v3.26.1
Investment in Unconsolidated Affiliated Entity
3 Months Ended
Mar. 31, 2026
Investment in Unconsolidated Affiliated Real Estate Entity [Abstract]  
Investment in Unconsolidated Affiliated Entity
3.Investments in Unconsolidated Affiliated Entities

 

The entities 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 over these entities. A summary of the Company’s investments in unconsolidated affiliated entities is as follows:

 

   Date of  Ownership   As of
March 31,
   As of
December 31,
 
Entity  Ownership  %   2026   2025 
LSG Joint Venture  December 11, 2025   47.7%  $11,872   $10,517 
Columbus Joint Venture  November 29, 2022   19.0%   12,284    12,787 
                   
Total investments in unconsolidated affiliated entities          $24,156   $23,304 

 

LSG Joint Venture

 

On December 11, 2025, the Company along with LSG Enterprises LLC (the “Enterprises Member”), a wholly owned subsidiary of Lightstone Enterprises Limited (the “Lightstone BVI”), a real estate investment company indirectly owned by the Sponsor, and the Spartanburg Investor LLC (the “Co-investor”) entered into a joint venture agreement to form the Jones Road Investor Member LLC (the “LSG Joint Venture”). The Company has a 47.7% joint venture ownership interest in the LSG Joint Venture and the Enterprises Member and the Co-investor, which are both related parties, have joint venture ownership interests of 47.7% and 4.6%, respectively. Additionally, the manager of the LSG Joint Venture is the Jones Road Manager LLC, an entity wholly owned by the Lightstone BVI.

 

The Company has determined that the LSG Joint Venture is a VIE but it is not the primary beneficiary. The Company accounts for its ownership interest in the LSG Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the LSG Joint Venture. All capital contributions and distributions of earnings from the LSG 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 LSG Joint Venture are made to the members pursuant to the terms of the LSG Joint Venture’s operating agreement.

 

Jones Road Joint Venture

 

Concurrently, the LSG Joint Venture and W/L Spartanburg LLC (the “Wharton Member”), an unrelated third party, entered into a separate joint venture agreement to form Jones Road Investor LLC (the “Jones Road Joint Venture”). The LSG Joint Venture has a 95% joint venture ownership interest in the Jones Road Joint Venture and the Wharton Member has a 5% joint venture ownership interest. Accordingly, through its 47.7% ownership interest in the LSG Joint Venture the Company has an indirect 45.3% joint venture ownership interest in the Jones Road Joint Venture, which is consolidated by the LSG Joint Venture as discussed below.

 

The Company has also determined that the Jones Road Joint Venture is a VIE and the LSG Joint Venture is the primary beneficiary. As a result, the LSG Joint Venture consolidates the Jones Road Joint Venture and accounts for the Wharton Member’s joint venture ownership interest as a noncontrolling interest in its consolidated financial statements. All capital contributions to the Jones Road Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. However, earnings and distributions from the Jones Road Joint Venture are made to its members pursuant to the terms of the Jones Road Joint Venture’s operating agreement.

The Jones Road Joint Venture was formed to simultaneously acquire the Jones Road Property, a 151-acre plot of land located in Spartanburg, South Carolina, from 300 Jones Road LLC, (the “Jones Road Seller”), an unrelated third-party, at an initial contractual sales price of $18.1 million pursuant to the terms of a purchase and sale agreement (the “Jones Road Agreement”) plus $0.9 million of closing and other related transaction costs. At closing, the Jones Road Joint Venture also paid a $4.0 million refundable advance to an unrelated third-party electric power and natural gas energy company (the “Utility Company”), in exchange for a commitment (the “Phase I Energy Commitment”) from the Utility Company to supply 60 megawatts (“MW”) of electrical power to the area by September 2026. The return of the $4.0 million deposit is contingent on the Jones Road Joint Venture using certain prescribed power thresholds subsequent to the Utility Company’s fulfillment of the Phase I Energy Commitment. At closing, the LSG Joint Venture and the Wharton Member funded $21.9 million and $1.1 million, respectively. In connection with the acquisition of the Jones Road Property, the Company’s pro rata share of the total consideration was $10.4 million. Of this amount, $10.2 million was funded at closing, while the remaining $0.2 million was payable to an affiliate of Lightstone and was included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of December 31, 2025. During the first quarter of 2026, the Company paid $0.1 million to the affiliate of Lightstone. The remaining $0.1 million was included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet as of March 31, 2026.

