Real Estate Fund Investments | 3 . Real Estate Fund Investments Real estate fund investments are presented at fair value on our consolidated balance sheets and are comprised of (i) Property Funds and (ii) Alternative Investment Funds. The Company Below is a summary of the fair value of fund investments on our consolidated balance sheets. (Amounts in thousands) As of Balance Sheet September 30, 2015 December 31, 2014 Real Estate Fund Investments: Property Funds $ 195,262 $ 183,216 Alternative Investment Funds 141,131 140,171 Total $ 336,393 $ 323,387 Below is a summary of the income from fund investments on our consolidated statements of income. (Amounts in thousands) Three Months Ended Nine Months Ended Income Statement September 30, 2015 September 30, 2015 Investment income $ 3,445 $ 10,793 Investment expenses 239 430 Net investment income 3,206 10,363 Net realized gains 11,955 11,955 Previously recorded unrealized gains on exited investments (6,790 ) (6,058 ) Net unrealized gains 2,562 13,966 Income from real estate fund investments $ 10,933 $ 30,226 Property Funds The purpose of the Property Funds is to invest in office buildings and related facilities primarily in New York City, Washington, D.C. and San Francisco. As of September 30, 2015, the Property Funds were comprised of (i) Fund II, (ii) Fund III, (iii) Fund VII and (iv) Fund VII-H. The following is a summary of the investments of our Property Funds. As of September 30, 2015 % Ownership 60 Wall Street One Market Plaza 50 Beale Street Fund II 10.0 % 46.3 % - - Fund III 3.1 % 16.0 % 2.0 % - Fund VII/VII-H 7.2 % - - 42.8 % Total Property Funds 62.3 % 2.0 % 42.8 % Other Investors 37.7 % 98.0 % (1) 57.2 % Total 100.0 % 100.0 % 100.0 % (1) Includes a 49.0% direct ownership interest held by us. Alternative Investment Funds The purpose of the Alternative Investment Funds is to invest primarily in real estate related debt and preferred equity investments. As of September 30, 2015, the Alternative Investment Funds were comprised of (i) PGRESS, (ii) PGRESS-H, (iii) PGRESS-A and (iv) Fund VIII, which had an aggregate of $580,200,000 of committed capital, of which we have invested $86,600,000. On September 1, 2015, PGRESS and PGRESS-H redeemed their preferred equity investment in One Court Square for $42,475,000 resulting in a realized gain on the investment of $7,455,000. On September 30, 2015, Fund VIII made a $40,000,000 mezzanine loan secured by the equity interests in the owner of 1440 Broadway, a 751,546 square foot office and retail property located in Manhattan. The loan bears interest at LIBOR plus 600 bps, matures in October 2019 and has a one-year extension option. The loan is subordinate to $265,000,000 of other debt. The following is a summary of the investments of our Alternative Investment Funds. (Amounts in thousands) % Interest/ As of Fund Investment Type Ownership Dividend Rate Initial Maturity September 30, 2015 December 31, 2014 Fund VIII Mezzanine Loans 1.7% 6.0% - 8.3% Oct-2019 - Jan-2022 $ 86,813 $ 45,947 PGRESS Funds Preferred Equity Investments 4.9% 10.3% Apr-2017 - Feb-2019 54,318 94,224 $ 141,131 $ 140,171 The Predecessor Below is a summary of realized and unrealized gains from real estate fund investments on our consolidated statement of income. (Amounts in thousands) Three Months Ended Nine Months Ended Income Statement September 30, 2014 September 30, 2014 Realized gains on real estate fund investments $ 33,432 $ 33,432 Unrealized gains on real estate fund investments 9,801 89,718 Realized and unrealized gains, net $ 43,233 $ 123,150 Asset Management Fees Our predecessor earned asset management fees from the Funds it managed. Asset management fees and expenses related to Funds included in the combined consolidated statements of income are eliminated in combination and consolidation. The limited partners’ share of such fees are reflected as a reduction of net income attributable