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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
12 Months Ended
Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
As of December 31, 2021, the Company held ownership interests in nine unconsolidated real estate ventures for a net aggregate investment balance of $411.1 million, which includes a negative investment balance in one unconsolidated real estate venture of $24.4 million, reflected within "Other liabilities" on the consolidated balance sheets. As of December 31, 2021, four of the real estate ventures owned properties that contained an aggregate of approximately 8.2 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 1.0 acres of land in active development; one real estate venture owned a mixed used tower comprised of 250 apartment units and 0.2 million net rentable square feet of office/retail space; and one real estate venture owned a residential tower that contained 321 apartment units.
The Company accounts for its interests in the unconsolidated real estate ventures, which range from 15% to 70%, using the equity method. Certain of the unconsolidated real estate ventures are subject to specified priority allocations of distributable cash.
The Company earned management fees from the unconsolidated real estate ventures of $8.1 million, $4.7 million and $4.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The Company earned leasing commissions from the unconsolidated real estate ventures of $3.8 million, $1.1 million and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The Company had outstanding accounts receivable balances from the unconsolidated real estate ventures of $2.5 million and $1.2 million as of December 31, 2021 and 2020, respectively.
The amounts reflected in the following tables (except for the Company’s share of equity in income) are based on the financial information of the individual unconsolidated real estate ventures. The Company records operating losses of a real estate venture in excess of its investment balance if the Company is liable for the obligations of the real estate venture or is otherwise committed to provide financial support to the real estate venture.
The Company’s investment in the unconsolidated real estate ventures as of December 31, 2021 and 2020, and the Company’s share of the unconsolidated real estate ventures’ income (loss) for the years ended December 31, 2021 and 2020 was as follows (in thousands):
Ownership PercentageCarrying AmountCompany's Share of unconsolidated real estate venture Income (Loss)Unconsolidated Real Estate Venture Debt at 100%, gross
2021202020212020201920212020
Office Properties
Commerce Square Venture
70% (a)
$247,798 $253,128 $(15,501)$(9,150)— $213,069 $219,168 
Mid-Atlantic Office Venture
40% (a)
31,680 32,996 932 96 — 123,015 120,831 
Brandywine - AI Venture LLC50%— 10,302 (721)185 (2,800)— — 
Herndon Innovation Center Metro Portfolio Venture, LLC15%15,844 16,019 (174)(358)(498)207,302 207,302 
MAP Venture 50%(24,396)(11,516)(8,683)(6,570)(6,102)184,263 185,000 
PJP VII
25% (b)
— — — — 190 — — 
PJP II
30% (b)
— — — — 81 — — 
PJP VI
25% (b)
— — — — (185)— — 
Other
4040 Wilson Venture (c)50%31,059 34,454 (2,258)(2,162)(368)145,000 141,857 
1919 Venture50%13,791 15,434 427 59 328 88,860 88,860 
Development Properties
3025 JFK Venture55%56,370 — (118)— — — — 
JBG - 51 N Street (c)70%21,213 21,237 (402)(457)(313)— — 
JBG - 1250 First Street Office (c)70%17,751 17,757 (199)(227)(255)— — 
$411,110 $389,811 $(26,697)$(18,584)(9,922)$961,509 $963,018 
(a)Ownership percentage represents the Company’s combined interest including preferred and common equity holdings. See "Commerce Square Venture" and "Mid-Atlantic Office JV" sections below for more information.
(b)On October 29, 2019, the Company sold its interest in PJP II, PJP VI and PJP VII. See "PJP Ventures" section below for more information on the disposal.
(c)This entity is a VIE.
