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Investment in Unconsolidated Real Estate Ventures (Tables)
12 Months Ended
Dec. 31, 2017
Schedule Of Equity Method Investments [Line Items]  
Investment in Real Estate Ventures and Share of Real Estate Ventures' Income (Loss)

The Company’s investment in Real Estate Ventures as of December 31, 2017 and 2016, and the Company’s share of the Real Estate Ventures’ income (loss) for the years ended December 31, 2017 and 2016 was as follows (in thousands):

 

 

 

Ownership

 

 

Carrying Amount

 

 

Company's Share of Real Estate Venture Income (Loss)

 

 

Real Estate Venture Debt at 100%

 

 

Current

Interest

 

 

Debt

 

 

Percentage (a)

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

Rate

 

 

Maturity

Office Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brandywine-AI Venture LLC (b) (h)

 

50%

 

 

$

43,560

 

 

$

67,809

 

 

$

(4,465

)

 

$

(5,895

)

 

$

93,117

 

 

$

131,539

 

 

 

3.94

%

 

(c)

DRA (G&I) Austin (d) (h)

 

50%

 

 

 

13,972

 

 

 

52,886

 

 

 

(989

)

 

 

(1,880

)

 

 

249,481

 

 

 

405,734

 

 

 

3.51

%

 

(e)

MAP Venture (f)

 

50%

 

 

 

15,450

 

 

 

20,893

 

 

 

(3,443

)

 

 

(4,218

)

 

 

180,800

 

 

 

180,800

 

 

L+6.25%

 

 

Feb 2018 (f)

Four Tower Bridge (g)

 

65%

 

 

 

3,032

 

 

 

2,286

 

 

 

746

 

 

 

602

 

 

 

9,749

 

 

 

9,961

 

 

 

5.20

%

 

Feb 2021

PJP VII

 

25%

 

 

 

1,156

 

 

 

980

 

 

 

175

 

 

 

233

 

 

 

4,792

 

 

 

4,956

 

 

L+2.65%

 

 

Dec 2019

PJP II

 

30%

 

 

 

604

 

 

 

532

 

 

 

72

 

 

 

97

 

 

 

2,564

 

 

 

2,893

 

 

 

6.12

%

 

Nov 2023

PJP VI

 

25%

 

 

 

179

 

 

 

142

 

 

 

38

 

 

 

97

 

 

 

7,370

 

 

 

7,652

 

 

 

6.08

%

 

Apr 2023

1000 Chesterbrook Blvd. (h)

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

160

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

PJP V (h)

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

127

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Invesco, L.P. (h)

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

261

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Coppell Associates

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSRE-BDN I, LLC (d)

 

50%

 

 

 

17,671

 

 

 

21,228

 

 

 

449

 

 

 

843

 

 

 

110,886

 

 

 

105,000

 

 

L+2.25%

 

 

Oct 2019

Brandywine 1919 Ventures (d) (i)

 

50%

 

 

 

22,268

 

 

 

27,462

 

 

 

(194

)

 

 

(1,529

)

 

 

88,860

 

 

 

79,250

 

 

L+1.75%

 

 

Oct 2018

TB-BDN Plymouth Apartments (h)

 

 

 

 

 

 

-

 

 

 

12,450

 

 

 

99

 

 

 

119

 

 

 

-

 

 

 

53,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Development Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4040 Wilson (j)

 

50%

 

 

 

37,179

 

 

 

36,356

 

 

 

(255

)

 

 

(270

)

 

 

6,664

 

 

 

1,004

 

 

L+2.75%

 

 

Dec 2021

51 N Street

 

70%

 

 

 

21,212

 

 

 

20,318

 

 

 

(176

)

 

 

(114

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

1250 First Street Office

 

70%

 

 

 

17,867

 

 

 

17,304

 

 

 

(149

)

 

 

(15

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Seven Tower Bridge (g)

 

20%

 

 

 

471

 

 

 

685

 

 

 

(214

)

 

 

(133

)

 

 

14,629

 

 

 

14,710

 

 

 

3.17

%

 

(k)

 

 

 

 

 

 

$

194,621

 

 

$

281,331

 

 

$

(8,306

)

 

$

(11,503

)

 

$

768,912

 

 

$

997,466

 

 

 

 

 

 

 

 

(a)

Ownership percentage represents the Company’s entitlement to residual distributions after payments of priority returns, where applicable.

