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 earn fees, such as asset and property management fees, incentive fees, and promoted interest for its services, or one of the other partners will manage the ventures for similar such fees. Depending on the structure of the venture, the Company’s voting interest may be different than its economic interest. The Company accounts for substantially all of its unconsolidated equity investments under the equity method of accounting because it exercises significant influence, but does not unilaterally control the entities, and is not considered to be the primary beneficiary. In unconsolidated equity investments, the rights of the other investors are protective and participating. Unless the Company is determined to be the primary beneficiary, these rights preclude it from consolidating the investments. The investments are recorded initially at cost as unconsolidated equity investments, as applicable, and subsequently are adjusted for equity interest in net income and contributions and distributions. The amount of the investments on the Consolidated Balance Sheets is evaluated for impairment at each reporting period. None of the unconsolidated equity investment debt is recourse to the Company. Transactions with unconsolidated equity method entities are eliminated to the extent of the Company’s ownership in each such entity. Accordingly, the Company’s share of net income of these equity method entities is included in its consolidated net income. As of June 30, 2018 and December 31, 2017 , the Company owned properties through unconsolidated equity investments and had investment interests in these unconsolidated entities as follows: As of June 30, 2018 As of December 31, 2017 Investment Ownership % Voting Interest % Partner Investment in Unconsolidated Equity Investment 1 No. of Properties Investment in Unconsolidated Equity Investment 1 No. of Properties Strategic Office Partners 25.0% 25.0% TPG Real Estate $ 31,512 14 $ 28,243 13 E-Commerce JV 51.0% 50.0% Ample Glow Investments 70,475 4 17,798 — Gramercy European Property Fund III 19.9% 50.0% Various 27,045 13 2,949 — Goodman UK JV 80.0% 50.0% Goodman Group 13,480 1 15,768 1 Other 2 5.1% - 50.0% 5.1% - 50.0% Various 4,770 2 5,456 3 Total $ 147,282 34 $ 70,214 17 1. The amounts presented include a basis difference of $431 and $1,943 , net of accumulated amortization, for the Goodman UK JV as of June 30, 2018 and December 31, 2017 , respectively. The amounts presented include a basis difference of $(8,100) , net of accumulated amortization, for the E-Commerce JV as of June 30, 2018 . 2. As of June 30, 2018 , includes CBRE Strategic Partners Asia and the Morristown JV. As of December 31, 2017 , includes CBRE Strategic Partners Asia, the Philips JV, and the Morristown JV. The following is a summary of the Company’s unconsolidated equity investments for the six months ended June 30, 2018 : Unconsolidated Equity Investments Balance at January 1, 2018 $ 70,214 Contributions to unconsolidated equity investments 81,356 Equity in net loss of unconsolidated equity investments, including adjustments for basis differences (2,764 ) Other comprehensive loss of unconsolidated equity investments (1,632 ) Distributions from unconsolidated equity investments (555 ) Cumulative effect of accounting change 663 Balance at June 30, 2018 $ 147,282 Strategic Office Partners In August 2016, the Company partnered with TPG Real Estate, or TPG, to form Strategic Office Partners, an unconsolidated equity investment created for the purpose of acquiring, owning, operating, leasing and selling single-tenant office properties located in high-growth metropolitan areas in the United States. The Company provides asset and property management, accounting, construction, and leasing services to Strategic Office Partners, for which it earns management fees and is entitled to a promoted interest. TPG and the Company committed an aggregate $400,000 to Strategic Office Partners, including $100,000 from the Company. During the three and six months ended June 30, 2018 , the Company contributed $2,950 to Strategic Office Partners. As of June 30, 2018 , the Company contributed an aggregate of $32,427 to Strategic Office Partners. During the three and six months ended June 30, 2018 , the Company did not receive any distributions from Strategic Office Partners. In July 2018, the Company sold