| Investments In Unconsolidated Joint Ventures |
4. Investments in Unconsolidated Joint Ventures The investments in unconsolidated joint ventures consist of the following at September 30, 2014: | | | | | | | | | | | | | | Entity | | Properties | | Nominal % Ownership | | | | Carrying Value of Investment | | | | | | | | | | (in thousands) | | Square 407 Limited Partnership | | Market Square North | | 50.0 | % | | | | $ | (8,540 | ) | | The Metropolitan Square Associates LLC | | Metropolitan Square | | 51.0 | % | | | | 8,343 |
| | BP/CRF 901 New York Avenue LLC | | 901 New York Avenue | | 25.0 | % | | (1) | | (1,436 | ) | | WP Project Developer LLC | | Wisconsin Place Land and Infrastructure | | 33.3 | % | | (2) | | 46,011 |
| | Annapolis Junction NFM, LLC | | Annapolis Junction | | 50.0 | % | | (3) | | 24,484 |
| | 2 GCT Venture LLC | | N/A | | 60.0 | % | | (4) | | 424 |
| | 540 Madison Venture LLC | | 540 Madison Avenue | | 60.0 | % | | | | 70,418 |
| | 500 North Capitol LLC | | 500 North Capitol Street, NW | | 30.0 | % | | | | (1,467 | ) | | 501 K Street LLC | | 501 K Street | | 50.0 | % | | (5) | | 41,912 |
| | | | | | | | | | $ | 180,149 |
| |
_______________ | | (1) | The Company’s economic ownership has increased based on the achievement of certain return thresholds. |
| | (2) | The Company’s wholly-owned entity that owns the office component of the project also owns a 33.3% interest in the entity owning the land, parking garage and infrastructure of the project. |
| | (3) | The joint venture owns two in-service buildings, two buildings under construction and two undeveloped land parcels. |
| | (4) | Two Grand Central Tower was sold on October 25, 2011. |
| | (5) | Under the joint venture agreement, the partner will be entitled to up to two additional payments from the venture based on increases in total square footage of the project above 520,000 square feet and achieving certain project returns at stabilization. |
Certain of the Company’s unconsolidated joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners. The combined summarized balance sheets of the Company's unconsolidated joint ventures are as follows: | | | | | | | | | | September 30,
2014 | | December 31,
2013 | | (in thousands) | ASSETS | | | | Real estate and development in process, net | $ | 1,014,663 |
| | $ | 924,297 |
| Other assets | 182,905 |
| | 163,149 |
| Total assets | $ | 1,197,568 |
| | $ | 1,087,446 |
| LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY | | | | Mortgage and notes payable | $ | 753,692 |
| | $ | 749,732 |
| Other liabilities | 23,180 |
| | 28,830 |
| Members’/Partners’ equity | 420,696 |
| | 308,884 |
| Total liabilities and members’/partners’ equity | $ | 1,197,568 |
| | $ | 1,087,446 |
| Company’s share of equity | $ | 208,125 |
| | $ | 154,726 |
| Basis differentials (1) | (27,976 | ) | | (28,642 | ) | Carrying value of the Company’s investments in unconsolidated joint ventures | $ | 180,149 |
| | $ | 126,084 |
|
_______________ | | (1) | This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from impairment of investments and upon the transfer of assets that were previously owned by the Company into a joint venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. |
The combined summarized statements of operations of the Company's unconsolidated joint ventures are as follows: | | | | | | | | | | | | | | | | | | For the three months ended September 30, | | For the nine months ended September 30, | | 2014 | | 2013 | | 2014 | | 2013 | | (in thousands) | Total revenue (1) | $ | 41,958 |
| | $ | 37,983 |
| | $ | 118,429 |
| | $ | 273,464 |
| Expenses | | | | | | | | Operating | 15,516 |
| | 14,963 |
| | 46,441 |
| | 89,826 |
| Depreciation and amortization | 9,429 |
| | 9,784 |
| | 27,688 |
| | 76,202 |
| Total expenses | 24,945 |
| | 24,747 |
| | 74,129 |
| | 166,028 |
| Operating income | 17,013 |
| | 13,236 |
| | 44,300 |
| | 107,436 |
| Other expense | | | | | | | | Interest expense | 7,950 |
| | 8,148 |
| | 23,946 |
| | 104,436 |
| Losses from early extinguishment of debt | — |
| | — |
| | — |
| | 1,677 |
| Income from continuing operations | 9,063 |
| | 5,088 |
| | 20,354 |
| | 1,323 |
| Gains on sales of real estate | — |
| | 12,441 |
| | — |
| | 14,207 |
| Net income | $ | 9,063 |
| | $ | 17,529 |
| | $ | 20,354 |
| | $ | 15,530 |
| | | | | | | | | Company’s share of net income | $ | 4,200 |
| | $ | 3,149 |
| | $ | 9,403 |
| | $ | 1,974 |
| Gains on sales of real estate | — |
| | 11,174 |
| | — |
| | 54,501 |
| Basis differential | 219 |
| | 413 |
| | 666 |
| | (1,213 | ) | Elimination of inter-entity interest on partner loan | — |
| | — |
| | — |
| | 16,978 |
| Income from unconsolidated joint ventures | $ | 4,419 |
| | $ | 14,736 |
| | $ | 10,069 |
| | $ | 72,240 |
| | | | | | | | | Gains on consolidation of joint ventures | $ | — |
| | $ | (1,810 | ) | | $ | — |
| | $ | 385,991 |
|
_______________ | | (1) | Includes straight-line rent adjustments of $0.2 million and $0.6 million for the three months ended September 30, 2014 and 2013, respectively, and $1.1 million and $7.6 million for the nine months ended September 30, 2014 and 2013, respectively. Includes net below-market rent adjustments of $(0.1) million and $(0.1) million for the three months ended September 30, 2014 and 2013, respectively, and $(0.1) million and $33.9 million for the nine months ended September 30, 2014 and 2013, respectively. |
On April 10, 2014, the Company entered into a joint venture with an unrelated third party to acquire a parcel of land located at 501 K Street in Washington, DC. The Company anticipates the land parcel will accommodate an approximate 520,000 square foot Class A office property to be developed in the future. The joint venture partner contributed the land for a 50% interest in the joint venture and the Company contributed cash of approximately $39.0 million for its 50% interest. Under the joint venture agreement, the partner will be entitled to up to two additional payments from the venture based on increases in total square footage of the project above 520,000 square feet and achieving certain project returns at stabilization. On April 30, 2014, the Company's partner in its Annapolis Junction joint venture contributed a parcel of land and improvements and the Company contributed cash of approximately $5.4 million to the joint venture. The Company has a 50% interest in this joint venture. The joint venture has commenced construction of Annapolis Junction Building Eight, which when completed will consist of a Class A office property with approximately 125,000 net rentable square feet located in Annapolis, Maryland. In addition, on June 23, 2014, the joint venture obtained construction financing collateralized by the development project totaling $26.0 million. The construction financing bears interest at a variable rate equal to LIBOR plus 1.50% per annum and matures on June 23, 2017, with two, one-year extension options, subject to certain conditions. |