Equity Investments in Unconsolidated Joint Ventures

We have four joint venture agreements whereby we own between 7% and 30% of the equity in the joint venture. We and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. We cannot make significant decisions without our partner’s approval. Accordingly, we account for our interest in the joint ventures using the equity method of accounting.

The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:



Balance Sheets	June 30, 2014		December 31, 2013
	(In thousands)
ASSETS
Income producing properties, net	$	391,660	$	410,218
Cash, accounts receivable and other assets	24,195		27,462
Total Assets	$	415,855	$	437,680
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable	$	170,692	$	178,708
Other liabilities	6,359		7,885
Owners' equity	238,804		251,087
Total Liabilities and Owners' Equity	$	415,855	$	437,680

RPT's equity investments in unconsolidated joint ventures	$	28,663	$	30,931



	Three Months Ended June 30,						Six Months Ended June 30,
Statements of Operations	2014			2013			2014			2013
	(In thousands)
Total revenue	$	10,578		$	10,736		$	21,502		$	21,729
Total expenses⁽¹⁾	7,035			7,251			24,961			14,872
Income (loss) before other income, expense, and discontinued operations	3,543			3,485			(3,459		)	6,857
Gain on sale of land ⁽²⁾	740			—			740			—
Interest expense	(1,816		)	(2,302		)	(3,691		)	(4,967		)
Gain on extinguishment of debt ⁽³⁾	—			—			529			—
Amortization of deferred financing fees	(77		)	(66		)	(152		)	(129		)
Income (loss) from continuing operations	2,390			1,117			(6,033		)	1,761

Discontinued operations ⁽⁴⁾
Loss on sale of real estate ⁽⁵⁾	—			(295		)	—			(21,512		)
Income from discontinued operations	—			(8		)	—			1,146
Loss from discontinued operations	—			(303		)	—			(20,366		)
Net income (loss)	$	2,390		$	814		$	(6,033	)	$	(18,605	)

RPT's share of gain (loss) from unconsolidated joint ventures ⁽⁶⁾	$	816		$	260		$	(719	)	$	(5,414	)


⁽¹⁾	The increase for the six months ended June 30, 2014 is due to depreciation expense related to a redevelopment project.


⁽²⁾	The gain on sale relates to a joint venture property that was sold in 2011 and additional proceeds received in June 2014. Our share of the gain was approximately $0.4 million.


⁽³⁾	As a result of a property conveyance, a joint venture recognized a gain on extinguishment of debt of which our share was approximately $0.1 million.


⁽⁴⁾	Beginning in the first quarter of 2014 discontinued operations reflects results of operations for those properties classified as discontinued operations as of December 31, 2013.


⁽⁵⁾	In March 2013, Ramco/Lion Venture LP sold 12 shopping centers to us resulting in a loss on the sale of $21.5 million to the joint venture.


⁽⁶⁾	For the six months ended June 30, 2014, we recognized additional loss of $72 thousand to write-off costs related to our Ramco 191 LLC joint venture increasing our total loss from unconsolidated joint ventures.

As of June 30, 2014, we had investments in the following unconsolidated joint ventures:



	Ownership as of	Total Assets as of		Total Assets as of
	June 30,	June 30,		December 31,
Unconsolidated Entities	2014	2014		2013
		(In thousands)
Ramco/Lion Venture LP	30%	$	89,204	$	91,053
Ramco 450 Venture LLC	20%	280,755		293,410
Other Joint Ventures	7%	45,896		53,217
		$	415,855	$	437,680

There was no acquisition activity in the six months ended June 30, 2014 and 2013 by any of our unconsolidated joint ventures.

Debt

Our unconsolidated joint ventures had the following debt outstanding at June 30, 2014:



	Balance
Entity Name	Outstanding
	(In thousands)
Ramco 450 Venture LLC⁽¹⁾	$	140,597
Ramco/Lion Venture LP ⁽²⁾	30,245
	$	170,842
Unamortized premium	(150		)
Total mortgage debt	$	170,692


⁽¹⁾	Maturities range from October 2015 to September 2023 with interest rates ranging from 1.9% to 5.8%.


⁽²⁾	Balance relates to Millennium Park’s mortgage loan which has a maturity date of October 2015 with a 5.0% interest rate.

On March 31, 2014, Ramco 191 LLC, in which our ownership interest was 20%, completed the conveyance of its ownership interest in its sole remaining shopping center to the noteholder in lieu of repayment of a non-recourse loan in the amount of $7.5 million of which our share was $1.5 million.

Joint Venture Management and Other Fee Income

We are engaged by certain of our joint ventures to provide asset management, property management, leasing and investing services for such venture’s respective properties. We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received, and recognize these fees as the services are rendered.

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations:



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(In thousands)
Management fees	$	367	$	411	$	766	$	1,080
Leasing fees	46		43		105		149
Construction fees	23		19		75		48
Total	$	436	$	473	$	946	$	1,277