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, 2023, the book value of these investments was $3.2 billion, net of investments with negative book values totaling $122.5 million for which we have an implicit commitment to fund future capital needs. As of June 30, 2023 and December 31, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $78.7 million and $86.2 million as of June 30, 2023 and December 31, 2022, 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, 2023: 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 11 Madison Avenue PGIM Real Estate 60.00% 60.00% 2,314,000 One Vanderbilt Avenue National Pension Service of Korea / Hines Interest LP 71.01% 71.01% 1,657,198 Worldwide Plaza 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 (5) A fund managed by Meritz Alternative Investment Management 20.00% 20.00% 221,884 85 Fifth Avenue Wells Fargo 36.27% 36.27% 12,946 One Madison Avenue (6) National Pension Service of Korea / Hines Interest LP / International Investor 25.50% 25.50% 1,048,700 220 East 42nd Street A fund managed by Meritz Alternative Investment Management 51.00% 51.00% 1,135,000 450 Park Avenue (7) Korean Institutional Investor / Israeli Institutional Investor 50.10% 25.10% 337,000 5 Times Square RXR Realty led investment group 31.55% 31.55% 1,131,735 245 Park Avenue (8) U.S. Affiliate of Mori Trust Co., Ltd 50.10% 50.10% 1,782,793 (1) Ownership interest and economic interest represent the Company's interests in the joint venture as of June 30, 2023. Changes in ownership or economic interests within the current year are disclosed in the notes below. (2) The joint venture that owns 1552 Broadway 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 two 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 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company. (6) 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 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. 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 $501.8 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 49.5%. As of June 30, 2023, the total of the two partners' ownership interests based on equity contributed was 40.0%. In 2021, the Company admitted an additional partner to the development project for a committed aggregate equity investment totaling no less than $259.3 million. The partner's indirect ownership interest in the joint venture is based on its capital contributions, up to an aggregate maximum of 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at June 30, 2023 and December 31, 2022. (7) The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property. (8) In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of ($17.0 million) during the three and six months ended June 30, 2023. The fair value of our investment was determined by the terms of the joint venture agreement. Disposition of Joint Venture Interests or Properties The following table summarizes the investments in unconsolidated joint ventures sold during the six months ended June 30, 2023: Property Ownership Interest Disposed Disposition Date Gross Asset Valuation (in millions) Loss on Sale (in millions) (1) 121 Greene Street 50.0% February 2023 $ 14.0 $ (0.3) (1) Represents the Company's share of the loss. 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, 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 as of June 30, 2023 and December 31, 2022, respectively, are as follows (dollars in thousands): Property Economic (1) Maturity Final Maturity Date (2) Interest Rate (3) June 30, 2023 December 31, 2022 Fixed Rate Debt: 717 Fifth Avenue 10.92 % July 2022 (4) July 2022 (4) 5.02% $ 655,328 $ 655,328 280 Park Avenue 50.00 % September 2023 September 2024 6.06% 1,200,000 1,200,000 650 Fifth Avenue 50.00 % October 2023 January 2024 5.45% 65,000 65,000 220 East 42nd Street 51.00 % June 2024 June 2025 5.86% 505,412 510,000 5 Times Square 31.55 % September 2024 September 2026 7.20% 444,711 400,000 10 East 53rd Street 55.00 % February 2025 February 2025 5.35% 220,000 220,000 1515 Broadway 56.87 % March 2025 March 2025 3.93% 772,221 782,321 450 Park Avenue 25.10 % June 2025 June 2027 6.10% 267,000 267,000 11 Madison Avenue 60.00 % September 2025 September 2025 3.84% 1,400,000 1,400,000 One Madison Avenue (5) 25.50 % November 2025 November 2026 3.94% 606,858 467,008 800 Third Avenue 60.52 % February 2026 February 2026 3.37% 177,000 