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 September 30, 2024 December 31, 2023 Banner Building 2007 66.67% $ (467) $ (478) Grand Forks INREIT, LLC 2003 50% 5,372 5,193 SE Savage, LLC 2019 60% 368 954 SE Maple Grove, LLC 2019 60% 159 735 SE Rogers, LLC 2020 60% 1,025 1,419 ST Oak Cliff, LLC 2021 70% 6,798 7,920 SE Brooklyn Park, LLC 2021 60% 1,043 1,748 ST Fossil Creek, LLC 2022 70% 8,430 9,110 Emory North Liberty, LC 2024 50% 6,047 - $ 28,775 $ 26,601 Banner Building - the Operating Partnership owns a 66.67% interest as tenant in common in an office building in Fargo, North Dakota. Total assets of the property were $6,050 and $6,172 at September 30, 2024 and December 31, 2023, respectively. The property is encumbered by a first mortgage with a balance at September 30, 2024 and December 31, 2023 of $6,584 and $6,724, respectively. The Trust is a guarantor on the indebtedness. 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 with total assets of $21,469 and $20,020 at September 30, 2024 and December 31, 2023, respectively. The property is encumbered by a non-recourse first mortgage with a balance at September 30, 2024 and December 31, 2023 of $8,758 and $8,948, respectively. The Trust is a guarantor on the indebtedness. SE Savage, LLC - the Operating Partnership owns a 60% interest in a limited liability company that holds a multifamily property. The entity is located in Savage, Minnesota, with total assets of $31,018 and $32,567 at September 30, 2024 and December 31, 2023, respectively. The property is encumbered by a first mortgage with a balance of $29,981 and $30,305 at September 30, 2024, and December 31, 2023, respectively. The Trust is a guarantor on the indebtedness. Additionally, SE Savage, LLC has a Promissory Note with Sterling Properties, LLLP, for $0 and $468 as of September 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 September 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 located in Maple Grove, Minnesota, with total assets of $28,351 and $29,659 at September 30, 2024, and December 31, 2023, respectively. The entity is encumbered by a first mortgage with a balance of $24,279 and $24,633 at September 30, 2024 and December 31, 2023, respectively. The Trust is a guarantor on the indebtedness. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance of $3,428 and $3,643 at September 30, 2024 and December 31, 2023, respectively. The note is included in Notes receivable, affiliates on the Consolidated Balance Sheet at September 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 entity is located in Rogers, Minnesota, with total assets of $29,755 and $30,576 at September 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a first mortgage with a balance of $25,379 and $25,742 at September 30, 2024 and December 31, 2023, respectively. The Trust is a guarantor on the indebtedness. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance of $2,100 and $2,117 at September 30, 2024 and December 31, 2023, respectively. The note is included in Notes Receivable on the Consolidated Balance Sheet at September 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 is located in Dallas, Texas with total assets of $47,853 and $48,738 at September 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a construction mortgage with a balance of $36,246 at December 31, 2023 which transitioned to a first mortgage with a balance of $36,708 at September 30, 2024. The Trust is a guarantor on the indebtedness. 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 $28,605 and $30,325 at September 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a construction mortgage with a balance of $24,592 at December 31, 2023 which transitioned to a first mortgage with a balance of $24,349 at September 30, 2024. The Trust is a guarantor on the indebtedness. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance of $2,294 and $2,538 at September 30, 2024 and December 31, 2023, respectively. The note is included in Notes Receivable on the Consolidated Balance Sheet at September 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 September 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 $49,526 and $43,517 at September 30, 2024 and December 31, 2023, respectively. The entity is encumbered by a construction mortgage with a balance of $37,186 and $26,657 at September 30, 2024 and December 31, 2023, respectively. The Trust is a guarantor on the indebtedness. Emory North Liberty, LC – the Operating Partnership owns a 50% interest in a limited company. The entity is currently developing a multifamily property. As of September 30, 2024, the Operating Partnership has contributed $6,119 in cash to the entity. The entity holds land in North Liberty, Iowa with total assets of $30,963 at September 30, 2024. The entity is encumbered by a construction mortgage with a balance of $18,118 at September 30, 2024. For the acquisition of Emory North Liberty, LC, Sterling determined that it does not control the key decision-making rights and is not the primary beneficiary related to Emory North Liberty, LC from the respective date it was acquired. The VIE that owned legal title to Emory North Liberty, LC was not included in Sterling’s consolidated financial statements, but rather as an unconsolidated affiliate, from the date it was acquired. The following is a summary of the financial position of the unconsolidated affiliates at September 30, 2024 and December 31, 2023. September 30, 2024 December 31, 2023 (in thousands) ASSETS Real estate investments $ 301,157 $ 261,901 Accumulated depreciation (34,167) (26,191) Total Real Estate Investments, net 266,990 235,710 Cash and cash equivalents 3,112 3,388 Restricted deposits 1,553 883 Financing and lease costs, net 881 813 Other assets, net 1,055 780 Total Assets $ 273,591 $ 241,574 LIABILITIES Mortgage notes payable, net $ 218,731 $ 191,890 Tenant security deposits payable 451 340 Accrued expenses and other liabilities 6,913 7,208 Total Liabilities $ 226,095 $ 199,438 SHAREHOLDERS' EQUITY Total Shareholders' Equity $ 47,496 $ 42,136 Total liabilities and shareholders' equity $ 273,591 $ 241,574 The following is a summary of results of operations of the unconsolidated affiliates for the three and nine months ended September 30, 2024 Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 (in thousands) (in thousands) Income from rental operations $ 6,558 $ 5,244 $ 18,570 $ 13,584 Expenses from rental operations 3,257 2,070 8,930 5,564 Net operating income $ 3,301 $ 3,174 $ 9,640 $ 8,020 Depreciation and Amortization 2,890 2,418 8,072 7,350 Interest 1,681 1,700 4,919 4,493 Other (income) expense (12) - (12) 14 Net loss $ (1,258) $ (944) $ (3,339) $ (3,837) |