The following discussion and analysis should be read in conjunction with the
accompanying consolidated financial statements of Lightstone Value Plus REIT I,
Inc. and Subsidiaries and the notes thereto. As used herein, the terms "we,"
"our" and "us" refer to Lightstone Value Plus REIT I, Inc., which was formerly
known as Lightstone Value Plus Real Estate Investment Trust, Inc. before
September 16, 2021, a Maryland corporation, and, as required by context,
Lightstone Value Plus REIT, L.P. and its wholly owned subsidiaries, which we
collectively refer to as "the Operating Partnership." Dollar amounts are
presented in thousands, except per share data and where indicated in millions.



Forward-Looking Statements



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

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





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




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



                                       19





Overview



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



As of March 31, 2022, we have ownership interests in (i) two consolidated
operating properties, (ii) two consolidated development properties and (iii)
seven unconsolidated operating properties. With respect to our consolidated
operating properties, we wholly own the St. Augustine Outlet Center, a retail
property containing 0.3 million square feet of gross leasable area, and have a
majority ownership interest of 59.2% in Gantry Park Landing, a multi-family
residential property containing 199 apartment units. With respect to our
consolidated development properties, we wholly own two projects consisting of
the Lower East Side Moxy Hotel and the Exterior Street Project. We also hold a
2.5% ownership interest in seven hotel properties through a joint venture (the
"Joint Venture") which we account for using a measurement alternative under
which the Joint Venture is measured at cost, adjusted for observable price
changes and impairments, if any. The Joint Venture is between us and the
operating partnership of Lightstone Value Plus REIT II, Inc., a REIT also
sponsored by our Sponsor, which has a 97.5% ownership interest in the Joint
Venture. Furthermore, we have other real estate-related investments, including
preferred contributions that were made pursuant to agreements with various
related party entities (the "Preferred Investments") and nonrecourse promissory
notes made to unaffiliated third-parties. Our real estate investments have been
and are expected to continue to be held by the Company alone or jointly with
other parties.




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



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

Acquisitions and Investment Strategy





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



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



Current Environment



Our operating results are substantially impacted by the overall health of local,
U.S. national and global economies and may be influenced by market and other
challenges. Additionally, our business and financial performance may be
adversely affected by current and future economic and other conditions;
including, but not limited to, availability or terms of financings, financial
markets volatility, political upheaval or uncertainty, natural and man-made
disasters, terrorism and acts of war, unfavorable changes in laws and
regulations, outbreaks of contagious diseases, cybercrime, loss of key
relationships, and recession.



COVID-19 Pandemic




The World Health Organization declared COVID-19 a global pandemic on March 11,
2020 and since that time many of the previously imposed restrictions and other
measures which were instituted in response have been subsequently reduced or
lifted. However, the COVID-19 pandemic remains highly unpredictable and dynamic
and its duration and extent continue to be dependent on various developments,
such as the emergence of variants to the virus that may cause additional strains
of COVID-19, the administration and ultimate effectiveness of vaccines, and the
eventual timeline to achieve a sufficient level of herd immunity among the
general population. Accordingly, the COVID-19 pandemic may continue to have
negative effects on the health of the U.S. economy for the foreseeable future.



                                       20





During the COVID-19 pandemic, the occupancy of our St. Augustine Outlet Center.
Located in St. Augustine, Florida, significantly declined and because of limited
leasing success, we began exploring various strategic alternatives for the St.
Augustine Outlet Center and as a result determined during the third quarter of
2021 that we would no longer pursue leasing of space to tenants and therefore,
entered into lease termination agreements with certain tenants and also provided
notice to our other tenants that we would not renew their leases at scheduled
expiration. As a result of this change in leasing strategy and resulting
decrease in the fair value of the St. Augustine Outlet Center, we recorded a
non-cash impairment charge of $11.3 million during the third quarter of 2021.
Because of the aforementioned lease terminations and scheduled expirations,
substantially all of the tenants vacated during the first quarter of 2022.



Additionally, as a result of the COVID-19 pandemic, during 2020 we saw
deterioration in both the occupancy and rental rates for Gantry Park Landing,
which is located on Long Island, New York, as the luxury rental market in the
greater New York City metropolitan area was negatively impacted. However, both
occupancy and rental rates improved considerably throughout 2021 and have
returned to pre-COVID-19 levels.



To-date, the COVID-19 pandemic has not had any significant impact on our
development projects. Furthermore, our other real estate-related investments
(both our preferred investments in related parties and nonrecourse loans made to
unaffiliated third-party borrowers) also relate to various development projects
which are at different stages in their respective development process. These
investments, which are subject to similar restrictions and other measures, have
also not yet been significantly impacted by the COVID-19 pandemic.



The overall extent to which our business may be affected by the ongoing COVID-19
pandemic will largely depend on both current and future developments, all of
which are highly uncertain and cannot be reasonably predicted.



If our operating properties, development projects and real estate-related
investments are negatively impacted for an extended period because (i) occupancy
levels and rental rates further decline, (ii) tenants are unable to pay their
rent, (iii) borrowers are unable to pay scheduled debt service on notes
receivable, (iv) development activities are delayed and/or (v) various related
party entities are unable to pay monthly preferred distributions on our
preferred investments in related parties, our business and financial results
could be materially and adversely impacted.



