XML 38 R15.htm IDEA: XBRL DOCUMENT v3.25.0.1
Investments in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments In Unconsolidated Joint Ventures
6. Investments in Unconsolidated Joint Ventures
The investments in unconsolidated joint ventures consist of the following at December 31, 2024 and December 31, 2023:
 Carrying Value of Investment (1)
EntityPropertiesNominal % OwnershipDecember 31, 2024December 31, 2023
(in thousands)
Square 407 Limited PartnershipMarket Square North50.00 %$(11,924)$(5,996)
901 New York, LLC901 New York Avenue25.00 %(2)— (11,764)
WP Project Developer LLCWisconsin Place Land and Infrastructure33.33 %(3)29,775 30,375 
500 North Capitol Venture LLC500 North Capitol Street, NW30.00 %(11,696)(10,253)
501 K Street LLC1001 6th Street50.00 %45,903 44,774 
Podium Developer LLCThe Hub on Causeway - Podium50.00 %42,310 45,201 
Residential Tower Developer LLCHub50House50.00 %42,493 40,235 
Hotel Tower Developer LLCThe Hub on Causeway - Hotel Air Rights50.00 %14,271 13,494 
Office Tower Developer LLC100 Causeway Street50.00 %55,810 57,660 
1265 Main Office JV LLC1265 Main Street50.00 %3,476 3,585 
BNY Tower Holdings LLCDock 72 50.00 %(4)(9,889)(11,890)
CA-Colorado Center, LLCColorado Center50.00 %65,000 237,815 
7750 Wisconsin Avenue LLC 7750 Wisconsin Avenue 50.00 %48,423 50,064 
BP-M 3HB Venture LLC3 Hudson Boulevard25.00 %112,771 115,103 
Platform 16 Holdings LPPlatform 1655.00 %56,265 45,564 
Gateway Portfolio Holdings LLCGateway Commons50.00 %272,000 376,834 
Rosecrans-Sepulveda Partners 4, LLCBeach Cities Media Campus50.00 %27,051 27,034 
Safeco Plaza REIT LLCSafeco Plaza33.67 %(5)— 44,734 
360 PAS Holdco LLC360 Park Avenue South71.11 %(6)74,592 42,988 
PR II/BXP Reston Gateway LLCSkymark - Reston Next Residential20.00 %14,844 15,184 
751 Gateway Holdings LLC751 Gateway 49.00 %99,701 93,411 
200 Fifth Avenue JV LLC200 Fifth Avenue26.69 %70,673 75,718 
ABXP Worldgate Investments LLC13100 and 13150 Worldgate Drive50.00 %18,225 17,546 
$1,060,074 $1,337,416 
 _______________
(1)Investments with deficit balances aggregating approximately $33.5 million and $39.9 million at December 31, 2024 and December 31, 2023, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.
(2)At December 31, 2023, the Company’s economic ownership was approximately 50%. On January 8, 2024, the Company completed the acquisition of its joint venture partner’s 50% economic ownership interest for a gross purchase price of
$10.0 million, as described in Note 3 and this Note 6. Since then, the Company accounts for its assets, liabilities and operations on a consolidated basis.
(3)The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.33% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.
(4)This property includes net equity balances from the amenity joint venture.
(5)The Company’s ownership includes (1) a 33.0% direct interest in the joint venture, and (2) an additional 1% interest in each of the two entities through which each partner owns its interest in the joint venture.
(6)The Company’s ownership includes (1) a 35.79% direct interest in the joint venture, (2) an additional 35.02% indirect ownership in the joint venture, and (3) an additional 1% interest in the entity through which the partner owns its interest in the joint venture.
Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint venture. Under certain of the Company’s joint venture agreements, if certain return thresholds are achieved, the partners or the Company will be entitled to an additional promoted interest or payments.
The combined summarized balance sheets of the Company’s unconsolidated joint ventures are as follows: 
December 31, 2024December 31, 2023
 (in thousands)
ASSETS
Real estate and development in process, net (1)$5,748,198 $5,811,763 
Other assets (2)703,096 682,291 
Total assets$6,451,294 $6,494,054 
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net$3,206,723 $3,351,873 
Other liabilities (3)292,125 361,357 
Members’/Partners’ equity2,952,446 2,780,824 
Total liabilities and members’/partners’ equity$6,451,294 $6,494,054 
Company’s share of equity$1,344,543 $1,278,483 
Basis differentials (4)(284,469)58,933 
Carrying value of the Company’s investments in unconsolidated joint ventures (5)$1,060,074 $1,337,416 
_______________
(1)At December 31, 2024 and December 31, 2023, this amount included right of use assets - operating leases totaling approximately $19.0 million and $20.1 million, respectively.
