XML 27 R13.htm IDEA: XBRL DOCUMENT
v3.22.4

Investments in Unconsolidated Joint Ventures | 12 Months Ended
--- | ---
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract] |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures: The Company owns operating properties through various unconsolidated joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2022 was as follows:
Joint Venture | Ownership %(1)
AM Tysons LLC | 50.0 | %
Biltmore Shopping Center Partners LLC | 50.0 | %
Corte Madera Village, LLC | 50.1 | %
Country Club Plaza KC Partners LLC | 50.0 | %
HPP-MAC WSP, LLC—One Westside | 25.0 | %
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 | %
Pacific Premier Retail LLC—Various Properties | 60.0 | %
Propcor II Associates, LLC—Boulevard Shops | 50.0 | %
PV Land SPE, LLC | 5.0 | %
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 | %
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, 2022, 2021 and 2020 and events subsequent to December 31, 2022: 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 previously unconsolidated 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 matures on January 22, 2024, and bears interest at the Secured Overnight Financing Rate ("SOFR") plus 3.6% (See Note 10–Mortgage Notes Payable). 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 15–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 15 – Consolidated Joint Venture and Acquisitions). On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 16 – 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. On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65,000 loan that bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9, 2026, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% through November 7, 2023. On December 31, 2021, the Company assigned its joint venture interest in The Shops at North Bridge in Chicago, Illinois to its partner in the joint venture. The assignment included the assumption by the joint venture partner of the Company’s share of the debt owed by the joint venture and no cash consideration was received by the Company. The Company recognized a loss of approximately $28,276 in connection with the assignment. On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $21,000. The Company recognized an immaterial gain in connection with the sale. On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197,011 loan on the property with a new $175,000 loan that bears interest at SOFR plus 3.70% and matures on February 9, 2025, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024. On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties, for a total purchase price of approximately $24,544. As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the twelve months ending December 31, 2022. The Company's share of the impairment loss was $27,054. 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 (See Note 15—Consolidated Joint Venture and Acquisitions). On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options. The Company's joint venture repaid $15,000 ($9,000 at the Company's pro rata share) of the outstanding loan balance. The loan bears interest at SOFR plus 4.0% and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0%. 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:
| 2022 |  | 2021
Assets(1): |  |  |
Property, net | $ | 8,156,632 |  |  | $ | 8,289,412 |
Other assets | 664,036 |  |  | 750,629 |
Total assets | $ | 8,820,668 |  |  | $ | 9,040,041 |
Liabilities and partners' capital(1): |  |  |
Mortgage and other notes payable | $ | 5,491,250 |  |  | $ | 5,686,500 |
Other liabilities | 451,511 |  |  | 325,115 |
Company's capital | 1,528,348 |  |  | 1,638,112 |
Outside partners' capital | 1,349,559 |  |  | 1,390,314 |
Total liabilities and partners' capital | $ | 8,820,668 |  |  | $ | 9,040,041 |
Investment in unconsolidated joint ventures: |  |  |
Company's capital | $ | 1,528,348 |  |  | $ | 1,638,112 |
Basis adjustment(2) | (425,153) |  |  | (448,149) |
| $ | 1,103,195 |  |  | $ | 1,189,963 |
Assets—Investments in unconsolidated joint ventures | 1,224,288 |  |  | $ | 1,317,571 |
Liabilities—Distributions in excess of investments in unconsolidated joint ventures | (121,093) |  |  | (127,608) |
| $ | 1,103,195 |  |  | $ | 1,189,963 |
_______________________________________________________________________________ (1)These amounts include the assets of $2,690,651 and $2,789,568 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2022 and 2021, respectively, and liabilities of $1,611,661 and $1,661,110 of the PPR Portfolio as of December 31, 2022 and 2021, 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 $9,371, $10,276 and $13,168 for the years ended December 31, 2022, 2021 and 2020, respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:
|  |  | PPR Portfolio |  | Other Joint Ventures |  | Total |
Year Ended December 31, 2022 |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |
Leasing revenue |  |  | $ | 183,620 |  |  | $ | 668,523 |  |  | $ | 852,143 |  |
Other |  |  | 739 |  |  | 19,967 |  |  | 20,706 |  |
Total revenues |  |  | 184,359 |  |  | 688,490 |  |  | 872,849 |  |
Expenses: |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 41,904 |  |  | 232,213 |  |  | 274,117 |  |
Leasing expense |  |  | 1,684 |  |  | 4,880 |  |  | 6,564 |  |
Interest expense |  |  | 65,957 |  |  | 148,443 |  |  | 214,400 |  |
Depreciation and amortization |  |  | 95,990 |  |  | 258,008 |  |  | 353,998 |  |
Total operating expenses |  |  | 205,535 |  |  | 643,544 |  |  | 849,079 |  |
Loss on sale of assets |  |  | — |  |  | (28,968) |  |  | (28,968) |  |
Net (loss) income |  |  | $ | (21,176) |  |  | $ | 15,978 |  |  | $ | (5,198) |  |
Company's equity in net loss |  |  | $ | (3,501) |  |  | $ | (1,755) |  |  | $ | (5,256) |  |
Year Ended December 31, 2021 |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |
Leasing revenue |  |  | 168,842 |  |  | 631,139 |  |  | 799,981 |  |
Other |  |  | 62 |  |  | 57,083 |  |  | 57,145 |  |
Total revenues |  |  | 168,904 |  |  | 688,222 |  |  | 857,126 |  |
Expenses: |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 40,298 |  |  | 246,692 |  |  | 286,990 |  |
Leasing expense |  |  | 1,286 |  |  | 4,392 |  |  | 5,678 |  |
Interest expense |  |  | 63,072 |  |  | 147,545 |  |  | 210,617 |  |
Depreciation and amortization |  |  | 97,494 |  |  | 253,561 |  |  | 351,055 |  |
Total operating expenses |  |  | 202,150 |  |  | 652,190 |  |  | 854,340 |  |
Loss on sale of assets |  |  | — |  |  | (9,178) |  |  | (9,178) |  |
Net (loss) income |  |  | $ | (33,246) |  |  | $ | 26,854 |  |  | $ | (6,392) |  |
Company's equity in net (loss) income |  |  | $ | (10,866) |  |  | $ | 26,555 |  |  | $ | 15,689 |  |
|  |  |  | 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 expense |  |  |  | 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) |
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

X
- References No definition available. + Details
Name: | us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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 https://asc.fasb.org/topic&trid=2196965 + Details
Name: | us-gaap_EquityMethodInvestmentsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration