Investments in and Advances to Joint Ventures | 3. Investments in and Advances to Joint Ventures At March 31, 2020 and December 31, 2019, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 78 and 100 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): March 31, 2020 December 31, 2019 Condensed Combined Balance Sheets Land $ 556,291 $ 895,427 Buildings 1,687,612 2,583,053 Fixtures and tenant improvements 154,278 233,303 2,398,181 3,711,783 Less: Accumulated depreciation (548,541 ) (949,879 ) 1,849,640 2,761,904 Construction in progress and land 52,603 58,855 Real estate, net 1,902,243 2,820,759 Cash and restricted cash 59,184 109,260 Receivables, net 22,442 37,191 Other assets, net 105,457 147,129 $ 2,089,326 $ 3,114,339 Mortgage debt $ 1,434,981 $ 1,640,146 Notes and accrued interest payable to the Company 4,896 4,975 Other liabilities 97,384 142,754 1,537,261 1,787,875 Redeemable preferred equity – (A) 218,315 217,871 Accumulated equity 333,750 1,108,593 $ 2,089,326 $ 3,114,339 Company's share of accumulated equity $ 74,165 $ 186,247 Redeemable preferred equity, net (B) 93,909 112,589 Basis differentials 7,518 (6,864 ) Deferred development fees, net of portion related to the Company's interest (1,505 ) (2,452 ) Amounts payable to the Company 4,896 4,975 Investments in and Advances to Joint Ventures, net $ 178,983 $ 294,495 (A) Includes PIK that the Company has accrued since March 2017 of $18.4 million and $17.3 million at March 31, 2020 and December 31, 2019, respectively, which, in each case, was fully reserved. (B) Amount is net of the valuation allowance of $106.0 million and $87.9 million at March 31, 2020 and December 31, 2019, respectively, and the fully reserved PIK. Three Months Ended March 31, 2020 2019 Condensed Combined Statements of Operations Revenues from operations $ 85,621 $ 109,103 Expenses from operations: Operating expenses 24,415 30,061 Impairment charges 31,720 12,267 Depreciation and amortization 30,104 39,504 Interest expense 17,755 25,656 Preferred share expense 4,530 5,459 Other expense, net 4,657 5,456 113,181 118,403 Loss before gain on disposition of real estate (27,560 ) (9,300 ) Gain on disposition of real estate, net 8,906 15,966 Net (loss) income attributable to unconsolidated joint ventures $ (18,654 ) $ 6,666 Company's share of equity in net income of joint ventures $ 2,015 $ 845 Basis differential adjustments (A) 156 198 Equity in net income of joint ventures $ 2,171 $ 1,043 (A) 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 Joint Ventures (as defined below) are as follows (in millions): Three Months Ended March 31, 2020 2019 Revenue from contracts: Asset and property management fees $ 4.5 $ 5.2 Development fees, leasing commissions and other 2.6 1.4 7.1 6.6 Other: Interest income 3.5 4.2 Other 0.7 0.8 4.2 5.0 $ 11.3 $ 11.6 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 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 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. Blackstone has made this PIK deferral election since the formation of both joint ventures. The preferred interest 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 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 accrued 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 Company reassesses the aggregate valuation allowance quarterly, based upon actual timing and values of recent property sales, as well as current market assumptions. The Company has a valuation allowance at March 31, 2020 recorded on each of the BRE DDR III and BRE DDR IV preferred investment interests on a net basis, as described below. The Company adjusted the aggregate valuation allowances by an increase of $18.1 million for the three months ended March 31, 2020. Adjustments to the valuation allowances are 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 preferred investments are summarized as follows (in millions, except properties owned): Preferred Investment (Principal) Redemption Date Initial March 31, 2020 Valuation Allowance Net of Reserve Properties Owned at March 31, 2020 BRE DDR III October 2021 $ 300.0 $ 132.4 $ (88.2 ) $ 44.2 13 BRE DDR IV December 2022 82.6 64.0 (17.8 ) 46.2 5 $ 382.6 $ 196.4 $ (106.0 ) $ 90.4 Disposition of Shopping Centers and Joint Venture Interest In February 2020, the Company sold its 15% interest in the DDRTC joint venture to its partner, an affiliate of TIAA-CREF, which resulted in net proceeds to the Company of $140.5 million in the three months ended March 31, 2020 and prior to any working capital adjustments (which are expected to be finalized in the second quarter of 2020). The Company recorded a gain on sale of joint venture interest of $45.7 million in connection with this sale. From January 1, 2020 to March 31, 2020, one shopping center was sold for $25.0 million, of which the Company’s share of the gain on sale was $1.7 million. |