Delaware (CBL & Associates Properties, Inc.)
Delaware (CBL & Associates Limited Partnership)
(State or other jurisdiction of incorporation or organization)
|
|
62-1545718
62-1542285
(I.R.S. Employer Identification No.)
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2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN
(Address of principal executive offices)
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37421
(Zip Code)
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Title of each Class
|
|
Name of each exchange on
which registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
|
|
New York Stock Exchange
|
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
|
|
New York Stock Exchange
|
CBL & Associates Properties, Inc.
|
|
Yes
x
|
No
o
|
CBL & Associates Limited Partnership
|
|
Yes
x
|
No
o
|
CBL & Associates Properties, Inc.
|
|
Yes
o
|
No
x
|
CBL & Associates Limited Partnership
|
|
Yes
o
|
No
x
|
CBL & Associates Properties, Inc.
|
|
Yes
x
|
No
o
|
CBL & Associates Limited Partnership
|
|
Yes
x
|
No
o
|
CBL & Associates Properties, Inc.
|
|
Yes
x
|
No
o
|
CBL & Associates Limited Partnership
|
|
Yes
x
|
No
o
|
CBL & Associates Properties, Inc.
|
|||
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller Reporting Company
o
|
CBL & Associates Limited Partnership
|
|||
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
Smaller Reporting Company
o
|
CBL & Associates Properties, Inc.
|
|
Yes
o
|
No
x
|
CBL & Associates Limited Partnership
|
|
Yes
o
|
No
x
|
•
|
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
consolidated financial statements;
|
•
|
•
|
selected financial data in
Item 6
of this report;
|
•
|
controls and procedures in
Item 9A
of this report; and
|
•
|
certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.
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Page Number
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||
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•
|
general industry, economic and business conditions;
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•
|
interest rate fluctuations;
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•
|
costs and availability of capital and capital requirements;
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•
|
costs and availability of real estate;
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•
|
inability to consummate acquisition opportunities and other risks associated with acquisitions;
|
•
|
competition from other companies and retail formats;
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•
|
changes in retail demand and rental rates in our markets;
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•
|
shifts in customer demands;
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•
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tenant bankruptcies or store closings;
|
•
|
changes in vacancy rates at our Properties;
|
•
|
changes in operating expenses;
|
•
|
changes in applicable laws, rules and regulations;
|
•
|
sales of real property;
|
•
|
changes in our credit ratings; and
|
•
|
the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future refinancing requirements and business.
|
▪
|
controlling interests in
75
regional malls/open-air and outlet centers (including one mixed-use center) and noncontrolling interests in
9
regional malls/open-air centers (the “Malls”), controlling interests in
25
associated centers and noncontrolling interests in
4
associated centers (the “Associated Centers”), controlling interests in
7
community centers and noncontrolling interests in
4
community centers (the “Community Centers”), and controlling interests in
8
office buildings which include our corporate office building, and noncontrolling interests in
5
office buildings (the “Office Buildings”);
|
▪
|
controlling interests in
two
mall redevelopments and
one
outlet center, owned in a
65%
/
35%
joint venture, and a noncontrolling interest in
one
community center development under construction at
December 31, 2013
(the "Construction Properties"), as well as options to acquire certain shopping center development sites owned by third parties; and
|
▪
|
mortgages on
five
Properties, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgages”).
|
▪
|
GLA – refers to gross leasable area of retail space in square feet, including anchors and mall tenants.
|
▪
|
Anchor – refers to a department store, other large retail store or theater greater than or equal to 50,000 square feet.
|
▪
|
Junior Anchor - non-traditional department store, retail store or theater comprising more than 20,000 square feet and less than 50,000 square feet.
|
▪
|
Freestanding – property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.
|
▪
|
Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.
|
Market
|
|
Percentage
of Total
Revenues
|
St. Louis, MO
|
|
8.1%
|
Chattanooga, TN
|
|
3.8%
|
Madison, WI
|
|
3.4%
|
Lexington, KY
|
|
2.8%
|
Winston-Salem, NC
|
|
2.6%
|
Tenant
|
|
Number
of Stores
|
|
Square Feet
|
|
Percentage
of Total
Revenues
|
||
Limited Brands, LLC
(1)
|
|
162
|
|
|
835,292
|
|
|
3.38%
|
Foot Locker, Inc.
|
|
148
|
|
|
609,465
|
|
|
2.43%
|
AE Outfitters Retail Company
|
|
85
|
|
|
509,051
|
|
|
2.19%
|
Ascena Retail Group, Inc.
(2)
|
|
180
|
|
|
900,378
|
|
|
2.17%
|
The Gap, Inc.
|
|
73
|
|
|
809,662
|
|
|
1.76%
|
Signet Jewelers Limited
(3)
|
|
107
|
|
|
202,115
|
|
|
1.66%
|
Genesco Inc.
(4)
|
|
196
|
|
|
305,028
|
|
|
1.64%
|
Dick's Sporting Goods, Inc.
(5)
|
|
25
|
|
|
1,394,109
|
|
|
1.52%
|
JC Penney Company, Inc.
(6)
|
|
71
|
|
|
8,168,179
|
|
|
1.52%
|
Abercrombie & Fitch, Co.
|
|
63
|
|
|
425,775
|
|
|
1.40%
|
Aeropostale, Inc.
|
|
96
|
|
|
349,905
|
|
|
1.37%
|
Luxottica Group, S.P.A.
(7)
|
|
126
|
|
|
275,475
|
|
|
1.34%
|
Zale Corporation
|
|
122
|
|
|
127,966
|
|
|
1.26%
|
Express Fashions
|
|
46
|
|
|
376,921
|
|
|
1.25%
|
Finish Line, Inc.
|
|
64
|
|
|
335,672
|
|
|
1.23%
|
Charlotte Russe Holding, Inc.
|
|
53
|
|
|
356,363
|
|
|
1.18%
|
Forever 21 Retail, Inc.
|
|
23
|
|
|
421,545
|
|
|
1.04%
|
New York & Company, Inc.
|
|
44
|
|
|
304,084
|
|
|
1.03%
|
Best Buy Co., Inc.
(8)
|
|
63
|
|
|
519,556
|
|
|
1.01%
|
The Buckle, Inc.
|
|
50
|
|
|
254,020
|
|
|
1.01%
|
The Children's Place Retail Stores, Inc.
|
|
62
|
|
|
271,634
|
|
|
0.86%
|
Sun Capital Partners, Inc.
(9)
|
|
44
|
|
|
620,726
|
|
|
0.86%
|
Claire's Stores, Inc.
|
|
115
|
|
|
140,552
|
|
|
0.85%
|
Barnes & Noble Inc.
|
|
19
|
|
|
579,099
|
|
|
0.79%
|
Shoe Show, Inc.
|
|
49
|
|
|
557,684
|
|
|
0.77%
|
|
|
2,086
|
|
|
19,650,256
|
|
|
35.52%
|
(1)
|
Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
|
(2)
|
Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant, Catherines and Fashion Bug.
|
(3)
|
Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
|
(4)
|
Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
|
(5)
|
Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy Stores.
|
(6)
|
JC Penney Company, Inc. owns 33 of these stores. In January 2014, JC Penney Company, Inc. announced plans to close three leased stores and one owned store in 2014.
|
(7)
|
Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
|
(8)
|
Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.
|
(9)
|
Sun Capital Partners, Inc. operates Gordmans, Limited Stores, Fazoli's Restaurants, Smokey Bones, and Bar Louie Restaurants.
|
▪
|
aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,
|
▪
|
originating and renewing leases at higher gross rents per square foot compared to the previous lease,
|
▪
|
merchandising, marketing, sponsorship and promotional activities and
|
▪
|
actively controlling operating costs and resulting tenant occupancy costs.
|
Property
|
|
Location
|
|
Total
Project
Square
Feet
|
|
Total
Cost
(1)
|
|
Cost to
Date
(2)
|
|
Actual/
Expected
Opening Date
|
|
Initial
Unleveraged
Yield
|
|||||
Completed in 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Monroeville Mall - JC Penney/Cinemark
(3)
|
|
Pittsburgh, PA
|
|
78,223
|
|
|
$
|
26,178
|
|
|
$
|
22,592
|
|
|
October-12/
November-13 |
|
7.6%
|
Northgate Mall - The Shoppes at Northgate
|
|
Chattanooga, TN
|
|
75,018
|
|
|
6,105
|
|
|
5,748
|
|
|
September-13
|
|
9.2%
|
||
Southpark Mall - Dick's Sporting Goods
|
|
Colonial Heights, VA
|
|
85,322
|
|
|
9,379
|
|
|
7,922
|
|
|
July-13
|
|
7.4%
|
||
|
|
|
|
238,563
|
|
|
$
|
41,662
|
|
|
$
|
36,262
|
|
|
|
|
|
Currently under construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
College Square - Longhorn Steakhouse & T.J. Maxx
|
|
Morristown, TN
|
|
30,271
|
|
|
$
|
3,229
|
|
|
$
|
2,134
|
|
|
Spring-14
|
|
10.0%
|
Northgate Mall - Burlington
|
|
Chattanooga, TN
|
|
78,021
|
|
|
7,826
|
|
|
374
|
|
|
Fall-14
|
|
7.2%
|
||
|
|
|
|
108,292
|
|
|
$
|
11,055
|
|
|
$
|
2,508
|
|
|
|
|
|
(1)
|
Total cost is presented net of reimbursements to be received.
|
(2)
|
Cost to date does not reflect reimbursements until they are received.
|
(3)
|
JC Penney opened in October 2012 and Cinemark opened in JC Penney's former space in November 2013.
|
Property
|
|
Location
|
|
Total
Project
Square
Feet
|
|
Total
Cost
(1)
|
|
Cost to
Date
(2)
|
|
Actual/
Expected
Opening Date
|
|
Initial
Unleveraged
Yield
|
|||||
Completed in 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Crossings at Marshalls Creek
|
|
Middle Smithfield, PA
|
|
104,525
|
|
|
$
|
18,983
|
|
|
$
|
21,807
|
|
|
June-13
|
|
9.8%
|
The Outlet Shoppes at Atlanta
(3)
|
|
Woodstock, GA
|
|
370,456
|
|
|
80,490
|
|
|
71,398
|
|
|
July-13
|
|
11.7%
|
||
|
|
|
|
474,981
|
|
|
$
|
99,473
|
|
|
$
|
93,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Currently under construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fremaux Town Center - Phase I
(4)
|
|
Slidell, LA
|
|
333,636
|
|
|
$
|
52,269
|
|
|
$
|
43,830
|
|
|
March-14
|
|
8.5%
|
The Outlet Shoppes at Louisville
(4)
|
|
Simpsonville, KY
|
|
374,724
|
|
|
80,472
|
|
|
41,033
|
|
|
August-14
|
|
10.2%
|
||
|
|
|
|
708,360
|
|
|
$
|
132,741
|
|
|
$
|
84,863
|
|
|
|
|
|
(1)
|
Total cost is presented net of reimbursements to be received.
|
(2)
|
Cost to date does not reflect reimbursements until they are received.
|
(3)
|
This Property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%.
|
(4)
|
These Properties are 65/35 joint ventures. Total cost and cost to date are reflected at 100%.
|
Property
|
|
Location
|
|
Total
Project
Square
Feet
|
|
Total
Cost
(1)
|
|
Cost to
Date
(2)
|
|
Opening
Date
|
|
Initial
Unleveraged
Yield
|
|||||
Completed in 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cross Creek Mall - The District
|
|
Fayetteville, NC
|
|
45,620
|
|
|
$
|
15,831
|
|
|
$
|
10,851
|
|
|
November-13
|
|
9.8%
|
The Shoppes at Southaven Towne Center - Phase II
|
|
Southaven, MS
|
|
22,925
|
|
|
3,968
|
|
|
3,372
|
|
|
November-13
|
|
12.2%
|
||
South County Center - Dick's Sporting Goods
|
|
St. Louis, MO
|
|
50,000
|
|
|
8,051
|
|
|
6,365
|
|
|
November-13
|
|
9.5%
|
||
Volusia Mall - Restaurant District
|
|
Daytona Beach, FL
|
|
27,500
|
|
|
7,114
|
|
|
5,805
|
|
|
November-13
|
|
10.4%
|
||
West Towne Mall - ULTA & Lane Bryant
|
|
Madison, WI
|
|
22,500
|
|
|
5,454
|
|
|
4,002
|
|
|
September-13
|
|
11.8%
|
||
|
|
|
|
168,545
|
|
|
$
|
40,418
|
|
|
$
|
30,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total cost is presented net of reimbursements to be received.
|
(2)
|
Cost to date does not reflect reimbursements until they are received.
|
Property
|
|
Location
|
|
Total
Project
Square
Feet
|
|
Estimated Total
Cost
(1)
|
|
Expected
Opening
Date
|
|
Initial
Unleveraged
Yield
|
|
Outlet Centers:
|
|
|
|
|
|
|
|
|
|
|
|
The Outlet Shoppes at El Paso - Phase II
(2)
|
|
El Paso, TX
|
|
45,000
|
|
|
$7,000 - $8,000
|
|
2014
|
|
10% - 12%
|
The Outlet Shoppes at Oklahoma City - Phase III
(2)
|
|
Oklahoma City, OK
|
|
35,000
|
|
|
$5,000 - $5,800
|
|
2014
|
|
9% - 12%
|
|
|
|
|
80,000
|
|
|
$12,000 - $13,800
|
|
|
|
|
Community Center:
|
|
|
|
|
|
|
|
|
|
|
|
Fremaux Town Center - Phase II
(3)
|
|
Slidell, LA
|
|
265,000
|
|
|
$30,000 - $40,000
|
|
2015
|
|
9% - 10%
|
|
|
|
|
|
|
|
|
|
|
|
|
Associated Center:
|
|
|
|
|
|
|
|
|
|
|
|
West Towne Crossing - Nordstrom Rack
|
|
Madison, WI
|
|
30,750
|
|
|
$5,000 - $6,000
|
|
Fall 2014
|
|
9% - 10%
|
|
|
|
|
|
|
|
|
|
|
|
|
Mall Redevelopment:
|
|
|
|
|
|
|
|
|
|||
CoolSprings Galleria - Sears Redevelopment
|
|
Nashville, TN
|
|
160,000
|
|
|
$50,000 - $60,000
|
|
2015/2016
|
|
7%
|
Fayette Mall - Sears Redevelopment
|
|
Lexington, KY
|
|
115,000
|
|
|
$65,000 - $75,000
|
|
2015
|
|
7%
|
Monroeville Mall - Dick's Sporting Goods
|
|
Pittsburgh, PA
|
|
85,000
|
|
|
$9,000 - $9,500
|
|
2014
|
|
8% - 9%
|
|
|
|
|
360,000
|
|
|
$124,000 - $144,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
735,750
|
|
|
$171,000 - $204,300
|
|
|
|
|
•
|
Received investment grade ratings from Moody's Investors Service ("Moody's") and Fitch Ratings ("Fitch");
|
•
|
Added the Operating Partnership as a public registrant and completed a $450.0 million 5.250% senior unsecured notes offering due in 2023 (the "Notes");
|
•
|
Initiated a $300.0 million at-the-market ("ATM") equity program which, through the issuance of
8.4 million
shares of common stock, generated $209.6 million in net proceeds;
|
•
|
Redeemed all outstanding perpetual preferred joint venture units ("PJV units") of our joint venture, CW Joint Venture, LLC ("CWJV") with Westfield Group ("Westfield"), which were originally issued in 2007 in conjunction with the acquisition of four malls, for $413.0 million;
|
•
|
Converted our third credit facility from secured to unsecured with a capacity of $100.0 million;
|
•
|
Closed on two unsecured term loans totaling $450.0 million and retired a $228.0 million unsecured term loan;
|
•
|
Completed financing of $416.6 million on new and extended loans on eight Properties owned in joint ventures and retired over $290.0 million in wholly-owned property-specific loans; and
|
•
|
Increased our quarterly dividend by 6.5% in the fourth quarter of 2013 to $0.245 per share from $0.23 per share.
|
•
|
national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;
|
•
|
adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);
|
•
|
local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;
|
•
|
increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;
|
•
|
delays or cost increases associated with the opening of new or renovated properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;
|
•
|
perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center;
|
•
|
the willingness and ability of the shopping center’s owner to provide capable management and maintenance services; and
|
•
|
the convenience and quality of competing retail properties and other retailing options, such as the internet.
|
•
|
adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion, or renovation activities that otherwise would be beneficial to our Properties;
|
•
|
potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;
|
•
|
any inability to obtain sufficient financing (including construction financing and permanent debt), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property expansions and renovations which otherwise would benefit our Properties; and
|
•
|
an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.
|
•
|
actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
|
•
|
changes in our earnings estimates or those of analysts;
|
•
|
changes in our dividend policy;
|
•
|
impairment charges affecting the carrying value of one or more of our Properties or other assets;
|
•
|
publication of research reports about us, the retail industry or the real estate industry generally;
|
•
|
increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;
|
•
|
additions or departures of key management personnel;
|
•
|
actions by institutional security holders;
|
•
|
proposed or adopted regulatory or legislative changes or developments;
|
•
|
speculation in the press or investment community;
|
•
|
changes in our credit ratings;
|
•
|
the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and
|
•
|
general market and economic conditions.
|
•
|
discount shopping centers;
|
•
|
outlet malls;
|
•
|
wholesale clubs;
|
•
|
direct mail;
|
•
|
television shopping networks; and
|
•
|
shopping via the internet.
|
•
|
result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;
|
•
|
result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;
|
•
|
materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;
|
•
|
require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;
|
•
|
increase our vulnerability to an economic downturn;
|
•
|
limit our ability to withstand competitive pressures; or
|
•
|
reduce our flexibility to respond to changing business and economic conditions.
|
•
|
our cash flow may be insufficient to meet our debt service obligations with respect to the Notes and our other indebtedness, which would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important business uses after meeting such obligations;
|
•
|
we may be unable to borrow additional funds as needed or on favorable terms;
|
•
|
we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;
|
•
|
because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;
|
•
|
we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;
|
•
|
we may default on our other unsecured indebtedness;
|
•
|
we may default on our secured indebtedness and the lenders may foreclose on our Properties or our interests in the entities that own the Properties that secure such indebtedness and receive an assignment of rents and leases; and
|
•
|
we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the maturity of their indebtedness.
|
•
|
was insolvent or rendered insolvent by reason of the incurrence of the guarantee;
|
•
|
was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
|
•
|
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
|
•
|
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
|
•
|
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
|
•
|
it could not pay its debts as they become due.
|
•
|
consummate a merger, consolidation or sale of all or substantially all of our assets; and
|
•
|
incur secured and unsecured indebtedness.
|
•
|
impact of adverse changes in exchange rates of foreign currencies;
|
•
|
difficulties in the repatriation of cash and earnings;
|
•
|
differences in managerial styles and customs;
|
•
|
changes in applicable laws and regulations in the United States that affect foreign operations;
|
•
|
changes in foreign political, legal and economic environments; and
|
•
|
differences in lending practices.
|
•
|
The Ownership Limit
– As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.
|
•
|
Removal for Cause
– Our stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.
|
•
|
Advance Notice Requirements for Stockholder Proposals
– Our amended and restated bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days or no more than 120 days prior to the meeting.
|
•
|
Vote Required to Amend Bylaws
– A vote of 66
2
/
3
% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our bylaws.
|
•
|
Delaware Anti-Takeover Statute
– We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:
|
(a)
|
before that person became an interested holder, our Board of Directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;
|
(b)
|
upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or
|
(c)
|
following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.
|
•
|
Tax Consequences of the Sale or Refinancing of Certain Properties
– Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our amended and restated bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property's debt, must be made by a majority of the independent directors of the Board of Directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.
|
•
|
Interests in Other Entities; Policies of the Board of Directors
– Certain entities owned in whole or in part by members of our senior management, including the construction company that built or renovated most of our Properties, may continue to perform services for, or transact business with, us and the Operating Partnership. Furthermore, certain Property tenants are affiliated with members of our senior management. Our amended and restated bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the amended and restated bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2012 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and
|
(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 at Atlanta, which opened in July 2013, and The Outlet Shoppes at Oklahoma City, which opened in August 2011, were classified as non-stabilized Malls as of
December 31, 2013
. The Outlet Shoppes at Oklahoma City was our only non-stabilized Mall as of
December 31, 2012
.
|
(3)
|
Non-core Malls - Malls where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property, which may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we have determined that the Property no longer meets our criteria for long-term investment. Similar criteria apply to the classification of an Associated Center or Community Center as a non-core Property. Columbia Place, Citadel Mall, Chapel Hill Mall and Madison Square were classified as non-core Malls as of
December 31, 2013
. Additionally, Madison Plaza, an Associated Center adjacent to Madison Square, was classified as a non-core Property as of
December 31, 2013
. Columbia Place was our only non-core Mall as of
December 31, 2012
. The steps taken to reposition non-core Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of non-core Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude non-core Properties.
|
Mall / Location
|
|
Year of Opening/
Acquisition |
|
Year of
Most Recent Expansion |
|
Our
Ownership |
|
Total
GLA (1) |
|
Total
Mall Store GLA
(2)
|
|
Mall Store
Sales per Square Foot (3) |
|
Percentage
Mall Store GLA Leased (4) |
|
Anchors & Junior Anchors
|
||||||
Hanes Mall
Winston-Salem, NC
|
|
1975/2001
|
|
1990
|
|
100
|
%
|
|
1,504,704
|
|
|
503,578
|
|
|
344
|
|
|
99
|
%
|
|
Belk, Dillard's, Encore, H&M, JC Penney, Macy's, Sears
|
|
Harford Mall
Bel Air, MD
|
|
1973/2003
|
|
2007
|
|
100
|
%
|
|
505,341
|
|
|
181,165
|
|
|
368
|
|
|
100
|
%
|
|
Encore, Macy's, Sears
|
|
Honey Creek Mall
Terre Haute, IN
|
|
1968/2004
|
|
1981
|
|
100
|
%
|
|
677,207
|
|
|
185,692
|
|
|
352
|
|
|
97
|
%
|
|
Carson's, Encore, JC Penney, Macy's, Sears
|
|
Jefferson Mall
Louisville, KY
|
|
1978/2001
|
|
1999
|
|
100
|
%
|
|
903,093
|
|
|
250,199
|
|
|
368
|
|
|
98
|
%
|
|
Dillard's, JC Penney, Macy's, Ross, Sears
|
|
Laurel Park Place
Livonia, MI
|
|
1989/2005
|
|
1994
|
|
100
|
%
|
|
490,091
|
|
|
191,281
|
|
|
342
|
|
|
99
|
%
|
|
Carson's, Von Maur
|
|
Layton Hills Mall
Layton, UT
|
|
1980/2006
|
|
1998
|
|
100
|
%
|
|
636,917
|
|
|
209,212
|
|
|
370
|
|
|
99
|
%
|
|
Dick's Sporting Goods, JC Penney, Macy's, former Mervyn's (one level vacant)
|
|
Northpark Mall
Joplin, MO
|
|
1972/2004
|
|
1996
|
|
100
|
%
|
|
955,598
|
|
|
274,747
|
|
|
303
|
|
|
91
|
%
|
|
Hollywood Theater, JC Penney, Jo-Ann Fabrics & Crafts, Joplin High School, Macy's Men & Home, Macy's Women & Children, Sears, Tilt, T.J. Maxx, V-Stock
|
|
Northwoods Mall
Charleston, SC
|
|
1972/2001
|
|
1995
|
|
100
|
%
|
|
772,567
|
|
|
269,448
|
|
|
340
|
|
|
98
|
%
|
|
Belk, Books-A-Million, Dillard's, JC Penney, Sears
|
|
Old Hickory Mall
Jackson, TN
|
|
1967/2001
|
|
1994
|
|
100
|
%
|
|
538,990
|
|
|
161,895
|
|
|
335
|
|
|
99
|
%
|
|
Belk, JC Penney, Macy's, Sears
|
|
Parkdale Mall
Beaumont, TX
|
|
1972/2001
|
|
1986
|
|
100
|
%
|
|
1,247,523
|
|
|
331,314
|
|
|
343
|
|
|
88
|
%
|
|
Ashley Furniture, Beall's (9), Books-A-Million, Dillard's, JC Penney, Kaplan College, Hollywood Theater, Macy's, Marshall's, Sears, XXI Forever
|
|
Parkway Place
Huntsville, AL
|
|
1957/1998
|
|
2002
|
|
100
|
%
|
|
648,210
|
|
|
272,385
|
|
|
338
|
|
|
98
|
%
|
|
Belk, Dillard's
|
|
Post Oak Mall
College Station, TX
|
|
1982
|
|
1985
|
|
100
|
%
|
|
774,921
|
|
|
287,396
|
|
|
370
|
|
|
83
|
%
|
|
Beall's (9), Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Macy's, Sears
|
|
Richland Mall
Waco, TX
|
|
1980/2002
|
|
1996
|
|
100
|
%
|
|
685,317
|
|
|
204,092
|
|
|
348
|
|
|
91
|
%
|
|
Beall's
(6)
, Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Sears, XXI Forever
|
|
South County Center
St. Louis, MO
|
|
1963/2007
|
|
2001
|
|
100
|
%
|
|
1,019,727
|
|
|
312,366
|
|
|
362
|
|
|
92
|
%
|
|
Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
|
|
Southaven Towne Center
Southaven, MS
|
|
2005
|
|
2013
|
|
100
|
%
|
|
529,089
|
|
|
145,994
|
|
|
317
|
|
|
97
|
%
|
|
Bed Bath & Beyond, Dillard's, Gordman's, HH Gregg, JC Penney
|
|
Southpark Mall
Colonial Heights, VA
|
|
1989/2003
|
|
2007
|
|
100
|
%
|
|
687,613
|
|
|
244,353
|
|
|
338
|
|
|
95
|
%
|
|
Dick's Sporting Goods, JC Penney, Macy's, Regal Cinema, Sears
|
|
The Outlet Shoppes at
Atlanta *
Woodstock, GA
|
|
2013
|
|
N/A
|
|
75
|
%
|
|
371,098
|
|
|
346,291
|
|
|
N/A
(10)
|
|
|
96
|
%
|
|
Saks Fifth Ave OFF FIFTH
|
|
The Outlet Shoppes at Oklahoma City *
Oklahoma City, OK
|
|
2011
|
|
2012
|
|
75
|
%
|
|
376,422
|
|
|
349,474
|
|
|
352
|
|
|
100
|
%
|
|
Saks Fifth Ave OFF FIFTH
|
|
Triangle Town Center
Raleigh, NC
|
|
2002/2005
|
|
N/A
|
|
50
|
%
|
|
1,263,694
|
|
|
428,225
|
|
|
308
|
|
|
92
|
%
|
|
Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
|
|
Turtle Creek Mall
Hattiesburg, MS
|
|
1994
|
|
1995
|
|
100
|
%
|
|
845,665
|
|
|
192,278
|
|
|
329
|
|
|
97
|
%
|
|
Belk, Dillard's, Garden Ridge, JC Penney, Sears, Stein Mart, United Artist Theater
|
Mall / Location
|
|
Year of Opening/
Acquisition |
|
Year of
Most Recent Expansion |
|
Our
Ownership |
|
Total
GLA (1) |
|
Total
Mall Store GLA
(2)
|
|
Mall Store
Sales per Square Foot (3) |
|
Percentage
Mall Store GLA Leased (4) |
|
Anchors & Junior Anchors
|
||||||
Midland Mall
Midland, MI
|
|
1991/2001
|
|
N/A
|
|
100
|
%
|
|
468,314
|
|
|
131,364
|
|
|
288
|
|
|
96
|
%
|
|
Barnes & Noble, Dunham's Sports, JC Penney, Sears, Target, Younkers
|
|
Monroeville Mall
Pittsburgh, PA
|
|
1969/2004
|
|
2003
|
|
100
|
%
|
|
1,028,398
|
|
|
422,174
|
|
|
266
|
|
|
96
|
%
|
|
Barnes & Noble, Best Buy, Cinemark, Dick's Sporting Goods
(14)
, H&M, JC Penney, Macy's
|
|
Northgate Mall
Chattanooga, TN
|
|
1972/2011
|
|
2013
|
|
100
|
%
|
|
736,975
|
|
|
169,392
|
|
|
291
|
|
|
71
|
%
|
|
Belk, Carmike Cinemas, JC Penney, Michael's, Ross, Sears, T.J. Maxx
|
|
Pearland Town
Center (15)
Pearland, TX
|
|
2008
|
|
N/A
|
|
88
|
%
|
|
644,708
|
|
|
281,324
|
|
|
279
|
|
|
92
|
%
|
|
Barnes & Noble, Dillard's, Macy's, Sports Authority
|
|
Randolph Mall
Asheboro, NC
|
|
1982/2001
|
|
1989
|
|
100
|
%
|
|
381,293
|
|
|
116,018
|
|
|
249
|
|
|
81
|
%
|
|
Belk, Cinemark, Dunham's Sports, JC Penney, Sears
|
|
Regency Mall
Racine, WI
|
|
1981/2001
|
|
1999
|
|
100
|
%
|
|
789,449
|
|
|
212,042
|
|
|
233
|
|
|
89
|
%
|
|
Boston Store, Burlington Coat Factory, HH Gregg, JC Penney, Pay Half, Sears
|
|
River Ridge Mall
Lynchburg, VA
|
|
1980/2003
|
|
2000
|
|
100
|
%
|
|
764,187
|
|
|
197,035
|
|
|
267
|
|
|
94
|
%
|
|
Belk, JC Penney, Liberty University, Macy's, Regal Cinema, T.J. Maxx
|
|
Stroud Mall
(16)
Stroudsburg, PA
|
|
1977/1998
|
|
2005
|
|
100
|
%
|
|
398,146
|
|
|
113,663
|
|
|
275
|
|
|
96
|
%
|
|
Bon-Ton, Cinemark, JC Penney, Sears
|
|
The Lakes Mall
Muskegon, MI
|
|
2001
|
|
N/A
|
|
100
|
%
|
|
589,689
|
|
|
187,783
|
|
|
259
|
|
|
99
|
%
|
|
Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Sears, Younkers
|
|
The Outlet Shoppes at
Gettysburg
Gettysburg, PA
|
|
2000/2012
|
|
N/A
|
|
50
|
%
|
|
249,937
|
|
|
249,937
|
|
|
259
|
|
|
99
|
%
|
|
None
|
|
Walnut Square
(17)
Dalton, GA
|
|
1980
|
|
1992
|
|
100
|
%
|
|
495,331
|
|
|
169,896
|
|
|
239
|
|
|
99
|
%
|
|
Belk, Belk Home & Kids, Carmike Cinema, JC Penney, The Rush, Sears
|
|
Wausau Center
(18)
Wausau, WI
|
|
1983/2001
|
|
1999
|
|
100
|
%
|
|
423,556
|
|
|
150,356
|
|
|
262
|
|
|
99
|
%
|
|
JC Penney, Sears, Younkers
|
|
WestGate Mall
(19)
Spartanburg, SC
|
|
1975/1995
|
|
1996
|
|
100
|
%
|
|
953,801
|
|
|
247,643
|
|
|
288
|
|
|
90
|
%
|
|
Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Regal Cinema, Sears
|
|
Total Tier 3 Malls
|
|
|
|
|
|
|
|
18,304,691
|
|
|
5,716,525
|
|
|
$
|
270
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Mall Portfolio
|
|
|
|
65,966,248
|
|
|
21,195,675
|
|
|
$
|
356
|
|
|
95
|
%
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mall / Location
|
|
Year of Opening/
Acquisition |
|
Year of
Most Recent Expansion |
|
Our
Ownership |
|
Total
GLA (1) |
|
Total
Mall Store GLA
(2)
|
|
Mall Store
Sales per Square Foot (3) |
|
Percentage
Mall Store GLA Leased (4) |
|
Anchors & Junior Anchors
|
||||||
Non-Core Malls
(20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chapel Hill Mall
(21)
Akron, OH
|
|
1966/2004
|
|
1995
|
|
100
|
%
|
|
862,062
|
|
|
276,728
|
|
|
N/A
|
|
N/A
|
|
Encore, JC Penney, Macy's, Sears
|
|||
Citadel Mall
(22)
Charleston, SC
|
|
1981/2001
|
|
2000
|
|
100
|
%
|
|
1,019,207
|
|
|
282,379
|
|
|
N/A
|
|
N/A
|
|
Belk, Dillard's, JC Penney, Sears, Target
|
|||
Columbia Place
(23)
Columbia, SC
|
|
1977/2001
|
|
N/A
|
|
100
|
%
|
|
1,027,756
|
|
|
293,056
|
|
|
N/A
|
|
N/A
|
|
Burlington Coat Factory, Macy's, Sears, two vacancies
|
|||
Madison Square
Huntsville, AL |
|
1984
|
|
1985
|
|
100
|
%
|
|
928,507
|
|
|
295,073
|
|
|
N/A
|
|
N/A
|
|
Belk, Dillard's, JC Penney, Sears, two vacancies
|
|||
Total Non-Core Malls
|
|
|
|
|
|
|
|
3,837,532
|
|
|
1,147,236
|
|
|
|
|
|
|
|
(1)
|
Includes total square footage of the anchors (whether owned or leased by the anchor) and mall stores. Does not include future expansion areas.
|
(2)
|
Excludes tenants over 20,000 square feet, anchors and junior anchors.
|
(3)
|
Excludes sales for license agreement tenants. Totals represent weighted averages.
|
(4)
|
Includes tenants paying rent for executed leases as of
December 31, 2013
.
|
(5)
|
We acquired the Sears locations at CoolSprings Galleria and Fayette Mall in 2013 with plans to redevelop both buildings into new specialty stores and restaurants. Sears at Fayette Mall closed in January 2014. Sears at CoolSprings Galleria is expected to close in 2014.
|
(6)
|
The Beall's operating at Lakeshore Mall is unrelated to the Beall's stores at Mall del Norte, Parkdale Mall, Post Oak Mall, Richland Mall and Sunrise Mall, which are owned by Stage Stores.
|
(7)
|
St. Clair Square - We are the lessee under a ground lease for 20 acres. Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073. The rental amount is $40,500 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200,000.
|
(8)
|
Brookfield Square - The annual ground rent for 2013 was $181,790.
|
(9)
|
EastGate Mall - Ground rent is $24,000 per year.
|
(10)
|
The Outlet Shoppes at Atlanta opened in July 2013. It is included in Tier 2 based on a projection of sales for a full calendar year.
|
(11)
|
Bonita Lakes Mall - We are the lessee under a ground lease for 82 acres, which extends through June 2035, plus one 25-year renewal option. The annual ground rent for 2013 was $37,811, increasing by an average of 3% each year.
|
(12)
|
College Square - T.J. Maxx and Longhorn Steakhouse are scheduled to open in 2014 in the former Sears space.
|
(13)
|
Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options. Fixed rent is $18,700 per year plus 3% to 4% of all rents.
|
(14)
|
Monroeville Mall - Dick's Sporting Goods is under development and scheduled to open in 2014.
|
(15)
|
Pearland Town Center is a mixed-use center which combines retail, hotel, office and residential components. For segment reporting purposes, the retail portion of the center is classified in Malls, the office portion is classified in Office Buildings, and the hotel and residential portions are classified as Other.
|
(16)
|
Stroud Mall - We are the lessee under a ground lease, which extends through July 2089. The current rental amount is $60,000 per year, increasing by $10,000 every ten years through 2059. An additional $100,000 is paid every 10 years.
|
(17)
|
Walnut Square - We are the lessee under several ground leases. Assuming the exercise of renewal options available, at our election, the ground lease expires March 14, 2078. The rental amount is $149,450 per year. In addition to base rent, the landlord receives 20% of the percentage rents collected. The Company has a right of first refusal to purchase the fee.
|
(18)
|
Wausau Center - Ground rent is $76,000 per year plus 10% of net taxable cash flow.
|
(19)
|
WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land. Assuming the exercise of renewal options available, at our election, the ground lease expires October 31, 2084. The rental amount is $130,025 per year. In addition to base rent, the landlord receives 20% of the percentage rents collected. The Company has a right of first refusal to purchase the fee.
|
(20)
|
Mall stores sales per square foot and occupancy percentage are not applicable as the steps taken to reposition non-core Malls lead to metrics which do not provide relevant information related to the condition of the non-core Malls.
|
(21)
|
Chapel Hill Mall - Ground rent is the greater of $10,000 or 30% of aggregate fixed minimum rent paid by tenants of certain store units. The annual ground rent for 2013 was $11,333.
|
(22)
|
In January 2014, an entity formed by the holders of the non-recourse mortgage loan secured by Citadel Mall completed the foreclosure sale process and acquired title to the Property.
|
(23)
|
Columbia Place is in the process of foreclosure.
|
Name
|
|
Property
|
|
Location
|
Academy Sports & Outdoors
|
|
Oak Park Mall
|
|
Overland Park, KS
|
Cinemark Theater
|
|
Monroeville Mall
|
|
Pittsburgh, PA
|
Dave & Buster's
|
|
Cary Towne Center
|
|
Cary, NC
|
Dick's Sporting Goods
|
|
South County Center
|
|
St. Louis, MO
|
Dick's Sporting Goods
|
|
Southpark Mall
|
|
Colonial Heights, VA
|
Dunham's Sports
|
|
Randolph Mall
|
|
Asheboro, NC
|
Encore
|
|
Harford Mall
|
|
Bel Air, MD
|
Garden Ridge
|
|
Turtle Creek Mall
|
|
Hattiesburg, MS
|
H&M
|
|
Oak Park Mall
|
|
Overland Park, KS
|
H&M
|
|
Monroeville Mall
|
|
Pittsburgh, PA
|
Homegoods
|
|
Gulf Coast Town Center
|
|
Fort Myers, FL
|
Liberty University
|
|
River Ridge Mall
|
|
Lynchburg, VA
|
Michael's
|
|
Northgate Mall
|
|
Chattanooga, TN
|
Pay Half
|
|
Regency Mall
|
|
Racine, WI
|
Planet Fitness
|
|
Meridian Mall
|
|
Lansing, MI
|
Ross Dress for Less
|
|
Governor's Square
|
|
Clarksville, TN
|
Ross Dress for Less
|
|
Northgate Mall
|
|
Chattanooga, TN
|
Saks Fifth Avenue OFF FIFTH
|
|
The Outlet Shoppes at Atlanta
|
|
Woodstock, GA
|
T.J. Maxx
|
|
River Ridge Mall
|
|
Lynchburg, VA
|
|
|
|
Number of Stores
|
|
Gross Leaseable Area
|
|||||||||||
Anchor
|
|
Mall
Leased
|
|
Anchor
Owned
|
|
Total
|
|
Mall
Leased
|
|
Anchor
Owned
|
|
Total
|
||||
JC Penney
(1)
|
|
37
|
|
32
|
|
69
|
|
3,831,735
|
|
|
4,105,215
|
|
|
7,936,950
|
|
|
Sears
(2)
|
|
22
|
|
41
|
|
63
|
|
2,472,399
|
|
|
5,849,621
|
|
|
8,322,020
|
|
|
Dillard's
(3)
|
|
4
|
|
42
|
|
46
|
|
660,713
|
|
|
5,993,025
|
|
|
6,653,738
|
|
|
Sak's
|
|
—
|
|
1
|
|
1
|
|
—
|
|
|
83,066
|
|
|
83,066
|
|
|
Macy's
(4)
|
|
14
|
|
29
|
|
43
|
|
1,837,454
|
|
|
4,608,131
|
|
|
6,445,585
|
|
|
Belk
(5)
|
|
7
|
|
22
|
|
29
|
|
688,937
|
|
|
2,794,007
|
|
|
3,482,944
|
|
|
Bon-Ton:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bon-Ton
|
|
2
|
|
1
|
|
3
|
|
186,824
|
|
|
131,915
|
|
|
318,739
|
|
|
Bergner's
(6)
|
|
1
|
|
2
|
|
3
|
|
128,330
|
|
|
257,071
|
|
|
385,401
|
|
|
Boston Store
(7)
|
|
1
|
|
4
|
|
5
|
|
96,000
|
|
|
599,280
|
|
|
695,280
|
|
|
Carson's
|
|
2
|
|
—
|
|
2
|
|
219,190
|
|
|
—
|
|
|
219,190
|
|
|
Herberger's
|
|
2
|
|
—
|
|
2
|
|
144,968
|
|
|
—
|
|
|
144,968
|
|
|
Younkers
(8)
|
|
2
|
|
2
|
|
4
|
|
168,496
|
|
|
206,695
|
|
|
375,191
|
|
|
Elder-Beerman
|
|
2
|
|
—
|
|
2
|
|
124,233
|
|
|
—
|
|
|
124,233
|
|
|
Subtotal
|
|
12
|
|
9
|
|
21
|
|
1,068,041
|
|
|
1,194,961
|
|
|
2,263,002
|
|
|
|
Number of Stores
|
|
Gross Leaseable Area
|
||||||||||
Junior Anchor
|
|
Mall
Leased
|
|
Anchor
Owned
|
|
Total
|
|
Mall
Leased
|
|
Anchor
Owned
|
|
Total
|
||
A'GACI
|
|
1
|
|
—
|
|
1
|
|
28,000
|
|
|
—
|
|
28,000
|
|
Ashley Furniture HomeStores
|
|
1
|
|
—
|
|
1
|
|
26,439
|
|
|
—
|
|
26,439
|
|
Babies "R" Us
|
|
1
|
|
—
|
|
1
|
|
30,700
|
|
|
—
|
|
30,700
|
|
Barnes & Noble
|
|
15
|
|
—
|
|
15
|
|
442,818
|
|
|
—
|
|
442,818
|
|
Beall Bros.
