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 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, 2018 December 31, 2017 RP Maximus Cove, L.L.C. (the "Cove Joint Venture") January 31, 2017 22.50 % $ 17,502,476 $ 17,805,871 40 East End Ave. Pref Member LLC ( “40 East End Ave. Joint Venture”) March 31, 2017 33.30 % 13,476,867 12,911,770 Total investments in unconsolidated affiliated real estate entities $ 30,979,343 $ 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 million, which consisted of $80.0 million of cash and $175.0 million of proceeds from a loan from a financial institution. The Cove Joint Venture owns and operates The Cove at Tiburon (the “Cove”), a multi-family complex consisting of 281-units, or 289,690 square feet, contained within 32 apartment buildings over 20.1 acres originally constructed in 1967, located in Tiburon, California. In connection with the acquisition, the Company paid the Advisor an acquisition fee of $0.6 million, equal to 1.0% of the Company’s pro-rata share of the contractual purchase price which is reflected in the Company’s carrying value which is included in investments in unconsolidated affiliated real estate entities on the consolidated balance sheets. 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 not the Company accounts for its ownership interest in the Cove Joint Venture in accordance with the equity method of accounting 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 beginning as of January 31, 2017 with respect to its membership interest of 22.5% in the Cove Joint Venture. During the six months ended June 30, 2018, the Company made additional capital contributions of $1.0 million to 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”) initially scheduled to mature on January 31, 2020 with two, one-year extension options, subject to certain conditions. The Loan requires monthly interest payments through its maturity date. The Loan bears interest at Libor plus 3.85% through its initial maturity and Libor plus 4.15% during each of the extension periods. The Loan is collateralized by the Cove and an affiliate of the Company’s Sponsor (the “Guarantor”) has 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 have agreed to reimburse the Guarantor for any balance that may become due under the Loan Guarantee, of which the Company’s share is up to approximately $10.9 million. Starting in 2013, the Cove has been undergoing an extensive refurbishment which is substantially completed. The Members used the remaining proceeds from the Loan and have invested additional capital as necessary to complete the refurbishment. The Guarantor has provided an additional guarantee of up to approximately $13.4 million (the “Refurbishment Guarantee”) to provide any necessary funds to complete the remaining renovations as defined in the Loan. The Members have agreed to reimburse the Guarantor for any balance that may become due under the Refurbishment Guarantee, of which the Company’s share is up to approximately $3.3 million. 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. The following table represents the unaudited condensed income statements for the Cove Joint Venture: (amounts in thousands) For the Three Months Ended June 30, 2018 For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2018 For the Period January 31, 2017 (date of investment) through June 30, 2017 Revenues $ 3,638 $ 3,127 $ 7,233 $ 5,201 Property operating expenses 1,193 1,268 2,421 1,901 General and administrative costs 48 16 95 142 Depreciation and amortization 2,398 2,381 4,794 3,964 Operating loss (1 ) (538 ) (77 ) (806 ) Interest expense and other, net (2,741 ) (2,278 ) (5,311 ) (3,756 ) Net loss $ (2,742 ) $ (2,816 ) $ (5,388 ) $ (4,562 ) Company's share of net loss (22.50%) $ (617 ) $ (633 ) $ (1,213 ) $ (1,027 ) Adjustment to depreciation and amortization expense (1) 103 (180 ) (76 ) (299 ) Company's loss from investment $ (514 ) $ (813 ) $ (1,289 ) $ (1,326 ) The following table represents the unaudited condensed balance sheets for the Cove Joint Venture: As of As of (amounts in thousands) June 30, 2018 December 31, 2017 Real estate, at cost (net) $ 150,360 $ 149,727 Cash and restricted cash 1,369 2,538 Other assets 1,815 1,541 Total assets $ 153,544 $ 153,806 Mortgage payable, net $ 173,681 $ 173,534 Other liabilities 3,159 2,830 Members' deficit (1) (23,296 ) (22,558 ) Total liabilities and members' deficit $ 153,544 $ 153,806 (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. During the second quarter of 2018, the Company noted that the adjustment to the depreciation and amortization expense of the Cove Joint Venture was overstated in the first quarter of 2018 by approximately $0.1million, resulting in an understatement of the investment in the Cove Joint Venture and an overstatement of the net loss in the first quarter of 2018 for that amount. This misstatement was corrected in the second quarter of 2018 resulting in the overstatement of net income for the quarter of the same $0.1 million. This correction had no impact on the results of operations for the six months ended June 30, 2018 or the balance sheet as of June 30, 2018. 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 subsequently made additional capital contributions aggregating $2.6 million to the 40 East End Ave. Joint Venture during 2017. During the six months ended June 30, 2018, the Company made additional capital contributions of $0.6 million to the 40 East End Ave. Joint Venture. 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% 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. The 40 East End Ave. Joint Venture, through affiliates, owns a parcel of land located at the corner of 81st Street and East End Avenue in the Upper East Side neighborhood of New York City on which it is constructing a luxury residential project consisting of 29 condominium units (the “40 East End Ave. Project”). As of June 30, 2018, the 40 East End Ave. Project was still under development but incurred certain costs related to an off-site sales office which opened in May 2018. The following table represents the unaudited condensed income statements for the 40 East End Ave. Joint Venture: (amounts in thousands) For the Three Months June 30, 2018 For the Three Months June 30, 2017 For the Six Months Ended June 30, 2018 For the Period March 31, 2017 (date of investment) through June 30, 2017 Property operating expenses $ 14 $ - $ 14 $ - Depreciation and amortization 99 - 99 - Net loss $ (113 ) $ - $ (113 ) $ - Company's share of net loss (33.3%) $ (38 ) $ - $ (38 ) $ - The following table represents the unaudited condensed balance sheets for the 40 East End Ave. Joint Venture: As of As of (amounts in thousands) June 30, 2018 December 31, 2017 Real estate inventory $ 110,462 $ 93,228 Cash and restricted cash 781 765 Other assets 228 227 Total assets $ 111,471 $ 94,220 Mortgage payable, net $ 37,240 $ 20,792 Other liabilities 3,699 4,593 Members' capital 70,532 68,835 Total liabilities and members' capital $ 111,471 $ 94,220 |