Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Brookfield Property REIT Inc. | |
Entity Central Index Key | 1,496,048 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 127,325,845 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Investment in real estate: | ||
Land | $ 2,745,905 | $ 4,013,874 |
Buildings and equipment | 11,005,853 | 16,957,720 |
Less accumulated depreciation | (2,183,128) | (3,188,481) |
Construction in progress | 525,169 | 473,118 |
Net property and equipment | 12,093,799 | 18,256,231 |
Investment in Unconsolidated Real Estate Affiliates | 5,197,113 | 3,377,112 |
Net investment in real estate | 17,290,912 | 21,633,343 |
Cash and cash equivalents | 260,716 | 164,604 |
Accounts receivable, net | 221,535 | 334,081 |
Notes receivable | 335,943 | 417,558 |
Deferred expenses, net | 164,228 | 284,512 |
Prepaid expenses and other assets | 292,746 | 494,795 |
Deferred tax assets, net | 591,589 | 18,633 |
Total assets | 19,157,669 | 23,347,526 |
Liabilities: | ||
Mortgages, notes and loans payable | 13,012,731 | 12,832,459 |
Investment in Unconsolidated Real Estate Affiliates | 123,701 | 21,393 |
Accounts payable and accrued expenses | 876,165 | 919,432 |
Dividend payable | 3,942 | 219,508 |
Junior subordinated notes | 206,200 | 206,200 |
Total liabilities | 14,222,739 | 14,198,992 |
Redeemable equity interests | 3,080,808 | 0 |
Redeemable noncontrolling interests | 73,581 | 248,126 |
Total redeemable interests | 3,154,389 | 248,126 |
Equity: | ||
Common Stock: 11,000,000,000 shares authorized, $0.01 par value, 1,040,382,900 issued, 956,982,536 outstanding as of December 31, 2017 | 0 | 10,130 |
Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017 | 242,042 | 242,042 |
Additional paid-in capital | 5,088,787 | 11,845,532 |
Retained earnings (accumulated deficit) | (5,017,312) | (2,107,498) |
Accumulated other comprehensive loss | (84,692) | (71,906) |
Common stock in treasury, at cost, 55,969,390 shares as of December 31, 2017 | 0 | (1,122,640) |
Total stockholders' equity | 239,443 | 8,795,660 |
Noncontrolling interests in Consolidated Real Estate Affiliates | 43,164 | 55,379 |
Noncontrolling interests of the Operating Partnership | 1,497,934 | 49,369 |
Total equity | 1,780,541 | 8,900,408 |
Class B Stock | 4,217 | 0 |
Class C Stock | 6,401 | 0 |
Total liabilities, redeemable noncontrolling interests and equity | $ 19,157,669 | $ 23,347,526 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock, shares authorized (in shares) | 11,000,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares issued (in shares) | 1,040,382,900 | |
Common stock, shares outstanding (in shares) | 956,982,536 | |
Preferred Stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, shares outstanding (in shares) | 10,000,000 | 10,000,000 |
Common stock in treasury (in shares) | 55,969,390 | 55,969,390 |
Common Class B | ||
Common stock, shares authorized (in shares) | 4,942,500,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares issued (in shares) | 421,682,697 | |
Common stock, shares outstanding (in shares) | 421,682,697 | |
Common Class C | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares issued (in shares) | 640,051,301 | |
Common stock, shares outstanding (in shares) | 640,051,301 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Aug. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | |||||||
Minimum rents | $ 309,983,000 | $ 363,857,000 | $ 1,057,817,000 | $ 1,062,075,000 | |||
Tenant recoveries | 133,103,000 | 160,755,000 | 446,260,000 | 485,737,000 | |||
Overage rents | 4,681,000 | 4,582,000 | 14,853,000 | 13,799,000 | |||
Management fees and other corporate revenues | 30,483,000 | 28,806,000 | 82,278,000 | 77,797,000 | |||
Other | 14,899,000 | 20,357,000 | 49,250,000 | 61,079,000 | |||
Total revenues | 493,149,000 | 578,357,000 | 1,650,458,000 | 1,700,487,000 | |||
Expenses: | |||||||
Real estate taxes | 55,081,000 | 61,516,000 | 177,417,000 | 178,053,000 | |||
Property maintenance costs | 8,381,000 | 10,281,000 | 34,070,000 | 35,980,000 | |||
Marketing | 1,801,000 | 1,744,000 | 4,961,000 | 5,185,000 | |||
Other property operating costs | 66,327,000 | 75,848,000 | 209,832,000 | 214,742,000 | |||
Provision for doubtful accounts | 3,517,000 | 2,152,000 | 9,180,000 | 8,769,000 | |||
Property management and other costs | 43,763,000 | 35,195,000 | 119,932,000 | 115,334,000 | |||
General and administrative | 15,947,000 | 12,037,000 | 40,235,000 | 42,582,000 | |||
Costs related to the BPY Transaction | 204,159,000 | 0 | 204,159,000 | 0 | |||
Provision for impairment | 7,487,000 | 0 | 45,866,000 | 0 | |||
Depreciation and amortization | 156,401,000 | 161,278,000 | 515,437,000 | 505,875,000 | |||
Total expenses | 562,864,000 | 360,051,000 | 1,361,089,000 | 1,106,520,000 | |||
Operating income (loss) | (69,715,000) | 218,306,000 | 289,369,000 | 593,967,000 | |||
Interest and dividend income | 7,240,000 | 15,948,000 | 25,906,000 | 51,336,000 | |||
Interest expense | (144,632,000) | (135,980,000) | (423,120,000) | (402,512,000) | |||
Gain on foreign currency | 0 | 3,889,000 | 0 | 3,195,000 | |||
Gain on extinguishment of debt | 0 | 0 | 0 | 55,112,000 | |||
Gain from changes in control of investment properties and other, net | 2,850,017,000 | 95,165,000 | 2,862,681,000 | 79,325,000 | |||
Income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and allocation to noncontrolling interests | 2,642,910,000 | 197,328,000 | 2,754,836,000 | 380,423,000 | |||
Benefit from (provision for) income taxes | 570,716,000 | (6,993,000) | 571,018,000 | (15,347,000) | |||
Equity in income of Unconsolidated Real Estate Affiliates | 20,336,000 | 35,937,000 | 59,206,000 | 99,884,000 | |||
Unconsolidated Real Estate Affiliates - gain on investment, net | 478,293,000 | 0 | 488,654,000 | 0 | |||
Net income | $ 3,698,966,000 | 3,712,255,000 | 226,272,000 | $ 3,860,424,000 | 3,873,714,000 | 464,960,000 | |
Allocation to noncontrolling interests | (39,240,000) | (28,981,000) | (3,492,000) | (43,049,000) | (32,790,000) | (9,157,000) | |
Net income attributable to Brookfield Property REIT Inc. | 3,683,274,000 | 222,780,000 | 3,840,924,000 | 455,803,000 | |||
Preferred Stock dividends | (3,984,000) | (3,984,000) | (11,952,000) | (11,952,000) | |||
Net income attributable to common stockholders | $ 3,655,742,000 | $ 218,796,000 | $ 3,805,423,000 | $ 443,851,000 | |||
Common Stock Earnings Per Share (Through August 27, 2018) (See Note 9): | |||||||
Basic & diluted earnings per share class A stock (in dollars per share) | $ 0.32 | ||||||
Dividends declared per share (in dollars per share) | $ 0.315 | $ 0 | $ 0.22 | $ 0.44 | $ 0.66 | ||
Basic (in dollars per share) | 4.70 | 0.25 | 4.16 | 0.50 | |||
Diluted (in dollars per share) | $ 4.68 | $ 0.23 | $ 4.15 | $ 0.47 | |||
Comprehensive Income, Net: | |||||||
Net income | $ 3,698,966,000 | 3,712,255,000 | $ 226,272,000 | $ 3,860,424,000 | 3,873,714,000 | $ 464,960,000 | |
Other comprehensive income (loss) | |||||||
Foreign currency translation | (2,347,000) | 4,065,000 | (12,764,000) | 2,602,000 | |||
Net unrealized gains (losses) on other financial instruments | 8,000 | 10,000 | 16,000 | 21,000 | |||
Other comprehensive income (loss) | (2,339,000) | 4,075,000 | (12,748,000) | 2,623,000 | |||
Comprehensive income | 3,709,916,000 | 230,347,000 | 3,860,966,000 | 467,583,000 | |||
Comprehensive income allocated to noncontrolling interests | (29,105,000) | (3,674,000) | (32,829,000) | (9,024,000) | |||
Comprehensive income attributable to Brookfield Property REIT Inc. | $ 3,680,811,000 | 226,673,000 | $ 3,828,137,000 | 458,559,000 | |||
Preferred Stock dividends | $ (3,984,000) | $ (3,984,000) | $ (11,952,000) | $ (11,952,000) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock in Treasury | Noncontrolling Interests in Consolidated Real Estate Affiliates and Long Term Incentive Plan Common Units | Common Class ACommon Stock | Common Class BCommon Stock | Common Class CCommon Stock | Redeemable Common Class A | Redeemable Common Class ACommon Stock |
Beginning balance at Dec. 31, 2016 | $ 8,700,729 | $ 242,042 | $ 11,419,939 | $ (1,827,866) | $ (70,456) | $ (1,137,960) | $ 65,623 | $ 9,407 | $ 0 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 457,974 | 455,803 | 2,171 | |||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | (4,472) | (4,472) | ||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates | 8,638 | 8,638 | ||||||||||
Contributions from noncontrolling interest in consolidated Real Estate Affiliates | 15,258 | 15,258 | ||||||||||
Long Term Incentive Plan Common Unit (238,655 LTIP Units) | 12,601 | 795 | (744) | 12,550 | ||||||||
Restricted stock grants, net | 6,799 | 6,792 | 7 | |||||||||
Employee stock purchase program | 3,097 | 3,096 | 1 | |||||||||
Stock options exercised (443,221 common shares) | 17,216 | 17,212 | 4 | |||||||||
Cancellation of repurchased common shares (12,980,447 common shares) | (170,514) | (112,464) | 283,106 | (128) | ||||||||
Treasury stock purchase (12,650,991 common shares) | (273,984) | (273,984) | ||||||||||
Cash distributions on Preferred Stock | (11,952) | (11,952) | ||||||||||
Cash dividends reinvested (DRIP) in stock (34,625 common shares) | (696) | (834) | 138 | |||||||||
Other comprehensive income (loss) | 2,756 | 2,756 | ||||||||||
Dividends on Common Stock | (580,149) | (580,149) | ||||||||||
Fair value adjustment for noncontrolling interest in Operating Partnership | 34,123 | 34,123 | ||||||||||
Ending balance at Sep. 30, 2017 | 8,389,330 | 242,042 | 11,312,277 | (2,077,510) | (67,700) | (1,128,838) | 99,768 | 9,291 | 0 | 0 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Cumulative effect of accounting change | (16,864) | (16,864) | ||||||||||
Beginning balance at Dec. 31, 2017 | 8,900,408 | 242,042 | 11,845,532 | (2,107,498) | (71,906) | (1,122,640) | 104,748 | 10,130 | 0 | 0 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 3,787,965 | 3,789,792 | (1,827) | $ 51,132 | ||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | (4,213) | (4,213) | ||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates | (5,421) | 3,808 | (9,229) | |||||||||
Long Term Incentive Plan Common Unit (238,655 LTIP Units) | 17,859 | 17,859 | ||||||||||
Restricted stock grants, net | 9,251 | 9,241 | 10 | 2,910 | ||||||||
Adjust Mezzanine Equity to Fair Value | 40,294 | 40,294 | ||||||||||
Employee stock purchase program | 1,797 | 1,797 | ||||||||||
Stock option grants, net of forfeitures (999,678 common shares) | 4,975 | 4,972 | 3 | |||||||||
Common Stock Issuance (4,098,105 common shares) | 87,190 | 87,149 | 41 | |||||||||
Reclassification of Mezzanine Equity to Permanent Equity | 0 | |||||||||||
Cash distributions on Preferred Stock | (11,952) | (11,952) | ||||||||||
Cash dividends reinvested (DRIP) in stock (34,625 common shares) | 0 | (245) | 245 | |||||||||
Other comprehensive income (loss) | (12,786) | (12,786) | ||||||||||
BPR Equity Recapitalization (See Note 1) | (3,409,482) | (7,428,698) | 2,903,347 | 1,122,640 | (661) | (10,184) | 4,074 | 3,408,889 | ||||
Cash Contribution from BPY | 200,000 | 193,599 | 6,401 | |||||||||
Class A Conversion to Class B (14,328,654 Class B shares) | 306,490 | 306,347 | 143 | (306,490) | ||||||||
Special Pre-Closing Dividend | (9,188,882) | (9,152,446) | (36,436) | |||||||||
Dividends on Common Stock | (421,446) | (421,446) | ||||||||||
Adjust Class A Stock to Fair Value | 24,501 | 24,501 | (24,501) | |||||||||
Acquisition of Noncontrolling Interest by Institutional Investor | 1,470,857 | 1,470,857 | ||||||||||
Class A Dividend | 0 | (51,132) | ||||||||||
Ending balance at Sep. 30, 2018 | $ 1,780,541 | $ 242,042 | $ 5,088,787 | $ (5,017,312) | $ (84,692) | $ 0 | $ 1,541,098 | $ 0 | $ 4,217 | $ 6,401 | $ 3,080,808 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Long Term Incentive Common Unit grants, net (in shares) | 238,655 | 451,585 | |
Restricted stock grants, net (in shares) | 48,773 | 708,091 | |
Employee stock purchase program (in shares) | 127,619 | ||
Stock option exercised (in shares) | 443,221 | ||
Treasury stock purchase (in shares) | 12,650,991 | ||
Cash dividends reinvested (DRIP) in stock (in shares) | 0 | 34,625 | |
Cash distributions declared (in dollars per share) | $ 0.315 | $ 0.66 | |
Cancellation of repurchased common shares (in shares) | 12,980,447 | ||
Stock options granted, net of forfeitures (in shares) | 999,678,000 | ||
Shares, Issued | 4,098,105,000 | 4,098,105,000 | |
Common Class B | |||
Conversion of common stock (in shares) | 14,328,654,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows provided by Operating Activities: | ||
Net income | $ 3,873,714,000 | $ 464,960,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Equity in income of Unconsolidated Real Estate Affiliates | (59,206,000) | (99,884,000) |
Distributions received from Unconsolidated Real Estate Affiliates | 85,269,000 | 133,158,000 |
Provision for doubtful accounts | 9,180,000 | 8,769,000 |
Depreciation and amortization | 515,437,000 | 505,875,000 |
Amortization/write-off of deferred finance costs | 10,381,000 | 9,011,000 |
Accretion/write-off of debt market rate adjustments | (1,643,000) | (3,256,000) |
Amortization of intangibles other than in-place leases | 15,338,000 | 24,874,000 |
Straight-line rent amortization | 766,000 | (3,260,000) |
Deferred income taxes | (573,109,000) | 9,290,000 |
Gain on dispositions, net | 0 | (4,775,000) |
Unconsolidated Real Estate Affiliates - gain on investment, net | (488,654,000) | 0 |
Gain from changes in control of investment properties and other, net | (2,862,681,000) | (79,325,000) |
Provision for impairment | 45,866,000 | 0 |
Gain on extinguishment of debt | 0 | (55,112,000) |
Gain on foreign currency | 0 | (3,195,000) |
Net changes: | ||
Accounts and notes receivable, net | (19,962,000) | 8,740,000 |
Prepaid expenses and other assets | (7,791,000) | (24,922,000) |
Deferred expenses, net | (28,863,000) | (16,380,000) |
Accounts payable and accrued expenses | (66,203,000) | 30,844,000 |
Other, net | 40,386,000 | 32,327,000 |
Net cash provided by operating activities | 488,225,000 | 937,739,000 |
Cash Flows (used in) provided by Investing Activities: | ||
Acquisition of real estate and property additions | 0 | (291,046,000) |
Development of real estate and property improvements | (587,418,000) | (451,078,000) |
Loans to joint venture partners | (6,739,000) | (53,196,000) |
Proceeds from repayment of loans to joint venture partners | 82,000,000 | 47,076,000 |
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates | 2,878,021,000 | 42,028,000 |
Contributions to Unconsolidated Real Estate Affiliates | (102,118,000) | (71,076,000) |
Distributions received from Unconsolidated Real Estate Affiliates in excess of income | 343,047,000 | 81,763,000 |
Net cash (used in) provided by investing activities | 2,606,793,000 | (695,529,000) |
Cash Flows used in Financing Activities: | ||
Proceeds from refinancing/issuance of mortgages, notes and loans payable | 6,571,856,000 | 1,355,000,000 |
Principal payments on mortgages, notes and loans payable | (1,186,149,000) | (680,715,000) |
Deferred finance costs | (110,584,000) | (3,133,000) |
Issuances of Class C Stock | 200,000,000 | 0 |
Treasury stock purchases | 0 | (267,788,000) |
Cash contributions from noncontrolling interests in consolidated real estate affiliates | 1,470,857,000 | 15,258,000 |
Cash distributions to noncontrolling interests in consolidated real estate affiliates | (4,213,000) | (4,472,000) |
Cash distributions paid to common stockholders | (9,835,798,000) | (812,871,000) |
Cash distributions reinvested (DRIP) in common stock | 357,000 | 834,000 |
Cash distributions paid to preferred stockholders | (11,952,000) | (11,952,000) |
Cash distributions and redemptions paid to unit holders | (106,167,000) | (15,182,000) |
Other, net | (9,631,000) | 29,681,000 |
Net cash used in financing activities | (3,021,424,000) | (395,340,000) |
Effect of foreign exchange rates on cash and cash equivalents | 0 | 3,195,000 |
Net change in cash, cash equivalents and restricted cash | 73,594,000 | (149,935,000) |
Cash, cash equivalents and restricted cash at beginning of period | 231,939,000 | 531,705,000 |
Cash, cash equivalents and restricted cash at end of period | 305,533,000 | |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | 442,924,000 | 406,282,000 |
Interest capitalized | 15,123,000 | 6,932,000 |
Income taxes paid | 2,522,000 | 7,947,000 |
Accrued capital expenditures included in accounts payable and accrued expenses | $ 219,022,000 | $ 126,306,000 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Readers of this Quarterly Report on Form 10-Q (this "Quarterly Report") should refer to the Company's (as defined below) audited consolidated financial statements for the year ended December 31, 2017 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2017 (Commission File No. 001-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this Quarterly Report. Unless context otherwise requires, capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report. General GGP Inc., ("GGP” or the “Company”) (now known as Brookfield Property REIT Inc. or “BPR"), a Delaware corporation, was organized in July 2010 and is an externally managed real estate investment trust, referred to as a "REIT". On March 26, 2018, GGP and Brookfield Property Partners L.P. (“BPY”) entered into an agreement and plan of merger (as amended by the amendment thereto dated June 25, 2018, the “Merger Agreement”) pursuant to which BPY would acquire all of the shares of GGP common stock, par value $0.01 per share, that BPY and its affiliates did not already own through a series of transactions (collectively, the “BPY Transaction”), including, among other things, the exchange of all shares of GGP common stock owned by certain affiliates of BPY and any subsidiary of GGP for a newly authorized series of preferred stock of GGP designated Series B Preferred Stock (the “Class B Exchange”) and the payment of a special dividend payable to certain holders of record of GGP common stock pursuant to the terms of the Merger Agreement (the “Pre-Closing Dividend”). On July 26, 2018, GGP obtained the requisite stockholder approval for the BPY Transaction at a special meeting of GGP stockholders. Therefore, on July 27, 2018, GGP effected the Class B Exchange by exchanging shares of GGP common stock owned by certain affiliates of BPY and any subsidiary of GGP into Series B Preferred Stock. On August 27, 2018, pursuant to the Merger Agreement, the Pre-Closing Dividend and consideration was paid to all holders of record of GGP common stock (not including holders of GGP restricted stock, but including certain holders of GGP options who are deemed stockholders) on July 27, 2018 following the Class B Exchange. The Pre-Closing Dividend and consideration provided for the distribution of up to $23.50 in cash or a choice of either one BPY limited partnership unit ("BPY unit") or one share of newly authorized Class A Stock of BPR, par value $0.01 per share ("Class A Stock"), subject to proration in each case, based on an aggregate cash consideration amount of $9.25 billion . Pursuant to the Merger Agreement, on August 27, 2018, GGP’s certificate of incorporation was amended and restated (the “Charter Amendments”) to, among other things, change the Company's name to Brookfield Property REIT Inc., authorize the issuance of Class A Stock, Class B-1 Stock, par value $0.01 per share (“Class B-1 Stock”) and Class C Stock, par value $0.01 per share (“Class C Stock”) and to provide the terms governing the Series B Preferred Stock and Class B-1 Stock (collectively, “Class B Stock”). In addition, the Company amended and restated its bylaws (the “Bylaws Amendments”) and the agreement of limited partnership of GGP Operating Partnership, LP (“GGPOP”), a subsidiary of GGP that was renamed BPR OP, LP (“BPROP”) (the “Amended BPR OP Partnership Agreement”). The Charter Amendments superseded the certificate of designations authorizing the Company's Series B Preferred stock, such that the Series B Preferred Stock remains outstanding but is referred to following the Charter Amendments as Class B Stock, having the rights, powers, preferences and other terms given to Class B Stock in the Charter Amendments. Each share of Class A Stock was structured to provide its holder with an economic return that is equivalent to that of a BPY unit, including rights to identical distributions. Subsequent to the BPY Transaction, Class A stockholders have the right to exchange all or a portion of their Class A Stock for cash at a price equal to the value of an equivalent number of BPY units, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPR. BPY has the option, but not the obligation, to settle any exchange requests by exchanging each share of Class A Stock for one BPY unit. All dividends to holders of Class A Stock will be paid prior and in preference to any dividends or distributions on the Class B Stock, Class C Stock or the common stock of BPR and will be fully declared and paid before any dividends are declared and paid or any other distributions are made on any Class B Stock, Class C Stock or the common stock of BPR. The holders of Class A Stock shall not be entitled to any dividends from BPR other than the class A dividend. Except as otherwise expressly provided in the Charter Amendments or as required by law, the holders of Class A Stock, Class B Stock and Class C Stock will vote together and not as separate classes. The holders of shares of each of Class B Stock and Class C Stock will be entitled to one vote for each share thereof held at the record date for the determination of stockholders entitled to vote on any matter. The holders of shares of Class A Stock will be entitled to one vote for each share thereof held at the record date for the determination of stockholders entitled to vote on any matter, except that holders of shares of Class A Stock will not be entitled to vote (i) on a liquidation or dissolution or conversion of the Class A Stock in connection with a market capitalization liquidation event (as described in the Charter Amendments), or (ii) to reduce the voting power of the Class B Stock or Class C Stock. BPR is an indirect subsidiary of BPY, one of the world's largest commercial real estate companies. Although the BPY Transaction resulted in a change of control of the Company, BPR remains a reporting entity. Accordingly, the Company accounted for the BPY Transaction as an equity recapitalization transaction. The BPY Transaction resulted in the consummation of a series of recapitalization and financing transactions (see Note 6 ) and joint venture asset sales (see Note 3 ). As a result of the BPY Transaction, our financial information should be considered in conjunction with BPY’s financial information. In these notes, the terms "we", "us" and "our" refer to BPR and its subsidiaries. BPR, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of September 30, 2018 , we are the owner, either entirely or with joint venture partners, of 125 retail properties. Substantially all of our business is conducted through BPROP, which we sometimes refer to herein as the Operating Partnership and its subsidiaries. As of September 30, 2018 , BPR held approximately 99% of the common equity of BPROP, while the remaining 1% was held by limited partners and certain previous contributors of properties to BPROP. In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through General Growth Management, Inc. ("GGMI"), General Growth Services, Inc. ("GGSI") and GGPLP REIT Services, LLC ("GGPRS"). Each of GGMI and GGSI is a taxable REIT subsidiary ("TRS"), which provides management, leasing, tenant coordination, business development, marketing, strategic partnership and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties (defined below). GGSI also serves as a contractor to GGMI for these services. GGPRS generally provides financial, accounting, tax, legal, development, and other services to our Consolidated Properties. We refer to our ownership interests in properties in which we own a majority or controlling interest and are consolidated under accounting principles generally accepted in the United States of America ("GAAP") as the "Consolidated Properties." We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest ("Unconsolidated Real Estate Affiliates") and we refer to those properties as the "Unconsolidated Properties". |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of BPR, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of BPROP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. The Operating Partnership and each of our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnership and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities. We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company net operating income, or NOI, in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization, which are a result of our emergence from bankruptcy, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment. Properties Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10 - 45 years. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term Reclassifications In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-18, which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. The Company adopted this guidance on December 31, 2017, which changes our statements of cash flows and related disclosures for all periods presented. The following is a summary of our cash, cash equivalents and restricted cash total as presented in our statements of cash flows for the nine months ended September 30, 2018 and 2017 : Nine Months Ended September 30, 2018 2017 Cash and cash equivalents $ 260,716 $ 311,107 Restricted cash 44,817 70,663 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 305,533 $ 381,770 For the nine months ended September 30, 2017 , the changes in restricted cash related to cash flows provided by operating activities of $0.6 million , restricted cash related to cash flows used in investing activities of $0.9 million and restricted cash related to cash flows used in financing activities of $15.2 million were reclassified. In addition, certain prior period amounts included in prepaid expenses and other assets and deferred tax liabilities in the Consolidated Balance Sheets have been reclassified to deferred tax assets, net as of September 30, 2017 . Acquisitions of Operating Properties ( Note 3 ) Acquisitions of properties are typically accounted for as acquisitions of assets rather than acquisitions of a business. Accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition and acquisition costs are capitalized. