Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures We have investments in several real estate joint ventures with various partners. As of June 30, 2018 and December 31, 2017 , 800 Third Avenue, 21 East 66th Street, 605 West 42 nd Street, 333 East 22nd Street, One Vanderbilt, and certain properties within the Stonehenge Portfolio are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $ 680.1 million and $606.2 million as of June 30, 2018 and December 31, 2017 , respectively. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies". 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 June 30, 2018 : Property Partner Ownership (1) Economic (1) Unaudited Approximate Square Feet Acquisition Date (2) Acquisition (2) (in thousands) 100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000 February 2000 $ 95,800 717 Fifth Avenue Jeff Sutton/Private Investor 10.92% 10.92% 119,500 September 2006 251,900 800 Third Avenue Private Investors 60.52% 60.52% 526,000 December 2006 285,000 919 Third Avenue (3) New York State Teacher's Retirement System 51.00% 51.00% 1,454,000 January 2007 1,256,727 11 West 34th Street Private Investor/ 30.00% 30.00% 17,150 December 2010 10,800 3 Columbus Circle (4) 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 (5) Jeff Sutton 50.00% 50.00% 57,718 August 2011 136,550 724 Fifth Avenue (6) Jeff Sutton 50.00% 50.00% 65,010 January 2012 223,000 10 East 53rd Street Canadian Pension Plan Investment Board 55.00% 55.00% 354,300 February 2012 252,500 521 Fifth Avenue Plaza Global 50.50% 50.50% 460,000 November 2012 315,000 21 East 66th Street (7) Private Investors 32.28% 32.28% 13,069 December 2012 75,000 650 Fifth Avenue (8) Jeff Sutton 50.00% 50.00% 69,214 November 2013 — 121 Greene Street Jeff Sutton 50.00% 50.00% 7,131 September 2014 27,400 55 West 46th Street Prudential Real Estate Investors 25.00% 25.00% 347,000 November 2014 295,000 Stonehenge Portfolio (9) Various Various Various 1,439,016 February 2015 36,668 131-137 Spring Street Invesco Real Estate 20.00% 20.00% 68,342 August 2015 277,750 605 West 42nd Street The Moinian Group 20.00% 20.00% 927,358 April 2016 759,000 11 Madison Avenue PGIM Real Estate 60.00% 60.00% 2,314,000 August 2016 2,605,000 333 East 22nd Street Private Investors 33.33% 33.33% 26,926 August 2016 — 400 East 57th Street (10) BlackRock, Inc and Stonehenge Partners 51.00% 41.00% 290,482 October 2016 170,000 One Vanderbilt (11) National Pension Service of Korea/Hines Interest LP 71.01% 71.01% — January 2017 3,310,000 Mezzanine Loan (12) Private Investors 33.33% 33.33% — May 2017 15,000 Worldwide Plaza RXR Realty / New York REIT / Private Investor 24.35% 24.35% 2,048,725 October 2017 1,725,000 1515 Broadway (13) Allianz Real Estate of America 56.87% 56.87% 1,750,000 November 2017 1,950,000 (1) Ownership interest and economic interest represent the Company's interests in the joint venture as of June 30, 2018 . Changes in ownership or economic interests within the current year are disclosed in the notes below. (2) Acquisition date and price represent the date on which the Company initially acquired an interest in the joint venture and the actual or implied gross purchase price for the joint venture on that date. Acquisition date and price are not adjusted for subsequent acquisitions or dispositions of interest. (3) In January 2018, the partnership agreement for our investment was modified resulting in the Company no longer having a controlling interest in this investment. As a result the investment was deconsolidated as of January 1, 2018. The Company recorded its non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was allocated to the assets and liabilities, including identified intangibles of the property. (4) 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. (5) 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. (6) In July 2018, the Company closed on the sale of substantially all of its interest in 724 Fifth Avenue to its joint venture partner. (7) 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. (8) 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. (9) In February and March 2018, the Company, together with its joint venture partner, closed on the sale of two properties from the Stonehenge Portfolio. These sales are further described under Sale of Joint Venture Interest of Properties below. (10) In October 2016, the Company sold a 49% interest in this property to an investment account managed by BlackRock, Inc. The Company's interest in the property was sold within a consolidated joint venture owned 90 % by the Company and 10 % by Stonehenge. The transaction resulted in the deconsolidation of the venture's remaining 51% interest in the property. The Company's joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on