Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 06, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-34948 | |
Entity Registrant Name | Brookfield Property REITĀ Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2963337 | |
Entity Address, Address Line One | 250 Vesey Street, 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281-1023 | |
City Area Code | 212 | |
Local Phone Number | 417-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,457,145 | |
Entity Central Index Key | 0001496048 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Nasdaq Global Select Market | Class A Stock, par value $.01 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Stock, par value $.01 per share | |
Trading Symbol | BPR | |
Security Exchange Name | NASDAQ | |
Nasdaq Global Select Market | 6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share | |
Trading Symbol | BPRAP |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Investment in real estate: | ||
Land | $ 3,234,324 | $ 2,706,701 |
Buildings and equipment | 11,785,472 | 10,774,079 |
Less accumulated depreciation | (2,457,103) | (2,214,603) |
Construction in progress | 83,122 | 576,695 |
Net property and equipment | 12,645,815 | 11,842,872 |
Investment in Unconsolidated Real Estate Affiliates | 4,935,345 | 5,385,582 |
Net investment in real estate | 17,581,160 | 17,228,454 |
Cash and cash equivalents | 189,212 | 247,019 |
Accounts receivable, net | 218,922 | |
Accounts receivable, net | 222,562 | |
Notes receivable | 44,550 | 256,937 |
Deferred expenses, net | 157,321 | 145,631 |
Prepaid expenses and other assets (see Notes 7 and 14) | 349,832 | 313,648 |
Deferred tax assets, net | 630,086 | 619,275 |
Total assets | 19,171,083 | 19,033,526 |
Liabilities: | ||
Mortgages, notes and loans payable (including related party debt - see Note 6) | 14,307,203 | 12,589,649 |
Investment in Unconsolidated Real Estate Affiliates | 85,633 | 124,627 |
Accounts payable and accrued expenses (see Notes 7 and 15) | 843,777 | 953,369 |
Dividend payable | 13,895 | 4,668 |
Junior subordinated notes | 206,200 | 206,200 |
Total liabilities | 15,456,708 | 13,878,513 |
Redeemable Class A equity interests | 1,394,910 | 2,305,895 |
Redeemable Noncontrolling Interest, Equity, Other, Carrying Amount | 62,264 | 73,696 |
Total redeemable interests | 1,457,174 | 2,379,591 |
Equity: | ||
Class B Stock | 4,782 | 4,547 |
Class C Stock: 1,000,000,000 shares authorized, $0.01 par value, 640,051,301 issued and outstanding as of September 30, 2019 and December 31, 2018 | 6,401 | 6,401 |
Common Stock: 965,000,000 shares authorized, $0.01 par value, no shares issued or outstanding as of September 30, 2019 and December 31, 2018 | 0 | 0 |
Preferred Stock: 500,000,000 shares authorized, $0.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018 | 242,042 | 242,042 |
Additional paid-in capital | 6,339,508 | 5,772,824 |
Retained earnings (accumulated deficit) | (5,686,823) | (4,721,335) |
Accumulated other comprehensive loss | (87,518) | (82,653) |
Total stockholders' equity | 818,392 | 1,221,826 |
Noncontrolling interests in Consolidated Real Estate Affiliates | 17,248 | 26,652 |
Noncontrolling interests of the Operating Partnership | 1,421,561 | 1,526,944 |
Total equity | 2,257,201 | 2,775,422 |
Total liabilities, redeemable interests and equity | $ 19,171,083 | $ 19,033,526 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common Stock, Shares Authorized | 965,000,000 | 965,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Issued | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 10,000,000 | 10,000,000 |
Common Class B | ||
Common Stock, Shares Authorized | 5,907,500,000 | 5,907,500,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 478,167,829 | 454,744,938 |
Common Stock, Shares, Outstanding | 478,167,829 | 454,744,938 |
Common Class C | ||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 640,051,301 | 640,051,301 |
Common Stock, Shares, Outstanding | 640,051,301 | 640,051,301 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Lease Income | $ 317,469 | $ 447,767 | $ 954,728 | $ 1,518,930 |
Management fees and other corporate revenues | 44,206 | 30,483 | 123,444 | 82,278 |
Other | 13,450 | 14,899 | 34,368 | 49,250 |
Total revenues | 375,125 | 493,149 | 1,112,540 | 1,650,458 |
Expenses: | ||||
Real estate taxes | 43,726 | 55,081 | 126,955 | 177,417 |
Property maintenance costs | 6,297 | 8,381 | 22,693 | 34,070 |
Marketing | 965 | 1,801 | 2,790 | 4,961 |
Other property operating costs | 45,271 | 66,327 | 129,768 | 209,832 |
Provision for doubtful accounts | 0 | 3,517 | 0 | 9,180 |
Property Management and Other Costs | 59,042 | 43,763 | 174,339 | 119,932 |
General and administrative | 4,929 | 15,947 | 15,661 | 40,235 |
Costs related to the BPY Transaction | 0 | 204,159 | 9,179 | 204,159 |
Provision for impairment | 38,794 | 7,487 | 223,142 | 45,866 |
Depreciation and amortization | 120,249 | 156,401 | 357,429 | 515,437 |
Total expenses | 319,273 | 562,864 | 1,061,956 | 1,361,089 |
Interest and dividend income | 12,138 | 7,240 | 23,451 | 25,906 |
Interest expense | (180,755) | (144,632) | (494,306) | (423,120) |
Loss on extinguishment of debt | (27,542) | 0 | (27,542) | 0 |
Gain from changes in control of investment properties and other, net | 39,712 | 2,850,017 | 39,712 | 2,862,681 |
(Loss) income before income taxes, equity in income of Unconsolidated Real Estate Affiliates and related gain on investment, and allocation to noncontrolling interests | (100,595) | 2,642,910 | (408,101) | 2,754,836 |
Benefit from income taxes | 14,021 | 570,716 | 6,068 | 571,018 |
Equity in income of Unconsolidated Real Estate Affiliates | 16,145 | 20,336 | 434 | 59,206 |
Unconsolidated Real Estate Affiliates - gain on investment, net | 33,640 | 478,293 | 137,994 | 488,654 |
Net (loss) income | (36,789) | 3,712,255 | (263,605) | 3,873,714 |
Allocation to noncontrolling interests | 3,366 | (28,981) | 34,617 | (32,790) |
Net (loss) income attributable to Brookfield Property REIT Inc. | $ (33,423) | $ 3,683,274 | $ (228,988) | $ 3,840,924 |
Common Stock Earnings Per Share (See Note 10): | ||||
Basic & diluted earnings per share class A stock (in dollars per share) | $ 0.330 | $ 0.315 | $ 0.990 | $ 0.315 |
Basic (in dollars per share) | 4.70 | 4.16 | ||
Diluted (in dollars per share) | $ 4.68 | $ 4.15 | ||
Comprehensive Income (Loss), Net: | ||||
Net (loss) income | $ (36,789) | $ 3,712,255 | $ (263,605) | $ 3,873,714 |
Other comprehensive income (loss) | ||||
Foreign currency translation | (5,472) | (2,347) | (4,745) | (12,764) |
Net unrealized gains (losses) on other financial instruments | (72) | 8 | (120) | 16 |
Other comprehensive income (loss) | (5,544) | (2,339) | (4,865) | (12,748) |
Comprehensive income (loss) | (42,333) | 3,709,916 | (268,470) | 3,860,966 |
Comprehensive loss (income) allocated to noncontrolling interests | 3,366 | (29,105) | 34,617 | (32,829) |
Comprehensive income (loss) attributable to Brookfield Property REIT Inc. | $ (38,967) | $ 3,680,811 | $ (233,853) | $ 3,828,137 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Common Stock in Treasury | Noncontrolling Interest [Member] | Common Class A | Common Class ACommon Stock | Common Class ARetained Earnings | Common Class B | Common Class BCommon Stock | Common Class BAdditional Paid-in Capital | Common Class BRetained Earnings | Common Class CCommon Stock | Redeemable Common Class A | Redeemable Common Class ACommon Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Redeemable Class A equity interests | $ 248,126 | ||||||||||||||||
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 & Stock Option Expense | 17,859 | 17,859 | |||||||||||||||
Restricted stock grants, net | 9,251 | 9,241 | 10 | 2,910 | |||||||||||||
Employee stock purchase program | 1,797 | 1,797 | |||||||||||||||
Stock options exercised | 4,975 | 4,972 | 3 | ||||||||||||||
Cash dividends reinvested (DRIP) in stock | 0 | (245) | 245 | ||||||||||||||
Other comprehensive income (loss) | (12,786) | (12,786) | |||||||||||||||
Dividends on classes of stock | (421,446) | (421,446) | |||||||||||||||
Cash distributions on Preferred Stock ($1.1952 per share) | (11,952) | (11,952) | |||||||||||||||
Adjust Mezzanine Equity to Fair Value | 40,294 | 40,294 | |||||||||||||||
OP unit conversion to common stock | 87,190 | 87,149 | 41 | ||||||||||||||
Special Pre-Closing Dividend | (9,188,882) | (9,152,446) | 36,436 | ||||||||||||||
BPR Equity Recapitalization | (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 | ||||||||||||||
Noncontrolling Interest, Increase from Business Combination | 1,470,857 | 1,470,857 | |||||||||||||||
Common stock fair value adjustments | 24,501 | 24,501 | (24,501) | ||||||||||||||
Conversion of shares | 306,490 | 306,347 | 143 | (306,490) | |||||||||||||
Dividends, Stock | 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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Redeemable Class A equity interests | 223,339 | ||||||||||||||||
Beginning balance at Jun. 30, 2018 | 8,634,062 | 242,042 | 11,880,450 | (2,396,371) | (82,229) | (1,122,640) | 102,666 | 10,144 | 0 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net income | 3,629,145 | 3,632,142 | (2,997) | $ 51,132 | |||||||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | (1,325) | (1,325) | |||||||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates | (423) | (3,808) | (4,231) | ||||||||||||||
Long Term Incentive Plan & Stock Option Expense | 13,225 | 13,225 | |||||||||||||||
Restricted stock grants, net | 4,244 | 4,244 | 2,910 | ||||||||||||||
Employee stock purchase program | (1) | (1) | |||||||||||||||
Stock options exercised | 857 | 856 | 1 | ||||||||||||||
Cash dividends reinvested (DRIP) in stock | 0 | ||||||||||||||||
Other comprehensive income (loss) | (2,463) | (2,463) | |||||||||||||||
Cash distributions on Preferred Stock ($1.1952 per share) | (3,984) | (3,984) | |||||||||||||||
Adjust Mezzanine Equity to Fair Value | 40,294 | 40,294 | |||||||||||||||
OP unit conversion to common stock | 85,821 | 85,781 | 40 | ||||||||||||||
Special Pre-Closing Dividend | (9,188,882) | (9,152,446) | (36,436) | ||||||||||||||
BPR Equity Recapitalization | (21,923) | ||||||||||||||||
BPR Equity Recapitalization | (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 | ||||||||||||||
Noncontrolling Interest, Increase from Business Combination | 1,470,857 | ||||||||||||||||
Common stock fair value adjustments | 24,501 | 24,501 | (24,501) | ||||||||||||||
Conversion of shares | 306,490 | 306,347 | 143 | (306,490) | |||||||||||||
Fair value adjustment for noncontrolling interest in Operating Partnership | (22,395) | (22,395) | |||||||||||||||
Dividends, Stock | 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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Redeemable Class A equity interests | 73,581 | ||||||||||||||||
Redeemable Class A equity interests | 2,305,895 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | 2,775,422 | 242,042 | 5,772,824 | (4,721,335) | (82,653) | 0 | 1,553,596 | 0 | 4,547 | 6,401 | 2,305,895 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net income | (354,940) | (315,935) | (39,005) | 86,947 | |||||||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | (76,241) | (76,241) | |||||||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates | 1,188 | 1,188 | |||||||||||||||
Long Term Incentive Plan & Stock Option Expense | 653 | $ 653 | |||||||||||||||
Restricted stock grants, net | 0 | 7,288 | |||||||||||||||
Cash dividends reinvested (DRIP) in stock | (212) | (941) | 729 | ||||||||||||||
Other comprehensive income (loss) | (4,865) | (4,865) | |||||||||||||||
Dividends on classes of stock | (651,098) | (651,098) | (86,947) | ||||||||||||||
Cash distributions on Preferred Stock ($1.1952 per share) | (11,952) | (11,952) | |||||||||||||||
Buyback of stock | $ 5,283 | $ 5,283 | $ (224,524) | (105) | $ (158,517) | $ (65,902) | (120,210) | ||||||||||
Conversion of shares | 798,063 | 725,201 | 72,522 | 340 | (798,063) | ||||||||||||
Ending balance at Sep. 30, 2019 | 2,257,201 | 242,042 | 6,339,508 | (5,686,823) | (87,518) | 0 | 1,438,809 | 0 | 4,782 | 6,401 | 1,394,910 | ||||||
Beginning balance at Jun. 30, 2019 | 2,060,136 | 242,042 | 6,087,409 | (5,652,263) | (81,974) | 0 | 1,453,857 | 0 | 4,664 | 6,401 | 1,674,301 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net income | (61,035) | (56,318) | (4,717) | $ 22,900 | |||||||||||||
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | (14,538) | (14,538) | |||||||||||||||
Acquisition/disposition of partner's noncontrolling interests in consolidated Real Estate Affiliates | 4,392 | 4,392 | |||||||||||||||
Long Term Incentive Plan & Stock Option Expense | 223 | 223 | |||||||||||||||
Restricted stock grants, net | 0 | 1,990 | |||||||||||||||
Other comprehensive income (loss) | (5,544) | (5,544) | |||||||||||||||
Dividends on classes of stock | 0 | (22,900) | |||||||||||||||
Cash distributions on Preferred Stock ($1.1952 per share) | (3,984) | (3,984) | |||||||||||||||
Buyback of stock | 2,008 | ||||||||||||||||
Buyback of stock | 2,008 | (5,668) | |||||||||||||||
Preferred Stock Redemption Premium | 18 | (185) | |||||||||||||||
Preferred Stock Redemption Discount | 167 | ||||||||||||||||
Conversion of shares | 275,710 | 252,099 | 23,493 | 118 | (275,713) | ||||||||||||
Ending balance at Sep. 30, 2019 | 2,257,201 | $ 242,042 | $ 6,339,508 | $ (5,686,823) | $ (87,518) | $ 0 | $ 1,438,809 | $ 0 | $ 4,782 | $ 6,401 | $ 1,394,910 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Redeemable Class A equity interests | $ 1,394,910 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
FV Long Term Incentive Plan Common Unit Grants (in shares) | 238,655 | |||
Stock option exercised (in shares) | 39,207 | 288,715 | ||
OP Unit Conversion To Common Stock, Shares | 4,098,105 | 4,098,105 | ||
Cash distributions declared (in dollars per share) | $ 0.44 | |||
Preferred Stock, Dividends, Per Share, Cash Paid | $ 0.3984 | $ 0.3984 | $ 1.1952 | $ 1.1952 |
Common Stock | ||||
Restricted stock grants, net (in shares) | 1,000,143 | |||
Common Class A | ||||
Cash dividends on common stock (in dollars per share) | $ 0.33 | $ 0.99 | ||
Restricted stock grants, net (in shares) | 6,254 | 48,773 | 20,468 | 48,773 |
Common Class B | ||||
Cash dividends on common stock (in dollars per share) | $ 0.33 | $ 0.99 | ||
Conversion of common stock (in shares) | 13,129,125 | 14,328,654 | 38,002,949 | 14,328,654 |
Common Class B-1 | ||||
Conversion of common stock (in shares) | 11,791,341 | 33,919,596 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jun. 30, 2018 | Jan. 01, 2018 | |
Cash Flows provided by Operating Activities: | ||||||||
Net income | $ (36,789) | $ (263,605) | $ 3,873,714 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Equity in income of Unconsolidated Real Estate Affiliates | (434) | (59,206) | ||||||
Distributions received from Unconsolidated Real Estate Affiliates | 79,267 | 85,269 | ||||||
Provision for doubtful accounts | 8,244 | 9,180 | ||||||
Depreciation and amortization | 357,429 | 515,437 | ||||||
Amortization/write-off of deferred finance costs | 21,644 | 10,381 | ||||||
Accretion/write-off of debt market rate adjustments | (1,255) | (1,643) | ||||||
Amortization of intangibles other than in-place leases | (2,480) | 15,338 | ||||||
Amortization of right of use assets | 3,934 | 0 | ||||||
Straight-line rent amortization | (5,633) | 766 | ||||||
Deferred income taxes | (10,810) | (573,109) | ||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | (33,640) | (137,994) | (488,654) | $ (12,000) | ||||
Gain from changes in control of investment properties and other, net | (39,712) | (39,712) | (2,862,681) | |||||
Provision for impairment | 38,794 | 223,142 | 45,866 | |||||
Loss on extinguishment of debt | 27,542 | 27,542 | 0 | |||||
Net changes: | ||||||||
Accounts and notes receivable, net | 45,614 | (19,962) | ||||||
Prepaid expenses and other assets (see Notes 7 and 14) | (4,137) | (7,791) | ||||||
Deferred expenses, net | (13,012) | (28,863) | ||||||
Accounts payable and accrued expenses (see Notes 7 and 15) | (39,910) | (66,203) | ||||||
Other, net | 4,359 | 40,386 | ||||||
Net cash provided by operating activities | 252,193 | 488,225 | ||||||
Cash Flows (used in) provided by Investing Activities: | ||||||||
Acquisition of real estate and property additions | (169,596) | 0 | ||||||
Development of real estate and property improvements | (381,811) | (587,418) | ||||||
Loans to affiliates | (330,000) | 0 | ||||||
Loans to joint venture and joint venture partners | (97,548) | (6,739) | ||||||
Proceeds from repayment of loans to affiliates | 330,000 | 0 | ||||||
Proceeds from repayment of loans to joint venture and joint venture partners | 18,020 | 82,000 | ||||||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates | 173,774 | 2,878,021 | ||||||
Contributions to Unconsolidated Real Estate Affiliates | (208,277) | (102,118) | ||||||
Distributions received from Unconsolidated Real Estate Affiliates in excess of income | 269,465 | 343,047 | ||||||
Net cash (used in) provided by investing activities | (395,973) | 2,606,793 | ||||||
Cash Flows provided by (used in) Financing Activities: | ||||||||
Proceeds from refinancing/issuance of mortgages, notes and loans payable (including related party debt - see Note 6) | 4,653,639 | 6,571,856 | ||||||
Principal payments on mortgages, notes and loans payable - (including related party debt - see Note 6) | (3,364,544) | (1,186,149) | ||||||
Payment of deferred finance costs | (30,471) | (110,584) | ||||||
Issuances of Class C Stock | 0 | 200,000 | ||||||
Buyback of Class A Stock | (114,927) | 0 | ||||||
Buyback of Combined Class B Stock | (224,524) | 0 | ||||||
Series K preferred unit redemptions | (14,719) | 0 | ||||||
Cash contributions from noncontrolling interests in consolidated real estate affiliates | 0 | 1,470,857 | ||||||
Cash distributions to noncontrolling interests in consolidated real estate affiliates | (67,035) | (4,213) | ||||||
Cash distributions paid to stockholders | (738,043) | (9,835,798) | ||||||
Cash distributions reinvested (DRIP) in common stock | 0 | 357 | ||||||
Cash distributions paid to preferred stockholders | (11,952) | (11,952) | ||||||
Cash distributions and redemptions paid to unit holders | (5,248) | (106,167) | ||||||
Other, net | 0 | (9,631) | ||||||
Net cash provided by (used in) financing activities | 82,176 | (3,021,424) | ||||||
Net change in cash, cash equivalents and restricted cash | (61,604) | 73,594 | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 298,693 | 231,939 | $ 231,939 | |||||
Cash, cash equivalents and restricted cash at end of period | 237,089 | 237,089 | 305,533 | 298,693 | 231,939 | |||
Supplemental Disclosure of Cash Flow Information: | ||||||||
Interest paid | 484,479 | 442,924 | ||||||
Interest capitalized | 13,412 | 15,123 | ||||||
Income taxes paid | 5,994 | 2,522 | ||||||
Accrued capital expenditures included in accounts payable and accrued expenses | 221,995 | 219,022 | ||||||
Cash paid for amounts included in the measurement of lease liabilities | 6,406 | $ 0 | ||||||
Recognition of right-of-use asset | 116,039 | 116,039 | 0 | $ 73,633 | $ 0 | |||
Lease liabilities arising from obtaining right-of-use lease asset | 73,633 | $ 0 | ||||||
Straight-line rent receivable | 142,232 | 142,232 | $ 137,387 | 53,779 | 0 | |||
Straight-line building rent liability reclassed to right-of-use asset | 3,817 | 0 | ||||||
Straight-line building rent liability reclassed to right-of-use asset | $ 3,599 | $ 0 | ||||||
Non-cash transfer of legal rights for Coronado Center Mall (Refer to Note 3) | $ 53,100 | $ 53,100 | $ 0 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2019 | |
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, 2018 which are included in the Company's Annual Report on Form 10-K (our "Annual Report") for the fiscal year ended December 31, 2018 (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 Brookfield Property REIT Inc. (referred to herein as "BPR or the "Company"), formerly known as GGP Inc. ("GGP"), 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 a definitive agreement (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 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"). BPR is an indirect subsidiary of BPY, one of the world's largest commercial real estate companies. 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, 2019 , we were the owner, either entirely or with joint venture partners, of 123 retail properties in the United States. Substantially all of our business is conducted through BPR OP, LP ("BPROP"), which we sometimes refer to herein as the Operating Partnership, and its subsidiaries. As of September 30, 2019 , 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 BPR REIT Services LLC. ("BPRRS"), Brookfield Properties Retail Inc. ("BPRI") and General Growth Management, Inc. ("GGMI"). Each of GGMI and BPRI is a taxable REIT subsidiary ("TRS"), which earn real estate management, leasing, development, and financing fees for other ancillary services for a majority of our Unconsolidated Real Estate Affiliates (defined below) and for substantially all of our Consolidated Properties (defined below). BPRI also serves as a contractor to GGMI for these services. BPRRS 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, 2019 | |
