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, 2021, the book value of these investments was $3.2 billion, net of investments with negative book values totaling $96.0 million for which we have an implicit commitment to fund future capital needs. As of June 30, 2021, 800 Third Avenue, 21 East 66th Street, and certain properties within the Stonehenge Portfolio are VIEs in which we are not the primary beneficiary. As of December 31, 2020, 800 Third Avenue, 21 East 66th Street, 605 West 42nd Street, and certain properties within the Stonehenge Portfolio were VIEs in which we were not the primary beneficiary. Our net equity investment in these VIEs was $87.7 million and $134.0 million as of June 30, 2021 and December 31, 2020, 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, 2021: Property Partner Ownership (1) Economic (1) Unaudited Approximate Square Feet 100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000 717 Fifth Avenue Wharton Properties/Private Investor 10.92% 10.92% 119,500 800 Third Avenue Private Investors 60.52% 60.52% 526,000 919 Third Avenue New York State Teacher's Retirement System 51.00% 51.00% 1,454,000 11 West 34th Street Private Investor/Wharton Properties 30.00% 30.00% 17,150 280 Park Avenue Vornado Realty Trust 50.00% 50.00% 1,219,158 1552-1560 Broadway (2) Wharton Properties 50.00% 50.00% 57,718 10 East 53rd Street Canadian Pension Plan Investment Board 55.00% 55.00% 354,300 21 East 66th Street (3) Private Investors 32.28% 32.28% 13,069 650 Fifth Avenue (4) Wharton Properties 50.00% 50.00% 69,214 121 Greene Street Wharton Properties 50.00% 50.00% 7,131 Stonehenge Portfolio Various Various Various 1,439,016 11 Madison Avenue PGIM Real Estate 60.00% 60.00% 2,314,000 400 East 57th Street (5) BlackRock, Inc and Stonehenge Partners 51.00% 41.00% 290,482 One Vanderbilt Avenue National Pension Service of Korea/Hines Interest LP 71.01% 71.01% 1,657,198 Worldwide Plaza (6) RXR Realty / New York REIT 24.95% 24.95% 2,048,725 1515 Broadway Allianz Real Estate of America 56.87% 56.87% 1,750,000 2 Herald Square Israeli Institutional Investor 51.00% 51.00% 369,000 115 Spring Street Private Investor 51.00% 51.00% 5,218 15 Beekman (7) A fund managed by Meritz Alternative Investment Management 20.00% 20.00% 221,884 85 Fifth Avenue Wells Fargo 36.30% 36.30% 12,946 One Madison Avenue (8) National Pension Service of Korea/Hines Interest LP 50.50% 50.50% 1,048,700 (1) Ownership interest and economic interest represent the Company's interests in the joint venture as of June 30, 2021. Changes in ownership or economic interests within the current year are disclosed in the notes below. (2) 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. (3) We hold a 32.28% interest in three retail units and one residential unit at the property and a 16.14% interest in three residential units at the property. (4) The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. (5) In October 2016, we sold a 49% interest in this property. 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% remaining interest being shown within investments in unconsolidated joint ventures on our balance sheet. In April 2021, we entered into contract to sell our interest in the property. In connection with this contract, we recorded a charge of $5.7 million, which is included in depreciable real estate reserves and impairment in the consolidated statements of operations. This transaction is expected to close in the third quarter of 2021 subject to customary closing conditions. (6) In May 2021, the Company and RXR Realty jointly acquired the 1.2% interest in the property previously held by a private investor. This resulted in an increase in the Company's ownership interest of 0.6%. (7) In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company. (8) In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and the deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted in the recognition of a fair value adjustment of $187.5 million in 2020 and a fair value adjustment of $2.7 million during the six months ended June 30, 2021. The fair value of our investment was determined by the terms of the joint venture agreement governing the capitalization of the project. The partners have committed aggregate equity to the project totaling no less than $492.2 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 49.5%. At June 30, 2021, the total of the two partners' ownership interests based on equity contributed was 9.0%. Disposition of Joint Venture Interests or Properties The following table summarizes the investments in unconsolidated joint ventures disposed of during the six months ended June 30, 2021: Property Ownership Interest Disposed Disposition Date Gross Asset Valuation (in millions) (Loss) Gain on Sale (in millions) (1) (2) 885 Third Avenue (3) N/A January 2021 N/A N/A 55 West 46th Street - Tower 46 25.0% March 2021 $ 275.0 $ (15.2) 605 West 42nd Street - Sky 20.0% June 2021 $ 858.1 $ 8.9 (1) Represents the Company's share of the gain or loss. (2) The (loss) gain on sale is net of $1.4 million of employee compensation accrued in connection with the realization of the investment gains during the six months ended June 30, 2021. Additionally, the amounts do not include adjustments for expenses recorded in subsequent periods. (3) In January 2021, pursuant to the partnership documents of our 885 Third Avenue investment, certain participating rights of the common member expired. As a result, it was determined that we are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions." 