|
|
5
|
|
—
|
|
5
|
|
193,209
|
|
|
—
|
|
193,209
|
|
Beall's (Fla)
|
|
1
|
|
—
|
|
1
|
|
45,844
|
|
|
—
|
|
45,844
|
|
Bed, Bath & Beyond
|
|
6
|
|
—
|
|
6
|
|
179,915
|
|
|
—
|
|
179,915
|
|
Best Buy
|
|
3
|
|
—
|
|
3
|
|
98,481
|
|
|
—
|
|
98,481
|
|
Books A Million
|
|
2
|
|
—
|
|
2
|
|
44,180
|
|
|
—
|
|
44,180
|
|
Carmike Cinemas
|
|
7
|
|
—
|
|
7
|
|
261,332
|
|
|
—
|
|
261,332
|
|
Cinemark Theater
|
|
4
|
|
—
|
|
4
|
|
159,368
|
|
|
—
|
|
159,368
|
|
Cohn Furniture
|
|
1
|
|
—
|
|
1
|
|
20,030
|
|
|
—
|
|
20,030
|
|
Dave & Buster's
|
|
1
|
|
—
|
|
1
|
|
30,004
|
|
|
—
|
|
30,004
|
|
Dick's Sporting Goods
|
|
5
|
|
—
|
|
5
|
|
216,625
|
|
|
—
|
|
216,625
|
|
Dunham Sports
|
|
1
|
|
—
|
|
1
|
|
35,368
|
|
|
—
|
|
35,368
|
|
Encore
|
|
7
|
|
—
|
|
7
|
|
179,663
|
|
|
—
|
|
179,663
|
|
Foot Locker
|
|
1
|
|
—
|
|
1
|
|
22,847
|
|
|
—
|
|
22,847
|
|
Glowgolf
|
|
1
|
|
—
|
|
1
|
|
22,169
|
|
|
—
|
|
22,169
|
|
Goody's
|
|
2
|
|
—
|
|
2
|
|
61,358
|
|
|
—
|
|
61,358
|
|
Gordman's
|
|
2
|
|
—
|
|
2
|
|
96,979
|
|
|
—
|
|
96,979
|
|
H&M
|
|
5
|
|
—
|
|
5
|
|
103,485
|
|
|
—
|
|
103,485
|
|
HH Gregg
|
|
1
|
|
1
|
|
2
|
|
25,000
|
|
|
33,887
|
|
58,887
|
|
Homegoods
|
|
1
|
|
—
|
|
1
|
|
32,034
|
|
|
—
|
|
32,034
|
|
Jillian's
|
|
1
|
|
—
|
|
1
|
|
21,295
|
|
|
—
|
|
21,295
|
|
Jo-Ann Fabrics
|
|
2
|
|
—
|
|
2
|
|
57,989
|
|
|
—
|
|
57,989
|
|
Joe Brand
|
|
1
|
|
—
|
|
1
|
|
29,413
|
|
|
—
|
|
29,413
|
|
Kaplan College
|
|
1
|
|
—
|
|
1
|
|
30,294
|
|
|
—
|
|
30,294
|
|
Marshall's
|
|
1
|
|
—
|
|
1
|
|
32,996
|
|
|
—
|
|
32,996
|
|
Michael's
|
|
1
|
|
—
|
|
1
|
|
20,076
|
|
|
—
|
|
20,076
|
|
Old Navy
|
|
1
|
|
—
|
|
1
|
|
20,257
|
|
|
—
|
|
20,257
|
|
Pay Half
|
|
1
|
|
—
|
|
1
|
|
25,764
|
|
|
—
|
|
25,764
|
|
Planet Fitness
|
|
1
|
|
—
|
|
1
|
|
23,107
|
|
|
—
|
|
23,107
|
|
REI
|
|
1
|
|
—
|
|
1
|
|
24,427
|
|
|
—
|
|
24,427
|
|
Regal Cinemas
|
|
1
|
|
—
|
|
1
|
|
23,360
|
|
|
—
|
|
23,360
|
|
Ross Dress For Less
|
|
4
|
|
—
|
|
4
|
|
106,293
|
|
|
—
|
|
106,293
|
|
Saks Fifth Avenue OFF FIFTH
|
|
2
|
|
—
|
|
2
|
|
51,755
|
|
|
—
|
|
51,755
|
|
Schuler Books
|
|
1
|
|
—
|
|
1
|
|
24,116
|
|
|
—
|
|
24,116
|
|
Sports Authority
(1)
|
|
1
|
|
1
|
|
2
|
|
24,750
|
|
|
42,085
|
|
66,835
|
|
Staples
|
|
1
|
|
—
|
|
1
|
|
20,388
|
|
|
—
|
|
20,388
|
|
Stein Mart
|
|
1
|
|
—
|
|
1
|
|
30,463
|
|
|
—
|
|
30,463
|
|
Steinhafels
|
|
1
|
|
—
|
|
1
|
|
28,828
|
|
|
—
|
|
28,828
|
|
The Rush Fitness Complex
|
|
1
|
|
—
|
|
1
|
|
30,566
|
|
|
—
|
|
30,566
|
|
Tilt
|
|
1
|
|
—
|
|
1
|
|
22,484
|
|
|
—
|
|
22,484
|
|
T.J. Maxx
|
|
4
|
|
—
|
|
4
|
|
113,201
|
|
|
—
|
|
113,201
|
|
United Artists Theatre
|
|
2
|
|
—
|
|
2
|
|
59,180
|
|
|
—
|
|
59,180
|
|
V-Stock
|
|
3
|
|
—
|
|
3
|
|
95,098
|
|
|
—
|
|
95,098
|
|
Whole Foods
|
|
—
|
|
1
|
|
1
|
|
—
|
|
|
34,320
|
|
34,320
|
|
Year Ending
December 31,
|
|
Number of
Leases
Expiring
|
|
Annualized
Gross Rent
(1)
|
|
GLA of
Expiring
Leases
|
|
Average
Annualized
Gross Rent
Per Square
Foot
|
|
Expiring
Leases as % of
Total
Annualized
Gross Rent
(2)
|
|
Expiring
Leases as a %
of Total Leased
GLA
(3)
|
|||||
2014
|
|
1,456
|
|
$
|
101,059,000
|
|
|
3,579,000
|
|
|
$
|
28.24
|
|
|
14.0%
|
|
18.6%
|
2015
|
|
947
|
|
101,823,000
|
|
|
2,661,000
|
|
|
38.27
|
|
|
14.1%
|
|
13.8%
|
||
2016
|
|
865
|
|
97,118,000
|
|
|
2,479,000
|
|
|
39.18
|
|
|
13.5%
|
|
12.9%
|
||
2017
|
|
757
|
|
85,399,000
|
|
|
2,206,000
|
|
|
38.71
|
|
|
11.9%
|
|
11.4%
|
||
2018
|
|
682
|
|
84,493,000
|
|
|
2,133,000
|
|
|
39.61
|
|
|
11.7%
|
|
11.1%
|
||
2019
|
|
332
|
|
47,691,000
|
|
|
1,180,000
|
|
|
40.42
|
|
|
6.6%
|
|
6.1%
|
||
2020
|
|
277
|
|
41,378,000
|
|
|
950,000
|
|
|
43.55
|
|
|
5.7%
|
|
4.9%
|
||
2021
|
|
310
|
|
42,360,000
|
|
|
1,048,000
|
|
|
40.43
|
|
|
5.9%
|
|
5.4%
|
||
2022
|
|
329
|
|
46,288,000
|
|
|
1,108,000
|
|
|
41.76
|
|
|
6.4%
|
|
5.7%
|
||
2023
|
|
380
|
|
53,299,000
|
|
|
1,339,000
|
|
|
39.81
|
|
|
7.4%
|
|
6.9%
|
(1)
|
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at
December 31, 2013
for expiring leases that were executed as of
December 31, 2013
.
|
(2)
|
Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of
December 31, 2013
.
|
(3)
|
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of
December 31, 2013
.
|
|
|
Year Ended December 31,
(1)
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Mall store sales (in millions)
|
|
$
|
5,598.49
|
|
|
$
|
5,767.43
|
|
|
$
|
5,498.01
|
|
Minimum rents
|
|
8.58
|
%
|
|
8.29
|
%
|
|
8.39
|
%
|
|||
Percentage rents
|
|
0.59
|
%
|
|
0.62
|
%
|
|
0.59
|
%
|
|||
Tenant reimbursements
(2)
|
|
3.65
|
%
|
|
3.67
|
%
|
|
3.78
|
%
|
|||
Mall tenant occupancy costs
|
|
12.82
|
%
|
|
12.58
|
%
|
|
12.76
|
%
|
(1)
|
In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.
|
(2)
|
Represents reimbursements for real estate taxes, insurance, common area maintenance charges, marketing and certain capital expenditures.
|
Associated Center / Location
|
|
Year of Opening/ Most Recent Expansion
|
|
Company's
Ownership
|
|
Total GLA
(1)
|
|
Total
Leasable
GLA
(2)
|
|
Percentage
GLA
Occupied
(3)
|
|
Anchors
|
||||
Annex at Monroeville
Pittsburgh, PA |
|
1986
|
|
100
|
%
|
|
186,367
|
|
|
186,367
|
|
|
100
|
%
|
|
Burlington Coat Factory, Dick's Sporting Goods
|
Bonita Lakes Crossing
(4)
Meridian, MS
|
|
1997/1999
|
|
100
|
%
|
|
147,518
|
|
|
147,518
|
|
|
78
|
%
|
|
Ashley Home Store, T.J. Maxx
|
Chapel Hill Suburban
Akron, OH
|
|
1969
|
|
100
|
%
|
|
118,603
|
|
|
118,603
|
|
|
75
|
%
|
|
Roses
|
Coastal Grand Crossing
Myrtle Beach, SC |
|
2005
|
|
50
|
%
|
|
35,013
|
|
|
35,013
|
|
|
97
|
%
|
|
PetSmart
|
CoolSprings Crossing
Nashville, TN |
|
1992
|
|
100
|
%
|
|
167,470
|
|
|
63,010
|
|
|
81
|
%
|
|
American Signature
(5)
, HH Gregg
(6)
, Target
(5)
, Toys R Us
(5)
, Whole Foods
(6)
|
Courtyard at Hickory Hollow
Nashville, TN |
|
1979
|
|
100
|
%
|
|
71,038
|
|
|
71,038
|
|
|
79
|
%
|
|
Carmike Cinema
|
Associated Center / Location
|
|
Year of Opening/ Most Recent Expansion
|
|
Company's
Ownership
|
|
Total GLA
(1)
|
|
Total
Leasable
GLA
(2)
|
|
Percentage
GLA
Occupied
(3)
|
|
Anchors
|
||||
EastGate Crossing
Cincinnati, OH |
|
1991 / 2012
|
|
100
|
%
|
|
208,223
|
|
|
184,739
|
|
|
100
|
%
|
|
Kroger, Marshall's,
Office Max
(5)
|
Foothills Plaza
Maryville, TN |
|
1983/1986
|
|
100
|
%
|
|
71,274
|
|
|
71,274
|
|
|
93
|
%
|
|
Ollie's Bargain Outlet
|
Frontier Square
Cheyenne, WY |
|
1985
|
|
100
|
%
|
|
186,552
|
|
|
16,527
|
|
|
100
|
%
|
|
PETCO (7), Ross (7), Target (5), T.J. Maxx (7)
|
Governor's Square Plaza
Clarksville, TN |
|
1985/1988
|
|
50
|
%
|
|
215,281
|
|
|
71,702
|
|
|
100
|
%
|
|
Bed Bath & Beyond, Premier Medical Group, Target
(5)
|
Gunbarrel Pointe
Chattanooga, TN |
|
2000
|
|
100
|
%
|
|
273,913
|
|
|
147,913
|
|
|
100
|
%
|
|
Earthfare, Kohl's,Target
(5)
|
Hamilton Corner
Chattanooga, TN |
|
1990/2005
|
|
90
|
%
|
|
67,243
|
|
|
67,243
|
|
|
71
|
%
|
|
None
|
Hamilton Crossing
Chattanooga, TN |
|
1987/2005
|
|
92
|
%
|
|
191,945
|
|
|
98,832
|
|
|
98
|
%
|
|
HomeGoods
(8)
,
Michaels
(8)
,
T.J. Maxx, Toys R Us
(5)
|
Harford Annex
Bel Air, MD |
|
1973/2003
|
|
100
|
%
|
|
107,656
|
|
|
107,656
|
|
|
100
|
%
|
|
Best Buy, Office Depot, PetSmart
|
The Landing at Arbor Place
Atlanta (Douglasville), GA |
|
1999
|
|
100
|
%
|
|
162,954
|
|
|
85,267
|
|
|
85
|
%
|
|
Michaels, Toys R Us
(5)
|
Layton Hills Convenience Center
Layton, UT |
|
1980
|
|
100
|
%
|
|
91,379
|
|
|
91,379
|
|
|
98
|
%
|
|
Big Lots
|
Layton Hills Plaza
Layton, UT |
|
1989
|
|
100
|
%
|
|
18,808
|
|
|
18,808
|
|
|
100
|
%
|
|
None
|
Parkdale Crossing
Beaumont, TX |
|
2002
|
|
100
|
%
|
|
80,102
|
|
|
80,102
|
|
|
98
|
%
|
|
Barnes & Noble
|
The Plaza at Fayette
Lexington, KY |
|
2006
|
|
100
|
%
|
|
190,207
|
|
|
190,207
|
|
|
99
|
%
|
|
Cinemark, Gordman's
|
The Shoppes at Hamilton Place
Chattanooga, TN |
|
2003
|
|
92
|
%
|
|
131,274
|
|
|
131,274
|
|
|
97
|
%
|
|
Bed Bath & Beyond, Marshall's, Ross
|
The Shoppes at St. Clair Square
Fairview Heights, IL |
|
2007
|
|
100
|
%
|
|
84,383
|
|
|
84,383
|
|
|
96
|
%
|
|
Barnes & Noble
|
Sunrise Commons
Brownsville, TX |
|
2001
|
|
100
|
%
|
|
201,960
|
|
|
100,515
|
|
|
100
|
%
|
|
K-Mart
(5)
, Marshall's, Ross
|
The Terrace
Chattanooga, TN |
|
1997
|
|
92
|
%
|
|
156,612
|
|
|
156,612
|
|
|
100
|
%
|
|
Academy Sports
|
Triangle Town Place
Raleigh, NC |
|
2004
|
|
50
|
%
|
|
149,471
|
|
|
149,471
|
|
|
100
|
%
|
|
Bed Bath & Beyond, Dick's Sporting Goods, DSW Shoes
|
West Towne Crossing
Madison, WI |
|
1980
|
|
100
|
%
|
|
426,633
|
|
|
104,234
|
|
|
100
|
%
|
|
Barnes & Noble, Best Buy, Cub Foods
(5)
, Gander Mountain
(9)
, Kohl's
(5)
, Office Max
(5)
, Savers, Shopko
(5)
|
WestGate Crossing
Spartanburg, SC |
|
1985/1999
|
|
100
|
%
|
|
157,870
|
|
|
157,870
|
|
|
71
|
%
|
|
Hamricks, Jo-Ann Fabrics & Crafts
|
Westmoreland Crossing
Greensburg, PA |
|
2002
|
|
100
|
%
|
|
280,570
|
|
|
280,570
|
|
|
100
|
%
|
|
Carmike Cinema, Dick's Sporting Goods,
Levin Furniture,
Michaels
(10)
,
T.J. Maxx
(10)
|
York Town Center
York, PA |
|
2007
|
|
50
|
%
|
|
282,882
|
|
|
282,882
|
|
|
100
|
%
|
|
Bed Bath & Beyond, Best Buy, Christmas Tree Store, Dick's Sporting Goods, Ross, Staples
|
Total Associated Centers
|
|
|
|
|
|
|
4,463,201
|
|
|
3,301,009
|
|
|
95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-Core Associated Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Madison Plaza
Huntsville, AL |
|
1984
|
|
100
|
%
|
|
153,503
|
|
|
99,108
|
|
|
N/A
|
|
|
Haverty's, HH Gregg
(11)
|
(1)
|
Includes total square footage of the anchors (whether owned or leased by the anchor) and shops. Does not include future expansion areas.
|
(2)
|
Includes leasable anchors.
|
(3)
|
Includes tenants paying rent for executed leases as of
December 31, 2013
, including leased anchors.
|
(4)
|
Bonita Lakes Crossing - We are the lessee under a ground lease for 34 acres, which extends through June 2035, including one 25-year renewal option. The annual rent at
December 31, 2013
was $26,276, increasing by an average of 3% each year.
|
(5)
|
Owned by the tenant.
|
(6)
|
CoolSprings Crossing - Space is owned by SM Newco Franklin LLC, an affiliate of Developers Diversified, and subleased to HH Gregg and Whole Foods (vacant).
|
(7)
|
Frontier Square - Space is owned by 1639 11th Street Associates and subleased to PETCO, Ross, and T.J. Maxx.
|
(8)
|
Hamilton Crossing - Space is owned by Schottenstein Property Group and subleased to HomeGoods and Michaels.
|
(9)
|
West Towne Crossing - Under redevelopment for addition of Nordstrom Rack.
|
(10)
|
Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.
|
(11)
|
Madison Plaza - Space is owned by SM Newco Huntsville LLC, an affiliate of Developers Diversified, and subleased to HH Gregg.
|
Year Ending
December 31,
|
|
Number of
Leases
Expiring
|
|
Annualized
Gross Rent
(1)
|
|
GLA of
Expiring
Leases
|
|
Average
Annualized
Gross Rent
Per Square
Foot
|
|
Expiring
Leases as % of
Total
Annualized
Gross Rent
(2)
|
|
Expiring
Leases as %
of Total Leased
GLA
(3)
|
||||||||
2014
|
|
20
|
|
|
$
|
1,570,000
|
|
|
98,000
|
|
|
$
|
15.97
|
|
|
3.6
|
%
|
|
3.2
|
%
|
2015
|
|
43
|
|
|
4,645,000
|
|
|
293,000
|
|
|
15.86
|
|
|
10.5
|
%
|
|
9.5
|
%
|
||
2016
|
|
37
|
|
|
5,499,000
|
|
|
388,000
|
|
|
14.17
|
|
|
12.4
|
%
|
|
12.7
|
%
|
||
2017
|
|
53
|
|
|
6,807,000
|
|
|
415,000
|
|
|
16.39
|
|
|
15.4
|
%
|
|
13.5
|
%
|
||
2018
|
|
40
|
|
|
6,344,000
|
|
|
378,000
|
|
|
16.80
|
|
|
14.4
|
%
|
|
12.3
|
%
|
||
2019
|
|
20
|
|
|
3,981,000
|
|
|
338,000
|
|
|
11.79
|
|
|
9.0
|
%
|
|
11.0
|
%
|
||
2020
|
|
15
|
|
|
2,265,000
|
|
|
207,000
|
|
|
10.94
|
|
|
5.1
|
%
|
|
6.8
|
%
|
||
2021
|
|
13
|
|
|
4,374,000
|
|
|
322,000
|
|
|
13.58
|
|
|
9.9
|
%
|
|
10.5
|
%
|
||
2022
|
|
22
|
|
|
4,148,000
|
|
|
311,000
|
|
|
13.34
|
|
|
9.4
|
%
|
|
10.1
|
%
|
||
2023
|
|
9
|
|
|
1,744,000
|
|
|
87,000
|
|
|
20.16
|
|
|
3.9
|
%
|
|
2.8
|
%
|
(1)
|
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at
December 31, 2013
for expiring leases that were executed as of
December 31, 2013
.
|
(2)
|
Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of
December 31, 2013
.
|
(3)
|
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of
December 31, 2013
.
|
Community Center / Location
|
|
Year of Opening/ Most Recent Expansion
|
|
Company's Ownership
|
|
Total
GLA
(1)
|
|
Total
Leasable
GLA
(2)
|
|
Percentage
GLA
Occupied
(3)
|
|
Anchors
|
||||
Cobblestone Village at Palm Coast
Palm Coast, FL
|
|
2007
|
|
100
|
%
|
|
96,891
|
|
|
22,876
|
|
|
97
|
%
|
|
Belk
(4)
|
The Crossings at Marshalls Creek
Middle Smithfield, PA
|
|
2013
|
|
100
|
%
|
|
84,943
|
|
|
84,943
|
|
|
95
|
%
|
|
Price Chopper
|
The Forum at Grandview
Madison, MS
|
|
2010/2012
|
|
75
|
%
|
|
189,719
|
|
|
189,719
|
|
|
100
|
%
|
|
Best Buy, Dick’s Sporting Goods, Homegoods, Michaels, Stein Mart
|
Hammock Landing
West Melbourne, FL
|
|
2009
|
|
50
|
%
|
|
343,897
|
|
|
206,896
|
|
|
96
|
%
|
|
HH Gregg, Kohl's
(4)
, Marshall's, Michaels, Ross, Target
(4)
|
High Pointe Commons
Harrisburg, PA
|
|
2006/2008
|
|
50
|
%
|
|
341,789
|
|
|
118,786
|
|
|
98
|
%
|
|
Christmas Tree Shops, JC Penney
(4)
, Target
(4)
|
The Pavilion at Port Orange
Port Orange, FL
|
|
2010
|
|
50
|
%
|
|
313,838
|
|
|
252,039
|
|
|
95
|
%
|
|
Belk, Hollywood Theaters, Marshall's, Michaels
|
Pemberton Plaza
Vicksburg, MS
|
|
1986
|
|
100
|
%
|
|
77,894
|
|
|
26,948
|
|
|
91
|
%
|
|
T.J. Maxx
(5)
|
The Promenade
D'Iberville, MS
|
|
2009
|
|
85
|
%
|
|
528,464
|
|
|
311,504
|
|
|
100
|
%
|
|
Best Buy, Dick's Sporting Goods, Kohl's
(4)
, Marshall's, Michaels, Target
(4)
|
Renaissance Center
Durham, NC
|
|
2003/2007
|
|
50
|
%
|
|
314,691
|
|
|
314,691
|
|
|
96
|
%
|
|
Best Buy, Nordstrom, REI, Toys R Us
|
Statesboro Crossing
Statesboro, GA
|
|
2008
|
|
50
|
%
|
|
136,958
|
|
|
136,958
|
|
|
98
|
%
|
|
Hobby Lobby, T.J. Maxx
|
Waynesville Commons
Waynesville, NC
|
|
2012
|
|
100
|
%
|
|
126,901
|
|
|
41,967
|
|
|
100
|
%
|
|
Belk
(4)
|
Total Community Centers
|
|
|
|
|
|
|
2,555,985
|
|
|
1,707,327
|
|
|
97
|
%
|
|
|
(1)
|
Includes total square footage of the Anchors (whether owned or leased by the Anchor) and shops. Does not include future expansion areas.
|
(2)
|
Includes leasable Anchors.
|
(3)
|
Includes tenants paying rent for executed leases as of
December 31, 2013
, including leased anchors.
|
(4)
|
Owned by tenant.
|
(5)
|
Pemberton Plaza - Space is owned by The Kroger Company and subleased to T.J. Maxx.
|
Year Ending
December 31,
|
|
Number of
Leases
Expiring
|
|
Annualized
Gross Rent
(1)
|
|
GLA of
Expiring
Leases
|
|
Average
Annualized
Gross Rent
Per Square
Foot
|
|
Expiring
Leases as % of
Total
Annualized
Gross Rent
(2)
|
|
Expiring
Leases as a
% of Total
Leased
GLA
(3)
|
||||||||
2014
|
|
17
|
|
|
$
|
1,269,000
|
|
|
39,000
|
|
|
$
|
32.25
|
|
|
3.6
|
%
|
|
2.0
|
%
|
2015
|
|
29
|
|
|
2,314,000
|
|
|
89,000
|
|
|
25.94
|
|
|
6.6
|
%
|
|
4.5
|
%
|
||
2016
|
|
22
|
|
|
1,285,000
|
|
|
59,000
|
|
|
21.83
|
|
|
3.7
|
%
|
|
3.0
|
%
|
||
2017
|
|
31
|
|
|
2,636,000
|
|
|
121,000
|
|
|
21.71
|
|
|
7.6
|
%
|
|
6.2
|
%
|
||
2018
|
|
26
|
|
|
2,812,000
|
|
|
136,000
|
|
|
20.67
|
|
|
8.1
|
%
|
|
6.9
|
%
|
||
2019
|
|
25
|
|
|
4,070,000
|
|
|
212,000
|
|
|
19.24
|
|
|
11.7
|
%
|
|
10.7
|
%
|
||
2020
|
|
35
|
|
|
6,992,000
|
|
|
392,000
|
|
|
17.82
|
|
|
20.1
|
%
|
|
19.9
|
%
|
||
2021
|
|
15
|
|
|
2,563,000
|
|
|
139,000
|
|
|
18.4
|
|
|
7.4
|
%
|
|
7.1
|
%
|
||
2022
|
|
18
|
|
|
2,591,000
|
|
|
147,000
|
|
|
17.58
|
|
|
7.4
|
%
|
|
7.5
|
%
|
||
2023
|
|
26
|
|
|
3,555,000
|
|
|
209,000
|
|
|
17.00
|
|
|
10.2
|
%
|
|
10.6
|
%
|
(1)
|
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at
December 31, 2013
for expiring leases that were executed as of
December 31, 2013
.
|
(2)
|
Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of
December 31, 2013
.
|
(3)
|
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of
December 31, 2013
.
|
Office Building / Location
|
|
Year of Opening/ Most Recent Expansion
|
|
Company's Ownership
|
|
Total
GLA
(1)
|
|
Total
Leasable
GLA
|
|
Percentage
GLA
Occupied
|
||||
840 Greenbrier Circle
Chesapeake, VA
|
|
1983
|
|
100
|
%
|
|
50,820
|
|
|
50,820
|
|
|
82
|
%
|
850 Greenbrier Circle
Chesapeake, VA
|
|
1984
|
|
100
|
%
|
|
81,318
|
|
|
81,318
|
|
|
100
|
%
|
Bank of America Building
Greensboro, NC
|
|
1988
|
|
50
|
%
|
|
49,265
|
|
|
49,265
|
|
|
38
|
%
|
CBL Center
Chattanooga, TN
|
|
2001
|
|
92
|
%
|
|
130,658
|
|
|
130,658
|
|
|
100
|
%
|
CBL Center II
Chattanooga, TN
|
|
2008
|
|
92
|
%
|
|
76,437
|
|
|
76,437
|
|
|
95
|
%
|
First Citizens Bank Building
Greensboro, NC
|
|
1985
|
|
50
|
%
|
|
43,357
|
|
|
43,357
|
|
|
95
|
%
|
Friendly Center Office Building
Greensboro, NC
|
|
1972
|
|
50
|
%
|
|
29,086
|
|
|
29,086
|
|
|
86
|
%
|
Oak Branch Business Center
Greensboro, NC
|
|
1990/1995
|
|
100
|
%
|
|
33,622
|
|
|
33,622
|
|
|
77
|
%
|
One Oyster Point
Newport News, VA
|
|
1984
|
|
100
|
%
|
|
36,257
|
|
|
36,257
|
|
|
29
|
%
|
The Pavilion at Port Orange
Port Orange, FL
|
|
2010
|
|
50
|
%
|
|
31,382
|
|
|
31,382
|
|
|
86
|
%
|
Pearland Office
Pearland, TX
|
|
2009
|
|
88
|
%
|
|
30,100
|
|
|
30,100
|
|
|
100
|
%
|
Two Oyster Point
Newport News, VA
|
|
1985
|
|
100
|
%
|
|
39,283
|
|
|
39,283
|
|
|
79
|
%
|
Wachovia Office Building
Greensboro, NC
|
|
1992
|
|
50
|
%
|
|
12,000
|
|
|
12,000
|
|
|
100
|
%
|
Total Office Buildings
|
|
|
|
|
|
|
643,585
|
|
|
643,585
|
|
|
85
|
%
|
Year Ending
December 31,
|
|
Number of
Leases
Expiring
|
|
Annualized
Gross Rent
(1)
|
|
GLA of
Expiring
Leases
|
|
Average
Annualized
Gross Rent
Per Square
Foot
|
|
Expiring Leases
as % of Total
Annualized
Gross Rent
(2)
|
|
Expiring
Leases as a
% of Total
Leased
GLA
(3)
|
||||||||
2014
|
|
8
|
|
|
$
|
278,000
|
|
|
16,000
|
|
|
$
|
17.18
|
|
|
2.5
|
%
|
|
3.2
|
%
|
2015
|
|
18
|
|
|
1,878,000
|
|
|
95,000
|
|
|
19.86
|
|
|
16.8
|
%
|
|
18.6
|
%
|
||
2016
|
|
19
|
|
|
1,068,000
|
|
|
56,000
|
|
|
19.15
|
|
|
9.6
|
%
|
|
11.0
|
%
|
||
2017
|
|
14
|
|
|
2,019,000
|
|
|
125,000
|
|
|
16.13
|
|
|
18.1
|
%
|
|
24.6
|
%
|
||
2018
|
|
16
|
|
|
1,705,000
|
|
|
61,000
|
|
|
27.83
|
|
|
15.3
|
%
|
|
12.0
|
%
|
||
2019
|
|
4
|
|
|
1,252,000
|
|
|
53,000
|
|
|
23.57
|
|
|
11.2
|
%
|
|
10.4
|
%
|
||
2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
||
2022
|
|
2
|
|
|
464,000
|
|
|
15,000
|
|
|
—
|
|
|
4.2
|
%
|
|
2.9
|
%
|
(1)
|
Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, in effect at
December 31, 2013
for expiring leases that were executed as of
December 31, 2013
.
|
(2)
|
Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of
December 31, 2013
.
|
(3)
|
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of
December 31, 2013
.
