Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MACERICH CO | |
Entity Central Index Key | 912,242 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 141,050,902 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
ASSETS: | ||
Property, net | $ 6,821,038 | $ 7,109,230 |
Cash and cash equivalents | 93,479 | 91,038 |
Restricted cash | 50,621 | 52,067 |
Tenant and other receivables, net | 105,299 | 112,653 |
Deferred charges and other assets, net | 387,449 | 449,190 |
Due from affiliates | 87,670 | 82,162 |
Investments in unconsolidated joint ventures | 1,465,174 | 1,709,522 |
Total assets | 9,010,730 | 9,605,862 |
Mortgage notes payable: | ||
Related parties | 167,747 | 171,569 |
Others | 3,917,114 | 4,066,511 |
Total | 4,084,861 | 4,238,080 |
Bank and other notes payable | 788,122 | 932,184 |
Accounts payable and accrued expenses | 61,308 | 58,412 |
Other accrued liabilities | 288,780 | 325,701 |
Distributions in excess of investments in unconsolidated joint ventures | 115,299 | 83,486 |
Financing arrangement obligation | 384,431 | 0 |
Total liabilities | 5,722,801 | 5,637,863 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 250,000,000 shares authorized, 141,199,860 and 140,993,985 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,412 | 1,410 |
Additional paid-in capital | 4,563,103 | 4,510,489 |
Accumulated deficit | (1,520,209) | (830,279) |
Accumulated other comprehensive income (loss) | 142 | (42) |
Total stockholders' equity | 3,044,448 | 3,681,578 |
Noncontrolling interests | 243,481 | 286,421 |
Total equity | 3,287,929 | 3,967,999 |
Total liabilities and equity | $ 9,010,730 | $ 9,605,862 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 141,199,860 | 140,993,985 |
Common Stock, shares outstanding | 141,199,860 | 140,993,985 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Minimum rents | $ 146,256 | $ 144,991 | $ 431,546 | $ 443,439 |
Percentage rents | 3,325 | 2,806 | 6,724 | 6,784 |
Total revenues | 242,198 | 242,451 | 713,477 | 736,919 |
Expenses: | ||||
REIT general and administrative expenses | 5,439 | 5,287 | 18,414 | 21,208 |
Costs related to shareholder activism | 0 | 0 | 19,369 | 0 |
Depreciation and amortization | 81,803 | 83,147 | 240,608 | 249,463 |
Total expenses before interest | 180,869 | 186,078 | 573,889 | 569,977 |
Interest expense: | ||||
Related parties | 1,074 | 2,175 | 8,481 | 6,567 |
Other | 43,853 | 41,090 | 127,996 | 120,320 |
Total interest expense | 44,927 | 43,265 | 136,477 | 126,887 |
Total expenses | 225,796 | 229,343 | 710,366 | 696,864 |
Equity in income of unconsolidated joint ventures | 18,789 | 23,993 | 51,330 | 56,772 |
Co-venture expense | 0 | (3,150) | 0 | (11,150) |
Income tax (expense) benefit | (466) | (2,869) | 1,799 | 178 |
Gain (loss) on sale or write down of assets, net | 46,516 | (11,854) | (514) | 37,234 |
Net income | 81,241 | 19,228 | 55,726 | 123,089 |
Less net income attributable to noncontrolling interests | 7,213 | 1,730 | 7,455 | 9,710 |
Net income attributable to the Company | $ 74,028 | $ 17,498 | $ 48,271 | $ 113,379 |
Earnings per common share—attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.52 | $ 0.12 | $ 0.34 | $ 0.79 |
Diluted (in dollars per share) | $ 0.52 | $ 0.12 | $ 0.34 | $ 0.79 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 141,196 | 141,299 | 141,120 | 142,188 |
Diluted (in shares) | 141,196 | 141,310 | 141,125 | 142,223 |
Tenant recoveries | ||||
Revenues: | ||||
Revenues | $ 68,045 | $ 72,897 | $ 202,899 | $ 214,257 |
Other | ||||
Revenues: | ||||
Revenues | 13,520 | 11,701 | 40,218 | 40,484 |
Shopping center and operating expenses | ||||
Expenses: | ||||
Operating expenses | 72,101 | 75,598 | 214,683 | 222,527 |
Management Companies' operating expenses | ||||
Revenues: | ||||
Revenues | 11,052 | 10,056 | 32,090 | 31,955 |
Expenses: | ||||
Operating expenses | $ 21,526 | $ 22,046 | $ 80,815 | $ 76,779 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 81,241 | $ 19,228 | $ 55,726 | $ 123,089 |
Other comprehensive income: | ||||
Interest rate cap/swap agreements | 175 | 0 | 184 | 0 |
Comprehensive income | 81,416 | 19,228 | 55,910 | 123,089 |
Less net income attributable to noncontrolling interests | 7,213 | 1,730 | 7,455 | 9,710 |
Comprehensive income attributable to the Company | $ 74,203 | $ 17,498 | $ 48,455 | $ 113,379 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2017 | 140,993,985 | 140,993,985 | |||||
Balance at Dec. 31, 2017 | $ 3,967,999 | $ 3,681,578 | $ 1,410 | $ 4,510,489 | $ (830,279) | $ (42) | $ 286,421 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 55,726 | 48,271 | 48,271 | 7,455 | |||
Interest rate cap/swap agreements | 184 | 184 | 184 | ||||
Amortization of share and unit-based plans (in shares) | 121,924 | ||||||
Amortization of share and unit-based plans | 28,219 | 28,219 | $ 1 | 28,218 | |||
Employee stock purchases (in shares) | 17,240 | ||||||
Employee stock purchases | 806 | 806 | 806 | ||||
Distributions declared ($2.22) per share | (313,342) | (313,342) | (313,342) | ||||
Distributions to noncontrolling interests | (26,101) | (26,101) | |||||
Contributions from noncontrolling interests | 16 | 16 | |||||
Conversion of noncontrolling interests to common shares (in shares) | 66,711 | ||||||
Conversion of noncontrolling interests to common shares | 0 | 75 | $ 1 | 74 | (75) | ||
Redemption of noncontrolling interests | (719) | (486) | (486) | (233) | |||
Adjustment of noncontrolling interests in Operating Partnership | $ 0 | 24,002 | 24,002 | (24,002) | |||
Balance (in shares) at Sep. 30, 2018 | 141,199,860 | 141,199,860 | |||||
Balance at Sep. 30, 2018 | $ 3,287,929 | $ 3,044,448 | $ 1,412 | $ 4,563,103 | $ (1,520,209) | $ 142 | $ 243,481 |
CONSOLIDATED STATEMENT OF EQU_2
CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Distributions declared, per share (in dollars per share) | $ 2.22 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 55,726 | $ 123,089 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss (gain) on sale or write down of assets, net | 514 | (37,234) |
Depreciation and amortization | 246,038 | 253,793 |
Amortization of premium on mortgage notes payable | (696) | (2,799) |
Amortization of share and unit-based plans | 22,644 | 25,159 |
Straight-line rent adjustment | (8,963) | (7,502) |
Amortization of above and below-market leases | (2,461) | (408) |
Provision for doubtful accounts | 3,787 | 3,806 |
Income tax benefit | (1,799) | (178) |
Equity in income of unconsolidated joint ventures | (51,330) | (56,772) |
Distributions of income from unconsolidated joint ventures | 1,664 | 0 |
Change in fair value of financing arrangement obligation | (9,279) | 0 |
Co-venture expense | 0 | 11,150 |
Changes in assets and liabilities, net of dispositions: | ||
Tenant and other receivables | 2,579 | 838 |
Other assets | 7,143 | 11,743 |
Due from affiliates | (5,508) | (13,004) |
Accounts payable and accrued expenses | 6,692 | 11,263 |
Other accrued liabilities | (19,590) | (23,094) |
Net cash provided by operating activities | 247,161 | 299,850 |
Cash flows from investing activities: | ||
Development, redevelopment, expansion and renovation of properties | (133,325) | (90,758) |
Property improvements | (32,858) | (34,425) |
Proceeds from repayment of notes receivable | 829 | 628 |
Deferred leasing costs | (23,792) | (25,045) |
Distributions from unconsolidated joint ventures | 541,336 | 226,152 |
Contributions to unconsolidated joint ventures | (179,060) | (80,332) |
Proceeds from sale of assets | 83,029 | 168,471 |
Net cash provided by investing activities | 256,159 | 164,691 |
Cash flows from financing activities: | ||
Proceeds from mortgages, bank and other notes payable | 295,000 | 510,000 |
Payments on mortgages, bank and other notes payable | (457,710) | (424,439) |
Deferred financing costs | (275) | (2,586) |
Payment of finance deposits | 0 | 8,600 |
Proceeds from share and unit-based plans | 806 | 986 |
Stock repurchases | 0 | (221,428) |
Redemption of noncontrolling interests | (719) | (909) |
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities | 16 | 0 |
Dividends and distributions | (339,443) | (328,733) |
Distributions to co-venture partner | 0 | (11,005) |
Net cash used in financing activities | (502,325) | (486,714) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 995 | (22,173) |
Cash, cash equivalents and restricted cash, beginning of period | 143,105 | 143,997 |
Cash, cash equivalents and restricted cash, end of period | 144,100 | 121,824 |
Supplemental cash flow information: | ||
Cash payments for interest, net of amounts capitalized | 142,680 | 124,686 |
Non-cash investing and financing transactions: | ||
Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities | 48,827 | 30,706 |
Mortgage notes payable assumed in exchange for investments in unconsolidated joint ventures | 139,249 | 0 |
Disposition of property in exchange for investments in unconsolidated joint ventures | 36,305 | 0 |
Conversion of Operating Partnership Units to common stock | $ 75 | $ 15,195 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization : The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers (the "Centers") located throughout the United States. The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of September 30, 2018 , the Company was the sole general partner of and held a 93% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are collectively referred to herein as the "Management Companies." All references to the Company in this Quarterly Report on Form 10-Q include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies: Basis of Presentation: The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by an independent registered public accounting firm. The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership. In addition, the Operating Partnership has investments in a number of consolidated variable interest entities ("VIEs"). The Operating Partnership's consolidated VIEs included the following assets and liabilities: September 30, December 31, Assets: Property, net $ 264,946 $ 288,881 Other assets 27,579 60,586 Total assets $ 292,525 $ 349,467 Liabilities: Mortgage notes payable $ 126,279 $ 129,436 Other liabilities 40,634 72,705 Total liabilities $ 166,913 $ 202,141 All intercompany accounts and transactions have been eliminated in the consolidated financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 . In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for the interim periods have been made. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated balance sheet as of December 31, 2017 has been derived from the audited financial statements but does not include all disclosures required by GAAP. Shareholder Activism Costs: During the three months ended June 30, 2018, the Company incurred $19,369 in costs associated with activities related to shareholder activism. These costs were primarily for legal and advisory services. Recent Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2014-09, “Revenue From Contracts With Customers (ASC 606)," which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While the standard specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. The standard applies to the Company's recognition of management companies and other revenues. The Company's adoption of the standard on January 1, 2018 did not have an impact on the pattern of revenue recognition for management companies and other revenues. Additionally, under ASC 606, the Company changed its accounting for its joint venture in Chandler Freehold from a co-venture arrangement to a financing arrangement (See Note 11 — Financing Arrangement ). Upon adoption of the standard on January 1, 2018, the Company replaced its $31,150 distributions in excess of co-venture obligation (See Note 8 — Deferred Charges and Other Assets, net ) with a financing arrangement obligation of $393,709 on its consolidated balance sheets. This resulted in the recognition of a $424,859 increase in the Company’s accumulated deficit as a cumulative effect adjustment under the modified retrospective method of adoption. In February 2016, the FASB issued ASU 2016-02, which sets out principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under existing standards, certain of these costs are capitalizable and therefore this new standard may result in certain of these costs being expensed as incurred after adoption. Under the standard, lessees apply a dual approach, classifying leases as either finance or operating leases. A lessee is required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their lease classification. The Company is a lessee on ground leases at certain properties, on certain office space leases and on certain other improvements and equipment. The standard is effective for the Company under a modified retrospective approach beginning January 1, 2019. The FASB has provided a transition package of practical expedients for implementation, which include (i) relief from re-assessing whether an expired or existing contract meets the definition of a lease, (ii) relief from re-assessing the classification of expired or existing leases at the adoption date and (iii) allowing previously capitalized initial direct leasing costs to continue to be amortized. In July 2018, the FASB issued ASU 2018-11, “Leases: Targeted improvements”, which provides companies with an additional transition option that would permit the application of the standard as of the adoption date rather than to all periods presented. The Company plans to utilize this transition option when it adopts the new standard on January 1, 2019 and also plans to elect to use the transition practical expedients package available to the Company under the new standard. Recent Accounting Pronouncements: (Continued) Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, the Company will no longer be able to capitalize internal leasing costs and instead will be required to expense these costs as incurred. The Company capitalized internal leasing costs of $5,141 and $5,376 during the three months ended September 30, 2018 and 2017, respectively, and $16,928 and $17,075 during the nine months ended September 30, 2018 and 2017, respectively. For leases where the Company is the lessee, the adoption of the standard will significantly change the accounting on the Company's consolidated balance sheets since these leases will be required to be recorded on the Company’s consolidated balance sheets as an obligation of the Company. Existing leases executed before the January 1, 2019 adoption date will continue to be accounted for as operating leases and the new guidance will not have a material impact on the Company's recognition of lease expense. On November 17, 2016, the FASB issued ASU 2016-18, “Restricted Cash,” which requires that the statement of cash flows explain the change during a reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. This standard states that transfers between cash, cash equivalents, and restricted cash are not part of the entity’s operating, investing, and financing activities. Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. On January 1, 2018, the Company adopted the standard and retrospectively applied the guidance of the standard to the prior period presented, which resulted in an increase of $785 in net cash provided by investing activities on its consolidated statements of cash flows for the nine months ended September 30, 2017 . The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows: For the Nine Months Ended September 30, 2018 2017 Beginning of period Cash and cash equivalents $ 91,038 $ 94,046 Restricted cash 52,067 49,951 Cash, cash equivalents and restricted cash $ 143,105 $ 143,997 End of period Cash and cash equivalents $ 93,479 $ 71,088 Restricted cash 50,621 50,736 Cash, cash equivalents and restricted cash $ 144,100 $ 121,824 On January 5, 2017, the FASB issued ASU 2017-01, “Business Combinations,” which clarifies the definition of a business. The objective of the standard is to add further guidance that assists entities in evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the set of transferred assets and activities are not a business and should be treated as an asset acquisition. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The primary difference between business combinations and asset acquisitions is the recognition of transaction costs, which are expensed as period costs for business combinations and capitalized for asset acquisitions. The Company's adoption of this standard on January 1, 2018 did not have a significant impact on its consolidated financial statements. Recent Accounting Pronouncements: (Continued) In February 2017, the FASB issued ASU No. 2017-05, “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,” which clarifies the scope of asset derecognition and adds further guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. The Company has concluded that property sales represent transactions with non-customers. Sales of property generally represent only one performance obligation and are recognized when an enforceable contract is in place, collectability is ensured and control is transferred to the buyer. As a result of the adoption of the standard on January 1, 2018, the Company will prospectively measure the noncontrolling interest retained in partial sale transactions of real estate at fair value. In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” which aims to (i) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (ii) reduce the complexity of and simplify the application of hedge accounting by preparers. The standard is effective for the Company beginning January 1, 2019, with early adoption permitted. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. |
