Price Graph
Price
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DELAWARE (CBL & ASSOCIATES PROPERTIES, INC.)
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62-1545718
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DELAWARE (CBL & ASSOCIATES LIMITED PARTNERSHIP)
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62-1542285
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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CBL & Associates Properties, Inc.
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Yes
x
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No
o
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CBL & Associates Limited Partnership
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Yes
x
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No
o
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CBL & Associates Properties, Inc.
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Yes
x
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No
o
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CBL & Associates Limited Partnership
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Yes
x
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No
o
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CBL & Associates Properties, Inc.
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||
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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CBL & Associates Limited Partnership
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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CBL & Associates Properties, Inc.
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Yes
o
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No
x
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CBL & Associates Limited Partnership
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Yes
o
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No
x
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•
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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;
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•
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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
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•
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creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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•
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condensed consolidated financial statements;
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•
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certain accompanying notes to condensed consolidated financial statements, including Note 5 - Unconsolidated Affiliates and Noncontrolling Interests; Note 6 - Mortgage and Other Indebtedness, Net; Note 7 - Comprehensive Income; and Note 11 - Earnings per Share and Earnings per Unit;
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•
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controls and procedures in Item 4 of Part I of this report;
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•
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information concerning unregistered sales of equity securities and use of proceeds in Item 2 of Part II of this report; and
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•
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certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.
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PART I
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FINANCIAL INFORMATION
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CBL & Associates Properties, Inc.
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CBL & Associates Limited Partnership
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CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
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ASSETS
(1)
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March 31,
2017 |
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December 31,
2016 |
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Real estate assets:
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Land
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$
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851,977
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$
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820,979
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Buildings and improvements
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6,964,175
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6,942,452
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7,816,152
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7,763,431
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Accumulated depreciation
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(2,477,356
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)
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(2,427,108
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)
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5,338,796
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5,336,323
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Held for sale
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—
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5,861
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Developments in progress
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185,228
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178,355
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Net investment in real estate assets
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5,524,024
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5,520,539
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Cash and cash equivalents
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27,553
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18,951
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Receivables:
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Tenant, net of allowance for doubtful accounts of $1,875
and $1,910 in 2017 and 2016, respectively |
90,485
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94,676
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Other, net of allowance for doubtful accounts of $838
in 2017 and 2016 |
11,519
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6,227
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Mortgage and other notes receivable
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16,347
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16,803
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Investments in unconsolidated affiliates
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262,216
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266,872
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Intangible lease assets and other assets
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194,005
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180,572
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$
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6,126,149
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$
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6,104,640
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LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
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Mortgage and other indebtedness, net
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$
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4,522,480
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$
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4,465,294
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Accounts payable and accrued liabilities
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273,745
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280,498
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Total liabilities
(1)
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4,796,225
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4,745,792
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Commitments and contingencies (Note 6 and Note 12)
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Redeemable noncontrolling interests
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15,472
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17,996
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Shareholders' equity:
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Preferred stock, $.01 par value, 15,000,000 shares authorized:
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7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding |
18
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18
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6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding |
7
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7
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Common stock, $.01 par value, 350,000,000 shares
authorized, 171,093,900 and 170,792,645 issued and outstanding in 2017 and 2016, respectively |
1,711
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1,708
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Additional paid-in capital
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1,971,155
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1,969,059
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Dividends in excess of cumulative earnings
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(764,524
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)
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(742,078
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)
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Total shareholders' equity
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1,208,367
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1,228,714
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Noncontrolling interests
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106,085
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112,138
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Total equity
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1,314,452
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1,340,852
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$
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6,126,149
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$
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6,104,640
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(1)
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As of
March 31, 2017
, includes
$663,290
of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and
$444,033
of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See
Note 5
.
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CBL & Associates Properties, Inc.
(In thousands, except per share data)
(Unaudited)
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|||||||
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Three Months Ended
March 31, |
||||||
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2017
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2016
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||||
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REVENUES:
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Minimum rents
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$
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159,750
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$
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170,629
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Percentage rents
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2,389
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4,673
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Other rents
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3,652
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5,062
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Tenant reimbursements
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67,291
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73,366
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Management, development and leasing fees
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3,452
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2,581
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Other
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1,479
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6,767
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Total revenues
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238,013
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263,078
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OPERATING EXPENSES:
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Property operating
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34,914
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38,628
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Depreciation and amortization
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71,220
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76,506
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Real estate taxes
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22,083
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23,028
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Maintenance and repairs
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13,352
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14,548
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General and administrative
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16,082
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17,168
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Loss on impairment
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3,263
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19,685
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Other
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—
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9,685
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Total operating expenses
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160,914
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199,248
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Income from operations
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77,099
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63,830
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Interest and other income
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1,404
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|
360
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|
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Interest expense
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(56,201
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)
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(55,231
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)
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Gain on extinguishment of debt
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4,055
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6
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Income tax benefit
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800
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537
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Equity in earnings of unconsolidated affiliates
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5,373
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32,390
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Income from continuing operations before gain on sales of real estate assets
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32,530
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41,892
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Gain on sales of real estate assets
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5,988
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—
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Net income
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38,518
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41,892
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Net (income) loss attributable to noncontrolling interests in:
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|||
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Operating Partnership
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(3,690
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)
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(4,945
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)
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Other consolidated subsidiaries
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(713
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)
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3,127
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Net income attributable to the Company
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34,115
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40,074
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Preferred dividends
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(11,223
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)
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(11,223
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)
|
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Net income attributable to common shareholders
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$
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22,892
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$
|
28,851
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||||
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Basic and diluted per share data attributable to common shareholders:
|
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|
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|||
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Net income attributable to common shareholders
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$
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0.13
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$
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0.17
|
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Weighted-average common and potential dilutive common shares outstanding
|
170,989
|
|
|
170,669
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|
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||||
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Dividends declared per common share
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$
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0.265
|
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$
|
0.265
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Three Months Ended
March 31, |
||||||
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2017
|
|
2016
|
||||
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Net income
|
$
|
38,518
|
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|
$
|
41,892
|
|
|
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|
||||
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Other comprehensive income:
|
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|
||||
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Unrealized gain on hedging instruments
|
—
|
|
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877
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|
||
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Reclassification of hedging effect on earnings
|
—
|
|
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(443
|
)
|
||
|
Total other comprehensive income
|
—
|
|
|
434
|
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||
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|
||||
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Comprehensive income
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38,518
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|
42,326
|
|
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|
Comprehensive (income) loss attributable to noncontrolling interests in:
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Operating Partnership
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(3,690
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)
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(5,008
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)
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Other consolidated subsidiaries
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(713
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)
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|
3,127
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|
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|
Comprehensive income attributable to the Company
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$
|
34,115
|
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$
|
40,445
|
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Equity
|
||||||||||||||||||||||||||||||||
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Shareholders' Equity
|
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|
|
|
||||||||||||||||||||||||||||
|
|
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)
|
(3,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,074
|
|
|
40,074
|
|
|
5,043
|
|
|
45,117
|
|
|||||||||
|
Other comprehensive income
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
371
|
|
|
60
|
|
|
431
|
|
|||||||||
|
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,261
|
)
|
|
(45,261
|
)
|
|
—
|
|
|
(45,261
|
)
|
|||||||||
|
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||||
|
Issuances of 323,353 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
3
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
|||||||||
|
Cancellation of 23,066 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
|||||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
|
1,254
|
|
|||||||||
|
Adjustment for noncontrolling interests
|
288
|
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|
(2,306
|
)
|
|
—
|
|
|
(3,796
|
)
|
|
3,509
|
|
|
(287
|
)
|
|||||||||
|
Adjustment to record redeemable
noncontrolling interests at redemption value |
592
|
|
|
—
|
|
|
—
|
|
|
(592
|
)
|
|
—
|
|
|
—
|
|
|
(592
|
)
|
|
—
|
|
|
(592
|
)
|
|||||||||
|
Distributions to noncontrolling interests
|
(2,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,528
|
)
|
|
(9,528
|
)
|
|||||||||
|
Balance, March 31, 2016
|
$
|
20,854
|
|
|
$
|
25
|
|
|
$
|
1,708
|
|
|
$
|
1,969,888
|
|
|
$
|
—
|
|
|
$
|
(705,438
|
)
|
|
$
|
1,266,183
|
|
|
$
|
113,713
|
|
|
$
|
1,379,896
|
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||
|
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||
|
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
|
Balance, January 1, 2017
|
$
|
17,996
|
|
|
$
|
25
|
|
|
$
|
1,708
|
|
|
$
|
1,969,059
|
|
|
$
|
(742,078
|
)
|
|
$
|
1,228,714
|
|
|
$
|
112,138
|
|
|
$
|
1,340,852
|
|
|
Net income
|
204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,115
|
|
|
34,115
|
|
|
4,199
|
|
|
38,314
|
|
||||||||
|
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,338
|
)
|
|
(45,338
|
)
|
|
—
|
|
|
(45,338
|
)
|
||||||||
|
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
|
Issuances of 330,938 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
3
|
|
|
371
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
||||||||
|
Cancellation of 29,683 shares of restricted
common stock |
—
|
|
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
||||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
||||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|
1,246
|
|
||||||||
|
Adjustment for noncontrolling interests
|
730
|
|
|
—
|
|
|
—
|
|
|
(1,572
|
)
|
|
—
|
|
|
(1,572
|
)
|
|
842
|
|
|
(730
|
)
|
||||||||
|
Adjustment to record redeemable
noncontrolling interests at redemption value |
(2,315
|
)
|
|
—
|
|
|
—
|
|
|
2,001
|
|
|
—
|
|
|
2,001
|
|
|
314
|
|
|
2,315
|
|
||||||||
|
Deconsolidation of investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,231
|
)
|
|
(2,231
|
)
|
||||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
263
|
|
||||||||
|
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,440
|
)
|
|
(9,440
|
)
|
||||||||
|
Balance, March 31, 2017
|
$
|
15,472
|
|
|
$
|
25
|
|
|
$
|
1,711
|
|
|
$
|
1,971,155
|
|
|
$
|
(764,524
|
)
|
|
$
|
1,208,367
|
|
|
$
|
106,085
|
|
|
$
|
1,314,452
|
|
|
CBL & Associates Properties, Inc.
