Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures We have investments in several real estate joint ventures with various partners. As of September 30, 2015 and December 31, 2014 , 650 Fifth Avenue, 33 Beekman, and 3 Columbus Circle were VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $100.2 million and $146.2 million at September 30, 2015 and December 31, 2014 , respectively. All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting. The table below provides general information on each of our joint ventures as of September 30, 2015 : Property Partner Ownership Interest Economic Interest Approximate Square Feet Acquisition Date Acquisition Price (1) (in thousands) 100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000 January 2000 $ 95,800 717 Fifth Avenue Jeff Sutton/Private Investor 10.92% 10.92% 119,500 September 2006 251,900 800 Third Avenue (2) Private Investors 60.52% 60.52% 526,000 December 2006 285,000 1745 Broadway Ivanhoe Cambridge, Inc. 56.88% 56.88% 674,000 April 2007 520,000 Jericho Plaza Onyx Equities/Credit Suisse 20.26% 20.26% 640,000 April 2007 210,000 600 Lexington Avenue Canadian Pension Plan Investment Board 55.00% 55.00% 303,515 May 2010 193,000 11 West 34th Street Private Investor/ Jeff Sutton 30.00% 30.00% 17,150 December 2010 10,800 7 Renaissance Louis Cappelli 50.00% 50.00% 65,641 December 2010 4,000 3 Columbus Circle (3) The Moinian Group 48.90% 48.90% 741,500 January 2011 500,000 280 Park Avenue Vornado Realty Trust 50.00% 50.00% 1,219,158 March 2011 400,000 1552-1560 Broadway (4) Jeff Sutton 50.00% 50.00% 35,897 August 2011 136,550 724 Fifth Avenue Jeff Sutton 50.00% 50.00% 65,040 January 2012 223,000 10 East 53rd Street Canadian Pension Plan Investment Board 55.00% 55.00% 354,300 February 2012 252,500 33 Beekman (5) Harel Insurance and Finance/TNG 33 LLC 45.90% 45.90% 163,500 August 2012 31,000 521 Fifth Avenue Plaza Global Real Estate Partners LP 50.50% 50.50% 460,000 November 2012 315,000 21 East 66th Street (6) Private Investors 32.28% 32.28% 16,736 December 2012 75,000 650 Fifth Avenue (7) Jeff Sutton 50.00% 50.00% 32,324 November 2013 — 121 Greene Street Jeff Sutton 50.00% 50.00% 7,131 September 2014 27,400 175-225 Third Street Brooklyn, New York KCLW 3rd Street LLC/LIVWRK LLC 95.00% 95.00% — October 2014 74,600 55 West 46th Street Prudential Real Estate Investors 25.00% 25.00% 347,000 November 2014 295,000 Stonehenge Portfolio (8) Various Various Various 2,046,733 February 2015 36,668 131-137 Spring Street (9) Invesco Real Estate 20.00% 20.00% 68,342 August 2015 277,750 ____________________________________________________________________ (1) Acquisition price represents the actual or implied gross purchase price for the joint venture, which is not adjusted for subsequent acquisitions of additional interest. (2) In March 2015, we acquired an additional 17.56% interest in this joint venture for $67.5 million . (3) As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred. (4) The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately 13,045 square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. (5) The redevelopment project was substantially complete during the second quarter of 2015 and was conveyed to Pace University during the third quarter of 2015. In October 2015, we entered into an agreement to sell the property for $196.0 million . The transaction is expected to be completed in the first half of 2016, subject to customary closing conditions. (6) We hold a 32.28% interest in three retail and two residential units at the property and a 16.14% interest in three residential units at the property. (7) The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and our joint venture partner executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value. (8) In February 2015, we acquired an interest in a portfolio of Manhattan residential and retail properties for $40.2 million , of which $3.5 million represented an increase in ownership interest in six of our existing consolidated joint venture properties. The $40.2 million of consideration included the issuance of $40.0 million aggregate liquidation preference of 3.75% Series M Preferred Units of limited partnership interest of the Operating