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Investments in and Advances to Unconsolidated Affiliates (Tables)
12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Investments The Company’s investments in and advances to unconsolidated affiliates consist of the following (dollars in thousands):

 

 

 

 

 

Ownership Interest

 

December 31,

 

 

December 31,

 

Portfolio

 

Property

 

December 31, 2022

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

Core:

 

840 N. Michigan Avenue (a,h)

 

88.43%

 

$

 

 

$

51,513

 

 

 

Renaissance Portfolio

 

20%

 

 

28,755

 

 

 

28,466

 

 

 

Gotham Plaza

 

49%

 

 

30,112

 

 

 

29,187

 

 

 

Georgetown Portfolio (b)

 

50%

 

 

4,048

 

 

 

4,089

 

 

 

1238 Wisconsin Avenue (b, c)

 

80%

 

 

14,502

 

 

 

5,895

 

 

 

 

 

 

 

 

77,417

 

 

 

119,150

 

 

 

 

 

 

 

 

 

 

 

 

Mervyns II:

 

KLA/ABS (d)

 

36.7%

 

 

85,403

 

 

 

124,316

 

 

 

 

 

 

 

 

 

 

 

 

Fund III:

 

Self Storage Management (b)

 

0%

 

 

 

 

 

207

 

 

 

640 Broadway (e)

 

100%

 

 

 

 

 

17,825

 

 

 

 

 

 

 

 

 

 

 

18,032

 

 

 

 

 

 

 

 

 

 

 

 

Fund IV:

 

Fund IV Other Portfolio

 

98.57%

 

 

7,914

 

 

 

12,675

 

 

 

650 Bald Hill Road

 

90%

 

 

10,203

 

 

 

11,677

 

 

 

Paramus Plaza

 

50%

 

 

936

 

 

 

1,975

 

 

 

 

 

 

 

 

19,053

 

 

 

26,327

 

 

 

 

 

 

 

 

 

 

 

 

Fund V:

 

Family Center at Riverdale (a)

 

89.42%

 

 

4,995

 

 

 

12,449

 

 

 

Tri-City Plaza

 

90%

 

 

8,422

 

 

 

6,827

 

 

 

Frederick County Acquisitions

 

90%

 

 

12,240

 

 

 

10,748

 

 

 

Wood Ridge Plaza

 

90%

 

 

12,751

 

 

 

 

 

 

La Frontera Village

 

90%

 

 

20,803

 

 

 

 

 

 

Shoppes at South Hills (f)

 

90%

 

 

44,677

 

 

 

 

 

 

Mohawk Commons

 

90%

 

 

775

 

 

 

 

 

 

 

 

 

 

 

104,663

 

 

 

30,024

 

 

 

 

 

 

 

 

 

 

 

 

Various:

 

Due from (to) Related Parties

 

 

 

 

305

 

 

 

666

 

 

 

Other (g)

 

 

 

 

4,315

 

 

 

3,811

 

 

 

Investments in and advances to
unconsolidated affiliates

 

 

 

$

291,156

 

 

$

322,326

 

 

 

 

 

 

 

 

 

 

 

 

Core:

 

Crossroads (h)

 

49%

 

$

8,832

 

 

$

9,939

 

 

 

840 N. Michigan Avenue (a, h)

 

88.43%

 

$

1,673

 

 

 

 

 

 

Distributions in excess of income from,
and investments in, unconsolidated affiliates

 

 

 

$

10,505

 

 

$

9,939

 

 

 

a)
Represents a tenancy-in-common interest.
b)
Represents a VIE for which the Company is not the primary beneficiary (Note 16).
c)
Includes a $12.8 million construction commitment from the Company to the venture that holds its investment in 1238 Wisconsin. As of December 31, 2022 and 2021 the note receivable from a related party had a balance of $7.5 million, net of CECL allowance of $0.1 million, and zero, respectively. The loan is collateralized by the venture members' equity interest, bears interest at Prime + 1.0% subject to a 4.5% floor, and matures on December 28, 2023. Interest is recognized over the life of the loan.
d)
Mervyns II has retained an effective indirect ownership of approximately 4.1 million shares (approximately 1% interest) through its Investment in Albertsons Companies Inc. ("Albertsons"), which is accounted for at fair value (Note 8). On October 13, 2022, Albertsons entered into a merger agreement with Kroger, that is expected to close in 2024. As part of the transaction, Albertsons announced it will pay a $6.85 per common share Special Dividend (the “Special Dividend”) payable on November 7, 2022,
to stockholders of record as of October 24, 2022, which Albertsons was prohibited from paying under a temporary restraining order until January 2023 (Note 17). In addition, the entity that holds the shares of Albertsons extended the expiration of lockup through May 2023.
e)
In January 2022, the Company, through an affiliate of Fund III, foreclosed on partner's interest and now owns 100% and consolidates the entity (Note 2).
f)
Includes a $31.7 million bridge loan from the Company to the venture that holds the property in its investment in Shoppes at South Hills. As of December 31, 2022 and 2021 the note receivable from a related party had a balance of $31.7 million, net of CECL allowance of $0.2 million, and zero, respectively. The loan bears interest at 8.0% and matures on February 6, 2023. Interest is recognized over the life of the loan. The loan was refinanced with a third-party lender in February 2023 (Note 17).
g)
Includes cost-method investments in Storage Post, Fifth Wall, and other investments.
h)
Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may elect to contribute capital to the entity.
Schedule of Combined and Condensed Balance Sheet