(In thousands)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
|
Net income
|
$
|
38,518
|
|
|
$
|
41,892
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
|
Depreciation and amortization
|
71,220
|
|
|
76,506
|
|
||
|
Net amortization of deferred financing costs, debt premiums and discounts
|
1,113
|
|
|
717
|
|
||
|
Net amortization of intangible lease assets and liabilities
|
(748
|
)
|
|
(622
|
)
|
||
|
Gain on sales of real estate assets
|
(5,988
|
)
|
|
—
|
|
||
|
Write-off of development projects
|
—
|
|
|
1
|
|
||
|
Share-based compensation expense
|
1,912
|
|
|
1,802
|
|
||
|
Loss on impairment
|
3,263
|
|
|
19,685
|
|
||
|
Gain on extinguishment of debt
|
(4,055
|
)
|
|
—
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
(5,373
|
)
|
|
(32,390
|
)
|
||
|
Distributions of earnings from unconsolidated affiliates
|
3,995
|
|
|
4,113
|
|
||
|
Provision for doubtful accounts
|
1,744
|
|
|
2,104
|
|
||
|
Change in deferred tax accounts
|
1,608
|
|
|
99
|
|
||
|
Changes in:
|
|
|
|
|
|
||
|
Tenant and other receivables
|
(2,838
|
)
|
|
(4,458
|
)
|
||
|
Other assets
|
(4,816
|
)
|
|
(5,115
|
)
|
||
|
Accounts payable and accrued liabilities
|
5,321
|
|
|
(18,557
|
)
|
||
|
Net cash provided by operating activities
|
104,876
|
|
|
85,777
|
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
|
Additions to real estate assets
|
(51,522
|
)
|
|
(34,304
|
)
|
||
|
Acquisitions of real estate assets
|
(79,799
|
)
|
|
—
|
|
||
|
Additions to restricted cash
|
(412
|
)
|
|
(3,133
|
)
|
||
|
Proceeds from sales of real estate assets
|
13,716
|
|
|
33,425
|
|
||
|
Additions to mortgage and other notes receivable
|
—
|
|
|
(2,484
|
)
|
||
|
Payments received on mortgage and other notes receivable
|
456
|
|
|
231
|
|
||
|
Additional investments in and advances to unconsolidated affiliates
|
(2,723
|
)
|
|
(4,363
|
)
|
||
|
Distributions in excess of equity in earnings of unconsolidated affiliates
|
7,907
|
|
|
9,023
|
|
||
|
Changes in other assets
|
(7,749
|
)
|
|
(528
|
)
|
||
|
Net cash used in investing activities
|
(120,126
|
)
|
|
(2,133
|
)
|
||
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
|
Proceeds from mortgage and other indebtedness
|
$
|
389,391
|
|
|
$
|
90,702
|
|
|
Principal payments on mortgage and other indebtedness
|
(298,374
|
)
|
|
(118,102
|
)
|
||
|
Additions to deferred financing costs
|
(120
|
)
|
|
(79
|
)
|
||
|
Proceeds from issuances of common stock
|
49
|
|
|
40
|
|
||
|
Contributions from noncontrolling interests
|
263
|
|
|
—
|
|
||
|
Payment of tax withholdings for restricted stock awards
|
(292
|
)
|
|
—
|
|
||
|
Distributions to noncontrolling interests
|
(10,582
|
)
|
|
(11,662
|
)
|
||
|
Dividends paid to holders of preferred stock
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Dividends paid to common shareholders
|
(45,260
|
)
|
|
(45,181
|
)
|
||
|
Net cash provided by (used in) financing activities
|
23,852
|
|
|
(95,505
|
)
|
||
|
|
|
|
|
||||
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
8,602
|
|
|
(11,861
|
)
|
||
|
CASH AND CASH EQUIVALENTS, beginning of period
|
18,951
|
|
|
36,892
|
|
||
|
CASH AND CASH EQUIVALENTS, end of period
|
$
|
27,553
|
|
|
$
|
25,031
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
|
Cash paid for interest, net of amounts capitalized
|
$
|
37,063
|
|
|
$
|
45,115
|
|
|
ASSETS
(1)
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
Real estate assets:
|
|
|
|
||||
|
Land
|
$
|
851,977
|
|
|
$
|
820,979
|
|
|
Buildings and improvements
|
6,964,175
|
|
|
6,942,452
|
|
||
|
|
7,816,152
|
|
|
7,763,431
|
|
||
|
Accumulated depreciation
|
(2,477,356
|
)
|
|
(2,427,108
|
)
|
||
|
|
5,338,796
|
|
|
5,336,323
|
|
||
|
Held for sale
|
—
|
|
|
5,861
|
|
||
|
Developments in progress
|
185,228
|
|
|
178,355
|
|
||
|
Net investment in real estate assets
|
5,524,024
|
|
|
5,520,539
|
|
||
|
Cash and cash equivalents
|
27,547
|
|
|
18,943
|
|
||
|
Receivables:
|
|
|
|
|
|
||
|
Tenant, net of allowance for doubtful accounts of $1,875
and $1,910 in 2017 and 2016, respectively |
90,485
|
|
|
94,676
|
|
||
|
Other, net of allowance for doubtful accounts of $838
in 2017 and 2016 |
11,470
|
|
|
6,179
|
|
||
|
Mortgage and other notes receivable
|
16,347
|
|
|
16,803
|
|
||
|
Investments in unconsolidated affiliates
|
262,748
|
|
|
267,405
|
|
||
|
Intangible lease assets and other assets
|
193,883
|
|
|
180,452
|
|
||
|
|
$
|
6,126,504
|
|
|
$
|
6,104,997
|
|
|
|
|
|
|
||||
|
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
|
|
|
|
|
|
||
|
Mortgage and other indebtedness, net
|
$
|
4,522,480
|
|
|
$
|
4,465,294
|
|
|
Accounts payable and accrued liabilities
|
273,807
|
|
|
280,528
|
|
||
|
Total liabilities
(1)
|
4,796,287
|
|
|
4,745,822
|
|
||
|
Commitments and contingencies (Note 6 and Note 12)
|
|
|
|
|
|
||
|
Redeemable common units
|
15,472
|
|
|
17,996
|
|
||
|
Partners' capital:
|
|
|
|
|
|
||
|
Preferred units
|
565,212
|
|
|
565,212
|
|
||
|
Common units:
|
|
|
|
||||
|
General partner
|
7,528
|
|
|
7,781
|
|
||
|
Limited partners
|
732,686
|
|
|
756,083
|
|
||
|
Total partners' capital
|
1,305,426
|
|
|
1,329,076
|
|
||
|
Noncontrolling interests
|
9,319
|
|
|
12,103
|
|
||
|
Total capital
|
1,314,745
|
|
|
1,341,179
|
|
||
|
|
$
|
6,126,504
|
|
|
$
|
6,104,997
|
|
|
(1)
|
As of
March 31, 2017
, includes
$663,290
of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and
$444,033
of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See
Note 5
.
|
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Operations
(In thousands, except per unit data)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
REVENUES:
|
|
|
|
||||
|
Minimum rents
|
$
|
159,750
|
|
|
$
|
170,629
|
|
|
Percentage rents
|
2,389
|
|
|
4,673
|
|
||
|
Other rents
|
3,652
|
|
|
5,062
|
|
||
|
Tenant reimbursements
|
67,291
|
|
|
73,366
|
|
||
|
Management, development and leasing fees
|
3,452
|
|
|
2,581
|
|
||
|
Other
|
1,479
|
|
|
6,767
|
|
||
|
Total revenues
|
238,013
|
|
|
263,078
|
|
||
|
|
|
|
|
||||
|
OPERATING EXPENSES:
|
|
|
|
|
|
||
|
Property operating
|
34,914
|
|
|
38,628
|
|
||
|
Depreciation and amortization
|
71,220
|
|
|
76,506
|
|
||
|
Real estate taxes
|
22,083
|
|
|
23,028
|
|
||
|
Maintenance and repairs
|
13,352
|
|
|
14,548
|
|
||
|
General and administrative
|
16,082
|
|
|
17,168
|
|
||
|
Loss on impairment
|
3,263
|
|
|
19,685
|
|
||
|
Other
|
—
|
|
|
9,685
|
|
||
|
Total operating expenses
|
160,914
|
|
|
199,248
|
|
||
|
Income from operations
|
77,099
|
|
|
63,830
|
|
||
|
Interest and other income
|
1,404
|
|
|
360
|
|
||
|
Interest expense
|
(56,201
|
)
|
|
(55,231
|
)
|
||
|
Gain on extinguishment of debt
|
4,055
|
|
|
6
|
|
||
|
Income tax benefit
|
800
|
|
|
537
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
5,373
|
|
|
32,390
|
|
||
|
Income from continuing operations before gain on sales of real estate assets
|
32,530
|
|
|
41,892
|
|
||
|
Gain on sales of real estate assets
|
5,988
|
|
|
—
|
|
||
|
Net income
|
38,518
|
|
|
41,892
|
|
||
|
Net (income) loss attributable to noncontrolling interests
|
(713
|
)
|
|
3,127
|
|
||
|
Net income attributable to the Operating Partnership
|
37,805
|
|
|
45,019
|
|
||
|
Distributions to preferred unitholders
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Net income attributable to common unitholders
|
$
|
26,582
|
|
|
$
|
33,796
|
|
|
|
|
|
|
||||
|
Basic and diluted per unit data attributable to common unitholders:
|
|
|
|
|
|||
|
Net income attributable to common unitholders
|
$
|
0.13
|
|
|
$
|
0.17
|
|
|
Weighted-average common and potential dilutive common units outstanding
|
199,281
|
|
|
199,926
|
|
||
|
|
|
|
|
||||
|
Distributions declared per common unit
|
$
|
0.273
|
|
|
$
|
0.273
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
Net income
|
$
|
38,518
|
|
|
$
|
41,892
|
|
|
|
|
|
|
||||
|
Other comprehensive income:
|
|
|
|
||||
|
Unrealized gain on hedging instruments
|
—
|
|
|
877
|
|
||
|
Reclassification of hedging effect on earnings
|
—
|
|
|
(443
|
)
|
||
|
Total other comprehensive income
|
—
|
|
|
434
|
|
||
|
|
|
|
|
||||
|
Comprehensive income
|
38,518
|
|
|
42,326
|
|
||
|
Comprehensive (income) loss attributable to noncontrolling interests
|
(713
|
)
|
|
3,127
|
|
||
|
Comprehensive income of the Operating Partnership
|
$
|
37,805
|
|
|
$
|
45,453
|
|
|
|
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 (loss)
|
(3,489
|
)
|
|
264
|
|
|
(3,225
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
344
|
|
|
33,188
|
|
|
—
|
|
|
44,755
|
|
|
362
|
|
|
45,117
|
|
||||||||||
|
Other comprehensive income
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431
|
|
|
431
|
|
|
—
|
|
|
431
|
|
||||||||||
|
Distributions declared - common units
|
—
|
|
|
(1,143
|
)
|
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(533
|
)
|
|
(52,895
|
)
|
|
—
|
|
|
(53,428
|
)
|
|
—
|
|
|
(53,428
|
)
|
||||||||||
|
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||||
|
Issuances of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
||||||||||
|
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
||||||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
255
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
1,242
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
|
1,254
|
|
||||||||||
|
Allocation of partners' capital