|
Property
|
|
Our
Ownership
Interest
|
|
Stated
Interest
Rate
|
|
Principal
Balance as of
12/31/13
(1)
|
|
Annual
Debt
Service
|
|
Maturity
Date
|
|
Optional Extended Maturity Date
|
|
Balloon
Payment Due
on Maturity
|
|
Open to Prepayment
Date
(2)
|
|
Footnote
|
|||||||||
Consolidated Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Malls:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acadiana Mall
|
|
100
|
%
|
|
5.67
|
%
|
|
$
|
134,933
|
|
|
$
|
10,435
|
|
|
Apr-17
|
|
—
|
|
$
|
124,998
|
|
|
Open
|
|
|
|
Alamance Crossing
|
|
100
|
%
|
|
5.83
|
%
|
|
49,350
|
|
|
3,589
|
|
|
Jul-21
|
|
—
|
|
43,046
|
|
|
Jul-14
|
|
|
|
|||
Arbor Place
|
|
100
|
%
|
|
5.10
|
%
|
|
119,319
|
|
|
7,948
|
|
|
May-22
|
|
—
|
|
100,861
|
|
|
Apr-14
|
|
|
|
|||
Asheville Mall
|
|
100
|
%
|
|
5.80
|
%
|
|
74,819
|
|
|
5,917
|
|
|
Sep-21
|
|
—
|
|
60,190
|
|
|
Sep-14
|
|
|
|
|||
Brookfield Square
|
|
100
|
%
|
|
5.08
|
%
|
|
90,117
|
|
|
6,822
|
|
|
Nov-15
|
|
—
|
|
85,807
|
|
|
Open
|
|
|
|
|||
Burnsville Center
|
|
100
|
%
|
|
6.00
|
%
|
|
77,565
|
|
|
6,417
|
|
|
Jul-20
|
|
—
|
|
63,589
|
|
|
Open
|
|
|
|
|||
Cary Towne Center
|
|
100
|
%
|
|
8.50
|
%
|
|
53,679
|
|
|
11,958
|
|
|
Mar-17
|
|
—
|
|
45,226
|
|
|
Open
|
|
|
|
|||
Chapel Hill Mall
|
|
100
|
%
|
|
6.10
|
%
|
|
68,681
|
|
|
5,599
|
|
|
Aug-16
|
|
—
|
|
64,747
|
|
|
Open
|
|
|
|
|||
CherryVale Mall
|
|
100
|
%
|
|
5.00
|
%
|
|
80,364
|
|
|
6,055
|
|
|
Oct-15
|
|
—
|
|
76,647
|
|
|
Open
|
|
|
|
|||
Chesterfield Mall
|
|
100
|
%
|
|
5.74
|
%
|
|
140,000
|
|
|
8,153
|
|
|
Sep-16
|
|
—
|
|
140,000
|
|
|
Open
|
|
|
|
|||
Citadel Mall
|
|
100
|
%
|
|
5.68
|
%
|
|
68,169
|
|
|
5,226
|
|
|
Apr-17
|
|
—
|
|
62,939
|
|
|
Open
|
|
(3)
|
|
|||
Columbia Place
|
|
100
|
%
|
|
5.45
|
%
|
|
27,265
|
|
|
2,493
|
|
|
Sep-13
|
|
—
|
|
25,603
|
|
|
Open
|
|
(4)
|
|
|||
Cross Creek Mall
|
|
100
|
%
|
|
4.54
|
%
|
|
133,964
|
|
|
9,376
|
|
|
Jan-22
|
|
—
|
|
102,260
|
|
|
Open
|
|
|
|
|||
Dakota Square Mall
|
|
100
|
%
|
|
6.23
|
%
|
|
57,642
|
|
|
4,562
|
|
|
Nov-16
|
|
—
|
|
54,843
|
|
|
Open
|
|
|
|
Property
|
|
Our
Ownership
Interest
|
|
Stated
Interest
Rate
|
|
Principal
Balance as of
12/31/13
(1)
|
|
Annual
Debt
Service
|
|
Maturity
Date
|
|
Optional Extended Maturity Date
|
|
Balloon
Payment Due
on Maturity
|
|
Open to Prepayment
Date
(2)
|
|
Footnote
|
|||||||||
East Towne Mall
|
|
100
|
%
|
|
5.00
|
%
|
|
68,539
|
|
|
5,153
|
|
|
Nov-15
|
|
—
|
|
65,231
|
|
|
Open
|
|
|
|
|||
EastGate Mall
|
|
100
|
%
|
|
5.83
|
%
|
|
41,102
|
|
|
3,613
|
|
|
Apr-21
|
|
—
|
|
30,155
|
|
|
Apr-14
|
|
|
|
|||
Eastland Mall
|
|
100
|
%
|
|
5.85
|
%
|
|
59,400
|
|
|
3,475
|
|
|
Dec-15
|
|
—
|
|
59,400
|
|
|
Open
|
|
|
|
|||
Fashion Square
|
|
100
|
%
|
|
4.95
|
%
|
|
40,675
|
|
|
2,932
|
|
|
Jun-22
|
|
—
|
|
31,112
|
|
|
May-14
|
|
|
|
|||
Fayette Mall
|
|
100
|
%
|
|
5.42
|
%
|
|
175,319
|
|
|
13,527
|
|
|
May-21
|
|
—
|
|
139,177
|
|
|
Open
|
|
|
|
|||
Greenbrier Mall
|
|
100
|
%
|
|
5.91
|
%
|
|
75,543
|
|
|
6,055
|
|
|
Aug-16
|
|
—
|
|
71,111
|
|
|
Open
|
|
|
|
|||
Hamilton Place
|
|
90
|
%
|
|
5.86
|
%
|
|
103,888
|
|
|
8,292
|
|
|
Aug-16
|
|
—
|
|
97,757
|
|
|
Open
|
|
|
|
|||
Hanes Mall
|
|
100
|
%
|
|
6.99
|
%
|
|
153,977
|
|
|
13,080
|
|
|
Oct-18
|
|
—
|
|
140,968
|
|
|
Open
|
|
|
|
|||
Hickory Point Mall
|
|
100
|
%
|
|
5.85
|
%
|
|
29,005
|
|
|
2,347
|
|
|
Dec-15
|
|
—
|
|
27,690
|
|
|
Open
|
|
|
|
|||
Honey Creek Mall
|
|
100
|
%
|
|
8.00
|
%
|
|
29,988
|
|
|
3,373
|
|
|
Jul-19
|
|
—
|
|
23,290
|
|
|
Open
|
|
(5)
|
|
|||
Imperial Valley Mall
|
|
100
|
%
|
|
4.99
|
%
|
|
51,278
|
|
|
3,859
|
|
|
Sep-15
|
|
—
|
|
49,019
|
|
|
Open
|
|
|
|
|||
Janesville Mall
|
|
100
|
%
|
|
8.38
|
%
|
|
3,797
|
|
|
1,857
|
|
|
Apr-16
|
|
—
|
|
—
|
|
|
Open
|
|
|
|
|||
Jefferson Mall
|
|
100
|
%
|
|
4.75
|
%
|
|
69,599
|
|
|
4,456
|
|
|
Jun-22
|
|
—
|
|
58,176
|
|
|
May-14
|
|
|
|
|||
Kirkwood Mall
|
|
100
|
%
|
|
5.75
|
%
|
|
39,778
|
|
|
2,885
|
|
|
Apr-18
|
|
|
|
37,109
|
|
|
Open
|
|
|
|
|||
Layton Hills Mall
|
|
100
|
%
|
|
5.66
|
%
|
|
96,433
|
|
|
7,453
|
|
|
Apr-17
|
|
—
|
|
89,327
|
|
|
Open
|
|
|
|
|||
Mall del Norte
|
|
100
|
%
|
|
5.04
|
%
|
|
113,400
|
|
|
5,715
|
|
|
Dec-14
|
|
—
|
|
113,400
|
|
|
Open
|
|
|
|
|||
Midland Mall
|
|
100
|
%
|
|
6.10
|
%
|
|
33,894
|
|
|
2,763
|
|
|
Aug-16
|
|
—
|
|
31,953
|
|
|
Open
|
|
|
|
|||
Northwoods Mall
|
|
100
|
%
|
|
5.08
|
%
|
|
71,294
|
|
|
4,743
|
|
|
Apr-22
|
|
—
|
|
60,292
|
|
|
May-14
|
|
|
|
|||
The Outlet Shoppes at Atlanta
|
|
75
|
%
|
|
4.90
|
%
|
|
79,902
|
|
|
5,095
|
|
|
Nov-23
|
|
—
|
|
65,036
|
|
|
Nov-14
|
|
|
|
|||
The Outlet Shoppes at El Paso
|
|
75
|
%
|
|
7.06
|
%
|
|
65,465
|
|
|
5,622
|
|
|
Dec-17
|
|
—
|
|
61,265
|
|
|
Open
|
|
|
|
|||
The Outlet Shoppes
at Gettysburg
|
|
50
|
%
|
|
5.87
|
%
|
|
39,437
|
|
|
3,104
|
|
|
Feb-16
|
|
—
|
|
37,766
|
|
|
Open
|
|
|
|
|||
The Outlet Shoppes at Oklahoma City
|
|
75
|
%
|
|
5.73
|
%
|
|
57,812
|
|
|
4,521
|
|
|
Jan-22
|
|
—
|
|
45,428
|
|
|
Open
|
|
|
|
|||
Park Plaza Mall
|
|
100
|
%
|
|
5.28
|
%
|
|
93,909
|
|
|
7,165
|
|
|
Apr-21
|
|
—
|
|
74,428
|
|
|
Apr-14
|
|
|
|
|||
Parkdale Mall & Crossing
|
|
100
|
%
|
|
5.85
|
%
|
|
89,991
|
|
|
7,241
|
|
|
Mar-21
|
|
—
|
|
72,447
|
|
|
Mar-14
|
|
|
|
|||
Parkway Place
|
|
100
|
%
|
|
6.50
|
%
|
|
39,433
|
|
|
3,403
|
|
|
Jul-20
|
|
—
|
|
32,661
|
|
|
Open
|
|
|
|
|||
Southaven Towne Center
|
|
100
|
%
|
|
5.50
|
%
|
|
40,929
|
|
|
3,134
|
|
|
Jan-17
|
|
—
|
|
38,056
|
|
|
Open
|
|
|
|
|||
Southpark Mall
|
|
100
|
%
|
|
4.85
|
%
|
|
65,531
|
|
|
4,240
|
|
|
Jun-22
|
|
—
|
|
54,924
|
|
|
Jul-14
|
|
|
|
|||
St. Clair Square
|
|
100
|
%
|
|
3.25
|
%
|
|
122,375
|
|
|
5,477
|
|
|
Dec-16
|
|
—
|
|
117,875
|
|
|
Open
|
|
(6)
|
|
|||
Stroud Mall
|
|
100
|
%
|
|
4.59
|
%
|
|
33,243
|
|
|
2,119
|
|
|
Apr-16
|
|
—
|
|
30,276
|
|
|
Open
|
|
(7)
|
|
|||
Valley View Mall
|
|
100
|
%
|
|
6.50
|
%
|
|
61,027
|
|
|
5,267
|
|
|
Jul-20
|
|
—
|
|
50,547
|
|
|
Open
|
|
|
|
|||
Volusia Mall
|
|
100
|
%
|
|
8.00
|
%
|
|
51,586
|
|
|
5,802
|
|
|
Jul-19
|
|
—
|
|
40,064
|
|
|
Open
|
|
(5)
|
|
|||
Wausau Center
|
|
100
|
%
|
|
5.85
|
%
|
|
18,790
|
|
|
1,509
|
|
|
Apr-21
|
|
—
|
|
15,100
|
|
|
Apr-14
|
|
|
|
|||
West Towne Mall
|
|
100
|
%
|
|
5.00
|
%
|
|
96,811
|
|
|
7,279
|
|
|
Nov-15
|
|
—
|
|
92,139
|
|
|
Open
|
|
|
|
|||
WestGate Mall
|
|
100
|
%
|
|
4.99
|
%
|
|
38,818
|
|
|
2,803
|
|
|
Jul-22
|
|
—
|
|
29,670
|
|
|
Open
|
|
|
|
|||
York Galleria
|
|
100
|
%
|
|
4.55
|
%
|
|
53,093
|
|
|
3,245
|
|
|
Apr-16
|
|
—
|
|
48,337
|
|
|
Open
|
|
(8)
|
|
|||
|
|
|
|
|
|
|
|
3,480,928
|
|
|
267,154
|
|
|
|
|
|
|
3,081,942
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Associated Centers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CoolSprings Crossing
|
|
100
|
%
|
|
4.54
|
%
|
|
12,427
|
|
|
792
|
|
|
Apr-16
|
|
—
|
|
11,313
|
|
|
Open
|
|
(9)
|
|
|||
EastGate Crossing
|
|
100
|
%
|
|
5.66
|
%
|
|
15,024
|
|
|
1,159
|
|
|
May-17
|
|
—
|
|
13,893
|
|
|
Open
|
|
|
|
|||
Gunbarrel Pointe
|
|
100
|
%
|
|
4.64
|
%
|
|
11,067
|
|
|
701
|
|
|
Apr-16
|
|
—
|
|
10,083
|
|
|
Open
|
|
(10)
|
|
|||
Hamilton Corner
|
|
90
|
%
|
|
5.67
|
%
|
|
15,289
|
|
|
1,183
|
|
|
Apr-17
|
|
—
|
|
14,164
|
|
|
Open
|
|
|
|
|||
Hamilton Crossing & Expansion
|
|
92
|
%
|
|
5.99
|
%
|
|
10,075
|
|
|
819
|
|
|
Apr-21
|
|
—
|
|
8,122
|
|
|
Open
|
|
|
|
|||
The Plaza at Fayette
|
|
100
|
%
|
|
5.67
|
%
|
|
39,834
|
|
|
3,081
|
|
|
Apr-17
|
|
—
|
|
36,901
|
|
|
Open
|
|
|
|
|||
The Shoppes at St. Clair Square
|
|
100
|
%
|
|
5.67
|
%
|
|
20,188
|
|
|
1,562
|
|
|
Apr-17
|
|
—
|
|
18,702
|
|
|
Open
|
|
|
|
Property
|
|
Our
Ownership
Interest
|
|
Stated
Interest
Rate
|
|
Principal
Balance as of
12/31/13
(1)
|
|
Annual
Debt
Service
|
|
Maturity
Date
|
|
Optional Extended Maturity Date
|
|
Balloon
Payment Due
on Maturity
|
|
Open to Prepayment
Date
(2)
|
|
Footnote
|
|||||||||
The Terrace
|
|
92
|
%
|
|
7.25
|
%
|
|
13,963
|
|
|
1,284
|
|
|
Jun-20
|
|
—
|
|
11,755
|
|
|
Jul-15
|
|
|
|
|||
|
|
|
|
|
|
|
|
137,867
|
|
|
10,581
|
|
|
|
|
|
|
124,933
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Community Centers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Statesboro Crossing
|
|
50
|
%
|
|
1.97
|
%
|
|
11,337
|
|
|
355
|
|
|
Jun-16
|
|
Jun-18
|
|
11,024
|
|
|
Open
|
|
(11)
|
|
|||
The Promenade
|
|
85
|
%
|
|
1.87
|
%
|
|
51,300
|
|
|
3,599
|
|
|
Dec-14
|
|
Dec-18
|
|
51,300
|
|
|
Open
|
|
(11)
|
|
|||
|
|
|
|
|
|
|
|
62,637
|
|
|
3,954
|
|
|
|
|
|
|
62,324
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Office Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CBL Center
|
|
92
|
%
|
|
5.00
|
%
|
|
21,095
|
|
|
1,651
|
|
|
Jun-22
|
|
—
|
|
14,949
|
|
|
Jul-14
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unsecured Credit Facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
$600,000 capacity
|
|
100
|
%
|
|
1.57
|
%
|
|
99,371
|
|
|
1,560
|
|
|
Nov-15
|
|
Nov-16
|
|
99,371
|
|
|
Open
|
|
|
|
|||
$600,000 capacity
|
|
100
|
%
|
|
1.57
|
%
|
|
124,383
|
|
|
1,953
|
|
|
Nov-16
|
|
Nov-17
|
|
124,383
|
|
|
Open
|
|
|
|
|||
$100,000 capacity
|
|
100
|
%
|
|
1.57
|
%
|
|
5,000
|
|
|
79
|
|
|
Feb-16
|
|
—
|
|
5,000
|
|
|
Open
|
|
|
|
|||
|
|
|
|
|
|
|
|
228,754
|
|
|
3,592
|
|
|
|
|
|
|
228,754
|
|
|
|
|
|
|
|||
Unsecured Term Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$400,000 capacity
|
|
100
|
%
|
|
1.67
|
%
|
|
400,000
|
|
|
6,680
|
|
|
Jul-18
|
|
—
|
|
400,000
|
|
|
Open
|
|
|
|
|||
$50,000 capacity
|
|
100
|
%
|
|
2.07
|
%
|
|
50,000
|
|
|
1,035
|
|
|
Feb-18
|
|
—
|
|
50,000
|
|
|
Open
|
|
|
|
|||
|
|
|
|
|
|
450,000
|
|
|
7,715
|
|
|
|
|
|
|
450,000
|
|
|
|
|
|
|
|||||
Senior Unsecured Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
5.25% notes
|
|
100
|
%
|
|
5.25
|
%
|
|
450,000
|
|
|
23,625
|
|
|
Dec-23
|
|
—
|
|
450,000
|
|
|
Open
|
|
|
|
|||
5.25% notes - discount
|
|
100
|
%
|
|
5.25
|
%
|
|
(4,626
|
)
|
|
(243
|
)
|
|
Dec-23
|
|
—
|
|
(4,626
|
)
|
|
Open
|
|
|
|
|||
|
|
|
|
|
|
445,374
|
|
|
23,382
|
|
|
|
|
|
|
445,374
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction Property:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Outlet Shoppes
at Louisville
|
|
65
|
%
|
|
2.17
|
%
|
|
2,983
|
|
|
65
|
|
|
Aug-16
|
|
Aug-18
|
|
2,983
|
|
|
Open
|
|
(11)
|
(12)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pearland Town Center
|
|
88
|
%
|
|
8.00
|
%
|
|
17,570
|
|
|
1,406
|
|
|
Oct-14
|
|
—
|
|
N/A
|
|
|
|
(13)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unamortized Premiums (Discounts)
|
|
|
|
|
10,315
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
(14)
|
|
||||||
Total Consolidated Debt
|
|
|
|
|
$
|
4,857,523
|
|
|
$
|
319,500
|
|
|
|
|
|
|
$
|
4,411,259
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unconsolidated Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Coastal Grand-Myrtle Beach
|
|
50
|
%
|
|
5.09
|
%
|
|
76,839
|
|
|
7,078
|
|
|
Oct-14
|
|
—
|
|
74,423
|
|
|
Open
|
|
(15)
|
|
|||
CoolSprings Galleria
|
|
50
|
%
|
|
6.98
|
%
|
|
107,526
|
|
|
10,683
|
|
|
Jun-18
|
|
—
|
|
87,037
|
|
|
Open
|
|
|
|
|||
Fremaux Town Center
|
|
65
|
%
|
|
2.29
|
%
|
|
25,800
|
|
|
591
|
|
|
Mar-16
|
|
Mar-18
|
|
25,800
|
|
|
Open
|
|
(11)
|
(12)
|
|||
Friendly Shopping Center
|
|
50
|
%
|
|
3.48
|
%
|
|
100,000
|
|
|
3,480
|
|
|
Apr-23
|
|
—
|
|
82,392
|
|
|
Apr-14
|
|
(16)
|
|
|||
Governor's Square Mall
|
|
48
|
%
|
|
8.23
|
%
|
|
19,619
|
|
|
3,476
|
|
|
Sep-16
|
|
—
|
|
14,089
|
|
|
Open
|
|
|
|
|||
Gulf Coast Town Center (Phase I)
|
|
50
|
%
|
|
5.60
|
%
|
|
190,800
|
|
|
10,687
|
|
|
Jul-17
|
|
—
|
|
190,800
|
|
|
Open
|
|
|
|
|||
Gulf Coast Town Center (Phase III)
|
|
50
|
%
|
|
2.75
|
%
|
|
6,258
|
|
|
758
|
|
|
Jul-15
|
|
—
|
|
5,401
|
|
|
Open
|
|
(11)
|
(12)
|
|||
Hammock Landing (Phase I)
|
|
50
|
%
|
|
2.17
|
%
|
|
41,011
|
|
|
1,658
|
|
|
Nov-15
|
|
Nov-17
|
|
39,596
|
|
|
Open
|
|
(11)
|
(17)
|
|||
Hammock Landing (Phase II)
|
|
50
|
%
|
|
2.42
|
%
|
|
4,530
|
|
|
110
|
|
|
Nov-15
|
|
Nov-17
|
|
4,530
|
|
|
Open
|
|
(11)
|
(18)
|
Property
|
|
Our
Ownership
Interest
|
|
Stated
Interest
Rate
|
|
Principal
Balance as of
12/31/13
(1)
|
|
Annual
Debt
Service
|
|
Maturity
Date
|
|
Optional Extended Maturity Date
|
|
Balloon
Payment Due
on Maturity
|
|
Open to Prepayment
Date
(2)
|
|
Footnote
|
|||||||||
High Pointe Commons (Phase I)
|
|
50
|
%
|
|
5.74
|
%
|
|
13,511
|
|
|
1,212
|
|
|
May-17
|
|
—
|
|
12,112
|
|
|
Open
|
|
|
|
|||
High Pointe Commons (Phase II)
|
|
50
|
%
|
|
6.10
|
%
|
|
5,406
|
|
|
481
|
|
|
Jul-17
|
|
—
|
|
4,816
|
|
|
Open
|
|
|
|
|||
Kentucky Oaks Mall
|
|
50
|
%
|
|
5.27
|
%
|
|
23,101
|
|
|
2,429
|
|
|
Jan-17
|
|
—
|
|
19,223
|
|
|
Open
|
|
|
|
|||
Oak Park Mall
|
|
50
|
%
|
|
5.85
|
%
|
|
275,700
|
|
|
16,128
|
|
|
Dec-15
|
|
—
|
|
275,700
|
|
|
Open
|
|
|
|
|||
The Pavilion at Port Orange
|
|
50
|
%
|
|
2.17
|
%
|
|
62,559
|
|
|
2,510
|
|
|
Nov-15
|
|
Nov-17
|
|
52,392
|
|
|
Open
|
|
(11)
|
(17)
|
|||
Renaissance Center (Phase I)
|
|
50
|
%
|
|
5.61
|
%
|
|
33,129
|
|
|
2,569
|
|
|
Jul-16
|
|
—
|
|
31,297
|
|
|
Open
|
|
|
|
|||
Renaissance Center (Phase II)
|
|
50
|
%
|
|
3.49
|
%
|
|
16,000
|
|
|
558
|
|
|
Apr-23
|
|
—
|
|
13,636
|
|
|
Apr-14
|
|
(19)
|
|
|||
The Shops at Friendly Center
|
|
50
|
%
|
|
5.90
|
%
|
|
40,334
|
|
|
3,203
|
|
|
Jan-17
|
|
—
|
|
37,639
|
|
|
Open
|
|
|
|
|||
Triangle Town Center
|
|
50
|
%
|
|
5.74
|
%
|
|
179,336
|
|
|
14,367
|
|
|
Dec-15
|
|
—
|
|
171,092
|
|
|
Open
|
|
|
|
|||
West County Center
|
|
50
|
%
|
|
3.40
|
%
|
|
190,000
|
|
|
6,460
|
|
|
Dec-22
|
|
—
|
|
162,270
|
|
|
Jan-15
|
|
(20)
|
|
|||
York Town Center
|
|
50
|
%
|
|
4.90
|
%
|
|
36,536
|
|
|
2,657
|
|
|
Feb-22
|
|
—
|
|
28,293
|
|
|
Open
|
|
|
|
|||
York Town Center - Pier 1
|
|
50
|
%
|
|
2.92
|
%
|
|
1,476
|
|
|
56
|
|
|
Feb-22
|
|
—
|
|
1,088
|
|
|
Open
|
|
(11)
|
|
|||
Total Unconsolidated Debt
|
|
|
|
|
$
|
1,449,471
|
|
|
$
|
91,151
|
|
|
|
|
|
|
$
|
1,333,626
|
|
|
|
|
|
|
|||
Total Consolidated and Unconsolidated Debt
|
|
$
|
6,306,994
|
|
|
$
|
410,651
|
|
|
|
|
|
|
$
|
5,744,885
|
|
|
|
|
|
|
||||||
Company's Pro-Rata Share of Total Debt
|
|
$
|
5,506,988
|
|
|
$
|
358,307
|
|
|
|
|
|
|
|
|
|
|
|
(21)
|
|
(1)
|
The amount listed includes 100% of the loan amount even though the Company may have less than a 100% ownership interest in the Property.
|
(2)
|
Prepayment premium is based on yield maintenance or defeasance.
|
(3)
|
The foreclosure process on Citadel Mall was completed in January 2014.
|
(4)
|
Columbia Place is in the process of foreclosure, which the Company anticipates will be complete by the second quarter of 2014.
|
(5)
|
The mortgages on Honey Creek and Volusia Mall are cross-collateralized and cross-defaulted.
|
(6)
|
This loan was retired subsequent to
December 31, 2013
.
|
(7)
|
The Company has an interest rate swap on a notional amount of $33,243, amortizing to $30,276 over the term of the swap, related to Stroud Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
|
(8)
|
The Company has an interest rate swap on a notional amount of $53,093, amortizing to $48,337 over the term of the swap, related to York Galleria to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
|
(9)
|
The Company has an interest rate swap on a notional amount of $12,427, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
|
(10)
|
The Company has an interest rate swap on a notional amount of $11,067, amortizing to $10,083 over the term of the swap, related to Gunbarrel Pointe to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
|
(11)
|
The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2013. The note is prepayable at any time without prepayment penalty.
|
(12)
|
The Company owns less than 100% of the Property but guarantees 100% of the debt.
|
(13)
|
We own 88% and our joint venture partner owns 12%. of Pearland Town Center. Our joint venture partner's equity contribution is accounted for using the financing method. The 8.0% rate represents our partner's rate of preferred return.
|
(14)
|
Represents net premiums related to debt assumed to acquire real estate assets, which had stated interest rates that were above or below the estimated market rates for similar debt instruments at the respective acquisition dates.
|
(15)
|
The amounts shown represent a first mortgage securing the Property. In addition to the outstanding balance of the first mortgage shown above, there is also a total of $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000 for Coastal Grand - Myrtle Beach.
|
(16)
|
Annual debt service is interest only through May 2016. Thereafter, debt service will be $5,735.
|
(17)
|
The Company guarantees 25% of the debt.
|
(18)
|
The Company owns less than 100% of the Property but guarantees 100% of the debt. The guaranty will be reduced to 25% once the construction of Carmike Cinema is complete and the theater is in operation.
|
(19)
|
Annual debt service is interest only through May 2016. Thereafter, debt service will be $861.
|
(20)
|
Annual debt service is interest only through December 2015. In 2016 and thereafter, annual debt service will be $10,111.
|
(21)
|
Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center properties.
|
Total consolidated debt
|
$
|
4,857,523
|
|
Noncontrolling interests' share of consolidated debt
|
(93,075
|
)
|
|
Company's share of unconsolidated debt
|
742,540
|
|
|
Company's pro rata share of total debt
|
$
|
5,506,988
|
|
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
|
||||||
Oct. 1–31, 2013
|
|
66
|
|
|
$
|
19.42
|
|
|
—
|
|
|
$
|
—
|
|
Nov. 1–30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Dec. 1–31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
66
|
|
|
$
|
19.42
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents shares surrendered to the Company by employees to satisfy federal and state income tax withholding requirements related to the vesting of shares of restricted stock issued under the CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan, as amended.
|
(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.
|
|
Year Ended December 31,
(1)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Total revenues
|
$
|
1,053,625
|
|
|
$
|
1,002,843
|
|
|
$
|
1,019,899
|
|
|
$
|
1,014,487
|
|
|
$
|
1,020,041
|
|
Total operating expenses
|
722,860
|
|
|
632,922
|
|
|
671,477
|
|
|
622,945
|
|
|
638,243
|
|
|||||
Income from operations
|
330,765
|
|
|
369,921
|
|
|
348,422
|
|
|
391,542
|
|
|
381,798
|
|
|||||
Interest and other income
|
10,825
|
|
|
3,953
|
|
|
2,578
|
|
|
3,868
|
|
|
5,200
|
|
|||||
Interest expense
|
(231,856
|
)
|
|
(242,357
|
)
|
|
(262,608
|
)
|
|
(275,951
|
)
|
|
(281,041
|
)
|
|||||
Gain (loss) on extinguishment of debt
|
(9,108
|
)
|
|
265
|
|
|
1,029
|
|
|
—
|
|
|
(601
|
)
|
|||||
Gain (loss) on investments
|
2,400
|
|
|
45,072
|
|
|
—
|
|
|
888
|
|
|
(9,260
|
)
|
|||||
Gain on sales of real estate assets
|
1,980
|
|
|
2,286
|
|
|
59,396
|
|
|
2,887
|
|
|
3,820
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
11,616
|
|
|
8,313
|
|
|
6,138
|
|
|
(188
|
)
|
|
5,489
|
|
|||||
Income tax (provision) benefit
|
(1,305
|
)
|
|
(1,404
|
)
|
|
269
|
|
|
6,417
|
|
|
1,222
|
|
|||||
Income from continuing operations
|
115,317
|
|
|
186,049
|
|
|
155,224
|
|
|
129,463
|
|
|
106,627
|
|
|||||
Discontinued operations
|
(4,947
|
)
|
|
(11,530
|
)
|
|
29,770
|
|
|
(31,293
|
)
|
|
(113,692
|
)
|
|||||
Net income (loss)
|
110,370
|
|
|
174,519
|
|
|
184,994
|
|
|
98,170
|
|
|
(7,065
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Partnership
|
(7,125
|
)
|
|
(19,267
|
)
|
|
(25,841
|
)
|
|
(11,018
|
)
|
|
17,845
|
|
|||||
Other consolidated subsidiaries
|
(18,041
|
)
|
|
(23,652
|
)
|
|
(25,217
|
)
|
|
(25,001
|
)
|
|
(25,769
|
)
|
|||||
Net income (loss) attributable to the Company
|
85,204
|
|
|
131,600
|
|
|
133,936
|
|
|
62,151
|
|
|
(14,989
|
)
|
|||||
Preferred dividends
|
(44,892
|
)
|
|
(47,511
|
)
|
|
(42,376
|
)
|
|
(32,619
|
)
|
|
(21,818
|
)
|
|||||
Net income (loss) available to common shareholders
|
$
|
40,312
|
|
|
$
|
84,089
|
|
|
$
|
91,560
|
|
|
$
|
29,532
|
|
|
$
|
(36,807
|
)
|
Basic per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations, net of preferred dividends
|
$
|
0.27
|
|
|
$
|
0.60
|
|
|
$
|
0.46
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
|
$
|
0.21
|
|
|
$
|
(0.35
|
)
|
Weighted average common shares outstanding
|
167,027
|
|
|
154,762
|
|
|
148,289
|
|
|
138,375
|
|
|
106,366
|
|
|||||
Diluted per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations, net of preferred dividends
|
$
|
0.27
|
|
|
$
|
0.60
|
|
|
$
|
0.46
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
|
$
|
0.21
|
|
|
$
|
(0.35
|
)
|
Weighted average common and potential dilutive common shares outstanding
|
167,027
|
|
|
154,807
|
|
|
148,334
|
|
|
138,416
|
|
|
106,366
|
|
|||||
Amounts attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations, net of preferred dividends
|
$
|
44,515
|
|
|
$
|
93,469
|
|
|
$
|
68,366
|
|
|
$
|
52,323
|
|
|
$
|
39,763
|
|
Discontinued operations
|
(4,203
|
)
|
|
(9,380
|
)
|
|
23,194
|
|
|
(22,791
|
)
|
|
(76,570
|
)
|
|||||
Net income (loss) attributable to common shareholders
|
$
|
40,312
|
|
|
$
|
84,089
|
|
|
$
|
91,560
|
|
|
$
|
29,532
|
|
|
$
|
(36,807
|
)
|
Dividends declared per common share
|
$
|
0.935
|
|
|
$
|
0.880
|
|
|
$
|
0.840
|
|
|
$
|
0.800
|
|
|
$
|
0.580
|
|
|
December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment in real estate assets
|
$
|
6,067,157
|
|
|
$
|
6,328,982
|
|
|
$
|
6,005,670
|
|
|
$
|
6,890,137
|
|
|
$
|
7,095,035
|
|
Total assets
|
6,785,971
|
|
|
7,089,736
|
|
|
6,719,428
|
|
|
7,506,554
|
|
|
7,729,110
|
|
|||||
Total mortgage and other indebtedness
|
4,857,523
|
|
|
4,745,683
|
|
|
4,489,355
|
|
|
5,209,747
|
|
|
5,616,139
|
|
|||||
Redeemable noncontrolling interests
|
34,639
|
|
|
464,082
|
|
|
456,105
|
|
|
458,213
|
|
|
444,259
|
|
|||||
Total shareholders' equity
|
1,404,913
|
|
|
1,328,693
|
|
|
1,263,278
|
|
|
1,300,338
|
|
|
1,117,896
|
|
|||||
Noncontrolling interests
|
155,021
|
|
|
192,404
|
|
|
207,113
|
|
|
223,605
|
|
|
302,483
|
|
|||||
Total equity
|
1,559,934
|
|
|
1,521,097
|
|
|
1,470,391
|
|
|
1,523,943
|
|
|
1,420,379
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
$
|
464,751
|
|
|
$
|
481,515
|
|
|
$
|
441,836
|
|
|
$
|
429,792
|
|
|
$
|
431,638
|
|
Investing activities
|
(125,693
|
)
|
|
(246,670
|
)
|
|
(27,645
|
)
|
|
(5,558
|
)
|
|
(160,302
|
)
|
|||||
Financing activities
|
(351,806
|
)
|
|
(212,689
|
)
|
|
(408,995
|
)
|
|
(421,400
|
)
|
|
(275,834
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds From Operations ("FFO") of the Operating Partnership
(2)
|
437,451
|
|
|
458,159
|
|
|
422,697
|
|
|
394,841
|
|
|
397,068
|
|
|||||
FFO allocable to Company shareholders
|
371,702
|
|
|
372,758
|
|
|
329,323
|
|
|
287,563
|
|
|
267,425
|
|
(1)
|
Please refer to
Note 3
,
5
and
15
to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented. Also, please refer to
Note 4
to the consolidated financial statements for a description of discontinued operations that resulted in revisions to certain amounts previously reported.
|
(2)
|
Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States and is not necessarily indicative of the cash available to fund all cash requirements. A reconciliation of FFO to net income (loss) attributable to common shareholders is presented on page 79.
|
|
Year Ended December 31,
(1)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Total revenues
|
$
|
1,053,625
|
|
|
$
|
1,002,843
|
|
|
$
|
1,019,899
|
|
|
$
|
1,014,487
|
|
|
$
|
1,020,041
|
|
Total operating expenses
|
722,860
|
|
|
632,922
|
|
|
671,477
|
|
|
622,945
|
|
|
636,768
|
|
|||||
Income from operations
|
330,765
|
|
|
369,921
|
|
|
348,422
|
|
|
391,542
|
|
|
383,273
|
|
|||||
Interest and other income
|
10,825
|
|
|
3,953
|
|
|
2,578
|
|
|
3,910
|
|
|
5,200
|
|
|||||
Interest expense
|
(231,856
|
)
|
|
(242,357
|
)
|
|
(262,608
|
)
|
|
(275,951
|
)
|
|
(281,041
|
)
|
|||||
Gain (loss) on extinguishment of debt
|
(9,108
|
)
|
|
265
|
|
|
1,029
|
|
|
—
|
|
|
(601
|
)
|
|||||
Gain (loss) on investments
|
2,400
|
|
|
45,072
|
|
|
—
|
|
|
888
|
|
|
(9,260
|
)
|
|||||
Gain on sales of real estate assets
|
1,980
|
|
|
2,286
|
|
|
59,396
|
|
|
2,887
|
|
|
3,820
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
11,616
|
|
|
8,313
|
|
|
6,138
|
|
|
(188
|
)
|
|
5,489
|
|
|||||
Income tax (provision) benefit
|
(1,305
|
)
|
|
(1,404
|
)
|
|
269
|
|
|
6,417
|
|
|
1,222
|
|
|||||
Income from continuing operations
|
115,317
|
|
|
186,049
|
|
|
155,224
|
|
|
129,505
|
|
|
108,102
|
|
|||||
Discontinued operations
|
(4,947
|
)
|
|
(11,530
|
)
|
|
29,770
|
|
|
(31,293
|
)
|
|
(113,692
|
)
|
|||||
Net income (loss)
|
110,370
|
|
|
174,519
|
|
|
184,994
|
|
|
98,212
|
|
|
(5,590
|
)
|
|||||
Net income attributable to noncontrolling interests
|
(18,041
|
)
|
|
(23,652
|
)
|
|
(25,217
|
)
|
|
(25,001
|
)
|
|
(25,769
|
)
|
|||||
Net income (loss) attributable to the Operating Partnership
|
92,329
|
|
|
150,867
|
|
|
159,777
|
|
|
73,211
|
|
|
(31,359
|
)
|
|||||
Distributions to preferred unitholders
|
(44,892
|
)
|
|
(47,511
|
)
|
|
(42,376
|
)
|
|
(32,619
|
)
|
|
(21,818
|
)
|
|||||
Net income (loss) available to common unitholders
|
$
|
47,437
|
|
|
$
|
103,356
|
|
|
$
|
117,401
|
|
|
$
|
40,592
|
|
|
$
|
(53,177
|
)
|
Basic per unit data attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations, net of preferred distributions
|
$
|
0.26
|
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
|
$
|
0.33
|
|
|
$
|
0.15
|
|
Net income (loss) attributable to common unitholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
|
$
|
0.21
|
|
|
$
|
(0.34
|
)
|
Weighted average common units outstanding
|
196,572
|
|
|
190,223
|
|
|
190,335
|
|
|
190,001
|
|
|
157,933
|
|
|||||
Diluted per unit data attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations, net of preferred distributions
|
$
|
0.26
|
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
|
$
|
0.33
|
|
|
$
|
0.15
|
|
Net income (loss) attributable to common unitholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
|
$
|
0.21
|
|
|
$
|
(0.34
|
)
|
Weighted average common and potential dilutive common units outstanding
|
196,572
|
|
|
190,268
|
|
|
190,380
|
|
|
190,043
|
|
|
157,970
|
|
|||||
Amounts attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations, net of preferred distributions
|
$
|
51,640
|
|
|
$
|
112,736
|
|
|
$
|
94,207
|
|
|
$
|
63,383
|
|
|
$
|
23,393
|
|
Discontinued operations
|
(4,203
|
)
|
|
(9,380
|
)
|
|
23,194
|
|
|
(22,791
|
)
|
|
(76,570
|
)
|
|||||
Net income (loss) attributable to common unitholders
|
$
|
47,437
|
|
|
$
|
103,356
|
|
|
$
|
117,401
|
|
|
$
|
40,592
|
|
|
$
|
(53,177
|
)
|
Distributions per unit
|
$
|
0.97
|
|
|
$
|
0.92
|
|
|
$
|
0.89
|
|
|
$
|
0.90
|
|
|
$
|
0.74
|
|
|
December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment in real estate assets
|
$
|
6,067,157
|
|
|
$
|
6,328,982
|
|
|
$
|
6,005,670
|
|
|
$
|
6,890,137
|
|
|
$
|
7,105,034
|
|
Total assets
|
6,786,393
|
|
|
7,090,225
|
|
|
6,719,559
|
|
|
7,506,650
|
|
|
7,739,228
|
|
|||||
Total mortgage and other indebtedness
|
4,857,523
|
|
|
4,745,683
|
|
|
4,489,355
|
|
|
5,209,747
|
|
|
5,616,139
|
|
|||||
Redeemable interests
|
34,639
|
|
|
464,082
|
|
|
456,105
|
|
|
458,213
|
|
|
444,259
|
|
|||||
Total partners' capital
|
1,541,176
|
|
|
1,458,164
|
|
|
1,466,241
|
|
|
1,517,957
|
|
|
1,426,766
|
|
|||||
Noncontrolling interests
|
19,179
|
|
|
63,496
|
|
|
4,280
|
|
|
6,082
|
|
|
675
|
|
|||||
Total capital
|
1,560,355
|
|
|
1,521,660
|
|
|
1,470,521
|
|
|
1,524,039
|
|
|
1,427,441
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
$
|
464,741
|
|
|
$
|
481,181
|
|
|
$
|
441,827
|
|
|
$
|
429,815
|
|
|
$
|
431,645
|
|
Investing activities
|
(125,693
|
)
|
|
(246,683
|
)
|
|
(27,645
|
)
|
|
(5,559
|
)
|
|
(160,302
|
)
|
|||||
Financing activities
|
(351,806
|
)
|
|
(212,331
|
)
|
|
(408,995
|
)
|
|
(421,400
|
)
|
|
(275,832
|
)
|
(1)
|
Please refer to
Notes 3
,
5
and
15
to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented. Also, please refer to
Note 4
to the consolidated financial statements for a description of discontinued operations that resulted in revisions to certain amounts previously reported.
|
Property
|
|
Location
|
|
Date Opened /Acquired
|
New Developments
:
|
|
|
|
|
Waynesville Commons
|
|
Waynesville, NC
|
|
October 2012
|
The Crossings at Marshalls Creek
|
|
Middle Smithfield, PA
|
|
June 2013
|
The Outlet Shoppes at Atlanta
(1)
|
|
Woodstock, GA
|
|
July 2013
|
|
|
|
|
|
Acquisitions
:
|
|
|
|
|
The Outlet Shoppes at El Paso
(1)
|
|
El Paso, TX
|
|
April 2012
|
The Outlet Shoppes at Gettysburg
(2)
|
|
Gettysburg, PA
|
|
April 2012
|
Dakota Square Mall
|
|
Minot, ND
|
|
May 2012
|
Kirkwood Mall
(3)
|
|
Bismarck, ND
|
|
December 2012
|
Property
|
|
Location
|
|
Date Opened/Acquired
|
New Developments
:
|
|
|
|
|
The Outlet Shoppes at Oklahoma City
(1)
|
|
Oklahoma City, OK
|
|
August 2011
|
Waynesville Commons
|
|
Waynesville, NC
|
|
October 2012
|
|
|
|
|
|
Acquisitions:
|
|
|
|
|
Northgate Mall
|
|
Chattanooga, TN
|
|
September 2011
|
The Outlet Shoppes at El Paso
(1)
|
|
El Paso, TX
|
|
April 2012
|
The Outlet Shoppes at Gettysburg
(2)
|
|
Gettysburg, PA
|
|
April 2012
|
Dakota Square Mall
|
|
Minot, ND
|
|
May 2012
|
Kirkwood Mall
(3)
|
|
Bismarck, ND
|
|
December 2012
|
(1)
|
The Outlet Shoppes at Oklahoma City and The Outlet Shoppes at El Paso are 75/25 joint ventures, which are included in the accompanying consolidated statements of operations on a consolidated basis.
|
(2)
|
The Outlet Shoppes at Gettysburg is a 50/50 joint venture and is included in the accompanying consolidated statements of operations on a consolidated basis.
|
(3)
|
We acquired a
49.0%
interest in Kirkwood Mall in December 2012 and pursuant to the agreement acquired the remaining
51.0%
interest in April 2013. This Property is included in the accompanying consolidated statements of operations on a consolidated basis.
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net income attributable to the Company
|
|
$
|
85,204
|
|
|
$
|
131,600
|
|
Adjustments:
(1)
|
|
|
|
|
||||
Depreciation and amortization
|
|
319,260
|
|
|
307,519
|
|
||
Interest expense
|
|
266,843
|
|
|
285,769
|
|
||
Abandoned projects expense
|
|
334
|
|
|
(39
|
)
|
||
Gain on sales of real estate assets
|
|
(2,002
|
)
|
|
(6,496
|
)
|
||
(Gain) loss on extinguishment of debt
|
|
9,108
|
|
|
(265
|
)
|
||
Gain on investments
|
|
(2,400
|
)
|
|
(45,072
|
)
|
||
Loss on impairment
|
|
75,283
|
|
|
50,840
|
|
||
Income tax provision
|
|
1,305
|
|
|
1,404
|
|
||
Lease termination fees
|
|
(4,217
|
)
|
|
(3,819
|
)
|
||
Straight-line rent and above and below market rent
|
|
(1,502
|
)
|
|
(3,375
|
)
|
||
Net income attributable to noncontrolling interest in earnings of Operating Partnership
|
|
7,125
|
|
|
19,267
|
|
||
(Gain) loss on discontinued operations
|
|
(1,144
|
)
|
|
(938
|
)
|
||
General and administrative expenses
|
|
48,867
|
|
|
51,251
|
|
||
Management fees and non-property level revenues
|
|
(45,988
|
)
|
|
(38,948
|
)
|
||
Company's share of property NOI
|
|
756,076
|
|
|
748,698
|
|
||
Non-comparable NOI
|
|
(58,186
|
)
|
|
(56,741
|
)
|
||
Total same-center NOI
|
|
$
|
697,890
|
|
|
$
|
691,957
|
|
(1)
|
Adjustments are based on our pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.
|
|
Year Ended December 31,
|
||
|
2013
|
|
2012
|
Malls
|
88.3%
|
|
89.8%
|
Associated centers
|
4.0%
|
|
4.1%
|
Community centers
|
1.7%
|
|
1.2%
|
Mortgages, office buildings and other
|
6.0%
|
|
4.9%
|
|
As of December 31,
|
|
||
|
2013
|
|
2012
|
|
Total portfolio
|
94.7%
|
|
94.7%
|
|
Total mall portfolio
|
94.8%
|
|
94.7%
|
|
Same-center stabilized malls
|
94.9%
|
|
94.8%
|
|
Stabilized malls
|
94.7%
|
|
94.7%
|
|
Non-stabilized malls
|
98.0%
|
(1)
|
100.0%
|
(2)
|
Associated centers
|
94.5%
|
|
94.8%
|
|
Community centers
|
96.7%
|
|
95.9%
|
|
(1)
|
Represents occupancy for The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of
December 31, 2013
.
|
(2)
|
Represents occupancy for The Outlet Shoppes at Oklahoma City as of
December 31, 2012
.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Same-Center stabilized malls
(1)
|
$
|
30.41
|
|
|
$
|
30.12
|
|
Stabilized malls
(1) (2)
|
30.35
|
|
|
30.12
|
|
||
Non-stabilized malls
(3)
|
24.52
|
|
|
22.81
|
|
||
Associated centers
|
12.06
|
|
|
11.90
|
|
||
Community centers
|
15.77
|
|
|
16.02
|
|
||
Office buildings
|
19.38
|
|
|
18.62
|
|
(1)
|
Excludes Kirkwood Mall, which was acquired in December 2012. Also excludes occupancy related to Citadel Mall and Columbia Place, both of which were in foreclosure proceedings as of
December 31, 2013
.
|
(2)
|
Kirkwood Mall, which was acquired in December 2012, is excluded from average annual base rents as of
December 31, 2012
.
|
(3)
|
Represents average annual base rents for The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of
December 31, 2013
and average annual base rents for The Outlet Shoppes at Oklahoma City as of
December 31, 2012
.
|
Property Type
|
|
Square Feet
|
|
Prior Gross
Rent PSF
|
|
New Initial
Gross Rent
PSF
|
|
% Change
Initial
|
|
New Average
Gross Rent
PSF
(2)
|
|
% Change
Average
|
|||||||
All Property Types
(1)
|
|
2,627,843
|
|
|
$
|
38.01
|
|
|
$
|
41.13
|
|
|
8.2%
|
|
$
|
42.48
|
|
|
11.8%
|
Stabilized Malls
|
|
2,457,133
|
|
|
39.18
|
|
|
42.43
|
|
|
8.3%
|
|
43.82
|
|
|
11.8%
|
|||
New leases
|
|
566,502
|
|
|
39.51
|
|
|
49.09
|
|
|
24.2%
|
|
51.98
|
|
|
31.6%
|
|||
Renewal leases
|
|
1,890,631
|
|
|
39.08
|
|
|
40.43
|
|
|
3.5%
|
|
41.38
|
|
|
5.9%
|
(1)
|
Includes stabilized malls, associated centers, community centers and office buildings.
|
(2)
|
Average gross rent does not incorporate allowable future increases for recoverable common area expenses.
