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EX-32.2 - EXHIBIT 32.2 - Lightstone Value Plus Real Estate Investment Trust, Inc.tm2020452d1_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Lightstone Value Plus Real Estate Investment Trust, Inc.tm2020452d1_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Lightstone Value Plus Real Estate Investment Trust, Inc.tm2020452d1_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Lightstone Value Plus Real Estate Investment Trust, Inc.tm2020452d1_ex31-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2020

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to

 

Commission file number 000-52610

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland   20-1237795

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

1985 Cedar Bridge Avenue, Suite 1    
Lakewood, New Jersey   08701
(Address of Principal Executive Offices)   (Zip Code)

 

(732) 367-0129

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

 

Yes     þ     No    ¨

 

 Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 

Yes    þ     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨   Accelerated filer   ¨
Non-accelerated filer   þ          Smaller reporting company  þ
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨  No þ

 

As of August 3, 2020, there were approximately 22.3 million outstanding shares of common stock of Lightstone Value Plus Real Estate Investment Trust, Inc., including shares issued pursuant to the dividend reinvestment plan.  

  

 

 

 

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

 

INDEX

 

    Page
PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements (unaudited)  
     
  Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 3
     
  Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019 4
     
  Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019 5
     
  Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019 6
     
  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019 7
     
  Notes to Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
     
Item 4. Controls and Procedures 40
     
PART II OTHER INFORMATION  
     
Item 1. Legal Proceedings 41
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 41
     
Item 3. Defaults Upon Senior Securities 41
     
Item 4. Mine Safety Disclosures 41
     
Item 5. Other Information 41
     
Item 6. Exhibits 41

  

 

 

 

PART I. FINANCIAL INFORMATION, CONTINUED:

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

 

   As of   As of   
    June 30, 2020   December 31, 2019 
Assets  (unaudited)      
Investment property:          
    Land and improvements  $30,143   $30,664 
    Building and improvements   101,589    101,827 
    Furniture and fixtures   2,425    2,404 
    Construction in progress   166,887    152,896 
Gross investment property   301,044    287,791 
Less accumulated depreciation   (31,334)   (29,685)
Net investment property   269,710    258,106 
Investments in related parties   15,684    35,738 
Cash and cash equivalents   72,503    77,569 
Marketable securities and other investments   37,409    54,738 
Restricted cash   2,377    2,231 
Notes receivable, net   63,585    55,723 
Prepaid expenses and other assets   2,568    2,075 
           
Total Assets  $463,836   $486,180 
           
Liabilities and Stockholders' Equity          
Mortgages payable, net  $165,428   $164,705 
Accounts payable, accrued expenses and other liabilities   5,097    4,380 
Due to related parties   211    244 
Tenant allowances and deposits payable   571    594 
Distributions payable   3,912    3,960 
Deferred rental income   422    524 
           
Total Liabilities   175,641    174,407 
           
Commitments and contingencies          
           
Stockholders' equity:          
Company's Stockholders Equity:          
Preferred shares, $0.01 par value, 10.0 million shares authorized,  none issued and outstanding   -    - 
Common stock, $0.01 par value; 60.0 million shares authorized, 22.3 million and 22.6 million shares issued and outstanding, respectively   223    226 
Additional paid-in-capital   169,784    172,749 
Accumulated other comprehensive (loss)/income   (1,042)   408 
Accumulated surplus   88,586    109,559 
           
Total Company's stockholders' equity   257,551    282,942 
    -    - 
Noncontrolling interests   30,644    28,831 
           
Total Stockholders' Equity   288,195    311,773 
           
Total Liabilities and Stockholders' Equity  $463,836   $486,180 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3 

 

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
    2020    2019    2020    2019 
Revenues:                    
Rental income  $2,872   $3,662   $6,042   $7,263 
Tenant recovery income   88    234    185    667 
                     
Total revenues   2,960    3,896    6,227    7,930 
                     
Expenses:                    
Property operating expenses   896    1,102    1,960    2,263 
Real estate taxes   113    451    229    735 
General and administrative costs   987    760    1,734    1,589 
Depreciation and amortization   976    1,302    1,968    2,581 
                     
Total operating expenses   2,972    3,615    5,891    7,168 
                     
Operating (loss)/income   (12)   281    336    762 
                     
Other income, net   30    157    52    113 
Interest and dividend income   2,881    3,833    5,781    7,735 
                     
Interest expense   (649)   (288)   (1,299)   (687)
                     
Gain on disposition of real estate   1,562    -    1,562    - 
Unrealized gain/(loss) on marketable equity securities   2,687    (4,782)   (18,611)   (1,665)
Loss on sale and redemption of marketable securities   (230)   (314)   (230)   (625)
                     
Net income/(loss) from continuing operations   6,269    (1,113)   (12,409)   5,633 
                     
Net income from discontinued operations   -    -    -    13,481 
                     
Net income/(loss)   6,269    (1,113)   (12,409)   19,114 
                     
Less: net income attributable to noncontrolling interests   (458)   (305)   (741)   (1,159)
                     
Net income/(loss) attributable to Company's common shares  $5,811   $(1,418)  $(13,150)  $17,955 
                     
Basic and diluted net income/(loss) per Company's common share:                    
Continuing operations  $0.26   $(0.07)  $(0.59)  $0.18 
Discontinued operations   -    -    -    0.58 
                     
Net income/(loss) per Company’s common share, basic and diluted  $0.26   $(0.07)  $(0.59)  $0.76 
                     
Weighted average number of common shares outstanding, basic and diluted   22,333    23,174    22,376    23,324 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4 

 

 

PART I. FINANCIAL INFORMATION, CONTINUED:  

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
   2020   2019   2020   2019 
Net income/(loss)  $6,269   $(1,113)  $(12,409)  $19,114 
                     
Other comprehensive income/(loss)                    
Holding gain/(loss) on available for sale debt securities   787    141    (1,480)   1,501 
Reclassification adjustment for loss included in net i
ncome/(loss)
   -    314    -    625 
                     
Other comprehensive income/(loss)   787    455    (1,480)   2,126 
                     
Comprehensive income/(loss)   7,056    (658)   (13,889)   21,240 
                     
Less: Comprehensive income attributable to noncontrolling interests   (477)   (314)   (711)   (1,203)
                     
Comprehensive income/(loss) attributable to Company's common shares  $6,579   $(972)  $(14,600)  $20,037 

  

The accompanying notes are an integral part of these consolidated financial statements.

 

5 

 

 

PART I. FINANCIAL INFORMATION, CONTINUED:  

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)

 

                   Accumulated                
              Additional    Other              Total 
    Common    Paid-In    Comprehensive    Accumulated    Noncontrolling    Stockholders' 
    Shares    Amount    Capital    Loss    Surplus    Interests    Equity 
BALANCE, March 31, 2019   23,407   $235   $181,196   $(615)  $116,659   $20,852   $318,327 
Net loss   -    -    -    -    (1,418)   305    (1,113)
Other comprehensive income   -    -    -    446    -    9    455 
Distributions declared (a)   -    -    -    -    (4,026)   -    (4,026)
Distributions paid to noncontrolling interests   -    -    -    -    -    (880)   (880)
Contributions received from noncontrolling interests   -    -    -    -    -    5,562    5,562 
Redemption, cancellation and tender of shares   (361)   (4)   (3,711)                  (3,715)
Shares issued from distribution reinvestment program   6    -    74    -    -    -    74 
BALANCE, June 30, 2019   23,052   $231   $177,559   $(169)  $111,215   $25,848   $314,684 

 

(a) Distributions per share were $0.175.

 

                  Accumulated                
              Additional    Other              Total 
    Common    Paid-In    Comprehensive    Accumulated    Noncontrolling    Stockholders' 
    Shares    Amount    Capital    Loss    Surplus    Interests    Equity
BALANCE, December 31, 2018   23,708   $237   $184,469   $(2,251)  $101,382   $14,404   $298,241 
Net income   -    -    -    -    17,955    1,159    19,114 
Other comprehensive income   -    -    -    2,082    -    44    2,126 
Distributions declared (a)   -    -    -    -    (8,122)   -    (8,122)
Distributions paid to noncontrolling interests   -    -    -    -    -    (1,711)   (1,711)
Contributions received from noncontrolling interests   -    -    -    -    -    11,952    11,952 
Redemption, cancellation and tender of shares   (667)   (7)   (7,036)                  (7,043)
Shares issued from distribution reinvestment program   11    1    126    -    -    -    127 
BALANCE, June 30, 2019   23,052   $231   $177,559   $(169)  $111,215   $25,848   $314,684 

 

(a) Distributions per share were $0.350.

 

                  Accumulated                
              Additional    Other              Total 
    Common    Paid-In    Comprehensive    Accumulated    Noncontrolling    Stockholders' 
    Shares    Amount    Capital    Loss    Surplus    Interests    Equity
BALANCE, March 31, 2020   22,327   $223   $169,701   $(1,810)  $86,687   $31,919   $286,720 
Net income   -    -    -    -    5,811    458    6,269 
Other comprehensive income   -    -    -    768    -    19    787 
Distributions declared (a)   -    -    -    -    (3,912)   -    (3,912)
Distributions paid to noncontrolling interests   -    -    -    -    -    (1,752)   (1,752)
Shares issued from distribution reinvestment program   8    -    83    -    -    -    83 
BALANCE, June 30, 2020   22,335   $223   $169,784   $(1,042)  $88,586   $30,644   $288,195 

 

(a) Distributions per share were $0.175.

 

                  Accumulated                
              Additional    Other              Total 
    Common    Paid-In    Comprehensive    Accumulated    Noncontrolling    Stockholders' 
    Shares    Amount    Capital    Loss    Surplus    Interests    Equity
BALANCE, December 31, 2019   22,608   $226   $172,749   $408   $109,559   $28,831    311,773 
Net loss   -    -    -    -    (13,150)   741    (12,409)
Other comprehensive loss   -    -    -    (1,450)   -    (30)   (1,480)
Distributions declared (a)   -    -    -    -    (7,823)   -    (7,823)
Distributions paid to noncontrolling interests   -    -    -    -    -    (2,388)   (2,388)
Contributions received from noncontrolling interests   -    -    -    -    -    3,490    3,490 
Redemption and cancellation of shares   (288)   (3)   (3,128)   -    -    -    (3,131)
Shares issued from distribution reinvestment program   15    -    163    -    -    -    163 
BALANCE, June 30, 2020   22,335   $223   $169,784   $(1,042)  $88,586   $30,644   $288,195 

 

(a) Distributions per share were $0.350.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6 

 

 

PART I. FINANCIAL INFORMATION, CONTINUED:

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

   For the Six Months Ended
June 30,
 
   2020   2019 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (loss)/income  $(12,409)  $19,114 
Less net income – discontinued operations   -    13,481 
Net (loss)/income – continuing operations   (12,409)   5,633 
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:          
Depreciation and amortization   1,968    2,581 
Mark to market adjustment on derivative financial instruments   -    135 
Gain on disposition of real estate   (1,562)   - 
Unrealized loss on marketable equity securities   18,611    1,665 
Loss on sale and redemption of marketable securities   230    625 
Amortization of deferred financing costs   288    652 
Noncash interest income   (2,190)   (747)
Bad debt expense   445    191 
Other non-cash adjustments   14    160 
Changes in assets and liabilities:          
increase in prepaid expenses and other assets   (1,001)   (321)
(Decrease)/increase in tenant allowances and deposits payable   (23)   92 
Increase in accounts payable,  accrued expenses and other liabilities   355    380 
Decrease in due to related parties   (33)   (161)
Decrease in deferred rental income   (102)   (42)
           
Net cash provided by operating activities – continuing operations   4,591    10,843 
Net cash used in operating activities – discontinued operations   -    (55)
Net cash provided by operating activities   4,591    10,788 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of investment property   (12,860)   (78,879)
Purchase of marketable securities   (7,253)   (6,450)
Proceeds from sale of marketable securities   4,260    54,429 
Proceeds from disposition of real estate   2,082    - 
Investment in joint venture   (119)   (57)
Proceeds from joint venture   159    109 
Funding of notes receivable   (6,172)   (22,999)
Proceeds from repayment of notes receivable   500    - 
Proceeds from investments in related parties   20,000    27,000 
Investments in related parties   -    (2,267)
           
Net cash provided by/(used in) investing activities – continuing operations   597    (29,114)
Net cash used in investing activities – discontinued operations   -    (239)
Net cash provided by/(used in) investing activities   597    (29,353)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from mortgage financing   339    36,109 
Mortgage principal payments   (623)   (808)
Payment of loan fees and expenses   (87)   (2,453)
Redemption and cancellation of common shares   (3,131)   (7,043)
Contributions received from noncontrolling interests   3,490    11,952 
Distributions paid to noncontrolling interests   (2,388)   (1,711)
Distributions paid to Company's common stockholders   (7,708)   (8,104)
           
Net cash (used in)/provided by financing activities   (10,108)   27,942 
           
Net change in cash, cash equivalents and restricted cash   (4,920)   9,377 
Cash, cash equivalents and restricted cash, beginning of year   79,800    36,582 
Cash, cash equivalents and restricted cash, end of period  $74,880   $45,959 
           
See Note 2 for supplemental cash flow information.          
           