Earnings per Share ("EPS")
Earnings per Share ("EPS") | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share (EPS) | Earnings Per Share ("EPS"): The following table reconciles the numerator and denominator used in the computation of EPS for the three and nine months ended September 30, 2018 and 2017 (shares in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator Net income $ 81,241 $ 19,228 $ 55,726 $ 123,089 Less net income attributable to noncontrolling interests 7,213 1,730 7,455 9,710 Net income attributable to the Company 74,028 17,498 48,271 113,379 Allocation of earnings to participating securities (278 ) (193 ) (824 ) (567 ) Numerator for basic and diluted EPS—net income attributable to common stockholders $ 73,750 $ 17,305 $ 47,447 $ 112,812 Denominator Denominator for basic EPS—weighted average number of common shares outstanding 141,196 141,299 141,120 142,188 Effect of dilutive securities(1): Share and unit-based compensation plans — 11 5 35 Denominator for diluted EPS—weighted average number of common shares outstanding 141,196 141,310 141,125 142,223 EPS—net income attributable to common stockholders: Basic $ 0.52 $ 0.12 $ 0.34 $ 0.79 Diluted $ 0.52 $ 0.12 $ 0.34 $ 0.79 (1) Diluted EPS excludes 90,619 convertible preferred partnership units for the three and nine months ended September 30, 2018 and 2017 , as their impact was antidilutive. Diluted EPS excludes 10,377,936 and 10,324,376 Operating Partnership units ("OP Units") for the three months ended September 30, 2018 and 2017 , respectively, and 10,355,946 and 10,479,806 OP Units for the nine months ended September 30, 2018 and 2017 , respectively, as their impact was antidilutive. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures: The Company has made the following recent investments and dispositions in its unconsolidated joint ventures: On March 17, 2017 , the Company's joint venture in Country Club Plaza sold an office building for $78,000 , resulting in a gain on sale of assets of $4,580 . The Company's pro rata share of the gain on the sale of assets of $2,290 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 13 — Stockholders' Equity ). On September 18, 2017 , the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $61,500 , resulting in a gain on sale of assets of $13,426 . The Company's pro rata share of the gain on the sale of assets of $6,713 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 13 — Stockholders' Equity ). On December 14, 2017 , the Company’s joint venture in Westcor/Queen Creek LLC sold land for $30,491 , resulting in a gain on sale of assets of $14,853 . The Company’s share of the gain on sale was $5,436 , which was included in equity in income of unconsolidated joint ventures. The Company used its portion of the proceeds to pay down its line of credit and for general corporate purposes. On February 16, 2018 , the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $41,800 , resulting in a gain on sale of assets of $5,545 . The Company's pro rata share of the gain on the sale of assets of $2,773 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes. On July 6, 2018 , the Company’s joint venture in The Market at Estrella Falls , a 298,000 square foot community center in Goodyear , Arizona , sold the property for $49,100 , resulting in a gain on sale of assets of $12,598 . The Company's share of the gain of $2,996 was included in equity in income from unconsolidated joint ventures. The proceeds were used to pay off the $24,118 mortgage loan payable on the property, settle development obligations and for distributions to the partners. The Company used its share of the net proceeds for general corporate purposes. On August 31, 2018 , the Company completed the sale of a 75% ownership interest in Westside Pavilion , a 755,000 square foot regional shopping center in Los Angeles , California , for $142,500 , resulting in a gain on sale of assets of $46,242 . The sales price was funded by a cash payment of $36,903 and the assumption of a pro rata share of the mortgage note payable on the property of $105,597 . From March 1, 2018 to the completion of the sale, the Company accounted for its interest in Westside Pavilion as a collaborative arrangement (See Note 14 — Collaborative Arrangement ). Since completion of the sale, the Company has accounted for its ownership interest in Westside Pavilion under the equity method of accounting. On September 6, 2018 , the Company formed a 50 /50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets , a 400,000 square foot outlet center in Carson, California. The joint venture expects to complete the first phase of the development in fall 2021. Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures. Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures: September 30, December 31, Assets(1): Property, net $ 9,212,359 $ 9,052,105 Other assets 717,509 635,838 Total assets $ 9,929,868 $ 9,687,943 Liabilities and partners' capital(1): Mortgage and other notes payable(2) $ 6,064,931 $ 5,296,594 Other liabilities 390,211 405,052 Company's capital 1,893,278 2,188,057 Outside partners' capital 1,581,448 1,798,240 Total liabilities and partners' capital $ 9,929,868 $ 9,687,943 Investments in unconsolidated joint ventures: Company's capital $ 1,893,278 $ 2,188,057 Basis adjustment(3) (543,403 ) (562,021 ) $ 1,349,875 $ 1,626,036 Assets—Investments in unconsolidated joint ventures $ 1,465,174 $ 1,709,522 Liabilities—Distributions in excess of investments in unconsolidated joint ventures (115,299 ) (83,486 ) $ 1,349,875 $ 1,626,036 (1) These amounts include the assets of $3,047,915 and $3,106,105 of Pacific Premier Retail LLC (the " PPR Portfolio ") as of September 30, 2018 and December 31, 2017 , respectively, and liabilities of $1,856,185 and $1,872,227 of the PPR Portfolio as of September 30, 2018 and December 31, 2017 , respectively. (2) Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $699,437 and $482,332 as of September 30, 2018 and December 31, 2017 , respectively. NML is considered a related party because it was a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza until October 12, 2018. Interest expense on these borrowings was $7,148 and $4,903 for the three months ended September 30, 2018 and 2017 , respectively, and $19,264 and $12,992 for the nine months ended September 30, 2018 and 2017 , respectively. (3) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $1,160 and $4,227 for the three months ended September 30, 2018 and 2017 , respectively, and $8,787 and $12,451 for the nine months ended September 30, 2018 and 2017 , respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures: PPR Portfolio Other Total Three Months Ended September 30, 2018 Revenues: Minimum rents $ 32,999 $ 123,799 $ 156,798 Percentage rents 1,012 4,591 5,603 Tenant recoveries 11,884 47,286 59,170 Other 991 13,081 14,072 Total revenues 46,886 188,757 235,643 Expenses: Shopping center and operating expenses 9,893 61,528 71,421 Interest expense 16,680 37,968 54,648 Depreciation and amortization 24,582 61,323 85,905 Total operating expenses 51,155 160,819 211,974 (Loss) gain on sale or write down of assets, net (47 ) 12,622 12,575 Net (loss) income $ (4,316 ) $ 40,560 $ 36,244 Company's equity in net (loss) income $ (148 ) $ 18,937 $ 18,789 Three Months Ended September 30, 2017 Revenues: Minimum rents $ 35,052 $ 123,663 $ 158,715 Percentage rents 903 3,953 4,856 Tenant recoveries 12,015 47,841 59,856 Other 1,713 12,329 14,042 Total revenues 49,683 187,786 237,469 Expenses: Shopping center and operating expenses 10,591 60,394 70,985 Interest expense 16,890 33,214 50,104 Depreciation and amortization 25,449 62,958 88,407 Total operating expenses 52,930 156,566 209,496 Gain on sale or write down of assets, net — 13,426 13,426 Net (loss) income $ (3,247 ) $ 44,646 $ 41,399 Company's equity in net income $ 620 $ 23,373 $ 23,993 PPR Portfolio Other Joint Ventures Total Nine Months Ended September 30, 2018 Revenues: Minimum rents $ 98,619 $ 375,447 $ 474,066 Percentage rents 1,713 7,664 9,377 Tenant recoveries 34,684 142,702 177,386 Other 3,252 39,145 42,397 Total revenues 138,268 564,958 703,226 Expenses: Shopping center and operating expenses 29,091 183,174 212,265 Interest expense 50,176 108,356 158,532 Depreciation and amortization 73,137 184,708 257,845 Total operating expenses 152,404 476,238 628,642 (Loss) gain on sale or write down of assets, net (47 ) 14,151 14,104 Net (loss) income $ (14,183 ) $ 102,871 $ 88,688 Company's equity in net (loss) income $ (1,021 ) $ 52,351 $ 51,330 Nine Months Ended September 30, 2017 Revenues: Minimum rents $ 100,633 $ 373,931 $ 474,564 Percentage rents 1,854 7,817 9,671 Tenant recoveries 34,827 141,875 176,702 Other 4,141 36,857 40,998 Total revenues 141,455 560,480 701,935 Expenses: Shopping center and operating expenses 30,062 181,475 211,537 Interest expense 50,291 98,469 148,760 Depreciation and amortization 76,527 187,927 264,454 Total operating expenses 156,880 467,871 624,751 (Loss) gain on sale or write down of assets, net (35 ) 18,005 17,970 Net (loss) income $ (15,460 ) $ 110,614 $ 95,154 Company's equity in net (loss) income $ (1,376 ) $ 58,148 $ 56,772 Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company. Collaborative Arrangement : On March 1, 2018 , the Company formed a 25 / 75 joint venture with a third party, whereby the Company agreed to contribute Westside Pavilion , a 755,000 square foot regional shopping center in Los Angeles , California in exchange for a cash payment of $142,500 . The Company completed the transfer on August 31, 2018 . During the period from March 1, 2018 to August 31, 2018 , the Company accounted for the operations of Westside Pavilion as a collaborative arrangement. Both partners shared operating control of the property and the Company was reimbursed by the outside partner for 75% of the carrying cost of the property, which were defined in the agreement as operating expenses in excess of revenues, debt service and capital expenditures. Accordingly, the Company reduced minimum rents, percentage rents, tenant recoveries, other revenue, shopping center and operating expenses and interest expense by its partner's 75% share and recorded a receivable due from its partner, which was settled upon completion of the transfer of the property. In addition, the Company was reimbursed by its partner for its 75% share of mortgage loan principal payments and capital expenditures during the period. Since completion of the transfer, the Company has accounted for its investment in Westside Pavilion under the equity method of accounting (See Note 4 — Investments in Unconsolidated Joint Ventures ). |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities: The Company uses interest rate cap and interest rate swap agreements to manage the interest rate risk of its floating rate debt. The Company recorded other comprehensive income related to the marking-to-market of derivative instruments of $175 and $184 for the three and nine months ended September 30, 2018 . There were no derivatives outstanding during the three and nine months ended September 30, 2017 . The following derivatives were outstanding at September 30, 2018 : Property Notional Amount Product LIBOR Rate Maturity Fair Value Santa Monica Place $ 300,000 Cap 4.00 % 12/9/2019 $ 1 The Macerich Partnership, L.P. $ 400,000 Swap 2.85 % 9/14/2021 $ 173 The above derivative instruments were designated as hedging instruments with an aggregate fair value (Level 2 measurement) and were included in deferred charges and other assets, net. The fair value of the Company's interest rate derivatives was determined using discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swap. As a result, the Company determined that its interest rate cap and swap valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Property, net
Property, net | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Property, net | Property, net: Property, net consists of the following: September 30, December 31, Land $ 1,521,252 $ 1,567,152 Buildings and improvements 6,308,628 6,385,035 Tenant improvements 659,402 620,352 Equipment and furnishings 186,377 187,998 Construction in progress 176,976 366,996 8,852,635 9,127,533 Less accumulated depreciation (2,031,597 ) (2,018,303 ) $ 6,821,038 $ 7,109,230 Depreciation expense was $69,237 and $69,343 for the three months ended September 30, 2018 and 2017 , respectively, and $204,031 and $207,663 for the nine months ended September 30, 2018 and 2017 , respectively. The gain (loss) on sale or write down of assets, net was $46,516 and $(11,854) for the three months ended September 30, 2018 and 2017 , respectively, and $(514) and $37,234 for the nine months ended September 30, 2018 and 2017 , respectively. The gain (loss) on sale or write down of assets, net for the three and nine months ended September 30, 2018 includes a gain of $46,242 on the sale of a 75% ownership interest in Westside Pavilion (See Note 4 — Investments in Unconsolidated Joint Ventures ). The gain (loss) on sale or write down of assets, net for the nine months ended September 30, 2018 also includes a loss of $311 on the sale of Promenade at Casa Grande (See Note 15 — Dispositions ). The gain (loss) on sale or write down of assets, net for the nine months ended September 30, 2017 includes a gain of $59,698 on the sale of Cascade Mall and Northgate Mall (See Note 15 — Dispositions ) offset in part by a loss of $10,138 on the write down of an investment in non-real estate assets. The gain (loss) on sale or write down of assets, net for the nine months ended September 30, 2018 includes impairment losses of $36,338 on SouthPark Mall , $7,494 on two freestanding stores , $1,695 on Southridge Center and $1,043 on Promenade at Casa Grande . The gain (loss) on sale or write down of assets, net for the three and nine months ended September 30, 2017 includes an impairment loss of $12,036 on Southridge Center . The impairment losses were due to the reduction of the estimated holding period of the properties. The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of impairment losses recorded for the nine months ended September 30, 2018 as described above: Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets Significant Other Unobservable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) September 30, 2018 $ 72,700 $ — $ 72,700 $ — The fair values relating to the impairments were based on sales contracts. |
