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Investments in Unconsolidated Real Estate Ventures
12 Months Ended
Dec. 31, 2021
Investments in Unconsolidated Real Estate Ventures  
Investments in Unconsolidated Real Estate Ventures

5.          Investments in Unconsolidated Real Estate Ventures

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

Effective

Ownership

December 31,

Real Estate Venture Partners

    

Interest (1)

    

2021

    

2020

(In thousands)

Prudential Global Investment Management ("PGIM")

 

50.0%

$

208,421

$

216,939

Landmark Partners ("Landmark")

 

1.8% - 49.0%

 

28,298

 

66,724

CBREI Venture

 

5.0% - 64.0%

 

57,812

 

65,190

Canadian Pension Plan Investment Board ("CPPIB")

 

55.0%

 

48,498

 

47,522

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

50.0%

52,769

Berkshire Group

 

50.0%

 

52,770

50,649

Brandywine Realty Trust

 

30.0%

 

13,693

 

13,710

Other

 

 

624

635

Total investments in unconsolidated real estate ventures (3)

$

462,885

$

461,369

(1)Reflects our effective ownership interests in the underlying real estate as of December 31, 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 December 31, 2021 and 2020, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $18.6 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.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $23.7 million, $25.5 million and $28.5 million for each of the three years in the period ended December 31, 2021, for such services.

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

The following is a summary of disposition activity by our unconsolidated real estate ventures:

Mortgage

Proportionate

Real Estate

Gross

Payable

Share of

Venture

Ownership

Sales

Repaid by

Aggregate

Date Disposed

    

Partners

Assets

Percentage

    

Price

Venture

Gain (Loss) (1)

(In thousands)

Year Ended December 31, 2021

May 3, 2021

 

CBREI Venture

Fairway Apartments/Fairway Land ("Fairway")

10.0%

 

$

93,000

$

45,343

$

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

49.0%

166,500

80,000

23,137

$

28,326

Year Ended December 31, 2020

June 5, 2020

Landmark

11333 Woodglen Drive/NoBe II Land/Woodglen ("Woodglen")

18.0%

$

17,750

$

12,213

$

(2,952)

October 28, 2020

CBREI Venture

Pickett Industrial Park

10.0%

46,250

23,572

800

 

$

(2,152)

(1)Included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations.

PGIM

In December 2019, we sold a 50.0% interest in a real estate venture that owns Central Place Tower, a 552,000 square foot office building located in Arlington, Virginia, to PGIM for $220.0 million. Per the terms of the venture agreement, we determined the venture was not a VIE and we do not have a controlling financial interest in the venture. As a result, we deconsolidated our remaining 50.0% interest in the real estate venture and recorded a gain as our unconsolidated interest was increased to reflect its fair value. We recognized an aggregate $53.4 million gain, net of certain liabilities, which was included in "Gain on sale of real estate" in our consolidated statement of operations for the year ended December 31, 2019, on the partial sale and remeasurement of our remaining interest in the real estate venture subsequent to the transfer of control.

Landmark

In connection with the preparation and review of their 2021 annual financial statements, our unconsolidated real estate venture with Landmark recorded an aggregate impairment loss of $48.7 million on the L'Enfant Plaza assets. Our proportionate share of the impairment loss was $23.9 million, which was included in "Loss from unconsolidated real estate ventures, net" in our consolidated statement of operations for the year ended December 31, 2021.

In January 2022, our unconsolidated real estate venture with Landmark sold The Alaire, The Terano and 12511 Parklawn Drive, multifamily and future development assets located in Rockville, Maryland, for $137.5 million. Additionally, the venture repaid the related mortgages payable of $79.8 million. Our ownership in these assets ranged from 1.8% to 18.0%.

CPPIB

As of December 31, 2021 and 2020, we had a zero investment balance in the real estate venture that owns 1101 17th Street and had suspended equity loss recognition for the venture since June 30, 2018. We will recognize as income any future distributions from the venture until our share of unrecorded earnings and contributions exceeds the cumulative excess distributions previously recognized in income. During the year ended December 31, 2019, we recognized income of $6.4 million related to distributions from this venture, which was included in "Loss from unconsolidated real estate ventures, net" in our consolidated statement of operations.

In April 2020, our real estate venture with CPPIB entered into a mortgage loan with a maximum principal balance of $160.0 million collateralized by 1900 N Street, and as a result, we received a distribution of $70.8 million from the venture during the second quarter of 2020.

JP Morgan

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 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 consolidated statement of operations for the year ended December 31, 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.

PacLife

During the second quarter of 2020, we determined that our investment in the venture that owned The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment loss of $6.5 million, which reduced the net book value of our investment to zero, and we suspended equity loss recognition for the venture after June 30, 2020. On October 1, 2020, we transferred our interest in this venture to PacLife.

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

Weighted

Average Effective

December 31,

    

Interest Rate (1)

    

2021

    

2020

(In thousands)

Variable rate (2)

 

2.50%

$

785,369

$

863,617

Fixed rate (3)

 

4.20%

 

309,813

 

323,050

Mortgages payable

 

1,095,182

 

1,186,667

Unamortized deferred financing costs

 

(5,239)

 

(7,479)

Mortgages payable, net (4)

$

1,089,943

$

1,179,188

(1)Weighted average effective interest rate as of December 31, 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 19 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

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

December 31, 

    

2021

    

2020

 

(In thousands)

Combined balance sheet information:

Real estate, net

$

2,116,290

$

2,247,384

Other assets, net

 

264,397

 

270,516

Total assets

$

2,380,687

$

2,517,900

Mortgages payable, net

$

1,089,943

$

1,179,188

Other liabilities, net

 

118,752

 

140,304

Total liabilities

 

1,208,695

 

1,319,492

Total equity

 

1,171,992

 

1,198,408

Total liabilities and equity

$

2,380,687

$

2,517,900

Year Ended December 31, 

    

2021

    

2020

    

2019

 

(In thousands)

Combined income statement information: (1)

Total revenue

$

187,252

$

203,456

$

266,653

Operating income (loss) (2)

 

48,214

 

(21,639)

 

18,041

Net income (loss) (2)

 

16,051

 

(65,756)

 

(32,507)

(1)Excludes information related to the venture that owned The Marriott Wardman Park hotel for the second half of 2020 as we suspended equity loss recognition for the venture after June 30, 2020. On October 1, 2020, we transferred our interest in this venture to our venture partner.
(2)Includes the gain from the sale of Fairway, Courthouse Metro, 5615 Fishers Lane and 500 L'Enfant Plaza totaling $85.5 million during the year ended December 31, 2021. Includes the impairment loss recognized by the unconsolidated real estate venture that owns the L'Enfant Plaza assets totaling $48.7 million during the year ended December 31, 2021. Includes the loss from the sale of Woodglen of $16.4 million and the gain from the sale of Pickett Industrial Park of $8.0 million during the year ended December 31, 2020.