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Investments in Unconsolidated Joint Ventures
3 Months Ended
Mar. 31, 2021
Investments In Unconsolidated Joint Ventures [Abstract]  
Investments In Unconsolidated Joint Ventures
5. Investments in Unconsolidated Joint Ventures
The investments in unconsolidated joint ventures consist of the following at March 31, 2021 and December 31, 2020:
 Carrying Value of Investment (1)
EntityPropertiesNominal %
Ownership
March 31,
2021
December 31,
2020
(in thousands)
Square 407 Limited PartnershipMarket Square North50.0 %$(3,293)$(3,766)
BP/CRF Metropolitan Square LLCMetropolitan Square20.0 %(12,971)(13,584)
901 New York, LLC901 New York Avenue25.0 %(2) (12,198)(12,264)
WP Project Developer LLC
Wisconsin Place Land and Infrastructure
33.3 %(3) 34,887 35,297 
Annapolis Junction NFM LLCAnnapolis Junction50.0 %(4) — 13,463 
540 Madison Venture LLC540 Madison Avenue60.0 %(5) — 122 
500 North Capitol Venture LLC500 North Capitol Street, NW30.0 %(7,187)(6,945)
501 K Street LLC
1001 6th Street
50.0 %(6) 42,607 42,499 
Podium Developer LLCThe Hub on Causeway - Podium50.0 %48,398 48,818 
Residential Tower Developer LLCHub50House50.0 %49,520 50,943 
Hotel Tower Developer LLC
The Hub on Causeway - Hotel Air Rights
50.0 %11,032 10,754 
Office Tower Developer LLC100 Causeway Street50.0 %56,458 56,312 
1265 Main Office JV LLC1265 Main Street50.0 %3,899 3,787 
BNY Tower Holdings LLCDock 72 50.0 %27,936 29,536 
BNYTA Amenity Operator LLC Dock 72 50.0 %1,672 1,846 
CA-Colorado Center Limited Partnership
Colorado Center50.0 %229,094 227,671 
7750 Wisconsin Avenue LLC 7750 Wisconsin Avenue 50.0 %58,697 58,112 
BP-M 3HB Venture LLC3 Hudson Boulevard25.0 %115,869 113,774 
SMBP Venture LPSanta Monica Business Park55.0 %159,545 145,761 
Platform 16 Holdings LPPlatform 1655.0 %(7)108,358 108,393 
Gateway Portfolio Holdings LLCGateway Commons50.0 %(8)332,591 336,206 
Rosecrans-Sepulveda Partners 4, LLCBeach Cities Media Campus50.0 %27,162 27,184 
$1,272,076 $1,273,919 
 _______________
(1)Investments with deficit balances aggregating approximately $35.6 million and $36.6 million at March 31, 2021 and December 31, 2020, respectively, are included within Other Liabilities in the Company’s Consolidated Balance Sheets.
(2)The Company’s economic ownership has increased based on the achievement of certain return thresholds. At March 31, 2021 and December 31, 2020, the Company’s economic ownership was approximately 50%.
(3)The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.3% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.
(4)On March 30, 2021, the Company sold its interest in the joint venture to the partner. See below for additional details.
(5)The property was sold on June 27, 2019. As of December 31, 2020, the investment consisted of undistributed cash. All remaining cash has been distributed as of March 31, 2021.
(6)Under the joint venture agreement for this land parcel, the partner will be entitled to up to two additional payments from the venture based on increases in total entitled square footage of the project above 520,000 square feet and achieving certain project returns at stabilization.
(7)This entity is a VIE (See Note 2).
(8)As a result of the partner’s deferred contribution, the Company owned an approximately 54% and 55% interest in the joint venture at March 31, 2021 and December 31, 2020, respectively. Future development projects will be owned 49% by the Company and 51% by its partner.
