Investments in Unconsolidated Affiliated Real Estate Entities | 4. Investments in Unconsolidated Affiliated Real Estate Entities 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 10.3 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, 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 30.0 12 The 40 East End Ave. Joint Venture, through affiliates, owns the 40 East End Avenue Project, a 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 and through June 30, 2021, eight of the condominium units have been sold. On March 21, 2017, the 40 East End Ave. Joint Venture obtained financing from a financial institution of up to $ 85.3 95.2 90.2 5.0 December 19, 2021 LIBOR plus 2.45% Pursuant to the terms of the Condo Loan, the 40 East End Ave. Joint Venture was required to make a principal paydown on December 19, 2020 if the then outstanding principal balance of the Condo Loan had not been paid down to at least $ 81.0 11.7 2.0 9.7 As of June 30, 2021, the Condo Loan had an outstanding principal balance of $ 81.0 8.0 73.0 The Condo Loan is scheduled to mature on December 19, 2021. Because of the impact of the COVID-19 pandemic on the pace of condominium unit sales, the 40 East End Ave. Joint Venture is engaged in discussions with the lender to extend 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. 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. In connection with the closing of the Condo Loan , the 40 East End Ave. Joint Venture used a portion of the initial loan proceeds to (i) fully repay the then outstanding principal balance of $ 80.3 0.2 9.5 The 40 East End Ave. Joint Venture subsequently redeemed an additional $ 3.5 11.0 Subsequent to the Company’s acquisition through June 30, 2021, it has made an aggregate of $ 5.7 9.9 11.0 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: Schedule of financial information of joint venture (amounts in thousands) For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Revenues $ - $ - $ 10,507 $ 12,902 Cost of goods sold - - 10,279 11,581 Impairment of real estate inventory 1,232 - 1,232 - Other expenses 582 545 1,224 1,248 Operating (loss)/income (1,814 ) (545 ) (2,228 ) 73 Interest expense and other, net (915 ) (1,023 ) (1,877 ) (2,345 ) Net loss $ (2,729 ) $ (1,568 ) $ (4,105 ) $ (2,272 ) Company’s share of net loss (33.3%) $ (909 ) $ (522 ) $ (1,367 ) $ (757 ) 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, December 31, Real estate inventory $ 113,991 $ 125,086 Cash and restricted cash 2,434 4,446 Other assets 660 587 Total assets $ 117,085 $ 130,119 Mortgage payable, net $ 80,537 $ 89,876 Other liabilities 1,705 1,309 Members’ capital 34,843 38,934 Total liabilities and members’ capital $ 117,085 $ 130,119 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 20.0 22.5 The Cove Joint Venture owned and operated The Cove at Tiburon (the “Cove”), a 281-unit, luxury waterfront multifamily residential property located in Tiburon, California from January 31, 2017 through February 12, 2020, As discussed below, the Company disposed of its 22.5 The Company accounted for its 22.5% membership interest in the Cove Joint Venture in accordance with the equity method of accounting because it exercised significant influence, but did not exercise financial and operating control over this entity. For the period from January 1, 2020 through February 12, 2020, the Company’s share of the Cove Joint Venture’s loss of approximately $ 0.7 0.2 On February 12, 2020, REIT IV Cove LLC, LSG Cove LLC and REIT III COVE LLC each redeemed their respective membership interests in the Cove Joint Venture for an aggregate redemption price of $ 87.6 21.9 8.2 As a result of the redemption of the Company’s 22.5% membership interest in the Cove Joint Venture on February 12, 2020, it no longer had an ownership interest in the Cove Joint Venture. During August 2020, the Company received $ 0.1 0.1 8.3 |