Unconsolidated Equity Investments | Unconsolidated Equity Investments The Company has investments in a variety of ventures. The Company will co-invest in entities that own multiple properties with various investors or with one partner. The Company may manage the ventures and collect asset and property management fees as well as incentive fees, otherwise known as profit participation, from its investment partners, or one of the other partners will manage the ventures for asset and property management fees as well as incentive fees. Depending on the structure of the venture, the Company’s voting interest may be different than its economic interest. As the Company does not control these ventures, the Company accounts for these investments under the equity method of accounting. As a result of the Merger, the Company acquired an interest in four unconsolidated entities, the Duke Joint Venture, Goodman Europe Joint Venture, Goodman UK Joint Venture, and the CBRE Strategic Partners Asia, a real estate investment fund. The Company’s equity investment in the entities was fair valued on the Merger closing date, and the difference between the historical carrying value of the net assets and the fair value has been recorded as a basis difference. The basis difference will be amortized to equity in net income from joint ventures and equity investments over the remaining weighted-average useful life of the underlying assets of each entity. As of March 31, 2016 and December 31, 2015 , the Company owned properties through unconsolidated equity investments and had investment interests in these unconsolidated entities as follows: As of March 31, 2016 As of December 31, 2015 Investment Ownership % Voting Interest % Partner Investment in Unconsolidated Equity Investment (1) Number of Properties Investment in Unconsolidated Equity Investment (1) Number of Properties Gramercy European Property Fund (2) 19.8 % 19.8 % Various $ 26,228 15 $ 23,381 12 Philips Joint Venture 25.0 % 25.0 % Various — 1 — 1 Duke Joint Venture 80.0 % 50.0 % Duke Realty 291,324 9 352,932 13 Goodman Europe Joint Venture 80.0 % 50.0 % Goodman Group 163,884 9 158,863 9 Goodman UK Joint Venture 80.0 % 50.0 % Goodman Group 38,096 3 36,698 3 CBRE Strategic Partners Asia 5.07 % 5.07 % Various 5,126 2 5,508 2 Morristown Joint Venture 50.0 % 50.0 % 21 South Street 2,611 1 2,618 1 Total $ 527,269 40 $ 580,000 41 (1) The amounts presented include basis differences of $101,236 , $38,651 and $6,140 , net of accumulated amortization, for the Duke Joint Venture, Goodman Europe Joint Venture, and Goodman UK Joint Venture, respectively, as of March 31, 2016. The amounts presented include basis differences of $136,198 , $37,371 , and $6,578 , net of accumulated amortization, for the Duke Joint Venture, Goodman Europe Joint Venture, and Goodman UK Joint Venture, respectively, as of December 31, 2015. (2) Includes European Fund Carry Co., which has a carrying value of $(7) and $0 for the Company’s 25% interest as of March 31, 2016 and December 31, 2015, respectively. The following is a summary of the Company’s unconsolidated equity investments for the three months ended March 31, 2016 : Unconsolidated Equity Investments Balance as of December 31, 2015 $ 580,000 Contributions to unconsolidated equity investments 2,471 Equity in net loss of unconsolidated equity investments, including adjustments for basis differences (2,755 ) Other comprehensive income of unconsolidated equity investments 7,576 Distributions from unconsolidated equity investments (57,368 ) Purchase price allocation adjustments (2,655 ) Balance as of March 31, 2016 $ 527,269 Gramercy European Property Fund In December 2014, the Company, along with several equity investment partners, formed Gramercy European Property Fund, a private real estate investment fund, which targets single-tenant industrial, office and specialty retail assets throughout Europe. The equity investors, including the Company, have collectively committed approximately $401,145 ( €352,500 ) in equity capital comprised of an initial commitment of approximately $287,345 ( €252,500 ), including $56,900 ( €50,000 ) from the Company and $230,445 ( €202,500 ) from its equity investment partners, plus an additional $113,800 ( €100,000 ) from certain equity investment partners, not including the Company, after the first $287,345 ( €252,500 ) has been invested. As of March 31, 2016 and December 31, 2015 , the Company contributed $28,134 ( €25,358 ) and $25,663 ( €23,160 ) to the Gramercy European Property Fund, respectively. During the three months ended March 31, 2016 and the year ended December 31, 2015 , the Gramercy European Property Fund acquired three and 12 properties, respectively, located in Germany, the Netherlands, Poland, and the United Kingdom. Philips Building The Philips Joint Venture is a fee interest in 200 Franklin Square Drive, a 199,900 square foot building located in Somerset, New Jersey which is 100% net leased to Philips Holdings, USA Inc., a wholly-owned subsidiary of Royal Philips Electronics through December 2021, or the Philips Joint Venture. The property is financed by a $40,127 fixed rate mortgage note with maturity in September 2035. The loan had an anticipated repayment date in September 2015 and, as such, distributions from the property began paying down the loan in September 2015. During the three months ended March 31, 2016 and 2015 the Company received distributions of $0 and $103 from the joint venture, respectively. Duke The Duke Joint Venture invests in industrial and office properties located throughout the United States. The Company’s investment partner, Duke Realty, acts as the managing member of the Duke Joint Venture, is entitled to receive fees in connection with the services it provides to the Duke Joint Venture, including asset management, construction, development, leasing and property management services, and is entitled to a promoted interest in the Duke Joint Venture. The Company has joint approval rights with Duke over all major policy decisions. Pursuant to the Duke Amended and Restated Operating Agreement, the Company has the right to a call option to acquire Duke’s entire interest in the Duke Joint Venture, with the value of such interest based on the opinions of qualified appraisers and which the Company can exercise upon the occurrence and adoption by resolution of certain triggering events. Additionally, the Duke Joint Venture has certain rights to participate in the development of certain adjacent and nearby parcels of land currently owned by Duke. The Company received distributions of $53,807 from the Duke Joint Venture during the three months ended March 31, 2016 . Goodman Joint Ventures The Goodman UK Joint Ventures invests in industrial properties in the United Kingdom and the Goodman Europe Joint Venture invests in industrial properties in France and Germany. The Goodman UK and Goodman Europe Joint Ventures pay certain fees to certain Goodman Group subsidiaries in connection with the services they provide to the Goodman UK and Goodman Europe Joint Ventures, including but not limited to investment advisory, development management and property management services. Goodman is entitled to a promoted interest in the Goodman UK and Goodman Europe Joint Ventures. If a deadlock has arisen pertaining to a major decision regarding a specific property, either shareholder may exercise a buy-sell option in relation to the relevant property for the Goodman UK and Goodman Europe Joint Ventures. After the initial investment period, either shareholder wishing to exit the Goodman Europe and Goodman UK Joint Venture may exercise a buy-sell option with respect to its entire interest. During the three months ended March 31, 2016 , the Company received distributions of $0 and $3,561 from the Goodman UK Joint Venture and the Goodman Europe Joint Venture, respectively. CBRE Strategic Partners Asia CBRE Strategic Partners Asia is a real estate investment fund with investments in China. CBRE Strategic Partners Asia had an eight -year original term, which began on January 31, 2008 and may be extended for up to two one -year periods with the approval of two-thirds of the limited partners. CBRE Strategic Partners