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Investments in Unconsolidated Joint Ventures (Tables)
9 Months Ended
Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of general information on joint ventures
The table below provides general information on each of our joint ventures as of September 30, 2022:
PropertyPartner
Ownership
Interest
(1)
Economic
Interest
(1)
Unaudited Approximate Square Feet
100 Park AvenuePrudential Real Estate Investors49.90%49.90%834,000 
717 Fifth AvenueWharton Properties / Private Investor10.92%10.92%119,500 
800 Third AvenuePrivate Investors60.52%60.52%526,000 
919 Third AvenueNew York State Teacher's Retirement System51.00%51.00%1,454,000 
11 West 34th StreetPrivate Investor / Wharton Properties30.00%30.00%17,150 
280 Park AvenueVornado Realty Trust50.00%50.00%1,219,158 
1552-1560 Broadway (2)
Wharton Properties50.00%50.00%57,718 
10 East 53rd StreetCanadian Pension Plan Investment Board55.00%55.00%354,300 
21 East 66th Street (3)
Private Investors32.28%32.28%13,069 
650 Fifth Avenue (4)
Wharton Properties50.00%50.00%69,214 
121 Greene StreetWharton Properties50.00%50.00%7,131 
11 Madison AvenuePGIM Real Estate60.00%60.00%2,314,000 
One Vanderbilt AvenueNational Pension Service of Korea / Hines Interest LP71.01%71.01%1,657,198 
Worldwide PlazaRXR Realty / New York REIT24.95%24.95%2,048,725 
1515 BroadwayAllianz Real Estate of America56.87%56.87%1,750,000 
2 Herald SquareIsraeli Institutional Investor51.00%51.00%369,000 
115 Spring StreetPrivate Investor51.00%51.00%5,218 
15 Beekman (5)
A fund managed by Meritz Alternative Investment Management20.00%20.00%221,884 
85 Fifth AvenueWells Fargo36.27%36.27%12,946 
One Madison Avenue (6)
National Pension Service of Korea / Hines Interest LP / International Investor25.50%25.50%1,048,700 
220 East 42nd StreetA fund managed by Meritz Alternative Investment Management51.00%51.00%1,135,000 
450 Park Avenue (7)
Korean Institutional Investor / Israeli Institutional Investor
50.10%25.10%337,000 
5 Times Square (8)
RXR Realty led investment group31.55%31.55%1,131,735 
(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of September 30, 2022. 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 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 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. 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 September 30, 2022, 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 it's 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 September 30, 2022 and December 31, 2021.
(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 September 2022, the Company converted its mezzanine loan position secured by the equity interest in 5 Times Square to an equity interest in a joint venture partnership with the existing equity holders. See Note 5, " Debt and Preferred Equity Investments."
Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures disposed of during the nine months ended September 30, 2022:
PropertyOwnership Interest DisposedDisposition DateGross Asset Valuation (in millions)
(Loss) Gain on Sale (in millions) (1)
Stonehenge PortfolioVariousApril 2022$1.0 $— 
(1)Represents the Company's share of the gain or loss.
