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, Hilton Garden Inn Joint Venture March 27, 2018 50 % $ 8,367 $ 9,405 Williamsburg Moxy Hotel Joint Venture August 5, 2021 25 % 9,483 10,835 Total investments in unconsolidated affiliated real estate entities $ 17,850 $ 20,240 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 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% 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% During the nine months ended September 30, 2024, the Company received distributions from the Hilton Garden Joint Venture of $ 0.9 0.1 0.1 0.4 As of September 30, 2024, the Hilton Garden Inn Joint Venture is in compliance with all of its financial debt covenants. 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 $ 3,698 $ 3,482 $ 9,473 $ 8,626 Property operating expenses 2,082 2,002 5,885 5,416 General and administrative costs 23 7 58 139 Depreciation and amortization 597 613 1,803 1,818 Operating income 996 860 1,727 1,253 Interest expense (823 ) (627 ) (2,212 ) (2,078 ) Net income/(loss) $ 173 $ 233 $ (485 ) $ (825 ) Company’s share of earnings (50.00%) $ 87 $ 116 $ (243 ) $ (413 ) 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 $ 46,311 $ 48,001 Cash 1,519 1,741 Other assets 1,732 1,816 Total assets $ 49,562 $ 51,558 Mortgage payable, net $ 32,294 $ 32,273 Other liabilities 1,134 1,075 Members’ capital 16,134 18,210 Total liabilities and members’ capital $ 49,562 $ 51,558 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 VIE 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 preparation for the opening of the Williamsburg Moxy Hotel, the Williamsburg Moxy Hotel Joint Venture incurred pre-opening costs of $ 0.1 2.3 During the nine months ended September 30, 2024 and 2023, the Company made capital contributions to the Williamsburg Moxy Joint Venture of $ 0.1 0.8 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 certain of 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, was further extended to May 4, 2024 LIBOR plus 9.00%, with a floor of 9.50%, to SOFR plus 9.11%, with a floor of 9.61%. As of December 31, 2023, the outstanding principal balance of the Moxy Construction Loan was $ 83.8 6.9 0.1 In in connection with the Moxy Construction Loan, the Williamsburg Moxy Hotel Joint Venture paid $ 3.7 0.8 Moxy Mortgage Loans On April 19, 2024, the Williamsburg Moxy Joint Venture entered into an $ 86.0 9.0 The Moxy Mortgage Loans bear interest at SOFR plus 5.10%, subject to a 8.75% floor April 19, 2027 85.8 86.0 0.8 1.0 As of September 30, 2024, the outstanding principal balance of the Moxy Mortgage Loans was $ 95.0 2.9 In connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel Joint Venture has provided certain interest and carry costs guarantees. Furthermore, in connection with the Moxy Mortgage Loans, $3.2 million of the initial proceeds advanced at closing were used to fund reserves for interest, real estate taxes and insurance. Additionally, in connection with the Moxy Mortgage Loans, the Williamsburg Moxy Hotel Joint Venture paid an aggregate of $ 2.8 0.5 Williamsburg Moxy Hotel Joint Venture Financial Information The following table represents the condensed statements of operations for the Williamsburg Moxy Hotel Joint Venture for the periods indicated: Schedule of condensed statement of operations For the For the For the For the Revenues $ 8,462 $ 7,691 $ 21,323 $ 15,750 Property operating expenses 5,603 6,235 16,043 13,480 Pre-opening costs - 73 - 2,301 General and administrative costs 63 105 178 184 Depreciation and amortization 930 858 2,759 1,998 Operating income/(loss) 1,866 420 2,343 (2,213 ) Interest expense (2,715 ) (3,395 ) (8,854 ) (7,365 ) Net loss $ (849 ) $ (2,975 ) $ (6,511 ) $ (9,578 ) Company’s share of net loss (25.00%) $ (212 ) $ (744 ) $ (1,628 ) $ (2,395 ) Additional deprecation and amortization expense (1) (15 ) - (25 ) - Company’s net loss from investment $ (227 ) $ (744 ) $ (1,653 ) $ (2,395 ) (1) Additional depreciation and amortization expense relates to the amortization of the difference between the cost of the interest in the Williamsburg Moxy Hotel Joint Venture and the amount of the underlying equity in net assets of the Williamsburg Moxy Hotel Joint Venture. 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 $ 124,080 $ 126,603 Cash 7,009 3,453 Other assets 4,958 2,385 Total assets $ 136,047 $ 132,441 Mortgages payable, net $ 92,138 $ 83,666 Other liabilities 7,178 6,023 Members’ capital 36,731 42,752 Total liabilities and members’ capital $ 136,047 $ 132,441 |