Lightstone REIT V Swings to Profit on Property Sales, Extends Liquidity Horizon

TL;DR

**Lightstone REIT V pulled a rabbit out of its hat with a massive property sale, but don't expect your money back anytime soon with that 2033 liquidity target.**

AI Summary

Lightstone Value Plus REIT V, Inc. reported a significant turnaround in its financial performance for the nine months ended September 30, 2025, achieving a net income of $8.415 million, a substantial improvement from a net loss of $8.814 million in the prior-year period. This positive shift was primarily driven by an $18.112 million gain on the sale of investment property in 2025, compared to no such gain in 2024. Despite this, rental revenues remained relatively stable, decreasing slightly to $12.500 million for the three months ended September 30, 2025, from $12.513 million in the same period of 2024, but increasing to $38.724 million for the nine-month period from $37.422 million. The company's net investment property decreased to $380.262 million as of September 30, 2025, from $430.335 million at December 31, 2024, reflecting property dispositions. Cash and cash equivalents significantly increased to $49.938 million from $21.406 million over the same period. Total liabilities decreased to $309.116 million from $332.368 million, largely due to a reduction in notes payable from $323.168 million to $299.185 million. The Board of Directors extended the targeted timeline for a liquidity event until June 30, 2033, indicating a longer-term holding strategy for its assets.

Why It Matters

This filing reveals Lightstone Value Plus REIT V's strategic pivot, leveraging property sales to generate significant net income, which is crucial for investor confidence. The substantial gain on investment property sale demonstrates effective asset management, but the extended liquidity event timeline to June 30, 2033, signals a longer holding period for investors, potentially impacting their exit strategies. In a competitive real estate market, the ability to generate cash from dispositions while maintaining stable rental revenue, even with a slight dip in Q3, suggests resilience. This extended timeline could also affect the company's ability to attract new capital or maintain existing investor interest compared to REITs with clearer, shorter-term liquidity paths.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant reliance on property sales for profitability, as evidenced by the $18.112 million gain on sale of investment property driving the net income turnaround. Furthermore, the Board of Directors extended the targeted timeline for a liquidity event until June 30, 2033, which introduces long-term illiquidity risk for stockholders and uncertainty regarding their exit strategy.

Analyst Insight

Investors should re-evaluate their long-term commitment to Lightstone Value Plus REIT V given the extended liquidity timeline to June 30, 2033. Consider the implications of a prolonged holding period and the company's strategy of relying on asset dispositions for significant income generation. Monitor future property sales and their impact on net income, as well as the stability of rental revenues.

Financial Highlights

debt To Equity

2.30

revenue

$38.724M

operating Margin

N/A

total Assets

$443.819M

total Debt

$309.116M

net Income

$8.415M

eps

$0.45

gross Margin

N/A

cash Position

$49.938M

revenue Growth

+3.5%

Revenue Breakdown

Key Numbers

• $8.415M — Net Income (Swung from a $8.814M net loss in 9M 2024 to a net income in 9M 2025, primarily due to property sales.)
• $18.112M — Gain on Sale of Investment Property (Key driver of net income for the nine months ended September 30, 2025, compared to $0 in the prior year.)
• $380.262M — Net Investment Property (Decreased from $430.335M at December 31, 2024, indicating asset dispositions.)
• $49.938M — Cash and Cash Equivalents (Increased significantly from $21.406M at December 31, 2024, reflecting proceeds from property sales.)
• $299.185M — Notes Payable, Net (Reduced from $323.168M at December 31, 2024, contributing to lower liabilities.)
• 18.5 million — Common Shares Outstanding (As of September 30, 2025, reflecting redemptions and cancellations.)
• $0.45 — Basic and Diluted Earnings Per Share (For the nine months ended September 30, 2025, a positive change from a $0.46 loss per share in 2024.)
• 2,480 — Apartment Units (Total units across eight wholly-owned multifamily residential properties as of September 30, 2025.)
• June 30, 2033 — Liquidity Event Timeline (Extended by the Board of Directors, indicating a longer-term investment horizon.)
• $1,480 — Distributions Declared (3 months) (For the three months ended September 30, 2025, a decrease from $8,021 in the prior year.)

