Investments in Unconsolidated Affiliated Real Estate Entities | 3. Investments in Unconsolidated Affiliated Real Estate Entities The entities listed below are or were 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 real estate entities is as follows: As of Entity Date Acquired Ownership % September 30, 2020 December 31, 2019 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ — $ 14,150,280 LVP LIC Hotel JV LLC (the "Hilton Garden Inn Joint Venture") March 27, 2018 50.00 % 11,115,909 11,779,128 Total investments in unconsolidated affiliated real estate entities $ 11,115,909 $ 25,929,408 The Cove Joint Venture On January 31, 2017, the Company, through its wholly owned subsidiary, REIT III COVE LLC along with LSG Cove LLC, an affiliate of the Sponsor and a related party, REIT IV COVE LLC, a wholly owned subsidiary of Lightstone Real Estate Income Trust, Inc. (“Lightstone IV”), a real estate investment trust also sponsored by the Sponsor and a related party and Maximus Cove Investor LLC (“Maximus”), an unrelated third party, completed the acquisition of all of RP Cove, L.L.C’s membership interest in RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) for aggregate consideration of approximately $255.0 million (the “Cove Transaction”). The Cove Joint Venture owns and operates The Cove at Tiburon (“the Cove”), a 281-unit, luxury waterfront multifamily residential property located in Tiburon, California. Prior to entering into The Cove Transaction, Maximus previously owned a separate noncontrolling interest in the Cove Joint Venture. The Company paid approximately $20.0 million for a 22.5% membership interest in the Cove Joint Venture. The Company’s ownership interest in the Cove Joint Venture was a non-managing interest. The Company determined that the Cove Joint Venture was a variable interest entity but the Company was not the primary beneficiary. The Company accounted for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting because it exerted significant influence over but did not control the Cove Joint Venture. The Company commenced recording its allocated portion of profit/loss and cash distributions beginning as of January 31, 2017 with respect to its 22.5% membership interest in the Cove Joint Venture. Subsequent to the Company’s acquisition of its 22.5% membership interest in the Cove Joint Venture, it made an aggregate of $2.6 million of additional capital contributions and received aggregate distributions of $0.9 million. All of these additional capital contributions were made and distributions received in periods prior to 2020. On December 17, 2019, REIT III Cove LLC, REIT IV Cove LLC, LSG Cove LLC (collectively, the “Redeemers”), Maximus and the Cove Joint Venture entered into a redemption agreement (the “Redemption Agreement”), pursuant to which the Cove Joint Venture would redeem the membership interests of the Redeemers for an aggregate redemption price of approximately $87.6 million. On February 12, 2020, the Cove Joint Venture completed the redemption of the Redeemers’ membership interests in the Cove Joint Venture pursuant to the terms of the Redemption Agreement for an aggregate redemption price of approximately $87.6 million. In connection, with the redemption of its 22.5% membership interest in the Cove Joint Venture, the Company received proceeds of approximately $21.9 million which resulted in a gain on the disposition of investment in unconsolidated affiliated real estate entity of approximately $7.9 million during the first quarter of 2020, which is included on the consolidated statements of operations for the nine months ended September 30, 2020. As a result of the redemption of its 22.5% membership interest in the Cove Joint Venture on February 12, 2020, the Company no longer has an ownership interest in the Cove Joint Venture. During August 2020, the Company received $0.1 million of additional proceeds related to the redemption of its membership interest in the Cove Joint Venture and recognized a gain on the disposition of investment in unconsolidated affiliated real estate entity of $0.1 million during the third quarter of 2020. As a result, the Company has recognized an aggregate gain on the disposition of investment in unconsolidated affiliated real estate entity of approximately $8.0 million during the nine months ended September 30, 2020. The Cove Joint Venture Financial Information The Company’s carrying value of its interest in the Cove Joint Venture differed from its share of member’s equity reported in the condensed balance sheet of the Cove Joint Venture because the