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 ventures. With limited exceptions under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners. 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: 
March 31,
2021
December 31,
2020
 (in thousands)
ASSETS
Real estate and development in process, net (1)$4,711,593 $4,708,571 
Other assets505,554 531,071 
Total assets$5,217,147 $5,239,642 
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable, net$2,662,616 $2,637,911 
Other liabilities (2)599,354 650,433 
Members’/Partners’ equity1,955,177 1,951,298 
Total liabilities and members’/partners’ equity$5,217,147 $5,239,642 
Company’s share of equity$933,739 $936,087 
Basis differentials (3)338,337 337,832 
Carrying value of the Company’s investments in unconsolidated joint ventures (4)$1,272,076 $1,273,919 
_______________
(1)At March 31, 2021 and December 31, 2020, this amount included right of use assets - finance leases totaling approximately $248.9 million and $248.9 million, respectively, and right of use assets - operating leases totaling approximately $22.2 million and $22.5 million, respectively.
(2)At March 31, 2021 and December 31, 2020, this amount included lease liabilities - finance leases totaling approximately $387.9 million and $388.7 million, respectively, and lease liabilities - operating leases totaling approximately $29.2 million and $29.0 million, respectively.
(3)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. 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 are as follows:
March 31,
2021
December 31,
2020
 (in thousands)
Property
Colorado Center$306,903 $307,328 
Gateway Commons50,682 51,875 
Dock 72(51,708)(52,243)
These basis differentials (excluding land) will be amortized over the remaining lives of the related assets and liabilities.
(4)Investments with deficit balances aggregating approximately $35.6 million and $36.6 million at March 31, 2021 and December 31, 2020, 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: 
 Three months ended March 31,
 20212020
 (in thousands)
Total revenue (1)$87,266 $93,203 
Expenses
Operating37,134 35,401 
Transaction costs— 
Depreciation and amortization34,103 32,035 
Total expenses71,244 67,436 
Other income (expense)
Interest expense(25,556)(22,583)
Net income (loss)$(9,534)$3,184 
Company’s share of net income (loss)$(3,640)$1,252 
Gain on sale of investment (2)10,257 — 
Basis differential (3)(1,392)(1,621)
Income (loss) from unconsolidated joint ventures$5,225 $(369)
_______________ 
(1)Includes straight-line rent adjustments of approximately $1.1 million and $9.7 million for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021, write-offs of accounts receivable and accrued rent balances totaled approximately $0.3 million.
(2)During the three months ended March 31, 2021, the Company completed the sale of its 50% ownership interest in Annapolis Junction NFM LLC. The Company recognized a gain on sale of investment of approximately $10.3 million.
(3)Includes straight-line rent adjustments of approximately $0.5 million and $0.5 million for the three months ended March 31, 2021 and 2020, respectively. Also includes net above-/below-market rent adjustments of approximately $0.1 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively.
On February 25, 2021, a joint venture in which the Company has a 54% interest, commenced the development of 751 Gateway, a speculative laboratory building located in South San Francisco, California, that is expected to be approximately 229,000 net rentable square feet upon completion. 751 Gateway is the first phase of a multi-phase development plan at Gateway Commons. Upon the formation of the joint venture in 2020, the Company had an approximately 55% ownership interest in the joint venture as a result of the partner’s deferred contribution and the partner is obligated to fund all required capital until such time as the Company owns a 50% interest. On March 31, 2021, the Company had a 54% interest in the joint venture. The Company will own a 49% interest in any development project, including 751 Gateway.
On March 30, 2021, the Company completed the sale of its 50% ownership interest in Annapolis Junction NFM LLC (the “Annapolis Junction Joint Venture”) to the joint venture partner for a gross sales price of $65.9 million. Net cash proceeds to the Company totaled approximately $17.6 million after repayment of the Company's share of debt totaling approximately $15.1 million and the deferment of a $0.2 million payment due from the purchaser. The Company recognized a gain on sale of investment totaling approximately $10.3 million, which is included in Income (Loss) from Unconsolidated Joint Ventures in the accompanying Consolidated Statements of Operations. In addition to net cash proceeds from the sale, the Company will be distributed approximately $5.8 million of available cash subsequent to March 31, 2021. Annapolis Junction Buildings Six and Seven are Class A office properties totaling approximately 247,000 net rentable square feet. With the sale of the Company’s ownership interest in the Annapolis Junction Joint Venture, the Company no longer has any assets in Annapolis, Maryland.