INVESTMENT IN UNCONSOLIDATED AFFILIATES | NOTE 5 – Investment in unconsolidated affiliates The Company’s investments in unconsolidated real estate ventures, are summarized as follows (in thousands): Total Investment in Unconsolidated Affiliates at Unconsolidated Affiliates Date Acquired Trust Ownership Interest June 30, 2024 December 31, 2023 Banner Building 2007 66.67% $ (490) $ (478) Grand Forks INREIT, LLC 2003 50% 5,262 5,193 SE Savage, LLC 2019 60% 579 954 SE Maple Grove, LLC 2019 60% 368 735 SE Rogers, LLC 2020 60% 1,122 1,419 ST Oak Cliff, LLC 2021 70% 7,258 7,920 SE Brooklyn Park, LLC 2021 60% 1,212 1,748 ST Fossil Creek, LLC 2022 70% 8,658 9,110 $ 23,969 $ 26,601 Banner Building - the Operating Partnership owns a 66.67% interest as tenant in common in an office building in Fargo, North Dakota. The property is encumbered by a first mortgage with a balance at June 30, 2024 and December 31, 2023 of $6,630 and $6,724, respectively. The Trust is jointly and severally liable for the full mortgage balance. Grand Forks INREIT, LLC - the Operating Partnership owns 50% interest as tenant in common through 100% ownership in a limited liability company. The property is located in Grand Forks, North Dakota. The property is encumbered by a non-recourse first mortgage with a balance at June 30, 2024 and December 31, 2023 of $8,822 and $8,948, respectively. The Trust is jointly and severally liable for the full mortgage balance. SE Savage, LLC - the Operating Partnership owns a 60% interest in a limited liability company that holds a multifamily property. The property is encumbered by a first mortgage with a balance of $30,090 and $30,305 at June 30, 2024, and December 31, 2023, respectively. The Trust is jointly and severally liable for the full mortgage balance. Additionally, SE Savage, LLC has an outstanding Promissory Note with Sterling Properties, LLLP, for $22 and $468 as of June 30, 2024 and December 31, 2023, respectively and is an unsecured obligation of SE Savage, LLC. The note is included in Notes Receivable on the Consolidated Balance Sheet at June 30, 2024 and December 31, 2023. SE Maple Grove, LLC - the Operating Partnership owns a 60% interest in a limited liability company that holds a multifamily property. The entity is encumbered by a first mortgage with a balance of $24,398 and $24,633 at June 30, 2024 and December 31, 2023 respectively. The Trust is jointly and severally liable for the full mortgage balance. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance of $3,428 and $3,643 at June 30, 2024 and December 31, 2023, respectively. The note is included in Notes Receivable on the Consolidated Balance Sheet at June 30, 2024 and December 31, 2023. SE Rogers, LLC - the Operating Partnership owns a 60% interest in a limited liability company that holds a multifamily property. The LLC holds land located in Rogers, Minnesota, with total assets of $29,887 and $30,576 at June 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a first mortgage with a balance of $25,500 and $25,742 at June 30, 2024 and December 31, 2023, respectively. The Trust is jointly and severally liable for the full mortgage balance. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance of $2,100 and $2,117 at June 30, 2024 and December 31, 2023, respectively. The note is included in Notes Receivable on the Consolidated Balance Sheet at June 30, 2024 and December 31, 2023. ST Oak Cliff, LLC - the Operating Partnership owns a 70% interest in a limited liability company, with a related party a multifamily property. The entity holds land located in Dallas, Texas with total assets of $48,125 and $48,738 at June 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a construction mortgage with a balance of $36,708 and $36,246 at June 30, 2024 and December 31, 2023, respectively. The is jointly and severally liable for the full mortgage balance. SE Brooklyn Park, LLC - the Operating Partnership owns a 60% interest in a limited liability company that holds a multifamily property. The entity is located in Brooklyn Park, Minnesota, with total assets of $28,915 and $30,325 at June 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a first mortgage with a balance of $24,471 and $24,592 at June 30, 2024 and December 31, 2023. The Trust is jointly and severally liable for the full mortgage balance. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance of $2,294 and $2,538 at June 30, 2024 and December 31, 2023, respectively. The note is included in Notes Receivable on the Consolidated Balance Sheet at June 30, 2024 and December 31, 2023. ST Fossil Creek, LLC - the Operating Partnership owns a 70% interest in a limited liability company, with a related party. The entity is currently developing a multifamily property. As of June 30, 2024, the Operating Partnership has contributed $9,275 in cash to the entity. The entity holds land located in Fort Worth, Texas with total assets of $48,675 and $43,517 at June 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a construction mortgage with a balance of $32,767 and $26,657 at June 30, 2024 and December 31, 2023, respectively. The Trust is jointly and severally liable for the full mortgage balance. The following is a summary of the financial position of the unconsolidated affiliates at June 30, 2024 and December 31, 2023. June 30, 2024 December 31, 2023 (in thousands) ASSETS Real estate investments $ 268,073 $ 261,901 Accumulated depreciation (31,330) (26,191) 236,743 235,710 Cash and cash equivalents 1,937 3,388 Restricted deposits 901 883 Intangible assets, less accumulated amortization 781 813 Other assets, net 1,026 780 Total Assets $ 241,388 $ 241,574 LIABILITIES Mortgage notes payable, net $ 196,701 $ 191,890 Tenant security deposits payable 402 340 Accrued expenses and other liabilities 6,289 7,208 Total Liabilities $ 203,392 $ 199,438 SHAREHOLDERS' EQUITY Total Shareholders' Equity $ 37,996 $ 42,136 Total liabilities and shareholders' equity $ 241,388 $ 241,574 The following is a summary of results of operations of the unconsolidated affiliates for the three and six months ended June 30, 2024 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 (in thousands) (in thousands) Income from rental operations $ 6,213 $ 4,633 $ 12,012 $ 8,340 Expenses from rental operations 2,879 1,717 5,673 3,495 Net operating income $ 3,334 $ 2,916 $ 6,339 $ 4,845 Depreciation and Amortization 2,699 2,441 5,181 4,933 Interest 1,611 1,448 3,239 2,792 Other expense - 98 - 13 Net loss $ (976) $ (1,071) $ (2,081) $ (2,893) |