Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | DDR | |
Entity Registrant Name | DDR CORP | |
Entity Central Index Key | 894,315 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 367,802,147 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Land | $ 1,938,589 | $ 1,990,406 |
Buildings | 6,193,366 | 6,412,532 |
Fixtures and tenant improvements | 726,721 | 735,685 |
Total real estate rental property | 8,858,676 | 9,138,623 |
Less: Accumulated depreciation | (2,001,376) | (1,996,176) |
Real estate rental property, net | 6,857,300 | 7,142,447 |
Construction in progress and land | 113,543 | 105,435 |
Total real estate assets, net | 6,970,843 | 7,247,882 |
Investments in and advances to joint ventures, net | 435,485 | 454,131 |
Cash and cash equivalents | 414,074 | 30,430 |
Restricted cash | 61,462 | 8,795 |
Accounts receivable, net | 114,449 | 121,367 |
Notes receivable, net | 19,590 | 49,503 |
Other assets, net | 254,135 | 285,410 |
Total assets | 8,270,038 | 8,197,518 |
Unsecured indebtedness: | ||
Senior notes | 3,060,345 | 2,913,217 |
Unsecured term loan | 398,316 | 398,399 |
Total unsecured indebtedness | 3,458,661 | 3,311,616 |
Secured indebtedness: | ||
Secured term loan | 199,950 | 199,843 |
Mortgage indebtedness | 908,055 | 982,509 |
Total secured indebtedness | 1,108,005 | 1,182,352 |
Total indebtedness | 4,566,666 | 4,493,968 |
Accounts payable and other liabilities | 368,412 | 382,293 |
Dividends payable | 76,744 | 75,245 |
Total liabilities | 5,011,822 | 4,951,506 |
Commitments and contingencies | ||
DDR Equity | ||
Common shares, with par value, $0.10 stated value; 600,000,000 shares authorized; 367,149,127 and 366,298,335 shares issued at June 30, 2017 and December 31, 2016, respectively | 36,715 | 36,630 |
Additional paid-in capital | 5,499,103 | 5,487,212 |
Accumulated distributions in excess of net income | (2,809,110) | (2,632,327) |
Deferred compensation obligation | 10,254 | 15,149 |
Accumulated other comprehensive loss | (2,632) | (4,192) |
Less: Common shares in treasury at cost: 666,209 and 947,893 shares at June 30, 2017 and December 31, 2016, respectively | (9,816) | (14,957) |
Total DDR shareholders' equity | 3,249,514 | 3,237,515 |
Non-controlling interests | 8,702 | 8,497 |
Total equity | 3,258,216 | 3,246,012 |
Total liabilities and equity | 8,270,038 | 8,197,518 |
Class A Cumulative Redeemable Preferred Shares [Member] | ||
DDR Equity | ||
Cumulative redeemable preferred shares | 175,000 | 0 |
Class J Cumulative Redeemable Preferred Shares [Member] | ||
DDR Equity | ||
Cumulative redeemable preferred shares | 200,000 | 200,000 |
Class K Cumulative Redeemable Preferred Shares [Member] | ||
DDR Equity | ||
Cumulative redeemable preferred shares | $ 150,000 | $ 150,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Common shares, par value | $ 0.10 | $ 0.10 | $ 0.10 |
Common shares, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 |
Common shares, shares issued | 367,149,127 | 367,149,127 | 366,298,335 |
Treasury at cost | 666,209 | 666,209 | 947,893 |
Class A Cumulative Redeemable Preferred Shares [Member] | |||
Cumulative redeemable preferred shares, liquidation value | $ 500 | $ 500 | |
Cumulative redeemable preferred shares, shares authorized | 750,000 | 750,000 | |
Cumulative redeemable preferred shares, shares issued | 350,000 | 350,000 | |
Cumulative redeemable preferred shares, shares outstanding | 350,000 | 350,000 | |
Preferred stock dividend rate | 6.375% | 6.375% | |
Cumulative redeemable preferred shares, par value | |||
Class J Cumulative Redeemable Preferred Shares [Member] | |||
Cumulative redeemable preferred shares, liquidation value | $ 500 | $ 500 | $ 500 |
Cumulative redeemable preferred shares, shares authorized | 750,000 | 750,000 | 750,000 |
Cumulative redeemable preferred shares, shares issued | 400,000 | 400,000 | 400,000 |
Cumulative redeemable preferred shares, shares outstanding | 400,000 | 400,000 | 400,000 |
Preferred stock dividend rate | 6.50% | 6.50% | |
Cumulative redeemable preferred shares, par value | |||
Class K Cumulative Redeemable Preferred Shares [Member] | |||
Cumulative redeemable preferred shares, liquidation value | $ 500 | $ 500 | $ 500 |
Cumulative redeemable preferred shares, shares authorized | 750,000 | 750,000 | 750,000 |
Cumulative redeemable preferred shares, shares issued | 300,000 | 300,000 | 300,000 |
Cumulative redeemable preferred shares, shares outstanding | 300,000 | 300,000 | 300,000 |
Preferred stock dividend rate | 6.25% | 6.25% | |
Cumulative redeemable preferred shares, par value |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues from operations: | ||||
Minimum rents | $ 164,623 | $ 178,064 | $ 331,852 | $ 355,431 |
Percentage and overage rents | 1,823 | 1,654 | 3,522 | 3,590 |
Recoveries from tenants | 55,633 | 61,376 | 113,109 | 122,975 |
Fee and other income | 14,108 | 16,227 | 28,125 | 29,748 |
Total revenue from operations | 236,187 | 257,321 | 476,608 | 511,744 |
Rental operation expenses: | ||||
Operating and maintenance | 32,150 | 35,330 | 65,141 | 72,588 |
Real estate taxes | 33,744 | 36,534 | 68,073 | 72,318 |
Impairment charges | 28,096 | 0 | 50,069 | 0 |
General and administrative | 22,756 | 18,499 | 53,828 | 36,375 |
Depreciation and amortization | 90,276 | 97,698 | 181,160 | 194,600 |
Total rental operation expenses | 207,022 | 188,061 | 418,271 | 375,881 |
Other income (expense): | ||||
Interest income | 7,166 | 9,446 | 15,558 | 18,496 |
Interest expense | (48,908) | (54,012) | (100,735) | (111,909) |
Other income (expense), net | (954) | 2,081 | (958) | 3,854 |
Total other income (expense) | (42,696) | (42,485) | (86,135) | (89,559) |
(Loss) income before earnings from equity method investments and other items | (13,531) | 26,775 | (27,798) | 46,304 |
Equity in net (loss) income of joint ventures | (717) | 1,117 | (2,382) | 15,538 |
Reserve of preferred equity interests | 0 | (76,000) | 0 | |
(Loss) income before tax expense | (14,248) | 27,892 | (106,180) | 61,842 |
Tax expense of taxable REIT subsidiaries and state franchise and income taxes | (473) | (245) | (696) | (703) |
(Loss) income from continuing operations | (14,721) | 27,647 | (106,876) | 61,139 |
Gain on disposition of real estate, net | 44,599 | 13,721 | 82,726 | 26,102 |
Net income (loss) | 29,878 | 41,368 | (24,150) | 87,241 |
Income attributable to non-controlling interests, net | (267) | (310) | (480) | (610) |
Net income (loss) attributable to DDR | 29,611 | 41,058 | (24,630) | 86,631 |
Preferred dividends | (6,399) | (5,594) | (11,993) | (11,188) |
Net income (loss) attributable to common shareholders | $ 23,212 | $ 35,464 | $ (36,623) | $ 75,443 |
Per share data: | ||||
Basic | $ 0.06 | $ 0.10 | $ (0.10) | $ 0.21 |
Diluted | $ 0.06 | $ 0.10 | $ (0.10) | $ 0.21 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 29,878 | $ 41,368 | $ (24,150) | $ 87,241 |
Other comprehensive income: | ||||
Foreign currency translation | 345 | (168) | 537 | 674 |
Change in fair value of interest-rate contracts | 354 | 330 | 789 | 376 |
Change in cash flow hedges reclassed to earnings | 199 | 172 | 377 | 344 |
Total other comprehensive income | 898 | 334 | 1,703 | 1,394 |
Comprehensive income (loss) | 30,776 | 41,702 | (22,447) | 88,635 |
Comprehensive income attributable to non-controlling interests: | ||||
Allocation of net income | (267) | (310) | (480) | (610) |
Foreign currency translation | (98) | (6) | (143) | (268) |
Total comprehensive income attributable to non-controlling interests | (365) | (316) | (623) | (878) |
Total comprehensive income (loss) attributable to DDR | $ 30,411 | $ 41,386 | $ (23,070) | $ 87,757 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Preferred Shares | Common Shares | Additional Paid-in Capital | Accumulated Distributions in Excess of Net Income | Deferred Compensation Obligation | Accumulated Other Comprehensive Loss | Treasury Stock at Cost | Non-Controlling Interests |
Beginning Balance at Dec. 31, 2016 | $ 3,246,012 | $ 350,000 | $ 36,630 | $ 5,487,212 | $ (2,632,327) | $ 15,149 | $ (4,192) | $ (14,957) | $ 8,497 |
Issuance of common shares related to stock plans | 12,317 | 0 | 85 | 11,502 | 0 | 0 | 0 | 730 | 0 |
Issuance of preferred shares | 168,903 | 175,000 | 0 | (6,097) | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation, net | 6,002 | 0 | 0 | 6,486 | 0 | (4,895) | 0 | 4,411 | 0 |
Distributions to non-controlling interests | (418) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (418) |
Dividends declared-common shares | (139,726) | 0 | 0 | 0 | (139,726) | 0 | 0 | 0 | 0 |
Dividends declared-preferred shares | (12,427) | 0 | 0 | 0 | (12,427) | 0 | 0 | 0 | 0 |
Comprehensive (loss) income | (22,447) | 0 | 0 | 0 | (24,630) | 0 | 1,560 | 0 | 623 |
Ending Balance at Jun. 30, 2017 | $ 3,258,216 | $ 525,000 | $ 36,715 | $ 5,499,103 | $ (2,809,110) | $ 10,254 | $ (2,632) | $ (9,816) | $ 8,702 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flow from operating activities: | ||
Net (loss) income | $ (24,150) | $ 87,241 |
Adjustments to reconcile net (loss) income to net cash flow provided by operating activities: | ||
Depreciation and amortization | 181,160 | 194,600 |
Stock-based compensation | 7,976 | 4,051 |
Amortization and write-off of debt issuance costs and fair market value of debt adjustments | 1,896 | 1,151 |
Equity in net loss (income) of joint ventures | 2,382 | (15,538) |
Reserve of preferred equity interests | 76,000 | 0 |
Operating cash distributions from joint ventures | 3,446 | 3,779 |
Gain on disposition of real estate | (82,726) | (26,102) |
Impairment charges | 50,069 | 0 |
Change in notes receivable accrued interest | (3,131) | (5,502) |
Net change in accounts receivable | 3,519 | 2,619 |
Net change in accounts payable and accrued expenses | 2,443 | (4,357) |
Net change in other operating assets and liabilities | (9,742) | (11,062) |
Total adjustments | 233,292 | 143,639 |
Net cash flow provided by operating activities | 209,142 | 230,880 |
Cash flow from investing activities: | ||
Real estate acquired, net of liabilities and cash assumed | (86,066) | (59,886) |
Real estate developed and improvements to operating real estate | (56,431) | (91,116) |
Proceeds from disposition of real estate | 300,474 | 243,220 |
Equity contributions to joint ventures | (69,068) | (1,406) |
Distributions from unconsolidated joint ventures | 7,025 | 20,510 |
Repayment of joint venture advances, net | 1,190 | 0 |
Issuance of notes receivable | 0 | (4,611) |
Repayment of notes receivable | 31,068 | 305 |
Net cash flow provided by investing activities | 128,192 | 107,016 |
Cash flow from financing activities: | ||
Proceeds from revolving credit facilities, net | 0 | 55,000 |
Proceeds from issuance of senior notes, net of offering expenses | 445,271 | 0 |
Repayment of senior notes | (300,000) | (240,000) |
Repayment of mortgage debt | (73,475) | (15,750) |
Payment of debt issuance costs | (532) | (41) |
Proceeds from issuance of preferred shares, net of offering expenses | 168,903 | 0 |
Issuance of common shares in conjunction with equity award plans and dividend reinvestment plan | 9,884 | 1,785 |
Distributions to non-controlling interests and redeemable operating partnership units | (423) | (575) |
Dividends paid | (150,655) | (143,684) |
Net cash flow provided by (used for) financing activities | 98,973 | (343,265) |
Effect of foreign exchange rate changes on cash and cash equivalents | 4 | 3 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 436,307 | (5,369) |
Cash, cash equivalents and restricted cash, beginning of period | 39,225 | 32,520 |
