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 81 properties as of September 30, 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 loans. As of September 30, 2023 and December 31, 2022, we had construction loans and other advances to these related parties totaling $103.3 million and $112.0 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. During the third quarter of 2023, we disposed of our interest in one unconsolidated property through foreclosure in satisfaction of the $114.8 million non-recourse mortgage loan. We recognized no gain or loss in connection with this disposal. 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 On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%. Substantially all our investment has been determined to relate to investment property. 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 For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Total revenues $ 170,475 $ 161,503 $ 503,300 $ 504,034 Operating income before other items 64,134 57,355 200,828 192,414 Consolidated net income (79,515) 35,500 (8,840) 123,304 Our share of net income (64,927) 28,236 (9,863) 97,665 Amortization of excess investment 28,883 (44,189) (65,897) (142,239) Other Platform Investments As of September 30, 2023, we own a 41.67% non-controlling interest in J.C. Penney, a department store retailer. We also own a 33.3% 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. During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to approximately 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statements of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $36.9 million, which is included in income and other tax expense in the consolidated statements of operations and comprehensive income. During the third quarter of 2023, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 11.7% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $12.4 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statements of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $3.1 million, which is included in income and other tax expense in the consolidated statements of operations and comprehensive income. During the second quarter of 2023, ABG completed a capital transaction resulting in a dilution of our ownership and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $36.4 million, which is included in gain on disposal, exchange, or revaluation of equity interests in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $9.1 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income. 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 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 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 September 30, 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. In connection with this transaction our excess investment was primarily assigned to intangible assets and goodwill. The table below represents combined summary financial information, after intercompany eliminations, of our other platform investments. For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Total revenues $ 3,265,353 $ 3,543,438 $ 9,414,604 $ 10,247,196 Operating income before other items 257,104 337,119 342,353 596,234 Consolidated net income 136,745 280,999 8,379 454,606 Our share of net income (loss) 11,615 63,127 (18,122) 151,814 Amortization of excess investment (1,665) (1,665) (4,994) (4,994) European Investments At September 30, 2023, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $24.56 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 For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Total revenues $ 321,558 $ 265,348 $ 995,534 $ 940,408 Operating income before other items 131,041 103,087 450,466 411,965 Consolidated net income 94,035 84,723 268,335 311,608 Our share of net income 25,422 27,128 53,276 60,917 Amortization of excess investment (3,300) (2,904) (9,855) (8,936) During the nine months ended September 30, 2023, Klépierre disposed of its interest in certain shopping centers and we recorded a loss of $9.3 million. These transactions are included in (loss) 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. During the three and nine months ended September 30, 2022, Klépierre disposed of its interest in certain shopping centers and we recorded a loss of $3.3 million. These transactions are included in (loss) 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. We have an interest in a European investee that had interests in 12 Designer Outlet properties as of September 30, 2023 and 11 Designer Outlet properties as of December 31, 2022. Eight of these Designer Outlet properties are consolidated by us as of September 30, 2023. As of September 30, 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 September 30, 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 $210.1 million and $206.3 million as of September 30, 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 $203.5 million and $199.5 million as of September 30, 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 September 30, December 31, 2023 2022 Assets: Investment properties, at cost $ 19,085,972 $ 19,256,108 Less - accumulated depreciation 8,673,301 8,490,990 10,412,671 10,765,118 Cash and cash equivalents 1,413,812 1,445,353 Tenant receivables and accrued revenue, net 470,337 546,025 Right-of-use assets, net 123,149 143,526 Deferred costs and other assets 544,390 482,375 Total assets $ 12,964,359 $ 13,382,397 Liabilities and Partners’ Deficit: Mortgages $ 14,324,171 $ 14,569,921 Accounts payable, accrued expenses, intangibles, and deferred revenue 990,731 961,984 Lease liabilities 113,047 133,096 Other liabilities 380,490 446,064 Total liabilities 15,808,439 16,111,065 Preferred units 67,450 67,450 Partners’ deficit (2,911,530) (2,796,118) Total liabilities and partners’ deficit $ 12,964,359 $ 13,382,397 Our Share of: Partners’ deficit $ (1,277,109) $ (1,232,086) Add: Excess Investment 1,184,743 1,219,117 Our net (deficit) Investment in unconsolidated entities, at equity $ (92,366) $ (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 For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 REVENUE: Lease income $ 743,388 $ 710,084 $ 2,212,197 $ 2,142,068 Other income 129,021 72,355 357,261 258,446 Total revenue 872,409 782,439 2,569,458 2,400,514 OPERATING EXPENSES: Property operating 165,406 153,002 475,364 445,214 Depreciation and amortization 159,560 169,453 483,361 504,926 Real estate taxes 63,607 59,008 192,550 187,697 Repairs and maintenance 19,034 17,632 55,452 58,322 Advertising and promotion 19,188 17,153 58,702 52,718 Other 63,696 48,866 180,213 146,595 Total operating expenses 490,491 465,114 1,445,642 1,395,472 Operating Income Before Other Items 381,918 317,325 1,123,816 1,005,042 Interest expense (172,523) (147,539) (508,230) (438,559) Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net 19,395 4,522 20,529 4,522 Net Income $ 228,790 $ 174,308 $ 636,115 $ 571,005 Third-Party Investors’ Share of Net Income $ 124,272 $ 83,222 $ 329,338 $ 280,919 Our Share of Net Income 104,518 91,086 306,777 290,086 Amortization of Excess Investment (14,933) (14,928) (44,781) (45,153) Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net — (2,532) (454) (2,532) Income from Unconsolidated Entities $ 89,585 $ 73,626 $ 261,542 $ 242,401 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. |