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 March 31, 2017

 

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)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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. (Check one):

 

Large accelerated filer   ¨		Accelerated filer   ¨
Non-accelerated filer   þ		Smaller reporting company  ¨
		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 May 8, 2017, there were approximately 25.0 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
	Consolidated Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016	3
	Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2017 and 2016	4
	Consolidated Statements of Comprehensive Income/Loss (unaudited) for the Three Months Ended March 31, 2017 and 2016	5
	Consolidated Statement of Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2017	6
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2017 and 2016	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31

 

 

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 March 31, 2017				As of December 31, 2016
		(Unaudited)
Assets
Investment property:
Land and improvements		$	60,488			$	60,485
Building and improvements			203,033				203,054
Furniture and fixtures			17,945				17,613
Construction in progress			123				962
Gross investment property			281,589				282,114
Less accumulated depreciation			(51,774	)			(49,773	)
Net investment property			229,815				232,341
Investment in related parties			144,213				142,752
Cash and cash equivalents			101,975				105,539
Marketable securities, available for sale			51,271				52,495
Restricted escrows			3,866				2,818
Tenant and other accounts receivable			1,571				1,875
Mortgage receivable			4,852				4,893
Intangible assets, net			618				693
Prepaid expenses and other assets			4,749				3,889
Total Assets		$	542,930			$	547,295
Liabilities and Stockholders' Equity
Mortgages payable, net		$	183,365			$	183,313
Notes payable, net			18,590				18,586
Accounts payable, accrued expenses and other liabilities			20,035				18,827
Due to related parties			577				573
Tenant allowances and deposits payable			1,475				1,429
Distributions payable			4,323				4,432
Deferred rental income			1,076				1,105
Acquired below market lease intangibles, net			410				446
Total Liabilities			229,851				228,711
Commitments and contingencies
Stockholders' equity:
Company's Stockholders Equity:
Preferred shares, $0.01 par value, 10,000 shares authorized, none issued and outstanding			-				-
Common stock, $0.01 par value; 60,000 shares authorized, 25,026 and 25,101 shares issued and outstanding, respectively			250				251
Additional paid-in-capital			196,285				197,036
Accumulated other comprehensive income			15,310				15,954
Accumulated surplus			81,011				84,240
Total Company's stockholders' equity			292,856				297,481
Noncontrolling interests			20,223				21,103
Total Stockholders' Equity			313,079				318,584
Total Liabilities and Stockholders' Equity		$	542,930			$	547,295

 

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

 

 

PART I. FINANCIAL INFORMATION, CONTINUED:  

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

 

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

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

 

		Three Months Ended March 31,
		2017				2016
Revenues:
Rental income		$	7,667			$	9,234
Tenant recovery income			946				1,147
Other service income			2,776				2,788
Total revenues			11,389				13,169
Expenses:
Property operating expenses			6,123				6,900
Real estate taxes			680				909
General and administrative costs			1,435				1,476
Depreciation and amortization			2,793				2,980
Total operating expenses			11,031				12,265
Operating income			358				904
Other expense, net			(17	)			(275	)
Interest and dividend income			4,703				4,970
Interest expense			(3,706	)			(3,765	)
Loss on sale of marketable securities, available for sale			(33	)			(222	)
Net income			1,305				1,612
Less: net income attributable to noncontrolling interests			(211	)			(234	)
Net income attributable to Company's common shares		$	1,094			$	1,378
Net income per Company’s common share, basic and diluted		$	0.04			$	0.05
Weighted average number of common shares outstanding, basic and diluted			25,059				25,938

 

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

 

 

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/(LOSS)

(Amounts in thousands)

(Unaudited)

 

		For the Three Months March 31,
		2017				2016
Net income		$	1,305			$	1,612
Other comprehensive (loss)/income:
Holding (loss)/gain on marketable securities, available for sale			(723	)			3,168
Reclassification adjustment for loss included in net income			(33	)			(222	)
Other comprehensive (loss)/income			(756	)			2,946
Comprehensive income			549				4,558
Less: Comprehensive income attributable to noncontrolling interests			(100	)			(519	)
Comprehensive income attributable to Company's common shares		$	449			$	4,039

 

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

 

 

PART I. FINANCIAL INFORMATION, CONTINUED:  

ITEM 1. FINANCIAL STATEMENTS, CONTINUED:

 

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

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)

 

										Additional				Accumulated Other								Total
		Common								Paid-In				Comprehensive				Accumulated				Noncontrolling
		Shares				Amount				Capital				Income				Surplus				Interests				Total Equity
BALANCE, December 31, 2016			25,101			$	251			$	197,036			$	15,954			$	84,240			$	21,103			$	318,584
Net income			-				-				-				-				1,094				211				1,305
Other comprehensive loss			-				-				-				(644	)			-				(112	)			(756	)
Distributions declared			-				-				-				-				(4,323	)			-				(4,323	)
Distributions paid to noncontrolling interests			-				-				-				-				-				(983	)			(983	)
Contributions received from noncontrolling interests			-				-				-				-				-				4				4
Redemption and cancellation of shares			(75	)			(1	)			(751	)			-				-				-				(752	)
BALANCE, March 31, 2017			25,026			$	250			$	196,285			$	15,310			$	81,011			$	20,223			$	313,079

 

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

 

 

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 Three Months Ended March 31,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,305			$	1,612
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			2,793				2,980
Mark to market adjustment on derivative financial instruments			(65	)			294
Loss on sale of marketable securities, available for sale			33				222
Other non-cash adjustments			192				75
Changes in assets and liabilities:
Increase in prepaid expenses and other assets			(492	)			(1,324	)
Decrease in tenant and other accounts receivable			217				218
Increase in tenant allowances and deposits payable			119				162
Increase in accounts payable,  accrued expenses and other liabilities			708				1,225
Increase in due to related parties			4				263
(Decrease)/increase in deferred rental income			(29	)			36
Net cash provided by operating activities			4,785				5,763
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment property, net			(666	)			(890	)
Collections on mortgage receivable			41				25
Proceeds from sale of marketable securities			436				1,811
Proceeds from preferred investments in related parties			2,300				-
Contributions in preferred investments in related parties			(3,738	)			(2,700	)
Distributions from investment in unconsolidated affiliated real estate entity			-				1,989
Proceeds from sale of investment property and other real estate assets			-				214
Funding of restricted escrows			(457	)			(364	)
Net cash (used in)/provided by investing activities			(2,084	)			85
CASH FLOWS FROM FINANCING ACTIVITIES:
Mortgage payments			(102	)			(488	)
Redemption and cancellation of common stock and noncontrolling interests			(752	)			(1,343	)
Contributions received from noncontrolling interests			4				1
Distributions paid to noncontrolling interests			(983	)			(8,114	)
Distributions paid to Company's common stockholders			(4,432	)			(4,528	)
Net cash used in financing activities			(6,265	)			(14,472	)
Net change in cash and cash equivalents			(3,564	)			(8,624	)
Cash and cash equivalents, beginning of year			105,539				68,459
Cash and cash equivalents, end of period		$	101,975			$	59,835
Supplemental cash flow information for the periods indicated is as follows:
Cash paid for interest		$	1,363			$	2,407
Distributions declared		$	4,323			$	4,455
Non cash purchase of investment property		$	23			$	190

 

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

 

 

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)(Unaudited)

 

1.	Organization

 

Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (“Lightstone REIT”) was formed on June 8, 2004 (date of inception) and subsequently qualified as a real estate investment trust (“REIT”) during the year ending December 31, 2006. 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.

