Investments In and Advances to Unconsolidated Affiliates

The Company accounts for its investments in and advances to unconsolidated affiliates primarily 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	March 31, 2018		December 31, 2017
Fund	Property	March 31, 2018	March 31, 2018		December 31, 2017
Core:
	840 N. Michigan ^(a)	88.43%	$	69,265	$	69,846
	Renaissance Portfolio	20%	34,294		35,041
	Gotham Plaza	49%	29,408		29,416
	Town Center ^{(a, b)}	75.22%	100,918		78,801
	Georgetown Portfolio	50%	3,540		3,479
			237,425		216,583

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

Fund III:
	Fund III Other Portfolio	90%	161		167
	Self Storage Management ^(d)	95%	206		206
			367		373
Fund IV:
	Broughton Street Portfolio ^(e)	50%	41,331		48,335
	Fund IV Other Portfolio	90%	16,101		20,199
	650 Bald Hill Road	90%	13,506		13,609
			70,938		82,143

Various Funds:	Due from Related Parties ^(f)		2,254		2,415
	Other^(g)		556		556
	Investments in and advances to unconsolidated affiliates		$	311,540	$	302,070

Core:
	Crossroads ^(h)	49%	$	15,226	$	15,292
	Distributions in excess of income from, and investments in, unconsolidated affiliates		$	15,226	$	15,292

__________


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


(b)	During November 2017 and March 2018, as discussed below, the Company increased its ownership in Town Center


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


(d)	Represents a variable interest entity.


(e)	The Company is entitled to a 15% return on its cumulative capital contribution which was $15.7 million and $15.4 million at March 31, 2018 and December 31, 2017, respectively. In addition, the Company is entitled to a 9% preferred return on a portion of its equity, which was $30.2 million and $36.8 million at March 31, 2018 and December 31, 2017, respectively.


(f)	Represents deferred fees.


(g)	Includes a cost-method investment in Albertson’s (Note 8) and other investments.


(h)	Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may be required to fund future obligations of the entity.

Core Portfolio

Acquisition of Unconsolidated Investment

On January 4, 2017, an entity in which the Company owns a 20% noncontrolling interest (the “Renaissance Portfolio”), acquired a 6,200 square foot property in Alexandria, Virginia referred to as (“907 King Street”) for $3.0 million. The Renaissance Portfolio is now a 213,000 square-foot portfolio of 18 mixed-use properties, 16 of which are located in Georgetown, Washington D.C. and two of which are located in Alexandria, Virginia.

Brandywine Portfolio, Market Square and Town Center

The Company owns an interest in an approximately one million square foot retail portfolio (the “Brandywine Portfolio” joint venture) located in Wilmington, Delaware, which includes two properties referred to as “Market Square” and “Town Center.” 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 accounted 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 were unchanged, the Company reflected the change from consolidation to equity method based upon its historical cost. The Brandywine Portfolio and Market Square ventures do not include the property held by Brandywine Holdings, an entity consolidated by the Company.

Additionally, in April 2016, the Company repaid the outstanding balance of $140.0 million of non-recourse debt collateralized by the Brandywine Portfolio and provided a note receivable collateralized by the partners’ tenancy-in-common interest in the Brandywine Portfolio for their proportionate share of the repayment. On May 1, 2017, the Company exchanged $16.0 million of the $153.4 million notes receivable (the “Brandywine Notes Receivable”) (Note 3) plus accrued interest of $0.3 million for one of the partner’s 38.89% tenancy-in-common interests in Market Square. The Company already had a 22.22% interest in Market Square and continued to apply the equity method of accounting for its aggregate 61.11% noncontrolling interest in Market Square and its 22.22% interest in Town Center through November 16, 2017. The incremental investment in Market Square was recorded at $16.3 million and the excess of this amount over the venture’s book value associated with this interest, or $9.8 million, was being amortized over the remaining depreciable lives of the venture’s assets through November 16, 2017. On November 16, 2017, the Company exchanged an additional $16.0 million of Brandywine Notes Receivable plus accrued interest of $0.6 million for the remaining 38.89% interest in Market Square, thereby obtaining a 100% controlling interest in the property. The exchange was deemed to be a business combination and as a result, the property was consolidated and a gain on change of control of $5.6 million was recorded (Note 2).

On November 16, 2017, the Company exchanged $60.7 million of the Brandywine Notes Receivable plus accrued interest of $0.9 million for one of the partner’s 38.89% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $61.6 million and the excess of this amount over the venture’s book value associated with this interest, or $34.5 million, will be amortized over the remaining depreciable lives of the venture’s assets. The Company previously had a 22.22% interest in Town Center which then became 61.11% following the November 2017 transaction.

On March 28, 2018, the Company exchanged $22.0 million of its Brandywine Notes Receivable plus accrued interest of $0.3 million for one of the partner’s 14.11% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $22.3 million and the excess of this amount over the venture’s book value associated with this interest, or $12.7 million, will be amortized over the remaining depreciable lives of the venture’s assets. The Company continues to apply the equity method of accounting for its aggregate 75.22% noncontrolling interest in Town Center after the March 2018 transaction.