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 property operations 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 or combined assets. When assessing segment operating performance, certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization are excluded from property operations, which are a result of GGP's 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. Reclassifications Components of revenue that were previously reported as minimum rents, tenant recoveries, and overage rents have been combined and reported as rental revenues on the Consolidated Statements of Comprehensive Income. This change in presentation was done to improve comparability by conforming prior year presentation to the current year presentation required under Accounting Standards Codification ("ASC") 842. Total revenues of the Company are unchanged by this reclassification. Refer to Note 7 for further information. Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Originally Reported As Reclassified As Originally Reported As Reclassified Minimum rents $ 309,983 $ ā $ 1,057,817 $ ā Tenant recoveries 133,103 ā 446,260 ā Overage rent 4,681 ā 14,853 ā Total rental revenues $ ā $ 447,767 $ ā $ 1,518,930 Acquisitions of Operating Properties ( Note 3 ) The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value. The estimated fair value of in-place tenant leases includes lease origination costs (costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance, and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of the acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are 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 certain. 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 and accumulated amortization 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, 2019 Tenant leases: In-place value $ 162,548 $ (68,464 ) $ 94,084 As of December 31, 2018 Tenant leases: In-place value $ 188,140 $ (86,510 ) $ 101,630 The above-market tenant leases are included in prepaid expenses and other assets ( Note 14 ); the below-market tenant leases are included in accounts payable and accrued expenses ( Note 15 ) in our Consolidated Balance Sheets. Amortization/accretion of all intangibles, including the intangibles in Note 14 and Note 15 , had the following effects on our income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Amortization/accretion effect on continuing operations $ (8,665 ) $ (11,524 ) $ (18,446 ) $ (42,390 ) Future amortization/accretion of all intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2019 Remaining $ 4,621 2020 14,067 2021 9,499 2022 8,741 2023 8,458 Revenue Recognition and Related Matters 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. Leases We have entered into lease arrangements for the land and buildings at certain properties, as well as for the use of office space in Chicago, Illinois. We account for leases under Accounting Standards Update ("ASU") 2016-02, Leases ("Topic 842" or "the new leasing standard"). We elected to use the "package of practical expedients", as discussed below, which allowed us not to reassess under the new leasing standard prior conclusions about lease identification, lease classification, and initial direct costs. We elected to recast prior-period comparative information presented in our Consolidated Statements of Comprehensive Income (Loss) related to rental revenues. The new leasing standard requires lessees to record a right-of-use ("ROU") asset and a related lease liability for the rights and obligations associated with all lessee leases. Topic 842 also modified the lease classification criteria through the elimination of "bright-line" tests, the removal of historical real estate specific lease provisions, and changes to lessor accounting to align with the new revenue recognition standard (ASC 606). On the adoption date, we recognized lease liabilities of $73.4 million and ROU assets of $118.9 million for operating leases of Consolidated Properties for which we are the lessee included in accounts payable and accrued expenses and prepaid expenses and other assets, respectively, on the Consolidated Balance Sheet and there was no cumulative effect on retained earnings. In order to determine the lease liabilities recognized upon adoption, we discounted the remaining lease payments using our incremental borrowing rates ("IBR") at January 1, 2019. The weighted average rate applied was 7.36% . The ROU asset balance was initially measured as the lease liability amount adjusted by the amount of prepaid or accrued lease payments, deferred straight-line lease liabilities, and intangible ground lease assets and liabilities relating to leases recognized on our Consolidated Balance Sheet as of December 31, 2018. In transition, an adjustment of $45.4 million was made to the ROU asset balance to derecognize $52.8 million of below-market ground lease intangible assets (within prepaid expenses and other assets) and $7.4 million of accrued straight-line rent (within accounts payable and accrued expenses) which are now part of the total ROU assets previously recorded on our Consolidated Balance Sheet. In addition to the "package of practical expedients", we elected to use the following additional practical expedients permitted by the new leasing standard: ā¢ The transition practical expedient that allows us to carry forward our historical accounting treatment for land easements on existing agreements. ā¢ The short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less; lease payments associated with these leases are recognized on a straight-line basis as an expense over the lease term and are not material. ā¢ The practical expedient which allows a lessee to not separate lease and non-lease components. We have elected to apply this election to all classes of underlying assets. ā¢ The Company did not elect to apply the practical expedients related to hindsight or assessing impairment of ROU assets. Lessee arrangements (policy applicable from January 1, 2019) To account for leases for which we are the lessee under the new leasing standard, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. Differences in lease classification will affect only the pattern and classification of expense recognition in our Consolidated Statements of Comprehensive Income (Loss). The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lesseeās incremental borrowing rate is used. The lease liability balance is subsequently amortized using the effective interest method. The incremental borrowing rate is determined using an approach based on the rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. We utilized a market-based approach to estimate the IBR for each individual lease. The approach required significant judgment. Therefore, we utilized different data sets to estimate base IBRs via an analysis of (i) yields on outstanding public debt of BPR, as well as comparable companies, (ii) observable mortgage rates, and (iii) unlevered property yields and discount rates. We then applied adjustments to account for considerations related to (i) term and (ii) security that may not be fully incorporated by the aforementioned data sets. Based on individual characteristics of each lease, we selected an IBR taking into consideration how each data approach and adjustments thereto incorporate term, currency and security. The lease term is the noncancelable period of the lease, and includes any renewal and termination options we are reasonably certain to exercise. The reasonably certain threshold is evaluated at lease commencement and is typically met if substantial economic incentives or termination penalties are identified. Lease payments measured at the commencement date include fixed payments, in-substance fixed payments, variable lease payments dependent on a rate or index (using the index or rate in effect at lease commencement), any purchase option the lessee is reasonably certain to exercise, and payments of penalties for terminating the lease if the lease term reflects the lessee exercising the termination option. Fully variable lease payments without an in-substance fixed component are not included in the measurement of the lease liability and are recognized in the period in which the underlying contingency is resolved. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if our assessment of exercising an extension, termination or purchase option changes. Once remeasured, an adjustment is made to the ROU asset. However, if the carrying amount of the right-of-use asset is reduced to zero, any remaining amount of the remeasurement is recognized in earnings. The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. Our current lessee lease portfolio is comprised entirely of operating leases; however if we enter into a finance lease in the future, the new leasing standard requires us to initially recognize and measure these leases using the same method as described above for operating leases. Subsequent to initial recognition, each lease payment would be allocated between interest expense and a reduction of the lease liability. Interest expense would be recognized over the lease term using the interest method to produce a constant periodic rate of interest on the remaining balance of the liability for each period and would be included in interest expense in our Consolidated Statements of Comprehensive Income (Loss). The ROU asset would be amortized on a straight-line basis over the lease term, with depreciation recorded in depreciation and amortization in our Consolidated Statements of Comprehensive Income (Loss). The ROU assets in our operating leases are evaluated for impairment in a manner similar to our operating properties, as described below under "Impairment". Lessor arrangements (policy applicable from January 1, 2019) At the inception of a new lease arrangement, including new leases that arise from amendments, we assess the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but we obtain a guarantee for the value of the asset from a third party, we classify the lease as a direct financing lease. All other leases are classified as operating leases. Control of the underlying asset is transferred to the lessee if any of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) lessee has an option to purchase the underlying property that the lessee is reasonably certain to exercise, (iii) the lease term is for the major part of the underlying propertyās remaining economic life, (iv) the present value of the sum of lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments is equal to or exceeds substantially all of the fair value of the leased property or (v) the underlying property is of such a specialized nature that it is expected to have no alternative use at the end of the lease term. As of September 30, 2019, we do not have any material sales-type or direct financing leases. For operating leases with minimum scheduled rent increases, we recognize rental income on a straightāline basis, including the effect of any free rent periods, over the lease term when collectability of lease payments (and, if applicable, any amounts necessary to satisfy a residual value guarantee) is probable. Variable lease payments are recognized as rental income in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments include overage rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, is recognized 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. Our leases also contain provisions for tenants to reimburse us for real estate taxes and insurance, as well as for other property operating expenses, marketing costs, and utilities, which are considered to be non-lease components. These tenant reimbursements are most often established in the leases or in less frequent cases computed based upon a formula. W e have elected the practical expedient to not separate non-lease components from the lease component for all classes of underlying assets and determined that the lease component is the predominant component in the contract; therefore, these recoveries are recognized in a manner similar to minimum rents and variable rents within rental revenues on our Consolidated Statements of Comprehensive Income (Loss). Recognizing rental and related income on a straight-line basis results in a difference in the timing of revenue recognition from what is contractually due from tenants. Straight-line rents are recorded in accounts receivable, net in our Consolidated Balance Sheet. For leases where collectability of the lease payments is probable, we establish a general allowance for doubtful accounts against the portion of accounts receivable, net, including straight-line rents, which is estimated to be uncollectible based on our previous recovery experience. Changes in the general allowance are recognized in rental income on our Consolidated Statements of Comprehensive Income (Loss). If we determine that collectability of the lease payments is not probable, we record a current-period adjustment to rental income to reduce cumulative income recognized since lease commencement to the amount of cash collected from the lessee. Future revenue recognition is limited to amounts paid by the lessee . Generally, a lease is returned to accrual status when all delinquent payments become current under the terms of the lease agreement and collectability of the remaining contractual lease payments is reasonably probable. Rental revenues also includes 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. In leasing tenant space, we may provide funding to the lessee through a tenant allowance. To account for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the control and ownership of such improvements. If we are considered the owner of the leasehold improvements, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improveme nts or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the leasehold improvements, the allowance is capitalized to deferred expenses and considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Deferred expenses (policy applicable from January 1, 2019) The new leasing standard defines initial direct costs as incremental costs of a lease that would not have been incurred if the lease had not been obtained. These initial direct costs (consisting primarily of leasing commissions paid to third parties) are recognized as deferred expenses on our Consolidated Balance Sheet and are amortized using the straight-line method over the life of the leases. Other leasing costs which do not meet the definition of initial direct costs (consisting primarily of internal legal and leasing overhead costs) are expensed as incurred and included in property management and other costs in our Consolidated Statements of Comprehensive Income (Loss). Policy applicable to periods prior to January 1, 2019 Our accounting policy for leases in which we are the lessor or lessee prior to the adoption of the new leasing standard can be found in our audited consolidated financial statements for the year ended December 31, 2018, which are included in our Annual Report. Management Fees and Other Corporate Revenues Management fees and other corporate revenues primarily represent real estate 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 (Loss). 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 (Loss) 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, 2019 2018 2019 2018 Management fees from affiliates $ 44,206 $ 30,483 $ 123,444 $ 82,278 Management fee expense (11,956 ) (11,630 ) (36,485 ) (32,409 ) Net management fees from affiliates $ 32,250 $ 18,853 $ 86,959 $ 49,869 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. For the period August 29, 2019 through September 30, 2019, the Company accrued base management fees of $986 thousand due to BAM which is included in accounts payable and accrued expenses on the Consolidated Balance Sheets and in property management and other costs on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2019. 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 three and nine months ended September 30, 2019 . 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, 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 (Loss) 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 three months ended September 30, 2019, we recorded an impairment charge of $38.8 million on our Consolidated Statements of Comprehensive Income (Loss) related to one operating property where the carrying value exceeded the transfer price to our affiliate (Note 3). During the nine months ended September 30, 2019 , we recorded a $223.1 million impairment charge on our Consolidated Statements of Comprehensive Income (Loss), $184.3 million of which related to one operating property as a result of a significant decrease in market leasing assumptions and $38.8 million of which related to the impairment charge on the operating property discussed above. During the nine months ended September 30, 2018 , we recorded a $45.9 million impairment charge on our Consolidated Statements of Comprehensive Income (Loss) related to one operating property that had non-recourse debt maturing during 2019 that exceeded the fair value of the operating property. 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. 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 $315.0 million and $387.0 million outstanding under our credit facility as of September 30, 2019 and December 31, 2018 , respectively. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases . This new guidance, including related ASUs that have been subsequently issued, was effective January 1, 2019, and required lessees to recognize a liability to make lease payments and a right-of-use asset, initially measured at the present value of lease payments, for both operating and finance leases. For leases with a term of 12 months or less, lessees were permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. The guidance allowed lessors and lessees to make an accounting policy election, by class of underlying asset, to not separate non-lease components from lease components. The guidance also provided an optional transition method which allowed 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. The Company elected to apply the alternative transition method and no cumulative-effect adjustment to the opening balance of retained earnings was deemed necessary to record. The Company adopted the new standard on January 1, 2019 and applied the new guidance as of that date. In addition, the Company has presented all income as a single line item within "rental revenues" in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the current and comparative period. Refer to the Reclassifications section of Note 2 for additional detail. The Company elected to use the "package of practical expedients", which allowed the Company to not reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not make any adjustments to the opening balance of retained earnings upon adoption of the new standard given the nature of the impacts and other transition practical expedients elected by the Company. The leases section above and Note 7 includes a discussion of the effect of the adoption of the new standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, 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. In November 2018, the FASB issued 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , which clarifies that receivables arising from operating leases are not within the scop |
ACQUISITIONS, SALES AND JOINT V
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY | ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY On September 13, 2019, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 10,000,000 shares of Class A Units in PFC Associates LLC (P.F. Chang's) (par value $0.01 per share) at a price of $1.00 per share, for a $10.0 million total investment, resulting in a 3.2% ownership interest in PF Chang's. P.F. Chang's is a tenant at certain properties for which we receive rental income included in rental revenues on the Consolidated Statements of Comprehensive Income (Loss). The investment is accounted for using the cost method as the Company has neither control nor significant influence over PF Chang's and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets. On August 26, 2019, the Company purchased an additional ownership interest of 49.677% in 730 Fifth Owners, LLC from its joint venture partner resulting in the Company obtaining control of the entity with a total ownership percentage for the Company of 99.677% . The transaction was accounted for as an asset acquisition. The transaction consideration consisted of cash consideration of $153.0 million and satisfaction of notes receivable of $249.5 million from the joint venture partner. Because of the presence of non-cash consideration, the Company determined that the fair value of the net assets acquired was more readily determinable than the fair value of the consideration given, and determined that the aggregate fair value of the joint venture's equity was $808.0 million on the acquisition date, which was allocated to the Company's 99.677% ownership interest for $805.4 million and the joint venture partner's remaining 0.323% non-controlling interest for $2.6 million . Concurrent with this transaction, the joint venture partner repaid $54.7 million of interest on the notes receivable (including amounts that had been annually capitalized onto the outstanding principal balance). The Company recorded a gain on change in control of investment properties of $39.7 million related to the Company's previously held 50% ownership interest. Immediately following this transaction, the Company sold a condominium interest in one unit of the property to an affiliate of the joint venture partner for a gross sales price of $12.6 million to an affiliate of the joint venture partner, and incurred fees of $0.4 million , which resulted in no gain or loss, as the fair value of the condominium interest in the consolidation transaction had been determined to be $12.2 million . The table below summarizes the gain from changes in control of investment properties ($ in millions): Fair value of Investment in Unconsolidated Real Estate Affiliates as of change in control $ 404.0 Less: carrying value of Investment in Unconsolidated Real Estate Affiliates 364.3 Gain from changes in control of investment properties and other, net $ 39.7 The following table summarizes the allocation of the purchase price to net assets acquired at the date of acquisition. The allocation were based on the relative fair value of the assets acquired and liabilities assumed ($ in millions): Investment in real estate, including intangible assets and liabilities $ 1,560.5 Debt held by the joint venture (720.0 ) Net working capital (32.5 ) Net assets acquired $ 808.0 On August 19, 2019, the Company sold the SoNo Collection to a newly formed joint venture owned 80.5% by an affiliated fund (which is a related party of the Company) and 19.5% by the Company. The property was contributed to the joint venture at a value of $419.3 million based on project-specific cash costs. This excludes additional costs to complete the project by the joint venture. Prior to obtaining project-specific financing on August 9, 2019, the Company was required under GAAP to capitalize interest on general corporate financings into the cost basis of the project, which resulted in a $38.8 million impairment due to the difference between the projectās GAAP basis and the sale price based upon total project-specific cash costs. Following the transaction, the Company accounts for its non-controlling investment in the SoNo Collection under the equity method of accounting as the Company can exercise significant influence but not control over the joint venture. On August 12, 2019, the Company completed the sale of the land in the former Sears anchor parcel at Columbia Mall for a gross sales price of $5.0 million , which resulted in a gain on the sale of $3.6 million included in other revenues on the Consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended September 30, 2019. On August 9, 2019, the Company completed the sale of 49.3% of its interest in Authentic Brands Group LLC ("ABG") for a gross sales price of $32.1 million , which resulted in a gain on the sale of $16.8 million included in Unconsolidated Real Estate Affiliates - Gain on Investment on the Consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended September 30, 2019. The basis of the remaining 50.7% investment was marked to fair value of $32.1 million in conjunction with the sale transaction noted above, which resulted in an additional gain on sale of $16.8 million directly related to the step up basis in fair value. This gain is recorded in Unconsolidated Real Estate Affiliates - Gain on Investment on the Consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended September 30, 2019. The investment will continue to be accounted for using the cost method as the Company has neither control nor significant influence over ABG and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets. On July 26, 2019, the Company purchased 2,255,503 shares of Series D Preferred Units in Industrious National Management Company LLC at a price of $2.22 per share, for a $5.0 million total investment, resulting in a less than 2.0% ownership interest in Industrious National Management Company LLC. The investment is accounted for using the cost method as the Company has neither control nor significant