 

Lightstone REIT is structured as an umbrella partnership REIT, or UPREIT, and substantially all of its current and future business is and will be conducted through Lightstone Value Plus REIT, L.P., a Delaware limited partnership formed on July 12, 2004 (the “Operating Partnership”), in which Lightstone REIT as the general partner, held a 98% interest as of March 31, 2017.

 

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.

 

The Company is managed by Lightstone Value Plus REIT, LLC (the “Advisor”), an affiliate of the Lightstone Group, Inc., under the terms and conditions of an advisory agreement. The Lightstone Group, Inc. previously served as the Company’s sponsor (the “Sponsor”) during its initial public offering, which closed on October 10, 2008. Subject to the oversight of the Company’s board of directors (the “Board of Directors”), the Advisor has primary responsibility for making investment decisions and managing the Company’s day-to-day operations. Through his ownership and control of The Lightstone Group, David Lichtenstein is the indirect owner of the Advisor and the indirect owner and manager of Lightstone SLP, LLC, which has subordinated profits interests (“SLP units”) in the Operating Partnership. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT or the Operating Partnership.

 

The Company’s stock is 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 its 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. In the event the Company does not obtain listing prior to October 10, 2018 (the tenth anniversary of the completion of its initial public offering,) its charter requires that the Board of Directors must either (i) seek stockholder approval of an extension or amendment of this listing deadline; or (ii) seek stockholder approval to adopt a plan of liquidation of the corporation.

 

As of March 31, 2017, on a collective basis, the Company wholly or majority owned and consolidated the operating results and financial condition of 3 retail properties containing a total of approximately 0.7 million square feet of retail space, 14 industrial properties containing a total of approximately 1.0 million square feet of industrial space, one multi-family residential property containing a total of 199 units, and one hotel hospitality property containing 363 rooms. All of the Company’s properties are located within the United States. As of March 31, 2017, the retail properties, the industrial properties and the multi-family residential properties were 85%, 71% and 98% occupied based on a weighted-average basis, respectively. The Company’s hotel hospitality property’s average revenue per available room (“Rev PAR”) was $66 (whole dollars) and occupancy was 57% for the three months ended March 31, 2017.

 

Noncontrolling Interests

 

As of March 31, 2017, the noncontrolling interests consist of (i) parties of the Company that hold units in the Operating Partnership and (ii) certain interests in consolidated subsidiaries. The units include SLP units, limited partner units and common units. The noncontrolling interests in consolidated subsidiaries include ownership interests in Pro-DFJV Holdings LLC (“PRO”) and 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”).

 

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.

 

 

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)(Unaudited)

 

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, 2016. 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 accounting principles generally accepted in the United States of America (“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, marketable securities, 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, 2016 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.

 

New Accounting Pronouncements

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance that clarifies the definition of a business and assists in the evaluation of whether a transaction will be accounted for as an acquisition of an asset or as a business combination. The guidance provides a test to determine when a set of assets and activities acquired is not a business. When substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. Under the updated guidance, an acquisition of a single property will likely be treated as an asset acquisition as opposed to a business combination and associated transaction costs will be capitalized rather than expensed as incurred. Additionally, assets acquired, liabilities assumed, and any noncontrolling interest will be measured at their relative fair values. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. This guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In November 2016, the FASB issued guidance that requires amounts that are generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for public companies for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted and the pronouncement requires a retrospective transition method of adoption. This guidance is not expected to have a material impact on the Company’s consolidated financial statements.

 

In August 2016, the FASB issued an accounting standards update which provides guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, including those related to debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, and distributions received from equity method investees.  This guidance is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years.  The guidance must be adopted on a retrospective basis and must be applied to all periods presented, but may be applied prospectively if retrospective application would be impracticable.  This guidance will not have a material impact on the Company’s consolidated financial statements.

 

In June 2016, the FASB issued an accounting standards update which replaces the 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, 2019, including interim periods within those fiscal years.  This guidance will not have a material impact on the Company’s consolidated financial statements.

 

In January 2016, the FASB issued an accounting standards update that eliminates the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet and is effective for periods beginning after December 15, 2017 and early adoption is not permitted. This guidance will not have a material impact on the Company’s consolidated financial statements.

 

 

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)(Unaudited)

 

In January 2016, the FASB issued an accounting standards update that generally requires companies to measure investments in equity securities, except those accounted for under the equity method, at fair value and recognize any changes in fair value in net income. The new guidance must be applied using a modified-retrospective approach and is effective for periods beginning after December 15, 2017 and early adoption is not permitted. If this standard had been in effect for the three months ended March 31, 2017 and 2016, it would have resulted in a (decrease)/increase to net income of approximately ($0.8 million) and $2.6 million, respectively.

 

In May 2014, the FASB issued an accounting standards update that provides for a single five-step model to be applied to all revenue contracts with customers as well as requires additional financial statement disclosures that will enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows relating to customer contracts.  Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard.  This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  While the Company has not decided on the implementation method, we do not expect the adoption of this standard to have a material impact on its financial position, results of operations or cash flows.

 

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.

 

3.

Marketable Securities and Fair Value Measurements

 

Marketable Securities:

 

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

 

		As of March 31, 2017
		Adjusted Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Equity Securities, primarily REITs		$	1,405			$	271			$	-			$	1,676
Marco OP Units and Marco II OP Units			19,227				16,769				-				35,996
Corporate Bonds and Preferred Equities			11,382				71				(1	)			11,452
Mortgage Backed Securities ("MBS")			2,450				-				(303	)			2,147
Total		$	34,464			$	17,111			$	(304	)		$	51,271
		As of December 31, 2016
		Adjusted Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Equity Securities, primarily REITs		$	1,405			$	325			$	-			$	1,730
Marco OP Units and Marco II OP Units			19,227				17,949				-				37,176
Corporate Bonds and Preferred Equities			11,382				-				(397	)			10,985
Mortgage Backed Securities ("MBS")			2,918				-				(314	)			2,604
Total		$	34,932			$	18,274			$	(711	)		$	52,495

 

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”). 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”).

 

The Company considers the declines in market value of certain of its investments to be temporary in nature as the unrealized losses were caused primarily by changes in market interest rates or widening credit spreads. When evaluating these investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis. During the three months ended March 31, 2017 and 2016, the Company did not recognize any impairment charges. As of March 31, 2017, the Company does not consider any of its investments to be other-than-temporarily impaired.

 

 

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)(Unaudited)

 

The Company may sell certain of its investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. The maturities of the Company’s MBS generally ranged from 27 years to 30 years.

 

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% (1.83% as of March 31, 2017) 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 March 31, 2017 and December 31, 2016.

 

Line of Credit

 

On September 14, 2012, the Company entered into a non-revolving credit facility (the “Line of Credit”) with a financial institution which permits borrowings up to $25.0 million. The Line of Credit expires on June 19, 2017 and bears interest at Libor plus 1.35% (2.33% as of March 31, 2017). The Line of Credit is collateralized by approximately 252,000 Marco OP Units and PRO guaranteed the Line of Credit. The amount outstanding under the Line of Credit was $18.6 million as of March 31, 2017 and December 31, 2016 and is included in Notes Payable on the consolidated balance sheets. The Company currently intends to seek to extend or replace the Line of Credit on or before its expiration. If the Company is unable to extend or replace the Line of Credit, it will repay the then outstanding balance in full at the expiration date using available cash.

