SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Properties Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at their cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes, interest and interest related costs are amortized over lives which are consistent with the developed assets. Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed. Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is capitalized as a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. Depreciation and amortization expense is computed using the straight-line method based upon the following estimated useful lives: Years Buildings and improvements 40 Equipment and fixtures 5 - 10 Tenant improvements Shorter of useful life or applicable lease term The Company reviews depreciable lives of its properties periodically and makes adjustments when necessary to reflect a shorter economic life. Impairment Operating properties and intangible assets Accounting for the impairment or disposal of long-lived assets 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 provision should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income and occupancy percentages, high loan to value ratios, and carrying values in excess of the fair values. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects. If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may exceed the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent a provision for impairment is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset. In August 2014, upon a maturity default on the Steeplegate Mall mortgage loan, the loan servicer appointed a receiver to take over the operations of the property until the property could be conveyed to the lender or a third party purchaser. As a result, the Company revised its intended hold period of this property to less than one year. The change in the hold period resulted in a change to undiscounted cash flows utilized in the impairment analysis and the Company concluded that the carrying value of the property was not recoverable. The Company recorded an impairment charge on the property of $7.6 million during the three and nine months ended September 30, 2014, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in “Provision for impairment” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). In March 2015, the property associated with Steeplegate Mall was conveyed to its lender in full satisfaction of the debt. In September 2014, the Company determined there were events and circumstances which changed management's estimated holding period for Collin Creek Mall. Subsequently, the lender had placed the loan into special servicing status and communicated to the Company that it would be unwilling to extend the term and discount the loan. As a result of the continued decline in the operating results of the property, management concluded it was in the best interest of the Company to convey the property to its lender prior to maturity in full satisfaction of the debt. Therefore, the Company revised its intended hold period of this property to less than one year. The change in the hold period resulted in a change to undiscounted cash flows utilized in the impairment analysis and the Company concluded that the carrying value of the property was not recoverable. The Company recorded an impairment charge of $2.9 million during the nine months ended September 30, 2015 , to reduce the aggregate carrying value to the estimated fair value of the property. During the three and nine months ended September 30, 2014 , the Company recorded an impairment charge of $3.1 million , to reduce the aggregate carrying value to the estimated fair value of the property. This impairment charge is included in "Provision for impairment" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). In April 2015, the property associated with Collin Creek Mall was conveyed to its lender in full satisfaction of the debt. No impairment charges were recorded for the three months ended September 30, 2015 . Intangible Assets and Liabilities The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting: Gross Asset Accumulated Net Carrying (In thousands) September 30, 2015 Tenant leases: In-place value $ 90,527 $ (41,165 ) $ 49,362 Above-market 99,617 (57,768 ) 41,849 Below-market (62,030 ) 23,199 (38,831 ) Ground leases: Below-market 3,682 (653 ) 3,029 December 31, 2014 Tenant leases: In-place value $ 97,745 $ (43,481 ) $ 54,264 Above-market 109,862 (58,866 ) 50,996 Below-market (65,476 ) 22,184 (43,292 ) Ground leases: Below-market 3,682 (537 ) 3,145 The gross asset balances of the in-place value of tenant leases are included in "Buildings and Equipment" on the Company's Consolidated Balance Sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant leases and below-market ground leases are included in "Prepaid expenses and other assets, net", and below-market tenant leases are included in "Accounts payable and accrued expenses, net" as detailed in Notes 4 and 6, respectively. Amortization of in-place intangible assets decreased the Company's income by $4.4 million and $7.2 million for the three months ended September 30, 2015 and 2014 , respectively. Amortization of in-place intangible assets decreased the Company's income by $15.2 million and $19.1 million for the nine months ended September 30, 2015 and 2014 , respectively. Amortization of in-place intangibles is included in "Depreciation and amortization" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization of above-market and below-market lease intangibles decreased the Company's revenue by $1.3 million and $2.4 million for the three months ended September 30, 2015 and 2014 , respectively. Amortization of above-market and below-market lease intangibles decreased the Company's revenue by $5.4 million and $9.8 million for the nine months ended September 30, 2015 and 2014 , respectively. Amortization of above-market and below-market lease intangibles is included in "Minimum rents" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). Future amortization/accretion of these intangibles is estimated to decrease the Company's net income as follows: Year In-place lease intangibles Above/(below) market