4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of June 30, 2018, the Company held ownership interests in 10 unconsolidated Real Estate Ventures for an aggregate investment balance of $170.4 million. The Company formed or acquired interests in these 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 June 30, 2018, six of the real estate ventures owned properties that contain an aggregate of approximately 6.6 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 contains 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 25% to 70%, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.

The Company earned management fees from its Real Estate Ventures of $1.3 million and $2.6 million for the three- and six-month periods ended June 30, 2018, respectively, and $1.7 million and $3.2 million for the three- and six-month periods ended June 30, 2017, respectively.

The Company earned leasing commission income from its Real Estate Ventures of $1.5 million and $2.9 million for the three- and six-month periods ended June 30, 2018, respectively, and $1.8 million and $3.6 million for the three- and six-month periods ended June 30, 2017, respectively.

The Company had outstanding accounts receivable balances from its Real Estate Ventures of $1.3 million and $0.9 million as of June 30, 2018 and December 31, 2017, respectively.

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 committed 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 June 30, 2018 and December 31, 2017 (in thousands):

	June 30, 2018
	DRA (G&I) Austin		Brandywine-AI Venture LLC		HSRE-BDN I, LLC (evo at Cira Centre South) (a)		Other		Total
Net property	$	259,282	$	158,483	$	-	$	494,053	$	911,818
Other assets		37,584		24,444		-		84,166		146,194
Other liabilities		17,734		4,519		-		73,603		95,856
Debt, net		247,004		92,707		-		301,640		641,351
Equity (b)		32,128		85,701		-		202,976		320,805

	December 31, 2017
	DRA (G&I) Austin		Brandywine-AI Venture LLC		HSRE-BDN I, LLC (evo at Cira Centre South)		Other		Total
Net property	$	263,557	$	158,960	$	143,990	$	517,458	$	1,083,965
Other assets		42,272		24,181		8,563		86,916		161,932
Other liabilities		24,131		4,493		1,648		67,435		97,707
Debt, net		248,700		92,917		110,136		314,667		766,420
Equity (b)		32,998		85,731		40,769		222,272		381,770

(a)	On January 10, 2018, HSRE-BDN I, LLC (evo at Cira Centre South) sold the 345-unit student housing tower, its sole operating asset. See ‘evo at Cira Disposition’ section below.

(b)

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 six-month periods ended June 30, 2018 and 2017 (in thousands):

	Three-month period ended June 30, 2018
	DRA (G&I) Austin			Brandywine-AI Venture LLC			HSRE-BDN I, LLC (evo at Cira Centre South)			Other			Total
Revenue	$	13,904		$	5,970		$	-		$	21,227		$	41,101
Operating expenses		(5,751	)		(2,877	)		-			(11,461	)		(20,089	)
Interest expense, net		(2,227	)		(869	)		-			(4,856	)		(7,952	)
Depreciation and amortization		(5,028	)		(2,546	)		-			(6,218	)		(13,792	)
Loss on early extinguishment of debt		-			-			-			-			-
Net income (loss)	$	898		$	(322	)	$	-		$	(1,308	)	$	(732	)
Ownership interest %		50	%		50	%		50	%	(a)			(a)
Company's share of net income (loss)	$	449		$	(161	)	$	-		$	(764	)	$	(476	)
Basis adjustments and other		204			(13	)		-			(73	)		118
Equity in income (loss) of Real Estate Ventures	$	653		$	(174	)	$	-		$	(837	)	$	(358	)

	Three-month period ended June 30, 2017
	DRA (G&I) Austin			Brandywine-AI Venture LLC			HSRE-BDN I, LLC (evo at Cira Centre South)			Other			Total
Revenue	$	26,140		$	7,988		$	3,101		$	21,590		$	58,819
Operating expenses		(9,699	)		(3,248	)		(712	)		(11,513	)		(25,172	)
Interest expense, net		(3,744	)		(1,301	)		(1,014	)		(5,213	)		(11,272	)
Depreciation and amortization		(9,064	)		(3,133	)		(1,128	)		(7,046	)		(20,371	)
Net income (loss)	$	3,633		$	306		$	247		$	(2,182	)	$	2,004
Ownership interest %		50	%		50	%		50	%	(a)			(a)
Company's share of net income (loss)	$	1,817		$	153		$	124		$	(645	)	$	1,449
Basis adjustments and other		(171	)		(11	)		46			(229	)		(365	)
Equity in income (loss) of Real Estate Ventures	$	1,646		$	142		$	170		$	(874	)	$	1,084

	Six-month period ended June 30, 2018
	DRA (G&I) Austin			Brandywine-AI Venture LLC			HSRE-BDN I, LLC (evo at Cira Centre South)			Other			Total
Revenue	$	28,260		$	11,806		$	995		$	42,861		$	83,922
Operating expenses		(11,817	)		(5,421	)		(250	)		(23,369	)		(40,857	)
Interest expense, net		(4,521	)		(1,733	)		(388	)		(9,436	)		(16,078	)
Depreciation and amortization		(10,726	)		(4,683	)		(376	)		(12,391	)		(28,176	)
Loss on early extinguishment of debt		-			-			(718	)		-			(718	)
Net income (loss)	$	1,196		$	(31	)	$	(737	)	$	(2,335	)	$	(1,907	)
Ownership interest %		50	%		50	%		50	%	(a)			(a)
Company's share of net income (loss)	$	598		$	(16	)	$	(369	)	$	(1,396	)	$	(1,183	)
Basis adjustments and other		135			2			11			(148	)		-
Equity in income (loss) of Real Estate Ventures	$	733		$	(14	)	$	(358	)	$	(1,544	)	$	(1,183	)