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. Gross Asset Accumulated Amortization Net Carrying Amount As of September 30, 2018 Tenant leases: In-place value $ 197,953 $ (89,964 ) $ 107,989 As of December 31, 2017 Tenant leases: In-place value $ 347,232 $ (181,088 ) $ 166,144 The above-market tenant leases and below-market ground leases are included in prepaid expenses and other assets ( Note 13 ); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in accounts payable and accrued expenses ( Note 14 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , had the following effects on our income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amortization/accretion effect on continuing operations $ (11,524 ) $ (15,100 ) $ (42,390 ) $ (56,417 ) Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2018 Remaining $ 7,076 2019 21,822 2020 15,292 2021 10,322 2022 9,471 Investments in Unconsolidated Real Estate Affiliates ( Note 5 ) We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. Under the equity method, the cost of our investment is adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition, increased by our contributions and reduced by distributions received. Under the cost method, the cost of our investment is not adjusted for our share of the earnings of such Unconsolidated Real Estate Affiliates from the date of acquisition and distributions are treated as earnings when received. To determine the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity ("VIE"). A limited partnership or other similar entity is considered a VIE unless a simple majority of limited partners (excluding limited partners that are under common control with the general partner) have substantive kick-out rights or participating rights. Accounting guidance amended the following: (i) modified the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, (iii) affected the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provided a scope exception for certain entities. If an entity is determined to be a VIE, we determine which party is the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, future cash flow projections, the entity's financing and capital structure, and contractual relationship and terms. Primary risks associated with our VIEs include the potential of funding the entities' debt obligations or making additional contributions to fund the entities' operations. Generally, the operating agreements with respect to our Unconsolidated Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Therefore, we generally also share in the profit and losses, cash flows and other matters relating to our Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. Except for Retained Debt (as described in Note 5 ), differences between the carrying amount of our investment in the Unconsolidated Real Estate Affiliates and our share of the underlying equity of our Unconsolidated Real Estate Affiliates are typically amortized over lives ranging from 5 to 45 years. When cumulative distributions exceed our investment in the joint venture, the investment is reported as a liability in our consolidated financial statements. The liability is limited to our maximum potential obligation to fund contractual obligations, including recourse related to certain debt obligations. Partially owned joint ventures over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned joint ventures where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method. To the extent that we contribute assets to a joint venture accounted for using the equity method, our investment in the joint venture is recorded at the fair value of the consideration of the assets that were contributed to the joint venture. We will recognize gains and losses on the contribution of our real estate to joint ventures, relating to our entire investment in the property, to the extent the buyer is independent of the Company, the collection of the sales price is reasonably assured, and we will not be required to support the operations of the property or its related obligations to an extent greater than our proportionate interest. The combined summarized financial information of unconsolidated joint ventures is disclosed in Note 5 to the Consolidated Financial Statements. We continually analyze and assess reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate. Decisions regarding consolidation of partially owned entities frequently require significant judgment by our management. Revenue Recognition and Related Matters Minimum rents are recognized on a straight-line basis over the terms of the related operating leases, including the effect of any free rent periods. Minimum rents also include lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as accretion related to above-market and below-market tenant leases on acquired properties and properties that were recorded at fair value at the emergence from bankruptcy. Overage rent is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount and is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Tenant recoveries are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period the related costs are incurred. Accounting for real estate sales distinguishes between sales to a customer or non-customer for purposes of revenue recognition. Once we, as the seller, determine that we have a contract, we will identify each distinct non-financial asset promised to the counter-party and whether the counter-party obtains control and transfers risks and rewards of ownership of each non-financial asset to determine if we should derecognize the asset. We provide an allowance for doubtful accounts against the portion of accounts receivable including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed each period based upon our recovery experience and the specific facts of each outstanding amount. Management Fees and Other Corporate Revenues Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 5 . The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Management fees from affiliates $ 30,483 $ 28,806 $ 82,278 $ 77,797 Management fee expense (11,630 ) (10,675 ) (32,409 ) (27,684 ) Net management fees from affiliates $ 18,853 $ 18,131 $ 49,869 $ 50,113 Based upon the new revenue recognition guidance, we determined that typical management fees including property and asset management, construction and development management services, leasing services, property acquisition and disposition services and financing services, needed to be evaluated for each separate performance obligation included in the contract in order to determine timing of revenue recognition. Revenues from contracts within the scope of the new revenue recognition guidance were $80.4 million for the nine months ended September 30, 2018 . Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. For property and asset management services, we are compensated for our services through a monthly management fee earned based on a specified percentage of the monthly rental income or rental receipts generated from the property under management. For construction and development services, we are compensated for planning, administering and monitoring the design and construction of projects at our joint venture properties typically based on a percentage of project costs, hourly rate of development staff or a fixed fee. Revenues from such contracts were $69.4 million for the nine months ended September 30, 2018 and are recognized over the life of the applicable contract. Conversely, leasing services, property acquisition and disposition services and financing services are each considered to be a single performance obligation, satisfied as of a point in time. Our fee is paid upon the occurrence of certain contractual event(s) that may be contingent and pattern of revenue recognition may differ from the timing of payment. For these services, the obligation is the execution of the lease, closing of the sale or acquisition, or closing of the financing or refinancing. As such, revenues are recognized at the point in time when the respective obligation has been satisfied. Revenues from such contracts were $11.0 million for the nine months ended September 30, 2018 . Following the BPY Transaction, certain Brookfield Asset Management Inc. ("BAM")-owned entities provide certain management and administration services to BPR. BPR will pay an annual base management fee to BAM equal to 1.25% of the total capitalization of BPR, subject to certain adjustments. For the first twelve months following closing of the BPY Transaction, BAM has agreed to waive management fees payable by BPR. There were no amounts due pursuant to these services for the nine months ended September 30, 2018. Following the BPY Transaction, an affiliate of BAM is entitled to receive incentive distributions based on an amount by which quarterly distributions exceed specified target levels. There were no such amounts payable for the nine months ended September 30, 2018. Impairment Operating Properties We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, changes in management's intent with respect to the properties and prevailing market conditions. If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property. Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition. During the nine months ended September 30, 2018 , we recorded a $45.9 million impairment charge on our Consolidated Statements of Comprehensive Income related to one operating property that has non-recourse debt maturing during 2019 that exceeds the fair value of the operating property. No provisions for impairment were recognized for the three and nine months ended September 30, 2017 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results. Investment in Unconsolidated Real Estate Affiliates A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and nine months ended September 30, 2018 and 2017 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results. Notes Receivable Notes receivable are evaluated for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. No impairments related to our notes receivable were recognized for the three and nine months ended September 30, 2018 and 2017 . Fair Value Measurements ( Note 4 ) The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. Our credit risk exposure with regard to our cash and the $1.5 billion available under our credit facility is spread among a diversified group of investment grade financial institutions. We had $347.0 million outstanding and no amount outstanding under our credit facility as of September 30, 2018 and December 31, 2017 , respectively. Recently Issued Accounting Pronouncements Based upon the new revenue recognition guidance, revenue recognized for the three and nine months ended September 30, 2018 is not significantly different as compared to what would have been recognized in the same period under guidance that was in effect before the change. Effective January 1, 2018, companies were required to apply a five-step model in accounting for revenue. The core principle of the revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts are excluded from this revenue recognition criteria; however, the sale of real estate is required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition are required for contracts that are subject to this pronouncement. The new standard could be adopted either retrospectively to each prior reporting period presented or on a modified retrospective approach as a cumulative effect adjustment as of the date of adoption. The Company adopted the model effective January 1, 2018 using the modified retrospective approach for implementation. The Company elected to use the practical expedient to apply the model only to contracts not yet completed as of the date of adoption. The adoption resulted in a cumulative-effect adjustment to increase equity as of January 1, 2018 of approximately $1.90 million related to changes in the revenue recognition pattern of lease commissions earned by the Company from our joint ventures and the sale of condos in our Unconsolidated Real Estate Affiliates ( Note 5 ). In February 2016, the FASB issued ASU 2016-02, Leases. This new guidance is effective January 1, 2019, with early adoption permitted. The pronouncement will require lessees to recognize a liability to make lease payments and a right-of-use (ROU) asset, initially measured at the present value of lease payments, for both operating and financing leases. For leases with a term of 12 months or less, lessees will be permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. The guidance allows lessors to make an accounting policy election, by class of underlying asset, to not separate non-lease components from lease components if certain requirements are met but requires lessors to recognize real estate tax expense and recovery income for tenants that self-pay real estate taxes. The guidance also provides an optional transition method which would allow entities to initially apply the new guidance in the period of adoption, recognizing a cumulative-effect adjustment to the opening balance of retained earnings, if necessary. Upon adoption, the Company will recognize a lease liability and an ROU asset for operating leases where it is the lessee, such as ground leases and office leases. The Company is in the process of evaluating the inputs required to calculate the amounts that will be recorded on its balance sheet for each lease. For leases with a term of 12 months or less, the Company expects to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. For leases where it is the lessor, the Company expects that accounting for lease components will be largely unchanged from existing GAAP and to elect the practical expedient to not separate non-lease components from lease components. Only incremental direct leasing costs may be capitalized under the new guidance. The Company expects to adopt this new guidance on January 1, 2019 and apply the requirements as of that date. The Company will continue to evaluate the impact of this guidance until it becomes effective, but the Company does not expect the guidance regarding capitalization of leasing costs will have any effect on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU will be effective for the Company January 1, 2020 with early adoption permitted on January 1, 2019. The Company is evaluating the potential impact of this pronouncement on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, which changed the current income tax accounting for intra-entity asset sales to be only for inventory. The Company adopted this standard effective January 1, 2018. For those companies that did not recognize the income tax impact of a sale other than inventory before the adoption date, the new ASU was applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of January 1, 2018. This resulted in a cumulative-effect adjustment to decrease retained earnings by the unamortized balance of the $18.8 million prepaid asset established in December 2016. In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. This standard is effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption was permitted, including adoption in an interim period. If an entity early adopted the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company adopted this guidance on December 31, 2017, which changed our statements of cash flows and related disclosures for all periods presented. In February 2017, the FASB issued ASU 2017-05, which clarifies the accou |
ACQUISITIONS, SALES AND JOINT V
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY | ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY On August 27, 2018, the BPR-FF JV LLC ("Future Fund") joint venture was formed with Brookfield Real Estate Partners F LP. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Apache Mall 100% 51% $ 143.0 $ (1.7 ) $ 73.5 $ 56.9 $ 10.9 $ — Augusta Mall 100% 51% 251.8 2.0 170.0 (34.1 ) 117.9 — Boise Towne Square 100% 51% 354.5 2.2 142.0 41.6 173.1 — Columbiana Centre 100% 51% 268.8 (1.7 ) 137.3 1.0 128.8 — Coronado Center 100% 51% 359.2 1.0 182.8 54.3 123.1 — Glenbrook Square 100% 51% 166.8 0.9 160.0 0.5 7.2 — Governor's Square 100% 51% 105.7 0.6 66.9 39.8 (0.4 ) — Lynnhaven Mall 100% 51% 383.7 0.9 235.0 40.9 108.7 — Market Place Shopping Center 100% 51% 153.1 2.6 113.4 20.0 22.3 — Mizner Park 50% 26% 235.2 — — 39.1 — 18.5 Northridge Fashion Center 100% 51% 584.7 1.6 221.1 79.0 286.2 — Oglethorpe Mall 100% 51% 203.1 0.8 149.8 8.5 45.6 — Park Place 100% 51% 269.6 1.2 176.8 84.6 9.4 — Pembroke Lakes Mall 100% 51% 471.1 0.9 260.0 40.1 171.9 — Riverchase Galleria 100% 51% 260.9 6.6 164.2 110.0 (6.7 ) — The Crossroads 100% 51% 108.8 3.1 92.0 15.2 4.7 — The Gallery at Harborplace 100% 51% 122.3 1.1 74.1 37.8 11.5 — The Maine Mall 100% 51% 339.7 1.8 235.0 4.8 101.7 — The Oaks Mall 100% 51% 160.2 0.8 125.1 36.0 (0.1 ) — Tucson Mall 100% 51% 260.1 1.0 246.0 25.7 (10.6 ) — Westroads Mall 100% 51% 287.4 0.9 141.3 68.8 78.2 — White Marsh Mall 100% 51% 233.5 0.7 190.0 16.1 28.1 — Woodbridge Center 100% 51% 247.6 6.7 245.1 10.7 (1.5 ) — $ 5,970.8 $ 34.0 $ 3,601.4 $ 797.3 $ 1,410.0 $ 18.5 (1) Includes working capital, closing costs and financing costs. On August 27, 2018, joint ventures were formed with the Teachers Insurance and Annuity Association of America. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Baybrook Lifestyle 53% 29% $ 297.0 $ (0.1 ) $ 140.0 $ 17.9 $ — $ 19.4 Baybrook Mall 100% 51% 693.0 (0.4 ) 240.3 74.3 378.0 — The Mall in Columbia 100% 50% 851.0 (0.5 ) 332.3 256.6 261.6 — The Shops at La Cantera 75% 38% 857.0 (0.4 ) 350.0 38.6 342.0 — $ 2,698.0 $ (1.4 ) $ 1,062.6 $ 387.4 $ 981.6 $ 19.4 (1) Includes working capital, closing costs and financing costs. On August 27, 2018, joint ventures were formed with CBRE Global Investment Partners. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Cumberland Mall 100% 51% $ 400.0 $ — $ 160.0 $ 7.7 $ 232.3 $ — Parks at Arlington 100% 51% 530.0 — 239.8 40.7 249.5 — Ridgedale Center 100% 51% 300.0 — 167.0 153.6 (20.6 ) — $ 1,230.0 $ — $ 566.8 $ 202.0 $ 461.2 $ — (1) Includes working capital, closing costs and financing costs. On August 27, 2018, joint ventures were formed with the California Public Employees' Retirement System. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Ala Moana Center 63% 50% $ 5,045.9 $ — $ 1,900.0 $ 112.3 $ — $ 280.9 Christiana Mall 50% 25% 1,036.9 3.0 550.0 (34.7 ) — 159.4 $ 6,082.8 $ 3.0 $ 2,450.0 $ 77.6 $ — $ 440.3 (1) Includes working capital, closing costs and financing costs. On August 27, 2018, a new joint venture, BPY Retail Holdings LLC, was formed with an institutional investor. As a result of this investment, the institutional investor owns a noncontrolling interest in all retail assets of the Company, as all retail assets are wholly or partially owned by the Operating Partnership. On August 3, 2018, we completed the sale of an anchor box at The Oaks Mall for a gross sales price of $5.0 million , which resulted in a loss of $13.8 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2018 . On July 13, 2018, we completed the sale of the commercial office unit at 685 Fifth Avenue for a gross sales price of $135.0 million . In conjunction with the sale, we paid down a $100.0 million loan and recognized a gain of $11.4 million in gain from changes in control of investment properties and other, net for the three and nine months ended September 30, 2018 . On January 29, 2018, we completed the sale of a 49.49% joint venture interest in the Sears Box at Oakbrook Center to our joint venture partner for a sales price of $44.7 million , which resulted in a gain of $12.7 million recognized in gain from changes in control of investment properties and other, net for the nine months ended September 30, 2018 . On September 15, 2016, joint ventures we formed with Simon Property Group and Authentic Brands Group LLC ("ABG") acquired Aeropostale, Inc. ("Aeropostale") for $80.0 million in total cash which included cash for working capital requirements of the retail business. The intellectual property and brand related assets were assigned to the Aero IpCo, LLC venture ("IPCO") and the assets and liabilities necessary to run the stores were assigned to the Aero OpCo, LLC venture ("OPCO"). In connection with the transaction, our total investment was $20.4 million of cash contributed to the ventures for an effective ownership of approximately 26% in the two joint ventures. Aeropostale is a tenant at certain properties for which we receive rental income included in minimum rents on the Consolidated Statements of Operations and Comprehensive Income. On December 29, 2017, we sold approximately 54% of our interest in IPCO to ABG for a sales price of $16.6 million , which resulted in a gain of $12.0 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income for the year ended December 31, 2017. On March 30, 2018, ABG exercised their call right to purchase the remaining 46% of our original interest in IPCO for a sales price of $13.9 million , which resulted in a gain of $10.4 million recognized in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2018 . In addition, we invested $30.5 million in ABG units on December 29, 2017. The investment is considered a cost method investment and is included in investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets. On September 19, 2017, we entered into three transactions with affiliates of Thor Equities (“Thor”) related to three separate joint ventures with Thor. First, we acquired 49.9% of its partner's interest in 218 West 57th Street based on a gross property valuation of $104.0 million . After the acquisition, we owned a 99.9% interest in 218 West 57th Street, while Thor retained a 0.1% interest. A portion of the net proceeds from the acquisition were used by Thor to pay off their $12.3 million note receivable to the Company related to the property. Of the remaining net proceeds, $9.75 million was used to pay down a portion of their note receivable for 530 Fifth Avenue and $3.36 million was used to pay down a portion of their note receivable to the Company for 685 Fifth Avenue. Second, we recapitalized the 530 Fifth Avenue joint venture based on a gross property valuation of $334 million , whereby (i) Thor’s common interest having a value of $48.1 million was converted to a preferred equity interest with a 7.0% cumulative return in 530 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) we owned a 90.23% common equity interest in 530 Fifth Avenue, while Thor retained a 9.77% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to the Company under Thor’s note receivable for 530 Fifth Avenue. Finally, we agreed to recapitalize the 685 Fifth Avenue joint venture based on a gross property valuation of $652.6 million , whereby upon closing (i) Thor’s common interest having a value of $150 million was converted to a preferred equity interest with a 7.0% cumulative return in 685 Fifth Avenue, which serves as collateral for Thor's still-outstanding note receivable, and (ii) we own a 97.03% common equity interest in 685 Fifth Avenue, while Thor retains a 2.97% common equity interest. The preferred return payable to Thor must first go toward interest and principal due to the Company under Thor’s note receivable for 685 Fifth Avenue. The recapitalization was effective on December 31, 2017. We had previously accounted for our interest in these three joint ventures using the equity method of accounting ( Note 2 ). As a result of the transactions described above, we account for our interest in these three joint ventures using the consolidation method of accounting with our joint venture partner's share of equity included in noncontrolling interest ( Note 2 ). In addition, the $51.8 million and $111.1 million notes receivable due from our joint venture partner at 530 Fifth Avenue and 685 Fifth Avenue, respectively, are presented on the balance sheet in noncontrolling interests in consolidated real estate affiliates. The notes receivable and our joint venture partners' share of equity effectively net within the noncontrolling interest. The table below summarizes the gain from changes in control calculation ($ in millions): Gain from changes in control for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue Net implied fair value of previous investment and consideration $ 250.0 Less: proportionate share of previous investments 198.1 Gain from changes in control of investment properties and other, net $ 51.9 The following table summarizes the allocation of the purchase price to the net assets acquired at the date of acquisition. These allocations were based on the relative fair values of the assets acquired and liabilities assumed ($ in millions): Allocation of Thor Equities Purchase Price 218 W. 57th Street 530 Fifth Avenue 685 Fifth Avenue Investment in real estate, including intangible assets and liabilities $ 104.0 $ 334.0 $ 652.6 Fair value of debt (1) (53.0 ) (221.0 ) (340.0 ) Net working capital (2) 0.1 14.3 1.7 Net assets acquired $ 51.1 $ 127.3 $ 314.3 (1) 530 Fifth Avenue includes $31.0 million of an intercompany loan between 530 Fifth Avenue and the Company. 218 W. 57th Street includes $53.0 million of an intercompany loan between 218 W. 57th Street and the Company. Both loans eliminate in consolidation. (2) 530 Fifth Avenue includes a $9.4 million escrow. On July 12, 2017, we closed on the acquisition of the remaining 50% interest in eight of the 12 anchor boxes included in the existing GS Portfolio Holdings LLC ("GSPH") joint venture with Seritage Growth Properties ("Seritage") for $190.1 million based on a total valuation of $380.2 million . We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting ( Note 2 ), but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Of the total purchase price, $126.4 million was settled upon closing and Seritage retained certain special rights (governed by a Special Rights Agreement), which are callable by the Company for $63.7 million . Simultaneously, the four remaining anchor boxes in GSPH were distributed to a newly formed joint venture, GS Portfolio Holdings II, LLC ("GSPHII"), between the Company and Seritage in which the ownership interest remains at 50% for both joint venture partners. We account for GSPHII using the equity method of accounting ( Note 2 ). In addition, BPROP provided a loan to GSPHII for $127.4 million . This loan is collateralized by GSPHII's interest in the properties ( Note 12 ). Finally, we acquired a 50% interest in five anchor boxes through a newly formed joint venture, GS Portfolio Holdings 2017 ("GSPH2017"), for $57.5 million . We account for this joint venture using the equity method of accounting ( Note 2 ). The table below summarizes the gain from changes in control calculation ($ in millions): Gain from a Change of Control in GSPH Consideration paid to acquire our joint venture partner's interest $ 190.1 Less: proportionate share of previous investment 147.2 Gain from changes in control of investment properties and other, net $ 42.9 On June 30, 2017, we conveyed Lakeside Mall to the lender in full satisfaction of $144.5 million in outstanding debt. This transaction resulted in a $55.1 million gain on extinguishment of debt for the three and nine months ended September 30, 2017 . On June 9, 2017, we closed on the acquisition of our joint venture partner's 50% interest in Neshaminy Mall located in Bensalem, Pennsylvania for a gross purchase price of $65.0 million . Post-acquisition, we own 100% of the mall. Prior to the acquisition of the remaining interest, the carrying value for our investment was $55.2 million . As a result of this acquisition, the implied fair value of our previous investment in Neshaminy Mall is $33.7 million , resulting in a loss of $21.5 million , recognized in loss from changes in control of investment properties and other for the three and nine months ended September 30, 2017 . On May 12, 2017, we closed on the sale of Red Cliffs Mall in St. George, Utah for $39.1 million . The transaction netted proceeds of approximately $36.3 million and resulted in a gain on sale of $5.6 million recognized in gain from changes in control of investment properties and other for the three and nine months ended September 30, 2017 . |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Nonrecurring Fair Value Measurements We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy. The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded during the nine months ended September 30, 2018 . No impairment charges were recognized during the nine months ended September 30, 2017 . Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Provisions for Impairment Three Months Ended September 30, 2018 Investments in real estate (1) $ 62,490 $ — $ — $ 62,490 $ 7,487 Nine Months Ended September 30, 2018 Investments in real estate (1) $ 62,490 $ — $ — $ 62,490 $ 45,866 _______________________________________________________________________________ (1) Refer to Note 2 for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates. Unobservable Quantitative Input Rate Discount rates 9.75% to 11.00% Terminal capitalization rates 9.50% to 10.25% Disclosure of Fair Value of Financial Instruments The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management's estimates of fair value are presented below for our debt as of September 30, 2018 and December 31, 2017 . September 30, 2018 December 31, 2017 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 6,448,841 $ 6,390,026 $ 10,420,252 $ 10,467,262 Variable-rate debt 6,563,890 6,661,291 2,412,207 2,415,457 $ 13,012,731 $ 13,051,317 $ 12,832,459 $ 12,882,719 (1) Includes net market rate adjustments of $8.2 million and deferred financing costs of $131.4 million , net. (2) Includes net market rate adjustments of $23.5 million and deferred financing costs of $30.3 million , net. The fair value of our junior subordinated notes approximates their carrying amount as of September 30, 2018 and December 31, 2017 . We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current LIBOR , U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. |
