Investments In And Advances To Unconsolidated Real Estate Joint Ventures

6 Months Ended

Jun. 30, 2020

Investments In And Advances To Unconsolidated Real Estate Joint Ventures [Abstract]

Investments In And Advances To Unconsolidated Real Estate Joint Ventures

7. Investments in and Advances to Unconsolidated Real Estate Joint Ventures

As of June 30, 2020, the Company had equity interests in and advances to unconsolidated real estate joint ventures involved in the development of multifamily rental apartment communities, as well as single-family master planned for sale housing communities. In addition, the Company owns a 50% equity interest in the Altman Companies, a developer and manager of multifamily apartment communities.

Investments in unconsolidated real estate joint ventures are accounted for as unconsolidated VIEs. See Note 2 for information regarding the Company’s investments in consolidated VIEs.

The Company’s investments in and advances to unconsolidated real estate joint ventures consisted of the following (in thousands):

	June 30,		December 31,
	2020		2019
Altis at Grand Central Capital, LLC	$	2,547	$	2,653
Altis Promenade Capital, LLC		2,012		2,126
Altis at Bonterra - Hialeah, LLC		598		618
Altis Ludlam - Miami Investor, LLC		9,051		1,081
Altis Suncoast Manager, LLC		765		753
Altis Pembroke Gardens, LLC		312		1,277
Altis Fairways, LLC		1,664		1,880
Altis Wiregrass, LLC		266		1,792
Altis LH-Miami Manager, LLC		829		811
Altis Vineland Pointe Manager, LLC		5,122		4,712
Altis Miramar East/West		2,690		2,631
The Altman Companies, LLC		16,001		14,745
ABBX Guaranty, LLC		3,750		3,750
Sunrise and Bayview Partners, LLC		1,479		1,562
PGA Design Center Holdings, LLC		996		996
CCB Miramar, LLC		7,279		5,999
BBX/Label Chapel Trail Development, LLC		153		1,126
L03/212 Partners, LLC		1,934		2,087
PGA Lender, LLC		2,111		2,111
Sky Cove, LLC		4,053		4,178
All other investments in real estate joint ventures		163		442
Total	$	63,775	$	57,330

See Note 9 to the Company’s consolidated financial statements included in the 2019 Annual Report for the Company’s accounting policies relating to its investments in unconsolidated real estate joint ventures, including the Company’s analysis and determination that such entities are VIEs in which the Company is not the primary beneficiary.

As of December 31, 2019, BBXRE had invested $1.1 million in the Altis at Ludlam joint venture to acquire land, obtain entitlements, and fund predevelopment costs for a potential multifamily apartment development in Miami, Florida. In June 2020, the joint venture obtained entitlements, closed on development financing, and commenced development of a 312 unit multifamily apartment community with 7,500 square feet of retail space. In connection with the closing, BBXRE received a $0.5 million distribution from the joint venture as a reimbursement of predevelopment costs and invested an additional $8.5 million in the joint venture as a preferred member. Pursuant to the applicable operating agreement for the Altis Ludlam joint venture, distributions from the joint venture are required to be paid to BBXRE as the preferred member until it receives its $8.5 million investment and a preferred return of 11.9% per annum (subject to a minimum payment of $11.9 million). Following such payment, all remaining distributions will be paid to the other members. Further, BBXRE’s preferred interest is required to be redeemed by the joint venture for a cash amount equal to its preferred return and initial investment in December 2023, although the joint venture has the option to extend the redemption for three one year periods, subject to certain conditions.

In March 2020, the Altis at Wiregrass joint venture sold its 392 unit multifamily apartment community in Tampa, Florida. As a result of the sale, BBXRE recognized $0.8 million of equity earnings during the six months ended June 30, 2020 and received approximately $2.3 million of distributions from the venture in April 2020.

Summarized Financial Information of Certain Unconsolidated Real Estate Joint Ventures

The condensed statements of operations for Atlis at Lakeline-Austin Investors LLC for the three and the six months ended June 30, 2020 and 2019 were as follows (in thousands):

		For the Three Months Ended		For the Six Months Ended
		June 30,		June 30,
		2020	2019	2020	2019
Total revenues	$	—	—	—	1,459
Gain on sale of real estate		—	17,150	—	17,150
Other expenses		—	(25)	—	(1,773)
Net earnings	$	—	17,125	—	16,836
Equity in net earnings of unconsolidated real estate joint venture - Altis at Lakeline	$	—	5,256	—	5,029

The condensed statements of financial condition for Atlis at Lakeline-Austin Investors LLC as of June 30, 2020 and December 2019 were as follows (in thousands):

		June 30,	December 31,
		2020	2019
Assets
Cash	$	—	628
Restricted cash		—	5
Real estate		—	—
Other assets		—	144
Total assets	$	—	777
Liabilities and Equity
Notes payable	$	—	—
Other liabilities		—	—
Total liabilities		—	—
Total equity		—	777
Total liabilities and equity	$	—	777

The condensed statements of operations for PGA Design Center Holdings, LLC for the three and the six months ended June 30, 2020 and 2019 were as follows (in thousands):

		For the Three Months Ended		For the Six Months Ended
		June 30,		June 30,
		2020	2019	2020	2019
Total revenues	$	31	—	62	—
Gain on sale of real estate		—	7,212	—	7,212
Other expenses		(1)	(88)	(1)	(183)
Net earnings	$	30	7,124	61	7,029
Equity in net earnings of unconsolidated real estate joint venture - PGA Design Center	$	12	2,849	24	2,812

The condensed statements of financial condition for PGA Design Center Holdings, LLC as of June 30, 2020 and December 2019 were as follows (in thousands):

		June 30,	December 31,
		2020	2019
Assets
Cash	$	1	1
Investment in joint ventures		3,090	3,090
Total assets	$	3,091	3,091
Liabilities and Equity
Notes payable	$	—	—
Other liabilities		—	—
Total liabilities		—	—
Total equity		3,091	3,091
Total liabilities and equity	$	3,091	3,091