NEW VALLEY LLC

(a) Residential Brokerage Business Acquisition.

New Valley is engaged in the real estate business and is seeking to acquire additional real estate properties and operating companies. On December 13, 2013, an affiliate of New Valley acquired an additional 20.59% interest in Douglas Elliman from Prudential Real Estate Financial Services of America, Inc. for a purchase price of $60,000 in cash. The acquisition increased the Company’s ownership position in Douglas Elliman from 50% to 70.59%.

As of December 31, 2012, the Company owned a 50% interest in Douglas Elliman, and the Company accounted for its 50% using the equity method of accounting. The Company consolidated Douglas Elliman on December 13, 2013 and recognized a gain of $60,842 to account for the difference between the carrying value and the fair value of the previously held 50% interest. The fair value of the equity interest immediately prior to the acquisition was $84,859. The Company used a combination of a discounted cash flow analysis and market-based valuation methodologies, which represent Level 3 fair value measurements, to measure the fair value of Douglas Elliman and to perform its preliminary purchase price allocation.

In 2014, the Company reassessed its initial purchase accounting allocations. The following table reconciles initial allocation to final allocation of acquired assets and liabilities:



	Preliminary December 13, 2013		Measurement Period Adjustments			Final December 13, 2013
	Preliminary December 13, 2013		Measurement Period Adjustments			Final December 13, 2013
Cash and cash equivalents	$	116,935	$	—		$	116,935
Other current assets	12,647		—			12,647
Property, plant and equipment, net	20,275		—			20,275
Goodwill	72,135		(1,729		)	70,406
Trademarks	80,000		—			80,000
Other intangible assets, net	12,928		5,856			18,784
Other non-current assets	3,384		—			3,384
Total assets acquired	$	318,304	$	4,127		$	322,431

Notes payable - current	$	201	$	—		$	201
Other current liabilities	26,247		105			26,352
Notes payable - long term	420		—			420
Other long-term liabilities	—		4,022			4,022
Total liabilities assumed	$	26,868	$	4,127		$	30,995

Net assets acquired	$	291,436	$	—		$	291,436

Non-controlling interest	$	85,703	$	—		$	85,703

Revenues of the acquired operations from December 13, 2013 through December 31, 2013 were $20,482 and net income was $732.

Equity Method of Accounting. Prior to December 13, 2013, New Valley accounted for its 50% interest in Douglas Elliman under the equity method of accounting. New Valley’s equity income from Douglas Elliman was $22,974 for the period of January 1 through December 13, 2013.

Summarized financial information for the period January 1 through December 13, 2013 for Douglas Elliman is presented below. Included in the results was a management fee paid to the Company of $2,204 for the period of January 1 through December 13, 2013.



	January 1 through December 13,
	2013
Revenues	$	416,453
Costs and expenses	369,852
Depreciation expense	3,790
Amortization expense	213
Other income (expense)	(22		)
Interest expense, net	23
Income tax expense	996
Net income	$	41,557

Douglas Elliman’s current operations are primarily located in the New York, Miami and Los Angeles metropolitan areas. Local and regional economic and general business conditions in these markets could differ materially from prevailing conditions in other parts of the country.

(b) Investments in real estate ventures.

New Valley also holds equity investments in various real estate projects domestically and internationally.

The components of “Investments in real estate ventures” were as follows:



	December 31, 2015		December 31, 2014

Land Development - Milanosesto Holdings (Sesto Holdings)	$	—	$	5,037

10 Madison Square Park (1107 Broadway)	11,391		6,383
The Marquand (11 East 68th Street)	13,900		12,000
11 Beach Street	13,209		12,328
20 Times Square (701 Seventh Avenue)	14,985		12,481
111 Murray Street	25,567		27,319
160 Leroy Street	3,952		1,467
215 Chrystie Street	5,592		3,300
The Dutch (25-19 43rd Avenue)	1,077		733
Queens Plaza (23-10 Queens Plaza South)	16,177		11,082
87 Park (8701 Collins Avenue)	8,658		6,144
125 Greenwich Street	9,750		9,308
West Hollywood Edition (9040 Sunset Boulevard)	10,510		5,604
76 Eleventh Avenue	17,967		—
Monad Terrace	6,608		—
Takanasee	4,680		—
Condominium and Mixed Use Development	164,023		108,149

