Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | Howard Hughes Corp | |
Entity Central Index Key | 1498828 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 39,707,335 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Investment in real estate: | ||
Master Planned Community assets | $1,639,464 | $1,641,063 |
Land | 321,176 | 317,211 |
Buildings and equipment | 1,295,694 | 1,243,979 |
Less: accumulated depreciation | -173,439 | -157,182 |
Developments | 1,109,109 | 914,303 |
Net property and equipment | 4,192,004 | 3,959,374 |
Investment in Real Estate Affiliates | 56,127 | 53,686 |
Net investment in real estate | 4,248,131 | 4,013,060 |
Cash and cash equivalents | 458,372 | 560,451 |
Accounts receivable, net | 37,271 | 28,190 |
Municipal Utility District receivables, net | 111,066 | 104,394 |
Notes receivable, net | 26,892 | 28,630 |
Deferred expenses, net | 73,845 | 75,070 |
Prepaid expenses and other assets, net | 293,199 | 310,136 |
Total assets | 5,248,776 | 5,119,931 |
Liabilities: | ||
Mortgages, notes and loans payable | 2,123,617 | 1,993,470 |
Deferred tax liabilities | 63,568 | 62,205 |
Warrant liabilities | 474,890 | 366,080 |
Uncertain tax position liability | 4,709 | 4,653 |
Accounts payable and accrued expenses | 458,267 | 466,017 |
Total liabilities | 3,125,051 | 2,892,425 |
Commitments and Contingencies (see Note 10) | ||
Equity: | ||
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 | 397 | 396 |
Additional paid-in capital | 2,839,709 | 2,838,013 |
Accumulated deficit | -712,894 | -606,934 |
Accumulated other comprehensive loss | -7,259 | -7,712 |
Total stockholders' equity | 2,119,953 | 2,223,763 |
Noncontrolling interests | 3,772 | 3,743 |
Total equity | 2,123,725 | 2,227,506 |
Total liabilities and equity | $5,248,776 | $5,119,931 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 39,707,335 | 39,638,094 |
Common stock, shares outstanding | 39,707,335 | 39,638,094 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Master Planned Community land sales | $48,081 | $47,671 |
Builder price participation | 5,698 | 4,097 |
Minimum rents | 35,194 | 20,360 |
Tenant recoveries | 9,667 | 6,015 |
Condominium rights and unit sales | 34,857 | 3,126 |
Resort and conference center revenues | 12,003 | 9,426 |
Other land revenues | 3,293 | 2,512 |
Other rental and property revenues | 6,297 | 5,446 |
Total revenues | 155,090 | 98,653 |
Expenses: | ||
Master Planned Community cost of sales | 23,896 | 23,078 |
Master Planned Community operations | 9,983 | 9,261 |
Other property operating costs | 18,145 | 13,804 |
Rental property real estate taxes | 6,200 | 3,740 |
Rental property maintenance costs | 2,744 | 1,915 |
Condominium rights and unit cost of sales | 22,409 | 1,571 |
Resort and conference center operations | 9,078 | 7,511 |
Provision for doubtful accounts | 809 | 143 |
Demolition costs | 117 | 2,516 |
Development-related marketing costs | 6,243 | 4,224 |
General and administrative | 18,963 | 16,882 |
Other income | -1,464 | -10,448 |
Depreciation and amortization | 21,510 | 10,509 |
Total expenses | 138,633 | 84,706 |
Operating income | 16,457 | 13,947 |
Interest income | 136 | 2,188 |
Interest expense | -13,246 | -7,321 |
Warrant liability loss | -108,810 | -96,440 |
Equity in earnings from Real Estate and Other Affiliates | 1,788 | 6,068 |
Income (loss) before taxes | -103,675 | -81,558 |
Provision for income taxes | 2,284 | 4,773 |
Net income (loss) | -105,959 | -86,331 |
Net income attributable to noncontrolling interests | 15 | |
Net income (loss) attributable to common stockholders | ($105,959) | ($86,316) |
Basic income (loss) per share: (in dollars per share) | ($2.68) | ($2.19) |
Diluted income (loss) per share: (in dollars per share) | ($2.68) | ($2.19) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Comprehensive loss, net of tax | ||||
Net income (loss) | ($105,959) | ($86,331) | ||
Other comprehensive income (loss): | ||||
Interest rate swaps | 512 | [1] | 199 | [1] |
Capitalized swap interest | -59 | [2] | -133 | [2] |
Other comprehensive income (loss) | 453 | 66 | ||
Comprehensive loss | -105,506 | -86,265 | ||
Comprehensive income attributable to noncontrolling interests | 15 | |||
Comprehensive loss attributable to common stockholders | ($105,506) | ($86,250) | ||
[1] | Net of deferred tax expense of $0.1B million for the three months ended March 31, 2015 and 2014, respectively. | |||
[2] | Net of deferred tax benefit of $0.1B million for the three months ended March 31, 2015 and 2014, respectively. |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Interest rate swaps, deferred tax expense (benefit) | $0.10 | $0.10 |
Capitalized swap interest, deferred tax benefit | $0.10 | $0.10 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (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, 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 income (loss) | -86,316 | -15 | -86,331 | ||||
Interest rate swaps, net of tax $61 and $10 for the three months ended March 31, 2015 and 2014, respectively | 199 | 199 | |||||
Capitalized swap interest, net of tax of $31 and $75 for the three months ended March 31, 2015 and 2014, respectively | -133 | -133 | |||||
Stock plan activity | 1,764 | 1,764 | |||||
Stock plan activity (in shares) | 54,204 | ||||||
Balance at Mar. 31, 2014 | 396 | 2,831,577 | -669,719 | -8,156 | 6,547 | 2,160,645 | |
Balance (in shares) at Mar. 31, 2014 | 39,630,548 | ||||||
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 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | -105,959 | -105,959 | |||||
Distribution to noncontrolling interest | 29 | 29 | |||||
Interest rate swaps, net of tax $61 and $10 for the three months ended March 31, 2015 and 2014, respectively | 512 | 512 | [1] | ||||
Capitalized swap interest, net of tax of $31 and $75 for the three months ended March 31, 2015 and 2014, respectively | -59 | -59 | [2] | ||||
Stock plan activity | 1 | 1,696 | -1 | 1,696 | |||
Stock plan activity (in shares) | 69,241 | ||||||
Balance at Mar. 31, 2015 | $397 | $2,839,709 | ($712,894) | ($7,259) | $3,772 | $2,123,725 | |
Balance (in shares) at Mar. 31, 2015 | 39,707,335 | ||||||
[1] | Net of deferred tax expense of $0.1B million for the three months ended March 31, 2015 and 2014, respectively. | ||||||
[2] | Net of deferred tax benefit of $0.1B million for the three months ended March 31, 2015 and 2014, respectively. |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | ||
Interest rate swaps, tax | $61 | $10 |
Capitalized swap interest, tax | $31 | $75 |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities: | ||
Net income (loss) | ($105,959) | ($86,331) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Depreciation | 17,087 | 9,346 |
Amortization | 4,423 | 1,163 |
Amortization of deferred financing costs | 1,569 | 1,014 |
Amortization of intangibles other than in-place leases | 421 | 161 |
Straight-line rent amortization | -1,886 | -472 |
Deferred income taxes | 2,127 | 4,465 |
Restricted stock and stock option amortization | 1,696 | 1,764 |
Gain on disposition of assets | -2,373 | |
Warrant liability loss | 108,810 | 96,440 |
Equity in earnings from Real Estate and Other Affiliates, net of distributions | 1,264 | -3,743 |
Provision for doubtful accounts | 809 | 143 |
Master Planned Community land acquisitions | -1,101 | |
Master Planned Community development expenditures | -37,343 | -28,434 |
Master Planned Community cost of sales | 21,782 | 20,815 |
Condominium development expenditures | -34,439 | -5,604 |
Condominium and other cost of sales | 22,409 | 1,571 |
Percentage of completion revenue recognition from sale of condominium rights and units | -34,857 | -3,126 |
Net changes: | ||
Accounts and notes receivable | -2,880 | 19,780 |
Prepaid expenses and other assets | 20,294 | -959 |
Condominium deposits received | 9,572 | 37,827 |
Deferred expenses | 1,572 | -3,093 |
Accounts payable and accrued expenses | -7,735 | 320 |
Condominium deposits held in escrow | -9,572 | -37,827 |
Other, net | 35 | 3,378 |
Cash provided by (used in) operating activities | -21,902 | 26,225 |
Cash Flows from Investing Activities: | ||
Property and equipment expenditures | -2,221 | -2,053 |
Operating property improvements | -1,857 | -877 |
Property developments and redevelopments | -218,550 | -137,579 |
Proceeds from dispositions | 5,500 | |
Investments in Real Estate and Other Affiliates, net | -436 | -807 |
Change in restricted cash | 1,707 | -4,943 |
Cash used in investing activities | -212,424 | -140,759 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of mortgages, notes and loans payable | 137,566 | 48,811 |
Principal payments on mortgages, notes and loans payable | -4,923 | -2,138 |
Deferred financing costs | -396 | |
Cash provided by (used in) financing activities | 132,247 | 46,673 |
Net change in cash and cash equivalents | -102,079 | -67,861 |
Cash and cash equivalents at beginning of period | 560,451 | 894,948 |
Cash and cash equivalents at end of period | 458,372 | 827,087 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | 10,471 | 7,051 |
Interest capitalized | 11,264 | 11,281 |
Income taxes paid | 210 | |
Non-Cash Transactions: | ||
Special Improvement District bond transfers associated with land sales | 2,114 | 2,259 |
Property developments and redevelopments | -3,534 | 25,550 |
Accrued interest included in construction loan payable | 905 | |
KR Holdings LLC | ||
Cash Flows from Investing Activities: | ||
Investments in Real Estate and Other Affiliates, net | $8,933 |
BASIS_OF_PRESENTATION_AND_ORGA
BASIS OF PRESENTATION AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2015 | |
ORGANIZATION | |
BASIS OF PRESENTATION AND ORGANIZATION | |
NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission (the “SEC”). Such Condensed Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. In addition, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) should refer to The Howard Hughes Corporation’s (“HHC” or the “Company”) audited Consolidated Financial Statements which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2014. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results for the three months ended March 31, 2015 are not necessarily indicative of the results for the full fiscal year. | |
Certain amounts in 2014 have been reclassified to conform to 2015 presentation. As a result of the increasing significance of development-related marketing costs in our operations, we present as a separate line item in the Condensed Consolidated Statements of Operations the amount of such costs expensed. Previously, these expenses were included in the line item Other property operating costs. Development-related marketing costs include salaries, benefits, agency fees, events, advertising, online hosting, marketing-related travel and other costs that we incur for the benefit of our developments and redevelopments. | |
Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Condensed Consolidated Financial Statements up to the date and time this Quarterly Report was filed. | |
RECENTLY_ISSUED_ACCOUNTING_PRO
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 2 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The standard requires a retrospective application in order to reflect the period-specific effects of applying the new guidance. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. | |
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The standard is effective for interim and annual periods beginning after December 15, 2015, and permits the use of a modified retrospective or retrospective approach. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. | |
In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” 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. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. | |
SPONSORS_AND_MANAGEMENT_WARRAN
SPONSORS AND MANAGEMENT WARRANTS | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, the estimated $203.2 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and the estimated $271.7 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 $157.1 million and $209.0 million, respectively, as of December 31, 2014. 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. | |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
EARNINGS PER SHARE | |||||||
EARNINGS PER SHARE | NOTE 4 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: | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
(In thousands, except per share amounts) | |||||||
Basic EPS: | |||||||
Numerator: | |||||||
Net loss | $ | -105,959 | $ | -86,331 | |||
Net income attributable to noncontrolling interests | — | 15 | |||||
Net loss attributable to common stockholders | $ | -105,959 | $ | -86,316 | |||
Denominator: | |||||||
Weighted average basic common shares outstanding | 39,465 | 39,454 | |||||
Diluted EPS: | |||||||
Numerator: | |||||||
Net loss attributable to common stockholders | $ | -105,959 | $ | -86,316 | |||
Less: Warrant liability gain | — | — | |||||
Adjusted net loss attributable to common stockholders | $ | -105,959 | $ | -86,316 | |||
Denominator: | |||||||
Weighted average basic common shares outstanding | 39,465 | 39,454 | |||||
Restricted stock and stock options | — | — | |||||
Warrants | — | — | |||||
Weighted average diluted common shares outstanding | 39,465 | 39,454 | |||||
Basic loss per share: | $ | -2.68 | $ | -2.19 | |||
Diluted loss per share: | $ | -2.68 | $ | -2.19 | |||
The diluted EPS computation for the three months ended March 31, 2015 excludes 1,027,740 stock options, 241,931 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsors 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 for the three months ended March 31, 2014 excludes 1,024,940 stock options, 176,536 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. | |||||||
RECENT_TRANSACTIONS