 

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.

 

 

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)(Unaudited)

 

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

 

		Fair Value Measurement Using
As of March 31, 2017		Level 1				Level 2				Level 3				Total
Marketable Securities:
Equity Securities, primarily REITs		$	1,676			$	-			$	-			$	1,676
Marco OP and OP II Units			-				35,996				-				35,996
Corporate Bonds and Preferred Equities			-				11,452				-				11,452
MBS			-				2,147				-				2,147
Total		$	1,676			$	49,595			$	-			$	51,271
		Fair Value Measurement Using
As of December 31, 2016		Level 1				Level 2				Level 3				Total
Marketable Securities:
Equity Securities, primarily REITs		$	1,730			$	-			$	-			$	1,730
Marco OP and OP II Units			-				37,176				-				37,176
Corporate Bonds and Preferred Equities			-				10,985				-				10,985
MBS			-				2,604				-				2,604
Total		$	1,730			$	50,765			$	-			$	52,495

 

The fair values of the Company’s investments in Corporate Bonds and Preferred Equities and MBS are measured using readily available quoted prices for similar assets. Additionally, as noted and disclosed 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 Company did not have any other significant financial assets or liabilities, which would require revised valuations that are recognized at fair value.

 

4.

Mortgages Payable, Net

 

Mortgages payable, net consists of the following:

 

Property		Interest Rate		Weighted Average Interest Rate as of March 31, 2017				Maturity Date		Amount Due at Maturity				As of  March 31, 2017				As of  December 31, 2016
Oakview Plaza		10.49%			10.49	%		Due on demand		$	25,583			$	25,583			$	25,583
Gulf Coast Industrial Portfolio		9.83%			9.83	%		Due on demand			50,205				50,205				50,205
St. Augustine Outlet Center		LIBOR + 4.50%			5.30	%		August 2018			20,400				20,400				20,400
Gantry Park		4.48%			4.48	%		November 2024			65,317				74,500				74,500
DePaul Plaza		LIBOR + 2.75%			3.53	%		June 2020			13,494				14,786				14,888
Total mortgages payable					6.08	%				$	174,999			$	185,474			$	185,576
Less: Deferred financing costs															(2,109	)			(2,263	)
Total mortgages payable, net														$	183,365			$	183,313

 

 

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)(Unaudited)

 

Libor as of March 31, 2017 and December 31, 2016 was 0.98% and 0.53%, respectively. The Company’s loans are secured by the indicated real estate and are non-recourse to the Company.

 

The following table shows the contractually scheduled principal maturities of the Company’s mortgage debt during the next five years and thereafter as of March 31, 2017:

 

		2017				2018				2019				2020				2021				Thereafter				Total
Principal maturities		$	76,094			$	21,967			$	1,621			$	14,924			$	1,328			$	69,540			$	185,474
Less: Deferred financing costs																											(2,109	)
Total principal maturities, net																										$	183,365

 

Pursuant to the Company’s loan agreements, escrows in the amount of $3.9 million and $2.1 million were held in restricted escrow accounts as of March 31, 2017 and December 31, 2016, respectively. Such escrows will be released in accordance with the applicable loan agreements for payments of real estate taxes, insurance and capital improvement transactions, as required. Certain of our mortgages payable also contain clauses providing for prepayment penalties.

 

Certain of the Company’s debt agreements require the maintenance of certain ratios, including debt service coverage. The Company is currently in compliance with all of its financial debt covenants other than the debt associated with the Gulf Coast Industrial Portfolio and Oakview Plaza as discussed below.

 

As a result of not meeting certain debt service coverage ratios on the non-recourse mortgage indebtedness secured by the Gulf Coast Industrial Portfolio (the “Gulf Coast Industrial Portfolio Mortgage”), the lender elected to retain the excess cash flow from these properties beginning in July 2011.  During the third quarter of 2012, the Gulf Coast Industrial Portfolio Mortgage was transferred to a special servicer, who discontinued scheduled debt service payments and notified the Company that the Gulf Coast Industrial Portfolio Mortgage was in default and although originally due in February 2017 became due on demand. The Company believes the continued loss of excess cash flow from the Gulf Coast Industrial Portfolio will not have a material impact on its results of operations or financial position.

 

Additionally, the Company’s non-recourse mortgage loan secured by Oakview Plaza (the “Oakview Plaza Mortgage”) matured in January 2017 and has been transferred to a special servicer by the lender. The Company is currently in discussions with the special servicer to restructure the terms of the Oakview Plaza Mortgage. However, there can be no assurances that it will be successful in these efforts. Because the Oakview Plaza Mortgage is non-recourse to the Company, it does not believe the loss of cash flow from this property or the loss of this property will have a material impact on its results of operations or financial position.

 

Although the lenders are currently not charging or being paid interest at the stated default rate, the Company is accruing default interest expense on both of these mortgage loans pursuant to the terms of their respective loan agreements. Default interest expense of $0.9 million and $0.5 million was accrued during the three months ended March 31, 2017 and 2016, respectively. As a result, cumulative accrued default interest expense of $10.1 million and $9.2 million is included in accounts payable, accrued expenses and other liabilities on our consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively.  However, the Company does not expect to pay any of the accrued default interest expense as these mortgage loans are non-recourse to it. 

 

Other than these financings, the Company has no additional significant maturities of mortgage debt over the next 12 months.

 

5.

Net Earnings Per Share

 

Basic net earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the applicable period. Diluted net income 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, there were no exercises of outstanding options and, therefore, dilutive net income per share is equivalent to basic net income per share.

 

 

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)(Unaudited)

 

6.

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 March 31,
		2017				2016
Asset management fees (general and administrative costs)		$	562			$	620
Property management fees (property operating expenses)			190				290
Development fees and leasing commissions*			482				49
Total		$	1,234			$	959

 

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

 

Lightstone SLP, LLC, an affiliate of the Company’s Sponsor, has purchased 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 the three months ended March 31, 2017, distributions of $0.5 million were declared and paid on the SLP units.

 

The Company’s Sponsor, has a 19.17% membership interest in PRO, a subsidiary of the Operating Partnership, which is accounted for as noncontrolling interests.

 

Preferred Investments

 

The Company has entered into several agreements with various related party entities that provide for it to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) that entitle the Company to certain prescribed monthly preferred distributions. The Preferred Investments had an aggregate balance of $142.7 million and $141.3 million as of March 31, 2017 and December 31, 2016, 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 three months ended March 31, 2017, the Company made $3.8 million of additional contributions and redeemed $2.3 million of the Preferred Investments and as of March 31, 2017, remaining contributions of up to $74.8 million were unfunded. Additionally, during the three months ended March 31, 2017 and 2016, the Company recognized investment income of $4.0 million and $3.9 million, respectively, which is included in interest and dividend income on the consolidated statements of operations. The Company did not enter into any new Preferred Investments during the quarter ended March 31, 2017.