Key Players & Entities

• Lightstone Value Plus REIT V, Inc. (company) — Registrant
• Lightstone REIT V OP LP (company) — Operating Partnership
• LSG Development Advisor LLC (company) — External Advisor
• Lightstone Group LLC (company) — Affiliate of Advisor
• David Lichtenstein (person) — Majority owner of Lightstone Group LLC and Board of Directors member
• U.S. Securities and Exchange Commission (regulator) — Regulatory body
• $18.112 million (dollar_amount) — Gain on sale of investment property for nine months ended September 30, 2025
• $8.415 million (dollar_amount) — Net income for nine months ended September 30, 2025
• $8.814 million (dollar_amount) — Net loss for nine months ended September 30, 2024
• June 30, 2033 (date) — Extended targeted timeline for liquidity event

FAQ

Risk Factors

• Economic and Geopolitical Instability [high — market]: The company's performance is significantly impacted by global and national economic conditions, including inflation, interest rates, and geopolitical events. Worsening economic conditions, increased costs due to inflation, tariffs, higher interest rates, and labor/supply chain challenges could adversely affect future results.
• Financial Market Volatility [medium — market]: The company's financial condition may be adversely affected by financial market volatility, banking failures, and the availability or terms of financings. These factors can impact the company's ability to operate and its overall financial health.
• REIT Qualification Risk [high — regulatory]: Failure to maintain REIT qualification could result in corporate income tax, materially adversely affecting net income and cash available for distribution. The company must distribute at least 90% of its REIT taxable income annually.
• Cybercrime and Technological Advances [medium — operational]: The company's business and financial performance may be affected by cybercrime and technological challenges, including the use and impact of artificial intelligence and machine learning.
• Property Dispositions and Asset Management [medium — operational]: The company has reduced its net investment property from $430.335M to $380.262M through dispositions. Effective management of these dispositions and remaining assets is crucial for future performance.

Industry Context

The multifamily residential sector, where Lightstone REIT V operates, has shown resilience. However, the broader real estate market is influenced by macroeconomic factors like interest rates and inflation. The 'value-add' strategy implies a focus on properties requiring repositioning or development, which can offer higher returns but also carries greater risk.

Regulatory Implications

As a REIT, the company must adhere to strict distribution requirements (at least 90% of REIT taxable income) and asset/income tests to maintain its tax-advantaged status. Failure to comply can lead to significant corporate tax liabilities.

What Investors Should Do

1. Monitor property disposition strategy
2. Assess long-term liquidity event timeline
3. Evaluate impact of interest rate environment
4. Analyze operational performance beyond property sales

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 — Reported net income of $8.415M, a significant turnaround from a net loss of $8.814M in the prior year, driven by an $18.112M gain on sale of investment property.
• 2025-08-07: Board of Directors extended liquidity event timeline — Extended the targeted timeline for a liquidity event to June 30, 2033, indicating a longer-term holding strategy for assets.
• 2025-03-27: Filed 2024 Form 10-K — Provided audited financial statements for the year ended December 31, 2024, serving as a basis for comparison for interim filings.
• 2024-12-31: Year-end 2024 — Net investment property was $430.335M and cash and cash equivalents were $21.406M.

Glossary

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-producing real estate. REITs provide a way for individual investors to earn dividends from real estate investments. (Lightstone Value Plus REIT V, Inc. has elected to be taxed as a REIT, which impacts its tax obligations and distribution requirements.)

Net Investment Property

The value of real estate assets owned by the company, net of accumulated depreciation. This represents the book value of the company's core real estate holdings. (The decrease from $430.335M to $380.262M indicates property dispositions, a key factor in the company's recent financial performance.)

Gain on Sale of Investment Property

The profit realized from selling a real estate asset. This is recognized when the sale price exceeds the asset's book value. (A gain of $18.112M in the nine months ended September 30, 2025, was the primary driver of the company's net income for the period.)

Liquidity Event

An event that allows investors to convert their investment into cash, such as a sale of the company, an IPO, or a merger. (The Board of Directors has extended the timeline for a potential liquidity event to June 30, 2033, signaling a long-term investment horizon.)

Accumulated Depreciation

The total amount of depreciation expense that has been recorded for an asset since it was put into use. It reduces the book value of an asset over time. (This is a component of Net Investment Property, reflecting the wear and tear or obsolescence of the company's buildings and improvements.)