Tenant and Other Receivables, n
Tenant and Other Receivables, net | 9 Months Ended |
Sep. 30, 2018 | |
Loans and Leases Receivable Disclosure [Abstract] | |
Tenant and Other Receivables, net | Tenant and Other Receivables, net: Included in tenant and other receivables, net is an allowance for doubtful accounts of $3,139 and $2,786 at September 30, 2018 and December 31, 2017 , respectively. Also included in tenant and other receivables, net are accrued percentage rents of $2,439 and $8,711 at September 30, 2018 and December 31, 2017 , respectively, and a deferred rent receivable due to straight-line rent adjustments of $69,664 and $61,859 at September 30, 2018 and December 31, 2017 , respectively. |
Deferred Charges and Other Asse
Deferred Charges and Other Assets, net | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Charges and Other Assets, net | Deferred Charges and Other Assets, net: Deferred charges and other assets, net consist of the following: September 30, December 31, Leasing $ 223,811 $ 232,819 Intangible assets: In-place lease values 95,807 108,432 Leasing commissions and legal costs 24,140 25,958 Above-market leases 149,283 164,040 Deferred tax assets 30,366 29,006 Deferred compensation plan assets 50,939 52,221 Distributions in excess of co-venture obligation(1) — 31,150 Other assets 60,465 66,990 634,811 710,616 Less accumulated amortization(2) (247,362 ) (261,426 ) $ 387,449 $ 449,190 (1) See Note 11 — Financing Arrangement . (2) Accumulated amortization includes $70,627 and $74,507 relating to in-place lease values, leasing commissions and legal costs at September 30, 2018 and December 31, 2017 , respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $3,114 and $4,206 for the three months ended September 30, 2018 and 2017 , respectively, and $10,504 and $15,755 for the nine months ended September 30, 2018 and 2017 , respectively. The allocated values of above-market leases and below-market leases consist of the following: September 30, December 31, Above-Market Leases Original allocated value $ 149,283 $ 164,040 Less accumulated amortization (54,688 ) (60,210 ) $ 94,595 $ 103,830 Below-Market Leases(1) Original allocated value $ 108,568 $ 120,573 Less accumulated amortization (53,955 ) (55,489 ) $ 54,613 $ 65,084 (1) Below-market leases are included in other accrued liabilities. |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable: Mortgage notes payable at September 30, 2018 and December 31, 2017 consist of the following: Carrying Amount of Mortgage Notes(1) September 30, 2018 December 31, 2017 Property Pledged as Collateral Related Party Other Related Party Other Effective Interest Rate(2) Monthly Debt Service(3) Maturity Date(4) Chandler Fashion Center(5) $ — $ 199,954 $ — $ 199,904 3.77 % $ 625 2019 Danbury Fair Mall 101,977 101,977 104,599 104,598 5.53 % 1,538 2020 Fashion Outlets of Chicago(6) — 199,541 — 199,298 3.76 % 600 2020 Fashion Outlets of Niagara Falls USA — 110,448 — 112,770 4.89 % 727 2020 Freehold Raceway Mall(5) — 398,171 — 398,050 3.94 % 1,300 2029 Fresno Fashion Fair — 323,410 — 323,261 3.67 % 971 2026 Green Acres Commons(7) — 127,776 — 107,219 4.81 % 460 2021 Green Acres Mall — 286,386 — 291,366 3.61 % 1,447 2021 Kings Plaza Shopping Center — 439,695 — 447,231 3.67 % 2,229 2019 Oaks, The — 193,229 — 196,732 4.14 % 1,064 2022 Pacific View — 122,132 — 124,397 4.08 % 668 2022 Queens Center — 600,000 — 600,000 3.49 % 1,744 2025 Santa Monica Place(8) — 296,882 — 296,366 3.76 % 865 2022 SanTan Village Regional Center — 122,376 — 124,703 3.14 % 589 2019 Towne Mall — 20,842 — 21,161 4.48 % 117 2022 Tucson La Encantada 65,770 — 66,970 — 4.23 % 368 2022 Victor Valley, Mall of — 114,660 — 114,617 4.00 % 380 2024 Vintage Faire Mall — 259,635 — 263,818 3.55 % 1,256 2026 Westside Pavilion(9) — — — 141,020 $ 167,747 $ 3,917,114 $ 171,569 $ 4,066,511 (1) The mortgage notes payable balances includes an unamortized debt premium. Debt premiums represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The loan on Fashion Outlets of Niagara Falls USA had a premium of $1,934 and $2,630 at September 30, 2018 and December 31, 2017 , respectively. The mortgage notes payable also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $14,232 and $17,838 at September 30, 2018 and December 31, 2017 , respectively. (2) The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs. (3) The monthly debt service represents the payment of principal and interest. (4) The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met. (5) A 49.9% interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 11 — Financing Arrangement ). (6) The loan bears interest at LIBOR plus 1.50% . At September 30, 2018 and December 31, 2017 , the total interest rate was 3.76% and 3.02% , respectively. (7) On March 1, 2018 , the Company borrowed the remaining $20,000 available under the loan agreement on the property. The loan bears interest at LIBOR plus 2.15% . At September 30, 2018 and December 31, 2017 , the total interest rate was 4.81% and 4.07% , respectively. (8) The loan bears interest at LIBOR plus 1.35% . The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2019 (See Note 5 — Derivative Instruments and Hedging Activities ). At September 30, 2018 and December 31, 2017 , the total interest rate was 3.76% and 3.13% , respectively. (9) On August 31, 2018 , a 75% interest in the loan was assumed by a third party in connection with the sale of a 75% ownership interest in the underlying property (See Note 4 — Investments in Unconsolidated Joint Ventures ). Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt. The Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company. The Company expects that all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid-off from the Company's line of credit or with cash on hand. Total interest expense capitalized was $3,751 and $3,428 for the three months ended September 30, 2018 and 2017 , respectively, and $12,752 and $9,405 for the nine months ended September 30, 2018 and 2017 , respectively. Related party mortgage notes payable are amounts due to an affiliate of NML. See Note 17 — Related Party Transactions for interest expense associated with loans from NML. The estimated fair value (Level 2 measurement) of mortgage notes payable at September 30, 2018 and December 31, 2017 was $4,088,227 and $4,250,816 , respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt. |
Bank and Other Notes Payable
Bank and Other Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Bank and Other Notes Payable | Bank and Other Notes Payable: Bank and other notes payable consist of the following: Line of Credit: The Company has a $1,500,000 revolving line of credit that bears interest at LIBOR plus a spread of 1.30% to 1.90% , depending on the Company's overall leverage level, and matures on July 6, 2020 with a one -year extension option. The line of credit can be expanded, depending on certain conditions, up to a total facility of $2,000,000 . Based on the Company's leverage level as of September 30, 2018 , the borrowing rate on the facility was LIBOR plus 1.45% . The Company has an interest rate swap agreement that effectively converts $400,000 of the outstanding balance from floating rate debt of LIBOR plus 1.45% to fixed rate debt of 4.30% until September 14, 2021 (See Note 5 — Derivative Instruments and Hedging Activities ). As of September 30, 2018 and December 31, 2017 , borrowings under the line of credit were $790,000 and $935,000 , respectively, less unamortized deferred finance costs of $5,781 and $7,548 , respectively, at a total interest rate of 4.08% and 3.13% , respectively. As of September 30, 2018 and December 31, 2017 , the Company's availability under the line of credit for additional borrowings was $709,720 and $504,412 , respectively, The estimated fair value (Level 2 measurement) of the line of credit at September 30, 2018 and December 31, 2017 was $791,233 and $919,158 , respectively, based on a present value model using a credit interest rate spread offered to the Company for comparable debt. Prasada Note: On March 29, 2013, the Company issued a $13,330 note payable that bears interest at 5.25% and matures on May 30, 2021. The note payable is collateralized by a portion of a development reimbursement agreement with the City of Surprise, Arizona. At September 30, 2018 and December 31, 2017 , the note had a balance of $3,903 and $4,732 , respectively. The estimated fair value (Level 2 measurement) of the note at September 30, 2018 and December 31, 2017 was $3,900 and $4,717 , respectively, based on current interest rates for comparable notes. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the collateral for the underlying debt. As of September 30, 2018 and December 31, 2017 , the Company was in compliance with all applicable financial loan covenants. |
Financing Arrangement
Financing Arrangement | 9 Months Ended |
Sep. 30, 2018 | |
Co-Venture Arrangement [Abstract] | |
Financing Arrangement | Financing Arrangement: On September 30, 2009 , the Company formed a joint venture, whereby a third party acquired a 49.9% interest in Chandler Fashion Center , a 1,316,000 square foot regional shopping center in Chandler , Arizona , and Freehold Raceway Mall , a 1,672,000 square foot regional shopping center in Freehold , New Jersey , referred to herein as Chandler Freehold . As a result of the Company having certain rights under the agreement to repurchase the assets after the seventh year of the formation of Chandler Freehold , the transaction did not qualify for sale treatment. The Company, however, is not obligated to repurchase the assets. The transaction was initially accounted for as a co-venture arrangement, and accordingly the assets, liabilities and operations of the properties remain on the books of the Company and a co-venture obligation was established for the net cash proceeds received from the third party less costs allocated to a warrant. The co-venture obligation was increased for the allocation of income to the co-venture partner and decreased for distributions to the co-venture partner. Upon adoption of ASC 606 on January 1, 2018, the Company changed its accounting for Chandler Freehold from a co-venture arrangement to a financing arrangement. Accordingly, the Company replaced its $31,150 distributions in excess of co-venture obligation (See Note 8 — Deferred Charges and Other Assets, net ) with a financing arrangement liability of $393,709 on its consolidated balance sheets. This resulted in the recognition of a $424,859 increase in the Company’s accumulated deficit as a cumulative effect adjustment under the modified retrospective method of adoption. The fair value ( Level 3 measurement) of the financing arrangement obligation was based upon a multiple on net operating income of 21 times, a discount rate of 5.8% and market rents per square foot of $20 to $225 . The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement. Distributions to the partner and subsequent changes in fair value of the financing arrangement obligation are recognized as interest expense in the Company's consolidated statements of operations. During the three and nine months ended September 30, 2018 and 2017 , the Company incurred interest (income) expense in connection with the financing arrangement as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Distributions of the partner's share of net income $ 2,111 $ — $ 6,577 $ — Distributions in excess of the partner's share of net income 1,754 — 4,803 — Adjustment to fair value of financing arrangement obligation (4,893 ) — (9,279 ) — $ (1,028 ) $ — $ 2,101 $ — |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests: The Company allocates net income of the Operating Partnership based on the weighted average ownership interest during the period. The net income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 93% ownership interest in the Operating Partnership as of September 30, 2018 and December 31, 2017 . The remaining 7% limited partnership interest as of September 30, 2018 and December 31, 2017 was owned by certain of the Company's executive officers and directors, certain of their affiliates and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the 10 trading days ending on the respective balance sheet date. Accordingly, as of September 30, 2018 and December 31, 2017 , the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $579,249 and $671,592 , respectively. The Company issued common and preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder. The Company may redeem them for cash or shares of the Company's stock at the Company's option and they are classified as permanent equity. Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity: 2017 Stock Buyback Program: On February 12, 2017 , the Company's Board of Directors authorized the repurchase of up to $500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including ASR transactions, or other methods of acquiring shares, from time to time as permitted by securities laws and other legal requirements. During the period from February 12, 2017 to December 31, 2017 , the Company repurchased a total of 3,627,390 of its common shares for $221,428 , representing an average price of $61.01 per share. The Company funded the repurchases from the net proceeds of the sale of Cascade Mall and Northgate Mall (See Note 15 — Dispositions ), its share of the proceeds from the sale of ownership interests in office buildings at Fashion District Philadelphia and Country Club Plaza (See Note 4 — Investments in Unconsolidated Joint Ventures ) and from borrowings under its line of credit. There were no repurchases during the three and nine months ended September 30, 2018 . At-The-Market Stock Offering Program ("ATM Program"): On August 20, 2014, the Company entered into an equity distribution agreement with a number of sales agents (the "ATM Program") to issue and sell, from time to time, shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $500,000 . The ATM Program expired by its terms in August 2017. No shares were sold under the ATM Program. |
Collaborative Agreement
