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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CBL and Associates Properties Inc | NYSE:CBL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.33 | 1.29% | 25.82 | 25.96 | 25.60 | 25.67 | 36,840 | 17:31:25 |
DELAWARE (CBL & ASSOCIATES PROPERTIES, INC.)
|
|
62-1545718
|
DELAWARE (CBL & ASSOCIATES LIMITED PARTNERSHIP)
|
|
62-1542285
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
CBL & Associates Properties, Inc.
|
|
Yes
x
|
No
o
|
CBL & Associates Limited Partnership
|
|
Yes
x
|
No
o
|
CBL & Associates Properties, Inc.
|
|
Yes
x
|
No
o
|
CBL & Associates Limited Partnership
|
|
Yes
x
|
No
o
|
CBL & Associates Properties, Inc.
|
|||
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller Reporting Company
o
|
CBL & Associates Limited Partnership
|
|||
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
Smaller Reporting Company
o
|
CBL & Associates Properties, Inc.
|
|
Yes
o
|
No
x
|
CBL & Associates Limited Partnership
|
|
Yes
o
|
No
x
|
•
|
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
condensed consolidated financial statements;
|
•
|
certain accompanying notes to condensed consolidated financial statements, including Note 5 - Unconsolidated Affiliates, Redeemable Interests, Noncontrolling Interests and Cost Method Investments; Note 6 - Mortgage and Other Indebtedness; Note 7 - Comprehensive Income; and Note 11 - Earnings per Share and Earnings per Unit;
|
•
|
controls and procedures in Item 4 of Part I of this report;
|
•
|
information concerning unregistered sales of equity securities and use of proceeds in Item 2 of Part II of this report; and
|
•
|
certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.
|
ASSETS
(1)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
851,541
|
|
|
$
|
876,668
|
|
Buildings and improvements
|
7,000,254
|
|
|
7,287,862
|
|
||
|
7,851,795
|
|
|
8,164,530
|
|
||
Accumulated depreciation
|
(2,369,696
|
)
|
|
(2,382,568
|
)
|
||
|
5,482,099
|
|
|
5,781,962
|
|
||
Held for sale
|
65,300
|
|
|
—
|
|
||
Developments in progress
|
116,469
|
|
|
75,991
|
|
||
Net investment in real estate assets
|
5,663,868
|
|
|
5,857,953
|
|
||
Cash and cash equivalents
|
21,139
|
|
|
36,892
|
|
||
Receivables:
|
|
|
|
||||
Tenant, net of allowance for doubtful accounts of $1,918
and $1,923 in 2016 and 2015, respectively |
99,905
|
|
|
87,286
|
|
||
Other, net of allowance for doubtful accounts of $1,275
and $1,276 in 2016 and 2015, respectively |
16,711
|
|
|
17,958
|
|
||
Mortgage and other notes receivable
|
15,703
|
|
|
18,238
|
|
||
Investments in unconsolidated affiliates
|
275,101
|
|
|
276,383
|
|
||
Intangible lease assets and other assets
|
187,709
|
|
|
185,281
|
|
||
|
$
|
6,280,136
|
|
|
$
|
6,479,991
|
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
|
|
||
Mortgage and other indebtedness, net
|
$
|
4,540,479
|
|
|
$
|
4,710,628
|
|
Accounts payable and accrued liabilities
|
284,219
|
|
|
344,434
|
|
||
Liabilities related to assets held for sale
|
38,237
|
|
|
—
|
|
||
Total liabilities
(1)
|
4,862,935
|
|
|
5,055,062
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
17,833
|
|
|
25,330
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred stock, $.01 par value, 15,000,000 shares authorized:
|
|
|
|
||||
7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding |
18
|
|
|
18
|
|
||
6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding |
7
|
|
|
7
|
|
||
Common stock, $.01 par value, 350,000,000 shares
authorized, 170,789,867 and 170,490,948 issued and outstanding in 2016 and 2015, respectively |
1,708
|
|
|
1,705
|
|
||
Additional paid-in capital
|
1,971,591
|
|
|
1,970,333
|
|
||
Accumulated other comprehensive income
|
—
|
|
|
1,935
|
|
||
Dividends in excess of cumulative earnings
|
(699,001
|
)
|
|
(689,028
|
)
|
||
Total shareholders' equity
|
1,274,323
|
|
|
1,284,970
|
|
||
Noncontrolling interests
|
125,045
|
|
|
114,629
|
|
||
Total equity
|
1,399,368
|
|
|
1,399,599
|
|
||
|
$
|
6,280,136
|
|
|
$
|
6,479,991
|
|
(1)
|
As of
June 30, 2016
, includes
$601,652
of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and
$470,789
of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See
Note 5
.
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Minimum rents
|
$
|
167,216
|
|
|
$
|
166,428
|
|
|
$
|
337,845
|
|
|
$
|
335,509
|
|
Percentage rents
|
2,692
|
|
|
2,412
|
|
|
7,365
|
|
|
6,549
|
|
||||
Other rents
|
4,819
|
|
|
4,421
|
|
|
9,881
|
|
|
9,592
|
|
||||
Tenant reimbursements
|
70,096
|
|
|
70,224
|
|
|
143,462
|
|
|
142,357
|
|
||||
Management, development and leasing fees
|
4,067
|
|
|
2,663
|
|
|
6,648
|
|
|
5,441
|
|
||||
Other
|
6,075
|
|
|
7,695
|
|
|
12,842
|
|
|
15,304
|
|
||||
Total revenues
|
254,965
|
|
|
253,843
|
|
|
518,043
|
|
|
514,752
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||
Property operating
|
31,060
|
|
|
32,866
|
|
|
69,688
|
|
|
71,770
|
|
||||
Depreciation and amortization
|
72,205
|
|
|
71,239
|
|
|
148,711
|
|
|
147,505
|
|
||||
Real estate taxes
|
22,834
|
|
|
22,549
|
|
|
45,862
|
|
|
45,334
|
|
||||
Maintenance and repairs
|
11,790
|
|
|
12,407
|
|
|
26,338
|
|
|
26,623
|
|
||||
General and administrative
|
16,475
|
|
|
16,215
|
|
|
33,643
|
|
|
33,445
|
|
||||
Loss on impairment
|
43,493
|
|
|
2,781
|
|
|
63,178
|
|
|
2,781
|
|
||||
Other
|
5,052
|
|
|
5,928
|
|
|
14,737
|
|
|
12,404
|
|
||||
Total operating expenses
|
202,909
|
|
|
163,985
|
|
|
402,157
|
|
|
339,862
|
|
||||
Income from operations
|
52,056
|
|
|
89,858
|
|
|
115,886
|
|
|
174,890
|
|
||||
Interest and other income
|
251
|
|
|
389
|
|
|
611
|
|
|
5,663
|
|
||||
Interest expense
|
(53,187
|
)
|
|
(58,754
|
)
|
|
(108,418
|
)
|
|
(117,911
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
256
|
|
|
6
|
|
|
256
|
|
||||
Gain on investment
|
—
|
|
|
—
|
|
|
—
|
|
|
16,560
|
|
||||
Equity in earnings of unconsolidated affiliates
|
64,349
|
|
|
4,881
|
|
|
96,739
|
|
|
8,704
|
|
||||
Income tax benefit (provision)
|
51
|
|
|
(2,472
|
)
|
|
588
|
|
|
(1,556
|
)
|
||||
Income from continuing operations before gain on sales of real estate assets
|
63,520
|
|
|
34,158
|
|
|
105,412
|
|
|
86,606
|
|
||||
Gain on sales of real estate assets
|
9,577
|
|
|
14,173
|
|
|
9,577
|
|
|
14,930
|
|
||||
Net income
|
73,097
|
|
|
48,331
|
|
|
114,989
|
|
|
101,536
|
|
||||
Net (income) loss attributable to noncontrolling interests in:
|
|
|
|
|
|
|
|
|
|||||||
Operating Partnership
|
(8,483
|
)
|
|
(4,946
|
)
|
|
(13,428
|
)
|
|
(11,118
|
)
|
||||
Other consolidated subsidiaries
|
(1,695
|
)
|
|
(1,490
|
)
|
|
1,432
|
|
|
(2,359
|
)
|
||||
Net income attributable to the Company
|
62,919
|
|
|
41,895
|
|
|
102,993
|
|
|
88,059
|
|
||||
Preferred dividends
|
(11,223
|
)
|
|
(11,223
|
)
|
|
(22,446
|
)
|
|
(22,446
|
)
|
||||
Net income attributable to common shareholders
|
$
|
51,696
|
|
|
$
|
30,672
|
|
|
$
|
80,547
|
|
|
$
|
65,613
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to common shareholders
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
0.47
|
|
|
$
|
0.38
|
|
Weighted-average common and potential dilutive common shares outstanding
|
170,792
|
|
|
170,494
|
|
|
170,731
|
|
|
170,457
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.265
|
|
|
$
|
0.265
|
|
|
$
|
0.530
|
|
|
$
|
0.530
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
73,097
|
|
|
$
|
48,331
|
|
|
$
|
114,989
|
|
|
$
|
101,536
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||
Reclassification to net income of realized gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,560
|
)
|
||||
Unrealized gain on hedging instruments
|
—
|
|
|
1,216
|
|
|
877
|
|
|
2,099
|
|
||||
Reclassification of hedging effect on earnings
|
—
|
|
|
(646
|
)
|
|
(443
|
)
|
|
(1,169
|
)
|
||||
Total other comprehensive income (loss)
|
—
|
|
|
570
|
|
|
434
|
|
|
(15,388
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
73,097
|
|
|
48,901
|
|
|
115,423
|
|
|
86,148
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests in:
|
|
|
|
|
|
|
|
||||||||
Operating Partnership
|
(8,483
|
)
|
|
(5,014
|
)
|
|
(13,491
|
)
|
|
(8,032
|
)
|
||||
Other consolidated subsidiaries
|
(1,695
|
)
|
|
(1,490
|
)
|
|
1,432
|
|
|
(2,359
|
)
|
||||
Comprehensive income attributable to the Company
|
$
|
62,919
|
|
|
$
|
42,397
|
|
|
$
|
103,364
|
|
|
$
|
75,757
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||||
Balance, January 1, 2015
|
$
|
37,559
|
|
|
$
|
25
|
|
|
$
|
1,703
|
|
|
$
|
1,958,198
|
|
|
$
|
13,411
|
|
|
$
|
(566,785
|
)
|
|
$
|
1,406,552
|
|
|
$
|
143,376
|
|
|
$
|
1,549,928
|
|
Net income
|
2,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,059
|
|
|
88,059
|
|
|
11,216
|
|
|
99,275
|
|
|||||||||
Other comprehensive loss
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,302
|
)
|
|
—
|
|
|
(12,302
|
)
|
|
(2,711
|
)
|
|
(15,013
|
)
|
|||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
312
|
|
|||||||||
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,362
|
)
|
|
(90,362
|
)
|
|
—
|
|
|
(90,362
|
)
|
|||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,446
|
)
|
|
(22,446
|
)
|
|
—
|
|
|
(22,446
|
)
|
|||||||||
Issuances of 272,498 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
3
|
|
|
589
|
|
|
—
|
|
|
—
|
|
|
592
|
|
|
—
|
|
|
592
|
|
|||||||||
Conversion of Operating Partnership
common units to shares of common stock |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
(286
|
)
|
|||||||||
Cancellation of 40,238 shares of restricted
common stock |
—
|
|
|
—
|
|
|
(1
|
)
|
|
(730
|
)
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
(731
|
)
|
|||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|
—
|
|
|
2,613
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||||||
Distributions to noncontrolling interests
|
(2,754
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,830
|
)
|
|
(19,830
|
)
|
|||||||||
Adjustment for noncontrolling interests
|
311
|
|
|
—
|
|
|
—
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|
1,317
|
|
|
(1,628
|
)
|
|
(311
|
)
|
|||||||||
Adjustment to record redeemable
noncontrolling interests at redemption value |
5,942
|
|
|
—
|
|
|
—
|
|
|
(5,071
|
)
|
|
—
|
|
|
—
|
|
|
(5,071
|
)
|
|
(871
|
)
|
|
(5,942
|
)
|
|||||||||
Balance, June 30, 2015
|
$
|
42,944
|
|
|
$
|
25
|
|
|
$
|
1,705
|
|
|
$
|
1,957,228
|
|
|
$
|
1,109
|
|
|
$
|
(591,534
|
)
|
|
$
|
1,368,533
|
|
|
$
|
129,281
|
|
|
$
|
1,497,814
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||||
Balance, January 1, 2016
|
$
|
25,330
|
|
|
$
|
25
|
|
|
$
|
1,705
|
|
|
$
|
1,970,333
|
|
|
$
|
1,935
|
|
|
$
|
(689,028
|
)
|
|
$
|
1,284,970
|
|
|
$
|
114,629
|
|
|
$
|
1,399,599
|
|
Net income (loss)
|
(1,975
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,993
|
|
|
102,993
|
|
|
13,971
|
|
|
116,964
|
|
|||||||||
Other comprehensive income
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
371
|
|
|
60
|
|
|
431
|
|
|||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
516
|
|
|||||||||
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,520
|
)
|
|
(90,520
|
)
|
|
—
|
|
|
(90,520
|
)
|
|||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,446
|
)
|
|
(22,446
|
)
|
|
—
|
|
|
(22,446
|
)
|
|||||||||
Issuances of 327,326 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
3
|
|
|
385
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
|||||||||
Cancellation of 28,407 shares of restricted
common stock |
—
|
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
|||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,969
|
|
|
—
|
|
|
—
|
|
|
1,969
|
|
|
—
|
|
|
1,969
|
|
|||||||||
Redemptions of Operating Partnership common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
(146
|
)
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,686
|
|
|
10,686
|
|
|||||||||
Distributions to noncontrolling interests
|
(4,211
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,163
|
)
|
|
(19,163
|
)
|
|||||||||
Adjustment for noncontrolling interests
|
1,000
|
|
|
—
|
|
|
—
|
|
|
(3,130
|
)
|
|
(2,306
|
)
|
|
—
|
|
|
(5,436
|
)
|
|
4,436
|
|
|
(1,000
|
)
|
|||||||||
Adjustment to record redeemable
noncontrolling interests at redemption value |
(2,314
|
)
|
|
—
|
|
|
—
|
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
1,742
|
|
|
572
|
|
|
2,314
|
|
|||||||||
Balance, June 30, 2016
|
$
|
17,833
|
|
|
$
|
25
|
|
|
$
|
1,708
|
|
|
$
|
1,971,591
|
|
|
$
|
—
|
|
|
$
|
(699,001
|
)
|
|
$
|
1,274,323
|
|
|
$
|
125,045
|
|
|
$
|
1,399,368
|
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
Net income
|
$
|
114,989
|
|
|
$
|
101,536
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
148,711
|
|
|
147,505
|
|
||
Net amortization of deferred finance costs and debt premiums
|
1,476
|
|
|
2,626
|
|
||
Net amortization of intangible lease assets and liabilities
|
(288
|
)
|
|
33
|
|
||
Gain on sales of real estate assets
|
(9,577
|
)
|
|
(14,930
|
)
|
||
Write-off of development projects
|
33
|
|
|
125
|
|
||
Share-based compensation expense
|
2,851
|
|
|
3,406
|
|
||
Net realized gain on sale of available-for-sale securities
|
—
|
|
|
(16,560
|
)
|
||
Loss on impairment
|
63,178
|
|
|
2,781
|
|
||
Gain on extinguishment of debt
|
(6
|
)
|