RECENT TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
RECENT TRANSACTIONS | |
RECENT TRANSACTIONS | NOTE 5 RECENT TRANSACTIONS |
During the first quarter 2015, we acquired a 58,000 square foot commercial building and air rights with total residential and commercial development rights of 196,133 square feet for $91.4 million. These acquisitions combined with adjacent property acquisitions in 2014 create a 42,694 square foot lot with 817,784 square feet of available development rights. These properties are collectively referred to as the Seaport District Assemblage and are located in close proximity to our South Street Seaport property. | |
IMPAIRMENT
IMPAIRMENT | 3 Months Ended |
Mar. 31, 2015 | |
IMPAIRMENT | |
IMPAIRMENT | NOTE 6 IMPAIRMENT |
We review our real estate assets, including operating assets, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment charge should be recorded to write down the carrying amount of such asset to fair value (or for land and properties held for sale, fair value less cost to sell). 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. | |
Our investment in each of the Real Estate and Other Affiliates 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 and Other Affiliate is deemed to be other-than-temporary, our investment in such Real Estate and Other Affiliate is reduced to its estimated fair value. | |
No impairment charges were recorded during the three months ended March 31, 2015 or 2014. We continually 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, these changes in strategy could result in impairment charges in future periods. | |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
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 FASB Accounting Standards (“ASC”) 820 Fair Value Measurement, our assets and liabilities that are measured at fair value on a recurring basis. | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Fair Value Measurements Using | Fair Value Measurements Using | ||||||||||||||||||||||||
Total | Quoted Prices | Significant | Significant | Total | Quoted Prices | Significant | Significant | ||||||||||||||||||
in Active | Other | Unobservable | in Active | Other | Unobservable | ||||||||||||||||||||
Markets for | Observable | Inputs | Markets for | Observable | Inputs | ||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||
(Level 1) | (Level 2) | (Level 1) | (Level 2) | ||||||||||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash equivalents | $ | 110,077 | $ | 110,077 | $ | — | $ | — | $ | 75,027 | $ | 75,027 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||||||||||
Warrants | 474,890 | — | — | 474,890 | 366,080 | — | — | 366,080 | |||||||||||||||||
Interest rate swaps | 3,307 | — | 3,307 | — | 3,144 | — | 3,144 | — | |||||||||||||||||
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 fair value approximates carrying value. | |||||||||||||||||||||||||
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 of the warrants, term, 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: | |||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Balance as of January 1 | $ | 366,080 | $ | 305,560 | |||||||||||||||||||||
Warrant liability loss (a) | 108,810 | 96,440 | |||||||||||||||||||||||
Balance as of March 31 | $ | 474,890 | $ | 402,000 | |||||||||||||||||||||
(a) | All losses during 2015 and 2014 were unrealized. | ||||||||||||||||||||||||
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 values 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 March 31, 2015 are as follows: | |||||||||||||||||||||||||
Unobservable Inputs | |||||||||||||||||||||||||
Fair Value | Valuation Technique | Expected | Marketability | ||||||||||||||||||||||
Volatility (a) | Discount (b) | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Warrants | $ | 474,890 | Option Pricing Valuation Model | 26.30% | 16.0% - 18.0% | ||||||||||||||||||||
(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 18.0%-20.0% at December 31, 2014. | ||||||||||||||||||||||||
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: | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Fair Value Hierarchy | Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||||||
Assets: | (In thousands) | ||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 348,295 | $ | 348,295 | $ | 485,424 | $ | 485,424 | ||||||||||||||||
Notes receivable, net (a) | Level 3 | 26,892 | 26,892 | 28,630 | 28,630 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fixed-rate debt | Level 2 | $ | 1,049,407 | $ | 1,088,862 | $ | 1,030,554 | $ | 1,050,333 | ||||||||||||||||
Variable-rate debt | Level 2 | 1,074,210 | 1,074,210 | 962,916 | 962,916 | ||||||||||||||||||||
Total mortgages, notes and loans payable | $ | 2,123,617 | $ | 2,163,072 | $ | 1,993,470 | $ | 2,013,249 | |||||||||||||||||
(a) | Notes receivable is shown net of an allowance of $463 and $471 as of March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||||||||||||
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 9 – 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. | |||||||||||||||||||||||||
REAL_ESTATE_AND_OTHER_AFFILIAT
REAL ESTATE AND OTHER AFFILIATES | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
REAL ESTATE AND OTHER AFFILIATES | ||||||||||||||||||
REAL ESTATE AND OTHER AFFILIATES | NOTE 8 REAL ESTATE AND OTHER AFFILIATES | |||||||||||||||||
In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operations of real estate assets which are referred to as “Real Estate Affiliates”. These partnerships or joint ventures are accounted for in accordance with FASB ASC 810 Consolidation. | ||||||||||||||||||
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 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 investments in joint ventures deemed to be VIEs for which we are not considered to be the primary beneficiary but have significant influence, using the equity method, and investments in joint ventures where we do not have significant influence over the joint venture’s operations and financial policies, using the cost method. 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. | ||||||||||||||||||
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 | ||||||||||||||||
March 31, | December 31, | March 31, | December 31, | Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||
(In percentages) | (In thousands) | (In thousands) | ||||||||||||||||
Equity Method Investments | ||||||||||||||||||
Master Planned Communities: | ||||||||||||||||||
Discovery Land | N/A | N/A | $ | 12,052 | $ | — | $ | — | $ | — | ||||||||
Operating Assets: | ||||||||||||||||||
Millennium Woodlands Phase II, LLC (a) (b) | 81.43 | % | 81.43 | % | 362 | 1,023 | -661 | -36 | ||||||||||
Stewart Title | 50.00 | % | 50.00 | % | 3,663 | 3,869 | 194 | 93 | ||||||||||
Summerlin Las Vegas Baseball Club, LLC (b) | 50.00 | % | 50.00 | % | 10,431 | 10,548 | -117 | -126 | ||||||||||
The Metropolitan Downtown Columbia (c) | 50.00 | % | 50.00 | % | 4,562 | 4,800 | -319 | — | ||||||||||
Woodlands Sarofim | 20.00 | % | 20.00 | % | 2,635 | 2,595 | 40 | 57 | ||||||||||
Strategic Developments: | ||||||||||||||||||
Circle T Ranch and Power Center | 50.00 | % | 50.00 | % | 9,004 | 9,004 | — | — | ||||||||||
HHMK Development (b) | 50.00 | % | 50.00 | % | 10 | 10 | 539 | 290 | ||||||||||
KR Holdings (b) | 50.00 | % | 50.00 | % | 876 | 9,183 | 365 | 4,009 | ||||||||||
Parcel C (b) | 50.00 | % | 50.00 | % | 6,934 | 8,737 | — | — | ||||||||||
Summerlin Apartments, LLC (b) | 50.00 | % | 50.00 | % | 1,661 | — | — | — | ||||||||||
52,190 | 49,769 | 41 | 4,287 | |||||||||||||||
Cost basis investments | 3,937 | 3,917 | 1,747 | 1,781 | ||||||||||||||
Investment in Real Estate and Other Affiliates | $ | 56,127 | $ | 53,686 | $ | 1,788 | $ | 6,068 | ||||||||||
N/A – Not Applicable | ||||||||||||||||||
(a) | Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. | |||||||||||||||||
(b) | Equity method variable interest entities. | |||||||||||||||||
(c) | The Metropolitan Downtown Columbia was placed into service in the first quarter 2015. | |||||||||||||||||
We are not the primary beneficiary of any of the equity method variable interest entities 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 $20.3 million and $29.5 million as of March, 31, 2015 and December 31, 2014, respectively, and was classified as Investments in Real Estate and Other Affiliates in the Consolidated Balance Sheets. | ||||||||||||||||||
As of March 31, 2015, approximately $97.8 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $58.9 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 March 31, 2015, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.2 million and $0.8 million, respectively. As of December 31, 2014, the carrying values of the assets and liabilities associated with operations of the consolidated VIE were $21.1 million and $0.6 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 was formed in the first quarter 2015. We contributed land with a book basis of $13.4 million and transferred SID bonds related to such land with a carrying value of $1.3 million to the joint venture at the agreed upon value of $226,000 per acre, or $125.4 million, in the first quarter of 2015. At the time of our contribution, we assessed if the venture’s equity was sufficient to permit it to finance its activities without additional subordinated support and determined it was not a VIE. In addition, we determined that our partner has substantive participation rights, and therefore we account for this joint venture using the equity method. Discovery Land’s capital contribution funding requirement is up to a maximum of $30.0 million. We have no further capital obligations. | ||||||||||||||||||
After receipt of our capital contribution and a 5.0% preferred return, Discovery Land is entitled to all remaining cash distributed by the joint venture until two times its equity contribution has been repaid. Any further cash distributions are shared 50/50. Discovery Land is the manager on the project, and development is expected to begin in the second quarter 2015 with the first lot and home sales expected to begin in early 2016. | ||||||||||||||||||
ONE Ala Moana Condominium Project | ||||||||||||||||||
KR Holdings is a 50/50 joint venture which was formed to develop a 206-unit luxury condominium tower at the One Ala Moana Center in Honolulu, Hawaii. The venture substantially completed construction in the fourth quarter 2014 and closed on the sale of 201 out of 206 total units. The venture uses the percentage of completion method to recognize earnings. We recorded $0.4 million and $4.0 million in earnings from Real Estate and Other Affiliates for the three months ended March 31, 2015 and 2014 respectively. We received cash distributions of $8.9 million during the three months ended March 31, 2015. All units available for sale as of March 31, 2015 have been sold and closed with the exception of one unit. The one remaining unit is expected to close in the second quarter 2015. | ||||||||||||||||||
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, Maryland. 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 in Summerlin, Nevada. 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. In the first quarter 2015, we contributed a 4.5-acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture. Our partner contributed $3.2 million of cash for their 50% interest, acts as the development manager, funded all pre-development activities, obtained construction financing in the first quarter 2015 and provided 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 commenced construction in February 2015 with the first units expected to become 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 $52.3 million is outstanding as of March 31, 2015. 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. The venture substantially completed construction of The Metropolitan Downtown Columbia Project during the first quarter of 2015 and the property was reclassified into our Operating Assets segment. | ||||||||||||||||||
MORTGAGES_NOTES_AND_LOANS_PAYA
MORTGAGES, NOTES AND LOANS PAYABLE | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | NOTE 9 MORTGAGES, NOTES AND LOANS PAYABLE | |||||||||||||
Mortgages, notes and loans payable are summarized as follows: | ||||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Fixed-rate debt: | ||||||||||||||
Collateralized mortgages, notes and loans payable | $ | 1,030,671 | $ | 1,008,165 | ||||||||||
Special Improvement District bonds | 18,736 | 22,389 | ||||||||||||
Variable-rate debt: | ||||||||||||||
Collateralized mortgages, notes and loans payable (a) | 1,074,210 | 962,916 | ||||||||||||
Total mortgages, notes and loans payable | $ | 2,123,617 | $ | 1,993,470 | ||||||||||
(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 | March 31, | December 31, | |||||||||||
$ In thousands | Maturity (a) | Rate | Amount | 2015 | 2014 | |||||||||
Master Planned Communities | ||||||||||||||
Bridgeland Land Loan | Jun-22 | 5.50 | % | $ | 15,874 | $ | 15,874 | |||||||
Bridgeland Development Loan | Jun-15 | 5.00 | %(b) | $ | 30,000 | 15,389 | 10 | |||||||
Summerlin South SID Bonds - S108 | Dec-16 | 5.95 | % | 548 | 563 | |||||||||
Summerlin South SID Bonds - S124 | Dec-19 | 5.95 | % | 236 | 236 | |||||||||
Summerlin South SID Bonds - S128 | Dec-20 | 6.05 | % | 623 | 623 | |||||||||
Summerlin South SID Bonds - S128C | Dec-30 | 6.05 | % | 5,097 | 5,274 | |||||||||
Summerlin South SID Bonds - S132 | Dec-20 | 6.00 | % | 2,538 | 2,936 | |||||||||
Summerlin South SID Bonds - S151 | Jun-25 | 6.00 | % | 4,885 | 6,211 | |||||||||
Summerlin West SID Bonds - S808/S810 | Apr-31 | 6.00 | % | 1,069 | 2,805 | |||||||||
The Woodlands Master Credit Facility | Aug-18 | 2.93 | %(b) | 250,000 | 196,663 | 176,663 | ||||||||
Master Planned Communities Total | 242,922 | 211,195 | ||||||||||||
