On March 29, 2024, the joint venture that owns 60 Wall Street, in which we have a 5.0% ownership interest, modified the existing $575,000,000 non-recourse mortgage loan and extended the maturity to May 2029. In connection with the modification, the loan was split into (i) a $316,250,000 A-Note that bears interest at Term Secured Overnight Financing Rate (“SOFR”) plus 245 basis points, of which 4.0% is current pay and the remaining is accrued, and (ii) a $258,750,000 B-Note that accrues interest at 12.0%. The joint venture plans to redevelop the property and all amounts funded by the joint venture will be senior to the B-Note and all accrued interest.

On April 30, 2024, the joint venture that owns 111 Sutter Street, in which we have a 49.0% ownership interest, modified the existing $164,775,000 non-recourse mortgage loan to extend the maturity date to December 2025. The loan bears interest at a rate of SOFR plus 215 basis points and all interest shortfalls will continue to accrue to the principal balance of the loan.

On August 13, 2024, the joint venture that owns Market Center, in which we have a 67.0% ownership interest, defaulted on the $416,544,000 non-recourse mortgage loan securing the property. The loan bears interest at SOFR plus 161 basis points and is scheduled to mature in January 2025.

The following tables summarize our investments in unconsolidated joint ventures as of the dates thereof and the income or loss from these investments for the periods set forth below.


(Amounts in thousands)	Paramount	As of
Our Share of Investments:	Ownership	September 30, 2024		December 31, 2023
712 Fifth Avenue (1)	50.0%	$	-	$	-
Market Center (1)	67.0%		-		-
55 Second Street (2)	44.1%		29,731		30,322
111 Sutter Street (1)	49.0%		-		-
1600 Broadway (2)	9.2%		8,274		8,646
60 Wall Street (3)	5.0%		327		-
One Steuart Lane (2)	35.0% (4)		87,329		89,949
Oder-Center, Germany (2)	9.5%		3,258		3,322
Investments in unconsolidated joint ventures		$	128,919	$	132,239


	For the Three Months Ended							For the Nine Months Ended
(Amounts in thousands)	September 30,							September 30,
Our Share of Net (Loss) Income:	2024			2023				2024			2023
712 Fifth Avenue (1)	$	-		$	-			$	-		$	-
Market Center (1)		-			(3,248	)			-			(8,482	)
55 Second Street (2)		(225	)		(642	)			(590	)		(1,780	)
111 Sutter Street (1)		-			-				-			-
1600 Broadway (2)		-			1				1			1
60 Wall Street (3)		55			-				(1,576	)		(25,001	)
One Steuart Lane (2)		(721	)		(25,037	)	(5)		(828	)		(27,811	)	(5)
Oder-Center, Germany (2)		(90	)		(48	)			(105	)		(65	)
Loss from unconsolidated joint ventures	$	(981	)	$	(28,974	)		$	(3,098	)	$	(63,138	)

(1)

At September 30, 2024, our basis in the joint ventures that own 712 Fifth Avenue, Market Center and 111 Sutter Street were negative. Since we have no further obligation to fund additional capital to these joint ventures, we have discontinued the equity method of accounting, and accordingly, we no longer recognize our proportionate share of earnings. Instead, we recognize income only to the extent we receive cash distributions from the joint ventures and recognize losses to the extent we make cash contributions to the joint ventures.

(2)

As of September 30, 2024, the carrying amount of our investments in 55 Second Street, 1600 Broadway, One Steuart Lane and Oder-Center, Germany was greater than our share of equity in these investments by $457, $300, $564 and $4,033, respectively, and primarily represents the unamortized portion of our capitalized acquisition costs.

(3)

In the second quarter of 2023, the joint venture recognized a $455,893 real estate impairment loss. Accordingly, we recognized a $24,734 impairment loss on our investment in 60 Wall Street. This impairment, together with our share of operating losses recognized in that quarter, reduced our investment balance below zero as of June 30, 2023. As a result, in the second quarter of 2023, we discontinued the equity method of accounting. In the first quarter of 2024, the non-recourse mortgage loan was modified and the joint venture committed to fund the development costs related to the project. As a result, in the first quarter of 2024, we resumed the equity method of accounting and recognized all previously deferred losses.

(4)

Represents RDF’s economic interest in One Steuart Lane, a for-sale residential condominium project. Our economic interest in One Steuart Lane (based on our 7.4% ownership interest in RDF) is 2.6%.

(5)

In the third quarter of 2023, One Steuart Lane recognized $68,407 of impairment losses related to residential condominium units, of which RDF’s share was $23,942.

The following tables provide the combined summarized financial information of our unconsolidated joint ventures as of the dates thereof and for the periods set forth below.


(Amounts in thousands)	As of
Balance Sheets:	September 30, 2024		December 31, 2023
Real estate, net	$	1,606,587	$	1,528,595
Cash and cash equivalents and restricted cash		157,328		167,355
Intangible assets, net		43,829		52,164
For-sale residential condominium units (1)		235,366		246,824
Deferred rent receivable		40,215		35,448
Other assets		43,852		48,731
Total assets	$	2,127,177	$	2,079,117

Notes and mortgages payable, net	$	1,770,748	$	1,744,706
Accounts payable and accrued expenses		61,749		92,770
Intangible liabilities, net		1,940		5,026
Other liabilities		74,602		5,692
Total liabilities		1,909,039		1,848,194
Equity		218,138		230,923
Total liabilities and equity	$	2,127,177	$	2,079,117


	For the Three Months Ended							For the Nine Months Ended
(Amounts in thousands)	September 30,							September 30,
Income Statements:	2024			2023				2024			2023
Revenues:
Rental revenue	$	35,374		$	38,629			$	106,557		$	119,235
Other income (2)		2,188			874				20,432			6,492
Total revenues		37,562			39,503				126,989			125,727

Expenses:
Operating (2)		23,985			92,348		(3)		80,345			142,039		(3)
Depreciation and amortization		12,464			16,863				38,232			52,341
Total expenses		36,449			109,211				118,577			194,380
Other income (expense):
Interest and other income		1,855			734				4,351			2,226
Interest and debt expense		(14,782	)		(19,895	)			(44,729	)		(53,256	)
Gain on settlement of interest rate swap		2,498			-				2,498			-
Real estate impairment loss		-			-				-			(455,893	)	(4)
Loss before income taxes		(9,316	)		(88,869	)			(29,468	)		(575,576	)
Income tax expense		(1	)		(2	)			(26	)		(32	)
Net loss	$	(9,317	)	$	(88,871	)		$	(29,494	)	$	(575,608	)

(1)

Represents residential condominium units at One Steuart Lane that are available for sale.

(2)

Includes proceeds and cost of sales from the sale of residential condominium units at One Steuart Lane.

(3)

Includes $68,407 of impairment losses related to condominium units at One Steuart Lane, of which RDF’s share was $23,942. See note 5 on page 13.

(4)

Represents real estate impairment loss related to 60 Wall Street, of which our share was $24,734. See note 3 on page 13.