DELAWARE (CBL & ASSOCIATES PROPERTIES, INC.) | 62-1545718 | |
DELAWARE (CBL & ASSOCIATES LIMITED PARTNERSHIP) | 62-1542285 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
CBL & Associates Properties, Inc. | Yes x | No o | |
CBL & Associates Limited Partnership | Yes x | No o |
CBL & Associates Properties, Inc. | Yes x | No o | |
CBL & Associates Limited Partnership | Yes x | No o |
CBL & Associates Properties, Inc. | |||
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company o |
CBL & Associates Limited Partnership | |||
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller Reporting Company o |
CBL & Associates Properties, Inc. | Yes o | No x | |
CBL & Associates Limited Partnership | Yes o | No x |
• | enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business; |
• | eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and |
• | creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
• | condensed consolidated financial statements; |
• | certain accompanying notes to condensed consolidated financial statements, including Note 5 - Unconsolidated Affiliates, Redeemable Interests, Noncontrolling Interests and Cost Method Investments; Note 6 - Mortgage and Other Indebtedness; Note 7 - Comprehensive Income; and Note 11 - Earnings Per Share and Earnings Per Unit; |
• | controls and procedures in Item 4 of Part I of this report; and |
• | certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4. |
PART I | FINANCIAL INFORMATION | |
CBL & Associates Properties, Inc. | ||
CBL & Associates Limited Partnership | ||
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership | ||
Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
ASSETS | March 31, 2015 | December 31, 2014 | |||||
Real estate assets: | |||||||
Land | $ | 849,076 | $ | 847,829 | |||
Buildings and improvements | 7,228,732 | 7,221,387 | |||||
8,077,808 | 8,069,216 | ||||||
Accumulated depreciation | (2,284,224 | ) | (2,240,007 | ) | |||
5,793,584 | 5,829,209 | ||||||
Developments in progress | 105,120 | 117,966 | |||||
Net investment in real estate assets | 5,898,704 | 5,947,175 | |||||
Cash and cash equivalents | 37,978 | 37,938 | |||||
Receivables: | |||||||
Tenant, net of allowance for doubtful accounts of $1,829 and $2,368 in 2015 and 2014, respectively | 81,052 | 81,338 | |||||
Other, net of allowance for doubtful accounts of $1,239 and $1,285 in 2015 and 2014, respectively | 21,440 | 22,577 | |||||
Mortgage and other notes receivable | 19,609 | 19,811 | |||||
Investments in unconsolidated affiliates | 280,971 | 281,449 | |||||
Intangible lease assets and other assets | 203,846 | 226,011 | |||||
$ | 6,543,600 | $ | 6,616,299 | ||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||||
Mortgage and other indebtedness | $ | 4,669,711 | $ | 4,700,460 | |||
Accounts payable and accrued liabilities | 314,979 | 328,352 | |||||
Total liabilities | 4,984,690 | 5,028,812 | |||||
Commitments and contingencies (Note 12) | |||||||
Redeemable noncontrolling interests | 37,468 | 37,559 | |||||
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, 170,492,985 and 170,260,273 issued and outstanding in 2015 and 2014, respectively | 1,705 | 1,703 | |||||
Additional paid-in capital | 1,958,570 | 1,958,198 | |||||
Accumulated other comprehensive income | 607 | 13,411 | |||||
Dividends in excess of cumulative earnings | (577,024 | ) | (566,785 | ) | |||
Total shareholders' equity | 1,383,883 | 1,406,552 | |||||
Noncontrolling interests | 137,559 | 143,376 | |||||
Total equity | 1,521,442 | 1,549,928 | |||||
$ | 6,543,600 | $ | 6,616,299 |
CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
REVENUES: | |||||||
Minimum rents | $ | 169,081 | $ | 169,277 | |||
Percentage rents | 4,137 | 3,606 | |||||
Other rents | 5,171 | 5,282 | |||||
Tenant reimbursements | 72,133 | 72,218 | |||||
Management, development and leasing fees | 2,778 | 3,135 | |||||
Other | 7,609 | 7,725 | |||||
Total revenues | 260,909 | 261,243 | |||||
OPERATING EXPENSES: | |||||||
Property operating | 38,904 | 40,011 | |||||
Depreciation and amortization | 76,266 | 69,083 | |||||
Real estate taxes | 22,785 | 21,347 | |||||
Maintenance and repairs | 14,216 | 16,165 | |||||
General and administrative | 17,230 | 14,773 | |||||
Loss on impairment | — | 17,150 | |||||
Other | 6,476 | 6,545 | |||||
Total operating expenses | 175,877 | 185,074 | |||||
Income from operations | 85,032 | 76,169 | |||||
Interest and other income | 5,274 | 1,528 | |||||
Interest expense | (59,157 | ) | (60,506 | ) | |||
Gain on extinguishment of debt | — | 42,660 | |||||
Gain on investment | 16,560 | — | |||||
Equity in earnings of unconsolidated affiliates | 3,823 | 3,684 | |||||
Income tax (provision) benefit | 916 | (397 | ) | ||||
Income from continuing operations before gain on sales of real estate assets | 52,448 | 63,138 | |||||
Gain on sales of real estate assets | 757 | 1,154 | |||||
Income from continuing operations | 53,205 | 64,292 | |||||
Operating loss of discontinued operations | — | (499 | ) | ||||
Loss on discontinued operations | — | (17 | ) | ||||
Net income | 53,205 | 63,776 | |||||
Net income attributable to noncontrolling interests in: | |||||||
Operating Partnership | (6,172 | ) | (7,651 | ) | |||
Other consolidated subsidiaries | (869 | ) | (831 | ) | |||
Net income attributable to the Company | 46,164 | 55,294 | |||||
Preferred dividends | (11,223 | ) | (11,223 | ) | |||
Net income attributable to common shareholders | $ | 34,941 | $ | 44,071 | |||
CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) (Continued) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Basic per share data attributable to common shareholders: | |||||||
Income from continuing operations, net of preferred dividends | $ | 0.21 | $ | 0.26 | |||
Discontinued operations | 0.00 | 0.00 | |||||
Net income attributable to common shareholders | $ | 0.21 | $ | 0.26 | |||
Weighted-average common shares outstanding | 170,420 | 170,196 | |||||
Diluted per share data attributable to common shareholders: | |||||||
Income from continuing operations, net of preferred dividends | $ | 0.20 | $ | 0.26 | |||
Discontinued operations | 0.00 | 0.00 | |||||
Net income attributable to common shareholders | $ | 0.20 | $ | 0.26 | |||
Weighted-average common and potential dilutive common shares outstanding | 170,510 | 170,196 | |||||
Amounts attributable to common shareholders: | |||||||
Income from continuing operations, net of preferred dividends | $ | 34,941 | $ | 44,511 | |||
Discontinued operations | — | (440 | ) | ||||
Net income attributable to common shareholders | $ | 34,941 | $ | 44,071 | |||
Dividends declared per common share | $ | 0.265 | $ | 0.245 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Net income | $ | 53,205 | $ | 63,776 | |||
Other comprehensive income (loss): | |||||||
Unrealized holding gain on available-for-sale securities | 242 | 1,001 | |||||
Reclassification to net income of realized gain on available-for-sale securities | (16,560 | ) | — | ||||
Unrealized gain (loss) on hedging instruments | 883 | (144 | ) | ||||
Reclassification of hedging effect on earnings | (523 | ) | 548 | ||||
Total other comprehensive income (loss) | (15,958 | ) | 1,405 | ||||
Comprehensive income | 37,247 | 65,181 | |||||
Comprehensive income attributable to noncontrolling interests in: | |||||||
Operating Partnership | (3,018 | ) | (7,627 | ) | |||
Other consolidated subsidiaries | (869 | ) | (831 | ) | |||
Comprehensive income attributable to the Company | $ | 33,360 | $ | 56,723 |
Equity | |||||||||||||||||||||||||||||||||||
Shareholders' Equity | |||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interests | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||
Balance, January 1, 2014 | $ | 34,639 | $ | 25 | $ | 1,700 | $ | 1,967,644 | $ | 6,325 | $ | (570,781 | ) | $ | 1,404,913 | $ | 155,021 | $ | 1,559,934 | ||||||||||||||||
Net income | 1,146 | — | — | — | — | 55,294 | 55,294 | 7,336 | 62,630 | ||||||||||||||||||||||||||
Other comprehensive income (loss) | (1 | ) | — | — | — | 1,429 | — | 1,429 | (23 | ) | 1,406 | ||||||||||||||||||||||||
Dividends declared - common stock | — | — | — | — | — | (41,716 | ) | (41,716 | ) | — | (41,716 | ) | |||||||||||||||||||||||
Dividends declared - preferred stock | — | — | — | — | — | (11,223 | ) | (11,223 | ) | — | (11,223 | ) | |||||||||||||||||||||||
Issuances of 238,693 shares of common stock and restricted common stock | — | — | 3 | 540 | — | — | 543 | — | 543 | ||||||||||||||||||||||||||
Cancellation of 20,631 shares of restricted common stock | — | — | — | (347 | ) | — | — | (347 | ) | — | (347 | ) | |||||||||||||||||||||||
Amortization of deferred compensation | — | — | — | 1,467 | — | — | 1,467 | — | 1,467 | ||||||||||||||||||||||||||
Distributions to noncontrolling interests | (1,593 | ) | — | — | — | — | — | — | (8,778 | ) | (8,778 | ) | |||||||||||||||||||||||
Adjustment for noncontrolling interests | 756 | — | — | (1,350 | ) | — | — | (1,350 | ) | 594 | (756 | ) | |||||||||||||||||||||||
Adjustment to record redeemable noncontrolling interests at redemption value | (66 | ) | — | — | 16 | — | — | 16 | 51 | 67 | |||||||||||||||||||||||||
Balance, March 31, 2014 | $ | 34,881 | $ | 25 | $ | 1,703 | $ | 1,967,970 | $ | 7,754 | $ | (568,426 | ) | $ | 1,409,026 | $ | 154,201 | $ | 1,563,227 |
Equity | |||||||||||||||||||||||||||||||||||
Shareholders' Equity | |||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interests | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||
Balance, January 1, 2015 | $ | 37,559 | $ | 25 | $ | 1,703 | $ | 1,958,198 | $ | 13,411 | $ | (566,785 | ) | $ | 1,406,552 | $ | 143,376 | $ | 1,549,928 | ||||||||||||||||
Net income | 1,111 | — | — | — | — | 46,164 | 46,164 | 5,930 | 52,094 | ||||||||||||||||||||||||||
Other comprehensive loss | (382 | ) | — | — | — | (12,804 | ) | — | (12,804 | ) | (2,772 | ) | (15,576 | ) | |||||||||||||||||||||
Performance stock units | — | — | — | 156 | — | — | 156 | — | 156 | ||||||||||||||||||||||||||
Redemption of redeemable noncontrolling preferred joint venture interest | — | — | — | — | — | — | — | (286 | ) | (286 | ) | ||||||||||||||||||||||||
Dividends declared - common stock | — | — | — | — | — | (45,180 | ) | (45,180 | ) | — | (45,180 | ) | |||||||||||||||||||||||
Dividends declared - preferred stock | — | — | — | — | — | (11,223 | ) | (11,223 | ) | — | (11,223 | ) | |||||||||||||||||||||||
Issuances of 269,929 shares of common stock and restricted common stock | — | — | 2 | 539 | — | — | 541 | — | 541 | ||||||||||||||||||||||||||
Cancellation of 37,217 shares of restricted common stock | — | — | — | (725 | ) | — | — | (725 | ) | — | (725 | ) | |||||||||||||||||||||||
Amortization of deferred compensation | — | — | — | 1,847 | — | — | 1,847 | — | 1,847 | ||||||||||||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | (37 | ) | (37 | ) | ||||||||||||||||||||||||
Distributions to noncontrolling interests | (1,640 | ) | — | — | — | — | — | — | (9,276 | ) | (9,276 | ) | |||||||||||||||||||||||
