Equity Investments in Unconsolidated Joint Ventures | Equity Investments in Unconsolidated Joint Ventures As of December 31, 2020, we had three joint venture agreements: 1) R2G Venture LLC (“R2G”), 2) Ramco/Lion Venture LP, and 3) Ramco HHF NP LLC, whereby we own 51.5%, 30%, and 7%, respectively, of the equity in each joint venture. Our R2G joint venture owns nine income-producing shopping centers, and our other two joint ventures do not own any income producing properties. We and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. We cannot make significant decisions without our partner’s approval. Accordingly, we account for our interest in the joint ventures using the equity method of accounting. On March 4, 2021, we formed a new core net lease retail real estate joint venture, RGMZ Venture REIT LLC (“RGMZ”), with an affiliate of GIC Private Limited (“GIC”), an affiliate of Zimmer Partners (“Zimmer”) and an affiliate of Monarch Alternative Capital LP (“Monarch”). RGMZ is to be seeded with single-tenant, net lease retail properties that have been, or will be created, by the Company upon the subdivision of certain parcels from our existing open-air shopping centers. As of September 30, 2021, the Company had contributed 28 net lease retail properties of the initial agreed upon seeded properties, valued at $111.6 million to RGMZ. Upon contribution, the Company received $100.2 million in gross cash proceeds ($95.9 million in net cash proceeds), as well as a combined $7.6 million preferred equity investment stake in the Zimmer and Monarch affiliates, in exchange for the 93.6% stake in RGMZ that was acquired by the other joint venture partners. The Company retained a 6.4% stake in RGMZ, maintains day-to-day management of the portfolio and earns management, leasing and construction fees. The asset management fee is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. The Company will be paid an additional annual incentive management fee of 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of the RGMZ joint venture. The Company is also responsible for sourcing future acquisitions for RGMZ. RGMZ has a $240.0 million secured credit facility that includes an accordion feature allowing it to increase future potential commitments up to a total capacity of $500.0 million. As of September 30, 2021, RGMZ had $169.3 million of unused capacity under its $240.0 million secured credit facility. RPT and certain of the other joint venture partners will have consent rights for all future acquisitions, and also have approval rights in connection with annual budgets and other specified major decisions. We cannot make significant decisions without our partners' approval. Accordingly, we account for our interest in the joint venture using the equity method of accounting. The combined condensed financial information for our unconsolidated joint ventures is summarized as follows: Balance Sheets September 30, 2021 December 31, 2020 (In thousands) ASSETS R2G RGMZ Other Total R2G RGMZ Other Total Investment in real estate, net $ 376,329 $ 85,604 $ — $ 461,933 $ 226,083 $ — $ — $ 226,083 Other assets 52,492 40,699 — 93,191 26,125 — 47 26,172 Total Assets $ 428,821 $ 126,303 $ — $ 555,124 $ 252,208 $ — $ 47 $ 252,255 LIABILITIES AND OWNERS' EQUITY Notes payable $ — $ 70,696 $ — $ 70,696 $ — $ — $ — $ — Other liabilities 22,786 2,133 — 24,919 14,474 — 11 14,485 Owners' equity 406,035 53,474 — 459,509 237,734 — 36 237,770 Total Liabilities and Owners' Equity $ 428,821 $ 126,303 $ — $ 555,124 $ 252,208 $ — $ 47 $ 252,255 RPT's equity investments in unconsolidated joint ventures $ 213,008 $ 3,392 $ — $ 216,400 $ 126,333 $ — $ — $ 126,333 Three Months Ended September 30, Statements of Operations 2021 2020 (In thousands) R2G RGMZ Other Total R2G RGMZ Other Total Total revenue $ 9,259 $ 1,894 $ — $ 11,153 $ 6,714 $ — $ — $ 6,714 Total expenses 7,163 1,038 (1) 8,200 5,805 — 9 5,814 Operating income (loss) 2,096 856 1 2,953 909 — (9) 900 Interest expense — 720 — 720 — — — — Net income (loss) $ 2,096 $ 136 $ 1 $ 2,233 $ 909 $ — $ (9) $ 900 Preferred member dividends 30 (4) — 26 19 — — 19 Net income (loss) available to common members $ 2,066 $ 140 $ 1 $ 2,207 $ 890 $ — $ (9) $ 881 RPT's share of earnings from unconsolidated joint ventures $ 1,065 $ 9 $ — $ 1,074 $ 458 $ — $ (2) $ 456 Nine Months Ended September 30, Statements of Operations 2021 2020 (In thousands) R2G RGMZ Other Total R2G RGMZ Other Total Total revenue $ 21,462 $ 3,298 $ — $ 24,760 $ 18,298 $ — $ — $ 18,298 Total expenses 