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Equity Investments in Unconsolidated Joint Ventures
 9 Months Ended
Sep. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]  
Equity Investments in Unconsolidated Joint Ventures Equity Investments in Unconsolidated Joint Ventures
As of December 31, 2020, we had three joint venture agreements: 1) R2G Venture LLC (“R2G”), 2) Ramco/Lion Venture LP, and 3) Ramco HHF NP LLC, whereby we own 51.5%, 30%, and 7%, respectively, of the equity in each joint venture. Our R2G joint venture owns nine income-producing shopping centers, and our other two joint ventures do not own any income producing properties. 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.

On March 4, 2021, we formed a new core net lease retail real estate joint venture, RGMZ Venture REIT LLC (“RGMZ”), with an affiliate of GIC Private Limited (“GIC”), an affiliate of Zimmer Partners (“Zimmer”) and an affiliate of Monarch Alternative Capital LP (“Monarch”). RGMZ is to be seeded with single-tenant, net lease retail properties that have been, or will be created, by the Company upon the subdivision of certain parcels from our existing open-air shopping centers. As of September 30, 2021, the Company had contributed 28 net lease retail properties of the initial agreed upon seeded properties, valued at $111.6
million to RGMZ. Upon contribution, the Company received $100.2 million in gross cash proceeds ($95.9 million in net cash proceeds), as well as a combined $7.6 million preferred equity investment stake in the Zimmer and Monarch affiliates, in exchange for the 93.6% stake in RGMZ that was acquired by the other joint venture partners. The Company retained a 6.4% stake in RGMZ, maintains day-to-day management of the portfolio and earns management, leasing and construction fees. The asset management fee is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. The Company will be paid an additional annual incentive management fee of 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of the RGMZ joint venture. The Company is also responsible for sourcing future acquisitions for RGMZ. RGMZ has a $240.0 million secured credit facility that includes an accordion feature allowing it to increase future potential commitments up to a total capacity of $500.0 million. As of September 30, 2021, RGMZ had $169.3 million of unused capacity under its $240.0 million secured credit facility. RPT and certain of the other joint venture partners will have consent rights for all future acquisitions, and also have approval rights in connection with annual budgets and other specified major decisions. We cannot make significant decisions without our partners' approval. Accordingly, we account for our interest in the joint venture using the equity method of accounting.

The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:
Balance SheetsSeptember 30, 2021December 31, 2020
 (In thousands)
ASSETSR2GRGMZOtherTotalR2GRGMZOtherTotal
Investment in real estate, net$376,329 $85,604 $— $461,933 $226,083 $— $— $226,083 
Other assets52,492 40,699 — 93,191 26,125 — 47 26,172 
Total Assets$428,821 $126,303 $— $555,124 $252,208 $— $47 $252,255 
LIABILITIES AND OWNERS' EQUITY  
Notes payable $— $70,696 $— $70,696 $— $— $— $— 
Other liabilities22,786 2,133 — 24,919 14,474 — 11 14,485 
Owners' equity406,035 53,474 — 459,509 237,734 — 36 237,770 
Total Liabilities and Owners' Equity$428,821 $126,303 $— $555,124 $252,208 $— $47 $252,255 
RPT's equity investments in unconsolidated joint ventures$213,008 $3,392 $— $216,400 $126,333 $— $— $126,333 

 Three Months Ended September 30,
Statements of Operations20212020
 (In thousands)
R2GRGMZOtherTotalR2GRGMZOtherTotal
Total revenue$9,259 $1,894 $— $11,153 $6,714 $— $— $6,714 
Total expenses
7,163 1,038 (1)8,200 5,805 — 9 5,814 
Operating income (loss)2,096 856 1 2,953 909 — (9)900 
Interest expense— 720 — 720 — — — — 
Net income (loss)$2,096 $136 $1 $2,233 $909 $— $(9)$900 
Preferred member dividends30 (4)— 26 19 — — 19 
Net income (loss) available to common members$2,066 $140 $1 $2,207 $890 $— $(9)$881 
RPT's share of earnings from unconsolidated joint ventures$1,065 $9 $— $1,074 $458 $— $(2)$456 
 Nine Months Ended September 30,
Statements of Operations20212020
 (In thousands)
R2GRGMZOtherTotalR2GRGMZOtherTotal
Total revenue$21,462 $3,298 $— $24,760 $18,298 $— $— $18,298 
Total expenses
15,709 1,781 7 17,497 15,295 — 23 15,318 
Income (loss) before other income and expense5,753 1,517 (7)7,263 3,003 — (23)2,980 
Interest expense— 1,210 — 1,210 — — — — 
Net income (loss)$5,753 $307 $(7)$6,053 $3,003 $— $(23)$2,980 
Preferred member dividends66 12 — 78 $55 — $— 55 
Net income (loss) available to common members$5,687 $295 $(7)$5,975 $2,948 $— $(23)$2,925 
RPT's share of earnings from unconsolidated joint ventures$2,928 $19 $— $2,947 $1,518 $— $(4)$1,514 

