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 JV, Goodman Europe JV, Goodman UK JV, 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 June 30, 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 June 30, 2016 As of June 30, 2016 As of December 31, 2015 Investment Ownership % Voting Interest % Partner Investment in Unconsolidated Equity Investment (1) No. of Properties Investment in Unconsolidated Equity Investment (1) No. of Properties Gramercy European Property Fund (2), (3) 14.2 % 14.2 % Various $ 52,056 21 $ 23,381 12 Philips JV 25.0 % 25.0 % Various — 1 — 1 Duke JV 80.0 % 50.0 % Duke Realty 41,133 1 352,932 13 Goodman Europe JV (3) 5.1 % 5.1 % Gramercy European Property Fund 8,918 9 158,863 9 Goodman UK JV 80.0 % 50.0 % Goodman Group 35,361 3 36,698 3 CBRE Strategic Partners Asia 5.07 % 5.07 % Various 5,162 2 5,508 2 Morristown JV 50.0 % 50.0 % 21 South Street 2,622 1 2,618 1 Total $ 145,252 38 $ 580,000 41 (1) The amounts presented include basis differences of $3,707 , $2,562 and $5,684 , net of accumulated amortization, for the Duke JV, Goodman Europe JV, and Goodman UK JV, respectively, as of June 30, 2016 . The amounts presented include basis differences of $136,198 , $37,371 , and $6,578 , net of accumulated amortization, for the Duke JV, Goodman Europe JV, and Goodman UK JV, respectively, as of December 31, 2015. (2) Includes European Fund Carry Co., which has a carrying value of $12 and $0 for the Company’s 25.0% interest as of June 30, 2016 and December 31, 2015, respectively. (3) As of June 30, 2016, the Company has a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest of Goodman Europe JV through its 14.2% interest in the Gramercy European Property Fund. The following is a summary of the Company’s unconsolidated equity investments for the six months ended June 30, 2016 : Unconsolidated Equity Investments Balance as of December 31, 2015 $ 580,000 Contributions to unconsolidated equity investments 30,247 Equity in net loss of unconsolidated equity investments, including adjustments for basis differences (2,923 ) Other comprehensive loss of unconsolidated equity investments (689 ) Distributions from unconsolidated equity investments (1) (324,197 ) Purchase price allocation adjustments 2,865 Gains on sale and dissolution of unconsolidated equity investment interests 12,570 Sale of unconsolidated equity investments (148,884 ) Reclassification of accumulated foreign currency translation adjustments due to disposal $ (3,737 ) Balance as of June 30, 2016 $ 145,252 (1) Includes the fair value of the seven properties of $276,100 distributed by the Duke JV to the Company. Gramercy European Property Fund In December 2014, the Company, along with several equity investment partners, formed the Gramercy European Property Fund, a private real estate investment fund, which targets single-tenant industrial, office and specialty retail assets throughout Europe. Since inception, the equity investors, including the Company, have collectively committed and funded $395,213 ( €352,500 ) in equity capital to the Gramercy European Property Fund. As of June 30, 2016, the commitments of all equity investors to the Gramercy European Property Fund, including the Company, have been fully funded. On May 31, 2016, the Gramercy European Property Fund acquired the Goodman Group’s 20.0% interest in the Goodman Europe JV for a total purchase price of $47,633 ( €42,766 ). On June 30, 2016, the Gramercy European Property Fund acquired 74.9% of the Company’s 80.0% interest in the Goodman Europe JV for a total purchase price of $148,884 ( €134,336 ). As of June 30, 2016, the Gramercy European Property Fund owns 94.9% of the Goodman Europe JV, which holds nine properties located in Germany and France. As of June 30, 2016 and December 31, 2015 , the Company contributed $55,892 ( €50,000 ) and $25,663 ( €23,160 ) to the Gramercy European Property Fund, respectively. During the six months