Investments In and Advances to Unconsolidated Affiliates

The Company accounts for its investments in and advances to unconsolidated affiliates under the equity method of accounting as it has the ability to exercise significant influence, but does not have financial or operating control over the investment, which is maintained by each of the unaffiliated partners who co-invest with the Company. The Company's investments in and advances to unconsolidated affiliates consist of the following (dollars in thousands):



		Nominal Ownership Interest at December 31, 2016		December 31,
Fund	Property	Nominal Ownership Interest at December 31, 2016		2016		2015
Core:
	840 N. Michigan ^(a)	88.43	%	$	74,131	$	76,898
	Renaissance Portfolio	20	%	36,437		—
	Gotham	49	%	29,421		—
	Brandywine Portfolio ^(a)	22.22	%	20,755		—
	Georgetown Portfolio	50	%	4,287		4,688
				165,031		81,586

Mervyns I & II:	KLA/Mervyn's, LLC ^(b)	10.5	%	—		—

Fund III:
	Fund III Other Portfolio	90	%	8,108		12,784
	Self Storage Management ^(c)	95	%	241		654
				8,349		13,438
Fund IV:
	Broughton Street Portfolio	50	%	54,839		43,786
	Fund IV Other Portfolio	90	%	21,817		24,104
	650 Bald Hill Road	90	%	18,842		9,072
				95,498		76,962
	Due from Related Parties ^(d)			2,193		725
	Other			957		566
	Investments in and advances to unconsolidated affiliates			$	272,028	$	173,277

Core:
	Crossroads ^(e)	49	%	$	13,691	$	13,244
	Distributions in excess of income from, and investments in, unconsolidated affiliates			$	13,691	$	13,244

__________


(a)	Represents a tenancy-in-common interest.


(b)	Distributions have exceeded the Company's non-recourse investment, therefore the carrying value is zero.


(c)	Represents a variable interest entity.


(d)	Represents deferred fees.


(e)	Distributions have exceeded the Company's investment; however, the Company recognizes a liability balance as it may fund future obligations of the entity.

Core Portfolio

The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York ("Crossroads"), a 50% interest in a 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio"), and a 88.43% tenancy-in-common interest in an 87,000 square foot retail property located in Chicago, Illinois.

During January 2016, the Company completed the acquisition of a 49% noncontrolling interest in an approximately 123,000 square foot retail property located in Manhattan, New York ("Gotham Plaza"), for a purchase price of $39.8 million. Consideration for this purchase consisted of the assumption of 49% of the existing non-recourse debt of $21.4 million and the issuance of both 442,478 Common and 141,593 Preferred OP Units (Note 10).

During June 2016, the Company completed the acquisition of a 20% noncontrolling interest in a 211,000 square-foot portfolio of 17 mixed-use properties, 16 of which are located in Georgetown, Washington D.C. and one which is located in Alexandria, Virginia (the "Renaissance Portfolio"), for a purchase price of $67.6 million and the assumption of $20 million in debt.

The Company owns a 22.22% interest in an approximately one million square foot retail portfolio (the "Brandywine Portfolio") located in Wilmington, Delaware. Prior to the second quarter of 2016, the Company had a controlling interest in the Brandywine Portfolio, and it was therefore consolidated within the Company’s financial statements. During April 2016, the arrangement with the partners of the Brandywine Portfolio was modified to change the legal ownership from a partnership to a tenancy-in-common interest, as well as to provide certain participating rights to the outside partners. As a result of these modifications, the Company de-consolidated the Brandywine Portfolio and accounts for its interest under the equity method of accounting effective May 1, 2016. Furthermore, as the owners of the Brandywine Portfolio had consistent ownership interests before and after the modification and the underlying net assets are unchanged, the Company has reflected the change from consolidation to equity method based upon its historical cost.

Additionally, in April 2016, the Company repaid the outstanding balance of $140.0 million of non-recourse debt collateralized by the Brandywine Portfolio. The Company provided a loan collateralized by the partners’ tenancy-in-common interest, as further described in Note 7, for their proportionate share of the repayment.

