Document and Entity Information
Document and Entity Information - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 15, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Lightstone Value Plus Real Estate Investment Trust, Inc. | ||
Entity Current Reporting Status | Yes | ||
Entity Central Index Key | 0001296884 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Trading Symbol | lvp | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 22.3 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Net investment property | $ 258,106 | $ 190,394 |
Investments in related parties | 35,738 | 102,008 |
Cash and cash equivalents | 77,569 | 35,565 |
Marketable securities and other investments | 54,738 | 106,949 |
Restricted cash | 2,231 | 1,017 |
Notes receivable, net | 55,723 | 0 |
Prepaid expenses and other assets | 2,075 | 3,050 |
Assets held for disposition | 0 | 37,226 |
Total Assets | 486,180 | 476,209 |
Liabilities and Stockholders' Equity | ||
Mortgages payable, net | 164,705 | 118,401 |
Accounts payable, accrued expenses and other liabilities | 4,380 | 3,024 |
Due to related parties | 244 | 432 |
Tenant allowances and deposits payable | 594 | 611 |
Distributions payable | 3,960 | 4,134 |
Deferred rental income | 524 | 662 |
Liabilities held for disposition | 0 | 50,704 |
Total Liabilities | 174,407 | 177,968 |
Commitments and contingencies | ||
Company's Stockholders Equity: | ||
Preferred shares, $0.01 par value, 10.0 million shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 60.0 million shares authorized, 22.6 million and 23.7 million shares issued and outstanding, respectively | 226 | 237 |
Additional paid-in-capital | 172,749 | 184,469 |
Accumulated other comprehensive income/(loss) | 408 | (2,251) |
Accumulated surplus | 109,559 | 101,382 |
Total Company's stockholders' equity | 282,942 | 283,837 |
Noncontrolling interests | 28,831 | 14,404 |
Total Stockholders' Equity | 311,773 | 298,241 |
Total Liabilities and Stockholders' Equity | $ 486,180 | $ 476,209 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized | 10 | 10 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60 | 60 |
Common stock, shares issued | 22.6 | 23.7 |
Common stock, shares outstanding | 22.6 | 23.7 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Rental income | $ 14,137 | $ 14,617 |
Tenant recovery income | 1,028 | 1,651 |
Total revenues | 15,165 | 16,268 |
Expenses: | ||
Property operating expenses | 4,652 | 5,009 |
Real estate taxes | 1,065 | 1,174 |
General and administrative costs | 2,598 | 4,327 |
Depreciation and amortization | 4,849 | 5,287 |
Total operating expenses | 13,164 | 15,797 |
Operating income | 2,001 | 471 |
Interest and dividend income | 16,828 | 18,916 |
Interest expense | (1,674) | (5,560) |
Gain on disposition of real estate, net | 987 | 0 |
Loss on sale and redemption of marketable securities | (724) | (476) |
Unrealized loss on marketable equity securities | (3,849) | (835) |
Other income, net | 110 | 225 |
Net income from continuing operations | 13,679 | 12,741 |
Net income from discontinued operations | 13,481 | 4,331 |
Net income | 27,160 | 17,072 |
Less: net income attributable to noncontrolling interests | (2,910) | (1,178) |
Net income attributable to Company's common shares | $ 24,250 | $ 15,894 |
Basic and diluted net income per Company's common share: | ||
Continuing operations | $ 0.46 | $ 0.47 |
Discontinued operations | 0.59 | 0.18 |
Net income per Company's common shares, basic and diluted | $ 1.05 | $ 0.65 |
Weighted average number of common shares outstanding, basic and diluted | 23,039 | 24,371 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 27,160 | $ 17,072 |
Other comprehensive income/(loss): | ||
Holding gain/(loss) on available for sale debt securities | 1,992 | (2,764) |
Reclassification adjustment for loss included in net income | 724 | 476 |
Other comprehensive income/(loss) | 2,716 | (2,288) |
Comprehensive income | 29,876 | 14,784 |
Less: Comprehensive income attributable to noncontrolling interests | (2,967) | (1,132) |
Comprehensive income attributable to Company's common shares | $ 26,909 | $ 13,652 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss)/Income | Accumulated Surplus | Total Noncontrolling Interests | Total |
BALANCE at Dec. 31, 2017 | $ 248 | $ 194,497 | $ 15,467 | $ 86,956 | $ 18,202 | $ 315,370 |
BALANCE (in shares) at Dec. 31, 2017 | 24,847 | |||||
Reclassification of accumulated other comprehensive income to accumulated surplus | $ 0 | 0 | (15,476) | 15,476 | 0 | 0 |
Net income | 0 | 0 | 0 | 15,894 | 1,178 | 17,072 |
Transfer of membership interests | 0 | (1,500) | 0 | 0 | 1,500 | 0 |
Other comprehensive income (loss) | 0 | 0 | (2,242) | 0 | (46) | (2,288) |
Distributions declared | 0 | 0 | 0 | (16,944) | 0 | (16,944) |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (3,441) | (3,441) |
Contributions received from noncontrolling interests | 0 | 0 | 0 | 0 | 11 | 11 |
Redemption , cancellation and tender of shares | $ (11) | (11,350) | 0 | 0 | 0 | (11,361) |
Redemption , cancellation and tender of shares (in shares) | (1,139) | |||||
Shares issued from distribution reinvestment program | 0 | |||||
Offering costs associated with dividend reinvestment program | $ 0 | (178) | 0 | 0 | 0 | (178) |
BALANCE at Dec. 31, 2018 | $ 237 | 184,469 | (2,251) | 101,382 | 14,404 | 298,241 |
BALANCE (in shares) at Dec. 31, 2018 | 23,708 | |||||
Net income | $ 0 | 0 | 0 | 24,250 | 2,910 | 27,160 |
Other comprehensive income (loss) | 0 | 0 | 2,659 | 0 | 57 | 2,716 |
Distributions declared | 0 | 0 | 0 | (16,073) | 0 | (16,073) |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (21,662) | (21,662) |
Contributions received from noncontrolling interests | 0 | 0 | 0 | 0 | 33,122 | 33,122 |
Redemption , cancellation and tender of shares | $ (11) | (11,998) | 0 | 0 | 0 | (12,009) |
Redemption , cancellation and tender of shares (in shares) | (1,125) | |||||
Shares issued from distribution reinvestment program | $ 0 | 278 | 0 | 0 | 0 | 278 |
Shares issued from distribution reinvestment program (in shares) | 25 | |||||
BALANCE at Dec. 31, 2019 | $ 226 | $ 172,749 | $ 408 | $ 109,559 | $ 28,831 | $ 311,773 |
BALANCE (in shares) at Dec. 31, 2019 | 22,608 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | ||
Distributions per share | $ 0.70 | $ 0.70 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 27,160 | $ 17,072 |
Less net income - discontinued operations | 13,481 | 4,331 |
Net income - continuing operations | 13,679 | 12,741 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,849 | 5,287 |
Loss on sale and redemption of marketable securities | 724 | 476 |
Noncash interest income | (3,284) | 0 |
Gain on disposition of real estate | (987) | 0 |
Unrealized loss on marketable equity securities | 3,849 | 835 |
Other non-cash adjustments | 626 | 390 |
Changes in assets and liabilities: | ||
Increase in prepaid expenses and other assets | (650) | (305) |
Increase/(decrease) in tenant allowances and deposits payable | 217 | (282) |
Increase/(decrease) in accounts payable, accrued expenses and other liabilities | 557 | (1,663) |
Decrease in due to related parties | (188) | (64) |
Increase/(decrease) in deferred rental income | (138) | 197 |
Net cash provided by operating activities - continuing operations | 19,254 | 17,612 |
Net cash (used in)/provided by operating activities - discontinued operations | (55) | 3,009 |
Net cash provided by operating activities | 19,199 | 20,621 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property | (87,104) | (63,865) |
Purchase of marketable securities | (14,096) | (80,157) |
Proceeds from sale of marketable securities | 59,437 | 32,565 |
Proceeds from sale of investment property | 19,477 | 0 |
Proceeds from/ (purchase of) short-term investment | 5,012 | (5,012) |
Investment in related party joint venture | (115) | (735) |
Proceeds from related party joint venture | 151 | 939 |
Contributions for preferred investments in related parties | (2,267) | (16,920) |
Procceds from preferred investments in related parties | 68,501 | 74,500 |
Proceeds from repayment of notes receivable | 13,000 | 0 |
Funding of notes receivable | (65,439) | 0 |
Net cash used in investing activities - continuing operations | (3,443) | (58,685) |
Net cash used in investing activities - discontinued operations | (3,513) | (722) |
Net cash used in investing activities | (6,956) | (59,407) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from mortgage financing | 62,262 | 32,567 |
Mortgage principal payments | (15,285) | (21,967) |
Payment of loan fees and expenses | (2,756) | (386) |
Payment of offering costs associated with dividend reinvestment program | 0 | (178) |
Payment of notes payable | 0 | (18,625) |
Redemption and cancellation of tender shares | (12,009) | (11,361) |
Contributions received from noncontrolling interests | 33,122 | 11 |
Distributions paid to noncontrolling interests | (21,662) | (3,441) |
Distributions paid to Company's stockholders | (15,971) | (17,197) |
Net cash used in financing activities | 27,701 | (40,577) |
Net change in cash, cash equivalents and restricted cash | 39,944 | (79,363) |
Cash, cash equivalents and restricted cash, beginning of year | 39,856 | 119,219 |
Cash, cash equivalents and restricted cash, end of period | $ 79,800 | $ 39,856 |
Structure
Structure | 12 Months Ended |
Dec. 31, 2019 | |
Structure | |
Structure | 1 . Structure Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (“Lightstone REIT”), formed on June 8, 2004, which has elected to be taxed and qualify as a real estate investment trust for U.S. federal income tax purposes (“REIT”). The Lightstone REIT was formed primarily for the purpose of engaging in the business of investing in and owning commercial and residential real estate properties located throughout the United States. The Lightstone REIT is structured as an umbrella partnership real estate investment trust, or UPREIT, and substantially all of the Company’s current and future business is and will be conducted through Lightstone Value Plus REIT, L.P. (the “Operating Partnership”), a Delaware limited partnership formed on July 12, 2004. As of December 31, 2019, the Company held a 98% general partnership interest in the Company’s Operating Partnership’s common units (“Common Units”). The Lightstone REIT and the Operating Partnership and its subsidiaries are collectively referred to as the ‘‘Company’’ and the use of ‘‘we,’’ ‘‘our,’’ ‘‘us’’ or similar pronouns refers to the Lightstone REIT, its Operating Partnership or the Company as required by the context in which such pronoun is used. Through its Operating Partnership, the Company owns, operates and develops commercial, residential, and hospitality properties and make real estate-related investments, principally in the United States. The Company’s real estate investments are held alone or jointly with other parties. The Company also originates or acquires mortgage loans secured by real estate. Although most of its investments are of these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes is in its best interests. Since its inception, the Company has owned and managed various commercial and residential properties located throughout the United States. The Company historically operated within four business segments consisting of: (i) retail properties, (ii) multi-family residential properties, (iii) industrial properties and (iv) hospitality properties. Prior to 2018 the Company disposed of substantially all of the ownership interests in its hospitality properties. Additionally, during the first quarter of 2019, the Company disposed of all of its remaining industrial properties and during the third quarter of 2019 the Company disposed of DePaul Plaza, a retail property. Because of the changes in the composition of the Company’s real estate and real estate investments, the Company now evaluates all of its real estate investments as one operating segment. As of December 31, 2019, the Company has ownership interests in (i) two consolidated operating properties, (ii) three consolidated development properties and (iii) seven unconsolidated operating properties. With respect to its consolidated operating properties, the Company wholly owns the St. Augustine Outlet Center, a retail property containing approximately 0.3 million square feet of gross leasable area, and has a majority ownership interest of approximately 59.2% in Gantry Park Landing, a multi-family residential property containing 199 apartment units. With respect to its consolidated development properties, the Company wholly owns three projects consisting of the Lower East Side Moxy Hotel, the Exterior Street Project and the Santa Clara Data Center. The Company also holds a 2.5% ownership interest in seven hotel properties through a joint venture (the “Joint Venture”) which it accounts for under the cost method of accounting. The Joint Venture is between the Company and the operating partnership of Lightstone Value Plus Real Estate Investment Trust II, Inc. (“Lightstone II”), a real estate investment trust also sponsored by the Company’s Sponsor, which has a 97.5% ownership interest in the Joint Venture. Furthermore, the Company has other real estate-related investments, including preferred investments in related parties and nonrecourse loans made to unaffiliated third-party borrowers. The Company’s advisor is Lightstone Value Plus REIT, LLC (the “Advisor”), which is majority owned by David Lichtenstein. On July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. The Company’s Advisor also owns 20,000 shares of the Company’s common stock (“Common Shares”) which were issued on July 6, 2004 for $200, or $10.00 per share. Mr. Lichtenstein also is the majority owner of the equity interests of The Lightstone Group, LLC. The Lightstone Group, LLC served as the sponsor (the ‘‘Sponsor’’) during the Company’s initial public offering (the “Offering”), which terminated on October 10, 2008. The Company’s Advisor, together with its board of directors (the “Board of Directors”), is primarily responsible for making investment decisions on the Company’s behalf and managing its day-to-day operations. Through his ownership and control of The Lightstone Group, LLC, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP, LLC, a Delaware limited liability company, which owns an aggregate of $30.0 million of special general partner interests (“SLP Units”) in the Operating Partnership which were purchased, at a cost of $100,000 per unit, in connection with the Company’s Offering. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control the Lightstone REIT or the Operating Partnership. The Company does not have any employees. The Advisor receives compensation and fees for services related to the investment and management of the Company’s assets. The Company’s Advisor has affiliates which may manage and develop certain of its properties. However, the Company also contracts with other unaffiliated third-party property managers. The Company’s Common Shares are not currently listed on a national securities exchange. The Company may seek to list its stock for trading on a national securities exchange only if a majority of independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its shares at this time. The Company does not anticipate that there would be any market for its shares of common stock until they are listed for trading. Related Parties: The Advisor and its affiliates, and Lightstone SLP, LLC are related parties of the Company. Certain of these entities are entitled to compensation for services related to the investment, management and disposition of the Company’s assets. The compensation is based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements. See Note 14 for additional information. Discontinued Operations During the first quarter of 2019, a portfolio comprised of the Company’s industrial properties (the “Gulf Coast Industrial Portfolio”) met the criteria to be classified as discontinued operations in the consolidated statements of operations for all periods presented. Additionally, the associated assets and liabilities of ten of the properties within the Gulf Coast Industrial Portfolio which are located in Louisiana (the “Louisiana Properties”) have been reclassified as held for disposition in the consolidated balance sheet as of December 31, 2018. The disposition of the Louisiana Properties, which represented all of the Company’s remaining industrial properties, represented a strategic shift that had a major effect on the Company’s operations and financial results and therefore, upon their disposition, the operating results of the entire Gulf Coast Industrial Portfolio were classified as discontinued operations in the Company’s consolidated statements of operations for all periods presented (See Note 10). Noncontrolling Interests Partners of Operating Partnership On July 6, 2004, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units in the Operating Partnership. The Advisor has the right to convert the Common Units into cash or, at the option of the Company, an equal number of shares of Common Shares. In connection with the Offering, Lightstone SLP, LLC, an affiliate of the Advisor, purchased an aggregate of $30.0 million of SLP Units. As the majority owner of the SLP Units, Mr. Lichtenstein is the beneficial owner of a 99% interest in such SLP Units and thus receives an indirect benefit from any distributions made in respect thereof. These SLP Units may be entitled to a portion of any regular and liquidation distributions that the Company makes to its stockholders, but only after the Company’s stockholders have received a stated preferred return. In addition, an aggregate 497,209 Common Units were issued to other unrelated parties during the years ended December 31, 2008 and 2009 and remain outstanding as of December 31, 2019. Other Noncontrolling Interests in Consolidated Subsidiaries Other noncontrolling interests in consolidated subsidiaries include ownership interests in (i) Pro-DFJV Holdings LLC (“PRO”) held by the Company’s Sponsor (see Note 13), (ii) 50-01 2nd St. Associates LLC (the “2nd Street Joint Venture”), held by the Company’s Sponsor and other affiliates (see Note 13) and (iii) various joint ventures held by affiliates of the Sponsor that have originated promissory notes to unaffiliated third parties (see Note 5). PRO’s holdings principally consist of Marco OP Units and Marco II OP Units (see Note 7). The 2nd Street Joint Venture owns Gantry Park Landing, a multi-family apartment building located in Queens, New York. See Note 13 for further discussion of noncontrolling interests. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2 . Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT and the Operating Partnership and its subsidiaries (over which the Company exercises financial and operating control). As of December 31, 2019, Lightstone REIT had a 98% general partnership interest in the Operating Partnership. All inter-company balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and real estate-related investments, 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. Investments in entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control, and is not considered to be the primary beneficiary of a variable interest entity will be accounted for using the equity method. Investments in entities where the Company has virtually no influence will be accounted for using the cost method. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when made to be cash equivalents.As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, and other reserves for certain of its consolidated properties. