INVESTMENT IN UNCONSOLIDATED ENTITIES | INVESTMENT IN UNCONSOLIDATED ENTITIES As of September 30, 2021 and December 31, 2020, the Company’s investments in unconsolidated entities were composed of the following (dollars in thousands): Number of Properties as of September 30, 2021 Investment Balance at Joint Venture Location Ownership % September 30, 2021 December 31, 2020 110 William Joint Venture 1 New York, New York 60.0% $ — — 353 Sacramento Joint Venture 1 San Francisco, California 55.0% 50,769 49,665 Pacific Oak Opportunity Zone Fund I 3 Various N/A 27,638 24,996 PORT II OP LP 117 Various 89.7% 5,447 5,005 $ 83,854 $ 79,666 Investment in 110 William Joint Venture On December 23, 2013, the Company, through an indirect wholly owned subsidiary, entered into an agreement with SREF III 110 William JV, LLC (the “110 William JV Partner”) to form a joint venture (the “110 William Joint Venture”). On May 2, 2014, the 110 William Joint Venture acquired an office property containing 928,157 rentable square feet located on approximately 0.8 acres of land in New York, New York (“110 William Street”). Each of the Company and the 110 William JV Partner hold a 60% and 40% ownership interest in the 110 William Joint Venture, respectively. The Company exercises significant influence over the operations, financial policies and decision making with respect to the 110 William Joint Venture but significant decisions require approval from both members. Accordingly, the Company has accounted for its investment in the 110 William Joint Venture under the equity method of accounting. Income, losses, contributions and distributions are generally allocated based on the members’ respective equity interests. As of September 30, 2021 and December 31, 2020, the book value of the Company’s investment in the 110 William Joint Venture was $0. During the three months ended March 31, 2019, the Company suspended the equity method of accounting and the Company will not record the Company's share of losses and will not record the Company's share of any subsequent income for the 110 William Joint Venture until the Company’s share of net income exceeds the gain recorded and the Company’s share of the net losses not recognized during the period the equity method was suspended. During both of the three and nine months ended September 30, 2021 and September 30, 2020, the Company did not record equity in income from the 110 William Joint venture. Summarized financial information for the 110 William Joint Venture follows (in thousands): September 30, 2021 December 31, 2020 Assets: Real estate assets, net of accumulated depreciation and amortization $ 232,201 $ 246,166 Other assets 34,200 44,004 Total assets $ 266,401 $ 290,170 Liabilities and equity: Notes payable, net $ 318,280 $ 316,421 Other liabilities 3,003 5,532 Partners’ deficit (54,882) (31,783) Total liabilities and equity $ 266,401 $ 290,170 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 5,729 $ 10,005 $ 18,721 $ 26,604 Expenses: Operating, maintenance, and management 2,359 2,096 6,212 5,994 Real estate taxes and insurance 1,698 1,935 5,588 5,580 Depreciation and amortization 2,962 3,139 19,071 8,721 Interest expense 3,548 4,125 10,986 12,093 Total expenses 10,567 11,295 41,857 32,388 Total other income 11 12 35 50 Net loss $ (4,827) $ (1,278) $ (23,101) $ (5,734) Company’s share of net loss (1) $ (2,896) $ (767) $ (13,861) $ (3,440) _____________________ (1) The Company suspended the equity method of accounting and did not record the Company's share of losses for both of the three and nine months ended September 30, 2021 and 2020. Investment in 353 Sacramento Joint Venture On July 6, 2017, the Company, through an indirect wholly owned subsidiary, entered into an agreement with the Migdal Members to form a joint venture (the “353 Sacramento Joint Venture”). On July 6, 2017, the Company sold a 45% equity interest in an entity that owns an office building containing 284,751 rentable square feet located on approximately 0.35 acres of land in San Francisco, California (“353 Sacramento”) to the Migdal Members. The sale resulted in 353 Sacramento being owned by the 353 Sacramento Joint Venture, in which the Company indirectly owns 55% of the equity interests and the Migdal Members indirectly own 45% in the aggregate of the equity interests. During the nine months ended September 30, 2021, the Company contributed an additional $1.1 million into the 353 Sacramento Joint Venture. The Company exercises significant