Maryland Portfolio	—		3,234
ST Portfolio	15,754		15,283
Apartment Buildings	15,754		18,517

Park Lane Hotel	19,697		19,341
Hotel Taiwana	7,069		7,629
Coral Beach and Tennis Club	3,159		2,816
Hotels	29,925		29,786

The Plaza at Harmon Meadow	5,449		—
Commercial	5,449		—

Other	2,017		1,971

Investments in real estate ventures	$	217,168	$	163,460

Land Development:

Milanosesto Holdings. In October 2010, New Valley acquired a 7.2% interest in Sesto Holdings S.r.l. (“Sesto”) for $5,000. Sesto holds a 42% interest in an entity that has purchased a land plot of approximately 322 acres in Milan, Italy. Sesto intended to develop the land plot as a multi-parcel, multi-building mixed use urban regeneration project. During the fourth quarter of 2015, New Valley exercised a put and recovered its entire investment. Sesto is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for Sesto under the equity method of accounting. New Valley had no exposure to loss as a result of its investment in Sesto at December 31, 2015. The investment has concluded.

Condominium and Mixed Use Development:

10 Madison Square Park . During 2011, New Valley invested $5,489 for an approximate indirect 5% interest in MS/WG 1107 Broadway Holdings LLC. In September 2011, MS/WG 1107 Broadway Holdings LLC acquired the 1107 Broadway property in Manhattan, NY. The joint venture is converting a 260,000-square-foot office building into a luxury residential condominium in the Flatiron District / NoMad neighborhood of Manhattan. MS/WG 1107 Broadway Holdings LLC is a variable interest entity; however, New Valley is not the primary beneficiary. During 2015, all partners in the joint venture contributed pro-rata amounts to the joint venture, and New Valley’s portion was $3,217. New Valley accounts for MS/WG 1107 Broadway Holdings LLC under the equity method of accounting. New Valley received distributions of $2,449 for the year ended December 31, 2014 and recognized equity income of $1,010 for the year ended December 31, 2015 and equity income of $2,254 for the year ended December 31, 2014. New Valley’s maximum exposure to loss as a result of its investment in MS/WG 1107 Broadway Holdings LLC was $10,610 at December 31, 2015.

The Whitman. In February 2011, New Valley invested $900 for an approximate 12% interest in Lofts 21 LLC. Lofts 21 LLC acquired an existing property in Manhattan to develop into a luxury residential condominium which was marketed as The Whitman. The property is located in the Flatiron District / NoMad neighborhood. Construction had been completed and three of the four units were sold in 2013 and the remaining unit was sold in 2014.

The investment in Lofts 21 LLC is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for Lofts 21 LLC under the equity method of accounting. New Valley received distributions of $1,717 for the year ended December 31, 2014, and recorded equity income of $552 and $525 for the years ended December 31, 2014 and 2013, respectively. . The investment concluded in 2014.

The Marquand. In December 2011, New Valley invested $7,000 for an approximate 18% interest in a condominium conversion project. The building is a 12-story, 105,000 square foot residential rental building located on 68th Street between Fifth Avenue and Madison Avenue in Manhattan. Of the 29 units available for sale, five units were sold in 2015 and eight units were sold in 2014.

The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity income of $1,900 and $5,000 for the years ended December 31, 2015 and 2014, respectively. New Valley’s maximum exposure to loss as a result of its investment in The Marquand was $13,900 at December 31, 2015.

11 Beach Street. New Valley invested $9,642 in June 2012 and $1,519 in 2013 for an approximate 49.5% interest in 11 Beach Street Investor LLC (the “Beach JV”). Beach JV plans to renovate and convert an existing office building in Manhattan into a luxury residential condominium. During 2014, all partners in the joint venture contributed pro-rata amounts to the joint venture, and New Valley’s portion was $2,178. During 2014, all partners in the joint venture received pro-rata amounts from the joint venture for contributions in excess of need, and New Valley’s portion was $1,010. Beach JV is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for its interest in Beach JV under the equity method of accounting. New Valley recorded equity loss of $521 for the year ended December 31, 2015. New Valley’s maximum exposure to loss on its investment in Beach JV was $11,807 at December 31, 2015.