Collaborative Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Collaborative Arrangement | Investments in Unconsolidated Joint Ventures: The Company has made the following recent investments and dispositions in its unconsolidated joint ventures: On March 17, 2017 , the Company's joint venture in Country Club Plaza sold an office building for $78,000 , resulting in a gain on sale of assets of $4,580 . The Company's pro rata share of the gain on the sale of assets of $2,290 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 13 — Stockholders' Equity ). On September 18, 2017 , the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $61,500 , resulting in a gain on sale of assets of $13,426 . The Company's pro rata share of the gain on the sale of assets of $6,713 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to fund repurchases under the 2017 Stock Buyback Program (See Note 13 — Stockholders' Equity ). On December 14, 2017 , the Company’s joint venture in Westcor/Queen Creek LLC sold land for $30,491 , resulting in a gain on sale of assets of $14,853 . The Company’s share of the gain on sale was $5,436 , which was included in equity in income of unconsolidated joint ventures. The Company used its portion of the proceeds to pay down its line of credit and for general corporate purposes. On February 16, 2018 , the Company's joint venture in Fashion District Philadelphia sold its ownership interest in an office building for $41,800 , resulting in a gain on sale of assets of $5,545 . The Company's pro rata share of the gain on the sale of assets of $2,773 was included in equity in income from unconsolidated joint ventures. The Company used its share of the proceeds to pay down its line of credit and for general corporate purposes. On July 6, 2018 , the Company’s joint venture in The Market at Estrella Falls , a 298,000 square foot community center in Goodyear , Arizona , sold the property for $49,100 , resulting in a gain on sale of assets of $12,598 . The Company's share of the gain of $2,996 was included in equity in income from unconsolidated joint ventures. The proceeds were used to pay off the $24,118 mortgage loan payable on the property, settle development obligations and for distributions to the partners. The Company used its share of the net proceeds for general corporate purposes. On August 31, 2018 , the Company completed the sale of a 75% ownership interest in Westside Pavilion , a 755,000 square foot regional shopping center in Los Angeles , California , for $142,500 , resulting in a gain on sale of assets of $46,242 . The sales price was funded by a cash payment of $36,903 and the assumption of a pro rata share of the mortgage note payable on the property of $105,597 . From March 1, 2018 to the completion of the sale, the Company accounted for its interest in Westside Pavilion as a collaborative arrangement (See Note 14 — Collaborative Arrangement ). Since completion of the sale, the Company has accounted for its ownership interest in Westside Pavilion under the equity method of accounting. On September 6, 2018 , the Company formed a 50 /50 joint venture with Simon Property Group to develop Los Angeles Premium Outlets , a 400,000 square foot outlet center in Carson, California. The joint venture expects to complete the first phase of the development in fall 2021. Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures. Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures: September 30, December 31, Assets(1): Property, net $ 9,212,359 $ 9,052,105 Other assets 717,509 635,838 Total assets $ 9,929,868 $ 9,687,943 Liabilities and partners' capital(1): Mortgage and other notes payable(2) $ 6,064,931 $ 5,296,594 Other liabilities 390,211 405,052 Company's capital 1,893,278 2,188,057 Outside partners' capital 1,581,448 1,798,240 Total liabilities and partners' capital $ 9,929,868 $ 9,687,943 Investments in unconsolidated joint ventures: Company's capital $ 1,893,278 $ 2,188,057 Basis adjustment(3) (543,403 ) (562,021 ) $ 1,349,875 $ 1,626,036 Assets—Investments in unconsolidated joint ventures $ 1,465,174 $ 1,709,522 Liabilities—Distributions in excess of investments in unconsolidated joint ventures (115,299 ) (83,486 ) $ 1,349,875 $ 1,626,036 (1) These amounts include the assets of $3,047,915 and $3,106,105 of Pacific Premier Retail LLC (the " PPR Portfolio ") as of September 30, 2018 and December 31, 2017 , respectively, and liabilities of $1,856,185 and $1,872,227 of the PPR Portfolio as of September 30, 2018 and December 31, 2017 , respectively. (2) Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $699,437 and $482,332 as of September 30, 2018 and December 31, 2017 , respectively. NML is considered a related party because it was a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza until October 12, 2018. Interest expense on these borrowings was $7,148 and $4,903 for the three months ended September 30, 2018 and 2017 , respectively, and $19,264 and $12,992 for the nine months ended September 30, 2018 and 2017 , respectively. (3) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $1,160 and $4,227 for the three months ended September 30, 2018 and 2017 , respectively, and $8,787 and $12,451 for the nine months ended September 30, 2018 and 2017 , respectively. Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures: PPR Portfolio Other Total Three Months Ended September 30, 2018 Revenues: Minimum rents $ 32,999 $ 123,799 $ 156,798 Percentage rents 1,012 4,591 5,603 Tenant recoveries 11,884 47,286 59,170 Other 991 13,081 14,072 Total revenues 46,886 188,757 235,643 Expenses: Shopping center and operating expenses 9,893 61,528 71,421 Interest expense 16,680 37,968 54,648 Depreciation and amortization 24,582 61,323 85,905 Total operating expenses 51,155 160,819 211,974 (Loss) gain on sale or write down of assets, net (47 ) 12,622 12,575 Net (loss) income $ (4,316 ) $ 40,560 $ 36,244 Company's equity in net (loss) income $ (148 ) $ 18,937 $ 18,789 Three Months Ended September 30, 2017 Revenues: Minimum rents $ 35,052 $ 123,663 $ 158,715 Percentage rents 903 3,953 4,856 Tenant recoveries 12,015 47,841 59,856 Other 1,713 12,329 14,042 Total revenues 49,683 187,786 237,469 Expenses: Shopping center and operating expenses 10,591 60,394 70,985 Interest expense 16,890 33,214 50,104 Depreciation and amortization 25,449 62,958 88,407 Total operating expenses 52,930 156,566 209,496 Gain on sale or write down of assets, net — 13,426 13,426 Net (loss) income $ (3,247 ) $ 44,646 $ 41,399 Company's equity in net income $ 620 $ 23,373 $ 23,993 PPR Portfolio Other Joint Ventures Total Nine Months Ended September 30, 2018 Revenues: Minimum rents $ 98,619 $ 375,447 $ 474,066 Percentage rents 1,713 7,664 9,377 Tenant recoveries 34,684 142,702 177,386 Other 3,252 39,145 42,397 Total revenues 138,268 564,958 703,226 Expenses: Shopping center and operating expenses 29,091 183,174 212,265 Interest expense 50,176 108,356 158,532 Depreciation and amortization 73,137 184,708 257,845 Total operating expenses 152,404 476,238 628,642 (Loss) gain on sale or write down of assets, net (47 ) 14,151 14,104 Net (loss) income $ (14,183 ) $ 102,871 $ 88,688 Company's equity in net (loss) income $ (1,021 ) $ 52,351 $ 51,330 Nine Months Ended September 30, 2017 Revenues: Minimum rents $ 100,633 $ 373,931 $ 474,564 Percentage rents 1,854 7,817 9,671 Tenant recoveries 34,827 141,875 176,702 Other 4,141 36,857 40,998 Total revenues 141,455 560,480 701,935 Expenses: Shopping center and operating expenses 30,062 181,475 211,537 Interest expense 50,291 98,469 148,760 Depreciation and amortization 76,527 187,927 264,454 Total operating expenses 156,880 467,871 624,751 (Loss) gain on sale or write down of assets, net (35 ) 18,005 17,970 Net (loss) income $ (15,460 ) $ 110,614 $ 95,154 Company's equity in net (loss) income $ (1,376 ) $ 58,148 $ 56,772 Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company. Collaborative Arrangement : On March 1, 2018 , the Company formed a 25 / 75 joint venture with a third party, whereby the Company agreed to contribute Westside Pavilion , a 755,000 square foot regional shopping center in Los Angeles , California in exchange for a cash payment of $142,500 . The Company completed the transfer on August 31, 2018 . During the period from March 1, 2018 to August 31, 2018 , the Company accounted for the operations of Westside Pavilion as a collaborative arrangement. Both partners shared operating control of the property and the Company was reimbursed by the outside partner for 75% of the carrying cost of the property, which were defined in the agreement as operating expenses in excess of revenues, debt service and capital expenditures. Accordingly, the Company reduced minimum rents, percentage rents, tenant recoveries, other revenue, shopping center and operating expenses and interest expense by its partner's 75% share and recorded a receivable due from its partner, which was settled upon completion of the transfer of the property. In addition, the Company was reimbursed by its partner for its 75% share of mortgage loan principal payments and capital expenditures during the period. Since completion of the transfer, the Company has accounted for its investment in Westside Pavilion under the equity method of accounting (See Note 4 — Investments in Unconsolidated Joint Ventures ). |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions: The following are recent dispositions of properties: On January 18, 2017 , the Company sold Cascade Mall , a 589,000 square foot regional shopping center in Burlington , Washington ; and Northgate Mall , a 750,000 square foot regional shopping center in San Rafael , California , in a combined transaction for $170,000 , resulting in a gain on the sale of assets of $59,698 . The proceeds were used to pay off the mortgage note payable on Northgate Mall and to repurchase shares of the Company's common stock under the 2017 Stock Buyback Program (See Note 13 — Stockholders' Equity ). On November 16, 2017 , the Company sold 500 North Michigan Avenue , a 326,000 square foot office building in Chicago , Illinois , for $86,350 , resulting in a gain on sale of assets of $14,597 . The Company used the proceeds from the sale to pay down its line of credit and for other general corporate purposes. On May 17, 2018 , the Company sold Promenade at Casa Grande , a 761,000 square foot community center in Casa Grande , Arizona , for $26,000 , resulting in a loss on sale of assets of $311 . The Company used the proceeds from the sale to pay down its line of credit and for other general corporate purposes. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2098, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease. Rent expense was $4,571 and $4,301 for the three months ended September 30, 2018 and 2017 , respectively, and $13,379 and $12,785 for the nine months ended September 30, 2018 and 2017 , respectively. No contingent rent was incurred during the three and nine months ended September 30, 2018 or 2017 . As of September 30, 2018 , the Company was contingently liable for $65,780 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company. The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the agreements. At September 30, 2018 , the Company had $8,894 in outstanding obligations which it believes will be settled in the next twelve months. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions: Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint ventures: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Management fees $ 4,971 $ 4,749 $ 14,366 $ 13,914 Development and leasing fees 3,970 3,385 10,895 11,376 $ 8,941 $ 8,134 $ 25,261 $ 25,290 Certain mortgage notes on the properties are held by NML (See Note 9 — Mortgage Notes Payable ). Interest expense in connection with these notes was $2,102 and $2,175 for the three months ended September 30, 2018 and 2017 , respectively, and $6,380 and $6,567 for the nine months ended September 30, 2018 and 2017 , respectively. Included in accounts payable and accrued expenses is interest payable on these notes of $699 and $716 at September 30, 2018 and December 31, 2017 , respectively. Interest (income) expense from related party transactions also includes $(1,028) and $2,101 for the three and nine months ended September 30, 2018 in connection with the Financing Arrangement (See Note 11 — Financing Arrangement ). Due from affiliates includes unreimbursed costs and fees from unconsolidated joint ventures due to the Management Companies. As of September 30, 2018 and December 31, 2017 , the amounts due from the unconsolidated joint ventures was $9,482 and $5,411 , respectively. In addition, due from affiliates at September 30, 2018 and December 31, 2017 included a note receivable from RED/303 LLC ("RED") that bears interest at 5.25% and matures on May 30, 2021. Interest income earned on this note was $55 and $66 for the three months ended September 30, 2018 and 2017 , respectively, and $172 and $204 for the nine months ended September 30, 2018 and 2017 , respectively. The balance on this note was $3,903 and $4,796 at September 30, 2018 and December 31, 2017 , respectively. RED is considered a related party because it is a partner in a joint venture development project. The note is collateralized by RED's membership interest in the development project. Also included in due from affiliates is a note receivable from Lennar Corporation that bears interest at LIBOR plus 2% and matures upon the completion of certain milestones in connection with the development of Fashion Outlets of San Francisco . Interest income earned on this note was $808 and $621 for the three months ended September 30, 2018 and 2017 , respectively, and $2,330 and $1,839 for the nine months ended September 30, 2018 and 2017 , respectively. The balance on this note was $74,285 and $71,955 at September 30, 2018 and December 31, 2017 , respectively. Lennar Corporation is considered a related party because it is a joint venture partner in Fashion Outlets of San Francisco . |
Share and Unit-Based Plans
Share and Unit-Based Plans | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share and Unit-Based Plans | Share and Unit-Based Plans: Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of units ("LTIP Units") in the Operating Partnership. Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one -unit for one -share basis. LTIP Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include both market-indexed awards and service-based awards. The market-indexed LTIP Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period. During the nine months ended September 30, 2018 , the Company granted the following LTIP Units: Grant Date Units Type Fair Value per LTIP Unit Vest Date 1/1/2018 65,466 Service-based $ 65.68 12/31/2020 1/1/2018 291,326 Market-indexed $ 44.28 12/31/2020 1/29/2018 13,632 Service-based $ 66.02 2/1/2022 1/29/2018 1,893 Service-based $ 66.02 12/31/2020 1/29/2018 7,775 Market-indexed $ 48.23 12/31/2020 3/2/2018 99,407 Service-based $ 59.04 3/2/2018 4/26/2018 89,637 Service-based $ 55.78 4/26/2018 569,136 The fair value of the market-indexed LTIP Units (Level 3) granted on January 1, 2018 were estimated on the date of grant using a Monte Carlo Simulation model that assumed a risk free interest rate of 1.98% and an expected volatility of 23.38% . The fair value of the market-indexed LTIP Units granted on January 29, 2018 were estimated on the date of grant using a Monte Carlo Simulation model that assumed a risk free interest rate of 2.25% and an expected volatility of 23.86% . The following table summarizes the activity of the non-vested LTIP Units, phantom stock units and stock units: LTIP Units Phantom Stock Units Stock Units Units Value(1) Units Value(1) Units Value(1) Balance at January 1, 2018 636,632 $ 52.36 4,054 $ 79.82 151,355 $ 73.32 Granted 569,136 51.78 8,765 61.46 87,193 58.85 Vested (189,044 ) 57.49 (10,581 ) 54.70 (108,201 ) 74.21 Forfeited (23,666 ) 44.28 (845 ) 77.91 — — Balance at September 30, 2018 993,058 $ 51.24 1,393 $ 66.79 130,347 $ 64.24 (1) Value represents the weighted average grant date fair value. The following table summarizes the activity of the stock appreciations rights ("SARs") and stock options outstanding: SARs Stock Options Units Value(1) Units Value(1) Balance at January 1, 2018 235,439 $ 53.83 35,565 $ 57.32 Granted — — — — Exercised (235,439 ) 53.83 — — Balance at September 30, 2018 — $ — 35,565 $ 57.32 (1) Value represents the weighted average exercise price. The following summarizes the compensation cost under the share and unit-based plans: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 LTIP Units $ 3,440 $ 5,269 $ 21,823 $ 24,892 Stock units 972 1,002 5,717 4,947 Stock options 32 34 94 53 Phantom stock units 172 185 585 545 $ 4,616 $ 6,490 $ 28,219 $ 30,437 The Company capitalized share and unit-based compensation costs of $1,062 and $983 for the three months ended September 30, 2018 and 2017 , respectively, and $5,575 and $5,278 for the nine months ended September 30, 2018 and 2017 , respectively. Unrecognized compensation costs of share and unit-based plans at September 30, 2018 consisted of $6,882 from LTIP Units, $3,023 from stock units, $83 from stock options and $40 from phantom stock units. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: The Company has made taxable REIT subsidiary elections for all of its corporate subsidiaries other than its qualified REIT subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes which are provided for in the Company's consolidated financial statements. The Company's primary TRSs include Macerich Management Company and Macerich Arizona Partners LLC. The income tax provision of the TRSs are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Current $ — $ — $ 439 $ — Deferred (466 ) (2,869 ) 1,360 178 Total income tax (expense) benefit $ (466 ) $ (2,869 ) $ 1,799 $ 178 The net operating loss carryforwards are currently scheduled to expire through 2037 , beginning in 2025 . Net deferred tax assets of $30,366 and $29,006 were included in deferred charges and other assets, net at September 30, 2018 and December 31, 2017 , respectively. The tax years 2014 through 2017 remain open to examination by the taxing jurisdictions to which the Company is subject. The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next twelve months. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events: On October 25, 2018 , the Company announced a dividend/distribution of $0.75 per share for common stockholders and OP Unit holders of record on November 9, 2018 . All dividends/distributions will be paid 100% in cash on December 3, 2018 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by an independent registered public accounting firm. The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership. In addition, the Operating Partnership has investments in a number of consolidated variable interest entities ("VIEs"). The Operating Partnership's consolidated VIEs included the following assets and liabilities: September 30, December 31, Assets: Property, net $ 264,946 $ 288,881 Other assets 27,579 60,586 Total assets $ 292,525 $ 349,467 Liabilities: Mortgage notes payable $ 126,279 $ 129,436 Other liabilities 40,634 72,705 Total liabilities $ 166,913 $ 202,141 All intercompany accounts and transactions have been eliminated in the consolidated financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 . In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for the interim periods have been made. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated balance sheet as of December 31, 2017 has been derived from the audited financial statements but does not include all disclosures required by GAAP. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2014-09, “Revenue From Contracts With Customers (ASC 606)," which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While the standard specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. The standard applies to the Company's recognition of management companies and other revenues. The Company's adoption of the standard on January 1, 2018 did not have an impact on the pattern of revenue recognition for management companies and other revenues. Additionally, under ASC 606, the Company changed its accounting for its joint venture in Chandler Freehold from a co-venture arrangement to a financing arrangement (See Note 11 — Financing Arrangement ). Upon adoption of the standard on January 1, 2018, the Company replaced its $31,150 distributions in excess of co-venture obligation (See Note 8 — Deferred Charges and Other Assets, net ) with a financing arrangement obligation of $393,709 on its consolidated balance sheets. This resulted in the recognition of a $424,859 increase in the Company’s accumulated deficit as a cumulative effect adjustment under the modified retrospective method of adoption. In February 2016, the FASB issued ASU 2016-02, which sets out principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under existing standards, certain of these costs are capitalizable and therefore this new standard may result in certain of these costs being expensed as incurred after adoption. Under the standard, lessees apply a dual approach, classifying leases as either finance or operating leases. A lessee is required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their lease classification. The Company is a lessee on ground leases at certain properties, on certain office space leases and on certain other improvements and equipment. The standard is effective for the Company under a modified retrospective approach beginning January 1, 2019. The FASB has provided a transition package of practical expedients for implementation, which include (i) relief from re-assessing whether an expired or existing contract meets the definition of a lease, (ii) relief from re-assessing the classification of expired or existing leases at the adoption date and (iii) allowing previously capitalized initial direct leasing costs to continue to be amortized. In July 2018, the FASB issued ASU 2018-11, “Leases: Targeted improvements”, which provides companies with an additional transition option that would permit the application of the standard as of the adoption date rather than to all periods presented. The Company plans to utilize this transition option when it adopts the new standard on January 1, 2019 and also plans to elect to use the transition practical expedients package available to the Company under the new standard. Recent Accounting Pronouncements: (Continued) Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, the Company will no longer be able to capitalize internal leasing costs and instead will be required to expense these costs as incurred. The Company capitalized internal leasing costs of $5,141 and $5,376 during the three months ended September 30, 2018 and 2017, respectively, and $16,928 and $17,075 during the nine months ended September 30, 2018 and 2017, respectively. For leases where the Company is the lessee, the adoption of the standard will significantly change the accounting on the Company's consolidated balance sheets since these leases will be required to be recorded on the Company’s consolidated balance sheets as an obligation of the Company. Existing leases executed before the January 1, 2019 adoption date will continue to be accounted for as operating leases and the new guidance will not have a material impact on the Company's recognition of lease expense. On November 17, 2016, the FASB issued ASU 2016-18, “Restricted Cash,” which requires that the statement of cash flows explain the change during a reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. This standard states that transfers between cash, cash equivalents, and restricted cash are not part of the entity’s operating, investing, and financing activities. Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. On January 1, 2018, the Company adopted the standard and retrospectively applied the guidance of the standard to the prior period presented, which resulted in an increase of $785 in net cash provided by investing activities on its consolidated statements of cash flows for the nine months ended September 30, 2017 . The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows: For the Nine Months Ended September 30, 2018 2017 Beginning of period Cash and cash equivalents $ 91,038 $ 94,046 Restricted cash 52,067 49,951 Cash, cash equivalents and restricted cash $ 143,105 $ 143,997 End of period Cash and cash equivalents $ 93,479 $ 71,088 Restricted cash 50,621 50,736 Cash, cash equivalents and restricted cash $ 144,100 $ 121,824 On January 5, 2017, the FASB issued ASU 2017-01, “Business Combinations,” which clarifies the definition of a business. The objective of the standard is to add further guidance that assists entities in evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the set of transferred assets and activities are not a business and should be treated as an asset acquisition. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The primary difference between business combinations and asset acquisitions is the recognition of transaction costs, which are expensed as period costs for business combinations and capitalized for asset acquisitions. The Company's adoption of this standard on January 1, 2018 did not have a significant impact on its consolidated financial statements. Recent Accounting Pronouncements: (Continued) In February 2017, the FASB issued ASU No. 2017-05, “Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,” which clarifies the scope of asset derecognition and adds further guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. The Company has concluded that property sales represent transactions with non-customers. Sales of property generally represent only one performance obligation and are recognized when an enforceable contract is in place, collectability is ensured and control is transferred to the buyer. As a result of the adoption of the standard on January 1, 2018, the Company will prospectively measure the noncontrolling interest retained in partial sale transactions of real estate at fair value. In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” which aims to (i) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (ii) reduce the complexity of and simplify the application of hedge accounting by preparers. The standard is effective for the Company beginning January 1, 2019, with early adoption permitted. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of variable interest entities | The Operating Partnership's consolidated VIEs included the following assets and liabilities: September 30, December 31, Assets: Property, net $ 264,946 $ 288,881 Other assets 27,579 60,586 Total assets $ 292,525 $ 349,467 Liabilities: Mortgage notes payable $ 126,279 $ 129,436 Other liabilities 40,634 72,705 Total liabilities $ 166,913 $ 202,141 |
Schedule of cash, cash equivalents and restricted cash | The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows: For the Nine Months Ended September 30, 2018 2017 Beginning of period Cash and cash equivalents $ 91,038 $ 94,046 Restricted cash 52,067 49,951 Cash, cash equivalents and restricted cash $ 143,105 $ 143,997 End of period Cash and cash equivalents $ 93,479 $ 71,088 Restricted cash 50,621 50,736 Cash, cash equivalents and restricted cash $ 144,100 $ 121,824 |
Earnings per Share ("EPS") (Tab
Earnings per Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of numerator and denominator used in computation of earnings per share | The following table reconciles the numerator and denominator used in the computation of EPS for the three and nine months ended September 30, 2018 and 2017 (shares in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator Net income $ 81,241 $ 19,228 $ 55,726 $ 123,089 Less net income attributable to noncontrolling interests 7,213 1,730 7,455 9,710 Net income attributable to the Company 74,028 17,498 48,271 113,379 Allocation of earnings to participating securities (278 ) (193 ) (824 ) (567 ) Numerator for basic and diluted EPS—net income attributable to common stockholders $ 73,750 $ 17,305 $ 47,447 $ 112,812 Denominator Denominator for basic EPS—weighted average number of common shares outstanding 141,196 141,299 141,120 142,188 Effect of dilutive securities(1): Share and unit-based compensation plans — 11 5 35 Denominator for diluted EPS—weighted average number of common shares outstanding 141,196 141,310 141,125 142,223 EPS—net income attributable to common stockholders: Basic $ 0.52 $ 0.12 $ 0.34 $ 0.79 Diluted $ 0.52 $ 0.12 $ 0.34 $ 0.79 (1) Diluted EPS excludes 90,619 convertible preferred partnership units for the three and nine months ended September 30, 2018 and 2017 , as their impact was antidilutive. Diluted EPS excludes 10,377,936 and 10,324,376 Operating Partnership units ("OP Units") for the three months ended September 30, 2018 and 2017 , respectively, and 10,355,946 and 10,479,806 OP Units for the nine months ended September 30, 2018 and 2017 , respectively, as their impact was antidilutive. |
Investments in Unconsolidated_2
Investments in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Combined and condensed balance sheets of unconsolidated joint ventures | Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures: September 30, December 31, Assets(1): Property, net $ 9,212,359 $ 9,052,105 Other assets 717,509 635,838 Total assets $ 9,929,868 $ 9,687,943 Liabilities and partners' capital(1): Mortgage and other notes payable(2) $ 6,064,931 $ 5,296,594 Other liabilities 390,211 405,052 Company's capital 1,893,278 2,188,057 Outside partners' capital 1,581,448 1,798,240 Total liabilities and partners' capital $ 9,929,868 $ 9,687,943 Investments in unconsolidated joint ventures: Company's capital $ 1,893,278 $ 2,188,057 Basis adjustment(3) (543,403 ) (562,021 ) $ 1,349,875 $ 1,626,036 Assets—Investments in unconsolidated joint ventures $ 1,465,174 $ 1,709,522 Liabilities—Distributions in excess of investments in unconsolidated joint ventures (115,299 ) (83,486 ) $ 1,349,875 $ 1,626,036 (1) These amounts include the assets of $3,047,915 and $3,106,105 of Pacific Premier Retail LLC (the " PPR Portfolio ") as of September 30, 2018 and December 31, 2017 , respectively, and liabilities of $1,856,185 and $1,872,227 of the PPR Portfolio as of September 30, 2018 and December 31, 2017 , respectively. (2) Included in mortgage and other notes payable are amounts due to an affiliate of Northwestern Mutual Life ("NML") of $699,437 and $482,332 as of September 30, 2018 and December 31, 2017 , respectively. NML is considered a related party because it was a joint venture partner with the Company in Macerich Northwestern Associates—Broadway Plaza until October 12, 2018. Interest expense on these borrowings was $7,148 and $4,903 for the three months ended September 30, 2018 and 2017 , respectively, and $19,264 and $12,992 for the nine months ended September 30, 2018 and 2017 , respectively. (3) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was $1,160 and $4,227 for the three months ended September 30, 2018 and 2017 , respectively, and $8,787 and $12,451 for the nine months ended September 30, 2018 and 2017 , respectively. |
Combined and condensed statements of operations of unconsolidated joint ventures | Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures: PPR Portfolio Other Total Three Months Ended September 30, 2018 Revenues: Minimum rents $ 32,999 $ 123,799 $ 156,798 Percentage rents 1,012 4,591 5,603 Tenant recoveries 11,884 47,286 59,170 Other 991 13,081 14,072 Total revenues 46,886 188,757 235,643 Expenses: Shopping center and operating expenses 9,893 61,528 71,421 Interest expense 16,680 37,968 54,648 Depreciation and amortization 24,582 61,323 85,905 Total operating expenses 51,155 160,819 211,974 (Loss) gain on sale or write down of assets, net (47 ) 12,622 12,575 Net (loss) income $ (4,316 ) $ 40,560 $ 36,244 Company's equity in net (loss) income $ (148 ) $ 18,937 $ 18,789 Three Months Ended September 30, 2017 Revenues: Minimum rents $ 35,052 $ 123,663 $ 158,715 Percentage rents 903 3,953 4,856 Tenant recoveries 12,015 47,841 59,856 Other 1,713 12,329 14,042 Total revenues 49,683 187,786 237,469 Expenses: Shopping center and operating expenses 10,591 60,394 70,985 Interest expense 16,890 33,214 50,104 Depreciation and amortization 25,449 62,958 88,407 Total operating expenses 52,930 156,566 209,496 Gain on sale or write down of assets, net — 13,426 13,426 Net (loss) income $ (3,247 ) $ 44,646 $ 41,399 Company's equity in net income $ 620 $ 23,373 $ 23,993 PPR Portfolio Other Joint Ventures Total Nine Months Ended September 30, 2018 Revenues: Minimum rents $ 98,619 $ 375,447 $ 474,066 Percentage rents 1,713 7,664 9,377 Tenant recoveries 34,684 142,702 177,386 Other 3,252 39,145 42,397 Total revenues 138,268 564,958 703,226 Expenses: Shopping center and operating expenses 29,091 183,174 212,265 Interest expense 50,176 108,356 158,532 Depreciation and amortization 73,137 184,708 257,845 Total operating expenses 152,404 476,238 628,642 (Loss) gain on sale or write down of assets, net (47 ) 14,151 14,104 Net (loss) income $ (14,183 ) $ 102,871 $ 88,688 Company's equity in net (loss) income $ (1,021 ) $ 52,351 $ 51,330 Nine Months Ended September 30, 2017 Revenues: Minimum rents $ 100,633 $ 373,931 $ 474,564 Percentage rents 1,854 7,817 9,671 Tenant recoveries 34,827 141,875 176,702 Other 4,141 36,857 40,998 Total revenues 141,455 560,480 701,935 Expenses: Shopping center and operating expenses 30,062 181,475 211,537 Interest expense 50,291 98,469 148,760 Depreciation and amortization 76,527 187,927 264,454 Total operating expenses 156,880 467,871 624,751 (Loss) gain on sale or write down of assets, net (35 ) 18,005 17,970 Net (loss) income $ (15,460 ) $ 110,614 $ 95,154 Company's equity in net (loss) income $ (1,376 ) $ 58,148 $ 56,772 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following derivatives were outstanding at September 30, 2018 : Property Notional Amount Product LIBOR Rate Maturity Fair Value Santa Monica Place $ 300,000 Cap 4.00 % 12/9/2019 $ 1 The Macerich Partnership, L.P. $ 400,000 Swap 2.85 % 9/14/2021 $ 173 |
