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VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES
12 Months Ended
Dec. 31, 2017
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES  
VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES

 

NOTE 7—VARIABLE INTEREST ENTITIES, CONTINGENT LIABILITIES AND CONSOLIDATED JOINT VENTURES

Variable Interest Entities—Ground Leases

        The Company determined that with respect to the properties identified in the table below, it has a variable interest through its ground leases and the three owner/operators (which are affiliated with one another) are VIEs because their equity investment at risk is insufficient to finance its activities without additional subordinated financial support. The Company further determined that it is not the primary beneficiary of any of these VIEs because the Company has shared power over certain activities that most significantly impact the owner/operator's economic performance (i.e., shared rights on the sale of the property) and therefore, does not consolidate these VIEs for financial statement purposes. Accordingly, the Company accounts for these investments as land and the revenues from the ground leases as Rental income, net. Such rental income amounted to $3,702,000, $2,361,000 and $1,280,000 during 2017, 2016 and 2015, respectively. Included in these amounts is rental income for a similarly structured transaction for a property located in Sandy Springs, Georgia, amounting to $308,000 and $419,000 during 2016 and 2015, respectively, which the Company sold in June 2016 (see Note 5).

        The following chart details the Company's VIEs through its ground leases and the aggregate carrying amount and maximum exposure to loss as of December 31, 2017 (dollars in thousands):

                                                                                                                                                                                    

Description of Property(a)

 

Date Acquired

 

Land
Contract
Purchase
Price

 

# Units
in
Apartment
Complex

 

Owner/
Operator
Mortgage from
Third Party(b)

 

Type of
Exposure

 

Carrying
Amount
and Maximum
Exposure to Loss

 

The Meadows Apartments,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lakemoor, Illinois

 

March 24, 2015

 

$

9,300

 

 

496

 

$

51,380

(c)

Land

 

$

9,592

 

The Briarbrook Village Apartments,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wheaton, Illinois

 

August 2, 2016

 

 

10,530

 

 

342

 

 

39,411

 

Land

 

 

10,536

 

The Vue Apartments,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beachwood, Ohio

 

August 16, 2016

 

 

13,896

 

 

348

 

 

67,444

 

Land

 

 

13,901

 

​  

​  

​  

​  

​  

​  

​  

​  

Totals

 

 

 

$

33,726

 

 

1,186

 

$

158,235

 

 

 

$

34,029

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


 

 

 

 

(a)          

Simultaneously with each purchase, the Company entered into a triple net ground lease with affiliates of Strategic Properties of North America, the owner/operators of these properties.

(b)          

Simultaneously with the closing of each acquisition, the owner/operator obtained a mortgage from a third party which, together with the Company's purchase of the land, provided substantially all of the funds to acquire the complex. The Company provided its land as collateral for the respective owner/operator's mortgage loans; accordingly, each land position is subordinated to the applicable mortgage. No other financial support has been provided by the Company to the owner/operator.

(c)          

In November 2017, the owner/operator closed on a $7,556 supplemental mortgage (the original mortgage was for $43,824). In connection therewith, the Company agreed to subordinate its fee interest to this second mortgage in exchange for a payment by the owner/operator to the Company of $5,906 as a fixed rent payment which was recorded as deferred income and will be included in rental income over the term of the lease.

        Pursuant to the terms of the ground lease for the Wheaton, Illinois property, the owner/operator is obligated to make certain unit renovations as and when units become vacant. Cash reserves to cover such renovation work, received by the Company in conjunction with the purchase of the property, are disbursed when the unit renovations are completed. The related cash reserve balance for this property was $443,000 and $643,000 at December 31, 2017 and 2016, respectively, and is classified as Restricted cash on the consolidated balance sheets.

Variable Interest Entities—Consolidated Joint Ventures

        With respect to the six consolidated joint ventures in which the Company holds between an 85% to 95% interest, the Company has determined that such ventures are VIEs because the non-controlling interests do not hold substantive kick-out or participating rights.

        In each of these six joint ventures, the Company has determined it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact each joint venture's performance including management, approval of expenditures, and the obligation to absorb the losses or rights to receive benefits. Accordingly, the Company has consolidated the operations of these joint ventures for financial statement purposes. The joint ventures' creditors do not have recourse to the assets of the Company other than those held by these joint ventures.

        The following is a summary of the consolidated VIEs' carrying amounts and classification in the Company's consolidated balance sheets, none of which are restricted (amounts in thousands):

                                                                                                                                                                                    

 

 

December 31,

 

 

 

2017

    

2016

 

Land

 

$

 17,844

 

$

 17,844

 

Buildings and improvements, net of accumulated depreciation of $3,811 and $2,732, respectively

 

 

31,789

 

 

32,535

 

Cash

 

 

1,145

 

 

1,796

 

Unbilled rent receivable

 

 

1,011

 

 

775

 

Unamortized intangible lease assets, net

 

 

1,241

 

 

1,595

 

Escrow, deposits and other assets and receivables

 

 

948

 

 

1,355

 

Mortgages payable, net of unamortized deferred financing costs of $442 and $539, respectively

 

 

32,252

 

 

33,121

 

Accrued expenses and other liabilities

 

 

870

 

 

893

 

Unamortized intangible lease liabilities, net

 

 

2,015

 

 

2,200

 

Accumulated other comprehensive loss

 

 

(1

)

 

(70

)

Non-controlling interests in consolidated joint ventures

 

 

1,742

 

 

1,794

 

        At December 31, 2017 and 2016, MCB Real Estate, LLC and its affiliates ("MCB") are the Company's joint venture partner in four consolidated joint ventures in which the Company has aggregate equity investments of approximately $9,705,000 and $10,522,000, respectively. The Company's equity investment in its two other consolidated joint ventures is approximately $7,395,000 and $7,440,000 at December 31, 2017 and 2016, respectively.

        In October 2016, the Company purchased MCB's 5% interest in a consolidated joint venture that owns a property in Deptford, New Jersey and obtained 100% ownership. The $436,000 difference between the purchase price paid of $446,000 and the non-controlling interest's share of the net assets of the property was accounted for as a reduction to paid-in capital.

        Distributions to each joint venture partner are determined pursuant to the applicable operating agreement and may not be pro rata to the equity interest each partner has in the applicable venture.