UNCONSOLIDATED REAL ESTATE AFFI
UNCONSOLIDATED REAL ESTATE AFFILIATES | 9 Months Ended |
Sep. 30, 2018 | |
UNCONSOLIDATED REAL ESTATE AFFILIATES | |
UNCONSOLIDATED REAL ESTATE AFFILIATES | UNCONSOLIDATED REAL ESTATE AFFILIATES Following is summarized financial information for all of our real estate related Unconsolidated Real Estate Affiliates accounted for using the equity method and a reconciliation to our total investment in Unconsolidated Real Estate Affiliates. The reconciliation to our total investment in Unconsolidated Real Estate Affiliates is inclusive of investments accounted for using the cost method ( Note 2 ). September 30, 2018 December 31, 2017 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1) Assets: Land $ 3,555,900 $ 2,908,181 Buildings and equipment 22,824,411 14,014,665 Less accumulated depreciation (4,142,134 ) (3,794,792 ) Construction in progress 518,835 545,305 Net property and equipment 22,757,012 13,673,359 Investment in unconsolidated joint ventures 572,884 613,136 Net investment in real estate 23,329,896 14,286,495 Cash and cash equivalents 515,015 438,664 Accounts receivable, net 361,217 386,634 Notes receivable 21,149 15,058 Deferred expenses, net 514,482 339,327 Prepaid expenses and other assets 708,096 381,980 Total assets $ 25,449,855 $ 15,848,158 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 15,998,163 $ 10,504,799 Accounts payable, accrued expenses and other liabilities 1,099,667 1,115,549 Cumulative effect of foreign currency translation ("CFCT") (23,551 ) (38,013 ) Owners' equity, excluding CFCT 8,375,576 4,265,823 Total liabilities and owners' equity $ 25,449,855 $ 15,848,158 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 8,352,025 $ 4,227,810 Less: joint venture partners' equity (4,673,246 ) (2,413,822 ) Plus: excess investment/basis differences 1,353,185 1,547,462 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 5,031,964 3,361,450 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 30,483 30,483 Elimination of consolidated real estate investment interest through joint venture — (52,305 ) Retail investment, net 10,965 16,091 Investment in Unconsolidated Real Estate Affiliates, net $ 5,073,412 $ 3,355,719 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 5,197,113 $ 3,377,112 Liability - Investment in Unconsolidated Real Estate Affiliates (123,701 ) (21,393 ) Investment in Unconsolidated Real Estate Affiliates, net $ 5,073,412 $ 3,355,719 (1) The Condensed Combined Statements of Balance Sheets - Unconsolidated Real Estate Affiliates include the joint ventures formed in conjunction with the BPY Transaction subsequent to August 27, 2018 ( Note 3 ). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 352,597 $ 295,294 $ 947,172 $ 880,767 Tenant recoveries 146,992 124,927 388,742 366,869 Overage rents 8,160 7,110 19,789 17,302 Condominium sales 28,401 97,573 77,674 277,962 Other 16,278 12,894 47,280 38,736 Total revenues 552,428 537,798 1,480,657 1,581,636 Expenses: Real estate taxes 47,160 39,731 121,516 107,195 Property maintenance costs 10,047 9,437 22,655 30,501 Marketing 4,379 4,771 13,296 13,249 Other property operating costs 71,226 60,147 184,218 170,076 Condominium cost of sales 20,701 71,336 56,625 202,860 Provision for doubtful accounts 3,882 473 7,802 4,495 Property management and other costs (2) 25,821 23,102 71,681 61,472 General and administrative 566 292 2,232 1,355 Depreciation and amortization 174,295 128,800 458,617 378,531 Total expenses 358,077 338,089 938,642 969,734 Operating income 194,351 199,709 542,015 611,902 Interest income 1,763 2,987 5,187 8,530 Interest expense (149,139 ) (123,014 ) (369,786 ) (348,195 ) Provision for income taxes (320 ) (364 ) (722 ) (911 ) Equity in gain (loss) of unconsolidated joint ventures 555 (4,715 ) (17,116 ) (15,426 ) Income from continuing operations 47,210 74,603 159,578 255,900 Allocation to noncontrolling interests (17 ) (25 ) (54 ) (69 ) Net income attributable to the ventures $ 47,193 $ 74,578 $ 159,524 $ 255,831 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 47,193 $ 74,578 $ 159,524 $ 255,831 Joint venture partners' share of income (16,287 ) (30,050 ) (64,528 ) (116,372 ) Elimination of loss (gain) from consolidated real estate investment with interest owned through joint venture 53 (77 ) 679 1,363 Gain (loss) on retail investment 10,526 5,933 3,427 (4,853 ) Amortization of capital or basis differences (21,149 ) (14,447 ) (39,896 ) (36,085 ) Equity in income of Unconsolidated Real Estate Affiliates $ 20,336 $ 35,937 $ 59,206 $ 99,884 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Miami Design District subsequent to June 1, 2017 and income from the joint ventures formed in conjunction with the BPY Transaction subsequent to August 27, 2018 ( Note 3 ). (2) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI. The Unconsolidated Real Estate Affiliates represent our investments in real estate joint ventures that are not consolidated. We hold interests in 27 domestic joint ventures, comprising 66 U.S. retail properties and one joint venture in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the properties owned by these joint ventures. We account for investments in joint ventures where we own a non-controlling joint interest using either the equity method or the cost method. If we have significant influence but not control over the investment, we utilize the equity method. If we have neither control nor significant influence, we utilize the cost method. If we control the joint venture, we account for the venture as a consolidated investment. On June 1, 2017, we received an additional 7.3% of our joint venture partner's membership interests in Miami Design District in full satisfaction of two promissory notes for $57.6 million and $40.4 million , respectively, resulting in a total ownership of 22.3% . We determined that we had significant influence over the investment subsequent to the acquisition of the additional interest, and therefore we changed our method of accounting for this joint venture from the cost method to the equity method ( Note 2 ). On July 12, 2017, we closed on the acquisition of the remaining 50% interest in eight anchor boxes included in the GSPH joint venture with Seritage. We had previously owned a 50% interest in the joint venture and accounted for the joint venture using the equity method of accounting, but as a result of the transaction we now account for this joint venture using the consolidation method of accounting. Simultaneously, we distributed the four remaining anchor boxes in GSPH to a newly formed joint venture, GSPHII, between the Company and Seritage in which the ownership interest remains at 50% for both joint venture partners, and we continue to account for this joint venture using the equity method of accounting. Finally, we acquired a 50% interest in five anchor boxes through a newly formed joint venture, GSPH2017, which we account for using the equity method of accounting. On September 19, 2017, we entered into three transactions with affiliates of Thor related to joint ventures between the Company and Thor at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue. As a result of these transactions, we changed our method of accounting for these three joint ventures from the equity method of accounting. We now consolidate the joint ventures with our joint venture partner's share of equity included in noncontrolling interest. Condominium Sales and Condominium Cost of Sales On March 7, 2014, we formed a joint venture, AMX Partners, LLC, with Kahikolu Partners, LLC, for the purpose of constructing a luxury residential condominium tower (the Park Lane condominium project) on a site located within the Ala Moana Shopping Center. Under the previous revenue recognition guidance, the percentage of completion method was used to account for the sales revenue of the Park Lane condominium project. Upon adoption of the new revenue recognition standard ( Note 2 ), risks and rewards of ownership and control over the condominium unit transfers upon the closing of the sale to the customer, and as such, the joint venture will recognize revenue for the condominium unit upon closing. Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $7.5 billion as of September 30, 2018 and $5.1 billion as of December 31, 2017 , including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates ("Retained Debt"). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had Retained Debt of $83.7 million at one property as of September 30, 2018 , and $85.2 million as of December 31, 2017 . We are obligated to contribute funds on an ongoing basis, as needed, to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our interest in or our distributions from such Unconsolidated Real Estate Affiliates could be reduced to the extent of such deficiencies. As of September 30, 2018 , we do not anticipate an inability to perform on our obligations with respect to Retained Debt. |
MORTGAGES, NOTES AND LOANS PAYA
MORTGAGES, NOTES AND LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
MORTGAGES, NOTES AND LOANS PAYABLE | MORTGAGES, NOTES AND LOANS PAYABLE Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: September 30, 2018 (1) Weighted-Average Interest Rate (2) December 31, 2017 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 6,448,841 4.40 % $ 10,420,252 4.41 % Total fixed-rate debt 6,448,841 4.40 % 10,420,252 4.41 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,606,123 3.97 % 2,418,628 3.39 % Unsecured corporate debt (5) 4,957,767 4.56 % (6,421 ) — Total variable-rate debt 6,563,890 4.42 % 2,412,207 3.39 % Total Mortgages, notes and loans payable $ 13,012,731 4.41 % $ 12,832,459 4.22 % Junior subordinated notes $ 206,200 3.79 % $ 206,200 2.83 % (1) Includes $8.2 million of market rate adjustments and $131.4 million of deferred financing costs, net. (2) Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs. (3) Includes $23.5 million of market rate adjustments and $30.3 million of deferred financing costs, net. (4) $1.4 billion of the variable-rate balance is cross-collateralized. (5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs. Collateralized Mortgages, Notes and Loans Payable As of September 30, 2018 , $12.8 billion of land, buildings and equipment (before accumulated depreciation) and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.4 billion of debt, are cross-collateralized. Although a majority of the $8.1 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $689.6 million of such mortgages, notes and loans payable are recourse to the Company as guarantees on secured financings. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by BPR. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. During the nine months ended September 30, 2018 , we refinanced a consolidated mortgage note at 685 Fifth Avenue. The prior $340.0 million variable-rate consolidated mortgage note matured on July 1, 2018 and had an interest rate of LIBOR plus 2.75% . In connection with the refinancing, $100.0 million remained related to the commercial office unit and a new $275.0 million fixed-rate consolidated mortgage note with a term-to-maturity of 10.0 years and an interest rate of 4.53% was obtained on the retail unit. The $100.0 million was paid down in full in conjunction with the sale of the commercial office unit on July 13, 2018. In addition, we obtained a new fixed-rate subordinate loan at The Woodlands Mall for $62.4 million with an interest rate of 4.05% and released Columbiana Centre from the $1.4 billion term loan, substituting Columbia Mall and Quail Springs Mall. During the year ended December 31, 2017 , we paid down a $73.4 million consolidated mortgage note at Four Seasons Town Centre. The prior loan had a term-to-maturity of 0.2 years and an interest rate of 5.6% . Four Seasons Town Centre subsequently replaced a property that was sold during the year ended December 31, 2017 as collateral in our $1.4 billion loan secured by cross-collateralized mortgages on 14 properties. In addition, we obtained a new consolidated mortgage note at Mall of Louisiana for $325.0 million with an interest rate of 3.98% . Finally, as a result of the three transactions at 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue, we now consolidate a total of $450.0 million consolidated mortgage notes with interest rates of LIBOR plus 2.75% and LIBOR plus 3.25% . Finally, we refinanced a $190.0 million consolidated mortgage note with a $110.0 million consolidated mortgage note at 530 Fifth Avenue. Both notes had an interest rate of LIBOR plus 3.25% . We manage our exposure to interest rate fluctuations related to this debt using interest rate cap agreements. However, our efforts to manage risks associated with interest rate volatility may not be successful. Our $1.4 billion loan is secured by cross-collateralized mortgages on 15 properties. The interest rate is LIBOR plus 1.75% and the recourse is 50% . The loan matures on April 25, 2019, with two one year extension options. Corporate and Other Unsecured Loans We have certain unsecured debt obligations, the terms of which are described below: September 30, 2018 (1) Weighted-Average Interest Rate December 31, 2017 (2) Weighted-Average Interest Rate Unsecured debt: Unsecured corporate debt $ 5,057,500 4.56 % $ — — Total unsecured debt $ 5,057,500 4.56 % $ — — (1) Excludes deferred financing costs of $99.7 million in 2018 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $6.4 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. The Company entered into a new credit agreement (the “Agreement”) dated as of August 24, 2018 consisting of a revolving credit facility (the “Facility”), Term A-1 and A-2 loans, and a Term B loan. The Facility provides for revolving loans of up to $1.5 billion and borrowings bear interest at a rate equal to LIBOR plus 225 basis points. The Facility is scheduled to mature in August 2022 and had outstanding borrowings of $347.0 million as of September 30, 2018. The Term A-1 Loan has a total commitment of $900.0 million , with $700.0 million attributable to BPR and $200.0 million attributable to an affiliate, and is scheduled to mature in August 2021 bearing interest at a rate equal to LIBOR plus 225 basis points. The Term A-2 Loan has a total commitment of $2.0 billion and is scheduled to mature in August 2023 bearing interest at a rate equal to LIBOR plus 225 basis points. The Term B Loan has a total commitment of $2.0 billion and is scheduled to mature in August 2025 bearing interest at a rate equal to LIBOR plus 250 basis points. The Term A-1, A-2, and B Loans are contractually obligated to be prepaid through net proceeds from property level refinances and asset sales as outlined in the Agreement. The Agreement contains certain restrictive covenants which limit material changes in the nature of our business conducted, including, but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio and fixed charge coverage ratio. As of September 30, 2018, we are not aware of any instances of non-compliance with such covenants. Junior Subordinated Notes GGP Capital Trust I, a Delaware statutory trust (the "Trust"), completed a private placement of $200.0 million of trust preferred securities ("TRUPS") in 2006. The Trust also issued $6.2 million of common securities to BPROP. The Trust used the proceeds from the sale of the TRUPS and common securities to purchase $206.2 million of floating rate junior subordinated notes of BPROP due 2036. Distributions on the TRUPS are equal to LIBOR plus 1.45% . Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of junior subordinated notes. The junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. We have recorded the junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 . Letters of Credit and Surety Bonds We had outstanding letters of credit and surety bonds of $42.4 million as of September 30, 2018 and $51.3 million as of December 31, 2017 . These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of September 30, 2018 . |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable ordinary income. In addition, the Company is required to meet certain asset and income tests. As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income and capital gains. We are currently statutorily open to audit by the Internal Revenue Service for the years ended December 31, 2015 through 2017 and are statutorily open to audit by state taxing authorities for the years ended December 31, 2014 through 2017 . In conjunction with the BPY Transaction, certain of BPR’s subsidiaries contributed in a taxable manner a portion of their interests in specific assets to a newly formed corporate subsidiary of GGSI. This taxable contribution caused an increase in the tax basis of the contributed assets to fair market value and generated a related taxable gain to the Company, which has been distributed to shareholders. The increase in tax basis in the assets created a book to tax basis temporary difference of approximately $2.6 billion and a related deferred tax asset of $571.1 million within the newly formed subsidiary of GGSI. We determined that this deferred tax asset was properly recorded through our income statement and that no valuation allowance is necessary on the deferred tax assets as of September 30, 2018 primarily due to our ability to recognize the benefit of the increased tax basis through operations or sale of properties. We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of September 30, 2018 . |
EQUITY AND REDEEMABLE NONCONTRO
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS Allocation to Noncontrolling Interests Noncontrolling interests consists of the redeemable interests related to BPROP Common, Preferred, and LTIP Units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Distributions to preferred BPROP units ("Preferred Units") $ (1,554 ) $ (874 ) $ (2,814 ) $ (3,889 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("Common Units") (30,425 ) (1,846 ) (31,803 ) (3,097 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("LTIP units") (7,835 ) (515 ) (8,159 ) (1,068 ) Net income allocated to noncontrolling interest in consolidated real estate affiliates 10,833 (257 ) 9,986 (1,103 ) Allocation to noncontrolling interests (28,981 ) (3,492 ) (32,790 ) (9,157 ) Other comprehensive (income) loss allocated to noncontrolling interests (124 ) (182 ) (39 ) 133 Comprehensive income allocated to noncontrolling interests $ (29,105 ) $ (3,674 ) $ (32,829 ) $ (9,024 ) Noncontrolling Interests The noncontrolling interest related to the Common, Preferred, and LTIP Units of BPROP are presented either as redeemable noncontrolling interests in mezzanine equity or as noncontrolling interests in our permanent equity on our Consolidated Balance Sheets. Classification as redeemable or permanent equity is considered on a tranche-by-tranche basis and is dependent on whether we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities, Those tranches for which we could be required to redeem the security for cash are included in redeemable equity. If we control the decision to redeem the securities for cash, the securities are classified as permanent equity. The redeemable Common and Preferred Units of BPROP are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net income (loss) attributable to BPR. The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. The preferred redeemable noncontrolling interests have been recorded at carrying value. Generally, each Series K Preferred Unit of BPROP entitles its holder to distributions and a liquidation preference identical to those established for each share of BPR’s Class A Stock, and each Series L Preferred Unit of BPROP entitles its holder to distributions and a liquidation preference identical to those established for each share of BPR’s Class B Stock. Each LTIP Unit of BPROP is convertible into, and, except for the level of preference, entitles its holder to regular and liquidating distributions equivalent to that of, 0.016256057 Series K Preferred Units, subject to adjustment. Holders of Series B Preferred Units, Series D Preferred Units, Series E Preferred Units and Series G Preferred Units of BPROP are each entitled to periodic distributions at the rates set forth in the Fifth Amended and Restated Agreement of Limited Partnership of BPROP. Holders of Common Units of BPROP are entitled to distributions of all or a portion of BPROP’s remaining net operating cash flow, when and as declared by BPROP’s general partner. However, the Fifth Amended and Restated Agreement of Limited Partnership of BPROP permits distributions solely to BPR if such distributions were required to allow the Company to comply with the REIT distribution requirements or to avoid the imposition of excise tax. The Series D Preferred Units of BPROP are convertible based on a conversion ratio of 1.50821 , which is the quotient of the Series D Preferred Unit’s $50 liquidation preference and $33.151875 conversion price. Upon conversion, each Series D Preferred Unit entitles its holder to (i) $21.9097 in cash, (ii) a number of Series K Preferred Units of BPROP equal to (x) 0.40682134 Series K Preferred Units (which is subject to adjustment), multiplied by (y) the Series D conversion ratio; and (iii) a number of Common Units of BPROP equal to (x) one Common Unit (which is subject to adjustment), multiplied by (y) the Series D conversion ratio. The Series E Preferred Units of BPROP are convertible based on a conversion ratio of 1.29836 , which is the quotient of the Series E Preferred Unit’s $50 liquidation preference and $38.51 conversion price. Upon conversion, each Series E Preferred Unit entitles its holder to (i) $18.8613 in cash, (ii) a number of Series K Preferred Units of BPROP equal to (x) 0.40682134 Series K Preferred Units (which is subject to adjustment), multiplied by (y) the Series E conversion ratio; and (iii) a number of Common Units of BPROP equal to (x) one Common Unit (which is subject to adjustment), multiplied by (y) the Series E conversion ratio. As of September 30, 2018, there were 532,749.6574 Series D Preferred Units of BPROP outstanding and 502,657.8128 Series E Preferred Units of BPROP outstanding. Also as of September 30, 2018, there were 9,717.658 Series B Preferred Units of BPROP outstanding. As of July 10, 2017, the Series B Preferred Unit conversion option expired, and each Series B Preferred Unit now has a fixed cash redemption value of $50 per unit. As of September 30, 2018, there were 4,176,972.006 Common Units of BPROP outstanding that had been issued upon conversion of Series B Preferred Units and 1,044,082.000 Series K Preferred Units of BPROP outstanding that were distributed with respect to such Common Units, which are both subject to certain redemption rights. The holder of each Series K Preferred Unit of BPROP issued upon conversion of Series D Preferred Units or Series E Preferred Units of BPROP has the right to redeem such Series K Preferred Unit for a cash amount equal to the average closing price of