Asia’s commitment period has ended; however, it may call capital to fund operations, obligations and liabilities. For the three months ended March 31, 2016 , no capital has been committed or distributed. In March 2016, the limited partners approved a one -year extension of the fund’s life. CBRE Strategic Partners Asia is managed by CBRE Investors SP Asia II, LLC, an affiliate of CBRE Global Investors. CBRE Strategic Partners Asia is not obligated to redeem the interests of any of its investors, including of the Company, prior to 2017. Except in certain limited circumstances such as transfers to affiliates or successor trustees or state agencies, the Company will not be permitted to sell its interest in CBRE Strategic Partners Asia without the prior written consent of the general partner, which the general partner may withhold in its sole discretion. Morristown On October 8, 2015, the Company contributed 50% of its interest in an office property located in Morristown, New Jersey to a joint venture the Company formed with 21 South Street, a subsidiary of Hampshire Partners Fund VIII LP. The Company sold the remaining 50% equity interest of the property to 21 South Street for gross proceeds of $2,600 . In connection with the sale, the Company, entered into a joint venture agreement for the property with 21 South Street, or the Morristown Joint Venture. In October 2015, the Morristown Joint Venture entered into a leasing and construction management agreement with Prism Construction Management, LLC to manage the construction of specific improvements at the property. The Condensed Consolidated Balance Sheets for the Company’s unconsolidated equity investments at March 31, 2016 are as follows: As of March 31, 2016 Duke Joint Venture Goodman UK Joint Venture Goodman Europe Joint Venture Gramercy European Property Fund CBRE Strategic Partners Asia Other (1) Total Assets: Real estate assets, net (2) $ 342,437 $ 41,011 $ 287,922 $ 282,178 $ 109,554 $ 50,423 $ 1,113,525 Other assets 25,138 6,122 40,106 58,861 9,337 3,390 142,954 Total assets $ 367,575 $ 47,133 $ 328,028 $ 341,039 $ 118,891 $ 53,813 $ 1,256,479 Liabilities and members’ equity: Mortgages payable $ 12,992 $ — $ 127,137 $ 170,431 $ — $ 40,127 $ 350,687 Other liabilities 6,329 1,049 5,676 38,074 13,948 3,839 68,915 Total liabilities 19,321 1,049 132,813 208,505 13,948 43,966 419,602 Gramercy Property Trust equity 291,324 38,096 163,884 26,235 5,126 2,604 527,269 Other members’ equity 56,930 7,988 31,331 106,299 99,817 7,243 309,608 Liabilities and members’ equity $ 367,575 $ 47,133 $ 328,028 $ 341,039 $ 118,891 $ 53,813 $ 1,256,479 (1) Includes Philips Joint Venture, Morristown Joint Venture, and European Fund Carry Co. (2) Includes REIT basis adjustments that were recorded by the Company to adjust the unconsolidated equity investments to fair value upon closing of the Merger. The Condensed Consolidated Balance Sheets for the Company’s unconsolidated equity investments at December 31, 2015 are as follows: As of December 31, 2015 Duke Joint Venture Goodman UK Joint Venture Goodman Europe Joint Venture Gramercy European Property Fund CBRE Strategic Partners Asia Other (1) Total Assets: Real estate assets, net (2) $ 443,313 $ 42,584 $ 276,925 $ 236,312 $ 109,554 $ 50,698 $ 1,159,386 Other assets 32,739 3,427 42,139 39,983 9,337 15,954 143,579 Total assets $ 476,052 $ 46,011 $ 319,064 $ 276,295 $ 118,891 $ 66,652 $ 1,302,965 Liabilities and members’ equity: Mortgages payable $ 56,105 $ — $ 121,350 $ 143,616 $ — $ 40,424 $ 361,495 Other liabilities 6,035 1,783 8,622 14,581 13,948 16,540 61,509 Total liabilities 62,140 1,783 129,972 158,197 13,948 56,964 423,004 Gramercy Property Trust equity 352,932 36,698 158,863 23,385 5,508 2,614 580,000 Other members’ equity 60,980 7,530 30,229 94,713 99,435 7,074 299,961 Liabilities and members’ equity $ 476,052 $ 46,011 $ 319,064 $ 276,295 $ 118,891 $ 66,652 $ 1,302,965 (1) Includes Philips Joint Venture, Morristown Joint Venture, and European Fund Carry Co. (2) Includes REIT basis adjustments that were recorded by the Company to adjust the unconsolidated equity