| Investments in and Advances to Joint Ventures | 2.
Investments in and Advances to Joint Ventures At March 31, 2017 and December 31, 2016, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 150 and 151 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):
March 31, 2017
December 31, 2016
Condensed Combined Balance Sheets
Land
$
1,268,425
$
1,287,675
Buildings
3,338,488
3,376,720
Fixtures and tenant improvements
205,412
203,824
4,812,325
4,868,219
Less: Accumulated depreciation
(914,860
)
(884,356
)
3,897,465
3,983,863
Construction in progress and land
58,932
56,983
Real estate, net
3,956,397
4,040,846
Cash and restricted cash
60,822
50,378
Receivables, net
43,931
50,685
Other assets, net
242,234
248,664
$
4,303,384
$
4,390,573
Mortgage debt
$
2,898,615
$
3,034,399
Notes and accrued interest payable to the Company
3,028
1,584
Other liabilities
194,458
206,949
3,096,101
3,242,932
Redeemable preferred equity –
395,945
393,338
Accumulated equity
811,338
754,303
$
4,303,384
$
4,390,573
Company's share of accumulated equity
$
106,819
$
97,977
Redeemable preferred equity, net
319,315
393,338
Basis differentials
(30,987
)
(36,117
)
Deferred development fees, net of portion related to the Company's interest
(2,813
)
(2,651
)
Amounts payable to the Company
3,028
1,584
Investments in and Advances to Joint Ventures, net
$
395,362
$
454,131
Three Months
Ended March 31,
2017
2016
Condensed Combined Statements of Operations
Revenues from operations
$
127,048
$
127,910
Expenses from operations:
Operating expenses
36,668
37,656
Impairment charges
52,657
—
Depreciation and amortization
45,096
49,035
Interest expense
30,130
33,322
Preferred share expense
8,128
8,264
Other (income) expense, net
6,573
5,811
179,252
134,088
Loss from continuing operations
(52,204
)
(6,178
)
(Loss) gain on disposition of real estate, net
(173
)
53,483
Net (loss) income attributable to unconsolidated joint ventures
$
(52,377
)
$
47,305
Company's share of equity in net (loss) income of joint ventures
$
(5,293
)
$
11,274
Basis differential adjustments (A)
3,628
3,147
Equity in net (loss) income of joint ventures
$
(1,665
)
$
14,421
(A)
The difference between the Company’s share of net income (loss), as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains and differences in gain (loss) on sale of certain assets recognized due to the basis differentials and other than temporary impairment charges. Service fees and income earned by the Company through management, financing, leasing and development activities performed related to all of the Company’s unconsolidated joint ventures are as follows (in millions):
Three Months
Ended March 31,
2017
2016
Management and other fees
$
6.9
$
6.2
Interest income
7.5
8.3
Development fees and leasing commissions
2.5
1.9
The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions. BRE DDR Retail Holdings Joint Ventures The Company’s two unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV”) and, together (the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned):
Common
Equity
Preferred Investment
Properties Owned
Formation
Initial
Initial
March 31, 2017
Net of Reserve
Inception
March 31, 2017
BRE DDR III
Oct 2014
$
19.6
$
300.0
$
314.6
$
244.6
70
49
BRE DDR IV
Dec 2015
12.9
82.6
74.5
68.5
6
6
An affiliate of Blackstone is the managing member and effectively owns 95% of the common equity of each of the two BRE DDR Joint Ventures, and consolidated affiliates of DDR effectively own the remaining 5%. The Company provides leasing and property management services to all of the joint venture properties. The Company cannot be removed as the property and leasing manager until the preferred equity, as discussed below, is redeemed in full (except for certain specified events). The Company’s preferred interests are entitled to certain preferential cumulative distributions payable out of operating cash flows and certain capital proceeds pursuant to the terms and conditions of the preferred investments. The preferred distributions are recognized as Interest Income within the Company’s consolidated statements of operations and are classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. Blackstone has the right to defer up to 23.5% of the preferred fixed distributions as a payment in kind distribution or “PIK.” The preferred investments have an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions. Blackstone has made this PIK deferral election since the formation of both joint ventures. The cash portion of the preferred fixed distributions is generally payable first out of operating cash flows and is current for both BRE DDR Joint Ventures. The Company has no expectation that the preferred fixed distribution will become impaired. The unpaid preferred investment (and any accrued distributions) is payable (1) at Blackstone’s option, in whole or in part, subject to early redemption premiums in certain circumstances during the first three years of the joint ventures; (2) at varying equity sharing levels with the common members under certain circumstances including specified financial covenants, upon a sale of properties over a certain threshold; (3) at DDR’s option after seven years (2021 for BRE DDR III and 2022 for BRE DDR IV); and (4) upon the incurrence of additional indebtedness by the joint ventures in excess of a certain threshold. Specifically, for BRE DDR III the use of net asset sale proceeds prior to 2021 to repay the preferred investment is first subject to a remaining minimum net asset sales threshold of $46.3 million payable to common equity members only, with net asset sale proceeds generated thereafter allocated at 51.5% to the preferred member. For BRE DDR IV, the preferred investment is collateralized by assets in which DDR has a 5% common equity interest for 95% of the value and by an additional six assets in which DDR has a nominal interest. The repayment of the BRE DDR IV preferred investment prior to 2022 is first subject to a remaining minimum net asset sales threshold of $26.0 million, of which $6.0 million is allocated to the preferred member. The net asset sale proceeds generated thereafter are expected to be available to repay the preferred member. In March 2017, the Company recorded a valuation allowance on each of the BRE DDR III and BRE DDR IV preferred investment interests of $70.0 million and $6.0 million, respectively, or $76.0 million in the aggregate. The valuation allowances were triggered late in the first quarter by an increase in the estimated market capitalization rates for the underlying real estate collateral of the investments. The values of open air shopping centers anchored by big box national retailers, particularly in secondary markets, have been under increasing pressure and most recently decreased due to the continued perceived threat of internet retail competition and recent tenant bankruptcies. Several large national retailers filed for bankruptcy in March and April 2017. A majority of the shopping centers collateralizing the preferred investments are those which have been most impacted by the rising capitalization rates. These factors have also reduced the number of potential investors and well-capitalized buyers for these types of assets. The managing member of the two joint ventures exercises significant influence over the timing of asset sales. Due to the Company’s expectation regarding the likely timing of asset sales, the valuation of the Company’s investments considers how management believes a third party market participant would value the securities in the current higher capitalization rate environment. As a result, the investments were impaired to reflect the risk that the securities are not repaid in full in advance of the Company’s redemption rights in 2021 and 2022. The Company will continue to monitor the investments and related valuation allowance which could be increased or decreased in future periods, as appropriate. The preferred 8.5% distribution rate has two components, a cash interest rate of 6.5% and an accrued PIK of 2.0%. As a result of the valuation allowances recorded, effective in March 2017, the Company will no longer recognize as interest income the 2.0% PIK. Although Blackstone has the right to change its payment election, the Company expects future preferred dividends to continue to include the PIK component. The recognition of the PIK interest income will be reevaluated based upon any future adjustments to the aggregate valuation allowance, as appropriate. |
