Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 24, 2015 | Jun. 30, 2014 |
Document and Entity Information | |||
Entity Registrant Name | Howard Hughes Corp | ||
Entity Central Index Key | 1498828 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $6.30 | ||
Entity Common Stock, Shares Outstanding | 39,638,094 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS-K (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investment in real estate: | ||
Master Planned Community assets | $1,641,063 | $1,537,758 |
Land | 317,211 | 244,041 |
Buildings and equipment | 1,243,979 | 754,878 |
Less: accumulated depreciation | -157,182 | -111,728 |
Developments | 914,303 | 488,156 |
Net property and equipment | 3,959,374 | 2,913,105 |
Investment in Real Estate Affiliates | 53,686 | 61,021 |
Net investment in real estate | 4,013,060 | 2,974,126 |
Cash and cash equivalents | 560,451 | 894,948 |
Accounts receivable, net | 28,190 | 21,409 |
Municipal Utility District receivables, net | 104,394 | 125,830 |
Notes receivable, net | 28,630 | 20,554 |
Tax indemnity receivable, including interest | 320,494 | |
Deferred expenses, net | 75,070 | 36,567 |
Prepaid expenses and other assets, net | 310,136 | 173,940 |
Total assets | 5,119,931 | 4,567,868 |
Liabilities: | ||
Mortgages, notes and loans payable | 1,993,470 | 1,514,623 |
Deferred tax liabilities | 62,205 | 89,365 |
Warrant liabilities | 366,080 | 305,560 |
Uncertain tax position liability | 4,653 | 129,183 |
Accounts payable and accrued expenses | 466,017 | 283,991 |
Total liabilities | 2,892,425 | 2,322,722 |
Commitments and Contingencies (see Note 10) | ||
Equity: | ||
Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued | ||
Common stock: .01 par value; 150,000,000 shares authorized, 39,638,094 shares issued and outstanding as of December 31, 2014 and 39,576,344 shares issued and outstanding as of December 31, 2013 | 396 | 396 |
Additional paid-in capital | 2,838,013 | 2,829,813 |
Accumulated deficit | -606,934 | -583,403 |
Accumulated other comprehensive loss | -7,712 | -8,222 |
Total stockholders' equity | 2,223,763 | 2,238,584 |
Noncontrolling interests | 3,743 | 6,562 |
Total equity | 2,227,506 | 2,245,146 |
Total liabilities and equity | $5,119,931 | $4,567,868 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)-K (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 39,638,094 | 39,576,344 |
Common stock, shares outstanding | 39,638,094 | 39,576,344 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-K (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Master Planned Community land sales | $325,099 | $251,217 | $182,643 |
Builder price participation | 20,908 | 9,356 | 5,747 |
Minimum rents | 97,234 | 81,668 | 82,621 |
Tenant recoveries | 28,353 | 21,068 | 23,351 |
Condominium rights and unit sales | 83,565 | 32,969 | 267 |
Resort and conference center revenues | 37,921 | 39,201 | 39,782 |
Other land revenues | 16,503 | 13,416 | 18,073 |
Other rental and property revenues | 24,982 | 20,523 | 24,402 |
Total revenues | 634,565 | 469,418 | 376,886 |
Expenses: | |||
Master Planned Community cost of sales | 119,672 | 124,040 | 89,298 |
Master Planned Community operations | 41,794 | 38,414 | 40,506 |
Other property operating costs | 67,034 | 65,723 | 63,035 |
Rental property real estate taxes | 17,407 | 14,291 | 13,643 |
Rental property maintenance costs | 9,135 | 8,083 | 8,655 |
Condominium rights and unit cost of sales | 49,995 | 16,572 | 96 |
Resort and conference center operations | 31,829 | 29,454 | 29,112 |
Provision for doubtful accounts | 1,404 | 836 | 1,224 |
Demolition costs | 6,734 | 2,078 | |
General and administrative | 73,569 | 48,466 | 36,548 |
Development-related marketing costs | 22,783 | 5,880 | |
Other income | -29,471 | -29,478 | -2,125 |
Depreciation and amortization | 55,958 | 33,845 | 24,429 |
Total expenses | 467,843 | 358,204 | 304,421 |
Operating income | 166,722 | 111,214 | 72,465 |
Interest income | 22,531 | 3,185 | 9,437 |
Interest expense | -38,624 | -9,759 | -964 |
Warrant liability loss | -60,520 | -181,987 | -185,017 |
Reduction in tax indemnity receivable | 90 | -1,206 | -20,260 |
Loss on settlement of tax indemnity receivable | -74,095 | ||
Equity in earnings from Real Estate and Other Affiliates | 23,336 | 14,428 | 3,683 |
Income (loss) before taxes | 39,440 | -64,125 | -120,656 |
Provision for income taxes | 62,960 | 9,570 | 6,887 |
Net loss | -23,520 | -73,695 | -127,543 |
Net income attributable to noncontrolling interests | -11 | -95 | -745 |
Net loss attributable to common stockholders | ($23,531) | ($73,790) | ($128,288) |
Basic loss per share: (in dollars per share) | ($0.60) | ($1.87) | ($3.36) |
Diluted loss per share: (in dollars per share) | ($0.60) | ($1.87) | ($3.36) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)-K (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Comprehensive loss, net of tax | ||||||
Net loss | ($23,520) | ($73,695) | ($127,543) | |||
Other comprehensive income (loss): | ||||||
Interest rate swaps | 1,003 | [1] | 2,542 | [1] | -2,770 | [1] |
Capitalized swap interest | -493 | [2] | -1,189 | [2] | -1,227 | [2] |
Other comprehensive income (loss) | 510 | 1,353 | -3,997 | |||
Comprehensive loss | -23,010 | -72,342 | -131,540 | |||
Comprehensive income attributable to noncontrolling interests | -11 | -95 | -745 | |||
Comprehensive loss attributable to common stockholders | ($23,021) | ($72,437) | ($132,285) | |||
[1] | Net of deferred tax expense of $0.2B million and $0.5B million, and deferred tax benefit of $0.1B million for the years ended DecemberB 31, 2014, 2013 and 2012, respectively. | |||||
[2] | Net of deferred tax benefit of $0.2B million, $0.6B million, and $0.7B million for the years ended DecemberB 31, 2014, 2013 and 2012, respectively. |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical)-K (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Interest rate swaps, deferred tax expense (benefit) | $0.20 | ($0.50) | ($0.10) |
Capitalized swap interest, deferred tax benefit | $0.20 | $0.60 | $0.70 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY-K (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Total | |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2011 | $379 | $2,711,109 | ($381,325) | ($5,578) | $5,014 | $2,329,599 | |
Balance (in shares) at Dec. 31, 2011 | 37,945,707 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | -128,288 | 745 | -127,543 | ||||
Interest rate swaps, net of tax $184, $(486) and $55 for the year ended December 2014, 2013 and 2012, respectively | -2,770 | -2,770 | [1] | ||||
Capitalized swap interest, net of tax $199, $635 and $724 for the year ended December 2014, 2013 and 2012, respectively | -1,227 | -1,227 | [2] | ||||
Warrants exercised | 15 | 108,645 | 108,660 | ||||
Warrants exercised (in shares) | 1,525,272 | 1,525,272 | |||||
Stock plan activity | 1 | 4,277 | 4,278 | ||||
Stock plan activity (in shares) | 27,933 | ||||||
Balance at Dec. 31, 2012 | 395 | 2,824,031 | -509,613 | -9,575 | 5,759 | 2,310,997 | |
Balance (in shares) at Dec. 31, 2012 | 39,498,912 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | -73,790 | 95 | -73,695 | ||||
Distribution to noncontrolling interest | 720 | 720 | |||||
Preferred dividend payment on behalf of subsidiary | -12 | -12 | |||||
Interest rate swaps, net of tax $184, $(486) and $55 for the year ended December 2014, 2013 and 2012, respectively | 2,542 | 2,542 | [1] | ||||
Capitalized swap interest, net of tax $199, $635 and $724 for the year ended December 2014, 2013 and 2012, respectively | -1,189 | -1,189 | [2] | ||||
Stock plan activity | 1 | 5,782 | 5,783 | ||||
Stock plan activity (in shares) | 77,432 | ||||||
Balance at Dec. 31, 2013 | 396 | 2,829,813 | -583,403 | -8,222 | 6,562 | 2,245,146 | |
Balance (in shares) at Dec. 31, 2013 | 39,576,344 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | -23,531 | 11 | -23,520 | ||||
Distribution to noncontrolling interest | -2,818 | -2,818 | |||||
Preferred dividend payment on behalf of subsidiary | -12 | -12 | |||||
Interest rate swaps, net of tax $184, $(486) and $55 for the year ended December 2014, 2013 and 2012, respectively | 1,003 | 1,003 | [1] | ||||
Capitalized swap interest, net of tax $199, $635 and $724 for the year ended December 2014, 2013 and 2012, respectively | -493 | -493 | [2] | ||||
Stock plan activity | 8,200 | 8,200 | |||||
Stock plan activity (in shares) | 61,750 | ||||||
Balance at Dec. 31, 2014 | $396 | $2,838,013 | ($606,934) | ($7,712) | $3,743 | $2,227,506 | |
Balance (in shares) at Dec. 31, 2014 | 39,638,094 | ||||||
[1] | Net of deferred tax expense of $0.2B million and $0.5B million, and deferred tax benefit of $0.1B million for the years ended DecemberB 31, 2014, 2013 and 2012, respectively. | ||||||
[2] | Net of deferred tax benefit of $0.2B million, $0.6B million, and $0.7B million for the years ended DecemberB 31, 2014, 2013 and 2012, respectively. |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical)-K (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |||
Interest rate swaps, tax | $184 | ($486) | $55 |
Capitalized swap interest, tax | $199 | $635 | $724 |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-K (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities: | |||
Net loss | ($23,520) | ($73,695) | ($127,543) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation | 50,683 | 29,637 | 19,455 |
Amortization | 5,275 | 4,208 | 4,974 |
Amortization of deferred financing costs | 4,378 | 2,952 | 1,418 |
Amortization of intangibles other than in-place leases | 668 | 213 | 96 |
Straight-line rent amortization | -3,652 | -757 | |
Deferred income taxes | 65,010 | 8,352 | 4,448 |
Gain on disposition of assets | -2,373 | -8,483 | |
Restricted stock and stock option amortization | 8,200 | 5,782 | 4,277 |
Warrant liability loss | 60,520 | 181,987 | 185,017 |
Reduction (increase) in tax indemnity receivable | -90 | 1,206 | 20,260 |
Interest income related to tax indemnity | -21,510 | -2,078 | -8,111 |
Loss on settlement of tax indemnity receivable | 74,095 | ||
Equity in earnings from Real Estate and Other Affiliates, net of distributions | 11,222 | -7,121 | -35 |
Provision for doubtful accounts | 1,404 | 836 | 1,224 |
Master Planned Community land acquisitions | -100,913 | -5,667 | |
Master Planned Community development expenditures | -140,735 | -133,590 | -107,144 |
Master Planned Community cost of sales | 110,885 | 112,695 | 87,499 |
Condominium development expenditures | -75,990 | -21,213 | |
Condominium and other cost of sales | 49,995 | 16,572 | 96 |
Proceeds from sale of condominium rights | 47,500 | ||
Percentage of completion revenue recognition from sale of condominium rights and units | -83,565 | -32,969 | |
Non-monetary consideration relating to land transactions | -17,406 | ||
Proceeds received on settlement of tax indemnity receivable | 138,000 | ||
IRS payment for tax court decision | -203,298 | ||
Net changes: | |||
Accounts and notes receivable | 45,209 | 5,935 | 51,571 |
Prepaid expenses and other assets | -6,311 | -1,591 | 4,110 |
Condominium deposits received | 139,187 | ||
Deferred expenses | -36,641 | -19,364 | -1,995 |
Accounts payable and accrued expenses | 37,213 | 20,333 | 15,112 |
Condominium deposits held in escrow | -139,187 | ||
Other, net | -8,720 | 547 | -908 |
Cash provided by (used in) operating activities | -58,315 | 129,332 | 153,064 |
Cash Flows from Investing Activities: | |||
Property and equipment expenditures | -8,521 | -31,768 | -1,226 |
Operating property improvements | -6,299 | -17,231 | -14,201 |
Property developments and redevelopments | -759,003 | -221,071 | -58,940 |
Proceeds from insurance claims | 12,901 | ||
Proceeds from dispositions | 11,953 | 10,814 | |
Acquisition of properties | -2,721 | ||
Proceeds from sales of investment in Real Estate Affiliates | 13,270 | 8,579 | |
Investments in Real Estate and Other Affiliates, net | -6,248 | -4,035 | -4,552 |
Change in restricted cash | 20,930 | -17,204 | -15,164 |
Cash used in investing activities | -746,456 | -294,325 | -81,349 |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of mortgages, notes and loans payable | 597,553 | 1,120,102 | 68,410 |
Principal payments on mortgages, notes and loans payable | -120,182 | -279,721 | -55,832 |
Deferred financing costs | -7,085 | -6,594 | -2,114 |
Preferred dividend payment on behalf of REIT subsidiary | -12 | -12 | |
Distributions to noncontrolling interests | -3,031 | ||
Purchase of Sponsors Warrants | -80,548 | ||
Cash provided by (used in) financing activities | 470,274 | 830,744 | -70,084 |
Net change in cash and cash equivalents | -334,497 | 665,751 | 1,631 |
Cash and cash equivalents at beginning of period | 894,948 | 229,197 | 227,566 |
Cash and cash equivalents at end of period | 560,451 | 894,948 | 229,197 |
Supplemental Disclosure of Cash Flow Information: | |||
Interest paid | 84,497 | 30,600 | 28,857 |
Interest capitalized | 46,513 | 37,470 | 27,571 |
Income taxes paid | 204,898 | 2,268 | 1,202 |
Non-Cash Transactions: | |||
Special Improvement District bond transfers associated with land sales | 8,786 | 14,376 | -3,033 |
Property developments and redevelopments | 38,567 | 85,609 | 8,384 |
Retirement of Sponsors Warrants and issuance of 1,525,272 shares of common stock | -76,264 | ||
Millennium Waterway Apartments | |||
Cash Flows from Investing Activities: | |||
Distribution from Millennium Waterway Apartments | 6,876 | ||
Acquisition of Properties: | |||
Land | -15,917 | ||
Building | -56,002 | ||
Other assets | -2,670 | ||
Mortgages, notes and loans payable | -55,584 | ||
Other liabilities | -755 | ||
Reduction in investments in Real Estate Affiliates due to the acquisition | -22,405 | ||
Columbia Corporate Center 70 [Member] | |||
Acquisition of Properties: | |||
Land | -1,281 | ||
Building | -13,089 | ||
Other assets | -2,957 | ||
Mortgages, notes and loans payable | -16,037 | ||
Other liabilities | -1,290 | ||
MPC Land contributed to Real Estate Affiliate | 2,190 | ||
Purchase of land from GGP | -1,315 | ||
Non-cash increase in property due to consolidation of real estate affiliate | 3,750 | ||
Transfer of condominium buyer deposits to real estate affiliate | -34,220 | ||
1701 Lake Robbins | |||
Cash Flows from Investing Activities: | |||
Acquisition of properties | -1,484 | ||
Acquisition of Properties: | |||
Land | -1,663 | ||
Building | -3,725 | ||
Other assets | -848 | ||
Mortgages, notes and loans payable | -4,600 | ||
Other liabilities | -152 | ||
Columbia Corporate Center 10-60 | |||
Acquisition of Properties: | |||
Land | -23,404 | ||
Building | -79,247 | ||
Other assets | -28,997 | ||
Other liabilities | -1,648 | ||
85 South Street | |||
Cash Flows from Investing Activities: | |||
Acquisition of properties | -20,071 | ||
Non-Cash Transactions: | |||
Accrued interest included in construction loan payable | 4,785 | ||
Contribution of land to noncontrolling interests | 2,818 | ||
Acquisition of Properties: | |||
Building | -3,979 | ||
Below market lease obligation | 3,979 | ||
KR Holdings LLC | |||
Cash Flows from Investing Activities: | |||
Investments in Real Estate and Other Affiliates, net | 9,386 | -16,750 | |
Summerlin Las Vegas Baseball Club LLC | |||
Cash Flows from Investing Activities: | |||
Investments in Real Estate and Other Affiliates, net | ($10,350) |
CONDENSED_CONSOLIDATED_STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)-K | 12 Months Ended |
Dec. 31, 2012 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Issuance of shares of common stock | 1,525,272 |
ORGANIZATIONK
ORGANIZATION-K | 12 Months Ended |
Dec. 31, 2014 | |
ORGANIZATION | |
ORGANIZATION | NOTE 1 ORGANIZATION |
General | |
The Howard Hughes Corporation’s (“HHC” or the “Company”) mission is to be the preeminent developer and operator of Master Planned Communities and mixed‑use properties. We specialize in the development of master planned communities and the ownership, management and development or repositioning of real estate assets currently generating revenues, also called operating assets, as well as other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called strategic developments. We are a Delaware corporation that was formed on July 1, 2010. Unless the context otherwise requires, references to “we,” “us” and “our” refer to HHC and its subsidiaries. | |
Management has evaluated all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report is filed. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-K | 12 Months Ended | |||||||||||||||
Dec. 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 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), with all intercompany balances eliminated. The presentation includes the accounts of the Company, and those entities in which we have a controlling financial interest. The noncontrolling equity holders’ share of the assets, liabilities and operations are reflected in noncontrolling interests within permanent equity. The company also consolidates certain variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810 (“ASC 810”) Consolidation (see “Real Estate and Other Affiliates” below). Certain amounts in 2012 and 2013 have been reclassified to conform to 2014 presentation. | ||||||||||||||||
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. Estimates and assumptions have been made with respect to revenue recognition accounted for under the percentage of completion method, capitalization of development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, the fair value of warrants, debt and options granted. Actual results could differ from these and other estimates. | ||||||||||||||||
From time to time, we may reassess the strategies for certain buildings and improvements which subsequently cause a reassessment of useful lives. As a result, we recognized an additional $10.8 million, or $0.27 per diluted share, and $1.2 million, or $0.03 per diluted share, in depreciation during the years ended December 31, 2014 and 2013, respectively, due to the change in useful lives of these buildings and improvements. | ||||||||||||||||
Investment in Real Estate | ||||||||||||||||
Master Planned Community Assets, Land, Buildings and Equipment | ||||||||||||||||
Real estate assets are stated at cost less any provisions for impairments. Tenant improvements relating to our operating assets, are capitalized and depreciated over the shorter of their economic lives or the lease term. Maintenance and repair costs are charged to expense when incurred. Expenditures for significant improvements are capitalized. | ||||||||||||||||
We periodically review the estimated useful lives of properties. Depreciation or amortization expense is computed using the straight‑line method based upon the following estimated useful lives: | ||||||||||||||||
Asset Type | Years | |||||||||||||||
Buildings and improvements | 10 - 45 | |||||||||||||||
Equipment, tenant improvements and fixtures | 5 - 10 | |||||||||||||||
Computer hardware and software, and vehicles | 3 - 5 | |||||||||||||||
Developments | ||||||||||||||||
Development costs, which generally include legal and professional fees and other directly‑related third‑party costs associated with specific development properties, are capitalized as part of the property being developed. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are expensed. | ||||||||||||||||
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 and insurance costs incurred during construction periods are also capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with these redevelopments are expensed as incurred. | ||||||||||||||||
Our Developments are made up of the following categories: | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Land & improvements | $ | 164,280 | $ | 194,282 | ||||||||||||
Development costs | 667,228 | 293,874 | ||||||||||||||
Condominium | 82,795 | - | ||||||||||||||
Total Developments | $ | 914,303 | $ | 488,156 | ||||||||||||
Real Estate and Other Affiliates | ||||||||||||||||
In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operation of real estate assets which are referred to as “Real Estate Affiliates”. These partnerships or joint ventures are typically characterized by a non‑controlling ownership interest with decision making and distribution of expected gains and losses being generally proportionate to the ownership interest. We evaluate these partnerships and joint ventures for consolidation in accordance with ASC 810 Consolidations. | ||||||||||||||||
In accordance with ASC 810, we assess our joint ventures at inception to determine if any meet the qualifications of a variable interest entity (“VIE”). We consider a partnership or joint venture a VIE if: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. | ||||||||||||||||
We also perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810. Under ASC 810, a company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed. | ||||||||||||||||
We account for VIEs for which we are not considered to be the primary beneficiary, but have significant influence, using the equity method and investments in VIEs where we do not have significant influence on the joint venture’s operating and financial policies using the cost method. | ||||||||||||||||
We account for investments in joint ventures where we own a non‑controlling interest using the equity method, and investments in joint ventures where we have virtually no influence on the joint venture’s operating and financial policies, on the cost method. Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings or losses of such Real Estate Affiliates from the date of investment and reduced by distributions received. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. We generally also share in the profit and losses, cash flows and other matters relating to our Real Estate Affiliates in accordance with our respective ownership percentages. For cost method investments, we recognize earnings to the extent of distributions received from such investments. | ||||||||||||||||
Acquisitions of Properties | ||||||||||||||||
We account for the acquisition of real estate properties constituting a business in accordance with ASC 805 (“ASC 805) Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition. | ||||||||||||||||
The fair-value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, buildings and improvements based on management’s determination of the fair-value of these assets. The “as-if-vacant” values are derived from several sources which primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available. | ||||||||||||||||
The value of acquired intangible assets consisting of in-place and above-market and below-market leases is recorded based on a variety of considerations. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e. real estate taxes, insurance and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value, using a discount rate that reflects the risks associated with the leases acquired, of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below market renewal option periods. | ||||||||||||||||
Impairment | ||||||||||||||||
We review our real estate assets (including those held by our Real Estate Affiliates), operating assets, land held for development and sale and developments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP related to the impairment or disposal of long‑lived assets requires that if impairment indicators exist and that expected undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision should be recorded. If impaired, the carrying amount of the asset is written down to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return. | ||||||||||||||||
Impairment indicators for our assets or projects within our Master Planned Communities segment are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales. Master Planned Community assets have extended life cycles that may last 20 to 40 years and have few long‑term contractual cash flows. Further, Master Planned Community assets generally have minimal to no residual values because of their liquidating characteristics. Master Planned Community development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value. | ||||||||||||||||
Impairment indicators for our Operating Assets segment are assessed separately for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy, or low occupancy and significant net operating losses. | ||||||||||||||||
Impairment indicators for development costs in our Strategic Developments segment, which are typically costs incurred during the beginning stages of a potential development, and developments in progress are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices and feasibility. | ||||||||||||||||
The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset 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. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset or, for Master Planned Communities, is expensed as a cost of sales when land is sold. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. The impairment will have no impact on cash flow. | ||||||||||||||||
With respect to our investment in Real Estate Affiliates, a series of operating losses of an underlying asset or other factors may indicate that a decrease in value has occurred which is other‑than‑temporary. The investment in each Real Estate Affiliate is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other‑than‑temporary. If the decrease in value of our investment in a Real Estate Affiliate is deemed to be other‑than‑temporary, our investment in such Real Estate Affiliate is reduced to its estimated fair value. In addition to the property‑specific impairment analysis that we perform on the underlying assets of the Real Estate Affiliates’ land held for development and sale and developments owned by such Real Estate Affiliates, we also consider the ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
Cash and marketable securities consist of highly-liquid investments with maturities at date of purchase of three months or less and are deposited with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high quality institutions in order to minimize concentration of counterparty credit risk. | ||||||||||||||||
Revenue Recognition and Related Matters | ||||||||||||||||
Land Sales Revenue | ||||||||||||||||
Revenues from land sales are recognized using the full accrual method at closing, when title has passed to the buyer, adequate consideration for the land has been received and we have no continuing involvement with the property. Revenue that is not recognized under the full accrual method is deferred and recognized when the required obligations are met or using the installment or cost recovery methods. Revenue related to builder price participation rights is recognized as the underlying homes are sold by homebuilders. | ||||||||||||||||
We determine the cost of real estate sold using the relative sales value method. When we sell real estate, the cost of real estate sales includes both costs incurred and estimates of future development costs benefiting the property through completion. Estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, however, the specific identification method is used to determine the cost of sales, including acquired parcels that we do not intend to develop or for which development was complete at the date of acquisition. | ||||||||||||||||
Rental Revenue | ||||||||||||||||
Revenue associated with our operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries and overage rent. | ||||||||||||||||
Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below‑market tenant leases on acquired properties. | ||||||||||||||||
Recoveries from tenants are stipulated in the leases and are generally computed based upon a formula related to real estate taxes, insurance and other real estate operating expenses and are generally recognized as revenues in the period the related costs are incurred. | ||||||||||||||||
Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. | ||||||||||||||||
Condominium Rights and Unit Sales | ||||||||||||||||
Revenue recognition for contracted individual units in a condominium project are accounted for under the percentage of completion method when the following criteria are met: a) construction is beyond a preliminary stage; b) buyer is unable to require a refund of its deposit, except for non‑delivery of the unit; c) sufficient units are sold to assure that it will not revert to a rental property; d) sales prices are collectible; and e) aggregate sales proceeds and costs can be reasonably estimated. Those units that do not meet the criteria use the full accrual method or deposit method which defers revenue recognition until the unit is closed. | ||||||||||||||||
Revenue recognized on the percentage-of-completion method is based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative fair value of the land prior to development. Changes in estimated project costs, impact the amount of revenue and profit recognized on a percentage of completion basis during the period in which they are determined and future periods. | ||||||||||||||||
Resort and Conference Center Revenue | ||||||||||||||||
Revenue for the resort and conference center is recognized as services are performed and primarily represents room rentals and food and beverage sales. | ||||||||||||||||
Other Income | ||||||||||||||||
Other income for the year ended December 31, 2014 primarily relates to a $27.0 million gain on insurance recoveries related to casualty losses at South Street Seaport from Superstorm Sandy and $2.4 million related to the sale of the Redlands Promenade property. | ||||||||||||||||
Other income for the year ended December 31, 2013 includes a $12.2 million gain on insurance recoveries relating to South Street Seaport, an $8.5 million gain recognized on the sale of our Head Acquisition, LP interest, a $4.5 million favorable legal settlement relating to the British Petroleum oil spill in the Gulf of Mexico in 2010, a $1.0 million gain from the sale of Alameda Plaza, a $0.7 million gain on the sale of Parcel D into a joint venture and a $0.6 million gain from the sale of Rio West Mall. | ||||||||||||||||
Marketing and advertising | ||||||||||||||||
Our Strategic Development, Operating Assets and Master Planned Community segments incur various marketing and advertising costs as part of their development, branding, leasing or sales initiatives. These costs include special events, broadcasts, direct mail and online digital and social media programs, and they are expensed as incurred. | ||||||||||||||||
Accounts Receivable | ||||||||||||||||
Accounts receivable includes tenants, tenant recoveries, and other receivables, and straight‑line rent receivables. | ||||||||||||||||
Straight‑line rent receivables represent rental revenues recognized in excess of amounts currently due under lease agreements. Such amounts totaling $13.5 million as of December 31, 2014 and $10.2 million as of December 31, 2013, are included in Accounts receivable, net in our Consolidated Balance Sheets. | ||||||||||||||||
We record allowances against our receivables that we consider uncollectible. These allowances are reviewed periodically and are adjusted based on management’s estimate of receivables that will not be realized in subsequent periods. We also maintain an allowance for receivables arising from the straight‑lining of rents. Management exercises judgment in establishing these allowances and considers payment history, current credit status and if the tenant is currently occupying the space in developing these estimates. The allowance against our straight‑line rent receivable is based on historical experience with early lease terminations, as well as specific review of significant tenants and tenants that are having known financial difficulties. | ||||||||||||||||
The following table summarizes the changes in allowance for doubtful accounts against our accounts receivables: | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands) | ||||||||||||||||
Balance as of January 1 | $ | 7,390 | $ | 8,914 | $ | 8,496 | ||||||||||
Change in provision | 1,404 | 836 | 1,224 | |||||||||||||
Write-offs | -1,175 | -2,360 | -806 | |||||||||||||
Balance as of December 31 | $ | 7,619 | $ | 7,390 | $ | 8,914 | ||||||||||
Municipal Utility District receivables | ||||||||||||||||
In Houston, Texas, certain development costs are reimbursable through the creation of Municipal Utility District (“MUDs”, also known as Water Control and Improvement Districts) receivables, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (“TCEQ”). MUDs are formed to provide municipal water, waste water, drainage services, recreational facilities and roads to those areas where they are currently unavailable through the regular city services. Typically, the developer advances funds for the creation of the facilities, which must be designed, bid and constructed in accordance with the City of Houston’s and TCEQ requirements. | ||||||||||||||||
The developer initiates the MUD process by filing the applications for the formation of the MUD, and once the applications have been approved, a board of directors is elected for the MUD and given the authority to issue ad valorem tax bonds and the authority to tax residents. The MUD Board authorizes and approves all MUD development contracts and pay requests. MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. MUD taxes are used to pay the debt service on the bonds and the operating expenses of the MUD. The Company estimates the costs it believes will be eligible for reimbursement as MUD receivables. Our MUD receivables are pledged as security to creditors under the Bridgeland and TWL facilities. MUD receivables are shown net of an allowance of $5.8 and $5.3 million for the years ending December 31, 2014 and 2013, respectively, in the accompanying Consolidated Balance Sheets. | ||||||||||||||||
Notes Receivable | ||||||||||||||||
Notes receivable include amounts due from builders, primarily at our Summerlin Master Planned Community and a note from General Growth Partners (“GGP”). The GGP note had a balance of $6.7 million and $13.2 million as of December 31, 2014 and 2013, respectively. The GGP note is fully amortizing, carries an interest rate of 4.41%, and cash payments under the note are approximately $6.9 million per year through the end of 2015. Our Summerlin Master Planned Community holds a $20.2 million note from a national homebuilder relating to a 2014 land sale, maturing on November 20, 2015, and bearing interest at 0.39%. | ||||||||||||||||
Also included in Notes receivable are notes receivable from various tenants, net of an allowance for uncollectible notes receivable, of $0.5 million as of December 31, 2014 and $0.4 million as of December 31, 2013. | ||||||||||||||||
We estimate the allowance for uncollectible notes receivable based on our assessment of expected receipts of future cash flows with consideration given to any collateral securing the respective note. | ||||||||||||||||
Income Taxes | ||||||||||||||||
Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates currently in effect. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. | ||||||||||||||||
A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the deferred tax provision. There are events or circumstances that could occur in the future that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense. | ||||||||||||||||
In two of our Master Planned Communities, gains with respect to sales of land for commercial use are reported for tax purposes on the percentage of completion method. Under the percentage of completion method, a gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations. The method used for determining the percentage complete for income tax purposes is different than that used for financial statement purposes. In addition, the same two Master Planned Communities report gains with respect to sales of land for single family residences using the completed contract method. Under the completed contract method, a gain is recognized for tax purposes when 95% of the costs of our contractual obligations are incurred or the contractual obligation is transferred. | ||||||||||||||||
Tax Indemnity Receivable | ||||||||||||||||
As further described in Note 9 - Income Taxes, GGP had indemnified us from and against a portion of taxes related to sales of certain assets in our Master Planned Communities segment as well as any interest or penalties assessed by the Internal Revenue Service that are attributable to those taxes. We recognized a tax indemnity receivable prior to the settlement date, for an amount equal to the indemnified liability we had recorded, including interest and penalties, reduced for our cumulative utilization of certain of our tax assets that contractually limits the amount we can receive pursuant to the Tax Matters Agreement. Interest income related to the tax indemnity receivable was recognized as interest income in our Consolidated Statements of Operations. Reductions to the tax indemnity receivable attributable to a corresponding indemnified liability or recognition of contractual limitations incurred were recorded as Reduction in tax indemnity receivable in our Consolidated Statements of Operations prior to the settlement. | ||||||||||||||||
Deferred Expenses | ||||||||||||||||
Deferred expenses consist principally of financing fees and leasing costs. Deferred financing fees are amortized to interest expense over the terms of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method). Deferred leasing costs are amortized to amortization expense using the straight‑line method over periods that approximate the related lease terms. Deferred expenses in our Consolidated Balance Sheets are shown net of accumulated amortization of $13.2 million and $7.2 million as of December 31, 2014 and 2013, respectively. | ||||||||||||||||
Stock Plans | ||||||||||||||||
We apply the provisions of ASC 718 (“ASC 718”) Stock Compensation in our accounting and reporting for stock‑based compensation. ASC 718 requires all share‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under our option plans have grant prices equal to the market price of the Company’s stock on the dates of grant. Compensation cost for restricted stock is determined based on the fair market value of the Company’s stock at the date of grant. | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) 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 options and nonvested stock issued under stock‑based compensation plans is computed using the “treasury stock” method. The dilutive effect of the Sponsors Warrants and Management Warrants is computed using the if‑converted method. Gains associated with the changes in the fair value of the Sponsors Warrants and Management Warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti‑dilutive. | ||||||||||||||||
Information related to our EPS calculations is summarized as follows: | ||||||||||||||||
Year ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands, except share amounts) | ||||||||||||||||
Basic EPS: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | -23,520 | $ | -73,695 | $ | -127,543 | ||||||||||
Net income attributable to noncontrolling interests | -11 | -95 | -745 | |||||||||||||