(b)

See “Brandywine - AI Venture: 7101 Wisconsin Avenue” and “Brandywine - AI Venture: Other Than Temporary Impairment” sections below for information discussing activity that occurred during 2017 relating to this venture.

(c)

The debt for these properties is comprised of two fixed rate mortgages: (1) $26.6 million with a 4.65% fixed interest rate due January 1, 2022, and (2) $66.5 million with a 3.22% fixed interest rate due August 1, 2019.

(d)

The basis differences associated with these ventures are allocated between cost and the underlying equity in the net assets of the investee and is accounted for as if the entity were consolidated (i.e., allocated to the Company’s relative share of assets and liabilities with an adjustment to recognize equity in earnings for the appropriate depreciation/amortization). The Company increased its ownership interest in the HSRE-BDN I, LLC venture (also referred to as the “evo at Cira South Venture”) to 50% on March 2, 2016. On June 10, 2016, HSRE-BDN I, LLC refinanced its debt.  See “evo at Cira South Venture” section below for further details on these transactions. Also, see “Austin Venture” section below for information discussing this venture’s sale of eight office properties during 2017. Subsequent to December 31, 2017, the Company disposed of its interest in the evo at Cira South Venture. See Note 20, “Subsequent Events,” to the consolidated financial statements for further information.

(e)

The debt for these properties includes three mortgages: (1) $133.6 million  that was swapped to a 1.43% fixed rate (for an all-in fixed rate of 3.44% incorporating the 2.01% spread) due November 1, 2018, (2) $28.7 million with a 4.50% fixed interest rate due April 6, 2019 and (3) $87.1 million that was swapped to a 1.36% fixed rate (or all-in fixed rate of 3.36% incorporating the 2.00% spread) due February 10, 2020. On October 18, 2017, the venture sold eight office buildings, seven of which were encumbered by an aggregate of $151.0 million of mortgage debt.

(f)

In order to fulfill interest rate protection requirements, a LIBOR interest rate cap of 1.75% was purchased, effective February 3, 2016 and maturing February 9, 2018, for a notional amount of $200.8 million. There are three options to extend the maturity date of the debt for three successive terms, each year representing a separate option. The first option to extend the maturity date has been exercised and extends the maturity date through February 9, 2019. The two remaining unexercised options extend the maturity through February 9, 2021.

(g)

Subsequent to December 31, 2017, the Company exchanged its 20% interest in Seven Tower Bridge to acquire the remaining 35% interest in Four Tower Bridge. See Note 20, “Subsequent Events,” to the consolidated financial statements for further information.

(h)

On October 18, 2017, the DRA (G&I) Austin venture sold eight office properties in Austin, Texas containing 1,164,496 square feet and encumbered by $151.0 million of mortgage debt for a gross sales price of $333.3 million. On September 14, 2017, the BDN-AI Venture completed the sale of 7101 Wisconsin Avenue, an office property containing 239,904 rentable square feet, located in Bethesda, Maryland, for a gross sales price of $105.7 million. On January 31, 2017, the Company sold its 50% interest in TB-BDN Plymouth Apartments, LP. On September 22, 2016, the Company liquidated its 25% ownership interest in PJP V. On June 30, 2016, the Company liquidated its 50% ownership interest in the venture known as 1000 Chesterbrook. The ownership interest in Invesco, L.P. was sold prior to December 31, 2015, and on August 19, 2016, the Company assigned its residual profits interest to the general partner of Invesco. See below for further detail on these dispositions.

(i)

The stated rate for the construction loan is LIBOR + 1.75%. To fulfill interest rate protection requirements, an interest rate cap was purchased at 4.50%.

(j)

During the fourth quarter of 2017, 4040 Wilson obtained a secured construction loan with a total borrowing capacity of $150.0 million.

(k)

Comprised of two fixed rate mortgages totaling $8.0 million that matured on March 1, 2017, which are currently in default, and accrue interest at a current rate of 7.00%, a $0.7 million 3.00% fixed rate loan through its September 1, 2025 maturity, a $2.0 million 4.00% fixed rate loan with interest only through its February 7, 2018 maturity and a $3.9 million 3.25% fixed rate loan with interest only beginning March 11, 2018 through its March 11, 2020 maturity.

