Investments in Unconsolidated Affiliated Real Estate Entities | 3. Investments in Unconsolidated Affiliated Real Estate Entities The entities 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 real estate entities is as follows: Schedule of investments in the unconsolidated affiliated real estate As of Entity Date of Ownership March 31, December 31, LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) March 27, 2018 50.00 % $ 11,022 $ 11,180 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00 % 12,467 12,365 Total investments in unconsolidated affiliated real estate entities $ 23,489 $ 23,545 Hilton Garden Inn Joint Venture On March 27, 2018, the Company and Lightstone Value Plus REIT II, Inc. (“Lightstone REIT II”), a REIT also sponsored by the Company’s Sponsor and a related party, acquired, through the Hilton Garden Inn Joint Venture, a 183-room, limited-service hotel located at 29-21 41 st 60.0 25.0 35.0 50.0 The Company paid $ 12.9 50.0 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 has entered into certain amendments with respect 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 million for the period from April 1, 2020 through September 30, 2020 until March 27, 2023; (ii) a 100 bps reduction in the interest rate spread to LIBOR + 2.15 4.03 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 The Hilton Garden Inn Joint Venture is currently in compliance with respect to all of its financial debt covenants. Subsequent to the Company’s acquisition of its 50.0 2.8 2.0 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: Schedule of condensed income statement (amounts in thousands) For the For the Revenues $ 2,168 $ 1,419 Property operating expenses 1,428 872 General and administrative costs 10 10 Depreciation and amortization 620 635 Operating income/(loss) 110 (98 ) Interest expense (427 ) (397 ) Net loss $ (317 ) $ (495 ) Company’s share of net loss (50.00%) $ (158 ) $ (247 ) The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: Schedule of condensed balance sheet As of As of (amounts in thousands) March 31, December 31, Investment property, net $ 51,829 $ 52,415 Cash 3,610 2,841 Other assets 710 1,204 Total assets $ 56,149 $ 56,460 Mortgage payable, net $ 33,129 $ 33,115 Other liabilities 1,577 1,585 Members’ capital 21,443 21,760 Total liabilities and members’ capital $ 56,149 $ 56,460 Williamsburg Moxy Hotel Joint Venture On August 5, 2021, the Company formed the Williamsburg Moxy Hotel Joint Venture with Lightstone Value Plus REIT IV, Inc. (“Lightstone REIT IV”), a REIT also sponsored by the Company’s Sponsor and a related party, pursuant to which the Company acquired 25% of Lightstone REIT IV’s membership interest in Bedford Avenue Holdings LLC for aggregate consideration of $ 7.9 Subsequent to its initial acquisition, the Company made additional capital contributions to the Williamsburg Moxy Hotel Joint Venture of $ 4.4 0.1 Bedford Avenue Holdings LLC previously acquired four adjacent parcels of land located at 353-361 Bedford Avenue in Brooklyn, New York, on which it is developing and constructing a 210-room branded hotel (the “Williamsburg Moxy Hotel”). As a result, the Company and Lightstone REIT IV have 25% and 75% membership interests, respectively, in the Williamsburg Moxy Hotel Joint Venture. The Company has determined that the Williamsburg Moxy Hotel Joint Venture is a variable interest entity and the Company is not the primary beneficiary, as it was determined that REIT IV is the primary beneficiary. The Company accounts for its membership interest in the Williamsburg Moxy Hotel Joint Venture in accordance with the equity method because it exerts significant influence over but does not control the Williamsburg Moxy Hotel Joint Venture. All capital contributions and distributions of earnings from the Williamsburg Moxy Hotel 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 Williamsburg Moxy Hotel Joint Venture are made to the members pursuant to the terms of the Williamsburg Moxy Hotel Joint Venture’s operating agreement. The Williamsburg Moxy Hotel is currently under construction and expected to open during the fourth quarter of 2022. For the three months ended March 31, 2022, the Williamsburg Moxy Hotel Joint Venture incurred general and administrative costs of $ 62 16 Moxy Construction Loan On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility for up to $77.0 million (the “Moxy Construction Loan”) scheduled to mature on February 5, 2024, with two, six-month extension options, subject to the satisfaction of certain conditions. The Moxy Construction Loan bears interest at LIBOR plus 9.00%, subject to a 9.50% floor, with monthly interest-only payments based on a rate of 7.50% with the accrued and unpaid interest added to the outstanding loan balance and due at maturity. The Moxy Construction Loan is collateralized by the Williamsburg Moxy Hotel. As of March 31, 2022 and December 31, 2021, the outstanding principal balance of the Moxy Construction Loan was $ 29.5 0.3 18.6 0.1 47.8 In connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture has provided certain completion and carry cost guarantees. Williamsburg Moxy Hotel Joint Venture Financial Information The following table represents the condensed balance sheet for the Williamsburg Moxy Hotel Joint Venture: Schedule of condensed balance sheet As of As of (amounts in thousands) March 31, December 31, Construction in progress $ 83,799 $ 73,000 Cash 661 101 Other assets 711 423 Total assets $ 85,171 $ 73,524 Loan payable, net $ 26,209 $ 14,844 Other liabilities 9,693 9,822 Members’ capital 49,269 48,858 Total liabilities and members’ capital $ 85,171 $ 73,524 |