 

The Preferred Investments are summarized as follows:

 

				Preferred Investment Balance								Unfunded Contributions				Investment Income
				As of				As of				As of				Three Months Ended March 31,
Preferred Investments		Dividend Rate		March 31, 2017				December 31, 2016				March 31,2017				2017				2016
365 Bond Street		12%		$	-			$	-			$	-			$	-			$	1,281
40 East End Avenue		8% to 12%			30,000				30,000				-				633				582
30-02 39th Avenue		9% to 12%			10,000				12,300				40,000				335				221
485 7th Avenue		12%			60,000				60,000				-				1,800				1,820
East 11th Street		12%			33,094				31,271				24,406				945				-
Miami Moxy		12%			9,597				7,682				10,403				250				-
Total Preferred Investments				$	142,691			$	141,253			$	74,809			$	3,963			$	3,904

 

7.

Financial Instruments

 

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted escrows, tenants’ and other accounts receivable, interest receivable from related parties, accounts payable and accrued expenses and due to related parties approximated their fair values because of the short maturity of these instruments. The estimated fair value of the notes payable (line of credit) approximated its carrying value ($18.6 million) because of its floating interest rate. The carrying amount reported in the consolidated balance sheets for the mortgage receivable approximated its fair value based upon current market information that would have been used by a market participant to estimate the fair value of such loan.

 

 

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)(Unaudited)

 

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

 

		As of March 31, 2017								As of December 31, 2016
		Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
Mortgages payable		$	185.5			$	183.4			$	185.6			$	183.2

 

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

 

8.

Segment Information

 

The Company currently operates in four business segments as of March 31, 2017: (i) retail real estate (the “Retail Segment”), (ii) multi-family residential real estate (the “Multi-family Residential Segment”), (iii) industrial real estate (the “Industrial Segment”) and (iv) hospitality (the “Hospitality Segment”). The Company’s Advisor and its affiliates provide leasing, property and facilities management, acquisition, development, construction and tenant-related services for its portfolio. The Company’s revenues for the three months ended March 31, 2017 and 2016 were exclusively derived from activities in the United States. No revenues from foreign countries were received or reported. The Company had no long-lived assets in foreign locations as of March 31, 2017 and December 31, 2016. The accounting policies of the segments are the same as those described in Note 2: Summary of Significant Accounting Policies of the Company’s December 31, 2016 Annual Report on Form 10-K. Unallocated assets, revenues and expenses relate to corporate related accounts, including the Company’s Preferred Investments in Related Parties (see Note 6).

 

The Company evaluates performance based upon net operating income/(loss) from the combined properties in each real estate segment.

 

Selected results of operations for the three months ended March 31, 2017 and 2016, and total assets as of March 31, 2017 and December 31, 2016 regarding the Company’s operating segments are as follows:

 

		For the Three Months Ended March 31, 2017
		Retail				Multi-Family				Industrial				Hospitality				Unallocated				Total
Total revenues		$	2,714				2,158			$	1,581			$	4,936			$	-			$	11,389
Property operating expenses			938				458				541				4,185				1				6,123
Real estate taxes			380				18				201				81				-				680
General and administrative costs			83				10				4				76				1,262				1,435
Net operating income/(loss)			1,313				1,672				835				594				(1,263	)			3,151
Depreciation and amortization			1,226				405				440				722				-				2,793
Operating income/(loss)		$	87			$	1,267			$	395			$	(128	)		$	(1,263	)		$	358
As of March 31, 2016:
Total Assets		$	99,724			$	70,508			$	49,613			$	25,379			$	297,706			$	542,930

 

 

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)(Unaudited)

 

		For the Three Months Ended March 31, 2016
		Retail				Multi-Family				Industrial				Hospitality				Unallocated				Total
Total revenues		$	2,858				4,506			$	1,379			$	4,426			$	-			$	13,169
Property operating expenses			932				1,368				498				4,101				1				6,900
Real estate taxes			362				262				204				81				-				909
General and administrative costs			13				18				5				74				1,366				1,476
Net operating income/(loss)			1,551				2,858				672				170				(1,367	)			3,884
Depreciation and amortization			1,158				730				402				690				-				2,980
Operating income/(loss)		$	393			$	2,128			$	270			$	(520	)		$	(1,367	)		$	904
As of December 31, 2016:
Total Assets		$	100,105			$	71,170			$	49,509			$	25,071			$	301,440			$	547,295

 

9.

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.

 

10.

Subsequent Events

 

Distribution Payment

 

On April 17, 2017, the distribution for the three-month period ending March 31, 2017 of $4.3 million was paid in cash.

 

Distribution Declaration

 

On May 11, 2017, the Board authorized and the Company declared a distribution for the three-month period ending June 30, 2017. The distribution will be calculated based on shareholders of record each day during this three-month period at a rate of $0.0019178 per day, and will equal a daily amount that, if paid each day for a 365-day period, would equal a 7.0% annualized rate based on a share price of $10.00. The distribution will be paid in cash on or about July 15, 2017 to shareholders of record as of June 30, 2017.

 

 

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.

 

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 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”) and Lightstone Value Plus REIT, LP, (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.

 

Lightstone REIT has and may continue to acquire and operate in the future commercial, residential and hospitality properties, principally in the United States. Principally through the Operating Partnership, our acquisitions have included both portfolios and individual properties. Our commercial holdings consist of retail (primarily multi-tenant shopping centers), lodging, industrial properties and residential properties comprised of multi-family complexes.

 

 

We do not have employees. We have an advisory agreement with Lightstone Value Plus REIT LLC, a Delaware limited liability company, which we refer to as the “Advisor,” 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 reimburse the Advisor for certain expenses incurred on our behalf.

 

Current Environment

 

Our operating results as well as our investment opportunities are impacted by the health of the North American economies.  Our business and financial performance may be adversely affected by current and future economic conditions, such as an availability of credit, financial markets volatility and recession.

 

Our business may be affected by market and economic challenges experienced by the U.S. and global economies. These conditions may materially affect the value and performance of our properties, and may affect our ability to pay distributions, the availability or the terms of financing that we have or may anticipate utilizing, and our ability to make principal and interest payments on, or refinance, any outstanding debt when due.

 

We are not aware of any other material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from the acquisition and operation of real estate and real estate related investments, other than those referred to in this Form 10-Q.

 

 

Portfolio Summary –

 

		Location		Year Built (Range of years built)		Gross Leasable Area (GLA") in Square Feet				Percentage Occupied as of March 31, 2017				Annualized Revenues based on rents at March 31, 2017				Annualized Revenues per square foot at March 31, 2017
Wholly Owned and Consolidated Real Estate Properties:
Retail
St. Augustine Outlet Center		St. Augustine, FL		1998			335,455				83.3	%		$	4.0 million			$	14.36
Oakview Plaza		Omaha, NE		1999 - 2005			176,774				87.0	%		$	2.3 million			$	14.79
DePaul Plaza		Bridgeton, MO		1985			187,090				87.5	%		$	1.9 million			$	11.89
				Retail Total			699,319				85.3	%
Industrial
7 Flex/Office/Industrial Buildings within the Gulf Coast Industrial Portfolio		New Orleans, LA		1980-2000			339,700				58.8	%		$	2.2 million			$	10.91
4 Flex/Industrial Buildings within the Gulf Coast Industrial Portfolio		San Antonio, TX		1982-1986			484,369				81.6	%		$	1.9 million			$	4.81
3 Flex/Industrial Buildings within the Gulf Coast Industrial Portfolio		Baton Rouge, LA		1985-1987			182,792				63.7	%		$	0.8 million			$	6.88
				Industrial Total			1,006,861				70.7	%

 

Multi - Family Residential		Location		Year Built (Range of years built)		Leasable Units				Percentage Occupied as of March 31, 2017				Annualized Revenues based on rents at March 31, 2017				Annualized Revenues per unit at March 31, 2017
Gantry Park (Multi-Family Apartment Building)		Queens, NY		2013			199				98.0	%		$	9.0 million			$	45,969

 

		Location		Year Built		Year to date Available Rooms				Percentage Occupied as of March 31, 2017				Revenue per Available Room ("RevPAR") for the Three Months Ended March 31, 2017				Average Daily Rate For the Six Months Ended March 31, 2017
Hospitality Property:
DoubleTree - Danvers		Danvers, Massachusetts		1976			32,670				56.5	%		$	66.10			$	116.97

 

Annualized revenue is defined as the minimum monthly payments due as of March 31, 2017 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.