|
—
|
|
|
288
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(496
|
)
|
|
437
|
|
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
||||||||||
|
Adjustment to record redeemable
interests at redemption value |
592
|
|
|
—
|
|
|
592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(586
|
)
|
|
—
|
|
|
(592
|
)
|
|
—
|
|
|
(592
|
)
|
||||||||||
|
Distributions to noncontrolling interests
|
(991
|
)
|
|
—
|
|
|
(991
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,361
|
)
|
|
(1,361
|
)
|
||||||||||
|
Balance, March 31, 2016
|
$
|
1,698
|
|
|
$
|
19,156
|
|
|
$
|
20,854
|
|
|
25,050
|
|
|
200,048
|
|
|
$
|
565,212
|
|
|
$
|
8,224
|
|
|
$
|
803,219
|
|
|
$
|
—
|
|
|
$
|
1,376,655
|
|
|
$
|
3,877
|
|
|
$
|
1,380,532
|
|
|
|
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Redeemable
Common
Units
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Total
Partners'
Capital
|
|
Noncontrolling
Interests
|
|
Total Capital
|
||||||||||||||||
|
Balance, January 1, 2017
|
$
|
17,996
|
|
|
25,050
|
|
|
199,085
|
|
|
$
|
565,212
|
|
|
$
|
7,781
|
|
|
$
|
756,083
|
|
|
$
|
1,329,076
|
|
|
$
|
12,103
|
|
|
$
|
1,341,179
|
|
|
Net income
|
204
|
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
271
|
|
|
26,107
|
|
|
37,601
|
|
|
713
|
|
|
38,314
|
|
|||||||
|
Distributions declared - common units
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(533
|
)
|
|
(52,716
|
)
|
|
(53,249
|
)
|
|
—
|
|
|
(53,249
|
)
|
|||||||
|
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
|
Issuances of common units
|
—
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|||||||
|
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
341
|
|
|
344
|
|
|
—
|
|
|
344
|
|
|||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
1,233
|
|
|
1,246
|
|
|
—
|
|
|
1,246
|
|
|||||||
|
Allocation of partners' capital
|
730
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(733
|
)
|
|
(764
|
)
|
|
—
|
|
|
(764
|
)
|
|||||||
|
Adjustment to record redeemable
interests at redemption value |
(2,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
2,291
|
|
|
2,315
|
|
|
—
|
|
|
2,315
|
|
|||||||
|
Deconsolidation of investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,231
|
)
|
|
(2,231
|
)
|
|||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
263
|
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,529
|
)
|
|
(1,529
|
)
|
|||||||
|
Balance, March 31, 2017
|
$
|
15,472
|
|
|
25,050
|
|
|
199,386
|
|
|
$
|
565,212
|
|
|
$
|
7,528
|
|
|
$
|
732,686
|
|
|
$
|
1,305,426
|
|
|
$
|
9,319
|
|
|
$
|
1,314,745
|
|
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
|
Net income
|
$
|
38,518
|
|
|
$
|
41,892
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
|
Depreciation and amortization
|
71,220
|
|
|
76,506
|
|
||
|
Net amortization of deferred financing costs, debt premiums and discounts
|
1,113
|
|
|
717
|
|
||
|
Net amortization of intangible lease assets and liabilities
|
(748
|
)
|
|
(622
|
)
|
||
|
Gain on sales of real estate assets
|
(5,988
|
)
|
|
—
|
|
||
|
Write-off of development projects
|
—
|
|
|
1
|
|
||
|
Share-based compensation expense
|
1,912
|
|
|
1,802
|
|
||
|
Loss on impairment
|
3,263
|
|
|
19,685
|
|
||
|
Gain on extinguishment of debt
|
(4,055
|
)
|
|
—
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
(5,373
|
)
|
|
(32,390
|
)
|
||
|
Distributions of earnings from unconsolidated affiliates
|
3,995
|
|
|
4,113
|
|
||
|
Provision for doubtful accounts
|
1,744
|
|
|
2,104
|
|
||
|
Change in deferred tax accounts
|
1,608
|
|
|
99
|
|
||
|
Changes in:
|
|
|
|
|
|
||
|
Tenant and other receivables
|
(2,838
|
)
|
|
(4,410
|
)
|
||
|
Other assets
|
(4,816
|
)
|
|
(5,115
|
)
|
||
|
Accounts payable and accrued liabilities
|
5,323
|
|
|
(18,605
|
)
|
||
|
Net cash provided by operating activities
|
104,878
|
|
|
85,777
|
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
|
Additions to real estate assets
|
(51,522
|
)
|
|
(34,304
|
)
|
||
|
Acquisition of real estate assets
|
(79,799
|
)
|
|
—
|
|
||
|
Additions to restricted cash
|
(412
|
)
|
|
(3,133
|
)
|
||
|
Proceeds from sales of real estate assets
|
13,716
|
|
|
33,425
|
|
||
|
Additions to mortgage and other notes receivable
|
—
|
|
|
(2,484
|
)
|
||
|
Payments received on mortgage and other notes receivable
|
456
|
|
|
231
|
|
||
|
Additional investments in and advances to unconsolidated affiliates
|
(2,723
|
)
|
|
(4,363
|
)
|
||
|
Distributions in excess of equity in earnings of unconsolidated affiliates
|
7,907
|
|
|
9,023
|
|
||
|
Changes in other assets
|
(7,749
|
)
|
|
(528
|
)
|
||
|
Net cash used in investing activities
|
(120,126
|
)
|
|
(2,133
|
)
|
||
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
|
Proceeds from mortgage and other indebtedness
|
$
|
389,391
|
|
|
$
|
90,702
|
|
|
Principal payments on mortgage and other indebtedness
|
(298,374
|
)
|
|
(118,102
|
)
|
||
|
Additions to deferred financing costs
|
(120
|
)
|
|
(79
|
)
|
||
|
Proceeds from issuances of common units
|
49
|
|
|
40
|
|
||
|
Contributions from noncontrolling interests
|
263
|
|
|
—
|
|
||
|
Payment of tax withholdings for restricted stock awards
|
(292
|
)
|
|
—
|
|
||
|
Distributions to noncontrolling interests
|
(2,672
|
)
|
|
(2,352
|
)
|
||
|
Distributions to preferred unitholders
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Distributions to common unitholders
|
(53,170
|
)
|
|
(54,491
|
)
|
||
|
Net cash provided by (used in) financing activities
|
23,852
|
|
|
(95,505
|
)
|
||
|
|
|
|
|
||||
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
8,604
|
|
|
(11,861
|
)
|
||
|
CASH AND CASH EQUIVALENTS, beginning of period
|
18,943
|
|
|
36,887
|
|
||
|
CASH AND CASH EQUIVALENTS, end of period
|
$
|
27,547
|
|
|
$
|
25,026
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
|
Cash paid for interest, net of amounts capitalized
|
$
|
37,063
|
|
|
$
|
45,115
|
|
|
|
Malls
(1)
|
|
Associated
Centers
|
|
Community
Centers
|
|
Office
Buildings
|
|
Total
|
|
Consolidated properties
|
64
|
|
20
|
|
4
|
|
5
|
(2)
|
93
|
|
Unconsolidated properties
(3)
|
9
|
|
3
|
|
5
|
|
—
|
|
17
|
|
Total
|
73
|
|
23
|
|
9
|
|
5
|
|
110
|
|
(1)
|
Category consists of regional malls, open-air centers and outlet centers (including
one
mixed-use center).
|
|
(2)
|
Includes CBL's
two
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.
|
|
|
Malls
|
|
Associated
Centers
|
|
Development
|
1
|
|
—
|
|
Expansions
|
2
|
|
—
|
|
Redevelopments
|
7
|
|
1
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
|
|
2016
|
||||||||||||||
|
Net cash provided by operating activities
(1)
|
|
$
|
85,777
|
|
|
$
|
128,384
|
|
|
$
|
125,464
|
|
|
$
|
128,954
|
|
|
Reclassification of cash payments for withheld shares
|
|
202
|
|
|
87
|
|
|
(69
|
)
|
|
60
|
|
||||
|
Net cash provided by operating activities
(2)
|
|
$
|
85,979
|
|
|
$
|
128,471
|
|
|
$
|
125,395
|
|
|
$
|
129,014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net cash used in financing activities
(1)
|
|
$
|
(95,505
|
)
|
|
$
|
(162,774
|
)
|
|
$
|
(89,447
|
)
|
|
$
|
(137,348
|
)
|
|
Reclassification of cash payments for withheld shares
|
|
(202
|
)
|
|
(87
|
)
|
|
69
|
|
|
(60
|
)
|
||||
|
Net cash used in financing activities
(2)
|
|
$
|
(95,707
|
)
|
|
$
|
(162,861
|
)
|
|
$
|
(89,378
|
)
|
|
$
|
(137,408
|
)
|
|
(1)
|
Prior to adoption of ASU 2016-09.
|
|
(2)
|
Subsequent to adoption of ASU 2016-09.
|
|
Impairment Date
|
|
Property
|
|
Location
|
|
Segment Classification
|
|
Loss on Impairment
|
|
Fair
Value
(1)
|
||||
|
March
|
|
Vacant land
(2)
|
|
Woodstock, GA
|
|
Malls
|
|
$
|
3,147
|
|
|
$
|
—
|
|
|
(1)
|
The long-lived asset is not included in the Company's consolidated balance sheets at
March 31, 2017
as the Company no longer has an interest in the consolidated joint venture as described below.
|
|
(2)
|
The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests in March 2017 to a fair value of
$1,000
. In conjunction with the divestiture and assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner. See
Note 6
for more information.
|
|
|
|
Sears Stores
|
|
Macy's Stores
|
|
Total
|
||||||
|
Land
|
|
$
|
45,028
|
|
|
$
|
4,635
|
|
|
$
|
49,663
|
|
|
Building and improvements
|
|
14,814
|
|
|
1,965
|
|
|
16,779
|
|
|||
|
Tenant improvements
|
|
4,234
|
|
|
377
|
|
|
4,611
|
|
|||
|
Above-market leases
|
|
681
|
|
|
—
|
|
|
681
|
|
|||
|
In-place leases
|
|
8,364
|
|
|
579
|
|
|
8,943
|
|
|||
|
Total assets
|
|
73,121
|
|
|
7,556
|
|
|
80,677
|
|
|||
|
Below-market leases
|
|
(356
|
)
|
|
(522
|
)
|
|
(878
|
)
|
|||
|
Net assets acquired
|
|
$
|
72,765
|
|
|
$
|
7,034
|
|
|
$
|
79,799
|
|
|
|
|
Sears Stores
|
|
Macy's Stores
|
|
Above-market leases
|
|
2.0
|
|
—
|
|
In-place leases
|
|
2.2
|
|
2.2
|
|
Below-market leases
|
|
5.4
|
|
2.2
|
|
|
|
|
|
|
|
|
|
Sales Price
|
|
|
||||||||
|
Sales Date
|
|
Property
|
|
Property Type
|
|
Location
|
|
Gross
|
|
Net
|
|
Gain
|
||||||
|
January
|
|
One Oyster Point & Two Oyster Point
(1)
|
|
Office Building
|
|
Newport News, VA
|
|
$
|
6,250
|
|
|
$
|
6,142
|
|
|
$
|
—
|
|
|
(1)
|
The Company recorded a loss on impairment of
$3,844
in the third quarter of 2016 to write down the office buildings to their estimated fair value based upon a signed contract with the third party buyer, adjusted to reflect disposition costs.