The following is a summary of the Company’s cash, cash equivalents, and restricted cash total as presented in our statements of cash flows for the periods presented:          
Cash and cash equivalents  $72,503   $43,558 
Restricted cash   2,377    2,401 
Total cash, cash equivalents and restricted cash  $74,880   $45,959 

 

The accompanying notes are an integral part of these consolidated financial statements.

7 

 

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

1.Business and Organization

 

Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (“Lightstone REIT”), formed on June 8, 2004, which has elected to be taxed and qualify as a real estate investment trust for U.S. federal income tax purposes (“REIT”). The Lightstone REIT was formed primarily for the purpose of engaging in the business of investing in and owning commercial and residential real estate properties located throughout the United States.

 

The Lightstone REIT is structured as an umbrella partnership real estate investment trust, or UPREIT, and substantially all of the Company’s current and future business is and will be conducted through Lightstone Value Plus REIT, L.P. (the “Operating Partnership”), a Delaware limited partnership formed on July 12, 2004.  As of June 30, 2020, the Company held a 98% general partnership interest in the Company’s Operating Partnership’s common units (“Common Units”).

 

The Lightstone REIT and the Operating Partnership and its subsidiaries are collectively referred to as the ‘‘Company’’ and the use of ‘‘we,’’ ‘‘our,’’ ‘‘us’’ or similar pronouns refers to the Lightstone REIT, its Operating Partnership or the Company as required by the context in which such pronoun is used.

 

Through its Operating Partnership, the Company owns, operates and develops commercial, residential, and hospitality properties and make real estate-related investments, principally in the United States. The Company’s real estate investments are held alone or jointly with other parties. The Company also originates or acquires mortgage loans secured by real estate. Although most of its investments are of these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes is in its best interests. Because of the composition of the Company’s real estate and real estate investments, the Company evaluates all of its real estate investments as one operating segment.

 

As of June 30, 2020, the Company has ownership interests in (i) two consolidated operating properties, (ii) three consolidated development properties and (iii) seven unconsolidated operating properties. With respect to its consolidated operating properties, the Company wholly owns the St. Augustine Outlet Center, a retail outlet shopping center located in St. Augustine, Florida which contains approximately 0.3 million square feet of gross leasable area, and has a majority ownership interest of approximately 59.2% in Gantry Park Landing, a multi-family residential property located in Long Island City, New York which contains 199 apartment units. With respect to its consolidated development properties, the Company wholly owns three projects consisting of the Lower East Side Moxy Hotel, the Exterior Street Project and the Santa Clara Data Center, all of which were under development as of June 30, 2020. The Company also holds a 2.5% ownership interest in seven hotel properties through a joint venture (the “Joint Venture”). The Joint Venture is between the Company and the operating partnership of Lightstone Value Plus Real Estate Investment Trust II, Inc. (“Lightstone II”), a REIT also sponsored by the Company’s Sponsor, which has a 97.5% ownership interest in the Joint Venture. Furthermore, the Company has other real estate-related investments, including several agreements with various related party entities that provide for it to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) and nonrecourse loans made to unaffiliated third-party borrowers.

 

The Company’s advisor is Lightstone Value Plus REIT, LLC (the “Advisor”), which is majority owned by David Lichtenstein. On July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. The Company’s Advisor also owns 20,000 shares of the Company’s common stock (“Common Shares”) which were issued on July 6, 2004 for $200, or $10.00 per share. Mr. Lichtenstein also is the majority owner of the equity interests of The Lightstone Group, LLC. The Lightstone Group, LLC served as the sponsor (the ‘‘Sponsor’’) during the Company’s initial public offering (the “Offering”), which terminated on October 10, 2008. The Company’s Advisor, together with its board of directors (the “Board of Directors”), is primarily responsible for making investment decisions on the Company’s behalf and managing its day-to-day operations. Through his ownership and control of The Lightstone Group, LLC, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate of $30.0 million of special general partner interests (“SLP Units”) in the Operating Partnership which were purchased, at a cost of $100,000 per unit, in connection with the Company’s Offering. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control the Lightstone REIT or the Operating Partnership.

 

The Company does not have any employees. The Advisor receives compensation and fees for services related to the investment and management of the Company’s assets.

 

The Company’s Advisor has affiliates which manage and develop certain of its properties. However, the Company also contracts with other unaffiliated third-party property managers.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

The Company’s Common Shares are not currently listed on a national securities exchange. The Company may seek to list its stock for trading on a national securities exchange only if a majority of independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its shares at this time. The Company does not anticipate that there would be any market for its shares of common stock until they are listed for trading.

 

Tender Offer

 

The Company commenced a tender offer on June 15, 2020, pursuant to which it offered to acquire up to 225,000 Common Shares at a purchase price of $5.00 per share, or approximately $1.1 million in the aggregate (the “Tender Offer”). Pursuant to the terms of the Tender Offer, which expired on July 24, 2020, the Company repurchased approximately 0.1 million Common Shares for an aggregate of approximately $0.3 million in August 2020.

 

Related Parties

 

The Advisor and its affiliates, and Lightstone SLP, LLC are related parties of the Company. Certain of these entities are entitled to compensation for services related to the investment, management and disposition of the Company’s assets. The compensation is 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.

 

Discontinued Operations

 

During the first quarter of 2019, a portfolio comprised of the Company’s 10 industrial properties located in Louisiana (seven properties located in New Orleans and three properties located in Baton Rouge, and collectively, the “Louisiana Assets”) met the criteria to be classified as discontinued operations in the consolidated statements of operations for all periods presented, through their date of disposition. The disposition of the Louisiana Assets, which represented all of the Company’s remaining industrial properties, represented a strategic shift that had a major effect on the Company’s operations and financial results and therefore, upon their disposition, the operating results of the Louisiana Assets were classified as discontinued operations in the Company’s consolidated statements of operations for all periods presented through their date of disposition (See Note 8).

 

Gain on Disposition of Real Estate

 

On April 6, 2020, the Company completed the disposition of a parcel of land adjacent to the St. Augustine Outlet Center for a contractual sales price of $2.1 million and recognized a gain on the disposition of real estate of approximately $1.6 million during the second quarter of 2020.

 

Noncontrolling Interests

 

Partners of Operating Partnership

 

On July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units in the Operating Partnership. The Advisor has the right to convert the Common Units into cash or, at the option of the Company, an equal number of shares of Common Shares.

 

In connection with the Offering, Lightstone SLP, LLC, an affiliate of the Advisor, purchased an aggregate of $30.0 million of SLP Units. As the majority owner of the SLP Units, Mr. Lichtenstein is the beneficial owner of a 99% interest in such SLP Units and thus receives an indirect benefit from any distributions made in respect thereof. These SLP Units may be entitled to a portion of any regular and liquidation distributions that the Company makes to its stockholders, but only after the Company’s stockholders have received a stated preferred return.

 

In addition, an aggregate 497,209 Common Units were issued to other unrelated parties during the years ended December 31, 2008 and 2009 and remain outstanding as of June 30, 2020.

 

Other Noncontrolling Interests in Consolidated Subsidiaries

 

Other noncontrolling interests in consolidated subsidiaries include ownership interests in (i) Pro-DFJV Holdings LLC (“PRO”) held by the Company’s Sponsor, (ii) 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”), held by the Company’s Sponsor and other affiliates and (iii) various joint ventures held by affiliates of the Sponsor that have originated promissory notes to unaffiliated third parties. PRO’s holdings principally consist of Marco OP Units and Marco II OP Units. The 2nd Street Joint Venture owns Gantry Park Landing.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

2.Summary of Significant Accounting Policies

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Lightstone REIT and its Operating Partnership and its subsidiaries (over which the Company exercises financial and operating control). All inter-company balances and transactions have been eliminated in consolidation. In addition, interests in entities acquired are evaluated based on applicable accounting principles generally accepted in the United States of America (“GAAP”), and if deemed to be variable interest entities (“VIE”) in which the Company is the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which the Company has control, substantive participating rights or both under the respective ownership agreement. For entities in which the Company has less than a controlling interest but have significant influence, the Company accounts for the investment using the equity method of accounting.

 

There are judgments and estimates involved in determining if an entity in which the Company has made an investment is a VIE and, if so, whether the Company is the primary beneficiary.  The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity.  Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility and using a discount rate to determine the net present value of those future losses.  A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our financial statements.

 

The accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the audited Consolidated Financial Statements of the Company and related notes as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The unaudited interim consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair presentation of the results for the periods presented. The accompanying unaudited consolidated financial statements of Lightstone Value Plus Real Estate Investment Trust, Inc. and its Subsidiaries have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and real-estate related investments, marketable securities, notes receivable, depreciable lives, and revenue recognition. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

 

The consolidated balance sheet as of December 31, 2019 included herein has been derived from the consolidated balance sheet included in the Company's Annual Report on Form 10-K.

 

The unaudited consolidated statements of operations for interim periods are not necessarily indicative of results for the full year or any other period.

 

COVID-19 Pandemic

 

During the second quarter of 2020, the COVID-19 pandemic continued to evolve on both a global and national level. With respect to the Unites States, many states have begun a phased approach as to the reopening of businesses and venues which have been subject to various restrictions and other measures, including mandatory closures, quarantines, limitations on travel, “shelter in place” rules and other measures. While certain states have begun to reduce and/or lift restrictions, the situation remains both dynamic and unpredictable.

 

As a result of previous restrictions, the Company was required to temporarily close its St. Augustine Outlet Center on March 20, 2020. However, it was subsequently able to reopen the St. Augustine Outlet Center on May 7, 2020 and it is currently operating with both reduced capacity levels and operating hours in accordance with the State of Florida’s guidelines. Primarily because of the impact of COVID-19 on the operating performance of the St. Augustine Outlet Center’s tenancy, especially during the closure period, the Company has provided forbearance of certain rent payments to various tenants, which have not had a material impact on the Company’s results from operations or financial condition.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

To-date the COVID-19 pandemic has not had any significant impact on Gantry Park Landing or on the Company’s three development projects because only limited construction activities have thus far commenced. Furthermore, the Company’s other real estate-related investments (both its Preferred Investments and nonrecourse loans made to unaffiliated third-party borrowers) also relate to various development projects which are at different stages in their respective development process. These investments, which are subject to similar restrictions and other measures, have also not yet seen any significant impact from the COVID-19 pandemic.

