Quarterly report pursuant to Section 13 or 15(d)

Investments in Unconsolidated Real Estate Joint Ventures

v3.5.0.2
Investments in Unconsolidated Real Estate Joint Ventures
9 Months Ended
Sep. 30, 2016
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, 2016
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)
Columbus
 
Columbus, OH
 
50.0
%
 
355

 
$
44.3

 
$

National Harbor
 
National Harbor, MD
 
50.0
%
 
341

 
4.7

 
86.0

RioCan Canada
 
Various
 
50.0
%
 
901

 
121.9

 
11.5

 
 
 
 
 
 
 
 
$
170.9

 
$
97.5

 
 
 
 
 
 
 
 
 
 
 
Charlotte(3)
 
Charlotte, NC
 
50.0
%
 
398

 
$
(2.2
)
 
$
89.7

Galveston/Houston (3)
 
Texas City, TX
 
50.0
%
 
353

 
(3.3
)
 
64.8

 
 
 
 
 
 
 
 
$
(5.5
)
 
$
154.5



As of December 31, 2015
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)
Columbus
 
Columbus, OH
 
50.0
%
 

 
$
21.1

 
$

National Harbor
 
National Harbor, MD
 
50.0
%
 
339

 
6.1

 
85.8

RioCan Canada
 
Various
 
50.0
%
 
870

 
117.2

 
11.3

Savannah (2)
 
Savannah, GA
 
50.0
%
 
377

 
44.4

 
87.6

Westgate
 
Glendale, AZ
 
58.0
%
 
411

 
12.3

 
61.9

 
 
 
 
 
 
 
 
$
201.1

 
$
246.6

 
 
 
 
 
 
 
 
 
 
 
Charlotte(3)
 
Charlotte, NC
 
50.0
%
 
398

 
$
(1.1
)
 
$
89.6

Galveston/Houston(3)
 
Texas City, TX
 
50.0
%
 
353

 
(1.5
)
 
64.7

 
 
 
 
 
 
 
 
$
(2.6
)
 
$
154.3


(1)
Net of debt origination costs and including premiums of $912,000 and $3.3 million as of September 30, 2016 and December 31, 2015, respectively.
(2)
Based on capital contribution and distribution provisions in the joint venture agreement, our economic interest in the venture's cash flow was greater than indicated in the Ownership column, which states our legal interest in this venture. As of December 31, 2015, based upon the liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value, our estimated economic interest in the venture was approximately 98%. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from gains or losses of asset sales.
(3)
The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners.

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,
 
 
2016
 
2015

2016

2015
Fee:
 
 
 
 
 
 

 
 

Development and leasing
 
$
65

 
$
325

 
$
611

 
$
1,632

Loan guarantee
 
85

 
182

 
449

 
564

Management and marketing
 
656

 
746

 
2,199

 
2,067

Total Fees
 
$
806

 
$
1,253

 
$
3,259

 
$
4,263



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 $3.7 million and $3.9 million as of September 30, 2016 and December 31, 2015, respectively) are amortized over the various useful lives of the related assets.

Columbus

In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio. As of September 30, 2016, we and our partner had each contributed $40.5 million to fund development activities. We are providing property management, marketing and leasing services to the joint venture. During construction, our partner provided development services to the joint venture and we, along with our partner, provided joint leasing services.

Savannah

In May 2016, we expanded our outlet center in Savannah by approximately 42,000 square feet, bringing the outlet center's total gross leasable area to approximately 419,000 square feet.

As described in Note 3, we acquired our partners' interest in the Savannah joint venture in August 2016 and have consolidated the property for financial reporting purposes since the acquisition date.

Westgate

As described in Note 3, we acquired our partners' interest in the Westgate joint venture in June 2016 and have consolidated the property for financial reporting purposes since the acquisition date.

RioCan Canada

Rental property held and used by our RioCan joint venture is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, the estimated future undiscounted cash flows associated with the asset is compared to the asset's carrying amount, and if less, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

During the third quarter 2016, the joint venture determined for its Bromont, Quebec outlet center that the estimated future undiscounted cash flows of that property did not exceed the property's carrying value based on deteriorating amounts of net operating income. Therefore, the joint venture recorded a $5.8 million non-cash impairment charge in its statement of operations, which equaled the excess of the property's carrying value over its fair value. The fair value was determined using a market approach considering the prevailing market income capitalization rates and sales data for transactions involving similar assets. Our share of this impairment charge, $2.9 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):
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
 
September 30, 2016
 
December 31, 2015
Assets
 
 

 
 

Land
 
$
89,036

 
$
103,046

Buildings, improvements and fixtures
 
497,892

 
615,662

Construction in progress, including land
 
14,933

 
62,308

 
 
601,861

 
781,016

Accumulated depreciation
 
(61,890
)
 
(60,629
)
Total rental property, net
 
539,971

 
720,387

Cash and cash equivalents
 
28,649

 
28,723

Deferred lease costs, net
 
14,408

 
18,399

Prepaids and other assets
 
12,794

 
14,455

Total assets
 
$
595,822

 
$
781,964

Liabilities and Owners' Equity
 
 

 
 

Mortgages payable, net
 
$
252,019

 
$
400,935

Accounts payable and other liabilities
 
24,979

 
31,805

Total liabilities
 
276,998

 
432,740

Owners' equity
 
318,824

 
349,224

Total liabilities and owners' equity
 
$
595,822

 
$
781,964



 
 
Three months ended
 
Nine months ended
Condensed Combined Statements of Operations
 
September 30,
 
September 30,
 - Unconsolidated Joint Ventures
 
2016
 
2015
 
2016
 
2015
Revenues
 
$
25,654

 
$
27,495

 
$
82,693

 
$
77,648

Expenses
 
 
 
 
 
 

 
 
Property operating
 
9,103

 
9,601

 
30,499

 
29,912

General and administrative
 
95

 
92

 
390

 
400

Asset impairment
 
5,838

 

 
5,838

 

Depreciation and amortization
 
8,001

 
9,003

 
26,208

 
25,381

Total expenses
 
23,037

 
18,696

 
62,935

 
55,693

Operating income
 
2,617

 
8,799

 
19,758

 
21,955

Interest expense
 
(1,925
)
 
(2,324
)
 
(7,161
)
 
(6,304
)
Other nonoperating income
 
2

 
4

 
5

 
17

Net income
 
$
694

 
$
6,479

 
$
12,602

 
$
15,668

 
 
 
 
 
 
 
 
 
The Company and Operating Partnership's share of:
 
 

 
 

Net income
 
$
715

 
$
3,713

 
$
7,680

 
$
8,302

Depreciation expense (real estate related)
 
$
4,325

 
$
5,411

 
$
15,472

 
$
14,525