The following is a summary of the financial position of the Real Estate Ventures as of December 31, 2017 and December 31, 2016 (in thousands):

  

 

December 31, 2017

 

 

December 31, 2016

 

 

DRA (G&I) Austin

 

 

Brandywine-AI Venture LLC

 

 

Other

 

 

Total

 

 

DRA (G&I) Austin

 

 

Brandywine-AI Venture LLC

 

 

Other

 

 

Total

 

Net property

$

263,557

 

 

$

158,960

 

 

$

661,448

 

 

$

1,083,965

 

 

$

493,960

 

 

$

229,160

 

 

$

733,883

 

 

$

1,457,003

 

Other assets

 

42,272

 

 

 

24,181

 

 

 

95,479

 

 

 

161,932

 

 

 

82,725

 

 

 

33,205

 

 

 

113,987

 

 

 

229,917

 

Other liabilities

 

24,131

 

 

 

4,493

 

 

 

69,083

 

 

 

97,707

 

 

 

40,280

 

 

 

6,440

 

 

 

82,967

 

 

 

129,687

 

Debt, net

 

248,700

 

 

 

92,917

 

 

 

424,803

 

 

 

766,420

 

 

 

403,671

 

 

 

131,161

 

 

 

454,906

 

 

 

989,738

 

Equity (a)

 

32,998

 

 

 

85,731

 

 

 

263,041

 

 

 

381,770

 

 

 

132,734

 

 

 

124,764

 

 

 

309,997

 

 

 

567,495

 

 

(a)

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 had interests as of December 31, 2017, 2016 and 2015 (in thousands):

 

 

Twelve-month period ended December 31, 2017

 

 

DRA (G&I) Austin

 

 

Brandywine-AI Venture LLC

 

 

Other

 

 

Total

 

Revenue

$

85,500

 

 

$

29,500

 

 

$

101,271

 

 

$

216,271

 

Operating expenses

 

(35,997

)

 

 

(12,298

)

 

 

(51,045

)

 

 

(99,340

)

Interest expense, net

 

(13,985

)

 

 

(4,707

)

 

 

(21,521

)

 

 

(40,213

)

Depreciation and amortization

 

(34,026

)

 

 

(11,428

)

 

 

(32,986

)

 

 

(78,440

)

Loss on extinguishment of debt

 

(2,613

)

 

 

(811

)

 

 

-

 

 

 

(3,424

)

Net income (loss)

$

(1,121

)

 

$

256

 

 

$

(4,281

)

 

$

(5,146

)

Ownership interest %

 

50

%

 

 

50

%

 

(a)

 

 

 

 

 

Company's share of net income (loss)

$

(560

)

 

$

128

 

 

$

(1,432

)

 

$

(1,864

)

Other-than-temporary impairment (b)

 

-

 

 

 

(4,844

)

 

 

-

 

 

 

(4,844

)

Basis adjustments and other

 

(429

)

 

 

251

 

 

 

(1,420

)

 

 

(1,598

)

Equity in loss of Real Estate Ventures

$

(989

)

 

$

(4,465

)

 

$

(2,852

)

 

$

(8,306

)

 

 

Twelve-month period ended December 31, 2016

 

 

DRA (G&I) Austin

 

 

Brandywine-AI Venture LLC

 

 

Other

 

 

Total

 

Revenue

$

85,749

 

 

$

31,047

 

 

$

97,656

 

 

$

214,452

 

Operating expenses

 

(37,643

)

 

 

(13,654

)

 

 

(51,895

)

 

 

(103,192

)

Provision for impairment (c)

 

-

 

 

 

(10,476

)

 

 

-

 

 

 

(10,476

)

Interest expense, net

 

(15,052

)

 

 

(5,825

)

 

 

(19,437

)

 

 

(40,314

)

Depreciation and amortization

 

(38,365

)

 

 

(12,811

)

 

 

(34,562

)

 

 

(85,738

)

Net loss (d)

$

(5,311

)

 

$

(11,719

)

 

$

(8,238

)

 

$

(25,268

)

Ownership interest %

 

50

%

 

 

50

%

 

(a)

 

 

 

 

 

Company's share of net loss

$

(2,656

)

 

$

(5,860

)

 

$

(3,985

)

 

$

(12,501

)

Basis adjustments and other

 

776

 

 

 

(35

)

 

 

257

 

 

 

998

 

Equity in loss of Real Estate Ventures

$

(1,880

)

 

$

(5,895

)

 

$

(3,728

)

 

$

(11,503

)

 

 

 

Twelve-month period ended December 31, 2015

 

 

DRA (G&I) Austin

 

 

Brandywine-AI Venture LLC

 

 

Other

 

 

Total

 

Revenue

$

78,367

 