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. Restricted cash may also include certain funds temporarily placed in escrow with qualified intermediaries to facilitate potential like-kind exchange transactions in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended. The following is a summary of the Company's cash, cash equivalents, and restricted cash total as presented in the statements of cash flows for the periods presented: December 31, 2019 2018 Cash and cash equivalents $ 77,569 $ 35,565 Restricted cash $ 2,231 $ 1,017 Restricted cash included in assets held for disposition — 3,274 Total cash, cash equivalents and restricted cash $ 79,800 $ 39,856 Supplemental cash flow information for the periods indicated is as follows: For the Years Ended December 31, December 31, 2019 2018 Cash paid for interest $ 7,492 $ 5,092 Distributions declared but not paid $ 3,960 $ 4,134 Investment property acquired but not paid $ 1,082 $ 255 Assets transferred due to foreclosure $ 34,025 $ 13,521 Liabilities credited in foreclosure $ 50,914 $ 20,658 Amortization of deferred financing costs included in construction in progress $ 2,084 $ — Reclassification of accumulated other comprehensive income and noncontrolling interests to accumulated surplus $ — $ 15,476 Transfer of membership interests from noncontrolling interests to additional paid-in-capital $ — $ 1,500 Holding gain/loss on marketable securities $ 2,716 $ 2,288 Value of shares issued from distribution reinvestment program $ 278 $ — Marketable Securities Marketable securities consist of equity and debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Board of Directors has authorized the Company from time to time to invest the Company’s available cash in marketable securities of real estate related companies. The Board of Directors has approved investments of marketable securities of real estate companies up to 30% of the Company’s total assets to be made at the Company’s discretion, subject to compliance with any REIT or other restrictions. Revenue Recognition Minimum rents are recognized on a straight-line accrual basis, over the terms of the related leases. The capitalized above-market lease values and the capitalized below-market lease values are amortized as an adjustment to rental income over the initial lease term, including any below-market renewal periods taken into account. Percentage rents, which are based on commercial tenants’ sales, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. Recoveries from commercial tenants for real estate taxes, insurance and other operating expenses, and from residential tenants for utility costs, are recognized as revenues in the period that the applicable costs are incurred. Consolidated VIEs The Company consolidates certain joint ventures which have originated nonrecourse loans to unaffiliated third-party borrowers (see Note 5) which are variable interest entities, or VIEs, for which the Company is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership, or legal entities such as an LLC, are considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions. Investments in Real Estate Accounting for Asset Acquisitions The cost of the real estate assets acquired in an asset acquisition is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their relative fair values. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Accounting for Business Combinations Upon the acquisition of real estate operating properties that meet the definition of a business, the Company estimates the fair value of acquired tangible assets and identified intangible assets and liabilities and assumed debt at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company evaluates the existence of goodwill or a gain from a bargain purchase and allocates the initial purchase price to the applicable assets, liabilities and noncontrolling interests, if any. As final information regarding fair value of the assets acquired, liabilities assumed and noncontrolling interests is received and estimates are refined, appropriate adjustments are made to the purchase price allocation. The allocations are finalized as soon as all the information necessary is available. Impairment Evaluation Management evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company evaluates the long-lived assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. The estimated cash flows used for the impairment analysis and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies for the respective properties and comparable properties, and recent sales data for comparable properties. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, could be substantial. Real Estate-Related Debt Investments The Company intends to hold its real estate-related debt investments until maturity and accordingly, they are carried at cost, net of any unamortized loan fees, origination fees, discounts, premiums and unfunded commitments. Real estate-related debt investments that are deemed impaired will be carried at amortized cost less a reserve, if deemed appropriate, which approximates fair value. Investment income and any related premium, discount, origination costs and fees are amortized over the life of the investment using the effective interest method. The amortization is reflected as an adjustment to investment income in the Company’s statements of operations. The amortization of any premium or accretion of any discount is discontinued if such debt investment is reclassified to held for sale. Impairment on Real Estate-Related Debt Investments Real estate-related debt investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of its real estate-related debt investments and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the debt investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the debt investment, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each debt investment is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for a debt investment at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired debt investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired debt investment is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method, until an accrual is resumed when the debt investment becomes contractually current and performance is demonstrated to be resumed. A debt investment is written off when it is no longer realizable or is legally discharged. Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. The Company generally uses estimated useful lives of up to thirty-nine years for buildings and improvements and five to ten years for furniture and fixtures. Expenditures for tenant improvements and construction allowances paid to commercial tenants are capitalized and amortized over the initial term of each lease or the useful life if shorter. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Deferred Costs The Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan. Amortization of deferred loan costs begin in the period during which the loan is originated using the effective interest method over the term of the loan. The Company capitalizes initial direct costs associated with leasing activities. The costs are capitalized upon the execution of the lease and amortized over the initial term of the corresponding lease. Income Taxes The Company has elected to be taxed as a REIT commencing with the taxable year ended December 31, 2005. If the Company qualifies as a REIT, it generally will not be subject to U.S. federal income tax on its taxable income or capital gain that it distributes to its stockholders. To maintain its REIT qualification, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at the regular corporate rate, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. To maintain its qualification as a REIT, the Company engages in certain activities such as providing real estate-related services through wholly-owned taxable REIT subsidiaries (“TRSs”). As such, the Company is subject to U.S. federal and state income and franchise taxes from these activities. As of December 31, 2019 and 2018, the Company had no material uncertain income tax positions. Additionally, even if the Company continues to qualify as a REIT, it may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on its undistributed income. Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted escrows, tenants’ accounts receivable, notes receivable and accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. The carrying amount of the note receivable approximates fair value because the interest rate is variable and reflective of the market rate. The estimated fair value (in millions) of the Company’s mortgage debt is summarized as follows: As of December 31, 2019 As of December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Mortgages payable $ 167.0 $ 167.9 $ 120.0 $ 119.8 The fair value of the mortgages payable was determined by discounting the future contractual interest and principal payments by estimated current market interest rates. Accounting for Derivative Financial Investments and Hedging Activities. The Company may enter into derivative financial instrument transactions in order to mitigate interest rate risk on a related financial instrument. The Company may designate these derivative financial instruments as hedges and apply hedge accounting. The Company records all derivative instruments at fair value on the consolidated balance sheets and changes in the fair value of the instruments are recorded in the consolidated statements of operations. Stock-Based Compensation The Company had a stock-based incentive award plan for the independent directors of its Board. This plan expired in April 2015. Awards were granted at fair market value on the date of the grant with fair value estimated using the Black-Scholes-Merton option valuation model, which incorporates assumptions surrounding the volatility, dividend yield, the risk-free interest rate, expected life, and the exercise price as compared to the underlying stock price on the grant date. The tax benefits, if any, associated with these share-based payments are classified as financing activities in the consolidated statement of cash flows. For the years ended December 31, 2019 and 2018, the Company had no material compensation costs related to the incentive award plan. Concentration of Risk The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on its cash and cash equivalents. 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. Dilutive 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 dilutive net income per share is equivalent to basic net income per share. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued an accounting standards update (“ASU”) that amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate- specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company did not recognize any right-of-use assets or lease liabilities upon adoption of the standard. The Company does not have any material leases such as ground leases or building leases or any material leases for leases with a term greater than one year. From time to time the Company will enter into immaterial leases for office equipment such as copiers. The resulting right-of-use assets or lease liabilities would be immaterial in the aggregate and are recognized in the period they are incurred as lease expense. The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where it is the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected. The adoption of this standard did not have a material effect on our consolidated financial position or our results of operations. New Accounting Pronouncements 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, 2022, including interim periods within those fiscal years. The Company is currently in the process of evaluating the impact the adoption of this standard will have on the Company’s consolidated financial statements. The Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. Reclassifications Certain prior period amounts may have been reclassified to conform to the current year presentation. |
Development Projects
Development Projects | 12 Months Ended |
Dec. 31, 2019 | |
Development Projects | |
Development Projects | 3 . Development Projects Lower East Side Moxy Hotel On December 3, 2018, the Company, through a subsidiary of the Operating Partnership, acquired adjacent three parcels of land located at 147‑151 Bowery, New York, New York (collectively, the “Bowery Land”) from 151 Emmut Properties LLC and 145‑149 Bowery LLC, both unaffiliated third parties, for aggregate consideration of approximately $56.5 million, excluding closing and other acquisition related costs, on which it intends to develop and construct a 296‑room Marriott Moxy hotel (the “Lower East Side Moxy Hotel”). Additionally, on December 6, 2018, the Company, though a subsidiary of the Operating Partnership, acquired certain air rights located at 329 Broome Street, New York, New York (the “Air Rights”) from B.R.P. Realty Corp., an unaffiliated third party, for approximately $2.4 million, excluding closing and other acquisition related costs. The Company intends to use the Air Rights in connection with the development and construction of the Lower East Side Moxy Hotel. In connection with the acquisition of the Bowery Land and the Air Rights, the Advisor earned an acquisition fee equal to 2.75% of the gross contractual purchase price, which was approximately $1.6 million. As of December 31, 2019 and 2018, the Company incurred and capitalized to construction in progress an aggregate of $73.8 million (including the acquisition fee of $1.6 million and capitalized interest of $4.4 million) and $63.3 million (including the acquisition fee of $1.6 million and capitalized interest of $0.2 million), respectively, consisting of acquisition and other development costs attributable to the Lower East Side Moxy Hotel. During the years ended December 31, 2019 and 2018, the Company capitalized interest of approximately $4.2 million and $0.2 million, respectively in connection with the development of the Lower East Side Moxy Hotel. Exterior Street Project On February 27, 2019, the Company, through subsidiaries of the Operating Partnership, acquired two adjacent parcels of land located at 355 and 399 Exterior Street, New York, New York (collectively, the “Exterior Street Land”), from Borden Realty Corp and 399 Exterior Street Associates LLC, unaffiliated third parties, for an aggregate purchase price of approximately $59.0 million, excluding closing and other acquisition related costs, on which it intends to develop and construct a multi-family residential property (the “Exterior Street Project”). On March 30, 2019, the Company entered into a $35.0 million loan (the “Exterior Street Loan”) which bears interest at 4.50% and is scheduled to initially mature on April 9, 2020, but may be further extended through the exercise of two, six-month extension options, which the Company can exercise by providing the lender with notice of its intent to extend. The Exterior Street Loan requires monthly interest payments through its maturity date and is collateralized by the Exterior Street Land. In connection with the acquisition of the Exterior Street Land, the Advisor earned an acquisition fee equal to 2.75% of the gross aggregate contractual purchase price, which was approximately $1.6 million. As of December 31, 2019, the Company incurred and capitalized to construction in progress an aggregate of $66.1 million (including the acquisition fee of $1.6 million and $2.2 million of capitalized interest) consisting of acquisition and other development costs attributable to the Exterior Street Project. During the year ended December 31, 2019, the Company capitalized interest of approximately $2.2 million in connection with the development of the Exterior Street Project. Santa Clara Data Center On January 10, 2019, the Company, through subsidiaries of the Operating Partnership, acquired a parcel of land located at 2175 Martin Avenue, Santa Clara, CA (the “Martin Avenue Land”) from The Chioini Living Trust, an unaffiliated third party, for approximately $10.6 million, excluding closing and other acquisition related costs, on which the Company intends to develop and construct a data center (the “Santa Clara Data Center”). In connection with the acquisition of the Martin Avenue Land, the Advisor earned an acquisition fee equal to 2.75% of the gross contractual purchase price, which was approximately $0.2 million. As of December 31, 2019, the Company has incurred and capitalized to construction in progress an aggregate of $13.0 million (including the acquisition fee of $0.2 million and $0.4 million of capitalized interest) consisting of acquisition and other development costs attributable to the Santa Clara Data Center. During the year ended December 31, 2019, the Company capitalized interest of approximately $0.4 million in connection with the development of the Santa Clara Data Center. |
Investments in Related Parties
Investments in Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Investments in Related Parties | |
Investments in Related Parties | 4 . Investments in Related Parties Preferred Investments The Company has entered into agreements with various related party entities that provide for it to make preferred contributions pursuant to certain instruments (the “Preferred Investments”) that entitle it to certain prescribed monthly preferred distributions (see below for additional information). The Preferred Investments had an aggregate balance of $34.5 million and $100.7 million as of December 31, 2019 and 2018, 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. Additionally, during the years ended December 31, 2019 and 2018, the Company recognized investment income of $9.4 million and $14.3 million, respectively, which is included in interest and dividend income on the consolidated statements of operations. The Preferred Investments (dollar amounts in thousands) are summarized as follows: Preferred Investment Balance Investment Income As of As of For the Year Ended December 31, Preferred Investments Dividend Rate December 31, 2019 December 31, 2018 2019 2018 40 East End Avenue 8% to 12 % $ 17,000 $ 30,000 $ 3,609 $ 3,650 30‑02 39th Avenue 12 % — 10,000 140 1,217 485 7th Avenue 12 % — — — 1,095 East 11th Street 12 % 8,500 43,000 3,433 6,561 Miami Moxy 12 % 9,000 17,733 2,263 1,744 Total Preferred Investments $ 34,500 $ 100,733 $ 9,445 $ 14,267 40 East End Avenue Preferred Investment In May 2015, the Company entered into an agreement with various related party entities that provided for it to make contributions of up to $30.0 million in a related party entity, which is now a joint venture between an affiliate of our Sponsor and Lightstone Real Estate Income Trust Inc. (“Lightstone IV”), a related-party REIT also sponsored by the Company’s Sponsor, which owns a parcel of land located at the corner of 81 st Street and East End Avenue in the Upper East Side of New York City on which it is constructing a luxury residential project consisting of 29 condominiums. Contributions were made pursuant to an instrument, the “40 East End Avenue Preferred Investment,” that is entitled to monthly preferred distributions initially at a rate of 8% per annum which increased to 12% per annum upon procurement of construction financing in March 2017, and is redeemable by us beginning on April 27, 2022 or upon the occurrences of certain capital transactions. During the fourth quarter of 2019, the Company redeemed $13.0 million of the 40 East End Avenue Preferred Investment. In February 2020, the Company redeemed an additional $11.0 million of the 40 East End Avenue Preferred Investment which reduced the remaining outstanding balance to $6.0 million. 30‑02 39th Avenue Preferred Investment In August 2015, the Company entered into certain agreements that provided for it to make aggregate contributions of up to $50.0 million in various affiliates of its Sponsor which own a parcel of land located at 30‑02 39th Avenue in Long Island City, Queens, New York on which they are constructing a residential apartment project. On March 31, 2017, the 30‑02 39th Preferred Investment was amended so that our total aggregate required contributions would decrease by $40.0 million to $10.0 million. Contributions were made pursuant to instruments, the “30‑02 39th Avenue Preferred Investment,” that were entitled to monthly preferred distributions between 9% and 12% per annum and is redeemable by the Company upon the occurrence of certain capital transactions. As of December 31, 2019, there were no remaining unfunded contributions. On February 11, 2019, the Company redeemed the entire 30‑02 39th Street Preferred Investment of $ 10.0 million. 