Operating Assets | ||||||||||||||
70 Columbia Corporate Center | Jul-19 | 2.43 | %(b) | 20,000 | 20,000 | |||||||||
Columbia Regional Building | Mar-18 | 2.18 | %(b) | 23,008 | 20,627 | 20,513 | ||||||||
Downtown Summerlin | Jul-19 | 2.43 | %(b) | 311,800 | 256,955 | 229,153 | ||||||||
Downtown Summerlin SID Bonds - S108 | Dec-16 | 5.95 | % | 310 | 310 | |||||||||
Downtown Summerlin SID Bonds - S128 | Dec-30 | 6.05 | % | 3,431 | 3,431 | |||||||||
One Hughes Landing | Dec-29 | 4.30 | %(b) | 52,000 | 52,000 | |||||||||
Two Hughes Landing | Sep-18 | 2.83 | %(b) | 41,230 | 27,927 | 19,992 | ||||||||
Hughes Landing Retail | Dec-18 | 2.13 | %(b) | 36,575 | 21,518 | 17,424 | ||||||||
1701 Lake Robbins | Apr-17 | 5.81 | % | 4,600 | 4,600 | |||||||||
Millennium Waterway Apartments | Jun-22 | 3.75 | % | 55,584 | 55,584 | |||||||||
110 N. Wacker (c) | Oct-19 | 5.21 | %(b) | 29,000 | 29,000 | |||||||||
9303 New Trails | Dec-23 | 4.88 | % | 12,991 | 13,074 | |||||||||
Outlet Collection at Riverwalk | Oct-18 | 2.93 | %(b) | 64,400 | 51,306 | 47,118 | ||||||||
3831 Technology Forest Drive | Mar-26 | 4.50 | % | 23,000 | — | |||||||||
The Woodlands Resort & Conference Center | Feb-19 | 3.68 | %(b) | 95,000 | 83,109 | 76,027 | ||||||||
Ward Village (d) | Sep-16 | 3.35 | %(b) | 250,000 | 238,716 | 238,716 | ||||||||
20/25 Waterway Avenue | May-22 | 4.79 | % | 14,274 | 14,330 | |||||||||
3 Waterway Square | Aug-28 | 3.94 | % | 52,000 | 52,000 | |||||||||
4 Waterway Square | Dec-23 | 4.88 | % | 38,044 | 38,289 | |||||||||
Capital lease obligations | various | 3.60 | % | 123 | 135 | |||||||||
Operating Assets Total | 1,005,515 | 931,696 | ||||||||||||
Strategic Developments | ||||||||||||||
1725-35 Hughes Landing Boulevard | Jun-19 | 2.08 | %(b) | 143,000 | 63,815 | 47,513 | ||||||||
Three Hughes Landing | Dec-19 | 2.53 | %(b) | 65,455 | — | — | ||||||||
Hughes Landing Hotel | Oct-20 | 2.68 | %(b) | 37,100 | — | — | ||||||||
One Lake's Edge | November 2018 | 2.68 | %(b) | 73,525 | 49,184 | 40,787 | ||||||||
Waiea and Anaha Condominiums | Nov-19 | 6.93 | %(b) | 600,000 | — | — | ||||||||
Waterway Square Hotel | Aug-19 | 2.83 | %(b) | 69,300 | — | — | ||||||||
Strategic Developments Total | 112,999 | 88,300 | ||||||||||||
Other Corporate Financing Arrangements | Jun-18 | 3.00 | % | 22,700 | 19,645 | 19,968 | ||||||||
Senior Notes | Oct-21 | 6.88 | % | 750,000 | 750,000 | |||||||||
Unamortized underwriting fees | -7,464 | -7,689 | ||||||||||||
$ | 2,123,617 | $ | 1,993,470 | |||||||||||
(a) | Maturity date includes any extension periods which can be exercised at our option and are subject to customary extension terms. | |||||||||||||
(b) | The interest rate presented is based on the one month LIBOR rate, as applicable, at March 31, 2015 which was 0.1756%. | |||||||||||||
(c) | The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. | |||||||||||||
(d) | $143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity. | |||||||||||||
The weighted average interest rate on our mortgages, notes and loans payable, inclusive of interest rate hedges, was 4.53% and 4.61% as of March 31, 2015 and December 31, 2014, 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% of the outstanding balance, 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% of the outstanding balance, 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 March 31, 2015, land, buildings and equipment and developments with a cost basis of $2.4 billion have been pledged as collateral for our mortgages, notes and loans payable. | ||||||||||||||
As of March 31, 2015, we were in compliance with all of the financial covenants related to our debt agreements. | ||||||||||||||
Master Planned Communities | ||||||||||||||
The Woodlands Master Credit Facility is 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 August 2016 initial maturity date 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. As of March 31, 2015, there is no undrawn availability based on the collateral value underlying the facility. | ||||||||||||||
The Bridgeland Land Loan bears a fixed interest rate of 5.50% for the first five years and three-month LIBOR plus 2.75% for the remaining term and matures in June 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, Bridgeland has a revolving credit facility with aggregate maximum borrowing capacity of $140.0 million, of which $115.7 million has been utilized as of March 31, 2015, 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. We expect to refinance this loan prior to its maturity. 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 May 6, 2015, we closed on a $80.0 million non-recourse mortgage financing for the 10-60 Columbia Corporate Center buildings. The loan bears interest at LIBOR plus 1.75% and has an initial maturity date of May 6, 2020, with two, one-year extension options. | ||||||||||||||
On March 25, 2015, we closed on a $23.0 million loan for 3831 Technology Forest Drive. The loan bears fixed interest at 4.50% and matures on March 24, 2026. | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
The $250.0 million non‑recourse first mortgage financing secured by Ward Village in Honolulu, Hawaii, 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 in September 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 March 31, 2015. The undrawn portion of this loan was $11.3 million as of March 31, 2015. | ||||||||||||||
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 2, 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. | ||||||||||||||
Corporate | ||||||||||||||
The $750.0 million in aggregate principal amount of 6.875% Senior Notes matures in 2021 (the “Senior Notes”). 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. | ||||||||||||||
DERIVATIVE_INSTRUMENTS_AND_HED
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 10 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 three months ended March 31, 2015, the ineffective portion recorded in earnings was insignificant. | |||||||||||||||
As of March 31, 2015, 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 $2.1 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: | |||||||||||||||
March 31, | December 31, | ||||||||||||||
2015 | 2014 | ||||||||||||||
(In thousands) | |||||||||||||||
Interest Rate Swaps | $ | 3,307 | $ | 3,144 | |||||||||||
The table below presents the effect of our derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014: | |||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | Location of Loss | 2015 | 2014 | |||||||||||
Cash Flow Hedges | Amount of Loss | Amount of Loss | Reclassified | Amount of Loss | Amount of Loss | ||||||||||
Recognized in OCI | Recognized in OCI | from AOCI into | Reclassified from | Reclassified from | |||||||||||
Earnings | AOCI into Earnings | AOCI into Earnings | |||||||||||||
(In thousands) | (In thousands) | ||||||||||||||
Interest Rate Swaps | $ | -761 | $ | -342 | Interest Expense | $ | -380 | $ | -541 | ||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | NOTE 11 INCOME TAXES |
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 sought 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 its 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 and interest related to certain assets in our Master Planned Communities segment prior to March 31, 2010, 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 right to decide whether to appeal the decision rendered by the Tax Court. 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 lower court 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. | |
Unrecognized tax benefits pursuant to uncertain tax positions were $184.2 million as of March 31, 2015 and December 31, 2014, none of which would impact our effective tax rate. This amount is not reduced for either amounts reclassified under ASU 2013-11, or payments made to the IRS pursuant to the appeal filed with the Fifth Circuit Court of Appeals. A significant amount of the unrecognized tax benefits is related to the appeal of the Tax Court decision, which is expected to be resolved within the next 12 months. | |
We have significant permanent differences, primarily from warrant liability gains and losses, interest income on the tax indemnity receivable and changes in valuation allowances that cause our effective tax rate to deviate from statutory rates. The effective tax rate based upon actual operating results was (2.2)% and (5.9)% for the three months ended March 31, 2015 and 2014, respectively. The changes in the tax rates were primarily attributable to changes in the warrant liability, valuation allowance and unrecognized tax benefits. | |
We file a consolidated corporate tax return which, through December 31, 2014, includes all of our subsidiaries with the exception of Victoria Ward, Limited (“Ward”). Ward elected to be taxed as a REIT commencing with the taxable year beginning January 1, 2002 and ending with the taxable year ending December 31, 2014. Ward satisfied the REIT distribution requirements for 2014 and beginning January 1, 2015, Ward will be included in our consolidated tax return. | |
STOCKBASED_PLANS
STOCK-BASED PLANS | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
STOCK-BASED PLANS | ||||||
STOCK-BASED PLANS | NOTE 12 STOCK BASED PLANS | |||||
Our stock based plans are described, and informational disclosures are provided, in the Notes to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2014. | ||||||
Stock Options | ||||||
The following table summarizes our stock option plan: | ||||||
Stock | Weighted | |||||
Options | Average | |||||
Exercise Price | ||||||
Stock Options outstanding at January 1, 2015 | 1,043,490 | $ | 72.60 | |||
Granted | 42,000 | 148.01 | ||||
Forfeited | -57,750 | 108.19 | ||||
Stock Options outstanding at March 31, 2015 | 1,027,740 | $ | 73.68 | |||
Stock option expense was $0.7 million and $1.0 million for the three months ended March 31, 2015 and 2014, respectively, which is included in General and administrative expense in the accompanying Condensed Consolidated Statements of Operations. | ||||||
Restricted Stock | ||||||
Restricted stock awards issued under The Howard Hughes Corporation 2010 Incentive Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Compensation Committee of our Board of Directors. For the three months ended March 31, 2015, compensation expense of $1.1 million is included in general and administrative expense in our Condensed Consolidated Statements of Operations related to restricted stock awards. The balance of unamortized restricted stock awards as of March 31, 2015 was $17.6 million, which is expected to be expensed over a weighted-average period of 3.9 years. | ||||||
The following table summarizes restricted stock activity: | ||||||
Restricted | Weighted | |||||
Stock | Average Grant | |||||
Date Fair Value | ||||||
Restricted stock outstanding at January 1, 2015 | 172,690 | $ | 92.02 | |||
Granted | 73,243 | 119.01 | ||||
Forfeited | -4,002 | 99.33 | ||||
Restricted Stock outstanding at March 31, 2015 | 241,931 | $ | 100.01 | |||
OTHER_ASSETS_AND_LIABILITIES
OTHER ASSETS AND LIABILITIES | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
OTHER ASSETS AND LIABILITIES | |||||||
OTHER ASSETS AND LIABILITIES | NOTE 13 OTHER ASSETS AND LIABILITIES | ||||||
Prepaid Expenses and Other Assets | |||||||
The following table summarizes the significant components of prepaid expenses and other assets. | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Special Improvement District receivable | $ | 33,040 | $ | 33,318 | |||
Equipment, net of accumulated depreciation of $2.8 million and $2.4 million, respectively | 19,906 | 20,284 | |||||
Tenant incentives and other receivables | 12,014 | 14,264 | |||||
Federal income tax receivable | 8,629 | 8,629 | |||||
Prepaid expenses | 10,560 | 9,196 | |||||
Below-market ground leases | 19,579 | 19,663 | |||||
Condominium deposits | 139,559 | 151,592 | |||||
Security and escrow deposits | 9,483 | 9,829 | |||||
Above-market tenant leases | 4,365 | 4,656 | |||||
Uncertain tax position asset | 402 | 383 | |||||
In-place leases | 29,645 | 32,715 | |||||
Intangibles | 3,994 | 3,593 | |||||
Other | 2,023 | 2,014 | |||||
$ | 293,199 | $ | 310,136 | ||||
The $16.9 million decrease as of March 31, 2015 compared to December 31, 2014 primarily relates to a $12.0 million decrease in condominium deposits at Ward Village due to utilization of deposits for construction costs. The $3.1 million decrease related to in-place leases is primarily attributable to normal amortization of these intangibles. | |||||||
Accounts Payable and Accrued Expenses | |||||||
The following table summarizes the significant components of accounts payable and accrued expenses. | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Construction payables | $ | 191,599 | $ | 170,935 | |||
Accounts payable and accrued expenses | 31,827 | 34,154 | |||||
Condominium deposits | 60,706 | 82,150 | |||||
Membership deposits | 21,448 | 21,023 | |||||
Above-market ground leases | 2,232 | 2,272 | |||||
Deferred income | 65,305 | 65,675 | |||||
Accrued interest | 28,127 | 14,791 | |||||
Accrued real estate taxes | 5,041 | 9,903 | |||||
Tenant and other deposits | 11,758 | 12,756 | |||||
Accrued payroll and other employee liabilities | 10,561 | 25,838 | |||||
Interest rate swaps | 3,307 | 3,144 | |||||
Other | 26,356 | 23,376 | |||||
$ | 458,267 | $ | 466,017 | ||||
The $7.8 million decrease as of March 31, 2015 compared to December 31, 2014 is primarily due to the decrease of $21.4 million in condominium deposits for the two market rate towers at Ward Village as revenue was recognized during the period, $15.3 million decrease in accrued payroll and other employee liabilities due to year-end compensation payments and a $4.9 million decrease in accrued real estate taxes. These decreases are partially offset by a $20.7 million increase in construction payables primarily due to continued development activities at Downtown Summerlin, Ward Village, 1725-35 Hughes Landing Boulevard, South Street Seaport and Three Hughes Landing, and $13.3 million increase in accrued interest related to our Senior Notes for which interest is paid semiannually. | |||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”) | |||||