influence over Industrious National Management Company LLC and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets. On April 19, 2019, BPR Cumulus LLC (an indirect subsidiary of the Company) purchased 1,250,000 shares of Series F Convertible Preferred Stock in Pinstripes, Inc. (par value $0.01 per share) at a price of $8.00 per share, for a $10.0 million total investment, resulting in a 7.6% ownership interest in Pinstripes, Inc. The investment is accounted for using the cost method as the Company has neither control nor significant influence over Pinstripes, Inc. and is included in Investment in Unconsolidated Real Estate Affiliates on the Consolidated Balance Sheets. In connection with the formation of the BPR-FF JV LLC joint venture described below, the Company agreed to use reasonable efforts to cause a transfer to BPR-FF JV LLC of the legal rights it held in the Seritage Venture at Coronado Center Mall at an agreed upon value of $53.1 million . On April 9, 2019, the Company transferred its rights in the Sears Anchor Parcel at Coronado Center Mall to Coronado Center LLC. No gain or loss was recognized on the transaction. On January 7, 2019, the Company completed the sale of our 12.0% interest in Bayside Marketplace for a sales price of $42.0 million . Due to cumulative distributions received in excess of its investment, the Company had a liability balance associated with its investment in Bayside Marketplace. Accordingly, the Company recognized a gain of $104.4 million included in Unconsolidated Real Estate Affiliates - gain on investment on our Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2019 . The Company entered into a series of separate transactions on August 27, 2018 as a result of the BPY Transaction as follows: ā¢ The BPR-FF JV LLC joint venture was formed with Brookfield Real Estate Partners F LP. The Company contributed properties and recognized a gain of $1.4 billion included in Gain from Changes in Control of Investment Properties, net on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2018. In addition, the Company recognized a gain in Unconsolidated Real Estate Affiliates - Gain on Investment of $18.5 million on the Consolidated Statements of Comprehensive Income (Loss)for the three and nine months ended September 30, 2018. ā¢ Joint ventures were formed with the Teachers Insurance and Annuity Association of America. The Company contributed properties and recognized a gain of $981.6 million included in Gain from Changes in Control of Investment Properties, net on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2018. In addition, the Company recognized a gain in Unconsolidated Real Estate Affiliates - Gain on Investment of $19.4 million on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2018. ā¢ Joint ventures were formed with CBRE Global Investment Partners. The Company contributed properties and recognized a gain of $461.2 million included in Gain from Changes in Control of Investment Properties, net on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2018. ā¢ Joint ventures were formed with the California Public Employees' Retirement System. The Company contributed properties and recognized a gain in Unconsolidated Real Estate Affiliates - Gain on Investment of $440.3 million for the three and nine months ended September 30, 2018. ā¢ 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 included in Gain from Changes in Control of Investment Properties, net on the Consolidated Statements of Comprehensive Income (Loss) 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 included in Gain from Changes in Control of Investment Properties, net on the Consolidated Statements of Comprehensive Income (Loss) 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 an anchor 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, net on the Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2018 . On September 15, 2016, joint ventures we formed with Simon Property Group and 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. 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 rental revenues on the Consolidated Statements of Comprehensive Income (Loss). 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 (Loss) 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 (Loss) 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 August 9, 2019, the Company completed the sale of 49.3% of its interest in ABG for a gross sales price of $32.1 million (see above for further discussion). |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2019 | |
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 three and nine months ended September 30, 2019, we recognized $38.8 million and $223.1 million in impairment charges, respectively. During the three and nine months ended September 30, 2018 , we recognized $7.5 million and $45.9 million in impairment charges, respectively. 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, 2019 Investments in real estate (1) $ 419,327 $ ā $ ā $ 419,327 38,794 Nine months ended September 30, 2019 Investments in real estate (1) $ 599,721 $ ā $ ā $ 599,721 $ 223,142 Three months ended September 30, 2018 Investments in real estate (1) $ 62,490 $ ā $ ā $ 62,490 7,487 Nine months ended September 30, 2018 Investments in real estate (1) $ 62,490 $ ā $ ā $ 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 Three months ended September 30, 2019 Agreed upon purchase price N/A Nine months ended September 30, 2019 Discount rate 5.50% Terminal capitalization rate 4.00% Three and nine months ended September 30, 2018 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, 2019 and December 31, 2018 . September 30, 2019 December 31, 2018 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 6,979,976 $ 7,026,813 $ 6,073,193 $ 6,048,104 Variable-rate debt 7,327,227 7,413,350 6,516,456 6,614,172 $ 14,307,203 $ 14,440,163 $ 12,589,649 $ 12,662,276 (1) Includes net market rate adjustments of $6.5 million and deferred financing costs of $132.7 million , net. (2) Includes net market rate adjustments of $7.7 million and deferred financing costs of $123.8 million , net. The fair value of our junior subordinated notes approximates their carrying amount as of September 30, 2019 and December 31, 2018 . 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, 2019 | |
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, 2019 December 31, 2018 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 3,608,922 $ 3,595,706 Buildings and equipment 23,342,387 23,468,110 Less accumulated depreciation (4,830,466 ) (4,361,210 ) Construction in progress 958,722 489,250 Net property and equipment 23,079,565 23,191,856 Investment in unconsolidated joint ventures 72,171 632,060 Net investment in real estate 23,151,736 23,823,916 Cash and cash equivalents 714,812 540,905 Accounts receivable, net 383,495 348,655 Notes receivable 22,151 22,881 Deferred expenses, net 473,797 511,814 Prepaid expenses and other assets 740,947 796,815 Total assets $ 25,486,938 $ 26,044,986 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 16,489,813 $ 16,139,498 Accounts payable, accrued expenses and other liabilities 1,103,734 1,118,663 Redeemable non-controlling interest 125 ā Cumulative effect of foreign currency translation ("CFCT") (12,574 ) (21,384 ) Owners' equity, excluding CFCT 7,905,840 8,808,209 Total liabilities and owners' equity $ 25,486,938 $ 26,044,986 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 7,893,266 $ 8,786,824 Less: joint venture partners' equity (4,379,829 ) (4,796,896 ) Plus: excess investment/basis differences 1,258,943 1,220,632 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 4,772,380 5,210,560 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 57,061 30,483 Retail investment, net 20,271 19,912 Investment in Unconsolidated Real Estate Affiliates, net $ 4,849,712 $ 5,260,955 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 4,935,345 $ 5,385,582 Liability - Investment in Unconsolidated Real Estate Affiliates (85,633 ) (124,627 ) Investment in Unconsolidated Real Estate Affiliates, net $ 4,849,712 $ 5,260,955 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Rental revenues, net $ 622,704 $ 507,749 $ 1,885,482 $ 1,355,703 Condominium sales 9,390 28,401 9,390 77,674 Other 51,224 16,278 85,059 47,280 Total revenues 683,318 552,428 1,979,931 1,480,657 Expenses: Real estate taxes 61,633 47,160 184,215 121,516 Property maintenance costs 11,886 10,047 40,026 22,655 Marketing 4,111 4,379 13,930 13,296 Other property operating costs 87,034 71,226 249,925 184,218 Condominium cost of sales 6,844 20,701 6,844 56,625 Provision for doubtful accounts ā 3,882 ā 7,802 Property management and other costs (2) 27,645 25,821 83,649 71,681 General and administrative 1,309 566 3,440 2,232 Depreciation and amortization 254,413 174,295 780,729 458,617 Total expenses 454,875 358,077 1,362,758 938,642 Interest income 3,288 1,763 8,783 5,187 Interest expense (188,722 ) (149,139 ) (538,394 ) (369,786 ) Benefit from income taxes (354 ) (320 ) (743 ) (722 ) (Loss) income in unconsolidated joint ventures (6,254 ) 555 (23,498 ) (17,116 ) Income from continuing operations 36,401 47,210 63,321 159,578 Allocation to noncontrolling interests (13 ) (17 ) (40 ) (54 ) Net income attributable to the ventures $ 36,388 $ 47,193 $ 63,281 $ 159,524 Equity In Income (loss) of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 36,388 $ 47,193 $ 63,281 $ 159,524 Joint venture partners' share of income (15,576 ) (16,287 ) (28,202 ) (64,528 ) Elimination of gain from consolidated real estate investment with interest owned through joint venture ā 53 ā 679 Gain (loss) on retail investment 5,785 10,526 1,249 3,427 Amortization of capital or basis differences (10,452 ) (21,149 ) (35,894 ) (39,896 ) Equity in income (loss) of Unconsolidated Real Estate Affiliates $ 16,145 $ 20,336 $ 434 $ 59,206 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include 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 BPRRS and BRMI. 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 65 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. As of September 30, 2019 , the balance of ROU assets was $68.7 million , net and lease liabilities of $78.7 million for 25 ground leases in the Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates under Topic 842, included in prepaid expenses and other assets and accounts payable and accrued expenses, respectively. All of these leases are operating leases; we do not have any finance leases. On September 30, 2019, the Company completed the sale of certain space formerly occupied by Barneys at Grand Canal Shoppes for a gross sales price of $37.6 million , which resulted in $15.9 million included in Equity in Income of Unconsolidated Real Estate Affiliates on the Consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended September 30, 2019. 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 $7.7 billion as of September 30, 2019 and $7.6 billion as of December 31, 2018 , 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. On August 9, 2019, the Company closed on new debt at the SoNo Collection for $305.0 million . This debt is comprised of a $245.0 million mortgage loan and a $60.0 million mezzanine loan with respective interest rates of LIBOR plus 3.015% and LIBOR plus 6.75% . The loans mature on August 6, 2023. 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 $82.0 million at one property as of September 30, 2019 , and $83.3 million as of December 31, 2018 . 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, 2019 , 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, 2019 | |
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, 2019 (1) Weighted-Average Interest Rate (2) December 31, 2018 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 5,991,736 4.34 % $ 6,073,193 4.38 % Senior secured notes - silver bonds 988,240 5.75 % ā ā Total fixed-rate debt 6,979,976 4.54 % 6,073,193 4.38 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 2,606,811 4.57 % 1,702,142 4.22 % Unsecured corporate debt (5) 4,720,416 4.41 % 4,814,314 4.86 % Total variable-rate debt 7,327,227 4.47 % 6,516,456 4.69 % Total Mortgages, notes and loans payable $ 14,307,203 4.50 % $ 12,589,649 4.54 % Junior subordinated notes $ 206,200 3.72 % $ 206,200 3.97 % (1) Includes $6.5 million of market rate adjustments and $132.7 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 $7.7 million of market rate adjustments and $123.8 million of deferred financing costs, net. (4) $1.3 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, Loan Extension, Notes and Loans Payable As of September 30, 2019 , $11.4 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 $1.3 billion of debt, are cross-collateralized. Although a majority of the $8.6 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $744.9 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. On September 6, 2019, the Company closed a new loan at Park City Center in the amount of $135.0 million with an interest rate of LIBOR plus 3.00% which matures on September 9, 2021. This loan replaced the previous debt of $172.2 million that matured June 6, 2019 and included a pay down of the existing mezzanine loan in the amount of $36.8 million . For the period between the maturity date of the previous debt and the effective date of the new loan, the company extended forbearance and paid forbearance fees in total amount of $450.4 thousand . On August 26, 2019, the Company closed a new loan on 730 Fifth Avenue in the amount of $807.5 million with a 5-year loan at LIBOR plus 3.53% which matures on September 1, 2024. This loan replaced the previous debt of $720.0 million that was previously extended to August 27, 2019 and included a pay down of $180.0 million on June 28, 2019. On July 10, 2019, the Company closed a new loan on Westlake Center in the amount of $48.8 million with a 2-year floating rate at LIBOR plus 2.50% which matures on July 10, 2021. This loan replaced the previous debt of $42.5 million that matured July 10, 2019. On July 5, 2019, the Company closed on new loans on The Woodlands Mall for a total of $465.0 million , which consists of $425.0 million with an interest rate of 4.25% and $40.0 million with an interest rate of 5.50% . The loan has a weighted average interest rate of 4.36% which matures on August 1, 2029. The loan replaced the previous debt of $294.0 million on the property that had a weighted average interest rate of 4.83% and scheduled to mature on June 10, 2023. In accordance with the previous debt agreement, the Company incurred a prepayment penalty of $27.5 million which is recorded as loss on extinguishment of debt on the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2019. On July 1, 2019, the Company closed on a one-year extension on the loan at 830 North Michigan Ave in the amount of $78.0 million at LIBOR plus 1.60% which matures on July 1, 2020. This loan replaced the previous debt of $85.0 million that matured on July 1, 2019 and includes principal repayment of $7.0 million made in conjunction with the extension. On June 3, 2019, the Company closed a new loan on the Grand Canal Shoppes in the amount of $975.0 million with a 10-year fixed interest rate of 4.29% , which matures on July 2, 2029. This loan replaced the previous debt of $625.0 million on the property that matured on June 3, 2019. On April 25, 2019, the Company obtained a one-year extension of a $1.3 billion loan secured by cross-collateralized mortgages on 15 properties with an interest rate of LIBOR plus 1.75% . A principal repayment of $10.1 million was made in conjunction with the extension. On April 9, 2019, the Company closed a new loan on three properties included in the BPR-FF JV LLC joint venture. The three properties are Coronado Center, Governor's Square and Lynnhaven Mall. These properties were previously encumbered by $462.0 million of third-party debt which was replaced by a $515.0 million loan with an interest rate of LIBOR plus 340 basis points, maturing May 1, 2024. The new loan was recorded as an extinguishment of the previous loans and allocation of the new debt to the three properties. During the year ended December 31, 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 obtained a new fixed-rate loan at 605 North Michigan Avenue for $80.0 million with an interest rate of 4.76% . We also refinanced mortgage notes totaling $117.0 million at two properties. The prior loans totaling $152.3 million had a weighted-average interest rate of 4.42% . The new loans have a weighted-average term-to-maturity of 4.3 years and a weighted-average interest rate of 5.24% . We released Columbiana Centre from the $1.4 billion term loan, substituting Columbia Mall and Quail Springs Mall, and conveyed Oak View Mall to the lender in full satisfaction of $74.7 million in outstanding debt. The Oak View transaction resulted in a $12.4 million gain on extinguishment of debt for the year ended December 31, 2018. Corporate and Other Unsecured Loans We have certain debt obligations, the terms of which are described below: September 30, 2019 (1) Weighted-Average Interest Rate December 31, 2018 (2) Weighted-Average Interest Rate Corporate debt: Unsecured corporate debt $ 4,814,014 4.41 % $ 4,923,740 4.86 % Senior secured notes - silver bonds 1,000,000 5.75 % ā ā Total corporate debt $ 5,814,014 4.64 % $ 4,923,740 4.86 % (1) Excludes deferred financing costs of $105.4 million in 2019 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $109.4 million in 2018 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. On May 1, 2019, the Company and BPR Cumulus LLC, BPR Nimbus LLC and GGSI Sellco LLC (each, an indirect subsidiary of the Company) issued $1.0 billion aggregate principal amount of 5.75% Senior Secured Notes - Silver Bonds due 2026. The notes bear interest at an annual rate of 5.75% payable on May 15 and November 15 of each year, beginning on November 15, 2019 and will mature on May 15, 2026. On March 25, 2019, the Company secured a $341.8 million subordinated unsecured note with Brookfield BPY Holdings Inc., a related party. The note bears interest at a rate equal to LIBOR plus 2.75% and is scheduled to mature on March 25, 2029. During the quarter ended September 30, 2019 , the Company made a principal payment of $115.6 million in addition to the principal payment of $200.1 million made in the second quarter of 2019. The balance at September 30, 2019 was $26.1 million . The Company borrowed an additional $70.5 million during the second quarter of 2019, with a maturity date of June 25, 2029. The balance at September 30, 2019 was $70.5 million . 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 $315.0 million as of September 30, 2019. 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, 2019 , 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, 2019 and December 31, 2018 . Letters of Credit and Surety Bonds We had outstanding letters of credit and surety bonds of $46.9 million as of September 30, 2019 and $42.4 million as of December 31, 2018 . 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, 2019 . |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | LEASES Lessee arrangements We are the lessee in several ground lease agreements for the land under some of our owned buildings. Generally, we own the land underlying the properties; however, at certain properties, all or part of the underlying land is owned by a third party that leases the land to us through a long-term ground lease. In addition, we lease office space for our corporate headquarters and field offices. Our material consolidated leases have reasonably certain lease terms ranging from four years to forty years . Certain leases provide the lessee with two to three renewal options which are considered to be termination options unless it is reasonably certain that the Company will elect to renew and generally range from five years to ten years each, with renewal rent payments based on a predetermined annual increase, market rates at the time of exercise of the renewal, or changes in the Consumer Price Index ("CPI"). As of September 30, 2019 , the balance of ROU assets was $116.0 million , net and lease liabilities of $71.2 million for seven ground leases and one office lease in the Consolidated Balance Sheets under Topic 842, included in prepaid expenses and other assets and accounts payable and accrued expenses, respectively. The maturity of our operating lease liabilities as of September 30, 2019 is as follows: Year Amount Remainder of 2019 $ 2,138 2020 8,755 2021 8,970 2022 9,191 2023 9,418 2024 9,650 2025 and thereafter 93,732 Total undiscounted lease payments 141,854 Less: Present value adjustment (70,640 ) Total lease liability $ 71,214 The maturity of our operating lease liabilities as of December 31, 2018 is as follows: Year Amount 2019 $ 9,948 2020 10,164 2021 10,386 2022 10,592 2023 10,794 2024 and thereafter 118,835 Total $ 170,719 Straight-line rent expense recognized for our consolidated operating leases was $0.6 million and $2.0 million for ground leases and $2.2 million and $5.9 million for the office lease for the three and nine months ended September 30, 2019 , respectively, and is included in other property operating costs for ground leases and property management and other costs for the office lease, respectively, in the Consolidated Statements of Comprehensive Income (Loss). Several lease agreements include variable lease payments which vary based on factors such as sublease income received, the revenues or net operating income of the properties constructed on the leased premises, increases in CPI, and changes in market rents. In addition, our leases require us to reimburse the lessor for the lessorās tax, insurance and common area costs. Variable lease payments and short-term lease costs recognized as rent expense for operating leases were not significant for the three and nine months ended September 30, 2019 and are included in other property operating costs in the Consolidated Statements of Comprehensive Income (Loss). The following summarizes additional information related to our operating leases as of September 30, 2019 : Weighted-average remaining lease term (years) 16.9 Weighted-average discount rate 7.36% Supplemental disclosure for the statement of cash flows: Cash paid for amounts included in the measurement of lease liabilities $6,406 Lessor arrangements We own a property portfolio comprised primarily of Class A retail properties and lease this retail space to tenants. As of September 30, 2019 , we own a controlling interest in and consolidated 58 retail properties located throughout the United States comprising approximately 50 million square feet of GLA. We enter into operating leases with a variety of tenants, the majority of which are national and regional retail chains and local retailers. These operating leases expire starting in year 2019 and typically include renewal options, which are generally exercisable only by the tenant. Certain leases also include early termination options which are typically exercisable only by the tenant. Our leases do not allow the tenant to purchase the retail space. The maturity analysis of the lease payments we expect to receive from our operating leases as of September 30, 2019 is as follows: Year Amount Remainder of 2019 $ 250,860 2020 933,247 2021 861,283 2022 770,277 2023 679,050 2024 574,700 Subsequent 2,001,802 $ 6,071,219 The maturity analysis of the lease payments we expect to receive from our operating leases as of December 31, 2018 is as follows: Year Amount 2019 $ 764,196 2020 696,381 2021 621,582 2022 543,232 2023 464,453 Subsequent 1,442,312 $ 4,532,156 All lease-related income is reported as a single line item, rental revenues, in our Consolidated Statements of Comprehensive Income (Loss). Effective January 1, 2019, with the adoption of Topic 842, rental revenues is presented net of provision for doubtful accounts. Rental income recognized on a straight-line basis consists primarily of fixed and in-substance fixed lease payments (including lease payments related to non-lease components which have been combined with the lease component). Variable rental income represents variable lease payments, which consist primarily of overage rents; reimbursements for tenantsā pro rata share of real estate taxes, insurance, property operating and marketing expenses, and utilities; lease payments related to CPI-based escalations and market rent resets; and lease termination income. In accordance with the terms of our operating leases, we bill our tenants separately for minimum rents, tenant recoveries and overage rents, lease termination income as shown below for the three and nine months ended September 30, 2019 : Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Minimum rents, billed $ 224,326 $ 665,263 Tenant recoveries, billed 89,253 269,346 Lease termination income, billed 3,875 6,320 Overage rent, billed 2,865 9,159 Total contractual operating lease billings 320,319 950,088 Adjustment to recognize contractual operating lease billings on a straight-line basis 1,684 5,633 Above and below-market tenant leases, net (37 ) 7,250 Less provision for doubtful accounts (4,497 ) (8,243 ) Total rental revenues, net $ 317,469 $ 954,728 Of the total contractual rental revenues we have billed, 78.0% and 78.9% are fixed lease payments for the three and nine months ended September 30, 2019 , respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