|
(256
|
)
|
||
Equity in earnings of unconsolidated affiliates
|
(96,739
|
)
|
|
(8,704
|
)
|
||
Distributions of earnings from unconsolidated affiliates
|
8,582
|
|
|
9,780
|
|
||
Provision for doubtful accounts
|
2,223
|
|
|
1,938
|
|
||
Change in deferred tax accounts
|
(320
|
)
|
|
153
|
|
||
Changes in:
|
|
|
|
|
|
||
Tenant and other receivables
|
(13,595
|
)
|
|
(2,960
|
)
|
||
Other assets
|
(5,616
|
)
|
|
(833
|
)
|
||
Accounts payable and accrued liabilities
|
(1,741
|
)
|
|
(6,247
|
)
|
||
Net cash provided by operating activities
|
214,161
|
|
|
219,393
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to real estate assets
|
(103,322
|
)
|
|
(94,231
|
)
|
||
Acquisition of real estate assets
|
—
|
|
|
(191,988
|
)
|
||
(Additions) reductions to restricted cash
|
(8,064
|
)
|
|
3,315
|
|
||
Proceeds from sales of real estate assets
|
88,583
|
|
|
24,233
|
|
||
Additions to mortgage and other notes receivable
|
(3,259
|
)
|
|
—
|
|
||
Payments received on mortgage and other notes receivable
|
515
|
|
|
264
|
|
||
Net proceeds from sales of available-for-sale securities
|
—
|
|
|
20,755
|
|
||
Additional investments in and advances to unconsolidated affiliates
|
(3,650
|
)
|
|
(7,650
|
)
|
||
Distributions in excess of equity in earnings of unconsolidated affiliates
|
60,060
|
|
|
9,789
|
|
||
Changes in other assets
|
(2,498
|
)
|
|
(5,295
|
)
|
||
Net cash provided by (used in) investing activities
|
28,365
|
|
|
(240,808
|
)
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from mortgage and other indebtedness
|
$
|
439,113
|
|
|
$
|
421,289
|
|
Principal payments on mortgage and other indebtedness
|
(570,838
|
)
|
|
(271,516
|
)
|
||
Additions to deferred financing costs
|
(79
|
)
|
|
(190
|
)
|
||
Additions to debt issuance costs
|
(837
|
)
|
|
—
|
|
||
Proceeds from issuances of common stock
|
87
|
|
|
101
|
|
||
Purchase of noncontrolling interest in the Operating Partnership
|
(146
|
)
|
|
(286
|
)
|
||
Contributions from noncontrolling interests
|
10,686
|
|
|
15
|
|
||
Distributions to noncontrolling interests
|
(23,378
|
)
|
|
(22,588
|
)
|
||
Dividends paid to holders of preferred stock
|
(22,446
|
)
|
|
(22,446
|
)
|
||
Dividends paid to common shareholders
|
(90,441
|
)
|
|
(90,301
|
)
|
||
Net cash provided by (used in) financing activities
|
(258,279
|
)
|
|
14,078
|
|
||
|
|
|
|
||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(15,753
|
)
|
|
(7,337
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
36,892
|
|
|
37,938
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
21,139
|
|
|
$
|
30,601
|
|
|
|
|
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
Cash paid for interest, net of amounts capitalized
|
$
|
109,109
|
|
|
$
|
115,467
|
|
ASSETS
(1)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
851,541
|
|
|
$
|
876,668
|
|
Buildings and improvements
|
7,000,254
|
|
|
7,287,862
|
|
||
|
7,851,795
|
|
|
8,164,530
|
|
||
Accumulated depreciation
|
(2,369,696
|
)
|
|
(2,382,568
|
)
|
||
|
5,482,099
|
|
|
5,781,962
|
|
||
Held for sale
|
65,300
|
|
|
—
|
|
||
Developments in progress
|
116,469
|
|
|
75,991
|
|
||
Net investment in real estate assets
|
5,663,868
|
|
|
5,857,953
|
|
||
Cash and cash equivalents
|
21,132
|
|
|
36,887
|
|
||
Receivables:
|
|
|
|
|
|
||
Tenant, net of allowance for doubtful accounts of $1,918
and $1,923 in 2016 and 2015, respectively |
99,905
|
|
|
87,286
|
|
||
Other, net of allowance for doubtful accounts of $1,275
and $1,276 in 2016 and 2015, respectively |
16,662
|
|
|
17,958
|
|
||
Mortgage and other notes receivable
|
15,703
|
|
|
18,238
|
|
||
Investments in unconsolidated affiliates
|
275,636
|
|
|
276,946
|
|
||
Intangible lease assets and other assets
|
187,589
|
|
|
185,162
|
|
||
|
$
|
6,280,495
|
|
|
$
|
6,480,430
|
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
|
|
|
|
|
|
||
Mortgage and other indebtedness, net
|
$
|
4,540,479
|
|
|
$
|
4,710,628
|
|
Accounts payable and accrued liabilities
|
284,248
|
|
|
344,434
|
|
||
Liabilities related to assets held for sale
|
38,237
|
|
|
—
|
|
||
Total liabilities
(1)
|
4,862,964
|
|
|
5,055,062
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Redeemable interests:
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
2,754
|
|
|
5,586
|
|
||
Redeemable common units
|
15,079
|
|
|
19,744
|
|
||
Total redeemable interests
|
17,833
|
|
|
25,330
|
|
||
Partners' capital:
|
|
|
|
|
|
||
Preferred units
|
565,212
|
|
|
565,212
|
|
||
Common units:
|
|
|
|
||||
General partner
|
8,319
|
|
|
8,435
|
|
||
Limited partners
|
812,175
|
|
|
822,383
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
(868
|
)
|
||
Total partners' capital
|
1,385,706
|
|
|
1,395,162
|
|
||
Noncontrolling interests
|
13,992
|
|
|
4,876
|
|
||
Total capital
|
1,399,698
|
|
|
1,400,038
|
|
||
|
$
|
6,280,495
|
|
|
$
|
6,480,430
|
|
(1)
|
As of
June 30, 2016
, includes
$601,652
of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and
$470,789
of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See
Note 5
.
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Operations
(In thousands, except per unit data)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Minimum rents
|
$
|
167,216
|
|
|
$
|
166,428
|
|
|
$
|
337,845
|
|
|
$
|
335,509
|
|
Percentage rents
|
2,692
|
|
|
2,412
|
|
|
7,365
|
|
|
6,549
|
|
||||
Other rents
|
4,819
|
|
|
4,421
|
|
|
9,881
|
|
|
9,592
|
|
||||
Tenant reimbursements
|
70,096
|
|
|
70,224
|
|
|
143,462
|
|
|
142,357
|
|
||||
Management, development and leasing fees
|
4,067
|
|
|
2,663
|
|
|
6,648
|
|
|
5,441
|
|
||||
Other
|
6,075
|
|
|
7,695
|
|
|
12,842
|
|
|
15,304
|
|
||||
Total revenues
|
254,965
|
|
|
253,843
|
|
|
518,043
|
|
|
514,752
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||
Property operating
|
31,060
|
|
|
32,866
|
|
|
69,688
|
|
|
71,770
|
|
||||
Depreciation and amortization
|
72,205
|
|
|
71,239
|
|
|
148,711
|
|
|
147,505
|
|
||||
Real estate taxes
|
22,834
|
|
|
22,549
|
|
|
45,862
|
|
|
45,334
|
|
||||
Maintenance and repairs
|
11,790
|
|
|
12,407
|
|
|
26,338
|
|
|
26,623
|
|
||||
General and administrative
|
16,475
|
|
|
16,215
|
|
|
33,643
|
|
|
33,445
|
|
||||
Loss on impairment
|
43,493
|
|
|
2,781
|
|
|
63,178
|
|
|
2,781
|
|
||||
Other
|
5,052
|
|
|
5,928
|
|
|
14,737
|
|
|
12,404
|
|
||||
Total operating expenses
|
202,909
|
|
|
163,985
|
|
|
402,157
|
|
|
339,862
|
|
||||
Income from operations
|
52,056
|
|
|
89,858
|
|
|
115,886
|
|
|
174,890
|
|
||||
Interest and other income
|
251
|
|
|
389
|
|
|
611
|
|
|
5,663
|
|
||||
Interest expense
|
(53,187
|
)
|
|
(58,754
|
)
|
|
(108,418
|
)
|
|
(117,911
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
256
|
|
|
6
|
|
|
256
|
|
||||
Gain on investment
|
—
|
|
|
—
|
|
|
—
|
|
|
16,560
|
|
||||
Equity in earnings of unconsolidated affiliates
|
64,349
|
|
|
4,881
|
|
|
96,739
|
|
|
8,704
|
|
||||
Income tax benefit (provision)
|
51
|
|
|
(2,472
|
)
|
|
588
|
|
|
(1,556
|
)
|
||||
Income from continuing operations before gain on sales of real estate assets
|
63,520
|
|
|
34,158
|
|
|
105,412
|
|
|
86,606
|
|
||||
Gain on sales of real estate assets
|
9,577
|
|
|
14,173
|
|
|
9,577
|
|
|
14,930
|
|
||||
Net income
|
73,097
|
|
|
48,331
|
|
|
114,989
|
|
|
101,536
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(1,695
|
)
|
|
(1,490
|
)
|
|
1,432
|
|
|
(2,359
|
)
|
||||
Net income attributable to the Operating Partnership
|
71,402
|
|
|
46,841
|
|
|
116,421
|
|
|
99,177
|
|
||||
Distributions to preferred unitholders
|
(11,223
|
)
|
|
(11,223
|
)
|
|
(22,446
|
)
|
|
(22,446
|
)
|
||||
Net income attributable to common unitholders
|
$
|
60,179
|
|
|
$
|
35,618
|
|
|
$
|
93,975
|
|
|
$
|
76,731
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted per unit data attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to common unitholders
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
0.47
|
|
|
$
|
0.38
|
|
Weighted-average common and potential dilutive common units outstanding
|
200,045
|
|
|
199,751
|
|
|
199,986
|
|
|
199,716
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Distributions declared per common unit
|
$
|
0.273
|
|
|
$
|
0.273
|
|
|
$
|
0.546
|
|
|
$
|
0.546
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
73,097
|
|
|
$
|
48,331
|
|
|
$
|
114,989
|
|
|
$
|
101,536
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||
Reclassification to net income of realized gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,560
|
)
|
||||
Unrealized gain on hedging instruments
|
—
|
|
|
1,216
|
|
|
877
|
|
|
2,099
|
|
||||
Reclassification of hedging effect on earnings
|
—
|
|
|
(646
|
)
|
|
(443
|
)
|
|
(1,169
|
)
|
||||
Total other comprehensive income (loss)
|
—
|
|
|
570
|
|
|
434
|
|
|
(15,388
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
73,097
|
|
|
48,901
|
|
|
115,423
|
|
|
86,148
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(1,695
|
)
|
|
(1,490
|
)
|
|
1,432
|
|
|
(2,359
|
)
|
||||
Comprehensive income of the Operating Partnership
|
$
|
71,402
|
|
|
$
|
47,411
|
|
|
$
|
116,855
|
|
|
$
|
83,789
|
|
|
Redeemable Interests
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
|
Redeemable
Common
Units
|
|
Total
Redeemable
Interests
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Partners' Capital
|
|
Noncontrolling
Interests
|
|
Total Capital
|
||||||||||||||||||||||
Balance, January 1, 2015
|
$
|
6,455
|
|
|
$
|
31,104
|
|
|
$
|
37,559
|
|
|
25,050
|
|
|
199,532
|
|
|
$
|
565,212
|
|
|
$
|
9,789
|
|
|
$
|
953,349
|
|
|
$
|
13,183
|
|
|
$
|
1,541,533
|
|
|
$
|
8,908
|
|
|
$
|
1,550,441
|
|
Net income
|
1,668
|
|
|
593
|
|
|
2,261
|
|
|
—
|
|
|
—
|
|
|
22,446
|
|
|
781
|
|
|
75,357
|
|
|
—
|
|
|
98,584
|
|
|
691
|
|
|
99,275
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
(375
|
)
|
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,013
|
)
|
|
(15,013
|
)
|
|
—
|
|
|
(15,013
|
)
|
||||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
309
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
312
|
|
||||||||||
Distributions declared - common units
|
—
|
|
|
(1,126
|
)
|
|
(1,126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,066
|
)
|
|
(106,765
|
)
|
|
—
|
|
|
(107,831
|
)
|
|
—
|
|
|
(107,831
|
)
|
||||||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,446
|
)
|
|
—
|
|
|
(22,446
|
)
|
||||||||||
Issuances of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
592
|
|
|
—
|
|
|
592
|
|
|
—
|
|
|
592
|
|
||||||||||
Redemption of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
(286
|
)
|
|
—
|
|
|
(286
|
)
|
||||||||||
Cancellation of restricted common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
(731
|
)
|
|
—
|
|
|
(731
|
)
|
||||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
2,586
|
|
|
—
|
|
|
2,613
|
|
|
—
|
|
|
2,613
|
|
||||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||||||
Distributions to noncontrolling interests
|
(1,628
|
)
|
|
—
|
|
|
(1,628
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,360
|
)
|
|
(2,360
|
)
|
||||||||||
Allocation of partners' capital
|
—
|
|
|
311
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(354
|
)
|
|
—
|
|
|
(410
|
)
|
|
—
|
|
|
(410
|
)
|
||||||||||
Adjustment to record redeemable
interests at redemption value |
(291
|
)
|
|
6,233
|
|
|
5,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(5,880
|
)
|
|
—
|
|
|
(5,941
|
)
|
|
—
|
|
|
(5,941
|
)
|
||||||||||
Balance, June 30, 2015
|
$
|
6,204
|
|
|
$
|
36,740
|
|
|
$
|
42,944
|
|
|
25,050
|
|
|
199,750
|
|
|
$
|
565,212
|
|
|
$
|
9,417
|
|
|
$
|
918,177
|
|
|
$
|
(1,830
|
)
|
|
$
|
1,490,976
|
|
|
$
|
7,254
|
|
|
$
|
1,498,230
|
|
|
Redeemable Interests
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
|
Redeemable
Common
Units
|
|
Total
Redeemable
Interests
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Partners'
Capital
|
|
Noncontrolling
Interests
|
|
Total Capital
|
||||||||||||||||||||||
Balance, January 1, 2016
|
$
|
5,586
|
|
|
$
|
19,744
|
|
|
$
|
25,330
|
|
|
25,050
|
|
|
199,748
|
|
|
$
|
565,212
|
|
|
$
|
8,435
|
|
|
$
|
822,383
|
|
|
$
|
(868
|
)
|
|
$
|
1,395,162
|
|
|
$
|
4,876
|
|
|
$
|
1,400,038
|
|
Net income
|
(2,691
|
)
|
|
716
|
|
|
(1,975
|
)
|
|
—
|
|
|
—
|
|
|
22,446
|
|
|
954
|
|
|
92,305
|
|
|
—
|
|
|
115,705
|
|
|
1,259
|
|
|
116,964
|
|
||||||||||
Other comprehensive income (loss)
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
431
|
|
|
431
|
|
|
—
|
|
|
431
|
|
||||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
511
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
516
|
|
||||||||||
Distributions declared - common units
|
—
|
|
|
(2,286
|
)
|
|
(2,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,064
|
)
|
|
(105,790
|
)
|
|
—
|
|
|
(106,854
|
)
|
|
—
|
|
|
(106,854
|
)
|
||||||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,446
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
(22,446
|
)
|
|
—
|
|
|
(22,446
|
)
|
||||||||||
Issuances of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
||||||||||
Redemptions of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
||||||||||
Cancellation of restricted common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