the Company's balance sheet. (11) The partners have committed aggregate equity totaling no less than $525 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 29.0% . At June 30, 2018 the total of the two partners' ownership interests based on equity contributed was 13.39% . (12) In May 2017, the Company contributed a mezzanine loan secured by a commercial property in midtown Manhattan to a joint venture and retained a 33.33% interest in the venture. The carrying value is net of $10.0 million that was sold, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting. The loan was repaid in August 2018. (13) In November 2017, the Company sold a 30 % interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method at December 31, 2017. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and recorded a $0.6 billion gain from the sale of the partial interest and related step-up in basis to fair value of the retained non-controlling interest as an adjustment to beginning retained earnings based on the application of the modified retrospective adoption approach. The Company closed on the sale of an additional 13% interest in the property to Allianz in February 2018. 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 June 30, 2018 and December 31, 2017, the carrying value for acquisition, development and construction arrangements were as follows (in thousands): Loan Type June 30, 2018 December 31, 2017 Maturity Date Preferred Equity $ 141,000 $ — September 2018 Mezzanine Loan (1) 44,483 44,823 February 2022 Mezzanine Loan (2) 28,105 26,716 July 2036 Mezzanine Loan and Preferred Equity (3) — 100,000 $ 213,588 $ 171,539 (1) We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP. (2) The Company was redeemed on this investment in July 2018. (3) The mezzanine loan was repaid and the preferred equity interest was redeemed in March 2018. Sale of Joint Venture Interests or Properties The following table summarizes the investments in unconsolidated joint ventures sold during the six months ended June 30, 2018 : Property Ownership Interest Disposition Date Type of Sale Gross Asset Valuation (in thousands) (1) Gain (Loss) on Sale (in thousands) (2) 1274 Fifth Avenue (3) 9.83% February 2018 Property $ 44,100 $ (362 ) 1515 Broadway (4) 13.00% February 2018 Ownership Interest 1,950,000 — Stonehenge Village (3) 5.00% March 2018 Property 287,000 (5,701 ) 175-225 Third Street Brooklyn, New York 95.00% April 2018 Property 115,000 19,483 1745 Broadway 56.87% May 2018 Property 633,000 52,038 Jericho Plaza 11.67% June 2018 Ownership Interest 117,400 147 (1) Represents implied gross valuation for the joint venture or sales price of the property. (2) Represents the Company's share of the gain (loss). (3) Property was part of the Stonehenge Portfolio. (4) Our investment in 1515 Broadway was marked to fair value on January 1, 2018 upon adoption of ASC 610-20. Joint Venture Mortgages and Other Loans Payable We generally finance our joint ventures with non-recourse debt. In certain cases we have provided guarantees or master leases for tenant space, which 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 June 30, 2018 and December 31, 2017 , respectively, are as follows (amounts in thousands): Property Economic (1) Maturity Date Interest Rate (2) June 30, 2018 December 31, 2017 Fixed Rate Debt: 521 Fifth Avenue 50.50 % November 2019 3.73 % $ 170,000 $ 170,000 717 Fifth Avenue (3) 10.92 % July 2022 4.45 % 300,000 300,000 717 Fifth Avenue (3) 10.92 % July 2022 5.50 % 355,328 355,328 650 Fifth Avenue (4) 50.00 % October 2022 4.46 % 210,000 210,000 650 Fifth Avenue (4) 50.00 % October 2022 5.45 % 65,000 65,000 21 East 66th Street 32.28 % April 2023 3.60 % 12,000 12,000 919 Third Avenue 51.00 % June 2023 5.12 % 500,000 — 3 Columbus Circle 48.90 % March 2025 3.61 % 350,000 350,000 1515 Broadway 56.87 % March 2025 3.93 % 864,238 872,528 11 Madison Avenue 60.00 % September 2025 3.84 % 1,400,000 1,400,000 800 Third Avenue 60.52 % February 2026 3.37 % 177,000 177,000 400 East 57th Street 41.00 % November 2026 3.00 % 100,000 100,000 Worldwide Plaza 24.35 % November 2027 3.98 % 1,200,000 1,200,000 Stonehenge Portfolio (5) Various Various 4.20 % 323,058 357,282 Total fixed rate debt $ 6,026,624 $ 5,569,138 Floating Rate Debt: 724 Fifth Avenue (6) 50.00 % April 2019 L+ 2.42 % $ 275,000 $ 275,000 280 Park Avenue 50.00 % September 2019 L+ 1.73 % 1,200,000 1,200,000 121 Greene Street 50.00 % November 2019 L+ 1.50 % 15,000 15,000 10 East 53rd Street 55.00 % February 2020 L+ 2.25 % 170,000 170,000 131-137 Spring Street 20.00 % August 2020 L+ 1.55 % 141,000 141,000 1552 Broadway 50.00 % October 2020 L+ 2.65 % 195,000 195,000 55 West 46th Street (7) 25.00 % November 2020 L+ 2.13 % 174,430 171,444 11 West 