485 7th Avenue Preferred Investment In December 2015, the Company entered into an agreement with various related party entities that provided for it to make contributions of up to $60.0 million in an affiliate of its Sponsor which owns a parcel of land located at 485 7th Avenue, New York, New York on which they constructed a 612‑room Marriott Moxy hotel, which opened during the third quarter of 2017. Contributions were made pursuant to an instrument, the “485 7th Avenue Preferred Investment,” that were entitled to monthly preferred distributions at a rate of 12% per annum and was redeemable by the Company upon the occurrence of certain capital transactions. In January 2018, the Company redeemed $37.5 million of the 485 7th Avenue Preferred Investment. In April 2018, the Company redeemed the remaining $22.5 million of the 485 7 th Avenue Preferred Investment. East 11th Street Preferred Investment On April 21, 2016, the Company entered into an agreement, as amended, with various related party entities that provided for it to make contributions of up to $57.5 million in an affiliate of its Sponsor (the “East 11 th Street Developer”) which owned two residential buildings located at 112‑120 East 11th Street and 85 East 10th Street in New York, New York. The East 11th Street Developer is developing a hotel at 112‑120 East 11th Street (the “East 11th Street Project”). Contributions were made pursuant to an instrument, the “East 11th Street Preferred Investment,” that entitled us to monthly preferred distributions at a rate of 12% per annum. Upon the consummation of certain capital transactions, the Company may redeem its investment in the East 11th Street Preferred Investment. Additionally, the East 11th Street Developer may redeem the Company’s investment at any time or upon the consummation of any capital transaction. Any redemption by the Company or the East 11th Street Developer under the East 11th Street Preferred Investment will be made at an amount equal to the amount invested by the Company plus a 12.0% annual cumulative, pre-tax, non-compounded return on the aggregate amount invested by the Company. During 2019 and 2018, the Company redeemed $34.5 million and $14.5 million, respectively of the East 11th Street Preferred Investment. Miami Moxy Preferred Investment On September 30, 2016, the Company entered into an agreement with various related party entities that provides for it to make contributions of up to $20.0 million in an affiliate of its Sponsor (the “Miami Moxy Developer”) which owns parcels of land located at 915 through 955 Washington Avenue in Miami Beach, Florida, on which the Miami Moxy Developer is developing a 205‑room Marriott Moxy hotel (the “Miami Moxy”). Contributions are made pursuant to an instrument, the “Miami Moxy Preferred Investment,” that entitles the Company to monthly preferred distributions at a rate of 12% per annum. Upon the consummation of certain capital transactions, the Company may redeem its investment in the Miami Moxy Preferred Investment. Additionally, the Miami Moxy Developer may redeem the Company’s investment at any time or upon the consummation of any capital transaction. Any redemption by the Company or the Miami Moxy Developer under the Miami Moxy Preferred Investment will be made at an amount equal to the amount invested by the Company plus a 12.0% annual cumulative, pre-tax, non-compounded return on the aggregate amount invested by the Company. During the second quarter of 2019, the Company made its final contributions of $2.3 million for the Miami Moxy Preferred Investment. During the fourth quarter of 2019, the Company redeemed $11.0 million of the Miami Moxy Preferred Investment. The Joint Venture During 2015, the Company formed the Joint Venture with Lightstone II. The Company has a 2.5% membership interest in the Joint Venture and Lightstone II holds the remaining 97.5% membership interest. The Joint Venture previously acquired our membership interests in a portfolio of 11 hotels in a series of transactions completed during 2015. As of January 1, 2018 the Joint Venture held ownership interests in eight hotels. During the second quarter of 2019, the Joint Venture sold its ownership interests in one of the hotels to an unrelated third party. As a result, the Joint Venture now holds ownership interests in seven hotels as of December 31, 2019. The Company accounts for its 2.5% membership interest in the Joint Venture under the cost method and as of December 31, 2019 and 2018, the carrying value of our investment was $1.2 million and $1.3 million, respectively, which is included in investments in related parties on the consolidated balance sheets. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Notes Receivable | |
Notes Receivable | 5 . Notes Receivable Beginning in 2019, the Company has formed certain joint ventures (collectively, the “NR Joint Ventures”) between wholly-owned subsidiaries of the Operating Partnership (collectively, the “NR Subsidiaries”) and affiliates of the Sponsor (the “NR Affiliates”) which have originated nonrecourse loans (collectively, the “Joint Venture Promissory Notes”) to unaffiliated third-party borrowers (collectively, the “Joint Venture Borrowers”). The NR Subsidiaries and NR Affiliates have varying ownership interests in the NR Joint Ventures and certain other wholly-owned subsidiaries of the Operating Partnership serve as the manager and are the sole decision-maker for each of the NR Joint Ventures. The Company has determined that the NR Joint Ventures are VIEs and the NR Subsidiaries are the primary beneficiaries. Since the NR Subsidiaries are the primary beneficiaries, beginning on the applicable date of formation, the Company has consolidated the operating results and financial condition of the NR Joint Ventures and accounted for the respective ownership interests of the NR Affiliates as noncontrolling interests. The Joint Venture Promissory Notes provide for monthly interest at a prescribed variable rate, subject to a floor. In connection with funding of the Joint Venture Promissory Notes, the NR Joint Ventures have received origination fees (1.00% -1.50%) based on the principal amount of the loan and retained a portion of the loan proceeds to establish a reserve for interest and other items (the “Loan Reserves”). The Joint Venture Promissory Notes are recorded in notes receivable, net on the consolidated balance sheets. The Joint Venture Promissory Notes generally have an initial term of one year and may provide for an additional one-year extension option subject to satisfaction of certain prescribed conditions, including the funding of an additional reserve for interest and payment of an extension fee. The Joint Venture Promissory Notes are collateralized by either the membership interests of the Joint Venture Borrowers in the borrowing entity or the underlying real property being developed by the Joint Venture Borrower. The origination fees received are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are amortized into interest income, using a straight-line method that approximates the effective interest method, over the initial term of the Joint Venture Promissory Notes. The Loan Reserves are presented in the consolidated balance sheets as a direct deduction from the carrying value of the Joint Venture Promissory Notes and are applied against the monthly interest due over the initial term. During the year ended December 31, 2019, the NR Subsidiaries and the NR Affiliates made aggregate contributions to the NR Joint Ventures of approximately $32.1 million and $33.1 million, respectively, principally to fund their respective shares of the Joint Venture Promissory Notes that were originated. Additionally, during the year ended December 31, 2019, the NR Joint Ventures made aggregate distributions of approximately $18.4 million to both the NR Subsidiaries and NR Affiliates, based on their respective membership interests. The NR Joint Ventures’ distributions were made from payments received from the NR Borrowers and proceeds from a financing transaction completed by LSC 1543 7th LLC and LSC 1650 Lincoln LLC (collectively, the “Santa Monica Joint Ventures”). See Note 8 for additional information. The Notes Receivable are summarized as follows: Company's Original Initial Contractual As of December 31, 2019 Ownership Loan Origination Origination Maturity Interest Outstanding Unamortized Carrying Joint Venture/Lender Percentage Amount Fee Date Date Rate Principal Reserves Origination Fee Value LSC 162nd Capital I LLC 45.45 % $ 4,234 1.50 % February 5, 2019 March 1,2020 Libor plus 7.50% (Floor of 10) % $ 4,234 $ (82) $ (6) $ 4,146 LSC 162nd Capital II LLC 45.45 % $ 9,166 1.50 % February 5, 2019 March 1,2020 Libor plus 7.50% (Floor of 10) % 9,166 (178) (14) 8,974 LSC 47-16 Greenpoint LLC (1) 50 % $ 13,000 1.00 % April 5, 2019 April 4, 2020 Libor plus 5.75% (Floor of 8.25) % — — — — LSC 1543 7th LLC 50 % $ 20,000 1.00 % August 27, 2019 August 26, 2020 Libor plus 5.15% (Floor of 7.65) % 20,000 (504) (131) 19,365 LSC 1650 Lincoln LLC 50 % $ 24,000 1.00 % August 27, 2019 August 26, 2020 Libor plus 5.15% (Floor of 7.65) % 24,000 (605) (157) 23,238 Total $ 57,400 $ (1,369) $ (308) $ 55,723 (1) Repaid in full during 2019 The following summarizes the interest earned (included in interest and dividend income on the consolidated statements of operations) for each of the Joint Venture Promissory Notes during the periods indicated: For the Year Ended For the Year Ended Joint Venture/Lender December 31, 2019 December 31, 2018 LSC 162nd Capital I LLC $ 445 — LSC 162nd Capital II LLC 964 — LSC 47-16 Greenpoint LLC 965 — LSC 1543 7th LLC 609 — LSC 1650 Lincoln LLC 731 — Total $ 3,714 — |
Supplementary Financial Informa
Supplementary Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplementary Financial Information | |
Supplementary Financial Information | 6 . Supplementary Financial Information Investment property consists of the following: As of As of December 31, 2019 December 31, 2018 Investment property: Land and improvements $ 30,664 $ 36,786 Building and improvements 101,827 117,852 Furniture and fixtures 2,404 2,265 Construction in progress 152,896 63,519 Gross investment property 287,791 220,422 Less accumulated depreciation (29,685) (30,028) Net investment property $ 258,106 $ 190,394 As of December 31, 2019 and 2018, construction in progress includes approximately $152.9 million and $63.3 million of costs related to the Company’s development projects (see Note 3). |
Marketable Securities and Other
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable | |
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable | 7 . Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable Marketable Securities and Other Investments: The following is a summary of the Company’s available for sale securities and other investments as of the dates indicated: As of December 31, 2019 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 6,799 $ 375 $ (17) $ 7,157 Marco OP Units and Marco II OP Units 19,227 11,942 — 31,169 26,026 12,317 (17) 38,326 Debt securities: Corporate Bonds 15,993 442 (23) 16,412 Total $ 42,019 $ 12,759 $ (40) $ 54,738 As of December 31, 2018 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 1,439 $ 230 $ (18) $ 1,651 Marco OP Units and Marco II OP Units 19,227 15,924 — 35,151 20,666 16,154 (18) 36,802 Debt securities: Corporate Bonds 65,817 124 (2,120) 63,821 Mortgage Backed Securities ("MBS") 1,615 — (301) 1,314 67,432 124 (2,421) 65,135 Other Investments: Certificate of Deposit 5,012 — — 5,012 5,012 — — 5,012 Total $ 93,110 $ 16,278 $ (2,439) $ 106,949 As of both December 31, 2019 and 2018, the Company held an aggregate of 209,243 Marco OP Units and Marco II OP Units, of which 89,695 were owned by PRO. The Marco OP Units and the Marco II OP Units are both 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 Inc.”). 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 Inc. in exchange for cash or similar number of shares of Simon Inc.’s common stock (“Simon Stock”). The Company considers the declines in market value of certain investments in its investment portfolio to be temporary in nature. When evaluating the 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 years ended December 31, 2019 and 2018, the Company did not recognize any impairment charges. As of December 31, 2019 and 2018, the Company does not consider any of its investments to be other-than-temporarily impaired. 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. 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. 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 December 31, 2019 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 7,157 $ — $ — $ 7,157 Marco OP and OP II Units — 31,169 — 31,169 Corporate Bonds — 16,412 — 16,412 Total $ 7,157 $ 47,581 $ — $ 54,738 Fair Value Measurement Using As of December 31, 2018 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 1,651 $ — $ — $ 1,651 Marco OP and OP II Units — 35,151 — 35,151 Corporate Bonds — 63,821 — 63,821 MBS — 1,314 — 1,314 Certificate of Deposit — 5,012 — 5,012 Total $ 1,651 $ 105,298 $ — $ 106,949 The fair values of the Company’s investments in Corporate Bonds and Preferred Securities, MBS and Certificate of Deposit are measured using readily available quoted prices for these investments; however, the markets for these assets are not active. Additionally, as noted and disclosed above, the Company’s Marco OP and OP II units are both 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 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. 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% (2.61% as of December 31, 2019) 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 December 31, 2019 and 2018. Line of Credit The Company had a non-revolving credit facility (the “Line of Credit”) with a financial institution which previously permitted borrowings up to $25.0 million and was scheduled to expire on June 19, 2019. Effective June 19, 2019, the Line of Credit was extended until June 19, 2021 and the amount available for borrowings was reduced to $20.0 million. The Line of Credit bears interest at Libor plus 1.35% (3.11% as of December 31, 2019). The Line of Credit is collateralized by approximately 209,000 Marco OP Units and PRO has guaranteed the Line of Credit. No amounts were outstanding under the Line of Credit as of December 31, 2019 and 2018. |
Mortgages Payable
Mortgages Payable | 12 Months Ended |
Dec. 31, 2019 | |
Mortgages Payable | |
Mortgages Payable | 8 . Mortgages Payable Mortgages payable, net consists of the following: Weighted Average Interest Rate as of Amount Due at As of As of Property/Investment Interest Rate December 31, 2019 Maturity Date Maturity December 31, 2019 December 31, 2018 Gantry Park 4.48 % 4.48 % November 2024 $ 65,317 $ 72,128 $ 73,341 DePaul Plaza (Repaid in full on September 20, 2019) — — 14,072 Bowery Land and Air Rights LIBOR + 4.25 % 6.69 % December 2020 34,828 34,828 32,567 Exterior Street Land 4.50 % 4.50 % April 2020 35,000 35,000 — Santa Monica Note Receivable LIBOR + 3.75 % 4.51 % August 2020 25,000 25,000 — Total mortgages payable 4.95 % $ 160,145 166,956 119,980 Less: Deferred financing costs (2,251) (1,579) Total mortgages payable, net $ 164,705 $ 118,401 LIBOR as of December 31, 2019 and 2018 was 1.76% and 2.52%, respectively. Our loans are secured by the indicated real estate and are non-recourse to the Company. The following table shows our contractually scheduled principal maturities during the next five years and thereafter: 2020 2021 2022 2023 2024 Thereafter Total Principal maturities $ 96,089 $ 1,328 $ 1,389 $ 1,454 $ 66,696 $ — $ 166,956 Less: Deferred financing costs (2,251) Total principal maturities, net $ 164,705 On November 12, 2019, the Company, through the Santa Monica Joint Ventures, entered into a $25.0 million loan (the” Santa Monica Loan”) which bears interest at LIBOR+3.75% and is scheduled to initially mature on August 12, 2020 but may be further extended through the exercise of two, six-month extension options, which the Santa Monica Joint Ventures may exercise by providing the lender with advance written notice. The Santa Monica Loan requires monthly interest payments through its maturity date and is cross-collateralized by two nonrecourse loans originated by the Santa Monica Joint Ventures. The net proceeds from the Santa Monica Loan of approximately $23.6 million were distributed to the members of the Santa Monica Joint Ventures based on their respective ownership interests. See Note 5 for additional information. On September 20, 2019, approximately $13.8 million of the proceeds from the disposition of DePaul Plaza were used to repay in full the existing non-recourse mortgage loan collateralized by the DePaul Plaza (see Note 10). On March 29, 2019, the Company entered into the $35.0 million Exterior Street Loan which bears interest at 4.50% and is scheduled to initially mature on April 9, 2020 but may be further extended through the exercise of two, six-month extension options, which the Company can exercise by providing the lender with notice of its intent to extend. The Exterior Street Loan requires monthly interest payments through its maturity date and is collateralized by the Exterior Street Land. On December 3, 2018, the Company entered into a mortgage loan collateralized by the Bowery Land and the Air Rights (the “Bowery Mortgage) for up to $35.6 million. The Bowery Mortgage has a term of two years, bears interest at LIBOR+4.25% and requires monthly interest-only payments through its stated maturity with the entire unpaid balance due upon maturity. Through December 31, 2019, the Company received aggregate proceeds of $34.8 million under the Bowery Mortgage. As a result, the Bowery Mortgage had an outstanding balance and remaining availability of $34.8 million and $0.8 million, respectively, as of December 31, 2019. On November 19, 2014, the 2 nd Street Joint Venture entered into a $74.5 million non-recourse mortgage loan (the “Gantry Park Mortgage Loan”) with CIBC. The Gantry Park Mortgage Loan has a term of ten years with a maturity date of November 19, 2024, bears interest at 4.48%, and requires monthly interest-only payments for the first three years and monthly principal and interest payments pursuant to a 30-year amortization schedule thereafter. The Gantry Park Mortgage Loan is collateralized by Gantry Park. Certain of the Company’s debt agreements require the maintenance of certain ratios, including debt service coverage. As of December 31, 2019, the Company was in compliance with all of its financial debt covenants. Additionally, certain of our mortgages payable also contain clauses providing for prepayment penalties. Debt Maturities The Exterior Street Loan (outstanding principal balance of $25.0 million as of December 31, 2019) initially matures on April 9, 2020 but has two, six-month extension options, which the Company can exercise by providing the lender with notice of its intent to extend. The Company intends to seek to exercise the extension options or refinance the Exterior Street Loan on or before its applicable stated maturity date. The Santa Monica Loan (outstanding principal balance of $25.0 million as of December 31, 2019) initially matures on August 12, 2020 but has two, six-month extension options, which the Company can exercise by providing the lender with notice of its intent to extend. The Company intends to seek to exercise the extension options or refinance the Santa Monica Loan on or before its applicable stated maturity date. The Bowery Mortgage (outstanding principal balance of $34.8 million as of December 31, 2019) matures on December 3, 2020. The Company currently intends to seek to refinance the Bowery Mortgage on or before its maturity date. However, if the Company is unable to extend or refinance its maturing indebtedness at favorable terms, it will look to repay the then outstanding balance with available cash and/or proceeds from selective asset sales. The Company has no additional significant maturities of mortgage debt over the next 12 months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | 9 . Leases The Company’s retail property and multi-family residential property are both leased to tenants under operating leases. Substantially all of our multi-family residential property leases have initial terms of 12 months or less. Our retail space leases expire between 2020 and 2026. We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and continue to account for our leases as operating leases. The Company accrues fixed lease income on a straight-line basis over the terms of the leases. Some of our tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. The Company recognizes this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. The Company amortizes any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the related lease. The Company structures its leases to allow us to recover a portion of our property operating expenses from our tenants. A portion of our leases require the tenant to reimburse us for a portion of our operating expenses, including common area maintenance (“CAM”), real estate taxes and insurance. Such property operating expenses typically include utility, insurance and other administrative expenses. For some of the Company’s leases it receives a fixed payment from the tenant for the CAM component which is recognized as revenue on a straight-line basis over the term of the lease. When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses for the property. The Company accrues reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. As of December 31, 2019, the approximate fixed future minimum rent payments, excluding variable lease consideration, from the Company’s retail property, due to us under non-cancelable leases are as follows: 2020 2021 2022 2023 2024 Thereafter Total $ 1,862 $ 1,428 $ 1,184 $ 1,114 $ 457 $ 230 $ 6,275 As of December 31, 2018, the approximate fixed future minimum rental payments, excluding variable lease consideration, from the Company’s retail properties, due to us under non-cancelable leases are as follows: 2019 2020 2021 2022 2023 Thereafter Total $ 4,309 $ 3,264 $ 2,733 $ 2,223 $ 2,126 $ 7,429 $ 22,084 Pursuant to the lease agreements, tenants of the property may be required to reimburse the Company for some or the entire portion of the particular tenant's pro rata share of the real estate taxes and operating expenses of the property. Such amounts are not included in the future minimum lease payments above, but are included in tenant recovery income on the accompanying consolidated statements of operations. Lease income of approximately $1.0 million and $2.5 million for the years ended December 31, 2019 and 2018, respectively, related to variable lease payments was included in tenant recovery income on the accompanying consolidated statements of operations. The Company has excluded our multi-family residential property leases from this table as substantially all of its multi-family residential property leases have initial terms of 12 months of less. |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2019 | |