|
|
|
Number
of
Leases
|
|
Square
Feet
|
|
Term
(in
years)
|
|
Initial
Rent
PSF
|
|
Average
Rent
PSF
|
|
Expiring
Rent
PSF
|
|
Initial Rent
Spread
|
|
Average Rent
Spread
|
|||||||||||||||||
Commencement 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
New
|
|
226
|
|
|
567,905
|
|
|
7.92
|
|
|
$
|
46.66
|
|
|
$
|
49.34
|
|
|
$
|
39.53
|
|
|
$
|
7.13
|
|
|
18.0%
|
|
$
|
9.81
|
|
|
24.8%
|
Renewal
|
|
715
|
|
|
1,950,144
|
|
|
4.39
|
|
|
39.95
|
|
|
40.88
|
|
|
39.08
|
|
|
0.87
|
|
|
2.2%
|
|
1.80
|
|
|
4.6%
|
|||||
Commencement 2013 Total
|
|
941
|
|
|
2,518,049
|
|
|
5.24
|
|
|
$
|
41.46
|
|
|
$
|
42.79
|
|
|
$
|
39.18
|
|
|
$
|
2.28
|
|
|
5.8%
|
|
3.61
|
|
|
9.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commencement 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
New
|
|
79
|
|
|
207,847
|
|
|
8.99
|
|
|
$
|
49.14
|
|
|
$
|
52.14
|
|
|
$
|
37.10
|
|
|
$
|
12.04
|
|
|
32.5%
|
|
15.04
|
|
|
40.5%
|
|
Renewal
|
|
265
|
|
|
833,698
|
|
|
4.32
|
|
|
36.96
|
|
|
37.90
|
|
|
34.40
|
|
|
2.56
|
|
|
7.4%
|
|
3.50
|
|
|
10.2%
|
|||||
Commencement 2014 Total
|
|
344
|
|
|
1,041,545
|
|
|
5.39
|
|
|
$
|
39.39
|
|
|
$
|
40.74
|
|
|
$
|
34.94
|
|
|
$
|
4.45
|
|
|
12.7%
|
|
5.80
|
|
|
16.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total 2013/2014
|
|
1,285
|
|
|
3,559,594
|
|
|
5.28
|
|
|
$
|
40.86
|
|
|
$
|
42.19
|
|
|
$
|
37.94
|
|
|
$
|
2.92
|
|
|
7.7%
|
|
$
|
4.25
|
|
|
11.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▪
|
$314.3 million of expenditures related to our development, redevelopment, renovation and expansion programs,
|
▪
|
$41.4 million of acquisition expenditures related to Kirkwood Mall,
|
▪
|
additional investments in unconsolidated affiliates of $34.1 million related primarily to the development of Fremaux Town Center and the acquisition of the Sears store at CoolSprings Galleria, and
|
▪
|
proceeds of $240.2 million related to Properties sold in 2013.
|
▪
|
$217.8 million of expenditures related to our development, redevelopment, renovation and expansion programs,
|
▪
|
$96.1 million of acquisition expenditures primarily related to interests in three malls and two outlet centers, and
|
▪
|
proceeds of $77.0 million primarily related to the sale of two malls, four community centers and several outparcels.
|
▪
|
$205.4 million of expenditures related to our development, redevelopment, renovation and expansion programs,
|
▪
|
additional investments in unconsolidated affiliates of $35.5 million related primarily to expansions of several centers and the formation of our joint venture with TIAA-CREF, and
|
▪
|
$244.6 million of proceeds primarily related to the sale of a partial interest in certain Properties to TIAA-CREF in connection with the formation of our joint venture and the sale of one mall and one community center.
|
▪
|
net proceeds from the issuance of mortgage and other indebtedness, net of principal payments, of $118.6 million,
|
▪
|
proceeds of $209.5 million from the issuance of common stock, primarily from our ATM equity offering program,
|
▪
|
the redemption of the Westfield PJV units of $408.6 million, and
|
▪
|
dividends and distributions of $254.9 million paid to holders of preferred stock, common stock and noncontrolling interests.
|
▪
|
net repayment of mortgage and other indebtedness of $118.6 million,
|
▪
|
proceeds of $166.7 million from the issuance of the Series E Preferred Stock,
|
▪
|
the redemption of the Series C Preferred Stock of $115.0 million, and
|
▪
|
dividends and distributions of $243.1 million paid to holders of preferred stock, common stock and noncontrolling interests.
|
▪
|
net repayment of mortgage and other indebtedness of $152.7 million, and
|
▪
|
dividends and distributions of $254.9 million paid to holders of preferred stock, common stock and noncontrolling interests.
|
|
Consolidated
|
|
Noncontrolling Interests
|
|
Unconsolidated Affiliates
|
|
Total
|
|
Weighted
Average
Interest
Rate
(1)
|
|||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-recourse loans on operating properties
(2)
|
$
|
3,527,830
|
|
|
$
|
(87,406
|
)
|
|
$
|
653,429
|
|
|
$
|
4,093,853
|
|
|
5.50
|
%
|
Senior unsecured notes
(3)
|
445,374
|
|
|
—
|
|
|
—
|
|
|
445,374
|
|
|
5.25
|
%
|
||||
Financing method obligation
(4)
|
17,570
|
|
|
—
|
|
|
—
|
|
|
17,570
|
|
|
8.00
|
%
|
||||
Total fixed-rate debt
|
3,990,774
|
|
|
(87,406
|
)
|
|
653,429
|
|
|
4,556,797
|
|
|
5.48
|
%
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse term loans on operating properties
|
133,712
|
|
|
(5,669
|
)
|
|
—
|
|
|
128,043
|
|
|
3.19
|
%
|
||||
Recourse term loan on operating property
|
51,300
|
|
|
—
|
|
|
63,311
|
|
|
114,611
|
|
|
2.08
|
%
|
||||
Construction loans
|
2,983
|
|
|
—
|
|
|
25,800
|
|
|
28,783
|
|
|
2.28
|
%
|
||||
Unsecured lines of credit
(5)
|
228,754
|
|
|
—
|
|
|
—
|
|
|
228,754
|
|
|
1.57
|
%
|
||||
Unsecured term loans
|
450,000
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|
1.71
|
%
|
||||
Total variable-rate debt
|
866,749
|
|
|
(5,669
|
)
|
|
89,111
|
|
|
950,191
|
|
|
1.94
|
%
|
||||
Total
|
$
|
4,857,523
|
|
|
$
|
(93,075
|
)
|
|
$
|
742,540
|
|
|
$
|
5,506,988
|
|
|
4.87
|
%
|
|
Consolidated
|
|
Noncontrolling Interests
|
|
Unconsolidated Affiliates
|
|
Total
|
|
Weighted
Average
Interest
Rate
(1)
|
|||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-recourse loans on operating properties
(2)
|
$
|
3,776,245
|
|
|
$
|
(89,530
|
)
|
|
$
|
660,563
|
|
|
$
|
4,347,278
|
|
|
5.47
|
%
|
Financing method obligation
(4)
|
18,264
|
|
|
—
|
|
|
—
|
|
|
18,264
|
|
|
8.00
|
%
|
||||
Total fixed-rate debt
|
3,794,509
|
|
|
(89,530
|
)
|
|
660,563
|
|
|
4,365,542
|
|
|
5.48
|
%
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse term loan on operating property
|
123,875
|
|
|
—
|
|
|
—
|
|
|
123,875
|
|
|
3.36
|
%
|
||||
Recourse term loans on operating properties
|
97,682
|
|
|
—
|
|
|
128,491
|
|
|
226,173
|
|
|
2.16
|
%
|
||||
Construction loan
|
15,366
|
|
|
—
|
|
|
—
|
|
|
15,366
|
|
|
2.96
|
%
|
||||
Unsecured lines of credit
|
475,626
|
|
|
|
|
|
|
475,626
|
|
|
2.07
|
%
|
||||||
Secured line of credit
(5)
|
10,625
|
|
|
—
|
|
|
—
|
|
|
10,625
|
|
|
2.46
|
%
|
||||
Unsecured term loan
|
228,000
|
|
|
—
|
|
|
—
|
|
|
228,000
|
|
|
1.82
|
%
|
||||
Total variable-rate debt
|
951,174
|
|
|
—
|
|
|
128,491
|
|
|
1,079,665
|
|
|
2.39
|
%
|
||||
Total
|
$
|
4,745,683
|
|
|
$
|
(89,530
|
)
|
|
$
|
789,054
|
|
|
$
|
5,445,207
|
|
|
4.86
|
%
|
(1)
|
Weighted average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
|
(2)
|
We had
four
interest rate swaps on notional amounts outstanding totaling
$109,830
as of
December 31, 2013
and
$113,885
as of
December 31, 2012
related to
four
of our variable-rate loans on operating Properties to effectively fix the interest rates on these loans. Therefore, these amounts are reflected in fixed-rate debt at
December 31, 2013
and
2012
.
|
(3)
|
In No
vember 2013, the Operating Partnership issued
$450,000
of senior unsecured notes in a public offering. The balance at
December 31, 2013
includes a discount of
$4,626
recorded upon issuance. See below for additional information.
|
(4)
|
This amount represents the noncontrolling partner's equity contribution related to Pearland Town Center that is accounted for as a financing due to certain terms of the CBL/T-C, LLC joint venture agreement. See
Note 5
to the consolidated financial statements for further information.
|
(5)
|
We converted our secured line of credit from secured to unsecured in February 2013.
|
|
Total
Capacity
|
|
Total
Outstanding
|
|
Maturity
Date
|
|
Extended
Maturity
Date
|
||||
Facility A
|
$
|
600,000
|
|
|
$
|
99,371
|
|
(1)
|
November 2015
|
|
November 2016
|
First Tennessee
|
100,000
|
|
|
5,000
|
|
|
February 2016
|
|
N/A
|
||
Facility B
|
600,000
|
|
|
124,383
|
|
(2)
|
November 2016
|
|
November 2017
|
||
|
$
|
1,300,000
|
|
|
$
|
228,754
|
|
|
|
|
|
(1)
|
There was an additional
$2,000
outstanding on this facility as of
December 31, 2013
for letters of credit. Up to
$50,000
of the capacity on this facility can be used for letters of credit.
|
(2)
|
There was an additional
$617
outstanding on this facility as of
December 31, 2013
for letters of credit. Up to
$50,000
of the capacity on this facility can be used for letters of credit.
|
Ratio
|
|
Required
|
|
Actual
|
Debt to total asset value
|
|
< 60%
|
|
51.6%
|
Ratio of unencumbered asset value to unsecured indebtedness
|
|
> 1.60x
|
|
2.51x
|
Ratio of unencumbered NOI to unsecured interest expense
|
|
> 1.75x
|
|
6.15x
|
Ratio of EBITDA to fixed charges (debt service)
|
|
>1.50x
|
|
2.20x
|
Ratio
|
|
Required
|
|
Actual
|
Total debt to total assets
|
|
< 60%
|
|
54.7%
|
Secured debt to total assets
|
|
<45%
(1)
|
|
41.3%
|
Total unencumbered assets to unsecured debt
|
|
>150%
|
|
244.9%
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.50x
|
|
3.20x
|
Date
|
|
Property
|
|
Consolidated/
Unconsolidated
Property
|
|
Stated
Interest
Rate
|
|
Maturity Date
(1)
|
|
Amount Financed
or Extended
(2)
|
||
2013 Activity:
|
|
|
|
|
|
|
|
|
||||
December
|
|
The Pavilion at Port Orange - Phase I
(3)
|
|
Unconsolidated
|
|
LIBOR + 2.0%
|
|
November 2015
|
|
$
|
62,600
|
|
December
|
|
Hammock Landing - Phase I
(4)
|
|
Unconsolidated
|
|
LIBOR + 2.0%
|
|
November 2015
|
|
41,068
|
|
|
December
|
|
Hammock Landing - Phase II
(5)
|
|
Unconsolidated
|
|
LIBOR + 2.25%
|
|
November 2015
|
|
10,757
|
|
|
October
|
|
The Outlet Shoppes at Atlanta
(6)
|
|
Consolidated
|
|
4.90%
|
|
November 2023
|
|
80,000
|
|
|
June
|
|
Statesboro Crossing
(7)
|
|
Consolidated
|
|
LIBOR + 1.8%
|
|
June 2016
|
|
11,400
|
|
|
March
|
|
Renaissance Center - Phase II
(8)
|
|
Unconsolidated
|
|
3.49%
|
|
April 2023
|
|
16,000
|
|
|
March
|
|
Friendly Center
(9)
|
|
Unconsolidated
|
|
3.48%
|
|
April 2023
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2012 Activity:
|
|
|
|
|
|
|
|
|
||||
December
|
|
West County Center
(10)
|
|
Unconsolidated
|
|
3.40%
|
|
December 2022
|
|
$
|
190,000
|
|
July
|
|
Gulf Coast Town Center - Phase III
(11)
|
|
Unconsolidated
|
|
LIBOR + 2.5%
|
|
July 2015
|
|
7,000
|
|
|
June
|
|
WestGate Mall
(12)
|
|
Consolidated
|
|
4.99%
|
|
July 2022
|
|
40,000
|
|
|
May
|
|
Fashion Square Mall
(12)
|
|
Consolidated
|
|
4.95%
|
|
June 2022
|
|
42,000
|
|
|
May
|
|
Jefferson Mall
(12)
|
|
Consolidated
|
|
4.75%
|
|
June 2022
|
|
71,190
|
|
|
May
|
|
Southpark Mall
(13)
|
|
Consolidated
|
|
4.85%
|
|
June 2022
|
|
67,000
|
|
|
May
|
|
CBL Center I and II
(14)
|
|
Consolidated
|
|
5.00%
|
|
June 2022
|
|
22,000
|
|
|
April
|
|
Statesboro Crossing
(15)
|
|
Consolidated
|
|
LIBOR + 1.0%
|
|
February 2013
|
|
13,568
|
|
|
April
|
|
Arbor Place
(12)
|
|
Consolidated
|
|
5.10%
|
|
May 2022
|
|
122,000
|
|
|
February
|
|
York Town Center
(16)
|
|
Unconsolidated
|
|
4.90%
|
|
February 2022
|
|
38,000
|
|
|
March
|
|
Northwoods Mall
(12)
|
|
Consolidated
|
|
5.08%
|
|
April 2022
|
|
73,000
|
|
|
March
|
|
The Pavilion at Port Orange
(17)
|
|
Unconsolidated
|
|
LIBOR + 3.5%
|
|
March 2014
|
|
64,950
|
|
(3)
|
The construction loan was extended and modified to reduce the capacity from
$64,950
to
$62,600
, reduce the interest rate from a variable-rate of LIBOR +
3.5%
to a variable-rate of LIBOR +
2.0%
and extend the maturity date. The loan has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
November 2017
. We have guaranteed
25%
of the construction loan.
|
(4)
|
The loan was amended and restated to extend the maturity date and reduce the interest rate from a variable-rate of LIBOR +
3.5%
to a variable-rate of LIBOR +
2.0%
. The loan has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
November 2017
. We have guaranteed
25%
of the loan.
|
(5)
|
A new construction loan to build a Carmike Cinema has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
November 2017
. Upon completion of the construction and opening of the Carmike Cinema, our guaranty will be reduced from
100%
to
25%
and the loan will bear interest at a variable-rate of LIBOR +
2.0%
.
|
(6)
|
The consolidated joint venture, Atlanta Outlet Shoppes, LLC, closed on the non-recourse loan. Net proceeds from the non-recourse mortgage loan were used to repay a $53,080 recourse construction loan. This Property is owned in a consolidated joint venture and our share of the remaining excess proceeds were used to reduce outstanding balances on our credit facilities.
|
(9)
|
Net proceeds from the loan were used to retire
four
loans, scheduled to mature in
April 2013
and with an aggregate balance of
$100,000
, that were secured by Friendly Center, Friendly Center Office Building, First National Bank Building, Green Valley Office Building, First Citizens Bank Building, Wachovia Office Building and Bank of America Building.
|
(10)
|
Net proceeds of
$189,687
were used to retire the outstanding borrowings of
$142,235
under the previous loan and excess proceeds were distributed 50/50 to us and our joint venture partner.
|
(11)
|
We guarantee
100%
of the loan. Net proceeds from the loan were distributed to us in accordance with the terms of the joint venture agreement and were used to reduce the outstanding balances on our credit facilities.
|
(12)
|
The commercial mortgage-backed securities ("CMBS") loan is non-recourse.
|
(13)
|
Net proceeds from this CMBS loan were used to retire an existing loan with a balance of
$30,763
secured by Southpark Mall and to reduce outstanding balances on our credit facilities.
|
(14)
|
The non-recourse loan with an insurance company was used to reduce outstanding balances on our credit facilities, which had been used in April 2012 and February 2012 to retire the balances on the maturing loans on CBL Centers II and I of
$9,078
and
$12,818
, respectively
|
(15)
|
The recourse loan was extended and modified to reduce the capacity from
$20,911
to equal the outstanding balance of
$13,568
and extend the maturity date.
|
(16)
|
Net proceeds from the loan, plus cash on hand, were used to retire a
$39,379
loan that was scheduled to mature in
March 2012
.
|
(17)
|
The construction loan was extended and modified to remove a LIBOR floor of
1%
and reduce the capacity from
$98,883
to
$64,950
. The joint venture paid
$3,332
to reduce the outstanding balance on the loan to the new capacity amount. There is a one-year extension option on the loan, which is at the joint venture's election, for an outside maturity date of
March 2015
. We guaranteed
100%
of the construction loan until December 2013. See Note (3) above for information on the extension and modification of this loan in December 2013.
|
Date
|
|
Property
|
|
Consolidated/
Unconsolidated
Property
|
|
Interest
Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
(1)
|
||
2013 Activity:
|
|
|
|
|
|
|
|
|
||||
December
|
|
Northpark Mall
|
|
Consolidated
|
|
5.75%
|
|
March 2014
|
|
$
|
32,684
|
|
September
|
|
The Forum at Grandview
|
|
Consolidated
|
|
3.19%
|
|
September 2013
|
|
10,200
|
|
|
July
|
|
Alamance Crossing West
|
|
Consolidated
|
|
3.20%
|
|
December 2013
|
|
16,000
|
|
|
June
|
|
Mid Rivers Mall
(2)
|
|
Consolidated
|
|
5.88%
|
|
May 2021
|
|
88,410
|
|
|
April
|
|
South County Center
(3)
|
|
Consolidated
|
|
4.96%
|
|
October 2013
|
|
71,740
|
|
|
February
|
|
Statesboro Crossing
|
|
Consolidated
|
|
1.21%
|
|
February 2013
|
|
13,460
|
|
|
January
|
|
Westmoreland Mall
|
|
Consolidated
|
|
5.05%
|
|
March 2013
|
|
63,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2012 Activity:
|
|
|
|
|
|
|
|
|
||||
October
|
|
Monroeville Mall
|
|
Consolidated
|
|
5.73%
|
|
January 2013
|
|
$
|
106,895
|
|
September
|
|
RiverGate Mall
|
|
Consolidated
|
|
3.47%
|
|
September 2012
|
|
77,500
|
|
|
May
|
|
Southpark Mall
(4)
|
|
Consolidated
|
|
7.00%
|
|
May 2012
|
|
30,763
|
|
|
April
|
|
CBL Center II
|
|
Consolidated
|
|
4.50%
|
|
February 2013
|
|
9,078
|
|
|
March
|
|
Arbor Place, Jefferson Mall, The Landing at Arbor Place, Old Hickory Mall, WestGate Mall
|
|
Consolidated
|
|
6.50%-6.51%
|
|
July 2012
|
|
180,022
|
|
|
February
|
|
CBL Center I
|
|
Consolidated
|
|
6.25%
|
|
August 2012
|
|
12,818
|
|
|
February
|
|
The Courtyard at Hickory Hollow, Hickory Hollow Mall
(5)
|
|
Consolidated
|
|
6.00%
|
|
October 2018
|
|
25,962
|
|
|
February
|
|
Fashion Square Mall, Northwoods Mall, Randolph Mall, Regency Mall
|
|
Consolidated
|
|
6.50%-6.51%
|
|
July 2012
|
|
141,235
|
|
|
January
|
|
Massard Crossing, Pemberton Plaza, Willowbrook Plaza
(5)
|
|
Consolidated
|
|
7.54%
|
|
February 2012
|
|
34,349
|
|
(1)
|
We retired the loans with borrowings from our credit facilities unless otherwise noted.
|
(2)
|
We recorded an
$8,936
loss on extinguishment of debt, which consisted of a
$8,708
prepayment fee and
$228
of unamortized debt issuance costs.
|
(3)
|
We recorded a loss on extinguishment of debt of
$172
from the write-off of an unamortized discount.
|
(4)
|
Proceeds from a new loan on Southpark Mall that closed in May 2012 were used to retire the existing loan.
|
(5)
|
Hickory Hollow Mall, Massard Crossing and Willowbrook Plaza were sold and are included in discontinued operations. See
Note 4
to the consolidated financial statements for further information.
|
Instrument Type
|
|
Location in
Consolidated
Balance Sheet
|
|
Outstanding
Notional Amount |
|
Designated
Benchmark
Interest
Rate
|
|
Strike
Rate
|
|
Fair
Value at
12/31/13
|
|
Fair
Value at
12/31/12
|
|
Maturity
Date
|
|||||
Cap
|
|
Intangible lease assets
and other assets
|
|
$ 122,375
(amortizing to $122,375) |
|
3-month
LIBOR |
|
5.000
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
January 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 53,093
(amortizing to $48,337) |
|
1-month
LIBOR |
|
2.149
|
%
|
|
$
|
(1,915
|
)
|
|
$
|
(2,775
|
)
|
|
April 2016
|
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 33,243
(amortizing to $30,276) |
|
1-month
LIBOR |
|
2.187
|
%
|
|
(1,226
|
)
|
|
(1,776
|
)
|
|
April 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 12,427
(amortizing to $11,313) |
|
1-month
LIBOR |
|
2.142
|
%
|
|
(446
|
)
|
|
(647
|
)
|
|
April 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 11,067
(amortizing to $10,083) |
|
1-month
LIBOR |
|
2.236
|
%
|
|
(420
|
)
|
|
(607
|
)
|
|
April 2016
|
||
|
|
|
|
|
|
|
|
|
|
$
|
(4,007
|
)
|
|
$
|
(5,805
|
)
|
|
|
|
|
Number of Shares
Settled |
|
Gross
Proceeds |
|
Net
Proceeds |
|
Weighted-average
Sales Price |
|||||||
2013:
|
|
|
|
|
|
|
|
|
|||||||
First quarter
|
|
1,889,105
|
|
|
$
|
44,459
|
|
|
$
|
43,904
|
|
|
$
|
23.53
|
|
Second quarter
|
|
6,530,193
|
|
|
167,034
|
|
|
165,692
|
|
|
25.58
|
|
|||
Total
|
|
8,419,298
|
|
|
$
|
211,493
|
|
|
$
|
209,596
|
|
|
$
|
25.12
|
|
|
Shares
Outstanding
|
|
Stock Price
(1)
|
|
Value
|
|||||
Common stock and operating partnership units
|
199,594
|
|
|
$
|
17.96
|
|
|
$
|
3,584,708
|
|
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
|
|
|
|
|
|
|
4,210,958
|
|
||
Company’s share of total debt
|
|
|
|
|
|
|
5,506,988
|
|
||
Total market capitalization
|
|
|
|
|
|
|
$
|
9,717,946
|
|
|
Debt-to-total-market capitalization ratio
|
|
|
|
|
|
|
56.7
|
%
|
(1)
|
Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 31, 2013. The
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than 5
Years
|
||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total consolidated debt service
(1)
|
$
|
6,077,015
|
|
|
$
|
520,587
|
|
|
$
|
1,972,137
|
|
|
$
|
1,490,642
|
|
|
$
|
2,093,649
|
|
Noncontrolling interests' share in other consolidated subsidiaries
|
(117,251
|
)
|
|
(6,787
|
)
|
|
(46,080
|
)
|
|
(23,556
|
)
|
|
(40,828
|
)
|
|||||
Our share of unconsolidated affiliates debt service
(2)
|
873,165
|
|
|
82,144
|
|
|
407,835
|
|
|
200,952
|
|
|
182,234
|
|
|||||
Our share of total debt service obligations
|
6,832,929
|
|
|
595,944
|
|
|
2,333,892
|
|
|
1,668,038
|
|
|
2,235,055
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ground leases on consolidated properties
|
31,571
|
|
|
766
|
|
|
1,561
|
|
|
1,587
|
|
|
27,657
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction contracts on consolidated properties
|
4,134
|
|
|
4,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total contractual obligations
|
$
|
6,868,634
|
|
|
$
|
600,844
|
|
|
$
|
2,335,453
|
|
|
$
|
1,669,625
|
|
|
$
|
2,262,712
|
|
(1)
|
Represents principal and interest payments due under the terms of mortgage and other indebtedness and includes $1,178,329 of variable-rate debt service on seven operating Properties, one construction loan, three unsecured credit facilities and two unsecured term loans. The construction loan, credit facilities and term loans do not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at
December 31, 2013
. See
Note 6
to the consolidated financial statements for additional information regarding the terms of long-term debt.
|
(2)
|
Includes $97,269 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.
|
(3)
|
Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2014 to 2089 and generally provide for renewal options.
|
(4)
|
Represents the remaining balance to be incurred under construction contracts that had been entered into as of
December 31, 2013
, but were not complete. The contracts are primarily for development of Properties.
|
|
Year Ended
December 31, |
||||||
|
2013
|
|
2012
|
||||
Tenant allowances
(1)
|
$
|
46,940
|
|
|
$
|
56,657
|
|
|
|
|
|
||||
Renovations
|
36,592
|
|
|
28,106
|
|
||
|
|
|
|
||||
Deferred maintenance:
|
|
|
|
||||
Parking lot and parking lot lighting
|
15,867
|
|
|
18,163
|
|
||
Roof repairs and replacements
|
9,145
|
|
|
8,427
|
|
||
Other capital expenditures
|
13,409
|
|
|
11,567
|
|
||
Total deferred maintenance
|
38,421
|
|
|
38,157
|
|
||
|
|
|
|
||||
Capitalized overhead
|
3,922
|
|
|
3,232
|
|
||
|
|
|
|
||||
Capitalized interest
|
4,889
|
|
|
2,671
|
|
||
|
|
|
|
||||
Total capital expenditures
|
$
|
130,764
|
|
|
$
|
128,823
|
|
(1)
|
Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
|
Property
|
|
Location
|
|
Total
Project
Square
Feet
|
|
Total
Cost
(1)
|
|
Cost to
Date
(2)
|
|
Opening Date
|
|
Initial
Unleveraged
Yield
|
|||||
Outlet Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Outlet Shoppes at Atlanta
(3)
|
|
Woodstock, GA
|
|
370,456
|
|
|
$
|
80,490
|
|
|
$
|
71,398
|
|
|
July-13
|
|
11.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Community Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Crossings at Marshalls Creek
|
|
Middle Smithfield, PA
|
|
104,525
|
|
|
$
|
18,983
|
|
|
$
|
21,807
|
|
|
June-13
|
|
9.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mall Expansions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cross Creek Mall - The District
|
|
Fayetteville, NC
|
|
45,620
|
|
|
$
|
15,831
|
|
|
$
|
10,851
|
|
|
November-13
|
|
9.8%
|
The Shoppes at Southaven Towne
Center - Phase II
|
|
Southaven, MS
|
|
22,925
|
|
|
3,968
|
|
|
3,372
|
|
|
November-13
|
|
12.2%
|
||
Volusia Mall - Restaurant District
|
|
Daytona Beach, FL
|
|
27,500
|
|
|
7,114
|
|
|
5,805
|
|
|
November-13
|
|
10.4%
|
||
South County Center - Dick's
Sporting Goods
|
|
St. Louis, MO
|
|
50,000
|
|
|
8,051
|
|
|
6,365
|
|
|
November-13
|
|
9.5%
|
||
West Towne Mall - ULTA & Lane Bryant
|
|
Madison, WI
|
|
22,500
|
|
|
5,454
|
|
|
4,002
|
|
|
September-13
|
|
11.8%
|
||
|
|
|
|
168,545
|
|
|
$
|
40,418
|
|
|
$
|
30,395
|
|
|
|
|
|
Mall Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Monroeville Mall - JC Penney/
Cinemark
(4)
|
|
Pittsburgh, PA
|
|
78,223
|
|
|
$
|
26,178
|
|
|
$
|
22,592
|
|
|
October-12/
November-13 |
|
7.6%
|
Northgate Mall - The Shops at
Northgate
|
|
Chattanooga, TN
|
|
75,018
|
|
|
6,105
|
|
|
5,748
|
|
|
September-13
|
|
9.2%
|
||
Southpark Mall - Dick's Sporting
Goods
|
|
Colonial Heights, VA
|
|
85,322
|
|
|
9,379
|
|
|
7,922
|
|
|
July-13
|
|
7.4%
|
||
|
|
|
|
238,563
|
|
|
$
|
41,662
|
|
|
$
|
36,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Properties Opened
|
|
|
|
882,089
|
|
|
$
|
181,553
|
|
|
$
|
159,862
|
|
|
|
|
|
(1)
|
Total Cost is presented net of reimbursements to be received.
|
(2)
|
Cost to Date does not reflect reimbursements until they are received.
|
(3)
|
This Property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%.
|
(4)
|
JC Penney opened in October 2012 and Cinemark opened in JC Penney's former space in November 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property
|
|
Location
|
|
Total
Project
Square
Feet
|
|
Total
Cost
(1)
|
|
Cost to
Date
(2)
|
|
Expected
Opening Date
|
|
Initial
Unleveraged
Yield
|
|||||
Outlet Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Outlet Shoppes at Louisville
(3)
|
|
Simpsonville, KY
|
|
374,724
|
|
|
$
|
80,472
|
|
|
$
|
41,033
|
|
|
August-14
|
|
10.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Community Center:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fremaux Town Center - Phase I
(3)
|
|
Slidell, LA
|
|
333,636
|
|
|
$
|
52,269
|
|
|
$
|
43,830
|
|
|
March-14
|
|
8.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mall Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Northgate Mall - Burlington
|
|
Chattanooga, TN
|
|
78,021
|
|
|
$
|
7,826
|
|
|
$
|
374
|
|
|
Fall-14
|
|
7.2%
|
College Square - Longhorn
Steakhouse & T.J. Maxx
|
|
Morristown, TN
|
|
30,271
|
|
|
3,229
|
|
|
2,134
|
|
|
Spring-14
|
|
10.0%
|
||
|
|
|
|
108.292
|
|
|
$
|
11,055
|
|
|
$
|
2,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Properties Under Development
|
|
816,652
|
|
|
$
|
143,796
|
|
|
$
|
87,371
|
|
|
|
|
|
(1)
|
Total Cost is presented net of reimbursements to be received.
|
(2)
|
Cost to Date does not reflect reimbursements until they are received.
|
(3)
|
These Properties are 65/35 joint ventures. Total cost and cost to date are reflected at 100%.
|
(1)
|
Total Cost is presented net of reimbursements to be received.
|
(2)
|
These Properties are 75/25 joint ventures. Total cost and cost to date are reflected at 100%.
|
(3)
|
This Property is a 65/35 joint venture. Total cost and cost to date are reflected at 100%.
|
▪
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income attributable to common shareholders
|
$
|
40,312
|
|
|
$
|
84,089
|
|
|
$
|
91,560
|
|
Noncontrolling interest in income of operating partnership
|
7,125
|
|
|
19,267
|
|
|
25,841
|
|
|||
Depreciation and amortization expense of:
|
|
|
|
|
|
|
|
|
|||
Consolidated properties
|
278,911
|
|
|
255,460
|
|
|
271,458
|
|
|||
Unconsolidated affiliates
|
39,592
|
|
|
43,956
|
|
|
32,538
|
|
|||
Discontinued operations
|
6,638
|
|
|
13,174
|
|
|
4,912
|
|
|||
Non-real estate assets
|
(2,077
|
)
|
|
(1,841
|
)
|
|
(2,488
|
)
|
|||
Noncontrolling interests' share of depreciation and amortization
|
(5,881
|
)
|
|
(5,071
|
)
|
|
(919
|
)
|
|||
Loss on impairment, net of tax benefit
|
73,485
|
|
|
50,343
|
|
|
56,557
|
|
|||
Gain on depreciable property
|
(7
|
)
|
|
(652
|
)
|
|
(56,763
|
)
|
|||
(Gain) loss on discontinued operations, net of taxes
|
(647
|
)
|
|
(566
|
)
|
|
1
|
|
|||
Funds from operations of the operating partnership
|
437,451
|
|
|
458,159
|
|
|
422,697
|
|
|||
Litigation settlement
|
(8,240
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on investments
|
(2,400
|
)
|
|
(45,072
|
)
|
|
—
|
|
|||
(Gain) loss on extinguishment of debt
|
9,108
|
|
|
(265
|
)
|
|
(32,463
|
)
|
|||
Funds from operations of the operating partnership, as adjusted
|
$
|
435,919
|
|
|
$
|
412,822
|
|
|
$
|
390,234
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Funds from operations of the operating partnership
|
$
|
437,451
|
|
|
$
|
458,159
|
|
|
$
|
422,697
|
|
Percentage allocable to common shareholders
(1)
|
84.97
|
%
|
|
81.36
|
%
|
|
77.91
|
%
|
|||
Funds from operations allocable to common shareholders
|
$
|
371,702
|
|
|
$
|
372,758
|
|
|
$
|
329,323
|
|
|
|
|
|
|
|
||||||
Funds from operations of the Operating Partnership, as adjusted
|
$
|
435,919
|
|
|
$
|
412,822
|
|
|
$
|
390,234
|
|
Percentage allocable to common shareholders
(1)
|
84.97
|
%
|
|
81.36
|
%
|
|
77.91
|
%
|
|||
Funds from operations allocable to Company shareholders, as adjusted
|
$
|
370,400
|
|
|
$
|
335,872
|
|
|
$
|
304,031
|
|
(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.
|
(1)
|
Consolidated Financial Statements
|
Page Number
|
|
||
|
|
|
CBL & Associates Properties, Inc.
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
CBL & Associates Limited Partnership
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
|
|
|
|
||
|
|
|
(2)
|
Consolidated Financial Statement Schedules
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.
|
|
|
|
|
(3)
|
Exhibits
|
|
|
The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).
