Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 1-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'General Growth Properties, Inc. | ' |
Entity Central Index Key | '0001496048 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 883,732,273 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investment in real estate: | ' | ' |
Land | $4,318,264 | $4,320,597 |
Buildings and equipment | 18,245,002 | 18,270,748 |
Less accumulated depreciation | -1,967,452 | -1,884,861 |
Construction in progress | 424,032 | 406,930 |
Net property and equipment | 21,019,846 | 21,113,414 |
Investment in and loans to/from Unconsolidated Real Estate Affiliates | 2,402,793 | 2,407,698 |
Net investment in real estate | 23,422,639 | 23,521,112 |
Cash and cash equivalents | 403,129 | 577,271 |
Accounts and notes receivable, net | 492,718 | 478,899 |
Deferred expenses, net | 187,211 | 189,452 |
Prepaid expenses and other assets | 942,819 | 995,569 |
Total assets | 25,448,516 | 25,762,303 |
Liabilities: | ' | ' |
Mortgages, notes and loans payable | 16,001,058 | 15,672,437 |
Investment in Unconsolidated Real Estate Affiliates | 17,892 | 17,405 |
Accounts payable and accrued expenses | 893,257 | 989,367 |
Dividend payable | 139,497 | 134,476 |
Deferred tax liabilities | 24,667 | 24,667 |
Tax indemnification liability | 303,586 | 303,586 |
Junior subordinated notes | 206,200 | 206,200 |
Total liabilities | 17,586,157 | 17,348,138 |
Redeemable noncontrolling interests: | ' | ' |
Preferred | 139,584 | 131,881 |
Common | 106,351 | 97,021 |
Total redeemable noncontrolling interests | 245,935 | 228,902 |
Commitments and Contingencies | ' | ' |
Equity: | ' | ' |
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 967,115,106 issued, 883,686,521 outstanding as of March 31, 2014, and 966,998,908 issued, 911,194,605 outstanding as of December 31, 2013 | 9,397 | 9,395 |
Preferred Stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013 | 242,042 | 242,042 |
Additional paid-in capital | 11,364,549 | 11,372,443 |
Retained earnings (accumulated deficit) | -2,924,336 | -2,915,723 |
Accumulated other comprehensive loss | -34,237 | -38,173 |
Common stock in treasury, at cost, 55,969,390 shares as of March 31, 2014 and 28,345,108 shares as of December 31, 2013 | -1,122,664 | -566,863 |
Total stockholders' equity | 7,534,751 | 8,103,121 |
Noncontrolling interests in consolidated real estate affiliates | 81,673 | 82,142 |
Total equity | 7,616,424 | 8,185,263 |
Total liabilities and equity | $25,448,516 | $25,762,303 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED BALANCE SHEETS | ' | ' |
Common stock, shares authorized | 11,000,000,000 | 11,000,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares issued | 967,115,106 | 966,998,908 |
Common stock, shares outstanding | 883,686,521 | 911,194,605 |
Preferred Stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred Stock, par value (in dollars 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 stock in treasury, shares | 55,969,390 | 28,345,108 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues: | ' | ' |
Minimum rents | $397,208,000 | $395,701,000 |
Tenant recoveries | 182,523,000 | 184,732,000 |
Overage rents | 9,829,000 | 11,349,000 |
Management fees and other corporate revenues | 16,687,000 | 15,931,000 |
Other | 25,674,000 | 19,006,000 |
Total revenues | 631,921,000 | 626,719,000 |
Expenses: | ' | ' |
Real estate taxes | 57,771,000 | 67,579,000 |
Property maintenance costs | 22,042,000 | 23,020,000 |
Marketing | 5,815,000 | 6,516,000 |
Other property operating costs | 87,175,000 | 86,063,000 |
Provision for doubtful accounts | 2,229,000 | 1,765,000 |
Property management and other costs | 44,979,000 | 40,339,000 |
General and administrative | 11,599,000 | 10,933,000 |
Depreciation and amortization | 174,461,000 | 192,595,000 |
Total expenses | 406,071,000 | 428,810,000 |
Operating income | 225,850,000 | 197,909,000 |
Interest income | 6,291,000 | 590,000 |
Interest expense | -179,441,000 | -191,829,000 |
Gain on foreign currency | 5,182,000 | ' |
Warrant liability adjustment | ' | -40,546,000 |
Loss on extinguishment of debt | ' | -9,319,000 |
Income (loss) before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests | 57,882,000 | -43,195,000 |
Provision for income taxes | -3,692,000 | -141,000 |
Equity in income of Unconsolidated Real Estate Affiliates | 7,157,000 | 13,194,000 |
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment | ' | 3,448,000 |
Income (loss) from continuing operations | 61,347,000 | -26,694,000 |
Discontinued operations: | ' | ' |
Gain (loss) from discontinued operations, including gains (losses) on dispositions | 3,861,000 | -7,938,000 |
Gain on extinguishment of debt | 66,680,000 | 25,894,000 |
Discontinued operations, net | 70,541,000 | 17,956,000 |
Net income (loss) | 131,888,000 | -8,738,000 |
Allocation to noncontrolling interests | -3,852,000 | -2,788,000 |
Net income (loss) attributable to General Growth Properties, Inc. | 128,036,000 | -11,526,000 |
Preferred Stock dividends | -3,984,000 | -2,125,000 |
Net income (loss) attributable to common stockholders | 124,052,000 | -13,651,000 |
Basic Earnings (Loss) Per Share: | ' | ' |
Continuing operations (in dollars per share) | $0.06 | ($0.03) |
Discontinued operations (in dollars per share) | $0.08 | $0.02 |
Total basic earnings (loss) per share (in dollars per share) | $0.14 | ($0.01) |
Diluted Earnings (Loss) Per Share: | ' | ' |
Continuing operations (in dollars per share) | $0.06 | ($0.03) |
Discontinued operations (in dollars per share) | $0.07 | $0.02 |
Total diluted earnings (loss) per share (in dollars per share) | $0.13 | ($0.01) |
Dividends declared per share (in dollars per share) | $0.15 | $0.12 |
Comprehensive Income (Loss), Net: | ' | ' |
Net income (loss) | 131,888,000 | -8,738,000 |
Other comprehensive income: | ' | ' |
Foreign currency translation | 3,952,000 | 9,648,000 |
Unrealized gains on available-for-sale securities | ' | 248,000 |
Other comprehensive income | 3,952,000 | 9,896,000 |
Comprehensive income | 135,840,000 | 1,158,000 |
Comprehensive (income) loss allocated to noncontrolling interests | -3,868,000 | -2,841,000 |
Comprehensive income (loss) attributable to General Growth Properties, Inc. | 131,972,000 | -1,683,000 |
Preferred Stock dividends | -3,984,000 | -2,125,000 |
Comprehensive income (loss), net, attributable to common stockholders | $127,988,000 | ($3,808,000) |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Common Stock in Treasury | Noncontrolling Interests in Consolidated Real Estate Affiliates |
In Thousands, unless otherwise specified | ||||||||
Balance at beginning of year at Dec. 31, 2012 | $7,705,020 | $9,392 | ' | $10,432,447 | ($2,732,787) | ($87,354) | ' | $83,322 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | -10,989 | ' | ' | ' | -11,526 | ' | ' | 537 |
Issuance of Preferred Stock, net of issuance costs | 242,042 | ' | 242,042 | ' | ' | ' | ' | ' |
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | -853 | ' | ' | ' | ' | ' | ' | -853 |
Restricted stock grants, net (31,112, 24,121 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 2,401 | ' | ' | 2,401 | ' | ' | ' | ' |
Employee stock purchase program (52,180, 84,798 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 1,668 | ' | ' | 1,668 | ' | ' | ' | ' |
Stock option grants, net of forfeitures ( 26,652, 213,534 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 22,694 | 2 | ' | 22,692 | ' | ' | ' | ' |
Cash dividends reinvested (DRIP) in stock (6,254, 7,178 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 139 | ' | ' | 139 | ' | ' | ' | ' |
Other comprehensive loss | 9,843 | ' | ' | ' | ' | 9,843 | ' | ' |
Cash distributions declared ( $0.15, $0.12 per share) for three month ended March 31, 2014 and March 31, 2013, respectively. | -112,768 | ' | ' | ' | -112,768 | ' | ' | ' |
Cash distributions on Preferred Stock | -2,125 | ' | ' | ' | -2,125 | ' | ' | ' |
Fair value adjustment for noncontrolling interest in Operating Partnership | -1,001 | ' | ' | -1,001 | ' | ' | ' | ' |
Common stock warrants | 895,513 | ' | ' | 895,513 | ' | ' | ' | ' |
Balance at end of year at Mar. 31, 2013 | 8,751,584 | 9,394 | 242,042 | 11,353,859 | -2,859,206 | -77,511 | ' | 83,006 |
Balance at beginning of year at Dec. 31, 2013 | 8,185,263 | 9,395 | 242,042 | 11,372,443 | -2,915,723 | -38,173 | -566,863 | 82,142 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 128,990 | ' | ' | ' | 128,035 | ' | ' | 955 |
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | -1,424 | ' | ' | ' | ' | ' | ' | -1,424 |
Restricted stock grants, net (31,112, 24,121 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 685 | 1 | ' | 684 | ' | ' | ' | ' |
Employee stock purchase program (52,180, 84,798 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 1,042 | 1 | ' | 1,041 | ' | ' | ' | ' |
Stock option grants, net of forfeitures ( 26,652, 213,534 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 7,335 | ' | ' | 7,335 | ' | ' | ' | ' |
Treasury stock purchases (27,624,282 common shares) for three month ended March 31, 2014 | -555,801 | ' | ' | ' | ' | ' | -555,801 | ' |
Cash dividends reinvested (DRIP) in stock (6,254, 7,178 common shares) for three month ended March 31, 2014 and March 31, 2013, respectively. | 125 | ' | ' | 125 | ' | ' | ' | ' |
Other comprehensive loss | 3,936 | ' | ' | ' | ' | 3,936 | ' | ' |
Cash distributions declared ( $0.15, $0.12 per share) for three month ended March 31, 2014 and March 31, 2013, respectively. | -132,664 | ' | ' | ' | -132,664 | ' | ' | ' |
Cash distributions on Preferred Stock | -3,984 | ' | ' | ' | -3,984 | ' | ' | ' |
Fair value adjustment for noncontrolling interest in Operating Partnership | -17,079 | ' | ' | -17,079 | ' | ' | ' | ' |
Balance at end of year at Mar. 31, 2014 | $7,616,424 | $9,397 | $242,042 | $11,364,549 | ($2,924,336) | ($34,237) | ($1,122,664) | $81,673 |
CONSOLIDATED_STATEMENTS_OF_EQU1
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Restricted stock grants, shares | 31,112 | 24,121 |
Employee stock purchase program, shares | 52,180 | 84,798 |
Stock option grants, forfeitures, shares | 26,652 | 213,534 |
Treasury stock purchases, shares | 27,624,282 | ' |
Cash dividends reinvested (DRIP) in stock, shares | 6,254 | 7,178 |
Cash distributions declared (in dollars per share) | $0.15 | $0.12 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows provided by Operating Activities: | ' | ' |
Net income (loss) | $131,888 | ($8,738) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Equity in income of Unconsolidated Real Estate Affiliates | -7,157 | -13,194 |
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment, net | ' | -3,448 |
Distributions received from Unconsolidated Real Estate Affiliates | 6,907 | 6,221 |
Provision for doubtful accounts | 2,178 | 1,821 |
Depreciation and amortization | 174,499 | 195,885 |
Amortization/write-off of deferred finance costs | 2,567 | 1,878 |
Accretion/write-off of debt market rate adjustments | 9,505 | -3,316 |
Amortization of intangibles other than in-place leases | 20,035 | 22,539 |
Straight-line rent amortization | -11,597 | -13,576 |
Deferred income taxes | 41 | -1,622 |
(Gain) loss on dispositions, net | -4,693 | 325 |
Gain on extinguishment of debt | -66,680 | -25,894 |
Provisions for impairment | ' | 4,975 |
Gain on foreign currency | -5,182 | ' |
Warrant liability adjustment | ' | 40,546 |
Net changes: | ' | ' |
Accounts and notes receivable | -28 | 19,833 |
Prepaid expenses and other assets | 3,814 | 8,933 |
Deferred expenses | -7,164 | -12,653 |
Restricted cash | 2,613 | 4,984 |
Accounts payable and accrued expenses | -22,006 | -115,888 |
Other, net | 7,587 | 5,464 |
Net cash provided by operating activities | 237,127 | 115,075 |
Cash Flows used in Investing Activities: | ' | ' |
Acquisition of real estate and property additions | ' | -7,805 |
Development of real estate and property improvements | -128,938 | -75,594 |
Proceeds from sales of investment properties | ' | 8,500 |
Contributions to Unconsolidated Real Estate Affiliates | -16,950 | -44,346 |
Distributions received from Unconsolidated Real Estate Affiliates in excess of income | 26,546 | 75,196 |
Decrease in restricted cash | 34 | 295 |
Net cash used in investing activities | -119,308 | -43,754 |
Cash Flows used in Financing Activities: | ' | ' |
Proceeds from refinancing/issuance of mortgages, notes and loans payable | 1,235,000 | 1,648,122 |
Principal payments on mortgages, notes and loans payable | -836,920 | -1,285,014 |
Deferred finance costs | -1,838 | -4,152 |
Net proceeds from issuance of Preferred Stock | ' | 242,042 |
Purchase of Warrants | ' | -633,229 |
Treasury stock purchases | -555,801 | ' |
Cash distributions paid to common stockholders | -127,567 | -103,278 |
Cash distributions paid to preferred stockholders | -3,984 | ' |
Cash redemptions paid to holders of common units | ' | -4,756 |
Other, net | -851 | 8,937 |
Net cash used in financing activities | -291,961 | -131,328 |
Net change in cash and cash equivalents | -174,142 | -60,007 |
Cash and cash equivalents at beginning of period | 577,271 | 624,815 |
Cash and cash equivalents at end of period | 403,129 | 564,808 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Interest paid | 172,135 | 281,042 |
Interest capitalized | 4,361 | 748 |
Income taxes paid | 1,574 | 1,815 |
Accrued capital expenditures included in accounts payable and accrued expenses | 63,214 | 53,812 |
Non-Cash Transactions: | ' | ' |
Gain on investment in Unconsolidated Real Estate Affiliates | ' | 3,448 |
Amendment of warrant agreement | ' | 895,513 |
Non-Cash Sale of Property | ' | ' |
Assets | 21,426 | 71,881 |
Liabilities and equity | ($21,426) | ($71,881) |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 31, 2014 | |
ORGANIZATION | ' |
ORGANIZATION | ' |
NOTE 1 ORGANIZATION | |
Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 2013 which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2013 (Commission File No. 1-34948), 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. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report. | |
General | |
General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”. In these notes, the terms “we,” “us” and “our” refer to GGP and its subsidiaries. | |
GGP, through its subsidiaries and affiliates, is an owner and operator of retail properties. As of March 31, 2014, we are the owner, either entirely or with joint venture partners of 120 regional malls. In addition to regional malls, as of March 31, 2014, we owned 12 strip/other retail properties, as well as six stand-alone office buildings. | |
Substantially all of our business is conducted through GGP Limited Partnership (the “Operating Partnership” or “GGPLP”). GGPLP owns an interest in the properties that are part of the consolidated financial statements of GGP. As of March 31, 2014, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units, as defined below) of the Operating Partnership, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnership. | |
The Operating Partnership has common units of limited partnership (“Common Units”), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest (“Preferred Units”), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (“Convertible Preferred Units”) (Note 9). | |
In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through General Growth Management, Inc. (“GGMI”) and General Growth Services, Inc. (“GGSI”). GGMI and GGSI are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, and other services for a majority of our Unconsolidated Real Estate Affiliates (defined below). GGMI and GGSI provide various services, including business development, tenant coordination, marketing, and strategic partnership services at substantially all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. | |