The following table summarizes AOCI for the period indicated: | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) | ||||||
Gains and (Losses) on Cash Flow Hedges | ||||||
(In Thousands) | ||||||
For the | ||||||
Three Months | ||||||
Ended March 31, 2015 | ||||||
Balance as of January 1, 2015 | $ | -7,712 | ||||
Other comprehensive loss before reclassifications | 73 | |||||
Amounts reclassified from accumulated other comprehensive loss | 380 | |||||
Net current-period other comprehensive income | 453 | |||||
Balance as of March 31, 2015 | $ | -7,259 | ||||
(a) | All amounts are net of tax. | |||||
The following table summarizes the amounts reclassified out of AOCI for the period indicated: | ||||||
Reclassifications out of Accumulated Other Comprehensive Income (Loss) | ||||||
(In Thousands) | ||||||
Amounts reclassified from Accumulated Other Comprehensive Income (Loss) | ||||||
For the Three Months Ended | Affected line item in the | |||||
Accumulated Other Comprehensive Income (Loss) Components | March 31, 2015 | Statement of Operations | ||||
Gains and losses on cash flow hedges | ||||||
Interest rate swap contracts | $ | -608 | Interest expense | |||
228 | Provision for income taxes | |||||
Total reclassifications for the period | $ | -380 | Net of tax | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 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 $80.2 million and $53.7 million as of March 31, 2015 and December 31, 2014, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. | |
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 $47.9 million in insurance proceeds through March 31, 2015 related to our claim. We recognized Other income relating to these insurance recoveries of $0.3 million and $7.8 million for the three months ended March 31, 2015 and 2014, respectively. We are in litigation with several of the insurance carriers to recover additional amounts that we believe are owed to us under the policies. 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. | |
Please refer to Note 11 – Income Taxes for additional contingencies related to our uncertain tax positions. | |
SEGMENTS
SEGMENTS | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
SEGMENTS | ||||||||||
SEGMENTS | NOTE 16 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. | |||||||||
· | 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 and commercial property projects currently under development and all other properties held for development which have no substantial operations. | |||||||||
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 are accounted for using the full accrual or deposit method which defers revenue recognition until the unit is closed. | ||||||||||
Revenue recognized on the percentage-of-completion method is calculated 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 in future periods. | ||||||||||
The assets included in each segment as of March 31, 2015, are contained in the following chart | ||||||||||
Master Planned | ||||||||||
Communities | Operating Assets | Strategic Developments | ||||||||
Retail | Office | Under Construction | Other | |||||||
• Bridgeland | ▪ Columbia Regional Building | ▪ 10-60 Columbia Corporate Center | ▪ ONE Ala Moana (c) | ▪ Alameda Plaza | ||||||
• Conroe | ▪ Cottonwood Square | ▪ 70 Columbia Corporate Center | ▪ Anaha Condominiums | ▪ AllenTowne | ||||||
• Maryland | ▪ Creekside Village Green (b) | ▪ Columbia Office Properties | ▪ Three Hughes Landing | ▪ Bridges at Mint Hill | ||||||
• Summerlin (a) | ▪ Downtown Summerlin | ▪ One Hughes Landing | ▪ 1725-35 Hughes Landing | ▪ Century Plaza Mall | ||||||
• The Woodlands | ▪ Hughes Landing Retail (b) | ▪ Two Hughes Landing | Boulevard | ▪ Circle T Ranch and | ||||||
▪ 1701 Lake Robbins | ▪ 2201 Lake Woodlands Drive | ▪ Hughes Landing Hotel | Power Center (d) | |||||||
▪ Landmark Mall | ▪ 9303 New Trails | (Embassy Suites) | ▪ Cottonwood Mall | |||||||
▪ Outlet Collection at Riverwalk | ▪ 110 N. Wacker | ▪ One Lake's Edge | ▪ Elk Grove Promenade | |||||||
▪ Park West | ▪ 3831 Technology Forest Drive | ▪ Summerlin Apartments, LLC (d) | ▪ 80% Interest in Fashion | |||||||
▪ South Street Seaport | ▪ 3 Waterway Square | ▪ Waiea Condominiums | Show Air Rights | |||||||
(under construction) | ▪ 4 Waterway Square | ▪ Waterway Square Hotel | ▪ Kendall Town Center | |||||||
▪ Ward Village | ▪ 1400 Woodloch Forest | (Westin) | ▪ Lakeland Village Center | |||||||
▪ 20/25 Waterway Avenue | ▪ Lakemoor (Volo) Land | |||||||||
▪ Waterway Garage Retail | ▪ Maui Ranch Land | |||||||||
▪ Parcel C (d) | ||||||||||
Other | ▪ Seaport District Assemblage | |||||||||
▪ Golf Courses at TPC Summerlin | ▪ Stewart Title of Montgomery | ▪ Ward Block M | ||||||||
and TPC Las Vegas | County, TX (d) | ▪ Ward Gateway Towers | ||||||||
(participation interest) | ▪ Summerlin Hospital Medical | ▪ Ward Workforce Housing | ||||||||
▪ Kewalo Basin Harbor | Center (d) | ▪ West Windsor | ||||||||
▪ Merriweather Post Pavilion | ▪ Summerlin Las Vegas | |||||||||
▪ Millennium Waterway Apartments | Baseball Club (d) | |||||||||
▪ Millennium Woodlands | ▪ The Metropolitan Downtown | |||||||||
Phase II (d) | Columbia Project (b) (d) | |||||||||
▪ 85 South Street | ▪ The Club at Carlton Woods | |||||||||
▪ The Woodlands Resort & | ||||||||||
Conference Center | ||||||||||
▪ The Woodlands Parking Garages | ||||||||||
▪ Woodlands Sarofim #1 (d) | ||||||||||
(a) | The Summerlin MPC includes our Discovery Land joint venture. | |||||||||
(b) | Asset was placed in service and moved from the Strategic Developments segments to the Operating Assets segment during 2015. | |||||||||
(c) | Asset consists of two equity method investments. | |||||||||
(d) | A non-consolidated investment. | |||||||||
As our segments are managed separately, different operating measures are utilized 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 REP EBT provides useful information about the operating performance for all of our properties. | ||||||||||
REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, warrant liability gain or loss and the change in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the 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: | ||||||||||
Three Months Ended March 31, | ||||||||||
2015 | 2014 | |||||||||
(In thousands) | ||||||||||
Master Planned Communities | ||||||||||
Land sales | $ | 48,081 | $ | 47,671 | ||||||
Builder price participation | 5,698 | 4,097 | ||||||||
Minimum rents | 215 | 197 | ||||||||
Other land revenues | 3,286 | 2,504 | ||||||||
Other rental and property revenues | -2 | 67 | ||||||||
Total revenues | 57,278 | 54,536 | ||||||||
Cost of sales - land | 23,896 | 23,078 | ||||||||
Land sales operations | 7,579 | 7,304 | ||||||||
Land sales real estate and business taxes | 2,404 | 1,954 | ||||||||
Depreciation and amortization | 95 | 100 | ||||||||
Interest income | -16 | -57 | ||||||||
Interest expense (*) | -4,762 | -5,066 | ||||||||
Total expenses | 29,196 | 27,313 | ||||||||
MPC EBT | 28,082 | 27,223 | ||||||||
Operating Assets | ||||||||||
Minimum rents | 34,312 | 19,900 | ||||||||
Tenant recoveries | 9,573 | 5,884 | ||||||||
Resort and conference center revenues | 12,003 | 9,426 | ||||||||
Other rental and property revenues | 6,274 | 5,110 | ||||||||
Total revenues | 62,162 | 40,320 | ||||||||
Other property operating costs | 17,486 | 13,181 | ||||||||
Rental property real estate taxes | 5,520 | 3,107 | ||||||||
Rental property maintenance costs | 2,627 | 1,800 | ||||||||
Resort and conference center operations | 9,078 | 7,511 | ||||||||
Provision for doubtful accounts | 809 | 143 | ||||||||
Demolition costs | 117 | 2,494 | ||||||||
Development-related marketing costs | 2,266 | 2,079 | ||||||||
Depreciation and amortization | 18,762 | 9,010 | ||||||||
Other income | — | — | ||||||||
Interest income | -10 | -119 | ||||||||
Interest expense | 6,495 | 2,044 | ||||||||
Equity in Earnings from Real Estate and Other Affiliates | -885 | -1,805 | ||||||||
Total expenses | 62,265 | 39,445 | ||||||||
Operating Assets EBT | -103 | 875 | ||||||||
Strategic Developments | ||||||||||
Minimum rents | 667 | 263 | ||||||||
Tenant recoveries | 94 | 131 | ||||||||
Condominium rights and unit sales | 34,857 | 3,126 | ||||||||
Other land revenues | 6 | 8 | ||||||||
Other rental and property revenues | 26 | 269 | ||||||||
Total revenues | 35,650 | 3,797 | ||||||||
Condominium rights and unit cost of sales | 22,409 | 1,571 | ||||||||
Other property operating costs | 659 | 626 | ||||||||
Real estate taxes | 680 | 633 | ||||||||
Rental property maintenance costs | 117 | 115 | ||||||||
Provision for doubtful accounts | — | — | ||||||||
Demolition costs | — | 22 | ||||||||
Development-related marketing costs | 3,977 | 2,145 | ||||||||
Depreciation and amortization | 1,016 | 424 | ||||||||
Other income | -333 | -2,373 | ||||||||
Interest expense (*) | -1,807 | -2,649 | ||||||||
Equity in Earnings from Real Estate and Other Affiliates | -904 | -4,263 | ||||||||
Total expenses | 25,814 | -3,749 | ||||||||
Strategic Developments EBT | 9,836 | 7,546 | ||||||||
REP EBT | $ | 37,815 | $ | 35,644 | ||||||
(*)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: | ||||||||||
Reconciliation of REP EBT to GAAP | Three Months Ended March 31, | |||||||||
loss before taxes | 2015 | 2014 | ||||||||
(In thousands) | ||||||||||
REP EBT | $ | 37,815 | $ | 35,644 | ||||||
General and administrative | -18,963 | -16,882 | ||||||||
Corporate interest income/(expense), net | -13,212 | -10,980 | ||||||||
Warrant liability loss | -108,810 | -96,440 | ||||||||
Corporate other income, net | 1,132 | 8,075 | ||||||||
Corporate depreciation and amortization | -1,637 | -975 | ||||||||
Loss before taxes | $ | -103,675 | $ | -81,558 | ||||||
The following reconciles segment revenues to GAAP‑basis consolidated revenues: | ||||||||||
Reconciliation of Segment Basis Revenues to | Three Months Ended March 31, | |||||||||
GAAP Revenues | 2015 | 2014 | ||||||||
(In thousands) | ||||||||||
Master Planned Communities | $ | 57,278 | $ | 54,536 | ||||||
Operating Assets | 62,162 | 40,320 | ||||||||
Strategic Developments | 35,650 | 3,797 | ||||||||
Total revenues | $ | 155,090 | $ | 98,653 | ||||||
The assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets are summarized as follows: | ||||||||||
March 31, | December 31, | |||||||||
2015 | 2014 | |||||||||
(In thousands) | ||||||||||
Master Planned Communities | $ | 1,920,953 | $ | 1,877,043 | ||||||
Operating Assets | 2,027,494 | 1,934,350 | ||||||||
Strategic Developments | 1,000,014 | 879,896 | ||||||||
Total segment assets | 4,948,461 | 4,691,289 | ||||||||
Corporate and other | 300,315 | 428,642 | ||||||||
Total assets | $ | 5,248,776 | $ | 5,119,931 | ||||||
The increase in the Strategic Development segment asset balance as of March 31, 2015 of $120.1 million compared to December 31, 2014 is primarily due to the acquisition of additional land and air rights near South Street Seaport, increase in development costs of $34.1 million for Ward Village, $17.6 million for the 1725-35 Hughes Landing Boulevard office buildings, $17.3 million for Three Hughes Landing, $14.6 million for Waterway Square Hotel (Westin) and $10.7 million for One Lake’s Edge, the collection of $9.6 million of buyer deposits on the pre-sales of condominium units for both Waiea Condominiums and Anaha Condominiums in Ward Village, the reduction of $46.2 million resulting from the transfer of Hughes Landing Retail, Creekside Village and The Metropolitan Downtown Columbia to the Operating segment, the use of $21.6 million of buyer deposits to reimburse for development costs for Ward Village and the cash distribution of $8.9 million from the investment in ONE Ala Moana. | ||||||||||
Corporate and other assets as of March 31, 2015 consist primarily of Cash and cash equivalents. The $128.3 million decrease compared to December 31, 2014 is primarily due to our pre-development and development activities. | ||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
EARNINGS PER SHARE | |||||||
Summary of information related to the entity's EPS calculations | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
(In thousands, except per share amounts) | |||||||
Basic EPS: | |||||||
Numerator: | |||||||
Net loss | $ | -105,959 | $ | -86,331 | |||
Net income attributable to noncontrolling interests | — | 15 | |||||
Net loss attributable to common stockholders | $ | -105,959 | $ | -86,316 | |||
Denominator: | |||||||
Weighted average basic common shares outstanding | 39,465 | 39,454 | |||||
Diluted EPS: | |||||||
Numerator: | |||||||
Net loss attributable to common stockholders | $ | -105,959 | $ | -86,316 | |||
Less: Warrant liability gain | — | — | |||||
Adjusted net loss attributable to common stockholders | $ | -105,959 | $ | -86,316 | |||
Denominator: | |||||||
Weighted average basic common shares outstanding | 39,465 | 39,454 | |||||
Restricted stock and stock options | — | — | |||||
Warrants | — | — | |||||
Weighted average diluted common shares outstanding | 39,465 | 39,454 | |||||
Basic loss per share: | $ | -2.68 | $ | -2.19 | |||
Diluted loss per share: | $ | -2.68 | $ | -2.19 | |||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||
Schedule of assets and liabilities that are measured at fair value on a recurring basis | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Fair Value Measurements Using | Fair Value Measurements Using | ||||||||||||||||||||||||