ended June 30, 2016 and the year ended December 31, 2015 , the Gramercy European Property Fund acquired nine and 12 properties, respectively, located in Germany, the Netherlands, Poland, and the United Kingdom. Refer to Note 8 for additional information on the equity transactions related to the Gramercy European Property Fund and the Goodman Europe JV. Philips JV The Philips JV is a fee interest in 200 Franklin Square Drive, a 199,900 square foot building located in Somerset, New Jersey which is 100.0% net leased to Philips Holdings, USA Inc., a wholly-owned subsidiary of Royal Philips Electronics through December 2021. The property is financed by a $40,364 fixed rate mortgage loan with maturity in September 2035. The loan had an anticipated repayment date in September 2015 and, as such, excess cash flow at the property began paying down the loan in September 2015. During the three and six months ended June 30, 2016 , the Company did not receive any distributions from the joint venture. During the three and six months ended June, 30, 2015 the Company received distributions of $103 and $206 , respectively, from the joint venture. Duke JV The Duke JV invested in industrial and office properties located throughout the United States. The Company’s investment partner, Duke Realty Corporation, or Duke, acted as the managing member of the Duke JV, was entitled to receive fees in connection with the services it provides to the Duke JV, including asset management, construction, development, leasing and property management services, and was entitled to a promoted interest in the Duke JV. The Company had joint approval rights with Duke over all major policy decisions. In June 2016, the Company and Duke entered into a Dissolution and Liquidation Agreement, or the Dissolution Agreement. On June 30, 2016, pursuant to the Dissolution Agreement, the Duke JV distributed seven of its properties to the Company and one of its properties and $2,760 to Duke. As a result of the distributions, the Company recorded a gain of $7,229 for the three and six months ended June 30, 2016. As of June 30, 2016, the Duke JV had one property, which was sold in July 2016 and as a result of this sale, the Company received a final distribution of $41,060 from the Duke JV. During the three and six months ended June 30, 2016 , the Company received cash distributions of $0 and $53,807 from the Duke JV. Goodman JV The Goodman UK JV invests in industrial properties in the United Kingdom and the Goodman Europe JV invests in industrial properties in France and Germany. As noted above, during the second quarter of 2016, the Gramercy European Property Fund acquired the Goodman Group’s 20.0% interest in the Goodman Europe JV and acquired 74.9% of the Company’s 80.0% interest in the Goodman Europe JV. As of June 30, 2016, the Company has a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that is held through the Company’s 14.2% interest in the Gramercy European Property Fund. Pursuant to the Goodman UK JV shareholder agreement, if a deadlock arises 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 JV. Additionally, after the initial investment period, either shareholder wishing to exit the Goodman UK JV may exercise a buy-sell option with respect to its entire interest. The Goodman UK JV pays certain fees to certain Goodman Group subsidiaries in connection with the services they provide to the Goodman UK JV, including but not limited to investment advisory, development management and property management services. The Goodman Group is also entitled to a promoted interest in the Goodman UK JV. As a result of the Gramercy European Property Fund’s acquisition of the Goodman Group’s 20.0% interest in the Goodman Europe JV, the Goodman Europe JV shareholder agreement, which previously had the same terms as that of the Goodman UK JV, was amended. In the amended Goodman Europe JV shareholder agreement, control is shared among