Investments in Unconsolidated Entities and International Investments | 6. Investment in Unconsolidated Entities and International Investments 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 83 properties as of March 31, 2020. 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 March 31, 2020 and December 31, 2019, we had construction loans and other advances to related parties totaling $78.1 million and $78.4 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. Unconsolidated Entity Transactions On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, 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. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5% . Our aggregate investment in the ventures was $67.6 million. On February 10, 2020, we and Taubman Centers, Inc., or TCO, a publicly held Michigan corporation, issued a joint press release announcing the execution of an Agreement and Plan of Merger, or the Merger Agreement, dated as of February 9, 2020, pursuant to which, among other things and subject to the satisfaction or waiver of certain conditions, the Operating Partnership will acquire 100% of the equity interests of TCO and, following the transactions contemplated in the Merger Agreement, will hold 80% of the equity interests of The Taubman Realty Group Limited Partnership, or TRG, with the Taubman Family (as defined in the Merger Agreement) retaining a 20% interest in TRG. Consummation of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of closing conditions, including, but not limited to, the approval and adoption of the Merger Agreement by (i) shareholders holding two-thirds TRG is engaged in the ownership, management and/or leasing of 26 retail real estate properties in the U.S. and Asia. Following the consummation of the transaction, the TRG board will be comprised of three Simon designees and three Taubman designees. TRG will continue to be managed by its existing executive team. Under the terms of the Merger Agreement, the contractual purchase price for all of Taubman’s common stock is $52.50 per share in cash, or $3.6 billion. On October 16, 2019, we contributed approximately $276.8 million consisting of cash and the Shop Premium Outlets, or SPO, assets for a 45% noncontrolling interest in RGG to create a new multi-platform venture dedicated to digital value shopping. We attributed substantially all of our investment to goodwill and certain amortizing and non-amortizing intangibles. On September 19, 2019, as discussed in note 4, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner. As a result of this acquisition, we now own 100% of this property. During the first quarter of 2019, we disposed of our interests in a multi-family residential investment. Our share of the gross proceeds was $17.3 million. The gain of $15.6 million is included in other income in the accompanying consolidated statement of operations and comprehensive income. As of March 31, 2020 and December 31, 2019, we had an 11.7% legal noncontrolling equity interest in HBS, a joint venture we formed with Hudson’s Bay Company. Our share of net (loss) income, net of amortization of our excess investment, was $0.8 million and ($2.6) million for the three months ended March 31, 2020 and 2019, respectively. Total revenues, operating income and consolidated net (loss) income of HBS were approximately $31.6 million, $12.8 million and $7.1 million, respectively, for the three months ended March 31, 2020 and $33.4 million, $1.4 million and ($10.2) million, respectively, for the three months ended March 31, 2019. 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. In January 2020, we acquired additional interests of 5.05% and 1.37% in Aéropostale and ABG, respectively, for $6.7 million and $33.5 million, respectively. At March 31, 2020, our noncontrolling equity method interests in the operations venture of Aéropostale and in ABG were 50.0% and 6.77% , respectively. European Investments At March 31, 2020, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $19.33 per share, which is below our carrying value. We have evaluated this investment and believe that any impairment is not other-than-temporary. Our share of net income, net of amortization of our excess investment, was $7.3 million and $17.8 million for the three months ended March 31, 2020 and 2019, respectively. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP, Klépierre’s total revenues, operating income before other items and consolidated net income were approximately $322.1 million, $83.8 million and $61.0 million, respectively, for the three months ended March 31, 2020 and $377.2 million, $147.4 million and $114.6 million, respectively, for the three months ended March 31, 2019. We have an interest in a European investee that had interests in ten and nine Designer Outlet properties, of which six are consolidated by us, as of March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020, 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 also have a direct minority ownership in three of those outlets. At March 31, 2020 and December 31, 2019, the carrying value of these equity instruments without readily determinable fair values 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 $214.9 million and $212.1 million as of March 31, 2020 and December 31, 2019, 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 $176.8 million and $173.9 million as of March 31, 2020 and December 31, 2019, respectively, including all related components of accumulated other comprehensive income (loss). Summary Financial Information A summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding Klépierre, Aéropostale, ABG, HBS, RGG, and Forever 21 as follows. COMBINED BALANCE SHEETS March 31, December 31, 2020 2019 Assets: Investment properties, at cost $ 19,500,080 $ 19,525,665 Less - accumulated depreciation 7,493,263 7,407,627 12,006,817 12,118,038 Cash and cash equivalents 844,940 1,015,864 Tenant receivables and accrued revenue, net 445,799 510,157 Right-of-use assets, net 180,638 185,302 Deferred costs and other assets 371,875 384,663 Total assets $ 13,850,069 $ 14,214,024 Liabilities and Partners’ Deficit: Mortgages $ 15,328,574 $ 15,391,781 Accounts payable, accrued expenses, intangibles, and deferred revenue 789,129 977,112 Lease liabilities 182,465 186,594 Other liabilities 362,323 338,412 Total liabilities 16,662,491 16,893,899 Preferred units 67,450 67,450 Partners’ deficit (2,879,872) (2,747,325) Total liabilities and partners’ deficit $ 13,850,069 $ 14,214,024 Our Share of: Partners’ deficit $ (1,248,877) $ (1,196,926) Add: Excess Investment 1,504,586 1,525,903 Our net Investment in unconsolidated entities, at equity $ 255,709 $ 328,977 “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 has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, 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 Months Ended March 31, 2020 2019 REVENUE: Lease income $ 743,849 $ 758,979 Other income 74,515 75,922 Total revenue 818,364 834,901 OPERATING EXPENSES: Property operating 147,030 144,721 Depreciation and amortization 171,479 170,258 Real estate taxes 68,390 68,717 Repairs and maintenance 19,615 22,376 Advertising and promotion 22,753 24,326 Other 50,229 49,316 Total operating expenses 479,496 479,714 Operating Income Before Other Items 338,868 355,187 Interest expense (156,640) (156,016) Gain on sale or disposal of assets and interests in unconsolidated entities, net — 21,587 Net Income $ 182,228 $ 220,758 Third-Party Investors’ Share of Net Income $ 92,859 $ 112,668 Our Share of Net Income 89,369 108,090 Amortization of Excess Investment (20,840) (20,792) Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements — (9,155) Income from Unconsolidated Entities $ 68,529 $ 78,143 Our share of income from unconsolidated entities in the above table, aggregated with our share of the results of Klépierre, Aéropostale, ABG, HBS, RGG, and Forever 21 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 assets and interests in unconsolidated entities, net is reflected within gain on sale or disposal of assets and interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. |