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Investments in and Advances to Unconsolidated Affiliates
3 Months Ended
Mar. 31, 2021
Equity Method Investments And Joint Ventures [Abstract]  
Investments in and Advances to Unconsolidated Affiliates

4. 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):

 

 

 

 

 

Ownership Interest

 

 

March 31,

 

 

December 31,

 

Portfolio

 

Property

 

March 31, 2021

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core:

 

840 N. Michigan (a)

 

88.43%

 

 

$

54,924

 

 

$

55,863

 

 

 

Renaissance Portfolio

 

20%

 

 

 

28,742

 

 

 

29,270

 

 

 

Gotham Plaza

 

49%

 

 

 

28,589

 

 

 

28,683

 

 

 

Georgetown Portfolio

 

50%

 

 

 

3,870

 

 

 

4,624

 

 

 

1238 Wisconsin Avenue

 

80%

 

 

 

3,008

 

 

 

2,571

 

 

 

 

 

 

 

 

 

 

119,133

 

 

 

121,011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mervyns I & II:

 

KLA/ABS (b)

 

36.7%

 

 

 

78,526

 

 

 

72,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund III:

 

Self Storage Management (c)

 

95%

 

 

 

207

 

 

 

207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund IV:

 

Fund IV Other Portfolio

 

98.57%

 

 

 

12,394

 

 

 

11,719

 

 

 

650 Bald Hill Road

 

90%

 

 

 

12,532

 

 

 

12,550

 

 

 

 

 

 

 

 

 

 

24,926

 

 

 

24,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fund V:

 

Family Center at Riverdale (a)

 

89.42%

 

 

 

12,679

 

 

 

11,824

 

 

 

Tri-City Plaza

 

90%

 

 

 

7,309

 

 

 

7,024

 

 

 

Frederick County Acquisitions

 

90%

 

 

 

10,647

 

 

 

10,837

 

 

 

 

 

 

 

 

 

 

30,635

 

 

 

29,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Various:

 

Due from (to) Related Parties

 

 

 

 

 

 

290

 

 

 

363

 

 

 

Other (d)

 

 

 

 

 

 

2,615

 

 

 

1,881

 

 

 

Investments in and advances to

unconsolidated affiliates

 

 

 

 

 

$

256,332

 

 

$

249,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core:

 

Crossroads (e)

 

49%

 

 

$

15,272

 

 

$

15,616

 

 

 

Distributions in excess of income from,

and investments in, unconsolidated affiliates

 

 

 

 

 

$

15,272

 

 

$

15,616

 

 

 

(a)

Represents a tenancy-in-common interest.

 

(b)

Includes an interest in Albertsons (at fair value, as described below) (Note 8).

 

(c)

Represents a variable interest entity for which the Company was determined not to be the primary beneficiary.

 

(d)

Includes cost-method investments in Storage Post, Fifth Wall and other investments.

 

(e)

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

Core Portfolio

Acquisition of Unconsolidated Investments

On August 8, 2019, the Company invested $1.8 million in Fifth Wall Ventures Retail Fund, L.P. (“Fifth Wall”) Subsequent to its initial investment, the Company invested a total of $1.1 million through March 31, 2021. The Company accounts for its interest at cost less impairment given its ownership is less than five percent and the Company has no influence over the partnership’s operating and financial policies. During

the fourth quarter of 2020, the Company impaired $0.4 million of this investment (Note 8) reflecting management’s estimate of fair value at that date. At March 31, 2021, the Company’s investment was $2.5 million.

Town Center

On April 1, 2020, the Company exchanged the remaining $38.7 million of Brandywine Notes Receivable (Note 3), plus accrued interest of $2.0 million for the remaining 24.78% interest in Town Center, thereby obtaining a 100% controlling interest in the property. The property was then consolidated (Note 2) and the Company recorded the remaining interest in the property investment at the carrying value of the notes.

