UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 20162019

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _______________

_

COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)

COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)

______________

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)

Delaware (CBL & Associates Properties, Inc.)

Delaware (CBL & Associates Limited Partnership)

(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or organization)

Organization)

62-1545718

62-1542285

(I.R.S. Employer Identification No.)

2030 Hamilton Place Blvd., Suite 500

Chattanooga, TN

37421

(Address of principal executive offices)Principal Executive Offices)

37421

(Zip Code)

Registrant’s telephone number, including area code: 423.855.0001

Securities registered pursuant to Section 12(b) of the Act:

CBL & Associates Properties, Inc.:

Securities registered under Section 12(b) of the Act:

Title of each Class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.01 par value

CBL

New York Stock Exchange

7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value

CBLprD

New York Stock Exchange

6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value

CBLprE

New York Stock Exchange


CBL & Associates Limited Partnership: None


Securities registered pursuant to Section 12(g) of the Act:

CBL & Associates Properties, Inc.: None

CBL & Associates Limited Partnership: None 


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

CBL & Associates Properties, Inc.

  Yes   x

No   o

CBL & Associates Limited Partnership

  Yes   x

No   o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

CBL & Associates Properties, Inc.

  Yes   o

No   x

CBL & Associates Limited Partnership

  Yes   o

No   x




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

CBL & Associates Properties, Inc.

  Yes   x

No   o

CBL & Associates Limited Partnership

  Yes   x

No   o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

CBL & Associates Properties, Inc.

  Yes   x

No   o

CBL & Associates Limited Partnership

  Yes   x

No   o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

CBL & Associates Properties, Inc.

Large accelerated filerx

Accelerated filero

Non-accelerated filero

Smaller Reporting Companyo

Emerging growth company

CBL & Associates Limited Partnership

Large accelerated filero

Accelerated filero

Non-accelerated filerx

Smaller Reporting Companyo

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

CBL & Associates Properties, Inc.

  Yes   o

No  x

CBL & Associates Limited Partnership

  Yes   o

No  x

The aggregate market value of the 167,103,845169,176,047 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 20162019 was $1,555,736,797,$ 175,943,089, based on the closing price of $9.31$1.04 per share on the New York Stock Exchange on June 30, 2016.28, 2019. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of February 23, 2017, 171,093,41928, 2020, 175,633,044 shares of common stock were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE


Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 20172020 Annual Meeting of Stockholders are incorporated by reference in Part III.



EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 20162019 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2016,2019, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8%86.0% limited partner interest for a combined interest held by the Company of 85.8%87.0%.

As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.

We believe that combining the two annual reports on Form 10-K for the Company and the Operating Partnership provides the following benefits:

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;

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

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;

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:

consolidated financial statements;

consolidated financial statements;

certain accompanying notes to consolidated financial statements, including Note 2- Summary of Significant Accounting Policies, Note 68- Mortgage and Other Indebtedness, Net, Note 79- Shareholders' Equity and Partners' Capital and Note 810- Redeemable Interests and Noncontrolling Interests;

information concerning unregistered sales of equity securities and use of proceeds in Item 5of Part II of this report;

selected financial data in Item 6of Part II of this report;

controls and procedures in Item 9Aof Part II of this report; and

certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.

certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.


TABLE OF CONTENTS

 

 

 

 

 

 

Page

Number

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

1

 

 

 

PART I

 

 

 

 

1.

Business

2

1A.

Risk Factors

6

1B.

Unresolved Staff Comments

27

2.

Properties

27

3.

Legal Proceedings

43

4.

Mine Safety Disclosures

45

 

 

 

PART II

 

 

 

 

5.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

46

6.

Selected Financial Data

47

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

50

7A.

Quantitative and Qualitative Disclosures About Market Risk

71

8.

Financial Statements and Supplementary Data

71

9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

72

9A.

Controls and Procedures

72

9B.

Other Information

77

 

 

 

PART III

 

 

 

 

10.

Directors, Executive Officers and Corporate Governance

78

11.

Executive Compensation

78

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

78

13.

Certain Relationships and Related Transactions, and Director Independence

78

14.

Principal Accounting Fees and Services

 

 

 

 

PART IV

 

 

 

 

15.

Exhibits, Financial Statement Schedules

79

16.

Form 10-K Summary

79

Index to Exhibits

143

Signatures

147





Cautionary Statement Regarding Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws.  All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.  Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report. 

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained.  It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:

general industry, economic and business conditions;

general industry, economic and business conditions;

interest rate fluctuations;

interest rate fluctuations;

costs and availability of capital and capital requirements;

costs and availability of capital and capital requirements;

costs and availability of real estate;

costs and availability of real estate;

inability to consummate acquisition opportunities and other risks associated with acquisitions;

inability to consummate acquisition opportunities and other risks associated with acquisitions;

competition from other companies and retail formats;

competition from other companies and retail formats;

changes in retail demand and rental rates in our markets;

changes in retail demand and rental rates in our markets;

shifts in customer demands including the impact of online shopping;

shifts in customer demands;

tenant bankruptcies or store closings;

tenant bankruptcies or store closings;

changes in vacancy rates at our Properties;

changes in vacancy rates at our Properties;

changes in operating expenses;

changes in operating expenses;

changes in applicable laws, rules and regulations;

changes in applicable laws, rules and regulations;

sales of real property;

sales of real property;

cyber-attacks or acts of cyber-terrorism;

cyber-attacks or acts of cyber-terrorism;

changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;

changes in our credit ratings;

the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and

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;

other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.

other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive.  We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.



PART I

ITEM 1. BUSINESS

Background

CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties.  On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 79to the consolidated financial statements. The terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the context requires. 

The Company’s Business

We are a self-managed, self-administered, fully integrated REIT. We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office and officeother properties. Our Properties are located in 2726 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all of our business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2016,2019, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned an 84.8%86.0% limited partner interest in the Operating Partnership, for a combined interest held by us of 85.8%87.0%.

See Note 1to the consolidated financial statements for information on our Properties as of December 31, 2019. As of December 31, 2016, we owned interests in the following Properties:

  
Malls (1)
 
Associated
Centers
 
Community
Centers
 
Office
Buildings
 Total
Consolidated Properties 65
 20
 4
 7
(2) 
96
Unconsolidated Properties (3)
 9
 3
 5
 
 17
Total 74
 23
 9
 7
 113
(1)Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").
(2)
Includes our two corporate office buildings and two office buildings classified as held for sale as of December 31, 2016. See Note 4 and Note 19 to the consolidated financial statements for more information.
(3)The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.
At December 31, 2016, we had interests in the following consolidated Properties under development ("Construction Properties"):
Malls
Development1
Expansions3
Redevelopments3
We also hold options to acquire certain development properties owned by third parties.
As of December 31, 2016,2019, we owned mortgages on fivefour Properties, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgages”).


The Malls, All Other Properties ("Associated Centers, Community Centers, Office Buildings and Self-storage Facilities"), Properties under development ("Construction PropertiesProperties") and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”

We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").  The Operating Partnership owns 100% of the Management Company’s outstanding preferred stock and common stock.

The Management Company manages all but ten14 of the Properties. Governor’s Square and Governor’s Square Plaza in Clarksville, TN, Kentucky Oaks Mall in Paducah, KY, Fremaux Town Center in Slidell, LA, and Ambassador Town Center in Lafayette, LA, are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party partner, which receives a fee for its services. The third party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Oklahoma CityEastGate Mall - Self-Storage in Oklahoma City, OK, The Outlet Shoppes at GettysburgCincinnati, OH, Mid Rivers – Self-Storage in Gettysburg, PA,St. Peters, MO, Hamilton Place – Self-Storage in Chattanooga, TN, Parkdale – Self-Storage in Beaumont, TX, The Outlet Shoppes at El Paso in El Paso, TX, The Outlet Shoppes at Atlanta in Woodstock, GA and The Outlet Shoppes of the Bluegrass in Simpsonville, KY are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Gettysburg in Gettysburg, PA and The Outlet Shoppes at Laredo in Laredo, TX are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third partythird-party partner, which receives a fee for its services.

Revenues

Rental revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce outstanding balances on our credit facilities. 

facility. 

The following terms used in this Annual Report on Form 10-K will have the meanings described below:

GLA – refers to gross leasable area of retail space in square feet, including Anchors and Mall tenants.

Anchor – refers to a department store, other large retail store, non-retail space or theater greater than or equal to 50,000 square feet.


Junior Anchor - non-traditional departmentretail store, retail storenon-retail space or theater comprising more than 20,000 square feet and less than 50,000 square feet.

Freestanding – Property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.

Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.

2023 Notes - $450 million of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023.

2024 Notes - $300 million of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024.

2026 Notes - $400$625 million of senior unsecured notes issued by the Operating Partnership in December 2016 and September 2017 that bear interest at 5.95% and mature on December 15, 2026 (and, collectively with the 2023 Notes and 2024 Notes, the "Notes"). See Note 68to the consolidated financial statements for additional information on the Notes.

Significant Markets and Tenants

Top Five Markets

Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2016: 

2019:

Market

Percentage of

Total Revenues

Market
Percentage
of Total
Revenues

St. Louis, MO

7.7%

6.8

%

Chattanooga, TN

4.3%

5.2

%

Lexington, KY

Laredo, TX

3.6%

4.2

%

Madison, WI

Lexington, KY

3.4%

4.1

%

Laredo, TX

Madison, WI

2.6%

3.1

%



Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2016:2019:

 

 

Tenant

 

Number of

Stores

 

 

Square

Feet

 

 

Percentage

of Total

Revenues (1)

 

1

 

L Brands, Inc. (2)

 

 

128

 

 

 

763,091

 

 

 

4.25

%

2

 

Signet Jewelers Limited (3)

 

 

156

 

 

 

227,731

 

 

 

2.87

%

3

 

Foot Locker, Inc.

 

 

109

 

 

 

510,740

 

 

 

2.78

%

4

 

AE Outfitters Retail Company

 

 

66

 

 

 

414,111

 

 

 

2.18

%

5

 

Dick's Sporting Goods, Inc. (4)

 

 

25

 

 

 

1,396,850

 

 

 

1.68

%

6

 

Ascena Retail Group, Inc. (5)

 

 

114

 

 

 

544,193

 

 

 

1.52

%

7

 

H & M

 

 

45

 

 

 

956,736

 

 

 

1.50

%

8

 

Genesco, Inc. (6)

 

 

103

 

 

 

198,305

 

 

 

1.47

%

9

 

The Gap, Inc.

 

 

58

 

 

 

662,339

 

 

 

1.42

%

10

 

Luxottica Group, S.P.A. (7)

 

 

101

 

 

 

230,634

 

 

 

1.31

%

11

 

Finish Line, Inc.

 

 

43

 

 

 

224,603

 

 

 

1.21

%

12

 

Express Fashions

 

 

39

 

 

 

321,142

 

 

 

1.19

%

13

 

The Buckle, Inc.

 

 

43

 

 

 

223,308

 

 

 

1.12

%

14

 

Forever 21 Retail, Inc.

 

 

19

 

 

 

353,805

 

 

 

1.01

%

15

 

Abercrombie & Fitch, Co.

 

 

42

 

 

 

276,693

 

 

 

1.00

%

16

 

JC Penney Company, Inc. (8)

 

 

47

 

 

 

5,695,980

 

 

 

0.95

%

17

 

Cinemark

 

 

9

 

 

 

467,190

 

 

 

0.91

%

18

 

Barnes & Noble Inc.

 

 

17

 

 

 

521,273

 

 

 

0.89

%

19

 

Shoe Show, Inc.

 

 

40

 

 

 

501,248

 

 

 

0.87

%

20

 

Hot Topic, Inc.

 

 

99

 

 

 

229,918

 

 

 

0.87

%

21

 

The Children's Place Retail Stores, Inc.

 

 

41

 

 

 

181,032

 

 

 

0.76

%

22

 

Claire's Stores, Inc.

 

 

79

 

 

 

99,647

 

 

 

0.73

%

23

 

PSEB Group (9)

 

 

38

 

 

 

182,860

 

 

 

0.69

%

24

 

Ulta

 

 

26

 

 

 

268,697

 

 

 

0.69

%

25

 

Macy's Inc. (10)

 

 

31

 

 

 

4,536,623

 

 

 

0.66

%

 

 

 

 

 

1,518

 

 

 

19,988,749

 

 

 

34.53

%

(1)

Includes the Company's proportionate share of revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms.

(2)

L Brands, Inc. operates Bath & Body Works, PINK, Victoria's Secret and White Barn Candle.

 Tenant Number of
Stores
 Square
Feet
 
Percentage of
Total
Annualized
Revenues
(1)
1
L Brands, Inc. (2)
 143
  814,777
  3.59% 
2
Signet Jewelers Limited (3)
 199
  290,527
  2.93% 
3
Ascena Retail Group, Inc. (4)
 193
  979,572
  2.45% 
4Foot Locker, Inc. 120
  542,662
  2.40% 
5AE Outfitters Retail Company 71
  441,331
  1.94% 
6
Dick's Sporting Goods, Inc. (5)
 27
  1,534,783
  1.72% 
7
Genesco Inc. (6)
 177
  284,764
  1.69% 
8The Gap, Inc. 60
  679,341
  1.55% 
9
Luxottica Group, S.P.A. (7)
 110
  240,862
  1.23% 
10Express Fashions 40
  332,070
  1.21% 
11Forever 21 Retail, Inc. 23
  460,658
  1.20% 
12Finish Line, Inc. 51
  269,844
  1.10% 
13Abercrombie & Fitch, Co. 49
  333,198
  1.10% 
14The Buckle, Inc. 47
  244,767
  1.03% 
15
JC Penney Company, Inc. (8)
 53
  6,250,809
  1.01% 
16Charlotte Russe Holding, Inc. 49
  312,350
  1.00% 
17
Aeropostale, Inc. (9)
 54
  208,286
  0.88% 
18H&M 32
  656,828
  0.86% 
19Shoe Show, Inc. 44
  568,404
  0.82% 
20The Children's Place Retail Stores, Inc. 55
  240,246
  0.79% 
21New York & Company, Inc. 35
  235,583
  0.78% 
22Cinemark 9
  496,674
  0.77% 
23
Best Buy Co., Inc. (10)
 50
  459,864
  0.77% 
24Claire's Stores, Inc. 97
  122,811
  0.77% 
25Barnes & Noble Inc. 19
  579,660
  0.75% 
   1,807
  17,580,671
  34.34% 
           
(1)Includes the Company's proportionate share of revenues from unconsolidated affiliates based on our ownership percentage in the respective joint venture and any other applicable terms.
(2)L Brands, Inc. operates Victoria's Secret, PINK, White Barn Candle and Bath & Body Works.
(3)Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zale, Peoples and Piercing Pagoda.
(4)Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant, Catherines, Ann Taylor, LOFT, and Lou & Grey.
(5)Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream stores.
(6)Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone, and Clubhouse stores.
(7)Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(8)JC Penney Co., Inc. owns 30 of these stores.
(9)The above chart includes 10 Aeropostale stores that were terminated effective December 31, 2016.
(10)Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.

(3)

Signet Jewelers Limited operates Belden Jewelers, Jared Jewelers, JB Robinson, Kay Jewelers, LeRoy's Jewelers, Marks & Morgan, Osterman's Jewelers, Peoples, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Ultra Diamonds and Zales.


(4)

Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy.


(5)

Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Lane Bryant, LOFT and Lou & Grey. Ascena closed all Dress Barn stores as of December 31, 2019.

Growth

(6)

Genesco Inc. operates Clubhouse, Hat Shack, Hat Zone, Johnston & Murphy, Journey's, Shi by Journey's and Underground by Journeys. Genesco sold all Lids, Lids Locker Room and Lids Sports Group stores in February 2019.

(7)

Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.

(8)

JC Penney Company, Inc. owns 29 of these stores.

(9)

PSEB Group operates Eddie Bauer and PacSun.

(10)

Macy's, Inc. owns 20 of these stores

Operating Strategy

Our objective is to achieve growthstabilization in funds from operationssame-center net operating income ("FFO"NOI") (see page 77 for a discussion of funds from operations) and reduce our overall cost of debt and equity by maximizing same-center net operating income ("NOI"), total earnings before income taxes, depreciation and amortization for real estate ("EBITDA")EBITDA re ") and cash flows through a variety of methods as further discussed below.

FFO and same-center

Same-center NOI areis a non-GAAP measures.measure. For a description of same-center NOI, a reconciliation from net income (loss) to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure -Same-center Net Operating Income in “Results of Operations.” For a description of FFO, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations within the "Liquidity and Capital Resources" section.


Leasing, Management and Marketing

Our objective is to maximize cash flows from our existing Properties through:

aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,

originating and renewing leases at higher gross rents per square foot compared to the previous lease,

merchandising, marketing, sponsorship and promotional activities and

actively controlling operating costs.

Redevelopments

Redevelopments represent situations where we capitalize on opportunities to add incremental square footage or increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the use of the space. We may use all or only a portion of the prior-tenant square footage. Many times, redevelopments result from acquiring or regaining possession of Anchor space (such as former Sears and JC PenneyBon-Ton stores) and subdividing it into multiple spaces. The following presents the redevelopments we completed during 2016 and those under construction at December 31, 2016 (dollars in thousands):

        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual/
Expected
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2016:              
Mall Redevelopments:              
College Square - JCP Redevelopment (Dick's/ULTA) Morristown, TN 100% 84,842
 $14,881
 $9,334
 Oct-16 7.6%
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory) Nashville, TN 50% 208,976
 32,307
 36,505
 May-16 7.2%
East Towne Mall (Planet Fitness / Shops) Madison, WI 100% 27,692
 2,142
 2,560
 Nov-16 12.1%
Northpark Mall (Dunham's Sports) Joplin, MO 100% 80,524
 4,007
 4,274
 Nov-16 9.5%
Oak Park Mall - Self Development Overland Park, KS 50% 6,735
 1,230
 1,216
 Jul/Aug-16 8.2%
Randolph Mall - JCP Redevelopment
(Ross/ULTA)
(3)
 Asheboro, NC 100% 33,796
 4,513
 4,257
 May/Jul-16 7.8%
Total Redevelopment Completed     442,565
 $59,080
 $58,146
    
               
Currently under construction:              
Mall Redevelopments:              
College Square - Partial Belk Redevelopment (Planet Fitness) Morristown, TN 100% 20,000
 $1,549
 $21
 Spring-17 9.9%
Hickory Point Mall (T.J. Maxx/Shops) Forsyth, IL 100% 50,030
 3,581
 110
 Fall-17 10.0%
York Galleria - Partial JCP Redevelopment - (H&M/Shops) York, PA 100% 42,672
 5,597
 2,157
 Spring-17 7.8%
York Galleria - Partial JCP Redevelopment (Gold's Gym/Shops) York, PA 100% 40,832
 5,658
 2,118
 Spring-17 12.8%
Total Redevelopments Under Construction     153,534
 $16,385
 $4,406
    
(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 mall was sold in December 2016.


Renovations

Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lotsareas and improving the lighting of interiors and parking lots.areas. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our 2016 renovation program included approximately $7.0 million, at our share, of a $13.8 million renovation at CoolSprings Galleria in Nashville, TN as well as other eco-friendly green renovations. In total, we invested $11.9 million in renovations in 2016. The total investment in the renovations that are scheduled for 2017 is projected to be $11.1 million, which primarily is for floor renovations at East Towne Mall in Madison, WI and Asheville Mall in Asheville, NC.

Development of New Retail Properties and Expansions
In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have strong demographics to provide the opportunity to effectively maintain a competitive position. The following presents the new development we opened during 2016 and the development under construction at December 31, 2016 (dollars in thousands):
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual/Expected
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2016:              
Community Center:              
Ambassador Town Center Lafayette, LA 65% 431,139
 $40,295
 $34,906
 Apr-16 8.5%
               
Currently under construction:              
Outlet Center:              
The Outlets Shoppes at Laredo Laredo, TX 65% 357,756
 $69,926
 $57,056
 Spring-17 9.6%
(1)Total Cost is presented net of reimbursements to be received.
(2)Cost to Date does not reflect reimbursements until they are received.


We can also generate additional revenues by expanding a Property through the addition of large retail formats and Mall stores, including restaurants and entertainment venues. An expansion also protects the Property's competitive position within its market. The following tables present the expansions we completed during 2016 and those under construction at December 31, 2016 (dollars in thousands):
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2016:              
Mall Expansions:              
Dakota Square Mall - Expansion Minot, ND 100% 23,922
 $7,284
 $6,083
 Nov-16 7.5%
Friendly Center - Cheesecake Factory Greensboro, NC 50% 9,156
 2,365
 1,727
 Oct-16 10.4%
Friendly Center - Shops Greensboro, NC 50% 12,765
 2,540
 1,960
 Nov-16 8.4%
Hamilton Place - Theatre Chattanooga, TN 90% 30,169
 4,868
 3,511
 Sep-16 9.1%
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee) Bismarck, ND 100% 12,570
 3,702
 4,210
 Mar-16 10.5%
      88,582
 20,759
 17,491
    
               
Community Center Expansions:              
The Forum at Grandview - Expansion Madison, MS 75% 24,516
 5,598
 4,135
 Dec-16 8.5%
Hammock Landing - Expansion West Melbourne, FL 50% 23,717
 2,431
 1,659
 Nov-16 10.7%
High Pointe Commons (Petco) (3)
 Harrisburg, PA 50% 12,885
 1,012
 820
 Sep-16 10.5%
      61,118
 9,041
 6,614
    
               
Total Expansions Opened     149,700
 $29,800
 $24,105
    
(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 community center was sold in September 2016.
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Expected
Opening Date
 
Initial
Unleveraged
Yield
Currently under construction:              
Mall Expansions:              
Kirkwood Mall - Lucky 13 Bismarck, ND 100% 6,500
 $3,200
 $751
 Summer-17 7.6%
Mayfaire Town Center - Phase I Wilmington, NC 100% 67,766
 19,395
 9,108
 Spring-17 8.4%
Parkdale Mall - Restaurant Addition Beaumont, TX 100% 4,700
 1,277
 5
 Winter-17 10.7%
Total Expansions Under Development     78,966
 23,872
 9,864
    
(1)Total Cost is presented net of reimbursements to be received.
(2)Cost to Date does not reflect reimbursements until they are received.

Shadow DevelopmentRedevelopment Pipeline

We are continually pursuing new developmentredevelopment opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2016. Subsequent to2019.

See "Liquidity and Capital Resources"section for information on the projects completed during 2019 and under construction at December 31, 2016, we acquired five Sears' locations, which were then leased back to Sears, and four Macy's locations. See Note 19 to the consolidated financial statements for more information. These Properties will be redeveloped in the future.

2019.

Acquisitions

We believe there is opportunity for growth through acquisitions of regional mallsretail centers and other associated propertiesanchor stores that complement our portfolio. We selectively acquire properties we believe can appreciate in value by increasing NOI through our development, leasing and management expertise.



However, our primary focus at this time is on opportunities to acquire anchors at our Properties for future redevelopment uses.

Environmental Matters

A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1Aof this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”

Competition

The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and social media campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both on-linedigital and in-storetraditional retailing channels.


Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

Recent Developments
New Developments
In the second quarter of 2016, we formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop The Outlet Shoppes at Laredo in Laredo, TX. We initially contributed $7.7 million, which consisted of a cash contribution of $2.4 million and our interest in a note receivable of $5.3 million, and the third party partner contributed $10.7 million, which included land and construction costs to date. We contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19.8 million was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis.
Dispositions
We completed the disposition of interests in seven malls, two associated centers, four community centers and five office buildings in 2016 for an aggregate gross sales price of $414.0 million. After loan repayment or assumption by buyer, commissions and closing costs, the sales generated an aggregate $340.0 million of net proceeds ($252.9 million at our share). Additionally, we sold our 50% interest in an unconsolidated affiliate to a new unconsolidated joint venture, in which we have a 10% ownership interest, as described in Note 5 to the consolidated financial statements. We also returned one mall to the lender in satisfaction of the non-recourse debt secured by the Property and recognized a gain on sale of real estate assets of approximately $26.1 million, at our share, from outparcel sales. As of December 31, 2016, we have classified two office buildings as held for sale that were sold subsequent to December 31, 2016. See Note 4, Note 5, Note 6 and Note 19 to the consolidated financial statements for additional information on these dispositions.
Impairment Losses
During the year ended December 31, 2016, we recorded a loss on impairment totaling $116.8 million, which primarily consists of $96.7 million related to 2016 Property dispositions, $15.4 million attributable to two malls that are in foreclosure and $3.8 million related to two office buildings that are classified as held for sale as of December 31, 2016. See Note 4, Note 15 and Note 19 to the consolidated financial statements for further details.
Gain on Investments
In the fourth quarter of 2016, we received $15.5 million upon the redemption of our 6.2% noncontrolling interest in subsidiaries of Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China and recorded a gain on investment of $10.1 million. We had previously recorded an other-than-temporary impairment of $5.3 million related to this investment in 2009 upon the decline of China's real estate market. This gain was partially offset by a loss of $2.6 million related to the redemption of our ownership interest in a consolidated joint venture that was redeemed in the fourth quarter of 2016 for $3.8 million. See Note 5 and Note 8 to the consolidated financial statements for more information.


Financing and Capital Markets Activity
We made substantial progress during 2016 in our strategy to build a high-quality unencumbered pool of Properties in addition to balancing our leverage structure. Highlights of financing and capital markets activity for the year ended December 31, 2016 include the following:
completed a $400 million unsecured bond issuance at a fixed-rate of 5.95%, utilizing proceeds to reduce balances on our unsecured lines of credit;
retired $210.1 million in mortgage loans, at our share, which added eight Properties to our unencumbered pool, resulting in over 48% of our total consolidated NOI being unencumbered at year-end;
completed $162.1 million in loan restructurings, at our share, reducing the weighted-average interest rate to 4.75% from 6.36%, on four property-level loans; and
disposed of interests in Properties as noted above, generating aggregate net proceeds of over $340 million, which were primarily used to reduce the balances on our unsecured lines of credit.

Equity

Common Stock and Common Units

Our authorized common stock consists of 350,000,000 shares at $0.01 par value per share. We had 170,792,645174,115,111 and 170,490,948172,656,458 shares of common stock issued and outstanding as of December 31, 20162019 and 2015,2018, respectively. The Operating Partnership had 199,085,032200,189,077 and 199,748,131199,414,863 common units outstanding as of December 31, 20162019 and 2015,2018, respectively.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. See Note 79to the consolidated financial statements for a description of our outstanding cumulative redeemable preferred stock.

Financial Information Aboutabout Segments

See Note 1112to the consolidated financial statements for information about our reportable segments.

Employees

CBL does not have any employees other than its statutory officers.  Our Management Company currently has 586had 493 full-time and 111101 part-time employees.employees as of December 31, 2019. None of our employees are represented by a union.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. .. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “investor relations”“invest” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K. 



ITEM 1A. RISK FACTORS

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows.  Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1

RISKS RELATED TO REAL ESTATE INVESTMENTS

Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.

A number of factors may decrease the income generated by a retail shopping center property, including: 

national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;

national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;

pandemic outbreaks, or the threat of pandemic outbreaks, which could cause customers of our tenants to avoid public places where large crowds are in attendance, such as shopping centers and related entertainment, hotel, office or restaurant properties operated by our tenants;

adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);
local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;

adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);

increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;

local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;

delays or cost increases associated with the opening of new properties or redevelopment and expansion of properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;

increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;

perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center;

delays or cost increases associated with the opening of new properties or redevelopment and expansion of properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;

the willingness and ability of the shopping center’s owner to provide capable management and maintenance services;

perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center; and

the convenience and quality of competing retail properties and other retailing options, such as the internet.

the convenience and quality of competing retail properties and other retailing options, such as the internet and the adverse impact of online sales.

In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:

adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our Properties;

adverse changes

potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our Properties;

potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in

any inability to obtain sufficient financing (including construction financing, permanent debt, unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our Properties; and

any inability to obtain sufficient financing (including construction financing, permanent debt, unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our Properties;

an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.

an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.

Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a



willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our Properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, or transfer of debt to a buyer, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.

Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on


that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.

We may elect not to proceed with certain development,developments, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We intend to pursue development,developments, redevelopments and expansion activities as opportunities arise. In connection with any development,developments, redevelopments or expansion, we will incur various risks, including the risk that development,developments, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.

When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these Properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in 1613 malls, 7 associated centers, 86 community centers, 2 office buildings, a hotel development, a residential development and 4 self-storage facilities. We have interests in 5 malls, 1 associated center, 2 community centers and 2 office buildings. Governor’s Square and Governor’s Plaza in Clarksville, TN; Kentucky Oaks Mall in Paducah, KY; Fremaux Town Center in Slidell, LA and Ambassador Town Center in Lafayette, LAfour self-storage facilities that are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third partythird-party partner, which receives a fee for its services. The third partythird-party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions. The Outlet Shoppes at Oklahoma CityWe have interests in Oklahoma City, OK; The Outlet Shoppes at Gettysburg in Gettysburg, PA; The Outlet Shoppes at El Paso in El Paso, TX; The Outlet Shoppes at Atlanta in Woodstock, GA and The Outlet Shoppes of the Bluegrass in Simpsonville, KYtwo malls that are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third partythird-party partner, which receives a fee for its services.

Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.

With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to



sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail Properties.

In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear. 


We may be unable to lease space in our properties on favorable terms, or at all.

Our results of operations depend on our ability to continue to lease space in our properties, including vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix, or leasing properties on economically favorable terms. Because we have leases expiring annually, we are continually focused on leasing our properties. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. For more information on lease expirations see Mall Lease Expirationsand Other Property Type Lease Expirations.

There can be no assurance that our leases will be renewed or that vacant space will be re-let at rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner's or operator's ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the Property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.

We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2016,2019, we have recorded in our consolidated financial statements a liability of $3.1$3.0 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will


not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the



condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

We face possible risks associated with climate change.

We cannot determine with certainty whether global warming or cooling is occurring and, if so, at what rate. To the extent climate change causes changes in weather patterns, our properties in certain markets and regions could experience increases in storm intensity and rising sea levels. Over time, these conditions could result in volatile or decreased demand for retail space at certain of our Properties or, in extreme cases, our inability to operate the Properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms and increasing the cost of energy and snow removal at our Properties. Moreover, compliance with new laws or regulations related to climate change, including compliance with "green" building codes, may require us to make improvements to our existing Properties or increase taxes and fees assessed on us or our Properties. At this time, there can be no assurance that climate change will not have a material adverse effect on us.

RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK

The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.

We could be adversely affected by the bankruptcy, early termination, sales performance, or closing of tenants and Anchors. Certain of our lease agreements include co-tenancy and/or sales-based kick-out provisions which allow a tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels or retain specified named Anchors, or if the tenant does not achieve certain specified sales targets. If occupancy or tenant sales do not meet or fall below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced. The bankruptcy of a tenant could result in the termination of its lease, which would lower the amount of cash generated by that Property. Replacing tenants with better performing, emerging retailers may take longer than our historical experience of re-tenanting due to their lack of infrastructure and limited experience in opening stores as well as the significant competition for such emerging brands. In addition, if a department store operating as an Anchor at one of our Properties were to cease operating, we may experience difficulty and delay and incur significant expense in replacing the Anchor, re-tenanting, or otherwise re-merchandising the use of the Anchor space. This difficulty could be exacerbated if the Anchor space is owned by a third party and we are not able to acquire the space, if the third party’s plans to lease or redevelop the space do not align with our interests or the third party does not act in a timely manner to lease or redevelop the space. In addition, the Anchor’s closing may lead to reduced customer traffic and lower mall tenant sales. As a result, we may also experience difficulty or delay in leasing spaces in areas adjacent to the vacant Anchor space. The early termination or closing of tenants or Anchors for reasons other than bankruptcy could have a similar impact on the operations of our Properties, although in the case of early terminations we may benefit in the short-term from lease termination income.

Most recently, certain traditional department stores have experienced challenges including limited opportunities for new investment/openings, declining sales, and store closures. Department stores' market share is declining, and their ability to drive traffic has substantially decreased. Despite our Malls traditionally being driven by department store Anchors, in the event of a need for replacement, it has become necessary to consider non-department store Anchors. Certain of these non-department store Anchors may demand higher allowances than a standard mall tenant due to the nature of the services/products they provide.


Clauses in leases with certain tenants in our properties frequently may include inducements, such as reduced rent and tenant allowance payments, which can reduce our rents and Funds From Operations (“FFO”) , and adversely impact our financial condition and results of operation.

The leases for a number of the tenants in our properties have co-tenancy clauses that allow those tenants to pay reduced rent until occupancy at the respective property regains certain thresholds and/or certain named co-tenants open stores at the respective property. Additionally, some tenants may have rent abatement clauses that delay rent commencement for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our properties. As a result, our financial condition and results of operations may be adversely impacted.

Additionally, the prevalence and volume of such leases is likely to increase at an unpredictable rate in light of the recent proliferation of bankruptcy filings and closures by retailers occupying “big box”, anchor or other traditionally large spaces which can have an adverse impact on our financial condition and results of operations.

We may not be able to raise capital through financing activities.

Many of our assets are encumbered by property-level indebtedness; therefore, we may be limited in our ability to raise additional capital through property level or other financings.  In addition, our ability to raise additional capital could be limited to refinancing existing secured mortgages before their maturity date which may result in yield maintenance or other prepayment penalties to the extent that the mortgage is not open for prepayment at par.

The market price of our common stock or other securities may fluctuate significantly.

The market price of our common stock or other securities may fluctuate significantly in response to many factors, including: 

actual or anticipated variations in our operating results, FFO, cash flows or liquidity;

changes in our earnings estimates or those of analysts;

changes in our dividend policy (including, without limitation, our current suspension of dividends on our outstanding common and preferred stock, as well as distributions to holders of outstanding units of limited partnership in the Operating Partnership);

impairment charges affecting the carrying value of one or more of our Properties or other assets;

publication of research reports about us, the retail industry or the real estate industry generally;

increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;

changes in market valuations of similar companies;

adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;

additions or departures of key management personnel;

actions by institutional security holders;

proposed or adopted regulatory or legislative changes or developments;

speculation in the press or investment community;

changes in our credit ratings;

the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and

general market and economic conditions.

Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.


We are in a competitive business.

There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. Our ability to attract tenants to our Properties and lease space is important to our success, and difficulties in doing so can materially impact our Properties' performance. The existence of competing shopping centers could have a material adverse impact on our ability to develop or operate Properties, lease space to desirable Anchors and tenants, and on the level of rents that can be achieved. In addition, retailers at our Properties face continued competition from shopping through various means and channels, including via the internet, lifestyle centers, value and outlet centers, wholesale and discount shopping clubs, and television shopping networks. Competition of this type could adversely affect our revenues and cash available for distribution to shareholders.

As new technologies emerge, the relationship among customers, retailers, and shopping centers are evolving on a rapid basis and we may not be able to adapt to such new technologies and relationships on a timely basis. Our relative size may limit the capital and resources we are willing to allocate to invest in strategic technology to enhance the mall experience, which may make our Malls relatively less desirable to anchors, mall tenants, and consumers. Additionally, a small but increasing number of tenants utilize our Malls as showrooms or as part of an omni-channel strategy (allowing customers to shop seamlessly through various sales channels). As a result, customers may make purchases through other sales channels during or immediately after visiting our Malls, with such sales not being captured currently in our tenant sales figures or monetized in our minimum or overage rents.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include other REITs, investment banking firms, and private and institutional investors, some of whom have greater financial resources or have different investment criteria than we do. In particular, there is competition to acquire, develop, or redevelop highly productive retail properties. This could become even more severe as competitors gain size and economies of scale as a result of merger and consolidation activity. This competition may impair our ability to acquire, develop, or redevelop suitable properties, and to attract key retailers, on favorable terms in the future.

Increased operating expenses, decreased occupancy rates and tenants converting to gross leases may not allow us to recover the majority of our CAM, real estate taxes and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a fixed amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

There is also a trend of more tenants moving to gross leases, which provide that the tenant pays a single specified amount, with no additional payments for reimbursements of the tenant's portion of operating expenses. As a result, we are responsible for any increases in operating expenses, and benefit from any decreases in operating expenses.

Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s).

Our Properties may be subject to impairment charges, which could impact our compliance with certain debt covenants and could otherwise adversely affect our financial results.

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of


future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved. Further, while the Company has not experienced any non-compliance with debt covenants as a result of the impairment analyses described above, it is possible that future reductions in the carrying value of our assets as a result of such analyses could impact our continued compliance with certain of our debt covenants that require us to maintain specified ratios of total debt to total assets, secured debt to total assets and unencumbered assets to unsecured debt. During 201 9 , we recorded a loss on impairment of real estate totaling $ 239.5 million, which primarily related to six malls and one community center . See Note 16to the consolidated financial statements for further details.

Inflation or deflation may adversely affect our financial condition and results of operations.

Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may cause operating expenses to rise and adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

We have experienced cybersecurity attacks that, to date, have not had a material impact on our financial results, but it is not possible to predict the impact of future incidents that may involve security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology ("IT") networks and related systems, which could harm our business by disrupting our operations and compromising or corrupting confidential information, which could adversely impact our financial condition.

We rely on IT systems and network infrastructure, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems and infrastructure are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Cyber-attacks targeting our infrastructure could result in a full or partial disruption of our operations, as well as those of our tenants. Certain of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. Although we and our service providers have implemented processes, procedures and controls to help mitigate these risks, there can be no assurance that these measures, as well as our increased awareness of the risk of cyber incidents, will be effective or that attempted or actual security incidents, breaches or system disruptions that could be damaging to us or others will not occur. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

A security incident, breach or other significant disruption involving our IT networks and related systems could occur due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. Such occurrences could disrupt the proper functioning of our networks and systems; result in disruption of business operations and loss of service to our tenants and customers; result in significantly decreased revenues; result in increased costs associated in obtaining and maintaining cybersecurity investigations and testing, as well as implementing protective measures and systems; result in


increased insurance premiums and operating costs; result in misstated financial reports and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; subject us to regulatory investigations and actions; cause harm to our competitive position and business value; and damage our reputation among our tenants and investors generally. Moreover, cyber-attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could subject us to significant litigation, liability and costs, adversely impact our reputation, or diminish consumer confidence and consumer spending and negatively impact our business.

Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.

Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants' ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

The market price of our common stock or other securities may fluctuate significantly.
The market price of our common stock or other securities may fluctuate significantly in response to many factors, including: 
actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
changes in our earnings estimates or those of analysts;
changes in our dividend policy;
impairment charges affecting the carrying value of one or more of our Properties or other assets;
publication of research reports about us, the retail industry or the real estate industry generally;
increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;
changes in market valuations of similar companies;
adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;
additions or departures of key management personnel;
actions by institutional security holders;
proposed or adopted regulatory or legislative changes or developments;
speculation in the press or investment community;
changes in our credit ratings;
the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and
general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible


to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.
Competition could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.
There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from: 
discount shopping centers;
outlet malls;
wholesale clubs;
direct mail;
television shopping networks; and
on-line shopping.
Each of these competitive factors could adversely affect the amount of rents and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.
We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.
Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our common area maintenance (CAM) and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.
Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.
Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). Our cost recovery ratio was 99.6% for 2016.
The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.
Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an Anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an Anchor or other significant tenant may allow other Anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.


Our Properties may be subject to impairment charges which can adversely affect our financial results.
We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability:  (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved. For the year ended December 31, 2016, we recorded a loss on impairment of real estate totaling $116.8 million, which primarily consisted of $96.7 million related to 2016 Property dispositions, $15.4 million attributable to two malls that are in foreclosure and $3.8 million related to two office buildings that were classified as held for sale as of December 31, 2016 and were sold subsequent to year-end. See Note 4, Note 15 and Note 19 to the consolidated financial statements for further details.
Inflation or deflation may adversely affect our financial condition and results of operations.
Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.
Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
We may face security breaches through cyber-attacks as well as other significant disruptions of our information technology (IT) networks and related systems, which could harm our business by disrupting our operations and compromising or corrupting confidential information, which could adversely impact our financial condition.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breech or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.
Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences


to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.

Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.

We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property's partnership, may still remain obligated under guarantees provided to the lender for any mortgage debt or other financial obligations related to the Property.

The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, whether foreign or domestic.as defined by TRIPRA. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA") and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold will be raised gradually from$100from $180 million in 20152019 to $200 million in 2020. Additionally, the bill increases insurers'


co-payments for losses exceeding their deductibles, in annual steps, from 15%19% in 20152019 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA.   Further, ifIn December 2019, Congress further extended TRIPRA through December 31,2027. I f TRIPRA is not continued beyond 2020202 7 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our largest credit facilitiesfacility as sourcesa source of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facilitiesfacility to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facilitiesfacility to meet their funding commitments could have an adverse effect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although we have successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments and redevelopments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.



Our indebtedness is substantial and could impair our ability to obtain additional financing.

At December 31, 2016,2019, our totalpro-rata share of consolidated and unconsolidated debt outstanding was approximately $4,969.8 million, which represented approximately 63.0% of our total market capitalization at that time.$4,231.5 million. Our total share of consolidated and unconsolidated debt maturing in 2017, 20182020, 2021 and 2019,2022 giving effect to all maturity extensions that are available at our election, was approximately $335.4$173.4 million, $697.0$500.9 million and $525.3$604.1 million, respectively. Additionally, we have $172.0had $92.2 million of consolidated debt, at our share, which matured in 2016,2019, related to two non-recourse loans that arewere in default default. See Note 7and receivership. See Note 68to the consolidated financial statements for more information. Our leverage could have important consequences. For example, it could:

result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;

result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;

materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;

require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;

increase our vulnerability to an economic downturn;

increase our vulnerability to an economic downturn;

limit our ability to withstand competitive pressures; or

limit our ability to withstand competitive pressures; or

reduce our flexibility to respond to changing business and economic conditions.

reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. As noted above, we currently have suspended all distributions on our outstanding common and preferred stock, as well as on outstanding Operating Partnership Units, which


will magnify such adverse impacts. One of the factors that mayhas likely influence d the price of our stock in public markets during prior periods when we were making such distributions is the annual distribution rate we paypa id as compared with the yields on alternative investments. NumerousFurther, n umerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which maycould be expected to adversely affect our cash flow and the amounts available for distributions to our stockholders.

stockholders and the Operating Partnership’s unitholders .

As of December 31, 2016,2019, our total share of consolidated and unconsolidated variable ratevariable-rate debt was $954.5$951.7 million. Increases in interest rates will increase our cash interest payments on the variable ratevariable-rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affecthave further adverse effects on our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or any resumption of distributions to holders of our equity securities.

We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.

It is also important to note that our variable-rate debt uses LIBOR as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable-rate debt.

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR.  ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on our common equity.

industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks.

Adverse changes in our credit ratings could negatively affect our borrowing costs and financing ability.

In May 2013,

As of December 31, 2019, we received an investment grade ratinghad credit ratings of Baa3 with a stable outlookB2 from Moody's Investors Service ("Moody’s") and an issuer default rating ("IDR") of BBB- with a stable outlook and a senior unsecured notes rating of BBB- from Fitch Ratings ("Fitch") in July 2013. In September 2015, we received a corporate rating of BBB- with a stable outlook, B from Standard & Poor's Rating Services ("S&P"). S&P also assigned a BBB- issue-level rating to and CCC+ from Fitch Ratings ("Fitch"), which are based on credit ratings for the Operating Partnership's senior unsecured notes. However, therelong-term indebtedness. There can be no assurance that we will be able to maintain these ratings.

In 2013,January 2019, we made a one-time irrevocable election to use our credit ratings to determine the interest rate on our three unsecured credit facilities. With this election and so long as we maintain our current credit ratings, borrowings under our three unsecured credit facilities, which were extended and modified in October 2015, bear interest at LIBOR plus 120 basis points. We also have two unsecured term loans that bear interest at LIBOR plus 135 and 150 basis points, respectively, based on our current credit ratings. If our credit ratings decline,



replaced our unsecured credit facilities wouldand unsecured term loans, which included certain interest rate provisions based on our credit ratings, with a new $1.185 billion secured facility with 16 banks, comprised of a $685 million secured line of credit and a $500 million secured term loan, which bear interest at a variable rate of LIBOR plus 155225 basis points and thepoints. The interest rate of the new facility is not dependent on our two unsecured term loans would bear interest at LIBOR plus 175 basis pointscredit ratings. See Liquidity and LIBOR plus 200 basis points, respectively, which would increase our borrowing costs. Additionally, a downgrade in our credit ratings may adversely impact our ability Capital Resourcessection and Note 8to obtain financing and limit our access to capital.
the consolidated financial statements for additional information.

Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.

From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations. We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations.


The covenants in our secured credit facilitiesfacilit y and in the Notes might adversely affect us.

Our secured credit facilities,facility, as well as the terms of the Notes, require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests, and also contain certain default and cross-default provisions as described in more detail in Note 6Liquidity and Capital Resources to the consolidated financial statements. Our credit facilities also restrict our ability to enter into any transaction that could result in certain changes in our ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements to the credit facilities.

.

The financial covenants under the unsecuredsecured credit facilities require, among other things, that our debt to total asset value ratio, as defined in the agreements to our unsecured credit facilities, be less than 60%, that our ratio of unencumbered asset value to unsecured indebtedness, as defined, be greater than 1.60, that our ratio of unencumbered NOI to unsecured interest expense, as defined, be greater than 1.75,facility and that our ratio of earnings before EBITDA to fixed charges (debt service), as defined, be greater than 1.50. The financial covenants under the Notes also require, among other things, that our debt to total assets, as defined in the indenture governing the Notes, be less than 60%, that our ratio of total unencumbered assets to unsecured indebtedness, as defined, be greater than 150%, and that our ratio of consolidated income available for debt service to annual debt service charges, as defined, be greater than 1.50.1.5. For the 2023 Notes and the 2024 Notes, the financial covenants require that our ratio of secured debt to total assets, as defined, be less than 45% (40% on and after January 1, 2020). The financial covenants require that our ratio of secured debt to total assets, as defined, be less than 40% for the 2026 Notes. Compliance with each of these ratios is dependent upon our financial performance. The debt to total asset value ratio is based, in part, on applying a capitalization rate to EBITDA as defined in the agreements to our credit facilities. Based on this calculation method, decreases in EBITDA would result in an increased debt to total asset value ratio, assuming overall debt levels remain constant.

If any future failure to comply with one or more of these covenants resulted in the loss of thesethe secured credit facilitiesfacility or a default under the Notes and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.

Pending litigation could distract our officers from attending to the Company’s business and could have a material adverse effect on our business, financial condition and results of operation.

The Company and certain of its officers and directors have been named as defendants in a consolidated putative securities class action lawsuit (“Securities Class Action Litigation”) and certain of its former and current directors have been named as defendants in eight shareholder derivative lawsuits (“Derivative Litigation”).

The complaint filed in the Securities Class Action Litigation alleges violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects.  The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought.  The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws.  The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation described above.  The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures.  See Item 3. Legal Proceedingsfor more information on both the Securities Class Action Litigation and Derivative Litigation.

We cannot assure you as to the outcome of these legal proceedings, including the amount of costs or other liabilities that will be incurred in connection with defending these claims or other claims that may arise in the future.  To the extent that we incur material costs in connection with defending or pursuing these claims, or become subject to liability as a result of an adverse judgment or settlement of these claims, our results of operations and liquidity position could be materially and adversely affected.  In addition, ongoing litigation may divert management’s attention and resources from the day-to-day operation of our business and cause reputational harm to us, either of which could have a material adverse effect on our business, financial condition and results of operations.

RISKS RELATED TO THE OPERATING PARTNERSHIP'S NOTES

CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership; therefore, the limited guarantee of the Notes does not provide material additional credit support.

The limited guarantee provides that the Notes are guaranteed by CBL for any losses suffered by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. However, CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership. Furthermore, the limited guarantee of the Notes is effectively subordinated to all existing and future liabilities and preferred equity of the Company's subsidiaries (including the Operating Partnership (except as to the Notes) and any entity the Company accounts for under the equity method of accounting) and any of the Company's secured debt, to the extent of the value of the assets securing any such indebtedness. Due to the narrow scope of the limited guarantee, the lack of significant operations or assets at CBL other than its indirect investment in the Operating Partnership and the structural subordination of the limited guarantee to the liabilities and any preferred equity of the Company's subsidiaries, the limited guarantee does not provide material additional credit support.



Our substantial indebtedness could materially and adversely affect us and the ability of the Operating Partnership to meet its debt service obligations under the Notes.

Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the Notes, including the following:

our cash flow may be insufficient to meet our debt service obligations with respect to the Notes and our other indebtedness, which would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important business uses after meeting such obligations;

our cash flow may be insufficient to meet our debt service obligations with respect to the Notes and our other indebtedness, which would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important business uses after meeting such obligations;

we may be unable to borrow additional funds as needed or on favorable terms;

we may be unable to borrow additional funds as needed or on favorable terms;

we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;

we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;

because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;

because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;

increases in interest rates could also materially increase our interest expense on future fixed rate debt;

increases in interest rates could also materially increase our interest expense on future fixed rate debt;

we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;

we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;

we may default on our other unsecured indebtedness;

we may default on our other unsecured indebtedness;

we may default on our secured indebtedness and the lenders may foreclose on our Properties or our interests in the entities that own the Properties that secure such indebtedness and receive an assignment of rents and leases; and

we may default on our secured indebtedness and

we may violate restrictive covenants in our debt agreements, which would entitle the lenders may foreclose on our Properties or our interests in the entities that own the Properties that secure such indebtedness and receive an assignment of rents and leases; and other debtholders to accelerate the maturity of their indebtedness.

we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the maturity of their indebtedness.

If any one of these events were to occur, our business, financial condition, liquidity, results of operations and prospects, as well as the Operating Partnership's ability to satisfy its obligations with respect to the Notes, could be materially and adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code.

The structural subordination of the Notes may limit the Operating Partnership's ability to meet its debt service obligations under the Notes.

The Notes are the Operating Partnership's unsecured and unsubordinated indebtedness and rank equally with the Operating Partnership's existing and future unsecured and unsubordinated indebtedness, and are effectively junior to all liabilities and any preferred equity of the Operating Partnership's subsidiaries and to all of the Operating Partnership's indebtedness that is secured by the Operating Partnership's assets, to the extent of the value of the assets securing such indebtedness. While the indenture governing the Notes limits our ability to incur additional secured indebtedness in the future, it will not prohibit us from incurring such indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will, subject to obtaining relief from the automatic stay under section 362 of the Bankruptcy Code, be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral generally will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Notes, until such secured indebtedness is satisfied in full.

The Notes also are effectively subordinated to all liabilities, whether secured or unsecured, and any preferred equity of the subsidiaries of the Operating Partnership. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any such subsidiary, the Operating Partnership, as an equity owner of such subsidiary, and therefore holders of our debt, including the Notes, will be subject to the prior claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. Furthermore, while the indenture governing the Notes limits the ability of our subsidiaries to incur additional unsecured indebtedness in the future, it does not prohibit our subsidiaries from incurring such indebtedness if such subsidiaries are in compliance with certain financial ratios and other requirements at the time of its incurrence.


