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Investments in Partially Owned Entities
12 Months Ended
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Partially Owned Entities

6. Investments in Partially Owned Entities

Toys “R” Us (“Toys”)

As of December 31, 2015, we own 32.5% of Toys. We account for our investment in Toys under the equity method and record our share of Toys' net income or loss on a one-quarter lag basis because Toys' fiscal year ends on the Saturday nearest January 31, and our fiscal year ends on December 31. The business of Toys is highly seasonal and substantially all of Toys' net income is generated in its fourth quarter.

 

We have not guaranteed any of Toys' obligations and are not committed to provide any support to Toys.  Pursuant to ASC 323-10-35-20, we discontinued applying the equity method for our Toys' investment when the carrying amount was reduced to zero in the third quarter of 2014. We will resume application of the equity method if, during the period the equity method was suspended, our share of unrecognized net income exceeds our share of unrecognized net losses.

 

In the first quarter of 2014, we recognized our share of Toys' fourth quarter net income of $75,196,000 and a corresponding non-cash impairment loss of the same amount. In 2013, we recognized $240,757,000 of non-cash impairment losses based on an “other-than-temporary decline in the fair value of our investment.

 

Alexander's, Inc. (“Alexander's”) (NYSE: ALX)

 

As of December 31, 2015, we own 1,654,068 Alexander's common shares, or approximately 32.4% of Alexander's common equity. We manage, lease and develop Alexander's properties pursuant to agreements which expire in March of each year and are automatically renewable.

 

As of December 31, 2015 the market value (“fair value” pursuant to ASC 820) of our investment in Alexander's, based on Alexander's December 31, 2015 closing share price of $384.11, was $635,345,000, or $501,777,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2015, the carrying amount of our investment in Alexander's, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander's by approximately $40,340,000. 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.

 

Management, Leasing and Development Agreements

 

We receive an annual fee for managing Alexander's and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $289,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, we are entitled to a development fee of 6% of development costs, as defined.

 

We provide Alexander's with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander's tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander's assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.

 

On December 22, 2014, the leasing agreements with Alexander's were amended to eliminate the annual installment cap of $4,000,000. In addition, Alexander's repaid to us the outstanding balance of $40,353,000.

 

On January 15, 2015, we completed the spin-off of 79 strip shopping centers, three malls, a warehouse park and $225,000,000 of cash to UE and the transfer of all of the employees responsible for the management and leasing of those assets. In addition, we entered into agreements with UE to provide management and leasing services, on our behalf, for Alexander's Rego Park retail assets. Fees for these services are similar to the fees we are receiving from Alexander's described above.

 

Other Agreements

 

Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises (i) cleaning, engineering and security services at Alexander's 731 Lexington Avenue property and (ii) security services at Alexander's Rego Park I and Rego Park II properties. During the years ended December 31, 2015, 2014 and 2013, we recognized $2,221,000, $2,318,000 and $2,036,000 of income, respectively, for these services.

 

 

Urban Edge Properties (“UE”) (NYSE: UE)

 

As part of our spin-off of substantially all of our retail segment to UE on January 15, 2015 (see Note 1Organization and Business), we retained 5,717,184 UE operating partnership units, representing a 5.4% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE's net income or loss on a one-quarter lag basis. We are providing transition services to UE for an initial period of up to two years, primarily for information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, and (ii) our affiliate, Alexander's, Rego Park retail assets. As of December 31, 2015, the fair value of our investment in UE, based on UE's December 31, 2015 closing share price of $23.45, was $134,068,000, or $108,717,000 in excess of the carrying amount on our consolidated balance sheet.

Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)

 

On March 31, 2015, we transferred the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to PREIT Associates, L.P., which is the operating partnership of PREIT, in exchange for $485,313,000; comprised of $340,000,000 of cash and 6,250,000 PREIT operating partnership units (valued at $145,313,000 or $23.25 per PREIT unit) (See Note 7Dispositions). $19,000,000 of tenant improvements and allowances was credited to PREIT as a closing adjustment. As a result of this transaction, we own an 8.1% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT's net income or loss on a one-quarter lag basis. As of December 31, 2015, the fair value of our investment in PREIT, based on PREIT's December 31, 2015 closing share price of $21.87, was $136,688,000, or $3,313,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2015, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $65,404,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT's net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT'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 PREIT's net loss. The basis difference related to the land will be recognized upon disposition of our investment.

512 West 22nd Street

 

On June 24, 2015, we entered into a joint venture, in which we own a 55% interest, to develop a 173,000 square foot Class-A office building, located along the western edge of the High Line at 512 West 22nd Street. The development cost of this project is approximately $235,000,000. The development commenced during the fourth quarter of 2015 and is expected to be completed in 2018. On November 24, 2015, the joint venture obtained a $126,000,000 construction loan. The loan matures in November 2019 with two six-month extension options. The interest rate is LIBOR plus 2.65% (3.07% at December 31, 2015). As of December 31, 2015, the outstanding balance of the loan was $44,072,000, of which $24,240,000 is our share. We account for our investment in the joint venture under the equity method.

Below is a summary of our investments in partially owned entities.