The following is a summary of the financial position of the unconsolidated real estate ventures in which the Company held interests as of December 31, 2021 and December 31, 2020 (in thousands):
December 31, 2021December 31, 2020
Net property$1,563,263 $1,520,804 
Other assets434,687 488,805 
Other liabilities331,947 333,049 
Debt, net956,668 956,688 
Equity (a)709,335 719,872 
(a)This amount does not include 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 unconsolidated real estate ventures in which the Company held interests during the twelve-month periods ended December 31, 2021, 2020 and 2019 (in thousands):
Year Ended December 31,
202120202019
Revenue$214,792 $150,276 $132,358 
Operating expenses(117,273)(85,812)(71,784)
Interest expense, net(30,569)(22,661)(21,908)
Depreciation and amortization(97,147)(70,805)(53,331)
Provision for impairment(1,393)— (5,664)
Loss on early extinguishment of debt— — (1,231)
Net loss$(31,590)$(29,002)$(21,560)
Ownership interest %VariousVariousVarious
Company's share of net loss$(25,972)$(18,540)$(9,865)
Basis adjustments and other(725)(44)(57)
Equity in loss of unconsolidated real estate ventures$(26,697)$(18,584)$(9,922)
As of December 31, 2021, the aggregate principal payments of the unconsolidated real estate ventures recourse and non-recourse debt payable to third-parties are as follows (in thousands):
2022$8,543 
2023477,649 
2024330,317 
2025— 
2026145,000 
Thereafter— 
Total principal payments961,509 
Net deferred financing costs(5,923)
Net original issue premium1,082 
Outstanding indebtedness$956,668 
4040 Wilson Venture
The 4040 Wilson LLC Venture (“4040 Wilson”) consists of one property containing an aggregate of 225,000 square feet of office/retail and 250 apartment units, located in the Metropolitan Washington, D.C. segment. The Company and its partner each own a 50% interest in 4040 Wilson. The residential component and office/retail portion of 4040 Wilson were substantially complete and placed into service during the first quarter of 2020 and the first quarter of 2021, respectively. During the fourth quarter of 2021, 4040 Wilson refinanced the $150.0 million secured construction loan into a $155.0 million mortgage loan secured by the property. The interest rate on this loan is 1.8% over term SOFR and matures in December 2026.
Brandywine - AI Venture
During the year ended December 31, 2021, Brandywine - AI Venture, recorded a $1.4 million held for sale impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $0.7 million, which is reflected in “Equity in loss of Real Estate Ventures” in the consolidated statements of operations for the year ended December 31, 2021. The impairment was measured based on an executed sale agreement with a third-party. The Company determined that its investment in the real estate venture is not impaired as the Company's share of the distributable cash is in excess of the Company's basis in the real estate venture. On November 9, 2021, BDN AI Venture sold 3141 Fairview Park Drive, the last remaining office property, totaling 183,618 rentable square feet in Falls Church, Virginia, at an aggregate sales price of $27.6 million. The Company received cash proceeds of $12.6 million after closing costs. The Company recorded an $3.0 million gain within the caption "Net gain on real estate venture transactions" within its consolidated statements of operations for the year ended December 31, 2021 upon liquidation of the venture.
During 2019, BDN - AI Venture recorded a $5.6 million held for use impairment charge related to 3141 Fairview Park Drive. The Company’s share of the impairment charge was $2.8 million which is reflected in “Equity in loss of unconsolidated real estate ventures” in the consolidated statements of operations for the year ended December 31, 2019. The impairment was measured based on an appraisal of the property performed by a third party. The Company determined that its investment in the real estate venture was not impaired as the Company's share of the distributable cash was in excess of the Company's basis in the real estate venture.
During 2019, BDN - AI Venture transferred an office building located in Falls Church, Virginia 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 recognized its $2.2 million share of the gain on debt forgiveness in "Net gain on real estate venture transactions" in the consolidated statements of operations for the year ended December 31, 2019.
3025 JFK Venture
On February 2, 2021, the Company contributed its investment in a 99-year prepaid leasehold interest in a one-acre land parcel held for development at 3025 JFK Boulevard in Philadelphia, Pennsylvania to the 3025 JFK Venture. The Company's initial investment in this real estate venture at February 2, 2021 was $34.8 million. The real estate venture was formed to develop a 570,000 square foot mixed-use building at property under the long-term ground lease. The estimated project cost is approximately $287.3 million, and the joint venture partner has agreed, subject to customary funding conditions, to fund up to approximately $45.2 million of the project costs in exchange for a 45% preferred equity interest in the venture and the Company will retain a 55% preferred equity interest.
On July 23, 2021, the 3025 JFK Venture closed on a $186.7 million construction loan, which bears interest at 3.50% plus LIBOR (subject to a LIBOR floor of 0.25%) per annum and matures in July 2025. In addition to its $34.8 million credit for contribution of the leasehold interest at 3025 JFK Venture, the Company has funded $20.5 million of project costs as of December 31, 2021. The remaining project costs will be funded by the joint venture partner and the construction loan.
