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 84 properties as of September 30, 2021. 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 venture properties primarily in the form of interest bearing construction loans. As of September 30, 2021 and December 31, 2020, we had construction loans and other advances to these related parties totaling $93.4 million and $88.4 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. Unconsolidated Entity Transactions On July 1, 2021, we contributed to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures in exchange for additional interests in ABG, bringing our total interest in ABG to approximately 11%. As a result, in the third quarter of 2021, we recognized a non-cash pre-tax gain of $159.8 million representing the difference between the fair value of the interests received determined using Level 3 inputs and the carrying value of the licensing ventures less costs to sell. In connection with this transaction, we recorded deferred taxes of $47.9 million which is included in income and other tax (expense) benefit in the consolidated statements of operations and comprehensive income. On June 1, 2021, we and our partner, ABG, acquired the licensing rights of Eddie Bauer. Our non-controlling interest in the licensing venture is 49% and was acquired for cash consideration of $100.8 million. During the second quarter of 2021, we sold our interest in one multi-family residential investment. Our share of the gross proceeds from this transaction was $27.1 million. The gain of $14.9 million on the sale is included in other income in the accompanying consolidated statement of operations and comprehensive income. On December 29, 2020, we completed the acquisition of an 80% noncontrolling ownership interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc., or Taubman, common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.00 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion. Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us. The purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition. Substantially all of our investment has preliminarily been determined to relate to investment property based on estimated fair values at the acquisition date. Our share of net (loss) income was ($11.5 million) and ($49.9 million) for the three and nine months ended September 30, 2021, which includes amortization of our excess investment of $31.6 million and $94.7 million, for the same periods. TRG’s total revenue, operating income before other items and consolidated net income were approximately $422.8 million, $137.3 million, and $55.3 million, respectively, for the nine months ended September 30, 2021, before consideration of the amortization of our excess investment. On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our non-controlling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million. The purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition. In the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in three joint venture properties, which is included in gain (loss) on acquisition of controlling interest, 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. Additionally, in the third quarter of 2020, we recorded an other-than-temporary impairment charge of $36.1 million, which is included in gain (loss) on acquisition of controlling interest, 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, to reduce our investment in HBS to its estimated fair value. 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 aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain in the second quarter of 2020, of which our share was $35.0 million pre-tax. In the first quarter of 2021, we and our partner, ABG, each acquired additional 12.5% interests in the licensing and operations of Forever 21, our share of which was $56.3 million, bringing our respective interests to 50%. Subsequently, the Forever 21 operations were merged into SPARC Group. 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, and subsequently renamed SPARC Group. 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 SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC Group acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. During the second quarter of 2021, SPARC Group acquired certain assets and operations of Eddie Bauer. At September 30, 2021, our noncontrolling equity method interests in the operations venture of SPARC Group was 50.0%. European Investments At September 30, 2021, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $22.53 per share. Our share of net income, net of amortization of our excess investment, was $8.9 million and $4.3 million for the three months ended September 30, 2021 and 2020, respectively, and $115.9 million and $13.7 million for the nine months ended September 30, 2021 and 2020, 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 $840.4 million, $215.3 million and $619.9 million, respectively, for the nine months ended September 30, 2021 and $882.0 million, $195.2 million and $123.2 million, respectively, for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, Klépierre elected to step-up the tax basis of certain assets in Italy, which triggered a one-time payment at a significantly reduced tax rate. As a result of the step-up in tax basis, a previously established deferred tax liability was reversed resulting in a non-cash gain, of which our share was $118.4 million. During the nine months ended September 30, 2020, we recorded a $7.8 million net loss related to the impairment and disposition of certain assets of Klépierre. This transaction is included in gain (loss) on 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 11 Designer Outlet properties as of September 30, 2021 and ten Designer Outlet properties as of December 31, 2020, seven of which are consolidated by us as of September 30, 2021. As of September 30, 2021, our legal percentage ownership interests in these properties ranged from 23% to 94%. On January 1, 2021 our European investee gained control of Ochtrup Designer Outlets as a result of the expiration of certain participating rights held by a venture partner. This resulted in the consolidation of the property, requiring a remeasurement of our previously held equity interest to fair value and the recognition of a non-cash gain of $3.7 million in earnings during the first quarter of 2021, which includes amounts reclassified from accumulated other comprehensive income (loss) related to the currency translation adjustment previously recorded on our investment. The gain is included in gain (loss) on acquisition of controlling interest, 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. The determination of the fair value consisted of Level 2 and 3 inputs and was predominately allocated to investment property. 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 September 30, 2021 and December 31, 2020, 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 $211.1 million and $216.8 million as of September 30, 2021 and December 31, 2020, 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 $187.3 million and $184.7 million as of September 30, 2021 and December 31, 2020, 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 our investments in HBS, Klépierre, and TRG as well as our retailer investments in ABG, J.C. Penney, RGG and SPARC Group, follows. COMBINED BALANCE SHEETS September 30, December 31, 2021 2020 Assets: Investment properties, at cost $ 19,867,502 $ 20,079,476 Less - accumulated depreciation 8,287,531 8,003,863 11,579,971 12,075,613 Cash and cash equivalents 1,368,859 1,169,422 Tenant receivables and accrued revenue, net 567,034 749,231 Right-of-use assets, net 161,758 185,598 Deferred costs and other assets 415,768 380,087 Total assets $ 14,093,390 $ 14,559,951 Liabilities and Partners’ Deficit: Mortgages $ 15,311,572 $ 15,569,485 Accounts payable, accrued expenses, intangibles, and deferred revenue 854,603 969,242 Lease liabilities 165,334 188,863 Other liabilities 405,134 426,321 Total liabilities 16,736,643 17,153,911 Preferred units 67,450 67,450 Partners’ deficit (2,710,703) (2,661,410) Total liabilities and partners’ deficit $ 14,093,390 $ 14,559,951 Our Share of: Partners’ deficit $ (1,161,814) $ (1,130,713) Add: Excess Investment 1,300,242 1,399,757 Our net Investment in unconsolidated entities, at equity $ 138,428 $ 269,044 “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 For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 REVENUE: Lease income $ 719,723 $ 601,522 $ 2,053,826 $ 1,919,618 Other income 67,630 94,630 204,923 215,349 Total revenue 787,353 696,152 2,258,749 2,134,967 OPERATING EXPENSES: Property operating 151,008 129,024 420,174 383,363 Depreciation and amortization 170,568 175,716 512,165 512,705 Real estate taxes 66,221 68,464 203,242 197,487 Repairs and maintenance 18,274 16,457 53,625 49,661 Advertising and promotion 18,238 9,901 52,479 42,669 Other 43,400 41,857 113,042 107,822 Total operating expenses 467,709 441,419 1,354,727 1,293,707 Operating Income Before Other Items 319,644 254,733 904,022 841,260 Interest expense (154,501) (154,579) (453,145) (463,629) Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net — — 33,371 — Net Income $ 165,143 $ 100,154 $ 484,248 $ 377,631 Third-Party Investors’ Share of Net Income $ 82,639 $ 46,785 $ 243,525 $ 193,633 Our Share of Net Income 82,504 53,369 240,723 183,998 Amortization of Excess Investment (15,199) (20,543) (49,794) (62,144) Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements — — (14,941) — Income from Unconsolidated Entities $ 67,305 $ 32,826 $ 175,988 $ 121,854 Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in HBS, Klépierre, and TRG as well as our retailer investments, 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 acquisition of controlling interest sale or disposal of assets and interests in unconsolidated entities, net is reflected within gain (loss) on 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. |