|
|
Transfer
Date
|
|
Property
|
|
Property Type
|
|
Location
|
|
Balance of
Non-recourse
Debt
|
|
Gain on
Extinguishment
of Debt
|
||||
|
January
|
|
Midland Mall
(1)
|
|
Mall
|
|
Midland. MI
|
|
$
|
31,953
|
|
|
$
|
4,055
|
|
|
(1)
|
The mortgage lender completed the foreclosure process and received title to the mall in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of
$4,681
was recorded in the first quarter of 2016 to write down the book value of the mall to its then estimated fair value. The Company also recorded
$479
of aggregate non-cash default interest expense.
|
|
Joint Venture
|
Property Name
|
Company's
Interest
|
|
Ambassador Infrastructure, LLC
|
Ambassador Town Center - Infrastructure Improvements
|
65.0%
|
|
Ambassador Town Center JV, LLC
|
Ambassador Town Center
|
65.0%
|
|
CBL/T-C, LLC
|
CoolSprings Galleria, Oak Park Mall and West County Center
|
50.0%
|
|
CBL-TRS Joint Venture, LLC
|
Friendly Center and The Shops at Friendly Center
|
50.0%
|
|
El Paso Outlet Outparcels, LLC
|
The Outlet Shoppes at El Paso (vacant land)
|
50.0%
|
|
Fremaux Town Center JV, LLC
|
Fremaux Town Center - Phases I and II
|
65.0%
|
|
G&I VIII CBL Triangle LLC
|
Triangle Town Center and Triangle Town Commons
|
10.0%
|
|
Governor’s Square IB
|
Governor’s Square Plaza
|
50.0%
|
|
Governor’s Square Company
|
Governor’s Square
|
47.5%
|
|
JG Gulf Coast Town Center LLC
|
Gulf Coast Town Center - Phase III
|
50.0%
|
|
Kentucky Oaks Mall Company
|
Kentucky Oaks Mall
|
50.0%
|
|
Mall of South Carolina L.P.
|
Coastal Grand
|
50.0%
|
|
Mall of South Carolina Outparcel L.P.
|
Coastal Grand Crossing and vacant land
|
50.0%
|
|
Port Orange I, LLC
|
The Pavilion at Port Orange - Phase I
|
50.0%
|
|
River Ridge Mall JV, LLC
|
River Ridge Mall
|
25.0%
|
|
West Melbourne I, LLC
|
Hammock Landing - Phases I and II
|
50.0%
|
|
York Town Center, LP
|
York Town Center
|
50.0%
|
|
•
|
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.
|
|
ASSETS
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
Investment in real estate assets
|
$
|
2,142,570
|
|
|
$
|
2,137,666
|
|
|
Accumulated depreciation
|
(580,084
|
)
|
|
(564,612
|
)
|
||
|
|
1,562,486
|
|
|
1,573,054
|
|
||
|
Developments in progress
|
11,182
|
|
|
9,210
|
|
||
|
Net investment in real estate assets
|
1,573,668
|
|
|
1,582,264
|
|
||
|
Other assets
|
212,682
|
|
|
223,347
|
|
||
|
Total assets
|
$
|
1,786,350
|
|
|
$
|
1,805,611
|
|
|
|
|
|
|
||||
|
LIABILITIES
|
|
|
|
||||
|
Mortgage and other indebtedness, net
|
$
|
1,260,645
|
|
|
$
|
1,266,046
|
|
|
Other liabilities
|
41,864
|
|
|
46,160
|
|
||
|
Total liabilities
|
1,302,509
|
|
|
1,312,206
|
|
||
|
|
|
|
|
||||
|
OWNERS' EQUITY
|
|
|
|
||||
|
The Company
|
224,340
|
|
|
228,313
|
|
||
|
Other investors
|
259,501
|
|
|
265,092
|
|
||
|
Total owners' equity
|
483,841
|
|
|
493,405
|
|
||
|
Total liabilities and owners' equity
|
$
|
1,786,350
|
|
|
$
|
1,805,611
|
|
|
|
Total for the Three Months
Ended March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
Total revenues
|
$
|
59,699
|
|
|
$
|
64,204
|
|
|
Depreciation and amortization
|
(20,629
|
)
|
|
(20,610
|
)
|
||
|
Interest income
|
400
|
|
|
336
|
|
||
|
Interest expense
|
(12,838
|
)
|
|
(13,489
|
)
|
||
|
Operating expenses
|
(18,748
|
)
|
|
(20,072
|
)
|
||
|
Income from continuing operations before gain on sales of real estate assets
|
7,884
|
|
|
10,369
|
|
||
|
Gain (loss) on sales of real estate assets
|
(71
|
)
|
|
80,959
|
|
||
|
Net income
(1)
|
$
|
7,813
|
|
|
$
|
91,328
|
|
|
(1)
|
The Company's pro rata share of net income is
$5,373
and
$32,390
for the
three
months ended
March 31, 2017
and
2016
, respectively.
|
|
Consolidated VIEs:
|
|
Atlanta Outlet Outparcels, LLC
|
|
Atlanta Outlet JV, 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 JV, LLC
|
|
Lebcon Associates
|
|
Lebcon I, Ltd
|
|
Lee Partners
|
|
Louisville Outlet Outparcels, LLC
|
|
Louisville Outlet Shoppes, LLC
|
|
Madison Grandview Forum, LLC
|
|
The Promenade at D'Iberville
|
|
Statesboro Crossing, LLC
|
|
Village at Orchard Hills, LLC
|
|
|
|
Unconsolidated VIEs:
|
|
Ambassador Infrastructure, LLC
|
|
G&I VIII CBL Triangle LLC
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
||||
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
||||
|
Non-recourse loans on operating properties
|
$
|
2,248,936
|
|
|
5.53%
|
|
$
|
2,453,628
|
|
|
5.55%
|
|
Senior unsecured notes due 2023
(2)
|
446,656
|
|
|
5.25%
|
|
446,552
|
|
|
5.25%
|
||
|
Senior unsecured notes due 2024
(3)
|
299,941
|
|
|
4.60%
|
|
299,939
|
|
|
4.60%
|
||
|
Senior unsecured notes due 2026
(4)
|
394,367
|
|
|
5.95%
|
|
394,260
|
|
|
5.95%
|
||
|
Total fixed-rate debt
|
3,389,900
|
|
|
5.46%
|
|
3,594,379
|
|
|
5.48%
|
||
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
||
|
Non-recourse term loans on operating properties
|
16,488
|
|
|
2.90%
|
|
19,055
|
|
|
3.13%
|
||
|
Recourse term loans on operating properties
|
24,727
|
|
|
3.46%
|
|
24,428
|
|
|
3.29%
|
||
|
Construction loan
|
56,243
|
|
|
3.28%
|
|
39,263
|
|
|
3.12%
|
||
|
Unsecured lines of credit
|
252,105
|
|
|
2.03%
|
|
6,024
|
|
|
1.82%
|
||
|
Unsecured term loans
|
800,000
|
|
|
2.23%
|
|
800,000
|
|
|
2.04%
|
||
|
Total variable-rate debt
|
1,149,563
|
|
|
2.28%
|
|
888,770
|
|
|
2.15%
|
||
|
Total fixed-rate and variable-rate debt
|
4,539,463
|
|
|
4.65%
|
|
4,483,149
|
|
|
4.82%
|
||
|
Unamortized deferred financing costs
|
(16,983
|
)
|
|
|
|
(17,855
|
)
|
|
|
||
|
Total mortgage and other indebtedness, net
|
$
|
4,522,480
|
|
|
|
|
$
|
4,465,294
|
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
|
(2)
|
The balance is net of an unamortized discount of
$3,344
and
$3,448
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
(3)
|
The balance is net of an unamortized discount of
$59
and
$61
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
(4)
|
The balance is net of an unamortized discount of
$5,633
and
$5,740
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
Description
|
|
Issued
(1)
|
|
Amount
|
|
Interest Rate
(2)
|
|
Maturity Date
(3)
|
||
|
2026 Notes
|
|
December 2016
|
|
$
|
400,000
|
|
|
5.95%
|
|
December 2026
|
|
2024 Notes
|
|
October 2014
|
|
300,000
|
|
|
4.60%
|
|
October 2024
|
|
|
2023 Notes
|
|
November 2013
|
|
450,000
|
|
|
5.25%
|
|
December 2023
|
|
|
(1)
|
Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.
|
|
(2)
|
Interest is payable semiannually in arrears. Interest was payable for the 2026 Notes, the 2024 Notes and the 2023 Notes beginning June 15, 2017; April 15, 2015; and June 1, 2014, respectively. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from
0.25%
to
1.00%
from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than
40%
but less than
45%
. The required ratio of secured debt to total assets for the 2026 Notes is
40%
or less. As of
March 31, 2017
, this ratio was
27%
as shown below.
|
|
(3)
|
The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than
30
days and not more than
60
days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026; July 15, 2024; and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus
0.50%
,
0.35%
and
0.40%
for the 2026 Notes, the 2024 Notes and the 2023 Notes, 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
|
|
|
27,400
|
|
(3)
|
October 2019
|
|
October 2020
|
(4)
|
||
|
Wells Fargo - Facility B
|
|
500,000
|
|
|
224,705
|
|
(5)
|
October 2020
|
|
|
|
||
|
|
|
$
|
1,100,000
|
|
|
$
|
252,105
|
|
|
|
|
|
|
|
(1)
|
There was
$150
outstanding on this facility as of
March 31, 2017
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)
|
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%
|
|
49%
|
|
Unencumbered asset value to unsecured indebtedness
|
|
> 1.6x
|
|
2.3x
|
|
Unencumbered NOI to unsecured interest expense
|
|
> 1.75x
|
|
3.7x
|
|
EBITDA to fixed charges (debt service)
|
|
> 1.5x
|
|
2.5x
|
|
Ratio
|
|
Required
|
|
Actual
|
|
Total debt to total assets
|
|
< 60%
|
|
53%
|
|
Secured debt to total assets
|
|
< 45%
(1)
|
|
27%
|
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
211%
|
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.5x
|
|
3.1x
|
|
(1)
|
On January 1, 2020 and thereafter, secured debt to total assets must be less than
40%
for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is
40%
or less.
|
|
Date
|
|
Property
|
|
Interest
Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
(1)
|
||
|
January
|
|
The Plaza at Fayette
|
|
5.67%
|
|
April 2017
|
|
$
|
37,146
|
|
|
January
|
|
The Shoppes at St. Clair Square
|
|
5.67%
|
|
April 2017
|
|
18,827
|
|
|
|
February
|
|
Hamilton Corner
|
|
5.67%
|
|
April 2017
|
|
14,227
|
|
|
|
March
|
|
Layton Hills Mall
|
|
5.66%
|
|
April 2017
|
|
89,526
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
159,726
|
|
|
(1)
|
The Company retired the loans with borrowings from its credit facilities.