 

The Jones Road Property consists of various land parcels, including one which is suitable for the immediate development of a data center as a result of the Phase I Energy Commitment. Approximately $11.8 million (of which the Company’s pro rata share is $5.2 million) of additional funding is expected to be required for the first phase of development in order for the 60 MW of supply to be completed by September 2026. Additionally, pursuant to the terms of the Jones Road Agreement, if more than 60 MW of power is delivered to the Jones Road Property by the Utility Company before the end of 2030, the Jones Road Seller is entitled to additional consideration of $180 per MW over the 60 MW threshold. However, any additional consideration is capped at $18.0 million and is payable as the excess power is supplied to the Jones Road Property by the Utility Company. An affiliate of the Sponsor has guaranteed the payment of any additional consideration.

 

During the three months ended March 31, 2026, the Company made additional pro rata capital contributions of $1.8 million to the LSG Joint Venture.

 

During the three months ended March 31, 2026, the LSG Joint Venture incurred expenses of $3 which resulted in a net loss of $3 of which the Company’s share was $1. The LSG Joint Venture had no results of operations during the period from its formation on December 11, 2025 through December 31, 2025, and therefore the Company did not recognize any equity earnings during the year ended December 31, 2025.

 

In connection with the acquisition of the Jones Road Property, the Company owed the Advisor a separate acquisition fee of $0.1 million (included in accounts payable, accrued expenses and other liabilities as of December 31, 2025 in the Company’s consolidated balance sheet), which is reflected in the carrying value of its investment in the LSG Joint Venture. The Company subsequently paid the Advisor the acquisition fee during the first quarter of 2026.

 

LSG Joint Venture Consolidated Financial Information (Unaudited)

 

The following table represents the condensed consolidated balance sheet for the LSG Joint Venture:

 

   As of
March 31,
   As of
December 31,
 
   2026   2025 
Land held for development  $20,625   $19,024 
Cash and restricted cash   3,167    - 
Other assets   4,000    4,000 
           
Total assets  $27,792   $23,024 
           
Other liabilities  $873   $3 
Members’ equity   26,919    23,021 
           
Total liabilities and members’ equity  $27,792   $23,024 

Columbus Joint Venture

 

On November 29, 2022, the Company, along with CRE Columbus Member (“Converge”), a majority owned subsidiary of Converge Holdings LLC, a reinsurance business owned by the Sponsor, and LEL Columbus Member LLC (the “BVI Member”), a wholly owned subsidiary of the Lightstone BVI, a real estate investment company owned by the Sponsor, entered into a joint venture agreement to form the Columbus Joint Venture for the purpose of acquiring the Columbus Properties, a portfolio of nine multifamily residential properties consisting of 2,564 units located in the Columbus, Ohio metropolitan area for a contractual purchase price of $465.0 million. The Company has a 19% joint venture ownership interest in the Columbus Joint Venture. Converge and the BVI Member, which are both related parties, have joint venture ownership interests of 19% and 62%, respectively. Additionally, the manager of the Columbus Joint Venture is LEL Bronx Manager LLC, an entity wholly owned by BVI.

 

On November 29, 2022, the Columbus Joint Venture completed the purchase of the Columbus Properties. The acquisition was funded with $74.3 million of cash and $390.7 million of aggregate proceeds from preferred investments from unrelated third-parties and loans from two financial institutions. In connection with the acquisition and financings, the total cash paid, including closing costs, was $92.3 million and the Company paid $17.5 million representing its 19.0% pro rata share. In connection with the acquisition, the Company also paid the Advisor a separate acquisition fee of $2.4 million, which is reflected in the carrying value of its investment in the Columbus Joint Venture, which is included in investments in unconsolidated affiliated entities on the consolidated balance sheets. During the three months ended March 31, 2026 and 2025, the Company made $6 and $16 respectively, of additional capital contributions to the Columbus Joint Venture.

 

The Company has determined that the Columbus Joint Venture is a VIE but it is not the primary beneficiary. The Company accounts for its ownership interest in the Columbus Joint Venture in accordance with the equity method of accounting because it exerts significant influence over but does not control the Columbus Joint Venture. All capital contributions and distributions of earnings from the Columbus 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 Columbus Joint Venture are made to the members pursuant to the terms of the Columbus Joint Venture’s operating agreement.

