Investments in Unconsolidated Affiliated Real Estate Entities | 4. Investments in Unconsolidated Affiliated Real Estate Entities The entities listed 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 the unconsolidated affiliated real estate entities is as follows: As of Entity Date of Ownership Ownership % September 30, 2019 December 31, 2018 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 $ 14,931,124 $ 17,214,789 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) March 31, 2017 13,411,527 13,569,066 Total investments in unconsolidated affiliated real estate entities $ 28,342,651 $ 30,783,855 The Cove Joint Venture On January 31, 2017, the Company, through its wholly owned subsidiary, REIT IV COVE LLC along with LSG Cove LLC, an affiliate of the Sponsor and a related party, REIT III COVE LLC, a subsidiary of the operating partnership of Lightstone Value Plus Real Estate Investment Trust III, Inc., a real estate investment trust also sponsored by the Company’s Sponsor and a related party and Maximus Cove Investor LLC (“Maximus”), an unrelated third party, completed the acquisition of all of RP Cove, L.L.C’s membership interest in RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) for aggregate consideration of approximately $255.0 million (the “Cove Transaction”). The Cove Joint Venture owns and operates The Cove at Tiburon (the “Cove”), a 281‑unit, luxury waterfront multifamily residential property located in Tiburon, California. Prior to entering into The Cove Transaction, Maximus previously owned a separate noncontrolling interest in the Cove Joint Venture. The Company paid approximately $20.0 million for a 22.5% membership interest in the Cove Joint Venture. The Company’s ownership interest in the Cove Joint Venture is a non-managing interest. The Company has determined that the Cove Joint Venture is a variable interest entity but the Company is not the primary beneficiary. The Company accounts for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Cove Joint Venture. All capital contributions and distributions of earnings from the Cove 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 Cove Joint Venture are made to the members pursuant to the terms of the Cove Joint Venture’s operating agreement. An affiliate of Maximus is the asset manager of the Cove and receives certain fees as defined in the Property Management Agreement for the management of the Cove. The Company commenced recording its allocated portion of profit/loss and cash distributions, if any, beginning as of January 31, 2017 with respect to its membership interest of 22.5% in the Cove Joint Venture. Subsequent to the Company’s acquisition through September 30, 2019, the Company has made an aggregate of $2.3 million (including $0.1 million during the nine months ended September 30, 2019) of additional capital contributions to the Cove Joint Venture. During the three months ended September 30, 2019, the Company received aggregate distributions of $0.3 million from the Cove Joint Venture. In connection with the closing of the Cove Transaction, the Cove Joint Venture simultaneously entered into a $175.0 million loan (the “Loan”) which was initially scheduled to mature on January 31, 2020. The Loan required monthly interest payments through its maturity date. The Loan bore interest at Libor plus 3.85%. The Loan was collateralized by the Cove and an affiliate of the Company’s Sponsor (the “Guarantor”) had guaranteed the Cove Joint Venture’s obligation to pay the outstanding balance of the Loan up to approximately $43.8 million (the “Loan Guarantee”). The members had agreed to reimburse the Guarantor for any balance that may become due under the Loan Guarantee, of which the Company’s share was up to approximately $10.9 million. On May 8, 2019, the Cove Joint Venture entered into loans aggregating $180.0 million (the “Cove Loans”). The Cove Loans mature in five years and require monthly interest payments through their maturity dates. The Cove Loans bear interest at a weighted average of LIBOR (with a floor of 2.0%) plus 2.15% and are collateralized by the Cove. The Cove Joint Venture used the proceeds from the Cove Loans to fully repay the Loan. In connection with the refinancing, the Cove Joint Venture incurred a loss on the early extinguishment of debt of approximately $1.5 million during the second quarter of 2019, of which the Company’s proportionate share was approximately $0.3 million. The Cove Joint Venture Financial Information The Company’s carrying value of its interest in the Cove Joint Venture differs from its share of member’s equity reported in the condensed balance sheets of the Cove Joint Venture due to the Company’s basis of its investment in excess of the historical net book value of the Cove Joint Venture. The Company’s additional basis allocated to depreciable assets is being recognized on a straight-line basis over the lives of the appropriate assets. The following table represents the condensed income statements for the Cove Joint Venture: For the For the For the For the Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended (amounts in thousands) September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018 Revenues $ 4,227 $ 3,672 $ 11,912 $ 10,905 Property operating expenses 1,297 1,239 3,774 3,660 General and administrative costs 17 41 83 136 Depreciation and amortization 2,884 2,420 8,620 7,214 Operating income/(loss) 29 (28) (565) (105) Loss on debt extinguishment — — (1,526) — Interest expense and other, net (2,019) (2,833) (7,470) (8,145) Net loss $ (1,990) $ (2,861) $ (9,561) $ (8,250) Company's share of net loss (22.50%) $ (448) $ (644) $ (2,151) $ (1,856) Adjustment to depreciation and amortization expense (1) (10) (10) (30) (87) Company's loss from investment $ (458) $ (654) $ (2,181) $ (1,943) The following table represents the condensed balance sheets for the Cove Joint Venture: As of As of (amounts in thousands) September 30, 2019 December 31, 2018 Real estate, at cost (net) $ 140,738 $ 148,441 Cash and restricted cash 3,093 2,138 Other assets 1,722 1,810 Total assets $ 145,553 $ 152,389 Mortgage payable, net $ 178,254 $ 174,098 Other liabilities 1,800 2,776 Members' deficit (1) (34,501) (24,485) Total liabilities and members' deficit $ 145,553 $ 152,389 (1) The adjustment to depreciation and amortization expense relates to the difference between the Company’s basis in the Cove Joint Venture and the amount of the underlying equity in net assets of the Cove Joint Venture. 