177,000 919 Third Avenue 51.00 % April 2026 April 2028 6.11% 500,000 500,000 245 Park Avenue 50.10 % June 2027 June 2027 4.30% 1,768,000 — Worldwide Plaza 24.95 % November 2027 November 2027 3.98% 1,200,000 1,200,000 One Vanderbilt Avenue 71.01 % July 2031 July 2031 2.95% 3,000,000 3,000,000 21 East 66th Street — 12,000 Total fixed rate debt $ 12,781,530 $ 10,855,657 Floating Rate Debt: 11 West 34th Street 30.00 % February 2023 (4) February 2023 (4) L+ 1.45% $ 23,000 $ 23,000 115 Spring Street (6) 51.00 % September 2023 September 2023 L+ 3.40% 65,550 65,550 650 Fifth Avenue 50.00 % October 2023 January 2024 S+ 2.25% 210,000 210,000 2 Herald Square 51.00 % November 2023 November 2023 S+ 2.06% 182,500 182,500 100 Park Avenue 49.90 % December 2023 December 2025 S+ 2.36% 360,000 360,000 15 Beekman (7) 20.00 % January 2024 July 2025 L+ 1.50% 109,440 86,738 1552 Broadway 50.00 % February 2024 February 2024 S+ 2.75% 193,132 193,132 5 Times Square 31.55 % September 2024 September 2026 S+ 5.75% 542,360 495,924 21 East 66th Street 32.28 % April 2027 April 2027 S+ 1.75% 12,000 — 21 East 66th Street 32.28 % June 2033 June 2033 T+ 2.75% 564 586 121 Greene Street — 12,550 Total floating rate debt $ 1,698,546 $ 1,629,980 Total joint venture mortgages and other loans payable $ 14,480,076 $ 12,485,637 Deferred financing costs, net (122,897) (136,683) Total joint venture mortgages and other loans payable, net $ 14,357,179 $ 12,348,954 (1) Economic interest represents the Company's interests in the joint venture as of June 30, 2023. 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 conditions, including meeting tests based on the operating performance of the property. (3) Interest rates as of June 30, 2023, 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"), Term SOFR ("S") or 1-year Treasury ("T"). The Company is in discussions with lenders holding any remaining floating rate debt with a spread over LIBOR, to transition those loans to a spread over Term SOFR. (4) As of the date of this filing, the loan is in maturity default. The Company is in discussions with the lender on a resolution. (5) 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, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a permanent financing. (6) In August 2023, the loan maturity was extended to March 2025 and the interest rate was changed to a fixed interest rate of 5.50%. (7) This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $8.3 million and $12.9 million from these services, net of our ownership share of the joint ventures, for the three and six months ended June 30, 2023, respectively. We earned $3.0 million and $9.1 million from these services, net of our ownership share of the joint ventures, for the three and six months ended June 30, 2022, 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, 2023 and December 31, 2022 are as follows (in thousands): June 30, 2023 December 31, 2022 Assets (1) Commercial real estate property, net $ 17,981,673 $ 15,989,642 Cash and restricted cash 720,696 709,299 Tenant and other receivables, related party receivables, and deferred rents receivable 644,818 601,552 Other assets 2,713,168 2,551,426 Total assets $ 22,060,355 $ 19,851,919 Liabilities and equity (1) Mortgages and other loans payable, net $ 14,357,179 $ 12,348,954 Deferred revenue 1,161,020 1,077,901 Lease liabilities 995,571 1,000,356 Other liabilities 516,566 456,537 Equity 5,030,019 4,968,171 Total liabilities and equity $ 22,060,355 $ 19,851,919 Company's investments in unconsolidated joint ventures $ 3,228,663 $ 3,190,137 (1) At June 30, 2023, $552.3 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, 2023 and 2022, are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Total revenues $ 344,289 $ 331,699 $ 733,741 $ 666,965 Operating expenses 58,776 53,572 120,744 113,486 Real estate taxes 66,124 59,394 131,864 120,116 Operating lease rent 7,258 6,581 14,439 12,849 Interest expense, net of interest income 129,154 98,317 258,631 193,230 Amortization of deferred financing costs 7,198 6,695 14,243 13,452 Depreciation and amortization 117,402 113,959 242,668 226,672 Total expenses 385,912 338,518 782,589 679,805 Loss on early extinguishment of debt — (467) — (467) Net loss before loss on sale $ (41,623) $ (7,286) $ (48,848) $ (13,307) Company's equity in net loss from unconsolidated joint ventures $ (21,932) $ (4,550) $ (29,344) $ (9,265) |