||||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
1,949
|
|
|
—
|
|
|
1,969
|
|
|
—
|
|
|
1,969
|
|
||||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
10,686
|
|
|
10,686
|
|
||||||||||
Distributions to noncontrolling interests
|
(1,925
|
)
|
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(2,829
|
)
|
|
(2,829
|
)
|
||||||||||
Allocation of partners' capital
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(1,491
|
)
|
|
437
|
|
|
(1,109
|
)
|
|
—
|
|
|
(1,109
|
)
|
||||||||||
Adjustment to record redeemable
interests at redemption value |
1,784
|
|
|
(4,098
|
)
|
|
(2,314
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
2,290
|
|
|
—
|
|
|
2,314
|
|
|
—
|
|
|
2,314
|
|
||||||||||
Balance, June 30, 2016
|
$
|
2,754
|
|
|
$
|
15,079
|
|
|
$
|
17,833
|
|
|
25,050
|
|
|
200,032
|
|
|
$
|
565,212
|
|
|
$
|
8,319
|
|
|
$
|
812,175
|
|
|
$
|
—
|
|
|
$
|
1,385,706
|
|
|
$
|
13,992
|
|
|
$
|
1,399,698
|
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
Net income
|
$
|
114,989
|
|
|
$
|
101,536
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
148,711
|
|
|
147,505
|
|
||
Net amortization of deferred finance costs and debt premiums
|
1,476
|
|
|
2,626
|
|
||
Net amortization of intangible lease assets and liabilities
|
(288
|
)
|
|
33
|
|
||
Gain on sales of real estate assets
|
(9,577
|
)
|
|
(14,930
|
)
|
||
Write-off of development projects
|
33
|
|
|
125
|
|
||
Share-based compensation expense
|
2,851
|
|
|
3,406
|
|
||
Net realized gain on sale of available-for-sale securities
|
—
|
|
|
(16,560
|
)
|
||
Loss on impairment
|
63,178
|
|
|
2,781
|
|
||
Gain on extinguishment of debt
|
(6
|
)
|
|
(256
|
)
|
||
Equity in earnings of unconsolidated affiliates
|
(96,739
|
)
|
|
(8,704
|
)
|
||
Distributions of earnings from unconsolidated affiliates
|
8,610
|
|
|
9,778
|
|
||
Provision for doubtful accounts
|
2,223
|
|
|
1,938
|
|
||
Change in deferred tax accounts
|
(320
|
)
|
|
153
|
|
||
Changes in:
|
|
|
|
|
|
||
Tenant and other receivables
|
(13,546
|
)
|
|
(2,960
|
)
|
||
Other assets
|
(5,616
|
)
|
|
(833
|
)
|
||
Accounts payable and accrued liabilities
|
(1,820
|
)
|
|
(6,263
|
)
|
||
Net cash provided by operating activities
|
214,159
|
|
|
219,375
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to real estate assets
|
(103,322
|
)
|
|
(94,231
|
)
|
||
Acquisition of real estate assets
|
—
|
|
|
(191,988
|
)
|
||
(Additions) reductions to restricted cash
|
(8,064
|
)
|
|
3,315
|
|
||
Proceeds from sales of real estate assets
|
88,583
|
|
|
24,233
|
|
||
Additions to mortgage and other notes receivable
|
(3,259
|
)
|
|
—
|
|
||
Payments received on mortgage and other notes receivable
|
515
|
|
|
264
|
|
||
Net proceeds from sales of available-for-sale securities
|
—
|
|
|
20,755
|
|
||
Additional investments in and advances to unconsolidated affiliates
|
(3,650
|
)
|
|
(7,650
|
)
|
||
Distributions in excess of equity in earnings of unconsolidated affiliates
|
60,060
|
|
|
9,789
|
|
||
Changes in other assets
|
(2,498
|
)
|
|
(5,295
|
)
|
||
Net cash provided by (used in) investing activities
|
28,365
|
|
|
(240,808
|
)
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from mortgage and other indebtedness
|
$
|
439,113
|
|
|
$
|
421,289
|
|
Principal payments on mortgage and other indebtedness
|
(570,838
|
)
|
|
(271,516
|
)
|
||
Additions to deferred financing costs
|
(79
|
)
|
|
(190
|
)
|
||
Additions to debt issuance costs
|
(837
|
)
|
|
—
|
|
||
Proceeds from issuances of common units
|
87
|
|
|
101
|
|
||
Redemption of common units
|
(146
|
)
|
|
(286
|
)
|
||
Contributions from noncontrolling interests
|
10,686
|
|
|
15
|
|
||
Distributions to noncontrolling interests
|
(7,044
|
)
|
|
(5,113
|
)
|
||
Distributions to preferred unitholders
|
(22,446
|
)
|
|
(22,446
|
)
|
||
Distributions to common unitholders
|
(106,775
|
)
|
|
(107,771
|
)
|
||
Net cash provided by (used in) financing activities
|
(258,279
|
)
|
|
14,083
|
|
||
|
|
|
|
||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(15,755
|
)
|
|
(7,350
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
36,887
|
|
|
37,926
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
21,132
|
|
|
$
|
30,576
|
|
|
|
|
|
||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
Cash paid for interest, net of amounts capitalized
|
$
|
109,109
|
|
|
$
|
115,467
|
|
(1)
|
Category consists of regional malls, open-air centers and outlet centers (including
one
mixed-use center).
|
(2)
|
Includes CBL's corporate office buildings.
|
(3)
|
The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.
|
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
||||||||
|
Malls
|
|
Community
Centers
|
|
Malls
|
|
Community
Centers
|
||||
Development
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expansions
|
3
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Redevelopments
|
4
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|||||||||||
|
Fair Value at
December 31, 2015 |
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
434
|
|
|
$
|
—
|
|
|
$
|
434
|
|
|
$
|
—
|
|
|
|
|
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
|
||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets
|
$
|
105,647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105,647
|
|
|
$
|
62,348
|
|
|
|
|
|
|
|
|
|
Sales Price
|
|
|
||||||||
Sales Date
|
|
Property
|
|
Property Type
|
|
Location
|
|
Gross
|
|
Net
|
|
Gain
|
||||||
May
|
|
Bonita Lakes Mall and Crossing
(1)
|
|
Mall & Associated Center
|
|
Meridian, MS
|
|
$
|
27,910
|
|
|
$
|
27,770
|
|
|
$
|
140
|
|
April
|
|
The Crossings at Marshalls Creek
|
|
Community Center
|
|
Middle Smithfield, PA
|
|
23,650
|
|
|
21,799
|
|
|
3,281
|
|
|||
March
|
|
River Ridge Mall
(2)
|
|
Mall
|
|
Lynchburg, VA
|
|
33,500
|
|
|
32,959
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
85,060
|
|
|
$
|
82,528
|
|
|
$
|
3,421
|
|
(1)
|
The Company recognized a loss on impairment of real estate of
$5,323
in the first quarter of 2016 when it adjusted the book value of the properties to their contractual sales price, adjusted to reflect disposition costs. See
Note 3
for more information.
|
(2)
|
In March 2016, the Company sold a
75%
interest in River Ridge Mall, located in Lynchburg, VA. In the first quarter of 2016, the Company recorded a non-cash impairment of real estate of
$9,510
to adjust the book value of the property to its net sales price. See
Note 3
for more information. The Company retained a
25%
ownership interest in the property, which is included in investments in unconsolidated affiliates as of
June 30, 2016
on the Company's condensed consolidated balance sheet. See
Note 5
for more information on this new joint venture.
|
|
|
|
|
|
|
|
|
Sales Price
|
|
|
||||||||
Sales Date
|
|
Property
|
|
Property Type
|
|
Location
|
|
Gross
|
|
Net
|
|
Gain
|
||||||
December
|
|
Mayfaire Community Center
(1)
|
|
Community Center
(2)
|
|
Wilmington, NC
|
|
$
|
56,300
|
|
|
$
|
55,955
|
|
|
$
|
—
|
|
December
|
|
Chapel Hill Crossing
(3)
|
|
Associated Center
|
|
Akron, OH
|
|
2,300
|
|
|
2,178
|
|
|
—
|
|
|||
November
|
|
Waynesville Commons
|
|
Community Center
|
|
Waynesville, NC
|
|
14,500
|
|
|
14,289
|
|
|
5,071
|
|
|||
July
|
|
Madison Plaza
|
|
Associated Center
|
|
Huntsville, AL
|
|
5,700
|
|
|
5,472
|
|
|
2,769
|
|
|||
June
|
|
EastGate Crossing
(4)
|
|
Associated Center
|
|
Cincinnati, OH
|
|
21,060
|
|
|
20,688
|
|
|
13,491
|
|
|||
April
|
|
Madison Square
(5)
|
|
Mall
|
|
Huntsville, AL
|
|
5,000
|
|
|
4,955
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
104,860
|
|
|
$
|
103,537
|
|
|
$
|
21,331
|
|
(1)
|
The Company recognized a loss on impairment of real estate of
$397
in the fourth quarter of 2015 when it adjusted the book value of Mayfaire Community Center to its net sales price.
|
(2)
|
This property was combined with Mayfaire Towne Center in the Malls category for segment reporting purposes.
|
(3)
|
The Company recognized a loss on impairment of real estate of
$1,914
in the fourth quarter of 2015 when it adjusted the book value of Chapel Hill Crossing to its net sales price.
|
(4)
|
In the fourth quarter of 2015, the Company earned
$625
of contingent consideration related to the sale of EastGate Crossing and received
$574
of net proceeds for the lease of a tenant space. In the second quarter of 2016, the Company earned
$508
of contingent consideration related to lease of an additional specified tenant space and received
$478
of net proceeds. Additionally, the buyer assumed the mortgage loan on the property, which had a balance of
$14,570
at the time of the sale.
|
(5)
|
The Company recognized a loss on impairment of real estate of
$2,620
in the second quarter of 2015 when it adjusted the book value of Madison Square to its net sales price.
|
•
|
the pro forma for the development and construction of the project and any material deviations or modifications thereto;
|
•
|
the site plan and any material deviations or modifications thereto;
|
•
|
the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;
|
•
|
any acquisition/construction loans or any permanent financings/refinancings;
|
•
|
the annual operating budgets and any material deviations or modifications thereto;
|
•
|
the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and
|
•
|
any material acquisitions or dispositions with respect to the project.
|
|
|
2016
|
||
Land
|
|
$
|
14,421
|
|
Buildings and improvements
|
|
132,230
|
|
|
Tenant improvements
|
|
1,206
|
|
|
Above-market leases
|
|
11,599
|
|
|
In-place leases
|
|
22,538
|
|
|
Total assets
|
|
181,994
|
|
|
Below-market leases
|
|
(7,994
|
)
|
|
Net assets acquired
|
|
$
|
174,000
|
|
|
As of
|
||||||
ASSETS
|
June 30,
2016 |
|
December 31,
2015 |
||||
Investment in real estate assets
|
$
|
2,184,268
|
|
|
$
|
2,357,902
|
|
Accumulated depreciation
|
(549,935
|
)
|
|
(677,448
|
)
|
||
|
1,634,333
|
|
|
1,680,454
|
|
||
Developments in progress
|
17,709
|
|
|
59,592
|
|
||
Net investment in real estate assets
|
1,652,042
|
|
|
1,740,046
|
|
||
Other assets
|
241,951
|
|
|
168,540
|
|
||
Total assets
|
$
|
1,893,993
|
|
|
$
|
1,908,586
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Mortgage and other indebtedness
|
$
|
1,333,293
|
|
|
$
|
1,546,272
|
|
Other liabilities
|
56,261
|
|
|
51,357
|
|
||
Total liabilities
|
1,389,554
|
|
|
1,597,629
|
|
||
|
|
|
|
||||
OWNERS' EQUITY
|
|
|
|
||||
The Company
|
236,005
|
|
|
184,868
|
|
||
Other investors
|
268,434
|
|
|
126,089
|
|
||
Total owners' equity
|
504,439
|
|
|
310,957
|
|
||
Total liabilities and owners' equity
|
$
|
1,893,993
|
|
|
$
|
1,908,586
|
|
|
Total for the Three Months
Ended June 30, |
|
Company's Share for the
Three Months Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
$
|
62,854
|
|
|
$
|
63,111
|
|
|
$
|
29,836
|
|
|
$
|
32,958
|
|
Depreciation and amortization
|
(22,248
|
)
|
|
(19,641
|
)
|
|
(9,156
|
)
|
|
(10,303
|
)
|
||||
Interest income
|
332
|
|
|
335
|
|
|
256
|
|
|
257
|
|
||||
Interest expense
|
(14,181
|
)
|
|
(18,589
|
)
|
|
(7,093
|
)
|
|
(9,587
|
)
|
||||
Operating expenses
|
(18,333
|
)
|
|
(17,468
|
)
|
|
(8,421
|
)
|
|
(9,045
|
)
|
||||
Gain on extinguishment of debt
|
63,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from continuing operations before gain on sales of real estate assets
|
71,718
|
|
|
7,748
|
|
|
5,422
|
|
|
4,280
|
|
||||
Gain on sales of real estate assets
|
60,377
|
|
|
619
|
|
|
58,927
|
|
|
601
|
|
||||
Net income
|
$
|
132,095
|
|
|
$
|
8,367
|
|
|
$
|
64,349
|
|
|
$
|
4,881
|
|
|
|
|
|
|
|
|
|
|
Total for the Six Months
Ended June 30, |
|
Company's Share for the
Six Months Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
$
|
127,058
|
|
|
$
|
125,583
|
|
|
$
|
60,100
|
|
|
$
|
65,793
|
|
Depreciation and amortization
|
(42,858
|
)
|
|
(39,122
|
)
|
|
(18,334
|
)
|
|
(20,620
|
)
|
||||
Interest income
|
668
|
|
|
667
|
|
|
512
|
|
|
512
|
|
||||
Interest expense
|
(27,670
|
)
|
|
(37,383
|
)
|
|
(13,678
|
)
|
|
(19,272
|
)
|
||||
Operating expenses
|
(38,405
|
)
|
|
(36,774
|
)
|
|
(17,183
|
)
|
|
(18,873
|
)
|
||||
Gain on extinguishment of debt
|
63,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from continuing operations before gain on sales of real estate assets
|
82,087
|
|
|
12,971
|
|
|
11,417
|
|
|
7,540
|
|
||||
Gain on sales of real estate assets
|
141,336
|
|
|
1,434
|
|
|
85,322
|
|
|
1,164
|
|
||||
Net income
|
$
|
223,423
|
|
|
$
|
14,405
|
|
|
$
|
96,739
|
|
|
$
|
8,704
|
|
Date
|
|
Property
|
|
Stated
Interest Rate |
|
Maturity
Date (1) |
|
Amount
Financed or Extended |
|
||
June
|
|
Fremaux Town Center
(2)
|
|
3.70%
|
(3)
|
June 2026
|
|
$
|
73,000
|
|
|
June
|
|
Ambassador Town Center
(4)
|
|
3.22%
|
(5)
|
June 2023
|
|
47,660
|
|
|
|
February
|
|
Port Orange
(6)
|
|
LIBOR + 2.0%
|
|
February 2018
|
(7)
|
58,628
|
|
|
|
February
|
|
Hammock Landing - Phase I
(6)
|
|
LIBOR + 2.0%
|
|
February 2018
|
(7)
|
43,347
|
|
(8)
|
|
February
|
|
Hammock Landing - Phase II
(6)
|
|
LIBOR + 2.0%
|
|
February 2018
|
(7)
|
16,757
|
|
|
|
February
|
|
Triangle Town Center, Triangle Town Place, Triangle Town Commons
(9)
|
|
4.00%
|
(10)
|
December 2018
|
(11)
|
171,092
|
|
|
(1)
|
Excludes any extension options.