Cash, cash equivalents and restricted cash, end of period | $ 475,536 | $ 27,154 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Financial Statement Presentation | 1. Nature of Business and Financial Statement Presentation Nature of Business DDR Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “DDR”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, expanding, leasing, financing and managing shopping centers. Unless otherwise provided, references herein to the Company or DDR include DDR Corp. and its wholly-owned subsidiaries and consolidated joint ventures. The Company’s tenant base primarily includes national and regional retail chains and local retailers. Consequently, the Company’s credit risk is concentrated in the retail industry. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the Company’s 2016 financial statements to conform to the 2017 presentation. Unaudited Interim Financial Statements These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2017 and 2016, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Principles of Consolidation The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss). The Company has two unconsolidated joint ventures included in the Company’s joint venture investments that are considered VIEs for which the Company is not the primary beneficiary. The Company’s maximum exposure to losses associated with these VIEs is limited to its aggregate investment, which was $325.3 million and $405.4 million as of June 30, 2017 and December 31, 2016, respectively. Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information Non-cash investing and financing activities are summarized as follows (in millions): Six Months Ended June 30, 2017 2016 Accounts payable related to construction in progress $ 15.7 $ 20.8 Dividends declared 76.7 75.1 Common Shares Common share dividends declared per share were as follows: Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Common share dividends declared per share $ 0.19 $ 0.19 $ 0.38 $ 0.38 Fee and Other Income Fee and other income was composed of the following (in thousands): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Management and other fee income $ 8,787 $ 11,465 $ 18,226 $ 19,643 Ancillary and other property income 4,660 4,512 8,993 8,616 Lease termination fees 630 216 808 1,445 Other 31 34 98 44 Total fee and other income $ 14,108 $ 16,227 $ 28,125 $ 29,748 New Accounting Standards Adopted Business Combinations In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805) have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. The guidance is effective for public companies for fiscal years beginning after December 15, 2016. In addition, in January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business . ASU No. 2017-01 clarifies the definition and provides a more robust framework to use in determining when a set of assets and activities constitutes a business. ASU No. 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption is permitted for both standards. Application of the guidance is prospective. The Company adopted the standards effective January 1, 2017, with respect to its asset acquisitions. Under these new standards, the Company’s purchase of a shopping center is expected to be classified as an acquisition of an asset and not classified as an acquisition of a business. Transaction costs from the acquisition of a business are expensed as incurred, in contrast to transaction costs from the acquisition of an asset, which are capitalized to real estate assets upon acquisition. As a result of these new standards, the majority of the transaction costs incurred related to the acquisition of shopping centers are capitalized to real estate assets (Note This change did not have a material impact on the Company’s financial statements. Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. Statement of Cash Flows (Topic 230: Restricted Cash The Company adopted the updated standards effective January 1, 2017. The adoption of these standards modified the Company's 2017 presentation of certain activities within the consolidated statements of cash flows and related disclosures. New Accounting Standards to Be Adopted Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed below. The Company completed its assessment of ASU No. 2014-09 and has concluded that the guidance will not have a material impact on the method of revenue recognition, excluding tenant-related revenue with respect to leasing transactions. The Company anticipates that upon adoption of ASU No. 2014-09, the recognition of lease commission income earned pursuant to its management agreements with unconsolidated joint ventures most likely will be accelerated into an earlier quarter than recognized in current GAAP. The majority of the Company’s lease commission income is recognized 50% upon lease execution and 50% upon tenant rent commencement. Under the new standard, the Company anticipates that a lease commission will be recognized in its entirety upon lease execution. This revenue is not considered material to the Company’s consolidated financial statements. Accounting for Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Leases The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard. The Company may have a change in presentation on its consolidated statement of operations with regards to Recoveries from Tenants which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. Tenant expense reimbursements with a service obligation are not covered within the scope of ASU No. 2016-02. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum Rents in the consolidated statements of operations. As a result, the Company anticipates it will be required to bifurcate the presentation of certain expense reimbursements as well as allocate the fair value of the embedded revenue associated with these reimbursements for Gross Leases, which represent an immaterial portion of the Company’s lease portfolio, and separately present such amounts in its consolidated statements of operations based upon materiality. In addition, the Company has ground lease agreements in which the Company is the lessee for land underneath all or a portion of the buildings at five shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as an asset and liability on its consolidated balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its consolidated financial statements. |
Investments in and Advances to
Investments in and Advances to Joint Ventures | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in and Advances to Joint Ventures | 2. Investments in and Advances to Joint Ventures At June 30, 2017 and December 31, 2016, the Company had ownership interests in various unconsolidated joint ventures that had an investment in 149 and 151 shopping center properties, respectively. Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): June 30, 2017 December 31, 2016 Condensed Combined Balance Sheets Land $ 1,260,115 $ 1,287,675 Buildings 3,309,410 3,376,720 Fixtures and tenant improvements 211,308 203,824 4,780,833 4,868,219 Less: Accumulated depreciation (943,437 ) (884,356 ) 3,837,396 3,983,863 Construction in progress and land 53,832 56,983 Real estate, net 3,891,228 4,040,846 Cash and restricted cash 83,764 50,378 Receivables, net 47,449 50,685 Other assets, net 231,461 248,664 $ 4,253,902 $ 4,390,573 Mortgage debt $ 2,690,667 $ 3,034,399 Notes and accrued interest payable to the Company 2,938 1,584 Other liabilities 197,492 206,949 2,891,097 3,242,932 Redeemable preferred equity – 396,779 393,338 Accumulated equity 966,026 754,303 $ 4,253,902 $ 4,390,573 Company's share of accumulated equity $ 147,474 $ 97,977 Redeemable preferred equity, net 318,181 393,338 Basis differentials (30,233 ) (36,117 ) Deferred development fees, net of portion related to the Company's interest (2,875 ) (2,651 ) Amounts payable to the Company 2,938 1,584 Investments in and Advances to Joint Ventures, net $ 435,485 $ 454,131 Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Condensed Combined Statements of Operations Revenues from operations $ 126,528 $ 128,890 $ 253,576 $ 256,800 Expenses from operations: Operating expenses 37,691 36,973 74,359 74,629 Impairment charges 27,850 — 80,507 — Depreciation and amortization 47,589 49,021 92,685 98,056 Interest expense 29,004 33,319 59,134 66,641 Preferred share expense 8,239 8,305 16,367 16,569 Other (income) expense, net 9,054 6,319 15,627 12,130 159,427 133,937 338,679 268,025 Loss from continuing operations (32,899 ) (5,047 ) (85,103 ) (11,225 ) (Loss) gain on disposition of real estate, net (803 ) 114 (976 ) 53,597 Net (loss) income attributable to unconsolidated joint ventures $ (33,702 ) $ (4,933 ) $ (86,079 ) $ 42,372 Company's share of equity in net (loss) income of joint ventures $ (1,090 ) $ 817 $ (6,383 ) $ 12,091 Basis differential adjustments (A) 373 300 4,001 3,447 Equity in net (loss) income of joint ventures $ (717 ) $ 1,117 $ (2,382 ) $ 15,538 (A) The difference between the Company’s share of net (loss) income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, unrecognized preferred PIK, the recognition of deferred gains, differences in gain (loss) on sale of certain assets recognized due to the basis differentials and other than temporary impairment charges. Service fees and income earned by the Company through management, financing, leasing and development activities performed related to all of the Company’s unconsolidated joint ventures are as follows (in millions): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Management and other fees $ 6.7 $ 9.6 $ 13.6 $ 15.8 Interest income 6.3 8.3 13.8 16.6 Development fees and leasing commissions 1.9 1.8 4.4 3.7 The Company’s joint venture agreements generally include provisions whereby each partner has the right to trigger a purchase or sale of its interest in the joint venture or to initiate a purchase or sale of the properties after a certain number of years or if either party is in default of the joint venture agreements. The Company is not obligated to purchase the interests of its outside joint venture partners under these provisions. BRE DDR Retail Holdings Joint Ventures The Company’s two unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV” and, together with BRE DDR III, the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned): Common Equity Preferred Investment (Principal) Properties Owned Formation Initial Initial June 30, 2017 Net of Reserve Inception June 30, 2017 BRE DDR III Oct 2014 $ 19.6 $ 300.0 $ 314.5 $ 244.5 70 48 BRE DDR IV Dec 2015 12.9 82.6 73.4 67.4 6 6 $ 382.6 $ 387.9 $ 311.9 An affiliate of Blackstone is the managing member and effectively owns 95% of the common equity of each of the two BRE DDR Joint Ventures, and consolidated affiliates of DDR effectively own the remaining 5%. The Company provides leasing and property management services to all of the joint venture properties. The Company cannot be removed as the property and leasing manager until the preferred equity, as discussed below, is redeemed in full (except for certain specified events). The Company’s preferred interests are entitled to certain preferential cumulative distributions payable out of operating cash flows and certain capital proceeds pursuant to the terms and conditions of the preferred investments. The preferred distributions are recognized as Interest Income within the Company’s consolidated statements of operations and are classified as a note receivable in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. Blackstone has the right to defer up to 23.5% of the preferred fixed distributions as a payment in kind distribution or “PIK.” The preferred investments have an annual distribution rate of 8.5% including any deferred and unpaid preferred distributions. Blackstone has made this PIK deferral election since the formation of both joint ventures. The cash portion of the preferred fixed distributions is generally