Investments in and Advances to Joint Ventures | 3. Investments in and Advances to Joint Ventures At June 30, 2019 and December 31, 2018, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 102 and 106 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): June 30, 2019 December 31, 2018 Condensed Combined Balance Sheets Land $ 958,904 $ 1,004,289 Buildings 2,705,984 2,804,027 Fixtures and tenant improvements 227,616 221,412 3,892,504 4,029,728 Less: Accumulated depreciation (943,915 ) (935,921 ) 2,948,589 3,093,807 Construction in progress and land 52,375 56,498 Real estate, net 3,000,964 3,150,305 Cash and restricted cash 84,623 94,111 Receivables, net 38,091 44,702 Other assets, net 175,882 186,693 $ 3,299,560 $ 3,475,811 Mortgage debt $ 1,844,589 $ 2,212,503 Notes and accrued interest payable to the Company 6,216 5,182 Other liabilities 152,840 161,372 2,003,645 2,379,057 Redeemable preferred equity – (A) 263,222 274,493 Accumulated equity 1,032,693 822,261 $ 3,299,560 $ 3,475,811 Company's share of accumulated equity $ 176,261 $ 145,786 Redeemable preferred equity, net (B) 170,313 189,891 Basis differentials (9,484 ) (8,536 ) Deferred development fees, net of portion related to the Company's interest (2,425 ) (2,700 ) Amounts payable to the Company 6,216 5,182 Investments in and Advances to Joint Ventures, net $ 340,881 $ 329,623 (A) Includes PIK that has accrued since March 2017 of $14.8 million and $12.2 million, which was fully reserved by the Company at June 30, 2019 and December 31, 2018, respectively. (B) Amount is net of the valuation allowance of $78.2 million and $72.4 million and the fully reserved PIK of $14.8 million and $12.2 million at June 30, 2019 and December 31, 2018, respectively. Three Months Six Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Condensed Combined Statements of Operations Revenues from operations (A) $ 105,580 $ 107,759 $ 214,683 $ 222,284 Expenses from operations: Operating expenses 30,482 32,314 60,543 66,695 Impairment charges — — 12,267 16,910 Depreciation and amortization 36,969 37,299 76,473 76,976 Interest expense 25,286 24,946 50,942 49,189 Preferred share expense 5,484 6,317 10,943 12,825 Other (income) expense, net 5,885 6,616 11,341 14,037 104,106 107,492 222,509 236,632 Income (loss) before gain on disposition of real estate 1,474 267 (7,826 ) (14,348 ) (Loss) gain on disposition of real estate, net (321 ) 12,356 15,645 50,376 Net income attributable to unconsolidated joint ventures $ 1,153 $ 12,623 $ 7,819 $ 36,028 Company's share of equity in net income of joint ventures $ 1,602 $ 3,506 $ 2,447 $ 11,979 Basis differential adjustments (B) 189 315 387 628 Equity in net income of joint ventures $ 1,791 $ 3,821 $ 2,834 $ 12,607 (A) Revenue from operations is subject to leasing or other standards. (B) The difference between the Company’s share of net income, 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. Revenues earned by the Company 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 (as defined below) are as follows (in millions): Three Months Six Months Ended June 30, Ended June 30, 2019 2018 2019 2018 Revenue from contracts: Asset and property management fees $ 4.8 $ 4.9 $ 10.1 $ 10.5 Development fees, leasing commissions and other 1.1 1.6 2.5 3.5 Total revenue from contracts with customers 5.9 6.5 12.6 14.0 Other: Interest income 4.2 4.8 8.4 9.8 Other 0.8 0.7 1.5 1.2 Total fee and other income $ 10.9 $ 12.0 $ 22.5 $ 25.0 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. 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 SITE Centers 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. 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 (“PIK”) distribution . B lackstone 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 . The Preferred investments are summarized as follows (in millions, except properties owned): Preferred Investment (Principal) Properties Owned Formation Initial June 30, 2019 Valuation Allowance Net of Reserve Inception June 30, 2019 BRE DDR III 2014 $ 300.0 $ 180.2 $ (71.5 ) $ 108.7 70 14 BRE DDR IV 2015 82.6 64.1 (6.7 ) 57.4 6 5 $ 382.6 $ 244.3 $ (78.2 ) $ 166.1 The Company reassessed the aggregate valuation allowance at June 30, 2019, with respect to its preferred investments in the BRE DDR Joint Ventures. Based upon actual timing and values of recent property sales, as well as current market assumptions, the Company adjusted the aggregate valuation allowance by an increase of $4.6 million and $5.7 million for the three and six months ended June 30, 2019, respectively, resulting in a net valuation allowance of $78.2 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. Disposition of Shopping Centers From January 1, 2019 to June 30, 2019, the Company’s joint ventures sold four shopping centers for $128.2 million, of which the Company’s share of the gain on sale was $1.5 million. |