Net loss attributable to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares outstanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Diluted EPS: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss attributable to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Less: Warrant liability gain | - | - | - | |||||||||||||
Adjusted net income (loss) available to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares outstanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Warrants | - | - | - | |||||||||||||
Weighted average diluted common shares oustanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Basic loss per share | $ | -0.6 | $ | -1.87 | $ | -3.36 | ||||||||||
Diluted loss per share | $ | -0.6 | $ | -1.87 | $ | -3.36 | ||||||||||
The diluted EPS computations as of December 31, 2014 exclude 1,046,940 stock options, 172,690 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive. | ||||||||||||||||
The diluted EPS computations as of December 31, 2013 exclude 965,440 stock options, 122,334 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive. | ||||||||||||||||
The diluted EPS computations as of December 31, 2012 exclude 861,940 stock options, 57,933 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants, and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive. | ||||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||||
In August, 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-15, “Presentation of Financial Statements — Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Before the issuance of this ASU, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards as specified in the guidance. This ASU becomes effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this ASU to have an impact on the Company’s Consolidated Financial Statements. | ||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU states that entities should recognize revenue to properly depict the transfer of negotiated goods or services to customers in an amount that properly reflects the agreed upon consideration which the entity expects to be exchanged. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. | ||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company has adopted this guidance and there has been no impact from the adoption on the Company’s historical Consolidated Financial Statements because the Company has not had any discontinued operations. | ||||||||||||||||
SPONSORS_AND_MANAGEMENT_WARRAN
SPONSORS AND MANAGEMENT WARRANTS-K | 12 Months Ended |
Dec. 31, 2014 | |
SPONSORS AND MANAGEMENT WARRANTS | |
SPONSORS AND MANAGEMENT WARRANTS | NOTE 3 SPONSORS AND MANAGEMENT WARRANTS |
On November 9, 2010, we issued warrants to purchase 8.0 million shares of our common stock to certain of our sponsors (the “Sponsors Warrants”) with an estimated initial value of approximately $69.5 million. The initial exercise price for the warrants of $50.00 per share and the number of shares of common stock underlying each warrant are subject to adjustment for future stock dividends, splits or reverse splits of our common stock or certain other events. In 2012, a sponsor exercised 1,525,272 shares, and we purchased 4,558,061 Sponsor Warrants from certain sponsors for a net cash amount of $80.5 million. As a result of these transactions, $108.6 million of additional paid‑in-capital was recorded in our financial statements in the year ended December 31, 2012. The Sponsors Warrants expire on November 9, 2017. | |
In November 2010 and February 2011, we entered into certain agreements (the “Management Warrants”) with David R. Weinreb, our Chief Executive Officer, Grant Herlitz, our President, and Andrew C. Richardson, our Chief Financial Officer, in each case prior to his appointment to such position to purchase shares of our common stock. The Management Warrants represent 2,862,687 underlying shares, which may be adjusted pursuant to a net settlement option, were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. | |
As of December 31, 2014, the estimated $157.1 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and the estimated $209.0 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares have been recorded as liabilities because the holders of these warrants could require us to settle such warrants in cash upon a change of control. The estimated fair values for the outstanding Sponsors Warrants and Management Warrants were $141.8 million and $163.8 million, respectively, as of December 31, 2013. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 7 – Fair Value of Financial Instruments. Decreases and increases in the fair value of the Sponsors Warrants and the Management Warrants are recognized as either warrant liability gains or losses, respectively, in the Consolidated Statements of Operations. | |
ACQUISITIONS_AND_DISPOSITIONSK
ACQUISITIONS AND DISPOSITIONS-K | 12 Months Ended |
Dec. 31, 2014 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | NOTE 4 ACQUISITIONS AND DISPOSITIONS |
In December 2014, we acquired the Seaport District Assemblage, consisting of a 48,000 square foot commercial building on a 15,744 square foot lot and certain air rights with total residential and commercial development rights of 621,651 square feet at South Street Seaport for $136.7 million. As of December 31, 2014, we have certain property and air rights representing an additional 196,133 square feet of development rights under contract. If these acquisitions close, we will own commercial development rights on the assemblage totaling 817,784 square feet. | |
On December 12, 2014, as part of the settlement with GGP relating to the Tax Matters Agreement, we acquired from GGP six unencumbered office buildings consisting of 699,884 square feet of space located in downtown Columbia, Maryland valued at $130.0 million. The fair value approximated the agreed upon value and was allocated $79.2 million to buildings, $23.4 million to land, and $27.4 million to intangible lease assets consisting of $25.2 million for in-place leases, $3.8 million for above-market leases and $1.6 million for below-market leases. We incurred $1.5 million in acquisition costs, and these costs are included in other property operating costs. The office buildings, titled 10-60 Columbia Corporate Center, are included in our Operating Assets segment. | |
During 2014, we acquired 2,055 acres of undeveloped land located in Conroe, Texas for $98.5 million. | |
In October 2014, we acquired 85 South Street, an eight story 60,000 square foot multi-family property located two blocks south of Pier 17 and within the Seaport District for $20.1 million. The purchase price approximated fair value and was allocated $8.1 million to the building, $15.9 million to the land, and $3.9 million for below-market leases. This multi-family apartment building is included in our Operating Assets segment. | |
During July 2014, we acquired 1701 Lake Robbins, a 12,376 square foot retail building located in The Woodlands for $5.7 million. The purchase price included the assumption of a mortgage of $4.6 million. The purchase price approximated fair value and was allocated $3.7 million to the building, $1.7 million to the land, and $0.2 million of intangible lease assets consisting of $0.3 million for in-place leases and $0.1 million for below-market leases. This retail building is included in our Operating Assets segment. | |
In July 2014, we acquired 100% of the fee simple interest in the land underlying our 110 N. Wacker office building located in downtown Chicago, Illinois for $12.3 million. | |
On September 30, 2013, we sold the Rio West Mall, a 521,194 square foot shopping center on 50 acres of land, located in Gallup, New Mexico for $12.0 million. The sale includes our ground lease interest, all buildings, structures and improvements, machinery, equipment and furnishings, and all leases and security deposits. The pre‑tax gain recognized on the sale was $0.6 million. | |
On August 15, 2012, we acquired 70 Columbia Corporate Center (“70 CCC”), a 169,590 square foot Class A office building located in the Columbia, Maryland Town Center by assuming a mortgage note from its lender, which encumbered the property and provided a participation right to the lender for 30% of the appreciation in the market value of the property after our preferred return. This mortgage was subsequently paid in full in May 2014. The acquisition was recorded at fair value of $17.5 million and the fair value of the liabilities assumed was determined using a discounted cash flow analysis. 70 CCC is included in Columbia Office Properties in our Operating Assets segment. | |
On May 31, 2012, we acquired our partner’s interest in the 393‑unit Millennium Waterway Apartments for $6.9 million, following the funding of a $55.6 million ten‑year non‑recourse mortgage bearing interest of 3.75% and we now own 100% of this property. Total assets of $78.6 million and liabilities of $56.4 million, including the funded loan, were consolidated into our financial statements at fair value as of the acquisition date, and no gain or loss was recognized. Prior to the acquisition, we accounted for our investment in Millennium Waterway Apartments under the equity method. Included in the Consolidated Statements of Operations are revenues of $4.4 million and net loss of $1.3 million since the acquisition date, for the year ended December 31, 2012. | |
REAL_ESTATE_AFFILIATESK
REAL ESTATE AFFILIATES-K | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
REAL ESTATE AND OTHER AFFILIATES | |||||||||||||||||||||
REAL ESTATE AND OTHER AFFILIATES | NOTE 5 REAL ESTATE AND OTHER AFFILIATES | ||||||||||||||||||||
Our investment in real estate and other affiliates which are reported on the equity and cost methods are as follows: | |||||||||||||||||||||
Economic/ Legal Ownership | Carrying Value | Share of Earnings/Dividends | |||||||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2012 | |||||||||||||||
(In percentages) | (In thousands) | ||||||||||||||||||||
Equity Method Investments: | |||||||||||||||||||||
Circle T Ranch and Power Center (a) | 50.00 | % | 50.00 | % | $ | 9,004 | $ | 9,004 | $ | - | $ | - | $ | - | |||||||
Discovery Land (a) | - | - | - | - | - | - | - | ||||||||||||||
Forest View/Timbermill Apartments (b) (c) | - | - | - | - | - | - | 4 | ||||||||||||||
HHMK Development, LLC (a) (d) | 50.00 | % | 50.00 | % | 10 | 13 | 2,120 | 732 | - | ||||||||||||
KR Holdings, LLC (a) (d) | 50.00 | % | 50.00 | % | 9,183 | 19,764 | 19,470 | 9,877 | - | ||||||||||||
Millennium Waterway Apartments (c) (e) | 100.00 | % | 100.00 | % | - | - | - | - | 407 | ||||||||||||
Millennium Woodlands Phase II, LLC (c) (f) | 81.43 | % | 81.43 | % | 1,023 | 2,174 | -1,291 | -74 | - | ||||||||||||
Parcel C (a) (d) | 50.00 | % | 50.00 | % | 8,737 | 5,801 | - | - | - | ||||||||||||
The Metropolitan Downtown Columbia (a) | 50.00 | % | 50.00 | % | 4,800 | 3,461 | - | - | - | ||||||||||||
Stewart Title (c) | 50.00 | % | 50.00 | % | 3,869 | 3,843 | 1,301 | 1,223 | 902 | ||||||||||||
Summerlin Apartments, LLC (a) (d) | 50.00 | % | 50.00 | % | - | - | - | - | - | ||||||||||||
Summerlin Las Vegas Baseball Club (c) (d) | 50.00 | % | 50.00 | % | 10,548 | 10,636 | -88 | -13 | - | ||||||||||||
Woodlands Sarofim #1 (c) | 20.00 | % | 20.00 | % | 2,595 | 2,579 | 175 | 180 | -6 | ||||||||||||
49,769 | 57,275 | 21,687 | 11,925 | 1,307 | |||||||||||||||||
Cost basis investments | 3,917 | 3,746 | 1,649 | 2,503 | 2,376 | ||||||||||||||||
Investment in Real Estate and Other Affiliates | $ | 53,686 | $ | 61,021 | $ | 23,336 | $ | 14,428 | $ | 3,683 | |||||||||||
(a) | Investment included in Strategic Developments segment. | ||||||||||||||||||||
(b) | On April 19, 2012, the joint ventures owning the Forest View and Timbermill Apartments completed their sale to a third party. Our share of the distributable cash, after repayment of debt and transaction expenses, was $8.6 million. | ||||||||||||||||||||
(c) | Investment included in Operating Assets segment. | ||||||||||||||||||||
(d) | Equity method variable interest entities. | ||||||||||||||||||||
(e) | On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property. | ||||||||||||||||||||
(f) | Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. | ||||||||||||||||||||
We are not the primary beneficiary of any of the VIEs listed above because we do not have the power to direct activities that most significantly impact the economic performance of such joint ventures and therefore we report our interests on the equity method. Our maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investment as we have not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of these VIEs. The aggregate carrying value of the unconsolidated VIEs was $29.5 million and $38.4 million as of December 31, 2014 and 2013, respectively, and was classified as Investments in Real Estate and Other Affiliates in the Consolidated Balance Sheets. As of December 31, 2014, approximately $89.4 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $54.6 million based upon our economic ownership. All of this indebtedness is without recourse to us. | |||||||||||||||||||||
The Company is the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to the Company. As of December 31, 2014, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.1 million and $0.6 million, respectively. As of December 31, 2013, the carrying values of the assets and liabilities associated with operations of the consolidated VIE were $31.7 million and $0.8 million, respectively. The assets of the VIE are restricted for use only by the particular VIE and are not available for our general operations. | |||||||||||||||||||||
Our recent and more significant investments in Real Estate Affiliates and the related accounting considerations are described below. | |||||||||||||||||||||
Discovery Land | |||||||||||||||||||||
During the second quarter 2014, we announced an agreement to enter into a joint venture with Discovery Land Company (“Discovery Land”) which had not yet been formed as of December 31, 2014. We will contribute our land to the joint venture at the agreed upon value of $226,000 per acre or $125.4 million in 2015. Discovery Land’s capital contribution funding requirement consists of all initial development costs and total project costs up to a maximum of $30.0 million. Discovery Land is the manager of the project. | |||||||||||||||||||||
ONE Ala Moana Condominium Project | |||||||||||||||||||||
On October 11, 2011, we and an entity jointly owned by two local development partners formed a joint venture called HHMK Development, LLC (“HHMK Development”) to explore the development of a luxury condominium tower at the Ala Moana Center in Honolulu, Hawaii. On June 14, 2012, we formed another 50/50 joint venture, KR Holdings, with the same partner. We own 50% of each venture and our partners jointly own the remaining 50%. | |||||||||||||||||||||
On September 17, 2012, KR Holdings closed on two $20.0 million non‑recourse mezzanine loan commitments with List Island Properties, LLC and A & B Properties, Inc. These loans have a blended interest rate of 12.00%, were drawn in full on May 15, 2013 and mature on April 30, 2018 with the option to extend for one year. In addition to the mezzanine loans, A & B Properties and List Island Properties both have profit interests in KR Holdings, which entitles them to receive a share of the profits, after a return of our capital plus a 13% preferred return on our capital. A & B Properties’ participation is capped at $3.0 million. | |||||||||||||||||||||
KR Holdings closed on a $132.0 million first mortgage construction loan on May 15, 2013. Upon the loan closing and under the terms of the venture agreement, we sold to KR Holdings our interest in the condominium rights for net cash proceeds of $30.8 million and a 50% equity interest in KR Holdings. Our partner contributed $16.8 million of cash for their 50% equity interest. | |||||||||||||||||||||
In the fourth quarter 2014, the venture substantially completed construction of a luxury 23-story, 206-unit condominium tower consisting of one, two and three-bedroom units ranging from 760 to 4,100 square feet. As of December 31, 2014, 201 of the 206 units had closed. The venture paid in full the two $20.0 million mezzanine loans and the $132.0 million first mortgage construction loan. We received cash distributions totaling $38.7 million in December 2014. | |||||||||||||||||||||
Summarized financial information for KR Holdings as of December 31, 2014 includes total assets of $37.5 million, total liabilities of $18.7 million, gross sales of $201.0 million and net income of $43.0 million. Summarized financial information for K.R. Holdings as of December 31, 2013 includes total assets of $189.0 million, total liabilities of $135.7 million revenues of $131.2 million and net income of $19.7 million. The venture uses the percentage of completion method to recognize earnings, and we recorded $21.5 million and $9.9 million in Equity in earnings from Real Estate and Other Affiliates related to KR Holdings in the Consolidated Statement of Operations for the years ended December 31, 2014 and 2013 respectively. Our investment balance includes deferred profit of $0.2 million which is being recognized on the same percentage of completion basis as KR Holdings. | |||||||||||||||||||||
Millennium Woodlands Phase II, LLC | |||||||||||||||||||||
On May 14, 2012, we entered into a joint venture, Millennium Woodlands Phase II, LLC (“Millennium Phase II”), with The Dinerstein Companies, for the construction of a new 314‑unit Class A multi‑family complex in The Woodlands Town Center. Our partner is the managing member of Millennium Phase II. As the managing member, our partner controls, directs, manages and administers the affairs of Millennium Phase II. On July 5, 2012, Millennium Phase II was capitalized by our contribution of 4.8 acres of land valued at $15.5 million, our partner’s contribution of $3.0 million in cash and a construction loan in the amount of $37.7 million which is guaranteed by our partner. The development of Millennium Phase II further expands our multi‑family portfolio in The Woodlands Town Center. During the third quarter 2014, the joint venture completed construction and leasing commenced. | |||||||||||||||||||||
Parcel C | |||||||||||||||||||||
On October 4, 2013, we entered into a joint venture agreement with a local developer, Kettler, Inc. (“Kettler”), to construct a 437-unit, Class A apartment building with 31,000 square feet of ground floor retail on Parcel C in downtown Columbia, MD. We contributed approximately five acres of land having an approximate book value of $4.0 million to the joint venture. Our land was valued at $23.4 million or $53,500 per constructed unit. When the venture closes on the construction loan and upon completion of certain other conditions, including obtaining completed site development and construction plans and an approved project budget, our partner will be required to contribute cash to the venture. | |||||||||||||||||||||
Summerlin Apartments, LLC | |||||||||||||||||||||
On January 24, 2014, we entered into a joint venture with a national multi-family real estate developer, The Calida Group (“Calida”), to construct, own and operate a 124-unit gated luxury apartment development. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. This project represents the first residential development in Summerlin’s 400-acre downtown. We will contribute a 4.5-acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture when construction financing closes. Our partner will contribute cash for their 50% interest, act as the development manager, fund all pre-development activities, obtain construction financing and provide any guarantees required by the lender. Upon a sale of the property, we are entitled to 50% of the proceeds up to, and 100% of the proceeds in excess of an amount determined by applying a 7.0% capitalization rate to net operating income (“NOI”). The venture is expected to begin construction in first half 2015 with the first units available for rent by second quarter 2016. | |||||||||||||||||||||
Summerlin Las Vegas Baseball Club, LLC | |||||||||||||||||||||
On August 6, 2012, we entered into a joint venture for the purpose of acquiring 100% of the operating assets of the Las Vegas 51s, a Triple‑A baseball team which is a member of the Pacific Coast League. We own 50% of the venture and our partners jointly own the remaining 50%. Unanimous consent of the partners is required for all major decisions. As of the date the joint venture acquired the baseball team, we had funded our capital contribution of $10.5 million. Our strategy in owning an interest is to pursue a potential relocation of the team to a to‑be‑built stadium in our Summerlin master planned community. Efforts to relocate the team are ongoing and there can be no assurance that such a stadium will ultimately be built. | |||||||||||||||||||||
The Metropolitan Downtown Columbia Project | |||||||||||||||||||||
On October 27, 2011, we entered into a joint venture, Parcel D Development, LLC (“Parcel D”), with Kettler to construct a 380-unit Class A apartment building with ground floor retail space in downtown Columbia, Maryland. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. On July 11, 2013, the joint venture closed a $64.1 million construction loan which is non‑recourse to us and $45.8 million is outstanding as of December 31, 2014. The loan bears interest at one-month LIBOR plus 2.40% and matures in July 2020. At loan closing, our land contribution was valued at $53,500 per unit, or $20.3 million, and Kettler contributed $13.3 million in cash, of which $7.0 million was distributed to us. Both we and Kettler made additional contributions of $3.1 million to the joint venture in accordance with the loan agreement, thus increasing our total capital account to $16.4 million. This transaction was accounted for as a partial sale of the land for which we recognized a net profit of $0.7 million. We expect the project to be substantially completed by the first quarter of 2015. | |||||||||||||||||||||
IMPAIRMENTK
IMPAIRMENT-K | 12 Months Ended |
Dec. 31, 2014 | |
IMPAIRMENT | |
IMPAIRMENT | NOTE 6 IMPAIRMENT |
There were no impairment charges for the years ended December 31, 2014, 2013 and 2012. We frequently evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use and the sale price may be less than the carrying amount. As a result, changes in strategy could result in impairment charges in future periods. | |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS-K | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 7 FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||
The following table presents, for each of the fair value hierarchy levels required under ASC 820 (“ASC 820”) Fair Value Measurement, our assets and liabilities that are measured at fair value on a recurring basis. | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Fair Value Measurements Using | Fair Value Measurements Using | |||||||||||||||||||||||||
Quoted Prices | Significant | Quoted Prices | Significant | |||||||||||||||||||||||
in Active | Other | Significant | in Active | Other | Significant | |||||||||||||||||||||
Markets for | Observable | Unobservable | Markets for | Observable | Unobservable | |||||||||||||||||||||
Identical Assets | Inputs | Inputs | Identical Assets | Inputs | Inputs | |||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Cash equivalents | $ | 75,027 | $ | 75,027 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Liabilities: | ||||||||||||||||||||||||||
Warrants | 366,080 | - | - | 366,080 | 305,560 | - | - | 305,560 | ||||||||||||||||||
Interest rate swaps | 3,144 | - | 3,144 | - | 4,164 | - | 4,164 | - | ||||||||||||||||||
Cash equivalents consist primarily of two registered money market mutual funds which invest in United States treasury securities that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period. | ||||||||||||||||||||||||||
The valuation of warrants is based on an option pricing valuation model. The inputs to the model include the fair value of stock related to the warrants, exercise price and term of the warrants, expected volatility, risk-free interest rate and dividend yield and, with respect to the Management Warrants, a discount for lack of marketability. | ||||||||||||||||||||||||||
The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. | ||||||||||||||||||||||||||
The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) which are our Sponsors and Management Warrants: | ||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Beginning of year | $ | 305,560 | $ | 123,573 | $ | 127,764 | ||||||||||||||||||||
Warrant liability loss (a) | 60,520 | 181,987 | 185,017 | |||||||||||||||||||||||
Settlements (b) | - | - | -189,208 | |||||||||||||||||||||||
End of year | $ | 366,080 | $ | 305,560 | $ | 123,573 | ||||||||||||||||||||
(a) | All losses during 2014 and 2013, and $73.8 million of the loss during 2012, were unrealized. | |||||||||||||||||||||||||
(b) | Settlements were for $80.5 million in cash and 1,525,272 shares of our common stock. Please refer to Note 3 – Sponsors and Management Warrants. | |||||||||||||||||||||||||
The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data. Changes in the fair value of the Sponsors Warrants and the Management Warrants are recognized in earnings as a warrant liability gain or loss. | ||||||||||||||||||||||||||
The significant unobservable inputs used in the fair value measurement of our warrants designated as Level 3 as of December 31, 2014 are as follows: | ||||||||||||||||||||||||||
Unobservable Inputs | ||||||||||||||||||||||||||
Fair Value | Valuation Technique | Expected Volatility (a) | Marketability Discount (b) | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Warrants | $ | 366,080 | Option Pricing Valuation Model | 24.50% | 18.0%-20.0% | |||||||||||||||||||||
(a) | Based on our implied equity volatility. | |||||||||||||||||||||||||
(b) | Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 29.0%-30.0% at December 31, 2013. | |||||||||||||||||||||||||
The expected volatility and marketability discount in the table above are significant unobservable inputs used to estimate the fair value of our warrant liabilities. An increase in expected volatility would increase the fair value of the liability, while a decrease in expected volatility would decrease the fair value of the liability. As the period of restriction lapses, the marketability discount reduces to zero and increases the fair value of the warrants. | ||||||||||||||||||||||||||
The estimated fair values of our financial instruments that are not measured at fair value on a recurring basis are as follows: | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Fair Value | Carrying | Estimated Fair | Carrying | Estimated Fair | ||||||||||||||||||||||
Hierarchy | Amount | Value | Amount | Value | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 485,424 | $ | 485,424 | $ | 894,948 | $ | 894,948 | |||||||||||||||||
Notes receivable, net (a) | Level 3 | 28,630 | 28,630 | 20,554 | 20,554 | |||||||||||||||||||||
Tax indemnity receivable, including interest | n.a. | - | - | (b) | 320,494 | - | (b) | |||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||
Fixed-rate debt | Level 2 | $ | 1,030,554 | $ | 1,050,333 | $ | 1,004,886 | $ | 1,045,298 | |||||||||||||||||
Variable-rate debt (c) | Level 2 | 962,916 | 962,916 | 509,737 | 509,737 | |||||||||||||||||||||
Total mortgages, notes and loans payable | Level 2 | $ | 1,993,470 | $ | 2,013,249 | $ | 1,514,623 | $ | 1,555,035 | |||||||||||||||||
(a) | Notes receivable is shown net of an allowance of $471 and $426 for the periods ending December 31, 2014 and 2013 respectively. | |||||||||||||||||||||||||
(b) | The tax indemnity receivable was settled with GGP during 2014. In 2013 it was not practicable to estimate the fair value, as the timing and ultimate amount received under the agreement, was highly dependent on numerous future events that could not have been reliably predicted. See Note 9 – Income Taxes for further detail related to these receivables. | |||||||||||||||||||||||||
(c) | $172.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. | |||||||||||||||||||||||||
Notes receivable are carried at net realizable value which approximates fair value. The estimated fair values are based on certain factors, such as current interest rates, terms of the note and credit worthiness of the borrower. | ||||||||||||||||||||||||||
The fair value of fixed-rate debt in the table above, not including our Senior Notes (as defined in Note 8 – Mortgages, Notes and Loans Payable), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair value of our Senior Notes, included in fixed rate debt in the table above, was estimated based upon its most recent trade price. | ||||||||||||||||||||||||||
The carrying amounts for our variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities. | ||||||||||||||||||||||||||
The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value because of the short‑term maturity of these instruments. | ||||||||||||||||||||||||||
MORTGAGES_NOTES_AND_LOANS_PAYA
MORTGAGES, NOTES AND LOANS PAYABLE-K | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||||||
NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||||||
Mortgages, notes and loans payable are summarized as follows: | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Fixed-rate debt: | ||||||||||||||||
Collateralized mortgages, notes and loans payable | $ | 1,008,165 | $ | 971,786 | ||||||||||||
Special Improvement District bonds | 22,389 | 33,100 | ||||||||||||||
Variable-rate debt: | ||||||||||||||||
Collateralized mortgages, notes and loans payable (a) | 962,916 | 509,737 | ||||||||||||||
Total mortgages, notes and loans payable | $ | 1,993,470 | $ | 1,514,623 | ||||||||||||
(a) | As more fully described below, $172.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. | |||||||||||||||
The following table presents our mortgages, notes, and loans payable by property: | ||||||||||||||||
Maximum | Carrying Value | |||||||||||||||
Interest | Facility | December 31, | December 31, | |||||||||||||
($ In thousands) | Maturity (a) | Rate | Amount | 2014 | 2013 | |||||||||||
Master Planned Communities | ||||||||||||||||
Bridgeland Land Loan | Jun-22 | 5.50 | % | $ | 15,874 | $ | 18,066 | |||||||||
Bridgeland Development Loan | Jun-15 | 5.00 | % | (b) | $ | 30,000 | 10 | - | ||||||||
Summerlin South SID Bonds - S108 | Dec-16 | 5.95 | % | 563 | 823 | |||||||||||
Summerlin South SID Bonds - S124 | Dec-19 | 5.95 | % | 236 | 285 | |||||||||||
Summerlin South SID Bonds - S128 | Dec-20 | 6.05 | % | 623 | 707 | |||||||||||
Summerlin South SID Bonds - S128C | Dec-30 | 6.05 | % | 5,274 | 5,511 | |||||||||||
Summerlin South SID Bonds - S132 | December 2020 | 6.00 | % | 2,936 | 3,962 | |||||||||||
Summerlin South SID Bonds - S151 | Jun-25 | 6.00 | % | 6,211 | 6,623 | |||||||||||
Summerlin West SID Bonds - S808/S810 | Apr-31 | 6.00 | % | 2,805 | 11,168 | |||||||||||
The Woodlands Master Credit Facility | Aug-18 | 2.91 | % | (b) | 250,000 | 176,663 | 176,663 | |||||||||
Master Planned Communities Total | 211,195 | 223,808 | ||||||||||||||
Operating Assets | ||||||||||||||||
70 Columbia Corporate Center (c) | Jul-19 | 2.41 | % | (b) | 20,000 | 16,287 | ||||||||||
Columbia Regional Building | Mar-18 | 2.16 | % | (b) | 23,008 | 20,513 | 9,207 | |||||||||
Downtown Summerlin | Jul-19 | 2.41 | % | (b) | 311,800 | 229,153 | - | |||||||||
Downtown Summerlin SID Bonds - S108 | Dec-16 | 5.95 | % | 310 | 452 | |||||||||||
Downtown Summerlin SID Bonds - S128 | Dec-30 | 6.05 | % | 3,431 | 3,569 | |||||||||||
One Hughes Landing | December 2029 | 4.30 | % | 52,000 | 19,128 | |||||||||||
Two Hughes Landing | September 2018 | 2.81 | % | (b) | 41,230 | 19,992 | 10 | |||||||||
1701 Lake Robbins | Apr-17 | 5.81 | % | 4,600 | - | |||||||||||
Millennium Waterway Apartments | Jun-22 | 3.75 | % | 55,584 | 55,584 | |||||||||||
110 N. Wacker (d) | Oct-19 | 5.21 | % | (b) | 29,000 | 29,000 | ||||||||||
9303 New Trails | December 2023 | 4.88 | % | 13,074 | 13,398 | |||||||||||
Outlet Collection at Riverwalk | Oct-18 | 2.91 | % | (b) | 64,400 | 47,118 | - | |||||||||
The Woodlands Resort & Conference Center | Feb-19 | 3.66 | % | (b) | 95,000 | 76,027 | 36,100 | |||||||||
Victoria Ward | September 2016 | 3.35 | % | (b) | 250,000 | 238,716 | 238,716 | |||||||||
20/25 Waterway Avenue | May-22 | 4.79 | % | 14,330 | 14,450 | |||||||||||
3 Waterway Square | Aug-28 | 3.94 | % | 52,000 | 52,000 | |||||||||||
4 Waterway Square | Dec-23 | 4.88 | % | 38,289 | 39,237 | |||||||||||
Capital lease obligations | Various | 3.60 | % | 135 | 205 | |||||||||||
Operating Assets Total | 914,272 | 527,343 | ||||||||||||||
Strategic Developments | ||||||||||||||||
1725-35 Hughes Landing Boulevard | Jun-19 | 2.06 | % | (b) | 143,000 | 47,513 | - | |||||||||
Three Hughes Landing | Dec-19 | 2.51 | % | 65,455 | - | - | ||||||||||
Hughes Landing Hotel | Oct-20 | 2.66 | % | 37,100 | - | - | ||||||||||
Hughes Landing Retail | Dec-18 | 2.11 | % | (b) | 36,575 | 17,424 | 913 | |||||||||
One Lake's Edge | November 2018 | 2.66 | % | (b) | 73,525 | 40,787 | - | |||||||||
Waiea and Anaha Condominiums | Nov-19 | 6.91 | % | 600,000 | - | - | ||||||||||
Waterway Square Hotel | Aug-19 | 2.81 | % | (b) | 69,300 | - | - | |||||||||
Strategic Developments Total | 105,724 | 913 | ||||||||||||||
Other Corporate Financing Arrangements | Jun-18 | 3.00 | % | 22,700 | 19,968 | 21,309 | ||||||||||
Senior Notes | Oct-21 | 6.88 | % | 750,000 | 750,000 | |||||||||||
Unamortized underwriting fees | -7,689 | -8,750 | ||||||||||||||
Total mortgages, notes, and loans payable | $ | 1,993,470 | $ | 1,514,623 | ||||||||||||
(a) | Maturity date includes any extension periods which can be exercised at our option. | |||||||||||||||
(b) | The interest rate presented is based on the one month LIBOR rate, as applicable, at December 31, 2014 which was 0.1635%. | |||||||||||||||
(c) | The note we assumed on August 15, 2012 was fully paid with cash on hand on April 15, 2014. On June 30, 2014, we entered into a new $20.0 million mortgage loan at one-month LIBOR plus 2.25%. | |||||||||||||||
(d) | The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. | |||||||||||||||
The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.61% and 5.25% as of December 31, 2014 and 2013, respectively. | ||||||||||||||||
All of the mortgage debt is secured by the individual properties as listed in the table above and is non-recourse to HHC, except for: | ||||||||||||||||
(i) | $750.0 million of Senior Notes; | |||||||||||||||
(ii) | $311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot; | |||||||||||||||
(iii) | $64.4 million of construction financing for the Outlet Collection at Riverwalk with an initial maximum recourse of 50%, which will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months; | |||||||||||||||
(iv) | $20.4 million of Other Corporate Financing Arrangements; and | |||||||||||||||
(v) | $7.0 million parent guarantee associated with the 110 N. Wacker mortgage. | |||||||||||||||
The Woodlands Master Credit Facility and The Woodlands Resort & Conference Center loans are recourse to the entities that directly own The Woodlands operations. Certain of our loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Such provisions are not expected to impact our operations in 2015. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield-maintenance premium, defeasance, or a percentage of the loan balance. As of December 31, 2014, land, buildings and equipment and developments with a cost basis of $2.3 billion have been pledged as collateral for our mortgages, notes and loans payable. | ||||||||||||||||
The following table summarizes the contractual obligations relating to our mortgages, notes and loans payable as of December 31, 2014 based on final maturity dates: | ||||||||||||||||
Mortgages, notes | ||||||||||||||||
and loans payable | ||||||||||||||||
principal payments | ||||||||||||||||
(In thousands) | ||||||||||||||||
2015 | $ | 7,970 | ||||||||||||||
2016 | 247,655 | |||||||||||||||
2017 | 13,773 | |||||||||||||||
2018 | 348,294 | |||||||||||||||
2019 | 394,996 | |||||||||||||||
Thereafter | 980,782 | |||||||||||||||
Total | $ | 1,993,470 | ||||||||||||||
As of December 31, 2014, we were in compliance with all of the financial covenants related to our debt agreements. | ||||||||||||||||
Master Planned Communities | ||||||||||||||||
On August 8, 2013, The Woodlands refinanced its existing Master Credit Facility with a $250.0 million credit facility consisting of a $125.0 million term loan and a $125.0 million revolver (together, the “TWL Facility”). The TWL Facility bears interest at one-month LIBOR plus 2.75% and has an initial three–year term with two, one–year extension options. The extension options require a reduction of the total commitment to $220.0 million for the first extension and $185.0 million for the second extension. The TWL Facility also contains certain covenants that, among other things, require the maintenance of specified financial ratios, limit the incurrence of additional recourse indebtedness at The Woodlands, and limit distributions from The Woodlands to us based on a loan‑to‑value test. There was $73.3 million of undrawn and available borrowing capacity under the TWL Facility based on the collateral underlying the facility and covenants as of December 31, 2014. | ||||||||||||||||
During the second quarter of 2012, we refinanced $18.1 million of existing debt related to our Bridgeland Master Planned Community with a ten–year term loan facility at a fixed interest rate of 5.50% for the first five years and three-month LIBOR plus 2.75% for the remaining term and maturing on June 29, 2022. Beginning on June 29, 2014, annual principal payments are required in the amount of 5.00% of the then outstanding principal balance. In addition, we simultaneously entered into a three-year revolving credit facility with aggregate borrowing capacity of $140.0 million of which $96.2 million has been utilized as of December 31, 2014 and which has a $30.0 million maximum outstanding loan amount at any time. The revolving loan bears interest at the greater of 5.00% or one‑month LIBOR plus 3.25% and matures on June 29, 2015. This loan is intended to provide working capital at Bridgeland to accelerate development efforts to meet the demand of homebuilders for finished lots in the community. The Bridgeland loans are cross‑collateralized and cross‑defaulted and the Bridgeland Master Planned Community serves as collateral for the loans. The loans also require that Bridgeland maintain a minimum $3.0 million cash balance and a minimum net worth of $250.0 million. Additionally, we are restricted from making cash distributions from Bridgeland unless the revolving credit facility has no outstanding balance and one year of real estate taxes and debt service on the term loan have been escrowed with the lender. | ||||||||||||||||
The Summerlin Master Planned Community uses Special Improvement District (“SID”) bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and, although unrated, are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to us as infrastructure projects are completed, inspected by the municipalities and approved for reimbursement. Accordingly, the SID bonds have been classified as debt, and the Summerlin Master Planned Community pays the debt service on the bonds semi‑annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that we previously paid with respect to such proportionate share of the bond. | ||||||||||||||||