payable first out of operating cash flows and is current for both BRE DDR Joint Ventures. The Company has no expectation that the cash portion of the preferred fixed distribution will become impaired. The unpaid preferred investment (and any accrued distributions) is payable (1) at Blackstone’s option, in whole or in part, subject to early redemption premiums in certain circumstances during the first three years of the joint ventures; (2) at varying equity sharing levels with the common members under certain circumstances including specified financial covenants, upon a sale of properties over a certain threshold; (3) at DDR’s option after seven years (2021 for BRE DDR III and 2022 for BRE DDR IV); and (4) upon the incurrence of additional indebtedness by the joint ventures in excess of a certain threshold. Specifically, for BRE DDR III the use of net asset sale proceeds prior to 2021 to repay the preferred investment is first subject to a remaining minimum net asset sales threshold of $34.3 million payable to common equity members only, with net asset sale proceeds generated thereafter allocated at 49.0% to the preferred member. For BRE DDR IV, the preferred investment is collateralized by assets in which DDR has a 5% common equity interest for 95% of the value and by an additional six assets in which DDR has a nominal interest. The repayment of the BRE DDR IV preferred investment prior to 2022 is first subject to a remaining minimum net asset sales threshold of $26.0 million, of which $6.0 million is allocated to the preferred member. The net asset sale proceeds generated thereafter are expected to be available to repay the preferred member. In the first quarter of 2017, the Company recorded a valuation allowance on each of the BRE DDR III and BRE DDR IV preferred investment interests of $70.0 million and $6.0 million, respectively, or $76.0 million in the aggregate. The valuation allowances were triggered late in the first quarter by an increase in the estimated market capitalization rates for the underlying real estate collateral of the investments. The values of open air shopping centers anchored by big box national retailers, particularly in secondary markets, have been under increasing pressure and most recently decreased due to the continued perceived threat of internet retail competition and recent tenant bankruptcies. Several large national retailers filed for bankruptcy in March and April 2017. A majority of the shopping centers collateralizing the preferred investments are those which have been most impacted by the rising capitalization rates. These factors have also reduced the number of potential investors and well-capitalized buyers for these types of assets. The managing member of the two joint ventures exercises significant influence over the timing of asset sales. Due to the Company’s expectation regarding the likely timing of asset sales, the valuation of the Company’s investments considers how management believes a third party market participant would value the securities in the current higher capitalization rate environment. As a result, the investments were impaired to reflect the risk that the securities are not repaid in full in advance of the Company’s redemption rights in 2021 and 2022. The Company reassessed its $76.0 million aggregate valuation allowance at June 30, 2017, and based upon current market assumptions and data determined no additional adjustments were deemed necessary. The Company will continue to monitor the investments and related valuation allowance which could be increased or decreased in future periods, as appropriate. As discussed above, the preferred 8.5% distribution rate has two components, a cash interest rate of 6.5% and an accrued PIK of 2.0%. As a result of the valuation allowances recorded, effective in March 2017, the Company no longer recognizes as interest income the 2.0% PIK. Although Blackstone has the right to change its payment election, the Company expects future preferred distributions to continue to include the PIK component. The recognition of the PIK interest income will be reevaluated based upon any future adjustments to the aggregate valuation allowance, as appropriate. DDRM Properties (formerly DDR Domestic Retail Fund I) In June 2017, the Company and an affiliate of Madison International Realty (“Madison”) recapitalized a joint venture with 52 shopping centers previously owned by the Company and various partners through the DDR Domestic Retail Fund I, totaling $1.05 billion. Madison International Real Estate Liquidity Fund VI, an investment fund managed by Madison, acquired 80% of the common equity and an affiliate of the Company retained its 20% interest. This ownership structure is consistent with the structure of the joint venture prior to the recapitalization. In addition, the Company will continue to provide leasing and management services. The recapitalization included the repayment of all outstanding mortgage debt previously held by the joint venture, a majority of which was scheduled to mature in July 2017. The joint venture obtained new mortgage loan financing aggregating $706.7 million (of which the Company’s pro rata share is $141.3 million) collateralized by the 52 assets with a maturity date of July 2022, including extensions. The Company contributed $46.9 million in cash to fund its pro rata share of the recapitalization and related debt refinancing. The remaining three assets not involved in the recapitalization were distributed to the existing partners of DDR Domestic Retail Fund I at the aggregate book value of $74.0 million (of which the Company’s pro rata share is $14.8 million) and contributed to a new joint venture with the same ownership structure, DDR Manatee Liquidating Holdco I. The Company retained a 20% interest in the joint venture and will continue to provide leasing and management services. The assets in the joint venture are unencumbered. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions In January 2017, the Company acquired one shopping center in Chicago, Illinois, for $81.0 million. This acquisition was accounted for as an asset acquisition and the fair value was allocated as follows (in thousands): Weighted-Average Amortization Period (in Years) Land $ 23,588 N/A Buildings 35,659 (A) Tenant improvements 8,565 (A) In-place leases (including lease origination costs and fair market value of leases) 7,051 16.0 Tenant relations 6,934 16.3 Other assets 419 N/A 82,216 Less: Below-market leases (1,872 ) 20.0 Less: Other liabilities assumed (581 ) N/A Net assets acquired $ 79,763 (A) Depreciated in accordance with the Company’s policy. Total consideration for the acquisition was paid in cash. The costs related to the acquisition of this asset were capitalized to real estate assets (Note 1). Included in the Company’s consolidated statements of operations are $3.0 million in total revenues from the date of acquisition through June 30, 2017, for the acquired property. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Notes Receivable | 4. Notes Receivable The Company has notes receivable, including accrued interest, that are collateralized by certain rights in development projects, partnership interests, sponsor guaranties and/or real estate assets, some of which are subordinate to other financings. At June 30, 2017, the Company’s loans outstanding had maturity dates ranging from June 2019 to June 2023 at an interest rate of 9.0%. At June 30, 2017, the Company did not have any loans outstanding that were past due. The following table reconciles the loans receivable on real estate (in thousands): 2017 2016 Balance at January 1 $ 49,488 $ 41,988 Additions: New mortgage loans — 4,611 Interest 523 17 Accretion of discount 269 511 Deductions: Collections of principal and interest (A) (30,701 ) (257 ) Balance at June 30 $ 19,579 $ 46,870 (A) In April 2017, a loan receivable of $30.6 million with a maturity date of September 2017 was repaid in full. |
Other Assets, Net
Other Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Other Assets [Abstract] | |
Other Assets, Net | 5. Other Assets, Net Other assets consist of the following (in thousands): June 30, 2017 December 31, 2016 Intangible assets: In-place leases, net $ 87,231 $ 99,600 Above-market leases, net 17,482 20,405 Lease origination costs 11,823 12,931 Tenant relations, net 100,066 108,662 Total intangible assets, net (A) 216,602 241,598 Other assets: Prepaid expenses 25,232 26,842 Other assets 2,310 6,274 Deposits 5,950 5,965 Deferred charges, net 4,041 4,731 Total other assets, net $ 254,135 $ 285,410 (A) The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $16.0 million and $21.3 million for the three months ended June 30, 2017 and 2016, respectively, and $32.6 million and $40.8 million for the six months ended June 30, 2017 and 2016, respectively. |
Revolving Credit Facilities
Revolving Credit Facilities | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facilities | 6. Revolving Credit Facilities The following table discloses certain information regarding the Company’s Revolving Credit Facilities (as defined below) (in millions): Carrying Value at June 30, 2017 Weighted-Average Interest Rate at June 30, 2017 Maturity Date Unsecured Credit Facility — N/A June 2019 PNC Facility — N/A June 2019 The Company maintains an unsecured revolving credit facility with a syndicate of financial institutions, arranged by J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC (the “Unsecured Credit Facility”). The Unsecured Credit Facility provides for borrowings of up to $750 million, if certain financial covenants are maintained, two six-month options to extend the maturity to June 2020 upon the Company’s request and an accordion feature for expansion of availability up to $1.25 billion, provided that new or existing lenders agree to the existing terms of the facility and increase their commitment level. The Unsecured Credit Facility includes a competitive bid option on periodic interest rates for up to 50% of the facility. The Unsecured Credit Facility also provides for an annual facility fee, which was 20 basis points on the entire facility at June 30, 2017. The Company also maintains a $50 million unsecured revolving credit facility with PNC Bank, National Association (the “PNC Facility” and, together with the Unsecured Credit Facility, the “Revolving Credit Facilities”). The PNC Facility terms are substantially consistent with those contained in the Unsecured Credit Facility. The Company’s borrowings under the Revolving Credit Facilities bear interest at variable rates at the Company’s election, based on either LIBOR, plus a specified spread (1.0% at June 30, 2017) or the prime rate, as defined in the respective facility. The specified spreads vary depending on the Company’s long-term senior unsecured debt rating from Moody’s Investors Service and Standard and Poor’s. The Company is required to comply with certain covenants under the Revolving Credit Facilities relating to total outstanding indebtedness, secured indebtedness, maintenance of unencumbered real estate assets and fixed charge coverage. The Company was in compliance with these financial covenants at June 30, 2017. |
Senior Notes
