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Investment in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2018 and 2017. The information included in the summary of operations table is for the years ended December 31, 2018, 2017, and 2016 (in thousands).
 
Total Assets
 
Total Debt
 
Total Equity (Deficit)
 
Company's Investment
 
SUMMARY OF FINANCIAL POSITION
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
Terminus Office Holdings
$
258,060

 
$
261,999

 
$
198,732

 
$
203,131

 
$
50,539

 
$
48,033

 
$
48,571

 
$
24,898

 
DC Charlotte Plaza LLLP
155,530

 
53,791

 

 

 
88,922

 
42,853

 
46,554

 
22,293


Austin 300 Colorado Project, LP
51,180

 

 

 

 
41,298

 

 
22,335

 

 
Carolina Square Holdings LP
106,187

 
106,580

 
74,638

 
64,412

 
28,844

 
33,648

 
16,840

 
19,384

 
HICO Victory Center LP
15,069

 
14,403

 

 

 
14,801

 
14,401

 
10,003

 
9,752

 
Charlotte Gateway Village, LLC
112,553

 
124,691

 

 

 
109,666

 
121,386

 
8,225

 
14,568

 
AMCO 120 WT Holdings, LLC
36,680

 
18,066

 

 

 
31,372

 
16,354

 
5,538

 
1,664

 
CL Realty, L.L.C.
4,169

 
8,287

 

 

 
4,183

 
8,127

 
2,886

 
2,980

 
Temco Associates, LLC
1,482

 
4,441

 

 

 
1,379

 
4,337

 
919

 
875

 
EP II LLC
247

 
277

 

 

 
165

 
180

 
30

 
44

 
EP I LLC
461

 
521

 

 

 
296

 
319

 
6

 
25

 
Wildwood Associates
11,157

 
16,337

 

 

 
11,108

 
16,297

 
(460
)
(1)
(1,151
)
(1)
Crawford Long - CPI, LLC
26,429

 
27,362

 
69,522

 
71,047

 
(44,146
)
 
(44,815
)
 
(21,071
)
(1)
(21,323
)
(1)
Other

 
6,379

 

 

 

 
6,303

 

 
4,931

 
 
$
779,204

 
$
643,134

 
$
342,892

 
$
338,590

 
$
338,427

 
$
267,423

 
$
140,376

 
$
78,940

 
 
 
Total Revenues
 
Net Income (Loss)
 
Company's Share of Net 
Income (Loss)
SUMMARY OF OPERATIONS
2018
 
2017
 
2016
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
Charlotte Gateway Village, LLC
$
26,932

 
$
26,465

 
$
34,156

 
$
10,285

 
$
9,528

 
$
14,536

 
$
5,143

 
$
4,764

 
$
2,194

Terminus Office Holdings
44,429

 
43,959

 
42,386

 
5,506

 
6,307

 
4,608

 
2,755

 
3,153

 
2,303

Wildwood Associates

 

 

 
(1,140
)
 
(116
)
 
(140
)
 
2,723

 
(58
)
 
(70
)
Crawford Long - CPI, LLC
12,383

 
12,079

 
12,113

 
3,446

 
3,171

 
2,743

 
1,641

 
1,572

 
1,372

HICO Victory Center LP
400

 
429

 
383

 
400

 
431

 
376

 
219

 
225

 
187

Austin 300 Colorado Project, LP
487

 

 

 
220

 

 

 
110

 

 

Temco Associates, LLC
176

 
192

 
1,343

 
(2,965
)
 
123

 
440

 
43

 
46

 
502

Courvoisier Centre JV, LLC

 
15,106

 
3,968

 

 
(1,750
)
 
(489
)
 
5

 
521

 
(93
)
DC Charlotte Plaza LLLP

 
2

 
47

 

 
2

 
45

 
(1
)
 
1

 
24

EP II LLC
5

 
2,644

 
5,376

 
(16
)
 
13,008

 
(1,187
)
 
(14
)
 
9,756

 
(878
)
EP I LLC
17

 
4,123

 
12,239

 
(23
)
 
45,115

 
2,294

 
(20
)
 
28,667

 
1,684

CL Realty, L.L.C.

