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Investments in and Advances to Joint Ventures
12 Months Ended
Dec. 31, 2020
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 are included in Investments in and Advances to Joint Ventures in the Company’s consolidated balance sheet.  Joint ventures terminated in 2020 are discussed below.  The Company’s joint ventures as of December 31, 2020 are as follows:

Unconsolidated Real Estate Ventures

 

Partner

 

Effective

Ownership

Percentage

 

 

Operating

Properties

DDRM Properties

 

Madison International Realty

 

20.0%

 

 

34

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

 

20.079.45

 

 

4

 

 

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

 

December 31,

 

 

2020

 

 

2019

 

Condensed Combined Balance Sheets

 

 

 

 

 

 

 

Land

$

441,412

 

 

$

895,427

 

Buildings

 

1,258,879

 

 

 

2,583,053

 

Fixtures and tenant improvements

 

137,663

 

 

 

233,303

 

 

 

1,837,954

 

 

 

3,711,783

 

Less: Accumulated depreciation

 

(492,288

)

 

 

(949,879

)

 

 

1,345,666

 

 

 

2,761,904

 

Construction in progress and land

 

58,201

 

 

 

58,855

 

Real estate, net

 

1,403,867

 

 

 

2,820,759

 

Cash and restricted cash

 

35,212

 

 

 

109,260

 

Receivables, net

 

25,719

 

 

 

37,191

 

Other assets, net

 

61,381

 

 

 

147,129

 

 

$

1,526,179

 

 

$

3,114,339

 

 

 

 

 

 

 

 

 

Mortgage debt

$

1,029,579

 

 

$

1,640,146

 

Notes and accrued interest payable to the Company

 

4,375

 

 

 

4,975

 

Other liabilities

 

57,349

 

 

 

142,754

 

 

 

1,091,303

 

 

 

1,787,875

 

Redeemable preferred equity SITE Centers(A)

 

 

 

217,871

 

Accumulated equity

 

434,876

 

 

 

1,108,593

 

 

$

1,526,179

 

 

$

3,114,339

 

 

 

 

 

 

 

 

 

Company's share of accumulated equity

$

72,555

 

 

$

186,247

 

Redeemable preferred equity, net(B)

 

 

 

112,589

 

Basis differentials

 

1,644

 

 

 

(6,864

)

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

 

(1,277

)

 

 

(2,452

)

Amounts payable to the Company

 

4,375

 

 

 

4,975

 

Investments in and Advances to Joint Ventures, net

$

77,297

 

 

$

294,495

 

 

(A)

Includes $17.3 million of paid-in-kind (PIK) interest on the Company’s preferred investments in the BRE DDR Joint Ventures that the Company had accrued at December 31, 2019, which was fully reserved.  

(B)

Amount is net of the valuation allowance of $87.9 million at December 31, 2019, and the fully reserved PIK interest.

 

 

For the Year Ended December 31,

 

 

2020

 

 

2019

 

 

2018

 

Condensed Combined Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

Revenues from operations

$

252,946

 

 

$

428,281

 

 

$

427,467

 

Expenses from operations:

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

77,040

 

 

 

118,412

 

 

 

125,353

 

Impairment charges(A)

 

33,240

 

 

 

13,807

 

 

 

177,522

 

Depreciation and amortization

 

99,779

 

 

 

149,749

 

 

 

145,849

 

Interest expense

 

60,010

 

 

 

93,887

 

 

 

96,312

 

Preferred share expense

 

15,708

 

 

 

21,832

 

 

 

24,875

 

Other expense, net

 

13,796

 

 

 

20,563

 

 

 

24,891

 

 

 

299,573

 

 

 

418,250

 

 

 

594,802

 

(Loss) income before gain on disposition of real estate

 

(46,627

)

 

 

10,031

 

 

 

(167,335

)

Gain on disposition of real estate, net

 

9,257

 

 

 

67,011

 

 

 

93,753

 

Net (loss) income attributable to unconsolidated joint ventures

$

(37,370

)

 

$

77,042

 

 

$

(73,582

)

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

$

1,109

 

 

$

10,743

 

 

$

(2,419

)

Basis differential adjustments(B)

 

407

 

 

 

776

 

 

 

11,784

 

Equity in net income of joint ventures

$

1,516

 

 

$

11,519

 

 

$

9,365

 

 

(A)

For the years ended December 31, 2020, 2019 and 2018, the Company’s proportionate share was $1.9 million, $2.5 million and $13.1 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 in the BRE DDR Joint Ventures are as follows (in millions):

 

 

For the Year Ended December 31,

 

 

2020

 

 

2019

 

 

2018

 

Revenue from contracts:

 

 

 

 

 

 

 

 

 

 

 

Asset and property management fees

$

12.8

 

 

$

19.7

 

 

$

18.8

 

Development fees, leasing commissions and other

 

4.2

 

 

 

5.2

 

 

 

6.9

 

 

 

17.0

 

 

 

24.9

 

 

 

25.7

 

Other:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

12.0

 

 

 

16.7

 

 

 

19.0

 

Other

 

2.1

 

 

 

3.2

 

 

 

2.6

 

 

 

14.1

 

 

 

19.9

 

 

 

21.6

 

 

$

31.1

 

 

$

44.8

 

 

$

47.3

 

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.  