We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the Notes, and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.



We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the Notes, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.

We may need to refinance all or a portion of our indebtedness, including the Notes, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

our financial condition, liquidity, results of operations and prospects and market conditions at the time; and

our financial condition, liquidity, results of operations and prospects and market conditions at the time; and

restrictions in the agreements governing our indebtedness.

restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance any of our indebtedness, including the Notes, on favorable terms, or at all.

If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations, including payments on the Notes. As a result, we would be forced to take other actions to meet those obligations, such as selling Properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to effect any of these actions on favorable terms, or at all.

Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our revolving credit facilities,facility, term loans and certain other indebtedness do, and the indenture governing the Notes does, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the limited guarantee provided by CBL or any future guarantee of the Notes issued by any subsidiary of the Operating Partnership, could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:

the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital;

the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable subordination," which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. Bankruptcy Code.


The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

it could not pay its debts as they become due.

it could not pay its debts as they become due.


The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. This risk may be increased if any subsidiary of the Operating Partnership guarantees the Notes in the future, as no additional consideration would be received at the time such guarantee is issued. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.

The indenture governing the Notes contains restrictive covenants that may restrict our ability to expand or fully pursue certain of our business strategies.

The indenture governing the Notes contains financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including, subject to various exceptions, restrictions on our ability to:

consummate a merger, consolidation or sale of all or substantially all of our assets; and

consummate a merger, consolidation or sale of all or substantially all of our assets;

incur secured and unsecured indebtedness.

incur secured and unsecured indebtedness.

In addition, our revolvingsecured credit facilities,facility, secured term loansloan and certain other debt agreements require us to meet specified financial ratios and the indenture governing the Notes requires us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture governing the Notes, our revolving credit facility and certain other debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control.

The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.

There is no prior public market for the Notes, so if an active trading market does not develop or is not maintained for the Notes, holders of the Notes may not be able to resell them on favorable terms when desired, or at all.

Prior to the offering of each of the 2023 Notes, the 2024 Notes and the 2026 Notes, there was no public market for such Notes and we cannot be certain that an active trading market will ever develop for the Notes or, if one develops, will be maintained. Furthermore, we do not intend to apply for listing of the Notes on any securities exchange or for the inclusion of the Notes on any automated dealer quotation system. The underwriters informed us that they intend to make a market in the Notes. However, the underwriters may cease their market making at any time without notice to or the consent of existing holders of the Notes. The lack of a trading market could adversely affect a holder's ability to sell the Notes when desired, or at all, and the price at which a holder may be able to sell the Notes. The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our financial condition, liquidity, results of operations and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for the Notes will be subject to disruptions which may have a negative effect on the holders of the Notes, regardless of our financial condition, liquidity, results of operations or prospects.

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS
Since our Properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions.
Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 47.3% of our total revenues from all Properties for the year ended December 31, 2016 and currently include 34 malls, 12 associated centers, 9 community centers and 6 office buildings. Our Properties located in the midwestern United States accounted for approximately 30.2% of our total revenues from all Properties for the year ended December 31, 2016 and currently include 23 malls and 2 associated centers. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. While we already have Properties located in 7 states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.



Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Madison, WI; and Laredo, TX metropolitan areas, which are our five largest markets.
Our Properties located in the St. Louis, MO; Chattanooga, TN; Lexington, KY; Madison, WI; and Laredo, TX metropolitan areas accounted for approximately 7.7%, 4.3%, 3.6%, 3.4 and 2.6%, respectively, of our total revenues for the year ended December 31, 2016. No other market accounted for more than 2.6% of our total revenues for the year ended December 31, 2016. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.

RISKS RELATED TO DIVIDENDS

AND OUR COMMON STOCK

We have suspended paying dividends on our common stock and preferred stock and we cannot assure you of our ability to pay dividends in the future or the amount of any dividends.

Our board of directors has determined to suspend paying a dividend on our common stock and preferred stock, as well as distributions to the Operating Partnership’s outstanding common units, preferred units, Series S special common units (the “S-SCUs”), Series L special common units (the “L-SCUs”) and Series K special common units (the “K-SCUs”) (collectively, the “OP Units”).  Our board of directors currently expects to continue to review and determine the dividends on our common stock, preferred stock and OP Units on a quarterly basis, but we cannot provide you with any assurances that we will resume paying dividends on our common stock, preferred stock or OP Units. Our board of directors determines the amount and timing of any distributions. In making this determination, our board of directors considered a variety of relevant factors, including, without limitations, REIT minimum distribution requirements, the amount of cash available for distribution, restrictions under Delaware law, capital expenditures and reserve requirements and general operational requirements. We cannot assure you that we will be able to make distributions in the future. Any of the foregoing could adversely affect the market price of our publicly traded securities. If dividends on our outstanding preferred stock is in arrears for six or more quarterly periods, those preferred stockholders, voting as a single class, would be entitled to elect a total of two additional directors to our board of directors, which could have an adverse impact on our governance and on the interests of our stockholders other than the holders of our preferred stock if these additional directors focus primarily on pursuing strategies to benefit holders of our preferred stock.

The dividend arrearage created by our board of directors’ decision to suspend the dividends that continue to accrue on our outstanding preferred stock (and the Operating Partnership’s distributions to its preferred units of limited partnership underlying our outstanding preferred shares) also will require that we not resume any payment of dividends on our common stock unless full cumulative dividends accrued with respect to our preferred stock (and such underlying preferred units) for all past quarters and the then-current quarter are first declared and paid in cash, or declared with a sum sufficient for the payment thereof having been set apart for such payment in cash. In addition, for so long as this distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), we (i) may not cause the Operating Partnership to resume distributions to holders of its outstanding common units of limited partnership until all holders of SCUs have received distributions sufficient to satisfy the SCU Distribution Shortfall for all prior quarters and the then-current quarter (which effectively also prevents the resumption of common stock dividends, since our common stock dividends are funded by distributions the Company receives on the underlying common units it holds in the Operating Partnership) and (ii) may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other Units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. Our board of directors has prospectively approved that, to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires an exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock.

We may change the dividend policy for our common stock in the future.

Depending

Even if our board of directors should, in the future, determine based on the factors described in the preceding Risk Factor and in the paragraph below, that we are able to resume paying distributions on the outstanding equity securities of the Company and the Operating Partnership, depending upon our liquidity needs, we will still reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service ("IRS"). In the event that we should pay a portion of ourany future dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells theany common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to ourany future dividends, including any dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on any future dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, funds from operations,FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness, secured credit facility and preferred stock, the annual distribution requirements under


the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.

The recent declines in our common stock price, and the potential for our common stock to be delisted from the NYSE, could have materially adverse effects on our business.

The price of our common stock has declined significantly in recent periods. This reduction in stock price could have materially adverse effects on our business, including reducing our ability to use our common stock as compensation or to otherwise provide incentives to employees and by reducing our ability to generate capital through stock sales or otherwise use our stock as currency with third parties.

The average closing price of our common stock has been less than $1.00 over a consecutive 30 trading-day period, and as a result, our stock could be delisted from the NYSE. The threat of delisting and/or a delisting of our common stock could have adverse effects by, among other things:

reducing the liquidity and market price of our common stock;

reducing the number of investors willing to hold or acquire our common stock, thereby further restricting our ability to obtain equity financing;

causing an event of default or noncompliance under certain of our debt facilities and other agreements; and

reducing our ability to retain, attract and motivate our directors, officers and employees.

Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all of our operations through our Operating Partnership, our ability to service our debt obligations, as well as our ability to pay any future dividends on our common and preferred stock will depend almost entirely on paymentsupon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions we receiveto us on our ownership interests in our Operating Partnership. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Further, as described above, the currently existing dividend arrearage with respect to our outstanding shares of preferred stock (and the underlying preferred units of the Operating Partnership), as well as the Operating Partnership’s existing SCU Distribution Shortfall, effectively preclude the Operating Partnership from resuming any distributions to holders of its common units (including distributions with respect to common units held by the Company, which fund our common stock dividend) until such preferred dividend arrearage and SCU Distribution Shortfall have been satisfied through the cash payment of all accumulated amounts due to the holders of such securities.

Additionally, the terms of someour secured credit facility provide generally that distributions the Operating Partnership makes to us and the other partners in the Operating Partnership (i) may not exceed the greater of the debtamount necessary to whichmaintain our status as a REIT or 95% of FFO, so long as there is no event of default (as defined), (ii) in the event of a default, may be restricted to the minimum amount necessary to maintain our status as a REIT and (iii) in the event of default for nonpayment of amounts due under the facility, the Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us.be prohibited from making any distributions. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if ourstockholders. Any inability to make cash distributions from the Operating Partnership failscould jeopardize our ability to pay distributions to us, we generally will not be able to payany future dividends to our stockholders for one or more dividend periods.periods which, in turn, could jeopardize our ability to maintain qualification as a REIT.


RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

Since our Properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions and, in particular, to adverse economic developments affecting the operating results of Properties in our five largest markets.

Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 49.5% of our total revenues from all Properties for the year ended December 31, 2019 and currently include 27 malls, 12 associated centers, 6 community centers and 3 office buildings. Our Properties located in the midwestern United States accounted for approximately 25.5% of our total revenues from all Properties for the year ended December 31, 2019 and currently include 17 malls, 2 associated centers and 2 self-storage facilities. Further, the Properties located in our five largest metropolitan area markets - St. Louis, MO; Chattanooga, TN; Laredo, TX; Lexington, KY; and Madison, WI - accounted for approximately 6.8%, 5.2%, 4.2%, 4.1% and 3.1%, respectively, of our total revenues for the year ended December 31, 2019. No other market accounted for more than 3.0% of our total revenues for the year ended December 31, 2019.

Our results of operations and funds available for distribution to shareholders therefore will be impacted generally by economic conditions in the southeastern and midwestern United States, and particularly by the results experienced at Properties located in our five largest market areas. While we already have Properties located in six states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm's length in nature.

If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.

We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and, in the future, will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions



for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.

If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.


Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our Board of Directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). The affirmative vote of 66 2/3%3% of our outstanding voting stock is required to amend this provision.

Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Historically, our Board of Directors has granted such waivers to certain institutional investors based upon the receipt of such opinions from the Company’s tax counsel. In connection with the previously disclosed Standstill Agreement entered into effective November 1, 2019 between the Company, Exeter Capital Investors, L.P., Exeter Capital GP LLC, WEM Exeter LLC, and Michael L. Ashner (collectively, the “Exeter Group”), pursuant to which Michael L. Ashner and Carolyn B. Tiffany also were appointed to the Company’s Board of Directors, the Board (following receipt of an appropriate opinion of tax counsel) approved the granting to the Exeter Group of a similar waiver (the “Exeter Ownership Limitation Waiver”) to enable the Exeter Group to beneficially own up to 9.8% of the Company’s outstanding common stock, subject to the terms of the Exeter Ownership Limitation Waiver. Exeter Capital Investors, L.P. is a single purpose entity controlled by Michael Ashner to acquire common shares in CBL. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. Also, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.



Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not


have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

Our holding company structure makes us dependent on distributions from the Operating Partnership.
Because we conduct our operations through

Holders of common units and special common units in the Operating Partnership our abilitymay have income tax liability attributable to service our debt obligations and pay dividendstheir ownership of such units in excess of cash distributions .

It is possible that income taxes payable on taxable income allocated to our shareholders is strictly dependent upona holder of common units or special common units in the earnings andOperating Partnership will exceed the cash flowsdistributions attributable thereto. This may occur because funds received by the Operating Partnership may be taxable income to the Operating Partnership (and thus allocated to holders of Operating Partnership units), while the Operating Partnership may use such funds for nondeductible operating or capital expenses of the Operating Partnership. This also could occur as a result of the voluntary or involuntary sale or other disposition (including a foreclosure sale) of one or more Properties owned by the Operating Partnership or subsidiaries of the Operating Partnership, andor the abilityretirement of any of the Operating Partnership to make distributions to us. UnderPartnership’s or its subsidiaries’ debt at a discount. Thus, there may be years in which the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to ustax liability attributable to the extent that at the timeallocation of the distribution, after giving effecttaxable income to the distribution, all liabilitiesholders of the Operating Partnership (other than some non-recourse liabilities and some liabilities toPartnership’s common units or special common units exceeds the partners) exceed the fair value of the assets of the Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income. Any inability to make cash distributions from the Operating Partnership attributable to such units. This is particularly true at the present time, as the Operating Partnership currently has suspended all distributions on its common units and special common units until further notice. In such a case, holders of such units would be required to fund (from other sources of funds) any resulting income tax liability on such taxable income allocations in excess of distributions from the Operating Partnership to the holders of such units. Allocations of income or loss to holders of the Operating Partnership’s common units or special common units continue while such holder owns such Operating Partnership units. If a holder of units exercises its right to exchange its Operating Partnership common units or special common units to Company stock (or the cash equivalent thereof, at the Company’s election), gain or loss may be triggered to such exercising holder on such exchange transaction, but such holder will not be allocated taxable income or loss attributable to such units with respect to any time period after the closing of such exchange except as otherwise required under the applicable tax rules.

Partnership tax audit rules could jeopardize our abilityhave a material adverse effect on us.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner's distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest, could be required to pay dividendsadditional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. The changes created by these rules are sweeping and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.

Recent legislation substantially modified the taxation of REITs and their shareholders, and the effects of such legislation and related regulatory action are uncertain.

As a result of all of the changes to U.S. federal tax laws implemented by the December 2017 Tax Cuts and Jobs Act (the “TCJA”), our outstanding sharestaxable income and the amount of capital stock anddistributions to our stockholders required under the law to maintain qualificationour REIT status, and our relative tax advantage as a REIT.REIT, may significantly change. The long-term impact of the TCJA on the overall economy, government revenues, our tenants, CBL, and the rest of the real estate industry cannot be reliably predicted at this early stage of the new law’s implementation. The TCJA is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury Department and IRS, any of which could lessen or increase the impact of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Furthermore, the TCJA may negatively impact certain of our tenants’ operating results, financial condition and future business plans. There can be no assurance that the TCJA will not negatively impact our operating results, financial condition and future business operations.


Future changes to tax laws may adversely affect us either directly through changes to the taxation of the Company, our subsidiaries or our stockholders or indirectly through changes which adversely affect our tenants. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.  Not all states automatically conform to changes in the Internal Revenue Code. Some states use the legislative process to decide whether it is in their best interest to conform or not to various provisions of the Internal Revenue Code. This could increase the complexity of our efforts, increase compliance costs, and may subject us to additional taxes and audit risk.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.

There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our Third Amended and Restated Bylaws (the "Bylaws"), and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.
Supermajority Vote Required for Removal of Directors - Historically, our governing documents have provided that stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. Last year, in light of a ruling by the Delaware Court of Chancery in a proceeding not involving the Company, our Board of Directors approved an amendment to our Bylaws to delete the “for cause” limitation on removal of the Company’s directors, and, based on our Board of Directors' recommendation, our shareholders approved a similar amendment to our Amended and Restated Certificate of Incorporation at the Company’s 2016 annual meeting. As a result of such actions, shareholders will be able to remove directors with or without cause, but only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.
Advance Notice Requirements for Stockholder Proposals – Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days


nor more than 120 days prior to the anniversary date of the prior year’s annual meeting. Alternatively, a stockholder (or group of stockholders) seeking to nominate candidates for election as directors pursuant to the proxy access provisions set forth in Section 2.8 of our Bylaws generally must provide advance written notice to our Secretary, containing information prescribed in the proxy access bylaw, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting.

The Ownership Limit– As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules), subject to the ability of the Board of Directors to grant waivers in appropriate circumstances, such as the Exeter Ownership Limitation Waiver. In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.

Supermajority Vote Required for Removal of Directors- Our governing documents provide that stockholders can remove directors with or without cause, but only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

Advance Notice Requirements for Stockholder Proposals– Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting. Alternatively, a stockholder (or group of stockholders) seeking to nominate candidates for election as directors pursuant to the proxy access provisions set forth in Section 2.8 of our Bylaws generally must provide advance written notice to our Secretary, containing information prescribed in the proxy access bylaw, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting.

Vote Required to Amend Bylaws– A vote of 662 / 3 2/3% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our Bylaws.

Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:

Delaware Anti-Takeover Statute– We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:

(a)

(a)

before that person became an interested holder, our Board of Directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;

(b)

upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do


not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

(c)

following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder. Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.

Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.

Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership.

Tax Consequences of the Sale or Refinancing of Certain Properties– Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our Bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property's debt, must be made by a majority of the independent directors of the Board of Directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.

Tax Consequences of the Sale or Refinancing of Certain Properties – Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our Bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property's debt, must be made by a majority of the independent directors of the Board of Directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.

Interests in Other Entities; Policies of the Board of Directors– Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2019 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

Interests in Other Entities; Policies of the Board of Directors – Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2016 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.


ITEM 1B. UNRESOLVED STAFF COMMENTS

None. 

ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7for additional information pertaining to the Properties’ performance.

Malls

We owned a controlling interest in 6553 Malls and non-controlling interests in 910 Malls as of December 31, 2016.2019.  The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more department storesanchors or junior anchors and a wide variety of mall stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls' parking areas.


We classify our regional Malls into three categories:

(1)

Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.

(2)

Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the Stabilized Mall category. The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta wereLaredo was classified as a Non-stabilized MallsMall as of December 31, 2016. Fremaux Town Center, The Outlet Shoppes of the Bluegrass2019 and The Outlet Shoppes at Atlanta were classified as Non-stabilized Malls as of December 31, 2015.2018.

(3)

Excluded Malls - We exclude Malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:

a.

Lender Malls - Properties for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the Property or convey the secured Property to the lender. As of December 31, 2016, Chesterfield Mall, MidlandHickory Point Mall and Wausau CenterGreenbrier Mall were classified as Lender Malls. Midland Mall was conveyed to the lender subsequent to December 31, 2016. AsMalls as of December 31, 2015, Gulf Coast Town2019. Acadiana Mall, Cary Towne Center and Triangle Town Center were classified as Lender Malls. Additionally, Triangle Town Place, an associated center adjacentMalls as of December 31, 2018. In January 2019, Acadiana Mall was returned to the lender and Cary Towne Center was sold. In July 2019, Triangle Town Center was classified as areturned to the lender. Lender Property as of December 31, 2015. In the first quarter of 2016, Triangle Town Center and Triangle Town Place were recategorized as Minority Interest Properties as described below. In the second quarter of 2016, the foreclosure of Phase I and II of Gulf Coast Town Center was complete. Lender PropertiesMalls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these Properties or they may be under cash management agreements with the respective servicers.

b.

Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we may determine that the Property no longer meets our criteria for long-term investment. The steps taken to reposition these Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. AsHickory Point Mall was classified as a Repositioning Mall as of December 31, 2016, Cary Towne Center and Hickory Point2018 until its reclassification as a Lender Mall were classified as Repositioning Malls. As of December 31, 2015, the Annex at Monroeville and CoolSprings Galleria were under significant redevelopment and Wausau Center was being considered for repositioning. Wausau Center was moved from Repositioning to the Lender Property category in the second quarter of 2016 when it was determined, after evaluating redevelopment options that an appropriate risk-adjusted return was not achievable and the Mall should be returned to the lender.2019.

c.Minority Interest Malls - Malls in which we have a 25% or less ownership interest. As of December 31, 2016, we had two Malls classified as Minority Interest Malls. Triangle Town Center and Triangle Town Place were reclassified from the Lender Property category in the first quarter of 2016 upon the sale of our 50% interest in the unconsolidated affiliate to a newly formed joint venture in which we have a 10% ownership interest. The


debt secured by these Properties was restructured in conjunction with the sale. Triangle Town Place was sold in the fourth quarter of 2016. We also sold a 75% interest in River Ridge Mall to a new joint venture in the first quarter of 2016. See Note 8 to the consolidated financial statements for more information on these unconsolidated affiliates.

We own the land underlying each Mall in fee simple interest, except for WestGateBrookfield Square, Cross Creek Mall, Dakota Square Mall, EastGate Mall, Meridian Mall, St. Clair Square, Brookfield Square, Meridian Mall, Stroud Mall EastGate Mall and Wausau Center.WestGate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.

The following table sets forth certain information for each of the Malls as of December 31, 2016:

2019 (dollars in thousands except for sales per square foot amounts):

Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
TIER 1
Sales ≥ $375 or more per square foot
Coastal Grand (6)
   Myrtle Beach, SC
 2004 2007 50% 1,039,740
 323,590
 $395
 94% Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Sears
CoolSprings Galleria (6)
   Nashville, TN
 1991 2015 50% 1,142,750
 407,997
 543
 99% Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Bowl, Macy's
Cross Creek Mall
   Fayetteville, NC
 1975/2003 2013 100% 1,045,311
 282,155
 499
 99% Belk, H&M, JC Penney, Macy's, Sears
Fayette Mall
   Lexington, KY
 1971/2001 2014 100% 1,204,002
 505,725
 541
 96% Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Friendly Center and
The Shops at Friendly (6)
   Greensboro, NC
 1957/ 2006/ 2007 2016 50% 1,132,352
 496,370
 475
 98% Barnes & Noble, BB&T, Belk, Belk Home Store, The Grande Cinemas, Harris Teeter, Macy's, REI, Sears, Whole Foods
Governor's Square (6)
   Clarksville, TN
 1986 1999 47.5% 719,565
 238,528
 379
 95% Belk, Best Buy, Carmike Cinema, Dick's Sporting Goods, Dillard's, JC Penney, Ross, Sears
Hamilton Place
   Chattanooga, TN
 1987 2016 90% 1,150,185
 331,493
 390
 93% 
Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dillard's for Men, Kids & Home, Dillard's for Women, Forever 21, H&M (7), JC Penney, Regal Cinemas, Sears
Hanes Mall
   Winston-Salem, NC
 1975/2001 1990 100% 1,477,098
 475,972
 377
 91% Belk, Dick's Sporting Goods, Dillard's, Encore, H&M, JC Penney, Macy's, Sears
Jefferson Mall
   Louisville, KY
 1978/2001 1999 100% 900,434
 224,728
 398
 100% Dillard's, H&M, JC Penney, Macy's, Ross, Sears
Mall del Norte
   Laredo, TX
 1977/2004 1993 100% 1,178,220
 359,657
 484
 95% Beall's, Cinemark, Dillard's, Foot Locker, Forever 21, H&M, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Mayfaire Town Center
   Wilmington, NC
 2004/2015 N/A 100% 592,168
 297,830
 387
 88% 
Barnes & Noble, Belk, The Fresh Market, HH Gregg, H&M (7), Michaels, Regal Cinemas

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

TIER 1

Sales ≥ $375 or more per

   square foot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coastal Grand (6)

   Myrtle Beach, SC

 

2004

 

50%

 

 

 

1,037,498

 

 

 

341,799

 

 

$

400

 

 

 

95

%

 

Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods (7), Dillard's, H&M, JC Penney, Sears

CoolSprings Galleria (6)

   Nashville, TN

 

1991

 

50%

 

 

 

1,166,203

 

��

 

430,857

 

 

 

595

 

 

 

91

%

 

Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's

Cross Creek Mall

   Fayetteville, NC

 

1975/2003

 

100%

 

 

 

764,239

 

 

 

60,054

 

 

 

507

 

 

 

96

%

 

Belk, Dave & Buster's (8), H&M, JC Penney, Macy's

Fayette Mall

   Lexington, KY

 

1971/2001

 

100%

 

 

 

1,158,534

 

 

 

460,257

 

 

 

579

 

 

 

95

%

 

Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's

Friendly Center and The Shops at Friendly (6)

   Greensboro, NC

 

1957/ 2006/ 2007

 

50%

 

 

 

1,368,167

 

 

 

604,026

 

 

 

511

 

 

 

95

%

 

Barnes & Noble, BB&T, Belk, Belk Home Store, The Grande Cinemas, Harris Teeter, Macy's, O2 Fitness, REI, Sears, Whole Foods



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Northwoods Mall
   North Charleston, SC
 1972/2001 1995 100% 771,676
 268,557
 380
 95% Belk, Books-A-Million, Dillard's, JC Penney, Sears
Oak Park Mall (6)
   Overland Park, KS
 1974/2005 1998 50% 1,609,613
 431,455
 456
 96% Academy Sports & Outdoors, Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom
Old Hickory Mall
   Jackson, TN
 1967/2001 1994 100% 538,991
 161,896
 394
 79% Belk, JC Penney, Macy's, Sears
The Outlet Shoppes at Atlanta
Woodstock, GA
 2013 2015 75% 412,055
 386,711
 422
*91% Saks Fifth Ave OFF 5TH
The Outlet Shoppes
at El Paso
   El Paso, TX
 2007/2012 2014 75% 433,046
 411,007
 376
 98% H&M
The Outlet Shoppes of the Bluegrass 
Simpsonville, KY
 2014 2015 65% 428,073
 381,373
 406
*95% H&M, Saks Fifth Ave OFF 5TH
Post Oak Mall
   College Station, TX
 1982 1985 100% 759,632
 272,106
 376
 90% Beall's, Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Macy's, Sears
Richland Mall
   Waco, TX
 1980/2002 1996 100% 686,628
 205,403
 382
 98% Beall's, Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Sears, XXI Forever
Sunrise Mall
   Brownsville, TX
 1979/2003 2015 100% 801,392
 236,635
 394
 99% A'gaci, Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, Sears
Volusia Mall 
   Daytona Beach, FL
 1974/2004 2013 100% 1,067,343
 226,510
 376
 99% Dillard's for Men & Home, Dillard's for Women, Dillard's for Children, H&M, JC Penney, Macy's, Sears
West County Center (6)
   Des Peres, MO
 1969/2007 2002 50% 1,197,210
 414,789
 496
 98% Barnes & Noble, Dick's Sporting Goods, Forever 21, JC Penney, Macy's, Nordstrom
West Towne Mall
   Madison, WI
 1970/2001 2013 100% 823,505
 266,033
 513
 99% 
Boston Store, Dave & Buster's (8), Dick's Sporting Goods, Forever 21, JC Penney, Sears (8), Total Wine (8)
Total Tier 1 Malls       21,110,989
 7,606,520
 $441
 95%  
                 
TIER 2
Sales ≥ $300 to < $375 per square foot
Acadiana Mall
   Lafayette, LA
 1979/2005 2004 100% 991,564
 299,301
 $337
 99% Dillard's, JC Penney, Macy's, Sears
Arbor Place
Atlanta (Douglasville), GA
 1999  N/A 100% 1,163,432
 309,002
 364
 98% Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, Sears

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Hamilton Place

   Chattanooga, TN

 

1987

 

90%

 

 

 

1,160,596

 

 

 

330,974

 

 

 

418

 

 

 

94

%

 

Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dave & Buster's (9) Dillard's for Men, Kids & Home, Dillard's for Women, Dick's Sporting Goods (9), former Forever 21, H&M, JC Penney

Hanes Mall

   Winston-Salem, NC

 

1975/2001

 

100%

 

 

 

1,435,209

 

 

 

468,507

 

 

 

390

 

 

 

95

%

 

Belk, Dave & Buster's, Dillard's, Encore, H&M, JC Penney, Macy's, Novant Health (10)

Imperial Valley Mall

   El Centro, CA

 

2005

 

100%

 

 

 

762,695

 

 

 

214,055

 

 

 

404

 

 

 

90

%

 

Cinemark, Dillard's, JC Penney, Hobby Lobby (11), Macy's

Jefferson Mall

   Louisville, KY

 

1978/2001

 

100%

 

 

 

783,639

 

 

 

225,078

 

 

 

397

 

 

 

88

%

 

Dillard's, H&M, JC Penney, Round1 Bowling & Amusement, Ross Dress for Less, former Sears

Mall del Norte

   Laredo, TX

 

1977/2004

 

100%

 

 

 

1,219,236

 

 

 

408,243

 

 

 

444

 

 

 

94

%

 

Beall's, Cinemark, Dillard's, H&M, House of Hoops by Foot Locker, JC Penney, Macy's, Macy's Home Store, Main Event (12), Sears, TruFit Athletic Club

Northwoods Mall

   North Charleston, SC

 

1972/2001

 

100%

 

 

 

748,269

 

 

 

256,021

 

 

 

394

 

 

 

94

%

 

Belk, Books-A-Million, Burlington, Dillard's, JC Penney, Planet Fitness

Oak Park Mall (6)

   Overland Park, KS

 

1974/2005

 

50%

 

 

 

1,518,266

 

 

 

431,096

 

 

 

493

 

 

 

92

%

 

Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom

Old Hickory Mall

   Jackson, TN

 

1967/2001

 

100%

 

 

 

547,099

 

 

 

170,004

 

 

 

376

 

 

 

78

%

 

Belk, JC Penney, Macy's, former Sears

The Outlet Shoppes at Atlanta (6)

   Woodstock, GA

 

2013

 

50%

 

 

 

404,906

 

 

 

380,099

 

 

 

450

 

 

 

90

%

 

Saks Fifth Ave OFF 5TH

The Outlet Shoppes at El Paso (6)

   El Paso, TX

 

2007/2012

 

50%

 

 

 

433,047

 

 

 

411,008

 

 

 

444

 

 

 

99

%

 

H&M

The Outlet Shoppes of the Bluegrass (6)

   Simpsonville, KY

 

2014

 

65%

 

 

 

428,072

 

 

 

381,372

 

 

 

435

 

 

 

97

%

 

H&M, Saks Fifth Ave OFF 5TH

Parkway Place

   Huntsville, AL

 

1957/1998

 

100%

 

 

 

647,804

 

 

 

278,626

 

 

 

401

 

 

 

89

%

 

Belk, Dillard's

Richland Mall

   Waco, TX

 

1980/2002

 

100%

 

 

 

693,450

 

 

 

191,872

 

 

 

392

 

 

 

95

%

 

Beall's, Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women (13), JC Penney

Southpark Mall

   Colonial Heights, VA

 

1989/2003

 

100%

 

 

 

675,640

 

 

 

212,233

 

 

 

388

 

 

 

95

%

 

Dick's Sporting Goods, H&M, JC Penney, Macy's, Regal Cinemas, former Sears

St. Clair Square (14)

   Fairview Heights, IL

 

1974/1996

 

100%

 

 

 

1,067,611

 

 

 

290,356

 

 

 

388

 

 

 

95

%

 

Dillard's, JC Penney, Macy's, former Sears

Sunrise Mall

   Brownsville, TX

 

1979/2003

 

100%

 

 

 

799,397

 

 

 

234,640

 

 

 

439

 

 

 

92

%

 

former A'GACI, Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, former Sears

West County Center (6)

   Des Peres, MO

 

1969/2007

 

50%

 

 

 

1,196,804

 

 

 

382,853

 

 

 

584

 

 

 

89

%

 

Barnes & Noble, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's, Nordstrom

Total Tier 1 Malls

 

 

 

 

 

 

 

 

20,016,381

 

 

 

7,164,030

 

 

$

463

 

 

 

93

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TIER 2

Sales ≥ $300 to < $375 per

   square foot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Asheville Mall
   Asheville, NC
 1972/1998 2000 100% 974,223
 266,319
 363
 98% Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, Sears
Brookfield Square (9)
   Brookfield, WI
 1967/2001 2008 100% 1,032,242
 292,168
 322
 97% Barnes & Noble, Boston Store, H&M, JC Penney, Sears
Burnsville Center
   Burnsville, MN
 1977/1998  N/A 100% 1,046,359
 382,538
 339
 90% Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, Sears
CherryVale Mall
   Rockford, IL
 1973/2001 2007 100% 849,253
 333,772
 330
 99% Barnes & Noble, Bergner's, JC Penney, Macy's, Sears
Dakota Square Mall
   Minot, ND
 1980/2012 2016 100% 812,222
 182,516
 345
 98% Barnes & Noble, Carmike Cinema, Herberger's, JC Penney, KJ's Fresh Market, Scheels, Sears, Sleep Inn & Suites - Splashdown Dakota Super Slides, Target
East Towne Mall
   Madison, WI
 1971/2001 2004 100% 787,389
 228,765
 328
 96% 
Barnes & Noble, Boston Store, Dick's Sporting Goods, Gordmans, H&M (7), JC Penney, Sears, Steinhafels
EastGate Mall (10)
   Cincinnati, OH
 1980/2003 1995 100% 860,830
 280,118
 362
 86% Dillard's, JC Penney, Kohl's, Sears
Eastland Mall
   Bloomington, IL
 1967/2005 N/A 100% 760,799
 221,144
 302
 94% Bergner's, JC Penney, Kohl's, Macy's, Sears
Frontier Mall
   Cheyenne, WY
 1981 1997 100% 524,075
 179,205
 331
 97% Carmike Cinema, Dillard's for Women, Dillard's for Men, Kids & Home, JC Penney, Sears, Sports Authority
Greenbrier Mall
    Chesapeake, VA
 1981/2004 2004 100% 890,852
 269,039
 359
 92% Dillard's, GameWorks, JC Penney, Macy's, Sears
Harford Mall
   Bel Air, MD
 1973/2003 2007 100% 505,483
 181,307
 352
 95% Encore, Macy's, Sears
Honey Creek Mall
   Terre Haute, IN
 1968/2004 1981 100% 677,322
 185,807
 344
 93% Carson's, Encore, JC Penney, Macy's, Sears
Imperial Valley Mall
   El Centro, CA
 2005 N/A 100% 827,648
 214,031
 325
 96% Cinemark, Dillard's, JC Penney, Kohl's, Macy's, Sears
Kirkwood Mall
   Bismarck, ND
 1970/2012 2016 100% 842,263
 203,700
 327
 94% H&M, Herberger's, Keating Furniture, JC Penney, Scheels, Target
Laurel Park Place
   Livonia, MI
 1989/2005 1994 100% 494,886
 196,076
 349
 94% Carson's, Von Maur
Layton Hills Mall
   Layton, UT
 1980/2006 1998 100% 557,333
 211,366
 353
 99% Dick's Sporting Goods, JC Penney, Macy's

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Arbor Place

   Atlanta (Douglasville),

   GA

 

1999

 

100%

 

 

 

1,162,064

 

 

 

307,634

 

 

$

372

 

 

 

95

%

 

Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, Sears

Asheville Mall

   Asheville, NC

 

1972/1998

 

100%

 

 

 

973,367

 

 

 

265,463

 

 

 

363

 

 

 

87

%

 

Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, former Sears

Dakota Square Mall

   Minot, ND

 

1980/2012

 

100%

 

 

 

757,509

 

 

 

201,701

 

 

 

310

 

 

 

93

%

 

AMC Theatres, Barnes & Noble, HomeGoods, JC Penney, Scheels, former Sears, Sleep Inn & Suites - Splashdown Dakota Super Slides, Target

East Towne Mall

   Madison, WI

 

1971/2001

 

100%

 

 

 

801,248

 

 

 

211,959

 

 

 

336

 

 

 

92

%

 

Barnes & Noble, former Boston Store, Dick's Sporting Goods, Flix Brewhouse, Gordman's, H&M, JC Penney, Sears

EastGate Mall (15)

   Cincinnati, OH

 

1980/2003

 

100%

 

 

 

837,550

 

 

 

256,836

 

 

 

327

 

 

 

81

%

 

Dillard's Clearance, JC Penney, Kohl's, former Sears

Frontier Mall

   Cheyenne, WY

 

1981

 

100%

 

 

 

520,276

 

 

 

200,156

 

 

 

314

 

 

 

94

%

 

AMC Theatres, Dillard's for Women, Dillard's for Men, Kids & Home, Jax Outdoor Gear, JC Penney

Governor's Square (6)

   Clarksville, TN

 

1986

 

47.5%

 

 

 

685,549

 

 

 

238,667

 

 

 

354

 

 

 

93

%

 

AMC Theatres, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Ross Dress for Less, former Sears

Harford Mall

   Bel Air, MD

 

1973/2003

 

100%

 

 

 

503,774

 

 

 

179,598

 

 

 

352

 

 

 

89

%

 

Encore, Macy's, Sears

Kirkwood Mall

   Bismarck, ND

 

1970/2012

 

100%

 

 

 

815,445

 

 

 

211,581

 

 

 

303

 

 

 

95

%

 

H&M, former Herberger's (16), Keating Furniture, JC Penney, Scheels, Target

Layton Hills Mall

   Layton, UT

 

1980/2006

 

100%

 

 

 

482,116

 

 

 

212,670

 

 

 

366

 

 

 

97

%

 

Dick's Sporting Goods, Dillard's, JC Penney

Mayfaire Town Center

   Wilmington, NC

 

2004/2015

 

100%

 

 

 

650,766

 

 

 

331,385

 

 

 

354

 

 

 

90

%

 

Barnes & Noble, Belk, Flip N Fly, The Fresh Market, H&M, Michaels, Regal Cinemas

Northpark Mall

   Joplin, MO

 

1972/2004

 

100%

 

 

 

896,040

 

 

 

278,316

 

 

 

337

 

 

 

81

%

 

Dunham's Sports, H&M, JC Penney, Jo-Ann Fabrics & Crafts, Macy's Children's & Home, Macy's Women & Men's, Sears, T.J. Maxx, Tilt, Vintage Stock

The Outlet Shoppes at Laredo

   Laredo, TX

 

2017

 

65%

 

 

 

358,122

 

 

 

315,375

 

 

N/A

 

*

 

84

%

 

H&M, Nike Factory Store

Park Plaza

   Little Rock, AR

 

1988/2004

 

100%

 

 

 

543,033

 

 

 

209,888

 

 

 

314

 

 

 

98

%

 

Dillard's for Men & Children, Dillard's for Women & Home, Forever 21, H&M

Parkdale Mall

   Beaumont, TX

 

1972/2001

 

100%

 

 

 

1,151,375

 

 

 

327,092

 

 

 

353

 

 

 

80

%

 

Former Ashley HomeStore, Beall's, Dick's Sporting Goods, Dillard's, Forever 21, H&M, HomeGoods, JC Penney, former Macy's, Sears, 2nd & Charles, Tilt Studio

Pearland Town Center (17)

   Pearland, TX

 

2008

 

100%

 

 

 

711,787

 

 

 

354,200

 

 

 

356

 

 

 

91

%

 

Barnes & Noble, Dick's Sporting Goods, Dillard's, Macy's

Post Oak Mall

   College Station, TX

 

1982

 

100%

 

 

 

788,165

 

 

 

300,640

 

 

 

332

 

 

 

88

%

 

Beall's, Dillard's Men & Home, Dillard's Women & Children, Encore, Conn's HomePlus (18), JC Penney, Macy's

South County Center

   St. Louis, MO

 

1963/2007

 

100%

 

 

 

1,028,623

 

 

 

316,400

 

 

 

332

 

 

 

91

%

 

Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Round1 Bowling & Amusement (19)



Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Meridian Mall (11)
    Lansing, MI
 1969/1998 2001 100% 972,186
 290,708
 313
 86% Bed Bath & Beyond, Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, Planet Fitness, Schuler Books & Music, Younkers for Her, Younkers Men, Kids & Home
Mid Rivers Mall
   St. Peters, MO
 1987/2007 2015 100% 1,076,184
 288,165
 301
 98% Best Buy, Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Planet Fitness, Sears, V-Stock, Wehrenberg Theaters
Northgate Mall
   Chattanooga, TN
 1972/2011 2014 100% 762,381
 181,634
 321
 96% Belk, Burlington, Carmike Cinema, former JC Penney, Michaels, Ross, Sears, T.J. Maxx
Northpark Mall
   Joplin, MO
 1972/2004 1996 100% 934,548
 281,447
 317
 87% 
Dunham's Sports, JC Penney, Jo-Ann Fabrics & Crafts,
Macy's Children's & Home, Macy's Women's & Men's, Regal Cinemas, Sears, Tilt, T.J. Maxx, Vintage Stock
The Outlet Shoppes at Oklahoma City
Oklahoma City, OK
 2011 2014 75% 394,257
 394,257
 361
 93% None
Park Plaza
   Little Rock, AR
 1988/2004 N/A 100% 540,167
 236,417
 346
 97% 
Dillard's for Men & Children, Dillard's for Women & Home, Forever 21, H&M (7)
Parkdale Mall
   Beaumont, TX
 1972/2001 2014 100% 1,248,667
 313,501
 352
 89% 
Ashley Furniture, Beall's, Dillard's, JC Penney, H&M, Hollywood Theater, Kaplan College, Macy's, Marshall's, Michaels, Sears, 2nd & Charles, Tilt Studio (12), XXI Forever
Parkway Place
   Huntsville, AL
 1957/1998 2002 100% 648,271
 279,093
 345
 99% Belk, Dillard's
Pearland Town Center (13)
    Pearland, TX
 2008 N/A 100% 646,995
 282,905
 326
 100% 
Barnes & Noble, Dick's Sporting Goods (14), Dillard's, Macy's
South County Center
   St. Louis, MO
 1963/2007 2001 100% 1,044,146
 311,280
 367
 92% Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Southaven Towne Center
   Southaven, MS
 2005 2013 100% 567,640
 184,545
 303
 95% Bed Bath & Beyond, Dillard's, Gordmans, HH Gregg, JC Penney
Southpark Mall
   Colonial Heights, VA
 1989/2003 2007 100% 672,975
 229,715
 372
 93% Dick's Sporting Goods, JC Penney, Macy's, Regal Cinemas, Sears
St. Clair Square (15)
   Fairview Heights, IL
 1974/1996 1993 100% 1,084,898
 299,675
 374
 98% Dillard's, JC Penney, Macy's, Sears
Turtle Creek Mall
   Hattiesburg, MS
 1994 1995 100% 846,121
 192,734
 344
 89% At Home, Belk, Dillard's, JC Penney, Sears, Southwest Theaters, Stein Mart

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Southaven Towne Center

   Southaven, MS

 

2005

 

100%

 

 

 

607,523

 

 

 

184,427

 

 

 

331

 

 

 

76

%

 

Bed Bath & Beyond, Dillard's, Gordmans, JC Penney, Sportsman's Warehouse, Urban Air Adventure Park

Turtle Creek Mall

   Hattiesburg, MS

 

1994

 

100%

 

 

 

844,977

 

 

 

191,590

 

 

 

349

 

 

 

86

%

 

At Home, Belk, Dillard's, JC Penney, former Sears, Southwest Theaters, Stein Mart

Valley View Mall

   Roanoke, VA

 

1985/2003

 

100%

 

 

 

863,443

 

 

 

336,683

 

 

 

364

 

 

 

97

%

 

Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, former Sears

Volusia Mall

   Daytona Beach, FL

 

1974/2004

 

100%

 

 

 

1,060,279

 

 

 

253,503

 

 

 

332

 

 

 

91

%

 

Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, Macy's, former Sears

West Towne Mall

   Madison, WI

 

1970/2001

 

100%

 

 

 

829,715

 

 

 

281,764

 

 

 

357

 

 

 

93

%

 

Dave & Buster's, Dick's Sporting Goods, Forever 21, JC Penney, Total Wine & More, Von Maur (20), Urban Air Adventure Park

WestGate Mall (21)

   Spartanburg, SC

 

1975/1995

 

100%

 

 

 

950,777

 

 

 

241,018

 

 

 

346

 

 

 

82

%

 

Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Regal Cinemas, former Sears

Westmoreland Mall

   Greensburg, PA

 

1977/2002

 

100%

 

 

 

976,689

 

 

 

286,958

 

 

 

307

 

 

 

94

%

 

H&M, JC Penney,   Macy's, Macy's Home Store, Old Navy, former Sears, Stadium Casino (22)

York Galleria

   York, PA

 

1989/1999

 

100%

 

 

 

748,868

 

 

 

241,096

 

 

 

333

 

 

 

77

%

 

former Bon-Ton, Boscov's, Gold's Gym, H&M, Hollywood Casino (23), Marshalls

Total Tier 2 Malls

 

 

 

 

 

 

 

 

20,549,080

 

 

 

6,736,600

 

 

$

342

 

 

 

89

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TIER 3

Sales < $300 per square foot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alamance Crossing

   Burlington, NC

 

2007

 

100%

 

 

 

904,704

 

 

 

255,174

 

 

$

269

 

 

 

78

%

 

Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's

Brookfield Square (24)

   Brookfield, WI

 

1967/2001

 

100%

 

 

 

864,317

 

 

 

306,284

 

 

 

261

 

 

 

88

%

 

Barnes & Noble, former Boston Store, H&M, JC Penney, Marcus BistroPlex, Whirlyball

Burnsville Center

   Burnsville, MN

 

1977/1998

 

100%

 

 

 

1,045,053

 

 

 

389,248

 

 

 

276

 

 

 

82

%

 

Dick's Sporting Goods, Gordmans, H&M, JC Penney, Macy's, former Sears

CherryVale Mall

   Rockford, IL

 

1973/2001

 

100%

 

 

 

862,807

 

 

 

348,221

 

 

 

295

 

 

 

82

%

 

Barnes & Noble, Choice Home Center, JC Penney, Macy's, Tilt (25)

Eastland Mall

   Bloomington, IL

 

1967/2005

 

100%

 

 

 

732,647

 

 

 

247,505

 

 

 

282

 

 

 

81

%

 

former Bergner's, Kohl's, former Macy's, Planet Fitness, former Sears

Kentucky Oaks Mall (6)

   Paducah, KY

 

1982/2001

 

50%

 

 

 

717,203

 

 

 

238,307

 

 

 

257

 

 

 

77

%

 

Best Buy, Burlington, Dick's Sporting Goods, Dillard's, Dillard's Home Store, HomeGoods, JC Penney, Ross Dress for Less, Vertical Jump Park

Laurel Park Place

   Livonia, MI

 

1989/2005

 

100%

 

 

 

491,211

 

 

 

198,067

 

 

 

293

 

 

 

90

%

 

Dunham Sports, Von Maur



Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Meridian Mall (26)

   Lansing, MI

 

1969/1998

 

100%

 

 

 

944,172

 

 

 

291,533

 

 

 

288

 

 

 

90

%

 

Bed Bath & Beyond, Dick's Sporting Goods, H&M, High Caliber Karting, JC Penney, Launch Trampoline Park, Macy's, Planet Fitness, Schuler Books & Music, former Younkers

Mid Rivers Mall

   St. Peters, MO

 

1987/2007

 

100%

 

 

 

1,039,834

 

 

 

292,217

 

 

 

286

 

 

 

88

%

 

Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's, Marcus Theatres, former Sears, V-Stock

Monroeville Mall

   Pittsburgh, PA

 

1969/2004

 

100%

 

 

 

985,069

 

 

 

446,572

 

 

 

282

 

 

 

84

%

 

Barnes & Noble, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's

Northgate Mall

   Chattanooga, TN

 

1972/2011

 

100%

 

 

 

660,786

 

 

 

181,153

 

 

 

296

 

 

 

85

%

 

Belk, Burlington, former JC Penney, former Sears

The Outlet Shoppes at Gettysburg

   Gettysburg, PA

 

2000/2012

 

50%

 

 

 

249,937

 

 

 

249,937

 

 

 

249

 

 

 

89

%

 

None

Stroud Mall (27)

   Stroudsburg, PA

 

1977/1998

 

100%

 

 

 

414,441

 

 

 

129,601

 

 

 

253

 

 

 

92

%

 

Cinemark, EFO Furniture Outlet (28), JC Penney, ShopRite

Total Tier 3 Malls

 

 

 

 

 

 

 

 

9,912,181

 

 

 

3,573,819

 

 

$

276

 

 

 

85

%

 

 

Total Mall Portfolio

 

 

 

 

 

 

 

 

50,477,642

 

 

 

17,474,449

 

 

$

386

 

 

 

90

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluded Malls (29)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lender Malls:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greenbrier Mall

   Chesapeake, VA

 

1981/2004

 

100%

 

 

 

897,036

 

 

 

269,795

 

 

N/A

 

 

N/A

 

 

Dillard's, Gameworks, H&M, JC Penney, Macy's, former Sears

Hickory Point Mall

   Forsyth, IL

 

1977/2005

 

100%

 

 

 

727,848

 

 

 

153,162

 

 

N/A

 

 

N/A

 

 

former Bergner's, Encore, Hobby Lobby, former JC Penney, Kohl's, Ross Dress for Less, former Sears, T.J. Maxx, Von Maur

Total Lender Malls

 

 

 

 

 

 

 

 

1,624,884

 

 

 

422,957

 

 

 

 

 

 

 

 

 

 

 

Total Excluded Malls

 

 

 

 

 

 

1,624,884

 

 

 

422,957

 

 

 

 

 

 

 

 

 

 

 

Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Valley View Mall
   Roanoke, VA
 1985/2003 2007 100% 837,428
 278,496
 368
 99% Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, Sears
WestGate Mall (16)
   Spartanburg, SC
 1975/1995 1996 100% 954,769
 227,433
 339
 81% Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Regal Cinemas, Sears
Westmoreland Mall
   Greensburg, PA
 1977/2002 1994 100% 979,541
 300,160
 317
 97% Bon-Ton, H&M, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria
   York, PA
 1989/1999 N/A 100% 751,902
 219,976
 348
 91% 
Bon-Ton, Boscov's, Gold's Gym (17), 
H&M (17), former JC Penney (17), Sears
Total Tier 2 Malls       29,561,251
 9,228,315
 $342
 94%  
                 
TIER 3
Sales < $300 per square foot
Alamance Crossing
   Burlington, NC
 2007 2011 100% 886,700
 201,760
 $253
 84% Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's
College Square
   Morristown, TN
 1988 1999 100% 450,398
 129,921
 265
 99% 
Belk, Carmike Cinema, Dick's Sporting Goods, Goody's, Kohl's, Planet Fitness (18), T.J. Maxx
Foothills Mall
   Maryville, TN
 1983/1996 2012 95% 463,751
 121,596
 283
 99% Belk, Carmike Cinema, Goody's, JC Penney, Sears, T.J. Maxx
Janesville Mall
   Janesville, WI
 1973/1998 1998 100% 600,710
 165,692
 246
 97% Boston Store, Dick's Sporting Goods, Kohl's, Sears
Kentucky Oaks Mall (6)
   Paducah, KY
 1982/2001 1995 50% 1,062,532
 371,367
 286
 84% Best Buy, Cinemark, Dick's Sporting Goods, Dillard's, Dillard's Home Store, Elder-Beerman, JC Penney, Planet Fitness, Sears, Vertical Trampoline Park
Monroeville Mall
   Pittsburgh, PA
 1969/2004 2014 100% 1,077,250
 471,138
 274
 89% Barnes & Noble, Best Buy, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's
The Outlet Shoppes at Gettysburg
Gettysburg, PA
 2000/2012 N/A 50% 249,937
 249,737
 261
 93% None
Stroud Mall (19)
   Stroudsburg, PA
 1977/1998 2005 100% 403,258
 118,775
 276
 74% Bon-Ton, Cinemark, JC Penney, Sears
Total Tier 3 Malls       5,194,536
 1,829,986
 $268
 89%  
                 
Total Mall Portfolio   55,866,776
 18,664,821
 $376
 94%  
                 
Excluded Malls (20)
            
Lender Malls:                
Chesterfield Mall
   Chesterfield, MO
 1976/2007 2006 100% 1,264,857
 499,048
 N/A N/A AMC Theater, Dillard's, H&M, Macy's, Sears, V-Stock


Mall / Location Year of
Opening/
Acquisition
 Year of
Most
Recent
Expansion
 Our
Ownership
 
Total
GLA
(1)
 
Total
Mall Store
GLA(2)
 
Mall Store
Sales per
Square
Foot
(3)
 
Percentage
Mall
Store GLA
Leased
(4)
 
Anchors & Junior
Anchors (5)
Midland Mall (21)
   Midland, MI
 1991/2001 N/A 100% 473,634
 136,684
 N/A N/A Barnes & Noble, Dunham's Sports, JC Penney, Target, Younkers
Wausau Center (22)
    Wausau, WI
 1983/2001 1999 100% 423,774
 150,574
 N/A N/A former JC Penney, former Sears, Younkers
Total Lender Malls       2,162,265
 786,306
      
                 
Repositioning Malls:                
Cary Towne Center
   Cary, NC
 1979/2001 1993 100% 927,882
 266,096
 N/A N/A Belk, Cary Towne Furniture, Dave & Buster's, Dillard's, JC Penney, Jump Street, former Macy's
Hickory Point Mall
   Forsyth, IL
 1977/2005 N/A 100% 815,326
 167,930
 N/A N/A 
Bergner's, former Cohn Furniture, Encore, Hobby Lobby, Kohl's, Ross, former Sears, T.J. Maxx (23), Von Maur
Total Repositioning Malls     1,743,208
 434,026
      
                 
Minority Interest Malls                
River Ridge Mall (6)
   Lynchburg, VA
 1980/2003 2000 25% 761,133
 193,981
 N/A N/A Belk, JC Penney, Liberty University, Macy's, Regal Cinemas, T.J. Maxx
Triangle Town Center (6)
   Raleigh, NC
 2002/2005 N/A 10% 1,254,274
 428,184
 N/A N/A Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Total Minority Interest Malls   2,015,407
 622,165
      
Total Excluded Malls       5,920,880
 1,842,497
      

* Non-stabilized Mall - Mall Store Sales per Square Foot metrics are excluded from Mall Store Sales per Square Foot totals by tier and Mall portfolio totals.