 

The extent to which the Company’s business may be affected by the current COVID-19 pandemic will largely depend on both current and future developments, including its duration, spread and treatment, and related travel advisories and restrictions, all of which are highly uncertain and cannot be reasonably predicted.

 

If the Company’s operating properties, development projects and real estate-related investments are negatively impacted for an extended period because (i) tenants are unable to pay their rent, (ii) borrowers are unable to pay scheduled debt service on notes receivable, (iii) development activities are delayed and/or (iv) various related party entities are unable to pay monthly preferred distributions on the Company’s Preferred Investments, the Company’s business and financial results could be materially and adversely impacted. While the Company has implemented various cost reduction strategies, including the deferral of certain non-critical capital expenditures, there can be no assurance that these cost savings will fully mitigate the potential adverse impact of any lost revenue and income.

 

COVID-19 Lease Modification Accounting Relief

 

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, many lessors may be required to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions being so rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic and restrictions intended to prevent its spread.

 

In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing GAAP, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company has elected to apply such relief and will avail itself of the election to avoid performing a lease by lease analysis. The Lease Modification Q&A had no material impact on the Company’s consolidated financial statements as of and for the three and six months ended June 30, 2020, however, its future impact to the Company is dependent upon the extent of lease concessions, if any, granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering into such concessions.

 

New Accounting Pronouncements

 

In June 2016, the FASB issued an accounting standards update which replaces the Company incurred loss impairment methodology currently in use with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.  The Company is currently in the process of evaluating the impact the adoption of this standard will have on the Company’s consolidated financial statements.

 

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.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

Supplemental Cash Flow Information

 

Supplemental cash flow information for the periods indicated is as follows:

 

   For the Six Months Ended June 30, 
   2020   2019 
Cash paid for interest  $4,310   $3,619 
Distributions declared but not paid  $3,912   $4,027 
Investment property acquired but not paid  $1,447   $307 
Assets transferred in connection with assignment transaction  $-   $37,299 
Liabilities extinguished in connection with assignment transaction  $-   $50,914 
Amortization of deferred financing costs included in construction in progress  $806   $- 
Holding loss/gain on marketable securities  $1,480   $2,126 
Value of shares issued from distribution reinvestment program  $163   $127 

 

Reclassifications 

 

Certain prior period amounts may have been reclassified to conform to the current year presentation.

 

3.Development Projects

 

Lower East Side Moxy Hotel

 

On December 3, 2018, the Company, through a subsidiary of the Operating Partnership, acquired adjacent three parcels of land located at 147-151 Bowery, New York, New York (collectively, the “Bowery Land”) from 151 Emmut Properties LLC and 145-149 Bowery LLC, both unaffiliated third parties, for aggregate consideration of approximately $56.5 million, excluding closing and other acquisition related costs. Additionally, on December 6, 2018, the Company, though a subsidiary of the Operating Partnership, acquired certain air rights located at 329 Broome Street, New York, New York (the “Air Rights”) from B.R.P. Realty Corp., an unaffiliated third party, for approximately $2.4 million, excluding closing and other acquisition related costs. The Company intends to use the Bowery Land and Air Rights for the development and construction of a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”). In connection with the acquisition of the Bowery Land and the Air Rights, the Advisor earned an acquisition fee equal to 2.75% of the aggregate gross contractual purchase price, which was approximately $1.6 million. The Lower East Side Moxy Hotel is currently under development.

 

 Exterior Street Project

 

On February 27, 2019, the Company, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street, New York, New York (collectively, the “Exterior Street Land”), from Borden Realty Corp and 399 Exterior Street Associates LLC, unaffiliated third parties, for an aggregate purchase price of approximately $59.0 million, excluding closing and other acquisition related costs. The Company intends to use the Exterior Street Land for the development and construction of a multi-family residential property (the “Exterior Street Project”). The Exterior Street Project is currently under development.

 

On March 29, 2019, the Company entered into a $35.0 million loan (the “Exterior Street Loan”) which bears interest at 4.50% and was initially scheduled to mature on April 9, 2020. However, because the Company has already exercised the first of two six-month extension options, the current maturity date is now October 9, 2020. The Exterior Street Loan requires monthly interest payments through its maturity date and is collateralized by the Exterior Street Project. In connection with the acquisition of the Exterior Street Land, the Advisor earned an acquisition fee equal to 2.75% of the gross aggregate contractual purchase price, which was approximately $1.6 million.

 

Santa Clara Data Center

 

On January 10, 2019, the Company, through subsidiaries of the Operating Partnership, acquired a parcel of land located at 2175 Martin Avenue, Santa Clara, California (the “Martin Avenue Land”) from The Chioini Living Trust, an unaffiliated third party, for approximately $10.6 million, excluding closing and other acquisition related costs. The Company intends to use the Martin Avenue Land for the development and construction of a data center (the “Santa Clara Data Center”). In connection with the acquisition of the Martin Avenue Land, the Advisor earned an acquisition fee equal to 2.75% of the gross contractual purchase price, which was approximately $0.2 million. The Santa Clara Data Center is currently under development.

 

The following is a summary of the amounts incurred and capitalized to construction in progress as of the dates indicated and the amounts of interest capitalized to construction in progress for the periods indicated:

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

   Amounts Capitalized
to Construction in Progress
   Capitalized Interest   Capitalized Interest 
   As of   As of   Three Months Ended June 30,   Six Months Ended June 30, 
Development Projects  June 30,
2020
   December 31,
2019
   2020   2019   2020   2019 
Lower East Side Moxy Hotel  $83,505   $73,776   $1,060   $1,090   $2,107   $2,168 
Exterior Street Project   70,056    66,084    680    1,178    1,788    1,469 
Santa Clara Data Center   13,317    13,027    92    134    192    240 
Total Developments Projects  $166,878   $152,887   $1,832   $2,402   $4,087   $3,877 

 

4.Marketable Securities, Fair Value Measurements and Notes Payable

 

Marketable Securities:

 

The following is a summary of the Company’s available for sale securities:

 

   As of June 30, 2020 
   Adjusted Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
Marketable Securities:                    
Equity securities:                    
Equity Securities, primarily REITs  $8,591   $          -   $(1,392)  $7,199 
Marco OP Units and Marco II OP Units   19,227    -    (4,919)   14,308 
    27,818    -    (6,311)   21,507 
Debt securities:                    
Corporate Bonds   16,964    -    (1,062)   15,902 
                     
Total  $44,782   $-   $(7,373)  $37,409 

 

   As of December 31, 2019 
   Adjusted Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
Marketable Securities:                    
Equity securities:                    
Equity Securities, primarily REITs  $6,799   $375   $(17)  $7,157 
Marco OP Units and Marco II OP Units   19,227    11,942    -    31,169 
    26,026    12,317    (17)   38,326 
Debt securities:                    
Corporate Bonds   15,993    442    (23)   16,412 
                     
Total  $42,019   $12,759   $(40)  $54,738 

 

As of both June 30, 2020 and December 31, 2019, the Company held an aggregate of 209,243 Marco OP Units and Marco II OP Units, of which 89,695 were owned by PRO. The Marco OP Units and the Marco II OP Units are exchangeable for a similar number of common operating partnership units (“Simon OP Units”) of Simon Property Group, L.P., (“Simon OP”), the operating partnership of Simon Property Group, Inc. (“Simon”), a public REIT that is an owner and operator of shopping malls and outlet centers. Subject to the various conditions, the Company may elect to exchange the Marco OP Units and/or the Marco II OP Units to Simon OP Units which must be immediately delivered to Simon in exchange for cash or similar number of shares of Simon’s common stock (“Simon Stock”). Accordingly, the Marco OP Units and Marco II OP Units are valued based on the closing price of Simon Stock, which was $68.38 per share and $148.96 per share as of June 30, 2020 and December 31, 2019, respectively.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

As of December 31, 2019, the Company’s marketable equity securities had an aggregate unrealized holding gain of approximately $12.3 million, which was principally attributable to its Marco OP Units and Marco II OP Units. During the first half of 2020, financial markets experienced significant volatility in response to the current COVID-19 pandemic, including significant changes in market interest rates and market prices of certain equity securities Primarily because of this volatility, the Company incurred an unrealized loss of approximately $21.3 million and an unrealized gain of approximately $2.7 million on its marketable equity securities during the first and second quarters of 2020, respectively, which resulted in a net unrealized loss of approximately $18.6 million for the six months ended June 30, 2020. The unrealized gains and losses incurred on the Company’s marketable equity securities are included in its consolidated statements of operations. As a result, the Company’s marketable equity securities had an aggregate net unrealized loss of approximately $6.3 million, of which approximately $4.9 million was attributable to its Marco OP Units and Marco II OP Units, as of June 30, 2020.

 

As of December 31, 2019, the Company’s marketable debt securities had an aggregate unrealized holding gain of approximately $0.4 million. During the first and second quarters of 2020, the Company’s experienced a holding loss of approximately $2.3 million and a holding gain of approximately $0.8 million on its available for sale marketable debt securities, respectively, which resulted in a net holding loss of approximately $1.5 million for the six months ended June 30, 2020. These holding gains and losses are included in the Company’s consolidated statements of comprehensive income. As a result, the Company’s marketable debt securities had an aggregate net unrealized loss of approximately $1.1 million as of June 30, 2020.

 

The Company considers the declines in market value of its investments in marketable debt securities to be temporary in nature as the unrealized losses as of June 30, 2020 were caused primarily by financial market volatility associated with the current COVID-19 pandemic which resulted in significant volatility in market interest rates and market prices of certain debt securities. When evaluating its investments in marketable 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 marketable debt security before recovery of its amortized cost basis. During the six months ended June 30, 2020 and 2019, the Company did not recognize any impairment charges on its investments in marketable debt securities. As of June 30, 2020, the Company does not consider any of its investments in marketable 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.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

Marketable securities measured at fair value on a recurring basis as of the dates indicated are as follows:

 

   Fair Value Measurement Using     
As of June 30, 2020  Level 1   Level 2   Level 3   Total 
Marketable Securities:                    
Equity Securities, primarily REITs  $7,199   $-   $-   $7,199 
Marco OP and OP II Units   -    14,308    -    14,308 
Corporate Bonds   -    15,902    -    15,902 
Total  $7,199   $30,210   $-   $37,409 

 

   Fair Value Measurement Using     
As of December 31, 2019  Level 1   Level 2   Level 3   Total 
Marketable Securities:                    
Equity Securities, primarily REITs  $7,157   $-   $-   $7,157 
Marco OP and OP II Units   -    31,169    -    31,169 
Corporate Bonds   -    16,412    -    16,412 
Total  $7,157   $47,581   $-   $54,738 

  

The fair values of the Company’s investments in Corporate Bonds are measured using readily available quoted prices for similar assets. Additionally, as noted above, the Company’s Marco OP and Marco OP II Units are ultimately exchangeable for cash or similar number of shares of Simon Stock, therefore the Company uses the quoted market price of Simon Stock to measure the fair value of the Company’s Marco OP and Marco OP II Units.

 

The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities:

 

   As of
June 30, 2020
 
Due in 1 year  $1,800 
Due in 1 year through 5 years   4,096 
Due in 5 years through 10 years   - 
Due after 10 years   10,006 
Total  $15,902 

  

The Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value.

 

Notes Payable

  

Margin Loan

 

The Company has access to a margin loan (the “Margin Loan”) from a financial institution that holds custody of certain of the Company’s marketable securities. The Margin Loan, which is due on demand, bears interest at Libor plus 0.85% (1.01% as of June 30, 2020) and is collateralized by the marketable securities in the Company’s account. The amounts available to the Company under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in its account. There were no amounts outstanding under this Margin Loan as of June 30, 2020 and December 31, 2019.

