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Investments in and Advances to Joint Ventures (Tables)
12 Months Ended
Dec. 31, 2014
Summary of Company's Equity Method Joint Ventures Included in Investments in and Advances

The Company’s equity method joint ventures, which are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet at December 31, 2014, are as follows:

 

Unconsolidated Real Estate Ventures

 

Effective

Ownership

Percentage

 

 

Assets Owned

DDR Domestic Retail Fund I

 

 

20.0%

 

 

56 grocery-anchored retail centers in several states

DDR SAU Retail Fund, LLC

 

20.0

 

 

23 grocery-anchored retail centers in several states

DDRTC Core Retail Fund, LLC

 

15.0

 

 

26 shopping centers in several states

BRE DDR Retail Holdings III

 

5.0

 

 

70 shopping centers in several states

Other Joint Venture Interests

 

25.2579.45

 

 

13 shopping centers in several states and a management company

Coventry II Fund

 

20.0

 

 

Three shopping centers in three states

 

Investments in and Advances to Joint Ventures

Investments in and Advances to Joint Ventures include the following items, which represent the difference between the Company’s investment and its share of all of the unconsolidated joint ventures’ underlying net assets (in millions):

 

 

December 31,

 

 

2014

 

 

2013

 

Company's share of accumulated equity

$

122.9

 

 

$

365.3

 

Redeemable preferred equity and other(A)

 

305.3

 

 

 

72.2

 

Basis differentials

 

(13.0

)

 

 

10.6

 

Deferred development fees, net of portion related to the Company's interest

 

(2.5

)

 

 

(2.8

)

Amounts payable to DDR

 

2.1

 

 

 

2.7

 

Investments in and Advances to Joint Ventures

$

414.8

 

 

$

448.0

 

(A)

Primarily related to $305.3 million and $71.8 million in preferred equity investments in joint ventures with an affiliate of The Blackstone Group L.P. (collectively “Blackstone”), at December 31, 2014 and 2013, respectively.  

Schedule of Business Acquisitions

In 2014 and 2013, the Company acquired the following shopping centers (in millions):

 

Location or Transaction

 

Date

Acquired

 

Gross

Purchase

Price

 

 

Face Value of

Mortgage Debt

Assumed

 

Colorado Springs, CO

 

April 2014

 

$

29.4

 

 

$

12.9

 

Roseville, CA

 

May 2014

 

 

89.5

 

 

 

 

Cincinnati, OH

 

May 2014

 

 

29.5

 

 

 

 

Chicago, IL

 

June 2014

 

 

98.0

 

 

 

35.5

 

Philadelphia, PA

 

August 2014

 

 

31.5

 

 

 

 

Blackstone II Acquisition (seven assets)(A)

 

September 2014

 

 

395.3

 

 

 

233.3

 

Erie, PA(A)

 

December 2014

 

 

15.6

 

 

 

 

Oakland, CA

 

February 2013

 

 

41.1

 

 

 

 

Dallas, TX

 

March 2013

 

 

40.3

 

 

 

 

Tampa, FL; Atlanta, GA; Newport News, VA and

   Richmond, VA (two assets)(A)

 

April 2013

 

 

110.5

 

 

 

 

Parcels adjacent to existing shopping centers

 

June 2013

 

 

11.7

 

 

 

 

Orlando, FL and Atlanta, GA

 

July 2013

 

 

258.5

 

 

 

139.4

 

Blackstone I Acquisition (30 assets)(A)

 

October 2013

 

 

1,548.4

 

 

 

792.9

 

(A)

Acquired from various unconsolidated joint ventures in separate transactions. See description of Blackstone Acquisitions below. Due to the change in control that occurred, the Company recorded an aggregate Gain on Change in Control of $4.3 million and $19.9 million for the years ended December 31, 2014 and 2013, respectively, associated with these acquisitions related to the difference between the Company’s carrying value and fair value of its previously held equity interest on the respective acquisition date.  

BRE DDR Retail Holdings Joint Venture Acquisitions [Member]  
Schedule of Business Acquisitions

The joint ventures were completed on similar terms as follows:

Terms

 

BRE DDR Retail Holdings II

 

 

BRE DDR Retail Holdings III

 

Date acquired

 

August 2013

 

 

October 2014

 

Number of centers

 

 

7

 

 

 

70

 

Gross leasable area ("GLA")(A)

 

2.3 million

 

 

11.4 million

 

DDR common equity interest (5%)

 

$3.5 million

 

 

$19.6 million

 

DDR preferred equity interest

 

$30.0 million

 

 

$300.0 million

 

Preferred equity fixed dividend rate per annum

 

 

9.0%

 

 

 

8.5%

 

Transaction value at 100%

 

$332.0 million

 

 

$1.93 billion

 

Maximum preferred equity fixed distribution deferral

 

 

22.2%

 

 

 

23.5%

 

Fixed distribution rate per annum for any deferred and unpaid

   preferred equity distributions

 

 

9.0%

 

 

 

8.5%

 

Mortgage debt assumed at 100%

 

$206.6 million

 

 

$436.8 million

 

New mortgage financings at 100%

 

$28.0 million

 

 

$800.0 million

 

(A)

All references to GLA or square feet are unaudited.