Dispositions | |
Dispositions | 10 . Dispositions Dispositions - Continuing Operations The following disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results and therefore did not qualify to be reported as discontinued operations and its operating results are reflected in the Company’s results from continuing operations in the consolidated statements of operations for all periods presented through the date of disposition: DePaul Plaza On September 20, 2019, the Company disposed of a retail center located in Bridgeton, Missouri (“DePaul Plaza”), to an unrelated third party for aggregate consideration of approximately $19.8 million, excluding closing and other related costs. In connection with the disposition, the Company recorded a gain on the disposition of real estate of approximately $1.0 million during the year ended December 31, 2019. Dispositions - Discontinued Operations The following dispositions qualified to be reported as discontinued operations and their operating results are classified as discontinued operations in the consolidated statements of operations for all periods presented through their respective dates of disposition: Disposition Transactions related to Gulf Coast Industrial Portfolio The Company had an outstanding non-recourse mortgage loan (the “Gulf Coast Industrial Portfolio Mortgage Loan”) which was originated in February 2007 and subsequently transferred during the third quarter of 2012 to a special servicer that discontinued scheduled debt service payments and notified the Company that the loan was in default and due on demand. The Gulf Coast Industrial Portfolio Mortgage Loan was initially cross-collateralized by a portfolio of 14 industrial properties (collectively, the “Gulf Coast Industrial Portfolio”) including ten properties located in Louisiana (seven properties located in New Orleans and three properties located in Baton Rouge, and collectively, the “Louisiana Properties”) and four properties located in San Antonio, Texas (the “San Antonio Properties”). Foreclosure of San Antonio Assets On June 5, 2018, the special servicer completed a partial foreclosure of the Gulf Coast Industrial Portfolio pursuant to which it foreclosed on the San Antonio Assets. The San Antonio Assets were sold in a foreclosure sale by the special servicer for an aggregate amount of approximately $20.7 million. Upon consummation of the foreclosure sale, the buyers assumed the significant risks and rewards of ownership and took legal title and physical possession of the San Antonio Assets for the agreed upon aggregate sales price of $20.7 million. The Company simultaneously received an aggregate credit of approximately $20.7 million which it applied against the total outstanding indebtedness (approximately $19.6 million and $1.1 million of principal and accrued interest payable, respectively) of the Gulf Coast Industrial Portfolio Mortgage. The aggregate carrying value of the assets transferred and the liabilities extinguished in connection with the foreclosure of the San Antonio Assets were approximately $13.6 million and $20.7 million, respectively. Since the Company’s performance obligations were met at the closing of the foreclosure sales and the Company had no continuing involvement with the San Antonio Assets an aggregate gain on disposition of real estate of approximately $7.1 million was recognized during the second quarter of 2018. During 2018, the disposition of the San Antonio Assets did not initially qualify to be reported as discontinued operations since their disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Assignment of Ownership in Louisiana Assets to Lender On February 12, 2019, the Company and the lender of the Gulf Coast Industrial Portfolio Mortgage entered into an assignment agreement (the “Assignment Agreement”) pursuant to which the Company assigned its membership interests in the Louisiana Assets to the lender with an effective date of February 7, 2019. Under the terms of the Assignment Agreement, the lender assumed the significant risks and rewards of ownership and took legal title and physical possession of the Louisiana Assets and assumed all the other assets and related liabilities, including the Gulf Coast Industrial Mortgage and its accrued and unpaid interest, and released the Company of any claims against the liabilities assumed. As a result of the Assignment Agreement, the Company has fully satisfied all of its obligations with respect to the Gulf Coast Industrial Portfolio Mortgage and all amounts accrued but not paid for interest (including default interest) and no amounts are due to the lender. Additionally, the Company has no continuing involvement with the Louisiana Assets. The aggregate carrying value of the assets transferred and the liabilities extinguished in connection with the Company’s assignment of its ownership interests in the Louisiana Assets to the lender was approximately $37.0 million and $49.6 million, respectively. Since the Company’s performance obligations were met upon the assignment of its ownership interests in the Louisiana Assets to the lender and the Company has no continuing involvement with the Louisiana Assets, an aggregate gain on debt extinguishment of approximately $13.6 million was recognized during the first quarter of 2019. The disposition of the Louisiana Assets, which comprised all of the Company’s remaining industrial properties, represented a strategic shift that had a major effect on the Company’s operations and financial results. As a result of the disposition transactions related to both the San Antonio Assets and the Louisiana Assets, the Company no longer has any industrial properties. Because the Gulf Coast Industrial Portfolio Mortgage was cross-collateralized by the Gulf Coast Industrial Portfolio, comprised of both the San Antonio Assets and Louisiana Assets, the operating results of the entire Gulf Coast Industrial Portfolio have been classified as discontinued operations in the Company’s consolidated statements of operations for all periods presented. The following summary presents the operating results of the Gulf Coast Industrial Portfolio included in discontinued operations in the Consolidated Statements of Operations for the periods indicated. For the Years Ended December 31, 2019 2018 Revenues $ 409 $ 4,979 Operating expenses 317 3,900 Operating income 92 1,079 Interest expense and other, net (226) (3,885) Gain on disposition of real estate — 7,137 Gain on debt extinguishment 13,615 — Net income from discontinued operations $ 13,481 $ 4,331 Cash flows generated from discontinued operations are presented separately on the Company’s consolidated statements of cash flows. The following summary presents the major components of assets and liabilities held for disposition, of as the date indicated. As of December 31, 2018 Net investment property $ 32,778 Restricted escrows 3,274 Other assets 1,174 Total assets held for disposition $ 37,226 Mortgages payable $ 30,642 Accounts payable and accrued expenses 19,069 Other liabilities 993 Total liabilities held for disposition $ 50,704 |
Distributions Payable
Distributions Payable | 12 Months Ended |
Dec. 31, 2019 | |
Distributions Payable | |
Distributions Payable | 11 . Distributions Payable On November 11, 2019 and November 14, 2018, the Company’s Board of Directors authorized and the Company declared distributions of $0.175 per share for the quarterly periods ending December 31, 2019 and 2018. The quarterly distributions are the pro rata equivalent of annual distributions of $0.70 per share, or an annualized rate of 7.0% assuming a purchase price of $10.00 per share. The distributions will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter-end. The stockholders have an option to elect the receipt of shares under the Company’s DRIP. The distributions payable as of December 31, 2019 and 2018, were paid on January 15, 2020 and January 15, 2019, respectively. Future distributions declared will be at the discretion of the Board of Directors based on their analysis of our performance over the previous periods and expectations of performance for future periods and may differ from the amount of the distribution determined for this period. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, current rental revenues, operating and interest expenses and our ability to refinance near-term debt. In addition, the Company currently intends to continue to comply with the REIT distribution requirement that it annually distribute no less than 90% of its taxable income. The Company cannot assure that regular distributions will continue to be made or that it will maintain any particular level of distributions that it has previously established or may establish. |
Company's Stockholder's Equity
Company's Stockholder's Equity | 12 Months Ended |
Dec. 31, 2019 | |
Company's Stockholder's Equity | |
Company's Stockholder's Equity | 12 . Company’s Stockholder’s Equity Preferred Shares Shares of preferred stock may be issued in the future in one or more series as authorized by the Company’s Board. Prior to the issuance of shares of any series, the Board of Directors is required by the Company’s charter to fix the number of shares to be included in each series and the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each series. Because the Company’s Board of Directors has the power to establish the preferences, powers and rights of each series of preferred stock, it may provide the holders of any series of preferred stock with preferences, powers and rights, voting or otherwise, senior to the rights of holders of our common stock. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of the Company’s common stock. As of December 31, 2019 and 2018, the Company had no outstanding preferred shares. Common Shares All of the common stock offered by the Company will be duly authorized, fully paid and nonassessable. Subject to the preferential rights of any other class or series of stock and to the provisions of its charter regarding the restriction on the ownership and transfer of shares of our stock, holders of the Company’s common stock will be entitled to receive distributions if authorized by the Board of Directors and to share ratably in the Company’s assets available for distribution to the stockholders in the event of a liquidation, dissolution or winding-up. Each outstanding share of the Company’s common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. There is no cumulative voting in the election of directors, which means that the holders of a majority of the outstanding common stock can elect all of the directors then standing for election, and the holders of the remaining common stock will not be able to elect any directors. Holders of the Company’s common stock have no conversion, sinking fund, redemption or exchange rights, and have no preemptive rights to subscribe for any of its securities. Maryland law provides that a stockholder has appraisal rights in connection with some transactions. However, the Company’ charter provides that the holders of its stock do not have appraisal rights unless a majority of the Board of Directors determines that such rights shall apply. Shares of the Company’s common stock have equal dividend, distribution, liquidation and other rights. Under its charter, the Company cannot make some material changes to its business form or operations without the approval of stockholders holding at least a majority of the shares of our stock entitled to vote on the matter. These include (1) amendment of its charter, (2) its liquidation or dissolution, (3) its reorganization, and (4) its merger, consolidation or the sale or other disposition of its assets. Share exchanges in which the Company is the acquirer, however, do not require stockholder approval. Distributions, Share Repurchase Program and Tender Offer The Company’s Board of Directors commenced declaring and the Company began paying regular quarterly distributions on its Common Shares at the pro rata equivalent of an annual distribution of $0.70 per share, or an annualized rate of 7.0% assuming a purchase price of $10.00 per share, beginning February 1, 2006. Subsequently, the Company’s Board of Directors has declared regular quarterly distributions at the annualized rate of rate of 7.0% assuming a purchase price of $10.00 per share, with the exception of the three-month period ended June 30, 2010. The distributions for the three-month period ended June 30, 2010 were at an aggregate annualized rate of 8% based on the share price of $10.00. On March 25, 2020, the Company’s Board of Directors authorized and the Company declared a distribution of $0.175 per share for the quarterly period ending December 31, 2019. The quarterly distribution is the pro rata equivalent of an annual distribution of $0.70 per share, or an annualized rate of 7.0% assuming a purchase price of $10.00 per share. The distribution will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter-end. The stockholders have an option to elect the receipt of shares under the Company’s distribution reinvestment program (the “DRIP”). The Company’s stockholders have the option to elect the receipt of shares in lieu of cash under the Company’s DRIP. The Company’s DRIP Registration Statement on Form S-3D was filed and became effective under the Securities Act of 1933 on October 25, 2018. As of December 31, 2019, approximately 10.0 million shares remain available for issuance under our DRIP. The amount of distributions distributed to our stockholders in the future will be determined by the Company’s Board of Directors and is dependent on a number of factors, including funds available for payment of distributions, the Company’s financial condition, capital expenditure requirements and annual distribution requirements needed to maintain the Company’s status as a REIT under the Internal Revenue Code. Our share repurchase program provided our stockholders with limited, interim liquidity by enabling them to sell their shares back to us, subject to restrictions. The Company repurchased 1.1 million shares of common stock each of the years ended December 31, 2019 and 2018, at an average price per share of $10.65 and $9.98 per share, respectively. On May 10, 2018, the Board of Directors amended the share repurchase program to (i) change to the price for all purchases under our share repurchase program from $10.00 per share to 92% of the estimated net asset value per share of the Company’s common stock (previously the purchase price was $10.00 per share) and (ii) increase the number of shares repurchased during any calendar year from two (2.0%) of the weighted average number of shares outstanding during the prior calendar year to five (5.0%) of the weighted average number of shares outstanding during the previous twelve months. Our Board of Directors, at its sole discretion, has the power to terminate the share repurchase program, change the price per share under the share repurchase program or reduce the number of shares purchased under the program, if it determines that the funds allocated to the share repurchase program are needed for other purposes, such as the acquisition, maintenance or repair of properties, or for use in making a declared distribution. A determination by the Company’s Board of Directors to eliminate or reduce the share repurchase program requires the unanimous affirmative vote of the independent directors. On March 25, 2020, the Board of Directors determined to suspend the share repurchase program effective immediately. Tender Offer The Company commenced a tender offer on April 19, 2019, pursuant to which it is offered to acquire up to 0.5 million shares of its common stock at a purchase price of $7.00 per share, or $3.5 million in the aggregate (the “Tender Offer”). Pursuant to the terms of the Tender Offer, which expired on June 14, 2019, the Company repurchased approximately 63,532 of its shares of common stock at $7.00 per share, or an aggregate of approximately $0.4 million. Stock-Based Compensation The Company previously adopted a stock option plan under which its independent directors were eligible to receive annual nondiscretionary awards of nonqualified stock options. This plan expired in April 2015. The Company authorized and reserved 75,000 shares of its common stock for issuance under its stock option plan. The Board of Directors could make appropriate adjustments to the number of shares available for awards and the terms of outstanding awards under the Company’s stock option plan to reflect any change in its capital structure or business, stock dividend, stock split, recapitalization, reorganization, merger, consolidation or sale of all or substantially all of our assets. The Company’s stock option plan provided for the automatic grant of a nonqualified stock option through April 2015 to each of its independent directors, without any further action by the Board of Directors or the stockholders, to purchase 3,000 shares of the Company’s common stock on the date of each annual stockholder’s meeting. During both of the years ended December 31, 2019 and 2018, options to purchase 3,000 shares of stock expired unexercised and there were no forfeitures related to stock options previously granted. As of December 31, 2019, options to purchase 15,000 shares of stock were outstanding and fully vested. The options have exercise prices between $9.80 per share and $11.80 per share with a weighted average exercise price of $10.81 per share. The exercise price for all stock options granted under the stock option plan were initially fixed at $10 per share until the termination of the Offering which occurred in October 2008, and thereafter the exercise price for stock options granted to the independent directors was equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. The term of each such option will be 10 years from the date of grant. Options granted to non-employee directors vested and became exercisable on the second anniversary of the date of grant, provided that the independent director was a director on the Board of Directors on that date. Notwithstanding any other provisions of the Company’s stock option plan to the contrary, no stock option issued pursuant thereto may be exercised if such exercise would jeopardize the Company’s status as a REIT under the Internal Revenue Code. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interests | |