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

Wholly Owned and Consolidated Real Estate Properties:

St. Augustine Outlet Center
We wholly own the St. Augustine Outlet Center, a retail property containing 0.3
million square feet of gross leasable area located in St. Augustine, Florida.
The St. Augustine Outlet Center was built in 1998 and subsequently acquired by
us in 2006 and renovated and expanded in 2008. During the COVID-19 pandemic, the
property's occupancy significantly declined and because of limited leasing
success, we began exploring various strategic alternatives for our St. Augustine
Outlet Center and as a result determined during the third quarter of 2021 that
we would no longer pursue leasing of space to tenants and therefore, entered
into lease termination agreements with certain tenants and also provided notice
to our other tenants that we would not renew their leases at scheduled
expiration. Because of the aforementioned lease terminations and scheduled
expirations, substantially all of the tenants vacated during the first quarter
of 2022.



                                       21





Gantry Park Landing

We have a 59.2% membership interest in a joint venture which developed, constructed and owns Gantry Park Landing, a multi-family apartment building located in Queens, New York. The following table contains certain information for Gantry Park Landing as of March 31, 2022.





                                                                                                  Annualized          Annualized
                                                                                                Revenues based       Revenues per
                                                                             Percentage          on rents at        unit at March
                                                                           Occupied as of         March 31,              31,
                         Location   Year Built       Leaseable Units       March 31, 2022            2022                2022

Gantry Park Landing
(Multi-Family            Queens,                                                                           9.6
Apartment Building)      New York          2013                   199                 100.0 %   $      million     $         48,011

Annualized revenue is defined as the minimum monthly payments due as of March 31, 2022 annualized.

Development Properties



Lower East Side Moxy Hotel

On December 3, 2018, we acquired three adjacent parcels of land located at 147-151 Bowery, New York, New York on which we are developing a 296-room Marriott Moxy hotel (the "Lower East Side Moxy Hotel"), which is currently under construction and expected to open during the fourth quarter of 2022.

Exterior Street Project

On February 27, 2019, we, initially acquired two adjacent parcels of land located at 355 and 399 Exterior Street, New York, New York and subsequently acquired an additional adjacent parcel in September 2021 on which we are currently developing a multi-family residential property (the "Exterior Street Project").

The following is a summary of the total amounts incurred and capitalized to our development projects as of March 31, 2022 (dollars in thousands):

Development Project
Lower East Side Moxy Hotel   $ 163,553
Exterior Street Project         88,674
Total                        $ 252,227




Results of Operations

For the Three Months Ended March 31, 2022 vs. March 31, 2021

Consolidated - Continuing Operations





Revenues



Our revenues are comprised of rental income and tenant recovery income. Total
revenues decreased by approximately $0.3 million to $2.5 million for the three
months ended March 31, 2022 compared to $2.8 million for the same period in
2021. This decrease was primarily attributable to our decision to no longer
pursue leasing of space to tenants at our St. Augustine Outlet Center and
substantially all of the tenants vacating during the first quarter of 2022.




Property operating expenses



Property operating expenses increased slightly by $0.1 million to $1.0 million
for the three months ended March 31, 2022 compared to $0.9 million for the

same
period in 2021.



Real estate taxes

Real estate taxes were $0.1 million for both the three months ended March 31, 2022 and 2021.





                                       22

General and administrative expenses

General and administrative expenses were $0.6 million for both the three months ended March 31, 2022 and 2021.

Depreciation and amortization


Depreciation and amortization decreased by $0.3 million to $0.8 million for the
three months ended March 31, 2022 compared to $1.1 million for the same period
in 2021. The decrease in depreciation and amortization reflects changes to the
estimated remaining useful life of certain tenant-related building improvements
resulting from the lease terminations for the St. Augustine Outlet Center.




Interest and dividend income



Interest and dividend income decreased by approximately $1.2 million to $2.3
million for the three months ended March 31, 2022 compared to $3.5 million for
the same period in 2021. The decrease primarily reflects lower interest income
earned on our notes receivable of $1.4 million partially offset by
higher interest and dividend income earned on our available cash and investments
in marketable securities of $0.2 million.



Interest expense



Interest expense, including amortization of deferred financing costs, decreased
by $0.4 million to $0.4 million for the three months ended March 31, 2022
compared to $0.8 million for the same period in 2021. During the three months
ended March 31, 2022 and 2021, $3.0 million and $1.7 million, respectively, of
interest was capitalized to our development projects.

Unrealized (loss)/gain on marketable equity securities





During the three months ended March 31, 2022, we recorded an unrealized loss on
marketable equity securities of $9.0 million and during the three months ended
March 31, 2021, we recorded an unrealized gain on marketable equity securities
of $9.0 million. These unrealized gains and losses represented the change in the
fair value of our marketable equity securities during those periods.