At March 31, 2018, $38.7 million of the Brandywine Note Receivable remains outstanding (Note 3), which is collateralized by the remaining 24.78% undivided interest in Town Center.

Fund Investments

Mervyn’s I & II

In 2017, Mervyn’s I and Mervyn’s II received a total of $1.1 million in distributions from certain investments. The Company had already reduced the carrying amount of these investments to zero, and consequently the entire amount received has been reflected as equity in earnings and gains of unconsolidated affiliates in the consolidated statements of income.

Albertson’s

“Other” includes Fund II’s cost method investment in Albertson’s supermarkets among other investments. In 2017, the Company received $2.4 million in distributions from Albertson’s and reduced the carrying amount of its investment in Albertson’s to zero, reflecting the remaining $2.0 million as equity in earnings and gains of unconsolidated affiliates in the consolidated statements of income.

2018 Dispositions of Unconsolidated Investments

On January 18, 2018, Fund IV’s Broughton Street Portfolio venture sold two properties for aggregate proceeds of $8.0 million, resulting in a net loss of $0.4 million at the property level of which the Fund’s share and the Operating Partnership’s proportionate share of the loss was zero. At March 31, 2018, the Broughton Street portfolio had 16 remaining properties.

2017 Dispositions of Unconsolidated Investments

On January 31, 2017, Fund IV completed the disposition of 2819 Kennedy Boulevard, for $19.0 million less $8.4 million debt repayment for net proceeds of $10.6 million, resulting in a gain on disposition of $6.3 million at the property level, of which the Fund’s share was $6.2 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $1.4 million, net of noncontrolling interests.

On February 15, 2017, Fund III completed the disposition of Arundel Plaza, for $28.8 million less $10.0 million debt repayments for net proceeds of $18.8 million, resulting in a gain on disposition of $8.2 million at the property level, of which the Fund’s share was $5.3 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $1.3 million, net of noncontrolling interests.

On June 30, 2017, Fund IV completed the disposition of 1701 Belmont Avenue, for $5.6 million less $2.9 million debt repayments for net proceeds of $2.7 million, resulting in a gain on disposition of $3.3 million at the property level, of which the Fund’s share was $3.3 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $0.8 million, net of noncontrolling interests.

On October 3 and December 21, 2017, Fund IV’s Broughton Street Portfolio venture sold a total of five properties for aggregate proceeds of $11.0 million resulting in a net gain of $1.2 million at the property level, of which the Fund’s share was $0.6 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated financial statements. The Operating Partnership’s proportionate share of the gain was $0.1 million, net of noncontrolling interests.

Fees from Unconsolidated Affiliates

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $0.3 million and $0.4 million for the three months ended March 31, 2018 and 2017, respectively, which is included in other revenues in the consolidated financial statements.

In addition, the Company paid to certain unaffiliated partners of its joint ventures, $0.5 million for both the three months ended March 31, 2018 and 2017 for leasing commissions, development, management, construction and overhead fees.

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):



	March 31,		December 31,
	2018		2017
Combined and Condensed Balance Sheets
Assets:
Rental property, net	$	509,634	$	518,900
Real estate under development	24,976		26,681
Investment in unconsolidated affiliates	6,853		6,853
Other assets	95,934		100,901
Total assets	$	637,397	$	653,335
Liabilities and partners’ equity:
Mortgage notes payable	$	405,955	$	405,652
Other liabilities	60,950		61,932
Partners’ equity	170,492		185,751
Total liabilities and partners’ equity	$	637,397	$	653,335

Company's share of accumulated equity	$	183,602	$	185,533
Basis differential	107,347		95,358
Deferred fees, net of portion related to the Company's interest	3,111		3,472
Amounts receivable by the Company	2,254		2,415
Investments in and advances to unconsolidated affiliates, net of Company's share of distributions in excess of income from and investments in unconsolidated affiliates	296,314		286,778
Company's share of distributions in excess of income from and investments in unconsolidated affiliates	15,226		15,292
Investments in and advances to unconsolidated affiliates	$	311,540	$	302,070



	Three Months Ended March 31,
	2018			2017
Combined and Condensed Statements of Income
Total revenues	$	20,156		$	21,603
Operating and other expenses	(5,921		)	(5,866		)
Interest expense	(4,874		)	(4,538		)
Depreciation and amortization	(6,055		)	(6,449		)
Loss on debt extinguishment	—			(151		)
(Loss) gain on disposition of properties	(418		)	14,446
Net income attributable to unconsolidated affiliates	$	2,888		$	19,045

Company’s share of equity in net income of unconsolidated affiliates	$	2,267		$	13,569
Basis differential amortization	(583		)	(866		)
Company’s equity in earnings of unconsolidated affiliates	$	1,684		$	12,703