Related Party Transactions and Other Arrangements | 4. Related Party Transactions and Other Arrangements The Company had an agreement with the Dealer Manager for service related to the Offering which was terminated on March 31, 2017. In addition, the Company has agreements with the Advisor to pay certain fees, in exchange for services performed by these entities and other affiliated entities. During the year ended December 31, 2016, the Company paid $ 36,298 a reduction to additional paid in capital The following table summarizes all the compensation and fees the Company paid or may pay to the Dealer Manager or to the Advisor or its affiliates, including amounts to reimburse their costs in providing services. Organization and Offering Stage Fees Amount Selling Commissions The Dealer Manager received selling commissions in an amount of up to 7 March 31, 2017 (the termination date of the Offering) , the Company has incurred $ 5.1 Dealer Manager Fee The Dealer Manager received a dealer manager fee in an amount of up to 3 March 31, 2017 (the termination date of the Offering) , the Company has incurred $ 2.5 Organization and Offering Expenses The Company reimbursed the Advisor for all organization and offering expenses that it funded in connection with the Offering, other than the selling commissions and dealer manager fee. From the Company’s inception through March 31, 2017 (the termination date of the Offering) , approximately $ 3.2 Operational Stage Fees Amount Acquisition Fee The Company pays to the Advisor or its affiliates 1 Acquisition Expenses The Company reimburses the Advisor for expenses actually incurred related to selecting, originating or acquiring investments on the Company’s behalf, regardless of whether the Company actually acquires the related investments. In addition, the Company pays third parties, or reimburses the Advisor or its affiliates, for any investment-related expenses due to third parties, including, but not limited to, legal fees and expenses, travel and communications expenses, accounting fees and expenses and other closing costs and miscellaneous expenses, regardless of whether the Company acquires the related investments. The Company estimates that total acquisition expenses (including those paid to third parties, as described above) will be approximately 0.6 5 Asset Management Fee The Company pays the Advisor or its assignees a monthly asset management fee equal to one-twelfth (1/12) of 1% of the cost of the Company’s assets. The cost of the Company’s assets means the amount funded by the Company for investments, including expenses and any financing attributable to such investments, less any principal received on such investments. Operational Stage (continued) Fees Amount Operating Expenses Beginning 12 months after the original effective date of the Offering, the Company reimburses the Advisor’s costs of providing administrative services, subject to the limitation that the Company generally will not reimburse the Advisor for any amount by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2 25 Additionally, the Company reimburses the Advisor for personnel costs in connection with other services; however, the Company does not reimburse the Advisor for (a) services for which the Advisor or its affiliates are entitled to compensation in the form of a separate fee, or (b) the salaries and benefits of the Company’s named executive officers. Liquidation/Listing Stage Fees Amount Disposition Fee For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the Company’s independent directors, the Company will pay to the Advisor or any of its affiliates a disposition fee equal to up to 1 1 Annual Subordinated Performance Fee The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of the annual return to holders of Common Shares, payable annually in arrears. Specifically, in any year in which holders of Common Shares receive payment of an 8 15 provided 10 provided further Subordinated Participation in Net Sales Proceeds (payable only if the Company is not listed on an exchange and the advisory agreement is not terminated or non-renewed) The Advisor will receive from time to time, when available, including in connection with a merger, consolidation or sale, or other disposition of all or substantially all the Company’s assets, 15 Subordinated Incentive Listing Fee (payable only if we are listed on an exchange) Upon the listing of the Common Shares on a national securities exchange, including a listing in connection with a merger or other business combination, the Advisor will receive a fee equal to 15 Liquidation/Listing Stage (continued) Fees Amount Subordinated Fee upon Termination or Non- Renewal of the Advisory Agreement Upon termination or non-renewal of the advisory agreement with or without cause, including for poor performance by the Advisor, the Advisor will be entitled to receive a fee equal to 15 provided, however For the Years Ended December 31, 2017 2016 Acquisition fee (1) $ 573,750 $ - Asset management fees (general and administrative costs) 574,072 - Total $ 1,147,822 $ - 573,750 For the Years Ended December 31, 2017 2016 Selling commissions and dealer manager fees $ 2,330,905 $ 4,968,164 Other offering costs $ 25,493 $ 1,044,980 Cumulatively, we have incurred approximately $ 7.6 3.2 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 Ownership % December 31, 2017 December 31, 2016 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 17,805,871 $ - 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) March 31, 2017 33.30 % 12,911,770 - Total investments in unconsolidated affiliated