 

Line of Credit

 

The Company has a non-revolving credit facility (the “Line of Credit”) that provides for borrowings up to a maximum of $20.0 million, subject to a 55% loan-to-value ratio based on the fair value of the underlying collateral, matures on June 19, 2021 and bears interest at Libor plus 1.35% (1.51% as of June 30, 2020). The Line of Credit is collateralized by an aggregate of 209,243 of Marco OP Units and Marco II OP Units and is guaranteed by PRO. As of June 30, 2020, the amount of borrowings available to be drawn under the Line of Credit was approximately $7.9 million. No amounts were outstanding under the Line of Credit as of June 30, 2020 and December 31, 2019.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

5.Notes Receivable

 

Beginning in 2019, the Company has formed certain joint ventures (collectively, the “NR Joint Ventures”) between wholly-owned subsidiaries of the Operating Partnership (collectively, the “NR Subsidiaries”) and affiliates of the Sponsor (the “NR Affiliates”) which have originated nonrecourse loans (collectively, the “Joint Venture Promissory Notes”) to unaffiliated third-party borrowers (collectively, the “Joint Venture Borrowers”).

 

The NR Subsidiaries and NR Affiliates have varying ownership interests in the NR Joint Ventures and certain other wholly-owned subsidiaries of the Operating Partnership serve as the manager and are the sole decision-maker for each of the NR Joint Ventures.

 

The Company has determined that the NR Joint Ventures are VIEs and the NR Subsidiaries are the primary beneficiaries.  Since the NR Subsidiaries are the primary beneficiaries, beginning on the applicable date of formation, the Company has consolidated the operating results and financial condition of the NR Joint Ventures and accounted for the respective ownership interests of the NR Affiliates as noncontrolling interests.

 

The Joint Venture Promissory Notes provide for monthly interest at a prescribed variable rate, subject to a floor. In connection with funding of the Joint Venture Promissory Notes, the NR Joint Ventures have received origination fees (1.00% - 1.50%) based on the principal amount of the loan and retained a portion of the loan proceeds to establish a reserve for interest and other items (the “Loan Reserves”). The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets.

 

The Joint Venture Promissory Notes generally have an initial term of one or two years and may provide for additional extension options subject to satisfaction of certain prescribed conditions, including the funding of an additional Loan Reserves and payment of an extension fee. The Joint Venture Promissory Notes are collateralized by either the membership interests of the Joint Venture Borrowers in the borrowing entity or the underlying real property being developed by the Joint Venture Borrower.

 

The origination fees received are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are amortized into interest income, using a straight-line method that approximates the effective interest method, over the initial term of the Joint Venture Promissory Notes. The Loan Reserves are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are applied against the monthly interest due over the term.

 

During the six months ended June 30, 2020, the NR Subsidiaries and the NR Affiliates made aggregate contributions to the NR Joint Ventures of approximately $3.5 million and $3.5 million, respectively, principally to fund their respective shares of the Joint Venture Promissory Notes that were originated. During the six months ended June 30, 2019, the NR Subsidiaries and the NR Affiliates made aggregate contributions to the NR Joint Ventures of approximately $11.7 million and $12.0 million, respectively, principally to fund their respective shares of the Joint Venture Promissory Notes that were originated. Additionally, during the six months ended June 30, 2020, the NR Joint Ventures made aggregate distributions of approximately $1.1 million to both the NR Subsidiaries and NR Affiliates, based on their respective membership interests.. During the six months ended June 30, 2019, the NR Joint Ventures made aggregate distributions of approximately $0.5 million to both the NR Subsidiaries and NR Affiliates, based on their respective membership interests.

  

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

The following tables summarize the Notes Receivable as of the dates indicated:

 

                                            
                          As of June 30, 2020 
   Company's   Loan           Current   Contractual          Unamortized         
   Ownership   Commitment   Origination   Origination   Maturity   Interest  Outstanding   Loan   Origination   Carrying   Unfunded 
Joint Venture/Lender  Percentage   Amount   Fee   Date   Date   Rate  Principal   Reserves   Fee   Value   Commitment 
LSC 162nd Capital I LLC   45.45%  $4,234    1.50%   February 5, 2019    November 11,2020   Libor plus 7.50%
(Floor of 11%)
  $4,076   $(185)  $(41)  $3,850   $- 
                                                      
LSC 162nd Capital II LLC   45.45%   9,166    1.50%   February 5, 2019    November 11,2020   Libor plus 7.50%
(Floor of 11%)
   8,824    (401)   (88)   8,335    - 
                                                      
LSC 1543 7th LLC   50%   20,000    1.00%   August 27, 2019    August 26, 2020   Libor plus 5.15%
(Floor of 7.65%)
   20,000    -    (31)   19,969    - 
                                                      
LSC 1650 Lincoln LLC   50%   24,000    1.00%   August 27, 2019    August 26, 2020   Libor plus 5.15%
(Floor of 7.65%)
   24,000    -    (37)   23,963    - 
                                                      
LSC 11640 Mayfield LLC   50%   18,000    1.00%   March 4, 2020    March 1, 2022   Libor plus 10.50%
(Floor of 12.50%)
   10,750    (3,056)   (226)   7,468    7,250 
                                                      
  Total                              $67,650   $(3,642)  $(423)  $63,585   $7,250 

  

                                        
                          As of June 30, 2020
   Company's   Loan           Current   Contractual          Unamortized     
   Ownership   Commitment   Origination   Origination   Maturity   Interest  Outstanding   Loan   Origination   Carrying 
Joint Venture/Lender  Percentage   Amount   Fee   Date   Date   Rate  Principal   Reserves   Fee   Value 
LSC 162nd Capital I LLC   45.45%  $4,234    1.50%   February 5, 2019    March 1,2020   Libor plus 7.50%
(Floor of 10%)
  $4,234   $(82)  $(6)  $4,146 
                                                 
LSC 162nd Capital II LLC   45.45%   9,166    1.50%   February 5, 2019    March 1,2020   Libor plus 7.50%
(Floor of 10%)
   9,166    (178)   (14)   8,974 
                                                 
LSC 47-16 Greenpoint LLC   50%   13,000    1.00%   April 5, 2019    April 4, 2020   Libor plus 5.75%
(Floor of 8.25%)
   -    -    -    - 
                                                 
LSC 1543 7th LLC   50%   20,000    1.00%   August 27, 2019    August 26, 2020   Libor plus 5.15%
(Floor of 7.65%)
   20,000    (504)   (131)   19,365 
                                                 
LSC 1650 Lincoln LLC   50%   24,000    1.00%   August 27, 2019    August 26, 2020   Libor plus 5.15%
(Floor of 7.65%)
   24,000    (605)   (157)   23,238 
                                                 
  Total                              $57,400   $(1,369)  $(308)  $55,723 

 

The following summarizes the interest earned (included in interest and dividend income on the consolidated statements of operations) for each of the Joint Venture Promissory Notes during the periods indicated:

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
Joint Venture/Lender  2020   2019   2020   2019 
LSC 162nd Capital I LLC  $249   $123   $363   $197 
                     
LSC 162nd Capital II LLC   540    266    785    427 
                     
LSC 47-16 Greenpoint LLC   -    290    -    290 
                     
LSC 1543 7th LLC   436    -    873    - 
                     
LSC 1650 Lincoln LLC   524    -    1,048    - 
                     
LSC 11640 Mayfield LLC   373    -    488    - 
                     
  Total  $2,122   $679   $3,557   $914 

  

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

6.Mortgages Payable, Net

 

Mortgages payable, net consists of the following:

 

Property/Investment  Interest Rate  Weighted Average Interest Rate as of June 30, 2020   Maturity Date   Amount Due at Maturity   As of
 June 30, 2020
   As of
 December 31, 2019
 
Gantry Park Landing  4.48%   4.48%   November 2024   $65,317   $71,505   $72,128 
                             
Lower East Side Moxy Hotel  LIBOR + 4.25%   6.62%   December 2020    35,168    35,168    34,828 
                             
Exterior Street Project  4.50%   4.50%   October 2020    35,000    35,000    35,000 
                             
Santa Monica Notes Receivable  LIBOR + 3.75%   5.50%   August 2020    25,000    25,000    25,000 
Total mortgages payable      5.09%       $160,485    166,673    166,956 
                             
Less: Deferred financing costs                     (1,245)   (2,251)
                             
Total mortgages payable, net                    $165,428   $164,705 

 

Libor as of June 30, 2020 and December 31, 2019 was 0.16% and 1.76%, respectively. The Company’s loans are secured by the indicated real estate and are non-recourse to the Company, unless otherwise indicated.


On November 12, 2019, the Company, through LSC 1543 7th LLC and LSC 1650 Lincoln LLC (collectively, the “Santa Monica Joint Ventures”), entered into a $25.0 million loan (the” Santa Monica Loan”) which bears interest at LIBOR+3.75% and is scheduled to initially mature on August 12, 2020 but may be further extended through the exercise of two, six-month extension options, which the Santa Monica Joint Ventures may exercise by providing the lender with advance written notice. The Santa Monica Loan requires monthly interest payments through its maturity date and is cross-collateralized by two nonrecourse loans originated by the Santa Monica Joint Ventures.

  

On March 29, 2019, the Company entered into the $35.0 million Exterior Street Loan which bears interest at 4.50% and was scheduled to initially mature on April 9, 2020. However, because the Company has already exercised the first of two six-month extension options, the current maturity date is now October 9, 2020. The Exterior Street Loan requires monthly interest payments through its maturity date and is collateralized by the Exterior Street Project.

 

On December 3, 2018, the Company entered into a mortgage loan collateralized by the Lower East Side Moxy Hotel (the “Bowery Mortgage”) for up to $35.6 million. The Bowery Mortgage has a term of two years, bears interest at LIBOR+4.25% and requires monthly interest-only payments through its stated maturity with the entire unpaid balance due upon maturity. Through June 30, 2020, the Company received aggregate proceeds of $35.2 million under the Bowery Mortgage. As a result, the Bowery Mortgage had an outstanding balance and remaining availability of $35.2 million and $0.4 million, respectively, as of June 30, 2020.

 

The following table shows the contractually scheduled principal maturities of the Company’s mortgage debt during the next five years and thereafter as of June 30, 2020:

 

    2020   2021   2022   2023   2024      Thereafter    Total
 Principal maturities   $ 95,805    $ 1,328    $ 1,389    $ 1,454    $ 66,697      $      -   $ 166,673 
                                             
 Less: Deferred financing costs                                           (1,245)
                                           
 Total principal maturities, net                                          $ 165,428 

 

Certain of the Company’s debt agreements require the maintenance of certain ratios, including debt service coverage. As of June 30, 2020, the Company was in compliance with all of its financial debt covenants. Additionally, certain of our mortgages payable also contain clauses providing for prepayment penalties.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

Debt Maturities

 

The Exterior Street Loan (outstanding principal balance of $35.0 million as of June 30, 2020) initially matured on April 9, 2020. However, because the Company has already exercised the first of two six-month extension options, the current maturity date is now October 9, 2020. The Company intends to exercise the second extension option or refinance the Exterior Street Loan on or before the current maturity date.

 

The Santa Monica Loan (outstanding principal balance of $25.0 million as of June 30, 2020) initially matures on August 12, 2020 but has two, six-month extension options, which the Company can exercise by providing the lender with advance notice. The Company currently intends to exercise the extension options or refinance the Santa Monica Loan on or before its applicable stated maturity date.

 

The Bowery Mortgage (outstanding principal balance of $35.2 million as of June 30, 2020) matures on December 3, 2020. The Company currently intends to refinance the Bowery Mortgage on or before its maturity date.

 

However, if the Company is unable to extend or refinance any of its maturing indebtedness at favorable terms, it will look to repay the then outstanding balance with available cash and/or proceeds from selective asset sales. The Company has no additional significant maturities of mortgage debt over the next 12 months.

