Investment in Consolidated and Unconsolidated Entities

Consolidated Entities

From time to time, the Company may enter into purchase agreements structured as a reverse like-kind exchange under Section 1031 of the Internal Revenue Code of 1986 (the "Code")("Reverse 1031 Exchange") in order to acquire retail properties. For a Reverse 1031 Exchange in which the Company purchases a new asset that is similar in nature, character, or class prior to selling the asset to be matched in the like-kind exchange (the Company refers to a new asset being acquired in the Reverse 1031 Exchange prior to the sale of the related asset as a "Parked Asset"), legal title to the Parked Asset is held by a wholly owned subsidiary of an Exchange Accommodation Titleholder ("EAT")(the "EAT Subsidiary") engaged to execute the Reverse 1031 Exchange until the sale transaction and the Reverse 1031 Exchange is completed. The Company, through a subsidiary, enters into a master lease agreement with the EAT Subsidiary whereby the EAT Subsidiary leases the Parked Asset and all other rights in connection with the acquisition to the Company. The master lease terminates on the earlier of (i) the date that the Parked Asset is transferred to the Company, or an affiliate, (ii) the date that the EAT transfers to the Company, or an affiliate of the Company, its ownership in the EAT Subsidiary, or (iii) 180 days from the date that legal title to the Parked Asset was transferred to the EAT Subsidiary. The EAT is classified as a variable interest entity ("VIE"), as defined in FASB ASC 810, Consolidation, as it does not have sufficient equity investment at risk to finance its activities without additional subordinated financial support.

During the three months ended March 31, 2018, the Company completed a Reverse 1031 Exchange through the purchase of Kyle Marketplace on September 21, 2017 and sale of Grafton Commons on January 25, 2018. In addition, during the three months ended March 31, 2018, the master lease associated with the acquisition of River Oaks on September 14, 2017 terminated due to the expiration of the 180 day waiting period, and title of River Oaks transferred to the Company. At the completion of the Reverse 1031 Exchange or expiration of the 180 day period, the sole membership interest of each VIE was assigned to the Company and the respective outstanding loans were extinguished, resulting in each entity no longer being considered a VIE.

As of December 31, 2017, River Oaks and Kyle Marketplace were the Company's only active Reverse 1031 Exchanges. As of December 31, 2017, River Oaks and Kyle Marketplace were deemed to be VIEs for which the Company was deemed to be the primary beneficiary as it has the ability to direct the activities of the entities that most significantly impact economic performance and has all of the risks and rewards of ownership. Accordingly, the Company consolidated River Oaks and Kyle Marketplace at December 31, 2017. The following were the assets and liabilities of the consolidated VIEs. The liabilities of the VIEs were non-recourse to the Company, and the assets must have first been used to settle obligations of the VIEs. The net assets of the VIEs as of December 31, 2017 were as follows:



	December 31, 2017
Net investment properties	$	165,875
Other assets	18,630
Total assets	184,505
Other liabilities	11,343
Net assets	$	173,162

On August 18, 2017, the Company acquired The Plaza Midtown ("Midtown"), consisting of wholly owned multi-tenant retail space, and an undivided interest in certain common elements as tenants-in-common. An undivided interest is an ownership arrangement in which two or more parties jointly own property, and title is held individually to the extent of each party’s interest. The common elements primarily consist of a parking garage adjacent to the wholly owned multi-tenant retail space. The ownership of Midtown's common elements was deemed to not be subject to joint control, as the other tenant-in-common lacked the ability to effectively participate in the decisions that most significantly impact economic performance of Midtown's common elements. Accordingly, the Company has applied proportionate consolidation of the common elements. The parking garage had an estimated proportionate fair value of $10,790 at the acquisition date, which has been included in land and building and other improvements of $1,963 and $8,827, respectively, on the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017.

Unconsolidated Entities

The entities listed below are owned by the Company and other unaffiliated parties in joint ventures. Net income, distributions and capital transactions for these entities are allocated to the Company and its joint venture partners in accordance with the respective partnership agreements.