20 Times Square. In August and September 2012, New Valley invested a total of $7,800 for an approximate 11.5% interest in a joint venture that acquired property located at 701 Seventh Avenue in Times Square in Manhattan. The joint venture plans to redevelop the property for retail space and signage, as well as a site for a hotel. The investment closed in October 2012 and New Valley invested an additional $1,507 at closing. All partners in the joint venture contributed pro-rata amounts to the joint venture, and New Valley’s portion was $1,035 and $2,421 in 2015 and 2014, respectively. All partners in the joint venture received pro-rata amounts from the joint venture for contributions in excess of need, and New Valley’s portion was $1,088 for the year ended December 31, 2014.

New Valley may have additional future capital contributions of approximately $14,000. The property is located on the northeast corner of Seventh Avenue and 47th Street. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $9 for the year ended December 31, 2015. New Valley’s maximum exposure to loss as a result of its investment in NV 701 Seventh Avenue was $13,507 at December 31, 2015.

111 Murray Street. In May 2013, New Valley acquired a 25% interest in a joint venture, which had the rights to acquire a 15-story building on a 31,000 square-foot lot in the TriBeCa neighborhood of Manhattan. In July 2013, the joint venture closed on the acquisition of the property. The joint venture is building a mixed-use property that includes both commercial space and a 157-unit, luxury condominium building on the building’s site. Development began in 2014 and is expected to be completed by September 2018. New Valley had invested $27,319 in the joint venture as of December 31, 2014 in the form of capital contributions and a loan bearing interest at 12% per annum, compounded quarterly, to the joint venture partner. All partners in the joint venture contributed pro-rata amounts to the joint venture, and New Valley’s portion was $9,617 for the year ended December 31, 2015. During 2015, all partners in the joint venture received pro-rata amounts from the joint venture for contributions in excess of need, and New Valley’s portion was $11,204. In 2015, a new partner was admitted into the joint venture. As a result of this admission, New Valley recognized a gain of $344 and New Valley's ownership in the project decreased to 9.5%. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $165 for the year ended December 31, 2015. New Valley’s maximum exposure to loss as a result of its investment was $25,567 as of December 31, 2015.

160 Leroy Street. In March 2013, a subsidiary of New Valley, NV Leroy LLC, invested $1,150 for an approximate 5% interest in a development site in the West Greenwich Village neighborhood of Manhattan. The site is being developed as a high-rise condominium that will face the Hudson River. Subsequent to its initial investment, New Valley acquired a 50% partner in its investment in NV Leroy LLC. The investment in NV Leroy LLC is a variable interest entity and New Valley is the primary beneficiary. As a result of the consolidation of NV Leroy LLC, New Valley carries its investment at $3,952 and non-controlling interest of $1,924 related to the investment. All partners in the joint venture contributed pro-rata amounts to the joint venture, and New Valley’s portion was $702 and $317 in 2015 and 2014, respectively. In 2015, a new partner was admitted into the joint venture. As a result of this admission, New Valley recognized a gain of $1,680 and New Valley's ownership in the project decreased to 3.1%. NV Leroy LLC interest in the development project is a variable interest entity; however, NV Leroy LLC is not the primary beneficiary. NV Leroy LLC accounts for this investment under the equity method of accounting. New Valley’s maximum exposure to loss as a result of its investment in 160 Leroy Street was $1,925 at December 31, 2015.

215 Chrystie Street. In December 2012, New Valley invested $1,973 for an approximate 49% interest in WG Chrystie LLC (“Chrystie Street”) which owns a 37.5% ownership interest in 215 Chrystie Venture LLC which, through its affiliate, owns a condominium conversion project located in Manhattan. The joint venture plans to develop the property into a 29-story mixed-use property with PUBLIC, an Ian Schrager-branded boutique hotel, and luxury condominium residences. All partners in the joint venture contributed pro-rata amounts to the joint venture, and New Valley’s portion was $1,997 and $1,252 in 2015 and 2014, respectively. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $194 for the year ended December 31, 2015. New Valley’s maximum exposure to loss as a result of its investment in Chrystie Street was $5,103 at December 31, 2015.

25-19 43rd Avenue - The Dutch LIC. In May 2014, New Valley invested $733 for an approximate 9.9% interest in 43rd Avenue Investors LLC. The joint venture plans to develop 87,000 square feet of residential condominium units in Long Island City, New York. Construction of the 86-unit building commenced in September 2014. In 2015, all partners in the venture contributed pro-rata amounts to the venture, and New Valley’s portion was $247. New Valley’s investment percentage did not change. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley’s maximum exposure to loss as a result of its investment in 43rd Avenue Investors LLC was $980 at December 31, 2015.