BRE DDR Joint Ventures

The Company’s two unconsolidated joint ventures with Blackstone, namely BRE DDR III and BRE DDR IV, had substantially similar terms.  An affiliate of Blackstone was the managing member and effectively owned 95% of the common equity of each of the two BRE DDR Joint Ventures, and consolidated affiliates of SITE Centers effectively owned the remaining 5%, as well as a preferred interest in both joint ventures.  The Company provided leasing and property management services to all of the joint venture properties.

The Company’s preferred interests were entitled to certain preferential cumulative distributions payable out of operating cash flows and certain capital proceeds pursuant to the terms and conditions of the preferred investments.  The preferred investments had an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions.  Blackstone had the right to defer up to 2.0% of the 8.5% preferred fixed distributions as a payment in kind (“PIK”) distribution.  Blackstone had made this PIK deferral election since the formation of both joint ventures.  The preferred interest distributions were recognized as Interest Income within the Company’s consolidated statements of operations and were classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheet.  As a result of the valuation allowances recorded, as disclosed below, the Company did not recognize as interest income the 2.0% PIK.  The unpaid preferred investment (and any accrued distributions) were paid as part of the termination of the joint ventures (see below).  

Aggregate valuation allowance adjustments related to the preferred interests were recorded of $19.4 million, $15.5 million and $11.4 million, for the years ended December 31, 2020, 2019 and 2018, respectively.  Adjustments to the valuation allowance were recorded as Reserve of Preferred Equity Interests on the Company’s consolidated statements of operations.  

The Company reassessed the aggregate valuation allowance quarterly based upon actual timing and values of recent property sales, as well as then-current market assumptions. The managing member of the two joint ventures exercised significant influence over the timing of asset sales.  As a result, valuation allowances were established to reflect the risk that the securities would not be repaid in full.  The valuation techniques used to value the collateral included discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach, which considered prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, prior to the transaction consummated with Blackstone.  In addition, for the aggregate valuation allowance recorded as of September 30, 2020, the valuation assumed the entire estimated transaction consideration discussed below, as appropriate, given the closings of the transactions were considered probable as of that date.  

On October 15, 2020, an affiliate of Blackstone transferred its common equity interest in BRE DDR IV to the Company for consideration of $1.00 and the Company’s preferred investment in the BRE DDR IV joint venture was redeemed, thereby leaving the

Company as the sole owner of (i) the properties previously owned by BRE DDR IV, including Ashbridge Square, The Hub, Southmont Plaza, Millenia Crossing, Concourse Village and two properties, Echelon Village Plaza and Larkin’s Corner, in which the Company did not previously have a material economic interest, and (ii) $5.4  million in net cash.  These seven properties had an estimated gross aggregate fair value of $192.5 million.  The Company acquired these seven properties subject to existing mortgage loans which had an aggregate outstanding principal balance of $146.6 million as of October 15, 2020 (Note 5).

 

On November 20, 2020, the Company transferred its common and preferred equity interests in BRE DDR III to an affiliate of Blackstone in exchange for BRE DDR III’s interests in the single-purpose subsidiaries which owned White Oak Village and Midtowne Park and $4.9 million in net cash.  These two properties had an estimated gross aggregate fair value of $79.8 million and are subject to existing mortgage loans, which had an aggregate outstanding principal balance of $50.0 million as of November 20, 2020 (Note 5).  

 

In connection with estimating the fair value of the net assets received for both transactions, the fair value of each property was estimated, and the aggregate gross fair value of the properties received was estimated to be $272.3 million.  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 received involves significant estimates and assumptions, including discount rates, exit capitalization rates and certain market leasing assumptions.  

Disposition of Shopping Centers and Joint Venture Interests

In February 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.

Excluding the DDRTC Joint Venture and the BRE DDR Joint Ventures assets noted above, the Company’s joint ventures sold two, six and 40 shopping centers and land for an aggregate sales price of $27.7 million, $356.3 million and $786.5 million, respectively, of which the Company’s share of the gain on sale was $1.8 million, $4.2 million and $13.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.  Included in the 2018 shopping center dispositions were three assets sold to the Company by two of its unconsolidated joint ventures for $35.1 million.