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New Valley LLC
12 Months Ended
Dec. 31, 2021
Real Estate [Abstract]  
New Valley LLC NEW VALLEY LLC
(a) Investments in real estate ventures.  
New Valley also 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 aggregated 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)
December 31, 2021December 31, 2020
Condominium and Mixed Use Development:
            New York City SMSA
4.2%- 46.7%
$22,654 $30,465 
            All other U.S. areas
19.6% - 89.1%
57,485 37,773 
80,139 68,238 
Apartment Buildings:
            All other U.S. areas
7.6% - 50.0%
11,900 — 
11,900 — 
Hotels:
            New York City SMSA
0.4% - 12.3%
1,635 2,629 
            International49.0%1,522 1,852 
3,157 4,481 
Commercial:
            New York City SMSA49.0%— 2,591 
            All other U.S. areas1.6%7,290 7,084 
7,290 9,675 
Other
15.0% - 49.0%
2,576 3,006 
Investments in real estate ventures$105,062 $85,400 
_____________________________
(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:
December 31, 2021December 31, 2020
Condominium and Mixed Use Development:
            New York City SMSA$396 $1,805 
            All other U.S. areas33,719 11,140 
34,115 12,945 
Apartment Buildings:
            All other U.S. areas11,900 284 
11,900 284 
Hotels:
            New York City SMSA1,848 1,169 
1,848 1,169 
Other— 524 
Total contributions$47,863 $14,922 
For 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 years ended December 31, 2021 and 2020. 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:
December 31, 2021December 31, 2020
Condominium and Mixed Use Development:
            New York City SMSA$4,440 $1,819 
            All other U.S. areas13,593 18,188 
18,033 20,007 
Apartment Buildings:
            All other U.S. areas18,566 — 
18,566 — 
Commercial:
            New York City SMSA— 601 
            All other U.S. areas575 113 
575 714 
Total distributions$37,174 $20,721 
Of the distributions received by New Valley from its investment in real estate ventures, $25,326 and $1,903 were from distributions of earnings and $11,848 and $18,818 were a return of capital for the years ended December 31, 2021 and 2020, respectively. Distributions from earnings are included in cash from operations in the consolidated statements of cash flows, while distributions that are returns of capital are included in cash flows from investing activities in the consolidated statements of cash flows.
Equity in Earnings (Losses) from Real Estate Ventures
New Valley recognized equity in earnings (losses) from real estate ventures as follows:
Year Ended December 31,
202120202019
Condominium and Mixed Use Development:
            New York City SMSA$(4,147)$(17,167)$(31,011)
            All other U.S. areas(1)(16,578)(6,467)
(4,148)(33,745)(37,478)
Apartment Buildings:
            All other U.S. areas18,566 (284)79 
18,566 (284)79 
Hotels:
            New York City SMSA(1,597)(3,248)8,081 
            International(330)(308)41 
(1,927)(3,556)8,122 
Commercial:
            New York City SMSA(2,591)1,340 
            All other U.S. areas780 (437)773 
(1,811)903 774 
Other(430)(8,046)743 
Total equity in earnings (losses) from real estate ventures$10,250 $(44,728)$(27,760)
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 one of its New York City SMSA Commercial ventures was less than its carrying value for the year ended December 31, 2021. The Company determined that the impairments were other than temporary. The Company recorded impairment charges as a component of equity in losses from real estate ventures of $2,713 for the year ended December 31, 2021.
During the Company’s 2020 assessment of the carrying values of its investments in real estate ventures, the Company had determined that the fair value of five 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 December 31, 2020. The Company determined that the impairments were other than temporary. The Company recorded impairment charges of $16,513 for the year ended December 31, 2020.
During the Company’s 2019 assessment of the carrying values of its investments in real estate ventures, the Company had determined that the fair value of six 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 December 31, 2019. The Company determined that the impairments were other than temporary and recorded impairment charges of $39,757 of which $39,717 was attributed to the Company for the year ended December 31, 2019.
As a result of the Company recording impairment charges on certain of its investments in real estate ventures, the impaired real estate ventures were carried at fair value as of the period when the impairment charge was recorded. The impaired real estate ventures were measured at fair value on a nonrecurring basis as a result of recording an other-than-temporary impairment charge.
During the year ended 2021, New Valley’s Natura joint venture sold a parcel of land located in Miami, FL. New Valley recognized equity in earnings of $3,899 from the venture and received distributions of $5,168 for the year ended 2021. As of December 31, 2021, the venture had a carrying value of $13,009.
