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 September 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, all of which have been met. During the nine months ended September 30, 2022, the 40 East End Ave. Joint Venture used an aggregate of $ 17.3 19.2 During October 2022, one additional condominium unit was sold and proceeds of $ 9.0 10.2 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 6.0 Subsequent to the Company’s acquisition through September 30, 2022, it has made an aggregate of $ 6.4 0.5 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 For the For the For the Revenues $ - $ 23,407 $ 18,678 $ 33,914 Cost of goods sold - 18,142 18,037 28,395 Impairment of real estate inventory - 239 112 1,471 Other expenses 415 628 1,164 1,878 Operating (loss)/income (415 ) 4,398 (635 ) 2,170 Interest expense and other, net (425 ) (876 ) (1,236 ) (2,753 ) Net (loss)/income $ (840 ) $ 3,522 $ (1,871 ) $ (583 ) Company’s share of net (loss)/income (33.3%) $ (280 ) $ 1,173 $ (623 ) $ (194 ) The following table represents the condensed balance sheets for the 40 East End Ave. Joint Venture: As of As of (amounts in thousands) September 30, December 31, Real estate inventory $ 57,065 $ 74,481 Cash and restricted cash 185 767 Other assets 292 436 Total assets $ 57,542 $ 75,684 Mortgage payable, net $ 19,160 $ 36,391 Other liabilities 452 972 Members’ capital 37,930 38,321 Total liabilities and members’ capital $ 57,542 $ 75,684 |