The Outlet Shoppes at Laredo is a non-stabilized Mall.

(1)

(1)Includes total

Total center square footage includes square footage of attached shops, immediately adjacent Anchor and Junior Anchor locations and leased immediately adjacent freestanding locations immediately adjacent to the Anchors (whether owned or leased by the Anchor) and Mall stores.  Does not include future expansion areas.center.

(2)

(2)

Excludes tenants over 20,000 square feet.feet and over.

(3)

(3)

Totals represent weighted averages.

(4)

(4)

Includes tenants paying rentunder 20,000 square feet with leases in effect as of December 31, 2016.2019.

(5)

(5)

Anchors and Junior Anchors listed are attachedimmediately adjacent to the Malls or are in freestanding locations immediately adjacent to the Malls.

(6)

(6)

This Property is owned in an unconsolidated joint venture.

(7)

Coastal Grand Mall - Dick’s Sporting Goods will relocate to a new building near Dillard’s, which will include the addition of Golf Galaxy. Flip N Fly will then open a 53,000-square-foot family entertainment venue in the former Dick’s Sporting Goods location. Construction on the new Dick’s Sporting Goods/Golf Galaxy store will begin in early 2020.

(7)

( 8 )

H&M

Cross Creek Mall – Redevelopment plans for this space include Dave & Buster’s, a to-be announced box user and restaurants. Construction is scheduledexpected to open stores at start in 2020.

( 9 )

Hamilton Place Mayfaire Town Center, East Towne Mall and Park Plaza in 2017.

(8)West Towne Mall - Half ofRedevelopment plans for the former Sears space is under redevelopment by its third party owner for ainclude Dave & Buster's, storeDick's Sporting Goods, a hotel and Total Wine store, which are scheduledoffices. Construction is ongoing and expected to open in 2017.spring 2020.

(10)

(9)Brookfield Square -

Hanes Mall – The annual ground rentformer Sears was purchased in 2019 by Novant Health, which has indicated plans to redevelop this space for 2016 was $293,200.future medical office with the construction start and opening to be determined.

(11)

(10)EastGate

Imperial Valley Mall - Ground rent for– Hobby Lobby is executed in the Dillard's parcel that extends through January 2022 is $24,000 per year.former Sears space, with the construction start and opening to be determined.

( 1 2 )

(11)Meridian

Mall - We are the lessee under several ground leases in effect through March 2067, with extension options.  Fixed rent is $18,700 per year plus 3% to 4% of all rent.

(12)Parkdale Mall - Tilt Studiodel Norte – Main Event is scheduled to open in 2017.
(13)Pearland Town Center is2020 in a mixed-use center which combines retail, hotel, office and residential components.  For segment reporting purposes, the retail portion of the centerformer Forever 21 space.

(1 3 )

Richland Mall – Dillard’s is classified in Malls, the office portion is classified in Office Buildings, and the hotel and residential portions are classified as Other.

(14)Pearland Town Center - Dick's Sporting Goods is scheduledexpected to open inrelocate into the former Sports AuthoritySears space in 2017.2020.

(1 4 )

(15)

St. Clair Square - We are the lessee under a ground lease for 20 acres.  Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073.  The rental amount is $40,500$41 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200,000.$16,200.

(1 5 )

EastGate Mall - Ground rent for the Dillard's parcel that extends through January 2022 is $24 per year.

(16)

Kirkwood Mall – The former Herberger’s space will be partially demolished in 2020 for the addition of restaurants.

(1 7 )

Pearland Town Center is a mixed-use center which combines retail, office and residential components.  For segment reporting purposes, the retail portion of the center is classified in Malls and the office and residential portions are classified as All Other.

(1 8 )

Post Oak Mall – Redevelopment plans for the former Sears location include the addition of Conn’s HomePlus, which is expected to open in 2020.


(1 9 )

South County Center – Redevelopment plan s for the former Sears include the addition of Round1 Bowling & Entertainment . Construction schedule is yet to be determined.

( 20 )

West Towne Mall – Von Maur is expected to open in 2021 in the former Boston Store space.

( 2 1 )

WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land.  Assuming the exercise of renewal options available, at our election, the ground lease expires October 31, 2024.2044.  The rental amount is $130,025$130 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  The Company hasWe have a right of first refusal to purchase the fee.fee interest.

( 2 2 )

Westmoreland Mall - Construction for a new Stadium Casino began in 2019 in the former Bon-Ton space with the opening scheduled for 2020.

(17)

( 2 3 )

York Galleria – Construction for a new Hollywood Casino began in 2019 in the former Sears space with the opening scheduled for 2020

( 2 4 )

Brookfield Square - The lower level ofannual ground rent for 2019 was $208.

(2 5 )

CherryVale Mall – Tilt Studio is under construction in the former JC PenneySears space was redeveloped into an H&M, which opened in 2016, and a Gold's Gym, which is scheduledexpected to open in 2017.2020.



(2 6 )

(18)College Square

Meridian Mall - Planet FitnessWe are the lessee under several ground leases in effect through March 2067, with extension options.  Fixed rent is scheduled$19 per year plus 3% to open in 2017 in space previously utilized by Belk for storage.4% of all rent.

(2 7 )

(19)

Stroud Mall - We are the lessee under a ground lease, which extends through July 2089.  The current rental amount is $60,000$70 per year, increasing by $10,000$10 every ten years through 2059.2045.  An additional $100,000$100 is paid every 10ten years.

(2 8 )

Stroud Mall – Redevelopment plans for the former Sears includes EFO Furniture Outlet, which is expected to open in February 2020.

(20)

(2 9 )

Operational metrics are not reported for Excluded Malls.

Mall Stores

The Malls have approximately 5,255 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 79.1% of the occupied Mall store GLA. Although Mall stores occupy only 34.4% of the total Mall GLA (the remaining 65.6% is occupied by Anchors and Junior Anchors and a small percentage is vacant), the Malls received 82.8% of their total revenues from Mall stores for the year ended December 31, 2019.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2019:

Year Ending

December 31,

 

Number of

Leases

Expiring

 

Annualized

Gross Rent (1)

 

 

GLA of

Expiring

Leases

 

 

Average

Annualized

Gross Rent

Per Square

Foot

 

 

Expiring

Leases as % of

Total

Annualized

Gross Rent (2)

 

 

Expiring

Leases as a %

of Total Leased

GLA  (3)

 

2020

 

830

 

$

80,631,000

 

 

 

2,459,000

 

 

$

32.79

 

 

 

13.7

%

 

 

16.4

%

2021

 

738

 

 

82,508,000

 

 

 

2,220,000

 

 

 

37.17

 

 

 

14.0

%

 

 

14.8

%

2022

 

629

 

 

84,221,000

 

 

 

2,118,000

 

 

 

39.76

 

 

 

14.3

%

 

 

14.1

%

2023

 

581

 

 

86,080,000

 

 

 

1,921,000

 

 

 

44.81

 

 

 

14.6

%

 

 

12.8

%

2024

 

597

 

 

75,956,000

 

 

 

2,006,000

 

 

 

37.86

 

 

 

12.9

%

 

 

13.4

%

2025

 

339

 

 

53,188,000

 

 

 

1,234,000

 

 

 

43.10

 

 

 

9.0

%

 

 

8.2

%

2026

 

281

 

 

47,103,000

 

 

 

1,054,000

 

 

 

44.69

 

 

 

8.0

%

 

 

7.0

%

2027

 

231

 

 

38,796,000

 

 

 

864,000

 

 

 

44.90

 

 

 

6.6

%

 

 

5.8

%

2028

 

158

 

 

25,467,000

 

 

 

643,000

 

 

 

39.61

 

 

 

4.3

%

 

 

4.3

%

2029

 

117

 

 

16,134,000

 

 

 

487,000

 

 

 

33.13

 

 

 

2.7

%

 

 

3.2

%

(1)

(21)
Subsequent to

Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016,2019 for expiring leases that were executed as of December 31, 2019.

(2)

Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the foreclosure process was completetotal annualized gross rent of all leases that were executed as of December 31, 2019.

(3)

Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2019.

See page 56for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2019. For comparable spaces under 10,000-square-feet in the stabilized mall portfolio, we leased approximately 1.9 million square feet with stabilized mall leasing spreads averaging a decline of 8.6%, including a 9.1% increase in average gross rent per square foot for new leases compared with the prior rent and renewal spreads declining an average of 11.5%.

Mall Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by its sales. Mall store sales represent total sales amounts received from reporting tenants with space of less than 10,000 square feet.


The following table summarizes tenant occupancy costs as a percentage of total Mall store sales, excluding license agreements, for each of the past three years:

 

 

Year Ended December 31, (1)

 

 

 

2019

 

 

2018

 

 

2017

 

Mall store sales (in millions)

 

$

4,386

 

 

$

4,498

 

 

$

4,713

 

Mall tenant occupancy costs

 

 

12.07

%

 

 

12.30

%

 

 

13.14

%

(1)

In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and Midland Mall was returnedhas not been adjusted for our ownership share.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2019”included herein for information regarding any liens or encumbrances related to our Malls. 

Other Property Types

Other property types include the following three categories:

(1)

Associated Centers - Retail properties that are adjacent to the lender. See Note 19 to the consolidated financial statements fora regional mall complex and include one or more information.

(22)Wausau Center - Ground rent is $76,000 per year.
(23)Hickory Point Mall -Anchors, or big box retailers along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Michaels, Target and Kohl’s.  Associated Centers are located adjacent to one of our Mall properties and are managed by the staff at the Mall.

(2)

Community Centers - Designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.

(3)

Office Buildings and Other

See Note 1to the consolidated financial statements for additional information on the number of consolidated and unconsolidated Properties in each of the above categories related to our other property types. The following tables set forth certain information for each of our other property types at December 31, 2019:

Property / Location

 

Property

Type

 

Year of

Opening/ Most

Recent

Expansion

 

Company's

Ownership

 

 

Total

Center

SF (1)

 

 

Total

Leasable

GLA (2)

 

 

Percentage

GLA

Occupied (3)

 

 

Anchors &

Junior

Anchors

840 Greenbrier Circle

   Chesapeake, VA

 

Office

 

1983

 

100%

 

 

 

50,665

 

 

 

50,665

 

 

100%

 

 

None

Ambassador Town Center (4)

   Lafayette, LA

 

Community Center

 

2016

 

65%

 

 

 

419,296

 

 

 

265,328

 

 

98%

 

 

Costco (5), Dick's Sporting Goods, Marshalls, Nordstrom Rack

Annex at Monroeville

   Pittsburgh, PA

 

Associated Center

 

1986

 

100%

 

 

 

186,367

 

 

 

186,367

 

 

100%

 

 

former Burlington, Steel City Indoor Karting

CBL Center (6)

   Chattanooga, TN

 

Office

 

2001

 

92%

 

 

 

131,354

 

 

 

131,354

 

 

100%

 

 

None

CBL Center II (6)

   Chattanooga, TN

 

Office

 

2008

 

92%

 

 

 

74,941

 

 

 

74,941

 

 

97%

 

 

None

Coastal Grand Crossing (4)

   Myrtle Beach, SC

 

Associated Center

 

2005

 

50%

 

 

 

37,234

 

 

 

37,234

 

 

84%

 

 

PetSmart

CoolSprings Crossing

   Nashville, TN

 

Associated Center

 

1992

 

100%

 

 

 

366,471

 

 

 

78,830

 

 

83%

 

 

American Signature Furniture (5), Gabe's (7), Urban Air Adventure Park (7), Target (5), Electronic Express (7)

Courtyard at Hickory Hollow

   Nashville, TN

 

Associated Center

 

1979

 

100%

 

 

 

68,468

 

 

 

68,468

 

 

100%

 

 

AMC Theatres

Fremaux Town Center (4)

   Slidell, LA

 

Community Center

 

2014/2015

 

65%

 

 

 

616,339

 

 

 

488,339

 

 

95%

 

 

Best Buy, Dick's Sporting Goods, Dillard's (5), Kohl's, LA Fitness, Michaels, T.J. Maxx

Frontier Square

   Cheyenne, WY

 

Associated Center

 

1985

 

100%

 

 

 

186,552

 

 

 

16,527

 

 

100%

 

 

Ross Dress for Less (7), Target (5) , T.J. Maxx (7)


Property / Location

 

Property

Type

 

Year of

Opening/ Most

Recent

Expansion

 

Company's

Ownership

 

 

Total

Center

SF (1)

 

 

Total

Leasable

GLA (2)

 

 

Percentage

GLA

Occupied (3)

 

 

Anchors &

Junior

Anchors

Governor's Square Plaza (4)

   Clarksville, TN

 

Associated Center

 

1985/1988

 

50%

 

 

 

168,379

 

 

 

71,809

 

 

90%

 

 

Bed Bath & Beyond,

Jo-Ann Fabrics & Crafts, Target (5)

Gunbarrel Pointe

   Chattanooga, TN

 

Associated Center

 

2000

 

100%

 

 

 

273,913

 

 

 

147,913

 

 

100%

 

 

Earthfare, Kohl's,

Target (5)

Hamilton Corner

   Chattanooga, TN

 

Associated Center

 

1990/2005

 

90%

 

 

 

67,310

 

 

 

67,310

 

 

96%

 

 

None

Hamilton Crossing

   Chattanooga, TN

 

Associated Center

 

1987/2005

 

92%

 

 

 

192,074

 

 

 

98,961

 

 

100%

 

 

HomeGoods (7), Michaels (7), T.J. Maxx, former Toys R Us (5)

Hammock Landing (4)

   West Melbourne, FL

 

Community Center

 

2009/2015

 

50%

 

 

 

568,968

 

 

 

345,001

 

 

97%

 

 

Academy Sports + Outdoors, AMC Theatres, HomeGoods, Kohl's (5), Marshalls, Michaels, Ross Dress for Less, Target (5)

Harford Annex

   Bel Air, MD

 

Associated Center

 

1973/2003

 

100%

 

 

 

107,656

 

 

 

107,656

 

 

100%

 

 

Best Buy, Office Depot, PetSmart

The Landing at Arbor Place

   Atlanta (Douglasville), GA

 

Associated Center

 

1999

 

100%

 

 

 

162,960

 

 

 

113,719

 

 

80%

 

 

Ben's Furniture and Antiques, Ollie's Bargain Outlet, former Toys R Us (5)

Layton Hills

   Convenience Center

   Layton, UT

 

Associated Center

 

1980

 

100%

 

 

 

92,942

 

 

 

92,942

 

 

94%

 

 

Bed Bath & Beyond

Layton Hills Plaza

   Layton, UT

 

Associated Center

 

1989

 

100%

 

 

 

18,808

 

 

 

18,808

 

 

89%

 

 

None

Parkdale Crossing

   Beaumont, TX

 

Associated Center

 

2002

 

100%

 

 

 

88,064

 

 

 

88,064

 

 

90%

 

 

Barnes & Noble

The Pavilion at Port Orange (4)

   Port Orange, FL

 

Community Center

 

2010

 

50%

 

 

 

398,031

 

 

 

398,031

 

 

95%

 

 

Belk, HomeGoods, Marshalls, Michaels, Regal Cinemas

Pearland Office

    Pearland, TX

 

Office

 

2009

 

100%

 

 

 

66,915

 

 

 

66,915

 

 

100%

 

 

None

The Plaza at Fayette

   Lexington, KY

 

Associated Center

 

2006

 

100%

 

 

 

215,745

 

 

 

215,745

 

 

90%

 

 

Cinemark, Gordmans

The Promenade

   D'Iberville, MS

 

Community Center

 

2009/2014

 

85%

 

 

 

615,998

 

 

 

399,038

 

 

97%

 

 

Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods,

Kohl's (5), Marshalls, Michaels, Ross Dress for Less, Target (5)

The Shoppes at Eagle Point (4)

   Cookeville, TN

 

Community Center

 

2018

 

50%

 

 

 

230,316

 

 

 

230,316

 

 

95%

 

 

Academy Sports + Outdoors, Publix, Ross Dress for Less

The Shoppes at Hamilton Place

   Chattanooga, TN

 

Associated Center

 

2003

 

92%

 

 

 

132,009

 

 

 

132,009

 

 

100%

 

 

Bed Bath & Beyond, Marshalls, Ross Dress for Less

The Shoppes at St. Clair Square

   Fairview Heights, IL

 

Associated Center

 

2007

 

100%

 

 

 

84,383

 

 

 

84,383

 

 

100%

 

 

Barnes & Noble

Sunrise Commons

   Brownsville, TX

 

Associated Center

 

2001

 

100%

 

 

 

205,571

 

 

 

104,126

 

 

100%

 

 

former Kmart (7), Marshalls, Ross Dress for Less

The Terrace

   Chattanooga, TN

 

Associated Center

 

1997

 

92%

 

 

 

158,175

 

 

 

158,175

 

 

95%

 

 

Academy Sports + Outdoors, Party City

West Towne Crossing

   Madison, WI

 

Associated Center

 

1980

 

100%

 

 

 

460,875

 

 

 

168,978

 

 

100%

 

 

Barnes & Noble, Best Buy, Kohl's (5), Metcalf's Markets (5), Nordstrom Rack, Office Max (7), former Shopko (5), former Stein Mart (7)

WestGate Crossing

   Spartanburg, SC

 

Associated Center

 

1985/1999

 

100%

 

 

 

158,262

 

 

 

158,262

 

 

98%

 

 

Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts


Property / Location

 

Property

Type

 

Year of

Opening/ Most

Recent

Expansion

 

Company's

Ownership

 

 

Total

Center

SF (1)

 

 

Total

Leasable

GLA (2)

 

 

Percentage

GLA

Occupied (3)

 

 

Anchors &

Junior

Anchors

Westmoreland Crossing

   Greensburg, PA

 

Associated Center

 

2002

 

100%

 

 

 

281,293

 

 

 

281,293

 

 

95%

 

 

AMC Theatres, Dick's Sporting Goods, Levin Furniture, Michaels (7), T.J. Maxx (7)

York Town Center (4)

   York, PA

 

Associated Center

 

2007

 

50%

 

 

 

297,490

 

 

 

247,490

 

 

99%

 

 

Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods (5), Ross Dress for Less, Staples

Total Other Property Types

 

 

 

 

 

 

 

 

7,183,824

 

 

 

5,194,997

 

 

95%

 

 

 

(1)

Total center square footage includes square footage of attached shops, attached and immediately adjacent Anchors and Junior Anchors and leased immediately adjacent freestanding locations.

(2)

All leasable square footage, including Anchors and Junior Anchors.

(3)

Includes all leased Anchors, Junior Anchors and tenants with leases in effect as of December 31, 2019.

(4)

This Property is scheduled to openowned in 2017an unconsolidated joint venture.

(5)

Owned by the tenant.

(6)

We own a 92% interest in the former Steve & Barry's space.CBL Center office buildings, with an aggregate square footage of approximately 205,000 square feet, where our corporate headquarters is located. As of December 31, 2019, we occupied 45.3% of the total square footage of the buildings. 

Anchors

(7)

Owned by a third party.

Other Property Types Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Other Property Types as of December 31, 2019:

Year Ending

December 31,

 

Number of

Leases

Expiring

 

 

Annualized

Gross

Rent (1)

 

 

GLA of

Expiring

Leases

 

 

Average

Annualized

Gross Rent

Per Square

Foot

 

 

Expiring

Leases

as % of Total

Annualized

Gross

Rent (2)

 

 

Expiring

Leases as a

% of Total

Leased

GLA (3)

 

2020

 

 

94

 

 

$

11,611,000

 

 

 

646,000

 

 

$

17.97

 

 

 

14.4

%

 

 

15.0

%

2021

 

 

55

 

 

 

8,212,000

 

 

 

481,000

 

 

 

17.07

 

 

 

10.2

%

 

 

11.2

%

2022

 

 

51

 

 

 

10,164,000

 

 

 

657,000

 

 

 

15.47

 

 

 

12.6

%

 

 

15.3

%

2023

 

 

50

 

 

 

8,958,000

 

 

 

407,000

 

 

 

22.01

 

 

 

11.1

%

 

 

9.5

%

2024

 

 

59

 

 

 

11,016,000

 

 

 

550,000

 

 

 

20.03

 

 

 

13.7

%

 

 

12.8

%

2025

 

 

45

 

 

 

11,252,000

 

 

 

691,000

 

 

 

16.28

 

 

 

14.0

%

 

 

16.1

%

2026

 

 

41

 

 

 

7,435,000

 

 

 

314,000

 

 

 

23.68

 

 

 

9.2

%

 

 

7.3

%

2027

 

 

19

 

 

 

4,958,000

 

 

 

186,000

 

 

 

26.66

 

 

 

6.2

%

 

 

4.3

%

2028

 

 

22

 

 

 

3,618,000

 

 

 

221,000

 

 

 

16.37

 

 

 

4.5

%

 

 

5.1

%

2029

 

 

23

 

 

 

3,323,000

 

 

 

146,000

 

 

 

22.76

 

 

 

4.1

%

 

 

3.4

%

(1)

Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2019 for expiring leases that were executed as of December 31, 2019.

(2)

Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2019.

(3)

Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2019.

Debt on Other Property Types

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2019”included herein for information regarding any liens or encumbrances related to our Other Property Types. 

Anchors and Junior Anchors

Anchors and Junior Anchors are an important factor in a Mall’sProperty’s successful performance. However, we believe that the number of Anchor storestraditional department store anchors will reducedecline over time, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers, casinos, grocery stores and lifestyle retailers that engage consumers and encourage them to spend more time at our Malls. MallProperties. Anchors are generally a department store or, increasingly, other large format retailers, whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the Mall storeProperty's tenants.


Anchors and Junior Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for Anchor tenants are significantly lower than the rents charged to mall storenon-anchor tenants. Total rental revenues from Anchors accountand Junior Anchors accounted for 13.2%1 7. 2 % of the total revenues from our MallsProperties in 2016.201 9 . Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2016, we added2019, the following Anchors and Junior Anchors were added to the Malls,our Properties, as listed below:

Name

Property

Location

Burlington

Kentucky Oaks Mall

Paducah, KY

Name

Dave & Buster's

Property

Hanes Mall

Location

Winston-Salem, NC

Cary Towne FurnitureCary Towne CenterCary, NC

Dick's Sporting Goods

College Square

Richland Mall

Morristown, TN

Waco, TX

Dunham's Sports

Dick’s Sporting Goods

Northpark

Parkdale Mall

Joplin, MO

Beaumont, TX

H&M

Dunham Sports

Kirkwood Mall

Laurel Park Place

Bismarck, ND

Livonia, MI

High Caliber Karts

Meridian Mall

Lansing, MI

H&M

Southpark Mall

Colonial Heights, VA

HomeGoods

Dakota Square

Minot, ND

HomeGoods

Kentucky Oaks Mall

Paducah, KY

HomeGoods

Parkdale Mall

Beaumont, TX

Jax Outdoor Gear

Frontier Mall

Cheyenne, WY

Launch Trampoline Park

Meridian Mall

Lansing, MI

Marcus Theaters

Brookfield Square

Brookfield, WI

O2 Fitness

Friendly Center

Greensboro, NC

Ross Dress for Less

Kentucky Oaks Mall

Paducah, KY

Shoprite

Stroud Mall

Stroudsburg, PA

TruFit

Mall del Norte

Laredo, TX

H&M

Urban Air Adventure Park

The Outlet Shoppes of the Bluegrass

Southaven

Simpsonville, KY

Southaven, MS

H&M

Urban Air Adventure Park

York Galleria

West Towne Mall

York, PA

Madison, WI

Jump Street

WhirlyBall

Cary Towne Center

Brookfield Square

Cary, NC
KJ's Fresh MarketDakota Square MallMinot, ND
King's BowlCoolSprings GalleriaNashville, TN
Planet FitnessKentucky Oaks MallPaducah, KY
Regal CinemasHamilton PlaceChattanooga, TN

Brookfield, WI


As of December 31, 2016,201 9 , the MallsProperties had a total of 2624 69 Anchors and Junior Anchors, including two39 vacant Anchor and Junior Anchor locations, and excluding Anchors at our Excluded Malls and freestanding stores. The Mall Anchors and the amount of GLA leased or owned by each as of December 31, 2016 is as follows:

   Number of Stores Gross Leasable Area
Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
JC Penney (1)
 21 30 51 2,192,563
 3,871,630
 6,064,193
Sears (2)
 11 36 47 1,131,524
 5,485,171
 6,616,695
Dillard's (3)
 4 38 42 420,809
 5,460,979
 5,881,788
Macy's (4)
 11 23 34 1,493,133
 3,901,887
 5,395,020
Belk (5)
 6 16 22 634,343
 2,071,452
 2,705,795
Bon-Ton:        
  
  
Bon-Ton (6)
 1 2 3 87,024
 231,715
 318,739
Bergner's 2  2 259,946
 
 259,946
Boston Store 1 3 4 96,000
 493,411
 589,411
Carson's 2  2 219,190
 
 219,190


   Number of Stores Gross Leasable Area
Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
Herberger's 2  2 144,968
 
 144,968
Younkers (7)
 1 1 2 93,597
 74,899
 168,496
Elder-Beerman 1  1 60,092
 
 60,092
Bon-Ton Subtotal 10 6 16 960,817
 800,025
 1,760,842
At Home  1 1 
 124,700
 124,700
BB&T  1 1 
 60,000
 60,000
BJ's Wholesale Club 1  1 85,188
 
 85,188
Boscov's  1 1 
 150,000
 150,000
Burlington 1  1 63,013
 
 63,013
Carousel Cinemas 1  1 52,000
 
 52,000
Cinemark 4  4 240,232
 
 240,232
Dick's Sporting Goods 
 12  12 740,638
 
 740,638
Dunham's Sports 1  1 80,551
 
 80,551
Gordmans 2  2 109,401
 
 109,401
The Grande Cinemas (8)
  1 1 
 60,400
 60,400
Harris Teeter  1 1 
 72,757
 72,757
Hobby Lobby 1  1 52,500
 
 52,500
I. Keating Furniture 1  1 103,994
 
 103,994
Kohl's 3 2 5 266,591
 132,000
 398,591
Nordstrom (9)
  2 2 
 385,000
 385,000
Regal Cinemas 2 1 3 141,861
 61,219
 203,080
Scheel's 2  2 200,536
 
 200,536
Sleep Inn & Suites  1 1 
 123,506
 123,506
Target  2 2 
 237,600
 237,600
Von Maur  1 1 
 150,000
 150,000
Wehrenberg Theaters 1  1 56,000
 
 56,000
XXI Forever / Forever 21 1 1 2 77,500
 57,500
 135,000
              
Vacant Anchors:            
Vacant - former JC Penney (10)
 1 1 2 55,986
 173,124
 229,110
Total Anchors 97 165 262 9,159,180
 23,378,950
 32,538,130
(1)Of the 30 stores owned by JC Penney, 4 are subject to ground lease payments to the Company.    
(2)Of the 36 stores owned by Sears, 5 are subject to ground lease payments to the Company. Subsequent to December 31, 2016, the Company purchased 5 of the owned Sears' locations for future redevelopment. These stores were then leased back to Sears.
(3)Of the 38 stores owned by Dillard's, 3 are subject to ground lease payments to the Company.
(4)Of the 23 stores owned by Macy's, 3 are subject to ground lease payments to the Company. Subsequent to December 31, 2016, the Company purchased 4 of the owned Macy's locations for future redevelopment.
(5)Of the 16 stores owned by Belk, 2 are subject to ground lease payments to the Company. 
(6)Of the 2 stores owned by Bon-Ton, 1 is subject to ground lease payments to the Company.
(7)The store owned by Younkers is subject to ground lease payments to the Company.    
(8)The store owned by The Grande Theaters is subject to ground lease payments to the Company.
(9)The 2 stores owned by Nordstrom are subject to ground lease payments to the Company.
(10)The vacant JC Penney 55,986-square-foot space represents the upper level of the store. The lower level was redeveloped into an H&M and a Gold's Gym is under construction and scheduled to open in 2017.                            


As of December 31, 2016, the Malls had a total of 123 Junior Anchors, including one vacant Junior Anchor space, and excluding Junior Anchors at our Excluded Malls. The MallAnchors and Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2016201 9 is as follows:

  Number of Stores Gross Leasable Area
Junior Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
A'GACI 1  1 28,000
 
 28,000
Ashley Furniture HomeStores 1  1 26,439
 
 26,439
Barnes & Noble 14  14 396,292
 
 396,292
Beall's 5  5 193,209
 
 193,209
Bed, Bath & Beyond 5  5 154,249
 
 154,249
Belk 1  1 26,997
 
 26,997
Best Buy 1  1 34,262
 
 34,262
Books-A-Million 1  1 20,642
 
 20,642
Carmike Cinema 5  5 192,672
 
 192,672
Cinemark 3  3 131,309
 
 131,309
Dick's Sporting Goods 6  6 262,151
 
 262,151
Dillard's  1 1 
 39,241
 39,241
Encore 4  4 101,488
 
 101,488
The Fresh Market 1  1 21,442
 
 21,442
Foot Locker 1  1 22,847
 
 22,847
GameWorks 1  1 21,295
 
 21,295
Goody's 2  2 61,358
 
 61,358
Gordmans 2  2 96,979
 
 96,979
H&M 21  21 454,117
 
 454,117
HH Gregg 2  2 62,451
 
 62,451
Jo-Ann Fabrics & Crafts 1  1 22,659
 
 22,659
Joe Brand 1  1 29,413
 
 29,413
KJs' Fresh Market 1  1 27,801
 
 27,801
Kaplan College 1  1 30,294
 
 30,294
King's Bowl 1  1 22,678
 
 22,678
Macy's 2 1 3 58,312
 48,270
 106,582
Michaels 1  1 23,809
 
 23,809
Old Navy 1  1 20,257
 
 20,257
Planet Fitness 1  1 23,107
 
 23,107
REI 1  1 24,427
 
 24,427
Regal Cinemas 1  1 23,360
 
 23,360
Ross 2  2 53,928
 
 53,928
Saks Fifth Avenue OFF 5TH 2  2 49,365
 
 49,365
Schuler Books & Music 1  1 24,116
 
 24,116
2nd & Charles 1  1 23,538
 
 23,538
Southwest Theaters 1  1 29,830
 
 29,830
Stein Mart 1  1 30,463
 
 30,463
Steinhafels 1  1 28,828
 
 28,828
Tilt 1  1 22,484
 
 22,484
T.J. Maxx 3  3 80,866
 
 80,866
V-Stock / Vintage Stock 2  2 69,166
 
 69,166
Vertical Trampoline Park 1  1 23,636
 
 23,636
Whole Foods  1 1 
 34,320
 34,320
XXI Forever / Forever 21 8  8 206,714
 
 206,714
             
Vacant Junior Anchors:            
Vacant - former Sports Authority 1  1 66,835
 
 66,835
             

 

 

Number of Stores

 

 

Gross Leasable Area

 

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

Anchor/Junior Anchor

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

JC Penney (1)

 

 

17

 

 

 

25

 

 

 

4

 

 

 

46

 

 

 

1,818,743

 

 

 

3,163,088

 

 

 

586,030

 

 

 

5,567,861

 

Sears

 

 

2

 

 

 

5

 

 

 

2

 

 

 

9

 

 

 

302,254

 

 

 

624,281

 

 

 

265,129

 

 

 

1,191,664

 

Dillard's (1)

 

 

3

 

 

 

36

 

 

 

4

 

 

 

43

 

 

 

310,398

 

 

 

4,891,436

 

 

 

659,763

 

 

 

5,861,597

 

Macy's

 

 

10

 

 

 

17

 

 

 

3

 

 

 

30

 

 

 

1,075,483

 

 

 

2,662,030

 

 

 

658,388

 

 

 

4,395,901

 

Belk

 

 

5

 

 

 

13

 

 

 

4

 

 

 

22

 

 

 

430,017

 

 

 

1,807,861

 

 

 

397,480

 

 

 

2,635,358

 

Academy Sports + Outdoors

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

199,091

 

 

 

 

 

 

 

 

 

199,091

 

AMC Theatres

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

247,669

 

 

 

 

 

 

 

 

 

247,669

 

American Signature Furniture

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

61,620

 

 

 

 

 

 

61,620

 

Ashley HomeStore

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,000

 

 

 

 

 

 

 

 

 

20,000

 

At Home

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

124,700

 

 

 

 

 

 

124,700

 

Barnes & Noble

 

 

17

 

 

 

 

 

 

 

 

 

17

 

 

 

521,273

 

 

 

 

 

 

 

 

 

521,273

 

BB&T

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

60,000

 

 

 

60,000

 

Beall's

 

 

5

 

 

 

 

 

 

 

 

 

5

 

 

 

193,209

 

 

 

 

 

 

 

 

 

193,209

 

Bed Bath & Beyond Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Bed Bath & Beyond

 

 

10

 

 

 

 

 

 

 

 

 

10

 

 

 

281,868

 

 

 

 

 

 

 

 

 

281,868

 

  Christmas Tree Shops

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

33,992

 

 

 

 

 

 

 

 

 

33,992

 

Bed Bath & Beyond Inc.

   Subtotal

 

 

11

 

 

 

 

 

 

 

 

 

11

 

 

 

315,860

 

 

 

 

 

 

 

 

 

315,860

 

Ben's Furniture and Antiques

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

35,895

 

 

 

 

 

 

 

 

 

35,895

 

Best Buy

 

 

5

 

 

 

 

 

 

1

 

 

 

6

 

 

 

182,485

 

 

 

 

 

 

44,239

 

 

 

226,724

 

Big Air Trampoline Park

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

33,938

 

 

 

 

 

 

 

 

 

33,938

 

BJ's Wholesale Club

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

85,188

 

 

 

 

 

 

 

 

 

85,188

 

Books-A-Million, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Books-A-Million

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,642

 

 

 

 

 

 

 

 

 

20,642

 

  2nd & Charles

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

23,538

 

 

 

 

 

 

 

 

 

23,538

 

Books-A-Million, Inc. Subtotal

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

44,180

 

 

 

 

 

 

 

 

 

44,180

 

Boscov's (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

150,000

 

 

 

 

 

 

150,000

 

Burlington (2)

 

 

1

 

 

 

2

 

 

 

 

 

 

3

 

 

 

63,013

 

 

 

94,049

 

 

 

 

 

 

157,062

 

Carousel Cinemas

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

52,000

 

 

 

 

 

 

 

 

 

52,000

 

Choice Home Center

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

128,330

 

 

 

 

 

 

 

 

 

128,330

 

Cinemark

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

382,506

 

 

 

 

 

 

 

 

 

382,506

 

Costco

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

153,973

 

 

 

 

 

 

153,973

 

Dave & Buster's (2)

 

 

1

 

 

 

1

 

 

 

 

 

 

2

 

 

 

31,576

 

 

 

26,509

 

 

 

 

 

 

58,085

 

Dick's Sporting Goods

 

 

23

 

 

 

1

 

 

 

1

 

 

 

25

 

 

 

1,266,335

 

 

 

50,000

 

 

 

80,515

 

 

 

1,396,850

 

Dunham's Sports

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

125,551

 

 

 

 

 

 

 

 

 

125,551

 

Earth Fare

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

26,841

 

 

 

 

 

 

 

 

 

26,841

 

Electronic Express

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

44,460

 

 

 

 

 

 

44,460

 

Encore

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

76,096

 

 

 

 

 

 

 

 

 

76,096

 

Flip N Fly

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

27,972

 

 

 

 

 

 

 

 

 

27,972

 

Flix Brewhouse

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

39,150

 

 

 

 

 

 

 

 

 

39,150

 

The Fresh Market

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

21,442

 

 

 

 

 

 

 

 

 

21,442

 

Gabe's

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

29,596

 

 

 

 

 

 

29,596

 

Gold's Gym

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

30,664

 

 

 

 

 

 

 

 

 

30,664

 

Gordmans

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

 

216,339

 

 

 

 

 

 

 

 

 

216,339

 

The Grande Cinemas

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

60,400

 

 

 

60,400

 

H&M

 

 

31

 

 

 

 

 

 

 

 

 

31

 

 

 

687,151

 

 

 

 

 

 

 

 

 

687,151

 

Hamrick's

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

40,000

 

 

 

 

 

 

 

 

 

40,000

 

Harris Teeter

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

72,757

 

 

 

72,757

 


 

 

Number of Stores

 

 

Gross Leasable Area

 

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

Anchor/Junior Anchor

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

High Caliber Karting

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

75,077

 

 

 

 

 

 

 

 

 

75,077

 

Hobby Lobby

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

52,500

 

 

 

 

 

 

 

 

 

52,500

 

House of Hoops by Foot Locker

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

22,847

 

 

 

 

 

 

 

 

 

22,847

 

I. Keating Furniture

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

103,994

 

 

 

 

 

 

 

 

 

103,994

 

Jax Outdoor Gear (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

83,055

 

 

 

 

 

 

83,055

 

Jo-Ann Fabrics & Crafts

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

73,738

 

 

 

 

 

 

 

 

 

73,738

 

Kings Dining & Entertainment

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

22,678

 

 

 

 

 

 

 

 

 

22,678

 

Kohl's

 

 

4

 

 

 

4

 

 

 

 

 

 

8

 

 

 

320,105

 

 

 

312,731

 

 

 

 

 

 

632,836

 

LA Fitness

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

41,000

 

 

 

 

 

 

 

 

 

41,000

 

Launch Trampoline Park

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

31,989

 

 

 

 

 

 

 

 

 

31,989

 

Levin Furniture

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

55,314

 

 

 

 

 

 

 

 

 

55,314

 

LIVE Ventures, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  V-Stock

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

23,058

 

 

 

 

 

 

 

 

 

23,058

 

  Vintage Stock

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

46,108

 

 

 

 

 

 

 

 

 

46,108

 

LIVE Ventures, Inc. Subtotal

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

69,166

 

 

 

 

 

 

 

 

 

69,166

 

Marcus Theatres

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

56,000

 

 

 

 

 

 

 

 

 

56,000

 

Metcalfe's Market

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

67,365

 

 

 

 

 

 

67,365

 

Michaels (1)

 

 

5

 

 

 

1

 

 

 

1

 

 

 

7

 

 

 

109,372

 

 

 

23,645

 

 

 

25,000

 

 

 

158,017

 

Movie Tavern by Marcus

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

40,585

 

 

 

 

 

 

 

 

 

40,585

 

Nike Factory Store

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

22,479

 

 

 

 

 

 

 

 

 

22,479

 

Nordstrom

 

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

385,000

 

 

 

385,000

 

Nordstrom Rack

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

56,053

 

 

 

 

 

 

 

 

 

56,053

 

O2 Fitness

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

27,048

 

 

 

 

 

 

 

 

 

27,048

 

Office Depot

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

23,425

 

 

 

 

 

 

 

 

 

23,425

 

OfficeMax (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

24,606

 

 

 

 

 

 

24,606

 

Old Navy

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,257

 

 

 

 

 

 

 

 

 

20,257

 

Ollie's Bargain Outlet

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

28,446

 

 

 

 

 

 

 

 

 

28,446

 

Party City

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,841

 

 

 

 

 

 

 

 

 

20,841

 

PetSmart

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

46,248

 

 

 

 

 

 

 

 

 

46,248

 

Planet Fitness

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

63,509

 

 

 

 

 

 

 

 

 

63,509

 

Publix

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

45,600

 

 

 

 

 

 

 

 

 

45,600

 

Regal Cinemas

 

 

4

 

 

 

1

 

 

 

 

 

 

5

 

 

 

211,725

 

 

 

57,854

 

 

 

 

 

 

269,579

 

REI

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,427

 

 

 

 

 

 

 

 

 

24,427

 

Ross Dress for Less (1)(2)

 

 

8

 

 

 

2

 

 

 

 

 

 

10

 

 

 

218,607

 

 

 

71,034

 

 

 

 

 

 

289,641

 

Round1 Bowling & Amusement

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

50,000

 

 

 

 

 

 

 

 

 

50,000

 

Saks Fifth Avenue OFF 5TH

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

49,365

 

 

 

 

 

 

 

 

 

49,365

 

Scheel's

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

200,536

 

 

 

 

 

 

 

 

 

200,536

 

Schuler Books & Music

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,116

 

 

 

 

 

 

 

 

 

24,116

 

ShopRite

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

87,381

 

��

 

 

 

 

 

 

 

87,381

 

Sleep Inn & Suites

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

123,506

 

 

 

123,506

 

Southwest Theaters

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

29,830

 

 

 

 

 

 

 

 

 

29,830

 

Sportsman's Warehouse (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

48,171

 

 

 

 

 

 

48,171

 

Staples

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,388

 

 

 

 

 

 

 

 

 

20,388

 

Steel City Indoor Karting

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

64,135

 

 

 

 

 

 

 

 

 

64,135

 

Stein Mart

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

30,463

 

 

 

 

 

 

 

 

 

30,463

 

Target

 

 

 

 

 

8

 

 

 

 

 

 

8

 

 

 

 

 

 

948,730

 

 

 

 

 

 

948,730

 

Tilt

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

64,658

 

 

 

 

 

 

 

 

 

64,658

 

The TJX Companies, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  HomeGoods (1)

 

 

5

 

 

 

1

 

 

 

 

 

 

6

 

 

 

123,238

 

 

 

26,355

 

 

 

 

 

 

149,593

 

  Marshalls

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

207,050

 

 

 

 

 

 

 

 

 

207,050

 

  T.J. Maxx (1)

 

 

3

 

 

 

1

 

 

 

1

 

 

 

5

 

 

 

84,558

 

 

 

28,081

 

 

 

25,000

 

 

 

137,639

 

The TJX Companies, Inc. Subtotal

 

 

15

 

 

 

2

 

 

 

1

 

 

 

18

 

 

 

414,846

 

 

 

54,436

 

 

 

25,000

 

 

 

494,282

 


 

 

Number of Stores

 

 

Gross Leasable Area

 

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

Anchor/Junior Anchor

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

Total Wine and More (2)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

28,350

 

 

 

 

 

 

28,350

 

TruFit Athletic Club

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

45,179

 

 

 

 

 

 

 

 

 

45,179

 

Urban Air Adventure Park

 

 

2

 

 

 

1

 

 

 

 

 

 

3

 

 

 

82,498

 

 

 

30,404

 

 

 

 

 

 

112,902

 

Vertical Trampoline Park

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,972

 

 

 

 

 

 

 

 

 

24,972

 

Von Maur

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

150,000

 

 

 

 

 

 

150,000

 

WhirlyBall

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

43,440

 

 

 

 

 

 

 

 

 

43,440

 

Whole Foods (1)

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

34,320

 

 

 

34,320

 

XXI Forever / Forever 21

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

182,067

 

 

 

 

 

 

 

 

 

182,067

 

Vacant Anchor/Junior Anchor:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacant - former A'GACI

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

28,000

 

 

 

 

 

 

 

 

 

28,000

 

Vacant - former Ashley HomeStore

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,487

 

 

 

 

 

 

 

 

 

20,487

 

Vacant - former Belk (3)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

57,500

 

 

 

 

 

 

57,500

 

Vacant - former Bergner's

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

131,616

 

 

 

 

 

 

 

 

 

131,616

 

Vacant - former The Bon-Ton (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

131,915

 

 

 

 

 

 

131,915

 

Vacant - former Boston Store (1)

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

354,205

 

 

 

 

 

 

354,205

 

Vacant - former Burlington (4)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

77,967

 

 

 

 

 

 

 

 

 

77,967

 

Vacant - former Herberger's (5)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

92,500

 

 

 

 

 

 

 

 

 

92,500

 

Vacant - former JC Penney (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

173,124

 

 

 

 

 

 

173,124

 

Vacant - former Kmart (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

101,445

 

 

 

 

 

 

101,445

 

Vacant - former Macy's

 

 

1

 

 

 

1

 

 

 

 

 

 

2

 

 

 

69,974

 

 

 

121,231

 

 

 

 

 

 

191,205

 

Vacant - former Sears (2)(6)(7)(8)(9)(10)(11)

 

 

7

 

 

 

12

 

 

 

2

 

 

 

21

 

 

 

678,352

 

 

 

1,817,056

 

 

 

358,696

 

 

 

2,854,104

 

Vacant - former Shopko

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

97,773

 

 

 

 

 

 

97,773

 

Vacant - former Stein Mart (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

21,200

 

 

 

 

 

 

21,200

 

Vacant - former Toys "R" Us (1)

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

92,354

 

 

 

 

 

 

92,354

 

Vacant - former Younkers

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

93,597

 

 

 

 

 

 

 

 

 

93,597

 

Current Developments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dave & Buster's (8)(11)

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

56,524

 

 

 

 

 

 

 

 

 

56,524

 

Dick's Sporting Goods (8)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

46,054

 

 

 

 

 

 

 

 

 

46,054

 

Hollywood Casino (10)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

79,500

 

 

 

 

 

 

 

 

 

79,500

 

Stadium Casino (12)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

129,552

 

 

 

 

 

 

 

 

 

129,552

 

Main Event (13)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

61,844

 

 

 

 

 

 

 

 

 

61,844

 

Round1 Bowling & Entertainment (9)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

50,000

 

 

 

 

 

 

 

 

 

50,000

 

Tilt Studio (14)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

121,949

 

 

 

 

 

 

 

 

 

121,949

 

Von Maur (15)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

85,000

 

 

 

 

 

 

85,000

 

EFO Furniture Outlet (16)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

93,316

 

 

 

 

 

 

 

 

 

93,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Anchors/Junior Anchors

 

 

284

 

 

 

155

 

 

 

30

 

 

 

469

 

 

 

14,158,785

 

 

 

18,836,787

 

 

 

3,836,223

 

 

 

36,831,795

 

  Number of Stores Gross Leasable Area
Junior Anchor 
Mall
Leased
 
Anchor
Owned
 Total 
Mall
Leased
 
Anchor
Owned
 Total
Current Developments:            
Dave & Buster's (1)
  1 1 
 30,728
 30,728
Dick's Sporting Goods (2)
 1  1 42,085
 
 42,085
Gold's Gym (3)
 1  1 30,664
 
 30,664
Planet Fitness (4)
 1  1 20,000
 
 20,000
Tilt Studio (5)
 1  1 42,174
 
 42,174
Total Wine (1)
  1 1 
 25,000
 25,000
      
     

Total Junior Anchors 118 5 123 3,459,008
 177,559
 3,636,567

(1)

(1)A portion of

The following Anchors/Junior Anchors are owned by third parties: the Sears storeformer The Bon-Ton at York Galleria, Boscov’s at York Galleria, the former Boston Store at Brookfield Square, the former Boston Store at East Towne Mall, the former Boston Store at West Towne Mall, Dillard’s for Women at Richland Mall, HomeGoods at Hamilton Crossing, Jax Outdoor Gear at Frontier Mall, JC Penney at Frontier Mall, the former JC Penney at Northgate Mall, the former Kmart at Sunrise Commons, Michaels at Hamilton Crossing, Michaels at Westmoreland Crossing, OfficeMax at West Towne Crossing, Ross Dress for Less at Frontier Square, Sportsman’s Warehouse at Southaven Towne Center, the former Stein Mart at West Towne Crossing, T.J. Maxx at Frontier Square, T.J. Maxx at Westmoreland Crossing, the former Toys “R” Us at Hamilton Crossing, the former Toys “R” Us at The Landing at Arbor Place, Von Maur at West Towne Mall and Whole Foods at Friendly Center.

(2)

The following are owned by Seritage Growth Properties: Burlington at Kentucky Oaks Mall, Burlington at Northwoods Mall, Dave & Buster’s at West Towne Mall, Ross Dress for Less at Kentucky Oaks Mall, the former Sears at Asheville Mall, the former Sears at Burnsville Center, the former Sears at Imperial Valley Mall and Total Wine and More at West Towne Mall.

(3)

The upper floor of Belk for Men at Hamilton Place Mall was formerly subleased by Belk to Forever 21 and is now vacant.

(4)

A lease is out-for-signature with a new user that is expected to open in 2020.

( 5 )

The former Herberger’s at Kirkwood Mall will be partially demolished in 2020 for the addition of restaurants.

( 6 )

The former Sears at Richland Mall is owned by Dillard’s.

( 7 )

The former Sears at Hanes Mall is owned by Novant Health, Inc.

( 8 )

The former Sears at Hamilton Place is being redeveloped into a Dave & Buster’s and Dick's Sporting Goods. The remainder remains vacant.

( 9 )

The former Sears at South County Center is being redeveloped into a Round 1 Bowling & Entertainment.

( 10 )

Hollywood Casino has an executed lease for the lower level of the former Sears at York Galleria. The upper level remains vacant.

( 1 1 )

The former Sears at Cross Creek Mall will be demolished and replaced with Dave & Buster's and Total Wine shops, which are expecteda to-be announced box user.