|
(2)
|
Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of
$71,125
.
|
(3)
|
The joint venture has an interest rate swap on a notional amount of
$73,000
, amortizing to
$52,130
over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
|
(4)
|
The non-recourse loan was used to retire an existing construction loan with a balance of
$41,900
and excess proceeds were utilized to fund remaining construction costs.
|
(5)
|
The joint venture has an interest rate swap on a notional amount of
$47,660
, amortizing to
$38,866
over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
|
(6)
|
The guaranty was reduced from
25%
to
20%
in conjunction with the refinancing. See
Note 12
for more information.
|
(7)
|
The loan was modified and extended to February 2018 with a
one
-year extension option.
|
(8)
|
The capacity was increased from
$39,475
to fund the expansion.
|
(9)
|
The loan was amended and modified in conjunction with the sale of the property to a newly formed joint venture. See previous section in
Note 5
for additional information.
|
(10)
|
The interest rate was reduced from
5.74%
to
4.00%
interest-only payments through the initial maturity date.
|
(11)
|
The loan was extended to December 2018 with
two
one
-year extension options.
|
Consolidated VIEs:
|
Atlanta Outlet Outparcels, LLC
|
Atlanta Outlet Shoppes, LLC
|
CBL Terrace LP
|
El Paso Outlet Center Holding, LLC
|
El Paso Outlet Center II, LLC
|
Foothills Mall Associates
|
Gettysburg Outlet Center Holding, LLC
|
Gettysburg Outlet Center, LLC
|
High Point Development LP II
|
Jarnigan Road LP
|
Laredo Outlet Shoppes, LLC
(1)
|
Lebcon Associates
|
Lebcon I, Ltd
|
Lee Partners
|
Louisville Outlet Outparcels, LLC
|
Louisville Outlet Shoppes, LLC
|
Madison Grandview Forum, LLC
|
The Promenade at D'Ilberville
|
Statesboro Crossing, LLC
|
Village at Orchard Hills, LLC
|
Woodstock Ga Investments, LLC
|
|
Unconsolidated VIEs:
(2)
|
Ambassador Infrastructure, LLC
|
G&I VIII CBL Triangle LLC
(3)
|
(1)
|
In May 2016, the Company formed a
65
/
35
joint venture, Laredo Outlet Shoppes, LLC, to develop, own and operate The Outlet Shoppes of Laredo in Laredo, TX. The Company initially contributed
$7,714
, which consisted of a cash contribution of
$2,434
and its interest in a note receivable of
$5,280
(see
Note 8
), and the third party partner contributed
$10,686
which included land and construction costs to date. The Company will be responsible for contributing
100%
of the capital to fund the project until the pro rata
65%
contribution is reached. All subsequent future contributions will be funded on a
65
/
35
pro rata basis. As of
June 30, 2016
, the Company had funded
$15,493
of the project costs and only
$4,353
remained to be funded by the company to reach the pro rata
65%
contribution level. The Company determined that the new consolidated affiliate represents an interest in a VIE based upon the criteria noted above.
|
(2)
|
In June 2016, the foreclosure process was completed and Phases I and II of Gulf Coast Town Center in Ft. Myers, FL were returned to the lender in satisfaction of the non-recourse mortgage loan. As of June 30, 2016, the Company determined that the unconsolidated affiliate, JG Gulf Coast Town Center LLC, no longer represents an interest in a VIE based upon the criteria noted above.
|
(3)
|
Upon, the sale of the Company's
50
% interest in Triangle Town Member LLC to G&I VIII CBL Triangle LLC, the Company determined that the new unconsolidated affiliate represents an interest in a VIE based upon the criteria noted above.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
||||
Non-recourse loans on operating properties
(2) (3)
|
$
|
2,613,566
|
|
|
5.66%
|
|
$
|
2,736,538
|
|
|
5.68%
|
Senior unsecured notes due 2023
(4)
|
446,349
|
|
|
5.25%
|
|
446,151
|
|
|
5.25%
|
||
Senior unsecured notes due 2024
(5)
|
299,936
|
|
|
4.60%
|
|
299,933
|
|
|
4.60%
|
||
Other
|
—
|
|
|
—%
|
|
2,686
|
|
|
3.50%
|
||
Total fixed-rate debt
|
3,359,851
|
|
|
5.51%
|
|
3,485,308
|
|
|
5.53%
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
||
Non-recourse term loans on operating properties
|
19,266
|
|
|
2.88%
|
|
16,840
|
|
|
2.49%
|
||
Recourse term loans on operating properties
|
25,921
|
|
|
3.05%
|
|
25,635
|
|
|
2.97%
|
||
Unsecured lines of credit
|
388,912
|
|
|
1.65%
|
|
398,904
|
|
|
1.54%
|
||
Unsecured term loans
|
800,000
|
|
|
1.89%
|
|
800,000
|
|
|
1.82%
|
||
Total variable-rate debt
|
1,234,099
|
|
|
1.86%
|
|
1,241,379
|
|
|
1.76%
|
||
Total fixed-rate and variable-rate debt
|
4,593,950
|
|
|
4.53%
|
|
4,726,687
|
|
|
4.54%
|
||
Unamortized deferred financing costs
|
(15,234
|
)
|
|
|
|
(16,059
|
)
|
|
|
||
Liabilities related to assets held for sale
(3)
|
(38,237
|
)
|
|
|
|
—
|
|
|
|
||
Total mortgage and other indebtedness
|
$
|
4,540,479
|
|
|
|
|
$
|
4,710,628
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
(2)
|
The Operating Partnership had
four
interest rate swaps on notional amounts totaling
$101,151
as of
December 31, 2015
related to
four
variable-rate loans on consolidated operating properties to effectively fix the interest rate on the respective loans. Therefore, these amounts were reflected in fixed-rate debt at
December 31, 2015
. The swaps matured April 1, 2016.
|
(3)
|
Includes a
$38,237
mortgage loan secured by Fashion Square that is classified on the condensed consolidated balance sheets as Liabilities Related to Assets Held for Sale. See
Note 4
.
|
(4)
|
The balance is net of an unamortized discount of
$3,651
and
$3,849
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
(5)
|
The balance is net of an unamortized discount of
$64
and
$67
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
|
|
Total
Capacity
|
|
Total
Outstanding
|
|
Maturity
Date
|
|
Extended
Maturity
Date
|
|
||||
Wells Fargo - Facility A
|
|
$
|
500,000
|
|
|
$
|
—
|
|
(1)
|
October 2019
|
|
October 2020
|
(2)
|
First Tennessee
|
|
100,000
|
|
|
3,200
|
|
(3)
|
October 2019
|
|
October 2020
|
(4)
|
||
Wells Fargo - Facility B
|
|
500,000
|
|
|
385,712
|
|
(5)
|
October 2020
|
|
|
|
||
|
|
$
|
1,100,000
|
|
|
$
|
388,912
|
|
|
|
|
|
|
(1)
|
There was
$350
outstanding on this facility as of
June 30, 2016
for letters of credit. Up to
$30,000
of the capacity on this facility can be used for letters of credit.
|
(2)
|
The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of
0.15%
of the commitment amount of the credit facility.
|
(3)
|
Up to
$20,000
of the capacity on this facility can be used for letters of credit.
|
(4)
|
The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of
0.20%
of the commitment amount of the credit facility.
|
(5)
|
There was an additional
$5,464
outstanding on this facility as of
June 30, 2016
for letters of credit. Up to
$30,000
of the capacity on this facility can be used for letters of credit.
|
Ratio
|
|
Required
|
|
Actual
|
Debt to total asset value
|
|
< 60%
|
|
48%
|
Unencumbered asset value to unsecured indebtedness
|
|
> 1.6x
|
|
2.3x
|
Unencumbered NOI to unsecured interest expense
|
|
> 1.75x
|
|
5.0x
|
EBITDA to fixed charges (debt service)
|
|
> 1.5x
|
|
2.4x
|
Ratio
|
|
Required
|
|
Actual
|
Total debt to total assets
|
|
< 60%
|
|
53%
|
Secured debt to total assets
|
|
< 45%
(1)
|
|
31%
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
223%
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.5x
|
|
3.3x
|
(1)
|
On January 1, 2020 and thereafter, secured debt to total assets must be less than
40%
.
|
(1)
|
Proceeds from the non-recourse loan were used to retire an existing
$98,181
loan with an interest rate of
5.86%
that was scheduled to mature in August 2016. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.
|
(2)
|
The loan was modified to extend the maturity date.
|
(3)
|
The loan has a
one
-year extension option at the Company's election for an outside maturity date of June 2018.
|
(4)
|
The loan was modified to extend the maturity date. The interest rate remains at
5.85%
but future amortization payments have been eliminated.
|
(5)
|
The loan has a one-year extension option at the Company's election for an outside maturity date of December 2019.
|
Date
|
|
Property
|
|
Stated
Interest
Rate
|
|
Maturity Date
|
|
Amount
Financed
|
||
May
|
|
The Outlet Shoppes of Laredo
(1)
|
|
LIBOR + 2.5%
|
(2)
|
May 2019
|
(3)
|
$
|
91,300
|
|
(1)
|
The consolidated
65
/
35
joint venture closed on a construction loan for the development of The Outlet Shoppes of Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed
100%
of the loan.
|
(2)
|
The interest rate will be reduced to LIBOR +
2.25%
once the development is complete and certain debt and operational metrics are met.
|
(3)
|
The loan has
one
24
-month extension option, which is at the joint venture's election, for an outside maturity date of May 2021.
|
Date
|
|
Property
|
|
Interest
Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
|
||
June
|
|
Hamilton Place
(1)
|
|
5.86%
|
|
August 2016
|
|
$
|
98,181
|
|
April
|
|
CoolSprings Crossing
(2)
|
|
4.54%
|
|
April 2016
|
|
11,313
|
|
|
April
|
|
Gunbarrel Pointe
(2)
|
|
4.64%
|
|
April 2016
|
|
10,083
|
|
|
April
|
|
Stroud Mall
(2)
|
|
4.59%
|
|
April 2016
|
|
30,276
|
|
|
April
|
|
York Galleria
(2)
|
|
4.55%
|
|
April 2016
|
|
48,337
|
|
(1)
|
The Company retired the loan with proceeds from a
$107,000
fixed-rate non-recourse loan. See above for more information.
|
(2)
|
The Company used proceeds from dispositions to retire the loan.
