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Investment in Unconsolidated Real Estate Ventures
6 Months Ended
Jun. 30, 2017
Equity Method Investments And Joint Ventures [Abstract]  
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of June 30, 2017, the Company held ownership interests in 13 unconsolidated Real Estate Ventures for an aggregate investment balance of $262.1 million. The Company formed or acquired interests in these Real Estate Ventures with unaffiliated third parties to develop or manage office, residential, and/or mixed-use properties or to acquire land in anticipation of possible development of office, residential and/or mixed-use properties. As of June 30, 2017, seven of the real estate ventures owned properties that contain an aggregate of approximately 8.1 million net rentable square feet of office space; four real estate ventures owned 5.7 acres of land held for development and two real estate ventures owned residential towers that contain 345 and 321 apartment units, respectively.

The Company accounts for its unconsolidated interests in the Real Estate Ventures using the equity method. The Company’s unconsolidated interests range from 20% to 70%, subject to specified priority allocations of distributable cash in certain of the Real Estate Ventures.

The Company earned management fees from its Real Estate Ventures of $1.6 million and $3.2 million for the three- and six-month periods ended June 30, 2017, respectively, and $1.6 million and $3.1 million for the three- and six-month periods ended June 30, 2016, respectively.

The Company earned leasing commission income from its Real Estate Ventures of $1.5 million and $2.8 million for the three- and six-month periods ended June 30, 2017, respectively, and $0.5 million and $1.3 million for the three- and six-month periods ended June 30, 2016, respectively.

The Company has outstanding accounts receivable balances from its Real Estate Ventures of $2.0 million and $1.4 million as of June 30, 2017 and December 31, 2016, respectively.

The amounts reflected in the following tables (except for the Company’s share of equity and income) are based on the financial information of the individual Real Estate Ventures. The Company does not record operating losses of a Real Estate Venture in excess of its investment balance unless the Company is liable for the obligations of the Real Estate Venture or is otherwise committed to provide financial support to the Real Estate Venture.

The following is a summary of the financial position of the Real Estate Ventures in which the Company held interests as of June 30, 2017 and December 31, 2016 (in thousands):

 

June 30, 2017

 

 

December 31, 2016

 

Net property

$

1,405,573

 

 

$

1,483,067

 

Other assets

 

216,142

 

 

 

231,972

 

Other liabilities

 

114,829

 

 

 

129,486

 

Debt, net

 

946,057

 

 

 

989,738

 

Equity

 

560,829

 

 

 

595,815

 

 

 

 

 

 

 

 

 

Company’s share of equity (Company’s basis) (a)

$

262,107

 

 

$

281,331

 

 

(a)

This amount includes the effect of the basis difference between the Company's historical cost basis and the basis recorded at the Real Estate Venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from the impairment of investments, purchases of third party interests in existing Real Estate Ventures and upon the transfer of assets that were previously owned by the Company into a Real Estate Venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the Real Estate Venture level.

The following is a summary of results of operations of the Real Estate Ventures in which the Company held interests during the three- and six-month periods ended June 30, 2017 and 2016 (in thousands):

 

 

Three-month periods ended June 30,

 

 

Six-month periods ended June 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenue

$

58,819

 

 

$

53,406

 

 

$

113,098

 

 

$

99,931

 

Operating expenses

 

(25,172

)

 

 

(27,088

)

 

 

(50,338

)

 

 

(53,755

)

Interest expense, net

 

(11,272

)

 

 

(10,928

)

 

 

(22,101

)

 

 

(19,917

)

Depreciation and amortization

 

(20,371

)

 

 

(20,242

)

 

 

(41,133

)

 

 

(40,403

)

Net income (loss) (a)

$

2,004

 

 

$

(4,852

)

 

$

(474

)

 

$

(14,144

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in income (loss) of Real Estate Ventures

$

1,084

 

 

$

(1,666

)

 

$

336

 

 

$

(2,069

)

(a)

The six-month period ended June 30, 2016 amount includes $7.1 million of acquisition deal costs related to the formation of the MAP Venture.

The Parc at Plymouth Meeting Venture

On January 31, 2017, the Company sold its 50% interest in TB-BDN Plymouth Apartments, L.P., a 50/50 real estate venture with Toll Brothers, at a gross sales value of $100.5 million, of which the Company was allocated 50% for its interest.  The venture developed and operated a 398-unit multi-family complex in Plymouth Meeting, Pennsylvania encumbered by a $54.0 million construction loan. The construction loan was repaid commensurate with the sale of the Company’s 50% interest. As a result, the Company is no longer subject to a $3.2 million payment guarantee on the construction loan. The cash proceeds, after the payment of the Company’s share of the debt and closing costs, were $27.2 million.  The carrying amount of the Company’s investment at the time of sale was $12.6 million, resulting in a $14.6 million gain on sale of interest in the real estate venture.

Guarantees

As of June 30, 2017, the Company’s unconsolidated real estate ventures had aggregate indebtedness to third parties of $952.7 million.  These loans are generally mortgage or construction loans, most of which are non-recourse to the Company.  As of June 30, 2017, the loans for which there is recourse to the Company consist of the following: (i) a $55.4 million payment guaranty on the term loan for evo at Cira Centre South; (ii) a joint and several cost overrun guaranty on the $88.9 million construction loan for the development project undertaken by 1919 Market Street LP; and (iii) a $0.4 million payment guarantee on a loan provided to PJP VII. In addition, during construction undertaken by real estate ventures, the Company has provided and expects to continue to provide cost overrun and completion guarantees, with rights of contribution among partners or members in the real estate ventures, as well as customary environmental indemnities and guarantees of customary exceptions to nonrecourse provisions in loan agreements. For additional information regarding these real estate ventures, including their indebtedness, see Note 4, "Investment in Unconsolidated Real Estate Ventures," in the notes to the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.