Queens Plaza South. In December 2012 and August 2013, New Valley invested $7,350 for an approximate 45.4% interest in QPS 23-10 Venture LLC which through its affiliate owns a condominium conversion project, 23-10 Queens Plaza South, located in Queens, New York. All partners in the venture contributed pro-rata amounts to the venture, and New Valley’s portion was $3,630 and $4,532 in 2015 and 2014, respectively. During 2014, all partners in the venture received pro-rata amounts from the venture for contributions in excess of need, and New Valley’s portion was $1,508. New Valley’s investment percentage did not change. The joint venture plans to develop a new apartment tower with 472,574 square feet of residential space. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $2 for the year ended December 31, 2015. New Valley’s maximum exposure to loss as a result of its investment in Queens Plaza South was $14,710 at December 31, 2015.

87 Park. In December 2013, New Valley invested $3,750 in a joint venture to acquire a 15% interest in an oceanfront development site in Miami Beach, Florida, which will be developed into a residential condominium building. In 2015 and 2014, all partners in the venture contributed pro-rata amounts to the venture, and New Valley’s portion was $2,275 and $2,250, respectively. New Valley’s investment percentage did not change. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $584 for the year ended December 31, 2015 and equity income of $100 for the year ended December 31, 2014. New Valley’s maximum exposure to loss as a result of its investment in 87 Park was $7,835 at December 31, 2015.

125 Greenwich Street. In August 2014, New Valley invested $7,308 for an approximate 78.5% interest in NV Greenwich LLC. The investment in NV Greenwich is a variable interest entity and New Valley is the primary beneficiary. As a result of the consolidation of NV Greenwich LLC, New Valley carries its investment at $9,750 and has non-controlling interest of $1,916 related to the investment. In 2015, all partners in the venture contributed pro-rata amounts to the venture, and New Valley’s portion was $6,359. During 2015, all partners in the joint venture received amounts from the joint venture and New Valley’s portion was $7,348. NV Greenwich LLC ultimately owns 13.3% 125 Greenwich JV LLC. The joint venture plans to develop a residential condominium tower in lower Manhattan. The investment in 125 Greenwich JV LLC is a variable interest entity; however, NV Greenwich LLC is not the primary beneficiary. NV Greenwich LLC accounts for this investment under the equity method of accounting. New Valley recorded equity income of $600 for the year ended December 31, 2015. New Valley's maximum exposure to loss as a result of its investment in 125 Greenwich Street was $7,003 at December 31, 2015.

West Hollywood Edition. In October 2014, New Valley invested $5,604 for an approximate 48.5% interest in 9040 Sunset Boulevard. In 2015, all partners in the venture contributed pro-rata amounts to the venture, and New Valley’s portion was $4,123. New Valley’s investment percentage did not change. The joint venture plans to develop a hotel and condominium complex. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $89 for the year ended December 31, 2015. New Valley’s maximum exposure to loss as a result of its investment in 9040 Sunset Boulevard was $9,638 at December 31, 2015. New Valley and its partner have jointly and severally guaranteed approximately $50,000 of a construction loan. Each partner has agreed to indemnify the other for their respective percentage share. The guarantee is automatically reduced for all additional capital contributions New Valley and its partner contribute to the investment, and for any additional equity raised for the project. If New Valley is required to make a payment under the guarantee, the payment would constitute a capital contribution and increase New Valley's investment in the venture.

76 Eleventh Avenue. In May 2015, New Valley invested $17,000 for an approximate 5.1% interest in HFZ 76 Eleventh Holdco LLC. The joint venture plans to develop luxury residential condominium building in the Chelsea neighborhood of Manhattan, NY. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley’s maximum exposure to loss as a result of its investment in 76 Eleventh Avenue was $17,000 at December 31, 2015.

Monad Terrace. In May 2015, New Valley invested $6,200 for an approximate 31.3% interest in Monad Terrace LLC. The joint venture plans to develop luxury residential condominium building in Miami Beach, FL. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded equity loss of $196 for the year ended December 31, 2015. New Valley’s maximum exposure to loss as a result of its investment in Monad Terrace was $6,242 at December 31, 2015.