Fund Investments

Fund III Other Portfolio includes the Company's investment in Arundel Plaza. Fund IV Other Portfolio includes the Company's investment in 1701 Belmont Avenue, 2819 Kennedy Boulevard, Promenade at Manassas, and Eden Square.

Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required.

During April 2015, Fund III sold White City Shopping Center for $96.8 million resulting in a gain on sale of which the Operating Partnership's share was $16.2 million.

During September 2015, Fund IV entered into a joint venture with an unaffiliated entity and completed the acquisition of a 90% interest in a property under development located in Warwick, Rhode Island ("650 Bald Hill Road") for a purchase price of $9.2 million.

During January 2016, Fund III completed the disposition of a 65% interest in Cortlandt Town Center for $107.3 million resulting in a gain of $65.4 million and the deconsolidation of its remaining interest (Note 2). During December 2016, Fund III completed the disposition of its remaining 35% interest in Cortlandt Town Center for $57.8 million less $32.6 million debt repayment for a net sales price of $25.2 million resulting in a gain on sale of $36.0 million, of which the Operating Partnership's share was $8.8 million, which is included in equity earnings and gains from unconsolidated affiliates in the consolidated financial statements.

Revenues from Unconsolidated Affiliates

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $1.2 million, $0.3 million and $0.2 million for the years ended December 31, 2016, 2015 and 2014, respectively, which is included in other revenues in the consolidated financial statements.

In addition, the Company paid $1.1 million, $0.8 million, and $2.8 million to certain unaffiliated partners of our joint ventures partners during the the years ended December 31, 2016, 2015 and 2014, respectively.

Summarized Financial Information of Unconsolidated Affiliates

The following combined and condensed Balance Sheets and Statements of Income, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates (in thousands):



	December 31,
	2016		2015
Combined and Condensed Balance Sheets
Assets:
Rental property, net	$	576,505	$	302,976
Real estate under development	18,884		35,743
Investment in unconsolidated affiliates	6,853		6,853
Other assets	75,254		47,083
Total assets	$	677,496	$	392,655
Liabilities and partners’ equity:
Mortgage notes payable	$	407,344	$	262,130
Other liabilities	30,117		21,945
Partners’ equity	240,035		108,580
Total liabilities and partners’ equity	$	677,496	$	392,655

Company's share of accumulated equity	$	191,049	$	106,442
Basis differential	61,827		11,620
Deferred fees, net of portion related to the Company's interest	3,268		5,342
Amounts receivable by the Company	2,193		36,629
Investments in and advances to unconsolidated affiliates, net of Company's share of distributions in excess of income and investments in unconsolidated affiliates	$	258,337	$	160,033

Amounts receivable by the Company as of December 31, 2015 in the table above includes $35.9 million related to Broughton Street portfolio's note receivable which was converted to preferred equity during 2016.



	Year Ended December 31,
	2016			2015			2014
Combined and Condensed Statements of Income
Total revenues	$	84,218		$	43,990		$	44,422
Operating and other expenses	(25,724		)	(13,721		)	(17,069		)
Interest expense	(16,300		)	(9,178		)	(9,363		)
Equity in earnings (losses) of unconsolidated affiliates	—			66,655			(328		)
Depreciation and amortization	(35,432		)	(12,154		)	(10,967		)
Loss on debt extinguishment	—			—			(187		)
(Loss) gain on disposition of properties	(1,340		)	32,623			142,615
Net income attributable to unconsolidated affiliates	$	5,422		$	108,215		$	149,123

Company’s share of equity in net income of unconsolidated affiliates	$	40,538		$	37,722		$	111,970
Basis differential adjustments	(1,089		)	(392		)	(392		)
Company’s equity in earnings of unconsolidated affiliates	$	39,449		$	37,330		$	111,578

Equity in earnings of unconsolidated affiliates in the table above for the year ended December 31, 2015 of $66.7 million, of which the Company's share was $5.9 million, is related to a sale of a property within the Mervyn's I and II portfolios.