Partnership. In July 2015, we acquired less than 1.0% of additional interest in the Stonehenge Portfolio for a net purchase price of $1.1 million . (9) In August 2015, we sold an 80% interest in 131-137 Spring Street. These properties, which were previously wholly-owned, were accounted for in the consolidated financial statements. See Note 4, "Properties Held for Sale and Property Dispositions." Acquisition, Development and Construction Arrangements Based on the characteristics of the following arrangements, which are similar to those of an investment, combined with the expected residual profit of not greater than 50% , we have accounted for these debt and preferred equity investments under the equity method. As of September 30, 2015 and December 31, 2014 , the carrying value for acquisition, development and construction arrangements were as follows (in thousands): Loan Type September 30, 2015 December 31, 2014 Initial Maturity Date Mezzanine loan and preferred equity $ 99,856 $ 99,629 March 2016 Mezzanine loan (1) 45,907 46,246 February 2022 $ 145,763 $ 145,875 ____________________________________________________________________ (1) We have an option to convert our loan to equity interest subject to certain conditions. In addition, we have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to Generally Accepted Accounting Principles, or GAAP. As such, the embedded feature is not required to be bifurcated and the fair value accounting for the embedded feature at each reporting date is not applicable. Sale of Joint Venture Interest or Property The following table summarizes the investments in unconsolidated joint ventures sold during the nine months ended September 30, 2015: Property Ownership Percentage Disposition Date Type of Sale Gross Asset Valuation (in millions) (1) Gain (Loss) on Sale (in millions) (2) The Meadows 50.00% August 2015 Property $ 121.1 $ (1.6 ) 315 West 36th Street 35.50% September 2015 Ownership Interest 115.0 16.3 ___________________________________________________________________ (1) Represents implied gross valuation of the property. (2) Represents our share of the gain or loss. The gain on sale for 315 West 36th Street is net of employee compensation awards accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on sale. Mortgages and Other Loans Payable We generally finance our joint ventures with non-recourse debt. However, in certain cases we have provided guarantees or master leases for tenant space. These guarantees and master leases terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The first mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases at September 30, 2015 and December 31, 2014 , respectively, are as follows (amounts in thousands): Property Maturity Date Interest Rate (1) September 30, 2015 December 31, 2014 Fixed Rate Debt: 7 Renaissance December 2015 10.00 % $ 2,927 $ 2,147 11 West 34th Street January 2016 4.82 % 16,671 16,905 280 Park Avenue June 2016 6.57 % 694,846 700,171 1745 Broadway January 2017 5.68 % 340,000 340,000 Jericho Plaza (2) May 2017 5.65 % 163,750 163,750 800 Third Avenue August 2017 6.00 % 20,910 20,910 521 Fifth Avenue November 2019 3.73 % 170,000 170,000 Property Maturity Date Interest Rate (1) September 30, 2015 December 31, 2014 717 Fifth Avenue (3) July 2022 4.45 % 300,000 300,000 21 East 66th Street April 2023 3.60 % 12,000 12,000 717 Fifth Avenue (3) July 2024 9.00 % 322,769 314,381 3 Columbus Circle (4) March 2025 3.61 % 350,000 — Stonehenge Portfolio (5) Various 4.18 % 433,031 — 315 West 36th Street (6) — 25,000 Total fixed rate debt $ 2,826,904 $ 2,065,264 Floating Rate Debt: 1552 Broadway (7) April 2016 4.32 % 188,409 184,210 Other loan payable June 2016 1.09 % 30,000 30,000 650 Fifth Avenue (8) October 2016 3.70 % 65,000 65,000 175-225 Third Street December 2016 4.25 % 40,000 40,000 10 East 53rd Street February 2017 2.70 % 125,000 125,000 724 Fifth Avenue April 2017 2.62 % 275,000 275,000 33 Beekman (9) August 2017 2.94 % 71,378 52,283 600 Lexington Avenue October 2017 2.29 % 113,786 116,740 55 West 46th Street (10) October 2017 2.50 % 150,000 150,000 Stonehenge Portfolio December 2017 3.25 % 10,500 — 121 Greene Street November 2019 1.70 % 15,000 15,000 131-137 Spring Street August 