Total | Quoted Prices | Significant | Significant | Total | Quoted Prices | Significant | Significant | ||||||||||||||||||
in Active | Other | Unobservable | in Active | Other | Unobservable | ||||||||||||||||||||
Markets for | Observable | Inputs | Markets for | Observable | Inputs | ||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||
(Level 1) | (Level 2) | (Level 1) | (Level 2) | ||||||||||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash equivalents | $ | 110,077 | $ | 110,077 | $ | — | $ | — | $ | 75,027 | $ | 75,027 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||||||||||
Warrants | 474,890 | — | — | 474,890 | 366,080 | — | — | 366,080 | |||||||||||||||||
Interest rate swaps | 3,307 | — | 3,307 | — | 3,144 | — | 3,144 | — | |||||||||||||||||
Schedule of reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) | |||||||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Balance as of January 1 | $ | 366,080 | $ | 305,560 | |||||||||||||||||||||
Warrant liability loss (a) | 108,810 | 96,440 | |||||||||||||||||||||||
Balance as of March 31 | $ | 474,890 | $ | 402,000 | |||||||||||||||||||||
(a) | All losses during 2015 and 2014 were unrealized. | ||||||||||||||||||||||||
Schedule of significant unobservable input used in the fair value measurement of warrants designated as Level 3 | |||||||||||||||||||||||||
Unobservable Inputs | |||||||||||||||||||||||||
Fair Value | Valuation Technique | Expected | Marketability | ||||||||||||||||||||||
Volatility (a) | Discount (b) | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Warrants | $ | 474,890 | Option Pricing Valuation Model | 26.30% | 16.0% - 18.0% | ||||||||||||||||||||
(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 18.0%-20.0% at December 31, 2014. | ||||||||||||||||||||||||
Schedule of estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Fair Value Hierarchy | Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||||||
Assets: | (In thousands) | ||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 348,295 | $ | 348,295 | $ | 485,424 | $ | 485,424 | ||||||||||||||||
Notes receivable, net (a) | Level 3 | 26,892 | 26,892 | 28,630 | 28,630 | ||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fixed-rate debt | Level 2 | $ | 1,049,407 | $ | 1,088,862 | $ | 1,030,554 | $ | 1,050,333 | ||||||||||||||||
Variable-rate debt | Level 2 | 1,074,210 | 1,074,210 | 962,916 | 962,916 | ||||||||||||||||||||
Total mortgages, notes and loans payable | $ | 2,123,617 | $ | 2,163,072 | $ | 1,993,470 | $ | 2,013,249 | |||||||||||||||||
(a) | Notes receivable is shown net of an allowance of $463 and $471 as of March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||||||||||||
REAL_ESTATE_AND_OTHER_AFFILIAT1
REAL ESTATE AND OTHER AFFILIATES (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
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 | ||||||||||||||||
March 31, | December 31, | March 31, | December 31, | Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||
(In percentages) | (In thousands) | (In thousands) | ||||||||||||||||
Equity Method Investments | ||||||||||||||||||
Master Planned Communities: | ||||||||||||||||||
Discovery Land | N/A | N/A | $ | 12,052 | $ | — | $ | — | $ | — | ||||||||
Operating Assets: | ||||||||||||||||||
Millennium Woodlands Phase II, LLC (a) (b) | 81.43 | % | 81.43 | % | 362 | 1,023 | -661 | -36 | ||||||||||
Stewart Title | 50.00 | % | 50.00 | % | 3,663 | 3,869 | 194 | 93 | ||||||||||
Summerlin Las Vegas Baseball Club, LLC (b) | 50.00 | % | 50.00 | % | 10,431 | 10,548 | -117 | -126 | ||||||||||
The Metropolitan Downtown Columbia (c) | 50.00 | % | 50.00 | % | 4,562 | 4,800 | -319 | — | ||||||||||
Woodlands Sarofim | 20.00 | % | 20.00 | % | 2,635 | 2,595 | 40 | 57 | ||||||||||
Strategic Developments: | ||||||||||||||||||
Circle T Ranch and Power Center | 50.00 | % | 50.00 | % | 9,004 | 9,004 | — | — | ||||||||||
HHMK Development (b) | 50.00 | % | 50.00 | % | 10 | 10 | 539 | 290 | ||||||||||
KR Holdings (b) | 50.00 | % | 50.00 | % | 876 | 9,183 | 365 | 4,009 | ||||||||||
Parcel C (b) | 50.00 | % | 50.00 | % | 6,934 | 8,737 | — | — | ||||||||||
Summerlin Apartments, LLC (b) | 50.00 | % | 50.00 | % | 1,661 | — | — | — | ||||||||||
52,190 | 49,769 | 41 | 4,287 | |||||||||||||||
Cost basis investments | 3,937 | 3,917 | 1,747 | 1,781 | ||||||||||||||
Investment in Real Estate and Other Affiliates | $ | 56,127 | $ | 53,686 | $ | 1,788 | $ | 6,068 | ||||||||||
N/A – Not Applicable | ||||||||||||||||||
(a) | Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. | |||||||||||||||||
(b) | Equity method variable interest entities. | |||||||||||||||||
(c) | The Metropolitan Downtown Columbia was placed into service in the first quarter 2015. | |||||||||||||||||
MORTGAGES_NOTES_AND_LOANS_PAYA1
MORTGAGES, NOTES AND LOANS PAYABLE (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||||
Summary of mortgages, notes and loans payable | ||||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Fixed-rate debt: | ||||||||||||||
Collateralized mortgages, notes and loans payable | $ | 1,030,671 | $ | 1,008,165 | ||||||||||
Special Improvement District bonds | 18,736 | 22,389 | ||||||||||||
Variable-rate debt: | ||||||||||||||
Collateralized mortgages, notes and loans payable (a) | 1,074,210 | 962,916 | ||||||||||||
Total mortgages, notes and loans payable | $ | 2,123,617 | $ | 1,993,470 | ||||||||||
(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 | March 31, | December 31, | |||||||||||
$ In thousands | Maturity (a) | Rate | Amount | 2015 | 2014 | |||||||||
Master Planned Communities | ||||||||||||||
Bridgeland Land Loan | Jun-22 | 5.50 | % | $ | 15,874 | $ | 15,874 | |||||||
Bridgeland Development Loan | Jun-15 | 5.00 | %(b) | $ | 30,000 | 15,389 | 10 | |||||||
Summerlin South SID Bonds - S108 | Dec-16 | 5.95 | % | 548 | 563 | |||||||||
Summerlin South SID Bonds - S124 | Dec-19 | 5.95 | % | 236 | 236 | |||||||||
Summerlin South SID Bonds - S128 | Dec-20 | 6.05 | % | 623 | 623 | |||||||||
Summerlin South SID Bonds - S128C | Dec-30 | 6.05 | % | 5,097 | 5,274 | |||||||||
Summerlin South SID Bonds - S132 | Dec-20 | 6.00 | % | 2,538 | 2,936 | |||||||||
Summerlin South SID Bonds - S151 | Jun-25 | 6.00 | % | 4,885 | 6,211 | |||||||||
Summerlin West SID Bonds - S808/S810 | Apr-31 | 6.00 | % | 1,069 | 2,805 | |||||||||
The Woodlands Master Credit Facility | Aug-18 | 2.93 | %(b) | 250,000 | 196,663 | 176,663 | ||||||||
Master Planned Communities Total | 242,922 | 211,195 | ||||||||||||
Operating Assets | ||||||||||||||
70 Columbia Corporate Center | Jul-19 | 2.43 | %(b) | 20,000 | 20,000 | |||||||||
Columbia Regional Building | Mar-18 | 2.18 | %(b) | 23,008 | 20,627 | 20,513 | ||||||||
Downtown Summerlin | Jul-19 | 2.43 | %(b) | 311,800 | 256,955 | 229,153 | ||||||||
Downtown Summerlin SID Bonds - S108 | Dec-16 | 5.95 | % | 310 | 310 | |||||||||
Downtown Summerlin SID Bonds - S128 | Dec-30 | 6.05 | % | 3,431 | 3,431 | |||||||||
One Hughes Landing | Dec-29 | 4.30 | %(b) | 52,000 | 52,000 | |||||||||
Two Hughes Landing | Sep-18 | 2.83 | %(b) | 41,230 | 27,927 | 19,992 | ||||||||
Hughes Landing Retail | Dec-18 | 2.13 | %(b) | 36,575 | 21,518 | 17,424 | ||||||||
1701 Lake Robbins | Apr-17 | 5.81 | % | 4,600 | 4,600 | |||||||||
Millennium Waterway Apartments | Jun-22 | 3.75 | % | 55,584 | 55,584 | |||||||||
110 N. Wacker (c) | Oct-19 | 5.21 | %(b) | 29,000 | 29,000 | |||||||||
9303 New Trails | Dec-23 | 4.88 | % | 12,991 | 13,074 | |||||||||
Outlet Collection at Riverwalk | Oct-18 | 2.93 | %(b) | 64,400 | 51,306 | 47,118 | ||||||||
3831 Technology Forest Drive | Mar-26 | 4.50 | % | 23,000 | — | |||||||||
The Woodlands Resort & Conference Center | Feb-19 | 3.68 | %(b) | 95,000 | 83,109 | 76,027 | ||||||||
Ward Village (d) | Sep-16 | 3.35 | %(b) | 250,000 | 238,716 | 238,716 | ||||||||
20/25 Waterway Avenue | May-22 | 4.79 | % | 14,274 | 14,330 | |||||||||
3 Waterway Square | Aug-28 | 3.94 | % | 52,000 | 52,000 | |||||||||
4 Waterway Square | Dec-23 | 4.88 | % | 38,044 | 38,289 | |||||||||
Capital lease obligations | various | 3.60 | % | 123 | 135 | |||||||||
Operating Assets Total | 1,005,515 | 931,696 | ||||||||||||
Strategic Developments | ||||||||||||||
1725-35 Hughes Landing Boulevard | Jun-19 | 2.08 | %(b) | 143,000 | 63,815 | 47,513 | ||||||||
Three Hughes Landing | Dec-19 | 2.53 | %(b) | 65,455 | — | — | ||||||||
Hughes Landing Hotel | Oct-20 | 2.68 | %(b) | 37,100 | — | — | ||||||||
One Lake's Edge | November 2018 | 2.68 | %(b) | 73,525 | 49,184 | 40,787 | ||||||||
Waiea and Anaha Condominiums | Nov-19 | 6.93 | %(b) | 600,000 | — | — | ||||||||
Waterway Square Hotel | Aug-19 | 2.83 | %(b) | 69,300 | — | — | ||||||||
Strategic Developments Total | 112,999 | 88,300 | ||||||||||||
Other Corporate Financing Arrangements | Jun-18 | 3.00 | % | 22,700 | 19,645 | 19,968 | ||||||||
Senior Notes | Oct-21 | 6.88 | % | 750,000 | 750,000 | |||||||||
Unamortized underwriting fees | -7,464 | -7,689 | ||||||||||||
$ | 2,123,617 | $ | 1,993,470 | |||||||||||
(a) | Maturity date includes any extension periods which can be exercised at our option and are subject to customary extension terms. | |||||||||||||
(b) | The interest rate presented is based on the one month LIBOR rate, as applicable, at March 31, 2015 which was 0.1756%. | |||||||||||||
(c) | The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. | |||||||||||||
(d) | $143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity. | |||||||||||||
DERIVATIVE_INSTRUMENTS_AND_HED1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
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 | |||||||||||||||
March 31, | December 31, | ||||||||||||||
2015 | 2014 | ||||||||||||||
(In thousands) | |||||||||||||||
Interest Rate Swaps | $ | 3,307 | $ | 3,144 | |||||||||||
Summary of effect of the Company's derivative financial instruments on the Condensed Consolidated Statements of Operations | |||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | Location of Loss | 2015 | 2014 | |||||||||||
Cash Flow Hedges | Amount of Loss | Amount of Loss | Reclassified | Amount of Loss | Amount of Loss | ||||||||||
Recognized in OCI | Recognized in OCI | from AOCI into | Reclassified from | Reclassified from | |||||||||||
Earnings | AOCI into Earnings | AOCI into Earnings | |||||||||||||
(In thousands) | (In thousands) | ||||||||||||||
Interest Rate Swaps | $ | -761 | $ | -342 | Interest Expense | $ | -380 | $ | -541 | ||||||
STOCKBASED_PLANS_Tables
STOCK-BASED PLANS (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
STOCK-BASED PLANS | ||||||
Summary of stock option plan activity | ||||||
Stock | Weighted | |||||
Options | Average | |||||
Exercise Price | ||||||
Stock Options outstanding at January 1, 2015 | 1,043,490 | $ | 72.60 | |||
Granted | 42,000 | 148.01 | ||||
Forfeited | -57,750 | 108.19 | ||||
Stock Options outstanding at March 31, 2015 | 1,027,740 | $ | 73.68 | |||
Summary of restricted stock activity | ||||||
Restricted | Weighted | |||||
Stock | Average Grant | |||||
Date Fair Value | ||||||
Restricted stock outstanding at January 1, 2015 | 172,690 | $ | 92.02 | |||
Granted | 73,243 | 119.01 | ||||
Forfeited | -4,002 | 99.33 | ||||
Restricted Stock outstanding at March 31, 2015 | 241,931 | $ | 100.01 | |||
OTHER_ASSETS_AND_LIABILITIES_T
OTHER ASSETS AND LIABILITIES (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
OTHER ASSETS AND LIABILITIES | |||||||
Summary of the significant components of prepaid expenses and other assets | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Special Improvement District receivable | $ | 33,040 | $ | 33,318 | |||
Equipment, net of accumulated depreciation of $2.8 million and $2.4 million, respectively | 19,906 | 20,284 | |||||
Tenant incentives and other receivables | 12,014 | 14,264 | |||||
Federal income tax receivable | 8,629 | 8,629 | |||||
Prepaid expenses | 10,560 | 9,196 | |||||
Below-market ground leases | 19,579 | 19,663 | |||||
Condominium deposits | 139,559 | 151,592 | |||||
Security and escrow deposits | 9,483 | 9,829 | |||||
Above-market tenant leases | 4,365 | 4,656 | |||||
Uncertain tax position asset | 402 | 383 | |||||
In-place leases | 29,645 | 32,715 | |||||
Intangibles | 3,994 | 3,593 | |||||
Other | 2,023 | 2,014 | |||||
$ | 293,199 | $ | 310,136 | ||||
Summary of the significant components of accounts payable and accrued expenses | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Construction payables | $ | 191,599 | $ | 170,935 | |||
Accounts payable and accrued expenses | 31,827 | 34,154 | |||||
Condominium deposits | 60,706 | 82,150 | |||||
Membership deposits | 21,448 | 21,023 | |||||
Above-market ground leases | 2,232 | 2,272 | |||||
Deferred income | 65,305 | 65,675 | |||||
Accrued interest | 28,127 | 14,791 | |||||
Accrued real estate taxes | 5,041 | 9,903 | |||||
Tenant and other deposits | 11,758 | 12,756 | |||||
Accrued payroll and other employee liabilities | 10,561 | 25,838 | |||||
Interest rate swaps | 3,307 | 3,144 | |||||
Other | 26,356 | 23,376 | |||||
$ | 458,267 | $ | 466,017 | ||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Summary of AOCI | Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) | |||
Gains and (Losses) on Cash Flow Hedges | ||||
(In Thousands) | ||||
For the | ||||
Three Months | ||||
Ended March 31, 2015 | ||||
Balance as of January 1, 2015 | $ | -7,712 | ||
Other comprehensive loss before reclassifications | 73 | |||
Amounts reclassified from accumulated other comprehensive loss | 380 | |||
Net current-period other comprehensive income | 453 | |||
Balance as of March 31, 2015 | $ | -7,259 | ||
All amounts are net of tax. | ||||
SEGMENTS_Tables
SEGMENTS (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
SEGMENTS | |||||||
Schedule of segment operating results | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Master Planned Communities | |||||||
