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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2021
Fair Value Disclosures [Abstract] |
Fair Value Measurements | NOTE 17. FAIR VALUE MEASUREMENTS The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:
| Level 1 - | Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
| Level 2 - | Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
| Level 3 - | Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.
The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance. Fair Value Measurements on a Recurring Basis The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. The estimated fair value of mortgage and other indebtedness was $2,059,094 and $1,091,745 at December 31, 2021 and 2020, respectively. The estimated fair value of liabilities subject to compromise was $1,606,959 as of December 31, 2020. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently. The Successor Company elected the fair value option in conjunction with the issuance of its Secured Notes. It believes that the fair value option provides the most accurate depiction of the current value of its Secured Notes. The following table sets forth information regarding the Successor’s Secured Notes that were measured at fair value:
Debt Instrument |  | Carrying amount as of December 31, 2021 |  |  | Change in fair value (1) |  |  | Fair value as of December 31, 2021 (2) |
10% Senior Secured Notes |  | $ | 395,000 |  |  | $ | 395 |  |  | $ | 395,395 |
(1) | As of December 31, 2021, the change in fair value is included within “Interest Expense” in the Successor Company’s consolidated income statement.
(2) | The fair value was calculated using Level 1 inputs.
During the year ended December 31, 2021, the Company continued to reinvest in U.S. Treasury securities. The Company designated the U.S. Treasury securities purchased as available-for-sale (“AFS”). The following table sets forth information regarding the Company’s AFS securities that were measure at fair value:
AFS Security |  | Amortized Cost (1) |  |  | Allowance for credit losses (2) |  |  | Total unrealized gain |  |  | Fair value as of December 31, 2021 |
U.S. Treasury securities |  | $ | 149,999 |  |  | $ | — |  |  | $ | (3 | ) |  | $ | 149,996 |
(1) | The U.S. Treasury securities have maturities through February 2022. Subsequent to December 31, 2021, the Company used funds from its matured U.S. Treasury securities to purchase additional U.S. Treasury securities. See Note 20 for additional information.
(2) | U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Successor Company did not record expected credit losses for its U.S Treasury securities for the period from November 1, 2021 through December 31, 2021 and the Predecessor Company did not record expected credit losses for its U.S. Treasury securities for the period from January 1, 2021 through October 31, 2021.
During March 2020, the Predecessor Company purchased U.S. Treasury securities that were scheduled to mature between April 2021 and June 2021. The Company designated these securities as AFS. The fair value of these securities was calculated based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. Treasury securities is an actively traded market given the high level of daily trading volume. In December 2020, the Predecessor Company purchased additional U.S Treasury securities. The U.S. Treasury securities purchased in December 2020 matured between January 2021 and March 2021, and the Company subsequently reinvested in additional U.S. Treasury securities. The Company has also designated these as AFS. The following table sets forth information regarding the Predecessor Company’s AFS securities that were measured at fair value for the year ended December 31, 2020:
AFS Security |  | Amortized Cost |  |  | Allowance for credit losses (1) |  |  | Total unrealized gain |  |  | Fair value as of December 31, 2020 |
U.S. Treasury securities |  | $ | 233,053 |  |  | $ | — |  |  | $ | 18 |  |  | $ | 233,071 |
(1) | U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Predecessor Company did not record expected credit losses for its U.S Treasury securities for the year ended December 31, 2020.