Noncontrolling Interests | 13 . Noncontrolling Interests The Company’s 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 held by noncontrolling interests in the Operating Partnership include SLP Units and Common Units. The noncontrolling interests in consolidated subsidiaries include ownership interests in (i) PRO held by the Company’s Sponsor and (ii) 50‑01 2 nd St Associates LLC (the “2 nd Street Joint Venture”) held by the Company’s Sponsor and other affiliates and (iii) various joint ventures held by affiliates of our Sponsor that have originated promissory notes to unaffiliated third parties (see Note 5). PRO's holdings principally consist of Marco OP Units and Marco II OP Units (see Note 7). The 2nd Street Joint Venture owns Gantry Park Landing, a multi-family apartment building located in Queens, New York. See below for additional information. S hare Description See Note 14 for discussion of rights related to SLP Units. The Common Units of the Operating Partnership have similar rights as those of the Company’s stockholders including distribution rights. Distributions During the years ended December 31, 2019 and 2018, the Company paid distributions to noncontrolling interests of $21.7 million and $3.4 million, respectively. The 2019 distributions to noncontrolling interests include aggregate distributions of approximately $18.4 million made by the NR Joint Ventures to the NR Affiliates (see Note 5 and Note 8). As of December 31, 2019 and 2018, the total distributions declared and not paid to noncontrolling interests was $0.6 million (paid on January 15, 2020) and $0.6 million (paid on January 15, 2019), respectively. Noncontrolling Interest of Subsidiary within the Operating Partnership During 2009, the Operating Partnership acquired certain membership interests in Prime Outlets Acquisition Company (“POAC”) and Mill Run, LLC (“Mill Run”), which were subsequently contributed to PRO in exchange for a 99.99% managing membership interest in PRO. In addition, the Company contributed $2,900 for a 0.01% non-managing membership interest in PRO. Because the Operating Partnership is the managing member with control, PRO is consolidated into the results and financial position of the Company. In connection with the acquisitions of the memberships interests in POAC and Mill Run, the Advisor accepted a 19.17% profit membership interest in PRO in lieu of an acquisition fee and assigned its rights to receive distributions to the Sponsor, who assigned the same to David Lichtenstein. Distributions are split between the three members in proportion to their respective profit interests. PRO disposed of its membership interests in POAC and Mill Run in August 2010 and as a result, its current holdings primarily consist of Marco OP Units and Marco II OP Units (see Note 7). On September 19, 2018, the Company’s Sponsor transferred approximately 9.14% of its profit membership interest in PRO, valued at the estimated fair value of $1.5 million, to the Operating Partnership. The transfer was accounted for as an increase in equity of the Company and decrease in noncontrolling interest. As of both December 31, 2019 and 2018, the Sponsor had a 10.03% profit membership interest in PRO, which is accounted for as a noncontrolling interest. Consolidated Joint Venture In August 2011, the Operating Partnership and its Sponsor formed the 2nd Street Joint Venture, which owns Gantry Park, a multi-family apartment building located in Queens, New York. The Operating Partnership has a 59.2% membership interest in the 2nd Street Joint Venture (the “2nd Street JV Interest”). The 2nd Street JV Interest is a managing membership interest. The Sponsor and other related parties have an aggregate 40.8% non-managing membership interest with certain consent rights with respect to major decisions. Contributions are allocated in accordance with each investor’s ownership percentage. Profit and cash distributions are allocated in accordance with each investor’s ownership percentage. As the Operating Partnership through the 2 nd Street Joint Venture Interest has the power to direct the activities of the 2 nd Street Joint Venture that most significantly impact the performance, the Company consolidates the operating results and financial condition of the 2 nd Street Joint Venture and has accounts for the ownership interests of the Sponsor and other related parties as noncontrolling interests. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 14 . Related Party Transactions The Company has agreements with the Advisor and its affiliates to pay certain fees, as follows, in exchange for services performed by these entities and other related parties. The Company’s ability to secure financing and subsequent real estate operations are dependent upon its Advisor and their affiliates to perform such services as provided in these agreements. Fees Amount Acquisition Fee The Advisor is paid an acquisition fee equal to 2.75% of the gross contractual purchase price (including any mortgage assumed) of each property purchased. The Advisor is also reimbursed for expenses that it incurs in connection with the purchase of a property. The acquisition fee and acquisition-related expenses for any particular property, including amounts payable to related parties, will not exceed, in the aggregate 5% of the gross contractual purchase price (including mortgage assumed) of the property. Property Management - Residential/Retail The property managers are paid a monthly management fee of up to 5% of the gross revenues from residential and retail properties. The Company pays the property managers a separate fee for (i) the development of, (ii) the one-time initial rent-up or (iii) the leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Property Management - Office/Industrial The property managers are paid monthly property management and leasing fees of up to 4.5% of gross revenues from office and industrial properties. In addition, the Lightstone REIT pays the property managers a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Asset Management Fee The Advisor or its affiliates is paid an asset management fee of 0.55% of the Company’s average invested assets, as defined, payable quarterly in an amount equal to 0.1375 of 1% of average invested assets as of the last day of the immediately preceding quarter. Reimbursement of Other expenses For any year in which the Company qualifies as a REIT, the Advisor must reimburse the Company for the amounts, if any, by which the total operating expenses, the sum of the advisor asset management fee plus other operating expenses paid during the previous fiscal year exceed the greater of 2% of average invested assets, as defined, for that fiscal year, or, 25% of net income for that fiscal year. Items such as property operating expenses, depreciation and amortization expenses, interest payments, taxes, non-cash expenditures, the special liquidation distribution, the special termination distribution, organization and offering expenses, and acquisition fees and expenses are excluded from the definition of total operating expenses, which otherwise includes the aggregate expense of any kind paid or incurred by the Company. The Advisor or its affiliates are reimbursed for expenses that may include costs of goods and services, administrative services and non-supervisory services performed directly for the Company by independent parties. Lightstone SLP, LLC, an affiliate of the Company’s Sponsor, has purchased SLP Units in the Operating Partnership. 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. From our inception through March 31, 2010, cumulative distributions declared to Lightstone SLP, LLC were $4.9 million, all of which had been paid as of April 2010. For the three months ended June 30, 2010, the Operating Partnership did not declare a distribution related to the SLP Units as the distribution to the stockholders was less than 7% for this period. On August 30, 2010, the Company declared additional distributions to the stockholders to bring the annualized distribution to at least 7%. As such, the Company as of August 30, 2010 recommenced declaring distributions to Lightstone SLP, LLC at the 7% annualized rate, except for the three months ended June 30, 2010 which was at an 8% annualized rate which represents the same rate paid to the stockholders. During each of the years ended December 31, 2019 and 2018, distributions of $2.1 million were declared and distributions of $2.1 million were paid related to the SLP Units and are part of noncontrolling interests. Since inception through December 31, 2019, cumulative distributions declared were $25.5 million, of which $25.0 million have been paid. Such distributions, paid currently at a 7% annualized rate of return to Lightstone SLP, LLC through December 31, 2019, with the exception of the distribution related to the three months ended June 30, 2010, which was paid at an 8% annualized rate will always be subordinated until stockholders receive a stated preferred return, as described below. Additionally, on March 25, 2020, the Board of Directors declared a quarterly distribution for the quarterly period ending March 31, 2020 on the SLP Units at an annualized rate of 7.0%. Any future distributions on the SLP Units will always be subordinated until stockholders receive a stated preferred return. The SLP Units also entitle Lightstone SLP, LLC to a portion of any liquidating distributions made by the Operating Partnership. The value of such distributions will depend upon the net sale proceeds upon the liquidation of the Lightstone REIT and, therefore, cannot be determined at the present time. Liquidating distributions to Lightstone SLP, LLC will always be subordinated until stockholders receive a distribution equal to their initial investment plus a stated preferred return, as described below: Operating Stage Distributions Amount of Distribution 7% Stockholder Return Threshold Once a cumulative non-compounded return of 7% per year on their net investment is realized by stockholders, Lightstone SLP, LLC is eligible to receive available distributions from the Operating Partnership until it has received an amount equal to a cumulative non-compounded return of 7% per year on the purchase price of the special general partner interests. “Net investment” refers to $10 per share, less a pro rata share of any proceeds received from the sale or refinancing of the Lightstone REIT’s assets. 12% Stockholder Return Threshold Once a cumulative non-compounded return of 12% per year is realized by stockholders on their net investment (including amounts equaling a 7% return on their net investment as described above), 70% of the aggregate amount of any additional distributions from the Operating Partnership will be payable to the stockholders, and 30% of such amount will be payable to Lightstone SLP, LLC. Returns in Excess of 12% After the 12% return threshold is realized by stockholders and Lightstone SLP, LLC, 60% of any remaining distributions from the Operating Partnership will be distributable to stockholders, and 40% of such amount will be payable to Lightstone SLP, LLC. Liquidating Stage Distributions Amount of Distribution 7% Stockholder Return Threshold Once stockholders have received liquidation distributions, and a cumulative non-compounded 7% return per year on their initial net investment, Lightstone SLP, LLC will receive available distributions until it has received an amount equal to its initial purchase price of the special general partner interests plus a cumulative non-compounded return of 7% per year. 12% Stockholder Return Threshold Once stockholders have received liquidation distributions [in an amount equal to their net investment] plus a cumulative non-compounded return of 12% per year on their initial net investment (including amounts equaling a 7% return on their net investment as described above), 70% of the aggregate amount of any additional distributions from the Operating Partnership will be payable to the stockholders, and 30% of such amount will be payable to Lightstone SLP, LLC. Returns in Excess of 12% After stockholders and Lightstone LP, LLC have received liquidation distributions [in an amount equal to their net investment] plus a cumulative non-compounded return of 12% per year on their initial net investment, 60% of any remaining distributions from the Operating Partnership will be distributable to stockholders, and 40% of such amount will be payable to Lightstone SLP, LLC. The Company, pursuant to the related party arrangements described above, has recorded the following amounts for the years indicated: For the Year Ended December 31, December 31, 2019 2018 Acquisition fees (capitalized and are reflected in the carrying value of the investment) $ 1,823 $ 1,618 Asset management fees (general and administrative costs) 1,237 1,680 Property management fees (property operating expenses) 264 548 Development fees and leasing commissions* 167 309 Total $ 3,491 $ 4,155 * See Notes 4 and 5 for other related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15 . Commitments and Contingencies Legal Proceedings From time to time in the ordinary course of business, the Lightstone REIT 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. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote. Tax Protection Agreements On December 8, 2009, the Company, the Operating Partnership and PRO, (collectively, the LVP Parties”) entered into a definitive agreement (the “Contribution Agreement”) with Simon Inc. and certain of its affiliates (collectively, “Simon”) providing for the disposition of a substantial portion of the Company’s portfolio of retail properties at that time to Simon, including (i) the St. Augustine Center, which is wholly owned, (ii) a 40.0% aggregate interest in its investment in POAC, which included POAC’s properties (the “POAC Properties”), Grand Prairie Holdings LLC (“GPH”) and Livermore Holdings LLC (“LVH”) and (iii) a 36.8% aggregate interest in Mill Run, which included Mill Run’s properties (the “Mill Run Properties”). On June 28, 2010, the Contribution Agreement was amended to remove the previously contemplated dispositions of the St. Augustine Outlet Center, GPH and LVH. The transactions contemplated by the Contribution Agreement are referred to herein as the “POAC/Mill Run Transaction.” On August 30, 2010, the LVP Parties completed POAC/Mill Run Transaction and contemporaneously entered into a tax matters agreement with Simon. Additionally, the Company was advised by an independent law firm that it was “more likely than not” that the POAC/Mill Run Transaction did not give rise to current taxable income or loss. Pursuant to the terms of the tax matters agreement, Simon generally could not have engaged in a transaction that would have resulted in the recognition of the “built-in gain” with respect to POAC and Mill Run at the time of the closing for specified periods of up to eight years following the closing date. Simon has a number of obligations with respect to the allocation of partnership liabilities to the LVP Parties. For example, Simon agreed to maintain certain of the outstanding mortgage loans that were secured by POAC Properties and Mill Run Properties until their respective maturities, and the LVP Parties provided and had the opportunity to continue to provide guaranties of collection with respect to a revolving credit facility (or indebtedness incurred to refinance the revolving credit facility) for at least four years following the closing of the POAC/Mill Run Transaction. The LVP Parties were also given the opportunity to enter into agreements to make specified capital contributions to Simon OP in the event that it defaults on certain of its indebtedness. If Simon breached its obligations under the tax matters agreement, Simon was required to indemnify the LVP Parties for certain taxes that they were deemed to incur, including taxes relating to the recognition of “built-in gains” with respect to POAC Properties and Mill Run Properties, and gains recognized as a result of a reduction in the allocation of partnership liabilities. These indemnification payments would have been “grossed up” such that the amount of the payments would have equaled, on an after-tax basis, to the tax liability deemed incurred because of the breach. On December 9, 2011 and December 4, 2012, GPH, LVH and certain of their subsidiaries (collectively, the “Holding Entities”) completed the disposition of their ownership interests in two outlet centers and a parcel of land (collectively, the “Outlet Centers Transactions”) to Simon. In connection with the closing of the Outlet Centers Transactions, the Holdings Entities, the Company, the Operating Partnership, PRO and certain affiliates of the Sponsor (collectively, the “Outlet Centers Parties”) entered into a tax matters agreement with Simon pursuant to which Simon generally may not engage in a transaction that could result in the recognition of the “built-in gain” with respect to the two outlets centers at the time of the closing for specified periods of up to eight years following the closing date. Simon had a number of obligations with respect to the allocation of partnership liabilities to the Outlet Centers Parties. For example, Simon agreed to maintain a debt level of no less than the cash portion of the proceeds from the Outlet Centers Transaction until at least the fourth anniversary of the closing, and the Outlet Centers Parties provided and had the opportunity to continue to provide guaranties of collection with respect to a revolving credit facility (or indebtedness incurred to refinance the revolving credit facility) for at least four years following the closing of the Outlet Centers Transactions. The Outlet Centers Parties were also given the opportunity to enter into agreements to make specified capital contributions to Simon OP in the event that it defaults on certain of its indebtedness. If Simon breaches its obligations under the tax matters agreement, Simon will be required to indemnify the Outlet Centers Parties for certain taxes that they are deemed to incur, including taxes relating to the recognition of “built-in gains” with respect to the two outlet centers, and gains recognized as a result of a reduction in the allocation of partnership liabilities. These indemnification payments will be “grossed up” such that the amount of the payments will equal, on an after-tax basis, the tax liability deemed incurred because of the breach. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 16 . Subsequent Event The extent to which the Company’s business may be affected by the current outbreak of the Coronavirus will largely depend on both current and future developments, including its duration, spread and treatment, and related travel advisories and restrictions, all of which are highly uncertain and cannot be reasonably predicted. If the Company’s properties and real estate-related investments are negatively impacted for an extended period because (i) tenants are unable to pay their rent, (ii) borrowers are unable to pay scheduled debt service on notes receivable and/or (iii) various related party entities are unable to pay monthly preferred distributions on the Company’s Preferred Investments, the Company’s business and financial results could be materially and adversely impacted. While the Company believes there are certain cost reduction strategies it can implement, there can be no assurance that they would fully mitigate the adverse impact of any lost revenue and income. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Lightstone REIT and the Operating Partnership and its subsidiaries (over which the Company exercises financial and operating control). As of December 31, 2019, Lightstone REIT had a 98% general partnership interest in the Operating Partnership. All inter-company balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and real estate-related investments, 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. Investments in entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control, and is not considered to be the primary beneficiary of a variable interest entity will be accounted for using the equity method. Investments in entities where the Company has virtually no influence will be accounted for using the cost method. |
Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when made to be cash equivalents.As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, and other reserves for certain of its consolidated properties. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. Restricted cash may also include certain funds temporarily placed in escrow with qualified intermediaries to facilitate potential like-kind exchange transactions in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended. The following is a summary of the Company's cash, cash equivalents, and restricted cash total as presented in the statements of cash flows for the periods presented: December 31, 2019 2018 Cash and cash equivalents $ 77,569 $ 35,565 Restricted cash $ 2,231 $ 1,017 Restricted cash included in assets held for disposition — 3,274 Total cash, cash equivalents and restricted cash $ 79,800 $ 39,856 Supplemental cash flow information for the periods indicated is as follows: For the Years Ended December 31, December 31, 2019 2018 Cash paid for interest $ 7,492 $ 5,092 Distributions declared but not paid $ 3,960 $ 4,134 Investment property acquired but not paid $ 1,082 $ 255 Assets transferred due to foreclosure $ 34,025 $ 13,521 Liabilities credited in foreclosure $ 50,914 $ 20,658 Amortization of deferred financing costs included in construction in progress $ 2,084 $ — Reclassification of accumulated other comprehensive income and noncontrolling interests to accumulated surplus $ — $ 15,476 Transfer of membership interests from noncontrolling interests to additional paid-in-capital $ — $ 1,500 Holding gain/loss on marketable securities $ 2,716 $ 2,288 Value of shares issued from distribution reinvestment program $ 278 $ — |
Marketable Securities | Marketable Securities Marketable securities consist of equity and debt securities that are designated as available-for-sale. Marketable debt securities are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations. Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Board of Directors has authorized the Company from time to time to invest the Company’s available cash in marketable securities of real estate related companies. The Board of Directors has approved investments of marketable securities of real estate companies up to 30% of the Company’s total assets to be made at the Company’s discretion, subject to compliance with any REIT or other restrictions. |
Revenue Recognition | Revenue Recognition Minimum rents are recognized on a straight-line accrual basis, over the terms of the related leases. The capitalized above-market lease values and the capitalized below-market lease values are amortized as an adjustment to rental income over the initial lease term, including any below-market renewal periods taken into account. Percentage rents, which are based on commercial tenants’ sales, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. Recoveries from commercial tenants for real estate taxes, insurance and other operating expenses, and from residential tenants for utility costs, are recognized as revenues in the period that the applicable costs are incurred. |
Tenant and Other Accounts Receivable | Consolidated VIEs The Company consolidates certain joint ventures which have originated nonrecourse loans to unaffiliated third-party borrowers (see Note 5) which are variable interest entities, or VIEs, for which the Company is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership, or legal entities such as an LLC, are considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions. |
Investments in Real Estate | Investments in Real Estate Accounting for Asset Acquisitions The cost of the real estate assets acquired in an asset acquisition is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their relative fair values. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Accounting for Business Combinations Upon the acquisition of real estate operating properties that meet the definition of a business, the Company estimates the fair value of acquired tangible assets and identified intangible assets and liabilities and assumed debt at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company evaluates the existence of goodwill or a gain from a bargain purchase and allocates the initial purchase price to the applicable assets, liabilities and noncontrolling interests, if any. As final information regarding fair value of the assets acquired, liabilities assumed and noncontrolling interests is received and estimates are refined, appropriate adjustments are made to the purchase price allocation. The allocations are finalized as soon as all the information necessary is available. Impairment Evaluation Management evaluates the recoverability of its investments in real estate assets at the lowest identifiable level, the individual property level. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The Company evaluates the long-lived assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. The estimated cash flows used for the impairment analysis and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions. The estimates consider matters such as current and historical rental rates, occupancies for the respective properties and comparable properties, and recent sales data for comparable properties. Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, could be substantial. Real Estate-Related Debt Investments The Company intends to hold its real estate-related debt investments until maturity and accordingly, they are carried at cost, net of any unamortized loan fees, origination fees, discounts, premiums and unfunded commitments. Real estate-related debt investments that are deemed impaired will be carried at amortized cost less a reserve, if deemed appropriate, which approximates fair value. Investment income and any related premium, discount, origination costs and fees are amortized over the life of the investment using the effective interest method. The amortization is reflected as an adjustment to investment income in the Company’s statements of operations. The amortization of any premium or accretion of any discount is discontinued if such debt investment is reclassified to held for sale. Impairment on Real Estate-Related Debt Investments Real estate-related debt investments are considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of its real estate-related debt investments and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the debt investment as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and the competitive situation of the area where the underlying collateral is located. Because this determination is based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the debt investment, a loan loss reserve is recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each debt investment is maintained at a level that is determined to be adequate by management to absorb probable losses. Income recognition is suspended for a debt investment at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired debt investment is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired debt investment is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method, until an accrual is resumed when the debt investment becomes contractually current and performance is demonstrated to be resumed. A debt investment is written off when it is no longer realizable or is legally discharged. |
Depreciation and Amortization | Depreciation and Amortization Depreciation expense is computed based on the straight-line method over the estimated useful life of the applicable real estate asset. The Company generally uses estimated useful lives of up to thirty-nine years for buildings and improvements and five to ten years for furniture and fixtures. Expenditures for tenant improvements and construction allowances paid to commercial tenants are capitalized and amortized over the initial term of each lease or the useful life if shorter. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. |
Deferred Costs | Deferred Costs The Company capitalizes initial direct costs associated with financing activities. The costs are capitalized upon the execution of the loan, presented in the consolidated balance sheets as a direct deduction from the carrying value of the corresponding loan and amortized over the initial term of the corresponding loan. Amortization of deferred loan costs begin in the period during which the loan is originated using the effective interest method over the term of the loan. The Company capitalizes initial direct costs associated with leasing activities. The costs are capitalized upon the execution of the lease and amortized over the initial term of the corresponding lease. |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT commencing with the taxable year ended December 31, 2005. If the Company qualifies as a REIT, it generally will not be subject to U.S. federal income tax on its taxable income or capital gain that it distributes to its stockholders. To maintain its REIT qualification, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at the regular corporate rate, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. To maintain its qualification as a REIT, the Company engages in certain activities such as providing real estate-related services through wholly-owned taxable REIT subsidiaries (“TRSs”). As such, the Company is subject to U.S. federal and state income and franchise taxes from these activities. As of December 31, 2019 and 2018, the Company had no material uncertain income tax positions. Additionally, even if the Company continues to qualify as a REIT, it may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on its undistributed income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted escrows, tenants’ accounts receivable, notes receivable and accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. The carrying amount of the note receivable approximates fair value because the interest rate is variable and reflective of the market rate. The estimated fair value (in millions) of the Company’s mortgage debt is summarized as follows: As of December 31, 2019 As of December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Mortgages payable $ 167.0 $ 167.9 $ 120.0 $ 119.8 The fair value of the mortgages payable was determined by discounting the future contractual interest and principal payments by estimated current market interest rates. |
Accounting for Derivative Financial Investments and Hedging Activities | Accounting for Derivative Financial Investments and Hedging Activities. The Company may enter into derivative financial instrument transactions in order to mitigate interest rate risk on a related financial instrument. The Company may designate these derivative financial instruments as hedges and apply hedge accounting. The Company records all derivative instruments at fair value on the consolidated balance sheets and changes in the fair value of the instruments are recorded in the consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company had a stock-based incentive award plan for the independent directors of its Board. This plan expired in April 2015. Awards were granted at fair market value on the date of the grant with fair value estimated using the Black-Scholes-Merton option valuation model, which incorporates assumptions surrounding the volatility, dividend yield, the risk-free interest rate, expected life, and the exercise price as compared to the underlying stock price on the grant date. The tax benefits, if any, associated with these share-based payments are classified as financing activities in the consolidated statement of cash flows. For the years ended December 31, 2019 and 2018, the Company had no material compensation costs related to the incentive award plan. |
Concentration of Risk | Concentration of Risk The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on its cash and cash equivalents. |
Net Earnings per Share | 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. Dilutive 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 dilutive net income per share is equivalent to basic net income per share. |
New Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued an accounting standards update (“ASU”) that amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate- specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company did not recognize any right-of-use assets or lease liabilities upon adoption of the standard. The Company does not have any material leases such as ground leases or building leases or any material leases for leases with a term greater than one year. From time to time the Company will enter into immaterial leases for office equipment such as copiers. The resulting right-of-use assets or lease liabilities would be immaterial in the aggregate and are recognized in the period they are incurred as lease expense. The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where it is the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected. The adoption of this standard did not have a material effect on our consolidated financial position or our results of operations. New Accounting Pronouncements 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, 2022, including interim periods within those fiscal years. The Company is currently in the process of evaluating the impact the adoption of this standard will have on the Company’s consolidated financial statements. The Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. |
Reclassifications | Reclassifications Certain prior period amounts may have been reclassified to conform to the current year presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of supplemental cash flow information | December 31, 2019 2018 Cash and cash equivalents $ 77,569 $ 35,565 Restricted cash $ 2,231 $ 1,017 Restricted cash included in assets held for disposition — 3,274 Total cash, cash equivalents and restricted cash $ 79,800 $ 39,856 Supplemental cash flow information for the periods indicated is as follows: For the Years Ended December 31, December 31, 2019 2018 Cash paid for interest $ 7,492 $ 5,092 Distributions declared but not paid $ 3,960 $ 4,134 Investment property acquired but not paid $ 1,082 $ 255 Assets transferred due to foreclosure $ 34,025 $ 13,521 Liabilities credited in foreclosure $ 50,914 $ 20,658 Amortization of deferred financing costs included in construction in progress $ 2,084 $ — Reclassification of accumulated other comprehensive income and noncontrolling interests to accumulated surplus $ — $ 15,476 Transfer of membership interests from noncontrolling interests to additional paid-in-capital $ — $ 1,500 Holding gain/loss on marketable securities $ 2,716 $ 2,288 Value of shares issued from distribution reinvestment program $ 278 $ — |
Summary of Estimated Fair Value of Debt | The estimated fair value (in millions) of the Company’s mortgage debt is summarized as follows: As of December 31, 2019 As of December 31, 2018 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Mortgages payable $ 167.0 $ 167.9 $ 120.0 $ 119.8 |
Investments in Related Parties
Investments in Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments in Related Parties | |
Summary of the Preferred Investments | The Preferred Investments (dollar amounts in thousands) are summarized as follows: Preferred Investment Balance Investment Income As of As of For the Year Ended December 31, Preferred Investments Dividend Rate December 31, 2019 December 31, 2018 2019 2018 40 East End Avenue 8% to 12 % $ 17,000 $ 30,000 $ 3,609 $ 3,650 30‑02 39th Avenue 12 % — 10,000 140 1,217 485 7th Avenue 12 % — — — 1,095 East 11th Street 12 % 8,500 43,000 3,433 6,561 Miami Moxy 12 % 9,000 17,733 2,263 1,744 Total Preferred Investments $ 34,500 $ 100,733 $ 9,445 $ 14,267 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Receivable | |
Summary of Notes Receivable | Company's Original Initial Contractual As of December 31, 2019 Ownership Loan Origination Origination Maturity Interest Outstanding Unamortized Carrying Joint Venture/Lender Percentage Amount Fee Date Date Rate Principal Reserves Origination Fee Value LSC 162nd Capital I LLC 45.45 % $ 4,234 1.50 % February 5, 2019 March 1,2020 Libor plus 7.50% (Floor of 10) % $ 4,234 $ (82) $ (6) $ 4,146 LSC 162nd Capital II LLC 45.45 % $ 9,166 1.50 % February 5, 2019 March 1,2020 Libor plus 7.50% (Floor of 10) % 9,166 (178) (14) 8,974 LSC 47-16 Greenpoint LLC (1) 50 % $ 13,000 1.00 % April 5, 2019 April 4, 2020 Libor plus 5.75% (Floor of 8.25) % — — — — LSC 1543 7th LLC 50 % $ 20,000 1.00 % August 27, 2019 August 26, 2020 Libor plus 5.15% (Floor of 7.65) % 20,000 (504) (131) 19,365 LSC 1650 Lincoln LLC 50 % $ 24,000 1.00 % August 27, 2019 August 26, 2020 Libor plus 5.15% (Floor of 7.65) % 24,000 (605) (157) 23,238 Total $ 57,400 $ (1,369) $ (308) $ 55,723 |
Summarizes the interest earned for each of the Joint Venture Promissory Notes | For the Year Ended For the Year Ended Joint Venture/Lender December 31, 2019 December 31, 2018 LSC 162nd Capital I LLC $ 445 — LSC 162nd Capital II LLC 964 — LSC 47-16 Greenpoint LLC 965 — LSC 1543 7th LLC 609 — LSC 1650 Lincoln LLC 731 — Total $ 3,714 — |
Supplementary Financial Infor_2
Supplementary Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplementary Financial Information | |
Summary of Investment Property | Investment property consists of the following: As of As of December 31, 2019 December 31, 2018 Investment property: Land and improvements $ 30,664 $ 36,786 Building and improvements 101,827 117,852 Furniture and fixtures 2,404 2,265 Construction in progress 152,896 63,519 Gross investment property 287,791 220,422 Less accumulated depreciation (29,685) (30,028) Net investment property $ 258,106 $ 190,394 |
Marketable Securities and Oth_2
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable | |
Summary of available for sale securities and other investments | The following is a summary of the Company’s available for sale securities and other investments as of the dates indicated: As of December 31, 2019 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 6,799 $ 375 $ (17) $ 7,157 Marco OP Units and Marco II OP Units 19,227 11,942 — 31,169 26,026 12,317 (17) 38,326 Debt securities: Corporate Bonds 15,993 442 (23) 16,412 Total $ 42,019 $ 12,759 $ (40) $ 54,738 As of December 31, 2018 Gross Unrealized Gross Unrealized Adjusted Cost Gains Losses Fair Value Marketable Securities: Equity securities: Equity Securities, primarily REITs $ 1,439 $ 230 $ (18) $ 1,651 Marco OP Units and Marco II OP Units 19,227 15,924 — 35,151 20,666 16,154 (18) 36,802 Debt securities: Corporate Bonds 65,817 124 (2,120) 63,821 Mortgage Backed Securities ("MBS") 1,615 — (301) 1,314 67,432 124 (2,421) 65,135 Other Investments: Certificate of Deposit 5,012 — — 5,012 5,012 — — 5,012 Total $ 93,110 $ 16,278 $ (2,439) $ 106,949 |
Schedule of Marketable securities measured at fair value on a recurring basis | 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 December 31, 2019 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 7,157 $ — $ — $ 7,157 Marco OP and OP II Units — 31,169 — 31,169 Corporate Bonds — 16,412 — 16,412 Total $ 7,157 $ 47,581 $ — $ 54,738 Fair Value Measurement Using As of December 31, 2018 Level 1 Level 2 Level 3 Total Marketable Securities: Equity Securities, primarily REITs $ 1,651 $ — $ — $ 1,651 Marco OP and OP II Units — 35,151 — 35,151 Corporate Bonds — 63,821 — 63,821 MBS — 1,314 — 1,314 Certificate of Deposit — 5,012 — 5,012 Total $ 1,651 $ 105,298 $ — $ 106,949 |
Mortgages Payable (Tables)
Mortgages Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Mortgages Payable | |