BPR’s Class A Stock for the five consecutive trading days ending on the date of the notice of redemption, provided that BPR may elect to satisfy such redemption by delivering one share of BPR’s Class A Stock. The holder of each Common Unit of BPROP issued upon conversion of Series D Preferred Units or Series E Preferred Units of BPROP has the right to redeem such Common Unit for a cash amount equal to $0.324405869 , subject to adjustment. Except as otherwise noted, the Common, Preferred, and LTIP Units of BPROP are not convertible or redeemable at the election of either the holder or BPROP. The following table reflects the activity of the common redeemable noncontrolling interests for the nine months ended September 30, 2018 , and 2017 . Balance at January 1, 2017 $ 262,727 Net income 3,097 Distributions (4,731 ) Redemption of BPROP units (651 ) Other comprehensive loss (133 ) Fair value adjustment for noncontrolling interests in Operating Partnership (34,123 ) Balance at September 30, 2017 $ 226,186 Balance at January 1, 2018 $ 248,126 Net income 31,803 Distributions (3,685 ) Adjustment of Mezzanine Equity to fair value (40,294 ) Common Unit Redemption to Common Stock (85,818 ) Other comprehensive income 39 Reclassification of Mezzanine Equity to Permanent Equity (37,840 ) Pre-Closing Dividend (60,673 ) BPR Equity Recapitalization 21,923 Balance at September 30, 2018 $ 73,581 Class A Stock Class A Stock refers to a new series of stock authorized and issued to unaffiliated GGP common stockholders as part of the BPY Transaction. Each share of Class A Stock is entitled to cumulative dividends per share in a cash amount equal in value to the amount of any distribution made on a BPY unit. Such exchange and distribution rights are subject to adjustment in the event of certain dilutive or other capital events by BPY or BPR. If and to the extent declared by the BPR board, the record and payment dates for the dividends or other distributions upon the shares of Class A Stock, to the extent not prohibited by applicable law, is expected to be the same as the record and payment dates for the dividends or other distributions upon the BPY units. All such dividends to holders of Class A Stock will be paid prior and in preference to any dividends or distributions on the Class B Stock, Class C Stock or the Common Stock and will be fully declared and paid before any dividends are declared and paid or any other distributions are made on any Class B Stock, Class C Stock or the Common Stock. The holders of Class A Stock shall not be entitled to any dividends from BPR other than the Class A dividend. Upon any liquidation, dissolution or winding up of the Company that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution or winding up of BPY, the holders of Class A Stock shall be entitled to a cash amount, for each share of Class A Stock, equal to the market price of one BPY unit (subject to adjustment in the event of certain dilutive or other capital events by BPY or BPR) on the date immediately preceding announcement of such liquidation, dissolution or winding up, plus all declared and unpaid dividends. If, upon any such liquidation, dissolution or winding up, the assets of BPR are insufficient to make such payment in full, then the assets of BPR will be distributed among the holders of Class A Stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive. If the market capitalization of the Class A Stock (i.e., if the price per share of Class A Stock, multiplied by the number of shares of Class A Stock outstanding) averages, over any period of 30 consecutive trading days, less than one (1) billion dollars, the BPR board will have the right to liquidate BPR’s assets and wind up BPR’s operations (a “Market Capitalization Liquidation Event”). Upon any Market Capitalization Liquidation Event, the holders of Class A Stock shall be entitled to a cash amount, for each share of Class A Stock, equal to the dollar volume-weighted average price of one BPY unit over the ten (10) trading days immediately following the public announcement of such Market Capitalization Liquidation Event, plus all declared and unpaid dividends. If, upon any such market capitalization liquidation event, the assets of BPR are insufficient to make such payment in full, then the assets of BPR will be distributed among the holders of Class A Stock ratably in proportion to the full amounts which they would otherwise be respectively entitled to receive. Notwithstanding the foregoing, upon any market capitalization liquidation event, BPY may elect to exchange all of the outstanding shares of the Class A Stock for BPY units on a one-for-one basis, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPR. Holders of Class A Stock shall have the right to exchange all or a portion of their Class A Stock for cash at a price equal to the value of an equivalent number of BPY units, subject to adjustment in the event of certain dilutive or other capital events by BPY or BPR. Upon receipt of a request for exchange, BPR will deliver a notice of exchange to BPY within one (1) business day and will have ten (10) business days to deliver the cash amount to the tendering holder. Upon receipt of the notice of exchange, BPY may elect to satisfy BPR’s exchange obligation by exchanging all of the shares of the Class A Stock tendered for BPY units on a one-for-one basis. This initial one-for-one conversion factor is subject to adjustment in the event of certain dilutive or other capital events by BPY or BPR. If so elected, BPY will have to satisfy such obligation within ten (10) business days from the date of the notice of exchange. If BPY exercises its right to assume the exchange obligation, units of BPY units will be delivered in exchange for the Class A Stock and such Class A Stock will automatically be converted into Class B Stock. As there are certain events outside of the Company’s control whereby it could be required to redeem the Class A Stock for cash by the holders of the securities, the Class A Stock is included in redeemable equity. Accordingly, the Class A Stock are recorded at the greater of the carrying amount or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within additional paid-in capital in the Company’s Consolidated Balance Sheets. Class B Stock The following description of Class B Stock sets forth certain general terms and provisions of Class B Stock. Each share of Class B-1 Stock shall have terms (including the same powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions) identical to the terms of a share of Class B Stock. References herein to Class B Stock shall be deemed to be a reference to Class B Stock and Class B-1 Stock, as applicable. Pursuant to the Charter Amendments and subject to the prior rights of holders of all classes, including the Class A Stock, and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Class B Stock will entitle its holder to cumulative dividends per share in a cash amount at a rate of 10% per year of the Class B liquidation amount per share, with such Class B liquidation amount per share equal to the last closing price of a share of GGP common stock on the New York Stock Exchange on the trading day immediately preceding the date the series B designations was filed with the Secretary of State of the State of Delaware. Dividends on the Class B Stock may also be paid by an in-kind distribution of additional shares of Class B Stock or any other class of shares of capital stock of BPR ranking junior to the Class A Stock. Dividends on the Class B Stock shall be cumulative and shall be payable quarterly in arrears, provided however that the first payment date (when, as and if declared by the BPR board) with respect to dividends on the Class B Stock shall not be before January 15, 2019. Holders of the Class B Stock will not be entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPR has paid the aggregate dividends owed to the holders of Class A Stock and (b) the dividend coverage ratio (as defined below) is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange or (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor. The dividend coverage ratio is referred to as a ratio of (i) BPR’s funds from operations, as calculated in accordance with the definition of funds from operations used by Nareit, for the immediately preceding fiscal quarter, to (ii) the product of (a) the amount of the most recent regular quarterly distribution declared by BPY on each BPY unit, times (b) the number of shares of Class A Stock outstanding at such time. Class C Stock Class C Stock refers to the new series of stock authorized by the Charter Amendments. Pursuant to the amended charter and subject to the prior rights of holders of all classes, including the holders of Class A Stock and Class B Stock, and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Class C Stock will entitle its holder to dividends when, as and if declared by the BPR board out of any assets of BPR legally available therefore. The record and payment date for dividends on shares of Class C Stock shall be such date that the BPR board shall designate. Notwithstanding the foregoing, holders of the Class C Stock will not be entitled to receive dividends, redemptions or other distributions: (i) unless and until (a) BPR has paid the aggregate dividends owed to the holders of Class A Stock and (b) the dividend coverage ratio is equal to or greater than 1.25:1, (ii) if any tendering holder of Class A Stock has not received the cash or BPY units due upon exchange, (iii) if holders of Class A Stock are owed cash in the event of an adjustment to the conversion factor or (iv) unless and until the full cumulative dividends on the Class B Stock for all past dividend periods and any current dividend periods have been (or contemporaneously are) (a) declared or paid in cash or (b) declared and a sum sufficient for the payment thereof in cash is set apart for such payment. Class A Stock Dividend Our Board of Directors declared Class A Stock dividends during 2018 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 November 1 November 30, 2018 December 31, 2018 $ 0.315 August 28 August 31, 2018 September 28, 2018 0.315 Common Stock Dividend Our Board of Directors declared common stock dividends during 2018 and 2017 as follows: Declaration Date (1) Record Date Payment Date Dividend Per Share 2018 May 3 July 13, 2018 July 31, 2018 $ 0.22 February 7 April 13, 2018 April 30, 2018 0.22 2017 October 31 December 15, 2017 January 5, 2018 $ 0.22 August 2 October 13, 2017 October 31, 2017 0.22 May 1 July 13, 2017 July 28, 2017 0.22 January 30 April 13, 2017 April 28, 2017 0.22 (1) Excludes the Pre-Closing Dividend ( Note 1 ). Our Dividend Reinvestment Plan ("DRIP") provided eligible holders of GGP's common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares. Pursuant to the DRIP, eligible stockholders who enrolled in the DRIP on or before the four th business day preceding the record date for a dividend payment were able to have that dividend reinvested. As a result of the DRIP elections, 0 shares were issued during the nine months ended September 30, 2018 and 34,625 shares were issued during the nine months ended September 30, 2017 . The Company terminated the registration statement relating to our DRIP (File No. 333-172795) with the filing of a post-effective amendment on August 28, 2018. Preferred Stock On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the "Pre-Merger Preferred Stock") at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. In connection with the BPY Transaction, each share of Pre-Merger Preferred Stock was converted into one share of 6.375% Series A cumulative redeemable preferred stock of BPR (the "Series A Preferred Stock"). The Series A Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375% . The dividend is paid in arrears in preference to dividends on our Class A Stock, and reduces net income available to common stockholders, and therefore, earnings per share. The Series A Preferred Stock does not have a stated maturity date but we may redeem the Series A Preferred Stock for $25.00 per share plus all accrued and unpaid dividends. Upon certain circumstances surrounding a change of control, holders of Series A Preferred Stock may elect to convert each share of their Series A Preferred Stock into a number of shares of Class A Stock or Class B Stock, at the option of the holder, equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 shares of Class A Stock or Class C Stock (subject to certain adjustments related to splits, subdivisions, or combinations). The BPY Transaction did not meet the definition of a change in control per the certificate of designation governing the Series A Preferred Stock. Our Board of Directors declared preferred stock dividends during 2018 and 2017 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 November 1 December 14, 2018 January 1, 2019 $ 0.3984 July 31 September 17, 2018 October 1, 2018 0.3984 May 3 June 15, 2018 July 2, 2018 0.3984 February 7 March 15, 2018 April 2, 2018 0.3984 2017 October 31 December 15, 2017 January 2, 2018 $ 0.3984 August 2 September 15, 2017 October 2, 2017 0.3984 May 1 June 15, 2017 July 3, 2017 0.3984 January 30 March 15, 2017 April 3, 2017 0.3984 Accumulated Other Comprehensive Loss The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended September 30, 2018 , and 2017 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Total Balance at July 1, 2017 $ (71,708 ) $ 115 $ (71,593 ) Other comprehensive income (loss) 3,884 9 3,893 Balance at September 30, 2017 $ (67,824 ) $ 124 $ (67,700 ) Balance at July 1, 2018 $ (82,353 ) $ 124 $ (82,229 ) Other comprehensive income (loss) (2,471 ) 8 (2,463 ) Balance at September 30, 2018 $ (84,824 ) $ 132 $ (84,692 ) The following table reflects the activity of the components of accumulated other comprehensive loss for the nine months ended September 30, 2018 , and 2017 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Total Balance at January 1, 2017 $ (70,560 ) $ 104 $ (70,456 ) Other comprehensive income (loss) 2,736 20 2,756 Balance at September 30, 2017 $ (67,824 ) $ 124 $ (67,700 ) Balance at January 1, 2018 $ (72,022 ) $ 116 $ (71,906 ) Other comprehensive income (loss) (12,802 ) 16 (12,786 ) Balance at September 30, 2018 $ (84,824 ) $ 132 $ (84,692 ) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Class A Stock (August 28, 2018 through September 30, 2018) Income available to Class A stockholders is limited to distributed income or dividends declared. Additionally, for purposes of allocating earnings to Class A Stock, the portion of the change in the carrying amount of Class A Stock that reflects a redemption in excess of fair value is considered a dividend to the Class A stockholders. As the Class A Stock redemption value approximates its fair value, basic and diluted earnings per share ("EPS") for Class A Stock is equivalent to the dividends declared for the period August 28, 2018 through September 30, 2018. Class A shares outstanding were 162,323,967 and 147,477,653 as of August 28, 2018 and September 30, 2018, respectively. EPS is not presented for Class B Stock and Class C Stock as neither class of stock is publicly traded. Common Stock Basic EPS for common stock is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS for common stock is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the warrants and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), are computed using the "treasury" method. The dilutive effect of the Preferred Units is computed using the "if-converted" method. Information related to our EPS calculations is summarized as follows: July 1, 2018 through August 27, 2018 January 1, 2018 through August 27, 2018 Numerators - Basic: Net income $ 3,698,966 $ 3,860,424 Preferred Stock dividends (3,984 ) (11,952 ) Allocation to noncontrolling interests (39,240 ) (43,049 ) Net income attributable to common stockholders $ 3,655,742 $ 3,805,423 Numerators - Diluted: Distributions to Preferred Units 450 1,711 Net income attributable to common stockholders 3,656,192 3,807,134 Denominators: Weighted-average number of common shares outstanding - basic 777,208 914,066 Effect of dilutive securities 3,822 3,831 Weighted-average number of common shares outstanding - diluted 781,030 917,897 Anti-dilutive Securities: Effect of Common Units 5,438 7,662 Effect of LTIP Units 1,721 1,748 Weighted-average number of anti-dilutive securities 7,159 9,410 Three Months Ended September 30, Nine Months Ended September 30, 2017 2017 Numerators - Basic and Diluted: Net income $ 226,272 $ 464,960 Preferred Stock dividends (3,984 ) (11,952 ) Allocation to noncontrolling interests (3,492 ) (9,157 ) Net income attributable to common stockholders $ 218,796 $ 443,851 Denominators: Weighted-average number of common shares outstanding - basic 878,663 881,786 Effect of dilutive securities 61,521 63,207 Weighted-average number of common shares outstanding - diluted 940,184 944,993 Anti-dilutive Securities: Effect of Preferred Units 1,514 1,514 Effect of Common Units 8,374 5,991 Effect of LTIP Units 1,805 1,852 Weighted-average number of anti-dilutive securities 11,693 9,357 For the period July 1, 2018 through August 27, 2018 and the period January 1, 2018 through August 27, 2018, dilutive options and dilutive shares related to the Preferred Units are included in the denominator of dilutive EPS. Distributions to Preferred Units are included in the numerator of dilutive EPS. For the three and nine months ended September 30, 2017, dilutive options and dilutive shares related to the warrants are included in the denominator of diluted EPS. Outstanding Common Units and LTIP Units have been excluded from the diluted earnings per share calculation because including such units would also require that the share of BPROP income attributable to such units be added back to net income therefore resulting in no effect on EPS. For the three and nine months ended September 30, 2017, outstanding Preferred Units have been excluded from the diluted EPS calculation for all periods presented because including the Preferred Units would also require that the Preferred Units dividend be added back to the net income, resulting in anti-dilution. During the year ended December 31, 2017, BAM, Abu Dhabi Investment Authority and Future Fund Board of Guardians exercised warrants for 83,866,187 shares of common stock using both full and net share settlement. BPY owned 55,969,390 shares of treasury stock of GGP as of September 30, 2017 . These shares are presented as common stock in treasury, at cost, on our Consolidated Balance Sheets. Additionally, GGPN holds 27,459,195 shares of stock as a result of warrants purchased during the year ended December 31, 2013. These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS The GGP Inc. 2010 Equity Plan (the "Equity Plan") renamed as the Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan on August 28, 2018 in connection with the BPY Transaction, reserves for the issuance of 4% of outstanding Class A Stock on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the "Awards"). The Company's directors, officers and other employees and those of its subsidiaries and affiliates are eligible for the Awards. The Equity Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. No participant may be granted more than 4,000,000 shares, or the equivalent dollar value of such shares, in any year. Options granted under the Equity Plan will be designated as either nonqualified stock options or incentive stock options. An option granted as an incentive stock option will, to the extent it fails to qualify as an incentive stock option, be treated as a nonqualified option. The exercise price of an option may not be less than the fair value of a share of BPR's Class A Stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed 10 years . On November 12, 2013, the Equity Plan was amended to allow for the grant of LTIP Units to certain officers, directors, and employees of the Company as an alternative to stock options or restricted stock. LTIP Units are classes of partnership interests that under certain conditions, including vesting, are convertible by the holder into units of BPROP Series K preferred stock of the Operating Partnership, which are redeemable by the holder for Class A shares on a one-to-one ratio (subject to adjustment for changes to the Company's capital structure) or for the cash value of such shares at the option of the Company. On February 17, 2016, the Equity Plan was amended to allow for the grant of restricted stock or LTIP Units to certain of its officers, directors, and employees that vest based on the achievement of certain established metrics that are based on the performance of the Company. On January 1, 2017, the Company adopted ASU 2016-09, Compensation - Stock Compensation. This new guidance allowed us to make the election to account for share-based payment forfeitures when they occur versus estimating a forfeiture rate. This resulted in a cumulative effect of accounting change adjustment of $3.0 million to additional paid-in capital, noncontrolling interests related to LTIP Units and accumulated distributions in excess of earnings as of January 1, 2017. In connection with the BPY Transaction, the Company's Equity Plan was amended and certain outstanding awards were modified. All outstanding GGP Inc. in and out of the money options were canceled and replaced with Class A Stock of BPR and BPY options, respectively. Certain existing appreciation only LTIP awards were canceled and replaced with substitute awards of a BPY affiliate. Outstanding restricted GGP Inc. shares were replaced with restricted shares of Class A Stock. As the awards were modified in conjunction with an equity restructuring, they were accounted for as modifications. Incremental compensation cost was measured as the excess of the fair value of the replacement awards over the fair value of the original awards immediately before the terms were modified. Total compensation cost measured at the date of modification was the grant-date fair value of the original awards for which the requisite service is expected to be rendered (or has already been rendered) plus the incremental cost associated with the replacement awards. For vested awards, incremental compensation cost was recognized on the modification date. For unvested awards, incremental compensation cost is being recognized over the remaining service period. Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2018 , and 2017 is summarized in the following table in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2018 (1) 2017 2018 (1) 2017 Stock options - Property management and other costs $ 41 $ 811 $ 188 $ 2,766 Stock options - General and administrative 38 1,814 112 6,449 Restricted stock - Property management and other costs 5,952 1,366 9,056 4,424 Restricted stock - General and administrative 10,231 540 12,125 2,368 LTIP Units - Property management and other costs 552 397 1,187 1,189 LTIP Units - General and administrative 13,176 3,389 21,138 14,330 Total $ 29,990 $ 8,317 $ 43,806 $ 31,526 (1) In connection with the BPY Transaction, outstanding equity awards were modified resulting in an acceleration of expense of $21.5 million . The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for the nine months ended September 30, 2018 and 2017 : 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 14,427,103 $ 17.84 15,277,189 $ 17.90 Granted (1) 1,068,818 19.70 — — Exercised (338,715 ) 16.55 (443,221 ) 18.05 Forfeited (1,082 ) 28.86 (148,040 ) 22.31 Expired (55,917 ) 23.27 (4,107 ) 28.86 Conversion effect (1) (14,081,389 ) 17.85 — — Stock options Outstanding at September 30, 1,018,818 $ 19.76 14,681,821 $ 17.85 (1) In connection with the BPY Transaction, outstanding GGP Inc. in and out of the money options were canceled and replaced with Class A Stock of BPR and BPY options, respectively. The BPY options remain outstanding as of September 30, 2018 as they are held by BPR employees. 2018 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 4,747,664 $ 26.98 4,345,912 $ 27.27 Granted (1) 1,387,289 22.51 553,526 25.38 Exercised (73,660 ) 28.95 (92,880 ) 29.15 Forfeited (1,014,366 ) 25.83 (58,894 ) 26.77 Expired — — — — Canceled (1) (1,204,203 ) 25.93 — — LTIP Units Outstanding at September 30, 3,842,724 $ 25.96 4,747,664 $ 27.02 (1) In connection with the BPY Transaction, certain existing LTIP awards were canceled and replaced with substitute awards of a BPY affiliate. The substitute LTIP awards remain outstanding as of September 30, 2018 as they are held by BPR employees. 2018 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Restricted stock Outstanding at January 1, 1,089,364 $ 25.29 476,686 $ 27.11 Granted 1,074,137 21.52 808,448 25.30 Vested (394,995 ) 23.69 (170,137 ) 26.78 Canceled (123,232 ) 24.42 (100,357 ) 26.02 Conversion effect (1) (635,698 ) 24.52 — — Restricted stock Outstanding at September 30, 1,009,576 $ 22.49 1,014,640 $ 25.83 (1) In connection with the BPY Transaction, outstanding restricted GGP Inc. shares were replaced with restricted shares of Class A Stock. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. September 30, 2018 December 31, 2017 Trade receivables $ 87,659 $ 109,968 Short-term tenant receivables 4,333 4,776 Straight-line rent receivable 144,137 233,630 Other accounts receivable 3,588 5,165 Total accounts receivable 239,717 353,539 Provision for doubtful accounts (18,182 ) (19,458 ) Total accounts receivable, net $ 221,535 $ 334,081 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. September 30, 2018 December 31, 2017 Notes receivable $ 323,417 $ 404,129 Accrued interest 12,526 13,429 Total notes receivable $ 335,943 $ 417,558 On July 12, 2017, we entered into a promissory note with our joint venture GSPHII, in which we lent GSPHII $127.4 million that bears interest at 6.3% from January 1, 2018 until the note matures on December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GSPHII's interest in four anchor boxes. On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of Ashkenazy Holding Co., LLC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note was collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box and was paid down as of September 30, 2018 in conjunction with the BPY Transaction. Notes receivable includes $204.3 million of notes receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York. The first note was issued for $104.3 million to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 8.