We refer to our ownership interests in properties in which we own a majority or controlling interest and, as a result, 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_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Principles of Consolidation and Basis of Presentation | |||||||||||
The accompanying consolidated financial statements include the accounts of GGP, 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. | |||||||||||
We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. 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. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. 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 | |||||||||||
Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented. | |||||||||||
Properties | |||||||||||
Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. | |||||||||||
Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). | |||||||||||
We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10-45 years. | |||||||||||
Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: | |||||||||||
Years | |||||||||||
Buildings and improvements | Oct-45 | ||||||||||
Equipment and fixtures | 20-Mar | ||||||||||
Tenant improvements | Shorter of useful life or applicable lease term | ||||||||||
Acquisitions of Operating Properties | |||||||||||
Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. | |||||||||||
Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. | |||||||||||
The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. | |||||||||||
Gross Asset | Accumulated | Net Carrying | |||||||||
Amortization | Amount | ||||||||||
As of March 31, 2014 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 721,265 | $ | (377,673 | ) | $ | 343,592 | ||||
As of December 31, 2013 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 797,311 | $ | (420,370 | ) | $ | 376,941 | ||||
The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets. | |||||||||||
Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations: | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Amortization/accretion effect on continuing operations | $ | (52,741 | ) | $ | (68,923 | ) | |||||
Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows: | |||||||||||
Year | Amount | ||||||||||
2014 Remaining | $ | 130,028 | |||||||||
2015 | 144,670 | ||||||||||
2016 | 112,647 | ||||||||||
2017 | 84,669 | ||||||||||
2018 | 55,668 | ||||||||||
Management Fees and Other Corporate Revenues | |||||||||||
Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees, and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in Management fees and other corporate revenues on our Consolidated Statements of Operations and 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 Operations and 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 March 31, | |||||||||||
2014 | 2013 | ||||||||||
Management fees from affiliates | $ | 16,687 | $ | 15,858 | |||||||
Management fee expense | (6,690 | ) | (5,971 | ) | |||||||
Net management fees from affiliates | $ | 9,997 | $ | 9,887 | |||||||
Impairment | |||||||||||
Operating properties | |||||||||||
We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, 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 Operations and 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. | |||||||||||
There were no provisions for impairment for the three months ended March 31, 2014 and 2013, included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). There was no provision for impairment for the three months ended March 31, 2014 in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties. One of the operating properties was previously transferred to a special servicer, and was sold in a lender-directed sale in full satisfaction of the related debt. This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 3). The other operating property related to a regional mall where the sales price of the property was lower than its carrying value. | |||||||||||
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 perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2014, and 2013. | |||||||||||
Fair Value Measurements (Note 4) | |||||||||||
The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: | |||||||||||
· Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; | |||||||||||
· Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | |||||||||||
· Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | |||||||||||
The impairment section above includes a discussion of all impairments recognized during the three months ended March 31, 2014, and 2013, which were based on Level 2 inputs. Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of our outstanding Warrants, which were measured at fair value using Level 3 inputs until the Warrant agreement was amended on March 28, 2013. Note 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. | |||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
Effective January 1, 2015 with early adoption permitted January 1, 2014 the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have (or will have) a major effect on the company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. Pursuant to its terms, we have elected to adopt this pronouncement effective January 1, 2015. This definition will be applied prospectively after the adoption and is anticipated to substantially reduce the number of transactions, going forward, that qualify for discontinued operations as compared to historical results. | |||||||||||
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 fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, 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. |
DISCONTINUED_OPERATIONS_AND_GA
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ' | |||||||
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ' | |||||||
NOTE 3 DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ||||||||
All of our dispositions of consolidated operating properties for which there is no continuing involvement, for all periods presented, are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) and are summarized in the table below. Gains on disposition and gains on debt extinguishment are recorded in the Consolidated Statements of Comprehensive Income (Loss) in the period the property is disposed. | ||||||||
During the three months ended March 31, 2014, one property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt. This resulted in a gain on debt extinguishment of $66.7 million and a reduction of property-level debt of $79.0 million. | ||||||||
During the three months ended March 31, 2013, we sold our interests in two non-core assets totaling approximately 2 million square feet of gross leasable area (“GLA”), which reduced our property level debt by $121.2 million. One property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt. This resulted in a gain on extinguishment of debt of $25.9 million. | ||||||||
The following table summarizes the operations of the properties included in discontinued operations. | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Retail and other revenue | $ | 1,014 | $ | 12,285 | ||||
Total revenues | 1,014 | 12,285 | ||||||
Retail and other operating expenses | 883 | 9,980 | ||||||
Provisions for impairment | — | 4,975 | ||||||
Total expenses | 883 | 14,955 | ||||||
Operating income (loss) | 131 | (2,670 | ) | |||||
Interest expense, net | (963 | ) | (4,944 | ) | ||||
Gains (losses) on dispositions | 4,693 | (324 | ) | |||||
Net income (loss) from operations | 3,861 | (7,938 | ) | |||||
Gain on debt extinguishment | 66,680 | 25,894 | ||||||
Net income from discontinued operations | $ | 70,541 | $ | 17,956 | ||||
FAIR_VALUE
FAIR VALUE | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
FAIR VALUE | ' | |||||||||||||
FAIR VALUE | ' | |||||||||||||
NOTE 4 FAIR VALUE | ||||||||||||||
Nonrecurring Fair Value of Operating Properties | ||||||||||||||
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. | ||||||||||||||
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 March 31, 2014 and December 31, 2013. | ||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||
Carrying Amount(1) | Estimated Fair | Carrying Amount(1) | Estimated Fair | |||||||||||
Value | Value | |||||||||||||
Fixed-rate debt | $ | 13,968,441 | $ | 14,320,908 | $ | 13,919,820 | $ | 13,957,952 | ||||||
Variable-rate debt | 2,032,617 | 2,065,997 | 1,752,617 | 1,787,139 | ||||||||||
$ | 16,001,058 | $ | 16,386,905 | $ | 15,672,437 | $ | 15,745,091 | |||||||
(1) Includes market rate adjustments of $15.9 million and $0.9 million as of March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||
The fair value of our Junior Subordinated Notes approximates their carrying amount as of March 31, 2014 and December 31, 2013. 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 London Interbank Offered Rate (“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_AFF
UNCONSOLIDATED REAL ESTATE AFFILIATES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
UNCONSOLIDATED REAL ESTATE AFFILIATES | ' | |||||||
UNCONSOLIDATED REAL ESTATE AFFILIATES | ' | |||||||
NOTE 5 UNCONSOLIDATED REAL ESTATE AFFILIATES | ||||||||
The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates. | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates | ||||||||
Assets: | ||||||||
Land | $ | 1,049,288 | $ | 1,046,354 | ||||
Buildings and equipment | 8,700,195 | 8,670,976 | ||||||
Less accumulated depreciation | (2,366,080 | ) | (2,301,054 | ) | ||||
Construction in progress | 35,681 | 46,339 | ||||||
Net property and equipment | 7,419,084 | 7,462,615 | ||||||
Cash and cash equivalents | 245,802 | 260,405 | ||||||
Accounts and notes receivable, net | 171,224 | 187,533 | ||||||
Deferred expenses, net | 260,842 | 254,949 | ||||||
Prepaid expenses and other assets | 157,457 | 147,182 | ||||||
Total assets | $ | 8,254,409 | $ | 8,312,684 | ||||
Liabilities and Owners’ Equity: | ||||||||
Mortgages, notes and loans payable | $ | 6,504,521 | $ | 6,503,686 | ||||
Accounts payable, accrued expenses and other liabilities | 309,958 | 324,620 | ||||||
Cumulative effect of foreign currency translation (“CFCT”) | (19,579 | ) | (22,896 | ) | ||||
Owners’ equity, excluding CFCT | 1,459,509 | 1,507,274 | ||||||
Total liabilities and owners’ equity | $ | 8,254,409 | $ | 8,312,684 | ||||
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ||||||||
Owners’ equity | $ | 1,439,930 | $ | 1,484,378 | ||||
Less: joint venture partners’ equity | (737,003 | ) | (760,804 | ) | ||||
Plus: excess investment/basis differences | 1,681,974 | 1,666,719 | ||||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,384,901 | $ | 2,390,293 | ||||
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ||||||||
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates | $ | 2,402,793 | $ | 2,407,698 | ||||
Liability - Investment in Unconsolidated Real Estate Affiliates | (17,892 | ) | (17,405 | ) | ||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,384,901 | $ | 2,390,293 | ||||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | ||||||||
(Dollars in thousands, except share and per share amounts) | ||||||||
(Unaudited) | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates | ||||||||
Revenues: | ||||||||
Minimum rents | $ | 185,808 | $ | 180,686 | ||||
Tenant recoveries | 87,462 | 76,129 | ||||||
Overage rents | 4,855 | 4,909 | ||||||
Other | 11,735 | 6,890 | ||||||
Total revenues | 289,860 | 268,614 | ||||||
Expenses: | ||||||||
Real estate taxes | 27,683 | 25,515 | ||||||
Property maintenance costs | 11,702 | 8,623 | ||||||
Marketing | 3,567 | 3,141 | ||||||
Other property operating costs | 41,938 | 35,943 | ||||||
Provision for doubtful accounts | 815 | 1,421 | ||||||
Property management and other costs(1) | 14,203 | 12,438 | ||||||
General and administrative | 483 | 580 | ||||||
Depreciation and amortization | 75,705 | 65,184 | ||||||
Total expenses | 176,096 | 152,845 | ||||||
Operating income | 113,764 | 115,769 | ||||||
Interest income | 1,547 | 255 | ||||||
Interest expense | (72,872 | ) | (65,790 | ) | ||||
Provision for income taxes | (188 | ) | (156 | ) | ||||
Income from continuing operations | 42,251 | 50,078 | ||||||
Net income from disposed investment | — | 11,791 | ||||||
Allocation to noncontrolling interests | (4 | ) | 41 | |||||
Net income attributable to the ventures | $ | 42,247 | $ | 61,910 | ||||
Equity In Income of Unconsolidated Real Estate Affiliates: | ||||||||
Net income attributable to the ventures | $ | 42,247 | $ | 61,910 | ||||
Joint venture partners’ share of income | (24,217 | ) | (34,659 | ) | ||||
Amortization of capital or basis differences | (10,873 | ) | (14,057 | ) | ||||
Equity in income of Unconsolidated Real Estate Affiliates | $ | 7,157 | $ | 13,194 | ||||
(1) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI. | ||||||||
The Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 20 domestic joint ventures, comprising 31 U.S. regional malls and five strip/other retail centers, 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. As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method. | ||||||||
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 $3.2 billion as of March 31, 2014 and December 31, 2013, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. | ||||||||
We have debt obligations in excess of our pro rata share of the debt for one of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our pro rata share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $90.2 million at one property as of March 31, 2014, and $90.6 million as of December 31, 2013. 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 distributions from such Unconsolidated Real Estate Affiliates, or our interest in, could be reduced to the extent of such deficiencies. As of March 31, 2014, 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 | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ' | |||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ' | |||||||||||
NOTE 6 MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||
Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: | ||||||||||||
March 31, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2014(1) | Interest Rate(2) | 2013(3) | Interest Rate(2) | |||||||||
Fixed-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable (4) | $ | 13,957,173 | 4.54 | % | $ | 13,907,029 | 4.55 | % | ||||
Corporate and other unsecured loans | 11,268 | 4.41 | % | 12,791 | 4.41 | % | ||||||
Total fixed-rate debt | 13,968,441 | 4.54 | % | 13,919,820 | 4.55 | % | ||||||
Variable-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable (4) | 1,700,817 | 2.6 | % | 1,700,817 | 2.61 | % | ||||||
Revolving credit facility | 331,800 | 1.73 | % | 51,800 | 1.74 | % | ||||||
Total variable-rate debt | 2,032,617 | 2.46 | % | 1,752,617 | 2.59 | % | ||||||
Total Mortgages, notes and loans payable | $ | 16,001,058 | 4.27 | % | $ | 15,672,437 | 4.33 | % | ||||
Junior Subordinated Notes | $ | 206,200 | 1.69 | % | $ | 206,200 | 1.69 | % | ||||
(1) Includes net $15.9 million of debt market rate adjustments. | ||||||||||||
(2) Represents the weighted-average interest rates on our contractual principal balances. | ||||||||||||
(3) Includes net $0.9 million of debt market rate adjustments. | ||||||||||||
(4) Properties provide mortgage collateral as guarantors. $102.1 million of the fixed-rate balance and $1.5 billion of the variable-rate | ||||||||||||
balance is cross-collateralized. | ||||||||||||
