Investment in Consolidated and Unconsolidated Entities

9 Months Ended

Sep. 30, 2019

Investment in Partially Owned Entities [Abstract]

Investment in Consolidated and Unconsolidated Entities

Consolidated Entities

As of September 30, 2019, the Company has no VIEs. During the fourth quarter of 2018, the Company entered into purchase agreements structured as Reverse 1031 Exchanges to acquire Sandy Plains Centre, which was the Company's only consolidated VIE as of December 31, 2018. Due to the expiration of the 180-day waiting period subsequent to December 31, 2018, the Reverse 1031 Exchange was terminated and the title of Sandy Plains Centre transferred to the Company. The liabilities of the VIE are non-recourse to the Company, and the assets must first be used to settle obligations of the VIE. The following table presents the net assets of the VIE:



	December 31, 2018
Net investment properties	$	39,634
Other assets	4,457
Total assets	44,091
Liabilities	(385		)
Net assets	$	43,706

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.



		Current Ownership %	Carrying Value of Investment as of
Entity	Description	Current Ownership %	September 30, 2019		December 31, 2018
IAGM Retail Fund I, LLC	Multi-tenant retail shopping centers	55%	$	120,050	$	126,195
Downtown Railyard Venture, LLC	Land development	—%	—		30,049
Other unconsolidated entities	Various real estate investments	Various	—		(112		)
			$	120,050	$	156,132

IAGM

On April 17, 2013, the Company entered into a joint venture, IAGM, with PGGM for the purpose of acquiring, owning, managing, supervising and disposing of retail properties and sharing in the profits and losses from those retail properties and their activities. The Company contributed 14 properties to IAGM during the year ended December 31, 2013, and treated the contribution as a partial sale under Topic 360-20, "Property, Plant and Equipment - Real Estate Sales," and deferred an aggregate gain of $15,625 as a result of the property sales into the joint venture. Through December 31, 2017, the Company was amortizing the basis adjustment over 30 years, consistent with the depreciation period of the investee's underlying assets. In accordance with the provisions of ASU No. 2017-05, full gain recognition may be required for property sales in which the Company has continuing involvement, when those gains may have been deferred under prior GAAP. As of January 1, 2018, with the adoption of ASU No. 2017-05, the Company's remaining $12,756 of the aforementioned deferred gain had been recognized through beginning distributions in excess of accumulated net income.

During the nine months ended September 30, 2019, IAGM disposed of Rockwell Plaza, a 255,000 square foot retail property, for a gross disposition price of $20,500 and recognized a provision for asset impairment of $1,443 and a loss on sale of $559. The Company's share of IAGM's provision for asset impairment was $794 and its share of the loss on sale was $307. Proceeds from the sale were used to extinguish the related $16,250 non-recourse mortgage loan.

During the three months ended September 30, 2018, IAGM recognized a provision for asset impairment of $1,405 on one retail property. During the nine months ended September 30, 2018, IAGM recognized a provision for asset impairment of $3,673 on three retail properties. During the nine months ended September 30, 2018, IAGM disposed of one retail property and recognized a loss on sale of $3,905. For the three and nine months ended September 30, 2018, the Company's share of IAGM's provision for asset impairment was $773 and $2,020, respectively, and its share of the loss on sale for the nine months ended September 30, 2018 was $2,148.

Downtown Railyard Ventures, LLC

On September 30, 2015, the Company was admitted as a member of Downtown Railyard Venture, LLC ("DRV"), which was a joint venture established for the purpose of developing and selling a land development in Sacramento, California. On June 24, 2019, the Company liquidated all interests in DRV in exchange for $30,000 of cash consideration. During the year ended December 31, 2018, the Company recorded an other-than-temporary impairment of $29,933 on DRV due to a reduction in the expected hold period, thereby reducing the investment to an estimated fair value that the Company believed would be most probable of realization if the investment was liquidated. As a result of the other-than-temporary impairment, the liquidation of interests resulted in no gain or loss being recognized on the transaction. Upon liquidation, the Company has no continuing involvement with DRV.

Combined Financial Information

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



	As of
	September 30, 2019		December 31, 2018
Assets:
Real estate assets, net of accumulated depreciation	$	427,652	$	494,583
Other assets	64,705		103,565
Total assets	$	492,357	$	598,148
Liabilities and equity:
Mortgages payable, net	256,593		272,629
Other liabilities	19,068		42,569
Equity	216,696		282,950
Total liabilities and equity	$	492,357	$	598,148

Company's share of equity	$	120,050	$	185,814
Outside basis difference (a)	—		(29,682		)
Carrying value of investments in unconsolidated entities	$	120,050	$	156,132


(a)	The outside basis difference is principally related to other-than-temporary impairment recorded in 2018 on DRV.



	Three months ended September 30,					Nine months ended September 30,
	2019		2018			2019			2018
Revenues	$	13,277	$	15,087		$	40,024		$	44,951
Expenses:
Interest expense and loan cost amortization	2,630		3,434			8,418			10,240
Depreciation and amortization	4,687		5,124			15,626			16,401
Operating and general and administrative expenses	4,919		4,766			14,030			15,774
Provision for asset impairment	—		1,405			1,443			3,673
Total expenses	12,236		14,729			39,517			46,088
Net income (loss) before sale of real estate	1,041		358			507			(1,137		)
Gain (loss) on sale of real estate	—		13			(5,540		)	(3,892		)
Net income (loss)	$	1,041	$	371		$	(5,033	)	$	(5,029	)

Company's share of net income (loss)	$	572	$	(93	)	$	(4,451	)	$	(3,069	)
Distributions from unconsolidated entities in excess of the investments' carrying value	—		50			—			274
Outside basis adjustment for investee's sale of real estate	—		—			4,403			—
Equity in earnings (losses) of unconsolidated entities	$	572	$	(43	)	$	(48	)	$	(2,795	)

The following table shows the scheduled maturities of IAGM's mortgages payable as of September 30, 2019, for the remainder of 2019, each of the next four years and thereafter.



	Maturities during the year ending December 31,
	2019		2020	2021	2022	2023	Thereafter	Total
Mortgages payable	$	—	14,872	23,150	—	180,125	40,680	$	258,827

On June 30, 2019, IAGM entered into a one year extension on a $15,103 non-recourse mortgage loan related to one retail property. The original maturity date of June 30, 2019 was extended to June 30, 2020 and a partial paydown resulted in a new balance of $14,872. As of September 30, 2019 and December 31, 2018, none of IAGM's mortgages payable are recourse to the Company. It is anticipated that the joint venture will be able to repay, refinance or extend all of its debt on a timely basis.