Schedule of Mortgages Payable | Mortgages payable, net consists of the following: Weighted Average Interest Rate as of Amount Due at As of As of Property/Investment Interest Rate December 31, 2019 Maturity Date Maturity December 31, 2019 December 31, 2018 Gantry Park 4.48 % 4.48 % November 2024 $ 65,317 $ 72,128 $ 73,341 DePaul Plaza (Repaid in full on September 20, 2019) — — 14,072 Bowery Land and Air Rights LIBOR + 4.25 % 6.69 % December 2020 34,828 34,828 32,567 Exterior Street Land 4.50 % 4.50 % April 2020 35,000 35,000 — Santa Monica Note Receivable LIBOR + 3.75 % 4.51 % August 2020 25,000 25,000 — Total mortgages payable 4.95 % $ 160,145 166,956 119,980 Less: Deferred financing costs (2,251) (1,579) Total mortgages payable, net $ 164,705 $ 118,401 |
Contractually Scheduled Principal Maturities During Next Five Years | 2020 2021 2022 2023 2024 Thereafter Total Principal maturities $ 96,089 $ 1,328 $ 1,389 $ 1,454 $ 66,696 $ — $ 166,956 Less: Deferred financing costs (2,251) Total principal maturities, net $ 164,705 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of Future Minimum Rental Payments | As of December 31, 2019, the approximate fixed future minimum rent payments, excluding variable lease consideration, from the Company’s retail property, due to us under non-cancelable leases are as follows: 2020 2021 2022 2023 2024 Thereafter Total $ 1,862 $ 1,428 $ 1,184 $ 1,114 $ 457 $ 230 $ 6,275 As of December 31, 2018, the approximate fixed future minimum rental payments, excluding variable lease consideration, from the Company’s retail properties, due to us under non-cancelable leases are as follows: 2019 2020 2021 2022 2023 Thereafter Total $ 4,309 $ 3,264 $ 2,733 $ 2,223 $ 2,126 $ 7,429 $ 22,084 |
Dispositions (Tables)
Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Dispositions | |
Schedule of discontinued operations in the consolidated statements of operations | The following summary presents the operating results of the Gulf Coast Industrial Portfolio included in discontinued operations in the Consolidated Statements of Operations for the periods indicated. For the Years Ended December 31, 2019 2018 Revenues $ 409 $ 4,979 Operating expenses 317 3,900 Operating income 92 1,079 Interest expense and other, net (226) (3,885) Gain on disposition of real estate — 7,137 Gain on debt extinguishment 13,615 — Net income from discontinued operations $ 13,481 $ 4,331 |
Schedule of major components of assets and liabilities held for disposition | The following summary presents the major components of assets and liabilities held for disposition, of as the date indicated. As of December 31, 2018 Net investment property $ 32,778 Restricted escrows 3,274 Other assets 1,174 Total assets held for disposition $ 37,226 Mortgages payable $ 30,642 Accounts payable and accrued expenses 19,069 Other liabilities 993 Total liabilities held for disposition $ 50,704 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Amount recorded in pursuant to related party arrangement | The Company, pursuant to the related party arrangements described above, has recorded the following amounts for the years indicated: For the Year Ended December 31, December 31, 2019 2018 Acquisition fees (capitalized and are reflected in the carrying value of the investment) $ 1,823 $ 1,618 Asset management fees (general and administrative costs) 1,237 1,680 Property management fees (property operating expenses) 264 548 Development fees and leasing commissions* 167 309 Total $ 3,491 $ 4,155 * |
Structure (Details)
Structure (Details) $ / shares in Units, ft² in Millions | Feb. 12, 2019 | Jul. 06, 2004USD ($)$ / sharesshares | Dec. 31, 2019USD ($)ft²$ / shares$ / item | Dec. 31, 2009shares | Mar. 31, 2019item | Dec. 31, 2018$ / shares |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Lightstone REIT, partnership formation date | Jul. 12, 2004 | |||||
Number of Louisiana properties reclassified as held for disposition | item | 10 | |||||
Cash contributed for units | $ 2,000 | |||||
Partners units acquired | shares | 200 | |||||
Issuance of common units, shares | shares | 497,209 | |||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||
Advisor | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of common shares held | shares | 20,000 | |||||
Issue price per share (in dollars per share) | $ / shares | $ 10 | |||||
Lightstone SLP, LLC | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Aggregate SLP units owned in operating partnership | $ 30,000,000 | |||||
Purchase cost per SLP unit of operating partnership | $ / item | 100,000 | |||||
Aggregate SLP units purchased in operating partnership | $ 30,000,000 | |||||
Mr. Lichtenstein | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Beneficial ownership interest (as a percent) | 99.00% | |||||
Wholly Owned Properties | Retail | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Area of Real Estate Property | ft² | 0.3 | |||||
Wholly Owned Properties | Industrial Properties | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Area of Real Estate Property | ft² | 199 | |||||
Lightstone Value Plus REIT, L.P [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
General partner ownership interest | 98.00% | |||||
Lightstone Value Plus REIT, L.P [Member] | Advisor | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Proceeds from issue of shares | $ 200 | |||||
Lightstone Value Plus REIT, L.P [Member] | Wholly Owned Properties | Industrial Properties | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
General partner ownership interest | 2.50% | 59.20% | ||||
Lightstone Value Plus REIT, L.P [Member] | Wholly Owned Properties | Residential Real Estate [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
General partner ownership interest | 97.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | |||
Cash and cash equivalents | $ 77,569 | $ 35,565 | |
Restricted cash | 2,231 | 1,017 | |
Restricted cash included in assets held for disposition | 0 | 3,274 | |
Total cash, cash equivalents and restricted cash | $ 79,800 | $ 39,856 | $ 119,219 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | ||
Cash paid for interest | $ 7,492 | $ 5,092 |
Distributions declared but not paid | 3,960 | 4,134 |
Investment property acquired but not paid | 1,082 | 255 |
Assets transferred due to foreclosure | 34,025 | 13,521 |
Liabilities credited in foreclosure | 50,914 | 20,658 |
Amortization of deferred financing costs included in construction in progress | 2,084 | 0 |
Reclassification of accumulated other comprehensive income and noncontrolling interests to accumulated surplus | 15,476 | |
Transfer of membership interests from noncontrolling interests to additional paid-in-capital | 1,500 | |
Holding gain/loss on marketable securities | 2,716 | 2,288 |
Value of shares issued from distribution reinvestment program | $ 278 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | ||
Carrying Amount | $ 166,956 | $ 119,980 |
Estimated Fair Value | $ 167,900 | $ 119,800 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investment, Ownership Percentage | 98.00% |
Percentage Of Investments on Marketable Securities Of Real Estate | 30.00% |
Building and Building Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | P39Y |
Furniture and Fixtures [Member] | Maximum | |
Property, Plant and Equipment, Estimated Useful Lives | P10Y |
Furniture and Fixtures [Member] | Minimum | |
Property, Plant and Equipment, Estimated Useful Lives | P5Y |
Development Projects (Details)
Development Projects (Details) - USD ($) $ in Thousands | Feb. 27, 2019 | Jan. 10, 2019 | Dec. 03, 2018 | Dec. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisition fees and expenses percentage of purchase price | 2.75% | 2.75% | ||||
Acquisition fees | $ 1,600 | |||||
Debt instrument, interest rate | 4.40% | |||||
Construction in progress, gross | $ 63,300 | |||||
Interest costs capitalized | $ 4,200 | |||||
Original Loan Amount | 57,400 | |||||
Bowery Land | ||||||
Business combination, consideration transferred | $ 56,500 | |||||
Air Rights | ||||||
Business combination, consideration transferred | $ 2,400 | |||||
Bowery Land and Air Rights | ||||||
Construction in progress, gross | 152,900 | |||||
Lower East Side Moxy Hotel | ||||||
Acquisition fees | 1,600 | 1,600 | ||||
Construction in progress, gross | 73,800 | 63,300 | ||||
Interest costs capitalized | $ 200 | |||||
Business acquisition fee | 4,400 | |||||
Borden Realty Corp and 399 Exterior Street Associates LLC | ||||||
Business combination, consideration transferred | $ 59,000 | |||||
Exterior Street Land | ||||||
Acquisition fees | 1,600 | |||||
Construction in progress, gross | 66,100 | |||||
Interest costs capitalized | 2,200 | |||||
The Chioini Living Trust | ||||||
Business combination, consideration transferred | $ 10,600 | |||||
Business acquisition transaction cost percentage | 2.75% | |||||
Business acquisition, transaction costs | $ 200 | |||||
Martin Avenue Land | ||||||
Acquisition fees | 200 | |||||
Construction in progress, gross | 13,000 | |||||
Interest costs capitalized | 400 | |||||
Santa Clara Data Center | ||||||
Construction in progress, gross | $ 400 |
Investments in Related Partie_2
Investments in Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investments in and Advances to Affiliates [Line Items] | |||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 34,500 | $ 100,733 | |
Preferred Stock Dividend Income | 9,445 | 14,267 | |
40 East End Avenue | |||
Investments in and Advances to Affiliates [Line Items] | |||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | 17,000 | 30,000 | |
Preferred Stock Dividend Income | $ 3,609 | 3,650 | |
40 East End Avenue | Maximum | |||
Investments in and Advances to Affiliates [Line Items] | |||
Preferred Investments, Dividend Rate, Percentage | 12.00% | ||
40 East End Avenue | Minimum | |||
Investments in and Advances to Affiliates [Line Items] | |||
Preferred Investments, Dividend Rate, Percentage | 8.00% | ||
3002 39th Avenue | |||
Investments in and Advances to Affiliates [Line Items] | |||
Preferred Investments, Dividend Rate, Percentage | 12.00% | ||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 0 | 10,000 | |
Preferred Stock Dividend Income | $ 140 | 1,217 | |
485 7th Avenue | |||
Investments in and Advances to Affiliates [Line Items] | |||
Preferred Investments, Dividend Rate, Percentage | 12.00% | ||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 0 | ||
Preferred Stock Dividend Income | $ 0 | 1,095 | |
East 11th Street | |||
Investments in and Advances to Affiliates [Line Items] | |||
Preferred Investments, Dividend Rate, Percentage | 12.00% | ||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 8,500 | 43,000 | |
Preferred Stock Dividend Income | $ 3,433 | 6,561 | |
Miami Moxy | |||
Investments in and Advances to Affiliates [Line Items] | |||
Preferred Investments, Dividend Rate, Percentage | 12.00% | ||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 2,300 | $ 9,000 | 17,733 |
Preferred Stock Dividend Income | $ 2,263 | $ 1,744 |
Investments in Related Partie_3
Investments in Related Parties - Additional Information (Details) $ in Thousands | Feb. 11, 2019USD ($) | Jan. 01, 2018item | Sep. 30, 2016 | Apr. 21, 2016 | Feb. 29, 2020USD ($) | Apr. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Apr. 21, 2016USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) | Mar. 25, 2020 | Nov. 11, 2019 | Nov. 14, 2018 | Aug. 31, 2015USD ($) | May 31, 2015USD ($) | Jun. 30, 2010 |
Annual distribution rate | 7.00% | 7.00% | 7.00% | 7.00% | 8.00% | ||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 34,500 | $ 100,733 | |||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value | $ 35,738 | 35,738 | 102,008 | ||||||||||||||||||
Available-for-sale Securities, Equity Securities | 54,738 | $ 54,738 | 106,949 | ||||||||||||||||||
Number of hotels in which ownership interests are held | item | 8 | ||||||||||||||||||||
Maximum | |||||||||||||||||||||
Percentage Of Preferred Distribution Rate | 12.00% | ||||||||||||||||||||
Minimum | |||||||||||||||||||||
Percentage Of Preferred Distribution Rate | 9.00% | ||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||
Annual distribution rate | 7.00% | ||||||||||||||||||||
40 East End Avenue | |||||||||||||||||||||
Preferred Equity Distributions Additional Investment Available | $ 30,000 | ||||||||||||||||||||
Annual distribution rate | 8.00% | ||||||||||||||||||||
Annualized Distribution Rate Upon Procurement Of Construction Financing | 12.00% | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 17,000 | 30,000 | |||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Reductions | 13,000 | ||||||||||||||||||||
40 East End Avenue | Subsequent Event | |||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value | $ 6,000 | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Reductions | $ 11,000 | ||||||||||||||||||||
3002 39th Avenue | |||||||||||||||||||||
Preferred Equity Distributions Additional Investment Available | $ 50,000 | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | 0 | 10,000 | |||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease) | $ 40,000 | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value | $ 10,000 | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Reductions | $ 10,000 | ||||||||||||||||||||
485 7th Avenue | |||||||||||||||||||||
Preferred Equity Distributions Amount Declared | $ 60,000 | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | 0 | ||||||||||||||||||||
Percentage Of Preferred Distribution Rate | 12.00% | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Reductions | $ 22,500 | $ 37,500 | |||||||||||||||||||
East 11th Street Preferred Investment [Member] | |||||||||||||||||||||
Preferred Stock Investments Income | 9,400 | 14,300 | |||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | 34,500 | 100,700 | |||||||||||||||||||
Proceeds from Contributions from Affiliates | $ 57,500 | ||||||||||||||||||||
Percentage Of Preferred Distribution Rate | 12.00% | ||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Reductions | 34,500 | 14,500 | |||||||||||||||||||
Miami Moxy | |||||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Additions | $ 2,300 | $ 9,000 | $ 17,733 | ||||||||||||||||||
Proceeds from Contributions from Affiliates | $ 20,000 | ||||||||||||||||||||
Percentage Of Preferred Distribution Rate | 12.00% | 12.00% | |||||||||||||||||||
Investments in and Advances to Affiliates, at Fair Value, Gross Reductions | $ 11,000 | ||||||||||||||||||||
East 11th Street Preferred Investment [Member] | |||||||||||||||||||||
Percentage Of Preferred Distribution Rate | 12.00% |
Notes Receivable - Notes Receiv
Notes Receivable - Notes Receivable Summarized (Details) - USD ($) $ in Thousands | Dec. 03, 2018 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Company's Ownership percentage | 98.00% | |
Original Loan Amount | $ 57,400 | |
Debt instrument, description of variable rate basis | LIBOR+4.25% | |
Debt instrument, interest rate | 4.40% | |
Reserves | (1,369) | |
Unamortized Origination Fee | (308) | |
Carrying | $ 55,723 | |
Notes Receivable | LSC 162nd Capital I LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Company's Ownership percentage | 45.45% | |
Original Loan Amount | $ 4,234 | |
Origination Fee (as a percent) | 1.50% | |
Reserves | $ (82) | |
Unamortized Origination Fee | (6) | |
Carrying | $ 4,146 | |
Notes Receivable | LSC 162nd Capital II LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Company's Ownership percentage | 45.45% | |
Original Loan Amount | $ 9,166 | |
Origination Fee (as a percent) | 1.50% | |
Reserves | $ (178) | |
Unamortized Origination Fee | (14) | |
Carrying | $ 8,974 | |
Notes Receivable | LSC 47-16 Greenpoint LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Company's Ownership percentage | 50.00% | |
Original Loan Amount | $ 13,000 | |
Origination Fee (as a percent) | 1.00% | |
Notes Receivable | LSC 1543 7th LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Company's Ownership percentage | 50.00% | |
Original Loan Amount | $ 20,000 | |
Origination Fee (as a percent) | 1.00% | |
Reserves | $ (504) | |
Unamortized Origination Fee | (131) | |
Carrying | $ 19,365 | |
Notes Receivable | LSC 1650 Lincoln LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Company's Ownership percentage | 50.00% | |
Original Loan Amount | $ 24,000 | |
Origination Fee (as a percent) | 1.00% | |
Reserves | $ (605) | |
Unamortized Origination Fee | (157) | |
Carrying | $ 23,238 |
Notes Receivable - Interest and
Notes Receivable - Interest and Dividend Income on Promissory Notes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
InterestIncomePurchasedReceivables | $ 3,714 |
LSC 162nd Capital I LLC | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
InterestIncomePurchasedReceivables | 445 |
LSC 162nd Capital II LLC | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
InterestIncomePurchasedReceivables | 964 |
LSC 47-16 Greenpoint LLC | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
InterestIncomePurchasedReceivables | 965 |
LSC 1543 7th LLC | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
InterestIncomePurchasedReceivables | 609 |
LSC 1650 Lincoln LLC | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
InterestIncomePurchasedReceivables | $ 731 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) $ in Millions | Dec. 03, 2018 | Dec. 31, 2019 |
Initial term | 2 years | |
Notes Receivable | ||
Value of origination fee on notes receivables | $ 18.4 | |
Notes Receivable | NR Subsidiaries [Member] | ||
Notes receivable, related parties, noncurrent | 32.1 | |
Notes Receivable | NR Affiliates [Member] | ||
Notes receivable, related parties, noncurrent | $ 33.1 | |
Minimum | Notes Receivable | ||
Percentage of origination fee on notes receivables | 1.00% | |
Maximum | Notes Receivable | ||
Percentage of origination fee on notes receivables | 1.50% |
Supplementary Financial Infor_3
Supplementary Financial Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Investment property: | ||
Land and improvements | $ 30,664 | $ 36,786 |
Building and improvements | 101,827 | 117,852 |
Furniture and fixtures | 2,404 | 2,265 |
Construction in progress | 152,896 | 63,519 |
Gross investment property | 287,791 | 220,422 |
Less accumulated depreciation | (29,685) | (30,028) |
Net investment property | $ 258,106 | $ 190,394 |
Supplementary Financial Infor_4
Supplementary Financial Information - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Construction in Progress, Gross | $ 63.3 | |
Bowery Land and Air Rights | ||
Construction in Progress, Gross | $ 152.9 |
Marketable Securities and Oth_3
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale | ||
Equity securities, adjusted cost | $ 42,019 | $ 93,110 |
Equity securities, gross unrealized gains | 12,759 | 16,278 |
Equity securities, gross unrealized losses | (40) | (2,439) |
Equity securities, fair value | 54,738 | 106,949 |
Equity Securities | ||
Debt Securities, Available-for-sale | ||
Equity securities, adjusted cost | 26,026 | 20,666 |
Equity securities, gross unrealized gains | 12,317 | 16,154 |
Equity securities, gross unrealized losses | (17) | (18) |
Equity securities, fair value | 38,326 | 36,802 |
Equity Securities | ||
Debt Securities, Available-for-sale | ||
Equity securities, adjusted cost | 6,799 | 1,439 |
Equity securities, gross unrealized gains | 375 | 230 |
Equity securities, gross unrealized losses | (17) | (18) |
Equity securities, fair value | 7,157 | 1,651 |
Marco OP Units and Marco II OP Units | ||
Debt Securities, Available-for-sale | ||
Equity securities, adjusted cost | 19,227 | 19,227 |
Equity securities, gross unrealized gains | 11,942 | 15,924 |
Equity securities, gross unrealized losses | 0 | 0 |
Equity securities, fair value | 31,169 | 35,151 |
Corporate Bonds | ||
Debt Securities, Available-for-sale | ||
Debt securities, adjusted cost | 15,993 | 65,817 |
Debt securities, gross unrealized gains | 442 | 124 |
Debt securities, gross unrealized losses | (23) | (2,120) |
Debt securities, Fair Value | 16,412 | 63,821 |
Mortgage Backed Securities ("MBS") | ||
Debt Securities, Available-for-sale | ||
Debt securities, adjusted cost | 1,615 | |
Debt securities, gross unrealized gains | 0 | |
Debt securities, gross unrealized losses | (301) | |
Debt securities, Fair Value | 1,314 | |
Corporate Debt Securities | ||
Debt Securities, Available-for-sale | ||
Debt securities, adjusted cost | 67,432 | |
Debt securities, gross unrealized gains | 124 | |
Debt securities, gross unrealized losses | (2,421) | |
