
6.	Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of December 31, 2015 (amounts in thousands except for project and apartment unit amounts):



	Consolidated			Unconsolidated
	Operating			Operating

Total projects	19			3

Total apartment units	3,771			1,281

Balance sheet information at 12/31/15 (at 100%):
ASSETS
Investment in real estate	$	689,574		$	290,891
Accumulated depreciation	(216,697		)	(30,662		)
Investment in real estate, net	472,877			260,229
Cash and cash equivalents	23,445			7,044
Investments in unconsolidated entities	49,408			—
Deposits – restricted	346			289
Deferred financing costs, net	1,792			6
Other assets	26,567			448
Total assets	$	574,435		$	268,016

LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (1)	$	343,429		$	174,846
Accounts payable & accrued expenses	1,698			733
Accrued interest payable	1,223			691
Other liabilities	786			347
Security deposits	2,036			645
Total liabilities	349,172			177,262

Noncontrolling Interests – Partially Owned Properties/Partners' equity	4,608			90,878
Company equity/General and Limited Partners' Capital	220,655			(124		)
Total equity/capital	225,263			90,754
Total liabilities and equity/capital	$	574,435		$	268,016



	Consolidated			Unconsolidated
	Operating			Operating
Operating information for the year ended 12/31/15 (at 100%):
Operating revenue	$	94,349		$	32,285
Operating expenses	26,081			12,061

Net operating income	68,268			20,224
Depreciation	22,216			12,350
General and administrative/other	330			255

Operating income	45,722			7,619
Interest and other income	12			(1		)
Other expenses	(50		)	—
Interest:
Expense incurred, net	(15,459		)	(9,390		)
Amortization of deferred financing costs	(349		)	(2		)

Income (loss) before income and other taxes and (loss) from investments in unconsolidated entities	29,876			(1,774		)
Income and other tax (expense) benefit	(35		)	(18		)
(Loss) from investments in unconsolidated entities	(1,501		)	—

Net income (loss)	$	28,340		$	(1,792	)


(1)	All debt is non-recourse to the Company.

Note: The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AVB in connection with the Archstone Transaction. These ventures owned certain non-core Archstone assets and succeeded to certain residual Archstone liabilities/litigation, as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests had an aggregate liquidation value of $42.2 million at December 31, 2015. The ventures are owned 60% by the Company and 40% by AVB.

During the year ended December 31, 2014, the Company and its joint venture partners sold one consolidated partially owned land parcel and recognized a net gain on the sale of approximately $1.1 million as well as one unconsolidated partially owned property consisting of 388 apartment units and recognized a net gain on the sale of approximately $4.9 million.

The Company is the controlling partner in various consolidated partnership properties having an aggregate noncontrolling interest book value of $4.6 million at December 31, 2015. The Company does not have any variable interest entities as of December 31, 2015.

Operating Properties

The Company has a 75% equity interest in the Wisconsin Place joint venture. The project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The joint venture owns the 432 unit residential component, but has no ownership interest in the retail and office components. At December 31, 2015, the residential component had a net book value of $175.8 million. The Company is the managing member and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component is required to be consolidated on the Company's balance sheet. The joint venture also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. At December 31, 2015, the basis of this investment was $49.4 million. The Company does not have substantive kick-out or participating rights in the entity. As a result, the entity that owns the land and owns and operates the parking facility is unconsolidated and recorded using the equity method of accounting.

The Company has a 20% equity interest in the Waterton Tenside joint venture which owns a 336 unit apartment property located in Atlanta, Georgia and had a basis of $3.9 million at December 31, 2015. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $29.4 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

The Company has a 20% equity interest in each of the Nexus Sawgrass and Domain joint ventures. The Nexus Sawgrass joint venture owns a 501 unit apartment property located in Sunrise, Florida and had a basis of $5.1 million at December 31, 2015. The Domain joint venture owns a 444 unit apartment property located in San Jose, California and had a basis of $10.0 million at December 31, 2015. Nexus Sawgrass and Domain were completed and stabilized during the quarters ended September 30, 2014 and March 31, 2015, respectively. Construction on both projects was predominantly funded with long-term, non-recourse secured loans from the partner. The mortgage loan on Nexus Sawgrass has a current unconsolidated outstanding balance of $48.6 million, bears interest at 5.60% and matures January 1, 2021. The mortgage loan on Domain has a current unconsolidated outstanding balance of $96.8 million, bears interest at 5.75% and matures January 1, 2022. While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and gave certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. As a result, the entities are unconsolidated and recorded using the equity method of accounting. The Company currently has no further funding obligations related to these projects.

Other

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owned certain non-core Archstone assets and succeeded to certain residual Archstone liabilities/litigation. The Residual JV is owned 60% by the Company and 40% by AVB. The Company's initial investment was $147.6 million and the Company's basis at December 31, 2015 was a net obligation of $0.3 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

During the years ended December 31, 2015, 2014 and 2013, the Company received approximately $51.0 million, $83.5 million and $18.9 million, respectively, in distributions from the Residual JV as a result of the winddown/sale of assets owned by the Residual JV and litigation settlements received by the Residual JV. The Company's pro rata share of the proceeds/distributions that have been repatriated to the Residual JV and received by the Company as a result of the German dispositions and winddown activity was approximately $3.5 million, $79.6 million and $18.9 million during the years ended December 31, 2015, 2014 and 2013, respectively. The Company's pro rata share of the proceeds related to the sale of other real estate assets owned by the Residual JV was approximately $30.7 million and $3.9 million, respectively, during the years ended December 31, 2015 and 2014. The Company’s pro rata share of the litigation settlements received by the Residual JV was approximately $16.8 million during the year ended December 31, 2015. As of December 31, 2015, the Residual JV has sold all of the real estate assets that were acquired as part of the Archstone Acquisition, including all of the German assets.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2015, the Legacy JV distributed $27.9 million to its preferred interests holders for accrued and unpaid dividends, of which the Company's pro rata share was approximately $16.7 million. At December 31, 2015, the remaining preferred interests had an aggregate liquidation value of $42.2 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.