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 82 properties as of March 31, 2023. 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 March 31, 2023 and December 31, 2022, we had construction loans and other advances to these related parties totaling $109.4 million and $112.0 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. During 2022, we recorded a non-cash gain of $19.9 million related to the disposition and foreclosure of two unconsolidated properties in satisfaction of the respective $99.6 million and $83.1 million non-recourse mortgage loans. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. Taubman Realty Group We own 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. Our investment includes 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us. The table below represents summary financial information of TRG. For the Three Months Ended March 31, 2023 2022 Total revenues $ 169,728 $ 162,609 Operating income before other items 74,778 61,853 Consolidated net income 44,953 38,669 Our share of net income 34,848 30,543 Amortization of excess investment (47,390) (49,025) Other Platform Investments As of March 31, 2023, we own a 41.67% non-controlling interest in J.C. Penney, a department store retailer. We also own a 50% non-controlling interest in SPARC Group. During the first quarter of 2022, SPARC Group acquired certain assets and operations of Reebok and entered into a long-term strategic partnership agreement with ABG to become the core licensee and operating partner for Reebok in the United States. At March 31, 2023, our interest in ABG was approximately 12.3%. On December 1, 2022, we sold to ABG all of our interests in the licensing venture of Eddie Bauer for additional interests in ABG. As a result, in the fourth quarter of 2022, we recognized a non-cash pre-tax gain of $159.0 million, representing the difference between the fair value of the interests received determined using Level 3 inputs and the $98.8 million carrying value of the intellectual property licensing venture less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $39.7 million. On July 1, 2021, we sold to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures in exchange for additional interests in ABG. 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 $102.7 million of the intellectual property licensing ventures less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $47.9 million. On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million. In connection with this transaction, we recorded tax expense of $8.0 million. Subsequently, we acquired additional interests in ABG for cash consideration of $100.0 million. As of March 31, 2023, we own a 45% non-controlling interest in Rue Gilt Groupe. On December 19, 2022, we completed the acquisition of a 50% non-controlling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million. Allocation of the excess investment to the underlying assets and liabilities acquired at the venture level is preliminary at March 31, 2023. The table below represents combined summary financial information, after intercompany eliminations, of our other platform investments. For the Three Months Ended March 31, 2023 2022 Total revenues $ 2,956,722 $ 3,140,858 Operating income before other items (17,869) (115,221) Consolidated net income (118,966) (159,412) Our share of net income (loss) (37,789) 9,889 Amortization of excess investment (1,665) (1,665) European Investments At March 31, 2023, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $22.68 per share. The table below represents summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP. For the Three Months Ended March 31, 2023 2022 Total revenues $ 322,557 $ 293,349 Operating income before other items 105,308 75,895 Consolidated net income 82,719 46,416 Our share of net income 17,858 11,507 Amortization of excess investment (3,253) (2,796) We have an interest in a European investee that had interests in 11 Designer Outlet properties as of March 31, 2023 and December 31, 2022, seven of which are consolidated by us as of March 31, 2023. As of March 31, 2023, our legal percentage ownership interests in these properties ranged from 23% 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, 2023 and December 31, 2022, 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 $217.5 million and $206.3 million as of March 31, 2023 and December 31, 2022, 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 $204.0 million and $199.5 million as of March 31, 2023 and December 31, 2022, 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 Klépierre and TRG as well as our other platform investments, follows. COMBINED BALANCE SHEETS March 31, December 31, 2023 2022 Assets: Investment properties, at cost $ 19,281,318 $ 19,256,108 Less - accumulated depreciation 8,615,876 8,490,990 10,665,442 10,765,118 Cash and cash equivalents 1,442,100 1,445,353 Tenant receivables and accrued revenue, net 504,883 546,025 Right-of-use assets, net 138,209 143,526 Deferred costs and other assets 445,744 482,375 Total assets $ 13,196,378 $ 13,382,397 Liabilities and Partners’ Deficit: Mortgages $ 14,544,401 $ 14,569,921 Accounts payable, accrued expenses, intangibles, and deferred revenue 881,365 961,984 Lease liabilities 127,840 133,096 Other liabilities 403,041 446,064 Total liabilities 15,956,647 16,111,065 Preferred units 67,450 67,450 Partners’ deficit (2,827,719) (2,796,118) Total liabilities and partners’ deficit $ 13,196,378 $ 13,382,397 Our Share of: Partners’ deficit $ (1,234,120) $ (1,232,086) Add: Excess Investment 1,212,729 1,219,117 Our net (deficit) Investment in unconsolidated entities, at equity $ (21,391) $ (12,969) “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, 2023 2022 REVENUE: Lease income $ 735,048 $ 717,768 Other income 90,046 112,585 Total revenue 825,094 830,353 OPERATING EXPENSES: Property operating 154,922 149,515 Depreciation and amortization 164,473 170,562 Real estate taxes 64,004 65,324 Repairs and maintenance 18,774 21,481 Advertising and promotion 20,710 19,318 Other 53,310 48,843 Total operating expenses 476,193 475,043 Operating Income Before Other Items 348,901 355,310 Interest expense (168,206) (144,448) Net Income $ 180,695 $ 210,862 Third-Party Investors’ Share of Net Income $ 90,259 $ 104,657 Our Share of Net Income 90,436 106,205 Amortization of Excess Investment (14,921) (15,139) Income from Unconsolidated Entities $ 75,515 $ 91,066 Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Klépierre and TRG as well as our other platform investments, before any applicable taxes, 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 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. |