Investments in Unconsolidated Affiliated Real Estate Entities | 3. 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, and is not considered to be the primary beneficiary of these entities. As of Entity Date of Ownership June 30, December 31, RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) January 31, 2017 22.50 % $ 19,293,818 $ - 40 East End Ave. Pref Member LLC (“40 East End Ave. Joint Venture”) March 31, 2017 33.30 % 11,902,714 - Total investments in unconsolidated affiliated real estate entities $ 31,196,532 $ - The Cove Joint Venture On September 29, 2016, the Company, through its wholly owned subsidiary, REIT Cove LLC (“REIT Cove”), LSG Cove LLC (“LSG Cove”), an affiliate of the Lightstone Group, LLC, the Company’s sponsor and a related party, and Maximus Cove Investor LLC (“Maximus”), an unrelated third party (collectively, the “Buyer”), entered into an agreement of sale and purchase with an unrelated third party, RP Cove, L.L.C (the “Seller”), pursuant to which the Buyer would acquire the Seller’s membership interest in RP Maximus Cove, L.L.C. (the “Cove Joint Venture”) for approximately $ 255.0 On January 31, 2017, REIT Cove entered into an Assignment and Assumption Agreement (the “Assignment”) with another of the Company’s wholly owned subsidiaries, REIT IV COVE LLC (“REIT IV Cove”) and REIT III COVE LLC (“REIT III Cove”), 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 together with REIT IV Cove, collectively, the “Assignees”. Under the terms of the Assignment, the Assignees were assigned the rights and obligations of REIT Cove with respect to the Cove Transaction. On January 31, 2017, REIT IV Cove, REIT III Cove, LSG Cove, and Maximus (the “Members”) completed the Cove Transaction for aggregate consideration of approximately $ 255.0 80 175 20.0 22.5 573,750 1.0 The Company’s interest in the Cove Joint Venture is a non-managing interest. The Company determined that the Cove Joint Venture is a variable interest entity (“VIE”) and because the Company exerts significant influence over but does not control the Cove Joint Venture, it will account for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting. All distributions of earnings from the Cove Joint Venture will be made on a pro rata basis in proportion to each Members’ equity interest percentage. Any distributions in excess of earnings from the Cove Joint Venture will be 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 or loss and cash distributions beginning as of January 31, 2017 with respect to its membership interest of 22.5% in the Cove Joint Venture. In connection with the closing of the Cove Transaction, the Cove Joint Venture simultaneously entered into a $ 175.0 January 31, 2020 43.8 10.9 Starting in 2013, the Cove has been undergoing an extensive refurbishment which is substantially completed. The Members intend to use remaining proceeds from the Loan and to invest additional capital if necessary to complete the remainder of the refurbishment. The Guarantor provided an additional guarantee of up to approximately $ 13.4 3.3 The Company has determined that the fair value of both the Loan Guarantee and the Refurbishment Guarantee are immaterial. The Cove Joint Venture Condensed 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 sheet 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. For the Period January 31, 2017 For the Three (date of investment) Months Ended through (amounts in thousands) June 30, 2017 June 30, 2017 Revenue $ 3,127 $ 5,201 Property operating expenses 1,268 1,901 General and administrative costs 16 142 Depreciation and amortization 2,381 3,964 Operating loss (538) (806) Interest expense and other, net (2,278) (3,756) Net loss $ (2,816) $ (4,562) Company's share of net loss (22.50%) $ (633) $ (1,027) Additional depreciation and amortization expense (1) (180) (299) Company's loss from investment $ (813) $ (1,326) As of (amounts in thousands) June 30, 2017 Real estate, at cost (net) $ 152,813 Cash and restricted cash 3,262 Other assets 1,161 Total assets $ 157,236 Mortgage payable, net $ 173,116 Other liabilities 1,662 Members' deficit (1) (17,542) Total liabilities and members' deficit $ 157,236 (1) Additional 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 “Seller”), providing for the Company to acquire 33.3 100 10.3 4.8 1.6 In accordance with the Company’s charter, a majority of the Company’s board of directors, including a majority of the Company’s independent directors not otherwise interested in the transaction, approved the 40 East End Ave. Transaction as fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from unaffiliated third parties. The Company’s 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 will account 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 will be 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 will be made to the Members pursuant to the terms of its operating agreement. The Company will commence recording its allocated portion of earnings and cash distributions from the 40 East End Ave. Joint Venture beginning as of March 31, 2017 with respect to its membership interest of approximately 33.3 30.0 12 The 40 East End Ave. Joint Venture, through affiliates, owns a parcel of land located at the corner of 81 st As of (amounts in thousands) June 30, 2017 Real estate inventory $ 72,362 Cash and restricted cash 28 Other assets 100 Total assets $ 72,490 Mortgage payable, net $ 4,743 Other liabilities 1,936 Members' capital 65,811 Total liabilities and members' capital $ 72,490 |