|
|
2017
|
|
$
|
571,982
|
|
|
2018
|
|
722,481
|
|
|
|
2019
|
|
318,457
|
|
|
|
2020
|
|
433,689
|
|
|
|
2021
|
|
455,026
|
|
|
|
Thereafter
(1)
|
|
1,887,555
|
|
|
|
|
|
4,389,190
|
|
|
|
Unamortized premiums and discounts, net
|
|
(7,416
|
)
|
|
|
Unamortized deferred financing costs
|
|
(16,983
|
)
|
|
|
Principal balance of loans secured by Lender Malls in foreclosure
(2)
|
|
157,689
|
|
|
|
Total mortgage and other indebtedness, net
|
|
$
|
4,522,480
|
|
|
(1)
|
Excludes the
$17,689
non-recourse loan balance secured by Wausau Center, which is in default and receivership.
|
|
(2)
|
Represents the non-recourse loan balance of
$140,000
secured by Chesterfield Mall, which is in default and receivership, and the principal balance of the loan secured by Wausau Center, as described above.
|
|
|
|
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
March 31, |
|
|
Three Months Ended
March 31, |
|
|
Three Months Ended
March 31, |
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|||||||||||||||
|
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
434
|
|
|
Interest
Expense |
|
$
|
—
|
|
|
$
|
(443
|
)
|
|
Interest
Expense |
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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 quarterly period OCI/L
|
(433
|
)
|
|
(1,935
|
)
|
|
2,802
|
|
|
434
|
|
||||
|
Ending balance, March 31, 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
|
|
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 quarterly period OCI/L
|
(434
|
)
|
|
868
|
|
|
434
|
|
|||
|
Ending balance, March 31, 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.
|
|
|
|
|
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||||||
|
|
|
Maturity
Date
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
|
Balance
|
||||
|
Mortgages:
|
|
|
|
|
|
|
|
|
|
|
||||
|
Columbia Place Outparcel
|
|
Feb 2022
|
|
5.00%
|
|
$
|
317
|
|
|
5.00%
|
|
$
|
321
|
|
|
One Park Place
|
|
May 2022
|
|
5.00%
|
|
1,128
|
|
|
5.00%
|
|
1,194
|
|
||
|
Village Square
|
|
Mar 2018
|
|
3.75%
|
|
1,633
|
|
|
3.75%
|
|
1,644
|
|
||
|
Other
(1)
|
|
Dec 2016 - Jan 2047
|
|
6.00% - 9.50%
|
|
2,521
|
|
|
3.27% - 9.50%
|
|
2,521
|
|
||
|
|
|
|
|
|
|
5,599
|
|
|
|
|
5,680
|
|
||
|
Other Notes Receivable:
|
|
|
|
|
|
|
|
|
|
|
||||
|
ERMC
|
|
Sep 2021
|
|
4.00%
|
|
3,341
|
|
|
4.00%
|
|
3,500
|
|
||
|
Horizon Group
(2)
|
|
Jul 2017
|
|
7.00%
|
|
300
|
|
|
7.00%
|
|
300
|
|
||
|
RED Development Inc.
|
|
Oct 2023
|
|
5.00%
|
|
6,388
|
|
|
5.00%
|
|
6,588
|
|
||
|
Southwest Theaters
|
|
Apr 2026
|
|
5.00%
|
|
719
|
|
|
5.00%
|
|
735
|
|
||
|
|
|
|
|
|
|
10,748
|
|
|
|
|
11,123
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
$
|
16,347
|
|
|
|
|
$
|
16,803
|
|
|
(1)
|
The
$1,100
note for The Promenade at D'Ilberville with a maturity date of December 2016 is in default.
|
|
(2)
|
In January 2017, the maturity date was extended to July 2017.
|
|
Three Months Ended March 31, 2017
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All Other
(1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
221,931
|
|
|
$
|
9,716
|
|
|
$
|
4,564
|
|
|
$
|
1,802
|
|
|
$
|
238,013
|
|
|
Property operating expenses
(2)
|
|
(66,530
|
)
|
|
(1,914
|
)
|
|
(725
|
)
|
|
(1,180
|
)
|
|
(70,349
|
)
|
|||||
|
Interest expense
|
|
(33,245
|
)
|
|
(642
|
)
|
|
(76
|
)
|
|
(22,238
|
)
|
|
(56,201
|
)
|
|||||
|
Gain on sales of real estate assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,988
|
|
|
5,988
|
|
|||||
|
Segment profit (loss)
|
|
$
|
122,156
|
|
|
$
|
7,160
|
|
|
$
|
3,763
|
|
|
$
|
(15,628
|
)
|
|
117,451
|
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
(71,220
|
)
|
|||||||||
|
General and administrative expense
|
|
|
|
|
|
|
|
|
|
(16,082
|
)
|
|||||||||
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
1,404
|
|
|||||||||
|
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
4,055
|
|
|||||||||
|
Loss on impairment
|
|
|
|
|
|
|
|
|
|
(3,263
|
)
|
|||||||||
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
800
|
|
|||||||||
|
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
5,373
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
$
|
38,518
|
|
||||||||
|
Capital expenditures
(3)
|
|
$
|
40,696
|
|
|
$
|
567
|
|
|
$
|
465
|
|
|
$
|
2,128
|
|
|
$
|
43,856
|
|
|
Three Months Ended March 31, 2016
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All Other
(1)
|
|
Total
|
||||||||||
|
Revenues
|
|
$
|
238,742
|
|
|
$
|
10,242
|
|
|
$
|
5,482
|
|
|
$
|
8,612
|
|
|
$
|
263,078
|
|
|
Property operating expenses
(2)
|
|
(75,377
|
)
|
|
(2,572
|
)
|
|
(1,143
|
)
|
|
2,888
|
|
|
(76,204
|
)
|
|||||
|
Interest expense
|
|
(34,395
|
)
|
|
(1,702
|
)
|
|
(298
|
)
|
|
(18,836
|
)
|
|
(55,231
|
)
|
|||||
|
Other expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,685
|
)
|
|
(9,685
|
)
|
|||||
|
Segment profit (loss)
|
|
$
|
128,970
|
|
|
$
|
5,968
|
|
|
$
|
4,041
|
|
|
$
|
(17,021
|
)
|
|
121,958
|
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(76,506
|
)
|
|||||
|
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,168
|
)
|
|||||
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360
|
|
|||||
|
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
6
|
|
|||||||||
|
Loss on impairment
|
|
|
|
|
|
|
|
|
|
(19,685
|
)
|
|||||||||
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
537
|
|
|||||
|
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
32,390
|
|
|||||||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
41,892
|
|
||||
|
Capital expenditures
(3)
|
|
$
|
48,551
|
|
|
$
|
1,426
|
|
|
$
|
428
|
|
|
$
|
741
|
|
|
$
|
51,146
|
|
|
Total Assets
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All Other
(1)
|
|
Total
|
||||||||||
|
March 31, 2017
|
|
$
|
5,376,810
|
|
|
$
|
249,857
|
|
|
$
|
239,745
|
|
|
$
|
259,737
|
|
|
$
|
6,126,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2016
|
|
$
|
5,383,937
|
|
|
$
|
259,966
|
|
|
$
|
215,917
|
|
|
$
|
244,820
|
|
|
$
|
6,104,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(1)
|
The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and, prior to the redemption of the Company's redeemable noncontrolling interests during the fourth quarter of 2016, the Company’s former consolidated subsidiary that provided security and maintenance services to third parties.
|
|
(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.
|
|
|
|
As of March 31, 2017
|
|
Obligation recorded to reflect guaranty
|
||||||||||||||||||
|
Unconsolidated Affiliate
|
|
Company's
Ownership Interest |
|
Outstanding
Balance |
|
Percentage
Guaranteed by the Operating Partnership |
|
Maximum
Guaranteed Amount |
|
Debt
Maturity Date (1) |
|
3/31/2017
|
|
12/31/2016
|
||||||||
|
West Melbourne I, LLC -
Phase I (2) |
|
50%
|
|
$
|
42,697
|
|
|
20%
|
|
$
|
8,539
|
|
|
Feb-2018
|
(3)
|
$
|
86
|
|
|
$
|
86
|
|
|
West Melbourne I, LLC -
Phase II (2) |
|
50%
|
|
16,497
|
|
|
20%
|
|
3,299
|
|
|
Feb-2018
|
(3)
|
33
|
|
|
33
|
|
||||
|
Port Orange I, LLC
|
|
50%
|
|
57,718
|
|
|
20%
|
|
11,544
|
|
|
Feb-2018
|
(3)
|
116
|
|
|
116
|
|
||||
|
Ambassador Infrastructure,
LLC |
|
65%
|
|
11,035
|
|
|
100%
|
(4)
|
11,035
|
|
|
Dec-2017
|
(5)
|
177
|
|
|
177
|
|
||||
|
|
|
|
|
|
|
Total guaranty liability
|
|
$
|
412
|
|
|
$
|
412
|
|
||||||||
|
(1)
|
Excludes any extension options.
|
|
(2)
|
The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.
|
|
(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 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.
|
|
(5)
|
The loan has
two
one
-year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of December 2019.
|
|
|
Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
|
Nonvested at January 1, 2017
|
602,162
|
|
|
$
|
15.41
|
|
|
Granted
|
326,424
|
|
|
$
|
10.75
|
|
|
Vested
|
(228,634
|
)
|
|
$
|
14.83
|
|
|
Forfeited
|
(2,110
|
)
|
|
$
|
13.96
|
|
|
Nonvested at March 31, 2017
|
697,842
|
|
|
$
|
13.43
|
|
|
|
|
2017 PSUs
|
|
2016 PSUs
|
||||
|
Grant date
|
|
February 7, 2017
|
|
February 10, 2016
|
||||
|
Fair value per share on valuation date
(1)
|
|
$
|
6.86
|
|
|
$
|
4.98
|
|
|
Risk-free interest rate
(2)
|
|
1.53
|
%
|
|
0.92
|
%
|
||
|
Expected share price volatility
(3)
|
|
32.85
|
%
|
|
30.95
|
%
|
||
|
(1)
|
The value of the PSU awards are estimated on the date of grant using a Monte Carlo Simulation model. The valuation consisted of computing the fair value using CBL's simulated stock price as well as TSR over a
three
-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2017 PSUs consists of
115,082
shares at a fair value of
$5.62
per share and
162,294
shares at a fair value of
$7.74
per share.
|
|
(2)
|
The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date.