( 1 2 )

Stadium Casino has an executed lease to openfill the former Bon-Ton space at Westmoreland Mall.

( 1 3 )

A portion of the Forever 21 at Mall del Norte is being redeveloped into Main Event. The remainder will still be Forever 21.

( 1 4 )

The former Sears at Cherryvale Mall is being redeveloped into Tilt Studio.

(1 5 )

Von Maur is opening in 2017.2020 in the former Boston Store at West Towne Mall.

(1 6 )

(2)Dick's Sporting Goods is under development to

EFO Furniture Outlet will open in the former Sports AuthoritySears space at Pearland Town CenterStroud Mall in 2017.February 2020.

(3)Gold's Gym is under development in a portion of the vacant JC Penney space at York Galleria.
(4)Planet Fitness is scheduled to open in 2017 at College Square in space previously utilized by Belk for storage.
(5)Tilt Studio is scheduled to open in 2017 in the former Steve & Barry's space at Parkdale Mall.
Mall Stores
The Malls have approximately 6,360 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 83.8% of the occupied Mall store GLA. Although Mall stores occupy only 31.2% of the total Mall GLA (the remaining 68.8% is occupied by Anchors and Junior Anchors and a minor percentage is vacant), the Malls received 81.3% of their revenues from Mall stores for the year ended December 31, 2016.
Mall Lease Expirations
The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2016:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a %
of Total Leased
GLA (3)
2017 915 $104,987,000
 2,485,000
 $42.24
 15.0% 15.2%
2018 795 104,818,000
 2,460,000
 42.61
 15.0% 15.1%
2019 635 82,844,000
 1,975,000
 41.95
 11.9% 12.1%
2020 502 70,628,000
 1,657,000
 42.61
 10.1% 10.2%
2021 530 70,256,000
 1,786,000
 39.33
 10.1% 11.0%
2022 354 53,076,000
 1,207,000
 43.97
 7.6% 7.4%
2023 374 62,341,000
 1,317,000
 47.32
 8.9% 8.1%
2024 355 63,194,000
 1,263,000
 42.11
 7.6% 7.7%
2025 301 48,907,000
 1,092,000
 44.81
 7.0% 6.7%
2026 274 47,233,000
 1,065,000
 44.34
 6.8% 6.5%
(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
See page 58 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2016. We leased approximately 4.3 million square feet with average stabilized mall leasing spreads of 7.6%, including new lease spreads of 28% and renewal spreads of 1.2%. We expect to achieve similar results for leases expiring in 2017. Page 59 includes new and renewal leasing activity as of December 31, 2016 with commencement dates in 2016 and 2017.


Mall Tenant Occupancy Costs
Occupancy cost is a tenant’s total cost of occupying its space, divided by sales. Mall store sales represents total sales amounts received from reporting tenants with space of less than 10,000 square feet.  The following table summarizes tenant occupancy costs as a percentage of total Mall store sales, excluding license agreements, for each of the past three fiscal years:
  
Year Ended December 31, (1)
  2016 2015 2014
Mall store sales (in millions) $5,110
 $5,778
 $5,539
Minimum rents 8.64% 8.46% 8.63%
Percentage rents 0.45% 0.55% 0.54%
Tenant reimbursements (2)
 3.66% 3.63% 3.79%
Mall tenant occupancy costs 12.75% 12.64% 12.96%
(1)In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.
(2)Represents reimbursements for real estate taxes, insurance, common area maintenance charges, marketing and certain capital expenditures.
Debt on Malls
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Malls. 
Associated Centers
We owned a controlling interest in 20 Associated Centers and a non-controlling interest in three Associated Centers as of December 31, 2016. 
Associated Centers are retail properties that are adjacent to a regional mall complex and include one or more Anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Target, Kohl’s and Bed Bath & Beyond.  Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.
We own the land underlying the Associated Centers in fee simple interest. The following table sets forth certain information for each of the Associated Centers as of December 31, 2016:
Associated Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
Annex at Monroeville
Pittsburgh, PA
 1986 100% 186,367
 186,367
 100% Burlington, Steel City Indoor Karting
Coastal Grand Crossing (4)
    Myrtle Beach, SC
 2005 50% 35,013
 35,013
 100% PetSmart
CoolSprings Crossing
Nashville, TN
 1992 100% 167,475
 63,015
 97% 
American Signature (5), HH Gregg (6), JumpStreet (6), Target (5), Toys R Us (5)
Courtyard at Hickory Hollow
Nashville, TN
 1979 100% 68,438
 68,438
 96% Carmike Cinema
Frontier Square
Cheyenne, WY
 1985 100% 186,552
 16,527
 100% 
PETCO (7), Ross (7), Target (5), T.J. Maxx (7)
Governor's Square Plaza (4)
     Clarksville, TN
 1985/1988 50% 214,728
 71,801
 64% 
Bed Bath & Beyond, former Premier Medical Group, Target (4)
Gunbarrel Pointe
Chattanooga, TN
 2000 100% 273,913
 147,913
 100% 
Earthfare, Kohl's,
Target (5)
Hamilton Corner
Chattanooga, TN
 1990/2005 90% 67,301
 67,301
 100% None
Hamilton Crossing
Chattanooga, TN
 1987/2005 92% 191,945
 98,832
 100% 
HomeGoods (8),
Michaels (8),
T.J. Maxx, Toys R Us (8)
Harford Annex
Bel Air, MD
 1973/2003 100% 107,656
 107,656
 100% Best Buy, Office Depot, PetSmart


Associated Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
The Landing at Arbor Place
Atlanta (Douglasville), GA
 1999 100% 162,988
 85,301
 67% 
The Furniture Company, Toys R Us (5)
Layton Hills Convenience Center
Layton, UT
 1980 100% 90,066
 90,066
 94% Bed Bath & Beyond
Layton Hills Plaza
Layton, UT
 1989 100% 18,808
 18,808
 100% None
Parkdale Crossing
Beaumont, TX
 2002 100% 28,564
 28,564
 100% Barnes & Noble
The Plaza at Fayette
Lexington, KY
 2006 100% 190,207
 190,207
 100% Cinemark, Gordmans
The Shoppes at Hamilton Place
Chattanooga, TN
 2003 92% 131,274
 131,274
 93% Bed Bath & Beyond, Marshalls, Ross
The Shoppes at St. Clair Square
Fairview Heights, IL
 2007 100% 71,483
 71,483
 100% Barnes & Noble
Sunrise Commons
Brownsville, TX
 2001 100% 205,623
 104,178
 100% Marshalls, Ross
The Terrace
Chattanooga, TN
 1997 92% 158,175
 158,175
 100% Academy Sports, Party City
West Towne Crossing
Madison, WI
 1980 100% 426,881
 134,984
 100% 
Barnes & Noble, Best Buy, Kohl's (5), Metcalf's Markets (5), Nordstrom Rack, Office Max (5), Shopko (5), Stein Mart
WestGate Crossing
Spartanburg, SC
 1985/1999 100% 158,262
 158,262
 97% Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts
Westmoreland Crossing
Greensburg, PA
 2002 100% 174,315
 174,315
 100% 
Carmike Cinema, Dick's Sporting Goods,
Levin Furniture,
Michaels (9),  
T.J. Maxx (9)
York Town Center (4)
    York, PA
 2007 50% 282,882
 282,882
 100% Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods, Ross, Staples
Total Associated Centers     3,598,916
 2,491,362
 97%  
(1)Includes total square footage of the Anchors and Junior Anchors (whether owned or leased by the Anchor or Junior Anchor) and shops.  Does not include future expansion areas.
(2)Includes leasable Anchors and Junior Anchors.
(3)Includes tenants paying rent as of December 31, 2016, including leased Anchors.
(4)This Property is owned in an unconsolidated joint venture.
(5)Owned by the tenant.
(6)CoolSprings Crossing - Space is owned by Next Realty, LLC and subleased to HH Gregg and JumpStreet.
(7)Frontier Square - Space is owned by 1639 11th Street Associates and subleased to PETCO, Ross, and T.J. Maxx.
(8)Hamilton Crossing - Space is owned by Schottenstein Property Group and subleased to HomeGoods and Michaels.
(9)Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.


Associated Centers Lease Expirations
The following table summarizes the scheduled lease expirations for Associated Center tenants in occupancy as of December 31, 2016:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as %
of Total Leased
GLA (3)
2017 40 $4,707,000
 254,000
 $18.50
 11.3% 10.3%
2018 34 5,685,000
 312,000
 18.24
 13.6% 12.6%
2019 29 4,282,000
 260,000
 16.48
 10.3% 10.5%
2020 42 5,794,000
 349,000
 16.58
 13.9% 14.1%
2021 25 6,773,000
 462,000
 14.67
 16.3% 18.7%
2022 21 5,233,000
 372,000
 14.05
 12.6% 15.1%
2023 9 1,679,000
 83,000
 20.35
 4.0% 3.3%
2024 1 2,831,000
 126,000
 22.50
 6.8% 5.1%
2025 10 2,476,000
 160,000
 15.51
 5.9% 6.5%
2026 15 2,193,000
 95,000
 23.13
 5.3% 3.8%
(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
Debt on Associated Centers
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Associated Centers. 
Community Centers
We owned a controlling interest in four Community Centers and a non-controlling interest in five Community Centers as of December 31, 2016.  Community Centers typically have less development risk because of shorter development periods and lower costs. While Community Centers generally maintain higher occupancy levels and are more stable, they typically have slower rent growth because the anchor stores’ rents are typically fixed and are for longer terms. 
Community Centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.
We own the land underlying the Community Centers in fee simple interest. The following table sets forth certain information for each of our Community Centers at December 31, 2016:
Community Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
Ambassador Town Center (4)
  Lafayette, LA
 2016 65% 245,775
 245,775
 97% Dick's Sporting Goods / Field & Stream, Nordstrom Rack, Marshalls
Fremaux Town Center (4)
  Slidell, LA
 2014/2015 65% 518,828
 518,828
 96% Best Buy, Dick's Sporting Goods, Dillard's, Kohl's, LA Fitness, Michaels, T.J. Maxx
The Forum at Grandview
Madison, MS
 2010/2016 75% 212,862
 212,862
 98% Best Buy, Dick’s Sporting Goods, HomeGoods, Michaels, Stein Mart
Gulf Coast Town Center -
Phase III (4)
   Ft. Myers, FL
 2005/2007 50% 78,851
 78,851
 100% Dick's Sporting Goods


Community Center / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors & Junior
Anchors
Hammock Landing (4)
West Melbourne, FL
 2009/2015 50% 465,645
 328,644
 97% 
Academy Sports, Carmike Cinema, HH Gregg, Kohl's (5), Marshalls, Michaels, Ross, Target (5)
Parkway Plaza
Fort Oglethorpe, GA
 2015 100% 134,047
 134,047
 97% Hobby Lobby, Marshalls, Ross
The Pavilion at Port Orange (4)
Port Orange, FL
 2010 50% 320,727
 275,625
 99% Belk, Hollywood Theaters, Marshalls, Michaels
The Promenade
D'Iberville, MS
 2009/2014 85% 593,007
 376,047
 99% 
Ashley Home Furniture, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Kohl's (5), Marshalls, Michaels, Ross, Target (5)
Statesboro Crossing
Statesboro, GA
 2008/2015 50% 146,981
 146,981
 99% Hobby Lobby, T.J. Maxx
Total Community Centers     2,716,723
 2,317,660
 98%  
(1)Includes total square footage of the Anchors and Junior Anchors (whether owned or leased by the Anchor or Junior Anchor) and shops.  Does not include future expansion areas.
(2)Includes leasable Anchors and Junior Anchors.
(3)Includes tenants paying rent as of December 31, 2016, including leased Anchors and Junior Anchors.
(4)This Property is owned in an unconsolidated joint venture.
(5)Owned by tenant.
Community Centers Lease Expirations
The following table summarizes the scheduled lease expirations for tenants in occupancy at Community Centers as of December 31, 2016:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2017 8 $431,000
 21,000
 $20.97
 1.2% 1.1%
2018 13 1,330,000
 73,000
 18.17
 3.7% 4.0%
2019 36 6,442,000
 302,000
 21.30
 17.8% 16.5%
2020 52 7,930,000
 408,000
 19.44
 21.9% 22.3%
2021 25 3,000,000
 155,000
 19.32
 8.3% 8.5%
2022 10 1,873,000
 112,000
 16.66
 5.2% 6.1%
2023 18 2,260,000
 121,000
 18.79
 6.2% 6.6%
2024 16 3,826,000
 203,000
 18.81
 10.6% 11.1%
2025 21 3,495,000
 191,000
 18.32
 9.7% 10.4%
2026 30 5,585,000
 247,000
 22.62
 15.4% 13.5%
(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
Debt on Community Centers
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Community Centers. 


Office Buildings
We owned a controlling interest in seven office buildings as of December 31, 2016. 
We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 204,000 square feet, where our corporate headquarters is located. As of December 31, 2016, we occupied 68.1% of the total square footage of the buildings. 
The following tables set forth certain information for each of our office buildings at December 31, 2016:
Office Building / Location 
Year of
Opening/ Most
Recent
Expansion
 
Company's
Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA
 
Percentage
GLA
Occupied
840 Greenbrier Circle
    Chesapeake, VA
 1983 100% 50,820
 50,820
 82%
850 Greenbrier Circle
    Chesapeake, VA
 1984 100% 81,318
 81,318
 100%
CBL Center
    Chattanooga, TN
 2001 92% 130,658
 130,658
 100%
CBL Center II
    Chattanooga, TN
 2008 92% 72,848
 72,848
 100%
One Oyster Point (2)
    Newport News, VA
 1984 100% 36,275
 36,275
 73%
Pearland Office
    Pearland, TX
 2009 100% 65,967
 65,967
 96%
Two Oyster Point (2)
    Newport News, VA
 1985 100% 39,232
 39,232
 80%
Total Office Buildings     477,118
 477,118
 92%
(1)Includes total square footage of the offices.  Does not include future expansion areas.
(2)
Subsequent to December 31, 2016 this Property was sold. See Note 19 to the consolidated financial statements for additional information.
Office Buildings Lease Expirations
The following table summarizes the scheduled lease expirations for tenants in occupancy at office buildings as of December 31, 2016:
Year Ending
 December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring Leases
as % of Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2017 7 $2,015,000
 111,000
 $18.15
 30.7% 33.2%
2018 9 1,457,000
 75,000
 19.31
 22.2% 22.6%
2019 12 737,000
 37,000
 19.81
 11.2% 11.2%
2020 9 834,000
 42,000
 19.87
 12.7% 12.6%
2021 1 13,000
 1,000
 15.50
 0.2% 30.0%
2022 2 99,000
 5,000
 21.59
 1.5% 1.4%
2023  
 
 
 —% —%
2024 1 150,000
 13,000
 12.00
 2.3% 3.8%
2025 2 1,262,000
 50,000
 25.43
 19.2% 14.8%
2026  
 
 
 —% —%
(1)Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2016 for expiring leases that were executed as of December 31, 2016.
(2)Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2016.
(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2016.
Debt on Office Buildings
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2016” included herein for information regarding any liens or encumbrances related to our Offices. 


Mortgages Notes Receivable

We own fivefour mortgages, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.

Mortgage Loans Outstanding at December 31, 20162019 (in thousands):

Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/16 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (2)
 Footnote
Consolidated Debt                   
Malls:                   
Acadiana Mall 100% 5.67% $125,829
 $3,199
 Apr-17  $124,998
 Open   
Alamance Crossing 100% 5.83% 47,160
 3,589
 Jul-21  43,046
 Open   
Arbor Place 100% 5.10% 113,574
 7,948
 May-22  100,861
 Open   
Asheville Mall 100% 5.80% 69,722
 5,917
 Sep-21  60,190
 Open   
Burnsville Center 100% 6.00% 71,785
 6,417
 Jul-20  63,589
 Open   
Cary Towne Center 100% 4.00% 46,716
 1,869
 Mar-19 Mar-21 46,716
 Open (3) 
Chesterfield Mall 100% 5.74% 140,000
 4,758
 Sep-16  140,000
 Open (4) 
Cross Creek Mall 100% 4.54% 123,398
 9,376
 Jan-22  51,130
 Open   
EastGate Mall 100% 5.83% 37,123
 3,613
 Apr-21  30,155
 Open   
Fayette Mall 100% 5.42% 162,240
 13,527
 May-21  139,177
 Open   
Greenbrier Mall 100% 5.00% 70,801
 3,540
 Dec-19 Dec-20 64,801
 Open (5) 
Hamilton Place 90% 4.36% 106,138
 6,400
 Jun-26  85,846
 Jun-17   
Hanes Mall 100% 6.99% 146,268
 13,080
 Oct-18  140,968
 Open   
Hickory Point Mall 100% 5.85% 27,446
 1,606
 Dec-18 Dec-19 27,690
 Open (6) 
Honey Creek Mall 100% 8.00% 26,700
 3,373
 Jul-19  23,290
 Open (7) 
Jefferson Mall 100% 4.75% 66,051
 4,456
 Jun-22  58,176
 Open   
Kirkwood Mall 100% 5.75% 37,984
 2,885
 Apr-18   37,109
 Open   
Layton Hills Mall 100% 5.66% 89,921
 2,284
 Apr-17  89,327
 Open (12) 
Midland Mall 100% 6.10% 31,953
 1,544
 Aug-16  31,953
 Open (4) 
Northwoods Mall 100% 5.08% 67,827
 4,743
 Apr-22  60,292
 Open   
The Outlet Shoppes at Atlanta 75% 4.90% 76,098
 5,095
 Nov-23  65,036
 Open   
The Outlet Shoppes at Atlanta (Phase II) 75% 3.19% 4,839
 281
 Dec-19  4,454
 Open (8)(9)
The Outlet Shoppes at Atlanta (Ridgewalk) 75% 5.03% 2,496
 127
 Jun-17  2,456
 Open (8) 
The Outlet Shoppes at
El Paso
 75% 7.06% 62,355
 5,514
 Dec-17  61,265
 Open   
The Outlet Shoppes at
El Paso (Phase II)
 75% 3.37% 6,745
 380
 Apr-18  6,569
 Open (8)(10)
The Outlet Shoppes at Gettysburg 50% 4.80% 38,450
 1,963
 Oct-25  33,172
 Open (11) 
The Outlet Shoppes at Oklahoma City 75% 5.73% 53,867
 4,521
 Jan-22  45,428
 Open   
The Outlet Shoppes at Oklahoma City (Phase II) 75% 3.37% 5,597
 363
 Apr-19 Apr-21 5,233
 Open (8) 
The Outlet Shoppes at Oklahoma City (Phase III) 75% 3.37% 2,744
 220
 Apr-19 Apr-21 2,464
 Open (8)(10)
The Outlet Shoppes of the Bluegrass 65% 4.05% 74,736
 4,464
 Dec-24  61,830
 Jan-17   

Property

 

Our

Ownership

Interest

 

 

Stated

Interest

Rate

 

 

Principal

Balance as

of

12/31/19 (1)

 

 

2020

Annual

Debt

Service (2)

 

 

Maturity

Date

 

Optional

Extended

Maturity

Date

 

 

Balloon

Payment

Due

on

Maturity (2)

 

 

Open to

Prepayment

Date (3)

 

Footnote

Consolidated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malls:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alamance Crossing - East

 

 

100

%

 

 

5.83

%

 

$

44,538

 

 

$

3,589

 

 

Jul-21

 

 

 

 

$

43,046

 

 

Open

 

 

 

Arbor Place

 

 

100

%

 

 

5.10

%

 

 

106,851

 

 

 

7,948

 

 

May-22

 

 

 

 

 

100,861

 

 

Open

 

 

 

Asheville Mall

 

 

100

%

 

 

5.80

%

 

 

63,949

 

 

 

5,917

 

 

Sep-21

 

 

 

 

 

60,190

 

 

Open

 

 

 

Burnsville Center

 

 

100

%

 

 

6.00

%

 

 

64,867

 

 

 

3,527

 

 

Jul-20

 

 

 

 

 

63,589

 

 

Open

 

 

 

Cross Creek Mall

 

 

100

%

 

 

4.54

%

 

 

111,294

 

 

 

9,376

 

 

Jan-22

 

 

 

 

 

102,260

 

 

Open

 

 

 

EastGate Mall

 

 

100

%

 

 

5.83

%

 

 

32,386

 

 

 

3,613

 

 

Apr-21

 

 

 

 

 

30,155

 

 

Open

 

 

 

Fayette Mall

 

 

100

%

 

 

5.42

%

 

 

146,857

 

 

 

13,527

 

 

May-21

 

 

 

 

 

139,177

 

 

Open

 

 

 

Greenbrier Mall

 

 

100

%

 

 

5.41

%

 

 

64,801

 

 

 

 

 

Dec-19

 

Dec-20

 

 

 

64,801

 

 

Open

 

(4)

 

Hamilton Place

 

 

90

%

 

 

4.36

%

 

 

100,456

 

 

 

6,400

 

 

Jun-26

 

 

 

 

 

85,535

 

 

Open

 

 

 

Hickory Point Mall

 

 

100

%

 

 

5.85

%

 

 

27,385

 

 

 

 

 

Dec-19

 

 

 

 

 

27,385

 

 

Open

 

(5)

 

Jefferson Mall

 

 

100

%

 

 

4.75

%

 

 

61,943

 

 

 

4,456

 

 

Jun-22

 

 

 

 

 

58,176

 

 

Open

 

 

 

Northwoods Mall

 

 

100

%

 

 

5.08

%

 

 

63,772

 

 

 

4,743

 

 

Apr-22

 

 

 

 

 

60,292

 

 

Open

 

 

 

The Outlet Shoppes at Gettysburg

 

 

50

%

 

 

4.80

%

 

 

37,140

 

 

 

2,422

 

 

Oct-25

 

 

 

 

 

32,927

 

 

Open

 

 

 

The Outlet Shoppes at Laredo

 

 

65

%

 

 

4.34

%

 

 

41,950

 

 

 

3,583

 

 

May-21

 

 

 

 

 

39,400

 

 

Open

 

(6)

(7)

Park Plaza

 

 

100

%

 

 

5.28

%

 

 

78,339

 

 

 

7,165

 

 

Apr-21

 

 

 

 

 

74,428

 

 

Open

 

 

 

Parkdale Mall & Crossing

 

 

100

%

 

 

5.85

%

 

 

75,826

 

 

 

7,241

 

 

Mar-21

 

 

 

 

 

72,447

 

 

Open

 

 

 

Parkway Place

 

 

100

%

 

 

6.50

%

 

 

33,290

 

 

 

1,878

 

 

Jul-20

 

 

 

 

 

32,661

 

 

Open

 

 

 

Southpark Mall

 

 

100

%

 

 

4.85

%

 

 

58,431

 

 

 

4,240

 

 

Jun-22

 

 

 

 

 

54,924

 

 

Open

 

 

 

Valley View Mall

 

 

100

%

 

 

6.50

%

 

 

51,514

 

 

 

2,907

 

 

Jul-20

 

 

 

 

 

50,544

 

 

Open

 

 

 

Volusia Mall

 

 

100

%

 

 

4.56

%

 

 

48,626

 

 

 

4,608

 

 

May-24

 

 

 

 

 

37,194

 

 

Open

 

 

 

WestGate Mall

 

 

100

%

 

 

4.99

%

 

 

32,773

 

 

 

2,803

 

 

Jul-22

 

 

 

 

 

29,670

 

 

Open

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,346,988

 

 

 

99,943

 

 

 

 

 

 

 

 

 

1,259,662

 

 

 

 

 

 

Other Properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CBL Center

 

 

92

%

 

 

5.00

%

 

 

17,001

 

 

 

1,651

 

 

Jun-22

 

 

 

 

 

14,949

 

 

Open

 

(8)

 

Hamilton Crossing & Expansion

 

 

92

%

 

 

5.99

%

 

 

8,522

 

 

 

819

 

 

Apr-21

 

 

 

 

 

8,122

 

 

Open

 

(9)

 

 

 

 

 

 

 

 

 

 

 

 

25,523

 

 

 

2,470

 

 

 

 

 

 

 

 

 

23,071

 

 

 

 

 

 

Construction Loan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brookfield Square Anchor Redevelopment

 

 

100

%

 

 

4.60

%

 

 

29,400

 

 

 

1,350

 

 

Oct-21

 

Oct-22

 

 

 

29,400

 

 

Open

 

(10)

 

Operating Partnership Debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured credit facility:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured line of credit ($685,000 capacity)

 

 

100

%

 

 

3.94

%

 

 

310,925

 

 

 

12,254

 

 

Jul-23

 

 

 

 

 

310,925

 

 

Open

 

(11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured term loan

 

 

100

%

 

 

3.94

%

 

 

465,000

 

 

 

18,321

 

 

Jul-23

 

 

 

 

 

465,000

 

 

Open

 

(11)

 

Senior unsecured Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2023 Notes

 

 

100

%

 

 

5.25

%

 

 

450,000

 

 

 

23,625

 

 

Dec-23

 

 

 

 

 

450,000

 

 

Open

 

 

 

2024 Notes

 

 

100

%

 

 

4.60

%

 

 

300,000

 

 

 

13,800

 

 

Oct-24

 

 

 

 

 

300,000

 

 

Open

 

 

 

2026 Notes

 

 

100

%

 

 

5.95

%

 

 

625,000

 

 

 

37,188

 

 

Dec-26

 

 

 

 

 

625,000

 

 

Open

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,375,000

 

 

 

74,613

 

 

 

 

 

 

 

 

 

1,375,000

 

 

 

 

 

 

Unamortized Discounts, net

 

 

 

 

 

 

 

 

 

 

(9,673

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12)

 

Total Consolidated Debt

 

 

 

 

 

 

 

 

 

$

3,543,163

 

 

$

208,951

 

 

 

 

 

 

 

 

$

3,463,058

 

 

 

 

 

 

Unconsolidated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malls:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coastal Grand

 

 

50

%

 

 

4.09

%

 

$

108,028

 

 

$

6,958

 

 

Aug-24

 

 

 

 

$

95,230

 

 

Open

 

 

 



Property

 

Our

Ownership

Interest

 

 

Stated

Interest

Rate

 

 

Principal

Balance as

of

12/31/19 (1)

 

 

2020

Annual

Debt

Service (2)

 

 

Maturity

Date

 

Optional

Extended

Maturity

Date

 

 

Balloon

Payment

Due

on

Maturity (2)

 

 

Open to

Prepayment

Date (3)

 

Footnote

CoolSprings Galleria

 

 

50

%

 

 

4.84

%

 

 

151,220

 

 

 

9,803

 

 

May-28

 

 

 

 

 

125,774

 

 

Feb-28

 

 

 

Friendly Shopping Center

 

 

50

%

 

 

3.48

%

 

 

92,599

 

 

 

5,375

 

 

Apr-23

 

 

 

 

 

85,203

 

 

Open

 

 

 

Oak Park Mall

 

 

50

%

 

 

3.97

%

 

 

265,164

 

 

 

15,755

 

 

Oct-25

 

 

 

 

 

231,459

 

 

Open

 

 

 

The Outlet Shoppes at Atlanta

 

 

50

%

 

 

4.90

%

 

 

71,692

 

 

 

5,095

 

 

Nov-23

 

 

 

 

 

65,036

 

 

Open

 

 

 

The Outlet Shoppes at Atlanta (Phase II)

 

 

50

%

 

 

4.26

%

 

 

4,443

 

 

 

68

 

 

Feb-20

 

 

 

 

 

4,421

 

 

Open

 

(13)

(14)

The Outlet Shoppes at El Paso

 

 

50

%

 

 

5.10

%

 

 

73,727

 

 

 

4,888

 

 

Oct-28

 

 

 

 

 

61,342

 

 

Jul-28

 

 

 

The Outlet Shoppes of the Bluegrass

 

 

50

%

 

 

4.05

%

 

 

70,148

 

 

 

4,464

 

 

Dec-24

 

 

 

 

 

61,316

 

 

Open

 

 

 

The Outlet Shoppes of the Bluegrass (Phase II)

 

 

50

%

 

 

4.19

%

 

 

9,242

 

 

 

381

 

 

Jul-20

 

 

 

 

 

9,102

 

 

Open

 

(14)

 

The Shops at Friendly Center

 

 

50

%

 

 

3.34

%

 

 

60,000

 

 

 

2,004

 

 

Apr-23

 

 

 

 

 

60,000

 

 

Feb-19

 

 

 

West County Center

 

 

50

%

 

 

3.40

%

 

 

174,767

 

 

 

10,111

 

 

Dec-22

 

 

 

 

 

162,270

 

 

Open

 

 

 

York Town Center

 

 

50

%

 

 

4.90

%

 

 

30,668

 

 

 

2,657

 

 

Feb-22

 

 

 

 

 

28,293

 

 

Open

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,111,698

 

 

 

67,559

 

 

 

 

 

 

 

 

 

989,446

 

 

 

 

 

 

Other Properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ambassador Town Center

 

 

65

%

 

 

3.22

%

 

 

43,623

 

 

 

2,840

 

 

Jun-23

 

 

 

 

 

38,866

 

 

Open

 

(15)

(16)

Ambassador Town Center Infrastructure Improvements

 

 

65

%

 

 

3.74

%

 

 

10,050

 

 

 

945

 

 

Aug-20

 

 

 

 

 

9,360

 

 

Open

 

(17)

(18)

Coastal Grand Outparcel

 

 

50

%

 

 

4.09

%

 

 

5,213

 

 

 

336

 

 

Aug-24

 

 

 

 

 

4,595

 

 

Open

 

(18)

 

Fremaux Town Center (Phase I)

 

 

65

%

 

 

3.70

%

 

 

66,501

 

 

 

4,480

 

 

Jun-26

 

 

 

 

 

52,130

 

 

Open

 

(15)

 

Hammock Landing (Phase I)

 

 

50

%

 

 

3.94

%

 

 

39,807

 

 

 

2,330

 

 

Feb-21

 

Feb-23

 

 

 

38,897

 

 

Open

 

(6)

(15)

Hammock Landing (Phase II)

 

 

50

%

 

 

3.94

%

 

 

15,647

 

 

 

968

 

 

Feb-21

 

Feb-23

 

 

 

15,227

 

 

Open

 

(6)

(15)

The Pavilion at Port Orange

 

 

50

%

 

 

3.94

%

 

 

54,071

 

 

 

3,221

 

 

Feb-21

 

Feb-23

 

 

 

52,769

 

 

Open

 

(6)

(15)

The Shoppes at Eagle Point

 

 

50

%

 

 

4.53

%

 

 

35,189

 

 

 

1,289

 

 

Oct-20

 

Oct-22

 

 

 

35,189

 

 

Open

 

(6)

(15)

York Town Center - Pier 1

 

 

50

%

 

 

4.45

%

 

 

1,196

 

 

 

105

 

 

Feb-22

 

 

 

 

 

1,088

 

 

Open

 

(6)

(18)

 

 

 

 

 

 

 

 

 

 

 

271,297

 

 

 

16,514

 

 

 

 

 

 

 

 

 

248,121

 

 

 

 

 

 

Construction Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EastGate Mall Self-Storage

 

 

50

%

 

 

4.45

%

 

 

6,219

 

 

 

276

 

 

Dec-22

 

 

 

 

 

6,219

 

 

Open

 

(6)

(18)(19)

Mid Rivers Mall Self Storage

 

 

50

%

 

 

4.46

%

 

 

5,604

 

 

 

249

 

 

Apr-23

 

 

 

 

 

5,385

 

 

Open

 

(6)

(18)(20)

Parkdale Self Storage

 

 

50

%

 

 

5.25

%

 

 

2,688

 

 

 

134

 

 

Jul-24

 

 

 

 

 

2,563

 

 

Jul-22

 

(6)(14)

(18)(21)

Springs at Port Orange

 

 

44

%

 

 

4.04

%

 

 

21,077

 

 

 

809

 

 

Dec-21

 

 

 

 

 

21,077

 

 

Open

 

(6)

(18)

 

 

 

 

 

 

 

 

 

 

 

35,588

 

 

 

1,468

 

 

 

 

 

 

 

 

 

35,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unconsolidated Debt

 

 

 

 

 

 

 

 

 

$

1,418,583

 

 

$

85,541

 

 

 

 

 

 

 

 

$

1,272,811

 

 

 

 

 

 

Total Consolidated and

   Unconsolidated Debt

 

 

 

 

 

 

 

 

 

$

4,961,746

 

 

$

294,492

 

 

 

 

 

 

 

 

$

4,735,869

 

 

 

 

 

 

Company's Pro-Rata Share of

   Total Debt

 

 

 

 

 

 

 

 

 

$

4,250,156

 

 

$

251,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22)

 

Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/16 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (2)
 Footnote
The Outlet Shoppes of the Bluegrass (Phase II) 65% 3.27% 10,101
 557
 Jul-20  9,261
 Open (8)(10)
Park Plaza 100% 5.28% 86,737
 7,165
 Apr-21  74,428
 Open   
Parkdale Mall & Crossing 100% 5.85% 83,527
 7,241
 Mar-21  72,447
 Open   
Parkway Place 100% 6.50% 36,659
 3,403
 Jul-20  32,661
 Open   
Southpark Mall 100% 4.85% 62,246
 4,240
 Jun-22  54,924
 Open   
Valley View Mall 100% 6.50% 56,734
 5,267
 Jul-20  50,547
 Open   
Volusia Mall 100% 8.00% 45,929
 5,802
 Jul-19  40,064
 Open (7) 
Wausau Center 100% 5.85% 17,689
 1,509
 Apr-21  15,100
 Open (4) 
WestGate Mall 100% 4.99% 36,021
 2,803
 Jul-22  29,670
 Open   
     
 2,372,206
 165,039
     2,086,323
     
                    
Associated Centers:    
  
  
      
     
Hamilton Corner 90% 5.67% 14,258
 1,183
 Apr-17  14,164
 Open (12) 
Hamilton Crossing & Expansion 92% 5.99% 9,368
 819
 Apr-21  8,122
 Open   
The Plaza at Fayette 100% 5.67% 37,146
 944
 Apr-17  36,901
 Open (12) 
The Shoppes at St. Clair Square 100% 5.67% 18,827
 479
 Apr-17  18,702
 Open (12) 
The Terrace 92% 7.25% 13,057
 1,284
 Jun-20  11,755
 Open   
     
 92,656
 4,709
     89,644
     
                    
Community Center:    
  
  
      
     
Statesboro Crossing 50% 2.57% 10,962
 221
 Jun-17 Jun-18 11,024
 Open (8) 
                    
Office Building:                   
CBL Center 92% 5.00% 19,170
 1,651
 Jun-22  14,949
 Open   
                    
Construction Loan:                   
The Outlet Shoppes at Laredo 65% 3.12%
 39,263
 1,224
 May-19 May-21 25,443
 Open (8)(13)
                    
Unsecured Credit Facilities:             
$500,000 capacity 100% 1.82% 
 
 Oct-19 Oct-20 
 Open (8) 
$500,000 capacity 100% 1.82% 4,624
 84
 Oct-20  4,624
 Open (8) 
$100,000 capacity 100% 1.82% 1,400
 25
 Oct-19 Oct-20 1,400
 Open (8) 
   
  
 6,024
 109
     6,024
     
Unsecured Term Loans:                 
$400,000 capacity 100% 2.12% 400,000
 8,467
 Jul-18  400,000
 Open (8) 
$350,000 capacity 100% 1.94% 350,000
 6,797
 Oct-17 Oct-19 350,000
 Open (8) 
$50,000 capacity 100% 2.17% 50,000
 1,083
 Feb-18  50,000
 Open (8) 
      800,000
 16,347
     800,000
     
                    
Senior Unsecured Notes:               
5.25% notes 100% 5.25% 450,000
 23,625
 Dec-23  450,000
 Open   
4.60% notes 100% 4.60% 300,000
 13,800
 Oct-24  300,000
 Open   


Property 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as
of
12/31/16 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional
Extended
Maturity
Date
 
Balloon
Payment
Due
on
Maturity
 
Open to
Prepayment
Date (2)
 Footnote
5.95% notes 100% 5.95% 400,000
 23,800
 Dec-26  400,000
 Open   
      1,150,000
 61,225
     1,150,000
     
                    
Unamortized Premiums and Discounts, net (7,132) 
     
   (14) 
Total Consolidated Debt  
 $4,483,149
 $250,525
     $4,183,407
     
                    
Unconsolidated Debt:  
  
  
      
     
Ambassador Town Center 65% 3.22% $47,197
 $2,479
 Jun-23   $38,866
 Open (15) 
Ambassador Town Center Infrastructure Improvements 65% 2.62% 11,700
 1,014
 Dec-17 Dec-19 11,035
 Open (8)(16)
Coastal Grand 50% 4.09% 115,199
 6,958
 Aug-24  95,230
 Open   
Coastal Grand Outparcel 50% 4.09% 5,559
 336
 Aug-24  4,595
 Open   
CoolSprings Galleria 50% 6.98% 101,075
 9,445
 Jun-18  97,506
 Open   
Fremaux Town Center (Phase I) 65% 3.70% 72,126
 4,427
 Jun-26  52,130
 Jun-19   
Friendly Shopping Center 50% 3.48% 98,724
 5,375
 Apr-23  82,392
 Open   
Gulf Coast Town Center (Phase III) 50% 2.75% 4,451
 387
 Jul-17  4,118
 Open (8) 
Hammock Landing (Phase I) 50% 2.62% 42,847
 1,736
 Feb-18 Feb -19 42,147
 Open (8) 
Hammock Landing (Phase II) 50% 2.62% 16,557
 676
 Feb-18 Feb-19 16,277
 Open (8) 
Oak Park Mall 50% 3.97% 276,000
 11,357
 Oct-25  232,004
 Oct-18 (17) 
The Pavilion at Port Orange 50% 2.62% 57,927
 2,346
 Feb-18 Feb-19 56,947
 Open (8) 
The Shops at Friendly Center 50% 3.34% 60,000
 1,837
 Apr-23  60,000
 Feb-19   
Triangle Town Center 10% 5.74% 141,126
 9,816
 Dec-18 Dec-20 108,673
 Open (18) 
West County Center 50% 3.40% 186,400
 10,111
 Dec-22  162,270
 Open   
York Town Center 50% 4.90% 33,822
 2,657
 Feb-22  28,293
 Open   
York Town Center - Pier 1 50% 3.38% 1,343
 92
 Feb-22  1,088
 Open (8) 
Total Unconsolidated Debt  
 $1,272,053
 $71,049
     $1,093,571
     
Total Consolidated and Unconsolidated Debt $5,755,202
 $321,574
     $5,276,978
     
Company's Pro-Rata Share of Total Debt $4,969,808
 $298,612
      
   (19) 

(1)

(1)

The amount listed includes 100% of the loan amount even though the Operating Partnership may have less than a 100% ownership interest in the Property.

(2)

Assumes extension option will be exercised, if applicable.

(2)

(3)

Prepayment premium is based on yield maintenance or defeasance.

(4)

(3)Cary Towne Center

Greenbrier Mall - Payments are interest-only through the maturity date. The original maturity date is contingent on the Company's redevelopment plans. The loan has one two-year extension option, which is at the Company's option and contingent on the Company having met specified redevelopment criteria.

(4)
Chesterfield Mall, Midland Mall, and Wausau Center - The loans secured by these malls arethis mall is in default and receivership as of December 31, 2016. Subsequent to December 31, 2016, foreclosure was complete and Midland Mall was returned to the lender. We expect the foreclosure process to be complete on the other two malls in early 2017. See Note 6 and Note 19 to the consolidated financial statements for more information.
2019.

(5)

(5)Greenbrier Mall - Payments are interest-only through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest. The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.
(6)

Hickory Point Mall - The loan was modifiedsecured by this mall is in the second quarterdefault as of 2016 to eliminate future amortization payments.December 31, 2019.

(6)

(7)The mortgages on Honey Creek Mall and Volusia Mall are cross-collateralized and cross-defaulted.
(8)

The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2016.2019.  The debtnote is prepayable at any time without prepayment penalty.

(7)

(9)

The Outlet Shoppes at Atlanta (Phase II)Laredo - The interest rate will be reduced to a spread of LIBOR plus 2.35%2.25% once certain debt and operational metrics are met.  The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.

(8)

CBL Center consists of our two corporate office buildings.

(10)

(9)

Property type is an associated center.

(10)

Brookfield Square Anchor Redevelopment - The $29,400 construction loan closed in October 2018 to fund the redevelopment of a former Sears location at Brookfield Square.  The loan is interest only at a variable rate of LIBOR plus 2.90%.  The loan matures October 2021, and has a one-year extension option, at our election, which is contingent on meeting specific debt and operational metrics.

(11)

Secured credit facility - As of December 31, 2019, the variable interest rate is LIBOR plus 2.25%.

(12)

Represents bond discounts.

(13)

The Outlet Shoppes at Atlanta (Phase II) - the interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt and operational metrics are met.

(14)

The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.



(15)

(11)The Outlet Shoppes at Gettysburg - The loan

Property type is interest only through September 2017. Thereafter, debt service will be $2,422 in annual principal payments plus interest.a community center.

(16)

(12)
The loan on this Property was retired subsequent to December 31, 2016. See Note 19 to the consolidated financial statements for more information.
(13)The Outlet Shoppes at Laredo - The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met. The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement. The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.
(14)Represents bond discounts as well as net premiums related to debt assumed to acquire real estate assets, which had stated interest rates that were above or below the estimated market rates for similar debt instruments at the respective acquisition dates.
(15)

Ambassador Town Center - The debt is prepayable at any time without prepayment penalty. The unconsolidated affiliate has an interest rate swap on a notional amount of $47,197,$43,623, amortizing to $38,866 over the term of the swap, to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in June 2023.


(17)

(16)

Ambassador Town Center Infrastructure Improvements - The loan requires an annual principal payment of $690 in 2020.  The joint venture has an interest rate swap on a notional amount of $10,050, amortizing to $9,360 over the term of the swap, to effectively fix the interest rate on the variable rate loan.  Therefore, this amount is currently reflected as having a fixed rate.  The swap terminates in August 2020.  The Operating Partnership owns less than 100% of the Property but guarantees 100% of the debt.

(18)

Property type is Other.

(19)

EastGate Mall - Self-Storage Development - The guarantyloan is interest-only through November 2020.  Thereafter, monthly payments of $10, in addition to interest, will be due.  The interest rate will be reduced to 50% on March 1sta variable rate of such year as payment-in-lieu of taxes ("PILOT") payments receivedLIBOR plus 2.35% once construction is complete and attributed to the prior calendar year by Ambassador Infrastructurecertain debt and delivered to the lenderoperational metrics 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.met.

(20)

(17)Oak Park

Mid Rivers Mall - Self-Storage Development - The $5,987 construction loan is interest only through November 2017. Thereafter, debt service will be $15,755 in annual principal payments plus interest.May 2021.

(21)

(18)Triangle Town Center

Parkdale Mall - Self Storage Development - The fixed-rate$6,500 construction loan is 4.00% interest-only payments throughbears interest at the initial maturity date. The unconsolidated affiliate, in which we have a 10% ownership interest, and its third party partner have the option to exercise two one-year extension options, subject to continued compliance with the termsgreater of the loan agreement. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.737% during the extension period.5.25% or LIBOR plus 2.80%.

(22)

(19)

Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center Properties.properties.

The following is a reconciliation of consolidated debt to the Company'sour pro rata share of total debt, including unamortized deferred financing costs (in thousands):

Total consolidated debt

 

$

3,543,163

 

Noncontrolling interests' share of consolidated debt

 

 

(30,658

)

Company's share of unconsolidated debt

 

 

737,651

 

Unamortized deferred financing costs

 

 

(18,681

)

Company's pro rata share of total debt

 

$

4,231,475

 

Total consolidated debt$4,483,149
Noncontrolling interests' share of consolidated debt(116,666)
Company's share of unconsolidated debt603,325
Unamortized deferred financing costs(19,716)
Company's pro rata share of total debt$4,950,092

Other than our property-specific mortgage or construction loans, there are no material liens or encumbrances on our Properties. See Note 57and Note 68to the consolidated financial statements for additional information regarding property-specific indebtedness and construction loans.

Litigation

In April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement stated that the Company had to set aside a common fund with a monetary and non-monetary value of $90.0 million to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60.0 million. The Court granted final approval to the proposed settlement on August 22, 2019. Class members are comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which extended from January 1, 2011 through the date of preliminary court approval. Class members who are past tenants and made a claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28.0 million), any incentive award to the class representative (up to a maximum of $50,000), and class administration costs (which are expected to not exceed $100,000), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88.2 million in the three months ended March 31, 2019 related to the settlement agreement. The Company reduced the accrued liability by $26.4 million, a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts. The Company also reduced the accrued liability $23.1 million related to attorney and administrative fees that were paid pursuant to the settlement agreement (see Note 15). The Company received document requests in the third quarter, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperate in these matters.

Securities Litigation


The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. The first such lawsuit, captioned Paskowitz v. CBL & Associates Properties, Inc., et al., 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive. The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al., 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive. The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al., 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019. The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00181-JRG-CHS, on August 2, 2019. On September 26, 2019, the Merellescomplaint was voluntarily dismissed.

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The outcome of these legal proceedings cannot be predicted with certainty.

Certain of the Company’s current and former directors and officers have been named as defendants in eight shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al. , 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “ Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al. , 1:19-cv-01185-LPS (the “ Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al. , 1:19-cv-01665-LPS (the “ Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al. , 1:19-cv-01800 (the “ Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation , 1:19-cv-01038-LPS (the " Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al. , 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “ Kurup Derivative Action”); and on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al., 1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “ Kemmer Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On October 7, 2019, the Court stayed the Shebitz Derivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company anticipates the Chatman, Kurup, and Kemmer Derivative Actions to be stayed as well.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty.


The Company's insurance carriers have been placed on notice of these matters.

We are currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.

On May 27, 2016, Tommy French filed a putative class action in the United States District Court for the Eastern District of Tennessee on behalf of himself and all persons who purchased our common stock between August 8, 2013 and May 24, 2016. Two additional suits were filed shortly thereafter with similar allegations. On June 9, 2016, The Allan J. and Sherry R. Potts Living Trust filed a putative class action in the same Court on behalf of the trust and all persons who purchased our common stock between August 8, 2013 and May 24, 2016, and on June 24, 2016, International Union of Painters & Allied Trades District Council No. 35 Pension Plan filed another putative class action in the same Court on behalf of itself and all persons who purchased our common stock between August 9, 2011 and May 24, 2016, containing similar allegations. On July 26, 2016, motions were submitted to the Court for the consolidation of these three cases, as well as for the appointment of a lead plaintiff. On September 26, 2016, the Court granted the motion, consolidated the cases into one action, and appointed the New Mexico Educational Retirement Board as lead plaintiff and its counsel, Bernstein Liebhard, as lead counsel. The Court granted the lead plaintiff 60 days to file a consolidated amended complaint, and once filed, we will file a response. The previously filed complaints are all based on substantially similar allegations that certain of our financing arrangements were obtained through fraud and/or misrepresentation, and that we and certain of our officers and directors made materially misleading statements to the market by failing to disclose material information concerning these alleged misrepresentations, and concerning the supposed involvement by insiders in alleged trading of our stock by a United States senator on the basis of material nonpublic information. Based on these allegations, these complaints assert claims for violation of the securities laws and seek a variety of relief, including unspecified monetary damages as well as costs and attorneys’ fees. The above-referenced plaintiffs voluntarily dismissed their claims on December 20


and 21, 2016, respectively, and on January 4, 2017, the Court administratively closed the case. We made no payment or entered into any agreement as part of this matter, and as such, we now consider this matter closed.
On July 29, 2016, Henry Shebitz filed a shareholder derivative suit in the Chancery Court for Hamilton County, Tennessee alleging that our directors, three former directors and certain current and former officers breached their fiduciary duties by causing us to make materially misleading statements to the market by failing to disclose material information concerning these alleged misrepresentations, and concerning the supposed involvement by insiders in alleged trading of our stock by a United States senator on the basis of material nonpublic information. The complaint further alleged that certain of our current and former officers and directors improperly engaged in transactions in the Company’s stock while in possession of material nonpublic information concerning the Company’s alleged misleading statements. The complaint purported to seek relief on behalf of us for unspecified damages as well as costs and attorneys’ fees. On or about January 31, 2017, the plaintiff filed a Notice of Voluntary Dismissal, and on February 2, 2017, the Court entered an order dismissing the suit without prejudice. We made no payment or entered into any agreement as part of this matter, and as such, we now consider this matter closed.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange.  The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of common stock are as follows:

  Market Price  
Quarter Ended High Low Dividend
2016      
March 31 $12.74
 $9.40
 $0.265
June 30 $12.28
 $9.10
 $0.265
September 30 $14.29
 $9.73
 $0.265
December 31 $12.28
 $10.36
 $0.265
       
2015      
March 31 $21.36
 $18.72
 $0.265
June 30 $19.98
 $15.92
 $0.265
September 30 $16.61
 $13.65
 $0.265
December 31 $15.59
 $12.06
 $0.265
There were approximately 771797 shareholders of record for our common stock as of February 23, 2017. 
28, 2020. 

During 2019, our board of directors suspended all future dividends with respect to the Company’s outstanding common stock and preferred stock, as well as distributions with respect to the Operating Partnership’s outstanding units of partnership interest, subject to quarterly review. Future dividend distributions are subject to our actual results of operations, taxable income, economic conditions, issuances of common stock and such other factors as our Boardboard of Directorsdirectors deems relevant. For additional information, see discussion presented under the subheading “Dividends – CBL” in Note 9of this report. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the Anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements. 

See Part III, Item 12contained herein for information regarding securities authorized for issuance under equity compensation plans.



The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2016: 2019: 

Period

 

Total

Number

of Shares

Purchased (1)

 

 

Average

Price Paid

per Share (2)

 

 

Total Number of

Shares Purchased as

Part of a Publicly

Announced Plan

 

 

Approximate Dollar

Value of Shares that

May Yet Be Purchased

Under the Plan

 

Oct. 1–31, 2019

 

 

 

 

$

 

 

 

 

 

$

 

Nov. 1–30, 2019

 

 

187

 

 

 

1.67

 

 

 

 

 

 

 

Dec. 1–31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

187

 

 

$

1.67

 

 

 

 

 

$

 

Period 
Total Number
of Shares
Purchased (1) (2)
 
Average
Price Paid
per Share (3)
 
Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan (2)
 
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plan (2)
Oct. 1–31, 2016 897
 $11.94
 
 $
Nov. 1–30, 2016 
 
 
 
Dec. 1–31, 2016 
 
 
 
Total 897
 $11.94
 
 $

(1)

(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)

(2)Does not include any activity under the $200 million common stock repurchase program approved by the Company's Board of Directors in July 2015, pursuant to which no shares were repurchased during the quarter. This program expired in August 2016.
(3)

Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.    

Operating Partnership Units

There is no established public trading market for the Operating Partnership’s common units. On February 28, 2020, the Operating Partnership had 26,073,966 common units outstanding (comprised of 3,269,446 special common units and 22,804,520 common units) held by 65 holders of record, excluding the 175,633,044 common units held by the Company.

