Investments In and Advances to Unconsolidated Affiliates

The Company accounts for its investments in and advances to unconsolidated affiliates primarily under the equity method of accounting as it has the ability to exercise significant influence, but does not have financial or operating control over the investment, which is maintained by each of the unaffiliated partners who co-invest with the Company. The Company’s investments in and advances to unconsolidated affiliates consist of the following (dollars in thousands):



		Nominal Ownership Interest	December 31, 2017		December 31, 2016
Fund	Property	December 31, 2017	December 31, 2017		December 31, 2016
Core:
	840 N. Michigan ^(a)	88.43%	$	69,846	$	74,131
	Renaissance Portfolio	20%	35,041		36,437
	Gotham Plaza	49%	29,416		29,421
	Market Square ^{(a, b)}	100%	—		5,469
	Town Center ^{(a, b)}	61.11%	78,801		15,286
	Georgetown Portfolio	50%	3,479		4,287
			216,583		165,031

Mervyns I & II:	KLA/Mervyn's, LLC^(c)	10.5%	—		—

Fund III:
	Fund III Other Portfolio	90%	167		8,108
	Self Storage Management ^(d)	95%	206		241
			373		8,349
Fund IV:
	Broughton Street Portfolio ^(e)	50%	48,335		54,839
	Fund IV Other Portfolio	90%	20,199		21,817
	650 Bald Hill Road	90%	13,609		18,842
			82,143		95,498

Various Funds:	Due from Related Parties ^(f)		2,415		2,193
	Other^(g)		556		957
	Investments in and advances to unconsolidated affiliates		$	302,070	$	272,028

Core:
	Crossroads ^(h)	49%	$	15,292	$	13,691
	Distributions in excess of income from, and investments in, unconsolidated affiliates		$	15,292	$	13,691

__________


(a)	Represents a tenancy-in-common interest.


(b)	During May and November 2017, as discussed below, the Company increased its ownership in Market Square and Town Center, which was formerly included under the caption “Brandywine Portfolio.”


(c)	Distributions have exceeded the Company’s non-recourse investment, therefore the carrying value is zero.


(d)	Represents a variable interest entity.


(e)	The Company is entitled to a 15% return on its cumulative capital contribution which was $15.4 million and $14.5 million at December 31, 2017 and December 31, 2016, respectively. In addition, the Company is entitled to a 9% preferred return on a portion of its equity, which was $36.8 million and $45.4 million at December 31, 2017 and December 31, 2016, respectively.


(f)	Represents deferred fees.


(g)	Includes a cost-method investment in Albertson’s (Note 8) and other investments.


(h)	Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may be required to fund future obligations of the entity.

Core Portfolio

The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York (“Crossroads”), a 50% interest in a 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the “Georgetown Portfolio”), an 88.43% tenancy-in-common interest in an 87,000 square foot retail property located in Chicago, Illinois (“840 N. Michigan”), and a 49% interest in an approximately 123,000 square foot retail property located in Manhattan, New York (“Gotham Plaza”).

Acquisition of Unconsolidated Investment

On January 4, 2017, an entity in which the Company owns a 20% noncontrolling interest (the “Renaissance Portfolio”), acquired a 6,200 square foot property in Alexandria, Virginia referred to as (“907 King Street”) for $3.0 million. The Renaissance Portfolio is now a 213,000 square-foot portfolio of 18 mixed-use properties, 16 of which are located in Georgetown, Washington D.C. and two of which are located in Alexandria, Virginia.

