XML 62 R16.htm IDEA: XBRL DOCUMENT v3.19.3
New Valley LLC
9 Months Ended
Sep. 30, 2019
Real Estate [Abstract]  
New Valley LLC
NEW VALLEY LLC

Investments in real estate ventures:

New Valley holds equity investments in various real estate projects domestically and internationally. The majority of New Valley’s investment in real estate ventures were located in the New York City Standard Metropolitan Statistical Area (“SMSA”). New Valley aggregates the disclosure of its investments in real estate ventures by property type and operating characteristics.

The components of “Investments in real estate ventures” were as follows:
 
Range of Ownership (1)
 
September 30, 2019
 
December 31, 2018
Condominium and Mixed Use Development:
 
 
 
 
 
            New York City SMSA
3.1% - 49.5%
 
$
85,221

 
$
65,007

            All other U.S. areas
15.0% - 48.5%
 
48,091

 
31,392

 
 
 
133,312

 
96,399

Apartment Buildings:
 
 
 
 
 
            All other U.S. areas
7.6% - 16.3%
 

 

 
 
 

 

Hotels:
 
 
 
 
 
            New York City SMSA
1.0% - 18.4%
 
2,513

 
15,782

            International
49.0%
 
2,405

 
2,334

 
 
 
4,918

 
18,116

Commercial:
 
 
 
 
 
            New York City SMSA
49.0%
 
1,968

 
1,867

            All other U.S. areas
1.6%
 
7,468

 
7,053

 
 
 
9,436

 
8,920

 
 
 
 
 
 
Other:
15.0% - 50.0%
 
11,903

 
17,670

Investments in real estate ventures
 
 
$
159,569

 
$
141,105

______________________
(1) The Range of Ownership reflects New Valley’s estimated current ownership percentage. New Valley’s actual ownership percentage as well as the percentage of earnings and cash distributions may ultimately differ as a result of a number of factors including potential dilution, financing or admission of additional partners.

Contributions:

The components of New Valley’s contributions to its investments in real estate ventures were as follows:
 
Nine Months Ended
 
September 30,
 
2019
 
2018
Condominium and Mixed Use Development:
 
 
 
            New York City SMSA
$
21,760

 
$
1,158

            All other U.S. areas
14,000

 

 
35,760

 
1,158

Apartment Buildings:
 
 
 
            New York City SMSA

 
522

 

 
522

Hotels:
 
 
 
            New York City SMSA
172

 
167

 
172

 
167

 
 
 
 
Other:
337

 
4,285

Total contributions
$
36,269

 
$
6,132



During the nine months ended September 30, 2019, New Valley did not make certain capital contributions to Monad Terrace, a Condominium and Mixed Use Development located in All other U.S. areas. The Company’s ownership percentage was reduced from 18% to 17% for the nine months ended September 30, 2019. For other ventures where New Valley previously held an investment, New Valley contributed its proportionate share of additional capital along with contributions by the other investment partners during the nine months ended September 30, 2019 and September 30, 2018. New Valley’s direct investment percentage for these ventures did not significantly change. 

Distributions:

The components of distributions received by New Valley from its investments in real estate ventures were as follows:
 
Nine Months Ended
 
September 30,
 
2019
 
2018
Condominium and Mixed Use Development:
 
 
 
            New York City SMSA
$
3,380

 
$
38,860

            All other U.S. areas
1,279

 

 
4,659

 
38,860

Apartment Buildings:
 
 
 
            All other U.S. areas
79

 
295

 
79

 
295

Hotels:
 
 
 
            New York City SMSA
21,572

 

 
21,572

 

Commercial:
 
 
 
            New York City SMSA
13

 
9

            All other U.S. areas
160

 
10,072

 
173

 
10,081

 
 
 
 
