Investments in Unconsolidated Affiliated Entities | 4. Investments in Unconsolidated Affiliated Entities The entities listed below are partially owned by the Company. The Company accounts for these investments under the equity method of accounting as the Company exercises significant influence, but does not exercise financial and operating control over these entities. A summary of the Company’s investments in the unconsolidated affiliated entities is as follows: As of Entity Date of Ownership Ownership % September 30, 2019 December 31, 2018 Brownmill Various % $ 4,733 $ 4,967 Hilton Garden Inn Joint Venture March 27, 2018 % 12,218 12,754 Total investments in unconsolidated affiliated real estate entities $ 16,951 $ 17,721 Brownmill During 2010 through 2012, the Company entered into various contribution agreements with Lightstone Holdings LLC (‘‘LGH’’), a wholly-owned subsidiary of the Company’s Sponsor, pursuant to which LGH contributed to the Company an approximate aggregate 48.6% equity interest in exchange for the Company issuing an aggregate of 48 units of Subordinated Profits Interests, at $100,000 per unit (at an aggregate total value of $4.8 million), to Lightstone SLP II LLC. As of September 30, 2019, the Company owns a 48.6% membership interest in Brownmill. The Company’s interest in Brownmill is a non-managing interest. An affiliate of the Company’s Sponsor is the majority owner and manager of Brownmill. Profit and cash distributions are allocated in accordance with each investor’s ownership percentage. The Company accounts for its investment in Brownmill in accordance with the equity method of accounting. During the nine months ended September 30, 2019, the Company received distributions from Brownmill aggregating $0.2 million. Brownmill owns two retail properties known as Browntown Shopping Center, located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey, which collectively, are referred to as the “Brownmill Properties.” Brownmill Financial Information The Company’s carrying value of its interest in Brownmill differs from its share of member’s equity reported in the condensed balance sheet of Brownmill due to the Company’s basis of its investment in excess of the historical net book value of Brownmill. The Company’s additional basis allocated to depreciable assets is being recognized on a straight-line basis over the lives of the appropriate assets. The following table represents the condensed income statements for Brownmill for the periods indicated: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenue $ 857 $ 913 $ 2,631 $ 2,792 Property operating expenses 410 354 1,206 1,148 Depreciation and amortization 354 177 704 534 Operating income 93 382 721 1,110 Interest expense and other, net (172) (174) (532) (558) Net (loss)/income $ (79) $ 208 $ 189 $ 552 Company’s share of net (loss)/income (48.58)% $ (38) $ 101 $ 92 $ 268 Additional depreciation and amortization expense (1) (32) (32) (95) (97) Company’s earnings from investment $ (70) $ 69 $ (3) $ 171 (1) Additional depreciation and amortization expense relates to the amortization of the difference between the cost of the interest in Brownmill and the amount of the underlying equity in net assets of Brownmill. The following table represents the condensed balance sheets for Brownmill: As of As of September 30, 2019 December 31, 2018 Real estate, at cost (net) $ 13,698 $ 14,239 Cash and restricted cash 1,007 1,055 Other assets 1,237 1,226 Total assets $ 15,942 $ 16,520 Mortgage payable $ 14,116 $ 14,278 Other liabilities 400 530 Members’ capital 1,426 1,712 Total liabilities and members’ capital $ 15,942 $ 16,520 Hilton Garden Inn Joint Venture On March 27, 2018, the Company and its Sponsor’s other public program, Lightstone Value Plus Real Estate Investment Trust III, Inc. (“Lightstone REIT III”), acquired, through LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) a 183‑room, limited-service hotel located at 29‑21 41 st Avenue, Long Island City, New York (the “Hilton Garden Inn - Long Island City”) from an unrelated third party, for aggregate consideration of approximately $60.0 million, which consisted of $25.0 million of cash and $35.0 million of proceeds from a loan from a financial institution, excluding closing and other related transaction costs. The Company and Lightstone REIT III each have 50.0% joint venture ownership interests, respectively, in the Hilton Garden Inn Joint Venture. The Company paid approximately $12.9 million for a 50.0% membership interest in the Hilton Garden Inn Joint Venture. The Company’s ownership interest in the Hilton Garden Inn Joint Venture is a co-managing interest. The Company accounts for its ownership interest in the Hilton Garden Inn Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Hilton Garden Inn Joint Venture. All capital contributions and distributions of earnings from the Hilton Garden Inn Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Hilton Garden Inn Joint Venture are made to the members pursuant to the terms of the Hilton Garden Inn Joint Venture’s operating agreement. The Company commenced recording its allocated portion of profit/loss and cash distributions beginning as of March 27, 2018 with respect to its membership interest of 50.0% in the Hilton Garden Inn Joint Venture. Subsequent to the Company’s acquisition of its membership interest in the Hilton Garden Joint Venture through September 30, 2019, it has made an aggregate of $0.7 million (including $0.1 million during the nine months ended September 30, 2019) of additional capital contributions and received aggregate distributions of $1.0 million (including $0.4 million during the nine months ended September 30, 2019). Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed income statement for the Hilton Garden Inn Joint Venture for the period indicated: For the Three Months For the Three Months For the Nine Months For the Period March 27, 2018 Ended September 30, 2019 Ended September 30, 2018 Ended September 30, 2019 through September 30, 2018 Revenues $ 3,016 $ 2,856 $ 8,110 $ 6,040 Property operating expenses 1,750 1,754 5,020 3,725 General and administrative costs 1 13 (21) 15 Depreciation and amortization 629 639 1,898 1,274 Operating income/(loss) 636 450 1,213 1,026 Interest expense (505) (482) (1,531) (970) Net income/(loss) $ 131 $ (32) $ (318) $ 56 Company’s share of net income/(loss) (50.00%) $ 66 $ (16) $ (159) $ 28 The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: As of As of September 30, 2019 December 31, 2018 Investment property, net $ 57,145 $ 58,799 Cash 1,016 554 Other assets 1,232 1,218 Total assets $ 59,393 $ 60,571 Mortgage payable, net $ 34,807 $ 34,766 Other liabilities 720 867 Members’ capital 23,866 24,938 Total liabilities and members’ capital $ 59,393 $ 60,571 |