The Company has determined that the 3025 JFK Venture is a variable interest entity ("VIE"). As a result, the Company used the VIE model under the accounting standard for consolidation in order to determine whether to consolidate the 3025 JFK Venture. Based upon each member’s shared power over the activities of 3025 JFK Venture under the operating and related agreements, and the Company’s lack of control over the development and construction phases of the project, 3025 JFK Venture is accounted for under the equity method of accounting.
Mid-Atlantic Office JV
On December 21, 2020, the Company contributed a portfolio of twelve properties containing an aggregate of 1,128,645 square feet, nine of which are located in the Pennsylvania suburbs segment and three located in the Metropolitan Washington, D.C segment, to the Mid-Atlantic Office JV, for a gross sales price of $192.9 million. After the transaction, the Company owns approximately 25% of the equity interest in the Mid-Atlantic Office JV through a $20.0 million preferred equity holding and approximately 15% of the equity interest through a common equity interest (representing 20% of the total common equity), for a combined approximately 40% equity interest in the venture. On the closing date, Mid-Atlantic Office JV also obtained $147.4 million of third-party debt financing secured by the twelve properties within the venture, with an initial advance of $120.8 million. During the fourth quarter 2021, the Mid-Atlantic Office JV borrowed an additional
$2.2 million. The remaining funds available under the loan are $24.4 million. The loan bears interest at LIBOR + 3.15% capped at a total maximum interest rate of 5.6% and matures on January 9, 2024.
Commerce Square Venture
On July 21, 2020, the Company sold a 30% preferred equity interest in the entities that own One Commerce Square and Two Commerce Square, two office properties containing 1,896,142 square feet in Philadelphia, Pennsylvania. After the transaction, the Company owns approximately 32% of the equity interest in Commerce Square Venture through preferred equity interest holdings and approximately 38% of the equity interest in Commerce Square Venture as the sole common equity holder, for a combined approximately 70% equity interest in the venture. The properties held by the venture remain encumbered by the existing mortgages.
PJP Ventures
On October 29, 2019, PJP II, PJP VII and PJP VI, three real estate ventures in which the Company owned a 25%-30% interest, each sold its sole operating office property, totaling 204,347 rentable square feet in Charlottesville, Virginia, at an aggregate sales price of $51.0 million. The Company received cash proceeds of $9.1 million after closing costs and related debt payoffs. The Company recorded an $8.0 million gain within the caption "Net gains on real estate venture transactions" within its consolidated statements of operations for the year ended December 31, 2019.
Herndon Innovation Center Metro Portfolio Venture, LLC
The Herndon Innovation Center Metro Portfolio Venture, LLC (“Herndon Innovation Center”) consists of eight properties containing an aggregate of 1,293,197 square feet, located in the Metropolitan Washington, D.C. segment. The Company and its partner own 15% and 85% interests in the Herndon Innovation Center, respectively.
On March 29, 2019, Herndon Innovation Center 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. 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, with an initial advance of $94.2 million. The remaining funds available under the loan have not yet been drawn. 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.
MAP Venture
The MAP Venture owns 58 office properties that contain an aggregate of 3,924,783 square feet located in the Pennsylvania Suburbs, New Jersey/Delaware, Metropolitan Washington, D.C. and Richmond, Virginia ("MAP Venture"). The MAP Venture leases the land parcels under the 58 office properties through a ground lease that extends through February 2115. Annual payments by the MAP Venture, as tenant under the ground lease, initially total $11.9 million and increase 2.5% annually through November 2025. Thereafter, annual rental payments increase by 2.5% or CPI at the discretion of the lessor.
1919 Venture
1919 Venture owns a 29-story, 455,000 square foot mixed-use tower consisting of 321 luxury apartments, 24,000 square feet of commercial space and a 215-car structured parking facility. See Note 5, ''Debt and Preferred Equity Investments" for additional information regarding the related-party note receivable with 1919 Venture.
JBG Ventures
JBG Ventures consists of 51 N 50 Patterson, Holdings, LLC Venture ("51 N Street") and 1250 First Street Office, LLC Venture ("1250 First Street"), with the Company owning a 70.0% equity interest and JBG/DC Manager, LLC ("JBG") owning a 30.0% equity interest in each of the two ventures. 51 N Street owns 0.9 acres of undeveloped land and 1250 First Street, owns 0.5 acres of undeveloped land.