Investments in Partially Owned Entities | Investments in Partially Owned Entities Fifth Avenue and Times Square JV As of September 30, 2020, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties. We also own $1.828 billion of preferred equity interests in certain of the properties. All of the preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis. Fifth Avenue and Times Square JV was formed in April 2019, when we contributed our interests in the Properties to the joint venture and transferred a 48.5% common interest in the joint venture to the Investors (the “Transaction”). The Transaction valued the Properties at $5.556 billion, resulting in a $2.571 billion net gain, before noncontrolling interests of $11,945,000, including a gain related to the step up in our basis of the retained portion of the assets to fair value. Subsequent to the Transaction, Manhattan street retail suffered negative market conditions and was further stressed by the COVID-19 pandemic. This has resulted in a decrease in cash flows. On June 30, 2020, we estimated that the fair value of our investment in Fifth Avenue and Times Square JV was approximately $2,955,957,000, or $306,326,000 less than the carrying amount, and concluded that the decline in the value of our investment was "other-than-temporary," resulting in the recognition of a non-cash impairment loss of $306,326,000, before noncontrolling interests of $467,000, for the three months ended June 30, 2020. On September 30, 2020, we estimated that the fair value of our investment in Fifth Avenue and Times Square JV was approximately $2,811,374,000, or $107,023,000 less than the carrying amount as of September 30, 2020 (after recognition of the June 30, 2020 impairment loss), and further concluded that the decline in the value of our investment was "other-than-temporary." Our conclusions were based on, among other factors, the significant challenges facing the retail sector and our inability to forecast a recovery over our anticipated holding period. Accordingly, we recognized a non-cash impairment loss of $107,023,000, before noncontrolling interests of $3,822,000, for the three months ended September 30, 2020 and $413,349,000, before noncontrolling interests of $4,289,000, for the nine months ended September 30, 2020. In determining the fair value of our investment, we considered, among other inputs, a discounted cash flow analysis based upon market conditions and expectations of growth. The impairment losses are included in “(loss) income from partially owned entities” on our consolidated statements of income for the three and nine months ended September 30, 2020. We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements. We recognized property management fee income, included in "fee and other income" on our consolidated statements of income, of $1,219,000 and $1,104,000 for the three months ended September 30, 2020 and 2019, respectively, and $2,880,000 and $1,934,000 for the nine months ended September 30, 2020 and 2019, respectively. BMS, our wholly-owned subsidiary, supervises cleaning, security and engineering services at certain of the Properties. We recognized income for these services, included in "fee and other income" on our consolidated statements of income, of $792,000 and $1,161,000 for the three months ended September 30, 2020 and 2019, respectively, and $2,565,000 and $1,952,000 for the nine months ended September 30, 2020 and 2019, respectively. Below is a summary of financial information for Fifth Avenue and Times Square JV. (Amounts in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Income statement: Revenues $ 80,627 $ 85,294 $ 227,413 $ 158,182 Net income 6,750 18,669 16,839 40,135 Net (loss) income attributable to Fifth Avenue and Times Square JV (after allocation to our preferred equity interests) (13,008) (1,559) (41,412) 2,520 8. Investments in Partially Owned Entities - continued Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX) As of September 30, 2020, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of September 30, 2020, the market value ("fair value" pursuant to ASC Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s September 30, 2020 closing share price of $245.22, was $405,611,000, or $321,077,000 in excess of the carrying amount on our consolidated balance sheet. As of September 30, 2020, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeded our share of the equity in the net assets of Alexander’s by approximately $38,511,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment. On September 14, 2020, Alexander's amended and extended the $350,000,000 mortgage loan on the retail condominium of 731 Lexington Avenue. Under the terms of the agreement, Alexander's paid down the loan by $50,000,000 to $300,000,000, extended the maturity date to August 2025 and guaranteed the interest payments and certain leasing costs. The principal of the loan is non-recourse to Alexander's. The interest-only loan remains at the same rate, LIBOR plus 1.40% (1.56% as of September 30, 2020). On October 23, 2020, Alexander's completed a $94,000,000 financing of The Alexander, a 312-unit residential building that is part of Alexander's residential and retail complex located in Rego Park, Queens, New York. The interest-only loan has a fixed rate of 2.63% and matures in November 2027. Below is a schedule summarizing our investments in partially owned entities. (Amounts in thousands) Percentage Ownership at September 30, 2020 Balance as of September 30, 2020 December 31, 2019 Investments: Fifth Avenue and Times Square JV 51.5% $ 2,811,374 $ 3,291,231 Partially owned office buildings/land (1) Various 467,498 464,109 Alexander’s 32.4% 84,534 98,543 Other investments (2) Various 140,922 145,282 $ 3,504,328 $ 3,999,165 Investments in partially owned entities included in other liabilities (3) : 7 West 34th Street 53.0% $ (54,096) $ (54,004) 85 Tenth Avenue 49.9% (11,142) (6,186) $ (65,238) $ (60,190) ____________________ (1) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others. (2) Includes interests in Independence Plaza, Rosslyn Plaza and others. (3) Our negative basis results from distributions in excess of our investment. 8. Investments in Partially Owned Entities - continued Below is a schedule of (loss) income from partially owned entities. (Amounts in thousands) Percentage Ownership at September 30, 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Our share of net (loss) income: Fifth Avenue and Times Square JV (see page 28 for details) (1) : Non-cash impairment loss $ (107,023) $ — $ (413,349) $ — Return on preferred equity, net of our share of the expense 9,430 9,545 27,926 18,131 Equity in net income 51.5% 7,694 9,891 13,631 (2) 21,108 (89,899) 19,436 (371,792) 39,239 Alexander's (see page 29 for details): Equity in net income (3) 32.4% 2,075 5,393 7,420 14,707 Management, leasing and development fees 1,296 1,299 3,778 3,478 3,371 6,692 11,198 18,185 Partially owned office buildings (4) Various 6,418 (186) 8,550 (1,531) Other investments (5) Various (799) 4 (1,635) 246 $ (80,909) $ 25,946 $ (353,679) $ 56,139 ____________________ (1) Entered into on April 18, 2019. (2) Includes a $10,047 reduction in income related to a Forever 21 lease modification at 1540 Broadway and $2,997 of write-offs of lease receivables deemed uncollectible during 2020. (3) The three and nine months ended September 30, 2020 include $3,139 and $4,846, respectively, of our share of write-offs of lease receivables deemed uncollectible. (4) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others. (5) Includes interests in Independence Plaza, Rosslyn Plaza, Urban Edge Properties (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and others. |