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 unconsolidated affiliated entities is as follows: Summary of investments in unconsolidated entities As of Entity Date of Ownership Ownership % December 31, December 31, Brownmill Joint Venture Various 48.6 % $ 4,204 $ 6,793 Hilton Garden Inn Joint Venture March 27, 2018 50.0 % 9,589 11,165 Total investments in unconsolidated affiliated real estate entities $ 13,793 $ 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 48 100 4.8 As of December 31, 2022, the Company owns a 48.6 5.6 2.0 0.3 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 income statements for the Brownmill Joint Venture for the periods indicated: Schedule of condensed income statements For the Year For the Year Revenues $ 4,139 $ 3,919 Property operating expenses 1,792 1,467 Depreciation and amortization 823 767 Operating income 1,524 1,685 Gain on disposition of real estate (1) 5,816 - Interest expense and other, net (563 ) (655 ) Net income $ 6,777 $ 1,030 Company’s share of earnings (48.6%) $ 3,293 $ 501 Additional depreciation and amortization expense (2) (316 ) (124 ) Company’s earnings from investment $ 2,977 $ 377 Notes: (1) During the year ended December 31, 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 on August 12, 2022. (2) Additional depreciation and amortization expense is attributable to the difference between the Company’s cost of its 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: Schedule of condensed balance sheets As of As of December 31, December 31, Real estate, at cost (net) $ 12,860 $ 17,830 Cash and restricted cash 1,422 1,152 Other assets 1,283 1,518 Total assets $ 15,565 $ 20,500 Mortgage payable $ 13,341 $ 13,594 Other liabilities 662 666 Members’ capital 1,562 6,240 Total liabilities and members’ capital $ 15,565 $ 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 newly formed Hilton Garden Inn Joint Venture, the Hilton Garden Inn - Long Island City from an unrelated third party, for aggregate consideration of $ 60.0 25.0 35.0 12.9 50.0 The Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15% The Company and Lightstone REIT III each have a 50.0 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% floor 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 As of December 31, 2022, the Hilton Garden Inn Joint Venture was in compliance with respect to all of its financial debt covenants. Subsequent to the Company’s acquisition of its 50.0% membership interest in the Hilton Garden Joint Venture through December 31, 2022, it has made an aggregate of $ 2.8 4.0 2.0 On March 27, 2023, the Hilton Garden Inn Joint Venture and the lender amended the Hilton Garden Inn Mortgage to extend the maturity date for 90 days, through June 25, 2023, to provide additional time to finalize the terms of a long-term extension. 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 statements For the Year Ended December 31, For the Year Ended December 31, Revenues $ 11,353 $ 7,545 Property operating expenses 6,646 4,306 General and administrative costs 21 34 Depreciation and amortization 2,443 2,496 Operating income 2,243 709 Interest expense and other, net (1,997 ) (1,755 ) Gain on forgiveness of debt 516 381 Net income/(loss) $ 762 $ (665 ) Company’s share of net income/(loss) (50.0%) $ 381 $ (333 ) The following table represents the condensed balance sheets for the Hilton Garden Inn Joint Venture: Schedule of condensed balance sheets As of As of December 31, December 31, Investment property, net $ 50,254 $ 52,415 Cash 1,231 2,841 Other assets 1,276 1,204 Total assets $ 52,761 $ 56,460 Mortgage payable, net $ 32,233 $ 33,115 Other liabilities 1,920 1,585 Members’ capital 18,608 21,760 Total liabilities and members’ capital $ 52,761 $ 56,460 |