Adjustment for noncontrolling interests | 674 | — | — | (1,398 | ) | — | — | (1,398 | ) | 724 | (674 | ) | |||||||||||||||||||||||
Adjustment to record redeemable noncontrolling interests at redemption value | 146 | — | — | (47 | ) | — | — | (47 | ) | (100 | ) | (147 | ) | ||||||||||||||||||||||
Balance, March 31, 2015 | $ | 37,468 | $ | 25 | $ | 1,705 | $ | 1,958,570 | $ | 607 | $ | (577,024 | ) | $ | 1,383,883 | $ | 137,559 | $ | 1,521,442 |
CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 53,205 | $ | 63,776 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 76,266 | 69,083 | |||||
Net amortization of deferred finance costs and debt premiums | 1,577 | 2,234 | |||||
Net amortization of intangible lease assets and liabilities | (175 | ) | 129 | ||||
Gain on sales of real estate assets | (757 | ) | (1,154 | ) | |||
Gain on investment | (16,560 | ) | — | ||||
Loss on discontinued operations | — | 17 | |||||
Write-off of development projects | 125 | 1 | |||||
Share-based compensation expense | 2,488 | 1,974 | |||||
Loss on impairment | — | 17,150 | |||||
Loss on impairment from discontinued operations | — | 681 | |||||
Gain on extinguishment of debt | — | (42,660 | ) | ||||
Equity in earnings of unconsolidated affiliates | (3,823 | ) | (3,684 | ) | |||
Distributions of earnings from unconsolidated affiliates | 4,538 | 3,035 | |||||
Provision for doubtful accounts | 1,372 | 1,206 | |||||
Change in deferred tax accounts | 507 | 449 | |||||
Changes in: | |||||||
Tenant and other receivables | 51 | 6,444 | |||||
Other assets | (8,692 | ) | (6,931 | ) | |||
Accounts payable and accrued liabilities | (4,388 | ) | (24,804 | ) | |||
Net cash provided by operating activities | 105,734 | 86,946 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Additions to real estate assets | (43,324 | ) | (53,091 | ) | |||
Reductions to restricted cash | 4,955 | 7,669 | |||||
Proceeds from sales of real estate assets | 11,261 | 2,127 | |||||
Payments received on mortgage and other notes receivable | 202 | 224 | |||||
Net proceeds from sales of available-for-sale securities | 20,755 | — | |||||
Additional investments in and advances to unconsolidated affiliates | (3,629 | ) | (3,449 | ) | |||
Distributions in excess of equity in earnings of unconsolidated affiliates | 5,156 | 5,414 | |||||
Changes in other assets | (3,336 | ) | (1,702 | ) | |||
Net cash used in investing activities | (7,960 | ) | (42,808 | ) |
CBL & Associates Properties, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) (Continued) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from mortgage and other indebtedness | $ | 82,133 | $ | 219,836 | |||
Principal payments on mortgage and other indebtedness | (112,215 | ) | (208,752 | ) | |||
Additions to deferred financing costs | (120 | ) | (62 | ) | |||
Prepayment fees on extinguishment of debt | — | (1,249 | ) | ||||
Proceeds from issuances of common stock | 52 | 35 | |||||
Purchase of noncontrolling interest in the Operating Partnership | (286 | ) | — | ||||
Contributions from noncontrolling interests | (31 | ) | — | ||||
Distributions to noncontrolling interests | (10,925 | ) | (10,371 | ) | |||
Dividends paid to holders of preferred stock | (11,223 | ) | (11,223 | ) | |||
Dividends paid to common shareholders | (45,119 | ) | (41,662 | ) | |||
Net cash used in financing activities | (97,734 | ) | (53,448 | ) | |||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 40 | (9,310 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period | 37,938 | 65,500 | |||||
CASH AND CASH EQUIVALENTS, end of period | $ | 37,978 | $ | 56,190 | |||
SUPPLEMENTAL INFORMATION: | |||||||
Cash paid for interest, net of amounts capitalized | $ | 47,874 | $ | 53,722 |
ASSETS | March 31, 2015 | December 31, 2014 | |||||
Real estate assets: | |||||||
Land | $ | 849,076 | $ | 847,829 | |||
Buildings and improvements | 7,228,732 | 7,221,387 | |||||
8,077,808 | 8,069,216 | ||||||
Accumulated depreciation | (2,284,224 | ) | (2,240,007 | ) | |||
5,793,584 | 5,829,209 | ||||||
Developments in progress | 105,120 | 117,966 | |||||
Net investment in real estate assets | 5,898,704 | 5,947,175 | |||||
Cash and cash equivalents | 37,962 | 37,926 | |||||
Receivables: | |||||||
Tenant, net of allowance for doubtful accounts of $1,829 and $2,368 in 2015 and 2014, respectively | 81,052 | 81,338 | |||||
Other, net of allowance for doubtful accounts of $1,239 and $1,285 in 2015 and 2014, respectively | 21,440 | 22,577 | |||||
Mortgage and other notes receivable | 19,609 | 19,811 | |||||
Investments in unconsolidated affiliates | 281,532 | 282,009 | |||||
Intangible lease assets and other assets | 203,726 | 225,891 | |||||
$ | 6,544,025 | $ | 6,616,727 | ||||
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL | |||||||
Mortgage and other indebtedness | $ | 4,669,711 | $ | 4,700,460 | |||
Accounts payable and accrued liabilities | 314,979 | 328,267 | |||||
Total liabilities | 4,984,690 | 5,028,727 | |||||
Commitments and contingencies (Note 12) | |||||||
Redeemable interests: | |||||||
Redeemable noncontrolling interests | 6,157 | 6,455 | |||||
Redeemable common units | 31,311 | 31,104 | |||||
Total redeemable interests | 37,468 | 37,559 | |||||
Partners' capital: | |||||||
Preferred units | 565,212 | 565,212 | |||||
Common units: | |||||||
General partner | 9,657 | 9,789 | |||||
Limited partners | 941,548 | 953,349 | |||||
Accumulated other comprehensive income (loss) | (2,393 | ) | 13,183 | ||||
Total partners' capital | 1,514,024 | 1,541,533 | |||||
Noncontrolling interests | 7,843 | 8,908 | |||||
Total capital | 1,521,867 | 1,550,441 | |||||
$ | 6,544,025 | $ | 6,616,727 |
CBL & Associates Limited Partnership Condensed Consolidated Statements of Operations (In thousands, except per unit data) (Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
REVENUES: | |||||||
Minimum rents | $ | 169,081 | $ | 169,277 | |||
Percentage rents | 4,137 | 3,606 | |||||
Other rents | 5,171 | 5,282 | |||||
Tenant reimbursements | 72,133 | 72,218 | |||||
Management, development and leasing fees | 2,778 | 3,135 | |||||
Other | 7,609 | 7,725 | |||||
Total revenues | 260,909 | 261,243 | |||||
OPERATING EXPENSES: | |||||||
Property operating | 38,904 | 40,011 | |||||
Depreciation and amortization | 76,266 | 69,083 | |||||
Real estate taxes | 22,785 | 21,347 | |||||
Maintenance and repairs | 14,216 | 16,165 | |||||
General and administrative | 17,230 | 14,773 | |||||
Loss on impairment | — | 17,150 | |||||
Other | 6,476 | 6,545 | |||||
Total operating expenses | 175,877 | 185,074 | |||||
Income from operations | 85,032 | 76,169 | |||||
Interest and other income | 5,274 | 1,528 | |||||
Interest expense | (59,157 | ) | (60,506 | ) | |||
Gain on extinguishment of debt | — | 42,660 | |||||
Gain on investment | 16,560 | — | |||||
Equity in earnings of unconsolidated affiliates | 3,823 | 3,684 | |||||
Income tax (provision) benefit | 916 | (397 | ) | ||||
Income from continuing operations before gain on sales of real estate assets | 52,448 | 63,138 | |||||
Gain on sales of real estate assets | 757 | 1,154 | |||||
Income from continuing operations | 53,205 | 64,292 | |||||
Operating loss of discontinued operations | — | (499 | ) | ||||
Loss on discontinued operations | — | (17 | ) | ||||
Net income | 53,205 | 63,776 | |||||
Net income attributable to noncontrolling interests | (869 | ) | (831 | ) | |||
Net income attributable to the Operating Partnership | 52,336 | 62,945 | |||||
Distributions to preferred unitholders | (11,223 | ) | (11,223 | ) | |||
Net income attributable to common unitholders | $ | 41,113 | $ | 51,722 | |||
CBL & Associates Limited Partnership Condensed Consolidated Statements of Operations (In thousands, except per unit data) (Unaudited) (Continued) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Basic per unit data attributable to common unitholders: | |||||||
Income from continuing operations, net of preferred distributions | $ | 0.21 | $ | 0.26 | |||
Discontinued operations | 0.00 | 0.00 | |||||
Net income attributable to common unitholders | $ | 0.21 | $ | 0.26 | |||
Weighted-average common units outstanding | 199,681 | 199,741 | |||||
Diluted per unit data attributable to common unitholders: | |||||||
Income from continuing operations, net of preferred distributions | $ | 0.21 | $ | 0.26 | |||
Discontinued operations | 0.00 | 0.00 | |||||
Net income attributable to common unitholders | $ | 0.21 | $ | 0.26 | |||
Weighted-average common and potential dilutive common units outstanding | 199,771 | 199,741 | |||||
Amounts attributable to common unitholders: | |||||||
Income from continuing operations, net of preferred distributions | $ | 41,113 | $ | 52,162 | |||
Discontinued operations | — | (440 | ) | ||||
Net income attributable to common unitholders | $ | 41,113 | $ | 51,722 | |||
Distributions declared per common unit | $ | 0.273 | $ | 0.253 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Net income | $ | 53,205 | $ | 63,776 | |||
Other comprehensive income (loss): | |||||||
Unrealized holding gain on available-for-sale securities | 242 | 1,003 | |||||
Reclassification to net income of realized gain on available-for-sale securities | (16,560 | ) | — | ||||
Unrealized gain (loss) on hedging instruments | 883 | (144 | ) | ||||
Reclassification of hedging effect on earnings | (523 | ) | 548 | ||||
Total other comprehensive income (loss) | (15,958 | ) | 1,407 | ||||
Comprehensive income | 37,247 | 65,183 | |||||
Comprehensive income attributable to noncontrolling interests | (869 | ) | (831 | ) | |||
Comprehensive income of the Operating Partnership | $ | 36,378 | $ | 64,352 |
Redeemable Interests | Number of | Common Units | |||||||||||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interests | Redeemable Common Units | Total Redeemable Interests | Preferred Units | Common Units | Preferred Units | General Partner | Limited Partners | Accumulated Other Comprehensive Income | Total Partners' Capital | Noncontrolling Interests | Total Capital | ||||||||||||||||||||||||||||||||||
Balance, January 1, 2014 | $ | 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 | |||||||||||||||||||||||
Net income | 742 | 404 | 1,146 | — | — | 11,223 | 526 | 50,792 | — | 62,541 | 89 | 62,630 | |||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | (1 | ) | (1 | ) | — | — | — | — | — | 1,408 | 1,408 | — | 1,408 | |||||||||||||||||||||||||||||||
Distributions declared - common units | — | (1,143 | ) | (1,143 | ) | — | — | — | (493 | ) | (48,953 | ) | — | (49,446 | ) | — | (49,446 | ) | |||||||||||||||||||||||||||
Distributions declared - preferred units | — | — | — | — | — | (11,223 | ) | — | — | — | (11,223 | ) | — | (11,223 | ) | ||||||||||||||||||||||||||||||
Issuances of common units | — | — | — | — | 240 | — | 5 | 538 | — | 543 | — | 543 | |||||||||||||||||||||||||||||||||
Cancellation of restricted common stock | — | — | — | — | (21 | ) | — | — | (347 | ) | — | (347 | ) | — | (347 | ) | |||||||||||||||||||||||||||||