During the three months ended December 31, 2016,2019, the Operating Partnership canceled the 897187 common units underlying the 897187 shares of common stock that were surrendered for tax obligations in conjunction with the surrender to the Company of such shares, as described above.

There is no established public trading market for During 2019, the Operating Partnership’sPartnership elected to pay less than $0.1 million in cash, at a cost of $1.316 per unit, to a holder of 72,592 common units and they are not registered under Section 12 of the Securities Exchange Act of 1934. Each limited partnerpartnership interest in the Operating Partnership hasupon the right to exchange all or a portion of its common units for sharesexercise of the Company’s common stock, or at the Company’s election, their cash equivalent.
holder's conversion rights.



ITEM 6. SELECTED FINANCIAL DATA (CBL(C BL & Associates Properties, Inc.)

(In thousands, except per share data)

 

 

Year Ended December 31, (1)

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

Total revenues

 

$

768,696

 

 

$

858,557

 

 

$

927,252

 

 

$

1,028,257

 

 

$

1,055,018

 

Total operating expenses

 

 

(853,945

)

 

 

(774,835

)

 

 

(694,690

)

 

 

(774,629

)

 

 

(777,434

)

Total other expenses

 

 

(46,472

)

 

 

(182,951

)

 

 

(73,580

)

 

 

(58,097

)

 

 

(158,569

)

Net income (loss)

 

 

(131,721

)

 

 

(99,229

)

 

 

158,982

 

 

 

195,531

 

 

 

119,015

 

Net (income) loss attributable to noncontrolling

   interests in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Partnership

 

 

23,683

 

 

 

19,688

 

 

 

(12,652

)

 

 

(21,537

)

 

 

(10,171

)

Other consolidated subsidiaries

 

 

(739

)

 

 

973

 

 

 

(25,390

)

 

 

(1,112

)

 

 

(5,473

)

Net income (loss) attributable to the Company

 

 

(108,777

)

 

 

(78,568

)

 

 

120,940

 

 

 

172,882

 

 

 

103,371

 

Preferred dividends declared

 

 

(33,669

)

 

 

(44,892

)

 

 

(44,892

)

 

 

(44,892

)

 

 

(44,892

)

Preferred dividends undeclared

 

 

(11,223

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common

   shareholders

 

$

(153,669

)

 

$

(123,460

)

 

$

76,048

 

 

$

127,990

 

 

$

58,479

 

Basic per share data attributable to common

   shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   shareholders

 

$

(0.89

)

 

$

(0.72

)

 

$

0.44

 

 

$

0.75

 

 

$

0.34

 

Weighted-average common shares outstanding

 

 

173,445

 

 

 

172,486

 

 

 

171,070

 

 

 

170,762

 

 

 

170,476

 

Diluted per share data attributable to common

   shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   shareholders

 

$

(0.89

)

 

$

(0.72

)

 

$

0.44

 

 

$

0.75

 

 

$

0.34

 

Weighted-average common and potential dilutive

   common shares outstanding

 

 

173,445

 

 

 

172,486

 

 

 

171,070

 

 

 

170,836

 

 

 

170,499

 

Amounts attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   shareholders

 

$

(153,669

)

 

$

(123,460

)

 

$

76,048

 

 

$

127,990

 

 

$

58,479

 

Dividends declared per common share

 

$

0.075

 

 

$

0.675

 

 

$

0.995

 

 

$

1.060

 

 

$

1.060

 

 
Year Ended December 31, (1)
 2016 2015 2014 2013 2012
Total revenues$1,028,257
 $1,055,018
 $1,060,739
 $1,053,625
 $1,002,843
Total operating expenses774,629
 777,434
 685,596
 722,860
 632,922
Income from operations253,628
 277,584
 375,143
 330,765
 369,921
Interest and other income1,524
 6,467
 14,121
 10,825
 3,953
Interest expense(216,318) (229,343) (239,824) (231,856) (242,357)
Gain (loss) on extinguishment of debt
 256
 87,893
 (9,108) 265
Gain on investments7,534
 16,560
 
 2,400
 45,072
Income tax (provision) benefit2,063
 (2,941) (4,499) (1,305) (1,404)
Equity in earnings of unconsolidated affiliates117,533
 18,200
 14,803
 11,616
 8,313
Income from continuing operations before gain on sales of real estate assets165,964
 86,783
 247,637
 113,337
 183,763
Gain on sales of real estate assets29,567
 32,232
 5,342
 1,980
 2,286
Income from continuing operations195,531
 119,015
 252,979
 115,317
 186,049
Discontinued operations
 
 54
 (4,947) (11,530)
Net income195,531
 119,015
 253,033
 110,370
 174,519
Net income attributable to noncontrolling interests in: 
  
    
  
Operating Partnership(21,537) (10,171) (30,106) (7,125) (19,267)
Other consolidated subsidiaries(1,112) (5,473) (3,777) (18,041) (23,652)
Net income attributable to the Company172,882
 103,371
 219,150
 85,204
 131,600
Preferred dividends(44,892) (44,892) (44,892) (44,892) (47,511)
Net income available to common shareholders$127,990
 $58,479
 $174,258
 $40,312
 $84,089
          
Basic per share data attributable to common shareholders: 
  
  
    
Income from continuing operations, net of preferred dividends$0.75
 $0.34
 $1.02
 $0.27
 $0.60
Net income attributable to common shareholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common shares outstanding170,762
 170,476
 170,247
 167,027
 154,762
          
Diluted per share data attributable to common shareholders: 
  
  
  
  
Income from continuing operations, net of preferred dividends$0.75
 $0.34
 $1.02
 $0.27
 $0.60
Net income attributable to common shareholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common and potential dilutive common shares outstanding170,836
 170,499
 170,247
 167,027
 154,807
          
Amounts attributable to common shareholders: 
  
  
  
  
Income from continuing operations, net of preferred dividends$127,990
 $58,479
 $174,212
 $44,515
 $93,469
Discontinued operations
 
 46
 (4,203) (9,380)
Net income attributable to common shareholders$127,990
 $58,479
 $174,258
 $40,312
 $84,089
Dividends declared per common share$1.060
 $1.060
 $1.000
 $0.935
 $0.880
 December 31,
 2016 2015 2014 2013 2012
BALANCE SHEET DATA:         
Net investment in real estate assets$5,520,539
 $5,857,953
 $5,947,175
 $6,067,157
 $6,328,982
Total assets6,104,640
 6,479,991
 6,599,172
 6,769,687
 7,077,188
Total mortgage and other indebtedness, net4,465,294
 4,710,628
 4,683,333
 4,841,239
 4,733,135
Redeemable noncontrolling interests17,996
 25,330
 37,559
 34,639
 464,082
Total shareholders' equity1,228,714
 1,284,970
 1,406,552
 1,404,913
 1,328,693
Noncontrolling interests112,138
 114,629
 143,376
 155,021
 192,404
Total equity1,340,852
 1,399,599
 1,549,928
 1,559,934
 1,521,097



 Year Ended December 31,
 2016 2015 2014 2013 2012
OTHER DATA:         
Cash flows provided by (used in): 
  
  
  
  
Operating activities$468,579
 $495,015
 $468,061
 $464,751
 $481,515
Investing activities(1,446) (259,815) (234,855) (125,693) (246,670)
Financing activities(485,074) (236,246) (260,768) (351,806) (212,689)
          
FFO  allocable to Operating  Partnership common unitholders (2)
538,198
 481,068
 545,514
 437,451
 458,159
FFO allocable to common shareholders460,052
 410,592
 465,160
 371,702
 372,758

(1)

(1)

Please refer to Note 3Notes 5, 57and 1516to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

BALANCE SHEET DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment in real estate assets

 

$

4,061,996

 

 

$

4,785,526

 

 

$

5,156,835

 

 

$

5,520,539

 

 

$

5,857,953

 

Total assets

 

 

4,622,346

 

 

 

5,340,853

 

 

 

5,704,808

 

 

 

6,104,640

 

 

 

6,479,991

 

Mortgage and other indebtedness, net

 

 

3,527,015

 

 

 

4,043,180

 

 

 

4,230,845

 

 

 

4,465,294

 

 

 

4,710,628

 

Redeemable noncontrolling interests

 

 

2,160

 

 

 

3,575

 

 

 

8,835

 

 

 

17,996

 

 

 

25,330

 

Total shareholders' equity

 

 

806,312

 

 

 

964,137

 

 

 

1,140,004

 

 

 

1,228,714

 

 

 

1,284,970

 

Noncontrolling interests

 

 

55,553

 

 

 

68,028

 

 

 

96,474

 

 

 

112,138

 

 

 

114,629

 

Total equity

 

 

861,865

 

 

 

1,032,165

 

 

 

1,236,478

 

 

 

1,340,852

 

 

 

1,399,599

 


 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

OTHER DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

273,408

 

 

$

377,242

 

 

$

430,397

 

 

$

468,579

 

 

$

495,015

 

Investing activities

 

 

24,586

 

 

 

(27,469

)

 

 

(75,812

)

 

 

9,988

 

 

 

(265,306

)

Financing activities

 

 

(296,448

)

 

 

(360,433

)

 

 

(351,482

)

 

 

(485,074

)

 

 

(236,246

)

FFO allocable to Operating Partnership common

   unitholders (1)

 

 

280,258

 

 

 

339,803

 

 

 

434,613

 

 

 

538,198

 

 

 

481,068

 

FFO allocable to common shareholders

 

 

242,844

 

 

 

293,658

 

 

 

373,028

 

 

 

460,052

 

 

 

410,592

 

(1)

(2)

Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States of America ("GAAP") and is not necessarily indicative of the cash available to fund all cash requirements.  A reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is presented on page 78.70.

ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Limited Partnership)

(In thousands, except per unit data)

 

 

Year Ended December 31, (1)

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

Total revenues

 

$

768,696

 

 

$

858,557

 

 

$

927,252

 

 

$

1,028,257

 

 

$

1,055,018

 

Total operating expenses

 

 

(853,945

)

 

 

(774,835

)

 

 

(694,690

)

 

 

(774,629

)

 

 

(777,434

)

Total other expenses

 

 

(46,472

)

 

 

(182,951

)

 

 

(73,580

)

 

 

(58,097

)

 

 

(158,569

)

Net income (loss)

 

 

(131,721

)

 

 

(99,229

)

 

 

158,982

 

 

 

195,531

 

 

 

119,015

 

Net (income) loss attributable to noncontrolling

   interests

 

 

(739

)

 

 

973

 

 

 

(25,390

)

 

 

(1,112

)

 

 

(5,473

)

Net income (loss) attributable to the Operating

   Partnership

 

 

(132,460

)

 

 

(98,256

)

 

 

133,592

 

 

 

194,419

 

 

 

113,542

 

Distributions to preferred unitholders declared

 

 

(33,669

)

 

 

(44,892

)

 

 

(44,892

)

 

 

(44,892

)

 

 

(44,892

)

Distributions to preferred unitholders undeclared

 

 

(11,223

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common

   unitholders

 

$

(177,352

)

 

$

(143,148

)

 

$

88,700

 

 

$

149,527

 

 

$

68,650

 

Basic per unit data attributable to common

    unitholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   unitholders

 

$

(0.89

)

 

$

(0.72

)

 

$

0.45

 

 

$

0.75

 

 

$

0.34

 

Weighted-average common units outstanding

 

 

200,169

 

 

 

199,580

 

 

 

199,322

 

 

 

199,764

 

 

 

199,734

 

Diluted per unit data attributable to common

   unitholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   unitholders

 

$

(0.89

)

 

$

(0.72

)

 

$

0.45

 

 

$

0.75

 

 

$

0.34

 

Weighted-average common and potential dilutive

   common units outstanding

 

 

200,169

 

 

 

199,580

 

 

 

199,322

 

 

 

199,838

 

 

 

199,757

 

Amounts attributable to common unitholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   unitholders

 

$

(177,352

)

 

$

(143,148

)

 

$

88,700

 

 

$

149,527

 

 

$

68,650

 

Distributions per unit

 

$

0.09

 

 

$

0.71

 

 

$

1.03

 

 

$

1.09

 

 

$

1.09

 

 
Year Ended December 31, (1)
 2016 2015 2014 2013 2012
Total revenues$1,028,257
 $1,055,018
 $1,060,739
 $1,053,625
 $1,002,843
Total operating expenses774,629
 777,434
 685,596
 722,860
 632,922
Income from operations253,628
 277,584
 375,143
 330,765
 369,921
Interest and other income1,524
 6,467
 14,121
 10,825
 3,953
Interest expense(216,318) (229,343) (239,824) (231,856) (242,357)
Gain (loss) on extinguishment of debt
 256
 87,893
 (9,108) 265
Gain on investments7,534
 16,560
 
 2,400
 45,072
Income tax (provision) benefit2,063
 (2,941) (4,499) (1,305) (1,404)
Equity in earnings of unconsolidated affiliates117,533
 18,200
 14,803
 11,616
 8,313
Income from continuing operations before gain on sales of real estate assets165,964
 86,783
 247,637
 113,337
 183,763
Gain on sales of real estate assets29,567
 32,232
 5,342
 1,980
 2,286
Income from continuing operations195,531
 119,015
 252,979
 115,317
 186,049
Discontinued operations
 
 54
 (4,947) (11,530)
Net income195,531
 119,015
 253,033
 110,370
 174,519
Net income attributable to noncontrolling interests(1,112) (5,473) (3,777) (18,041) (23,652)
Net income attributable to the Operating Partnership194,419
 113,542
 249,256
 92,329
 150,867
Distributions to preferred unitholders(44,892) (44,892) (44,892) (44,892) (47,511)
Net income available to common unitholders$149,527
 $68,650
 $204,364
 $47,437
 $103,356
          
Basic per unit data attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$0.75
 $0.34
 $1.02
 $0.26
 $0.59
Net income attributable to common unitholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common units outstanding199,764
 199,734
 199,660
 196,572
 190,223
          
Diluted per unit data attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$0.75
 $0.34
 $1.02
 $0.26
 $0.59
Net income attributable to common unitholders$0.75
 $0.34
 $1.02
 $0.24
 $0.54
Weighted-average common and potential dilutive common units outstanding199,838
 199,757
 199,660
 196,572
 190,268


 
Year Ended December 31, (1)
 2016 2015 2014 2013 2012
Amounts attributable to common unitholders: 
  
  
  
  
Income from continuing operations, net of preferred distributions$149,527
 $68,650
 $204,318
 $51,640
 $112,736
Discontinued operations
 
 46
 (4,203) (9,380)
Net income attributable to common unitholders$149,527
 $68,650
 $204,364
 $47,437
 $103,356
Distributions per unit$1.09
 $1.09
 $1.03
 $0.97
 $0.92

 December 31,
 2016 2015 2014 2013 2012
BALANCE SHEET DATA:         
Net investment in real estate assets$5,520,539
 $5,857,953
 $5,947,175
 $6,067,157
 $6,328,982
Total assets6,104,997
 6,480,430
 6,599,600
 6,770,109
 7,077,677
Total mortgage and other indebtedness, net4,465,294
 4,710,628
 4,683,333
 4,841,239
 4,733,135
Redeemable interests17,996
 25,330
 37,559
 34,639
 464,082
Total partners' capital1,329,076
 1,395,162
 1,541,533
 1,541,176
 1,458,164
Noncontrolling interests12,103
 4,876
 8,908
 19,179
 63,496
Total capital1,341,179
 1,400,038
 1,550,441
 1,560,355
 1,521,660

 Year Ended December 31,
 2016 2015 2014 2013 2012
OTHER DATA:         
Cash flows provided by (used in): 
  
  
  
  
Operating activities$468,577
 $495,022
 $468,063
 $464,741
 $481,181
Investing activities(1,446) (259,815) (234,855) (125,693) (246,683)
Financing activities(485,075) (236,246) (260,768) (351,806) (212,331)

(1)

(1)

Please refer toNotes 35,57and1516to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  

presented.  



 

 

December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

BALANCE SHEET DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment in real estate assets

 

$

4,061,996

 

 

$

4,785,526

 

 

$

5,156,835

 

 

$

5,520,539

 

 

$

5,857,953

 

Total assets

 

 

4,622,706

 

 

 

5,341,217

 

 

 

5,705,168

 

 

 

6,104,997

 

 

 

6,840,430

 

Mortgage and other indebtedness, net

 

 

3,527,015

 

 

 

4,043,180

 

 

 

4,230,845

 

 

 

4,465,294

 

 

 

4,710,628

 

Redeemable interests

 

 

2,160

 

 

 

3,575

 

 

 

8,835

 

 

 

17,996

 

 

 

25,330

 

Total partners' capital

 

 

838,193

 

 

 

1,020,347

 

 

 

1,227,067

 

 

 

1,329,076

 

 

 

1,395,162

 

Noncontrolling interests

 

 

23,961

 

 

 

12,111

 

 

 

9,701

 

 

 

12,103

 

 

 

4,876

 

Total capital

 

 

862,154

 

 

 

1,032,458

 

 

 

1,236,768

 

 

 

1,341,179

 

 

 

1,400,038

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

OTHER DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

273,405

 

 

$

377,242

 

 

$

430,405

 

 

$

468,577

 

 

$

495,022

 

Investing activities

 

 

24,586

 

 

 

(27,469

)

 

 

(75,812

)

 

 

9,988

 

 

 

(265,306

)

Financing activities

 

 

(296,448

)

 

 

(360,433

)

 

 

(351,482

)

 

 

(485,075

)

 

 

(236,246

)


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.

Executive Overview

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Our shopping centers are located in 2726 states, but are primarily in the southeastern and midwestern United States.  We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all of our business through the Operating Partnership. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. See Item 1. Businessfor a description of the number ofour Properties owned and under development as of December 31, 2016.

Net income2019.

We had a net loss for the year ended December 31, 2016 was $195.52019 of $131.7 million as compared to $119.0a net loss of $99.2 million in the prior-year period, representing an increaseperiod. The operating results of 64.3%. Our strategic initiativesour Properties declined further in 2019 due to refinethe ongoing challenges in the retail environment that have resulted in tenant bankruptcies, store closures and rental reductions for tenants with high occupancy costs. We recognized non-cash impairment losses of $239.5 million related to six malls and one community center and $61.8 million of expense related to a litigation settlement entered into in 2019, which were partially offset by gain on investments/deconsolidation of $67.2 million related to the sale of a portion of our portfolio, reduce leverageinterests in two joint ventures and strengthen our balance sheet have produced outstanding results. a gain on extinguishment of debt of $71.7 million related to two Malls.

Same-center NOI (see below) increased 2.3%decreased 6.5% as compared to the prior-year period. The 2.3% growth was driven by increases inStabilized mall same-center Mall occupancysales per square foot increased to 94.2% and a 2.1% increase in average annual base rents$386 for our same-center Malls.the current year from $379 for the prior-year period. Diluted earnings per share ("EPS") attributable to common shareholders was $0.75($0.89) per diluted share for the year ended December 31, 20162019 as compared to $0.34$(0.72) per diluted share for the prior-year period. FFO, as adjusted, per diluted share (see below) grew 3.9%decreased 21.4% for the year ended December 31, 20162019 to $2.41$1.36 per diluted share as compared to $2.32$1.73 per diluted share in the prior-year period.

Leasing

As our results for 2019 and guidance for 2020 indicate, we are facing ongoing challenges, including heightened bankruptcy and store closure activity from retailers as they struggle to succeed in an increasingly competitive and fast-changing industry. Revenues and occupancy were significantly impacted by retailer bankruptcies, store closings, including the liquidation or reorganization of several major retailers, and rent reductions for tenants with high occupancy costs.

Average leasing spreads for comparable space under 10,000 square feet in our stabilized malls were 7.6%down 8.6% for leases signed in 2016,2019, including a 1.2% increase11.5% decrease in renewal lease rates and a 28.2%9.1% increase for new leases. For the year ended December 31, 2016,Average annual base rents for our same-center salesmalls also decreased 1.6% to $376$31.85 per square foot as of December 31, 2019 compared to $382$32.64 per square foot infor the prior-year period. Occupancy

In 2019 we continued to execute our strategy to transform our properties into suburban town centers, primarily through the re-tenanting of former anchor locations as well as diversification of in-line tenancy. We also significantly extended our debt maturity schedule by replacing our unsecured credit facilities and unsecured term loans with a new $1.185 billion secured facility with 16 banks that closed in January 2019, which provides us the flexibility to execute on our operational and redevelopment goals. See Liquidity and Capital Resourcessection for more information. While the industry and our total portfolio increased 120 basis pointsCompany continue to 94.8% asface challenges, some of December 31, 2016 as comparedwhich may not be in our control, we believe that the strategies in place to 93.6% in the prior-year period.

The disposition program we announced in April 2014 is almost completeredevelop our Properties and we are pleased with the transformationdiversify our tenant mix will contribute to stabilization of our portfolio. As a result of this program, we have reduced the amount of our Total Mall NOI generated from Tier 3 Malls, which have sales under $300 per square foot, to 6.1% of Total Mall NOI at December 31, 2016 from 11% of Total Mall NOI at December 31, 2015. We anticipate adding a number of transformational projects to our development pipeline as we finalize plans forportfolio and undertake several anchor redevelopments related to the five Sears department stores and four Macy's stores that we acquiredrevenues in January 2017. Anchor redevelopments provide us with an opportunity to bring new uses and in-demand tenants to our centers, which many times increases overall traffic and sales at the center.    
future years.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure -Same-center Net Operating Income in “Results of Operations.”  For a description of FFO and FFO, as adjusted, a reconciliation from net income attributable to common shareholders to FFO allocable to Operating


Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure -Funds from Operationswithin the "Liquidity"Liquidity and Capital Resources"section.



Results of Operations

Comparison of the Year Ended December 31, 20162019 to the Year Ended December 31, 2015

2018

Properties that were in operation for the entire year during both 20162019 and 20152018 are referred to as the “2016“2019 Comparable Properties.”Since January 1, 2015,2018, we have opened two self-storage facilities and one community center developments and acquired one mall as follows:

Property

Location

Date Opened/AcquiredOpened

New Developments:

EastGate Mall - CubeSmart Self-storage (1)

Cincinnati, OH

September 2018

Parkway Plaza

The Shoppes at Eagle Point (1)

Fort Oglethorpe, GA

Cookeville, TN

March 2015

November 2018

Ambassador Town Center

Mid Rivers Mall – CubeSmart Self-storage (1)

Lafayette, LA

St. Peters, MO

April 2016
Acquisition:
Mayfaire Town CenterWilmington, NCJune 2015

January 2019

( 1 )

(1)Ambassador Town Center is a 65/35

A 50/50 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.

Revenues

The Properties listed above, with the exception of Ambassador Town Center, are included in our operations on a consolidated basis and are collectively referred to as the "2016 New Properties." The transactions related to the 2016 New Properties impact the comparison of the results of operations for the year ended December 31, 2016 to the results of operations for the year ended December 31, 2015.

 

 

Total for the Year

Ended December 31,

 

 

 

 

 

 

Comparable

Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

Core

 

 

Non-core

 

 

New

 

 

Dispositions

 

 

Change

 

Rental revenues

 

$

736,878

 

 

$

829,113

 

 

$

(92,235

)

 

$

(52,041

)

 

$

(1,817

)

 

$

 

 

$

(38,377

)

 

$

(92,235

)

Management, development and

   leasing fees

 

 

9,350

 

 

 

10,542

 

 

 

(1,192

)

 

 

(1,192

)

 

 

 

 

 

 

 

 

 

 

 

(1,192

)

Other

 

 

22,468

 

 

 

18,902

 

 

 

3,566

 

 

 

3,743

 

 

 

50

 

 

 

 

 

 

(227

)

 

 

3,566

 

Total revenues

 

$

768,696

 

 

$

858,557

 

 

$

(89,861

)

 

$

(49,490

)

 

$

(1,767

)

 

$

 

 

$

(38,604

)

 

$

(89,861

)

Revenues
Total revenues decreased by $26.8 million for 2016 compared to the prior year.

Rental revenues and tenant reimbursements decreased $20.7 millionfrom the Comparable Properties declined primarily due to astore closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2019 and 2018.

The decrease of $31.8 million from dispositions, which was partially offset by increases of $5.6 million related to the 2016 Comparable Properties and $5.5 million attributable to the 2016 New Properties. The $5.6 million increase in revenues of the 2016 Comparable Properties consists of a $9.0 million increase related to our core Properties partially offset by a $3.4 million decrease attributable to non-core Properties. Positive leasing spreads and increases in base rents from occupancy gains led to increases in minimum and percentage rents. Additionally, revenue from specialty leasing drove the growth in other rents. These increases were partially offset by a decline in tenant reimbursements.

Our cost recovery ratio was 99.6% for 2016 compared to 101.7% for 2015. The 2016 cost recovery ratio was lower due to higher seasonal expenses and a decline in tenant reimbursements.
The increase in management, development and leasing fees of $4.0$1.2 million was primarily attributabledue to increases in management fees from newterminated contracts to manage six malls and one community center for third parties, development fees related to the construction of an outlet center and several projects at unconsolidated affiliates and financing fees related to new loans, which closed in June 2016, secured by Ambassador Town Center, Fremaux Town Center and Hamilton Place.
In the fourth quarter of 2016, the Company's interest in the subsidiaryproperties that provided security and maintenance services to third parties was purchased by its joint venture partner. we were managing for third-party owners.

The Company's exit from this joint venture drove the majority of the decreaseincrease in other revenues of $10.1 million. See Note 8$3.6 million was primarily due to the consolidated financial statements for more information.

one-time payments from third parties to waive certain restrictions related to prior transactions.

Operating Expenses

 

 

Total for the Year

Ended December 31,

 

 

 

 

 

 

Comparable

Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

Core

 

 

Non-core

 

 

New

 

 

Dispositions

 

 

Change

 

Property operating

 

 

108,905

 

 

$

122,017

 

 

$

(13,112

)

 

$

(5,783

)

 

$

(87

)

 

$

 

 

$

(7,242

)

 

$

(13,112

)

Real estate taxes

 

 

75,465

 

 

 

82,291

 

 

 

(6,826

)

 

 

(4,301

)

 

 

(144

)

 

 

 

 

 

(2,381

)

 

 

(6,826

)

Maintenance and repairs

 

 

46,282

 

 

 

48,304

 

 

 

(2,022

)

 

 

1,222

 

 

 

(206

)

 

 

 

 

 

(3,038

)

 

 

(2,022

)

Property operating expenses

 

 

230,652

 

 

 

252,612

 

 

 

(21,960

)

 

 

(8,862

)

 

 

(437

)

 

 

 

 

 

(12,661

)

 

 

(21,960

)

Depreciation and amortization

 

 

257,746

 

 

 

285,401

 

 

 

(27,655

)

 

 

(12,252

)

 

 

(2,705

)

 

 

 

 

 

(12,698

)

 

 

(27,655

)

General and administrative

 

 

64,181

 

 

 

61,506

 

 

 

2,675

 

 

 

2,675

 

 

 

 

 

 

 

 

 

 

 

 

2,675

 

Loss on impairment

 

 

239,521

 

 

 

174,529

 

 

 

64,992

 

 

 

152,810

 

 

 

25,221

 

 

 

 

 

 

(113,039

)

 

 

64,992

 

Litigation settlement

 

 

61,754

 

 

 

 

 

 

61,754

 

 

 

61,754

 

 

 

 

 

 

 

 

 

��

 

 

 

61,754

 

Other

 

 

91

 

 

 

787

 

 

 

(696

)

 

 

(696

)

 

 

 

 

 

 

 

 

 

 

 

(696

)

Total operating expenses

 

$

853,945

 

 

$

774,835

 

 

$

79,110

 

 

$

195,429

 

 

$

22,079

 

 

$

 

 

$

(138,398

)

 

$

79,110

 

Total operating expenses decreased $2.8 million for 2016 compared to the prior year.

Property operating expenses including real estate taxes and maintenance and repairs,at the Comparable Properties decreased $1.9 million primarily due to a change in the classification of bad debt expense as a result of the adoption of ASC 842 effective January 1, 2019. Bad debt expense of $4.8 million was included in property operating expenses for the year ended December 31, 2018; however, beginning January 1, 2019, rental revenues that are estimated to be uncollectable are reflected as a decrease of $7.6in rental revenues. For the year ended December 31, 2019, we recognized $3.5 million from dispositions,as a reduction to rental revenues for amounts that are


estimated to be uncollectable, substantially all of which was partially offset by increases of $4.3 million related to the 2016 Comparable Properties and $1.4 million related to the 2016 New Properties. The increase attributable toremaining decrease in property operating expenses of the 2016 Comparable Properties includes increases of $3.2 million related to core Properties and $1.1 million attributable to non-core Properties. The $3.2 million increase at our core Properties was primarily due to increases in bad debt expense, maintenance and repairs, marketing and payroll expenses. Real estate tax expense and snow removal,declined as well as an increasea number of the Comparable Properties experienced reductions in real estate taxes from higher tax assessments. These increases were partially offset by decreases in payroll and related costs and utilities expense.



their respective markets.

The $15.0 million decrease in depreciation and amortization expense of $6.4 million resulted from decreasesthe Comparable Properties is primarily due to write-offs of $7.5 milliontenant improvements and intangible lease assets related to dispositionsstore closings in the prior year period, as well as a lower basis in depreciable assets resulting from impairments recorded in 2018 and $1.82019.

General and administrative expenses increased $2.7 million primarily due to higher legal expense related to litigation and adopting the 2016 Comparable Properties,new leasing standard in 2019, which resulted in discontinuing capitalizing the cost of leasing personnel for development and redevelopment projects, which were partially offset by an increase of $2.9 million attributable to the 2016 New Properties. The $1.8 million decrease attributable to the 2016 Comparable Properties includes a decrease of $3.4 million attributable to non-core Properties, partially offset by an increase of $1.6 million related to our core Properties. The $1.6 million increase at our core Properties is a result of an increase of $7.6 millionreductions in depreciation expense related to capital expenditures for renovations, redevelopmentssalary and deferred maintenance, which was partially offset by a decrease of $6.0 million in amortization of in-place leases and tenant improvements. The decrease related to in-place leases primarily resulted from in-place lease assets of Properties acquired in past years becoming fully amortized.

General and administrative expenses increased $1.2 million as compared to the prior-year period. General and administrative expenses for 2016 include $2.3stock compensation costs.

During 2019, we recognized $239.5 million of non-recurring professional fees expense (which represent one-time expenses that are not part of our normal operations) related to the recently completed SEC investigation and $2.6 million of expense related to litigation settlements. Excluding the impact of these items, general and administrative expenses decreased approximately $3.6 million as compared to the prior year. The $3.6 million decrease was primarily due to decreases in consulting and information technology expenses related to process and technology improvements completed in the prior-year period, as well as a decrease in payroll and related expenses attributable to a company-wide bonus paid to employees in 2015 for exceeding NOI budgets in 2014.

During 2016, we recognized impairmentsloss on impairment of real estate of $116.8 million to write down the book value of ninesix malls an associated center, aand one community center, three office buildings and three outparcels.center. During 2015,2018, we recorded impairmentsrecognized $174.5 million of loss on impairment of real estate to write down the book value of $105.9 million primarily attributable to twofive malls an associated center and a community center.undeveloped land. See Note 1516to the consolidated financial statements for additional information on these impairments.
Other expenses decreased $6.6

During 2019, we recognized $61.8 million due to a decrease of $4.3 millionlitigation settlement expense related to the divestiture of our interest, in the fourth quarter of 2016, in our subsidiary that provides security and maintenance services to third parties and $2.3 million of abandoned projects that were expensed in the prior-year period.

Other Income and Expenses
Interest and other income decreased $4.9 million in 2016 primarily due to $4.9 million received in the prior year as a partial settlement of a class action lawsuit.
Interest expense decreased $13.0 million in 2016 compared to the prior-year period. The $13.0 million decrease consists of decreases of $11.8 million attributable to the 2016 Comparable Properties and $1.2 million related to dispositions. The $11.8 million decrease related to the 2016 Comparable Properties primarily consists of a decrease of $14.6 million attributable to our core Properties, partially offset by an increase of $2.8 million in accrued default interest related to three malls that are in foreclosure proceedings. Interest expense related to property-level debt declined $19.1 million from the retirement of secured debt with borrowings from our lines of credit and net proceeds from dispositions. We also recognized a $1.8 million decrease in expense related to our interest rate swaps, which matured in April 2016. These decreases were partially offset by an increase in interest expense related to our corporate-level debt resulting from increased intra-year balances on our lines of credit related to the retirement of secured debt as well as interest expense from the issuance of the 2026 Notes in December 2016.
During 2015, we recorded a gain on extinguishment of debt of $0.3 million due to the early retirement of a mortgage loan.
In 2016, we recognized a gain on investments of $7.5 million which consisted of a $10.1 million gain from the redemption of our remaining investment in a Chinese real estate company, which was partially offset by a $2.6 million loss attributable to the divestiture of our subsidiary that provided maintenance and security services to third parties. We recorded a gain on investment of $16.6 million in 2015 related to the sale of all of our marketable securities.
The income tax benefit of $2.1 million in 2016 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current and deferred tax benefit of $1.2 million and $0.9 million, respectively. The income tax provision of $2.9 million in 2015 consists of a current tax provision of $3.1 million and a deferred tax benefit of $0.2 million.
Equity in earnings of unconsolidated affiliates increased by $99.3 million during 2016. The increase is primarily attributable to gains on sales of real estate assets of $97.4 million primarily related to the disposal of interests in two malls, two community centers and four office buildings.
In 2016, we recognized a $29.6 million gain on sales of real estate assets, which consisted primarily of $27.4 million related to the sale of a community center, an outparcel project at an outlet center and 18 outparcels and $2.2 million attributable to a parking deck project. In 2015, we recognized a $32.2 million gain on sales of real estate assets of $21.3 million from the sale of three Properties in our portfolio and $10.9 million primarily attributable to the sale of interests in two apartment complexes and ten outparcels.


Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014
Properties that were in operation for the entire year during both 2015 and 2014 are referred to as the “2015 Comparable Properties.” From January 1, 2014 to December 31, 2015, we opened one open-air center, one outlet center and one community center development and acquired one mall as follows:
PropertyLocationDate Opened/Acquired
New Developments:
Fremaux Town Center (1)
Slidell, LAMarch 2014
The Outlet Shoppes of the Bluegrass (2)
Simpsonville, KYJuly 2014
Parkway PlazaFort Oglethorpe, GAMarch 2015
Acquisition:
Mayfaire Town CenterWilmington, NCJune 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.
The Properties listed above, with the exception of Fremaux Town Center, are included in our operations on a consolidated basis and are collectively referred to as the "2015 New Properties." The transactions related to the 2015 New Properties impact the comparison of the results of operations for the year ended December 31, 2015 to the results of operations for the year ended December 31, 2014.
Revenues
Total revenues decreased by $5.7 million for 2015 compared to the prior year. Rental revenues and tenant reimbursements increased $0.2 million due to increases of $16.1 million from the 2015 New Properties and $1.8 million attributable to the 2015 Comparable Properties, partially offset by a decrease of $17.7 million related to dispositions. The $1.8 million increase in revenues of the 2015 Comparable Properties was primarily due to increases in percentage rents and tenant reimbursements.
Our cost recovery ratio increased to 101.7% for 2015 compared to 98.9% for 2014. The 2015 cost recovery ratio was higher due to our continued focus on controlling expenses as well as a decrease in snow removal costs and janitorial contract expense as compared to the prior year.
The decrease in management, development and leasing fees of $2.0 million was primarily attributable to a decrease in management fees related to properties that the Company no longer manages and a decrease in development fees, as there was a higher level of development projects at unconsolidated affiliates in 2014. These decreases were partially offset by an increase in leasing commissions.
Other revenues decreased $3.9 million primarily related to our subsidiary that provides security and maintenance services to third parties.
Operating Expenses
Total operating expenses increased $91.8 million for 2015 compared to the prior year. The increase was primarily due to impairment of real estate assets as described below. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $10.6 million primarily due to decreases of $10.6 million from dispositions and $4.0 million related to the 2015 Comparable Properties, partially offset by an increase of $4.0 million related to the 2015 New Properties. The decrease attributable to the Comparable Properties was primarily due to lower operating costs, including snow removal, electricity, payroll and marketing, as we continue to focus on controlling operating expenses. These decreases were partially offset by increases in real estate taxes that were primarily attributable to Properties where we have opened redevelopments and expansions.
The increase in depreciation and amortization expense of $7.8 million resulted from increases of $8.6 million related to the 2015 New Properties and $1.6 million attributable to the 2015 Comparable Properties, partially offset by $2.4 million related to dispositions. The $1.6 million increase attributable to the 2015 Comparable Properties is primarily attributable to an increase of $7.1 million in depreciation expense related to capital expenditures for renovations, redevelopments and deferred maintenance and an increase of $0.6 million in amortization of deferred leasing costs related to expansions. These increases were partially offset by decreases of $4.1 million for amortization of tenant improvements and $2.4 million in amortization of in-place leases. The decrease related to amortization of tenant improvements was primarily driven by the significant number of bankruptcies and tenant write-offs


in the prior-year period. The decrease related to in-place leases primarily results from in-place lease assets of Properties acquired in past years becoming fully amortized.
General and administrative expenses increased $11.8 million primarily as a result of increases in payroll and related expenses, which includes a company-wide bonus paid to employees for exceeding NOI budgets in 2014, and in professional fees primarily due to process and technology improvements. These increases were partially offset by a decrease in state taxes and an increase in capitalized overhead related to development projects. As a percentage of revenues, general and administrative expenses were 5.9% in 2015 compared to 4.7% in 2014.
During 2015, we recorded impairments of real estate of $105.9 million primarily attributable to four Properties. During 2014, we recorded impairments of real estate of $17.9 million primarily attributable to three Property dispositions. See Note 15to the consolidated financial statements for additional information on these impairments.
Other expenses decreased $5.3 million primarily due to a decrease of $7.5 million in expenses related to our subsidiary that provides security and maintenance services to third parties, which was partially offset by an increase of $2.2 million from abandoned projects.
more information.

Other Income and Expenses

Interest and other income decreased $7.7increased $0.9 million in 20152019 compared to the prior-year period primarily due to additional interest income received related to a decrease of $6.8 million received in partial legal settlements and insurance claims proceeds and a decrease of $0.6 million in dividend income from the sale of all of our marketable securitiesmortgage note receivable that was retired in the first quarter of 2015.

current year.

Interest expense decreased $10.5$13.8 million in 20152019 compared to the prior-year period. InterestThe decrease was primarily due to a $13.5 million decrease in property-level interest expense, related to property-level debt declined $27.1 millionincluding default interest expense, due to dispositions of encumbered properties during 2019 and retirementa paydown in May 2019 of secured debt with borrowings from our linesa portion of credit, partially offset by interest expense on a New Propertythe loan that is owned in a consolidated joint venture. These declines weresecured by The Outlet Shoppes at Laredo. This decrease was partially offset by an increase of $3.2 million in corporate-level interest expense due to higher variable rates on our corporate-level debt as compared to the prior-year, partially related to the Notes that we issued in October 2014 and a decrease of $3.3 million in capitalizedhigher interest due to a lower level of development projects in 2015rate on our new secured credit facility as compared to 2014.

with the previous credit facility, as well as increases in LIBOR. 

During 2015,2019, we recorded a$71.7 million of gain on extinguishment of debt of $0.3 million duerelated to two malls. We transferred Acadiana Mall to the early retirement of a mortgage loan. During 2014, we recorded a gain on extinguishment of debt of $87.9 million which consisted primarily of $89.4 million related to a gain on extinguishment of debt from the transfer of three malls to their respective lenderslender in settlementsatisfaction of the non-recourse debt secured by the Properties. This gain was partially offset by $1.5 million in prepayment feesproperty. We sold Cary Towne Center and used the net proceeds from the early retirementsale to satisfy a portion of two mortgage loans.the non-recourse loan that secured the property. The remaining principal balance was forgiven.

During 2019, we recorded $67.2 million of gain on deconsolidation related to The Outlet Shoppes at El Paso and The Outlet Shoppes at Atlanta. See Note 47 to the consolidated financial statements for more information on these transactions.

We recorded a gain on investment of $16.6 million in 2015 related to the sale of all of our marketable securities.
Equity in earnings of unconsolidated affiliates increased by $3.4 million during 2015. The increase is primarily attributable to gains recognized for the sale of ten outparcels and a full year of equity in earnings of Fremaux Town Center, which was not fully open until later in 2014.
information.

The income tax provision of $2.9$3.2 million in 20152019 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current tax provision of $3.1$0.5 million and a deferred tax provision of $2.7 million. The income tax benefit of $1.6 million in 2018 consists of a current tax provision of $1.3 million and a deferred tax benefit of $0.2$2.9 million.

Equity in earnings of unconsolidated affiliates decreased by $9.7 million during 2019 compared to the prior-year period. The income tax provisiondecrease was primarily due to an increase in depreciation and amortization expense related to the retirement of $4.5 millioncertain real estate assets and decreases in 2014 consists of a currentrental revenues at several malls primarily due to store closures and deferred tax provision of $3.2 million and $1.3 million, respectively.

rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy.

In 2015,2019, we recognized a $32.2$16.3 million of gain on sales of real estate which consisted of $21.3 million from the sale of three Properties in our portfolio and $10.9 millionassets primarily attributablerelated to the sale of interests in two apartment complexescenters, a hotel, an office building and tenseven outparcels. In 2014,2018, we recognized a $5.3$19.0 million gain on sales of real estate assets, which consisted of $4.4included $7.5 million fromfor the sale of 13 outparcelsfour operating properties and $0.9$11.5 million related to the sale of the expansion portion of an associated center.

The operating loss from discontinued operations for 2014 of $0.2 million includes a $0.7 million loss on impairment of real estate, to true-up a Property sold at the end of 2013, partially offset by settlements of estimated expenses based on actual results for Properties sold in previous periods. In 2014, we recognized a $0.3 million gain on discontinued operations for true-ups for Properties sold in previous periods.     
12 outparcels.



See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2018 for a comparison of the year ended December 31, 2018 to the year ended December 31, 2017.

Non-GAAP Measure

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other Properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated Properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated Properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of our shopping center Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another.

We include a Property in our same-center pool when we have owned all or a portion of the Property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year ended December 31, 20152018 and the current year ended December 31, 2016.2019. New Properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool, thatwhich would otherwise meet thisthese criteria, are Properties whichthat are being repositioned or Properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related Property or return the Property to the lender and those in which we own a noncontrolling interest of 25% or less. Chesterfieldlender. Greenbrier Mall Midland Mall and Wausau Center are classified as Lender Malls at December 31, 2016. As of December 31, 2016, Cary Town Center and Hickory Point Mall were classified as Repositioning Malls. Triangle Town Center and River Ridge Mall are classified as Minority InterestLender Malls as of December 31, 2016.2019.


Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income attributable to the Company(loss) for the years ended December 31, 2016201 9 and 2015201 8 is as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Net loss

 

$

(131,720

)

 

$

(99,229

)

Adjustments: (1)

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

298,989

 

 

 

318,658

 

Interest expense

 

 

227,151

 

 

 

237,892

 

Abandoned projects expense

 

 

91

 

 

 

787

 

Gain on sales of real estate assets

 

 

(16,901

)

 

 

(20,608

)

Gain on extinguishment of debt

 

 

(71,722

)

 

 

 

Gain on investments/deconsolidation

 

 

(67,242

)

 

 

 

Loss on impairment

 

 

239,521

 

 

 

174,529

 

Litigation settlement

 

 

61,754

 

 

 

 

Income tax provision (benefit)

 

 

3,153

 

 

 

(1,551

)

Lease termination fees

 

 

(3,794

)

 

 

(10,105

)

Straight-line rent and above- and below-market rent

 

 

(6,781

)

 

 

3,387

 

Net (income) loss attributable to noncontrolling interests

   in other consolidated subsidiaries

 

 

(739

)

 

 

973

 

General and administrative expenses

 

 

64,181

 

 

 

61,506

 

Management fees and non-property level revenues

 

 

(12,203

)

 

 

(14,143

)

Operating Partnership's share of property NOI

 

 

583,738

 

 

 

652,096

 

Non-comparable NOI

 

 

(21,648

)

 

 

(51,131

)

Total same-center NOI

 

$

562,090

 

 

$

600,965

 

 Year Ended December 31,
 2016 2015
Net income$195,531
 $119,015
Adjustments: (1)
   
Depreciation and amortization322,539
 330,500
Interest expense235,586
 258,047
Abandoned projects expense56
 2,373
Gain on sales of real estate assets(126,997) (34,240)
(Gain) loss on extinguishment of debt197
 (256)
Gain on investments(7,534) (16,560)
Loss on impairment116,822
 105,945
Income tax provision (benefit)(2,063) 2,941
Lease termination fees(2,211) (4,660)
Straight-line rent and above- and below-market rent(2,081) (7,403)
Net income attributable to noncontrolling interests in other consolidated subsidiaries(1,112) (5,473)
General and administrative expenses63,332
 62,118
Management fees and non-property level revenues(17,026) (24,958)
Operating Partnership's share of property NOI775,039
 787,389
Non-comparable NOI(58,967) (87,716)
Total same-center NOI 
$716,072
 $699,673

(1)

(1)

Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.



Same-center NOI increased $16.4decreased $38.9 million for the year ended December 31, 20162019 compared to 2015. Our2018. The NOI growthdecline of 2.3%6.5% for 20162019 was driven primarily by an increasea decline in total revenue of $14.7$48.8 million in minimum and percentage rents as we continued to realize benefits from rent growth and occupancy increases. Positive leasing spreads of 7.6% for our Stabilized Mall portfolio and the increase in same-center Mall occupancy to 94.2% as of December 31, 2016 compared to 93.7% for 2015 contributed to the increase in rents. Additionally, average annual base rents for our same-center Malls increased 2.1% to $32.82 as of December 31, 2016 compared to $32.15 in 2015. These increases were partially offset by a $9.9 million decline in total operating expenses. Rental revenues declined $58.0 million during 2019 primarily due to the impact of $0.5store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy. The decrease in rental revenues includes the impact of $4.8 million of uncollectable revenues, which was formerly categorized as bad debt expense included in property operating expense in the prior-year period. The $9.9 million decrease in total operating expenses was primarily driven by bad debt expense of $5.0 million in tenant reimbursements. Our operating expenses declined $2.5 million on a same-center basis due to lower utility expenses and payroll costs. Maintenance and repair expenses, as compared to the prior-year period increased $1.4 million due to higher snow removal expenditures and other maintenance costs.

a decrease in real estate tax expense of $4.2 million.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

We derive the majority of our revenues from the Mall Properties. The sources of our revenues by property type were as follows:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Malls

 

 

91.0

%

 

 

91.2

%

Other Properties

 

 

9.0

%

 

 

8.8

%

 Year Ended December 31,
 2016 2015
Malls90.3% 89.5%
Associated centers3.8% 3.8%
Community centers1.7% 1.9%
Mortgages, office buildings and other4.2% 4.8%

Mall Store Sales

Mall store sales include reporting mall tenants of 10,000 square feet or less for Stabilized Malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot for Mall tenants of 10,000 square feet or less:

 

 

Year Ended December 31,

 

 

 

 

 

 

 

2019

 

 

2018

 

 

% Change

 

Stabilized mall same-center sales per square foot

 

$

386

 

 

$

379

 

 

 

2

%

Stabilized mall sales per square foot

 

$

386

 

 

$

377

 

 

 

2

%

 Year Ended December 31,  
 2016 2015 % Change
Stabilized Mall same-center sales per square foot$376 $382 (1.6)%

Occupancy

Our portfolio occupancy is summarized in the following table (1):

 

 

As of December 31,

 

 

 

2019

 

 

2018

 

Total portfolio

 

 

91.2

%

 

 

93.1

%

Malls:

 

 

 

 

 

 

 

 

Total Mall portfolio

 

 

89.8

%

 

 

91.8

%

Same-center Malls

 

 

89.8

%

 

 

91.9

%

Stabilized Malls

 

 

90.0

%

 

 

92.1

%

Non-stabilized Malls (2)

 

 

83.8

%

 

 

76.7

%

Other Properties:

 

 

96.0

%

 

 

97.4

%

Associated centers

 

 

95.6

%

 

 

97.4

%

Community centers

 

 

96.0

%

 

 

97.2

%

 As of December 31,
 2016 2015
Total portfolio 
94.8% 93.6%
Total Mall portfolio94.1% 93.1%
Same-center Malls94.2% 93.7%
Stabilized Malls 
94.2% 93.3%
Non-stabilized Malls (2)
92.8% 91.3%
Associated centers96.9% 94.6%
Community centers98.2% 97.1%

(1)

(1)

As noted in Item 2. Properties, excluded Properties are not included in occupancy metrics.

(2)

(2)

Represents occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at AtlantaLaredo as of December 31, 20162019 and occupancy for Fremaux Town Center, The Outlet Shoppes of the Bluegrass, and The Outlet Shoppes at Atlanta as of December 31, 2015.2018.



Bankruptcy-related store closures impacted 2019 occupancy by approximately 398 basis points or 702,000 square feet.

Leasing

The following is a summary of the total square feet of leases signed in the year ended December 31, 20162019 as compared to the prior-year period:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Operating portfolio:

 

 

 

 

 

 

 

 

New leases

 

 

1,054,336

 

 

 

1,131,057

 

Renewal leases

 

 

2,502,001

 

 

 

2,627,560

 

Development portfolio:

 

 

 

 

 

 

 

 

New leases

 

 

306,688

 

 

 

441,594

 

Total leased

 

 

3,863,025

 

 

 

4,200,211

 


 Year Ended December 31,
 2016 2015
Operating portfolio:   
New leases1,412,130
 1,728,843
Renewal leases2,323,516
 2,840,544
Development portfolio:   
New leases563,196
 372,063
Total leased4,298,842
 4,941,450

Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 2016201 9 and 2015,201 8 , including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each Property type (1):

 

 

December 31,

 

 

 

2019

 

 

2018

 

Malls:

 

 

 

 

 

 

 

 

Same-center Stabilized Malls

 

$

31.85

 

 

$

32.64

 

Stabilized Malls

 

 

31.95

 

 

 

32.59

 

Non-stabilized Malls (2)

 

 

24.25

 

 

 

25.02

 

Other Properties:

 

 

15.51

 

 

 

15.29

 

Associated centers

 

 

13.84

 

 

 

13.82

 

Community centers

 

 

17.04

 

 

 

16.72

 

Office buildings

 

 

19.04

 

 

 

17.22

 

 December 31,
 2016 2015
Same-center Stabilized Malls$32.82
 $32.15
Stabilized Malls32.96
 31.47
Non-stabilized Malls (2)
26.60
 25.69
Associated centers13.90
 13.95
Community centers16.10
 16.15
Office buildings18.69
 19.51

(1)

(1)

As noted in Item 2. Properties, excluded Properties are not included in base rent. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.

