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Investments in Unconsolidated Joint Ventures | 12 Months Ended
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Dec. 31, 2020
Equity Method Investments and Joint Ventures [Abstract] |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures: The following are the Company's direct or indirect investments in various unconsolidated joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2020 was as follows:
Joint Venture | Ownership %(1)
443 Wabash MAB LLC | 50.0 | %
AM Tysons LLC | 50.0 | %
Biltmore Shopping Center Partners LLC | 50.0 | %
CAM-CARSON LLC—Los Angeles Premium Outlets | 50.0 | %
Coolidge Holding LLC | 37.5 | %
Corte Madera Village, LLC | 50.1 | %
Country Club Plaza KC Partners LLC | 50.0 | %
Goodyear Peripheral LLC | 41.7 | %
HPP-MAC WSP, LLC—One Westside | 25.0 | %
Jaren Associates #4 | 12.5 | %
Kierland Commons Investment LLC | 50.0 | %
Macerich HHF Broadway Plaza LLC—Broadway Plaza | 50.0 | %
Macerich HHF Centers LLC—Various Properties | 51.0 | %
MS Portfolio LLC | 50.0 | %
New River Associates LLC—Arrowhead Towne Center | 60.0 | %
North Bridge Chicago LLC | 50.0 | %
One Scottsdale Investors LLC | 50.0 | %
Pacific Premier Retail LLC—Various Properties | 60.0 | %
Propcor II Associates, LLC—Boulevard Shops | 50.0 | %
Scottsdale Fashion Square Partnership | 50.0 | %
TM TRS Holding Company LLC | 50.0 | %
Tysons Corner LLC | 50.0 | %
Tysons Corner Hotel I LLC | 50.0 | %
Tysons Corner Property Holdings II LLC | 50.0 | %
Tysons Corner Property LLC | 50.0 | %
West Acres Development, LLP | 19.0 | %
Westcor/Surprise Auto Park LLC | 33.3 | %
WMAP, L.L.C.—Atlas Park, The Shops at | 50.0 | %
_______________________________________________________________________________ (1)The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2020, 2019 and 2018: On February 16, 2018, the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $41,800, resulting in a gain on sale of assets of $5,545. The Company's pro rata share of the gain on the sale of assets of $2,773 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes. On March 1, 2018, the Company formed a 25/75 joint venture with Hudson Pacific Properties, whereby the Company agreed to contribute Westside Pavilion, a 680,000 square foot regional shopping center in Los Angeles, California in exchange for $142,500. From March 1, 2018 to August 31, 2018, the Company accounted for its interest in the property as a collaborative arrangement (See Note 15—Collaborative Arrangement). On August 31, 2018, the Company completed the sale of the 75% ownership interest in the property to Hudson Pacific Properties, resulting in a gain on sale of assets of $46,242. The sales price was funded by a cash payment of $36,903 and the assumption of a pro rata share of the mortgage note payable on the property of $105,597. Concurrent with the sale of the ownership interest, the joint venture defeased the loan on the property by providing $149,175 portfolio of marketable securities as replacement collateral in lieu of the property. The Company funded its $37,294 share of the purchase price of the marketable securities portfolio with the proceeds from the sale of the ownership interest in the property. Upon completion of the sale of the ownership interest in the property, the Company has accounted for its remaining ownership interest in the property, also referred to as One Westside, under the equity method of accounting. On July 6, 2018, the Company’s joint venture in The Market at Estrella Falls, a 298,000 square foot community center in Goodyear, Arizona, sold the property for $49,100, resulting in a gain on sale of assets of $12,598. The Company's share of the gain of $2,996 was included in equity in income from unconsolidated joint ventures. The proceeds were used to pay off the $24,118 mortgage loan payable on the property, settle development obligations and for distributions to the partners. The Company used its share of the net proceeds for general corporate purposes. On September 6, 2018, the Company formed a 50/50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California that is planned to open with approximately 400,000 square feet, followed by an additional 165,000 square feet in the second stage. On February 22, 2019, the Company’s joint venture in The Shops at Atlas Park entered into an agreement to increase the total borrowing capacity of the existing loan on the property from $57,751 to $80,000, and to extend the maturity date to October 28, 2021, including extension options. Concurrent with the loan modification, the joint venture borrowed an additional $18,379. The Company used its $9,189 share of the additional proceeds to pay down its line of credit and for general corporate purposes. On July 25, 2019, the Company's joint venture in Fashion District Philadelphia amended the existing term loan on the joint venture to allow for additional borrowings up to $100,000 at LIBOR plus 2%. Concurrent with the amendment, the joint venture borrowed an additional $26,000. On August 16, 2019, the joint venture borrowed an additional $25,000. The Company used its share of the additional proceeds to pay down its line of credit and for general corporate purposes. On September 12, 2019, the Company’s joint venture in Tysons Tower placed a new $190,000 loan on the property that bears interest at an effective rate of 3.38% and matures on November 11, 2029. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes. On October 17, 2019, the Company’s joint venture in West Acres placed a construction loan on the property that allows for borrowing of up to $6,500, bears interest at an effective rate of 3.72% and matures on October 10, 2029. The joint venture intends to use the proceeds from the loan to fund the expansion of the property. On December 18, 2019, the Company’s joint venture in One Westside placed a $414,600 construction loan on the redevelopment project. The loan bears interest at LIBOR plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of certain conditions, and matures on December 18, 2024. This loan is being used to fund the joint venture's remaining cost to complete the project. On November 17, 2020, the Company’s joint venture in Tysons VITA, the residential tower at Tysons Corner Center, placed a new $95,000 loan on the property that bears interest at an effective rate of 3.43% and matures on January 1, 2030. Initial loan funding for the Company’s joint venture was $90,000 with future advance potential of up to $5,000. The Company used its share of the initial proceeds of $45,000 for general corporate purposes. On December 10, 2020, the Company made a loan (the “Partnership Loan”) to the Company’s joint venture in Fashion District Philadelphia to fund the entirety of a $100,000 repayment to reduce the mortgage loan on Fashion District Philadelphia from $301,000 to $201,000. This mortgage loan now matures on January 22, 2024, including a one-year extension option, and bears interest at LIBOR plus 3.5%, with a LIBOR floor of 0.50%. The partnership agreement for the joint venture was amended in connection with the Partnership Loan, and pursuant to the amended agreement, the Partnership Loan plus 15% accrued interest must be repaid prior to the resumption of 50/50 cash distributions to the Company and its joint venture partner. As a result of the substantive participation rights of the Company’s joint venture partner being terminated in the amended agreement, the Company determined that the joint venture is a VIE and the Company is the primary beneficiary. Effective December 10, 2020, the Company has consolidated the results of the joint venture into the consolidated financial statements of the Company (See Note 16–Consolidated Joint Venture and Acquisitions). On December 29, 2020, the Company’s joint venture in FlatIron Crossing closed on a one-year maturity date extension for the existing loan to January 5, 2022. The interest rate increased from 3.85% to 4.10%, and the Company’s joint venture repaid $15,000, $7,650 at the Company's pro rata share, of the outstanding loan balance at closing. On December 31, 2020, the Company and its joint venture partner in MS Portfolio LLC entered into a distribution agreement. The joint venture owned nine properties, including the former Sears parcels at the South Plains Mall and the Arrowhead Towne Center. The joint venture distributed the former Sears parcel at South Plains Mall to the Company and the former Sears parcel at Arrowhead Towne Center to the joint venture partner. The joint venture partners agreed that the distributed properties were of equal value. The Company now owns 100% of the former Sears parcel at South Plains Mall. Effective December 31, 2020, the Company consolidates its 100% interest in the Sears parcel at South Plains Mall in its consolidated financial statements (See Note 16 – Consolidated Joint Venture and Acquisitions). Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures. Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31:
| 2020 |  | 2019
Assets(1): |  |  |
Property, net | $ | 8,721,551 |  |  | $ | 9,424,591 |
Other assets | 774,583 |  |  | 772,116 |
Total assets | $ | 9,496,134 |  |  | $ | 10,196,707 |
Liabilities and partners' capital(1): |  |  |
Mortgage and other notes payable | $ | 5,942,478 |  |  | $ | 6,144,685 |
Other liabilities | 397,483 |  |  | 565,412 |
Company's capital | 1,711,944 |  |  | 1,904,145 |
Outside partners' capital | 1,444,229 |  |  | 1,582,465 |
Total liabilities and partners' capital | $ | 9,496,134 |  |  | $ | 10,196,707 |
Investment in unconsolidated joint ventures: |  |  |
Company's capital | $ | 1,711,944 |  |  | $ | 1,904,145 |
Basis adjustment(2) | (479,678) |  |  | (492,350) |
| $ | 1,232,266 |  |  | $ | 1,411,795 |
Assets—Investments in unconsolidated joint ventures | 1,340,647 |  |  | $ | 1,519,697 |
Liabilities—Distributions in excess of investments in unconsolidated joint ventures | (108,381) |  |  | (107,902) |
| $ | 1,232,266 |  |  | $ | 1,411,795 |
