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Investments in and Advances to Joint Ventures
12 Months Ended
Dec. 31, 2021
Equity Method Investments And Joint Ventures [Abstract]  
Investments in and Advances to Joint Ventures

3.

Investments in and Advances to Joint Ventures

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, 2021, are as follows:

Unconsolidated Real Estate Ventures

 

Partner

 

Effective

Ownership

Percentage

 

 

Operating

Properties

DDRM Properties

 

Madison International Realty

 

20.0%

 

 

24

Dividend Trust Portfolio JV LP

 

Chinese Institutional Investors

 

20.0

 

 

10

DDR SAU Retail Fund, LLC

 

State of Utah

 

20.0

 

 

11

Other Joint Venture Interests

 

Various

 

25.75–50.0

 

 

2

 

 

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

 

December 31,

 

 

2021

 

 

2020

 

Condensed Combined Balance Sheets

 

 

 

 

 

 

 

Land

$

378,442

 

 

$

441,412

 

Buildings

 

1,092,245

 

 

 

1,258,879

 

Fixtures and tenant improvements

 

123,313

 

 

 

137,663

 

 

 

1,594,000

 

 

 

1,837,954

 

Less: Accumulated depreciation

 

(441,215

)

 

 

(492,288

)

 

 

1,152,785

 

 

 

1,345,666

 

Construction in progress and land

 

5,778

 

 

 

58,201

 

Real estate, net

 

1,158,563

 

 

 

1,403,867

 

Cash and restricted cash

 

37,535

 

 

 

35,212

 

Receivables, net

 

16,854

 

 

 

25,719

 

Other assets, net

 

49,029

 

 

 

61,381

 

 

$

1,261,981

 

 

$

1,526,179

 

 

 

 

 

 

 

 

 

Mortgage debt

$

873,336

 

 

$

1,029,579

 

Notes and accrued interest payable to the Company

 

3,331

 

 

 

4,375

 

Other liabilities

 

51,473

 

 

 

57,349

 

 

 

928,140

 

 

 

1,091,303

 

Accumulated equity

 

333,841

 

 

 

434,876

 

 

$

1,261,981

 

 

$

1,526,179

 

 

 

 

 

 

 

 

 

Company's share of accumulated equity

$

59,286

 

 

$

72,555

 

Basis differentials

 

2,946

 

 

 

1,644

 

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

 

(937

)

 

 

(1,277

)

Amounts payable to the Company

 

3,331

 

 

 

4,375

 

Investments in and Advances to Joint Ventures, net

$

64,626

 

 

$

77,297

 

 

 

For the Year Ended December 31,

 

 

2021

 

 

2020

 

 

2019

 

Condensed Combined Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

Revenues from operations

$

195,559

 

 

$

252,946

 

 

$

428,281

 

Expenses from operations:

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

53,391

 

 

 

77,040

 

 

 

118,412

 

Impairment charges(A)

 

 

 

 

33,240

 

 

 

13,807

 

Depreciation and amortization

 

66,618

 

 

 

99,779

 

 

 

149,749

 

Interest expense

 

43,379

 

 

 

60,010

 

 

 

93,887

 

Preferred share expense

 

 

 

 

15,708

 

 

 

21,832

 

Other expense, net

 

12,074

 

 

 

13,796

 

 

 

20,563

 

 

 

175,462

 

 

 

299,573

 

 

 

418,250

 

Income (loss) before gain on disposition of real estate

 

20,097

 

 

 

(46,627

)

 

 

10,031

 

Gain on disposition of real estate, net

 

89,935

 

 

 

9,257

 

 

 

67,011

 

Net income (loss) attributable to unconsolidated joint ventures

$

110,032

 

 

$

(37,370

)

 

$

77,042

 

Company's share of equity in net income of joint ventures

$

49,417

 

 

$

1,109

 

 

$

10,743

 

Basis differential adjustments(B)

 

(2,120

)

 

 

407

 

 

 

776

 

Equity in net income of joint ventures

$

47,297

 

 

$

1,516

 

 

$

11,519

 

(A)

For the years ended December 31, 2020 and 2019, the Company’s proportionate share was $1.9 million and $2.5 million, respectively.  The Company’s share of the impairment charges was reduced by the impact of the other than temporary impairment charges previously recorded on these investments, as appropriate, as discussed below.  

