The Company consolidates certain VIEs for which the Company is the primary beneficiary. As of March 31, 2025, the Company has identified nine consolidated VIEs, including the Operating Partnership and the Funds. Excluding the Operating Partnership and the Funds, the VIEs consisted of four in-service Core properties: the Williamsburg Portfolio, 239 Greenwich Avenue, 8833 Beverly Boulevard, and the Renaissance Portfolio. The Operating Partnership is considered a VIE in which the Company is the primary beneficiary because the limited partners do not have substantive kick-out or participating rights. The Company consolidates these VIEs because it is the primary beneficiary in which the Company has (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb the entity’s losses or receive benefits from the entity that could potentially be significant to the entity. The third parties’ interests in these consolidated entities are reflected as noncontrolling interests and redeemable noncontrolling interests in the accompanying condensed consolidated financial statements and in Note 10.

The majority of the operations of these VIEs are funded with fees earned from investment opportunities or cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital commitments and capital expenditures, which are deemed necessary to continue to operate the entity and any operating cash shortfalls the entity may experience.

Since the Company conducts its business through and substantially all of its interests are held by the Operating Partnership, substantially all of the assets and liabilities on the Condensed Consolidated Balance Sheets represent the assets and liabilities of the Operating Partnership. As of March 31, 2025 and December 31, 2024, the Condensed Consolidated Balance Sheets include the following assets and liabilities of the consolidated VIEs of the Operating Partnership:


(in thousands)	March 31, 2025		December 31, 2024
VIE ASSETS
Operating real estate, net	$	1,855,850	$	1,640,071
Real estate under development		32,348		31,514
Investments in and advances to unconsolidated affiliates		70,315		74,361
Other assets, net		92,194		79,381
Right-of-use assets - operating leases, net		1,865		1,978
Cash and cash equivalents		28,448		15,934
Restricted cash		13,272		11,013
Rents receivable, net		27,473		27,317
Total VIE assets (a)	$	2,121,765	$	1,881,569

VIE LIABILITIES
Mortgage and other notes payable, net	$	902,293	$	799,734
Accounts payable and other liabilities		127,613		120,088
Lease liability - operating leases, net		1,961		2,077
Total VIE liabilities (a)	$	1,031,867	$	921,899

(a)

As of March 31, 2025 and December 31, 2024, includes total VIE assets of $692.7 million and $705.6 million, respectively, and total VIE liabilities of $234.1 million and $235.1 million, respectively, related to third-party mortgages that are collateralized by the real estate assets of City Point, a Fund II property, and 27 East 61st Street, 801 Madison Avenue, and 1035 Third Avenue, all Fund IV properties, of which $72.5 million is guaranteed by the Operating Partnership (Note 9). The remaining VIE assets are generally encumbered by third-party non-recourse mortgage debt and are collateral under the respective property mortgage loans and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The remaining VIE assets may only be used to settle obligations of these consolidated VIEs and the remaining VIE liabilities are only the obligations of these consolidated VIEs and they do not have recourse to the Operating Partnership or the Company.

The Company holds variable interests in certain VIEs which are not consolidated. While the Company may be responsible for managing the day-to-day operations of these investees, it is not the primary beneficiary of these VIEs, as the Company does not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE’s economic performance. The Company accounts for investments in these entities under the equity method (Note 4). As of March 31, 2025, the Company had two unconsolidated VIEs: 1238 Wisconsin Avenue and the Georgetown Portfolio. The Company’s involvement with these entities is in the form of direct and indirect equity interests and fee arrangements. The maximum exposure to loss in these entities is limited to: (i) the amount of the Company’s equity investment and (ii) debt guarantees (Note 9). The Company’s investment in the assets of these unconsolidated VIEs was $44.0 million and $44.2 million as of March 31, 2025 and December 31, 2024, respectively. The Company’s aggregate investment in the liabilities of these unconsolidated VIEs was $39.1 million at March 31, 2025 and December 31, 2024.