			Carrying Value of Investment as of
Entity	Description	Ownership %	March 31, 2018			December 31, 2017
IAGM Retail Fund I, LLC (a)	Multi-tenant retail shopping centers	55%	$	131,603		$	123,693
Downtown Railyard Venture, LLC	Land development	90%	57,223			57,183
Other unconsolidated entities	Various real estate investments	Various	(112		)	(112		)
			$	188,714		$	180,764


(a)	As of March 31, 2018 and December 31, 2017, IAGM consisted of 14 retail properties with 3.0 million square feet and 15 retail properties with 3.2 million square feet, respectively.

On April 17, 2013, the Company entered into a joint venture, IAGM Retail Fund I, LLC ("IAGM"), with PGGM Private Real Estate Fund, for the purpose of acquiring, owning, managing, supervising, and disposing of retail properties and sharing in the profits and losses from those retail properties and its activities. The Company initially contributed 13 retail properties totaling 2.1 million square feet from its portfolio for a gross disposition price of $409,280, resulting in an equity interest of $96,788. On July 1, 2013, the Company contributed a fourteenth retail property for a gross disposition price of $34,350 resulting in an equity interest of $10,298. The Company treated these dispositions as a partial sale under Topic 360-20, "Property, Plant and Equipment - Real Estate Sales," and deferred an aggregate gain of $15,625 as a result of the property sales into the joint venture. Through December 31, 2017, the Company was amortizing the basis adjustment over 30 years, consistent with the depreciation period of the investee's underlying assets.

In accordance with the provisions of ASU No. 2017-05, full gain recognition may be required for property sales in which the Company has continuing involvement, where those gains may have been deferred under prior GAAP. As of January 1, 2018, the Company's remaining $12,756 of deferred gain from sales into the joint venture, net of accumulated amortization of $2,869, has been recognized through beginning distributions in excess of accumulated net income.

During the three months ended March 31, 2018, IAGM disposed of Bryant Square, a 268,000 square foot retail property, on February 28, 2018 for a gross disposition price of $38,000, and recognized a provision for asset impairment of $672 and a loss on sale of $3,905. The Company's share of the provision for asset impairment and loss on sale was $370 and $2,148, respectively.

Combined Financial Information

The following tables present the combined condensed financial information for the Company's unconsolidated entities.



	As of
	March 31, 2018		December 31, 2017
Assets:
Real estate assets, net of accumulated depreciation	$	548,209	$	586,671
Other assets	94,851		73,423
Total assets	$	643,060	$	660,094
Liabilities and equity:
Debt, net	311,623		311,574
Other liabilities	41,474		49,032
Equity	289,963		299,488
Total liabilities and equity	$	643,060	$	660,094

Company's share of equity	$	188,524	$	193,572
Cost of investments (underlying net book value) in excess of underlying net book value (cost of investments), net of accumulated amortization of $0 and $2,647, respectively.	190		(12,808		)
Carrying value of investments in unconsolidated entities	$	188,714	$	180,764



	Three months ended March 31,
	2018			2017
Revenues	$	15,689		$	16,820
Expenses:
Interest expense and loan cost amortization	3,386			3,251
Depreciation and amortization	5,655			6,192
Operating expenses, ground rent and general and administrative expenses	6,356			6,284
Provision for asset impairment	672			—
Total expenses	16,069			15,727
Net (loss) income before loss on sale of real estate	(380		)	1,093
Loss on sale of real estate	(3,905		)	—
Net (loss) income	$	(4,285	)	$	1,093

Company's share of net (loss) income, net of excess basis depreciation of $0 and $130, respectively	$	(2,315	)	$	572
Distributions from unconsolidated entities in excess of the investments' carrying value	274			—
Equity in (losses) earnings of unconsolidated entities	$	(2,041	)	$	572

The following table shows the scheduled maturities as of March 31, 2018, for the remainder of 2018, each of the next four years, and thereafter.



	Maturities during the year ending December 31,
	2018		2019	2020	2021	2022	Thereafter	Total
Mortgages payable	$	204,028	16,250	—	23,150	—	68,805	$	312,233

IAGM plans to address its upcoming 2018 debt maturities by refinancing the existing debt and paying down a portion of the debt using cash on hand. However, there is no assurance that the joint venture will be able to refinance the existing debt to address the upcoming maturities. As of March 31, 2018, $23,000 of mortgages payable are held by the joint venture and are recourse to the Company.