Investments in and Advances to Joint Ventures | 3 . Investments in and Advances to Joint Ventures At June 30, 2018 and December 31, 2017, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 114 and 136 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): June 30, 2018 December 31, 2017 Condensed Combined Balance Sheets Land $ 1,008,195 $ 1,126,703 Buildings 2,748,883 3,057,072 Fixtures and tenant improvements 208,000 213,989 3,965,078 4,397,764 Less: Accumulated depreciation (947,136 ) (962,038 ) 3,017,942 3,435,726 Construction in progress and land 54,151 53,928 Real estate, net 3,072,093 3,489,654 Cash and restricted cash 96,207 155,894 Receivables, net 47,081 51,396 Other assets, net 138,678 174,832 $ 3,354,059 $ 3,871,776 Mortgage debt $ 2,189,888 $ 2,501,163 Notes and accrued interest payable to the Company 2,156 1,365 Other liabilities 136,926 156,076 2,328,970 2,658,604 Redeemable preferred equity – 300,757 345,149 Accumulated equity 724,332 868,023 $ 3,354,059 $ 3,871,776 Company's share of accumulated equity $ 115,644 $ 132,710 Redeemable preferred equity, net (A) 228,077 277,776 Basis differentials (21,882 ) (24,973 ) Deferred development fees, net of portion related to the Company's interest (2,891 ) (3,065 ) Amounts payable to the Company 2,156 1,365 Investments in and Advances to Joint Ventures, net $ 321,104 $ 383,813 (A) Includes PIK that has accrued since March 2017 of $9.3 million and $6.3 million, which was fully reserved at June 30, 2018 and December 31, 2017, respectively. Three Months Six Months Ended June 30, Ended June 30, 2018 2017 2018 2017 Condensed Combined Statements of Operations Revenues from operations (A) $ 107,759 $ 126,528 $ 222,284 $ 253,576 Expenses from operations: Operating expenses 32,314 37,691 66,695 74,359 Impairment charges — 27,850 16,910 80,507 Depreciation and amortization 37,299 47,589 76,976 92,685 Interest expense 24,946 29,004 49,189 59,134 Preferred share expense 6,317 8,239 12,825 16,367 Other (income) expense, net 6,616 9,054 14,037 15,627 107,492 159,427 236,632 338,679 Income (loss) from continuing operations 267 (32,899 ) (14,348 ) (85,103 ) Gain (loss) on disposition of real estate, net 12,356 (803 ) 50,376 (976 ) Net income (loss) attributable to unconsolidated joint ventures $ 12,623 $ (33,702 ) $ 36,028 $ (86,079 ) Company's share of equity in net income (loss) of joint ventures $ 3,506 $ (1,090 ) $ 11,979 $ (6,383 ) Basis differential adjustments (B) 315 373 628 4,001 Equity in net income (loss) of joint ventures $ 3,821 $ (717 ) $ 12,607 $ (2,382 ) (A) Revenue from operations is subject to leasing or other standards. (B) 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, unrecognized preferred PIK, the recognition of deferred gains, 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, leasing and development activities performed related to all of the Company’s unconsolidated joint ventures and interest income on its preferred interests in the BRE DDR Retail Holdings joint ventures are as follows (in millions): Three Months Six Months Ended June 30, Ended June 30, 2018 2017 2018 2017 Revenue from contracts with customers: Asset and property management fees $ 4.9 $ 6.0 $ 10.5 $ 12.2 Development fees and leasing commissions 1.6 1.9 3.5 4.4 Total revenue from contracts with customers 6.5 7.9 14.0 16.6 Other: Interest income 4.8 6.3 9.8 13.8 Other 0.7 0.7 1.2 1.4 Total fee and other income $ 12.0 $ 14.9 $ 25.0 $ 31.8 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 with BRE DDR III, the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned): Common Equity Preferred Investment (Principal) Properties Owned Formation Initial Initial June 30, 2018 Net of Reserve Inception June 30, 2018 BRE DDR III Oct 2014 $ 19.6 $ 300.0 $ 219.9 $ 171.2 70 28 BRE DDR IV Dec 2015 12.9 82.6 66.7 52.0 6 5 $ 382.6 $ 286.6 $ 223.2 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 reassessed the aggregate valuation allowance at June 30, 2018, with respect to its preferred investments in BRE DDR III and BRE DDR IV. Based upon actual timing and values of recent property sales, as well as current market assumptions, the Company adjusted the aggregate valuation allowance by a reduction of $1.6 million and an increase of $2.3 million for the three- and six-month periods ending June 30, 2018, respectively, resulting in a net valuation allowance of $63.4 million. The valuation allowance is recorded as Reserve of Preferred Equity Interests on the Company’s consolidated statements of operations. The Company will continue to monitor the investments and related valuation allowance which could be increased or decreased in future periods, as appropriate. 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. The preferred investments have an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions. Blackstone has the right to defer up to 2.0% of the 8.5% preferred fixed distributions as a payment in kind distribution or “PIK.” 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 cash portion of the preferred fixed distribution will become impaired. As a result of the valuation allowances recorded, the Company no longer recognizes as interest income the 2.0% PIK. Although Blackstone has the right to change its payment election, the Company expects future preferred distributions 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. Disposition of Shopping Centers From January 1, 2018 to June 30, 2018, the DDRM Properties joint venture sold 12 assets for $191.8 million, the BRE DDR III joint venture sold nine assets for $193.9 million and the BRE DDR IV joint venture sold one asset for $40.0 million. The Company’s pro rata share of the aggregate gain from these sales was $9.3 million. |