leases, net (In thousands) Remainder of 2015 $ 5,375 $ 1,780 2016 14,036 5,254 2017 8,265 3,411 2018 5,678 989 2019 3,988 (500 ) 2020 3,049 (995 ) Cash and Cash Equivalents The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents. Restricted Cash Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. Interest Rate Hedging Instruments The Company recognizes its derivative financial instruments in either "Prepaid expenses and other assets, net" or "Accounts payable and accrued expenses, net", as applicable, in the Consolidated Balance Sheets and measures those instruments at fair value. The accounting for changes in fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both quantitative and qualitative methods. The Company entered into two derivative agreements that qualify as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges. The fair value of the cash flow hedges as of September 30, 2015 was $1.8 million and is included in "Accounts payable and accrued expenses, net" in the Company's Consolidated Balance Sheets. The fair value of the Company's interest rate hedge is classified as Level 2 in the fair value measurement table. To the extent they are effective, changes in fair value of cash flow hedges are reported in "Accumulated other comprehensive income (loss)" ("AOCI/L") and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in AOCI/L and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract. Revenue Recognition and Related Matters Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled expiration dates as well as the amortization related to above and below-market tenant leases on acquired properties and tenant inducements. Minimum rent revenues also include percentage rents in lieu of minimum rent from those leases where the Company receives a percentage of tenant revenues. The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, 2015 2015 2014 2015 2014 (In thousands) Straight-line rent amortization $ 422 $ 97 $ 744 $ 1,184 Lease termination income 187 901 825 1,356 Net amortization of above and below-market tenant leases (1,252 ) (2,433 ) (5,434 ) (9,829 ) Amortization of tenant inducements (89 ) (11 ) (107 ) (21 ) Percentage rent in lieu of minimum rent 1,844 1,691 4,842 4,659 Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in "Accounts receivable, net," in the Company's Consolidated Balance Sheets and are reduced for allowances for doubtful accounts: September 30, 2015 December 31, 2014 (In thousands) Straight-line rent receivables, net $ 14,384 $ 14,431 The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of the Company's leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. The Company's experience relative to unbilled straight-line rent receivable is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For the portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $3.2 million and $3.4 million as of September 30, 2015 and December 31, 2014 , respectively. Tenant recoveries are amounts due from tenants that are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period in which the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement. Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at the Company's malls and is recognized on an accrual basis over the related service period. Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is calculated similarly; however, it reflects potential dilution of securities by adding the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common stock at the earliest date possible to the weighted-average number of shares of common stock outstanding for the period. As of September 30, 2015 and 2014 , there were 3,502,581 and 3,313,869 stock options outstanding, respectively, that potentially could be converted into shares of common stock and 80,196 and 213,009 shares of non-vested restricted stock outstanding, respectively. The impact of dilutive stock options and non-vested restricted stock have been considered in the calculation of diluted weighted average shares outstanding for the nine months ended September 30, 2015 . The stock options and shares of restricted stock are excluded from the weighted average shares dilution computation for the three months ended September 30, 2015 and for the three and nine months ended September 30, 2014 , as their effect is anti-dilutive. Fair Value The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value: • Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; • Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and • Level 3 — unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as a consideration of counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets. The following table sets forth information regarding the Company's financial and non-financial instruments that are measured at fair value on a recurring and non-recurring basis by the above categories: Total Fair Value Measurement Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In thousands) September 30, 2015 Recurring basis: Assets: Interest rate cap $ — $ — $ — $ — Liabilities: Interest rate swaps $ (1,808 ) $ — $ (1,808 ) $ — Non-recurring basis: Investment in Real Estate (1) $ — $ — $ — $ — December 31, 2014 Recurring basis: Assets: Interest rate cap $ 1 $ — $ 1 $ — Liabilities: Interest rate swap $ (482 ) $ — $ (482 ) $ — Non-recurring basis: Investment in Real Estate (1) $ 74,237 $ — $ — $ 74,237 Explanatory Note: (1) The carrying value includes each mall's respective land, building, and in-place lease value. The following is a reconciliation of the carrying value of properties that were impaired and disposed of during the nine months ended September 30, 2015 : Collin Creek Mall (1)(2) Steeplegate Mall (1)(2) (In thousands) Beginning carrying value, January 1, 2015 $ 51,767 $ 22,659 Capital expenditures — — Depreciation and amortization expense (539 ) (219 ) Loss on impairment of real estate (2,900 ) — Disposition of real estate asset (48,328 ) (22,440 ) Ending carrying value, September 30, 2015 $ — $ — Explanatory Notes: (1) The carrying value includes the mall's respective land, building, in place lease value, and above and below market lease value. (2) The property was conveyed to its mortgage lender during the nine months ended September 30, 2015 . The Company estimates fair value relating to impairment assessments utilizing a direct capitalization rate on forecasted net operating income or discounted cash flows that include all projected cash inflows and outflows over a specific holding period. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. The determination of which method to use is based on expected market conditions specific to the property being assessed. Based upon these inputs, the Company determined that its valuation of a property using a discounted cash flow model was classified within Level 3 of the fair value hierarchy. The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt. The Company has one interest rate cap and two interest rate swaps as of September 30, 2015 and the interest rate swaps qualified for hedge accounting. The interest rate swaps have met the effectiveness test criteria since inception and changes in their fair value are reported in "Other comprehensive income/(loss)" ("OCI/L") and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The interest rate cap did not qualify for hedge accounting and changes in its fair value are reported in earnings during the period incurred. The fair value of the Company's interest rate hedges, classified under Level 2, are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the Company's credit standing, credit risk of the counterparty, and reasonable estimates about relevant future market conditions. See Note 7 for additional information regarding the Company's interest rate hedging instruments. The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amounts in our Consolidated Balance Sheets except for debt. As of September 30, 2015 and December 31, 2014 , management’s estimates of fair value are presented below. The Company estimated the fair value of the debt by using a future discounted cash flow analysis based on the use and weighting of multiple market inputs. As a result of the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value (In thousands) Fixed-rate debt $ 1,170,180 $ 1,211,570 $ 1,249,195 $ 1,248,928 Variable-rate debt 467,250 468,400 335,304 336,791 Total mortgages, notes and loans payable, net $ 1,637,430 $ 1,679,970 $ 1,584,499 $ 1,585,719 Deferred Expenses Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases and included in "Depreciation and amortization" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). Deferred financing costs are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable and are included in "Interest expense" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). The following table summarizes our deferred lease and financing costs: Gross Asset Accumulated Amortization Net Carrying Amount (In thousands) September 30, 2015 Deferred lease costs $ 58,355 $ (15,877 ) $ 42,478 Deferred financing costs 15,671 (5,565 ) 10,106 Total $ 74,026 $ (21,442 ) $ 52,584 December 31, 2014 Deferred lease costs $ 55,647 $ (14,683 ) $ 40,964 Deferred financing costs 19,151 (7,504 ) 11,647 Total $ 74,798 $ (22,187 ) $ 52,611 Asset Retirement Obligations The Company evaluates any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined. As of September 30, 2015 and December 31, 2014 , estimated costs of environmental remediation of approximately $4.5 million have been recorded as a liability in "Accounts payable and accrued expenses, net" on the Company's Consolidated Balance Sheets. During the nine months ended September 30, 2014, the Company reversed an environmental liability on the Boulevard Mall of $0.4 million , and is included in "Other expense" on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). The Company does not believe actual remediation costs will be materially different than the estimates as of September 30, 2015 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, impairment of long-lived assets, valuation of hedging instruments and fair value of debt. Actual results could differ from these and other estimates. Discontinued Operations Prior to 2014, the Company reclassified to discontinued operations any material operations and gains or losses on disposal related to properties that were held for sale or disposed of during the period, in accordance with the applicable accounting standards. In 2014, the Company early adopted Accounting Standards Update ("ASU") No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" issued by the Financial Accounting Standards Board ("FASB"). ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The Company applied the revised definition to all disposals on a prospective basis beginning January 1, 2014. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 “ Revenue from Contracts with Customers (Topic 606) .” This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry, but specifically exclude leases. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with two transition methods of adoption allowed. Early adoption for reporting periods prior to December 15, 2016 is not permitted. On April 1, 2015, the FASB board voted to postpone the effective date of the new revenue recognition standard by one year. The ASU is now effective for the reporting periods after December 15, 2017. The Company is evaluating the financial statement impact of the guidance in this ASU and determining which transition method it will utilize. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." This topic provides guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and requires related footnote disclosures. This ASU is effective for the annual period after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of the guidance in this ASU. In February 2015, the FASB issued ASU 2015-02, “ Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU 2015-02 is effective for the Company beginning January 1, 2016. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant impact on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" , which 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 the related debt liability. For public business entities, this ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The Company is currently evaluating the impact of the guidance in this ASU. |