Investments in Unconsolidated Affiliated Entities | 3. 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 % March 31, 2020 December 31, 2019 Brownmill Various % $ 4,534 $ 4,630 Hilton Garden Inn Joint Venture March 27, 2018 % 11,265 11,764 Total investments in unconsolidated affiliated real estate entities $ 15,799 $ 16,394 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 March 31, 2020, 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 three months ended March 31, 2020, the Company received distributions from Brownmill aggregating $35. 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 March 31, 2020 2019 Revenue $ 925 $ 909 Property operating expenses 652 462 Depreciation and amortization 165 175 Operating income 108 272 Interest expense and other, net (169) (190) Net (loss)/income $ (61) $ 82 Company’s share of earnings $ (30) $ 40 Additional depreciation and amortization expense (1) (31) (32) Company’s earnings from investment $ (61) $ 8 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 March 31, 2020 December 31, 2019 Real estate, at cost (net) $ 13,451 $ 13,507 Cash and restricted cash 1,062 1,016 Other assets 1,306 1,440 Total assets $ 15,819 $ 15,963 Mortgage payable $ 14,004 $ 14,061 Other liabilities 670 648 Members’ capital 1,145 1,254 Total liabilities and members’ capital $ 15,819 $ 15,963 Hilton Garden Inn Joint Venture On March 27, 2018, the Company and Lightstone Value Plus Real Estate Investment Trust III, Inc. (“Lightstone REIT III”), a related party REIT also sponsored by the Company’s Sponsor, acquired, through 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 a 50.0% membership interest 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 membership interest in the Hilton Garden Inn Joint Venture is a co-managing interest. The Company accounts for its membership 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 50.0% membership interest in the Hilton Garden Joint Venture through March 31, 2020, it has made an aggregate of $0.7 million of additional capital contributions and received aggregate distributions of $1.5 million (of which $44 was received in 2020). Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed income statements for the Hilton Garden Inn Joint Venture for the period indicated: For the Three Months For the Three Months Ended March 31, 2020 Ended March 31, 2019 Revenues $ 1,540 $ 2,008 Property operating expenses 1,344 1,505 General and administrative costs 18 — Depreciation and amortization 630 642 Operating loss (452) (139) Interest expense (457) (506) Net loss $ (909) $ (645) Company’s share of net loss (50.00%) $ (455) $ (323) The following table represents the condensed balance sheets for the Hilton Garden Inn Joint Venture: As of As of March 31, 2020 December 31, 2019 Investment property, net $ 56,558 $ 56,775 Cash 507 904 Other assets 753 894 Total assets $ 57,818 $ 58,573 Mortgage payable, net $ 34,835 $ 34,821 Other liabilities 1,023 794 Members’ capital 21,960 22,958 Total liabilities and members’ capital $ 57,818 $ 58,573 |