 

Critical Accounting Policies and Estimates

 

There were no material changes during the three months ended March 31, 2017 to our critical accounting policies as reported in our Annual Report on Form 10-K, for the year ended December 31, 2016.

 

Results of Operations

 

Dispositions

 

Southeastern Michigan Multi-Family Properties

 

On May 17, 2016, the Company disposed of three of the four apartment communities contained in the Southeastern Michigan Multi-Family Properties to an unrelated third party for aggregate consideration of approximately $50.6 million. In connection with the disposition, the Company recorded a gain on the disposition of real estate of approximately $19.9 million during the second quarter of 2016. Approximately $38.2 million of the proceeds were used to repay in full the outstanding principal balance of the mortgage that was secured by the Southeastern Michigan Multi-Family Properties.

 

On July 26, 2016, the remaining apartment community in the Southeastern Michigan Multi-Family Properties was disposed of to the same unrelated third party for approximately $10.3 million. In connection with the disposition, the Company recorded a gain on the disposition of real estate of approximately $3.8 million during the third quarter of 2016. The complete disposition of the Southeastern Michigan Multi-Family Properties resulted in an aggregate gain on the disposition of real estate of approximately $23.7 million during the nine months ended September 30, 2016.

 

 

The disposition of the Southeastern Michigan Multi-Family Properties did not qualify to be reported as discontinued operations since the disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the operating results of the Southeastern Michigan Multi-Family Properties are reflected in the Company’s results from continuing operations for all periods presented through their respective dates of disposition. The operating results of the apartment communities contained in the Southeastern Michigan Properties were included in our Multi-Family Residential Segment through their respective dates of disposition.

 

Our primary financial measure for evaluating each of our properties is net operating income (“NOI”). NOI represents revenues less property operating expenses, real estate taxes and general and administrative expenses. We believe that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of our properties.

 

For the Three Months Ended March 31, 2017 vs. March 31, 2016

 

Consolidated

 

Revenues

 

Our revenues are comprised of rental revenues, tenant recovery income and other service income. Total revenues decreased by approximately $1.8 million to $11.4 million for the three months ended March 31, 2017 compared to $13.2 million for the same period in 2016. See “Segment Results of Operations for the Three Months Ended March 31, 2017 compared to March 31, 2016” for additional information on revenues by segment.

 

Property operating expenses

 

Property operating expenses decreased by approximately $0.8 million to $6.1 million for the three months ended March 31, 2017 compared to $6.9 million for the same period in 2016. This decrease primarily reflects lower expenses in our Multi-Family Residential Segment principally due to the disposition of the Southeastern Michigan Multi-Family Properties.

 

Real estate taxes

 

Real estate taxes expense decreased by approximately $0.2 million to $0.7 million for the three months ended March 31, 2017 compared to $0.9 million the same period in 2016.  This decrease primarily reflects lower expenses resulting from the disposition of the Southeastern Michigan Multi-Family Properties.

 

General and administrative expenses

 

General and administrative expenses were relatively flat decreasing by approximately $0.1 million to $1.4 million for the three months ended March 31, 2017 compared to $1.5 million the same period in 2016.

 

Depreciation and amortization

 

Depreciation and amortization expense decreased by approximately $0.2 million to $2.8 million for the three months ended March 31, 2017 compared to $3.0 million the same period in 2016.  This decrease primarily reflects lower depreciation expense resulting from the disposition of the Southeastern Michigan Multi-Family Properties.

 

Interest and dividend income

 

Interest and dividend income decreased by approximately $0.3 million to $4.7 million for the three months ended March 31, 2017 compared to $5.0 million the same period in 2016. The decrease reflects lower interest and dividend income from our investments in marketable securities of $0.4 million partially offset by an increase of $0.1 million in investment income from our Preferred Investments (see Note 6).

 

Interest expense

 

Interest expense, including amortization of deferred financing costs, was relatively flat decreasing by approximately $0.1 million to $3.7 million for the three months ended March 31, 2017 compared to $3.8 million for the same period in 2016.

 

 

Noncontrolling interests

 

The net earnings allocated to noncontrolling interests relates to (i) the interests in the Operating Partnership held by our Sponsor as well as common units held by our limited partners (ii) the interest in PRO-DFJV Holdings LLC (“PRO”) held by our Sponsor and (iii) the ownership interests in 50-01 2^nd St Associates LLC (the “2nd Street Joint Venture”) held by our Sponsor and other affiliates.

 

Segment Results of Operations for the Three Months Ended March 31, 2017 compared to March 31, 2016

 

Retail Segment

 

		For the Three Months Ended March 31,								Variance Increase/(Decrease)
		2017				2016				$				%
Revenues		$	2,714			$	2,858			$	(144	)			-5.0	%
NOI			1,313				1,551				(238	)			-15.3	%
Average Occupancy Rate for period			84.4	%			87.2	%							-2.8	%

 

The following table represents lease expirations for the Retail Segment as of March 31, 2017:

 

Lease Expiration Year		Number of Expiring Leases				GLA of Expiring Leases (Sq. Ft.)				Annualized Base Rent of Expiring Leases ($)				Percent of Total GLA				Percent of Total Annualized Base Rent
2017			12				28,565				430,876				5.2	%			5.8	%
2018			13				94,129				1,550,500				17.0	%			20.8	%
2019			18				77,320				1,534,257				14.0	%			20.6	%
2020			9				196,045				2,220,755				35.3	%			29.7	%
2021			6				45,564				670,471				8.2	%			9.0	%
2022			2				6,400				106,000				1.2	%			1.4	%
2023			1				28,000				479,920				5.1	%			6.4	%
2024			1				1,163				51,821				0.2	%			0.7	%
2025			6				47,301				359,888				8.6	%			4.8	%
2026			2				28,687				56,382				5.2	%			0.8	%
Thereafter			-				-				-				-				-
			70				553,174				7,460,870				100.0	%			100.0	%

 

As of March 31, 2017, we had two tenants, Kohl’s Inc. and Dick’s Sporting Goods, Inc., each with one store, representing approximately 14.6% and 6.4%, respectively, of the total GLA in our Retail Segment. Additionally, as of that date, we did not have any other tenants whose GLA was 5% or more of the total GLA in our Retail Segment.

 

Revenues and NOI decreased for the three months ended March 31, 2017 compared to the same period in 2016 primarily as a result of the lower average occupancy rate during the 2017 period.