Operating Assets | ||||||||||||||||
On November 10, 2014 we refinanced our $38.0 million loan and closed on a new $52.0 million loan for One Hughes Landing. The loan bears fixed interest at 4.30% and matures on December 1, 2029. | ||||||||||||||||
On July 18, 2014, we assumed a $4.6 million non-recourse mortgage loan at 1701 Lake Robbins. The loan bears fixed interest at 5.81% and has a maturity date of April 2017. | ||||||||||||||||
On July 15, 2014, we closed a $311.8 million financing for the construction of Downtown Summerlin development bearing interest at one-month LIBOR plus 2.25%. The loan has an initial maturity date of July 15, 2017, with two, one-year extension options. The loan has an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot. Upon completion of the project and achievement of a 1.25x debt service coverage ratio, 90.0% occupancy and a minimum level of tenant sales per square foot for 12 months, the recourse amount will decrease to 10.0% of the outstanding principal. Due to the recent opening, we have not met these criteria. | ||||||||||||||||
On April 15, 2014, we paid $17.0 million cash in full satisfaction of the $16.0 million participating loan that we assumed as part of the acquisition of 70 CCC in August 2012. The non-recourse, interest only promissory note was due to mature on August 31, 2017 and included a participation right to the lender for 30.0% of the appreciation in the market value of the property after our 10.0% cumulative preferred return and repayment of the outstanding debt and our contributed equity. The final payment included approximately $0.7 million for this participation right based upon the appraised value of the property. On June 27, 2014, we closed on a new $20.0 million loan for 70 CCC that bears interest at one-month LIBOR plus 2.25% and has an initial maturity date of July 2017 with two, one-year extension options. | ||||||||||||||||
On October 24, 2013, we closed on a $64.4 million partial recourse construction loan for the Outlet Collection at Riverwalk. The loan bears interest at one-month LIBOR plus 2.75%, with an initial maturity date of October 24, 2016 with two, one–year extension options. The initial recourse amount of 50.0% will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for 12 months. Due to the recent opening, we have not met these criteria. | ||||||||||||||||
On September 11, 2013, we closed on a non-recourse financing totaling $41.2 million for the construction of Two Hughes Landing, the second Class A office building in the 66-acre mixed-use development of Hughes Landing on Lake Woodlands, located in The Woodlands. Two Hughes Landing will be a 197,000 square foot, eight-story office building with an adjacent parking garage containing approximately 630 spaces. The loan bears interest at one-month LIBOR plus 2.65% due monthly, with an initial maturity date of September 11, 2016 with two, one-year extension options. | ||||||||||||||||
On August 2, 2013, we refinanced the existing $43.3 million construction loan on 3 Waterway Square, an 11-story, 232,000 square foot office building in The Woodlands, with a non-recourse first mortgage financing totaling $52.0 million. The loan bears interest at 3.94% and matures on August 11, 2028. | ||||||||||||||||
On March 15, 2013, we closed on a non‑recourse financing totaling $23.0 million for the redevelopment of The Columbia Regional Building, a retail building located in Columbia, Maryland. The loan bears interest at one-month LIBOR plus 2.00%. The loan matures on March 15, 2016, and has two, one–year extension options. | ||||||||||||||||
On February 8, 2013, we closed on a $95.0 million non‑recourse construction loan which repaid the existing $36.1 million mortgage and provides funding for the redevelopment of The Woodlands Resort & Conference Center. The loan bears interest at one-month LIBOR plus 3.50% and has an initial maturity of February 8, 2016, with three, one–year extension options. The loan is currently secured by the rooms available for rent, 40-acre conference center and resort located within The Woodlands and requires the maintenance of specified financial ratios after completion of construction. | ||||||||||||||||
On May 31, 2012, we closed on a $55.6 million non‑recourse first mortgage loan for the Millennium Waterway Apartments. The proceeds from the mortgage were used to refinance the joint venture’s existing debt and to fund our acquisition of the partner’s interest in the property. The loan has a fixed interest rate of 3.75% and matures on June 1, 2022. | ||||||||||||||||
On April 26, 2012, we closed on a $14.5 million non‑recourse financing secured by 20/25 Waterway Avenue, located within The Woodlands. The loan bears interest at 4.79% and matures on May 1, 2022. | ||||||||||||||||
On December 5, 2011, we obtained a $41.0 million loan for 4 Waterway Square and a $14.0 million loan for 9303 New Trails, both located within The Woodlands. These non‑recourse mortgages mature on December 11, 2023 and have fixed interest rates of 4.88%. | ||||||||||||||||
On September 30, 2011, we closed on a $250.0 million non‑recourse first mortgage financing secured by Ward Village in Honolulu, Hawaii, that bears interest at one-month LIBOR plus 2.50%. The loan may be drawn to a maximum $250.0 million to fund capital expenditures at the property, provided that the outstanding principal balance cannot exceed 65% of the property’s appraised value, and the borrowers are required to have a minimum 10.0% debt yield to draw additional loan proceeds under the facility. The loan permits partial repayment during its term in connection with property releases for development. In the third quarter of 2013, certain properties securing the loan were approved for condominium development. As a result, the properties were removed from the collateral pool and a minor principal paydown of the loan was required. The loan matures on September 29, 2016, and $143.0 million of the principal balance was swapped to a 3.80% fixed rate for the term of the loan. The loan had a weighted‑average interest rate of 3.35% as of December 31, 2014. The unused portion of this mortgage was $11.3 million as of December 31, 2014. | ||||||||||||||||
On May 10, 2011, we closed a $29.0 million first mortgage financing secured by our office building located at 110 N. Wacker Drive in Chicago, IL. The loan term is coterminous with the expiration of the first term of the existing tenant’s lease. The loan has an interest‑only period through April 2015 and, thereafter, amortizes ratably to $12.0 million through maturity on October 31, 2019. We provided a $7.0 million repayment guarantee for the loan, which is reduced on a dollar for dollar basis during the amortization period. | ||||||||||||||||
Strategic Developments | ||||||||||||||||
On December 5, 2014 we closed on a $65.5 million non-recourse financing for the construction of Three Hughes Landing. The loan bears interest at one-month LIBOR plus 2.35%. The loan has an initial maturity date of December 5, 2017 with two, one-year extension options. | ||||||||||||||||
On November 6, 2014 we closed on a $600.0 million non-recourse construction loan for the Waiea and Anaha Condominium towers bearing interest at one-month LIBOR plus 6.75%. The loan has an initial maturity date of November 6, 2017, with two, one-year extension options. | ||||||||||||||||
On October 3, 2014, we closed on a $37.1 million construction financing for our Hughes Landing Hotel. The loan bears interest at one-month LIBOR plus 2.50%. The loan has an initial maturity of October 2018, with two, one-year extension options. | ||||||||||||||||
On August 6, 2014, we closed on a $69.3 million non-recourse construction financing for the Waterway Hotel bearing interest at one-month LIBOR plus 2.65%. The loan has an initial maturity of August 2018, with a one-year extension option. The development will be a 302-room Westin-branded hotel that will be owned and managed by us. | ||||||||||||||||
On June 30, 2014, we closed on a $143.0 million non-recourse construction financing for two office buildings bearing interest at one-month LIBOR plus 1.90%. The loan has an initial maturity date of June 30, 2018, with a one-year extension option. | ||||||||||||||||
On December 20, 2013, we closed on a $36.6 million non‑recourse loan for the construction of Hughes Landing Retail, a 123,000 square foot retail component of Hughes Landing bearing interest at one-month LIBOR plus 1.95%. The loan has an initial maturity date of December 20, 2016, with two, one–year extension options. | ||||||||||||||||
On November 25, 2013, we closed on a $73.5 million non‑recourse loan for the construction of an eight‑story, Class A, multi‑family project within Hughes Landing called One Lake’s Edge. The loan bears interest at one-month LIBOR plus 2.50% with an initial maturity date of November 25, 2016, with two, one–year extension options. | ||||||||||||||||
Corporate | ||||||||||||||||
On October 2, 2013, we issued $750.0 million in aggregate principal amount of 6.875% Senior Notes due 2021 (the “Senior Notes”) and received approximately $741.3 million of net cash proceeds. Interest is payable semiannually, on April 1 and October 1 of each year starting in April 2014. At any time prior to October 1, 2016, we may redeem up to 35% of the Senior Notes at a price equal to 106.875% using the proceeds from equity offerings. We may redeem all or part of the Senior Notes at any time on or after October 1, 2016 with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non‑investment grade senior notes and have no maintenance covenants. | ||||||||||||||||
INCOME_TAXESK
INCOME TAXES-K | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES | |||||||||||
INCOME TAXES | NOTE 9 INCOME TAXES | ||||||||||
The provision for (benefit from) income taxes for the years ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Current | $ | -2,050 | $ | 1,218 | $ | 2,439 | |||||
Deferred | 65,010 | 8,352 | 4,448 | ||||||||
Total | $ | 62,960 | $ | 9,570 | $ | 6,887 | |||||
Income tax expense is computed by applying the Federal corporate tax rate for the years ended December 31, 2014, 2013 and 2012 and is reconciled to the provision for income taxes as follows: | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Tax at statutory rate on earnings from continuing operations before income taxes | $ | 13,800 | $ | -22,477 | $ | -42,490 | |||||
Increase (decrease) in valuation allowance, net | 5,602 | -88,826 | -32,172 | ||||||||
State income taxes, net of Federal income tax benefit | 1,320 | 1,562 | 1,328 | ||||||||
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes | -512 | -2,648 | -3,087 | ||||||||
Tax expense (benefit) from change in rates and other permanent differences | -12,193 | 4,339 | 13,908 | ||||||||
Set up deferred tax liability related to captive REIT | -1,068 | 53,973 | - | ||||||||
Non-deductible warrant liability loss | 21,182 | 63,695 | 65,311 | ||||||||
Non-taxable interest income | 18,373 | -363 | -2,863 | ||||||||
Uncertain tax position expense, excluding interest | 2,395 | -1,034 | 1,765 | ||||||||
Uncertain tax position interest, net of Federal income tax benefit | 14,061 | 1,349 | 5,187 | ||||||||
Income tax expense | $ | 62,960 | $ | 9,570 | $ | 6,887 | |||||
Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our net operating loss carry‑forwards are currently scheduled to expire in subsequent years through 2034. Some of the net operating loss carry‑forward amounts are subject to the separate return limitation year rules (“SRLY”). It is possible that we could, in the future, experience a change in control pursuant to Section 382 that could put limits on the benefit of deferred tax assets. On February 27, 2012, we entered into a Section 382 Rights Agreement, with a three year term, to protect us from such an event and protect our deferred tax assets. On February 26, 2015, the Board of Directors extended the term of the Section 382 Rights Agreement to March 14, 2018. The extension is subject to approval by our stockholders. | |||||||||||
As of December 31, 2014, the amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes are as follows: | |||||||||||
Expiration | |||||||||||
Amount | Date | ||||||||||
(In thousands) | |||||||||||
Net operating loss carryforwards - Federal | $ | 109,096 | 2024-2034 | ||||||||
Net operating loss carryforwards - State | 138,221 | 2015-2034 | |||||||||
Capital loss carryfoward | 26,345 | 2018-2019 | |||||||||
Tax credit carryforwards - Federal AMT | 1,955 | n/a | |||||||||
As of December 31, 2014 and 2013, we had gross deferred tax assets totaling $335.7 million and $336.6 million, and gross deferred tax liabilities of $379.7 million and $413.4 million, respectively. We have established a valuation allowance in the amount of $18.2 million and $12.6 million as of December 31, 2014 and 2013, respectively, against certain deferred tax assets for which it is more likely than not that such deferred tax assets will not be realized. | |||||||||||
Deferred tax assets related to our investment in Head Acquisition, LP in the amount of $76.4 million that we previously believed had only a remote possibility of realization were recorded in 2012 due to tax planning that made realization possible. Due to the uncertainty that the tax planning would result in the realization of the deferred tax asset we established a 100% valuation allowance. During the fourth quarter 2013, the tax planning was successfully implemented and over 90% of the deferred tax asset was realized and the remaining amount will likely be realized in future years; therefore, we determined that is was appropriate to release the entire valuation allowance in 2013. | |||||||||||
The tax effects of temporary differences and carry‑forwards included in the net deferred tax liabilities at December 31, 2014 and 2013 are summarized as follows: | |||||||||||
2014 | 2013 | ||||||||||
(In thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities | $ | 201,303 | $ | 201,993 | |||||||
Interest deduction carryforwards | 80,520 | 85,671 | |||||||||
Operating loss and tax credit carryforwards | 53,851 | 48,971 | |||||||||
Total deferred tax assets | 335,674 | 336,635 | |||||||||
Valuation allowance | -18,218 | -12,624 | |||||||||
Total net deferred tax assets | $ | 317,456 | $ | 324,011 | |||||||
Deferred tax liabilities: | |||||||||||
Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs | $ | -212,093 | $ | -137,930 | |||||||
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities | -47,355 | -48,007 | |||||||||
Deferred income | -120,213 | -227,439 | |||||||||
Total deferred tax liabilities | -379,661 | -413,376 | |||||||||
Net deferred tax liabilities | $ | -62,205 | $ | -89,365 | |||||||
The deferred tax liability associated with the Master Planned Communities is largely attributable to the difference between the basis and value determined as of the date of the acquisition by our predecessors of The Rouse Company (“TRC”) in 2004 adjusted for sales that have occurred since that time. The cash cost related to this deferred tax liability is dependent upon the sales price of future land sales and the method of accounting used for income tax purposes. The deferred tax liability related to deferred income is the difference between the income tax method of accounting and the financial statement method of accounting for prior sales of land in our Master Planned Communities. | |||||||||||
One of our consolidated entities, Victoria Ward, Limited, elected to be taxed as a REIT and intended to continue to operate so as to qualify as a REIT going forward. Consequently, deferred taxes were not recorded on book and tax basis differences of Victoria Ward, Limited as it was believed these differences would ultimately be realized with no taxes due. In connection with the planned condominium development of Victoria Ward, the Company determined that it was likely to revoke its REIT election and consequently, the Company believed that the book and tax basis differences in the land and buildings of Victoria Ward, Limited would be realized after such time REIT status is revoked and would then be taxed at the applicable corporate tax rates. As a result of these events, deferred tax liabilities of $48.0 million were recorded in 2013 due to the excess book over tax basis relating to land and buildings and reduced to $46.9 million as of December 31, 2014. As planned, the Company revoked its REIT election effective January 1, 2015. | |||||||||||
Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns. In our opinion, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2010 through 2014. | |||||||||||
Two of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by General Growth Properties (“GGP”), and in connection therewith, GGP provided us with an indemnity against certain potential tax liabilities. Pursuant to the Tax Matters Agreement with GGP, GGP had indemnified us from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which we become subject (the “Tax Indemnity”), in each case solely to the extent directly attributable to certain taxes related to sales of certain assets in our Master Planned Communities segment prior to March 31, 2010 (“MPC Taxes”), in an amount up to $303.8 million, plus interest and penalties related to these amounts (the “Indemnity Cap”) so long as GGP controlled the action in the United States Tax Court (the “Tax Court”) related to the dispute with the IRS. | |||||||||||
On May 6, 2011, GGP filed Tax Court petitions on behalf of the two former REIT subsidiaries of GGP seeking a redetermination of federal income tax for the years 2007 and 2008. The petitions seek to overturn determinations by the IRS that the taxpayers were liable for combined deficiencies totaling $144.1 million. The case was heard by the Tax Court in November 2012 and filed their ruling in favor of the IRS on June 2, 2014. | |||||||||||
In December 2014, we entered into a tax indemnity and mutual release agreement with GGP (the “Settlement Agreement”) pursuant to which, in consideration of the full satisfaction of GGP’s obligation for reimbursement of taxes related to certain assets in our Master Planned Communities segment prior to March 31, 2010, and interest, GGP (i) made a cash payment to us in the amount of $138.0 million and (ii) conveyed to us fee simple interest in six office properties and related parking garages located in Columbia, Maryland, known as 10-60 Columbia Corporate Center, for an agreed upon total value of $130.0 million. Under the Settlement Agreement, the Company now controls the Tax Matter, including the right to decide whether to appeal the decision. On December 15, 2014, the Company paid the MPC Taxes and filed an appeal of the decision to the Fifth Circuit Court of Appeals. The appeal seeks to overturn the decision and allow the Company to continue to use its current method of tax accounting for the sale of assets in the Company’s Master Planned Communities Segment. If the decision stands, we may be required to change our method of tax accounting for certain transactions, which could affect the timing of our future tax payments. We expect the appeal to be heard by the appellate court in 2015. | |||||||||||
As a result of the settlement, we recorded a net $74.0 million non-cash charge representing the difference between the $268.0 million value of the consideration received from GGP and the receivable recorded on our books. When we were spun-off from GGP in 2010, we recognized a receivable from GGP equal to the amount of the indemnity cap. However, the Tax Matters Agreement stipulated that a certain tax asset on our books related to deferred interest deductions be used to reduce GGP’s indemnity obligation to us, when utilized in our tax returns. As a result, we had reduced the indemnity receivable as we utilized the tax asset. Going forward, we now will get 100% of the benefit of the tax asset, which totaled $85.1 million before netting against an unrecognized tax benefit per ASU 2013-11 (described below), at December 31, 2014. We also could recover approximately $60 million of cash interest paid to the U.S. Government if we prevail on appeal. | |||||||||||
We apply the generally accepted accounting principle related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. | |||||||||||
In 2014, we adopted the guidance in ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The impact of adoption on the financial statements in 2014 is a reclassification of $39.0 million between Deferred tax assets and Uncertain tax position liability and $2.5 million between Income tax receivable and Uncertain tax position liability. | |||||||||||
We recognize and report interest and penalties, if applicable, within our provision for income tax expense. We recognized potential interest expense related to the unrecognized tax benefits of $21.6 million, $2.1 million and $8.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, we had total unrecognized tax benefits of $184.2 million, excluding interest of $60.3 million, of which none would impact our effective tax rate. At December 31, 2013 and 2012, we had total unrecognized tax benefits of $90.5 million and $95.9 million, respectively, excluding interest, of which none would impact our effective tax rate. A reconciliation of the change in our unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Unrecognized tax benefits, opening balance | $ | 90,532 | $ | 95,917 | $ | 101,408 | |||||
Gross increases - tax positions in prior period | 93,668 | 9,162 | 841 | ||||||||
Gross decreases - tax positions in prior periods | - | -14,547 | -6,332 | ||||||||
Unrecognized tax benefits, ending balance | $ | 184,200 | $ | 90,532 | $ | 95,917 | |||||
Periodically we make payments to taxing jurisdictions which reduce our uncertain tax benefits, but are not included in the reconciliation above, as the position is not yet settled. The amount of payments that reduced our uncertain tax benefits was $144.1 million at December 31, 2014 and zero at December 31, 2013 and 2012, respectively. | |||||||||||
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 materially change from those recorded at December 31, 2014. As of December 31, 2014, there is approximately $184.2 million of unrecognized tax benefits, excluding accrued interest, which due to the reasons above, could significantly increase or decrease during the next twelve months. | |||||||||||
COMMITMENTS_AND_CONTINGENCIESK
COMMITMENTS AND CONTINGENCIES-K | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 10 COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
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. | ||||||||||||||||||||||||
We had outstanding letters of credit and surety bonds totaling $53.7 million and $58.7 million as of December 31, 2014 and 2013, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. | ||||||||||||||||||||||||
We lease land or buildings at certain properties from third parties. Rental payments are expensed as incurred and have, to the extent applicable, been straight‑lined over the term of the lease. Contractual rental expense, including participation rent, was $7.3 million, $6.3 million and $5.4 million for 2014, 2013 and 2012, respectively. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount, was not significant. | ||||||||||||||||||||||||
Our obligations for minimum rentals under non-cancelable operating leases are as follows: | ||||||||||||||||||||||||
Subsequent | ||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | / Other | Total | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Ground lease and other leasing commitments | $ | 8,151 | $ | 9,308 | $ | 9,687 | $ | 7,717 | $ | 7,933 | $ | 329,233 | $ | 372,029 | ||||||||||
South Street Seaport | ||||||||||||||||||||||||
On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including our options to extend. The rent escalates at 3.0% compounded annually. On July 1, 2018 the base rent will be adjusted to the higher of the fair market value or the then base rent. In addition to the annual base rent of $1.2 million, we are required to make annual payments of $210,000 as additional rent through the term of the lease. The additional rent escalates annually at the Consumer Price Index. We are entitled to a total rent credit of $1.5 million, to be taken monthly over a 30-month period. Simultaneously with the execution of the lease, we executed a completion guaranty for the redevelopment of Pier 17. The completion guaranty requires us to perform certain obligations under the lease, including the commencement of construction by October 1, 2013 with a scheduled completion date in 2017. | ||||||||||||||||||||||||
In the fourth quarter of 2012, the Uplands portion of South Street Seaport suffered damage due to flooding as a result of Superstorm Sandy. Reconstruction efforts are ongoing and the property is only partially operating. We have received $47.6 million in insurance proceeds through December 31, 2014 related to our claim. We have recognized a total of $36.8 million in Other income to date, including $24.6 million during the year ended December 31, 2014. We believe that our insurance will reimburse substantially all of the costs of repairing the property and will also compensate us for substantially all lost income resulting from the storm. | ||||||||||||||||||||||||
OTHER_ASSETS_AND_LIABILITIESK
OTHER ASSETS AND LIABILITIES-K | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
OTHER ASSETS AND LIABILITIES | ||||||||||
OTHER ASSETS AND LIABILITIES | NOTE 11 OTHER ASSETS AND LIABILITIES | |||||||||
The following table summarizes the significant components of Prepaid expenses and other assets: | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
(In thousands) | ||||||||||
Special Improvement District receivable | $ | 33,318 | $ | 39,688 | ||||||
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively | 20,284 | 21,978 | ||||||||
Tenant incentives and other receivables | 14,264 | 6,757 | ||||||||
Federal income tax receivable | 8,629 | 6,053 | ||||||||
Prepaid expenses | 9,196 | 4,744 | ||||||||
Below-market ground leases (Note 12) | 19,663 | 20,002 | ||||||||
Condominium deposits | 151,592 | 12,405 | ||||||||
Security and escrow deposits | 9,829 | 28,082 | ||||||||
Above-market tenant leases (Note 12) | 4,656 | 1,095 | ||||||||
Uncertain tax position asset | 383 | 13,528 | ||||||||
In-place leases (Note 12) | 32,715 | 9,306 | ||||||||
Intangibles | 3,593 | 3,714 | ||||||||
Other | 2,014 | 6,588 | ||||||||
$ | 310,136 | $ | 173,940 | |||||||
The $136.2 million increase as of December 31, 2014 compared to 2013 primarily relates to a $139.2 million increase in condominium deposits at Ward Village, $23.4 million increase in acquired in-place leases primarily attributable to our acquisition of the 10-60 Columbia Corporate Center buildings and 1701 Lake Robbins in 2014 and $7.5 million increase in tenant incentives and other receivables primarily relating to newly executed leases at Downtown Summerlin and Outlet Collection at Riverwalk. These increases are offset by a decrease of $18.3 million in security and escrow deposits primarily related to our acquisition of 80 South Street and $13.1 million decrease in uncertain tax position related to a tax benefit for the interest paid to the Internal Revenue Service related to the Tax Court Ruling. | ||||||||||
The following table summarizes the significant components of Accounts payable and accrued expenses: | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
(In thousands) | ||||||||||
Construction payables | $ | 170,935 | $ | 106,741 | ||||||
Accounts payable and accrued expenses | 34,154 | 44,798 | ||||||||
Condominium deposits | 82,150 | 12,405 | ||||||||
Membership deposits | 21,023 | 19,665 | ||||||||
Above-market ground leases (Note 12) | 2,272 | 2,431 | ||||||||
Deferred income | 65,675 | 26,328 | ||||||||
Accrued interest | 14,791 | 17,463 | ||||||||
Accrued real estate taxes | 9,903 | 8,581 | ||||||||
Tenant and other deposits | 12,756 | 9,490 | ||||||||
Accrued payroll and other employee liabilities | 25,838 | 15,666 | ||||||||
Interest rate swaps | 3,144 | 4,164 | ||||||||
Special Assessment | 2,326 | 2,603 | ||||||||
Other | 21,050 | 13,656 | ||||||||
$ | 466,017 | $ | 283,991 | |||||||
The $182.0 million increase as of December 31, 2014 compared to 2013 is primarily due to the increase of $69.7 million in condominium deposits for the two new market rate towers at Ward Village, a $64.2 million increase in construction payables primarily due to increased development activities at Downtown Summerlin, Ward Village, and the Outlet Collection at Riverwalk, $46.7 million increase in deferred income primarily due to increased land sales and the deferral of a portion of the income for post‑sale land development obligations at our Summerlin MPC, and $10.2 million increase in accrued payroll and other employee liabilities due to increased headcount and compensation costs. These increases are offset by a $3.8 million decrease in membership deposits at the Club at Carlton Woods. | ||||||||||
INTANGIBLESK
INTANGIBLES-K | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INTANGIBLES | |||||||||||
INTANGIBLES | NOTE 12 INTANGIBLES | ||||||||||
Intangible Assets and Liabilities | |||||||||||
The following table summarizes our intangible assets and liabilities: | |||||||||||
Gross | Accumulated | Net | |||||||||
Asset | (Amortization) | Carrying | |||||||||
(Liability) | / Accretion | Amount | |||||||||
(In thousands) | |||||||||||
As of December 31, 2014 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 39,634 | $ | -6,919 | $ | 32,715 | |||||
Above-market | 5,342 | -686 | 4,656 | ||||||||
Below-market | -6,184 | 296 | -5,888 | ||||||||
Ground leases: | |||||||||||
Above-market | -3,545 | 1,273 | -2,272 | ||||||||
Below-market | 23,096 | -3,433 | 19,663 | ||||||||
As of December 31, 2013 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 14,633 | $ | -5,327 | $ | 9,306 | |||||
Above-market | 1,596 | -501 | 1,095 | ||||||||
Below-market | -482 | 150 | -332 | ||||||||
Ground leases: | |||||||||||
Above-market | -3,546 | 1,115 | -2,431 | ||||||||
Below-market | 23,096 | -3,094 | 20,002 | ||||||||
The tenant in-place, above-market and below-market lease intangible assets and the above-market and below-market ground lease intangible assets resulted from real estate acquisitions. The in‑place value of tenant leases are included in Prepaid expenses and other assets in our Consolidated Balance Sheets and are amortized over periods that approximate the related lease terms. The above‑market and below‑market tenant and ground leases are included in Prepaid expenses and other assets and Accounts payable and accrued expenses as detailed in Note 11 – Other Assets and Other Liabilities and are amortized over the remaining non‑cancelable terms of the respective leases. | |||||||||||
Amortization/accretion of these intangible assets and liabilities decreased our income (excluding the impact of noncontrolling interest and the provision for income taxes) by $1.8 million in 2014, $3.1 million in 2013 and $2.5 million in 2012. | |||||||||||
Future amortization/accretion is estimated to decrease income (excluding the impact of noncontrolling interest and the provision for income taxes) by $10.6 million in 2015, $7.6 million in 2016, $5.6 million in 2017, $3.7 million in 2018, $2.7 million in 2019, and $18.7 million thereafter. | |||||||||||
DERIVATIVE_INSTRUMENTS_AND_HED
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES-K | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 13 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||||||||
We are exposed to interest rate risk related to our variable interest rate debt, and we manage this risk by utilizing interest rate derivatives. Our objectives in using interest rate derivatives are to add stability to interest costs by reducing our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company’s fixed‑rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up‑front premium. | ||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2014, 2013 and 2012, the ineffective portion recorded in earnings was insignificant. | ||||||||||||||||
As of December 31, 2014 and 2013, we had gross notional amounts of $172.0 million for interest rate swaps and a $100.0 million interest rate cap that were designated as cash flow hedges of interest rate risk. The fair value of the interest rate cap derivative was insignificant. | ||||||||||||||||
If the interest rate swap agreements are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. | ||||||||||||||||
Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable‑rate debt. Over the next 12 months, we estimate that an additional $1.8 million will be reclassified to interest expense. | ||||||||||||||||
The table below presents the fair value of our derivative financial instruments which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheets: | ||||||||||||||||
As of December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Interest rate swaps | $ | 3,144 | $ | 4,164 | ||||||||||||
Total derivatives designated as hedging instruments | $ | 3,144 | $ | 4,164 | ||||||||||||
The tables below present the effect of our derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Year Ended December 31, | Year Ended December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Location of Loss | Amount of Loss | Amount of Loss | ||||||||||||||
Amount of Loss | Amount of Gain | Reclassified from | Reclassified from | Reclassified from | ||||||||||||
Cash Flow Hedges | Recognized in OCI | Recognized in OCI | AOCI into Earnings | AOCI into Earnings | AOCI into Earnings | |||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Interest rate swaps | $ | -1,192 | $ | 1,306 | Interest expense | $ | -2,195 | $ | -1,236 | |||||||
$ | -1,192 | $ | 1,306 | $ | -2,195 | $ | -1,236 | |||||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)-K | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||
The following table summarizes AOCI: | |||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) | |||||||||||
Gains and (Losses) on Cash Flow Hedges | |||||||||||
(In Thousands) | |||||||||||
For the Year Ended | |||||||||||
December 31, 2014 | |||||||||||
Balance as of January 1, 2014 | $ | -8,222 | |||||||||
Other comprehensive income (loss) before reclassifications | -1,685 | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 2,195 | ||||||||||
Net current-period other comprehensive income | 510 | ||||||||||
Balance as of December 31, 2014 | $ | -7,712 | |||||||||
For the Year Ended | |||||||||||
December 31, 2013 | |||||||||||
Balance as of January 1, 2013 | $ | -9,575 | |||||||||
Other comprehensive income (loss) before reclassifications | 117 | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 1,236 | ||||||||||
Net current-period other comprehensive income | 1,353 | ||||||||||
Balance as of December 31, 2013 | $ | -8,222 | |||||||||
(a) | All amounts are net of tax. | ||||||||||
The following table summarizes the amounts reclassified out of AOCI: | |||||||||||
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | |||||||||||
(In thousands) | |||||||||||
Amounts reclassified from | |||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||
Accumulated Other Comprehensive | Affected line item in the | For the Year Ended | For the Year Ended | ||||||||
Income Components | Statement of Operations | December 31, 2014 | December 31, 2013 | ||||||||
Gains and losses on cash flow hedges | |||||||||||
Interest rate swaps | Interest expense | $ | -2,502 | $ | -967 | ||||||
Provision for income taxes | 307 | -269 | |||||||||
Total reclassifications for the period | Net of tax | $ | -2,195 | $ | -1,236 | ||||||
STOCKBASED_PLANSK
STOCK-BASED PLANS-K | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
STOCK-BASED PLANS | |||||||||||||
STOCK-BASED PLANS | NOTE 15 STOCK BASED PLANS | ||||||||||||
On November 9, 2010 (the “Effective Date”), HHC adopted The Howard Hughes Corporation 2010 Equity Incentive Plan (the “Equity Plan”). Pursuant to the Equity Plan, 3,698,050 shares of HHC common stock were reserved for issuance. The Equity Plan provides for grants of options, stock appreciation rights, restricted stock, other stock‑based awards and performance‑based compensation (collectively, “the Awards”). Directors, employees and consultants of HHC and its subsidiaries and affiliates are eligible for awards. The Equity Plan is administered by the Compensation Committee of the Board of Directors (“Committee”). Option grant amounts are awarded by the Committee. | |||||||||||||
Compensation cost for share‑based payment arrangements totaled $8.2 million, $5.7 million and $4.3 million for 2014, 2013 and 2012, respectively. As of December 31, 2014, there were a maximum of 2,434,995 shares available for future grant under our various stock plans. | |||||||||||||
Stock Options | |||||||||||||
The following tables summarize stock option activity: | |||||||||||||
Weighted Average | Aggregate | ||||||||||||
Weighted Average | Remaining | Intrinsic | |||||||||||
Shares | Exercise Price | Contractual Term | Value | ||||||||||
(In years) | |||||||||||||
Stock options outstanding at January 1, 2012 | 712,640 | $ | 57.72 | ||||||||||
Granted | 200,000 | 64.19 | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | -50,700 | 58.62 | |||||||||||
Expired | - | - | |||||||||||
Stock options outstanding at December 31, 2012 | 861,940 | $ | 59.17 | ||||||||||
Granted | 132,100 | 99.38 | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | -28,600 | 62.40 | |||||||||||
Expired | - | - | |||||||||||
Stock options outstanding at December 31, 2013 | 965,440 | $ | 64.57 | ||||||||||
Granted | 116,500 | 144.26 | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | -35,450 | 87.45 | |||||||||||
Expired | - | - | |||||||||||
Stock options outstanding at December 31, 2014 | 1,046,490 | $ | 72.61 | 7.0 | $ | 61,986,678 | |||||||
Stock options exercisable at December 31, 2014 | 400 | $ | 57.77 | 2.5 | $ | 29,060 | |||||||
Remaining unvested options outstanding and expected to vest | 1,024,077 | $ | 72.33 | 7.0 | $ | 60,907,525 | |||||||
Information related to stock options outstanding as of December 31, 2014 is summarized below: | |||||||||||||
Weighted Average | |||||||||||||
Number | Weighted Average | Remaining | Number | ||||||||||
Range of Exercise Prices | Outstanding | Exercise Price | Contractual Term | Exercisable | |||||||||
(In years) | |||||||||||||
$46.49 - $55.82 | 63,500 | $ | 51.26 | 6.8 | - | ||||||||
$57.77 - $60.33 | 580,400 | 57.95 | 6.3 | 400 | |||||||||
$61.64 - $69.75 | 170,240 | 66.17 | 7.3 | - | |||||||||
$81.80 - $110.50 | 128,100 | 99.90 | 8.5 | - | |||||||||
$125.09 - $151.72 | 104,250 | 144.17 | 9.4 | - | |||||||||
1,046,490 | $ | 71.02 | 7.0 | 400 | |||||||||
The fair value on the grant date and the significant assumptions used in the Black‑Scholes option‑pricing model are as follows: | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Grant date fair value | $ | 48.65 | $ | 28.04 | $ | 19.33 | |||||||