|
|
|
CBL & ASSOCIATES PROPERTIES, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By: __
/s/ Farzana K. Mitchell
_________
|
|
|
Farzana K. Mitchell
|
|
|
Executive Vice President -
Chief Financial Officer and Treasurer
|
|
Dated: March 3, 2014
|
|
|
Signature
|
|
Title
|
Date
|
/s/ Charles B. Lebovitz
|
Chairman of the Board
|
March 3, 2014
|
|
Charles B. Lebovitz
|
|||
|
|
|
|
/s/ Stephen D. Lebovitz
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
March 3, 2014
|
|
Stephen D. Lebovitz
|
|||
|
|
|
|
/s/ Farzana K. Mitchell
|
Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
March 3, 2014
|
|
Farzana K. Mitchell
|
|||
|
|
|
|
/s/ Gary L. Bryenton*
|
Director
|
March 3, 2014
|
|
Gary L. Bryenton
|
|||
|
|
|
|
/s/ A. Larry Chapman*
|
Director
|
March 3, 2014
|
|
A. Larry Chapman
|
|
||
|
|
|
|
/s/ Thomas J. DeRosa*
|
Director
|
March 3, 2014
|
|
Thomas J. DeRosa
|
|
||
|
|
|
|
/s/ Matthew S. Dominski*
|
Director
|
March 3, 2014
|
|
Matthew S. Dominski
|
|||
|
|
|
|
/s/ Gary J. Nay*
|
Director
|
March 3, 2014
|
|
Gary J. Nay
|
|||
|
|
|
|
/s/ Kathleen M. Nelson*
|
Director
|
March 3, 2014
|
|
Kathleen M. Nelson
|
|||
|
|
|
|
/s/ Winston W. Walker*
|
Director
|
March 3, 2014
|
|
Winston W. Walker
|
|||
|
|
|
|
*By: /s/ Farzana K. Mitchell
|
Attorney-in-Fact
|
March 3, 2014
|
|
Farzana K. Mitchell
|
|
CBL & ASSOCIATES LIMITED PARTNERSHIP
|
|
|
(Registrant)
|
|
|
By: CBL HOLDINGS I, INC., its general partner
|
|
|
By: __
/s/ Farzana K. Mitchell
_________
|
|
|
Farzana K. Mitchell
|
|
|
Executive Vice President -
Chief Financial Officer and Treasurer
|
|
Dated: March 3, 2014
|
|
|
Signature
|
|
Title
|
Date
|
/s/ Charles B. Lebovitz
|
Chairman of the Board of CBL Holdings I, Inc., general partner of the Registrant
|
March 3, 2014
|
|
Charles B. Lebovitz
|
|||
|
|
|
|
/s/ Stephen D. Lebovitz
|
Director, President and Chief Executive Officer of CBL Holdings I, Inc., general partner of the Registrant (Principal Executive Officer)
|
March 3, 2014
|
|
Stephen D. Lebovitz
|
|||
|
|
|
|
|
|
|
|
/s/ Farzana K. Mitchell
|
Executive Vice President - Chief Financial Officer and Treasurer of CBL Holdings, I, Inc., general partner of the Registrant (Principal Financial Officer and Principal Accounting Officer)
|
March 3, 2014
|
|
Farzana K. Mitchell
|
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
|
|
|
Page Number
|
|
|
|
|
CBL & Associates Properties, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBL & Associates Limited Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
ASSETS
|
2013
|
|
2012
|
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
858,619
|
|
|
$
|
905,339
|
|
Buildings and improvements
|
7,125,512
|
|
|
7,228,293
|
|
||
|
7,984,131
|
|
|
8,133,632
|
|
||
Accumulated depreciation
|
(2,056,357
|
)
|
|
(1,972,031
|
)
|
||
|
5,927,774
|
|
|
6,161,601
|
|
||
Held for sale
|
—
|
|
|
29,425
|
|
||
Developments in progress
|
139,383
|
|
|
137,956
|
|
||
Net investment in real estate assets
|
6,067,157
|
|
|
6,328,982
|
|
||
Cash and cash equivalents
|
65,500
|
|
|
78,248
|
|
||
Receivables:
|
|
|
|
|
|
||
Tenant, net of allowance for doubtful accounts of $2,379 and $1,977
in 2013 and 2012, respectively
|
79,899
|
|
|
78,963
|
|
||
Other, net of allowance for doubtful accounts of $1,241 and $1,270
in 2013 and 2012, respectively
|
23,343
|
|
|
8,467
|
|
||
Mortgage and other notes receivable
|
30,424
|
|
|
25,967
|
|
||
Investments in unconsolidated affiliates
|
277,146
|
|
|
259,810
|
|
||
Intangible lease assets and other assets
|
242,502
|
|
|
309,299
|
|
||
|
$
|
6,785,971
|
|
|
$
|
7,089,736
|
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
|
|
||
Mortgage and other indebtedness
|
$
|
4,857,523
|
|
|
$
|
4,745,683
|
|
Accounts payable and accrued liabilities
|
333,875
|
|
|
358,874
|
|
||
Total liabilities
|
5,191,398
|
|
|
5,104,557
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Redeemable noncontrolling interests:
|
|
|
|
|
|
||
Redeemable noncontrolling partnership interests
|
34,639
|
|
|
40,248
|
|
||
Redeemable noncontrolling preferred joint venture interest
|
—
|
|
|
423,834
|
|
||
Total redeemable noncontrolling interests
|
34,639
|
|
|
464,082
|
|
||
Shareholders' equity:
|
|
|
|
|
|
||
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
|
|
|
|
|
|
||
7.375% Series D Cumulative Redeemable Preferred Stock,
1,815,000 shares outstanding
|
18
|
|
|
18
|
|
||
6.625% Series E Cumulative Redeemable Preferred Stock,
690,000 shares outstanding
|
7
|
|
|
7
|
|
||
Common Stock, $.01 par value, 350,000,000 shares authorized,
170,048,144 and 161,309,652 issued and outstanding in 2013
and 2012, respectively
|
1,700
|
|
|
1,613
|
|
||
Additional paid-in capital
|
1,967,644
|
|
|
1,773,630
|
|
||
Accumulated other comprehensive income
|
6,325
|
|
|
6,986
|
|
||
Dividends in excess of cumulative earnings
|
(570,781
|
)
|
|
(453,561
|
)
|
||
Total shareholders' equity
|
1,404,913
|
|
|
1,328,693
|
|
||
Noncontrolling interests
|
155,021
|
|
|
192,404
|
|
||
Total equity
|
1,559,934
|
|
|
1,521,097
|
|
||
|
$
|
6,785,971
|
|
|
$
|
7,089,736
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
675,870
|
|
|
$
|
641,821
|
|
|
$
|
647,093
|
|
Percentage rents
|
18,572
|
|
|
17,728
|
|
|
16,772
|
|
|||
Other rents
|
21,974
|
|
|
21,914
|
|
|
21,685
|
|
|||
Tenant reimbursements
|
290,097
|
|
|
279,280
|
|
|
292,594
|
|
|||
Management, development and leasing fees
|
12,439
|
|
|
10,772
|
|
|
6,934
|
|
|||
Other
|
34,673
|
|
|
31,328
|
|
|
34,821
|
|
|||
Total revenues
|
1,053,625
|
|
|
1,002,843
|
|
|
1,019,899
|
|
|||
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|||
Property operating
|
151,127
|
|
|
138,533
|
|
|
142,431
|
|
|||
Depreciation and amortization
|
278,911
|
|
|
255,460
|
|
|
261,562
|
|
|||
Real estate taxes
|
88,701
|
|
|
87,871
|
|
|
89,317
|
|
|||
Maintenance and repairs
|
56,379
|
|
|
50,350
|
|
|
53,214
|
|
|||
General and administrative
|
48,867
|
|
|
51,251
|
|
|
44,751
|
|
|||
Loss on impairment
|
70,049
|
|
|
24,379
|
|
|
51,304
|
|
|||
Other
|
28,826
|
|
|
25,078
|
|
|
28,898
|
|
|||
Total operating expenses
|
722,860
|
|
|
632,922
|
|
|
671,477
|
|
|||
Income from operations
|
330,765
|
|
|
369,921
|
|
|
348,422
|
|
|||
Interest and other income
|
10,825
|
|
|
3,953
|
|
|
2,578
|
|
|||
Interest expense
|
(231,856
|
)
|
|
(242,357
|
)
|
|
(262,608
|
)
|
|||
Gain (loss) on extinguishment of debt
|
(9,108
|
)
|
|
265
|
|
|
1,029
|
|
|||
Gain on investments
|
2,400
|
|
|
45,072
|
|
|
—
|
|
|||
Gain on sales of real estate assets
|
1,980
|
|
|
2,286
|
|
|
59,396
|
|
|||
Equity in earnings of unconsolidated affiliates
|
11,616
|
|
|
8,313
|
|
|
6,138
|
|
|||
Income tax (provision) benefit
|
(1,305
|
)
|
|
(1,404
|
)
|
|
269
|
|
|||
Income from continuing operations
|
115,317
|
|
|
186,049
|
|
|
155,224
|
|
|||
Operating income (loss) of discontinued operations
|
(6,091
|
)
|
|
(12,468
|
)
|
|
29,771
|
|
|||
Gain (loss) on discontinued operations
|
1,144
|
|
|
938
|
|
|
(1
|
)
|
|||
Net income
|
110,370
|
|
|
174,519
|
|
|
184,994
|
|
|||
Net income attributable to noncontrolling interests in:
|
|
|
|
|
|
|
|
|
|||
Operating Partnership
|
(7,125
|
)
|
|
(19,267
|
)
|
|
(25,841
|
)
|
|||
Other consolidated subsidiaries
|
(18,041
|
)
|
|
(23,652
|
)
|
|
(25,217
|
)
|
|||
Net income attributable to the Company
|
85,204
|
|
|
131,600
|
|
|
133,936
|
|
|||
Preferred dividends
|
(44,892
|
)
|
|
(47,511
|
)
|
|
(42,376
|
)
|
|||
Net income attributable to common shareholders
|
$
|
40,312
|
|
|
$
|
84,089
|
|
|
$
|
91,560
|
|
|
|
|
|
|
|
||||||
Basic per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of preferred dividends
|
$
|
0.27
|
|
|
$
|
0.60
|
|
|
$
|
0.46
|
|
Discontinued operations
|
(0.03
|
)
|
|
(0.06
|
)
|
|
0.16
|
|
|||
Net income attributable to common shareholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
Weighted average common shares outstanding
|
167,027
|
|
|
154,762
|
|
|
148,289
|
|
|||
|
|
|
|
|
|
||||||
Diluted per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of preferred dividends
|
$
|
0.27
|
|
|
$
|
0.60
|
|
|
$
|
0.46
|
|
Discontinued operations
|
(0.03
|
)
|
|
(0.06
|
)
|
|
0.16
|
|
|||
Net income attributable to common shareholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
Weighted average common and potential dilutive common shares outstanding
|
167,027
|
|
|
154,807
|
|
|
148,334
|
|
|||
|
|
|
|
|
|
||||||
Amounts attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of preferred dividends
|
$
|
44,515
|
|
|
$
|
93,469
|
|
|
$
|
68,366
|
|
Discontinued operations
|
(4,203
|
)
|
|
(9,380
|
)
|
|
23,194
|
|
|||
Net income attributable to common shareholders
|
$
|
40,312
|
|
|
$
|
84,089
|
|
|
$
|
91,560
|
|
|
Year Ended December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
110,370
|
|
|
$
|
174,519
|
|
|
$
|
184,994
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized holding gain (loss) on available-for-sale securities
|
(2,583
|
)
|
|
4,426
|
|
|
(214
|
)
|
|||
Reclassification to net income of realized (gain) loss on available-for-sale securities
|
—
|
|
|
(224
|
)
|
|
22
|
|
|||
Unrealized gain (loss) on hedging instruments
|
1,815
|
|
|
(207
|
)
|
|
(5,521
|
)
|
|||
Total other comprehensive income (loss)
|
(768
|
)
|
|
3,995
|
|
|
(5,713
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
109,602
|
|
|
178,514
|
|
|
179,281
|
|
|||
Comprehensive income attributable to noncontrolling interests in:
|
|
|
|
|
|
||||||
Operating Partnership
|
(7,018
|
)
|
|
(19,701
|
)
|
|
(24,558
|
)
|
|||
Other consolidated subsidiaries
|
(18,041
|
)
|
|
(23,652
|
)
|
|
(25,217
|
)
|
|||
Comprehensive income attributable to the Company
|
$
|
84,543
|
|
|
$
|
135,161
|
|
|
$
|
129,506
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Partnership
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, December 31, 2010
|
$
|
34,379
|
|
|
$
|
23
|
|
|
$
|
1,479
|
|
|
$
|
1,657,507
|
|
|
$
|
7,855
|
|
|
$
|
(366,526
|
)
|
|
$
|
1,300,338
|
|
|
$
|
223,605
|
|
|
$
|
1,523,943
|
|
Net income
|
4,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133,936
|
|
|
133,936
|
|
|
25,473
|
|
|
159,409
|
|
|||||||||
Other comprehensive loss
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,430
|
)
|
|
—
|
|
|
(4,430
|
)
|
|
(1,235
|
)
|
|
(5,665
|
)
|
|||||||||
Conversion of 125,100 Operating Partnership special common units to shares of common stock
|
—
|
|
|
—
|
|
|
1
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
729
|
|
|
(729
|
)
|
|
—
|
|
|||||||||
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,615
|
)
|
|
(124,615
|
)
|
|
—
|
|
|
(124,615
|
)
|
|||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,376
|
)
|
|
(42,376
|
)
|
|
—
|
|
|
(42,376
|
)
|
|||||||||
Issuance of 190,812 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
2
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|||||||||
Cancellation of 16,082 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
2
|
|
|
1,953
|
|
|
—
|
|
|
—
|
|
|
1,955
|
|
|
—
|
|
|
1,955
|
|
|||||||||
Accrual under deferred compensation arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
|||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,629
|
|
|
—
|
|
|
—
|
|
|
1,629
|
|
|
—
|
|
|
1,629
|
|
|||||||||
Adjustment for noncontrolling interests
|
3,005
|
|
|
—
|
|
|
—
|
|
|
(5,205
|
)
|
|
—
|
|
|
—
|
|
|
(5,205
|
)
|
|
2,200
|
|
|
(3,005
|
)
|
|||||||||
Adjustment to record redeemable noncontrolling interests at redemption value
|
(1,108
|
)
|
|
—
|
|
|
—
|
|
|
1,108
|
|
|
—
|
|
|
—
|
|
|
1,108
|
|
|
—
|
|
|
1,108
|
|
|||||||||
Distributions to noncontrolling interests
|
(8,897
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,239
|
)
|
|
(44,239
|
)
|
|||||||||
Contributions from noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|
2,038
|
|
|||||||||
Balance, December 31, 2011
|
$
|
32,271
|
|
|
$
|
23
|
|
|
$
|
1,484
|
|
|
$
|
1,657,927
|
|
|
$
|
3,425
|
|
|
$
|
(399,581
|
)
|
|
$
|
1,263,278
|
|
|
$
|
207,113
|
|
|
$
|
1,470,391
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Partnership
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, December 31, 2011
|
$
|
32,271
|
|
|
$
|
23
|
|
|
$
|
1,484
|
|
|
$
|
1,657,927
|
|
|
$
|
3,425
|
|
|
$
|
(399,581
|
)
|
|
$
|
1,263,278
|
|
|
$
|
207,113
|
|
|
$
|
1,470,391
|
|
Net income
|
4,445
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,600
|
|
|
131,600
|
|
|
17,772
|
|
|
149,372
|
|
|||||||||
Other comprehensive income
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,561
|
|
|
—
|
|
|
3,561
|
|
|
413
|
|
|
3,974
|
|
|||||||||
Issuance of 690,000 shares of Series E preferred stock in equity offering
|
—
|
|
|
7
|
|
|
—
|
|
|
166,713
|
|
|
—
|
|
|
—
|
|
|
166,720
|
|
|
—
|
|
|
166,720
|
|
|||||||||
Redemption of Series C preferred stock
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(111,222
|
)
|
|
—
|
|
|
(3,773
|
)
|
|
(115,000
|
)
|
|
—
|
|
|
(115,000
|
)
|
|||||||||
Conversion of 12,466,000 Operating Partnership common units to shares of common stock
|
—
|
|
|
—
|
|
|
125
|
|
|
59,613
|
|
|
—
|
|
|
—
|
|
|
59,738
|
|
|
(59,738
|
)
|
|
—
|
|
|||||||||
Purchase of noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,863
|
)
|
|
(9,863
|
)
|
|||||||||
Issuance of noncontrolling interest in Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,000
|
|
|
14,000
|
|
|||||||||
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,069
|
)
|
|
(138,069
|
)
|
|
—
|
|
|
(138,069
|
)
|
|||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,738
|
)
|
|
(43,738
|
)
|
|
—
|
|
|
(43,738
|
)
|
|||||||||
Issuance of 232,560 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
2
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|
—
|
|
|
730
|
|
|||||||||
Cancellation of 39,779 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(633
|
)
|
|
—
|
|
|
—
|
|
|
(633
|
)
|
|
—
|
|
|
(633
|
)
|
|||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
2
|
|
|
4,452
|
|
|
—
|
|
|
—
|
|
|
4,454
|
|
|
—
|
|
|
4,454
|
|
|||||||||
Accrual under deferred compensation arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,863
|
|
|
—
|
|
|
—
|
|
|
3,863
|
|
|
—
|
|
|
3,863
|
|
|||||||||
Accelerated vesting of share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(725
|
)
|
|
|
|
|
—
|
|
|
(725
|
)
|
|
—
|
|
|
(725
|
)
|
|||||||||
Issuance of 42,484 shares of common stock under deferred compensation arrangement
|
—
|
|
|
—
|
|
|
—
|
|
|
(615
|
)
|
|
|
|
|
—
|
|
|
(615
|
)
|
|
—
|
|
|
(615
|
)
|
|||||||||
Adjustment for noncontrolling interests
|
3,197
|
|
|
—
|
|
|
—
|
|
|
(3,360
|
)
|
|
—
|
|
|
—
|
|
|
(3,360
|
)
|
|
163
|
|
|
(3,197
|
)
|
|||||||||
Adjustment to record redeemable noncontrolling interests at redemption value
|
8,778
|
|
|
—
|
|
|
—
|
|
|
(3,155
|
)
|
|
—
|
|
|
—
|
|
|
(3,155
|
)
|
|
(5,623
|
)
|
|
(8,778
|
)
|
|||||||||
Distributions to noncontrolling interests
|
(8,464
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,119
|
)
|
|
(34,119
|
)
|
|||||||||
Contributions from noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,120
|
|
|
7,120
|
|
|||||||||
Purchase of noncontrolling interests in other consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,962
|
|
|
40,962
|
|
|||||||||
Acquire controlling interest in shopping center properties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,204
|
|
|
14,204
|
|
|||||||||
Balance, December 31, 2012
|
$
|
40,248
|
|
|
$
|
25
|
|
|
$
|
1,613
|
|
|
$
|
1,773,630
|
|
|
$
|
6,986
|
|
|
$
|
(453,561
|
)
|
|
$
|
1,328,693
|
|
|
$
|
192,404
|
|
|
$
|
1,521,097
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Partnership
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, December 31, 2012
|
$
|
40,248
|
|
|
$
|
25
|
|
|
$
|
1,613
|
|
|
$
|
1,773,630
|
|
|
$
|
6,986
|
|
|
$
|
(453,561
|
)
|
|
$
|
1,328,693
|
|
|
$
|
192,404
|
|
|
$
|
1,521,097
|
|
Net income
|
2,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,204
|
|
|
85,204
|
|
|
7,588
|
|
|
92,792
|
|
|||||||||
Other comprehensive loss
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
|
—
|
|
|
(661
|
)
|
|
(101
|
)
|
|
(762
|
)
|
|||||||||
Redemption of redeemable noncontrolling preferred joint venture interest
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|||||||||
Dividends declared - common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,532
|
)
|
|
(157,532
|
)
|
|
—
|
|
|
(157,532
|
)
|
|||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,892
|
)
|
|
(44,892
|
)
|
|
—
|
|
|
(44,892
|
)
|
|||||||||
Issuance of 8,772,114 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
87
|
|
|
216,576
|
|
|
—
|
|
|
—
|
|
|
216,663
|
|
|
—
|
|
|
216,663
|
|
|||||||||
Cancellation of 41,661 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
(720
|
)
|
|||||||||
Accrual under deferred compensation arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,095
|
)
|
|
—
|
|
|
—
|
|
|
(7,095
|
)
|
|
—
|
|
|
(7,095
|
)
|
|||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,704
|
|
|
—
|
|
|
—
|
|
|
2,704
|
|
|
—
|
|
|
2,704
|
|
|||||||||
Adjustment for noncontrolling interests
|
4,589
|
|
|
—
|
|
|
—
|
|
|
(33,746
|
)
|
|
—
|
|
|
—
|
|
|
(33,746
|
)
|
|
29,212
|
|
|
(4,534
|
)
|
|||||||||
Adjustment to record redeemable noncontrolling interests at redemption value
|
(7,011
|
)
|
|
—
|
|
|
—
|
|
|
6,295
|
|
|
—
|
|
|
—
|
|
|
6,295
|
|
|
717
|
|
|
7,012
|
|
|||||||||
Distributions to noncontrolling interests
|
(6,122
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,885
|
)
|
|
(39,885
|
)
|
|||||||||
Contributions from noncontrolling interests in Operating Partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,530
|
|
|
6,530
|
|
|||||||||
Acquire controlling interest in shopping center property
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,444
|
)
|
|
(41,444
|
)
|
|||||||||
Balance, December 31, 2013
|
$
|
34,639
|
|
|
$
|
25
|
|
|
$
|
1,700
|
|
|
$
|
1,967,644
|
|
|
$
|
6,325
|
|
|
$
|
(570,781
|
)
|
|
$
|
1,404,913
|
|
|
$
|
155,021
|
|
|
$
|
1,559,934
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
110,370
|
|
|
$
|
174,519
|
|
|
$
|
184,994
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
||||||
Depreciation and amortization
|
285,549
|
|
|
268,634
|
|
|
276,370
|
|
|||
Amortization of deferred finance costs, debt premiums and discounts
|
4,783
|
|
|
7,896
|
|
|
10,239
|
|
|||
Net amortization of intangible lease assets and liabilities
|
63
|
|
|
(1,263
|
)
|
|
(906
|
)
|
|||
Gain on sales of real estate assets
|
(1,980
|
)
|
|
(5,323
|
)
|
|
(59,396
|
)
|
|||
(Gain) loss on discontinued operations
|
(1,144
|
)
|
|
(938
|
)
|
|
1
|
|
|||
Write-off of development projects
|
334
|
|
|
(39
|
)
|
|
94
|
|
|||
Share-based compensation expense
|
2,725
|
|
|
3,740
|
|
|
1,783
|
|
|||
Net realized (gain) loss on sale of available-for-sale securities
|
—
|
|
|
(224
|
)
|
|
22
|
|
|||
Write-down of mortgage and other notes receivable
|
—
|
|
|
—
|
|
|
1,900
|
|
|||
Gain on investments
|
(2,400
|
)
|
|
(45,072
|
)
|
|
—
|
|
|||
Loss on impairment from continuing operations
|
70,049
|
|
|
24,379
|
|
|
51,304
|
|
|||
Loss on impairment from discontinued operations
|
5,234
|
|
|
26,461
|
|
|
7,425
|
|
|||
(Gain) loss on extinguishment of debt from continuing operations
|
9,108
|
|
|
(265
|
)
|
|
(1,029
|
)
|
|||
Gain on extinguishment of debt from discontinued operations
|
—
|
|
|
—
|
|
|
(31,434
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
(11,616
|
)
|
|
(8,313
|
)
|
|
(6,138
|
)
|
|||
Distributions of earnings from unconsolidated affiliates
|
15,995
|
|
|
17,074
|
|
|
9,586
|
|
|||
Provision for doubtful accounts
|
1,816
|
|
|
1,523
|
|
|
1,743
|
|
|||
Change in deferred tax accounts
|
1,824
|
|
|
3,095
|
|
|
(5,695
|
)
|
|||
Changes in:
|
|
|
|
|
|
||||||
Tenant and other receivables
|
(12,358
|
)
|
|
(2,150
|
)
|
|
(5,986
|
)
|
|||
Other assets
|
5,928
|
|
|
2,136
|
|
|
6,084
|
|
|||
Accounts payable and accrued liabilities
|
(19,529
|
)
|
|
15,645
|
|
|
875
|
|
|||
Net cash provided by operating activities
|
464,751
|
|
|
481,515
|
|
|
441,836
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Additions to real estate assets
|
(314,299
|
)
|
|
(217,827
|
)
|
|
(205,379
|
)
|
|||
Acquisitions of real estate assets
|
(41,444
|
)
|
|
(96,099
|
)
|
|
(11,500
|
)
|
|||
Additions to restricted cash
|
(7,592
|
)
|
|
(1,063
|
)
|
|
(14,719
|
)
|
|||
(Additions) reductions to cash held in escrow
|
15,000
|
|
|
(15,000
|
)
|
|
—
|
|
|||
Purchase of partners' interest in unconsolidated affiliates
|
—
|
|
|
(14,280
|
)
|
|
—
|
|
|||
Proceeds from sales of real estate assets
|
240,150
|
|
|
76,950
|
|
|
244,647
|
|
|||
Proceeds from sales of investments in unconsolidated affiliates
|
4,875
|
|
|
—
|
|
|
—
|
|
|||
Additions to mortgage and other notes receivable
|
(2,700
|
)
|
|
(3,584
|
)
|
|
(15,173
|
)
|
|||
Payments received on mortgage notes receivable
|
5,672
|
|
|
3,002
|
|
|
7,479
|
|
|||
Proceeds from sale of available-for-sale securities
|
11,002
|
|
|
—
|
|
|
—
|
|
|||
Additional investments in and advances to unconsolidated affiliates
|
(34,063
|
)
|
|
(8,809
|
)
|
|
(35,499
|
)
|
|||
Distributions in excess of equity in earnings of unconsolidated affiliates
|
11,310
|
|
|
43,173
|
|
|
17,907
|
|
|||
Changes in other assets
|
(13,604
|
)
|
|
(13,133
|
)
|
|
(15,408
|
)
|
|||
Net cash used in investing activities
|
(125,693
|
)
|
|
(246,670
|
)
|
|
(27,645
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from mortgage and other indebtedness
|
$
|
2,298,116
|
|
|
$
|
1,869,140
|
|
|
$
|
1,933,770
|
|
Principal payments on mortgage and other indebtedness
|
(2,179,541
|
)
|
|
(1,884,935
|
)
|
|
(2,086,461
|
)
|
|||
Additions to deferred financing costs
|
(7,739
|
)
|
|
(7,384
|
)
|
|
(19,629
|
)
|
|||
Prepayment fees on extinguishment of debt
|
(8,708
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuances of common stock
|
209,547
|
|
|
172
|
|
|
179
|
|
|||
Proceeds from issuances of preferred stock
|
—
|
|
|
166,720
|
|
|
—
|
|
|||
Purchase of noncontrolling interest in the Operating Partnership
|
—
|
|
|
(9,863
|
)
|
|
—
|
|
|||
Proceeds from exercises of stock options
|
—
|
|
|
4,454
|
|
|
1,955
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(115,000
|
)
|
|
—
|
|
|||
Redemption of redeemable noncontrolling preferred joint venture interest
|
(408,577
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
6,530
|
|
|
7,120
|
|
|
2,079
|
|
|||
Distributions to noncontrolling interests
|
(65,187
|
)
|
|
(65,635
|
)
|
|
(75,468
|
)
|
|||
Dividends paid to holders of preferred stock
|
(44,892
|
)
|
|
(43,738
|
)
|
|
(42,376
|
)
|
|||
Dividends paid to common shareholders
|
(151,355
|
)
|
|
(133,740
|
)
|
|
(123,044
|
)
|
|||
Net cash used in financing activities
|
(351,806
|
)
|
|
(212,689
|
)
|
|
(408,995
|
)
|
|||
|
|
|
|
|
|
||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(12,748
|
)
|
|
22,156
|
|
|
5,196
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
78,248
|
|
|
56,092
|
|
|
50,896
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
65,500
|
|
|
$
|
78,248
|
|
|
$
|
56,092
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
675,870
|
|
|
$
|
641,821
|
|
|
$
|
647,093
|
|
Percentage rents
|
18,572
|
|
|
17,728
|
|
|
16,772
|
|
|||
Other rents
|
21,974
|
|
|
21,914
|
|
|
21,685
|
|
|||
Tenant reimbursements
|
290,097
|
|
|
279,280
|
|
|
292,594
|
|
|||
Management, development and leasing fees
|
12,439
|
|
|
10,772
|
|
|
6,934
|
|
|||
Other
|
34,673
|
|
|
31,328
|
|
|
34,821
|
|
|||
Total revenues
|
1,053,625
|
|
|
1,002,843
|
|
|
1,019,899
|
|
|||
|
|
|
|
|
|
|
|||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|||
Property operating
|
151,127
|
|
|
138,533
|
|
|
142,431
|
|
|||
Depreciation and amortization
|
278,911
|
|
|
255,460
|
|
|
261,562
|
|
|||
Real estate taxes
|
88,701
|
|
|
87,871
|
|
|
89,317
|
|
|||
Maintenance and repairs
|
56,379
|
|
|
50,350
|
|
|
53,214
|
|
|||
General and administrative
|
48,867
|
|
|
51,251
|
|
|
44,751
|
|
|||
Loss on impairment
|
70,049
|
|
|
24,379
|
|
|
51,304
|
|
|||
Other
|
28,826
|
|
|
25,078
|
|
|
28,898
|
|
|||
Total operating expenses
|
722,860
|
|
|
632,922
|
|
|
671,477
|
|
|||
Income from operations
|
330,765
|
|
|
369,921
|
|
|
348,422
|
|
|||
Interest and other income
|
10,825
|
|
|
3,953
|
|
|
2,578
|
|
|||
Interest expense
|
(231,856
|
)
|
|
(242,357
|
)
|
|
(262,608
|
)
|
|||
Gain (loss) on extinguishment of debt
|
(9,108
|
)
|
|
265
|
|
|
1,029
|
|
|||
Gain on investments
|
2,400
|
|
|
45,072
|
|
|
—
|
|
|||
Gain on sales of real estate assets
|
1,980
|
|
|
2,286
|
|
|
59,396
|
|
|||
Equity in earnings of unconsolidated affiliates
|
11,616
|
|
|
8,313
|
|
|
6,138
|
|
|||
Income tax (provision) benefit
|
(1,305
|
)
|
|
(1,404
|
)
|
|
269
|
|
|||
Income from continuing operations
|
115,317
|
|
|
186,049
|
|
|
155,224
|
|
|||
Operating income (loss) of discontinued operations
|
(6,091
|
)
|
|
(12,468
|
)
|
|
29,771
|
|
|||
Gain (loss) on discontinued operations
|
1,144
|
|
|
938
|
|
|
(1
|
)
|
|||
Net income
|
110,370
|
|
|
174,519
|
|
|
184,994
|
|
|||
Net income attributable to noncontrolling interests
|
(18,041
|
)
|
|
(23,652
|
)
|
|
(25,217
|
)
|
|||
Net income attributable to the Operating Partnership
|
92,329
|
|
|
150,867
|
|
|
159,777
|
|
|||
Distributions to preferred unitholders
|
(44,892
|
)
|
|
(47,511
|
)
|
|
(42,376
|
)
|
|||
Net income attributable to common unitholders
|
$
|
47,437
|
|
|
$
|
103,356
|
|
|
$
|
117,401
|
|
|
|
|
|
|
|
||||||
Basic per unit data attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of preferred distributions
|
$
|
0.26
|
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.05
|
)
|
|
0.13
|
|
|||
Net income attributable to common unitholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
Weighted average common units outstanding
|
196,572
|
|
|
190,223
|
|
|
190,335
|
|
|||
|
|
|
|
|
|
||||||
Diluted per unit data attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of preferred distributions
|
$
|
0.26
|
|
|
$
|
0.59
|
|
|
$
|
0.49
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.05
|
)
|
|
0.13
|
|
|||
Net income attributable to common unitholders
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
Weighted average common and potential dilutive common units outstanding
|
196,572
|
|
|
190,268
|
|
|
190,380
|
|
|||
|
|
|
|
|
|
||||||
Amounts attributable to common unitholders:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of preferred distributions
|
$
|
51,640
|
|
|
$
|
112,736
|
|
|
$
|
94,207
|
|
Discontinued operations
|
(4,203
|
)
|
|
(9,380
|
)
|
|
23,194
|
|
|||
Net income attributable to common unitholders
|
$
|
47,437
|
|
|
$
|
103,356
|
|
|
$
|
117,401
|
|
|
Year Ended December 31, |
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
110,370
|
|
|
$
|
174,519
|
|
|
$
|
184,994
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized holding gain (loss) on available-for-sale securities
|
(2,583
|
)
|
|
4,426
|
|
|
(214
|
)
|
|||
Reclassification to net income of realized (gain) loss on available-for-sale securities
|
—
|
|
|
(224
|
)
|
|
22
|
|
|||
Unrealized gain (loss) on hedging instruments
|
1,815
|
|
|
(207
|
)
|
|
(5,521
|
)
|
|||
Total other comprehensive income (loss)
|
(768
|
)
|
|
3,995
|
|
|
(5,713
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
109,602
|
|
|
178,514
|
|
|
179,281
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(18,041
|
)
|
|
(23,652
|
)
|
|
(25,217
|
)
|
|||
Comprehensive income attributable to the Operating Partnership
|
$
|
91,561
|
|
|
$
|
154,862
|
|
|
$
|
154,064
|
|
|
Redeemable Interests
|
|
|
|
|
|
|
|
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
|
|
Total Partners' Capital
|
|
Noncontrolling Interests
|
|
Total Partners' Capital and Noncontrolling Interests
|
||||||||||||||||||||||
Balance, December 31, 2010
|
$
|
6,309
|
|
|
$
|
28,070
|
|
|
$
|
34,379
|
|
|
22,750
|
|
|
190,065
|
|
|
$
|
509,719
|
|
|
$
|
10,685
|
|
|
$
|
990,177
|
|
|
$
|
7,376
|
|
|
$
|
1,517,957
|
|
|
$
|
6,082
|
|
|
$
|
1,524,039
|
|
Net income
|
3,982
|
|
|
958
|
|
|
4,940
|
|
|
—
|
|
|
—
|
|
|
42,376
|
|
|
1,255
|
|
|
115,185
|
|
|
—
|
|
|
158,816
|
|
|
593
|
|
|
159,409
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,665
|
)
|
|
(5,665
|
)
|
|
—
|
|
|
(5,665
|
)
|
||||||||||
Distributions declared - common units
|
—
|
|
|
(4,457
|
)
|
|
(4,457
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,771
|
)
|
|
(162,616
|
)
|
|
—
|
|
|
(164,387
|
)
|
|
—
|
|
|
(164,387
|
)
|
||||||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,376
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,376
|
)
|
|
—
|
|
|
(42,376
|
)
|
||||||||||
Issuance of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
278
|
|
||||||||||
Cancellation of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16)
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
||||||||||
Contributions from CBL related to exercises of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
1,955
|
|
|
—
|
|
|
1,955
|
|
|
—
|
|
|
1,955
|
|
||||||||||
Accrual under deferred compensation arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
55
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||||||||
Amortization of deferred compensation
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
1,596
|
|
|
—
|
|
|
1,613
|
|
|
—
|
|
|
1,613
|
|
||||||||||
Allocation of partners' capital
|
—
|
|
|
2,989
|
|
|
2,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(2,968
|
)
|
|
—
|
|
|
(2,989
|
)
|
|
—
|
|
|
(2,989
|
)
|
||||||||||
Adjustment to record redeemable interests at redemption value
|
384
|
|
|
(1,492
|
)
|
|
(1,108
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
1,096
|
|
|
—
|
|
|
1,108
|
|
|
—
|
|
|
1,108
|
|
||||||||||
Distributions to noncontrolling interests
|
(4,440
|
)
|
|
—
|
|
|
(4,440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,433
|
)
|
|
(4,433
|
)
|
||||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|
2,038
|
|
||||||||||
Balance, December 31, 2011
|
$
|
6,235
|
|
|
$
|
26,036
|
|
|
$
|
32,271
|
|
|
22,750
|
|
190,380
|
|
$
|
509,719
|
|
|
$
|
10,178
|
|
|
$
|
944,633
|
|
|
$
|
1,711
|
|
|
$
|
1,466,241
|
|
|
$
|
4,280
|
|
|
$
|
1,470,521
|
|
|
Redeemable Interests
|
|
|
|
|
|
|
|
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
|
|
Total Partners' Capital
|
|
Noncontrolling Interests
|
|
Total Partners' Capital and Noncontrolling Interests
|
||||||||||||||||||||||
Balance, December 31, 2011
|
$
|
6,235
|
|
|
$
|
26,036
|
|
|
$
|
32,271
|
|
|
22,750
|
|
190,380
|
|
$
|
509,719
|
|
|
$
|
10,178
|
|
|
$
|
944,633
|
|
|
$
|
1,711
|
|
|
$
|
1,466,241
|
|
|
$
|
4,280
|
|
|
$
|
1,470,521
|
|
||
Net income (loss)
|
3,597
|
|
|
848
|
|
|
$
|
4,445
|
|
|
—
|
|
|
—
|
|
|
43,738
|
|
|
1,616
|
|
|
104,665
|
|
|
—
|
|
|
150,019
|
|
|
(647
|
)
|
|
149,372
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,974
|
|
|
3,974
|
|
|
—
|
|
|
3,974
|
|
||||||||||
Issuance of Series E preferred units to CBL
|
—
|
|
|
—
|
|
|
—
|
|
|
6,900
|
|
|
—
|
|
|
166,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,720
|
|
|
—
|
|
|
166,720
|
|
||||||||||
Redemption of Series C preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,600)
|
|
|
—
|
|
|
(111,227)
|
|
|
(41)
|
|
|
(3,732)
|
|
|
—
|
|
|
(115,000
|
)
|
|
—
|
|
|
(115,000
|
)
|
||||||||||
Redemption of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(627)
|
|
|
—
|
|
|
—
|
|
|
(9,429)
|
|
|
—
|
|
|
(9,429
|
)
|
|
—
|
|
|
(9,429
|
)
|
||||||||||
Issuance of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
14,730
|
|
|
—
|
|
|
14,730
|
|
|
—
|
|
|
14,730
|
|
||||||||||
Distributions declared - common units
|
—
|
|
|
(4,685)
|
|
|
(4,685
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,771)
|
|
|
(167,995)
|
|
|
—
|
|
|
(169,766
|
)
|
|
—
|
|
|
(169,766
|
)
|
||||||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,738)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,738
|
)
|
|
—
|
|
|
(43,738
|
)
|
||||||||||
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39)
|
|
|
—
|
|
|
—
|
|
|
(633)
|
|
|
—
|
|
|
(633
|
)
|
|
—
|
|
|
(633
|
)
|
||||||||||
Contributions from CBL related to exercises of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
4,454
|
|
|
—
|
|
|
4,454
|
|
|
—
|
|
|
4,454
|
|
||||||||||
Accrual under deferred compensation arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
43
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
||||||||||
Amortization of deferred compensation
|
—
|
|
|
32
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
3,790
|
|
|
—
|
|
|
3,831
|
|
|
—
|
|
|
3,831
|
|
||||||||||
Accelerated vesting of share-based compensation
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8)
|
|
|
(711)
|
|
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
(719
|
)
|
||||||||||
Issuance of common units under deferred compensation arrangement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
(615)
|
|
|
—
|
|
|
(615
|
)
|
|
—
|
|
|
(615
|
)
|
||||||||||
Allocation of partners' capital
|
—
|
|
|
3,171
|
|
|
3,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18)
|
|
|
(3,153)
|
|
|
—
|
|
|
(3,171
|
)
|
|
—
|
|
|
(3,171
|
)
|
||||||||||
Adjustment to record redeemable interests at redemption value
|
360
|
|
|
8,418
|
|
|
8,778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94)
|
|
|
(8,684)
|
|
|
—
|
|
|
(8,778
|
)
|
|
—
|
|
|
(8,778
|
)
|
||||||||||
Distributions to noncontrolling interests
|
(3,779
|
)
|
|
—
|
|
|
(3,779
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,423
|
)
|
|
(2,423
|
)
|
||||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,120
|
|
|
7,120
|
|
||||||||||
Purchase of noncontrolling interest on other consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,962
|
|
|
40,962
|
|
||||||||||
Acquire controlling interests in shopping center properties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,204
|
|
|
14,204
|
|
||||||||||
Balance, December 31, 2012
|
$
|
6,413
|
|
|
$
|
33,835
|
|
|
$
|
40,248
|
|
|
25,050
|
|
190,855
|
|
|
$
|
565,212
|
|
|
$
|
9,904
|
|
|
$
|
877,363
|
|
|
$
|
5,685
|
|
|
$
|
1,458,164
|
|
|
$
|
63,496
|
|
|
$
|
1,521,660
|
|
|
Redeemable Interests
|
|
|
|
|
|
|
|
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
|
|
Total Partners' Capital
|
|
Noncontrolling Interests
|
|
Total Partners' Capital and Noncontrolling Interests
|
||||||||||||||||||||||
Balance, December 31, 2012
|
$
|
6,413
|
|
|
$
|
33,835
|
|
|
$
|
40,248
|
|
|
25,050
|
|
|
190,855
|
|
|
$
|
565,212
|
|
|
$
|
9,904
|
|
|
$
|
877,363
|
|
|
$
|
5,685
|
|
|
$
|
1,458,164
|
|
|
$
|
63,496
|
|
|
$
|
1,521,660
|
|
Net income
|
2,565
|
|
|
376
|
|
|
2,941
|
|
|
—
|
|
|
—
|
|
|
44,892
|
|
|
491
|
|
|
46,570
|
|
|
—
|
|
|
91,953
|
|
|
839
|
|
|
92,792
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|
(762
|
)
|
|
—
|
|
|
(762
|
)
|
||||||||||
Redemption of redeemable noncontrolling preferred joint venture interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
9,896
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
||||||||||
Issuance of common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,780
|
|
|
—
|
|
|
—
|
|
|
216,588
|
|
|
—
|
|
|
216,588
|
|
|
—
|
|
|
216,588
|
|
||||||||||
Distributions declared - common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,851
|
)
|
|
(155,680
|
)
|
|
—
|
|
|
(157,531
|
)
|
|
—
|
|
|
(157,531
|
)
|
||||||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,892
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,892
|
)
|
|
—
|
|
|
(44,892
|
)
|
||||||||||
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
(720
|
)
|
||||||||||
Accrual under deferred compensation arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(7,021
|
)
|
|
—
|
|
|
(7,095
|
)
|
|
—
|
|
|
(7,095
|
)
|
||||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
2,676
|
|
|
—
|
|
|
2,704
|
|
|
—
|
|
|
2,704
|
|
||||||||||
Allocation of partners' capital
|
—
|
|
|
4,589
|
|
|
4,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|
(6,158
|
)
|
|
—
|
|
|
(4,733
|
)
|
|
57
|
|
|
(4,676
|
)
|
||||||||||
Adjustment to record redeemable interests at redemption value
|
(1,545
|
)
|
|
(5,467
|
)
|
|
(7,012
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
6,938
|
|
|
—
|
|
|
7,086
|
|
|
—
|
|
|
7,086
|
|
||||||||||
Distributions to noncontrolling interests
|
(1,550
|
)
|
|
(4,571
|
)
|
|
(6,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
(29,277
|
)
|
|
—
|
|
|
(29,586
|
)
|
|
(10,299
|
)
|
|
(39,885
|
)
|
||||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,530
|
|
|
6,530
|
|
||||||||||
Acquire controlling interest in shopping center property
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,444
|
)
|
|
(41,444
|
)
|
||||||||||
Balance, December 31, 2013
|
$
|
5,883
|
|
|
$
|
28,756
|
|
|
$
|
34,639
|
|
|
25,050
|
|
199,593
|
|
$
|
565,212
|
|
|
$
|
9,866
|
|
|
$
|
961,175
|
|
|
$
|
4,923
|
|
|
$
|
1,541,176
|
|
|
$
|
19,179
|
|
|
$
|
1,560,355
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
110,370
|
|
|
$
|
174,519
|
|
|
$
|
184,994
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
||||||
Depreciation and amortization
|
285,549
|
|
|
268,634
|
|
|
276,370
|
|
|||
Amortization of deferred finance costs, debt premiums and discounts
|
4,783
|
|
|
7,896
|
|
|
10,239
|
|
|||
Net amortization of intangible lease assets and liabilities
|
63
|
|
|
(1,263
|
)
|
|
(906
|
)
|
|||
Gain on sales of real estate assets
|
(1,980
|
)
|
|
(5,323
|
)
|
|
(59,396
|
)
|
|||
(Gain) loss on discontinued operations
|
(1,144
|
)
|
|
(938
|
)
|
|
1
|
|
|||
Write-off of development projects
|
334
|
|
|
(39
|
)
|
|
94
|
|
|||
Share-based compensation expense
|
2,725
|
|
|
3,740
|
|
|
1,783
|
|
|||
Net realized (gain) loss on sale of available-for-sale securities
|
—
|
|
|
(224
|
)
|
|
22
|
|
|||
Write-down of mortgage and other notes receivable
|
—
|
|
|
—
|
|
|
1,900
|
|
|||
Gain on investments
|
(2,400
|
)
|
|
(45,072
|
)
|
|
—
|
|
|||
Loss on impairment from continuing operations
|
70,049
|
|
|
24,379
|
|
|
51,304
|
|
|||
Loss on impairment from discontinued operations
|
5,234
|
|
|
26,461
|
|
|
7,425
|
|
|||
(Gain) loss on extinguishment of debt
|
9,108
|
|
|
(265
|
)
|
|
(1,029
|
)
|
|||
(Gain) loss on extinguishment of debt from discontinued operations
|
—
|
|
|
—
|
|
|
(31,434
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
(11,616
|
)
|
|
(8,313
|
)
|
|
(6,138
|
)
|
|||
Distributions of earnings from unconsolidated affiliates
|
15,995
|
|
|
17,074
|
|
|
9,586
|
|
|||
Provision for doubtful accounts
|
1,816
|
|
|
1,523
|
|
|
1,743
|
|
|||
Change in deferred tax accounts
|
1,824
|
|
|
3,095
|
|
|
(5,695
|
)
|
|||
Changes in:
|
|
|
|
|
|
||||||
Tenant and other receivables
|
(12,358
|
)
|
|
(2,150
|
)
|
|
(6,025
|
)
|
|||
Other assets
|
5,928
|
|
|
1,801
|
|
|
6,084
|
|
|||
Accounts payable and accrued liabilities
|
(19,539
|
)
|
|
15,646
|
|
|
905
|
|
|||
Net cash provided by operating activities
|
464,741
|
|
|
481,181
|
|
|
441,827
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Additions to real estate assets
|
(314,299
|
)
|
|
(217,827
|
)
|
|
(205,379
|
)
|
|||
Acquisitions of real estate assets
|
(41,444
|
)
|
|
(96,099
|
)
|
|
(11,500
|
)
|
|||
Additions to restricted cash
|
(7,592
|
)
|
|
(1,063
|
)
|
|
(14,719
|
)
|
|||
(Additions) reductions to cash held in escrow
|
15,000
|
|
|
(15,000
|
)
|
|
—
|
|
|||
Purchase of partners' interest in unconsolidated affiliates
|
—
|
|
|
(14,280
|
)
|
|
—
|
|
|||
Proceeds from sales of real estate assets
|
240,150
|
|
|
76,950
|
|
|
244,647
|
|
|||
Proceeds from sales of investments in unconsolidated affiliates
|
4,875
|
|
|
—
|
|
|
—
|
|
|||
Additions to mortgage and other notes receivable
|
(2,700
|
)
|
|
(3,584
|
)
|
|
(15,173
|
)
|
|||
Payments received on mortgage notes receivable
|
5,672
|
|
|
3,002
|
|
|
7,479
|
|
|||
Proceeds from sale of available-for-sale securities
|
11,002
|
|
|
—
|
|
|
—
|
|
|||
Additional investments in and advances to unconsolidated affiliates
|
(34,063
|
)
|
|
(8,809
|
)
|
|
(35,499
|
)
|
|||
Distributions in excess of equity in earnings of unconsolidated affiliates
|
11,310
|
|
|
43,160
|
|
|
17,907
|
|
|||
Changes in other assets
|
(13,604
|
)
|
|
(13,133
|
)
|
|
(15,408
|
)
|
|||
Net cash used in investing activities
|
(125,693
|
)
|
|
(246,683
|
)
|
|
(27,645
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from mortgage and other indebtedness
|
$
|
2,298,116
|
|
|
$
|
1,869,140
|
|
|
$
|
1,933,770
|
|
Principal payments on mortgage and other indebtedness
|
(2,179,541
|
)
|
|
(1,884,935
|
)
|
|
(2,086,461
|
)
|
|||
Additions to deferred financing costs
|
(7,739
|
)
|
|
(7,384
|
)
|
|
(19,629
|
)
|
|||
Prepayment fees on extinguishment of debt
|
(8,708
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuances of common units
|
209,547
|
|
|
172
|
|
|
179
|
|
|||
Proceeds from issuances of preferred units
|
—
|
|
|
167,078
|
|
|
—
|
|
|||
Redemption of common units
|
—
|
|
|
(9,863
|
)
|
|
—
|
|
|||
Redemption of preferred units
|
—
|
|
|
(115,000
|
)
|
|
—
|
|
|||
Contributions from CBL related to exercises of stock options
|
—
|
|
|
4,454
|
|
|
1,955
|
|
|||
Redemption of redeemable noncontrolling preferred joint venture interest
|
(408,577
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
6,530
|
|
|
7,120
|
|
|
2,079
|
|
|||
Distributions to noncontrolling interests
|
(65,187
|
)
|
|
(26,899
|
)
|
|
(29,518
|
)
|
|||
Distributions to preferred unitholders
|
(44,892
|
)
|
|
(43,738
|
)
|
|
(42,376
|
)
|
|||
Distributions to common unitholders
|
(151,355
|
)
|
|
(172,476
|
)
|
|
(168,994
|
)
|
|||
Net cash used in financing activities
|
(351,806
|
)
|
|
(212,331
|
)
|
|
(408,995
|
)
|
|||
|
|
|
|
|
|
||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(12,758
|
)
|
|
22,167
|
|
|
5,187
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
78,244
|
|
|
56,077
|
|
|
50,890
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
65,486
|
|
|
$
|
78,244
|
|
|
$
|
56,077
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
Intangible lease assets and other assets:
|
|
|
|
|
|
|
|
||||||||
Above-market leases
|
$
|
65,932
|
|
|
$
|
(41,230
|
)
|
|
$
|
69,360
|
|
|
$
|
(37,454
|
)
|
In-place leases
|
111,769
|
|
|
(60,243
|
)
|
|
117,631
|
|
|
(46,767
|
)
|
||||
Tenant relationships
|
27,381
|
|
|
(4,004
|
)
|
|
27,880
|
|
|
(3,350
|
)
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Below-market leases
|
101,901
|
|
|
(64,046
|
)
|
|
104,012
|
|
|
(57,625
|
)
|
•
|
the probability of recovery;
|
•
|
the Company’s ability and intent to retain the security for a sufficient period of time for it to recover;
|
•
|
the significance of the decline in value;
|
•
|
the time period during which there has been a significant decline in value;
|
•
|
current and future business prospects and trends of earnings;
|
•
|
relevant industry conditions and trends relative to their historical cycles; and
|
•
|
market conditions.