(2)At December 31, 2024 and December 31, 2023, this amount included sales-type lease receivable, net totaling approximately $14.1 million and $13.9 million, respectively.
(3)At December 31, 2024 and December 31, 2023, this amount included lease liabilities - operating leases totaling approximately $30.5 million.
(4)This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investment in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million, and $46.8 million, respectively. During the year ended December 31, 2023, the Company recognized an other-than-temporary loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. The Company’s basis differences include:
December 31, 2024December 31, 2023
Property(in thousands)
Colorado Center$127,632 $298,906 
200 Fifth Avenue49,656 58,308 
Gateway Commons(74,500)48,971 
Safeco Plaza(75,576)(29,678)
Dock 72(92,054)(95,521)
360 Park Avenue South(113,265)(116,534)
Platform 16(142,698)(143,052)
These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities. An additional $36.3 million and $37.5 million of other basis differentials are not included above at December 31, 2024 and December 31, 2023, respectively.
(5)Investments with deficit balances aggregating approximately $33.5 million and $39.9 million at December 31, 2024 and December 31, 2023, respectively, are reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.
The combined summarized statements of operations of the Company’s unconsolidated joint ventures are as follows: 
 Year ended December 31,
 202420232022
 (in thousands)
Total revenue (1)$507,678 $612,589 $512,078 
Expenses
Operating204,625 239,947 198,632 
Transaction costs456 301 837 
Depreciation and amortization160,756 197,228 181,041 
Total expenses365,837 437,476 380,510 
Other income (expense)
Loss from early extinguishment of debt— (3)(1,327)
Interest expense(176,994)(227,537)(154,065)
Unrealized gain (loss) on derivative instruments5,570 (6,582)1,681 
Gain on sales-type lease— 2,737 — 
Net loss$(29,583)$(56,272)$(22,143)
Company’s share of net loss$(10,912)$(19,599)$(2,551)
Gain on investment (2)— 35,756 — 
Gain on sale / consolidation (3)21,696 28,412 — 
Impairment losses on investments (4)(341,338)(272,603)(50,705)
Basis differential (5)(12,623)(11,509)(6,584)
Loss from unconsolidated joint ventures$(343,177)$(239,543)$(59,840)
_______________ 
(1)Includes straight-line rent adjustments of approximately $13.7 million, $28.7 million and $62.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(2)During the year ended December 31, 2023, the Company completed a restructuring of its ownership in Metropolitan Square.
(3)During the year ended December 31, 2024, the Company acquired its joint venture partner’s 50% economic interest in 901 New York Avenue. During the year ended December 31, 2023, the Company acquired its joint venture partner’s 45% ownership interest in Santa Monica Business Park.
(4)During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment loss on its investments in Colorado Center, Gateway Commons and Safeco Plaza of approximately $168.4 million, $126.1 million, and $46.8 million, respectively. During the year ended December 31, 2023, the Company recognized an other-than-temporary impairment loss on its investments in Platform 16, 360 Park Avenue South, 200 Fifth Avenue and Safeco Plaza
of approximately $155.2 million, $54.0 million, $33.4 million and $29.9 million, respectively. During the year ended December 31, 2022, the Company recognized an other-than-temporary impairment loss on its investment in the unconsolidated joint venture that owns Dock 72 in Brooklyn, New York totaling approximately $50.7 million.
(5)Includes depreciation and amortization of approximately $15.4 million, $16.6 million and $7.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Includes unrealized gain (loss) on derivative instruments of approximately $1.5 million, $(1.8) million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Includes straight-line rent adjustments of approximately $1.3 million, $1.5 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Also includes net above-/below-market rent adjustments of approximately $0.8 million, $0.8 million and $0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
On January 2, 2024, a joint venture in which the Company has a 50% ownership interest partially placed in-service 651 Gateway, an approximately 327,000 net rentable square foot laboratory/life sciences project in South San Francisco, California (See Note 17).
On January 8, 2024, the Company acquired its joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC, for a gross purchase price of $10.0 million in cash (See Note 3). Prior to the acquisition, the Company had a 50% economic ownership interest in the joint venture and accounted for it under the equity method of accounting. The acquisition resulted in the Company having full ownership of the joint venture such that the Company now accounts for its assets, liabilities, and operations on a consolidated basis in its financial statements instead of under the equity method of accounting. As a result, the Company recognized a gain on consolidation of approximately $21.8 million.