 

Multi-Family Residential Segment

 

		For the Three Months Ended March 31,								Variance Increase/(Decrease)
		2017				2016				$				%
Revenues		$	2,158			$	4,506			$	(2,348	)			-52.1	%
NOI			1,672				2,858				(1,186	)			-41.5	%
Average Occupancy Rate for period			98.0	%			96.7	%							1.3	%

 

Revenues and NOI decreased for the three months ended March 31, 2017 compared to the same period in 2016 primarily as a result of the disposition of the four apartment communities contained in the Southeastern Michigan Multi-Family Properties during 2016. Revenues and NOI decreased by approximately $2.3 million and $1.2 million, respectively, for the three months ended March 31, 2017 compared to the same period in 2016 for the Southeastern Michigan Multi-Family Properties. Revenues and NOI were relatively flat for Gantry Park, our only remaining multi-family residential property.

 

 

Industrial Segment

 

		For the Three Months Ended March 31,								Variance Increase/(Decrease)
		2017				2016				$				%
Revenues		$	1,581			$	1,379			$	202				14.6	%
NOI			835				672				163				24.3	%
Average Occupancy Rate for period			70.1	%			61.8	%							8.3	%

 

The following table represents lease expirations for our Industrial Segment as of March 31, 2017:

 

Lease Expiration Year		Number of Expiring Leases				GLA of Expiring Leases (Sq. Ft.)				Annualized Base Rent of Expiring Leases ($)				Percent of Total GLA				Percent of Total Annualized Base Rent
2017			34				158,738				503,002				22.3	%			11.2	%
2018			27				212,882				1,526,062				29.8	%			34.0	%
2019			17				93,257				530,578				13.1	%			11.8	%
2020			14				120,360				1,161,806				16.9	%			25.8	%
2021			2				6,667				54,719				0.9	%			1.2	%
2022			4				32,003				199,059				4.5	%			4.4	%
2023			1				88,800				519,480				12.5	%			11.6	%
Thereafter			-				-				-				-				-
			99				712,707				4,494,706				100.0	%			100.0	%

 

As of March 31, 2017, we did not have any tenants whose GLA was 5% or more of the total GLA in our Industrial Segment.

 

Revenues and NOI increased for the three months ended March 31, 2017 compared to the same period in 2016 primarily as a result of the higher average occupancy rate during the 2017 period.

 

Hospitality Segment

 

		For the Three Months Ended March 31,								Variance Increase/(Decrease)
		2017				2016				$				%
Revenues		$	4,936			$	4,426			$	510				11.5	%
NOI			594				170				424				249.4	%
Average Occupancy Rate for period			56.5	%			42.8	%							13.7	%
Rev PAR		$	66.10			$	49.57			$	16.53				33.3	%

 

Revenues and NOI increased during the three months ended March 31, 2017 compared to the same period in 2016 resulting from increased occupancy levels and RevPAR at the DoubleTree – Danvers, our only hospitality property, during the 2017 period.

 

Financial Condition, Liquidity and Capital Resources  

 

Overview:

 

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

 

We expect to meet our short-term liquidity requirements generally through working capital and borrowings. 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.

 

We currently have $185.5 million of outstanding mortgage debt and an $18.6 million outstanding under a line of credit. We have and intend to continue to limit our aggregate long-term permanent borrowings to 75% of the aggregate fair market value of all properties unless any excess borrowing is approved by a majority of the independent directors and is disclosed to our stockholders. We may also incur short-term indebtedness, having a maturity of two years or less.

 

 

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 March 31, 2017, our total borrowings of $204.1 million represented 56% of net assets.

 

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.

 

Additionally, in order to leverage our investments in marketable securities and seek a higher rate of return, we borrowed using a margin loan collateralized by the securities held with the financial institution that provided the margin loan. This loan is due on demand and will be paid upon the liquidation of securities.

 

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 in related parties. 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 distributions to our stockholders, our capital resources are used to make certain payments to our Advisor and our Property Manager, including payments related to asset acquisition fees and 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. Additionally, the Operating Partnership may be required to make distributions to Lightstone SLP, LLC, an affiliate of the Advisor.

 

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

 

		Three Months Ended March 31,
		2017				2016
Asset management fees (general and administrative costs)		$	562			$	620
Property management fees (property operating expenses)			190				290
Development fees and leasing commissions*			482				49
Total		$	1,234			$	959

 

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

 

As of March 31, 2017, we had approximately $102.0 million of cash and cash equivalents on hand and $51.3 million of marketable securities, available for sale.

 

 

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:

 

		For the Three Months Ended March 31,
		2017				2016
Net cash flows provided by operating activities		$	4,808			$	5,786
Net cash flows (used in)/provided by investing activities			(2,107	)			62
Net cash flows used in financing activities			(6,265	)			(14,472	)
Net change in cash and cash equivalents			(3,564	)			(8,624	)
Cash and cash equivalents, beginning of year			105,539				68,459
Cash and cash equivalents, end of the period		$	101,975			$	59,835

 

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 preferred investments in related parties. 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.

 

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, investment and development activities, (vii) scheduled debt service and (viii) 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 in related parties, (iv) the issuance of equity and debt securities and (v) the placement of mortgage loans or other indebtedness.

 

Operating activities

 

Net cash flows provided by operating activities of $4.8 million for the three months ended March 31, 2017 consists of the following:

 

·

cash inflows of approximately $4.3 million from our net income after adjustment for non-cash items; and

 

·

cash inflows of approximately $0.5 million associated with the net changes in operating assets and liabilities.

 

Investing activities

 

The net cash used in investing activities of $2.1 million for the three months ended March 31, 2017 consists primarily of the following:

 

·

purchases of investment property of approximately $0.6 million;

 

·

net preferred investments in related parties of $1.4 million;

 

·

proceeds from the sale and redemption of marketable securities of $0.4 million; and

 

·

funding of restricted escrows of $0.5 million.

 

Financing activities

 

The net cash used by financing activities of approximately $6.3 million for the three months ended March 31, 2017 is primarily related to the following:

 

·

distributions to our common shareholders of $4.4 million;

 

·

redemptions and cancellation of common stock of $0.8 million;

 

·

aggregate distributions to our noncontrolling interests of $1.0 million;

 

 

·

debt principal payments $0.1 million.

 

Preferred Investments

 

We have entered into several agreements with various related party entities that provide for us to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) that entitle us to monthly preferred distributions. The Preferred Investments had an aggregate balance of $142.7 million and $141.3 million as of March 31, 2017 and December 31, 2016, respectively, and are classified as held-to-maturity securities, recorded at cost and included in investments in related parties on the consolidated balance sheets. During the three months ended March 31, 2017, we made $3.8 million of additional contributions and redeemed $2.3 million of the Preferred Investments and as of March 31, 2017, remaining contributions of up to $74.8 million were unfunded.