Brandywine Portfolio, Market Square and Town Center

The Company owns an interest in an approximately one million square foot retail portfolio (the “Brandywine Portfolio” joint venture) located in Wilmington, Delaware, which includes two properties referred to as “Market Square” and “Town Center.” Prior to the second quarter of 2016, the Company had a controlling interest in the Brandywine Portfolio, and it was therefore consolidated within the Company’s financial statements. During April 2016, the arrangement with the partners of the Brandywine Portfolio was modified to change the legal ownership from a partnership to a tenancy-in-common interest, as well as to provide certain participating rights to the outside partners. As a result of these modifications, the Company de-consolidated the Brandywine Portfolio and accounted for its interest under the equity method of accounting effective May 1, 2016. Furthermore, as the owners of the Brandywine Portfolio had consistent ownership interests before and after the modification and the underlying net assets were unchanged, the Company reflected the change from consolidation to equity method based upon its historical cost. The Brandywine Portfolio and Market Square ventures do not include the property held by Brandywine Holdings, an entity consolidated by the Company.

Additionally, in April 2016, the Company repaid the outstanding balance of $140.0 million of non-recourse debt collateralized by the Brandywine Portfolio and provided a note receivable collateralized by the partners’ tenancy-in-common interest in the Brandywine Portfolio for their proportionate share of the repayment. On May 1, 2017, the Company exchanged $16.0 million of the $153.4 million notes receivable (the “Brandywine Notes Receivable”) (Note 3) plus accrued interest of $0.3 million for one of the partner’s 38.89% tenancy-in-common interests in Market Square. The Company already had a 22.22% interest in Market Square and continued to apply the equity method of accounting for its aggregate 61.11% noncontrolling interest in Market Square and its 22.22% interest in Town Center through November 16, 2017. The incremental investment in Market Square was recorded at $16.3 million and the excess of this amount over the venture’s book value associated with this interest, or $9.8 million, was being amortized over the remaining depreciable lives of the venture’s assets through November 16, 2017. On November 16, 2017, the Company exchanged an additional $16.0 million of Brandywine Notes Receivable plus accrued interest of $0.6 million for the remaining 38.89% interest in Market Square, thereby obtaining a 100% controlling interest in the property. The exchange was deemed to be a business combination and as a result, the property was consolidated and a gain on change of control of $5.6 million was recorded (Note 2).

On November 16, 2017, the Company exchanged $60.7 million of the Brandywine Notes Receivable plus accrued interest of $0.9 million for one of the partner’s 38.89% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $61.6 million and the excess of this amount over the venture’s book value associated with this interest, or $34.5 million, will be amortized over the remaining depreciable lives of the venture’s assets. The Company already had a 22.22% interest in Town Center and continues to apply the equity method of accounting for its aggregate 61.11% noncontrolling interest in Town Center.

At December 31, 2017, a $60.7 million of Brandywine Note Receivable remains (Note 3), which is collateralized by the remaining 38.89% undivided interest in Town Center.

Fund Investments

Fund III Other Portfolio includes the Company’s investment in Arundel Plaza (through its date of sale). Fund IV Other Portfolio includes the Company’s investment in Promenade at Manassas, Eden Square, 2819 Kennedy Boulevard (through its date of sale) and 1701 Belmont Avenue (through its date of sale). Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required.

Mervyn’s I & II

In 2017, Mervyn’s I and Mervyn’s II received a total of $1.1 million in distributions from certain investments. The Company had already reduced the carrying amount of its investments in Mervyn’s I and Mervyn’s II to zero, and consequently the entire amount received has been reflected as equity in earnings and gains of unconsolidated affiliates in the consolidated statements of income.

Albertson’s

“Other” includes Fund II’s cost method investment in Albertson’s supermarkets among other investments. In 2017, the Company received $2.4 million in distributions from Albertson’s. The Company reduced the carrying amount of the investment to zero and reflected the remaining $2.0 million as equity in earnings and gains of unconsolidated affiliates in the consolidated statements of income.

Dispositions of Unconsolidated Investments

On January 31, 2017, Fund IV completed the disposition of 2819 Kennedy Boulevard, for $19.0 million less $8.4 million debt repayment for net proceeds of $10.6 million, resulting in a gain on disposition of $6.3 million at the property level, of which the Fund’s share was $6.2 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $1.4 million, net of noncontrolling interests.