its 25.0% interest in Strategic Office Partners to TPG, and following the sale the Company’s has no outstanding commitment to Strategic Office Partners. Refer to Note 15 for more information on the transaction. E-Commerce JV In November 2017, the Company formed a joint venture with an investment partner, which will acquire, own and manage Class A distribution centers leased to leading e-commerce tenants on long-term leases across the United States, or the E-Commerce JV. The Company has joint control over the E-Commerce JV, which is shared equally with its investment partner. The Company provides asset and property management and accounting services to the E-Commerce JV, for which it earns management fees. The Company has committed capital to fund the E-Commerce JV’s initial acquisition of six properties, as well as the acquisition of additional properties in the future, subject to the partners' approval. The Company's pro rata funding commitment for the initial six properties is estimated at approximately $110,000 , of which approximately $80,000 will be funded in OP Units issued to the seller of the property and approximately $30,000 will be funded in cash. During the three and six months ended June 30, 2018 , the E-Commerce JV acquired two and four properties, respectively. During the three and six months ended June 30, 2018 , the Company contributed $14,435 and $15,565 , respectively, in cash and also contributed OP Units valued at approximately $12,416 and $37,557 , respectively, to the E-Commerce JV. European Investment Funds Gramercy European Property Fund III In October 2017, the Company formed a new European investment fund with several other equity investment partners, or the Gramercy European Property Fund III, which has total initial capital commitments of $310,643 ( €262,622 ) from all investors, of which the Company’s initial capital commitment is $61,730 ( €52,187 ), representing an interest of approximately 19.9% . The Company provides asset and property management and accounting services to the Gramercy European Property Fund III, for which it is entitled to management fees and a promoted interest. During the three and six months ended June 30, 2018 , the Gramercy European Property Fund III acquired eleven and thirteen properties, respectively. During the three and six months ended June 30, 2018 , the Company contributed $22,710 ( €18,987 ) and $25,170 ( €20,964 ), respectively, to the Gramercy European Property Fund III. As of June 30, 2018 , the Company contributed an aggregate of $28,186 ( €23,478 ) to the Gramercy European Property Fund III. Gramercy European Property Fund In July 2017, the Gramercy European Property Fund sold 100.0% of its assets to a third party, and, concurrently, the Company sold its 5.1% direct interest in the Goodman Europe JV to the same entity that acquired the Gramercy European Property Fund's assets. In connection with the sale transactions, the Company's management contract arrangement with the Gramercy European Property Fund was terminated; however, the Company continued to manage the assets for the new owner through July 4, 2018. Goodman UK JV The Goodman UK JV owns one industrial property in the United Kingdom. During the three and six months ended June 30, 2018 and 2017, the Company received no distributions from the Goodman UK JV. The following are the balance sheets for the Company’s unconsolidated equity investments at June 30, 2018 : Strategic Office Partners E-Commerce JV Gramercy European Property Fund III Goodman UK JV Other 1 Assets: Real estate assets, net 2 $ 277,863 $ 302,636 $ 314,022 $ 16,122 $ 60,361 Other assets 88,048 62,200 68,677 921 15,628 Total assets $ 365,911 $ 364,836 $ 382,699 $ 17,043 $ 75,989 Liabilities and members' equity: Mortgage notes payable $ 226,427 $ 216,863 $ 238,339 $ — $ — Other liabilities 14,009 9,786 8,253 — 15,793 Total liabilities 240,436 226,649 246,592 — 15,793 Company's equity 31,512 70,475 27,045 13,480 4,770 Other members' equity 93,963 67,712 109,062 3,563 55,426 Liabilities and members' equity $ 365,911 $ 364,836 $ 382,699 $ 17,043 $ 75,989 1. Includes CBRE Strategic Partners Asia and the Morristown JV. 2. Includes basis adjustments recorded by the Company to adjust the unconsolidated equity investments to fair value. The following are the balance sheets for the Company’s unconsolidated equity investments at December 31, 2017 : Strategic Office Partners E-Commerce JV Goodman UK JV Other 1 Assets: Real estate assets, net 2 $ 265,014 $ — $ 18,633 $ 107,949 Other assets 78,243 35,727 1,473 34,022 Total assets $ 343,257 $ 35,727 $ 20,106 $ 141,971 Liabilities and members' equity: Mortgage notes payable $ 213,205 $ — $ — $ 38,662 Other liabilities 15,002 830 203 19,329 Total liabilities 228,207 830 203 57,991 Company's equity 28,243 17,798 15,768 8,405 Other members' equity 86,807 17,099 4,135 75,575 Liabilities and members' equity $ 343,257 $ 35,727 $ 20,106 $ 141,971 1. Includes CBRE Strategic Partners Asia, the Philips JV, the Morristown JV, and the Gramercy European Property Fund III. 2. Includes basis adjustments recorded by the Company to adjust the unconsolidated equity investments to fair value. The following is a summary of the outstanding financing arrangements of the Company’s unconsolidated equity investments as of June 30, 2018 : Outstanding Balance 2 Property Unconsolidated Equity Investment Economic Ownership Interest Rate 1 Maturity Date June 30, 2018 December 31, 2017 Gramercy European Property Fund III Bridge Facility 3 Gramercy European Property Fund III 19.9% 1.50% 9/26/2019 $ 49,715 $ — Strategic Office Partners Facility 1 4 Strategic Office Partners 25.0% 5.02% 10/7/2019 169,380 169,380 Strategic Office Partners Facility 2 4 Strategic Office Partners 25.0% 6.03% 10/8/2020 52,020 39,540 E-Commerce JV Facility 4 E-Commerce JV 51.0% 3.38% 2/10/2023 220,000 — Gramercy European Property Fund III Facility 1 4 Gramercy European Property Fund III 19.9% 1.54% 3/12/2023 45,685 — Solingen, Germany Gramercy European Property Fund III 19.9% 1.66% 3/31/2023 9,785 — Gramercy European Property Fund III Facility 2 4 Gramercy European Property Fund III 19.9% 1.18% 6/22/2023 126,538 — Offenau, Germany Gramercy European Property Fund III 19.9% 1.89% 6/30/2023 9,125 — Henderson, NV Strategic Office Partners 25.0% 4.75% 8/6/2025 8,551 8,636 Total mortgage notes payable $ 690,799 $ 217,556 Net deferred financing costs and net debt discount (9,170 ) (4,351 ) Total mortgage notes payable, net $ 681,629 $ 213,205 1. Represents the current effective rate as of June 30, 2018 , including the swapped interest rate for mortgage notes 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 notes are presented at 100.0% of the amount held by the unconsolidated equity investment. 3. Represents the loan facility that is used to generate bridge financing for acquisitions and working capital needs of the Gramercy European Property Fund III. 4. As of June 30, 2018 , there were ten properties under the Strategic Office Partners Facility 1, three properties under the Strategic Office Partners Facility 2, four properties under the E-Commerce JV Facility, four properties under the Gramercy European Property Fund III Facility 1, and seven properties under the Gramercy European Property Fund III Facility 2. The following are the statements of operations for the Company’s unconsolidated equity investments for the three months ended June 30, 2018 : Strategic Office Partners E-Commerce JV Gramercy European Property Fund III Goodman UK JV Other 1 Revenues $ 11,765 $ 6,771 $ 1,730 $ 180 $ (5,632 ) Operating expenses 4,328 1,703 376 105 272 Interest expense 3,390 2,003 450 — — Depreciation and amortization 5,148 2,855 761 210 20 Total expenses 12,866 6,561 1,587 315 292 Net income (loss) from operations (1,101 ) 210 143 (135 ) (5,924 ) Gain (loss) on derivatives 177 — (781 ) — — Loss on extinguishment of debt — — (461 ) — — Provision for taxes — — (36 ) — — Net income (loss) $ (924 ) $ 210 $ (1,135 ) $ (135 ) $ (5,924 ) Company's share in net income (loss) $ (92 ) $ 260 $ (184 ) $ (108 ) $ (312 ) Adjustments for REIT basis 2 — 63 — (1,465 ) — Company's equity in net income (loss) within continuing operations $ (92 ) $ 323 $ (184 ) $ (1,573 ) $ (312 ) 1. Includes CBRE Strategic Partners Asia and the Morristown JV. 2. Goodman UK JV amount includes write-down of $1,462 recorded on the Company’s outside basis during the three months ended June 30, 2018 related to its accumulated foreign currency translation adjustments recorded on the investment. The following are statements of operations for the Company’s unconsolidated equity investments for the six months ended June 30, 2018 : Strategic Office Partners E-Commerce JV Gramercy European Property Fund III Goodman UK JV Other 1 Revenues $ 22,908 $ 