Fund Investments

Albertsons

During 2006, as part of a series of investments with a consortium of other investors known as the “RCP Venture”, Mervyns II acquired an indirect interest in Albertsons Companies, Inc. a private chain of grocery stores (“Albertsons”) through two 36.67% owned entities (KLA A Investments, LLC and ABS Opportunities, LLC, “KLA/ABS”). Its investment (the “Investment in Albertsons”) has been accounted for under the cost method as Mervyns II has no influence over operating and financial policies of KLA/ABS. Subsequent to the initial investment in 2006, Mervyns II received distributions from its Investment in Albertsons in excess of its initial contribution, which has been recognized in earnings. During the second and fourth quarters of 2020, Mervyns II realized gains of approximately $22.8 million and $0.4 million, respectively, from its Investment in Albertsons. The realized gains during the second quarter of 2020 resulted from the issuance and distribution of proceeds from a preferred equity investment and a sale of a portion of its investment in an initial public offering of Albertsons, both of which occurred in June 2020. Following these transactions, Mervyns II has retained an effective indirect ownership of approximately 4.1 million shares (approximately 1% interest) through its Investment in Albertsons, which it has accounted for at fair value following the initial public offering given the readily determinable fair value, resulting in an unrealized gain of approximately $64.9 million during the second quarter of 2020. During the year ended December 31, 2020, the Company recorded an additional net unrealized holding gain of $7.5 million reflecting the change in fair value of its Investment in Albertsons. During the three months ended March 31, 2021, Mervyns II realized gains of $0.4 million related to distributions from its Investment in Albertsons and recorded an additional net unrealized holding gain of $6.1 million reflecting the change in fair value of its Investment in Albertsons. The Company has reflected both the realized and net unrealized gain as Realized and unrealized holding gains on investments and other within its consolidated statements of operations. The Company has an effective ownership interest of 28.33% in Mervyns II.

Broughton Street Portfolio

On May 26, 2020, pursuant to the buy-sell provisions of the operating agreement of the Broughton Street Portfolio, Fund IV acquired all of the third-party equity of BSP II, which underlies two properties within Broughton Street Portfolio, for $1.3 million. These two BSP II properties were consolidated during the second quarter of 2020.

Fees from Unconsolidated Affiliates

The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $0.1 million for each of the three months ended March 31, 2021 and 2020, which are included in other revenues in the consolidated statements of operations.

In addition, the Company paid to certain unaffiliated partners of its joint ventures, $0.4 million and $1.0 million for the three months ended March 31, 2021 and 2020, 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 operations, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates that were held as of December 31, 2020, and accordingly exclude the results of any investments disposed of or consolidated prior to that date (in thousands):

 

 

 

March 31,

2021

 

 

December 31,

2020

 

Combined and Condensed Balance Sheets

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

Rental property, net

 

$

552,262

 

 

$

563,997

 

Real estate under development

 

 

15,907

 

 

 

14,517

 

Other assets

 

 

64,358

 

 

 

61,969

 

Total assets

 

$

632,527

 

 

$

640,483

 

Liabilities and partners’ equity:

 

 

 

 

 

 

 

 

Mortgage notes payable

 

$

505,245

 

 

$

512,490

 

Other liabilities

 

 

75,268

 

 

 

74,872

 

Partners’ equity

 

 

52,014

 

 

 

53,121

 

Total liabilities and partners’ equity

 

$

632,527

 

 

$

640,483

 

 

 

 

 

 

 

 

 

 

Company's share of accumulated equity

 

$

100,729

 

 

$

100,767

 

Basis differential

 

 

54,582

 

 

 

55,017

 

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

 

 

4,111

 

 

 

3,565

 

Amounts receivable/payable by the Company

 

 

290

 

 

 

363

 

Investments in and advances to unconsolidated affiliates, net of Company's

   share of distributions in excess of income from and investments in

   unconsolidated affiliates

 

 

159,712

 

 

 

159,712

 

Investments carried at fair value or cost

 

 

81,348

 

 

 

74,479

 

Company's share of distributions in excess of income from and

   investments in unconsolidated affiliates

 

 

15,272

 

 

 

15,616

 

Investments in and advances to unconsolidated affiliates

 

$

256,332

 

 

$

249,807

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Combined and Condensed Statements of Operations

 

 

 

 

 

 

 

 

Total revenues

 

$

17,281

 

 

$

19,496

 

Operating and other expenses

 

 

(6,219

)

 

 

(6,579

)

Interest expense

 

 

(4,822

)

 

 

(5,256

)

Depreciation and amortization

 

 

(8,801

)

 

 

(6,360

)

Gain on disposition of properties (a)

 

 

3,206

 

 

 

 

Net income attributable to unconsolidated affiliates

 

$

645

 

 

$

1,301

 

 

 

 

 

 

 

 

 

 

Company’s share of equity in net income of unconsolidated affiliates

 

$

2,699

 

 

$

334

 

Basis differential amortization

 

 

(436

)

 

 

(324

)

Company’s equity in earnings of unconsolidated affiliates

 

$

2,263

 

 

$

10

 

 

 

(a)

Represents the gain on the sale of two land parcels by the Family Center at Riverdale on January 4, 2021.