Collateralized Mortgages, Notes and Loans Payable | ||||||||||||
As of March 31, 2014, $20.4 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 $1.6 billion of debt, are cross-collateralized with other properties. Although a majority of the $15.7 billion of fixed and variable rate collateralized mortgages, notes and loans payable are non-recourse, $1.6 billion 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 GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. | ||||||||||||
During the three months ended March 31, 2014, we refinanced consolidated mortgage notes totaling $685.0 million related to 3 properties with net proceeds of $158.8 million. The prior loans had a weighted-average term-to-maturity of 1.9 years, and a weighted-average interest rate of 4.7%. The new loans have a weighted-average term-to-maturity of 8.5 years, and a weighted-average interest rate of 4.4%. | ||||||||||||
Corporate and Other Unsecured Loans | ||||||||||||
We have certain unsecured debt obligations, the terms of which are described below: | ||||||||||||
March 31, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2014(2) | Interest Rate | 2013 (3) | Interest Rate | |||||||||
Unsecured debt: | ||||||||||||
HHC Note(1) | 11,595 | 4.41 | % | 13,179 | 4.41 | % | ||||||
Revolving credit facility | 331,800 | 1.73 | % | 51,800 | 1.74 | % | ||||||
Total unsecured debt | $ | 343,395 | 1.82 | % | $ | 64,979 | 2.28 | % | ||||
(1) Matures in December 2015. | ||||||||||||
(2) Excludes a market rate discount of $0.3 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan. | ||||||||||||
(3) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan. | ||||||||||||
Our revolving credit facility (the “Facility”) as amended on October 23, 2013, provides for revolving loans of up to $1.0 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.5 billion. The Facility is scheduled to mature in October 2018 and is unsecured. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level. The Facility 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, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of March 31, 2014. $331.8 million was outstanding on the Facility, as of March 31, 2014. | ||||||||||||
Junior Subordinated Notes | ||||||||||||
GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, 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 GGPLP. 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 GGPLP due 2041. 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, 2041, 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. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. 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 March 31, 2014 and December 31, 2013. | ||||||||||||
Letters of Credit and Surety Bonds | ||||||||||||
We had outstanding letters of credit and surety bonds of $21.0 million as of March 31, 2014 and $19.4 million as of December 31, 2013. 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 March 31, 2014. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
NOTE 7 INCOME TAXES | |
We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our taxable ordinary income and to either distribute taxable capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. 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 (including any applicable alternative minimum tax) 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. Generally, we are currently open to audit by the Internal Revenue Service for the years ended December 31, 2010 through 2013 and are open to audit by state taxing authorities for the years ended December 31, 2009 through 2013. | |
Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will change from those recorded at March 31, 2014, although such change is not expected to have a material effect on our consolidated financial position, results of operations or liquidity. |
WARRANTS
WARRANTS | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
WARRANTS | ' | |||||||||
WARRANTS | ' | |||||||||
NOTE 8 WARRANTS | ||||||||||
Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued 120,000,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.63. Each Warrant was originally recorded as a liability, as the holders of the Warrants could have required GGP to settle such Warrants in cash upon certain changes of control events. The Warrants were fully vested upon issuance. Each Warrant has a term of seven years and expires on November 9, 2017. Below is a summary of the Warrants initially received by the Plan Sponsors and Blackstone. | ||||||||||
Initial Warrant Holder | Number of Warrants | Exercise Price | ||||||||
Brookfield | 57,500,000 | $ | 10.75 | |||||||
Blackstone - B (2) | 2,500,000 | 10.75 | ||||||||
Fairholme (2) | 41,070,000 | 10.5 | ||||||||
Pershing Square (1) | 16,430,000 | 10.5 | ||||||||
Blackstone - A (2) | 2,500,000 | 10.5 | ||||||||
120,000,000 | ||||||||||
(1) On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield; Brookfield owns or manages on behalf of third parties, all outstanding Warrants. | ||||||||||
(2) On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGPLP (Note 10). | ||||||||||
The Brookfield Warrants and the Blackstone Warrants (A and B) were immediately exercisable, while the Fairholme Warrants and the Pershing Square Warrants were exercisable (for the initial 6.5 years from the issuance) only upon 90 days prior notice, but there is no obligation to exercise at any point from the end of the 90 day notification period through maturity. | ||||||||||
The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the 120,000,000 Warrants that were initially issued to the Plan Sponsors. During 2013 and 2014, the number of shares issuable upon exercise of the outstanding Warrants changed as follows: | ||||||||||
Exercise Price | ||||||||||
Record Date | Issuable Shares (1) | Brookfield and | Fairholme, Pershing | |||||||
Blackstone - B | Square and Blackstone | |||||||||
- A | ||||||||||
April 16, 2013 | 83,443,178 | $ | 9.53 | $ | 9.3 | |||||
July 16, 2013 | 83,945,892 | 9.47 | 9.25 | |||||||
October 15, 2013 | 84,507,750 | 9.41 | 9.19 | |||||||
December 13, 2013 | 85,084,392 | 9.34 | 9.12 | |||||||
(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased and exercised by GGPLP. | ||||||||||
The Fairholme and Blackstone A and B Warrants were purchased and subsequently exercised by GGPLP. As of March 31, 2014, Brookfield owns or manages on behalf of third parties all of the remaining Warrants. Brookfield has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 66,000,000 shares of common stock) or net share settle. The remaining 16,430,000 Warrants owned or managed by Brookfield must be net share settled. As of March 31, 2014, the remaining Warrants are exercisable into approximately 49 million common shares of the Company, at a weighted-average exercise price of approximately $9.29 per share. Due to their ownership of Warrants, Brookfield’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price. | ||||||||||
On March 28, 2013, we amended the Warrant agreement to replace the right of Warrant holders to receive cash from the Company under a change of control to the right to, instead, receive shares of the Company, changing the method of settlement. This amendment results in the classification of the Warrants as a component of permanent equity on our Consolidated Balance Sheets. Prior to the amendment, the Warrants were classified as a liability, due to the cash settlement feature, and marked to fair value, with changes in fair value recognized in earnings. As a result of the amendment, the fair value was determined as of March 28, 2013 with the change in fair value recognized in our Consolidated Statements of Operations and Comprehensive Income (Loss) and the determined fair value was reclassified to equity. | ||||||||||
The estimated fair value of the Warrants was $895.5 million as of March 28, 2013. The fair value of the Warrants was estimated using the Black Scholes option pricing model using our stock price, the Warrant term, and Level 3 inputs (Note 2). As discussed above, the modification of the warrant agreement resulted in the classification of the Warrants as equity as of March 28, 2013. From December 31, 2012 through March 28, 2013, changes in the fair value of the Warrants were recognized in earnings. An increase in GGP’s common stock price or in the expected volatility of the Warrants would increase the fair value; whereas, a decrease in GGP’s common stock price or an increase in the lack of marketability would decrease the fair value. | ||||||||||
The following table summarizes the change in fair value of the Warrants which is measured on a recurring basis using Level 3 inputs: | ||||||||||
Three Months Ended March 31, | ||||||||||
2013 | ||||||||||
Balance as of January 1, | $ | 1,488,196 | ||||||||
Warrant liability adjustment | 40,546 | |||||||||
Purchase of Warrants by GGPLP | (633,229 | ) | ||||||||
Reclassification to equity | (895,513 | ) | ||||||||
Balance as of March 31, | $ | — | ||||||||
The following table summarizes the estimated fair value of the Warrants and significant observable and unobservable inputs used in the valuation as of March 28, 2013: | ||||||||||
March 28, 2013 | ||||||||||
Fair value of Warrants | $ | 895,513 | ||||||||
Observable Inputs | ||||||||||
GGP stock price per share | $ | 19.88 | ||||||||
Warrant term | 4.62 | |||||||||
Unobservable Inputs | ||||||||||
Expected volatility | 30 | % | ||||||||
Range of values considered | (15% - 65%) | |||||||||
Discount for lack of marketability | 3 | % | ||||||||
Range of values considered | (3% - 7%) | |||||||||
EQUITY_AND_REDEEMABLE_NONCONTR
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | |||||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | |||||||||||||
NOTE 9 EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ||||||||||||||
Allocation to Noncontrolling Interests | ||||||||||||||
Noncontrolling interests consists of the redeemable interests related to our common and preferred Operating Partnership 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 March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Distributions to preferred Operating Partnership units | $ | (2,232 | ) | $ | (2,336 | ) | ||||||||
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | (664 | ) | 85 | |||||||||||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | (956 | ) | (537 | ) | ||||||||||
Allocation to noncontrolling interests | (3,852 | ) | (2,788 | ) | ||||||||||
Other comprehensive loss allocated to noncontrolling interests | (16 | ) | (53 | ) | ||||||||||
Comprehensive (income) loss allocated to noncontrolling interests | $ | (3,868 | ) | $ | (2,841 | ) | ||||||||
Redeemable Noncontrolling Interests | ||||||||||||||
The minority interest related to the Common and Preferred Units of the Operating Partnership are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets since it is possible we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. | ||||||||||||||
The Common and Preferred Units of the Operating Partnership are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their redemption value (i.e. fair value) as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within Additional paid-in capital in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at Net income (loss) attributable to General Growth Properties, Inc. | ||||||||||||||
The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value. | ||||||||||||||
Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders. However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax. Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions. If the holders had requested redemption of the Common Units as of March 31, 2014, the aggregate amount of cash we would have paid would have been $139.6 million. | ||||||||||||||
The Operating Partnership issued Convertible Preferred Units that are convertible into Common Units of the Operating Partnership at the rates below (subject to adjustment). The holder may convert the Convertible Preferred Units into Common Units of the Operating Partnership at any time, subject to certain restrictions. The Common Units are convertible into common stock at a one-to-one ratio at the current stock price. | ||||||||||||||
Number of Common | Number of | Converted Basis to | Conversion Price | Redemption Value | ||||||||||
Units for each | Contractual | Common Units | ||||||||||||
Preferred Unit | Convertible | Outstanding as of | ||||||||||||
Preferred Units | March 31, 2014 | |||||||||||||
Outstanding as of | ||||||||||||||
March 31, 2014 | ||||||||||||||
Series B (1) | 3 | 1,279,632 | 3,991,540 | $ | 16.6667 | 87,814 | ||||||||
Series D | 1.50821 | 532,750 | 803,499 | 33.15188 | 26,637 | |||||||||
Series E | 1.29836 | 502,658 | 652,631 | 38.51 | 25,133 | |||||||||
$ | 139,584 | |||||||||||||
(1) The conversion price of Series B preferred units is lower than the GGP December 31, 2013 closing common stock price of $22.00. Therefore, a common stock price of $22.00 is used to calculate the Series B redemption value. | ||||||||||||||
The following table reflects the activity of the redeemable noncontrolling interests for the three months ended March 31, 2014, and 2013. | ||||||||||||||
Balance at January 1, 2013 | $ | 268,219 | ||||||||||||
Net loss | (85 | ) | ||||||||||||
Distributions | (732 | ) | ||||||||||||
Redemption of operating partnership units | (3,328 | ) | ||||||||||||
Other comprehensive loss | 53 | |||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | (427 | ) | ||||||||||||
Balance at March 31, 2013 | $ | 263,700 | ||||||||||||
Balance at January 1, 2014 | $ | 228,902 | ||||||||||||
Net income | 664 | |||||||||||||
Distributions | (725 | ) | ||||||||||||
Other comprehensive income | 15 | |||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | 17,079 | |||||||||||||
Balance at March 31, 2014 | $ | 245,935 | ||||||||||||
Common Stock Dividend | ||||||||||||||
Our Board of Directors declared common stock dividends during 2014 and 2013 as follows: | ||||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | |||||||||||
2014 | ||||||||||||||
February 26 | April 15 | April 30 | $ | 0.15 | ||||||||||
2013 | ||||||||||||||
October 28 | December 13 | January 2, 2014 | $ | 0.14 | ||||||||||
July 29 | October 15 | October 29, 2013 | 0.13 | |||||||||||
May 10 | July 16 | July 30, 2013 | 0.12 | |||||||||||
February 4 | April 16 | April 30, 2013 | 0.12 | |||||||||||
Our Dividend Reinvestment Plan (“DRIP”) provides 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 of common stock. Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested. As a result of the DRIP elections, 6,254 shares were issued during the three months ended March 31, 2014 and 7,178 shares were issued during the three months ended March 31, 2013. | ||||||||||||||
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 “Preferred Stock”) at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. The 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 common stock, and reduces net income available to common stockholders, and therefore, earnings per share. | ||||||||||||||
The Preferred Stock does not have a stated maturity date but we may redeem the Preferred Stock after February 12, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 12, 2018, in limited circumstances that preserve ownership limits and/or our status as a REIT, as well as during certain circumstances surrounding a change of control. Upon certain circumstances surrounding a change of control, holders of Preferred Stock may elect to convert each share of their Preferred Stock into a number of shares of GGP common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 common shares (subject to certain adjustments related to GGP common share splits, subdivisions, or combinations). | ||||||||||||||