Senior Notes | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Senior Notes | 7. Senior Notes In May 2017, the Company issued $450.0 million aggregate principal amount of 4.700% senior unsecured notes due June 2027. These notes were issued at a discount of $0.8 million. Total fees, including underwriting discounts, incurred by the Company were $3.9 million. In July 2017, the Company repaid all of its 4.75% senior unsecured notes due April 2018 with an aggregate principal amount outstanding of $300.0 million. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 8. Financial Instruments and Fair Value Measurements The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments: Notes Receivable and Advances to Affiliates The fair value is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was approximately $339.6 million and $445.2 million at June 30, 2017 and December 31, 2016, respectively, as compared to the carrying amounts of $338.2 million and $443.3 million, respectively. Debt The fair market value of senior notes is determined using the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s senior notes and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. Debt instruments with carrying values that are different than estimated fair values are summarized as follows (in thousands): June 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Senior Notes $ 3,060,345 $ 3,169,530 $ 2,913,217 $ 3,056,896 Revolving Credit Facilities and term loans 598,266 601,321 598,242 601,131 Mortgage Indebtedness 908,055 933,534 982,509 1,012,869 $ 4,566,666 $ 4,704,385 $ 4,493,968 $ 4,670,896 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Accrued Expense The Company recorded separation charges aggregating $5.1 million and $16.6 million for the three and six months ended June 30, 2017, respectively. The six-month aggregate charge included $9.4 million related to the March 2, 2017, executive management transition, which was the result of the termination without cause of several of the Company’s executives under the terms of their respective employment agreements. The remaining $7.2 million related to the elimination of 65 positions, including nine officer level roles, in April 2017 as part of organization changes to further centralize key operational decision-making. The total six-month charge included stock-based compensation expense of approximately $4.5 million related to the acceleration of expense associated with the grant date fair value of the unvested stock-based awards. At June 30, 2017, approximately $5.5 million was included in accounts payable and accrued expenses related to the aggregate charges in the Company’s consolidated balance sheet. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | 10. Equity In June 2017, the Company issued $175.0 million aggregate liquidation preference of its newly designated 6.375% Class A cumulative redeemable preferred shares at a price of $500.00 per share (or $25.00 per depositary share) and incurred $6.1 million in issuance costs reflected in paid-in capital. |
Other Comprehensive Loss
Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Other Comprehensive Loss | 11 . Other Comprehensive Loss The changes in accumulated other comprehensive loss by component are as follows (in thousands): Gains on Cash Flow Hedges Foreign Currency Items Total Balance, December 31, 2016 $ (3,930 ) $ (262 ) $ (4,192 ) Other comprehensive income before reclassifications 789 394 1,183 Change in cash flow hedges reclassed to earnings (A) 377 — 377 Net current-period other comprehensive income 1,166 394 1,560 Balance, June 30, 2017 $ (2,764 ) $ 132 $ (2,632 ) (A) Includes amortization classified in Interest Expense of $0.4 million in the Company’s consolidated statement of operations for the six months ended June 30, 2017, which was previously recognized in accumulated other comprehensive loss. |
Impairment Charges and Reserves
Impairment Charges and Reserves | 6 Months Ended |
Jun. 30, 2017 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges and Reserves | 12 . Impairment Charges and Reserves In 2017, the Company recorded impairment charges and reserves based on the difference between the carrying value of the assets or investments and the estimated fair market value as follows (in millions): Three Months Six Months Ended June 30, Ended June 30, 2017 2017 Assets marketed for sale (A) $ 19.0 $ 41.0 Undeveloped land previously held for development (A) 9.1 9.1 Total continuing operations $ 28.1 $ 50.1 Reserve of preferred equity interests (B) — 76.0 Total impairment charges $ 28.1 $ 126.1 (A) Triggered by changes in asset hold-period assumptions and/or expected future cash flows. (B) As a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures (Note 2). Items Measured at Fair Value on a Non-Recurring Basis The Company is required to assess the fair value of certain impaired consolidated and unconsolidated joint venture investments. The valuation of impaired real estate assets and investments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate. For operational real estate assets, the significant valuation assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. For projects under development or not at stabilization, the significant valuation assumptions included the discount rate, the timing and the estimated costs for the construction completion and project stabilization, projected net operating income and the exit capitalization rate. For the valuation of the preferred equity interests, the significant assumptions used in the discounted cash flow analysis included the discount rate, projected net operating income, the timing of the expected redemption and the exit capitalization rates. These valuations were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change. The following table presents information about the Company’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the six months ended June 30, 2017. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions). Fair Value Measurements Level 1 Level 2 Level 3 Total Total Losses June 30, 2017 Long-lived assets held and used $ — $ — $ 59.5 $ 59.5 $ 50.1 Preferred equity interests — — 319.3 319.3 76.0 The following tables present quantitative information about the significant unobservable inputs used by the Company to determine the fair value of non-recurring items (in millions, except price per acre (in thousands)): Quantitative Information about Level 3 Fair Value Measurements Fair Value at Range Description June 30, 2017 Valuation Technique Unobservable Inputs 2017 Impairment of consolidated assets $ 0.5 Indicative Bid (A) Contracted Price Indicative Bid (A) Contracted Price N/A 40.0 Income Capitalization Approach/ Sales Comparison Approach Market Capitalization Rate 10% 14.8 Discounted Cash Flow Discount Rate 9% Terminal Capitalization Rate 10% 4.2 Sales Comparison Approach Price per Acre $218 Reserve of preferred equity interests 319.3 Discounted Cash Flow Discount Rate 8.3%–8.6% Terminal Capitalization Rate 5.3%–10.3% NOI Growth Rate 1% (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 13. Earnings Per Share The following table provides a reconciliation of net (loss) income from continuing operations and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Numerators – Basic and Diluted (Loss) income from continuing operations $ (14,721 ) $ 27,647 $ (106,876 ) $ 61,139 Plus: Gain on disposition of real estate 44,599 13,721 82,726 26,102 Plus: Income attributable to non-controlling interests (267 ) (310 ) (480 ) (610 ) Less: Preferred dividends (6,399 ) (5,594 ) (11,993 ) (11,188 ) Less: Earnings attributable to unvested shares and operating partnership units (251 ) (204 ) (502 ) (414 ) Net income (loss) attributable to common shareholders after allocation to participating securities $ 22,961 $ 35,260 $ (37,125 ) $ 75,029 Denominators – Number of Shares Basic — 366,987 364,976 366,710 364,834 Effect of dilutive securities — 43 342 — 346 Diluted — 367,030 365,318 366,710 365,180 Earnings (Loss) Per Share: Basic $ 0.06 $ 0.10 $ (0.10 ) $ 0.21 Diluted $ 0.06 $ 0.10 $ (0.10 ) $ 0.21 Shares subject to issuance under the Company’s 2016 VSEP were not considered in the computation of diluted EPS for the three and six months ended June 30, 2017 and 2016, as the calculation was anti-dilutive. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The tables below present information about the Company’s reportable operating segments (in thousands): Three Months Ended June 30, 2017 Shopping Centers Loan Investments Other Total Total revenues $ 236,173 $ 14 $ 236,187 Rental operation expenses (65,880 ) (14 ) (65,894 ) Net operating income 170,293 — 170,293 Impairment charges (28,096 ) (28,096 ) Depreciation and amortization (90,276 ) (90,276 ) Interest income 7,166 7,166 Other income (expense), net $ (954 ) (954 ) Unallocated expenses (A) (72,137 ) (72,137 ) Equity in net loss of joint ventures (717 ) (717 ) Loss from continuing operations $ (14,721 ) Three Months Ended June 30, 2016 Shopping Centers Loan Investments Other Total Total revenues $ 257,310 $ 11 $ 257,321 Rental operation expenses (71,747 ) (117 ) (71,864 ) Net operating income (loss) 185,563 (106 ) 185,457 Depreciation and amortization (97,698 ) (97,698 ) Interest income 9,446 9,446 Other income (expense), net $ 2,081 2,081 Unallocated expenses (A) (72,756 ) (72,756 ) Equity in net income of joint ventures 1,117 1,117 Income from continuing operations $ 27,647 Six Months Ended June 30, 2017 Shopping Centers Loan Investments Other Total Total revenues $ 476,580 $ 28 $ 476,608 Rental operation expenses (133,201 ) (13 ) (133,214 ) Net operating income 343,379 15 343,394 Impairment charges (50,069 ) (50,069 ) Depreciation and amortization (181,160 ) (181,160 ) Interest income 15,558 15,558 Other income (expense), net $ (958 ) (958 ) Unallocated expenses (A) (155,259 ) (155,259 ) Equity in net loss of joint ventures (2,382 ) (2,382 ) Reserve of preferred equity interests (76,000 ) (76,000 ) Loss from continuing operations $ (106,876 ) As of June 30, 2017: Total gross real estate assets $ 8,972,219 $ 8,972,219 Notes receivable, net (B) $ 337,761 $ (318,171 ) $ 19,590 Six Months Ended June 30, 2016 Shopping Centers Loan Investments Other Total Total revenues $ 511,727 $ 17 $ 511,744 Rental operation expenses (144,750 ) (156 ) (144,906 ) Net operating income (loss) 366,977 (139 ) 366,838 Depreciation and amortization (194,600 ) (194,600 ) Interest income 18,496 18,496 Other income (expense), net $ 3,854 3,854 Unallocated expenses (A) (148,987 ) (148,987 ) Equity in net income of joint ventures 15,538 15,538 Income from continuing operations $ 61,139 As of June 30, 2016: Total gross real estate assets $ 9,949,961 $ 9,949,961 Notes receivable, net (B) $ 447,074 $ (399,780 ) $ 47,294 (A) Unallocated expenses consist of General and Administrative Expenses, Interest Expense and Tax Expense as listed in the Company’s consolidated statements of operations. (B) Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. |
Nature of Business and Financ22
Nature of Business and Financial Statement Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | Nature of Business DDR Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “DDR”) and unconsolidated joint ventures are primarily engaged in the business of acquiring, owning, developing, redeveloping, expanding, leasing, financing and managing shopping centers. Unless otherwise provided, references herein to the Company or DDR include DDR Corp. and its wholly-owned subsidiaries and consolidated joint ventures. The Company’s tenant base primarily includes national and regional retail chains and local retailers. Consequently, the Company’s credit risk is concentrated in the retail industry. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the Company’s 2016 financial statements to conform to the 2017 presentation. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2017 and 2016, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). All significant inter-company balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss). The Company has two unconsolidated joint ventures included in the Company’s joint venture investments that are considered VIEs for which the Company is not the primary beneficiary. The Company’s maximum exposure to losses associated with these VIEs is limited to its aggregate investment, which was $325.3 million and $405.4 million as of June 30, 2017 and December 31, 2016, respectively. Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information Non-cash investing and financing activities are summarized as follows (in millions): Six Months Ended June 30, 2017 2016 Accounts payable related to construction in progress $ 15.7 $ 20.8 Dividends declared 76.7 75.1 Common Shares Common share dividends declared per share were as follows: Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Common share dividends declared per share $ 0.19 $ 0.19 $ 0.38 $ 0.38 Fee and Other Income Fee and other income was composed of the following (in thousands): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Management and other fee income $ 8,787 $ 11,465 $ 18,226 $ 19,643 Ancillary and other property income 4,660 4,512 8,993 8,616 Lease termination fees 630 216 808 1,445 Other 31 34 98 44 Total fee and other income $ 14,108 $ 16,227 $ 28,125 $ 29,748 |
