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 Ownership% March 31, 2018 December 31, 2017 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 17,404,901 $ 17,805,871 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) March 31, 2017 33.30 % 13,211,470 12,911,770 Total investments in unconsolidated affiliated real estate entities $ 30,616,371 $ 30,717,641 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 Company’s 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 80.0 175.0 32 over 20.1 In connection with the acquisition, the Company paid the Advisor an acquisition fee of $ 0.6 1.0 The Company paid approximately $ 20.0 22.5 0.4 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. 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. (amounts in thousands) For the Three Months For the Period January 31, Revenue $ 3,596 $ 2,074 Property operating expenses 1,228 633 General and administrative costs 48 126 Depreciation and amortization 2,396 1,584 Operating loss (76) (269) Interest expense and other, net (2,571) (1,477) Net loss $ (2,647) $ (1,746) Company's share of net loss (22.50%) $ (595) $ (393) Additional depreciation and amortization expense (1) (180) (120) Company's loss from investment $ (775) $ (513) As of As of (amounts in thousands) March 31, 2018 December 31, 2017 Real estate, at cost (net) $ 149,033 $ 149,727 Cash and restricted cash 2,178 2,538 Other assets 1,667 1,541 Total assets $ 152,878 $ 153,806 Mortgage payable, net $ 173,472 $ 173,534 Other liabilities 2,678 2,830 Members' deficit (1) (23,272) (22,558) Total liabilities and members' deficit $ 152,878 $ 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 0.3 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 st As of As of (amounts in thousands) March 31, 2018 December 31, 2017 Real estate inventory $ 103,040 $ 93,228 Cash and restricted cash 739 765 Other assets 227 227 Total assets $ 104,006 $ 94,220 Mortgage payable, net $ 29,835 $ 20,792 Other liabilities 4,437 4,593 Members' capital 69,734 68,835 Total liabilities and members' capital $ 104,006 $ 94,220 |