Land sales | $ | 48,081 | $ | 47,671 | |||
Builder price participation | 5,698 | 4,097 | |||||
Minimum rents | 215 | 197 | |||||
Other land revenues | 3,286 | 2,504 | |||||
Other rental and property revenues | -2 | 67 | |||||
Total revenues | 57,278 | 54,536 | |||||
Cost of sales - land | 23,896 | 23,078 | |||||
Land sales operations | 7,579 | 7,304 | |||||
Land sales real estate and business taxes | 2,404 | 1,954 | |||||
Depreciation and amortization | 95 | 100 | |||||
Interest income | -16 | -57 | |||||
Interest expense (*) | -4,762 | -5,066 | |||||
Total expenses | 29,196 | 27,313 | |||||
MPC EBT | 28,082 | 27,223 | |||||
Operating Assets | |||||||
Minimum rents | 34,312 | 19,900 | |||||
Tenant recoveries | 9,573 | 5,884 | |||||
Resort and conference center revenues | 12,003 | 9,426 | |||||
Other rental and property revenues | 6,274 | 5,110 | |||||
Total revenues | 62,162 | 40,320 | |||||
Other property operating costs | 17,486 | 13,181 | |||||
Rental property real estate taxes | 5,520 | 3,107 | |||||
Rental property maintenance costs | 2,627 | 1,800 | |||||
Resort and conference center operations | 9,078 | 7,511 | |||||
Provision for doubtful accounts | 809 | 143 | |||||
Demolition costs | 117 | 2,494 | |||||
Development-related marketing costs | 2,266 | 2,079 | |||||
Depreciation and amortization | 18,762 | 9,010 | |||||
Other income | — | — | |||||
Interest income | -10 | -119 | |||||
Interest expense | 6,495 | 2,044 | |||||
Equity in Earnings from Real Estate and Other Affiliates | -885 | -1,805 | |||||
Total expenses | 62,265 | 39,445 | |||||
Operating Assets EBT | -103 | 875 | |||||
Strategic Developments | |||||||
Minimum rents | 667 | 263 | |||||
Tenant recoveries | 94 | 131 | |||||
Condominium rights and unit sales | 34,857 | 3,126 | |||||
Other land revenues | 6 | 8 | |||||
Other rental and property revenues | 26 | 269 | |||||
Total revenues | 35,650 | 3,797 | |||||
Condominium rights and unit cost of sales | 22,409 | 1,571 | |||||
Other property operating costs | 659 | 626 | |||||
Real estate taxes | 680 | 633 | |||||
Rental property maintenance costs | 117 | 115 | |||||
Provision for doubtful accounts | — | — | |||||
Demolition costs | — | 22 | |||||
Development-related marketing costs | 3,977 | 2,145 | |||||
Depreciation and amortization | 1,016 | 424 | |||||
Other income | -333 | -2,373 | |||||
Interest expense (*) | -1,807 | -2,649 | |||||
Equity in Earnings from Real Estate and Other Affiliates | -904 | -4,263 | |||||
Total expenses | 25,814 | -3,749 | |||||
Strategic Developments EBT | 9,836 | 7,546 | |||||
REP EBT | $ | 37,815 | $ | 35,644 | |||
(*)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) | |||||||
Reconciliation of REP EBT to GAAP | Three Months Ended March 31, | ||||||
loss before taxes | 2015 | 2014 | |||||
(In thousands) | |||||||
REP EBT | $ | 37,815 | $ | 35,644 | |||
General and administrative | -18,963 | -16,882 | |||||
Corporate interest income/(expense), net | -13,212 | -10,980 | |||||
Warrant liability loss | -108,810 | -96,440 | |||||
Corporate other income, net | 1,132 | 8,075 | |||||
Corporate depreciation and amortization | -1,637 | -975 | |||||
Loss before taxes | $ | -103,675 | $ | -81,558 | |||
Schedule of reconciliation of segment revenue to GAAP-basis consolidated revenues | |||||||
Reconciliation of Segment Basis Revenues to | Three Months Ended March 31, | ||||||
GAAP Revenues | 2015 | 2014 | |||||
(In thousands) | |||||||
Master Planned Communities | $ | 57,278 | $ | 54,536 | |||
Operating Assets | 62,162 | 40,320 | |||||
Strategic Developments | 35,650 | 3,797 | |||||
Total revenues | $ | 155,090 | $ | 98,653 | |||
Summary of assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Master Planned Communities | $ | 1,920,953 | $ | 1,877,043 | |||
Operating Assets | 2,027,494 | 1,934,350 | |||||
Strategic Developments | 1,000,014 | 879,896 | |||||
Total segment assets | 4,948,461 | 4,691,289 | |||||
Corporate and other | 300,315 | 428,642 | |||||
Total assets | $ | 5,248,776 | $ | 5,119,931 | |||
SPONSORS_AND_MANAGEMENT_WARRAN1
SPONSORS AND MANAGEMENT WARRANTS (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2012 | Feb. 28, 2011 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 09, 2010 | |
Sponsors and Management Warrants | ||||||
Warrant liabilities | $474,890,000 | $366,080,000 | ||||
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 | 203,200,000 | 157,100,000 | ||||
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 | $271,700,000 | $209,000,000 | ||||
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 |
EARNINGS_PER_SHARE_EPS_Calcula
EARNINGS PER SHARE - EPS Calculation (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Numerator: | |||
Net income (loss) | ($105,959) | ($86,331) | ($86,331) |
Net income attributable to noncontrolling interests | 15 | ||
Net income (loss) attributable to common stockholders | -105,959 | -86,316 | |
Denominator: | |||
Weighted average basic common shares outstanding | 39,465 | 39,454 | |
Numerator: | |||
Net income (loss) attributable to common stockholders | -105,959 | -86,316 | |
Adjusted net income (loss) attributable to common stockholders | ($105,959) | ($86,316) | |
Denominator: | |||
Weighted average basic common shares outstanding | 39,465 | 39,454 | |
Weighted average diluted common shares outstanding | 39,465 | 39,454 | |
Basic earnings (loss) per share: (in dollars per share) | ($2.68) | ($2.19) | |
Diluted earnings (loss) per share: (in dollars per share) | ($2.68) | ($2.19) |
EARNINGS_PER_SHARE_Antidilutiv
EARNINGS PER SHARE - Antidilutive Securities (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock Options | ||
Antidilutive securities excluded from computation of diluted earnings per share | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,027,740 | 1,024,940 |
Restricted Stock [Member] | ||
Antidilutive securities excluded from computation of diluted earnings per share | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 241,931 | 176,536 |
Sponsors Warrants [Member] | ||
Antidilutive securities excluded from computation of diluted earnings per share | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,916,667 | 1,916,667 |
Management Warrants [Member] | ||
Antidilutive securities excluded from computation of diluted earnings per share | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 2,862,687 | 2,862,687 |
RECENT_TRANSACTIONS_Details
RECENT TRANSACTIONS (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
sqft | |
RECENT TRANSACTIONS | |
Commercial building acquired | 58,000 |
Air rights with total residential and commercial development rights (in sq ft) | 196,133 |
Purchase price of acquisition | $91.40 |
Lot including 2014 acquisitions | 42,694 |
Available development rights | 817,784 |
IMPAIRMENT_Details
IMPAIRMENT (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
IMPAIRMENT | ||
Impairment charges | $0 | $0 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Hierarchy (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 |
item | ||
Liabilities | ||
Warrants | $366,080 | $474,890 |
Interest rate swaps | 3,144 | 3,307 |
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 | 110,077 |
Liabilities | ||
Warrants | 366,080 | 474,890 |
Interest rate swaps | 3,144 | 3,307 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 75,027 | 110,077 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Interest rate swaps | 3,144 | 3,307 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Warrants | $366,080 | $474,890 |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 and Unobservable Inputs (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
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] | |||
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 | 366,080 | 305,560 | 305,560 |
Warrant liability loss | 108,810 | 96,440 | |
Balance at the end of the period | $474,890 | $402,000 | |
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) | |||
Expected Volatility (as a percent) | 26.30% | ||
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) | 16.00% | 18.00% | |
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) | 18.00% | 20.00% |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instruments Not Measured at Fair Value (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Liabilities: | ||
Allowance, notes receivable | $463 | $471 |
Fair Value, Measurements, Nonrecurring [Member] | Reported Value Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 348,295 | 485,424 |
Notes receivable, net | 26,892 | 28,630 |
Liabilities: | ||
Fixed-rate debt | 1,049,407 | 1,030,554 |
Variable-rate debt | 1,074,210 | 962,916 |
Total mortgages, notes and loans payable | 2,123,617 | 1,993,470 |
Fair Value, Measurements, Nonrecurring [Member] | Estimate of Fair Value Measurement [Member] | ||
Assets: | ||
Cash and cash equivalents | 348,295 | 485,424 |
Notes receivable, net | 26,892 | 28,630 |
Liabilities: | ||
Fixed-rate debt | 1,088,862 | 1,050,333 |
Variable-rate debt | 1,074,210 | 962,916 |
Total mortgages, notes and loans payable | $2,163,072 | $2,013,249 |
REAL_ESTATE_AND_OTHER_AFFILIAT2
REAL ESTATE AND OTHER AFFILIATES (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 05, 2012 | 14-May-12 | Oct. 04, 2013 | Jul. 11, 2013 | Oct. 27, 2011 | Jan. 24, 2014 | 31-May-13 | Aug. 06, 2012 | Dec. 31, 2014 | Aug. 06, 2013 | |
item | acre | item | acre | item | acre | |||||||
item | item | |||||||||||
sqft | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | $56,127,000 | $53,686,000 | ||||||||||
Share of Earnings/Dividends | 1,788,000 | 6,068,000 | ||||||||||
Share of distributable cash | 5,500,000 | |||||||||||
Aggregate carrying value of unconsolidated VIEs | 20,300,000 | 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 | 21,200,000 | 21,100,000 | ||||||||||
Carrying values of the liabilities associated with the operations of the consolidated VIEs | 800,000 | 600,000 | ||||||||||
repayments of debt | 4,923,000 | 2,138,000 | ||||||||||
Book value of land contributed to joint venture | 321,176,000 | 317,211,000 | ||||||||||
Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 52,190,000 | 49,769,000 | ||||||||||
Share of Earnings/Dividends | 41,000 | 4,287,000 | ||||||||||
Cost-method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 3,937,000 | 3,917,000 | ||||||||||
Share of Earnings/Dividends | 1,747,000 | 1,781,000 | ||||||||||
Discovery Land | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Book value of land contributed to joint venture | 13,400,000 | |||||||||||
SID Bonds transferred to a joint venture | 1,300,000 | |||||||||||
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 | |||||||||||
Preferred return, on capital (as a percent) | 5.00% | |||||||||||
Capital obligations | 0 | |||||||||||
Entitlement of distribution by joint venture (in times) | 2 | |||||||||||
Discovery Land | Equity Method Investments [Member] | Maximum [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Cash contributed by joint venture partner | 30,000,000 | |||||||||||
KR Holdings LLC | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Number of units in luxury condominium tower | 206 | |||||||||||
Number of units closed | 201 | |||||||||||
Proceeds from Sale of Real Estate | 8,900,000 | |||||||||||
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 | |||||||||||
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 D | ||||||||||||
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 | |||||||||||
Parcel D | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Number of units in Class A apartment building to be constructed | 380 | |||||||||||
Parcel D | Construction Loan Payable [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Aggregate principal amount of debt issued | 64,100,000 | |||||||||||
Outstanding debt | 52,300,000 | |||||||||||
Variable rate basis | one-month LIBOR | |||||||||||
Interest rate margin (as a percent) | 2.40% | |||||||||||
Summerlin Apartments LLC | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
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% | |||||||||||
Economic interest (as a percent) | 50.00% | |||||||||||
Summerlin Las Vegas Baseball Club LLC | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Amount funded in cash to joint venture | 10,500,000 | |||||||||||
Economic interest (as a percent) | 50.00% | |||||||||||
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% | |||||||||||
Unconsolidated Properties [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Secured debt | 97,800,000 | |||||||||||
Share of the entity in secured debt | 58,900,000 | |||||||||||
Master Planned Communities [Member] | Discovery Land | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 12,052,000 | |||||||||||
Operating Assets [Member] | Millennium Woodlands Phase II LLC | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 362,000 | 1,023,000 | ||||||||||
Share of Earnings/Dividends | -661,000 | -36,000 | ||||||||||
Economic interest (as a percent) | 81.43% | 81.43% | ||||||||||
Operating Assets [Member] | Parcel D | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 4,562,000 | 4,800,000 | ||||||||||
Share of Earnings/Dividends | -319,000 | |||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Operating Assets [Member] | Stewart Title | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 3,663,000 | 3,869,000 | ||||||||||
Share of Earnings/Dividends | 194,000 | 93,000 | ||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Operating Assets [Member] | Summerlin Las Vegas Baseball Club LLC | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 10,431,000 | 10,548,000 | ||||||||||
Share of Earnings/Dividends | -117,000 | -126,000 | ||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Operating Assets [Member] | Woodlands Sarofim 1 | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 2,635,000 | 2,595,000 | ||||||||||