|
2016
|
|
$
|
327,669
|
|
2017
|
|
842,315
|
|
|
2018
|
|
710,542
|
|
|
2019
|
|
126,468
|
|
|
2020
|
|
596,563
|
|
|
Thereafter
|
|
1,990,738
|
|
|
|
|
4,594,295
|
|
|
Net unamortized premiums
|
|
(345
|
)
|
|
|
|
$
|
4,593,950
|
|
Instrument Type
|
|
Location in
Condensed
Consolidated
Balance Sheet
|
|
Notional
Amount
Outstanding
|
|
Designated
Benchmark
Interest Rate
|
|
Strike
Rate
|
|
Fair
Value at 6/30/16 |
|
Fair
Value at 12/31/15 |
|
Maturity
Date
|
||||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$48,337
(amortizing to $48,337) |
|
1-month
LIBOR |
|
2.149%
|
|
$
|
—
|
|
|
$
|
(208
|
)
|
|
April 2016
|
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$30,276
(amortizing to $30,276) |
|
1-month
LIBOR |
|
2.187%
|
|
—
|
|
|
(133
|
)
|
|
April 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$11,313
(amortizing to $11,313) |
|
1-month
LIBOR |
|
2.142%
|
|
—
|
|
|
(48
|
)
|
|
April 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$10,083
(amortizing to $10,083) |
|
1-month
LIBOR |
|
2.236%
|
|
—
|
|
|
(45
|
)
|
|
April 2016
|
||
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(434
|
)
|
|
|
|
|
Gain Recognized in OCI/L (Effective Portion) |
|
Location of
Losses Reclassified from AOCI into Earnings (Effective Portion) |
|
Loss Recognized in Earnings (Effective Portion) |
|
Location of
Gain Recognized in Earnings (Ineffective Portion) |
|
Gain Recognized
in Earnings (Ineffective Portion) |
||||||||||||||||||
Hedging
Instrument |
|
Three Months Ended
June 30, |
|
|
Three Months Ended
June 30, |
|
|
Three Months Ended
June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|||||||||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
570
|
|
|
Interest
Expense |
|
$
|
—
|
|
|
$
|
(646
|
)
|
|
Interest
Expense |
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Gain Recognized in OCI/L (Effective Portion) |
|
Location of
Losses Reclassified from AOCI into Earnings (Effective Portion) |
|
Loss Recognized in Earnings (Effective Portion) |
|
Location of
Gain Recognized in Earnings (Ineffective Portion) |
|
Gain Recognized
in Earnings (Ineffective Portion) |
||||||||||||||||||
Hedging
Instrument |
|
Six Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|||||||||||||||
Interest rate contracts
|
|
$
|
434
|
|
|
$
|
930
|
|
|
Interest
Expense |
|
$
|
(443
|
)
|
|
$
|
(1,169
|
)
|
|
Interest
Expense |
|
$
|
—
|
|
|
$
|
—
|
|
|
Redeemable
Noncontrolling Interests |
|
The Company
|
|
Noncontrolling
Interests |
|
|
||||||||
|
Unrealized Gains (Losses) - Hedging Agreements
|
|
Total
|
||||||||||||
Beginning balance, April 1, 2015
|
$
|
404
|
|
|
$
|
607
|
|
|
$
|
(3,000
|
)
|
|
$
|
(1,989
|
)
|
OCI before reclassifications
|
6
|
|
|
1,148
|
|
|
62
|
|
|
1,216
|
|
||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
(646
|
)
|
|
—
|
|
|
(646
|
)
|
||||
Net current quarterly period OCI
|
6
|
|
|
502
|
|
|
62
|
|
|
570
|
|
||||
Ending balance, June 30, 2015
|
$
|
410
|
|
|
$
|
1,109
|
|
|
$
|
(2,938
|
)
|
|
$
|
(1,419
|
)
|
(1)
|
Reclassified
$646
of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations.
|
|
Redeemable
Noncontrolling Interests |
|
The Company
|
|
Noncontrolling
Interests |
|
|
||||||||
|
Unrealized Gains (Losses) - Hedging Agreements
|
|
Total
|
||||||||||||
Beginning balance, January 1, 2016
|
$
|
433
|
|
|
$
|
1,935
|
|
|
$
|
(2,802
|
)
|
|
$
|
(434
|
)
|
OCI before reclassifications
|
3
|
|
|
814
|
|
|
60
|
|
|
877
|
|
||||
Amounts reclassified from AOCI
(1)
|
(436
|
)
|
|
(2,749
|
)
|
|
2,742
|
|
|
(443
|
)
|
||||
Net current year-to-date period OCI
|
(433
|
)
|
|
(1,935
|
)
|
|
2,802
|
|
|
434
|
|
||||
Ending balance, June 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reclassified
$443
of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016.
|
|
Redeemable
Noncontrolling Interests |
|
The Company
|
|
Noncontrolling
Interests |
|
|
||||||||||||||||||||
|
Unrealized Gains (Losses)
|
|
|
||||||||||||||||||||||||
|
Hedging Agreements
|
|
Available-for-Sale
Securities |
|
Hedging
Agreements |
|
Available-for-Sale
Securities |
|
Hedging
Agreements |
|
Available-for-Sale
Securities |
|
Total
|
||||||||||||||
Beginning balance, January 1, 2015
|
$
|
401
|
|
|
$
|
384
|
|
|
$
|
303
|
|
|
$
|
13,108
|
|
|
$
|
(3,053
|
)
|
|
$
|
2,826
|
|
|
$
|
13,969
|
|
OCI before reclassifications
|
9
|
|
|
10
|
|
|
1,975
|
|
|
160
|
|
|
115
|
|
|
72
|
|
|
2,341
|
|
|||||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
(394
|
)
|
|
(1,169
|
)
|
|
(13,268
|
)
|
|
—
|
|
|
(2,898
|
)
|
|
(17,729
|
)
|
|||||||
Net current year-to-date period OCI
|
9
|
|
|
(384
|
)
|
|
806
|
|
|
(13,108
|
)
|
|
115
|
|
|
(2,826
|
)
|
|
(15,388
|
)
|
|||||||
Ending balance, June 30, 2015
|
$
|
410
|
|
|
$
|
—
|
|
|
$
|
1,109
|
|
|
$
|
—
|
|
|
$
|
(2,938
|
)
|
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
(1)
|
Reclassified
$16,560
realized gain on sale of available-for-sale securities to Gain on Investment and reclassified
$1,169
of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations.
|
|
Redeemable
Common Units |
|
Partners'
Capital |
|
|
||||||
|
Unrealized Gains (Losses) - Hedging Agreements
|
|
Total
|
||||||||
Beginning balance, April 1, 2015
|
$
|
404
|
|
|
$
|
(2,393
|
)
|
|
$
|
(1,989
|
)
|
OCI before reclassifications
|
7
|
|
|
1,209
|
|
|
1,216
|
|
|||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
(646
|
)
|
|
(646
|
)
|
|||
Net current quarterly period OCI
|
7
|
|
|
563
|
|
|
570
|
|
|||
Ending balance, June 30, 2015
|
$
|
411
|
|
|
$
|
(1,830
|
)
|
|
$
|
(1,419
|
)
|
(1)
|
Reclassified
$646
of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations.
|
|
Redeemable
Common Units |
|
Partners'
Capital |
|
|
||||||
|
Unrealized Gains (Losses) - Hedging Agreements
|
|
Total
|
||||||||
Beginning balance, January 1, 2016
|
$
|
434
|
|
|
$
|
(868
|
)
|
|
$
|
(434
|
)
|
OCI before reclassifications
|
3
|
|
|
874
|
|
|
877
|
|
|||
Amounts reclassified from AOCI
(1)
|
(437
|
)
|
|
(6
|
)
|
|
(443
|
)
|
|||
Net current year-to-date period OCI
|
(434
|
)
|
|
868
|
|
|
434
|
|
|||
Ending balance, June 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reclassified
$443
of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016.
|
|
Redeemable
Common Units |
|
Partners'
Capital |
|
|
||||||||||||||
|
Unrealized Gains (Losses)
|
|
|
||||||||||||||||
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Total
|
||||||||||
Beginning balance, January 1, 2015
|
$
|
401
|
|
|
$
|
384
|
|
|
$
|
(2,750
|
)
|
|
$
|
15,934
|
|
|
$
|
13,969
|
|
OCI before reclassifications
|
10
|
|
|
10
|
|
|
2,089
|
|
|
232
|
|
|
2,341
|
|
|||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
(394
|
)
|
|
(1,169
|
)
|
|
(16,166
|
)
|
|
(17,729
|
)
|
|||||
Net current year-to-date period OCI
|
10
|
|
|
(384
|
)
|
|
920
|
|
|
(15,934
|
)
|
|
(15,388
|
)
|
|||||
Ending balance, June 30, 2015
|
$
|
411
|
|
|
$
|
—
|
|
|
$
|
(1,830
|
)
|
|
$
|
—
|
|
|
$
|
(1,419
|
)
|
(1)
|
Reclassified
$16,560
realized gain on sale of available-for-sale securities to Gain on Investment and reclassified
$1,169
of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations.
|
|
|
|
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||
|
|
Maturity
Date
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
|
Balance
|
||||
Mortgages:
|
|
|
|
|
|
|
|
|
|
|
||||
Columbia Place Outparcel
|
|
Feb 2022
|
|
5.00%
|
|
$
|
330
|
|
|
5.00%
|
|
$
|
342
|
|
Park Place
|
|
May 2022
|
|
5.00%
|
|
1,290
|
|
|
5.00%
|
|
1,369
|
|
||
Village Square
(1)
|
|
Mar 2018
|
|
3.75%
|
|
1,667
|
|
|
3.50%
|
|
1,685
|
|
||
Other
|
|
Dec 2016 - Jan 2047
|
|
2.93% - 9.50%
|
|
4,368
|
|
|
2.93% - 9.50%
|
|
4,380
|
|
||
|
|
|
|
|
|
7,655
|
|
|
|
|
7,776
|
|
||
Other Notes Receivable:
|
|
|
|
|
|
|
|
|
|
|
||||
Horizon Group
(2)
|
|
Nov 2016
|
|
—%
|
|
—
|
|
|
7.00%
|
|
3,096
|
|
||
RED Development Inc.
|
|
Nov 2023
|
|
5.00%
|
|
6,982
|
|
|
5.00%
|
|
7,366
|
|
||
Southwest Theaters
|
|
Apr 2026
|
|
5.00%
|
|
766
|
|
|
—%
|
|
—
|
|
||
Other
|
|
Jan 2017
|
|
7.00%
|
|
300
|
|
|
—%
|
|
—
|
|
||
|
|
|
|
|
|
8,048
|
|
|
|
|
10,462
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
$
|
15,703
|
|
|
|
|
$
|
18,238
|
|
(1)
|
In May 2016, the mortgage note receivable related to Village Square was extended to March 2018. The interest rate increased from
3.5%
to
3.75%
for the period from April 2016 through March 2017, with an increase to a rate of
4.0%
from April 2017 through the maturity date.
|
(2)
|
In May 2016, in conjunction with the formation of the Laredo joint venture (see
Note 5
), the Company contributed its interest in the note of
$5,280
as a capital contribution to the joint venture.
|
Three Months Ended June 30, 2016
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
232,746
|
|
|
$
|
9,857
|
|
|
$
|
4,488
|
|
|
$
|
7,874
|
|
|
$
|
254,965
|
|
Property operating expenses
(2)
|
|
(65,409
|
)
|
|
(2,127
|
)
|
|
(1,260
|
)
|
|
3,112
|
|
|
(65,684
|
)
|
|||||
Interest expense
|
|
(35,486
|
)
|
|
(1,431
|
)
|
|
(66
|
)
|
|
(16,204
|
)
|
|
(53,187
|
)
|
|||||
Other expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,052
|
)
|
|
(5,052
|
)
|
|||||
Gain on sales of real estate assets
|
|
140
|
|
|
478
|
|
|
3,281
|
|
|
5,678
|
|
|
9,577
|
|
|||||
Segment profit (loss)
|
|
$
|
131,991
|
|
|
$
|
6,777
|
|
|
$
|
6,443
|
|
|
$
|
(4,592
|
)
|
|
140,619
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
(72,205
|
)
|
|||||||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
(16,475
|
)
|
|||||||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
251
|
|
|||||||||
Loss on impairment
|
|
|
|
|
|
|
|
|
|
(43,493
|
)
|
|||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
64,349
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
51
|
|
|||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
$
|
73,097
|
|
||||||||
Capital expenditures
(3)
|
|
$
|
12,770
|
|
|
$
|
1,671
|
|
|
$
|
540
|
|
|
$
|
16,393
|
|
|
$
|
31,374
|
|
Three Months Ended June 30, 2015
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
223,744
|
|
|
$
|
10,064
|
|
|
$
|
5,013
|
|
|
$
|
15,022
|
|
|
$
|
253,843
|
|
Property operating expenses
(2)
|
|
(65,048
|
)
|
|
(2,350
|
)
|
|
(1,154
|
)
|
|
730
|
|
|
(67,822
|
)
|
|||||
Interest expense
|
|
(43,882
|
)
|
|
(1,873
|
)
|
|
(1,035
|
)
|
|
(11,964
|
)
|
|
(58,754
|
)
|
|||||
Other expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,928
|
)
|
|
(5,928
|
)
|
|||||
Gain on sales of real estate assets
|
|
—
|
|
|
13,491
|
|
|
—
|
|
|
682
|
|
|
14,173
|
|
|||||
Segment profit (loss)
|
|
$
|
114,814
|
|
|
$
|
19,332
|
|
|
$
|
2,824
|
|
|
$
|
(1,458
|
)
|
|
135,512
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71,239
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,215
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389
|
|
|||||
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
256
|
|
|||||||||
Loss on impairment
|
|
|
|
|
|
|
|
|
|
(2,781
|
)
|
|||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,881
|
|
|||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,472
|
)
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
48,331
|
|
||||
Capital expenditures
(3)
|
|
$
|
229,931
|
|
|
$
|
4,518
|
|
|
$
|
1,197
|
|
|
$
|
17,340
|
|
|
$
|
252,986
|
|
Six Months Ended June 30, 2016
|
|
Malls
|
|
Associated
Centers |
|
Community
Centers |
|
All Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
471,488
|
|
|
$
|
20,099
|
|
|
$
|
9,970
|
|
|
$
|
16,486
|
|
|
$
|
518,043
|
|
Property operating expenses
(2)
|
|
(140,786
|
)
|
|
(4,699
|
)
|
|
(2,403
|
)
|
|
6,000
|
|
|
(141,888
|
)
|
|||||
Interest expense
|
|
(69,881
|
)
|
|
(3,133
|
)
|
|
(364
|
)
|
|
(35,040
|
)
|
|
(108,418
|
)
|
|||||
Other expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,737
|
)
|
|
(14,737
|
)
|
|||||
Gain on sales of real estate assets
|
|
140
|
|
|
478
|
|
|
3,281
|
|
|
5,678
|
|
|
9,577
|
|
|||||
Segment profit (loss)
|
|
$
|
260,961
|
|
|
$
|
12,745
|
|
|
$
|
10,484
|
|
|
$
|
(21,613
|
)
|
|
262,577
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
(148,711
|
)
|
|||||||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
(33,643
|
)
|
|||||||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
611
|
|
|||||||||
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
6
|
|
|||||||||
Loss on impairment
|
|
|
|
|
|
|
|
|
|
(63,178
|
)
|
|||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
96,739
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
588
|
|
|||||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
$
|
114,989
|
|
||||||||
Capital expenditures
(3)
|
|
$
|
61,321
|
|
|
$
|
3,097
|
|
|
$
|
968
|
|
|
$
|
17,134
|
|
|
$
|
82,520
|
|
Six Months Ended June 30, 2015
|
|
Malls
|
|
Associated
Centers |
|
Community
Centers |
|
All Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
454,015
|
|
|
$
|
20,471
|
|
|
$
|
9,694
|
|
|
$
|
30,572
|
|
|
$
|
514,752
|
|
Property operating expenses
(2)
|
|
(138,997
|
)
|
|
(4,946
|
)
|
|
(2,278
|
)
|
|
2,494
|
|
|
(143,727
|
)
|
|||||
Interest expense
|
|
(87,580
|
)
|
|
(3,829
|
)
|
|
(2,230
|
)
|
|
(24,272
|
)
|
|
(117,911
|
)
|
|||||
Other expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,404
|
)
|
|
(12,404
|
)
|
|||||
Gain on sales of real estate assets
|
|
264
|
|
|
13,491
|
|
|
—
|
|
|
1,175
|
|
|
14,930
|
|
|||||
Segment profit (loss)
|
|
$
|
227,702
|
|
|
$
|
25,187
|
|
|
$
|
5,186
|
|
|
$
|
(2,435
|
)
|
|
255,640
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(147,505
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,445
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,663
|
|
|||||
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
256
|
|
|||||||||
Loss on impairment
|
|
|
|
|
|
|
|
|
|
(2,781
|
)
|
|||||||||
Gain on investment
|
|
|
|
|
|
|
|
|
|
16,560
|
|
|||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,704
|
|
|||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,556
|
)
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
101,536
|
|
|||||
Capital expenditures
(3)
|
|
$
|
260,297
|
|
|
$
|
1,390
|
|
|
$
|
1,395
|
|
|
$
|
13,429
|
|
|
$
|
276,511
|
|
Total Assets
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All Other
(1)
|
|
Total
|
||||||||||
June 30, 2016
|
|
$
|
5,538,204
|
|
|
$
|
247,326
|
|
|
$
|
266,368
|
|
|
$
|
228,238
|
|
|
$
|
6,280,136
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
$
|
5,766,084
|
|
|
$
|
252,188
|
|
|
$
|
263,614
|
|
|
$
|
198,105
|
|
|
$
|
6,479,991
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and the Company’s subsidiary that provides security and maintenance services.