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, 2016 through 2018 and are generally statutorily open to audit by state taxing authorities for the years ended December 31, 2015 through 2018 . We have no unrecognized tax benefits recorded pursuant to uncertain tax positions as of September 30, 2019 . |
EQUITY AND REDEEMABLE NONCONTRO
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 2018 2019 2018 Distributions to preferred BPROP units ("Preferred Units") $ (1,352 ) $ (1,554 ) $ (4,389 ) $ (2,814 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("Common Units") ā (30,425 ) ā (31,803 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("LTIP Units") ā (7,835 ) ā (8,159 ) Net loss (income) allocated to noncontrolling interest in consolidated real estate affiliates 389 (379 ) 10,309 (1,226 ) Net loss (income) allocated to noncontrolling interest of the Operating Partnership (1) 4,329 11,212 28,697 11,212 Allocation to noncontrolling interests 3,366 (28,981 ) 34,617 (32,790 ) Other comprehensive (income) loss allocated to noncontrolling interests ā (124 ) ā (39 ) Comprehensive loss (income) allocated to noncontrolling interests $ 3,366 $ (29,105 ) $ 34,617 $ (32,829 ) _______________________________________________________________________________ (1) Represents the noncontrolling interest of our institutional investor ( Note 3 ). 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 interestās 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 preferred redeemable noncontrolling interests have been recorded at carrying value. 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 Sixth Amended and Restated Agreement of Limited Partnership of BPROP. 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. The holders of Series L Preferred Units of BPROP are generally entitled to a pro rata distribution of an aggregate cash amount equal to the sum of (i) the aggregate cash dividends declared on all outstanding shares of BPR's Class B Stock and (ii) the aggregate cash dividends declared on all outstanding shares of BPR's Series B Preferred Stock. Holders of Common Units of BPROP are entitled to distributions of all or a portion of BPROPās remaining net operating cash flow, when and as declared by BPROPās general partner. However, the Sixth 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. Noncontrolling Interests - Permanent As of September 30, 2019 , 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 carrying value of $50 per unit. Also, as of September 30, 2019 , there were 4,156,971.851 Common Units of BPROP outstanding and 1,691,144.853 Series K Preferred Units of BPROP (former common unit holders). These Series K Units were established at $21 per unit and are not subject to adjustment based on fair value. Noncontrolling Interests - Redeemable 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 Unitās $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. As of September 30, 2019 , there were 532,749.6574 Series D Preferred Units of BPROP outstanding. 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 Unitās $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, 2019 , there were 502,657.8128 Series E Preferred Units of BPROP outstanding. 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 BPRās 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 BPRās 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. 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. Each Series K Preferred Unit received by an LTIP holder in connection with the BPY Transaction is redeemable for a cash amount equal to the average closing price of BPR's Class A Stock for 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. If the holders had requested redemption of the Class A Stock and Preferred Units as of September 30, 2019 , the aggregate amount of cash the Company would have paid would have been $1.35 billion and $58.6 million , respectively. The following table reflects the activity of the common redeemable noncontrolling interests for the three and nine months ended September 30, 2019 , and 2018 . Balance at January 1, 2018 $ 248,126 Net income 560 Distributions (1,842 ) Other comprehensive loss (2 ) Fair value adjustment for noncontrolling interests in Operating Partnership (23,252 ) Balance at March 31, 2018 223,590 Net income 818 Distributions (1,842 ) Other comprehensive income (loss) (84 ) Fair value adjustment for noncontrolling interests in Operating Partnership 857 Balance at June 30, 2018 223,339 Net income 30,425 Distributions (1 ) Adjustment of Mezzanine Equity to fair value (40,294 ) Other comprehensive income (loss) 125 Common Unit Redemption to Common Stock (85,818 ) Reclassification of Mezzanine Equity to Permanent Equity (37,840 ) Fair value adjustment for noncontrolling interests in Operating Partnership 22,395 Pre-Closing Dividend (60,673 ) BPR Equity Recapitalization 21,923 Balance at September 30, 2018 $ 73,581 Balance at January 1, 2019 $ 73,696 Net income 3,358 Series K Preferred Unit redemption (14,935 ) Balance at March 31, 2019 62,119 Net income 103 Balance at June 30, 2019 62,222 Net income 42 Balance at September 30, 2019 $ 62,264 Class A Stock Class A Stock refers to the Company's Class A Stock, par value $0.01 per share, 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 limited partnership unit ("BPY unit"). In addition, each share of Class A Stock is exchangeable for one BPY unit or its cash equivalent (the form of payment to be determined by BP US REIT LLC, in its sole discretion). 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 Company's board of directors, 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. Pursuant to the terms of the Company's charter, 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, Series B Preferred Stock or Class C Stock will be fully declared and paid before any dividends are declared and paid or any other distributions are made on any Class B Stock, Series B Preferred Stock or Class C 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 are 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 BPRās assets and wind up BPRās 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 BPRās 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 Companyās 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 Companyās Consolidated Balance Sheets. There is no adjustment within additional paid-in capital for the Class A stock when the fair value is less than the carrying value. Class B Stock The Companyās shareholders approved the amendment and restatement of the Companyās charter at its annual stockholder meeting on June 19, 2019 (the āRestated Charterā), which became effective on June 26, 2019 and, among other things, authorized the Companyās issuance of up to 965,000,000 shares of a new class of stock called Class B-2 Stock. Each share of Class B-2 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-1 Stock other than voting rights. The following description sets forth certain general terms and provisions of the Company's Class B-1 Stock and Class B-2 Stock (together the "Class B Stock"). Pursuant to the Restated Charter 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 entitles its holder to cumulative dividends per share in a cash amount at a rate of 6.5% per year of the Class B liquidation amount per share (which rate was 10.0% per year until the effective date of the Restated Charter on June 26, 2019) equal to $21.39 per share. On October 18, 2018, each holder of the Class B-1 Stock hereby irrevocably waived, all of its right, title and interest in and to 2.5% of the dividend rate, including without elimination all rights and entitlement to payment of such amounts. This partial dividend waiver resulted in a 7.5% effective rate per year of the Class B Liquidation Amount per share and was terminated upon the effectiveness of the Restated Charter. 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, when, as and if declared by the Company's Board of Directors with respect to dividends on the Class B Stock. Holders of the Class B Stock are not 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) BPRās funds from operations, as calculated in accordance with the definition of funds from operations used by the National Association of Real Estate Investment Trusts ("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. Series B Preferred Stock The following description sets forth certain general terms and provisions of the Series B Preferred Stock, par value $0.01 per share, of the Company (the "Series B Preferred Stock"). Pursuant to the Restated Charter and subject to the prior rights of holders of all classes, including the Class A Stock, Class B Stock and any series of preferred stock at the time outstanding having prior rights as to dividends, each share of Series B Preferred Stock will entitle its holder to cumulative dividends per share in a cash amount at a rate of 8.65% per year of the Class B liquidation amount per share (which rate was 10.0% until the effective date of the Restated Charter on June 26, 2019), with such Class B liquidation amount per share equal to $21.39 . Dividends on the Series B Preferred Stock may also be paid by an in-kind distribution of additional shares of Series B Preferred Stock or any other class of shares of capital stock of BPR ranking junior to the Class A Stock and Class B Stock. Dividends on the Series B Preferred Stock shall be cumulative and shall be payable quarterly in arrears, when, as and if declared by the Company's Board of Directors with respect to dividends on the Series B Preferred Stock. Holders of the Series B Preferred Stock are not 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 Class B 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) BPRās 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 Company's Class C Stock, par value $0.01 per share, authorized as part of the BPY Transaction. Pursuant to the amended charter and subject to the prior rights of holders of all classes, including the holders of Class A Stock, Class B Stock, Series B Preferred 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 Company's Board of Directors 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 Company's Board of Directors shall designate. Notwithstanding the foregoing, holders of the Class C Stock are not 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. Voting Rights Stock Class Authorized Issued Shares Outstanding Votes per Share Class A Stock 4,517,500,000 66,704,069 66,056,819 1:1 Class B-1 Stock 4,517,500,000 154,525,991 154,525,991 1:1 Class B-2 Stock 965,000,000 121,203,654 121,203,654 0:1 Series B Preferred Stock 425,000,000 202,438,184 202,438,184 1:1 Class C Stock 1,000,000,000 640,051,301 640,051,301 1:1 All share counts in table above are as of September 30, 2019 . Class A Stock Dividend Our Board of Directors declared Class A Stock dividends during 2019 and 2018 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2019 November 4 November 29 December 31 $ 0.330 August 1 August 30 September 30 0.330 May 6 May 31 June 28 0.330 February 6 February 28 March 29 0.330 2018 October 31 November 30 December 31 $ 0.315 August 28 August 31 September 28 0.315 Class A Stock Repurchases On August 28, 2018, the Companyās Board of Directors authorized the repurchase of the greater of (i) 5% of the Companyās Class A Stock that are issued or outstanding or (ii) 10% of its public float of Class A Stock over the next 12 months from time to time as market conditions warrant. On March 29, 2019, BPR purchased for cancellation 4,679,802 shares of Class A Stock at a purchase price of $20.30 per share, for an aggregate cost of approximately $95 million , excluding fees and expenses. In the second quarter of 2019, BPR purchased 200,000 shares of Class A Stock at an average purchase price of $18.37 per share for an aggregate cost of approximately $3.68 million , which were subsequently canceled in July 2019. Furthermore, there were 647,250 shares of Class A Stock that were purchased in relation to the 2019 restricted stock grant. These shares were purchased at an average purchase price of $19.40 per share for an aggregate cost of approximately $12.59 million . In the third quarter of 2019, BPR purchased 197,225 shares of Class A Stock at an average purchase price of $18.56 per share for an aggregate cost of approximately $3.66 million , which were subsequently canceled in the quarter. Class B Stock and Series B Preferred Stock Dividends Our Board of Directors declared dividends on the Class B-1 Stock, Class B-2 Stock and the Series B Preferred Stock during 2019 as follows: Class B-1 Stock Dividends Declaration Date Record Date Payment Date Average Dividend Per Share 2019 November 4 December 25 December 25 $ 0.110 On November 4, 2019, a partial dividend was declared in the amount of $.11 per share of the Class B-1 Stock. Class B-2 Stock Dividends Declaration Date Record Date Payment Date Average Dividend Per Share 2019 November 4 December 25 December 25 $ 0.110 On November 4, 2019, a partial dividend was declared in the amount of $.11 per share of the Class B-2 Stock. Combined Class B stock and Series B Preferred Stock (Prior to Restated Charter) Declaration Date Record Date Payment Date Average Dividend Per Share 2019 May 25 June 25 June 25 $ 0.397 March 25 March 27 March 27 1.015 A dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from the date of issue to March 31, 2019 at the rate of 7.5% per annum payable on March 27, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on March 27, 2019 for a combined distribution total of approximately $467.3 million . In the second quarter of 2019, a dividend was declared on the Class B-1 Stock and the Series B Preferred Stock of the Company in the amount equal to all unpaid dividends on such shares from March 31, 2019 to June 25, 2019 at the rate of 7.5% per annum payable on June 25, 2019 to the holders of record of Class B-1 Stock and the Series B Preferred Stock on June 25, 2019 for a combined distribution total of approximately $183.8 million . Class B-1 Stock Redemption In the first quarter of 2019, BPR redeemed 10,496,703 shares of Class B-1 Stock held by BPR FIN 1 Subco LLC, a related party, for fair market value consideration of $224.5 million , being the redemption amount of the shares acquired at $21.39 per share. Class B-2 Stock Exchange On June 26, 2019, following the effectiveness of the Restated Charter, certain subsidiaries of BPR FIN 1 Subco LLC, a related party, exchanged an aggregate of 121,203,654 shares of Class B-1 Stock held by such subsidiaries for 121,203,654 shares of Class B-2 Stock. Common Stock Dividend Our Board of Directors declared common stock dividends during 2018 as follows: Declaration Date (1) Record Date Payment Date Dividend Per Share 2018 May 3 July 13 July 31 $ 0.22 February 7 April 13 April 30 0.22 (1) Excludes the Pre-Closing Dividend ( Note 1 ). A 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 fourth business day preceding the record date for a dividend payment were able to have that dividend reinvested. As a result of the DRIP elections, no shares were issued during the nine months ended September 30, 2019 and September 30, 2018. The Company terminated the registration statement relating to the 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 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 C 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 2019 and 2018 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2019 November 4 December 13 January 1 $ 0.3984 August 1 September 13 October 1 0.3984 May 6 June 14 July 1 0.3984 February 6 March 15 April 1 0.3984 2018 November 1 December 14 January 1 $ 0.3984 July 31 September 17 October 1 0.3984 May 3 June 15 July 2 0.3984 February 7 March 15 April 2 0.3984 Accumulated Other Comprehensive Loss The following table reflects the components of accumulated other comprehensive loss as of September 30, 2019 and 2018 : September 30, 2019 September 30, 2018 Net unrealized gains on financial instruments $ 12 $ 132 Foreign currency translation (87,530 ) (84,824 ) Accumulated other comprehensive loss $ (87,518 ) $ (84,692 ) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Class A Stock 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 January 1, 2019 through September 30, 2019 . There were 109,804,513 and 66,056,819 shares of Class A Stock outstanding as of December 31, 2018 and September 30, 2019 , respectively. EPS is not presented for Class B Stock, Series B Preferred Stock or Class C Stock as these classes of stock are not publicly traded. Common Stock In 2018, basic EPS for common stock was computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS for common stock was 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 options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), were computed using the "treasury" method. The dilutive effect of the Preferred Units was 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 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. 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 the net income therefore resulting in no effect on EPS. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS The GGP Inc. 2010 Equity Plan (the "Equity Plan") was renamed as the Amended and Restated Brookfield Property REIT Inc. 2010 Equity Incentive Plan on August 28, 2018 in connection with the BPY Transaction. 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 . In connection with the BPY Transaction, the Equity Plan was amended and certain outstanding awards were modified. All outstanding GGP 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 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, 2019 and 2018 is summarized in the following table in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options - Property management and other costs $ 10 $ 41 $ 40 $ 188 Stock options - General and administrative ā 38 4 112 Restricted stock - Property management and other costs 1,477 5,952 4,601 9,056 Restricted stock - General and administrative 508 10,231 1,268 12,125 LTIP Units - Property management and other costs 51 552 206 1,187 LTIP Units - General and administrative 204 13,176 1,578 21,138 Total $ 2,250 $ 29,990 $ 7,697 $ 43,806 The following tables summarize stock option, LTIP Unit and restricted stock activity for the Equity Plan for the nine months ended September 30, 2019 and 2018 : 2019 2018 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 1,011,523 $ 19.71 14,427,103 $ 17.84 Granted ā ā 1,068,818 19.70 Exercised (773,642 ) 17.91 (338,715 ) 16.55 Forfeited (13 ) 26.05 (1,082 ) 28.86 Expired ā ā (55,917 ) 23.27 Conversion effect (1) ā ā (14,081,389 ) 17.85 Stock options Outstanding at September 30, 237,868 $ 25.59 1,018,818 $ 19.76 (1) In connection with the BPY Transaction, outstanding GGP 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, 2019 as they are held by employees of BPR subsidiaries. Stock compensation costs related to the grant of BPY option awards to employees of BPR subsidiaries are recognized as compensation expense with a corresponding capital contribution from BPY. 2019 2018 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 3,921,175 $ 25.96 14,427,103 $ 17.84 Granted (1) ā ā 1,068,818 19.70 Exercised (1,715,722 ) 28.34 (338,715 ) 16.55 Forfeited (19,793 ) 22.42 (1,082 ) 28.86 Expired ā ā (55,917 ) 23.27 Conversion effect (1) ā ā (14,081,389 ) 17.85 LTIP Units Outstanding at September 30, 2,185,660 $ 24.12 1,018,818 $ 19.76 (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, 2019 as they are held by employees of BPR subsidiaries. Stock compensation costs related to the grant of BPY affiliate LTIP awards to employees of BPR subsidiaries are recognized as compensation expense with a corresponding capital contribution from BPY. 2019 2018 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Class A Restricted Stock Outstanding at January 1, 986,937 $ 22.48 1,089,364 $ 25.29 Granted 647,226 19.94 1,074,137 21.52 Vested (401,528 ) 22.60 (394,995 ) 23.69 Forfeited (39,776 ) 21.16 (123,232 ) 24.42 Conversion effect (1) ā ā (635,698 ) 24.52 Class A Restricted Stock Outstanding at September 30, 1,192,859 $ 21.11 1,009,576 $ 22.49 (1) In connection with the BPY Transaction, outstanding restricted GGP shares were replaced with restricted shares of Class A Stock. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. September 30, 2019 December 31, 2018 Trade receivables $ 96,542 $ 97,329 Short-term tenant receivables 4,143 4,378 Straight-line rent receivable 142,232 137,387 Other accounts receivable 56 3,126 Total accounts receivable 242,973 242,220 Provision for doubtful accounts (24,051 ) (19,658 ) Total accounts receivable, net $ 218,922 $ 222,562 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. September 30, 2019 December 31, 2018 Notes receivable $ 38,765 $ 239,597 Accrued interest 5,785 17,340 Total notes receivable $ 44,550 $ 256,937 During the period, the note receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York was satisfied as part of the transaction which included payment of principal of $249.5 million and interest of $54.7 million (Note 3). On January 30, 2019, we entered into a revolving credit facility with BPY Bermuda Holdings IV Limited, a related party, in which we lent $330.0 million . The note had an interest rate of LIBOR plus 2.50% and matured on January 30, 2020. On March 25, 2019, the note was paid down in full. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. September 30, 2019 December 31, 2018 Trade receivables $ 96,542 $ 97,329 Short-term tenant receivables 4,143 4,378 Straight-line rent receivable 142,232 137,387 Other accounts receivable 56 3,126 Total accounts receivable 242,973 242,220 Provision for doubtful accounts (24,051 ) (19,658 ) Total accounts receivable, net $ 218,922 $ 222,562 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. September 30, 2019 December 31, 2018 Notes receivable $ 38,765 $ 239,597 Accrued interest 5,785 17,340 Total notes receivable $ 44,550 $ 256,937 During the period, the note receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York was satisfied as part of the transaction which included payment of principal of $249.5 million and interest of $54.7 million (Note 3). On January 30, 2019, we entered into a revolving credit facility with BPY Bermuda Holdings IV Limited, a related party, in which we lent $330.0 million . The note had an interest rate of LIBOR plus 2.50% and matured on January 30, 2020. On March 25, 2019, the note was paid down in full. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 112,399 $ (84,842 ) $ 27,557 $ 160,363 $ (125,152 ) $ 35,211 Below-market ground leases, net ā ā ā 61,983 (8,293 ) 53,690 Real estate tax stabilization agreement, net 111,506 (56,126 ) 55,380 111,506 (51,393 ) 60,113 Total intangible assets $ 223,905 $ (140,968 ) $ 82,937 $ 333,852 $ (184,838 ) $ 149,014 Remaining prepaid expenses and other assets: Restricted cash 47,877 51,674 Security and escrow deposits 1,196 1,394 Prepaid expenses 32,008 39,816 Other non-tenant receivables 47,108 53,016 Right of use assets, net 116,039 ā Other 22,667 18,734 Total remaining prepaid expenses and other assets 266,895 164,634 Total prepaid expenses and other assets $ 349,832 $ 313,648 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 134,320 (58,814 ) $ 75,506 194,858 (76,825 ) $ 118,033 Above-market ground leases, net ā ā ā 754 (73 ) 681 Total intangible liabilities $ 134,320 $ (58,814 ) $ 75,506 $ 195,612 $ (76,898 ) $ 118,714 Remaining accounts payable and accrued expenses: Accrued interest 56,540 29,576 Accounts payable and accrued expenses 52,002 68,425 Accrued real estate taxes 61,331 59,877 Deferred gains/income 68,868 75,841 Accrued payroll and other employee liabilities 50,339 64,515 Construction payable 221,995 267,102 Tenant and other deposits 13,441 12,248 Lease liability right of use 71,214 ā Insurance reserve liability 12,053 12,281 Capital lease obligations 5,385 5,385 Conditional asset retirement obligation liability 2,240 2,484 Other 152,863 236,921 Total remaining Accounts payable and accrued expenses 768,271 834,655 Total Accounts payable and accrued expenses $ 843,777 $ 953,369 |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 | |