Property, net (Tables)
Property, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Components of property | Property, net consists of the following: September 30, December 31, Land $ 1,521,252 $ 1,567,152 Buildings and improvements 6,308,628 6,385,035 Tenant improvements 659,402 620,352 Equipment and furnishings 186,377 187,998 Construction in progress 176,976 366,996 8,852,635 9,127,533 Less accumulated depreciation (2,031,597 ) (2,018,303 ) $ 6,821,038 $ 7,109,230 |
Assets measured on a nonrecurring basis | The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of impairment losses recorded for the nine months ended September 30, 2018 as described above: Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets Significant Other Unobservable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) September 30, 2018 $ 72,700 $ — $ 72,700 $ — |
Deferred Charges and Other As_2
Deferred Charges and Other Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of deferred charges and other assets, net | Deferred charges and other assets, net consist of the following: September 30, December 31, Leasing $ 223,811 $ 232,819 Intangible assets: In-place lease values 95,807 108,432 Leasing commissions and legal costs 24,140 25,958 Above-market leases 149,283 164,040 Deferred tax assets 30,366 29,006 Deferred compensation plan assets 50,939 52,221 Distributions in excess of co-venture obligation(1) — 31,150 Other assets 60,465 66,990 634,811 710,616 Less accumulated amortization(2) (247,362 ) (261,426 ) $ 387,449 $ 449,190 (1) See Note 11 — Financing Arrangement . (2) Accumulated amortization includes $70,627 and $74,507 relating to in-place lease values, leasing commissions and legal costs at September 30, 2018 and December 31, 2017 , respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $3,114 and $4,206 for the three months ended September 30, 2018 and 2017 , respectively, and $10,504 and $15,755 for the nine months ended September 30, 2018 and 2017 , respectively. |
Allocated values of above-market leases and below-market leases | The allocated values of above-market leases and below-market leases consist of the following: September 30, December 31, Above-Market Leases Original allocated value $ 149,283 $ 164,040 Less accumulated amortization (54,688 ) (60,210 ) $ 94,595 $ 103,830 Below-Market Leases(1) Original allocated value $ 108,568 $ 120,573 Less accumulated amortization (53,955 ) (55,489 ) $ 54,613 $ 65,084 (1) Below-market leases are included in other accrued liabilities. |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Mortgage notes payable | Mortgage notes payable at September 30, 2018 and December 31, 2017 consist of the following: Carrying Amount of Mortgage Notes(1) September 30, 2018 December 31, 2017 Property Pledged as Collateral Related Party Other Related Party Other Effective Interest Rate(2) Monthly Debt Service(3) Maturity Date(4) Chandler Fashion Center(5) $ — $ 199,954 $ — $ 199,904 3.77 % $ 625 2019 Danbury Fair Mall 101,977 101,977 104,599 104,598 5.53 % 1,538 2020 Fashion Outlets of Chicago(6) — 199,541 — 199,298 3.76 % 600 2020 Fashion Outlets of Niagara Falls USA — 110,448 — 112,770 4.89 % 727 2020 Freehold Raceway Mall(5) — 398,171 — 398,050 3.94 % 1,300 2029 Fresno Fashion Fair — 323,410 — 323,261 3.67 % 971 2026 Green Acres Commons(7) — 127,776 — 107,219 4.81 % 460 2021 Green Acres Mall — 286,386 — 291,366 3.61 % 1,447 2021 Kings Plaza Shopping Center — 439,695 — 447,231 3.67 % 2,229 2019 Oaks, The — 193,229 — 196,732 4.14 % 1,064 2022 Pacific View — 122,132 — 124,397 4.08 % 668 2022 Queens Center — 600,000 — 600,000 3.49 % 1,744 2025 Santa Monica Place(8) — 296,882 — 296,366 3.76 % 865 2022 SanTan Village Regional Center — 122,376 — 124,703 3.14 % 589 2019 Towne Mall — 20,842 — 21,161 4.48 % 117 2022 Tucson La Encantada 65,770 — 66,970 — 4.23 % 368 2022 Victor Valley, Mall of — 114,660 — 114,617 4.00 % 380 2024 Vintage Faire Mall — 259,635 — 263,818 3.55 % 1,256 2026 Westside Pavilion(9) — — — 141,020 $ 167,747 $ 3,917,114 $ 171,569 $ 4,066,511 (1) The mortgage notes payable balances includes an unamortized debt premium. Debt premiums represent the excess of the fair value of debt over the principal value of debt assumed in various acquisitions and are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. The loan on Fashion Outlets of Niagara Falls USA had a premium of $1,934 and $2,630 at September 30, 2018 and December 31, 2017 , respectively. The mortgage notes payable also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $14,232 and $17,838 at September 30, 2018 and December 31, 2017 , respectively. (2) The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs. (3) The monthly debt service represents the payment of principal and interest. (4) The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met. (5) A 49.9% interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 11 — Financing Arrangement ). (6) The loan bears interest at LIBOR plus 1.50% . At September 30, 2018 and December 31, 2017 , the total interest rate was 3.76% and 3.02% , respectively. (7) On March 1, 2018 , the Company borrowed the remaining $20,000 available under the loan agreement on the property. The loan bears interest at LIBOR plus 2.15% . At September 30, 2018 and December 31, 2017 , the total interest rate was 4.81% and 4.07% , respectively. (8) The loan bears interest at LIBOR plus 1.35% . The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2019 (See Note 5 — Derivative Instruments and Hedging Activities ). At September 30, 2018 and December 31, 2017 , the total interest rate was 3.76% and 3.13% , respectively. (9) On August 31, 2018 , a 75% interest in the loan was assumed by a third party in connection with the sale of a 75% ownership interest in the underlying property (See Note 4 — Investments in Unconsolidated Joint Ventures ). |
Financing Arrangement (Tables)
Financing Arrangement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Co-Venture Arrangement [Abstract] | |
Financing arrangement activity | During the three and nine months ended September 30, 2018 and 2017 , the Company incurred interest (income) expense in connection with the financing arrangement as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Distributions of the partner's share of net income $ 2,111 $ — $ 6,577 $ — Distributions in excess of the partner's share of net income 1,754 — 4,803 — Adjustment to fair value of financing arrangement obligation (4,893 ) — (9,279 ) — $ (1,028 ) $ — $ 2,101 $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of fees charged to unconsolidated joint ventures | The following are fees charged to unconsolidated joint ventures: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Management fees $ 4,971 $ 4,749 $ 14,366 $ 13,914 Development and leasing fees 3,970 3,385 10,895 11,376 $ 8,941 $ 8,134 $ 25,261 $ 25,290 |
Share and Unit-Based Plans (Tab
Share and Unit-Based Plans (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of activity of non-vested LTIP Units, stock awards, phantom stock and stock units | The following table summarizes the activity of the non-vested LTIP Units, phantom stock units and stock units: LTIP Units Phantom Stock Units Stock Units Units Value(1) Units Value(1) Units Value(1) Balance at January 1, 2018 636,632 $ 52.36 4,054 $ 79.82 151,355 $ 73.32 Granted 569,136 51.78 8,765 61.46 87,193 58.85 Vested (189,044 ) 57.49 (10,581 ) 54.70 (108,201 ) 74.21 Forfeited (23,666 ) 44.28 (845 ) 77.91 — — Balance at September 30, 2018 993,058 $ 51.24 1,393 $ 66.79 130,347 $ 64.24 (1) Value represents the weighted average grant date fair value. During the nine months ended September 30, 2018 , the Company granted the following LTIP Units: Grant Date Units Type Fair Value per LTIP Unit Vest Date 1/1/2018 65,466 Service-based $ 65.68 12/31/2020 1/1/2018 291,326 Market-indexed $ 44.28 12/31/2020 1/29/2018 13,632 Service-based $ 66.02 2/1/2022 1/29/2018 1,893 Service-based $ 66.02 12/31/2020 1/29/2018 7,775 Market-indexed $ 48.23 12/31/2020 3/2/2018 99,407 Service-based $ 59.04 3/2/2018 4/26/2018 89,637 Service-based $ 55.78 4/26/2018 569,136 |
Summary of activity of SARs and stock options outstanding | The following table summarizes the activity of the stock appreciations rights ("SARs") and stock options outstanding: SARs Stock Options Units Value(1) Units Value(1) Balance at January 1, 2018 235,439 $ 53.83 35,565 $ 57.32 Granted — — — — Exercised (235,439 ) 53.83 — — Balance at September 30, 2018 — $ — 35,565 $ 57.32 (1) Value represents the weighted average exercise price. |
Compensation cost under the share and unit-based plans | The following summarizes the compensation cost under the share and unit-based plans: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 LTIP Units $ 3,440 $ 5,269 $ 21,823 $ 24,892 Stock units 972 1,002 5,717 4,947 Stock options 32 34 94 53 Phantom stock units 172 185 585 545 $ 4,616 $ 6,490 $ 28,219 $ 30,437 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax benefit of TRSs | The income tax provision of the TRSs are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Current $ — $ — $ 439 $ — Deferred (466 ) (2,869 ) 1,360 178 Total income tax (expense) benefit $ (466 ) $ (2,869 ) $ 1,799 $ 178 |
Organization (Details)
Organization (Details) - entity | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Number of management companies (in entities) | 7 | |
Macerich | The Macerich Partnership, L.P. | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Ownership interest in operating partnership | 93.00% | 93.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Variable Interest Entities (Details) - Operating Partnership - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 292,525 | $ 349,467 |
Total liabilities | 166,913 | 202,141 |
Property, net | ||
Variable Interest Entity [Line Items] | ||
Total assets | 264,946 | 288,881 |
Other assets | ||
Variable Interest Entity [Line Items] | ||
Total assets | 27,579 | 60,586 |
Mortgage notes payable | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | 126,279 | 129,436 |
Other liabilities | ||
Variable Interest Entity [Line Items] | ||
Total liabilities | $ 40,634 | $ 72,705 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | |||||||
Costs related to shareholder activism | $ 0 | $ 19,369 | $ 0 | $ 19,369 | $ 0 | ||
Distributions in excess of co-venture obligation | 0 | 0 | $ 31,150 | ||||
Financing arrangement obligation | 384,431 | 384,431 | 0 | ||||
Accumulated deficit | (1,520,209) | (1,520,209) | $ (830,279) | ||||
Capitalized internal leasing costs | $ 5,141 | $ 5,376 | 16,928 | 17,075 | |||
Increase in net cash provided by investing activities | $ 256,159 | 164,691 | |||||
ASU 2016-18 | |||||||
Variable Interest Entity [Line Items] | |||||||
Increase in net cash provided by investing activities | $ 785 | ||||||
Joint Venture | Chandler Freehold | Difference between revenue guidance in effect before and after topic 606 | ASU 2014-09 | Financing Arrangement | |||||||
Variable Interest Entity [Line Items] | |||||||
Financing arrangement obligation | $ 393,709 | ||||||
Accumulated deficit | 424,859 | ||||||
Joint Venture | Chandler Freehold | |||||||
Variable Interest Entity [Line Items] | |||||||
Distributions in excess of co-venture obligation | $ 31,150 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 93,479 | $ 91,038 | $ 71,088 | $ 94,046 |
Restricted cash | 50,621 | 52,067 | 50,736 | 49,951 |
Cash, cash equivalents and restricted cash | $ 144,100 | $ 143,105 | $ 121,824 | $ 143,997 |
Earnings per Share ("EPS") (Det
Earnings per Share ("EPS") (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net income | $ 81,241 | $ 19,228 | $ 55,726 | $ 123,089 |
Less net income attributable to noncontrolling interests | 7,213 | 1,730 | 7,455 | 9,710 |
Net income attributable to the Company | 74,028 | 17,498 | 48,271 | 113,379 |
Allocation of earnings to participating securities | (278) | (193) | (824) | (567) |
Numerator for basic and diluted EPS—net income attributable to common stockholders | $ 73,750 | $ 17,305 | $ 47,447 | $ 112,812 |
Denominator | ||||
Denominator for basic EPS—weighted average number of common shares outstanding (in shares) | 141,196,000 | 141,299,000 | 141,120,000 | 142,188,000 |
Effect of dilutive securities: | ||||
Share and unit-based compensation plans (in shares) | 0 | 11,000 | 5,000 | 35,000 |
Denominator for diluted EPS—weighted average number of common shares outstanding (in shares) | 141,196,000 | 141,310,000 | 141,125,000 | 142,223,000 |
EPS—net income attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.52 | $ 0.12 | $ 0.34 | $ 0.79 |
Diluted (in dollars per share) | $ 0.52 | $ 0.12 | $ 0.34 | $ 0.79 |
Convertible non-participating preferred units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from Diluted EPS (in shares) | 90,619 | 90,619 | 90,619 | 90,619 |
Partnership unit | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from Diluted EPS (in shares) | 10,377,936 | 10,324,376 | 10,355,946 | 10,479,806 |
Investments in Unconsolidated_3
Investments in Unconsolidated Joint Ventures - Narrative (Details) ft² in Thousands, $ in Thousands | Aug. 31, 2018USD ($)ft² | Jul. 06, 2018USD ($)ft² | Feb. 16, 2018USD ($) | Dec. 14, 2017USD ($) | Sep. 18, 2017USD ($) | Mar. 17, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 06, 2018ft² | Mar. 01, 2018 |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Proceeds from sale | $ 142,500 | ||||||||||
Outside partner interest of the operating partnership | 75.00% | ||||||||||
Proceeds received in disposition of property | $ 36,305 | $ 0 | |||||||||
Ownership percentage | 25.00% | ||||||||||
Country Club Plaza | Office building | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain on sale of building | $ 2,290 | ||||||||||
Fashion District Philadelphia | Office building | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain on sale of building | $ 2,773 | $ 6,713 | |||||||||
Westcor/Queen Creek LLC | Land | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain sale of land | $ 5,436 | ||||||||||
The Market at Estrella Falls | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain on sale of building | $ 2,996 | ||||||||||
Joint Venture | Los Angeles Premium Outlets | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Property area (in square feet) | ft² | 400 | ||||||||||
Ownership percentage | 50.00% | ||||||||||
Joint Venture | Country Club Plaza | Office building | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Proceeds from sale of building | 78,000 | ||||||||||
Gain on sale of building | $ 4,580 | ||||||||||
Joint Venture | Fashion District Philadelphia | Office building | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Proceeds from sale of building | 41,800 | 61,500 | |||||||||
Gain on sale of building | $ 5,545 | $ 13,426 | |||||||||
Joint Venture | Westcor/Queen Creek LLC | Land | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenues | 30,491 | ||||||||||
Gain sale of land | $ 14,853 | ||||||||||
Joint Venture | The Market at Estrella Falls | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain on sale of building | $ 12,598 | ||||||||||
Property area (in square feet) | ft² | 298 | ||||||||||
