XML 20 R15.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investment in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2019
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, 2019
and 2018 (in thousands). The information included in the summary of operations table is for the years ended December 31, 2019, 2018, and 2017 (in thousands).
 
Total Assets
 
Total Debt
 
Total Equity (Deficit)
 
Company's Investment
 
SUMMARY OF FINANCIAL POSITION
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
DC Charlotte Plaza LLLP
$
179,694

 
$
155,530

 
$

 
$

 
$
90,373

 
$
88,922

 
$
48,058

 
$
46,554


Austin 300 Colorado Project, LP
112,630

 
51,180

 
21,430

 

 
68,101

 
41,298

 
36,846

 
22,335

 
Carolina Square Holdings LP
114,483

 
106,187

 
75,662

 
74,638

 
25,184

 
28,844

 
14,414

 
16,840

 
AMCO 120 WT Holdings, LLC
77,377

 
36,680

 

 

 
70,696

 
31,372

 
13,362

 
5,538

 
HICO Victory Center LP
16,045

 
15,069

 

 

 
15,353

 
14,801

 
10,373

 
10,003

 
Charlotte Gateway Village, LLC
109,675

 
112,553

 

 

 
106,651

 
109,666

 
6,718

 
8,225

 
Terminus Office Holdings LLC

 
258,060

 

 
198,732

 

 
50,539

 

 
48,571

 
Wildwood Associates
11,061

 
11,157

 

 

 
10,978

 
11,108

 
(521
)
(1)
(460
)
(1)
Crawford Long - CPI, LLC
28,459

 
26,429

 
67,947

 
69,522

 
(40,250
)
 
(44,146
)
 
(19,205
)
(1)
(21,071
)
(1)
Other
8,879

 
6,359

 

 

 
7,318

 
6,023

 
4,113

 
3,841

 
 
$
658,303

 
$
779,204

 
$
165,039

 
$
342,892

 
$
354,404

 
$
338,427

 
$
114,158

 
$
140,376

 
 
 
Total Revenues
 
Net Income (Loss)
 
Company's Share of Net 
Income (Loss)
SUMMARY OF OPERATIONS
2019
 
2018
 
2017
 
2019
 
2018
 
2017
 
2019
 
2018
 
2017
Charlotte Gateway Village, LLC
$
27,708

 
$
26,932

 
$
26,465

 
$
10,285

 
$
10,285

 
$
9,528

 
$
5,143

 
$
5,143

 
$
4,764

DC Charlotte Plaza LLLP
15,636

 

 
2

 
5,894

 

 
2

 
2,947

 
(1
)
 
1

Terminus Office Holdings LLC
34,964

 
44,429

 
43,959

 
4,962

 
5,506

 
6,307

 
2,381

 
2,755

 
3,153

Crawford Long - CPI, LLC
12,664

 
12,383

 
12,079

 
3,897

 
3,446

 
3,171

 
1,866

 
1,641

 
1,572

HICO Victory Center LP
513

 
400

 
429

 
513

 
400

 
431

 
276

 
219

 
225

Carolina Square Holdings LP
12,344

 
10,686

 
2,701

 
470

 
(169
)
 
(532
)
 
133

 
(275
)
 
522

Austin 300 Colorado Project, LP
422

 
487

 

 
199

 
220

 

 
100

 
110

 

Wildwood Associates

 

 

 
(100
)
 
(1,140
)
 
(116
)
 
(50
)
 
2,723

 
(58
)
AMCO 120 WT Holdings, LLC
40

 

 

 
(341
)
 
38

 
58

 
(68
)
 

 

Other (2)
180

 
198

 
25,029

 
(94
)
 
(3,234
)
 
59,095

 
(62
)
 
(91
)
 
36,936

 
$
104,471

 
$
95,515

 
$
110,664

 
$
25,685

 
$
15,352

 
$
77,944

 
$
12,666

 
$
12,224

 
$
47,115

(1) Negative balances are included in deferred income on the consolidated balance sheets.
(2) Revenues in 2017 primarily relate to a joint venture acquired in the transactions with Parkway Properties, Inc. and sold during the year. Net income and Company's share of net income in 2017 primarily relate to the sale of the Emory Point properties.
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 281,000 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 $1.7 million at December 31, 2019.
Austin 300 Colorado Project, LP ("300 Colorado") – 300 Colorado is a joint venture between the Company, 3C Block 28 Partners, LP ("3CB"), and 3C RR Xylem, LP ("3CRR"), 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. 300 Colorado has a construction loan, secured by the project, whereby it may borrow up to $126 million to fund the construction of the building. The loan had an outstanding balance of $21.4 million at December 31, 2019. The loan bears interest at LIBOR plus 2.25% and matures on January 17, 2022. The assets of the venture in the above table include a cash balance of $593,000 at December 31, 2019.
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 $75.7 million. The loan bears interest at LIBOR plus 1.90% and matures on May 1, 2020. 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 $4.7 million at December 31, 2019.
AMCO 120 WT Holdings, LLC ("AMCO") 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 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 assets of the venture in the above table include a cash balance of $49,000 at December 31, 2019.
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, 2019, 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 $775,000 at December 31, 2019.
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. Net income and cash flows are allocated 50% to each partner until the Company receives a 17% internal rate of return; thereafter, cash flows are allocated 80% to BOA and 20% to the Company. In January 2020, the Company entered into an agreement to sell its interest in Gateway to BOA for $52.2 million and is expected to close the sale in the first quarter of 2020. The assets of the venture in the above table include a cash balance of $3.8 million at December 31, 2019.
Terminus Office Holdings LLC ("TOH") – TOH was a 50-50 joint venture between the Company and institutional investors advised by J.P. Morgan Asset Management ("JPM"), which owned and operated two office buildings in Atlanta, Georgia. On October 1, 2019 the Company purchased JPM's 50% interest in TOH for $148 million in a transaction that valued Terminus 100 and Terminus 200 at $503 million. As a result, the Company consolidated TOH and recorded the assets and liabilities at fair value. Upon consolidation, the Company recognized a $92.8 million gain on this acquisition achieved in stages and recorded this amount in gain on investment property transactions.
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, 2019, the Company’s investment in Wildwood was a credit balance of $521,000. This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and represents deferred gain not recognized at venture formation. The assets of the venture in the above table include a cash balance of $38,000 at December 31, 2019. In January 2020, the Company sold substantially all of its remaining interest in Wildwood to IBM for $900,000 and recognized a gain on the sale of $1.4 million, which included recognition of the remaining credit balance of $521,000.
Crawford Long—CPI, LLC ("Crawford Long") – Crawford Long is a 50-50 joint venture between the Company and Emory University that owns Emory University Hospital Midtown, a 358,000 square foot medical office building located in Atlanta, Georgia. Crawford Long has a $67.9 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 $4.5 million at December 31, 2019.
At December 31, 2019, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $165.0 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 $7.1 million, $9.3 million, and $7.2 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2019, 2018, and 2017, respectively.