Fair Value Measurements on a Nonrecurring Basis The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company’s evaluation of the recoverability of long-lived assets involves the comparison of undiscounted future cash flows expected to be generated by each property over the Company’s expected remaining holding period to the respective carrying amount. The determination of whether the carrying value is recoverable also requires management to make estimates related to probability weighted scenarios impacting undiscounted cash flow models. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each Property such as net operating income, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the Property and tenant mix. The quantitative and qualitative factors impact the selection of the terminal capitalization rate which is used in both an undiscounted and discounted cash flow model and the discount rate used in a discounted cash flow model. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 4 for additional information describing the Company's impairment review process. See Note 3 for information regarding the fair value adjustments associated with Fresh Start Accounting. The following table sets forth information regarding the Predecessor Company’s assets that were measured at fair value on a nonrecurring basis and related impairment charges for the period from January 1, 2021 through October 31, 2021 and the year ended December 31, 2020, respectively:
|  |  |  |  |  | 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 |
Period from January 1, 2021 through October 31, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-lived assets |  | $ | 120,290 |  |  | $ | — |  |  | $ | — |  |  | $ | 120,290 |  |  | $ | 146,781 |
Year Ended December 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-lived assets |  | $ | 268,830 |  |  | $ | — |  |  | $ | — |  |  | $ | 268,830 |  |  | $ | 213,358 |
Long-lived Assets Measured at Fair Value in 2021 During the period from January 1, 2021 through October 31, 2021, the Predecessor Company recognized impairments of real estate of $146,781 related to five malls, a redeveloped anchor parcel, an outlet center, an open-air center, an outparcel and vacant land. The Properties were classified for segment reporting purposes as listed below. See Note 13 for segment information.
Impairment Date |  | Property |  | Location |  | Segment Classification |  | Loss on Impairment |  |  | Fair Value |  |
March |  | Eastland Mall (1) |  | Bloomington, IL |  | Malls |  | $ | 13,243 |  |  | $ | 10,700 |  |
March |  | Old Hickory Mall (2) |  | Jackson, TN |  | Malls |  |  | 20,149 |  |  |  | 12,400 |  |
March |  | Stroud Mall (3) |  | Stroudsburg, PA |  | Malls |  |  | 23,790 |  |  |  | 15,400 |  |
July |  | The Landing at Arbor Place - Outparcel (4) |  | Douglasville, GA |  | All Other |  |  | 1,682 |  |  |  | 590 |  |
September |  | Laurel Park Place (5) |  | Livonia, MI |  | Malls |  |  | 14,267 |  |  |  | 9,800 |  |
September |  | Parkdale Mall and Crossing (6) |  | Beaumont, TX |  | Malls/All Other |  |  | 47,211 |  |  |  | 50,500 |  |
October |  | The Outlet Shoppes at Gettysburg (7) |  | Gettysburg, PA |  | Malls |  |  | 21,470 |  |  |  | 16,660 |  |
October |  | Vacant land (8) |  | El Centro, CA |  | All Other |  |  | 4,969 |  |  |  | 4,240 |  |
|  |  |  |  |  |  |  | $ | 146,781 |  |  | $ | 120,290 |  |
(1) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $10,700. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Eastland Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 15.0%.
(2) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $12,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Old Hickory Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 13.0% and a discount rate of 14.0%.
(3) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $15,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Stroud Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 11.75% and a discount rate of 12.5%.
(4) | In July 2021, the Predecessor Company sold an outparcel at The Landing at Arbor Place. Sales proceeds amounted to $590, which resulted in a loss on sale.
(5) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $9,800. The mall had 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 nine years, with a sale at the end of the holding period, a capitalization rate of 11.5% and a discount rate of 13.0%.
(6) | In accordance with the Company’s quarterly impairment process, the Predecessor Company wrote down the book value of the mall, a redeveloped anchor parcel and an open-air center adjacent to the mall to their aggregate estimated fair value of $50,500. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for the mall and open-air center (excluding the redeveloped anchor parcel) based on Management’s assessment that there was an increased likelihood that the loan secured by the mall and open-air center may not be successfully restructured or refinanced. Management determined the fair value of Parkdale Mall, Parkdale Crossing and Parkdale Anchor 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 weighted-average capitalization rate of 12.3% and a weighted-average discount rate of 14.2%.
(7) | In accordance with the Company’s quarterly impairment process, the Predecessor Company wrote down the book value of the outlet center to its estimated fair value of $16,660. The outlet center had experienced a decline in cash flow due to store closures and rent reductions. Management
| determined the fair value of The Shoppes of Gettysburg using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate of 12.0%.