investments to fair value upon closing of the Merger. Certain real estate assets in the Company’s unconsolidated equity investments are subject to mortgage loans. The following is a summary of the secured financing arrangements within the Company’s unconsolidated equity investments as of March 31, 2016 : Outstanding Balance (2) Property Unconsolidated Equity Investment Ownership % Interest Rate (1) Maturity Date March 31, 2016 December 31, 2015 Graben (3) Goodman Europe Joint Venture 80.0% 2.39% 7/27/2017 $ 35,392 $ 33,781 Koblenz Goodman Europe Joint Venture 80.0% 2.27% 12/12/2017 36,132 34,486 Durrholz Gramercy European Property Fund 19.8% 1.20% 3/31/2020 13,451 12,937 Venray Gramercy European Property Fund 19.8% 3.00% 12/2/2020 14,189 13,578 Bodenheim Goodman Europe Joint Venture 80.0% 3.01% 11/25/2020 12,882 12,296 Bremen Goodman Europe Joint Venture 80.0% 3.01% 11/25/2020 13,428 12,817 Lille Goodman Europe Joint Venture 80.0% 3.13% 12/17/2020 29,304 27,970 Carlisle Gramercy European Property Fund 19.8% 2.84% 2/19/2021 12,152 — Lake Forest Duke Joint Venture 80.0% 5.00% 8/1/2021 8,781 8,823 Tampa Duke Joint Venture 80.0% 5.00% 9/1/2021 4,211 4,231 Rotterdam Gramercy European Property Fund 19.8% 1.10% 12/30/2022 8,338 — Uden Gramercy European Property Fund 19.8% 1.10% 12/30/2022 9,745 9,331 Strykow Gramercy European Property Fund 19.8% 1.10% 12/30/2022 20,954 20,063 Piaseczno Gramercy European Property Fund 19.8% 1.10% 12/30/2022 8,900 8,522 Juchen Gramercy European Property Fund 19.8% 1.10% 12/30/2022 20,627 19,750 Breda Gramercy European Property Fund 19.8% 1.10% 12/30/2022 8,142 7,796 Berlin Gramercy European Property Fund 19.8% 1.10% 12/30/2022 12,307 11,783 Potsdam Gramercy European Property Fund 19.8% 1.10% 12/30/2022 9,514 9,109 Kerkade Gramercy European Property Fund 19.8% 1.10% 12/30/2022 10,529 10,081 Zaandam Gramercy European Property Fund 19.8% 1.10% 12/30/2022 12,744 12,203 Oud-Beijerland Gramercy European Property Fund 19.8% 1.10% 12/30/2022 8,838 8,463 Philips Philips Joint Venture 25.0% 6.90% 9/11/2035 40,127 40,424 Weston Pointe (4) Duke Joint Venture 80.0% N/A N/A — 43,051 Total $ 350,687 $ 361,495 (1) Represents the current interest rate as of March 31, 2016 . (2) Mortgage loans amounts are presented at 100% of the amount in the unconsolidated equity investment. (3) Represents two properties under this mortgage loan. (4) Represents four properties under this mortgage loan, which were sold during the three months ended March 31, 2016. The Condensed Consolidated Statements of Operations for the unconsolidated equity investments for the three months ended March 31, 2016 and 2015 or partial period for acquisitions or dispositions which closed during these periods, are as follows: For the Three Months Ended March 31, 2016 For the Three Months Ended March 31, 2015 Duke Joint Venture Goodman UK Joint Venture Goodman Europe Joint Venture Gramercy European Property Fund Other (1) Total Total (2) Revenues $ 10,536 $ 4,284 $ 6,121 $ 5,057 $ 301 $ 26,299 $ 959 Operating expenses 2,991 287 862 502 712 5,354 541 Acquisition expenses — — — 666 — 666 — Interest expense 436 — 923 927 729 3,015 522 Depreciation and amortization 3,729 750 2,290 2,345 333 9,447 313 Total expenses 7,156 1,037 4,075 4,440 1,774 18,482 1,376 Net income (loss) from operations 3,380 3,247 2,046 617 (1,473 ) 7,817 (417 ) Loss on derivatives — — — (3,814 ) — (3,814 ) — Loss on extinguishment of debt (7,962 ) — — — — (7,962 ) Net gain on disposals 38,535 — — — — 38,535 — Provision for taxes — — — (315 ) — (315 ) — Net income (loss) $ 33,953 $ 3,247 $ 2,046 $ (3,512 ) $ (1,473 ) $ 34,261 $ (417 ) Company’s share in net income (loss) $ 27,162 $ 2,597 $ 1,637 $ (695 ) $ (79 ) $ 30,622 (1 ) Adjustments for REIT basis (32,621 ) (270 ) (486 ) — — (33,377 ) — Company’s equity in net income (loss) within continuing operations $ (5,459 ) $ 2,327 $ 1,151 $ (695 ) $ (79 ) $ (2,755 ) $ (1 ) (1) Includes Philips Joint Venture, Morristown Joint Venture, European Fund Carry Co., and CBRE Strategic Partners Asia. (2) Represents the Gramercy European Property Fund and the Philips Joint Venture. |