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Consolidated Joint Venture and Acquisitions | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Consolidated Joint Venture and Acquisitions | Consolidated Joint Venture and Acquisitions: Fashion District Philadelphia: Effective December 10, 2020, the Company made the Partnership Loan to the Company’s previously unconsolidated joint venture in Fashion District Philadelphia, pursuant to the joint venture’s amended and restated partnership agreement, to fund a $100,000 repayment to reduce the mortgage notes payable on Fashion District Philadelphia from $301,000 to $201,000. 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. Prior to the restructuring, the Company had accounted for its investment in Fashion District Philadelphia under the equity method of accounting due to substantive participation rights held by the Company’s joint venture partner. Pursuant to the amended and restated partnership agreement, the substantive participation rights of the Company’s joint venture partner were terminated and as a result, the joint venture is treated as a VIE. The Company became the primary beneficiary of the VIE and commenced consolidating Fashion District Philadelphia in its consolidated financial statements effective December 10, 2020. Prior to December 10, 2020, the Company’s share of the joint venture’s net (loss) income was included in its consolidated statements of operations in equity in (loss) income of unconsolidated joint ventures. The consolidation of the joint venture required the Company to recognize the joint venture’s identifiable assets and liabilities at fair value in the Company’s consolidated financial statements, along with the fair value of the non-controlling interest. The fair value of the joint venture’s assets and liabilities upon initial consolidation were measured using estimates of expected future cash flows and other valuation techniques. The fair value of the joint venture property was determined by using income and market or sales comparison valuation approaches which included, but are not limited to estimates of rental rates, comparable sales, revenue and expense growth rates, capitalization rates and discount rates. The allocation of fair value to assets was estimated by the market or sales comparison, cost and income approaches. Assumed debt was recorded at fair value based upon the present value of the expected future payments and current interest rates. Other acquired assets, including cash, and assumed liabilities were recorded at cost due to the short-term nature of the balances. 15. Consolidated Joint Venture and Acquisitions: (Continued) The following is a summary of the allocation of the fair value of Fashion District Philadelphia upon its consolidation on December 10, 2020:
Property | $ | 331,514 |
Deferred charges | 25,272 |
Cash and cash equivalents | 4,492 |
Restricted cash | 1,319 |
Tenant receivables | 8,476 |
Other assets | 30,582 |
Total assets acquired | 401,655 |
Mortgage note payable | 201,000 |
Partnership loan(1) | 100,000 |
Accounts payable | 6,673 |
Due to affiliates | 3 |
Other accrued liabilities | 55,717 |
Total liabilities assumed | 363,393 |
Fair value of acquired net assets (at 100% ownership) | $ | 38,262 |
(1)The Partnership Loan is eliminated in the Company's consolidated financial statements. The Company recognized a remeasurement loss to adjust the carrying value of its existing investment in the joint venture to its estimated fair value in the Company’s consolidated financial statements. The remeasurement loss was determined by taking the difference between the fair value of assets less its liabilities and the sum of the carrying value of the Company’s existing investment in the joint venture and the fair value of the noncontrolling interest. The Company recognized the following remeasurement loss on the Fashion District Philadelphia restructuring:
Fair value of acquired net assets (at 100% ownership) | $ | 38,262 |
Fair value of the noncontrolling interest | (19,131) |
Carrying value of existing investment in the joint venture | (182,429) |
Loss on remeasurement of asset | $ | (163,298) |
Sears South Plains: 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. 15. Consolidated Joint Venture and Acquisitions: (Continued) The following is a summary of the allocation of the fair value of Sears South Plains upon its consolidation on December 31, 2020:
Land | $ | 8,170 |
Building and improvements | 11,130 |
Fair value of acquired net assets (at 100% ownership) | $ | 19,300 |
Sears Deptford Mall and Vintage Faire Mall: On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in the MS Portfolio LLC joint venture that it did not previously own for a total purchase price of $24,544. Effective as of August 2, 2022, the Company now owns and has consolidated its 100% interest in these two former Sears parcels in its consolidated financial statements. The following is a summary of the allocation of the fair value of the former Sears parcels at Deptford Mall and Vintage Faire Mall upon their consolidation on August 2, 2022:
Land | $ | 6,966 |
Building and improvements | 32,934 |
Deferred charges | 8,075 |
Other assets (above-market leases) | 2,664 |
Other accrued liabilities (below-market lease) | (2,541) |
Fair value of acquired net assets (at 100% ownership) | $ | 48,098 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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