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Investments in Unconsolidated Real Estate Ventures
9 Months Ended
Sep. 30, 2022
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, 2022

    

December 31, 2021

(In thousands)

Prudential Global Investment Management

 

50.0%

$

207,236

$

208,421

Landmark Partners ("Landmark") (2)

 

18.0% - 49.0%

 

8,835

 

28,298

CBREI Venture (3)

 

5.0% - 10.0%

 

17,074

 

57,812

Canadian Pension Plan Investment Board ("CPPIB") (4)

 

55.0%

 

 

48,498

J.P. Morgan Global Alternatives ("J.P. Morgan") (5)

50.0%

62,441

52,769

Berkshire Group (6)

 

50.0%

 

50,963

52,770

Brandywine Realty Trust

 

30.0%

 

13,755

 

13,693

Other

 

 

542

624

Total investments in unconsolidated real estate ventures (7)

$

360,846

$

462,885

(1)Reflects our effective ownership interests in the underlying real estate as of September 30, 2022. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.
(2)In connection with the preparation and review of the third quarter 2022 financial statements, an impairment loss of $15.4 million associated with certain commercial and future development assets located in Washington, D.C. was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations for the three and nine months ended September 30, 2022.
(3)On August 1, 2022, we acquired the remaining 36.0% ownership interest in an unconsolidated real estate venture that owned Atlantic Plumbing, a multifamily asset.
(4)Our effective ownership interest reflects an investment in the real estate venture that owns 1101 17th Street for which we have a zero investment balance and discontinued applying the equity method of accounting.
(5)J.P. Morgan is the advisor for an institutional investor.
(6)On October 5, 2022, we acquired the remaining 50.0% ownership interest in 8001 Woodmont, a multifamily asset owned by the venture, for a purchase price of $115.0 million, including the assumption of the $51.9 million mortgage at our share. The asset is encumbered by a $103.8 million mortgage, which is consolidated in our balance sheet as of the date of acquisition.
(7)As of September 30, 2022 and December 31, 2021, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $4.4 million and $18.6 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures.

On April 13, 2022, we formed an unconsolidated real estate venture with affiliates of Fortress Investment Group LLC ("Fortress") to recapitalize a 1.6 million square foot office portfolio and land parcels for a gross sales price of $580.0 million comprising four wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West and Courthouse Plaza 1 and 2). Additionally, we contributed $66.1 million in cash for a 33.5% interest in the venture, while Fortress contributed $131.0 million for a 66.5% interest in the venture. In connection with the transaction, the venture obtained mortgage loans totaling $458.0 million secured by the properties, of which $402.0 million was drawn at closing. We provide asset management, property management and leasing services to the venture. Because our interest in the venture is subordinated to a 15% preferred return to Fortress, we do not anticipate receiving any near-term cash flow distributions

from it. As of the transaction date, our investment in the venture was zero, and we have discontinued applying the equity method as we have not guaranteed its obligations or otherwise committed to providing financial support.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $6.1 million and $18.2 million for the three and nine months ended September 30, 2022, and $5.9 million and $17.8 million for the three and nine months ended September 30, 2021, for such services.

We evaluate reconsideration events as we become aware of them. Reconsideration events include, among other criteria, amendments to real estate venture agreements or changes in the capital requirements of the real estate venture. A reconsideration event could cause us to consolidate an unconsolidated real estate venture or deconsolidate a consolidated entity.

The following is a summary of disposition activity by our unconsolidated real estate ventures for the nine months ended September 30, 2022:

Mortgages

Proportionate

Real Estate

Gross

Payable

Share of

Venture

Ownership

Sales

Repaid by

Aggregate

Date Disposed

    

Partner

Assets

Percentage

    

Price

Venture

Gain (1)

(In thousands)

January 27, 2022

 

Landmark

The Alaire, The Terano and
12511 Parklawn Drive

1.8% - 18.0%

 

$

137,500

$

79,829

$

5,243

May 10, 2022

Landmark

Galvan

1.8%

152,500

89,500

407

June 1, 2022

CPPIB

1900 N Street

55.0%

265,000

151,709

529

$

6,179

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

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

Weighted

Average Effective

    

Interest Rate (1)

    

September 30, 2022

    

December 31, 2021

(In thousands)

Variable rate (2)

 

5.67%

$

509,393

$

785,369

Fixed rate (3)

 

4.57%

 

163,810

 

309,813

Mortgages payable (4)

 

673,203

 

1,095,182

Unamortized deferred financing costs

 

(393)

 

(5,239)

Mortgages payable, net (4) (5)

$

672,810

$

1,089,943

(1)Weighted average effective interest rate as of September 30, 2022.
(2)Includes variable rate mortgages with interest rate cap agreements.
(3)Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.
(4)Excludes mortgages related to the unconsolidated real estate venture with Fortress.
(5)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, 2022

    

December 31, 2021

 

(In thousands)

Combined balance sheet information: (1)

Real estate, net

$

1,507,159

$

2,116,290

Other assets, net

 

215,099

 

264,397

Total assets

$

1,722,258

$

2,380,687

Mortgages payable, net

$

672,810

$

1,089,943

Other liabilities, net

 

77,706

 

118,752

Total liabilities

 

750,516

 

1,208,695

Total equity

 

971,742

 

1,171,992

Total liabilities and equity

$

1,722,258

$

2,380,687

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2022

    

2021

X

2022

    

2021

 

(In thousands)

Combined income statement information: (1)

Total revenue

$

40,881

$

45,289

$

125,135

$

141,370

Operating income (loss) (2)

(7,468)

51,068

 

77,066

 

94,275

Net income (loss) (2)

(15,034)

42,261

 

49,376

 

69,091

(1)Excludes amounts related to the unconsolidated real estate venture with Fortress.
(2)Includes the gain on the sale of various assets totaling $77.4 million during the nine months ended September 30, 2022, and $47.4 million and $85.5 million during the three and nine months ended September 30, 2021. Includes an impairment loss of $16.1 million during the three and nine months ended September 30, 2022.