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 September 30, December 31, LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”) March 27, 2018 50.00% $ 9,497 $ 9,604 Bedford Avenue Holdings LLC (the “Williamsburg Moxy Hotel Joint Venture”) August 5, 2021 25.00% 10,603 12,151 Total investments in unconsolidated affiliated real estate entities $ 20,100 $ 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%, 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. During the nine months ended September 30, 2023, the Company made capital contributions to the Hilton Garden Inn Joint Venture of $ 0.4 0.1 1.5 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 $ 3,482 $ 3,130 $ 8,626 $ 8,208 Property operating expenses 2,002 1,844 5,416 4,790 General and administrative costs 7 2 139 18 Depreciation and amortization 613 609 1,818 1,835 Operating income 860 675 1,253 1,565 Gain on forgiveness of debt - 516 - 516 Interest expense (627 ) (466 ) (2,078 ) (1,341 ) Net income/(loss) $ 233 $ 725 $ (825 ) $ 740 Company’s share of earnings from investment (50.0%) $ 116 $ 362 $ (413 ) $ 370 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 September 30, December 31, Investment property, net $ 48,590 $ 50,254 Cash 1,257 1,231 Other assets 1,888 1,276 Total assets $ 51,735 $ 52,761 Mortgage payable, net $ 32,250 $ 32,233 Other liabilities 1,091 1,920 Members’ capital 18,394 18,608 Total liabilities and members’ capital $ 51,735 $ 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 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 $ 0.1 2.3 0.3 0.7 An adjacent land owner previously filed a claim questioning the Williamsburg Moxy Hotel Joint Venture’s right to develop and construct the Williamsburg Moxy Hotel without his consent. On November 3, 2023, the Williamsburg Moxy Hotel Joint Venture acquired additional building rights at a contractual purchase price of $ 3.1 During the nine months ended September 30, 2023 and 2022, the Company made capital contributions to the Williamsburg Moxy Joint Venture of $ 0.8 0.3 0.1 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%, with a floor of 9.50%, to SOFR plus 9.11%, with a floor of 9.61% 5.32% 4.39% As of September 30, 2023 and December 31, 2022, the outstanding principal balance of the Moxy Construction Loan was $ 82.3 5.4 0.6 65.6 1.7 2.0 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 expects to refinance the Moxy Construction Loan (outstanding principal balance of $82.3 million as of September 30, 2023) 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 condensed statement of operations For the For the For the For the 2022 Revenues $ 7,691 $ - $ 15,750 $ - Property operating expenses 6,235 - 13,480 - Pre-opening costs 73 319 2,301 738 General and administrative costs 105 1 184 8 Depreciation and amortization 858 - 1,998 - Operating income/(loss) 420 (320 ) (2,213 ) (746 ) Interest expense (3,395 ) - (7,365 ) - Net loss $ (2,975 ) $ (320 ) $ (9,578 ) $ (746 ) Company’s share of net loss (25.00%) $ (744 ) $ (80 ) $ (2,395 ) $ (187 ) 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 September 30, December 31, Investment property, net $ 123,881 $ 114,615 Cash 2,393 752 Other assets 4,268 2,346 Total assets $ 130,542 $ 117,713 Mortgage payable, net $ 81,752 $ 63,631 Other liabilities 6,963 6,064 Members’ capital 41,827 48,018 Total liabilities and members’ capital $ 130,542 $ 117,713 |