During the year ended 2021, New Valley’s Maryland joint venture sold its apartment complexes located in Baltimore, Maryland. New Valley recognized equity in earnings of $18,566 from the venture and received distributions of $18,566 for the year ended 2021. As of December 31, 2021, the venture had a carrying value of $0.
During the year ended 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 year ended 2019. The sale reduced New Valley’s direct ownership percentage of the Park Lane Hotel from 5.20% to 1.04%. 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.
In 2019, the Company’s New York City SMSA Apartment Building venture sold the remaining parcel of land that was adjacent to a building that was sold the year before. The Company recognized equity in earnings from the venture of $740 and cash distributions of $2,524 for the year ended December 31, 2019. As of December 31, 2021, the venture had a carrying value of $0.
Investment in Real Estate Ventures Entered Into During 2021
In October 2021, New Valley invested $11,900 for an approximate 50.0% interest in Riverchase AL JV LP. The joint venture plans to improve, renovate, and manage an apartment complex located in Hoover, AL. The venture is a VIE; 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 Riverchase AL JV LP was $11,900 at December 31, 2021.
In November 2021, New Valley invested $19,500 for an approximate 89.1% interest in 915 Division JV, LLC. The joint venture plans to develop a mixed use development. The venture is a VIE; 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 915 Division JV, LLC was $19,884 at December 31, 2021.
In November 2021, New Valley invested $1,882 for an approximate 50.0% interest in 2000 Atlantic LLC. The joint venture plans to develop a mixed use development. The venture is a VIE; 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 2000 Atlantic LLC was $1,919 at December 31, 2021.
VIE Consideration
The Company has determined that New Valley is the primary beneficiary of one real estate venture because it controls the activities that most significantly impact the economic performance of the real estate venture. Consequently, New Valley consolidates this variable interest entity (“VIE”).
The carrying amount of the consolidated assets of the VIE was $0 at both December 31, 2021 and December 31, 2020. Those assets are owned by the VIE, not the Company. The consolidated VIE had no recourse liabilities as of December 31, 2021 and December 31, 2020. A VIE’s assets can only be used to settle the obligations of that VIE. The VIE is not a guarantor 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:
December 31, 2021
Condominium and Mixed Use Development:
            New York City SMSA$22,654 
            All other U.S. areas57,484 
80,138 
Apartment Buildings:
            All other U.S. areas11,900 
11,900 
Hotels:
            New York City SMSA1,635 
            International1,522 
3,157 
Commercial:
            All other U.S. areas7,290 
7,290 
Other2,576 
Total maximum exposure to loss$105,061 
New Valley capitalized $2,669 and $4,003 of interest costs into the carrying value of its ventures whose projects were currently under development during the years ended December 31, 2021 and December 31, 2020, respectively.
(b) Guarantees and Commitments:
The joint venture agreements through which New Valley invests in real estate ventures set forth certain conditions where New Valley or its affiliate may be required to contribute payments towards the satisfaction of liabilities of the other partners in the joint venture, or to otherwise indemnify other partners. Mostly, these contribution/indemnity requirements are triggered in the event New Valley or its affiliate commits an act that results in liability of another partner under a guarantee that the other partner has given to a lender in connection with a loan. The guarantees given in connection with the loans may include non-recourse carve-out, environmental, carry and/or completion guarantees, depending on the specific project. In some instances, New Valley or its affiliate would be proportionately liable in the event of liability under a guarantee that is not the fault of any of the partners in the joint venture. In very limited circumstances, New Valley has agreed to be a guarantor directly in connection with a loan.
The Company believes that as of December 31, 2021, in the event New Valley becomes legally obligated to contribute funds or otherwise indemnify another partner due to a triggering event under a guarantee, or becomes legally obligated as a guarantor (in the limited circumstances where New Valley is a direct guarantor under the loan documents), the real estate underlying the applicable project is expected to be sufficient to largely repay any guaranteed obligation (although a lender need not necessarily resort to foreclosing on the real estate before seeking recourse under a loan guarantee). New Valley has no additional capital commitments as of December 31, 2021.
(c) Combined Financial Statements for Unconsolidated Subsidiaries Accounted for on Equity Method:
Pursuant to Rule 4-08(g), the following summarized financial data for unconsolidated subsidiaries includes information for the following: Other Condominium and Mixed Use Development, Apartment Buildings, Hotels, Commercial and Other.
