Investments in Unconsolidated Joint Ventures

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investments in Unconsolidated Joint Ventures

4. Investments in Unconsolidated Joint Ventures:

The Company has made the following recent financings or other events within its unconsolidated joint ventures:

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 the Secured Overnight Financing Rate ("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—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%.

On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403,931 mortgage loan on the property with a $700,000 loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.

On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan to April 3, 2026, including extension options. The Company's joint venture repaid $10,000 ($5,100 at the Company's pro rata share) of the outstanding loan balance at closing. The interest rate on the loan remains unchanged at 3.73%.

For the three months ended March 31, 2023, the Company recorded an impairment loss as a result of shortening the holding period on certain assets in a joint venture. The Company's share of the impairment loss was $50,197.

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:


	March 31, 2023		December 31, 2022
Assets(1):
Property, net	$	8,020,407	$	8,156,632
Other assets	677,850		664,036
Total assets	$	8,698,257	$	8,820,668
Liabilities and partners' capital(1):
Mortgage and other notes payable	$	5,776,143	$	5,491,250
Other liabilities	435,611		451,511
Company's capital	1,324,101		1,528,348
Outside partners' capital	1,162,402		1,349,559
Total liabilities and partners' capital	$	8,698,257	$	8,820,668
Investments in unconsolidated joint ventures:
Company's capital	$	1,324,101	$	1,528,348
Basis adjustment(2)	(432,104)		(425,153)
	$	891,997	$	1,103,195

Assets—Investments in unconsolidated joint ventures	$	1,088,906	$	1,224,288
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(196,909)		(121,093)
	$	891,997	$	1,103,195

(1) These amounts include assets of $2,675,841 and $2,690,651 of Pacific Premier Retail LLC (the "PPR Portfolio") as of March 31, 2023 and December 31, 2022, respectively, and liabilities of $1,609,503 and $1,611,661 of the PPR Portfolio as of March 31, 2023 and December 31, 2022, 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 (loss) income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $(12,554) and $2,575 for the three months ended March 31, 2023 and 2022, respectively.

4. Investments in Unconsolidated Joint Ventures: (Continued)

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:


	PPR Portfolio		Other Joint Ventures		Total
Three Months Ended March 31, 2023
Revenues:
Leasing revenue	$	43,070	$	163,368	$	206,438
Other	680		666		1,346
Total revenues	43,750		164,034		207,784
Expenses:
Shopping center and operating expenses	11,406		60,111		71,517
Leasing expenses	570		1,471		2,041
Interest expense	21,810		42,295		64,105
Depreciation and amortization	22,878		62,504		85,382
Total expenses	56,664		166,381		223,045
Loss on sale or write down of assets, net	—		(70,563)		(70,563)

Net loss	$	(12,914)	$	(72,910)	$	(85,824)
Company's equity in net loss	$	(5,516)	$	(56,294)	$	(61,810)
Three Months Ended March 31, 2022
Revenues:
Leasing revenue	$	43,850	$	155,166	$	199,016
Other	63		7,340		7,403
Total revenues	43,913		162,506		206,419
Expenses:
Shopping center and operating expenses	10,719		57,865		68,584
Leasing expenses	469		1,321		1,790
Interest expense	15,372		35,746		51,118
Depreciation and amortization	24,276		65,177		89,453
Total expenses	50,836		160,109		210,945
Loss on sale or write down of assets, net	—		(58,691)		(58,691)

Net loss	$	(6,923)	$	(56,294)	$	(63,217)
Company's equity in net loss	$	(1,792)	$	(27,305)	$	(29,097)

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