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, 2019 2018 2019 2018 (Dollars in thousands) Contractual rent expense, including participation rent $ 3,475 $ 1,982 $ 9,667 $ 6,323 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 3,475 1,204 9,667 4,441 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 25, 2019, the Company closed on a new loan on First Colony Mall for a total of $220.0 million with a 10-year fixed interest rate at 3.55% and a maturity date of November 1, 2029. This loan replaced the previous debt of $169.1 million with an interest rate of 4.50% that matured on November 1, 2019. On November 1, 2019, the Company closed on a new loan on Natick Mall for a total of $505.0 million with a 5-year fixed interest rate at 3.72% and a maturity date of November 1, 2024. This loan replaced the previous debt of $419.4 million with an interest rate of 4.60% that matured on November 1, 2019. On November 1, 2019, the Company completed the purchase of all of our joint venture partners' interests in Park Meadows, Shops at Merrick Park, Towson Town Center, and Perimeter Mall. This resulted in the Company obtaining 100% ownership of the entities. Concurrently, we sold all of our interest in Bridgewater Commons to the same joint venture partner. Additionally, we obtained a new loan for Park Meadows Mall for $700.0 million with a five -year fixed interest rate at 3.56% and a maturity date of November 1, 2024. This loan replaced the previous debt of $360.0 million with an interest rate at 4.60% that was scheduled to mature on December 1, 2023 and resulted in a $35.6 million prepayment penalty. We also obtained a new loan at Shops at Merrick Park for a total of $390.0 million with a five -year fixed interest rate of 3.90% and a maturity date of November 1, 2024. This loan replaced the previous debt of $161.0 million with an interest rate of 5.73% that was scheduled to mature on April 1, 2021 and resulted in a $8.0 million prepayment penalty. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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 property operations 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 or combined assets. When assessing segment operating performance, certain non-cash and non-comparable items such as straight-line rent, depreciation expense and intangible asset and liability amortization are excluded from property operations, which are a result of GGP's 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. |
Acquisitions of Operating Properties | Acquisitions of Operating Properties ( Note 3 ) The fair values of tangible assets are determined on an "if vacant" basis. The "if vacant" fair value is allocated to land, where applicable, buildings, equipment and tenant improvements based on comparable sales and other relevant information with respect to the property. Specifically, the "if vacant" value of the buildings and equipment was calculated using a cost approach utilizing published guidelines for current replacement cost or actual construction costs for similar, recently developed properties; and an income approach. Assumptions used in the income approach to the value of buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and site improvement value. The estimated fair value of in-place tenant leases includes lease origination costs (costs we would have incurred to lease the property to the current occupancy level of the property) and the lost revenues during the period necessary to lease-up from vacant to current occupancy level. Such estimates include the fair value of leasing commissions, legal costs and tenant coordination costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over which such occupancy level would be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance, and utilities) incurred during the lease-up period, which generally ranges up to one year. The fair value of the acquired in-place tenant leases is included in the balance of buildings and equipment and amortized over the remaining lease term for each tenant. Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are 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 certain. 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 real estate 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 (Loss). 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 (Loss) 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, 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 (Loss) 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 three months ended September 30, 2019, we recorded an impairment charge of $38.8 million on our Consolidated Statements of Comprehensive Income (Loss) related to one operating property where the carrying value exceeded the transfer price to our affiliate (Note 3). During the nine months ended September 30, 2019 , we recorded a $223.1 million impairment charge on our Consolidated Statements of Comprehensive Income (Loss), $184.3 million of which related to one operating property as a result of a significant decrease in market leasing assumptions and $38.8 million of which related to the impairment charge on the operating property discussed above. During the nine months ended September 30, 2018 , we recorded a $45.9 million impairment charge on our Consolidated Statements of Comprehensive Income (Loss) related to one operating property that had non-recourse debt maturing during 2019 that exceeded the fair value of the operating property. 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk |
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, 2019 | |
Accounting Policies [Abstract] | |
Schedule of gross asset balances of in-place value of tenant leases | The gross asset balances and accumulated amortization 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, 2019 Tenant leases: In-place value $ 162,548 $ (68,464 ) $ 94,084 As of December 31, 2018 Tenant leases: In-place value $ 188,140 $ (86,510 ) $ 101,630 |
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 14 and Note 15 , had the following effects on our income from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Amortization/accretion effect on continuing operations $ (8,665 ) $ (11,524 ) $ (18,446 ) $ (42,390 ) |
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations | Future amortization/accretion of all intangibles in Note 14 and Note 15 , is estimated to decrease results from continuing operations as follows: Year Amount 2019 Remaining $ 4,621 2020 14,067 2021 9,499 2022 8,741 2023 8,458 |
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, 2019 2018 2019 2018 Management fees from affiliates $ 44,206 $ 30,483 $ 123,444 $ 82,278 Management fee expense (11,956 ) (11,630 ) (36,485 ) (32,409 ) Net management fees from affiliates $ 32,250 $ 18,853 $ 86,959 $ 49,869 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 three and nine months ended September 30, 2019, we recognized $38.8 million and $223.1 million in impairment charges, respectively. During the three and nine months ended September 30, 2018 , we recognized $7.5 million and $45.9 million in impairment charges, respectively. 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, 2019 Investments in real estate (1) $ 419,327 $ ā $ ā $ 419,327 38,794 Nine months ended September 30, 2019 Investments in real estate (1) $ 599,721 $ ā $ ā $ 599,721 $ 223,142 Three months ended September 30, 2018 Investments in real estate (1) $ 62,490 $ ā $ ā $ 62,490 7,487 Nine months ended September 30, 2018 Investments in real estate (1) $ 62,490 $ ā $ ā $ 62,490 45,866 _______________________________________________________________________________ (1) Refer to Note 2 |
Schedule of Unobservable Quantitative Inputs | Unobservable Quantitative Input Rate Three months ended September 30, 2019 Agreed upon purchase price N/A Nine months ended September 30, 2019 Discount rate 5.50% Terminal capitalization rate 4.00% Three and nine months ended September 30, 2018 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, 2019 and December 31, 2018 . September 30, 2019 December 31, 2018 Carrying Amount (1) Estimated Fair Value Carrying Amount (2) Estimated Fair Value Fixed-rate debt $ 6,979,976 $ 7,026,813 $ 6,073,193 $ 6,048,104 Variable-rate debt 7,327,227 7,413,350 6,516,456 6,614,172 $ 14,307,203 $ 14,440,163 $ 12,589,649 $ 12,662,276 (1) Includes net market rate adjustments of $6.5 million and deferred financing costs of $132.7 million , net. (2) Includes net market rate adjustments of $7.7 million and deferred financing costs of $123.8 million |
UNCONSOLIDATED REAL ESTATE AF_2
UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
UNCONSOLIDATED REAL ESTATE AFFILIATES | |
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates | ( Note 2 ). September 30, 2019 December 31, 2018 Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates Assets: Land $ 3,608,922 $ 3,595,706 Buildings and equipment 23,342,387 23,468,110 Less accumulated depreciation (4,830,466 ) (4,361,210 ) Construction in progress 958,722 489,250 Net property and equipment 23,079,565 23,191,856 Investment in unconsolidated joint ventures 72,171 632,060 Net investment in real estate 23,151,736 23,823,916 Cash and cash equivalents 714,812 540,905 Accounts receivable, net 383,495 348,655 Notes receivable 22,151 22,881 Deferred expenses, net 473,797 511,814 Prepaid expenses and other assets 740,947 796,815 Total assets $ 25,486,938 $ 26,044,986 Liabilities and Owners' Equity: \ Mortgages, notes and loans payable $ 16,489,813 $ 16,139,498 Accounts payable, accrued expenses and other liabilities 1,103,734 1,118,663 Redeemable non-controlling interest 125 ā Cumulative effect of foreign currency translation ("CFCT") (12,574 ) (21,384 ) Owners' equity, excluding CFCT 7,905,840 8,808,209 Total liabilities and owners' equity $ 25,486,938 $ 26,044,986 Investment in Unconsolidated Real Estate Affiliates, Net: Owners' equity $ 7,893,266 $ 8,786,824 Less: joint venture partners' equity (4,379,829 ) (4,796,896 ) Plus: excess investment/basis differences 1,258,943 1,220,632 Investment in Unconsolidated Real Estate Affiliates, net (equity method) 4,772,380 5,210,560 Investment in Unconsolidated Real Estate Affiliates, net (cost method) 57,061 30,483 Retail investment, net 20,271 19,912 Investment in Unconsolidated Real Estate Affiliates, net $ 4,849,712 $ 5,260,955 Reconciliation - Investment in Unconsolidated Real Estate Affiliates: Asset - Investment in Unconsolidated Real Estate Affiliates $ 4,935,345 $ 5,385,582 Liability - Investment in Unconsolidated Real Estate Affiliates (85,633 ) (124,627 ) Investment in Unconsolidated Real Estate Affiliates, net $ 4,849,712 $ 5,260,955 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates (1) Revenues: Rental revenues, net $ 622,704 $ 507,749 $ 1,885,482 $ 1,355,703 Condominium sales 9,390 28,401 9,390 77,674 Other 51,224 16,278 85,059 47,280 Total revenues 683,318 552,428 1,979,931 1,480,657 Expenses: Real estate taxes 61,633 47,160 184,215 121,516 Property maintenance costs 11,886 10,047 40,026 22,655 Marketing 4,111 4,379 13,930 13,296 Other property operating costs 87,034 71,226 249,925 184,218 Condominium cost of sales 6,844 20,701 6,844 56,625 Provision for doubtful accounts ā 3,882 ā 7,802 Property management and other costs (2) 27,645 25,821 83,649 71,681 General and administrative 1,309 566 3,440 2,232 Depreciation and amortization 254,413 174,295 780,729 458,617 Total expenses 454,875 358,077 1,362,758 938,642 Interest income 3,288 1,763 8,783 5,187 Interest expense (188,722 ) (149,139 ) (538,394 ) (369,786 ) Benefit from income taxes (354 ) (320 ) (743 ) (722 ) (Loss) income in unconsolidated joint ventures (6,254 ) 555 (23,498 ) (17,116 ) Income from continuing operations 36,401 47,210 63,321 159,578 Allocation to noncontrolling interests (13 ) (17 ) (40 ) (54 ) Net income attributable to the ventures $ 36,388 $ 47,193 $ 63,281 $ 159,524 Equity In Income (loss) of Unconsolidated Real Estate Affiliates: Net income attributable to the ventures $ 36,388 $ 47,193 $ 63,281 $ 159,524 Joint venture partners' share of income (15,576 ) (16,287 ) (28,202 ) (64,528 ) Elimination of gain from consolidated real estate investment with interest owned through joint venture ā 53 ā 679 Gain (loss) on retail investment 5,785 10,526 1,249 3,427 Amortization of capital or basis differences (10,452 ) (21,149 ) (35,894 ) (39,896 ) Equity in income (loss) of Unconsolidated Real Estate Affiliates $ 16,145 $ 20,336 $ 434 $ 59,206 (1) The Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates include 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 BPRRS and BRMI. |
MORTGAGES, NOTES AND LOANS PA_2
MORTGAGES, NOTES AND LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 (1) Weighted-Average Interest Rate (2) December 31, 2018 (3) Weighted-Average Interest Rate (2) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ 5,991,736 4.34 % $ 6,073,193 4.38 % Senior secured notes - silver bonds 988,240 5.75 % ā ā Total fixed-rate debt 6,979,976 4.54 % 6,073,193 4.38 % Variable-rate debt: Collateralized mortgages, notes and loans payable (4) 2,606,811 4.57 % 1,702,142 4.22 % Unsecured corporate debt (5) 4,720,416 4.41 % 4,814,314 4.86 % Total variable-rate debt 7,327,227 4.47 % 6,516,456 4.69 % Total Mortgages, notes and loans payable $ 14,307,203 4.50 % $ 12,589,649 4.54 % Junior subordinated notes $ 206,200 3.72 % $ 206,200 3.97 % (1) Includes $6.5 million of market rate adjustments and $132.7 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 $7.7 million of market rate adjustments and $123.8 million of deferred financing costs, net. (4) $1.3 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 debt obligations, the terms of which are described below: September 30, 2019 (1) Weighted-Average Interest Rate December 31, 2018 (2) Weighted-Average Interest Rate Corporate debt: Unsecured corporate debt $ 4,814,014 4.41 % $ 4,923,740 4.86 % Senior secured notes - silver bonds 1,000,000 5.75 % ā ā Total corporate debt $ 5,814,014 4.64 % $ 4,923,740 4.86 % (1) Excludes deferred financing costs of $105.4 million in 2019 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. (2) Excludes deferred financing costs of $109.4 million in 2018 that decrease the total amount that appears outstanding in our Consolidated Balance Sheets. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Maturity of Operating Leases | The maturity of our operating lease liabilities as of September 30, 2019 is as follows: Year Amount Remainder of 2019 $ 2,138 2020 8,755 2021 8,970 2022 9,191 2023 9,418 2024 9,650 2025 and thereafter 93,732 Total undiscounted lease payments 141,854 Less: Present value adjustment (70,640 ) Total lease liability $ 71,214 |
Schedule of Lease Payments to be Received From Operating Leases | The maturity analysis of the lease payments we expect to receive from our operating leases as of September 30, 2019 is as follows: Year Amount Remainder of 2019 $ 250,860 2020 933,247 2021 861,283 2022 770,277 2023 679,050 2024 574,700 Subsequent 2,001,802 $ 6,071,219 The maturity analysis of the lease payments we expect to receive from our operating leases as of December 31, 2018 is as follows: Year Amount 2019 $ 764,196 2020 696,381 2021 621,582 2022 543,232 2023 464,453 Subsequent 1,442,312 $ 4,532,156 |
Schedule of Rental Revenues from Operating Leases | In accordance with the terms of our operating leases, we bill our tenants separately for minimum rents, tenant recoveries and overage rents, lease termination income as shown below for the three and nine months ended September 30, 2019 : Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Minimum rents, billed $ 224,326 $ 665,263 Tenant recoveries, billed 89,253 269,346 Lease termination income, billed 3,875 6,320 Overage rent, billed 2,865 9,159 Total contractual operating lease billings 320,319 950,088 Adjustment to recognize contractual operating lease billings on a straight-line basis 1,684 5,633 Above and below-market tenant leases, net (37 ) 7,250 Less provision for doubtful accounts (4,497 ) (8,243 ) Total rental revenues, net $ 317,469 $ 954,728 |
EQUITY AND REDEEMABLE NONCONT_2
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 2018 2019 2018 Distributions to preferred BPROP units ("Preferred Units") $ (1,352 ) $ (1,554 ) $ (4,389 ) $ (2,814 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("Common Units") ā (30,425 ) ā (31,803 ) Net income allocation to noncontrolling interests in BPROP from continuing operations ("LTIP Units") ā (7,835 ) ā (8,159 ) Net loss (income) allocated to noncontrolling interest in consolidated real estate affiliates 389 (379 ) 10,309 (1,226 ) Net loss (income) allocated to noncontrolling interest of the Operating Partnership (1) 4,329 11,212 28,697 11,212 Allocation to noncontrolling interests 3,366 (28,981 ) 34,617 (32,790 ) Other comprehensive (income) loss allocated to noncontrolling interests ā (124 ) ā (39 ) Comprehensive loss (income) allocated to noncontrolling interests $ 3,366 $ (29,105 ) $ 34,617 $ (32,829 ) |
Schedule of Redeemable Noncontrolling Interest Activity [Table Text Block] | The following table reflects the activity of the common redeemable noncontrolling interests for the three and nine months ended September 30, 2019 , and 2018 . Balance at January 1, 2018 $ 248,126 Net income 560 Distributions (1,842 ) Other comprehensive loss (2 ) Fair value adjustment for noncontrolling interests in Operating Partnership (23,252 ) Balance at March 31, 2018 223,590 Net income 818 Distributions (1,842 ) Other comprehensive income (loss) (84 ) Fair value adjustment for noncontrolling interests in Operating Partnership 857 Balance at June 30, 2018 223,339 Net income 30,425 Distributions (1 ) Adjustment of Mezzanine Equity to fair value (40,294 ) Other comprehensive income (loss) 125 Common Unit Redemption to Common Stock (85,818 ) Reclassification of Mezzanine Equity to Permanent Equity (37,840 ) Fair value adjustment for noncontrolling interests in Operating Partnership 22,395 Pre-Closing Dividend (60,673 ) BPR Equity Recapitalization 21,923 Balance at September 30, 2018 $ 73,581 Balance at January 1, 2019 $ 73,696 Net income 3,358 Series K Preferred Unit redemption (14,935 ) Balance at March 31, 2019 62,119 Net income 103 Balance at June 30, 2019 62,222 Net income 42 Balance at September 30, 2019 $ 62,264 |
Summary of dividends declared | Our Board of Directors declared Class A Stock dividends during 2019 and 2018 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2019 November 4 November 29 December 31 $ 0.330 August 1 August 30 September 30 0.330 May 6 May 31 June 28 0.330 February 6 February 28 March 29 0.330 2018 October 31 November 30 December 31 $ 0.315 August 28 August 31 September 28 0.315 Our Board of Directors declared common stock dividends during 2018 as follows: Declaration Date (1) Record Date Payment Date Dividend Per Share 2018 May 3 July 13 July 31 $ 0.22 February 7 April 13 April 30 0.22 (1) Excludes the Pre-Closing Dividend ( Note 1 ). Our Board of Directors declared dividends on the Class B-1 Stock, Class B-2 Stock and the Series B Preferred Stock during 2019 as follows: Class B-1 Stock Dividends Declaration Date Record Date Payment Date Average Dividend Per Share 2019 November 4 December 25 December 25 $ 0.110 On November 4, 2019, a partial dividend was declared in the amount of $.11 per share of the Class B-1 Stock. Class B-2 Stock Dividends Declaration Date Record Date Payment Date Average Dividend Per Share 2019 November 4 December 25 December 25 $ 0.110 On November 4, 2019, a partial dividend was declared in the amount of $.11 per share of the Class B-2 Stock. Combined Class B stock and Series B Preferred Stock (Prior to Restated Charter) Declaration Date Record Date Payment Date Average Dividend Per Share 2019 May 25 June 25 June 25 $ 0.397 March 25 March 27 March 27 1.015 |
Schedule of Preferred Dividends Payable | Our Board of Directors declared preferred stock dividends during 2019 and 2018 as follows: Declaration Date Record Date Payment Date Dividend Per Share 2019 November 4 December 13 January 1 $ 0.3984 August 1 September 13 October 1 0.3984 May 6 June 14 July 1 0.3984 February 6 March 15 April 1 0.3984 2018 November 1 December 14 January 1 $ 0.3984 July 31 September 17 October 1 0.3984 May 3 June 15 July 2 0.3984 February 7 March 15 April 2 0.3984 |