34th Street 30.00 % January 2021 L+ 1.45 % 23,000 23,000 100 Park Avenue 49.90 % February 2021 L+ 1.75 % 360,000 360,000 One Vanderbilt (8) 71.01 % September 2021 L+ 3.50 % 375,000 355,535 605 West 42nd Street 20.00 % August 2027 L+ 1.44 % 550,000 550,000 21 East 66th Street 32.28 % June 2033 1 Year Treasury+ 2.75 % 1,608 1,648 Stonehenge Portfolio Various January 2021 L+ 1.40 % 38,000 55,340 175-225 Third Street (9) — 40,000 1745 Broadway (10) — 345,000 Jericho Plaza (11) — 81,099 Total floating rate debt $ 3,518,038 $ 3,979,066 Total joint venture mortgages and other loans payable $ 9,544,662 $ 9,548,204 Deferred financing costs, net (110,924 ) (136,103 ) Total joint venture mortgages and other loans payable, net $ 9,433,738 $ 9,412,101 (1) Economic interest represents the Company's interests in the joint venture as of June 30, 2018 . Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above. (2) Interest rates as of June 30, 2018 , taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified. (3) These loans are comprised of a $300.0 million fixed rate mortgage loan and $355.3 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate. (4) These loans are comprised of a $210.0 million fixed rate mortgage loan and $65.0 million fixed rate mezzanine loan. (5) Amount is comprised of $135.7 million , $54.8 million , and $132.6 million in fixed-rate mortgages that mature in August 2019, June 2024, and April 2028, respectively. (6) In July 2018, the Company closed on the sale of substantially all of its interest in 724 Fifth Avenue to its joint venture partner. (7) This loan has a committed amount of $195.0 million , of which $20.6 million was unfunded as of June 30, 2018 . (8) This loan is a $1.5 billion construction facility, which bears interest at 350 basis points over 30-day LIBOR, with reductions in interest cost based on meeting certain conditions, and has an initial five -year term with two one -year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts. (9) In April 2018, along with our joint venture partner, we closed on the sale of the property. (10) In May 2018, along with our joint venture partner, we closed on the sale of the property. (11) In June 2018, we closed on the sale of our interest in the property. We act as the operating partner and day-to-day manager for all our joint ventures, except for Worldwide Plaza, 800 Third Avenue, 280 Park Avenue, 3 Columbus Circle, 21 East 66th Street, 605 West 42nd Street, 400 East 57th 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 $3.0 million and $6.9 million from these services, net of our ownership share of the joint ventures, for the three and six months ended June 30, 2018 , respectively. We earned $12.4 million and $17.9 million from these services, net of our ownership share of the joint ventures, for the three and six months ended June 30, 2017 , 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 June 30, 2018 and December 31, 2017 are as follows (in thousands): June 30, 2018 December 31, 2017 Assets (1) Commercial real estate property, net $ 14,193,325 $ 12,822,133 Cash and restricted cash 434,307 494,909 Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance 308,653 349,944 Debt and preferred equity investments, net 228,588 202,539 Other assets 2,254,990 1,407,806 Total assets $ 17,419,863 $ 15,277,331 Liabilities and equity (1) Mortgages and other loans payable, net $ 9,433,738 $ 9,412,101 Deferred revenue/gain 1,863,384 985,648 Other liabilities 478,916 411,053 Equity 5,643,825 4,468,529 Total liabilities and equity $ 17,419,863 $ 15,277,331 Company's investments in unconsolidated joint ventures $ 3,059,985 $ 2,362,989 (1) The combined assets, liabilities and equity for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018. The combined statements of operations for the unconsolidated joint ventures, for the three and six months ended June 30, 2018 and 2017 , are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Total revenues $ 314,195 $ 210,590 $ 635,136 $ 427,109 Operating expenses 50,356 39,147 110,129 77,941 Ground rent 4,457 4,179 8,850 8,430 Real estate taxes 55,838 35,170 112,865 70,109 Interest expense, net of interest income 91,648 59,702 181,389 115,030 Amortization of deferred financing costs 7,350 7,458 12,466 13,963 Transaction related costs — 56 — 146 Depreciation and amortization 111,495 65,944 216,575 137,109 Total expenses 321,144 211,656 642,274 422,728 Net (loss) income before gain on sale (1) $ (6,949 ) $ (1,066 ) $ (7,138 ) $ 4,381 Company's equity in net income from unconsolidated joint ventures (1) $ 4,702 $ 3,412 $ 8,738 $ 10,026 (1) The combined statements of operation and the Company's equity in net income for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018. |