Investments in and Advances to Unconsolidated Affiliates | Investments In and Advances to Unconsolidated Affiliates The Company accounts for its investments in and advances to unconsolidated affiliates primarily under the equity method of accounting as it has the ability to exercise significant influence, but does not have financial or operating control over the investment, which is maintained by each of the unaffiliated partners who co-invest with the Company. The Company’s investments in and advances to unconsolidated affiliates consist of the following (dollars in thousands): Nominal Ownership Interest June 30, 2018 December 31, 2017 Portfolio Property June 30, 2018 Core: 840 N. Michigan (a) 88.43% $ 67,685 $ 69,846 Renaissance Portfolio 20% 33,735 35,041 Gotham Plaza 49% 29,710 29,416 Town Center (a, b) 75.22% 99,826 78,801 Georgetown Portfolio 50% 3,357 3,479 234,313 216,583 Mervyns I & II: KLA/Mervyn's, LLC (c) 10.5% — — Fund III: Fund III Other Portfolio 90% 186 167 Self Storage Management (d) 95% 206 206 392 373 Fund IV: Broughton Street Portfolio (e) 50% 41,915 48,335 Fund IV Other Portfolio 90% 15,950 20,199 650 Bald Hill Road 90% 13,377 13,609 71,242 82,143 Various Funds: Due from Related Parties (f) 113 2,415 Other (g) 556 556 Investments in and advances to unconsolidated affiliates $ 306,616 $ 302,070 Core: Crossroads (h) 49% $ 15,208 $ 15,292 Distributions in excess of income from, $ 15,208 $ 15,292 __________ (a) Represents a tenancy-in-common interest. (b) During November 2017 and March 2018, as discussed below, the Company increased its ownership in Town Center. (c) Distributions have exceeded the Company’s non-recourse investment, therefore the carrying value is zero. (d) Represents a variable interest entity. (e) The Company is entitled to a 15% return on its cumulative capital contribution which was $15.8 million and $15.4 million at June 30, 2018 and December 31, 2017 , respectively. In addition, the Company is entitled to a 9% preferred return on a portion of its equity, which was $36.1 million and $41.2 million at June 30, 2018 and December 31, 2017 , respectively. (f) Represents deferred fees. (g) Includes a cost-method investment in Albertson’s ( Note 8 ), Storage Post and other investments. (h) Distributions have exceeded the Company’s investment; however, the Company recognizes a liability balance as it may be required to fund future obligations of the entity. Core Portfolio Acquisition of Unconsolidated Investment On January 4, 2017, an entity in which the Company owns a 20% noncontrolling interest (the “Renaissance Portfolio”), acquired a 6,200 square foot property in Alexandria, Virginia referred to as (“907 King Street”) for $3.0 million . The Renaissance Portfolio is now a 213,000 square-foot portfolio of 18 mixed-use properties, 16 of which are located in Georgetown, Washington D.C. and two of which are located in Alexandria, Virginia. Brandywine Portfolio, Market Square and Town Center The Company owns an interest in an approximately one million square foot retail portfolio (the “Brandywine Portfolio” joint venture) located in Wilmington, Delaware, which includes two properties referred to as “Market Square” and “Town Center.” Prior to the second quarter of 2016, the Company had a controlling interest in the Brandywine Portfolio, and it was therefore consolidated within the Company’s financial statements. During April 2016, the arrangement with the partners of the Brandywine Portfolio was modified to change the legal ownership from a partnership to a tenancy-in-common interest, as well as to provide certain participating rights to the outside partners. As a result of these modifications, the Company de-consolidated the Brandywine Portfolio and accounted for its interest under the equity method of accounting effective May 1, 2016. Furthermore, as the owners of the Brandywine Portfolio had consistent ownership interests before and after the modification and the underlying net assets were unchanged, the Company reflected the change from consolidation to equity method based upon its historical cost. The Brandywine Portfolio and Market Square ventures do not include the property held by Brandywine Holdings, an entity consolidated by the Company. Additionally, in April 2016, the Company repaid the outstanding balance of $140.0 million of non-recourse debt collateralized by the Brandywine Portfolio and provided a note receivable collateralized by the partners’ tenancy-in-common interest in the Brandywine Portfolio for their proportionate share of