Investment in Consolidated and Unconsolidated Entities

Consolidated Entities

During the third quarter of 2017, the Company entered into purchase agreements structured as Reverse 1031 Exchanges in order to acquire River Oaks and Kyle Marketplace. For a Reverse 1031 Exchange in which the Company purchases a new asset that is similar in nature, character, or class prior to selling the asset to be matched in the like-kind exchange (the Company refers to a new asset being acquired in the Reverse 1031 Exchange prior to the sale of the related asset as a "Parked Asset"), legal title to the Parked Asset is held by a wholly owned subsidiary of the EAT engaged to execute the Reverse 1031 Exchange until the sale transaction and the Reverse 1031 Exchange is completed. The Company, through a subsidiary, enters into a master lease agreement with the wholly owned subsidiary of the EAT whereby the EAT leases the Parked Asset and all other rights in connection with the acquisition to the Company. The master lease terminates on the earlier of (i) the date that the Parked Asset is transferred to the Company, or an affiliate, (ii) EAT transfers its ownership in the Parked Asset to the Company, or an affiliate thereof, or (iii) 180 days from the date that the asset was acquired in which title transfers to the Company. The EAT is classified as a variable interest entity ("VIE"), as defined in FASB ASC 810, Consolidation, as it does not have sufficient equity investment at risk to finance its activities without additional subordinated financial support.

River Oaks and Kyle Marketplace were deemed to be VIEs, for which the Company was deemed to be the primary beneficiary as it has the ability to direct the activities of the entities that most significantly impact economic performance and has all of the risks and rewards of ownership. Accordingly, the Company has consolidated River Oaks and Kyle Marketplace.

The following were the assets and liabilities of the consolidated VIEs. The liabilities of the VIEs are not recourse to the Company, and the assets must be used first to settle obligations of the VIEs. As of September 30, 2017, River Oaks and Kyle Marketplace were the Company's only active Reverse 1031 Exchanges.



	September 30, 2017		December 31, 2016
Net investment properties	$	167,017	$	—
Other assets	17,024		—
Total assets	184,041		—
Other liabilities	10,649		—
Total liabilities	10,649		—
Net assets	$	173,392	$	—

During the third quarter of 2017, the Company acquired The Plaza Midtown (see "Note 3. Acquired Assets"), consisting of wholly owned multi-tenant retail space, and an undivided interest in certain common elements as tenants-in-common. An undivided interest is an ownership arrangement in which two or more parties jointly own property, and title is held individually to the extent of each party’s interest. The common elements primarily consist of a parking garage adjacent to the wholly owned multi-tenant retail space. The ownership of The Plaza Midtown was deemed to not be subject to joint control, as the other tenant-in-common lacked the ability to effectively participate in the decisions that most significantly impact economic performance of The Plaza Midtown. Accordingly, the Company has applied proportionate consolidation of the common elements. The parking garage had an estimated proportionate fair value of $10,790 at the acquisition date, which has been included in land and building and other improvements of $1,963 and $8,827, respectively, on the consolidated balance sheet as of September 30, 2017.

Unconsolidated Entities

The entities listed below are owned by the Company and other unaffiliated parties in joint ventures. Net income, distributions and capital transactions for these entities are allocated to the Company and its joint venture partners in accordance with the respective partnership agreements.

The Company analyzed the joint venture agreements and determined that the joint ventures were not VIEs. The Company also considered the joint venture partners' participating rights under the joint venture agreements and determined that the joint venture partners have the ability to participate in major decisions, which equates to shared decision making. Accordingly, the Company has significant influence but does not control the joint ventures. Therefore, these joint ventures are not consolidated by the Company and the equity method of accounting is used to account for these investments. Under the equity method of accounting, the net equity investment of the Company and the Company's share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and the consolidated statements of operations and comprehensive income.



			Carrying Value of Investment as of
Entity	Description	Ownership %	September 30, 2017			December 31, 2016
IAGM Retail Fund I, LLC	Multi-tenant retail shopping centers	55%	$	128,778		$	126,090
Downtown Railyard Venture, LLC	Land development	90%	56,429			52,365
Other unconsolidated entities	Various real estate investments	Various	(111		)	273
			$	185,096		$	178,728

During the three and nine months ended September 30, 2017, the Company received a final distribution from one unconsolidated entity of $366, which reduced the Company's investment in the unconsolidated entity to zero as of September 30, 2017. No gain or loss was recognized as part of the transaction.

A gain on the sale of a joint venture for the development of a student housing community of $1,434 was recorded for the nine months ended September 30, 2016 and is included as part of net income from discontinued operations on the consolidated statements of operations and comprehensive income.

Combined Financial Information

The following tables present the combined condensed financial information for the Company's unconsolidated entities.



	September 30, 2017			December 31, 2016
Assets:
Real estate assets, net of accumulated depreciation	$	624,500		$	628,667
Other assets	77,869			71,288
Total assets	$	702,369		$	699,955
Liabilities and equity:
Mortgage debt	311,525			311,378
Other liabilities	61,487			65,225
Equity	329,357			323,352
Total liabilities and equity	$	702,369		$	699,955
Company's share of equity	$	198,044		$	192,124
Excess of the net book value, net, of underlying assets over the cost of investments (net of accumulated amortization of $2,677 and $2,229, respectively)	(12,948		)	(13,396		)
Carrying value of investments in unconsolidated entities	$	185,096		$	178,728



	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016
Revenues	$	15,543	$	15,420		$	49,307	$	52,554
Expenses:
Interest expense and loan cost amortization	3,505		3,334			10,032		9,972
Depreciation and amortization	6,234		6,325			18,848		20,992
Operating expenses, ground rent and general and administrative expenses	5,193		4,398			17,463		15,064
Total expenses	14,932		14,057			46,343		46,028
Net income	$	611	$	1,363		$	2,964	$	6,526

Company's share of net income (loss), net of excess basis depreciation of $130, $130, $390 and $390, respectively	$	648	$	(152	)	$	1,895	$	3,107
Distributions from unconsolidated entities in excess of the investments' carrying value	—		4,001			—		4,632
Equity in earnings of unconsolidated entities	$	648	$	3,849		$	1,895	$	7,739

The unconsolidated entities had total third party debt of $311,525 at September 30, 2017 that matures as follows:



Maturities during the year ended December 31,	Amount
2017	$	—
2018	203,931
2019	16,247
2020	—
2021	22,984
Thereafter	68,363
	$	311,525

Of the total outstanding debt related to assets held by the Company's unconsolidated joint ventures, approximately $23,000 is recourse to the Company and matures in 2018. It is anticipated that the joint ventures will be able to repay or refinance all of their debt on a timely basis.