Takanasee. In December 2015, New Valley invested $4,428 for an approximate 22.8% interest in Takanasee Developers LLC. The joint venture plans to develop a luxury oceanfront community composed of single and multi family homes in Long Branch, NJ. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley’s maximum exposure to loss as a result of its investment in Takanasee was $4,428 at December 31, 2015.

New Valley capitalized $9,928 of interest expense into the carrying value of its ventures whose projects were currently under development during the year ended December 31, 2015.

Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate development projects that New Valley owns an interest in through its joint venture investments. Douglas Elliman had gross commissions of approximately $3,077 for the year ended December 31, 2015 from these projects.

Apartment & Office Buildings:

Maryland Portfolio. In July 2012, New Valley invested $5,000 for an approximate 30% interest in a joint venture that owns a 25% interest in a portfolio of approximately 5,500 apartment units primarily located in Baltimore County, Maryland. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley received distributions of $2,059 and $613 for the years ended December 31, 2015 and 2014, respectively. New Valley recorded equity loss of $1,175, equity income of $349 and equity loss of $542 for the years ended December 31, 2015, 2014, and 2013, respectively. New Valley’s maximum exposure to loss as a result of its investment in NV Maryland was $0 at December 31, 2015. New Valley has suspended its recognition of equity losses in Maryland Portfolio to the extent such losses exceed its basis.

ST Portfolio. In November 2013, New Valley invested $16,365 for an approximate 16.4% interest in a joint venture that owns two Class A multi-family rental assets in partnership with Winthrop Realty Trust. The two buildings are located in Houston, Texas and Stamford, Connecticut. The buildings include 488 apartment units and approximately 20,000 square feet of retail space.The Phoenix, Arizona and San Pedro, California buildings were sold in 2015 and 2014, respectively, and the proceeds were used to pay down debt. The investment is not a variable interest entity. New Valley accounts for this investment under the equity method of accounting. New Valley received a distribution of $1,231 and $693 for the years ended December 31, 2015 and 2014, respectively, and recorded equity income of $1,702 and an equity loss of $8 and $381 for the years ended December 31, 2015, 2014 and 2013, respectively. New Valley’s maximum exposure to loss as a result of its investment in ST Portfolio was $15,754 at December 31, 2015.

Hotels:

Park Lane Hotel. In November 2013, New Valley acquired an approximate 5% interest in a joint venture that acquired the Park Lane Hotel, which is presently a 47-story, 605-room independent hotel. The joint venture is developing plans for a future use. The development is estimated to take approximately 30 months from commencement of construction. New Valley had invested $19,341 in the joint venture as of December 31, 2014. New Valley contributed an additional of $1,895 in 2015, along with the contributions of additional capital of the investment partners. New Valley's ownership percentage did not change.

The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded an equity loss of $1,539 and $2,643 for the years ended December 31, 2015 and 2014 and income of $183 for the years ended December 31, 2013, related to the hotel operations. New Valley’s maximum exposure to loss as a result of its investment in Park Lane Hotel was $19,697 at December 31, 2015.

Hotel Taiwana. In October 2011, New Valley invested $2,658 for an approximate 17% interest in Hill Street Partners LLP (“Hill”). Hill purchased a 37% interest in Hill Street SEP (“Hotel Taiwana”) which owned a portion of a hotel located in St. Barthelemy, French West Indies. The hotel consists of 30 suites, 6 pools, a restaurant, lounge and gym. New Valley contributed additional capital of $514 in 2014, along with contributions of additional capital by the other investment partners of Hill Street Partners LLP (“Hill”). New Valley’s investment percentage did not change. Hill used the contributions to purchase the remaining interest in Hotel Taiwana and make improvements to the property. The purpose of the investment is to renovate and the sell the hotel in its entirety or as hotel-condos.

The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. New Valley recorded an equity loss of $560 and $313 for the years ended December 31, 2015 and 2014, respectively, related to the hotel operations. New Valley recorded no equity income for the year ended December 31, 2013. New Valley’s maximum exposure to loss as a result of its investment in Hotel Taiwana was $7,069 at December 31, 2015.