Our Board of Directors declared preferred stock dividends during 2014 and 2013 as follows: | ||||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | |||||||||||
2014 | ||||||||||||||
26-Feb | 17-Mar | 1-Apr | $ | 0.3984 | ||||||||||
2013 | ||||||||||||||
28-Oct | 13-Dec | 2-Jan-14 | $ | 0.3984 | ||||||||||
29-Jul | 13-Sep | 1-Oct-13 | 0.3984 | |||||||||||
10-May | 14-Jun | 1-Jul-13 | 0.3984 | |||||||||||
4-Mar | 15-Mar | 1-Apr-13 | 0.2125 | |||||||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
EARNINGS PER SHARE | ' | |||||||
EARNINGS PER SHARE | ' | |||||||
NOTE 10 EARNINGS PER SHARE | ||||||||
Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the Warrants are computed using the “if-converted” method and the dilutive effect of options and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), is computed using the “treasury” method. | ||||||||
Information related to our EPS calculations is summarized as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerators - Basic and Diluted: | ||||||||
Income (loss) from continuing operations | $ | 61,347 | $ | (26,694 | ) | |||
Preferred Stock dividends | (3,984 | ) | (2,125 | ) | ||||
Allocation to noncontrolling interests | (3,488 | ) | (2,657 | ) | ||||
Income (loss) from continuing operations - attributable to common stockholders | 53,875 | (31,476 | ) | |||||
Discontinued operations | 70,541 | 17,956 | ||||||
Allocation to noncontrolling interests | (364 | ) | (131 | ) | ||||
Discontinued operations - net of noncontrolling interests | 70,177 | 17,825 | ||||||
Net income (loss) | 131,888 | (8,738 | ) | |||||
Preferred Stock dividends | (3,984 | ) | (2,125 | ) | ||||
Allocation to noncontrolling interests | (3,852 | ) | (2,788 | ) | ||||
Net income (loss) attributable to common stockholders | $ | 124,052 | $ | (13,651 | ) | |||
Denominators: | ||||||||
Weighted-average number of common shares outstanding - basic | 896,257 | 939,271 | ||||||
Effect of dilutive securities | 51,714 | — | ||||||
Weighted-average number of common shares outstanding - diluted | 947,971 | 939,271 | ||||||
Anti-dilutive Securities: | ||||||||
Effect of Preferred Units | 5,506 | 5,526 | ||||||
Effect of Common Units | 4,834 | 6,574 | ||||||
Effect of Stock Options | — | 3,077 | ||||||
Effect of Warrants | — | 50,387 | ||||||
10,340 | 65,564 | |||||||
Options and Warrants were anti-dilutive for the three months ended March 31, 2013, because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. For the three months ended March 31, 2014 dilutive options and potentially dilutive shares related to the Warrants are included in the denominator of EPS. Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of GGPLP income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS. Outstanding Preferred Units have been excluded from the diluted earnings per share calculation because including the Preferred Units would also require that the Preferred Unit dividend be added back to the net income, resulting in their being anti-dilutive. | ||||||||
During the year ended December 31, 2013, GGPLP repurchased 28,345,108 shares of GGP’s common stock for $566.9 million. These shares are presented as Common stock in treasury, at cost, on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS. In addition, GGPLP was issued 27,459,195 shares of GGP common stock on March 26, 2013, as a result of GGPLP’s purchase and subsequent exercising of the Fairholme and Blackstone Warrants. These shares are presented as issued, but not outstanding on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS. | ||||||||
During the three months ended March 31, 2014, GGPLP repurchased 27,624,282 shares of GGP’s common stock for $555.8 million. These shares are presented as Common stock in treasury, at cost, on our Consolidated Balance Sheets. Accordingly, these shares have been excluded from the calculation of EPS. | ||||||||
As a result of these transactions, GGPLP owns 83,428,585 shares of GGP common stock as of March 31, 2014, of which 55,969,390 are shown as treasury stock and 27,459,195 are shown as issued, but not outstanding on our Consolidated Balance Sheets. |
STOCKBASED_COMPENSATION_PLANS
STOCK-BASED COMPENSATION PLANS | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | |||||||||||
STOCK-BASED COMPENSATION PLANS | ' | |||||||||||
NOTE 11 STOCK-BASED COMPENSATION PLANS | ||||||||||||
The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the ‘‘Awards’’). Directors, officers and other employees of GGP’s and 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 GGP’s common stock on the date of grant. The term of each option will be determined prior to the date of grant, but may not exceed ten years. | ||||||||||||
Compensation expense related to stock-based compensation plans for the three months ended March 31, 2014 and 2013 is summarized in the following table: | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Stock options - Property management and other costs | $ | 2,205 | $ | 1,229 | ||||||||
Stock options - General and administrative | 4,697 | 2,000 | ||||||||||
Restricted stock - Property management and other costs | 421 | 426 | ||||||||||
Restricted stock - General and administrative | 276 | 1,977 | ||||||||||
Total | $ | 7,599 | $ | 5,632 | ||||||||
The following tables summarize stock option activity for the Equity Plan for GGP for the three months ended March 31, 2014, and 2013: | ||||||||||||
2014 | 2013 | |||||||||||
Weighted | Weighted | |||||||||||
Average | Average | |||||||||||
Exercise | Exercise | |||||||||||
Shares | Price | Shares | Price | |||||||||
Stock options Outstanding at January 1, | 21,565,281 | $ | 17.28 | 9,692,499 | $ | 13.59 | ||||||
Granted | 50,000 | 22.41 | 5,901,108 | 19.24 | ||||||||
Exercised | (26,652 | ) | 15.79 | (208,587 | ) | 14.19 | ||||||
Forfeited | (107,797 | ) | 18.78 | (70,811 | ) | 15.28 | ||||||
Expired | (8,102 | ) | 14.39 | (1,759 | ) | 14.17 | ||||||
Stock options Outstanding at March 31, | 21,472,730 | $ | 17.29 | 15,312,450 | $ | 15.75 | ||||||
There was no significant restricted stock activity for the three months ended March 31, 2014 and 2013. |
ACCOUNTS_AND_NOTES_RECEIVABLE_
ACCOUNTS AND NOTES RECEIVABLE, NET | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
ACCOUNTS AND NOTES RECEIVABLE, NET | ' | |||||||
ACCOUNTS AND NOTES RECEIVABLE, NET | ' | |||||||
NOTE 12 ACCOUNTS AND NOTES RECEIVABLE, NET | ||||||||
The following table summarizes the significant components of Accounts and notes receivable, net. | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Trade receivables | $ | 119,597 | $ | 123,522 | ||||
Notes receivable | 185,953 | 179,559 | ||||||
Straight-line rent receivable | 201,374 | 190,332 | ||||||
Other accounts receivable | 3,359 | 3,377 | ||||||
Total Accounts and notes receivable | 510,283 | 496,790 | ||||||
Provision for doubtful accounts | (17,565 | ) | (17,891 | ) | ||||
Total Accounts and notes receivable, net | $ | 492,718 | $ | 478,899 | ||||
Notes receivable includes a $152.1 million note receivable issued to Rique Empreendimentos e Participacoes Ltda. (“Rique”) in conjunction with our sale of Aliansce Shopping Centers, S.A. (“Aliansce”) to Rique and Canada Pension Plan Investment Board on September 30, 2013. The note receivable is denominated in Brazilian Reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock in Aliansce, and requires annual principal and interest payments over the five year term. We recognize the impact of changes in the exchange rate on the note receivable as Gain or loss on foreign currency in our Consolidates Statements of Operations and Comprehensive Income (Loss). |
PREPAID_EXPENSES_AND_OTHER_ASS
PREPAID EXPENSES AND OTHER ASSETS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
PREPAID EXPENSES AND OTHER ASSETS | ' | |||||||||||||||||||
PREPAID EXPENSES AND OTHER ASSETS | ' | |||||||||||||||||||
NOTE 13 PREPAID EXPENSES AND OTHER ASSETS | ||||||||||||||||||||
The following table summarizes the significant components of Prepaid expenses and other assets. | ||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||
Gross Asset | Accumulated | Balance | Gross Asset | Accumulated | Balance | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
Intangible assets: | ||||||||||||||||||||
Above-market tenant leases, net | $ | 972,804 | $ | (471,982 | ) | $ | 500,822 | $ | 1,022,398 | $ | (478,998 | ) | $ | 543,400 | ||||||
Below-market ground leases, net | 164,017 | (14,679 | ) | 149,338 | 164,017 | (13,597 | ) | 150,420 | ||||||||||||
Real estate tax stabilization agreement, net | 111,506 | (21,412 | ) | 90,094 | 111,506 | (19,834 | ) | 91,672 | ||||||||||||
Total intangible assets | $ | 1,248,327 | $ | (508,073 | ) | $ | 740,254 | $ | 1,297,921 | $ | (512,429 | ) | $ | 785,492 | ||||||
Remaining Prepaid expenses and other assets: | ||||||||||||||||||||
Security and escrow deposits | 99,113 | 145,999 | ||||||||||||||||||
Prepaid expenses | 66,024 | 23,283 | ||||||||||||||||||
Other non-tenant receivables | 24,846 | 25,988 | ||||||||||||||||||
Deferred tax, net of valuation allowances | 906 | 906 | ||||||||||||||||||
Other | 11,676 | 13,901 | ||||||||||||||||||
Total remaining Prepaid expenses and other assets | 202,565 | 210,077 | ||||||||||||||||||
Total Prepaid expenses and other assets | $ | 942,819 | $ | 995,569 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||||||||||||||||
NOTE 14 ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||||||||||||||
The following table summarizes the significant components of Accounts payable and accrued expenses. | ||||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||
Gross Liability | Accumulated | Balance | Gross Liability | Accumulated | Balance | |||||||||||||||
Accretion | Accretion | |||||||||||||||||||
Intangible liabilities: | ||||||||||||||||||||
Below-market tenant leases, net | $ | 585,969 | $ | (259,823 | ) | $ | 326,146 | $ | 622,710 | $ | (271,215 | ) | $ | 351,495 | ||||||
Above-market headquarters office leases, net | 15,267 | (5,564 | ) | 9,703 | 15,268 | (5,130 | ) | 10,138 | ||||||||||||
Above-market ground leases, net | 9,756 | (1,275 | ) | 8,481 | 9,756 | (1,181 | ) | 8,575 | ||||||||||||
Total intangible liabilities | $ | 610,992 | $ | (266,662 | ) | $ | 344,330 | $ | 647,734 | $ | (277,526 | ) | $ | 370,208 | ||||||
Remaining Accounts payable and accrued expenses: | ||||||||||||||||||||
Accrued interest | 75,128 | 80,409 | ||||||||||||||||||
Accounts payable and accrued expenses | 107,595 | 98,986 | ||||||||||||||||||
Accrued real estate taxes | 87,068 | 92,663 | ||||||||||||||||||
Deferred gains/income | 99,102 | 115,354 | ||||||||||||||||||
Accrued payroll and other employee liabilities | 31,919 | 34,006 | ||||||||||||||||||
Construction payable | 63,216 | 103,988 | ||||||||||||||||||
Tenant and other deposits | 20,948 | 21,434 | ||||||||||||||||||
Insurance reserve liability | 17,373 | 16,643 | ||||||||||||||||||
Capital lease obligations | 12,549 | 12,703 | ||||||||||||||||||
Conditional asset retirement obligation liability | 10,296 | 10,424 | ||||||||||||||||||
Uncertain tax position liability | 5,577 | 5,536 | ||||||||||||||||||
Other | 18,156 | 27,013 | ||||||||||||||||||
Total remaining Accounts payable and accrued expenses | 548,927 | 619,159 | ||||||||||||||||||
Total Accounts payable and accrued expenses | $ | 893,257 | $ | 989,367 |
LITIGATION
LITIGATION | 3 Months Ended |
Mar. 31, 2014 | |
LITIGATION | ' |
LITIGATION | ' |
NOTE 15 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. | |
Urban Litigation | |
In October 2004, certain limited partners (the “Urban Plaintiffs”) of Urban Shopping Centers, L.P. (“Urban”) filed a lawsuit against Urban’s general partner, Head Acquisition, L.P. (“Head”), as well as TRCLP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head’s general partners (collectively, the “Urban Defendants”), in Circuit Court in Cook County, Illinois. GGP Inc., GGPLP and other affiliates were later included as Urban Defendants. The lawsuit alleges, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The plaintiffs seek relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including GGP, Inc. and its affiliates, to engage in certain future transactions through the Urban Partnership. On June 24, 2013, the court held oral argument on the parties’ cross-motions for partial summary judgment. The court rendered its decisions on these motions on November 7, 2013, affirming certain of the motions for plaintiffs and the co-defendants and denying others. A trial date has been scheduled for May 27, 2014. The parties are continuing discussions regarding potential settlement terms; however, it is not possible to determine whether such discussions will ultimately result in a settlement acceptable to all parties. | |
As a result of our consideration of the risks associated with this matter, the uncertainty regarding the outcome of the settlement discussions, as well as discussions with counsel, the Company has concluded that we cannot reasonably estimate a possible range of potential loss related to the Urban Plaintiffs’ lawsuit due to the broad spectrum of monetary and non-monetary remedies that may result from the outcome of the matter and the difficulty in calculating and allocating damages (if any) among the defendants. Therefore, no range of loss has been disclosed in the accompanying consolidated financial statements as of and for the three months ended March 31, 2014. | |
John Schreiber, one of our former directors, serves on the board of directors of, and is an investor in, an entity that is a principal investor in the Urban Plaintiffs, and is himself an investor in the Urban Plaintiffs and, therefore, has a financial interest in the outcome of the litigation that may be adverse to us. | |
Tax Indemnification Liability | |
Pursuant to the Investment Agreements, GGP has indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to $303.8 million. Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million. The IRS disagrees with the method used to report gains for income tax purposes that are the subject of the MPC taxes. As a result of this disagreement, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012. The Internal Revenue Service has opened an audit for these two taxpayers for 2009 through 2011 with respect to MPC Taxes. The outcome of this Tax Court decision will impact the timing of the payment of the MPC taxes to HHC. We anticipate the Tax Court’s decision in 2014. We have accrued $303.6 million as of March 31, 2014 and December 31, 2013 related to the tax indemnification liability. In addition, we have accrued $21.6 million of interest related to the tax indemnification liability in accounts payable and accrued expenses on our Consolidated Balance Sheets as of March 31, 2014, and December 31, 2013. As a result of our consideration of the risks associated with this matter, as well as discussions with counsel, the Company believes that the aggregate liability recorded of $325.2 million represents management’s best estimate of our liability as of March 31, 2014 and that the probability that we will incur a loss in excess of this amount is remote. Depending on the outcome of the Tax Court litigation, it is possible that we may make potentially significant payments on the tax indemnification liability in 2014. We do not expect that these payments will exceed the tax indemnification liability accrued as of March 31, 2014. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||