Proceeds from sale | $ 49,100 | ||||||||||
Repayments of debt | $ 24,118 | ||||||||||
Joint Venture | Westside Pavilion | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Gain on sale of building | $ 46,242 | $ 46,242 | $ 46,242 | ||||||||
Property area (in square feet) | ft² | 755 | ||||||||||
Proceeds from sale | $ 36,903 | ||||||||||
Outside partner interest of the operating partnership | 75.00% | ||||||||||
Proceeds received in disposition of property | $ 142,500 | ||||||||||
Assumption of mortgage notes payable | $ 105,597 | ||||||||||
Ownership percentage | 75.00% | 75.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Joint Ventures - Combined Condensed Balance Sheets of unconsolidated joint ventures (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Property, net | $ 9,212,359 | $ 9,052,105 |
Other assets | 717,509 | 635,838 |
Total assets | 9,929,868 | 9,687,943 |
Liabilities and partners' capital: | ||
Mortgage and other notes payable | 6,064,931 | 5,296,594 |
Other liabilities | 390,211 | 405,052 |
Company's capital | 1,893,278 | 2,188,057 |
Outside partners' capital | 1,581,448 | 1,798,240 |
Total liabilities and partners' capital | 9,929,868 | 9,687,943 |
Investments in unconsolidated joint ventures: | ||
Company's capital | 1,893,278 | 2,188,057 |
Basis adjustment | (543,403) | (562,021) |
Investments in unconsolidated joint ventures | 1,349,875 | 1,626,036 |
Assets—Investments in unconsolidated joint ventures | 1,465,174 | 1,709,522 |
Liabilities—Distributions in excess of investments in unconsolidated joint ventures | (115,299) | (83,486) |
Investments in unconsolidated joint ventures | $ 1,349,875 | $ 1,626,036 |
Investments in Unconsolidated_5
Investments in Unconsolidated Joint Ventures - Balance Sheet footnotes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||
Total assets | $ 9,929,868 | $ 9,929,868 | $ 9,687,943 | ||
Amortization of difference between cost of investments and book value of underlying equity | 1,160 | $ 4,227 | 8,787 | $ 12,451 | |
NML | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Mortgage notes payable to affiliate | 699,437 | 699,437 | 482,332 | ||
Interest expense on borrowings from related party | 7,148 | $ 4,903 | 19,264 | $ 12,992 | |
PPR Portfolio | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total assets | 3,047,915 | 3,047,915 | 3,106,105 | ||
Total liabilities | $ 1,856,185 | $ 1,856,185 | $ 1,872,227 |
Investments in Unconsolidated_6
Investments in Unconsolidated Joint Ventures - Combined Condensed Statements of Operations of unconsolidated joint ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Minimum rents | $ 156,798 | $ 158,715 | $ 474,066 | $ 474,564 |
Percentage rents | 5,603 | 4,856 | 9,377 | 9,671 |
Tenant recoveries | 59,170 | 59,856 | 177,386 | 176,702 |
Other | 14,072 | 14,042 | 42,397 | 40,998 |
Total revenues | 235,643 | 237,469 | 703,226 | 701,935 |
Expenses: | ||||
Shopping center and operating expenses | 71,421 | 70,985 | 212,265 | 211,537 |
Interest expense | 54,648 | 50,104 | 158,532 | 148,760 |
Depreciation and amortization | 85,905 | 88,407 | 257,845 | 264,454 |
Total operating expenses | 211,974 | 209,496 | 628,642 | 624,751 |
(Loss) gain on sale or write down of assets, net | 12,575 | 13,426 | 14,104 | 17,970 |
Net (loss) income | 36,244 | 41,399 | 88,688 | 95,154 |
Company's equity in net (loss) income | 18,789 | 23,993 | 51,330 | 56,772 |
PPR Portfolio | ||||
Revenues: | ||||
Minimum rents | 32,999 | 35,052 | 98,619 | 100,633 |
Percentage rents | 1,012 | 903 | 1,713 | 1,854 |
Tenant recoveries | 11,884 | 12,015 | 34,684 | 34,827 |
Other | 991 | 1,713 | 3,252 | 4,141 |
Total revenues | 46,886 | 49,683 | 138,268 | 141,455 |
Expenses: | ||||
Shopping center and operating expenses | 9,893 | 10,591 | 29,091 | 30,062 |
Interest expense | 16,680 | 16,890 | 50,176 | 50,291 |
Depreciation and amortization | 24,582 | 25,449 | 73,137 | 76,527 |
Total operating expenses | 51,155 | 52,930 | 152,404 | 156,880 |
(Loss) gain on sale or write down of assets, net | (47) | 0 | (47) | (35) |
Net (loss) income | (4,316) | (3,247) | (14,183) | (15,460) |
Company's equity in net (loss) income | (148) | 620 | (1,021) | (1,376) |
Other Joint Ventures | ||||
Revenues: | ||||
Minimum rents | 123,799 | 123,663 | 375,447 | 373,931 |
Percentage rents | 4,591 | 3,953 | 7,664 | 7,817 |
Tenant recoveries | 47,286 | 47,841 | 142,702 | 141,875 |
Other | 13,081 | 12,329 | 39,145 | 36,857 |
Total revenues | 188,757 | 187,786 | 564,958 | 560,480 |
Expenses: | ||||
Shopping center and operating expenses | 61,528 | 60,394 | 183,174 | 181,475 |
Interest expense | 37,968 | 33,214 | 108,356 | 98,469 |
Depreciation and amortization | 61,323 | 62,958 | 184,708 | 187,927 |
Total operating expenses | 160,819 | 156,566 | 476,238 | 467,871 |
(Loss) gain on sale or write down of assets, net | 12,622 | 13,426 | 14,151 | 18,005 |
Net (loss) income | 40,560 | 44,646 | 102,871 | 110,614 |
Company's equity in net (loss) income | $ 18,937 | $ 23,373 | $ 52,351 | $ 58,148 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Interest rate cap/swap agreements | $ 175 | $ 0 | $ 184 | $ 0 |
Level 2 measurement | Cap | ||||
Derivatives, Fair Value [Line Items] | ||||
Notional Amount | $ 300,000 | $ 300,000 | ||
LIBOR Rate | 4.00% | 4.00% | ||
Fair Value | $ 1 | $ 1 | ||
Level 2 measurement | Swap | ||||
Derivatives, Fair Value [Line Items] | ||||
Notional Amount | $ 400,000 | $ 400,000 | ||
LIBOR Rate | 2.85% | 2.85% | ||
Fair Value | $ 173 | $ 173 |
Property, net - Components of p
Property, net - Components of property (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real Estate [Abstract] | ||
Land | $ 1,521,252 | $ 1,567,152 |
Buildings and improvements | 6,308,628 | 6,385,035 |
Tenant improvements | 659,402 | 620,352 |
Equipment and furnishings | 186,377 | 187,998 |
Construction in progress | 176,976 | 366,996 |
Total | 8,852,635 | 9,127,533 |
Less accumulated depreciation | (2,031,597) | (2,018,303) |
Property, net | $ 6,821,038 | $ 7,109,230 |
Property, net - Narrative (Deta
Property, net - Narrative (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 01, 2018 |
Real Estate [Abstract] | ||||||
Depreciation expense | $ 69,237 | $ 69,343 | $ 204,031 | $ 207,663 | ||
Property, Plant and Equipment [Line Items] | ||||||
Gain (loss) on sale or write down of assets, net | 46,516 | (11,854) | (514) | 37,234 | ||
Outside partner interest of the operating partnership | 75.00% | |||||
Write down of investment | (10,138) | |||||
South Park Mall | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment loss | 36,338 | |||||
Two freestanding stores | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment loss | 7,494 | |||||
Southridge Center | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment loss | $ 12,036 | 1,695 | 12,036 | |||
Promenade at Casa Grande | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gain (loss) on sale or write down of assets, net | (311) | |||||
Impairment loss | 1,043 | |||||
Cascade and Northgate Malls | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gain (loss) on disposal | $ 59,698 | |||||
Joint Venture | Westside Pavilion | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gain on sale | $ 46,242 | $ 46,242 | $ 46,242 | |||
Outside partner interest of the operating partnership | 75.00% |
Property, net - Assets measured
Property, net - Assets measured on a nonrecurring basis (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | $ 72,700 |
Fair value measurements on a nonrecurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | 0 |
Fair value measurements on a nonrecurring basis | Significant Other Unobservable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | 72,700 |
Fair value measurements on a nonrecurring basis | Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets | $ 0 |
Tenant and Other Receivables,_2
Tenant and Other Receivables, net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Loans and Leases Receivable Disclosure [Abstract] | ||
Allowance for doubtful accounts | $ 3,139 | $ 2,786 |
Components of tenant and other receivables, net | ||
Deferred rent receivable due to straight-line rent adjustments | 69,664 | 61,859 |
Accrued percentage rents | ||
Components of tenant and other receivables, net | ||
Accounts receivable | $ 2,439 | $ 8,711 |
Deferred Charges and Other As_3
Deferred Charges and Other Assets, net - Schedule of deferred charges and other assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Leasing | $ 223,811 | $ 223,811 | $ 232,819 | ||
Intangible assets: | |||||
In-place lease values | 95,807 | 95,807 | 108,432 | ||
Leasing commissions and legal costs | 24,140 | 24,140 | 25,958 | ||
Above-market leases | 149,283 | 149,283 | 164,040 | ||
Deferred tax assets | 30,366 | 30,366 | 29,006 | ||
Deferred compensation plan assets | 50,939 | 50,939 | 52,221 | ||
Distributions in excess of co-venture obligation | 0 | 0 | 31,150 | ||
Other assets | 60,465 | 60,465 | 66,990 | ||
Deferred charges and other assets, gross | 634,811 | 634,811 | 710,616 | ||
Less accumulated amortization | (247,362) | (247,362) | (261,426) | ||
Deferred charges and other assets, net | 387,449 | 387,449 | 449,190 | ||
In-place lease values, leasing commissions and legal costs | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Accumulated amortization for intangible assets | 70,627 | 70,627 | $ 74,507 | ||
Amortization expense for intangible assets | $ 3,114 | $ 4,206 | $ 10,504 | $ 15,755 |
Deferred Charges and Other As_4
Deferred Charges and Other Assets, net - Allocated values of above-market leases and below-market leases (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Above-Market Leases | ||
Above-Market Leases | ||
Original allocated value | $ 149,283 | $ 164,040 |
Less accumulated amortization | (54,688) | (60,210) |
Allocated value net | 94,595 | 103,830 |
Below-Market Leases | ||
Below-Market Leases | ||
Original allocated value | 108,568 | 120,573 |
Less accumulated amortization | (53,955) | (55,489) |
Allocated value net | $ 54,613 | $ 65,084 |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of mortgage notes payable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | $ 167,747 | $ 171,569 |
Carrying Amount of Mortgage Notes, Other | 3,917,114 | 4,066,511 |
Chandler Fashion Center | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 199,954 | 199,904 |
Effective Interest Rate | 3.77% | |
Monthly Debt Service | $ 625 | |
Danbury Fair Mall | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 101,977 | 104,599 |
Carrying Amount of Mortgage Notes, Other | $ 101,977 | 104,598 |
Effective Interest Rate | 5.53% | |
Monthly Debt Service | $ 1,538 | |
Fashion Outlets of Chicago | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 199,541 | 199,298 |
Effective Interest Rate | 3.76% | |
Monthly Debt Service | $ 600 | |
Fashion Outlets of Niagara Falls USA | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 110,448 | 112,770 |
Effective Interest Rate | 4.89% | |
Monthly Debt Service | $ 727 | |
Freehold Raceway | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 398,171 | 398,050 |
Effective Interest Rate | 3.94% | |
Monthly Debt Service | $ 1,300 | |
Fresno Fashion Fair | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 323,410 | 323,261 |
Effective Interest Rate | 3.67% | |
Monthly Debt Service | $ 971 | |
Green Acres Commons | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 127,776 | $ 107,219 |
Effective Interest Rate | 4.81% | 4.07% |
Monthly Debt Service | $ 460 | |
Green Acres Mall | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | $ 0 |
Carrying Amount of Mortgage Notes, Other | $ 286,386 | 291,366 |
Effective Interest Rate | 3.61% | |
Monthly Debt Service | $ 1,447 | |
Kings Plaza Shopping Center | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 439,695 | 447,231 |
Effective Interest Rate | 3.67% | |
Monthly Debt Service | $ 2,229 | |
Oaks, The | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 193,229 | 196,732 |
Effective Interest Rate | 4.14% | |
Monthly Debt Service | $ 1,064 | |
Pacific View | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 122,132 | 124,397 |
Effective Interest Rate | 4.08% | |
Monthly Debt Service | $ 668 | |
Queens Center | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 600,000 | 600,000 |
Effective Interest Rate | 3.49% | |
Monthly Debt Service | $ 1,744 | |
Santa Monica Place | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | 296,882 | 296,366 |
Monthly Debt Service | 865 | |
SanTan Village Regional Center | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 122,376 | 124,703 |
Effective Interest Rate | 3.14% | |
Monthly Debt Service | $ 589 | |
Towne Mall | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 20,842 | 21,161 |
Effective Interest Rate | 4.48% | |
Monthly Debt Service | $ 117 | |
Tucson La Encantada | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 65,770 | 66,970 |
Carrying Amount of Mortgage Notes, Other | $ 0 | 0 |
Effective Interest Rate | 4.23% | |
Monthly Debt Service | $ 368 | |
Victor Valley, Mall of | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 114,660 | 114,617 |
Effective Interest Rate | 4.00% | |
Monthly Debt Service | $ 380 | |
Vintage Faire Mall | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 259,635 | 263,818 |
Effective Interest Rate | 3.55% | |
Monthly Debt Service | $ 1,256 | |
Westside Pavilion | ||
Mortgage loans payable on real estate | ||
Carrying Amount of Mortgage Notes, Related Party | 0 | 0 |
Carrying Amount of Mortgage Notes, Other | $ 0 | $ 141,020 |
Effective Interest Rate | ||
Monthly Debt Service |
Mortgage Notes Payable - Footno
Mortgage Notes Payable - Footnotes (Details) - USD ($) | Aug. 31, 2018 | Dec. 04, 2017 | Sep. 30, 2018 | Mar. 01, 2018 | Dec. 31, 2017 |
Mortgage loans payable on real estate | |||||
Unamortized deferred finance costs | $ 14,232,000 | $ 17,838,000 | |||
Outside partner interest of the operating partnership | 75.00% | ||||
Westside Pavilion | Joint Venture | |||||
Mortgage loans payable on real estate | |||||
Percentage of loan assumed by third party | 75.00% | ||||
Outside partner interest of the operating partnership | 75.00% | ||||
Fashion Outlets of Chicago | |||||
Mortgage loans payable on real estate | |||||
Effective interest rate | 3.76% | ||||
Green Acres Commons | |||||
Mortgage loans payable on real estate | |||||
Effective interest rate | 4.81% | 4.07% | |||
Remaining borrowing | $ 20,000,000 | ||||
Fashion Outlets of Niagara Falls USA | |||||
Mortgage loans payable on real estate | |||||
Debt premiums | $ 1,934,000 | $ 2,630,000 | |||
Chandler Freehold | |||||
Mortgage loans payable on real estate | |||||
Percentage of loan assumed by third party | 49.90% | ||||
Fashion Outlets of Chicago | |||||
Mortgage loans payable on real estate | |||||
Interest rate spread over basis | 1.50% | ||||
Effective interest rate | 3.02% | ||||
Green Acres Commons | |||||
Mortgage loans payable on real estate | |||||
Interest rate spread over basis | 2.15% | ||||
Santa Monica Place | |||||
Mortgage loans payable on real estate | |||||
Interest rate spread over basis | 1.35% | ||||
Effective interest rate | 3.76% | 3.13% | |||
Santa Monica Place | Maximum | Cap | |||||
Mortgage loans payable on real estate | |||||
Interest rate spread over basis | 4.00% |
Mortgage Notes Payable - Narrat
Mortgage Notes Payable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||||
Interest expense capitalized | $ 3,751 | $ 3,428 | $ 12,752 | $ 9,405 | |
Fair value of mortgage notes payable | $ 4,088,227 | $ 4,088,227 | $ 4,250,816 |
Bank and Other Notes Payable (D
Bank and Other Notes Payable (Details) - USD ($) | Mar. 29, 2013 | Sep. 30, 2018 | Dec. 31, 2017 |
Mortgage loans payable on real estate | |||
Unamortized deferred finance costs | $ 14,232,000 | $ 17,838,000 | |
Availability for additional borrowing | 709,720,000 | 504,412,000 | |
Swap | Level 2 measurement | |||
Mortgage loans payable on real estate | |||