Company’s basis of its investment was in excess of the historical net book value of the Cove Joint Venture. The Company’s additional basis was allocated to depreciable assets was recognized on a straight-line basis over the lives of the appropriate assets. The following table represents the unaudited condensed income statements for the Cove Joint Venture: For the For the For the Period Three Months Nine Months January 1 through Ended Ended (amounts in thousands) February 12, 2020 September 30, 2019 September 30, 2019 Revenues $ 1,375 $ 4,227 $ 11,912 Property operating expenses 430 1,297 3,774 General and administrative costs 13 17 83 Depreciation and amortization 960 2,884 8,620 Operating loss/(income) (28) 29 (565) Loss on debt extinguishment — — (1,526) Interest expense and other, net (652) (2,019) (7,470) Net loss $ (680) $ (1,990) $ (9,561) Company's share of net loss (22.50%) $ (153) $ (448) $ (2,151) Adjustment to depreciation and amortization expense (1) (5) (10) (30) Company's loss from investment $ (158) $ (458) $ (2,181) The following table represents the unaudited condensed balance sheet for the Cove Joint Venture: As of (amounts in thousands) December 31, 2019 Real estate, at cost (net) $ 138,045 Cash and restricted cash 1,491 Other assets 1,141 Total assets $ 140,677 Mortgage payable, net $ 178,353 Other liabilities 1,339 Members' deficit (1) (39,015) Total liabilities and members' deficit $ 140,677 1) The adjustment to depreciation and amortization expense relates to the difference between the Company’s basis in the Cove Joint Venture and the amount of the underlying equity in net assets of the Cove Joint Venture. Hilton Garden Inn Joint Venture On March 27, 2018, the Company and its Sponsor’s other public program, Lightstone Value Plus Real Estate Investment Trust II, Inc. (“Lightstone REIT II”), 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 mortgage loan from a financial institution (the "Hilton Garden Inn Mortgage"), excluding closing and other related transaction costs. The Company and Lightstone REIT II 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. On June 2, 2020, the Hilton Garden Inn Joint Venture and the lender agreed to certain changes to the terms of the Hilton Garden Inn Mortgage, including (i) the deferral of monthly debt service for payments previously due from April 1, 2020 through September 30, 2020, which are now due at maturity (March 27, 2023); (ii) subject to certain conditions, the interest rate spread was reduced by 100 bps to LIBOR + 2.15%, subject to a 4.03% floor, for the six-month period beginning September 1, 2020 through February 28, 2021; (iii) the Hilton Garden Inn Joint Venture deposited $1.2 million into a cash collateral account to be applied against the monthly debt service payments due from October 1, 2020 through March 1, 2021; and waiver of all financial covenants for periods before June 30, 2021. The Hilton Garden Inn Joint Venture is currently in discussions with the lender to further extend the waiver of all financial covenants. However, there can be no assurances that it will be successful in such endeavors. Subsequent to the Company’s acquisition of its 50.0% membership interest in the Hilton Garden Joint Venture through September 30, 2020, it has made an aggregate of $1.5 million of additional capital contributions (of which $0.9 million was made in 2020) and received aggregate distributions of $1.5 million (of which $44,000 was received in 2020). Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed income statement for the Hilton Garden Inn Joint Venture for the period indicated: For the For the For the For the Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended (amounts in thousands) September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Revenues $ 701 $ 3,016 $ 2,921 $ 8,110 Property operating expenses 674 1,750 2,635 5,020 General and administrative costs 4 1 33 (21) Depreciation and amortization 641 629 1,886 1,898 Operating (loss)/income (618) 636 (1,633) 1,213 Interest expense (435) (505) (1,352) (1,531) Net (loss)/income $ (1,053) $ 131 $ (2,985) $ (318) Company's share of net (loss)/income (50.00%) $ (527) $ 66 $ (1,493) $ (159) The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: As of As of (amounts in thousands) September 30, 2020 December 31, 2019 Investment property, net $ 55,457 $ 56,775 Cash 926 904 Other assets 1,743 894 Total assets $ 58,126 $ 58,573 Mortgage payable, net $ 35,239 $ 34,821 Other liabilities 1,255 794 Members' capital 21,632 22,958 Total liabilities and members' capital $ 58,126 $ 58,573 |