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Investment in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2021
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, 2021 and 2020 (in thousands). The information included in the summary of operations table is for the years ended December 31, 2021, 2020, and 2019 (in thousands).
SUMMARY OF FINANCIAL POSITION
Total AssetsTotal DebtTotal Equity (Deficit)Company's Investment 
2021202020212020202120202021 2020 
Operating Properties:
AMCO 120 WT Holdings, LLC$83,546 $85,449 $ $— $82,739 $84,311 $15,347 $15,735 
Carolina Square Holdings LP113,011 118,616 132,654 77,034 (34,066)21,888 (15,786)(1)12,430 
Crawford Long - CPI, LLC 24,709 29,641 64,566 66,310 (40,221)(38,253)(19,356)(1)(18,289)(1)
Under Development:
Neuhoff Holdings LLC133,691 — 28,390 — 93,218 — 47,529 — 
Land:
715 Ponce Holdings LLC8,150 —  — 8,150 — 4,165 — 
HICO Victory Center LP16,421 16,544  — 15,962 15,709 10,723 10,595 
Other:
Austin 300 Colorado Project, LP
(purchased outside interest December 2021)
 165,586  86,848  68,567  38,488 
DC Charlotte Plaza LLLP
(sold September 2021)
 173,704  —  90,648  47,941 
Other 518 1,313  — 11 1,316 47 292 
$380,046 $590,853 $225,610 $230,192 $125,793 $244,186 $42,669 $107,192 
(1) These negative balances are included in deferred income on the consolidated balance sheets.
 
SUMMARY OF OPERATIONS
Total RevenuesNet Income (Loss)Company's Income (Loss)
from Investment
202120202019202120202019202120202019
Operating Properties:
AMCO 120 WT Holdings, LLC$8,894 $3,000 $40 $639 $2,740 $(341)$115 $(552)$(68)
Carolina Square Holdings LP16,518 14,581 12,344 2,187 3,061 470 982 1,472 133 
Crawford Long - CPI, LLC 13,118 12,650 12,664 4,032 3,797 3,897 1,869 1,808 1,866 
Under Development:
Neuhoff Holdings LLC51 — — 51 — — 25 — — 
Land:
715 Ponce Holdings LLC84 — — 55 — — 27 — — 
HICO Victory Center LP232 356 513 232 356 513 125 178 276 
Other:
Austin 300 Colorado Project, LP
(purchased outside interest December 2021)
8,747 841 422 2,012 466 199 972 233 100 
Charlotte Gateway Village, LLC
(sold March 2020)
378 6,692 27,708 369 3,202 10,285 185 1,658 5,143 
DC Charlotte Plaza LLLP
(sold September 2021)
15,217 20,439 15,636 5,491 7,272 5,894 2,539 3,380 2,947 
Terminus Office Holdings LLC
(purchased outside interest October 2019)
 — 34,964  — 4,962  (23)2,381 
Other  4,300 180 (151)515 (194)(38)(207)(112)
$63,239 $62,859 $104,471 $14,917 $21,409 $25,685 $6,801 $7,947 $12,666 
Joint Ventures with Operating Properties
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, own, and operate 120 West Trinity, a mixed-use property in Decatur, Georgia. The property contains 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 $42,000 at December 31, 2021.
Carolina Square Holdings LP ("Carolina Square") — Carolina Square is a 50-50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin"), that 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. In March 2021, Carolina Square issued a non-recourse mortgage note with a principal balance of $135.7 million. Proceeds from the issuance of this mortgage note were used to repay in full its $77.5 million construction loan that was set to mature May 1, 2021 and to make a pro-rata distribution of $26.0 million to each partner. The mortgage bears interest at The London Interbank Offered Rate ("LIBOR") plus 1.80% and matures on March 18, 2026. The assets of the venture in the table above include a cash balance of $4.7 million at December 31, 2021.
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 $64.6 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 $2.0 million at December 31, 2021.
Joint Ventures with Properties Under Development
Neuhoff Holdings LLC ("Neuhoff") Neuhoff is a 50-50 joint venture between the Company and Neuhoff Acquisition LLC ("JPM") formed for the purpose of developing a mixed-use property in Nashville, Tennessee. The Company made an initial contribution of $35.1 million for its interest in the land and development costs incurred to date. In addition to the existing assets of the joint venture, Neuhoff also has rights to adjacent parcels for future development. On September 30, 2021, the joint venture closed on a construction loan with a borrowing capacity up to $312.7 million. The mortgage bears interest at the London Interbank Offering Rate ("LIBOR") plus 3.45% to 3.60% and matures on September 30, 2025. The assets of the venture in the above table include a cash balance of $732,000 at December 31, 2021.
