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Investment in Unconsolidated Real Estate Ventures
 9 Months Ended
Sep. 30, 2019
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
As of September 30, 2019, the Company's aggregate investment balance in the Real Estate Ventures was $127.8 million. The Company formed or acquired interests in the Real Estate Ventures with unaffiliated third parties to develop or manage office, residential and/or mixed-use properties or to acquire land in anticipation of possible development of office, residential and/or mixed-use properties. As of September 30, 2019, six real estate ventures owned properties that contained an aggregate of approximately 5.6 million net rentable square feet of office space; two real estate ventures owned 1.4 acres of land held for development; one real estate venture owned 1.3 acres of land in active development; and one real estate venture owned a residential tower that contained 321 apartment units.
The Company accounts for its unconsolidated interests in the Real Estate Ventures using the equity method. The Company’s unconsolidated interests range from 15% to 70% and, in certain of the real estate ventures, are subject to specified priority allocations of distributable cash.
The Company earned management fees from its Real Estate Ventures of $1.0 million and $3.2 million for the three and nine months ended September 30, 2019, respectively, and $1.4 million and $4.0 million for the three and nine months ended September 30, 2018, respectively.
The Company earned leasing commission income from its Real Estate Ventures of $0.3 million and $0.8 million for the three and nine months ended September 30, 2019, respectively, and $1.5 million and $4.4 million for the three and nine months ended September 30, 2018, respectively.
The Company had outstanding accounts receivable balances from its Real Estate Ventures of $0.8 million as of both September 30, 2019 and December 31, 2018.
The amounts reflected in the following tables (except for the Company’s share of equity and income) are based on the financial information of the individual Real Estate Ventures. The Company does not record operating losses of a real estate venture in excess of its investment balance unless the Company is liable for the obligations of the real estate venture or is otherwise obligated to provide financial support to the real estate venture.
The following is a summary of the financial position of the Real Estate Ventures in which the Company held interests as of September 30, 2019 and December 31, 2018 (in thousands):
 
September 30, 2019
 
December 31, 2018
Net property
$
841,743

 
$
835,983

Other assets (a)
351,364

 
159,499

Other liabilities (a)
289,952

 
85,681

Debt, net (b)
581,024

 
365,707

Equity (c)
322,131

 
544,094

(a)
The increase is due to the recording of lease related assets and liabilities of $197.1 million and $206.4 million, respectively, for MAP Venture in connection with the adoption of Topic 842.
(b)
The increase is due to third-party debt financing received by Herndon Innovation Center Venture during the three months ended March 31, 2019. See “Herndon Innovation Center Metro Portfolio Venture” section below for further information.
(c)
This amount includes the effect of the basis difference between the Company's historical cost basis and the basis recorded at the real estate venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing real estate ventures and upon the transfer of assets that were previously owned by the Company into a real estate venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the real estate venture level.
The following is a summary of results of operations of the Real Estate Ventures in which the Company held interests during the three and nine-month periods ended September 30, 2019 and 2018 (in thousands):
 
Three Months Ended September 30, 2019
 
DRA (G&I) Austin (a)
 
Brandywine-AI Venture LLC
 
MAP Venture
 
Other
 
Total
Revenue
$
—

 
$
1,360

 
$
17,476

 
$
13,890

 
$
32,726

Operating expenses
—

 
(871
)
 
(11,981
)
 
(5,017
)
 
(17,869
)
Interest expense, net
—

 
(222
)
 
(2,436
)
 
(3,522
)
 
(6,180
)
Depreciation and amortization
—

 
(540
)
 
(6,247
)
 
(6,307
)
 
(13,094
)
Gain on early extinguishment of debt
$
—

 
$
4,371

 
$
—

 
$
—

 
$
4,371

Net income (loss)
$
—

 
$
4,098

 
$
(3,188
)
 
$
(956
)
 
$
(46
)
Ownership interest %
—
%
 
50
%
 
50
%
 
(b)

 
(b)

Company's share of net income (loss)
$
—

 
$
2,049

 
$
(1,594
)
 
$
(2,400
)
 
$
(1,945
)
Basis adjustments and other
—

 
31

 
(28
)
 