2020 1.75 % 141,000 — 100 Park Avenue February 2021 1.95 % 360,000 360,000 21 East 66th Street June 2033 3.00 % 1,825 1,883 3 Columbus Circle (4) — 230,974 The Meadows (11) — 67,350 Total floating rate debt $ 1,586,898 $ 1,713,440 Total joint venture mortgages and other loans payable $ 4,413,802 $ 3,778,704 ____________________________________________________________________ (1) Effective weighted average interest rate for the three months ended September 30, 2015 , taking into account interest rate hedges in effect during the period. (2) This loan is in default as of June 30, 2015 due to the non-payment of debt service. (3) These loans are comprised of a $300.0 million fixed rate mortgage loan and $290.0 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate. (4) In March 2015, the joint venture refinanced the previous mortgage and incurred a net loss on early extinguishment of debt of $0.8 million . (5) Amount is comprised of $13.4 million , $55.8 million , $35.0 million , $7.4 million , $142.1 million , and $179.4 million in fixed-rate mortgages that mature in July 2016, June 2017, November 2017, February 2018, August 2019, and June 2024, respectively. (6) In July 2015, the joint venture refinanced the previous mortgage. In September 2015, the interest in the property was sold for a gross asset valuation of $115.0 million . (7) These loans are comprised of a $150.0 million mortgage loan and a $41.5 million mezzanine loan. As of September 30, 2015 , $1.7 million of the mortgage loan and $1.4 million of the mezzanine loan was unfunded. (8) This loan has a committed amount of $97.0 million , of which $32.0 million was unfunded as of September 30, 2015 . (9) This loan has a committed amount of $75.0 million , of which $18.4 million is recourse to us. Our partner has indemnified us for its pro rata share of the recourse guarantee. A portion of the guarantee terminates upon the joint venture reaching certain milestones. We believe it is unlikely that we will be required to perform under this guarantee. (10) This loan has a committed amount of $190.0 million , of which $40.0 million was unfunded as of September 30, 2015 . (11) In August 2015, these properties were sold and the debt was repaid. We act as the operating partner and day-to-day manager for all our joint ventures, except for 800 Third Avenue, Jericho Plaza, 280 Park Avenue, 3 Columbus Circle, 21 East 66th Street, 175-225 Third Street and the Stonehenge Portfolio. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $1.9 million , $6.8 million , $3.8 million and $15.0 million from these services for the three and nine months ended September 30, 2015 and 2014 , respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties. The combined balance sheets for the unconsolidated joint ventures, at September 30, 2015 and December 31, 2014, are as follows (in thousands): September 30, 2015 December 31, 2014 Assets Commercial real estate property, net $ 6,282,267 $ 5,275,632 Other assets 906,955 810,567 Total assets $ 7,189,222 $ 6,086,199 Liabilities and members' equity Mortgages and other loans payable $ 4,413,802 $ 3,778,704 Other liabilities 501,637 485,572 Members' equity 2,273,783 1,821,923 Total liabilities and members' equity $ 7,189,222 $ 6,086,199 Company's investments in unconsolidated joint ventures $ 1,239,008 $ 1,172,020 The combined statements of income for the unconsolidated joint ventures, from acquisition date through the three and nine months ended September 30, 2015 and 2014 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 150,638 $ 114,831 $ 423,089 $ 406,464 Operating expenses 27,647 18,530 79,478 63,575 Ground rent 4,677 2,638 9,841 7,295 Real estate taxes 23,494 15,867 65,205 48,209 Interest expense, net of interest income 51,430 40,885 147,152 137,949 Amortization of deferred financing costs 3,473 2,837 9,628 9,496 Transaction related costs 604 501 615 565 Depreciation and amortization 38,144 28,324 109,022 107,786 Total expenses 149,469 109,582 420,941 374,875 Loss on early extinguishment of debt (248 ) — (1,081 ) (6,743 ) Net income before gain on sale $ 921 $ 5,249 $ 1,067 $ 24,846 Company's equity in net income from unconsolidated joint ventures $ 3,627 $ 6,034 $ 10,651 $ 20,781 |