 

$

29,428

 

 

$

57,133

 

 

$

164,928

 

Operating expenses

 

(33,194

)

 

 

(11,872

)

 

 

(25,070

)

 

 

(70,136

)

Interest expense, net

 

(14,025

)

 

 

(5,310

)

 

 

(15,249

)

 

 

(34,584

)

Depreciation and amortization

 

(36,809

)

 

 

(12,678

)

 

 

(18,613

)

 

 

(68,100

)

Net loss

$

(5,661

)

 

$

(432

)

 

$

(1,799

)

 

$

(7,892

)

Ownership interest %

 

50

%

 

 

50

%

 

(a)

 

 

 

-

 

Company's share of net income (loss)

$

(2,831

)

 

$

(216

)

 

$

455

 

 

$

(2,592

)

Basis adjustments and other

 

1,596

 

 

 

(13

)

 

 

198

 

 

 

1,781

 

Equity in income (loss) of Real Estate Ventures

$

(1,235

)

 

$

(229

)

 

$

653

 

 

$

(811

)

 

(a)

The Company’s unconsolidated ownership interests range from 20% to 70%, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.

(b)

See “Brandywine - AI Venture: Other Than Temporary Impairment” section below.

(c)

See “Brandywine - AI Venture: Station Square Impairment” section below.

(d)

During the year ended December 31, 2016, there were $7.1 million of acquisition deal costs related to the formation of the MAP Venture.

Schedule of Maturities of Long-term Debt

As of December 31, 2017, the Company’s aggregate scheduled principal payments of debt obligations, excluding amortization of discounts and premiums, are as follows (in thousands):

 

2018

$

6,601

 

2019

 

7,360

 

2020

 

86,978

 

2021

 

6,099

 

2022

 

256,332

 

Thereafter

 

1,585,347

 

Total principal payments

 

1,948,717

 

Net unamortized premiums/(discounts)

 

(6,748

)

Net deferred financing costs

 

(11,141

)

Outstanding indebtedness

$

1,930,828

 

 

Dispositions

The Company sold the following properties during the twelve-month period ended December 31, 2017 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Type

 

Number of Properties

 

Rentable Square Feet

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain/(Loss) on Sale (a)

 

 

November 22, 2017

 

11, 14, 15, 17 and 18 Campus Boulevard (Newtown Square)

 

Newtown Square, PA

 

Office

 

5

 

 

252,802

 

 

$

42,000

 

 

$

40,459

 

 

$

19,642

 

 

October 31, 2017

 

630 Allendale Road

 

King of Prussia, PA

 

Office

 

1

 

 

150,000

 

 

 

17,500

 

 

 

16,580

 

 

 

3,605

 

 

June 27, 2017

 

Two, Four A, Four B and Five Eves Drive (Evesham Corporate Center)

 

Marlton, NJ

 

Office

 

4

 

 

134,794

 

 

 

9,700

 

 

 

8,650

 

 

 

(325

)

(b)

June 12, 2017

 

7000 Midlantic Drive

 

Mount Laurel, NJ

 

Retail

 

1

 

 

10,784

 

 

 

8,200

 

 

 

7,714

 

 

 

1,413

 

 

March 30, 2017

 

200, 210 & 220 Lake Drive East (Woodland Falls)

 

Cherry Hill, NJ

 

Office

 

3

 

 

215,465

 

 

 

19,000

 

 

 

17,771

 

 

 

(249

)

(c)

March 15, 2017

 

Philadelphia Marine Center (Marine Piers)

 

Philadelphia, PA

 

Mixed-use

 

1

 

 

181,900

 

 

 

21,400

 

 

 

11,182

 

 

 

6,498

 

(d)

March 13, 2017

 

11700, 11710, 11720 & 11740 Beltsville Drive (Calverton)

 

Beltsville, MD

 

Office

 

3

 

 

313,810

 

 

 

9,000

 

 

 

8,354

 

 

 

-

 

(e)

February 2, 2017

 

1200 & 1220 Concord Avenue (Concord Airport Plaza)

 

Concord, CA

 

Office

 

2

 

 

350,256

 

 

 

33,100

 

 

 

32,010

 

 

 

551

 

(f)

Total Dispositions

 

 

 

 

 

 

 

20

 

 

1,609,811

 

 

$

159,900

 

 

$

142,720

 

 

$

31,135

 

 

 

(a)

Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)