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of September 30, 2018 , there was $177.5 million outstanding on the first note. The $80.0 million outstanding on the second note was paid down in full during the second quarter of 2018. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. September 30, 2018 December 31, 2017 Trade receivables $ 87,659 $ 109,968 Short-term tenant receivables 4,333 4,776 Straight-line rent receivable 144,137 233,630 Other accounts receivable 3,588 5,165 Total accounts receivable 239,717 353,539 Provision for doubtful accounts (18,182 ) (19,458 ) Total accounts receivable, net $ 221,535 $ 334,081 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. September 30, 2018 December 31, 2017 Notes receivable $ 323,417 $ 404,129 Accrued interest 12,526 13,429 Total notes receivable $ 335,943 $ 417,558 On July 12, 2017, we entered into a promissory note with our joint venture GSPHII, in which we lent GSPHII $127.4 million that bears interest at 6.3% from January 1, 2018 until the note matures on December 31, 2018. Interest payments occur a month in arrears, commencing on the first day of the second calendar month with a final payment on the maturity date. The note is collateralized by GSPHII's interest in four anchor boxes. On May 23, 2017, we entered into a promissory note with our joint venture partner, Bayside Equities, LLC ("Bayside Equities"), a subsidiary of Ashkenazy Holding Co., LLC, in which we lent Bayside Equities $19.1 million that bears interest at 12.2% per annum. The note was collateralized by Bayside Equities' economic interest in Riverchase Galleria and the Tysons Galleria anchor box and was paid down as of September 30, 2018 in conjunction with the BPY Transaction. Notes receivable includes $204.3 million of notes receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York, New York. The first note was issued for $104.3 million to our joint venture partner in the retail portion and bears interest at 8.0% compounded annually and matures on February 12, 2025. The second note was issued for $100.0 million to the joint venture partner acquiring the office portion of the property and bears interest at 8.0% subject to terms and conditions in the loan agreement and matures on April 17, 2025. As of September 30, 2018 , there was $177.5 million outstanding on the first note. The $80.0 million outstanding on the second note was paid down in full during the second quarter of 2018. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | PREPAID EXPENSES AND OTHER ASSETS The following table summarizes the significant components of prepaid expenses and other assets. September 30, 2018 December 31, 2017 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 169,299 $ (128,698 ) $ 40,601 $ 411,789 $ (313,228 ) $ 98,561 Below-market ground leases, net 62,720 (8,282 ) 54,438 118,994 (14,870 ) 104,124 Real estate tax stabilization agreement, net 111,506 (49,802 ) 61,704 111,506 (45,081 ) 66,425 Total intangible assets $ 343,525 $ (186,782 ) $ 156,743 $ 642,289 $ (373,179 ) $ 269,110 Remaining prepaid expenses and other assets: Restricted cash 44,817 67,335 Security and escrow deposits 1,258 2,308 Prepaid expenses 39,377 54,987 Other non-tenant receivables 30,679 31,265 Other 19,872 69,790 Total remaining prepaid expenses and other assets 136,003 225,685 Total prepaid expenses and other assets $ 292,746 $ 494,795 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes the significant components of accounts payable and accrued expenses. September 30, 2018 December 31, 2017 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 203,565 (78,497 ) $ 125,068 348,984 (162,228 ) $ 186,756 Above-market headquarters office leases, net — — — 4,342 (3,860 ) 482 Above-market ground leases, net 754 (60 ) 694 9,880 (2,648 ) 7,232 Total intangible liabilities $ 204,319 $ (78,557 ) $ 125,762 $ 363,206 $ (168,736 ) $ 194,470 Remaining accounts payable and accrued expenses: Accrued interest 31,401 43,874 Accounts payable and accrued expenses 43,378 77,405 Accrued real estate taxes 62,402 78,213 Deferred gains/income 67,711 90,379 Accrued payroll and other employee liabilities 51,589 54,520 Construction payable 222,436 221,172 Tenant and other deposits 16,669 32,106 Insurance reserve liability 13,001 12,035 Capital lease obligations 5,385 5,385 Conditional asset retirement obligation liability 2,357 6,149 Other 234,074 103,724 Total remaining Accounts payable and accrued expenses 750,403 724,962 Total Accounts payable and accrued expenses $ 876,165 $ 919,432 |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2018 | |
LITIGATION | |
LITIGATION | LITIGATION In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. The Company is subject to litigation related to the BPY Transaction. The Company cannot predict the outcome of pending litigation, nor can it predict the amount of time and expense that will be required to resolve such litigation. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Dollars in thousands) Contractual rent expense, including participation rent $ 1,982 $ 2,177 $ 6,323 $ 6,562 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,204 1,605 4,441 4,846 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 1, 2018, the Company obtained a new variable-rate loan at Hulen Mall for $90.0 million with an interest rate of LIBOR plus 2.80% . The loan replaced a fixed-rate loan of $118.7 million with an interest rate of 4.25% . On November 1, 2018, the Company conveyed Oak View Mall to the lender in full satisfaction of $74.7 million in outstanding debt. On November 1, 2018, the Company obtained a new fixed-rate loan at St. Louis Galleria for $265.0 million with an interest rate of 5.12% . The loan replaced a fixed-rate loan of $215.0 million with an interest rate of 3.44% . On November 7, 2018, the Company obtained a new fixed-rate loan at 605 N. Michigan Avenue for $80.0 million with an interest rate of 4.76% . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of BPR, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner's share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner's ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. Noncontrolling interests are included on our Consolidated Balance Sheets related to the Common, Preferred, and LTIP Units of BPROP and are presented either as redeemable noncontrolling interests or as noncontrolling interests in our permanent equity. The Operating Partnership and each of our consolidated joint ventures are variable interest entities as the limited partners do not have substantive kick-out rights or substantive participating rights. However, as the Company holds a majority voting interest in the Operating Partnership and our consolidated joint ventures, it qualifies for the exemption from providing certain of the disclosure requirements associated with variable interest entities. We operate in a single reportable segment, which includes the operation, development and management of retail and other rental properties. Our portfolio is targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. The Company's chief operating decision maker is comprised of a team of several members of executive management who use Company net operating income, or NOI, in assessing segment operating performance. We do not distinguish or group our consolidated operations based on geography, size or type for purposes of making property operating decisions. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. There are no individual operating segments that are greater than 10% of combined revenue, Company NOI or combined assets. Company NOI excludes certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization, which are a result of our emergence from bankruptcy, acquisition accounting and other capital contribution or restructuring events. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company's operating properties are aggregated into a single reportable segment. |
Properties | Properties Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10 - 45 years. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term |
Acquisitions of Operating Properties | Acquisitions of Operating Properties ( Note 3 ) Acquisitions of properties are typically accounted for as acquisitions of assets rather than acquisitions of a business. Accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition and acquisition costs are capitalized. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. |
Management Fees and Other Corporate Revenues | Management Fees and Other Corporate Revenues Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in management fees and other corporate revenues on our Consolidated Statements of Comprehensive Income. Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Comprehensive Income and in property management and other costs in the Condensed Combined Statements of Income in Note 5 . |
Impairment | Impairment Operating Properties We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, changes in management's intent with respect to the properties and prevailing market conditions. If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property. Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company's expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company's plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. Impairment charges are recorded in the Consolidated Statements of Comprehensive Income when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and/or in the period of disposition. During the nine months ended September 30, 2018 , we recorded a $45.9 million impairment charge on our Consolidated Statements of Comprehensive Income related to one operating property that has non-recourse debt maturing during 2019 that exceeds the fair value of the operating property. No provisions for impairment were recognized for the three and nine months ended September 30, 2017 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our properties could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those properties differ from actual results. Investment in Unconsolidated Real Estate Affiliates A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we performed for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and nine months ended September 30, 2018 and 2017 . Changes in economic and operating conditions that occur subsequent to our review of recoverability of our investments in Unconsolidated Real Estate Affiliates could impact the assumptions used in that assessment and could result in future impairment if assumptions regarding those investments differ from actual results. Notes Receivable Notes receivable are evaluated for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. No impairments related to our notes receivable were recognized for the three and nine months ended September 30, 2018 and 2017 . |
Fair Value Measurements | Fair Value Measurements ( Note 4 ) The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit facility. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to allocating the purchase price of real estate acquisitions, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, provision for loan loss, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to acquisitions, impairment of long-lived assets, litigation related accruals and disclosures and fair value of debt. Actual results could differ from these and other estimates. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of properties | Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 10 - 45 Equipment and fixtures 3 - 20 Tenant improvements Shorter of useful life or applicable lease term |
Schedule of gross asset balances of in-place value of tenant leases | The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. Gross Asset Accumulated Amortization Net Carrying Amount As of September 30, 2018 Tenant leases: In-place value $ 197,953 $ (89,964 ) $ 107,989 As of December 31, 2017 Tenant leases: In-place value $ 347,232 $ (181,088 ) $ 166,144 |
Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations | Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , had the following effects on our income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amortization/accretion effect on continuing operations $ (11,524 ) $ (15,100 ) $ (42,390 ) $ (56,417 ) |
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations | Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14 , is estimated to decrease results from continuing operations as follows: Year Amount 2018 Remaining $ 7,076 2019 21,822 2020 15,292 2021 10,322 2022 9,471 |
Summary of management fees from affiliates and entity's share of management fee expense | The following table summarizes the management fees from affiliates and our share of the management fee expense: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Management fees from affiliates $ 30,483 $ 28,806 $ 82,278 $ 77,797 Management fee expense (11,630 ) (10,675 ) (32,409 ) (27,684 ) Net management fees from affiliates $ 18,853 $ 18,131 $ 49,869 $ 50,113 |
Schedule of cash, cash equivalents and restricted cash and cash equivalents | The following is a summary of our cash, cash equivalents and restricted cash total as presented in our statements of cash flows for the nine months ended September 30, 2018 and 2017 : Nine Months Ended September 30, 2018 2017 Cash and cash equivalents $ 260,716 $ 311,107 Restricted cash 44,817 70,663 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 305,533 $ 381,770 |
ACQUISITIONS, SALES AND JOINT_2
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Contributed Property and Recognized Gains and Losses from Acquisition | The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Cumberland Mall 100% 51% $ 400.0 $ — $ 160.0 $ 7.7 $ 232.3 $ — Parks at Arlington 100% 51% 530.0 — 239.8 40.7 249.5 — Ridgedale Center 100% 51% 300.0 — 167.0 153.6 (20.6 ) — $ 1,230.0 $ — $ 566.8 $ 202.0 $ 461.2 $ — (1) Includes working capital, closing costs and financing costs. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Baybrook Lifestyle 53% 29% $ 297.0 $ (0.1 ) $ 140.0 $ 17.9 $ — $ 19.4 Baybrook Mall 100% 51% 693.0 (0.4 ) 240.3 74.3 378.0 — The Mall in Columbia 100% 50% 851.0 (0.5 ) 332.3 256.6 261.6 — The Shops at La Cantera 75% 38% 857.0 (0.4 ) 350.0 38.6 342.0 — $ 2,698.0 $ (1.4 ) $ 1,062.6 $ 387.4 $ 981.6 $ 19.4 (1) Includes working capital, closing costs and financing costs. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Ala Moana Center 63% 50% $ 5,045.9 $ — $ 1,900.0 $ 112.3 $ — $ 280.9 Christiana Mall 50% 25% 1,036.9 3.0 550.0 (34.7 ) — 159.4 $ 6,082.8 $ 3.0 $ 2,450.0 $ 77.6 $ — $ 440.3 (1) Includes working capital, closing costs and financing costs. The Company contributed properties and recognized gains (losses) as summarized in the table below ($ in millions): Property Prior Ownership Current Ownership Total Asset Value Other Costs (1) Debt Balance Book Value of Investment Gain from changes in control of investment properties and other, net Unconsolidated Real Estate Affiliates - gain on investment, net Apache Mall 100% 51% $ 143.0 $ (1.7 ) $ 73.5 $ 56.9 $ 10.9 $ — Augusta Mall 100% 51% 251.8 2.0 170.0 (34.1 ) 117.9 — Boise Towne Square 100% 51% 354.5 2.2 142.0 41.6 173.1 — Columbiana Centre 100% 51% 268.8 (1.7 ) 137.3 1.0 128.8 — Coronado Center 100% 51% 359.2 1.0 182.8 54.3 123.1 — Glenbrook Square 100% 51% 166.8 0.9 160.0 0.5 7.2 — Governor's Square 100% 51% 105.7 0.6 66.9 39.8 (0.4 ) — Lynnhaven Mall 100% 51% 383.7 0.9 235.0 40.9 108.7 — Market Place Shopping Center 100% 51% 153.1 2.6 113.4 20.0 22.3 — Mizner Park 50% 26% 235.2 — — 39.1 — 18.5 Northridge Fashion Center 100% 51% 584.7 1.6 221.1 79.0 286.2 — Oglethorpe Mall 100% 51% 203.1 0.8 149.8 8.5 45.6 — Park Place 100% 51% 269.6 1.2 176.8 84.6 9.4 — Pembroke Lakes Mall 100% 51% 471.1 0.9 260.0 40.1 171.9 — Riverchase Galleria 100% 51% 260.9 6.6 164.2 110.0 (6.7 ) — The Crossroads 100% 51% 108.8 3.1 92.0 15.2 4.7 — The Gallery at Harborplace 100% 51% 122.3 1.1 74.1 37.8 11.5 — The Maine Mall 100% 51% 339.7 1.8 235.0 4.8 101.7 — The Oaks Mall 100% 51% 160.2 0.8 125.1 36.0 (0.1 ) — Tucson Mall 100% 51% 260.1 1.0 246.0 25.7 (10.6 ) — Westroads Mall 100% 51% 287.4 0.9 141.3 68.8 78.2 — White Marsh Mall 100% 51% 233.5 0.7 190.0 16.1 28.1 — Woodbridge Center 100% 51% 247.6 6.7 245.1 10.7 (1.5 ) — $ 5,970.8 $ 34.0 $ 3,601.4 $ 797.3 $ 1,410.0 $ 18.5 (1) Includes working capital, closing costs and financing costs. |
Schedule of Business Acquisitions, by Acquisition | The table below summarizes the gain from changes in control calculation ($ in millions): Gain from changes in control for 218 West 57th Street, 530 Fifth Avenue and 685 Fifth Avenue Net implied fair value of previous investment and consideration $ 250.0 Less: proportionate share of previous investments 198.1 Gain from changes in control of investment properties and other, net $ 51.9 These allocations were based on the relative fair values of the assets acquired and liabilities assumed ($ in millions): Allocation of Thor Equities Purchase Price 218 W. 57th Street 530 Fifth Avenue 685 Fifth Avenue Investment in real estate, including intangible assets and liabilities $ 104.0 $ 334.0 $ 652.6 Fair value of debt (1) (53.0 ) (221.0 ) (340.0 ) Net working capital (2) 0.1 14.3 1.7 Net assets acquired $ 51.1 $ 127.3 $ 314.3 (1) 530 Fifth Avenue includes $31.0 million of an intercompany loan between 530 Fifth Avenue and the Company. 218 W. 57th Street includes $53.0 million of an intercompany loan between 218 W. 57th Street and the Company. Both loans eliminate in consolidation. (2) 530 Fifth Avenue includes a $9.4 million escrow. The table below summarizes the gain from changes in control calculation ($ in millions): Gain from a Change of Control in GSPH Consideration paid to acquire our joint venture partner's interest $ 190.1 Less: proportionate share of previous investment 147.2 Gain from changes in control of investment properties and other, net $ 42.9 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Nonrecurring Basis | The following table summarizes certain of our assets that are measured at fair value on a nonrecurring basis as a result of impairment charges recorded during the nine months ended September 30, 2018 . No impairment charges were recognized during the nine months ended September 30, 2017 . Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Provisions for Impairment Three Months Ended September 30, 2018 Investments in real estate (1) $ 62,490 $ — $ — $ 62,490 $ 7,487 Nine Months Ended September 30, 2018 Investments in real estate (1) $ 62,490 $ — $ — $ 62,490 $ 45,866 _______________________________________________________________________________ (1) Refer to Note 2 for more information regarding impairment. Investments in real estate includes consolidated properties and Unconsolidated Real Estate Affiliates. |
Schedule of Unobservable Quantitative Inputs | Unobservable Quantitative Input Rate Discount rates 9.75% to 11.00% Terminal capitalization rates 9.50% to 10.25% |
Fair Value of Debt | Management's estimates of fair value are presented below for our debt as of September 30, 2018 and December 31, 2017 . September 30, 2018 December 31, 2017 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 6,448,841 $ 6,390,026 $ 10,420,252 $ 10,467,262 Variable-rate debt 6,563,890 6,661,291 2,412,207 2,415,457 $ 13,012,731 $ 13,051,317 $ 12,832,459 $ 12,882,719 (1) Includes net market rate adjustments of $8.2 million and deferred financing costs of $131.4 million , net. (2) Includes net market rate adjustments of $23.5 million and deferred financing costs of $30.3 million , net. |
UNCONSOLIDATED REAL ESTATE AF_2
UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
UNCONSOLIDATED REAL ESTATE AFFILIATES | |
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates | ( Note 2 ). September 30, 2018 December 31, 2017 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates (1) Assets: Land $ 3,555,900 $ 2,908,181 Buildings and equipment 22,824,411 14,014,665 Less accumulated depreciation (4,142,134 ) (3,794,792 ) Construction in progress 518,835 545,305 Net property and equipment 22,757,012 13,673,359 Investment in unconsolidated joint ventures 572,884 613,136 Net investment in real estate 23,329,896 14,286,495 Cash and cash equivalents 515,015 438,664 Accounts receivable, net 361,217 386,634 Notes receivable 21,149 15,058 Deferred expenses, net 514,482 339,327 Prepaid expenses and other assets 708,096 381,980 Total assets $ 25,449,855 $ 15,848,158 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 15,998,163 $ 10,504,799 Accounts payable, accrued expenses and other liabilities 1,099,667 1,115,549 Cumulative effect of foreign currency translation ("CFCT") (23,551 ) (38,013 ) Owners' equity, excluding CFCT 8,375,576 4,265,823 Total liabilities and owners' equity $ 25,449,855 $ 15,848,158 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 8,352,025 $ 4,227,810 Less: joint venture partners' equity (4,673,246 ) (2,413,822 ) Plus: excess investment/basis differences 1,353,185 1,547,462 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 5,031,964 3,361,450 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 30,483 30,483 Elimination of consolidated real estate investment interest through joint venture — (52,305 ) Retail investment, net 10,965 16,091 Investment in Unconsolidated Real Estate Affiliates, net $ 5,073,412 $ 3,355,719 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 5,197,113 $ 3,377,112 Liability - Investment in Unconsolidated Real Estate Affiliates (123,701 ) (21,393 ) Investment in Unconsolidated Real Estate Affiliates, net $ 5,073,412 $ 3,355,719 (1) The Condensed Combined Statements of Balance Sheets - Unconsolidated Real Estate Affiliates include the joint ventures formed in conjunction with the BPY Transaction subsequent to August 27, 2018 ( Note 3 ). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Minimum rents $ 352,597 $ 295,294 $ 947,172 $ 880,767 Tenant recoveries 146,992 124,927 388,742 366,869 Overage rents 8,160 7,110 19,789 17,302 Condominium sales 28,401 97,573 77,674 277,962 Other 16,278 12,894 47,280 38,736 Total revenues 552,428 537,798 1,480,657 1,581,636 Expenses: Real estate taxes 47,160 39,731 121,516 107,195 Property maintenance costs 10,047 9,437 22,655 30,501 Marketing 4,379 4,771 13,296 13,249 Other property operating costs 71,226 60,147 184,218 170,076 Condominium cost of sales 20,701 71,336 56,625 202,860 Provision for doubtful accounts 3,882 473 7,802 4,495 Property management and other costs (2) 25,821 23,102 71,681 61,472 General and administrative 566 292 2,232 1,355 Depreciation and amortization 174,295 128,800 458,617 378,531 Total expenses 358,077 338,089 938,642 969,734 Operating income 194,351 199,709 542,015 611,902 Interest income 1,763 2,987 5,187 8,530 Interest expense (149,139 ) (123,014 ) (369,786 ) (348,195 ) Provision for income taxes (320 ) (364 ) (722 ) (911 ) Equity in gain (loss) of unconsolidated joint ventures 555 (4,715 ) (17,116 ) (15,426 ) Income from continuing operations 47,210 74,603 159,578 255,900 Allocation to noncontrolling interests (17 ) (25 ) (54 ) (69 ) Net income attributable to the ventures $ 47,193 $ 74,578 $ 159,524 $ 255,831 Equity In Income of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 47,193 $ 74,578 $ 159,524 $ 255,831 Joint venture partners' share of income (16,287 ) (30,050 ) (64,528 ) (116,372 ) Elimination of loss (gain) from consolidated real estate investment with interest owned through joint venture 53 (77 ) 679 1,363 Gain (loss) on retail investment 10,526 5,933 3,427 (4,853 ) Amortization of capital or basis differences (21,149 ) (14,447 ) (39,896 ) (36,085 ) Equity in income of Unconsolidated Real Estate Affiliates $ 20,336 $ 35,937 $ 59,206 $ 99,884 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include income from Miami Design District subsequent to June 1, 2017 and income from the joint ventures formed in conjunction with the BPY Transaction subsequent to August 27, 2018 ( Note 3 ). (2) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI. |
MORTGAGES, NOTES AND LOANS PA_2
MORTGAGES, NOTES AND LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of mortgages, notes and loans payable and weighted average interest rates | Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: September 30, 2018 (1) Weighted-Average Interest Rate (2) December 31, 2017 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 6,448,841 4.40 % $ 10,420,252 4.41 % Total fixed-rate debt 6,448,841 4.40 % 10,420,252 4.41 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 1,606,123 3.97 % 2,418,628 3.39 % Unsecured corporate debt (5) 4,957,767 4.56 % (6,421 ) — Total variable-rate debt 6,563,890 4.42 % 2,412,207 3.39 % Total Mortgages, notes and loans payable $ 13,012,731 4.41 % $ 12,832,459 4.22 % Junior subordinated notes $ 206,200 3.79 % $ 206,200 2.83 % (1) Includes $8.2 million of market rate adjustments and $131.4 million of deferred financing costs, net. (2) Represents the weighted-average interest rates on our principal balances, excluding the effects of market rate adjustments and deferred financing costs. (3) Includes $23.5 million of market rate adjustments and $30.3 million of deferred financing costs, net. (4) $1.4 billion of the variable-rate balance is cross-collateralized. (5) Includes deferred financing costs, which are shown as a reduction to the debt balance. See table below for the balance excluding deferred financing costs. |
Schedule of terms of unsecured debt obligations | We have certain unsecured debt obligations, the terms of which are described below: September 30, 2018 (1) Weighted-Average Interest Rate December 31, 2017 (2) Weighted-Average Interest Rate Unsecured debt: Unsecured corporate debt $ 5,057,500 4.56 % $ — — Total unsecured debt $ 5,057,500 4.56 % $ — — (1) Excludes deferred financing costs of $99.7 million in 2018 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $6.4 million in 2017 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. |
EQUITY AND REDEEMABLE NONCONT_2
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of activity included in allocation to noncontrolling interests | The following table reflects the activity included in the allocation to noncontrolling interests. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Distributions to preferred BPROP units ("Preferred Units") $ (1,554 ) $ (874 ) $ (2,814 ) $ (3,889 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("Common Units") (30,425 ) (1,846 ) (31,803 ) (3,097 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("LTIP units") (7,835 ) (515 ) (8,159 ) (1,068 ) Net income allocated to noncontrolling interest in consolidated real estate affiliates 10,833 (257 ) 9,986 (1,103 ) Allocation to noncontrolling interests (28,981 ) (3,492 ) (32,790 ) (9,157 ) Other comprehensive (income) loss allocated to noncontrolling interests (124 ) (182 ) (39 ) 133 Comprehensive income allocated to noncontrolling interests $ (29,105 ) $ (3,674 ) $ (32,829 ) $ (9,024 ) |
