Quarterly report pursuant to Section 13 or 15(d)

Investments In And Advances To Unconsolidated Real Estate Joint Ventures

v3.20.2
Investments In And Advances To Unconsolidated Real Estate Joint Ventures
9 Months Ended
Sep. 30, 2020
Investments In And Advances To Unconsolidated Real Estate Joint Ventures [Abstract]  
Investments In And Advances To Unconsolidated Real Estate Joint Ventures

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



As of September 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.



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







 

 

 

 

 

 



 

 

 

 

 

 



 

September 30,

 

December 31,



 

2020

 

2019

Altis at Grand Central Capital, LLC

 

$

2,472 

 

$

2,653 

Altis Promenade Capital, LLC

 

 

1,977 

 

 

2,126 

Altis at Bonterra - Hialeah, LLC

 

 

 —

 

 

618 

Altis Ludlam - Miami Investor, LLC

 

 

9,378 

 

 

1,081 

Altis Suncoast Manager, LLC

 

 

1,102 

 

 

753 

Altis Pembroke Gardens, LLC

 

 

311 

 

 

1,277 

Altis Fairways, LLC

 

 

1,657 

 

 

1,880 

Altis Wiregrass, LLC

 

 

163 

 

 

1,792 

Altis LH-Miami Manager, LLC

 

 

837 

 

 

811 

Altis Vineland Pointe Manager, LLC

 

 

5,355 

 

 

4,712 

Altis Miramar East/West

 

 

2,794 

 

 

2,631 

The Altman Companies, LLC

 

 

15,589 

 

 

14,745 

ABBX Guaranty, LLC

 

 

3,750 

 

 

3,750 

Sunrise and Bayview Partners, LLC

 

 

1,450 

 

 

1,562 

PGA Design Center Holdings, LLC

 

 

 

 

996 

CCB Miramar, LLC

 

 

7,168 

 

 

5,999 

BBX/Label Chapel Trail Development, LLC

 

 

153 

 

 

1,126 

L03/212 Partners, LLC

 

 

2,179 

 

 

2,087 

PGA Lender, LLC

 

 

 

 

2,111 

Sky Cove, LLC

 

 

4,146 

 

 

4,178 

All other investments in real estate joint ventures

 

 

162 

 

 

442 

Total

 

$

60,648 

 

$

57,330 



See Note 7 to the Company’s condensed consolidated financial statements for the years ended December 31, 2019, 2018, and 2017 and footnotes thereto included in the Form 10 Information Statement 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 preferred equity. Pursuant to the applicable operating agreement for the Altis Ludlam joint venture, distributions from the joint venture are required to be paid to BBXRE on account of its preferred equity interest 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, including the managing member in which BBXRE holds an interest. 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. As BBXRE’s preferred membership interest in the joint venture is mandatorily redeemable, the Company is accounting for its preferred interest in the joint venture as a loan receivable from the Altis Ludlum joint venture, while the Company’s remaining investment in the managing member of the joint venture is being accounted for under the equity method of accounting.   



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 nine months ended September 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 unaudited condensed statements of operations for Altis at Bonterra - Hialeah for the three and the nine months ended September 30, 2020 and 2019 were as follows (in thousands):







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

For the Three Months Ended

 

 

For the Nine Months Ended



 

 

September 30,

 

 

September 30,



 

 

2020

 

 

2019

 

 

2020

 

 

2019

Total revenues

 

$

 —

 

 

927 

 

 

 —

 

 

4,479 

Gain on sale of real estate

 

 

 —

 

 

33,608 

 

 

 —

 

 

33,608 

Other expenses

 

 

 —

 

 

(813)

 

 

 —

 

 

(4,339)

Net earnings

 

$

 —

 

 

33,722 

 

 

 —

 

 

33,748 

Equity in net earnings of unconsolidated real estate joint venture - Altis at Bonterra - Hialeah, LLC

 

$

 —

 

 

29,100 

 

 

 —

 

 

29,100 



The unaudited condensed statements of financial condition for Altis at Bonterra Hialeah as of September 30, 2020 and December 2019 were as follows (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

 

 

 



 

 

September 30,

 

 

December 31,



 

 

2020

 

 

2019

Assets

 

 

 

 

 

 

Cash

 

$

 —

 

 

855 

Real estate

 

 

 —

 

 

559 

Other assets

 

 

 —

 

 

 —

Total assets

 

$

 —

 

 

1,414 



 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Notes payable

 

$

 —

 

 

 —

Other liabilities

 

 

 —

 

 

751 

Total liabilities

 

 

 —

 

 

751 

Total equity

 

 

 —

 

 

663 

Total liabilities and equity

 

$

 —

 

 

1,414