|
(2)
|
Property operating expenses include property operating, real estate taxes and maintenance and repairs.
|
(3)
|
Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Denominator – basic
|
170,792
|
|
|
170,494
|
|
|
170,731
|
|
|
170,457
|
|
Effect of performance stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Denominator – diluted
|
170,792
|
|
|
170,494
|
|
|
170,731
|
|
|
170,457
|
|
(1)
|
Performance stock units are contingently issuable common shares and are included in earnings per share if the effect is dilutive. See
Note 13
for a description of the long-term incentive program, which was adopted in 2015, that these units relate to.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Denominator – basic
|
200,045
|
|
|
199,751
|
|
|
199,986
|
|
|
199,716
|
|
Effect of performance stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Denominator – diluted
|
200,045
|
|
|
199,751
|
|
|
199,986
|
|
|
199,716
|
|
(1)
|
Performance stock units are contingently issuable common units and are included in earnings per unit if the effect is dilutive. See
Note 13
for a description of the long-term incentive program, which was adopted in 2015, that these units relate to.
|
(1)
|
Excludes any extension options.
|
(2)
|
The guaranty was reduced from
25%
to
20%
when the loan was modified and extended in February 2016. See
Note 5
.
|
(3)
|
The loan has a
one
-year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019.
|
(4)
|
The guaranty was removed in June 2016 when the construction loan was retired using proceeds from a non-recourse mortgage loan. See
Note 5
for additional information.
|
(5)
|
The guaranty will be reduced to
50%
on March 1st of such year as payment-in-lieu of taxes ("PILOT") payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are
$1,200
or more, provided no event of default exists. The guaranty will be reduced to
20%
when the PILOT payments are
$1,400
or more, provided no event of default exists.
|
(6)
|
The loan has
two
one
-year extension options, which are the unconsolidated affiliate's election, for an outside maturity date of December 2019.
|
|
Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Nonvested at January 1, 2016
|
533,404
|
|
|
$
|
19.19
|
|
Granted
|
319,660
|
|
|
$
|
10.02
|
|
Vested
|
(200,889
|
)
|
|
$
|
16.46
|
|
Forfeited
|
(9,560
|
)
|
|
$
|
17.04
|
|
Nonvested at June 30, 2016
|
642,615
|
|
|
$
|
15.52
|
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Accrued dividends and distributions payable
|
$
|
54,565
|
|
|
$
|
54,490
|
|
Additions to real estate assets accrued but not yet paid
|
12,571
|
|
|
10,301
|
|
||
Assumption of mortgage loan from sale of EastGate Crossing
(1)
|
—
|
|
|
14,570
|
|
(1)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current tax benefit (provision)
|
$
|
(368
|
)
|
|
$
|
(2,826
|
)
|
|
$
|
268
|
|
|
$
|
(1,403
|
)
|
Deferred tax benefit (provision)
|
419
|
|
|
354
|
|
|
320
|
|
|
(153
|
)
|
||||
Income tax benefit (provision)
|
$
|
51
|
|
|
$
|
(2,472
|
)
|
|
$
|
588
|
|
|
$
|
(1,556
|
)
|
•
|
general industry, economic and business conditions;
|
•
|
interest rate fluctuations;
|
•
|
costs and availability of capital and capital requirements;
|
•
|
costs and availability of real estate;
|
•
|
inability to consummate acquisition opportunities and other risks associated with acquisitions;
|
•
|
competition from other companies and retail formats;
|
•
|
changes in retail demand and rental rates in our markets;
|
•
|
shifts in customer demands;
|
•
|
tenant bankruptcies or store closings;
|
•
|
changes in vacancy rates at our properties;
|
•
|
changes in operating expenses;
|
•
|
changes in applicable laws, rules and regulations;
|
•
|
sales of real property;
|
•
|
changes in our credit ratings; and
|
•
|
the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future refinancing requirements and business.
|
(1)
|
Category consists of regional malls, open-air centers and outlet centers (including
one
mixed-use center).
|
(2)
|
Includes our corporate office buildings.
|
(3)
|
We account for these investments using the equity method because one or more of the other partners have substantive participating rights.
|
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
||||||||
|
Malls
|
|
Community Centers
|
|
Malls
|
|
Community Centers
|
||||
Development
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expansions
|
3
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Redevelopments
|
4
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Property
|
|
Location
|
|
Date
Opened/
Acquired
|
New Developments:
|
|
|
|
|
Ambassador Town Center
(1)
|
|
Lafayette, LA
|
|
April 2016
|
Parkway Plaza
|
|
Fort Oglethorpe, GA
|
|
March 2015
|
|
|
|
|
|
Acquisition:
|
|
|
|
|
Mayfaire Town Center
|
|
Wilmington, NC
|
|
June 2015
|
(1)
|
Ambassador Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
73,097
|
|
|
$
|
48,331
|
|
|
$
|
114,989
|
|
|
$
|
101,536
|
|
Adjustments:
(1)
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
79,306
|
|
|
79,391
|
|
|
162,597
|
|
|
163,343
|
|
||||
Interest expense
|
58,602
|
|
|
66,639
|
|
|
118,739
|
|
|
133,786
|
|
||||
Abandoned projects expense
|
32
|
|
|
—
|
|
|
33
|
|
|
125
|
|
||||
Gain on sales of real estate assets
|
(68,504
|
)
|
|
(14,774
|
)
|
|
(94,899
|
)
|
|
(16,094
|
)
|
||||
Gain on investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,560
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
(256
|
)
|
|
(6
|
)
|
|
(256
|
)
|
||||
Loss on impairment
|
43,493
|
|
|
2,781
|
|
|
63,178
|
|
|
2,781
|
|
||||
Income tax (benefit) provision
|
(51
|
)
|
|
2,472
|
|
|
(588
|
)
|
|
1,556
|
|
||||
Lease termination fees
|
(394
|
)
|
|
(1,731
|
)
|
|
(1,345
|
)
|
|
(3,037
|
)
|
||||
Straight-line rent and above- and below-market lease amortization
|
(2,317
|
)
|
|
(1,071
|
)
|
|
(3,542
|
)
|
|
(2,401
|
)
|
||||
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries
|
(1,695
|
)
|
|
(1,490
|
)
|
|
1,432
|
|
|
(2,359
|
)
|
||||
General and administrative expenses
|
16,475
|
|
|
16,215
|
|
|
33,643
|
|
|
33,445
|
|
||||
Management fees and non-property level revenues
|
(6,293
|
)
|
|
(5,580
|
)
|
|
(11,069
|
)
|
|
(17,038
|
)
|
||||
Operating Partnership's share of property NOI
|
191,751
|
|
|
190,927
|
|
|
383,162
|
|
|
378,827
|
|
||||
Non-comparable NOI
|
(9,468
|
)
|
|
(14,702
|
)
|
|
(23,165
|
)
|
|
(29,839
|
)
|
||||
Total same-center NOI
|
$
|
182,283
|
|
|
$
|
176,225
|
|
|
$
|
359,997
|
|
|
$
|
348,988
|
|
(1)
|
Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties.
|
(1)
|
Stabilized malls – Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
|
(2)
|
Non-stabilized malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as non-stabilized malls as of
June 30, 2016
. The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and Fremaux Town Center were classified as non-stabilized malls as of
June 30, 2015
.
|
(3)
|
Excluded malls - We exclude malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:
|
a.
|
Lender Properties - Properties for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender. As of
June 30, 2016
, Chesterfield Mall, Midland Mall and Wausau Center were classified as Lender Properties. As of
June 30, 2015
, Gulf Coast Town Center, Triangle Town Center and Triangle Town Place were classified as Lender Properties. In the first quarter of 2016, Triangle Town Center and Triangle Town Place were recategorized as Minority Interest Properties as described below. In the second quarter of 2016, the foreclosure of Gulf Coast Town Center was complete. Lender Properties are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these properties or they may be under cash management agreements with the respective servicers.
|
b.
|
Repositioning Properties - Properties where we have determined that the current format of the property no longer represents the best use of the property and we are in the process of evaluating alternative strategies for the property, which may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the property, we have determined that the property no longer meets our criteria for long-term investment. The steps taken to reposition these properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Properties. Cary Towne Center and Hickory Point are classified as Repositioning Properties as of
June 30, 2016
. Chesterfield Mall and Wausau Center were categorized as Repositioning Properties as of
June 30, 2015
. Chesterfield Mall was reclassified to the Lender Property category as of March 31, 2016. Wausau Center was moved from Repositioning to the Lender Property category as of June 30, 2016 when it was determined after evaluating redevelopment options that an appropriate risk-adjusted return was not achievable and the mall should be returned to the lender
|
c.
|
Minority Interest Properties - Properties in which we have a 25% or less ownership interest. As of
June 30, 2016
, we had two malls and an associated center in the Minority Interest Property category. Triangle Town Center and Triangle Town Place were reclassified from the Lender Property category in February 2016 upon the Company's sale of its 50% interest in these properties to a newly formed joint venture in which the Company has a 10% ownership interest. The associated debt on these properties was restructured in conjunction with the sale. The Company also sold a 75% interest in River Ridge Mall to a new joint venture in March 2016. See
Note 5
to the condensed consolidated financial statements for more information on these unconsolidated affiliates.
|
|
Six Months Ended
June 30, |
||||
|
2016
|
|
2015
|
||
Malls
|
91.3
|
%
|
|
88.2
|
%
|
Associated centers
|
3.9
|
%
|
|
4.0
|
%
|
Community centers
|
1.7
|
%
|
|
1.9
|
%
|
Mortgages, office buildings and other
|
3.1
|
%
|
|
5.9
|
%
|
|
As of June 30,
|
||||
|
2016
|
|
2015
|
||
Total portfolio
|
92.6
|
%
|
|
91.0
|
%
|
Total mall portfolio
|
91.6
|
%
|
|
90.0
|
%
|
Same-center malls
|
91.7
|
%
|
|
90.2
|
%
|
Stabilized malls
|
91.6
|
%
|
|
89.9
|
%
|
Non-stabilized malls
(2)
|
92.3
|
%
|
|
95.5
|
%
|
Associated centers
|
95.6
|
%
|
|
94.1
|
%
|
Community centers
|
96.8
|
%
|
|
96.8
|
%
|
(1)
|
As noted above, excluded properties are not included in occupancy metrics.
|
(2)
|
Represents occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of
June 30, 2016
and occupancy for The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and Fremaux Town Center as of
June 30, 2015
. Fremaux Town Center was classified as a community center as of
June 30, 2016
.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Operating portfolio:
|
|
|
|
|
|
|
|
||||
New leases
|
492,265
|
|
|
344,889
|
|
|
821,864
|
|
|
705,684
|
|
Renewal leases
|
673,185
|
|
|
473,721
|
|
|
1,434,110
|
|
|
1,224,792
|
|
Development portfolio:
|
|
|
|
|
|
|
|
||||
New leases
|
378,382
|
|
|
105,582
|
|
|
510,068
|
|
|
278,618
|
|
Total leased
|
1,543,832
|
|
|
924,192
|
|
|
2,766,042
|
|
|
2,209,094
|
|
|
As of June 30,
|
||||||
|
2016
|
|
2015
|
||||
Same-center malls
|
$
|
31.82
|
|
|
$
|
31.42
|
|
Stabilized malls
|
31.95
|
|
|
31.26
|
|
||
Non-stabilized malls
(2)
|
26.06
|
|
|
25.19
|
|
||
Associated centers
(3)
|
13.99
|
|
|
13.23
|
|
||
Community centers
(3)
|
15.60
|
|
|
15.74
|
|
||
Office buildings
(3)
|
19.67
|
|
|
19.50
|
|
(1)
|
As noted above, excluded properties are not included in base rent.
|
(2)
|
Represents average annual base rents for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of
June 30, 2016
and average annual base rents for The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and Fremaux Town Center as of
June 30, 2015
. Fremaux Town Center was classified as a community center as of
June 30, 2016
.
|
(3)
|
Includes annual base rent per square foot for all leased locations regardless of size.
|
(1)
|
Average gross rent does not incorporate allowable future increases for recoverable common area expenses.
|
(2)
|
Includes stabilized malls, associated centers, community centers and office buildings.