(23
)
 
(20
)
Equity in income (loss) of Real Estate Ventures
$
—

 
$
2,080

 
$
(1,622
)
 
$
(2,423
)
 
$
(1,965
)
 
Three Months Ended September 30, 2018
 
DRA (G&I) Austin (a)
 
Brandywine-AI Venture LLC
 
MAP Venture
 
Other
 
Total
Revenue
$
14,232

 
$
5,962

 
$
17,243

 
$
4,580

 
$
42,017

Operating expenses
(6,428
)
 
(2,589
)
 
(10,219
)
 
(1,904
)
 
(21,140
)
Interest expense, net
(2,549
)
 
(873
)
 
(2,894
)
 
(1,228
)
 
(7,544
)
Depreciation and amortization
(4,896
)
 
(2,232
)
 
(4,654
)
 
(1,481
)
 
(13,263
)
Loss on early extinguishment of debt
—

 
—

 
(334
)
 
—

 
(334
)
Net income (loss)
$
359

 
$
268

 
$
(858
)
 
$
(33
)
 
$
(264
)
Ownership interest %
50
%
 
50
%
 
50
%
 
(b)

 
(b)

Company's share of net income (loss)
$
180

 
$
134

 
$
(429
)
 
$
(121
)
 
$
(236
)
Basis adjustments and other
243

 
31

 
(15
)
 
(22
)
 
237

Equity in income (loss) of Real Estate Ventures
$
423

 
$
165

 
$
(444
)
 
$
144

 
$
1

 
Nine months ended September 30, 2019
 
DRA (G&I) Austin (a)
 
Brandywine-AI Venture LLC
 
evo at Cira Centre South (c)
 
MAP Venture
 
Other
 
Total
Revenue
$
—

 
$
5,050

 
$
—

 
$
53,560

 
$
42,538

 
$
101,148

Operating expenses
—

 
(2,473
)
 
—

 
(35,747
)
 
(15,736
)
 
(53,956
)
Interest expense, net
—

 
(698
)
 
—

 
(7,504
)
 
(8,219
)
 
(16,421
)
Depreciation and amortization
—

 
(2,055
)
 
—

 
(19,146
)
 
(19,078
)
 
(40,279
)
Loss on early extinguishment of debt
$
—

 
$
4,371

 
$
—

 
$
—

 
$
—

 
$
4,371

Net income (loss)
$
—

 
$
4,195

 
$
—

 
$
(8,837
)
 
$
(495
)
 
$
(5,137
)
Ownership interest %
—
%
 
50
%
 
—
%
 
50
%
 
(b)

 
(b)

Company's share of net income (loss)
$
—

 
$
2,098

 
$
—

 
$
(4,419
)
 
$
(2,444
)
 
$
(4,765
)
Basis adjustments and other
—

 
101

 
—

 
(69
)
 
(81
)
 
(49
)
Equity in income (loss) of Real Estate Ventures
$
—

 
$
2,199

 
$
—

 
$
(4,488
)
 
$
(2,525
)
 
$
(4,814
)
 
Nine Months Ended September 30, 2018
 
DRA (G&I) Austin (a)
 
Brandywine-AI Venture LLC
 
evo at Cira Centre South (c)
 
MAP Venture
 
Other
 
Total
Revenue
$
42,492

 
$
17,768

 
$
995

 
$
50,976

 
$
13,708

 
$
125,939

Operating expenses
(18,245
)
 
(8,010
)
 
(250
)
 
(30,347
)
 
(5,145
)
 
(61,997
)
Interest expense, net
(7,070
)
 
(2,606
)
 
(388
)
 
(10,426
)
 
(3,132
)
 
(23,622
)
Depreciation and amortization
(15,622
)
 
(6,915
)
 
(376
)
 
(14,096
)
 
(4,430
)
 
(41,439
)
Loss on early extinguishment of debt
—

 
—

 
(718
)
 
(334
)
 
—

 
(1,052
)
Net income (loss)
$
1,555

 
$
237

 
$
(737
)
 
$
(4,227
)
 
$
1,001

 
$
(2,171
)
Ownership interest %
50
%
 
50
%
 
50
%
 
50
%
 
(b)

