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Investments in and Advances to Unconsolidated Affiliates
9 Months Ended
Sep. 30, 2019
Equity Method Investments And Joint Ventures [Abstract]  
Investments in and Advances to Unconsolidated Affiliates

4. 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):

 

 

 

 

 

Ownership Interest

 

 

September 30,

 

 

December 31,

 

Portfolio

 

Property

 

September 30, 2019

 

 

2019

 

 

2018

 

Core:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

840 N. Michigan (a)

 

88.43%

 

 

$

63,925

 

 

$

65,013

 

 

 

Renaissance Portfolio

 

20%

 

 

 

32,458

 

 

 

32,458

 

 

 

Gotham Plaza

 

49%

 

 

 

29,463

 

 

 

29,550

 

 

 

Town Center (a, b)

 

75.22%

 

 

 

98,243

 

 

 

99,758

 

 

 

Georgetown Portfolio

 

50%

 

 

 

4,738

 

 

 

4,653

 

 

 

 

 

 

 

 

 

 

228,827

 

 

 

231,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mervyns I & II:

 

KLA/Mervyn's, LLC (c)

 

10.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund III:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund III Other Portfolio

 

90%

 

 

 

17

 

 

 

21

 

 

 

Self Storage Management (d)

 

95%

 

 

 

206

 

 

 

206

 

 

 

 

 

 

 

 

 

 

223

 

 

 

227

 

Fund IV:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broughton Street Portfolio (e)

 

50%

 

 

 

12,650

 

 

 

3,236

 

 

 

Fund IV Other Portfolio

 

90%

 

 

 

14,353

 

 

 

14,540

 

 

 

650 Bald Hill Road

 

90%

 

 

 

12,504

 

 

 

12,880

 

 

 

 

 

 

 

 

 

 

39,507

 

 

 

30,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund V:

 

Family Center at Riverdale (a)

 

89.42%

 

 

 

13,818

 

 

 

 

 

 

Tri-City Plaza

 

90%

 

 

 

36,106

 

 

 

 

 

 

Washington REIT Portfolio

 

90%

 

 

 

52,463

 

 

 

 

 

 

 

 

 

 

 

 

 

102,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Various:

 

Due (to) from Related Parties

 

 

 

 

 

 

(827

)

 

 

(461

)

 

 

Other (f)

 

 

 

 

 

 

2,361

 

 

 

556

 

 

 

Investments in and advances to

unconsolidated affiliates

 

 

 

 

 

$

372,478

 

 

$

262,410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crossroads (g)

 

49%

 

 

$

15,353

 

 

$

15,623

 

 

 

Distributions in excess of income from,

and investments in, unconsolidated affiliates

 

 

 

 

 

$

15,353

 

 

$

15,623

 

 

 

(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, discussed below, have exceeded the Company’s non-recourse investment, therefore the carrying value is zero.

 

(d)

Represents a variable interest entity for which the Company was determined not to be the primary beneficiary.

 

(e)

The Company is entitled to a 15% return on its cumulative capital contribution which was $5.9 million and $3.0 million at September 30, 2019 and December 31, 2018, respectively. In addition, the Company is entitled to a 9% preferred return on a portion of its equity, which was $9.4 million and $2.8 million at September 30, 2019 and December 31, 2018, respectively.

 

(f)

Includes cost-method investments in Albertson’s (Note 8), Storage Post, Fifth Wall and other investments.

 

(g)

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

Core Portfolio

2019 Acquisition of Unconsolidated Investments

On January 24, 2019, the Renaissance Portfolio, in which the Company owns a 20% noncontrolling interest, acquired a 7,300 square foot property in Fund III’s 3104 M Street property located in Washington, D.C. for $10.7 million (Note 2) less the assumption of the outstanding mortgage of $4.7 million.

On August 8, 2019, the Company invested $1.8 million in Fifth Wall Ventures Retail Fund, L.P. The Company’s total commitment is $5.0 million. The Company accounts for its interest using the cost method of accounting given its ownership is approximately five percent and it does not have significant influence over the investment.

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 Acadia Brandywine Holdings, LLC (“Brandywine Holdings”), an entity in which the Company has a 22.22% interest and which is 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, is being 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, is being 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 September 30, 2019, $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

2019 Acquisitions of Unconsolidated Investments

On March 19, 2019, Fund V obtained an 99.35% interest in a joint venture which in turn obtained a 90% undivided interest in the property and invested in a 428,000 square-foot property located in Riverdale, Utah referred to as “Family Center at Riverdale” for $48.5 million. The property is held by the venture as a tenancy in common. The Company accounts for its interest in the Family Center at Riverdale under the equity method of accounting as it does not control but exercises significant influence over the investment.

On April 30, 2019, Fund V acquired an interest in a venture which invested in a 300,000 square-foot property located in Vernon, Connecticut referred to as “Tri-City Plaza” for $36.7 million. The Company accounts for its interest in Tri-City Plaza under the equity method of accounting as it does not control but exercises significant influence over the investment.