Schedule of activity of redeemable noncontrolling interests | The following table reflects the activity of the common redeemable noncontrolling interests for the nine months ended September 30, 2018 , and 2017 . Balance at January 1, 2017 $ 262,727 Net income 3,097 Distributions (4,731 ) Redemption of BPROP units (651 ) Other comprehensive loss (133 ) Fair value adjustment for noncontrolling interests in Operating Partnership (34,123 ) Balance at September 30, 2017 $ 226,186 Balance at January 1, 2018 $ 248,126 Net income 31,803 Distributions (3,685 ) Adjustment of Mezzanine Equity to fair value (40,294 ) Common Unit Redemption to Common Stock (85,818 ) Other comprehensive income 39 Reclassification of Mezzanine Equity to Permanent Equity (37,840 ) Pre-Closing Dividend (60,673 ) BPR Equity Recapitalization 21,923 Balance at September 30, 2018 $ 73,581 |
Summary of dividends declared | Our Board of Directors declared Class A Stock dividends during 2018 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 November 1 November 30, 2018 December 31, 2018 $ 0.315 August 28 August 31, 2018 September 28, 2018 0.315 Common Stock Dividend Our Board of Directors declared common stock dividends during 2018 and 2017 as follows: Declaration Date (1) Record Date Payment Date Dividend Per Share 2018 May 3 July 13, 2018 July 31, 2018 $ 0.22 February 7 April 13, 2018 April 30, 2018 0.22 2017 October 31 December 15, 2017 January 5, 2018 $ 0.22 August 2 October 13, 2017 October 31, 2017 0.22 May 1 July 13, 2017 July 28, 2017 0.22 January 30 April 13, 2017 April 28, 2017 0.22 |
Schedule of Preferred Dividends Payable | Our Board of Directors declared preferred stock dividends during 2018 and 2017 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2018 November 1 December 14, 2018 January 1, 2019 $ 0.3984 July 31 September 17, 2018 October 1, 2018 0.3984 May 3 June 15, 2018 July 2, 2018 0.3984 February 7 March 15, 2018 April 2, 2018 0.3984 2017 October 31 December 15, 2017 January 2, 2018 $ 0.3984 August 2 September 15, 2017 October 2, 2017 0.3984 May 1 June 15, 2017 July 3, 2017 0.3984 January 30 March 15, 2017 April 3, 2017 0.3984 |
Schedule of accumulated other comprehensive loss | The following table reflects the activity of the components of accumulated other comprehensive loss for the three months ended September 30, 2018 , and 2017 : Foreign currency translation Net unrealized gains (losses) on other financial instruments Total Balance at July 1, 2017 $ (71,708 ) $ 115 $ (71,593 ) Other comprehensive income (loss) 3,884 9 3,893 Balance at September 30, 2017 $ (67,824 ) $ 124 $ (67,700 ) Balance at July 1, 2018 $ (82,353 ) $ 124 $ (82,229 ) Other comprehensive income (loss) (2,471 ) 8 (2,463 ) Balance at September 30, 2018 $ (84,824 ) $ 132 $ (84,692 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of information related to EPS calculations | Information related to our EPS calculations is summarized as follows: July 1, 2018 through August 27, 2018 January 1, 2018 through August 27, 2018 Numerators - Basic: Net income $ 3,698,966 $ 3,860,424 Preferred Stock dividends (3,984 ) (11,952 ) Allocation to noncontrolling interests (39,240 ) (43,049 ) Net income attributable to common stockholders $ 3,655,742 $ 3,805,423 Numerators - Diluted: Distributions to Preferred Units 450 1,711 Net income attributable to common stockholders 3,656,192 3,807,134 Denominators: Weighted-average number of common shares outstanding - basic 777,208 914,066 Effect of dilutive securities 3,822 3,831 Weighted-average number of common shares outstanding - diluted 781,030 917,897 Anti-dilutive Securities: Effect of Common Units 5,438 7,662 Effect of LTIP Units 1,721 1,748 Weighted-average number of anti-dilutive securities 7,159 9,410 Three Months Ended September 30, Nine Months Ended September 30, 2017 2017 Numerators - Basic and Diluted: Net income $ 226,272 $ 464,960 Preferred Stock dividends (3,984 ) (11,952 ) Allocation to noncontrolling interests (3,492 ) (9,157 ) Net income attributable to common stockholders $ 218,796 $ 443,851 Denominators: Weighted-average number of common shares outstanding - basic 878,663 881,786 Effect of dilutive securities 61,521 63,207 Weighted-average number of common shares outstanding - diluted 940,184 944,993 Anti-dilutive Securities: Effect of Preferred Units 1,514 1,514 Effect of Common Units 8,374 5,991 Effect of LTIP Units 1,805 1,852 Weighted-average number of anti-dilutive securities 11,693 9,357 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of compensation expense related to stock-based compensation plans | Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2018 , and 2017 is summarized in the following table in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2018 (1) 2017 2018 (1) 2017 Stock options - Property management and other costs $ 41 $ 811 $ 188 $ 2,766 Stock options - General and administrative 38 1,814 112 6,449 Restricted stock - Property management and other costs 5,952 1,366 9,056 4,424 Restricted stock - General and administrative 10,231 540 12,125 2,368 LTIP Units - Property management and other costs 552 397 1,187 1,189 LTIP Units - General and administrative 13,176 3,389 21,138 14,330 Total $ 29,990 $ 8,317 $ 43,806 $ 31,526 |
Summary of stock option activity | The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for the nine months ended September 30, 2018 and 2017 : 2018 2017 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 14,427,103 $ 17.84 15,277,189 $ 17.90 Granted (1) 1,068,818 19.70 — — Exercised (338,715 ) 16.55 (443,221 ) 18.05 Forfeited (1,082 ) 28.86 (148,040 ) 22.31 Expired (55,917 ) 23.27 (4,107 ) 28.86 Conversion effect (1) (14,081,389 ) 17.85 — — Stock options Outstanding at September 30, 1,018,818 $ 19.76 14,681,821 $ 17.85 |
Summary of LTIP Unit and Restricted stock activity | 2018 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 4,747,664 $ 26.98 4,345,912 $ 27.27 Granted (1) 1,387,289 22.51 553,526 25.38 Exercised (73,660 ) 28.95 (92,880 ) 29.15 Forfeited (1,014,366 ) 25.83 (58,894 ) 26.77 Expired — — — — Canceled (1) (1,204,203 ) 25.93 — — LTIP Units Outstanding at September 30, 3,842,724 $ 25.96 4,747,664 $ 27.02 (1) In connection with the BPY Transaction, certain existing LTIP awards were canceled and replaced with substitute awards of a BPY affiliate. The substitute LTIP awards remain outstanding as of September 30, 2018 as they are held by BPR employees. 2018 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Restricted stock Outstanding at January 1, 1,089,364 $ 25.29 476,686 $ 27.11 Granted 1,074,137 21.52 808,448 25.30 Vested (394,995 ) 23.69 (170,137 ) 26.78 Canceled (123,232 ) 24.42 (100,357 ) 26.02 Conversion effect (1) (635,698 ) 24.52 — — Restricted stock Outstanding at September 30, 1,009,576 $ 22.49 1,014,640 $ 25.83 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Summary of significant components of accounts receivable, net | The following table summarizes the significant components of accounts receivable, net. September 30, 2018 December 31, 2017 Trade receivables $ 87,659 $ 109,968 Short-term tenant receivables 4,333 4,776 Straight-line rent receivable 144,137 233,630 Other accounts receivable 3,588 5,165 Total accounts receivable 239,717 353,539 Provision for doubtful accounts (18,182 ) (19,458 ) Total accounts receivable, net $ 221,535 $ 334,081 The following table summarizes the significant components of notes receivable. September 30, 2018 December 31, 2017 Notes receivable $ 323,417 $ 404,129 Accrued interest 12,526 13,429 Total notes receivable $ 335,943 $ 417,558 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Summary of significant components of notes receivable | The following table summarizes the significant components of accounts receivable, net. September 30, 2018 December 31, 2017 Trade receivables $ 87,659 $ 109,968 Short-term tenant receivables 4,333 4,776 Straight-line rent receivable 144,137 233,630 Other accounts receivable 3,588 5,165 Total accounts receivable 239,717 353,539 Provision for doubtful accounts (18,182 ) (19,458 ) Total accounts receivable, net $ 221,535 $ 334,081 The following table summarizes the significant components of notes receivable. September 30, 2018 December 31, 2017 Notes receivable $ 323,417 $ 404,129 Accrued interest 12,526 13,429 Total notes receivable $ 335,943 $ 417,558 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
Summary of significant components of Prepaid expenses and other assets | The following table summarizes the significant components of prepaid expenses and other assets. September 30, 2018 December 31, 2017 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 169,299 $ (128,698 ) $ 40,601 $ 411,789 $ (313,228 ) $ 98,561 Below-market ground leases, net 62,720 (8,282 ) 54,438 118,994 (14,870 ) 104,124 Real estate tax stabilization agreement, net 111,506 (49,802 ) 61,704 111,506 (45,081 ) 66,425 Total intangible assets $ 343,525 $ (186,782 ) $ 156,743 $ 642,289 $ (373,179 ) $ 269,110 Remaining prepaid expenses and other assets: Restricted cash 44,817 67,335 Security and escrow deposits 1,258 2,308 Prepaid expenses 39,377 54,987 Other non-tenant receivables 30,679 31,265 Other 19,872 69,790 Total remaining prepaid expenses and other assets 136,003 225,685 Total prepaid expenses and other assets $ 292,746 $ 494,795 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Summary of significant components of Accounts payable and accrued expenses | The following table summarizes the significant components of accounts payable and accrued expenses. September 30, 2018 December 31, 2017 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 203,565 (78,497 ) $ 125,068 348,984 (162,228 ) $ 186,756 Above-market headquarters office leases, net — — — 4,342 (3,860 ) 482 Above-market ground leases, net 754 (60 ) 694 9,880 (2,648 ) 7,232 Total intangible liabilities $ 204,319 $ (78,557 ) $ 125,762 $ 363,206 $ (168,736 ) $ 194,470 Remaining accounts payable and accrued expenses: Accrued interest 31,401 43,874 Accounts payable and accrued expenses 43,378 77,405 Accrued real estate taxes 62,402 78,213 Deferred gains/income 67,711 90,379 Accrued payroll and other employee liabilities 51,589 54,520 Construction payable 222,436 221,172 Tenant and other deposits 16,669 32,106 Insurance reserve liability 13,001 12,035 Capital lease obligations 5,385 5,385 Conditional asset retirement obligation liability 2,357 6,149 Other 234,074 103,724 Total remaining Accounts payable and accrued expenses 750,403 724,962 Total Accounts payable and accrued expenses $ 876,165 $ 919,432 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of contractual rental expense | The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Comprehensive Income: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Dollars in thousands) Contractual rent expense, including participation rent $ 1,982 $ 2,177 $ 6,323 $ 6,562 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 1,204 1,605 4,441 4,846 |
ORGANIZATION (Details)
ORGANIZATION (Details) $ / shares in Units, $ in Millions | Mar. 26, 2018USD ($)$ / shares | Sep. 30, 2018property |
Real estate properties | ||
Common equity ownership in GGP Limited Partnership (as a percent) | 99.00% | |
Ownership in GGP Limited held by limited partners (as a percent) | 1.00% | |
Consideration paid to acquire remaining GGP outstanding shares (in usd per share) | $ / shares | $ 23.50 | |
Aggregate cash amount | $ | $ 9,250 | |
United States | Regional Malls | ||
Real estate properties | ||
Number of real estate properties in portfolio | property | 125 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |||||||
Cash and cash equivalents | $ 260,716,000 | $ 260,716,000 | $ 164,604,000 | $ 311,107,000 | |||
Restricted cash | 44,817,000 | 44,817,000 | 67,335,000 | 70,663,000 | |||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | 305,533,000 | 305,533,000 | $ 231,939,000 | $ 381,770,000 | $ 531,705,000 | ||
Change in restricted cash related to operating activities | 488,225,000 | $ 937,739,000 | |||||
Change in restricted cash related to investing activities | 2,606,793,000 | (695,529,000) | |||||
Change in restricted cash related to financing activities | (3,021,424,000) | (395,340,000) | |||||
Provision for impairment | $ 7,487,000 | $ 0 | $ 45,866,000 | 0 | |||
Minimum | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period | 5 years | ||||||
Minimum | Properties | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Estimated useful lives | 10 years | ||||||
Minimum | Buildings and improvements | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Estimated useful lives | 10 years | ||||||
Minimum | Equipment and fixtures | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Estimated useful lives | 3 years | ||||||
Maximum | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Difference between carrying amount and underlying equity of Unconsolidated Real Estate Affiliates, amortization period | 45 years | ||||||
Maximum | Properties | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Estimated useful lives | 45 years | ||||||
Maximum | Buildings and improvements | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Estimated useful lives | 45 years | ||||||
Maximum | Equipment and fixtures | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Estimated useful lives | 20 years | ||||||
Revolving Credit Facility | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Credit risk exposure amount | $ 1,500,000,000 | ||||||
ASU 2016-18 | |||||||
Cash and Cash Equivalents [Abstract] | |||||||
Change in restricted cash related to operating activities | (600,000) | ||||||
Change in restricted cash related to investing activities | (900,000) | ||||||
Change in restricted cash related to financing activities | $ 15,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisitions of Operating Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Acquisitions of operating properties | |||||
Gross Asset | $ 343,525 | $ 343,525 | $ 642,289 | ||
Accumulated Amortization | (186,782) | (186,782) | (373,179) | ||
Balance | 156,743 | 156,743 | 269,110 | ||
Amortization/accretion effect on continuing operations | (11,524) | $ (15,100) | (42,390) | $ (56,417) | |
Future amortization/accretion of intangibles | |||||
2018 Remaining | 7,076 | 7,076 | |||
2,019 | 21,822 | 21,822 | |||
2,020 | 15,292 | 15,292 | |||
2,021 | 10,322 | 10,322 | |||
2,022 | 9,471 | 9,471 | |||
Tenant leases, In-place value | |||||
Acquisitions of operating properties | |||||
Gross Asset | 197,953 | 197,953 | 347,232 | ||
Accumulated Amortization | (89,964) | (89,964) | (181,088) | ||
Balance | $ 107,989 | $ 107,989 | $ 166,144 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Summary of significant accounting policies | |||||
Property Management Fee Revenue | $ 80,400,000 | ||||
Provision for impairment | $ 7,487,000 | $ 0 | 45,866,000 | $ 0 | |
Variable-rate debt | $ 6,563,890,000 | 6,563,890,000 | $ 2,412,207,000 | ||
Management Fees and Other Corporate Revenues | |||||
Percentage of revenue earned from joint venture reported as management fees | 100.00% | ||||
Management fees from affiliates | $ 30,483,000 | 28,806,000 | 82,278,000 | 77,797,000 | |
Management fee expense | (11,630,000) | (10,675,000) | (32,409,000) | (27,684,000) | |
Net management fees from affiliates | 18,853,000 | 18,131,000 | 49,869,000 | 50,113,000 | |
Impairment of investments in Unconsolidated Real Estate Affiliates | 0 | $ 0 | 0 | $ 0 | |
Management fees revenue | 69,400,000 | ||||
Fees and Commissions, Other | 11,000,000 | ||||
Revolving Credit Facility | |||||
Summary of significant accounting policies | |||||
Variable-rate debt | $ 5,057,500,000 | $ 5,057,500,000 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | |||||||
Provision for impairment | $ 7,487,000 | $ 0 | $ 45,866,000 | $ 0 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Variable-rate debt | 6,563,890,000 | 6,563,890,000 | $ 2,412,207,000 | ||||
Amount outstanding | 347,000,000 | 347,000,000 | |||||
Impairment | 0 | 0 | $ 0 | ||||
Retained earnings (accumulated deficit) | (5,017,312,000) | (5,017,312,000) | (2,107,498,000) | ||||
Mortgages Held-for-sale, Fair Value Disclosure | 100,000,000 | 100,000,000 | |||||
ASU 2016-06 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Retained earnings (accumulated deficit) | $ (18,800,000) | ||||||
ASC 606 Adjustments | ASU 2014-09 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Retained earnings (accumulated deficit) | $ 1,900,000 | ||||||
Revolving Credit Facility | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Variable-rate debt | 5,057,500,000 | 5,057,500,000 | $ 0 | ||||
Amount outstanding | $ 347,000,000 | $ 347,000,000 |
ACQUISITIONS, SALES AND JOINT_3
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Narrative (Details) $ in Thousands | Aug. 27, 2018USD ($) | Jul. 13, 2018USD ($) | Mar. 30, 2018USD ($) | Jan. 29, 2018 | Dec. 29, 2017USD ($) | Sep. 19, 2017USD ($)joint_venturetransaction | Jul. 12, 2017USD ($) | Jul. 11, 2017USD ($) | Jun. 09, 2017USD ($) | May 12, 2017USD ($) | Sep. 15, 2016USD ($)joint_venture | Jun. 30, 2016USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Aug. 28, 2018USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 80,000 | ||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 22.30% | ||||||||||||||||||
Real Estate Investments, Net | $ 17,290,912 | $ 17,290,912 | $ 17,290,912 | 21,633,343 | |||||||||||||||
Sales price | $ 13,900 | $ 16,600 | |||||||||||||||||
Gain from changes in control of investment properties and other, net | 2,850,017 | $ 95,165 | 2,862,681 | $ 79,325 | |||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 10,400 | 478,293 | 0 | 488,654 | 0 | 12,000 | |||||||||||||
Gain on extinguishment of debt | 0 | 0 | 0 | 55,112 | |||||||||||||||
Real Estate Investment Property, Net | 12,093,799 | 12,093,799 | 12,093,799 | 18,256,231 | |||||||||||||||
Mortgages Held-for-sale, Fair Value Disclosure | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Security and escrow deposits | $ 1,258 | 1,258 | 1,258 | 2,308 | |||||||||||||||
GS Portfolio Holdings II | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership Interest Acquired, Number of Properties | 4 | ||||||||||||||||||
Seritage Growth Properties | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Implied fair value of investment properties | $ 190,100 | ||||||||||||||||||
Loss incurred as a result in change of control of investment properties | 42,900 | ||||||||||||||||||
Business Combination, Step Acquisition, Previous Equity Interest in Acquiree, Carrying Value | 147,200 | ||||||||||||||||||
Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Implied fair value of investment properties | 250,000 | ||||||||||||||||||
Loss incurred as a result in change of control of investment properties | 51,900 | ||||||||||||||||||
Business Combination, Step Acquisition, Previous Equity Interest in Acquiree, Carrying Value | 198,100 | ||||||||||||||||||
Sears Box | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 49.49% | ||||||||||||||||||
Sales price | $ 44,700 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 12,700 | ||||||||||||||||||
Aeropostale | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 46.00% | 54.00% | 26.00% | ||||||||||||||||
Cash payments to acquire business | $ 80,000 | ||||||||||||||||||
Payments to acquire interest in joint venture | $ 20,400 | ||||||||||||||||||
Number of joint ventures | joint_venture | 2 | ||||||||||||||||||
Red Cliffs Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Sales price | $ 39,100 | ||||||||||||||||||
Proceeds from Sale of Property, Plant, and Equipment | 36,300 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 5,600 | ||||||||||||||||||
Neshaminy [Domain] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 50.00% | ||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 65,000 | ||||||||||||||||||
Percentage ownership, post acquisition | 100.00% | ||||||||||||||||||
Carrying value prior to acquisition | $ (55,200) | ||||||||||||||||||
Implied fair value of investment properties | 33,700 | ||||||||||||||||||
Loss incurred as a result in change of control of investment properties | $ 21,500 | ||||||||||||||||||
530 Fifth Avenue [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investment In Real Estate And Intangible Assets And Liabilities | 334,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | (221,000) | ||||||||||||||||||
Business Acquisitions Net Working Capital | 14,300 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 127,300 | ||||||||||||||||||
Security and escrow deposits | 9,400 | ||||||||||||||||||
218 West 57th Street [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investment In Real Estate And Intangible Assets And Liabilities | 104,000 | ||||||||||||||||||
Real Estate Investment Property, Net | 104,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | (53,000) | ||||||||||||||||||
Business Acquisitions Net Working Capital | 100 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 51,100 | ||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 49.90% | ||||||||||||||||||
685 Fifth Avenue | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investment In Real Estate And Intangible Assets And Liabilities | $ 652,600 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Liabilities | (340,000) | ||||||||||||||||||
Business Acquisitions Net Working Capital | 1,700 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 314,300 | ||||||||||||||||||
Lakeside Mall | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | 144,500 | ||||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Oaks Mall | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Gain from changes in control of investment properties and other, net | 13,800 | ||||||||||||||||||
Proceeds from Sale of Buildings | $ 5,000 | ||||||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 685 Fifth Avenue | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 11,400 | ||||||||||||||||||
Proceeds from Sale of Buildings | $ 135,000 | ||||||||||||||||||
Consolidation, Eliminations | 530 Fifth Avenue [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Due to Related Parties | 31,000 | ||||||||||||||||||
Consolidation, Eliminations | 218 West 57th Street [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Due to Related Parties | $ 53,000 | ||||||||||||||||||
Seritage Growth Properties | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payments to Acquire Notes Receivable | $ 127,400 | ||||||||||||||||||
Seritage Growth Properties | Seritage Growth Properties | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership Interest Acquired, Number of Properties | 8 | ||||||||||||||||||
Number Of Properties In Joint Ventures | 12 | ||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 50.00% | ||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 126,400 | $ 190,100 | |||||||||||||||||
Special Rights Callable Amounts | 63,700 | ||||||||||||||||||
Real Estate Investment Property, Net | $ 380,200 | ||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||||||||||||||||||
GS Portfolio Holdings | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 127,400 | ||||||||||||||||||
GS Portfolio Holdings | GS Portfolio Holdings | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership Interest Acquired, Number of Properties | 5 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 57,500 | ||||||||||||||||||
Affiliated Entity | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of joint ventures | joint_venture | 3 | ||||||||||||||||||
Number Of Transactions | transaction | 3 | ||||||||||||||||||
218 West 57th Street [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.90% | ||||||||||||||||||
218 West 57th Street [Member] | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.10% | ||||||||||||||||||
Apache Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 143,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ (1,700) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $ 73,500 | ||||||||||||||||||
Real Estate Investments, Net | 56,900 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 10,900 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Augusta Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 251,800 | ||||||||||||||||||
Business Acquisition, Transaction Costs | 2,000 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 170,000 | ||||||||||||||||||
Real Estate Investments, Net | (34,100) | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 117,900 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | 0 | ||||||||||||||||||
CBRE [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Contribution of Property | 1,230,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 0 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 566,800 | ||||||||||||||||||
Real Estate Investments, Net | 202,000 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | 461,200 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
685 Fifth Avenue | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 97.03% | ||||||||||||||||||
Real Estate Investment Property, Net | $ 652,600 | ||||||||||||||||||
685 Fifth Avenue | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cumulative Return On Preferred Equity Interest | 7.00% | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.97% | ||||||||||||||||||
Repayments of Notes Payable | $ 3,360 | ||||||||||||||||||
Common Equity Interest Converted To Preferred Equity Interest | $ 150,000 | ||||||||||||||||||
685 Fifth Avenue | Affiliated Entity | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 111,100 | 111,100 | |||||||||||||||||
530 Fifth Avenue [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 90.23% | ||||||||||||||||||
Real Estate Investment Property, Net | $ 334,000 | ||||||||||||||||||
530 Fifth Avenue [Member] | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cumulative Return On Preferred Equity Interest | 7.00% | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 9.77% | ||||||||||||||||||
Repayments of Notes Payable | $ 9,750 | ||||||||||||||||||
Common Equity Interest Converted To Preferred Equity Interest | 48,100 | ||||||||||||||||||
