Investments in Unconsolidated Affiliated Real Estate Entities | 3. 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 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 of Ownership Ownership % June 30, 2019 December 31, 2018 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 15,680,402 $ 17,214,909 LVP LIC Hotel JV LLC (the "Hilton Garden Inn Joint Venture") March 27, 2018 50.00 % 12,464,396 12,769,078 Total investments in unconsolidated affiliated real estate entities $ 28,144,798 $ 29,983,987 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 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. Subsequent to the Company’s acquisition through June 30, 2019, the Company has made an aggregate of $2.3 million (including $0.1 million during the six months ended June 30, 2019) of additional capital contributions 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”) which was initially scheduled to mature on January 31, 2020. The Loan required monthly interest payments through its maturity date. The Loan bore interest at Libor plus 3.85%. The Loan was collateralized by the Cove and an affiliate of the Company’s Sponsor (the “Guarantor”) had 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 had agreed to reimburse the Guarantor for any balance that may become due under the Loan Guarantee, of which the Company’s share was up to approximately $10.9 million. On May 8, 2019, the Cove Joint Venture entered into loans aggregating $180.0 million (the “Cove Loans”). The Cove Loans mature in five years and require monthly interest payments through their maturity dates. The Cove Loans bear interest at a weighted average of LIBOR (with a floor of 2.0%) plus 2.15% and are collateralized by the Cove. The Cove Joint Venture used the proceeds from the Cove Loans to fully repay the Loan. In connection with the refinancing, the Cove Joint Venture incurred a loss on the early extinguishment of debt of approximately $1.5 million during the second quarter of 2019, of which the Company's proportionate share was approximately $0.3 million. The Cove Joint Venture 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 unaudited condensed income statements for the Cove Joint Venture: For the For the For the For the Three Months Three Months Six Months Six Months Ended Ended Ended Ended (amounts in thousands) June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Revenue $ 3,992 $ 3,637 $ 7,685 $ 7,233 Property operating expenses 1,237 1,193 2,477 2,421 General and administrative costs 24 47 66 95 Depreciation and amortization 2,899 2,398 5,736 4,794 Operating loss (168) (1) (594) (77) Loss on debt extinguishment (1,526) — (1,526) — Interest expense and other, net (2,517) (2,741) (5,451) (5,311) Net loss $ (4,211) $ (2,742) $ (7,571) $ (5,388) Company's share of net loss (22.50%) $ (947) $ (617) $ (1,703) $ (1,213) Additional depreciation and amortization expense (1) (10) 103 (20) (76) Company's loss from investment $ (957) $ (514) $ (1,723) $ (1,289) The following table represents the unaudited condensed balance sheets for the Cove Joint Venture: As of As of (amounts in thousands) June 30, 2019 December 31, 2018 Real estate, at cost (net) $ 143,512 $ 148,441 Cash and restricted cash 3,335 2,138 Other assets 1,274 1,810 Total assets $ 148,121 $ 152,389 Mortgage payable, net $ 178,161 $ 174,098 Other liabilities 1,176 2,776 Members' deficit (1) (31,216) (24,485) Total liabilities and members' deficit $ 148,121 $ 152,389 1) The adjustment to depreciation and amortization expense relates to the difference between the Company’s basis in the CoveJoint 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 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 loan from a financial institution, excluding closing and other related transaction costs. The Company and Lightstone REIT II each have 50.0% joint venture ownership interests, respectively, 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 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 six months ended June 30, 2019, the Company received distributions from the Hilton Garden Inn Joint Venture aggregating $0.1 million. Subsequent to the Company’s acquisition through June 30, 2019, the Company has made an aggregate of $0.7 million (including $0.1 million during the six months ended June 30, 2019) of additional capital contributions to the Hilton Garden Inn Joint Venture. 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 Six Months Six Months Ended Ended Ended Ended (amounts in thousands) June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Revenues $ 3,086 $ 3,015 $ 5,094 $ 3,185 Property operating expenses 1,765 1,902 3,270 1,971 General and administrative costs (22) 2 (22) 2 Depreciation and amortization 627 635 1,269 635 Operating income 716 476 577 577 Interest expense (520) (463) (1,026) (488) Net (loss)/income $ 196 $ 13 $ (449) $ 89 Company's share of net (loss)/income (50.00%) $ 98 $ 7 $ (225) $ 45 The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: As of As of (amounts in thousands) June 30, 2019 December 31, 2018 Investment property, net $ 57,716 $ 58,799 Cash 927 554 Other assets 1,524 1,218 Total assets $ 60,167 $ 60,571 Mortgage payable, net $ 34,793 $ 34,766 Other liabilities 1,045 867 Members' capital 24,329 24,938 Total liabilities and members' capital $ 60,167 $ 60,571 |