NOTE 16 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 Operations and Comprehensive Income (Loss): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
(Dollars in thousands) | ||||||||
Contractual rent expense, including participation rent | $ | 3,282 | $ | 3,301 | ||||
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | 2,123 | 2,075 | ||||||
See Note 14 for our obligations related to uncertain tax positions and for disclosure of additional contingencies. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
Principles of Consolidation and Basis of Presentation | ' | ||||||||||
Principles of Consolidation and Basis of Presentation | |||||||||||
The accompanying consolidated financial statements include the accounts of GGP, 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. | |||||||||||
We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. 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. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. 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 | ' | ||||||||||
Reclassifications | |||||||||||
Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented. | |||||||||||
Properties | ' | ||||||||||
Properties | |||||||||||
Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. | |||||||||||
Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). | |||||||||||
We periodically review the estimated useful lives of our properties, and may adjust them as necessary. The estimated useful lives of our properties range from 10-45 years. | |||||||||||
Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: | |||||||||||
Years | |||||||||||
Buildings and improvements | Oct-45 | ||||||||||
Equipment and fixtures | 20-Mar | ||||||||||
Tenant improvements | Shorter of useful life or applicable lease term | ||||||||||
Acquisitions of Operating Properties | ' | ||||||||||
Acquisitions of Operating Properties | |||||||||||
Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. | |||||||||||
Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. | |||||||||||
The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. | |||||||||||
Gross Asset | Accumulated | Net Carrying | |||||||||
Amortization | Amount | ||||||||||
As of March 31, 2014 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 721,265 | $ | (377,673 | ) | $ | 343,592 | ||||
As of December 31, 2013 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 797,311 | $ | (420,370 | ) | $ | 376,941 | ||||
The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets. | |||||||||||
Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations: | |||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Amortization/accretion effect on continuing operations | $ | (52,741 | ) | $ | (68,923 | ) | |||||
Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows: | |||||||||||
Year | Amount | ||||||||||
2014 Remaining | $ | 130,028 | |||||||||
2015 | 144,670 | ||||||||||
2016 | 112,647 | ||||||||||
2017 | 84,669 | ||||||||||
2018 | 55,668 | ||||||||||
Management Fees and Other Corporate Revenues | ' | ||||||||||
Management Fees and Other Corporate Revenues | |||||||||||
Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees, and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in Management fees and other corporate revenues on our Consolidated Statements of Operations and 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 Operations and 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 March 31, | |||||||||||
2014 | 2013 | ||||||||||
Management fees from affiliates | $ | 16,687 | $ | 15,858 | |||||||
Management fee expense | (6,690 | ) | (5,971 | ) | |||||||
Net management fees from affiliates | $ | 9,997 | $ | 9,887 | |||||||
Impairment | ' | ||||||||||
Impairment | |||||||||||
Operating properties | |||||||||||
We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, 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 Operations and 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. | |||||||||||
There were no provisions for impairment for the three months ended March 31, 2014 and 2013, included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). There was no provision for impairment for the three months ended March 31, 2014 in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties. One of the operating properties was previously transferred to a special servicer, and was sold in a lender-directed sale in full satisfaction of the related debt. This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 3). The other operating property related to a regional mall where the sales price of the property was lower than its carrying value. | |||||||||||
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 perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three months ended March 31, 2014, and 2013. | |||||||||||
Fair Value Measurements | ' | ||||||||||
Fair Value Measurements (Note 4) | |||||||||||
The accounting principles for fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: | |||||||||||
· Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; | |||||||||||
· Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | |||||||||||
· Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | |||||||||||
The impairment section above includes a discussion of all impairments recognized during the three months ended March 31, 2014, and 2013, which were based on Level 2 inputs. Note 4 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 8 includes a discussion of our outstanding Warrants, which were measured at fair value using Level 3 inputs until the Warrant agreement was amended on March 28, 2013. Note 9 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. | |||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
Effective January 1, 2015 with early adoption permitted January 1, 2014 the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have (or will have) a major effect on the company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. Pursuant to its terms, we have elected to adopt this pronouncement effective January 1, 2015. This definition will be applied prospectively after the adoption and is anticipated to substantially reduce the number of transactions, going forward, that qualify for discontinued operations as compared to historical results. | |||||||||||
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 fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, provision for income taxes, recoverable amounts of receivables and deferred taxes, 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_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
Schedule of estimated useful lives of properties | ' | ||||||||||
Years | |||||||||||
Buildings and improvements | Oct-45 | ||||||||||
Equipment and fixtures | 20-Mar | ||||||||||
Tenant improvements | Shorter of useful life or applicable lease term | ||||||||||
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations | ' | ||||||||||
Year | Amount | ||||||||||
2014 Remaining | $ | 130,028 | |||||||||
2015 | 144,670 | ||||||||||
2016 | 112,647 | ||||||||||
2017 | 84,669 | ||||||||||
2018 | 55,668 | ||||||||||
Schedule of gross asset balances of in-place value of tenant leases | ' | ||||||||||
Gross Asset | Accumulated | Net Carrying | |||||||||
Amortization | Amount | ||||||||||
As of March 31, 2014 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 721,265 | $ | (377,673 | ) | $ | 343,592 | ||||
As of December 31, 2013 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 797,311 | $ | (420,370 | ) | $ | 376,941 | ||||
Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations | ' | ||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Amortization/accretion effect on continuing operations | $ | (52,741 | ) | $ | (68,923 | ) | |||||
Summary of management fees from affiliates and entity's share of management fee expense | ' | ||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | ||||||||||
Management fees from affiliates | $ | 16,687 | $ | 15,858 | |||||||
Management fee expense | (6,690 | ) | (5,971 | ) | |||||||
Net management fees from affiliates | $ | 9,997 | $ | 9,887 |
DISCONTINUED_OPERATIONS_AND_GA1
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ' | |||||||
Summary of operations of properties included in discontinued operations | ' | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Retail and other revenue | $ | 1,014 | $ | 12,285 | ||||
Total revenues | 1,014 | 12,285 | ||||||
Retail and other operating expenses | 883 | 9,980 | ||||||
Provisions for impairment | — | 4,975 | ||||||
Total expenses | 883 | 14,955 | ||||||
Operating income (loss) | 131 | (2,670 | ) | |||||
Interest expense, net | (963 | ) | (4,944 | ) | ||||
Gains (losses) on dispositions | 4,693 | (324 | ) | |||||
Net income (loss) from operations | 3,861 | (7,938 | ) | |||||
Gain on debt extinguishment | 66,680 | 25,894 | ||||||
Net income from discontinued operations | $ | 70,541 | $ | 17,956 |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
FAIR VALUE | ' | |||||||||||||
Schedule of carrying amount and estimates of fair value of debt | ' | |||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||
Carrying Amount(1) | Estimated Fair | Carrying Amount(1) | Estimated Fair | |||||||||||
Value | Value | |||||||||||||
Fixed-rate debt | $ | 13,968,441 | $ | 14,320,908 | $ | 13,919,820 | $ | 13,957,952 | ||||||
Variable-rate debt | 2,032,617 | 2,065,997 | 1,752,617 | 1,787,139 | ||||||||||
$ | 16,001,058 | $ | 16,386,905 | $ | 15,672,437 | $ | 15,745,091 | |||||||
(1) Includes market rate adjustments of $15.9 million and $0.9 million as of March 31, 2014 and December 31, 2013, respectively. |
UNCONSOLIDATED_REAL_ESTATE_AFF1
UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
UNCONSOLIDATED REAL ESTATE AFFILIATES | ' | |||||||
Schedule of summarized financial information for Unconsolidated Real Estate Affiliates | ' | |||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates | ||||||||
Assets: | ||||||||
Land | $ | 1,049,288 | $ | 1,046,354 | ||||
Buildings and equipment | 8,700,195 | 8,670,976 | ||||||
Less accumulated depreciation | (2,366,080 | ) | (2,301,054 | ) | ||||
Construction in progress | 35,681 | 46,339 | ||||||
Net property and equipment | 7,419,084 | 7,462,615 | ||||||
Cash and cash equivalents | 245,802 | 260,405 | ||||||
Accounts and notes receivable, net | 171,224 | 187,533 | ||||||
Deferred expenses, net | 260,842 | 254,949 | ||||||
Prepaid expenses and other assets | 157,457 | 147,182 | ||||||
Total assets | $ | 8,254,409 | $ | 8,312,684 | ||||
Liabilities and Owners’ Equity: | ||||||||
Mortgages, notes and loans payable | $ | 6,504,521 | $ | 6,503,686 | ||||
Accounts payable, accrued expenses and other liabilities | 309,958 | 324,620 | ||||||
Cumulative effect of foreign currency translation (“CFCT”) | (19,579 | ) | (22,896 | ) | ||||
Owners’ equity, excluding CFCT | 1,459,509 | 1,507,274 | ||||||
Total liabilities and owners’ equity | $ | 8,254,409 | $ | 8,312,684 | ||||
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ||||||||
Owners’ equity | $ | 1,439,930 | $ | 1,484,378 | ||||
Less: joint venture partners’ equity | (737,003 | ) | (760,804 | ) | ||||
Plus: excess investment/basis differences | 1,681,974 | 1,666,719 | ||||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,384,901 | $ | 2,390,293 | ||||
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ||||||||
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates | $ | 2,402,793 | $ | 2,407,698 | ||||
Liability - Investment in Unconsolidated Real Estate Affiliates | (17,892 | ) | (17,405 | ) | ||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,384,901 | $ | 2,390,293 | ||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates | ||||||||
Revenues: | ||||||||
Minimum rents | $ | 185,808 | $ | 180,686 | ||||
Tenant recoveries | 87,462 | 76,129 | ||||||
Overage rents | 4,855 | 4,909 | ||||||
Other | 11,735 | 6,890 | ||||||
Total revenues | 289,860 | 268,614 | ||||||
Expenses: | ||||||||
Real estate taxes | 27,683 | 25,515 | ||||||
Property maintenance costs | 11,702 | 8,623 | ||||||
Marketing | 3,567 | 3,141 | ||||||
Other property operating costs | 41,938 | 35,943 | ||||||
Provision for doubtful accounts | 815 | 1,421 | ||||||
Property management and other costs(1) | 14,203 | 12,438 | ||||||
General and administrative | 483 | 580 | ||||||
Depreciation and amortization | 75,705 | 65,184 | ||||||
Total expenses | 176,096 | 152,845 | ||||||
Operating income | 113,764 | 115,769 | ||||||
Interest income | 1,547 | 255 | ||||||
Interest expense | (72,872 | ) | (65,790 | ) | ||||
Provision for income taxes | (188 | ) | (156 | ) | ||||
Income from continuing operations | 42,251 | 50,078 | ||||||
Net income from disposed investment | — | 11,791 | ||||||
Allocation to noncontrolling interests | (4 | ) | 41 | |||||
Net income attributable to the ventures | $ | 42,247 | $ | 61,910 | ||||
Equity In Income of Unconsolidated Real Estate Affiliates: | ||||||||
Net income attributable to the ventures | $ | 42,247 | $ | 61,910 | ||||
Joint venture partners’ share of income | (24,217 | ) | (34,659 | ) | ||||
Amortization of capital or basis differences | (10,873 | ) | (14,057 | ) | ||||
Equity in income of Unconsolidated Real Estate Affiliates | $ | 7,157 | $ | 13,194 | ||||
(1) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI. |
MORTGAGES_NOTES_AND_LOANS_PAYA1
MORTGAGES, NOTES AND LOANS PAYABLE (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ' | |||||||||||
Summary of mortgages, notes and loans payable and weighted average interest rates | ' | |||||||||||
March 31, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2014(1) | Interest Rate(2) | 2013(3) | Interest Rate(2) | |||||||||
Fixed-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable (4) | $ | 13,957,173 | 4.54 | % | $ | 13,907,029 | 4.55 | % | ||||
Corporate and other unsecured loans | 11,268 | 4.41 | % | 12,791 | 4.41 | % | ||||||
Total fixed-rate debt | 13,968,441 | 4.54 | % | 13,919,820 | 4.55 | % | ||||||
Variable-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable (4) | 1,700,817 | 2.6 | % | 1,700,817 | 2.61 | % | ||||||
Revolving credit facility | 331,800 | 1.73 | % | 51,800 | 1.74 | % | ||||||
Total variable-rate debt | 2,032,617 | 2.46 | % | 1,752,617 | 2.59 | % | ||||||
Total Mortgages, notes and loans payable | $ | 16,001,058 | 4.27 | % | $ | 15,672,437 | 4.33 | % | ||||
Junior Subordinated Notes | $ | 206,200 | 1.69 | % | $ | 206,200 | 1.69 | % | ||||
(1) Includes net $15.9 million of debt market rate adjustments. | ||||||||||||
(2) Represents the weighted-average interest rates on our contractual principal balances. | ||||||||||||
(3) Includes net $0.9 million of debt market rate adjustments. | ||||||||||||
(4) Properties provide mortgage collateral as guarantors. $102.1 million of the fixed-rate balance and $1.5 billion of the variable-rate | ||||||||||||
balance is cross-collateralized. | ||||||||||||
Schedule of terms of unsecured debt obligations | ' | |||||||||||
March 31, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2014(2) | Interest Rate | 2013 (3) | Interest Rate | |||||||||
Unsecured debt: | ||||||||||||
HHC Note(1) | 11,595 | 4.41 | % | 13,179 | 4.41 | % | ||||||
Revolving credit facility | 331,800 | 1.73 | % | 51,800 | 1.74 | % | ||||||
Total unsecured debt | $ | 343,395 | 1.82 | % | $ | 64,979 | 2.28 | % | ||||
(1) Matures in December 2015. | ||||||||||||
(2) Excludes a market rate discount of $0.3 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan. | ||||||||||||
(3) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan. |
WARRANTS_Tables
WARRANTS (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
WARRANTS | ' | |||||||||
Schedule of Warrants initially received | ' | |||||||||