Share of Earnings/Dividends | 40,000 | 57,000 | ||||||||||
Economic interest (as a percent) | 20.00% | 20.00% | ||||||||||
Strategic Developments [Member] | Circle T | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 9,004,000 | 9,004,000 | ||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Strategic Developments [Member] | HHMK Development LLC | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 10,000 | 10,000 | ||||||||||
Share of Earnings/Dividends | 539,000 | 290,000 | ||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Strategic Developments [Member] | KR Holdings LLC | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 876,000 | 9,183,000 | ||||||||||
Share of Earnings/Dividends | 365,000 | 4,009,000 | ||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Strategic Developments [Member] | Summerlin Apartments LLC | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | 1,661,000 | |||||||||||
Economic interest (as a percent) | 50.00% | 50.00% | ||||||||||
Strategic Developments [Member] | Parcel C | Equity Method Investments [Member] | ||||||||||||
Investment in Real Estate and Other Affiliates | ||||||||||||
Carrying Value | $6,934,000 | $8,737,000 | ||||||||||
Economic interest (as a percent) | 50.00% | 50.00% |
MORTGAGES_NOTES_AND_LOANS_PAYA2
MORTGAGES, NOTES AND LOANS PAYABLE - Debt Summarized (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Mortgages, notes and loans payable | ||
Total mortgages, notes and loans payable | $2,123,617,000 | $1,993,470,000 |
Secured Debt [Member] | ||
Mortgages, notes and loans payable | ||
Fixed-rate debt: | 1,030,671,000 | 1,008,165,000 |
Variable-rate debt: | 1,074,210,000 | 962,916,000 |
Amount of variable-rate debt swapped to fixed rate | 172,000,000 | |
Bonds [Member] | ||
Mortgages, notes and loans payable | ||
Fixed-rate debt: | $18,736,000 | $22,389,000 |
MORTGAGES_NOTES_AND_LOANS_PAYA3
MORTGAGES, NOTES AND LOANS PAYABLE - Debt by Property (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Oct. 02, 2013 | Aug. 08, 2013 | Jun. 27, 2014 | Apr. 15, 2014 | 31-May-15 | Jul. 18, 2014 | Jul. 15, 2014 | Dec. 05, 2014 | Oct. 03, 2014 | Nov. 06, 2014 | Aug. 06, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Nov. 10, 2014 | Mar. 25, 2015 | |
room | item | |||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Unamortized underwriting fees | ($7,464,000) | -7,689,000 | ||||||||||||||||
Total mortgages, notes and loans payable | 2,123,617,000 | 1,993,470,000 | ||||||||||||||||
Weighted average interest rate (as a percent) | 4.53% | 4.61% | ||||||||||||||||
Land, buildings and equipment and developments in progress pledged as collateral | 2,400,000,000 | |||||||||||||||||
Net cash proceeds | 137,566,000 | 48,811,000 | ||||||||||||||||
One Month LIBOR | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Variable rate basis (as a percent) | 0.18% | |||||||||||||||||
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 | 19,645,000 | 19,968,000 | ||||||||||||||||
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% | |||||||||||||||||
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 | |||||||||||||||||
Master Planned Communities [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Mortgages, notes, and loans payable, gross | 242,922,000 | 211,195,000 | ||||||||||||||||
Master Planned Communities [Member] | Bridgeland [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
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 | 15,874,000 | ||||||||||||||||
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% | 5.00% | ||||||||||||||||
Facility Amount | 30,000,000 | 140,000,000 | ||||||||||||||||
Mortgages, notes, and loans payable, gross | 15,389,000 | 10,000 | ||||||||||||||||
Outstanding balance | 30,000,000 | |||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 3.25% | |||||||||||||||||
Amount utilized | 115,700,000 | |||||||||||||||||
Master Planned Communities [Member] | Summerlin South [Member] | S108 [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 5.95% | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 548,000 | 563,000 | ||||||||||||||||
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 | 236,000 | ||||||||||||||||
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 | 623,000 | ||||||||||||||||
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 | 5,097,000 | 5,274,000 | ||||||||||||||||
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 | 2,538,000 | 2,936,000 | ||||||||||||||||
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 | 4,885,000 | 6,211,000 | ||||||||||||||||
Master Planned Communities [Member] | Summerlin West [Member] | S808 or 810 [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 6.00% | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 1,069,000 | 2,805,000 | ||||||||||||||||
Master Planned Communities [Member] | Woodlands Properties [Member] | Line of Credit [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Facility Amount | 250,000,000 | |||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||
Extension period at borrower's option | 1 year | |||||||||||||||||
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] | 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 | ||||||||||||||||||
Interest rate (as a percent) | 2.93% | |||||||||||||||||
Facility Amount | 250,000,000 | 125,000,000 | ||||||||||||||||
Mortgages, notes, and loans payable, gross | 196,663,000 | 176,663,000 | ||||||||||||||||
Operating Assets [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Mortgages, notes, and loans payable, gross | 1,005,515,000 | 931,696,000 | ||||||||||||||||
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 | 123,000 | 135,000 | ||||||||||||||||
Operating Assets [Member] | Shops at Summerlin Centre [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.43% | |||||||||||||||||
Facility Amount | 311,800,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 256,955,000 | 229,153,000 | ||||||||||||||||
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 | 310,000 | ||||||||||||||||
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 | 3,431,000 | ||||||||||||||||
Operating Assets [Member] | Columbia Corporate Center 70 [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.43% | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 20,000,000 | 20,000,000 | ||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 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 | |||||||||||||||||
Operating Assets [Member] | Columbia Regional Building [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.18% | |||||||||||||||||
Facility Amount | 23,008,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 20,627,000 | 20,513,000 | ||||||||||||||||
Operating Assets [Member] | Columbia Regional Building [Member] | Subsequent Event [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Mortgages, notes, and loans payable, gross | 80,000,000 | |||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||||||||||
Number of extension options | 2 | |||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||
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 | 52,000,000 | 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 | ||||||||||||||||||
Interest rate (as a percent) | 2.83% | |||||||||||||||||
Facility Amount | 41,230,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 27,927,000 | 19,992,000 | ||||||||||||||||
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 | 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 | ||||||||||||||||
Operating Assets [Member] | Wacker110N [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 5.21% | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 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 | |||||||||||||||||
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 | 12,991,000 | 13,074,000 | ||||||||||||||||
Operating Assets [Member] | Riverwalk Marketplace | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.93% | |||||||||||||||||
Facility Amount | 64,400,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 51,306,000 | 47,118,000 | ||||||||||||||||
Operating Assets [Member] | Technology Forest Drive [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 4.50% | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 23,000,000 | 23,000,000 | ||||||||||||||||
Fixed interest rate (as a percent) | 4.50% | |||||||||||||||||
Operating Assets [Member] | Resort and Conference Center [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 3.68% | |||||||||||||||||
Facility Amount | 95,000,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 83,109,000 | 76,027,000 | ||||||||||||||||
Operating Assets [Member] | Ward Centers [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 3.35% | |||||||||||||||||
Facility Amount | 250,000,000 | 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] | 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 | 14,274,000 | 14,330,000 | ||||||||||||||||
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 | ||||||||||||||||
Operating Assets [Member] | Waterway 4 [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 4.88% | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 38,044,000 | 38,289,000 | ||||||||||||||||
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] | Summerlin [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Variable rate basis | one-month LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 2.25% | |||||||||||||||||
Number of extension options | 2 | |||||||||||||||||
Option to extend, term | 1 year | |||||||||||||||||
Amount of debt issued | 311,800,000 | |||||||||||||||||
Strategic Developments [Member] | 1725-35 Hughes Landing Boulevard [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.08% | |||||||||||||||||
Facility Amount | 143,000,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 63,815,000 | 47,513,000 | ||||||||||||||||
Strategic Developments [Member] | Three Hughes Landing [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.53% | |||||||||||||||||
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) | 2.68% | |||||||||||||||||
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 | ||||||||||||||||||
Interest rate (as a percent) | 2.13% | |||||||||||||||||
Facility Amount | 36,575,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 21,518,000 | 17,424,000 | ||||||||||||||||
Strategic Developments [Member] | One Lakes Edge [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 2.68% | |||||||||||||||||
Facility Amount | 73,525,000 | |||||||||||||||||
Mortgages, notes, and loans payable, gross | 49,184,000 | 40,787,000 | ||||||||||||||||
Strategic Developments [Member] | Waiea And Anaha Condominium Towers [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Interest rate (as a percent) | 6.93% | |||||||||||||||||
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 | ||||||||||||||||||
Interest rate (as a percent) | 2.83% | |||||||||||||||||
Facility Amount | 69,300,000 | |||||||||||||||||
Strategic Developments [Member] | Waterway Hotel [Member] | ||||||||||||||||||
Mortgages, notes and loans payable | ||||||||||||||||||
Mortgages, notes, and loans payable, gross | 112,999,000 | 88,300,000 | ||||||||||||||||
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] | 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 |
DERIVATIVE_INSTRUMENTS_AND_HED2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Gross notional amounts (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Interest Rate Swap [Member] | ||
Derivative instruments and hedging activities | ||
Estimated additional amount to be reclassified as an increase to interest expense | $2.10 | |
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 - Fair Value of Derivative Financial Instruments (Details) (Interest Rate Swap [Member], Designated as Hedging Instrument [Member], Accounts Payable and Accrued Liabilities [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Fair value of derivative instruments | ||
Derivative liabilities | $3,307 | $3,144 |
DERIVATIVE_INSTRUMENTS_AND_HED4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Derivative Financial Instruments on Statements of Operations (Details) (Cash Flow Hedging [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Interest Expense [Member] | ||
Effect of the Company's derivative financial instruments on the income statement | ||
Amount of Loss Reclassified from AOCI into Earnings | ($380) | ($541) |
Interest Rate Swap [Member] | ||
Effect of the Company's derivative financial instruments on the income statement | ||
Amount of Loss Recognized in OCI | ($761) | ($342) |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | 6-May-11 | Dec. 31, 2014 |
item | ||||
Income taxes | ||||
Unrecognized tax benefits, excluding interest | $184.20 | $184.20 | ||
Effective tax rate (as a percent) | -2.20% | -5.90% | ||
General Growth Properties [Member] | ||||
Income taxes | ||||
Number of subsidiaries involved in dispute with IRS | 2 | 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 | 144.1 | |||
Proceeds From Settlement Of Tax Indemnity Receivable | 138 | |||
Number Of Office Properties Received From Settlement Of Tax Indemnity Receivable | 6 | |||
Value Of Buildings Received From Settlement Of Tax Indemnity Receivable | 130 | |||
General Growth Properties [Member] | Maximum [Member] | ||||
Income taxes | ||||
Amount of certain taxes indemnified by related party | $303.80 |
STOCKBASED_PLANS_Stock_Options
STOCK-BASED PLANS - Stock Options (Details) (Stock Options, USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock Options | ||
Stock Options | ||
Stock Options Outstanding at the beginning of the period (in shares) | 1,043,490 | |
Granted (in shares) | 42,000 | |
Forfeited (in shares) | -57,750 | |
Stock Options Outstanding at the end of the period (in shares) | 1,027,740 | |
Weighted Average Exercise Price | ||