Amortization of deferred compensation | — | — | — | — | — | — | — | 1,467 | — | 1,467 | — | 1,467 | |||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (450 | ) | — | (450 | ) | — | — | — | — | — | — | — | (1,060 | ) | (1,060 | ) | |||||||||||||||||||||||||||||
Allocation of partners' capital | — | 756 | 756 | — | — | — | (20 | ) | (684 | ) | — | (704 | ) | — | (704 | ) | |||||||||||||||||||||||||||||
Adjustment to record redeemable interests at redemption value | 279 | (345 | ) | (66 | ) | — | — | — | 1 | 66 | — | 67 | — | 67 | |||||||||||||||||||||||||||||||
Balance, March 31, 2014 | $ | 6,454 | $ | 28,427 | $ | 34,881 | 25,050 | 199,812 | $ | 565,212 | $ | 9,885 | $ | 964,054 | $ | 6,331 | $ | 1,545,482 | $ | 18,208 | $ | 1,563,690 |
Redeemable Interests | Number of | Common Units | |||||||||||||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interests | Redeemable Common Units | Total Redeemable Interests | Preferred Units | Common Units | Preferred Units | General Partner | Limited Partners | Accumulated Other Comprehensive Income (Loss) | Total Partners' Capital | Noncontrolling Interests | Total Capital | ||||||||||||||||||||||||||||||||||
Balance, January 1, 2015 | $ | 6,455 | $ | 31,104 | $ | 37,559 | 25,050 | 199,532 | $ | 565,212 | $ | 9,789 | $ | 953,349 | $ | 13,183 | $ | 1,541,533 | $ | 8,908 | $ | 1,550,441 | |||||||||||||||||||||||
Net income | 782 | 329 | 1,111 | — | — | 11,223 | 419 | 40,365 | — | 52,007 | 87 | 52,094 | |||||||||||||||||||||||||||||||||
Other comprehensive loss | — | (382 | ) | (382 | ) | — | — | — | — | — | (15,576 | ) | (15,576 | ) | — | (15,576 | ) | ||||||||||||||||||||||||||||
Performance stock units | — | — | — | — | — | — | 2 | 154 | — | 156 | — | 156 | |||||||||||||||||||||||||||||||||
Distributions declared - common units | — | (1,126 | ) | (1,126 | ) | — | — | — | (533 | ) | (52,808 | ) | — | (53,341 | ) | — | (53,341 | ) | |||||||||||||||||||||||||||
Distributions declared - preferred units | — | — | — | — | — | (11,223 | ) | — | — | — | (11,223 | ) | — | (11,223 | ) | ||||||||||||||||||||||||||||||
Issuances of common units | — | — | — | — | 270 | — | — | 541 | — | 541 | — | 541 | |||||||||||||||||||||||||||||||||
Redemptions of common units | — | — | — | — | (15 | ) | — | — | (285 | ) | — | (285 | ) | — | (285 | ) | |||||||||||||||||||||||||||||
Cancellation of restricted common stock | — | — | — | — | (37 | ) | — | — | (725 | ) | — | (725 | ) | — | (725 | ) | |||||||||||||||||||||||||||||
Amortization of deferred compensation | — | — | — | — | — | — | 19 | 1,828 | — | 1,847 | — | 1,847 | |||||||||||||||||||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | — | (37 | ) | (37 | ) | |||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (514 | ) | — | (514 | ) | — | — | — | — | — | — | — | (1,115 | ) | (1,115 | ) | |||||||||||||||||||||||||||||
Allocation of partners' capital | — | 674 | 674 | — | — | — | (37 | ) | (727 | ) | — | (764 | ) | — | (764 | ) | |||||||||||||||||||||||||||||
Adjustment to record redeemable interests at redemption value | (566 | ) | 712 | 146 | — | — | — | (2 | ) | (144 | ) | — | (146 | ) | — | (146 | ) | ||||||||||||||||||||||||||||
Balance, March 31, 2015 | $ | 6,157 | $ | 31,311 | $ | 37,468 | 25,050 | 199,750 | $ | 565,212 | $ | 9,657 | $ | 941,548 | $ | (2,393 | ) | $ | 1,514,024 | $ | 7,843 | $ | 1,521,867 |
CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 53,205 | $ | 63,776 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 76,266 | 69,083 | |||||
Net amortization of deferred finance costs and debt premiums | 1,577 | 2,234 | |||||
Net amortization of intangible lease assets and liabilities | (175 | ) | 129 | ||||
Gain on sales of real estate assets | (757 | ) | (1,154 | ) | |||
Gain on investment | (16,560 | ) | — | ||||
Loss on discontinued operations | — | 17 | |||||
Write-off of development projects | 125 | 1 | |||||
Share-based compensation expense | 2,488 | 1,974 | |||||
Loss on impairment | — | 17,150 | |||||
Loss on impairment from discontinued operations | — | 681 | |||||
Gain on extinguishment of debt | — | (42,660 | ) | ||||
Equity in earnings of unconsolidated affiliates | (3,823 | ) | (3,684 | ) | |||
Distributions of earnings from unconsolidated affiliates | 4,538 | 3,035 | |||||
Provision for doubtful accounts | 1,372 | 1,206 | |||||
Change in deferred tax accounts | 507 | 449 | |||||
Changes in: | |||||||
Tenant and other receivables | 51 | 6,444 | |||||
Other assets | (8,692 | ) | (6,931 | ) | |||
Accounts payable and accrued liabilities | (4,392 | ) | (24,812 | ) | |||
Net cash provided by operating activities | 105,730 | 86,938 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Additions to real estate assets | (43,324 | ) | (53,091 | ) | |||
Reductions to restricted cash | 4,955 | 7,669 | |||||
Proceeds from sales of real estate assets | 11,261 | 2,127 | |||||
Payments received on mortgage and other notes receivable | 202 | 224 | |||||
Proceeds from sales of investments and available-for-sale securities | 20,755 | — | |||||
Additional investments in and advances to unconsolidated affiliates | (3,629 | ) | (3,449 | ) | |||
Distributions in excess of equity in earnings of unconsolidated affiliates | 5,156 | 5,414 | |||||
Changes in other assets | (3,336 | ) | (1,702 | ) | |||
Net cash used in investing activities | (7,960 | ) | (42,808 | ) |
CBL & Associates Limited Partnership Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) (Continued) | |||||||
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from mortgage and other indebtedness | $ | 82,133 | $ | 219,836 | |||
Principal payments on mortgage and other indebtedness | (112,215 | ) | (208,752 | ) | |||
Additions to deferred financing costs | (120 | ) | (62 | ) | |||
Prepayment fees on extinguishment of debt | — | (1,249 | ) | ||||
Proceeds from issuances of common units | 52 | 35 | |||||
Redemption of common units | (286 | ) | — | ||||
Contributions from noncontrolling interests | (31 | ) | — | ||||
Distributions to noncontrolling interests | (10,925 | ) | (1,510 | ) | |||
Distributions to preferred unitholders | (11,223 | ) | (11,223 | ) | |||
Distributions to common unitholders | (45,119 | ) | (50,523 | ) | |||
Net cash used in financing activities | (97,734 | ) | (53,448 | ) | |||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 36 | (9,318 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period | 37,926 | 65,486 | |||||
CASH AND CASH EQUIVALENTS, end of period | $ | 37,962 | $ | 56,168 | |||
SUPPLEMENTAL INFORMATION: | |||||||
Cash paid for interest, net of amounts capitalized | $ | 47,874 | $ | 53,722 |
Malls (1) | Associated Centers | Community Centers | Office Buildings (2) | Total | |||||||||||
Consolidated properties | 72 | 25 | 7 | 8 | 112 | ||||||||||
Unconsolidated properties (3) | 10 | 4 | 4 | 5 | 23 | ||||||||||
Total | 82 | 29 | 11 | 13 | 135 |
(1) | Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). |
(2) | Includes CBL's corporate office building. |
(3) | The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. |
Consolidated Properties | Unconsolidated Properties | ||||||||
Malls | Community Centers | Malls | |||||||
Development | — | 1 | — | ||||||
Expansions | 3 | — | 1 | ||||||
Redevelopments | 5 | — | 1 |
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Fair Value at March 31, 2015 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Liabilities: | |||||||||||||||
Interest rate swaps | $ | 1,867 | $ | — | $ | 1,867 | $ | — |
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Fair Value at December 31, 2014 | 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 | $ | 20,512 | $ | 20,512 | $ | — | $ | — | |||||||
Liabilities: | |||||||||||||||
Interest rate swaps | $ | 2,226 | — | $ | 2,226 | $ | — |
Gross Unrealized | |||||||||||||||
Adjusted Cost | Gains | Losses | Fair Value | ||||||||||||
December 31, 2014: | |||||||||||||||
Common stocks | $ | 4,195 | $ | 16,321 | $ | — | $ | 20,516 |
Sales Price | ||||||||||||||||||
Sales Date | Property | Property Type | Location | Gross | Net | Gain | ||||||||||||
2014 Activity: | ||||||||||||||||||
September | Pemberton Plaza (1) | Community Center | Vicksburg, MS | $ | 1,975 | $ | 1,886 | $ | — | |||||||||
June | Foothills Plaza Expansion | Associated Center | Maryville, TN | 2,640 | 2,387 | 937 | ||||||||||||
May | Lakeshore Mall (2) | Mall | Sebring, FL | 14,000 | 13,613 | — | ||||||||||||
$ | 18,615 | $ | 17,886 | $ | 937 |
(1) | The Company recognized a loss on impairment of real estate of $497 in the third quarter of 2014 when it adjusted the book value of Pemberton Plaza to its net sales price. |
(2) | The gross sales price of $14,000 consisted of a $10,000 promissory note and $4,000 in cash. The note receivable was paid off in the third quarter of 2014. The Company recognized a loss on impairment of real estate of $5,100 in the first quarter of 2014 when it adjusted the book value of Lakeshore Mall to its estimated fair value of $13,780 based on a binding purchase agreement signed in April 2014. The sale closed in May 2014 and the Company recognized an impairment loss of $106 in the second quarter of 2014 as a result of additional closing costs. |
Disposal Date | Property | Property Type | Location | Balance of Non-recourse Debt | Gain on Extinguishment of Debt | |||||||||
2014 Activity: | ||||||||||||||
October | Columbia Place (1) | Mall | Columbia, SC | $ | 27,265 | $ | 27,171 | |||||||
September | Chapel Hill Mall (2) | Mall | Akron, OH | 68,563 | 18,296 | |||||||||
January | Citadel Mall (3) | Mall | Charleston, SC | 68,169 | 43,932 | |||||||||
$ | 163,997 | $ | 89,399 |
(1) | The Company conveyed the mall to the lender by a deed-in-lieu of foreclosure. A non-cash impairment loss of $50,683 was recorded in 2011 to write down the book value of the mall to its then estimated fair value. The Company also recorded $3,181 of non-cash default interest expense. |
(2) | The Company conveyed the mall to the lender by a deed-in-lieu of foreclosure. A non-cash impairment loss of $12,050 was recorded in 2014 to write down the book value of the mall to its then estimated fair value. The Company also recorded $1,514 of non-cash default interest expense. |
(3) | The mortgage lender completed the foreclosure process and received the title to the mall in satisfaction of the non-recourse debt. A non-cash impairment loss of $20,453 was recorded in 2013 to write down the book value of the mall to its then estimated fair value. |
Joint Venture | Property Name | Company's Interest |
Ambassador Infrastructure, LLC | Ambassador Town Center - Infrastructure Improvements | 65.0% |
Ambassador Town Center JV, LLC | Ambassador Town Center | 65.0% |
CBL/T-C, LLC | CoolSprings Galleria, Oak Park Mall and West County Center | 50.0% |
CBL-TRS Joint Venture, LLC | Friendly Center, 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 Phases I and II | 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. |
As of | |||||||
ASSETS | March 31, 2015 | December 31, 2014 | |||||
Investment in real estate assets | $ | 2,263,221 | $ | 2,266,252 | |||
Accumulated depreciation | (634,178 | ) | (619,558 | ) | |||