Mark to Market Adjustment on Derivative Financial Instruments

During the three months ended March 31, 2022, we recorded positive mark to market adjustments on derivative financial instruments of $0.9 million. These mark to market adjustments represented the change in the fair value of our interest rate cap contracts during those periods.

Gain/(loss) on sale and redemption of marketable securities





During the three months ended March 31, 2022, we recorded a gain on the sale of
marketable securities of $1.3 million and during the three months ended March
31, 2021, we recorded a loss on the sale of marketable securities of $22. These
gains and losses represented the difference between the sales price and carrying
value of our marketable securities sold during those periods.



Noncontrolling interests



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

Financial Condition, Liquidity and Capital Resources





Overview:




As of March 31, 2022, we had $30.5 million of cash on hand, $0.9 million of
restricted cash and $50.1 million of marketable securities. We also have the
ability to make draws from a line of credit up to $20.0 million, subject to
certain conditions (see "Notes Payable - Line of Credit"). We currently believe
that these items along with rental income from our operating properties;
interest and dividend income earned on our marketable securities, notes
receivable and preferred investments; as well as proceeds received from the
repayment of the notes receivable and redemptions of the preferred investments
will be sufficient to satisfy our expected cash requirements primarily
consisting our anticipated operating expenses, scheduled debt service, capital
expenditures (including certain of our development activities) and distributions
to our shareholders, if any, required to maintain our status as a REIT for the
foreseeable future. However, we may also obtain additional funds through
selective asset dispositions, joint venture arrangements, new borrowings and
refinancing of existing debt.



We currently have two development projects (see "Development Activities"). With
respect to our Lower East Side Moxy Hotel, which is currently under construction
and expected to open during the fourth quarter of 2022, we have obtained
construction financings and the remaining costs associated with the construction
of the Lower East Side Moxy Hotel are expected to be funded from the remaining
availability under such construction financings. See "Development Activities -
Lower East Side Moxy Hotel" for additional information. Our Exterior Street
Project is currently under development and we expect to seek construction
financing to fund a substantial portion of its future development and
construction costs. See "Development Activities - Exterior Street Project"

for
additional information.



                                       23





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




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



Our charter provides that the aggregate amount of borrowing, both secured and
unsecured, may not exceed 300% of net assets in the absence of a satisfactory
showing that a higher level is appropriate, the approval of the Board of
Directors and disclosure to stockholders. Net assets means our total assets,
other than intangibles, at cost before deducting depreciation or other non-cash
reserves less our total liabilities, calculated at least quarterly on a basis
consistently applied. Any excess in borrowing over such 300% of net assets level
must be approved by a majority of our independent directors and disclosed to our
stockholders in our next quarterly report to stockholders, along with
justification for such excess. As of March 31, 2022, our total borrowings of
$183.7 million represented 59% of net assets.



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



We may also obtain lines of credit to be used to acquire properties or real
estate-related assets. These lines of credit will be at prevailing market terms
and will be repaid from proceeds from the sale or refinancing of properties,
working capital or permanent financing. Our Sponsor or its affiliates may
guarantee the lines of credit although they will not be obligated to do so. We
expect that such properties may be purchased by our Sponsor's affiliates on our
behalf, in our name, in order to minimize the imposition of a transfer tax upon
a transfer of such properties to us.



We have various agreements, including an advisory agreement, with the Advisor to
pay certain fees in exchange for services performed by the Advisor and/or its
affiliated entities. Additionally, our ability to secure financing and our real
estate operations are dependent upon our Advisor and its affiliates to perform
such services as provided in these agreements.



In addition to meeting working capital needs and distributions, if any, to our
stockholders, our capital resources are used to make certain payments to our
Advisor and our Property Manager, including payments related to asset
acquisition fees, development fees and leasing commissions, asset management
fees, the reimbursement of acquisition related expenses to our Advisor and
property management fees. We also reimburse our Advisor and its affiliates for
actual expenses it incurs for administrative and other services provided to us.
Additionally, the Operating Partnership may be required to make distributions to
Lightstone SLP, LLC, an affiliate of the Advisor.



The advisory agreement has a one-year term and is renewable for an unlimited
number of successive one-year periods upon the mutual consent of the Advisor and
our independent directors.



                                       24

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





                                                                    For the Three Months Ended
                                                                  March 31,              March 31,
                                                                    2022                   2021

Asset management fees (general and administrative costs) $ 154 $ 244 Property management fees (property operating expenses)

                      80                    96
Development fees and cost reimbursement (1)                               

884                   310
Total                                                          $         1,118         $         650

(1) Development fees and development costs that we reimburse our Advisor for are

capitalized and are included in the carrying value of the associated

development project and classified as construction in progress on the

consolidated balance sheets. As of March 31, 2022 and December 31, 2021, we

owed the Advisor and its affiliated entities $0.5 million and $0.7 million,

respectively, for development fees, which is included in accounts payable,

accrued expenses and other liabilities on the consolidated balance sheets.

See Note 3 of the Notes to Consolidated Financial Statements for additional


     information.




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

During both the three months ended March 31, 2022 and 2021, distributions of $0.5 million were declared and paid on the SLP units.

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