530 Fifth Avenue [Member] | Affiliated Entity | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 51,800 | $ 51,800 | |||||||||||||||||
Ala Moana [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 62.50% | 50.00% | |||||||||||||||||
Contribution of Property | $ 5,045,900 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 0 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 1,900,000 | ||||||||||||||||||
Real Estate Investments, Net | 112,300 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 0 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 280,900 | ||||||||||||||||||
Ridgedale Center [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 300,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 0 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 167,000 | ||||||||||||||||||
Real Estate Investments, Net | 153,600 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ (20,600) | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Cumberland Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 400,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 0 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 160,000 | ||||||||||||||||||
Real Estate Investments, Net | 7,700 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 232,300 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
The Parks at Arlington [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 530,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 0 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 239,800 | ||||||||||||||||||
Real Estate Investments, Net | 40,700 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 249,500 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Baybrook Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 693,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ (400) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 240,300 | ||||||||||||||||||
Real Estate Investments, Net | 74,300 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 378,000 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Woodbridge Center [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 50.00% | 25.0005% | |||||||||||||||||
Contribution of Property | $ 1,036,900 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 3,000 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 550,000 | ||||||||||||||||||
Real Estate Investments, Net | (34,700) | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 0 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 159,400 | ||||||||||||||||||
Tucson Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 260,100 | ||||||||||||||||||
Business Acquisition, Transaction Costs | 1,000 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 246,000 | ||||||||||||||||||
Real Estate Investments, Net | 25,700 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ (10,600) | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | 0 | ||||||||||||||||||
218 West 57th Street [Member] | Thor Equities | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Repayments of Notes Payable | $ 12,300 | ||||||||||||||||||
Future Fund [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Contribution of Property | 5,970,800 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 34,000 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 3,601,400 | ||||||||||||||||||
Real Estate Investments, Net | 797,300 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | 1,410,000 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 18,500 | ||||||||||||||||||
Authentic Brands Group, LLC | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Investment in Unconsolidated Real Estate Affiliates, net (cost method) | $ 30,500 | ||||||||||||||||||
Boise Towne Square [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 354,500 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 2,200 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 142,000 | ||||||||||||||||||
Real Estate Investments, Net | 41,600 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 173,100 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Columbiana Centre [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 268,800 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ (1,700) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 137,300 | ||||||||||||||||||
Real Estate Investments, Net | 1,000 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 128,800 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Coronado Center [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 359,200 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 1,000 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 182,800 | ||||||||||||||||||
Real Estate Investments, Net | 54,300 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 123,100 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Glenbrook Square [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 166,800 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 900 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 160,000 | ||||||||||||||||||
Real Estate Investments, Net | 500 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 7,200 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Governor Square [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 105,700 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 600 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 66,900 | ||||||||||||||||||
Real Estate Investments, Net | 39,800 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ (400) | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Lynnhaven Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 383,700 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 900 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 235,000 | ||||||||||||||||||
Real Estate Investments, Net | 40,900 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 108,700 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Market Place Shopping Center [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 153,100 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 2,600 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 113,400 | ||||||||||||||||||
Real Estate Investments, Net | 20,000 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 22,300 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Mizner Park [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 50.00% | 26.00% | |||||||||||||||||
Contribution of Property | $ 235,200 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 0 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 0 | ||||||||||||||||||
Real Estate Investments, Net | 39,100 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 0 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 18,500 | ||||||||||||||||||
Northridge Fashion Center [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 584,700 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 1,600 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 221,100 | ||||||||||||||||||
Real Estate Investments, Net | 79,000 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 286,200 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Oglethorpe Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 203,100 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 800 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 149,800 | ||||||||||||||||||
Real Estate Investments, Net | 8,500 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 45,600 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Park Place [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 269,600 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 1,200 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 176,800 | ||||||||||||||||||
Real Estate Investments, Net | 84,600 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 9,400 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Pembroke Lakes Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 471,100 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 900 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 260,000 | ||||||||||||||||||
Real Estate Investments, Net | 40,100 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 171,900 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Riverchase [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 260,900 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 6,600 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 164,200 | ||||||||||||||||||
Real Estate Investments, Net | 110,000 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ (6,700) | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
The Crossroads [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 108,800 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 3,100 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 92,000 | ||||||||||||||||||
Real Estate Investments, Net | 15,200 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 4,700 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
The Gallery at Harborplace [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 122,300 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 1,100 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 74,100 | ||||||||||||||||||
Real Estate Investments, Net | 37,800 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 11,500 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
The Maine Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 339,700 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 1,800 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 235,000 | ||||||||||||||||||
Real Estate Investments, Net | 4,800 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 101,700 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
The Oaks Mall | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 160,200 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 800 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 125,100 | ||||||||||||||||||
Real Estate Investments, Net | 36,000 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ (100) | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Westroads Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 287,400 | ||||||||||||||||||
Business Acquisition, Transaction Costs | 900 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 141,300 | ||||||||||||||||||
Real Estate Investments, Net | 68,800 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 78,200 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | 0 | ||||||||||||||||||
White Marsh Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Contribution of Property | 6,082,800 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 3,000 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 2,450,000 | ||||||||||||||||||
Real Estate Investments, Net | 77,600 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | 0 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 440,300 | ||||||||||||||||||
Baybrook Lifestyle [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 53.00% | 29.15% | |||||||||||||||||
Contribution of Property | $ 297,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ (100) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 140,000 | ||||||||||||||||||
Real Estate Investments, Net | 17,900 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 0 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 19,400 | ||||||||||||||||||
The Shops at La Cantera [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 75.00% | 37.50% | |||||||||||||||||
Contribution of Property | $ 857,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ (400) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 350,000 | ||||||||||||||||||
Real Estate Investments, Net | 38,600 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 342,000 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
The Mall in Columbia [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 50.00% | |||||||||||||||||
Contribution of Property | $ 851,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | (500) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 332,300 | ||||||||||||||||||
Real Estate Investments, Net | 256,600 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 261,600 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | 0 | ||||||||||||||||||
TIAA [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Contribution of Property | 2,698,000 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ (1,400) | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 1,062,600 | ||||||||||||||||||
Real Estate Investments, Net | 387,400 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | 981,600 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 19,400 | ||||||||||||||||||
White Marsh Mall [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 233,500 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 700 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 190,000 | ||||||||||||||||||
Real Estate Investments, Net | 16,100 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ 28,100 | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 | ||||||||||||||||||
Woodbridge Center [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 100.00% | 51.00% | |||||||||||||||||
Contribution of Property | $ 247,600 | ||||||||||||||||||
Business Acquisition, Transaction Costs | $ 6,700 | ||||||||||||||||||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 245,100 | ||||||||||||||||||
Real Estate Investments, Net | $ 10,700 | ||||||||||||||||||
Gain from changes in control of investment properties and other, net | $ (1,500) | ||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 0 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in real estate (1) | $ 62,490,000 | $ 62,490,000 | |||
Provision for impairment | 7,487,000 | $ 0 | 45,866,000 | $ 0 | |
Carrying Amount | |||||
Fixed-rate debt | 6,448,841,000 | 6,448,841,000 | $ 10,420,252,000 | ||
Variable-rate debt | 6,563,890,000 | 6,563,890,000 | 2,412,207,000 | ||
Total Mortgages, notes and loans payable | 13,012,731,000 | 13,012,731,000 | 12,832,459,000 | ||
Estimated Fair Value | |||||
Fixed-rate debt | 6,390,026,000 | 6,390,026,000 | 10,467,262,000 | ||
Variable-rate debt | 6,661,291,000 | 6,661,291,000 | 2,415,457,000 | ||
Total long-term debt, fair value | 13,051,317,000 | 13,051,317,000 | 12,882,719,000 | ||
Market rate adjustments | 8,200,000 | 8,200,000 | 23,500,000 | ||
Deferred Finance Costs, Net | 131,400,000 | $ 131,400,000 | $ 30,300,000 | ||
Variable rate basis | LIBOR | ||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in real estate (1) | 0 | $ 0 | |||
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in real estate (1) | 0 | 0 | |||
Total Fair Value Measurement | Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments in real estate (1) | $ 62,490,000 | $ 62,490,000 |
UNCONSOLIDATED REAL ESTATE AF_3
UNCONSOLIDATED REAL ESTATE AFFILIATES - Summarized Financial Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
Aug. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Assets: | |||||||||
Land | $ 2,745,905 | $ 2,745,905 | $ 4,013,874 | ||||||
Buildings and equipment | 11,005,853 | 11,005,853 | 16,957,720 | ||||||
Less accumulated depreciation | (2,183,128) | (2,183,128) | (3,188,481) | ||||||
Construction in progress | 525,169 | 525,169 | 473,118 | ||||||
Net property and equipment | 12,093,799 | 12,093,799 | 18,256,231 | ||||||
Net investment in real estate | 17,290,912 | 17,290,912 | 21,633,343 | ||||||
Cash and cash equivalents | 260,716 | 260,716 | 164,604 | $ 311,107 | |||||
Accounts receivable, net | 221,535 | 221,535 | 334,081 | ||||||
Notes receivable | 335,943 | 335,943 | 417,558 | ||||||
Deferred expenses, net | 164,228 | 164,228 | 284,512 | ||||||
Prepaid expenses and other assets | 292,746 | 292,746 | 494,795 | ||||||
Total assets | 19,157,669 | 19,157,669 | 23,347,526 | ||||||
Liabilities and Owners' Equity: | |||||||||
Total liabilities, redeemable noncontrolling interests and equity | 19,157,669 | 19,157,669 | 23,347,526 | ||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||
Owners' equity | (1,780,541) | $ (8,389,330) | (1,780,541) | $ (8,389,330) | (8,900,408) | $ (8,700,729) | |||
Elimination of consolidated real estate investment interest through joint venture | 0 | 0 | (52,305) | ||||||
Retail investment, net | 10,965 | 10,965 | 16,091 | ||||||
Investment in Unconsolidated Real Estate Affiliates | 5,197,113 | 5,197,113 | 3,377,112 | ||||||
Liability - Investment in Unconsolidated Real Estate Affiliates | (123,701) | (123,701) | (21,393) | ||||||
Revenues: | |||||||||
Minimum rents | 309,983 | 363,857 | 1,057,817 | 1,062,075 | |||||
Tenant recoveries | 133,103 | 160,755 | 446,260 | 485,737 | |||||
Overage rents | 4,681 | 4,582 | 14,853 | 13,799 | |||||
Other | 14,899 | 20,357 | 49,250 | 61,079 | |||||
Total revenues | 493,149 | 578,357 | 1,650,458 | 1,700,487 | |||||
Expenses: | |||||||||
Real estate taxes | 55,081 | 61,516 | 177,417 | 178,053 | |||||
Property maintenance costs | 8,381 | 10,281 | 34,070 | 35,980 | |||||
Marketing | 1,801 | 1,744 | 4,961 | 5,185 | |||||
Other property operating costs | 66,327 | 75,848 | 209,832 | 214,742 | |||||
Provision for doubtful accounts | 3,517 | 2,152 | 9,180 | 8,769 | |||||
Property management and other costs | 43,763 | 35,195 | 119,932 | 115,334 | |||||
General and administrative | 15,947 | 12,037 | 40,235 | 42,582 | |||||
Depreciation and amortization | 156,401 | 161,278 | 515,437 | 505,875 | |||||
Total expenses | 562,864 | 360,051 | 1,361,089 | 1,106,520 | |||||
Operating income (loss) | (69,715) | 218,306 | 289,369 | 593,967 | |||||
Interest and dividend income | 7,240 | 15,948 | 25,906 | 51,336 | |||||
Interest expense | (144,632) | (135,980) | (423,120) | (402,512) | |||||
Provision for income taxes | 570,716 | (6,993) | 571,018 | (15,347) | |||||
Allocation to noncontrolling interests | $ (39,240) | (28,981) | (3,492) | $ (43,049) | (32,790) | (9,157) | |||
Net income attributable to common stockholders | 3,655,742 | 218,796 | 3,805,423 | 443,851 | |||||
Equity In Income of Unconsolidated Real Estate Affiliates: | |||||||||
Net income attributable to the ventures | $ 3,655,742 | 218,796 | $ 3,805,423 | 443,851 | |||||
Equity in income of Unconsolidated Real Estate Affiliates | 20,336 | 35,937 | 59,206 | 99,884 | |||||
Unconsolidated Properties | |||||||||
Assets: | |||||||||
Land | 3,555,900 | 3,555,900 | 2,908,181 | ||||||
Buildings and equipment | 22,824,411 | 22,824,411 | 14,014,665 | ||||||
Less accumulated depreciation | (4,142,134) | (4,142,134) | (3,794,792) | ||||||
Construction in progress | 518,835 | 518,835 | 545,305 | ||||||
Net property and equipment | 22,757,012 | 22,757,012 | 13,673,359 | ||||||
Net investment in real estate | 23,329,896 | 23,329,896 | 14,286,495 | ||||||
Cash and cash equivalents | 515,015 | 515,015 | 438,664 | ||||||
Accounts receivable, net | 361,217 | 361,217 | 386,634 | ||||||
Notes receivable | 21,149 | 21,149 | 15,058 | ||||||
Deferred expenses, net | 514,482 | 514,482 | 339,327 | ||||||
Prepaid expenses and other assets | 708,096 | 708,096 | 381,980 | ||||||
Total assets | 25,449,855 | 25,449,855 | 15,848,158 | ||||||
Liabilities and Owners' Equity: | |||||||||
Mortgages, notes and loans payable | 15,998,163 | 15,998,163 | 10,504,799 | ||||||
Accounts payable, accrued expenses and other liabilities | 1,099,667 | 1,099,667 | 1,115,549 | ||||||
Cumulative effect of foreign currency translation (CFCT) | (23,551) | (23,551) | (38,013) | ||||||
Owners' equity, excluding CFCT | 8,375,576 | 8,375,576 | 4,265,823 | ||||||
Total liabilities, redeemable noncontrolling interests and equity | 25,449,855 | 25,449,855 | 15,848,158 | ||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||
Owners' equity | 8,352,025 | 8,352,025 | 4,227,810 | ||||||
Less: joint venture partners' equity | (4,673,246) | (4,673,246) | (2,413,822) | ||||||
Plus: excess investment/basis differences | 1,353,185 | 1,353,185 | 1,547,462 | ||||||
Investment in Unconsolidated Real Estate Affiliates, net (equity method) | 5,031,964 | 5,031,964 | 3,361,450 | ||||||
Investment in Unconsolidated Real Estate Affiliates | 572,884 | 572,884 | 613,136 | ||||||
Cost-method Investments | |||||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||
Investment in Unconsolidated Real Estate Affiliates, net (cost method) | 30,483 | 30,483 | 30,483 | ||||||
Joint Venture Partner | |||||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||
Investment in Unconsolidated Real Estate Affiliates | 5,073,412 | 5,073,412 | $ 3,355,719 | ||||||
Unconsolidated Real Estate Affiliates | |||||||||
Revenues: | |||||||||
Minimum rents | 352,597 | 295,294 | 947,172 | 880,767 | |||||
Tenant recoveries | 146,992 | 124,927 | 388,742 | 366,869 | |||||
Overage rents | 8,160 | 7,110 | 19,789 | 17,302 | |||||
Condominium sales | 28,401 | 97,573 | 77,674 | 277,962 | |||||
Other | 16,278 | 12,894 | 47,280 | 38,736 | |||||
Total revenues | 552,428 | 537,798 | 1,480,657 | 1,581,636 | |||||
Expenses: | |||||||||
Real estate taxes | 47,160 | 39,731 | 121,516 | 107,195 | |||||
Property maintenance costs | 10,047 | 9,437 | 22,655 | 30,501 | |||||
Marketing | 4,379 | 4,771 | 13,296 | 13,249 | |||||
Other property operating costs | 71,226 | 60,147 | 184,218 | 170,076 | |||||
Condominium cost of sales | 20,701 | 71,336 | 56,625 | 202,860 | |||||
Provision for doubtful accounts | 3,882 | 473 | 7,802 | 4,495 | |||||
Property management and other costs | 25,821 | 23,102 | 71,681 | 61,472 | |||||
General and administrative | 566 | 292 | 2,232 | 1,355 | |||||
Depreciation and amortization | 174,295 | 128,800 | 458,617 | 378,531 | |||||
Total expenses | 358,077 | 338,089 | 938,642 | 969,734 | |||||
Operating income (loss) | 194,351 | 199,709 | 542,015 | 611,902 | |||||
Interest and dividend income | 1,763 | 2,987 | 5,187 | 8,530 | |||||
Interest expense | (149,139) | (123,014) | (369,786) | (348,195) | |||||
Provision for income taxes | (320) | (364) | (722) | (911) | |||||
Equity in gain (loss) of unconsolidated joint ventures | 555 | (4,715) | (17,116) | (15,426) | |||||
Income from continuing operations | 47,210 | 74,603 | 159,578 | 255,900 | |||||
Allocation to noncontrolling interests | (17) | (25) | (54) | (69) | |||||
Net income attributable to common stockholders | 47,193 | 74,578 | 159,524 | 255,831 | |||||
Equity In Income of Unconsolidated Real Estate Affiliates: | |||||||||
Net income attributable to the ventures | 47,193 | 74,578 | 159,524 | 255,831 | |||||
Joint venture partners' share of income | (16,287) | (30,050) | (64,528) | (116,372) | |||||
Elimination of loss (gain) from consolidated real estate investment with interest owned through joint venture | 53 | (77) | 679 | 1,363 | |||||
Gain (loss) on retail investment | 10,526 | 5,933 | 3,427 | (4,853) | |||||
Amortization of capital or basis differences | (21,149) | (14,447) | (39,896) | (36,085) | |||||
Equity in income of Unconsolidated Real Estate Affiliates | $ 20,336 | $ 35,937 | $ 59,206 | $ 99,884 |
UNCONSOLIDATED REAL ESTATE AF_4
UNCONSOLIDATED REAL ESTATE AFFILIATES - Additional Information (Details) $ in Millions | Jul. 12, 2017USD ($) | Sep. 30, 2018USD ($)joint_ventureproperty | Dec. 31, 2017USD ($) | Nov. 11, 2015USD ($) | Sep. 17, 2015USD ($) |
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Noncash or Part Noncash Acquisition, Interest Acquired | 7.30% | ||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 80 | ||||
Ownership in Investment Properties by Joint Venture Percentage | 22.30% | ||||
Unconsolidated Properties | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt | $ 7,500 | 5,100 | |||
Number of unconsolidated properties with retained debt | joint_venture | 1 | ||||
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates | $ 83.7 | $ 85.2 | |||
United States | Regional Malls | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Number of real estate properties in portfolio | property | 125 | ||||
United States | Unconsolidated Real Estate Affiliates | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Number of Joint Ventures in which Entity Holds Interest | property | 27 | ||||
United States | Unconsolidated Real Estate Affiliates | Regional Malls | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Number of real estate properties in portfolio | property | 66 | ||||
Brazil | Unconsolidated Real Estate Affiliates | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Number of Joint Ventures in which Entity Holds Interest | joint_venture | 1 | ||||
GS Portfolio Holdings II | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Ownership Interest Acquired, Number of Properties | 4 | ||||
GS Portfolio Holdings | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 127.4 | ||||
GS Portfolio Holdings | GS Portfolio Holdings | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Ownership Interest Acquired, Number of Properties | 5 | ||||
AHC September 2015 Note | Ashkenazy | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 40.4 | ||||
AHC November 2015 Note | Ashkenazy | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 57.6 | ||||
Seritage Growth Properties | Seritage Growth Properties | |||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | |||||
Ownership in Investment Properties by Joint Venture Percentage | 50.00% | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||||
Ownership Interest Acquired, Number of Properties | 8 |
MORTGAGES, NOTES AND LOANS PA_3
MORTGAGES, NOTES AND LOANS PAYABLE (Details) | Apr. 25, 2016USD ($)Assetextension_option | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($)transactionAsset | Dec. 31, 2006USD ($) | Oct. 01, 2018USD ($) |
Mortgages, notes and loans payable | |||||
Deferred Finance Costs, Net | $ 131,400,000 | $ 30,300,000 | |||
Percent Recourse Subsequent to Refinancing | 50.00% | ||||
Extension Period | 1 year | ||||
Fixed-rate debt | 6,448,841,000 | 10,420,252,000 | |||
Variable-rate debt | 6,563,890,000 | 2,412,207,000 | |||
Mortgages Held-for-sale, Fair Value Disclosure | 100,000,000 | ||||
Total Mortgages, notes and loans payable | $ 13,012,731,000 | $ 12,832,459,000 | |||
Weighted-average fixed interest rate (as a percent) | 4.40% | 4.41% | |||
Weighted-average variable interest rate (as a percent) | 4.42% | 3.39% | |||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.41% | 4.22% | |||
Mortgage loan, term to maturity | 10 years | ||||
Debt Instrument Maturity Number of Extensions | extension_option | 2 | ||||
Market rate adjustments | $ 8,200,000 | $ 23,500,000 | |||
Secured Debt Cross Collateralized with Other Properties | $ 1,400,000,000 | $ 1,400,000,000 | |||
Number of Properties Subject to Collateralized Debt Obligations | Asset | 15 | 14 | |||