Schedule of accumulated other comprehensive loss | The following table reflects the components of accumulated other comprehensive loss as of September 30, 2019 and 2018 : September 30, 2019 September 30, 2018 Net unrealized gains on financial instruments $ 12 $ 132 Foreign currency translation (87,530 ) (84,824 ) Accumulated other comprehensive loss $ (87,518 ) $ (84,692 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [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, 2019 and 2018 is summarized in the following table in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Stock options - Property management and other costs $ 10 $ 41 $ 40 $ 188 Stock options - General and administrative ā 38 4 112 Restricted stock - Property management and other costs 1,477 5,952 4,601 9,056 Restricted stock - General and administrative 508 10,231 1,268 12,125 LTIP Units - Property management and other costs 51 552 206 1,187 LTIP Units - General and administrative 204 13,176 1,578 21,138 Total $ 2,250 $ 29,990 $ 7,697 $ 43,806 |
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, 2019 and 2018 : 2019 2018 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Stock options Outstanding at January 1, 1,011,523 $ 19.71 14,427,103 $ 17.84 Granted ā ā 1,068,818 19.70 Exercised (773,642 ) 17.91 (338,715 ) 16.55 Forfeited (13 ) 26.05 (1,082 ) 28.86 Expired ā ā (55,917 ) 23.27 Conversion effect (1) ā ā (14,081,389 ) 17.85 Stock options Outstanding at September 30, 237,868 $ 25.59 1,018,818 $ 19.76 |
Summary of LTIP Unit and Restricted stock activity | 2019 2018 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value LTIP Units Outstanding at January 1, 3,921,175 $ 25.96 14,427,103 $ 17.84 Granted (1) ā ā 1,068,818 19.70 Exercised (1,715,722 ) 28.34 (338,715 ) 16.55 Forfeited (19,793 ) 22.42 (1,082 ) 28.86 Expired ā ā (55,917 ) 23.27 Conversion effect (1) ā ā (14,081,389 ) 17.85 LTIP Units Outstanding at September 30, 2,185,660 $ 24.12 1,018,818 $ 19.76 (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, 2019 as they are held by employees of BPR subsidiaries. Stock compensation costs related to the grant of BPY affiliate LTIP awards to employees of BPR subsidiaries are recognized as compensation expense with a corresponding capital contribution from BPY. 2019 2018 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Class A Restricted Stock Outstanding at January 1, 986,937 $ 22.48 1,089,364 $ 25.29 Granted 647,226 19.94 1,074,137 21.52 Vested (401,528 ) 22.60 (394,995 ) 23.69 Forfeited (39,776 ) 21.16 (123,232 ) 24.42 Conversion effect (1) ā ā (635,698 ) 24.52 Class A Restricted Stock Outstanding at September 30, 1,192,859 $ 21.11 1,009,576 $ 22.49 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Summary of significant components of accounts receivable, net | The following table summarizes the significant components of accounts receivable, net. September 30, 2019 December 31, 2018 Trade receivables $ 96,542 $ 97,329 Short-term tenant receivables 4,143 4,378 Straight-line rent receivable 142,232 137,387 Other accounts receivable 56 3,126 Total accounts receivable 242,973 242,220 Provision for doubtful accounts (24,051 ) (19,658 ) Total accounts receivable, net $ 218,922 $ 222,562 The following table summarizes the significant components of notes receivable. September 30, 2019 December 31, 2018 Notes receivable $ 38,765 $ 239,597 Accrued interest 5,785 17,340 Total notes receivable $ 44,550 $ 256,937 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Summary of significant components of notes receivable | The following table summarizes the significant components of accounts receivable, net. September 30, 2019 December 31, 2018 Trade receivables $ 96,542 $ 97,329 Short-term tenant receivables 4,143 4,378 Straight-line rent receivable 142,232 137,387 Other accounts receivable 56 3,126 Total accounts receivable 242,973 242,220 Provision for doubtful accounts (24,051 ) (19,658 ) Total accounts receivable, net $ 218,922 $ 222,562 The following table summarizes the significant components of notes receivable. September 30, 2019 December 31, 2018 Notes receivable $ 38,765 $ 239,597 Accrued interest 5,785 17,340 Total notes receivable $ 44,550 $ 256,937 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Gross Asset Accumulated Amortization Balance Gross Asset Accumulated Amortization Balance Intangible assets: Above-market tenant leases, net $ 112,399 $ (84,842 ) $ 27,557 $ 160,363 $ (125,152 ) $ 35,211 Below-market ground leases, net ā ā ā 61,983 (8,293 ) 53,690 Real estate tax stabilization agreement, net 111,506 (56,126 ) 55,380 111,506 (51,393 ) 60,113 Total intangible assets $ 223,905 $ (140,968 ) $ 82,937 $ 333,852 $ (184,838 ) $ 149,014 Remaining prepaid expenses and other assets: Restricted cash 47,877 51,674 Security and escrow deposits 1,196 1,394 Prepaid expenses 32,008 39,816 Other non-tenant receivables 47,108 53,016 Right of use assets, net 116,039 ā Other 22,667 18,734 Total remaining prepaid expenses and other assets 266,895 164,634 Total prepaid expenses and other assets $ 349,832 $ 313,648 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Gross Liability Accumulated Accretion Balance Gross Liability Accumulated Accretion Balance Intangible liabilities: Below-market tenant leases, net 134,320 (58,814 ) $ 75,506 194,858 (76,825 ) $ 118,033 Above-market ground leases, net ā ā ā 754 (73 ) 681 Total intangible liabilities $ 134,320 $ (58,814 ) $ 75,506 $ 195,612 $ (76,898 ) $ 118,714 Remaining accounts payable and accrued expenses: Accrued interest 56,540 29,576 Accounts payable and accrued expenses 52,002 68,425 Accrued real estate taxes 61,331 59,877 Deferred gains/income 68,868 75,841 Accrued payroll and other employee liabilities 50,339 64,515 Construction payable 221,995 267,102 Tenant and other deposits 13,441 12,248 Lease liability right of use 71,214 ā Insurance reserve liability 12,053 12,281 Capital lease obligations 5,385 5,385 Conditional asset retirement obligation liability 2,240 2,484 Other 152,863 236,921 Total remaining Accounts payable and accrued expenses 768,271 834,655 Total Accounts payable and accrued expenses $ 843,777 $ 953,369 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 2018 2019 2018 (Dollars in thousands) Contractual rent expense, including participation rent $ 3,475 $ 1,982 $ 9,667 $ 6,323 Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent 3,475 1,204 9,667 4,441 |
ORGANIZATION (Details)
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2019property | |
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% |
United States | Regional Malls | |
Real estate properties | |
Number of Real Estate Properties | 123 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications and Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |||||||
Cash and cash equivalents | $ 189,212 | $ 189,212 | $ 247,019 | ||||
Restricted cash | 47,877 | 47,877 | 51,674 | ||||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | 237,089 | $ 305,533 | 237,089 | $ 305,533 | $ 298,693 | $ 231,939 | |
Change in restricted cash related to operating activities | 252,193 | 488,225 | |||||
Change in restricted cash related to investing activities | (395,973) | 2,606,793 | |||||
Change in restricted cash related to financing activities | 82,176 | (3,021,424) | |||||
Provision for impairment | $ 38,794 | $ 7,487 | $ 184,300 | $ 223,142 | $ 45,866 | ||
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 | 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 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Acquisitions of operating properties | |||||
Gross Asset | $ 223,905 | $ 223,905 | $ 333,852 | ||
Accumulated Amortization | (140,968) | (140,968) | (184,838) | ||
Balance | 82,937 | 82,937 | 149,014 | ||
Amortization/accretion effect on continuing operations | (8,665) | $ (11,524) | (18,446) | $ (42,390) | |
Future amortization/accretion of intangibles | |||||
2019 Remaining | 4,621 | 4,621 | |||
2020 | 14,067 | 14,067 | |||
2021 | 9,499 | 9,499 | |||
2022 | 8,741 | 8,741 | |||
2023 | 8,458 | 8,458 | |||
Tenant leases, In-place value | |||||
Acquisitions of operating properties | |||||
Gross Asset | 162,548 | 162,548 | 188,140 | ||
Accumulated Amortization | (68,464) | (68,464) | (86,510) | ||
Balance | $ 94,084 | $ 94,084 | $ 101,630 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Management Fees and Other Corporate Revenues, and Impairment (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Summary of significant accounting policies | |||||||
Property Management Fee, Percent Fee | 1.25% | ||||||
Management Fee Expense | $ 986 | ||||||
Provision for impairment | $ 38,794 | $ 7,487 | $ 184,300 | $ 223,142 | $ 45,866 | ||
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, 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 (Loss) 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 three months ended September 30, 2019, we recorded an impairment charge of $38.8 million on our Consolidated Statements of Comprehensive Income (Loss) related to one operating property where the carrying value exceeded the transfer price to our affiliate (Note 3). During the nine months ended September 30, 2019 , we recorded a $223.1 million impairment charge on our Consolidated Statements of Comprehensive Income (Loss), $184.3 million of which related to one operating property as a result of a significant decrease in market leasing assumptions and $38.8 million of which related to the impairment charge on the operating property discussed above. During the nine months ended September 30, 2018 , we recorded a $45.9 million impairment charge on our Consolidated Statements of Comprehensive Income (Loss) related to one operating property that had non-recourse debt maturing during 2019 that exceeded the fair value of the operating property. 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. | ||||||
Variable-rate debt | 7,327,227 | $ 7,327,227 | $ 7,327,227 | $ 6,516,456 | |||
Management Fees and Other Corporate Revenues | |||||||
Percentage of revenue earned from joint venture reported as management fees | 100.00% | ||||||
Management fees from affiliates | $ 44,206 | 30,483 | 123,444 | 82,278 | |||
Management fee expense | (11,956) | (11,630) | (36,485) | (32,409) | |||
Net management fees from affiliates | 32,250 | $ 18,853 | 86,959 | $ 49,869 | |||
Revolving Credit Facility | |||||||
Summary of significant accounting policies | |||||||
Variable-rate debt | $ 4,814,014 | $ 4,814,014 | $ 4,814,014 | $ 4,923,740 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Accounting Policies [Abstract] | ||||||||
Provision for impairment | $ 38,794 | $ 7,487 | $ 184,300 | $ 223,142 | $ 45,866 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Concentration Risk, Percentage | 10.00% | |||||||
Assets | $ 19,171,083 | 19,171,083 | $ 19,033,526 | |||||
Accrued Rent | $ 7,400 | |||||||
Minimum rents | 224,326 | 309,983 | 665,263 | 1,057,817 | ||||
Tenant recoveries | 89,253 | 133,103 | 269,346 | 446,260 | ||||
Overage rent | 2,865 | 4,681 | 9,159 | 14,853 | ||||
Total contractual operating lease billings | 320,319 | 950,088 | 0 | |||||
Total lease liability | 71,214 | 71,214 | 0 | |||||
Variable-rate debt | 7,327,227 | 7,327,227 | 6,516,456 | |||||
Retained earnings (accumulated deficit) | (5,686,823) | (5,686,823) | (4,721,335) | |||||
Recognition of right-of-use asset | $ 116,039 | $ 116,039 | 73,633 | 0 | $ 0 | |||
Weighted-average discount rate | 7.36% | 7.36% | ||||||
Fresh-Start Adjustment, Increase (Decrease), Assets | 45,400 | |||||||
Below Market Lease, Net | 52,800 | |||||||
Straight-line rent receivable | $ 142,232 | $ 142,232 | 53,779 | 137,387 | $ 0 | |||
Accounting Standards Update 2014-09 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Minimum rents | 0 | 0 | ||||||
Tenant recoveries | 0 | 0 | ||||||
Overage rent | 0 | 0 | ||||||
Total contractual operating lease billings | $ 447,767 | $ 1,518,930 | ||||||
Accounting Standards Update 2016-02 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total lease liability | 73,400 | |||||||
Recognition of right-of-use asset | $ 118,900 | |||||||
Revolving Credit Facility | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Variable-rate debt | 4,814,014 | 4,814,014 | 4,923,740 | |||||
Amount outstanding | $ 315,000 | $ 315,000 | $ 387,000 |
ACQUISITIONS, SALES AND JOINT_2
ACQUISITIONS, SALES AND JOINT VENTURE ACTIVITY - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 13, 2019USD ($)$ / sharesshares | Aug. 26, 2019USD ($) | Aug. 19, 2019USD ($) | Aug. 12, 2019USD ($) | Aug. 09, 2019USD ($) | Jul. 26, 2019USD ($)$ / sharesshares | Jun. 28, 2019USD ($) | Apr. 19, 2019USD ($)$ / sharesshares | Apr. 09, 2019USD ($) | Jan. 07, 2019USD ($) | Aug. 03, 2018USD ($) | Jul. 13, 2018USD ($) | Mar. 30, 2018USD ($) | Jan. 29, 2018USD ($) | Dec. 29, 2017USD ($) | Sep. 15, 2016USD ($)joint_venture | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate | 5.50% | ||||||||||||||||||||||
Shares, Outstanding | shares | 66,056,819 | 109,804,513 | 66,056,819 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates | $ 173,774 | $ 2,878,021 | |||||||||||||||||||||
Proceeds from Sale of Real Estate | $ 13,900 | $ 16,600 | |||||||||||||||||||||
Provision for impairment | $ 38,794 | $ 7,487 | $ 184,300 | 223,142 | 45,866 | ||||||||||||||||||
Real Estate Investments, Net | 17,581,160 | $ 17,228,454 | 17,581,160 | ||||||||||||||||||||
Gain from changes in control of investment properties and other, net | (39,712) | (2,850,017) | (39,712) | (2,862,681) | |||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 10,400 | 33,640 | $ 478,293 | 137,994 | $ 488,654 | $ 12,000 | |||||||||||||||||
Real Estate Investment Property, Net | 12,645,815 | 11,842,872 | 12,645,815 | ||||||||||||||||||||
Security and escrow deposits | $ 1,196 | 1,394 | 1,196 | ||||||||||||||||||||
PFC Associates [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Shares, Outstanding | shares | 10,000,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1 | ||||||||||||||||||||||
Business Acquisition, Date of Acquisition Agreement | $ 10,000 | ||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 3.20% | ||||||||||||||||||||||
730 5th Avenue Retail [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Other Real Estate, Additions | $ 1,560,500 | ||||||||||||||||||||||
Fair Value of Assets Acquired | 404,000 | ||||||||||||||||||||||
Contribution of Property | 364,300 | ||||||||||||||||||||||
Fair Value, Net Asset (Liability) | 12,200 | ||||||||||||||||||||||
Business Acquisition, Date of Acquisition Agreement | 153,000 | $ 805,400 | |||||||||||||||||||||
Proceeds from Collection of Notes Receivable | $ 249,500 | ||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 99.677% | 49.677% | 50.00% | ||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.323% | ||||||||||||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | $ 2,600 | ||||||||||||||||||||||
Interest Income, Other | 54,700 | ||||||||||||||||||||||
Proceeds from Sale of Real Estate | 12,600 | ||||||||||||||||||||||
Professional Fees | $ 400 | ||||||||||||||||||||||
Gain from changes in control of investment properties and other, net | (39,700) | ||||||||||||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 808,000 | ||||||||||||||||||||||
Partners' Capital, Other | (32,500) | ||||||||||||||||||||||
Investment Company, Net Assets, Period Increase (Decrease) | 808,000 | ||||||||||||||||||||||
SoNo Collection [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 19.50% | ||||||||||||||||||||||
Sale of Stock, Percentage of Ownership before Transaction | 80.50% | ||||||||||||||||||||||
Proceeds from Sale of Real Estate | $ 419,300 | ||||||||||||||||||||||
Provision for impairment | $ 38,800 | ||||||||||||||||||||||
Authentic Brands Group, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Fair Value of Assets Acquired | $ 32,100 | ||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 49.30% | 50.70% | |||||||||||||||||||||
Proceeds from Sale of Real Estate | $ 32,100 | ||||||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 16,800 | ||||||||||||||||||||||
Industrious National Management [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Shares, Outstanding | shares | 2,255,503 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.22 | ||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 2.00% | ||||||||||||||||||||||
Payments to Acquire Real Estate and Real Estate Joint Ventures | $ 5,000 | ||||||||||||||||||||||
Pinstripes [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Shares, Outstanding | shares | 1,250,000 | ||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 8 | ||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 7.60% | ||||||||||||||||||||||
Payments to Acquire Real Estate and Real Estate Joint Ventures | $ 10,000 | ||||||||||||||||||||||
Coronado [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Proceeds from Sale of Real Estate | $ 53,100 | ||||||||||||||||||||||
Bayside [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 12.00% | ||||||||||||||||||||||
Proceeds from Sale of Real Estate | $ 42,000 | ||||||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 104,400 | ||||||||||||||||||||||
Sears JV [Domain] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 49.49% | ||||||||||||||||||||||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates | $ 5,000 | $ 44,700 | |||||||||||||||||||||
Proceeds from Sale of Real Estate | $ 5,000 | ||||||||||||||||||||||
Gain (Loss) on Sale of Other Investments | $ 3,600 | ||||||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ (13,800) | $ 12,700 | |||||||||||||||||||||
685 Fifth Avenue | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates | $ 135,000 | ||||||||||||||||||||||
Repayments of Debt | $ 100,000 | ||||||||||||||||||||||
Aeropostale [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership in investment properties by joint venture, percentage | 46.00% | 54.00% | 26.00% | ||||||||||||||||||||
Number of Joint Ventures | joint_venture | 2 | ||||||||||||||||||||||
Payments to Acquire Real Estate and Real Estate Joint Ventures | $ 80,000 | ||||||||||||||||||||||
Payments to Acquire Interest in Joint Venture | $ 20,400 | ||||||||||||||||||||||
Future Fund [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Gain from changes in control of investment properties and other, net | (1,400,000) | ||||||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | 18,500 | ||||||||||||||||||||||
Authentic Brands Group, LLC [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Investment in Unconsolidated Real Estate Affiliates, net (cost method) | $ 30,500 | ||||||||||||||||||||||
TIAA [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Gain from changes in control of investment properties and other, net | (981,600) | ||||||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | 19,400 | ||||||||||||||||||||||
CBRE [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Gain from changes in control of investment properties and other, net | (461,200) | ||||||||||||||||||||||
CALPERS [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Unconsolidated Real Estate Affiliates - gain on investment, net | $ 440,300 | ||||||||||||||||||||||
730 5th Avenue Retail [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 720,000 | ||||||||||||||||||||||
Repayments of Debt | $ 180,000 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Provision for impairment | $ 38,794 | $ 7,487 | $ 184,300 | $ 223,142 | $ 45,866 | |
Carrying Amount | ||||||
Fixed-rate debt | 6,979,976 | 6,979,976 | $ 6,073,193 | |||
Variable-rate debt | 7,327,227 | 7,327,227 | 6,516,456 | |||
Total Mortgages, notes and loans payable | 14,307,203 | 14,307,203 | 12,589,649 | |||
Estimated Fair Value | ||||||
Fixed-rate debt | 7,026,813 | 7,026,813 | 6,048,104 | |||
Variable-rate debt | 7,413,350 | 7,413,350 | 6,614,172 | |||
Total long-term debt, fair value | 14,440,163 | 14,440,163 | 12,662,276 | |||
Market rate adjustments | 6,500 | 6,500 | 7,700 | |||
Deferred Finance Costs, Net | 132,700 | $ 132,700 | $ 123,800 | |||
Variable rate basis | LIBOR | |||||
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate | 5.50% | |||||
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 4.00% | |||||
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] | ||||||
Real Estate Investments, Fair Value Disclosure | 0 | 0 | $ 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] | ||||||
Real Estate Investments, Fair Value Disclosure | 0 | 0 | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Real Estate Investments, Fair Value Disclosure | 599,721 | 62,490 | 419,327 | 599,721 | 62,490 | |
Total Fair Value Measurement | Fair Value, Measurements, Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Real Estate Investments, Fair Value Disclosure | $ 599,721 | $ 62,490 | $ 419,327 | $ 599,721 | $ 62,490 | |
Minimum | ||||||
Estimated Fair Value | ||||||
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate | 9.75% | |||||
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 9.50% | |||||
Maximum | ||||||
Estimated Fair Value | ||||||
Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate | 11.00% | |||||
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 10.25% |
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, 2019 | Sep. 30, 2018 | Aug. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Assets: | |||||||||||
Land | $ 3,234,324 | $ 3,234,324 | $ 2,706,701 | ||||||||
Buildings and equipment | 11,785,472 | 11,785,472 | 10,774,079 | ||||||||
Less accumulated depreciation | (2,457,103) | (2,457,103) | (2,214,603) | ||||||||
Construction in progress | 83,122 | 83,122 | 576,695 | ||||||||
Net property and equipment | 12,645,815 | 12,645,815 | 11,842,872 | ||||||||
Net investment in real estate | 17,581,160 | 17,581,160 | 17,228,454 | ||||||||
Cash and cash equivalents | 189,212 | 189,212 | 247,019 | ||||||||
Accounts receivable, net | 222,562 | ||||||||||
Notes receivable | 44,550 | 44,550 | 256,937 | ||||||||
Deferred expenses, net | 157,321 | 157,321 | 145,631 | ||||||||
Prepaid expenses and other assets (see Notes 7 and 14) | 349,832 | 349,832 | 313,648 | ||||||||
Total assets | 19,171,083 | 19,171,083 | 19,033,526 | ||||||||
Liabilities and Owners' Equity: | |||||||||||
Redeemable Noncontrolling Interest, Equity, Other, Carrying Amount | 62,264 | 62,264 | $ 62,222 | $ 62,119 | 73,696 | ||||||
Cumulative effect of foreign currency translation (CFCT) | (87,530) | $ (84,824) | (87,530) | $ (84,824) | |||||||
Total liabilities, redeemable interests and equity | 19,171,083 | 19,171,083 | 19,033,526 | ||||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||||
Owners' equity | (2,257,201) | (1,780,541) | (2,257,201) | (1,780,541) | $ (2,060,136) | (2,775,422) | $ (8,634,062) | $ (8,900,408) | |||
Retail investment, net | 20,271 | 20,271 | 19,912 | ||||||||
Investment in Unconsolidated Real Estate Affiliates | 4,935,345 | 4,935,345 | 5,385,582 | ||||||||
Liability - Investment in Unconsolidated Real Estate Affiliates | (85,633) | (85,633) | (124,627) | ||||||||
Revenues: | |||||||||||
Other | 13,450 | 14,899 | 34,368 | 49,250 | |||||||
Total revenues | 375,125 | 493,149 | 1,112,540 | 1,650,458 | |||||||
Expenses: | |||||||||||
Real estate taxes | 43,726 | 55,081 | 126,955 | 177,417 | |||||||
Property maintenance costs | 6,297 | 8,381 | 22,693 | 34,070 | |||||||
Marketing | 965 | 1,801 | 2,790 | 4,961 | |||||||
Other property operating costs | 45,271 | 66,327 | 129,768 | 209,832 | |||||||
Provision for doubtful accounts | 0 | 3,517 | 0 | 9,180 | |||||||
Property Management and Other Costs | 59,042 | 43,763 | 174,339 | 119,932 | |||||||
General and administrative | 4,929 | 15,947 | 15,661 | 40,235 | |||||||
