Investments in Unconsolidated Joint Ventures

6 Months Ended

Jun. 30, 2021

Equity Method Investments and Joint Ventures [Abstract]

Investments in Unconsolidated Joint Ventures

Investments in Unconsolidated Joint Ventures:

The Company has made the following recent financings of its unconsolidated joint ventures:

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 December 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.

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 consolidated its 100% interest in the Sears parcel at South Plains Mall in its consolidated financial statements.

On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 15 – Dispositions), the Company elected to reinvest into the newly formed joint venture at a 5% ownership interest for $3,819 in cash that is accounted for under the equity method of accounting.

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:


	June 30, 2021		December 31, 2020
Assets(1):
Property, net	$	8,796,400	$	8,721,551
Other assets	815,642		774,583
Total assets	$	9,612,042	$	9,496,134
Liabilities and partners' capital(1):
Mortgage and other notes payable	$	6,044,153	$	5,942,478
Other liabilities	391,762		397,483
Company's capital	1,710,793		1,711,944
Outside partners' capital	1,465,334		1,444,229
Total liabilities and partners' capital	$	9,612,042	$	9,496,134
Investments in unconsolidated joint ventures:
Company's capital	$	1,710,793	$	1,711,944
Basis adjustment(2)	(465,273)		(479,678)
	$	1,245,520	$	1,232,266

Assets—Investments in unconsolidated joint ventures	$	1,370,299	$	1,340,647
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(124,779)		(108,381)
	$	1,245,520	$	1,232,266

(1) These amounts include assets of $2,821,851 and $2,857,757 of Pacific Premier Retail LLC (the "PPR Portfolio") as of June 30, 2021 and December 31, 2020, respectively, and liabilities of $1,673,662 and $1,687,042 of the PPR Portfolio as of June 30, 2021 and December 31, 2020, 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 $2,420 and $3,729 for the three months ended June 30, 2021 and 2020, respectively, and $4,663 and $7,728 for the six months ended June 30, 2021 and 2020, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:


	PPR Portfolio		Other Joint Ventures		Total
Three Months Ended June 30, 2021
Revenues:
Leasing revenue	$	41,234	$	150,465	$	191,699
Other	37		32,884		32,921
Total revenues	41,271		183,349		224,620
Expenses:
Shopping center and operating expenses	9,896		56,546		66,442
Leasing expenses	372		1,106		1,478
Interest expense	15,835		36,889		52,724
Depreciation and amortization	24,582		63,874		88,456
Total expenses	50,685		158,415		209,100
Loss on sale or write down of assets, net	—		(235)		(235)

Net (loss) income	$	(9,414)	$	24,699	$	15,285
Company's equity in net (loss) income	$	(3,372)	$	23,407	$	20,035
Three Months Ended June 30, 2020
Revenues:
Leasing revenue	$	38,806	$	139,452	$	178,258
Other	253		(399)		(146)
Total revenues	39,059		139,053		178,112
Expenses:
Shopping center and operating expenses	8,240		53,145		61,385
Leasing expenses	290		832		1,122
Interest expense	16,363		36,790		53,153
Depreciation and amortization	24,565		66,095		90,660
Total expenses	49,458		156,862		206,320
Loss on sale or write down of assets, net	—		(12)		(12)

Net loss	$	(10,399)	$	(17,821)	$	(28,220)
Company's equity in net loss	$	(3,777)	$	(10,396)	$	(14,173)


	PPR Portfolio		Other Joint Ventures		Total
Six Months Ended June 30, 2021
Revenues:
Leasing revenue	$	78,008	$	299,781	$	377,789
Other	129		49,851		49,980
Total revenues	78,137		349,632		427,769
Expenses:
Shopping center and operating expenses	19,263		115,385		134,648
Leasing expenses	775		2,459		3,234
Interest expense	31,637		74,103		105,740
Depreciation and amortization	48,887		130,416		179,303
Total expenses	100,562		322,363		422,925
Loss on sale or write down of assets, net	—		(181)		(181)

Net (loss) income	$	(22,425)	$	27,088	$	4,663
Company's equity in net (loss) income	$	(8,879)	$	30,824	$	21,945
Six Months Ended June 30, 2020
Revenues:
Leasing revenue	$	97,184	$	311,696	$	408,880
Other	302		6,492		6,794
Total revenues	97,486		318,188		415,674
Expenses:
Shopping center and operating expenses	17,881		114,654		132,535
Leasing expenses	763		2,127		2,890
Interest expense	32,458		74,930		107,388
Depreciation and amortization	53,182		134,456		187,638
Total expenses	104,284		326,167		430,451
Loss on sale or write down of assets, net	—		(12)		(12)

Net loss	$	(6,798)	$	(7,991)	$	(14,789)
Company's equity in net income (loss)	$	944	$	(5,419)	$	(4,475)

Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.