Combined Guarantor Subsidiaries - Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Condensed Financial Statements, Captions [Line Items]

Schedule of Assets Measured on a Nonrecurring Basis

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	160,740	$	—	$	—	$	160,740	$	202,121

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2018:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	42,100	$	—	$	—	$	42,100	$	84,644

Schedule of Impairment on Real Estate Properties

During the nine months ended September 30, 2019, the Company recognized impairments of real estate of $202,121 related to five malls and one community center.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment			Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770		$	56,300
March/April	Honey Creek Mall (2)	Terre Haute, IN	Malls	2,045			—
June	The Forum at Grandview (3)	Madison, MS	All Other	8,582			—
June	EastGate Mall (4)	Cincinnati, OH	Malls	33,265			25,100
September	Mid Rivers Mall (5)	St. Peters, MO	Malls	83,621			53,340
September	Laurel Park Place (6)	Livonia, MI	Malls	52,067			26,000
January/March	Other adjustments (7)	Various	Malls	(229		)	—
				$	202,121		$	160,740

(1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.

(2) During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and $(239) was recorded related to a true-up of closing costs. See Note 6 for additional information.

(3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See Note 6 for additional information.

(4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate 15.0%.

(5) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $53,340. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Mid Rivers Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 12.5% and a discount rate 13.25%.

(6) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $26,000. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.5% and a discount rate 14.0%.

(7)

Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

During the nine months ended September 30, 2018, the Company recognized impairments of real estate of $84,644 related to two malls and undeveloped land:

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall (1)	Janesville, WI	Malls	$	18,061	$	—	(2)
June	Cary Towne Center (3)	Cary, NC	Malls	51,985		34,000
September	Vacant land (4)	D'Iberville, MS	All Other	14,598		8,100
				$	84,644	$	42,100

(1) The Company adjusted the book value of the mall to the net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018.

(2) The long-lived asset was not included in the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.

(3) In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. The Company wrote down the book value of the mall to its estimated fair value of $34,000. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 8 for additional information.

(4)

In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of land to its estimated value of $8,100. The Company evaluated comparable land parcel transactions and determined that $8,100 was the land's estimated fair value.

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Schedule of Assets Measured on a Nonrecurring Basis

The following table sets forth information regarding the Combined Guarantor Subsidiaries' assets that are measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	56,300	$	—	$	—	$	56,300	$	22,770

Schedule of Impairment on Real Estate Properties

During the nine months ended September 30, 2019, the Combined Guarantor Subsidiaries recognized an impairment of $22,770 related to one mall.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Greenbrier Mall (1)	Chesapeake, VA	Malls	$	22,770	$	56,300

(1)

In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.