 

In connection with the purchase of the Columbus Properties on November 29, 2022, the Columbus Joint Venture obtained senior mortgage loans from two different financial institutions. The first financial institution provided four separate senior mortgage loans, all to subsidiaries of the Columbus Joint Venture, aggregating $133.6 million. These four senior mortgage loans all have a 10-year term, bear interest at SOFR + 2.19%, provide for monthly interest-only payments for the first six years of their term, monthly principal and interest payments thereafter, and the unpaid principal due upon maturity in December 2032. Each of these four senior mortgage loans is individually collateralized by one of the Columbus Properties (collectively, the “Columbus Portfolio I Properties”). The second financial institution provided five separate senior mortgage loans, all to subsidiaries of the Columbus Joint Venture, aggregating $167.2 million. These five senior mortgage loans all have a five-year initial term, bear interest at 4.85%, provided for monthly interest-only payments for the first two years of their term, monthly principal and interest payments thereafter and the unpaid principal due upon final maturity. These five separate mortgage loans all mature in December 2032. Each of these five senior mortgage loans is individually collateralized by one of the Columbus Properties (collectively, the “Columbus Portfolio II Properties”).

 

Additionally, in connection with the purchase of the Columbus Properties on November 29, 2022, the Columbus Joint Venture obtained an aggregate of $90.0 million in financing through two preferred investments (the “Columbus Preferred Investments”) from unrelated third parties. The first preferred investment of $38.6 million is collateralized by the Columbus Portfolio I Properties, bears interest at 11.25%, with a minimum monthly pay rate of 4.00% with any shortfall accrued to principal and has a mandatory redemption date of December 1, 2032. The second preferred investment of $51.4 million is collateralized by the Columbus Portfolio II Properties, bears interest at 11.25%, with a minimum monthly pay rate of 4.00% with any shortfall accrued to principal, and has a mandatory redemption date of December 1, 2027. As of March 31, 2026, the aggregate unpaid interest included in the outstanding principal balance of the Columbus Preferred Investments was $19.6 million. Furthermore, the Columbus Preferred Investments are subordinate to the nine senior mortgage loans.

 

Because the Columbus Preferred Investments have mandatory redemption dates, the Columbus Joint Venture treats them as financial liabilities and includes them in mortgages and loans payable on its condensed balance sheets. The Company’s Sponsor (the “Guarantor”) has fully guaranteed the nine senior mortgage loans and the Columbus Preferred Investments (the “Debt Guarantee”). Each of the members of the Columbus Joint Venture have agreed to reimburse the Guarantor for their pro rata share of any balance that becomes due under the Debt Guarantee, of which the Company’s share is up to 19%. The Company has determined that the fair value of the Debt Guarantee is immaterial.

Columbus Joint Venture Financial Information

 

The following table represents the condensed statements of operations for the Columbus Joint Venture:

 

   For the Three Months Ended
March 31,
 
   2026   2025 
Revenues  $11,699   $11,344 
           
Property operating expenses   6,019    5,526 
General and administrative expense   74    141 
Depreciation and amortization   3,422    3,265 
           
Operating income   2,184    2,412 
           
Interest expense and other, net   (6,951)   (7,021)
           
Net loss  $(4,767)  $(4,609)
           
Company’s share of net loss (19.0%)  $(906)  $(875)
Additional depreciation and amortization expense (1)   (15)   (15)
Company’s loss from investment  $(921)  $(890)

 

(1)Additional depreciation and amortization expense relates to the amortization of the difference between the cost of the interest in the Columbus Joint Venture and the amount of the underlying equity in net assets of the Columbus Joint Venture.

 

The following table represents the condensed balance sheets for the Columbus Joint Venture:

 

   As of
March 31,
   As of
December 31,
 
   2026   2025 
Investment property, net  $441,449   $443,283 
Cash and restricted cash   20,574    24,512 
Other assets   1,926    1,767 
           
Total assets  $463,949   $469,562 
           
Mortgages and loans payable, net  $402,386   $401,193 
Other liabilities   10,319    12,357 
Members' equity   51,244    56,012 
           
Total liabilities and members' equity  $463,949   $469,562