15,709 1,781 7 17,497 15,295 — 23 15,318 Income (loss) before other income and expense 5,753 1,517 (7) 7,263 3,003 — (23) 2,980 Interest expense — 1,210 — 1,210 — — — — Net income (loss) $ 5,753 $ 307 $ (7) $ 6,053 $ 3,003 $ — $ (23) $ 2,980 Preferred member dividends 66 12 — 78 $ 55 — $ — 55 Net income (loss) available to common members $ 5,687 $ 295 $ (7) $ 5,975 $ 2,948 $ — $ (23) $ 2,925 RPT's share of earnings from unconsolidated joint ventures $ 2,928 $ 19 $ — $ 2,947 $ 1,518 $ — $ (4) $ 1,514 Acquisitions The following table provides a summary of our R2G joint venture property acquisitions during the nine months ended September 30, 2021: Gross Property Name Location GLA Date Acquired Contract Price (1) Purchase Price Assumed Debt (in thousands) (In thousands) East Lake Woodlands Palm Harbor, FL 104 7/9/21 $ 25,500 $ 25,730 $ — Village Shoppes of Canton Canton, MA 284 7/12/21 61,500 61,363 — South Pasadena Shopping Center South Pasadena, FL 164 7/14/21 32,650 33,184 — Bedford Marketplace Bedford, MA 153 7/29/21 54,500 54,775 — Total R2G acquisitions 705 $ 174,150 $ 175,052 $ — (1) Contract price does not include purchase price adjustments made at closing and capitalized closing costs. The total aggregate fair value of the R2G acquisitions was allocated and is reflected in the following table in accordance with accounting guidance for asset acquisitions. At the time of acquisition, these assets and liabilities were considered Level 3 fair value measurements: As of Acquisition Date (In thousands) Land $ 31,578 Buildings and improvements 123,384 Above market leases 6,135 Lease origination costs 18,965 Below market leases (5,010) Net assets acquired $ 175,052 The following table provides a summary of our RGMZ joint venture property acquisitions during the nine months ended September 30, 2021: Gross Property Name Location GLA Date Acquired Contract Price (1) Purchase Price Debt Issued (in thousands) (In thousands) RPT Realty - 13 Income Producing Properties Various (2) 169 3/5/21 $ 36,196 $ 37,228 $ (21,718) RPT Realty - 2 Income Producing Properties Southfield, MI 329 5/21/21 39,334 39,603 (23,600) Single-Tenant Property Las Vegas, NV 14 7/30/21 4,650 4,670 (2,790) RPT Realty - 13 Income Producing Properties Various (3) 147 8/27/21 36,104 36,725 (21,662) RPT Realty - 1 Income Producing Property Newnan, GA 6 9/14/21 1,543 1,581 (926) Total RGMZ acquisitions 665 $ 117,827 $ 119,807 $ (70,696) (1) Contract price does not include purchase price adjustments made at closing and capitalized closing costs. (2) Net lease retail properties acquired are located in Colorado, Florida, Georgia, Illinois, Indiana and Kentucky. (3) Net lease retail properties acquired are located in Florida, Georgia, and Michigan. The total aggregate fair value of the RGMZ acquisitions was allocated and is reflected in the following table in accordance with accounting guidance for asset acquisitions. At the time of acquisition, these assets and liabilities were considered Level 3 fair value measurements: As of Acquisition Date (In thousands) Land $ 62,606 Buildings and improvements 23,120 Above market leases 27,170 Lease origination costs 7,207 Below market leases (296) Net assets acquired $ 119,807 Dispositions There was no disposition activity in the nine months ended September 30, 2021 by any of our unconsolidated joint ventures. Joint Venture Management and Other Fee Income We receive a property management fee calculated as a percentage of gross revenues received for providing services to R2G and recognize these fees as the services are rendered. We also receive an asset management fee for services provided to RGMZ, which is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. The Company will be paid an additional annual incentive management fee equal to 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of the RGMZ joint venture. We also can receive fees from both joint ventures for leasing and investing services. The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations and comprehensive income: Three Months Ended September 30, 2021 2020 (In thousands) R2G RGMZ Total R2G Other Total Management fees $ 348 $ 58 $ 406 $ 213 $ — $ 213 Leasing fees 15 — 15 125 — 125 Construction fees 5 — 5 — — — Total $ 368 $ 58 $ 426 $ 338 $ — $ 338 Nine Months Ended September 30, 2021 2020 (In thousands) R2G RGMZ Total R2G Other Total Management fees $ 822 $ 99 $ 921 $ 648 $ 4 $ 652 Leasing fees 346 — 346 265 — 265 Construction fees 5 — 5 — — — Total $ 1,173 $ 99 $ 1,272 $ 913 $ 4 $ 917 |