Initial Warrant Holder | Number of Warrants | Exercise Price | ||||||||
Brookfield | 57,500,000 | $ | 10.75 | |||||||
Blackstone - B (2) | 2,500,000 | 10.75 | ||||||||
Fairholme (2) | 41,070,000 | 10.5 | ||||||||
Pershing Square (1) | 16,430,000 | 10.5 | ||||||||
Blackstone - A (2) | 2,500,000 | 10.5 | ||||||||
120,000,000 | ||||||||||
(1) On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield; Brookfield owns or manages on behalf of third parties, all outstanding Warrants. | ||||||||||
(2) On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGPLP (Note 10). | ||||||||||
Schedule of change in shares issuable upon exercise of outstanding Warrants | ' | |||||||||
Exercise Price | ||||||||||
Record Date | Issuable Shares (1) | Brookfield and | Fairholme, Pershing | |||||||
Blackstone - B | Square and Blackstone | |||||||||
- A | ||||||||||
April 16, 2013 | 83,443,178 | $ | 9.53 | $ | 9.3 | |||||
July 16, 2013 | 83,945,892 | 9.47 | 9.25 | |||||||
October 15, 2013 | 84,507,750 | 9.41 | 9.19 | |||||||
December 13, 2013 | 85,084,392 | 9.34 | 9.12 | |||||||
(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased and exercised by GGPLP. | ||||||||||
Summary of change in fair value of Warrants measured on a recurring basis using Level 3 inputs | ' | |||||||||
Three Months Ended March 31, | ||||||||||
2013 | ||||||||||
Balance as of January 1, | $ | 1,488,196 | ||||||||
Warrant liability adjustment | 40,546 | |||||||||
Purchase of Warrants by GGPLP | (633,229 | ) | ||||||||
Reclassification to equity | (895,513 | ) | ||||||||
Balance as of March 31, | $ | — | ||||||||
Summary of estimated fair value of Warrants and significant observable and unobservable inputs used in valuation | ' | |||||||||
March 28, 2013 | ||||||||||
Fair value of Warrants | $ | 895,513 | ||||||||
Observable Inputs | ||||||||||
GGP stock price per share | $ | 19.88 | ||||||||
Warrant term | 4.62 | |||||||||
Unobservable Inputs | ||||||||||
Expected volatility | 30 | % | ||||||||
Range of values considered | (15% - 65%) | |||||||||
Discount for lack of marketability | 3 | % | ||||||||
Range of values considered | (3% - 7%) |
EQUITY_AND_REDEEMABLE_NONCONTR1
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Equity and redeemable noncontrolling interest | ' | |||||||||||||
Schedule of activity included in allocation to noncontrolling interests | ' | |||||||||||||
Three Months Ended March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Distributions to preferred Operating Partnership units | $ | (2,232 | ) | $ | (2,336 | ) | ||||||||
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | (664 | ) | 85 | |||||||||||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | (956 | ) | (537 | ) | ||||||||||
Allocation to noncontrolling interests | (3,852 | ) | (2,788 | ) | ||||||||||
Other comprehensive loss allocated to noncontrolling interests | (16 | ) | (53 | ) | ||||||||||
Comprehensive (income) loss allocated to noncontrolling interests | $ | (3,868 | ) | $ | (2,841 | ) | ||||||||
Schedule of redeemable noncontrolling interests | ' | |||||||||||||
Number of Common | Number of | Converted Basis to | Conversion Price | Redemption Value | ||||||||||
Units for each | Contractual | Common Units | ||||||||||||
Preferred Unit | Convertible | Outstanding as of | ||||||||||||
Preferred Units | March 31, 2014 | |||||||||||||
Outstanding as of | ||||||||||||||
March 31, 2014 | ||||||||||||||
Series B (1) | 3 | 1,279,632 | 3,991,540 | $ | 16.6667 | 87,814 | ||||||||
Series D | 1.50821 | 532,750 | 803,499 | 33.15188 | 26,637 | |||||||||
Series E | 1.29836 | 502,658 | 652,631 | 38.51 | 25,133 | |||||||||
$ | 139,584 | |||||||||||||
(1) The conversion price of Series B preferred units is lower than the GGP December 31, 2013 closing common stock price of $22.00. Therefore, a common stock price of $22.00 is used to calculate the Series B redemption value. | ||||||||||||||
Schedule of activity of redeemable noncontrolling interests | ' | |||||||||||||
Balance at January 1, 2013 | $ | 268,219 | ||||||||||||
Net loss | (85 | ) | ||||||||||||
Distributions | (732 | ) | ||||||||||||
Redemption of operating partnership units | (3,328 | ) | ||||||||||||
Other comprehensive loss | 53 | |||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | (427 | ) | ||||||||||||
Balance at March 31, 2013 | $ | 263,700 | ||||||||||||
Balance at January 1, 2014 | $ | 228,902 | ||||||||||||
Net income | 664 | |||||||||||||
Distributions | (725 | ) | ||||||||||||
Other comprehensive income | 15 | |||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | 17,079 | |||||||||||||
Balance at March 31, 2014 | $ | 245,935 | ||||||||||||
6.375% series A cumulative redeemable perpetual preferred stock | ' | |||||||||||||
Equity and redeemable noncontrolling interest | ' | |||||||||||||
Summary of dividends declared | ' | |||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | |||||||||||
2014 | ||||||||||||||
26-Feb | 17-Mar | 1-Apr | $ | 0.3984 | ||||||||||
2013 | ||||||||||||||
28-Oct | 13-Dec | 2-Jan-14 | $ | 0.3984 | ||||||||||
29-Jul | 13-Sep | 1-Oct-13 | 0.3984 | |||||||||||
10-May | 14-Jun | 1-Jul-13 | 0.3984 | |||||||||||
4-Mar | 15-Mar | 1-Apr-13 | 0.2125 | |||||||||||
Common Stock | ' | |||||||||||||
Equity and redeemable noncontrolling interest | ' | |||||||||||||
Summary of dividends declared | ' | |||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | |||||||||||
2014 | ||||||||||||||
February 26 | April 15 | April 30 | $ | 0.15 | ||||||||||
2013 | ||||||||||||||
October 28 | December 13 | January 2, 2014 | $ | 0.14 | ||||||||||
July 29 | October 15 | October 29, 2013 | 0.13 | |||||||||||
May 10 | July 16 | July 30, 2013 | 0.12 | |||||||||||
February 4 | April 16 | April 30, 2013 | 0.12 |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
EARNINGS PER SHARE | ' | |||||||
Summary of information related to EPS calculations | ' | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Numerators - Basic and Diluted: | ||||||||
Income (loss) from continuing operations | $ | 61,347 | $ | (26,694 | ) | |||
Preferred Stock dividends | (3,984 | ) | (2,125 | ) | ||||
Allocation to noncontrolling interests | (3,488 | ) | (2,657 | ) | ||||
Income (loss) from continuing operations - attributable to common stockholders | 53,875 | (31,476 | ) | |||||
Discontinued operations | 70,541 | 17,956 | ||||||
Allocation to noncontrolling interests | (364 | ) | (131 | ) | ||||
Discontinued operations - net of noncontrolling interests | 70,177 | 17,825 | ||||||
Net income (loss) | 131,888 | (8,738 | ) | |||||
Preferred Stock dividends | (3,984 | ) | (2,125 | ) | ||||
Allocation to noncontrolling interests | (3,852 | ) | (2,788 | ) | ||||
Net income (loss) attributable to common stockholders | $ | 124,052 | $ | (13,651 | ) | |||
Denominators: | ||||||||
Weighted-average number of common shares outstanding - basic | 896,257 | 939,271 | ||||||
Effect of dilutive securities | 51,714 | — | ||||||
Weighted-average number of common shares outstanding - diluted | 947,971 | 939,271 | ||||||
Anti-dilutive Securities: | ||||||||
Effect of Preferred Units | 5,506 | 5,526 | ||||||
Effect of Common Units | 4,834 | 6,574 | ||||||
Effect of Stock Options | — | 3,077 | ||||||
Effect of Warrants | — | 50,387 | ||||||
10,340 | 65,564 | |||||||
STOCKBASED_COMPENSATION_PLANS_
STOCK-BASED COMPENSATION PLANS (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | |||||||||||
Summary of compensation expense related to stock-based compensation plans | ' | |||||||||||
Three Months Ended March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Stock options - Property management and other costs | $ | 2,205 | $ | 1,229 | ||||||||
Stock options - General and administrative | 4,697 | 2,000 | ||||||||||
Restricted stock - Property management and other costs | 421 | 426 | ||||||||||
Restricted stock - General and administrative | 276 | 1,977 | ||||||||||
Total | $ | 7,599 | $ | 5,632 | ||||||||
Summary of stock option activity | ' | |||||||||||
2014 | 2013 | |||||||||||
Weighted | Weighted | |||||||||||
Average | Average | |||||||||||
Exercise | Exercise | |||||||||||
Shares | Price | Shares | Price | |||||||||
Stock options Outstanding at January 1, | 21,565,281 | $ | 17.28 | 9,692,499 | $ | 13.59 | ||||||
Granted | 50,000 | 22.41 | 5,901,108 | 19.24 | ||||||||
Exercised | (26,652 | ) | 15.79 | (208,587 | ) | 14.19 | ||||||
Forfeited | (107,797 | ) | 18.78 | (70,811 | ) | 15.28 | ||||||
Expired | (8,102 | ) | 14.39 | (1,759 | ) | 14.17 | ||||||
Stock options Outstanding at March 31, | 21,472,730 | $ | 17.29 | 15,312,450 | $ | 15.75 |
ACCOUNTS_AND_NOTES_RECEIVABLE_1
ACCOUNTS AND NOTES RECEIVABLE, NET (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
ACCOUNTS AND NOTES RECEIVABLE, NET | ' | |||||||
Summary of significant components of Accounts and notes receivable, net | ' | |||||||
March 31, 2014 | December 31, 2013 | |||||||
Trade receivables | $ | 119,597 | $ | 123,522 | ||||
Notes receivable | 185,953 | 179,559 | ||||||
Straight-line rent receivable | 201,374 | 190,332 | ||||||
Other accounts receivable | 3,359 | 3,377 | ||||||
Total Accounts and notes receivable | 510,283 | 496,790 | ||||||
Provision for doubtful accounts | (17,565 | ) | (17,891 | ) | ||||
Total Accounts and notes receivable, net | $ | 492,718 | $ | 478,899 |
PREPAID_EXPENSES_AND_OTHER_ASS1
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
PREPAID EXPENSES AND OTHER ASSETS | ' | |||||||||||||||||||
Summary of significant components of Prepaid expenses and other assets | ' | |||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||
Gross Asset | Accumulated | Balance | Gross Asset | Accumulated | Balance | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
Intangible assets: | ||||||||||||||||||||
Above-market tenant leases, net | $ | 972,804 | $ | (471,982 | ) | $ | 500,822 | $ | 1,022,398 | $ | (478,998 | ) | $ | 543,400 | ||||||
Below-market ground leases, net | 164,017 | (14,679 | ) | 149,338 | 164,017 | (13,597 | ) | 150,420 | ||||||||||||
Real estate tax stabilization agreement, net | 111,506 | (21,412 | ) | 90,094 | 111,506 | (19,834 | ) | 91,672 | ||||||||||||
Total intangible assets | $ | 1,248,327 | $ | (508,073 | ) | $ | 740,254 | $ | 1,297,921 | $ | (512,429 | ) | $ | 785,492 | ||||||
Remaining Prepaid expenses and other assets: | ||||||||||||||||||||
Security and escrow deposits | 99,113 | 145,999 | ||||||||||||||||||
Prepaid expenses | 66,024 | 23,283 | ||||||||||||||||||
Other non-tenant receivables | 24,846 | 25,988 | ||||||||||||||||||
Deferred tax, net of valuation allowances | 906 | 906 | ||||||||||||||||||
Other | 11,676 | 13,901 | ||||||||||||||||||
Total remaining Prepaid expenses and other assets | 202,565 | 210,077 | ||||||||||||||||||
Total Prepaid expenses and other assets | $ | 942,819 | $ | 995,569 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||||||||||||||||
Summary of significant components of Accounts payable and accrued expenses | ' | |||||||||||||||||||
March 31, 2014 | December 31, 2013 | |||||||||||||||||||
Gross Liability | Accumulated | Balance | Gross Liability | Accumulated | Balance | |||||||||||||||
Accretion | Accretion | |||||||||||||||||||
Intangible liabilities: | ||||||||||||||||||||
Below-market tenant leases, net | $ | 585,969 | $ | (259,823 | ) | $ | 326,146 | $ | 622,710 | $ | (271,215 | ) | $ | 351,495 | ||||||
Above-market headquarters office leases, net | 15,267 | (5,564 | ) | 9,703 | 15,268 | (5,130 | ) | 10,138 | ||||||||||||
Above-market ground leases, net | 9,756 | (1,275 | ) | 8,481 | 9,756 | (1,181 | ) | 8,575 | ||||||||||||
Total intangible liabilities | $ | 610,992 | $ | (266,662 | ) | $ | 344,330 | $ | 647,734 | $ | (277,526 | ) | $ | 370,208 | ||||||
Remaining Accounts payable and accrued expenses: | ||||||||||||||||||||
Accrued interest | 75,128 | 80,409 | ||||||||||||||||||
Accounts payable and accrued expenses | 107,595 | 98,986 | ||||||||||||||||||
Accrued real estate taxes | 87,068 | 92,663 | ||||||||||||||||||
Deferred gains/income | 99,102 | 115,354 | ||||||||||||||||||
Accrued payroll and other employee liabilities | 31,919 | 34,006 | ||||||||||||||||||
Construction payable | 63,216 | 103,988 | ||||||||||||||||||
Tenant and other deposits | 20,948 | 21,434 | ||||||||||||||||||
Insurance reserve liability | 17,373 | 16,643 | ||||||||||||||||||
Capital lease obligations | 12,549 | 12,703 | ||||||||||||||||||
Conditional asset retirement obligation liability | 10,296 | 10,424 | ||||||||||||||||||
Uncertain tax position liability | 5,577 | 5,536 | ||||||||||||||||||
Other | 18,156 | 27,013 | ||||||||||||||||||
Total remaining Accounts payable and accrued expenses | 548,927 | 619,159 | ||||||||||||||||||
Total Accounts payable and accrued expenses | $ | 893,257 | $ | 989,367 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||
Summary of contractual rental expense | ' | |||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
(Dollars in thousands) | ||||||||
Contractual rent expense, including participation rent | $ | 3,282 | $ | 3,301 | ||||
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | 2,123 | 2,075 | ||||||
ORGANIZATION_Details
ORGANIZATION (Details) | 3 Months Ended |
Mar. 31, 2014 | |
ORGANIZATION | ' |
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 in portfolio | 120 |
Western region of the United States | Strip/other retail centers | ' |
Real estate properties | ' |
Number of real estate properties in portfolio | 12 |
Columbia, Maryland | Stand-alone office buildings | ' |
Real estate properties | ' |
Number of real estate properties in portfolio | 6 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Minimum | Buildings and improvements | ' |
Properties | ' |
Estimated useful lives | '10 years |
Minimum | Equipment and fixtures | ' |
Properties | ' |
Estimated useful lives | '3 years |
Minimum | Properties | ' |
Properties | ' |
Estimated useful lives | '10 years |
Maximum | Buildings and improvements | ' |
Properties | ' |
Estimated useful lives | '45 years |
Maximum | Equipment and fixtures | ' |
Properties | ' |
Estimated useful lives | '20 years |
Maximum | Properties | ' |
Properties | ' |
Estimated useful lives | '45 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Acquisitions of operating properties | ' | ' | ' |
Gross Asset | $1,248,327 | ' | $1,297,921 |
Accumulated Amortization | -508,073 | ' | -512,429 |
Net Carrying Amount | 740,254 | ' | 785,492 |
Amortization/accretion effect on continuing operations | -52,741 | -68,923 | ' |
Future amortization/accretion of intangibles | ' | ' | ' |
2014 Remaining | 130,028 | ' | ' |
2015 | 144,670 | ' | ' |
2016 | 112,647 | ' | ' |
2017 | 84,669 | ' | ' |
2018 | 55,668 | ' | ' |
Tenant leases, In-place value | ' | ' | ' |
Acquisitions of operating properties | ' | ' | ' |
Gross Asset | 721,265 | ' | 797,311 |
Accumulated Amortization | -377,673 | ' | -420,370 |
Net Carrying Amount | $343,592 | ' | $376,941 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Management Fees and Other Corporate Revenues | ' | ' |
Percentage of revenue earned from joint venture reported as management fees | 100.00% | ' |
Management fees from affiliates | $16,687,000 | $15,858,000 |
Management fee expense | -6,690,000 | -5,971,000 |
Net management fees from affiliates | 9,997,000 | 9,887,000 |
Gain on debt extinguishment | ' | -9,319,000 |
Provision for impairment from Equity in income of Unconsolidated Real Estate Affiliates | 0 | 0 |
Continuing operations | ' | ' |
Management Fees and Other Corporate Revenues | ' | ' |
Impairment charges | 0 | 0 |
Discontinuing operations | ' | ' |
Management Fees and Other Corporate Revenues | ' | ' |
Impairment charges | 0 | ' |