As of March 31, 2017, the Company evaluated the recoverability of the carrying value of its properties that triggered assessment under the undiscounted cash flow model. Based on the Company’s evaluation, it was determined that due to the reduction in the Company’s intended hold period of four properties located in the Other segment, the Company would not recover the carrying values of these properties. Accordingly, the Company recorded impairment charges on these properties of $1.0 million at March 31, 2017, which reduced the aggregate carrying values of the properties from $10.2 million to their estimated fair value of $9.2 million. The Company measured these impairments based on a discounted cash flow analysis, using a hold period of 10 years and residual capitalization rates and discount rates of 9.00% and 9.25%, respectively. The results were comparable to indicative pricing in the market. The assumptions used to determine fair value under the income approach are Level 3 inputs in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The loss on sale in the table above represents additional closing costs.

(c)

As of December 31, 2016, the Company evaluated the recoverability of the carrying value of its properties that triggered assessment under the undiscounted cash flow model. Based on the Company’s evaluation, it was determined that due to the reduction in the Company’s intended hold period of three properties located in the Other segment, the Company would not recover the carrying values of these properties. Accordingly, the Company recorded impairment charges on these properties of $7.3 million at December 31, 2016, reducing the aggregate carrying values of the properties from $25.8 million to their estimated fair value of $18.5 million. The Company measured these impairments based on a discounted cash flow analysis, using a hold period of 10 years and residual capitalization rates and discount rates of 8.75% and 9.00%, respectively. The results were comparable to indicative pricing in the market. The assumptions used to determine fair value under the income approach are Level 3 inputs in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The loss on sale in the table above represents additional closing costs.

(d)

On March 15, 2017, the Company sold its sublease interest in the Piers at Penn’s Landing (the “Marine Piers”), which includes leasehold improvements containing 181,900 net rentable square feet, and a marina, located in Philadelphia, Pennsylvania for an aggregate sales price of $21.4 million. On the closing date, the buyer paid $12.0 million in cash. The $9.4 million balance of the purchase is due on (a) January 31, 2020, in the event that the tenant at the Marine Piers does not exercise an option it holds to extend the term of the sublease or (b) January 15, 2024, in the event that the tenant does exercise the option to extend the term of the sublease. In accordance with ASC 360-20, “Real Estate Sales,” the Company determined that it is appropriate to account for the sales transaction under the cost recovery method. The Company received cash proceeds of $11.2 million, after closing costs and prorations, and the net book value of the Marine Piers was $4.7 million, resulting in a gain on sale of $6.5 million. The remaining gain on sale of $9.4 million will be recognized on the second purchase price installment date. Prior to its sale, the Marine Piers had been classified as mixed-use within the Company’s property count.

(e)

During the fourth quarter of 2016, the Company recognized a $3.0 million impairment related to these properties. During the first quarter of 2017, there was a price reduction of $1.7 million under the agreement of sale and an additional impairment of $1.7 million was recognized.

(f)

During the fourth quarter of 2016, the Company recognized an $11.5 million impairment related to these properties. This sale was designated as a like-kind exchange under Section 1031 of the Internal Revenue Code (“IRC”) and, as such, the proceeds, totaling $32.0 million after closing costs and prorations, were deposited with a Qualified Intermediary, as defined under the IRC. The proceeds received at closing were recorded as “Other assets” in the Company’s consolidated balance sheets. During the third quarter of 2017, the Company acquired 3000 Market Street in Philadelphia, Pennsylvania using the full balance of the Section 1031 proceeds. See “Acquisition” section above.

The Company sold the following land parcels during the twelve-month period ended December 31, 2017 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale

 

 

September 13, 2017

 

50 E. Swedesford Square

 

Malvern, PA

 

 

1

 

 

 

12.0

 

 

$

7,200

 

 

$

7,098

 

 

$

882

 

 

July 18, 2017

 

Bishop's Gate

 

Mount Laurel, NJ

 

 

1

 

 

 

49.5

 

 

 

6,000

 

 

 

5,640

 

 

 

71

 

(a)

April 28, 2017

 

Garza Ranch - Multi-family

 

Austin, TX

 

 

1

 

 

 

8.4

 

 

 

11,800

 

 

 

11,560

 

 

 

-

 

(b)

February 15, 2017

 

Gateway Land - Site C

 

Richmond, VA

 

 

1

 

 

 

4.8

 

 

 

1,100

 

 

 

1,043

 

 

 

-

 

(c)

January 30, 2017

 