Coral Beach. In December 2013, New Valley invested $3,030 to acquire a 49% interest in a joint venture that acquired a 52-acre private club in Bermuda. In 2015, all partners in the venture contributed pro-rata amounts to the venture, and New Valley’s portion was $1,377. New Valley’s investment percentage did not change. The property consists of the Horizons cottages, which includes 39 units, and Coral Beach and Tennis Club, which includes 62 hotel and cottage units. Renovation began on the Coral Beach and Tennis Club in 2014.

The investment is not a variable interest entity. New Valley accounts for this investment under the equity method of accounting. New Valley recorded an equity loss of $1,034, $1,299 and $66 for the years ended December 31, 2015, 2014 and 2013, respectively, related to the hotel operations. New Valley’s maximum exposure to loss as a result of its investment in Coral Beach was $3,159 at December 31, 2015.

Commercial:

Harmon Meadow. In March 2015, New Valley invested $5,931 to acquire a 49.0% in CSV-NV Harmon Meadow GP LLC. The purpose of the joint venture is to own and operate the Harmon Meadow retail shopping center in Secaucus, NJ. The investment is a variable interest entity; however, New Valley is not the primary beneficiary. New Valley accounts for this investment under the equity method of accounting. During 2015, New Valley received distributions of $480 and recorded equity loss of $2. New Valley’s investment percentage did not change. New Valley’s maximum exposure to loss as a result of its investment in Harmon Meadow was $5,449 at December 31, 2015.

Consolidated Variable Interest Entities:

It was determined that New Valley is the primary beneficiary of the NV Leroy LLC and NV Greenwich LLC entities as New Valley controls the activities that most significantly impact economic performance of the entities. Therefore, New Valley consolidates these VIEs.

The carrying amount of VIEs' assets that consolidated were $13,702 and $10,775 for the years ended December 31, 2015 and 2014, respectively. Those assets are owned by the VIEs, not the Company. Neither of the consolidated VIEs had non-recourse liabilities as of December 31, 2015 and 2014. A VIE's assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company's senior notes and other debts payable.

Pursuant to Rule 4-08(g), the following summarized financial data for unconsolidated subsidiaries includes information for the following entities: Land Development (Milanosesto Holdings), Condominium and Mixed Use Development (10 Madison Square Park, The Marquand, 11 Beach Street, 160 Leroy Street, 215 Chrystie Street, Queens Plaza South, 111 Murray Street, 87 Park, 20 Times Square, 25-19 43rd Avenue - The Dutch LIC, 76 Eleventh Avenue, Monad Terrace, West Hollywood Edition and 125 Greenwich Street) Apartment Buildings (ST Portfolio and Maryland Portfolio), Hotels (Coral Beach, Park Lane Hotel, and Hotel Taiwana) and Commercial (Harmon Meadow). New Valley has elected a one-month lag reporting period for 10 Madison Square Park, Hotel Taiwana, 11 Beach Street, Maryland Portfolio, 20 Times Square, 160 Leroy Street, 215 Chrystie Street, 87 Park, 125 Greenwich Street, Harmon Meadow,Monad Terrace, Park Lane Hotel, ST Portfolio, Coral Beach, and West Hollywood Edition. New Valley has elected a three-month lag reporting period for The Marquand, Queens Plaza South, 111 Murray Street, 25-19 43rd Avenue - The Dutch LIC and 76 Eleventh Avenue.

Land Development:



	December 31, 2015		December 31, 2014
Balance Sheets
Investment in real estate	$	—	$	759,038
Total assets	—		789,107
Total debt	—		520,760
Total liabilities	$	—	$	609,066

Condominium and Mixed Use Development:



	Year Ended December 31,
	2015		2014		2013
Income Statement
Revenue	$	141,884	$	182,635	$	39,120
Cost of Goods Sold	92,837		96,993		11,938
Other Expenses	10,672		6,798		22,375
Income from continuing operations	$	38,375	$	78,844	$	4,807



	December 31, 2015		December 31, 2014
Balance Sheets
Investment in real estate	$	2,921,611	$	1,617,397
Total assets	3,237,835		1,894,670
Total debt	2,014,682		1,121,099
Total liabilities	2,195,940		1,301,223
Non controlling interest	535,573		364,560

Apartment & Office Buildings:



	Year Ended December 31,
	2015		2014			2013
Income Statement
Revenue	$	83,871	$	85,704		$	59,917
Other Expenses	75,384		86,153			64,643
Income from continuing operations	$	8,487	$	(449	)	$	(4,726	)