Outstanding borrowings under the line of credit | 400,000,000 | ||
Line of Credit | |||
Mortgage loans payable on real estate | |||
Outstanding borrowings under the line of credit | 790,000,000 | 935,000,000 | |
Unamortized deferred finance costs | $ 5,781,000 | $ 7,548,000 | |
Line of credit, average interest rate | 4.08% | 3.13% | |
Line of Credit | Level 2 measurement | |||
Mortgage loans payable on real estate | |||
Fair value of outstanding line of credit | $ 791,233,000 | $ 919,158,000 | |
Prasada Note | |||
Mortgage loans payable on real estate | |||
Amount of additional borrowing | $ 13,330,000 | ||
Interest rate on debt | 5.25% | ||
Debt, carrying value | 3,903,000 | 4,732,000 | |
Debt, fair value | $ 3,900,000 | $ 4,717,000 | |
LIBOR | Line of Credit | |||
Mortgage loans payable on real estate | |||
Interest rate spread over basis | 1.45% | ||
Revolving line of credit | |||
Mortgage loans payable on real estate | |||
Revolving line of credit | $ 1,500,000,000 | ||
Extension option (years) | 1 year | ||
Maximum contingent borrowing capacity | $ 2,000,000,000 | ||
Revolving line of credit | Swap | |||
Mortgage loans payable on real estate | |||
Effective interest rate | 4.30% | ||
Revolving line of credit | LIBOR | Low end of range | |||
Mortgage loans payable on real estate | |||
Interest rate spread over basis | 1.30% | ||
Revolving line of credit | LIBOR | High end of range | |||
Mortgage loans payable on real estate | |||
Interest rate spread over basis | 1.90% |
Financing Arrangement - Narrati
Financing Arrangement - Narrative (Details) ft² in Thousands, $ in Thousands | Sep. 30, 2009ft² | Sep. 30, 2018USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) |
Schedule of Joint Ventures [Line Items] | ||||
Distributions in excess of co-venture obligation | $ 0 | $ 31,150 | ||
Financing arrangement obligation | 384,431 | 0 | ||
Accumulated deficit | $ (1,520,209) | $ (830,279) | ||
Discount rate | 5.80% | |||
Joint Venture | Chandler Freehold | ||||
Schedule of Joint Ventures [Line Items] | ||||
Distributions in excess of co-venture obligation | $ 31,150 | |||
Financing Arrangement | ||||
Schedule of Joint Ventures [Line Items] | ||||
Operating income multiple | 20.8333333333 | |||
Financing Arrangement | Minimum | ||||
Schedule of Joint Ventures [Line Items] | ||||
Market rents per square foot | 20 | |||
Financing Arrangement | Maximum | ||||
Schedule of Joint Ventures [Line Items] | ||||
Market rents per square foot | 225 | |||
Financing Arrangement | Joint Venture | Chandler Freehold | ASU 2014-09 | Difference between revenue guidance in effect before and after topic 606 | ||||
Schedule of Joint Ventures [Line Items] | ||||
Financing arrangement obligation | 393,709 | |||
Accumulated deficit | $ 424,859 | |||
Financing Arrangement | Chandler Freehold | ||||
Schedule of Joint Ventures [Line Items] | ||||
Percentage of loan assumed by third party | 49.90% | |||
Financing Arrangement | Chandler Fashion Center | ||||
Schedule of Joint Ventures [Line Items] | ||||
Property area (in square feet) | ft² | 1,316 | |||
Financing Arrangement | Freehold Raceway Mall | ||||
Schedule of Joint Ventures [Line Items] | ||||
Property area (in square feet) | ft² | 1,672 |
Financing Arrangement - Financi
Financing Arrangement - Financing Arrangement Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Joint Ventures [Line Items] | ||||
Interest income (expense) | $ 1,074 | $ 2,175 | $ 8,481 | $ 6,567 |
Joint Venture | Financing Arrangement | ||||
Schedule of Joint Ventures [Line Items] | ||||
Distributions of the partner's share of net income | 2,111 | 0 | 6,577 | 0 |
Distributions in excess of the partner's share of net income | 1,754 | 0 | 4,803 | 0 |
Adjustment to fair value of financing arrangement obligation | (4,893) | 0 | (9,279) | 0 |
Interest income (expense) | $ (1,028) | $ 0 | $ 2,101 | $ 0 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Aug. 20, 2014 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Limited partnership interest of the operating partnership | 7.00% | 7.00% | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Number of trading days used to calculate redemption value | 10 days | ||
Redemption value of outstanding OP Units not owned by the Company | $ 579,249 | $ 671,592 | |
Macerich | The Macerich Partnership, L.P. | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Ownership interest in operating partnership | 93.00% | 93.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 11 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2018 | Feb. 12, 2017 | Aug. 20, 2014 | |
Stockholders' Equity Note [Abstract] | ||||
Authorized repurchase amount | $ 500,000,000 | |||
Total shares acquired (in shares) | 3,627,390 | |||
Total shares acquired | $ 221,428,000 | |||
Average cost of shares acquired (in dollars per share) | $ 61.01 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Maximum price of common stock available to be issued | $ 500,000,000 |
Collaborative Agreement (Detail
Collaborative Agreement (Details) ft² in Thousands, $ in Thousands | Aug. 31, 2018USD ($)ft² | Mar. 01, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 25.00% | |
Outside partner interest of the operating partnership | 75.00% | |
Proceeds from sale | $ | $ 142,500 | |
Reimbursement percent | 75.00% | |
Westside Pavilion | ||
Schedule of Equity Method Investments [Line Items] | ||
Property area (in square feet) | ft² | 755 |
Dispositions (Details)
Dispositions (Details) ft² in Thousands, $ in Thousands | Aug. 31, 2018USD ($) | May 17, 2018USD ($)ft² | Nov. 16, 2017USD ($)ft² | Jan. 18, 2017USD ($)ft² | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Discontinued Operations: | ||||||||
Proceeds from sale | $ 142,500 | |||||||
Loss on sale of assets | $ 46,516 | $ (11,854) | $ (514) | $ 37,234 | ||||
Promenade at Casa Grande | ||||||||
Discontinued Operations: | ||||||||
Loss on sale of assets | $ (311) | |||||||
Cascade Mall | ||||||||
Discontinued Operations: | ||||||||
Property area (in square feet) | ft² | 589 | |||||||
Northgate Mall | ||||||||
Discontinued Operations: | ||||||||
Property area (in square feet) | ft² | 750 | |||||||
Cascade and Northgate Malls | ||||||||
Discontinued Operations: | ||||||||
Proceeds from sale | $ 170,000 | |||||||
Gain (loss) on disposal | $ 59,698 | |||||||
500 North Michigan Avenue | ||||||||
Discontinued Operations: | ||||||||
Property area (in square feet) | ft² | 326 | |||||||
Proceeds from sale | $ 86,350 | |||||||
Gain (loss) on disposal | $ 14,597 | |||||||
Promenade at Casa Grande | ||||||||
Discontinued Operations: | ||||||||
Property area (in square feet) | ft² | 761 | |||||||
Proceeds from sale | $ 26,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease rent expense | $ 4,571,000 | $ 4,301,000 | $ 13,379,000 | $ 12,785,000 |
Contingent rent | 0 | $ 0 | 0 | $ 0 |
Contingent liability under letters of credit | 65,780,000 | 65,780,000 | ||
Outstanding obligations under construction agreements | $ 8,894,000 | $ 8,894,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of fees charged to unconsolidated joint ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Management fees | ||||
Related Party Transaction [Line Items] | ||||
Revenues | $ 11,052 | $ 10,056 | $ 32,090 | $ 31,955 |
Unconsolidated Joint Ventures and Third Party Managed Properties | ||||
Related Party Transaction [Line Items] | ||||
Revenues | 8,941 | 8,134 | 25,261 | 25,290 |
Unconsolidated Joint Ventures and Third Party Managed Properties | Management fees | ||||
Related Party Transaction [Line Items] | ||||
Revenues | 4,971 | 4,749 | 14,366 | 13,914 |
Unconsolidated Joint Ventures and Third Party Managed Properties | Development and leasing fees | ||||
Related Party Transaction [Line Items] | ||||
Revenues | $ 3,970 | $ 3,385 | $ 10,895 | $ 11,376 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Related parties | $ 1,074 | $ 2,175 | $ 8,481 | $ 6,567 | |
Due from affiliates | 87,670 | 87,670 | $ 82,162 | ||
Related parties note receivable, RED Consolidated Holdings, LLC | |||||
Related Party Transaction [Line Items] | |||||
Due from affiliates | $ 3,903 | $ 3,903 | 4,796 | ||
Note receivable, interest rate | 5.25% | 5.25% | |||
Interest income, related party | $ 55 | 66 | $ 172 | 204 | |
Northwestern Mutual Life (NML) | |||||
Related Party Transaction [Line Items] | |||||
Interest expense, related party | 2,102 | 2,175 | 6,380 | 6,567 | |
Interest expense payable, related party | 699 | 699 | 716 | ||
Joint Venture | Financing Arrangement | |||||
Related Party Transaction [Line Items] | |||||
Related parties | (1,028) | 0 | 2,101 | 0 | |
Unconsolidated Joint Ventures | |||||
Related Party Transaction [Line Items] | |||||
Due from affiliates | 9,482 | 9,482 | 5,411 | ||
Affiliated Entity | Notes Receivable | Fashion Outlets of San Francisco | |||||
Related Party Transaction [Line Items] | |||||
Interest income, related party | 808 | $ 621 | 2,330 | $ 1,839 | |
Note receivable | $ 74,285 | $ 74,285 | $ 71,955 | ||
Affiliated Entity | Notes Receivable | Fashion Outlets of San Francisco | LIBOR | |||||
Related Party Transaction [Line Items] | |||||
Note receivable, interest rate | 2.00% | 2.00% |
Share and Unit-Based Plans - Na
Share and Unit-Based Plans - Narrative (Details) $ in Thousands | Jan. 29, 2018 | Jan. 01, 2018 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Capitalized share and unit-based compensation costs | $ 1,062 | $ 983 | $ 5,575 | $ 5,278 | ||
Stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion rate of shares | 1 | |||||
Unrecognized compensation cost of share and unit-based plans | 3,023 | $ 3,023 | ||||
LTIP Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion rate of shares | 1 | |||||
Unrecognized compensation cost of share and unit-based plans | 6,882 | $ 6,882 | ||||
LTIP Units | January 1, 2018 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Risk free rate | 1.98% | |||||
Volatility | 23.38% | |||||
LTIP Units | January 29, 2018 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Risk free rate | 2.25% | |||||
Volatility | 23.86% | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost of share and unit-based plans | 83 | 83 | ||||
Phantom stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost of share and unit-based plans | $ 40 | $ 40 |
Share and Unit-Based Plans Shar
Share and Unit-Based Plans Share and Unit-Based Plans - LTIP units granted (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
LTIP Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 569,136 |
Average grant date fair value (in dollars per share) | $ / shares | $ 51.78 |
1/1/2018 | LTIP, Service-based | 12/31/2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 65,466 |
Average grant date fair value (in dollars per share) | $ / shares | $ 65.68 |
1/1/2018 | LTIP, Market-based | 12/31/2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 291,326 |
Average grant date fair value (in dollars per share) | $ / shares | $ 44.28 |
1/29/2018 | LTIP, Service-based | 12/31/2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 1,893 |
Average grant date fair value (in dollars per share) | $ / shares | $ 66.02 |
1/29/2018 | LTIP, Service-based | 2/1/2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 13,632 |
Average grant date fair value (in dollars per share) | $ / shares | $ 66.02 |
1/29/2018 | LTIP, Market-based | 12/31/2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 7,775 |
Average grant date fair value (in dollars per share) | $ / shares | $ 48.23 |
3/2/2018 | LTIP, Service-based | 3/2/2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 99,407 |
Average grant date fair value (in dollars per share) | $ / shares | $ 59.04 |
4/26/2018 | LTIP, Service-based | 4/26/2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | shares | 89,637 |
Average grant date fair value (in dollars per share) | $ / shares | $ 55.78 |
Share and Unit-Based Plans - No
Share and Unit-Based Plans - Nonvested equity awards (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
LTIP Units | |
Units | |
Balance at beginning of period (in shares) | shares | 636,632 |
Granted (in shares) | shares | 569,136 |
Vested (in shares) | shares | (189,044) |
Forfeited (in shares) | shares | (23,666) |
Balance at end of period (in shares) | shares | 993,058 |
Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 52.36 |
Granted (in dollars per share) | $ / shares | 51.78 |
Vested (in dollars per share) | $ / shares | 57.49 |
Forfeited (in dollars per share) | $ / shares | 44.28 |
Balance at end of period (in dollars per share) | $ / shares | $ 51.24 |
Phantom Stock Units | |
Units | |
Balance at beginning of period (in shares) | shares | 4,054 |
Granted (in shares) | shares | 8,765 |
Vested (in shares) | shares | (10,581) |
Forfeited (in shares) | shares | (845) |
Balance at end of period (in shares) | shares | 1,393 |
Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 79.82 |
Granted (in dollars per share) | $ / shares | 61.46 |
Vested (in dollars per share) | $ / shares | 54.70 |
Forfeited (in dollars per share) | $ / shares | 77.91 |
Balance at end of period (in dollars per share) | $ / shares | $ 66.79 |
Stock Units | |
Units | |
Balance at beginning of period (in shares) | shares | 151,355 |
Granted (in shares) | shares | 87,193 |
Vested (in shares) | shares | (108,201) |
Forfeited (in shares) | shares | 0 |
Balance at end of period (in shares) | shares | 130,347 |
Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 73.32 |
Granted (in dollars per share) | $ / shares | 58.85 |
Vested (in dollars per share) | $ / shares | 74.21 |
Forfeited (in dollars per share) | $ / shares | 0 |
Balance at end of period (in dollars per share) | $ / shares | $ 64.24 |
Share and Unit-Based Plans - SA
Share and Unit-Based Plans - SARs (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
SARs | |
Units | |
Balance at beginning of period (in shares) | shares | 235,439 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (235,439) |
Balance at end of period (in shares) | shares | 0 |
Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 53.83 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 53.83 |
Balance at end of period (in dollars per share) | $ / shares | $ 0 |
Stock Options | |
Units | |
Balance at beginning of period (in shares) | shares | 35,565 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Balance at end of period (in shares) | shares | 35,565 |
Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 57.32 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Balance at end of period (in dollars per share) | $ / shares | $ 57.32 |
Share and Unit-Based Plans - Co
Share and Unit-Based Plans - Compensation cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost under share and unit-based plans | $ 4,616 | $ 6,490 | $ 28,219 | $ 30,437 |
LTIP Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost under share and unit-based plans | 3,440 | 5,269 | 21,823 | 24,892 |
Stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost under share and unit-based plans | 972 | 1,002 | 5,717 | 4,947 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost under share and unit-based plans | 32 | 34 | 94 | 53 |
Phantom stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost under share and unit-based plans | $ 172 | $ 185 | $ 585 | $ 545 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Current | $ 0 | $ 0 | $ 439 | $ 0 | |
Deferred | (466) | (2,869) | 1,360 | 178 | |
Total income tax (expense) benefit | (466) | $ (2,869) | 1,799 | $ 178 | |
Net deferred tax assets | $ 30,366 | $ 30,366 | $ 29,006 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 25, 2018$ / shares |
Subsequent event | |
Subsequent events | |
Dividend declared (in dollars per share) | $ 0.75 |
Uncategorized Items - mac-20180
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (424,859,000) |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (424,859,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (424,859,000) |