The following combined and condensed Balance Sheets and Statements of operations, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates that were held as of December 31, 2022, and accordingly exclude the results of any investments disposed of or consolidated prior to that date (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Combined and Condensed Balance Sheets

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Rental property, net

 

$

650,997

 

 

$

631,661

 

Real estate under development

 

 

17,359

 

 

 

8,112

 

Other assets

 

 

127,070

 

 

 

78,300

 

Total assets

 

$

795,426

 

 

$

718,073

 

Liabilities and partners’ equity:

 

 

 

 

 

 

Mortgage notes payable

 

$

609,923

 

 

$

571,461

 

Other liabilities

 

 

96,532

 

 

 

69,166

 

Partners’ equity

 

 

88,971

 

 

 

77,446

 

Total liabilities and partners’ equity

 

$

795,426

 

 

$

718,073

 

 

 

 

 

 

 

 

Company's share of accumulated equity

 

$

131,878

 

 

$

113,285

 

Basis differential

 

 

52,813

 

 

 

66,031

 

Deferred fees, net of portion related to the Company's interest

 

 

5,937

 

 

 

4,071

 

Amounts receivable/payable by the Company

 

 

305

 

 

 

666

 

Investments in and advances to unconsolidated affiliates, net of Company's
   share of distributions in excess of income from and investments in
   unconsolidated affiliates

 

 

190,933

 

 

 

184,053

 

Investments carried at fair value or cost

 

 

89,718

 

 

 

128,334

 

Company's share of distributions in excess of income from and
   investments in unconsolidated affiliates

 

 

10,505

 

 

 

9,939

 

Investments in and advances to unconsolidated affiliates

 

$

291,156

 

 

$

322,326

 

 

Schedule of Combined and Condensed Income Statement

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Combined and Condensed Statements of Operations

 

 

 

 

 

 

 

 

 

Total revenues

 

$

96,080

 

 

$

80,823

 

 

$

78,054

 

Operating and other expenses

 

 

(29,858

)

 

 

(28,572

)

 

 

(28,718

)

Interest expense

 

 

(26,807

)

 

 

(21,228

)

 

 

(22,651

)

Depreciation and amortization

 

 

(34,596

)

 

 

(30,518

)

 

 

(30,917

)

Loss on extinguishment of debt

 

 

(7

)

 

 

(35

)

 

 

 

Impairment of Investment (a)

 

 

(57,423

)

 

 

 

 

 

 

Gain on disposition of properties (b)

 

 

12,983

 

 

 

3,206

 

 

 

 

Net (loss) income attributable to unconsolidated affiliates

 

$

(39,628

)

 

$

3,676

 

 

$

(4,232

)

 

 

 

 

 

 

 

 

 

 

Company’s share of equity in net (loss) income of unconsolidated affiliates

 

$

(31,907

)

 

$

6,023

 

 

$

(2,503

)

Income attributable to unconsolidated affiliates recently sold or consolidated

 

 

 

 

 

 

 

$

1,280

 

Basis differential amortization

 

 

(1,000

)

 

 

(693

)

 

 

(1,834

)

Company’s equity in (losses) earnings of unconsolidated affiliates

 

$

(32,907

)

 

$

5,330

 

 

$

(3,057

)

 

a)
Represents the impairment charge related to 840 N. Michigan Avenue for the year ended December 31, 2022.
b)
Represents the gain on the sale of Promenade at Manassas on October 13, 2022, and two land parcels by the Family Center at Riverdale on January 4, 2021.