joint venture partners based on ownership interest. Following the sale transaction, the Company has a cumulative continuing 5.1% interest in the Goodman Europe JV, through its direct 5.1% ownership interest in addition to its indirect ownership interest of 14.2% in the Gramercy European Property Fund which owns 94.9% of the Goodman Europe JV. Due to its continuing equity interest, the Company maintains significant influence in the Goodman Europe JV, and as a result of both of these factors, the Company continues to account for its outstanding interest in the joint venture using the equity method. Pursuant to the amended Goodman Europe JV shareholder agreement, the Goodman Europe JV pays accounting and property management fees to certain Goodman Group subsidiaries and pays investment advisory and other management-related fees to the Gramercy European Property Fund in connection with the services these entities provide to the Goodman Europe JV. During the three months and six months ended June 30, 2016 , the Company received distributions of $3,814 and $7,375 , respectively, from the Goodman Europe JV. During the three and six months ended June 30, 2016 , the Company did not receive any distributions from the Goodman UK JV. 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 and six months ended June 30, 2016 , the Company has not committed any capital nor received any distributions. 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, 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 JV On October 8, 2015, the Company contributed 50.0% 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. In connection with the contribution, the Company entered into a joint venture agreement for a 50.0% equity interest in the property with 21 South Street, or the Morristown JV. The Company sold the remaining 50.0% equity interest of the property to 21 South Street for gross proceeds of $2,600 . In October 2015, the Morristown JV 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 June 30, 2016 are as follows: As of June 30, 2016 Gramercy European Property Fund (1) Goodman Europe JV Gramercy European Property Fund, excluding legacy Goodman Europe JV Total Goodman UK JV Duke JV CBRE Strategic Partners Asia Other (2) Total Assets: Real estate assets, net (3) $ 306,922 $ 321,234 $ 628,156 $ 37,805 $ 47,386 $ 110,927 $ 50,136 $ 874,410 Other assets 34,900 74,255 109,155 6,211 7,907 8,901 3,430 135,604 Total assets $ 341,822 $ 395,489 $ 737,311 $ 44,016 $ 55,293 $ 119,828 $ 53,566 $ 1,010,014 Liabilities and members’ equity: Mortgages payable $ 135,177 $ 188,469 $ 323,646 $ — $ — $ — $ 39,688 $ 363,334 Other liabilities 7,026 20,846 27,872 1,235 5,026 14,149 4,186 52,468 Total liabilities 142,203 209,315 351,518 1,235 5,026 14,149 43,874 415,802 Gramercy Property Trust equity 32,524 28,438 60,962 35,361 41,133 5,162 2,634 145,252 Other members’ equity 167,095 157,736 324,831 7,420 9,134 100,517 7,058 448,960 Liabilities and members’ equity $ 341,822 $ 395,489 $ 737,311 $ 44,016 $ 55,293 $ 119,828 $ 53,566 $ 1,010,014 (1) As of June 30, 2016 , the Company has a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that is held through the Company’s 14.2% interest in the Gramercy European Property Fund. (2) Includes the Philips JV, the Morristown JV, and European Fund Carry Co. (3) Includes 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 Goodman Europe JV Gramercy European Property Fund Goodman UK JV Duke JV CBRE Strategic Partners Asia Other (1) Total Assets: Real estate assets, net (2) $ 276,925 $ 236,312 $ 42,584 $ 443,313 $ 109,554 $ 50,698 $ 1,159,386 Other assets 42,139 39,983 3,427 32,739 9,337 15,954 143,579 Total assets $ 319,064 $ 276,295 $ 46,011 $ 476,052 $ 118,891 $ 66,652 $ 1,302,965 Liabilities and members’ equity: Mortgages payable $ 121,350 $ 143,616 $ — $ 56,105 $ — $ 40,424 $ 361,495 Other liabilities 8,622 14,581 1,783 6,035 13,948 16,540 61,509 Total liabilities 