 

7.Leases

 

The Company’s retail property (St. Augustine Outlet Center) and multi-family residential property (Gantry Park Landing) are both leased to tenants under operating leases. Substantially all of our multi-family residential property leases have initial terms of 12 months or less. Our retail space leases expire between 2020 and 2026.

 

The Company, as a lessor, retains substantially all of the risks and benefits of ownership of the investment properties and continues to account for its leases as operating leases. The Company accrues fixed lease income on a straight-line basis over the terms of the leases. Some of the Company’s tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. The Company recognizes this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. The Company amortizes any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the related lease.

 

The Company structures its leases to allow it to recover a portion of its property operating expenses from its tenants. A portion of The Company’s leases require the tenant to reimburse it for a portion of its operating expenses, including common area maintenance (“CAM”), real estate taxes and insurance. Such property operating expenses typically include utility, insurance and other administrative expenses. For some of the Company’s leases it receives a fixed payment from the tenant for the CAM component which is recognized as revenue on a straight-line basis over the term of the lease. When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses for the property. The Company accrues reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented.

 

As of June 30, 2020, the approximate fixed future minimum rent payments, excluding variable lease consideration, from the Company’s retail property, due to us under non-cancelable leases are as follows:

 

2020   2021   2022   2023   2024   Thereafter   Total 
$913   $1,406   $1,165   $1,114   $457   $230   $5,285 

 

Pursuant to the lease agreements, tenants of the property may be required to reimburse the Company for some or the entire portion of the particular tenant's pro rata share of the real estate taxes and operating expenses of the property. Such amounts are not included in the future minimum lease payments above, but are included in tenant recovery income on the accompanying consolidated statements of operations. Lease income of approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2020, respectively, and, lease income of approximately $0.4 million and $0.7 million for the three and six months ended June 30, 2019, respectively, related to variable lease payments was included in tenant recovery income on the accompanying consolidated statements of operations.

 

The Company has excluded its multi-family residential property’s leases from this table as substantially all of its multi-family residential property’s leases have initial terms of 12 months of less.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

8.Dispositions

 

Disposition - Continuing Operations

 

The following disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results and therefore did not qualify to be reported as discontinued operations and its operating results are reflected in the Company’s results from continuing operations in the consolidated statements of operations for all periods presented through the date of disposition:

 

DePaul Plaza

 

On September 20, 2019, the Company disposed of a retail center located in Bridgeton, Missouri (“DePaul Plaza”), to an unrelated third party for aggregate consideration of approximately $19.8 million, excluding closing and other related costs. In connection with the disposition, the Company recorded a gain on the disposition of real estate of approximately $1.0 million during the third quarter of 2019.

 

Disposition – Discontinued Operations

 

The following dispositions qualified to be reported as discontinued operations and their operating results are classified as discontinued operations in the consolidated statements of operations for all periods presented through their respective dates of disposition:

 

Disposition Transactions related to Gulf Coast Industrial Portfolio

 

The Company had an outstanding non-recourse mortgage loan (the “Gulf Coast Industrial Portfolio Mortgage Loan”) which was originated in February 2007 and subsequently transferred during the third quarter of 2012 to a special servicer that discontinued scheduled debt service payments and notified the Company that the loan was in default and due on demand. The Gulf Coast Industrial Portfolio Mortgage Loan was initially cross-collateralized by a portfolio of 14 industrial properties (collectively, the “Gulf Coast Industrial Portfolio”) including the Louisiana Assets and four properties located in San Antonio, Texas (the “San Antonio Assets”).

 

Foreclosure of San Antonio Assets

 

On June 5, 2018, the special servicer completed a partial foreclosure of the Gulf Coast Industrial Portfolio pursuant to which it foreclosed on the San Antonio Assets. The San Antonio Assets were sold in a foreclosure sale by the special servicer for an aggregate amount of approximately $20.7 million.

 

Assignment of Ownership in Louisiana Assets to Lender

 

On February 12, 2019, the Company and the lender of the Gulf Coast Industrial Portfolio Mortgage entered into an assignment agreement (the “Assignment Agreement”) pursuant to which the Company assigned its membership interests in the Louisiana Assets to the lender with an effective date of February 7, 2019. Under the terms of the Assignment Agreement, the lender assumed the significant risks and rewards of ownership and took legal title and physical possession of the Louisiana Assets and assumed all the other assets and related liabilities, including the Gulf Coast Industrial Mortgage and its accrued and unpaid interest, and released the Company of any claims against the liabilities assumed.

 

As a result of the Assignment Agreement, the Company has fully satisfied all of its obligations with respect to the Gulf Coast Industrial Portfolio Mortgage and all amounts accrued but not paid for interest (including default interest) and no amounts are due to the lender. Additionally, the Company has no continuing involvement with the Louisiana Assets.

 

The aggregate carrying value of the assets transferred and the liabilities extinguished in connection with the Company’s assignment of its ownership interests in the Louisiana Assets to the lender was approximately $37.0 million and $49.6 million, respectively.

 

Since the Company’s performance obligations were met upon the assignment of its ownership interests in the Louisiana Assets to the lender and the Company has no continuing involvement with the Louisiana Assets, an aggregate gain on debt extinguishment of approximately $13.6 million was recognized during the first quarter of 2019.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

The disposition of the Louisiana Assets, which comprised all of the Company’s remaining industrial properties, represented a strategic shift that had a major effect on the Company’s operations and financial results. As a result, the operating results of the Louisiana Assets have been classified as discontinued operations in the Company’s consolidated statements of operations for all periods presented through their date of disposition.

 

The following summary presents the operating results of the Louisiana Assets included in discontinued operations in the Consolidated Statements of Operations for the periods indicated.

 

   For the Three Months Ended June 30, 2019   For the Six Months Ended June 30, 2019 
         
Revenues  $-   $409 
           
Operating expenses   -    317 
Operating income   -    92 
           
Interest expense and other, net   -    (226)
Gain on debt extinguishment   -    13,615 
Net income from discontinued operations  $-   $13,481 

 

Cash flows generated from discontinued operations are presented separately on the Company’s consolidated statements of cash flows.

 

9.Net Earnings Per Share

 

 Basic net earnings per share is calculated by dividing net income/(loss) attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the applicable period. Diluted net income/(loss) per share includes the potentially dilutive effect, if any, which would occur if our outstanding options to purchase our common stock were exercised. For all periods presented, dilutive net income/(loss) per share is equivalent to basic net income/(loss) per share.

 

10.Related Party Transactions

 

The Company has agreements with the Advisor and Lightstone Value Plus REIT Management LLC (the “Property Manager”) to pay certain fees in exchange for services performed by these entities and other affiliated entities. The Company’s ability to secure financing and subsequent real estate operations are dependent upon its Advisor, Property Manager and their affiliates to perform such services as provided in these agreements. 

 

The Company, pursuant to the related party arrangements, has recorded the following amounts for the periods indicated:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2020   2019   2020   2019 
Acquisition fees (capitalized and are reflected in the carrying value of the investment)  $-   $-   $-   $1,823 
Asset management fees (general and administrative costs)   215    301    430    638 
Property management fees (property operating expenses)   103    76    213    155 
Development fees and leasing commissions*   -    93    -    167 
Total  $318   $470   $643   $2,783 

 

*   Generally, capitalized and amortized over the estimated useful life of the associated asset.            

 

In connection with the Company’s Offering, Lightstone SLP, LLC purchased an aggregate of $30.0 million of SLP Units which are included in noncontrolling interests in the consolidated balance sheets. These SLP Units, the purchase price of which will be repaid only after stockholders receive a stated preferred return and their net investment, entitle Lightstone SLP, LLC to a portion of any regular distributions made by the Operating Partnership.

 

During both the three and six months ended June 30, 2020 and 2019, distributions of $0.5 million and $1.0 million, respectively, were declared and paid on the SLP units.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

Preferred Investments

 

The Company has Preferred Investments that entitle it to certain prescribed monthly preferred distributions. The Preferred Investments had an aggregate balance of $14.5 million and $34.5 million as of June 30, 2020 and December 31, 2019, respectively, and are classified as held-to-maturity securities, recorded at cost and included in investments in related parties on the consolidated balance sheets. The fair value of these investments approximated their carrying values based on market rates for similar instruments.

 

During the six months ended June 30, 2020, the Company redeemed $11.0 million of the 40 East End Avenue Preferred Investment and the entire remaining Miami Moxy Preferred Investment of $9.0 million.

 

The Preferred Investments are summarized as follows:

 

       Preferred
Investment Balance
   Investment Income (1) 
       As of   As of   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
Preferred Investments  Dividend
Rate
  

June 30,

2020

  

December 31,

2019

   2020   2019   2020   2019 
40 East End Avenue   12%  $6,000   $17,000   $182   $910   $518   $1,810 
30-02 39th Avenue   12%   -    -    -    -    -    140 
East 11th Street   12%   8,500    8,500    258    807    519    1,907 
Miami Moxy   12%   -    9,000    -    558    45    1,090 
Total       $14,500   $34,500   $440   $2,275   $1,082   $4,947 

 

Note:

(1)Included in interest and dividend income on the consolidated statements of operations.

 

The Joint Venture

 

The Company has a 2.5% membership interest in the Joint Venture, which holds ownership interests in seven hotels as of both June 30, 2020 and December 31, 2019, the carrying value of its investment was $1.2 million, which is included in investment in related parties on the consolidated balance sheets.

 

11.Financial Instruments

 

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted escrows, tenants’ accounts receivable, and accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. The carrying amounts of the notes receivable approximate their fair values because the interest rates are variable and reflective of market rates.

 

The estimated fair value (in millions) of the Company’s mortgage debt is summarized as follows:

 

    As of June 30, 2020    As of December 31, 2019 
    Carrying Amount    Estimated Fair Value    Carrying Amount    Estimated Fair Value 
Mortgages payable  $166.7   $170.8   $167.0   $167.9 

The fair value of the mortgages payable was determined by discounting the future contractual interest and principal payments by estimated current market interest rates.

 

12.Commitments and Contingencies

 

Legal Proceedings

 

From time to time in the ordinary course of business, the Company may become subject to legal proceedings, claims or disputes.

 

As of the date hereof, the Company is not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on its results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss.

 

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LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share/unit data and where indicated in millions)

 

13.Subsequent Events

 

Distribution Payment

 

On July 15, 2020, the distribution for the three-month period ending June 30, 2020 of $3.9 million was paid in full using a combination of cash and approximately 7,000 shares of the Company’s common stock issued pursuant to the Company’s distribution reinvestment program (the “DRIP”), at a discounted price of $11.23 per share, equal to 95% of the Company’s most recently published estimated net asset value per share of $11.82 as of September 30, 2019.

 

Distribution Declaration

 

On August 6, 2020, the Company’s Board of Directors authorized and the Company declared a distribution of $0.175 per share for the quarterly period ending September 30, 2020. The quarterly distribution is the pro rata equivalent of an annual distribution of $0.70 per share, or an annualized rate of 7.0% assuming a purchase price of $10.00 per share. The distribution will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter-end. The stockholders have an option to elect the receipt of shares under the Company’s DRIP.

 

Additionally, on August 6, 2020, the Board of Directors declared a quarterly distribution for the quarterly period ending September 30, 2020 on the SLP Units at an annualized rate of 7.0%. Any future distributions on the SLP Units will always be subordinated until stockholders receive a stated preferred return.

 

Future distributions declared will be at the discretion of the Board of Directors based on their analysis of our performance over the previous periods and expectations of performance for future periods and may differ from the amount of the distribution determined for this period. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, current rental revenues, operating and interest expenses and our ability to refinance near-term debt. In addition, the Company currently intends to continue to comply with REIT distribution requirements. The Company cannot assure that regular distributions will continue to be made or that it will maintain any particular level of distributions that it has established or may establish.

