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Investments in Unconsolidated Joint Ventures | 12 Months Ended
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Dec. 31, 2023
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, 2023 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 | %
Kierland Commons Investment LLC | 50.0 | %
Macerich HHF Broadway Plaza LLC—Broadway Plaza | 50.0 | %
Macerich HHF Centers LLC—Various Properties | 51.0 | %
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, 2023, 2022 and 2021 and events subsequent to December 31, 2023: 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% (converted to SOFR plus 4.26% on April 7, 2023) and matures on November 9, 2026, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR/SOFR from exceeding 3.0% through November 7, 2023. The interest rate cap has since been extended and effectively prevents SOFR from exceeding 5.76% through November 7, 2024. 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. The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025. 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 ("Seritage"), 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 at closing. 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% through November 1, 2024. On November 1, 2023, the Company's joint venture repaid an additional $15,000 ($9,000 at the Company's pro rata share) of the outstanding loan balance. 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%. Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $295,210 ($147,605 at the Company’s pro rata share) non-recourse loan on the property. The Company’s joint venture is in negotiations with the lender on the terms of this non-recourse loan. Accordingly, the joint venture shortened the holding period of the property due to the uncertainty as to the outcome of these discussions. As a result of shortening the holding period, the joint venture determined the fair value of the property was less than the carrying value and recorded an impairment loss during 2023. The Company recognized $100,997 as its share of the impairment which was limited to the extent of its investment which has been reduced to zero. On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of $46,687. These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. As a result of this transaction and the shortening of holding periods, an impairment loss was recorded by the joint venture. The Company’s share of the impairment loss was $51,363. Effective as of May 18, 2023, the Company now owns and has consolidated its 100% interest in these five former Sears parcels in its consolidated financial statements (See Note 15—Acquisitions). On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666,465 mortgage loan on the property with a new $710,000 loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028. On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California for $700,000. The existing $324,632 loan on the property was repaid, and $77,643 of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8,118. On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23,000 mortgage loan on the property with a new $24,000 loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028. The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%. 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:
| 2023 |  | 2022
Assets(1): |  |  |
Property, net | $ | 7,201,941 |  |  | $ | 8,156,632 |
Other assets | 607,864 |  |  | 664,036 |
Total assets | $ | 7,809,805 |  |  | $ | 8,820,668 |
Liabilities and partners' capital(1): |  |  |
Mortgage and other notes payable | $ | 5,445,411 |  |  | $ | 5,491,250 |
Other liabilities | 436,179 |  |  | 451,511 |
Company's capital | 1,090,403 |  |  | 1,528,348 |
Outside partners' capital | 837,812 |  |  | 1,349,559 |
Total liabilities and partners' capital | $ | 7,809,805 |  |  | $ | 8,820,668 |
Investment in unconsolidated joint ventures: |  |  |
Company's capital | $ | 1,090,403 |  |  | $ | 1,528,348 |
Basis adjustment(2) | (412,425) |  |  | (425,153) |
| $ | 677,978 |  |  | $ | 1,103,195 |
Assets—Investments in unconsolidated joint ventures | 852,764 |  |  | $ | 1,224,288 |
Liabilities—Distributions in excess of investments in unconsolidated joint ventures | (174,786) |  |  | (121,093) |
| $ | 677,978 |  |  | $ | 1,103,195 |
_______________________________________________________________________________ (1)These amounts include the assets of $2,613,690 and $2,690,651 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2023 and 2022, respectively, and liabilities of $1,578,328 and $1,611,661 of the PPR Portfolio as of December 31, 2023 and 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 $(14,316), $9,371 and $10,276 for the years ended December 31, 2023, 2022 and 2021, respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:
|  |  | PPR Portfolio |  | Other Joint Ventures |  | Total |
Year Ended December 31, 2023 |  |  |  |  |  |  |  |
Revenues: |  |  |  |  |  |  |  |
Leasing revenue |  |  | $ | 178,790 |  |  | $ | 690,013 |  |  | $ | 868,803 |  |
Other |  |  | 2,295 |  |  | 21,628 |  |  | 23,923 |  |
Total revenues |  |  | 181,085 |  |  | 711,641 |  |  | 892,726 |  |
Expenses: |  |  |  |  |  |  |  |
Shopping center and operating expenses |  |  | 44,096 |  |  | 247,843 |  |  | 291,939 |  |
Leasing expense |  |  | 1,709 |  |  | 4,960 |  |  | 6,669 |  |
Interest expense |  |  | 87,586 |  |  | 197,840 |  |  | 285,426 |  |
Depreciation and amortization |  |  | 89,629 |  |  | 250,005 |  |  | 339,634 |  |
Total operating expenses |  |  | 223,020 |  |  | 700,648 |  |  | 923,668 |  |
Loss on sale or write down of assets, net |  |  | — |  |  | (192,336) |  |  | (192,336) |  |
Net loss |  |  | $ | (41,935) |  |  | $ | (181,343) |  |  | $ | (223,278) |  |
Company's equity in net loss |  |  | $ | (16,517) |  |  | $ | (140,420) |  |  | $ | (156,937) |  |
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 or write down of assets, net |  |  | — |  |  | (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) |  |
|  |  |  | PPR Portfolio |  | Other Joint Ventures |  | Total
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 or write down of assets, net |  |  |  | — |  |  | (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 |
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

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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 -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3 Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 323 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481543/323-740-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org//323/tableOfContent + Details
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