|
|
Number
of
Leases
|
|
Square
Feet
|
|
Term
(in years)
|
|
Initial
Rent
PSF
|
|
Average
Rent
PSF
|
|
Expiring
Rent
PSF
|
|
Initial Rent
Spread
|
|
Average Rent
Spread
|
|||||||||||||||||||
Commencement 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
New
|
104
|
|
|
324,391
|
|
|
8.65
|
|
|
$
|
48.76
|
|
|
$
|
51.42
|
|
|
$
|
40.46
|
|
|
$
|
8.30
|
|
|
20.5
|
%
|
|
$
|
10.96
|
|
|
27.1
|
%
|
Renewal
|
401
|
|
|
1,190,328
|
|
|
3.67
|
|
|
40.81
|
|
|
41.65
|
|
|
41.44
|
|
|
(0.63
|
)
|
|
(1.5
|
)%
|
|
0.21
|
|
|
0.5
|
%
|
|||||
Commencement 2016 Total
|
505
|
|
|
1,514,719
|
|
|
4.70
|
|
|
$
|
42.51
|
|
|
$
|
43.74
|
|
|
$
|
41.23
|
|
|
$
|
1.28
|
|
|
3.1
|
%
|
|
$
|
2.51
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commencement 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
New
|
7
|
|
|
14,147
|
|
|
9.70
|
|
|
$
|
73.43
|
|
|
$
|
77.84
|
|
|
$
|
67.62
|
|
|
$
|
5.81
|
|
|
8.6
|
%
|
|
$
|
10.22
|
|
|
15.1
|
%
|
Renewal
|
40
|
|
|
113,927
|
|
|
4.38
|
|
|
40.97
|
|
|
41.77
|
|
|
39.64
|
|
|
1.33
|
|
|
3.4
|
%
|
|
2.13
|
|
|
5.4
|
%
|
|||||
Commencement 2017 Total
|
47
|
|
|
128,074
|
|
|
5.17
|
|
|
$
|
44.56
|
|
|
$
|
45.76
|
|
|
$
|
42.73
|
|
|
$
|
1.83
|
|
|
4.3
|
%
|
|
$
|
3.03
|
|
|
7.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total 2016/2017
|
552
|
|
|
1,642,793
|
|
|
4.74
|
|
|
$
|
42.67
|
|
|
$
|
43.90
|
|
|
$
|
41.35
|
|
|
$
|
1.32
|
|
|
3.2
|
%
|
|
$
|
2.55
|
|
|
6.2
|
%
|
|
Six Months Ended
June 30, |
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
214,161
|
|
|
$
|
219,393
|
|
|
$
|
(5,232
|
)
|
Net cash provided by (used in) investing activities
|
28,365
|
|
|
(240,808
|
)
|
|
269,173
|
|
|||
Net cash provided by (used in) financing activities
|
(258,279
|
)
|
|
14,078
|
|
|
(272,357
|
)
|
|||
Net cash flows
|
$
|
(15,753
|
)
|
|
$
|
(7,337
|
)
|
|
$
|
(8,416
|
)
|
June 30, 2016
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-recourse loans on operating properties
(2) (3)
|
|
$
|
2,613,566
|
|
|
$
|
(110,236
|
)
|
|
$
|
551,369
|
|
|
$
|
3,054,699
|
|
|
5.39%
|
Senior unsecured notes due 2023
(4)
|
|
446,349
|
|
|
—
|
|
|
—
|
|
|
446,349
|
|
|
5.25%
|
||||
Senior unsecured notes due 2024
(5)
|
|
299,936
|
|
|
—
|
|
|
—
|
|
|
299,936
|
|
|
4.60%
|
||||
Total fixed-rate debt
|
|
3,359,851
|
|
|
(110,236
|
)
|
|
551,369
|
|
|
3,800,984
|
|
|
5.31%
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse term loans on operating properties
|
|
19,266
|
|
|
(7,575
|
)
|
|
2,399
|
|
|
14,090
|
|
|
2.94%
|
||||
Recourse term loans on operating properties
|
|
25,921
|
|
|
—
|
|
|
71,471
|
|
|
97,392
|
|
|
2.62%
|
||||
Unsecured lines of credit
|
|
388,912
|
|
|
—
|
|
|
—
|
|
|
388,912
|
|
|
1.65%
|
||||
Unsecured term loans
|
|
800,000
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
|
1.89%
|
||||
Total variable-rate debt
|
|
1,234,099
|
|
|
(7,575
|
)
|
|
73,870
|
|
|
1,300,394
|
|
|
1.89%
|
||||
Total fixed-rate and variable-rate debt
|
|
4,593,950
|
|
|
(117,811
|
)
|
|
625,239
|
|
|
5,101,378
|
|
|
4.44%
|
||||
Unamortized deferred financing costs
|
|
(15,234
|
)
|
|
739
|
|
|
(3,001
|
)
|
|
(17,496
|
)
|
|
|
||||
Liabilities related to assets held for sale
(3)
|
|
(38,237
|
)
|
|
—
|
|
|
—
|
|
|
(38,237
|
)
|
|
|
||||
Total mortgage and other indebtedness
|
|
$
|
4,540,479
|
|
|
$
|
(117,072
|
)
|
|
$
|
622,238
|
|
|
$
|
5,045,645
|
|
|
|
December 31, 2015
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse loans on operating properties
(2)
|
|
$
|
2,736,538
|
|
|
$
|
(110,411
|
)
|
|
$
|
664,249
|
|
|
$
|
3,290,376
|
|
|
5.51%
|
Senior unsecured notes due 2023
(4)
|
|
446,151
|
|
|
—
|
|
|
—
|
|
|
446,151
|
|
|
5.25%
|
||||
Senior unsecured notes due 2024
(5)
|
|
299,933
|
|
|
—
|
|
|
—
|
|
|
299,933
|
|
|
4.60%
|
||||
Other
|
|
2,686
|
|
|
(1,343
|
)
|
|
—
|
|
|
1,343
|
|
|
3.50%
|
||||
Total fixed-rate debt
|
|
3,485,308
|
|
|
(111,754
|
)
|
|
664,249
|
|
|
4,037,803
|
|
|
5.41%
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse term loans on operating properties
|
|
16,840
|
|
|
(6,981
|
)
|
|
2,546
|
|
|
12,405
|
|
|
2.55%
|
||||
Recourse term loans on operating properties
|
|
25,635
|
|
|
—
|
|
|
102,377
|
|
|
128,012
|
|
|
2.51%
|
||||
Construction loans
|
|
—
|
|
|
—
|
|
|
30,047
|
|
|
30,047
|
|
|
2.12%
|
||||
Unsecured lines of credit
|
|
398,904
|
|
|
—
|
|
|
—
|
|
|
398,904
|
|
|
1.54%
|
||||
Unsecured term loans
|
|
800,000
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
|
1.82%
|
||||
Total variable-rate debt
|
|
1,241,379
|
|
|
(6,981
|
)
|
|
134,970
|
|
|
1,369,368
|
|
|
1.81%
|
||||
Total fixed-rate and variable-rate debt
|
|
4,726,687
|
|
|
(118,735
|
)
|
|
799,219
|
|
|
5,407,171
|
|
|
4.50%
|
||||
Unamortized deferred financing costs
|
|
(16,059
|
)
|
|
855
|
|
|
(1,486
|
)
|
|
(16,690
|
)
|
|
|
||||
Total mortgage and other indebtedness
|
|
$
|
4,710,628
|
|
|
$
|
(117,880
|
)
|
|
$
|
797,733
|
|
|
$
|
5,390,481
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
|
(2)
|
We had
four
interest rate swaps with notional amounts outstanding totaling
$101,151
as of
December 31, 2015
related to
four
of our variable-rate loans on consolidated operating properties to effectively fix the interest rates on these loans. Therefore, these amounts are reflected in fixed-rate debt at
December 31, 2015
. The swaps matured April 1, 2016. We have two interest rate swaps with notional amounts outstanding totaling
$120,660
as of
June 30, 2016
related to two of our variable-rate loans on unconsolidated operating properties to effectively fix the interest rates on these loans. Therefore, there amounts are reflected in fixed-rate debt at
June 30, 2016
.
|
(3)
|
Includes a
$38,237
mortgage loan secured by Fashion Square that is classified on the condensed consolidated balance sheets as Liabilities Related to Assets Held for Sale. See
Note 4
to the condensed consolidated financial statements.
|
(4)
|
Net of unamortized discount of
$3,651
and
$3,849
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
(5)
|
Net of unamortized discount of
$64
and
$67
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
|
Balance
|
|
||
|
As of June 30, 2016
(1)
|
|
||
Consolidated Properties:
|
|
|
||
Greenbrier Mall
|
$
|
71,265
|
|
(2)
|
Midland Mall
|
32,021
|
|
(3)
|
|
Chesterfield Mall
|
140,000
|
|
(3)
|
|
Dakota Square Mall
|
55,199
|
|
(4)
|
|
|
298,485
|
|
|
|
Unconsolidated Property:
|
|
|
||
Governor's Square Mall
|
6,874
|
|
(4)
|
|
|
|
|
||
2016 Maturities at pro rata share
|
$
|
305,359
|
|
|
(1)
|
Based on original maturity date.
|
(2)
|
We are in discussions with the lender to extend the maturity date on this loan.
|
(3)
|
We plan to return these properties to the respective lenders as part of the foreclosure process.
|
(4)
|
We plan to retire these loans using availability on our credit lines.
|
Date
|
|
Property
|
|
Consolidated/
Unconsolidated Property |
|
Stated
Interest Rate |
|
Maturity
Date (1) |
|
Amount
Financed
or
Extended
|
|
||
June
|
|
Hamilton Place
(2)
|
|
Consolidated
|
|
4.36%
|
|
June 2026
|
|
$
|
107,000
|
|
|
June
|
|
Statesboro Crossing
(3)
|
|
Consolidated
|
|
LIBOR + 1.80%
|
|
June 2017
|
(4)
|
11,035
|
|
|
|
June
|
|
Fremaux Town Center
(5)
|
|
Unconsolidated
|
|
3.70%
|
(6)
|
June 2026
|
|
73,000
|
|
|
|
June
|
|
Ambassador Town Center
(7)
|
|
Unconsolidated
|
|
3.22%
|
(8)
|
June 2023
|
|
47,660
|
|
|
|
May
|
|
The Outlet Shoppes of Laredo
(9)
|
|
Consolidated
|
|
LIBOR + 2.5%
|
(10)
|
May 2019
|
(11)
|
91,300
|
|
|
|
April
|
|
Hickory Point Mall
(12)
|
|
Consolidated
|
|
5.85%
|
(13)
|
December 2018
|
(13)
|
27,446
|
|
|
|
February
|
|
Port Orange
(14)
|
|
Unconsolidated
|
|
LIBOR + 2.0%
|
|
February 2018
|
(15)
|
58,628
|
|
|
|
February
|
|
Hammock Landing - Phase I
(14)
|
|
Unconsolidated
|
|
LIBOR + 2.0%
|
|
February 2018
|
(15)
|
43,347
|
|
(16)
|
|
February
|
|
Hammock Landing - Phase II
(14)
|
|
Unconsolidated
|
|
LIBOR + 2.0%
|
|
February 2018
|
(15)
|
16,757
|
|
|
|
February
|
|
Triangle Town Center, Triangle Town Place, Triangle Town Commons
(17)
|
|
Unconsolidated
|
|
4.00%
|
(18)
|
December 2018
|
(19)
|
171,092
|
|
|
(1)
|
Excludes any extension options.
|
(2)
|
Proceeds from the non-recourse loan were used to retire an existing
$98,181
loan with an interest rate of
5.86%
that was scheduled to mature in August 2016. Our share of excess proceeds was used to reduce outstanding balances on our credit facilities.
|
(3)
|
The loan was modified to extend the maturity date.
|
(4)
|
The loan has a one-year extension option at our election for an outside maturity date of June 2018.
|
(5)
|
Net proceeds from the non-recourse loan were used to retire two existing construction loans with an aggregate balance of
$71,125
.
|
(6)
|
The joint venture has an interest rate swap on a notional amount of
$73,000
, amortizing to
$52,130
over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
|
(7)
|
The non-recourse loan was used to retire an existing construction loan with a balance of
$41,900
and excess proceeds were utilized to fund remaining construction costs.
|
(8)
|
The joint venture has an interest rate swap on a notional amount of
$47,660
, amortizing to
$38,866
over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
|
(9)
|
The consolidated
65
/
35
joint venture closed on a construction loan for the development of The Outlet Shoppes of Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed
100%
of the loan.
|
(10)
|
The interest rate will be reduced to LIBOR + 2.25% once the development is complete and certain debt and operational metrics are met.
|
(11)
|
The loan has one 24-month extension option, which is at the joint venture's election, for an outside maturity date of May 2021.
|
(12)
|
The loan was modified to extend the maturity date. The interest rate remains at
5.85%
but future amortization payments have been eliminated.
|
(13)
|
The loan has a one-year extension option at our election for an outside maturity date of December 2019.
|
(14)
|
The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See
Note 12
to the condensed consolidated financial statements for more information.
|
(15)
|
The loan was modified and extended to February 2018 with a one-year extension option.
|
(16)
|
The capacity was increased from $39,475 to fund the expansion.
|
(17)
|
The loan was amended and modified in conjunction with the sale of the property to a newly formed joint venture. See
Note 5
to the condensed consolidated financial statements for more information.
|
(18)
|
The interest rate was reduced from
5.74%
to
4.00%
interest-only payments through the initial maturity date.
|
(19)
|
The loan was extended to December 2018 with two one-year extension options.
|
Date
|
|
Property
|
|
Interest
Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
|
||
June
|
|
Hamilton Place
(1)
|
|
5.86%
|
|
August 2016
|
|
$
|
98,181
|
|
April
|
|
CoolSprings Crossing
(2)
|
|
4.54%
|
|
April 2016
|
|
11,313
|
|
|
April
|
|
Gunbarrel Pointe
(2)
|
|
4.64%
|
|
April 2016
|
|
10,083
|
|
|
April
|
|
Stroud Mall
(2)
|
|
4.59%
|
|
April 2016
|
|
30,276
|
|
|
April
|
|
York Galleria
(2)
|
|
4.55%
|
|
April 2016
|
|
48,337
|
|
(1)
|
We retired the loan with proceeds from a
$107,000
fixed-rate non-recourse loan. See above for more information.
|
(2)
|
We used proceeds from dispositions to retire the loan.
