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Real Estate Activities
12 Months Ended
Dec. 31, 2019
Real Estate [Abstract]  
Real Estate Activities

2. REAL ESTATE ACTIVITIES

Investments in real estate as of December 31, 2019 and 2018 were comprised of the following:

 

 

 

December 31,

 

(in thousands of dollars)

 

2019

 

 

2018

 

Buildings, improvements and construction in progress

 

$

2,753,039

 

 

$

2,719,400

 

Land, including land held for development

 

 

457,887

 

 

 

465,194

 

Total investments in real estate

 

 

3,210,926

 

 

 

3,184,594

 

Accumulated depreciation

 

 

(1,202,722

)

 

 

(1,118,582

)

Net investments in real estate

 

$

2,008,204

 

 

$

2,066,012

 

 

Impairment of Assets

During the years ended December 31, 2019, 2018, and 2017, we recorded asset impairment losses of $5.0 million, $137.5 million, and $55.8 million, respectively. Such impairment losses are recorded in “Impairment of assets” for the years ended 2019, 2018 and 2017. The assets that incurred impairment losses and the amount of such losses are as follows:

 

 

 

For the Year Ended December 31,

 

(in thousands of dollars)

 

2019

 

 

2018

 

 

2017

 

Gainesville land

 

 

1,464

 

 

 

2,089

 

 

 

1,275

 

Woodland Mall

 

 

2,098

 

 

 

 

 

 

 

Exton Square Mall

 

 

 

 

 

73,218

 

 

 

 

Wyoming Valley Mall

 

 

 

 

 

32,177

 

 

 

 

Valley View Mall

 

 

1,408

 

 

 

14,294

 

 

 

15,521

 

Wiregrass Mall mortgage loan receivable

 

 

 

 

 

8,122

 

 

 

 

New Garden Township land

 

 

 

 

 

7,567

 

 

 

 

Logan Valley Mall

 

 

 

 

 

 

 

 

38,720

 

Sunrise Plaza land

 

 

 

 

 

 

 

 

226

 

Other

 

 

47

 

 

 

20

 

 

 

51

 

Total Impairment of Assets

 

$

5,017

 

 

$

137,487

 

 

$

55,793

 

 

Multiple outparcels and land parcels

In November 2019, we entered into an agreement to sell 14 tenant occupied parcels across five properties — Magnolia Mall, Capital City Mall, Woodland Mall, Jacksonville Mall and Valley Mall — for total consideration of $29.9 million. As of December 31, 2019, we completed the dispositions on three outparcels at Capital City Mall and Magnolia Mall for total consideration of $5.2 million. In connection with these sales, we recorded a gain of $2.7 million. Of the remaining outparcels, impairment of assets was recorded for one at Woodland Mall, located in Grand Rapids, Michigan, for $1.5 million. In January 2020, the sale of the outparcel at Woodland Mall was complete.

We also entered into two agreements in December 2019 to sell two land parcels at Moorestown Mall, located in Moorestown, New Jersey, and Woodland Mall in 2020. An impairment of $0.6 million was recorded in 2019 for the land value of the parcel at Woodland Mall.

Gainesville development land parcel

We had an undeveloped land parcel in Gainesville, Florida. In 2018 and 2017, we recorded losses on impairment of assets on the land parcel located in Gainesville, Florida of $2.1 million and $1.3 million, respectively, in connection with negotiations with a potential buyer. In connection with these negotiations, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded losses on impairment of assets. In March 2019, we entered into an agreement of sale with a buyer to sell the undeveloped land parcel in Gainesville, Florida for total consideration of $15.0 million and the sale transaction was split into four parcels. The first parcel was sold in March 2019 for $5.0 million. In connection with this transaction, we recorded losses on impairment of assets of $1.5 million in the first quarter of 2019. Subsequently, we closed on the sale of two parcels in November 2019 and the final parcel closed in December 2019 for aggregate consideration for the three parcels of $10.0 million. The net gain from the sale of this undeveloped land parcel was less than $0.1 million. 

Exton Square Mall

In connection with the preparation of our annual financial statements for the year ended December 31, 2018, we recorded a loss on impairment of assets on Exton Square Mall in Exton, Pennsylvania of $73.2 million. In conjunction with the preparation of our annual business plan, we anticipated decreases in occupancy and net operating income at this property as a result, which led us to conduct an analysis of possible impairment at this property. Based upon our estimates, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets. Our fair value analysis was based on discounted estimated future cash flows for the mall parcel, using a discount rate of 10.5% and a terminal capitalization rate of 10.0% for the mall parcel, and a direct capitalization rate of 5.5% for a parcel adjacent to the mall. The discount and capitalization rates were determined using management’s assessment of property operating performance and general market conditions and were classified in Level 3 of the fair value hierarchy.

