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, December 31, Brownmill Various 48.58 % $ 4,937 $ 4,710 Hilton Garden Inn Joint Venture March 27, 2018 50.00 % 10,402 10,649 Total investments in unconsolidated affiliated real estate entities $ 15,339 $ 15,359 Brownmill Joint Venture During 2010 through 2012, the Company entered into various contribution agreements with Lightstone Holdings LLC (‘‘LGH’’), a wholly-owned subsidiary of the Sponsor, pursuant to which LGH contributed to the Company an aggregate 48.6% membership interest in the Brownmill Joint Venture 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, 2021, the Company owns a 48.6% membership interest in the Brownmill Joint Venture, which is a non-managing interest. An affiliate of the Company’s Sponsor is the majority owner and manager of the Brownmill Joint Venture. Profit and cash distributions are allocated in accordance with each investor’s ownership percentage. The Company accounts for its investment in the Brownmill Joint Venture in accordance with the equity method of accounting. During the three months ended March 31, 2021, the Company made contributions to the Brownmill Joint Venture aggregating $68. During the three months ended March 31, 2021 and 2020, the Company received distributions from the Brownmill Joint Venture aggregating $6 and $35, respectively. The Brownmill Joint Venture 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 Joint Venture Financial Information The Company’s carrying value of its interest in the Brownmill Joint Venture differs from its share of member’s equity reported in the condensed balance sheet of the Brownmill Joint Venture due to the Company’s basis of its investment in excess of the historical net book value of the Brownmill Joint Venture. 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 the Brownmill Joint Venture for the periods indicated: For the Three Months 2021 2020 Revenue $ 1,050 $ 925 Property operating expenses 305 652 Depreciation and amortization 176 165 Operating income 569 108 Interest expense and other, net (166 ) (169 ) Net income/(loss) $ 403 $ (61 ) Company’s share of earnings $ 196 $ (30 ) Additional depreciation and amortization expense (1) (31 ) (31 ) Company’s earnings from investment $ 165 $ (61 ) 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, December 31, Real estate, at cost (net) $ 14,176 $ 14,234 Cash and restricted cash 1,156 1,038 Other assets 1,448 1,279 Total assets $ 16,780 $ 16,551 Mortgage payable $ 13,773 $ 13,834 Other liabilities 777 1,018 Members’ capital 2,230 1,699 Total liabilities and members’ capital $ 16,780 $ 16,551 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 The Company paid $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. In light of the impact of the COVID-19 pandemic on the operating results of the Hilton Garden Inn – Long Island City, the Hilton Garden Inn Joint Venture has entered into certain amendments with respect to the Hilton Garden Inn Mortgage as discussed below. On June 2, 2020, the Hilton Garden Inn Mortgage was amended to provide for (i) the deferral of the six monthly debt service payments aggregating $0.9 million for the period from April 1, 2020 through September 30, 2020 until March 27, 2023; (ii) a 100 bps reduction in the interest rate spread to LIBOR + 2.15%, subject to a 4.03% floor, for the six-month period from September 1, 2020 through February 28, 2021; (iii) the Hilton Garden Inn Joint Venture pre-funding $1.2 million into a cash collateral reserve account to cover the six monthly debt service payments due from October 1, 2020 through March 1, 2021; and (iv) waiver of all financial covenants for quarter-end periods before June 30, 2021. Additionally, on April 7, 2021, the Hilton Garden Inn Joint Venture and the lender further amended the terms of the Hilton Garden Inn Mortgage to provide for (i) the Hilton Garden Inn Joint Venture to make a principal paydown of $1.7 million; (ii) the Hilton Garden Inn Joint Venture to fund an additional $0.7 million into the cash collateral reserve account; (iii) a waiver of all financial covenants for quarter-end periods through September 30, 2021 with a phased-in gradual return to the full financial covenant requirements over the quarter-end periods beginning December 31, 2021 through December 31, 2022; (iv) a 11-month interest-only payment period from May 1, 2021 through March 31, 2022; and (v) certain restrictions on distributions to the members of the Hilton Garden Inn Joint Venture during the interest-only payment period. Subsequent to the Company’s acquisition of its 50.0% membership interest in the Hilton Garden Joint Venture through March 31, 2021, it has made an aggregate of $1.5 million of additional capital contributions and received aggregate distributions of $1.5 million. All of these additional capital contributions and distributions were made prior to 2021. 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 Ended March 31, For the Three Months Ended March 31, Revenues $ 1,419 $ 1,540 Property operating expenses 872 1,344 General and administrative costs 10 18 Depreciation and amortization 635 630 Operating loss (98 ) (452 ) Interest expense (397 ) (457 ) Net loss $ (495 ) $ (909 ) Company’s share of net loss (50.00%) $ (248 ) $ (455 ) The following table represents the condensed balance sheets for the Hilton Garden Inn Joint Venture: As of As of March 31, 2021 December 31, Investment property, net $ 54,214 $ 54,826 Cash 2,081 885 Other assets 552 1,211 Total assets $ 56,847 $ 56,922 Mortgage payable, net $ 35,239 $ 34,988 Other liabilities 1,375 1,207 Members’ capital 20,233 20,727 Total liabilities and members’ capital $ 56,847 $ 56,922 |