Acquisitions

The following table provides a summary of our R2G joint venture property acquisitions during the nine months ended September 30, 2021:
    Gross
Property NameLocationGLA Date Acquired
Contract Price (1)
Purchase PriceAssumed Debt
 (in thousands)(In thousands)
East Lake WoodlandsPalm Harbor, FL104 7/9/21$25,500 $25,730 $— 
Village Shoppes of CantonCanton, MA284 7/12/2161,500 61,363 — 
South Pasadena Shopping CenterSouth Pasadena, FL164 7/14/2132,650 33,184 — 
Bedford MarketplaceBedford, MA153 7/29/2154,500 54,775 — 
Total R2G acquisitions705  $174,150 $175,052 $— 
(1)Contract price does not include purchase price adjustments made at closing and capitalized closing costs.

The total aggregate fair value of the R2G acquisitions was allocated and is reflected in the following table in accordance with accounting guidance for asset acquisitions. At the time of acquisition, these assets and liabilities were considered Level 3 fair value measurements:
As of Acquisition Date
(In thousands)
Land$31,578 
Buildings and improvements123,384 
Above market leases6,135 
Lease origination costs18,965 
Below market leases(5,010)
Net assets acquired$175,052 
The following table provides a summary of our RGMZ joint venture property acquisitions during the nine months ended September 30, 2021:
    Gross
Property NameLocationGLA Date Acquired
Contract Price (1)
Purchase PriceDebt Issued
 (in thousands)(In thousands)
RPT Realty - 13 Income Producing Properties
Various (2)
169 3/5/21$36,196 $37,228 $(21,718)
RPT Realty - 2 Income Producing PropertiesSouthfield, MI329 5/21/2139,334 39,603 (23,600)
Single-Tenant PropertyLas Vegas, NV14 7/30/214,650 4,670 (2,790)
RPT Realty - 13 Income Producing Properties
Various (3)
147 8/27/2136,104 36,725 (21,662)
RPT Realty - 1 Income Producing PropertyNewnan, GA6 9/14/211,543 1,581 (926)
Total RGMZ acquisitions665  $117,827 $119,807 $(70,696)
(1)Contract price does not include purchase price adjustments made at closing and capitalized closing costs.
(2)Net lease retail properties acquired are located in Colorado, Florida, Georgia, Illinois, Indiana and Kentucky.
(3)Net lease retail properties acquired are located in Florida, Georgia, and Michigan.

The total aggregate fair value of the RGMZ acquisitions was allocated and is reflected in the following table in accordance with accounting guidance for asset acquisitions. At the time of acquisition, these assets and liabilities were considered Level 3 fair value measurements:
As of Acquisition Date
(In thousands)
Land$62,606 
Buildings and improvements23,120 
Above market leases27,170 
Lease origination costs7,207 
Below market leases(296)
Net assets acquired$119,807 

Dispositions

There was no disposition activity in the nine months ended September 30, 2021 by any of our unconsolidated joint ventures.
Joint Venture Management and Other Fee Income

We receive a property management fee calculated as a percentage of gross revenues received for providing services to R2G and recognize these fees as the services are rendered.  We also receive an asset management fee for services provided to RGMZ, which is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. The Company will be paid an additional annual incentive management fee equal to 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of the RGMZ joint venture. We also can receive fees from both joint ventures for leasing and investing services.

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations and comprehensive income:
 Three Months Ended September 30,
 20212020
 (In thousands)
R2GRGMZTotalR2GOtherTotal
Management fees$348 $58 $406 $213 $— $213 
Leasing fees15 — 15 125 — 125 
Construction fees5 — 5 — — — 
Total$368 $58 $426 $338 $— $338 

 Nine Months Ended September 30,
 20212020
 (In thousands)
R2GRGMZTotalR2GOtherTotal
Management fees$822 $99 $921 $648 $4 $652 
Leasing fees346 — 346 265 — 265 
Construction fees5 — 5 — — — 
Total$1,173 $99 $1,272 $913 $4 $917