40 East End Ave. Joint Venture On March 31, 2017, the Company entered into a joint venture agreement (the “40 East End Ave. Transaction”) with SAYT Master Holdco LLC, an entity majority-owned and controlled by David Lichtenstein, who also majority owns and controls the Company’s Sponsor, and a related party, (the “40 East End Seller”), providing for the Company to acquire 33.3% of the 40 East End Seller’s approximate 100% membership interest in 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) for aggregate consideration of approximately $10.3 million. The Company’s ownership interest in the 40 East End Ave. Joint Venture is a non-managing interest. Because the Company exerts significant influence over but does not control the 40 East End Ave. Joint Venture, it accounts for its ownership interest in the 40 East End Ave. Joint Venture in accordance with the equity method of accounting. All contributions to and distributions of earnings from the 40 East End Ave. 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 40 East End Ave. Joint Venture are made to the members pursuant to the terms of its operating agreement. The Company commenced recording its allocated portion of earnings and cash distributions, if any, from the 40 East End Ave. Joint Venture beginning as of March 31, 2017 with respect to its membership interest of approximately 33.3% in the 40 East End Ave. Joint Venture. Additionally, Lightstone Value Plus Real Estate Investment Trust, Inc. (“Lightstone I”), a real estate investment trust also sponsored by the Company’s Sponsor, has made $30.0 million of preferred equity contributions to a subsidiary of the 40 East End Ave. Joint Venture, pursuant to an instrument that entitles Lightstone I to monthly preferred distributions at a rate of 12% per annum. No distributions may be paid to the members until the Preferred Contributions are redeemed in full. The 40 East End Ave. Joint Venture, through affiliates, has acquired a parcel of land located at the corner of 81 st Street and East End Avenue in the Upper East Side neighborhood of New York City on which it is developing a luxury residential project consisting of 29 condominium units (the “40 East End Ave. Project”). On March 21, 2017, the 40 East End Ave. Joint Venture obtained financing from a financial institution of up to $85.3 million (the “Mortgage Payable”) for the land acquisition and construction of the 40 East End Ave. Project. The Mortgage Payable initially matures on September 21, 2020 but may be further extended one additional year, subject to satisfaction of certain conditions. The Mortgage Payable bears interest at Libor plus 4.50% (subject to floor of 5.00%) and is collateralized by the 40 East End Ave. Project. During the initial term, the monthly interest due on the Mortgage Payable is funded under the remaining availability under the Mortgage Payable and thereafter, interest is payable monthly and principal payments are required to be made from condominium sales proceeds. As of September 30, 2019, construction of the 40 East End Ave. Project was substantially complete. The Company’s Sponsor (the “40 East End Guarantor”) has provided certain guarantees with respect to the Mortgage Payable, including a completion guarantee and a carry costs guarantee for the 40 East End Ave. Project. The members have agreed to reimburse the 40 East End Guarantor for any balance that may become due under the guarantees (the “40 East End Guarantee”), of which the Company’s share is 33.3%. The Company has determined that the fair value of the 40 East End Guarantee is immaterial. Subsequent to the Company’s acquisition through September 30, 2019, it has made an aggregate of $4.6 million (including $0.8 million during the nine months ended September 30, 2019) of additional capital contributions to the 40 East End Ave. Joint Venture. The 40 East End Ave. Joint Venture Financial Information The following table represents the condensed income statements for the 40 East End Ave. Joint Venture: For the For the For the For the Three Months Three Months Nine Months Nine Months (amounts in thousands) September 30, 2019 September 30, 2018 Ended September 30, 2019 Ended September 30, 2018 Revenues $ 5,086 $ — $ 5,086 $ — Cost of goods sold 4,742 — 4,742 — Other expenses 334 533 1,346 547 Depreciation and amortization — 308 534 407 Operating income/(loss) 10 (841) (1,536) (954) Interest expense and other, net (1,287) — (1,257) — Net loss $ (1,277) $ (841) $ (2,793) $ (954) Company's share of net loss (33.3%) $ (425) $ (280) $ (930) $ (318) The following table represents the condensed balance sheets for the 40 East End Ave. Joint Venture: As of As of (amounts in thousands) September 30, 2019 December 31, 2018 Real estate inventory $ 144,919 $ 131,397 Cash and restricted cash 6,582 303 Other assets 354 229 Total assets $ 151,855 $ 131,929 Mortgage payable, net $ 76,887 $ 51,976 Other liabilities 4,224 9,145 Members' capital 70,744 70,808 Total liabilities and members' capital $ 151,855 $ 131,929 |