1,629,043 | 1,646,694 | ||||||
Developments in progress | 88,990 | 75,877 | |||||
Net investment in real estate assets | 1,718,033 | 1,722,571 | |||||
Other assets | 169,304 | 170,554 | |||||
Total assets | $ | 1,887,337 | $ | 1,893,125 | |||
LIABILITIES | |||||||
Mortgage and other indebtedness | $ | 1,514,503 | $ | 1,512,826 | |||
Other liabilities | 38,888 | 42,517 | |||||
Total liabilities | 1,553,391 | 1,555,343 | |||||
OWNERS' EQUITY | |||||||
The Company | 195,783 | 198,261 | |||||
Other investors | 138,163 | 139,521 | |||||
Total owners' equity | 333,946 | 337,782 | |||||
Total liabilities and owners' equity | $ | 1,887,337 | $ | 1,893,125 |
Total for the Three Months Ended March 31, | Company's Share for the Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Total revenues | $ | 62,472 | $ | 61,821 | $ | 32,835 | $ | 31,952 | |||||||
Depreciation and amortization | (19,481 | ) | (18,787 | ) | (10,317 | ) | (9,861 | ) | |||||||
Interest income | 332 | 340 | 255 | 259 | |||||||||||
Interest expense | (18,794 | ) | (18,558 | ) | (9,685 | ) | (9,491 | ) | |||||||
Operating expenses | (19,306 | ) | (18,181 | ) | (9,828 | ) | (9,175 | ) | |||||||
Gain on sales of real estate assets | 815 | — | 563 | — | |||||||||||
Net income | $ | 6,038 | $ | 6,635 | $ | 3,823 | $ | 3,684 |
March 31, 2015 | December 31, 2014 | ||||||||||
Amount | Weighted- Average Interest Rate (1) | Amount | Weighted- Average Interest Rate (1) | ||||||||
Fixed-rate debt: | |||||||||||
Non-recourse loans on operating properties (2) | $ | 3,234,029 | 5.62% | $ | 3,252,730 | 5.62% | |||||
Senior unsecured notes due 2023 (3) | 445,863 | 5.25% | 445,770 | 5.25% | |||||||
Senior unsecured notes due 2024 (4) | 299,928 | 4.60% | 299,925 | 4.60% | |||||||
Other | 5,056 | 3.50% | 5,639 | 3.50% | |||||||
Total fixed-rate debt | 3,984,876 | 5.50% | 4,004,064 | 5.50% | |||||||
Variable-rate debt: | |||||||||||
Non-recourse term loans on operating properties | 17,051 | 2.30% | 17,121 | 2.29% | |||||||
Recourse term loans on operating properties | 9,279 | 2.93% | 7,638 | 2.91% | |||||||
Construction loan | 1,440 | 2.68% | 454 | 2.66% | |||||||
Unsecured lines of credit | 207,065 | 1.57% | 221,183 | 1.56% | |||||||
Unsecured term loans | 450,000 | 1.68% | 450,000 | 1.71% | |||||||
Total variable-rate debt | 684,835 | 1.68% | 696,396 | 1.69% | |||||||
Total | $ | 4,669,711 | 4.94% | $ | 4,700,460 | 4.93% |
(1) | Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. |
(2) | The Operating Partnership had four interest rate swaps on notional amounts totaling $104,492 as of March 31, 2015 and $105,584 as of December 31, 2014 related to four variable-rate loans on operating properties to effectively fix the interest rate on the respective loans. Therefore, these amounts were reflected in fixed-rate debt at March 31, 2015 and December 31, 2014. |
(3) | The balance is net of an unamortized discount of $4,137 and $4,230 as of March 31, 2015 and December 31, 2014, respectively. |
(4) | The balance is net of an unamortized discount of $72 and $75 as of March 31, 2015 and December 31, 2014, respectively. |
Total Capacity | Total Outstanding | Maturity Date | Extended Maturity Date (1) | |||||||||
Wells Fargo - Facility A | $ | 600,000 | $ | 43,398 | (2) | November 2015 | November 2016 | |||||
First Tennessee | 100,000 | 9,313 | (3) | February 2016 | N/A | |||||||
Wells Fargo - Facility B | 600,000 | 161,377 | (4) | November 2016 | November 2017 | |||||||
$ | 1,300,000 | $ | 214,088 |
(1) | The extension options are at the Company's election, subject to continued compliance with the terms of the facilities, and have a one-time extension fee of 0.20% of the commitment amount of each credit facility. |
(2) | There was an additional $800 outstanding on this facility as of March 31, 2015 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit. |
(3) | There was an additional $113 outstanding on this facility as of March 31, 2015 for letters of credit. Up to $20,000 of the capacity on this facility can be used for letters of credit. |
(4) | There was an additional $6,110 outstanding on this facility as of March 31, 2015 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% | 49.2% | ||
Unencumbered asset value to unsecured indebtedness | > 1.60x | 2.6x | ||
Unencumbered NOI to unsecured interest expense | > 1.75x | 4.2x | ||
EBITDA to fixed charges (debt service) | > 1.5x | 2.2x |
Ratio | Required | Actual | ||
Total debt to total assets | < 60% | 53.6% | ||
Secured debt to total assets | < 45% (1) | 37.0% | ||
Total unencumbered assets to unsecured debt | > 150% | 238.1% | ||
Consolidated income available for debt service to annual debt service charge | > 1.5x | 3.2x |
(1) | On January 1, 2020 and thereafter, secured debt to total assets must be less than 40%. |
2015 | $ | 554,964 | |
2016 | 770,868 | ||
2017 | 491,189 | ||
2018 | 679,829 | ||
2019 | 115,647 | ||
Thereafter | 2,054,773 | ||
4,667,270 | |||
Net unamortized premiums | 2,441 | ||
$ | 4,669,711 |
Interest Rate Derivative | Number of Instruments | Notional Amount Outstanding | ||||
Interest Rate Swaps | 4 | $ | 104,492 |
Instrument Type | Location in Condensed Consolidated Balance Sheet | Notional Amount Outstanding | Designated Benchmark Interest Rate | Strike Rate | Fair Value at 3/31/15 | Fair Value at 12/31/14 | Maturity Date | |||||||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $50,508 (amortizing to $48,337) | 1-month LIBOR | 2.149% | $ | (893 | ) | $ | (1,064 | ) | April 2016 | |||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $31,630 (amortizing to $30,276) | 1-month LIBOR | 2.187% | (571 | ) | (681 | ) | April 2016 | |||||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $11,822 (amortizing to $11,313) | 1-month LIBOR | 2.142% | (208 | ) | (248 | ) | April 2016 | |||||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $10,532 (amortizing to $10,083) | 1-month LIBOR | 2.236% | (195 | ) | (233 | ) | April 2016 | |||||||||
$ | (1,867 | ) | $ | (2,226 | ) |
Gain Recognized in OCI/L (Effective Portion) | Location of Losses Reclassified from AOCI into Earnings (Effective Portion) | Loss Recognized in Earnings (Effective Portion) | Location of Gain Recognized in Earnings (Ineffective Portion) | Gain Recognized in Earnings (Ineffective Portion) | ||||||||||||||||||||||||
Hedging Instrument | Three Months Ended March 31, | Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||
Interest rate contracts | $ | 360 | $ | 404 | Interest Expense | $ | (523 | ) | $ | (548 | ) | Interest Expense | $ | — | $ | — |
Redeemable Noncontrolling Interests | The Company | Noncontrolling Interests | |||||||||||||||||||||||||
Unrealized Gains (Losses) | |||||||||||||||||||||||||||
Hedging Agreements | Available-for-Sale Securities | Hedging Agreements | Available-for-Sale Securities | Hedging Agreements | Available-for-Sale Securities | Total | |||||||||||||||||||||
Beginning balance, January 1, 2015 | $ | 401 | $ | 384 | $ | 303 | $ | 13,108 | $ | (3,053 | ) | $ | 2,826 | $ | 13,969 | ||||||||||||
OCI before reclassifications | 3 | 10 | 827 | 160 | 53 | 72 | 1,125 | ||||||||||||||||||||
Amounts reclassified from AOCI (1) | — | (394 | ) | (523 | ) | (13,268 | ) | — | (2,898 | ) | (17,083 | ) | |||||||||||||||
Net year-to-date period OCI | 3 | (384 | ) | 304 | (13,108 | ) | 53 | (2,826 | ) | (15,958 | ) | ||||||||||||||||
Ending balance, March 31, 2015 | $ | 404 | $ | — | $ | 607 | $ | — | $ | (3,000 | ) | $ | — | $ | (1,989 | ) |
(1) | Reclassified $16,560 realized gain on sale of available-for-sale securities to Gain on Investment and reclassified $523 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. |
Redeemable Noncontrolling Interests | The Company | Noncontrolling Interests | |||||||||||||||||||||||||
Unrealized Gains (Losses) | |||||||||||||||||||||||||||
Hedging Agreements | Available-for-Sale Securities | Hedging Agreements | Available-for-Sale Securities | Hedging Agreements | Available-for-Sale Securities | Total | |||||||||||||||||||||
Beginning balance, January 1, 2014 | $ | 387 | $ | 333 | $ | (1,214 | ) | $ | 7,539 | $ | (3,304 | ) | $ | 1,903 | $ | 5,644 | |||||||||||
OCI before reclassifications | 3 | (4 | ) | 890 | 1,087 | 59 | (82 | ) | 1,953 | ||||||||||||||||||
Amounts reclassified from AOCI (1) | — | — | (548 | ) | — | — | — | (548 | ) | ||||||||||||||||||
Net year-to-date period OCI/L | 3 | (4 | ) | 342 | 1,087 | 59 | (82 | ) | 1,405 | ||||||||||||||||||
Ending balance, March 31, 2014 | $ | 390 | $ | 329 | $ | (872 | ) | $ | 8,626 | $ | (3,245 | ) | $ | 1,821 | $ | 7,049 |
(1) | Reclassified $548 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. |
Redeemable Common Units | Partners' Capital | ||||||||||||||||||
Unrealized Gains (Losses) | |||||||||||||||||||
Hedging Agreements | Available-for-Sale Securities | Hedging Agreements | Available-for-Sale Securities | Total | |||||||||||||||
Beginning balance, January 1, 2015 | $ | 401 | $ | 384 | $ | (2,750 | ) | $ | 15,934 | $ | 13,969 | ||||||||
OCI before reclassifications | 3 | 10 | 880 | 232 | 1,125 | ||||||||||||||
Amounts reclassified from AOCI (1) | — | (394 | ) | (523 | ) | (16,166 | ) | (17,083 | ) | ||||||||||
Net year-to-date period OCI | 3 | (384 | ) | 357 | (15,934 | ) | (15,958 | ) | |||||||||||
Ending balance, March 31, 2015 | $ | 404 | $ | — | $ | (2,393 | ) | $ | — | $ | (1,989 | ) |
(1) | Reclassified $16,560 realized gain on sale of available-for-sale securities to Gain on Investment and reclassified $523 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. |
Redeemable Common Units | Partners' Capital | ||||||||||||||||||
Unrealized Gains (Losses) | |||||||||||||||||||
Hedging Agreements | Available-for-Sale Securities | Hedging Agreements | Available-for-Sale Securities | Total | |||||||||||||||
Beginning balance, January 1, 2014 | $ | 387 | $ | 333 | $ | (4,518 | ) | $ | 9,442 | $ | 5,644 | ||||||||
OCI before reclassifications | 3 | (4 | ) | 950 | 1,005 | 1,954 | |||||||||||||
Amounts reclassified from AOCI (1) | — | — | (548 | ) | — | (548 | ) | ||||||||||||
Net year-to-date period OCI/L | 3 | (4 | ) | 402 | 1,005 | 1,406 | |||||||||||||
Ending balance, March 31, 2014 | $ | 390 | $ | 329 | $ | (4,116 | ) | $ | 10,447 | $ | 7,050 |
(1) | Reclassified $548 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. |
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||
Maturity Date | Interest Rate | Balance | Interest Rate | Balance | ||||||||||
Mortgages: | ||||||||||||||
Columbia Place Outparcel | Feb 2022 | 5.00% | $ | 354 | 5.00% | $ | 360 | |||||||
Park Place | May 2022 | 5.00% | 1,521 | 5.00% | 1,566 | |||||||||
Village Square | Mar 2016 | 3.50% | 1,708 | 3.50% | 1,711 | |||||||||
Other | Dec 2016 - Jan 2047 | 2.68% - 9.50% | 5,538 | 2.67% - 9.50% | 5,686 | |||||||||
9,121 | 9,323 | |||||||||||||
Other Notes Receivable: | ||||||||||||||
RED Development Inc. | Nov 2023 | 5.00% | 7,429 | 5.00% | 7,429 | |||||||||
Woodstock land (1) | May 2015 | 10.00% | 3,059 | 10.00% | 3,059 | |||||||||