|
|
(3)
|
The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a
three
-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
Accrued dividends and distributions payable
|
$
|
54,394
|
|
|
$
|
54,569
|
|
|
Additions to real estate assets accrued but not yet paid
|
14,513
|
|
|
5,326
|
|
||
|
Deconsolidation upon assignment of interests in joint venture:
(1)
|
|
|
|
||||
|
Decrease in real estate assets
|
(9,131
|
)
|
|
—
|
|
||
|
Decrease in mortgage and other indebtedness
|
2,466
|
|
|
—
|
|
||
|
Decrease in operating assets and liabilities
|
1,287
|
|
|
—
|
|
||
|
Decrease in noncontrolling interest and joint venture interest
|
2,231
|
|
|
—
|
|
||
|
Transfer of real estate assets in settlement of mortgage debt obligation:
(2)
|
|
|
|
||||
|
Decrease in real estate assets
|
(28,218
|
)
|
|
—
|
|
||
|
Decrease in mortgage and other indebtedness
|
31,953
|
|
|
—
|
|
||
|
Decrease in operating assets and liabilities
|
320
|
|
|
—
|
|
||
|
Deconsolidation upon formation of joint venture:
|
|
|
|
||||
|
Decrease in real estate assets
|
—
|
|
|
(14,025
|
)
|
||
|
Increase in investment in unconsolidated affiliate
|
—
|
|
|
14,030
|
|
||
|
Decrease in accounts payable and accrued liabilities
|
—
|
|
|
(5
|
)
|
||
|
(1)
|
|
(2)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
Current tax benefit
|
$
|
2,408
|
|
|
$
|
636
|
|
|
Deferred tax provision
|
(1,608
|
)
|
|
(99
|
)
|
||
|
Income tax benefit
|
$
|
800
|
|
|
$
|
537
|
|
|
•
|
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;
|
|
•
|
cyber-attacks or acts of cyber-terrorism;
|
|
•
|
changes in our credit ratings;
|
|
•
|
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; and
|
|
•
|
other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report
|
|
|
Malls
(1)
|
|
Associated
Centers
|
|
Community
Centers
|
|
Office
Buildings
|
|
Total
|
|
Consolidated properties
|
64
|
|
20
|
|
4
|
|
5
|
(2)
|
93
|
|
Unconsolidated properties
(3)
|
9
|
|
3
|
|
5
|
|
—
|
|
17
|
|
Total
|
73
|
|
23
|
|
9
|
|
5
|
|
110
|
|
(1)
|
Category consists of regional malls, open-air centers and outlet centers (including
one
mixed-use center).
|
|
(2)
|
Includes our two 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.
|
|
|
Malls
|
|
Associated
Centers
|
|
Development
|
1
|
|
—
|
|
Expansions
|
2
|
|
—
|
|
Redevelopments
|
7
|
|
1
|
|
Property
|
|
Location
|
|
Date
Opened
|
|
New Development:
|
|
|
|
|
|
Ambassador Town Center
(1)
|
|
Lafayette, LA
|
|
April 2016
|
|
(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 condensed consolidated statements of operations.
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2017
|
|
2016
|
||||
|
Net income
|
|
$
|
38,518
|
|
|
$
|
41,892
|
|
|
Adjustments:
(1)
|
|
|
|
|
||||
|
Depreciation and amortization
|
|
78,784
|
|
|
83,291
|
|
||
|
Interest expense
|
|
60,656
|
|
|
60,137
|
|
||
|
Abandoned projects expense
|
|
—
|
|
|
1
|
|
||
|
Gain on sales of real estate assets
|
|
(5,953
|
)
|
|
(26,395
|
)
|
||
|
Gain on extinguishment of debt
|
|
(4,055
|
)
|
|
(6
|
)
|
||
|
Loss on impairment
|
|
3,263
|
|
|
19,685
|
|
||
|
Income tax benefit
|
|
(800
|
)
|
|
(537
|
)
|
||
|
Lease termination fees
|
|
(247
|
)
|
|
(951
|
)
|
||
|
Straight-line rent and above- and below-market lease amortization
|
|
(1,291
|
)
|
|
(1,225
|
)
|
||
|
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries
|
|
(713
|
)
|
|
3,127
|
|
||
|
General and administrative expenses
|
|
16,082
|
|
|
17,168
|
|
||
|
Management fees and non-property level revenues
|
|
(5,257
|
)
|
|
(4,776
|
)
|
||
|
Operating Partnership's share of property NOI
|
|
178,987
|
|
|
191,411
|
|
||
|
Non-comparable NOI
|
|
(5,951
|
)
|
|
(16,564
|
)
|
||
|
Total same-center NOI
|
|
$
|
173,036
|
|
|
$
|
174,847
|
|
|
(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 was classified as a non-stabilized mall as of
March 31, 2017
. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as non-stabilized malls as of
March 31, 2016
.
|
|
(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 Malls - Malls 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
March 31, 2017
, Chesterfield Mall and Wausau Center were classified as Lender Malls. As of
March 31, 2016
, Chesterfield Mall, Gulf Coast Town Center and Midland Mall were classified as Lender Malls. The foreclosure of Midland Mall was complete in the first quarter of 2017. Lender Malls 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 Malls - Malls that are currently being repositioned or where we have determined that the current format of the mall no longer represents the best use of the mall and we are in the process of evaluating alternative strategies for the mall. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the mall, we may determine that the mall no longer meets our criteria for long-term investment. The steps taken to reposition these malls, 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 malls. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. Cary Towne Center and Hickory Point Mall were classified as Repositioning Malls as of
March 31, 2017
. Cary Towne Center, Hickory Point Mall and Wausau Center were categorized as Repositioning Malls as of
March 31, 2016
. Wausau Center was moved from Repositioning to the Lender Mall category in the second quarter of 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 Malls - Malls in which we have a 25% or less ownership interest. As of
March 31, 2017
and
March 31, 2016
, Triangle Town Center and River Ridge Mall were classified as Minority Interest Malls. Triangle Town Place was also classified as a Minority Interest property as of
March 31, 2016
until its sale in the fourth quarter of 2016.
|
|
|
Three Months Ended
March 31, |
||
|
|
2017
|
|
2016
|
|
Malls
|
93.2%
|
|
90.7%
|
|
Associated centers
|
4.1%
|
|
3.9%
|
|
Community centers
|
1.9%
|
|
2.1%
|
|
Mortgages, office buildings and other
|
0.8%
|
|
3.3%
|
|
|
Twelve Months Ended March 31,
|
|
|
||
|
|
2017
|
|
2016
|
|
% Change
|
|
Stabilized mall same-center sales per square foot
|
$372
|
|
$382
|
|
(2.6)%
|
|
|
As of March 31,
|
||
|
|
2017
|
|
2016
|
|
Total portfolio
|
92.1%
|
|
91.6%
|
|
Total mall portfolio
|
90.5%
|
|
90.9%
|
|
Same-center malls
|
90.5%
|
|
91.5%
|
|
Stabilized malls
|
90.5%
|
|
90.9%
|
|
Non-stabilized malls
(2)
|
92.7%
|
|
91.4%
|
|
Associated centers
|
97.7%
|
|
91.5%
|
|
Community centers
|
98.2%
|
|
96.0%
|
|
(1)
|
As noted above, excluded properties are not included in occupancy metrics.
|
|
(2)
|
Represents occupancy for The Outlet Shoppes of the Bluegrass as of
March 31, 2017
and occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of
March 31, 2016
.
|
|
|
Three Months Ended
March 31, |
||||
|
|
2017
|
|
2016
|
||
|
Operating portfolio:
|
|
|
|
||
|
New leases
|
288,972
|
|
|
329,599
|
|
|
Renewal leases
|
549,569
|
|
|
760,925
|
|
|
Development portfolio:
|
|
|
|
||
|
New leases
|
101,088
|
|
|
131,686
|
|
|
Total leased
|
939,629
|
|
|
1,222,210
|
|
|
|
As of March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
Same-center stabilized malls
|
$
|
32.61
|
|
|
$
|
32.02
|
|
|
Stabilized malls
|
32.76
|
|
|
31.76
|
|
||
|
Non-stabilized malls
(2)
|
25.65
|
|
|
26.09
|
|
||
|
Associated centers
|
13.74
|
|
|
13.93
|
|
||
|
Community centers
|
15.98
|
|
|
15.87
|
|
||
|
Office buildings
|
19.03
|
|
|
19.69
|
|
||
|
(1)
|
As noted above, excluded properties are not included in base rent. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.
|
|
(2)
|
Represents average annual base rents for The Outlet Shoppes of the Bluegrass as of
March 31, 2017
and average annual base rents for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of
March 31, 2016
.
