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 February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197,011 loan on the property with a new $175,000 loan that bears interest at the Secured Overnight Financing Rate ("SOFR") plus 3.70% and matures on February 9, 2025, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024. On August 2, 2022, the Company acquired the remaining 50% ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties ("Seritage"), for a total purchase price of approximately $24,544. As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the twelve months ending December 31, 2022. The Company's share of the impairment loss was $27,054. Effective as of August 2, 2022, the Company now owns and has consolidated its 100% interest in these two former Sears parcels in its consolidated financial statements (See Note 15 — Acquisitions). On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options. The Company's joint venture repaid $15,000 ($9,000 at the Company's pro rata share) of the outstanding loan balance. The loan bears interest at SOFR plus 4.0% and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0%. 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 is in negotiations with the lender on the terms of the loan. On May 18, 2023, the Company acquired Seritage’s 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. The Company previously recorded an impairment loss of $50,197, at the Company’s share, during the three months ending March 31, 2023 as a result of shortening the holding periods on these parcels. Upon the closing of this transaction, the Company recorded an additional loss of $1,166, at the Company’s share, during the three months ending June 30, 2023. Effective as of May 18, 2023, the Company now owns and has consolidated its 100% interest in these five former Sears parcels in its consolidated financial statements (See Note 15—Acquisitions). 4. Investments in Unconsolidated Joint Ventures: (Continued) 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: June 30, December 31, Assets(1): Property, net $ 7,925,379 $ 8,156,632 Other assets 674,038 664,036 Total assets $ 8,599,417 $ 8,820,668 Liabilities and partners' capital(1): Mortgage and other notes payable $ 5,755,394 $ 5,491,250 Other liabilities 460,908 451,511 Company's capital 1,263,903 1,528,348 Outside partners' capital 1,119,212 1,349,559 Total liabilities and partners' capital $ 8,599,417 $ 8,820,668 Investments in unconsolidated joint ventures: Company's capital $ 1,263,903 $ 1,528,348 Basis adjustment(2) (424,820) (425,153) $ 839,083 $ 1,103,195 Assets—Investments in unconsolidated joint ventures $ 1,034,181 $ 1,224,288 Liabilities—Distributions in excess of investments in unconsolidated joint ventures (195,098) (121,093) $ 839,083 $ 1,103,195 (1) These amounts include assets of $2,655,745 and $2,690,651 of Pacific Premier Retail LLC (the "PPR Portfolio") as of June 30, 2023 and December 31, 2022, respectively, and liabilities of $1,601,209 and $1,611,661 of the PPR Portfolio as of June 30, 2023 and December 31, 2022, 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 (loss) income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $1,106 and $2,295 for the three months ended June 30, 2023 and 2022, respectively, and $(11,448) and $4,870 for the six months ended June 30, 2023 and 2022, respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures: PPR Portfolio Other Total 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) Three Months Ended June 30, 2022 Revenues: Leasing revenue $ 48,339 $ 168,827 $ 217,166 Other 55 2,766 2,821 Total revenues 48,394 171,593 219,987 Expenses: Shopping center and operating expenses 10,139 55,365 65,504 Leasing expenses 365 1,200 1,565 Interest expense 15,378 36,582 51,960 Depreciation and amortization 24,218 66,226 90,444 Total expenses 50,100 159,373 209,473 Gain on sale or write down of assets, net — 2,032 2,032 Net (loss) income $ (1,706) $ 14,252 $ 12,546 Company's equity in net income $ 1,289 $ 5,064 $ 6,353 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 Total 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) Six Months Ended June 30, 2022 Revenues: Leasing revenue $ 92,189 $ 323,993 $ 416,182 Other 119 10,105 10,224 Total revenues 92,308 334,098 426,406 Expenses: Shopping center and operating expenses 20,857 113,232 134,089 Leasing expenses 834 2,521 3,355 Interest expense 30,751 72,327 103,078 Depreciation and amortization 48,491 131,406 179,897 Total expenses 100,933 319,486 420,419 Loss on sale or write down of assets, net — (56,659) (56,659) Net loss $ (8,625) $ (42,047) $ (50,672) Company's equity in net loss $ (503) $ (22,241) $ (22,744) |