|
|
|
|
Gross Unrealized
|
|
|
||||||||||
|
Adjusted Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
||||||||
December 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
4,195
|
|
|
$
|
9,778
|
|
|
$
|
—
|
|
|
$
|
13,973
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stocks
|
$
|
4,195
|
|
|
$
|
12,361
|
|
|
$
|
—
|
|
|
$
|
16,556
|
|
Government and government sponsored entities
|
11,123
|
|
|
—
|
|
|
—
|
|
|
11,123
|
|
||||
|
$
|
15,318
|
|
|
$
|
12,361
|
|
|
$
|
—
|
|
|
$
|
27,679
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Denominator – basic
|
167,027
|
|
|
154,762
|
|
|
148,289
|
|
Stock options
|
—
|
|
|
3
|
|
|
3
|
|
Deemed shares related to deferred compensation arrangements
|
—
|
|
|
42
|
|
|
42
|
|
Denominator – diluted
|
167,027
|
|
|
154,807
|
|
|
148,334
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Denominator – basic
|
196,572
|
|
|
190,223
|
|
|
190,335
|
|
Stock options
|
—
|
|
|
3
|
|
|
3
|
|
Deemed units related to deferred compensation arrangements
|
—
|
|
|
42
|
|
|
42
|
|
Denominator – diluted
|
196,572
|
|
|
190,268
|
|
|
190,380
|
|
|
Redeemable
Noncontrolling
Interests
|
|
The Company
|
|
Noncontrolling Interests
|
|
|
||||||||||||||||||||
|
Unrealized Gains (Losses)
|
|
|
||||||||||||||||||||||||
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Total
|
||||||||||||||
Beginning balance, January 1, 2012
|
$
|
377
|
|
|
$
|
328
|
|
|
$
|
(2,628
|
)
|
|
$
|
6,053
|
|
|
$
|
(3,488
|
)
|
|
$
|
1,775
|
|
|
$
|
2,417
|
|
OCI before reclassifications
|
(4
|
)
|
|
23
|
|
|
2,139
|
|
|
3,510
|
|
|
(75
|
)
|
|
445
|
|
|
6,038
|
|
|||||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
2
|
|
|
(2,267
|
)
|
|
179
|
|
|
—
|
|
|
43
|
|
|
(2,043
|
)
|
|||||||
Net year-to-date period OCI
|
(4
|
)
|
|
25
|
|
|
(128
|
)
|
|
3,689
|
|
|
(75
|
)
|
|
488
|
|
|
3,995
|
|
|||||||
Ending balance, December 31, 2012
|
373
|
|
|
353
|
|
|
(2,756
|
)
|
|
9,742
|
|
|
(3,563
|
)
|
|
2,263
|
|
|
6,412
|
|
|||||||
OCI before reclassifications
|
14
|
|
|
(20
|
)
|
|
3,839
|
|
|
(2,203
|
)
|
|
259
|
|
|
$
|
(360
|
)
|
|
1,529
|
|
||||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
—
|
|
|
(2,297
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,297
|
)
|
|||||||
Net year-to-date period OCI
|
14
|
|
|
(20
|
)
|
|
1,542
|
|
|
(2,203
|
)
|
|
259
|
|
|
(360
|
)
|
|
(768
|
)
|
|||||||
Ending balance, December 31, 2013
|
$
|
387
|
|
|
$
|
333
|
|
|
$
|
(1,214
|
)
|
|
$
|
7,539
|
|
|
$
|
(3,304
|
)
|
|
$
|
1,903
|
|
|
$
|
5,644
|
|
|
Redeemable
Common
Units
|
|
Partners'
Capital
|
|
|
||||||||||||||
|
Unrealized Gains (Losses)
|
|
|
||||||||||||||||
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Hedging Agreements
|
|
Available-for-Sale Securities
|
|
Total
|
||||||||||
Beginning balance, January 1, 2012
|
$
|
377
|
|
|
$
|
328
|
|
|
$
|
(6,116
|
)
|
|
$
|
7,828
|
|
|
$
|
2,417
|
|
OCI before reclassifications
|
(4
|
)
|
|
23
|
|
|
2,064
|
|
|
3,955
|
|
|
6,038
|
|
|||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
2
|
|
|
(2,267
|
)
|
|
222
|
|
|
(2,043
|
)
|
|||||
Net year-to-date period OCI
|
(4
|
)
|
|
25
|
|
|
(203
|
)
|
|
4,177
|
|
|
3,995
|
|
|||||
Ending balance, December 31, 2012
|
373
|
|
|
353
|
|
|
(6,319
|
)
|
|
12,005
|
|
|
6,412
|
|
|||||
OCI before reclassifications
|
14
|
|
|
(20
|
)
|
|
4,098
|
|
|
(2,563
|
)
|
|
1,529
|
|
|||||
Amounts reclassified from AOCI
(1)
|
—
|
|
|
—
|
|
|
(2,297
|
)
|
|
—
|
|
|
(2,297
|
)
|
|||||
Net year-to-date period OCI
|
14
|
|
|
(20
|
)
|
|
1,801
|
|
|
(2,563
|
)
|
|
(768
|
)
|
|||||
Ending balance, December 31, 2013
|
$
|
387
|
|
|
$
|
333
|
|
|
$
|
(4,518
|
)
|
|
$
|
9,442
|
|
|
5,644
|
|
|
|
|
2012
|
|
2011
|
||||
Land
|
|
|
$
|
87,869
|
|
|
$
|
2,330
|
|
Buildings and improvements
|
|
|
379,763
|
|
|
8,220
|
|
||
Investments in unconsolidated affiliates
|
|
|
3,864
|
|
|
—
|
|
||
Tenant improvements
|
|
|
15,328
|
|
|
—
|
|
||
Above-market leases
|
|
|
15,359
|
|
|
2,030
|
|
||
In-place leases
|
|
|
65,814
|
|
|
1,570
|
|
||
Total assets
|
|
|
567,997
|
|
|
14,150
|
|
||
Mortgage note payables assumed
|
|
|
(259,470
|
)
|
|
—
|
|
||
Debt premium
|
|
|
(15,334
|
)
|
|
—
|
|
||
Below-market leases
|
|
|
(39,698
|
)
|
|
(2,650
|
)
|
||
Noncontrolling interest
|
|
|
(60,295
|
)
|
|
—
|
|
||
Value of Company's interest in joint ventures
|
|
|
(65,494
|
)
|
|
—
|
|
||
Net assets acquired
|
|
|
$
|
127,706
|
|
|
$
|
11,500
|
|
|
|
|
|
|
|
|
|
Sales Price
|
|
Gain/
(Loss)
|
||||||||
Sales Date
|
|
Property
|
|
Property Type
|
|
Location
|
|
Gross
|
|
Net
|
|
|||||||
2013 Activity:
|
|
|
|
|
|
|
|
|
|
|
||||||||
August 2013
|
|
Georgia Square & Georgia Square Plaza, Panama City Mall & The Shoppes at Panama City, RiverGate Mall and Village at RiverGate
(1)
|
|
Mall & Associated Center
|
|
Athens, GA
Panama City, FL
Nashville, TN
|
|
$
|
176,000
|
|
|
$
|
171,977
|
|
|
$
|
(19
|
)
|
March 2013
|
|
1500 Sunday Drive
|
|
Office Building
|
|
Raleigh, NC
|
|
8,300
|
|
|
7,862
|
|
|
(549
|
)
|
|||
March 2013
|
|
Peninsula I & II
|
|
Office Building
|
|
Newport News, VA
|
|
5,250
|
|
|
5,121
|
|
|
598
|
|
|||
January 2013
|
|
Lake Point & SunTrust
(2)
|
|
Office Building
|
|
Greensboro, NC
|
|
30,875
|
|
|
30,490
|
|
|
823
|
|
|||
December 2008
|
|
706 & 708 Green Valley Road
(3)
|
|
Office Building
|
|
Greensboro, NC
|
|
|
|
|
|
|
|
281
|
|
|||
|
|
Various
(4)
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|||
|
|
|
|
|
|
|
|
$
|
220,425
|
|
|
$
|
215,450
|
|
|
$
|
1,144
|
|
2012 Activity:
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 2012
|
|
Willowbrook Plaza
(5)
|
|
Community Center
|
|
Houston, TX
|
|
$
|
24,450
|
|
|
$
|
24,171
|
|
|
$
|
—
|
|
October 2012
|
|
Towne Mall
(6)
|
|
Mall
|
|
Franklin, OH
|
|
950
|
|
|
892
|
|
|
(3
|
)
|
|||
October 2012
|
|
Hickory Hollow Mall
(7)
|
|
Mall
|
|
Antioch, TN
|
|
1,000
|
|
|
966
|
|
|
(6
|
)
|
|||
July 2012
|
|
Massard Crossing
|
|
Community Center
|
|
Fort Smith, AR
|
|
7,803
|
|
|
7,432
|
|
|
98
|
|
|||
March 2012
|
|
Settlers Ridge - Phase II
(8)
|
|
Community Center
|
|
Robinson Township, PA
|
|
19,144
|
|
|
18,951
|
|
|
883
|
|
|||
January 2012
|
|
Oak Hollow Square
(9)
|
|
Community Center
|
|
High Point, NC
|
|
14,247
|
|
|
13,796
|
|
|
(1
|
)
|
|||
|
|
Various
(4)
|
|
|
|
|
|
|
|
|
|
(33
|
)
|
|||||
|
|
|
|
|
|
|
|
$
|
67,594
|
|
|
$
|
66,208
|
|
|
$
|
938
|
|
2011 Activity:
|
|
|
|
|
|
|
|
|
|
|
||||||||
November 2011
|
|
Westridge Square
(10)
|
|
Community Center
|
|
Greensboro, NC
|
|
$
|
26,125
|
|
|
25,768
|
|
|
$
|
(160
|
)
|
|
February 2011
|
|
Oak Hollow Mall
(11)
|
|
Mall
|
|
High Point, NC
|
|
9,000
|
|
|
8,847
|
|
|
6
|
|
|||
December 2010
|
|
Settler's Ridge - Phase I
|
|
Community Center
|
|
Robinson Township, PA
|
|
|
|
|
|
67
|
|
|||||
October 2010
|
|
Pemberton Square
|
|
Mall
|
|
Vicksburg, MS
|
|
|
|
|
|
39
|
|
|||||
|
|
Various
(4)
|
|
|
|
|
|
|
|
|
|
47
|
|
|||||
|
|
|
|
|
|
|
|
$
|
35,125
|
|
|
$
|
34,615
|
|
|
$
|
(1
|
)
|
(1)
|
A loss on impairment of
$5,234
was recorded in the third quarter of 2013 to write down the book value of these
six
Properties sold in a portfolio sale to the net sales price.
|
(2)
|
Classified as held for sale as of December 31, 2012.
|
(3)
|
Recognition of gain that was deferred in December 2008 upon repayment of the notes receivable for a portion of the sales price.
|
(4)
|
Reflects subsequent true-ups for settlement of estimated expenses based on actual amounts for sales that occurred in prior periods.
|
(5)
|
A loss on impairment of
$17,743
was recorded in the third quarter of 2012 to write down the book value of this Property to its then estimated fair value.
|
(6)
|
A loss on impairment of
$419
was recorded in the third quarter of 2012 to write down the book value of this Property to expected sales price.
|
(7)
|
A loss on impairment of
$8,047
was recorded in the third quarter of 2012 to write down the book value of this Property to expected sales price.
|
(8)
|
A loss on impairment of
$4,457
was recorded in the second quarter of 2011 to write down the book value of this Property to its then estimated fair value.
|
(9)
|
A loss on impairment of
$255
was recorded in the first quarter of 2012 related to the true-up of certain estimated amounts to actual amounts. Additionally, the Company wrote down the depreciated book value of this Property to the estimated sales price and recorded a loss on impairment of
$729
in the fourth quarter of 2011.
|
(10)
|
Proceeds from the sale were used to reduce the outstanding borrowings on the unsecured term facility used to acquire the Starmount Properties.
|
(11)
|
Net proceeds from the sale were used to retire the outstanding principal balance and accrued interest of
$40,281
on the non-recourse loan secured by the Property in accordance with the lender’s agreement to modify the outstanding principal balance and accrued interest to equal the net sales price for the Property and, as a result, the Company recorded a gain on extinguishment of debt of
$31,434
in the first quarter of 2011. The Company also recorded a loss on impairment in the first quarter of 2011 of
$2,746
to write down the book value of the Property to the net sales price. In the second quarter of 2010, the Company recorded a loss on impairment of
$25,435
related to the Property to write down its depreciated book value to its then estimated fair value.
|
Joint Venture
|
|
Property Name
|
|
Company's
Interest
|
|
CBL/T-C, LLC
|
|
CoolSprings Galleria, Oak Park Mall, West County Center and Pearland Town Center
|
|
60.3
|
%
|
CBL-TRS Joint Venture, LLC
|
|
Friendly Center, The Shops at Friendly Center and a portfolio of four office buildings
|
|
50.0
|
%
|
CBL-TRS Joint Venture II, LLC
|
|
Renaissance 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
|
|
65.0
|
%
|
Governor’s Square IB
|
|
Governor’s Plaza
|
|
50.0
|
%
|
Governor’s Square Company
|
|
Governor’s Square
|
|
47.5
|
%
|
High Pointe Commons, LP
|
|
High Pointe Commons
|
|
50.0
|
%
|
High Pointe Commons II-HAP, LP
|
|
High Pointe Commons - Christmas Tree Shop
|
|
50.0
|
%
|
JG Gulf Coast Town Center LLC
|
|
Gulf Coast Town Center
|
|
50.0
|
%
|
Kentucky Oaks Mall Company
|
|
Kentucky Oaks Mall
|
|
50.0
|
%
|
Mall of South Carolina L.P.
|
|
Coastal Grand—Myrtle Beach
|
|
50.0
|
%
|
Mall of South Carolina Outparcel L.P.
|
|
Coastal Grand—Myrtle Beach (Coastal Grand Crossing and vacant land)
|
|
50.0
|
%
|
Port Orange I, LLC
|
|
The Pavilion at Port Orange Phase I and one office building
|
|
50.0
|
%
|
Triangle Town Member LLC
|
|
Triangle Town Center, Triangle Town Commons and Triangle Town Place
|
|
50.0
|
%
|
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.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
ASSETS:
|
|
|
|
||||
Investment in real estate assets
|
$
|
2,167,227
|
|
|
$
|
2,143,187
|
|
Accumulated depreciation
|
(555,174
|
)
|
|
(492,864
|
)
|
||
|
1,612,053
|
|
|
1,650,323
|
|
||
Developments in progress
|
103,161
|
|
|
21,809
|
|
||
Net investment in real estate assets
|
1,715,214
|
|
|
1,672,132
|
|
||
Other assets
|
168,799
|
|
|
175,540
|
|
||
Total assets
|
$
|
1,884,013
|
|
|
$
|
1,847,672
|
|
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Mortgage and other indebtedness
|
$
|
1,468,422
|
|
|
$
|
1,456,622
|
|
Other liabilities
|
48,203
|
|
|
48,538
|
|
||
Total liabilities
|
1,516,625
|
|
|
1,505,160
|
|
||
|
|
|
|
||||
OWNERS' EQUITY:
|
|
|
|
||||
The Company
|
213,664
|
|
|
196,694
|
|
||
Other investors
|
153,724
|
|
|
145,818
|
|
||
Total owners' equity
|
367,388
|
|
|
342,512
|
|
||
Total liabilities and owners’ equity
|
$
|
1,884,013
|
|
|
$
|
1,847,672
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
243,215
|
|
|
$
|
251,628
|
|
|
$
|
177,222
|
|
Depreciation and amortization
|
(76,323
|
)
|
|
(82,534
|
)
|
|
(58,538
|
)
|
|||
Other operating expenses
|
(72,166
|
)
|
|
(76,567
|
)
|
|
(53,417
|
)
|
|||
Income from operations
|
94,726
|
|
|
92,527
|
|
|
65,267
|
|
|||
Interest income
|
1,359
|
|
|
1,365
|
|
|
1,420
|
|
|||
Interest expense
|
(76,934
|
)
|
|
(84,421
|
)
|
|
(59,972
|
)
|
|||
Gain on sales of real estate assets
|
102
|
|
|
2,063
|
|
|
1,744
|
|
|||
Net income
|
$
|
19,253
|
|
|
$
|
11,534
|
|
|
$
|
8,459
|
|
Date
|
|
Property
|
|
Stated
Interest
Rate
|
|
Maturity Date
(1)
|
|
Amount Financed
or Extended
|
||
2013 Activity:
|
|
|
|
|
|
|
||||
December
|
|
The Pavilion at Port Orange - Phase I
(2)
|
|
LIBOR + 2.0%
|
|
November 2015
|
|
$
|
62,600
|
|
December
|
|
Hammock Landing - Phase I
(3)
|
|
LIBOR + 2.0%
|
|
November 2015
|
|
41,068
|
|
|
December
|
|
Hammock Landing - Phase II
(4)
|
|
LIBOR + 2.25%
|
|
November 2015
|
|
10,757
|
|
|
March
|
|
Renaissance Center - Phase II
(5)
|
|
3.49%
|
|
April 2023
|
|
16,000
|
|
|
March
|
|
Friendly Center
(6)
|
|
3.48%
|
|
April 2023
|
|
100,000
|
|
|
March
|
|
Fremaux Town Center - Phase I
(7)
|
|
LIBOR + 2.125%
|
|
March 2016
|
|
46,000
|
|
|
|
|
|
|
|
|
|
|
|
||
2012 Activity:
|
|
|
|
|
|
|
||||
December
|
|
West County Center
(8)
|
|
3.40%
|
|
December 2022
|
|
$
|
190,000
|
|
July
|
|
Gulf Coast Town Center - Phase III
(9)
|
|
LIBOR + 2.5%
|
|
July 2015
|
|
7,000
|
|
|
February
|
|
York Town Center
(10)
|
|
4.90%
|
|
February 2022
|
|
38,000
|
|
|
March
|
|
The Pavilion at Port Orange
(11)
|
|
LIBOR + 3.5%
|
|
March 2014
|
|
64,950
|
|
(2)
|
The construction loan was extended and modified to reduce the capacity from
$64,950
to
$62,600
, reduce the interest rate from a variable-rate of LIBOR +
3.5%
to a variable-rate of LIBOR +
2.0%
and extend the maturity date. The loan has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
November 2017
. The Company has guaranteed
25%
of the construction loan.
|
(3)
|
The loan was amended and restated to extend the maturity date and reduce the interest rate from a variable-rate of LIBOR +
3.5%
to a variable-rate of LIBOR +
2.0%
. The loan has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
November 2017
. The Company has guaranteed
25%
of the loan.
|
(4)
|
A new construction loan to build a Carmike Cinema has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
November 2017
. Upon completion of the construction and opening of the Carmike Cinema, the Company's guaranty will be reduced from
100%
to
25%
and the loan will bear interest at a variable-rate of LIBOR +
2.0%
.
|
(6)
|
Net proceeds from the loan were used to retire
four
loans, scheduled to mature in
April 2013
and with an aggregate balance of
$100,000
, that were secured by Friendly Center, Friendly Center Office Building, First National Bank Building, Green Valley Office Building, First Citizens Bank Building, Wachovia Office Building and Bank of America Building.
|
(7)
|
The construction loan has
two
one
-year extension options, which are at the joint venture's election, for an outside maturity date of
March 2018
. The Company has guaranteed
100%
of the construction loan.
|
(8)
|
Net proceeds of
$189,687
were used to retire the outstanding borrowings of
$142,235
under the previous loan and excess proceeds were distributed 50/50 to the Company and its joint venture partner.
|
(9)
|
Net proceeds from the loan were distributed to the Company in accordance with the terms of the joint venture agreement and were used to reduce the outstanding balances on the Company's credit facilities. The Company has guaranteed
100%
of the loan.
|
(10)
|
Net proceeds from the loan, plus cash on hand, were used to retire a
$39,379
loan that was scheduled to mature in
March 2012
.
|
(11)
|
The construction loan was extended and modified to remove a
1%
LIBOR floor and reduce the capacity from
$98,883
to
$64,950
. The joint venture paid
$3,332
to reduce the outstanding balance on the loan to the new capacity amount. There is a one-year extension option on the loan, which is at the joint venture's election, for an outside maturity date of
March 2015
. The Company has guaranteed
100%
of the construction loan. See Note (3) above for information on the extension and modification of this loan in December 2013.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||
|
Amount
|
|
Weighted
Average
Interest
Rate
(1)
|
|
Amount
|
|
Weighted
Average
Interest
Rate
(1)
|
||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
||||
Non-recourse loans on operating properties
(2)
|
$
|
3,527,830
|
|
|
5.54%
|
|
$
|
3,776,245
|
|
|
5.42%
|
Senior unsecured notes
(3)
|
445,374
|
|
|
5.25%
|
|
—
|
|
|
—%
|
||
Financing method obligation
(4)
|
17,570
|
|
|
8.00%
|
|
18,264
|
|
|
8.00%
|
||
Total fixed-rate debt
|
3,990,774
|
|
|
5.52%
|
|
3,794,509
|
|
|
5.43%
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
||
Non-recourse term loans on operating properties
|
133,712
|
|
|
3.14%
|
|
123,875
|
|
|
3.36%
|
||
Recourse term loans on operating properties
|
51,300
|
|
|
1.87%
|
|
97,682
|
|
|
1.78%
|
||
Construction loans
|
2,983
|
|
|
2.17%
|
|
15,366
|
|
|
2.96%
|
||
Unsecured lines of credit
|
228,754
|
|
|
1.57%
|
|
475,626
|
|
|
2.07%
|
||
Secured line of credit
(5)
|
—
|
|
|
—%
|
|
10,625
|
|
|
2.46%
|
||
Unsecured term loans
|
450,000
|
|
|
1.71%
|
|
228,000
|
|
|
1.82%
|
||
Total variable-rate debt
|
866,749
|
|
|
1.91%
|
|
951,174
|
|
|
2.20%
|
||
Total
|
$
|
4,857,523
|
|
|
4.88%
|
|
$
|
4,745,683
|
|
|
4.79%
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
|
(2)
|
The Operating Partnership has
four
interest rate swaps on notional amounts totaling
$109,830
as of
December 31, 2013
and
$113,885
as of
December 31, 2012
related to
four
variable-rate loans on operating Properties to effectively fix the interest rates on the respective loans. Therefore, these amounts are reflected in fixed-rate debt at
December 31, 2013
and
2012
.
|
(3)
|
In November 2013, the Operating Partnership issued
$450,000
of senior unsecured notes in a public offering. The balance at
December 31, 2013
includes a discount of
$4,626
recorded upon issuance. See below for additional information.
|
(4)
|
This amount represents the noncontrolling partner's equity contribution related to Pearland Town Center that is accounted for as a financing due to certain terms of the CBL/T-C joint venture agreement. See
Note 5
for further information.
|
(5)
|
The Company converted its secured line of credit to an unsecured line of credit in February 2013.
|
|
Total
Capacity
|
|
Total
Outstanding
|
|
Maturity
Date
|
|
Extended
Maturity
Date
|
||||
Facility A
|
$
|
600,000
|
|
|
$
|
99,371
|
|
(1)
|
November 2015
|
|
November 2016
|
First Tennessee
|
100,000
|
|
|
5,000
|
|
|
February 2016
|
|
N/A
|
||
Facility B
|
600,000
|
|
|
124,383
|
|
(2)
|
November 2016
|
|
November 2017
|
||
|
$
|
1,300,000
|
|
|
$
|
228,754
|
|
|
|
|
|
(1)
|
There was an additional
$2,000
outstanding on this facility as of
December 31, 2013
for letters of credit. Up to
$50,000
of the capacity on this facility can be used for letters of credit.
|
(2)
|
There was an additional
$617
outstanding on this facility as of
December 31, 2013
for letters of credit. Up to
$50,000
of the capacity on this facility can be used for letters of credit.
|
(1)
|
Excludes any extension options.
|
(2)
|
Net proceeds were used to reduce the outstanding balances on the Company's credit facilities unless otherwise noted.
|
(3)
|
The consolidated joint venture, Atlanta Outlet Shoppes, LLC, closed on the non-recourse loan. Net proceeds from the non-recourse mortgage loan were used to repay a
$53,080
recourse construction loan. This Property is owned in a consolidated joint venture and the Company's share of the remaining excess proceeds were used to reduce outstanding balances on the Company's credit facilities.
|
(4)
|
The CMBS loan is non-recourse.
|
(5)
|
Net proceeds from this CMBS loan were used to retire an existing loan with a balance of
$30,763
secured by Southpark Mall and to reduce outstanding balances on the Company's credit facilities.
|
(6)
|
The non-recourse loan with an insurance company was used to reduce outstanding balances on the Company's credit facilities, which had been used in April 2012 and February 2012 to retire the outstanding balances on the maturing loans on CBL Centers II and I of
$9,078
and
$12,818
, respectively.
|
Date
|
|
Property
|
|
Interest
Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
(1)
|
||
2013 Activity:
|
|
|
|
|
|
|
||||
December
|
|
Northpark Mall
|
|
5.75%
|
|
March 2014
|
|
$
|
32,684
|
|
June
|
|
Mid Rivers Mall
(2)
|
|
5.88%
|
|
May 2021
|
|
88,410
|
|
|
April
|
|
South County Center
(3)
|
|
4.96%
|
|
October 2013
|
|
71,740
|
|
|
January
|
|
Westmoreland Mall
|
|
5.05%
|
|
March 2013
|
|
63,639
|
|
|
|
|
|
|
|
|
|
|
|
||
2012 Activity:
|
|
|
|
|
|
|
||||
October
|
|
Monroeville Mall
|
|
5.73%
|
|
January 2013
|
|
$
|
106,895
|
|
May
|
|
Southpark Mall
(4)
|
|
7.00%
|
|
May 2012
|
|
30,763
|
|
|
April
|
|
CBL Center II
|
|
4.50%
|
|
February 2013
|
|
9,078
|
|
|
March
|
|
Arbor Place, Jefferson Mall, The Landing at Arbor Place, Old Hickory Mall, WestGate Mall
|
|
6.50%-6.51%
|
|
July 2012
|
|
180,022
|
|
|
February
|
|
CBL Center I
|
|
6.25%
|
|
August 2012
|
|
12,818
|
|
|
February
|
|
The Courtyard at Hickory Hollow, Hickory Hollow Mall
(5)
|
|
6.00%
|
|
October 2018
|
|
25,962
|
|
|
February
|
|
Fashion Square Mall, Northwoods Mall, Randolph Mall, Regency Mall
|
|
6.50%-6.51%
|
|
July 2012
|
|
141,235
|
|
|
January
|
|
Massard Crossing, Pemberton Plaza, Willowbrook Plaza
(5)
|
|
7.54%
|
|
February 2012
|
|
34,349
|
|
(1)
|
The Company retired the loans with borrowings from its credit facilities unless otherwise noted.
|
(2)
|
The Company recorded an
$8,936
loss on extinguishment of debt, which consisted of a
$8,708
prepayment fee and
$228
of unamortized debt issuance costs.
|
(3)
|
The Company recorded a loss on extinguishment of debt of
$172
from the write-off of an unamortized discount.
|
(4)
|
Proceeds from a new loan on Southpark Mall that closed in May 2012 were used to retire the existing loan.
|
(5)
|
Hickory Hollow Mall, Massard Crossing and Willowbrook Plaza were sold and are included in discontinued operations. See
Note 4
for further information.
|
(1)
|
Excludes any extension options.
|
(2)
|
Proceeds were used to reduce the balances on the Company's credit facilities unless otherwise noted.
|
(3)
|
The non-recourse loan has
two
one
-year extension options, which are at the Company's option, for an outside maturity date of June 2018.
|
(4)
|
The recourse loan was extended and modified to reduce the capacity from
$20,911
to equal the outstanding balance of
$13,568
and extend the maturity date.
|
(1)
|
The Company retired the loans with borrowings from its credit facilities
.
|
Ratio
|
|
Required
|
|
Actual
|
Debt to total asset value
|
|
< 60%
|
|
51.6%
|
Ratio of unencumbered asset value to unsecured indebtedness
|
|
> 1.60x
|
|
2.51x
|
Ratio of unencumbered NOI to unsecured interest expense
|
|
> 1.75x
|
|
6.15x
|
Ratio of EBITDA to fixed charges (debt service)
|
|
> 1.50x
|
|
2.20x
|
Ratio
|
|
Required
|
|
Actual
|
Total debt to total assets
|
|
< 60%
|
|
54.7%
|
Secured debt to total assets
|
|
<45%
(1)
|
|
41.3%
|
Total unencumbered assets to unsecured debt
|
|
>150%
|
|
244.9%
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.50x
|
|
3.20x
|
(1)
|
On January 1, 2020 and thereafter, secured debt to total assets must be less than
40%
.
|
2014
|
$
|
284,205
|
|
2015
|
631,704
|
|
|
2016
|
922,095
|
|
|
2017
|
552,514
|
|
|
2018
|
671,936
|
|
|
Thereafter
|
1,789,380
|
|
|
|
4,851,834
|
|
|
Net unamortized premiums
|
5,689
|
|
|
|
$
|
4,857,523
|
|
Interest Rate
Derivative
|
|
Number of
Instruments
|
|
Notional
Amount
|
||
Interest Rate Cap
|
|
1
|
|
$
|
122,375
|
|
Interest Rate Swaps
|
|
4
|
|
$
|
109,830
|
|
Instrument Type
|
|
Location in
Consolidated
Balance Sheet
|
|
Notional
Amount
|
|
Designated
Benchmark
Interest
Rate
|
|
Strike
Rate
|
|
Fair Value at 12/31/13
|
|
Fair Value at 12/31/12
|
|
Maturity
Date
|
|||||
Cap
|
|
Intangible lease assets
and other assets |
|
$ 122,375
(amortizing to $122,375) |
|
3-month
LIBOR |
|
5.000
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Jan 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 53,093
(amortizing to $48,337) |
|
1-month
LIBOR |
|
2.149
|
%
|
|
$
|
(1,915
|
)
|
|
$
|
(2,775
|
)
|
|
Apr 2016
|
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 33,243
(amortizing to $30,276) |
|
1-month
LIBOR |
|
2.187
|
%
|
|
(1,226
|
)
|
|
(1,776
|
)
|
|
Apr 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 12,427
(amortizing to $11,313) |
|
1-month
LIBOR |
|
2.142
|
%
|
|
(446
|
)
|
|
(647
|
)
|
|
Apr 2016
|
||
Pay fixed/ Receive
variable Swap |
|
Accounts payable and
accrued liabilities |
|
$ 11,067
(amortizing to $10,083) |
|
1-month
LIBOR |
|
2.236
|
%
|
|
(420
|
)
|
|
(607
|
)
|
|
Apr 2016
|
||
|
|
|
|
|
|
|
|
|
|
$
|
(4,007
|
)
|
|
$
|
(5,805
|
)
|
|
|
Hedging
Instrument
|
|
Gain (Loss) Recognized in OCI/L
(Effective Portion)
|
|
Location of Losses Reclassified from AOCI/L into Earnings (Effective Portion)
|
|
Loss Recognized in Earnings
(Effective Portion)
|
|
Location of Gain (Loss) Recognized in Earnings (Ineffective Portion)
|
|
Gain
Recognized in
Earnings
(Ineffective Portion)
|
||||||||||||||||||||||||
|
2013
|
2012
|
2011
|
|
|
2013
|
2012
|
2011
|
|
|
2013
|
2012
|
2011
|
|||||||||||||||||||||
Interest rate contracts
|
|
$
|
1,815
|
|
$
|
(207
|
)
|
$
|
(5,521
|
)
|
|
Interest Expense
|
|
$
|
(2,297
|
)
|
$
|
(2,267
|
)
|
$
|
(1,904
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Number of Shares
Settled |
|
Gross
Proceeds |
|
Net
Proceeds |
|
Weighted-average
Sales Price |
|||||||
2013:
|
|
|
|
|
|
|
|
|
|||||||
First quarter
|
|
1,889,105
|
|
|
$
|
44,459
|
|
|
$
|
43,904
|
|
|
$
|
23.53
|
|
Second quarter
|
|
6,530,193
|
|
|
167,034
|
|
|
165,692
|
|
|
25.58
|
|
|||
Total
|
|
8,419,298
|
|
|
$
|
211,493
|
|
|
$
|
209,596
|
|
|
$
|
25.12
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Dividends declared:
|
|
|
|
|
|
||||||
Common stock
|
$
|
0.98
|
|
|
$
|
0.83
|
|
|
$
|
0.84
|
|
Series C preferred stock
|
$
|
—
|
|
|
$
|
14.53
|
|
(1)
|
$
|
19.38
|
|
Series D preferred stock
|
$
|
18.44
|
|
|
$
|
18.44
|
|
|
$
|
18.44
|
|
Series E preferred stock
|
$
|
16.56
|
|
|
$
|
3.91
|
|
(2)
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Allocations:
|
|
|
|
|
|
|
|
|
|||
Common stock
|
|
|
|
|
|
|
|
|
|||
Ordinary income
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|||
Capital gains 25% rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Return of capital
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|||
|
|
|
|
|
|
||||||
Preferred stock
(3)
|
|
|
|
|
|
|
|
|
|||
Ordinary income
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|||
Capital gains 25% rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
(1)
|
Represents the
three
regular quarterly dividends paid in 2012, prior to the redemption on November 5, 2012.
|
(2)
|
Represents dividends for the partial quarter covering October 5, 2012 through December 31, 2012.
|
(3)
|
The allocations for income tax purposes are the same for each series of preferred stock for each period presented.