|
|
Property Type
|
|
Square
Feet |
|
Prior
Gross
Rent PSF |
|
New
Initial
Gross
Rent PSF |
|
% Change
Initial |
|
New
Average
Gross
Rent PSF (1) |
|
% Change
Average |
|||||||||
|
All Property Types
(2)
|
|
575,849
|
|
|
$
|
41.52
|
|
|
$
|
41.12
|
|
|
(1.0
|
)%
|
|
$
|
42.33
|
|
|
2.0
|
%
|
|
Stabilized malls
|
|
527,407
|
|
|
42.76
|
|
|
42.28
|
|
|
(1.1
|
)%
|
|
43.55
|
|
|
1.8
|
%
|
|||
|
New leases
|
|
131,342
|
|
|
42.27
|
|
|
47.65
|
|
|
12.7
|
%
|
|
49.84
|
|
|
17.9
|
%
|
|||
|
Renewal leases
|
|
396,065
|
|
|
42.92
|
|
|
40.50
|
|
|
(5.6
|
)%
|
|
41.46
|
|
|
(3.4
|
)%
|
|||
|
(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 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
New
|
95
|
|
|
261,997
|
|
|
8.35
|
|
|
$
|
49.90
|
|
|
$
|
52.61
|
|
|
$
|
41.87
|
|
|
$
|
8.03
|
|
|
19.2
|
%
|
|
$
|
10.74
|
|
|
25.7
|
%
|
|
Renewal
|
261
|
|
|
739,011
|
|
|
3.68
|
|
|
37.94
|
|
|
38.70
|
|
|
39.27
|
|
|
(1.33
|
)
|
|
(3.4
|
)%
|
|
(0.57
|
)
|
|
(1.5
|
)%
|
|||||
|
Commencement 2017 Total
|
356
|
|
|
1,001,008
|
|
|
4.92
|
|
|
$
|
41.07
|
|
|
$
|
42.34
|
|
|
$
|
39.95
|
|
|
$
|
1.12
|
|
|
2.8
|
%
|
|
$
|
2.39
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Commencement 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
New
|
3
|
|
|
14,598
|
|
|
7.86
|
|
|
$
|
48.39
|
|
|
$
|
49.23
|
|
|
$
|
39.20
|
|
|
$
|
9.19
|
|
|
23.4
|
%
|
|
$
|
10.03
|
|
|
25.6
|
%
|
|
Renewal
|
38
|
|
|
114,389
|
|
|
4.95
|
|
|
48.32
|
|
|
49.82
|
|
|
46.09
|
|
|
2.23
|
|
|
4.8
|
%
|
|
3.73
|
|
|
8.1
|
%
|
|||||
|
Commencement 2018 Total
|
41
|
|
|
128,987
|
|
|
5.16
|
|
|
$
|
48.33
|
|
|
$
|
49.75
|
|
|
$
|
45.31
|
|
|
$
|
3.02
|
|
|
6.7
|
%
|
|
$
|
4.44
|
|
|
9.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total 2017/2018
|
397
|
|
|
1,129,995
|
|
|
4.95
|
|
|
$
|
41.90
|
|
|
$
|
43.19
|
|
|
$
|
40.56
|
|
|
$
|
1.34
|
|
|
3.3
|
%
|
|
$
|
2.63
|
|
|
6.5
|
%
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
|
Net cash provided by operating activities
|
$
|
104,876
|
|
|
$
|
85,777
|
|
|
$
|
19,099
|
|
|
Net cash used in investing activities
|
(120,126
|
)
|
|
(2,133
|
)
|
|
(117,993
|
)
|
|||
|
Net cash provided by (used in) financing activities
|
23,852
|
|
|
(95,505
|
)
|
|
119,357
|
|
|||
|
Net cash flows
|
$
|
8,602
|
|
|
$
|
(11,861
|
)
|
|
$
|
20,463
|
|
|
March 31, 2017
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Non-recourse loans on operating properties
|
|
$
|
2,248,936
|
|
|
$
|
(107,197
|
)
|
|
$
|
528,040
|
|
|
$
|
2,669,779
|
|
|
5.37%
|
|
Senior unsecured notes due 2023
(2)
|
|
446,656
|
|
|
—
|
|
|
—
|
|
|
446,656
|
|
|
5.25%
|
||||
|
Senior unsecured notes due 2024
(3)
|
|
299,941
|
|
|
—
|
|
|
—
|
|
|
299,941
|
|
|
4.60%
|
||||
|
Senior unsecured notes due 2026
(4)
|
|
394,367
|
|
|
—
|
|
|
—
|
|
|
394,367
|
|
|
5.95%
|
||||
|
Total fixed-rate debt
|
|
3,389,900
|
|
|
(107,197
|
)
|
|
528,040
|
|
|
3,810,743
|
|
|
5.28%
|
||||
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-recourse term loans on operating properties
|
|
16,488
|
|
|
(6,855
|
)
|
|
2,142
|
|
|
11,775
|
|
|
3.00%
|
||||
|
Recourse term loans on operating properties
|
|
24,727
|
|
|
—
|
|
|
70,157
|
|
|
94,884
|
|
|
2.97%
|
||||
|
Construction loan
|
|
56,243
|
|
|
—
|
|
|
—
|
|
|
56,243
|
|
|
3.28%
|
||||
|
Unsecured lines of credit
|
|
252,105
|
|
|
—
|
|
|
—
|
|
|
252,105
|
|
|
2.03%
|
||||
|
Unsecured term loans
|
|
800,000
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
|
2.23%
|
||||
|
Total variable-rate debt
|
|
1,149,563
|
|
|
(6,855
|
)
|
|
72,299
|
|
|
1,215,007
|
|
|
2.31%
|
||||
|
Total fixed-rate and variable-rate debt
|
|
4,539,463
|
|
|
(114,052
|
)
|
|
600,339
|
|
|
5,025,750
|
|
|
4.56%
|
||||
|
Unamortized deferred financing costs
|
|
(16,983
|
)
|
|
903
|
|
|
(2,651
|
)
|
|
(18,731
|
)
|
|
|
||||
|
Total mortgage and other indebtedness, net
|
|
$
|
4,522,480
|
|
|
$
|
(113,149
|
)
|
|
$
|
597,688
|
|
|
$
|
5,007,019
|
|
|
|
|
December 31, 2016
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-recourse loans on operating properties
|
|
$
|
2,453,628
|
|
|
$
|
(109,162
|
)
|
|
$
|
530,062
|
|
|
$
|
2,874,528
|
|
|
5.29%
|
|
Senior unsecured notes due 2023
(2)
|
|
446,552
|
|
|
—
|
|
|
—
|
|
|
446,552
|
|
|
5.25%
|
||||
|
Senior unsecured notes due 2024
(3)
|
|
299,939
|
|
|
—
|
|
|
—
|
|
|
299,939
|
|
|
4.60%
|
||||
|
Senior unsecured notes due 2026
(4)
|
|
394,260
|
|
|
—
|
|
|
—
|
|
|
394,260
|
|
|
5.95%
|
||||
|
Total fixed-rate debt
|
|
3,594,379
|
|
|
(109,162
|
)
|
|
530,062
|
|
|
4,015,279
|
|
|
5.30%
|
||||
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-recourse term loans on operating properties
|
|
19,055
|
|
|
(7,504
|
)
|
|
2,226
|
|
|
13,777
|
|
|
3.18%
|
||||
|
Recourse term loans on operating properties
|
|
24,428
|
|
|
—
|
|
|
71,037
|
|
|
95,465
|
|
|
2.80%
|
||||
|
Construction loans
|
|
39,263
|
|
|
—
|
|
|
—
|
|
|
39,263
|
|
|
3.12%
|
||||
|
Unsecured lines of credit
|
|
6,024
|
|
|
—
|
|
|
—
|
|
|
6,024
|
|
|
1.82%
|
||||
|
Unsecured term loans
|
|
800,000
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
|
2.04%
|
||||
|
Total variable-rate debt
|
|
888,770
|
|
|
(7,504
|
)
|
|
73,263
|
|
|
954,529
|
|
|
2.18%
|
||||
|
Total fixed-rate and variable-rate debt
|
|
4,483,149
|
|
|
(116,666
|
)
|
|
603,325
|
|
|
4,969,808
|
|
|
4.70%
|
||||
|
Unamortized deferred financing costs
|
|
(17,855
|
)
|
|
945
|
|
|
(2,806
|
)
|
|
(19,716
|
)
|
|
|
||||
|
Total mortgage and other indebtedness, net
|
|
$
|
4,465,294
|
|
|
$
|
(115,721
|
)
|
|
$
|
600,519
|
|
|
$
|
4,950,092
|
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
|
|
(2)
|
The balance is net of an unamortized discount of
$3,344
and
$3,448
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
(3)
|
The balance is net of an unamortized discount of
$59
and
$61
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
(4)
|
The balance is net of an unamortized discount of
$5,633
and
$5,740
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
|
|
Balance
|
|
||
|
|
Original Maturity Date
|
|
||
|
2017 Maturities:
|
|
|
||
|
Operating property debt:
|
|
|
||
|
Consolidated Properties:
|
|
|
||
|
Acadiana Mall
|
$
|
124,998
|
|
(1)
|
|
The Outlet Shoppes at El Paso
|
46,536
|
|
|
|
|
|
171,534
|
|
|
|
|
Unconsolidated Properties:
|
|
|
||
|
Ambassador Town Center Infrastructure Improvements
|
11,035
|
|
(2)
|
|
|
Gulf Coast Town Center - Phase III
|
2,142
|
|
|
|
|
|
13,177
|
|
|
|
|
|
|
|
||
|
Operating Partnership debt:
|
|
|
||
|
$350,000 unsecured term loan
|
350,000
|
|
(3)
|
|
|
|
|
|
||
|
Total 2017 Maturities at pro rata share
|
$
|
534,711
|
|
|
|
(1)
|
The Company is in negotiations with the lender to restructure the loan and extend the maturity date.
|
|
(2)
|
The loan has two one-year extension options, at the unconsolidated affiliate's election, for an outside maturity date of December 2019.
|
|
(3)
|
The unsecured term loan has two one-year extension options, at the Company's election, for an outside maturity date of October 2019.
|
|
Date
|
|
Property
|
|
Interest
Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
(1)
|
||
|
January
|
|
The Plaza at Fayette
|
|
5.67%
|
|
April 2017
|
|
$
|
37,146
|
|
|
January
|
|
The Shoppes at St. Clair Square
|
|
5.67%
|
|
April 2017
|
|
18,827
|
|
|
|
February
|
|
Hamilton Corner
|
|
5.67%
|
|
April 2017
|
|
14,227
|
|
|
|
March
|
|
Layton Hills Mall
|
|
5.66%
|
|
April 2017
|
|
89,526
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
159,726
|
|
|
(1)
|
We retired the loans with borrowings from our credit facilities.
|
|
|
|
|
Sales Per Square
Foot for the Twelve Months Ended
(1) (2)
|
|
Occupancy
(2)
|
|
% of
Consolidated
Unencumbered
NOI for
the Three Months Ended 03/31/17 (3) |
|||||||||||
|
|
03/31/17
|
|
03/31/16
|
|
03/31/17
|
|
03/31/16
|
|
||||||||||
|
Unencumbered consolidated properties:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Tier 1 Malls
|
|
$
|
424
|
|
|
$
|
439
|
|
|
91.1
|
%
|
|
88.8
|
%
|
|
28.5
|
%
|
|
|
Tier 2 Malls
|
|
327
|
|
|
343
|
|
|
88.9
|
%
|
|
91.6
|
%
|
|
52.9
|
%
|
|||
|
Tier 3 Malls
|
|
264
|
|
|
266
|
|
|
87.4
|
%
|
|
87.1
|
%
|
|
7.9
|
%
|
|||
|
Total Malls
|
|
$
|
343
|
|
|
$
|
357
|
|
|
89.3
|
%
|
|
90.4
|
%
|
|
89.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Associated Centers
|
|
N/A
|
|
|
N/A
|
|
|
97.6
|
%
|
|
92.7
|
%
|
|
6.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Community Centers
|
|
N/A
|
|
|
N/A
|
|
|
99.0
|
%
|
|
99.0
|
%
|
|
3.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Office Buildings and Other
|
|
N/A
|
|
|
N/A
|
|
|
90.3
|
%
|
|
94.1
|
%
|
|
1.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Unencumbered Consolidated Portfolio
|
|
$
|
343
|
|
|
$
|
357
|
|
|
91.4
|
%
|
|
91.4
|
%
|
|
100.0
|
%
|
|
|
(1)
|
Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.
|
|
(2)
|
Operating metrics are included for unencumbered operating properties and do not include sales or occupancy of unencumbered outparcels.
|
|
(3)
|
Our consolidated unencumbered properties generated approximately 51.6% of total consolidated NOI of $164,689 (which excludes NOI related to dispositions) for the three months ended
March 31, 2017
.
