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Consolidated and unconsolidated real estate joint ventures (Notes)
12 Months Ended
Dec. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Investments in consolidated and unconsolidated real estate joint ventures
Consolidated and unconsolidated real estate joint ventures

From time to time, we enter into joint venture agreements through which we own a partial interest in real estate entities that own, develop, and operate real estate properties. As of December 31, 2019, our real estate joint ventures held the following properties:
 
Property
 
Market
 
Submarket
 
Our Ownership Interest (1)
Consolidated joint ventures(2):
 
 
 
 
 
 
 
 
 
225 Binney Street
 
Greater Boston
 
Cambridge
 
 
30.0
%
 
 
75/125 Binney Street
 
Greater Boston
 
Cambridge
 
 
40.0
%
 
 
409 and 499 Illinois Street
 
San Francisco
 
Mission Bay/SoMa
 
 
60.0
%
 
 
1500 Owens Street
 
San Francisco
 
Mission Bay/SoMa
 
 
50.1
%
 
 
500 Forbes Boulevard
 
San Francisco
 
South San Francisco
 
 
10.0
%
 
 
Campus Pointe by Alexandria(3)
 
San Diego
 
University Town Center
 
 
55.0
%
 
 
5200 Illumina Way
 
San Diego
 
University Town Center
 
 
51.0
%
 
 
9625 Towne Centre Drive
 
San Diego
 
University Town Center
 
 
50.1
%
 
 
SD Tech by Alexandria
 
San Diego
 
Sorrento Mesa
 
 
50.0
%
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated joint ventures(2):
 
 
 
 
 
 
 
 
 
Menlo Gateway
 
San Francisco
 
Greater Stanford
 
 
49.0
%
 
 
1401/1413 Research Boulevard
 
Maryland
 
Rockville
 
 
65.0
%
(4) 
 
704 Quince Orchard Road
 
Maryland
 
Gaithersburg
 
 
56.8
%
(4) 
 
1655 and 1725 Third Street
 
San Francisco
 
Mission Bay/SoMa
 
 
10.0
%
 

(1)
Refer to the table on the next page that shows our categorization of our existing significant joint ventures under the consolidation framework.
(2)
In addition to the consolidated real estate joint ventures listed, various partners hold insignificant noncontrolling interests in six other joint ventures in North America and we hold an interest in one other insignificant unconsolidated real estate joint venture in North America.
(3)
Excludes 9880 Campus Point Drive in our University Town Center submarket.
(4)
Represents our ownership interest; our voting interest is limited to 50%.

Our consolidation policy is fully described under the “Consolidation” section in Note 2 – “Summary of Significant Accounting Policies” to our consolidated financial statements. Consolidation accounting is highly technical, but its framework is primarily based on the controlling financial interests and benefits of the joint ventures.

We generally consolidate a joint venture that is a legal entity that we control (i.e., we have the power to direct the activities of the joint venture that most significantly affect its economic performance) through contractual rights, regardless of our ownership interest, and where we determine that we have benefits through the allocation of earnings or losses and fees paid to us that could be significant to the joint venture (the “VIE model”).

We also generally consolidate joint ventures when we have a controlling financial interest through voting rights and where our voting interest is greater than 50% (the “voting model”). Voting interest differs from ownership interest for some joint ventures.

We account for joint ventures that do not meet the consolidation criteria under the equity method of accounting by recognizing our share of income and losses.

The table below shows our categorization of our existing significant joint ventures under the consolidation framework:
Property
 
Consolidation Model
 
Voting Interest
 
Consolidation Analysis
 
Conclusion
 
 
 
 
 
 
 
 
 
 
225 Binney Street
 
VIE model

 
Not applicable under the VIE model
 
We have:


 
Consolidated
75/125 Binney Street
 
 
 
(i)
The power to direct the activities of the joint venture that most significantly affect its economic performance; and

 
409 and 499 Illinois Street
 
 
1500 Owens Street
 
 
500 Forbes Boulevard
 
 
 