Garza Ranch - Hotel

 

Austin, TX

 

 

1

 

 

 

1.7

 

 

 

3,500

 

 

 

3,277

 

 

 

-

 

(b)

Total Dispositions

 

 

 

 

 

 

5

 

 

 

76.4

 

 

$

29,600

 

 

$

28,618

 

 

$

953

 

 

 

(a)

During the fourth quarter of 2016, the Company recognized an impairment of $3.0 million. During the second quarter of 2017, the Company recorded a held for sale impairment charge of $0.3 million, reducing the aggregate carrying value of the land parcel from $5.9 million to its estimated fair value less costs to sell of $5.6 million. The fair value measurement is based on pricing in the purchase and sale agreement for the property. As the pricing in the purchase and sale agreement is unobservable, the Company determined that the input utilized to determine fair value for the property falls within Level 3 in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The land parcel was sold on July 18, 2017.

(b)

The Company has a continuing involvement in this property through a completion guaranty, which requires the Company, as developer, to complete certain infrastructure improvements on behalf of the buyers of the land parcels. The Company recorded the cash received at settlement as “Deferred income, gains and rent” on the Company’s consolidated balance sheet and the Company will recognize the sale upon completion of infrastructure improvements. See Note 19, “Commitments and Contingencies” for further discussion of the infrastructure improvements.

(c)

During the fourth quarter of 2016, the Company recognized a nominal impairment related to this land parcel.

The sales of properties, land and the land parcel held for sale do not represent a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, the operating results of these properties remain classified within continuing operations for all periods presented.

 

The Company sold the following properties during the twelve-month period ended December 31, 2016 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Properties

 

Rentable Square Feet

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain/(Loss) on Sale (a)

 

 

October 13, 2016

 

620, 640, 660 Allendale Road

 

King of Prussia, PA

 

3

 

 

156,669

 

 

$

12,800

 

 

$

12,014

 

 

$

2,382

 

 

September 1, 2016

 

1120 Executive Plaza

 

Mt. Laurel, NJ

 

1

 

 

95,183

 

 

 

9,500

 

 

 

9,241

 

 

 

(18

)

(b)

August 2, 2016

 

50 East Clementon Road

 

Gibbsboro, NJ

 

1

 

 

3,080

 

 

 

1,100

 

 

 

1,011

 

 

 

(85

)

 

May 11, 2016

 

196/198 Van Buren Street (Herndon Metro Plaza I&II)

 

Herndon, VA

 

2

 

 

197,225

 

 

 

44,500

 

 

 

43,412

 

 

 

(752

)

(c)

February 5, 2016

 

2970 Market Street  (Cira Square)

 

Philadelphia, PA

 

1

 

 

862,692

 

 

 

354,000

 

 

 

350,150

 

 

 

115,828

 

 

February 4, 2016

 

Och-Ziff Portfolio

 

Various

 

58

 

 

3,924,783

 

 

 

398,100

 

 

 

353,971

 

 

 

(372

)

(d)

Total Dispositions

 

 

 

 

 

66

 

 

5,239,632

 

 

$

820,000

 

 

$

769,799

 

 

$

116,983

 

 

 

(a)

Gain/(Loss) on Sale is net of closing and other transaction related costs.

(b)

As of June 30, 2016, the Company determined that the sale of the property was probable and classified this property as held for sale in accordance with applicable accounting standards for long lived assets. At such date, the carrying value of the property exceeded the fair value less the anticipated costs of sale. As a result, the Company recognized a provision for impairment totaling approximately $1.8 million during the three-month period ended June 30, 2016. The fair value measurement was based on the pricing in the purchase and sale agreement for the sale of the property. As the pricing in the purchase and sale agreement is unobservable, the Company determined that the inputs utilized to determine fair value for this property falls within Level 3 in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, "Fair Value Measurements and Disclosures.” The loss on sale represents additional closing costs recognized at closing.

(c)

During the three-month period ended March 31, 2016, the Company recognized a provision for impairment totaling approximately $7.4 million on the properties. See “Held for Use Impairment” section below. The loss on sale primarily relates to additional closing costs recognized at closing.

(d)

During the three-month period ended December 31, 2015, the Company recognized a provision for impairment totaling approximately $45.4 million. The loss on sale represents additional closing costs recognized at closing.