Year-Over-Year Comparison

Compared to the nine months ended September 30, 2024, Lightstone Value Plus REIT V, Inc. has shown a dramatic improvement in net income, swinging from a loss of $8.814M to a gain of $8.415M, primarily due to an $18.112M gain on the sale of investment property. Rental revenues saw a modest increase to $38.724M from $37.422M. Total assets decreased from $466.022M to $443.819M, with net investment property declining from $430.335M to $380.262M, reflecting asset sales. Total liabilities also decreased from $332.368M to $309.116M, largely due to a reduction in notes payable. Cash and cash equivalents significantly increased from $21.406M to $49.938M.

Filing Documents

• ltsv510q110525.htm (10-Q) — 712KB
• ltsv5ex31-1.htm (EX-31.1) — 10KB
• ltsv5ex31-2.htm (EX-31.2) — 10KB
• ltsv5ex32-1.htm (EX-32.1) — 4KB
• ltsv5ex32-2.htm (EX-32.2) — 4KB
• 0001185185-25-001721.txt ( ) — 3840KB
• lvvp-20250930.xsd (EX-101.SCH) — 40KB
• lvvp-20250930_cal.xml (EX-101.CAL) — 32KB
• lvvp-20250930_def.xml (EX-101.DEF) — 147KB
• lvvp-20250930_lab.xml (EX-101.LAB) — 306KB
• lvvp-20250930_pre.xml (EX-101.PRE) — 167KB
• ltsv510q110525_htm.xml (XML) — 373KB

Financial Statements (Unaudited)

Financial Statements (Unaudited) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 3 Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024 4 Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 6

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 7 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 4.

Controls and Procedures

Controls and Procedures 31 PART II OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 32 Item 3. Defaults Upon Senior Securities 32 Item 4. Mine Safety Disclosures 32 Item 5. Other Information 32 Item 6. Exhibits 32 Table of Contents PART I FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. Lightstone Value Plus REIT V, Inc. Consolidated Balance Sheets (Dollars in thousands, except per share amounts) September 30, 2025 December 31, 2024 (unaudited) Assets Investment property: Land and improvements $ 88,255 $ 95,445 Building and improvements 361,122 399,472 Furniture, fixtures and equipment 13,085 13,127 Gross investment property 462,462 508,044 Less accumulated depreciation ( 82,200 ) ( 77,709 ) Net investment property 380,262 430,335 Cash and cash equivalents 49,938 21,406 Marketable securities, available for sale 3,907 3,827 Restricted cash 6,995 6,391 Prepaid expenses and other assets 2,717 4,063 Total Assets $ 443,819 $ 466,022 Liabilities and Stockholders' Equity Notes payable, net $ 299,185 $ 323,168 Accounts payable and accrued and other liabilities 8,451 9,200 Distribution payable 1,480 - Total liabilities 309,116 332,368 Commitments and Contingencies Stockholders' Equity: Company's stockholders' equity: Preferred stock, $ .0001 par value per share; 50.0 million shares authorized, none issued and outstanding - - Convertible stock, $ .0001 par value per share; 1,000 shares authorized, issued and outstanding - - Common stock, $ .0001 par value per share; 350.0 million shares authorized, 18.5 million and 18.9 million shares issued and outstanding, respectively 2 2 Additional paid-in-capital 149,846 155,846 Accumulated other comprehensive income/(loss) 83 ( 31 ) Accumulated deficit ( 15,228 ) ( 22,163 ) Total Stockholders' Equity 134,703 133,654 Total Liabilities and Stockholders' Equity $ 443,819 $ 466,022 See Notes to Consolidated Financial Statements. 3 Table of Contents Lightstone Value Plus REIT V, Inc. Consolidated Statements of Operations and Comprehensive Income (Dollars and shares in thousands, except per share amounts) (unaudited) For the Three Months Ended September 30, For th

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) (Dollar amounts in thousands, except per share data and where indicated in millions) 1. Business and Organization

