Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures We have investments in several real estate joint ventures with various partners. As of March 31, 2019 , the book value of these investments was $3.1 billion , net of investments with negative book values totaling $79.7 million for which we have an implicit commitment to fund future capital needs. As of March 31, 2019 and December 31, 2018 , 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 $ 869.5 million and $808.3 million as of March 31, 2019 and December 31, 2018 , 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 March 31, 2019 : 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 10,800 280 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% 57,718 August 2011 136,550 10 East 53rd Street Canadian Pension Plan Investment Board 55.00% 55.00% 354,300 February 2012 252,500 521 Fifth Avenue (5) Plaza Global 50.50% 50.50% 460,000 November 2012 315,000 21 East 66th Street (6) Private Investors 32.28% 32.28% 13,069 December 2012 75,000 650 Fifth Avenue (7) 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 (8) Various Various Various 1,439,016 February 2015 36,668 605 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 (9) BlackRock, Inc and Stonehenge Partners 51.00% 41.00% 290,482 October 2016 170,000 One Vanderbilt (10) National Pension Service of Korea/Hines Interest LP 71.01% 71.01% — January 2017 3,310,000 Worldwide Plaza RXR Realty / New York REIT / Private Investor 24.35% 24.35% 2,048,725 October 2017 1,725,000 1515 Broadway Allianz Real Estate of America 56.87% 56.87% 1,750,000 November 2017 1,950,000 2 Herald Square Israeli Institutional Investor 51.00% 51.00% 369,000 November 2018 266,000 (1) Ownership interest and economic interest represent the Company's interests in the joint venture as of March 31, 2019 . 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 asset value of the property or properties 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. We recorded our 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 joint venture. (4) The acquisition 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) In March 2019, we, along with our joint venture partner, entered into an agreement to sell this property. (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 2019, we, together with our joint venture partner, closed on the sale of one property from the Stonehenge Portfolio. This sale is further described under Sale of Joint Venture Interest of Properties below. In May 2019, we closed on the sale of our interest in one additional property from the Stonehenge Portfolio. (9) In October 2016, we sold a 49% interest in this property to an investment account managed by BlackRock, Inc. Our 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. Our joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on our balance sheet. (10) The partners' ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 29.0% . As of March 31, 2019 the total of the two partners' ownership interests based on equity contributed was 28.17% . 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 March 31, 2019 and December 31, 2018 , the carrying value for acquisition, development and construction arrangements were as follows (dollars in thousands): Loan Type March 31, 2019 December 31, 2018 Maturity Date Mezzanine Loan (1) 44,824 44,357 February 2022 $ 44,824 $ 44,357 (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. In May 2019, the Company purchased a majority and controlling interest in the underlying property. Disposition of Joint Venture Interests or Properties The following table summarizes the investments in unconsolidated joint ventures sold during the three months ended March 31, 2019 : Property Ownership Interest Disposition Date Gross Asset Valuation (in thousands) (1) Gain on Sale (in thousands) (2) 131-137 Spring Street 20.00% January 2019 $ 216,000 $ 17,660 103 East 86th Street (3) 1.00% February 2019 90,500 19 (1) Represents implied gross valuation for the joint venture or sales price of the property. (2) Represents our share of the gain. Gain amounts do not include adjustments for expenses recorded in subsequent periods. (3) Property was part of the Stonehenge Portfolio. Joint Venture Mortgages and Other Loans Payable We generally finance our joint ventures with non-recourse debt. In certain cases we may provide 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 March 31, 2019 and December 31, 2018 , respectively, are as follows (dollars in thousands): Property Economic (1) Maturity Date Interest Rate (2) March 31, 2019 December 31, 2018 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 % 500,000 500,000 1515 Broadway 56.87 % March 2025 3.93 % 851,492 855,876 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 % 99,311 99,828 Worldwide Plaza 24.35 % November 2027 3.98 % 1,200,000 1,200,000 Stonehenge Portfolio (5) (6) Various Various 4.20 % 320,047 321,076 Property Economic (1) Maturity Date Interest Rate (2) March 31, 2019 December 31, 2018 Total fixed rate debt $ 5,660,178 $ 5,666,108 Floating Rate Debt: 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 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 % 188,939 185,569 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 % 359,705 360,000 One Vanderbilt (8) 71.01 % September 2021 L+ 2.75 % 375,000 375,000 2 Herald Square (9) 51.00 % November 2021 L+ 1.55 % 133,565 133,565 605 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 % 1,552 1,571 131-137 Spring Street (10) — 141,000 103 East 86th Street (11) — 38,000 Total floating rate debt $ 3,211,761 $ 3,387,705 Total joint venture mortgages and other loans payable $ 8,871,939 $ 9,053,813 Deferred financing costs, net (111,606 ) (103,191 ) Total joint venture mortgages and other loans payable, net $ 8,760,333 $ 8,950,622 (1) Economic interest represents the Company's interests in the joint venture as of March 31, 2019 . 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 March 31, 2019 , 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 $133.6 million , $53.8 million , and $132.6 million in fixed-rate mortgages that mature in August 2019, June 2024, and April 2028, respectively. (6) In May 2019, we closed on the sale of our interest in one property from the Stonehenge Portfolio. (7) This loan has a committed amount of $195.0 million , of which $6.1 million was unfunded as of March 31, 2019 . (8) This loan is a $1.75 billion construction facility, 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) This loan has a committed amount of $150.0 million . (10) In January 2019, we closed on the sale of our interest in the property. (11) In February 2019, we, along with our joint venture partner, closed on the sale of 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, 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 $2.5 million from these services, net of our ownership share of the joint ventures, for the three months ended March 31, 2019 . We earned $3.8 million from these services, net of our ownership share of the joint ventures, for the three months ended March 31, 2018 . 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 March 31, 2019 and December 31, 2018 are as follows (in thousands): March 31, 2019 December 31, 2018 Assets (1) Commercial real estate property, net $ 14,362,952 $ 14,347,673 Cash and restricted cash 370,832 381,301 Tenant and other receivables, related party receivables, and deferred rents receivable 321,696 273,141 Debt and preferred equity investments, net 44,824 44,357 Other assets 2,191,441 2,187,166 Total assets $ 17,291,745 $ 17,233,638 Liabilities and equity (1) Mortgages and other loans payable, net $ 8,760,333 $ 8,950,622 Deferred revenue/gain 1,620,437 1,660,838 Lease liabilities 901,808 637,168 Other liabilities 341,134 309,145 Equity 5,668,033 5,675,865 Total liabilities and equity $ 17,291,745 $ 17,233,638 Company's investments in unconsolidated joint ventures $ 3,055,368 $ 3,019,020 (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, from acquisition date through the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Total revenues $ 307,519 $ 320,941 Operating expenses 54,124 59,773 Operating lease rent 5,901 4,393 Real estate taxes 54,236 57,027 Interest expense, net of interest income 96,623 89,741 Amortization of deferred financing costs 5,216 5,116 Depreciation and amortization 104,331 105,080 Total expenses 320,431 321,130 Net loss before gain on sale (1) $ (12,912 ) $ (189 ) Company's equity in net (loss) income from unconsolidated joint ventures (1) $ (5,234 ) $ 4,036 (1) The combined statements of operations and the Company's equity in net (loss) 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. |