influence over the operations, financial policies and decision making with respect to the 353 Sacramento Joint Venture but significant decisions require approval from both members. Accordingly, the Company has accounted for its investment in the 353 Sacramento Joint Venture under the equity method of accounting. Income, losses, contributions and distributions are generally allocated based on the members’ respective equity interests. Summarized financial information for the 353 Sacramento Joint Venture follows (in thousands): September 30, 2021 December 31, 2020 Assets: Real estate assets, net of accumulated depreciation and amortization $ 178,874 $ 182,318 Other assets 27,539 19,810 Total assets $ 206,413 $ 202,128 Liabilities and equity: Notes payable, net $ 110,000 $ 109,783 Other liabilities 6,335 7,639 Partners’ capital 90,078 84,706 Total liabilities and equity $ 206,413 $ 202,128 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 3,373 $ 5,520 $ 13,252 $ 15,771 Expenses: Operating, maintenance, and management 862 932 2,490 2,450 Real estate taxes and insurance 848 755 2,768 2,235 Depreciation and amortization 1,850 1,894 5,574 5,135 Interest expense 960 948 2,700 3,290 Total expenses 4,520 4,529 13,532 13,110 Net income $ (1,147) $ 991 (280) $ 2,661 Company’s equity in (loss) income of unconsolidated joint venture $ (592) $ 583 $ (40) $ 1,576 Investment in Pacific Oak Opportunity Zone Fund I During the year ended December 31, 2019, the Company acquired 91 Class A Units for $20.6 million in Pacific Oak Opportunity Zone Fund I. Additionally, with the POSOR II Merger, the Company acquired an additional 13 Class A Units with a fair value of $3.0 million and also acquired 7 Class A Units for $1.5 million during the year ended December 31, 2020. During the nine months ended September 30, 2021, the Company acquired additional 13 Class A Units for $3.1 million. As of September 30, 2021, the book value of the Company’s investment in Pacific Oak Opportunity Zone Fund I was $27.6 million, which includes $0.2 million of acquisition fees. As of September 30, 2021, Pacific Oak Opportunity Zone Fund I consolidated three joint ventures with real estate under development. As of September 30, 2021, the Company has concluded that Pacific Oak Opportunity Zone Fund I qualifies as a Variable Interest Entity (“VIE”) because there is insufficient equity at risk to finance the entity’s activities and the entity is structured with non-substantive voting rights. The Company concluded it is not the primary beneficiary of this VIE since it does not have the power to direct the activities that most significantly impact the entity’s economic performance and will account for its investment under the equity method of accounting. During the three and nine months ended September 30, 2021, the Company recognized $0.1 million and $0.5 million, respectively, of losses related to this investment. The Company’s maximum exposure to loss as a result of its involvement with this VIE is limited to the carrying value of the investment in Pacific Oak Opportunity Zone Fund I which totaled $27.6 million as of September 30, 2021. PORT II PORT II is a Maryland corporation formed and sponsored by the Advisor to acquire, own and operate single-family homes as rental properties as well as to acquire and own other interests, including mortgages on or securities related to single-family homes. As of September 30, 2021, the Company owns 600 shares of common stock of PORT II, of which the Company exercises significant influence over the operations, financial policies and decision making with respect to PORT II, but does not control. In addition, as of September 30, 2021, the Company had contributed $5.5 million in capital to PORT II OP, of which the Company owns 89.7%. The remaining ownership percentage is owned by PORT II. As of September 30, 2021, the Company has concluded that PORT II OP qualifies as a VIE because there is insufficient equity at risk to finance the entity’s activities and the entity is structured with non-substantive voting rights. The Company concluded it is not the primary beneficiary of this VIE since it does not have the power to direct the activities that most significantly impact the entity’s economic performance and will account for its investment under the equity method of accounting. During the three and nine months ended September 30, 2021, the Company recognized $47,000 and $0.1 million of losses related to this investment, respectively. |