On August 21, 2019, Fund V acquired an interest in a venture which invested in a 225,000 square foot property and a 300,000 square foot property, both located in Frederick County, Maryland collectively referred to as the “Washington REIT Portfolio” for $21.8 million and $33.1 million, respectively.  The Company accounts for its interest in the Washington REIT Portfolio under the equity method of accounting as it does not control but exercises significant influence over the investment.

Broughton Street Portfolio

During 2014, Fund IV acquired 50% interests in two joint ventures referred to as “BSP I” and “BSP II” with the same venture partner to acquire and operate a total of 23 properties in Savannah, Georgia referred to as the “Broughton Street Portfolio.” Since that time, as described below, the ventures have sold eight of the properties and terminated the master leases on two of the properties. In October 2018, the venture partner relinquished its interest in BSP I resulting in Fund IV becoming the 100% owner of the BSP I venture, which holds 11 consolidated properties (Note 2). Fund IV accounted for this transaction as an asset purchase at fair value whereby its existing preferred and common interests were deemed consideration for the properties and no gain or loss was recognized. At September 30, 2019, the Broughton Street portfolio had 13 remaining properties, two of which are unconsolidated and are held within the BSP II venture.

Storage Post

On June 29, 2019, Fund III’s Storage Post venture, which is a cost-method investment with no carrying value, distributed $1.6 million of which the Operating Partnership’s share was $0.4 million. On May 15, 2018, the Storage Post venture, distributed $3.2 million of which the Operating Partnership’s share was $0.8 million.

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, due to Fund IV’s preferred return.

On June 29, 2018, Fund IV’s Broughton Street Portfolio venture terminated its master leases on two of its properties resulting in a net loss of $1.0 million at the property level for which the Operating Partnership’s share was less than $0.1 million.

On August 29, 2018, Fund IV’s Broughton Street Portfolio venture sold a property for proceeds of $2.1 million, resulting in a net loss of $0.3 million at the property level, of which the Operating Partnership’s share was less than $0.1 million.

Fees from Unconsolidated Affiliates

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $0.2 million and $0.3 million for each of the three months ended September 30, 2019 and 2018, respectively, and $0.7 million and $0.8 million for each of the nine months ended September 30, 2019 and 2018, 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, $0.3 million and $0.4 million for the three months ended September 30, 2019 and 2018, and $1.0 million and $1.3 million for the nine months ended September 30, 2019 and 2018, respectively, 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):

 

 

 

September 30,

2019

 

 

December 31,

2018

 

Combined and Condensed Balance Sheets

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

Rental property, net

 

$

644,970

 

 

$

487,846

 

Investment in unconsolidated affiliates

 

 

 

 

 

 

Other assets

 

 

82,302

 

 

 

89,890

 

Total assets

 

$

727,272

 

 

$

577,736

 

Liabilities and partners’ equity:

 

 

 

 

 

 

 

 

Mortgage notes payable

 

$

496,371

 

 

$

408,967

 

Other liabilities

 

 

63,478

 

 

 

54,585

 

Partners’ equity

 

 

167,423

 

 

 

114,184

 

Total liabilities and partners’ equity

 

$

727,272

 

 

$

577,736

 

 

 

 

 

 

 

 

 

 

Company's share of accumulated equity

 

$

249,480

 

 

$

139,028

 

Basis differential

 

 

101,658

 

 

 

103,812

 

Deferred fees, net of portion related to the Company's interest

 

 

4,247

 

 

 

3,646

 

Amounts payable by the Company

 

 

(827

)

 

 

(461

)

Investments in and advances to unconsolidated affiliates, net of Company's

   share of distributions in excess of income from and investments in

   unconsolidated affiliates

 

 

354,558

 

 

 

246,025

 

Cost method investments

 

 

2,567

 

 

 

762

 

Company's share of distributions in excess of income from and

   investments in unconsolidated affiliates

 

 

15,353

 

 

 

15,623

 

Investments in and advances to unconsolidated affiliates

 

$

372,478

 

 

$

262,410

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Combined and Condensed Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

22,310

 

 

$

19,971

 

 

$

65,023

 

 

$

59,730

 

Operating and other expenses

 

 

(6,746

)

 

 

(6,028

)

 

 

(17,088

)

 

 

(17,479

)

Interest expense

 

 

(5,888

)

 

 

(5,240

)

 

 

(16,303

)

 

 

(15,365

)

Depreciation and amortization

 

 

(7,321

)

 

 

(5,502

)

 

 

(17,908

)

 

 

(17,340

)

Loss on disposition of properties

 

 

 

 

 

(263

)

 

 

 

 

 

(1,673

)

Net income attributable to unconsolidated affiliates

 

$

2,355

 

 

$

2,938

 

 

$

13,724

 

 

$

7,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company’s share of equity in net income of unconsolidated affiliates

 

$

2,006

 

 

$

1,136

 

 

$

9,283

 

 

$

9,396

 

Basis differential amortization

 

 

(707

)

 

 

(760

)

 

 

(2,154

)

 

 

(2,317

)

Company’s equity in earnings of unconsolidated affiliates

 

$

1,299

 

 

$

376

 

 

$

7,129

 

 

$

7,079