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: Schedule of investments in the unconsolidated affiliated real estate As of Entity Date of Ownership September 30, December 31, Brownmill Joint Venture Various 48.6 % $ 4,219 $ 6,793 Hilton Garden Inn Joint Venture March 27, 2018 50.0 % 10,028 11,165 Total investments in unconsolidated affiliated real estate entities $ 14,247 $ 17,958 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 As of September 30, 2022, the Company owns a 48.6 5.5 136 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. 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 because the basis of the Company’s investment is in excess of the historical net book value of the Brownmill Joint Venture. The Company’s additional basis, which has been allocated to depreciable assets, is being recognized on a straight-line basis over the estimated useful lives of the appropriate assets. The following table represents the condensed statements of operations for the Brownmill Joint Venture for the periods indicated: Schedule of condensed income statement For the For the 2022 2021 2022 2021 Revenue $ 1,015 $ 946 $ 3,163 $ 2,971 Property operating expenses 389 534 1,256 1,255 Depreciation and amortization 197 197 629 564 Operating income 429 215 1,278 1,152 Gain on disposition of real estate (1) 5,816 - 5,816 - Interest expense and other, net (166 ) (167 ) (473 ) (495 ) Net income $ 6,079 $ 48 $ 6,621 $ 657 Company’s share of net income $ 2,953 $ 24 $ 3,216 $ 319 Additional depreciation and amortization expense (2) (233 ) (31 ) (295 ) (93 ) Company’s earnings from investment $ 2,720 $ (7 ) $ 2,921 $ 22 6 (1) On August 12, 2022, The Brownmill Joint Venture recognized a gain on disposition of real estate of $5.8 million in connection with the sale of an outparcel of land and the buildings and improvements thereon at Browntown Shopping Center for a contractual sales price of $10.5 million. (2) Additional depreciation and amortization expense relates to the amortization of the difference between the cost of the interest in the Brownmill Joint Venture and the amount of the underlying equity in net assets of the Brownmill Joint Venture. The following table represents the condensed balance sheets for the Brownmill Joint Venture as of the dates indicated: Schedule of condensed balance sheet As of As of September 30, December 31, Real estate, at cost (net) $ 12,998 $ 17,830 Cash and restricted cash 1,328 1,152 Other assets 1,283 1,518 Total assets $ 15,609 $ 20,500 Mortgage payable, net $ 13,406 $ 13,594 Other liabilities 652 666 Members’ capital 1,551 6,240 Total liabilities and members’ capital $ 15,609 $ 20,500 Hilton Garden Inn Joint Venture On March 27, 2018, the Company and Lightstone Value Plus REIT 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 60.0 25.0 35.0 50.0 The Company paid $ 12.9 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 previously 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 LIBOR plus 2.15%, subject to a 4.03% 1.2 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 0.7 The Hilton Garden Inn Joint Venture is currently in compliance with respect to all of its financial debt covenants. Subsequent to the Company’s acquisition of its 50.0 2.8 3.5 Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed statements of operations for the Hilton Garden Inn Joint Venture for the periods indicated: Schedule of condensed income statement For the 2022 For the For the For the Revenues $ 3,130 $ 2,043 $ 8,208 $ 5,226 Property operating expenses 1,844 1,107 4,790 3,016 General and administrative costs 2 10 18 27 Depreciation and amortization 609 620 1,835 1,876 Operating income 675 306 1,565 307 Gain on forgiveness of debt 516 381 516 381 Interest expense (466 ) (437 ) (1,341 ) (1,268 ) Net income/(loss) $ 725 $ 250 $ 740 $ (580 ) Company’s share of net income/(loss) (50.00%) $ 362 $ 125 $ 370 $ (290 ) The following table represents the condensed balance sheets for the Hilton Garden Inn Joint Venture as of the dates indicated: Schedule of condensed balance sheet As of As of (amounts in thousands) September 30, December 31, Investment property, net $ 50,844 $ 52,415 Cash 1,370 2,841 Other assets 1,479 1,204 Total assets $ 53,693 $ 56,460 Mortgage payable, net $ 32,322 $ 33,115 Other liabilities 1,885 1,585 Members’ capital 19,486 21,760 Total liabilities and members’ capital $ 53,693 $ 56,460 |