Investments in Unconsolidated Real Estate Joint Ventures | Investments in Unconsolidated Real Estate Joint Ventures The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures: As of June 30, 2021 Joint Venture Outlet Center Location Ownership % Square Feet Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: Columbus Columbus, OH 50.0 % 355 $ 1.5 $ 70.8 RioCan Canada Various 50.0 % 665 87.4 — $ 88.9 Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 $ (16.2) $ 99.6 National Harbor (2) National Harbor, MD 50.0 % 341 (10.3) 94.5 Galveston/Houston (2) Texas City, TX 50.0 % 353 (12.8) 64.3 $ (39.3) As of December 31, 2020 Joint Venture Outlet Center Location Ownership % Square Feet Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: Columbus Columbus, OH 50.0 % 355 $ 2.0 $ 70.8 RioCan Canada Various 50.0 % 765 92.6 $ — $ 94.6 Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 (12.8) 99.6 National Harbor (2) National Harbor, MD 50.0 % 341 (8.4) 94.5 Galveston/Houston (2) Texas City, TX 50.0 % 353 (19.5) 80.0 $ (40.7) (1) Net of debt origination costs of $1.2 million as of June 30, 2021 and $1.1 million as of December 31, 2020. (2) The negative carrying value is due to distributions exceeding contributions and increases or decreases from our equity in earnings of the joint venture. Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands): Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Fee: Management and marketing $ 537 $ 144 $ 1,045 $ 685 Leasing and other fees 103 15 159 35 Expense reimbursements from unconsolidated joint ventures 719 566 1,527 1,448 Total Fees $ 1,359 $ 725 $ 2,731 $ 2,168 Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Summary Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis (totaling $3.4 million and $3.6 million as of June 30, 2021 and December 31, 2020, respectively) are amortized over the various useful lives of the related assets. Galveston/Houston In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity to July 2023, which required a reduction in principal balance from $80.0 million to $64.5 million. The amendment also changed the interest rate from LIBOR + 1.65% to LIBOR + 1.85%. We are providing property management, marketing and leasing services to the outlet center. RioCan Canada In March 2021, the RioCan joint venture closed on the sale of its outlet center in Saint-Sauveur, for net proceeds of approximately $9.4 million. Our share of the proceeds was approximately $4.7 million. As a result of this transaction, we recorded a loss on the sale of $3.7 million. This includes a $3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income. During June 2020, the Rio-Can joint venture recognized an impairment charge related to its Saint-Sauveur property in Quebec. The impairment charge was primarily driven by deterioration of net operating income caused by market competition and the COVID-19 pandemic. The table below summarizes the impairment charge taken during the second quarter of 2020 (in thousands): Impairment Charge (1) Outlet Center Total Our Share 2020 Saint-Sauveur $ 6,181 $ 3,091 (1) The fair value was determined using an income approach considering the prevailing market income capitalization rates for similar assets. Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands): Condensed Combined Balance Sheets - Unconsolidated Joint Ventures June 30, 2021 December 31, 2020 Assets Land $ 84,114 $ 86,861 Buildings, improvements and fixtures 470,374 471,798 Construction in progress 871 2,976 555,359 561,635 Accumulated depreciation (157,134) (145,810) Total rental property, net 398,225 415,825 Cash and cash equivalents 25,932 21,471 Deferred lease costs and other intangibles, net 4,172 4,849 Prepaids and other assets 14,377 20,478 Total assets $ 442,706 $ 462,623 Liabilities and Owners’ Equity Mortgages payable, net $ 329,314 $ 344,856 Accounts payable and other liabilities 12,752 17,427 Total liabilities 342,066 362,283 Owners’ equity 100,640 100,340 Total liabilities and owners’ equity $ 442,706 $ 462,623 Three months ended Six months ended Condensed Combined Statements of Operations June 30, June 30, - Unconsolidated Joint Ventures 2021 2020 2021 2020 Revenues $ 22,601 $ 16,475 $ 43,594 $ 38,512 Expenses: Property operating 8,448 6,860 16,862 15,989 General and administrative 58 123 86 262 Asset impairment — 6,181 — 6,181 Depreciation and amortization 5,763 5,903 11,664 11,809 Total expenses 14,269 19,067 28,612 34,241 Other income (expense): Interest expense (2,910) (3,232) (5,855) (6,967) Gain on sale of assets — — 503 — Other income 96 6 154 61 Total other expense (2,814) (3,226) (5,198) (6,906) Net income (loss) $ 5,518 $ (5,818) $ 9,784 $ (2,635) The Company and Operating Partnership’s share of: Net income (loss) $ 2,728 $ (2,975) $ 4,497 $ (1,448) Depreciation and amortization (real estate related) $ 2,913 $ 3,017 $ 5,909 $ 6,035 |