
6.	Investments in Partially Owned Entities

The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Company’s investments in partially owned entities as of March 31, 2014 (amounts in thousands except for project and apartment unit amounts):



	Consolidated										Unconsolidated
	Development Projects										Development Projects
	Held for and/or Under Development		Completed, Not Stabilized (3)		Operating			Total			Held for and/or Under Development		Completed, Not Stabilized (3)			Operating			Total

Total projects (1)	—		1		19			20			—		3			1			4

Total apartment units (1)	—		268		3,752			4,020			—		1,333			336			1,669

Balance sheet information at 3/31/14 (at 100%):
ASSETS
Investment in real estate	$	310,147	$	48,319	$	674,916		$	1,033,382		$	49,332	$	285,191		$	55,585		$	390,108
Accumulated depreciation	—		—		(178,165		)	(178,165		)	—		(4,669		)	(5,052		)	(9,721		)
Investment in real estate, net	310,147		48,319		496,751			855,217			49,332		280,522			50,533			380,387
Cash and cash equivalents	4,226		698		11,611			16,535			450		1,803			1,378			3,631
Investments in unconsolidated entities	—		—		53,844			53,844			—		—			—			—
Deposits – restricted	42,045		32		220			42,297			—		120			48			168
Deferred financing costs, net	—		—		2,407			2,407			65		126			4			195
Other assets	5,670		2		26,641			32,313			—		365			1,032			1,397
Total assets	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778

LIABILITIES AND EQUITY/CAPITAL
Mortgage notes payable (2)	$	—	$	—	$	360,217		$	360,217		$	16,154	$	176,232		$	30,410		$	222,796
Accounts payable & accrued expenses	17,438		1,413		2,806			21,657			4,078		915			210			5,203
Accrued interest payable	—		—		1,283			1,283			32		725			—			757
Other liabilities	120		49		1,114			1,283			339		867			863			2,069
Security deposits	—		21		1,839			1,860			—		258			109			367
Total liabilities	17,558		1,483		367,259			386,300			20,603		178,997			31,592			231,192

Noncontrolling Interests – Partially Owned Properties/ Partners' equity	117,689		1,244		8,725			127,658			27,858		73,412			20,450			121,720
Company equity/General and Limited Partners' Capital	226,841		46,324		215,490			488,655			1,386		30,527			953			32,866
Total equity/capital	344,530		47,568		224,215			616,313			29,244		103,939			21,403			154,586
Total liabilities and equity/capital	$	362,088	$	49,051	$	591,474		$	1,002,613		$	49,847	$	282,936		$	52,995		$	385,778



	Consolidated											Unconsolidated
	Development Projects											Development Projects
	Held for and/or Under Development											Held for and/or Under Development						Operating
				Completed, Not Stabilized (3)											Completed, Not Stabilized (3)
						Operating			Total												Total
Operating information for the quarter ended 3/31/14 (at 100%):
Operating revenue	$	—		$	468	$	21,308		$	21,776		$	—		$	4,528		$	1,353		$	5,881
Operating expenses	77			204		6,453			6,734			44			1,917			559			2,520

Net operating (loss) income	(77		)	264		14,855			15,042			(44		)	2,611			794			3,361
Depreciation	—			—		5,363			5,363			—			2,782			447			3,229
General and administrative/other	(9		)	116		12			119			—			12			43			55

Operating (loss) income	(68		)	148		9,480			9,560			(44		)	(183		)	304			77
Interest and other income	—			—		3			3			—			—			—			—
Other expenses	(42		)	—		(7		)	(49		)	—			—			—			—
Interest:
Expense incurred, net	—			—		(3,887		)	(3,887		)	—			(1,992		)	(279		)	(2,271		)
Amortization of deferred financing costs	—			—		(88		)	(88		)	—			(3		)	—			(3		)

(Loss) income before income and other taxes and (loss) from investments in unconsolidated entities	(110		)	148		5,501			5,539			(44		)	(2,178		)	25			(2,197		)
Income and other tax (expense) benefit	—			—		(36		)	(36		)	—			—			—			—
(Loss) from investments in unconsolidated entities	—			—		(419		)	(419		)	—			—			—			—

Net (loss) income	$	(110	)	$	148	$	5,046		$	5,084		$	(44	)	$	(2,178	)	$	25		$	(2,197	)


(1)	Project and apartment unit counts exclude all uncompleted development projects until those projects are substantially completed.


(2)	All debt is non-recourse to the Company with the exception of 50% of the current $16.2 million outstanding debt balance on one unconsolidated development project.


(3)	Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing.

Note:

The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AVB in connection with the Archstone Transaction. These ventures own certain non-core Archstone assets that are held for sale and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests have an aggregate liquidation value of $79.3 million at March 31, 2014. The ventures are owned 60% by the Company and 40% by AVB.

The Company is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $127.7 million at March 31, 2014. The Company does not have any VIEs.

Archstone Acquisition

On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired interests in several joint ventures. Details of these interests follow by project:

Park Aire (formerly known as Enclave at Wellington) – This venture developed certain land parcels into a 268 unit apartment building located in Wellington, Florida. The Company has a 95% equity interest with an initial basis of $26.2 million. Total project costs are approximately $50.0 million. The Company is the managing member, was responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

East Palmetto Park – This venture was formed to ultimately develop certain land parcels into a 377 unit apartment building located in Boca Raton, Florida. The Company has a 90% equity interest with an initial basis of $20.2 million. The Company is the managing member, is responsible for constructing the project and its partner does not have substantive kick-out or participating rights. As a result, the entity is required to be consolidated on the Company's balance sheet.

Wisconsin Place – This project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The Company has a 75% equity interest with an initial basis of $198.5 million in the 432 unit residential component. The Company is the managing member, was responsible for constructing the residential project and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component of this mixed-use site is required to be consolidated on the Company's balance sheet. Such entity also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. The initial fair value of this investment is $56.5 million. The Company does not have any ownership interest in the retail and office components.

San Norterra – This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs are approximately $53.3 million and construction was partially funded with a construction loan that is guaranteed by the partner and non-recourse to the Company. The loan has a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January 6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

Waterton Tenside – This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.4 million, bears interest at 3.66% and matures December 1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

1333 Powell (formerly known as Parkside at Emeryville) – This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $16.2 million; the loan bears interest at LIBOR plus 2.25% and matures August 14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees. The partner is the managing member. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the “Residual JV”). The Residual JV owns certain non-core Archstone assets that are held for sale, such as interests in a German portfolio of apartment buildings (see Note 14 for further discussion on the German portfolio), and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $147.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.

On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the “Legacy JV”), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by Legacy JV. At March 31, 2014, the remaining preferred interests have an aggregate liquidation value of $79.3 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.

Other

In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of March 31, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $311.6 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 million.

The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These projects are now unconsolidated. Details of these projects follow:

•

Nexus Sawgrass – This development project is substantially complete. Total project costs are expected to be approximately $79.0 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $48.2 million; the loan bears interest at 5.60% and matures January 1, 2021.

•

Domain – This development project is substantially complete. Total project costs are expected to be approximately $154.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $95.0 million; the loan bears interest at 5.75% and matures January 1, 2022.

While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Company currently has no further funding obligations related to these projects.