Depreciation and amortization | 120,249 | 156,401 | 357,429 | 515,437 | |||||||
Total expenses | 319,273 | 562,864 | 1,061,956 | 1,361,089 | |||||||
Interest and dividend income | 12,138 | 7,240 | 23,451 | 25,906 | |||||||
Interest expense | (180,755) | (144,632) | (494,306) | (423,120) | |||||||
Benefit from income taxes | 14,021 | 570,716 | 6,068 | 571,018 | |||||||
Allocation to noncontrolling interests | $ (39,240) | 3,366 | (28,981) | $ (43,049) | 34,617 | (32,790) | |||||
Net income attributable to common stockholders | 3,655,742 | 3,805,423 | |||||||||
Equity In Income (loss) of Unconsolidated Real Estate Affiliates: | |||||||||||
Net income attributable to the ventures | $ 3,655,742 | $ 3,805,423 | |||||||||
Equity in income (loss) of Unconsolidated Real Estate Affiliates | 16,145 | 20,336 | 434 | 59,206 | |||||||
Unconsolidated Properties | |||||||||||
Assets: | |||||||||||
Land | 3,608,922 | 3,608,922 | 3,595,706 | ||||||||
Buildings and equipment | 23,342,387 | 23,342,387 | 23,468,110 | ||||||||
Less accumulated depreciation | (4,830,466) | (4,830,466) | (4,361,210) | ||||||||
Construction in progress | 958,722 | 958,722 | 489,250 | ||||||||
Net property and equipment | 23,079,565 | 23,079,565 | 23,191,856 | ||||||||
Net investment in real estate | 23,151,736 | 23,151,736 | 23,823,916 | ||||||||
Cash and cash equivalents | 714,812 | 714,812 | 540,905 | ||||||||
Accounts receivable, net | 383,495 | 383,495 | 348,655 | ||||||||
Notes receivable | 22,151 | 22,151 | 22,881 | ||||||||
Deferred expenses, net | 473,797 | 473,797 | 511,814 | ||||||||
Prepaid expenses and other assets (see Notes 7 and 14) | 740,947 | 740,947 | 796,815 | ||||||||
Total assets | 25,486,938 | 25,486,938 | 26,044,986 | ||||||||
Liabilities and Owners' Equity: | |||||||||||
Mortgages, notes and loans payable | 16,489,813 | 16,489,813 | 16,139,498 | ||||||||
Accounts payable, accrued expenses and other liabilities | 1,103,734 | 1,103,734 | 1,118,663 | ||||||||
Redeemable Noncontrolling Interest, Equity, Other, Carrying Amount | 125 | 125 | 0 | ||||||||
Cumulative effect of foreign currency translation (CFCT) | (12,574) | (12,574) | (21,384) | ||||||||
Owners' equity, excluding CFCT | 7,905,840 | 7,905,840 | 8,808,209 | ||||||||
Total liabilities, redeemable interests and equity | 25,486,938 | 25,486,938 | 26,044,986 | ||||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||||
Owners' equity | 7,893,266 | 7,893,266 | 8,786,824 | ||||||||
Less: joint venture partners' equity | (4,379,829) | (4,379,829) | (4,796,896) | ||||||||
Plus: excess investment/basis differences | 1,258,943 | 1,258,943 | 1,220,632 | ||||||||
Investment in Unconsolidated Real Estate Affiliates, net (equity method) | 4,772,380 | 4,772,380 | 5,210,560 | ||||||||
Investment in Unconsolidated Real Estate Affiliates | 72,171 | 72,171 | 632,060 | ||||||||
Cost-method Investments | |||||||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||||
Investment in Unconsolidated Real Estate Affiliates, net (cost method) | 57,061 | 57,061 | 30,483 | ||||||||
Joint Venture Partner | |||||||||||
Investment in Unconsolidated Real Estate Affiliates, Net: | |||||||||||
Investment in Unconsolidated Real Estate Affiliates | 4,849,712 | 4,849,712 | $ 5,260,955 | ||||||||
Unconsolidated Real Estate Affiliates | |||||||||||
Revenues: | |||||||||||
Rental revenues, net | 622,704 | 507,749 | 1,885,482 | 1,355,703 | |||||||
Condominium sales | 9,390 | 28,401 | 9,390 | 77,674 | |||||||
Other | 51,224 | 16,278 | 85,059 | 47,280 | |||||||
Total revenues | 683,318 | 552,428 | 1,979,931 | 1,480,657 | |||||||
Expenses: | |||||||||||
Real estate taxes | 61,633 | 47,160 | 184,215 | 121,516 | |||||||
Property maintenance costs | 11,886 | 10,047 | 40,026 | 22,655 | |||||||
Marketing | 4,111 | 4,379 | 13,930 | 13,296 | |||||||
Other property operating costs | 87,034 | 71,226 | 249,925 | 184,218 | |||||||
Condominium cost of sales | 6,844 | 20,701 | 6,844 | 56,625 | |||||||
Provision for doubtful accounts | 0 | 3,882 | 0 | 7,802 | |||||||
Property Management and Other Costs | 27,645 | 25,821 | 83,649 | 71,681 | |||||||
General and administrative | 1,309 | 566 | 3,440 | 2,232 | |||||||
Depreciation and amortization | 254,413 | 174,295 | 780,729 | 458,617 | |||||||
Total expenses | 454,875 | 358,077 | 1,362,758 | 938,642 | |||||||
Interest and dividend income | 3,288 | 1,763 | 8,783 | 5,187 | |||||||
Interest expense | (188,722) | (149,139) | (538,394) | (369,786) | |||||||
Benefit from income taxes | (354) | (320) | (743) | (722) | |||||||
(Loss) income in unconsolidated joint ventures | (6,254) | 555 | (23,498) | (17,116) | |||||||
Income from continuing operations | 36,401 | 47,210 | 63,321 | 159,578 | |||||||
Allocation to noncontrolling interests | (13) | (17) | (40) | (54) | |||||||
Net income attributable to common stockholders | 36,388 | 47,193 | 63,281 | 159,524 | |||||||
Equity In Income (loss) of Unconsolidated Real Estate Affiliates: | |||||||||||
Net income attributable to the ventures | 36,388 | 47,193 | 63,281 | 159,524 | |||||||
Joint venture partners' share of income | (15,576) | (16,287) | (28,202) | (64,528) | |||||||
Elimination of gain from consolidated real estate investment with interest owned through joint venture | 0 | 53 | 0 | 679 | |||||||
Gain (loss) on retail investment | 5,785 | 10,526 | 1,249 | 3,427 | |||||||
Amortization of capital or basis differences | (10,452) | (21,149) | (35,894) | (39,896) | |||||||
Equity in income (loss) of Unconsolidated Real Estate Affiliates | $ 16,145 | $ 20,336 | $ 434 | $ 59,206 |
UNCONSOLIDATED REAL ESTATE AF_4
UNCONSOLIDATED REAL ESTATE AFFILIATES - Narrative (Details) $ in Thousands | Aug. 19, 2019USD ($) | Mar. 30, 2018USD ($) | Dec. 29, 2017USD ($) | Sep. 30, 2019USD ($)propertyjoint_ventureAsset | Aug. 09, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2018USD ($) |
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ||||||||
Recognition of right-of-use asset | $ 116,039 | $ 73,633 | $ 0 | $ 0 | ||||
Total lease liability | $ 71,214 | 0 | ||||||
Number of Properties Subject to Ground Leases | Asset | 25 | |||||||
Proceeds from Sale of Real Estate | $ 13,900 | $ 16,600 | ||||||
Unconsolidated Real Estate Affiliates | ||||||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ||||||||
Recognition of right-of-use asset | $ 68,700 | |||||||
Total lease liability | 78,700 | |||||||
Transfer of Financial Assets Accounted for as Sales, Cash Proceeds Received for Assets Derecognized, Amount | 37,600 | |||||||
Undistributed Net Realized Gain (Loss) on Sale of Properties | 15,900 | |||||||
Unconsolidated Properties | ||||||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ||||||||
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt | 7,700,000 | 7,600,000 | ||||||
Mortgages, notes and loans payable | $ 16,489,813 | 16,139,498 | ||||||
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 | $ 82,000 | $ 83,300 | ||||||
United States | Regional Malls | ||||||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ||||||||
Number of Real Estate Properties | property | 123 | |||||||
United States | Unconsolidated Real Estate Affiliates | ||||||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ||||||||
Number of Joint Ventures in which Entity Holds Interest | joint_venture | 65 | |||||||
Number of Real Estate Properties | joint_venture | 27 | |||||||
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 | |||||||
SoNo Collection [Member] | ||||||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ||||||||
Proceeds from Sale of Real Estate | $ 419,300 | |||||||
Ownership in Investment Properties by Joint Venture Percentage | 19.50% | |||||||
Mortgages, notes and loans payable | $ 305,000 | |||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | 245,000 | |||||||
Loans Payable | $ 60,000 | |||||||
Derivative, Fixed Interest Rate | 3.015% | |||||||
Investment Interest Rate | 6.75% |
MORTGAGES, NOTES AND LOANS PA_3
MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) | Sep. 06, 2019 | Jul. 10, 2019 | Jul. 05, 2019 | Jul. 01, 2019 | Jun. 28, 2019 | Jun. 06, 2019 | Jun. 03, 2019 | Apr. 09, 2019 | Aug. 24, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2006 | Aug. 26, 2019 | May 01, 2019 | Apr. 25, 2019 | Mar. 25, 2019 | Oct. 01, 2018 |
Mortgages, notes and loans payable | |||||||||||||||||||||
Deferred Finance Costs, Net | $ 132,700,000 | $ 132,700,000 | $ 123,800,000 | ||||||||||||||||||
Due to Other Related Parties | 26,100,000 | 26,100,000 | $ 341,800,000 | ||||||||||||||||||
Fixed-rate debt | 6,979,976,000 | 6,979,976,000 | 6,073,193,000 | ||||||||||||||||||
Variable-rate debt | 7,327,227,000 | 7,327,227,000 | 6,516,456,000 | ||||||||||||||||||
Total Mortgages, notes and loans payable | $ 14,307,203,000 | $ 14,307,203,000 | $ 12,589,649,000 | ||||||||||||||||||
Weighted-average fixed interest rate (as a percent) | 4.54% | 4.54% | 4.38% | ||||||||||||||||||
Weighted-average variable interest rate (as a percent) | 4.47% | 4.47% | 4.69% | ||||||||||||||||||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.50% | 4.50% | 4.54% | ||||||||||||||||||
Mortgage loan, term to maturity | 10 years | 4 years 3 months 18 days | |||||||||||||||||||
Market rate adjustments | $ 6,500,000 | $ 6,500,000 | $ 7,700,000 | ||||||||||||||||||
Mortgage loan balance | $ 275,000,000 | ||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Interest Rate | 4.53% | 5.24% | |||||||||||||||||||
Related Party Transaction, Due from (to) Related Party | 70,500,000 | $ 70,500,000 | |||||||||||||||||||
Notes receivable | $ 44,550,000 | $ 44,550,000 | $ 256,937,000 | ||||||||||||||||||
Debt, Weighted Average Interest Rate | 4.64% | 4.64% | 4.86% | ||||||||||||||||||
Variable rate basis | LIBOR | ||||||||||||||||||||
Outstanding letter of credit and surety bonds | $ 46,900,000 | $ 46,900,000 | $ 42,400,000 | ||||||||||||||||||
Interest rate | 2.75% | 2.75% | 4.42% | 5.75% | |||||||||||||||||
Repayments of Related Party Debt | $ 115,600,000 | $ 200,100,000 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (27,542,000) | $ 0 | $ (27,542,000) | $ 0 | |||||||||||||||||
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% | 1.45% | |||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Fixed-rate debt | $ 5,814,014,000 | $ 5,814,014,000 | |||||||||||||||||||
Variable-rate debt | $ 4,814,014,000 | $ 4,814,014,000 | $ 4,923,740,000 | ||||||||||||||||||
Weighted-average variable interest rate (as a percent) | 4.41% | 4.41% | 4.86% | ||||||||||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||||||||||||||||
Long-term Line of Credit | $ 315,000,000 | $ 315,000,000 | $ 387,000,000 | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 22500.00% | ||||||||||||||||||||
Debtor-in-Possession Financing, Borrowings Outstanding | 315,000,000 | 315,000,000 | |||||||||||||||||||
Term Loan A-1 | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Unsecured Debt | 900,000,000 | 900,000,000 | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 22500.00% | ||||||||||||||||||||
Term Loan A-2 | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Unsecured Debt | 2,000,000,000 | 2,000,000,000 | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 22500.00% | ||||||||||||||||||||
Term Loan B | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Unsecured Debt | 2,000,000,000 | $ 2,000,000,000 | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 25000.00% | ||||||||||||||||||||
Unsecured Debt | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||||||||||||||
Revolver Net of Financing Costs | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Variable-rate debt | 4,720,416,000 | $ 4,720,416,000 | 4,814,314,000 | ||||||||||||||||||
Secured Debt | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Senior Notes | $ 1,000,000,000 | ||||||||||||||||||||
Fixed-rate debt | 5,991,736,000 | 5,991,736,000 | 6,073,193,000 | ||||||||||||||||||
Variable-rate debt | $ 2,606,811,000 | $ 2,606,811,000 | $ 1,702,142,000 | ||||||||||||||||||
Weighted-average fixed interest rate (as a percent) | 4.34% | 4.34% | 4.38% | ||||||||||||||||||
Weighted-average variable interest rate (as a percent) | 4.57% | 4.57% | 4.22% | ||||||||||||||||||
Mortgages, notes and loans payable | $ 8,600,000,000 | $ 8,600,000,000 | |||||||||||||||||||
Secured Debt Cross Collateralized with Other Properties | $ 1,400,000,000 | ||||||||||||||||||||
Extinguishment of Debt, Amount | 117,000,000 | ||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 515,000,000 | 70,500,000 | 70,500,000 | $ 1,300,000,000 | |||||||||||||||||
Amount of recourse fixed and variable rate debt | 744,900,000 | 744,900,000 | |||||||||||||||||||
Repayments of Debt | 152,300,000 | ||||||||||||||||||||
Interest rate | 1.60% | 1.75% | |||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 10,100,000 | ||||||||||||||||||||
Bonds Net of Financing Costs [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Fixed-rate debt | 988,240,000 | 988,240,000 | |||||||||||||||||||
Bonds [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Fixed-rate debt | $ 1,000,000,000 | $ 1,000,000,000 | $ 0 | ||||||||||||||||||
Weighted-average fixed interest rate (as a percent) | 5.75% | 5.75% | 0.00% | ||||||||||||||||||
Collateralized Debt Obligations [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral | $ 11,400,000,000 | $ 11,400,000,000 | |||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Deferred Finance Costs, Net | $ 105,400,000 | $ 105,400,000 | $ 109,400,000 | ||||||||||||||||||
Junior subordinated notes | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Weighted-average variable interest rate (as a percent) | 3.72% | 3.72% | 3.97% | ||||||||||||||||||
Mortgages, notes and loans payable | $ 206,200,000 | $ 206,200,000 | $ 206,200,000 | ||||||||||||||||||
Loans Payable | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Repayments of Debt | $ 462,000,000 | $ 340,000,000 | |||||||||||||||||||
Debt, Weighted Average Interest Rate | 2.75% | 2.75% | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 34000.00% | ||||||||||||||||||||
Cross-collateralized | Secured Debt | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Variable-rate debt | $ 1,300,000,000 | $ 1,300,000,000 | |||||||||||||||||||
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 | 700,000,000 | |||||||||||||||||||
Affiliated Entity | Term Loan A-1 | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Unsecured Debt | 200,000,000 | $ 200,000,000 | |||||||||||||||||||
LIBOR | Revolving Credit Facility | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||||||||||||||
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 | Secured Debt | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.40% | ||||||||||||||||||||
Park City Center [Domain] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 135,000,000 | $ 172,200,000 | $ 172,200,000 | ||||||||||||||||||
Repayments of Debt | $ 36,800,000 | ||||||||||||||||||||
Interest rate | 3.00% | ||||||||||||||||||||
Westlake Center [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 48,800,000 | ||||||||||||||||||||
Repayments of Debt | $ 42,500,000 | ||||||||||||||||||||
Interest rate | 2.50% | ||||||||||||||||||||
The Woodlands Mall [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 465,000,000 | ||||||||||||||||||||
Repayments of Debt | $ 294,000,000 | ||||||||||||||||||||
Debt, Weighted Average Interest Rate | 4.36% | ||||||||||||||||||||
Prepayment Penalty | $ 27,500,000 | ||||||||||||||||||||
The Woodlands Mall [Member] | Secured Debt | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Interest rate | 4.83% | ||||||||||||||||||||
The Woodlands Mall [Member] | Senior Loans [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 425,000,000 | ||||||||||||||||||||
Interest rate | 4.25% | ||||||||||||||||||||
The Woodlands Mall [Member] | Loans [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 40,000,000 | ||||||||||||||||||||
Interest rate | 5.50% | ||||||||||||||||||||
830 n michigan [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 78,000,000 | ||||||||||||||||||||
Repayments of Debt | 85,000,000 | ||||||||||||||||||||
830 n michigan [Member] | Secured Debt | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Repayments of Debt | $ 7,000,000 | ||||||||||||||||||||
730 5th Avenue Retail [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 807,500,000 | ||||||||||||||||||||
Repayments of Debt | $ 180,000,000 | ||||||||||||||||||||
Payments for Other Fees | $ 450,400 | ||||||||||||||||||||
Interest rate | 3.53% | ||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ (720,000,000) | ||||||||||||||||||||
Grand Canal Shoppes [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 975,000,000 | ||||||||||||||||||||
Repayments of Debt | $ 625,000,000 | ||||||||||||||||||||
Interest rate | 4.29% | ||||||||||||||||||||
605 N Michigan Ave [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Interest Rate | 4.76% | ||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | $ 80,000,000 | ||||||||||||||||||||
685 Fifth Avenue | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | 100,000,000 | ||||||||||||||||||||
Oak View Mall [Member] | |||||||||||||||||||||
Mortgages, notes and loans payable | |||||||||||||||||||||
Mortgage Loan Related to Property Sales | 74,700,000 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 12,400,000 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)retail_propertyrenewal_optionftĀ²contract | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Lessor, Operating Lease, Fixed Payments, Percentage Of Total Contractual Revenues | 78.00% | 78.90% | |||
Operating lease right-of-use asset | $ 116,039 | $ 116,039 | $ 73,633 | $ 0 | $ 0 |
Operating lease liability | 71,214 | $ 71,214 | $ 0 | ||
Number of retail properties under controlling interest | retail_property | 58 | ||||
Number of square feet of retail properties under controlling interest | ftĀ² | 50,000,000 | ||||
Ground | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of operating lease contracts | contract | 7 | ||||
Straight-line rent expense | 600 | $ 2,000 | |||
Office | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of operating lease contracts | contract | 1 | ||||
Straight-line rent expense | $ 2,200 | $ 5,900 | |||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease terms | 4 years | 4 years | |||
Number of renewal options | renewal_option | 2 | ||||
Operating lease renewal term | 5 years | 5 years | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease terms | 40 years | 40 years | |||
Number of renewal options | renewal_option | 3 | ||||
Operating lease renewal term | 10 years | 10 years |
LEASES - Schedule of Maturity o
LEASES - Schedule of Maturity of Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leases After Adoption of 842 | ||
Remainder of 2019 | $ 2,138 | |
2020 | 8,755 | |
2021 | 8,970 | |
2022 | 9,191 | |
2023 | 9,418 | |
2024 | 9,650 | |
2025 and thereafter | 93,732 | |
Total undiscounted lease payments | 141,854 | |
Less: Present value adjustment | (70,640) | |
Total lease liability | $ 71,214 | $ 0 |
Operating Leases Before Adoption of 842 | ||
2019 | 9,948 | |
2020 | 10,164 | |
2021 | 10,386 | |
2022 | 10,592 | |
2023 | 10,794 | |
2024 and thereafter | 118,835 | |
Total | $ 170,719 |
LEASES - Schedule of Lease Paym
LEASES - Schedule of Lease Payments to be Received From Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Lessor, Operating Leases After Adoption of 842 | ||
Remainder of 2019 | $ 250,860 | |
2020 | 933,247 | |
2021 | 861,283 | |
2022 | 770,277 | |
2023 | 679,050 | |
2024 | 574,700 | |
Subsequent | 2,001,802 | |
Total payments to be received from operating leases after adoption | $ 6,071,219 | |
Lessor, Operating Leases Before Adoption of 842 | ||
2019 | $ 764,196 | |
2020 | 696,381 | |
2021 | 621,582 | |
2022 | 543,232 | |
2023 | 464,453 | |
Subsequent | 1,442,312 | |
Total payments to be received from operating leases before adoption | $ 4,532,156 |
LEASES - Summary of Additional
LEASES - Summary of Additional Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 16 years 10 months 24 days | |
Weighted-average discount rate | 7.36% | |
Supplemental disclosure for the statement of cash flows: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 6,406 | $ 0 |
LEASES - Schedule of Rental Rev
LEASES - Schedule of Rental Revenues from Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Lease, Lease Income [Abstract] | ||||
Minimum rents, billed | $ 224,326 | $ 309,983 | $ 665,263 | $ 1,057,817 |
Tenant recoveries, billed | 89,253 | 133,103 | 269,346 | 446,260 |
Lease termination income, billed | 3,875 | 6,320 | ||
Overage rent, billed | 2,865 | $ 4,681 | 9,159 | 14,853 |
Total contractual operating lease billings | 320,319 | 950,088 | $ 0 | |
Adjustment to recognize contractual operating lease billings on a straight-line basis | 1,684 | 5,633 | ||
Above and below-market tenant leases, net | (37) | 7,250 | ||
Less provision for doubtful accounts | (4,497) | (8,243) | ||
Total rental revenues, net | $ 317,469 | $ 954,728 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended |
Sep. 30, 2019USD ($) | |
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 |
Unrecognized tax benefits | $ 0 |
EQUITY AND REDEEMABLE NONCONT_3
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) | Dec. 25, 2019$ / shares | Nov. 04, 2019$ / shares | Aug. 02, 2019$ / shares | Jun. 26, 2019$ / sharesshares | Jun. 25, 2019USD ($)$ / shares | May 06, 2019$ / shares | Mar. 29, 2019USD ($)$ / sharesshares | Mar. 27, 2019USD ($)$ / shares | Feb. 06, 2019$ / shares | Nov. 01, 2018$ / shares | Aug. 28, 2018$ / shares | Jul. 31, 2018$ / shares | May 03, 2018$ / shares | Feb. 07, 2018$ / shares | Feb. 13, 2013USD ($)$ / sharesshares | Aug. 27, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Aug. 27, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / shares | Aug. 27, 2019 | Jun. 19, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 18, 2018$ / shares |
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | shares | 965,000,000 | 965,000,000 | 965,000,000 | ||||||||||||||||||||||||||
Percent of Stock Issued and Outstanding | 5.00% | ||||||||||||||||||||||||||||
Percentage of Public Float | 10.00% | ||||||||||||||||||||||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | shares | 4,679,802 | 197,225 | 200,000 | ||||||||||||||||||||||||||
Share Price | $ / shares | $ 20.30 | $ 18.56 | $ 18.37 | $ 18.56 | |||||||||||||||||||||||||
Common Unit, Issuance Value | $ 95,000,000 | $ 3,660,000 | $ 3,680,000 | $ 3,660,000 | |||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | 7.50% | |||||||||||||||||||||||||||
Preferred Units, Cumulative Cash Distributions | $ 183,800,000 | $ 467,300,000 | |||||||||||||||||||||||||||
Stock Redeemed or Called During Period, Shares | shares | 10,496,703 | ||||||||||||||||||||||||||||
Cumulative effect of foreign currency translation (CFCT) | $ (87,530,000) | $ (84,824,000) | (87,530,000) | $ (84,824,000) | |||||||||||||||||||||||||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 12,000 | 132,000 | 12,000 | 132,000 | |||||||||||||||||||||||||
Redeemable Noncontrolling Interest, Equity, Other, Carrying Amount | 62,264,000 | 62,222,000 | $ 62,119,000 | 62,264,000 | $ 73,696,000 | ||||||||||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||||||||||||||||||||||||
Beginning balance | $ 8,634,062,000 | 2,060,136,000 | 2,775,422,000 | 8,634,062,000 | $ 8,900,408,000 | $ 8,900,408,000 | 2,775,422,000 | 8,900,408,000 | |||||||||||||||||||||