Expected life of options (in years) | 7.5 | 7.3 | 7.3 | ||||||||||
Risk-free interest rate | 2.2% | 1.8% | 1.4% | ||||||||||
Expected volatility | 25.7% | 22.0% | 25.0% | ||||||||||
Expected annual dividend per share | - | - | - | ||||||||||
The computation of the expected volatility assumption used in the Black‑Scholes calculations is based on the median asset volatility of comparable companies as of each of the grant dates. | |||||||||||||
Generally, options granted vest over requisite service periods or on a graduated scale based on total shareholder returns, expire ten years after the grant date and generally do not become exercisable until their restrictions on exercise lapses after the five –year anniversary of the grant date. For options that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates our stock price on the corresponding vesting dates before applying the Black Scholes model. | |||||||||||||
The balance of unamortized stock option expense as of December 31, 2014 is $12.8 million, which is expected to be recognized over a weighted‑average period of 3.0 years. Expense associated with stock options was $4.3 million, $3.5 million and $3.0 million for the years ended December 31, 2014, 2013 and 2012, respectively, which are included in General and administrative expense in the accompanying Consolidated Statements of Operations. | |||||||||||||
Restricted Stock | |||||||||||||
Restricted stock awards issued under the Equity Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Committee. In addition to the granting of restricted stock to certain members of management, we award restricted stock to our non‑employee directors as part of their annual retainer. The management awards vest over five years, and the restriction on the non‑employee director shares lapse in June of each year. Generally, upon termination of employment or directorship, restricted stock units and restricted shares which have not vested are forfeited. | |||||||||||||
The following table summarizes restricted stock activity: | |||||||||||||
Weighted Average | |||||||||||||
Grant Date | |||||||||||||
Shares | Fair Value | ||||||||||||
Restricted stock outstanding at January 1, 2012 | 42,553 | $ | 65.18 | ||||||||||
Granted | 27,933 | 63.86 | |||||||||||
Vested | -12,553 | 59.77 | |||||||||||
Restricted stock outstanding at December 31, 2012 | 57,933 | $ | 65.72 | ||||||||||
Granted | 77,434 | 79.77 | |||||||||||
Vested | -13,033 | 60.15 | |||||||||||
Restricted stock outstanding at December 31, 2013 | 122,334 | $ | 75.21 | ||||||||||
Granted | 61,750 | $ | 126.38 | ||||||||||
Vested | -11,394 | 97.72 | |||||||||||
Restricted stock outstanding at December 31, 2014 | 172,690 | $ | 92.02 | ||||||||||
The grant date fair value of the restricted stock is based on the closing sales price of our common stock on the grant date. For restricted stock awards that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates expected stock value on corresponding vesting dates and then discounts that back to the valuation date. | |||||||||||||
Recognized compensation expense of $3.9 million, $2.2 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in General and administrative expense related to restricted stock awards in the accompanying Consolidated Statements of Operations. The fair value of restricted stock that vested during 2014 was $1.7 million. The balance of unamortized restricted stock expense as of December 31, 2014 was $10.4 million, which is expected to be recognized over a weighted‑average period of 3.33 years. | |||||||||||||
RENTALS_UNDER_OPERATING_LEASES
RENTALS UNDER OPERATING LEASES-K | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
RENTALS UNDER OPERATING LEASES | ||||||
RENTALS UNDER OPERATING LEASES | NOTE 16 RENTALS UNDER OPERATING LEASES | |||||
We receive rental income from the leasing of retail, office, multi-family and other space under operating leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers. The minimum future rentals based on operating leases of our consolidated properties held as of December 31, 2014 are as follows: | ||||||
Total | ||||||
Minimum | ||||||
Year | Rent | |||||
(In thousands) | ||||||
2015 | $ | 112,488 | ||||
2016 | 103,487 | |||||
2017 | 96,518 | |||||
2018 | 88,816 | |||||
2019 | 81,872 | |||||
Subsequent | 309,936 | |||||
Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above-market and below‑market tenant leases. | ||||||
Percentage rent in lieu of fixed minimum rent recognized from tenants for the years ended December 31, 2014, 2013 and 2012 was $2.9 million, $2.2 million and $3.8 million, respectively. | ||||||
Overage rent of approximately $2.4 million, $2.6 million, and $2.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, are included in Other rental and property revenues in our Consolidated Statements of Operations. | ||||||
SEGMENTSK
SEGMENTS-K | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
SEGMENTS | |||||||||||||
SEGMENTS | NOTE 17 SEGMENTS | ||||||||||||
We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. In addition, our segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. We do not distinguish or group our combined operations on a geographic basis. Furthermore, all operations are within the United States. Our reportable segments are as follows: | |||||||||||||
· | Master Planned Communities (“MPCs”) – includes the development and sale of land, in large‑scale, long‑term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Columbia, Maryland. For the year ended December 31, 2014, one commercial land sales buyer represented 11% of revenues of the Company. | ||||||||||||
· | Operating Assets – includes retail, office, and multi-family properties, The Woodlands Resort & Conference Center, The Club at Carlton Woods and other real estate investments. These assets are currently generating revenues, and we believe there is an opportunity to redevelop or reposition certain of these assets to improve operating performance. | ||||||||||||
· | Strategic Developments – includes our condominium projects and all other properties held for development which have no substantial operations. | ||||||||||||
Our segments are managed separately, therefore we use different operating measures to assess operating results and allocate resources among the segments. The one common operating measure used to assess operating results for the business segments is Real Estate Property Earnings Before Taxes (“REP EBT”) which represents the operating revenues of the properties less property operating expenses and adjustments for interest, as further described below. We believe that REP EBT provides useful information about the operating performance of all of our properties. | |||||||||||||
REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, warrant liability gain (loss), loss on settlement of tax indemnity receivable, and the change in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors. | |||||||||||||
Segment operating results are as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Master Planned Communities | |||||||||||||
Land sales | $ | 325,099 | $ | 251,217 | $ | 182,643 | |||||||
Builder price participation | 20,908 | 9,356 | 5,747 | ||||||||||
Minimum rents | 818 | 781 | 576 | ||||||||||
Other land revenues | 16,470 | 13,416 | 18,073 | ||||||||||
Total revenues | 363,295 | 274,770 | 207,039 | ||||||||||
Cost of sales - land | 119,672 | 124,040 | 89,298 | ||||||||||
Land sales operations | 31,932 | 30,826 | 32,817 | ||||||||||
Land sales real estate and business taxes | 9,862 | 7,588 | 7,558 | ||||||||||
Provision for (recovery of) doubtful accounts | -11 | - | - | ||||||||||
Depreciation and amortization | 397 | 32 | 72 | ||||||||||
Interest income | -118 | -16 | -45 | ||||||||||
Interest expense (*) | -19,620 | -18,678 | -14,598 | ||||||||||
Total expenses | 142,114 | 143,792 | 115,102 | ||||||||||
MPC EBT | 221,181 | 130,978 | 91,937 | ||||||||||
Operating Assets | |||||||||||||
Minimum rents | 95,807 | 80,124 | 81,140 | ||||||||||
Tenant recoveries | 28,133 | 20,901 | 23,210 | ||||||||||
Resort and conference center revenues | 37,921 | 39,201 | 39,782 | ||||||||||
Other rental and property revenues | 24,429 | 20,360 | 20,959 | ||||||||||
Total revenues | 186,290 | 160,586 | 165,091 | ||||||||||
Other property operating costs | 62,752 | 61,146 | 60,072 | ||||||||||
Rental property real estate taxes | 14,860 | 12,065 | 11,292 | ||||||||||
Rental property maintenance costs | 8,592 | 7,552 | 8,073 | ||||||||||
Resort and conference center operations | 31,829 | 29,454 | 29,112 | ||||||||||
Provision for doubtful accounts | 1,399 | 835 | 1,335 | ||||||||||
Demolition costs | 6,712 | 2,078 | - | ||||||||||
Development-related marketing costs | 9,770 | 3,462 | - | ||||||||||
Depreciation and amortization | 49,272 | 31,427 | 23,318 | ||||||||||
Interest income | -151 | -135 | -185 | ||||||||||
Interest expense | 17,081 | 19,146 | 16,289 | ||||||||||
Equity in Earnings from Real Estate and Other Affiliates | -2,025 | -3,893 | -3,683 | ||||||||||
Total expenses | 200,091 | 163,137 | 145,623 | ||||||||||
Operating Assets EBT | -13,801 | -2,551 | 19,468 | ||||||||||
Strategic Developments | |||||||||||||
Minimum rents | 609 | 763 | 905 | ||||||||||
Tenant recoveries | 220 | 167 | 141 | ||||||||||
Condominium rights and unit sales | 83,565 | 32,969 | 267 | ||||||||||
Other land revenues | 33 | - | - | ||||||||||
Other rental and property revenues | 553 | 163 | 3,443 | ||||||||||
Total revenues | 84,980 | 34,062 | 4,756 | ||||||||||
Condominium rights and unit cost of sales | 49,995 | 16,572 | 96 | ||||||||||
Other property operating costs | 4,282 | 5,547 | 3,094 | ||||||||||
Real estate taxes | 2,547 | 2,226 | 2,351 | ||||||||||
Rental property maintenance costs | 543 | 531 | 582 | ||||||||||
Provision for (recovery of) doubtful accounts | 16 | - | -111 | ||||||||||
Demolition costs | 22 | - | - | ||||||||||
Development-related marketing costs | 13,013 | 1,449 | - | ||||||||||
Other income, net | -2,373 | -3,609 | - | ||||||||||
Depreciation and amortization | 1,706 | 189 | 225 | ||||||||||
Interest expense (*) | -11,918 | -4,318 | 219 | ||||||||||
Equity in Earnings from Real Estate and Other Affiliates | -21,311 | -10,535 | - | ||||||||||
Total expenses | 36,522 | 8,052 | 6,456 | ||||||||||
Strategic Developments EBT | 48,458 | 26,010 | -1,700 | ||||||||||
REP EBT | $ | 255,838 | $ | 154,437 | $ | 109,705 | |||||||
(*)Negative interest expense amounts are due to interest capitalized in our Master Planned Communities and Strategic Developments segments related to Operating Assets segment debt and the Senior Notes. | |||||||||||||
The following reconciles REP EBT to GAAP‑basis income (loss) before taxes: | |||||||||||||
Year Ended December 31, | |||||||||||||
Reconciliation of REP EBT to GAAP-net income (loss) before taxes | 2014 | 2013 | 2012 | ||||||||||
(In thousands) | |||||||||||||
REP EBT | $ | 255,838 | $ | 154,437 | $ | 109,705 | |||||||
General and administrative | -73,569 | -48,466 | -36,548 | ||||||||||
Corporate interest income/(expense), net | -30,819 | -10,575 | 10,153 | ||||||||||
Warrant liability loss | -60,520 | -181,987 | -185,017 | ||||||||||
Increase (reduction) in tax indemnity receivable | 90 | -1,206 | -20,260 | ||||||||||
Loss on settlement of tax indemnity receivable | -74,095 | - | - | ||||||||||
Corporate other income, net | 27,098 | 25,869 | 2,125 | ||||||||||
Corporate depreciation and amortization | -4,583 | -2,197 | -814 | ||||||||||
Income (loss) before taxes | $ | 39,440 | $ | -64,125 | $ | -120,656 | |||||||
The following reconciles segment revenues to GAAP‑basis consolidated revenues: | |||||||||||||
Year Ended December 31, | |||||||||||||
Reconciliation of Segment Basis Revenues to GAAP Revenues | 2014 | 2013 | 2012 | ||||||||||
(In thousands) | |||||||||||||
Master Planned Communities | $ | 363,295 | $ | 274,770 | $ | 207,039 | |||||||
Operating Assets | 186,290 | 160,586 | 165,091 | ||||||||||
Strategic Developments | 84,980 | 34,062 | 4,756 | ||||||||||
Total revenues | $ | 634,565 | $ | 469,418 | $ | 376,886 | |||||||
The assets by segment and the reconciliation of total segment assets to the total assets in the Consolidated Balance Sheets are summarized as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||
Master Planned Communities | $ | 1,877,043 | $ | 1,760,639 | |||||||||
Operating Assets | 1,934,350 | 1,158,337 | |||||||||||
Strategic Developments | 879,896 | 462,525 | |||||||||||
Total segment assets | 4,691,289 | 3,381,501 | |||||||||||
Corporate and other | 428,642 | 1,186,367 | |||||||||||
Total assets | $ | 5,119,931 | $ | 4,567,868 | |||||||||
A portion of the tax indemnification asset in the amount of $185.7 million was incorrectly included in the Operating Assets segment at December 31, 2013 rather than the Corporate segment. The amounts in the table above at December 31, 2013 have been corrected to appropriately include the entire tax indemnification asset of $320.5 million in the Corporate segment. | |||||||||||||
The increase in the Operating Asset segment asset balance as of December 31, 2014 of $776.0 million compared to 2013 is primarily due to the opening of Downtown Summerlin, $423.7 million; the reopening of The Outlet Collection at Riverwalk, $53.8 million; the acquisitions of 10-60 Columbia Office Properties, $130 million, 85 South Street, $24.4 million and the fee simple interest at 110 Wacker, $12.2 million; the placing in service of Two Hughes Landing, $45.2 million and 3831 Technology Forest Drive, $16.6 million; increased development expenditures at Seaport, $61.0 million; and the completion of the renovation at The Woodlands Resort & Conference Center $52.4 million. | |||||||||||||
The increase in the Strategic Development segment’s asset balance as of December 31, 2014 of $394.1 million compared to December 31, 2013 is primarily due to $151.6 million of buyer deposits collected on the sale of condominium units for both Waiea Condominiums and Anaha Condominiums in Ward Village, the $141.8 million purchase of a land parcel near South Street Seaport, development costs of $78.0 million for the 1725-35 Hughes Landing Boulevard office buildings, $41.6 million for Ward Village, $58.7 million for One Lake’s Edge, $20.3 million for Hughes Landing Retail, $18.8 million for Waterway Square Hotel (Westin), $31.9 million for various other development projects at The Woodlands, $22.2 million in buildings and equipment from the completion of the transformation of the IBM building at Ward Village into an information center and sales gallery, and the reduction of $163.8 million resulting from the transfer of Downtown Summerlin and Two Hughes Landing to the Operating segment. | |||||||||||||
Corporate and other assets as of December 31, 2014 consist primarily of Cash and cash equivalents. The $757.7 million decrease compared to December 31, 2013 is primarily due to cash used to fund the Conroe and Seaport District Assemblage acquisitions, as well as a $65.3 million tax payment made to the IRS as a result of the Tax Court case ruling net of $138.0 million received from GGP in connection with the Settlement Agreement. See Note 9 – Income Taxes. | |||||||||||||
QUARTERLY_FINANCIAL_INFORMATIO
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)-K | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | |||||||||||||
2014 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(In thousands, except share amounts) | ||||||||||||||
Total revenues | $ | 98,653 | $ | 209,631 | $ | 119,228 | $ | 207,053 | ||||||
Operating income | 13,947 | 91,781 | 23,850 | 37,144 | ||||||||||
Net income (loss) | -86,331 | -14,733 | 45,615 | 31,929 | ||||||||||
Net income (loss) attributable to common stockholders | -86,316 | -14,760 | 45,615 | 31,930 | ||||||||||
Earnings (loss) per share: | ||||||||||||||
Basic | -2.19 | -0.37 | 1.16 | 0.81 | ||||||||||
Diluted | -2.19 | -0.37 | 0.48 | (a) | -1.18 | (a) | ||||||||
Weighted average shares outstanding: | ||||||||||||||
Basic | 39,454 | 39,458 | 39,465 | 39,464 | ||||||||||
Diluted | 39,454 | 39,458 | 43,171 | 43,027 | ||||||||||
2013 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(In thousands, except share amounts) | ||||||||||||||
Total revenues | $ | 90,091 | $ | 145,759 | $ | 99,615 | $ | 133,953 | ||||||
Operating income | 9,294 | 47,790 | 10,700 | 43,430 | ||||||||||
Net income (loss) | -23,170 | -76,496 | 7,433 | 18,538 | ||||||||||
Net income (loss) attributable to common stockholders | -23,124 | -76,554 | 7,335 | 18,533 | ||||||||||
Earnings (loss) per share: | ||||||||||||||
Basic | -0.59 | -1.94 | 0.19 | 0.47 | ||||||||||
Diluted | -0.59 | -1.94 | 0.17 | (a) | 0.44 | (a) | ||||||||
Weighted average shares outstanding: | ||||||||||||||
Basic | 39,441 | 39,445 | 39,454 | 39,454 | ||||||||||
Diluted | 39,441 | 39,445 | 42,439 | 42,529 | ||||||||||
a) | Diluted earnings per share includes the impact of warrants, in the money options and restricted stock. Net income was also adjusted for the warrant gain during the period. | |||||||||||||
SCHEDULE_III_REAL_ESTATE_AND_A
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION-K | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||||||
($ in thousands) | Initial Cost (b) | Costs Capitalized | Gross Amounts at | |||||||||||||||||||||||||||||||||
Subsequent | Which Carried at | |||||||||||||||||||||||||||||||||||
to Acquisition (c) | Close of Period (d) | |||||||||||||||||||||||||||||||||||
Buildings | Buildings | Buildings | Date | |||||||||||||||||||||||||||||||||
and | and | and | Accumulated | Date of | Acquired / | |||||||||||||||||||||||||||||||
Name of Center | Location | Encumbrances (a) | Land | Improvements (f) | Land | Improvements (f) | Land | Improvements (e) | Total | Depreciation (f) | Construction | Completed | ||||||||||||||||||||||||
Alameda Plaza | Pocatello, ID | $ | - | $ | 740 | $ | 2,060 | $ | -740 | $ | -1,381 | $ | - | $ | 679 | $ | 679 | $ | - | 2002 | ||||||||||||||||
AllenTowne | Dallas, TX | - | 25,575 | - | -25,575 | 25,475 | - | 25,475 | 25,475 | - | 2006 | |||||||||||||||||||||||||
Anaha Condominiums | Honolulu, HI | - | - | 47,783 | - | - | - | 47,783 | 47,783 | - | — | |||||||||||||||||||||||||
Bridgeland | The Woodlands, TX | 15,884 | 257,222 | - | 157,571 | 3,523 | 414,793 | 3,523 | 418,316 | 599 | 2004 | |||||||||||||||||||||||||
Bridges at Mint Hill | Charlotte, NC | - | - | - | - | 21,097 | - | 21,097 | 21,097 | - | 2007 | |||||||||||||||||||||||||
Century Plaza | Birmingham, AL | - | 3,164 | 28,514 | -3,164 | -24,241 | - | 4,273 | 4,273 | - | 1997 | |||||||||||||||||||||||||
Circle T Ranch and Power Center | Dallas/Fort Worth, TX | - | - | - | - | 40 | - | 40 | 40 | - | 2005 | |||||||||||||||||||||||||
70 Columbia Corporate Center | Howard County, MD | 20,000 | 1,281 | 14,523 | - | 6,256 | 1,281 | 20,779 | 22,060 | 1,612 | 2004 | |||||||||||||||||||||||||
Columbia Office Properties | Howard County, MD | - | 1,575 | 28,447 | 23,404 | 83,493 | 24,979 | 111,940 | 136,919 | 12,517 | 2004 | |||||||||||||||||||||||||
Columbia Regional Building | Howard County, MD | 20,513 | - | 28,865 | - | - | - | 28,865 | 28,865 | 1,206 | 2014 | |||||||||||||||||||||||||
Conroe | Conroe, TX | - | 99,284 | - | - | - | 99,284 | - | 99,284 | - | 2014 | |||||||||||||||||||||||||
Cottonwood Mall | Salt Lake City, UT | - | 7,613 | 42,987 | -7,613 | -22,271 | - | 20,716 | 20,716 | - | 2002 | |||||||||||||||||||||||||
Cottonwood Square | Salt Lake City, UT | - | 1,558 | 4,339 | - | 913 | 1,558 | 5,252 | 6,810 | 1,624 | 2002 | |||||||||||||||||||||||||
Creekside Village Green | The Woodlands, TX | - | - | - | - | 15,054 | - | 15,054 | 15,054 | - | — | |||||||||||||||||||||||||
Downtown Summerlin | Las Vegas, NV | 229,153 | - | - | 17,248 | 339,399 | 17,248 | 339,399 | 356,647 | 2,146 | 2004 | |||||||||||||||||||||||||
Elk Grove Promenade | Elk Grove, CA | - | - | - | - | 8,412 | - | 8,412 | 8,412 | 4 | 2003 | |||||||||||||||||||||||||
Hughes Landing Hotel | The Woodlands, TX | - | - | 6,752 | - | - | - | 6,752 | 6,752 | - | — | |||||||||||||||||||||||||
Hughes Landing Retail | The Woodlands, TX | 17,424 | - | - | - | 26,320 | - | 26,320 | 26,320 | - | — | |||||||||||||||||||||||||
One Hughes Landing | The Woodlands, TX | 52,000 | - | - | 1,678 | 35,062 | 1,678 | 35,062 | 36,741 | 1,626 | 2012 | |||||||||||||||||||||||||
Two Hughes Landing | The Woodlands, TX | 19,992 | - | - | 2,109 | 34,941 | 2,109 | 34,941 | 37,050 | 296 | — | |||||||||||||||||||||||||
Three Hughes Landing | The Woodlands, TX | - | - | 13,008 | - | - | - | 13,008 | 13,008 | - | — | |||||||||||||||||||||||||
1725-35 Hughes Landing Boulevard | The Woodlands, TX | 47,513 | - | - | - | 84,599 | - | 84,599 | 84,599 | - | — | |||||||||||||||||||||||||
Kendall Town Center | Miami, FL | - | - | - | - | 18,579 | - | 18,579 | 18,579 | - | 2004 | |||||||||||||||||||||||||
1701 Lake Robbins | The Woodlands, TX | 4,600 | 1,663 | 3,725 | - | - | 1,663 | 3,725 | 5,388 | 39 | 2014 | |||||||||||||||||||||||||
2201 Lake Woodlands Drive | The Woodlands, TX | - | 3,755 | - | - | - | 3,755 | - | 3,755 | - | 2011 | |||||||||||||||||||||||||
One Lake's Edge | The Woodlands, TX | 40,787 | - | - | - | 64,800 | - | 64,800 | 64,800 | - | — | |||||||||||||||||||||||||
Lakemoor (Volo) Land | Volo, IL | - | 320 | - | -320 | 321 | - | 321 | 321 | - | 1995 | |||||||||||||||||||||||||
Landmark Mall | Alexandria, VA | - | 28,396 | 67,235 | -19,408 | -37,427 | 8,988 | 29,808 | 38,796 | 8,118 | 2003 | |||||||||||||||||||||||||
Maryland Communities | Howard County, MD | - | 457,552 | - | -397,669 | 6,854 | 59,883 | 6,854 | 66,738 | 106 | 2004 | |||||||||||||||||||||||||
Millennium Waterway Apartments | The Woodlands, TX | 55,584 | 15,917 | 56,002 | - | - | 15,917 | 56,002 | 71,919 | 5,810 | 2012 | |||||||||||||||||||||||||
9303 New Trails | The Woodlands, TX | 13,074 | 1,929 | 11,915 | - | 1,959 | 1,929 | 13,874 | 15,803 | 1,513 | 2011 | |||||||||||||||||||||||||
110 N. Wacker | Chicago, IL | 29,000 | - | 29,035 | 12,249 | 5,461 | 12,249 | 34,496 | 46,745 | 13,366 | 1997 | |||||||||||||||||||||||||
Outlet Collection at Riverwalk | New Orleans, LA | 47,118 | - | 94,513 | - | -1,896 | - | 92,617 | 92,617 | 4,391 | 2004 | |||||||||||||||||||||||||
Park West | Peoria, AZ | - | 16,526 | 77,548 | 1,201 | 925 | 17,727 | 78,473 | 96,199 | 20,224 | 2008 | |||||||||||||||||||||||||
80 South Street | New York, NY | - | - | 144,015 | - | - | - | 144,015 | 144,015 | - | ||||||||||||||||||||||||||
South Street Seaport | New York, NY | - | - | 7,884 | 15,913 | 100,630 | 15,913 | 108,514 | 124,427 | 520 | 2004 | |||||||||||||||||||||||||
Summerlin | Las Vegas, NV | 22,389 | 990,179 | - | -128,520 | 987 | 861,659 | 987 | 862,646 | 440 | 2004 | |||||||||||||||||||||||||
3831 Technology Forest | The Woodlands, TX | - | 514 | 14,194 | - | - | 514 | 14,194 | 14,708 | - | 21 | 2014 | ||||||||||||||||||||||||
The Club at Carlton Woods | The Woodlands, TX | - | 13,796 | 457 | 393 | 2,439 | 14,189 | 2,896 | 17,084 | 394 | 2011 | |||||||||||||||||||||||||
The Metropolitan Downtown Columbia | Columbia, MD | - | - | - | - | 1,484 | - | 1,484 | 1,484 | - | — | |||||||||||||||||||||||||
The Woodlands | The Woodlands, TX | 176,663 | 267,996 | 9,814 | -57,180 | 118 | 210,816 | 9,932 | 220,749 | 1,378 | 2011 | |||||||||||||||||||||||||
The Woodlands Parking Garages | The Woodlands, TX | - | 5,857 | - | 689 | 6,303 | 6,546 | 6,303 | 12,848 | 184 | 2011 | |||||||||||||||||||||||||
The Woodlands Resort & Conference Center | The Woodlands, TX | 76,027 | 13,258 | 37,983 | - | 71,345 | 13,258 | 109,328 | 122,586 | 4,022 | 2011 | |||||||||||||||||||||||||
Waiea Condominiums | Honolulu, HI | - | - | 30,555 | - | - | - | 30,555 | 30,555 | - | — | |||||||||||||||||||||||||
Ward Village | Honolulu, HI | 238,716 | 164,007 | 89,321 | -21,157 | 189,259 | 142,850 | 278,580 | 421,430 | 52,551 | 2002 | |||||||||||||||||||||||||
Ward Workforce Housing | Honolulu, HI | - | - | 5,114 | - | - | - | 5,114 | 5,114 | - | — | |||||||||||||||||||||||||
Waterway Garage Retail | The Woodlands, TX | - | 1,342 | 4,255 | -1 | 1,106 | 1,341 | 5,361 | 6,702 | 548 | 2011 | |||||||||||||||||||||||||
3 Waterway Square | The Woodlands, TX | 52,000 | 748 | - | - | 42,214 | 748 | 42,214 | 42,962 | 3,162 | 2012 | |||||||||||||||||||||||||
4 Waterway Square | The Woodlands, TX | 38,289 | 1,430 | 51,553 | - | 6,748 | 1,430 | 58,301 | 59,731 | 7,005 | 2011 | |||||||||||||||||||||||||
Waterway Square Hotel | The Woodlands, TX | - | - | 22,473 | - | - | - | 22,473 | 22,473 | - | — | |||||||||||||||||||||||||
20/25 Waterway Avenue | The Woodlands, TX | 14,330 | 2,346 | 8,871 | - | 617 | 2,346 | 9,488 | 11,834 | 1,101 | 2011 | |||||||||||||||||||||||||
West Windsor | Princeton, NJ | - | - | - | 53 | 23,617 | 53 | 23,617 | 23,670 | - | 2004 | |||||||||||||||||||||||||
1400 Woodloch Forest | The Woodlands, TX | - | - | - | 1,570 | 14,045 | 1,570 | 14,045 | 15,615 | 6,612 | 1981 | |||||||||||||||||||||||||
Corporate | Various | 762,414 | 885 | 1,027 | -885 | 16,336 | - | 17,363 | 17,363 | 4,048 | — | |||||||||||||||||||||||||
Total HHC | $ | 1,993,470 | $ | 2,386,428 | $ | 984,767 | $ | -428,154 | $ | 1,173,515 | $ | 1,958,273 | $ | 2,158,282 | $ | 4,116,556 | $ | 157,182 | ||||||||||||||||||
(a) | See description of mortgages, notes and other debt payable in Note 8 of the Consolidated Financial Statements. | |||||||||||||||||||||||||||||||||||
(b) | Initial cost for constructed malls is cost at end of first complete calendar year subsequent to opening. | |||||||||||||||||||||||||||||||||||
(c) | For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write‑downs. For Master Planned Communities, costs capitalized subsequent to acquisitions are net of land sales. | |||||||||||||||||||||||||||||||||||
(d) | The aggregate cost of land, building and improvements for federal income tax purposes is approximately $3.5 billion. | |||||||||||||||||||||||||||||||||||
(e) | Includes all amounts related to Developments. | |||||||||||||||||||||||||||||||||||
(f) | Depreciation is computed based upon the following estimated lives: | |||||||||||||||||||||||||||||||||||
Years | ||||||||||||||||||||||||||||||||||||
Building and improvements | Oct-45 | |||||||||||||||||||||||||||||||||||
Equipment, tenant improvements and fixtures | 10-May | |||||||||||||||||||||||||||||||||||
Computer hardware and software, and vehicles | 5-Mar | |||||||||||||||||||||||||||||||||||
Reconciliation of Real Estate | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 3,024,833 | $ | 2,746,596 | $ | 2,589,730 | ||||||||||||||||||||||||||||||
Change in Land | 296,147 | 90,124 | 66,889 | |||||||||||||||||||||||||||||||||
Additions | 973,833 | 352,141 | 179,372 | |||||||||||||||||||||||||||||||||
Impairments | - | - | - | |||||||||||||||||||||||||||||||||
Dispositions and write-offs and land and condominium costs of sales | -178,257 | -164,028 | -89,395 | |||||||||||||||||||||||||||||||||
Balance at end of year | $ | 4,116,556 | $ | 3,024,833 | $ | 2,746,596 | ||||||||||||||||||||||||||||||
Reconciliation of Accumulated Depreciation | ||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 111,728 | $ | 112,491 | $ | 91,605 | ||||||||||||||||||||||||||||||
Depreciation Expense | 50,683 | 29,637 | 19,457 | |||||||||||||||||||||||||||||||||
Dispositions and write-offs | -5,229 | -30,400 | 1,429 | |||||||||||||||||||||||||||||||||
Balance at end of year | $ | 157,182 | $ | 111,728 | $ | 112,491 | ||||||||||||||||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)-K | 12 Months Ended | |||||||||||||||
Dec. 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 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), with all intercompany balances eliminated. The presentation includes the accounts of the Company, and those entities in which we have a controlling financial interest. The noncontrolling equity holders’ share of the assets, liabilities and operations are reflected in noncontrolling interests within permanent equity. The company also consolidates certain variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810 (“ASC 810”) Consolidation (see “Real Estate and Other Affiliates” below). Certain amounts in 2012 and 2013 have been reclassified to conform to 2014 presentation. | ||||||||||||||||
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. Estimates and assumptions have been made with respect to revenue recognition accounted for under the percentage of completion method, capitalization of development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, the fair value of warrants, debt and options granted. Actual results could differ from these and other estimates. | ||||||||||||||||
From time to time, we may reassess the strategies for certain buildings and improvements which subsequently cause a reassessment of useful lives. As a result, we recognized an additional $10.8 million, or $0.27 per diluted share, and $1.2 million, or $0.03 per diluted share, in depreciation during the years ended December 31, 2014 and 2013, respectively, due to the change in useful lives of these buildings and improvements. | ||||||||||||||||
Investment in Real Estate | Investment in Real Estate | |||||||||||||||
Master Planned Community Assets, Land, Buildings and Equipment | ||||||||||||||||
Real estate assets are stated at cost less any provisions for impairments. Tenant improvements relating to our operating assets, are capitalized and depreciated over the shorter of their economic lives or the lease term. Maintenance and repair costs are charged to expense when incurred. Expenditures for significant improvements are capitalized. | ||||||||||||||||
We periodically review the estimated useful lives of properties. Depreciation or amortization expense is computed using the straight‑line method based upon the following estimated useful lives: | ||||||||||||||||
Asset Type | Years | |||||||||||||||
Buildings and improvements | 10 - 45 | |||||||||||||||
Equipment, tenant improvements and fixtures | 5 - 10 | |||||||||||||||
Computer hardware and software, and vehicles | 3 - 5 | |||||||||||||||
Developments | ||||||||||||||||
Development costs, which generally include legal and professional fees and other directly‑related third‑party costs associated with specific development properties, are capitalized as part of the property being developed. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are expensed. | ||||||||||||||||
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 and insurance costs incurred during construction periods are also capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with these redevelopments are expensed as incurred. | ||||||||||||||||
Our Developments are made up of the following categories: | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Land & improvements | $ | 164,280 | $ | 194,282 | ||||||||||||
Development costs | 667,228 | 293,874 | ||||||||||||||
Condominium | 82,795 | - | ||||||||||||||
Total Developments | $ | 914,303 | $ | 488,156 | ||||||||||||
Real Estate and Other Affiliates | Real Estate and Other Affiliates | |||||||||||||||
In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operation of real estate assets which are referred to as “Real Estate Affiliates”. These partnerships or joint ventures are typically characterized by a non‑controlling ownership interest with decision making and distribution of expected gains and losses being generally proportionate to the ownership interest. We evaluate these partnerships and joint ventures for consolidation in accordance with ASC 810 Consolidations. | ||||||||||||||||
In accordance with ASC 810, we assess our joint ventures at inception to determine if any meet the qualifications of a variable interest entity (“VIE”). We consider a partnership or joint venture a VIE if: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. | ||||||||||||||||
We also perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810. Under ASC 810, a company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed. | ||||||||||||||||
We account for VIEs for which we are not considered to be the primary beneficiary, but have significant influence, using the equity method and investments in VIEs where we do not have significant influence on the joint venture’s operating and financial policies using the cost method. | ||||||||||||||||
We account for investments in joint ventures where we own a non‑controlling interest using the equity method, and investments in joint ventures where we have virtually no influence on the joint venture’s operating and financial policies, on the cost method. Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings or losses of such Real Estate Affiliates from the date of investment and reduced by distributions received. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. We generally also share in the profit and losses, cash flows and other matters relating to our Real Estate Affiliates in accordance with our respective ownership percentages. For cost method investments, we recognize earnings to the extent of distributions received from such investments. | ||||||||||||||||
Acquisitions of Properties | Acquisitions of Properties | |||||||||||||||
We account for the acquisition of real estate properties constituting a business in accordance with ASC 805 (“ASC 805) Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition. | ||||||||||||||||
The fair-value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, buildings and improvements based on management’s determination of the fair-value of these assets. The “as-if-vacant” values are derived from several sources which primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available. | ||||||||||||||||
The value of acquired intangible assets consisting of in-place and above-market and below-market leases is recorded based on a variety of considerations. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e. real estate taxes, insurance and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value, using a discount rate that reflects the risks associated with the leases acquired, of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below market renewal option periods. | ||||||||||||||||
Impairment | Impairment | |||||||||||||||
We review our real estate assets (including those held by our Real Estate Affiliates), operating assets, land held for development and sale and developments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP related to the impairment or disposal of long‑lived assets requires that if impairment indicators exist and that expected undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision should be recorded. If impaired, the carrying amount of the asset is written down to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return. | ||||||||||||||||
Impairment indicators for our assets or projects within our Master Planned Communities segment are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales. Master Planned Community assets have extended life cycles that may last 20 to 40 years and have few long‑term contractual cash flows. Further, Master Planned Community assets generally have minimal to no residual values because of their liquidating characteristics. Master Planned Community development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value. | ||||||||||||||||
Impairment indicators for our Operating Assets segment are assessed separately for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy, or low occupancy and significant net operating losses. | ||||||||||||||||
Impairment indicators for development costs in our Strategic Developments segment, which are typically costs incurred during the beginning stages of a potential development, and developments in progress are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices and feasibility. | ||||||||||||||||
The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset 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. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset or, for Master Planned Communities, is expensed as a cost of sales when land is sold. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. The impairment will have no impact on cash flow. | ||||||||||||||||
With respect to our investment in Real Estate Affiliates, a series of operating losses of an underlying asset or other factors may indicate that a decrease in value has occurred which is other‑than‑temporary. The investment in each Real Estate Affiliate is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other‑than‑temporary. If the decrease in value of our investment in a Real Estate Affiliate is deemed to be other‑than‑temporary, our investment in such Real Estate Affiliate is reduced to its estimated fair value. In addition to the property‑specific impairment analysis that we perform on the underlying assets of the Real Estate Affiliates’ land held for development and sale and developments owned by such Real Estate Affiliates, we also consider the ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. | ||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||||
Cash and marketable securities consist of highly-liquid investments with maturities at date of purchase of three months or less and are deposited with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high quality institutions in order to minimize concentration of counterparty credit risk. | ||||||||||||||||
Revenue Recognition and Related Matters | Revenue Recognition and Related Matters | |||||||||||||||
Land Sales Revenue | ||||||||||||||||
Revenues from land sales are recognized using the full accrual method at closing, when title has passed to the buyer, adequate consideration for the land has been received and we have no continuing involvement with the property. Revenue that is not recognized under the full accrual method is deferred and recognized when the required obligations are met or using the installment or cost recovery methods. Revenue related to builder price participation rights is recognized as the underlying homes are sold by homebuilders. | ||||||||||||||||
We determine the cost of real estate sold using the relative sales value method. When we sell real estate, the cost of real estate sales includes both costs incurred and estimates of future development costs benefiting the property through completion. Estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, however, the specific identification method is used to determine the cost of sales, including acquired parcels that we do not intend to develop or for which development was complete at the date of acquisition. | ||||||||||||||||
Rental Revenue | ||||||||||||||||
Revenue associated with our operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries and overage rent. | ||||||||||||||||
Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below‑market tenant leases on acquired properties. | ||||||||||||||||
Recoveries from tenants are stipulated in the leases and are generally computed based upon a formula related to real estate taxes, insurance and other real estate operating expenses and are generally recognized as revenues in the period the related costs are incurred. | ||||||||||||||||
Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. | ||||||||||||||||
Condominium Rights and Unit Sales | ||||||||||||||||