Gain on debt extinguishment | 66,680,000 | 25,894,000 |
Number of impaired operating properties | ' | 2 |
Discontinuing operations | Property transferred to a special servicer | ' | ' |
Management Fees and Other Corporate Revenues | ' | ' |
Impairment charges | ' | 5,000,000 |
Gain on debt extinguishment | $66,700,000 | $25,900,000 |
DISCONTINUED_OPERATIONS_AND_GA2
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
property | ||
sqft | ||
Discontinued operations | ' | ' |
Debt on the property paid down with proceeds from sale | ' | $121,200,000 |
Number of properties sold | ' | 2 |
Area of real estate property sold | ' | 2,000,000 |
Total revenues | 631,921,000 | 626,719,000 |
Total expenses | 406,071,000 | 428,810,000 |
Operating income | 225,850,000 | 197,909,000 |
Gain on debt extinguishment | ' | -9,319,000 |
Discontinued operations, net | 70,541,000 | 17,956,000 |
Discontinuing operations | ' | ' |
Discontinued operations | ' | ' |
Retail and other revenue | 1,014,000 | 12,285,000 |
Total revenues | 1,014,000 | 12,285,000 |
Retail and other operating expenses | 883,000 | 9,980,000 |
Provision for impairment | ' | 4,975,000 |
Total expenses | 883,000 | 14,955,000 |
Operating income | 131,000 | -2,670,000 |
Interest expense, net | -963,000 | -4,944,000 |
Gains (losses) on dispositions | 4,693,000 | -324,000 |
Net income (loss) from operations | 3,861,000 | -7,938,000 |
Gain on debt extinguishment | 66,680,000 | 25,894,000 |
Discontinued operations, net | 70,541,000 | 17,956,000 |
Property transferred to a special servicer | Discontinuing operations | ' | ' |
Discontinued operations | ' | ' |
Number of properties previously transferred to a special servicer | 1 | 1 |
Debt on the property paid down with proceeds from sale | 79,000,000 | ' |
Gain on debt extinguishment | $66,700,000 | $25,900,000 |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Carrying Amount | ' | ' |
Fixed-rate debt | $13,968,441,000 | $13,919,820,000 |
Variable-rate debt | 2,032,617,000 | 1,752,617,000 |
Total mortgages, notes and loans payable | 16,001,058,000 | 15,672,437,000 |
Estimated Fair Value | ' | ' |
Fixed-rate debt | 14,320,908,000 | 13,957,952,000 |
Variable-rate debt | 2,065,997,000 | 1,787,139,000 |
Total long-term debt, fair value | 16,386,905,000 | 15,745,091,000 |
Variable rate basis | 'LIBOR | ' |
Market rate adjustments | $15,900,000 | $900,000 |
UNCONSOLIDATED_REAL_ESTATE_AFF2
UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Assets: | ' | ' | ' | ' |
Land | $4,318,264 | $4,320,597 | ' | ' |
Buildings and equipment | 18,245,002 | 18,270,748 | ' | ' |
Less accumulated depreciation | -1,967,452 | -1,884,861 | ' | ' |
Construction in progress | 424,032 | 406,930 | ' | ' |
Net property and equipment | 21,019,846 | 21,113,414 | ' | ' |
Cash and cash equivalents | 403,129 | 577,271 | 564,808 | 624,815 |
Accounts and notes receivable, net | 492,718 | 478,899 | ' | ' |
Deferred expenses, net | 187,211 | 189,452 | ' | ' |
Prepaid expenses and other assets | 942,819 | 995,569 | ' | ' |
Total assets | 25,448,516 | 25,762,303 | ' | ' |
Liabilities and Owners' Equity: | ' | ' | ' | ' |
Total liabilities and equity | 25,448,516 | 25,762,303 | ' | ' |
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ' | ' | ' | ' |
Owners' equity | -7,616,424 | -8,185,263 | -8,751,584 | -7,705,020 |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | 2,402,793 | 2,407,698 | ' | ' |
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | 2,402,793 | 2,407,698 | ' | ' |
Unconsolidated | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' |
Land | 1,049,288 | 1,046,354 | ' | ' |
Buildings and equipment | 8,700,195 | 8,670,976 | ' | ' |
Less accumulated depreciation | -2,366,080 | -2,301,054 | ' | ' |
Construction in progress | 35,681 | 46,339 | ' | ' |
Net property and equipment | 7,419,084 | 7,462,615 | ' | ' |
Cash and cash equivalents | 245,802 | 260,405 | ' | ' |
Accounts and notes receivable, net | 171,224 | 187,533 | ' | ' |
Deferred expenses, net | 260,842 | 254,949 | ' | ' |
Prepaid expenses and other assets | 157,457 | 147,182 | ' | ' |
Total assets | 8,254,409 | 8,312,684 | ' | ' |
Liabilities and Owners' Equity: | ' | ' | ' | ' |
Mortgages, notes and loans payable | 6,504,521 | 6,503,686 | ' | ' |
Accounts payable, accrued expenses and other liabilities | 309,958 | 324,620 | ' | ' |
Cumulative effect of foreign currency translation ("CFCT") | -19,579 | -22,896 | ' | ' |
Owners' equity, excluding CFCT | 1,459,509 | 1,507,274 | ' | ' |
Total liabilities and equity | 8,254,409 | 8,312,684 | ' | ' |
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ' | ' | ' | ' |
Owners' equity | 1,439,930 | 1,484,378 | ' | ' |
Less: joint venture partners' equity | -737,003 | -760,804 | ' | ' |
Plus: excess investment/basis differences | 1,681,974 | 1,666,719 | ' | ' |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | 2,384,901 | 2,390,293 | ' | ' |
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates | 2,402,793 | 2,407,698 | ' | ' |
Liability - Investment in Unconsolidated Real Estate Affiliates | -17,892 | -17,405 | ' | ' |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | $2,384,901 | $2,390,293 | ' | ' |
UNCONSOLIDATED_REAL_ESTATE_AFF3
UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Minimum rents | $397,208 | $395,701 |
Tenant recoveries | 182,523 | 184,732 |
Overage rents | 9,829 | 11,349 |
Other | 25,674 | 19,006 |
Total revenues | 631,921 | 626,719 |
Expenses: | ' | ' |
Real estate taxes | 57,771 | 67,579 |
Property maintenance costs | 22,042 | 23,020 |
Marketing | 5,815 | 6,516 |
Other property operating costs | 87,175 | 86,063 |
Provision for doubtful accounts | 2,229 | 1,765 |
Property management and other costs | 44,979 | 40,339 |
General and administrative | 11,599 | 10,933 |
Depreciation and amortization | 174,461 | 192,595 |
Total expenses | 406,071 | 428,810 |
Operating income | 225,850 | 197,909 |
Interest income | 6,291 | 590 |
Interest expense | -179,441 | -191,829 |
Provision for income taxes | -3,692 | -141 |
Income (loss) from continuing operations | 61,347 | -26,694 |
Allocation to noncontrolling interests | -3,852 | -2,788 |
Net income (loss) attributable to common stockholders | 124,052 | -13,651 |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Net income attributable to the venture | 124,052 | -13,651 |
Equity in income of Unconsolidated Real Estate Affiliates | 7,157 | 13,194 |
Regional Malls | United States | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Number of real estate properties in portfolio | 120 | ' |
Unconsolidated Real Estate Affiliates | ' | ' |
Revenues: | ' | ' |
Minimum rents | 185,808 | 180,686 |
Tenant recoveries | 87,462 | 76,129 |
Overage rents | 4,855 | 4,909 |
Other | 11,735 | 6,890 |
Total revenues | 289,860 | 268,614 |
Expenses: | ' | ' |
Real estate taxes | 27,683 | 25,515 |
Property maintenance costs | 11,702 | 8,623 |
Marketing | 3,567 | 3,141 |
Other property operating costs | 41,938 | 35,943 |
Provision for doubtful accounts | 815 | 1,421 |
Property management and other costs | 14,203 | 12,438 |
General and administrative | 483 | 580 |
Depreciation and amortization | 75,705 | 65,184 |
Total expenses | 176,096 | 152,845 |
Operating income | 113,764 | 115,769 |
Interest income | 1,547 | 255 |
Interest expense | -72,872 | -65,790 |
Provision for income taxes | -188 | -156 |
Income (loss) from continuing operations | 42,251 | 50,078 |
Net income from disposed investment | ' | 11,791 |
Allocation to noncontrolling interests | -4 | 41 |
Net income (loss) attributable to common stockholders | 42,247 | 61,910 |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Net income attributable to the venture | 42,247 | 61,910 |
Joint venture partners' share of income | -24,217 | -34,659 |
Amortization of capital or basis differences | -10,873 | -14,057 |
Equity in income of Unconsolidated Real Estate Affiliates | $7,157 | $13,194 |
Unconsolidated Real Estate Affiliates | United States | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Number of joint ventures in which the entity holds interest | 20 | ' |
Unconsolidated Real Estate Affiliates | Brazil | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Number of joint ventures in which the entity holds interest | 1 | ' |
Unconsolidated Real Estate Affiliates | Regional Malls | United States | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Number of real estate properties in portfolio | 31 | ' |
Unconsolidated Real Estate Affiliates | Strip/other retail centers | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' |
Number of real estate properties in portfolio | 5 | ' |
UNCONSOLIDATED_REAL_ESTATE_AFF4
UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) (Unconsolidated, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
property | property | |
Unconsolidated | ' | ' |
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ' | ' |
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt | $3,200,000,000 | $3,200,000,000 |
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates | $90,200,000 | $90,600,000 |
Number of unconsolidated properties with retained debt | 1 | 1 |
MORTGAGES_NOTES_AND_LOANS_PAYA2
MORTGAGES, NOTES AND LOANS PAYABLE (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2006 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
GGP Capital Trust I | GGP Capital Trust I | Revolving credit facility | Revolving credit facility | Collateralized mortgages, notes and loans payable | Collateralized mortgages, notes and loans payable | Collateralized mortgages, notes and loans payable | Corporate and other unsecured loans | Corporate and other unsecured loans | Junior Subordinated Notes due 2041 | Junior Subordinated Notes due 2041 | Prior loans | New Loan | Unsecured fixed-rate debt | Unsecured fixed-rate debt | HHC Note | HHC Note | Revolving credit facility, (the "Facility") | Revolving credit facility, (the "Facility") | Revolving credit facility, (the "Facility") | |||
item | Cross-collateralized | Minimum | Maximum | |||||||||||||||||||
Mortgages, notes and loans payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed-rate debt | $13,968,441,000 | $13,919,820,000 | ' | ' | ' | ' | $13,957,173,000 | $13,907,029,000 | $102,100,000 | $11,268,000 | $12,791,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable-rate debt | 2,032,617,000 | 1,752,617,000 | ' | ' | 331,800,000 | 51,800,000 | 1,700,817,000 | 1,700,817,000 | 1,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total mortgages, notes and loans payable | 16,001,058,000 | 15,672,437,000 | ' | ' | ' | ' | 15,700,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | ' | 331,800,000 | 51,800,000 | ' | ' | ' | ' | ' | 206,200,000 | 206,200,000 | ' | ' | 343,395,000 | 64,979,000 | 11,595,000 | 13,179,000 | ' | ' | ' |
Weighted-average fixed interest rate (as a percent) | 4.54% | 4.55% | ' | ' | ' | ' | 4.54% | 4.55% | ' | 4.41% | 4.41% | ' | ' | ' | ' | 1.82% | 2.28% | ' | ' | ' | ' | ' |
Weighted-average variable interest rate (as a percent) | 2.46% | 2.59% | ' | ' | 1.73% | 1.74% | 2.60% | 2.61% | ' | ' | ' | 1.69% | 1.69% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market rate adjustment excluded from corporate and other unsecured loans | 15,900,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 400,000 | ' | ' | ' | ' | ' |
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral | ' | ' | ' | ' | ' | ' | 20,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured debt, cross-collateralized with other properties | ' | ' | ' | ' | ' | ' | 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of recourse fixed and variable rate debt | ' | ' | ' | ' | ' | ' | 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of mortgage notes refinanced | ' | ' | ' | ' | ' | ' | 685,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties with mortgage notes refinanced | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from mortgage loans refinanced | ' | ' | ' | ' | ' | ' | 158,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term to maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 10 months 24 days | '8 years 6 months | ' | ' | ' | ' | ' | ' | ' |
Weighted average, interest rate (as percent) | 4.27% | 4.33% | ' | ' | 1.73% | 1.74% | ' | ' | ' | ' | ' | ' | ' | 4.70% | 4.40% | ' | ' | 4.41% | 4.41% | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | 'LIBOR | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' |
Basis spread on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.33% | 1.95% |
Issuance of trust preferred securities | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common securities issued to GGLP | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of Junior Subordinated Notes | ' | ' | ' | 206,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trust Preferred Securities, basis spread on variable rate | ' | ' | 1.45% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letter of credit and surety bonds | $21,000,000 | $19,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) | 3 Months Ended |
Mar. 31, 2014 | |
INCOME TAXES | ' |
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 |
WARRANTS_Details
WARRANTS (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Dec. 13, 2013 | Oct. 15, 2013 | Jul. 16, 2013 | Apr. 16, 2013 | |
warrant | warrant | warrant | warrant | warrant | |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Issuable Shares | 120,000,000 | 85,084,392 | 84,507,750 | 83,945,892 | 83,443,178 |
Exercise price (in dollars per share) | $10.63 | ' | ' | ' | ' |
Term of Warrants, in number of years from the effective date | '7 years | ' | ' | ' | ' |
Brookfield | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Number of Warrants | 57,500,000 | ' | ' | ' | ' |
Issuable Shares | 49,000,000 | ' | ' | ' | ' |
Exercise price (in dollars per share) | $10.75 | ' | ' | ' | ' |
Exercise price of remaining warrants (in dollars per share) | $9.29 | ' | ' | ' | ' |
Blackstone. | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Number of Warrants | 2,500,000 | ' | ' | ' | ' |
Number of Warrants | 2,500,000 | ' | ' | ' | ' |
Exercise price (in dollars per share) | $10.75 | ' | ' | ' | ' |
Exercise price (in dollars per share) | $10.50 | ' | ' | ' | ' |
Fairholme | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Number of Warrants | 41,070,000 | ' | ' | ' | ' |
Exercise price (in dollars per share) | $10.50 | ' | ' | ' | ' |
Initial period of term of Warrants in number of years during which prior notice is to be given | '6 years 6 months | ' | ' | ' | ' |
Notice period to exercise permanent warrants | '90 days | ' | ' | ' | ' |
Pershing Square | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Number of Warrants | 16,430,000 | ' | ' | ' | ' |
Exercise price (in dollars per share) | $10.50 | ' | ' | ' | ' |
Initial period of term of Warrants in number of years during which prior notice is to be given | '6 years 6 months | ' | ' | ' | ' |
Notice period to exercise permanent warrants | '90 days | ' | ' | ' | ' |
The Brookfield Investor and Blackstone | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | 9.34 | 9.41 | 9.47 | 9.53 |
Fairholme, Pershing Square and Blackstone | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | 9.12 | 9.19 | 9.25 | 9.3 |
WARRANTS_Details_2
WARRANTS (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | ||||||
Mar. 28, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 13, 2013 | Oct. 15, 2013 | Jul. 16, 2013 | Apr. 16, 2013 | |
warrant | warrant | warrant | warrant | warrant | ||||
WARRANT LIABILITY | ' | ' | ' | ' | ' | ' | ' | ' |
Issuable Shares | ' | ' | 120,000,000 | ' | 85,084,392 | 84,507,750 | 83,945,892 | 83,443,178 |
