Quarterly report pursuant to Section 13 or 15(d)

Investments in Unconsolidated Real Estate Joint Ventures

v3.19.3
Investments in Unconsolidated Real Estate Joint Ventures
9 Months Ended
Sep. 30, 2019
Investments In Unconsolidated Real Estate Joint Ventures [Abstract]  
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 September 30, 2019
Joint Venture
 
Outlet Center Location
 
Ownership %
 
Square Feet
(in 000’s)
 
Carrying Value of Investment (in millions)
 
Total Joint Venture Debt, Net
(in millions)(1)
Investments included in investments in unconsolidated joint ventures:
 
 
 
 
RioCan Canada
 
Various
 
50.0
%
 
764

 
$
94.4

 
$
9.2

 
 
 
 
 
 
$
94.4

 


Investments included in other liabilities:
 
 
 
 
Columbus(2)
 
Columbus, OH
 
50.0
%
 
355

 
$
(2.7
)
 
$
84.9

Charlotte(2)
 
Charlotte, NC
 
50.0
%
 
399

 
(11.8
)
 
99.5

National Harbor(2)
 
National Harbor, MD
 
50.0
%
 
341

 
(5.7
)
 
94.4

Galveston/Houston (2)
 
Texas City, TX
 
50.0
%
 
353

 
(20.1
)
 
79.8

 
 
 
 
 
 
$
(40.3
)
 




As of December 31, 2018
Joint Venture
 
Outlet Center Location
 
Ownership %
 
Square Feet
(in 000’s)
 
Carrying Value of Investment (in millions)
 
Total Joint Venture Debt, Net
(in millions)(1)
Investments included in investments in unconsolidated joint ventures:
 
 
 
 
RioCan Canada
 
Various
 
50.0
%
 
924

 
$
96.0

 
$
9.3

 
 
 
 
 
 
$
96.0

 
 
Investments included in other liabilities:
 
 
 
 
 
 
Columbus (2)
 
Columbus, OH
 
50.0
%
 
355

 
$
(1.6
)
 
$
84.7

Charlotte(2)
 
Charlotte, NC
 
50.0
%
 
398

 
(10.8
)
 
99.5

National Harbor (2)
 
National Harbor, MD
 
50.0
%
 
341

 
(5.1
)
 
94.5

Galveston/Houston(2)
 
Texas City, TX
 
50.0
%
 
353

 
(15.0
)
 
79.6

 
 
 
 
 
 
$
(32.5
)
 



(1)
Net of debt origination costs and including premiums of $1.2 million and $1.4 million as of September 30, 2019 and December 31, 2018, respectively.
(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

Nine months ended
 
 
September 30,

September 30,
 
 
2019
 
2018

2019

2018
Fee:
 
 
 
 
 
 

 
 

Management and marketing
 
$
567

 
$
571

 
$
1,696

 
$
1,704

Leasing and other fees
 
32

 
12

 
71

 
122

Expense reimbursements from unconsolidated joint ventures
 
757

 
656

 
2,176

 
1,754

Total Fees
 
$
1,356

 
$
1,239

 
$
3,943

 
$
3,580



Expense reimbursements from unconsolidated joint ventures were previously included in expense reimbursements in our September 30, 2018 Form 10-Q. As these revenues are not related to leases, the 2018 amounts have been reclassified to management, leasing and other services on the consolidated statements of operations to conform to the current year presentation. See Note 17 for discussion of adoption of Accounting Standards Codification Topic 842 “Leases”.

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 $3.9 million and $4.1 million as of September 30, 2019 and December 31, 2018, respectively) are amortized over the various useful lives of the related assets.

RioCan Canada

In May 2019, the RioCan joint venture closed on the sale of its outlet center in Bromont, for net proceeds of approximately $6.4 million. Our share of the proceeds was approximately $3.2 million. As a result of this transaction, we recorded a foreign currency loss of approximately $3.6 million in other income (expense), which had been previously recorded in other comprehensive income.


Columbus

In October 2019, the joint venture exercised its option to extend the mortgage loan for one year to November 2020 under the same terms. The mortgage loan has one remaining one-year extension option.

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
 
September 30, 2019
 
December 31, 2018
Assets
 
 

 
 

Land
 
$
90,145

 
$
91,443

Buildings, improvements and fixtures
 
472,794

 
469,834

Construction in progress
 
4,914

 
2,841

 
 
567,853

 
564,118

Accumulated depreciation
 
(126,858
)
 
(113,713
)
Total rental property, net
 
440,995

 
450,405

Cash and cash equivalents
 
16,423

 
16,216

Deferred lease costs and other intangibles, net
 
7,158

 
8,437

Prepaids and other assets
 
18,865

 
25,648

Total assets
 
$
483,441

 
$
500,706

Liabilities and Owners’ Equity
 
 

 
 

Mortgages payable, net
 
$
367,927

 
$
367,865

Accounts payable and other liabilities
 
14,789

 
13,414

Total liabilities
 
382,716

 
381,279

Owners’ equity
 
100,725

 
119,427

Total liabilities and owners’ equity
 
$
483,441

 
$
500,706




 
 
Three months ended
 
Nine months ended
Condensed Combined Statements of Operations
 
September 30,
 
September 30,
 - Unconsolidated Joint Ventures
 
2019
 
2018
 
2019
 
2018
Revenues
 
$
23,050

 
$
23,538

 
$
70,088

 
$
70,940

Expenses:
 
 
 
 
 
 

 
 
Property operating
 
8,380

 
9,147

 
27,780

 
28,032

General and administrative
 
19

 
49

 
171

 
301

Depreciation and amortization
 
6,051

 
6,860

 
18,478

 
19,768

Total expenses
 
14,450

 
16,056

 
46,429

 
48,101

Other income (expense):
 


 


 


 


Interest expense
 
(4,059
)
 
(3,810
)
 
(12,331
)
 
(10,275
)
Other income
 
179

 
68

 
305

 
175

Total other income (expense)
 
(3,880
)
 
(3,742
)
 
$
(12,026
)
 
$
(10,100
)
Net income
 
$
4,720

 
$
3,740

 
$
11,633

 
$
12,739

The Company and Operating Partnership’s share of:
 
 

 
 

Net income
 
$
2,329

 
$
1,833

 
$
5,604

 
$
6,233

Depreciation and amortization (real estate related)
 
$
3,058

 
$
3,466

 
$
9,453

 
$
10,020