Revenue recognition for contracted individual units in a condominium project are accounted for under the percentage of completion method when the following criteria are met: a) construction is beyond a preliminary stage; b) buyer is unable to require a refund of its deposit, except for non‑delivery of the unit; c) sufficient units are sold to assure that it will not revert to a rental property; d) sales prices are collectible; and e) aggregate sales proceeds and costs can be reasonably estimated. Those units that do not meet the criteria use the full accrual method or deposit method which defers revenue recognition until the unit is closed. | ||||||||||||||||
Revenue recognized on the percentage-of-completion method is based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative fair value of the land prior to development. Changes in estimated project costs, impact the amount of revenue and profit recognized on a percentage of completion basis during the period in which they are determined and future periods. | ||||||||||||||||
Resort and Conference Center Revenue | ||||||||||||||||
Revenue for the resort and conference center is recognized as services are performed and primarily represents room rentals and food and beverage sales. | ||||||||||||||||
Other Income | ||||||||||||||||
Other income for the year ended December 31, 2014 primarily relates to a $27.0 million gain on insurance recoveries related to casualty losses at South Street Seaport from Superstorm Sandy and $2.4 million related to the sale of the Redlands Promenade property. | ||||||||||||||||
Other income for the year ended December 31, 2013 includes a $12.2 million gain on insurance recoveries relating to South Street Seaport, an $8.5 million gain recognized on the sale of our Head Acquisition, LP interest, a $4.5 million favorable legal settlement relating to the British Petroleum oil spill in the Gulf of Mexico in 2010, a $1.0 million gain from the sale of Alameda Plaza, a $0.7 million gain on the sale of Parcel D into a joint venture and a $0.6 million gain from the sale of Rio West Mall. | ||||||||||||||||
Accounts Receivable | Accounts Receivable | |||||||||||||||
Accounts receivable includes tenants, tenant recoveries, and other receivables, and straight‑line rent receivables. | ||||||||||||||||
Straight‑line rent receivables represent rental revenues recognized in excess of amounts currently due under lease agreements. Such amounts totaling $13.5 million as of December 31, 2014 and $10.2 million as of December 31, 2013, are included in Accounts receivable, net in our Consolidated Balance Sheets. | ||||||||||||||||
We record allowances against our receivables that we consider uncollectible. These allowances are reviewed periodically and are adjusted based on management’s estimate of receivables that will not be realized in subsequent periods. We also maintain an allowance for receivables arising from the straight‑lining of rents. Management exercises judgment in establishing these allowances and considers payment history, current credit status and if the tenant is currently occupying the space in developing these estimates. The allowance against our straight‑line rent receivable is based on historical experience with early lease terminations, as well as specific review of significant tenants and tenants that are having known financial difficulties. | ||||||||||||||||
The following table summarizes the changes in allowance for doubtful accounts against our accounts receivables: | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands) | ||||||||||||||||
Balance as of January 1 | $ | 7,390 | $ | 8,914 | $ | 8,496 | ||||||||||
Change in provision | 1,404 | 836 | 1,224 | |||||||||||||
Write-offs | -1,175 | -2,360 | -806 | |||||||||||||
Balance as of December 31 | $ | 7,619 | $ | 7,390 | $ | 8,914 | ||||||||||
Municipal Utility District receivables | Municipal Utility District receivables | |||||||||||||||
In Houston, Texas, certain development costs are reimbursable through the creation of Municipal Utility District (“MUDs”, also known as Water Control and Improvement Districts) receivables, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (“TCEQ”). MUDs are formed to provide municipal water, waste water, drainage services, recreational facilities and roads to those areas where they are currently unavailable through the regular city services. Typically, the developer advances funds for the creation of the facilities, which must be designed, bid and constructed in accordance with the City of Houston’s and TCEQ requirements. | ||||||||||||||||
The developer initiates the MUD process by filing the applications for the formation of the MUD, and once the applications have been approved, a board of directors is elected for the MUD and given the authority to issue ad valorem tax bonds and the authority to tax residents. The MUD Board authorizes and approves all MUD development contracts and pay requests. MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. MUD taxes are used to pay the debt service on the bonds and the operating expenses of the MUD. The Company estimates the costs it believes will be eligible for reimbursement as MUD receivables. Our MUD receivables are pledged as security to creditors under the Bridgeland and TWL facilities. MUD receivables are shown net of an allowance of $5.8 and $5.3 million for the years ending December 31, 2014 and 2013, respectively, in the accompanying Consolidated Balance Sheets. | ||||||||||||||||
Notes Receivable | Notes Receivable | |||||||||||||||
Notes receivable include amounts due from builders, primarily at our Summerlin Master Planned Community and a note from General Growth Partners (“GGP”). The GGP note had a balance of $6.7 million and $13.2 million as of December 31, 2014 and 2013, respectively. The GGP note is fully amortizing, carries an interest rate of 4.41%, and cash payments under the note are approximately $6.9 million per year through the end of 2015. Our Summerlin Master Planned Community holds a $20.2 million note from a national homebuilder relating to a 2014 land sale, maturing on November 20, 2015, and bearing interest at 0.39%. | ||||||||||||||||
Also included in Notes receivable are notes receivable from various tenants, net of an allowance for uncollectible notes receivable, of $0.5 million as of December 31, 2014 and $0.4 million as of December 31, 2013. | ||||||||||||||||
We estimate the allowance for uncollectible notes receivable based on our assessment of expected receipts of future cash flows with consideration given to any collateral securing the respective note. | ||||||||||||||||
Income Taxes | Income Taxes | |||||||||||||||
Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates currently in effect. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. | ||||||||||||||||
A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the deferred tax provision. There are events or circumstances that could occur in the future that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense. | ||||||||||||||||
In two of our Master Planned Communities, gains with respect to sales of land for commercial use are reported for tax purposes on the percentage of completion method. Under the percentage of completion method, a gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations. The method used for determining the percentage complete for income tax purposes is different than that used for financial statement purposes. In addition, the same two Master Planned Communities report gains with respect to sales of land for single family residences using the completed contract method. Under the completed contract method, a gain is recognized for tax purposes when 95% of the costs of our contractual obligations are incurred or the contractual obligation is transferred. | ||||||||||||||||
Tax Indemnity Receivable | Tax Indemnity Receivable | |||||||||||||||
As further described in Note 9 - Income Taxes, GGP had indemnified us from and against a portion of taxes related to sales of certain assets in our Master Planned Communities segment as well as any interest or penalties assessed by the Internal Revenue Service that are attributable to those taxes. We recognized a tax indemnity receivable prior to the settlement date, for an amount equal to the indemnified liability we had recorded, including interest and penalties, reduced for our cumulative utilization of certain of our tax assets that contractually limits the amount we can receive pursuant to the Tax Matters Agreement. Interest income related to the tax indemnity receivable was recognized as interest income in our Consolidated Statements of Operations. Reductions to the tax indemnity receivable attributable to a corresponding indemnified liability or recognition of contractual limitations incurred were recorded as Reduction in tax indemnity receivable in our Consolidated Statements of Operations prior to the settlement. | ||||||||||||||||
Deferred Expenses | Deferred Expenses | |||||||||||||||
Deferred expenses consist principally of financing fees and leasing costs. Deferred financing fees are amortized to interest expense over the terms of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method). Deferred leasing costs are amortized to amortization expense using the straight‑line method over periods that approximate the related lease terms. Deferred expenses in our Consolidated Balance Sheets are shown net of accumulated amortization of $13.2 million and $7.2 million as of December 31, 2014 and 2013, respectively. | ||||||||||||||||
Stock Plans | Stock Plans | |||||||||||||||
We apply the provisions of ASC 718 (“ASC 718”) Stock Compensation in our accounting and reporting for stock‑based compensation. ASC 718 requires all share‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under our option plans have grant prices equal to the market price of the Company’s stock on the dates of grant. Compensation cost for restricted stock is determined based on the fair market value of the Company’s stock at the date of grant. | ||||||||||||||||
Earnings Per Share | Earnings Per Share | |||||||||||||||
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) 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 options and nonvested stock issued under stock‑based compensation plans is computed using the “treasury stock” method. The dilutive effect of the Sponsors Warrants and Management Warrants is computed using the if‑converted method. Gains associated with the changes in the fair value of the Sponsors Warrants and Management Warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti‑dilutive. | ||||||||||||||||
Information related to our EPS calculations is summarized as follows: | ||||||||||||||||
Year ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands, except share amounts) | ||||||||||||||||
Basic EPS: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | -23,520 | $ | -73,695 | $ | -127,543 | ||||||||||
Net income attributable to noncontrolling interests | -11 | -95 | -745 | |||||||||||||
Net loss attributable to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares outstanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Diluted EPS: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss attributable to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Less: Warrant liability gain | - | - | - | |||||||||||||
Adjusted net income (loss) available to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares outstanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Warrants | - | - | - | |||||||||||||
Weighted average diluted common shares oustanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Basic loss per share | $ | -0.6 | $ | -1.87 | $ | -3.36 | ||||||||||
Diluted loss per share | $ | -0.6 | $ | -1.87 | $ | -3.36 | ||||||||||
The diluted EPS computations as of December 31, 2014 exclude 1,046,940 stock options, 172,690 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive. | ||||||||||||||||
The diluted EPS computations as of December 31, 2013 exclude 965,440 stock options, 122,334 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive. | ||||||||||||||||
The diluted EPS computations as of December 31, 2012 exclude 861,940 stock options, 57,933 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants, and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive. | ||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | |||||||||||||||
In August, 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-15, “Presentation of Financial Statements — Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Before the issuance of this ASU, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards as specified in the guidance. This ASU becomes effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this ASU to have an impact on the Company’s Consolidated Financial Statements. | ||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU states that entities should recognize revenue to properly depict the transfer of negotiated goods or services to customers in an amount that properly reflects the agreed upon consideration which the entity expects to be exchanged. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. | ||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company has adopted this guidance and there has been no impact from the adoption on the Company’s historical Consolidated Financial Statements because the Company has not had any discontinued operations. | ||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)-K | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Schedule of estimated useful lives | ||||||||||||||||
Asset Type | Years | |||||||||||||||
Buildings and improvements | 10 - 45 | |||||||||||||||
Equipment, tenant improvements and fixtures | 5 - 10 | |||||||||||||||
Computer hardware and software, and vehicles | 3 - 5 | |||||||||||||||
Schedule of categories of developments | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Land & improvements | $ | 164,280 | $ | 194,282 | ||||||||||||
Development costs | 667,228 | 293,874 | ||||||||||||||
Condominium | 82,795 | - | ||||||||||||||
Total Developments | $ | 914,303 | $ | 488,156 | ||||||||||||
Summary of changes in allowance for doubtful accounts against accounts receivables | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands) | ||||||||||||||||
Balance as of January 1 | $ | 7,390 | $ | 8,914 | $ | 8,496 | ||||||||||
Change in provision | 1,404 | 836 | 1,224 | |||||||||||||
Write-offs | -1,175 | -2,360 | -806 | |||||||||||||
Balance as of December 31 | $ | 7,619 | $ | 7,390 | $ | 8,914 | ||||||||||
Summary of information related to the entity's EPS calculations | ||||||||||||||||
Year ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(In thousands, except share amounts) | ||||||||||||||||
Basic EPS: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | -23,520 | $ | -73,695 | $ | -127,543 | ||||||||||
Net income attributable to noncontrolling interests | -11 | -95 | -745 | |||||||||||||
Net loss attributable to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares outstanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Diluted EPS: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss attributable to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Less: Warrant liability gain | - | - | - | |||||||||||||
Adjusted net income (loss) available to common stockholders | $ | -23,531 | $ | -73,790 | $ | -128,288 | ||||||||||
Denominator: | ||||||||||||||||
Weighted average number of common shares outstanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Warrants | - | - | - | |||||||||||||
Weighted average diluted common shares oustanding | 39,464 | 39,449 | 38,127 | |||||||||||||
Basic loss per share | $ | -0.6 | $ | -1.87 | $ | -3.36 | ||||||||||
Diluted loss per share | $ | -0.6 | $ | -1.87 | $ | -3.36 | ||||||||||
REAL_ESTATE_AND_OTHER_AFFILIAT
REAL ESTATE AND OTHER AFFILIATES (Tables)-K | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
REAL ESTATE AND OTHER AFFILIATES | |||||||||||||||||||||
Schedule of information related to investments in real estate and other affiliates | Economic/ Legal Ownership | Carrying Value | Share of Earnings/Dividends | ||||||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2012 | |||||||||||||||
(In percentages) | (In thousands) | ||||||||||||||||||||
Equity Method Investments: | |||||||||||||||||||||
Circle T Ranch and Power Center (a) | 50.00 | % | 50.00 | % | $ | 9,004 | $ | 9,004 | $ | - | $ | - | $ | - | |||||||
Discovery Land (a) | - | - | - | - | - | - | - | ||||||||||||||
Forest View/Timbermill Apartments (b) (c) | - | - | - | - | - | - | 4 | ||||||||||||||
HHMK Development, LLC (a) (d) | 50.00 | % | 50.00 | % | 10 | 13 | 2,120 | 732 | - | ||||||||||||
KR Holdings, LLC (a) (d) | 50.00 | % | 50.00 | % | 9,183 | 19,764 | 19,470 | 9,877 | - | ||||||||||||
Millennium Waterway Apartments (c) (e) | 100.00 | % | 100.00 | % | - | - | - | - | 407 | ||||||||||||
Millennium Woodlands Phase II, LLC (c) (f) | 81.43 | % | 81.43 | % | 1,023 | 2,174 | -1,291 | -74 | - | ||||||||||||
Parcel C (a) (d) | 50.00 | % | 50.00 | % | 8,737 | 5,801 | - | - | - | ||||||||||||
The Metropolitan Downtown Columbia (a) | 50.00 | % | 50.00 | % | 4,800 | 3,461 | - | - | - | ||||||||||||
Stewart Title (c) | 50.00 | % | 50.00 | % | 3,869 | 3,843 | 1,301 | 1,223 | 902 | ||||||||||||
Summerlin Apartments, LLC (a) (d) | 50.00 | % | 50.00 | % | - | - | - | - | - | ||||||||||||
Summerlin Las Vegas Baseball Club (c) (d) | 50.00 | % | 50.00 | % | 10,548 | 10,636 | -88 | -13 | - | ||||||||||||
Woodlands Sarofim #1 (c) | 20.00 | % | 20.00 | % | 2,595 | 2,579 | 175 | 180 | -6 | ||||||||||||
49,769 | 57,275 | 21,687 | 11,925 | 1,307 | |||||||||||||||||
Cost basis investments | 3,917 | 3,746 | 1,649 | 2,503 | 2,376 | ||||||||||||||||
Investment in Real Estate and Other Affiliates | $ | 53,686 | $ | 61,021 | $ | 23,336 | $ | 14,428 | $ | 3,683 | |||||||||||
(a) | Investment included in Strategic Developments segment. | ||||||||||||||||||||
(b) | On April 19, 2012, the joint ventures owning the Forest View and Timbermill Apartments completed their sale to a third party. Our share of the distributable cash, after repayment of debt and transaction expenses, was $8.6 million. | ||||||||||||||||||||
(c) | Investment included in Operating Assets segment. | ||||||||||||||||||||
(d) | Equity method variable interest entities. | ||||||||||||||||||||
(e) | On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property. | ||||||||||||||||||||
(f) | Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. | ||||||||||||||||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)-K | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||
Schedule of assets and liabilities that are measured at fair value on a recurring basis | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Fair Value Measurements Using | Fair Value Measurements Using | |||||||||||||||||||||||||
Quoted Prices | Significant | Quoted Prices | Significant | |||||||||||||||||||||||
in Active | Other | Significant | in Active | Other | Significant | |||||||||||||||||||||
Markets for | Observable | Unobservable | Markets for | Observable | Unobservable | |||||||||||||||||||||
Identical Assets | Inputs | Inputs | Identical Assets | Inputs | Inputs | |||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Cash equivalents | $ | 75,027 | $ | 75,027 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Liabilities: | ||||||||||||||||||||||||||
Warrants | 366,080 | - | - | 366,080 | 305,560 | - | - | 305,560 | ||||||||||||||||||
Interest rate swaps | 3,144 | - | 3,144 | - | 4,164 | - | 4,164 | - | ||||||||||||||||||
Schedule of reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Beginning of year | $ | 305,560 | $ | 123,573 | $ | 127,764 | ||||||||||||||||||||
Warrant liability loss (a) | 60,520 | 181,987 | 185,017 | |||||||||||||||||||||||
Settlements (b) | - | - | -189,208 | |||||||||||||||||||||||
End of year | $ | 366,080 | $ | 305,560 | $ | 123,573 | ||||||||||||||||||||
(a) | All losses during 2014 and 2013, and $73.8 million of the loss during 2012, were unrealized. | |||||||||||||||||||||||||
(b) | Settlements were for $80.5 million in cash and 1,525,272 shares of our common stock. Please refer to Note 3 – Sponsors and Management Warrants. | |||||||||||||||||||||||||
Schedule of significant unobservable input used in the fair value measurement of warrants designated as Level 3 | Unobservable Inputs | |||||||||||||||||||||||||
Fair Value | Valuation Technique | Expected Volatility (a) | Marketability Discount (b) | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Warrants | $ | 366,080 | Option Pricing Valuation Model | 24.50% | 18.0%-20.0% | |||||||||||||||||||||
(a) | Based on our implied equity volatility. | |||||||||||||||||||||||||
(b) | Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 29.0%-30.0% at December 31, 2013. | |||||||||||||||||||||||||
Schedule of estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Fair Value | Carrying | Estimated Fair | Carrying | Estimated Fair | ||||||||||||||||||||||
Hierarchy | Amount | Value | Amount | Value | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 485,424 | $ | 485,424 | $ | 894,948 | $ | 894,948 | |||||||||||||||||
Notes receivable, net (a) | Level 3 | 28,630 | 28,630 | 20,554 | 20,554 | |||||||||||||||||||||
Tax indemnity receivable, including interest | n.a. | - | - | (b) | 320,494 | - | (b) | |||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||
Fixed-rate debt | Level 2 | $ | 1,030,554 | $ | 1,050,333 | $ | 1,004,886 | $ | 1,045,298 | |||||||||||||||||
Variable-rate debt (c) | Level 2 | 962,916 | 962,916 | 509,737 | 509,737 | |||||||||||||||||||||
Total mortgages, notes and loans payable | Level 2 | $ | 1,993,470 | $ | 2,013,249 | $ | 1,514,623 | $ | 1,555,035 | |||||||||||||||||
(a) | Notes receivable is shown net of an allowance of $471 and $426 for the periods ending December 31, 2014 and 2013 respectively. | |||||||||||||||||||||||||
(b) | The tax indemnity receivable was settled with GGP during 2014. In 2013 it was not practicable to estimate the fair value, as the timing and ultimate amount received under the agreement, was highly dependent on numerous future events that could not have been reliably predicted. See Note 9 – Income Taxes for further detail related to these receivables. | |||||||||||||||||||||||||
(c) | $172.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. | |||||||||||||||||||||||||
MORTGAGES_NOTES_AND_LOANS_PAYA1
MORTGAGES, NOTES AND LOANS PAYABLE (Tables)-K | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||||||
Summary of mortgages, notes and loans payable | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Fixed-rate debt: | ||||||||||||||||
Collateralized mortgages, notes and loans payable | $ | 1,008,165 | $ | 971,786 | ||||||||||||
Special Improvement District bonds | 22,389 | 33,100 | ||||||||||||||
Variable-rate debt: | ||||||||||||||||
Collateralized mortgages, notes and loans payable (a) | 962,916 | 509,737 | ||||||||||||||
Total mortgages, notes and loans payable | $ | 1,993,470 | $ | 1,514,623 | ||||||||||||
(a) | As more fully described below, $172.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. | |||||||||||||||
Schedule of mortgages, notes and loans payable by property | Maximum | Carrying Value | ||||||||||||||
Interest | Facility | December 31, | December 31, | |||||||||||||
($ In thousands) | Maturity (a) | Rate | Amount | 2014 | 2013 | |||||||||||
Master Planned Communities | ||||||||||||||||
Bridgeland Land Loan | Jun-22 | 5.50 | % | $ | 15,874 | $ | 18,066 | |||||||||
Bridgeland Development Loan | Jun-15 | 5.00 | % | (b) | $ | 30,000 | 10 | - | ||||||||
Summerlin South SID Bonds - S108 | Dec-16 | 5.95 | % | 563 | 823 | |||||||||||
Summerlin South SID Bonds - S124 | Dec-19 | 5.95 | % | 236 | 285 | |||||||||||
Summerlin South SID Bonds - S128 | Dec-20 | 6.05 | % | 623 | 707 | |||||||||||
Summerlin South SID Bonds - S128C | Dec-30 | 6.05 | % | 5,274 | 5,511 | |||||||||||
Summerlin South SID Bonds - S132 | December 2020 | 6.00 | % | 2,936 | 3,962 | |||||||||||
Summerlin South SID Bonds - S151 | Jun-25 | 6.00 | % | 6,211 | 6,623 | |||||||||||
Summerlin West SID Bonds - S808/S810 | Apr-31 | 6.00 | % | 2,805 | 11,168 | |||||||||||
The Woodlands Master Credit Facility | Aug-18 | 2.91 | % | (b) | 250,000 | 176,663 | 176,663 | |||||||||
Master Planned Communities Total | 211,195 | 223,808 | ||||||||||||||
Operating Assets | ||||||||||||||||
70 Columbia Corporate Center (c) | Jul-19 | 2.41 | % | (b) | 20,000 | 16,287 | ||||||||||
Columbia Regional Building | Mar-18 | 2.16 | % | (b) | 23,008 | 20,513 | 9,207 | |||||||||
Downtown Summerlin | Jul-19 | 2.41 | % | (b) | 311,800 | 229,153 | - | |||||||||
Downtown Summerlin SID Bonds - S108 | Dec-16 | 5.95 | % | 310 | 452 | |||||||||||
Downtown Summerlin SID Bonds - S128 | Dec-30 | 6.05 | % | 3,431 | 3,569 | |||||||||||
One Hughes Landing | December 2029 | 4.30 | % | 52,000 | 19,128 | |||||||||||
Two Hughes Landing | September 2018 | 2.81 | % | (b) | 41,230 | 19,992 | 10 | |||||||||
1701 Lake Robbins | Apr-17 | 5.81 | % | 4,600 | - | |||||||||||
Millennium Waterway Apartments | Jun-22 | 3.75 | % | 55,584 | 55,584 | |||||||||||
110 N. Wacker (d) | Oct-19 | 5.21 | % | (b) | 29,000 | 29,000 | ||||||||||
9303 New Trails | December 2023 | 4.88 | % | 13,074 | 13,398 | |||||||||||
Outlet Collection at Riverwalk | Oct-18 | 2.91 | % | (b) | 64,400 | 47,118 | - | |||||||||
The Woodlands Resort & Conference Center | Feb-19 | 3.66 | % | (b) | 95,000 | 76,027 | 36,100 | |||||||||
Victoria Ward | September 2016 | 3.35 | % | (b) | 250,000 | 238,716 | 238,716 | |||||||||
20/25 Waterway Avenue | May-22 | 4.79 | % | 14,330 | 14,450 | |||||||||||
3 Waterway Square | Aug-28 | 3.94 | % | 52,000 | 52,000 | |||||||||||
4 Waterway Square | Dec-23 | 4.88 | % | 38,289 | 39,237 | |||||||||||
Capital lease obligations | Various | 3.60 | % | 135 | 205 | |||||||||||
Operating Assets Total | 914,272 | 527,343 | ||||||||||||||
Strategic Developments | ||||||||||||||||
1725-35 Hughes Landing Boulevard | Jun-19 | 2.06 | % | (b) | 143,000 | 47,513 | - | |||||||||
Three Hughes Landing | Dec-19 | 2.51 | % | 65,455 | - | - | ||||||||||
Hughes Landing Hotel | Oct-20 | 2.66 | % | 37,100 | - | - | ||||||||||
Hughes Landing Retail | Dec-18 | 2.11 | % | (b) | 36,575 | 17,424 | 913 | |||||||||
One Lake's Edge | November 2018 | 2.66 | % | (b) | 73,525 | 40,787 | - | |||||||||
Waiea and Anaha Condominiums | Nov-19 | 6.91 | % | 600,000 | - | - | ||||||||||
Waterway Square Hotel | Aug-19 | 2.81 | % | (b) | 69,300 | - | - | |||||||||
Strategic Developments Total | 105,724 | 913 | ||||||||||||||
Other Corporate Financing Arrangements | Jun-18 | 3.00 | % | 22,700 | 19,968 | 21,309 | ||||||||||
Senior Notes | Oct-21 | 6.88 | % | 750,000 | 750,000 | |||||||||||
Unamortized underwriting fees | -7,689 | -8,750 | ||||||||||||||
Total mortgages, notes, and loans payable | $ | 1,993,470 | $ | 1,514,623 | ||||||||||||
(a) | Maturity date includes any extension periods which can be exercised at our option. | |||||||||||||||
(b) | The interest rate presented is based on the one month LIBOR rate, as applicable, at December 31, 2014 which was 0.1635%. | |||||||||||||||
(c) | The note we assumed on August 15, 2012 was fully paid with cash on hand on April 15, 2014. On June 30, 2014, we entered into a new $20.0 million mortgage loan at one-month LIBOR plus 2.25%. | |||||||||||||||
(d) | The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. | |||||||||||||||
Schedule of maturities of long-term debt | ||||||||||||||||
Mortgages, notes | ||||||||||||||||
and loans payable | ||||||||||||||||
principal payments | ||||||||||||||||
(In thousands) | ||||||||||||||||
2015 | $ | 7,970 | ||||||||||||||
2016 | 247,655 | |||||||||||||||
2017 | 13,773 | |||||||||||||||
2018 | 348,294 | |||||||||||||||
2019 | 394,996 | |||||||||||||||
Thereafter | 980,782 | |||||||||||||||
Total | $ | 1,993,470 | ||||||||||||||
INCOME_TAXES_TablesK
INCOME TAXES (Tables)-K | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES | |||||||||||
Schedule of provision for (benefit from) income taxes | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Current | $ | -2,050 | $ | 1,218 | $ | 2,439 | |||||
Deferred | 65,010 | 8,352 | 4,448 | ||||||||
Total | $ | 62,960 | $ | 9,570 | $ | 6,887 | |||||
Schedule of reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Tax at statutory rate on earnings from continuing operations before income taxes | $ | 13,800 | $ | -22,477 | $ | -42,490 | |||||
Increase (decrease) in valuation allowance, net | 5,602 | -88,826 | -32,172 | ||||||||
State income taxes, net of Federal income tax benefit | 1,320 | 1,562 | 1,328 | ||||||||
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes | -512 | -2,648 | -3,087 | ||||||||
Tax expense (benefit) from change in rates and other permanent differences | -12,193 | 4,339 | 13,908 | ||||||||
Set up deferred tax liability related to captive REIT | -1,068 | 53,973 | - | ||||||||
Non-deductible warrant liability loss | 21,182 | 63,695 | 65,311 | ||||||||
Non-taxable interest income | 18,373 | -363 | -2,863 | ||||||||
Uncertain tax position expense, excluding interest | 2,395 | -1,034 | 1,765 | ||||||||
Uncertain tax position interest, net of Federal income tax benefit | 14,061 | 1,349 | 5,187 | ||||||||
Income tax expense | $ | 62,960 | $ | 9,570 | $ | 6,887 | |||||
Schedule of amounts and expiration dates of operating loss and tax credit carryforwards | |||||||||||
Expiration | |||||||||||
Amount | Date | ||||||||||
(In thousands) | |||||||||||
Net operating loss carryforwards - Federal | $ | 109,096 | 2024-2034 | ||||||||
Net operating loss carryforwards - State | 138,221 | 2015-2034 | |||||||||
Capital loss carryfoward | 26,345 | 2018-2019 | |||||||||
Tax credit carryforwards - Federal AMT | 1,955 | n/a | |||||||||
Summary of tax effects of temporary differences and carry-forwards included in net deferred tax liabilities | |||||||||||
2014 | 2013 | ||||||||||
(In thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities | $ | 201,303 | $ | 201,993 | |||||||
Interest deduction carryforwards | 80,520 | 85,671 | |||||||||
Operating loss and tax credit carryforwards | 53,851 | 48,971 | |||||||||
Total deferred tax assets | 335,674 | 336,635 | |||||||||
Valuation allowance | -18,218 | -12,624 | |||||||||
Total net deferred tax assets | $ | 317,456 | $ | 324,011 | |||||||
Deferred tax liabilities: | |||||||||||
Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs | $ | -212,093 | $ | -137,930 | |||||||
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities | -47,355 | -48,007 | |||||||||
Deferred income | -120,213 | -227,439 | |||||||||
Total deferred tax liabilities | -379,661 | -413,376 | |||||||||
Net deferred tax liabilities | $ | -62,205 | $ | -89,365 | |||||||
Schedule of reconciliation of Unrecognized Tax Benefits | 2014 | 2013 | 2012 | ||||||||
(In thousands) | |||||||||||
Unrecognized tax benefits, opening balance | $ | 90,532 | $ | 95,917 | $ | 101,408 | |||||
Gross increases - tax positions in prior period | 93,668 | 9,162 | 841 | ||||||||
Gross decreases - tax positions in prior periods | - | -14,547 | -6,332 | ||||||||
Unrecognized tax benefits, ending balance | $ | 184,200 | $ | 90,532 | $ | 95,917 | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables)-K | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||
Summary of contractual obligations relating to the entity's long-term commitments | ||||||||||||||||||||||||
Subsequent | ||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | / Other | Total | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Ground lease and other leasing commitments | $ | 8,151 | $ | 9,308 | $ | 9,687 | $ | 7,717 | $ | 7,933 | $ | 329,233 | $ | 372,029 | ||||||||||
OTHER_ASSETS_AND_LIABILITIES_T
OTHER ASSETS AND LIABILITIES (Tables)-K | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
OTHER ASSETS AND LIABILITIES | ||||||||||
Summary of the significant components of prepaid expenses and other assets | December 31, | |||||||||
2014 | 2013 | |||||||||
(In thousands) | ||||||||||
Special Improvement District receivable | $ | 33,318 | $ | 39,688 | ||||||
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively | 20,284 | 21,978 | ||||||||
Tenant incentives and other receivables | 14,264 | 6,757 | ||||||||
Federal income tax receivable | 8,629 | 6,053 | ||||||||
Prepaid expenses | 9,196 | 4,744 | ||||||||
Below-market ground leases (Note 12) | 19,663 | 20,002 | ||||||||
Condominium deposits | 151,592 | 12,405 | ||||||||
Security and escrow deposits | 9,829 | 28,082 | ||||||||
Above-market tenant leases (Note 12) | 4,656 | 1,095 | ||||||||
Uncertain tax position asset | 383 | 13,528 | ||||||||
In-place leases (Note 12) | 32,715 | 9,306 | ||||||||
Intangibles | 3,593 | 3,714 | ||||||||
Other | 2,014 | 6,588 | ||||||||
$ | 310,136 | $ | 173,940 | |||||||
Summary of the significant components of accounts payable and accrued expenses | ||||||||||
December 31, | ||||||||||
2014 | 2013 | |||||||||
(In thousands) | ||||||||||
Construction payables | $ | 170,935 | $ | 106,741 | ||||||
Accounts payable and accrued expenses | 34,154 | 44,798 | ||||||||
Condominium deposits | 82,150 | 12,405 | ||||||||
Membership deposits | 21,023 | 19,665 | ||||||||
Above-market ground leases (Note 12) | 2,272 | 2,431 | ||||||||
Deferred income | 65,675 | 26,328 | ||||||||
Accrued interest | 14,791 | 17,463 | ||||||||
Accrued real estate taxes | 9,903 | 8,581 | ||||||||
Tenant and other deposits | 12,756 | 9,490 | ||||||||
Accrued payroll and other employee liabilities | 25,838 | 15,666 | ||||||||
Interest rate swaps | 3,144 | 4,164 | ||||||||
Special Assessment | 2,326 | 2,603 | ||||||||
Other | 21,050 | 13,656 | ||||||||
$ | 466,017 | $ | 283,991 | |||||||
INTANGIBLES_TablesK
INTANGIBLES (Tables)-K | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INTANGIBLES | |||||||||||
Summary of intangible assets and liabilities | |||||||||||
Gross | Accumulated | Net | |||||||||
Asset | (Amortization) | Carrying | |||||||||
(Liability) | / Accretion | Amount | |||||||||
(In thousands) | |||||||||||
As of December 31, 2014 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 39,634 | $ | -6,919 | $ | 32,715 | |||||
Above-market | 5,342 | -686 | 4,656 | ||||||||
Below-market | -6,184 | 296 | -5,888 | ||||||||
Ground leases: | |||||||||||
Above-market | -3,545 | 1,273 | -2,272 | ||||||||
Below-market | 23,096 | -3,433 | 19,663 | ||||||||
As of December 31, 2013 | |||||||||||
Tenant leases: | |||||||||||
In-place value | $ | 14,633 | $ | -5,327 | $ | 9,306 | |||||
Above-market | 1,596 | -501 | 1,095 | ||||||||
Below-market | -482 | 150 | -332 | ||||||||
Ground leases: | |||||||||||
Above-market | -3,546 | 1,115 | -2,431 | ||||||||
Below-market | 23,096 | -3,094 | 20,002 | ||||||||
DERIVATIVE_INSTRUMENTS_AND_HED1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)-K | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||||||||
Summary of fair value of the Company's derivative financial instruments which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheet | ||||||||||||||||
As of December 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Interest rate swaps | $ | 3,144 | $ | 4,164 | ||||||||||||
Total derivatives designated as hedging instruments | $ | 3,144 | $ | 4,164 | ||||||||||||
Summary of effect of the Company's derivative financial instruments on the Condensed Consolidated Statements of Operations | ||||||||||||||||
Year Ended December 31, | Year Ended December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Location of Loss | Amount of Loss | Amount of Loss | ||||||||||||||
Amount of Loss | Amount of Gain | Reclassified from | Reclassified from | Reclassified from | ||||||||||||
Cash Flow Hedges | Recognized in OCI | Recognized in OCI | AOCI into Earnings | AOCI into Earnings | AOCI into Earnings | |||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Interest rate swaps | $ | -1,192 | $ | 1,306 | Interest expense | $ | -2,195 | $ | -1,236 | |||||||
$ | -1,192 | $ | 1,306 | $ | -2,195 | $ | -1,236 | |||||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)-K | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||
Summary of AOCI | For the Year Ended | ||||||||||
December 31, 2014 | |||||||||||
Balance as of January 1, 2014 | $ | -8,222 | |||||||||
Other comprehensive income (loss) before reclassifications | -1,685 | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 2,195 | ||||||||||
Net current-period other comprehensive income | 510 | ||||||||||
Balance as of December 31, 2014 | $ | -7,712 | |||||||||
For the Year Ended | |||||||||||
December 31, 2013 | |||||||||||
Balance as of January 1, 2013 | $ | -9,575 | |||||||||
Other comprehensive income (loss) before reclassifications | 117 | ||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 1,236 | ||||||||||
Net current-period other comprehensive income | 1,353 | ||||||||||
Balance as of December 31, 2013 | $ | -8,222 | |||||||||
(a) | All amounts are net of tax. | ||||||||||
Summary of the amounts reclassified out of AOCI | |||||||||||
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | |||||||||||
(In thousands) | |||||||||||
Amounts reclassified from | |||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||
Accumulated Other Comprehensive | Affected line item in the | For the Year Ended | For the Year Ended | ||||||||
Income Components | Statement of Operations | December 31, 2014 | December 31, 2013 | ||||||||
Gains and losses on cash flow hedges | |||||||||||
Interest rate swaps | Interest expense | $ | -2,502 | $ | -967 | ||||||
Provision for income taxes | 307 | -269 | |||||||||
Total reclassifications for the period | Net of tax | $ | -2,195 | $ | -1,236 | ||||||
STOCKBASED_PLANS_TablesK
STOCK-BASED PLANS (Tables)-K | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
STOCK-BASED PLANS | |||||||||||||
Summary of stock option plan activity | |||||||||||||
Weighted Average | Aggregate | ||||||||||||
Weighted Average | Remaining | Intrinsic | |||||||||||
Shares | Exercise Price | Contractual Term | Value | ||||||||||
(In years) | |||||||||||||
Stock options outstanding at January 1, 2012 | 712,640 | $ | 57.72 | ||||||||||
Granted | 200,000 | 64.19 | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | -50,700 | 58.62 | |||||||||||
Expired | - | - | |||||||||||
Stock options outstanding at December 31, 2012 | 861,940 | $ | 59.17 | ||||||||||
Granted | 132,100 | 99.38 | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | -28,600 | 62.40 | |||||||||||
Expired | - | - | |||||||||||
Stock options outstanding at December 31, 2013 | 965,440 | $ | 64.57 | ||||||||||
Granted | 116,500 | 144.26 | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | -35,450 | 87.45 | |||||||||||
Expired | - | - | |||||||||||
Stock options outstanding at December 31, 2014 | 1,046,490 | $ | 72.61 | 7.0 | $ | 61,986,678 | |||||||
Stock options exercisable at December 31, 2014 | 400 | $ | 57.77 | 2.5 | $ | 29,060 | |||||||
Remaining unvested options outstanding and expected to vest | 1,024,077 | $ | 72.33 | 7.0 | $ | 60,907,525 | |||||||
Schedule of information related to stock options outstanding | |||||||||||||
Weighted Average | |||||||||||||
Number | Weighted Average | Remaining | Number | ||||||||||
Range of Exercise Prices | Outstanding | Exercise Price | Contractual Term | Exercisable | |||||||||