Fair Value of Warrant Liability | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification to equity | ' | ($895,513,000) | ' | ' | ' | ' | ' | ' |
Estimated fair value of Warrants and significant assumptions used in valuation | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of Warrants | 895,513,000 | ' | ' | ' | ' | ' | ' | ' |
Observable Inputs | ' | ' | ' | ' | ' | ' | ' | ' |
GGP stock price per share | $19.88 | ' | ' | $22 | ' | ' | ' | ' |
Warrant term | '4 years 7 months 13 days | ' | ' | ' | ' | ' | ' | ' |
Unobservable Inputs | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | 30.00% | ' | ' | ' | ' | ' | ' | ' |
Discount for lack of marketability (as a percent) | 3.00% | ' | ' | ' | ' | ' | ' | ' |
The Brookfield Investor | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANT LIABILITY | ' | ' | ' | ' | ' | ' | ' | ' |
Issuable Shares | ' | ' | 49,000,000 | ' | ' | ' | ' | ' |
Warrant options | ' | ' | 57,500,000 | ' | ' | ' | ' | ' |
Warrant option exercise price | ' | ' | 618,000,000 | ' | ' | ' | ' | ' |
Common stock shares issued in warrant settlement transaction | ' | ' | 66,000,000 | ' | ' | ' | ' | ' |
Remaining outstanding warrants | ' | ' | 16,430,000 | ' | ' | ' | ' | ' |
Minimum | ' | ' | ' | ' | ' | ' | ' | ' |
Unobservable Inputs | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | 15.00% | ' | ' | ' | ' | ' | ' | ' |
Discount for lack of marketability (as a percent) | 3.00% | ' | ' | ' | ' | ' | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' | ' | ' |
Unobservable Inputs | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | 65.00% | ' | ' | ' | ' | ' | ' | ' |
Discount for lack of marketability (as a percent) | 7.00% | ' | ' | ' | ' | ' | ' | ' |
Fair Value Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value of Warrant Liability | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | 1,488,196,000 | ' | ' | ' | ' | ' | ' |
Warrant liability adjustment | ' | 40,546,000 | ' | ' | ' | ' | ' | ' |
Purchase of warrants by GGPLP | ' | -633,229,000 | ' | ' | ' | ' | ' | ' |
Reclassification to equity | ' | ($895,513,000) | ' | ' | ' | ' | ' | ' |
EQUITY_AND_REDEEMABLE_NONCONTR2
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||
Feb. 26, 2014 | Oct. 28, 2013 | Jul. 29, 2013 | 10-May-13 | Mar. 04, 2013 | Feb. 04, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 28, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 13, 2013 | Mar. 31, 2014 | |
Series B | Series B | Series D | Series E | 6.375% series A cumulative redeemable perpetual preferred stock | 6.375% series A cumulative redeemable perpetual preferred stock | |||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated payments for repurchase of redeemable noncontrolling interest | ' | ' | ' | ' | ' | ' | $139,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio for convertible common units to common stock | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to Noncontrolling Interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to preferred Operating Partnership units | ' | ' | ' | ' | ' | ' | -2,232,000 | -2,336,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | ' | ' | ' | ' | ' | ' | -664,000 | 85,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | ' | ' | ' | ' | ' | ' | -956,000 | -537,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to noncontrolling interests | ' | ' | ' | ' | ' | ' | -3,852,000 | -2,788,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive loss allocation to noncontrolling interests | ' | ' | ' | ' | ' | ' | -16,000 | -53,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive (income) loss allocated to noncontrolling interests | ' | ' | ' | ' | ' | ' | -3,868,000 | -2,841,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unit Conversions Disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Common Units for each Preferred unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 1.50821 | 1.29836 | ' | ' |
Number of Contractual Convertible Preferred Units Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,279,632 | ' | 532,750 | 502,658 | ' | ' |
Converted Basis to Common Units Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,991,540 | ' | 803,499 | 652,631 | ' | ' |
Conversion Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.67 | ' | $33.15 | $38.51 | ' | ' |
Redemption Value | ' | ' | ' | ' | ' | ' | 139,584,000 | ' | ' | ' | 87,814,000 | ' | 26,637,000 | 25,133,000 | ' | ' |
GGP stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | $22 | $19.88 | ' | $22 | ' | ' | ' | ' |
Activity of redeemable noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | ' | ' | ' | 228,902,000 | 268,219,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | 664,000 | -85,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | ' | ' | ' | ' | ' | ' | -725,000 | -732,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption of operating partnership units | ' | ' | ' | ' | ' | ' | ' | -3,328,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income (loss) | ' | ' | ' | ' | ' | ' | 15,000 | 53,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value adjustment for noncontrolling interests in Operating Partnership | ' | ' | ' | ' | ' | ' | 17,079,000 | -427,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the end of the period | ' | ' | ' | ' | ' | ' | 245,935,000 | 263,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared per share (in dollars per share) | $0.15 | $0.14 | $0.13 | $0.12 | ' | $0.12 | $0.15 | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued due to DRIP elections for dividends declared | ' | ' | ' | ' | ' | ' | 6,254 | 7,178 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business days preceding the record date of dividend for enrolling in DRIP | ' | ' | ' | ' | ' | ' | '4 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 | ' |
Number of preferred shares redeemed through public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Preferred shares dividend (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.38% | ' |
Net proceeds from preferred shares issued after issuance costs | ' | ' | ' | ' | ' | ' | ' | $242,042,000 | ' | ' | ' | ' | ' | ' | $242,000,000 | ' |
Redemption price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 |
Conversion of preferred share per common share issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.4679 |
Preferred Stock dividends declared (in dollars per share) | $0.40 | $0.40 | $0.40 | $0.40 | $0.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 26, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
GGPLP | GGPLP | GGPLP | ||||
Numerators - Basic and Diluted: | ' | ' | ' | ' | ' | ' |
Income (loss) from continuing operations | $61,347 | ($26,694) | ' | ' | ' | ' |
Preferred Stock dividends | -3,984 | -2,125 | ' | ' | ' | ' |
Allocation to noncontrolling interests | -3,488 | -2,657 | ' | ' | ' | ' |
Income (loss) from continuing operations - attributable to common stockholders | 53,875 | -31,476 | ' | ' | ' | ' |
(Loss) income from discontinued operations | 70,541 | 17,956 | ' | ' | ' | ' |
Allocation to noncontrolling interests | -364 | -131 | ' | ' | ' | ' |
Discontinued operations - net of noncontrolling interest | 70,177 | 17,825 | ' | ' | ' | ' |
Net income (loss) | 131,888 | -8,738 | ' | ' | ' | ' |
Preferred stock dividends | -3,984 | -2,125 | ' | ' | ' | ' |
Allocation to noncontrolling interests | -3,852 | -2,788 | ' | ' | ' | ' |
Net income (loss) attributable to common stockholders | 124,052 | -13,651 | ' | ' | ' | ' |
Denominators: | ' | ' | ' | ' | ' | ' |
Weighted average number of common shares outstanding - basic | 896,257,000 | 939,271,000 | ' | ' | ' | ' |
Effect of dilutive securities | 51,714,000 | ' | ' | ' | ' | ' |
Weighted average number of common shares outstanding - diluted | 947,971,000 | 939,271,000 | ' | ' | ' | ' |
Treasury stock purchases, shares | 27,624,282 | ' | ' | ' | 27,624,282 | 28,345,108 |
Treasury shares, value | $555,801 | ' | ' | ' | $555,800 | $566,900 |
Purchase and subsequent exercise of warrants | ' | ' | ' | 27,459,195 | ' | ' |
Shares owned | ' | ' | ' | ' | 83,428,585 | ' |
Treasury stock (in shares) | 55,969,390 | ' | 28,345,108 | ' | 55,969,390 | ' |
EARNINGS_PER_SHARE_Details_2
EARNINGS PER SHARE (Details 2) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Effect of anti-dilutive Securities | ' | ' |
Anti-dilutive securities (in shares) | 10,340 | 65,564 |
Preferred Units | ' | ' |
Effect of anti-dilutive Securities | ' | ' |
Anti-dilutive securities (in shares) | 5,506 | 5,526 |
Common Units | ' | ' |
Effect of anti-dilutive Securities | ' | ' |
Anti-dilutive securities (in shares) | 4,834 | 6,574 |
Stock Options | ' | ' |
Effect of anti-dilutive Securities | ' | ' |
Anti-dilutive securities (in shares) | ' | 3,077 |
Warrant | ' | ' |
Effect of anti-dilutive Securities | ' | ' |
Anti-dilutive securities (in shares) | ' | 50,387 |
STOCKBASED_COMPENSATION_PLANS_1
STOCK-BASED COMPENSATION PLANS (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Stock-Based Compensation Plans | ' |
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis | 4.00% |
Maximum number of shares that can be granted to participant | 4,000,000 |
Stock options | Maximum | Certain employees | ' |
Stock-Based Compensation Plans | ' |
Term of awards | '10 years |
STOCKBASED_COMPENSATION_PLANS_2
STOCK-BASED COMPENSATION PLANS (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Stock-Based Compensation Plans | ' | ' |
Compensation expense | $7,599 | $5,632 |
Stock options | Property management and other costs | ' | ' |
Stock-Based Compensation Plans | ' | ' |
Compensation expense | 2,205 | 1,229 |
Stock options | General and administrative | ' | ' |
Stock-Based Compensation Plans | ' | ' |
Compensation expense | 4,697 | 2,000 |
Restricted Stock | Property management and other costs | ' | ' |
Stock-Based Compensation Plans | ' | ' |
Compensation expense | 421 | 426 |
Restricted Stock | General and administrative | ' | ' |
Stock-Based Compensation Plans | ' | ' |
Compensation expense | $276 | $1,977 |
STOCKBASED_COMPENSATION_PLANS_3
STOCK-BASED COMPENSATION PLANS (Details 3) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Shares | ' | ' |
Exercised (in shares) | -26,652 | -213,534 |
Stock options | ' | ' |
Shares | ' | ' |
Stock options Outstanding at the beginning of the period (in shares) | 21,565,281 | 9,692,499 |
Granted (in shares) | 50,000 | 5,901,108 |
Exercised (in shares) | -26,652 | -208,587 |
Forfeited (in shares) | -107,797 | -70,811 |
Expired (in shares) | -8,102 | -1,759 |
Stock options Outstanding at the end of the period (in shares) | 21,472,730 | 15,312,450 |
Weighted Average Exercise Price | ' | ' |
Stock options Outstanding at the beginning of the period (in dollars per share) | 17.28 | 13.59 |
Granted (in dollars per share) | 22.41 | 19.24 |
Exercised (in dollars per share) | 15.79 | 14.19 |
Forfeited (in dollars per share) | 18.78 | 15.28 |
Expired (in dollars per share) | 14.39 | 14.17 |
Stock options Outstanding at the end of the period (in dollars per share) | 17.29 | 15.75 |
ACCOUNTS_AND_NOTES_RECEIVABLE_2
ACCOUNTS AND NOTES RECEIVABLE, NET (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Unconsolidated | Unconsolidated | Aliansce | ||
Unconsolidated | |||||
ACCOUNTS AND NOTES RECEIVABLE, NET | ' | ' | ' | ' | ' |
Trade receivables | $119,597 | $123,522 | ' | ' | ' |
Note receivable | 185,953 | 179,559 | ' | ' | 152,100 |
Straight-line rent receivable | 201,374 | 190,332 | ' | ' | ' |
Other accounts receivable | 3,359 | 3,377 | ' | ' | ' |
Total Accounts and notes receivable | 510,283 | 496,790 | ' | ' | ' |
Provision for accounts receivable | -17,565 | -17,891 | ' | ' | ' |
Total Accounts and notes receivable, net | $492,718 | $478,899 | $171,224 | $187,533 | ' |
Effective interest rate (as a percent) | ' | ' | ' | ' | 14.00% |
Term of note | ' | ' | ' | ' | '5 years |
PREPAID_EXPENSES_AND_OTHER_ASS2
PREPAID EXPENSES AND OTHER ASSETS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible assets: | ' | ' |
Gross Asset | $1,248,327 | $1,297,921 |
Accumulated Amortization | -508,073 | -512,429 |
Net Carrying Amount | 740,254 | 785,492 |
Remaining prepaid expenses and other assets: | ' | ' |
Security and escrow deposits | 99,113 | 145,999 |
Prepaid expenses | 66,024 | 23,283 |
Other non-tenant receivables | 24,846 | 25,988 |
Deferred tax, net of valuation allowances | 906 | 906 |
Other | 11,676 | 13,901 |
Total remaining Prepaid expenses and other assets | 202,565 | 210,077 |
Total Prepaid expenses and other assets | 942,819 | 995,569 |
Above-market tenant leases, net | ' | ' |
Intangible assets: | ' | ' |
Gross Asset | 972,804 | 1,022,398 |
Accumulated Amortization | -471,982 | -478,998 |
Net Carrying Amount | 500,822 | 543,400 |
Below-market ground leases, net | ' | ' |
Intangible assets: | ' | ' |
Gross Asset | 164,017 | 164,017 |
Accumulated Amortization | -14,679 | -13,597 |
Net Carrying Amount | 149,338 | 150,420 |
Real estate tax stabilization agreement, net | ' | ' |
Intangible assets: | ' | ' |
Gross Asset | 111,506 | 111,506 |
Accumulated Amortization | -21,412 | -19,834 |
Net Carrying Amount | $90,094 | $91,672 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible liabilities: | ' | ' |
Gross Liability | $610,992 | $647,734 |
Accumulated Accretion | -266,662 | -277,526 |
Balance | 344,330 | 370,208 |
Remaining Accounts payable and accrued expenses: | ' | ' |
Accrued interest | 75,128 | 80,409 |
Accounts payable and accrued expenses | 107,595 | 98,986 |
Accrued real estate taxes | 87,068 | 92,663 |
Deferred gains/income | 99,102 | 115,354 |
Accrued payroll and other employee liabilities | 31,919 | 34,006 |
Construction payable | 63,216 | 103,988 |
Tenant and other deposits | 20,948 | 21,434 |
Insurance reserve liability | 17,373 | 16,643 |
Capital lease obligation | 12,549 | 12,703 |
Conditional asset retirement obligation liability | 10,296 | 10,424 |
Uncertain tax position liability | 5,577 | 5,536 |
Other | 18,156 | 27,013 |
Total remaining Accounts payable and accrued expenses | 548,927 | 619,159 |
Total Accounts payable and accrued expenses | 893,257 | 989,367 |
Below-market tenant leases, net | ' | ' |
Intangible liabilities: | ' | ' |
Gross Liability | 585,969 | 622,710 |
Accumulated Accretion | -259,823 | -271,215 |
Balance | 326,146 | 351,495 |
Above-market office lessee leases, net | ' | ' |
Intangible liabilities: | ' | ' |
Gross Liability | 15,267 | 15,268 |
Accumulated Accretion | -5,564 | -5,130 |
Balance | 9,703 | 10,138 |
Above-market ground leases, net | ' | ' |
Intangible liabilities: | ' | ' |
Gross Liability | 9,756 | 9,756 |
Accumulated Accretion | -1,275 | -1,181 |
Balance | $8,481 | $8,575 |
LITIGATION_Details
LITIGATION (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
item | ||
Tax Indemnification Liability | ' | ' |
Number of taxpayers under audit | 2 | ' |
Tax indemnification liability | $303,586,000 | $303,586,000 |
Accrued interest related to tax indemnification liability | 21,600,000 | 21,600,000 |
Management's best estimate of aggregate liability | 325,200,000 | ' |
Urban Litigation | ' | ' |
Litigation | ' | ' |
Loss accrual | 0 | ' |
Range of loss | 0 | ' |
HHC | ' | ' |
Tax Indemnification Liability | ' | ' |
Successor indemnified percentage of losses of HHC and its subsidiaries | 93.75% | ' |
Maximum amount indemnified, solely to the extent directly attributable to MPC Taxes | $303,800,000 | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Commitments and contingencies | ' | ' |
Contractual rent expense, including participation rent | $3,282 | $3,301 |
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | $2,123 | $2,075 |