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 was 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 those 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. As discussed below, the joint venture subsequently sold the property on June 28, 2024.

On May 18, 2023, the Company acquired Seritage Growth Properties' ("Seritage") 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

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%.

The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. During the three months ended March 31, 2024, the Company evaluated its investment and concluded that due to certain conditions, the Company should not continue to invest capital in this development project. As a result, the Company determined the investment was impaired on an other-than-temporary basis and wrote-off its entire investment of $57,686 in the first quarter of 2024 through equity in loss of unconsolidated joint ventures.

On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center in the New River Associates LLC joint venture that it did not previously own for a total purchase price of $36,447 and the assumption of its joint venture partner's share of debt on the property. Effective as of May 14, 2024, the Company now owns and has consolidated its 100% interest in Arrowhead Towne Center (See Note 15—Acquisitions).

On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall in the Pacific Premier Retail LLC joint venture that it did not previously own for no cash consideration and the assumption of its joint venture partner's share of debt on the property. Effective as of May 14, 2024, the Company now owns and has consolidated its 100% interest in South Plains Mall (See Note 15—Acquisitions).

On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement. Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions).

On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $256,000 loan on the property with a $275,000 loan that bears interest at a fixed rate of 7.06%, is interest only during the entire loan term and matures on July 1, 2029. The Company received a distribution of $17,700 in connection with this transaction.

On June 28, 2024, the Company's joint venture in Country Club Plaza sold the property for $175,600. Concurrent with the transaction, the remaining amount owed by the joint venture under the $295,470 loan ($147,735 at the Company's pro rata share) was forgiven by the lender.

During the three months ending June 30, 2024, the Company shortened the holding periods on certain joint venture properties and recorded impairment losses in equity in loss of unconsolidated joint ventures of $53,690, at the Company's pro rata share.

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:


	June 30, 2024		December 31, 2023
Assets(1):
Property, net	$	5,658,163	$	7,201,941
Other assets	592,620		607,864
Total assets	$	6,250,783	$	7,809,805
Liabilities and partners' capital(1):
Mortgage and other notes payable	$	4,777,115	$	5,445,411
Other liabilities	367,478		436,179
Company's capital	617,092		1,090,403
Outside partners' capital	489,098		837,812
Total liabilities and partners' capital	$	6,250,783	$	7,809,805
Investments in unconsolidated joint ventures:
Company's capital	$	617,092	$	1,090,403
Basis adjustment(2)	113,288		(412,425)
	$	730,380	$	677,978

Assets—Investments in unconsolidated joint ventures	$	915,817	$	852,764
Liabilities—Distributions in excess of investments in unconsolidated joint ventures	(185,437)		(174,786)
	$	730,380	$	677,978

(1) These amounts include assets of $2,269,612 and $2,613,690 of Pacific Premier Retail LLC (the "PPR Portfolio") as of June 30, 2024 and December 31, 2023, respectively, and liabilities of $1,353,917 and $1,578,328 of the PPR Portfolio as of June 30, 2024 and December 31, 2023, 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 the Company's share of net income (loss). The amortization of this difference was $107,378 and $1,106 for the three months ended June 30, 2024 and 2023, respectively, and $182,561 and $(11,448) for the six months ended June 30, 2024 and 2023, respectively.


	PPR Portfolio		Other Joint Ventures		Total
Three Months Ended June 30, 2024
Revenues:
Leasing revenue	$	39,277	$	152,984	$	192,261
Other	891		6,265		7,156
Total revenues	40,168		159,249		199,417
Expenses:
Shopping center and operating expenses	9,660		57,668		67,328
Leasing expenses	294		1,081		1,375
Interest expense	20,499		50,048		70,547
Depreciation and amortization	19,718		53,492		73,210
Total expenses	50,171		162,289		212,460
Gain (loss) on sale or write down of assets, net	7,588		(225,830)		(218,242)

Net loss	$	(2,415)	$	(228,870)	$	(231,285)
Company's equity in net loss	$	(50,949)	$	(5,888)	$	(56,837)
Three Months Ended June 30, 2023
Revenues:
Leasing revenue	$	42,095	$	168,389	$	210,484
Other	496		7,621		8,117
Total revenues	42,591		176,010		218,601
Expenses:
Shopping center and operating expenses	10,275		59,540		69,815
Leasing expenses	425		1,453		1,878
Interest expense	21,849		50,789		72,638
Depreciation and amortization	22,330		63,231		85,561
Total expenses	54,879		175,013		229,892
Loss on sale or write down of assets, net	—		(1,088)		(1,088)

Net loss	$	(12,288)	$	(91)	$	(12,379)
Company's equity in net loss	$	(4,457)	$	(2,503)	$	(6,960)


	PPR Portfolio		Other Joint Ventures		Total
Six Months Ended June 30, 2024
Revenues:
Leasing revenue	$	82,288	$	303,046	$	385,334
Other	1,208		6,930		8,138
Total revenues	83,496		309,976		393,472
Expenses:
Shopping center and operating expenses	20,223		115,612		135,835
Leasing expenses	873		2,466		3,339
Interest expense	42,626		101,584		144,210
Depreciation and amortization	41,675		109,689		151,364
Total expenses	105,397		329,351		434,748
Loss on sale or write down of assets, net	(92,684)		(347,024)		(439,708)

Net loss	$	(114,585)	$	(366,399)	$	(480,984)
Company's equity in net loss	$	(60,270)	$	(69,843)	$	(130,113)
Six Months Ended June 30, 2023
Revenues:
Leasing revenue	$	85,166	$	331,757	$	416,923
Other	1,176		8,287		9,463
Total revenues	86,342		340,044		426,386
Expenses:
Shopping center and operating expenses	21,673		119,659		141,332
Leasing expenses	994		2,926		3,920
Interest expense	43,658		93,085		136,743
Depreciation and amortization	45,207		125,736		170,943
Total expenses	111,532		341,406		452,938
Loss on sale or write down of assets, net	—		(71,651)		(71,651)

Net loss	$	(25,190)	$	(73,013)	$	(98,203)
Company's equity in net loss	$	(10,715)	$	(58,055)	$	(68,770)