XML 24 R13.htm IDEA: XBRL DOCUMENT v3.20.2
Investments in and Advances to Unconsolidated Affiliates
6 Months Ended
Jun. 30, 2020
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

 

 

June 30,

 

 

December 31,

 

Portfolio

 

Property

 

June 30, 2020

 

 

2020

 

 

2019

 

Core:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

840 N. Michigan (a)

 

88.43%

 

 

$

57,531

 

 

$

61,260

 

 

 

Renaissance Portfolio

 

20%

 

 

 

30,619

 

 

 

31,815

 

 

 

Gotham Plaza

 

49%

 

 

 

29,030

 

 

 

29,466

 

 

 

Town Center (a, b)

 

100%

 

 

 

 

 

 

97,674

 

 

 

Georgetown Portfolio

 

50%

 

 

 

4,463

 

 

 

4,498

 

 

 

1238 Wisconsin Avenue

 

80%

 

 

 

2,105

 

 

 

1,194

 

 

 

 

 

 

 

 

 

 

123,748

 

 

 

225,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mervyns I & II:

 

KLA/ABS (c)

 

36.7%

 

 

 

65,082

 

 

 

402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund III:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund III Other Portfolio

 

94.23%

 

 

 

17

 

 

 

17

 

 

 

Self Storage Management (d)

 

95%

 

 

 

207

 

 

 

207

 

 

 

 

 

 

 

 

 

 

224

 

 

 

224

 

Fund IV:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broughton Street Portfolio (e)

 

100%

 

 

 

 

 

 

12,702

 

 

 

Fund IV Other Portfolio

 

98.57%

 

 

 

13,686

 

 

 

14,733

 

 

 

650 Bald Hill Road

 

90%

 

 

 

13,608

 

 

 

12,450

 

 

 

 

 

 

 

 

 

 

27,294

 

 

 

39,885

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund V:

 

Family Center at Riverdale (a)

 

89.42%

 

 

 

11,571

 

 

 

13,329

 

 

 

Tri-City Plaza

 

90%

 

 

 

8,102

 

 

 

10,250

 

 

 

Frederick County Acquisitions

 

90%

 

 

 

12,249

 

 

 

15,070

 

 

 

 

 

 

 

 

 

 

31,922

 

 

 

38,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Various:

 

Due from (to) Related Parties

 

 

 

 

 

 

536

 

 

 

(1,902

)

 

 

Other (f)

 

 

 

 

 

 

2,019

 

 

 

1,932

 

 

 

Investments in and advances to

unconsolidated affiliates

 

 

 

 

 

$

250,825

 

 

$

305,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crossroads (g)

 

49%

 

 

$

15,520

 

 

$

15,362

 

 

 

Distributions in excess of income from,

and investments in, unconsolidated affiliates

 

 

 

 

 

$

15,520

 

 

$

15,362

 

 

 

(a)

Represents a tenancy-in-common interest.

 

(b)

During November 2017, March 2018 and April 2020, as discussed below, the Company increased its ownership in and consolidated Town Center.

 

(c)

Includes an interest in Albertsons (at fair value at June 30, 2020 and at cost at December 31, 2019, as described below) (Note 8).

 

(d)

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

 

(e)

During May 2020, as discussed below, the Company increased its ownership in Broughton Street Portfolio.

 

(f)

Includes cost-method method investments in 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

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, 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. During the six months ended June 30, 2020, the Company invested another $0.2 million. The Company’s total commitment is $5.0 million. The Company accounts for its interest at cost less impairment given its ownership is less than five percent, the investment has no readily determinable fair value, and the Company has virtually no influence over the partnership’s operating and financial policies. At June 30, 2020, the Company’s investment was $2.0 million.

On May 2, 2019, the Company acquired a ground lease interest at 1238 Wisconsin Avenue in Washington, D.C. (“1238 Wisconsin”). Prior to the fourth quarter of 2019, the Company had a controlling interest, and therefore consolidated the property within the Company’s financial statements. During December 2019, the Company entered into an operating agreement in order to admit a co-investor and property manager, who was also appointed the development manager under a separate agreement. As a result of these transactions and the significant participation rights of the co-investor, the Company de-consolidated 1238 Wisconsin and accounted for its interest under the equity method of accounting effective October 1, 2019 as it does not control but exercises significant influence over the investment. No gain or loss was recognized as the Company’s investment approximated fair value at the time of de-consolidation.

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 continued to apply the equity method of accounting for its aggregate 75.22% noncontrolling interest in Town Center after the March 2018 transaction.

On April 1, 2020, the Company exchanged the remaining $38.7 million of Brandywine Notes Receivable (Note 3) plus accrued interest of $2.0 million for the remaining 24.78% interest in Town Center, thereby obtaining a 100% controlling interest in the property. The property was then consolidated (Note 2) and the Company recorded the remaining interest in the property investment at cost.

Fund Investments

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 a 90% 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 a 90% 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 “Frederick County Acquisitions” for $21.8 million and $33.1 million, respectively.  The Company accounts for its interest in the Frederick County Acquisitions 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.