Other
8,088

 
657

Total distributions
$
34,571

 
$
49,893



Of the distributions received by New Valley from its investment in real estate ventures, $3,637 and $12,074 were from distributions of earnings for the nine months ended September 30, 2019 and 2018, respectively, and $30,934 and $37,819 were a return of capital for the nine months ended September 30, 2019 and 2018, respectively. Distributions from earnings are included in cash from operations in the Condensed Consolidating Statements of Cash Flows, while distributions that are returns of capital are included in cash flows from investing activities in the Condensed Consolidating Statements of Cash Flows.
During the nine months ended September 30, 2019, New Valley’s Park Lane joint venture sold 80% of its interest in the Park Lane Hotel, a Hotel located in the New York City SMSA. New Valley recognized equity in earnings of $10,328 from the sale and received distributions of $20,788 for the nine months ended September 30, 2019, respectively. The sale reduced New Valley’s direct ownership percentage of the Park Lane Hotel from 5.2% to 1.0%. New Valley continues to account for its investment in the joint venture under the equity method of accounting because its ownership percentage in its direct investment continues to meet the threshold for equity method accounting.

Equity in Earnings (Losses) from Real Estate Ventures:

New Valley recognized equity in earnings (losses) from real estate ventures as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2019
 
2018
 
2019
 
2018
Condominium and Mixed Use Development:
 
 
 
 
 
 
 
            New York City SMSA
$
2,099

 
$
1,732

 
$
(1,127
)
 
$
(1,880
)
            All other U.S. areas
4,600

 
(151
)
 
2,234

 
(976
)
 
6,699

 
1,581

 
1,107

 
(2,856
)
Apartment Buildings:
 
 
 
 
 
 
 
            New York City SMSA

 
(1,267
)
 

 
(4,550
)
            All other U.S. areas
76

 
156

 
79

 
142

 
76

 
(1,111
)
 
79

 
(4,408
)
Hotels:
 
 
 
 
 
 
 
            New York City SMSA
(102
)
 
(749
)
 
8,132

 
(2,200
)
            International
434

 
206

 
70

 
(362
)
 
332

 
(543
)
 
8,202

 
(2,562
)
Commercial:
 
 
 
 
 
 
 
            New York City SMSA
(149
)
 
(228
)
 
114

 
(617
)
            All other U.S. areas
146

 
273

 
517

 
1,416

 
(3
)
 
45

 
631

 
799

 
 
 
 
 
 
 
 
Other:
946

 
322

 
1,983

 
649

Equity in earnings (losses) from real estate ventures
$
8,050

 
$
294

 
$
12,002

 
$
(8,378
)


As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of four New York City SMSA and one All other U.S. areas Condominium and Mixed Use Development ventures were less than their carrying value as of September 30, 2019. The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in earnings from real estate ventures of $4,445 and $8,311 for the three and nine months ended September 30, 2019, respectively.
As part of the Company’s ongoing assessment of the carrying values of its investments in real estate ventures, the Company determined that the fair value of a New York City SMSA Condominium and Mixed Use Development venture was less than its carrying value as of September 30, 2018. The Company determined that the impairment was other than temporary. The Company recorded an impairment charge as a component of equity in losses from real estate ventures of $2,700 and $10,174, of which $2,113 and $8,467 were attributed to the Company for the three and nine months ended September 30, 2018, respectively.
Investment in Real Estate Ventures Entered into during 2019:

In February 2019, New Valley invested $500 for an approximate 37.0% interest in 352 6th, LLC. The joint venture plans to develop a condominium complex. The venture 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 352 6th, LLC was $529 at September 30, 2019.
In April 2019, New Valley invested $10,018 for an approximate 17.0% interest in Meatpacking Plaza. The joint venture plans to construct a mixed use development. The venture 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 Meatpacking Plaza was $10,487 at September 30, 2019.
Also in April 2019, New Valley invested $5,000 for an approximate 5.5% interest in 9 DeKalb. The joint venture plans to develop a mixed use development. The venture 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 9 DeKalb was $5,234 at September 30, 2019.
In September 2019, New Valley invested $14,000 for an approximate 38.9% interest in The Park on Fifth (500 Alton Rd). The joint venture plans to construct a mixed use development. The venture 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 The Park on Fifth (500 Alton Rd) was $14,000 at September 30, 2019.
VIE Consideration:

The Company has determined that New Valley is the primary beneficiary of two real estate ventures because it controls the activities that most significantly impact economic performance of each of the two real estate ventures. Consequently, New Valley consolidates these variable interest entities (“VIEs”).