The Company sold the following land parcels during the twelve-month period ended December 31, 2016 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale (a)

 

 

December 2, 2016

 

Oakland Lot B

 

Oakland, CA

 

 

1

 

 

 

0.9

 

 

$

13,750

 

 

$

13,411

 

 

$

9,039

 

 

August 19, 2016

 

Highlands Land

 

Mt. Laurel, NJ

 

 

1

 

 

 

2.0

 

 

 

288

 

 

 

284

 

 

 

193

 

 

January 15, 2016

 

Greenhills Land

 

Reading, PA

 

 

1

 

 

 

120.0

 

 

 

900

 

 

 

837

 

 

 

-

 

(b)

Total Dispositions

 

 

 

 

 

 

3

 

 

 

122.9

 

 

$

14,938

 

 

$

14,532

 

 

$

9,232

 

 

(a)

Gain on Sale is net of closing and other transaction related costs.

(b)

The carrying value of the land exceeded the fair value less the anticipated costs of sale as of December 31, 2015. Therefore the Company recognized an impairment loss of $0.3 million during the three-month period ended December 31, 2015. There was no gain or loss recognized on the sale during 2016.

The Company sold the following office properties during the twelve-month period ended December 31, 2015 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Properties

 

Rentable Square Feet

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain on Sale (a)

 

 

December 31, 2015

 

5707 Southwest Parkway (Encino Trace)

 

Austin, TX

 

2

 

 

320,000

 

 

$

76,700

 

 

$

50,158

 

 

$

2,008

 

(b)

December 29, 2015

 

Laurel Corporate Center

 

Mt. Laurel, NJ

 

6

 

 

560,147

 

 

 

56,500

 

 

 

56,253

 

 

 

2,901

 

 

December 18, 2015

 

Carlsbad Properties

 

Carlsbad, CA

 

3

 

 

196,075

 

 

 

30,400

 

 

 

29,568

 

 

 

-

 

(c)

December 18, 2015

 

751-761 Fifth Ave

 

King of Prussia, PA

 

1

 

 

158,000

 

 

 

4,600

 

 

 

4,245

 

 

 

894

 

 

September 29, 2015

 

1000 Howard Boulevard

 

Mt. Laurel, NJ

 

1

 

 

105,312

 

 

 

16,500

 

 

 

15,780

 

 

 

4,828

 

 

August 13, 2015

 

Bay Colony Office Park

 

Wayne, PA

 

4

 

 

247,294

 

 

 

37,500

 

 

 

36,386

 

 

 

269

 

 

August 11, 2015

 

741 First Avenue

 

King of Prussia, PA

 

1

 

 

77,184

 

 

 

4,900

 

 

 

4,640

 

 

 

372

 

 

June 10, 2015

 

100 Gateway Centre Parkway

 

Richmond, VA

 

1

 

 

74,991

 

 

 

4,100

 

 

 

3,911

 

 

 

-

 

(d)

April 24, 2015

 

Christina & Delaware Corporate Centers

 

Wilmington, DE

 

5

 

 

485,182

 

 

 

50,100

 

 

 

49,579

 

 

 

1,749

 

 

April 9, 2015

 

Lake Merritt Tower

 

Oakland, CA

 

1

 

 

204,336

 

 

 

65,000

 

 

 

62,800

 

 

 

-

 

(e)

January 8, 2015

 

1000 Atrium Way / 457 Haddonfield Road (Atrium I / Libertyview)

 

Mt. Laurel, NJ / Cherry Hill, NJ

 

2

 

 

221,405

 

 

 

28,300

 

 

 

26,778

 

 

 

8,981

 

 

Total Dispositions

 

 

 

 

 

27

 

 

2,649,926

 

 

$

374,600

 

 

$

340,098

 

 

$

22,002

 

(f)

 

(a)

Gain on Sale is net of closing and other transaction related costs.

(b)

On December 31, 2015, the Company contributed two newly constructed four-story, Class A office buildings, commonly known as “Encino Trace,” containing an aggregate of approximately 320,000 square feet in Austin, Texas to one of its existing real estate ventures (the “Austin Venture”) that the Company formed in 2013 with G&I VII Austin Office LLC, an investment vehicle advised by DRA Advisors LLC (“DRA”). When these two properties were contributed to the Austin Venture the Company had incurred a total of $76.7 million of development costs, representing the contribution value.  In conjunction with the contribution: (i) the Austin Venture obtained a $30.0 million mortgage loan; (ii) DRA contributed $25.1 million in net cash to the capital of the Austin Venture, including a $1.8 million working capital contribution; and (iii) the Austin Venture distributed $50.2 million to the Company and credited the Company with a $23.3 million capital contribution to the Austin Venture. In addition to the contribution of the properties, the Company also made a $1.8 million cash contribution to the Austin Venture for working capital. The Company recognized a $2.0 million gain on the contribution. Under the Encino Trace loan agreement, the Austin Venture has the option, subject to certain leasing and loan-to-value requirements, to borrow an additional $29.7 million to fund tenant improvements and leasing commissions.

