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Investments in Unconsolidated Joint Ventures | 9 Months Ended
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Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract] |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures: The Company has made the following recent financings or other events within its unconsolidated joint ventures: 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 4. Investments in Unconsolidated Joint Ventures: (Continued) 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%. 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. On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot regional retail center in Phoenix, Arizona, for $110,000. The Company used the net proceeds to pay down debt. The Company recognized a gain of approximately $42,815 in connection with this transaction (See Note 6—Property, net). During the three and nine months ending September 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 $66,953 and $120,643, respectively, at the Company's pro rata share. 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:
| September 30, 2024 |  | December 31, 2023
Assets(1): |  |  |
Property, net | $ | 5,108,043 |  |  | $ | 7,201,941 |
Other assets | 561,455 |  |  | 607,864 |
Total assets | $ | 5,669,498 |  |  | $ | 7,809,805 |
Liabilities and partners' capital(1): |  |  |
Mortgage and other notes payable | $ | 4,763,128 |  |  | $ | 5,445,411 |
Other liabilities | 365,962 |  |  | 436,179 |
Company's capital | 294,478 |  |  | 1,090,403 |
Outside partners' capital | 245,930 |  |  | 837,812 |
Total liabilities and partners' capital | $ | 5,669,498 |  |  | $ | 7,809,805 |
Investments in unconsolidated joint ventures: |  |  |
Company's capital | $ | 294,478 |  |  | $ | 1,090,403 |
Basis adjustment(2) | 290,183 |  |  | (412,425) |
| $ | 584,661 |  |  | $ | 677,978 |
Assets—Investments in unconsolidated joint ventures | $ | 775,362 |  |  | $ | 852,764 |
Liabilities—Distributions in excess of investments in unconsolidated joint ventures | (190,701) |  |  | (174,786) |
| $ | 584,661 |  |  | $ | 677,978 |
(1) These amounts include assets of $1,699,223 and $2,613,690 of Pacific Premier Retail LLC (the "PPR Portfolio") as of September 30, 2024 and December 31, 2023, respectively, and liabilities of $1,351,279 and $1,578,328 of the PPR Portfolio as of September 30, 2024 and December 31, 2023, respectively. On October 24, 2024, the Company acquired its joint venture partner's 40% interest in the PPR Portfolio (See Note 21—Subsequent Events). (2) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity and adjusts the basis adjustment for impairment and disposition transactions that may occur, into the Company's share of net (loss) income. The amortization of this difference was $178,179 and $(2,494) for the three months ended September 30, 2024 and 2023, respectively, and $360,740 and $(13,942) for the nine months ended September 30, 2024 and 2023, 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 September 30, 2024 |  |  |  |  |
Revenues: |  |  |  |  |
Leasing revenue | $ | 40,781 |  |  | $ | 147,824 |  |  | $ | 188,605 |
Other | 165 |  |  | 5,709 |  |  | 5,874 |
Total revenues | 40,946 |  |  | 153,533 |  |  | 194,479 |
Expenses: |  |  |  |  |
Shopping center and operating expenses | 9,909 |  |  | 53,684 |  |  | 63,593 |
Leasing expenses | 298 |  |  | 1,324 |  |  | 1,622 |
Interest expense | 19,842 |  |  | 47,130 |  |  | 66,972 |
Depreciation and amortization | 18,601 |  |  | 49,922 |  |  | 68,523 |
Total expenses | 48,650 |  |  | 152,060 |  |  | 200,710 |
(Loss) gain on sale or write down of assets, net | (559,906) |  |  | 146,915 |  |  | (412,991) |
Net (loss) income | $ | (567,610) |  |  | $ | 148,388 |  |  | $ | (419,222) |
Company's equity in net loss | $ | (69,779) |  |  | $ | (5,152) |  |  | $ | (74,931) |
Three Months Ended September 30, 2023 |  |  |  |  |
Revenues: |  |  |  |  |
Leasing revenue | $ | 44,446 |  |  | $ | 173,735 |  |  | $ | 218,181 |
Other | 595 |  |  | 5,724 |  |  | 6,319 |
Total revenues | 45,041 |  |  | 179,459 |  |  | 224,500 |
Expenses: |  |  |  |  |
Shopping center and operating expenses | 11,794 |  |  | 64,556 |  |  | 76,350 |
Leasing expenses | 355 |  |  | 1,043 |  |  | 1,398 |
Interest expense | 21,916 |  |  | 51,302 |  |  | 73,218 |
Depreciation and amortization | 22,240 |  |  | 62,388 |  |  | 84,628 |
Total expenses | 56,305 |  |  | 179,289 |  |  | 235,594 |
Loss on sale or write down of assets, net | — |  |  | (194,601) |  |  | (194,601) |
Net loss | $ | (11,264) |  |  | $ | (194,431) |  |  | $ | (205,695) |
Company's equity in net loss | $ | (4,614) |  |  | $ | (102,851) |  |  | $ | (107,465) |
Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:
| PPR Portfolio |  | Other Joint Ventures |  | Total
Nine Months Ended September 30, 2024 |  |  |  |  |
Revenues: |  |  |  |  |
Leasing revenue | $ | 123,068 |  |  | $ | 450,871 |  |  | $ | 573,939 |
Other | 1,373 |  |  | 12,639 |  |  | 14,012 |
Total revenues | 124,441 |  |  | 463,510 |  |  | 587,951 |
Expenses: |  |  |  |  |
Shopping center and operating expenses | 30,132 |  |  | 169,297 |  |  | 199,429 |
Leasing expenses | 1,173 |  |  | 3,788 |  |  | 4,961 |
Interest expense | 62,467 |  |  | 148,715 |  |  | 211,182 |
Depreciation and amortization | 60,276 |  |  | 159,611 |  |  | 219,887 |
Total expenses | 154,048 |  |  | 481,411 |  |  | 635,459 |
Loss on sale or write down of assets, net | (652,590) |  |  | (200,099) |  |  | (852,689) |
Net loss | $ | (682,197) |  |  | $ | (218,000) |  |  | $ | (900,197) |
Company's equity in net loss | $ | (130,713) |  |  | $ | (74,331) |  |  | $ | (205,044) |
Nine Months Ended September 30, 2023 |  |  |  |  |
Revenues: |  |  |  |  |
Leasing revenue | $ | 129,613 |  |  | $ | 505,490 |  |  | $ | 635,103 |
Other | 1,770 |  |  | 14,011 |  |  | 15,781 |
Total revenues | 131,383 |  |  | 519,501 |  |  | 650,884 |
Expenses: |  |  |  |  |
Shopping center and operating expenses | 33,469 |  |  | 184,213 |  |  | 217,682 |
Leasing expenses | 1,349 |  |  | 3,968 |  |  | 5,317 |
Interest expense | 65,575 |  |  | 144,386 |  |  | 209,961 |
Depreciation and amortization | 67,446 |  |  | 188,125 |  |  | 255,571 |
Total expenses | 167,839 |  |  | 520,692 |  |  | 688,531 |
Loss on sale or write down of assets, net | — |  |  | (266,252) |  |  | (266,252) |
Net loss | $ | (36,456) |  |  | $ | (267,443) |  |  | $ | (303,899) |
Company's equity in net loss | $ | (15,329) |  |  | $ | (160,906) |  |  | $ | (176,235) |

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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/recommendedDisclosureRef -Topic 740 -SubTopic 323 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478156/740-323-50-2 Reference 2: 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 3: 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 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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