the repayment. On May 1, 2017, the Company exchanged $16.0 million of the $153.4 million notes receivable (the “Brandywine Notes Receivable”) ( Note 3 ) plus accrued interest of $0.3 million for one of the partner’s 38.89% tenancy-in-common interests in Market Square. The Company already had a 22.22% interest in Market Square and continued to apply the equity method of accounting for its aggregate 61.11% noncontrolling interest in Market Square and its 22.22% interest in Town Center through November 16, 2017. The incremental investment in Market Square was recorded at $16.3 million and the excess of this amount over the venture’s book value associated with this interest, or $9.8 million , was being amortized over the remaining depreciable lives of the venture’s assets through November 16, 2017. On November 16, 2017, the Company exchanged an additional $16.0 million of Brandywine Notes Receivable plus accrued interest of $0.6 million for the remaining 38.89% interest in Market Square, thereby obtaining a 100% controlling interest in the property. The exchange was deemed to be a business combination and as a result, the property was consolidated and a gain on change of control of $5.6 million was recorded ( Note 2 ). On November 16, 2017, the Company exchanged $60.7 million of the Brandywine Notes Receivable plus accrued interest of $0.9 million for one of the partner’s 38.89% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $61.6 million and the excess of this amount over the venture’s book value associated with this interest, or $34.5 million , is being amortized over the remaining depreciable lives of the venture’s assets. The Company previously had a 22.22% interest in Town Center which then became 61.11% following the November 2017 transaction. On March 28, 2018, the Company exchanged $22.0 million of its Brandywine Notes Receivable plus accrued interest of $0.3 million for one of the partner’s 14.11% tenancy-in-common interests in Town Center. The incremental investment in Town Center was recorded at $ 22.3 million and the excess of this amount over the venture’s book value associated with this interest, or $12.7 million , is being amortized over the remaining depreciable lives of the venture’s assets. The Company continues to apply the equity method of accounting for its aggregate 75.22% noncontrolling interest in Town Center after the March 2018 transaction. At June 30, 2018 , $38.7 million of the Brandywine Note Receivable remains outstanding ( Note 3 ), which is collateralized by the remaining 24.78% undivided interest in Town Center. Fund Investments Mervyn’s I & II In 2017, Mervyn’s I and Mervyn’s II received a total of $1.1 million in distributions from certain investments. The Company had already reduced the carrying amount of these investments to zero , and consequently the entire amount received has been reflected as equity in earnings and gains of unconsolidated affiliates in the consolidated statements of income. Albertson’s “Other” includes, among other investments, Fund II’s cost method investment reflecting an effective 1.05% interest in Albertson’s Companies, Inc. (“Albertson’s”), a privately-held national supermarket chain. In 2017, the Company received $2.4 million in distributions from Albertson’s and reduced the carrying amount of its investment in Albertson’s to zero ( Note 8 ), reflecting the remaining $2.0 million as equity in earnings and gains of unconsolidated affiliates in the consolidated statements of income. Storage Post On May 15, 2018, Fund III’s Storage Post venture, which is a cost-method investment with no carrying value, distributed $3.2 million of which the Operating Partnership’s share was $0.8 million . 2018 Dispositions of Unconsolidated Investments On January 18, 2018, Fund IV’s Broughton Street Portfolio venture sold two properties for aggregate proceeds of $8.0 million , resulting in a net loss of $0.4 million at the property level of which the Fund’s share and the Operating Partnership’s proportionate share of the loss was zero , due to Fund IV’s preferred return. On June 29, 2018, Fund IV’s Broughton Street Portfolio venture terminated its master leases on two of its properties resulting in a net loss of $1.0 million at the property level for which the Operating Partnership’s share was less than $0.1 million . At June 30, 2018 , the Broughton Street portfolio had 14 remaining properties. 