(Amounts in thousands)   Percentage      
         Ownership at As of December 31,
         December 31, 2015 2015 2014
Investments:           
 Partially owned office buildings(1)   Various $ 909,782 $ 760,749
 Alexander’s   32.4%   133,568   131,616
 PREIT   8.1%   133,375   -
 India real estate ventures   4.1%-36.5%   48,310   76,752
 UE   5.4%   25,351   -
 Toys(2)   32.5%   -   -
 Other investments(3)   Various   300,036   271,372
           $ 1,550,422 $ 1,240,489
                
                
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street and others.
(2)Pursuant to Rule 4-08(g) of Regulation S-X, in 2014 Toys was considered a significant subsidiary where as in 2015 it was not. As of November 1, 2014, Toys had total assets of $11,267,000, total liabilities of $10,377,000, noncontrolling interests of $82,000 and equity of $808,000.
(3)Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.

Below is a summary of our income (loss) from partially owned entities.

(Amounts in thousands)Percentage     
      Ownership at For the Year Ended December 31,
      December 31, 2015 2015 2014 2013
Our Share of Net (Loss) Income:           
 Alexander's:           
  Equity in net income  32.4% $ 24,209 $ 21,287 $ 17,721
  Management, leasing and development fees     6,869   8,722   6,681
           31,078   30,009   24,402
                 
 UE (see page 107 for details):           
  Equity in net earnings 5.4%   2,430   -   -
  Management fees     1,964   -   -
           4,394    -   -
                 
 Toys:           
  Equity in net loss(1) 32.5%   -   (4,691)   (128,919)
  Non-cash impairment losses (see page 106 for details)     -   (75,196)   (240,757)
  Management fees     2,500   6,331   7,299
           2,500    (73,556)   (362,377)
                 
 Partially owned office buildings(2) Various   (23,556)   93   (4,212)
                 
 India real estate ventures(3) 4.1%-36.5%   (18,746)   (8,309)   (3,533)
                 
 PREIT (see page 107 for details) 8.1%   (7,450)   -   -
                 
 LNR(4) n/a   -   -   18,731
                 
 Lexington(5) n/a   -   -   (979)
                 
 Other investments(6) Various   (850)   (8,098)   (12,914)
                 
         $ (12,630)  $ (59,861) $ (340,882)
                 
                 
(1)Pursuant to Rule 4-08(g) of Regulation S-X, in 2014 and 2013 Toys was considered a significant subsidiary where as in 2015 it was not. For the twelve months ended November 1, 2014, Toys’ total revenue was $12,645,000 and net loss attributable to Toys was $343,000. For the twelve months ended November 2, 2013, Toys’ total revenue was $13,046,000 and net loss attributable to Toys was $396,000.
(2)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street and others. In 2015, we recognized net losses of $39,600 from our 666 Fifth Avenue (Office) joint venture as a result of our share of depreciation expense. Also in 2015, we recognized our $12,800 share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison Avenue. In 2014, we recognized our $14,500 share of accelerated depreciation from our West 57th Street joint ventures in connection with the change in estimated useful life of those properties.
(3)Includes a $14,806 and $5,771 non-cash impairment loss in 2015 and 2014, respectively.
(4)In 2013, we recognized net income of $18,731, comprised of (i) $42,186 for our share of LNR’s net income and (ii) a $27,231 non-cash impairment loss and (iii) a $3,776 net gain on sale.
(5)In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable security - available for sale.
(6)Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street and others. In 2014, we recognized a $10,263 non-cash charge, comprised of a $5,959 impairment loss and a $4,304 loan loss reserve, on our equity and debt investments in Suffolk Downs.

Below is a summary of the debt of our partially owned entities as of December 31, 2015 and 2014, none of which is recourse to us.

(Amounts in thousands)Percentage   Interest  
   Ownership at   Rate at 100% Partially Owned Entities’
   December 31,   December 31, Debt at December 31,
   2015 Maturity 2015 2015 2014
Toys:           
 Notes, loans and mortgages payable32.5% 2016-2021 7.35% $ 5,619,710 $ 5,748,350
             
Partially owned office buildings(1):           
 Mortgages payableVarious 2016-2023 5.57% $ 3,771,255 $ 3,691,274
             
PREIT:           
 Mortgages payable8.1% 2016-2025 4.04% $ 1,852,270 $ -
             
UE:           
 Mortgages payable5.4% 2018-2034 4.15% $ 1,246,155 $ -
             
Alexander's:           
 Mortgages payable32.4% 2016-2022 1.69% $ 1,053,262 $ 1,032,780
              
India Real Estate Ventures:           
 TCG Urban Infrastructure Holdings mortgages           
  payable25.0% 2016-2026 12.06% $ 185,607 $ 183,541
              
Other(2):           
 Mortgages payableVarious 2016-2023 4.27% $ 1,316,641 $ 1,314,077
              
              
(1)Includes 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street and others.
(2)Includes Independence Plaza, Fashion Center Mall, 50-70 West 93rd Street and others.

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities, was $4,432,078,000 and $4,190,428,000 as of December 31, 2015 and 2014, respectively.

 

Summary of Condensed Combined Financial Information

 

The following is a summary of condensed combined financial information for all of our partially owned entities, including Toys and Alexander's, as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013.

(Amounts in thousands)   Balance as of December 31,
      2015 2014
Balance Sheet:        
 Assets   $ 25,526,000 $ 21,389,000
 Liabilities     21,162,000   17,986,000
 Noncontrolling interests     146,000   104,000
 Equity     4,218,000   3,299,000
           
   For the Year Ended December 31,
   2015 2014 2013
Income Statement:        
 Total revenue$ 13,423,000 $ 13,620,000 $ 14,092,000
 Net loss  (224,000)   (434,000)   (368,000)