129,972 158,197 1,783 62,140 13,948 56,964 423,004 Gramercy Property Trust equity 158,863 23,385 36,698 352,932 5,508 2,614 580,000 Other members’ equity 30,229 94,713 7,530 60,980 99,435 7,074 299,961 Liabilities and members’ equity $ 319,064 $ 276,295 $ 46,011 $ 476,052 $ 118,891 $ 66,652 $ 1,302,965 (1) Includes the Philips JV, the Morristown JV, and European Fund Carry Co. (2) Includes 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 June 30, 2016 : Outstanding Balance (2) Property Unconsolidated Equity Investment Economic Ownership % Interest Rate (1) Maturity Date June 30, 2016 December 31, 2015 Graben, Germany (3) Goodman Europe JV 18.6% (4) 2.39% 7/27/2017 $ 35,967 $ 33,781 Koblenz Germany Goodman Europe JV 18.6% (4) 2.27% 12/12/2017 36,968 34,486 Durrholz, Germany Gramercy European Property Fund 14.2% 1.52% 3/31/2020 13,120 12,937 Venray, Germany Gramercy European Property Fund 14.2% 3.32% 12/2/2020 13,806 13,578 Bremen, Germany Goodman Europe JV 18.6% (4) 3.01% 11/25/2020 14,973 12,817 Bodenheim, Germany Goodman Europe JV 18.6% (4) 3.01% 11/25/2020 14,366 12,296 Lille, France Goodman Europe JV 18.6% (4) 3.13% 12/17/2020 32,898 27,970 Carlisle, United Kingdom Gramercy European Property Fund 14.2% 3.32% 2/19/2021 11,264 — Breda, Netherlands Gramercy European Property Fund 14.2% 1.74% 12/30/2022 10,585 7,796 Fredersdorf, Germany Gramercy European Property Fund 14.2% 2.03% 12/30/2022 11,966 11,783 Frechen, Germany Gramercy European Property Fund 14.2% 1.44% 12/30/2022 6,437 — Friedrichspark, Germany Gramercy European Property Fund 14.2% 2.03% 12/30/2022 9,250 9,109 Juechen, Germany Gramercy European Property Fund 14.2% 1.84% 12/30/2022 20,057 19,750 Kerkrade, Netherlands Gramercy European Property Fund 14.2% 2.03% 12/30/2022 10,237 10,081 Oud Beijerland, Netherlands Gramercy European Property Fund 18.6% 2.04% 12/30/2022 8,594 8,463 Piaseczno, Poland Gramercy European Property Fund 14.2% 1.93% 12/30/2022 8,654 8,522 Rotterdam, Netherlands Gramercy European Property Fund 14.2% 1.84% 12/30/2022 8,108 — Strykow, Poland Gramercy European Property Fund 14.2% 1.93% 12/30/2022 20,375 20,063 Uden, Netherlands Gramercy European Property Fund 14.2% 1.93% 12/30/2022 9,475 9,331 Zaandam, Netherlands Gramercy European Property Fund 14.2% 2.03% 12/30/2022 12,392 12,203 Netherlands portfolio (5) Gramercy European Property Fund 14.2% 3.00% 6/28/2023 14,153 — Somerset, NJ Philips JV 25.0% 6.90% 9/11/2035 40,364 40,424 Lake Forest, IL Duke JV 80.0% N/A N/A — 8,823 Tampa, FL Duke JV 80.0% N/A N/A — 4,231 Fort Lauderdale, FL (6) Duke JV 80.0% N/A N/A — 43,051 Total $ 364,009 $ 361,495 (1) Represents the current effective rate as of June 30, 2016 , including the swapped interest rate for loans that have interest rate swaps. The current interest rate is not adjusted to include the amortization of fair market value premiums or discounts. (2) Mortgage loans amounts are presented at 100.0% of the amount in the unconsolidated equity investment. (3) Represents two properties under this mortgage loan. (4) Represents the Company’s economic ownership in the Goodman Europe JV, which includes both its 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that is held through the Company’s 14.2% interest in the Gramercy European Property Fund. (5) Represents five properties under this mortgage loan. (6) Represents four properties under this mortgage loan. The statements of operations for the unconsolidated equity investments for the three months ended June 30, 2016 and 2015 or partial period for acquisitions or dispositions which closed during these periods, are as follows: For the Three Months Ended June 30, 2016 For the Three Months Ended June 30, 2015 Gramercy European Property Fund (1) Goodman Europe JV Gramercy European Property Fund, excluding legacy Goodman Europe JV Total Goodman UK JV Duke JV CBRE Strategic Partners Asia Other (2) Total Total (3) Revenues $ 6,073 $ 5,884 $ 11,957 $ 636 $ 