10,488 | 10,488 | |||||||||||||
$ | 19,609 | $ | 19,811 |
(1) | Woodstock GA Investments, LLC, a joint venture in which the Company owns a 75.0% interest, has a note receivable with an entity that owns an interest in land in Woodstock, GA, adjacent to the site of The Outlet Shoppes at Atlanta. The loan is secured by the entity's interest in the adjacent land. An amendment to the note was made in the first quarter of 2015 to extend the maturity date from February 2015 to May 2015. |
Three Months Ended March 31, 2015 | Malls | Associated Centers | Community Centers | All Other (1) | Total | |||||||||||||||
Revenues | $ | 230,271 | $ | 10,407 | $ | 4,681 | $ | 15,550 | $ | 260,909 | ||||||||||
Property operating expenses (2) | (73,949 | ) | (2,596 | ) | (1,124 | ) | 1,764 | (75,905 | ) | |||||||||||
Interest expense | (43,698 | ) | (1,956 | ) | (1,195 | ) | (12,308 | ) | (59,157 | ) | ||||||||||
Other expense | — | — | — | (6,476 | ) | (6,476 | ) | |||||||||||||
Gain on sales of real estate assets | 264 | — | — | 493 | 757 | |||||||||||||||
Segment profit (loss) | $ | 112,888 | $ | 5,855 | $ | 2,362 | $ | (977 | ) | 120,128 | ||||||||||
Depreciation and amortization expense | (76,266 | ) | ||||||||||||||||||
General and administrative expense | (17,230 | ) | ||||||||||||||||||
Interest and other income | 5,274 | |||||||||||||||||||
Gain on investment | 16,560 | |||||||||||||||||||
Equity in earnings of unconsolidated affiliates | 3,823 | |||||||||||||||||||
Income tax benefit | 916 | |||||||||||||||||||
Income from continuing operations | $ | 53,205 | ||||||||||||||||||
Total Assets | $ | 5,665,654 | $ | 272,045 | $ | 266,076 | $ | 339,825 | $ | 6,543,600 | ||||||||||
Capital expenditures (3) | $ | 30,366 | $ | 5,908 | $ | 198 | $ | 30,769 | $ | 67,241 |
Three Months Ended March 31, 2014 | Malls | Associated Centers | Community Centers | All Other (1) | Total | |||||||||||||||
Revenues | $ | 229,873 | $ | 10,856 | $ | 4,538 | $ | 15,976 | $ | 261,243 | ||||||||||
Property operating expenses (2) | (74,294 | ) | (2,495 | ) | (1,657 | ) | 923 | (77,523 | ) | |||||||||||
Interest expense | (50,016 | ) | (2,000 | ) | (649 | ) | (7,841 | ) | (60,506 | ) | ||||||||||
Other expense | — | — | — | (6,545 | ) | (6,545 | ) | |||||||||||||
Gain on sales of real estate assets | 1,130 | 1 | 1 | 22 | 1,154 | |||||||||||||||
Segment profit | $ | 106,693 | $ | 6,362 | $ | 2,233 | $ | 2,535 | 117,823 | |||||||||||
Depreciation and amortization expense | (69,083 | ) | ||||||||||||||||||
General and administrative expense | (14,773 | ) | ||||||||||||||||||
Interest and other income | 1,528 | |||||||||||||||||||
Gain on extinguishment of debt | 42,660 | |||||||||||||||||||
Loss on impairment | (17,150 | ) | ||||||||||||||||||
Equity in earnings of unconsolidated affiliates | 3,684 | |||||||||||||||||||
Income tax provision | (397 | ) | ||||||||||||||||||
Income from continuing operations | $ | 64,292 | ||||||||||||||||||
Total Assets | $ | 5,766,003 | $ | 274,556 | $ | 297,347 | $ | 365,943 | $ | 6,703,849 | ||||||||||
Capital expenditures (3) | $ | 32,937 | $ | 9,272 | $ | 528 | $ | 39,757 | $ | 82,494 |
(1) | The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and the Company’s subsidiary that provides security and maintenance services. |
(2) | Property operating expenses include property operating, real estate taxes and maintenance and repairs. |
(3) | Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Three Months Ended March 31, | |||||
2015 | 2014 | ||||
Denominator – basic | 170,420 | 170,196 | |||
Effect of performance stock units (1) | 90 | — | |||
Denominator – diluted | 170,510 | 170,196 |
(1) | Performance stock units are contingently issuable common shares and are included in earnings per share if the effect is dilutive. See Note 13 for a description of the long-term incentive program, which was adopted in 2015, that these units relate to. |
Three Months Ended March 31, | |||||
2015 | 2014 | ||||
Denominator – basic | 199,681 | 199,741 | |||
Effect of performance stock units (1) | 90 | — | |||
Denominator – diluted | 199,771 | 199,741 |
(1) | Performance stock units are contingently issuable common units and are included in earnings per unit if the effect is dilutive. See Note 13 for a description of the long-term incentive program, which was adopted in 2015, that these units relate to. |
As of March 31, 2015 | Obligation recorded to reflect guaranty | |||||||||||||||||||||
Unconsolidated Affiliate | Company's Ownership Interest | Outstanding Balance | Percentage Guaranteed by the Company | Maximum Guaranteed Amount | Debt Maturity Date (1) | 3/31/2015 | 12/31/14 | |||||||||||||||
West Melbourne I, LLC - Phase I | 50% | $ | 40,051 | 25% | $ | 10,012 | Nov-2015 | (2) | $ | 101 | $ | 101 | ||||||||||
West Melbourne I, LLC - Phase II | 50% | 15,556 | N/A | (3) | 8,700 | Nov-2015 | (2) | 87 | 87 | |||||||||||||
Port Orange I, LLC | 50% | 60,526 | 25% | 15,132 | Nov-2015 | (2) | 153 | 153 | ||||||||||||||
JG Gulf Coast Town Center, LLC - Phase III | 50% | 5,548 | 100% | 5,548 | Jul-2015 | — | — | |||||||||||||||
Fremaux Town Center JV, LLC - Phase I | 65% | 40,596 | 50% | (4) | 21,023 | Aug-2016 | (5) | 236 | 236 | |||||||||||||
Fremaux Town Center JV, LLC - Phase II | 65% | 7,460 | 50% | (6) | 16,050 | Aug-2016 | (5) | 161 | 161 | |||||||||||||
Ambassador Town Center JV, LLC | 65% | 1,455 | 100% | (7) | 48,200 | Dec-2017 | (8) | 482 | 482 | |||||||||||||
Ambassador Infrastructure, LLC | 65% | 1,002 | 100% | (9) | 11,700 | Dec-2017 | (8) | 177 | 177 | |||||||||||||
Total guaranty liability | $ | 1,397 | $ | 1,397 |
(1) | Excludes any extension options. |
(2) | The loan has two one-year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of November 2017. |
(3) | In the fourth quarter of 2014, the loan was amended and restated to add funding for the construction of Academy Sports. The guaranty was also amended to cap the maximum guaranteed amount at $8,700 unless a monetary default event occurs related to Carmike Cinema or Academy Sports. The guaranty will be reduced to 25% once Academy Sports is operational and paying contractual rent. |
(4) | The Company received a 1% fee for this guaranty when the loan was issued in March 2013. The guaranty will be reduced to 25% upon the opening of LA Fitness and payment of contractual rent. The guaranty will be further reduced to 15% when Phase I of the development has been open for one year and a debt service coverage ratio of 1.30 to 1.00 is met. |
(5) | The loan has two one-year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of August 2018. |
(6) | The Company received a 1% fee for this guaranty when the loan was issued in August 2014. Upon completion of Phase II of the development and once certain leasing and occupancy metrics have been met, the guaranty will be reduced to 25%. The guaranty will be further reduced to 15% when Phase II of the development has been open for one year, the debt service coverage ratio of 1.30 to 1.00 is met and Dillard's is operational. |
(7) | The Company received a 1% fee for this guaranty when the loan was issued in December 2014. Once construction is complete, the guaranty will be reduced to 50%. The guaranty will be further reduced from 50% to 15% once the construction of Ambassador Town Center and its related infrastructure improvements is complete as well as upon the attainment of certain debt service and operational metrics. |
(8) | The loan has two one-year extension options, which are the joint venture's election, for an outside maturity date of December 2019. |
(9) | The Company received a 1% fee for this guaranty when the loan was issued in December 2014. The guaranty will be reduced to 50% on March 1st of the year following any calendar year during which the payment-in-lieu of taxes ("PILOT") payments received by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists. |
Shares | Weighted Average Grant-Date Fair Value | |||||
Nonvested at January 1, 2015 | 498,862 | $ | 18.35 | |||
Granted | 267,410 | $ | 20.30 | |||
Vested | (191,215 | ) | $ | 18.76 | ||
Forfeited | (2,340 | ) | $ | 19.20 | ||
Nonvested at March 31, 2015 | 572,717 | $ | 19.12 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Accrued dividends and distributions payable | $ | 54,491 | $ | 50,576 | |||
Additions to real estate assets accrued but not yet paid | 3,965 | 19,162 | |||||
Transfer of estate assets in settlement of mortgage debt obligation: (1) | |||||||
Decrease in real estate assets | — | (22,605 | ) | ||||
Decrease in mortgage and other indebtedness | — | 68,169 | |||||
Decrease in operating assets and liabilities | — | (1,655 | ) |
(1) | See Note 4 for additional information related to Citadel Mall. |
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Current tax benefit | $ | 1,423 | $ | 53 | ||||
Deferred tax provision | (507 | ) | (450 | ) | ||||
Income tax benefit (provision) | $ | 916 | $ | (397 | ) |
• | general industry, economic and business conditions; |
• | interest rate fluctuations; |
• | costs and availability of capital and capital requirements; |
• | costs and availability of real estate; |
• | inability to consummate acquisition opportunities and other risks associated with acquisitions; |
• | competition from other companies and retail formats; |
• | changes in retail demand and rental rates in our markets; |
• | shifts in customer demands; |
• | tenant bankruptcies or store closings; |
• | changes in vacancy rates at our properties; |
• | changes in operating expenses; |
• | changes in applicable laws, rules and regulations; |
• | sales of real property; |
• | changes in our credit ratings; and |
• | the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future refinancing requirements and business. |
Malls (1) | Associated Centers | Community Centers | Office Buildings (2) | Total | |||||||||||
Consolidated properties | 72 | 25 | 7 | 8 | 112 | ||||||||||
Unconsolidated properties (3) | 10 | 4 | 4 | 5 | 23 | ||||||||||
Total | 82 | 29 | 11 | 13 | 135 |
(1) | Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). |
(2) | Includes our corporate office building. |
(3) | We account for these investments using the equity method because one or more of the other partners have substantive participating rights. |
Consolidated Properties | Unconsolidated Properties | ||||||||
Malls | Community Centers | Malls | |||||||
Development | — | 1 | — | ||||||
Expansions | 3 | — | 1 | ||||||
Redevelopments | 5 | — | 1 |
Property | Location | Date Opened | ||
New Developments: | ||||
Fremaux Town Center (1) | Slidell, LA | March 2014 | ||
The Outlet Shoppes of the Bluegrass (2) | Simpsonville, KY | July 2014 | ||
Parkway Plaza | Fort Oglethorpe, GA | March 2015 |
(1) | Fremaux Town Center is a 65/35 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations. |
(2) | The Outlet Shoppes of the Bluegrass is a 65/35 joint venture, which is included in the accompanying consolidated statements of operations on a consolidated basis. |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Net income attributable to the Company | $ | 46,164 | $ | 55,294 | |||