New Accounting Standards Adopted and to Be Adopted | New Accounting Standards Adopted Business Combinations In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805) have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. The guidance is effective for public companies for fiscal years beginning after December 15, 2016. In addition, in January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business . ASU No. 2017-01 clarifies the definition and provides a more robust framework to use in determining when a set of assets and activities constitutes a business. ASU No. 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public companies for fiscal years beginning after December 15, 2017. Early adoption is permitted for both standards. Application of the guidance is prospective. The Company adopted the standards effective January 1, 2017, with respect to its asset acquisitions. Under these new standards, the Company’s purchase of a shopping center is expected to be classified as an acquisition of an asset and not classified as an acquisition of a business. Transaction costs from the acquisition of a business are expensed as incurred, in contrast to transaction costs from the acquisition of an asset, which are capitalized to real estate assets upon acquisition. As a result of these new standards, the majority of the transaction costs incurred related to the acquisition of shopping centers are capitalized to real estate assets (Note This change did not have a material impact on the Company’s financial statements. Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. Statement of Cash Flows (Topic 230: Restricted Cash The Company adopted the updated standards effective January 1, 2017. The adoption of these standards modified the Company's 2017 presentation of certain activities within the consolidated statements of cash flows and related disclosures. New Accounting Standards to Be Adopted Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed below. The Company completed its assessment of ASU No. 2014-09 and has concluded that the guidance will not have a material impact on the method of revenue recognition, excluding tenant-related revenue with respect to leasing transactions. The Company anticipates that upon adoption of ASU No. 2014-09, the recognition of lease commission income earned pursuant to its management agreements with unconsolidated joint ventures most likely will be accelerated into an earlier quarter than recognized in current GAAP. The majority of the Company’s lease commission income is recognized 50% upon lease execution and 50% upon tenant rent commencement. Under the new standard, the Company anticipates that a lease commission will be recognized in its entirety upon lease execution. This revenue is not considered material to the Company’s consolidated financial statements. Accounting for Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Leases The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard. The Company may have a change in presentation on its consolidated statement of operations with regards to Recoveries from Tenants which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. Tenant expense reimbursements with a service obligation are not covered within the scope of ASU No. 2016-02. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum Rents in the consolidated statements of operations. As a result, the Company anticipates it will be required to bifurcate the presentation of certain expense reimbursements as well as allocate the fair value of the embedded revenue associated with these reimbursements for Gross Leases, which represent an immaterial portion of the Company’s lease portfolio, and separately present such amounts in its consolidated statements of operations based upon materiality. In addition, the Company has ground lease agreements in which the Company is the lessee for land underneath all or a portion of the buildings at five shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as an asset and liability on its consolidated balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its consolidated financial statements. |
Nature of Business and Financ23
Nature of Business and Financial Statement Presentation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Non-cash Investing and Financing Activities | Non-cash investing and financing activities are summarized as follows (in millions): Six Months Ended June 30, 2017 2016 Accounts payable related to construction in progress $ 15.7 $ 20.8 Dividends declared 76.7 75.1 |
Schedule of Common Share Dividends Declared | Common share dividends declared per share were as follows: Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Common share dividends declared per share $ 0.19 $ 0.19 $ 0.38 $ 0.38 |
Schedule of Fee and Other Income | Fee and other income was composed of the following (in thousands): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Management and other fee income $ 8,787 $ 11,465 $ 18,226 $ 19,643 Ancillary and other property income 4,660 4,512 8,993 8,616 Lease termination fees 630 216 808 1,445 Other 31 34 98 44 Total fee and other income $ 14,108 $ 16,227 $ 28,125 $ 29,748 |
Investments in and Advances t24
Investments in and Advances to Joint Ventures (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule Of Equity Method Investments [Line Items] | |
Service Fees and Income Earned by Company | Service fees and income earned by the Company through management, financing, leasing and development activities performed related to all of the Company’s unconsolidated joint ventures are as follows (in millions): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Management and other fees $ 6.7 $ 9.6 $ 13.6 $ 15.8 Interest income 6.3 8.3 13.8 16.6 Development fees and leasing commissions 1.9 1.8 4.4 3.7 |
Summary of Terms For Unconsolidated Joint Ventures Investments | The Company’s two unconsolidated investments with The Blackstone Group L.P. (“Blackstone”), BRE DDR Retail Holdings III (“BRE DDR III”) and BRE DDR Retail Holdings IV (“BRE DDR IV” and, together with BRE DDR III, the “BRE DDR Joint Ventures”), have substantially similar terms and are summarized as follows (in millions, except properties owned): Common Equity Preferred Investment (Principal) Properties Owned Formation Initial Initial June 30, 2017 Net of Reserve Inception June 30, 2017 BRE DDR III Oct 2014 $ 19.6 $ 300.0 $ 314.5 $ 244.5 70 48 BRE DDR IV Dec 2015 12.9 82.6 73.4 67.4 6 6 $ 382.6 $ 387.9 $ 311.9 |
Unconsolidated Joint Ventures [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments | Condensed combined financial information of the Company’s unconsolidated joint venture investments is as follows (in thousands): June 30, 2017 December 31, 2016 Condensed Combined Balance Sheets Land $ 1,260,115 $ 1,287,675 Buildings 3,309,410 3,376,720 Fixtures and tenant improvements 211,308 203,824 4,780,833 4,868,219 Less: Accumulated depreciation (943,437 ) (884,356 ) 3,837,396 3,983,863 Construction in progress and land 53,832 56,983 Real estate, net 3,891,228 4,040,846 Cash and restricted cash 83,764 50,378 Receivables, net 47,449 50,685 Other assets, net 231,461 248,664 $ 4,253,902 $ 4,390,573 Mortgage debt $ 2,690,667 $ 3,034,399 Notes and accrued interest payable to the Company 2,938 1,584 Other liabilities 197,492 206,949 2,891,097 3,242,932 Redeemable preferred equity – 396,779 393,338 Accumulated equity 966,026 754,303 $ 4,253,902 $ 4,390,573 Company's share of accumulated equity $ 147,474 $ 97,977 Redeemable preferred equity, net 318,181 393,338 Basis differentials (30,233 ) (36,117 ) Deferred development fees, net of portion related to the Company's interest (2,875 ) (2,651 ) Amounts payable to the Company 2,938 1,584 Investments in and Advances to Joint Ventures, net $ 435,485 $ 454,131 |
Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments | Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Condensed Combined Statements of Operations Revenues from operations $ 126,528 $ 128,890 $ 253,576 $ 256,800 Expenses from operations: Operating expenses 37,691 36,973 74,359 74,629 Impairment charges 27,850 — 80,507 — Depreciation and amortization 47,589 49,021 92,685 98,056 Interest expense 29,004 33,319 59,134 66,641 Preferred share expense 8,239 8,305 16,367 16,569 Other (income) expense, net 9,054 6,319 15,627 12,130 159,427 133,937 338,679 268,025 Loss from continuing operations (32,899 ) (5,047 ) (85,103 ) (11,225 ) (Loss) gain on disposition of real estate, net (803 ) 114 (976 ) 53,597 Net (loss) income attributable to unconsolidated joint ventures $ (33,702 ) $ (4,933 ) $ (86,079 ) $ 42,372 Company's share of equity in net (loss) income of joint ventures $ (1,090 ) $ 817 $ (6,383 ) $ 12,091 Basis differential adjustments (A) 373 300 4,001 3,447 Equity in net (loss) income of joint ventures $ (717 ) $ 1,117 $ (2,382 ) $ 15,538 (A) The difference between the Company’s share of net (loss) income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, unrecognized preferred PIK, the recognition of deferred gains, differences in gain (loss) on sale of certain assets recognized due to the basis differentials and other than temporary impairment charges. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Acquisition Cost of Shopping Centers | This acquisition was accounted for as an asset acquisition and the fair value was allocated as follows (in thousands): Weighted-Average Amortization Period (in Years) Land $ 23,588 N/A Buildings 35,659 (A) Tenant improvements 8,565 (A) In-place leases (including lease origination costs and fair market value of leases) 7,051 16.0 Tenant relations 6,934 16.3 Other assets 419 N/A 82,216 Less: Below-market leases (1,872 ) 20.0 Less: Other liabilities assumed (581 ) N/A Net assets acquired $ 79,763 (A) Depreciated in accordance with the Company’s policy. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Loans Receivable on Real Estate | The following table reconciles the loans receivable on real estate (in thousands): 2017 2016 Balance at January 1 $ 49,488 $ 41,988 Additions: New mortgage loans — 4,611 Interest 523 17 Accretion of discount 269 511 Deductions: Collections of principal and interest (A) (30,701 ) (257 ) Balance at June 30 $ 19,579 $ 46,870 1. In April 2017, a loan receivable of $30.6 million with a maturity date of September 2017 was repaid in full. |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Assets [Abstract] | |