 
2,964

 
567

 
(161
)
 
2,668

 
237

 
(94
)
 
536

 
128

Carolina Square Holdings LP
10,686

 
2,701

 
58

 
(169
)
 
(532
)
 
9

 
(275
)
 
522

 

AMCO 120 WT Holdings, LLC

 

 

 
38

 
58

 

 

 

 

Other

 

 
4,219

 
(69
)
 
(69
)
 
3,926

 
(11
)
 
(2,590
)
 
3,209

 
$
95,515

 
$
110,664

 
$
116,855

 
$
15,352

 
$
77,944

 
$
27,398

 
$
12,224

 
$
47,115

 
$
10,562

(1) Negative balances are included in deferred income on the consolidated balance sheets.
Terminus Office Holdings LLC ("TOH") – TOH is a 50-50 joint venture between the Company and institutional investors advised by J.P. Morgan Asset Management ("JPM"), which owns and operates two office buildings in Atlanta, Georgia. TOH has two non-recourse mortgage loans totaling $198.7 million that mature on January 1, 2023. The weighted average interest rate on these fixed rate loans is 4.68%. Operating cash flows and proceeds from capital transactions of TOH are allocated to the partners equally until JPM receives an agreed upon return, after which the Company may receive an additional promoted interest. The assets of the venture in the above table include a cash balance of $7.5 million at December 31, 2018.
DC Charlotte Plaza LLLP ("Charlotte Plaza") Charlotte Plaza is a 50-50 joint venture between the Company and Dimensional Fund Advisors ("DFA"), formed to develop DFA's 282,000 square foot regional headquarters building in Charlotte, North Carolina. Capital contributions and distributions of cash flow are made equally in accordance with each partner's partnership interest. The Company's required capital contribution is limited to a maximum of $46 million. The assets of the venture in the above table include a cash balance of $842,000 at December 31, 2018.
Austin 300 Colorado Project, LP ("300 Colorado") – In 2018, 300 Colorado, a joint venture between the Company, 3C Block 28 Partners, LP ("3CB"), and 3C RR Xylem, LP ("3CRR"), was formed for the purpose of developing a 358,000 square foot office building in Austin, Texas. The Company owns a 50% interest in the venture, 3CB owns a 34.5% interest, and 3CRR owns a 15.5% interest. Upon formation, 3CB and 3CRR contributed land for use by the joint venture in the development project, the Company contributed $6.0 million in cash, and 300 Colorado assumed a ground lease for an additional parcel of land. The assets of the venture in the above table include a cash balance of $1.7 million at December 31, 2018.
Carolina Square Holdings LP ("Carolina Square") Carolina Square is a 50-50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin"), which owns and operates a mixed-use property in Chapel Hill, North Carolina. This property contains 158,000 square feet of office space, 44,000 square feet of retail space, and 246 apartment units. Carolina Square has a construction loan, secured by the project, with an outstanding balance of $74.6 million. The loan bears interest at LIBOR plus 1.90% and matures on May 1, 2019, with the second of two one-year extensions available, subject to conditions. The Company and Northwood Ravin each guarantee 12.5% of the outstanding loan amount and guarantee completion of the project. The assets of the venture in the table above include a cash balance of $3.8 million at December 31, 2018.
HICO Victory Center LP ("HICO") – HICO is a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), formed for the purpose of acquiring and subsequently developing an office parcel in Dallas, Texas. Pursuant to the joint venture agreement, all pre-development expenditures, other than land, are funded equally by the partners. The Company funded 75% of the cost of land while Hines Victory funded 25%. If the partners decide to commence construction of an office building, the capital accounts and economics of the venture will be adjusted such that the Company will own at least 90% of the venture and Hines will own up to 10%. As of December 31, 2018, the Company accounted for its investment in HICO under the equity method because it does not control the activities of the venture. If the partners decide to construct an office building within the venture, the Company expects to consolidate the venture. The assets of the venture in the table above include a cash balance of $565,000 at December 31, 2018.
