Investments in Unconsolidated Joint Ventures | 5. Investments in Unconsolidated Joint Ventures On March 29, 2024, the joint venture that owns 60 Wall Street, in which we have a 5.0 % ownership interest, modified the existing $ 575,000,000 non-recourse mortgage loan and extended the maturity to May 2029 . In connection with the modification, the loan was split into (i) a $ 316,250,000 A-Note that bears interest at Term Secured Overnight Financing Rate (“SOFR”) plus 245 basis points, of which 4.0 % is current pay and the remaining is accrued, and (ii) a $ 258,750,000 B-Note that accrues interest at 12.0 %. The joint venture plans to redevelop the property and all amounts funded by the joint venture will be senior to the B-Note and all accrued interest. On April 30, 2024, the joint venture that owns 111 Sutter Street, in which we have a 49.0 % ownership interest, modified the existing $ 164,775,000 non-recourse mortgage loan to extend the maturity date to December 2025 . The loan bears interest at a rate of SOFR plus 215 basis points and all interest shortfalls will continue to accrue to the principal balance of the loan. On August 13, 2024, the joint venture that owns Market Center, in which we have a 67.0 % ownership interest, defaulted on the $ 416,544,000 non-recourse mortgage loan securing the property. The loan bears interest at SOFR plus 161 basis points and is scheduled to mature in January 2025 . The following tables summarize our investments in unconsolidated joint ventures as of the dates thereof and the income or loss from these investments for the periods set forth below. (Amounts in thousands) Paramount As of Our Share of Investments: Ownership September 30, 2024 December 31, 2023 712 Fifth Avenue (1) 50.0 % $ - $ - Market Center (1) 67.0 % - - 55 Second Street (2) 44.1 % 29,731 30,322 111 Sutter Street (1) 49.0 % - - 1600 Broadway (2) 9.2 % 8,274 8,646 60 Wall Street (3) 5.0 % 327 - One Steuart Lane (2) 35.0 % (4) 87,329 89,949 Oder-Center, Germany (2) 9.5 % 3,258 3,322 Investments in unconsolidated joint ventures $ 128,919 $ 132,239 For the Three Months Ended For the Nine Months Ended (Amounts in thousands) September 30, September 30, Our Share of Net (Loss) Income: 2024 2023 2024 2023 712 Fifth Avenue (1) $ - $ - $ - $ - Market Center (1) - ( 3,248 ) - ( 8,482 ) 55 Second Street (2) ( 225 ) ( 642 ) ( 590 ) ( 1,780 ) 111 Sutter Street (1) - - - - 1600 Broadway (2) - 1 1 1 60 Wall Street (3) 55 - ( 1,576 ) ( 25,001 ) One Steuart Lane (2) ( 721 ) ( 25,037 ) (5) ( 828 ) ( 27,811 ) (5) Oder-Center, Germany (2) ( 90 ) ( 48 ) ( 105 ) ( 65 ) Loss from unconsolidated joint ventures $ ( 981 ) $ ( 28,974 ) $ ( 3,098 ) $ ( 63,138 ) (1) At September 30, 2024, our basis in the joint ventures that own 712 Fifth Avenue, Market Center and 111 Sutter Street were negative. Since we have no further obligation to fund additional capital to these joint ventures, we have discontinued the equity method of accounting, and accordingly, we no longer recognize our proportionate share of earnings. Instead, we recognize income only to the extent we receive cash distributions from the joint ventures and recognize losses to the extent we make cash contributions to the joint ventures. (2) As of September 30, 2024, the carrying amount of our investments in 55 Second Street, 1600 Broadway, One Steuart Lane and Oder-Center, Germany was greater than our share of equity in these investments by $ 457 , $ 300 , $ 564 and $ 4,033 , respectively, and primarily represents the unamortized portion of our capitalized acquisition costs. (3) In the second quarter of 2023, the joint venture recognized a $ 455,893 real estate impairment loss. Accordingly, we recognized a $ 24,734 impairment loss on our investment in 60 Wall Street. This impairment, together with our share of operating losses recognized in that quarter, reduced our investment balance below zero as of June 30, 2023. As a result, in the second quarter of 2023, we discontinued the equity method of accounting. In the first quarter of 2024, the non-recourse mortgage loan was modified and the joint venture committed to fund the development costs related to the project. As a result, in the first quarter of 2024, we resumed the equity method of accounting and recognized all previously deferred losses. (4) Represents RDF’s economic interest in One Steuart Lane, a for-sale residential condominium project. Our economic interest in One Steuart Lane (based on our 7.4 % ownership interest in RDF) is 2.6 %. (5) In the third quarter of 2023, One Steuart Lane recognized $ 68,407 of impairment losses related to residential condominium units, of which RDF’s share was $ 23,942 . The following tables provide the combined summarized financial information of our unconsolidated joint ventures as of the dates thereof and for the periods set forth below. (Amounts in thousands) As of Balance Sheets: September 30, 2024 December 31, 2023 Real estate, net $ 1,606,587 $ 1,528,595 Cash and cash equivalents and restricted cash 157,328 167,355 Intangible assets, net 43,829 52,164 For-sale residential condominium units (1) 235,366 246,824 Deferred rent receivable 40,215 35,448 Other assets 43,852 48,731 Total assets $ 2,127,177 $ 2,079,117 Notes and mortgages payable, net $ 1,770,748 $ 1,744,706 Accounts payable and accrued expenses 61,749 92,770 Intangible liabilities, net 1,940 5,026 Other liabilities 74,602 5,692 Total liabilities 1,909,039 1,848,194 Equity 218,138 230,923 Total liabilities and equity $ 2,127,177 $ 2,079,117 For the Three Months Ended For the Nine Months Ended (Amounts in thousands) September 30, September 30, Income Statements: 2024 2023 2024 2023 Revenues: Rental revenue $ 35,374 $ 38,629 $ 106,557 $ 119,235 Other income (2) 2,188 874 20,432 6,492 Total revenues 37,562 39,503 126,989 125,727 Expenses: Operating (2) 23,985 92,348 (3) 80,345 142,039 (3) Depreciation and amortization 12,464 16,863 38,232 52,341 Total expenses 36,449 109,211 118,577 194,380 Other income (expense): Interest and other income 1,855 734 4,351 2,226 Interest and debt expense ( 14,782 ) ( 19,895 ) ( 44,729 ) ( 53,256 ) Gain on settlement of interest rate swap 2,498 - 2,498 - Real estate impairment loss - - - ( 455,893 ) (4) Loss before income taxes ( 9,316 ) ( 88,869 ) ( 29,468 ) ( 575,576 ) Income tax expense ( 1 ) ( 2 ) ( 26 ) ( 32 ) Net loss $ ( 9,317 ) $ ( 88,871 ) $ ( 29,494 ) $ ( 575,608 ) (1) Represents residential condominium units at One Steuart Lane that are available for sale. (2) Includes proceeds and cost of sales from the sale of residential condominium units at One Steuart Lane. (3) Includes $ 68,407 of impairment losses related to condominium units at One Steuart Lane, of which RDF’s share was $ 23,942 . See note 5 on page 13 . (4) Represents real estate impairment loss related to 60 Wall Street, of which our share was $ 24,734 . See note 3 on page 13 . |