Joint Ventures with Land Holdings
715 Ponce Holdings LLC ("715 Ponce") 715 Ponce is a 50-50 joint venture between the Company and 715 Acquisition LLC ("JPM") formed for the purpose of developing a property in Midtown Atlanta, Georgia in the future. The Company made an initial contribution of $4.0 million for its interest in the land held by the joint venture. The assets of the venture in the above table include a cash balance of $99,000 at December 31, 2021.
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, 2021, 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 $453,000 at December 31, 2021.
Other Joint Ventures
Austin 300 Colorado Project, LP ("300 Colorado") 300 Colorado was a 50-50 joint venture between the Company, 3C Block 28 Partners, LP ("3CB"), and 3C RR Xylem, LP ("3CRR"), formed to develop, own, and operate a 369,000 square foot office property in Austin, Texas. On December 2, 2021, the Company purchased the remaining 50% interest from its partners for a gross price of $162.5 million. As a result, the Company consolidated 300 Colorado and recorded the assets and liabilities at fair value on the transaction date. The construction loan was paid off concurrent with the Company's purchase of its partners' interest. Upon consolidation, the Company recognized a $62.5 million gain on this acquisition achieved in stages and recorded this amount in gain on investment property transactions.
Charlotte Gateway Village, LLC ("Gateway") Gateway was a 50-50 joint venture between the Company and Bank of America Corporation (“BOA”), which owned and operated Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina. On March 31, 2020 the Company sold its interest in Gateway to its partner for a gross purchase price of $52.2 million. The sale was triggered by the exercise of the partner's purchase option and the proceeds from this sale represented a 17% internal rate of return for the Company on its invested capital, as stipulated in the partnership agreement. The Company recognized a gain of $44.6 million on the sale of its interest in Gateway included in gain on sales of investments in unconsolidated joint ventures, net of $227,000 of state income tax.
DC Charlotte Plaza LLLP ("Charlotte Plaza") — Charlotte Plaza was a 50-50 joint venture between the Company and Dimensional Fund Advisors ("DFA"), formed to develop, own, and operate DFA's 281,000 square foot regional headquarters building in Charlotte, North Carolina. On September 30, 2021, the Company sold its interest in Charlotte Plaza for a gross price of $60.8 million. The sale was triggered by the exercise of the partner's purchase option as stipulated in the partnership agreement. The Company recognized a gain of $13.1 million on the sale of its interest in Charlotte Plaza and recorded this amount in gain on sales of investments in unconsolidated joint ventures.
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 on the transaction date. 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.
CL Realty, LLC ("CL Realty") — CL Realty was a 50-50 joint venture between the Company and Forestar Group, Inc., that owned land near Padre Island in Texas. In December 2020, CL Realty sold the land to a third party. The Company's share of net proceeds was $2.2 million and share of loss on the sale, included in income from unconsolidated joint ventures, was $598,000.
TEMCO Associates, LLC ("Temco") Temco was a 50-50 joint venture between the Company and Forestar Group, Inc., that owned a golf course in Georgia. In December 2020, the Company sold its remaining interest in Temco, to its venture partner for a gross purchase price of $786,000 and recognized a loss of $145,000 on the sale, included in gain on sales of investments in unconsolidated joint ventures.
Wildwood Associates ("Wildwood") Wildwood was a 50-50 joint venture between the Company and IBM which owned 6.3 acres of undeveloped land in the Wildwood Office Park in Atlanta, Georgia. In February 2020 the Company sold its remaining interest in the Wildwood Associates joint venture to its venture partner for a gross purchase price of $900,000. The Company recognized a gain of $1.3 million on the sale of its interest in Wildwood Associates, which included elimination of the remaining negative basis in the joint venture of $520,000 and which is included in gain on sales of investments in unconsolidated joint ventures.
At December 31, 2021, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $225.6 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 $3.3 million, $2.6 million, and $7.1 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2021, 2020, and 2019, respectively.