Investments in Unconsolidated Affiliated Real Estate Entities | 4 . Investments in Unconsolidated Affiliated Real Estate Entities The entities listed below are or were 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 % June 30, 2020 December 31, 2019 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 $ — $ 13,846,410 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) March 31, 2017 11,794,773 12,551,394 Total investments in unconsolidated affiliated real estate entities $ 11,794,773 $ 26,397,804 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 was a non-managing interest. The Company determined that the Cove Joint Venture was a variable interest entity but the Company was not the primary beneficiary. The Company accounted for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting because it exerted significant influence over but did not control the Cove Joint Venture. All capital contributions and distributions of earnings from the Cove Joint Venture were 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 beginning as of January 31, 2017 with respect to its 22.5% membership interest in the Cove Joint Venture. Subsequent to the Company’s acquisition of its 22.5% membership interest in the Cove Joint Venture, it made an aggregate of $2.6 million of additional capital contributions and received aggregate distributions of $0.9 million. All of these additional capital contributions were made and distributions received in periods prior to 2020. On December 17, 2019, REIT IV Cove LLC, REIT III Cove LLC, LSG Cove LLC (collectively, the “Redeemers”), Maximus and the Cove Joint Venture entered into a redemption agreement (the “Redemption Agreement”), pursuant to which the Cove Joint Venture would redeem the membership interests of the Redeemers for an aggregate redemption price of approximately $87.6 million. On February 12, 2020, the Cove Joint Venture completed the redemption of the Redeemers’ membership interests in the Cove Joint Venture pursuant to the terms of the Redemption Agreement for an aggregate redemption price of approximately $87.6 million. In connection, with the redemption of its 22.5% membership interest in the Cove Joint Venture, the Company received proceeds of approximately $21.9 million which resulted in a gain on the disposition of investment in unconsolidated affiliated real estate entity of approximately $8.2 million during the first quarter of 2020, which is included on the consolidated statements of operations for the six months ended June 30, 2020. As a result of the redemption of its 22.5% membership interest in the Cove Joint Venture on February 12, 2020, the Company no longer has an ownership interest in the Cove Joint Venture. The Cove Joint Venture Financial Information The Company’s carrying value of its interest in the Cove Joint Venture differed from its share of member’s equity reported in the condensed balance sheet of the Cove Joint Venture because the Company’s basis of its investment was in excess of the historical net book value of the Cove Joint Venture. The Company’s additional basis was allocated to depreciable assets was 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 period For the For the January 1 Three Months Six Months through Ended Ended (amounts in thousands) Feburary 12, 2020 June 30, 2019 June 30, 2019 Revenue $ 1,375 $ 3,992 $ 7,685 Property operating expenses 430 1,237 2,477 General and administrative costs 13 24 66 Depreciation and amortization 960 2,899 5,736 Operating loss (28) (168) (594) Loss on debt extinguishment — (1,526) (1,526) Interest expense and other, net (652) (2,517) (5,451) Net loss $ (680) $ (4,211) $ (7,571) Company's share of net loss (22.50%) $ (153) $ (947) $ (1,703) Additional depreciation and amortization expense (1) (5) (10) (20) Company's loss from investment $ (158) $ (957) $ (1,723) The following table represents the condensed balance sheet for the Cove Joint Venture: As of (amounts in thousands) December 31, 2019 Real estate, at cost (net) $ 138,045 Cash and restricted cash 1,491 Other assets 1,141 Total assets $ 140,677 Mortgage payable, net $ 178,353 Other liabilities 1,339 Members' deficit (1) (39,015) Total liabilities and members' deficit $ 140,677 (1) The adjustment to depreciation and amortization expense related 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 approximately 33.3% of the 40 East End Seller’s approximate 100% membership interest in the 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 our Sponsor, made $30.0 million of preferred equity contributions (the "Preferred 