Other Condominium and Mixed Use Development:
Year Ended December 31,
202120202019
Income Statements
Revenue$301,703 $386,859 $208,767 
Cost of goods sold317,894 302,234 76,162 
Other expenses117,985 270,642 149,014 
Loss from continuing operations$(134,176)$(186,017)$(16,409)
December 31,
2021
December 31,
2020
Balance Sheets
Investment in real estate$1,434,205 $4,465,118 
Total assets1,513,581 4,551,788 
Total debt1,107,366 3,569,361 
Total liabilities1,284,579 3,921,492 
Non-controlling interest63,781 83,807 
Apartment Buildings:
Year Ended December 31,
202120202019
Income Statements
Revenue$35,213 $65,808 $70,862 
Other expenses46,360 63,705 67,094 
(Loss) income from continuing operations$(11,147)$2,103 $3,768 
December 31,
2021
December 31,
2020
Balance Sheets
Investment in real estate$— $544,610 
Total assets6,780 563,523 
Total debt— 392,324 
Total liabilities131 399,269 
Non-controlling interest4,990 123,273 
Hotels:
Year Ended December 31,
202120202019
Income Statements
Revenue$42,549 $130,742 $147,446 
Cost of goods sold3,671 2,671 5,399 
Other expenses201,211 256,973 220,045 
Loss from continuing operations$(162,333)$(128,902)$(77,998)
December 31,
2021
December 31,
2020
Balance Sheets
Investment in real estate$1,553,911 $1,489,085 
Total assets1,631,664 1,575,800 
Total debt1,110,700 1,071,445 
Total liabilities1,213,044 1,143,419 
Non-controlling interest412,165 427,439 
Commercial:
Year Ended December 31,
202120202019
Income Statements
Revenue$1,662 $7,911 $7,821 
Equity in (losses) earnings24,383 (13,671)24,159 
Other expenses1,412 4,740 7,724 
Income (loss) from continuing operations$24,633 $(10,500)$24,256 
December 31,
2021
December 31,
2020
Balance Sheets
Investment in real estate$51,173 $51,487 
Total assets71,296 70,270 
Total debt55,625 55,625 
Total liabilities55,016 55,199 
Other:
Year Ended December 31,
202120202019
Income Statements
Revenue$180,092 $571 $390,478 
Cost of Goods Sold— — 220,316 
Other expenses303,352 48,633 155,257 
(Loss) income from continuing operations$(123,260)$(48,062)$14,905 
December 31,
2021
December 31,
2020
Balance Sheets
Investment in real estate$392,754 $1,216,819 
Total assets444,520 1,237,794 
Total debt227,724 722,930 
Total liabilities233,329 903,196 
Non-controlling interest152,775 272,196 
(d) Investments in real estate, net:
The components of “Investments in real estate, net” were as follows:
December 31,
2021
December 31,
2020
Escena, net$9,098 $9,735 
Townhome A (11 Beach Street)— 5,896 
            Investment in real estate, net$9,098 $15,631 
Escena. In March 2008, a wholly owned 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. The project consists of 615 residential lots with site and public infrastructure, an 18-hole golf course, a completed clubhouse, and a seven-acre site approved for a 450-room hotel.
The assets have been classified as an “Investments in real estate, net” on the Company’s consolidated balance sheets and the components were as follows:
December 31,
2021
December 31,
2020
Land and land improvements$8,520 $8,911 
Building and building improvements1,926 1,926 
Other1,643 1,672 
 12,089 12,509 
Less accumulated depreciation(2,991)(2,774)
 $9,098 $9,735 
The Company recorded operating income of $63 and operating losses of $735 and $862 for the years ended December 31, 2021, 2020 and 2019, respectively, from Escena.
Investment in Sagaponack. In April 2015, New Valley invested $12,502 in a residential real estate project located in Sagaponack, NY. In August 2020, New Valley sold the project for $20,500 and recognized the revenue in accordance with the
scope of ASC Topic 606 since New Valley has no continuing investment or involvement. The sales were presented as revenues
and the cost of the investment as cost of goods sold on the consolidated statements of operations.
Townhome A (11 Beach Street). In November 2020, New Valley received, as part of a liquidating distribution from a real estate joint venture, Unit TH-A, a townhouse located in Manhattan, NY. In April 2021, New Valley sold the unit for $6,750 and recognized the revenue in accordance with the scope of ASC Topic 606 since New Valley has no continuing investment or involvement. The sale was presented as revenue and the cost of the investment as cost of sales on the consolidated statements of operations.
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.