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 Ownership % December 31, December 31, LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) March 27, 2018 50.00 % $ 9,604 $ 11,180 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00 % 12,151 12,365 Total investments in unconsolidated affiliated real estate entities $ 21,755 $ 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 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 The Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15%, subject to a 5.03% floor, initially provided for monthly interest-only payments for the first 30 months of its term with principal and interest payments pursuant to a 25-year amortization schedule thereafter, and the remaining unpaid balance due in full at its maturity on March 27, 2023. The Hilton Garden Inn Mortgage is collateralized by the Hilton Garden Inn – Long Island City. The Company and Lightstone REIT II 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% in the Hilton Garden Inn Joint Venture. 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 previously 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 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 As of December 31, 2022, the Hilton Garden Inn Joint Venture was in compliance with respect to all of its financial debt covenants. Subsequent to the Company’s acquisition of its 50.0 2.8 4.0 2.0 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. Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed statement of operations for the Hilton Garden Inn Joint Venture for the period indicated: Schedule of condensed income statement For the For the Revenues $ 11,353 $ 7,545 Property operating expenses 6,646 4,306 General and administrative costs 21 34 Depreciation and amortization 2,443 2,496 Operating income 2,243 709 Interest expense and other, net (1,997 ) (1,755 ) Gain on forgiveness of debt 516 381 Net income/(loss) $ 762 $ (665 ) Company’s share of net income/(loss) (50.00%) $ 381 $ (333 ) 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) December 31, December 31, Investment property, net $ 50,254 $ 52,415 Cash 1,231 2,841 Other assets 1,276 1,204 Total assets $ 52,761 $ 56,460 Mortgage payable, net $ 32,233 $ 33,115 Other liabilities 1,920 1,585 Members’ capital 18,608 21,760 Total liabilities and members’ capital $ 52,761 $ 56,460 Williamsburg Moxy Hotel Joint Venture On August 5, 2021, the Company formed a 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, which effective on that date became the Williamsburg Moxy Hotel Joint Venture, for aggregate consideration of $ 7.9 Subsequent to its acquisition, the Company has made additional net capital contributions to the Williamsburg Moxy Hotel Joint Venture of $ 4.3 In July 2019, Lightstone REIT IV, through its then wholly owned subsidiary, Bedford Avenue Holdings LLC, previously acquired four adjacent parcels of land located at 353-361 Bedford Avenue in the Williamsburg neighborhood in the Brooklyn borough of New York City, from unrelated third parties, for the development of 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. Therefore, 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. As of December 31, 2022, the Williamsburg Moxy Hotel Joint Venture incurred and capitalized to construction in progress an aggregate of $ 114.6 6.6 1.7 In preparation for the opening of the Williamsburg Moxy Hotel, which opened on March 7, 2023, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $ 1.5 No An adjacent land owner has questioned the Williamsburg Moxy Hotel Joint Venture’s right to develop and construct 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”) to fund the development, construction and certain pre-opening costs associated with the Williamsburg Moxy Hotel. The Moxy Construction Loan is scheduled to initially 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% As of December 31, 2022 and 2021, the outstanding principal balance of the Moxy Construction Loan was $ 65.6 1.7 2.0 18.6 0.1 3.7 11.4 13.39 In connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture has provided certain completion and carry cost guarantees. Furthermore, in connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $3.7 million of loan fees and expenses and accrued $0.8 million of loan exit fees which are due at the initial maturity date and are included in other liabilities on the condensed balance sheets as of both December 31, 2022 and 2021. Williamsburg Moxy Hotel Joint Venture Financial Information The Williamsburg Moxy Hotel Joint Venture had no operating results from August 5, 2021 (date of acquisition) through December 31, 2021. The following table represents the condensed statement of operations for the Williamsburg Moxy Joint Venture for the period indicated: Schedule of condensed statement of operations For the Pre-opening costs $ 1,505 General and administrative costs 8 Net loss $ (1,513 ) Company’s share of net loss (25%) $ (378 ) The following table represents the condensed balance sheets for the Williamsburg Moxy Hotel Joint Venture: Schedule of condensed balance sheet As of As of December 31, December 31, Construction in progress $ 114,615 $ 73,000 Cash 752 101 Other assets 2,346 423 Total assets $ 117,713 $ 73,524 Loans payable, net $ 63,631 $ 14,844 Other liabilities 6,064 9,822 Members’ capital 48,018 48,858 Total liabilities and members’ capital $ 117,713 $ 73,524 |