Unconsolidated Joint Ventures [Member]  
Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments

Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands):

 

 

December 31,

 

 

2014

 

 

2013

 

Condensed Combined Balance Sheets

 

 

 

 

 

 

 

Land

$

1,439,849

 

 

$

1,275,232

 

Buildings

 

3,854,585

 

 

 

3,940,806

 

Fixtures and tenant improvements

 

200,696

 

 

 

266,851

 

 

 

5,495,130

 

 

 

5,482,889

 

Less: Accumulated depreciation

 

(773,256

)

 

 

(839,867

)

 

 

4,721,874

 

 

 

4,643,022

 

Land held for development and construction in progress

 

55,698

 

 

 

116,088

 

Real estate, net

 

4,777,572

 

 

 

4,759,110

 

Cash and restricted cash

 

100,812

 

 

 

282,866

 

Receivables, net

 

80,508

 

 

 

101,003

 

Other assets

 

394,751

 

 

 

196,615

 

 

$

5,353,643

 

 

$

5,339,594

 

 

 

 

 

 

 

 

 

Mortgage debt

$

3,552,764

 

 

$

3,282,643

 

Notes and accrued interest payable to DDR(A)

 

144,831

 

 

 

127,679

 

Other liabilities

 

276,998

 

 

 

245,368

 

 

 

3,974,593

 

 

 

3,655,690

 

Redeemable preferred equity

 

305,310

 

 

 

71,771

 

Accumulated equity

 

1,073,740

 

 

 

1,612,133

 

 

$

5,353,643

 

 

$

5,339,594

 

Company's share of Accumulated Equity

$

122,937

 

 

$

365,297

 

(A)

The Company had net amounts receivable from several joint ventures aggregating $2.1 million and $2.7 million at December 31, 2014 and 2013, respectively, which were included in Investments in and Advances to Joint Ventures on the consolidated balance sheets.  

Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments

 

 

For the Year Ended December 31,

 

 

2014

 

 

2013

 

 

2012

 

Condensed Combined Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

Revenues from operations

$

485,764

 

 

$

635,933

 

 

$

622,771

 

Expenses from operations:

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

167,691

 

 

 

210,829

 

 

 

200,662

 

Impairment charges(A)

 

21,583

 

 

 

43,913

 

 

 

840

 

Depreciation and amortization

 

151,651

 

 

 

201,021

 

 

 

175,225

 

Interest expense

 

171,803

 

 

 

204,893

 

 

 

203,205

 

Other (income) expense, net

 

18,249

 

 

 

2,298

 

 

 

10,435

 

 

 

530,977

 

 

 

662,954

 

 

 

590,367

 

(Loss) income before tax expense and discontinued operations

 

(45,213

)

 

 

(27,021

)

 

 

32,404

 

Income tax expense (primarily Sonae Sierra Brasil), net

 

(6,565

)

 

 

(27,553

)

 

 

(25,444

)

(Loss) income from continuing operations

 

(51,778

)

 

 

(54,574

)

 

 

6,960

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations(B)

 

(13,955

)

 

 

(65,951

)

 

 

(79,705

)

Gain (loss) on disposition of real estate, net of tax(C)

 

55,020

 

 

 

(19,190

)

 

 

11,739

 

Loss before gain on disposition of real estate, net

 

(10,713

)

 

 

(139,715

)

 

 

(61,006

)

Gain on disposition of real estate, net

 

10,116

 

 

 

794

 

 

 

54,582

 

Net loss

$

(597

)

 

$

(138,921

)

 

$

(6,424

)

Income attributable to non-controlling interests

 

(2,022

)

 

 

(26,005

)

 

 

(42,995

)

Net loss attributable to unconsolidated joint ventures

$

(2,619

)

 

$

(164,926

)

 

$

(49,419

)

Company's share of equity in net income of joint ventures(D)

$

9,218

 

 

$

3,314

 

 

$

33,512

 

Basis differential adjustments(E)

 

1,771

 

 

 

3,505

 

 

 

1,738

 

Equity in net income of joint ventures(D)

$

10,989

 

 

$

6,819

 

 

$

35,250

 

(A)

For the years ended December 31, 2014, 2013 and 2012, the Company’s proportionate share was $4.4 million, $6.6 million and $0.4 million, respectively.  

(B)

For the years ended December 31, 2014, 2013 and 2012, impairment charges included in discontinued operations related to asset sales were $11.1 million, $49.3 million and $56.3 million, respectively, of which the Company’s proportionate share was $0.8 million, $4.0 million and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.  The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges recorded on these investments, as appropriate, as discussed below.  

(C)

For the year ended December 31, 2013, the loss primarily was attributable to an investment in the Coventry II Fund in which the Company had a 20% interest.  The joint venture recorded a loss of $32.6 million on the transfer of its ownership of one of its properties to the lender.  The Company’s share of the loss was zero as the Company had previously written off its investment in this operating property.  

(D)

The Company is not recording income or loss from those investments in which its investment basis is zero as the Company does not have the intent or obligation to fund any additional capital in the joint ventures.  

(E)

The difference between the Company’s share of net income, as reported above, and the amounts included in the 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 Company's Unconsolidated Joint Ventures

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):

 

 

For the Year Ended December 31,

 

 

2014

 

 

2013

 

 

2012

 

Management and other fees

$

24.9

 

 

$

29.3

 

 

$

28.6

 

Development fees and leasing commissions

 

6.4

 

 

 

10.0

 

 

 

8.7

 

Interest income

 

11.0

 

 

 

16.1

 

 

 

9.7