 

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PART I. FINANCIAL INFORMATION, CONTINUED:  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Lightstone Value Plus Real Estate Investment Trust, Inc. and Subsidiaries and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation, and, as required by context, Lightstone Value Plus REIT, L.P. and its wholly owned subsidiaries, which we collectively refer to as “the Operating Partnership.” Dollar amounts are presented in thousands, except per share data and where indicated in millions.

 

As discussed in Notes 1 and 8 of the Notes to Consolidated Financial Statements, the results of operations presented below exclude certain properties due to their classification as discontinued operations.

 

Forward-Looking Statements

 

Certain information included in this Quarterly Report on Form 10-Q contains, and other materials filed or to be filed by us with the Securities and Exchange Commission, or the SEC, contain or will contain, forward-looking statements. All statements, other than statements of historical facts, including, among others, statements regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Lightstone Value Plus Real Estate Investment Trust, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements.

 

Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements.

 

Risks and other factors that might cause differences, some of which could be material, include, but are not limited to, economic and market conditions, competition, tenant or joint venture partner(s) bankruptcies, changes in governmental, tax, real estate and zoning laws and regulations, failure to increase tenant occupancy and operating income, rejection of leases by tenants in bankruptcy, financing and development risks, construction and lease-up delays, cost overruns, the level and volatility of interest rates, the rate of revenue increases versus expense increases, the financial stability of various tenants and industries, the failure of the Company (defined herein) to make additional investments in real estate properties, the failure to upgrade our tenant mix, restrictions in current financing arrangements, the failure to fully recover tenant obligations for common area maintenance (“CAM”), insurance, taxes and other property expenses, the failure of the Company to continue to qualify as a real estate investment trust (“REIT”), the failure to refinance debt at favorable terms and conditions, an increase in impairment charges, loss of key personnel, failure to achieve earnings/funds from operations targets or estimates, conflicts of interest with the Advisor, Sponsor and their affiliates, failure of joint venture relationships, significant costs related to environmental issues and uncertainties regarding the impact of the current COVID-19 pandemic, and restrictions intended to prevent its spread on our business and the economy generally, as well as other risks listed from time to time in this Form 10-Q, our Form 10-K and in the Company’s other reports filed with the SEC.

 

We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless required by law.

  

  Overview

 

Lightstone Value Plus Real Estate Investment Trust, Inc. (the “Lightstone REIT”), (together with the Operating Partnership (as defined below), the “Company”, also referred to as “we”, “our” or “us” herein) has and expects to continue to acquire and operate or develop in the future, commercial, residential and hospitality properties and/or make real estate-related investments, principally in the United States. Our acquisitions and investments are, principally conducted through the Operating Partnership, and may include both portfolios and individual properties.

 

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As of June 30, 2020, we have ownership interests in (i) two consolidated operating properties, (ii) three consolidated development properties and (iii) seven unconsolidated operating properties. With respect to our consolidated operating properties, we wholly own the St. Augustine Outlet Center, a retail outlet shopping center located in St. Augustine, Florida which contains approximately 0.3 million square feet of gross leasable area, and have a majority ownership interest of approximately 59.2% in Gantry Park Landing, a multi-family residential property located in Long Island City, New York which contains 199 apartment units. With respect to our consolidated development properties, we wholly own three projects consisting of the Lower East Side Moxy Hotel, the Exterior Street Project and the Santa Clara Data Center, all of which were under development as of June 30, 2020. We also hold a 2.5% ownership interest in seven hotel properties through a joint venture (the “Joint Venture”). The Joint Venture is between us and the operating partnership of Lightstone Value Plus Real Estate Investment Trust II, Inc. (“Lightstone II”), a real estate investment trust (“REIT”) also sponsored by our Sponsor, which has a 97.5% ownership interest in the Joint Venture. Furthermore, we have other real estate-related investments, including several agreements with various related party entities that provide for us to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) and nonrecourse promissory notes made to unaffiliated third-parties. Our real estate investments have been and are expected to continue to be held by the Company alone or jointly with other parties.

 

We do not have employees. We entered into an advisory agreement pursuant to which the Advisor supervises and manages our day-to-day operations and selects our real estate and real estate related investments, subject to oversight by our Board of Directors. We pay the Advisor fees for services related to the investment and management of our assets, and we will reimburse the Advisor for certain expenses incurred on our behalf.

 

To maintain our qualification as a REIT, we engage in certain activities such as providing real estate-related services through taxable REIT subsidiaries (“TRSs”). As such, we may still be subject to U.S. federal and state income and franchise taxes from these activities.

 

Acquisitions and Investment Strategy

 

We have, to date, acquired and/or developed residential, commercial and hospitality properties principally, all of which are located in the United States and also made other real estate-related investments. Our acquisitions have included both portfolios and individual properties. Our current operating properties consist of one retail property (the St. Augustine Outlet Center) and one multi-family residential property (Gantry Park Landing). We have also acquired various parcels of land and air rights related to the development and construction of real estate properties. Additionally, we have made Preferred Investments and originated nonrecourse loans to unaffiliated third-party borrowers.

 

Investments in real estate are generally made through the purchase of all or part of a fee simple ownership, or all or part of a leasehold interest. We may also purchase limited partnership interests, limited liability company interests and other equity securities. We may also enter into joint ventures with related parties for the acquisition, development or improvement of properties as well as general partnerships, co-tenancies and other participations with real estate developers, owners and others for the purpose of developing, owning and operating real properties. We will not enter into a joint venture to make an investment that we would not be permitted to make on our own. Not more than 10% of our total assets will be invested in unimproved real property. For purposes of this paragraph, “unimproved real properties” does not include properties acquired for the purpose of producing rental or other operating income, properties under construction and properties for which development or construction is planned within one year.

 

Current Environment

 

Our operating results 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, our 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, 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, and recession.

 

 COVID-19 Pandemic

 

During the second quarter of 2020, the COVID-19 pandemic continued to evolve on both a global and national level. With respect to the Unites States, many states have begun a phased approach as to the reopening of businesses and venues which have been subject to various restrictions and other measures, including mandatory closures, quarantines, limitations on travel, “shelter in place” rules and other measures. While certain states have begun to reduce and/or lift restrictions, the situation remains both dynamic and unpredictable.

 

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As a result of previous restrictions, we were required to temporarily close our St. Augustine Outlet Center on March 20, 2020. However, we were subsequently able to reopen the St. Augustine Outlet Center on May 7, 2020 and it is currently operating with both reduced capacity levels and operating hours in accordance with the State of Florida’s guidelines. Primarily because of the impact of COVID-19 on the operating performance of the St. Augustine Outlet Center’s tenancy, especially during the closure period, we have provided forbearance of certain rent payments to various tenants, which have not had a material impact on our results from operations or financial condition.

 

To-date the COVID-19 pandemic has not had any significant impact on Gantry Park Landing or on our three development projects because only limited construction activities have thus far commenced. Furthermore, our other real estate-related investments (both our Preferred Investments and nonrecourse loans made to unaffiliated third-party borrowers) also relate to various development projects which are at different stages in their respective development process. These investments, which are subject to similar restrictions and other measures, have also not yet seen any significant impact from the COVID-19 pandemic.

 

The extent to which our business may be affected by the current COVID-19 pandemic will largely depend on both current and future developments, including its duration, spread and treatment, and related travel advisories and restrictions, all of which are highly uncertain and cannot be reasonably predicted.

 

If our operating properties, development projects and real estate-related investments are negatively impacted for an extended period because (i) tenants are unable to pay their rent, (ii) borrowers are unable to pay scheduled debt service on notes receivable, (iii) development activities are delayed and/or (iv) various related party entities are unable to pay monthly preferred distributions on our Preferred Investments, our business and financial results could be materially and adversely impacted. While we have implemented various cost reduction strategies, including the deferral of certain non-critical capital expenditures, there can be no assurance that these cost savings will fully mitigate the potential adverse impact of any lost revenue and income.

 

These and other market and economic challenges could materially affect (i) the value and performance of our investments, (ii) our ability to pay future distributions, if any, (iii) the availability or terms of financings, (iv) our ability to make scheduled principal and interest payments, and (v) our ability to refinance any outstanding debt when contractually due.

 

We are not currently aware of any other material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from our operations, other than those referred to above or throughout this Form 10-Q. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires our 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.

 

Wholly Owned and Consolidated Real Estate Properties:

 

   Location   Year Built (Range of years built)   Date Acquired   Gross Leasable Area ("GLA") in Square Feet/Leaseable Units    Percentage Occupied as of June 30, 2020  Annualized Revenues based on rents at
June 30, 2020
   Annualized Revenues per square foot/unit at June 30, 2020 
St. Augustine Outlet Center (Retail Outlet Shopping Center (1)  St. Augustine, Florida   1998   March 2006   328,120 GLA    78.2%    $2.1 million    $8.13 sqft 
Gantry Park Landing (Multi-Family Apartment Building)  Long Island City, New York   2013   August 2013   199 units    96.5%    $9.0 million    $46,729 unit 

 

Annualized revenue is defined as the minimum monthly payments due as of June 30, 2020 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants’ sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants as June 30, 2020.

 

Development Projects

 

Lower East Side Moxy Hotel

 

On December 3, 2018, we acquired three adjacent parcels of land located at 147-151 Bowery, New York, New York on which we are developing and constructing a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”).

 

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Exterior Street Project

 

On February 27, 2019, we, acquired two adjacent parcels of land located at 355 and 399 Exterior Street, New York, New York, on which are developing and constructing a multi-family residential property (the “Exterior Street Project”).

 

Santa Clara Data Center

 

On January 10, 2019, we acquired a parcel of land located at 2175 Martin Avenue, Santa Clara, CA, on which we are developing and constructing a data center (the “Santa Clara Data Center”).

 

The following is a summary of the amounts incurred and capitalized to construction in progress for our development projects as of June 30, 2020:

 

Development Projects    
Lower East Side Moxy Hotel  $83,505 
Exterior Street Project   70,056 
Santa Clara Data Center   13,317 
Total Developments Projects  $166,878 

 

Results of Operations

 

Dispositions - Continuing Operations

 

The following disposition did not represent a strategic shift that had a major effect on our operations and financial results and therefore did not qualify to be reported as discontinued operations and its operating results are reflected in our results from continuing operations in the consolidated statements of operations for all periods presented through the date of disposition:

 

DePaul Plaza

 

On September 20, 2019, we disposed of a retail center located in Bridgeton, Missouri (“DePaul Plaza”), to an unrelated third party for aggregate consideration of approximately $19.8 million, excluding closing and other related costs. In connection with the disposition, we recorded a gain on the disposition of real estate of approximately $1.0 million during the third quarter of 2019.

 

Dispositions - Discontinued Operations

 

The following dispositions qualified to be reported as discontinued operations and their operating results are classified as discontinued operations in the consolidated statements of operations for all periods presented through their respective dates of disposition:

 

Disposition Transactions related to Gulf Coast Industrial Portfolio

 

We had an outstanding non-recourse mortgage loan (the “Gulf Coast Industrial Portfolio Mortgage Loan”) which was originated in February 2007 and subsequently transferred during the third quarter of 2012 to a special servicer that discontinued scheduled debt service payments and notified us that the loan was in default and due on demand. The Gulf Coast Industrial Portfolio Mortgage Loan was initially cross-collateralized by a portfolio of 14 industrial properties (collectively, the “Gulf Coast Industrial Portfolio”) including 10 properties located in Louisiana (seven properties located in New Orleans and three properties located in Baton Rouge, and collectively, the “Louisiana Assets”) and four properties located in San Antonio, Texas (the “San Antonio Assets”).

 

Foreclosure of San Antonio Assets

 

On June 5, 2018, the special servicer completed a partial foreclosure of the Gulf Coast Industrial Portfolio pursuant to which it foreclosed on the San Antonio Assets. The San Antonio Assets were sold in a foreclosure sale by the special servicer for an aggregate amount of approximately $20.7 million.