Components of Other Assets | Other assets consist of the following (in thousands): June 30, 2017 December 31, 2016 Intangible assets: In-place leases, net $ 87,231 $ 99,600 Above-market leases, net 17,482 20,405 Lease origination costs 11,823 12,931 Tenant relations, net 100,066 108,662 Total intangible assets, net (A) 216,602 241,598 Other assets: Prepaid expenses 25,232 26,842 Other assets 2,310 6,274 Deposits 5,950 5,965 Deferred charges, net 4,041 4,731 Total other assets, net $ 254,135 $ 285,410 (A) The Company recorded amortization expense related to its intangibles, excluding above- and below-market leases, of $16.0 million and $21.3 million for the three months ended June 30, 2017 and 2016, respectively, and $32.6 million and $40.8 million for the six months ended June 30, 2017 and 2016, respectively. |
Revolving Credit Facilities (Ta
Revolving Credit Facilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Information Regarding Company's Revolving Credit Facilities | The following table discloses certain information regarding the Company’s Revolving Credit Facilities (as defined below) (in millions): Carrying Value at June 30, 2017 Weighted-Average Interest Rate at June 30, 2017 Maturity Date Unsecured Credit Facility — N/A June 2019 PNC Facility — N/A June 2019 |
Financial Instruments and Fai29
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Debt Instruments with Carrying Values Different than Estimated Fair Values | Debt instruments with carrying values that are different than estimated fair values are summarized as follows (in thousands): June 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Senior Notes $ 3,060,345 $ 3,169,530 $ 2,913,217 $ 3,056,896 Revolving Credit Facilities and term loans 598,266 601,321 598,242 601,131 Mortgage Indebtedness 908,055 933,534 982,509 1,012,869 $ 4,566,666 $ 4,704,385 $ 4,493,968 $ 4,670,896 |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | The changes in accumulated other comprehensive loss by component are as follows (in thousands): Gains on Cash Flow Hedges Foreign Currency Items Total Balance, December 31, 2016 $ (3,930 ) $ (262 ) $ (4,192 ) Other comprehensive income before reclassifications 789 394 1,183 Change in cash flow hedges reclassed to earnings (A) 377 — 377 Net current-period other comprehensive income 1,166 394 1,560 Balance, June 30, 2017 $ (2,764 ) $ 132 $ (2,632 ) (A) Includes amortization classified in Interest Expense of $0.4 million in the Company’s consolidated statement of operations for the six months ended June 30, 2017, which was previously recognized in accumulated other comprehensive loss. |
Impairment Charges and Reserv31
Impairment Charges and Reserves (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges and Reserves on Assets or Investments | In 2017, the Company recorded impairment charges and reserves based on the difference between the carrying value of the assets or investments and the estimated fair market value as follows (in millions): Three Months Six Months Ended June 30, Ended June 30, 2017 2017 Assets marketed for sale (A) $ 19.0 $ 41.0 Undeveloped land previously held for development (A) 9.1 9.1 Total continuing operations $ 28.1 $ 50.1 Reserve of preferred equity interests (B) — 76.0 Total impairment charges $ 28.1 $ 126.1 (A) Triggered by changes in asset hold-period assumptions and/or expected future cash flows. (B) As a result of an aggregate valuation allowance on its preferred equity interests in the BRE DDR Joint Ventures (Note 2). |
Impairment Charges Measured at Fair Value on Non-Recurring Basis | The following table presents information about the Company’s impairment charges on both financial and nonfinancial assets that were measured on a fair value basis for the six months ended June 30, 2017. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions). Fair Value Measurements Level 1 Level 2 Level 3 Total Total Losses June 30, 2017 Long-lived assets held and used $ — $ — $ 59.5 $ 59.5 $ 50.1 Preferred equity interests — — 319.3 319.3 76.0 |
Summary of Significant Unobservable Inputs | The following tables present quantitative information about the significant unobservable inputs used by the Company to determine the fair value of non-recurring items (in millions, except price per acre (in thousands)): Quantitative Information about Level 3 Fair Value Measurements Fair Value at Range Description June 30, 2017 Valuation Technique Unobservable Inputs 2017 Impairment of consolidated assets $ 0.5 Indicative Bid (A) Contracted Price Indicative Bid (A) Contracted Price N/A 40.0 Income Capitalization Approach/ Sales Comparison Approach Market Capitalization Rate 10% 14.8 Discounted Cash Flow Discount Rate 9% Terminal Capitalization Rate 10% 4.2 Sales Comparison Approach Price per Acre $218 Reserve of preferred equity interests 319.3 Discounted Cash Flow Discount Rate 8.3%–8.6% Terminal Capitalization Rate 5.3%–10.3% NOI Growth Rate 1% (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Company's Earnings Per Share (EPS) and Reconciliation of Net (Loss) Income from Continuing Operations and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS | The following table provides a reconciliation of net (loss) income from continuing operations and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts): Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Numerators – Basic and Diluted (Loss) income from continuing operations $ (14,721 ) $ 27,647 $ (106,876 ) $ 61,139 Plus: Gain on disposition of real estate 44,599 13,721 82,726 26,102 Plus: Income attributable to non-controlling interests (267 ) (310 ) (480 ) (610 ) Less: Preferred dividends (6,399 ) (5,594 ) (11,993 ) (11,188 ) Less: Earnings attributable to unvested shares and operating partnership units (251 ) (204 ) (502 ) (414 ) Net income (loss) attributable to common shareholders after allocation to participating securities $ 22,961 $ 35,260 $ (37,125 ) $ 75,029 Denominators – Number of Shares Basic — 366,987 364,976 366,710 364,834 Effect of dilutive securities — 43 342 — 346 Diluted — 367,030 365,318 366,710 365,180 Earnings (Loss) Per Share: Basic $ 0.06 $ 0.10 $ (0.10 ) $ 0.21 Diluted $ 0.06 $ 0.10 $ (0.10 ) $ 0.21 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Information about Company's Reportable Operating Segments | The tables below present information about the Company’s reportable operating segments (in thousands): Three Months Ended June 30, 2017 Shopping Centers Loan Investments Other Total Total revenues $ 236,173 $ 14 $ 236,187 Rental operation expenses (65,880 ) (14 ) (65,894 ) Net operating income 170,293 — 170,293 Impairment charges (28,096 ) (28,096 ) Depreciation and amortization (90,276 ) (90,276 ) Interest income 7,166 7,166 Other income (expense), net $ (954 ) (954 ) Unallocated expenses (A) (72,137 ) (72,137 ) Equity in net loss of joint ventures (717 ) (717 ) Loss from continuing operations $ (14,721 ) Three Months Ended June 30, 2016 Shopping Centers Loan Investments Other Total Total revenues $ 257,310 $ 11 $ 257,321 Rental operation expenses (71,747 ) (117 ) (71,864 ) Net operating income (loss) 185,563 (106 ) 185,457 Depreciation and amortization (97,698 ) (97,698 ) Interest income 9,446 9,446 Other income (expense), net $ 2,081 2,081 Unallocated expenses (A) (72,756 ) (72,756 ) Equity in net income of joint ventures 1,117 1,117 Income from continuing operations $ 27,647 Six Months Ended June 30, 2017 Shopping Centers Loan Investments Other Total Total revenues $ 476,580 $ 28 $ 476,608 Rental operation expenses (133,201 ) (13 ) (133,214 ) Net operating income 343,379 15 343,394 Impairment charges (50,069 ) (50,069 ) Depreciation and amortization (181,160 ) (181,160 ) Interest income 15,558 15,558 Other income (expense), net $ (958 ) (958 ) Unallocated expenses (A) (155,259 ) (155,259 ) Equity in net loss of joint ventures (2,382 ) (2,382 ) Reserve of preferred equity interests (76,000 ) (76,000 ) Loss from continuing operations $ (106,876 ) As of June 30, 2017: Total gross real estate assets $ 8,972,219 $ 8,972,219 Notes receivable, net (B) $ 337,761 $ (318,171 ) $ 19,590 Six Months Ended June 30, 2016 Shopping Centers Loan Investments Other Total Total revenues $ 511,727 $ 17 $ 511,744 Rental operation expenses (144,750 ) (156 ) (144,906 ) Net operating income (loss) 366,977 (139 ) 366,838 Depreciation and amortization (194,600 ) (194,600 ) Interest income 18,496 18,496 Other income (expense), net $ 3,854 3,854 Unallocated expenses (A) (148,987 ) (148,987 ) Equity in net income of joint ventures 15,538 15,538 Income from continuing operations $ 61,139 As of June 30, 2016: Total gross real estate assets $ 9,949,961 $ 9,949,961 Notes receivable, net (B) $ 447,074 $ (399,780 ) $ 47,294 (A) Unallocated expenses consist of General and Administrative Expenses, Interest Expense and Tax Expense as listed in the Company’s consolidated statements of operations. (B) Amount includes loans to affiliates classified in Investments in and Advances to Joint Ventures on the Company’s consolidated balance sheets. |
Nature of Business and Financ34
Nature of Business and Financial Statement Presentation - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 30, 2017USD ($)JointVenture | Dec. 31, 2016USD ($) | |
Nature Of Business And Financial Statement Presentation [Line Items] | ||
Maximum exposure to losses associated with VIEs | $ | $ 325.3 | $ 405.4 |
Percentage of lease commission income upon lease execution | 50.00% | |
Percentage of lease commission income upon tenant rent commencement | 50.00% | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Nature Of Business And Financial Statement Presentation [Line Items] | ||
Number of unconsolidated joint ventures | JointVenture | 2 |
Nature of Business and Financ35
Nature of Business and Financial Statement Presentation - Non-cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Accounts payable related to construction in progress | $ 15,700 | $ 20,800 | |
Dividends declared | $ 76,744 | $ 75,100 | $ 75,245 |
Nature of Business and Financ36
Nature of Business and Financial Statement Presentation - Schedule of Common Share Dividends Declared (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Common share dividends declared per share | $ 0.19 | $ 0.19 | $ 0.38 | $ 0.38 |
Nature of Business and Financ37
Nature of Business and Financial Statement Presentation - Schedule of Fee and Other Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Management and other fee income | $ 8,787 | $ 11,465 | $ 18,226 | $ 19,643 |
Ancillary and other property income | 4,660 | 4,512 | 8,993 | 8,616 |
Lease termination fees | 630 | 216 | 808 | 1,445 |
Other | 31 | 34 | 98 | 44 |
Total fee and other income | $ 14,108 | $ 16,227 | $ 28,125 | $ 29,748 |
Investments in and Advances t38
Investments in and Advances to Joint Ventures - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)ShoppingCenterAsset | Jun. 30, 2017USD ($)ShoppingCenterInvestmentAsset | Jun. 30, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016ShoppingCenter | |
Schedule Of Equity Method Investments [Line Items] | |||||
Preferred investment interest valuation allowance | $ 76,000,000 | $ 76,000,000 | $ 76,000,000 | ||
Contribution | $ 69,068,000 | $ 1,406,000 | |||
Unconsolidated Joint Ventures [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Shopping centers owned | ShoppingCenter | 149 | 149 | 151 | ||
BRE DDR Joint Ventures [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Number of unconsolidated investments | Investment | 2 | ||||
Maximum preferred investment fixed distribution deferral | 23.50% | 23.50% | |||
Redemption of preferred equity in full or in part at partners option | during the first three years | ||||
Redemption of preferred investment in full at company option | after seven years | ||||
Dividend, cash interest rate | 6.50% | ||||
Dividend, accrued PIK interest rate | 2.00% | ||||
BRE DDR Joint Ventures [Member] | Preferred Equity Fixed Dividend Rate [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Preferred equity fixed dividend rate per annum | 8.50% | ||||
