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 % $ 4,099 $ 4,204 Hilton Garden Inn Joint Venture March 27, 2018 50.0 % 9,482 9,589 Total investments in unconsolidated affiliated real estate entities $ 13,581 $ 13,793 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 and a related party, 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, 2023, the Company owns a 48.6% 0.4 5.5 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 sheets 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 2023 2022 2023 2022 Revenue $ 935 $ 1,015 $ 2,876 $ 3,163 Property operating expenses 367 389 1,044 1,256 Depreciation and amortization 186 197 560 629 Operating income 382 429 1,272 1,278 Gain on disposition of real estate (1) - 5,816 - 5,816 Interest expense and other, net (144 ) (166 ) (466 ) (473 ) Net income $ 238 $ 6,079 $ 806 $ 6,621 Company’s share of earnings (48.6%) $ 116 $ 2,953 $ 392 $ 3,216 Additional depreciation and amortization (2) (21 ) (233 ) (62 ) (295 ) Company’s earnings from investment $ 95 $ 2,720 $ 330 $ 2,921 (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 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, Investment property, net $ 12,598 $ 12,860 Cash and restricted cash 1,352 1,422 Other assets 1,320 1,283 Total assets $ 15,270 $ 15,565 Mortgage payable $ 13,143 $ 13,341 Other liabilities 653 662 Members’ capital 1,474 1,562 Total liabilities and members’ capital $ 15,270 $ 15,565 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% Except as discussed below, the Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15%, subject to a 5.03% floor On June 2, 2020, the Hilton Garden Inn Mortgage was amended to provide for the deferral of the six monthly debt service payments aggregating $ 0.9 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. Subsequently, on May 31, 2023, the Hilton Garden Inn Mortgage was further amended to provide for (i) an extension of the maturity date for an additional five years, (ii) the interest rate to be adjusted to SOFR plus 3.25% May 31, 2028 3.0 Additionally, the Hilton Garden Inn Joint Venture is required to fund an aggregate of $1.3 million, through monthly payments of $37 from May 31, 2023 through June 1, 2026, into a cash collateral reserve account which may be drawn upon for specified capital expenditures. The Company and Lightstone REIT III each have a 50.0% co-managing membership interest in the Hilton Garden Inn Joint Venture. 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% The Hilton Garden Inn Joint Venture is currently in compliance with respect to all of its financial debt covenants. During the nine months ended September 30, 2023, the Company made aggregate capital contributions to the Hilton Garden Inn Joint Venture of $ 0.4 0.1 1.5 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 For the For the For the 2022 Revenues $ 3,482 $ 3,130 $ 8,626 $ 8,208 Property operating expenses 2,002 1,844 5,416 4,790 General and administrative costs 7 2 139 18 Depreciation and amortization 613 609 1,818 1,835 Operating income 860 675 1,253 1,565 Gain on forgiveness of debt - 516 - 516 Interest expense (627 ) (466 ) (2,078 ) (1,341 ) Net income/(loss) $ 233 $ 725 $ (825 ) $ 740 Company’s share of earnings from investment (50.0%) $ 116 $ 362 $ (413 ) $ 370 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 September 30, December 31, Investment property, net $ 48,590 $ 50,254 Cash 1,257 1,231 Other assets 1,888 1,276 Total assets $ 51,735 $ 52,761 Mortgage payable, net $ 32,250 $ 32,233 Other liabilities 1,091 1,920 Members’ capital 18,394 18,608 Total liabilities and members’ capital $ 51,735 $ 52,761 |