|
|
|
Shares
Outstanding |
|
Stock Price
(1)
|
|
Value
|
|||||
|
Common stock and operating partnership units
|
199,386
|
|
|
$
|
9.54
|
|
|
$
|
1,902,142
|
|
|
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
|
|
|
|
|
|
|
2,528,392
|
|
||
|
Company’s share of total debt
|
|
|
|
|
|
|
5,025,750
|
|
||
|
Total market capitalization
|
|
|
|
|
|
|
$
|
7,554,142
|
|
|
|
Debt-to-total-market capitalization ratio
|
|
|
|
|
|
|
66.5
|
%
|
||
|
(1)
|
Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on
March 31, 2017
. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2017
|
|
2016
|
||||
|
Tenant allowances
(1)
|
|
$
|
9,516
|
|
|
$
|
11,645
|
|
|
|
|
|
|
|
||||
|
Renovations
|
|
502
|
|
|
3,114
|
|
||
|
|
|
|
|
|
||||
|
Deferred maintenance:
|
|
|
|
|
||||
|
Parking lot and parking lot lighting
|
|
1,825
|
|
|
720
|
|
||
|
Roof repairs and replacements
|
|
614
|
|
|
669
|
|
||
|
Other capital expenditures
|
|
5,215
|
|
|
4,125
|
|
||
|
Total deferred maintenance
|
|
7,654
|
|
|
5,514
|
|
||
|
|
|
|
|
|
||||
|
Capitalized overhead
|
|
2,307
|
|
|
1,326
|
|
||
|
|
|
|
|
|
||||
|
Capitalized interest
|
|
839
|
|
|
548
|
|
||
|
|
|
|
|
|
||||
|
Total capital expenditures
|
|
$
|
20,818
|
|
|
$
|
22,147
|
|
|
(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 |
|||||
|
Mall Expansion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Mayfaire Town Center - Phase I
|
|
Wilmington, NC
|
|
100%
|
|
67,766
|
|
|
$
|
19,073
|
|
|
$
|
9,627
|
|
|
Feb-17
|
|
8.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Mall Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
College Square - Partial Belk Redevelopment (Planet Fitness)
|
|
Morristown, TN
|
|
100%
|
|
20,000
|
|
|
1,549
|
|
|
1,444
|
|
|
Mar-17
|
|
9.9%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total Properties Opened
|
|
|
|
|
|
87,766
|
|
|
$
|
20,622
|
|
|
$
|
11,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(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 at Laredo
|
|
Laredo, TX
|
|
65%
|
|
357,756
|
|
|
$
|
69,936
|
|
|
$
|
62,619
|
|
|
April-17
|
|
9.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Mall Expansions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Kirkwood Mall - Lucky 13 (Lucky's Pub)
|
|
Bismarck, ND
|
|
100%
|
|
6,500
|
|
|
3,200
|
|
|
710
|
|
|
Fall-17
|
|
7.6%
|
||
|
Parkdale Mall - Restaurant Addition
|
|
Beaumont, TX
|
|
100%
|
|
4,700
|
|
|
1,277
|
|
|
5
|
|
|
Winter-17
|
|
10.7%
|
||
|
|
|
|
|
|
|
11,200
|
|
|
4,477
|
|
|
715
|
|
|
|
|
|
||
|
Mall Redevelopments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Dakota Square Mall - Partial Miracle Mart Redevelopment (T.J. Maxx)
|
|
Minot, ND
|
|
100%
|
|
20,755
|
|
|
1,929
|
|
|
1,571
|
|
|
Summer-17
|
|
12.3%
|
||
|
Hickory Point Mall - T.J. Maxx/Shops
|
|
Forsyth, IL
|
|
100%
|
|
50,030
|
|
|
4,070
|
|
|
448
|
|
|
Fall-17
|
|
8.9%
|
||
|
Pearland Town Center - Sports Authority Redevelopment (Dick's Sporting Goods)
|
|
Pearland, TX
|
|
100%
|
|
48,582
|
|
|
7,069
|
|
|
4,344
|
|
|
April-17
|
|
12.2%
|
||
|
South County Center - DXL
|
|
St. Louis, MO
|
|
100%
|
|
6,817
|
|
|
1,358
|
|
|
789
|
|
|
Summer-17
|
|
19.7%
|
||
|
Stroud Mall - Beauty Academy
|
|
Stroudsburg, PA
|
|
100%
|
|
10,494
|
|
|
2,167
|
|
|
1,682
|
|
|
May-17
|
|
6.6%
|
||
|
Turtle Creek Mall - ULTA
|
|
Hattiesburg, MS
|
|
100%
|
|
20,782
|
|
|
3,050
|
|
|
1,488
|
|
|
Spring-17
|
|
6.7%
|
||
|
York Galleria - Partial JCP Redevelopment
(H&M/Shops) |
|
York, PA
|
|
100%
|
|
42,672
|
|
|
5,582
|
|
|
4,226
|
|
|
Spring-17
|
|
7.8%
|
||
|
York Galleria - Partial JCP Redevelopment
(Gold's Gym/Shops) |
|
York, PA
|
|
100%
|
|
40,832
|
|
|
6,476
|
|
|
3,008
|
|
|
Spring-17
|
|
11.5%
|
||
|
|
|
|
|
|
|
240,964
|
|
|
31,701
|
|
|
17,556
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Associated Center Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
The Landing at Arbor Place - Ollie's
|
|
Atlanta (Douglasville), GA
|
|
100%
|
|
28,446
|
|
|
1,946
|
|
|
1,273
|
|
|
Fall-17
|
|
8.0%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total Properties Under Development
|
|
|
|
|
|
638,366
|
|
|
$
|
108,060
|
|
|
$
|
82,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(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.
|
|
|
|
As of March 31, 2017
|
|
Obligation recorded to reflect guaranty
|
||||||||||||||||||
|
Unconsolidated Affiliate
|
|
Company's
Ownership Interest |
|
Outstanding
Balance |
|
Percentage
Guaranteed by the Operating Partnership |
|
Maximum
Guaranteed Amount |
|
Debt
Maturity Date (1) |
|
3/31/2017
|
|
12/31/2016
|
||||||||
|
West Melbourne I, LLC -
Phase I (2) |
|
50%
|
|
$
|
42,697
|
|
|
20%
|
|
$
|
8,539
|
|
|
Feb-2018
|
(2)
|
$
|
86
|
|
|
$
|
86
|
|
|
West Melbourne I, LLC -
Phase II (2) |
|
50%
|
|
16,497
|
|
|
20%
|
|
3,299
|
|
|
Feb-2018
|
(2)
|
33
|
|
|
33
|
|
||||
|
Port Orange I, LLC
|
|
50%
|
|
57,718
|
|
|
20%
|
|
11,544
|
|
|
Feb-2018
|
(2)
|
116
|
|
|
116
|
|
||||
|
Ambassador Infrastructure,
LLC |
|
65%
|
|
11,035
|
|
|
100%
|
(3)
|
11,035
|
|
|
Dec-2017
|
(4)
|
177
|
|
|
177
|
|
||||
|
|
|
|
|
|
|
Total guaranty liability
|
|
$
|
412
|
|
|
$
|
412
|
|
||||||||
|
(1)
|
Excludes any extension options.
|
|
(2)
|
The loan has a
one
-year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019.
|
|
(3)
|
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.
|
|
(4)
|
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
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
Net income attributable to common shareholders
|
$
|
22,892
|
|
|
$
|
28,851
|
|
|
Noncontrolling interest in income of Operating Partnership
|
3,690
|
|
|
4,945
|
|
||
|
Depreciation and amortization expense of:
|
|
|
|
||||
|
Consolidated properties
|
71,220
|
|
|
76,506
|
|
||
|
Unconsolidated affiliates
|
9,543
|
|
|
9,178
|
|
||
|
Non-real estate assets
|
(864
|
)
|
|
(837
|
)
|
||
|
Noncontrolling interests' share of depreciation and amortization
|
(1,979
|
)
|
|
(2,393
|
)
|
||
|
Loss on impairment, net of tax
|
2,067
|
|
|
19,685
|
|
||
|
Loss on depreciable property
|
41
|
|
|
—
|
|
||
|
FFO allocable to Operating Partnership common unitholders
|
106,610
|
|
|
135,935
|
|
||
|
Litigation settlements, net of related expenses
(1)
|
43
|
|
|
1,707
|
|
||
|
Nonrecurring professional fees reimbursement
(1)
|
(925
|
)
|
|
—
|
|
||
|
Equity in earnings from disposals of unconsolidated affiliates
(2)
|
—
|
|
|
(26,395
|
)
|
||
|
Non-cash default interest expense
|
1,307
|
|
|
—
|
|
||
|
Gain on extinguishment of debt
(3)
|
(4,055
|
)
|
|
—
|
|
||
|
FFO allocable to Operating Partnership common unitholders, as adjusted
|
$
|
102,980
|
|
|
$
|
111,247
|
|
|
|
|
|
|
||||
|
FFO per diluted share
|
$
|
0.53
|
|
|
$
|
0.68
|
|
|
|
|
|
|
||||
|
FFO, as adjusted, per diluted share
|
$
|
0.52
|
|
|
$
|
0.56
|
|
|
|
|
|
|
||||
|
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted
|
199,281
|
|
|
199,758
|
|
||
|
|
|
|
|
||||
|
(1) Litigation expense is included in General and administrative expense in the Consolidated Statements of Operations. Nonrecurring professional fees reimbursement is included in Interest and other income in the Consolidated Statements of Operations.
|
|||||||
|
(2) For the three months ended March 31, 2016, includes $26,373 related to the sale of a 50% interest in an unconsolidated affiliate. This amount is included in Equity in earnings of unconsolidated affiliates in the Consolidated Statements of Operations.
|
|||||||
|
(3) For the three months ended March 31, 2017, represents gain on extinguishment of debt related to the non-recourse loan secured by Midland Mall, which was conveyed to the lender in January 2017.
|
|||||||
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2017
|
|
2016
|
||||
|
Diluted EPS attributable to common shareholders
|
|
$
|
0.13
|
|
|
$
|
0.17
|
|
|
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
|
|
|
0.42
|
|
||
|
Loss on impairment, net of tax
|
|
0.01
|
|
|
0.09
|
|
||
|
FFO per diluted share
|
|
$
|
0.53
|
|
|
$
|
0.68
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|
2017
|
|
2016
|
||||
|
FFO allocable to Operating Partnership common unitholders
|
|
$
|
106,610
|
|
|
$
|
135,935
|
|
|
Percentage allocable to common shareholders
(1)
|
|
85.80
|
%
|
|
85.37
|
%
|
||
|
FFO allocable to common shareholders
|
|
$
|
91,471
|
|
|
$
|
116,048
|
|
|
|
|
|
|
|
||||
|
FFO allocable to Operating Partnership common unitholders, as adjusted
|
|
$
|
102,980
|
|
|
$
|
111,247
|
|
|
Percentage allocable to common shareholders
(1)
|
|
85.80
|
%
|
|
85.37
|
%
|
||
|
FFO allocable to common shareholders, as adjusted
|
|
$
|
88,357
|
|
|
$
|
94,972
|
|
|
(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)
|
|
Average
Price Paid
per
Share
(2)
|
|
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Plan
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plan
|
||||||||||
|
January 1–31, 2017
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
February 1–28, 2017
|
|
27,335
|
|
|
|
10.69
|
|
|
|
—
|
|
|
|
—
|
|
|
||
|
March 1–31, 2017
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||
|
Total
|
|
27,335
|
|
|
|
$
|
10.69
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
(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)
|
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
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
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
|
|
*
|
Incorporated by reference from the Company's Current Report on Form 8-K, dated February 7, 2017 and filed on February 13, 2017. Commission File No. 1-12494 and 333-182515-01
|
|
†
|
A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|