 
(b)

Company's share of net income (loss)
$
778

 
$
119

 
$
(369
)
 
$
(2,114
)
 
$
168

 
$
(1,418
)
Basis adjustments and other
378

 
33

 
11

 
(39
)
 
(147
)
 
236

Equity in income (loss) of Real Estate Ventures
$
1,156

 
$
152

 
$
(358
)
 
$
(2,153
)
 
$
21

 
$
(1,182
)
(a)
On December 11, 2018, the Company acquired from DRA Advisors, an unaffiliated third party, DRA’s 50% ownership interest in the G&I Austin Office LLC real estate venture. The DRA Austin Venture owned twelve office properties containing an aggregate 1,570,123 square feet, located in Austin, Texas. As a result of the acquisition, the Company acquired complete ownership of the Austin properties.
(b)
The Company’s unconsolidated ownership interests ranged from 15% to 70% during the three and nine months ended September 30, 2019 and 25% to 70% during the three and nine months ended September 30, 2018, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.
(c)
The Company sold its 50% ownership interest in evo at Cira Centre South Venture during the first quarter of 2018.

Brandywine - AI Venture: 3130 Fairview Park Drive

On August 29, 2019, BDN – AI Venture transferred an office building located in Falls Church, Virginia and containing 180,659 rentable square feet to the mortgage lender in full satisfaction of the lender’s outstanding $26.0 million mortgage loan. The mortgage loan was nonrecourse to the Company. The Company recorded its $2.2 million share of the gain on debt forgiveness as "Net gain on real estate venture transactions" in its consolidated statements of operations for the three months ended September 30, 2019.
MAP Venture
The Company holds a 50% ownership interest in the MAP Ground Lease Venture LLC (the “MAP Venture”) which is the lessee under a 99 years ground lease of land parcels underlying 58 office properties owned by the MAP Venture. Upon adoption of Topic 842, Leases, on January 1, 2019, the MAP Venture determined that the carrying amount of the right of use asset was greater than the fair value of the underlying right of use asset. The fair value of the underlying right of use asset was determined using the purchase price paid by a third-party to acquire the ground lease. As a result, MAP Venture recorded a $9.2 million cumulative
effect of accounting change adjustment simultaneously with the recording of the right of use asset to reduce the value of the right of use asset to its estimated fair value. The Company recorded its $4.6 million proportionate share of the cumulative effect of accounting change adjustment through "Cumulative earnings” on its consolidated balance sheets.
Herndon Innovation Center Metro Portfolio Venture, LLC
On March 29, 2019, Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center Venture”), in which the Company holds a 15% ownership interest, obtained $134.1 million of third-party debt financing, secured by four properties within the venture, with an initial advance of $113.1 million. The remaining funds available under the loan have not yet been drawn. On April 1, 2019, the venture received $111.0 million in net cash proceeds from the financing. The Company received $16.7 million for its share of the cash proceeds on April 12, 2019. The loan bears interest at LIBOR + 1.95% capped at a total maximum interest rate of 5.45% - 6.45% over the term of the loan and matures on March 29, 2024. On April 11, 2019, the venture obtained an additional $115.3 million of third-party debt financing secured by the remaining four properties within the venture. The loan bears interest at LIBOR + 1.80% capped at a total maximum interest rate of 6.3% and matures on April 11, 2024. On April 12, 2019, the Company received $13.8 million for its share of the cash proceeds from the financing.
Guarantees
As of September 30, 2019, the Real Estate Ventures had aggregate indebtedness of $592.4 million. These loans are generally mortgage or construction loans, most of which are nonrecourse to the Company, except for customary carve-outs. As of September 30, 2019, the loans to Real Estate Ventures for which there is recourse to the Company consisted of the following: (i) a $0.3 million payment guarantee on a loan with a $3.7 million outstanding principal balance, provided to PJP VII; and (ii) up to a $41.3 million payment guarantee on a $150.0 million construction loan provided to 4040 Wilson. In addition, during construction undertaken by any of the Real Estate Ventures, including 4040 Wilson, the Company has provided and expects to continue to provide cost overrun and completion guarantees, with rights of contribution among partners or members in the Real Estate Ventures, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements.