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, Hilton Garden Inn Joint Venture March 27, 2018 50.00 % $ 9,405 $ 9,604 Williamsburg Moxy Hotel Joint Venture August 5, 2021 25.00 % 10,835 12,151 Total investments in unconsolidated affiliated real estate entities $ 20,240 $ 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% Except as discussed below, 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. On June 2, 2020, the Hilton Garden Inn Mortgage was amended to provide for the deferral of 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 1.3 $37 The Company and Lightstone REIT II each have a 50% As of December 31, 2023, the Hilton Garden Inn Joint Venture is in compliance with respect to all of its financial covenants. During the year ended December 31, 2023, the Company made capital contributions to the Hilton Garden Inn Joint Venture of $ 0.4 0.3 2.0 Hilton Garden Inn Joint Venture Financial Information The following table represents the condensed statement of operations for the Hilton Garden Inn Joint Venture: Schedule of condensed income statement For the For the Revenues $ 12,417 $ 11,353 Property operating expenses 7,571 6,646 General and administrative costs 139 21 Depreciation and amortization 2,429 2,443 Operating income 2,278 2,243 Interest expense and other, net (2,972 ) (1,997 ) Gain on forgiveness of debt - 516 Net (loss)/income $ (694 ) $ 762 Company’s share of net (loss)/income (50.0%) $ (347 ) $ 381 The following table represents the condensed balance sheet for the Hilton Garden Inn Joint Venture: Schedule of condensed balance sheet As of As of December 31, December 31, Investment property, net $ 48,001 $ 50,254 Cash 1,741 1,231 Other assets 1,816 1,276 Total assets $ 51,558 $ 52,761 Mortgage payable, net $ 32,273 $ 32,233 Other liabilities 1,075 1,920 Members’ capital 18,210 18,608 Total liabilities and members’ capital $ 51,558 $ 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 related party REIT also sponsored by the Company’s Sponsor, 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 Lightstone 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. On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a development agreement (the “Development Agreement”) with an affiliate of the Sponsor (the “Williamsburg Moxy Developer”) pursuant to which the Williamsburg Moxy Developer was paid a development fee equal to 3% of hard and soft costs, as defined in the Development Agreement, incurred in connection with the development and construction of the Williamsburg Moxy Hotel. Additionally on August 5, 2021, the Williamsburg Moxy Hotel Joint Venture obtained construction financing for the Williamsburg Moxy Hotel as discussed below. Furthermore, certain affiliates of the Sponsor are reimbursed for various development and development-related costs attributable to the Williamsburg Moxy Hotel. 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 $ 2.3 1.5 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 years ended December 31, 2023 and 2022, the Company made capital contributions to the Williamsburg Moxy Joint Venture of $ 1.6 0.3 0.1 Moxy Construction Loan On August 5, 2021, the Williamsburg Moxy Hotel Joint Venture entered into a recourse construction loan facility with a financial institution 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 which was scheduled to initially mature on February 5, 2024, has been further extended to May 4, 2024, and has two remaining extension options to August 5, 2024 and February 5, 2025, respectively, subject to the satisfaction of certain conditions. The Moxy Construction Loan is collateralized by the Williamsburg Moxy Hotel. The Moxy Construction Loan provided for a replacement benchmark rate in connection with the phase-out of LIBOR and effective after June 30, 2023, the Moxy Construction Loan’s interest rate converted from LIBOR plus 9.00%, with a floor of 9.50%, to SOFR plus 9.11%, with a floor of 9.61%. The Moxy Construction Loan requires monthly interest-only payments based on a rate of 7.50% and the excess added to the outstanding loan balance due at maturity. SOFR as of December 31, 2023 was 5.35%. LIBOR as of December 31, 2022 was 4.39%. As of December 31, 2023 and 2022, the outstanding principal balance of the Moxy Construction Loan was $ 83.8 6.9 0.1 65.6 1.7 2.0 14.46% 3.0 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 million of loan fees and expenses and accrued $0.8 million of loan exit fees which are now due at the extended maturity date of May 4, 2024 and are included in other liabilities on the balance sheets as of both December 31, 2023 and 2022. The Williamsburg Moxy Hotel Joint Venture currently expects to refinance the Moxy Construction Loan (outstanding principal balance of $83.8 million as of December 31, 2023) on or before its extended maturity date of May 4, 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 extended maturity date of May 4, 2024, it will then seek to exercise the two remaining extension options. Williamsburg Moxy Hotel Joint Venture Financial Information The following table represents the condensed statement of operations for the Williamsburg Moxy Joint Venture: Schedule of condensed income statement For the For the Revenues $ 23,336 $ - Property operating expenses 18,820 - Pre-opening costs 2,339 1,505 General and administrative costs 253 8 Depreciation and amortization 2,905 - Operating loss (981 ) (1,513 ) Interest expense (10,860 ) - Net loss $ (11,841 ) $ (1,513 ) Company’s share of net loss (25.00%) $ (2,961 ) $ (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, Investment property, net $ 126,603 $ 114,615 Cash 3,453 752 Other assets 2,385 2,346 Total assets $ 132,441 $ 117,713 Loans payable, net $ 83,666 $ 63,631 Other liabilities 6,023 6,064 Members’ capital 42,752 48,018 Total liabilities and members’ capital $ 132,441 $ 117,713 |