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Investments in Unconsolidated Real Estate Ventures
9 Months Ended
Sep. 30, 2021
Investments in Unconsolidated Real Estate Ventures  
Investments in Unconsolidated Real Estate Ventures

4.Investments in Unconsolidated Real Estate Ventures

The following is a summary of our investments in unconsolidated real estate ventures:

Effective

Ownership

Real Estate Venture Partners

    

Interest (1)

    

September 30, 2021

    

December 31, 2020

(In thousands)

Prudential Global Investment Management

 

50.0%

$

209,261

$

216,939

Landmark

 

1.8% - 49.0%

 

53,295

 

66,724

CBREI Venture

 

5.0% - 64.0%

 

59,028

 

65,190

Canadian Pension Plan Investment Board ("CPPIB")

 

55.0%

 

49,098

 

47,522

J.P. Morgan Global Alternatives ("J.P. Morgan") (2)

50.0%

47,362

Berkshire Group

 

50.0%

 

53,589

50,649

Brandywine Realty Trust

 

30.0%

 

13,755

 

13,710

Other

 

 

664

635

Total investments in unconsolidated real estate ventures (3)

$

486,052

$

461,369

(1)Reflects our effective ownership interests in the underlying real estate as of September 30, 2021. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.
(2)J.P. Morgan is the advisor for an institutional investor.
(3)As of September 30, 2021 and December 31, 2020, our total investments in unconsolidated real estate ventures were greater than the net book value of the underlying assets by $20.2 million and $18.9 million, resulting principally from capitalized interest and our zero investment balance in the real estate venture with CPPIB that owns 1101 17th Street.

In April 2021, we entered into two real estate ventures with an institutional investor advised by J.P. Morgan, in which we have 50% ownership interests, to design, develop, manage and own approximately 2.0 million square feet of new mixed-use development located in Potomac Yard, the southern portion of National Landing. Our venture partner contributed a land site that is entitled for 1.3 million square feet of development at Potomac Yard Landbay F, while we contributed cash and adjacent land with over 700,000 square feet of estimated development capacity at Potomac Yard Landbay G. We will also act as pre-developer, developer, property manager and leasing agent for all future commercial and residential properties on the site. We have determined the ventures are VIEs, but we are not the primary beneficiary of the VIEs and, accordingly, we have not consolidated either venture. We recognized an $11.3 million gain on the land contributed to one of the real estate ventures based on the cash received and the remeasurement of our retained interest in the asset, which was included in "Gain on sale of real estate" in our statements of operations for the nine months ended September 30, 2021. As part of the transaction, our venture partner elected to accelerate the monetization of a 2013 promote interest in the land contributed by it to the ventures. During the second quarter of 2021, the total amount of the promote paid was $17.5 million, of which $4.2 million was paid to certain of our non-employee trustees and certain of our executives.

The following is a summary of disposition activity by our unconsolidated real estate ventures for the nine months ended September 30, 2021:

Proportionate

Real Estate

Gross

Share of

Venture

Ownership

Sales

Aggregate

Date Disposed

    

Partners

Assets

Percentage

    

Price

    

Gain (1)

(In thousands)

May 3, 2021

 

CBREI Venture

Fairway Apartments/Fairway Land ("Fairway") (2)

10.0%

 

$

93,000

$

2,094

May 19, 2021

Landmark

Courthouse Metro Land/Courthouse Metro Land – Option ("Courthouse Metro")

18.0%

3,000

2,352

May 27, 2021

Landmark

5615 Fishers Lane

18.0%

6,500

743

September 17, 2021

Landmark

500 L'Enfant Plaza (3)

49.0%

166,500

23,137

 

$

28,326

(1)Included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations.
(2)The venture repaid a related mortgage payable of $45.3 million.
(3)The venture repaid a related mortgage payable of $80.0 million.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $5.9 million and $17.8 million for the three and nine months ended September 30, 2021, and $6.3 million and $19.3 million for the three and nine months ended September 30, 2020, for such services.

A reconsideration event could cause us to consolidate an unconsolidated real estate venture in the future or deconsolidate a consolidated entity. We evaluate reconsideration events as we become aware of them. Reconsideration events include amendments to real estate venture agreements and changes in our partner's ability to make contributions to the venture. Under certain circumstances, we may purchase our partner's interest.

The following is a summary of the debt of our unconsolidated real estate ventures:

Weighted

Average Effective

    

Interest Rate (1)

    

September 30, 2021

    

December 31, 2020

(In thousands)

Variable rate (2)

 

2.59%

$

786,169

$

863,617

Fixed rate (3) (4)

 

4.16%

 

293,920

 

323,050

Mortgages payable

 

1,080,089

 

1,186,667

Unamortized deferred financing costs

 

(5,785)

 

(7,479)

Mortgages payable, net (4)

$

1,074,304

$

1,179,188

(1)Weighted average effective interest rate as of September 30, 2021.
(2)Includes variable rate mortgages payable with interest rate cap agreements.
(3)Includes variable rate mortgages payable with interest rates fixed by interest rate swap agreements.
(4)See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

The following is a summary of financial information for our unconsolidated real estate ventures:

    

September 30, 2021

    

December 31, 2020

 

(In thousands)

Combined balance sheet information:

Real estate, net

$

2,170,039

$

2,247,384

Other assets, net

 

257,138

 

270,516

Total assets

$

2,427,177

$

2,517,900

Mortgages payable, net

$

1,074,304

$

1,179,188

Other liabilities, net

 

128,554

 

140,304

Total liabilities

 

1,202,858

 

1,319,492

Total equity

 

1,224,319

 

1,198,408

Total liabilities and equity

$

2,427,177

$

2,517,900

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

X

2021

    

2020

 

(In thousands)

Combined income statement information: (1)

Total revenue

$

45,289

$

47,235

$

141,370

$

162,128

Operating income (loss) (2)

51,068

1,296

 

94,275

 

(24,418)

Net income (loss) (2)

42,261

(6,265)

 

69,091

 

(60,331)

(1)Excludes information related to the venture that owned The Marriott Wardman Park hotel for the three months ended September 30, 2020 as we suspended equity loss recognition for the venture after June 30, 2020. On October 1, 2020, we transferred our interest in the related venture to our venture partner.
(2)Includes the gain from the sale 500 L'Enfant Plaza of $47.4 million during the three months ended September 30, 2021. Includes the gain from the sale of Fairway, Courthouse Metro, 5615 Fishers Lane and 500 L'Enfant Plaza totaling $85.5 million during the nine months ended September 30, 2021. Includes the loss from the sale of Woodglen of $16.4 million during the nine months ended September 30, 2020.