	December 31, 2015			December 31, 2014
Balance Sheets
Investment in real estate	$	590,331		$	632,753
Total assets	626,513			669,368
Total debt	512,479			498,330
Total liabilities	529,692			511,027
Non controlling interest	(4,463		)	49,170

Hotels:



	Year Ended December 31,
	2015			2014			2013
Income Statement
Revenue	$	83,324		$	82,899		$	22,090
Cost of Goods Sold	3,837			3,064			3,691
Other Expenses	112,069			133,258			35,164
Loss from continuing operations	$	(32,582	)	$	(53,423	)	$	(16,765	)



	December 31, 2015		December 31, 2014
Balance Sheets
Investment in real estate	$	824,753	$	777,157
Total assets	894,447		903,677
Total debt	511,029		506,655
Total liabilities	538,426		540,706
Non controlling interest	294,470		295,051

Commercial:



	Year Ended December 31,
	2015			2014		2013
Income Statement
Revenue	$	5,638		$	—	$	—
Other Expenses	5,642			—		—
Loss from continuing operations	$	(4	)	$	—	$	—



	December 31, 2015		December 31, 2014
Balance Sheets
Investment in real estate	$	65,398	$	—
Total assets	67,343		—
Total debt	55,624		—
Total liabilities	56,415		—

Other:



	Year Ended December 31,
	2015		2014		2013
Income Statement
Revenue	$	3,030	$	2,714	$	2,558
Other Expenses	1,049		1,019		927
Income from continuing operations	$	1,981	$	1,695	$	1,631



	December 31, 2015		December 31, 2014
Balance Sheets
Total assets	$	5,157	$	4,786
Total liabilities	$	1,022	$	766

(d) Real Estate Held for Sale, net:

The components of “Real Estate Held for Sale, net” were as follows:



	December 31, 2015		December 31, 2014
Escena, net	$	10,716	$	10,643
Sagaponack	12,602		—
Investment in consolidated real estate businesses, net	$	23,318	$	10,643

Escena. In March 2008, a subsidiary of New Valley purchased a loan collateralized by a substantial portion of a 450-acre approved master planned community in Palm Springs, California known as “Escena.” In April 2009 New Valley completed the foreclosure process and took title to the collateral which consisted of 867 residential lots with site and public infrastructure, an 18-hole golf course, a substantially completed clubhouse, and a seven-acre site approved for a 450-room hotel.

The assets have been classified as an “Real estate held for sale, net” on the Company’s consolidated balance sheet and the components are as follows:



	December 31, 2015			December 31, 2014
Land and land improvements	$	8,907		$	8,953
Building and building improvements	1,875			1,865
Other	1,923			1,568
	12,705			12,386
Less accumulated depreciation	(1,989		)	(1,743		)
	$	10,716		$	10,643

The Company recorded an operating loss of $789, $760 and $1,184 for the years ended December 31, 2015, 2014 and 2013, respectively, from Escena. The operating loss recorded for the year ended December 31, 2015 includes an impairment charge of $230 related to the golf course.

In October 2013, the Company sold 200 of the 867 residential lots for approximately $22,700, net of selling costs. The remaining project consists of 667 residential lots, consisting of both single family and multi-family lots, an 18-hole golf course, clubhouse restaurant and golf shop, and a seven-acre site approved for a 450-room hotel.

Investment in Indian Creek. In March 2013, New Valley invested $7,616 for an 80% interest in Timbo LLC (“Indian Creek”) which owns a residential real estate project located on Indian Creek, Florida. As a result of the 80% ownership interest, the consolidated financial statements of the Company include the results of Indian Creek.

In May 2014, the Indian Creek property was sold for $14,400 and New Valley received a distribution of approximately $7,100. New Valley recognized income of approximately $2,400 from the sale for the year ended December 31, 2014. The project has concluded.

Investment in Sagaponack. In April 2015, New Valley invested $12,502 in a residential real estate project located in Sagaponack, NY. The project is wholly owned and the balances of the project are included in the consolidated financial statements of the Company. As of December 31, 2015, the assets of Sagaponack consist of land and land improvements of $12,602.

Real Estate Market Conditions. Because of the risks and uncertainties of the real estate markets, the Company will continue to perform additional assessments to determine the impact of the markets, if any, on the Company’s consolidated financial statements. Thus, future impairment charges may occur.