(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.  

The impact of the COVID-19 pandemic on revenues and receivables for the Company’s joint ventures is more fully described in Note 2.

Revenues earned by the Company related to all of the Company’s unconsolidated joint ventures and interest income on its preferred interests are as follows (in millions):

 

 

For the Year Ended December 31,

 

 

2021

 

 

2020

 

 

2019

 

Revenue from contracts:

 

 

 

 

 

 

 

 

 

 

 

Asset and property management fees

$

10.6

 

 

$

12.8

 

 

$

19.7

 

Development fees, leasing commissions and other

 

2.2

 

 

 

4.2

 

 

 

5.2

 

 

 

12.8

 

 

 

17.0

 

 

 

24.9

 

Other:

 

 

 

 

 

 

 

 

 

 

 

Interest income(A)

 

 

 

 

12.0

 

 

 

16.7

 

Other

 

1.7

 

 

 

2.1

 

 

 

3.2

 

 

 

1.7

 

 

 

14.1

 

 

 

19.9

 

 

$

14.5

 

 

$

31.1

 

 

$

44.8

 

 

(A)

Interest income recorded in 2020 and 2019 related to preferred equity interests in the BRE DDR Joint Ventures, which were transferred or redeemed in the fourth quarter of 2020.

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.  

Disposition of Shopping Centers, Undeveloped Land and Joint Venture Interests

In 2021, one of the Company’s unconsolidated joint ventures sold its sole asset, which was a parcel of undeveloped land (approximating 70 acres) in Richmond Hill, Ontario.  The Company’s share of net proceeds totaled $22.1 million, after accounting for customary closing costs and foreign currency translation but before income tax.  The net proceeds include $6.1 million that are held in escrow, of which $2.1 million is expected to be released to the Company in 2022 after the receipt of certain tax clearance certificates from the Canadian taxing authorities, and the remaining $4.0 million is considered contingent and should be released upon final dissolution of the partnership.  The Company recorded an aggregate gain on the transaction of $14.9 million, which included its $2.8 million share of the gain reported by the joint venture, as well as $12.1 million related to the Company’s promoted interest on the disposition of the investment net of the write-off of the accumulated foreign currency translation and contingent estimated income taxes.  Subsequent to the transaction, the Company has no other investments outside the United States.  

In December 2021, the Company acquired the 80% equity interest in six assets owned by the DDRM Properties Joint Venture (Village Square at Golf, Boynton Beach, Florida; Shoppes at Paradise Point, Fort Walton Beach, Florida; Midway Plaza, Tamarac, Florida; North Point Plaza, Tampa, Florida; The Shoppes at New Tampa, Wesley Chapel, Florida and Paradise Shoppes of Ellenwood, Ellenwood, Georgia) for $107.2 million, and stepped up the previous 20% interest due to change in control, with $73.9 million of mortgage debt related to the properties repaid at closing.  The transaction resulted in a Gain on Sale and Change in Control of Interests of $7.2 million (Note 5).

In connection with estimating the fair value of the net assets acquired from the DDRM assets, the fair value of each property was estimated, and the aggregate gross fair value of the properties acquired was estimated to be $134.0 million ( at 100%).  The valuation technique used to value the properties was a discounted cash flow analysis for each property. The discounted cash flow analyses used to estimate the fair value of properties acquired involves significant estimates and assumptions, including discount rates, exit capitalization rates and certain market leasing assumptions. 

Excluding the Richmond Hill and DDRM Properties Joint Venture transactions noted above, the Company’s joint ventures sold six, two and six shopping centers and land parcels for an aggregate sales price of $135.5 million, $27.7 million and $356.3 million, respectively, of which the Company’s share of the gain on sale was $36.6 million, $1.8 million and $4.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

In 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 $140.4 million.  The Company recorded a Gain on Sale of Joint Venture Interests of $45.6 million in connection with this sale.  In addition, in the fourth quarter of 2020, the Company transferred and redeemed its common and preferred equity interests in the BRE DDR Joint Ventures in exchange for the acquisition of certain of the underlying assets resulting in a Loss on Sale of Joint Venture Interests of $0.2 million.

All transactions with the Company’s equity affiliates are described above.