 

Wyoming Valley Mall

In connection with the preparation of our financial statements as of and for the quarter ended June 30, 2018, we recorded a loss on impairment of assets on Wyoming Valley Mall in Wilkes-Barre, Pennsylvania of $32.2 million as we determined that the pending closure of two anchor stores at the property (as further discussed in Note 4) was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon our estimates, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets. Our fair value analysis was based on discounted estimated future cash flows at the property, using a discount rate of 10.5% and a terminal capitalization rate of 9.0%, which was determined using management’s assessment of property operating performance and general market conditions and were classified in Level 3 of the fair value hierarchy.

Valley View Mall

In connection with the preparation of our annual financial statements for the year ended December 31, 2019, we recorded a loss on impairment of assets on Valley View Mall in La Crosse, Wisconsin of $1.4 million. We noted a triggering event as a result of our determination to decrease the holding period of the property to one year. This led to us conduct an analysis of possible impairment at the property. Our fair value analysis was based on a direct capitalization rate of 13.2% for Valley View Mall, which was determined using management’s assessment of property operating performance and general market conditions. The capitalization rate was determined using management’s assessment of property operating performance and general market conditions and were classified in Level 3 of the fair value hierarchy.

In connection with the preparation of our annual financial statements for the year ended December 31, 2018, we recorded a loss on impairment of assets on Valley View Mall in La Crosse, Wisconsin of $14.3 million. In the fourth quarter of 2018, Sears ceased operations at this mall. In conjunction with the preparation of our annual business plan, we anticipated decreases in occupancy and net operating income at this property resulting from lower co-tenancy rents from other tenants in 2019 and beyond, which led us to conduct an analysis of possible impairment at this property. Based upon our estimates, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, based on a probability-weighted assessment were less than the carrying value of the property, and recorded a loss on impairment of assets. Our fair value analysis was based on a direct capitalization rate of 12.0% on stabilized NOI of the property. The capitalization rate was determined using management’s assessment of property operating performance and general market conditions and were classified in Level 3 of the fair value hierarchy.

We previously recorded a loss on impairment of assets on Valley View Mall in La Crosse, Wisconsin of $15.5 million in 2017 in connection with our decision to market the property for sale. In connection with this decision, we determined that the holding period of the property was less than previously estimated, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon our estimates, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets. Our fair value analysis was based on an estimated capitalization rate of approximately 12.0% for Valley View Mall, which was determined using management’s assessment of property operating performance and general market conditions.

Wiregrass Mortgage loan receivable

In connection with the sale of three malls in 2016, we received a $17.0 million mortgage note secured by Wiregrass Commons Mall in Dothan, Alabama. The note has a fixed interest rate of 6.0% and we recorded $0.2 million, $1.0 million, and $1.0 million of interest income in the years ended December 31, 2019, 2018 and 2017, respectively. During 2018, the original buyer sold Wiregrass Commons Mall to an unrelated party and the mortgage note was assumed by this new buyer as part of that sale transaction. In the fourth quarter of 2018, we reclassified the mortgage note receivable from held-to-maturity to held-for-sale. In connection with this reclassification, we recorded an impairment loss of $8.1 million to reduce the $16.1 million carrying value of the mortgage note receivable to its estimated fair value of $8.0 million based on negotiations with a buyer. This mortgage note receivable was sold in February 2019 for $8.0 million.

New Garden Township development land parcel

In 2018, we recorded a loss on impairment of assets on a land parcel located in New Garden Township, Pennsylvania of $7.6 million in connection with negotiations with a potential buyer of the property. In connection with these negotiations, we determined that the estimated proceeds from the sale of the property would be less than the carrying value of the property, and recorded a loss on impairment of assets. As of December 31, 2018, this land parcel was classified as held-for-sale in our consolidated balance sheet.

Logan Valley Mall

In 2017, we recorded an aggregate loss on impairment of assets on Logan Valley Mall in Altoona, Pennsylvania of $38.7 million in connection with negotiations with the buyer of the property. In connection with these negotiations, we determined that the holding period of the property was less than previously estimated, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon the negotiations, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets. We sold Logan Valley Mall in August 2017.

Sunrise Plaza land

In 2017, we recorded a loss on impairment of assets on a land parcel located at Sunrise Plaza in Forked River, New Jersey of $0.2 million in connection with negotiations with the buyer of the property. In connection with these negotiations, we determined that the holding period of the property was less than previously estimated, which we concluded was a triggering event, leading us to conduct an analysis of possible impairment at this property. Based upon the negotiations, we determined that the estimated undiscounted cash flows, net of capital expenditures for the property, were less than the carrying value of the property, and recorded a loss on impairment of assets.

Acquisitions

In 2018, we purchased certain real estate and related improvements at Moorestown Mall and Valley Mall for a total of $17.6 million.

In 2017, we purchased vacant anchor stores from Macy’s located at Moorestown Mall, Valley View Mall and Valley Mall for an aggregate of $13.9 million. We executed a lease with a replacement tenant for the Valley View Mall location and this tenant opened in September 2017 and subsequently closed in the third quarter of 2018. We also have replacement tenants for the Moorestown Mall and Valley Mall former anchors and currently have redevelopment activities at these locations.

