Investment in Unconsolidated Affiliated Real Estate Entity | 4. Investment in Unconsolidated Affiliated Real Estate Entity 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 Sponsor, 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 Manhattan in New York City. The 40 East End Avenue Project received its final TCO in March 2020 and through June 30, 2022, 19 of the condominium units have been sold. On December 19, 2019, the 40 East End Ave. Joint Venture obtained financing (the “Condo Loan”) from a financial institution of $ 95.2 90.2 5.0 December 19, 2021 LIBOR plus 2.45% On December 30, 2021, the 40 East End Ave. Joint Venture and the financial institution amended the Condo Loan providing for an extension of the maturity date to December 20, 2022 and revisions to the timing and amounts of required principal payments to be made from proceeds from the sale of condominium units. Pursuant to the amended terms of the Condo Loan, the 40 East End Ave. Joint Venture would have been required to make a principal paydown on May 20, 2022, if the then outstanding principal balance of the Condo Loan had not been paid down to at least $ 26.5 17.3 19.2 As discussed above, the Condo Loan is currently scheduled to mature on December 20, 2022. If the Condo Loan has not been repaid in full before its maturity date, the 40 East End Ave. Joint Venture intends to seek a further extension to the maturity date . The 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 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 an aggregate of $ 80.5 9.5 3.5 11.0 6.0 Subsequent to the Company’s acquisition through June 30, 2022, it has made an aggregate of $ 6.2 0.3 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 2022 For the Three Months Ended 2021 For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Revenues $ 13,884 $ - $ 18,678 $ 10,507 Cost of goods sold 13,377 - 18,037 10,279 Impairment of real estate inventory - 1,232 112 1,232 Other expenses 362 582 749 1,224 Operating income/(loss) 145 (1,814 ) (220 ) (2,228 ) Interest expense and other, net (383 ) (915 ) (811 ) (1,877 ) Net loss $ (238 ) $ (2,729 ) $ (1,031 ) $ (4,105 ) Company’s share of net loss (33.3%) $ (79 ) $ (909 ) $ (344 ) $ (1,367 ) 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, 2022 December 31, 2021 Real estate inventory $ 57,065 $ 74,481 Cash and restricted cash 196 767 Other assets 435 436 Total assets $ 57,696 $ 75,684 Mortgage payable, net $ 19,143 $ 36,391 Other liabilities 414 972 Members’ capital 38,139 38,321 Total liabilities and members’ capital $ 57,696 $ 75,684 |