(8) | In accordance with the Company’s quarterly impairment process, the Predecessor Company wrote down the book value of land to its estimated fair value of $4,240. The Company evaluated comparable land parcel transactions and determined that $4,240 was the land’s estimated fair value.
During the period from November 1, 2021 through December 31, 2021, the Successor Company adjusted the negative equity in EastGate Mall to zero upon deconsolidation, which represents the estimated fair value of the Successor Company’s investment in that property. During the period from January 1, 2021 through October 31, 2021, the Predecessor Company adjusted the combined negative equity in Asheville Mall and Park Plaza to zero upon deconsolidation, which represents the estimated fair values of the Company’s investments in these properties. See Note 9 for additional information. Long-lived Assets Measured at Fair Value in 2020 During the year ended December 31, 2020, the Predecessor Company recognized impairments of real estate of $213,358 related to six malls and one vacant land parcel. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 13 for segment information.
Impairment Date |  | Property |  | Location |  | Segment Classification |  | Loss on Impairment |  |  | Fair Value |  |
March |  | Burnsville Center (1) |  | Burnsville, MN |  | Malls |  | $ | 26,562 |  |  | $ | 47,300 |  |
March |  | Monroeville Mall (2) |  | Pittsburgh, PA |  | Malls |  |  | 107,082 |  |  |  | 67,000 |  |
June |  | Asheville Mall (3) |  | Asheville, NC |  | Malls |  |  | 13,274 |  |  |  | 52,600 |  |
July |  | Vacant land |  | Pittsburgh, PA |  | Malls |  |  | 46 |  |  |  | — |  |
December |  | EastGate Mall (4) |  | Cincinnati, OH |  | Malls |  |  | 5,980 |  |  |  | 16,530 |  |
December |  | Greenbrier Mall (5) |  | Chesapeake, VA |  | Malls |  |  | 8,923 |  |  |  | 42,500 |  |
December |  | The Outlet Shoppes at Laredo (6) |  | Laredo, TX |  | Malls |  |  | 51,491 |  |  |  | 42,900 |  |
|  |  |  |  |  |  |  | $ | 213,358 |  |  | $ | 268,830 |  |
(1) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $47,300. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Burnsville Center 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 of 15.5%.
(2) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $67,000. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Monroeville 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 14.0% and a discount rate of 14.5%.
(3) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $52,600. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Asheville 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 13.25% and a discount rate of 14.0%.
(4) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $16,530. The mall had experienced a decline in cash flows due to store closures and rent reductions. The Predecessor Company expects to convey the property to the lender. 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 17.0% and a discount rate of 18.0%.
(5) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $42,500. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. 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 12.5% and a discount rate of 13.0%.
(6) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $42,900. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of The Outlet Shoppes at Laredo 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 8.5% and a discount rate of 9.0%.
Long-lived As sets Measured at Fair Value in 201 9 During the year ended December 31, 2019, the Company recognized impairments of real estate of $239,521 primarily related to six malls and an open-air center. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 13 for segment information.
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 |
December |  | Park Plaza Mall (7) |  | Little Rock, AR |  | Malls |  |  | 37,400 |  |  |  | 39,000 |
January/March |  | Other adjustments (8) |  | Various |  | Malls |  |  | (229 | ) |  |  | — |
|  |  |  |  |  |  |  | $ | 239,521 |  |  | $ | 199,740 |
(1) | In accordance with the Company's quarterly impairment process, the Predecessor 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. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. 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 11.5% and a discount rate of 11.5%.
(2) | The Predecessor 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. See Note 8 for additional information.
(3) | The Predecessor 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 sold in July 2019. See Note 8 for additional information.
(4) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. 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 of 15.0%.
(5) | In accordance with the Company's quarterly impairment process, the Predecessor 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 of 13.25%.
(6) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $26,000. The mall had 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 of 14.0%.
(7) | In accordance with the Company's quarterly impairment process, the Predecessor Company wrote down the book value of the mall to its estimated fair value of $39,000. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Park Plaza 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 13.0% and a discount rate of 14.0%.
(8) | Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
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