Stock Options Outstanding at the beginning of the period (in dollars per share) | $72.60 | |
Granted (in dollars per share) | $148.01 | |
Forfeited (in dollars per share) | $108.19 | |
Stock Options Outstanding at the end of the period (in dollars per share) | $73.68 | |
Stock option expense | $0.70 | $1 |
STOCKBASED_PLANS_Restricted_St
STOCK-BASED PLANS - Restricted Stock (Details) (Restricted Stock [Member], USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 |
Stock-based plans | |
Unamortized restricted stock expense | $17.60 |
Weighted-average period for recognition of unamortized restricted stock expense | 3 years 10 months 24 days |
Restricted stock activity | |
Restricted stock outstanding at the beginning of the period (in shares) | 172,690 |
Granted (in shares) | 73,243 |
Restricted stock outstanding at the end of the period (in shares) | 241,931 |
Vested (in shares) | -4,002 |
Weighted Average Grant Date Fair Value | |
Restricted stock outstanding at the beginning of the period (in dollars per share) | $92.02 |
Granted (in dollars per share) | $119.01 |
Restricted stock outstanding at the end of the period (in dollars per share) | $100.01 |
Vested (in dollars per share) | $99.33 |
General and Administrative Expense [Member] | |
Stock-based plans | |
Recognized compensation expense | $1.10 |
OTHER_ASSETS_AND_LIABILITIES_D
OTHER ASSETS AND LIABILITIES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Prepaid Expenses and Other Assets | ||
Special Improvement District receivable | $33,040,000 | $33,318,000 |
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively | 19,906,000 | 20,284,000 |
Tenant incentives and other receivables | 12,014,000 | 14,264,000 |
Federal income tax receivable | 8,629,000 | 8,629,000 |
Prepaid expenses | 10,560,000 | 9,196,000 |
Security and escrow deposits | 9,483,000 | 9,829,000 |
Other | 2,023,000 | 2,014,000 |
Total prepaid expenses and other assets | 293,199,000 | 310,136,000 |
Accumulated depreciation on other equipment | 2,800,000 | 2,400,000 |
Accounts Payable and Accrued Expenses | ||
Construction payables | 191,599,000 | 170,935,000 |
Accounts payable and accrued expenses | 31,827,000 | 34,154,000 |
Condominium deposits | 60,706,000 | 82,150,000 |
Membership deposits | 21,448,000 | 21,023,000 |
Accrued interest | 28,127,000 | 14,791,000 |
Accrued real estate taxes | 5,041,000 | 9,903,000 |
Tenant and other deposits | 11,758,000 | 12,756,000 |
Accrued payroll and other employee liabilities | 10,561,000 | 25,838,000 |
Interest rate swap | 3,307,000 | 3,144,000 |
Other | 26,356,000 | 23,376,000 |
Total accounts payable and accrued expenses | 458,267,000 | 466,017,000 |
Prepaid Expenses and Other Current Assets [Member] | ||
Prepaid Expenses and Other Assets | ||
Increase in prepaid expenses and other assets | 16,900,000 | |
Increase in acquired in-place leases | 3,100,000 | |
Increase in restricted condominium deposits | 12,000,000 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Increase in accounts payable and accrued expenses | 7,800,000 | |
Increase in construction payable | 20,700,000 | |
Increase in accrued payroll | 15,300,000 | |
Decrease in accrued real estate taxes | 4,900,000 | |
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 | 21,400,000 | |
Shops at Summerlin Centre [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Increase in accrued interest | 13,300,000 | |
Ground Leases below Market [Member] | ||
Prepaid Expenses and Other Assets | ||
Net carrying amount | 19,579,000 | 19,663,000 |
Condominium deposits | 139,559,000 | 151,592,000 |
Tenant Leases above Market [Member] | ||
Prepaid Expenses and Other Assets | ||
Net carrying amount | 4,365,000 | 4,656,000 |
Uncertain tax position asset | 402,000 | 383,000 |
Leases, Acquired-in-Place [Member] | ||
Prepaid Expenses and Other Assets | ||
Net carrying amount | 29,645,000 | 32,715,000 |
Intangibles | 3,994,000 | 3,593,000 |
Ground Leases above Market [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Accounts Payable and Accrued Expenses | ||
Net carrying amount | 2,232,000 | 2,272,000 |
Deferred income | $65,305,000 | $65,675,000 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes in Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Changes in accumulated other comprehensive income (loss) by component | ||
Balance at the beginning of the period | ($7,712) | |
Other comprehensive income before reclassifications | 73 | |
Amounts reclassified from accumulated other comprehensive loss | 380 | |
Other comprehensive income (loss) | 453 | 66 |
Balance at the end of the period | ($7,259) | ($7,712) |
ACCUMULATED_OTHER_COMPREHENSIV3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Reclassifications out of accumulated other comprehensive income (loss) | |||
Provision for income taxes | ($2,284) | ($4,773) | |
Net income (loss) | -105,959 | -86,331 | -86,331 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Reclassifications out of accumulated other comprehensive income (loss) | |||
Provision for income taxes | 228 | ||
Net income (loss) | -380 | ||
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 | ($608) |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jun. 27, 2013 | Jun. 27, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments | ||||
Letters of Credit and Surety Bonds Outstanding Amount | $80,200,000 | $53,700,000 | ||
South Street Seaport Ground Lease [Member] | ||||
Commitments | ||||
Annual fixed rent | 1,200,000 | 1,200,000 | ||
Annual rent escalation rate (as a percent) | 3.00% | 3.00% | ||
Additional annual rent payments to be made through the term of the lease | 210,000 | 210,000 | ||
Rent credit to be received | $1,500,000 | |||
Maximum period for rent credit | 30 months |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) (Damage Due to Flooding [Member], USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Damage Due to Flooding [Member] | |||
Insurance recoveries | |||
Insurance recoveries collected | $47.90 | ||
Pre-tax gain recognized in Other (income)/expense | $0.30 | $7.80 |
SEGMENTS_Details
SEGMENTS (Details) | 3 Months Ended |
Mar. 31, 2015 | |
segment | |
SEGMENTS | |
Number of reportable segments | 3 |
SEGMENTS_Segment_Operating_Res
SEGMENTS - Segment Operating Results (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segments reporting | ||
Land sales | $48,081 | $47,671 |
Builder price participation | 5,698 | 4,097 |
Minimum rents | 35,194 | 20,360 |
Tenant recoveries | 9,667 | 6,015 |
Condominium rights and unit sales | 34,857 | 3,126 |
Other land revenues | 3,293 | 2,512 |
Other rental and property revenues | 6,297 | 5,446 |
Total revenues | 155,090 | 98,653 |
Cost of sales - land | 23,896 | 23,078 |
Other property operating costs | 18,145 | 13,804 |
Rental property real estate taxes | 6,200 | 3,740 |
Rental property maintenance costs | 2,744 | 1,915 |
Provision for doubtful accounts | 809 | 143 |
Demolition costs | 117 | 2,516 |
Development-related marketing costs | 6,243 | 4,224 |
Depreciation and amortization | 21,510 | 10,509 |
Other income | -1,464 | -10,448 |
Interest income | -136 | -2,188 |
Interest expense | 13,246 | 7,321 |
Equity in Earnings from Real Estate and Other Affiliates | -1,788 | -6,068 |
REP EBT | 37,815 | 35,644 |
Operating Segments [Member] | Master Planned Communities [Member] | ||
Segments reporting | ||
Land sales | 48,081 | 47,671 |
Builder price participation | 5,698 | 4,097 |
Minimum rents | 215 | 197 |
Other land revenues | 3,286 | 2,504 |
Other rental and property revenues | -2 | 67 |
Total revenues | 57,278 | 54,536 |
Cost of sales - land | 23,896 | 23,078 |
Land sales operations | 7,579 | 7,304 |
Land sales real estate and business taxes | 2,404 | 1,954 |
Depreciation and amortization | 95 | 100 |
Interest income | -16 | -57 |
Interest expense | -4,762 | -5,066 |
Total expenses | 29,196 | 27,313 |
REP EBT | 28,082 | 27,223 |
Operating Segments [Member] | Operating Assets [Member] | ||
Segments reporting | ||
Minimum rents | 34,312 | 19,900 |
Tenant recoveries | 9,573 | 5,884 |
Resort and conference center revenues | 12,003 | 9,426 |
Other rental and property revenues | 6,274 | 5,110 |
Total revenues | 62,162 | 40,320 |
Other property operating costs | 17,486 | 13,181 |
Rental property real estate taxes | 5,520 | 3,107 |
Rental property maintenance costs | 2,627 | 1,800 |
Resort and conference center operations | 9,078 | 7,511 |
Provision for doubtful accounts | 809 | 143 |
Demolition costs | 117 | 2,494 |
Development-related marketing costs | 2,266 | 2,079 |
Depreciation and amortization | 18,762 | 9,010 |
Interest income | -10 | -119 |
Interest expense | 6,495 | 2,044 |
Equity in Earnings from Real Estate and Other Affiliates | -885 | -1,805 |
Total expenses | 62,265 | 39,445 |
REP EBT | -103 | 875 |
Operating Segments [Member] | Strategic Developments [Member] | ||
Segments reporting | ||
Minimum rents | 667 | 263 |
Tenant recoveries | 94 | 131 |
Condominium rights and unit sales | 34,857 | 3,126 |
Other land revenues | 6 | 8 |
Other rental and property revenues | 26 | 269 |
Total revenues | 35,650 | 3,797 |
Condominium rights and unit cost of sales | 22,409 | 1,571 |
Other property operating costs | 659 | 626 |
Rental property real estate taxes | 680 | 633 |
Rental property maintenance costs | 117 | 115 |
Demolition costs | 22 | |
Development-related marketing costs | 3,977 | 2,145 |
Depreciation and amortization | 1,016 | 424 |
Other income | -333 | -2,373 |
Interest expense | -1,807 | -2,649 |
Equity in Earnings from Real Estate and Other Affiliates | -904 | -4,263 |
Total expenses | 25,814 | -3,749 |
REP EBT | $9,836 | $7,546 |
SEGMENTS_REP_EBT_to_GAAP_Basis
SEGMENTS - REP EBT to GAAP Basis Income (Loss) Before Taxes (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Reconciliation of REP EBT to GAAP net income (loss) | |||
REP EBT | $37,815 | $35,644 | |
General and administrative | -18,963 | -16,882 | |
Corporate interest income, net | 136 | 2,188 | |
Warrant liability loss | -108,810 | -96,440 | |
Provision for income taxes | -2,284 | -4,773 | |
Corporate other income, net: | 1,464 | 10,448 | |
Corporate depreciation and amortization | -21,510 | -10,509 | |
Net income (loss) | -105,959 | -86,331 | -86,331 |
Corporate, Non-Segment [Member] | |||
Reconciliation of REP EBT to GAAP net income (loss) | |||
Corporate interest income, net | -13,212 | -10,980 | |
Warrant liability loss | -108,810 | -96,440 | |
Corporate other income, net: | 1,132 | 8,075 | |
Corporate depreciation and amortization | -1,637 | -975 | |
Net income (loss) | -103,675 | -81,558 | |
Operating Segments [Member] | Consolidated Properties [Member] | |||
Reconciliation of REP EBT to GAAP net income (loss) | |||
General and administrative | ($18,963) | ($16,882) |
SEGMENTS_Segment_Revenue_to_GA
SEGMENTS - Segment Revenue to GAAP Consolidated Revenue (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation of Segment Basis Revenues to GAAP Revenues | ||
Total revenues | $155,090 | $98,653 |
Master Planned Communities [Member] | Operating Segments [Member] | ||
Reconciliation of Segment Basis Revenues to GAAP Revenues | ||
Total revenues | 57,278 | 54,536 |
Operating Assets [Member] | Operating Segments [Member] | ||
Reconciliation of Segment Basis Revenues to GAAP Revenues | ||
Total revenues | 62,162 | 40,320 |
Strategic Developments [Member] | Operating Segments [Member] | ||
Reconciliation of Segment Basis Revenues to GAAP Revenues | ||
Total revenues | $35,650 | $3,797 |
SEGMENTS_Assets_by_Segment_Det
SEGMENTS - Assets by Segment (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of total segment assets to total assets | ||
Assets | $5,248,776,000 | $5,119,931,000 |
General Growth Properties [Member] | ||
Additional information | ||
Proceeds From Settlement Of Tax Indemnity Receivable | 138,000,000 | |
Strategic Developments [Member] | ||
Additional information | ||
Increase (decrease) in assets | 120,100,000 | |
Strategic Developments [Member] | ONE AlaMoana [Member] | ||
Additional information | ||
Cash distribution from the investment in ONE Ala Moana | 8,900,000 | |
Strategic Developments [Member] | Ward Centers [Member] | ||
Additional information | ||
Deposits collected on the sale of condominium units | 9,600,000 | |
New developments in progress | 34,100,000 | |
Use of buyer deposit to reimburse for development costs | 21,600,000 | |
Strategic Developments [Member] | 1725-35 Hughes Landing Boulevard [Member] | ||
Additional information | ||
New developments in progress | 17,600,000 | |
Strategic Developments [Member] | One Lakes Edge [Member] | ||
Additional information | ||
New developments in progress | 10,700,000 | |
Strategic Developments [Member] | Waterway Square Hotel [Member] | ||
Additional information | ||
New developments in progress | 14,600,000 | |
Strategic Developments [Member] | Three Hughes Landing [Member] | ||
Additional information | ||
New developments in progress | 17,300,000 | |
Operating Segments [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 4,948,461,000 | 4,691,289,000 |
Operating Segments [Member] | Master Planned Communities [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 1,920,953,000 | 1,877,043,000 |
Operating Segments [Member] | Operating Assets [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 2,027,494,000 | 1,934,350,000 |
Operating Segments [Member] | Operating Assets [Member] | Hughes Landing Retail [Member] | ||
Additional information | ||
Transfer of property | 46,200,000 | |
Operating Segments [Member] | Strategic Developments [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 1,000,014,000 | 879,896,000 |
Corporate, Non-Segment [Member] | ||
Reconciliation of total segment assets to total assets | ||
Assets | 300,315,000 | 428,642,000 |
Additional information | ||
Increase (decrease) in assets | $128,300,000 |