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Investment in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Unconsolidated Joint Ventures Investment in Unconsolidated Joint Ventures
On November 16, 2018, our SPC subsidiary formed the Victory Abode Apartments, LLC ("VAA"), a joint venture with the Macquarie Group (“Macquarie”). VAA was formed as a result of a sale of the 50% ownership interest in a portfolio multifamily properties owned by us in exchange for a 50% voting interest in VAA and a note payable (“Mezzanine Loan”).
In connection with the formation of VAA, ten of the initial properties were subject to an earn-out provision ("Earn Out") that provided for a remeasurement of value after a two-year period following the completion of construction. Upon the formation of VAA, we recorded an initial liability ("Earn Out Obligation") of $10,000 for the advance on the Earn Out that we received from Macquarie. Upon remeasurement, the Earn Out Obligation was determined to be approximately $39,600, and as a result, we recorded a charge of $29,600 in 2021 (See Note 7 – Real Estate Activity). In accordance with the joint venture operating agreement, the Earn Out Obligation was paid from our share of subsequent distributions from VAA.
On March 30, 2021, we sold a 50% ownership interest in Overlook at Allensville Phase II, a 144 unit multifamily property in Sevierville, Tennessee to Macquarie for $2,551 resulting in a gain on sale of $1,417. Concurrent with the sale, we each contributed our 50% ownership interests in the property into VAA.
On June 17, 2022, we entered into an agreement to sell 45 properties (“VAA Sale Portfolio”) owned by VAA and one property owned by our SPC subsidiary.
On September 16, 2022, VAA completed the sale of the VAA Sale Portfolio for $1,810,700, resulting in a gain on sale of $738,444 to the joint venture. In connection with sale, we received an initial distribution of $182,848 from VAA, which included the payment of the remaining balance of the Earn Out Obligation.
On November 1, 2022, we received an additional distribution from VAA, which included the full operational control of the seven remaining properties ("VAA Holdback Portfolio") (See Note 11 - Acquisitions) and a cash payment of $204,036.
On March 23, 2023, we received $17,976 from VAA, which represented the remaining distribution of the proceeds from the sale of the VAA Sale Portfolio.
We used our share of the proceeds from the sale of the VAA Sale Portfolio to invest in short-term investments, investment in real estate, pay down our debt and for general corporate purposes.
We also have a 20% ownership interest in Gruppa Florentina, LLC ("Milano"), which operates several pizza parlors in Central and Northern California. Milano also has 23 franchised locations, including two operating, under the trade name Angelo & Vito’s Pizzerias.
The following is a summary of our investment in unconsolidated joint ventures:
As of December 31,
20232022
Assets (1)
Real estate$13,897 $13,140 
Cash, cash equivalents and restricted cash20,047 66,364 
Other assets57,005 35,938 
   Total assets$90,949 $115,442 
Liabilities and Partners Capital (1)
Liabilities from discontinued operations$— $8,824 
Mortgage notes payable13,841 16,267 
Other liabilities27,947 13,412 
Our share of partners' capital10,207 27,973 
Outside partner's capital38,954 48,966 
   Total liabilities and partners' capital$90,949 $115,442 
Investment in unconsolidated joint ventures
Our share of partners' capital$10,207 $27,973 
Basis adjustment (2)(147)253 
   Total investment in unconsolidated joint ventures$10,060 $28,226 
(1)    These amounts include the assets of $1,032 and $52,404 of VAA at December 31, 2023 and 2022, respectively, and liabilities of $135 and $10,812 of VAA at December 31, 2023 and 2022, respectively.
(2)     We amortize the difference between the cost of our investments in unconsolidated joint ventures and the book value of our underlying equity into income on a straight-line basis consistent with the lives of the underlying assets.
The following is a summary of our income (loss) from investments in unconsolidated joint ventures:
For the Years Ended December 31,
202320222021
Revenue (1)
   Rental revenue$— $11,362 $14,632 
   Other revenue60,057 41,093 60,514 
      Total revenue60,057 52,455 75,146 
Expenses (1)
   Operating expenses54,517 55,831 66,503 
   Depreciation and amortization1,361 3,499 4,857 
   Interest459 15,839 23,744 
      Total expenses56,337 75,169 95,104 
Income (loss) from continuing operations3,720 (22,714)(19,958)
Income from discontinued operations (2)1,837 708,341 7,416 
Net income (loss)$5,557 $685,627 $(12,542)
Our share of net income in unconsolidated joint ventures$3,242 $469,268 $14,634 
(1)    These amounts include revenue of $0, $11,963 and $15,336 of VAA during the years ended December 31, 2023, 2022 and 2021, respectively, and expenses of $(283), $36,076 and $39,438 of VAA during the years ended December 31, 2023, 2022 and 2021, respectively.
(2)     The amount for the year ended December 31, 2022, includes $738,444 gain on sale of asset and $31,281 loss on early extinguishment of debt that were incurred in connection with the sale of the VAA Sale Portfolio.