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 mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases at June 30, 2021 and December 31, 2020, respectively, are as follows (dollars in thousands): Property Economic (1) Initial Maturity Final Maturity Date (2) Interest Rate (3) June 30, 2021 December 31, 2020 Fixed Rate Debt: 717 Fifth Avenue (mortgage) 10.92 % July 2022 July 2022 4.45 % $ 300,000 $ 300,000 717 Fifth Avenue (mezzanine) 10.92 % July 2022 July 2022 5.50 % 355,328 355,328 650 Fifth Avenue (mortgage) 50.00 % October 2022 October 2022 4.46 % 210,000 210,000 650 Fifth Avenue (mezzanine) 50.00 % October 2022 October 2022 5.45 % 65,000 65,000 21 East 66th Street 32.28 % April 2023 April 2028 3.60 % 12,000 12,000 919 Third Avenue 51.00 % June 2023 June 2023 5.12 % 500,000 500,000 1515 Broadway 56.87 % March 2025 March 2025 3.93 % 811,275 820,607 11 Madison Avenue 60.00 % September 2025 September 2025 3.84 % 1,400,000 1,400,000 800 Third Avenue 60.52 % February 2026 February 2026 3.37 % 177,000 177,000 400 East 57th Street (4) 41.00 % November 2026 November 2026 3.00 % 96,666 97,024 Worldwide Plaza 24.95 % November 2027 November 2027 3.98 % 1,200,000 1,200,000 One Vanderbilt Avenue (5) 71.01 % July 2031 July 2031 2.95 % 3,000,000 — Stonehenge Portfolio (6) Various Various Various 3.50 % 195,899 195,899 885 Third Avenue — 272,000 Total fixed rate debt $ 8,323,168 $ 5,604,858 Floating Rate Debt: 280 Park Avenue 50.00 % September 2021 September 2024 L+ 1.73 % $ 1,200,000 $ 1,200,000 1552 Broadway 50.00 % October 2021 October 2022 L+ 2.65 % 195,000 195,000 2 Herald Square 51.00 % November 2021 November 2023 L+ 1.45 % 214,500 214,500 11 West 34th Street 30.00 % January 2022 January 2023 L+ 1.45 % 23,000 23,000 121 Greene Street 50.00 % November 2022 November 2022 L+ 2.00 % 13,577 15,000 115 Spring Street 51.00 % September 2023 September 2023 L+ 3.40 % 65,550 65,550 100 Park Avenue 49.90 % December 2023 December 2025 L+ 2.25 % 360,000 360,000 15 Beekman (7) 20.00 % January 2024 July 2025 L+ 1.50 % 27,002 11,212 10 East 53rd Street 55.00 % February 2025 February 2025 L+ 1.35 % 220,000 220,000 One Madison Avenue (8) 50.50 % November 2025 November 2026 L+ 3.35 % 81,971 — Property Economic (1) Initial Maturity Final Maturity Date (2) Interest Rate (3) June 30, 2021 December 31, 2020 21 East 66th Street 32.28 % June 2033 June 2033 T+ 2.75 % 654 677 One Vanderbilt Avenue (5) — 1,210,329 605 West 42nd Street — 550,000 55 West 46th Street — 192,524 Total floating rate debt $ 2,401,254 $ 4,257,792 Total joint venture mortgages and other loans payable $ 10,724,422 $ 9,862,650 Deferred financing costs, net (143,318) (113,446) Total joint venture mortgages and other loans payable, net $ 10,581,104 $ 9,749,204 (1) Economic interest represents the Company's interests in the joint venture as of June 30, 2021. 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) Reflects exercise of all available options. The ability to exercise extension options may be subject to certain tests based on the operating performance of the property. (3) Interest rates as of June 30, 2021, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over the 30-day LIBOR ("L") or 1-year Treasury ("T"). (4) In April 2021, we entered into a contract to sell our interest in the property. This transaction is expected to close in the third quarter of 2021 subject to customary closing conditions. (5) In June 2021, the Company refinanced the floating rate construction facility with a fixed rate mortgage loan. (6) Comprised of three mortgages totaling $132.4 million that mature in April 2028 and two mortgages totaling $63.5 million that mature in July 2029. (7) This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred. (8) The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to costs incurred. In conjunction with the loan, we provided partial guarantees for interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $4.2 million and $6.8 million from these services, net of our ownership share of the joint ventures, for the three and six months ended June 30, 2021, respectively. We earned $1.7 million and $3.9 million from these services, net of our ownership share of the joint ventures, for the three and six months ended June 30, 2020, 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, 2021 and December 31, 2020 are as follows (in thousands): June 30, 2021 December 31, 2020 Assets (1) Commercial real estate property, net $ 14,588,601 $ 16,143,880 Cash and restricted cash 1,279,021 357,076 Tenant and other receivables, related party receivables, and deferred rents receivable 425,129 403,883 Other assets 1,869,772 2,001,612 Total assets $ 18,162,523 $ 18,906,451 Liabilities and equity (1) Mortgages and other loans payable, net $ 10,581,104 $ 9,749,204 Deferred revenue 1,250,116 1,341,571 Lease liabilities 983,985 1,002,563 Other liabilities 350,062 464,107 Equity 4,997,256 6,349,006 Total liabilities and equity $ 18,162,523 $ 18,906,451 Company's investments in unconsolidated joint ventures $ 3,209,151 $ 3,823,322 (1) At June 30, 2021, $186.5 million of net unamortized basis differences between the amount at which our investments are carried and our share of equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining life of the underlying items having given rise to the differences. The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the three and six months ended June 30, 2021 and 2020, are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total revenues $ 289,188 $ 271,518 $ 590,729 $ 554,038 Operating expenses 42,410 35,338 88,643 86,928 Real estate taxes 54,015 51,735 108,607 105,107 Operating lease rent 5,643 6,201 11,287 12,562 Interest expense, net of interest income 79,129 79,638 157,878 165,962 Amortization of deferred financing costs 7,204 4,808 13,588 9,622 Depreciation and amortization 116,956 98,854 231,835 197,438 Total expenses 305,357 276,574 611,838 577,619 Loss on early extinguishment of debt (1,326) — (1,326) — Net loss before gain on sale $ (17,495) $ (5,056) $ (22,435) $ (23,581) Company's equity in net loss from unconsolidated joint ventures $ (12,970) $ (2,199) $ (15,834) $ (15,013) |