Campus Pointe by Alexandria
 
(ii)
Benefits that can be significant to the joint venture.
5200 Illumina Way
 
 
9625 Towne Centre Drive
 
Therefore, we are the primary beneficiary of each VIE
SD Tech by Alexandria
 
 
Menlo Gateway
 
 
We do not control the joint venture and are therefore not the primary beneficiary
Equity method of accounting
1401/1413 Research Boulevard
 
704 Quince Orchard Road
 
Voting model
 
Does not exceed 50%
Our voting interest is 50% or less
 
1655 and 1725 Third Street
 

Sales of partial interests and formation of consolidated joint ventures in 2019

75/125 Binney Street

In February 2019, we completed a partial sale of a 60% interest in 75/125 Binney Street, a Class A property in our Cambridge submarket, aggregating 388,270 RSF, for a sales price of $438.0 million, or $1,880 per RSF. We accounted for the $202.2 million difference between the consideration received and the book value of the 60% interest sold as an equity transaction, with no gain recognized in earnings.

We formed a joint venture with the buyer of the partial interest in 75/125 Binney Street. We hold a 40% ownership interest in this joint venture. As part of the joint venture agreement, we are responsible for operations that most significantly impact the economic performance of the joint venture. Our joint venture partner lacks kick-out rights over our role as property manager. Also, our partner lacks substantive participating rights that would allow it to significantly impact the economic performance of the joint venture, and can affect the operations of the joint venture primarily through the exercise of its protective rights. Therefore, we determined that we are the primary beneficiary of the joint venture. Accordingly, we have consolidated the joint venture under the variable interest model. Refer to the “Consolidation” section in Note 2 – “Summary of Significant Accounting Policies” to our consolidated financial statements for additional information.

500 Forbes Boulevard

In August 2019, we completed the sale of a 90% interest in 500 Forbes Boulevard, located in our South San Francisco submarket, aggregating 155,685 RSF for a sales price of $139.5 million, or $996 per RSF. We accounted for the $48.4 million difference between the consideration received and the book value of the 90% interest sold as an equity transaction with no gain recognized in earnings. The property has been leased to a single investment-grade tenant since 2009.

We formed a joint venture with the buyer of the partial interest in 500 Forbes Boulevard. We hold a 10% ownership interest in this joint venture. As part of the joint venture agreement, we are responsible for operations that most significantly impact the economic performance of the joint venture. Our joint venture partner lacks kick-out rights over our role as property manager. Also, our partner lacks substantive participating rights that would allow it to significantly impact the economic performance of the joint venture, and can affect the operations of the joint venture primarily through the exercise of its protective rights. Therefore, we determined that we are the primary beneficiary of the joint venture. Accordingly, we have consolidated the joint venture under the variable interest model. Refer to the “Consolidation” section in Note 2 – “Summary of Significant Accounting Policies” to our consolidated financial statements for additional information.

5200 Illumina Way

In August 2019, we completed the sale of a 49% interest in 5200 Illumina Way, a Class A campus in our University Town Center submarket of San Diego, aggregating 792,687 RSF across six operating buildings and a land parcel available for future development. The total sales price of $286.7 million for the 49% partial interest comprises $264.6 million, or $681 per RSF, for the operating buildings and $22.1 million, or $100 per RSF, for the developable land parcel. The operating buildings are 100% occupied by Illumina, Inc. with a remaining lease term of 12 years. This transaction values 100% of the campus at $585.2 million and represents a value in excess of book basis aggregating $269.1 million, or $131.9 million for the 49% interest sold. We accounted for the $131.9 million difference between the consideration received and the book value of the 49% interest sold as an equity transaction, with no gain recognized in earnings.

We formed a joint venture with the buyer of the partial interest in 5200 Illumina Way. We hold a 51% ownership interest in this joint venture. As part of the joint venture agreement, we are responsible for operations that most significantly impact the economic performance of the joint venture. Our joint venture partner lacks kick-out rights over our role as property manager. Also, our partner lacks substantive participating rights that would allow them to significantly impact the economic performance of the joint venture, and can affect the operations of the joint venture primarily through the exercise of their protective rights. As a result, we have determined that we are the primary beneficiary of the joint venture. Accordingly, we have consolidated the joint venture under the variable interest model. Refer to the “Consolidation” section in Note 2 – “Summary of Significant Accounting Policies” to our consolidated financial statements for additional information.