Ending balance | 2,257,201,000 | 2,060,136,000 | 1,780,541,000 | $ 8,634,062,000 | 2,257,201,000 | 1,780,541,000 | |||||||||||||||||||||||
Allocation to Noncontrolling Interests | |||||||||||||||||||||||||||||
Distributions to preferred Operating Partnership units | (450,000) | (1,352,000) | (1,554,000) | (1,711,000) | (4,389,000) | (2,814,000) | |||||||||||||||||||||||
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | 0 | (30,425,000) | 0 | (31,803,000) | |||||||||||||||||||||||||
Net Income (Loss) Distributed to General Operating Partnership LTIP Units | 0 | (7,835,000) | 0 | (8,159,000) | |||||||||||||||||||||||||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | 389,000 | (379,000) | 10,309,000 | (1,226,000) | |||||||||||||||||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 4,329,000 | 11,212,000 | 28,697,000 | 11,212,000 | |||||||||||||||||||||||||
Allocation to noncontrolling interests | (39,240,000) | 3,366,000 | (28,981,000) | (43,049,000) | 34,617,000 | (32,790,000) | |||||||||||||||||||||||
Other comprehensive loss allocation to noncontrolling interests | 0 | (124,000) | 0 | (39,000) | |||||||||||||||||||||||||
Comprehensive (income) loss allocated to noncontrolling interests | 3,366,000 | (29,105,000) | 34,617,000 | (32,829,000) | |||||||||||||||||||||||||
Activity of redeemable noncontrolling interests | |||||||||||||||||||||||||||||
Balance at the beginning of the period | 223,339,000 | 2,305,895,000 | 223,339,000 | 223,590,000 | 248,126,000 | 248,126,000 | 2,305,895,000 | 248,126,000 | |||||||||||||||||||||
Net income (loss) | (42,000) | (103,000) | (30,425,000) | (818,000) | (560,000) | ||||||||||||||||||||||||
Distributions | (3,358,000) | (1,000) | (1,842,000) | (1,842,000) | |||||||||||||||||||||||||
Equity, Fair Value Adjustment | (40,294,000) | (40,294,000) | |||||||||||||||||||||||||||
Redeemable Noncontrolling Interest Cash Redemption of Operating Partnership Units | (14,935,000) | 125,000 | (84,000) | ||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | (85,818,000) | 0 | (200,000,000) | ||||||||||||||||||||||||||
Reclassifications of Temporary to Permanent Equity | (37,840,000) | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | 857,000 | (2,000) | |||||||||||||||||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | (23,252,000) | ||||||||||||||||||||||||||||
Balance at the end of the period | $ 1,394,910,000 | 73,581,000 | 223,339,000 | 223,590,000 | $ 1,394,910,000 | $ 73,581,000 | |||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.330 | $ 0.330 | $ 0.330 | $ 0.315 | $ 0.315 | $ 0.22 | $ 0.22 | $ 0.44 | |||||||||||||||||||||
Conversion of preferred share per common share issued upon conversion | shares | 0.016256057 | 0.016256057 | |||||||||||||||||||||||||||
Shares, Outstanding | shares | 66,056,819 | 66,056,819 | 109,804,513 | ||||||||||||||||||||||||||
Preferred Stock dividends declared (in dollars per share) | $ / shares | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | $ 0.3984 | |||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 50 | $ 50 | |||||||||||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 3,984,000 | $ 3,984,000 | $ 11,952,000 | $ 11,952,000 | |||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 0 | 0 | 0 | ||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 0 | 0 | 0 | ||||||||||||||||||||||||||
Common Stock, Other Value, Outstanding | $ 0.324405869 | $ 224,500,000 | $ 0.324405869 | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 21.39 | ||||||||||||||||||||||||||||
Common Stock, Other Shares, Outstanding | shares | 121,203,654 | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 0 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||||
Preferred Stock, Shares Issued | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||
BPR Equity Recapitalization | $ 3,409,482,000 | ||||||||||||||||||||||||||||
Class B Stock | $ 4,782,000 | $ 4,782,000 | $ 4,547,000 | ||||||||||||||||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 0.100 | $ 0.3984 | $ 0.3984 | $ 1.1952 | $ 1.1952 | ||||||||||||||||||||||||
Class B-2 [Member] | |||||||||||||||||||||||||||||
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | shares | 965,000,000 | 965,000,000 | |||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 121,203,654 | 121,203,654 | |||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 121,203,654 | 121,203,654 | |||||||||||||||||||||||||||
Common Stock, Voting Rights | 0:1 | ||||||||||||||||||||||||||||
Class B Stock | $ 965,000,000 | ||||||||||||||||||||||||||||
Common Class B | |||||||||||||||||||||||||||||
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | shares | 5,907,500,000 | 5,907,500,000 | 5,907,500,000 | ||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 478,167,829 | 478,167,829 | 454,744,938 | ||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 478,167,829 | 478,167,829 | 454,744,938 | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 0.065 | ||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | 21.39 | ||||||||||||||||||||||||||||
Common Class A | |||||||||||||||||||||||||||||
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | shares | 4,517,500,000 | 4,517,500,000 | |||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | $ 1,350,000,000 | $ 1,350,000,000 | |||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 66,704,069 | 66,704,069 | |||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 66,056,819 | 66,056,819 | |||||||||||||||||||||||||||
Common Stock, Voting Rights | 1:1 | ||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Preferred Stock, Redemption Amount | $ 58,600,000 | $ 58,600,000 | |||||||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||||||
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | shares | 647,250 | ||||||||||||||||||||||||||||
Share Price | $ / shares | $ 19.40 | $ 19.40 | |||||||||||||||||||||||||||
Common Unit, Issuance Value | $ 12,590,000 | $ 12,590,000 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Common Class B-1 | |||||||||||||||||||||||||||||
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | shares | 4,517,500,000 | 4,517,500,000 | |||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 154,525,991 | 154,525,991 | |||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 154,525,991 | 154,525,991 | |||||||||||||||||||||||||||
Common Stock, Voting Rights | 1:1 | ||||||||||||||||||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares | 0.025 | ||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 0.075 | ||||||||||||||||||||||||||||
Common Class B and Series B Preferred | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.397 | $ 1.015 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Shares, Outstanding | shares | 9,717.658 | 9,717.658 | |||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | shares | 425,000,000 | 425,000,000 | |||||||||||||||||||||||||||
Preferred Stock, Shares Issued | shares | 202,438,184 | 202,438,184 | |||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | shares | 202,438,184 | 202,438,184 | |||||||||||||||||||||||||||
Preferred Stock, Voting Rights | 1:1 | ||||||||||||||||||||||||||||
Common Class C | |||||||||||||||||||||||||||||
Equity and redeemable noncontrolling interest | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 640,051,301 | 640,051,301 | 640,051,301 | ||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 640,051,301 | 640,051,301 | 640,051,301 | ||||||||||||||||||||||||||
Common Stock, Voting Rights | 1:1 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Series B [Member] | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 4,156,971.851 | 4,156,971.851 | |||||||||||||||||||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid | $ / shares | 0.0865 | ||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 21.39 | ||||||||||||||||||||||||||||
Series K [Member] | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Conversion of preferred share per common share issued upon conversion | shares | 0.40682134 | 0.40682134 | |||||||||||||||||||||||||||
Common stock, shares issued (in shares) | shares | 1,691,144.853 | 1,691,144.853 | |||||||||||||||||||||||||||
Series D [Member] | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 50 | $ 50 | |||||||||||||||||||||||||||
Preferred Stock Conversions, Inducements | 33.151875 | ||||||||||||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 21.9097 | ||||||||||||||||||||||||||||
Series E [Member] | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 50 | $ 50 | |||||||||||||||||||||||||||
Preferred Stock Conversions, Inducements | 38.51 | ||||||||||||||||||||||||||||
Dividends, Preferred Stock, Cash | 18.8613 | ||||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.330 | ||||||||||||||||||||||||||||
Subsequent Event | Class B-2 [Member] | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.110 | 0.11 | |||||||||||||||||||||||||||
Subsequent Event | Common Class B-1 | |||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.110 | $ 0.11 | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||||||||||||||||||||||||
Beginning balance | (82,229,000) | (81,974,000) | $ (82,653,000) | $ (82,229,000) | (71,906,000) | (71,906,000) | (82,653,000) | $ (71,906,000) | |||||||||||||||||||||
Ending balance | (87,518,000) | (81,974,000) | (84,692,000) | (82,229,000) | (87,518,000) | (84,692,000) | |||||||||||||||||||||||
Noncontrolling Interest [Member] | |||||||||||||||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||||||||||||||||||||||||
Beginning balance | $ 102,666,000 | 1,453,857,000 | $ 1,553,596,000 | 102,666,000 | $ 104,748,000 | $ 104,748,000 | 1,553,596,000 | 104,748,000 | |||||||||||||||||||||
Ending balance | $ 1,438,809,000 | $ 1,453,857,000 | 1,541,098,000 | $ 102,666,000 | $ 1,438,809,000 | 1,541,098,000 | |||||||||||||||||||||||
Activity of redeemable noncontrolling interests | |||||||||||||||||||||||||||||
Other comprehensive income (loss) | 22,395,000 | ||||||||||||||||||||||||||||
Common Stock Dividend | |||||||||||||||||||||||||||||
Special Pre-Closing Dividends | (60,673,000) | ||||||||||||||||||||||||||||
BPR Equity Recapitalization | $ 21,923,000 | $ (661,000) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Aug. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Basic and diluted | |||||||
Shares, Outstanding | 66,056,819 | 66,056,819 | 109,804,513 | ||||
Numerators - Basic and Diluted: | |||||||
Net income | $ 3,698,966 | $ (36,789) | $ 3,712,255 | $ 3,860,424 | $ (263,605) | $ 3,873,714 | |
Preferred Stock dividends | (3,984) | (11,952) | |||||
Allocation to noncontrolling interests | (39,240) | 3,366 | (28,981) | (43,049) | 34,617 | (32,790) | |
Net income attributable to common stockholders | 3,655,742 | 3,805,423 | |||||
Net Income (Loss) Distributed to Preferred Operating Partnership Units | 450 | 1,352 | $ 1,554 | 1,711 | 4,389 | $ 2,814 | |
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 | 914,066,000 | |||||
Effect of dilutive securities | 3,822,000 | 3,831,000 | |||||
Weighted-average number of common shares outstanding - diluted | 781,030,000 | 917,897,000 | |||||
Anti-dilutive Securities | 7,159,000 | 9,410,000 | |||||
Common Units | |||||||
Denominators: | |||||||
Anti-dilutive Securities | 5,438,000 | 7,662,000 | |||||
LTIP Common Units | |||||||
Denominators: | |||||||
Anti-dilutive Securities | 1,721,000 | 1,748,000 | |||||
Preferred Stock | |||||||
Denominators: | |||||||
Preferred Stock, Redemption Amount | 58,600 | 58,600 | |||||
Common Class A | |||||||
Basic and diluted | |||||||
Option Indexed to Issuer's Equity, Redeemable Stock, Redemption Requirements, Amount | $ 1,350,000 | $ 1,350,000 |
STOCK-BASED COMPENSATION PLAN_2
STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2017 | Jan. 01, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Stock-Based Compensation Plans | ||||||||
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 | 1,192,859 | 1,192,859 | 986,937 | 1,089,364 | 1,009,576 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 21.11 | $ 21.11 | $ 22.48 | $ 25.29 | $ 22.49 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 647,226 | 1,074,137 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 19.94 | $ 21.52 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (401,528) | (394,995) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 22.60 | $ 23.69 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (39,776) | (123,232) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 21.16 | $ 24.42 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 0 | (635,698) | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 0 | $ 24.52 | ||||||
Stock options | Maximum | Certain employees | ||||||||
Stock-Based Compensation Plans | ||||||||
Term of awards | 10 years | |||||||
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 | $ 16,864 | $ 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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 2,250 | $ 29,990 | $ 7,697 | $ 43,806 | |||
Exercised (in shares) | (39,207) | (288,715) | |||||
Stock options | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 237,868 | 237,868 | 1,011,523 | 1,018,818 | 14,427,103 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 25.59 | $ 25.59 | $ 19.71 | $ 19.76 | $ 17.84 | ||
Granted (in shares) | 0 | 1,068,818 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 19.70 | |||||
Exercised (in shares) | (773,642) | (338,715) | |||||
Exercised (in dollars per share) | $ 17.91 | $ 16.55 | |||||
Forfeited (in shares) | (13) | (1,082) | |||||
Forfeited (in dollars per share) | $ 26.05 | $ 28.86 | |||||
Expired (in shares) | 0 | (55,917) | |||||
Expired (in dollars per share) | $ 0 | $ 23.27 | |||||
Stock options | Property management and other costs | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 10 | $ 41 | $ 40 | $ 188 | |||
Stock options | General and administrative | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | 0 | 38 | $ 4 | $ 112 | |||
Restricted Stock | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 0 | (635,698) | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 0 | $ 24.52 | |||||
Restricted Stock | Property management and other costs | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | 1,477 | 5,952 | $ 4,601 | $ 9,056 | |||
Restricted Stock | General and administrative | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 508 | 10,231 | $ 1,268 | $ 12,125 | |||
LTIP Common Units | |||||||
Stock-Based Compensation Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,185,660 | 2,185,660 | 3,921,175 | 1,018,818 | 14,427,103 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 24.12 | $ 24.12 | $ 25.96 | $ 19.76 | $ 17.84 | ||
Granted (in shares) | 0 | 1,068,818 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 19.70 | |||||
Exercised (in shares) | (1,715,722) | (338,715) | |||||
Exercised (in dollars per share) | $ 28.34 | $ 16.55 | |||||
Forfeited (in shares) | (19,793) | (1,082) | |||||
Forfeited (in dollars per share) | $ 22.42 | $ 28.86 | |||||
Expired (in shares) | 0 | (55,917) | |||||
Expired (in dollars per share) | $ 0 | $ 23.27 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 0 | (14,081,389) | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 0 | $ 17.85 | |||||
LTIP Common Units | Property management and other costs | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 51 | 552 | $ 206 | $ 1,187 | |||
LTIP Common Units | General and administrative | |||||||
Stock-Based Compensation Plans | |||||||
Compensation expense | $ 204 | $ 13,176 | $ 1,578 | $ 21,138 |
STOCK-BASED COMPENSATION PLAN_4
STOCK-BASED COMPENSATION PLANS (Details 3) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Shares | |||
Exercised (in shares) | (39,207) | (288,715) | |
LTIP Common Units | |||
Shares | |||
Stock options Outstanding at the beginning of the period (in shares) | 3,921,175 | ||
Granted (in shares) | 0 | 1,068,818 | |
Exercised (in shares) | (1,715,722) | (338,715) | |
Forfeited (in shares) | (19,793) | (1,082) | |
Expired (in shares) | 0 | (55,917) | |
Stock options Outstanding at the end of the period (in shares) | 2,185,660 | ||
Weighted Average Exercise Price | |||
Stock options Outstanding at the beginning of the period (in dollars per share) | $ 25.96 | ||
Granted (in dollars per share) | 0 | $ 19.70 | |
Exercised (in dollars per share) | 28.34 | 16.55 | |
Forfeited (in dollars per share) | 22.42 | 28.86 | |
Expired (in dollars per share) | 0 | $ 23.27 | |
Stock options Outstanding at the end of the period (in dollars per share) | $ 24.12 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 0 | (14,081,389) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 0 | $ 17.85 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 |
Receivables [Abstract] | ||||
Trade receivables | $ 96,542 | $ 97,329 | ||
Nontrade Receivables, Current | 4,143 | 4,378 | ||
Straight-line rent receivable | 142,232 | $ 53,779 | 137,387 | $ 0 |
Other accounts receivable | 56 | 3,126 | ||
Total accounts receivable | 242,973 | 242,220 | ||
Provision for doubtful accounts | (24,051) | (19,658) | ||
Total accounts receivable, net | $ 218,922 | $ 222,562 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) $ in Thousands | Aug. 26, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Jan. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Note Receivable Interest Rate Effective Percentage | 2.50% | ||||
Notes receivable | $ 38,765 | $ 38,765 | $ 239,597 | ||
Interest Receivable | 5,785 | 5,785 | 17,340 | ||
Total notes receivable | 44,550 | $ 44,550 | 256,937 | ||
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET The following table summarizes the significant components of accounts receivable, net. September 30, 2019 December 31, 2018 Trade receivables $ 96,542 $ 97,329 Short-term tenant receivables 4,143 4,378 Straight-line rent receivable 142,232 137,387 Other accounts receivable 56 3,126 Total accounts receivable 242,973 242,220 Provision for doubtful accounts (24,051 ) (19,658 ) Total accounts receivable, net $ 218,922 $ 222,562 NOTES RECEIVABLE The following table summarizes the significant components of notes receivable. September 30, 2019 December 31, 2018 Notes receivable $ 38,765 $ 239,597 Accrued interest 5,785 17,340 Total notes receivable $ 44,550 $ 256,937 During the period, the note receivable from our joint venture partners related to the acquisition of 730 Fifth Avenue in New York was satisfied as part of the transaction which included payment of principal of $249.5 million and interest of $54.7 million (Note 3). On January 30, 2019, we entered into a revolving credit facility with BPY Bermuda Holdings IV Limited, a related party, in which we lent $330.0 million . The note had an interest rate of LIBOR plus 2.50% and matured on January 30, 2020. On March 25, 2019, the note was paid down in full. | ||||
Notes receivable | 44,550 | $ 44,550 | 256,937 | ||
730 5th Avenue Retail [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Proceeds from Collection of Notes Receivable | $ 249,500 | ||||
Unconsolidated Properties | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Notes receivable | 22,151 | $ 22,151 | $ 22,881 | ||
BPY Bermuda Holdings [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Proceeds from Collection of Notes Receivable | 249,500 | ||||
Proceeds From Collection Of Interest On Notes Receivable | $ 54,700 | ||||
Due from Related Parties | $ 330,000 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 |
Intangible assets: | ||||
Gross Asset | $ 223,905 | $ 333,852 | ||
Accumulated Amortization | (140,968) | (184,838) | ||
Balance | 82,937 | 149,014 | ||
Recognition of right-of-use asset | 116,039 | $ 73,633 | 0 | $ 0 |
Restricted cash | 47,877 | 51,674 | ||
Remaining prepaid expenses and other assets: | ||||
Security and escrow deposits | 1,196 | 1,394 | ||
Prepaid expenses | 32,008 | 39,816 | ||
Other non-tenant receivables | 47,108 | 53,016 | ||
Other | 22,667 | 18,734 | ||
Total remaining prepaid expenses and other assets | 266,895 | 164,634 | ||
Total prepaid expenses and other assets | 349,832 | 313,648 | ||
Above-market tenant leases, net | ||||
Intangible assets: | ||||
Gross Asset | 112,399 | 160,363 | ||
Accumulated Amortization | (84,842) | (125,152) | ||
Balance | 27,557 | 35,211 | ||
Below-market ground leases, net | ||||
Intangible assets: | ||||
Gross Asset | 0 | 61,983 | ||
Accumulated Amortization | 0 | (8,293) | ||
Balance | 0 | 53,690 | ||
Real estate tax stabilization agreement, net | ||||
Intangible assets: | ||||
Gross Asset | 111,506 | 111,506 | ||
Accumulated Amortization | (56,126) | (51,393) | ||
Balance | $ 55,380 | $ 60,113 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Intangible liabilities: | ||
Gross Liability | $ 134,320 | $ 195,612 |
Accumulated Accretion | (58,814) | (76,898) |
Balance | 75,506 | 118,714 |
Remaining accounts payable and accrued expenses: | ||
Accrued interest | 56,540 | 29,576 |
Accounts payable and accrued expenses | 52,002 | 68,425 |
Accrued real estate taxes | 61,331 | 59,877 |
Deferred gains/income | 68,868 | 75,841 |
Accrued payroll and other employee liabilities | 50,339 | 64,515 |
Construction payable | 221,995 | 267,102 |
Tenant and other deposits | 13,441 | 12,248 |
Total lease liability | 71,214 | 0 |
Insurance reserve liability | 12,053 | 12,281 |
Capital lease obligations | 5,385 | 5,385 |
Conditional asset retirement obligation liability | 2,240 | 2,484 |
Other | 152,863 | 236,921 |
Total remaining Accounts payable and accrued expenses | 768,271 | 834,655 |
Total Accounts payable and accrued expenses | 843,777 | 953,369 |
Below-market tenant leases, net | ||
Intangible liabilities: | ||
Gross Liability | 134,320 | 194,858 |
Accumulated Accretion | (58,814) | (76,825) |
Balance | 75,506 | 118,033 |
Above-market ground leases, net | ||
Intangible liabilities: | ||
Gross Liability | 0 | 754 |
Accumulated Accretion | 0 | (73) |
Balance | $ 0 | $ 681 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Contractual rent expense, including participation rent | $ 3,475 | $ 1,982 | $ 9,667 | $ 6,323 |
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | $ 3,475 | $ 1,204 | $ 9,667 | $ 4,441 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Nov. 01, 2019 | Oct. 25, 2019 | Sep. 30, 2019 | May 01, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Interest rate | 2.75% | 5.75% | 4.42% | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 419.4 | $ 169.1 | |||
Interest rate | 3.72% | 3.55% | |||
Loans [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Mortgages, notes and loans payable | $ 505 | $ 220 | |||
Interest rate | 4.60% | 4.50% | |||
Park Meadows [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Mortgages, notes and loans payable | $ 700 | ||||
Long-term Debt, Term | 5 years | ||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 360 | ||||
Interest rate | 3.56% | ||||
Debt Instrument, Fee Amount | $ 35.6 | ||||
Park Meadows [Member] | Loans [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 4.60% | ||||
Merrick Park [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Mortgages, notes and loans payable | $ 390 | ||||
Long-term Debt, Term | 5 years | ||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 161 | ||||
Interest rate | 3.90% | ||||
Debt Instrument, Fee Amount | $ 8 | ||||
Merrick Park [Member] | Loans [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 5.73% | ||||
JPM [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 100.00% |