(c)

The Company recorded an impairment loss of $6.3 million for the Carlsbad office properties during the fourth quarter of 2015. As such, there was no gain at disposition for this property.

(d)

The Company recorded an impairment loss of $0.8 million for 100 Gateway Centre Parkway during the second quarter of 2015. As such, there was no gain at disposition for this property.

(e)

The Company recorded an impairment loss of $1.7 million for Lake Merritt Tower on March 31, 2015. As such, there was no gain at disposition for this property. Sales proceeds were deposited in escrow under Section 1031 of the Internal Revenue Code and applied to purchase the Broadmoor Austin portfolio. Refer to Broadmoor Austin Associates acquisition summary, above, for further details.

(f)

Total gain on sale does not include a deferred gain of $0.5 million related to a prior sale.

The Company sold the following land parcels during the twelve-month period ended December 31, 2015 (dollars in thousands):

 

Disposition Date

 

Property/Portfolio Name

 

Location

 

Number of Parcels

 

 

Acres

 

 

Sales Price

 

 

Net Proceeds on Sale

 

 

Gain/(Loss) on Sale (a)

 

 

December 18, 2015

 

Two Christina Centre

 

Wilmington, DE

 

1

 

 

1.6

 

 

$

6,500

 

 

$

5,986

 

 

$

-

 

(b)

September 1, 2015

 

7000 Midlantic

 

Mt. Laurel, NJ

 

 

1

 

 

 

3.5

 

 

 

2,200

 

 

 

1,742

 

 

 

(169

)

 

August 31, 2015

 

Four Points

 

Austin, TX

 

 

1

 

 

 

8.6

 

 

 

2,500

 

 

 

2,344

 

 

 

71

 

 

August 25, 2015

 

Two Kaiser Plaza

 

Oakland, CA

 

 

1

 

 

 

1.0

 

 

 

11,100

 

 

 

11,016

 

 

 

3,117

 

 

Total Dispositions

 

 

 

 

 

4

 

 

14.7

 

 

$

22,300

 

 

$

21,088

 

 

$

3,019

 

 

 

(a)

Gain/(Loss) on sale includes closing and other transaction related costs.

(b)

The Company recorded an impairment loss of $0.3 million for Two Christina Centre during the fourth quarter of 2015. As such, there was no gain/(loss) at disposition for this land parcel.

Unconsolidated Real Estate Ventures [Member]  
Schedule Of Equity Method Investments [Line Items]  
Schedule of Maturities of Long-term Debt

 

As of December 31, 2017, the aggregate principal payments of recourse and non-recourse debt payable to third-parties are as follows (in thousands):

 

2018

 

$

236,468

 

2019

 

 

390,707

 

2020

 

 

92,679

 

2021

 

 

17,162

 

2022

 

 

25,372

 

Thereafter

 

 

6,524

 

Total principal payments

 

 

768,912

 

Net deferred financing costs

 

 

(2,532

)

Outstanding indebtedness

 

$

766,380

 

 

Austin Joint Venture [Member]  
Schedule Of Equity Method Investments [Line Items]  
Dispositions

The summary of the transaction is as follows (in thousands);

 

 

 

October 18, 2017

 

Gross sales price

 

$

333,250

 

Debt principal

 

 

(150,968

)

Debt prepayment penalties

 

 

(2,120

)

Closing costs and net prorations

 

 

(7,420

)

    Cash to Austin Venture

 

$

172,742

 

Company's ownership interest

 

 

50

%

    Cash to the Company

 

$

86,371

 

 

 

 

 

 

Cash to Austin Venture

 

$

172,742

 

Austin Venture basis of sold properties

 

 

(92,559

)

    Austin Venture gain on sale

 

$

80,183

 

Company's ownership interest

 

 

50

%

    Company's share of gain

 

$

40,092

 

 

 

 

 

 

Company's share of gain

 

$

40,092

 

Deferred gain from partial sale

 

 

12,072

 

    Gain on real estate venture transactions

 

$

52,164