Consolidated VIEs’ balance sheet information

The table below aggregates the balance sheet information of our consolidated VIEs as of December 31, 2019 and 2018 (in thousands):
 
 
December 31,
 
 
2019
 
2018
Investments in real estate
 
$
2,678,476

 
$
1,108,385

Cash and cash equivalents
 
81,021

 
42,178

Other assets
 
280,343

 
74,901

Total assets
 
$
3,039,840

 
$
1,225,464

 
 
 
 
 
Secured notes payable
 
$

 
$

Other liabilities
 
149,471

 
59,336

Total liabilities
 
149,471

 
59,336

Redeemable noncontrolling interests
 
2,388

 
874

Alexandria Real Estate Equities, Inc.’s share of equity
 
1,600,729

 
624,349

Noncontrolling interests’ share of equity
 
1,287,252

 
540,905

Total liabilities and equity
 
$
3,039,840

 
$
1,225,464

 
 
 
 
 


In determining whether to aggregate the balance sheet information of our consolidated VIEs, we considered the similarity of each VIE, including the primary purpose of these entities to own, manage, operate, and lease real estate properties owned by the VIEs, and the similar nature of our involvement in each VIE as a managing member. Due to the similarity of the characteristics, we present the balance sheet information of these entities on an aggregated basis. For each of our consolidated VIEs, none of its assets have restrictions that limit their use to settle specific obligations of the VIE. There are no creditors or other partners of our consolidated VIEs that have recourse to our general credit. Our maximum exposure to our consolidated VIEs is limited to our variable interests in each VIE.

Unconsolidated real estate joint ventures

Our investments in unconsolidated real estate joint ventures, accounted for under the equity method of accounting presented in our consolidated balance sheets of December 31, 2019 and 2018, consisted of the following (in thousands):
 
 
December 31,
Property
 
2019
 
2018
Menlo Gateway
 
$
288,408

 
$
186,504

1401/1413 Research Boulevard
 
7,696

 
8,197

704 Quince Orchard Road
 
4,748

 
4,547

1655 and 1725 Third Street
 
37,016

 
34,917

Other
 
9,022

 
3,342

 
 
$
346,890

 
$
237,507

    
Our maximum exposure to our unconsolidated VIEs is limited to our investment in each VIE.
    
Our unconsolidated real estate joint ventures have the following non-recourse secured loans that include the following key terms as of December 31, 2019 (dollars in thousands):
 
 
 
 
Maturity Date
 
Stated Rate
 
Interest Rate(1)
 
100% at Joint Venture Level
 
Unconsolidated Joint Venture
 
Our Share
 
 
 
 
Debt Balance(2)
 
Remaining Commitments
 
1401/1413 Research Boulevard
 
65.0%
 
 
5/17/20
 
 
L+2.50%
 
5.18%
 
$
26,158

 
$
2,619

 
1655 and 1725 Third Street
 
10.0%
 
 
6/29/21
 
 
L+3.70%
 
5.41%
 
309,275

 
65,725

 
704 Quince Orchard Road
 
56.8%
 
 
3/16/23
 
 
L+1.95%
 
3.94%
 
9,172

 
5,709

 
Menlo Gateway, Phase II
 
49.0%
 
 
5/1/35
 
 
4.53%
 
4.59%
 
56,321

 
99,529

 
Menlo Gateway, Phase I
 
49.0%
 
 
8/10/35
 
 
4.15%
 
4.18%
 
142,101

 

 
 
 
 
 
 
 
 
 
 
 
 
 
$
543,027

 
$
173,582

 

(1)
Includes interest expense and amortization of loan fees.
(2)
Represents outstanding principal, net of unamortized deferred financing costs, as of December 31, 2019.