 

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Assignment of Ownership in Louisiana Assets to Lender

 

On February 12, 2019, we and the lender of the Gulf Coast Industrial Portfolio Mortgage entered into an assignment agreement (the “Assignment Agreement”) pursuant to which we assigned our membership interests in the Louisiana Assets to the lender with an effective date of February 7, 2019. Under the terms of the Assignment Agreement, the lender assumed the significant risks and rewards of ownership and took legal title and physical possession of the Louisiana Assets and assumed all the other assets and related liabilities, including the Gulf Coast Industrial Mortgage and its accrued and unpaid interest, and released us of any claims against the liabilities assumed.

 

As a result of the Assignment Agreement, we have fully satisfied all of our obligations with respect to the Gulf Coast Industrial Portfolio Mortgage and all amounts accrued but not paid for interest (including default interest) and no amounts are due to the lender. Additionally, we have no continuing involvement with the Louisiana Assets. 

 

The aggregate carrying value of the assets transferred and the liabilities extinguished in connection with our assignment of our ownership interests in the Louisiana Assets to the lender was approximately $37.0 million and $49.6 million, respectively.

 

Since our performance obligations were met upon the assignment of our ownership interests in the Louisiana Assets to the lender and we have no continuing involvement with the Louisiana Assets, an aggregate gain on debt extinguishment of approximately $13.6 million was recognized during the first quarter of 2019.

 

The disposition of the Louisiana Assets, which comprised all of our remaining industrial properties, represented a strategic shift that had a major effect on our operations and financial results.

 

As a result, the operating results of the Louisiana Assets have been classified as discontinued operations in our consolidated statements of operations for all periods presented through their date of disposition.

 

For the Three Months Ended June 30, 2020 vs. June 30, 2019

 

Consolidated – Continuing Operations

 

Revenues

 

Our revenues are comprised of rental income and tenant recovery income. Total revenues decreased by approximately $0.9 million to $3.0 million for the three months ended June 30, 2020 compared to $3.9 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, revenues decreased by $0.3 million primarily attributable to reduced occupancy at our St. Augustine Outlet Center during the 2020 period resulting from the COVID-19 pandemic.

 

Property operating expenses

 

Property operating expenses decreased by approximately $0.2 million to $0.9 million for the three months ended June 30, 2020 compared to $1.1 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, property operating expenses decreased slightly by $0.1 million.

 

Real estate taxes

 

Real estate taxes decreased by approximately $0.3 million to $0.1 million for the three months ended June 30, 2020 compared to $0.4 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, real estate taxes decreased slightly by $0.1 million.

 

General and administrative expenses

 

General and administrative expenses increased by approximately $0.2 million to $1.0 million for the three months ended June 30, 2020 compared to $0.8 million for the same period in 2019.

 

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Depreciation and amortization

 

Depreciation and amortization decreased by approximately $0.3 million to $1.0 million for the three months ended June 30, 2020 compared to $1.3 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, depreciation and amortization was relatively flat.

 

Interest and dividend income

 

Interest and dividend income decreased by approximately $0.9 million to $2.9 million for the three months ended June 30, 2020 compared to $3.8 million for the same period in 2019. The decrease primarily reflects lower investment income of $1.8 million from our Preferred Investments and a decrease in dividend and interest income from our investments in marketable securities of $0.5 million partially offset by an increase in interest income earned on our notes receivable of $1.4 million.

 

Interest expense

 

Interest expense, including amortization of deferred financing costs, increased by approximately $0.3 million to $0.6 million for the three months ended June 30, 2020 compared to $0.3 million for the same period in 2019. This increase reflects higher interest expense resulting from an increase in the amount of debt outstanding during the 2020 period. During the three months ended June 30, 2020 and 2019, $1.8 million and $2.4 million, respectively, of interest was capitalized to construction in progress for our development projects.

 

Gain on disposition of real estate

 

On April 6, 2020, we completed the disposition of a parcel of land adjacent to the St. Augustine Outlet Center for a contractual sales price of $2.1 million and recognized a gain on the disposition of real estate of approximately $1.6 million during the second quarter of 2020.

 

Unrealized gain/loss on marketable equity securities

 

During the three months ended June 30, 2020, we recorded an unrealized gain on marketable equity securities of $2.7 million and during the three months ended June 30, 2019, we recorded an unrealized loss on marketable equity securities of $4.8 million which represented the change in the fair value of our marketable equity securities during those periods.

 

Noncontrolling interests

 

The net earnings allocated to noncontrolling interests relates to (i) parties of the Company that hold units in the Operating Partnership, (ii) the interest in PRO-DFJV Holdings LLC (“PRO”) held by our Sponsor, (iii) the ownership interests in 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”) held by our Sponsor and other affiliates and (iv) the ownership interest in various joint ventures held by affiliates of our Sponsor that have originated nonrecourse loans to unaffiliated third-party borrowers.

 

For the Six Months Ended June 30, 2020 vs. June 30, 2019

 

Consolidated – Continuing Operations

 

Revenues

 

Our revenues are comprised of rental income and tenant recovery income. Total revenues decreased by approximately $1.7 million to $6.2 million for the six months ended June 30, 2020 compared to $7.9 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, revenues decreased by $0.3 million primarily attributable to reduced occupancy at our St. Augustine Outlet Center during the 2020 period resulting from the COVID-19 pandemic.

 

Property operating expenses

 

Property operating expenses decreased by approximately $0.3 million to $2.0 million for the six months ended June 30, 2020 compared to $2.3 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, property operating expenses were relatively flat.

 

Real estate taxes

 

Real estate taxes decreased by approximately $0.5 million to $0.2 million for the six months ended June 30, 2020 compared to $0.7 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, real estate taxes decreased slightly by $0.1 million.

 

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General and administrative expenses

 

General and administrative expenses increased slightly by approximately $0.1 million to $1.7 million for the six months ended June 30, 2020 compared to $1.6 million for the same period in 2019.

 

Depreciation and amortization

 

Depreciation and amortization decreased by approximately $0.6 million to $2.0 million for the six months ended June 30, 2020 compared to $2.6 million for the same period in 2019. Excluding the effect of the disposition of DePaul Plaza, depreciation and amortization decreased slightly by $0.1 million.

 

Interest and dividend income

 

Interest and dividend income decreased by approximately $1.9 million to $5.8 million for the six months ended June 30, 2020 compared to $7.7 million for the same period in 2019. The decrease primarily reflects lower investment income of $3.9 million from our Preferred Investments and a decrease in dividend and interest income from our investments in marketable securities of $0.6 million partially offset by an increase in interest income earned on our notes receivable of $2.6 million.

 

Interest expense

 

Interest expense, including amortization of deferred financing costs, increased by approximately $0.6 million to $1.3 million for the six months ended June 30, 2020 compared to $0.7 million for the same period in 2019. This increase reflects higher interest expense resulting from an increase in the amount of debt outstanding during the 2020 period. During the six months ended June 30, 2020 and 2019, $4.1 million and $3.9 million, respectively, of interest was capitalized to construction in progress for our development projects.

 

Gain on disposition of real estate

 

On April 6, 2020, we completed the disposition of a parcel of land adjacent to the St. Augustine Outlet Center for a contractual sales price of $2.1 million and recognized a gain on the disposition of real estate of approximately $1.6 million during the second quarter of 2020.

 

Unrealized loss on marketable equity securities

 

During the six months ended June 30, 2020 and 2019, we recorded unrealized losses on marketable equity securities of $18.6 million and $1.7 million, respectively, which represented the change in the fair value of our marketable equity securities during those periods.

 

Noncontrolling interests

 

The net earnings allocated to noncontrolling interests relates to (i) parties of the Company that hold units in the Operating Partnership, (ii) the interest in PRO-DFJV Holdings LLC (“PRO”) held by our Sponsor, (iii) the ownership interests in 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”) held by our Sponsor and other affiliates and (iv) the ownership interest in various joint ventures held by affiliates of our Sponsor that have originated nonrecourse loans to unaffiliated third-party borrowers.

 

Financial Condition, Liquidity and Capital Resources   

 

Overview:

  

Rental income, interest and dividend income and borrowings are our principal source of funds to pay operating expenses, scheduled debt service, routine capital expenditures and distributions.

 

We expect to meet our short-term liquidity requirements, including the costs of our expected non-recurring capital expenditures, including development activities, and scheduled debt service generally through working capital, redemptions of our Preferred Investments, repayments of our outstanding notes receivable, the remaining availability on the Bowery Mortgage ($0.4 million as of June 30, 2020) and/or new borrowings and refinancing of existing debt. To-date we have only performed limited construction activities on our development projects and we expect to obtain construction financing for a substantial portion of their future development costs. As of June 30, 2020, we had approximately $72.5 million of cash and cash equivalents on hand and $37.4 million of marketable securities, available for sale. We believe that these cash resources will be sufficient to satisfy our cash requirements for the foreseeable future, and we do not anticipate a need to raise funds from other than these sources within the next twelve months.

 

Our borrowings consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties. We typically have obtained level payment financing, meaning that the amount of debt service payable would be substantially the same each year. As such, most of the mortgages on our properties provide for a so-called “balloon” payment and are at a fixed interest rate.

 

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Additionally, in order to leverage our investments in marketable securities and seek a higher rate of return, we have access to borrowings under a margin loan and line of credit collateralized by the securities held with the financial institution that provided the margin loan and line of credit as well as a portion of our Marco OP Units. These loans are due on demand and any outstanding balance must be paid upon the liquidation of securities.

 

Our charter provides that the aggregate amount of borrowing, both secured and unsecured, may not exceed 300% of net assets in the absence of a satisfactory showing that a higher level is appropriate, the approval of our Board of Directors and disclosure to stockholders. Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets level must be approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report to stockholders, along with justification for such excess. As of June 30, 2020, our total borrowings of $166.7 million represented 52% of net assets.

 

Any future properties that we may acquire or investments we may make may be funded through a combination of borrowings, proceeds generated from the sale and redemption of our marketable securities, available for sale, proceeds received from the selective disposition of our properties and proceeds received from the redemption of our Preferred Investments. These borrowings may consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties. Such mortgages may be put in place either at the time we acquire a property or subsequent to our purchasing a property for cash. In addition, we may acquire properties that are subject to existing indebtedness where we choose to assume the existing mortgages. Generally, though not exclusively, we intend to seek to encumber our properties with debt, which will be on a non-recourse basis. This means that a lender’s rights on default will generally be limited to foreclosing on the property. However, we may, at our discretion, secure recourse financing or provide a guarantee to lenders if we believe this may result in more favorable terms. When we give a guaranty for a property owning entity, we will be responsible to the lender for the satisfaction of the indebtedness if it is not paid by the property owning entity.

 

We may also obtain lines of credit to be used to acquire properties or real estate-related assets. These lines of credit will be at prevailing market terms and will be repaid from proceeds from the sale or refinancing of properties, working capital or permanent financing. Our Sponsor or its affiliates may guarantee the lines of credit although they will not be obligated to do so.

 

In addition to meeting working capital needs and making distributions, if any, to our stockholders and non-controlling interests, our capital resources are used to make certain payments to our Advisor and its affiliates, including payments related to asset acquisition fees, development fees and leasing commissions, asset management fees, the reimbursement of acquisition related expenses to our Advisor and property management fees. We also reimburse our Advisor and its affiliates for actual expenses it incurs for administrative and other services provided to us.

 

The following table represents the fees incurred associated with the payments to our Advisor and its affiliates for the periods indicated:

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2020   2019   2020   2019 
Acquisition fees (capitalized and are reflected in the carrying value of the investment)  $-   $-   $-   $1,823 
Asset management fees (general and administrative costs)   215    301    430    638 
Property management fees (property operating expenses)   103    76    213    155 
Development fees and leasing commissions*   -    93    -    167 
Total  $318   $470   $643   $2,783 

 

*   Generally, capitalized and amortized over the estimated useful life of the associated asset.                                