On February 6, 2024, a joint venture in which the Company has a 25% ownership interest extended the maturity date of the loan collateralized by its 3 Hudson Boulevard property. At the time of the extension, the loan had an outstanding principal balance totaling $80.0 million and was scheduled to mature on February 9, 2024. The extended loan was scheduled to mature on May 9, 2024. On May 8, 2024, the loan was extended 30 days and on June 7, 2024, the loan was extended an additional 60 days. The extended loan continued to bear interest at a variable rate equal to Term SOFR plus approximately 3.61% per annum and matured on August 7, 2024. As of December 31, 2024, the loan was in a maturity default and had an outstanding balance, including accrued and unpaid interest and default interest of approximately $119.6 million. The joint venture is negotiating a new third-party loan, however, there can be no assurance that the joint venture will enter into a new third-party loan on the terms and schedule currently contemplated or at all. The Company is the lender of the loan, and the loan and accrued interest are reflected as Related Party Note Receivables, Net and Tenant and Other Receivables, Net, respectively, on the Company’s Consolidated Balance Sheets. 3 Hudson Boulevard consists of land and improvements held for future development located in New York, New York.
On February 9, 2024, a joint venture in which the Company has a 50% ownership interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property. The construction loan had a total commitment amount of approximately $252.6 million. The extended loan continues to bear interest at a variable rate equal to Term SOFR plus 1.35% per annum and matures on April 26, 2025. At the time of the extension, the loan had an outstanding balance totaling approximately $251.6 million and was scheduled to mature on April 26, 2024. 7750 Wisconsin Avenue is an office property with approximately 736,000 net rentable square feet located in Bethesda, Maryland.
On July 18, 2024, a joint venture in which the Company has a 50% ownership interest extended by one year the maturity date of its loan collateralized by 100 Causeway Street. At the time of the extension, the loan had an outstanding balance totaling approximately $333.6 million, bore interest at Term SOFR plus 1.48% per annum, and was scheduled to mature on September 5, 2024. Following the extension, the loan will continue to bear interest at Term SOFR plus 1.48% per annum, and is scheduled to mature on September 5, 2025. 100 Causeway Street is an approximately 634,000 net rentable square foot office property located in Boston, Massachusetts.
On August 7, 2024, a joint venture in which the Company has a 71.11% ownership interest partially placed in-service 360 Park Avenue South, a 20-story, office building with ground floor retail located in New York City, New York, aggregating approximately 450,000 net rentable square feet. On December 13, 2024, the joint venture extended the maturity date of its mortgage loan by three years. At the time of the extension, the loan had an outstanding balance totaling approximately $220.0 million, bore interest at Adjusted Term SOFR plus 2.40% per annum, and was scheduled to mature on December 14, 2024. Following the extension, the loan will bear interest at Term SOFR plus 2.50% per annum, and is scheduled to mature on December 13, 2027.
On December 13, 2024, a joint venture in which the Company has a 20% ownership interest fully placed in-service Skymark, a luxury residential property located in Reston, Virginia, that consists of 508 residential units aggregating approximately 417,000 net rentable square feet across a five-story, low-rise building and a 39-story tower.
Impairments
The Company’s investments in unconsolidated joint ventures are reviewed for indicators of impairment on a quarterly basis and the Company records impairment charges when events or circumstances indicate that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary. During the year ended December 31, 2024, the Company conducted and reviewed, along with its joint venture partners, the 2025 business plans for each of its ventures. During this year end review, the Company evaluated key indicators related to certain investments in unconsolidated joint ventures, including changes in cash flows, declining market conditions and leasing activities, continued actual and projected operating deficits and receipts and considerations of third-party joint venture property appraisals. Such evaluation of key impairment indicators resulted in the Company determining that the decline in value, for certain joint venture properties, was other-than-temporary and therefore the Company recorded impairment charges during the year ended December 31, 2024. The Company determined that its investment was categorized within Level 3 of the fair value hierarchy, as it utilized significant unobservable inputs in its assessment. The table below states the amount of each impairment as well as the inputs used in the calculation (dollars in thousands).
PropertyImpairment AmountExit Capitalization RateDiscount Rate
Colorado Center$168,391 7.5 %10.0 %
Gateway Commons126,163 7.0 %9.0 %
Safeco Plaza46,784 7.0 %8.0 %
Total$341,338 
Colorado Center consists of six office buildings aggregating approximately 1.1 million net rentable square feet located in Santa Monica, California. Gateway Commons is an office park consisting of five buildings aggregating approximately 785,500 net rentable square feet located in South San Francisco, California. Safeco Plaza is an office tower with approximately 763,000 net rentable square feet located in Seattle, Washington.