8,936 $ 2,212 $ 180 $ (3,638 ) Operating expenses 8,479 2,286 1,058 365 378 Interest expense 6,503 2,672 547 — 666 Depreciation and amortization 9,971 3,717 970 416 353 Total expenses 24,953 8,675 2,575 781 1,397 Net income (loss) from operations (2,045 ) 261 (363 ) (601 ) (5,035 ) Gain (loss) on derivatives 669 — (781 ) — — Loss on extinguishment of debt — (1,200 ) (461 ) — — Provision for taxes — — (36 ) — — Net loss $ (1,376 ) $ (939 ) $ (1,641 ) $ (601 ) $ (5,035 ) Company’s share in net loss $ (66 ) $ (260 ) $ (277 ) $ (481 ) $ (292 ) Adjustments for REIT basis 2 — 81 — (1,469 ) — Company’s equity in net loss within continuing operations $ (66 ) $ (179 ) $ (277 ) $ (1,950 ) $ (292 ) 1. Includes CBRE Strategic Partners Asia and the Morristown JV. 2. Goodman UK JV amount includes write-down of $1,462 recorded on the Company’s outside basis during the six months ended June 30, 2018 related to its accumulated foreign currency translation adjustments recorded on the investment. The following are the statements of operations for the Company’s unconsolidated equity investments for the three months ended June 30, 2017 : Gramercy European Property Fund 1 Goodman Europe JV Gramercy European Property Fund 2 Total Strategic Office Partners Goodman UK JV Other 3 Revenues $ 5,323 $ 11,479 $ 16,802 $ 7,174 $ 293 $ 1,324 Operating expenses 945 2,802 3,747 2,316 225 399 Interest expense 614 1,798 2,412 2,055 — 700 Depreciation and amortization 2,024 5,322 7,346 2,852 261 333 Total expenses 3,583 9,922 13,505 7,223 486 1,432 Net income (loss) from operations 1,740 1,557 3,297 (49 ) (193 ) (108 ) Gain (loss) on derivatives — 1,049 1,049 (413 ) — — Provision for taxes (15 ) (424 ) (439 ) — (20 ) — Net income (loss) $ 1,725 $ 2,182 $ 3,907 $ (462 ) $ (213 ) $ (108 ) Company’s share in net income (loss) $ 88 $ 439 $ 527 $ (36 ) $ (171 ) $ 5 Adjustments for REIT basis 2 (37 ) — (37 ) — (40 ) — Company’s equity in net income (loss) within continuing operations $ 51 $ 439 $ 490 $ (36 ) $ (211 ) $ 5 1. As of and for the three months ended June 30, 2017 , the Company had a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that was held through the Company’s 14.2% interest in the Gramercy European Property Fund. For the three months ended June 30, 2017 , the Company’s equity in net income (loss) from the entities is based on these ownership interest percentages during the period. 2. Excludes the results of the Gramercy European Property Fund’s 94.9% interest in the Goodman Europe JV, as the Goodman Europe JV is separately presented. 3. Includes CBRE Strategic Partners Asia, the Philips JV, the Morristown JV, and European Fund Carry Co. The following are the statements of operations for the Company’s unconsolidated equity investments for the six months ended June 30, 2017 : Gramercy European Property Fund 1 Goodman Europe JV Gramercy European Property Fund 2 Total Strategic Office Partners Goodman UK JV Other 3 Revenues $ 10,278 $ 21,597 $ 31,875 $ 12,700 $ 588 $ (7 ) Operating expenses 1,867 5,753 7,620 3,790 527 975 Interest expense 1,286 3,272 4,558 3,565 — 1,341 Depreciation and amortization 4,045 9,795 13,840 5,355 636 666 Total expenses 7,198 18,820 26,018 12,710 1,163 2,982 Net income (loss) from operations 3,080 2,777 5,857 (10 ) (575 ) (2,989 ) Gain (loss) on derivatives — 2,270 2,270 (762 ) — — Provision for taxes (32 ) (278 ) (310 ) — (28 ) — Net income (loss) $ 3,048 $ 4,769 $ 7,817 $ (772 ) $ (603 ) $ (2,989 ) Company’s share in net income (loss) $ 155 $ 885 $ 1,040 $ (51 ) $ (483 ) $ (150 ) Adjustments for REIT basis 2 (73 ) — (73 ) — (129 ) — Company’s equity in net income (loss) within continuing operations $ 82 $ 885 $ 967 $ (51 ) $ (612 ) $ (150 ) 1. As of and for the six months ended June 30, 2017 , the Company had a 5.1% direct interest in the Goodman Europe JV as well as an indirect interest in the remaining 94.9% interest that was held through the Company’s 14.2% interest in the Gramercy European Property Fund. For the six months ended June 30, 2017 , the Company’s equity in net income (loss) from the entities is based on these ownership interest percentages during the period. 2. Excludes the results of the Gramercy European Property Fund’s 94.9% interest in the Goodman Europe JV, as the Goodman Europe JV is separately presented. 3. Includes CBRE Strategic Partners Asia, the Philips JV, the Morristown JV, and European Fund Carry Co. |