On May 26, 2020, pursuant to the buy-sell provisions of the operating agreement of the Broughton Street Portfolio, Fund IV acquired all of the third-party equity of BSP II, which underlies two properties within the Broughton Street Portfolio, for $1.2 million plus closing costs of $0.1 million. These two BSP II properties were consolidated during the second quarter of 2020.

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.

Albertsons

During 2006, as part of a series of investments with a consortium of other investors known as the “RCP Venture”, Mervyns II acquired an indirect interest in Albertsons Companies, Inc. a private chain of grocery stores (“Albertsons”) through two 36.67% owned entities (KLA A Investments, LLC and ABS Opportunities, LLC, “KLA/ABS”). Its investment (the “Investment in Albertsons”) has been accounted for under the cost method as Mervyns II has no influence over operating and financial policies of KLA/ABS. Subsequent to the initial investment in 2006, Mervyns II received distributions from its Investment in Albertsons in excess of its initial contribution, which has been recognized in earnings. During the second quarter of 2020, Mervyns II realized a gain of approximately $23.2 million from its Investment in Albertsons. The realized gains resulted from the issuance and distribution of proceeds from a preferred equity investment and a sale of a portion of its investment in an initial public offering of Albertsons, both of which occurred in June 2020. Following these transactions, Mervyns II has retained an effective indirect ownership of approximately 4.1 million shares (approximately 1% interest) through its Investment in Albertsons, which it has accounted for at fair value following the initial public offering given the readily determinable fair value, resulting in an unrealized gain of approximately $64.9 million. The Company has reflected both the realized and unrealized gain as Realized and unrealized holding gains on investments and other within its consolidated statements of operations for the three and six months ended June 30, 2020. From inception through June 30, 2020, Mervyns II has earned approximately $110.0 million in distributions related to its Investment in Albertsons. The Company has an effective ownership interest of 28.3% in Mervyns II.

Fees from Unconsolidated Affiliates

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $0.1 million each for the three months ended June 30, 2020 and 2019, respectively, and $0.2 million each for the six months ended June 30, 2020 and 2019, which is included in other revenues in the consolidated financial statements.

In addition, the Company paid to certain unaffiliated partners of its joint ventures, $0.4 million and $0.3 million for the three months ended June 30, 2020 and 2019, respectively, and $1.4 million and $0.6 million for six months ended June 30, 2020 and 2019, 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 operations, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates (in thousands):

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Combined and Condensed Balance Sheets

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

Rental property, net

 

$

572,901

 

 

$

656,265

 

Real estate under development

 

 

10,006

 

 

 

1,341

 

Other assets

 

 

71,321

 

 

 

85,540

 

Total assets

 

$

654,228

 

 

$

743,146

 

Liabilities and partners’ equity:

 

 

 

 

 

 

 

 

Mortgage notes payable

 

$

510,043

 

 

$

502,036

 

Other liabilities

 

 

82,036

 

 

 

77,785

 

Partners’ equity

 

 

62,149

 

 

 

163,325

 

Total liabilities and partners’ equity

 

$

654,228

 

 

$

743,146

 

 

 

 

 

 

 

 

 

 

Company's share of accumulated equity

 

$

107,759

 

 

$

186,864

 

Basis differential

 

 

56,203

 

 

 

100,962

 

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

 

 

3,499

 

 

 

1,270

 

Amounts receivable/payable by the Company

 

 

536

 

 

 

(1,902

)

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

   share of distributions in excess of income from and investments in

   unconsolidated affiliates

 

 

167,997

 

 

 

287,194

 

Cost method investments

 

 

67,308

 

 

 

2,541

 

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

   investments in unconsolidated affiliates

 

 

15,520

 

 

 

15,362

 

Investments in and advances to unconsolidated affiliates

 

$

250,825

 

 

$

305,097

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Combined and Condensed Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

19,057

 

 

$

22,740

 

 

$

43,169

 

 

$

42,713

 

Operating and other expenses

 

 

(8,736

)

 

 

(5,236

)

 

 

(16,871

)

 

 

(10,342

)

Interest expense

 

 

(5,014

)

 

 

(5,639

)

 

 

(10,503

)

 

 

(10,415

)

Depreciation and amortization

 

 

(6,610

)

 

 

(5,795

)

 

 

(13,706

)

 

 

(10,587

)

Net (loss) income attributable to unconsolidated affiliates

 

$

(1,303

)

 

$

6,070

 

 

$

2,089

 

 

$

11,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company’s share of equity in net (loss) income of unconsolidated affiliates

 

$

(464

)

 

$

4,282

 

 

$

1,486

 

 

$

7,277

 

Basis differential amortization

 

 

(322

)

 

 

(723

)

 

 

(1,017

)

 

 

(1,447

)

Company’s equity in (loss) earnings of unconsolidated affiliates

 

$

(786

)

 

$

3,559

 

 

$

469

 

 

$

5,830