Debt securities, Fair Value | 65,135 | |
Other Investments | ||
Debt Securities, Available-for-sale | ||
Equity securities, gross unrealized gains | 0 | |
Equity securities, gross unrealized losses | $ 0 | |
Debt securities, adjusted cost | 5,012 | |
Debt securities, gross unrealized gains | 0 | |
Debt securities, gross unrealized losses | 0 | |
Debt securities, Fair Value | 5,012 | |
Certificates of Deposit | ||
Debt Securities, Available-for-sale | ||
Debt securities, adjusted cost | 5,012 | |
Debt securities, gross unrealized gains | 0 | |
Debt securities, gross unrealized losses | 0 | |
Debt securities, Fair Value | $ 5,012 |
Marketable Securities and Oth_4
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable - Recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $ 54,738 | $ 106,949 |
Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 7,157 | 1,651 |
Marco OP Units and Marco II OP Units | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 31,169 | 35,151 |
Corporate Bonds and Preferred Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 16,412 | 63,821 |
Mortgage Backed Securities ("MBS") | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 1,314 | |
Certificates of Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 5,012 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 7,157 | 1,651 |
Level 1 | Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 7,157 | 1,651 |
Level 1 | Marco OP Units and Marco II OP Units | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Level 1 | Corporate Bonds and Preferred Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Level 1 | Mortgage Backed Securities ("MBS") | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | |
Level 1 | Certificates of Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 47,581 | 105,298 |
Level 2 | Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Level 2 | Marco OP Units and Marco II OP Units | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 31,169 | 35,151 |
Level 2 | Corporate Bonds and Preferred Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 16,412 | 63,821 |
Level 2 | Mortgage Backed Securities ("MBS") | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 1,314 | |
Level 2 | Certificates of Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 5,012 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Level 3 | Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Level 3 | Marco OP Units and Marco II OP Units | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Level 3 | Corporate Bonds and Preferred Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $ 0 | 0 |
Level 3 | Mortgage Backed Securities ("MBS") | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | |
Level 3 | Certificates of Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $ 0 |
Marketable Securities and Oth_5
Marketable Securities and Other Investments, Fair Value Measurements and Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 03, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt Instrument, Collateral Amount | $ 35,600 | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Investment Transferred from Available-for-sale to Equity Method, after Tax | $ 15,476 | ||
Marco OP Units and Marco II OP Units | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity Securities Securities Held During Period | 209,243 | 89,695 | |
Margin Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate terms | LIBOR plus 0.85% | ||
Debt instrument, interest rate at end of period | 2.61% |
Mortgages Payable (Details)
Mortgages Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Weighted average interest rate | 4.95% | |
Amount due at maturity | $ 160,145 | |
Total mortgages payable | 166,956 | $ 119,980 |
Less: Deferred financing costs | (2,251) | (1,579) |
Total mortgages payable, net | $ 164,705 | 118,401 |
Gantry Park | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate terms | 4.48 | |
Weighted average interest rate | 4.48% | |
Maturity date | 2020-11 | |
Amount due at maturity | $ 65,317 | |
Total mortgages payable | $ 72,128 | 73,341 |
DePaul Plaza | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 202019.00% | |
Maturity date | 2019-09 | |
Amount due at maturity | $ 0 | |
Total mortgages payable | $ 0 | 14,072 |
Bowery Land and Air Rights | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate terms | LIBOR + 4.25 | |
Weighted average interest rate | 6.69% | |
Maturity date | 2020-12 | |
Amount due at maturity | $ 34,828 | |
Total mortgages payable | $ 34,828 | 32,567 |
Exterior Street Land | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate terms | 4.50 | |
Weighted average interest rate | 4.50% | |
Maturity date | 2020-04 | |
Amount due at maturity | $ 35,000 | |
Total mortgages payable | $ 35,000 | 0 |
Santa Monica | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate terms | LIBOR + 3.75 | |
Weighted average interest rate | 4.51% | |
Maturity date | 2020-08 | |
Amount due at maturity | $ 25,000 | |
Total mortgages payable | $ 25,000 | $ 0 |
Mortgages Payable - Schedule of
Mortgages Payable - Schedule of principal maturities of the company's mortgage debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Mortgages Payable | ||
2020 | $ 96,089 | |
2021 | 1,328 | |
2022 | 1,389 | |
2023 | 1,454 | |
2024 | 66,696 | |
Thereafter | 0 | |
Total | 166,956 | $ 119,980 |
Less: Deferred financing costs | (2,251) | (1,579) |
Total principal maturities, net | $ 164,705 | $ 118,401 |
Mortgages Payable - Additional
Mortgages Payable - Additional information (Details) $ in Thousands | Nov. 12, 2019USD ($)item | Dec. 03, 2018USD ($) | Dec. 03, 2018USD ($) | Sep. 20, 2019USD ($) | Mar. 29, 2019USD ($)item | Nov. 19, 2014USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) |
Debt Instrument | ||||||||
Debt instrument interest london interbank offered rate | 1.76% | 2.52% | ||||||
Original Loan Amount | $ 57,400 | |||||||
Debt instrument, collateral amount | $ 35,600 | $ 35,600 | ||||||
Outstanding principal balance | 166,956 | $ 119,980 | ||||||
Debt instrument, description of variable rate basis | LIBOR+4.25% | |||||||
Debt instrument, interest rate | 4.40% | 4.40% | ||||||
Repayment of existing non-recourse mortgage loan | 15,285 | $ 21,967 | ||||||
Debt instrument, term | 2 years | |||||||
Exterior Street Loan | ||||||||
Debt Instrument | ||||||||
Original Loan Amount | $ 35,000 | |||||||
Outstanding principal balance | $ 25,000 | |||||||
Debt instrument, interest rate | 4.50% | |||||||
Number of extension options | item | 2 | 2 | ||||||
Extension term | 6 months | 6 months | ||||||
Debt instrument, maturity date | Apr. 9, 2020 | Apr. 9, 2020 | ||||||
Santa Monica | ||||||||
Debt Instrument | ||||||||
Original Loan Amount | $ 25,000 | |||||||
Outstanding principal balance | $ 25,000 | |||||||
Debt instrument, description of variable rate basis | LIBOR | |||||||
Basis spread on variable rate basis, percentage | 3.75% | |||||||
Number of extension options | item | 2 | 2 | ||||||
Extension term | 6 months | 6 months | ||||||
Number of nonrecourse loans | item | 2 | |||||||
Debt instrument, maturity date | Aug. 12, 2020 | |||||||
Bowery Mortgage | ||||||||
Debt Instrument | ||||||||
Outstanding principal balance | $ 34,800 | |||||||
Debt instrument, maturity date | Dec. 3, 2020 | |||||||
Bowery Land and Air Rights | ||||||||
Debt Instrument | ||||||||
Line of credit facility, maximum amount outstanding during period | $ 800 | |||||||
Line of credit facility, remaining borrowing capacity | 34,800 | |||||||
Proceeds from issuance of long-term debt | $ 34,800 | |||||||
Gantry Park Mortgage Loan | ||||||||
Debt Instrument | ||||||||
Original Loan Amount | $ 74,500 | |||||||
Debt instrument, interest rate | 4.48% | |||||||
Interest only payment period | 3 years | |||||||
Amortization period | 30 years | |||||||
Debt instrument, term | 10 years | |||||||
Debt instrument, maturity date | Nov. 19, 2024 | |||||||
Loan agreements [Member] | DePaul Plaza | ||||||||
Debt Instrument | ||||||||
Repayment of existing non-recourse mortgage loan | $ 13,800 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Future minimum rent payments, Fiscal Year Maturity | ||
2020 | $ 1,862 | $ 4,309 |
2021 | 1,428 | 3,264 |
2022 | 1,184 | 2,733 |
2023 | 1,114 | 2,223 |
2024 | 457 | 2,126 |
Thereafter | 230 | 7,429 |
Total | $ 6,275 | $ 22,084 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases | ||
Lease income | $ 1 | $ 2.5 |
Dispositions - Summary of opera
Dispositions - Summary of operating results of the Gulf Coast Industrial Portfolio included in discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dispositions | |||
Revenues | $ 409 | $ 4,979 | |
Operating expenses | 317 | 3,900 | |
Operating income | 92 | 1,079 | |
Interest expense and other, net | (226) | (3,885) | |
Gain on disposition of real estate | 0 | 7,137 | |
Gain on debt extinguishment | $ 13,600 | 13,615 | 0 |
Net income from discontinued operations | $ 13,481 | $ 4,331 |
Dispositions - Summary of major
Dispositions - Summary of major components of assets and liabilities held for disposition (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Dispositions | ||
Net investment property | $ 32,778 | |
Restricted escrows | $ 0 | 3,274 |
Other assets | 1,174 | |
Total assets held for disposition | 37,000 | 37,226 |
Mortgages payable | 30,642 | |
Accounts payable and accrued expenses | 19,069 | |
Other liabilities | 993 | |
Total liabilities held for disposition | $ 49,600 | $ 50,704 |
Dispositions - Additional infor
Dispositions - Additional information (Details) - USD ($) $ in Thousands | Jun. 05, 2018 | Jun. 05, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Disposition of limited service hotels | |||||||
Disposal group, including discontinued operation, assets | $ 37,000 | $ 37,226 | |||||
Disposal group, including discontinued operation, liabilities | 49,600 | 50,704 | |||||
Gain on disposition of real estate | 0 | 7,137 | |||||
Gain on debt extinguishment | $ 13,600 | 13,615 | $ 0 | ||||
Gulf Coast Industrial Portfolio | |||||||
Disposition of limited service hotels | |||||||
Proceeds from sale of foreclosed assets | $ 20,700 | ||||||
Proceeds from (Repayments of) secured debt | $ 20,700 | ||||||
Gulf Coast Industrial Portfolio Mortgage | |||||||
Disposition of limited service hotels | |||||||
Proceeds from sale of foreclosed assets | $ 20,700 | ||||||
Proceeds from repayment of principal amount of secured debt | $ 19,600 | ||||||
Proceeds from repayment of interest amount of secured debt | $ 1,100 | ||||||
San Antonio | |||||||
Disposition of limited service hotels | |||||||
Disposal group, including discontinued operation, assets | 13,600 | ||||||
Disposal group, including discontinued operation, liabilities | $ 20,700 | ||||||
Gain on disposition of real estate | $ 7,100 |
Distributions Payable (Details)
Distributions Payable (Details) - $ / shares | Nov. 11, 2019 | Nov. 14, 2018 | Dec. 31, 2019 | Dec. 06, 2018 | Jun. 30, 2010 |
Distributions Payable | |||||
Share Price | $ 10 | $ 10 | $ 10 | $ 10 | |
Acquisition fees and expenses percentage of purchase price | 2.75% | 2.75% | |||
Dividends declared amount per share | 0.175 | 0.175 | |||
Dividends declared amount per share, annual distribution | $ 0.70 | $ 0.70 | $ 0.70 | ||
Annualized Distribution Rate | 7.00% | 7.00% | 7.00% | 8.00% | |
Minimum percentage of taxable income required to be distributed | 90.00% | 90.00% |
Company's Stockholder's Equity
Company's Stockholder's Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 19, 2019 | May 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 25, 2020 | Nov. 11, 2019 | Nov. 14, 2018 | Jun. 30, 2010 |
Annual distribution rate | 7.00% | 7.00% | 7.00% | 8.00% | ||||
Share price | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Stock Redeemed or Called During Period, Shares | 1,100,000 | 1,100,000 | ||||||
Share Based Compensation Arrangement Share Based Payment Award Number Of Shares Granted Per Plan Participant | 3,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 75,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 15,000 | |||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 9.80 | |||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | 11.80 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 10.81 | |||||||
Option term | 10 years | |||||||
Exercise price for stock options | $ 10 | |||||||
Dividends Declared Amount Per Share | 0.175 | 0.175 | ||||||
Dividends Declared Amount Per Share, Annual Distribution | $ 0.70 | $ 0.70 | $ 0.70 | |||||
Annualized Distribution Rate | 7.00% | 7.00% | 7.00% | 8.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 3,000 | 3,000 | ||||||
Treasury stock acquired, average cost per share | $ 10.65 | $ 9.98 | ||||||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 10,000,000 | |||||||
Treasury Stock Acquired, Repurchase Authorization | On May 10, 2018, the Board of Directors amended the share repurchase program to (i) change to the price for all purchases under our share repurchase program from $10.00 per share to 92% of the estimated net asset value per share of the Company's common stock (previously the purchase price was $10.00 per share) and (ii) increase the number of shares repurchased during any calendar year from two (2.0%) of the weighted average number of shares outstanding during the prior calendar year to five (5.0%) of the weighted average number of shares outstanding during the previous twelve months. | |||||||
Subsequent Event | ||||||||
Annual distribution rate | 7.00% | |||||||
Share price | $ 10 | |||||||
Dividends Declared Amount Per Share | 0.175 | |||||||
Dividends Declared Amount Per Share, Annual Distribution | $ 0.70 | |||||||
Annualized Distribution Rate | 7.00% | |||||||
Tender offer | ||||||||
Authorized number of shares offered | 500,000 | |||||||
Purchase price per share | $ 7 | |||||||
Aggregate proceeds on share offered | $ 3.5 | |||||||
Number of shares repurchased | 63,532 | |||||||
Repurchase price per share | $ 7 | |||||||
Aggregate payments on repurchase of shares | $ 0.4 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 19, 2018 | Aug. 25, 2009 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 15, 2019 | Jan. 15, 2018 | |
Payments of Ordinary Dividends, Noncontrolling Interest | $ 21,662 | $ 3,441 | ||||
Distributions to non controlling interests | $ 18,400 | |||||
Total Noncontrolling Interests | ||||||
Cumulative Dividends | $ 600 | $ 600 | ||||
Pro Dfjvholdings Limited Liability Company [Member] | ||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 99.99% | |||||
Threshold To Receive Distributions | $ 1,500 | |||||
Payments to Acquire Additional Interest in Subsidiaries | $ 2,900 | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 0.01% | 10.03% | 10.03% | |||
Profit ship Ownership Interest | 9.14% | |||||
Pro Dfjvholdings Limited Liability Company [Member] | Advisor [Member] | ||||||
Profit ship Ownership Interest | 19.17% | |||||
Second Street Joint Venture [Member] | ||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 59.20% | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 40.80% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions | ||
Acquisition fees (capitalized and are reflected in the carrying value of the investment) | $ 1,823 | $ 1,618 |
Asset management fees (general and administrative costs) | 1,237 | 1,680 |
Property management fees (property operating expenses) | 264 | 548 |
Development fees and leasing commissions | 167 | 309 |
Total | $ 3,491 | $ 4,155 |
Related Party Transactions - Op
Related Party Transactions - Opearating and Liquidating stage distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2010 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 25, 2020 | Nov. 11, 2019 | Dec. 06, 2018 | Nov. 14, 2018 | Aug. 30, 2010 | |
Related Party Transactions | |||||||||
Dividends, Cash | $ 16,073 | $ 16,944 | |||||||
Acquisition Fees And Expenses, Percentage Of Purchase Price, Maximum | 5.00% | ||||||||
Property Management Fees, Residential Hospitality Retail Properties, Maximum Percentage Gross Revenues | 5.00% | ||||||||
Acquisition Fees And Expenses Percentage Of Purchase Price | 2.75% | 2.75% | |||||||
Property Management Fees, Office Industrial Properties, Maximum Percentage Gross Revenues | 4.50% | ||||||||
Asset Management Fees, Percentage Of Average Invested Assets | 0.55% | ||||||||
Minimum Percentage Of Other Operating Expenses For Reimbursement | 2.00% | ||||||||
Minimum Percentage Of Net Income For Reimbursement | 25.00% | ||||||||
Asset Management Fees Payout Terms | payable quarterly in an amount equal to 0.1375 of 1% of average invested assets as of the last day of the immediately preceding quarter. | ||||||||
Payments of Ordinary Dividends, Noncontrolling Interest | $ 21,662 | 3,441 | |||||||
Share Price | $ 10 | $ 10 | $ 10 | $ 10 | |||||
Subsequent Event | |||||||||
Related Party Transactions | |||||||||
Share Price | $ 10 | ||||||||
SLP Units | Subsequent Event | |||||||||
Related Party Transactions | |||||||||
Distribution Due Cumulative Rate Of Return | 7.00% | ||||||||
Operating Stage Distribution, 7% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 7.00% | ||||||||
Share Price | $ 10 | ||||||||
Distribution Due Cumulative Rate Of Return | 7.00% | ||||||||
Operating Stage Distribution, 12% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 12.00% | ||||||||
Distribution Due Cumulative Rate Of Return | 7.00% | ||||||||
Operating Stage Distribution, In Excess of 12% Stockholder Returns Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 12.00% | ||||||||
Liquidating Stage Distribution, 7% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 7.00% | ||||||||
Distribution Due Cumulative Rate Of Return | 7.00% | ||||||||
Liquidating Stage Distribution, 12% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 12.00% | ||||||||
Distribution Due Cumulative Rate Of Return | 7.00% | ||||||||
Liquidating Stage Distribution, In Excess of 12% Stockholder Returns Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 12.00% | ||||||||
Lightstone SLP, LLC | |||||||||
Related Party Transactions | |||||||||
Cumulative Dividends | $ 4,900 | ||||||||
Distribution Due Cumulative Rate Of Return | 0.00% | ||||||||
Distributions Annualized Rate Of Return | 8.00% | ||||||||
Lightstone SLP, LLC | Operating Stage Distribution, 12% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 30.00% | ||||||||
Lightstone SLP, LLC | Operating Stage Distribution, In Excess of 12% Stockholder Returns Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 40.00% | ||||||||
Lightstone SLP, LLC | Liquidating Stage Distribution, 12% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 30.00% | ||||||||
Lightstone SLP, LLC | Liquidating Stage Distribution, In Excess of 12% Stockholder Returns Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 40.00% | ||||||||
SLP Units | |||||||||
Related Party Transactions | |||||||||
Dividends, Cash | $ 2,100 | ||||||||
Cumulative Dividends | 25,500 | ||||||||
Payments of Ordinary Dividends, Noncontrolling Interest | $ 25,000 | $ 2,100 | |||||||
SLP Units | Lightstone SLP, LLC | |||||||||
Related Party Transactions | |||||||||
Stockholder Return Threshold, Percent | 7.00% | ||||||||
Distribution Due Cumulative Rate Of Return | 7.00% | ||||||||
Distributions Annualized Rate Of Return | 8.00% | ||||||||
Stockholder [Member] | Operating Stage Distribution, 12% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 70.00% | ||||||||
Stockholder [Member] | Operating Stage Distribution, In Excess of 12% Stockholder Returns Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 60.00% | ||||||||
Stockholder [Member] | Liquidating Stage Distribution, 12% Stockholder Return Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 70.00% | ||||||||
Stockholder [Member] | Liquidating Stage Distribution, In Excess of 12% Stockholder Returns Threshold [Member] | |||||||||
Related Party Transactions | |||||||||
Additional Distributions Percent Payable To Related Party | 60.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2019 | Dec. 08, 2009 |
Commitments and Contingencies | ||
Equity Method Investment, Ownership Percentage | 98.00% | |
POAC Properties, GPH and LVH [Member] | ||
Commitments and Contingencies | ||
Equity Method Investment, Ownership Percentage | 40.00% | |
Mill Run Properties [Member] | ||
Commitments and Contingencies | ||
Equity Method Investment, Ownership Percentage | 36.80% |