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 % June 30, December 31, LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) March 27, 2018 50.00% $ 9,520 $ 9,604 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00% 11,057 12,151 Total investments in unconsolidated affiliated real estate entities $ 20,577 $ 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% Except as discussed below, the Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15%, subject to a 5.03% floor On June 2, 2020, the Hilton Garden Inn Mortgage was amended to provide for the deferral of the six monthly debt service payments aggregating $ 0.9 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. Subsequently, on May 31, 2023, the Hilton Garden Inn Mortgage was further amended to provide for (i) an extension of the maturity date for an additional five years, (ii) the interest rate to be adjusted to SOFR plus 3.25% (8.39% as of June 30, 2023), subject to a 6.41% floor, interest-only payments for the first two years of its extended term with principal and interest payments pursuant to a 300-month amortization schedule thereafter and the remaining unpaid balance due in full at its maturity date of May 31, 2028, (iii) the ability to draw up to an additional $3.0 million of principal, subject to the satisfaction of certain conditions, and (iv) certain changes to its financial covenants. Additionally, the Hilton Garden Inn Joint Venture will fund $1.3 million, through monthly payments of $37 from May 31, 2023 through June 1, 2026, into a cash collateral reserve account which may be drawn upon for specified capital expenditures. The Company and Lightstone REIT II each have a 50.0% 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 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 For the For the Revenues $ 3,115 $ 2,910 $ 5,144 $ 5,078 Property operating expenses 1,907 1,518 3,414 2,946 General and administrative costs 106 6 132 16 Depreciation and amortization 596 606 1,205 1,226 Operating income 506 780 393 890 Interest expense (825 ) (448 ) (1,451 ) (875 ) Net (loss)/income $ (319 ) $ 332 $ (1,058 ) $ 15 Company’s share of net (loss)/income (50.00%) $ (159 ) $ 166 $ (529 ) $ 8 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 June 30, December 31, Investment property, net $ 49,131 $ 50,254 Cash 1,042 1,231 Other assets 1,677 1,276 Total assets $ 51,850 $ 52,761 Mortgage payable, net $ 32,231 $ 32,233 Other liabilities 1,178 1,920 Members’ capital 18,441 18,608 Total liabilities and members’ capital $ 51,850 $ 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 5.3 0.6 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. The Williamsburg Moxy Hotel was substantially completed and opened for business on March 7, 2023. In connection with the opening of the hotel, including its food and beverage venues, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $ 0.5 2.2 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 5.22% 4.39% As of June 30, 2023 and December 31, 2022, the outstanding principal balance of the Moxy Construction Loan was $ 78.4 4.0 1.0 65.6 1.7 2.0 2.6 14.22% 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 The Williamsburg Moxy Hotel Joint Venture currently intends to refinance the Moxy Construction Loan on or before its initial maturity date of February 5, 2024; however, there can be no assurances that it will be successful in such endeavors. If the Williamsburg Moxy Hotel Joint Venture is unable to refinance the Moxy Construction Loan on or before its initial maturity date, it will then seek to exercise the first of its two six-month extension options. 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 investments in the unconsolidated affiliated real estate For the For the For the For the Revenues $ 7,106 $ - $ 8,059 $ - Property operating expenses 5,905 - 7,245 - Pre-opening costs 493 357 2,228 419 General and administrative costs 47 7 79 7 Depreciation and amortization 869 - 1,140 - Operating loss (208 ) (364 ) (2,633 ) (426 ) Interest expense (3,162 ) - (3,970 ) - Net loss $ (3,370 ) $ (364 ) $ (6,603 ) $ (426 ) Company’s share of net loss (25.00%) $ (843 ) $ (91 ) $ (1,651 ) $ (107 ) 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 June 30, December 31, Investment property, net $ 123,859 $ 114,615 Cash 1,630 752 Other assets 3,285 2,346 Total assets $ 128,774 $ 117,713 Mortgage payable, net $ 77,403 $ 63,631 Other liabilities 7,731 6,064 Members’ capital 43,640 48,018 Total liabilities and members’ capital $ 128,774 $ 117,713 |