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Beginning Balance
|
$
|
423,834
|
|
|
$
|
423,834
|
|
Net income attributable to redeemable noncontrolling preferred joint venture interest
|
14,637
|
|
|
20,686
|
|
||
Distributions to redeemable noncontrolling preferred joint venture interest
|
(19,894
|
)
|
|
(20,686
|
)
|
||
Reduction to preferred liquidation value of PJV units
|
(10,000
|
)
|
|
—
|
|
||
Redemption of noncontrolling preferred joint venture interest
|
(408,577
|
)
|
|
—
|
|
||
Ending Balance
|
$
|
—
|
|
|
$
|
423,834
|
|
2014
|
$
|
605,325
|
|
2015
|
538,039
|
|
|
2016
|
466,957
|
|
|
2017
|
395,155
|
|
|
2018
|
315,861
|
|
|
Thereafter
|
1,085,988
|
|
|
|
$
|
3,407,325
|
|
Year Ended December 31, 2013
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All
Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
930,081
|
|
|
$
|
41,726
|
|
|
$
|
17,937
|
|
|
$
|
63,881
|
|
|
$
|
1,053,625
|
|
Property operating expenses
(2)
|
|
(300,172
|
)
|
|
(10,298
|
)
|
|
(3,568
|
)
|
|
17,831
|
|
|
(296,207
|
)
|
|||||
Interest expense
|
|
(206,779
|
)
|
|
(8,148
|
)
|
|
(2,397
|
)
|
|
(14,532
|
)
|
|
(231,856
|
)
|
|||||
Other expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,826
|
)
|
|
(28,826
|
)
|
|||||
Gain on sales of real estate assets
|
|
295
|
|
|
—
|
|
|
452
|
|
|
1,233
|
|
|
1,980
|
|
|||||
Segment profit
|
|
$
|
423,425
|
|
|
$
|
23,280
|
|
|
$
|
12,424
|
|
|
$
|
39,587
|
|
|
$
|
498,716
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(278,911
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,867
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,825
|
|
|||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,108
|
)
|
|||||
Loss on impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70,049
|
)
|
|||||
Gain on investment
|
|
|
|
|
|
|
|
|
|
2,400
|
|
|||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,616
|
|
|||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,305
|
)
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
115,317
|
|
||||
Total assets
|
|
$
|
5,917,437
|
|
|
$
|
274,234
|
|
|
$
|
222,576
|
|
|
$
|
371,724
|
|
|
$
|
6,785,971
|
|
Capital expenditures
(3)
|
|
$
|
203,210
|
|
|
$
|
10,718
|
|
|
$
|
8,052
|
|
|
$
|
126,803
|
|
|
$
|
348,783
|
|
Year Ended December 31, 2012
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All
Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
901,249
|
|
|
$
|
40,212
|
|
|
$
|
13,361
|
|
|
$
|
48,021
|
|
|
$
|
1,002,843
|
|
Property operating expenses
(2)
|
|
(286,919
|
)
|
|
(9,933
|
)
|
|
(3,219
|
)
|
|
23,317
|
|
|
(276,754
|
)
|
|||||
Interest expense
|
|
(214,216
|
)
|
|
(8,449
|
)
|
|
(2,517
|
)
|
|
(17,175
|
)
|
|
(242,357
|
)
|
|||||
Other expense
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(25,066
|
)
|
|
(25,078
|
)
|
|||||
Gain on sales of real estate assets
|
|
1,188
|
|
|
202
|
|
|
608
|
|
|
288
|
|
|
2,286
|
|
|||||
Segment profit
|
|
$
|
401,290
|
|
|
$
|
22,032
|
|
|
$
|
8,233
|
|
|
$
|
29,385
|
|
|
460,940
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(255,460
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51,251
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,953
|
|
|||||
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
265
|
|
|||||||||
Loss on impairment of real estate
|
|
|
|
|
|
|
|
|
|
(24,379
|
)
|
|||||||||
Gain on investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,072
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
8,313
|
|
||||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,404
|
)
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
186,049
|
|
||||
Total assets
|
|
$
|
6,213,801
|
|
|
$
|
302,225
|
|
|
$
|
203,261
|
|
|
$
|
370,449
|
|
|
$
|
7,089,736
|
|
Capital expenditures
(3)
|
|
$
|
608,190
|
|
|
$
|
6,630
|
|
|
$
|
13,884
|
|
|
$
|
76,319
|
|
|
$
|
705,023
|
|
Year Ended December 31, 2011
|
|
Malls
|
|
Associated
Centers
|
|
Community
Centers
|
|
All
Other
(1)
|
|
Total
|
||||||||||
Revenues
|
|
$
|
922,529
|
|
|
$
|
38,909
|
|
|
$
|
12,036
|
|
|
$
|
46,425
|
|
|
$
|
1,019,899
|
|
Property operating expenses
(2)
|
|
(294,937
|
)
|
|
(9,687
|
)
|
|
(3,122
|
)
|
|
22,784
|
|
|
(284,962
|
)
|
|||||
Interest expense
|
|
(229,056
|
)
|
|
(8,516
|
)
|
|
(4,478
|
)
|
|
(20,558
|
)
|
|
(262,608
|
)
|
|||||
Other expense
|
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
(28,498
|
)
|
|
(28,898
|
)
|
|||||
Gain on sales of real estate assets
|
|
57,621
|
|
|
301
|
|
|
1,193
|
|
|
281
|
|
|
59,396
|
|
|||||
Segment profit
|
|
$
|
456,157
|
|
|
$
|
20,607
|
|
|
$
|
5,629
|
|
|
$
|
20,434
|
|
|
502,827
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(261,562
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44,751
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,578
|
|
|||||
Gain on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,029
|
|
|||||
Loss on impairment of real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51,304
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
6,138
|
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269
|
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
155,224
|
|
||||
Total assets
|
|
$
|
5,954,414
|
|
|
$
|
308,858
|
|
|
$
|
265,675
|
|
|
$
|
190,481
|
|
|
$
|
6,719,428
|
|
Capital expenditures
(3)
|
|
$
|
265,478
|
|
|
$
|
213,364
|
|
|
$
|
21,452
|
|
|
$
|
16,984
|
|
|
$
|
517,278
|
|
(1)
|
The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and the Company’s subsidiary that provides security and maintenance services.
|
(2)
|
Property operating expenses include property operating, real estate taxes and maintenance and repairs.
|
(3)
|
Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Accrued dividends and distributions payable
|
$
|
50,523
|
|
|
$
|
43,689
|
|
|
$
|
41,717
|
|
Additions to real estate assets accrued but not yet paid
|
20,625
|
|
|
22,468
|
|
|
21,771
|
|
|||
Reduction to preferred liquidation value of PJV units
|
10,000
|
|
|
—
|
|
|
—
|
|
|||
Discount on issuance of 5.250% Senior Notes due 2023
|
(4,626
|
)
|
|
—
|
|
|
—
|
|
|||
Trade-in allowance - aircraft
|
2,800
|
|
|
—
|
|
|
—
|
|
|||
Notes receivable from sale of land
|
7,430
|
|
|
—
|
|
|
—
|
|
|||
Issuance of noncontrolling interests in Operating Partnership
|
—
|
|
|
14,000
|
|
|
—
|
|
|||
Conversion of Operating Partnership units to common stock
|
—
|
|
|
59,738
|
|
|
729
|
|
|||
Addition to real estate assets from conversion of note receivable
|
—
|
|
|
4,522
|
|
|
—
|
|
|||
Assumption of mortgage notes payable in acquisitions
|
—
|
|
|
220,634
|
|
|
—
|
|
|||
Consolidation of joint venture:
|
|
|
|
|
|
|
|
||||
Decrease in investment in unconsolidated affiliates
|
—
|
|
|
(15,643
|
)
|
|
—
|
|
|||
Increase in real estate assets
|
—
|
|
|
111,407
|
|
|
—
|
|
|||
Increase in intangible lease and other assets
|
—
|
|
|
18,426
|
|
|
—
|
|
|||
Increase in mortgage and other indebtedness
|
—
|
|
|
54,169
|
|
|
—
|
|
|||
Deconsolidation of joint ventures:
|
|
|
|
|
|
|
|
||||
Decrease in real estate assets
|
—
|
|
|
—
|
|
|
365,971
|
|
|||
Decrease in intangible lease and other assets
|
—
|
|
|
—
|
|
|
26,798
|
|
|||
Decrease in mortgage notes payable
|
—
|
|
|
—
|
|
|
(266,224
|
)
|
|||
Increase in investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(123,651
|
)
|
|||
Decrease in accounts payable and accrued liabilities
|
—
|
|
|
—
|
|
|
(4,395
|
)
|
|||
Additions to real estate assets from forgiveness of mortgage note receivable
|
—
|
|
|
—
|
|
|
2,235
|
|
2014
|
$
|
766
|
|
2015
|
772
|
|
|
2016
|
789
|
|
|
2017
|
789
|
|
|
2018
|
798
|
|
|
Thereafter
|
27,657
|
|
|
|
$
|
31,571
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Fair Value at December 31, 2013
|
|
Quoted Prices in Active Markets
for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
13,973
|
|
|
$
|
13,973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate cap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
4,007
|
|
|
$
|
—
|
|
|
$
|
4,007
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Fair Value at December 31, 2012
|
|
Quoted Prices in Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
27,679
|
|
|
$
|
16,556
|
|
|
$
|
—
|
|
|
$
|
11,123
|
|
Privately-held debt and equity securities
|
2,475
|
|
|
—
|
|
|
—
|
|
|
2,475
|
|
||||
Interest rate cap
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
$
|
5,805
|
|
|
$
|
—
|
|
|
$
|
5,805
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||
Available-for-sale securities (Level 3):
|
|
2013
|
|
2012
|
||||
Balance, beginning of period
|
|
$
|
11,123
|
|
|
$
|
11,829
|
|
Redemption of TIF bonds
|
|
(11,002
|
)
|
|
—
|
|
||
Reclassification adjustment AOCI
|
|
—
|
|
|
1,542
|
|
||
Transfer out of Level 3
(1)
|
|
(121
|
)
|
|
(2,248
|
)
|
||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
11,123
|
|
(1)
|
The TIF bonds were adjusted to their net realizable value as of December 31, 2012 and redeemed in January 2013. The difference in estimate was recorded as a transfer to long-lived assets.
|
|
|
Year Ended December 31,
|
||||||
Privately-held debt and equity securities (Level 3):
|
|
2013
|
|
2012
|
||||
Balance, beginning of period
|
|
$
|
2,475
|
|
|
$
|
2,475
|
|
Net settlement
|
|
(4,875
|
)
|
|
—
|
|
||
Realized gain recorded in earnings
|
|
2,400
|
|
|
—
|
|
||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
2,475
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
Total
|
|
Quoted Prices in Active
Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Total Losses
|
||||||||||
2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets
|
$
|
31,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,900
|
|
|
$
|
67,665
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-lived assets
|
$
|
8,173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,173
|
|
|
$
|
23,315
|
|
|
Madison
Square
(1)
|
|
Citadel Mall
(2)
|
|
Total
|
||||||
Beginning carrying value, January 1, 2013
|
$
|
57,231
|
|
|
$
|
45,178
|
|
|
$
|
102,409
|
|
Capital expenditures
|
5
|
|
|
262
|
|
|
267
|
|
|||
Depreciation expense
|
(2,024
|
)
|
|
(1,380
|
)
|
|
(3,404
|
)
|
|||
Loss on impairment of real estate
|
(47,212
|
)
|
|
(20,453
|
)
|
|
(67,665
|
)
|
|||
Ending carrying value, December 31, 2013
|
$
|
8,000
|
|
|
$
|
23,607
|
|
|
$
|
31,607
|
|
|
Imperial Valley
Commons L.P.
(1)
|
|
The Courtyard
at Hickory
Hollow
(2)
|
|
Total
|
||||||
Beginning carrying value, January 1, 2012
|
$
|
25,403
|
|
|
$
|
5,754
|
|
|
$
|
31,157
|
|
Capital expenditures
|
264
|
|
|
644
|
|
|
908
|
|
|||
Depreciation expense
|
(22
|
)
|
|
(124
|
)
|
|
(146
|
)
|
|||
Loss on impairment of real estate
|
(20,315
|
)
|
|
(3,000
|
)
|
|
(23,315
|
)
|
|||
Ending carrying value, December 31, 2012
|
$
|
5,330
|
|
|
$
|
3,274
|
|
|
$
|
8,604
|
|
|
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested at January 1, 2013
|
346,860
|
|
|
$
|
17.06
|
|
Granted
|
352,816
|
|
|
$
|
20.17
|
|
Vested
|
(209,470
|
)
|
|
$
|
18.41
|
|
Forfeited
|
(11,990
|
)
|
|
$
|
18.45
|
|
Nonvested at December 31, 2013
|
478,216
|
|
|
$
|
18.72
|
|
Year Ended December 31, 2013
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
(1)
|
||||||||||
Total revenues
|
$
|
258,482
|
|
|
$
|
255,584
|
|
|
$
|
257,550
|
|
|
$
|
282,009
|
|
|
$
|
1,053,625
|
|
Income from operations
(2)
|
93,607
|
|
|
77,081
|
|
|
97,709
|
|
|
62,368
|
|
|
330,765
|
|
|||||
Income from continuing operations
(3)
|
37,845
|
|
|
16,255
|
|
|
52,234
|
|
|
8,983
|
|
|
115,317
|
|
|||||
Discontinued operations
|
2,040
|
|
|
1,984
|
|
|
(8,057
|
)
|
|
(914
|
)
|
|
(4,947
|
)
|
|||||
Net income
|
39,885
|
|
|
18,239
|
|
|
44,177
|
|
|
8,069
|
|
|
110,370
|
|
|||||
Net income attributable to the Company
|
30,313
|
|
|
11,724
|
|
|
34,324
|
|
|
8,843
|
|
|
85,204
|
|
|||||
Net income (loss) attributable to common shareholders
|
19,090
|
|
|
501
|
|
|
23,101
|
|
|
(2,380
|
)
|
|
40,312
|
|
|||||
Basic per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations, net of preferred dividends
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.27
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.12
|
|
|
$
|
0.00
|
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.24
|
|
Diluted per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations, net of preferred dividends
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.27
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.12
|
|
|
$
|
0.00
|
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.24
|
|
Year Ended December 31, 2012
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
(1)
|
||||||||||
Total revenues
|
$
|
238,894
|
|
|
$
|
244,516
|
|
|
$
|
249,185
|
|
|
$
|
270,248
|
|
|
$
|
1,002,843
|
|
Income from operations
|
89,271
|
|
|
92,232
|
|
|
94,409
|
|
|
94,009
|
|
|
369,921
|
|
|||||
Income from continuing operations
(4)
|
32,768
|
|
|
34,674
|
|
|
36,166
|
|
|
82,441
|
|
|
186,049
|
|
|||||
Discontinued operations
|
3,783
|
|
|
4,719
|
|
|
(23,674
|
)
|
|
3,642
|
|
|
(11,530
|
)
|
|||||
Net income
|
36,551
|
|
|
39,393
|
|
|
12,492
|
|
|
86,083
|
|
|
174,519
|
|
|||||
Net income attributable to the Company
|
26,049
|
|
|
29,391
|
|
|
8,074
|
|
|
68,086
|
|
|
131,600
|
|
|||||
Net income (loss) attributable to common shareholders
|
15,455
|
|
|
18,797
|
|
|
(2,520
|
)
|
|
52,357
|
|
|
84,089
|
|
|||||
Basic per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations, net of preferred dividends
|
$
|
0.08
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.31
|
|
|
$
|
0.60
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.10
|
|
|
$
|
0.12
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.33
|
|
|
$
|
0.54
|
|
Diluted per share data attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations, net of preferred dividends
|
$
|
0.08
|
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.31
|
|
|
$
|
0.60
|
|
Net income (loss) attributable to common shareholders
|
$
|
0.10
|
|
|
$
|
0.12
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.33
|
|
|
$
|
0.54
|
|
(1)
|
The sum of quarterly earnings per share may differ from annual earnings per share due to rounding.
|
(2)
|
Income from operations for the quarters ended June 30, 2013 and December 31, 2013 includes a
$20,453
and
$47,212
loss on impairment of real estate related to Citadel Mall and Madison Square, respectively (see
Note 15
).
|
(3)
|
Income from continuing operations for the quarter ended June 30, 2013 includes a
$9,108
loss on extinguishment of debt, which was primarily due to a
$8,708
prepayment fee, and a
$2,400
gain on investment related to the repayment by Jinsheng of a note receivable (see
Note 6
and
Note 15
). Income from continuing operations for the quarter ended September 30, 2013 includes a partial litigation settlement of
$8,240
(see
Note 14
).
|
(4)
|
Income from continuing operations for the quarter ended December 31, 2012 includes a
$45,072
gain on investment related to the Company's acquisition of a joint venture partner's interest in one Property (see
Note 3
).
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Tenant receivables - allowance for doubtful accounts:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
1,977
|
|
|
$
|
1,760
|
|
|
$
|
3,167
|
|
Additions in allowance charged to expense
|
1,253
|
|
|
798
|
|
|
1,670
|
|
|||
Transfer to other receivables - allowance
|
—
|
|
|
—
|
|
|
(1,400
|
)
|
|||
Bad debts charged against allowance
|
(851
|
)
|
|
(581
|
)
|
|
(1,677
|
)
|
|||
Balance, end of year
|
$
|
2,379
|
|
|
$
|
1,977
|
|
|
$
|
1,760
|
|
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Other receivables - allowance for doubtful accounts:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
1,270
|
|
|
$
|
1,400
|
|
|
$
|
—
|
|
Additions in allowance charged to expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfer from tenant receivables - allowance
|
—
|
|
|
—
|
|
|
1,400
|
|
|||
Bad debts charged against allowance
|
(29
|
)
|
|
(130
|
)
|
|
—
|
|
|||
Balance, end of year
|
$
|
1,241
|
|
|
$
|
1,270
|
|
|
$
|
1,400
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial Cost(A)
|
|
|
|
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
||||||||||||||||||||||||||
Description /Location
|
|
Encumbrances
(B)
|
|
Land
|
|
Buildings and Improvements
|
|
Costs
Capitalized Subsequent to Acquisition
|
|
Sales of Outparcel
Land
|
|
Land
|
|
Buildings and Improvements
|
|
Total (C)
|
|
Accumulated Depreciation (D)
|
|
Date of Construction
/ Acquisition
|
||||||||||||||||||
MALLS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Acadiana Mall, Lafayette, LA
|
|
134,933
|
|
|
22,511
|
|
|
145,769
|
|
|
14,875
|
|
|
—
|
|
|
22,511
|
|
|
160,644
|
|
|
183,155
|
|
|
(57,868
|
)
|
|
2005
|
|||||||||
Alamance Crossing, Burlington, NC
|
|
49,350
|
|
|
20,853
|
|
|
63,105
|
|
|
39,269
|
|
|
(2,528
|
)
|
|
18,325
|
|
|
102,374
|
|
|
120,699
|
|
|
(20,199
|
)
|
|
2007
|
|||||||||
Arbor Place, Douglasville, GA
|
|
119,319
|
|
|
7,862
|
|
|
95,330
|
|
|
24,280
|
|
|
—
|
|
|
7,862
|
|
|
119,610
|
|
|
127,472
|
|
|
(48,683
|
)
|
|
1998-1999
|
|||||||||
Asheville Mall, Asheville, NC
|
|
74,819
|
|
|
7,139
|
|
|
58,747
|
|
|
49,461
|
|
|
(805
|
)
|
|
6,334
|
|
|
108,208
|
|
|
114,542
|
|
|
(41,478
|
)
|
|
1998
|
|||||||||
Bonita Lakes Mall, Meridian, MS
|
|
—
|
|
|
4,924
|
|
|
31,933
|
|
|
6,700
|
|
|
(985
|
)
|
|
4,924
|
|
|
37,648
|
|
|
42,572
|
|
|
(16,505
|
)
|
|
1997
|
|||||||||
Brookfield Square, Brookfield, WI
|
|
90,117
|
|
|
8,996
|
|
|
84,250
|
|
|
45,413
|
|
|
(18
|
)
|
|
9,170
|
|
|
129,471
|
|
|
138,641
|
|
|
(46,005
|
)
|
|
2001
|
|||||||||
Burnsville Center, Burnsville, MN
|
|
77,565
|
|
|
12,804
|
|
|
71,355
|
|
|
52,440
|
|
|
(1,157
|
)
|
|
16,102
|
|
|
119,340
|
|
|
135,442
|
|
|
(44,771
|
)
|
|
1998
|
|||||||||
Cary Towne Center, Cary, NC
|
|
53,679
|
|
|
23,688
|
|
|
74,432
|
|
|
27,383
|
|
|
—
|
|
|
23,701
|
|
|
101,802
|
|
|
125,503
|
|
|
(33,569
|
)
|
|
2001
|
|||||||||
Chapel Hill Mall, Akron, OH
|
|
68,681
|
|
|
6,578
|
|
|
68,043
|
|
|
13,764
|
|
|
—
|
|
|
6,578
|
|
|
81,807
|
|
|
88,385
|
|
|
(22,428
|
)
|
|
2004
|
|||||||||
CherryVale Mall, Rockford, IL
|
|
80,364
|
|
|
11,892
|
|
|
63,973
|
|
|
54,905
|
|
|
(1,667
|
)
|
|
11,608
|
|
|
117,495
|
|
|
129,103
|
|
|
(36,086
|
)
|
|
2001
|
|||||||||
Chesterfield Mall, Chesterfield, MO
|
|
140,000
|
|
|
11,083
|
|
|
282,140
|
|
|
2,433
|
|
|
—
|
|
|
11,083
|
|
|
284,573
|
|
|
295,656
|
|
|
(58,711
|
)
|
|
2007
|
|||||||||
Citadel Mall, Charleston, SC
|
|
68,169
|
|
|
10,990
|
|
|
44,008
|
|
|
(30,065
|
)
|
|
(1,289
|
)
|
|
4,926
|
|
|
18,718
|
|
|
23,644
|
|
|
(461
|
)
|
|
2001
|
|||||||||
College Square, Morristown, TN
|
|
—
|
|
|
2,954
|
|
|
17,787
|
|
|
22,847
|
|
|
(88
|
)
|
|
2,866
|
|
|
40,634
|
|
|
43,500
|
|
|
(18,915
|
)
|
|
1987-1988
|
|||||||||
Columbia Place, Columbia, SC
|
|
27,265
|
|
|
1,526
|
|
|
52,348
|
|
|
(47,218
|
)
|
|
(423
|
)
|
|
1,103
|
|
|
5,130
|
|
|
6,233
|
|
|
(476
|
)
|
|
2002
|
|||||||||
Cross Creek Mall, Fayetteville, NC
|
|
133,964
|
|
|
19,155
|
|
|
104,353
|
|
|
31,147
|
|
|
—
|
|
|
20,169
|
|
|
134,486
|
|
|
154,655
|
|
|
(32,559
|
)
|
|
2003
|
|||||||||
Dakota Square Mall, Minot, ND
|
|
57,642
|
|
|
4,552
|
|
|
87,625
|
|
|
2,296
|
|
|
—
|
|
|
4,552
|
|
|
89,921
|
|
|
94,473
|
|
|
(4,401
|
)
|
|
2012
|
|||||||||
Eastland Mall, Bloomington, IL
|
|
59,400
|
|
|
5,746
|
|
|
75,893
|
|
|
7,255
|
|
|
(754
|
)
|
|
5,304
|
|
|
82,836
|
|
|
88,140
|
|
|
(24,442
|
)
|
|
2005
|
|||||||||
East Towne Mall, Madison, WI
|
|
68,539
|
|
|
4,496
|
|
|
63,867
|
|
|
41,566
|
|
|
(366
|
)
|
|
4,130
|
|
|
105,433
|
|
|
109,563
|
|
|
(35,160
|
)
|
|
2002
|
|||||||||
EastGate Mall , Cincinnati, OH
|
|
41,101
|
|
|
13,046
|
|
|
44,949
|
|
|
26,666
|
|
|
(1,017
|
)
|
|
12,029
|
|
|
71,615
|
|
|
83,644
|
|
|
(23,936
|
)
|
|
2001
|
|||||||||
Fashion Square, Saginaw, MI
|
|
40,675
|
|
|
15,218
|
|
|
64,970
|
|
|
11,513
|
|
|
—
|
|
|
15,218
|
|
|
76,483
|
|
|
91,701
|
|
|
(26,199
|
)
|
|
2001
|
|||||||||
Fayette Mall, Lexington, KY
|
|
175,318
|
|
|
25,194
|
|
|
84,267
|
|
|
72,269
|
|
|
11
|
|
|
25,205
|
|
|
156,536
|
|
|
181,741
|
|
|
(41,777
|
)
|
|
2001
|
|||||||||
Frontier Mall , Cheyenne, WY
|
|
—
|
|
|
2,681
|
|
|
15,858
|
|
|
18,654
|
|
|
—
|
|
|
2,681
|
|
|
34,512
|
|
|
37,193
|
|
|
(18,867
|
)
|
|
1984-1985
|
|||||||||
Foothills Mall, Maryville, TN
|
|
—
|
|
|
5,558
|
|
|
25,244
|
|
|
11,652
|
|
|
—
|
|
|
5,558
|
|
|
36,896
|
|
|
42,454
|
|
|
(22,010
|
)
|
|
1996
|
|||||||||
Greenbrier Mall, Chesapeake, VA
|
|
75,543
|
|
|
3,181
|
|
|
107,355
|
|
|
12,887
|
|
|
(626
|
)
|
|
2,555
|
|
|
120,242
|
|
|
122,797
|
|
|
(30,140
|
)
|
|
2004
|
|||||||||
Hamilton Place, Chattanooga, TN
|
|
103,888
|
|
|
3,532
|
|
|
42,623
|
|
|
39,866
|
|
|
(441
|
)
|
|
3,091
|
|
|
82,489
|
|
|
85,580
|
|
|
(41,954
|
)
|
|
2007
|
|||||||||
Hanes Mall, Winston-Salem, NC
|
|
153,977
|
|
|
17,176
|
|
|
133,376
|
|
|
45,635
|
|
|
(948
|
)
|
|
16,808
|
|
|
178,431
|
|
|
195,239
|
|
|
(57,508
|
)
|
|
2001
|
|||||||||
Harford Mall, Bel Air, MD
|
|
—
|
|
|
8,699
|
|
|
45,704
|
|
|
21,590
|
|
|
—
|
|
|
8,699
|
|
|
67,294
|
|
|
75,993
|
|
|
(19,236
|
)
|
|
2003
|
|||||||||
Hickory Point, (Forsyth) Decatur, IL
|
|
29,005
|
|
|
10,731
|
|
|
31,728
|
|
|
12,450
|
|
|
(293
|
)
|
|
10,439
|
|
|
44,177
|
|
|
54,616
|
|
|
(14,573
|
)
|
|
2005
|
|||||||||
Honey Creek Mall, Terre Haute, IN
|
|
29,988
|
|
|
3,108
|
|
|
83,358
|
|
|
12,367
|
|
|
—
|
|
|
3,108
|
|
|
95,725
|
|
|
98,833
|
|
|
(24,809
|
)
|
|
2004
|
|||||||||
Imperial Valley Mall, El Centro, CA
|
|
51,278
|
|
|
35,378
|
|
|
70,549
|
|
|
160
|
|
|
—
|
|
|
35,378
|
|
|
70,709
|
|
|
106,087
|
|
|
(2,478
|
)
|
|
2012
|
|||||||||
Janesville Mall, Janesville, WI
|
|
3,797
|
|
|
8,074
|
|
|
26,009
|
|
|
8,035
|
|
|
—
|
|
|
8,074
|
|
|
34,044
|
|
|
42,118
|
|
|
(13,258
|
)
|
|
1998
|
|||||||||
Jefferson Mall, Louisville, KY
|
|
69,599
|
|
|
13,125
|
|
|
40,234
|
|
|
23,653
|
|
|
(521
|
)
|
|
12,604
|
|
|
63,887
|
|
|
76,491
|
|
|
(20,828
|
)
|
|
2001
|
|||||||||
Kirkwood Mall , Bismarck ND
|
|
39,778
|
|
|
3,368
|
|
|
118,945
|
|
|
963
|
|
|
—
|
|
|
3,368
|
|
|
119,908
|
|
|
123,276
|
|
|
(3,902
|
)
|
|
2012
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial Cost(A)
|
|
|
|
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
||||||||||||||||||||||||||
Description /Location
|
|
Encumbrances
(B)
|
|
Land
|
|
Buildings and Improvements
|
|
Costs
Capitalized Subsequent to Acquisition
|
|
Sales of Outparcel
Land
|
|
Land
|
|
Buildings and Improvements
|
|
Total (C)
|
|
Accumulated Depreciation (D)
|
|
Date of Construction
/ Acquisition
|
||||||||||||||||||
The Lakes Mall, Muskegon, MI
|
|
—
|
|
|
3,328
|
|
|
42,366
|
|
|
11,398
|
|
|
—
|
|
|
3,328
|
|
|
53,764
|
|
|
57,092
|
|
|
(21,896
|
)
|
|
2000-2001
|
|||||||||
Lakeshore Mall, Sebring, FL
|
|
—
|
|
|
1,443
|
|
|
28,819
|
|
|
7,210
|
|
|
(169
|
)
|
|
1,274
|
|
|
36,029
|
|
|
37,303
|
|
|
(18,182
|
)
|
|
1991-1992
|
|||||||||
Laurel Park Place, Livonia, MI
|
|
—
|
|
|
13,289
|
|
|
92,579
|
|
|
10,005
|
|
|
—
|
|
|
13,289
|
|
|
102,584
|
|
|
115,873
|
|
|
(32,705
|
)
|
|
2005
|
|||||||||
Layton Hills Mall, Layton, UT
|
|
96,433
|
|
|
20,464
|
|
|
99,836
|
|
|
12,569
|
|
|
(275
|
)
|
|
20,189
|
|
|
112,405
|
|
|
132,594
|
|
|
(31,971
|
)
|
|
2005
|
|||||||||
Madison Square, Huntsville, AL
|
|
—
|
|
|
17,596
|
|
|
39,186
|
|
|
(48,810
|
)
|
|
—
|
|
|
2,550
|
|
|
5,422
|
|
|
7,972
|
|
|
—
|
|
|
1984
|
|||||||||
Mall del Norte, Laredo, TX
|
|
113,400
|
|
|
21,734
|
|
|
142,049
|
|
|
49,273
|
|
|
—
|
|
|
21,734
|
|
|
191,322
|
|
|
213,056
|
|
|
(57,901
|
)
|
|
2004
|
|||||||||
Meridian Mall , Lansing, MI
|
|
—
|
|
|
529
|
|
|
103,678
|
|
|
67,057
|
|
|
—
|
|
|
2,232
|
|
|
169,032
|
|
|
171,264
|
|
|
(66,114
|
)
|
|
1998
|
|||||||||
Midland Mall, Midland, MI
|
|
33,894
|
|
|
10,321
|
|
|
29,429
|
|
|
9,591
|
|
|
—
|
|
|
10,321
|
|
|
39,020
|
|
|
49,341
|
|
|
(14,725
|
)
|
|
2001
|
|||||||||
Mid Rivers Mall, St. Peters, MO
|
|
—
|
|
|
16,384
|
|
|
170,582
|
|
|
12,798
|
|
|
—
|
|
|
16,384
|
|
|
183,380
|
|
|
199,764
|
|
|
(37,655
|
)
|
|
2007
|
|||||||||
Monroeville Mall, Pittsburgh, PA
|
|
—
|
|
|
22,195
|
|
|
177,214
|
|
|
56,942
|
|
|
—
|
|
|
24,716
|
|
|
231,635
|
|
|
256,351
|
|
|
(55,932
|
)
|
|
2004
|
|||||||||
Northgate Mall, Chattanooga, TN
|
|
—
|
|
|
2,330
|
|
|
8,960
|
|
|
10,406
|
|
|
—
|
|
|
2,330
|
|
|
19,366
|
|
|
21,696
|
|
|
(1,167
|
)
|
|
2011
|
|||||||||
Northpark Mall, Joplin, MO
|
|
—
|
|
|
9,977
|
|
|
65,481
|
|
|
33,633
|
|
|
—
|
|
|
10,962
|
|
|
98,129
|
|
|
109,091
|
|
|
(30,191
|
)
|
|
2004
|
|||||||||
Northwoods Mall, Charleston, SC
|
|
71,294
|
|
|
14,867
|
|
|
49,647
|
|
|
19,460
|
|
|
(2,339
|
)
|
|
12,528
|
|
|
69,107
|
|
|
81,635
|
|
|
(23,035
|
)
|
|
2001
|
|||||||||
Old Hickory Mall, Jackson, TN
|
|
—
|
|
|
15,527
|
|
|
29,413
|
|
|
6,508
|
|
|
—
|
|
|
15,527
|
|
|
35,921
|
|
|
51,448
|
|
|
(12,958
|
)
|
|
2001
|
|||||||||
The Outlet Shoppes at Atlanta, Woodstock, GA
|
|
79,902
|
|
|
7,186
|
|
|
96,640
|
|
|
(42,216
|
)
|
|
—
|
|
|
7,186
|
|
|
54,424
|
|
|
61,610
|
|
|
(1,220
|
)
|
|
2013
|
|||||||||
The Outlet Shoppes at El Paso, El Paso, TX
|
|
65,465
|
|
|
9,239
|
|
|
96,640
|
|
|
1,218
|
|
|
—
|
|
|
9,239
|
|
|
97,858
|
|
|
107,097
|
|
|
(6,677
|
)
|
|
2012
|
|||||||||
The Outlet Shoppes at Gettysburg, Gettysburg, PA
|
|
39,437
|
|
|
20,953
|
|
|
22,180
|
|
|
463
|
|
|
—
|
|
|
20,953
|
|
|
22,643
|
|
|
43,596
|
|
|
(2,154
|
)
|
|
2012
|
|||||||||
The Outlet Shoppes at Oklahoma City, Oklahoma City, OK
|
|
57,812
|
|
|
8,364
|
|
|
50,268
|
|
|
11,778
|
|
|
—
|
|
|
8,368
|
|
|
62,042
|
|
|
70,410
|
|
|
(9,788
|
)
|
|
2011
|
|||||||||
Parkdale Mall, Beaumont, TX
|
|
89,991
|
|
|
23,850
|
|
|
47,390
|
|
|
49,644
|
|
|
(307
|
)
|
|
23,543
|
|
|
97,034
|
|
|
120,577
|
|
|
(30,350
|
)
|
|
2001
|
|||||||||
Park Plaza Mall, Little Rock, AR
|
|
93,909
|
|
|
6,297
|
|
|
81,638
|
|
|
35,254
|
|
|
—
|
|
|
6,304
|
|
|
116,885
|
|
|
123,189
|
|
|
(38,851
|
)
|
|
2004
|
|||||||||
Parkway Place, Huntsville, AL
|
|
39,433
|
|
|
6,364
|
|
|
67,067
|
|
|
1,883
|
|
|
—
|
|
|
6,364
|
|
|
68,950
|
|
|
75,314
|
|
|
(8,585
|
)
|
|
2010
|
|||||||||
Pearland Town Center, Pearland, TX
|
|
17,570
|
|
|
16,300
|
|
|
108,615
|
|
|
13,849
|
|
|
(366
|
)
|
|
15,443
|
|
|
122,955
|
|
|
138,398
|
|
|
(27,284
|
)
|
|
2008
|
|||||||||
Post Oak Mall, College Station, TX
|
|
—
|
|
|
3,936
|
|
|
48,948
|
|
|
12,167
|
|
|
(327
|
)
|
|
3,608
|
|
|
61,116
|
|
|
64,724
|
|
|
(27,005
|
)
|
|
1984-1985
|
|||||||||
Randolph Mall, Asheboro, NC
|
|
—
|
|
|
4,547
|
|
|
13,927
|
|
|
10,442
|
|
|
—
|
|
|
4,547
|
|
|
24,369
|
|
|
28,916
|
|
|
(7,888
|
)
|
|
2001
|
|||||||||
Regency Mall, Racine, WI
|
|
—
|
|
|
3,384
|
|
|
36,839
|
|
|
15,238
|
|
|
—
|
|
|
4,244
|
|
|
51,217
|
|
|
55,461
|
|
|
(18,577
|
)
|
|
2001
|
|||||||||
Richland Mall, Waco, TX
|
|
—
|
|
|
9,874
|
|
|
34,793
|
|
|
9,243
|
|
|
—
|
|
|
9,887
|
|
|
44,023
|
|
|
53,910
|
|
|
(14,581
|
)
|
|
2002
|
|||||||||
River Ridge Mall, Lynchburg, VA
|
|
—
|
|
|
4,824
|
|
|
59,052
|
|
|
12,413
|
|
|
(94
|
)
|
|
4,731
|
|
|
71,464
|
|
|
76,195
|
|
|
(15,738
|
)
|
|
2003
|
|||||||||
South County Center, St. Louis, MO
|
|
—
|
|
|
15,754
|
|
|
159,249
|
|
|
13,775
|
|
|
—
|
|
|
15,754
|
|
|
173,024
|
|
|
188,778
|
|
|
(34,169
|
)
|
|
2007
|
|||||||||
Southaven Towne Center, Southaven, MS
|
|
40,929
|
|
|
8,255
|
|
|
29,380
|
|
|
13,207
|
|
|
—
|
|
|
8,478
|
|
|
42,364
|
|
|
50,842
|
|
|
(12,820
|
)
|
|
2005
|
|||||||||
Southpark Mall, Colonial Heights, VA
|
|
65,531
|
|
|
9,501
|
|
|
73,262
|
|
|
30,190
|
|
|
—
|
|
|
11,282
|
|
|
101,671
|
|
|
112,953
|
|
|
(28,350
|
)
|
|
2003
|
|||||||||
Stroud Mall, Stroudsburg, PA
|
|
33,243
|
|
|
14,711
|
|
|
23,936
|
|
|
21,252
|
|
|
—
|
|
|
14,711
|
|
|
45,188
|
|
|
59,899
|
|
|
(14,846
|
)
|
|
1998
|
|||||||||
St. Clair Square, Fairview Heights, IL
|
|
122,375
|
|
|
11,027
|
|
|
75,620
|
|
|
33,946
|
|
|
—
|
|
|
11,027
|
|
|
109,566
|
|
|
120,593
|
|
|
(43,297
|
)
|
|
1996
|
|||||||||
Sunrise Mall, Brownsville, TX
|
|
—
|
|
|
11,156
|
|
|
59,047
|
|
|
(1,662
|
)
|
|
—
|
|
|
11,156
|
|
|
57,385
|
|
|
68,541
|
|
|
(16,532
|
)
|
|
2003
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial Cost(A)
|
|
|
|
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
||||||||||||||||||||||||||
Description /Location
|
|
Encumbrances
(B)
|
|
Land
|
|
Buildings and Improvements
|
|
Costs
Capitalized Subsequent to Acquisition
|
|
Sales of Outparcel
Land
|
|
Land
|
|
Buildings and Improvements
|
|
Total (C)
|
|
Accumulated Depreciation (D)
|
|
Date of Construction
/ Acquisition
|
||||||||||||||||||
Turtle Creek Mall , Hattiesburg, MS
|
|
—
|
|
|
2,345
|
|
|
26,418
|
|
|
19,057
|
|
|
—
|
|
|
3,535
|
|
|
44,285
|
|
|
47,820
|
|
|
(19,671
|
)
|
|
1993-1995
|
|||||||||
Valley View Mall, Roanoke, VA
|
|
61,027
|
|
|
15,985
|
|
|
77,771
|
|
|
17,615
|
|
|
—
|
|
|
15,999
|
|
|
95,372
|
|
|
111,371
|
|
|
(25,501
|
)
|
|
2003
|
|||||||||
Volusia Mall, Daytona Beach, FL
|
|
51,586
|
|
|
2,526
|
|
|
120,242
|
|
|
15,885
|
|
|
—
|
|
|
6,431
|
|
|
132,222
|
|
|
138,653
|
|
|
(32,570
|
)
|
|
2004
|
|||||||||
Walnut Square, Dalton, GA
|
|
—
|
|
|
50
|
|
|
15,138
|
|
|
16,746
|
|
|
—
|
|
|
50
|
|
|
31,884
|
|
|
31,934
|
|
|
(17,164
|
)
|
|
1984-1985
|
|||||||||
Wausau Center, Wausau, WI
|
|
18,790
|
|
|
5,231
|
|
|
24,705
|
|
|
16,901
|
|
|
(5,231
|
)
|
|
—
|
|
|
41,606
|
|
|
41,606
|
|
|
(16,347
|
)
|
|
2001
|
|||||||||
West Towne Mall, Madison, WI
|
|
96,811
|
|
|
9,545
|
|
|
83,084
|
|
|
44,443
|
|
|
—
|
|
|
9,545
|
|
|
127,527
|
|
|
137,072
|
|
|
(40,435
|
)
|
|
2002
|
|||||||||
WestGate Mall, Spartanburg, SC
|
|
38,818
|
|
|
2,149
|
|
|
23,257
|
|
|
45,178
|
|
|
(432
|
)
|
|
1,742
|
|
|
68,410
|
|
|
70,152
|
|
|
(32,855
|
)
|
|
1995
|
|||||||||
Westmoreland Mall, Greensburg, PA
|
|
—
|
|
|
4,621
|
|
|
84,215
|
|
|
15,056
|
|
|
—
|
|
|
4,621
|
|
|
99,271
|
|
|
103,892
|
|
|
(32,316
|
)
|
|
2002
|
|||||||||
York Galleria, York, PA
|
|
53,093
|
|
|
5,757
|
|
|
63,316
|
|
|
9,176
|
|
|
—
|
|
|
5,757
|
|
|
72,492
|
|
|
78,249
|
|
|
(27,200
|
)
|
|
1995
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
ASSOCIATED CENTERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Annex at Monroeville, Monroeville, PA
|
|
—
|
|
|
716
|
|
|
29,496
|
|
|
(707
|
)
|
|
—
|
|
|
716
|
|
|
28,789
|
|
|
29,505
|
|
|
(6,846
|
)
|
|
2004
|
|||||||||
Bonita Lakes Crossing, Meridian, MS
|
|
—
|
|
|
794
|
|
|
4,786
|
|
|
8,679
|
|
|
—
|
|
|
794
|
|
|
13,465
|
|
|
14,259
|
|
|
(5,286
|
)
|
|
1997
|
|||||||||
Chapel Hill Suburban, Akron, OH
|
|
—
|
|
|
925
|
|
|
2,520
|
|
|
935
|
|
|
—
|
|
|
925
|
|
|
3,455
|
|
|
4,380
|
|
|
(948
|
)
|
|
2004
|
|||||||||
CoolSprings Crossing, Nashville, TN
|
|
12,427
|
|
|
2,803
|
|
|
14,985
|
|
|
4,549
|
|
|
—
|
|
|
3,554
|
|
|
18,783
|
|
|
22,337
|
|
|
(10,576
|
)
|
|
1991-1993
|
|||||||||
Courtyard at Hickory Hollow, Nashville, TN
|
—
|
|
|
3,314
|
|
|
2,771
|
|
|
(2,099
|
)
|
|
(231
|
)
|
|
1,500
|
|
|
2,255
|
|
|
3,755
|
|
|
(142
|
)
|
|
1998
|
||||||||||
EastGate Crossing, Cincinnati, OH
|
|
15,024
|
|
|
707
|
|
|
2,424
|
|
|
7,963
|
|
|
(11
|
)
|
|
696
|
|
|
10,387
|
|
|
11,083
|
|
|
(3,149
|
)
|
|
2001
|
|||||||||
Foothills Plaza, Maryville, TN
|
|
—
|
|
|
269
|
|
|
4,092
|
|
|
1,478
|
|
|
—
|
|
|
289
|
|
|
5,550
|
|
|
5,839
|
|
|
(3,466
|
)
|
|
1984-1988
|
|||||||||
Frontier Square, Cheyenne, WY
|
|
—
|
|
|
346
|
|
|
684
|
|
|
374
|
|
|
(86
|
)
|
|
260
|
|
|
1,058
|
|
|
1,318
|
|
|
(595
|
)
|
|
1985
|
|||||||||
Gunbarrel Pointe, Chattanooga, TN
|
|
11,067
|
|
|
4,170
|
|
|
10,874
|
|
|
3,380
|
|
|
—
|
|
|
4,170
|
|
|
14,254
|
|
|
18,424
|
|
|
(4,451
|
)
|
|
2000
|
|||||||||
Hamilton Corner, Chattanooga, TN
|
|
15,289
|
|
|
630
|
|
|
5,532
|
|
|
5,845
|
|
|
—
|
|
|
734
|
|
|
11,273
|
|
|
12,007
|
|
|
(5,483
|
)
|
|
1986-1987
|
|||||||||
Hamilton Crossing, Chattanooga, TN
|
|
10,075
|
|
|
4,014
|
|
|
5,906
|
|
|
6,705
|
|
|
(1,370
|
)
|
|
2,644
|
|
|
12,611
|
|
|
15,255
|
|
|
(5,691
|
)
|
|
1987
|
|||||||||
Harford Annex , Bel Air, MD
|
|
—
|
|
|
2,854
|
|
|
9,718
|
|
|
853
|
|
|
—
|
|
|
2,854
|
|
|
10,571
|
|
|
13,425
|
|
|
(2,629
|
)
|
|
2003
|
|||||||||
The Landing at Arbor Place, Douglasville, GA
|
—
|
|
|
4,993
|
|
|
14,330
|
|
|
1,487
|
|
|
(748
|
)
|
|
4,245
|
|
|
15,817
|
|
|
20,062
|
|
|
(7,248
|
)
|
|
1998-1999
|
||||||||||
Layton Hills Convenience Center, Layton Hills, UT
|
—
|
|
|
—
|
|
|
8
|
|
|
954
|
|
|
—
|
|
|
—
|
|
|
962
|
|
|
962
|
|
|
(273
|
)
|
|
2005
|
||||||||||
Layton Hills Plaza, Layton Hills, UT
|
|
—
|
|
|
—
|
|
|
2
|
|
|
299
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
301
|
|
|
(133
|
)
|
|
2005
|
|||||||||
Madison Plaza , Huntsville, AL
|
|
—
|
|
|
473
|
|
|
2,888
|
|
|
3,678
|
|
|
—
|
|
|
473
|
|
|
6,566
|
|
|
7,039
|
|
|
(4,052
|
)
|
|
1984
|
|||||||||
The Plaza at Fayette, Lexington, KY
|
|
39,833
|
|
|
9,531
|
|
|
27,646
|
|
|
4,191
|
|
|
—
|
|
|
9,531
|
|
|
31,837
|
|
|
41,368
|
|
|
(8,294
|
)
|
|
2006
|
|||||||||
Parkdale Crossing, Beaumont, TX
|
|
—
|
|
|
2,994
|
|
|
7,408
|
|
|
2,088
|
|
|
(355
|
)
|
|
2,639
|
|
|
9,496
|
|
|
12,135
|
|
|