Adjustments: (1) | |||||||
Depreciation and amortization | 83,952 | 77,411 | |||||
Interest expense | 67,147 | 68,686 | |||||
Abandoned projects expense | 125 | 1 | |||||
Gain on sales of real estate assets | (1,320 | ) | (1,154 | ) | |||
Gain on investment | (16,560 | ) | — | ||||
Gain on extinguishment of debt | — | (42,660 | ) | ||||
Loss on impairment | — | 17,831 | |||||
Income tax provision (benefit) | (916 | ) | 397 | ||||
Lease termination fees | (1,306 | ) | (932 | ) | |||
Straight-line rent and above- and below-market lease amortization | (1,330 | ) | (698 | ) | |||
Net income attributable to noncontrolling interest in earnings of Operating Partnership | 6,172 | 7,651 | |||||
Loss on discontinued operations | — | 17 | |||||
General and administrative expenses | 17,230 | 14,773 | |||||
Management fees and non-property level revenues | (11,458 | ) | (7,706 | ) | |||
Company's share of property NOI | 187,900 | 188,911 | |||||
Non-comparable NOI | (11,280 | ) | (13,301 | ) | |||
Total same-center NOI | $ | 176,620 | $ | 175,610 |
(1) | Adjustments are based on our pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties. |
(1) | Stabilized malls – Malls that have completed their initial lease-up and have been open for more than three complete calendar years. |
(2) | Non-stabilized malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category. Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta were classified as non-stabilized malls as of March 31, 2015. The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City were classified as non-stabilized malls as of March 31, 2014. |
(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. 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 the non-core properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude non-core properties. Madison Square was classified as a non-core mall as of March 31, 2015. Columbia Place, Chapel Hill Mall and Madison Square were classified as non-core malls as of March 31, 2014. Additionally, Madison Plaza, an associated center adjacent to Madison Square, was classified as a non-core property as of March 31, 2015 and 2014. Chapel Hill Mall and Columbia Place were conveyed to the respective lenders holding the non-recourse mortgage loans secured by these properties, in the third and fourth quarters of 2014, respectively. Madison Square was sold subsequent to March 31, 2015. |
(4) | Lender malls - Properties for which we are working or intend to work with the lender on the terms of the loan secured by the related property. As of March 31, 2015 and 2014, Gulf Coast Town Center and Triangle Town Center were classified as lender malls. Additionally, Triangle Town Place, an associated center adjacent to Triangle Town Center, was classified a lender property as of March 31, 2015. Lender properties are excluded from our same-center pool because they are under cash management agreements with the respective servicers. As such, the servicer controls the cash flow of these properties. |
(5) | Major redevelopment/Repositioning - Properties in major redevelopment or where we are considering alternatives to reposition the property. As of March 31, 2015, the Annex at Monroeville and CoolSprings Galleria were under significant redevelopment and Chesterfield Mall and Wausau Center were being considered for repositioning. |
Three Months Ended March 31, | |||||
2015 | 2014 | ||||
Malls | 88.3 | % | 88.0 | % | |
Associated centers | 4.0 | % | 4.2 | % | |
Community centers | 1.8 | % | 1.7 | % | |
Mortgages, office buildings and other | 5.9 | % | 6.1 | % |
As of March 31, | |||||
2015 | 2014 | ||||
Total portfolio | 90.9 | % | 92.5 | % | |
Total mall portfolio | 89.8 | % | 92.3 | % | |
Same-center stabilized malls | 89.5 | % | 92.6 | % | |
Stabilized malls | 89.5 | % | 92.2 | % | |
Non-stabilized malls (2) | 97.1 | % | 96.9 | % | |
Associated centers | 94.2 | % | 94.8 | % | |
Community centers | 97.5 | % | 94.4 | % |
(1) | As noted above, occupancy excludes properties which are non-core, under major redevelopment, being considered for repositioning or where we intend to renegotiate the terms of the debt secured by the related property. |
(2) | Represents occupancy for Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of March 31, 2015 and occupancy for The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of March 31, 2014. |
Three Months Ended March 31, | |||||
2015 | 2014 | ||||
Operating portfolio: | |||||
New leases | 360,795 | 289,908 | |||
Renewal leases | 751,071 | 827,375 | |||
Development portfolio: | |||||
New leases | 173,036 | 299,696 | |||
Total leased | 1,284,902 | 1,416,979 |
As of March 31, | |||||||
2015 | 2014 | ||||||
Same-center stabilized malls | $ | 31.14 | $ | 30.44 | |||
Stabilized malls | 31.14 | 30.32 | |||||
Non-stabilized malls (2) | 21.61 | 24.58 | |||||
Associated centers | 12.88 | 12.42 | |||||
Community centers | 15.54 | 15.81 | |||||
Office buildings | 19.37 | 19.52 |
(1) | As noted above, average annual base rents excludes properties which are non-core, under major redevelopment, being considered for repositioning or where we intend to renegotiate the terms of the debt secured by the related property. |
(2) | Represents average annual base rents for Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of March 31, 2015 and average annual base rents for The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of March 31, 2014. |
Property Type | Square Feet | Prior Gross Rent PSF | New Initial Gross Rent PSF | % Change Initial | New Average Gross Rent PSF (1) | % Change Average | |||||||||||||||
All Property Types (2) | 608,132 | $ | 40.67 | $ | 43.59 | 7.2 | % | $ | 45.08 | 10.8 | % | ||||||||||
Stabilized malls | 581,413 | 41.45 | 44.34 | 7.0 | % | 45.86 | 10.6 | % | |||||||||||||
New leases | 121,546 | 45.04 | 57.50 | 27.7 | % | 60.87 | 35.1 | % | |||||||||||||
Renewal leases | 459,867 | 40.50 | 40.86 | 0.9 | % | 41.89 | 3.4 | % |
(1) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. |
(2) | Includes stabilized malls, associated centers, community centers and office buildings. |
Number of Leases | Square Feet | Term (in years) | Initial Rent PSF | Average Rent PSF | Expiring Rent PSF | Initial Rent Spread | Average Rent Spread | ||||||||||||||||||||||||||||
Commencement 2015: | |||||||||||||||||||||||||||||||||||
New | 123 | 344,596 | 8.91 | $ | 49.97 | $ | 52.95 | $ | 39.23 | $ | 10.74 | 27.4 | % | $ | 13.72 | 35.0 | % | ||||||||||||||||||
Renewal | 367 | 1,114,915 | 4.05 | 39.05 | 40.04 | 37.64 | 1.41 | 3.7 | % | 2.40 | 6.4 | % | |||||||||||||||||||||||
Commencement 2015 Total | 490 | 1,459,511 | 5.27 | $ | 41.63 | $ | 43.09 | $ | 38.01 | $ | 3.62 | 9.5 | % | $ | 5.08 | 13.4 | % | ||||||||||||||||||
Commencement 2016: | |||||||||||||||||||||||||||||||||||
New | 8 | 13,735 | 7.98 | $ | 74.58 | $ | 77.64 | $ | 60.54 | $ | 14.04 | 23.2 | % | $ | 17.10 | 28.2 | % | ||||||||||||||||||
Renewal | 73 | 201,094 | 3.54 | 47.81 | 48.76 | 45.29 | 2.52 | 5.6 | % | 3.47 | 7.7 | % | |||||||||||||||||||||||
Commencement 2016 Total | 81 | 214,829 | 3.98 | $ | 49.52 | $ | 50.60 | $ | 46.27 | $ | 3.25 | 7.0 | % | $ | 4.33 | 9.4 | % | ||||||||||||||||||
Total 2015/2016 | 571 | 1,674,340 | 5.08 | $ | 42.64 | $ | 44.05 | $ | 39.07 | $ | 3.57 | 9.1 | % | $ | 4.98 | 12.7 | % |
Three Months Ended March 31, | ||||||||||||
2015 | 2014 | Change | ||||||||||
Net cash provided by operating activities | $ | 105,734 | $ | 86,946 | $ | 18,788 | ||||||
Net cash used in investing activities | (7,960 | ) | (42,808 | ) | 34,848 | |||||||
Net cash used in financing activities | (97,734 | ) | (53,448 | ) | (44,286 | ) | ||||||
Net cash flows | $ | 40 | $ | (9,310 | ) | $ | 9,350 |
• | $43.3 million of expenditures related to our development, redevelopment, renovation and expansion programs, |
• | net proceeds of $20.8 million from the sale of available-for-sale securities, and |
• | proceeds of $11.3 million primarily related to the sale of a parcel of land that was ground leased to an apartment complex adjacent to our community center, The Pavilion at Port Orange. |
• | $53.1 million of expenditures related to our development, redevelopment, renovation and expansion programs, and |
• | a $7.7 million reduction in restricted cash primarily related to the first quarter 2014 repayment of the mortgage loan secured by St. Clair Square. |
• | net repayment of $30.1 million of mortgage and other indebtedness, and |
• | dividends and distributions of $67.3 million paid to holders of preferred stock, common stock and noncontrolling interests. |
• | net proceeds from the issuance of mortgage and other indebtedness, net of principal payments, of $11.1 million, and |
• | dividends and distributions of $63.3 million paid to holders of preferred stock, common stock and noncontrolling interests. |
Consolidated | Noncontrolling Interests | Unconsolidated Affiliates | Total | Weighted- Average Interest Rate (1) | |||||||||||||
March 31, 2015 | |||||||||||||||||
Fixed-rate debt: | |||||||||||||||||
Non-recourse loans on operating properties (2) | $ | 3,234,029 | $ | (111,991 | ) | $ | 669,691 | $ | 3,791,729 | 5.54% | |||||||
Senior unsecured notes due 2023 (3) | 445,863 | — | — | 445,863 | 5.25% | ||||||||||||
Senior unsecured notes due 2024 (4) | 299,928 | — | — | 299,928 | 4.60% | ||||||||||||
Other | 5,056 | (2,528 | ) | — | 2,528 | 3.50% | |||||||||||
Total fixed-rate debt | 3,984,876 | (114,519 | ) | 669,691 | 4,540,048 | 5.45% | |||||||||||
Variable-rate debt: | |||||||||||||||||
Non-recourse term loans on operating properties | 17,051 | (7,058 | ) | — | 9,993 | 2.39% | |||||||||||
Recourse term loans on operating properties | 9,279 | — | 91,634 | 100,913 | 2.30% | ||||||||||||
Construction loans | 1,440 | — | 7,306 | 8,746 | 2.23% | ||||||||||||
Unsecured lines of credit | 207,065 | — | — | 207,065 | 1.57% | ||||||||||||
Unsecured term loans | 450,000 | — | — | 450,000 | 1.68% | ||||||||||||
Total variable-rate debt | 684,835 | (7,058 | ) | 98,940 | 776,717 | 1.75% | |||||||||||
Total | $ | 4,669,711 | $ | (121,577 | ) | $ | 768,631 | $ | 5,316,765 | 4.91% |
Consolidated | Noncontrolling Interests | Unconsolidated Affiliates | Total | Weighted- Average Interest Rate (1) | |||||||||||||
December 31, 2014 | |||||||||||||||||
Fixed-rate debt: | |||||||||||||||||
Non-recourse loans on operating properties (2) | $ | 3,252,730 | $ | (112,571 | ) | $ | 671,526 | $ | 3,811,685 | 5.54% | |||||||
Senior unsecured notes due 2023 (3) | 445,770 | — | — | 445,770 | 5.25% | ||||||||||||
Senior unsecured notes due 2024 (4) | 299,925 | — | — | 299,925 | 4.60% | ||||||||||||
Other | 5,639 | (2,819 | ) | — | 2,820 | 3.50% | |||||||||||
Total fixed-rate debt | 4,004,064 | (115,390 | ) | 671,526 | 4,560,200 | 5.45% | |||||||||||
Variable-rate debt: | |||||||||||||||||
Non-recourse term loans on operating properties | 17,121 | (7,083 | ) | — | 10,038 | 2.38% | |||||||||||
Recourse term loans on operating properties | 7,638 | — | 92,709 | 100,347 | 2.29% | ||||||||||||
