| 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:
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As of September 30, 2018 |
Joint Venture |
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Outlet Center Location |
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Ownership % |
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Square Feet
(in 000's)
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Carrying Value of Investment (in millions) |
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Total Joint Venture Debt, Net
(in millions)(1)
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Investments included in investments in unconsolidated joint ventures: |
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National Harbor |
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National Harbor, MD |
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50.0 |
% |
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341 |
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$ |
0.6 |
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$ |
86.7 |
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RioCan Canada |
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Various |
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50.0 |
% |
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923 |
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110.7 |
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10.2 |
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$ |
111.3 |
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Investments included in other liabilities: |
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Columbus(2)
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Columbus, OH |
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50.0 |
% |
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355 |
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$ |
(1.1 |
) |
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$ |
84.7 |
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Charlotte(2)
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Charlotte, NC |
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50.0 |
% |
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398 |
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(10.3 |
) |
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99.5 |
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Galveston/Houston (2)
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Texas City, TX |
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50.0 |
% |
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353 |
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(15.3 |
) |
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79.5 |
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$ |
(26.7 |
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As of December 31, 2017 |
Joint Venture |
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Outlet Center Location |
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Ownership % |
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Square Feet
(in 000's)
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Carrying Value of Investment (in millions) |
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Total Joint Venture Debt, Net
(in millions)(1)
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Investments included in investments in unconsolidated joint ventures: |
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Columbus |
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Columbus, OH |
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50.0 |
% |
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355 |
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$ |
1.1 |
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$ |
84.4 |
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National Harbor |
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National Harbor, MD |
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50.0 |
% |
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341 |
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2.5 |
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86.4 |
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RioCan Canada |
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Various |
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50.0 |
% |
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923 |
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115.8 |
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11.1 |
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$ |
119.4 |
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Investments included in other liabilities: |
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Charlotte(2)
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Charlotte, NC |
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50.0 |
% |
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398 |
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$ |
(4.1 |
) |
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$ |
89.8 |
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Galveston/Houston (2)
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Texas City, TX |
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50.0 |
% |
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353 |
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(13.0 |
) |
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79.4 |
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$ |
(17.1 |
) |
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(1) |
Net of debt origination costs and including premiums of $1.4 million as of September 30, 2018 and December 31, 2017.
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(2) |
The negative carrying value is due to distributions exceeding contributions and increases or decreases from our equity in earnings of the joint venture. |
Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2018 |
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2017 |
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2018 |
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2017 |
Fee: |
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Management and marketing |
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$ |
571 |
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$ |
564 |
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$ |
1,704 |
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$ |
1,676 |
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Leasing and other fees |
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12 |
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24 |
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122 |
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100 |
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Total Fees |
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$ |
583 |
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$ |
588 |
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$ |
1,826 |
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$ |
1,776 |
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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 $4.1 million and $4.2 million as of September 30, 2018 and December 31, 2017, respectively) are amortized over the various useful lives of the related assets.
Charlotte
In June 2018, the Charlotte joint venture closed on a $100.0 million mortgage loan with a fixed interest rate of 4.3% and a maturity date of July 2028. The proceeds from the loan were used to pay off the $90.0 million mortgage loan with an interest rate of LIBOR + 1.45%, which had an original maturity date of November 2018. The joint venture distributed the incremental net loan proceeds of $9.3 million equally to the partners.
RioCan Canada
During the third quarter of 2017, the joint venture determined for its Bromont and Saint Sauveur, Quebec outlet centers that the estimated future undiscounted cash flows of those properties did not exceed the properties' carrying values based on the joint venture's expectations of the future performance of the centers. Therefore, the joint venture recorded an $18.0 million non-cash impairment charge in its statement of operations, which equaled the excess of the properties' carrying values over their fair values. The fair values were determined using a market approach considering the prevailing market income capitalization rates for similar assets. Our share of this impairment charge, $9.0 million, was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.
Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):
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Condensed Combined Balance Sheets - Unconsolidated Joint Ventures |
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September 30, 2018 |
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December 31, 2017 |
Assets |
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Land |
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$ |
94,118 |
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$ |
95,686 |
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Buildings, improvements and fixtures |
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503,430 |
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505,618 |
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Construction in progress |
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3,169 |
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3,005 |
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600,717 |
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604,309 |
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Accumulated depreciation |
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(110,213 |
) |
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(93,837 |
) |
Total rental property, net |
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490,504 |
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510,472 |
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Cash and cash equivalents |
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13,366 |
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25,061 |
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Deferred lease costs and other intangibles, net |
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9,387 |
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10,985 |
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Prepaids and other assets |
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18,142 |
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15,073 |
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Total assets |
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$ |
531,399 |
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$ |
561,591 |
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Liabilities and Owners' Equity |
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Mortgages payable, net |
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$ |
360,600 |
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$ |
351,259 |
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Accounts payable and other liabilities |
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11,114 |
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14,680 |
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Total liabilities |
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371,714 |
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365,939 |
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Owners' equity |
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159,685 |
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195,652 |
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Total liabilities and owners' equity |
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$ |
531,399 |
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$ |
561,591 |
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Three months ended |
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Nine months ended |
Condensed Combined Statements of Operations |
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September 30, |
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September 30, |
- Unconsolidated Joint Ventures |
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2018 |
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2017 |
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2018 |
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2017 |
Revenues |
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$ |
23,538 |
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$ |
25,241 |
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$ |
70,940 |
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$ |
72,588 |
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Expenses: |
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Property operating |
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9,147 |
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8,987 |
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28,032 |
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27,242 |
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General and administrative |
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49 |
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72 |
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301 |
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289 |
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Asset impairment |
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— |
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18,042 |
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— |
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18,042 |
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Depreciation and amortization |
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6,860 |
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6,998 |
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19,768 |
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21,453 |
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Total expenses |
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16,056 |
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34,099 |
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48,101 |
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67,026 |
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Operating income (loss) |
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7,482 |
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(8,858 |
) |
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22,839 |
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5,562 |
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Interest expense |
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(3,810 |
) |
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(2,776 |
) |
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(10,275 |
) |
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(7,497 |
) |
Other non-operating income |
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68 |
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20 |
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175 |
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23 |
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Net income (loss) |
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$ |
3,740 |
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$ |
(11,614 |
) |
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$ |
12,739 |
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$ |
(1,912 |
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The Company and Operating Partnership's share of: |
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Net income (loss) |
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$ |
1,833 |
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$ |
(5,893 |
) |
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$ |
6,233 |
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$ |
(1,201 |
) |
Depreciation and amortization and asset impairments (real estate related) |
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$ |
3,466 |
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$ |
12,604 |
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$ |
10,020 |
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$ |
19,992 |
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