(2,720
|
)
|
|
2002
|
|||||||||
The Shoppes At Hamilton Place, Chattanooga, TN
|
—
|
|
|
4,894
|
|
|
11,700
|
|
|
1,407
|
|
|
—
|
|
|
4,894
|
|
|
13,107
|
|
|
18,001
|
|
|
(3,384
|
)
|
|
2003
|
||||||||||
Sunrise Commons, Brownsville, TX
|
|
—
|
|
|
1,013
|
|
|
7,525
|
|
|
1,108
|
|
|
—
|
|
|
1,013
|
|
|
8,633
|
|
|
9,646
|
|
|
(2,311
|
)
|
|
2003
|
|||||||||
The Shoppes at St. Clair Square, Fairview Heights, IL
|
|
20,187
|
|
|
8,250
|
|
|
23,623
|
|
|
460
|
|
|
(5,044
|
)
|
|
3,206
|
|
|
24,083
|
|
|
27,289
|
|
|
(6,419
|
)
|
|
2007
|
|||||||||
The Terrace, Chattanooga, TN
|
|
13,963
|
|
|
4,166
|
|
|
9,929
|
|
|
8,097
|
|
|
—
|
|
|
6,536
|
|
|
15,656
|
|
|
22,192
|
|
|
(4,320
|
)
|
|
1997
|
|||||||||
West Towne Crossing, Madison, WI
|
|
—
|
|
|
1,151
|
|
|
2,955
|
|
|
312
|
|
|
—
|
|
|
1,151
|
|
|
3,267
|
|
|
4,418
|
|
|
(1,013
|
)
|
|
1998
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial Cost(A)
|
|
|
|
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
||||||||||||||||||||||||||
Description /Location
|
|
Encumbrances
(B)
|
|
Land
|
|
Buildings and Improvements
|
|
Costs
Capitalized Subsequent to Acquisition
|
|
Sales of Outparcel
Land
|
|
Land
|
|
Buildings and Improvements
|
|
Total (C)
|
|
Accumulated Depreciation (D)
|
|
Date of Construction
/ Acquisition
|
||||||||||||||||||
WestGate Crossing, Spartanburg, SC
|
|
—
|
|
|
1,082
|
|
|
3,422
|
|
|
6,180
|
|
|
—
|
|
|
1,082
|
|
|
9,602
|
|
|
10,684
|
|
|
(3,563
|
)
|
|
1997
|
|||||||||
Westmoreland Crossing, Greensburg, PA
|
|
—
|
|
|
2,898
|
|
|
21,167
|
|
|
8,955
|
|
|
—
|
|
|
2,898
|
|
|
30,122
|
|
|
33,020
|
|
|
(8,271
|
)
|
|
2002
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
COMMUNITY CENTERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cobblestone Village, Palm Coast, FL
|
|
—
|
|
|
6,082
|
|
|
12,070
|
|
|
(567
|
)
|
|
(220
|
)
|
|
4,296
|
|
|
13,069
|
|
|
17,365
|
|
|
(2,123
|
)
|
|
2007
|
|||||||||
The Crossing at Marshalls Creek, Marshalls Creek, PA
|
|
—
|
|
|
6,456
|
|
|
15,351
|
|
|
—
|
|
|
—
|
|
|
6,456
|
|
|
15,351
|
|
|
21,807
|
|
|
(286
|
)
|
|
2013
|
|||||||||
The Promenade, D'lberville, MS
|
|
51,300
|
|
|
16,278
|
|
|
48,806
|
|
|
14,529
|
|
|
(706
|
)
|
|
15,879
|
|
|
63,028
|
|
|
78,907
|
|
|
(8,088
|
)
|
|
2009
|
|||||||||
The Forum at Grand View, Madison , MS
|
|
—
|
|
|
9,234
|
|
|
17,285
|
|
|
14,710
|
|
|
(288
|
)
|
|
9,048
|
|
|
31,893
|
|
|
40,941
|
|
|
(2,148
|
)
|
|
2010
|
|||||||||
Pemberton Plaza, Vicksburg, MS
|
|
—
|
|
|
1,284
|
|
|
1,379
|
|
|
431
|
|
|
—
|
|
|
1,284
|
|
|
1,810
|
|
|
3,094
|
|
|
(578
|
)
|
|
2004
|
|||||||||
Statesboro Crossing, Statesboro, GA
|
|
11,337
|
|
|
2,855
|
|
|
17,805
|
|
|
362
|
|
|
(235
|
)
|
|
2,840
|
|
|
17,947
|
|
|
20,787
|
|
|
(2,982
|
)
|
|
2008
|
|||||||||
Waynesville Commons, Waynesville, NC
|
|
—
|
|
|
3,511
|
|
|
6,141
|
|
|
13
|
|
|
—
|
|
|
3,511
|
|
|
6,154
|
|
|
9,665
|
|
|
(220
|
)
|
|
2008
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
OFFICE BUILDINGS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
840 Greenbrier Circle, Chesapeake, VA
|
|
—
|
|
|
2,096
|
|
|
3,091
|
|
|
(102
|
)
|
|
—
|
|
|
2,096
|
|
|
2,989
|
|
|
5,085
|
|
|
(743
|
)
|
|
2007
|
|||||||||
850 Greenbrier Circle, Chesapeake, VA
|
|
—
|
|
|
3,154
|
|
|
6,881
|
|
|
(345
|
)
|
|
—
|
|
|
3,154
|
|
|
6,536
|
|
|
9,690
|
|
|
(1,225
|
)
|
|
2007
|
|||||||||
CBL Center, Chattanooga, TN
|
|
21,095
|
|
|
140
|
|
|
24,675
|
|
|
(12
|
)
|
|
—
|
|
|
140
|
|
|
24,663
|
|
|
24,803
|
|
|
(12,273
|
)
|
|
2001
|
|||||||||
CBL Center II, Chattanooga, TN
|
|
—
|
|
|
—
|
|
|
13,648
|
|
|
1,039
|
|
|
—
|
|
|
—
|
|
|
14,687
|
|
|
14,687
|
|
|
(3,283
|
)
|
|
2008
|
|||||||||
Oak Branch Business Center, Greensboro, NC
|
|
—
|
|
|
535
|
|
|
2,192
|
|
|
(151
|
)
|
|
—
|
|
|
535
|
|
|
2,041
|
|
|
2,576
|
|
|
(436
|
)
|
|
2007
|
|||||||||
One Oyster Point, Newport News, VA
|
|
—
|
|
|
1,822
|
|
|
3,623
|
|
|
2
|
|
|
—
|
|
|
1,822
|
|
|
3,625
|
|
|
5,447
|
|
|
(610
|
)
|
|
2007
|
|||||||||
Pearland Hotel, Pearland, TX
|
|
—
|
|
|
—
|
|
|
16,149
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
16,477
|
|
|
16,477
|
|
|
(3,019
|
)
|
|
2008
|
|||||||||
Pearland Office, Pearland, TX
|
|
—
|
|
|
—
|
|
|
7,849
|
|
|
1,341
|
|
|
—
|
|
|
—
|
|
|
9,190
|
|
|
9,190
|
|
|
(662
|
)
|
|
2009
|
|||||||||
Pearland Residential Mgmt, Pearland, TX
|
|
—
|
|
|
—
|
|
|
9,666
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9,675
|
|
|
9,675
|
|
|
(1,456
|
)
|
|
2008
|
|||||||||
Two Oyster Point, Newport News, VA
|
|
—
|
|
|
1,543
|
|
|
3,974
|
|
|
359
|
|
|
—
|
|
|
1,543
|
|
|
4,333
|
|
|
5,876
|
|
|
(1,191
|
)
|
|
2007
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
DISPOSITIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
1500 Sunday Drive, Raleigh, NC
|
|
—
|
|
|
812
|
|
|
8,872
|
|
|
(9,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2007
|
|||||||||
General Cinema, Athens, GA
|
|
—
|
|
|
100
|
|
|
1,082
|
|
|
(1,182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1984
|
|||||||||
Georgia Square , Athens, GA
|
|
—
|
|
|
2,982
|
|
|
31,071
|
|
|
(34,053
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1984
|
|||||||||
Lake Point Office Building, Greensboro, NC
|
|
—
|
|
|
1,435
|
|
|
14,261
|
|
|
(15,696
|
)
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2007
|
||||||||||
Panama City Mall, Panama City, FL
|
|
—
|
|
|
9,017
|
|
|
37,454
|
|
|
(46,471
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2002
|
|||||||||
Peninsula Business Center I, Newport News
|
|
—
|
|
|
887
|
|
|
1,440
|
|
|
(2,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2007
|
|||||||||
Peninsula Business Center II, Newport News
|
|
—
|
|
|
1,654
|
|
|
873
|
|
|
(2,527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2007
|
|||||||||
RiverGate Mall, Nashville, TN
|
|
—
|
|
|
17,896
|
|
|
86,767
|
|
|
(104,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1998
|
|||||||||
Summit Fair land, Lee's Summit, MO
|
|
—
|
|
|
10,992
|
|
|
—
|
|
|
(10,992
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2010
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial Cost(A)
|
|
|
|
|
|
Gross Amounts at Which Carried at Close of Period
|
|
|
||||||||||||||||||||||||||
Description /Location
|
|
Encumbrances
(B)
|
|
Land
|
|
Buildings and Improvements
|
|
Costs
Capitalized Subsequent to Acquisition
|
|
Sales of Outparcel
Land
|
|
Land
|
|
Buildings and Improvements
|
|
Total (C)
|
|
Accumulated Depreciation (D)
|
|
Date of Construction
/ Acquisition
|
||||||||||||||||||
SunTrust Bank Building, Greensboro, NC
|
|
—
|
|
|
941
|
|
|
18,417
|
|
|
(19,358
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2007
|
|||||||||
The Shoppes at Panama City Mall, Panama City, FL
|
|
—
|
|
|
1,010
|
|
|
8,294
|
|
|
(9,304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2004
|
|||||||||
Village at RiverGate, Nashville, TN
|
|
—
|
|
|
2,641
|
|
|
2,808
|
|
|
(5,449
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1998
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other (E)
|
|
2,983
|
|
|
1,489
|
|
|
2,651
|
|
|
56
|
|
|
(214
|
)
|
|
1,279
|
|
|
2,703
|
|
|
3,982
|
|
|
(2,376
|
)
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Developments in progress consisting of construction
and Development Properties |
|
—
|
|
|
—
|
|
|
139,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,383
|
|
|
139,383
|
|
|
—
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
TOTALS
|
|
$
|
3,723,076
|
|
|
$
|
939,366
|
|
|
$
|
5,992,352
|
|
|
$
|
1,224,759
|
|
|
$
|
(32,963
|
)
|
|
$
|
858,619
|
|
|
$
|
7,264,895
|
|
|
$
|
8,123,514
|
|
|
$
|
(2,056,357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the property opened or was acquired.
|
(B)
|
Encumbrances represent the face amount of the mortgage and other indebtedness balance at
December 31, 2013
, excluding debt premium or discount.
|
(C)
|
The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately
$7.865 billion
.
|
(D)
|
Depreciation for all properties is computed over the useful life which is generally
40
years for buildings,
10
-
20
years for certain improvements and
7
-
10
years for equipment and fixtures.
|
(E)
|
Includes non-property mortgages and unsecured credit line mortgages.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
REAL ESTATE ASSETS:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
8,301,013
|
|
|
$
|
7,767,819
|
|
|
$
|
8,611,331
|
|
Additions during the period:
|
|
|
|
|
|
|
|
|
|||
Additions and improvements
|
282,664
|
|
|
217,161
|
|
|
201,359
|
|
|||
Acquisitions of real estate assets
|
29,912
|
|
|
474,623
|
|
|
11,197
|
|
|||
Deductions during the period:
|
|
|
|
|
|
|
|
|
|||
Disposals, deconsolidations and accumulated depreciation on impairments
|
(412,976
|
)
|
|
(108,554
|
)
|
|
(999,685
|
)
|
|||
Transfers from real estate assets
|
(8,031
|
)
|
|
808
|
|
|
(476
|
)
|
|||
Impairment of real estate assets
|
(69,068
|
)
|
|
(50,844
|
)
|
|
(55,907
|
)
|
|||
Balance at end of period
|
$
|
8,123,514
|
|
|
$
|
8,301,013
|
|
|
$
|
7,767,819
|
|
|
|
|
|
|
|
||||||
ACCUMULATED DEPRECIATION:
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
$
|
1,972,031
|
|
|
$
|
1,762,149
|
|
|
$
|
1,721,194
|
|
Depreciation expense
|
253,142
|
|
|
247,702
|
|
|
260,847
|
|
|||
Accumulated depreciation on real estate assets sold, retired, impaired or deconsolidated
|
(168,816
|
)
|
|
(37,820
|
)
|
|
(219,892
|
)
|
|||
Balance at end of period
|
$
|
2,056,357
|
|
|
$
|
1,972,031
|
|
|
$
|
1,762,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule IV
|
|
|||||||||||||||
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
MORTGAGE NOTES RECEIVABLE ON REAL ESTATE
At December 31, 2013 (In thousands) |
|||||||||||||||||||||||||||||||
Name Of Center/Location
|
|
Interest
Rate
|
|
Final Maturity Date
|
|
Monthly
Payment
Amount
(1)
|
|
Balloon Payment
At
Maturity
|
|
Prior
Liens
|
|
Face
Amount Of
Mortgage
|
|
Carrying
Amount Of
Mortgage
(2)
|
|
Principal
Amount Of
Mortgage
Subject To
Delinquent
Principal
Or Interest
|
|||||||||||||||
FIRST MORTGAGES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Coastal Grand-Myrtle Beach - Myrtle Beach, SC
|
|
7.75
|
%
|
|
|
Oct-2014
|
|
$
|
58
|
|
(3
|
)
|
|
|
$
|
9,000
|
|
|
None
|
|
$
|
9,000
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
One Park Place - Chattanooga, TN
|
|
5.00
|
%
|
|
|
May-2022
|
|
21
|
|
|
|
|
—
|
|
|
None
|
|
3,200
|
|
|
1,738
|
|
|
—
|
|
||||||
Village Square - Houghton Lake, MI and Village at Wexford - Cadillac, MI
|
|
4.50
|
%
|
(4)
|
|
Mar-2015
|
|
10
|
|
(3
|
)
|
|
|
2,600
|
|
|
None
|
|
2,627
|
|
|
2,600
|
|
|
—
|
|
|||||
OTHER
|
|
2.67% -
9.50% |
|
(5)
|
|
Dec-2016/
Jan-2047 |
|
17
|
|
|
|
|
|
3,340
|
|
|
|
|
5,782
|
|
|
5,782
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
$
|
106
|
|
|
|
|
|
$
|
14,940
|
|
|
|
|
$
|
20,609
|
|
|
$
|
19,120
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning balance
|
$
|
19,383
|
|
|
$
|
34,239
|
|
|
$
|
30,519
|
|
Additions
|
—
|
|
|
—
|
|
|
15,334
|
|
|||
Receipt of land in lieu of payment
|
—
|
|
|
—
|
|
|
(2,235
|
)
|
|||
Non-cash transfer
|
—
|
|
|
(12,741
|
)
|
|
—
|
|
|||
Write-off of uncollectable amounts
|
—
|
|
|
—
|
|
|
(1,900
|
)
|
|||
Payments
|
(263
|
)
|
|
(2,115
|
)
|
|
(7,479
|
)
|
|||
Ending balance
|
$
|
19,120
|
|
|
$
|
19,383
|
|
|
$
|
34,239
|
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended through May 2, 2011 (q)
|
3.2
|
|
Amended and Restated Bylaws of the Company, as amended through November 25, 2013 (cc)
|
4.1
|
|
See Amended and Restated Certificate of Incorporation of the Company, as amended, and Amended and Restated Bylaws of the Company relating to the Common Stock, Exhibits 3.1 and 3.2 above
|
4.2
|
|
Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (c)
|
4.3
|
|
Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (c)
|
4.4
|
|
Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (c)
|
4.5
|
|
Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (d)
|
4.6
|
|
Acknowledgment Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (f)
|
4.7
|
|
Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (e)
|
4.8
|
|
Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)
|
4.9
|
|
Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (g)
|
4.9.1
|
|
Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (m)
|
4.9.2
|
|
Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (o)
|
4.10
|
|
Certificate of Designations, dated October 1, 2012, relating to the 6.625% Series E Cumulative Redeemable Preferred Stock (u)
|
4.11
|
|
Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (h)
|
4.12
|
|
Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (i)
|
4.13
|
|
Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (i)
|
4.14.1
|
|
Indenture dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (dd)
|
4.14.2
|
|
First Supplemental Indenture, dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (dd)
|
4.14.3
|
|
Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (dd)
|
4.14.4
|
|
Global note evidencing the 5.250% Senior Notes due 2023 (dd)
|
10.1.1
|
|
Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (p)
|
10.1.2
|
|
Certificate of Designation, dated October 1, 2012, relating to the 6.625% Series E Cumulative Preferred Units (v)
|
10.2
|
|
Property Management Agreement between the Operating Partnership and the Management Company (a)
|
10.3
|
|
Property Management Agreement relating to Retained Properties (a)
|
10.4
|
|
Subscription Agreement relating to purchase of the Common Stock and Preferred Stock of the Management Company (a)
|
10.5.1
|
|
CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (n)
|
Exhibit
Number
|
|
Description
|
10.5.2
|
|
Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years† (k)
|
10.5.3
|
|
First Amendment to CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (r)
|
10.5.4
|
|
CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (s)
|
10.5.5
|
|
Original Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)
|
10.5.6
|
|
Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013) † (aa)*
|
10.5.7
|
|
Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan†
|
10.6.1
|
|
Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (a)
|
10.6.2
|
|
Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed in 2013 and subsequent years
|
10.7.1
|
|
Employment Agreement for Charles B. Lebovitz† (a)
|
10.7.2
|
|
Employment Agreement for John N. Foy† (a)
|
10.7.3
|
|
Employment Agreement for Stephen D. Lebovitz† (a)
|
10.7.4
|
|
Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements†
|
10.7.5
|
|
CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (w)
|
10.8.1
|
|
Option Agreement relating to certain Retained Properties (a)
|
10.8.2
|
|
Option Agreement relating to Outparcels (a)
|
10.9.1
|
|
Property Partnership Agreement relating to Hamilton Place (a)
|
10.9.2
|
|
Property Partnership Agreement relating to CoolSprings Galleria (a)
|
10.10.1
|
|
Acquisition Option Agreement relating to Hamilton Place (a)
|
10.10.2
|
|
Acquisition Option Agreement relating to the Hamilton Place Centers (a)
|
10.11.1
|
|
Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (b)
|
10.12.1
|
|
Registration Rights Agreement by and between the Company and the Holders of SCU’s listed on Schedule A thereto, dated as of January 31, 2001 (b)
|
10.12.2
|
|
Registration Rights Agreement by and between the Company and Frankel Midland Limited Partnership, dated as of January 31, 2001 (b)
|
10.12.3
|
|
Registration Rights Agreement by and between the Company and Hess Abroms Properties of Huntsville, dated as of January 31, 2001 (b)
|
10.12.4
|
|
Registration Rights Agreement by and between the Company and the Holders of Series S Special Common Units of the Operating Partnership listed on Schedule A thereto, dated July 28, 2004 (h)
|
10.12.5
|
|
Form of Registration Rights Agreements between the Company and Certain Holders of Series K Special Common Units of the Operating Partnership, dated as of November 16, 2005 (i)
|
10.13.1
|
|
Amended and Restated Loan Agreement between the Operating Partnership and First Tennessee Bank National Association, dated June 8, 2012 (t)
|
10.13.2
|
|
Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. a. dated February 22, 2013 (x)
|
10.14
|
|
Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (i)
|
10.15.1
|
|
Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (i)
|
10.15.2
|
|
First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (i)
|
10.15.3
|
|
Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (i)
|
10.15.4
|
|
First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (i)
|
Exhibit
Number
|
|
Description
|
10.15.5
|
|
Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (i)
|
10.15.6
|
|
Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (i)
|
10.15.7
|
|
Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (i)
|
10.16.1
|
|
Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (j)
|
10.16.2
|
|
Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (j)
|
10.17.1
|
|
Contribution Agreement among Westfield America Limited Partnership, as Transferor, and CW Joint Venture, LLC, as Transferee, and CBL & Associates Limited Partnership, dated August 9, 2007 (l)
|
10.17.2
|
|
Contribution Agreement among CBL & Associates Limited Partnership, as Transferor, St. Clair Square, GP, Inc. and CW Joint Venture, LLC, as Transferee, and Westfield America Limited Partnership, dated August 9, 2007 (l)
|
10.17.3
|
|
Purchase and Sale Agreement between Westfield America Limited Partnership, as Transferor, and CBL & Associates Limited Partnership, as Transferee, dated August 9, 2007 (l)
|
10.18
|
|
Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (bb)
|
10.19.1
|
|
Third Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated November 13, 2012 (y)
|
10.19.2
|
|
First Amendment to Third Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated January 31, 2013 (y)
|
10.19.3
|
|
Waiver and Second Amendment to Third Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (bb)
|
10.20.1
|
|
Eighth Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated November 13, 2012 (y)
|
10.20.2
|
|
First Amendment to Eighth Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated January 31, 2013 (y)
|
10.20.3
|
|
Waiver and Second Amendment to Eighth Amended and Restated Credit Agreement between the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (bb)
|
10.21.1
|
|
Controlled Equity Offering
SM
Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Cantor Fitzgerald & Co. (z)
|
10.21.2
|
|
Controlled Equity Offering
SM
Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and J.P. Morgan Securities LLC (z)
|
10.21.3
|
|
Controlled Equity Offering
SM
Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (z)
|
10.21.4
|
|
Controlled Equity Offering
SM
Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (z)
|
10.21.5
|
|
Controlled Equity Offering
SM
Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Securities, LLC (z)
|
12.1
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Properties, Inc.
|
12.2
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Limited Partnership
|
12.3
|
|
Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Properties, Inc.
|
12.4
|
|
Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Limited Partnership
|
Exhibit
Number
|
|
Description
|
21
|
|
Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
|
23.1
|
|
Consent of Deloitte & Touche LLP (for the Company)
|
23.2
|
|
Consent of Deloitte & Touche LLP (for the Operating Partnership)
|
24
|
|
Power of Attorney
|
31.1
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
31.2
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
31.3
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
31.4
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
32.1
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
32.2
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
|
32.3
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
32.4
|
|
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(a)
|
Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994.*
|
(b)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001.*
|
(c)
|
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*
|
(d)
|
Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*
|
(e)
|
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*
|
(f)
|
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*
|
(g)
|
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*
|
(h)
|
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*
|
(i)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*
|
(j)
|
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*
|
(k)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 24, 2006.*
|
(l)
|
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
|
(m)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*
|
(n)
|
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.*
|
(o)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*
|
(p)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*
|
(q)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 4, 2011.*
|
(r)
|
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.*
|
(s)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*
|
(t)
|
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.*
|
(u)
|
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*
|
(v)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*
|
(w)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*
|
(x)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 28, 2013.*
|
(y)
|
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*
|
(z)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.*
|
(aa)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.*
|
(bb)
|
Incorporated by reference from the Company's Current Report on Form 8-K, filed on August 5, 2013.*
|
(cc)
|
Incorporated by reference from the Company's Current Report on Form 8-K, dated on November 25, 2013 and filed on November 26, 2013.**
|
(dd)
|
Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**
|
†
|
A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.
|
By:
|
\s\ Stephen D. Lebovitz
|
|
President and Chief Executive Officer
|
Description
|
Amount of Fee
Prior to
January 1, 2014
|
New Fees
Effective
January 1, 2014
|
Annual Fee for each Non-Employee Director
|
$30,000
|
$35,000
|
Meeting Fee for each Board, Compensation Committee, Nominating/Corporate Governance Committee or Audit Committee Meeting Attended*
|
$2,000
|
$2,250
|
Monthly Fee for each Non-Employee Director Who Serves as a Member of the Executive Committee (in lieu of Executive Committee Meeting Fees)
|
$1,000
|
$1,250
|
Monthly Fee for the Audit Committee Chairman*
|
$2,750
|
$1,500
|
Monthly Fee for the Lead Independent Director
|
—
|
$1,500
|
Fee for each Telephonic Board or Committee Meeting
|
$1,000
|
$1,125
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests
|
$
|
105,006
|
|
|
$
|
179,140
|
|
|
$
|
148,817
|
|
|
$
|
123,234
|
|
|
$
|
99,916
|
|
Fixed charges less capitalized interest and preferred dividends
|
231,934
|
|
|
242,357
|
|
|
262,978
|
|
|
280,018
|
|
|
281,041
|
|
|||||
Distributed income of equity investees
|
15,995
|
|
|
17,074
|
|
|
9,586
|
|
|
4,959
|
|
|
12,665
|
|
|||||
Equity in losses of equity investees for which charges arise from guarantees
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(1,646
|
)
|
|
—
|
|
|||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges
|
(3,069
|
)
|
|
(3,729
|
)
|
|
(4,158
|
)
|
|
(4,203
|
)
|
|
(4,901
|
)
|
|||||
Total earnings
|
$
|
349,822
|
|
|
$
|
434,842
|
|
|
$
|
417,223
|
|
|
$
|
402,362
|
|
|
$
|
388,721
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Combined fixed charges and preferred dividends
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(2)
|
$
|
231,934
|
|
|
$
|
242,357
|
|
|
$
|
262,978
|
|
|
$
|
280,018
|
|
|
$
|
281,041
|
|
Capitalized interest
|
5,837
|
|
|
2,671
|
|
|
4,955
|
|
|
3,577
|
|
|
6,807
|
|
|||||
Preferred dividends
(3)
|
59,529
|
|
|
68,197
|
|
|
63,020
|
|
|
53,289
|
|
|
42,555
|
|
|||||
Total combined fixed charges and preferred dividends
|
$
|
297,300
|
|
|
$
|
313,225
|
|
|
$
|
330,953
|
|
|
$
|
336,884
|
|
|
$
|
330,403
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred dividends
|
1.18
|
|
|
1.39
|
|
|
1.26
|
|
|
1.19
|
|
|
1.18
|
|
(1)
|
The interest portion of rental expense is not calculated because the rental expense of the Company is not significant.
|
||||||
(2)
|
Interest expense includes amortization of capitalized debt expenses and amortization of premiums and discounts.
|
||||||
(3)
|
Includes preferred distributions to the Company's partner in CW Joint Venture, LLC.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests
|
$
|
105,006
|
|
|
$
|
179,140
|
|
|
$
|
148,817
|
|
|
$
|
123,276
|
|
|
$
|
101,391
|
|
Fixed charges less capitalized interest and preferred dividends
|
231,934
|
|
|
242,357
|
|
|
262,978
|
|
|
280,018
|
|
|
281,041
|
|
|||||
Distributed income of equity investees
|
15,995
|
|
|
17,074
|
|
|
9,586
|
|
|
4,959
|
|
|
12,665
|
|
|||||
Equity in losses of equity investees for which charges arise from guarantees
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(1,646
|
)
|
|
—
|
|
|||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges
|
(3,069
|
)
|
|
(3,729
|
)
|
|
(4,158
|
)
|
|
(4,203
|
)
|
|
(4,901
|
)
|
|||||
Total earnings
|
$
|
349,822
|
|
|
$
|
434,842
|
|
|
$
|
417,223
|
|
|
$
|
402,404
|
|
|
$
|
390,196
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Combined fixed charges and preferred dividends
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(2)
|
$
|
231,934
|
|
|
$
|
242,357
|
|
|
$
|
262,978
|
|
|
$
|
280,018
|
|
|
$
|
281,041
|
|
Capitalized interest
|
5,837
|
|
|
2,671
|
|
|
4,955
|
|
|
3,577
|
|
|
6,807
|
|
|||||
Preferred dividends
(3)
|
59,529
|
|
|
68,197
|
|
|
63,020
|
|
|
53,289
|
|
|
42,555
|
|
|||||
Total combined fixed charges and preferred dividends
|
$
|
297,300
|
|
|
$
|
313,225
|
|
|
$
|
330,953
|
|
|
$
|
336,884
|
|
|
$
|
330,403
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred dividends
|
1.18
|
|
|
1.39
|
|
|
1.26
|
|
|
1.19
|
|
|
1.18
|
|
(1)
|
The interest portion of rental expense is not calculated because the rental expense of the Operating Partnership is not significant.
|
||||||
(2)
|
Interest expense includes amortization of capitalized debt expenses and amortization of premiums and discounts.
|
||||||
(3)
|
Includes preferred distributions to the Operating Partnership's partner in CW Joint Venture, LLC.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests
|
$
|
105,006
|
|
|
$
|
179,140
|
|
|
$
|
148,817
|
|
|
$
|
123,234
|
|
|
$
|
99,916
|
|
Fixed charges less capitalized interest
|
231,934
|
|
|
242,357
|
|
|
262,978
|
|
|
280,018
|
|
|
281,041
|
|
|||||
Distributed income of equity investees
|
15,995
|
|
|
17,074
|
|
|
9,586
|
|
|
4,959
|
|
|
12,665
|
|
|||||
Equity in losses of equity investees for which charges arise from guarantees
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(1,646
|
)
|
|
—
|
|
|||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges
|
(3,069
|
)
|
|
(3,729
|
)
|
|
(4,158
|
)
|
|
(4,203
|
)
|
|
(4,901
|
)
|
|||||
Total earnings
|
$
|
349,822
|
|
|
$
|
434,842
|
|
|
$
|
417,223
|
|
|
$
|
402,362
|
|
|
$
|
388,721
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(2)
|
$
|
231,934
|
|
|
$
|
242,357
|
|
|
$
|
262,978
|
|
|
$
|
280,018
|
|
|
$
|
281,041
|
|
Capitalized interest
|
5,837
|
|
|
2,671
|
|
|
4,955
|
|
|
3,577
|
|
|
6,807
|
|
|||||
Total fixed charges
|
$
|
237,771
|
|
|
$
|
245,028
|
|
|
$
|
267,933
|
|
|
$
|
283,595
|
|
|
$
|
287,848
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.47
|
|
|
1.77
|
|
|
1.56
|
|
|
1.42
|
|
|
1.35
|
|
(1)
|
The interest portion of rental expense is not calculated because the rental expense of the Company is not significant.
|
||||||
(2)
|
Interest expense includes amortization of capitalized debt expenses and amortization of premiums and discounts.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests
|
$
|
105,006
|
|
|
$
|
179,140
|
|
|
$
|
148,817
|
|
|
$
|
123,276
|
|
|
$
|
101,391
|
|
Fixed charges less capitalized interest
|
231,934
|
|
|
242,357
|
|
|
262,978
|
|
|
280,018
|
|
|
281,041
|
|
|||||
Distributed income of equity investees
|
15,995
|
|
|
17,074
|
|
|
9,586
|
|
|
4,959
|
|
|
12,665
|
|
|||||
Equity in losses of equity investees for which charges arise from guarantees
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(1,646
|
)
|
|
—
|
|
|||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges
|
(3,069
|
)
|
|
(3,729
|
)
|
|
(4,158
|
)
|
|
(4,203
|
)
|
|
(4,901
|
)
|
|||||
Total earnings
|
$
|
349,822
|
|
|
$
|
434,842
|
|
|
$
|
417,223
|
|
|
$
|
402,404
|
|
|
$
|
390,196
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(2)
|
$
|
231,934
|
|
|
$
|
242,357
|
|
|
$
|
262,978
|
|
|
$
|
280,018
|
|
|
$
|
281,041
|
|
Capitalized interest
|
5,837
|
|
|
2,671
|
|
|
4,955
|
|
|
3,577
|
|
|
6,807
|
|
|||||
Total fixed charges
|
$
|
237,771
|
|
|
$
|
245,028
|
|
|
$
|
267,933
|
|
|
$
|
283,595
|
|
|
$
|
287,848
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.47
|
|
|
1.77
|
|
|
1.56
|
|
|
1.42
|
|
|
1.36
|
|
(1)
|
The interest portion of rental expense is not calculated because the rental expense of the Operating Partnership is not significant.
|
||||||
(2)
|
Interest expense includes amortization of capitalized debt expenses and amortization of premiums and discounts.
|
Subsidiaries of CBL & Associates Properties, Inc.
and CBL & Associates Limited Partnership
|
||
As of December 31, 2013
|
||
|
|
|
Subsidiary
|
|
State of Incorporation
or Formation
|
|
|
|
2030 Insurance, LLC
|
|
Delaware
|
2030 Insurance Protected Cell Series 2013-45
|
|
Tennessee
|
Acadiana Expansion Parcel, LLC
|
|
Louisiana
|
Acadiana Mall CMBS, LLC
|
|
Delaware
|
Acadiana Mall of Delaware, LLC
|
|
Delaware
|
Acadiana Outparcel, LLC
|
|
Delaware
|
Akron Mall Land, LLC
|
|
Delaware
|
Alamance Crossing CMBS, LLC
|
|
Delaware
|
Alamance Crossing II, LLC
|
|
North Carolina
|
Alamance Crossing, LLC
|
|
North Carolina
|
APWM, LLC
|
|
Georgia
|
Arbor Place GP, Inc.
|
|
Georgia
|
Arbor Place II, LLC
|
|
Delaware
|
Arbor Place Limited Partnership
|
|
Georgia
|
Asheville Mall CMBS, LLC
|
|
Delaware
|
Asheville, LLC
|
|
North Carolina
|
Atlanta Outlet JV, LLC
|
|
Delaware
|
Atlanta Outlet Outparcels, LLC
|
|
Delaware
|
Atlanta Outlet Shoppes, LLC
|
|
Delaware
|
Bonita Lakes Mall Limited Partnership
|
|
Mississippi
|
Brookfield Square Joint Venture
|
|
Ohio
|
Brookfield Square Parcel, LLC
|
|
Wisconsin
|
Burnsville Center SPE, LLC
|
|
Delaware
|
C.H. of Akron II, LLC
|
|
Delaware
|
Cary Venture Limited Partnership
|
|
Delaware
|
CBL & Associates Limited Partnership
(1)
|
|
Delaware
|
CBL & Associates Management, Inc.
|
|
Delaware
|
CBL Ambassador Member, LLC
|
|
Louisiana
|
CBL Brazil-Brasilia Member, LLC
|
|
Delaware
|
CBL Brazil-Juiz de Fora Member, LLC
|
|
Delaware
|
CBL Brazil-Macae Member, LLC
|
|
Delaware
|
CBL Brazil-Macapa Member, LLC
|
|
Delaware
|
CBL Brazil-Manaus Member, LLC
|
|
Delaware
|
CBL Brazil-Tenco SC Member, LLC
|
|
Delaware
|
CBL El Paso Member, LLC
|
|
Delaware
|
CBL El Paso Outparcel Member, LLC
|
|
Texas
|
CBL El Paso Pref Lender, LLC
|
|
Delaware
|
CBL Fremaux Member, LLC
|
|
Delaware
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Charles B. Lebovitz
|
|
Chairman of the Board
|
February 4, 2014
|
|
Charles B. Lebovitz
|
|
|
||
|
|
|
|
|
/s/ Stephen D. Lebovitz
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 4, 2014
|
Stephen D. Lebovitz
|
|
|
||
|
|
|
|
|
/s/ Farzana K. Mitchell
|
|
Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
February 4, 2014
|
|
Farzana K. Mitchell
|
|
|||
|
|
|
|
|
/s/ Gary L. Bryenton
|
|
Director
|
|
February 4, 2014
|
Gary L. Bryenton
|
|
|
|
|
|
|
|
|
|
/s/ A. Larry Chapman
|
|
Director
|
|
February 4, 2014
|
A. Larry Chapman
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. DeRosa
|
|
Director
|
|
February 4, 2014
|
Thomas J. DeRosa
|
|
|
|
|
|
|
|
|
|
/s. Matthew S. Dominiski
|
|
Director
|
|
February 4, 2014
|
Matthew S. Dominski
|
|
|
|
|
|
|
|
|
|
/s/ Gary J. Nay
|
|
Director
|
|
February 4, 2014
|
Gary J. Nay
|
|
|
|
|
|
|
|
|
|
/s/ Kathleen M. Nelson
|
|
Director
|
|
February 4, 2014
|
Kathleen M. Nelson
|
|
|
|
|
|
|
|
|
|
/s/ Winston W. Walker
|
|
Director
|
|
February 4, 2014
|
Winston W. Walker
|
|
|
|
(1)
|
I have reviewed this annual report on Form 10-K of CBL & Associates Properties, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
I have reviewed this annual report on Form 10-K of CBL & Associates Properties, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
I have reviewed this annual report on Form 10-K of CBL & Associates Limited Partnership;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
I have reviewed this annual report on Form 10-K of CBL & Associates Limited Partnership;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|