In connection with the March 2015 acquisition of Springfield Town Center, the previous owner of the property was potentially entitled to receive consideration (the “Earnout”) under the terms of the Contribution Agreement which was to be calculated as of March 31, 2018. The estimated value of the Earnout was zero and no amounts were paid out at or after March 31, 2018.

Dispositions

The table below presents our dispositions in 2017. There were no dispositions of our mall properties in 2019 and 2018. Proceeds from property sales were used for general corporate purposes, repayment of mortgage loans that secured the properties (if applicable) and repayment of then-outstanding amounts on our Credit Agreements (see note 4), unless otherwise noted.

 

Sale Date

 

Property and Location

 

Description of Real Estate Sold

 

Capitalization

Rate

 

 

Sale Price

 

 

Gain/

(Loss)

 

 

 

 

 

 

 

 

 

 

 

(in millions of dollars)

 

2017 Activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January

 

Beaver Valley Mall, Monaca, Pennsylvania

 

Mall

 

15.6%

 

 

$

24.2

 

 

$

 

 

 

Crossroads Mall, Beckley, West Virginia

 

Mall

 

15.5%

 

 

 

24.8

 

 

 

 

August

 

Logan Valley Mall, Altoona, Pennsylvania

 

Mall

 

16.5%

 

 

 

33.2

 

 

 

 

 

Dispositions – Other Activity

In 2020, we entered into an agreement of sale for the sale and leaseback of five properties for an estimated total consideration of $153.6 million. Additionally, we entered into agreements of sale for land parcels for anticipated multifamily development for an estimated total consideration of $125.3 million.  These agreements are subject to certain conditions and final closing of these sales transactions cannot be assured.

In 2019, we entered into an agreement of sale with a buyer to sell an undeveloped land parcel located in Gainesville, Florida for total consideration of $15.0 million and the sale transaction was split into four parcels. The first parcel was sold in March 2019 for $5.0 million. As a result of executing the agreement of sale, we recorded losses on impairment of assets of $1.5 million in the first quarter of 2019. Subsequently, we closed on two parcels in November 2019 and the final parcel closed in December 2019 for an aggregate consideration of $10.0 million.

In 2019, we sold an undeveloped land parcel located in New Garden Township, Pennsylvania, for total consideration of $11.0 million, consisting of $8.25 million in cash and $2.75 million of preferred stock. We ascribed no value for accounting purposes to the preferred shares as they are not tradeable, cannot be transferred or sold and have no redemption feature. Up to $1.25 million of the cash consideration received is subject to claw-back if the buyer does not receive entitlements for a stipulated number of housing units, which has been recorded as a liability in our consolidated balance sheet. In connection with this sale, we recorded a gain of $0.2 million.

In 2019, we sold an outparcel adjacent to Exton Square Mall where a Whole Foods store is located for total consideration of $22.1 million. In connection with this sale, we recorded a gain of $1.3 million.

In 2019, we sold an outparcel located at Valley View Mall in La Crosse, Wisconsin for total consideration of $1.4 million. In connection with this sale, we recorded a gain of $1.2 million.

In 2019, we conveyed Wyoming Valley Mall to the lender of the mortgage loan secured by the property. The loan had a balance of approximately $72.8 million as of the conveyance on September 26, 2019. As a result of the transfer, having previously recognized an asset impairment loss of approximately $32.2 million on the value of the property, we wrote off the remaining carrying value of the property of $43.2 million and recorded a net gain on extinguishment of debt of $29.6 million in 2019.  

In 2018, we sold a parcel located adjacent to Exton Square Mall in Exton, Pennsylvania for $10.3 million. We recorded a gain of $8.1 million on this sale in the fourth quarter of 2018.

In 2018, we sold an outparcel on which two operating restaurants are located at Valley Mall in Hagerstown, Maryland. for $2.4 million. We recorded a gain of $1.0 million on this sale in the fourth quarter of 2018.

In 2018, we sold an outparcel on which an operating restaurant is located at Magnolia Mall in Florence, South Carolina for $ 1.7 million. We recorded a gain of $0.7 million on this sale in the second quarter of 2018.

In 2017, we sold three non operating parcels located at Beaver Valley Mall, Exton Square Mall and Valley Mall for an aggregate of $6.4 million and recorded aggregate gains of $1.3 million on these parcels.

Development Activities

As of December 31, 2019 and 2018, we had capitalized amounts related to construction and development activities. The following table summarizes certain capitalized construction and development information for our consolidated properties as of December 31, 2019 and 2018:

 

 

 

December 31,

 

(in thousands of dollars)

 

2019

 

 

2018

 

Construction in progress

 

$

106,011

 

 

$

115,182

 

Land held for development

 

 

5,881

 

 

 

5,881

 

Deferred costs and other assets

 

 

7,274

 

 

 

6,487

 

Total capitalized construction and development activities

 

$

119,166

 

 

$

127,550