to noncontrolling interests, which results in a corresponding increase in net income attributable to our Predecessor. Below is a summary of the asset management fees earned by our Predecessor. (Amounts in thousands) Three Months Ended Nine Months Ended Income Statement September 30, 2014 September 30, 2014 Gross asset management fees $ 7,795 $ 22,731 Eliminated fees (1) (210 ) (991 ) Net asset management fees $ 7,585 $ 21,740 (1) Eliminated fees reflect a reduction in asset management fees from the general partner interest in each of the Funds. The following tables summarize the income statements for the three and nine months ended September 30, 2014 for each of the Property Funds’ underlying investments. (Amounts in thousands) Property Funds' Underlying Investments for the Three Months Ended September 30, 2014 Statements of Income 1633 Broadway 900 Third Ave 31 West 52nd St 1301 Ave of the Americas One Market Plaza Liberty Place 1899 Penn. Ave 2099 Penn. Ave 425 Eye St Revenues: Rental income $ 39,105 $ 8,708 $ 19,885 $ 30,117 $ 17,555 $ 1,469 $ 2,027 $ 51 $ 2,639 Tenant reimbursement income 4,667 800 1,601 2,488 346 475 962 2 214 Fee and other income 1,214 198 489 870 504 16 45 9 - Total revenue 44,986 9,706 21,975 33,475 18,405 1,960 3,034 62 2,853 Expenses: Building operating 15,441 4,249 6,424 13,113 7,264 1,161 1,303 1,231 1,415 Related party management fees 768 262 353 427 191 54 68 19 91 Operating 16,209 4,511 6,777 13,540 7,455 1,215 1,371 1,250 1,506 Depreciation and amortization 3,234 1,318 8,886 12,342 8,641 - 998 - 1,400 General and administrative 23 6 25 45 170 (4 ) (3 ) 340 (30 ) Total expenses 19,466 5,835 15,688 25,927 16,266 1,211 2,366 1,590 2,876 Operating income (loss) 25,520 3,871 6,287 7,548 2,139 749 668 (1,528 ) (23 ) Unrealized gain on interest rate swaps 10,946 2,833 4,261 4,441 10,765 - - - - Interest and debt expense (13,005 ) (3,735 ) (5,622 ) (15,699 ) (13,491 ) (945 ) (1,129 ) (1,489 ) (1,277 ) Unrealized depreciation on investment in real estate - - - - - (17 ) - (5 ) - Net income (loss) before taxes 23,461 2,969 4,926 (3,710 ) (587 ) (213 ) (461 ) (3,022 ) (1,300 ) Income tax benefit (expense) - - - - - 22 97 - 21 Net income (loss) $ 23,461 $ 2,969 $ 4,926 $ (3,710 ) $ (587 ) $ (191 ) $ (364 ) $ (3,022 ) $ (1,279 ) (Amounts in thousands) Property Funds' Underlying Investments for the Nine Months Ended September 30, 2014 Statements of Income 1633 Broadway 900 Third Ave 31 West 52nd St 1301 Ave of the Americas One Market Plaza Liberty Place 1899 Penn. Ave 2099 Penn. Ave 425 Eye St Revenues: Rental income $ 112,075 $ 26,472 $ 56,106 $ 83,866 $ 53,678 $ 5,198 $ 6,071 $ 127 $ 7,939 Tenant reimbursement income 10,580 2,314 4,090 6,922 1,007 1,659 3,069 5 1,041 Fee and other income 2,438 810 3,104 2,527 2,548 39 101 19 - Total revenues 125,093 29,596 63,300 93,315 57,233 6,896 9,241 151 8,980 Expenses: Building operating 42,320 12,332 17,941 38,801 21,265 3,329 3,908 3,454 4,319 Related party management fees 2,253 787 1,008 1,264 585 186 209 21 275 Operating 44,573 13,119 18,949 40,065 21,850 3,515 4,117 3,475 4,594 Depreciation and amortization 8,801 5,049 19,960 30,897 26,327 - 2,921 - 4,193 General and administrative 33 37 59 96 464 12 13 739 84 Total expenses 53,407 18,205 38,968 71,058 48,641 3,527 7,051 4,214 8,871 Operating income (loss) 71,686 11,391 24,332 22,257 8,592 3,369 2,190 (4,063 ) 109 Unrealized gain on interest rate swaps 23,891 5,768 8,549 10,566 21,209 - - - - Interest and debt expense (38,630 ) (11,088 ) (16,691 ) (46,248 ) (40,563 ) (2,835 ) (3,386 ) (3,697 ) (3,797 ) Unrealized depreciation on investment in real estate - - - - - (506 ) - (535 ) - Net income (loss) before taxes 56,947 6,071 16,190 (13,425 ) (10,762 ) 28 (1,196 ) (8,295 ) (3,688 ) Income tax (expense) benefit - - - - - (4 ) 279 - (2,294 ) Net income (loss) $ 56,947 $ 6,071 $ 16,190 $ (13,425 ) $ (10,762 ) $ 24 $ (917 ) $ (8,295 ) $ (5,982 ) |