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% $ 9,680 $ 9,604 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00% 11,400 12,151 Total investments in unconsolidated affiliated real estate entities $ 21,080 $ 21,755 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 The Company and Lightstone REIT II each have a 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 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 LIBOR plus 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% 3.2 4.0 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 statements of operations for the Hilton Garden Inn Joint Venture for the periods indicated: Schedule of condensed statement of operations For the For the Revenues $ 2,029 $ 2,168 Property operating expenses 1,507 1,428 General and administrative costs 26 10 Depreciation and amortization 609 620 Operating (loss)/income (113 ) 110 Interest expense (626 ) (427 ) Net loss $ (739 ) $ (317 ) Company’s share of net loss (50.00%) $ (370 ) $ (158 ) The following table represents the condensed balance sheets for the Hilton Garden Inn Joint Venture as of the dates indicated: Schedule of condensed balance sheet As of As of March 31, December 31, Investment property, net $ 49,716 $ 50,254 Cash 1,290 1,231 Other assets 1,023 1,276 Total assets $ 52,029 $ 52,761 Mortgage payable, net $ 32,232 $ 32,233 Other liabilities 1,038 1,920 Members’ capital 18,759 18,608 Total liabilities and members’ capital $ 52,029 $ 52,761 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 capital contributions to the Williamsburg Moxy Hotel Joint Venture of $ 4.4 0.1 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. 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 $ 1.7 An adjacent land owner has filed a claim questioning the Williamsburg Moxy Hotel Joint Venture’s right to develop and construct the Williamsburg Moxy Hotel without his consent. The Williamsburg Moxy Hotel Joint Venture is currently responding to this claim and management believes it will, in due course, be recognized that the adjacent owner waived his right to object in 2017 when he signed a waiver, consent and subordination allowing the future development of our property as it exists today. While this matter is currently pending in the court system, the continued use of the property will ultimately be determined by the government of New York City and management has a number of avenues that it believes are viable paths to unfettered certificates of occupancy. While any dispute has an element of uncertainty, management currently believes that the likelihood of an unfavorable outcome with respect to any of the aforementioned proceedings is remote. No provision for loss has been recorded in connection therewith. See Note 9 for additional information. 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 LIBOR plus 9.00%, subject to a 9.50% floor March 31, 2023 and December 31, 2022 was 4.86% 4.39% As of March 31, 2023 and December 31, 2022, the outstanding principal balance of the Moxy Construction Loan was $ 75.6 2.8 1.5 65.6 1.7 2.0 4.2 13.86% 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 0.8 March 31, 2023 and December 31, 2022 Williamsburg Moxy Hotel Joint Venture Financial Information The following table represents the condensed statements of operations for the Williamsburg Moxy Joint Venture for the periods indicated: Schedule of condensed statement of operations For the For the Revenues $ 953 $ - Property operating expenses 1,340 - Pre-opening costs 1,735 - General and administrative costs 32 62 Depreciation and amortization 271 - Operating loss (2,425 ) (62 ) Interest expense (808 ) - Net loss $ (3,233 ) $ (62 ) Company’s share of net loss (25.00%) $ (808 ) $ (16 ) The following table represents the condensed balance sheets for the Williamsburg Moxy Hotel Joint Venture as of the dates indicated: Schedule of condensed balance sheet As of As of March 31, December 31, Investment property, net $ 122,669 $ 114,615 Cash 1,791 752 Other assets 5,016 2,346 Total assets $ 129,476 $ 117,713 Mortgage payable, net $ 74,111 $ 63,631 Other liabilities 10,354 6,064 Members’ capital 45,011 48,018 Total liabilities and members’ capital $ 129,476 $ 117,713 |