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. During the three months ending June 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 $53,690, 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: June 30, December 31, Assets(1): Property, net $ 5,658,163 $ 7,201,941 Other assets 592,620 607,864 Total assets $ 6,250,783 $ 7,809,805 Liabilities and partners' capital(1): Mortgage and other notes payable $ 4,777,115 $ 5,445,411 Other liabilities 367,478 436,179 Company's capital 617,092 1,090,403 Outside partners' capital 489,098 837,812 Total liabilities and partners' capital $ 6,250,783 $ 7,809,805 Investments in unconsolidated joint ventures: Company's capital $ 617,092 $ 1,090,403 Basis adjustment(2) 113,288 (412,425) $ 730,380 $ 677,978 Assets—Investments in unconsolidated joint ventures $ 915,817 $ 852,764 Liabilities—Distributions in excess of investments in unconsolidated joint ventures (185,437) (174,786) $ 730,380 $ 677,978 (1) These amounts include assets of $2,269,612 and $2,613,690 of Pacific Premier Retail LLC (the "PPR Portfolio") as of June 30, 2024 and December 31, 2023, respectively, and liabilities of $1,353,917 and $1,578,328 of the PPR Portfolio as of June 30, 2024 and December 31, 2023, 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 the Company's share of net income (loss). The amortization of this difference was $107,378 and $1,106 for the three months ended June 30, 2024 and 2023, respectively, and $182,561 and $(11,448) for the six months ended June 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 Total Three Months Ended June 30, 2024 Revenues: Leasing revenue $ 39,277 $ 152,984 $ 192,261 Other 891 6,265 7,156 Total revenues 40,168 159,249 199,417 Expenses: Shopping center and operating expenses 9,660 57,668 67,328 Leasing expenses 294 1,081 1,375 Interest expense 20,499 50,048 70,547 Depreciation and amortization 19,718 53,492 73,210 Total expenses 50,171 162,289 212,460 Gain (loss) on sale or write down of assets, net 7,588 (225,830) (218,242) Net loss $ (2,415) $ (228,870) $ (231,285) Company's equity in net loss $ (50,949) $ (5,888) $ (56,837) 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) 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, 2024 Revenues: Leasing revenue $ 82,288 $ 303,046 $ 385,334 Other 1,208 6,930 8,138 Total revenues 83,496 309,976 393,472 Expenses: Shopping center and operating expenses 20,223 115,612 135,835 Leasing expenses 873 2,466 3,339 Interest expense 42,626 101,584 144,210 Depreciation and amortization 41,675 109,689 151,364 Total expenses 105,397 329,351 434,748 Loss on sale or write down of assets, net (92,684) (347,024) (439,708) Net loss $ (114,585) $ (366,399) $ (480,984) Company's equity in net loss $ (60,270) $ (69,843) $ (130,113) 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) |