Schedule of first mortgage notes payable collateralized by the respective joint venture properties and assignment of leases The mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases as of September 30, 2022 and December 31, 2021, respectively, are as follows (dollars in thousands):
Property
Economic
Interest
(1)
Current Maturity
Date
Final Maturity Date (2)
Interest
Rate (3)
September 30, 2022December 31, 2021
Fixed Rate Debt:
717 Fifth Avenue (mortgage)10.92 %
    July 2022 (4)
   July 2022 (4)
4.45 %$300,000 $300,000 
717 Fifth Avenue (mezzanine)10.92 %
    July 2022 (4)
   July 2022 (4)
5.50 %355,328 355,328 
650 Fifth Avenue (mortgage)50.00 %
   October 2022 (5)
 October 2022 (5)
4.46 %210,000 210,000 
650 Fifth Avenue (mezzanine)50.00 %
   October 2022 (5)
 October 2022 (5)
5.45 %65,000 65,000 
21 East 66th Street32.28 %April 2023April 20283.60 %12,000 12,000 
919 Third Avenue51.00 %June 2023June 20235.12 %500,000 500,000 
220 East 42nd Street51.00 %June 2023June 20255.75 %510,000 510,000 
1515 Broadway56.87 %March 2025March 20253.93 %787,296 801,845 
11 Madison Avenue60.00 %September 2025September 20253.84 %1,400,000 1,400,000 
One Madison Avenue (6)
25.50 %November 2025November 20263.90 %356,201 169,629 
800 Third Avenue60.52 %February 2026February 20263.37 %177,000 177,000 
Worldwide Plaza24.95 %November 2027November 20273.98 %1,200,000 1,200,000 
One Vanderbilt Avenue71.01 %July 2031July 20312.95 %3,000,000 3,000,000 
Stonehenge Portfolio 195,493 
Total fixed rate debt $8,872,825 $8,896,295 
Floating Rate Debt:
1552 Broadway 50.00 %
October 2022 (7)
October 2022 (7)
L+2.65 %$193,132 $193,132 
121 Greene Street50.00 %November 2022November 2022L+2.00 %12,636 13,228 
2 Herald Square51.00 %November 2022November 2023L+1.95 %192,500 200,989 
11 West 34th Street30.00 %January 2023January 2023L+1.45 %23,000 23,000 
115 Spring Street51.00 %September 2023September 2023L+3.40 %65,550 65,550 
280 Park Avenue 50.00 %September 2023September 2024L+1.73 %1,200,000 1,200,000 
100 Park Avenue49.90 %December 2023December 2025L+2.25 %360,000 360,000 
15 Beekman (8)
20.00 %January 2024July 2025L+1.50 %73,136 43,566 
5 Times Square31.55 %September 2024September 2026S+4.69 %847,469 — 
10 East 53rd Street55.00 %February 2025February 2025L+1.35 %220,000 220,000 
450 Park Avenue25.10 %June 2025June 2027S+2.10 %267,000 — 
21 East 66th Street32.28 %June 2033June 2033T+2.75 %598 632 
Total floating rate debt$3,455,021 $2,320,097 
Total joint venture mortgages and other loans payable$12,327,846 $11,216,392 
Deferred financing costs, net(129,765)(130,516)
Total joint venture mortgages and other loans payable, net$12,198,081 $11,085,876 
(1)Economic interest represents the Company's interests in the joint venture as of September 30, 2022. 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 September 30, 2022, 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").
(4)This loan matured in July 2022. The Company is in discussions with the lender on resolution.
(5)In October 2022, the maturity date of the loan was extended by six months.
(6)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.
(7)This loan matured in October 2022. The Company is in discussions with the lender on a resolution.
(8)This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.
Schedule of combined balance sheets for the unconsolidated joint ventures
The combined balance sheets for the unconsolidated joint ventures, at September 30, 2022 and December 31, 2021 are as follows (in thousands):
September 30, 2022December 31, 2021
Assets (1)
Commercial real estate property, net$15,729,750 $14,763,874 
Cash and restricted cash720,053 768,510 
Tenant and other receivables, related party receivables, and deferred rents receivable605,766 533,455 
Other assets2,604,858 1,776,030 
Total assets$19,660,427 $17,841,869 
Liabilities and equity (1)
Mortgages and other loans payable, net$12,198,081 $11,085,876 
Deferred revenue1,117,156 1,158,242 
Lease liabilities987,390 980,595 
Other liabilities443,393 352,499 
Equity4,914,407 4,264,657 
Total liabilities and equity$19,660,427 $17,841,869 
Company's investments in unconsolidated joint ventures$3,185,800 $2,997,934 
(1)At September 30, 2022, $538.8 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.
Schedule of combined statements of income for the unconsolidated joint ventures
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the three and nine months ended September 30, 2022 and 2021, are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Total revenues$330,705 $314,288 $997,670 $905,017 
Operating expenses59,841 54,157 173,327 142,800 
Real estate taxes66,594 58,367 186,710 166,974 
Operating lease rent6,616 5,644 19,465 16,931 
Interest expense, net of interest income112,747 90,710 305,977 248,588 
Amortization of deferred financing costs7,116 10,661 20,568 24,249 
Depreciation and amortization116,511 119,537 343,183 351,372 
Total expenses369,425 339,076 1,049,230 950,914 
Loss on early extinguishment of debt (1,158)(467)(2,484)
Net loss before (loss) gain on sale$(38,720)$(25,946)$(52,027)$(48,381)
Company's equity in net loss from unconsolidated joint ventures$(21,997)$(15,487)$(31,262)$(31,321)