(In years) | |||||||||||||
$46.49 - $55.82 | 63,500 | $ | 51.26 | 6.8 | - | ||||||||
$57.77 - $60.33 | 580,400 | 57.95 | 6.3 | 400 | |||||||||
$61.64 - $69.75 | 170,240 | 66.17 | 7.3 | - | |||||||||
$81.80 - $110.50 | 128,100 | 99.90 | 8.5 | - | |||||||||
$125.09 - $151.72 | 104,250 | 144.17 | 9.4 | - | |||||||||
1,046,490 | $ | 71.02 | 7.0 | 400 | |||||||||
Schedule of fair value on grant date and the significant assumptions used in Black-Scholes option-pricing model | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Grant date fair value | $ | 48.65 | $ | 28.04 | $ | 19.33 | |||||||
Expected life of options (in years) | 7.5 | 7.3 | 7.3 | ||||||||||
Risk-free interest rate | 2.2% | 1.8% | 1.4% | ||||||||||
Expected volatility | 25.7% | 22.0% | 25.0% | ||||||||||
Expected annual dividend per share | - | - | - | ||||||||||
Summary of restricted stock activity | |||||||||||||
Weighted Average | |||||||||||||
Grant Date | |||||||||||||
Shares | Fair Value | ||||||||||||
Restricted stock outstanding at January 1, 2012 | 42,553 | $ | 65.18 | ||||||||||
Granted | 27,933 | 63.86 | |||||||||||
Vested | -12,553 | 59.77 | |||||||||||
Restricted stock outstanding at December 31, 2012 | 57,933 | $ | 65.72 | ||||||||||
Granted | 77,434 | 79.77 | |||||||||||
Vested | -13,033 | 60.15 | |||||||||||
Restricted stock outstanding at December 31, 2013 | 122,334 | $ | 75.21 | ||||||||||
Granted | 61,750 | $ | 126.38 | ||||||||||
Vested | -11,394 | 97.72 | |||||||||||
Restricted stock outstanding at December 31, 2014 | 172,690 | $ | 92.02 | ||||||||||
RENTALS_UNDER_OPERATING_LEASES1
RENTALS UNDER OPERATING LEASES (Tables)-K | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
RENTALS UNDER OPERATING LEASES | ||||||
Schedule of minimum future rentals under operating leases | ||||||
Total | ||||||
Minimum | ||||||
Year | Rent | |||||
(In thousands) | ||||||
2015 | $ | 112,488 | ||||
2016 | 103,487 | |||||
2017 | 96,518 | |||||
2018 | 88,816 | |||||
2019 | 81,872 | |||||
Subsequent | 309,936 | |||||
SEGMENTS_TablesK
SEGMENTS (Tables)-K | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
SEGMENTS | |||||||||||||
Schedule of segment operating results | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Master Planned Communities | |||||||||||||
Land sales | $ | 325,099 | $ | 251,217 | $ | 182,643 | |||||||
Builder price participation | 20,908 | 9,356 | 5,747 | ||||||||||
Minimum rents | 818 | 781 | 576 | ||||||||||
Other land revenues | 16,470 | 13,416 | 18,073 | ||||||||||
Total revenues | 363,295 | 274,770 | 207,039 | ||||||||||
Cost of sales - land | 119,672 | 124,040 | 89,298 | ||||||||||
Land sales operations | 31,932 | 30,826 | 32,817 | ||||||||||
Land sales real estate and business taxes | 9,862 | 7,588 | 7,558 | ||||||||||
Provision for (recovery of) doubtful accounts | -11 | - | - | ||||||||||
Depreciation and amortization | 397 | 32 | 72 | ||||||||||
Interest income | -118 | -16 | -45 | ||||||||||
Interest expense (*) | -19,620 | -18,678 | -14,598 | ||||||||||
Total expenses | 142,114 | 143,792 | 115,102 | ||||||||||
MPC EBT | 221,181 | 130,978 | 91,937 | ||||||||||
Operating Assets | |||||||||||||
Minimum rents | 95,807 | 80,124 | 81,140 | ||||||||||
Tenant recoveries | 28,133 | 20,901 | 23,210 | ||||||||||
Resort and conference center revenues | 37,921 | 39,201 | 39,782 | ||||||||||
Other rental and property revenues | 24,429 | 20,360 | 20,959 | ||||||||||
Total revenues | 186,290 | 160,586 | 165,091 | ||||||||||
Other property operating costs | 62,752 | 61,146 | 60,072 | ||||||||||
Rental property real estate taxes | 14,860 | 12,065 | 11,292 | ||||||||||
Rental property maintenance costs | 8,592 | 7,552 | 8,073 | ||||||||||
Resort and conference center operations | 31,829 | 29,454 | 29,112 | ||||||||||
Provision for doubtful accounts | 1,399 | 835 | 1,335 | ||||||||||
Demolition costs | 6,712 | 2,078 | - | ||||||||||
Development-related marketing costs | 9,770 | 3,462 | - | ||||||||||
Depreciation and amortization | 49,272 | 31,427 | 23,318 | ||||||||||
Interest income | -151 | -135 | -185 | ||||||||||
Interest expense | 17,081 | 19,146 | 16,289 | ||||||||||
Equity in Earnings from Real Estate and Other Affiliates | -2,025 | -3,893 | -3,683 | ||||||||||
Total expenses | 200,091 | 163,137 | 145,623 | ||||||||||
Operating Assets EBT | -13,801 | -2,551 | 19,468 | ||||||||||
Strategic Developments | |||||||||||||
Minimum rents | 609 | 763 | 905 | ||||||||||
Tenant recoveries | 220 | 167 | 141 | ||||||||||
Condominium rights and unit sales | 83,565 | 32,969 | 267 | ||||||||||
Other land revenues | 33 | - | - | ||||||||||
Other rental and property revenues | 553 | 163 | 3,443 | ||||||||||
Total revenues | 84,980 | 34,062 | 4,756 | ||||||||||
Condominium rights and unit cost of sales | 49,995 | 16,572 | 96 | ||||||||||
Other property operating costs | 4,282 | 5,547 | 3,094 | ||||||||||
Real estate taxes | 2,547 | 2,226 | 2,351 | ||||||||||
Rental property maintenance costs | 543 | 531 | 582 | ||||||||||
Provision for (recovery of) doubtful accounts | 16 | - | -111 | ||||||||||
Demolition costs | 22 | - | - | ||||||||||
Development-related marketing costs | 13,013 | 1,449 | - | ||||||||||
Other income, net | -2,373 | -3,609 | - | ||||||||||
Depreciation and amortization | 1,706 | 189 | 225 | ||||||||||
Interest expense (*) | -11,918 | -4,318 | 219 | ||||||||||
Equity in Earnings from Real Estate and Other Affiliates | -21,311 | -10,535 | - | ||||||||||
Total expenses | 36,522 | 8,052 | 6,456 | ||||||||||
Strategic Developments EBT | 48,458 | 26,010 | -1,700 | ||||||||||
REP EBT | $ | 255,838 | $ | 154,437 | $ | 109,705 | |||||||
(*)Negative interest expense amounts are due to interest capitalized in our Master Planned Communities and Strategic Developments segments related to Operating Assets segment debt and the Senior Notes. | |||||||||||||
Schedule of reconciliation of REP EBT to GAAP-basis net income (loss) | |||||||||||||
Year Ended December 31, | |||||||||||||
Reconciliation of REP EBT to GAAP-net income (loss) before taxes | 2014 | 2013 | 2012 | ||||||||||
(In thousands) | |||||||||||||
REP EBT | $ | 255,838 | $ | 154,437 | $ | 109,705 | |||||||
General and administrative | -73,569 | -48,466 | -36,548 | ||||||||||
Corporate interest income/(expense), net | -30,819 | -10,575 | 10,153 | ||||||||||
Warrant liability loss | -60,520 | -181,987 | -185,017 | ||||||||||
Increase (reduction) in tax indemnity receivable | 90 | -1,206 | -20,260 | ||||||||||
Loss on settlement of tax indemnity receivable | -74,095 | - | - | ||||||||||
Corporate other income, net | 27,098 | 25,869 | 2,125 | ||||||||||
Corporate depreciation and amortization | -4,583 | -2,197 | -814 | ||||||||||
Income (loss) before taxes | $ | 39,440 | $ | -64,125 | $ | -120,656 | |||||||
Schedule of reconciliation of segment revenue to GAAP-basis consolidated revenues | |||||||||||||
Year Ended December 31, | |||||||||||||
Reconciliation of Segment Basis Revenues to GAAP Revenues | 2014 | 2013 | 2012 | ||||||||||
(In thousands) | |||||||||||||
Master Planned Communities | $ | 363,295 | $ | 274,770 | $ | 207,039 | |||||||
Operating Assets | 186,290 | 160,586 | 165,091 | ||||||||||
Strategic Developments | 84,980 | 34,062 | 4,756 | ||||||||||
Total revenues | $ | 634,565 | $ | 469,418 | $ | 376,886 | |||||||
Summary of assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||
Master Planned Communities | $ | 1,877,043 | $ | 1,760,639 | |||||||||
Operating Assets | 1,934,350 | 1,158,337 | |||||||||||
Strategic Developments | 879,896 | 462,525 | |||||||||||
Total segment assets | 4,691,289 | 3,381,501 | |||||||||||
Corporate and other | 428,642 | 1,186,367 | |||||||||||
Total assets | $ | 5,119,931 | $ | 4,567,868 | |||||||||
QUARTERLY_FINANCIAL_INFORMATIO1
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)-K | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||
Schedule of quarterly financial information | 2014 | |||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(In thousands, except share amounts) | ||||||||||||||
Total revenues | $ | 98,653 | $ | 209,631 | $ | 119,228 | $ | 207,053 | ||||||
Operating income | 13,947 | 91,781 | 23,850 | 37,144 | ||||||||||
Net income (loss) | -86,331 | -14,733 | 45,615 | 31,929 | ||||||||||
Net income (loss) attributable to common stockholders | -86,316 | -14,760 | 45,615 | 31,930 | ||||||||||
Earnings (loss) per share: | ||||||||||||||
Basic | -2.19 | -0.37 | 1.16 | 0.81 | ||||||||||
Diluted | -2.19 | -0.37 | 0.48 | (a) | -1.18 | (a) | ||||||||
Weighted average shares outstanding: | ||||||||||||||
Basic | 39,454 | 39,458 | 39,465 | 39,464 | ||||||||||
Diluted | 39,454 | 39,458 | 43,171 | 43,027 | ||||||||||
2013 | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(In thousands, except share amounts) | ||||||||||||||
Total revenues | $ | 90,091 | $ | 145,759 | $ | 99,615 | $ | 133,953 | ||||||
Operating income | 9,294 | 47,790 | 10,700 | 43,430 | ||||||||||
Net income (loss) | -23,170 | -76,496 | 7,433 | 18,538 | ||||||||||
Net income (loss) attributable to common stockholders | -23,124 | -76,554 | 7,335 | 18,533 | ||||||||||
Earnings (loss) per share: | ||||||||||||||
Basic | -0.59 | -1.94 | 0.19 | 0.47 | ||||||||||
Diluted | -0.59 | -1.94 | 0.17 | (a) | 0.44 | (a) | ||||||||
Weighted average shares outstanding: | ||||||||||||||
Basic | 39,441 | 39,445 | 39,454 | 39,454 | ||||||||||
Diluted | 39,441 | 39,445 | 42,439 | 42,529 | ||||||||||
a) | Diluted earnings per share includes the impact of warrants, in the money options and restricted stock. Net income was also adjusted for the warrant gain during the period. | |||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)-K (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Depreciation due to change in estimated useful life | $50,683 | $29,637 | $19,455 |
Ward Centers [Member] | Service Life [Member] | |||
Depreciation due to change in estimated useful life | $10,800 | $1,200 | |
Additional depreciation weighted average common shares | $0.27 | $0.03 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)-K (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Developments | ||
Land & improvements | $164,280,000 | $194,282,000 |
Development costs | 667,228,000 | 293,874,000 |
Condominium rights | 82,795,000 | |
Total Developments | 914,303,000 | 488,156,000 |
Minimum [Member] | Master Planned Communities [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 20 years | |
Residual value | $0 | |
Maximum [Member] | Master Planned Communities [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 40 years | |
Building and Building Improvements [Member] | Minimum [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 10 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 45 years | |
Equipment Tenant Improvements and Fixtures [Member] | Minimum [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 5 years | |
Equipment Tenant Improvements and Fixtures [Member] | Maximum [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 10 years | |
Computer, Hardware and Software and Vehicles [Member] | Minimum [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 3 years | |
Computer, Hardware and Software and Vehicles [Member] | Maximum [Member] | ||
Useful lives of assets | ||
Estimated useful lives | 5 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)-K (USD $) | 12 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2013 |
Gain (Loss) Related to Litigation Settlement | $4.50 | ||
Rental Revenue | |||
Straight-line rent receivables | 10.2 | 13.5 | |
The Metropolitan Downtown Columbia | |||
Gain from sale | 0.7 | ||
South Street Seaport | |||
Gain on Business Interruption Insurance Recovery | 12.2 | 27 | |
Alameda Plaza | |||
Pre-tax gain recognized on the sale | 1 | ||
Head Acquisition LP | |||
Gain from sale | 8.5 | ||
Rio West | |||
Gain from sale | 0.6 | ||
Pre-tax gain recognized on the sale | 0.6 | ||
Redlands Promenade [Member] | |||
Gain from sale | $2.40 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4)-K (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 12, 2014 | |
item | building | |||
Allowance for doubtful accounts and notes receivable | ||||
Notes receivable, net | $28,630,000 | $20,554,000 | ||
Notes receivable from various tenants, net of an allowance for uncollectible notes receivable included in Notes receivable | 500,000 | 400,000 | ||
Changes in allowance for doubtful accounts and notes receivable accounts | ||||
Balance at the beginning of the period | 7,390,000 | 8,914,000 | 8,496,000 | |
Provision for doubtful accounts | 1,404,000 | 836,000 | 1,224,000 | |
Write-offs | -1,175,000 | -2,360,000 | -806,000 | |
Balance at the end of the period | 7,619,000 | 7,390,000 | 8,914,000 | |
Municipal Utility District receivables | ||||
Receivables net of allowances | 5,800,000 | 5,300,000 | ||
Income Taxes | ||||
Number of Master Planned Communities | 2 | |||
Threshold percentage of costs of contractual obligations incurred for recognition of gain for tax purposes | 95.00% | |||
Tax Indemnity Receivable | ||||
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | |||
Internal Revenue Service Payment For Tax Court Decision | 203,298,000 | |||
Deferred Expenses | ||||
Deferred expenses, net of accumulated amortization | 13,200,000 | 7,200,000 | ||
Summerlin [Member] | ||||
Allowance for doubtful accounts and notes receivable | ||||
Notes receivable, net | 20,200,000 | |||
Note receivable from GGP, interest rate (as a percent) | 39.00% | |||
General Growth Properties [Member] | ||||
Allowance for doubtful accounts and notes receivable | ||||
Notes receivable, net | 6,700,000 | 13,200,000 | ||
Note receivable from GGP, interest rate (as a percent) | 441.00% | |||
Cash payments under the note receivable | 6,900,000 | |||
Tax Indemnity Receivable | ||||
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | |||
Number Of Buildings Acquired | 6 | |||
Value of buildings received from settlement | 130,000,000 | |||
Internal Revenue Service Payment For Tax Court Decision | $138,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5)-K (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||||||||||
Net loss | $31,929 | $45,615 | ($14,733) | ($86,331) | $18,538 | $7,433 | ($76,496) | ($23,170) | ($23,520) | ($73,695) | ($127,543) |
Net income attributable to noncontrolling interests | -11 | -95 | -745 | ||||||||
Net loss attributable to common stockholders | 31,930 | 45,615 | -14,760 | -86,316 | 18,533 | 7,335 | -76,554 | -23,124 | -23,531 | -73,790 | -128,288 |
Denominator: | |||||||||||
Weighted average basic common shares outstanding | 39,464,000 | 39,465,000 | 39,458,000 | 39,454,000 | 39,454,000 | 39,454,000 | 39,445,000 | 39,441,000 | 39,464,000 | 39,449,000 | 38,127,000 |
Numerator: | |||||||||||
Net loss attributable to common stockholders | -23,531 | -73,790 | -128,288 | ||||||||
Adjusted net income (loss) attributable to common stockholders | ($23,531) | ($73,790) | ($128,288) | ||||||||
Denominator: | |||||||||||
Weighted average basic common shares outstanding | 39,464,000 | 39,465,000 | 39,458,000 | 39,454,000 | 39,454,000 | 39,454,000 | 39,445,000 | 39,441,000 | 39,464,000 | 39,449,000 | 38,127,000 |
Weighted average diluted common shares outstanding | 43,027,000 | 43,171,000 | 39,458,000 | 39,454,000 | 42,529,000 | 42,439,000 | 39,445,000 | 39,441,000 | 39,464,000 | 39,449,000 | 38,127,000 |
Basic loss per share: (in dollars per share) | $0.81 | $1.16 | ($0.37) | ($2.19) | $0.47 | $0.19 | ($1.94) | ($0.59) | ($0.60) | ($1.87) | ($3.36) |
Diluted loss per share: (in dollars per share) | ($1.18) | $0.48 | ($0.37) | ($2.19) | $0.44 | $0.17 | ($1.94) | ($0.59) | ($0.60) | ($1.87) | ($3.36) |
Stock Options | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,046,940 | 965,440 | 861,940 | ||||||||
Restricted Stock [Member] | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 172,690 | 122,334 | 57,933 | ||||||||
Sponsors Warrants [Member] | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,916,667 | 1,916,667 | 1,916,667 | ||||||||
Management Warrants [Member] | |||||||||||
Denominator: | |||||||||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 2,862,687 | 2,862,687 | 2,862,687 |
SPONSORS_AND_MANAGEMENT_WARRAN1
SPONSORS AND MANAGEMENT WARRANTS (Details)-K (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2012 | Feb. 28, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 09, 2010 | |
Sponsors and Management Warrants | |||||
Issuance of warrants to purchase common stock (in shares) | 1,525,272 | ||||
Payments for repurchase of warrants | $80,548,000 | ||||
Warrant liabilities | 366,080,000 | 305,560,000 | |||
Sponsors Warrants [Member] | |||||
Sponsors and Management Warrants | |||||
Issuance of warrants to purchase common stock (in shares) | 1,916,667 | 8,000,000 | |||
Estimated initial value | 69,500,000 | ||||
Exercise price (in dollars per share) | 50 | ||||
Warrants exercised | 1,525,272 | ||||
Number of shares of common stock under warrants repurchased | 4,558,061 | ||||
Payments for repurchase of warrants | 80,500,000 | ||||
Additional paid-in capital | 108,600,000 | ||||
Warrant liabilities | 157,100,000 | 141,800,000 | |||
Management Warrants [Member] | |||||
Sponsors and Management Warrants | |||||
Issuance of warrants to purchase common stock (in shares) | 2,862,687 | 2,862,687 | 2,862,687 | ||
Proceeds from issuance of Management warrants | 19,000,000 | ||||
Warrant liabilities | $209,000,000 | $163,800,000 | |||
Management Warrants [Member] | Chief Executive Officer [Member] | |||||
Sponsors and Management Warrants | |||||
Exercise price (in dollars per share) | 42.23 | ||||
Management Warrants [Member] | President [Member] | |||||
Sponsors and Management Warrants | |||||
Exercise price (in dollars per share) | 42.23 | ||||
Management Warrants [Member] | Chief Financial Officer [Member] | |||||
Sponsors and Management Warrants | |||||
Exercise price (in dollars per share) | 54.5 |
ACQUISITIONS_AND_DISPOSITIONS_
ACQUISITIONS AND DISPOSITIONS (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Oct. 31, 2014 | Jul. 31, 2014 | Dec. 12, 2014 |
sqft | item | sqft | building | |
sqft | sqft | |||
Seaport District Assemblage | ||||
Acquisitions | ||||
Area of real estate property acquired (in square foot) | 48,000 | |||
Purchase price | $136.70 | |||
Area of property under development rights contract | 196,133 | |||
Expected area of real estate property | 817,784 | |||
Area of zoning lot | 15,744 | |||
South Street Seaport | ||||
Acquisitions | ||||
Area of real estate property acquired with total development rights | 621,651 | |||
Conroe, Texas | ||||
Acquisitions | ||||
Area of real estate property acquired (in square foot) | 2,055 | |||
Purchase price | 98.5 | |||
85 South Street | ||||
Acquisitions | ||||
Area of real estate property acquired (in square foot) | 60,000 | |||
Purchase price | 20.1 | |||
Number of story acquired | 8 | |||
Buildings acquired consolidated | 8.1 | |||
Land acquired consolidated | 15.9 | |||
1701 Lake Robbins | ||||
Acquisitions | ||||
Area of real estate property acquired (in square foot) | 12,376 | |||
Purchase price | 5.7 | |||
Buildings acquired consolidated | 3.7 | |||
Land acquired consolidated | 1.7 | |||
Intangible lease assets acquired consolidated | 0.2 | |||
Assumption of Mortgage included in the purchase price | 4.6 | |||
Wacker110N [Member] | ||||
Acquisitions | ||||
Fee interest percentage | 100.00% | |||
Fee interest purchased | 12.3 | |||
Leases, Acquired-in-Place [Member] | 1701 Lake Robbins | ||||
Acquisitions | ||||
Intangible lease assets acquired consolidated | 0.3 | |||
Below Market Leases [Member] | 85 South Street | ||||
Acquisitions | ||||
Intangible lease assets acquired consolidated | 3.9 | |||
Below Market Leases [Member] | 1701 Lake Robbins | ||||
Acquisitions | ||||
Intangible lease assets acquired consolidated | 0.1 | |||
General Growth Properties [Member] | ||||
Acquisitions | ||||
Purchase price | 130 | |||
Area of real estate property acquired with total development rights | 699,884 | |||
Number of buildings | 6 | |||
Buildings acquired consolidated | 79.2 | |||
Land acquired consolidated | 23.4 | |||
Intangible lease assets acquired consolidated | 27.4 | |||
General Growth Properties [Member] | Leases, Acquired-in-Place [Member] | ||||
Acquisitions | ||||
Intangible lease assets acquired consolidated | 25.2 | |||
General Growth Properties [Member] | Above Market Leases [Member] | ||||
Acquisitions | ||||
Intangible lease assets acquired consolidated | 3.8 | |||
General Growth Properties [Member] | Below Market Leases [Member] | ||||
Acquisitions | ||||
Intangible lease assets acquired consolidated | $1.60 |
ACQUISITIONS_AND_DISPOSITIONS_1
ACQUISITIONS AND DISPOSITIONS (Details)-K (Rio West, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
sqft | |
acre | |
Rio West | |
Recent transactions | |
Area of property sold (in square feet) | 521,194 |
Area of site (in acres) | 50 |
Proceeds from sale of property | $12 |
Pre-tax gain recognized on the sale | $0.60 |
ACQUISITIONS_AND_DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS (Details)-K (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2012 | 14-May-12 | Aug. 15, 2012 | 31-May-12 | |
item | item | |||
Acquisitions | ||||
Portion of refinanced mortgage proceeds used to acquire partner's interest | $2,721,000 | |||
Millennium Woodlands Phase II LLC | ||||
Acquisitions | ||||
Number of units in Class A multi-family unit in The Woodlands Town Center to be constructed | 314 | |||
Columbia Corporate Center 70 [Member] | ||||
Acquisitions | ||||
Area of real estate property acquired (in square foot) | 169,590 | |||
Percentage of appreciation in the market value of building | 30.00% | |||
Purchase price | 17,500,000 | |||
Millennium Waterway Apartments | ||||
Acquisitions | ||||
Interest rate (as a percent) | 3.75% | |||
Number of units acquired in real estate property | 393 | |||
Portion of refinanced mortgage proceeds used to acquire partner's interest | 6,900,000 | |||
Non-recourse mortgage assumed | 55,600,000 | |||
Term of debt instrument | 10 years | |||
Liabilities acquired consolidated | 56,400,000 | |||
Ownership interest (as a percent) | 100.00% | |||
Revenues | 4,400,000 | |||
Net income (loss) | 1,300,000 | |||
Amounts recorded for the assets acquired and liabilities assumed at the acquisition date | ||||
Total assets consolidated into financial statements at fair value as of the acquisition date | $78,600,000 |
REAL_ESTATE_AFFILIATES_Details
REAL ESTATE AFFILIATES (Details)-K (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | Jan. 31, 2015 | Apr. 19, 2012 | Oct. 11, 2011 | 15-May-13 | Sep. 17, 2012 | Jun. 14, 2012 | Dec. 31, 2014 | 31-May-12 | Jul. 05, 2012 | 14-May-12 | Oct. 04, 2013 | Jul. 11, 2013 | Oct. 27, 2011 | Jan. 24, 2014 | 31-May-13 | Aug. 06, 2012 | 13-May-13 | Aug. 06, 2013 | |
item | item | item | acre | item | item | item | item | |||||||||||||||
acre | acre | |||||||||||||||||||||
sqft | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Carrying Value | $53,686,000 | $61,021,000 | $53,686,000 | |||||||||||||||||||
Share of Earnings/Dividends | 23,336,000 | 14,428,000 | 3,683,000 | |||||||||||||||||||
Share of distributable cash | 11,953,000 | 10,814,000 | ||||||||||||||||||||
Aggregate carrying value of unconsolidated VIEs | 29,500,000 | 38,400,000 | 29,500,000 | |||||||||||||||||||
Number of variable interest entities in which entity is primary beneficiary | 1 | |||||||||||||||||||||
Carrying values of the assets associated with the operations of the consolidated VIEs | 21,100,000 | 31,700,000 | 21,100,000 | |||||||||||||||||||
Carrying values of the liabilities associated with the operations of the consolidated VIEs | 600,000 | 800,000 | 600,000 | |||||||||||||||||||
Portion of refinanced mortgage proceeds used to acquire partner's interest | 2,721,000 | |||||||||||||||||||||
repayments of debt | 120,182,000 | 279,721,000 | 55,832,000 | |||||||||||||||||||
Book value of land contributed to joint venture | 317,211,000 | 244,041,000 | 317,211,000 | |||||||||||||||||||
Outstanding debt | 1,993,470,000 | 1,993,470,000 | ||||||||||||||||||||
Millennium Waterway Apartments | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Portion of refinanced mortgage proceeds used to acquire partner's interest | 6,900,000 | |||||||||||||||||||||
Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Carrying Value | 49,769,000 | 57,275,000 | 49,769,000 | |||||||||||||||||||
Share of Earnings/Dividends | 21,687,000 | 11,925,000 | 1,307,000 | |||||||||||||||||||
Cost-method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Carrying Value | 3,917,000 | 3,746,000 | 3,917,000 | |||||||||||||||||||
Share of Earnings/Dividends | 1,649,000 | 2,503,000 | 2,376,000 | |||||||||||||||||||
Circle T | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 9,004,000 | 9,004,000 | 9,004,000 | |||||||||||||||||||
Discovery Land | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Transaction value of the land contributed to joint venture | 125,400,000 | |||||||||||||||||||||
Value of land contributed to joint venture (in dollars per acre) | 226,000 | |||||||||||||||||||||
Discovery Land | Equity Method Investments [Member] | Maximum [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Cash contributed by joint venture partner | 30,000,000 | |||||||||||||||||||||
Forest View Timbermill Apartments | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Share of distributable cash | 8,600,000 | |||||||||||||||||||||
Forest View Timbermill Apartments | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Share of Earnings/Dividends | 4,000 | |||||||||||||||||||||
HHMK Development LLC | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Deferred profit | 200,000 | 200,000 | ||||||||||||||||||||
HHMK Development LLC | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 10,000 | 13,000 | 10,000 | |||||||||||||||||||
Share of Earnings/Dividends | 2,120,000 | 732,000 | ||||||||||||||||||||
Number of local developers with whom the entity entered into a joint venture | 2 | |||||||||||||||||||||
KR Holdings LLC | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Number of debt instruments | 2 | |||||||||||||||||||||
Preferred return, on capital (as a percent) | 13.00% | |||||||||||||||||||||
Net cash proceeds from sale of condominium rights | 30,800,000 | |||||||||||||||||||||
Percentage of in substance real estate sold | 50.00% | |||||||||||||||||||||
Cash contributed by joint venture partner | 16,800,000 | |||||||||||||||||||||
Percentage of ownership interest of partners in joint venture | 50.00% | |||||||||||||||||||||
Total assets | 37,500,000 | 37,500,000 | ||||||||||||||||||||
Total liabilities | 18,700,000 | 18,700,000 | ||||||||||||||||||||
Revenues | 201,000,000 | |||||||||||||||||||||
Net income | 43,000,000 | |||||||||||||||||||||
KR Holdings LLC | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 9,183,000 | 19,764,000 | 9,183,000 | |||||||||||||||||||
Share of Earnings/Dividends | 19,470,000 | 9,877,000 | ||||||||||||||||||||
Number of units of one to three bedroom units ranging from 760 to 4,100 square feet | 206 | 206 | ||||||||||||||||||||
Number of units closed | 201 | |||||||||||||||||||||
Proceeds from Sale of Real Estate | 38,700,000 | |||||||||||||||||||||
Ownership ratio in a joint venture (as a percent) | 50.00% | |||||||||||||||||||||
Percentage of ownership interest of partners in joint venture | 50.00% | |||||||||||||||||||||
Total assets | 189,000,000 | |||||||||||||||||||||
Total liabilities | 135,700,000 | |||||||||||||||||||||
Revenues | 131,200,000 | |||||||||||||||||||||
Net income | 19,700,000 | |||||||||||||||||||||
KR Holdings LLC | Equity Method Investments [Member] | Maximum [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Area of property sold (in square feet) | 4,100 | 4,100 | ||||||||||||||||||||
KR Holdings LLC | Equity Method Investments [Member] | Minimum [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Area of property sold (in square feet) | 760 | 760 | ||||||||||||||||||||
KR Holdings LLC | A and B Properties Inc [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Maximum share in the profits of joint venture | 3,000,000 | |||||||||||||||||||||
KR Holdings LLC | Mezzanine Loan [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
repayments of debt | 20,000,000 | |||||||||||||||||||||
Number of debt instruments | 2 | |||||||||||||||||||||
Aggregate principal amount of debt issued | 20,000,000 | |||||||||||||||||||||
Blended interest rate (as a percent) | 12.00% | |||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||
KR Holdings LLC | Construction Loan Payable [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
repayments of debt | 132,000,000 | |||||||||||||||||||||
Maximum Facility Amount | 132,000,000 | |||||||||||||||||||||
Millennium Waterway Apartments | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 100.00% | 100.00% | 100.00% | |||||||||||||||||||
Share of Earnings/Dividends | 407,000 | |||||||||||||||||||||
Portion of refinanced mortgage proceeds used to acquire partner's interest | 6,900,000 | |||||||||||||||||||||
Millennium Woodlands Phase II LLC | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Area of land contributed to the joint venture (in acres) | 4.8 | |||||||||||||||||||||
Number of units in Class A apartment building to be constructed | 314 | |||||||||||||||||||||
Fair value of the land contributed to joint venture | 15,500,000 | |||||||||||||||||||||
Cash contributed by joint venture partner | 3,000,000 | |||||||||||||||||||||
Construction loan secured | 37,700,000 | |||||||||||||||||||||
Millennium Woodlands Phase II LLC | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 81.43% | 81.43% | 81.43% | |||||||||||||||||||
Carrying Value | 1,023,000 | 2,174,000 | 1,023,000 | |||||||||||||||||||
Share of Earnings/Dividends | -1,291,000 | -74,000 | ||||||||||||||||||||
Parcel C | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Area of land contributed to the joint venture (in acres) | 5 | |||||||||||||||||||||
Number of units in Class A apartment building to be constructed | 437 | |||||||||||||||||||||
Area of real estate property to be constructed (in square feet) | 31,000 | |||||||||||||||||||||
Fair value of the land contributed to joint venture | 4,000,000 | |||||||||||||||||||||
Transaction value of the land contributed to joint venture | 23,400,000 | |||||||||||||||||||||
Transaction value, per constructed unit of land contributed to joint venture | 53,500,000,000 | |||||||||||||||||||||
Parcel C | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 8,737,000 | 5,801,000 | 8,737,000 | |||||||||||||||||||
The Metropolitan Downtown Columbia | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Fair value of the land contributed to joint venture | 20,300,000 | |||||||||||||||||||||
Transaction value, per constructed unit of land contributed to joint venture | 53,500 | |||||||||||||||||||||
Cash contributed by joint venture partner | 13,300,000 | |||||||||||||||||||||
Percentage of ownership interest of partners in joint venture | 50.00% | |||||||||||||||||||||
Additional improvements made in the venture | 16,400,000 | |||||||||||||||||||||
Future contribution required in accordance with the loan agreement | 3,100,000 | |||||||||||||||||||||
Distribution of the cash contributed by joint venture partner | 7,000,000 | |||||||||||||||||||||
Net profit recognized on partial sale of joint venture interest | 700,000 | |||||||||||||||||||||
The Metropolitan Downtown Columbia | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 4,800,000 | 3,461,000 | 4,800,000 | |||||||||||||||||||
Number of units in Class A apartment building to be constructed | 380 | |||||||||||||||||||||
The Metropolitan Downtown Columbia | Construction Loan Payable [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Aggregate principal amount of debt issued | 64,100,000 | |||||||||||||||||||||
Outstanding debt | 45,800,000 | 45,800,000 | ||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||
Interest rate margin (as a percent) | 2.40% | |||||||||||||||||||||
Stewart Title | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 3,869,000 | 3,843,000 | 3,869,000 | |||||||||||||||||||
Share of Earnings/Dividends | 1,301,000 | 1,223,000 | 902,000 | |||||||||||||||||||
Summerlin Apartments LLC | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | |||||||||||||||||||||
Area of land contributed to the joint venture (in acres) | 4.5 | |||||||||||||||||||||
Number of units in Class A apartment building to be constructed | 124 | |||||||||||||||||||||
Area Of Land In Downtown Summerlin | 400 | |||||||||||||||||||||
Fair value of the land contributed to joint venture | 3,200,000 | |||||||||||||||||||||
Percentage of ownership interest of partners in joint venture | 50.00% | |||||||||||||||||||||
Percent Share of Proceeds Upon Sale Of Property | 50 | |||||||||||||||||||||
Percentage of proceeds in excess of an amount determined by applying a specified capitalization rate to NOI | 100.00% | |||||||||||||||||||||
Capitalization rate (as a percent) | 7.00% | |||||||||||||||||||||
Summerlin Apartments LLC | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Summerlin Las Vegas Baseball Club LLC | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | |||||||||||||||||||||
Amount funded in cash to joint venture | 10,500,000 | |||||||||||||||||||||
Summerlin Las Vegas Baseball Club LLC | Las Vegas 51S LLC [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Ownership ratio in a joint venture (as a percent) | 100.00% | |||||||||||||||||||||
Summerlin Las Vegas Baseball Club LLC | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Carrying Value | 10,548,000 | 10,636,000 | 10,548,000 | |||||||||||||||||||
Share of Earnings/Dividends | -88,000 | -13,000 | ||||||||||||||||||||
Woodlands Sarofim 1 | Equity Method Investments [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Economic/Legal ownership (as a percent) | 20.00% | 20.00% | 20.00% | |||||||||||||||||||
Carrying Value | 2,595,000 | 2,579,000 | 2,595,000 | |||||||||||||||||||
Share of Earnings/Dividends | 175,000 | 180,000 | -6,000 | |||||||||||||||||||
Unconsolidated Properties [Member] | ||||||||||||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||||||||||||
Secured debt | 89,400,000 | 89,400,000 | ||||||||||||||||||||
Share of the entity in secured debt | $54,600,000 | $54,600,000 |
IMPAIRMENT_DetailsK
IMPAIRMENT (Details)-K (USD $) | 36 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
IMPAIRMENT | |
Impairment charges | $0 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)-K (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
item | ||
Liabilities | ||
Warrants | $366,080 | $305,560 |
Number of registered money market mutual funds in cash equivalents | 2 | |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Assets: | ||
Cash equivalents | 75,027 | |
Liabilities | ||
Warrants | 366,080 | 305,560 |
Interest rate swaps | 3,144 | 4,164 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 75,027 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Interest rate swaps | 3,144 | 4,164 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Warrants | $366,080 | $305,560 |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)-K (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | |||
Unrealized losses | $73,800,000 | ||
Settlements made in cash | 80,500,000 | ||
Issuance of warrants to purchase common stock (in shares) | 1,525,272 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | |||
Marketability discount due to lapses of restriction period | 0 | ||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | |||
Balance at the beginning of the period | 305,560,000 | 123,573,000 | 127,764,000 |
Warrant liability loss | 60,520,000 | 181,987,000 | 185,017,000 |
Settlements | -189,208,000 | ||
Balance at the end of the period | $366,080,000 | $305,560,000 | $123,573,000 |
Expected Volatility (as a percent) | 24.50% | ||
Warrant [Member] | Minimum [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | |||
Discount for lack of marketability (as a percent) | 18.00% | 29.00% | |
Warrant [Member] | Maximum [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | |||
Discount for lack of marketability (as a percent) | 20.00% | 30.00% |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3)-K (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities: | ||
Allowance, notes receivable | $471,000 | $426,000 |
Variable-rate debt that has been swapped to a fixed rate | 172,000,000 | |
Fair Value, Measurements, Nonrecurring [Member] | Reported Value Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 485,424,000 | 894,948,000 |
Notes receivable, net | 28,630,000 | 20,554,000 |
Tax indemnity receivable, including interest | 320,494,000 | |
Liabilities: | ||
Fixed-rate debt | 1,030,554,000 | 1,004,886,000 |
Variable-rate debt | 962,916,000 | 509,737,000 |
Total mortgages, notes and loans payable | 1,993,470,000 | 1,514,623,000 |
Fair Value, Measurements, Nonrecurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 485,424,000 | 894,948,000 |
Notes receivable, net | 28,630,000 | 20,554,000 |
Liabilities: | ||
Fixed-rate debt | 1,050,333,000 | 1,045,298,000 |
Variable-rate debt | 962,916,000 | 509,737,000 |
Total mortgages, notes and loans payable | $2,013,249,000 | $1,555,035,000 |
MORTGAGES_NOTES_AND_LOANS_PAYA2
MORTGAGES, NOTES AND LOANS PAYABLE (Details)-K (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Mortgages, notes and loans payable | ||
Total mortgages, notes and loans payable | $1,993,470,000 | $1,514,623,000 |
Amount of variable-rate debt swapped to fixed rate | 172,000,000 | |
Long-term debt-principal payments | ||
2015 | 7,970,000 | |
2016 | 247,655,000 | |
2017 | 13,773,000 | |
2018 | 348,294,000 | |
2019 | 394,996,000 | |
Thereafter | 980,782,000 | |
Total | 1,993,470,000 | |
Secured Debt [Member] | ||
Mortgages, notes and loans payable | ||
Fixed-rate debt: | 1,008,165,000 | 971,786,000 |
Variable-rate debt: | 962,916,000 | 509,737,000 |
Amount of variable-rate debt swapped to fixed rate | 172,000,000 | |
Bonds [Member] | ||
Mortgages, notes and loans payable | ||
Fixed-rate debt: | $22,389,000 | $33,100,000 |
MORTGAGES_NOTES_AND_LOANS_PAYA3
MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)-K (USD $) | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2013 | Oct. 24, 2013 | Aug. 08, 2013 | Jun. 30, 2014 | Jun. 27, 2014 | Apr. 15, 2014 | Mar. 15, 2013 | Sep. 13, 2013 | Sep. 11, 2013 | Jul. 18, 2014 | Feb. 08, 2013 | Jul. 15, 2014 | Dec. 05, 2014 | Oct. 03, 2014 | Dec. 20, 2013 | Nov. 25, 2013 | Nov. 06, 2014 | Aug. 06, 2014 | Jun. 30, 2012 | Nov. 10, 2014 | 31-May-12 | 10-May-11 | Dec. 05, 2011 | Apr. 26, 2012 | Aug. 02, 2013 | |
item | item | sqft | room | item | ||||||||||||||||||||||||
sqft | item | sqft | ||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Unamortized underwriting fees | ($7,689,000) | ($8,750,000) | ||||||||||||||||||||||||||
Total mortgages, notes and loans payable | 1,993,470,000 | 1,514,623,000 | ||||||||||||||||||||||||||
Outstanding principal balance of debt that is swapped to fixed rate through maturity | 172,000,000 | |||||||||||||||||||||||||||
Weighted average interest rate (as a percent) | 4.61% | 5.25% | ||||||||||||||||||||||||||
Land, buildings and equipment and developments in progress pledged as collateral | 2,300,000,000 | |||||||||||||||||||||||||||