Construction loans | 454 | — | 4,067 | 4,521 | 2.19% | ||||||||||||
Unsecured lines of credit | 221,183 | — | — | 221,183 | 1.56% | ||||||||||||
Unsecured term loans | 450,000 | — | — | 450,000 | 1.71% | ||||||||||||
Total variable-rate debt | 696,396 | (7,083 | ) | 96,776 | 786,089 | 1.75% | |||||||||||
Total | $ | 4,700,460 | $ | (122,473 | ) | $ | 768,302 | $ | 5,346,289 | 4.91% |
(1) | Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs. |
(2) | We had four interest rate swaps with notional amounts outstanding totaling $104,492 as of March 31, 2015 and $105,584 as of December 31, 2014 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 March 31, 2015 and December 31, 2014. |
(3) | Net of unamortized discount of $4,137 and $4,230 as of March 31, 2015 and December 31, 2014, respectively. |
(4) | Net of unamortized discount of $72 and $75 as of March 31, 2015 and December 31, 2014, respectively. |
Instrument Type | Location in Condensed Consolidated Balance Sheet | Notional Amount Outstanding | Designated Benchmark Interest Rate | Strike Rate | Fair Value at 3/31/15 | Fair Value at 12/31/14 | Maturity Date | ||||||||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $50,508 (amortizing to $48,337) | 1-month LIBOR | 2.149 | % | $ | (893 | ) | $ | (1,064 | ) | April 2016 | |||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $31,630 (amortizing to $30,276) | 1-month LIBOR | 2.187 | % | (571 | ) | (681 | ) | April 2016 | |||||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $11,822 (amortizing to $11,313) | 1-month LIBOR | 2.142 | % | (208 | ) | (248 | ) | April 2016 | |||||||||
Pay fixed/ Receive variable Swap | Accounts payable and accrued liabilities | $10,532 (amortizing to $10,083) | 1-month LIBOR | 2.236 | % | (195 | ) | (233 | ) | April 2016 | |||||||||
$ | (1,867 | ) | $ | (2,226 | ) |
Shares Outstanding | Stock Price (1) | Value | ||||||||
Common stock and operating partnership units | 199,750 | $ | 19.80 | $ | 3,955,050 | |||||
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 | 4,581,300 | |||||||||
Company’s share of total debt | 5,316,765 | |||||||||
Total market capitalization | $ | 9,898,065 | ||||||||
Debt-to-total-market capitalization ratio | 53.7 | % |
(1) | Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on March 31, 2015. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock. |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Tenant allowances (1) | $ | 12,696 | $ | 11,412 | |||
Renovations | 2,163 | 1,805 | |||||
Deferred maintenance: | |||||||
Parking lot and parking lot lighting | 1,912 | 1,294 | |||||
Roof repairs and replacements | 931 | 232 | |||||
Other capital expenditures | 1,066 | 2,349 | |||||
Total deferred maintenance | 3,909 | 3,875 | |||||
Capitalized overhead | 1,999 | 966 | |||||
Capitalized interest | 1,208 | 1,409 | |||||
Total capital expenditures | $ | 21,975 | $ | 19,467 |
(1) | Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented. |
Total Project Square Feet | |||||||||||||||||
Total Cost (1) | Cost to Date (2) | Opening Date | Initial Unleveraged Yield | ||||||||||||||
Property | Location | ||||||||||||||||
Community Center: | |||||||||||||||||
Parkway Plaza | Fort Oglethorpe, GA | 134,050 | $ | 17,325 | $ | 15,806 | March-15 | 8.5% | |||||||||
Community Center Expansion: | |||||||||||||||||
Hammock Landing - Academy Sports (3) | West Melbourne, FL | 63,092 | 9,903 | 5,928 | March-15 | 8.6% | |||||||||||
Total Properties Opened | 197,142 | $ | 27,228 | $ | 21,734 |
(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 owned in an unconsolidated joint venture. See Note 5 to the condensed consolidated financial statements for ownership percentage. Total and cost to date are reflected at 100%. |
Total Project Square Feet | |||||||||||||||||
Total Cost (1) | Cost to Date (2) | Expected Opening Date | Initial Unleveraged Yield | ||||||||||||||
Property | Location | ||||||||||||||||
Community Center: | |||||||||||||||||
Ambassador Town Center (3) | Lafayette, LA | 438,057 | $ | 61,456 | $ | 16,995 | Spring-16 | 8.8% | |||||||||
Mall/Outlet Center Expansions: | |||||||||||||||||
Fremaux Town Center - Phase II (3) | Slidell, LA | 279,791 | 38,334 | 15,002 | Fall-15 | 9.6% | |||||||||||
The Outlet Shoppes at Atlanta - Parcel Development (4) | Woodstock, GA | 9,600 | 3,542 | 3,496 | Spring-15 | 9.3% | |||||||||||
The Outlet Shoppes at Atlanta - Phase II (4) | Woodstock, GA | 32,944 | 5,421 | 336 | Fall-15 | 14.2% | |||||||||||
The Outlet Shoppes of the Bluegrass-Phase II (5) | Simpsonville, KY | 53,378 | 11,802 | 2,203 | Fall-15 | 11.0% | |||||||||||
Sunrise Mall - Dick's Sporting Goods | Brownsville, TX | 50,000 | 8,348 | 239 | Winter-15 | 8.7% | |||||||||||
425,713 | 67,447 | 21,276 | |||||||||||||||
Mall Redevelopment: | |||||||||||||||||
Brookfield Square - Sears Redevelopment | Brookfield, WI | 21,814 | 7,704 | 1,858 | Fall-15 | 8.3% | |||||||||||
CoolSprings Galleria - Sears Redevelopment (3) | Nashville, TN | 182,163 | 66,398 | 31,647 | Spring-15/Summer-16 | 7.0% | |||||||||||
Hickory Point Mall - JCP Redevelopment | Forsyth, IL | 60,000 | 2,764 | 1,201 | Fall-15 | 10.7% | |||||||||||
Janesville Mall - JCP Redevelopment | Janesville, WI | 149,522 | 17,128 | 1,642 | Fall-15 | 8.7% | |||||||||||
Meridian Mall - Gordmans | Lansing, MI | 50,000 | 7,193 | 4,251 | Fall-15 | 10.3% | |||||||||||
Northgate Mall - Streetscape/ULTA | Chattanooga, TN | 50,852 | 8,989 | 4,687 | Fall-14/Summer-15 | 10.5% | |||||||||||
514,351 | 110,176 | 45,286 | |||||||||||||||
Total Properties Under Development | 1,378,121 | $ | 239,079 | $ | 83,557 |
(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 owned in an unconsolidated joint venture. See Note 5 to the condensed consolidated financial statements for ownership percentage. Total and cost to date are reflected at 100%. |
(4) | This property is a 75/25 consolidated joint venture. Total cost and cost to date are reflected at 100%. |
(5) | This property is a 65/35 consolidated 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. |
As of March 31, 2015 | Obligation recorded to reflect guaranty | |||||||||||||||||||||
Unconsolidated Affiliate | Company's Ownership Interest | Outstanding Balance | Percentage Guaranteed by the Company | Maximum Guaranteed Amount | Debt Maturity Date (1) | 3/31/2015 | 12/31/14 | |||||||||||||||
West Melbourne I, LLC - Phase I | 50% | $ | 40,051 | 25% | $ | 10,012 | Nov-2015 | (2) | $ | 101 | $ | 101 | ||||||||||
West Melbourne I, LLC - Phase II | 50% | 15,556 | N/A | (3) | 8,700 | Nov-2015 | (2) | 87 | 87 | |||||||||||||
Port Orange I, LLC | 50% | 60,526 | 25% | 15,132 | Nov-2015 | (2) | 153 | 153 | ||||||||||||||
JG Gulf Coast Town Center, LLC - Phase III | 50% | 5,548 | 100% | 5,548 | Jul-2015 | — | — | |||||||||||||||
Fremaux Town Center JV, LLC - Phase I | 65% | 40,596 | 50% | (4) | 21,023 | Aug-2016 | (5) | 236 | 236 | |||||||||||||
Fremaux Town Center JV, LLC - Phase II | 65% | 7,460 | 50% | (6) | 16,050 | Aug-2016 | (5) | 161 | 161 | |||||||||||||
Ambassador Town Center JV, LLC | 65% | 1,455 | 100% | (7) | 48,200 | Dec-2017 | (8) | 482 | 482 | |||||||||||||
Ambassador Infrastructure, LLC | 65% | 1,002 | 100% | (9) | 11,700 | Dec-2017 | (8) | 177 | 177 | |||||||||||||
Total guaranty liability | $ | 1,397 | $ | 1,397 |
(1) | Excludes any extension options. |
(2) | The loan has two one-year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of November 2017. |
(3) | In the fourth quarter of 2014, the loan was amended and restated to add funding for the construction of Academy Sports. The guaranty was also amended to cap the maximum guaranteed amount at $8,700 unless a monetary default event occurs related to Carmike Cinema or Academy Sports. The guaranty will be reduced to 25% once Academy Sports is operational and paying contractual rent. |
(4) | We received a 1% fee for this guaranty when the loan was issued in March 2013. The guaranty will be reduced to 25% upon the opening of LA Fitness and payment of contractual rent. The guaranty will be further reduced to 15% when Phase I of the development has been open for one year and the debt service coverage ratio of 1.30 to 1.00 is met. |
(5) | The loan has two one-year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of August 2018. |
(6) | We received a 1% fee for this guaranty when the loan was issued in August 2014. Upon completion of Phase II of the development and once certain leasing and occupancy metrics have been met, the guaranty will be reduced to 25%. The guaranty will be further reduced to 15% when Phase II of the development has been open for one year, the debt service coverage ratio of 1.30 to 1.00 is met and Dillard's is operational. |
(7) | We received a 1% fee for this guaranty when the loan was issued in December 2014. Once construction is complete, the guaranty will be reduced to 50%. The guaranty will be further reduced from 50% to 15% once the construction of Ambassador Town Center and its related infrastructure improvements is complete as well as upon the attainment of certain debt service and operational metrics. |
(8) | The loan has two one-year extension options, which are the joint venture's election, for an outside maturity date of December 2019. |
(9) | We received a 1% fee for this guaranty when the loan was issued in December 2014. The guaranty will be reduced to 50% on March 1st of the year following any calendar year during which the PILOT payments received by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists. |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Net income attributable to common shareholders | $ | 34,941 | $ | 44,071 | |||
Noncontrolling interest in income of Operating Partnership | 6,172 | 7,651 | |||||
Depreciation and amortization expense of: | |||||||
Consolidated properties | 76,266 | 69,083 | |||||
Unconsolidated affiliates | 10,317 | 9,861 | |||||
Non-real estate assets | (842 | ) | (594 | ) | |||
Noncontrolling interests' share of depreciation and amortization | (2,631 | ) | (1,533 | ) | |||
Loss on impairment | — | 17,831 | |||||
Gain on depreciable property | (67 | ) | 18 | ||||
Funds from operations of the Operating Partnership | 124,156 | 146,388 | |||||
Litigation settlement, net of related expenses | (4,658 | ) | (800 | ) | |||
Gain on investment | (16,560 | ) | — | ||||
Gain on extinguishment of debt | — | (42,660 | ) | ||||
Funds from operations of the Operating Partnership, as adjusted | $ | 102,938 | $ | 102,928 | |||
Funds from operations per diluted share | $ | 0.62 | $ | 0.73 | |||
Funds from operations, as adjusted, per diluted share | $ | 0.52 | $ | 0.52 | |||
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 199,771 | 199,741 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Diluted EPS attributable to common shareholders | $ | 0.20 | $ | 0.26 | |||
Eliminate amounts per share excluded from FFO: | |||||||
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests | 0.42 | 0.38 | |||||
Loss on impairment | — | 0.09 | |||||