	Six-month period ended June 30, 2017
	DRA (G&I) Austin			Brandywine-AI Venture LLC			HSRE-BDN I, LLC (evo at Cira Centre South)			Other			Total
Revenue	$	47,692		$	15,313		$	6,255		$	43,838		$	113,098
Operating expenses		(19,012	)		(6,188	)		(1,391	)		(23,747	)		(50,338	)
Interest expense, net		(7,433	)		(2,446	)		(1,912	)		(10,310	)		(22,101	)
Depreciation and amortization		(18,293	)		(5,942	)		(2,256	)		(14,642	)		(41,133	)
Net income (loss)	$	2,954		$	737		$	696		$	(4,861	)	$	(474	)
Ownership interest %		50	%		50	%		50	%	(a)			(a)
Company's share of net income (loss)	$	1,477		$	369		$	348		$	(1,907	)	$	287
Basis adjustments and other		(196	)		299			53			(107	)		49
Equity in income (loss) of Real Estate Ventures	$	1,281		$	668		$	401		$	(2,014	)	$	336

(a)

The Company’s unconsolidated ownership interests ranged from 25% to 70% during the three- and six-month periods ended June 30, 2018 and 20% to 70% during the three- and six month periods ended June 30, 2017, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.

Brandywine 1919 Ventures

On June 26, 2018, each of the Company and its partner, LCOR/Calstrs, provided a $44.4 million mortgage loan to Brandywine 1919 Ventures (“1919 Ventures”), an unconsolidated real estate venture in which each of the Company and LCOR/Calstrs holds a 50% ownership interest. As a result, the Company recorded a related-party note receivable of $44.4 million in the “Other assets” caption on its consolidated balance sheets. The loans bear interest at a fixed 4.0% per annum interest rate with a scheduled maturity on June 25, 2023. On June 26, 2018, Brandywine 1919 Ventures used the loan to repay the venture’s then outstanding $88.8 million construction loan, comprised of $88.6 million in principal and $0.2 million of accrued interest. On an ongoing basis, the Company will evaluate its loan for collectability. There are no collectability concerns as of June 30, 2018.

The Company accounted for its investment in 1919 Ventures under the equity method of accounting. Based upon the reconsideration event caused by the refinancing of 1919 Ventures’ construction facility, the Company reassessed its consolidation conclusion. The Company determined that this real estate venture is no longer a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate 1919 Ventures. The partner mortgage loans do not impact the controlling rights within the partnership agreements. Based upon each member's substantive participating rights over the activities that significantly impact the operations and revenues of 1919 Ventures under the operating agreement and related partnership agreements, 1919 Ventures is not consolidated by the Company, and is accounted for under the equity method of accounting. As a result of this transaction, the Company did not gain a controlling financial interest over 1919 Ventures; therefore, it was not required to remeasure its previously held equity interest to fair value at the date that it acquired the additional equity interest.

Four Tower Bridge Acquisition

On January 5, 2018, the Company acquired, from its then partner in each of the Four Tower Bridge real estate venture and the Seven Tower Bridge real estate venture, the partner’s remaining 35% ownership interest in the Four Tower Bridge real estate venture in exchange for the Company's 20% ownership interest in the Seven Tower Bridge real estate venture. The Four Tower Bridge real estate venture owned an office property containing 86,021 square feet in Conshohocken, Pennsylvania encumbered with $9.7 million in debt. The Company previously accounted for its noncontrolling interest in Four Tower Bridge using the equity method. As a result of the exchange transaction, the Company obtained control of the Four Tower Bridge property and recognized a gain of $11.6 million. For further information regarding the accounting of the transaction, see Note 3, “Real Estate Investments.”

evo at Cira Disposition

On January 10, 2018, evo at Cira, a real estate venture in which the Company held a 50% interest, sold its sole asset, a 345-unit student housing tower, at a gross sales value of $197.5 million. The student housing tower, located in Philadelphia, Pennsylvania, was encumbered by a secured loan with a principal balance of $110.9 million at the time of sale, which was repaid in full from the sale proceeds. The Company’s share of net cash proceeds from the sale, after debt repayment and closing costs, was $43.0 million. As the Company’s investment basis was $17.3 million, a gain of $25.7 million was recorded.

Guarantees

As of June 30, 2018, the Real Estate Ventures had aggregate indebtedness of $645.5 million. These loans are generally mortgage or construction loans, most of which are non-recourse to the Company, except for customary carve-outs. As of June 30, 2018, the loans for which there is recourse to the Company consist of the following: (i) a $0.4 million payment guarantee on a loan with a $4.2 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 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.