Net cash proceeds | 597,553,000 | 1,120,102,000 | 68,410,000 | |||||||||||||||||||||||||
One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Variable rate basis (as a percent) | 0.16% | |||||||||||||||||||||||||||
Other Financing Arrangements [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.00% | |||||||||||||||||||||||||||
Facility Amount | 22,700,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 19,968,000 | 21,309,000 | ||||||||||||||||||||||||||
Other Financing Arrangements [Member] | Recourse Debt [member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 20,400,000 | |||||||||||||||||||||||||||
Senior Notes 6.875 Percent Due 2021 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.88% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 750,000,000 | 750,000,000 | ||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 6.88% | |||||||||||||||||||||||||||
Amount of debt issued | 750,000,000 | |||||||||||||||||||||||||||
Maximum percentage of Notes that can be redeemed using proceeds from equity offerings at any time prior to October 1, 2016 | 35.00% | |||||||||||||||||||||||||||
Percentage of principal amount at which Notes can be redeemed | 106.88% | |||||||||||||||||||||||||||
Net cash proceeds | 741,300,000 | |||||||||||||||||||||||||||
Senior Notes 6.875 Percent Due 2021 [Member] | Recourse Debt [member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 750,000,000 | |||||||||||||||||||||||||||
Summerlin [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Maximum recourse upon completion of the project and achievement of debt service coverage ratio | 15.00% | |||||||||||||||||||||||||||
Maximum Percentage Recourse Upon Achievement of Conditions | 10.00% | |||||||||||||||||||||||||||
Debt service coverage ratio to be achieved for reduction in maximum recourse | 1.15 | |||||||||||||||||||||||||||
Debt service coverage ratio to be achieved for further reduction in maximum recourse | 1.25 | |||||||||||||||||||||||||||
Minimum average tenant sales per net rentable square foot to be achieved for further reduction in maximum recourse | 500 | |||||||||||||||||||||||||||
Occupancy percentage | 90.00% | |||||||||||||||||||||||||||
Recourse on loan (as a percent) | 35.00% | |||||||||||||||||||||||||||
Amount of debt issued | 311,800,000 | |||||||||||||||||||||||||||
Columbia Regional Building [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Total mortgages, notes and loans payable | 23,000,000 | |||||||||||||||||||||||||||
Outlet at Riverwalk Properties [Member] | Construction Loan Payable [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Total mortgages, notes and loans payable | 64,400,000 | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Master Planned Communities [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 211,195,000 | 223,808,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Term of debt instrument | 10 years | |||||||||||||||||||||||||||
Period for which interest rate is fixed | 5 years | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Cash balance required to be maintained | 3,000,000 | |||||||||||||||||||||||||||
Net worth required to be maintained | 250,000,000 | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | Land Loan [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.50% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 15,874,000 | 18,066,000 | ||||||||||||||||||||||||||
Total mortgages, notes and loans payable | 18,100,000 | |||||||||||||||||||||||||||
Variable rate basis | three-month LIBOR | |||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 5.50% | |||||||||||||||||||||||||||
Annual principal payments as a percentage of outstanding principal balance | 5.00% | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | Development Loan [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.00% | |||||||||||||||||||||||||||
Facility Amount | 140,000,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 10,000 | |||||||||||||||||||||||||||
Outstanding balance | 30,000,000 | |||||||||||||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 3.25% | |||||||||||||||||||||||||||
Term of debt instrument | 3 years | |||||||||||||||||||||||||||
Amount utilized | 96,200,000 | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | Development Loan [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.00% | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S124 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.95% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 236,000 | 285,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S128 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.05% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 623,000 | 707,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S128C [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.05% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 5,274,000 | 5,511,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S132 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.00% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 2,936,000 | 3,962,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S151 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.00% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 6,211,000 | 6,623,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S808 or 810 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.00% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 2,805,000 | 11,168,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Summerlin West [Member] | S108 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.95% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 563,000 | 823,000 | ||||||||||||||||||||||||||
Master Planned Communities [Member] | Woodlands Properties [Member] | Line of Credit [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 250,000,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 176,663,000 | 176,663,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||||||||||
Term of debt instrument | 3 years | |||||||||||||||||||||||||||
Extension period at borrower's option | 1 year | |||||||||||||||||||||||||||
Undrawn and available borrowing capacity | 73,300,000 | |||||||||||||||||||||||||||
Maximum facility amount at first extension option | 220,000,000 | |||||||||||||||||||||||||||
Maximum facility amount at second extension option | 185,000,000 | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Woodlands Properties [Member] | Line of Credit [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.91% | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Woodlands Properties [Member] | Term Loan [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 125,000,000 | |||||||||||||||||||||||||||
Master Planned Communities [Member] | Woodlands Properties [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 125,000,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 914,272,000 | 527,343,000 | ||||||||||||||||||||||||||
Operating Assets [Member] | Capital Lease Obligations [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.60% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 135,000 | 205,000 | ||||||||||||||||||||||||||
Operating Assets [Member] | Shops at Summerlin Centre [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 311,800,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 229,153,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Shops at Summerlin Centre [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.41% | |||||||||||||||||||||||||||
Operating Assets [Member] | Shops at Summerlin Centre [Member] | S108 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.95% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 310,000 | 452,000 | ||||||||||||||||||||||||||
Operating Assets [Member] | Shops at Summerlin Centre [Member] | S128 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.05% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 3,431,000 | 3,569,000 | ||||||||||||||||||||||||||
Operating Assets [Member] | Columbia Corporate Center 70 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 20,000,000 | 16,287,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | one-month LIBOR | ||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.25% | 2.25% | ||||||||||||||||||||||||||
Cash paid in full satisfaction of loan assumed as part of the acquisition | 17,000,000 | |||||||||||||||||||||||||||
Loans Assumed | 16,000,000 | |||||||||||||||||||||||||||
Lender participation right (as a percent) | 30.00% | |||||||||||||||||||||||||||
Percentage of cumulative preferred return on the property | 10.00% | |||||||||||||||||||||||||||
Participation right payment | 700,000 | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Amount of debt issued | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||
Operating Assets [Member] | Columbia Corporate Center 70 [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.41% | |||||||||||||||||||||||||||
Operating Assets [Member] | Columbia Regional Building [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 23,008,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 20,513,000 | 9,207,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin above specified limit (as a percent) | 2.00% | |||||||||||||||||||||||||||
Extension period at borrower's option | 1 year | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Operating Assets [Member] | Columbia Regional Building [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.16% | |||||||||||||||||||||||||||
Operating Assets [Member] | One Hughes Landing [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 4.30% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 52,000,000 | 19,128,000 | 52,000,000 | |||||||||||||||||||||||||
Fixed interest rate (as a percent) | 4.30% | |||||||||||||||||||||||||||
Amount of debt issued | 38,000,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Two Hughes Landing [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 41,230,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 19,992,000 | 10,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.65% | |||||||||||||||||||||||||||
Number of stories of building to be constructed with loan proceeds | 8 | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Number of spaces in parking garage | 630 | |||||||||||||||||||||||||||
Amount of debt issued | 41,200,000 | |||||||||||||||||||||||||||
Area of real estate property to be constructed (in square feet) | 197,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Two Hughes Landing [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.81% | |||||||||||||||||||||||||||
Operating Assets [Member] | 1701 Lake Robbins | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.81% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 4,600,000 | |||||||||||||||||||||||||||
Loans Assumed | 4,600,000 | |||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 5.81% | |||||||||||||||||||||||||||
Operating Assets [Member] | Millennium Waterway Apartments | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.75% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 55,584,000 | 55,584,000 | ||||||||||||||||||||||||||
Total mortgages, notes and loans payable | 55,600,000 | |||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 3.75% | |||||||||||||||||||||||||||
Operating Assets [Member] | Wacker110N [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 29,000,000 | 29,000,000 | 29,000,000 | |||||||||||||||||||||||||
Outstanding balance | 29,000,000 | |||||||||||||||||||||||||||
Fixed interest rate per swap (as a percent) | 5.21% | |||||||||||||||||||||||||||
Corporate recourse guarantee amount | 7,000,000 | |||||||||||||||||||||||||||
Amount to which debt will amortize ratably through maturity following an interest-only period | 12,000,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Wacker110N [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.21% | |||||||||||||||||||||||||||
Operating Assets [Member] | New Trails 9303 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 4.88% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 13,074,000 | 13,398,000 | ||||||||||||||||||||||||||
Amount of debt issued | 14,000,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Riverwalk Marketplace | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 64,400,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 47,118,000 | |||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Decrease in exposure of outstanding principal (as a percent) | 25.00% | |||||||||||||||||||||||||||
Percentage of debt yield to draw additional loan proceeds | 11.00% | |||||||||||||||||||||||||||
Recourse on loan (as a percent) | 50.00% | |||||||||||||||||||||||||||
Operating Assets [Member] | Riverwalk Marketplace | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.91% | |||||||||||||||||||||||||||
Operating Assets [Member] | Resort and Conference Center [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 95,000,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 76,027,000 | 36,100,000 | 36,100,000 | |||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 3.50% | |||||||||||||||||||||||||||
Extension period at borrower's option | 1 year | |||||||||||||||||||||||||||
Amount of a non-recourse construction financing which repaid existing debt | 95,000,000 | |||||||||||||||||||||||||||
Number of extension options | 3 | |||||||||||||||||||||||||||
Area of site (in acres) | 40 | |||||||||||||||||||||||||||
Operating Assets [Member] | Resort and Conference Center [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.66% | |||||||||||||||||||||||||||
Operating Assets [Member] | Ward Centers [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 250,000,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 238,716,000 | 238,716,000 | ||||||||||||||||||||||||||
Outstanding balance | 143,000,000 | |||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.50% | |||||||||||||||||||||||||||
Fixed interest rate per swap (as a percent) | 3.80% | |||||||||||||||||||||||||||
Weighted average interest rate (as a percent) | 3.35% | |||||||||||||||||||||||||||
Unused portion of the debt instrument | 11,300,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Ward Centers [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.35% | |||||||||||||||||||||||||||
Operating Assets [Member] | Ward Centers [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Percentage of debt yield to draw additional loan proceeds | 10.00% | |||||||||||||||||||||||||||
Operating Assets [Member] | Ward Centers [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Loan to value ratio to draw additional loan proceeds (as a percent) | 65.00% | |||||||||||||||||||||||||||
Operating Assets [Member] | Waterway Square 2025 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 4.79% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 14,330,000 | 14,450,000 | ||||||||||||||||||||||||||
Fixed interest rate (as a percent) | 4.79% | |||||||||||||||||||||||||||
Amount of debt issued | 14,500,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Waterway Square 3 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.94% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 52,000,000 | 52,000,000 | 52,000,000 | |||||||||||||||||||||||||
Fixed interest rate (as a percent) | 3.94% | |||||||||||||||||||||||||||
Number of stories of building to be constructed with loan proceeds | 11 | |||||||||||||||||||||||||||
Area of office building to be constructed using proceeds from loan | 232,000 | |||||||||||||||||||||||||||
Amount of debt issued | 43,300,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Waterway 4 [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 4.88% | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 38,289,000 | 39,237,000 | ||||||||||||||||||||||||||
Amount of debt issued | 41,000,000 | |||||||||||||||||||||||||||
Operating Assets [Member] | Hughes Landing [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Area of site (in acres) | 66 | |||||||||||||||||||||||||||
Operating Assets [Member] | Outlet at Riverwalk Properties [Member] | Construction Loan Payable [Member] | Recourse Debt [member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 64,400,000 | |||||||||||||||||||||||||||
Maximum percent recourse | 50.00% | |||||||||||||||||||||||||||
Maximum Percentage Recourse Upon Achievement of Conditions | 25.00% | |||||||||||||||||||||||||||
Debt Yield Required To Achieve The Reduced Maxiumum Percentage Recourse | 11.00% | |||||||||||||||||||||||||||
Time Period Of Minimum Level Of Tenat Sales Needed To Achieve The Reduced Maximum Percent Recourse | 12 months | |||||||||||||||||||||||||||
Strategic Developments [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 105,724,000 | 913,000 | ||||||||||||||||||||||||||
Strategic Developments [Member] | Summerlin [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.25% | |||||||||||||||||||||||||||
Maximum Percentage Recourse Upon Achievement of Conditions | 10.00% | |||||||||||||||||||||||||||
Time Period Of Minimum Level Of Tenat Sales Needed To Achieve The Reduced Maximum Percent Recourse | 12 months | |||||||||||||||||||||||||||
Debt Instrument Debt Service Coverage Ratio | 1.25 | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Amount of debt issued | 311,800,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | Summerlin [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Percentage of occupancy after lease is executed | 90.00% | |||||||||||||||||||||||||||
Strategic Developments [Member] | 1725-35 Hughes Landing Boulevard [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 143,000,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 47,513,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | 1725-35 Hughes Landing Boulevard [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.06% | |||||||||||||||||||||||||||
Strategic Developments [Member] | Three Hughes Landing [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.51% | |||||||||||||||||||||||||||
Facility Amount | 65,455,000 | 65,500,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.35% | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Strategic Developments [Member] | Hughes Landing Hotel [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.66% | |||||||||||||||||||||||||||
Facility Amount | 37,100,000 | |||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.50% | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Amount of debt issued | 37,100,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | Hughes Landing Retail [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 36,575,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 17,424,000 | 913,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 1.95% | |||||||||||||||||||||||||||
Extension period at borrower's option | 1 year | |||||||||||||||||||||||||||
Amount of a non-recourse construction financing which repaid existing debt | 36,600,000 | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Area of real estate property to be constructed (in square feet) | 123,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | Hughes Landing Retail [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.11% | |||||||||||||||||||||||||||
Strategic Developments [Member] | One Lakes Edge [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 73,525,000 | |||||||||||||||||||||||||||
Mortgages, notes, and loans payable, gross | 40,787,000 | |||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.50% | |||||||||||||||||||||||||||
Amount of a non-recourse construction financing which repaid existing debt | 73,500,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | One Lakes Edge [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.66% | |||||||||||||||||||||||||||
Strategic Developments [Member] | Waiea And Anaha Condominium Towers [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 6.91% | |||||||||||||||||||||||||||
Facility Amount | 600,000,000 | 600,000,000 | ||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 6.75% | |||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Strategic Developments [Member] | Waterway Square Hotel [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Facility Amount | 69,300,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | Waterway Square Hotel [Member] | One Month LIBOR | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Interest rate (as a percent) | 2.81% | |||||||||||||||||||||||||||
Strategic Developments [Member] | Waterway Hotel [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 2.65% | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Number of rooms in property securing debt (in rooms) | 302 | |||||||||||||||||||||||||||
Amount of debt issued | 69,300,000 | |||||||||||||||||||||||||||
Strategic Developments [Member] | Hughes Landing Multi Family [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Number of extension options | 2 | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Strategic Developments [Member] | Two Office Buildings [Member] | ||||||||||||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||||||||||||
Interest rate margin (as a percent) | 1.90% | |||||||||||||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||||||||||||
Number of office buildings | 2 | |||||||||||||||||||||||||||
Amount of debt issued | $143,000,000 |
INCOME_TAXES_DetailsK
INCOME TAXES (Details)-K (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 6-May-11 | |
item | |||||
Provision for (benefit from) income taxes | |||||
Current | ($2,050,000) | $1,218,000 | $2,439,000 | ||
Deferred taxes | 65,010,000 | 8,352,000 | 4,448,000 | ||
Provision for (benefit from) income taxes | 62,960,000 | 9,570,000 | 6,887,000 | ||
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes | |||||
Tax at statutory rate on earnings from continuing operations before income taxes | 13,800,000 | -22,477,000 | -42,490,000 | ||
Increase (decrease) in valuation allowance, net | 5,602,000 | -88,826,000 | -32,172,000 | ||
State income taxes, net of Federal income tax benefit | 1,320,000 | 1,562,000 | 1,328,000 | ||
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes | -512,000 | -2,648,000 | -3,087,000 | ||
Tax expense (benefit) from change in rates, prior period adjustments and other permanent differences | -12,193,000 | 4,339,000 | 13,908,000 | ||
Set up deferred tax liability related to captive REIT | -1,068,000 | 53,973,000 | |||
Non-deductible warrant liability (gain) loss | 21,182,000 | 63,695,000 | 65,311,000 | ||
Non-taxable interest income | 18,373,000 | -363,000 | -2,863,000 | ||
Uncertain tax position expense, excluding interest | 2,395,000 | -1,034,000 | 1,765,000 | ||
Uncertain tax position interest, net of Federal income tax benefit | 14,061,000 | 1,349,000 | 5,187,000 | ||
Provision for (benefit from) income taxes | 62,960,000 | 9,570,000 | 6,887,000 | ||
Additional Disclosures | |||||
Gross deferred tax assets | 336,635,000 | 335,674,000 | 336,635,000 | ||
Gross deferred tax liabilities | 413,376,000 | 379,661,000 | 413,376,000 | ||
Valuation allowance | 12,624,000 | 18,218,000 | 12,624,000 | ||
Deferred Tax Assets Valuation Allowance Percentage | 100.00% | ||||
Percentage of deferred tax asset realized on successful implementation of tax planning | 90.00% | ||||
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities | |||||
Operating and Strategic Development properties, primary differences in basis of assets and liabilities | 201,993,000 | 201,303,000 | 201,993,000 | ||
Interest deduction carryforwards | 85,671,000 | 80,520,000 | 85,671,000 | ||
Operating loss and tax credit carryforwards | 48,971,000 | 53,851,000 | 48,971,000 | ||
Total deferred tax assets | 336,635,000 | 335,674,000 | 336,635,000 | ||
Valuation allowance | -12,624,000 | -18,218,000 | -12,624,000 | ||
Total net deferred tax assets | 324,011,000 | 317,456,000 | 324,011,000 | ||
Property Associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs | -137,930,000 | -212,093,000 | -137,930,000 | ||
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities | -48,007,000 | -47,355,000 | -48,007,000 | ||
Deferred income | -227,439,000 | -120,213,000 | -227,439,000 | ||
Total deferred tax liabilities | -413,376,000 | -379,661,000 | -413,376,000 | ||
Net deferred tax liabilities | -89,365,000 | -62,205,000 | -89,365,000 | ||
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | ||||
Unrecognized tax benefits that would impact effective tax rate | 0 | 0 | 0 | 0 | |
Unrecognized tax benefits, excluding interest | 90,532,000 | 184,200,000 | 90,532,000 | 95,917,000 | |
Accrued interest related to unrecognized tax benefits | 60,300,000 | ||||
Interest expense related to unrecognized tax benefits | 21,600,000 | 2,100,000 | 8,200,000 | ||
Unrecognized tax benefits | |||||
Unrecognized Tax Benefits, Beginning Balance | 90,532,000 | 95,917,000 | 101,408,000 | ||
Gross increases - tax positions in prior period | 93,668,000 | 9,162,000 | 841,000 | ||
Gross decreases - tax positions in prior periods | -14,547,000 | -6,332,000 | |||
Unrecognized Tax Benefits, Ending Balance | 90,532,000 | 184,200,000 | 90,532,000 | 95,917,000 | |
Reduction in uncertain tax benefits | 144,100,000 | 0 | 0 | ||
Unrecognized tax benefits, excluding accrued interest, which could significantly increase or decrease during the next twelve months | 184,200,000 | ||||
Deferred Tax Liabilities [Member] | |||||
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities | |||||
Reclassification of uncertain tax position liability | 39,000,000 | ||||
Income Tax Receivable [Member] | |||||
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities | |||||
Reclassification of uncertain tax position liability | 2,500,000 | ||||
Capital Loss Carryforward [Member] | |||||
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes | |||||
Tax credit carryforwards - Federal AMT | 26,345,000 | ||||
Internal Revenue Service (IRS) [Member] | |||||
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes | |||||
Net operating loss carryforwards | 109,096,000 | ||||
Internal Revenue Service (IRS) [Member] | Alternate Minimum Tax [Member] | |||||
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes | |||||
Tax credit carryforwards - Federal AMT | 1,955,000 | ||||
State and Local Jurisdiction [Member] | |||||
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes | |||||
Net operating loss carryforwards | 138,221,000 | ||||
Head Acquisition LP | |||||
Additional Disclosures | |||||
Deferred tax assets previously believed to have had only a remote possibility of realization recorded in the current period | 76,400,000 | ||||
General Growth Properties [Member] | |||||
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities | |||||
Net deferred tax liabilities | 85,100,000 | ||||
Number of subsidiaries involved in dispute with IRS | 2 | ||||
Percentage of certain taxes indemnified by related party | 93.75% | ||||
Amount of combined deficiencies determined by the IRS sought to be overturned by the petition filed | 144,100,000 | ||||
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | ||||
Number of office properties from settlement | 6 | ||||
Value Of Buildings Received From Settlement Of Tax Indemnity Receivable | 130,000,000 | ||||
Non-cash charges | 74,000,000 | ||||
Consideration received | 268,000,000 | ||||
Percentage of deferred tax assets liabilities | 100.00% | ||||
Expected cash recovery | 60,000,000 | ||||
Number of former taxable REIT subsidiaries subject to litigation for which motion is filed to consolidate cases | 2 | ||||
General Growth Properties [Member] | Maximum [Member] | |||||
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities | |||||
Amount of certain taxes indemnified by related party | 303,800,000 | ||||
Victoria Ward Limited [Member] | |||||
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities | |||||
Deferred Tax Liabilities Excess Book Over Tax Basis | $48,000,000 | $46,900,000 | $48,000,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details)-K (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
COMMITMENTS AND CONTINGENCIES | |||
Amount of outstanding letters of credit and surety bonds | $53,700,000 | $58,700,000 | |
Contractual rental expense, including participation rent | 7,300,000 | 6,300,000 | 5,400,000 |
Ground lease payments | |||
2015 | 8,151,000 | ||
2016 | 9,308,000 | ||
2017 | 9,687,000 | ||
2018 | 7,717,000 | ||
2019 | 7,933,000 | ||
Subsequent/Other | 329,233,000 | ||
Total | $372,029,000 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2)-K (South Street Seaport Ground Lease [Member], USD $) | 0 Months Ended | 12 Months Ended |
Jun. 27, 2013 | Dec. 31, 2014 | |
South Street Seaport Ground Lease [Member] | ||
Commitments | ||
Annual fixed rent | $1,200,000 | |
Rent escalation rate (as a percent) | 3.00% | |
Additional annual rent payments to be made through the term of the lease | 210,000 | |
Rent credit to be received | $1,500,000 | |
Maximum period for rent credit | 30 months |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 3)-K (Damage Due to Flooding [Member], USD $) | 12 Months Ended | 27 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 |
Damage Due to Flooding [Member] | ||
Insurance recoveries | ||
Insurance recoveries collected | $47.60 | |
Pre-tax gain recognized in Other (income)/expense | $24.60 | $36.80 |
OTHER_ASSETS_AND_LIABILITIES_D
OTHER ASSETS AND LIABILITIES (Details)-K (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Prepaid Expenses and Other Assets | ||
Special Improvement District receivable | $33,318,000 | $39,688,000 |
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively | 20,284,000 | 21,978,000 |
Tenant incentives and other receivables | 14,264,000 | 6,757,000 |
Federal income tax receivable | 8,629,000 | 6,053,000 |
Prepaid expenses | 9,196,000 | 4,744,000 |
Net carrying amount | 19,663,000 | 20,002,000 |
Security and escrow deposits | 9,829,000 | 28,082,000 |
Other | 2,014,000 | 6,588,000 |
Total prepaid expenses and other assets | 310,136,000 | 173,940,000 |
Accumulated depreciation on other equipment | 2,400,000 | 700,000 |
Accounts Payable and Accrued Expenses | ||
Total accounts payable and accrued expenses | 466,017,000 | 283,991,000 |
Prepaid Expenses and Other Current Assets [Member] | ||
Prepaid Expenses and Other Assets | ||
Increase in prepaid expenses and other assets | 136,200,000 | |
Increase in acquired in-place leases | 23,400,000 | |
Increase in tenant and other receivables | 7,500,000 | |
Decrease in security and escrow deposits | -18,300,000 | |
Decrease in uncertain tax position | 13,100,000 | |
Increase in restricted condominium deposits | 139,200,000 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Construction payables | 170,935,000 | 106,741,000 |
Accounts payable and accrued expenses | 34,154,000 | 44,798,000 |
Condominium deposits | 82,150,000 | 12,405,000 |
Membership deposits | 21,023,000 | 19,665,000 |
Accrued interest | 14,791,000 | 17,463,000 |
Accrued real estate taxes | 9,903,000 | 8,581,000 |
Tenant and other deposits | 12,756,000 | 9,490,000 |
Accrued payroll and other employee liabilities | 25,838,000 | 15,666,000 |
Interest rate swap | 3,144,000 | 4,164,000 |
Special Assessment | 2,326,000 | 2,603,000 |
Other | 21,050,000 | 13,656,000 |
Total accounts payable and accrued expenses | 466,017,000 | 283,991,000 |
Increase in accounts payable and accrued expenses | 182,000,000 | |
Increase in construction payable | 64,200,000 | |
Increase in accrued payroll | 10,200,000 | |
Ward Centers [Member] | ||
Prepaid Expenses and Other Assets | ||
Number of new market rate towers | 2 | |
Ward Centers [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Prepaid Expenses and Other Assets | ||
Increase in condominium deposits | 69,700,000 | |
Shops at Summerlin Centre [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Increase in deferred income | 46,700,000 | |
The Club at Carlton Woods [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Decrease in membership deposits | 3,800,000 | |
Ground Leases below Market [Member] | ||
Prepaid Expenses and Other Assets | ||
Net carrying amount | 19,663,000 | 20,002,000 |
Condominium deposits | 151,592,000 | 12,405,000 |
Tenant Leases above Market [Member] | ||
Prepaid Expenses and Other Assets | ||
Net carrying amount | 4,656,000 | 1,095,000 |
Uncertain tax position asset | 383,000 | 13,528,000 |
Leases, Acquired-in-Place [Member] | ||
Prepaid Expenses and Other Assets | ||
Net carrying amount | 32,715,000 | 9,306,000 |
Intangibles | 3,593,000 | 3,714,000 |
Ground Leases above Market [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Net carrying amount | 2,272,000 | 2,431,000 |
Deferred income | $65,675,000 | $26,328,000 |
INTANGIBLES_DetailsK
INTANGIBLES (Details)-K (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Intangible assets and liabilities | |||
Net Carrying Amount | $19,663,000 | $20,002,000 | |
Amortization/accretion of intangible assets and liabilities | 1,800,000 | 3,100,000 | 2,500,000 |
Estimated future amortization | |||
2015 | 10,600,000 | ||
2016 | 7,600,000 | ||
2017 | 5,600,000 | ||
2018 | 3,700,000 | ||
2019 | 2,700,000 | ||
Thereafter | 18,700,000 | ||
Leases, Acquired-in-Place [Member] | |||
Intangible assets and liabilities | |||
Gross Assets | 39,634,000 | 14,633,000 | |
Accumulated Amortization | -6,919,000 | -5,327,000 | |
Net Carrying Amount | 32,715,000 | 9,306,000 | |
Tenant Leases above Market [Member] | |||
Intangible assets and liabilities | |||
Gross Assets | 5,342,000 | 1,596,000 | |
Accumulated Amortization | -686,000 | -501,000 | |
Net Carrying Amount | 4,656,000 | 1,095,000 | |
Tenant Leases below Market [Member] | |||
Intangible assets and liabilities | |||
Gross Liability | -6,184,000 | -482,000 | |
Accumulated Accretion | 296,000 | 150,000 | |
Net Carrying Amount | -5,888,000 | -332,000 | |
Ground Leases above Market [Member] | |||
Intangible assets and liabilities | |||
Gross Liability | -3,545,000 | -3,546,000 | |
Accumulated Accretion | 1,273,000 | 1,115,000 | |
Net Carrying Amount | -2,272,000 | -2,431,000 | |
Ground Leases below Market [Member] | |||
Intangible assets and liabilities | |||
Gross Assets | 23,096,000 | 23,096,000 | |
Accumulated Amortization | -3,433,000 | -3,094,000 | |
Net Carrying Amount | $19,663,000 | $20,002,000 |
DERIVATIVE_INSTRUMENTS_AND_HED2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details)-K (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Interest Rate Swap [Member] | |
Derivative instruments and hedging activities | |
Estimated additional amount to be reclassified as an increase to interest expense | $1.80 |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |
Derivative instruments and hedging activities | |
Gross notional amounts of cash flow hedges | 172 |
Interest Rate Cap [Member] | Cash Flow Hedging [Member] | |
Derivative instruments and hedging activities | |
Gross notional amounts of cash flow hedges | $100 |
DERIVATIVE_INSTRUMENTS_AND_HED3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2)-K (Designated as Hedging Instrument [Member], Accounts Payable and Accrued Liabilities [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair value of derivative instruments | ||
Derivative liabilities | $3,144 | $4,164 |
Interest Rate Swap [Member] | ||
Fair value of derivative instruments | ||
Derivative liabilities | $3,144 | $4,164 |
DERIVATIVE_INSTRUMENTS_AND_HED4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3)-K (Cash Flow Hedging [Member], Interest Rate Swap [Member], Interest Expense [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Interest Expense [Member] | ||
Effect of the Company's derivative financial instruments on the income statement | ||
Amount of Income (Loss) Recognized in OCI | ($1,192) | $1,306 |
Amount of (Loss) Reclassified from AOCI into Earnings | ($2,195) | ($1,236) |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details)-K (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in accumulated other comprehensive income (loss) by component | |||
Balance at the beginning of the period | ($8,222) | ($9,575) | |
Other comprehensive income before reclassifications | -1,685 | 117 | |
Amounts reclassified from accumulated other comprehensive loss | 2,195 | 1,236 | |
Other comprehensive income (loss) | 510 | 1,353 | -3,997 |
Balance at the end of the period | -7,712 | -8,222 | -9,575 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Changes in accumulated other comprehensive income (loss) by component | |||
Balance at the end of the period | ($7,712) | ($8,222) |
ACCUMULATED_OTHER_COMPREHENSIV3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details 2)-K (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reclassifications out of accumulated other comprehensive income (loss) | |||||||||||
Provision for income taxes | ($62,960) | ($9,570) | ($6,887) | ||||||||
Net loss | 31,929 | 45,615 | -14,733 | -86,331 | 18,538 | 7,433 | -76,496 | -23,170 | -23,520 | -73,695 | -127,543 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Interest Rate Swap [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||||||
Reclassifications out of accumulated other comprehensive income (loss) | |||||||||||
Interest expense | -2,502 | -967 | |||||||||
Provision for income taxes | 307 | -269 | |||||||||
Net loss | ($2,195) | ($1,236) |
STOCKBASED_PLANS_DetailsK
STOCK-BASED PLANS (Details)-K (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 09, 2010 | |
Weighted Average Exercise Price | ||||
Shares of common stock reserved for issuance | 3,698,050 | |||
Significant assumptions used in Black-Scholes option-pricing model | ||||
Expiration period | 10 years | |||
Recognized compensation expense | $8,200,000 | $5,700,000 | $4,300,000 | |
Maximum number of shares available for future grant | 2,434,995 | |||
Minimum [Member] | ||||
Significant assumptions used in Black-Scholes option-pricing model | ||||
Exercisable period | 5 years | |||
Stock Options | ||||
Stock Options | ||||
Stock Options Outstanding at the beginning of the period (in shares) | 965,440 | 861,940 | 712,640 | |
Granted (in shares) | 116,500 | 132,100 | 200,000 | |
Forfeited (in shares) | -35,450 | -28,600 | -50,700 | |
Stock Options Outstanding at the end of the period (in shares) | 1,046,490 | 965,440 | 861,940 | |
Stock options exercisable at the end of the period (in shares) | 400 | |||
Remaining unvested options outstanding and expected to vest (in shares) | 1,024,077 | |||
Weighted Average Exercise Price | ||||
Stock Options Outstanding at the beginning of the period (in dollars per share) | $64.57 | $59.17 | $57.72 | |
Granted (in dollars per share) | $144.26 | $99.38 | $64.19 | |
Forfeited (in dollars per share) | $87.45 | $62.40 | $58.62 | |
Stock Options Outstanding at the end of the period (in dollars per share) | $72.61 | $64.57 | $59.17 | |
Stock options exercisable at the end of the period (in dollars per share) | $57.77 | |||
Stock options expected to vest at the end of the period (in dollars per share) | $72.33 | |||
Weighted average remaining contractual term of stock options outstanding | 7 years | |||
Weighted average remaining contractual term of stock options exercisable | 2 years 6 months | |||
Weighted average remaining contractual term of stock options expected to vest | 7 years | |||
Aggregate intrinsic value | 61,986,678 | |||
Aggregate intrinsic value of stock options exercisable | 29,060 | |||