2017 Dispositions of Unconsolidated Investments On January 31, 2017, Fund IV completed the disposition of 2819 Kennedy Boulevard, for $19.0 million less $8.4 million debt repayment for net proceeds of $10.6 million , resulting in a gain on disposition of $6.3 million at the property level, of which the Fund’s share was $6.2 million , which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $1.4 million , net of noncontrolling interests. On February 15, 2017, Fund III completed the disposition of Arundel Plaza, for $28.8 million less $10.0 million debt repayments for net proceeds of $18.8 million , resulting in a gain on disposition of $8.2 million at the property level, of which the Fund’s share was $5.3 million , which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $1.3 million , net of noncontrolling interests. On June 30, 2017, Fund IV completed the disposition of 1701 Belmont Avenue, for $5.6 million less $2.9 million debt repayments for net proceeds of $2.7 million , resulting in a gain on disposition of $3.3 million at the property level, of which the Fund’s share was $3.3 million , which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated statements of income. The Operating Partnership’s proportionate share of the gain was $0.8 million , net of noncontrolling interests. On October 3 and December 21, 2017, Fund IV’s Broughton Street Portfolio venture sold a total of five properties for aggregate proceeds of $11.0 million resulting in a net gain of $1.2 million at the property level, of which the Fund’s share was $0.6 million , which is included in equity in earnings and gains from unconsolidated affiliates in the consolidated financial statements. The Operating Partnership’s proportionate share of the gain was $0.1 million , net of noncontrolling interests. Fees from Unconsolidated Affiliates The Company earned property management, construction, development, legal and leasing fees from its investments in unconsolidated partnerships totaling $ 0.3 million for both the three months ended June 30, 2018 and 2017, respectively, and $ 0.5 million and $ 0.6 million for the six months ended June 30, 2018 and 2017 , respectively, which is included in other revenues in the consolidated financial statements. In addition, the Company paid to certain unaffiliated partners of its joint ventures, $ 0.4 million for both the three months ended June 30, 2018 and 2017, respectively, and $ 0.9 million and $ 1.0 million for the six months ended June 30, 2018 and 2017 , respectively, for leasing commissions, development, management, construction and overhead fees. Summarized Financial Information of Unconsolidated Affiliates The following combined and condensed Balance Sheets and Statements of Income, in each period, summarize the financial information of the Company’s investments in unconsolidated affiliates (in thousands): June 30, December 31, 2018 2017 Combined and Condensed Balance Sheets Assets: Rental property, net $ 527,330 $ 518,900 Real estate under development 2,796 26,681 Investment in unconsolidated affiliates 6,853 6,853 Other assets 92,350 100,901 Total assets $ 629,329 $ 653,335 Liabilities and partners’ equity: Mortgage notes payable $ 406,579 $ 405,652 Other liabilities 56,865 61,932 Partners’ equity 165,885 185,751 Total liabilities and partners’ equity $ 629,329 $ 653,335 Company's share of accumulated equity $ 183,007 $ 185,533 Basis differential 106,480 95,358 Deferred fees, net of portion related to the Company's interest 1,808 3,472 Amounts receivable by the Company 113 2,415 Investments in and advances to unconsolidated affiliates, net of Company's share of distributions in excess of income from and investments in unconsolidated affiliates 291,408 286,778 Company's share of distributions in excess of income from and investments in unconsolidated affiliates 15,208 15,292 Investments in and advances to unconsolidated affiliates $ 306,616 $ 302,070 Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Combined and Condensed Statements of Income Total revenues $ 19,603 $ 20,974 $ 39,759 $ 42,577 Operating and other expenses (5,531 ) (6,272 ) (11,453 ) (12,138 ) Interest expense (5,250 ) (4,641 ) (10,125 ) (9,179 ) Depreciation and amortization (5,801 ) (6,063 ) (11,856 ) (12,512 ) Loss on debt extinguishment — (3 ) — (154 ) (Loss) gain on disposition of properties (992 ) 3,332 (1,410 ) 17,778 Net income attributable to unconsolidated affiliates $ 2,029 $ 7,327 $ 4,915 $ 26,372 Company’s share of equity in $ 5,895 $ 5,044 $ 8,260 $ 18,612 Basis differential amortization (876 ) (704 ) (1,557 ) (1,569 ) Company’s equity in earnings of unconsolidated affiliates $ 5,019 $ 4,340 $ 6,703 $ 17,043 |