 

The Preferred Investments are summarized as follows:

 

				Preferred Investment Balance								Unfunded Contributions				Investment Income
				As of				As of				As of				Three Months Ended March 31,
Preferred Investments		Dividend Rate		March 31, 2017				December 31, 2016				March 31,2017				2017				2016
365 Bond Street		12%		$	-			$	-			$	-			$	-			$	1,281
40 East End Avenue		8% to 12%			30,000				30,000				-				633				582
30-02 39th Avenue		9% to 12%			10,000				12,300				40,000				335				221
485 7th Avenue		12%			60,000				60,000				-				1,800				1,820
East 11th Street		12%			33,094				31,271				24,406				945				-
Miami Moxy		12%			9,597				7,682				10,403				250				-
Total Preferred Investments				$	142,691			$	141,253			$	74,809			$	3,963			$	3,904

 

Distribution Reinvestment Plan (“DRIP”) and Share Repurchase Program

 

Our DRIP provides our stockholders with an opportunity to purchase additional shares of our common stock at a discount by reinvesting distributions. Our share repurchase program may provide our stockholders with limited, interim liquidity by enabling them to sell their shares of common stock back to us, subject to restrictions. From our inception through December 31, 2016 we repurchased approximately 3.1 million shares of common stock. For the three months ended March 31, 2017, we repurchased approximately 75,156 shares of common stock for $10.00 per share, pursuant to our share repurchase program. We funded share repurchases for the periods noted above from the cumulative proceeds of the sale of our shares pursuant to our DRIP.

 

On January 19, 2015, the Board of Directors suspended our DRIP effective April 15, 2015. For so long as the DRIP remains suspended, all future distributions will be in the form of cash.

 

Our Board of Directors reserves the right to terminate either program for any reason without cause by providing written notice of termination of the DRIP to all participants or written notice of termination of the share repurchase program to all stockholders.

 

Contractual Obligations

 

The following is a summary of our contractual obligations outstanding over the next five years and thereafter as of March 31, 2017.

 

Contractual Obligations		Remainder of 2017				2018				2019				2020				2021				Thereafter				Total
Mortgage Payable		$	76,094			$	21,967			$	1,621			$	14,924			$	1,328			$	69,540			$	185,474
Interest Payments1			3,822				4,656				3,832				3,517				3,191				9,112				28,130
Total Contractual Obligations		$	79,916			$	26,623			$	5,453			$	18,441			$	4,519			$	78,652			$	213,604

 

1)

The non-recourse mortgages associated with the Gulf Coast Industrial Portfolio and Oakview Plaza are due on demand and therefore, no future interest payments on these mortgages are included in these amounts.

 

Certain of the Company’s debt agreements require the maintenance of certain ratios, including debt service coverage. The Company is currently in compliance with all of its financial debt covenants other than the debt associated with the Gulf Coast Industrial Portfolio and Oakview Plaza as discussed below.

 

 

As a result of not meeting certain debt service coverage ratios on the non-recourse mortgage indebtedness secured by the Gulf Coast Industrial Portfolio (the “Gulf Coast Industrial Portfolio Mortgage”), the lender elected to retain the excess cash flow from these properties beginning in July 2011.  During the third quarter of 2012, the Gulf Coast Industrial Portfolio Mortgage was transferred to a special servicer, who discontinued scheduled debt service payments and notified the Company that the Gulf Coast Industrial Portfolio Mortgage was in default and although originally due in February 2017 became due on demand. The Company believes the continued loss of excess cash flow from the Gulf Coast Industrial Portfolio will not have a material impact on its results of operations or financial position.

 

Additionally, the Company’s non-recourse mortgage loan secured by Oakview Plaza (the “Oakview Plaza Mortgage”) matured in January 2017 and has been transferred to a special servicer by the lender. The Company is currently in discussions with the special servicer to restructure the terms of the Oakview Plaza Mortgage. However, there can be no assurances that it will be successful in these efforts. Because the Oakview Plaza Mortgage is non-recourse to the Company, it does not believe the loss of cash flow from this property or the loss of this property will have a material impact on its results of operations or financial position.

 

Although the lenders are currently not charging or being paid interest at the stated default rate, the Company is accruing default interest expense on both of these mortgage loans pursuant to the terms of their respective loan agreements. Default interest expense of $0.9 million and $0.5 million was accrued during the three months ended March 31, 2017 and 2016, respectively. As a result, cumulative accrued default interest expense of $10.1 million and $9.2 million is included in accounts payable, accrued expenses and other liabilities on our consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively.  However, the Company does not expect to pay any of the accrued default interest expense as these mortgage loans are non-recourse to it.

 

Other than these financings, the Company has no additional significant maturities of mortgage debt over the next 12 months.

 

Notes Payable

 

Margin Loan

 

We have access to a margin loan (the “Margin Loan”) from a financial institution that holds custody of certain of our marketable securities. The Margin Loan, which is due on demand, bears interest at Libor plus 0.85% (1.83% as of March 31, 2017) and is collateralized by the marketable securities in our account. The amounts available to us under the Margin Loan are at the discretion of the financial institution and not limited to the amount of collateral in our account. There were no amounts outstanding under the Margin Loan as of March 31, 2017 and December 31, 2016.

 

Line of Credit

 

On September 14, 2012, we entered into a non-revolving credit facility (the “Line of Credit”) with a financial institution which permits borrowings up to $25.0 million. The Line of Credit expires on June 19, 2017 and bears interest at Libor plus 1.35% (2.33% as of March 31, 2017). The Line of Credit is collateralized by approximately 252,000 Marco OP Units and PRO guaranteed the Line of Credit. The amount outstanding under the Line of Credit was $18.6 million as of March 31, 2017 and is included in Notes Payable on the consolidated balance sheets. We currently intend to seek to extend or replace the Line of Credit on or before its expiration. If we are unable to extend or replace the Line of Credit, we will repay the then outstanding balance in full at the expiration date using cash proceeds from the sale of assets or redemptions of our preferred investments in related parties.

 

Funds from Operations and Modified Funds from Operations

 

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for depreciation and certain other items may be less informative.

 

Because of these factors, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has published a standardized measure of performance known as funds from operations ("FFO"), which is used in the REIT industry as a supplemental performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate supplemental measure of a REIT's operating performance. FFO is not equivalent to our net income or loss as determined under GAAP.

 

We define FFO, a non-GAAP measure, consistent with the standards set forth in the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, but excluding gains or losses from sales of property and real estate related impairments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

 

 

We believe that the use of FFO provides a more complete understanding of our performance to investors and to management and reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

 

Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT's definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings.

 

Because of these factors, the Investment Program Association (the "IPA"), an industry trade group, published a standardized measure of performance known as modified funds from operations ("MFFO"), which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that both before and after we have deployed all of our offering proceeds and are no longer incurring a significant amount of acquisition fees or other related costs, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. MFFO is not equivalent to our net income or loss as determined under GAAP.

 

We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition and transaction-related fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline and exclude acquisition and transaction-related fees and expenses (which includes costs incurred in connection with strategic alternatives), amounts relating to straight line rent receivables and amortization of market lease and other intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.

 

We believe that, because MFFO excludes costs that we consider more reflective of acquisition activities and other non-operating items, MFFO can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring properties and once our portfolio is stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our performance against other publicly registered, non-listed REITs.

 

Not all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. FFO and MFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and MFFO, and the adjustments to GAAP in calculating FFO and MFFO.

 

Neither the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the White Paper or the Practice Guidelines or the SEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry, and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.

 

The below table illustrates the items deducted in the calculation of FFO and MFFO. Items are presented net of non-controlling interest portions where applicable.