Aggregate intrinsic value of stock options expected to vest | 60,907,525 | |||
Exercise price range of stock options | ||||
Number Outstanding (in shares) | 1,046,490 | |||
Exercise Price (in dollars per share) | $71.02 | |||
Weighted Average Remaining Contractual Term | 7 years | |||
Number Exercisable (in shares) | 400 | |||
Significant assumptions used in Black-Scholes option-pricing model | ||||
Weighted average grant date fair value (in dollars per share) | $48.65 | $28.04 | $19.33 | |
Weighted-average expected life of options | 7 years 6 months | 7 years 3 months 18 days | 7 years 3 months 18 days | |
Weighted-average risk-free interest rate (as a percent) | 2.20% | 1.80% | 1.40% | |
Weighted-average expected volatility (as a percent) | 25.70% | 22.00% | 25.00% | |
Unamortized stock option expense | 12,800,000 | |||
Weighted-average period for recognition of unamortized restricted stock expense | 3 years | |||
Stock Options | General and Administrative Expense [Member] | ||||
Significant assumptions used in Black-Scholes option-pricing model | ||||
Recognized compensation expense | $4,300,000 | $3,500,000 | $3,000,000 | |
Stock Options | $46.49 - 55.82 | ||||
Exercise price range of stock options | ||||
Number Outstanding (in shares) | 63,500 | |||
Exercise Price (in dollars per share) | $51.26 | |||
Weighted Average Remaining Contractual Term | 6 years 9 months 18 days | |||
Stock Options | $46.49 - 55.82 | Minimum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $46.49 | |||
Stock Options | $46.49 - 55.82 | Maximum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $55.82 | |||
Stock Options | $57.77 - 60.33 | ||||
Exercise price range of stock options | ||||
Number Outstanding (in shares) | 580,400 | |||
Exercise Price (in dollars per share) | $57.95 | |||
Weighted Average Remaining Contractual Term | 6 years 3 months 18 days | |||
Number Exercisable (in shares) | 400 | |||
Stock Options | $57.77 - 60.33 | Minimum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $57.77 | |||
Stock Options | $57.77 - 60.33 | Maximum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $60.33 | |||
Stock Options | $61.64 - 69.75 | ||||
Exercise price range of stock options | ||||
Number Outstanding (in shares) | 170,240 | |||
Exercise Price (in dollars per share) | $66.17 | |||
Weighted Average Remaining Contractual Term | 7 years 3 months 18 days | |||
Stock Options | $61.64 - 69.75 | Minimum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $61.64 | |||
Stock Options | $61.64 - 69.75 | Maximum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $69.75 | |||
Stock Options | $81.80 - 110.50 | ||||
Exercise price range of stock options | ||||
Number Outstanding (in shares) | 128,100 | |||
Exercise Price (in dollars per share) | $99.90 | |||
Weighted Average Remaining Contractual Term | 8 years 6 months | |||
Stock Options | $81.80 - 110.50 | Minimum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $81.80 | |||
Stock Options | $81.80 - 110.50 | Maximum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $110.50 | |||
Stock Options | $125.09 - 151.72 | ||||
Exercise price range of stock options | ||||
Number Outstanding (in shares) | 104,250 | |||
Exercise Price (in dollars per share) | $144.17 | |||
Weighted Average Remaining Contractual Term | 9 years 4 months 24 days | |||
Stock Options | $125.09 - 151.72 | Minimum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $125.09 | |||
Stock Options | $125.09 - 151.72 | Maximum [Member] | ||||
Exercise price range of stock options | ||||
Exercise Price (in dollars per share) | $151.72 |
STOCKBASED_PLANS_Details_2K
STOCK-BASED PLANS (Details 2)-K (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-based plans | |||
Recognized compensation expense | $8.20 | $5.70 | $4.30 |
Restricted Stock [Member] | |||
Stock-based plans | |||
Recognized compensation expense | 3.9 | 2.2 | 1.3 |
Fair value of restricted stock vested | 1.7 | ||
Unamortized restricted stock expense | 10.4 | ||
Weighted-average period for recognition of unamortized restricted stock expense | 3 years 3 months 29 days | ||
Restricted stock activity | |||
Restricted stock outstanding at the beginning of the period (in shares) | 122,334 | 57,933 | 42,553 |
Granted (in shares) | 61,750 | 77,434 | 27,933 |
Vested (in shares) | -11,394 | -13,033 | -12,553 |
Restricted stock outstanding at the end of the period (in shares) | 172,690 | 122,334 | 57,933 |
Weighted Average Grant Date Fair Value | |||
Restricted stock outstanding at the beginning of the period (in dollars per share) | $75.21 | $65.72 | $65.18 |
Granted (in dollars per share) | $126.38 | $79.77 | $63.86 |
Vested (in dollars per share) | $97.72 | $60.15 | $59.77 |
Restricted stock outstanding at the end of the period (in dollars per share) | $92.02 | $75.21 | $65.72 |
Restricted Stock [Member] | General and Administrative Expense [Member] | |||
Stock-based plans | |||
Recognized compensation expense | $3.90 |
RENTALS_UNDER_OPERATING_LEASES2
RENTALS UNDER OPERATING LEASES (Details)-K (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Total Minimum Rent | |||
2015 | $112,488,000 | ||
2016 | 103,487,000 | ||
2017 | 96,518,000 | ||
2018 | 88,816,000 | ||
2019 | 81,872,000 | ||
Subsequent | 309,936,000 | ||
Percentage rent in lieu of fixed minimum rent | 2,900,000 | 2,200,000 | 3,800,000 |
Overage rent | $2,400,000 | $2,600,000 | $2,800,000 |
SEGMENTS_DetailsK
SEGMENTS (Details)-K | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Segments reporting | |
Number of reportable segments | 3 |
Master Planned Communities [Member] | Revenue | Customer Risk | |
Segments reporting | |
Number of commercial land sales buyers | 1 |
Master Planned Communities [Member] | Revenue | One commercial land sales buyer | |
Segments reporting | |
Concentration risk (as a percent) | 11.00% |
SEGMENTS_Details_2K
SEGMENTS (Details 2)-K (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segments reporting | |||||||||||
Land sales | $325,099 | $251,217 | $182,643 | ||||||||
Builder price participation | 20,908 | 9,356 | 5,747 | ||||||||
Minimum rents | 97,234 | 81,668 | 82,621 | ||||||||
Tenant recoveries | 28,353 | 21,068 | 23,351 | ||||||||
Condominium Rights And Unit Sales Revenue | 83,565 | 32,969 | 267 | ||||||||
Other land revenues | 16,503 | 13,416 | 18,073 | ||||||||
Resort and conference center revenues | 37,921 | 39,201 | 39,782 | ||||||||
Other rental and property revenues | 24,982 | 20,523 | 24,402 | ||||||||
Total revenues | 207,053 | 119,228 | 209,631 | 98,653 | 133,953 | 99,615 | 145,759 | 90,091 | 634,565 | 469,418 | 376,886 |
Cost of sales - land | 119,672 | 124,040 | 89,298 | ||||||||
Other property operating costs | 67,034 | 65,723 | 63,035 | ||||||||
Rental property real estate taxes | 17,407 | 14,291 | 13,643 | ||||||||
Rental property maintenance costs | 9,135 | 8,083 | 8,655 | ||||||||
Resort and conference center operations | 31,829 | 29,454 | 29,112 | ||||||||
Provision for doubtful accounts | 1,404 | 836 | 1,224 | ||||||||
Demolition costs | 6,734 | 2,078 | |||||||||
Development-related marketing costs | 22,783 | 5,880 | |||||||||
Depreciation and amortization | 55,958 | 33,845 | 24,429 | ||||||||
Other income | -29,471 | -29,478 | -2,125 | ||||||||
Interest income | -22,531 | -3,185 | -9,437 | ||||||||
Interest expense | 38,624 | 9,759 | 964 | ||||||||
Equity in Earnings from Real Estate and Other Affiliates | -23,336 | -14,428 | -3,683 | ||||||||
REP EBT | 255,838 | 154,437 | 109,705 | ||||||||
Master Planned Communities [Member] | Real Estate Consolidated and Unconsolidated Properties [Member] | |||||||||||
Segments reporting | |||||||||||
Land sales | 325,099 | 251,217 | 182,643 | ||||||||
Builder price participation | 20,908 | 9,356 | 5,747 | ||||||||
Minimum rents | 818 | 781 | 576 | ||||||||
Other land revenues | 16,470 | 13,416 | 18,073 | ||||||||
Total revenues | 363,295 | 274,770 | 207,039 | ||||||||
Operating Assets [Member] | Real Estate Consolidated and Unconsolidated Properties [Member] | |||||||||||
Segments reporting | |||||||||||
Minimum rents | 95,807 | 80,124 | 81,140 | ||||||||
Tenant recoveries | 28,133 | 20,901 | 23,210 | ||||||||
Resort and conference center revenues | 37,921 | 39,201 | 39,782 | ||||||||
Other rental and property revenues | 24,429 | 20,360 | 20,959 | ||||||||
Total revenues | 186,290 | 160,586 | 165,091 | ||||||||
Strategic Developments [Member] | Real Estate Consolidated and Unconsolidated Properties [Member] | |||||||||||
Segments reporting | |||||||||||
Minimum rents | 609 | 763 | 905 | ||||||||
Tenant recoveries | 220 | 167 | 141 | ||||||||
Condominium Rights And Unit Sales Revenue | 83,565 | 32,969 | 267 | ||||||||
Other land revenues | 33 | ||||||||||
Other rental and property revenues | 553 | 163 | 3,443 | ||||||||
Total revenues | 84,980 | 34,062 | 4,756 | ||||||||
Operating Segments [Member] | |||||||||||
Segments reporting | |||||||||||
Total revenues | 634,565 | 469,418 | 376,886 | ||||||||
Operating Segments [Member] | Master Planned Communities [Member] | |||||||||||
Segments reporting | |||||||||||
Total revenues | 363,295 | 274,770 | 207,039 | ||||||||
Operating Segments [Member] | Master Planned Communities [Member] | Real Estate Consolidated and Unconsolidated Properties [Member] | |||||||||||
Segments reporting | |||||||||||
Total revenues | 221,181 | 130,978 | 91,937 | ||||||||
Cost of sales - land | 119,672 | 124,040 | 89,298 | ||||||||
Land sales operations | 31,932 | 30,826 | 32,817 | ||||||||
Land sales real estate and business taxes | 9,862 | 7,588 | 7,558 | ||||||||
Provision for doubtful accounts | -11 | ||||||||||
Depreciation and amortization | 397 | 32 | 72 | ||||||||
Interest income | -118 | -16 | -45 | ||||||||
Interest expense | -19,620 | -18,678 | -14,598 | ||||||||
Total expenses | 142,114 | 143,792 | 115,102 | ||||||||
Operating Segments [Member] | Operating Assets [Member] | |||||||||||
Segments reporting | |||||||||||
Total revenues | 186,290 | 160,586 | 165,091 | ||||||||
Operating Segments [Member] | Operating Assets [Member] | Real Estate Consolidated and Unconsolidated Properties [Member] | |||||||||||
Segments reporting | |||||||||||
Other rental and property revenues | 62,752 | 61,146 | 60,072 | ||||||||
Rental property real estate taxes | 14,860 | 12,065 | 11,292 | ||||||||
Rental property maintenance costs | 8,592 | 7,552 | 8,073 | ||||||||
Resort and conference center operations | 31,829 | 29,454 | 29,112 | ||||||||
Provision for doubtful accounts | 1,399 | 835 | 1,335 | ||||||||
Demolition costs | 6,712 | 2,078 | |||||||||
Development-related marketing costs | 9,770 | 3,462 | |||||||||
Depreciation and amortization | 49,272 | 31,427 | 23,318 | ||||||||
Interest income | -151 | -135 | -185 | ||||||||
Interest expense | 17,081 | 19,146 | 16,289 | ||||||||
Equity in Earnings from Real Estate and Other Affiliates | -2,025 | -3,893 | -3,683 | ||||||||
Total expenses | 200,091 | 163,137 | 145,623 | ||||||||
REP EBT | -13,801 | -2,551 | 19,468 | ||||||||
Operating Segments [Member] | Strategic Developments [Member] | |||||||||||
Segments reporting | |||||||||||
Total revenues | 84,980 | 34,062 | 4,756 | ||||||||
Operating Segments [Member] | Strategic Developments [Member] | Real Estate Consolidated and Unconsolidated Properties [Member] | |||||||||||
Segments reporting | |||||||||||
Condominium Rights And Unit Sales Revenue | 49,995 | 16,572 | 96 | ||||||||
Other property operating costs | 4,282 | 5,547 | 3,094 | ||||||||
Rental property real estate taxes | 2,547 | 2,226 | 2,351 | ||||||||
Rental property maintenance costs | 543 | 531 | 582 | ||||||||
Provision for doubtful accounts | 16 | -111 | |||||||||
Demolition costs | 22 | ||||||||||
Development-related marketing costs | 13,013 | 1,449 | |||||||||
Depreciation and amortization | 1,706 | 189 | 225 | ||||||||
Other income | -2,373 | -3,609 | |||||||||
Interest expense | -11,918 | -4,318 | 219 | ||||||||
Equity in Earnings from Real Estate and Other Affiliates | -21,311 | -10,535 | |||||||||
Total expenses | 36,522 | 8,052 | 6,456 | ||||||||
Venture partner share of The Woodlands EBT | 48,458 | 26,010 | -1,700 | ||||||||
REP EBT | $255,838 | $154,437 | $109,705 |
SEGMENTS_Details_3K
SEGMENTS (Details 3)-K (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of REP EBT to GAAP net income (loss) | |||
REP EBT | $255,838 | $154,437 | $109,705 |
General and administrative | -73,569 | -48,466 | -36,548 |
Corporate interest income, net | 22,531 | 3,185 | 9,437 |
Warrant liability loss | -60,520 | -181,987 | -185,017 |
Increase (reduction) in tax indemnity receivable | 90 | -1,206 | -20,260 |
Loss on settlement of tax indemnity receivable | -74,095 | ||
Corporate other income, net: | 29,471 | 29,478 | 2,125 |
Corporate depreciation and amortization | -55,958 | -33,845 | -24,429 |
Income (loss) before taxes | 39,440 | -64,125 | -120,656 |
Operating Segments [Member] | Consolidated Properties [Member] | |||
Reconciliation of REP EBT to GAAP net income (loss) | |||
General and administrative | -73,569 | -48,466 | -36,548 |
Corporate, Non-Segment [Member] | |||
Reconciliation of REP EBT to GAAP net income (loss) | |||
Corporate interest income, net | 30,819 | 10,575 | -10,153 |
Warrant liability loss | -60,520 | -181,987 | -185,017 |
Corporate other income, net: | 27,098 | 25,869 | 2,125 |
Corporate depreciation and amortization | -4,583 | -2,197 | -814 |
Income (loss) before taxes | $39,440 | ($64,125) | ($120,656) |
SEGMENTS_Details_4K
SEGMENTS (Details 4)-K (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Segment Basis Revenues to GAAP Revenues | |||||||||||
Total revenues | $207,053 | $119,228 | $209,631 | $98,653 | $133,953 | $99,615 | $145,759 | $90,091 | $634,565 | $469,418 | $376,886 |
Operating Segments [Member] | |||||||||||
Reconciliation of Segment Basis Revenues to GAAP Revenues | |||||||||||
Total revenues | 634,565 | 469,418 | 376,886 | ||||||||
Master Planned Communities [Member] | Operating Segments [Member] | |||||||||||
Reconciliation of Segment Basis Revenues to GAAP Revenues | |||||||||||
Total revenues | 363,295 | 274,770 | 207,039 | ||||||||
Operating Assets [Member] | Operating Segments [Member] | |||||||||||
Reconciliation of Segment Basis Revenues to GAAP Revenues | |||||||||||
Total revenues | 186,290 | 160,586 | 165,091 | ||||||||
Strategic Developments [Member] | Operating Segments [Member] | |||||||||||
Reconciliation of Segment Basis Revenues to GAAP Revenues | |||||||||||
Total revenues | $84,980 | $34,062 | $4,756 |
SEGMENTS_Details_5K
SEGMENTS (Details 5)-K (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of total segment assets to total assets | ||
Assets | $5,119,931,000 | $4,567,868,000 |
Additional information | ||
Payment to IRS net amount received upon settlement | 65,300,000 | |
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | |
General Growth Properties [Member] | ||
Additional information | ||
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | |
Operating Assets [Member] | ||
Additional information | ||
Increase (decrease) in assets | 776,000,000 | |
Operating Assets [Member] | Revision Of Segement Classification [Member] | Scenario, Previously Reported [Member] | ||
Additional information | ||
Incorrectly classified amount | 185,700,000 | |
Strategic Developments [Member] | ||
Additional information | ||
Increase (decrease) in assets | 394,100,000 | |
Strategic Developments [Member] | Ward Centers [Member] | ||
Additional information | ||
Deposits collected on the sale of condominium units | 151,600,000 | |
New developments in progress | 41,600,000 | |
Strategic Developments [Member] | Land Parcel Near Seaport [Member] | ||
Additional information | ||
Purchase deposits | 141,800,000 | |
Strategic Developments [Member] | 1725-35 Hughes Landing Boulevard [Member] | ||
Additional information | ||
New developments in progress | 78,000,000 | |
Strategic Developments [Member] | One Lakes Edge [Member] | ||
Additional information | ||
New developments in progress | 58,700,000 | |
Strategic Developments [Member] | Hughes Landing Retail [Member] | ||
Additional information | ||
New developments in progress | 20,300,000 | |
Strategic Developments [Member] | Waterway Square Hotel [Member] | ||
Additional information | ||
New developments in progress | 18,800,000 | |
Strategic Developments [Member] | Woodlands [Member] | ||
Additional information | ||
Increase (decrease) in assets | 31,900,000 | |
Strategic Developments [Member] | IBM Building At Ward Village [Member] | ||
Additional information | ||
Increase in buildings and equipment from the completion of the transformation of the IBM building | 22,200,000 | |
Operating Segments [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 4,691,289,000 | 3,381,501,000 |
Operating Segments [Member] | Master Planned Communities [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 1,877,043,000 | 1,760,639,000 |
Operating Segments [Member] | Operating Assets [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 1,934,350,000 | 1,158,337,000 |
Operating Segments [Member] | Operating Assets [Member] | Summerlin [Member] | ||
Additional information | ||
Opening of Downtown | 423,700,000 | |
Transfer of property | 163,800,000 | |
Operating Segments [Member] | Operating Assets [Member] | Riverwalk Marketplace | ||
Additional information | ||
Re-opening of the outlet collection | 53,800,000 | |
Operating Segments [Member] | Operating Assets [Member] | Columbia Offices [Member] | ||
Additional information | ||
Assets acquisitions | 130,000,000 | |
Operating Segments [Member] | Operating Assets [Member] | Wacker110N [Member] | ||
Additional information | ||
Assets acquisitions | 12,200,000 | |
Operating Segments [Member] | Operating Assets [Member] | 3831 Technology Forest [Member] | ||
Additional information | ||
Placing in service | 16,600,000 | |
Operating Segments [Member] | Operating Assets [Member] | Hughes Landing Retail [Member] | ||
Additional information | ||
Number of properties transferred to operating segment | 2 | |
Placing in service | 45,200,000 | |
Operating Segments [Member] | Operating Assets [Member] | Woodlands [Member] | ||
Additional information | ||
Completion of renovation | 52,400,000 | |
Operating Segments [Member] | Operating Assets [Member] | South Street Seaport | ||
Additional information | ||
Assets acquisitions | 24,400,000 | |
Development expenditures | 61,000,000 | |
Operating Segments [Member] | Strategic Developments [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 879,896,000 | 462,525,000 |
Corporate, Non-Segment [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 428,642,000 | 1,186,367,000 |
Additional information | ||
Increase (decrease) in assets | 757,700,000 | |
Tax indemnification asset | $320,500,000 |
QUARTERLY_FINANCIAL_INFORMATIO2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details)-K (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | |||||||||||
Total revenues | $207,053 | $119,228 | $209,631 | $98,653 | $133,953 | $99,615 | $145,759 | $90,091 | $634,565 | $469,418 | $376,886 |
Operating income | 37,144 | 23,850 | 91,781 | 13,947 | 43,430 | 10,700 | 47,790 | 9,294 | 166,722 | 111,214 | 72,465 |
Net loss | 31,929 | 45,615 | -14,733 | -86,331 | 18,538 | 7,433 | -76,496 | -23,170 | -23,520 | -73,695 | -127,543 |
Net income (loss) attributable to common stockholders | $31,930 | $45,615 | ($14,760) | ($86,316) | $18,533 | $7,335 | ($76,554) | ($23,124) | ($23,531) | ($73,790) | ($128,288) |
EARNINGS PER SHARE | |||||||||||
Basic loss per share: (in dollars per share) | $0.81 | $1.16 | ($0.37) | ($2.19) | $0.47 | $0.19 | ($1.94) | ($0.59) | ($0.60) | ($1.87) | ($3.36) |
Diluted loss per share: (in dollars per share) | ($1.18) | $0.48 | ($0.37) | ($2.19) | $0.44 | $0.17 | ($1.94) | ($0.59) | ($0.60) | ($1.87) | ($3.36) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||||||||||
Basic (in shares) | 39,464 | 39,465 | 39,458 | 39,454 | 39,454 | 39,454 | 39,445 | 39,441 | 39,464 | 39,449 | 38,127 |
Diluted (in shares) | 43,027 | 43,171 | 39,458 | 39,454 | 42,529 | 42,439 | 39,445 | 39,441 | 39,464 | 39,449 | 38,127 |
Recovered_Sheet1
Schedule III - REAL ESTATE AND ACCUMLATED DEPRECIATION (Details)-K (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | $1,993,470,000 | |||
Initial Cost | ||||
Land | 2,386,428,000 | |||
Buildings and Improvements | 984,767,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -428,154,000 | |||
Buildings and Improvements | 1,173,515,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,958,273,000 | |||
Buildings and Improvements | 2,158,282,000 | |||
Total | 4,116,556,000 | 3,024,833,000 | 2,746,596,000 | 2,589,730,000 |
Accumulated Depreciation | 157,182,000 | 111,728,000 | 112,491,000 | 91,605,000 |
Aggregate cost of land, building and improvements for federal income tax purposes | 3,500,000,000 | |||
Site in Pocatello Idaho [Member] | ||||
Initial Cost | ||||
Land | 740,000 | |||
Buildings and Improvements | 2,060,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -740,000 | |||
Buildings and Improvements | -1,381,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 679,000 | |||
Total | 679,000 | |||
Allentowne [Member] | ||||
Initial Cost | ||||
Land | 25,575,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -25,575,000 | |||
Buildings and Improvements | 25,475,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 25,475,000 | |||
Total | 25,475,000 | |||
Anaha Condominiums [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 47,783,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 47,783,000 | |||
Total | 47,783,000 | |||
Bridgeland [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 15,884,000 | |||
Initial Cost | ||||
Land | 257,222,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 157,571,000 | |||
Buildings and Improvements | 3,523,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 414,793,000 | |||
Buildings and Improvements | 3,523,000 | |||
Total | 418,316,000 | |||
Accumulated Depreciation | 599,000 | |||
Bridges at Mint Hill L L C [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 21,097,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 21,097,000 | |||
Total | 21,097,000 | |||
Century Plaza [Member] | ||||
Initial Cost | ||||
Land | 3,164,000 | |||
Buildings and Improvements | 28,514,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -3,164,000 | |||
Buildings and Improvements | -24,241,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 4,273,000 | |||
Total | 4,273,000 | |||
Circle T | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 40,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 40,000 | |||
Total | 40,000 | |||
Columbia Corporate Center 70 [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 20,000,000 | |||
Initial Cost | ||||
Land | 1,281,000 | |||
Buildings and Improvements | 14,523,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 6,256,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,281,000 | |||
Buildings and Improvements | 20,779,000 | |||
Total | 22,060,000 | |||
Accumulated Depreciation | 1,612,000 | |||
Columbia Offices [Member] | ||||
Initial Cost | ||||
Land | 1,575,000 | |||
Buildings and Improvements | 28,447,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 23,404,000 | |||
Buildings and Improvements | 83,493,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 24,979,000 | |||
Buildings and Improvements | 111,940,000 | |||
Total | 136,919,000 | |||
Accumulated Depreciation | 12,517,000 | |||
Columbia Regional Building [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 20,513,000 | |||
Initial Cost | ||||
Buildings and Improvements | 28,865,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 28,865,000 | |||
Total | 28,865,000 | |||
Accumulated Depreciation | 1,206,000 | |||
Conroe, Texas | ||||
Initial Cost | ||||
Land | 99,284,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 99,284,000 | |||
Total | 99,284,000 | |||
Cottonwood Mall [Member] | ||||
Initial Cost | ||||
Land | 7,613,000 | |||
Buildings and Improvements | 42,987,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -7,613,000 | |||
Buildings and Improvements | -22,271,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 20,716,000 | |||
Total | 20,716,000 | |||
Cottonwood Square [Member] | ||||
Initial Cost | ||||
Land | 1,558,000 | |||
Buildings and Improvements | 4,339,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 913,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,558,000 | |||
Buildings and Improvements | 5,252,000 | |||
Total | 6,810,000 | |||
Accumulated Depreciation | 1,624,000 | |||
Creekside Park Village Center [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 15,054,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 15,054,000 | |||
Total | 15,054,000 | |||
Shops at Summerlin Centre [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 229,153,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 17,248,000 | |||
Buildings and Improvements | 339,399,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 17,248,000 | |||
Buildings and Improvements | 339,399,000 | |||
Total | 356,647,000 | |||
Accumulated Depreciation | 2,146,000 | |||
Elk Grove Promenade [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 8,412,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 8,412,000 | |||
Total | 8,412,000 | |||
Accumulated Depreciation | 4,000 | |||
Hughes Landing Hotel [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 6,752,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 6,752,000 | |||
Total | 6,752,000 | |||
Hughes Landing Retail [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 17,424,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 26,320,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 26,320,000 | |||
Total | 26,320,000 | |||
One Hughes Landing [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 52,000,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 1,678,000 | |||
Buildings and Improvements | 35,062,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,678,000 | |||
Buildings and Improvements | 35,062,000 | |||
Total | 36,741,000 | |||
Accumulated Depreciation | 1,626,000 | |||
Two Hughes Landing [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 19,992,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 2,109,000 | |||
Buildings and Improvements | 34,941,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 2,109,000 | |||
Buildings and Improvements | 34,941,000 | |||
Total | 37,050,000 | |||
Accumulated Depreciation | 296,000 | |||
Three Hughes Landing [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 13,008,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 13,008,000 | |||
Total | 13,008,000 | |||
1725-35 Hughes Landing Boulevard [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 47,513,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 84,599,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 84,599,000 | |||
Total | 84,599,000 | |||
Kendall Town Center [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 18,579,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 18,579,000 | |||
Total | 18,579,000 | |||
1701 Lake Robbins | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 4,600,000 | |||
Initial Cost | ||||
Land | 1,663,000 | |||
Buildings and Improvements | 3,725,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,663,000 | |||
Buildings and Improvements | 3,725,000 | |||
Total | 5,388,000 | |||
Accumulated Depreciation | 39,000 | |||
Lake Woodlands Drive 2201 [Member] | ||||
Initial Cost | ||||
Land | 3,755,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 3,755,000 | |||
Total | 3,755,000 | |||
One Lakes Edge [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 40,787,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 64,800,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 64,800,000 | |||
Total | 64,800,000 | |||
Lakemoor Volo Land [Member] | ||||
Initial Cost | ||||
Land | 320,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -320,000 | |||
Buildings and Improvements | 321,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 321,000 | |||
Total | 321,000 | |||
Landmark Mall [Member] | ||||
Initial Cost | ||||
Land | 28,396,000 | |||
Buildings and Improvements | 67,235,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -19,408,000 | |||
Buildings and Improvements | -37,427,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 8,988,000 | |||
Buildings and Improvements | 29,808,000 | |||
Total | 38,796,000 | |||
Accumulated Depreciation | 8,118,000 | |||
Maryland [Member] | ||||
Initial Cost | ||||
Land | 457,552,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -397,669,000 | |||
Buildings and Improvements | 6,854,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 59,883,000 | |||
Buildings and Improvements | 6,854,000 | |||
Total | 66,738,000 | |||
Accumulated Depreciation | 106,000 | |||
Millennium Waterway Apartments | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 55,584,000 | |||
Initial Cost | ||||
Land | 15,917,000 | |||
Buildings and Improvements | 56,002,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 15,917,000 | |||
Buildings and Improvements | 56,002,000 | |||
Total | 71,919,000 | |||
Accumulated Depreciation | 5,810,000 | |||
New Trails 9303 [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 13,074,000 | |||
Initial Cost | ||||
Land | 1,929,000 | |||
Buildings and Improvements | 11,915,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 1,959,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,929,000 | |||
Buildings and Improvements | 13,874,000 | |||
Total | 15,803,000 | |||
Accumulated Depreciation | 1,513,000 | |||
Wacker110N [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 29,000,000 | |||
Initial Cost | ||||
Buildings and Improvements | 29,035,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 12,249,000 | |||
Buildings and Improvements | 5,461,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 12,249,000 | |||
Buildings and Improvements | 34,496,000 | |||
Total | 46,745,000 | |||
Accumulated Depreciation | 13,366,000 | |||
Riverwalk Marketplace | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 47,118,000 | |||
Initial Cost | ||||
Buildings and Improvements | 94,513,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | -1,896,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 92,617,000 | |||
Total | 92,617,000 | |||
Accumulated Depreciation | 4,391,000 | |||
Park West [Member] | ||||
Initial Cost | ||||
Land | 16,526,000 | |||
Buildings and Improvements | 77,548,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 1,201,000 | |||
Buildings and Improvements | 925,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 17,727,000 | |||
Buildings and Improvements | 78,473,000 | |||
Total | 96,199,000 | |||
Accumulated Depreciation | 20,224,000 | |||
80 South Street [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 144,015,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 144,015,000 | |||
Total | 144,015,000 | |||
South Street Seaport | ||||
Initial Cost | ||||
Buildings and Improvements | 7,884,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 15,913,000 | |||
Buildings and Improvements | 100,630,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 15,913,000 | |||
Buildings and Improvements | 108,514,000 | |||
Total | 124,427,000 | |||
Accumulated Depreciation | 520,000 | |||
Summerlin [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 22,389,000 | |||
Initial Cost | ||||
Land | 990,179,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -128,520,000 | |||
Buildings and Improvements | 987,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 861,659,000 | |||
Buildings and Improvements | 987,000 | |||
Total | 862,646,000 | |||
Accumulated Depreciation | 440,000 | |||
3831 Technology Forest [Member] | ||||
Initial Cost | ||||
Land | 514,000 | |||
Buildings and Improvements | 14,194,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 514,000 | |||
Buildings and Improvements | 14,194,000 | |||
Total | 14,708,000 | |||
Accumulated Depreciation | 21,000 | |||
The Club at Carlton Woods [Member] | ||||
Initial Cost | ||||
Land | 13,796,000 | |||
Buildings and Improvements | 457,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 393,000 | |||
Buildings and Improvements | 2,439,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 14,189,000 | |||
Buildings and Improvements | 2,896,000 | |||
Total | 17,084,000 | |||
Accumulated Depreciation | 394,000 | |||
The Metropolitan Downtown Columbia Project [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 1,484,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 1,484,000 | |||
Total | 1,484,000 | |||
Woodlands Properties [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 176,663,000 | |||
Initial Cost | ||||
Land | 267,996,000 | |||
Buildings and Improvements | 9,814,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -57,180,000 | |||
Buildings and Improvements | 118,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 210,816,000 | |||
Buildings and Improvements | 9,932,000 | |||
Total | 220,749,000 | |||
Accumulated Depreciation | 1,378,000 | |||
Woodlands Parking Garages [Member] | ||||
Initial Cost | ||||
Land | 5,857,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 689,000 | |||
Buildings and Improvements | 6,303,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 6,546,000 | |||
Buildings and Improvements | 6,303,000 | |||
Total | 12,848,000 | |||
Accumulated Depreciation | 184,000 | |||
Resort and Conference Center [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 76,027,000 | |||
Initial Cost | ||||
Land | 13,258,000 | |||
Buildings and Improvements | 37,983,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 71,345,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 13,258,000 | |||
Buildings and Improvements | 109,328,000 | |||
Total | 122,586,000 | |||
Accumulated Depreciation | 4,022,000 | |||
Waiea Condominiums [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 30,555,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 30,555,000 | |||
Total | 30,555,000 | |||
Ward Centers [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 238,716,000 | |||
Initial Cost | ||||
Land | 164,007,000 | |||
Buildings and Improvements | 89,321,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -21,157,000 | |||
Buildings and Improvements | 189,259,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 142,850,000 | |||
Buildings and Improvements | 278,580,000 | |||
Total | 421,430,000 | |||
Accumulated Depreciation | 52,551,000 | |||
Ward Workforce Housing [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 5,114,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 5,114,000 | |||
Total | 5,114,000 | |||
Waterway Garage Retail [Member] | ||||
Initial Cost | ||||
Land | 1,342,000 | |||
Buildings and Improvements | 4,255,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -1,000 | |||
Buildings and Improvements | 1,106,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,341,000 | |||
Buildings and Improvements | 5,361,000 | |||
Total | 6,702,000 | |||
Accumulated Depreciation | 548,000 | |||
Waterway Square 3 [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 52,000,000 | |||
Initial Cost | ||||
Land | 748,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 42,214,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 748,000 | |||
Buildings and Improvements | 42,214,000 | |||
Total | 42,962,000 | |||
Accumulated Depreciation | 3,162,000 | |||
Waterway 4 [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 38,289,000 | |||
Initial Cost | ||||
Land | 1,430,000 | |||
Buildings and Improvements | 51,553,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 6,748,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,430,000 | |||
Buildings and Improvements | 58,301,000 | |||
Total | 59,731,000 | |||
Accumulated Depreciation | 7,005,000 | |||
Waterway Square Hotel [Member] | ||||
Initial Cost | ||||
Buildings and Improvements | 22,473,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 22,473,000 | |||
Total | 22,473,000 | |||
Waterway Square 2025 [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 14,330,000 | |||
Initial Cost | ||||
Land | 2,346,000 | |||
Buildings and Improvements | 8,871,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Buildings and Improvements | 617,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 2,346,000 | |||
Buildings and Improvements | 9,488,000 | |||
Total | 11,834,000 | |||
Accumulated Depreciation | 1,101,000 | |||
West Windsor [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 53,000 | |||
Buildings and Improvements | 23,617,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 53,000 | |||
Buildings and Improvements | 23,617,000 | |||
Total | 23,670,000 | |||
Woodloch Forest 1400 [Member] | ||||
Costs Capitalized Subsequent to Acquisition | ||||
Land | 1,570,000 | |||
Buildings and Improvements | 14,045,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Land | 1,570,000 | |||
Buildings and Improvements | 14,045,000 | |||
Total | 15,615,000 | |||
Accumulated Depreciation | 6,612,000 | |||
Corporate Segment [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Encumbrances | 762,414,000 | |||
Initial Cost | ||||
Land | 885,000 | |||
Buildings and Improvements | 1,027,000 | |||
Costs Capitalized Subsequent to Acquisition | ||||
Land | -885,000 | |||
Buildings and Improvements | 16,336,000 | |||
Gross Amounts at Which Carried at Close of Period | ||||
Buildings and Improvements | 17,363,000 | |||
Total | 17,363,000 | |||
Accumulated Depreciation | $4,048,000 |
Schedule_III_REAL_ESTATE_AND_A1
Schedule III - REAL ESTATE AND ACCUMLATED DEPRECIATION (Details 2)-K (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Real Estate | ||||
Balance at beginning of year | $3,024,833 | $2,746,596 | $2,589,730 | |
Change in land | 296,147 | 90,124 | 66,889 | |
Additions | 973,833 | 352,141 | 179,372 | |
Dispositions and write-offs and land costs of sales | -178,257 | -164,028 | -89,395 | |
Balance at end of year | 4,116,556 | 3,024,833 | 2,746,596 | 2,589,730 |
Reconciliation of Accumulated Depreciation | ||||
Balance at beginning of year | 111,728 | 112,491 | 91,605 | |
Depreciation Expense | -50,683 | -29,637 | -19,457 | |
Dispositions and write-offs | -5,229 | -30,400 | 1,429 | |
Balance at end of year | $157,182 | $111,728 | $112,491 | $91,605 |
Building and Building Improvements [Member] | Minimum [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Estimated useful lives of assets | 10 years | |||
Building and Building Improvements [Member] | Maximum [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Estimated useful lives of assets | 45 years | |||
Equipment Tenant Improvements and Fixtures [Member] | Minimum [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Estimated useful lives of assets | 5 years | |||
Equipment Tenant Improvements and Fixtures [Member] | Maximum [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Estimated useful lives of assets | 10 years | |||
Computer, Hardware and Software and Vehicles [Member] | Minimum [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Estimated useful lives of assets | 3 years | |||
Computer, Hardware and Software and Vehicles [Member] | Maximum [Member] | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ||||
Estimated useful lives of assets | 5 years |