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, owns the 40 East End Avenue Project, a substantially completed luxury residential 29-unit condominium project located at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of New York City. The 40 East End Avenue Project received its final TCO in March 2020. On March 21, 2017, the 40 East End Ave. Joint Venture obtained financing from a financial institution of up to $85.3 million (the “40 East End Ave. Mortgage”) for the land acquisition and construction of the 40 East End Ave. Project. On December 19, 2019, the 40 East End Ave. Joint Venture entered into a loan (the “Condo Loan”) with a financial institution of up to $95.2 million, of which approximately $90.2 million was initially funded at closing and the remaining $5.0 million was subsequently advanced in April 2020. The Condo Loan, which has an outstanding balance of $95.2 million as of June 30, 2020, matures in two years and bears interest at Libor plus 2.45%, which is payable monthly, and principal payments are required to be made from condominium sales proceeds. If principal paydowns from condominium sales proceeds do not reduce the outstanding principal balance of the Condo Loan to at least $81.0 million and $73.0 million as of December 19, 2020 and June 19, 2021, respectively, then the 40 East End Ave. Joint Venture will be required to make balloon payments in the amounts necessary to reach these thresholds. At closing, the 40 East End Ave. Joint Venture used a portion of the proceeds from the Condo Loan to (i) fully repay the then outstanding principal balance of $80.3 million plus accrued and unpaid interest of $0.2 million for the 40 East End Ave. Mortgage and (ii) redeem $9.5 million of Lightstone I’s Preferred Contributions. Because of the potential impact of COVID-19 on condominium sales, the 40 East End Ave. Joint Venture is currently seeking forbearance from the lender with respect to any required balloon payments and an extension to the maturity date of the Condo Loan. However, there can be no assurance that the 40 East End Ave. Joint Venture will be successful in such endeavors. In connection with the refinancing, the 40 East End Ave. Joint Venture recognized a loss on the early extinguishment of debt of approximately $0.8 million during the fourth quarter of 2019, of which the Company’s proportionate share was approximately $0.3 million. The Company’s Sponsor and its affiliates (collectively, the “40 East End Guarantors”) have provided certain guarantees with respect to the Condo Loan and the members have agreed to reimburse the 40 East End Guarantors for any balance that may become due under the guarantees (the “40 East End Guarantee”), of which the Company’s share is approximately 33.3%. The Company has determined that the fair value of its share of the 40 East End Guarantee is immaterial. On December 26, 2019, the 40 East End Ave. Joint Venture redeemed an additional $3.5 million of Lightstone I’s Preferred Contributions. As a result, Lightstone I’s remaining outstanding Preferred Contributions were $17.0 million as of December 31, 2019. Subsequently, an additional $11.0 million of Lightstone I’s Preferred Contributions were redeemed on February 13, 2020 reducing Lightstone I’s Preferred Contributions to $6.0 million as of June 30, 2020. Subsequent to the Company’s acquisition through June 30, 2020, it has made an aggregate of $4.6 million of additional capital contributions to the 40 East End Ave. Joint Venture. All of these additional capital contributions were made in periods prior to 2020. 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 Ended Three Months Ended Six Months Six Months (amounts in thousands) June 30, 2020 June 30, 2019 Ended June 30, 2020 Ended June 30, 2019 Revenues $ — $ — $ 12,902 $ — Cost of goods sold — — 11,581 — Other expenses 545 619 1,248 1,012 Depreciation and amortization — 214 — 537 Operating (loss)/income (545) (833) 73 (1,549) Interest expense and other, net (1,023) 30 (2,345) 30 Net loss $ (1,568) $ (803) $ (2,272) $ (1,519) Company's share of net loss (33.3%) $ (522) $ (268) $ (757) $ (505) The following table represents the condensed balance sheets for the 40 East End Ave. Joint Venture: As of As of (amounts in thousands) June 30, 2020 December 31, 2019 Real estate inventory $ 129,747 $ 139,170 Cash and restricted cash 8,638 7,739 Other assets 665 637 Total assets $ 139,050 $ 147,546 Mortgage payable, net 94,281 89,102 Other liabilities 2,001 2,404 Members' capital 42,768 56,040 Total liabilities and members' capital $ 139,050 $ 147,546 |