BRE DDR III [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Ownership interest of joint venture partner | 95.00% | 95.00% | |||
Ownership interest in joint venture | 5.00% | 5.00% | |||
Redemption of preferred investment in full at company option year | 2,021 | ||||
Minimum net asset sales threshold payable | $ 34,300,000 | $ 34,300,000 | |||
Preferred investment interest valuation allowance | 70,000,000 | ||||
BRE DDR III [Member] | Preferred Equity [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Remaining net asset sale proceeds | 49.00% | ||||
BRE DDR IV [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Ownership interest of joint venture partner | 95.00% | 95.00% | |||
Ownership interest in joint venture | 5.00% | 5.00% | |||
Redemption of preferred investment in full at company option year | 2,022 | ||||
Minimum net asset sales threshold payable | $ 26,000,000 | $ 26,000,000 | |||
Preferred investment interest valuation allowance | $ 6,000,000 | ||||
BRE DDR IV [Member] | Preferred Equity [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Minimum net asset sales threshold payable | $ 6,000,000 | $ 6,000,000 | |||
Number of assets with nominal interest | ShoppingCenter | 6 | 6 | |||
DDRM Properties [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Properties Owned | Asset | 52 | 52 | |||
Transaction Value at 100% | $ 1,050,000,000 | ||||
Percentage of ownership acquired/ transferred | 80.00% | ||||
DDR interest | 20.00% | 20.00% | |||
New financing 100% | $ 706,700,000 | $ 706,700,000 | |||
DDR pro rata share new financing | $ 141,300,000 | $ 141,300,000 | |||
Debt instrument maturity date | 2022-07 | ||||
Contribution | $ 46,900,000 | ||||
DDR Domestic Retail Fund I [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Properties Owned | Asset | 3 | 3 | |||
DDR interest | 20.00% | 20.00% | |||
Aggregate book value | $ 74,000,000 | $ 74,000,000 | |||
Pro rata Aggregate book value | $ 14,800,000 | $ 14,800,000 |
Investments in and Advances t39
Investments in and Advances to Joint Ventures - Condensed Combined Financial Information of Company's Unconsolidated Joint Venture Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Condensed Combined Balance Sheets | ||
Land | $ 1,938,589 | $ 1,990,406 |
Buildings | 6,193,366 | 6,412,532 |
Fixtures and tenant improvements | 726,721 | 735,685 |
Total real estate rental property | 8,858,676 | 9,138,623 |
Less: Accumulated depreciation | (2,001,376) | (1,996,176) |
Real estate rental property, net | 6,857,300 | 7,142,447 |
Construction in progress and land | 113,543 | 105,435 |
Total real estate assets, net | 6,970,843 | 7,247,882 |
Other assets, net | 254,135 | 285,410 |
Total assets | 8,270,038 | 8,197,518 |
Mortgage debt | 908,055 | 982,509 |
Total liabilities | 5,011,822 | 4,951,506 |
Total liabilities and equity | 8,270,038 | 8,197,518 |
Company's share of accumulated equity | 147,474 | 97,977 |
Redeemable preferred equity, net | 318,181 | 393,338 |
Basis differentials | (30,233) | (36,117) |
Deferred development fees, net of portion related to the Company's interest | (2,875) | (2,651) |
Amounts payable to the Company | 2,938 | 1,584 |
Investments in and Advances to Joint Ventures, net | 435,485 | 454,131 |
Unconsolidated Joint Ventures [Member] | ||
Condensed Combined Balance Sheets | ||
Land | 1,260,115 | 1,287,675 |
Buildings | 3,309,410 | 3,376,720 |
Fixtures and tenant improvements | 211,308 | 203,824 |
Total real estate rental property | 4,780,833 | 4,868,219 |
Less: Accumulated depreciation | (943,437) | (884,356) |
Real estate rental property, net | 3,837,396 | 3,983,863 |
Construction in progress and land | 53,832 | 56,983 |
Total real estate assets, net | 3,891,228 | 4,040,846 |
Cash and restricted cash | 83,764 | 50,378 |
Receivables, net | 47,449 | 50,685 |
Other assets, net | 231,461 | 248,664 |
Total assets | 4,253,902 | 4,390,573 |
Mortgage debt | 2,690,667 | 3,034,399 |
Notes and accrued interest payable to the Company | 2,938 | 1,584 |
Other liabilities | 197,492 | 206,949 |
Total liabilities | 2,891,097 | 3,242,932 |
Redeemable preferred equity – DDR | 396,779 | 393,338 |
Accumulated equity | 966,026 | 754,303 |
Total liabilities and equity | $ 4,253,902 | $ 4,390,573 |
Investments in and Advances t40
Investments in and Advances to Joint Ventures - Condensed Combined Statements of Operations of Unconsolidated Joint Venture Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Expenses from operations: | ||||
Operating expenses | $ 207,022 | $ 188,061 | $ 418,271 | $ 375,881 |
Impairment charges | 28,096 | 0 | 50,069 | 0 |
Depreciation and amortization | 90,276 | 97,698 | 181,160 | 194,600 |
Interest expense | 48,908 | 54,012 | 100,735 | 111,909 |
Other (income) expense, net | 954 | (2,081) | 958 | (3,854) |
(Loss) income from continuing operations | (14,721) | 27,647 | (106,876) | 61,139 |
Gain on disposition of real estate, net | 44,599 | 13,721 | 82,726 | 26,102 |
Company's share of equity in net (loss) income of joint ventures | (1,090) | 817 | (6,383) | 12,091 |
Basis differential adjustments | 373 | 300 | 4,001 | 3,447 |
Equity in net (loss) income of joint ventures | (717) | 1,117 | (2,382) | 15,538 |
Unconsolidated Joint Ventures [Member] | ||||
Condensed Combined Statements of Operations | ||||
Revenues from operations | 126,528 | 128,890 | 253,576 | 256,800 |
Expenses from operations: | ||||
Operating expenses | 37,691 | 36,973 | 74,359 | 74,629 |
Impairment charges | 27,850 | 0 | 80,507 | 0 |
Depreciation and amortization | 47,589 | 49,021 | 92,685 | 98,056 |
Interest expense | 29,004 | 33,319 | 59,134 | 66,641 |
Preferred share expense | 8,239 | 8,305 | 16,367 | 16,569 |
Other (income) expense, net | 9,054 | 6,319 | 15,627 | 12,130 |
Total expenses | 159,427 | 133,937 | 338,679 | 268,025 |
(Loss) income from continuing operations | (32,899) | (5,047) | (85,103) | (11,225) |
Gain on disposition of real estate, net | (803) | 114 | (976) | 53,597 |
Net (loss) income attributable to unconsolidated joint ventures | $ (33,702) | $ (4,933) | $ (86,079) | $ 42,372 |
Investments in and Advances t41
Investments in and Advances to Joint Ventures - Service Fees and Income Earned by Company's Unconsolidated Joint Ventures (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | ||||
Management and other fees | $ 6.7 | $ 9.6 | $ 13.6 | $ 15.8 |
Interest income | 6.3 | 8.3 | 13.8 | 16.6 |
Development fees and leasing commissions | $ 1.9 | $ 1.8 | $ 4.4 | $ 3.7 |
Investments in and Advances t42
Investments in and Advances to Joint Ventures - Summary of Terms For Unconsolidated Joint Ventures Investments (Detail) - BRE DDR Retail Holdings Joint Venture Acquisitions [Member] $ in Millions | 6 Months Ended | ||
Jun. 30, 2017USD ($)ShoppingCenter | Dec. 31, 2015USD ($)ShoppingCenter | Oct. 31, 2014USD ($)ShoppingCenter | |
BRE DDR III [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Unconsolidated Joint Venture Partner Formation Date Month And Year | 2014-10 | ||
Common Equity Initial | $ 19.6 | ||
Redeemable preferred equity – DDR | $ 314.5 | $ 300 | |
Preferred Investment, Net of Reserve | $ 244.5 | ||
Properties Owned | ShoppingCenter | 48 | 70 | |
BRE DDR IV [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Unconsolidated Joint Venture Partner Formation Date Month And Year | 2015-12 | ||
Common Equity Initial | $ 12.9 | ||
Redeemable preferred equity – DDR | $ 73.4 | $ 82.6 | |
Preferred Investment, Net of Reserve | $ 67.4 | ||
Properties Owned | ShoppingCenter | 6 | 6 | |
BRE DDR III and IV [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Redeemable preferred equity – DDR | $ 387.9 | $ 382.6 | |
Preferred Investment, Net of Reserve | $ 311.9 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | 1 Months Ended | 6 Months Ended |
Jan. 31, 2017USD ($)ShoppingCenter | Jun. 30, 2017USD ($) | |
Business Acquisition [Line Items] | ||
Revenues from the date of acquisition | $ 3 | |
Shopping Center [Member] | ||
Business Acquisition [Line Items] | ||
Number of business acquired | ShoppingCenter | 1 | |
Shopping Center [Member] | Chicago, IL [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisitions value | $ 81 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition Cost of Shopping Centers (Detail) - Shopping Center Acquired [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Business Acquisition [Line Items] | |
Land | $ 23,588 |
Buildings | 35,659 |
Tenant improvements | 8,565 |
Other assets | 419 |
Assets acquired | 82,216 |
Less: Below-market leases | (1,872) |
Less: Other liabilities assumed | (581) |
Net assets acquired | 79,763 |
In-Place Leases (Including Lease Origination Costs and Fair Market Value of Leases) [Member] | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 7,051 |
Weighted Average Amortization Period | 16 years |
Tenant Relations [Member] | |
Business Acquisition [Line Items] | |
Intangible assets acquired | $ 6,934 |
Weighted Average Amortization Period | 16 years 3 months 18 days |
Below-Market Leases [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 20 years |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2017 | |
Mortgage Loans On Real Estate [Abstract] | |
Maturity Start Date | 2019-06 |
Maturity End Date | 2023-06 |
Interest Rate | 9.00% |
Notes Receivable - Loans Receiv
Notes Receivable - Loans Receivable on Real Estate (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Receivables [Abstract] | ||
Balance at January 1 | $ 49,488 | $ 41,988 |
Additions: | ||
New mortgage loans | 0 | 4,611 |
Interest | 523 | 17 |
Accretion of discount | 269 | 511 |
Deductions: | ||
Collections of principal and interest | (30,701) | (257) |
Balance at June 30 | $ 19,579 | $ 46,870 |
Notes Receivable - Loans Rece47
Notes Receivable - Loans Receivable on Real Estate (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Repayment of notes receivable | $ 30,600 | $ 31,068 | $ 305 |
Notes Receivable [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Debt instrument maturity date | 2017-09 |
Other Assets, Net - Components
Other Assets, Net - Components of Other Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Intangible assets: | ||
Total intangible assets, net | $ 216,602 | $ 241,598 |
Other assets: | ||
Prepaid expenses | 25,232 | 26,842 |
Other assets | 2,310 | 6,274 |
Deposits | 5,950 | 5,965 |
Deferred charges, net | 4,041 | 4,731 |
Total other assets, net | 254,135 | 285,410 |
In-place leases, net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 87,231 | 99,600 |
Above-market leases, net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 17,482 | 20,405 |
Lease Origination Costs [Member] | ||
Intangible assets: | ||
Total intangible assets, net | 11,823 | 12,931 |
Tenant Relations, Net [Member] | ||
Intangible assets: | ||
Total intangible assets, net | $ 100,066 | $ 108,662 |
Other Assets, Net - Component49
Other Assets, Net - Components of Other Assets (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Assets [Abstract] | ||||
Amortization expense | $ 16 | $ 21.3 | $ 32.6 | $ 40.8 |
Revolving Credit Facilities - I
Revolving Credit Facilities - Information Regarding Company's Revolving Credit Facilities (Detail) - Revolving Credit Facility [Member] - Unsecured Debt [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member] | |
Debt Instrument [Line Items] | |
Carrying Value | $ 0 |
Lines of Credit Maturity Date | 2019-06 |
PNC Bank National Association [Member] | |
Debt Instrument [Line Items] | |
Carrying Value | $ 0 |
Lines of Credit Maturity Date | 2019-06 |
Revolving Credit Facilities - A
Revolving Credit Facilities - Additional Information (Detail) - Unsecured Debt [Member] - Revolving Credit Facility [Member] | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |
Covenant compliance | The Company was in compliance with these financial covenants at June 30, 2017. |
LIBOR [Member] | |
Debt Instrument [Line Items] | |
Specified spread line of credit facility | 1.00% |
JP Morgan Securities, LLC and Wells Fargo Securities, LLC [Member] | |
Debt Instrument [Line Items] | |
Unsecured revolving credit facility borrowing capacity | $ 750,000,000 |
Accordion feature | $ 1,250,000,000 |
Line of credit facility competitive bid option on periodic interest rates | up to 50% of the facility |
Facility fee | 0.20% |
Revolving credit facility maturity extension option | two six-month options to extend the maturity to June 2020 upon the Company’s request |
PNC Bank National Association [Member] | |
Debt Instrument [Line Items] | |
Unsecured revolving credit facility | $ 50,000,000 |
Senior Notes - Additional Infor
Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | May 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Repayment of senior notes | $ 300,000 | $ 240,000 | ||
4.7% Senior Unsecured Notes Due June 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes issued | $ 450,000 | |||
Debt instrument interest rate | 4.70% | |||
Debt instrument maturity date | 2027-06 | |||
Debt instrument, unamortized discount | $ 800 | |||
Debt instrument, issuance costs | $ 3,900 | |||
4.75% Senior Unsecured Notes Due April 2018 [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 4.75% | |||
Debt instrument maturity date | 2018-04 | |||
Repayment of senior notes | $ 300,000 |
Financial Instruments and Fai53
Financial Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Carrying amount of notes | $ 338.2 | $ 443.3 |
Level 3 [Member] | ||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Approximate fair value of notes | $ 339.6 | $ 445.2 |
Financial Instruments and Fai54
Financial Instruments and Fair Value Measurements - Debt Instruments with Carrying Values Different than Estimated Fair Values (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | $ 3,060,345 | $ 2,913,217 |
Revolving Credit Facilities and term loans | 598,266 | 598,242 |
Mortgage indebtedness | 908,055 | 982,509 |
Total indebtedness | 4,566,666 | 4,493,968 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 3,169,530 | 3,056,896 |
Revolving Credit Facilities and term loans | 601,321 | 601,131 |
Mortgage indebtedness | 933,534 | 1,012,869 |
Total indebtedness | $ 4,704,385 | $ 4,670,896 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Employee Severance [Member] $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($)PositionOfficer | |
Contingencies And Commitments [Line Items] | ||
Separation charge | $ 5.1 | $ 16.6 |
Stock-based compensation expense | 4.5 | |
Accounts Payable and Accrued Expenses [Member] | ||
Contingencies And Commitments [Line Items] | ||
Accrued separation charge | $ 5.5 | 5.5 |
Executive Management Transition [Member] | ||
Contingencies And Commitments [Line Items] | ||
Separation charge | 9.4 | |
Elimination [Member] | ||
Contingencies And Commitments [Line Items] | ||
Separation charge | $ 7.2 | |
Total number of positions eliminated including officer level | Position | 65 | |
Number of positions eliminated | Officer | 9 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Class A Cumulative Redeemable Preferred Shares [Member] | |||
Class Of Stock [Line Items] | |||
Cumulative redeemable preferred shares | $ 175,000 | $ 175,000 | $ 0 |
Preferred stock dividend rate | 6.375% | 6.375% | |
Cumulative redeemable preferred shares, liquidation value | $ 500 | $ 500 | |
Shares issuance costs | $ 6,100 | ||
Class A Depositary Share [Member] | |||
Class Of Stock [Line Items] | |||
Cumulative redeemable preferred shares, liquidation value | $ 25 | $ 25 |
Other Comprehensive Loss - Chan
Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | $ 3,246,012 | |||
Total other comprehensive income | $ 898 | $ 334 | 1,703 | $ 1,394 |
Ending Balance | 3,258,216 | 3,258,216 | ||
Gains on Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (3,930) | |||
Other comprehensive income before reclassifications | 789 | |||
Change in cash flow hedges reclassed to earnings | 377 | |||
Total other comprehensive income | 1,166 | |||
Ending Balance | (2,764) | (2,764) | ||
Foreign Currency Items [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (262) | |||
Other comprehensive income before reclassifications | 394 | |||
Change in cash flow hedges reclassed to earnings | 0 | |||
Total other comprehensive income | 394 | |||
Ending Balance | 132 | 132 | ||
Total [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (4,192) | |||
Other comprehensive income before reclassifications | 1,183 | |||
Change in cash flow hedges reclassed to earnings | 377 | |||
Total other comprehensive income | 1,560 | |||
Ending Balance | $ (2,632) | $ (2,632) |
Other Comprehensive Loss - Ch58
Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Change in cash flow hedges reclassed to earnings | $ (199) | $ (172) | $ (377) | $ (344) |
Interest Expense [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Change in cash flow hedges reclassed to earnings | $ 400 |
Impairment Charges and Reserv59
Impairment Charges and Reserves - Impairment Charges on Assets or Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Impairment Charges And Impairment Of Joint Venture Investments [Abstract] | ||||
Assets marketed for sale | $ 19,000 | $ 41,000 | ||
Total continuing operations | 28,096 | $ 0 | 50,069 | $ 0 |
Reserve of preferred equity interests | 0 | 76,000 | $ 0 | |
Total impairment charges | 28,100 | 126,100 | ||
Undeveloped Land [Member] | ||||
Impairment Charges And Impairment Of Joint Venture Investments [Abstract] | ||||
Undeveloped land previously held for development | $ 9,100 | $ 9,100 |
Impairment Charges and Reserv60
Impairment Charges and Reserves - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Preferred equity interests, Total Losses | $ 0 | $ 76,000 | $ 0 |
Fair Value Measurements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used, Fair Value Measurements | 59,500 | 59,500 | |
Preferred equity interests, Fair Value Measurements | 319,300 | 319,300 | |
Long-lived assets held and used, Total Losses | 50,100 | ||
Preferred equity interests, Total Losses | 76,000 | ||
Fair Value Measurements [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used, Fair Value Measurements | 0 | 0 | |
Preferred equity interests, Fair Value Measurements | 0 | 0 | |
Fair Value Measurements [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used, Fair Value Measurements | 0 | 0 | |
Preferred equity interests, Fair Value Measurements | 0 | 0 | |
Fair Value Measurements [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used, Fair Value Measurements | 59,500 | 59,500 | |
Preferred equity interests, Fair Value Measurements | $ 319,300 | $ 319,300 |
Impairment Charges and Reserv61
Impairment Charges and Reserves - Summary of Significant Unobservable Inputs (Detail) - Fair Value Measurements [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($)$ / a | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 59.5 |
Fair Value | 319.3 |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 59.5 |
Fair Value | 319.3 |
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Indicative Bid/Contracted Price [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | 0.5 |
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Income Capitalization/Sales Comparison Approach [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 40 |
Range | 10.00% |
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 14.8 |
Range | 9.00% |
Range | 10.00% |
Impairment of Consolidated Assets [Member] | Level 3 [Member] | Sales Comparison Approach [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 4.2 |
Price per Acre, Range | $ / a | 218 |
Reserve of Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 319.3 |
Range | 1.00% |
Reserve of Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Range | 8.30% |
Range | 5.30% |
Reserve of Preferred Equity Interests [Member] | Level 3 [Member] | Discounted Cash Flow [Member] | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Range | 8.60% |
Range | 10.30% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Company's Earnings Per Share (EPS) and Reconciliation of Net (Loss) Income from Continuing Operations and Number of Common Shares Used in Computations of "Basic" EPS and "Diluted" EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
(Loss) income from continuing operations | $ (14,721) | $ 27,647 | $ (106,876) | $ 61,139 |
Plus: Gain on disposition of real estate | 44,599 | 13,721 | 82,726 | 26,102 |
Income attributable to non-controlling interests, net | (267) | (310) | (480) | (610) |
Less: Preferred dividends | (6,399) | (5,594) | (11,993) | (11,188) |
Less: Earnings attributable to unvested shares and operating partnership units | (251) | (204) | (502) | (414) |
Net income (loss) attributable to common shareholders after allocation to participating securities | $ 22,961 | $ 35,260 | $ (37,125) | $ 75,029 |
Denominators – Number of Shares | ||||
Basic—Average shares outstanding | 366,987 | 364,976 | 366,710 | 364,834 |
Effect of dilutive securities—Stock options | 43 | 342 | 0 | 346 |
Diluted—Average shares outstanding | 367,030 | 365,318 | 366,710 | 365,180 |
Earnings (Loss) Per Share: | ||||
Basic | $ 0.06 | $ 0.10 | $ (0.10) | $ 0.21 |
Diluted | $ 0.06 | $ 0.10 | $ (0.10) | $ 0.21 |
Segment Information - Summary o
Segment Information - Summary of Information about Company's Reportable Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 236,187 | $ 257,321 | $ 476,608 | $ 511,744 | |
Rental operation expenses | (65,894) | (71,864) | (133,214) | (144,906) | |
Net operating income (loss) | 170,293 | 185,457 | 343,394 | 366,838 | |
Impairment charges | (28,096) | 0 | (50,069) | 0 | |
Depreciation and amortization | (90,276) | (97,698) | (181,160) | (194,600) | |
Interest income | 7,166 | 9,446 | 15,558 | 18,496 | |
Other income (expense), net | (954) | 2,081 | (958) | 3,854 | |
Unallocated expenses | (72,137) | (72,756) | (155,259) | (148,987) | |
Equity in net (loss) income of joint ventures | (717) | 1,117 | (2,382) | 15,538 | |
Reserve of preferred equity interests | 0 | (76,000) | 0 | ||
(Loss) income from continuing operations | (14,721) | 27,647 | (106,876) | 61,139 | |
Total gross real estate assets | 8,972,219 | 9,949,961 | 8,972,219 | 9,949,961 | |
Notes receivable, net | 19,590 | 47,294 | 19,590 | 47,294 | $ 49,503 |
Operating Segments [Member] | Shopping Center [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 236,173 | 257,310 | 476,580 | 511,727 | |
Rental operation expenses | (65,880) | (71,747) | (133,201) | (144,750) | |
Net operating income (loss) | 170,293 | 185,563 | 343,379 | 366,977 | |
Impairment charges | (28,096) | (50,069) | |||
Depreciation and amortization | (90,276) | (97,698) | (181,160) | (194,600) | |
Equity in net (loss) income of joint ventures | (717) | 1,117 | (2,382) | 15,538 | |
Total gross real estate assets | 8,972,219 | 9,949,961 | 8,972,219 | 9,949,961 | |
Operating Segments [Member] | Loan Investments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 14 | 11 | 28 | 17 | |
Rental operation expenses | (14) | (117) | (13) | (156) | |
Net operating income (loss) | 0 | (106) | 15 | (139) | |
Interest income | 7,166 | 9,446 | 15,558 | 18,496 | |
Reserve of preferred equity interests | (76,000) | ||||
Notes receivable, net | 337,761 | 447,074 | 337,761 | 447,074 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Other income (expense), net | (954) | 2,081 | (958) | 3,854 | |
Unallocated expenses | (72,137) | (72,756) | (155,259) | (148,987) | |
Notes receivable, net | $ (318,171) | $ (399,780) | $ (318,171) | $ (399,780) |