_______________________________________________________________________________ (1)These amounts include the assets of $2,857,757 and $2,932,401 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2020 and 2019, respectively, and liabilities of $1,687,042 and $1,732,976 of the PPR Portfolio as of December 31, 2020 and 2019, respectively. (2)The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $13,168, $18,834 and $12,793 for the years ended December 31, 2020, 2019 and 2018, respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:
|  |  | PPR Portfolio |  | Other Joint Ventures |  | Total |
Year Ended December 31, 2020 |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |
Leasing revenue |  |  | $ | 171,505 |  |  | $ | 633,357 |  |  | $ | 804,862 |  |
Other |  |  | 614 |  |  | 18,439 |  |  | 19,053 |  |
Total revenues |  |  | 172,119 |  |  | 651,796 |  |  | 823,915 |  |
Expenses: |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 37,018 |  |  | 240,139 |  |  | 277,157 |  |
Leasing expenses |  |  | 1,325 |  |  | 4,173 |  |  | 5,498 |  |
Interest expense |  |  | 64,460 |  |  | 151,857 |  |  | 216,317 |  |
Depreciation and amortization |  |  | 102,788 |  |  | 285,948 |  |  | 388,736 |  |
Total operating expenses |  |  | 205,591 |  |  | 682,117 |  |  | 887,708 |  |
(Loss) gain on sale of assets |  |  | (120) |  |  | 157 |  |  | 37 |  |
Net loss |  |  | $ | (33,592) |  |  | $ | (30,164) |  |  | $ | (63,756) |  |
Company's equity in net loss |  |  | $ | (10,371) |  |  | $ | (16,667) |  |  | $ | (27,038) |  |
Year Ended December 31, 2019 |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |
Leasing revenue |  |  | 187,789 |  |  | 712,860 |  |  | 900,649 |  |
Other |  |  | 1,598 |  |  | 49,184 |  |  | 50,782 |  |
Total revenues |  |  | 189,387 |  |  | 762,044 |  |  | 951,431 |  |
Expenses: |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 37,528 |  |  | 250,598 |  |  | 288,126 |  |
Leasing expenses |  |  | 1,598 |  |  | 6,695 |  |  | 8,293 |  |
Interest expense |  |  | 67,354 |  |  | 150,111 |  |  | 217,465 |  |
Depreciation and amortization |  |  | 100,490 |  |  | 273,565 |  |  | 374,055 |  |
Total operating expenses |  |  | 206,970 |  |  | 680,969 |  |  | 887,939 |  |
Loss on sale of assets |  |  | (452) |  |  | (380) |  |  | (832) |  |
Net (loss) income |  |  | $ | (18,035) |  |  | $ | 80,695 |  |  | $ | 62,660 |  |
Company's equity in net (loss) income |  |  | $ | (590) |  |  | $ | 49,098 |  |  | $ | 48,508 |  |
|  |  |  | PPR Portfolio |  | Other Joint Ventures |  | Total
Year Ended December 31, 2018 |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |
Leasing revenue |  |  |  | $ | 186,924 |  |  | $ | 727,328 |  |  | $ | 914,252 |
Other |  |  |  | 905 |  |  | 41,420 |  |  | 42,325 |
Total revenues |  |  |  | 187,829 |  |  | 768,748 |  |  | 956,577 |
Expenses: |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  |  | 39,283 |  |  | 246,652 |  |  | 285,935 |
Interest expense(1) |  |  |  | 67,117 |  |  | 145,915 |  |  | 213,032 |
Depreciation and amortization |  |  |  | 97,885 |  |  | 248,778 |  |  | 346,663 |
Total operating expenses |  |  |  | 204,285 |  |  | 641,345 |  |  | 845,630 |
(Loss) gain on sale of assets |  |  |  | (140) |  |  | 14,471 |  |  | 14,331 |
Net (loss) income |  |  |  | $ | (16,596) |  |  | $ | 141,874 |  |  | $ | 125,278 |
Company's equity in net (loss) income |  |  |  | $ | (16) |  |  | $ | 71,789 |  |  | $ | 71,773 |
_______________________________________________________________________________ (1)Interest expense includes $20,197 for the year ended December 31, 2018, related to mortgage notes payable to an affiliate of Northwestern Mutual Life ("NML") (See Note 19—Related Party Transactions). Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company. Collaborative Arrangement: On March 1, 2018, the Company formed a 25/75 joint venture with Hudson Pacific Properties, whereby the Company agreed to contribute One Westside in exchange for a cash payment of $142,500. The Company completed the transfer on August 31, 2018. During the period from March 1, 2018 to August 31, 2018, the Company accounted for the operations of One Westside as a collaborative arrangement. Both partners shared operating control of the property and the Company was reimbursed by the outside partner for 75% of the carrying cost of the property, which were defined in the agreement as operating expenses in excess of revenues, debt service and capital expenditures. Accordingly, the Company reduced minimum rents, percentage rents, tenant recoveries, other revenue, shopping center and operating expenses and interest expense by its partner's 75% share and recorded a receivable due from its partner, which was settled upon completion of the transfer of the property. In addition, the Company was reimbursed by its partner for its 75% share of mortgage loan principal payments and capital expenditures during the period. Since completion of the transfer, the Company has accounted for its investment in One Westside under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures).

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965 + Details
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