 

 

		For the Three Months Ended
		March 31, 2017				March 31, 2016
Net income		$	1,305			$	1,612
FFO adjustments:
Depreciation and amortization:
Depreciation and amortization of real estate assets			2,793				2,980
Equity in depreciation and amortization for unconsolidated affiliated real estate entity			-				-
Discontinued operations:
Depreciation and amortization of real estate assets			-				-
Gain on disposal of investment property			-				-
FFO			4,098				4,592
MFFO adjustments:
Other Adjustment
Acquisition and other transaction related costs expensed(1)			-				12
Amortization of above or below market leases and liabilities(2)			(31	)			(28	)
Mark-to-market adjustments(3)			(65	)			294
Non-recurring losses/(gains) from extinguishment/sale of debt, derivatives or securities holdings(4)			-				-
Loss/(gain) on sale of marketable securities			33				222
MFFO			4,035				5,092
Straight-line rent(5)		$	(67	)		$	15
MFFO - IPA recommended format(6)		$	3,968			$	5,107
Net income		$	1,305			$	1,612
Less: income attributable to noncontrolling interests			(211	)			(234	)
Net income applicable to company's common shares		$	1,094			$	1,378
Net income per common share, basic and diluted		$	0.04			$	0.05
FFO		$	4,098			$	4,592
Less: FFO attributable to noncontrolling interests			(428	)			(453	)
FFO attributable to company's common shares		$	3,670			$	4,139
FFO per common share, basic and diluted		$	0.15			$	0.16
MFFO - IPA recommended format		$	3,968			$	5,107
Less: MFFO attributable to noncontrolling interests			(419	)			(458	)
MFFO attributable to company's common shares		$	3,549			$	4,649
Weighted average number of common shares outstanding, basic and diluted			25,059				25,585

 

Notes:

(1)

The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. Such fees and expenses are paid in cash, and therefore such funds will not be available to distribute to investors. Such fees and expenses negatively impact our operating performance during the period in which properties are being acquired. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. Acquisition fees and expenses will not be paid or reimbursed, as applicable, to our advisor even if there are no further proceeds from the sale of shares in our offering, and therefore such fees and expenses would need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows.

(2)

Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate.

 

 

(3)

Management believes that adjusting for mark-to-market adjustments is appropriate because they are nonrecurring items that may not be reflective of ongoing operations and reflects unrealized impacts on value based only on then current market conditions, although they may be based upon current operational issues related to an individual property or industry or general market conditions. Mark-to-market adjustments are made for items such as ineffective derivative instruments, certain marketable securities and any other items that GAAP requires we make a mark-to-market adjustment for. The need to reflect mark-to-market adjustments is a continuous process and is analyzed on a quarterly and/or annual basis in accordance with GAAP.

(4)

Management believes that adjusting for gains or losses related to extinguishment/sale of debt, derivatives or securities holdings is appropriate because they are items that may not be reflective of ongoing operations. By excluding these items, management believes that MFFO provides supplemental information related to sustainable operations that will be more comparable between other reporting periods.

(5)

Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.

(6)

Our MFFO results include certain unusual items as set forth in the table below. We believe it is helpful to our investors in understanding our operating results to both highlight them and present adjusted MFFO excluding their impact (as shown below).

 

		For the Three Months Ended
		March 31, 2017				March 31, 2016
Default interest expense(a)		$	(896	)		$	(511	)
Allocations to noncontrolling interests			17				10
Total after allocations to noncontrolling interests		$	(879	)		$	(501	)

 

(a)

Represents default interest expense on our non-recourse mortgage loans collateralized by our Gulf Coast Industrial Portfolio and Oakview Plaza. Although the lenders are currently not charging us or being paid interest at the stated default rate, we have accrued interest at the default rate pursuant to the terms of the respective loan agreements. Additionally, we have had various discussions with the special servicers to restructure the terms of the non-recourse mortgage loans and do not expect to pay any of the default interest.

 

Excluding the impact of these unusual items from our MFFO, after taking into consideration allocations to noncontrolling interests, our adjusted MFFO would have been $4,428 and $5,150 for the three months ended March 31, 2017 and 2016, respectively.

 

The table below presents our cumulative distributions paid and cumulative FFO attributable to the Company’s common shares:

 

		From inception through
		March 31, 2017
FFO attributable to Company’s common shares		$	180,776
Distributions paid		$	185,488

 

On April 17, 2017, the distribution for the three-month period ending March 31, 2017 of $4.3 million was paid in cash.

 

The amount of distributions paid to our stockholders in the future will be determined by our Board and is dependent on a number of factors, including funds available for payment of dividends, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code.

 

New Accounting Pronouncements

 

See Note 2 to the Notes to Consolidated Financial Statements for further information of certain accounting standards that have been adopted during 2017, if any, and certain accounting standards that we have not yet been required to implement and may be applicable to our future operations.

 

Subsequent Events

 

See Note 10 of the Notes to Consolidated Financial Statements for further information related to subsequent events during the period from April 1, 2017 through the date of this filing.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk.

 

 

We may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity and fund the expansion and refinancing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs while taking into account variable interest rate risk. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.

 

As of March 31, 2017, we held various marketable securities with a fair value of approximately $51.3 million, which are available for sale for general investment return purposes. We regularly review the market prices of these investments for impairment purposes. As of March 31, 2017, a hypothetical adverse 10% movement in market values would result in a hypothetical loss in fair value of approximately $5.1 million.

 

The following table shows the contractually scheduled principal maturities of our mortgage debt during the next five years and thereafter as of March 31, 2017:

 

Remainder of 2017				2018				2019				2020				2021				Thereafter				Total
$	76,094			$	21,967			$	1,621			$	14,924			$	1,328			$	69,540			$	185,474

 

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted escrows, tenants’ accounts receivable, interest receivable from related parties, accounts payable and accrued expenses and the loans due to related parties approximated their fair values because of the short maturity of these instruments. The estimated fair value of the notes payable (line of credit) approximated its carrying value ($18.6 million) because of its floating interest rate. The carrying amount reported in the consolidated balance sheets for the mortgage receivable approximated its fair value based upon current market information that would have been used by a market participant to estimate the fair value of such loan.

 

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

 

		As of March 31, 2017								As of December 31, 2016
		Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
Mortgages payable		$	185.5			$	183.4			$	185.6			$	183.2

 

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

 

In addition to changes in interest rates, the value of our real estate and real estate related investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of lessees, which may affect our ability to refinance our debt if necessary.

 

We cannot predict the effect of adverse changes in interest rates on our debt and, therefore, our exposure to market risk, nor can we provide any assurance that long-term debt will be available at advantageous pricing. Consequently, future results may differ materially from the estimated adverse changes discussed above.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of the evaluation, our chief executive officer and chief financial officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.

 

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no significant deficiencies or material weaknesses identified in the evaluation, and therefore, no corrective actions were taken.

 

 

PART II. OTHER INFORMATION:

ITEM 1. LEGAL PROCEEDINGS

 

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

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15 d-14(a) of the Securities Exchange Act, as amended.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC and shall not be deemed to be “filed.”
101*		XBRL (eXtensible Business Reporting Language). The following financial information from Lightstone Value Plus Real Estate Investment Trust, Inc. on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 15, 2017, formatted in XBRL includes: (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Stockholders’ Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to the Consolidated Financial Statement.

 

*Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.
Date: May 15, 2017	By:	/s/ David Lichtenstein
		David Lichtenstein
		Chairman and Chief Executive Officer (Principal Executive Officer)
Date: May 15, 2017	By:	/s/ Donna Brandin
		Donna Brandin
		Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial and Accounting Officer)