Charlotte Gateway Village, LLC ("Gateway") – Gateway is a 50-50 joint venture between the Company and Bank of America Corporation (“BOA”), which owns and operates Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina. Through December 1, 2016, Gateway’s net income or loss and cash distributions were allocated to the members as follows: first to the Company so that it received a cumulative compounded return equal to 11.46% on its capital contributions, second to BOA until it received an amount equal to the aggregate amount distributed to the Company, and then 50% to each member. After December 1, 2016, net income and cash flows are allocated 50% to each until the Company receives a 17% internal rate of return; thereafter, cash flows are allocated 80% to BOA and 20% to the Company. The assets of the venture in the above table include a cash balance of $3.2 million at December 31, 2018.
CL Realty, L.L.C. ("CL Realty") – CL Realty is a 50-50 joint venture between the Company and Forestar Realty Inc. ("Forestar"), that owns a parcel of land in Texas. The assets of the venture in the above table include a cash balance of $379,000 at December 31, 2018.
AMCO 120 WT Holdings, LLC ("Cousins AMCO") Cousins AMCO is a joint venture between the Company, with a 20% interest, and affiliates of AMLI Residential (“AMLI”), with an 80% interest, formed to develop 120 West Trinity, a mixed-use property in Decatur, Georgia. The property is expected to contain approximately 33,000 square feet of office space, 19,000 square feet of retail space, and 330 apartment units. Initial contributions to the joint venture for the purchase of land were funded entirely by AMLI. Subsequent contributions are funded in proportion to the members' percentage interests. The Company accounts for its investment in this joint venture under the equity method as it does not control the activities of the venture. The assets of the venture in the above table include a cash balance of $1,000 at December 31, 2018.
Temco Associates, LLC ("Temco") – Temco is a 50-50 joint venture between the Company and Forestar, that owns a golf course in Georgia. The assets of the venture in the above table include a cash balance of $500,000 at December 31, 2018.
EP I LLC ("EP I") and EP II LLC ("EP II") – EP I and EP II are joint ventures between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, which owned Emory Point, a mixed-use property in Atlanta, Georgia. In 2017, EP I and EP II sold Emory Point for a combined gross sales price of $199.0 million. After repayment of debt, the Company received a distribution of $70.0 million and recognized a gain of $37.9 million, which is recorded in income from unconsolidated joint ventures. The assets of the ventures in the above table include a cash balance of $695,000 at December 31, 2018.
Courvoisier Centre JV, LLC ("Courvoisier") Courvoisier was a joint venture between the Company, with a 20% interest, and Spanish Key LLC, with an 80% interest, that owned Courvoisier Centre, a 343,000 square foot, two-building office property in Miami, Florida. In 2017, the Company sold its 20% interest in Courvoisier Centre for $12.6 million and recognized a gain of $716,000 in a transaction that valued its interest in the property at $33.9 million, prior to deduction for existing mortgage debt.
Wildwood Associates ("Wildwood") – Wildwood is a 50-50 joint venture between the Company and IBM which owns undeveloped land in the Wildwood Office Park in Atlanta, Georgia. At December 31, 2018, the Company’s investment in Wildwood was a credit balance of $460,000. This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and essentially represents deferred gain not recognized at venture formation. This credit balance will decline as the venture’s remaining land is sold. During 2018, the venture sold land resulting in the Company decreasing the credit balance by $749,000 and recognizing income from unconsolidated joint ventures of $2.3 million related to this sale. The Company does not have any obligation to fund Wildwood’s working capital needs. The assets of the venture in the above table include a cash balance of $68,000 at December 31, 2018.
Crawford Long—CPI, LLC ("Crawford Long") – Crawford Long is a 50-50 joint venture between the Company and Emory University that owns the Emory University Hospital Midtown Medical Office Tower, a 358,000 square foot medical office building located in Atlanta, Georgia. Crawford Long has a $69.5 million, 3.5% fixed rate mortgage note which matures on June 1, 2023. The assets of the venture in the above table include a cash balance of $2.1 million at December 31, 2018.
At December 31, 2018, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $342.9 million. These loans are mortgage or construction loans, most of which are non-recourse to the Company, except as described above. In addition, in certain instances, the Company provides “non-recourse carve-out guarantees” on these non-recourse loans.
The Company recognized $9.3 million, $7.2 million, and $7.4 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2018, 2017, and 2016, respectively.