 

Additionally, we may be required to make distributions on the special general partner interests (“SLP Units”) in the Operating Partnership held by Lightstone SLP, LLC, an affiliate of the Advisor. In connection with the Company’s initial public offering, Lightstone SLP, LLC purchased an aggregate of $30.0 million of SLP Units. These SLP Units, the purchase price of which will be repaid only after stockholders receive a stated preferred return and their net investment, entitle Lightstone SLP, LLC to a portion of any regular distributions made by the Operating Partnership.

 

During both the three and six months ended June 30, 2020 and 2019, distributions of $0.5 million and $1.0 million, respectively, were declared and paid on the SLP units.

 

Summary of Cash Flows

 

The following summary discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below:

 

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   For the Six Months Ended
June 30,
 
   2020   2019 
     
Net cash flows provided by operating activities  $4,591   $10,788 
Net cash flows provided by/(used in) investing activities   597    (29,353)
Net cash flows (used in)/provided by financing activities   (10,108)   27,942 
Net change in cash, cash equivalents and restricted cash   (4,920)   9,377 
           
Cash, cash equivalents and restricted cash, beginning of year   79,800    36,582 
Cash, cash equivalents and restricted cash, end of the period  $74,880   $45,959 

 

Our principal sources of cash flow are derived from the operation of our rental properties, interest and dividend income on our marketable securities and real estate-related investments, as well as loan proceeds and proceeds from redemptions of Preferred Investments. We intend that our properties and real estate-related investments will provide a relatively consistent stream of cash flow that provides us with resources to fund operating expenses, debt service and quarterly distributions if authorized by our board of directors.

 

Our principal demands for liquidity are (i) our property operating expenses, (ii) real estate taxes, (iii) insurance costs, (iv) leasing costs and related tenant improvements, (v) capital expenditures, (vi) acquisition and development activities, including our investments in related parties, (vi) funding of notes receivable, (viii) scheduled debt service and (ix) distributions to our stockholders and noncontrolling interests. The principal sources of funding for our operations are operating cash flows and proceeds from (i) the sale and redemption of marketable securities, (ii) the selective disposition of properties or interests in properties, (iii) redemptions of our Preferred Investments, (iv) the issuance of equity and debt securities and (v) the placement of mortgage loans or other indebtedness.

 

Operating activities

 

The net cash provided by operating activities of $4.6 million for the six months ended June 30, 2020 consists of the following:

 

·cash inflows of approximately $5.4 million from our net loss after adjustment for non-cash items; and

 

·cash outflows of approximately $0.8 million associated with the net changes in operating assets and liabilities.

 

Investing activities

 

The net cash provided by investing activities of $0.6 million for the six months ended June 30, 2020 consists primarily of the following:

 

·purchases of investment property of approximately $12.9 million;

 

·net funding of notes receivable of $5.7 million;

 

·proceeds from the sale of investment property of $2.1 million;

 

·proceeds from Preferred Investments of $20.0 million; and

 

·net purchases of marketable securities of $3.0 million.

 

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Financing activities

 

The net cash used in financing activities of approximately $10.1 million for the six months ended June 30, 2020 is primarily related to the following:

 

·contributions received from noncontrolling interests of $3.5 million;

 

·aggregate net payments on mortgages and fees and expenses of $0.4 million;

 

·redemptions and cancellation of common stock of $3.1 million;

 

·distributions to our noncontrolling interests of $2.4 million; and

 

·distributions to our common shareholders of $7.7 million.

 

Development Activities

 

Lower East Side Moxy Hotel

 

On December 3, 2018, we, through a subsidiary of the Operating Partnership, acquired three adjacent parcels of land located at 147-151 Bowery, New York, New York (collectively, the “Bowery Land”) from 151 Emmut Properties LLC and 145-149 Bowery LLC, both unaffiliated third parties, for aggregate consideration of approximately $56.5 million, excluding closing and other acquisition related costs. Additionally, on December 6, 2018, we, though a subsidiary of the Operating Partnership, acquired certain air rights located at 329 Broome Street, New York, New York (the “Air Rights”) from B.R.P. Realty Corp., an unaffiliated third party, for approximately $2.4 million, excluding closing and other acquisition related costs. We intend to use the Bowery Land and Air Rights in connection with the development and construction of a 296-room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”). The Lower East Side Moxy Hotel is currently under development.

 

On December 3, 2018, we entered into a mortgage loan collateralized by the Lower East Side Moxy Hotel (the “Bowery Mortgage”) for approximately $35.6 million. The Bowery Mortgage has a term of two years, bears interest at LIBOR+4.25% and requires monthly interest-only payments through its stated maturity with the entire unpaid balance due upon maturity. Through June 30, 2020, we received aggregate proceeds of $35.2 million under the Bowery Mortgage. As a result, the Bowery Mortgage had an outstanding balance and remaining availability of $35.2 million and $0.4 million, respectively, as of June 30, 2020.

  

Exterior Street Project

 

On February 27, 2019, we, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street, New York, New York (collectively, the “Exterior Street Land”), from Borden Realty Corp and 399 Exterior Street Associates LLC, unaffiliated third parties, for an aggregate purchase price of approximately $59.0 million, excluding closing and other acquisition related costs. We intend\ to use the Exterior Street Land for the development and construction of a multi-family residential property (the “Exterior Street Project”). The Exterior Street Project is currently under development.

 

On March 29, 2019, we entered into a $35.0 million loan (the “Exterior Street Loan”) which bears interest and 4.50% and was initially scheduled to mature on April 9, 2020. However, because we have already exercised the first of two six-month extension options, the current maturity date is now October 9, 2020. The Exterior Street Loan requires monthly interest payments through its maturity date and is collateralized by the Exterior Street Project.

  

Santa Clara Data Center

 

On January 10, 2019, we, through subsidiaries of the Operating Partnership, acquired a parcel of land located at 2175 Martin Avenue, Santa Clara, California (the “Martin Avenue Land”) from The Chioini Living Trust, an unaffiliated third party, for approximately $10.6 million, excluding closing and other acquisition related costs. We intend to use the Martin Avenue Land for the development and construction of a data center (the “Santa Clara Data Center”). The Santa Clara Data Center is currently under development.

 

The following is a summary of the amounts incurred and capitalized to construction in progress for our development projects as of June 30, 2020:

 

Development Projects    
Lower East Side Moxy Hotel  $83,505 
Exterior Street Project   70,056 
Santa Clara Data Center   13,317 
Total Devlopments Projects  $166,878 

 

During the second quarter of 2020, the COVID-19 pandemic continued to evolve on both a global and national level. The states where we have development projects (New York and California), have begun a phased approach as to the reopening of businesses and venues which have been subject to various restrictions and other measures, including mandatory closures, quarantines, limitations on travel, “shelter in place” rules and other measures, however, the situation remains both dynamic and unpredictable.

 

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To-date the COVID-19 pandemic has not had any significant impact on our three development projects because only limited construction activities have thus far commenced. We intend to obtain construction financing on our development projects to fund a substantial portion of their future development costs. However, the COVID-19 pandemic may (i) affect our ability to obtain construction financing, and/or (ii) cause delays or increase costs associated with building materials or construction services necessary for construction, which could adversely impact our ability to either ultimately commence and/or complete construction as planned, on budget or at all for our development projects.

 

We currently believe our capital resources are sufficient to fund our expected development activities related to the Lower East Side Moxy Hotel, the Exterior Street Project and the Santa Clara Data Center for the next 12 months. However, we ultimately expect to finance a substantial portion of our development costs through construction loans. Due to the uncertainty in capital and financial markets in the United States because of the current COVID-19 pandemic, there can be no assurance we will be successful in obtaining construction financing at favorable terms, if at all.

 

Preferred Investments

 

We have Preferred Investments that entitle us to monthly preferred distributions. The Preferred Investments had an aggregate balance of $14.5 million and $34.5 million as of June 30, 2020 and December 31, 2019, respectively, and are classified as held-to-maturity securities, recorded at cost and included in investments in related parties on the consolidated balance sheets. The fair value of these investments approximated their carrying values based on market rates for similar instruments.

 

During the six months ended June 30, 2020, we (i) redeemed $11.0 million of the 40 East End Avenue Preferred Investment and the entire remaining Miami Moxy Preferred Investment of $9.0 million.

 

The Preferred Investments are summarized as follows:

 

       Preferred
Investment Balance
   Investment Income (1) 
       As of   As of   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
Preferred Investments  Dividend
Rate
   June 30,
2020
   December 31,
2019
   2020   2019   2020   2019 
40 East End Avenue   12%  $6,000   $17,000   $182   $910   $518   $1,810 
30-02 39th Avenue   12%   -    -    -    -    -    140 
East 11th Street   12%   8,500    8,500    258    807    519    1,907 
Miami Moxy   12%   -    9,000    -    558    45    1,090 
Total Preferred Investments       $14,500   $34,500   $440   $2,275   $1,082   $4,947 

 

Note:

(1)– Included in interest and dividend income on the statements of operations.

 

 Notes Receivable

 

Beginning in 2019, we formed certain joint ventures (collectively, the “NR Joint Ventures”) between wholly-owned subsidiaries of the Operating Partnership (collectively, the “NR Subsidiaries”) and affiliates of the Sponsor (the “NR Affiliates”) which have originated nonrecourse loans (collectively, the “Joint Venture Promissory Notes”) to unaffiliated third-party borrowers (collectively, the “Joint Venture Borrowers”).

 

We determined that the NR Joint Ventures are VIEs and the NR Subsidiaries are the primary beneficiaries.  Since the NR Subsidiaries are the primary beneficiaries, beginning on the applicable date of formation, we consolidated the operating results and financial condition of the NR Joint Ventures and accounted for the respective ownership interests of the NR Affiliates as noncontrolling interests.

 

The Joint Venture Promissory Notes provide for monthly interest at a prescribed variable rate, subject to a floor. In connection with funding of the Joint Venture Promissory Notes, the NR Joint Ventures have received origination fees (1.00% - 1.50%) based on the principal amount of the loan and retained a portion of the loan proceeds to establish a reserve for interest and other items (the “Loan Reserves”). The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets.

 

The Joint Venture Promissory Notes generally have an initial term of one or two years and may provide for additional one-year extension options subject to satisfaction of certain prescribed conditions, including the funding of an additional reserve for interest and payment of an extension fee. The Joint Venture Promissory Notes are collateralized by either the membership interests of the Joint Venture Borrowers in the borrowing entity or the underlying real property being developed by the Joint Venture Borrower.

 

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The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets. The origination fees received are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are amortized into interest income, using a straight-line method that approximates the effective interest method, over the initial term of the Joint Venture Promissory Notes. The Loan Reserves are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are applied against the monthly interest due over the initial term.

 

The Notes Receivable are summarized as follows:

 

                      As of June 30, 2020
   Company's   Loan           Current   Contractual          Unamortized         
   Ownership   Commitment   Origination   Origination   Maturity   Interest  Outstanding   Loan   Origination   Carrying   Unfunded 
Joint Venture/Lender  Percentage   Amount   Fee   Date   Date   Rate  Principal   Reserves   Fee   Value   Commitment 
LSC 162nd Capital I LLC   45.45%  $4,234    1.50%   February 5, 2019    November 11,2020   Libor plus 7.50%
(Floor of 11%)
  $4,076   $(185)  $(41)  $3,850   $- 
                                                      
LSC 162nd Capital II LLC   45.45%   9,166    1.50%   February 5, 2019    November 11,2020   Libor plus 7.50%
(Floor of 11%)
   8,824    (401)   (88)   8,335    - 
                                                      
LSC 1543 7th LLC