real estate entities $ 30,717,641 $ - The Cove Joint Venture On September 29, 2016, the Company, through its wholly owned subsidiary, REIT Cove LLC (“REIT Cove”) along with LSG Cove LLC (“LSG Cove”), an affiliate of 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 (the “Cove Transaction”) with an unrelated third party, RP Cove, L.L.C (the “Cove Seller”), pursuant to which the Buyer would acquire the all of the Cove 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 one 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 0.6 1.0 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 (“VIE”) and, because it exerts significant influence over but does not control the Cove Joint Venture, the Company accounts 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 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 beginning as of January 31, 2017 with respect to its membership interest of 22.5% in the Cove Joint Venture. The Cove is a multi-family complex consisting of 281-units, or 289,690 square feet, contained within 32 apartment buildings over 20.1 In connection with the closing of the Cove Transaction, the Cove Joint Venture simultaneously entered into a $ 175.0 January 31, 2020 The Loan bears interest at Libor plus 3.85% through its initial maturity and Libor plus 4.15% during each of the extension periods 43.8 10.9 Starting in 2013, the Cove has been undergoing an extensive refurbishment which is substantially completed. The Members have and intend to continue to use the remaining proceeds from the Loan and to invest additional capital if necessary to complete the refurbishment. The Guarantor has 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. During the year ended December 31, 2016, the Buyer made nonrefundable deposits of approximately $ 12.6 5.7 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 (date of investment) (amounts in thousands) through December 31, 2017 Revenue $ 12,291 Property operating expenses 4,300 General and administrative costs 249 Depreciation and amortization 8,743 Operating loss (1,001) Interest expense and other, net (8,578) Net loss $ (9,579) Company's share of net loss (22.50%) $ (2,155) Additional depreciation and amortization expense (1) (659) Company's loss from investment $ (2,814) As of (amounts in thousands) December 31, 2017 Real estate, at cost (net) $ 149,727 Cash and restricted cash 2,538 Other assets 1,541 Total assets $ 153,806 Mortgage payable, net $ 173,534 Other liabilities 2,830 Members' deficit (1) (22,558) Total liabilities and members' deficit $ 153,806 (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 “40 East End Seller”), providing for the Company to acquire 33.3 100 10.3 2.6 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 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 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) December 31, 2017 Real estate inventory $ 93,228 Cash and restricted cash 765 Other assets 227 Total assets $ 94,220 Mortgage payable, net $ 20,792 Other liabilities 4,593 Members' capital 68,835 Total liabilities and members' capital $ 94,220 Investment in Related Party 105-109 W. 28 th On November 25, 2015, the Company entered into an agreement (the “Moxy Transaction”) with various related party entities that provides for the Company to make aggregate preferred equity contributions (the “105-109 W. 28 th 20.0 th th 12 th th On August 30, 2016, the Company and the Developer further amended the Moxy Transaction so that Company’s total aggregate contributions under the 105-109 W. 28 th 17.0 37.0 The Company made an initial contribution of $ 4.0 33.0 37.0 4.5 1.9 th Subordinated Advances Related Party On March 18, 2016, the Company and its Sponsor entered into the Subordinated Agreement, a subordinated unsecured loan agreement pursuant to which the Sponsor had committed to make a significant investment in the Company of up to $ 36.0 12.0 300.0 1.48 10.00 8.0 Distributions in connection with a liquidation of the Company initially will be made to holders of its Common Shares until holders of its Common Shares have received liquidation distributions equal to their respective net investments plus a cumulative, pre-tax, non-compounded annual return of 8.0% on their respective net investments. Thereafter, only if additional liquidating distributions are available, the Company will be obligated to repay the outstanding advances under the Subordinated Agreement and accrued interest to the Sponsor, as described in the Subordinated Agreement. In the event that additional liquidation distributions are available after the Company repays its holders of common stock their respective net investments plus their 8 85.0 15.0 The Subordinated Advances and its related interest are subordinate to all of the Company’s obligations as well as to the holders of its Common Shares in an amount equal to the shareholder’s net investment plus a cumulative, pre-tax, non-compounded annual return of 8.0% and only potentially payable in the event of a liquidation of the Company. In connection with the termination of the Offering on March 31, 2017, the Company and the Sponsor terminated the Subordinated Agreement. As a result of the termination, the Sponsor is no longer obligated to make any additional Subordinated Advances to the Company. Interest will continue to accrue on the aggregate Subordinated Advances and repayment, if any, of the Subordinated Advances and accrued interest will be made according to the terms of the Subordinated Agreement disclosed above. As of both December 31, 2017 and 2016 an aggregate of approximately $ 12.6 258,817 71,863 |