Funds from operations per diluted share | $ | 0.62 | $ | 0.73 |
Three Months Ended March 31, | |||||||
2015 | 2014 | ||||||
Funds from operations of the Operating Partnership | $ | 124,156 | $ | 146,388 | |||
Percentage allocable to common shareholders (1) | 85.35 | % | 85.21 | % | |||
Funds from operations allocable to common shareholders | $ | 105,967 | $ | 124,737 | |||
Funds from operations of the Operating Partnership, as adjusted | $ | 102,938 | $ | 102,928 | |||
Percentage allocable to common shareholders (1) | 85.35 | % | 85.21 | % | |||
Funds from operations allocable to Company shareholders, as adjusted | $ | 87,858 | $ | 87,705 |
(1) | Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period. |
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (2) | Total Number of Shares Purchased as Part of a Publicly Announced Plan | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan | ||||||||||||||
January 1–31, 2015 | 71 | $ | 19.60 | — | $ | — | ||||||||||||
February 1–28, 2015 | 34,792 | 20.68 | — | — | ||||||||||||||
March 1–31, 2015 | — | — | — | — | ||||||||||||||
Total | 34,863 | $ | 20.68 | — | $ | — |
(1) | Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock. |
(2) | Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements. |
Exhibit Number | Description | |
10.5.8 | Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan † (a) | |
10.5.9 | Form of Named Executive Officer Stock Restriction Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan † (a) | |
10.5.10 | CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2015) † (a) | |
10.13.4 | Second Modification to Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. al. dated January 16, 2015 | |
12.1 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Properties, Inc. | |
12.2 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Limited Partnership | |
12.3 | Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Properties, Inc. | |
12.4 | Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Limited Partnership | |
31.1 | Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. | |
31.2 | Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. | |
31.3 | Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership | |
31.4 | Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership | |
32.1 | Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. | |
32.2 | Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc. | |
32.3 | Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership | |
32.4 | Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
† | A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report. |
(a) | Incorporated by reference from the Company's Current Report on Form 8-K, dated March 24, 2015 and filed March 27, 2015. Commission File No. 1-12494 and 333-182515-01. |
BORROWER: CBL & ASSOCIATES LIMITED PARTNERSHIP By: CBL Holdings I, Inc., its sole general partner By: /s/ Farzana K. Mitchell ___________________ Name: Farzana K. Mitchell Title: Executive Vice President – Chief Financial Officer | |
PARENT: CBL & ASSOCIATES PROPERTIES, INC., solely for the limited purposes set forth in Section 13.22 By: /s/ Farzana K. Mitchell ___________________ Name: Farzana K. Mitchell Title: Executive Vice President – Chief Financial Officer |
FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as Administrative Agent and as a Lender By: By: /s/ Gregory L. Cullum ______________ Name: Gregory L. Cullum Title: Senior Vice President |
Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||||
Earnings: | |||||||||||||||||||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests | $ | 48,466 | $ | 61,005 | $ | 242,675 | $ | 105,006 | $ | 179,140 | $ | 148,817 | $ | 123,234 | |||||||||||||
Fixed charges less capitalized interest and preferred dividends | 59,157 | 60,572 | 239,844 | 231,934 | 242,357 | 262,978 | 280,018 | ||||||||||||||||||||
Distributed income of equity investees | 4,538 | 3,035 | 21,866 | 15,995 | 17,074 | 9,586 | 4,959 | ||||||||||||||||||||
Equity in losses of equity investees for which charges arise from guarantees | — | (173 | ) | (63 | ) | (44 | ) | — | — | (1,646 | ) | ||||||||||||||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges | (65 | ) | (796 | ) | (273 | ) | (3,069 | ) | (3,729 | ) | (4,158 | ) | (4,203 | ) | |||||||||||||
Total earnings | $ | 112,096 | $ | 123,643 | $ | 504,049 | $ | 349,822 | $ | 434,842 | $ | 417,223 | $ | 402,362 | |||||||||||||
Combined fixed charges and preferred dividends (1): | |||||||||||||||||||||||||||
Interest expense (2) | $ | 59,157 | $ | 60,506 | $ | 239,844 | $ | 231,934 | $ | 242,357 | $ | 262,978 | $ | 280,018 | |||||||||||||
Capitalized interest | 1,198 | 1,387 | 7,246 | 5,837 | 2,671 | 4,955 | 3,577 | ||||||||||||||||||||
Preferred dividends (3) | 11,223 | 11,223 | 44,892 | 59,529 | 68,197 | 63,020 | 53,289 | ||||||||||||||||||||
Total combined fixed charges and preferred dividends | $ | 71,578 | $ | 73,116 | $ | 291,982 | $ | 297,300 | $ | 313,225 | $ | 330,953 | $ | 336,884 | |||||||||||||
Ratio of earnings to combined fixed charges and preferred dividends | 1.57 | 1.69 | 1.73 | 1.18 | 1.39 | 1.26 | 1.19 | ||||||||||||||||||||
(3) | Includes preferred distributions to the Company's partner in CW Joint Venture, LLC, through September 2013 when the outstanding perpetual preferred joint venture units were redeemed. |
Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||||
Earnings: | |||||||||||||||||||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests | $ | 48,466 | $ | 61,005 | $ | 242,675 | $ | 105,006 | $ | 179,140 | $ | 148,817 | $ | 123,276 | |||||||||||||
Fixed charges less capitalized interest and preferred dividends | 59,157 | 60,572 | 239,844 | 231,934 | 242,357 | 262,978 | 280,018 | ||||||||||||||||||||
Distributed income of equity investees | 4,538 | 3,035 | 21,866 | 15,995 | 17,074 | 9,586 | 4,959 | ||||||||||||||||||||
Equity in losses of equity investees for which charges arise from guarantees | — | (173 | ) | (63 | ) | (44 | ) | — | — | (1,646 | ) | ||||||||||||||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges | (65 | ) | (796 | ) | (273 | ) | (3,069 | ) | (3,729 | ) | (4,158 | ) | (4,203 | ) | |||||||||||||
Total earnings | $ | 112,096 | $ | 123,643 | $ | 504,049 | $ | 349,822 | $ | 434,842 | $ | 417,223 | $ | 402,404 | |||||||||||||
Combined fixed charges and preferred dividends (1): | |||||||||||||||||||||||||||
Interest expense (2) | $ | 59,157 | $ | 60,506 | $ | 239,844 | $ | 231,934 | $ | 242,357 | $ | 262,978 | $ | 280,018 | |||||||||||||
Capitalized interest | 1,198 | 1,387 | 7,246 | 5,837 | 2,671 | 4,955 | 3,577 | ||||||||||||||||||||
Preferred dividends (3) | 11,223 | 11,223 | 44,892 | 59,529 | 68,197 | 63,020 | 53,289 | ||||||||||||||||||||
Total combined fixed charges and preferred dividends | $ | 71,578 | $ | 73,116 | $ | 291,982 | $ | 297,300 | $ | 313,225 | $ | 330,953 | $ | 336,884 | |||||||||||||
Ratio of earnings to combined fixed charges and preferred dividends | 1.57 | 1.69 | 1.73 | 1.18 | 1.39 | 1.26 | 1.19 | ||||||||||||||||||||
(3) | Includes preferred distributions to the Operating Partnership's partner in CW Joint Venture, LLC, through September 2013 when the outstanding perpetual preferred joint venture units were redeemed. |
Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||||
Earnings: | |||||||||||||||||||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests | $ | 48,466 | $ | 61,005 | $ | 242,675 | $ | 105,006 | $ | 179,140 | $ | 148,817 | $ | 123,234 | |||||||||||||
Fixed charges less capitalized interest | 59,157 | 60,572 | 239,844 | 231,934 | 242,357 | 262,978 | 280,018 | ||||||||||||||||||||
Distributed income of equity investees | 4,538 | 3,035 | 21,866 | 15,995 | 17,074 | 9,586 | 4,959 | ||||||||||||||||||||
Equity in losses of equity investees for which charges arise from guarantees | — | (173 | ) | (63 | ) | (44 | ) | — | — | (1,646 | ) | ||||||||||||||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges | (65 | ) | (796 | ) | (273 | ) | (3,069 | ) | (3,729 | ) | (4,158 | ) | (4,203 | ) | |||||||||||||
Total earnings | $ | 112,096 | $ | 123,643 | $ | 504,049 | $ | 349,822 | $ | 434,842 | $ | 417,223 | $ | 402,362 | |||||||||||||
Fixed charges (1): | |||||||||||||||||||||||||||
Interest expense (2) | $ | 59,157 | $ | 60,506 | $ | 239,844 | $ | 231,934 | $ | 242,357 | $ | 262,978 | $ | 280,018 | |||||||||||||
Capitalized interest | 1,198 | 1,387 | 7,246 | 5,837 | 2,671 | 4,955 | 3,577 | ||||||||||||||||||||
Total fixed charges | $ | 60,355 | $ | 61,893 | $ | 247,090 | $ | 237,771 | $ | 245,028 | $ | 267,933 | $ | 283,595 | |||||||||||||
Ratio of earnings to fixed charges | 1.86 | 2.00 | 2.04 | 1.47 | 1.77 | 1.56 | 1.42 | ||||||||||||||||||||
Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||||
Earnings: | |||||||||||||||||||||||||||
Income before discontinued operations, equity in earnings and noncontrolling interests | $ | 48,466 | $ | 61,005 | $ | 242,675 | $ | 105,006 | $ | 179,140 | $ | 148,817 | $ | 123,276 | |||||||||||||
Fixed charges less capitalized interest | 59,157 | 60,572 | 239,844 | 231,934 | 242,357 | 262,978 | 280,018 | ||||||||||||||||||||
Distributed income of equity investees | 4,538 | 3,035 | 21,866 | 15,995 | 17,074 | 9,586 | 4,959 | ||||||||||||||||||||
Equity in losses of equity investees for which charges arise from guarantees | — | (173 | ) | (63 | ) | (44 | ) | — | — | (1,646 | ) | ||||||||||||||||
Noncontrolling interest in earnings of subsidiaries that have not incurred fixed charges | (65 | ) | (796 | ) | (273 | ) | (3,069 | ) | (3,729 | ) | (4,158 | ) | (4,203 | ) | |||||||||||||
Total earnings | $ | 112,096 | $ | 123,643 | $ | 504,049 | $ | 349,822 | $ | 434,842 | $ | 417,223 | $ | 402,404 | |||||||||||||
Fixed charges (1): | |||||||||||||||||||||||||||
Interest expense (2) | $ | 59,157 | $ | 60,506 | $ | 239,844 | $ | 231,934 | $ | 242,357 | $ | 262,978 | $ | 280,018 | |||||||||||||
Capitalized interest | 1,198 | 1,387 | 7,246 | 5,837 | 2,671 | 4,955 | 3,577 | ||||||||||||||||||||
Total fixed charges | $ | 60,355 | $ | 61,893 | $ | 247,090 | $ | 237,771 | $ | 245,028 | $ | 267,933 | $ | 283,595 | |||||||||||||
Ratio of earnings to fixed charges | 1.86 | 2.00 | 2.04 | 1.47 | 1.77 | 1.56 | 1.42 | ||||||||||||||||||||
(1) | I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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. |
Equity and Capital (Details) (USD $)
|
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2015
|
Mar. 31, 2014
|
Mar. 01, 2013
|
|
Targeted or Tracking Stock, Stock [Line Items] | |||
Common stock offering, maximum aggregate price | $ 300,000,000 | ||
Commission to sales agent, maximum (percent) | 2.00% | ||
Number of shares settled | 269,929 | 238,693 | |
Common stock offering, maximum aggregate price still available | $ 88,507,000 | ||
At The Market Stock Sales | |||
Targeted or Tracking Stock, Stock [Line Items] | |||
Number of shares settled | 8,419,298.000 | ||
Weighted-average sales price (in usd per share) | $ 25.12 |
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