On February 15, 2017, Fund III completed the disposition of Arundel Plaza, for $28.8 million less $10.0 million debt repayments for net proceeds of $18.8 million, resulting in a gain on disposition of $8.2 million at the property level, of which the Fund’s share was $5.3 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $1.3 million, net of noncontrolling interests.

On June 30, 2017, Fund IV completed the disposition of 1701 Belmont Avenue, for $5.6 million less $2.9 million debt repayments for net proceeds of $2.7 million, resulting in a gain on disposition of $3.3 million at the property level, of which the Fund’s share was $3.3 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $0.8 million, net of noncontrolling interests.

On October 3 and December 21, 2017, Fund IV’s Broughton Street Portfolio venture sold a total of five properties for aggregate proceeds of $11.0 million resulting in a net gain of $1.2 million at the property level, of which the Fund’s share was $0.6 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated financial statements. The Operating Partnership’s proportionate share of the gain was $0.1 million, net of noncontrolling interests. At December 31, 2017, the Broughton Street portfolio had 18 remaining properties; however, during January 2018, two additional Broughton Street Portfolio properties were sold (Note 17).

On January 28, 2016, Fund III completed the disposition of a 65% interest in Cortlandt Town Center for $107.3 million resulting in a gain of $65.4 million and the deconsolidation of its remaining interest (Note 2). On December 21, 2016, Fund III completed the disposition of its remaining 35% interest in Cortlandt Town Center for $57.8 million less $32.6 million debt repayment for a net sales price of $25.2 million resulting in a gain on sale of $36.0 million, of which the Operating Partnership’s share was $8.8 million, which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated financial statements.

Fees from Unconsolidated Affiliates

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $1.3 million, $1.2 million, and $0.3 million for the year ended December 31, 2017, 2016, and 2015 respectively, which is included in other revenues in the consolidated financial statements.

In addition, the Company paid to certain unaffiliated partners of its joint ventures, $2.0 million, $2.4 million and $2.5 million during the year ended December 31, 2017, 2016, and 2015 respectively, for leasing commissions, development, management, construction and overhead fees.

Summarized Financial Information of Unconsolidated Affiliates

The following combined and condensed Balance Sheets and Statements of Income, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates (in thousands):



	December 31,
	2017		2016
Combined and Condensed Balance Sheets
Assets:
Rental property, net	$	518,900	$	576,505
Real estate under development	26,681		18,884
Investment in unconsolidated affiliates	6,853		6,853
Other assets	100,901		75,254
Total assets	$	653,335	$	677,496
Liabilities and partners’ equity:
Mortgage notes payable	$	405,652	$	407,344
Other liabilities	61,932		30,117
Partners’ equity	185,751		240,035
Total liabilities and partners’ equity	$	653,335	$	677,496

Company's share of accumulated equity	$	185,533	$	191,049
Basis differential	95,358		61,827
Deferred fees, net of portion related to the Company's interest	3,472		3,268
Amounts receivable by the Company	2,415		2,193
Investments in and advances to unconsolidated affiliates, net of Company's share of distributions in excess of income from and investments in unconsolidated affiliates	$	286,778	$	258,337



	Year Ended December 31,
	2017			2016			2015
Combined and Condensed Statements of Income
Total revenues	$	83,222		$	84,218		$	43,990
Operating and other expenses	(24,711		)	(25,724		)	(13,721		)
Interest expense	(18,733		)	(16,300		)	(9,178		)
Equity in earnings of unconsolidated affiliates	—			—			66,655
Depreciation and amortization	(24,192		)	(35,432		)	(12,154		)
Loss on debt extinguishment	(154		)	—			—
Gain (loss) on disposition of properties	18,957			(1,340		)	32,623
Net income attributable to unconsolidated affiliates	$	34,389		$	5,422		$	108,215

Company’s share of equity in net income of unconsolidated affiliates	$	26,039		$	40,538		$	37,722
Basis differential amortization	(2,668		)	(1,089		)	(392		)
Company’s equity in earnings of unconsolidated affiliates	$	23,371		$	39,449		$	37,330