8,860 $ 1,024 $ 1,083 $ 23,560 $ 1,316 Operating expenses 833 1,068 1,901 186 2,128 288 85 4,588 — Acquisition expenses 4,960 1,871 6,831 — — — 23 6,854 — Interest expense 944 967 1,911 — 167 — 704 2,782 573 Depreciation and amortization 2,342 2,487 4,829 371 3,424 — 333 8,957 526 Total expenses 9,079 6,393 15,472 557 5,719 288 1,145 23,181 1,099 Net income (loss) from operations (3,006 ) (509 ) (3,515 ) 79 3,141 736 (62 ) 379 217 Loss on derivatives — (1,489 ) (1,489 ) — — — — (1,489 ) — Provision for taxes — (276 ) (276 ) — — — — (276 ) — Net income (loss) $ (3,006 ) $ (2,274 ) $ (5,280 ) $ 79 $ 3,141 $ 736 $ (62 ) $ (1,386 ) $ 217 Company’s share in net income (loss) $ (2,405 ) $ (438 ) $ (2,843 ) $ 63 $ 2,513 $ 36 $ 11 $ (220 ) $ 123 Basis adjustments 931 — 931 (7 ) (872 ) — — 52 — Company’s equity in net income (loss) within continuing operations $ (1,474 ) $ (438 ) $ (1,912 ) $ 56 $ 1,641 $ 36 $ 11 $ (168 ) $ 123 (1) As of June 30, 2016 , the Company has a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that is held through the Company’s 14.2% interest in the Gramercy European Property Fund. For the three months ended June 30, 2016, the Company recorded its equity in net income (loss) from the Goodman Europe JV and the Gramercy European Property Fund based upon its day-weighted equity interest in the entities throughout the three months, which was 80.0% for Goodman Europe JV and 19.3% for the Gramercy European Property Fund. (2) Includes the Philips JV, the Morristown JV, and European Fund Carry Co. (3) Represents the Gramercy European Property Fund and the Philips JV. The Condensed Consolidated Statements of Operations for the unconsolidated equity investments for the six months ended June 30, 2016 and 2015 or partial period for acquisitions or dispositions which closed during these periods, are as follows: For the Six Months Ended June 30, 2016 For the Six Months Ended June 30, 2015 Gramercy European Property Fund (1) Goodman Europe JV Gramercy European Property Fund, excluding legacy Goodman Europe JV Total Goodman UK JV Duke JV CBRE Strategic Partners Asia Other (2) Total Total (3) Revenues $ 12,194 $ 10,941 $ 23,135 $ 4,920 $ 19,395 $ 242 $ 2,164 $ 49,856 $ 2,274 Operating expenses 1,696 1,569 3,265 473 5,118 867 213 9,936 528 Acquisition expenses 4,960 2,537 7,497 — — — 27 7,524 — Interest expense 1,866 1,894 3,760 — 602 — 1,432 5,794 1,094 Depreciation and amortization 4,631 4,833 9,464 1,121 7,152 — 666 18,403 840 Total expenses 13,153 10,833 23,986 1,594 12,872 867 2,338 41,657 2,462 Net income (loss) from operations (959 ) 108 (851 ) 3,326 6,523 (625 ) (174 ) 8,199 (188 ) Loss on derivatives — (5,303 ) (5,303 ) — — — — (5,303 ) — Loss on extinguishment of debt — — — — (7,962 ) — — (7,962 ) — Net gains on disposals — — — — 38,535 — — 38,535 — Provision for taxes — (591 ) (591 ) — — — — (591 ) — Net income (loss) $ (959 ) $ (5,786 ) $ (6,745 ) $ 3,326 $ 37,096 $ (625 ) $ (174 ) $ 32,878 $ (188 ) Company’s share in net income (loss) $ (768 ) $ (1,133 ) $ (1,901 ) $ 2,661 $ 29,675 $ (36 ) $ 4 $ 30,403 $ 122 Basis adjustments 445 — 445 (278 ) (33,493 ) — — (33,326 ) — Company’s equity in net income (loss) within continuing operations $ (323 ) $ (1,133 ) $ (1,456 ) $ 2,383 $ (3,818 ) $ (36 ) $ 4 $ (2,923 ) $ 122 (1) As of June 30, 2016 , the Company has a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that is held through the Company’s 14.2% interest in the Gramercy European Property Fund. For the six months ended June 30, 2016, the Company recorded its equity in net income (loss) from the Goodman Europe JV and the Gramercy European Property Fund based upon its day-weighted equity interest in the entities throughout the six months, which was 80.0% for Goodman Europe JV and 19.6% for the Gramercy European Property Fund. (2) Includes Philips JV, Morristown JV, and European Fund Carry Co. (3) Represents the Gramercy European Property Fund and the Philips JV. |