The carrying amount of the consolidated assets of the VIEs was $976 and $1,387 as of September 30, 2019 and December 31, 2018, respectively. Those assets are owned by the VIEs, not the Company. Neither of the two consolidated VIEs had recourse liabilities as of September 30, 2019 and December 31, 2018. 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.

For the remaining investments in real estate ventures, New Valley determined that the entities were VIEs but New Valley was not the primary beneficiary. Therefore, New Valley’s investment in such real estate ventures has been accounted for under the equity method of accounting.

Maximum Exposure to Loss:

New Valley’s maximum exposure to loss from its investments in real estate ventures consisted of the net carrying value of the venture adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was as follows:
 
September 30, 2019
Condominium and Mixed Use Development:
 
            New York City SMSA
$
90,143

            All other U.S. areas
60,591

 
150,734

Hotels:
 
            New York City SMSA
2,513

            International
2,405

 
4,918

Commercial:
 
            New York City SMSA
1,968

            All other U.S. areas
7,468

 
9,436

 
 
Other:
26,535

Total maximum exposure to loss
$
191,623



New Valley capitalized $1,703 and $4,706 of interest costs into the carrying value of its ventures whose projects were currently under development for the three and nine months ended September 30, 2019. New Valley capitalized $2,246 and $6,549 of interest costs into the carrying value of its venture whose projects were currently under development for the three and nine months ended September 30, 2018.

Douglas Elliman has been engaged by the developers as the sole broker or the co-broker for several of the real estate ventures that New Valley owns an interest. Douglas Elliman earned gross commissions of approximately $15,394 and $16,603 from these projects for the nine months ended September 30, 2019 and 2018, respectively.
On November 1, 2019, Douglas Elliman sold its 50% interest in Innova Risk Management, an insurance brokerage company. Douglas Elliman received $8,732 in cash in November 2019 and may receive an additional $1,000 in a potential earn out over a period of two years.

Combined Financial Statements for Unconsolidated Subsidiaries:
The following summarized financial data for certain unconsolidated subsidiaries that meet certain thresholds pursuant to SEC Regulation S-X Rule 210.10-01(b) includes information for the 125 Greenwich Street investment. New Valley has elected a one-month lag reporting period for the investment.

Condominium and Mixed Use Development:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2019
 
2018
 
2019
 
2018
Income Statement
 
 
 
 
 
 
 
Revenue
$
1

 
$
6

 
$
4

 
$
27

Other expenses
495

 
745

 
3,250

 
145,223

Loss from continuing operations
$
(494
)
 
$
(739
)
 
$
(3,246
)
 
$
(145,196
)


Investments in Real Estate, net:

The components of “Investments in real estate, net” were as follows:
 
September 30,
2019
 
December 31,
2018
Escena, net
$
10,049

 
$
10,170

Sagaponack
17,960

 
16,050

            Investments in real estate, net
$
28,009

 
$
26,220



Escena.  The assets of “Escena, net” were as follows:
 
September 30,
2019
 
December 31,
2018
Land and land improvements
$
8,910

 
$
8,910

Building and building improvements
1,926

 
1,900

Other
1,680

 
2,162

 
12,516

 
12,972

Less accumulated depreciation
(2,467
)
 
(2,802
)
 
$
10,049

 
$
10,170



New Valley recorded operating losses of $965 and $918 for the three months ended September 30, 2019 and 2018, respectively, from Escena. New Valley recorded operating losses of $633 and $408 for the nine months ended September 30, 2019 and 2018, respectively, from Escena.

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 condensed consolidated financial statements of the Company. As of September 30, 2019 and December 31, 2018, the assets of Sagaponack consisted of land and land improvements of $17,960 and $16,050, respectively.