Business

Business Lightstone Value Plus REIT V, Inc. ("Lightstone REIT V," which may also be referred to as the "Company," "we," "us," or "our"), was organized as a Maryland corporation on January 9, 2007 and has elected to be taxed, and currently qualifies, as a real estate investment trust ("REIT") for United States ("U.S"). federal income tax purposes. The Company was formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add basis. In particular, the Company has focused generally on acquiring commercial properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment, or repositioning, those located in markets and submarkets with high growth potential, and those available from sellers who are distressed or face time-sensitive deadlines. Since its inception, the Company has acquired a wide variety of commercial properties, including office, industrial, retail, hospitality, multifamily residential and student housing. The Company has purchased existing, income-producing properties, and newly-constructed properties. The Company has also invested in other real estate-related investments such as mortgage and mezzanine loans. The Company has made its investments in or in respect of real estate assets located in the U.S. and other countries based on its view of existing market conditions. Substantially all of the Company's business is conducted through Lightstone REIT V OP LP, a limited partnership organized in Delaware (the "Operating Partnership"). As of September 30, 2025, the Company's wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, owned a 0.1 % partnership interest in the Operating Partnership as its sole general partner. As of September 30, 2025, the Company's wholly-owned subsidiary, BHO Business Trust II, a Maryland business trust, was the sole limited partner of the Operating Partnership and owned the remaining 99.9 % interest i

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) (Dollar amounts in thousands, except per share data and where indicated in millions) The Company's Common Shares are not currently listed on a national securities exchange. The timing of a liquidity event for the Company's stockholders will depend upon then prevailing market conditions and the Board of Directors' assessment of the Company's investment objectives and liquidity options for the Company's stockholders. On August 7, 2025, the Board of Directors extended the targeted timeline for the Company to commence a liquidity event until June 30, 2033 based on their assessment of the Company's investment objectives and liquidity options for the Company's stockholders. The Company can provide no assurances as to the actual timing of the commencement of an actual liquidity event for its stockholders or the ultimate liquidation of the Company. Furthermore, the Company will seek stockholder approval prior to liquidating its entire portfolio. Current Environment The Company's operating results and financial condition are substantially impacted by the overall health of local, U.S. national and global economies and may be influenced by market and other challenges. Additionally, its business and financial performance may be adversely affected by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial markets volatility and banking failures, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws, ordinances and regulations, outbreaks of contagious diseases, cybercrime, technological advances and challenges, such as the use and impact of artificial intelligence and machine learning, loss of key relationships, inflation, tariffs and recession. The Company's overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavi

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) (Dollar amounts in thousands, except per share data and where indicated in millions) Earnings per Share The Convertible Shares are not included in basic or diluted earnings per share. The Company had no other potentially dilutive securities outstanding during the periods presented. Accordingly, net income per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the applicable period. Tax Status and Income Taxes The Company elected to be taxed as a REIT commencing with the taxable year ended December 31, 2008. If the Company remains qualified as a REIT, it generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders. To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at regular corporate rates, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect its net income and net cash available for distribution to its stockholders, if any. Additionally, even if the Company continues to qualify as a REIT for U.S. federal income tax purposes, it may still be subject to some U.S. federal, state and local taxes on its taxable income and property and to U.S. federal income taxes an

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) (Dollar amounts in thousands, except per share data and where indicated in millions) New Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued an accounting standards update, Income Taxes - Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. T he Company adopted this standard effective January 1, 2025, noting that it has not had a material impact on its consolidated financial statements. The Company has reviewed and determined that other recently issued accounting pronouncements either will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. 3. Real Estate Properties The following table presents certain information about the Company's wholly owned and consolidated multifamily real estate properties as of September 30, 2025: Property Name Location Date Acquired Number of Units Arbors Harbor Town Memphis, Tennessee December 20, 2011 345 The Aster (formerly Parkside) Apartments Sugar Land, Texas August 8, 2013 240 Axis at Westmont Westmont, Illinois November 27, 2018 400 Valley Ranch Apartments Ann Arbor, Michigan February 14, 2019 384 BayVue Apartments Tampa, Florida July 7, 2021 368 Citadel Apartments Houston, Texas October 6, 2021 293 Camellia Apartments St. Augustine, Florida December 19, 2023 210 Discovery at Space Coast Apartments Rockledge, Florida December 19, 2024 240 2,480 Disposition of the Autumn Breeze Apartments On February 27, 2025, the Company completed the disposition of a 280-unit multifamily residential property located in Noblesville, Indiana (the "Autumn Breeze Apartments") to an unrelated third party for a contractual sales price of $ 59.5 million. In connection with t

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) (Dollar amounts in thousands, except per share data and where indicated in millions) 4. Marketable Securities, Derivative Financial Instruments and Fair Value Measurements Marketable Securities The following is a summar

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