Investments in Unconsolidated Affiliated Real Estate Entities | 4. Investments in Unconsolidated Affiliated Real Estate 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 . A summary of the Company’s investments in the unconsolidated affiliated real estate entities is as follows: As of Entity Date of Ownership Ownership % September 30, 2018 December 31, 2017 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 17,583,182 $ 17,805,991 LVP LIC Hotel JV LLC (the "Hilton Garden Inn Joint Venture") March 27, 2018 50.00 % 12,979,130 - Total investments in unconsolidated affiliated real estate entities $ 30,562,312 $ 17,805,991 The Cove Joint Venture On January 31, 2017, the Company, through a subsidiary of the Operating Partnership, REIT III COVE LLC (“REIT III Cove”) and REIT IV COVE LLC (“REIT IV Cove”), 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, LSG Cove LLC (“LSG Cove”), an affiliate of the Sponsor and a related party, and Maximus Cove Investor LLC (“Maximus”), an unrelated third party (collectively, the “Members”), 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, which consisted of $80.0 million of cash and $175.0 million of proceeds from a loan from a financial institution. The Cove Joint Venture owns and operates The Cove at Tiburon (“the Cove”), a multi-family complex consisting of 281-units, or 289,690 square feet, contained within 32 apartment buildings over 20.1 acres originally constructed in 1967, located in Tiburon, California. In connection with the acquisition, the Company paid the Advisor an acquisition fee of $0.6 million, equal to 1.0% of the Company’s pro-rata share of the contractual purchase price which is reflected in the Company’s carrying value which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. 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 is a non-managing interest. The Company has determined that the Cove Joint Venture is a variable interest entity but the Company is not the primary beneficiary. The Company accounts for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Cove Joint Venture. All capital contributions and distributions of earnings from the Cove 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 Cove Joint Venture are made to the Members pursuant to the terms of the Cove Joint Venture’s operating agreement. An affiliate of Maximus is the asset manager of the Cove and receives certain fees as defined in the Property Management Agreement for the management of the Cove. The Company commenced recording its allocated portion of profit/loss and cash distributions beginning as of January 31, 2017 with respect to its membership interest of 22.5% in the Cove Joint Venture. During the nine months ended September 30, 2018, the Company made additional capital contributions of $1.7 million to the Cove Joint Venture. In connection with the closing of the Cove Transaction, the Cove Joint Venture simultaneously entered into a $175.0 million loan (the “Loan”) initially scheduled to mature on January 31, 2020 with two, one-year extension options, subject to certain conditions. The Loan requires monthly interest payments through its maturity date. The Loan bears interest at Libor plus 3.85% through its initial maturity and Libor plus 4.15% during each of the extension periods. The Loan is collateralized by the Cove and an affiliate of the Company’s Sponsor (the “Guarantor”) has guaranteed the Cove Joint Venture‘s obligation to pay the outstanding balance of the Loan up to approximately $43.8 million (the “Loan Guarantee”). The Members have agreed to reimburse the Guarantor for any balance that may become due under the Loan Guarantee, of which the Company’s share is up to approximately $10.9 million. Starting in 2013, the Cove has been undergoing an extensive refurbishment which is substantially completed. The Members used the remaining proceeds from the Loan and have invested additional capital as necessary to complete the refurbishment. The Guarantor has provided an additional guarantee of up to approximately $13.4 million (the “Refurbishment Guarantee”) to provide any necessary funds to complete the remaining renovations as defined in the Loan. The Members have agreed to reimburse the Guarantor for any balance that may become due under the Refurbishment Guarantee, of which the Company’s share is up to approximately $3.3 million. The Company has determined that the fair value of both the Loan Guarantee and the Refurbishment Guarantee are immaterial. The Cove Joint Venture Condensed Financial Information The Company’s carrying value of its interest in the Cove Joint Venture differs from its share of member’s equity reported in the condensed balance sheet of the Cove Joint Venture due to the Company’s basis of its investment in excess of the historical net book value of the Cove 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 Cove Joint Venture: (amounts in thousands) For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2018 For the Period January 31, 2017 (date of investment) through September 30, 2017 Revenues $ 3,672 $ 3,523 $ 10,905 $ 8,724 Property operating expenses 1,239 1,175 3,660 3,076 General and administrative costs 41 54 136 196 Depreciation and amortization 2,420 2,383 7,214 6,348 Operating loss (28 ) (89 ) (105 ) (896 ) Interest expense and other, net (2,833 ) (2,406 ) (8,145 ) (6,161 ) Net loss $ (2,861 ) $ (2,495 ) $ (8,250 ) $ (7,057 ) Company's share of net loss (22.50%) $ (644 ) $ (561 ) $ (1,856 ) $ (1,588 ) Adjustment to depreciation and amortization expense (1) (10 ) (180 ) (87 ) (479 ) Company's loss from investment $ (654 ) $ (741 ) $ (1,943 ) $ (2,067 ) The following table represents the condensed balance sheets for the Cove Joint Venture: As of As of (amounts in thousands) September 30, 2018 December 31, 2017 Real estate, at cost (net) $ 150,654 $ 149,727 Cash and restricted cash 1,433 2,538 Other assets 2,304 1,541 Total assets $ 154,391 $ 153,806 Mortgage payable, net $ 173,889 $ 173,534 Other liabilities 3,395 2,830 Members' deficit (1) (22,893 ) (22,558 ) Total liabilities and members' deficit $ 154,391 $ 153,806 (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 LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) a 183-room, limited-service hotel located at 29-21 41 st In connection with the acquisition, the Company paid an acquisition fee of $0.3 million payable to the Advisor, equal to 1.0% of the Company’s pro-rata share of the contractual purchase price which is reflected in the Company’s carrying value which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. The Company paid approximately $12.9 million for a 50.0% membership interest in the Hilton Garden Inn Joint Venture. The Company’s ownership interest in the Hilton Garden Inn Joint Venture is a co-managing interest. The Company accounts for its ownership 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. During the nine months ended September 30, 2018, the Company received distributions from the Hilton Garden Inn Joint Venture aggregating $0.3 million. 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: (amounts in thousands) For the Three Months Ended September 30, 2018 For the Period March 27, 2018 through September 30, 2018 Revenues $ 2,856 $ 6,040 Property operating expenses 1,754 3,725 General and administrative costs 13 15 Depreciation and amortization 639 1,274 Operating income 450 1,026 Interest expense (482 ) (970 ) N et (loss)/income $ (32 ) $ 56 Company's share of net (loss)/income (50.00%) $ (16 ) $ 28 The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: As of (amounts in thousands) September 30, 2018 Investment property, net $ 59,210 Cash 761 Other assets 909 Total assets $ 60,880 Mortgage payable, net $ 34,752 Other liabilities 770 Members' capital 25,358 Total liabilities and members' capital $ 60,880 |