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Investments in Unconsolidated Real Estate Ventures
12 Months Ended
Dec. 31, 2022
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)

    

2022

    

2021

(In thousands)

Prudential Global Investment Management

 

50.0%

$

203,529

$

208,421

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

50.0%

64,803

52,769

Landmark Partners ("Landmark")

 

18.0% - 49.0%

 

4,809

 

28,298

CBREI Venture (3)

 

9.9% - 10.0%

 

12,516

 

57,812

Canadian Pension Plan Investment Board ("CPPIB") (4) (5)

 

55.0%

 

 

48,498

Berkshire Group (6)

 

──

 

52,770

Brandywine Realty Trust

 

30.0%

 

13,678

 

13,693

Other

 

 

546

624

Total investments in unconsolidated real estate ventures (7)

$

299,881

$

462,885

(1)Reflects our effective ownership interests in the underlying real estate as of December 31, 2022. 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)In August 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing, an asset previously owned by the venture. See Note 3 for additional information.
(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 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.
(5)In June 2022, the venture sold its interest in 1900 N Street.
(6)In October 2022, we acquired the remaining 50.0% ownership interest in 8001 Woodmont, an asset previously owned by the venture. See Note 3 for additional information.
(7)As of December 31, 2022 and 2021, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $8.9 million and $18.6 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $24.0 million, $23.7 million and $25.5 million for each of the three years in the period ended December 31, 2022, 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:

Mortgage

Proportionate

Real Estate

Gross

Loans

Share of

Venture

Ownership

Sales

Repaid by

Aggregate

Date Disposed

    

Partner

Assets

Percentage

    

Price

Venture

Gain (Loss) (1)

(In thousands)

Year Ended December 31, 2022

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

December 15, 2022

CBREI Venture

The Gale Eckington

5.0%

215,550

110,813

618

$

6,797

Year Ended December 31, 2021

May 3, 2021

 

CBREI Venture

Fairway Apartments/Fairway Land

10.0%

 

$

93,000

$

45,343

$

2,094

May 19, 2021

Landmark

Courthouse Metro Land/Courthouse Metro Land – Option

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

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.

Fortress Investment Group LLC ("Fortress")

In April 2022, we formed an unconsolidated real estate venture with affiliates of 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 in cash 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. 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 of the transaction date, our investment in the venture was zero, and we have discontinued applying the equity method of accounting as we have not guaranteed its obligations or otherwise committed to providing financial support.

Landmark

In connection with the preparation and review of the third quarter 2022 financial statements and 2021 annual financial statements, impairment losses of $15.4 million and $23.9 million on the L'Enfant Plaza assets were included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations for the years ended December 31, 2022 and 2021. As of December 31, 2022, our investment in the L'Enfant Plaza assets was zero, and we have discontinued applying the equity method of accounting on these assets after September 30, 2022 as we have not guaranteed their obligations or otherwise committed to providing financial support.

In connection with the preparation and review of the 2022 annual financial statements, an impairment loss of $3.9 million on the Rosslyn Gateway assets was included in "Loss from unconsolidated real estate ventures, net" in our consolidated statement of operations for the year ended December 31, 2022.

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, net" 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.

Pacific Life Insurance Company ("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)

    

2022

    

2021

(In thousands)

Variable rate (2)

 

6.45%

$

184,099

$

785,369

Fixed rate (3)

 

4.13%

 

60,000

 

309,813

Mortgage loans (4)

 

244,099

 

1,095,182

Unamortized deferred financing costs

 

(411)

 

(5,239)

Mortgage loans, net (4) (5)

$

243,688

$

1,089,943

(1)Weighted average effective interest rate as of December 31, 2022.
(2)Includes variable rate mortgage loans with interest rate cap agreements.
(3)Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements.
(4)Excludes mortgage loans related to the L'Enfant Plaza assets and the unconsolidated real estate venture with Fortress.
(5)See Note 20 for additional information on guarantees related to our unconsolidated real estate ventures.

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

December 31, 

    

2022

    

2021

 

(In thousands)

Combined balance sheet information: (1)

Real estate, net

$

888,379

$

2,116,290

Other assets, net

 

160,015

 

264,397

Total assets

$

1,048,394

$

2,380,687

Mortgage loans, net

$

243,688

$

1,089,943

Other liabilities, net

 

54,639

 

118,752

Total liabilities

 

298,327

 

1,208,695

Total equity

 

750,067

 

1,171,992

Total liabilities and equity

$

1,048,394

$

2,380,687

Year Ended December 31, 

    

2022

    

2021

    

2020

 

(In thousands)

Combined income statement information: (1)

Total revenue

$

143,665

$

187,252

$

203,456

Operating income (loss) (2)

 

91,473

 

48,214

 

(21,639)

Net income (loss) (2)

 

59,215

 

16,051

 

(65,756)

(1)Excludes information related to the unconsolidated real estate venture with Fortress. Excludes information related to the L'Enfant Plaza assets as of December 31, 2022 and for the fourth quarter of 2022. Also, excludes information related to the venture that owned The Marriott Wardman Park hotel for the second half of 2020 as we discontinued applying the equity method of accounting. On October 1, 2020, we transferred our interest in this venture to our venture partner.
(2)Includes the gain (loss) from the sale of various assets totaling $114.9 million, $85.5 million and ($8.4 million) for each of the three years in the period ended December 31, 2022. Includes impairment losses of $37.7 million and $48.7 million for the years ended December 31, 2022 and 2021.