|
Instrument Type
|
|
Location in
Condensed Consolidated Balance Sheet |
|
Notional
Amount
Outstanding
|
|
Designated
Benchmark Interest Rate |
|
Strike
Rate |
|
Fair
Value at 6/30/16 |
|
Fair
Value at 12/31/15 |
|
Maturity
Date |
|||||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$48,337
(amortizing to $48,337) |
|
1-month
LIBOR |
|
2.149
|
%
|
|
$
|
—
|
|
|
$
|
(208
|
)
|
|
April 2016
|
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$30,276
(amortizing to $30,276) |
|
1-month
LIBOR |
|
2.187
|
%
|
|
—
|
|
|
(133
|
)
|
|
April 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$11,313
(amortizing to $11,313) |
|
1-month
LIBOR |
|
2.142
|
%
|
|
—
|
|
|
(48
|
)
|
|
April 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$10,083
(amortizing to $10,083) |
|
1-month
LIBOR |
|
2.236
|
%
|
|
—
|
|
|
(45
|
)
|
|
April 2016
|
||
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(434
|
)
|
|
|
|
Shares
Outstanding |
|
Stock Price
(1)
|
|
Value
|
|||||
Common stock and operating partnership units
|
200,032
|
|
|
$
|
9.31
|
|
|
$
|
1,862,298
|
|
7.375% Series D Cumulative Redeemable Preferred Stock
|
1,815
|
|
|
250.00
|
|
|
453,750
|
|
||
6.625% Series E Cumulative Redeemable Preferred Stock
|
690
|
|
|
250.00
|
|
|
172,500
|
|
||
Total market equity
|
|
|
|
|
|
|
2,488,548
|
|
||
Company’s share of total debt
|
|
|
|
|
|
|
5,101,378
|
|
||
Total market capitalization
|
|
|
|
|
|
|
$
|
7,589,926
|
|
|
Debt-to-total-market capitalization ratio
|
|
|
|
|
|
|
67.2
|
%
|
(1)
|
Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on
June 30, 2016
. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
|
Ratio
|
|
Required
|
|
Actual
|
Debt to total asset value
|
|
< 60%
|
|
48%
|
Unencumbered asset value to unsecured indebtedness
|
|
> 1.6x
|
|
2.3x
|
Unencumbered NOI to unsecured interest expense
|
|
> 1.75x
|
|
5.0x
|
EBITDA to fixed charges (debt service)
|
|
> 1.5x
|
|
2.4x
|
Ratio
|
|
Required
|
|
Actual
|
Total debt to total assets
|
|
< 60%
|
|
53%
|
Secured debt to total assets
|
|
< 45%
(1)
|
|
31%
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
223%
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.5x
|
|
3.3x
|
(1)
|
On January 1, 2020 and thereafter, secured debt to total assets must be less than
40%
.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Tenant allowances
(1)
|
$
|
21,251
|
|
|
$
|
19,344
|
|
|
$
|
32,896
|
|
|
$
|
32,040
|
|
|
|
|
|
|
|
|
|
||||||||
Renovations
|
1,507
|
|
|
9,883
|
|
|
4,621
|
|
|
12,046
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred maintenance:
|
|
|
|
|
|
|
|
||||||||
Parking lot and parking lot lighting
|
2,045
|
|
|
5,535
|
|
|
2,765
|
|
|
7,447
|
|
||||
Roof repairs and replacements
|
374
|
|
|
1,178
|
|
|
1,043
|
|
|
2,109
|
|
||||
Other capital expenditures
|
1,703
|
|
|
1,093
|
|
|
5,828
|
|
|
2,159
|
|
||||
Total deferred maintenance
|
4,122
|
|
|
7,806
|
|
|
9,636
|
|
|
11,715
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Capitalized overhead
|
1,622
|
|
|
1,710
|
|
|
2,948
|
|
|
3,709
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Capitalized interest
|
448
|
|
|
1,024
|
|
|
996
|
|
|
2,232
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total capital expenditures
|
$
|
28,950
|
|
|
$
|
39,767
|
|
|
$
|
51,097
|
|
|
$
|
61,742
|
|
(1)
|
Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total Project
Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
Opening Date |
|
Initial
Unleveraged Yield |
|||||
Community Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ambassador Town Center
|
|
Lafayette, LA
|
|
65%
|
|
431,139
|
|
|
$
|
40,295
|
|
|
$
|
28,929
|
|
|
Apr-16
|
|
8.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mall Expansion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee)
|
|
Bismarck, ND
|
|
100%
|
|
12,570
|
|
|
3,702
|
|
|
3,382
|
|
|
Mar-16
|
|
10.5%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mall Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CoolSprings Galleria - Sears Redevelopment
(American Girl, Cheesecake Factory) |
|
Nashville, TN
|
|
50%
|
|
193,137
|
|
|
37,091
|
|
|
9,269
|
|
|
May-16
|
|
7.2%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Properties Opened
|
|
|
|
|
|
636,846
|
|
|
$
|
81,088
|
|
|
$
|
41,580
|
|
|
|
|
|
(1)
|
Total cost is presented net of reimbursements to be received.
|
(2)
|
Cost to date does not reflect reimbursements until they are received.
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||
Property
|
|
Location
|
|
CBL
Ownership
Interest
|
|
Total Project
Square Feet
|
|
Total
Cost
(1)
|
|
Cost to
Date
(2)
|
|
Expected
Opening Date
|
|
Initial
Unleveraged
Yield
|
|||||
Outlet Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Outlet Shoppes of Laredo
|
|
Laredo, TX
|
|
65%
|
|
357,756
|
|
|
$
|
69,630
|
|
|
$
|
10,515
|
|
|
Spring-17
|
|
9.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mall Expansions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dakota Square expansion
|
|
Minot, ND
|
|
100%
|
|
23,922
|
|
|
7,453
|
|
|
1,068
|
|
|
Fall-16
|
|
7.5%
|
||
Friendly Center - Cheesecake Factory
|
|
Greensboro, NC
|
|
50%
|
|
9,156
|
|
|
2,307
|
|
|
807
|
|
|
Fall-16
|
|
10.8%
|
||
Friendly Center - Shops
|
|
Greensboro, NC
|
|
50%
|
|
12,765
|
|
|
2,638
|
|
|
1,423
|
|
|
Fall-16
|
|
8.1%
|
||
Hamilton Place - Theatre
|
|
Chattanooga, TN
|
|
100%
|
|
30,169
|
|
|
5,409
|
|
|
3,085
|
|
|
Fall-16
|
|
9.1%
|
||
Mayfaire Town Center - Phase I
|
|
Wilmington, NC
|
|
100%
|
|
67,766
|
|
|
19,072
|
|
|
2,791
|
|
|
Fall-16
|
|
8.4%
|
||
|
|
|
|
|
|
143,778
|
|
|
36,879
|
|
|
9,174
|
|
|
|
|
|
||
Community Center Expansions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Forum at Grandview - Expansion
|
|
Madison, MS
|
|
75%
|
|
24,516
|
|
|
5,624
|
|
|
653
|
|
|
Fall-16
|
|
8.5%
|
||
Hammock Landing - Expansion
|
|
West Melbourne, FL
|
|
50%
|
|
23,717
|
|
|
2,351
|
|
|
1,374
|
|
|
Fall-16
|
|
10.7%
|
||
High Pointe Commons - (Petco)
|
|
Harrisburg, PA
|
|
50%
|
|
12,885
|
|
|
1,055
|
|
|
452
|
|
|
Oct-16
|
|
10.5%
|
||
|
|
|
|
|
|
61,118
|
|
|
9,030
|
|
|
2,479
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mall Redevelopments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
College Square - JCP Redevelopment (Dick's/ULTA)
|
|
Morristown, TN
|
|
100%
|
|
90,879
|
|
|
14,992
|
|
|
5,677
|
|
|
Fall-16
|
|
7.6%
|
||
Northpark Mall - (Dunham's Sports)
|
|
Joplin, MO
|
|
100%
|
|
80,524
|
|
|
3,362
|
|
|
1,523
|
|
|
Fall-16
|
|
9.5%
|
||
Oak Park Mall - Self Development
|
|
Overland Park, KS
|
|
50%
|
|
6,735
|
|
|
1,210
|
|
|
915
|
|
|
Summer-16
|
|
8.2%
|
||
Randolph Mall - JCP Redevelopment (Ross/ULTA)
|
|
Asheboro, NC
|
|
100%
|
|
33,796
|
|
|
4,372
|
|
|
3,928
|
|
|
Summer-16
|
|
7.8%
|
||
York Galleria Mall - Partial JCP Redevelopment (H&M/Shops)
|
|
York, PA
|
|
100%
|
|
42,672
|
|
|
5,582
|
|
|
913
|
|
|
Fall-16
|
|
7.8%
|
||
York Galleria Mall - Partial JCP Redevelopment (Gold's Gym/Shops)
|
|
York, PA
|
|
100%
|
|
40,832
|
|
|
5,658
|
|
|
90
|
|
|
Spring-17
|
|
12.8%
|
||
|
|
|
|
|
|
295,438
|
|
|
35,176
|
|
|
13,046
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Properties Under Development
|
|
|
|
|
|
858,090
|
|
|
$
|
150,715
|
|
|
$
|
35,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(1) Total Cost is presented net of reimbursements to be received.
|
|
|
|
|
|
|
|||||||||||||
(2) Cost to Date does not reflect reimbursements until they are received.
|
|
|
|
|
|
|
•
|
Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.
|
•
|
We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.
|
(1)
|
Excludes any extension options.
|
(2)
|
The guaranty was reduced from 25% to 20% when the loan was modified and extended in February 2016. See
Note 5
to the condensed consolidated financial statements.
|
(3)
|
The loan has a
one
-year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019.
|
(4)
|
The guaranty was removed in June 2016 when the construction loan was retired using proceeds from a non-recourse mortgage loan. See
Note 5
to the condensed consolidated financial statements or additional information.
|
(5)
|
The guaranty will be reduced to
50%
on March 1st of such year as PILOT payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are
$1,200
or more, provided no event of default exists. The guaranty will be reduced to
20%
when the PILOT payments are
$1,400
or more, provided no event of default exists.
|
(6)
|
The loan has two one-year extension options, which are the unconsolidated affiliate's election, for an outside maturity date of December 2019.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to common shareholders
|
$
|
51,696
|
|
|
$
|
30,672
|
|
|
$
|
80,547
|
|
|
$
|
65,613
|
|
Noncontrolling interest in income of Operating Partnership
|
8,483
|
|
|
4,946
|
|
|
13,428
|
|
|
11,118
|
|
||||
Depreciation and amortization expense of:
|
|
|
|
|
|
|
|
||||||||
Consolidated properties
|
72,205
|
|
|
71,239
|
|
|
148,711
|
|
|
147,505
|
|
||||
Unconsolidated affiliates
|
9,156
|
|
|
10,303
|
|
|
18,334
|
|
|
20,620
|
|
||||
Non-real estate assets
|
(722
|
)
|
|
(731
|
)
|
|
(1,559
|
)
|
|
(1,573
|
)
|
||||
Noncontrolling interests' share of depreciation and amortization
|
(2,055
|
)
|
|
(2,151
|
)
|
|
(4,448
|
)
|
|
(4,782
|
)
|
||||
Loss on impairment
|
43,493
|
|
|
2,781
|
|
|
63,178
|
|
|
2,781
|
|
||||
Gain on depreciable property, net of tax
|
(35,521
|
)
|
|
(12,129
|
)
|
|
(35,521
|
)
|
|
(12,196
|
)
|
||||
FFO allocable to Operating Partnership common unitholders
|
146,735
|
|
|
104,930
|
|
|
282,670
|
|
|
229,086
|
|
||||
Litigation settlements, net of related expenses
(1)
|
—
|
|
|
3,004
|
|
|
1,707
|
|
|
(1,654
|
)
|
||||
Nonrecurring professional fees expense
(1)
|
1,119
|
|
|
—
|
|
|
1,119
|
|
|
—
|
|
||||
Gain on investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,560
|
)
|
||||
Equity in earnings from disposals of unconsolidated affiliates
|
(29,235
|
)
|
|
—
|
|
|
(55,630
|
)
|
|
—
|
|
||||
Gain on extinguishment of debt
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
||||
FFO allocable to Operating Partnership common unitholders, as adjusted
|
$
|
118,619
|
|
|
$
|
107,678
|
|
|
$
|
229,866
|
|
|
$
|
210,616
|
|
|
|
|
|
|
|
|
|
||||||||
FFO per diluted share
|
$
|
0.73
|
|
|
$
|
0.53
|
|
|
$
|
1.41
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
||||||||
FFO, as adjusted, per diluted share
|
$
|
0.59
|
|
|
$
|
0.54
|
|
|
$
|
1.15
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted
|
200,045
|
|
|
199,751
|
|
|
199,986
|
|
|
199,716
|
|
(1)
|
Litigation settlement income is included in interest and other income in the Condensed Consolidated Statements of Operations. Litigation expense, including settlements paid, is included in general and administrative expense in the Condensed Consolidated Statements of Operations. Nonrecurring professional fees expense is included in general and administrative expense in the Condensed Consolidated Statements of Operations.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Diluted EPS attributable to common shareholders
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
0.47
|
|
|
$
|
0.38
|
|
Eliminate amounts per share excluded from FFO:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests
|
0.39
|
|
|
0.40
|
|
|
0.81
|
|
|
0.82
|
|
||||
Loss on impairment
|
0.22
|
|
|
0.01
|
|
|
0.31
|
|
|
0.01
|
|
||||
Gain on depreciable property, net of tax
|
(0.18
|
)
|
|
(0.06
|
)
|
|
(0.18
|
)
|
|
(0.06
|
)
|
||||
FFO per diluted share
|
$
|
0.73
|
|
|
$
|
0.53
|
|
|
$
|
1.41
|
|
|
$
|
1.15
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
FFO allocable to Operating Partnership common unitholders
|
$
|
146,735
|
|
|
$
|
104,930
|
|
|
$
|
282,670
|
|
|
$
|
229,086
|
|
Percentage allocable to common shareholders
(1)
|
85.38
|
%
|
|
85.35
|
%
|
|
85.37
|
%
|
|
85.35
|
%
|
||||
FFO allocable to common shareholders
|
$
|
125,282
|
|
|
$
|
89,558
|
|
|
$
|
241,315
|
|
|
$
|
195,525
|
|
|
|
|
|
|
|
|
|
||||||||
FFO allocable to Operating Partnership common unitholders, as adjusted
|
$
|
118,619
|
|
|
$
|
107,678
|
|
|
$
|
229,866
|
|
|
$
|
210,616
|
|
Percentage allocable to common shareholders
(1)
|
85.38
|
%
|
|
85.35
|
%
|
|
85.37
|
%
|
|
85.35
|
%
|
||||
FFO allocable to common shareholders, as adjusted
|
$
|
101,277
|
|
|
$
|
91,903
|
|
|
$
|
196,237
|
|
|
$
|
179,761
|
|
(1)
|
Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
|
Period
|
|
Total
Number
of Shares
Purchased
(1) (2)
|
|
Average
Price Paid
per
Share
(3)
|
|
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Plan
(2)
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plan
(2)
|
||||||||||
April 1–30, 2016
|
|
137
|
|
|
|
$
|
11.70
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
May 1–31, 2016
|
|
104
|
|
|
|
11.04
|
|
|
|
—
|
|
|
|
—
|
|
|
||
June 1–30, 2016
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||
Total
|
|
241
|
|
|
|
$
|
11.42
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
(1)
|
Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock.
|
(2)
|
Does not include any activity under the $200 million common stock repurchase program approved by the Company's Board of Directors in July 2015, pursuant to which no shares were repurchased during the quarter.
|
(3)
|
Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.
|
Exhibit
Number
|
|
Description
|
12.1
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Properties, Inc.
|
12.2
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Limited Partnership
|
12.3
|
|
Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Properties, Inc.
|
12.4
|
|
Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Limited Partnership
|
31.1
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
31.2
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
31.3
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
31.4
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
32.1
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
32.2
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
32.3
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
32.4
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
1 Year CBL and Associates Prope... Chart |
1 Month CBL and Associates Prope... Chart |
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