Investments in Unconsolidated Entities | 5. Investment in Unconsolidated Entities Real Estate Joint Ventures and Investments Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in Note 2, we held joint venture interests in 82 properties as of June 30, 2018. Certain of our joint venture properties are subject to various rights of first refusal, buy‑sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner. We may provide financing to joint ventures primarily in the form of interest bearing construction loans. As of June 30, 2018 and December 31, 2017, we had construction loans and other advances to related parties totaling $87.4 million and $87.0 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. Unconsolidated Entity Transactions On June 7, 2018, Aventura Mall, a property in which we own a 33.3% interest, refinanced its $1.2 billion mortgage and its $200.8 million construction loan with a $1.75 billion mortgage at a fixed interest rate of 4.12% that matures on July 1, 2028. An early repayment charge of $30.9 million was incurred at the property, which along with the write-off of deferred debt issuance costs of $6.5 million, is included in interest expense in the accompanying combined joint venture statements of operations. Our $12.5 million share of the charge associated with the repayment is included in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Excess proceeds from the financing were distributed to the venture partners in June 2018. In May 2017, Colorado Mills, a property in which we have a 37.5% interest, sustained significant hail damage. During the second quarter of 2017, the property recorded an impairment charge of approximately $32.5 million based on the net carrying value of the assets damaged, which was fully offset by anticipated insurance recoveries. As of June 30, 2018, the property had received business interruption proceeds and also property damage proceeds of $58.3 million, which resulted in the property recording a $25.8 million gain in 2018. Our share of the gain, $9.7 million, is reflected within the gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. On September 15, 2016, we and a group of co-investors acquired certain assets and liabilities of Aéropostale, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. In April 2018, we contributed our entire interest in the licensing venture in exchange for additional interests in ABG, a brand development, marketing, and entertainment company. As a result, we recognized a $35.6 million non-cash gain representing the increase in value of our previously held interest in the licensing venture, which is included in other income in the accompanying consolidated statements of operations and comprehensive income. At June 30, 2018, our noncontrolling equity method interests in the operations venture of Aéropostale and in ABG were 44.95% and 5.78%, respectively. As of June 30, 2018 and December 31, 2017, we had an 11.7% noncontrolling equity interest in HBS, a venture formed with Hudson’s Bay Company. The venture has 42 properties in the U.S. and, subsequent to formation, acquired 41 properties from Kaufhof. In exchange for our interest, we committed to contribute $100.0 million for improvements to certain properties. As of June 30, 2018 and December 31, 2017, we had funded $68.3 million of this commitment. In addition, we contributed $178.5 million in connection with the acquisition of the Kaufhof department stores. Our share of net income, net of amortization of our excess investment, was $3.7 million and $3.3 million for the three months ended June 30, 2018 and 2017, respectively, and $7.6 million and $6.5 million for the six months ended June 30, 2018 and 2017, respectively. Total revenues, operating income and consolidated net income were approximately $174.2 million, $102.3 million and $53.8 million, respectively, for the six months ended June 30, 2018 and $183.0 million, $177.9 million and $129.7 million, respectively, for the six months ended June 30, 2017. European Investments At June 30, 2018, we owned 63,924,148 shares, or approximately 21.1%, of Klépierre, which had a quoted market price of $37.86 per share. Our share of net income, net of amortization of our excess investment, was $24.8 million and $15.9 million for the three months ended June 30, 2018 and 2017, respectively, and $47.7 million and $23.1 million for the six months ended June 30, 2018 and 2017, respectively. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP, Klépierre’s total revenues, operating income and consolidated net income were approximately $814.7 million, $333.3 million and $364.4 million, respectively, for the six months ended June 30, 2018 and $713.2 million, $251.6 million and $209.7 million, respectively, for the six months ended June 30, 2017. During the six months ended June 30, 2018, Klépierre completed the disposal of its interests in certain shopping centers. In connection with these disposals, we recorded a gain of $13.4 million, representing our share of the gains recognized by Klépierre, which is included in gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We have an interest in a European investee that had interests in nine Designer Outlet properties as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018, our legal percentage ownership interests in these properties ranged from 45% to 94%. In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties. We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets located throughout Europe and we have a direct minority ownership in three of those outlets. At June 30, 2018 and December 31, 2017, the carrying value of these equity instruments was $140.8 million and is included in deferred costs and other assets. Asian Joint Ventures We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $221.6 million and $230.3 million as of June 30, 2018 and December 31, 2017, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $155.2 million and $149.1 million as of June 30, 2018 and December 31, 2017, respectively, including all related components of accumulated other comprehensive income (loss). Summary Financial Information A summary of our equity method investments and share of income from such investments, excluding Klépierre, and our investments in Aéropostale, ABG and HBS follows. COMBINED BALANCE SHEETS June 30, December 31, 2018 2017 Assets: Investment properties, at cost $ 18,580,295 $ 18,328,747 Less - accumulated depreciation 6,618,858 6,371,363 11,961,437 11,957,384 Cash and cash equivalents 956,084 Tenant receivables and accrued revenue, net 403,125 Deferred costs and other assets 355,585 Total assets $ 13,708,732 $ 13,672,178 Liabilities and Partners’ Deficit: Mortgages $ 15,252,252 $ 14,784,310 Accounts payable, accrued expenses, intangibles, and deferred revenue 859,475 1,033,674 Other liabilities 386,151 365,857 Total liabilities 16,497,878 16,183,841 Preferred units 67,450 67,450 Partners’ deficit (2,856,596) (2,579,113) Total liabilities and partners’ deficit $ 13,708,732 $ 13,672,178 Our Share of: Partners’ deficit $ (1,240,838) $ (1,144,620) Add: Excess Investment 1,693,800 1,733,063 Our net Investment in unconsolidated entities, at equity $ 452,962 $ 588,443 “Excess Investment” represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and is allocated on a fair value basis primarily to investment properties, lease related intangibles, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of investment properties, typically no greater than 40 years, the terms of the applicable leases and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities. COMBINED STATEMENTS OF OPERATIONS For The Three For The Six Months Ended Months Ended June 30, June 30, 2018 2017 2018 2017 REVENUE: Minimum rent $ 483,976 $ 465,705 $ 959,931 $ 916,760 Overage rent 46,447 97,816 Tenant reimbursements 212,465 428,246 Other income 71,753 136,079 Total revenue 833,847 796,370 1,674,062 1,578,901 OPERATING EXPENSES: Property operating 132,028 265,013 Depreciation and amortization 159,748 313,202 Real estate taxes 63,977 130,560 Repairs and maintenance 20,471 40,701 Advertising and promotion 21,836 44,034 Provision for credit losses 2,789 6,566 Other 45,030 88,384 Total operating expenses 471,510 445,879 949,558 888,460 Operating Income 362,337 350,491 724,504 690,441 Interest expense (146,440) (288,647) Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net — — Net Income $ 197,378 $ 204,051 $ 408,612 $ 401,794 Third-Party Investors’ Share of Net Income $ 96,240 $ 104,265 $ 202,424 $ 203,950 Our Share of Net Income 99,786 197,844 Amortization of Excess Investment (22,979) (45,436) Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net — — Income from Unconsolidated Entities $ 70,071 $ 76,807 $ 153,595 $ 152,408 Our share of income from unconsolidated entities in the above table, aggregated with our share of the results of Klépierre, and our investments in Aéropostale, ABG and HBS, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Unless otherwise noted, our share of the gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net is reflected within gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. |