Mortgage loan balance | $ 275,000,000 | $ 325,000,000 | |||
Mortgage Loans on Real Estate, Interest Rate | 4.53% | 3.984% | |||
Debt, Weighted Average Interest Rate | 4.56% | 0.00% | |||
Long-term Line of Credit | $ 347,000,000 | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Variable rate basis | LIBOR | ||||
Outstanding letter of credit and surety bonds | $ 42,400,000 | $ 51,300,000 | |||
GGP Capital Trust I | |||||
Mortgages, notes and loans payable | |||||
Issuance of trust preferred securities | $ 200,000,000 | ||||
Issuance of Equity Securities | $ 6,200,000 | ||||
Variable rate basis | LIBOR | ||||
Trust Preferred Securities, basis spread on variable rate | 1.45% | ||||
Term Loan A-1 | |||||
Mortgages, notes and loans payable | |||||
Unsecured Debt | $ 900,000,000 | ||||
Term Loan A-2 | |||||
Mortgages, notes and loans payable | |||||
Unsecured Debt | 2,000,000,000 | ||||
Revolving Credit Facility | |||||
Mortgages, notes and loans payable | |||||
Variable-rate debt | $ 5,057,500,000 | $ 0 | |||
Weighted-average variable interest rate (as a percent) | 4.56% | 0.00% | |||
Maximum borrowing capacity | $ 1,500,000,000 | ||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,500,000,000 | ||||
Long-term Line of Credit | $ 347,000,000 | ||||
Revolving Credit Facility | Minimum | |||||
Mortgages, notes and loans payable | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | ||||
Debt Instrument, Interest Rate During Period | 0.30% | ||||
Revolving Credit Facility | Maximum | |||||
Mortgages, notes and loans payable | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | ||||
Debt Instrument, Interest Rate During Period | 0.90% | ||||
Term Loan B | |||||
Mortgages, notes and loans payable | |||||
Unsecured Debt | $ 2,000,000,000 | ||||
Revolver Net of Financing Costs | |||||
Mortgages, notes and loans payable | |||||
Variable-rate debt | 4,957,767,000 | $ (6,421,000) | |||
Secured Debt | |||||
Mortgages, notes and loans payable | |||||
Fixed-rate debt | 6,448,841,000 | 10,420,252,000 | |||
Variable-rate debt | 1,606,123,000 | $ 2,418,628,000 | |||
Total Mortgages, notes and loans payable | $ 8,054,964,000 | ||||
Weighted-average fixed interest rate (as a percent) | 4.40% | 4.41% | |||
Weighted-average variable interest rate (as a percent) | 3.97% | 3.39% | |||
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral | $ 12,800,000,000 | ||||
Secured Debt Cross Collateralized with Other Properties | 1,400,000,000 | ||||
Amount of recourse fixed and variable rate debt | 689,600,000 | ||||
Revolving Credit Facility | |||||
Mortgages, notes and loans payable | |||||
Deferred Finance Costs, Net | $ 99,700,000 | $ 6,400,000 | |||
Junior subordinated notes | |||||
Mortgages, notes and loans payable | |||||
Weighted-average variable interest rate (as a percent) | 3.79% | 2.83% | |||
Mortgages, notes and loans payable | $ 206,200,000 | $ 206,200,000 | |||
Loans Payable | |||||
Mortgages, notes and loans payable | |||||
Repayments of Debt | $ 340,000,000 | $ 73,400,000 | |||
Debt, Weighted Average Interest Rate | 2.75% | 5.60% | |||
Collateralized Mortgage Note One | |||||
Mortgages, notes and loans payable | |||||
Mortgage loan balance | $ 190,000,000 | ||||
Collateralized Mortgage Note One | Thor Equities | |||||
Mortgages, notes and loans payable | |||||
Mortgage loan balance | $ 450,000,000 | ||||
Cross-collateralized | Secured Debt | |||||
Mortgages, notes and loans payable | |||||
Variable-rate debt | $ 1,400,000,000 | ||||
Loans Payable before Refinancing | |||||
Mortgages, notes and loans payable | |||||
Mortgage loan, term to maturity | 2 months 12 days | ||||
Collateralized Mortgage Note Four | |||||
Mortgages, notes and loans payable | |||||
Mortgage loan balance | $ 110,000,000 | ||||
Residential Mortgage [Member] | The Woodlands Mall [Member] | Long-term Debt | |||||
Mortgages, notes and loans payable | |||||
Debt face amount | $ 62,400,000 | ||||
Interest rate | 4.05% | ||||
Liability [Member] | Term Loan A-1 | |||||
Mortgages, notes and loans payable | |||||
Unsecured Debt | 700,000,000 | ||||
Affiliated Entity | Term Loan A-1 | |||||
Mortgages, notes and loans payable | |||||
Unsecured Debt | $ 200,000,000 | ||||
LIBOR | Term Loan A-1 | |||||
Mortgages, notes and loans payable | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
LIBOR | Term Loan A-2 | |||||
Mortgages, notes and loans payable | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
LIBOR | Term Loan B | |||||
Mortgages, notes and loans payable | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
LIBOR | Collateralized Mortgage Note One | Thor Equities | |||||
Mortgages, notes and loans payable | |||||
Interest rate | 0.0275 | ||||
LIBOR | Collateralized Mortgage Note Two | Thor Equities | |||||
Mortgages, notes and loans payable | |||||
Interest rate | 0.0325 | ||||
LIBOR | Collateralized Mortgage Note Four | |||||
Mortgages, notes and loans payable | |||||
Interest rate | 0.0325 | ||||
Affiliated Entity | Thor Equities | |||||
Mortgages, notes and loans payable | |||||
Number Of Transactions | transaction | 3 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended |
Sep. 30, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT | 90.00% |
Period of disqualification of REIT status | 4 years |
Tax Basis of Investments, Cost for Income Tax Purposes | $ 2,600,000,000 |
Deferred Tax Assets, Deferred Income | 571,100,000 |
Unrecognized tax benefits | $ 0 |
EQUITY AND REDEEMABLE NONCONT_3
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) | Nov. 01, 2018$ / shares | Aug. 28, 2018$ / sharesshares | Jul. 31, 2018$ / shares | May 03, 2018$ / shares | Feb. 07, 2018$ / shares | Oct. 31, 2017$ / shares | Aug. 02, 2017$ / shares | May 01, 2017$ / shares | Jan. 30, 2017$ / shares | Feb. 13, 2013USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Aug. 27, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Aug. 27, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares |
Equity and redeemable noncontrolling interest | ||||||||||||||||||
Redeemable noncontrolling interests | $ 73,581,000 | $ 73,581,000 | $ 73,581,000 | $ 248,126,000 | ||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||||
Beginning balance | $ 8,900,408,000 | 8,900,408,000 | $ 8,700,729,000 | |||||||||||||||
Other comprehensive income (loss) | (2,463,000) | $ 3,893,000 | (12,786,000) | 2,756,000 | ||||||||||||||
Ending balance | 1,780,541,000 | 1,780,541,000 | 8,389,330,000 | 1,780,541,000 | 8,389,330,000 | |||||||||||||
Allocation to Noncontrolling Interests | ||||||||||||||||||
Distributions to preferred Operating Partnership units | $ (450,000) | (1,554,000) | (874,000) | (1,711,000) | (2,814,000) | (3,889,000) | ||||||||||||
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | (30,425,000) | (1,846,000) | (31,803,000) | (3,097,000) | ||||||||||||||
Net Income (Loss) Distributed to General Operating Partnership LTIP Units | (7,835,000) | (515,000) | (8,159,000) | (1,068,000) | ||||||||||||||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | 10,833,000 | (257,000) | 9,986,000 | (1,103,000) | ||||||||||||||
Allocation to noncontrolling interests | $ (39,240,000) | (28,981,000) | (3,492,000) | (43,049,000) | (32,790,000) | (9,157,000) | ||||||||||||
Other comprehensive loss allocation to noncontrolling interests | (124,000) | (182,000) | (39,000) | 133,000 | ||||||||||||||
Comprehensive (income) loss allocated to noncontrolling interests | (29,105,000) | (3,674,000) | (32,829,000) | (9,024,000) | ||||||||||||||
Activity of redeemable noncontrolling interests | ||||||||||||||||||
Balance at the beginning of the period | $ 0 | 0 | 262,727,000 | |||||||||||||||
Net income (loss) | 31,803,000 | 3,097,000 | ||||||||||||||||
Distributions | (3,685,000) | (4,731,000) | ||||||||||||||||
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units | 40,294,000 | 651,000 | ||||||||||||||||
Noncontrolling Interest in Net Income (Loss) Other Noncontrolling Interests, Redeemable | (85,818,000) | |||||||||||||||||
Other comprehensive income (loss) | (133,000) | |||||||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | (39,000) | (34,123,000) | ||||||||||||||||
Reclassification of Mezzanine Equity to Permanent Equity | (37,840,000) | |||||||||||||||||
Balance at the end of the period | $ 3,080,808,000 | $ 3,080,808,000 | $ 226,186,000 | 3,080,808,000 | $ 226,186,000 | |||||||||||||
Dividends | 60,673,000 | |||||||||||||||||
Recapitalization Costs | $ 21,923,000 | |||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.32 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.315 | $ 0 | $ 0.22 | $ 0.44 | $ 0.66 | ||||||
Number of business days preceding the record date of dividend for enrolling in DRIP | 4 days | |||||||||||||||||
Cash dividends reinvested (DRIP) in stock (in shares) | shares | 0 | 34,625 | ||||||||||||||||
Conversion of preferred share per common share issued upon conversion | shares | 0.016256057 | 0.016256057 | 0.016256057 | |||||||||||||||
Shares, Outstanding | shares | 162,323,967 | 147,477,653 | 147,477,653 | 147,477,653 | ||||||||||||||
Preferred Stock dividends declared (in dollars per share) | $ / shares | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | |||||||||||
Preferred Stock, Liquidation Preference, Value | $ 50 | $ 50 | $ 50 | |||||||||||||||
Dividends, Preferred Stock, Cash | 11,952,000 | $ 11,952,000 | ||||||||||||||||
Common stock, shares issued (in shares) | shares | 1,040,382,900 | |||||||||||||||||
Common Stock, Other Value, Outstanding | $ 0.324405869 | $ 0.324405869 | $ 0.324405869 | |||||||||||||||
6.375% series A cumulative redeemable perpetual preferred stock | ||||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 25 | |||||||||||||||||
Redemption price per share (in dollars per share) | $ / shares | $ 25 | $ 25 | $ 25 | |||||||||||||||
Number of preferred shares redeemed through public offering | shares | 10,000,000 | |||||||||||||||||
Preferred shares dividend (as a percent) | 6.375% | |||||||||||||||||
Net proceeds from preferred shares issued after issuance costs | $ 242,000,000 | |||||||||||||||||
Conversion of preferred share per common share issued upon conversion | shares | 2.4679 | 2.4679 | 2.4679 | |||||||||||||||
Series D [Domain] | ||||||||||||||||||
Equity and redeemable noncontrolling interest | ||||||||||||||||||
Conversion ratio for convertible common units to common stock | 1.50821 | |||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Shares, Outstanding | shares | 532,749.6574 | 532,749.6574 | 532,749.6574 | |||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 50 | $ 50 | $ 50 | |||||||||||||||
Preferred Stock Conversions, Inducements | 33.151875 | |||||||||||||||||
Dividends, Preferred Stock, Cash | $ 21.9097 | |||||||||||||||||
Series K [Domain] | ||||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Conversion of preferred share per common share issued upon conversion | shares | 0.40682134 | 0.40682134 | 0.40682134 | |||||||||||||||
Common stock, shares issued (in shares) | shares | 1,044,082 | 1,044,082 | 1,044,082 | |||||||||||||||
Series E [Domain] | ||||||||||||||||||
Equity and redeemable noncontrolling interest | ||||||||||||||||||
Conversion ratio for convertible common units to common stock | 1.29836 | |||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Shares, Outstanding | shares | 502,657.8128 | 502,657.8128 | 502,657.8128 | |||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 50 | $ 50 | $ 50 | |||||||||||||||
Preferred Stock Conversions, Inducements | 38.51 | |||||||||||||||||
Dividends, Preferred Stock, Cash | 18.8613 | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||||
Beginning balance | $ (82,229,000) | (82,229,000) | $ (71,593,000) | $ (71,906,000) | (71,906,000) | (70,456,000) | ||||||||||||
Ending balance | (84,692,000) | (84,692,000) | (67,700,000) | (84,692,000) | (67,700,000) | |||||||||||||
Foreign currency translation | ||||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||||
Beginning balance | (82,353,000) | (82,353,000) | (71,708,000) | (72,022,000) | (72,022,000) | (70,560,000) | ||||||||||||
Other comprehensive income (loss) | (2,471,000) | 3,884,000 | (12,802,000) | 2,736,000 | ||||||||||||||
Ending balance | (84,824,000) | (84,824,000) | (67,824,000) | (84,824,000) | (67,824,000) | |||||||||||||
Net unrealized gains (losses) on other financial instruments | ||||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||||
Beginning balance | $ 124,000 | 124,000 | 115,000 | $ 116,000 | 116,000 | 104,000 | ||||||||||||
Other comprehensive income (loss) | 8,000 | 9,000 | 16,000 | 20,000 | ||||||||||||||
Ending balance | $ 132,000 | $ 132,000 | $ 124,000 | $ 132,000 | $ 124,000 | |||||||||||||
Series B [Domain] | ||||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Shares, Outstanding | shares | 9,717.658 | 9,717.658 | 9,717.658 | |||||||||||||||
Common stock, shares issued (in shares) | shares | 4,176,972.006 | 4,176,972.006 | 4,176,972.006 | |||||||||||||||
Subsequent Event | ||||||||||||||||||
Common Stock Dividend | ||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.315 | |||||||||||||||||
Preferred Stock dividends declared (in dollars per share) | $ / shares | $ 0.3984 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 27, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Aug. 28, 2018 | |
Basic and diluted | ||||||||
Shares, Outstanding | 147,477,653 | 147,477,653 | 162,323,967 | |||||
Numerators - Basic and Diluted: | ||||||||
Net income | $ 3,698,966 | $ 3,712,255 | $ 226,272 | $ 3,860,424 | $ 3,873,714 | $ 464,960 | ||
Preferred Stock dividends | (3,984) | (3,984) | (11,952) | (11,952) | ||||
Allocation to noncontrolling interests | (39,240) | (28,981) | (3,492) | (43,049) | (32,790) | (9,157) | ||
Net income attributable to common stockholders | 3,655,742 | 218,796 | 3,805,423 | 443,851 | ||||
Net Income (Loss) Distributed to Preferred Operating Partnership Units | 450 | $ 1,554 | $ 874 | 1,711 | $ 2,814 | $ 3,889 | ||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 3,656,192 | $ 3,807,134 | ||||||
Denominators: | ||||||||
Weighted-average number of common shares outstanding - basic | 777,208,000 | 878,663,000 | 914,066,000 | 881,786,000 | ||||
Effect of dilutive securities | 3,822,000 | 61,521,000 | 3,831,000 | 63,207,000 | ||||
Weighted-average number of common shares outstanding - diluted | 781,030,000 | 940,184,000 | 917,897,000 | 944,993,000 | ||||
Anti-dilutive Securities | 7,159,000 | 11,693,000 | 9,410,000 | 9,357,000 | ||||
Common stock in treasury (in shares) | 55,969,390 | 55,969,390 | 55,969,390 | |||||
Common Stock, Shares Owned | 27,459,195 | 27,459,195 | ||||||
Preferred Units | ||||||||
Denominators: | ||||||||
Anti-dilutive Securities | 1,514,000 | 1,514,000 | ||||||
Common Units | ||||||||
Denominators: | ||||||||
Anti-dilutive Securities | 5,438,000 | 8,374,000 | 7,662,000 | 5,991,000 | ||||
LTIP Common Units | ||||||||
Denominators: | ||||||||
Anti-dilutive Securities | 1,721,000 | 1,805,000 | 1,748,000 | 1,852,000 | ||||
Abu Dhabi Investment Authority [Member] | ||||||||
Basic and diluted | ||||||||
Number of warrants exercised | 83,866,187 |
STOCK-BASED COMPENSATION PLAN_2
STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jan. 01, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Stock-Based Compensation Plans | |||||||
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis | 4.00% | 4.00% | |||||
Maximum number of shares that can be granted to participant | 4,000,000 | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 16,864 | ||||||
Restricted Stock | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,009,576 | 1,009,576 | 1,089,364 | 476,686 | 1,014,640 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 22.49 | $ 22.49 | $ 25.29 | $ 27.11 | $ 25.83 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,074,137 | 808,448 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 21.52 | $ 25.30 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (394,995) | (170,137) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 23.69 | $ 26.78 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (123,232) | (100,357) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 24.42 | $ 26.02 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (635,698) | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 24.52 | $ 0 | |||||
Stock options | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (14,081,389) | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 17.85 | $ 0 | |||||
Stock options | Maximum | Certain employees | |||||||
Stock-Based Compensation Plans | |||||||
Term of awards | 10 years | ||||||
Retained Earnings | |||||||
Stock-Based Compensation Plans | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 16,864 | ||||||
Accounting Standards Update 2016-09 | Additional Paid-in Capital | |||||||
Stock-Based Compensation Plans | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ (3,000) | ||||||
Accounting Standards Update 2016-09 | Retained Earnings | |||||||
Stock-Based Compensation Plans | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 3,000 |
STOCK-BASED COMPENSATION PLAN_3
STOCK-BASED COMPENSATION PLANS (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 29,990 | $ 8,317 | $ 43,806 | $ 31,526 | |||
Granted (in shares) | 999,678,000 | ||||||
Exercised (in shares) | (443,221) | ||||||
Stock options | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,018,818 | 1,018,818 | 14,427,103 | 14,681,821 | 15,277,189 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 19.76 | $ 19.76 | $ 17.84 | $ 17.85 | $ 17.90 | ||
Granted (in shares) | 1,068,818 | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 19.70 | $ 0 | |||||
Exercised (in shares) | (338,715) | (443,221) | |||||
Exercised (in dollars per share) | $ 16.55 | $ 18.05 | |||||
Forfeited (in shares) | (1,082) | (148,040) | |||||
Forfeited (in dollars per share) | $ 28.86 | $ 22.31 | |||||
Expired (in shares) | (55,917) | (4,107) | |||||
Expired (in dollars per share) | $ 23.27 | $ 28.86 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (14,081,389) | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 17.85 | $ 0 | |||||
Stock options | Property management and other costs | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 41 | 811 | $ 188 | $ 2,766 | |||
Stock options | General and administrative | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | 38 | 1,814 | $ 112 | $ 6,449 | |||
Restricted Stock | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (635,698) | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 24.52 | $ 0 | |||||
Restricted Stock | Property management and other costs | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | 5,952 | 1,366 | $ 9,056 | $ 4,424 | |||
Restricted Stock | General and administrative | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 10,231 | 540 | $ 12,125 | $ 2,368 | |||
LTIP Common Units | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,842,724 | 3,842,724 | 4,747,664 | 4,747,664 | 4,345,912 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 25.96 | $ 25.96 | $ 26.98 | $ 27.02 | $ 27.27 | ||
Granted (in shares) | 1,387,289 | 553,526 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 22.51 | $ 25.38 | |||||
Exercised (in shares) | (73,660) | (92,880) | |||||
Exercised (in dollars per share) | $ 28.95 | $ 29.15 | |||||
Forfeited (in shares) | (1,014,366) | (58,894) | |||||
Forfeited (in dollars per share) | $ 25.83 | $ 26.77 | |||||
Expired (in shares) | 0 | 0 | |||||
Expired (in dollars per share) | $ 0 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (1,204,203) | 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 25.93 | $ 0 | |||||
LTIP Common Units | Property management and other costs | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 552 | 397 | $ 1,187 | $ 1,189 | |||
LTIP Common Units | General and administrative | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 13,176 | $ 3,389 | $ 21,138 | $ 14,330 |
STOCK-BASED COMPENSATION PLAN_4
STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Shares | ||
Granted (in shares) | 999,678,000 | |
Exercised (in shares) | (443,221) | |
LTIP Common Units | ||
Shares | ||
Stock options Outstanding at the beginning of the period (in shares) | 4,747,664 | |
Granted (in shares) | 1,387,289 | 553,526 |
Exercised (in shares) | (73,660) | (92,880) |
Forfeited (in shares) | (1,014,366) | (58,894) |
Expired (in shares) | 0 | 0 |
Stock options Outstanding at the end of the period (in shares) | 3,842,724 | |
Weighted Average Exercise Price | ||
Stock options Outstanding at the beginning of the period (in dollars per share) | $ 26.98 | |
Granted (in dollars per share) | 22.51 | $ 25.38 |
Exercised (in dollars per share) | 28.95 | 29.15 |
Forfeited (in dollars per share) | 25.83 | 26.77 |
Expired (in dollars per share) | 0 | $ 0 |
Stock options Outstanding at the end of the period (in dollars per share) | $ 25.96 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | (1,204,203) | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 25.93 | $ 0 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Trade receivables | $ 87,659 | $ 109,968 |
Nontrade Receivables, Current | 4,333 | 4,776 |
Straight-line rent receivable | 144,137 | 233,630 |
Other accounts receivable | 3,588 | 5,165 |
Total accounts receivable | 239,717 | 353,539 |
Provision for doubtful accounts | (18,182) | (19,458) |
Total accounts receivable, net | $ 221,535 | $ 334,081 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) $ in Thousands | Jul. 12, 2017 | May 23, 2017 | Sep. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2017 | Jul. 07, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Notes receivable | $ 323,417 | $ 404,129 | ||||
Accrued interest | 12,526 | 13,429 | ||||
Total notes receivable | $ 335,943 | 417,558 | ||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 80,000 | |||||
Noncash or Part Noncash Acquisition, Interest Acquired | 7.30% | |||||
GS Portfolio Holdings II | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Ownership Interest Acquired, Number of Properties | 4 | |||||
730 5th Avenue | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 204,300 | $ 100,000 | ||||
730 5th Avenue Retail | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | 104,300 | |||||
Note Receivable Interest Rate Stated | 8.00% | |||||
Notes, Loans and Financing Receivable, Gross, Current | $ 177,500 | |||||
730 5th Avenue Office | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Note Receivable Interest Rate Stated | 8.00% | |||||
GS Portfolio Holdings | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 127,400 | |||||
Note Receivable Interest Rate Stated | 6.30% | |||||
Bayside May 2017 Note | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 19,100 | |||||
Note Receivable Interest Rate Stated | 12.20% |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Intangible assets: | |||
Gross Asset | $ 343,525 | $ 642,289 | |
Accumulated Amortization | (186,782) | (373,179) | |
Balance | 156,743 | 269,110 | |
Restricted cash | 44,817 | 67,335 | $ 70,663 |
Remaining prepaid expenses and other assets: | |||
Security and escrow deposits | 1,258 | 2,308 | |
Prepaid expenses | 39,377 | 54,987 | |
Other non-tenant receivables | 30,679 | 31,265 | |
Other | 19,872 | 69,790 | |
Total remaining prepaid expenses and other assets | 136,003 | 225,685 | |
Total prepaid expenses and other assets | 292,746 | 494,795 | |
Above-market tenant leases, net | |||
Intangible assets: | |||
Gross Asset | 169,299 | 411,789 | |
Accumulated Amortization | (128,698) | (313,228) | |
Balance | 40,601 | 98,561 | |
Below-market ground leases, net | |||
Intangible assets: | |||
Gross Asset | 62,720 | 118,994 | |
Accumulated Amortization | (8,282) | (14,870) | |
Balance | 54,438 | 104,124 | |
Real estate tax stabilization agreement, net | |||
Intangible assets: | |||
Gross Asset | 111,506 | 111,506 | |
Accumulated Amortization | (49,802) | (45,081) | |
Balance | $ 61,704 | $ 66,425 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Intangible liabilities: | ||
Gross Liability | $ 204,319 | $ 363,206 |
Accumulated Accretion | (78,557) | (168,736) |
Balance | 125,762 | 194,470 |
Remaining accounts payable and accrued expenses: | ||
Accrued interest | 31,401 | 43,874 |
Accounts payable and accrued expenses | 43,378 | 77,405 |
Accrued real estate taxes | 62,402 | 78,213 |
Deferred gains/income | 67,711 | 90,379 |
Accrued payroll and other employee liabilities | 51,589 | 54,520 |
Construction payable | 222,436 | 221,172 |
Tenant and other deposits | 16,669 | 32,106 |
Insurance reserve liability | 13,001 | 12,035 |
Capital lease obligations | 5,385 | 5,385 |
Conditional asset retirement obligation liability | 2,357 | 6,149 |
Other | 234,074 | 103,724 |
Total remaining Accounts payable and accrued expenses | 750,403 | 724,962 |
Total Accounts payable and accrued expenses | 876,165 | 919,432 |
Below-market tenant leases, net | ||
Intangible liabilities: | ||
Gross Liability | 203,565 | 348,984 |
Accumulated Accretion | (78,497) | (162,228) |
Balance | 125,068 | 186,756 |
Above-market headquarters office leases, net | ||
Intangible liabilities: | ||
Gross Liability | 0 | 4,342 |
Accumulated Accretion | 0 | (3,860) |
Balance | 0 | 482 |
Above-market ground leases, net | ||
Intangible liabilities: | ||
Gross Liability | 754 | 9,880 |
Accumulated Accretion | (60) | (2,648) |
Balance | $ 694 | $ 7,232 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Contractual rent expense, including participation rent | $ 1,982 | $ 2,177 | $ 6,323 | $ 6,562 |
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | $ 1,204 | $ 1,605 | $ 4,441 | $ 4,846 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 01, 2018 | Oct. 01, 2018 | Sep. 30, 2018 |
Subsequent Event [Line Items] | |||
Mortgages Held-for-sale, Fair Value Disclosure | $ 100,000,000 | ||
Oak View Mall [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Decrease, Forgiveness | $ 74,700,000 | ||
Long-term Debt | Hulen Mall [Member] | Residential Mortgage [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt face amount | $ 90,000,000 | ||
Interest rate | 2.80% | ||
Long-term Debt | Hulen Mall [Member] | Fixed Rate | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt face amount | $ 118,700,000 | ||
Interest rate | 4.2535% | ||
Long-term Debt | St. Louis Galleria [Domain] | Residential Mortgage [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt face amount | $ 265,000,000 | ||
Interest rate | 5.12% | ||
Long-term Debt | St. Louis Galleria [Domain] | Fixed Rate | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt face amount | $ 215,000,000 | ||
Interest rate | 3.44% |