(2)

(2)

Represents average annual base rents for Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at AtlantaLaredo as of December 31, 20162019 and average annual base rents for Fremaux Town Center, The Outlet Shoppes of the Bluegrass, and The Outlet Shoppes at Atlanta as of December 31, 2015.2018.

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 20162019 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows:

Property Type

 

Square

Feet

 

 

Prior Gross

Rent PSF

 

 

New Initial

Gross Rent

PSF

 

 

% Change

Initial

 

 

New Average

Gross Rent

PSF (2)

 

 

% Change

Average

 

All Property Types (1)

 

 

2,075,440

 

 

$

36.75

 

 

$

33.30

 

 

 

(9.4

)%

 

$

33.81

 

 

 

(8.0

)%

Stabilized Malls

 

 

1,922,548

 

 

 

37.45

 

 

 

33.76

 

 

 

(9.9

)%

 

 

34.25

 

 

 

(8.6

)%

New leases

 

 

295,391

 

 

 

35.02

 

 

 

36.28

 

 

 

3.6

%

 

 

38.21

 

 

 

9.1

%

Renewal leases

 

 

1,627,157

 

 

 

37.90

 

 

 

33.30

 

 

 

(12.1

)%

 

 

33.53

 

 

 

(11.5

)%

Property Type 
Square
Feet
 
Prior Gross
Rent PSF
 
New Initial
Gross Rent
PSF
 
% Change
Initial
 
New Average
Gross Rent
PSF (2)
 
% Change
Average
All Property Types (1)
 1,852,025
 $41.21
 $42.93
 4.2% $44.30
 7.5%
Stabilized Malls 1,727,723
 42.33
 44.14
 4.3% 45.56
 7.6%
New leases 444,841
 39.60
 47.95
 21.1% 50.75
 28.2%
Renewal leases 1,282,882
 43.27
 42.82
 (1)% 43.77
 1.2%

(1)

(1)

Includes Stabilized Malls, associated centers, community centers and other.

(2)

(2)

Average gross rent does not incorporate allowable future increases for recoverable common areaCAM expenses.



New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the year ended December 31, 20162019 based on commencement date is as follows:

 

 

Number

of

Leases

 

 

Square

Feet

 

 

Term

(in

years)

 

 

Initial

Rent

PSF

 

 

Average

Rent

PSF

 

 

Expiring

Rent

PSF

 

 

Initial Rent

Spread

 

 

Average Rent

Spread

 

Commencement 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

106

 

 

 

222,063

 

 

 

7.22

 

 

$

42.86

 

 

$

45.21

 

 

$

44.07

 

 

$

(1.21

)

 

 

(2.7

)%

 

$

1.14

 

 

 

2.6

%

Renewal

 

 

539

 

 

 

1,656,150

 

 

 

2.72

 

 

 

31.43

 

 

 

31.65

 

 

 

35.98

 

 

 

(4.55

)

 

 

(12.6

)%

 

 

(4.33

)

 

 

(12.0

)%

Commencement 2019 Total

 

 

645

 

 

 

1,878,213

 

 

 

3.46

 

 

 

32.78

 

 

 

33.26

 

 

 

36.94

 

 

 

(4.16

)

 

 

(11.3

)%

 

 

(3.68

)

 

 

(10.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commencement 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

48

 

 

 

173,023

 

 

 

7.55

 

 

 

28.88

 

 

 

30.41

 

 

 

24.92

 

 

 

3.96

 

 

 

15.9

%

 

 

5.49

 

 

 

22.0

%

Renewal

 

 

217

 

 

 

667,644

 

 

 

2.73

 

 

 

30.06

 

 

 

30.37

 

 

 

34.50

 

 

 

(4.44

)

 

 

(12.9

)%

 

 

(4.13

)

 

 

(12.0

)%

Commencement 2020 Total

 

 

265

 

 

 

840,667

 

 

 

3.60

 

 

 

29.81

 

 

 

30.38

 

 

 

32.53

 

 

 

(2.72

)

 

 

(8.4

)%

 

 

(2.15

)

 

 

(6.6

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 2019/2020

 

 

910

 

 

 

2,718,880

 

 

 

3.50

 

 

$

31.86

 

 

$

32.37

 

 

$

35.57

 

 

$

(3.71

)

 

 

(10.4

)%

 

$

(3.20

)

 

 

(9.0

)%

We are working to diversify and stabilize revenues. In recent months, we have opened 15 new tenants in former anchor locations, adding more productive, higher traffic-driving uses. Also, we have another dozen committed replacements either under construction or with planning underway. We are proactively reducing our exposure to apparel retailers with more than 76% of 2019 mall leasing completed with non-apparel tenants.     


  
Number
of
Leases
 
Square
Feet
 
Term
(in
years)
 
Initial
Rent
PSF
 
Average
Rent
PSF
 
Expiring
Rent
PSF
 
Initial Rent
Spread
 
 Average Rent
Spread
Commencement 2016:                    
New 190
 523,318
 8.45
 $47.25
 $49.91
 $39.74
 $7.51
 18.9% $10.17
 25.6%
Renewal 542
 1,435,842
 3.84
 44.02
 44.98
 43.80
 0.22
 0.5% 1.18
 2.7%
Commencement 2016 Total 732
 1,959,160
 5.04
 $44.89
 $46.29
 $42.72
 $2.17
 5.1% $3.57
 8.4%
                     
Commencement 2017:                    
New 49
 135,628
 8.73
 $52.86
 $55.99
 $41.57
 $11.29
 27.2% $14.42
 34.7%
Renewal 151
 409,562
 3.81
 37.72
 38.38
 37.85
 (0.13) (0.3)% 0.53
 1.4%
Commencement 2017 Total 200
 545,190
 5.01
 $41.49
 $42.76
 $38.77
 $2.72
 7.0% $3.99
 10.3%
                     
Total 2016/2017 932
 2,504,350
 5.03
 $44.15
 $45.52
 $41.86
 $2.29
 5.5% $3.66
 8.7%

Liquidity and CapitalCa pital Resources

In December 2016,January 2019, we closed onentered into a $400new $1.185 billion senior secured credit facility, which included a fully-funded $500 million offeringterm loan and a revolving line of seniorcredit with a borrowing capacity of $685 million. The facility replaced all of the Company's prior unsecured notes.bank facilities, which included three unsecured term loans with an aggregate balance of $695 million and three unsecured revolving lines of credit with an aggregate capacity of $1.1 billion. At closing, we utilized the line of credit to reduce the principal balance of the unsecured term loans from $695 million to $500 million. The 2026 Notes maturefacility matures in December 2026July 2023 and bearbears interest at a fixed-ratevariable rate of 5.95%LIBOR plus 2.25%. NetThe Operating Partnership is required to pay an annual facility fee on the line of credit balance, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $35 million per year in quarterly installments. The senior secured credit facility is secured by a portfolio of the Company’s Properties consisting of seventeen malls and three associated centers. The facility contains customary provisions upon which the Properties may be released from the collateral securing the Facility. The senior secured credit facility contains, among other restrictions, various restrictive covenants that are defined and computed on the same basis as the covenants required under the Notes. Such covenants relate to the Operating Partnership's and the Company's aggregate unsecured debt, aggregate secured debt, maintenance of unencumbered assets and debt service coverage. The Credit Agreement for the senior secured credit facility contains default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods). Any default (i) in the payment of any recourse indebtedness greater than or equal to $50.0 million (for the Company's ownership share), or any non-recourse indebtedness greater than or equal to $150.0 million (for the Company's ownership share) or (ii) that results in the acceleration of the maturity of recourse indebtedness greater than or equal to $50.0 million (for the Company's ownership share), or any non-recourse indebtedness greater than or equal to $150.0 million (for the Company's ownership share) of the Company or the Operating Partnership will constitute an event of default under the Credit Agreement. At all times during the term of the Credit Agreement, there shall be no fewer than ten Borrowing Base Properties (as defined in the Credit Agreement) which have an aggregate occupancy rate of not less than 80% on a quarterly basis. In addition, at all times the Company shall be required to maintain a minimum debt yield of 10% for the Borrowing Base Properties based on the outstanding balance of the facility. The Credit Agreement provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the facility may be accelerated and the lenders' commitments may be terminated. The Company is a limited guarantor of the Operating Partnership's obligations under the terms of the new Credit Agreement.

During 2019, we reduced our total pro rata share of debt by $409.0 million excluding debt issuance costs. In addition to scheduled amortization, we sold Cary Towne Center and transferred Acadiana Mall to the lender, which resulted in a reduction of $163.5 million. We closed on $185.7 million in gross asset sales, which consisted of $137.1 million related to the sale of properties and outparcels and $48.6 million related to the sale of a portion of our interests in two joint ventures. In conjunction with the sale of our interests in these joint ventures, our partner assumed $30.0 million of related debt. Excess proceeds from the sales were used primarilyto retire debt. See Note 6and Note 7for additional information on dispositions.

In 2019, we entered into four unconsolidated construction loans totaling $38.3 million. We refinanced the loan secured by one of our consolidated malls to increase the principal balance to $50.0 million and used the net proceeds from the new loan to retire the existing $41.0 million loan. Also, we exercised an option to extend the loan secured by a consolidated mall to May 2021. In conjunction with the extension, a payment of $10.8 million was made to reduce amountsthe outstanding balance of the loan to $43.0 million, of which our joint venture partner funded its 35% share. See Note 7and Note 8to the consolidated financial statements for more information on 2019 loan activity.

In April 2019, we entered into a settlement agreement and release with respect to a class action lawsuit. Under the terms of the settlement agreement, we did not pay any dividends to holders of our common stock payable in the third and fourth quarters of 2019. Unrelated to the settlement agreement, the board of directors decided to suspend dividends in 2020, subject to quarterly review. See Note 15to the consolidated financial statements for more information related to the settlement.

As of December 31, 2019, we had $310.9 million outstanding on our unsecuredsecured line of credit facilities. We continue to focus on growing our poolleaving $374.1 million of unencumbered Properties.availability, after considering outstanding letters of credit of $4.8 million, as well as unrestricted cash and cash equivalents of $32.8 million. Our total pro rata share of debt at December 31, 2019 was $4.3 billion. Our consolidated unencumbered Propertiesproperties generated approximately 48%27.4% of total consolidated NOI for the year ended December 31, 20162019 (excluding Lender Properties). We have three malls in the foreclosure process. Midland Mall was returned to the lender in January 2017dispositions and we anticipate the foreclosure process for the other two Properties will be complete in early 2017. We restructured four operating Property loans with an aggregate loan balance of $162.1 million, reducing the weighted-average interest rate from 6.63% to a weighted-average interest rate of 4.75%Excluded Malls). Subsequent to December 31, 2016, we retired four loans with an aggregate balance of $160.1 million to add to our portfolio of unencumbered Properties. We retired loans securing eight Properties with an aggregate total loan balance, at our share, of $210.1 million during 2016, adding these Properties to the unencumbered pool.

We derive athe majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources, andincluding but not limited to, the availability under our secured line


of credit facilities, the suspension of dividends on our preferred stock and common stock and proceeds from dispositions will, for the foreseeable future, provide adequate liquidity to meet our cash needs. In addition to these factors, subject to market conditions, we have options available to us to generate additional liquidity, including but not limited to, debt and equity offerings, joint venture investments, net proceeds from dispositions, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our Propertiesproperties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows - Operating, Investing and Financing Activities

There was $19.0$59.1 million of unrestricted cash, and cash equivalents and restricted cash as of December 31, 2016, a decrease2019, an increase of $17.9$1.6 million from December 31, 2015.2018. Of this amount, $32.8 million was unrestricted cash as of December 31, 2019. Our net cash flows are summarized as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

Net cash provided by operating activities

 

$

273,408

 

 

$

377,242

 

 

$

(103,834

)

Net cash provided by (used in) investing activities

 

 

24,586

 

 

 

(27,469

)

 

 

52,055

 

Net cash used in financing activities

 

 

(296,448

)

 

 

(360,433

)

 

 

63,985

 

Net cash flows

 

$

1,546

 

 

$

(10,660

)

 

$

12,206

 

 Year Ended December 31,   Year Ended December 31,  
 2016 2015 Change 2015 2014 Change
Net cash provided by operating activities$468,579
 $495,015
 $(26,436) $495,015
 $468,061
 $26,954
Net cash used in investing activities(1,446) (259,815) 258,369
 (259,815) (234,855) (24,960)
Net cash used in financing activities(485,074) (236,246) (248,828) (236,246) (260,768) 24,522
Net cash flows$(17,941) $(1,046) $(16,895) $(1,046) $(27,562) $26,516


Cash Provided by Operating Activities

Cash provided by operating activities during 2019 decreased $103.8 million to $273.4 million from $377.2 million during 2018. The decrease in operating cash flows was primarily due to a decline in rental revenues related to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy, properties that were disposed of and payment of amounts under the class action litigation settlement.

Cash providedProvided by operating activities during 2016 decreased $26.4 million to $468.6 million from $495.0 million during 2015. The decrease in operating cash flows was primarily attributable to operating cash flows related to Properties sold in 2016 and lower cash paid for interest as we continued our strategy of retiring higher-rate secured debt with availability on our lower-rate unsecured lines of credit and net proceeds from the 2026 Notes. These decreases were partially offset by increases in operating cash flow as a result of the increase in same-center NOI of 2.3% and the 2016 New Properties. Cash provided by operating activities during 2015 increased $26.9 million to $495.0 million from $468.1 million during 2014. The increase in operating cash flows was primarily attributable to a decrease in cash paid for interest as we continued our strategy of retiring higher-rate secured debt with lower-rate unsecured debt as well as a slight increase in same-center NOI and cash flows from the 2015 New Properties. These increases were partially offset by operating cash flows related to Properties sold in 2015 and higher general and administrative expenses due to one-time business and process technology improvements.

Cash Used in(Used in) Investing Activities

Cash provided by investing activities during 2019 was $24.6 million, representing a $52.1 million difference as compared to cash used by investing activities of $27.5 million in the prior-year period. The cash inflow for 2019 was primarily related to a greater amount of proceeds from sales in the current year combined with lower cash paid for capital expenditures as we continue to focus on controlling such expenditures. These increases were partially offset by a lower amount of distributions from unconsolidated affiliates in 2019 as we received a distribution from an unconsolidated affiliate in 2018 related to excess proceeds from the refinancing of a mortgage loan.

Cash flows used in investing activities during 2016 were $1.4 million, representing a $258.4 million difference as compared to cash used in investing activities of $259.8 million in the prior-year period. Cash used in investing activities in 2016 related to our development, redevelopment, renovation and expansion programs as well as tenant improvements and ongoing deferred maintenance at our Properties, which was offset by a higher amount of proceeds from the sale of several consolidated and unconsolidated Properties and higher distributions from our unconsolidated affiliates related to proceeds from sales of Properties and excess proceeds from the refinancing of certain loans. Cash used in investing activities in 2015 included $192.0 million related to the acquisition of Mayfaire Town Center and $218.9 million of expenditures related to our development, redevelopment, renovation and expansion programs as well as tenant improvements and ongoing deferred maintenance at our Properties, which were partially offset by net proceeds of $20.8 million received from the sale of all our marketable securities and $132.2 million in net proceeds received primarily from the sale of a mall, five other Properties and interests in two apartment complexes.

Cash Used in Financing Activities

Cash flows used in financing activities during 2019 was $296.4 million as compared to $360.4 million in the prior-year period. The reduction in our common and preferred stock dividend resulted in savings in dividends and distributions paid to common and preferred shareholders and the noncontrolling interest holders in the Operating Partnership. This was partially offset by the additional principal payments on debt and the payment of deferred financing costs, which were mostly related to our new secured credit facility.

See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in financing activities during 2016 were $485.1 million as comparedour annual report on Form 10-K for the year ended December 31, 2018 for a comparison of the year ended December 31, 2018 to $236.2 million in the prior-year period. The $248.8 million increase was driven primarily by the use of net proceeds from the sales of consolidated and unconsolidated Properties that were used to reduce borrowings on our unsecured lines of credit. Additionally, the prior-year period included borrowings of $192.0 million to acquire Mayfaire Town Center.

Debt
year ended December 31, 2017.

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of our debt.

CBL is a limited guarantor of the Notes, issued byas described in Note 8to the Operating Partnership in November 2013, October 2014, and December 2016 respectively,consolidated financial statements, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our unsecuredsecured credit facilities and three unsecured term loansfacility as of December 31, 2016.

2019.



Debt of the Operating Partnership

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated Properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

December 31, 2019:

 

Consolidated

 

 

Noncontrolling

Interests

 

 

Unconsolidated

Affiliates

 

 

Total

 

 

Weighted-

Average

Interest

Rate (1)

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse loans on operating Properties (2)

 

$

1,330,561

 

 

$

(30,658

)

 

$

623,193

 

 

$

1,923,096

 

 

 

4.88

%

Recourse loans on operating Properties (3)

 

 

 

 

 

 

 

 

10,050

 

 

 

10,050

 

 

 

3.74

%

Senior unsecured notes due 2023 (4)

 

 

447,894

 

 

 

 

 

 

 

 

 

447,894

 

 

 

5.25

%

Senior unsecured notes due 2024 (5)

 

 

299,960

 

 

 

 

 

 

 

 

 

299,960

 

 

 

4.60

%

Senior unsecured notes due 2026 (6)

 

 

617,473

 

 

 

 

 

 

 

 

 

617,473

 

 

 

5.95

%

Total fixed-rate debt

 

 

2,695,888

 

 

 

(30,658

)

 

 

633,243

 

 

 

3,298,473

 

 

 

5.10

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recourse loans on operating Properties

 

 

41,950

 

 

 

 

 

 

69,046

 

 

 

110,996

 

 

 

4.13

%

Construction loans

 

 

29,400

 

 

 

 

 

 

35,362

 

 

 

64,762

 

 

 

4.45

%

Secured line of credit (7)

 

 

310,925

 

 

 

 

 

 

 

 

 

310,925

 

 

 

3.94

%

Secured term loan (7)

 

 

465,000

 

 

 

 

 

 

 

 

 

465,000

 

 

 

3.94

%

Total variable-rate debt

 

 

847,275

 

 

 

 

 

 

104,408

 

 

 

951,683

 

 

 

4.00

%

Total fixed-rate and variable-rate debt

 

 

3,543,163

 

 

 

(30,658

)

 

 

737,651

 

 

 

4,250,156

 

 

 

4.86

%

Unamortized deferred financing costs

 

 

(16,148

)

 

 

318

 

 

 

(2,851

)

 

 

(18,681

)

 

 

 

 

Total mortgage and other indebtedness, net

 

$

3,527,015

 

 

$

(30,340

)

 

$

734,800

 

 

$

4,231,475

 

 

 

 

 

December 31, 2018:

 

Consolidated

 

 

Noncontrolling

Interests

 

 

Unconsolidated

Affiliates

 

 

Total

 

 

Weighted-

Average

Interest

Rate (1)

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse loans on operating Properties (2)

 

$

1,783,097

 

 

$

(94,361

)

 

$

540,068

 

 

$

2,228,804

 

 

 

5.01

%

Recourse loans on operating Properties (3)

 

 

 

 

 

 

 

 

10,605

 

 

 

10,605

 

 

 

3.74

%

Senior unsecured notes due 2023 (4)

 

 

447,423

 

 

 

 

 

 

 

 

 

447,423

 

 

 

5.25

%

Senior unsecured notes due 2024 (5)

 

 

299,953

 

 

 

 

 

 

 

 

 

299,953

 

 

 

4.60

%

Senior unsecured notes due 2026 (6)

 

 

616,635

 

 

 

 

 

 

 

 

 

616,635

 

 

 

5.95

%

Total fixed-rate debt

 

 

3,147,108

 

 

 

(94,361

)

 

 

550,673

 

 

 

3,603,420

 

 

 

5.16

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recourse loans on operating Properties

 

 

68,607

 

 

 

 

 

 

96,012

 

 

 

164,619

 

 

 

4.91

%

Construction loans

 

 

8,172

 

 

 

 

 

 

3,892

 

 

 

12,064

 

 

 

5.20

%

Unsecured lines of credit (7)

 

 

183,972

 

 

 

 

 

 

 

 

 

183,972

 

 

 

3.90

%

Unsecured term loans (7)

 

 

695,000

 

 

 

 

 

 

 

 

 

695,000

 

 

 

4.21

%

Total variable-rate debt

 

 

955,751

 

 

 

 

 

 

99,904

 

 

 

1,055,655

 

 

 

4.28

%

Total fixed-rate and variable-rate debt

 

 

4,102,859

 

 

 

(94,361

)

 

 

650,577

 

 

 

4,659,075

 

 

 

4.96

%

Unamortized deferred financing costs

 

 

(15,963

)

 

 

804

 

 

 

(2,687

)

 

 

(17,846

)

 

 

 

 

Liabilities related to assets held for sale (8)

 

 

(43,716

)

 

 

 

 

 

 

 

 

(43,716

)

 

 

 

 

Total mortgage and other indebtedness, net

 

$

4,043,180

 

 

$

(93,557

)

 

$

647,890

 

 

$

4,597,513

 

 

 

 

 

December 31, 2016:Consolidated 
Noncontrolling
Interests
 
Unconsolidated
Affiliates
 Total 
Weighted-
Average
Interest
Rate (1)
Fixed-rate debt:         
  Non-recourse loans on operating Properties$2,453,628
 $(109,162) $530,062
 $2,874,528
 5.29%
Senior unsecured notes due 2023 (2)
446,552
 
 
 446,552
 5.25%
Senior unsecured notes due 2024 (3)
299,939
 
 
 299,939
 4.60%
Senior unsecured notes due 2026 (4)
394,260
 
 
 394,260
 5.95%
Total fixed-rate debt3,594,379
 (109,162) 530,062
 4,015,279
 5.30%
Variable-rate debt: 
  
  
  
  
Non-recourse term loans on operating Properties19,055
 (7,504) 2,226
 13,777
 3.18%
Recourse term loans on operating Properties24,428
 
 71,037
 95,465
 2.80%
Construction loan (5)
39,263
 
 
 39,263
 3.12%
Unsecured lines of credit 
6,024
 
 
 6,024
 1.82%
Unsecured term loans800,000
 
 
 800,000
 2.04%
Total variable-rate debt888,770
 (7,504) 73,263
 954,529
 2.18%
Total fixed-rate and variable-rate debt4,483,149
 (116,666) 603,325
 4,969,808
 4.70%
Unamortized deferred financing costs 
(17,855) 945
 (2,806) (19,716)  
Total mortgage and other indebtedness, net$4,465,294
 $(115,721) $600,519
 $4,950,092
  

December 31, 2015:Consolidated 
Noncontrolling
Interests
 
Unconsolidated
Affiliates
 Total 
Weighted-
Average
Interest
Rate (1)
Fixed-rate debt:         
  Non-recourse loans on operating Properties (6)
$2,736,538
 $(110,411) $664,249
 $3,290,376
 5.51%
Senior unsecured notes due 2023 (2)
446,151
 
 
 446,151
 5.25%
Senior unsecured notes due 2024 (3)
299,933
 
 
 299,933
 4.60%
Other2,686
 (1,343) 
 1,343
 3.50%
Total fixed-rate debt3,485,308
 (111,754) 664,249
 4,037,803
 5.41%
Variable-rate debt: 
  
  
  
  
  Non-recourse loans on operating Properties16,840
 (6,981) 2,546
 12,405
 2.55%
Recourse term loans on operating Properties25,635
 
 102,377
 128,012
 2.51%
Construction loans
 
 30,047
 30,047
 2.12%
Unsecured lines of credit 
398,904
 
 
 398,904
 1.54%
Unsecured term loans800,000
 
 
 800,000
 1.82%
Total variable-rate debt1,241,379
 (6,981) 134,970
 1,369,368
 1.81%
Total fixed-rate and variable-rate debt4,726,687
 (118,735) 799,219
 5,407,171
 4.50%
Unamortized deferred financing costs 
(16,059) 855
 (1,486) (16,690)  
Total mortgage and other indebtedness, net$4,710,628
 $(117,880) $797,733
 $5,390,481
  

(1 )

(1)

Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2)

An unconsolidated affiliate has an interest rate swap on a notional amount of $43,623 as of December 31, 2019 and $44,863 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.

(2)

(3)

An unconsolidated affiliate has an interest rate swap on a notional amount of $10,050 as of December 31, 2019 and $10,605 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center – Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.

( 4 )

The balance is net of an unamortized discount of $3,448$2,106 and $3,849,$2,577 as of December 31, 20162019 and 2015,2018, respectively.

( 5 )

(3)

The balance is net of an unamortized discount of $61$40 and $67,$47 as of December 31, 20162019 and 2015,2018, respectively.

( 6 )

(4)In December 2016, the Operating Partnership issued $400,000 of senior unsecured notes in a public offering.

The balance is net of an unamortized discount of $5,740$7,527 and $8,365 as of December 31, 2016.2019 and 2018, respectively.

( 7 )

(5)In the second quarter

We replaced our unsecured lines of 2016,credit and unsecured terms loans in January 2019 with a consolidated joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo.new secured senior credit facility.

( 8 )

(6)We had four interest rate swaps

Represents a $43,716 non-recourse mortgage loan secured by Cary Towne Center that was classified on notional amounts outstanding totaling $101,151the consolidated balance sheet as of December 31, 2015liabilities related to four of our variable-rate loans on operating Properties to effectively fix the interest rates on these loans.  Therefore, these amounts were reflected in fixed-rate debt at December 31, 2015.assets held for sale.



The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2016,201 9 , excluding debt premiums and discounts, that is scheduled to mature in 2017 as well as two operating Property loans with 2016 maturity dates20 20 (in thousands):

 

 

Balance

 

 

Consolidated Properties:

 

 

 

 

 

Burnsville Center

 

$

64,867

 

 

Parkway Place

 

 

33,290

 

(1)

Valley View Mall

 

 

51,514

 

(1)

 

 

 

149,671

 

 

Unconsolidated Properties:

 

 

 

 

 

The Outlet Shoppes at Atlanta - Phase II

 

 

4,443

 

 

The Outlet Shoppes at the Bluegrass - Phase II

 

 

9,242

 

 

Ambassador Town Center - Infrastructure Improvements

 

 

10,050

 

 

The Shoppes at Eagle Point

 

 

17,594

 

(2)

 

 

 

41,329

 

 

Total 2020 Maturities at pro rata share

 

$

191,000

 

 

 Balance 
 Original Maturity Date 
2016 Maturities:  
Consolidated Properties:  
Chesterfield Mall$140,000
(1)
Midland Mall31,953
(2)
Total 2016 Maturities$171,953
 
   
2017 Maturities:  
Consolidated Properties:  
Acadiana Mall$125,829
 
Hamilton Corner14,258
(3)
Layton Hills Mall89,921
(3)
The Outlet Shoppes at Atlanta - Ridgewalk2,496
 
The Outlet Shoppes at El Paso62,355
 
The Plaza at Fayette Mall37,146
(3)
The Shoppes at St. Clair Square18,827
(3)
Statesboro Crossing10,962
(4)
 361,794
 
Unconsolidated Properties:  
Ambassador Town Center Infrastructure Improvements11,700
(5)
Gulf Coast Town Center - Phase III2,225
 
 13,925
 
   
$350,000 Unsecured Term Loan350,000
(6)
   
Total 2017 Maturities at pro rata share$725,719
 

(1)

(1)The mall is in foreclosure which is expected to be complete in early 2017.
(2)

Subsequent to December 31, 2016,2019, we utilized our secured credit facility to retire this Property was returned to the lender.loan. See Note 1920 to the consolidated financial statements for further information.

(3)
Subsequent to December 31, 2016, the loan on this Property was retired. See Note 19to the consolidated financial statements for more information.

(4)

The loan has a one-year extension option for an outside maturity date of June 2018.

( 2 )

(5)The

This loan has one two-year extension options, at the joint venture's election, for an outside maturity date of December 2019.option.

(6)The unsecured term loan has two one-year extension options, at the Company's election, for an outside maturity date of October 2019.
As of December 31, 2016, $725.7

In addition, $92.2 million of our pro rata share of consolidated and unconsolidated debt excluding debt premiums and discounts, is scheduled to mature during 2017 in addition to $172.0 million related to two operating Propertyproperty loans, Greenbrier Mall and Hickory Point Mall, which matured in 2016 and are currently in foreclosure. Of the $725.7 million of 2017 maturities, the $350.0 million unsecured term loan and two operating Property loans with an aggregate principal balance of $22.7 million have extension options available leaving a remaining balance of $353.0 million of 2017 maturities that must be either retired or refinanced. Subsequent to December 31, 2016, we retired four operating Property loans with an aggregate principal balance of $160.1 million as of December 31, 2016, leaving an aggregate principal balance of $192.9 million of 2017 maturities related to four operating Property loans.2019. We are evaluating whether to retire or refinancein discussions with the loans on our consolidated Properties and expect to refinance the loan secured by The Outlet Shoppes at El Paso.

lenders regarding both loans.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was 5.43.9 years and 4.14.0 years at December 31, 20162019 and 2015,2018, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was 3.84.1 years and 4.54.8 years at December 31, 20162019 and 2015,2018, respectively. 



As of December 31, 20162019 and 2015,2018, our pro rata share of consolidated and unconsolidated variable-rate debt represented 19.3%22.5% and 25.3%22.8%, respectively, of our total pro rata share of debt. The decrease is primarily due to the use of proceeds from dispositions

See Note 7and the 2026 Notes to reduce balances on our unsecured credit lines as they were used for the retirement of several higher fixed-rate loans during the year. As of December 31, 2016, our share of consolidated and unconsolidated variable-rate debt represented 12.1% of our total market capitalization (see Equity below) as compared to 16.1% as of December 31, 2015.    

See Note 68to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness and compliance with applicable financial covenants and restrictions as of December 31, 2016.
Mortgages on Operating Properties
2016 Financings
The2019.

Credit Ratings

We had the following table presents loans, secured by the related Properties, that were entered into in 2016 (in thousands):credit ratings as of December 31, 2019:

Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity
Date (1)
 
Amount
Financed
or Extended
 
Company's
Pro Rata
Share
December 
The Shops at Friendly Center (2)
 Unconsolidated 3.34% April 2023 $60,000
 $30,000
December 
Cary Towne Center (3)
 Consolidated 4.00% March 2019
(4) 
46,716
 46,716
December 
Greenbrier Mall (5)
 Consolidated 5.00% December 2019
(6) 
70,801
 70,801
June 
Fremaux Town Center (7)
 Unconsolidated 3.70%
(8) 
June 2026 73,000
 47,450
June 
Ambassador Town Center (9)
 Unconsolidated 3.22%
(10) 
June 2023 47,660
 30,979
June 
Hamilton Place (11)
 Consolidated 4.36% June 2026 107,000
 96,300
June 
Statesboro Crossing (12)
 Consolidated LIBOR + 1.80% June 2017 11,035
 5,517
April 
Hickory Point Mall (13)
 Consolidated 5.85% December 2018
(14) 
27,446
 27,446
February 
The Pavilion at Port Orange (15)
 Unconsolidated LIBOR + 2.0% February 2018
(16) 
58,628
 34,314
February 
Hammock Landing - Phase I (15)
 Unconsolidated LIBOR + 2.0% February 2018
(16) 
43,347
(17) 
21,674
February 
Hammock Landing - Phase II (15)
 Unconsolidated LIBOR + 2.0% February 2018
(16) 
16,757
 8,378
February 
Triangle Town Center, Triangle Town Place, Triangle Town Commons (18)
 Unconsolidated 4.00%
(19) 
December 2018
(20) 
171,092
 1,711

Rating Agency

Rating (1)

Outlook

(1)

Fitch

Excludes any extension options.

CCC+

Negative

(2)

Moody's

CBL-TRS Joint Venture, LLC closed on a non-recourse loan, secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.

B2

Negative

(3)

S&P

The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. The Company plans to utilize excess cash flows from the mall to fund a proposed redevelopment. The original maturity date is contingent

B

Negative

(1)

Based on the Company's redevelopment plans.Operating Partnership's long-term issuer rating.

Senior Unsecured Notes

The table below presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2019.

Debt Covenant Compliance Ratios (1)

Required

Actual

(4)

Total debt to total assets

The loan has one two-year extension option, which is at our option and contingent on our having met specified redevelopment criteria, for an outside maturity date of March 2021.

< 60%

51

%

(5)

Secured debt to total assets

< 40%

(2)

32

%

Total unencumbered assets to unsecured debt

> 150%

172

%

Consolidated income available for debt service to

   annual debt service charge

> 1.5x

2.3

x

(1)

The debt covenant compliance ratios for the secured line of credit, the secured term loan was restructured, with an effective date of November 2016,and the senior unsecured notes are defined and computed on the same basis.

(2)

Secured debt to extendtotal assets is required to be less than 40% for the maturity date2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on2024 Notes until January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition2020, after which the required ratio was reduced to interest.40%.

(6)The loan has a one-year extension option, at our election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.
(7)Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.
(8)The joint venture had an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.
(9)The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.
(10)The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
(11)Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. Our share of excess proceeds was used to reduce outstanding balances on our credit facilities.
(12)The loan was modified to extend the maturity date to June 2017 with a one-year extension option to June 2018.
(13)The loan was modified to extend the maturity date. The interest rate remains at 5.85% but now the loan is interest-only.
(14)The loan has a one-year extension option at our election for an outside maturity date of December 2019.


(15)
The guaranty was reduced from 25%

Subject to 20% in conjunction with the refinancing. See Note 14 to the consolidated financial statements for more information.

(16)The loan was modified and extended to February 2018 with a one-year extension option to February 2019.
(17)The capacity was increased from $39,475 to fund an expansion.
(18)
The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture. See Note 5 to the consolidated financial statements for additional information.
(19)The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.
(20)The loan was extended to December 2018 with two one-year extension options to December 2020. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.74% during the extension period.
2015 Financings
The following table presents loans, secured by the related Properties, that were entered into in 2015 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount
Financed
or Extended
December 
Hammock Landing - Phase I (2)
 Unconsolidated LIBOR + 2.0% February 2016
(3) 
$39,475
December 
Hammock Landing - Phase II (2)
 Unconsolidated LIBOR + 2.0% February 2016
(3) 
16,757
December 
The Pavilion at Port Orange (2)
 Unconsolidated LIBOR + 2.0% February 2016
(3) 
58,820
October 
Oak Park Mall (4)
 Unconsolidated 3.97% October 2025 276,000
September 
The Outlet Shoppes at Gettysburg (5)
 Consolidated 4.80% October 2025 38,450
July 
Gulf Coast Town Center - Phase III (6)
 Unconsolidated LIBOR + 2.0% July 2017 5,352
(1)Excludes any extension options.
(2)The loan was amended and modified to extend its initial maturity date and interest rate.
(3)The loan was modified and extended to February 2018 with a one-year extension option to February 2019.
(4)CBL/T-C closed on a non-recourse loan, secured by Oak Park Mall in Overland Park, KS. Net proceeds were used to retire the outstanding borrowings of $275,700 under the previous loan which bore interest at 5.85% and had a December 2015 maturity date.
(5)Proceeds from the non-recourse loan were used to retire a $38,112 fixed-rate loan that was due to mature in February 2016.
(6)The loan was amended and modified to extend its maturity date. As part of the refinancing agreement, the loan is no longer guaranteed by the Operating Partnership.
2016 Loan Repayments
We repaidneed to maintain compliance with all applicable debt covenants, the following loans, secured by the related Properties, in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
December 
The Shops at Friendly Center (2)
 Unconsolidated 5.90% January 2017 $37,640
December 
Triangle Town Place (3)
 Unconsolidated 4.00% December 2018 29,342
October Southaven Towne Center Consolidated 5.50% January 2017 38,314
September 
Governor's Square Mall (4)
 Unconsolidated 8.23% September 2016 14,089
September 
High Pointe Commons - Phase I (5)
 Unconsolidated 5.74% May 2017 12,401
September 
High Pointe Commons - PetCo (5)
 Unconsolidated 3.20% July 2017 19
September 
High Pointe Commons - Phase II (5)
 Unconsolidated 6.10% July 2017 4,968
August Dakota Square Mall Consolidated 6.23% November 2016 55,103
July 
Kentucky Oaks Mall (6)
 Unconsolidated 5.27% January 2017 19,912
June 
Hamilton Place (7)
 Consolidated 5.86% August 2016 98,181
April CoolSprings Crossing Consolidated 4.54% April 2016 11,313
April Gunbarrel Pointe Consolidated 4.64% April 2016 10,083
April Stroud Mall Consolidated 4.59% April 2016 30,276
April York Galleria Consolidated 4.55% April 2016 48,337


Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
April Renaissance Center - Phase I Unconsolidated 5.61% July 2016 31,484
(1)We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See above for more information.
(3)Upon the sale of Triangle Town Place, a portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place. After the debt reduction associated with the sale of Triangle Town Center, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 is $141,126, of which our share is $14,113.
(4)Our share of the loan was $6,692.
(5)
The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See Note 5 to the consolidated financial statements for more information. Our share of the loan was 50%.
(6)Our share of the loan was $9,956.
(7)The joint venture retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See above for more information.
Additionally, the $38,150 loan secured by Fashion Square was assumed by the buyer in conjunction with the saleOperating Partnership, or any affiliate of the mallOperating Partnership, may at any time, or from time to time, repurchase outstanding Notes in July 2016. The fixed-rate loan bore interestthe open market or otherwise. Such Notes may, at 4.95% and had a maturity datethe option of June 2022.
2015 Loan Repayments
We repaid the following loans, secured byOperating Partnership or the related Properties, in 2015 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
  Repaid (1)
October 
Oak Park Mall (2)
 Unconsolidated 5.85% December 2015 $275,700
September 
The Outlet Shoppes at Gettysburg (3)
 Consolidated 5.87% February 2016 38,112
September Eastland Mall Consolidated 5.85% December 2015 59,400
July Brookfield Square Consolidated 5.08% November 2015 86,621
July CherryVale Mall Consolidated 5.00% October 2015 77,198
July East Towne Mall Consolidated 5.00% November 2015 65,856
July West Towne Mall Consolidated 5.00% November 2015 93,021
May Imperial Valley Mall Consolidated 4.99% September 2015 49,486
(1)We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)The joint venture retired the loan with proceeds from a $276,000 fixed-rate non-recourse loan.
(3)The joint venture retired the loan with proceeds from a $38,450 fixed-rate non-recourse loan.
Construction Loans
2016 Financing
The following table presentsrelevant affiliate of the construction loan, secured by the related Property, that was entered into in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 Maturity Date 
Amount
Financed
or Extended
May 
The Outlet Shoppes at Laredo (1)
 Consolidated LIBOR + 2.5%
(2) 
May 2019
(3) 
$91,300
(1)The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.
(2)The interest rate will be reduced to LIBOR plus 2.25% once the development is complete and certain debt and operational metrics are met.
(3)The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.


2015 Financings
The following table presents construction loans, secured by the related Properties, that were entered into in 2015 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 Maturity Date 
Amount
Financed
or Extended
July 
The Outlet Shoppes of the Bluegrass - Phase II (1)
 Consolidated LIBOR + 2.50% July 2020 $11,320
May 
The Outlet Shoppes at Atlanta - Phase II (2)
 Consolidated LIBOR + 2.50% December 2019 6,200
(1)The Operating Partnership has guaranteed 100% of the loan, of this 65/35 joint venture. The guaranty will terminate once construction is complete and certain debt and operational metrics are met on this expansion. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.
(2)The Operating Partnership has guaranteed 100% of the loan, of this 75/25 joint venture. The guaranty will terminate once construction is complete and certain debt and operational metrics are met on this expansion. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.
2016 Loan Repayments
We repaid the following construction loans, secured by the related Properties, in 2016 (in thousands):
Date Property 
Consolidated/
Unconsolidated
Property
 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
December 
The Outlet Shoppes at Atlanta -
Parcel Development (1)
 Consolidated 3.02% December 2019 $2,124
June 
Fremaux Town Center - Phase I (2)
 Unconsolidated 2.44% August 2016 40,530
June 
Fremaux Town Center - Phase II (2)
 Unconsolidated 2.44% August 2016 30,595
June 
Ambassador Town Center (3)
 Unconsolidated 2.24% December 2017 41,885
(1)In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.
(2)
The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See Financings above for more information.
(3)
The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See Financings above for more information.
Other
The non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center are in default and in receivership at December 31, 2016. The malls generate insufficient income levels to cover the debt service on the mortgages, which had an aggregate balance of $189.6 million at December 31, 2016. Subsequent to December 31, 2016, the foreclosure process was complete and Midland Mall was returnedOperating Partnership, be held, resold or surrendered to the lender in satisfaction of the non-recourse debt secured by the Property. See Note 19 to the consolidated financial statementsTrustee for further details. The Company expects the foreclosure process will be complete in early 2017 on the remaining malls.


cancellation.

Unencumbered Consolidated Portfolio Statistics

 

 

Sales Per Square

Foot for the Year

Ended (1) (2)

 

 

Occupancy (2)

 

 

% of Consolidated

Unencumbered

NOI for

the Year Ended

 

 

 

 

 

 

12/31/19

 

 

12/31/18

 

 

12/31/19

 

 

12/31/18

 

 

12/31/19

 

 

(3

)

Unencumbered consolidated Properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 Malls

 

$

382

 

 

$

368

 

 

 

88.6

%

 

 

88.4

%

 

 

16.3

%

 

(4

)

Tier 2 Malls

 

 

330

 

 

 

329

 

 

 

84.9

%

 

 

87.5

%

 

 

32.4

%

 

 

 

Tier 3 Malls

 

 

278

 

 

 

280

 

 

 

86.9

%

 

 

92.2

%

 

 

30.5

%

 

 

 

Total Malls

 

 

312

 

 

 

311

 

 

 

86.4

%

 

 

90.0

%

 

 

79.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Associated Centers

 

N/A

 

 

N/A

 

 

 

96.0

%

 

 

97.2

%

 

 

15.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Community Centers

 

N/A

 

 

N/A

 

 

 

96.8

%

 

 

99.0

%

 

 

5.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Office Buildings & Other

 

N/A

 

 

N/A

��

 

 

100.0

%

 

 

93.6

%

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Unencumbered Consolidated Portfolio

 

$

312

 

 

$

311

 

 

 

90.1

%

 

 

92.8

%

 

 

100.0

%

 

 

 

   
Sales Per Square
Foot for the Year
Ended (1) (2)
 
Occupancy (2)
 
% of
Consolidated
Unencumbered
NOI for
the Year Ended
12/31/16
(3)
 12/31/16 12/31/15 12/31/16 12/31/15 
Unencumbered consolidated Properties:          
Tier 1 Malls $433
 $440
 93.1% 92.0% 26.8%
Tier 2 Malls 332
 344
 94.8% 94.0% 55.8%
Tier 3 Malls 268
 266
 90.8% 89.3% 8.4%
Total Malls 349
 358
 93.9% 92.9% 91.0%
            
Total Associated Centers N/A
 N/A
 96.7% 95.1% 4.7%
            
Total Community Centers N/A
 N/A
 98.7% 98.9% 3.2%
            
Total Office Buildings and Other N/A
 N/A
 89.1% 88.1% 1.1%
            
Total Unencumbered Consolidated Portfolio $349
 $358
 94.5% 93.5% 100.0%

(1)

(1)

Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.

(2)

(2)

Operating metrics are included for unencumbered consolidated operating Propertiesproperties and do not include sales or occupancy of unencumbered parcels.

(3)

(3)

Our consolidated unencumbered Propertiesproperties generated approximately 48%27.4% of total consolidated NOI of $334,933$501,171,170 (which excludes NOI related to dispositions) for the year ended December 31, 2016.2019.

Interest Rate Hedging Instruments
Our interest rate derivatives matured in April 2016. The following table provides further information related to each of our interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2015 (dollars in thousands):

(4)

NOI is derived from unencumbered Tier One Malls, as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, Anchors and former Anchors that have been redeveloped.

Instrument Type 
Location in
Consolidated
Balance Sheet
 Outstanding
Notional
Amount
 
Designated
Benchmark
Interest
Rate
 
Strike
Rate
 
Fair
Value at
12/31/15
 
Maturity
Date
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 48,337
(amortizing
to $48,337)
 1-month
LIBOR
 2.149% $(208) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 30,276
(amortizing
to $30,276)
 1-month
LIBOR
 2.187% (133) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 11,313
(amortizing
to $11,313)
 1-month
LIBOR
 2.142% (48) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 10,083
(amortizing
to $10,083)
 1-month
LIBOR
 2.236% (45) April 2016
          $(434)  
Equity
At-The-Market Equity Program
On March 1, 2013,

Mortgages on Operating Properties

2019 Loan Activity

In 2019, we entered into separate controlled equity offering sales agreements (collectively,four unconsolidated construction loans totaling $38.3 million. We refinanced the "Sales Agreements") with a numberloan secured by one of sales agentsour consolidated malls to sell shares of CBL's common stock, having an aggregate offering price of upincrease the principal balance to $300.0$50.0 million from time to time in ATM equity offerings (as defined in Rule 415 ofand used the Securities Act of 1933, as amended) or in negotiated transactions (the "ATM program"). In accordance with the Sales Agreements, we will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the grossnet proceeds from the salesnew loan to retire the existing $41.0 million loan. We repaid two fixed-rate consolidated loans totaling $35.5 million. In conjunction with our deconsolidation of sharestwo properties, our joint venture partner assumed $30.0 million of related debt. Lastly, we recognized a $71.7 million gain on extinguishment of debt related to two consolidated malls. See Note 7and Note 8to the consolidated financial statements for more information on 2019 loan activity.

Equity

At-The-Market Equity Program

We have not sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. We include only share issuances that have settled in the calculation of shares outstanding at the end of each period.



Since inception, we have sold $211.5 million shares of common stock through the ATM program, at a weighted-average sales price of $25.12, generating net proceeds of $209.6 million, which were used to reduce the balances on our credit facilities. Since the commencement of the ATM program, we have issued 8,419,298 shares of common stock and approximately $88.5 million remains available that may be sold under this program. We did not sell any shares under the ATM program during 2016 or 2015. Actual future sales under this program, if any, will depend onsince 2013. See Note 9to the consolidated financial statements for a varietydescription of factors including but not limited to market conditions, the trading price of CBL's common stock and our capital needs. We have no obligation to sell the remaining shares available under the ATM program.
Common Stock Repurchase Program
In the third quarter of 2015, CBL's Board of Directors authorized a common stock repurchase program, which expired on August 31, 2016. Under the program, we could purchase up to $200.0 million of CBL's common stock from time to time, in the open market, in privately negotiated transactions or otherwise, depending on market prices and other conditions. We were not obligated to repurchase any shares of stock under the program. No shares were repurchased under the program prior to its expiration.

Preferred Stock / Preferred Units

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock. See Note 79to the consolidated financial statements for a description of our cumulative redeemable preferred stock.


In December 2019, we announced the suspension o f all future dividends on our 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock , subject to review each quarter by our Board of Directors . Unpaid dividends on the preferred stock will accrue without interest.

Dividends - CBL

CBL paid a first second and third quarter 20162019 cash dividendsdividend on its common stock of $0.265$0.075 per share on April 1516th, July 15th. Under the terms of the settlement agreement in a class action lawsuit discussed in Item 3 of this report, we did not pay any dividends to holders of our common stock payable in the third and October 14, 2016, respectively.  On November 3, 2016, CBL's Boardfourth quarters of Directors declared a fourth quarter cash dividend of $0.265 per share that was2019. As noted above, we suspended all future dividends on our common stock and preferred stock, as well as distributions to all noncontrolling interest investors in our Operating Partnership (as noted below). No dividends may be paid on January 16, 2017,shares of our common stock unless (i) all accrued but unpaid dividends on our preferred stock, and any current dividend then due, have been paid in cash, or a cash sum sufficient for such payment has been set apart for paymentand (ii) the SCU Distribution Shortfall created by our related suspension of distributions to shareholdersnoncontrolling interest investors in our Operating Partnership has likewise been remedied through the payment of recorddistributions sufficient to satisfy such shortfall for all prior periods and the then-current period (thereby allowing the resumption of distributions on the common units in the Operating Partnership that are held by the CBL, which fund our common stock dividends). We will review taxable income on a regular basis and take measures, if necessary, to ensure that we meet the minimum distribution requirements to maintain our status as of December 30, 2016. Future dividends payable will be determined by CBL's Board of Directors based upon circumstances at the time of declaration.

a REIT.

During the year ended December 31, 2016,2019, we paid dividends of $225.9$59.6 million to holders of our common stock and our preferred stock, as well as $47.2$18.8 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.

Distributions - The Operating Partnership

The Operating Partnership paid first, second and third quarter 20162019 cash distributions on its redeemable common units of $0.7322 per share on April 16th, July 16thand October 16th. The Operating partnership paid first quarter cash distributions on its common units of $0.7322 and $0.2692$0.075 per share respectively, on April 1516th, July 15th and October 14, 2016, respectively.  On November 3, 2016, the. The Operating Partnership declared a fourth quarter cash distribution on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, that was paid on January 16, 2017. The distribution declared in the fourth quarter of 2016, totaling $9.1 million, is included in accounts payable and accrued liabilities at December 31, 2016.  The total dividend included in accounts payable and accrued liabilities at December 31, 2015 was $9.3 million.

has suspended all future distributions until further notice.

As a publicly traded company and, as a subsidiary of a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the SEC authorizing us to publicly issue senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership.  Pursuant to theThis shelf registration statement also authorized the Operating Partnership is also authorized to publicly issue unsubordinated debt securities. There isThis shelf registration statement was due to expire in July 2021. However, the Company no limitlonger qualifies as a well-known seasoned issuer under SEC rules, and we therefore are unable to the offering price or number of securities that we may issue underuse this shelf registration statement.

registration.

Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both publiccommon and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was 63.0%preferred stock outstanding at December 31, 2016, compared to 63.6% at December 31, 2015. The decrease in the ratio2019 was driven by the decrease in our share of total debt to $5.0 billion at December 31, 2016 from $5.4 billion at December 31, 2015.



Our debt-to-market capitalization ratio at December 31, 2016 was computed as follows (in thousands, except stock prices):

 

 

Shares

Outstanding

 

 

Stock

Price (1)

 

Common stock and operating partnership units

 

 

200,189

 

 

$

1.05

 

7.375% Series D Cumulative Redeemable Preferred Stock

 

 

1,815

 

 

 

250.00

 

6.625% Series E Cumulative Redeemable Preferred Stock

 

 

690

 

 

 

250.00

 

 
Shares
Outstanding
 
Stock Price (1)
 Value
Common stock and operating partnership units199,085
 $11.50
 $2,289,478
7.375% Series D Cumulative Redeemable Preferred Stock1,815
 250.00
 453,750
6.625% Series E Cumulative Redeemable Preferred Stock690
 250.00
 172,500
Total market equity 
  
 2,915,728
Company’s share of total debt 
  
 4,969,808
Total market capitalization 
  
 $7,885,536
Debt-to-total-market capitalization ratio 
  
 63.0%

(1)

(1)

Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 30, 2016.31, 2019. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.


Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 20162019 (in thousands):

 

 

Payments Due By Period

 

 

 

Total

 

 

Less Than 1

Year

 

 

1-3

Years

 

 

3-5

Years

 

 

More Than 5

Years

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated debt service (1)

 

$

4,218,231

 

 

$

484,522

 

 

$

1,281,893

 

 

$

1,622,653

 

 

$

829,163

 

Noncontrolling interests' share in other consolidated

   subsidiaries

 

 

(38,439

)

 

 

(2,049

)

 

 

(5,759

)

 

 

(3,702

)

 

 

(26,929

)

Our share of unconsolidated affiliates debt service (2)

 

 

871,233

 

 

 

85,125

 

 

 

239,011

 

 

 

267,514

 

 

 

279,583

 

Our share of total debt service obligations

 

 

5,051,025

 

 

 

567,598

 

 

 

1,515,145

 

 

 

1,886,465

 

 

 

1,081,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases: (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ground leases on consolidated Properties

 

 

14,047

 

 

 

558

 

 

 

923

 

 

 

547

 

 

 

12,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations: (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction contracts on consolidated Properties

 

 

31,502

 

 

 

31,502

 

 

 

 

 

 

 

 

 

 

Our share of construction contracts on

   unconsolidated Properties

 

 

8,097

 

 

 

8,097

 

 

 

 

 

 

 

 

 

 

Our share of total purchase obligations

 

 

39,599

 

 

 

39,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Contractual Obligations: (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Master Services Agreements

 

 

104,869

 

 

 

38,134

 

 

 

66,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total contractual obligations

 

$

5,209,540

 

 

$

645,889

 

 

$

1,582,803

 

 

$

1,887,012

 

 

$

1,093,836

 

 Payments Due By Period
 Total 
Less Than 1
Year
 
1-3
Years
 
3-5
Years
 
More Than 5
 Years
Long-term debt:         
Total consolidated debt service (1)
$5,494,122
 $1,143,706
 $1,303,744
 $905,267
 $2,141,405
Noncontrolling interests' share in other consolidated subsidiaries(147,679) (30,354) (13,678) (13,623) (90,024)
Our share of unconsolidated affiliates debt service (2)
739,804
 47,044
 178,245
 53,782
 460,733
Our share of total debt service obligations6,086,247
 1,160,396
 1,468,311
 945,426
 2,512,114
          
Operating leases: (3)
 
  
  
  
  
Ground leases on consolidated Properties15,640
 588
 1,195
 1,221
 12,636
          
Purchase obligations: (4)
 
  
  
  
  
Construction contracts on consolidated Properties18,403
 18,403
 
 
 
Our share of construction contracts on unconsolidated Properties762
 762
 
 
 
Our share of total purchase obligations19,165
 19,165
 
 
 
          
Other Contractual Obligations: (5)
         
Master Services Agreements155,496
 32,736
 65,472
 57,288
 
          
Total contractual obligations$6,276,548
 $1,212,885
 $1,534,978
 $1,003,935
 $2,524,750

(1)

(1)

Represents principal and interest payments due under the terms of mortgage and other indebtedness, net and includes $925,821$951,338 of variable-rate debt service on sevenone operating Properties,Property, one construction loan, two unsecuredthe secured line of credit facilities and three unsecuredthe secured term loans.loan. The secured line of credit facilities and term loans dodoes not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at December 31, 2016.2019. SeeNote 68to the consolidated financial statements for additional information regarding the terms of long-term debt. The total consolidated debt service includes the threetwo loans, with an aggregate principal balance of $189,642$92,186 as of December 31, 2016,2019, secured by Chesterfield Mall, MidlandGreenbrier Mall and Wausau Center,Hickory Point Mall, which arewere in receivership. Subsequent to December 31, 2016, foreclosure was complete and Midland Mall was returned todefault. The Company is in discussion with the lender. We expect the foreclosure process to be complete on the other two malls in early 2017. See Note 6 and Note 19 to the consolidated financial statements for more information.

lenders.

(2)

(2)

Includes $296,003$265,256 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.

(3)

(3)

Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 20192021 to 2089 and generally provide for renewal options.

(4)

(4)

Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2016,2019, but were not complete. The contracts are primarily for development of Properties.    

(5)

(5)
In conjunction with

Represents the redemptionremainder of our interest in the consolidated joint venture that provided security and maintenance services to third parties, we entered into a five year agreement for maintenance, security, and janitorial services at our Properties for a fixed monthly fee.Properties. We have the right to cancel the contract after October 1, 2019. See Note 8 to the consolidated financial statements for additional information on the redemption.



Capital Expenditures

Deferred maintenance expenditures are generally billed to tenants as common area maintenanceCAM expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of Malls, of which a portion is recovered from tenants over a 5 to 15-year period.  We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space.


The following table, which excludes expenditures for developments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the year ended December 31, 2016201 9 compared to 2015201 8 (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

Tenant allowances (1)

 

$

36,325

 

 

$

40,362

 

 

 

 

 

 

 

 

 

 

Renovations

 

 

 

 

 

963

 

 

 

 

 

 

 

 

 

 

Deferred maintenance:

 

 

 

 

 

 

 

 

Parking area and parking area lighting

 

 

4,223

 

 

 

1,480

 

Roof repairs and replacements

 

 

5,787

 

 

 

4,341

 

Other capital expenditures

 

 

20,722

 

 

 

22,757

 

Total deferred maintenance

 

 

30,732

 

 

 

28,578

 

 

 

 

 

 

 

 

 

 

Capitalized overhead

 

 

2,294

 

 

 

4,792

 

 

 

 

 

 

 

 

 

 

Capitalized interest

 

 

2,661

 

 

 

3,655

 

 

 

 

 

 

 

 

 

 

Total capital expenditures

 

$

72,012

 

 

$

78,350

 

 Year Ended
December 31,
 2016 2015
Tenant allowances (1)
$55,098
 $51,625
    
Renovations11,942
 30,836
    
Deferred maintenance:   
Parking lot and parking lot lighting17,168
 30,918
Roof repairs and replacements5,008
 5,483
Other capital expenditures16,837
 13,303
  Total deferred maintenance39,013
 49,704
    
Capitalized overhead5,116
 5,544
    
Capitalized interest2,302
 4,168
    
  Total capital expenditures$113,471
 $141,877

(1)

(1)

Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.

We continue to make it a priority to reinvest in our Properties in order to enhance their dominant positions in their markets. Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our total investment in 2016 renovations was $11.9 million, which included approximately $7.0 million, at our share, of a $13.8 million renovation at CoolSprings Galleria in Nashville, TN as well as other eco-friendly green renovations. The total investment in the renovations that are scheduled for 2017 is projected to be $11.1 million, which includes floor renovations at East Towne Mall in Madison, WI and Asheville Mall in Asheville, NC.

Annual capital expenditures budgets are prepared for each of our Properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.



Developments and Expansions

The following tables summarize our development and expansion projects as of December 31, 2016:
Redevelopments

Properties Opened During the Year Ended December 31, 2016

2019

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

CBL's Share of

 

 

 

 

 

 

 

Property

 

Location

 

CBL

Ownership

Interest

 

 

Total

Project

Square Feet

 

 

Total

Cost (1)

 

 

Cost to

Date (2)

 

 

2019

Cost

 

 

Opening

Date

 

Initial

Unleveraged

Yield

 

Outparcel Development:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid Rivers Mall - CubeSmart Self-storage (3)

 

St. Peters, MO

 

 

50

%

 

 

93,540

 

 

$

4,122

 

 

$

3,646

 

 

$

973

 

 

Jan-19

 

 

9.0

%

        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 

Opening Date
 
Initial
Unleveraged
Yield
Community Center:              
Ambassador Town Center Lafayette, LA 65% 431,139
 $40,295
 $34,906
 Apr-16 8.5%
               
Mall Expansions:              
Dakota Square Mall - Expansion Minot, ND 100% 23,922
 7,284
 6,083
 Nov-16 7.5%
Friendly Center - Cheesecake Factory Greensboro, NC 50% 9,156
 2,365
 1,727
 Oct-16 10.4%
Friendly Center - Shops Greensboro, NC 50% 12,765
 2,540
 1,960
 Nov-16 8.4%
Hamilton Place - Theatre Chattanooga, TN 90% 30,169
 4,868
 3,511
 Sep-16 9.1%
Kirkwood Mall - Self Development (Panera Bread, Verizon, Caribou Coffee) Bismarck, ND 100% 12,570
 3,702
 4,210
 Mar-16 10.5%
      88,582
 20,759
 17,491
    
               
Community Center Expansions:              
The Forum at Grandview - Expansion Madison, MS 75% 24,516
 5,598
 4,135
 Dec-16 8.5%
Hammock Landing - Expansion West Melbourne, FL 50% 23,717
 2,431
 1,659
 Nov-16 10.7%
High Pointe Commons (Petco) (3)
 Harrisburg, PA 50% 12,885
 1,012
 820
 Sep-16 10.5%
      61,118
 9,041
 6,614
    
               
Total Properties Opened     580,839
 $70,095
 $59,011
    

(1)

(1)

Total Cost is presented net of reimbursements to be received.

(2)

(2)

Cost to Date does not reflect reimbursements until they are received.

( 3 )

Yield is based on the expected yield upon stabilization.


Redevelopments Completed During theYear Ended December 31, 201 9

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

CBL's Share of

 

 

 

 

 

 

 

Property

 

Location

 

CBL

Ownership

Interest

 

 

Total

Project

Square Feet

 

 

Total

Cost (1)

 

 

Cost to

Date (2)

 

 

2019

Cost

 

 

Opening

Date

 

Initial

Unleveraged

Yield

 

Mall Redevelopments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brookfield Square Sears Redevelopment - (Whirlyball, Movie Tavern by Marcus Theaters) (3)

 

Brookfield, WI

 

 

100

%

 

 

130,075

 

 

$

25,233

 

 

$

21,946

 

 

$

11,112

 

 

Jul/Oct-19

 

 

10.1

%

Dakota Square Mall - HomeGoods

 

Minot, ND

 

 

100

%

 

 

28,406

 

 

 

2,478

 

 

 

2,293

 

 

 

1,315

 

 

Apr-19

 

 

14.4

%

East Towne Mall - Portillo's

 

Madison, WI

 

 

100

%

 

 

9,000

 

 

 

2,956

 

 

 

2,487

 

 

 

71

 

 

Feb-19

 

 

8.0

%

Friendly Center - O2 Fitness

 

Greensboro, NC

 

 

50

%

 

 

27,048

 

 

 

2,285

 

 

 

1,843

 

 

 

436

 

 

Apr-19

 

 

10.3

%

Hanes Mall - Dave & Buster's

 

Winston-Salem, NC

 

 

100

%

 

 

44,922

 

 

 

5,932

 

 

 

4,559

 

 

 

2,413

 

 

May-19

 

 

11.0

%

Laurel Park Place Carsons Redevelopment - Dunhams

 

Livonia, MI

 

 

100

%

 

 

45,000

 

 

 

3,886

 

 

 

3,643

 

 

 

3,621

 

 

Nov-19

 

 

5.9

%

Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)

 

Chattanooga, TN

 

 

100

%

 

 

10,000

 

 

 

1,797

 

 

 

530

 

 

 

17

 

 

Feb-19

 

 

7.6

%

Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) (3)

 

Beaumont, TX

 

 

100

%

 

 

86,136

 

 

 

20,899

 

 

 

16,819

 

 

 

10,815

 

 

May-19

 

 

6.4

%

Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner)

 

Daytona Beach, FL

 

 

100

%

 

 

23,341

 

 

 

9,795

 

 

 

5,678

 

 

 

264

 

 

Apr-19

 

 

8.0

%

Total Redevelopment Completed

 

 

 

 

 

 

 

 

403,928

 

 

$

75,261

 

 

$

59,798

 

 

$

30,064

 

 

 

 

 

 

 

(3)

This community center was sold in September 2016.

Redevelopments Completed During the Year Ended December 31, 2016
(Dollars in thousands)
        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 

Opening Date
 
Initial
Unleveraged
Yield
Mall Redevelopments:              
College Square - JCP Redevelopment (Dick's/ULTA) Morristown, TN 100% 84,842
 $14,881
 $9,334
 Oct-16 7.6%
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory) Nashville, TN 50% 208,976
 32,307
 36,505
 May-16 7.2%
East Towne Mall (Planet Fitness /Shops) Madison, WI 100% 27,692
 2,142
 2,560
 Nov-16 12.1%
Northpark Mall (Dunham's Sports)��Joplin, MO 100% 80,524
 4,007
 4,274
 Nov-16 9.5%
Oak Park Mall - Self Development Overland Park, KS 50% 6,735
 1,230
 1,216
 Jul/Aug-16 8.2%
Randolph Mall - JCP Redevelopment
(Ross/ULTA)
(3)
 Asheboro, NC 100% 33,796
 4,513
 4,257
 May/Jul-16 7.8%
Total Redevelopment Completed     442,565
 $59,080
 $58,146
    

(1)

(1)

Total Cost is presented net of reimbursements to be received.

(2)

(2)

Cost to Date does not reflect reimbursements until they are received.

(3)

(3)This mall was sold

The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield) and Macy's (Parkdale) buildings in December 2016.2017.




We completed several redevelopment projectsAnchor redevelopments during 2016. Many201 9 , adding in a variety of these projects involved the redevelopment of underperforming Anchor locations, which affords us opportunitiesnon-traditional tenants, as we continue to revitalizereinvent our Properties and appeal to consumer preferences.

into suburban town centers.

Properties Underunder Development at December 31, 2016

2019

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

CBL's Share of

 

 

 

 

 

 

 

Property

 

Location

 

CBL

Ownership

Interest

 

 

Total

Project

Square Feet

 

 

Total

Cost (1)

 

 

Cost to

Date (2)

 

 

2019

Cost

 

 

Expected

Opening

Date

 

Initial

Unleveraged

Yield

 

Outparcel Development:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fremaux Town Center - Old Navy

 

Slidell, LA

 

 

90

%

 

 

12,467

 

 

$

1,919

 

 

$

1,454

 

 

$

1,454

 

 

Q2 '20

 

 

9.2

%

Hamilton Place - Self Storage (3)

 

Chattanooga, TN

 

 

60

%

 

 

68,875

 

 

 

5,824

 

 

 

1,119

 

 

 

1,119

 

 

Q2 '20

 

 

8.7

%

Mayfaire Town Center - First Watch

 

Wilmington, NC

 

 

100

%

 

 

6,300

 

 

 

2,267

 

 

 

366

 

 

 

366

 

 

Q3 '20

 

 

10.1

%

Parkdale Mall - Self Storage (3)

 

Beaumont, TX

 

 

50

%

 

 

69,341

 

 

 

4,435

 

 

 

2,504

 

 

 

2,504

 

 

Q1 '20

 

 

10.2

%

Pearland Town Center - HCA Offices

 

Pearland, TX

 

 

100

%

 

 

48,416

 

 

 

14,134

 

 

 

857

 

 

 

857

 

 

Q1 '21

 

 

9.5

%

 

 

 

 

 

 

 

 

 

205,399

 

 

 

28,579

 

 

 

6,300

 

 

 

6,300

 

 

 

 

 

 

 

Mall Redevelopments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CherryVale Mall - Sears Redevelopment (Tilt)

 

Rockford, IL

 

 

100

%

 

 

114,118

 

 

 

3,508

 

 

 

2,902

 

 

 

2,902

 

 

Q1 '20

 

 

8.3

%

Coastal Grand - DSG/Golf Galaxy & Flip N' Fly

 

Myrtle Beach, SC

 

 

50

%

 

 

132,727

 

 

 

6,820

 

 

 

1,066

 

 

 

1,066

 

 

Q3 '20

 

 

11.6

%

Dakota Square Mall - Herberger's Redevelopment (Ross/shops)

 

Minot, ND

 

 

100

%

 

 

30,096

 

 

 

6,410

 

 

 

4,349

 

 

 

4,206

 

 

Q1 '20

 

 

7.2

%

Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Hotel/Office) (4)

 

Chattanooga, TN

 

 

100

%

 

 

195,166

 

 

 

38,715

 

 

 

25,856

 

 

 

16,249

 

 

Q2/Q3 '20

 

 

7.8

%

Mall del Norte - Forever 21 Redevelopment (Main Event)

 

Laredo, TX

 

 

100

%

 

 

81,242

 

 

 

10,514

 

 

 

5,659

 

 

 

5,614

 

 

Q3 '19/Q2 '20

 

 

9.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

553,349

 

 

 

65,967

 

 

 

39,832

 

 

 

30,037

 

 

 

 

 

 

 

Total Properties Under

   Development

 

 

 

 

 

 

 

 

758,748

 

 

$

94,546

 

 

$

46,132

 

 

$

36,337

 

 

 

 

 

 

 

        CBL's Share of    
Property Location 
CBL
Ownership
Interest
 
Total
Project
Square Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Expected
Opening Date
 
Initial
Unleveraged
Yield
Outlet Center:              
The Outlets Shoppes at Laredo Laredo, TX 65% 357,756
 $69,926
 $57,056
 Spring-17 9.6%
               
Mall Expansions:              
Kirkwood Mall - Lucky 13 Bismarck, ND 100% 6,500
 3,200
 751
 Summer-17 7.6%
Mayfaire Town Center - Phase I Wilmington, NC 100% 67,766
 19,395
 9,108
 Spring-17 8.4%
Parkdale Mall - Restaurant Addition Beaumont, TX 100% 4,700
 1,277
 5
 Winter-17 10.7%
      78,966
 23,872
 9,864
    
               
Mall Redevelopments:              
College Square - Partial Belk Redevelopment (Planet Fitness) Morristown, TN 100% 20,000
 1,549
 21
 Spring-17 9.9%
Hickory Point Mall (T.J. Maxx/Shops) Forsyth, IL 100% 50,030
 3,581
 110
 Fall-17 10.0%
York Galleria - Partial JCP Redevelopment - (H&M/Shops) York, PA 100% 42,672
 5,597
 2,157
 Spring-17 7.8%
York Galleria - Partial JCP Redevelopment (Gold's Gym/Shops) York, PA 100% 40,832
 5,658
 2,118
 Spring-17 12.8%
      153,534
 16,385
 4,406
    
               
Total Properties Under Development     590,256
 $110,183
 $71,326
    

(1)

(1)

Total Cost is presented net of reimbursements to be received.

(2)

(2)

Cost to Date does not reflect reimbursements until they are received.

The Outlet Shoppes at Laredo is on schedule to open this spring and features tenants including Michael Kors, Brooks Brothers, Nike and Puma. It is approximately 80% leased or committed.

(3)

Yield is based on the expected yield upon stabilization.

(4)

The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Hamilton Place) building in 2017.

Shadow Development Pipeline at December 31, 2019

(Dollars in thousands)

Property

 

Location

 

CBL

Ownership

Interest

 

 

Total

Project

Square Feet

 

CBL's Share of

Estimated

Total

Cost (1)

 

Expected

Opening

Date

 

Initial

Unleveraged

Yield

Mall Development:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cross Creek Sears Redevelopment - Dave & Buster's, Restaurants (2)(3)

 

Fayetteville, NC

 

 

100

%

 

65,000 - 66,000

 

$17,000 - $18,000

 

2021

 

10.0% - 11.0%

(1)

Total Cost is presented net of reimbursements to be received.

(2)

Yield is based on expected yield upon stabilization.

(3)

The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Cross Creek) building in 2017


We are continually pursuing new re development opportunities and have projects in various stages of pre-development. Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2016. Subsequent to December 31, 2016, we acquired five Sears' locations, which were then leased back to Sears, and four Macy's locations. These Properties will be redeveloped in the future. See Note 19 to the consolidated financial statements for more information.

We hold options to acquire certain development properties owned by third parties.201 9 . Except for the projects presented above, we did not have any other material capital commitments as of December 31, 2016. 
New Developments
In the second quarter of 2016, we formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop The Outlet Shoppes at Laredo in Laredo, TX. 201 9 . 

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We initially contributed $7.7 million, which consisted of a cash contribution of $2.4 million and our interest in a note receivable of $5.3 million, and the third party partner contributed $10.7 million, which included land and construction costs to date. We contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19.8 million was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis.



Dispositions
We completed the disposition ofhave ownership interests in seven malls, two associated centers, four community centers and five office buildings in 2016 for an aggregate gross sales price of $414.0 million. After loan repayment or assumption by buyer, commissions and closing costs, the sales generated an aggregate $340.0 million of net proceeds ($252.9 million at our share). Additionally, we sold our 50% interest in an28 unconsolidated affiliate to a new unconsolidated joint venture, in which we have a 10% ownership interest,affiliates as described in Note 5 to the consolidated financial statements. We also returned one mall to the lender in satisfaction of the non-recourse debt secured by the Property and recognized a gain on sale of real estate assets of approximately $26.1 million, at our share, from outparcel sales. As of December 31, 2016, we have classified two office buildings as held for sale that were sold subsequent to December 31, 2016.2019. See Note 47, Note 5, Note 6 and Note 19 to the consolidated financial statements for additional information on these dispositions.
Gain on Investments
In the fourth quarter of 2016, we received $15.5 million upon the redemption of our 6.2% noncontrolling interest in Jinsheng, an established mall operating and real estate development company located in Nanjing, China and recorded a gain on investment of $10.1 million. We had previously recorded an other-than-temporary impairment of $5.3 million related to this investment in 2009 upon the decline of China's real estate market. This gain was partially offset by a loss of $2.6 million related to the redemption of our ownership interest in a consolidated joint venture that was redeemed in the fourth quarter of 2016 for $3.8 million. See Note 5 and Note 8to the consolidated financial statements for more information.

Off-Balance Sheet Arrangements
Unconsolidated Affiliates
We have ownership interests in 17 unconsolidated affiliates as of December 31, 2016, that are described in Note 5 to the consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the accompanying consolidated balance sheets as investments in unconsolidated affiliates.  The following are circumstances when we may consider entering into a joint venture with a third party:
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.

Guarantees

We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture partner or have the ability to increase our ownership interest.



The following table represents

See Note 15to the Operating Partnership'sconsolidated financial statements for information related to our guarantees of unconsolidated affiliates' debt as reflected in the accompanying consolidated balance sheets as of December 31, 20162019 and 2015 (in thousands):

  As of December 31, 2016 
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)
 12/31/16 12/31/15
West Melbourne I, LLC -
Phase I
(2)
 50% $42,847
 20%
(3) 
$8,569
 Feb-2018
(4) 
$86
 $99
West Melbourne I, LLC -
Phase II
(2)
 50% 16,557
 20%
(3) 
3,311
 Feb-2018
(4) 
33
 87
Port Orange I, LLC 50% 57,927
 20%
(3) 
11,586
 Feb-2018
(4) 
116
 148
Fremaux Town Center JV, LLC - Phase I 65% 
 —%
(5) 

 Aug-2016 
 62
Fremaux Town Center JV, LLC - Phase II 65% 
 —%
(5) 

 Aug-2016 
 161
Ambassador Town Center JV, LLC 65% 
 —%
(5) 

 Dec-2017 
 462
Ambassador Infrastructure, LLC 
 65% 11,700
 100%
(6) 
11,700
 Dec-2017
(7) 
177
 177
      Total guaranty liability $412
 $1,196
(1)Excludes any extension options.
(2)The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.
(3)
The guaranty was reduced from 25% to 20%, when the loan was modified and extended in the first quarter of 2016. See Note 5 to the consolidated financial statements for more information.
(4)The loan has a one-year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019.
(5)
The guaranty was removed in the second quarter of 2016 when the construction loan was retired using proceeds from a non-recourse mortgage loan. See Note 5 to the consolidated financial statements for additional information.
(6)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 such year as PILOT payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists.
(7)The loan has two one-year extension options, which are the joint venture's election, for an outside maturity date of December 2019.
We have guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. We have guaranteed YTC’s performance under this agreement up to a maximum of $22.0 million, which decreases by $0.8 million annually until the guaranteed amount is reduced to $10.0 million. The guaranty expires on December 31, 2020.  The maximum guaranteed obligation was $14.0 million as of December 31, 2016.  We entered into an agreement with our joint venture partner under which the joint venture partner has agreed to reimburse us 50% of any amounts we are obligated to fund under the guaranty.  We did not include an obligation for this guaranty because we determined that the fair value of the guaranty was not material as of December 31, 2016 and 2015.
2018.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).GAAP.  In connection with the preparation ofpreparing our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures.  We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared.  On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP.  However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could



materially impact the financial statements.  Management believes that the following critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements.  We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Boardboard of Directors.  For a discussion of our significant accounting policies, see directors.  See Note 2 of the Notes to Consolidated Financial Statements, included in Item 8of this Annual Report on Form 10-K.
10-K for a discussion of our significant accounting policies.

Revenue Recognition

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

We receive reimbursements from tenants for real estate taxes, insurance, common area maintenance,CAM, and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized as revenue in the period the related operating expenses are incurred. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with underlying lease terms.

We receive management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from unconsolidated affiliates during the development period are recognized as


revenue to the extent of the third-party partners’ ownership interest. Fees to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate.

Gains on sales of real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When we have an ownership interest in the buyer, gain is recognized to the extent of the third partythird-party partner’s ownership interest and the portion of the gain attributable to our ownership interest is deferred.

Real Estate Assets

We capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets are accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The purchase price is allocated to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements and (ii) identifiable intangible assets and liabilities generally consisting of above- and below-market leases and in-place leases. We use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation methods to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates is recorded at its fair value based on estimated market interest rates at the date of acquisition.

Depreciation is computed Following our adoption of Accounting Standards Update 2017-01, Clarifying the Definition of a Business , on a straight-lineprospective basis over estimated lives of 40 yearsin January 2017, we expect our future acquisitions will be accounted for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles fromas acquisitions of real estate assets are amortized over the remaining terms of thein which related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.
transaction costs will be capitalized.

Carrying Value of Long-Lived Assets

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable.  When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered



through the estimated undiscounted future cash flows expected from our probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss.  The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction.  Projections of expectedThe Company estimates future operating cash flows, require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property,terminal capitalization rate and the number of years the Property is held for investment,discount rate, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved.

During the year ended December 31, 2016,2019, we recorded a loss on impairment totaling $116.8$239.5 million, which primarily consistedconsists of $96.7 million related to 2016 Property dispositions, $15.4 million attributable to twosix malls that are in foreclosure and $3.8 million related to two office buildings that were classified as held for sale as of December 31, 2016. The office buildings were sold subsequent to December 31, 2016.one community center. During the year ended December 31, 2015,2018, we recorded a loss on impairment totaling $105.9 million. Of this total, $100.0$174.5 million, which primarily consists of $158.4 million attributable to five malls and $16.1 million related to vacant land. During 2017, we recorded a Non-Core mall, $2.6loss on impairment totaling $71.4 million, which was primarily attributable to one mall disposition, $1.9 million related to the disposition of an associated center two malls. See Note 6and $1.4 million was from the sale of two outparcels and a building at a formerly owned mall. See Note 416, Note 15 and Note 19to the consolidated financial statements for additional information about these impairment losses.

Allowance for Doubtful Accounts
We periodically perform a detailed review of amounts due from tenants and others to determine if accounts receivable balances are impaired based on factors affecting the collectability of those balances.  Our estimate of the allowance for doubtful accounts requires significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.  We recorded a provision for doubtful accounts of $4.1 million, $2.3 million and $2.6 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Investments in Unconsolidated Affiliates

We evaluate our joint venture arrangements to determine whether they should be recorded on a consolidated basis.  The percentage of ownership interest in the joint venture, an evaluation of control and whether a VIE exists are all considered in the consolidation assessment.
Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to our historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of our interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to our historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes that we have no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.
We account for our investment in joint ventures where we own a non-controlling interest or where we are not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, our cost of investment is adjusted for our share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.
Any differences between the cost of our investment in an unconsolidated affiliate and our underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of our investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on our investment and our share of development and leasing fees that are paid by the unconsolidated affiliate to us for development and leasing services provided to the unconsolidated affiliate during any development periods. The components of the net difference between our investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates is amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference.

On a periodic basis, we assess whether there are any indicators that the fair value of our investments in unconsolidated affiliates may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Our



estimates of fair value for each investment are based on a number of assumptions such as future leasing expectations, operating forecasts, discount rates and capitalization rates, among others.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the fair values estimated in the impairment analyses may not be realized.


In 2018, an unconsolidated affiliate recognized an impairment of $89.8 million related to a mall. We recorded $1.0 million as our share of the loss on impairment, which reduced the carrying value of our investment in the joint venture to zero. See Note 7to the consolidated financial statements for additional information about this impairment loss. No impairments of investments in unconsolidated affiliates were incurred during 2016, 20152019 and 2014.

2017.

Recent Accounting Pronouncements

See Note 2to the consolidated financial statements for information on recently issued accounting pronouncements.

Impact of Inflation and Deflation

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit.  The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.  Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants’ ability to obtain credit.  Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation.  These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases.  In addition, many of the leases are for terms of less than 10ten years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate.  Most of the leases require the tenants to pay a fixed amount subject to annual increases for their share of operating expenses, including common area maintenance,CAM, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.

Non-GAAP Measure

Funds Fromfrom Operations

FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our Properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen or fallen with market conditions, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our Properties and interest rates, but also by our capital structure.

We present both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as we believe that both are useful performance measures.  We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership.  We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to common shareholders.

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.  We then apply a percentage to FFO of our Operating Partnership common unitholders to arrive at FFO allocable to common shareholders.  The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it 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.



FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

The Company believes

We believe that it is important to identify the impact of certain significant items on itsour FFO measures for a reader to have a complete understanding of the Company’sour results of operations. Therefore, the Company haswe have also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

FFO of theallocable to Operating Partnership increased 11.6%common unitholders decreased 17.5% to $538.2$280.2 million for the year ended December 31, 20162019 compared to $481.1$339.8 million for the prior year. ExcludingAfter making the adjustments noted below, FFO of the Operating Partnership, as adjusted, increased 3.9%decreased 21.3% for the year ending December 31, 20162019 to $480.8$271.5 million compared to $462.9$345.1 million in 2015.2018. The decline in FFO benefited from growth in minimum rents and percentage rents aswas primarily a result of increased rental rates and new openings. We also realized savings in interest expense as we continued to refinance loans at lower interest rates and retire loans utilizing availability on our credit lines. The growth in FFO from existing and new Properties was partially diluteddilution from asset sales, during the year.

lower gains on outparcel sales and declines in Property NOI primarily related to retailer and anchor bankruptcies.

The reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Net income (loss) attributable to common shareholders

 

$

(153,669

)

 

$

(123,460

)

 

$

76,048

 

Noncontrolling interest in income (loss) of Operating Partnership

 

 

(23,683

)

 

 

(19,688

)

 

 

12,652

 

Depreciation and amortization expense of:

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Properties

 

 

257,746

 

 

 

285,401

 

 

 

299,090

 

Unconsolidated affiliates

 

 

49,434

 

 

 

41,858

 

 

 

38,124

 

Non-real estate assets

 

 

(3,650

)

 

 

(3,661

)

 

 

(3,526

)

Noncontrolling interests' share of depreciation and amortization

 

 

(8,191

)

 

 

(8,601

)

 

 

(8,977

)

Loss on impairment, net of taxes

 

 

239,521

 

 

 

174,416

 

 

 

70,185

 

Loss on impairment of unconsolidated affiliates

 

 

 

 

 

1,022

 

 

 

 

Gain on depreciable property, net of taxes and noncontrolling interests' share

 

 

(77,250

)

 

 

(7,484

)

 

 

(48,983

)

FFO allocable to Operating Partnership common unitholders

 

 

280,258

 

 

 

339,803

 

 

 

434,613

 

Litigation settlement, net of taxes (1)

 

 

61,271

 

 

 

 

 

 

103

 

Nonrecurring professional fees expense (reimbursement) (1)

 

 

 

 

 

 

 

 

(919

)

Loss on investments (2)

 

 

 

 

 

 

 

 

6,197

 

Non-cash default interest expense (3)

 

 

1,688

 

 

 

5,285

 

 

 

5,319

 

Impact of new tax law on income tax expense

 

 

 

 

 

 

 

 

2,309

 

Gain on extinguishment of debt, net of noncontrolling interests' share (4)

 

 

(71,722

)

 

 

 

 

 

(33,902

)

FFO allocable to Operating Partnership common

   unitholders, as adjusted

 

$

271,495

 

 

$

345,088

 

 

$

413,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO per diluted share

 

$

1.40

 

 

$

1.70

 

 

$

2.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO, as adjusted, per diluted share

 

$

1.36

 

 

$

1.73

 

 

$

2.08

 

 Year Ended December 31,
 2016 2015 2014
Net income attributable to common shareholders$127,990
 $58,479
 $174,258
Noncontrolling interest in income of Operating Partnership21,537
 10,171
 30,106
Depreciation and amortization expense of: 
  
  
Consolidated Properties292,693
 299,069
 291,273
Unconsolidated affiliates38,606
 40,476
 41,806
Non-real estate assets(3,154) (3,083) (2,311)
Noncontrolling interests' share of depreciation and amortization(8,760) (9,045) (6,842)
Loss on impairment, net of tax115,027
 105,945
 18,434
Gain on depreciable Property, net of taxes(45,741) (20,944) (937)
Gain on discontinued operations, net of taxes
 
 (273)
FFO allocable to Operating Partnership common unitholders538,198
 481,068
 545,514
    Litigation settlements, net of related expenses (1)
2,567
 (1,329) (7,763)
    Nonrecurring professional fees expense (1)
2,258
 
 
    Gain on investments, net of tax (2)
(7,034) (16,560) 
    Equity in earnings from disposals of unconsolidated affiliates (3)
(58,243) 
 
    Non cash default interest expense2,840
 
 4,695
    (Gain) loss on extinguishment of debt197
 (256) (87,893)
FFO allocable to Operating Partnership common unitholders, as adjusted$480,783
 $462,923
 $454,553
      
FFO per diluted share$2.69
 $2.41
 $2.73
      
FFO, as adjusted, per diluted share$2.41
 $2.32
 $2.28

(1)

(1)

The year ended December 31, 2019 is comprised of the accrued maximum expense of $88,150 recorded in the three months ended March 31, 2019 less total subsequent reductions of $26,396 pursuant to the terms of the settlement agreement related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement, tenants that opted out of the lawsuit and other permissible reductions. Litigation settlementexpense and nonrecurring professional fees expense, including settlements paid, are included in general and administrative expense in the consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the accompanying consolidated statements of operations. Litigation expense, including settlements paid, is included in General and Administrative Expense in the accompanying consolidated statements of operations. Nonrecurring professional fees expense, which relates to expenses associated with an SEC investigation, is included in General and Administrative expense in the accompanying consolidated statements of operations.

(2)

For the

The year ended December 31, 2016,2017 includes a gain of $10,136 related to the redemption of our 2007loss on investment in a Chinese real estate company, less related taxes of $500, partially offset by a $2,602 loss related to our exit from its consolidated joint venture that provided security and maintenance services to third parties. For the year ended December 31, 2015, includes a $16,560 gain related to the sale of marketable securities. These amounts are included in Gain on Investments in the accompanying consolidated statements of operations.

(3)For the year ended December 31, 2016, includes $3,758 related to the sale of four office buildings, $28,146 related to the foreclosure of the loan secured by Gulf Coast Town Center and $26,373 related to the sale of our 50%25% interest in River Ridge Mall JV, LLC to our joint venture partner.

( 3 )

The year ended December 31, 2019 includes non-cash default interest expense related to Acadiana Mall, Cary Towne Center, Greenbrier Mall and Hickory Point Mall. The year ended December 31, 2018 includes non-cash default interest expense related to Acadiana Mall, Cary Towne Center and Triangle Town Center. These amounts are included in Equity in EarningsThe year ended December 31, 2017 includes non-cash default interest expense related to Acadiana Mall, Chesterfield Mall, Midland Mall and Wausau Center.

( 4 )

The year ended December 31, 2019 includes a gain on extinguishment of Unconsolidated Affiliatesdebt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the accompanying consolidated statementsfirst quarter of operations.2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019. The year ended December 31, 2017 includes a gain on extinguishment of debt of $39,798 related to the non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center which were conveyed to their respective lenders in 2017.



This gain was partially offset by a loss on extinguishment of debt from prepayment fees on the early retirement of mortgage loans, net of the noncontrolling interests' share.

The reconciliation of diluted EPS attributable to common shareholders to FFO per diluted share is as follows (in thousands):follows:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Diluted EPS attributable to common shareholders

 

$

(0.89

)

 

$

(0.72

)

 

$

0.44

 

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

 

 

1.48

 

 

 

1.58

 

 

 

1.64

 

Loss on impairment, net of taxes

 

 

1.19

 

 

 

0.88

 

 

 

0.35

 

Gain on depreciable Property, net of taxes and

   noncontrolling interests' share

 

 

(0.38

)

 

 

(0.04

)

 

 

(0.25

)

FFO per diluted share

 

$

1.40

 

 

$

1.70

 

 

$

2.18

 

 Year Ended December 31,
 2016 2015 2014
Diluted EPS attributable to common shareholders$0.75
 $0.34
 $1.02
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 interests1.60
 1.64
 1.62
  Loss on impairment, net of tax0.57
 0.53
 0.09
  Gain on depreciable Property, net of tax(0.23) (0.10) 
FFO per diluted share$2.69
 $2.41
 $2.73

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the litigation settlements, gain on investments, non-cash default interest and the gain (loss) on extinguishment of debtadjustments noted above are as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

FFO of the Operating Partnership

 

$

280,258

 

 

$

339,803

 

 

$

434,613

 

Percentage allocable to common shareholders (1)

 

 

86.65

%

 

 

86.42

%

 

 

85.83

%

FFO allocable to common shareholders

 

$

242,844

 

 

$

293,658

 

 

$

373,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO allocable to Operating Partnership common

   unitholders, as adjusted

 

$

271,495

 

 

$

345,088

 

 

$

413,720

 

Percentage allocable to common shareholders (1)

 

 

86.65

%

 

 

86.42

%

 

 

85.83

%

FFO allocable to common shareholders, as adjusted

 

$

235,250

 

 

$

298,225

 

 

$

355,096

 

 Year Ended December 31,
 2016 2015 2014
FFO of the Operating Partnership$538,198
 $481,068
 $545,514
Percentage allocable to common shareholders (1)
85.48% 85.35% 85.27%
FFO allocable to common shareholders$460,052
 $410,592
 $465,160
      
FFO allocable to Operating Partnership common unitholders, as adjusted$480,783
 $462,923
 $454,553
Percentage allocable to common shareholders (1)
85.48% 85.35% 85.27%
FFO allocable to common shareholders, as adjusted$410,973
 $395,105
 $387,597

(1)

(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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties.  Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates.  Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.  We employ various derivative programs to manage certain portions of our market risk associated with interest rates.  See Note 616of the notes to consolidated financial statements for further discussions of the qualitative aspects of market risk, regarding derivative financial instrument activity.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2016,2019, a 0.5% increase or decrease in interest rates on variable rate debt would decrease or increase annual cash flows by approximately $4.8$42.8 million and $1.5$33.3 million, respectively and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately $4.7 million and $1.3 million, respectively.

$4.8 million.

Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2016,2019, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $91.5$41.4 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $94.8$42.7 million. 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Financial Statements and Schedules contained in Item 15on page 86. 79. 


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSACCOUN TANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None. 



ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures with Respect to the Company

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that the Company's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2016,2019, the Company maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management Onon Internal Control Overover Financial Reporting

Management of CBL & Associates Properties, Inc. and its consolidated subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.


Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls.  Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2016,2019, the Company maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company's internal control over financial reporting as of December 31, 20162019, as stated in their report which is included herein in Item 15.

below.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 20162019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of CBL & Associates Properties, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated March 9, 2020, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Atlanta, Georgia  

March 9, 2020


Controls and Procedures with Respect to the Operating Partnership

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, the Operating Partnership has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that the Operating Partnership's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Operating Partnership assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2016,2019, the Operating Partnership maintained effective internal control over financial reporting, as stated in its report which is included herein.

Report of Management Onon Internal Control Overover Financial Reporting

Management of CBL & Associates Limited Partnership and its consolidated subsidiaries (the “Operating Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Operating Partnership’s internal control over financial reporting is a process designed under the supervision of the Operating Partnership’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls.  Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.

The Company's management, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2016,2019, the Operating Partnership maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Operating Partnership's internal control over financial reporting as of December 31, 20162019, as stated in their report which is included herein in Item 15.

below.

Changes in Internal Control over Financial Reporting

There were no changes in the Operating Partnership's internal control over financial reporting during the quarter ended December 31, 20162019 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unit Holders of CBL & Associates Limited Partnership

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CBL & Associates Limited Partnership and subsidiaries (the “Partnership”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Partnership and our report dated March 9, 2020, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A partnership's internal control over financial reporting is a process designed 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. A partnership's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the partnership are being made only in accordance with authorizations of management and directors of the partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the partnership's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Atlanta, Georgia  

March 9, 2020


ITEM 9B. OTHEROTHE R INFORMATION

None.


None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference to the sections entitled “ELECTION OF DIRECTORS,DIRECTORS–General,“Board“ELECTION OF DIRECTORS–Director Nominees," "Additional" ELECTION OF DIRECTORS–Additional Executive Officers,” “Corporate Governance Matters - “–CORPORATE GOVERNANCE MATTERS–Code of Business Conduct and Ethics,” “Board“CORPORATE GOVERNANCE MATTERS–Board of Directors’ Meetings and Committees – The Audit Committee,” and “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” in our definitive proxy statement filed with the SEC with respect to our Annual Meeting of Stockholders to be held on May 8, 2017. 

7, 2020. 

Our Board of Directors has determined that each of A. Larry Chapman, an independent director and chairman of the audit committee, and Matthew S. Dominski, and Richard J. Lieb and Carolyn B. Tiffany, each, an independent director and member of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the Commission. 

ITEM 11. EXECUTIVE COMPENSATION

Incorporated herein by reference to the sections entitled “DIRECTOR COMPENSATION,” “EXECUTIVE COMPENSATION,” “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 8, 2017. 

7, 2020. 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated herein by reference to the sections entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Equity Compensation Plan Information as of December 31, 2016”2019”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 8, 2017. 

7, 2020. 

Incorporated herein by reference to the sections entitled “Corporate Governance Matters – “CORPORATE GOVERNANCE MATTERS–Director Independence” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 8, 2017. 

7, 2020. 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 8, 2017.

7, 2020.



PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(1)

(1)

Consolidated Financial Statements

Page

Number

CBL & Associates Properties, Inc.

80

81

7

82

7

83

85

CBL & Associates Limited Partnership

86

87

88

89

91

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership

92

(2)

Consolidated Financial Statement Schedules

135

136

142

Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.

(3)

Exhibits

The Exhibit Index attachedpreceding the Signature pages to this report is incorporated by reference into this Item 15(a)(3).

143

ITEM 16. FORM 10-K SUMMARY

None.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
(Registrant)
By:/s/ Farzana Khaleel
Farzana Khaleel
Executive Vice President -
Chief Financial Officer and Treasurer
Dated: March 1, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Charles B. LebovitzChairman of the BoardMarch 1, 2017
Charles B. Lebovitz
/s/ Stephen D. LebovitzDirector, President and Chief Executive Officer (Principal Executive Officer)March 1, 2017
Stephen D. Lebovitz
/s/ Farzana KhaleelExecutive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)March 1, 2017
Farzana Khaleel
/s/ Gary L. Bryenton*DirectorMarch 1, 2017
Gary L. Bryenton
/s/ A. Larry Chapman*DirectorMarch 1, 2017
A. Larry Chapman
/s/ Matthew S. Dominski*DirectorMarch 1, 2017
Matthew S. Dominski
/s/ John D. Griffith*DirectorMarch 1, 2017
John D. Griffith
/s/ Richard J. Lieb*DirectorMarch 1, 2017
Richard J. Lieb
/s/ Gary J. Nay*DirectorMarch 1, 2017
Gary J. Nay
/s/ Kathleen M. Nelson*DirectorMarch 1, 2017
Kathleen M. Nelson
*By: /s/ Farzana KhaleelAttorney-in-FactMarch 1, 2017
Farzana Khaleel


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Registrant)
By: CBL HOLDINGS I, INC., its general partner
By:/s/ Farzana Khaleel
Farzana Khaleel
Executive Vice President -
Chief Financial Officer and Treasurer
Dated: March 1, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Charles B. LebovitzChairman of the Board of CBL Holdings I, Inc., general partner of the RegistrantMarch 1, 2017
Charles B. Lebovitz
/s/ Stephen D. LebovitzDirector, President and Chief Executive Officer of CBL Holdings I, Inc., general partner of the Registrant (Principal Executive Officer)March 1, 2017
Stephen D. Lebovitz
/s/ Farzana KhaleelExecutive Vice President - Chief Financial Officer and Treasurer of CBL Holdings, I, Inc., general partner of the Registrant (Principal Financial Officer and Principal Accounting Officer)March 1, 2017
Farzana Khaleel



Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors and Shareholders of

CBL & Associates Properties, Inc.
Chattanooga, TN:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CBL & Associates Properties, Inc. and subsidiaries (the "Company") as of December 31, 20162019 and 2015, and2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2016.  Our audits also included2019, and the financial statementrelated notes and the schedules listed in the Index at Item 15.  We also have audited15 (collectively referred to as the Company's internal control over"financial statements"). In our opinion, the financial reportingstatements present fairly, in all material respects, the financial position of the Company as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by2019 and 2018, and the Committeeresults of Sponsoring Organizationsits operations and its cash flows for each of the Treadway Commission.  The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, includedthree years in the accompanying Reportperiod ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of Management On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Company's internal control over financial reporting based on our audits.

America.

We conducted our auditshave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, and whether effective internal control over financial reporting was maintained in all material respects.due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.statements. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CBL & Associates Properties, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

opinion.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 1, 2017

9, 2020

We have served as the Company's auditor since 2002.



CBL & Associates Properties, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

December 31,

 

ASSETS (1)

 

2019

 

 

2018

 

Real estate assets:

 

 

 

 

 

 

 

 

Land

 

$

730,218

 

 

$

793,944

 

Buildings and improvements

 

 

5,631,831

 

 

 

6,414,886

 

 

 

 

6,362,049

 

 

 

7,208,830

 

Accumulated depreciation

 

 

( 2,349,404

)

 

 

( 2,493,082

)

 

 

 

4,012,645

 

 

 

4,715,748

 

Held for sale

 

 

 

 

 

30,971

 

Developments in progress

 

 

49,351

 

 

 

38,807

 

Net investment in real estate assets

 

 

4,061,996

 

 

 

4,785,526

 

Cash and cash equivalents

 

 

32,816

 

 

 

25,138

 

Receivables:

 

 

 

 

 

 

 

 

Tenant, net of allowance for doubtful accounts of $ 2,337 in 2018

 

 

75,252

 

 

 

77,788

 

Other

 

 

10,792

 

 

 

7,511

 

Mortgage and other notes receivable

 

 

4,662

 

 

 

7,672

 

Investments in unconsolidated affiliates

 

 

307,354

 

 

 

283,553

 

Intangible lease assets and other assets

 

 

129,474

 

 

 

153,665

 

 

 

$

4,622,346

 

 

$

5,340,853

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

 

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

3,527,015

 

 

$

4,043,180

 

Accounts payable and accrued liabilities

 

 

231,306

 

 

 

218,217

 

Liabilities related to assets held for sale

 

 

 

 

 

43,716

 

Total liabilities (1)

 

 

3,758,321

 

 

 

4,305,113

 

Commitments and contingencies (Note 8 and Note 15)

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

 

2,160

 

 

 

3,575

 

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, 174,115,111

   and 172,656,458 issued and outstanding in 2019 and 2018, respectively

 

 

1,741

 

 

 

1,727

 

Additional paid-in capital

 

 

1,965,897

 

 

 

1,968,280

 

Dividends in excess of cumulative earnings

 

 

( 1,161,351

)

 

 

( 1,005,895

)

Total shareholders' equity

 

 

806,312

 

 

 

964,137

 

Noncontrolling interests

 

 

55,553

 

 

 

68,028

 

Total equity

 

 

861,865

 

 

 

1,032,165

 

 

 

$

4,622,346

 

 

$

5,340,853

 

 December 31,
ASSETS (1)
2016 2015
Real estate assets:   
Land$820,979
 $876,668
Buildings and improvements6,942,452
 7,287,862
 7,763,431
 8,164,530
Accumulated depreciation(2,427,108) (2,382,568)
 5,336,323
 5,781,962
Held for sale5,861
 
Developments in progress178,355
 75,991
Net investment in real estate assets5,520,539
 5,857,953
Cash and cash equivalents18,951
 36,892
Receivables: 
  
Tenant, net of allowance for doubtful accounts of $1,910
and $1,923 in 2016 and 2015, respectively
94,676
 87,286
Other, net of allowance for doubtful accounts of $838
and $1,276 in 2016 and 2015, respectively
6,227
 17,958
Mortgage and other notes receivable16,803
 18,238
Investments in unconsolidated affiliates266,872
 276,383
Intangible lease assets and other assets180,572
 185,281
 $6,104,640
 $6,479,991
    
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY 
  
Mortgage and other indebtedness, net$4,465,294
 $4,710,628
Accounts payable and accrued liabilities280,498
 344,434
Total liabilities (1)
4,745,792
 5,055,062
Commitments and contingencies (Note 6 and Note 14)

 

Redeemable noncontrolling interests17,996
 25,330
Shareholders' equity: 
  
Preferred Stock, $.01 par value, 15,000,000 shares authorized: 
  
  7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding
18
 18
  6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding
7
 7
Common stock, $.01 par value, 350,000,000 shares
authorized, 170,792,645 and 170,490,948 issued and
outstanding in 2016 and 2015, respectively
1,708
 1,705
Additional paid-in capital1,969,059
 1,970,333
Accumulated other comprehensive income
 1,935
Dividends in excess of cumulative earnings(742,078) (689,028)
Total shareholders' equity1,228,714
 1,284,970
Noncontrolling interests112,138
 114,629
Total equity1,340,852
 1,399,599
 $6,104,640
 $6,479,991

(1)

(1)

As of December 31, 2016,2019, includes $659,494$ 370,629 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $463,362$ 177,506 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 810 ...


The accompanying notes are an integral part of these consolidated statements.



CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

736,878

 

 

$

829,113

 

 

$

909,595

 

Management, development and leasing fees

 

 

9,350

 

 

 

10,542

 

 

 

11,982

 

Other

 

 

22,468

 

 

 

18,902

 

 

 

5,675

 

Total revenues

 

 

768,696

 

 

 

858,557

 

 

 

927,252

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

( 108,905

)

 

 

( 122,017

)

 

 

( 128,030

)

Depreciation and amortization

 

 

( 257,746

)

 

 

( 285,401

)

 

 

( 299,090

)

Real estate taxes

 

 

( 75,465

)

 

 

( 82,291

)

 

 

( 83,917

)

Maintenance and repairs

 

 

( 46,282

)

 

 

( 48,304

)

 

 

( 48,606

)

General and administrative

 

 

( 64,181

)

 

 

( 61,506

)

 

 

( 58,466

)

Loss on impairment

 

 

( 239,521

)

 

 

( 174,529

)

 

 

( 71,401

)

Litigation settlement

 

 

( 61,754

)

 

 

 

 

 

 

Other

 

 

( 91

)

 

 

( 787

)

 

 

( 5,180

)

Total operating expenses

 

 

( 853,945

)

 

 

( 774,835

)

 

 

( 694,690

)

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

2,764

 

 

 

1,858

 

 

 

1,706

 

Interest expense

 

 

( 206,261

)

 

 

( 220,038

)

 

 

( 218,680

)

Gain on extinguishment of debt

 

 

71,722

 

 

 

 

 

 

30,927

 

Gain (loss) on investments/deconsolidation

 

 

67,242

 

 

 

 

 

 

( 6,197

)

Gain on sales of real estate assets

 

 

16,274

 

 

 

19,001

 

 

 

93,792

 

Income tax benefit (provision)

 

 

( 3,153

)

 

 

1,551

 

 

 

1,933

 

Equity in earnings of unconsolidated affiliates

 

 

4,940

 

 

 

14,677

 

 

 

22,939

 

Total other expenses

 

 

( 46,472

)

 

 

( 182,951

)

 

 

( 73,580

)

Net income (loss)

 

 

( 131,721

)

 

 

( 99,229

)

 

 

158,982

 

Net (income) loss attributable to noncontrolling interests in:

 

 

 

 

 

 

 

 

 

 

 

 

Operating Partnership

 

 

23,683

 

 

 

19,688

 

 

 

( 12,652

)

Other consolidated subsidiaries

 

 

( 739

)

 

 

973

 

 

 

( 25,390

)

Net income (loss) attributable to the Company

 

 

( 108,777

)

 

 

( 78,568

)

 

 

120,940

 

Preferred dividends declared

 

 

( 33,669

)

 

 

( 44,892

)

 

 

( 44,892

)

Preferred dividends undeclared

 

 

( 11,223

)

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

 

$

( 153,669

)

 

$

( 123,460

)

 

$

76,048

 

Basic and diluted per share data attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

 

$

( 0.89

)

 

$

( 0.72

)

 

$

0.44

 

Weighted-average common and potential dilutive common shares outstanding

 

 

173,445

 

 

 

172,486

 

 

 

171,070

 

 Year Ended December 31,
 2016 2015 2014
REVENUES:     
Minimum rents$670,565
 $684,309
 $682,584
Percentage rents17,803
 18,063
 16,876
Other rents23,110
 21,934
 22,314
Tenant reimbursements280,438
 288,279
 290,561
Management, development and leasing fees14,925
 10,953
 12,986
Other21,416
 31,480
 35,418
Total revenues1,028,257
 1,055,018
 1,060,739
      
OPERATING EXPENSES: 
  
  
Property operating137,760
 141,030
 149,774
Depreciation and amortization292,693
 299,069
 291,273
Real estate taxes90,110
 90,799
 89,281
Maintenance and repairs53,586
 51,516
 54,842
General and administrative63,332
 62,118
 50,271
Loss on impairment116,822
 105,945
 17,858
Other20,326
 26,957
 32,297
Total operating expenses774,629
 777,434
 685,596
Income from operations253,628
 277,584
 375,143
Interest and other income1,524
 6,467
 14,121
Interest expense(216,318) (229,343) (239,824)
Gain on extinguishment of debt
 256
 87,893
Gain on investments7,534
 16,560
 
Income tax benefit (provision)2,063
 (2,941) (4,499)
Equity in earnings of unconsolidated affiliates117,533
 18,200
 14,803
Income from continuing operations before gain on sales of real estate assets165,964
 86,783
 247,637
Gain on sales of real estate assets29,567
 32,232
 5,342
Income from continuing operations195,531
 119,015
 252,979
Operating loss of discontinued operations
 
 (222)
Gain on discontinued operations
 
 276
Net income195,531
 119,015
 253,033
Net income attributable to noncontrolling interests in: 
  
  
Operating Partnership(21,537) (10,171) (30,106)
Other consolidated subsidiaries(1,112) (5,473) (3,777)
Net income attributable to the Company172,882
 103,371
 219,150
Preferred dividends(44,892) (44,892) (44,892)
Net income attributable to common shareholders$127,990
 $58,479
 $174,258
      
Basic per share data attributable to common shareholders: 
  
 

Income from continuing operations, net of preferred dividends$0.75
 $0.34
 $1.02
Discontinued operations0.00
 0.00
 0.00
Net income attributable to common shareholders$0.75
 $0.34
 $1.02
Weighted-average common shares outstanding170,762
 170,476
 170,247
      
Diluted per share data attributable to common shareholders: 
  
  
Income from continuing operations, net of preferred dividends$0.75
 $0.34
 $1.02
Discontinued operations0.00
 0.00
 0.00
Net income attributable to common shareholders$0.75
 $0.34
 $1.02
Weighted-average common and potential dilutive common shares outstanding170,836
 170,499
 170,247
      
Amounts attributable to common shareholders: 
  
  
Income from continuing operations, net of preferred dividends$127,990
 $58,479
 $174,212
Discontinued operations
 
 46
Net income attributable to common shareholders$127,990
 $58,479
 $174,258

The accompanying notes are an integral part of these consolidated statements.



CBL & Associates Properties, Inc.

Consolidated Statements of Comprehensive IncomeEquity

(in thousands, except share data)

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

Redeemable

Noncontrolling

Interests

 

 

Preferred

Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Dividends

in

Excess of

Cumulative

Earnings

 

 

Total

Shareholders'

Equity

 

 

Noncontrolling

Interests

 

 

Total

Equity

 

Balance, December 31, 2016

 

$

17,996

 

 

$

25

 

 

$

1,708

 

 

$

1,969,059

 

 

$

( 742,078

)

 

$

1,228,714

 

 

$

112,138

 

 

$

1,340,852

 

Net income

 

 

699

 

 

 

 

 

 

 

 

 

 

 

 

120,940

 

 

 

120,940

 

 

 

37,343

 

 

 

158,283

 

Purchase of noncontrolling interests in Operating

   Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 656

)

 

 

( 656

)

Dividends declared - common stock ($ 0.995 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 170,239

)

 

 

( 170,239

)

 

 

 

 

 

( 170,239

)

Dividends declared - preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 44,892

)

 

 

( 44,892

)

 

 

 

 

 

( 44,892

)

Issuance of 348,809 shares of common stock and

   restricted common stock

 

 

 

 

 

 

 

 

3

 

 

 

526

 

 

 

 

 

 

529

 

 

 

 

 

 

529

 

Cancellation of 52,676 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

( 405

)

 

 

 

 

 

( 405

)

 

 

 

 

 

( 405

)

Performance stock units

 

 

 

 

 

 

 

 

 

 

 

1,501

 

 

 

 

 

 

1,501

 

 

 

 

 

 

1,501

 

Amortization of deferred compensation

 

 

 

 

 

 

 

 

 

 

 

3,982

 

 

 

 

 

 

3,982

 

 

 

 

 

 

3,982

 

Adjustment for noncontrolling interests

 

 

3,049

 

 

 

 

 

 

 

 

 

( 7,339

)

 

 

 

 

 

( 7,339

)

 

 

4,290

 

 

 

( 3,049

)

Adjustment to record redeemable noncontrolling interests

   at redemption value

 

 

( 8,337

)

 

 

 

 

 

 

 

 

7,213

 

 

 

 

 

 

7,213

 

 

 

1,124

 

 

 

8,337

 

Deconsolidation of investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 2,232

)

 

 

( 2,232

)

Distributions to noncontrolling interests

 

 

( 4,572

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 55,796

)

 

 

( 55,796

)

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

263

 

 

 

263

 

Balance, December 31, 2017

 

$

8,835

 

 

$

25

 

 

$

1,711

 

 

$

1,974,537

 

 

$

( 836,269

)

 

$

1,140,004

 

 

$

96,474

 

 

$

1,236,478

 

Net loss

 

 

( 1,134

)

 

 

 

 

 

 

 

 

 

 

 

( 78,568

)

 

 

( 78,568

)

 

 

( 19,527

)

 

 

( 98,095

)

Cumulative effect of accounting change (Note 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,433

 

 

 

11,433

 

 

 

 

 

 

11,433

 

Cumulative effect of accounting change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,947

 

 

 

58,947

 

 

 

 

 

 

58,947

 

Purchase of noncontrolling interests in Operating

   Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 2,267

)

 

 

( 2,267

)

Dividends declared - common stock ($ 0.675 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 116,546

)

 

 

( 116,546

)

 

 

 

 

 

( 116,546

)

Dividends declared - preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 44,892

)

 

 

( 44,892

)

 

 

 

 

 

( 44,892

)

Issuance of 727,812 shares of common stock and

   restricted common stock

 

 

 

 

 

 

 

 

7

 

 

 

849

 

 

 

 

 

 

856

 

 

 

 

 

 

856

 

Conversion of 915,338 Operating Partnership common

   units into shares of common stock

 

 

 

 

 

 

 

 

9

 

 

 

3,050

 

 

 

 

 

 

3,059

 

 

 

( 3,059

)

 

 

 

Cancellation of 75,470 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

( 284

)

 

 

 

 

 

( 284

)

 

 

 

 

 

( 284

)

Performance stock units

 

 

 

 

 

 

 

 

 

 

 

1,292

 

 

 

 

 

 

1,292

 

 

 

 

 

 

1,292

 

Forfeiture of performance stock units

 

 

 

 

 

 

 

 

 

 

 

( 250

)

 

 

 

 

 

( 250

)

 

 

 

 

 

( 250

)

Amortization of deferred compensation

 

 

 

 

 

 

 

 

 

 

 

3,640

 

 

 

 

 

 

3,640

 

 

 

 

 

 

3,640

 

Adjustment for noncontrolling interests

 

 

4,065

 

 

 

 

 

 

 

 

 

( 17,706

)

 

 

 

 

 

( 17,706

)

 

 

13,642

 

 

 

( 4,064

)

Adjustment to record redeemable noncontrolling interests

   at redemption value

 

 

( 3,619

)

 

 

 

 

 

 

 

 

3,152

 

 

 

 

 

 

3,152

 

 

 

467

 

 

 

3,619

 

Distributions to noncontrolling interests

 

 

( 4,572

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 27,311

)

 

 

( 27,311

)

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,609

 

 

 

9,609

 

Balance, December 31, 2018

 

$

3,575

 

 

$

25

 

 

$

1,727

 

 

$

1,968,280

 

 

$

( 1,005,895

)

 

$

964,137

 

 

$

68,028

 

 

$

1,032,165

 

(In thousands)
  
Year Ended December 31,
 2016 2015 2014
Net income$195,531
 $119,015
 $253,033
      
Other comprehensive income (loss):     
   Unrealized holding gain on available-for-sale securities
 242
 6,543
Reclassification to net income of realized gain on available-for-sale securities
 (16,560) 
   Unrealized gain on hedging instruments877
 4,111
 3,977
   Reclassification of hedging effect on earnings(443) (2,196) (2,195)
Total other comprehensive income (loss)434
 (14,403) 8,325
      
Comprehensive income195,965
 104,612
 261,358
  Comprehensive income attributable to noncontrolling interests in:     
     Operating Partnership(21,600) (7,244) (31,345)
     Other consolidated subsidiaries(1,112) (5,473) (3,777)
Comprehensive income attributable to the Company$173,253
 $91,895
 $226,236


CBL & Associates Properties, Inc.

Consolidated Statements of Equity

(Continued)

(in thousands, except share data)

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

Redeemable

Noncontrolling

Interests

 

 

Preferred

Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Dividends

in

Excess of

Cumulative

Earnings

 

 

Total

Shareholders'

Equity

 

 

Noncontrolling

Interests

 

 

Total

Equity

 

Balance, December 31, 2018

 

$

3,575

 

 

$

25

 

 

$

1,727

 

 

$

1,968,280

 

 

$

( 1,005,895

)

 

$

964,137

 

 

$

68,028

 

 

$

1,032,165

 

Net loss

 

 

( 1,384

)

 

 

 

 

 

 

 

 

 

 

 

( 108,777

)

 

 

( 108,777

)

 

 

( 21,560

)

 

 

( 130,337

)

Purchase of noncontrolling interests in Operating

   Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 96

)

 

 

( 96

)

Dividends declared - common stock ($ 0.075 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 13,010

)

 

 

( 13,010

)

 

 

 

 

 

( 13,010

)

Dividends declared - preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 33,669

)

 

 

( 33,669

)

 

 

 

 

 

( 33,669

)

Issuance of 915,226 shares of common stock and

   restricted common stock

 

 

 

 

 

 

 

 

10

 

 

 

781

 

 

 

 

 

 

791

 

 

 

 

 

 

791

 

Conversion of 611,847 Operating Partnership common

   units into shares of common stock

 

 

 

 

 

 

 

 

5

 

 

 

725

 

 

 

 

 

 

730

 

 

 

( 730

)

 

 

 

Cancellation of 68,420 shares of restricted common stock

 

 

 

 

 

 

 

 

( 1

)

 

 

( 143

)

 

 

 

 

 

( 144

)

 

 

 

 

 

( 144

)

Performance stock units

 

 

 

 

 

 

 

 

 

 

 

1,250

 

 

 

 

 

 

1,250

 

 

 

 

 

 

1,250

 

Amortization of deferred compensation

 

 

 

 

 

 

 

 

 

 

 

2,794

 

 

 

 

 

 

2,794

 

 

 

 

 

 

2,794

 

Adjustment for noncontrolling interests

 

 

3,398

 

 

 

 

 

 

 

 

 

( 7,790

)

 

 

 

 

 

( 7,790

)

 

 

4,392

 

 

 

( 3,398

)

Distributions to noncontrolling interests

 

 

( 3,429

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 11,149

)

 

 

( 11,149

)

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,654

 

 

 

4,654

 

Deconsolidation of investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,014

 

 

 

12,014

 

Balance, December 31, 2019

 

$

2,160

 

 

$

25

 

 

$

1,741

 

 

$

1,965,897

 

 

$

( 1,161,351

)

 

$

806,312

 

 

$

55,553

 

 

$

861,865

 

The accompanying notes are an integral part of these consolidated statements.




CBL & Associates Properties, Inc.

Consolidated Statements of EquityCash Flows

(In thousands)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

( 131,721

)

 

$

( 99,229

)

 

$

158,982

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

257,746

 

 

 

285,401

 

 

 

299,090

 

Net amortization of deferred financing costs, debt premiums and discounts

 

 

8,316

 

 

 

7,163

 

 

 

4,953

 

Net amortization of intangible lease assets and liabilities

 

 

( 1,809

)

 

 

( 192

)

 

 

( 1,788

)

Gain on sales of real estate assets

 

 

( 16,274

)

 

 

( 19,001

)

 

 

( 93,792

)

Gain on insurance proceeds

 

 

( 462

)

 

 

( 912

)

 

 

 

Write-off of development projects

 

 

91

 

 

 

787

 

 

 

5,180

 

Share-based compensation expense

 

 

4,783

 

 

 

5,386

 

 

 

5,792

 

(Gain) loss on investments/deconsolidation

 

 

( 67,242

)

 

 

 

 

 

6,197

 

Loss on impairment

 

 

239,521

 

 

 

174,529

 

 

 

71,401

 

Gain on extinguishment of debt

 

 

( 71,722

)

 

 

 

 

 

( 30,927

)

Equity in earnings of unconsolidated affiliates

 

 

( 4,940

)

 

 

( 14,677

)

 

 

( 22,939

)

Distributions of earnings from unconsolidated affiliates

 

 

21,651

 

 

 

21,539

 

 

 

22,373

 

Change in estimate of uncollectable rental revenues

 

 

3,463

 

 

 

4,817

 

 

 

3,782

 

Change in deferred tax accounts

 

 

2,668

 

 

 

( 2,905

)

 

 

4,526

 

Changes in:

 

 

 

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

( 10,885

)

 

 

1,379

 

 

 

( 3,941

)

Other assets

 

 

( 63

)

 

 

1,343

 

 

 

( 6,660

)

Accounts payable and accrued liabilities

 

 

40,287

 

 

 

11,814

 

 

 

8,168

 

Net cash provided by operating activities

 

 

273,408

 

 

 

377,242

 

 

 

430,397

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Additions to real estate assets

 

 

( 128,148

)

 

 

( 137,196

)

 

 

( 203,127

)

Acquisitions of real estate assets

 

 

( 5,700

)

 

 

( 3,301

)

 

 

( 79,799

)

Proceeds from sales of real estate assets

 

 

130,310

 

 

 

88,191

 

 

 

210,346

 

Net proceeds from disposal of investments

 

 

18,563

 

 

 

 

 

 

9,000

 

Proceeds from insurance

 

 

2,037

 

 

 

3,189

 

 

 

 

Additions to mortgage and other notes receivable

 

 

 

 

 

 

 

 

( 4,118

)

Payments received on mortgage and other notes receivable

 

 

3,010

 

 

 

1,274

 

 

 

9,659

 

Additional investments in and advances to unconsolidated affiliates

 

 

( 5,786

)

 

 

( 5,050

)

 

 

( 19,347

)

Distributions in excess of equity in earnings of unconsolidated affiliates

 

 

13,345

 

 

 

32,277

 

 

 

18,192

 

Changes in other assets

 

 

( 3,045

)

 

 

( 6,853

)

 

 

( 16,618

)

Net cash provided by (used in) investing activities

 

 

24,586

 

 

 

( 27,469

)

 

 

( 75,812

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from mortgage and other indebtedness

 

 

1,127,991

 

 

 

642,652

 

 

 

1,216,132

 

Principal payments on mortgage and other indebtedness

 

 

( 1,334,972

)

 

 

( 790,617

)

 

 

( 1,264,076

)

Additions to deferred financing costs

 

 

( 15,546

)

 

 

( 1,859

)

 

 

( 5,905

)

Prepayment fees on extinguishment of debt

 

 

 

 

 

 

 

 

( 8,871

)

Proceeds from issuances of common stock

 

 

40

 

 

 

156

 

 

 

204

 

Purchases of noncontrolling interests in the Operating Partnership

 

 

( 96

)

 

 

( 2,267

)

 

 

( 656

)

Contributions from noncontrolling interests

 

 

4,654

 

 

 

9,609

 

 

 

263

 

Payment of tax withholdings for restricted stock awards

 

 

( 133

)

 

 

( 289

)

 

 

( 390

)

Distributions to noncontrolling interests

 

 

( 18,758

)

 

 

( 35,113

)

 

 

( 62,010

)

Dividends paid to holders of preferred stock

 

 

( 33,669

)

 

 

( 44,892

)

 

 

( 44,892

)

Dividends paid to common shareholders

 

 

( 25,959

)

 

 

( 137,813

)

 

 

( 181,281

)

Net cash used in financing activities

 

 

( 296,448

)

 

 

( 360,433

)

 

 

( 351,482

)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

 

1,546

 

 

 

( 10,660

)

 

 

3,103

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

 

 

57,512

 

 

 

68,172

 

 

 

65,069

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

 

$

59,058

 

 

$

57,512

 

 

$

68,172

 

Reconciliation from consolidated statements of cash flows to

   consolidated balance sheets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,816

 

 

$

25,138

 

 

$

32,627

 

Restricted cash (1):

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

180

 

 

 

3,812

 

 

 

920

 

Mortgage escrows

 

 

26,062

 

 

 

28,562

 

 

 

34,625

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

 

$

59,058

 

 

$

57,512

 

 

$

68,172

 

(in thousands, except share data)

(1)

Included in intangible lease assets and other assets in the consolidated balance sheets



   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, December 31, 2013$34,639
 $25
 $1,700
 $1,967,644
 $6,325
 $(570,781) $1,404,913
 $155,021
 $1,559,934
Net income3,425
 
 
 
 
 219,150
 219,150
 30,389
 249,539
Other comprehensive income65
 
 
 
 7,086
 
 7,086
 1,174
 8,260
Purchase of noncontrolling interests in Operating Partnership
 
 
 
 
 
 
 (4,861) (4,861)
Dividends declared - common stock
 
 
 
 
 (170,262) (170,262) 
 (170,262)
Dividends declared - preferred stock
 
 
 
 
 (44,892) (44,892) 
 (44,892)
Issuance of 246,168 shares of common stock and restricted common stock
 
 3
 680
 
 
 683
 
 683
Cancellation of 34,039 shares of restricted common stock
 
 
 (389) 
 
 (389) 
 (389)
Amortization of deferred compensation
 
 
 3,508
 
 
 3,508
 
 3,508
Adjustment for noncontrolling interests2,937
 
 
 (8,231) 
 
 (8,231) 5,294
 (2,937)
Adjustment to record redeemable noncontrolling interests at redemption value5,337
 
 
 (5,014) 
 
 (5,014) (322) (5,336)
Distributions to noncontrolling interests(8,844) 
 
 
 
 
 
 (44,257) (44,257)
Contributions from noncontrolling interests
 
 
 
 
 
 
 938
 938
Balance, December 31, 2014$37,559
 $25
 $1,703
 $1,958,198
 $13,411
 $(566,785) $1,406,552
 $143,376
 $1,549,928
Net income3,902
 
 
 
 
 103,371
 103,371
 11,742
 115,113
Other comprehensive loss(352) 
 
 
 (11,476) 
 (11,476) (2,575) (14,051)
Purchase of noncontrolling interests in Operating Partnership
 
 
 
 
 
 
 (286) (286)
Dividends declared - common stock
 
 
 
 
 (180,722) (180,722) 
 (180,722)
Dividends declared - preferred stock
 
 
 
 
 (44,892) (44,892) 
 (44,892)
Issuance of 278,093 shares of common stock and restricted common stock
 
 3
 676
 
 
 679
 
 679
Cancellation of 47,418 shares of restricted common stock
 
 (1) (769) 
 
 (770) 
 (770)
Performance stock units
 
 
 624
 
 
 624
 
 624
Amortization of deferred compensation
 
 
 4,152
 
 
 4,152
 
 4,152
Adjustment for noncontrolling interests2,981
 
 
 (2,773) 
 
 (2,773) (207) (2,980)
Adjustment to record redeemable noncontrolling interests at redemption value(11,617) 
 
 10,225
 
 
 10,225
 1,392
 11,617
Distributions to noncontrolling interests(7,143) 
 
 
 
 
 
 (40,534) (40,534)
Contributions from noncontrolling interests
 
 
 
 
 
 
 1,721
 1,721
Balance, December 31, 2015$25,330
 $25
 $1,705
 $1,970,333
 $1,935
 $(689,028) $1,284,970
 $114,629
 $1,399,599




CBL & Associates Properties, Inc.
Consolidated Statements of Equity
(Continued)
(in thousands, except share data)


   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, December 31, 2015$25,330
 $25
 $1,705
 $1,970,333
 $1,935
 $(689,028) $1,284,970
 $114,629
 $1,399,599
Net income (loss)(1,603) 
 
 
 
 172,882
 172,882
 24,252
 197,134
Other comprehensive income3
 
 
 
 371
 
 371
 60
 431
Purchase of noncontrolling interests in Operating Partnership
 
 
 
 
 
 
 (11,754) (11,754)
Redemption of redeemable noncontrolling interest(3,206) 
 
 9,636
 
 
 9,636
 
 9,636
Dividends declared - common stock
 
 
 
 
 (181,040) (181,040) 
 (181,040)
Dividends declared - preferred stock
 
 
 
 
 (44,892) (44,892) 
 (44,892)
Issuance of 335,417 shares of common stock and restricted common stock
 
 3
 478
 
 
 481
 
 481
Cancellation of 33,720 shares of restricted common stock
 
 
 (267) 
 
 (267) 
 (267)
Performance stock units
 
 
 1,033
 
 
 1,033
 
 1,033
Amortization of deferred compensation
 
 
 3,680
 
 
 3,680
 
 3,680
Adjustment for noncontrolling interests2,454
 
 
 (13,773) (2,306) 
 (16,079) 13,625
 (2,454)
Adjustment to record redeemable noncontrolling interests at redemption value1,937
 
 
 (2,061) 
 
 (2,061) 124
 (1,937)
Distributions to noncontrolling interests(6,919) 
 
 
 
 
 
 (40,039) (40,039)
Contributions from noncontrolling interests
 
 
 
 
 
 
 11,241
 11,241
Balance, December 31, 2016$17,996
 $25
 $1,708
 $1,969,059
 $
 $(742,078) $1,228,714
 $112,138
 $1,340,852

The accompanying notes are an integral part of these consolidated statements.




CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(In thousands)
 Year Ended December 31,
 2016
2015
2014
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$195,531
 $119,015
 $253,033
      
Adjustments to reconcile net income to net cash provided by
    operating activities:
     
Depreciation and amortization292,693
 299,069
 291,273
Net amortization of deferred financing costs, debt premiums and discounts2,952
 4,948
 4,405
Net amortization of intangible lease assets and liabilities113
 (1,487) 368
Gain on sales of real estate assets(29,567) (32,232) (5,342)
Gain on discontinued operations
 
 (276)
Write-off of development projects56
 2,373
 136
Share-based compensation expense5,027
 5,218
 3,979
Gain on investments(7,534) (16,560) 
Loss on impairment116,822
 105,945
 17,858
Loss on impairment from discontinued operations
 
 681
Gain on extinguishment of debt
 (256) (87,893)
Equity in earnings of unconsolidated affiliates(117,533) (18,200) (14,803)
Distributions of earnings from unconsolidated affiliates16,603
 21,095
 21,866
Provision for doubtful accounts4,058
 2,254
 2,643
Change in deferred tax accounts(907) (153) 1,329
Changes in:     
Tenant and other receivables(7,979) (5,455) (4,053)
Other assets(4,386) 1,803
 1,101
Accounts payable and accrued liabilities2,630
 7,638
 (18,244)
Net cash provided by operating activities468,579
 495,015
 468,061
      
CASH FLOWS FROM INVESTING ACTIVITIES:     
Additions to real estate assets(248,004) (218,891) (277,624)
Acquisitions of real estate assets
 (191,988) 
(Additions) reductions to restricted cash(11,434) 5,491
 4,880
Proceeds from sales of real estate assets189,489
 132,231
 16,513
Net proceeds from disposal of investments10,299
 
 
Additions to mortgage and other notes receivable(3,259) (3,096) 
Payments received on mortgage and other notes receivable1,069
 1,610
 20,973
Proceeds from sale of available-for-sale securities
 20,755
 
Additional investments in and advances to unconsolidated affiliates(28,510) (15,200) (30,404)
Distributions in excess of equity in earnings of unconsolidated affiliates95,958
 20,807
 39,229
Changes in other assets(7,054) (11,534) (8,422)
Net cash used in investing activities(1,446) (259,815) (234,855)





CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(Continued)
(In thousands)
 Year Ended December 31,
 2016 2015 2014
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from mortgage and other indebtedness$1,174,409
 $1,358,296
 $1,061,928
Principal payments on mortgage and other indebtedness(1,377,739) (1,315,094) (1,050,647)
Additions to deferred financing costs(8,345) (6,796) (2,386)
Prepayment fees on extinguishment of debt
 
 (1,506)
Proceeds from issuances of common stock179
 188
 175
Purchases of noncontrolling interests in the Operating Partnership(11,754) (286) (4,861)
Contributions from noncontrolling interests11,241
 682
 938
Distributions to noncontrolling interests(47,213) (47,682) (52,712)
Dividends paid to holders of preferred stock(44,892) (44,892) (44,892)
Dividends paid to common shareholders(180,960) (180,662) (166,805)
Net cash used in financing activities(485,074) (236,246) (260,768)
      
NET CHANGE IN CASH AND CASH EQUIVALENTS(17,941) (1,046) (27,562)
CASH AND CASH EQUIVALENTS, beginning of period36,892
 37,938
 65,500
CASH AND CASH EQUIVALENTS, end of period$18,951
 $36,892
 $37,938



The accompanying notes are an integral part of these consolidated statements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the PartnersUnit Holders of CBL & Associates Limited Partnership

Chattanooga, TN:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CBL & Associates Limited Partnership and subsidiaries (the "Partnership") as of December 31, 20162019 and 2015, and2018, the related consolidated statements of operations, comprehensive income, capital, and cash flows, for each of the three years in the period ended December 31, 2016.  Our audits also included2019, and the financial statementrelated notes and the schedules listed in the Index at Item 15.  We also have audited15 (collectively referred to as the Partnership's internal control over"financial statements"). In our opinion, the financial reportingstatements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by2019 and 2018, and the Committeeresults of Sponsoring Organizationsits operations and its cash flows for each of the Treadway Commission.  The Partnership's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, includedthree years in the accompanying Reportperiod ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of Management On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Partnership's internal control over financial reporting based on our audits.

America.

We conducted our auditshave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2020, expressed an unqualified opinion on the Partnership’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, and whether effective internal control over financial reporting was maintained in all material respects.due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.statements. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or underopinion.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 9, 2020

We have served as the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Partnership's auditor since 2013.


Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of

CBL & Associates Limited Partnership and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


 /s/ Deloitte & Touche LLP
Atlanta, Georgia
March 1, 2017


CBL & Associates Limited Partnership

Consolidated Balance Sheets

(In thousands)

 

 

December 31,

 

ASSETS (1)

 

2019

 

 

2018

 

Real estate assets:

 

 

 

 

 

 

 

 

Land

 

$

730,218

 

 

$

793,944

 

Buildings and improvements

 

 

5,631,831

 

 

 

6,414,886

 

 

 

 

6,362,049

 

 

 

7,208,830

 

Accumulated depreciation

 

 

( 2,349,404

)

 

 

( 2,493,082

)

 

 

 

4,012,645

 

 

 

4,715,748

 

Held for sale

 

 

 

 

 

30,971

 

Developments in progress

 

 

49,351

 

 

 

38,807

 

Net investment in real estate assets

 

 

4,061,996

 

 

 

4,785,526

 

Cash and cash equivalents

 

 

32,813

 

 

 

25,138

 

Receivables:

 

 

 

 

 

 

 

 

Tenant, net of allowance for doubtful accounts of $ 2,337 in 2018

 

 

75,252

 

 

 

77,788

 

Other

 

 

10,744

 

 

 

7,462

 

Mortgage and other notes receivable

 

 

4,662

 

 

 

7,672

 

Investments in unconsolidated affiliates

 

 

307,885

 

 

 

284,086

 

Intangible lease assets and other assets

 

 

129,354

 

 

 

153,545

 

 

 

$

4,622,706

 

 

$

5,341,217

 

LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL

 

 

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

3,527,015

 

 

$

4,043,180

 

Accounts payable and accrued liabilities

 

 

231,377

 

 

 

218,288

 

Liabilities related to assets held for sale

 

 

 

 

 

43,716

 

Total liabilities (1)

 

 

3,758,392

 

 

 

4,305,184

 

Commitments and contingencies (Note 8 and Note 15)

 

 

 

 

 

 

 

 

Redeemable common units

 

 

2,160

 

 

 

3,575

 

Partners' capital:

 

 

 

 

 

 

 

 

Preferred units

 

 

565,212

 

 

 

565,212

 

Common units:

 

 

 

 

 

 

 

 

General partner

 

 

2,765

 

 

 

4,628

 

Limited partners

 

 

270,216

 

 

 

450,507

 

Total partners' capital

 

 

838,193

 

 

 

1,020,347

 

Noncontrolling interests

 

 

23,961

 

 

 

12,111

 

Total capital

 

 

862,154

 

 

 

1,032,458

 

 

 

$

4,622,706

 

 

$

5,341,217

 

 December 31,
ASSETS (1)
2016 2015
Real estate assets:   
Land$820,979
 $876,668
Buildings and improvements6,942,452
 7,287,862
 7,763,431
 8,164,530
Accumulated depreciation(2,427,108) (2,382,568)
 5,336,323
 5,781,962
Held for sale5,861
 
Developments in progress178,355
 75,991
Net investment in real estate assets5,520,539
 5,857,953
Cash and cash equivalents18,943
 36,887
Receivables: 
  
Tenant, net of allowance for doubtful accounts of $1,910 
and $1,923 in 2016 and 2015, respectively
94,676
 87,286
Other, net of allowance for doubtful accounts of $838
     and $1,276 in 2016 and 2015, respectively
6,179
 17,958
Mortgage and other notes receivable16,803
 18,238
Investments in unconsolidated affiliates267,405
 276,946
Intangible lease assets and other assets180,452
 185,162
 $6,104,997
 $6,480,430
    
    
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL 
  
Mortgage and other indebtedness, net$4,465,294
 $4,710,628
Accounts payable and accrued liabilities280,528
 344,434
Total liabilities (1)
4,745,822
 5,055,062
Commitments and contingencies (Note 6 and Note 14)

 

Redeemable interests:   
  
Redeemable noncontrolling interests  
 5,586
Redeemable common units  17,996
 19,744
Total redeemable interests17,996
 25,330
Partners' capital: 
  
Preferred units565,212
 565,212
Common units:  

 General partner7,781
 8,435
 Limited partners756,083
 822,383
Accumulated other comprehensive loss
 (868)
Total partners' capital1,329,076
 1,395,162
Noncontrolling interests12,103
 4,876
Total capital1,341,179
 1,400,038
 $6,104,997
 $6,480,430

(1)

(1)

As of December 31, 2016,2019, includes $659,494$ 370,629 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $463,362$ 177,506 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 810 ...


The accompanying notes are an integral part of these consolidated statements.



CBL & Associates Limited Partnership

Consolidated Statements of Operations

(In thousands, except per unit data)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

736,878

 

 

$

829,113

 

 

$

909,595

 

Management, development and leasing fees

 

 

9,350

 

 

 

10,542

 

 

 

11,982

 

Other

 

 

22,468

 

 

 

18,902

 

 

 

5,675

 

Total revenues

 

 

768,696

 

 

 

858,557

 

 

 

927,252

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

( 108,905

)

 

 

( 122,017

)

 

 

( 128,030

)

Depreciation and amortization

 

 

( 257,746

)

 

 

( 285,401

)

 

 

( 299,090

)

Real estate taxes

 

 

( 75,465

)

 

 

( 82,291

)

 

 

( 83,917

)

Maintenance and repairs

 

 

( 46,282

)

 

 

( 48,304

)

 

 

( 48,606

)

General and administrative

 

 

( 64,181

)

 

 

( 61,506

)

 

 

( 58,466

)

Loss on impairment

 

 

( 239,521

)

 

 

( 174,529

)

 

 

( 71,401

)

Litigation settlement

 

 

( 61,754

)

 

 

 

 

 

 

Other

 

 

( 91

)

 

 

( 787

)

 

 

( 5,180

)

Total operating expenses

 

 

( 853,945

)

 

 

( 774,835

)

 

 

( 694,690

)

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

2,764

 

 

 

1,858

 

 

 

1,706

 

Interest expense

 

 

( 206,261

)

 

 

( 220,038

)

 

 

( 218,680

)

Gain on extinguishment of debt

 

 

71,722

 

 

 

 

 

 

30,927

 

Gain (loss) on investments/deconsolidation

 

 

67,242

 

 

 

 

 

 

( 6,197

)

Gain on sales of real estate assets

 

 

16,274

 

 

 

19,001

 

 

 

93,792

 

Income tax benefit (provision)

 

 

( 3,153

)

 

 

1,551

 

 

 

1,933

 

Equity in earnings of unconsolidated affiliates

 

 

4,940

 

 

 

14,677

 

 

 

22,939

 

Total other expenses

 

 

( 46,472

)

 

 

( 182,951

)

 

 

( 73,580

)

Net income (loss)

 

 

( 131,721

)

 

 

( 99,229

)

 

 

158,982

 

Net (income) loss attributable to noncontrolling interests

 

 

( 739

)

 

 

973

 

 

 

( 25,390

)

Net income (loss) attributable to the Operating Partnership

 

 

( 132,460

)

 

 

( 98,256

)

 

 

133,592

 

Distributions to preferred unitholders declared

 

 

( 33,669

)

 

 

( 44,892

)

 

 

( 44,892

)

Distributions to preferred unitholders undeclared

 

 

( 11,223

)

 

 

 

 

 

 

Net income (loss) attributable to common unitholders

 

$

( 177,352

)

 

$

( 143,148

)

 

$

88,700

 

Basic and diluted per unit data attributable to common unitholders:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common unitholders

 

$

( 0.89

)

 

$

( 0.72

)

 

$

0.45

 

Weighted-average common and potential dilutive common units outstanding

 

 

200,169

 

 

 

199,580

 

 

 

199,322

 

 Year Ended December 31,
 2016 2015 2014
REVENUES:     
Minimum rents$670,565
 $684,309
 $682,584
Percentage rents17,803
 18,063
 16,876
Other rents23,110
 21,934
 22,314
Tenant reimbursements280,438
 288,279
 290,561
Management, development and leasing fees14,925
 10,953
 12,986
Other21,416
 31,480
 35,418
Total revenues1,028,257
 1,055,018
 1,060,739
 

    
OPERATING EXPENSES: 
  
  
Property operating137,760
 141,030
 149,774
Depreciation and amortization292,693
 299,069
 291,273
Real estate taxes90,110
 90,799
 89,281
Maintenance and repairs53,586
 51,516
 54,842
General and administrative63,332
 62,118
 50,271
Loss on impairment116,822
 105,945
 17,858
Other20,326
 26,957
 32,297
Total operating expenses774,629
 777,434
 685,596
Income from operations253,628
 277,584
 375,143
Interest and other income1,524
 6,467
 14,121
Interest expense(216,318) (229,343) (239,824)
Gain on extinguishment of debt
 256
 87,893
Gain on investments7,534
 16,560
 
Income tax benefit (provision)2,063
 (2,941) (4,499)
Equity in earnings of unconsolidated affiliates117,533
 18,200
 14,803
Income from continuing operations before gain on sales of real estate assets165,964
 86,783
 247,637
Gain on sales of real estate assets29,567
 32,232
 5,342
Income from continuing operations195,531
 119,015
 252,979
Operating loss of discontinued operations
 
 (222)
Gain on discontinued operations
 
 276
Net income195,531
 119,015
 253,033
Net income attributable to noncontrolling interests(1,112) (5,473) (3,777)
Net income attributable to the Operating Partnership194,419
 113,542
 249,256
Distributions to preferred unitholders(44,892) (44,892) (44,892)
Net income attributable to common unitholders$149,527
 $68,650
 $204,364
      
Basic per unit data attributable to common unitholders: 
  
  
Income from continuing operations, net of preferred distributions$0.75
 $0.34
 $1.02
Discontinued operations0.00
 0.00
 0.00
Net income attributable to common unitholders$0.75
 $0.34
 $1.02
Weighted-average common units outstanding199,764
 199,734
 199,660
      
Diluted per unit data attributable to common unitholders: 
  
  
Income from continuing operations, net of preferred distributions$0.75
 $0.34
 $1.02
Discontinued operations0.00
 0.00
 0.00
Net income attributable to common unitholders$0.75
 $0.34
 $1.02
Weighted-average common and potential dilutive common units outstanding199,838
 199,757
 199,660
      
Amounts attributable to common unitholders: 
  
  
Income from continuing operations, net of preferred distributions$149,527
 $68,650
 $204,318
Discontinued operations
 
 46
Net income attributable to common unitholders$149,527
 $68,650
 $204,364

The accompanying notes are an integral part of these consolidated statements.



CBL & Associates Limited Partnership

Consolidated Statements of Comprehensive IncomeCapital

(in thousands)

 

 

 

 

 

Number of

 

 

 

 

 

 

Common Units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable

Common

Units

 

 

Preferred

Units

 

 

Common

Units

 

 

Preferred

Units

 

 

General

Partner

 

 

Limited

Partners

 

 

Total

Partner's

Capital

 

 

Noncontrolling

Interests

 

 

Total

Capital

 

Balance, December 31, 2016

 

$

17,996

 

 

 

25,050

 

 

 

199,085

 

 

$

565,212

 

 

$

7,781

 

 

$

756,083

 

 

$

1,329,076

 

 

$

12,103

 

 

$

1,341,179

 

Net income

 

 

699

 

 

 

 

 

 

 

 

 

44,892

 

 

 

905

 

 

 

87,096

 

 

 

132,893

 

 

 

25,390

 

 

 

158,283

 

Redemptions of common units

 

 

 

 

 

 

 

 

( 84

)

 

 

 

 

 

 

 

 

( 656

)

 

 

( 656

)

 

 

 

 

 

( 656

)

Issuances of common units

 

 

 

 

 

 

 

 

349

 

 

 

 

 

 

 

 

 

529

 

 

 

529

 

 

 

 

 

 

529

 

Distributions declared -

   common units

 

 

( 4,572

)

 

 

 

 

 

 

 

 

 

 

 

( 2,002

)

 

 

( 198,209

)

 

 

( 200,211

)

 

 

 

 

 

( 200,211

)

Distributions declared -

   preferred units

 

 

 

 

 

 

 

 

 

 

 

( 44,892

)

 

 

 

 

 

 

 

 

( 44,892

)

 

 

 

 

 

( 44,892

)

Cancellation of restricted

   common units

 

 

 

 

 

 

 

 

( 53

)

 

 

 

 

 

 

 

 

( 405

)

 

 

( 405

)

 

 

 

 

 

( 405

)

Performance stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

1,486

 

 

 

1,501

 

 

 

 

 

 

1,501

 

Amortization of deferred

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41

 

 

 

3,941

 

 

 

3,982

 

 

 

 

 

 

3,982

 

Allocation of partners' capital

 

 

3,049

 

 

 

 

 

 

 

 

 

 

 

 

( 91

)

 

 

( 2,996

)

 

 

( 3,087

)

 

 

 

 

 

( 3,087

)

Adjustment to record

   redeemable interests

   at redemption value

 

 

( 8,337

)

 

 

 

 

 

 

 

 

 

 

 

86

 

 

 

8,251

 

 

 

8,337

 

 

 

 

 

 

8,337

 

Deconsolidation of investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 2,232

)

 

 

( 2,232

)

Distributions to noncontrolling

   interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 25,823

)

 

 

( 25,823

)

Contributions from

   noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

263

 

 

 

263

 

Balance, December 31, 2017

 

$

8,835

 

 

 

25,050

 

 

 

199,297

 

 

$

565,212

 

 

$

6,735

 

 

$

655,120

 

 

$

1,227,067

 

 

$

9,701

 

 

$

1,236,768

 

Net income (loss)

 

 

( 1,134

)

 

 

 

 

 

 

 

 

44,892

 

 

 

( 1,459

)

 

 

( 140,556

)

 

 

( 97,123

)

 

 

( 973

)

 

 

( 98,096

)

Cumulative effect of accounting change (Note 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

117

 

 

 

11,316

 

 

 

11,433

 

 

 

 

 

 

11,433

 

Cumulative effect of accounting change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

605

 

 

 

58,342

 

 

 

58,947

 

 

 

 

 

 

58,947

 

Redemptions of common units

 

 

 

 

 

 

 

 

( 535

)

 

 

 

 

 

 

 

 

( 2,267

)

 

 

( 2,267

)

 

 

 

 

 

( 2,267

)

Issuances of common units

 

 

 

 

 

 

 

 

728

 

 

 

 

 

 

 

 

 

856

 

 

 

856

 

 

 

 

 

 

856

 

Distributions declared -

   common units

 

 

( 4,572

)

 

 

 

 

 

 

 

 

 

 

 

( 1,358

)

 

 

( 136,273

)

 

 

( 137,631

)

 

 

 

 

 

( 137,631

)

Distributions declared -

   preferred units

 

 

 

 

 

 

 

 

 

 

 

( 44,892

)

 

 

 

 

 

 

 

 

( 44,892

)

 

 

 

 

 

( 44,892

)

Cancellation of restricted

   common units

 

 

 

 

 

 

 

 

( 75

)

 

 

 

 

 

 

 

 

( 284

)

 

 

( 284

)

 

 

 

 

 

( 284

)

Performance stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

1,279

 

 

 

1,292

 

 

 

 

 

 

1,292

 

Forfeiture of performance stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 3

)

 

 

( 247

)

 

 

( 250

)

 

 

 

 

 

( 250

)

Amortization of deferred

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38

 

 

 

3,602

 

 

 

3,640

 

 

 

 

 

 

3,640

 

Allocation of partners' capital

 

 

4,065

 

 

 

 

 

 

 

 

 

 

 

 

( 97

)

 

 

( 3,962

)

 

 

( 4,059

)

 

 

 

 

 

( 4,059

)

Adjustment to record

   redeemable interests

   at redemption value

 

 

( 3,619

)

 

 

 

 

 

 

 

 

 

 

 

37

 

 

 

3,581

 

 

 

3,618

 

 

 

 

 

 

3,618

 

Distributions to noncontrolling

   interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 6,226

)

 

 

( 6,226

)

Contributions from

   noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,609

 

 

 

9,609

 

Balance, December 31, 2018

 

$

3,575

 

 

 

25,050

 

 

 

199,415

 

 

$

565,212

 

 

$

4,628

 

 

$

450,507

 

 

$

1,020,347

 

 

$

12,111

 

 

$

1,032,458

 

(In thousands)
  
Year Ended December 31,
 2016 2015 2014
Net income$195,531
 $119,015
 $253,033
      
Other comprehensive income (loss):     
Unrealized holding gain on available-for-sale securities
 242
 6,543
Reclassification to net income of realized gain on available-for-sale securities
 (16,560) 
Unrealized gain on hedging instruments877
 4,111
 3,977
Reclassification of hedging effect on earnings(443) (2,196) (2,195)
Total other comprehensive income (loss)434
 (14,403) 8,325
      
Comprehensive income195,965
 104,612
 261,358
Comprehensive income attributable to noncontrolling interests(1,112) (5,473) (3,777)
Comprehensive income attributable to the Operating Partnership$194,853
 $99,139
 $257,581


CBL & Associates Limited Partnership

Consolidated Statements of Capital

(Continued)

(in thousands)

 

 

 

 

 

 

Number of

 

 

 

 

 

 

Common Units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable

Common

Units

 

 

Preferred

Units

 

 

Common

Units

 

 

Preferred

Units

 

 

General

Partner

 

 

Limited

Partners

 

 

Total

Partner's

Capital

 

 

Noncontrolling

Interests

 

 

Total

Capital

 

Balance, December 31, 2018

 

$

3,575

 

 

 

25,050

 

 

 

199,415

 

 

$

565,212

 

 

$

4,628

 

 

$

450,507

 

 

$

1,020,347

 

 

$

12,111

 

 

$

1,032,458

 

Net loss

 

 

( 1,384

)

 

 

 

 

 

 

 

 

33,669

 

 

 

( 1,684

)

 

 

( 163,061

)

 

 

( 131,076

)

 

 

739

 

 

 

( 130,337

)

Redemptions of common units

 

 

 

 

 

 

 

 

( 73

)

 

 

 

 

 

 

 

 

( 96

)

 

 

( 96

)

 

 

 

 

 

( 96

)

Issuances of common units

 

 

 

 

 

 

 

 

915

 

 

 

 

 

 

 

 

 

791

 

 

 

791

 

 

 

 

 

 

791

 

Distributions declared - common units

 

 

( 3,429

)

 

 

 

 

 

 

 

 

 

 

 

( 151

)

 

 

( 18,450

)

 

 

( 18,601

)

 

 

 

 

 

( 18,601

)

Distributions declared - preferred units

 

 

 

 

 

 

 

 

 

 

 

( 33,669

)

 

 

 

 

 

 

 

 

( 33,669

)

 

 

 

 

 

( 33,669

)

Cancellation of restricted common units

 

 

 

 

 

 

 

 

( 68

)

 

 

 

 

 

( 1

)

 

 

( 143

)

 

 

( 144

)

 

 

 

 

 

( 144

)

Performance stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

 

 

1,237

 

 

 

1,250

 

 

 

 

 

 

1,250

 

Amortization of deferred compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

2,765

 

 

 

2,794

 

 

 

 

 

 

2,794

 

Allocation of partners' capital

 

 

3,398

 

 

 

 

 

 

 

 

 

 

 

 

( 34

)

 

 

( 3,369

)

 

 

( 3,403

)

 

 

 

 

 

( 3,403

)

Adjustment to record redeemable

   interests at redemption value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 35

)

 

 

35

 

 

 

 

 

 

 

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

( 5,557

)

 

 

( 5,557

)

Contributions from noncontrolling

   interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,654

 

 

 

4,654

 

Deconsolidation of investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,014

 

 

 

12,014

 

Balance, December 31, 2019

 

$

2,160

 

 

 

25,050

 

 

 

200,189

 

 

$

565,212

 

 

$

2,765

 

 

$

270,216

 

 

$

838,193

 

 

$

23,961

 

 

$

862,154

 

The accompanying notes are an integral part of these consolidated statements.




CBL & Associates Limited Partnership

Consolidated Statements of CapitalCash Flows

(In thousands)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

( 131,721

)

 

$

( 99,229

)

 

$

158,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

257,746

 

 

 

285,401

 

 

 

299,090

 

Net amortization of deferred financing costs, debt premiums and discounts

 

 

8,316

 

 

 

7,163

 

 

 

4,953

 

Net amortization of intangible lease assets and liabilities

 

 

( 1,809

)

 

 

( 192

)

 

 

( 1,788

)

Gain on sales of real estate assets

 

 

( 16,274

)

 

 

( 19,001

)

 

 

( 93,792

)

Gain on insurance proceeds

 

 

( 462

)

 

 

( 912

)

 

 

 

Write-off of development projects

 

 

91

 

 

 

787

 

 

 

5,180

 

Share-based compensation expense

 

 

4,783

 

 

 

5,386

 

 

 

5,792

 

(Gain) loss on investments/deconsolidation

 

 

( 67,242

)

 

 

 

 

 

6,197

 

Loss on impairment

 

 

239,521

 

 

 

174,529

 

 

 

71,401

 

Gain on extinguishment of debt

 

 

( 71,722

)

 

 

 

 

 

( 30,927

)

Equity in earnings of unconsolidated affiliates

 

 

( 4,940

)

 

 

( 14,677

)

 

 

( 22,939

)

Distributions of earnings from unconsolidated affiliates

 

 

21,653

 

 

 

21,535

 

 

 

22,376

 

Change in estimate of uncollectable rental revenues

 

 

3,463

 

 

 

4,817

 

 

 

3,782

 

Change in deferred tax accounts

 

 

2,668

 

 

 

( 2,905

)

 

 

4,526

 

Changes in:

 

 

 

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

( 10,885

)

 

 

1,379

 

 

 

( 3,941

)

Other assets

 

 

( 63

)

 

 

1,343

 

 

 

( 6,660

)

Accounts payable and accrued liabilities

 

 

40,282

 

 

 

11,818

 

 

 

8,173

 

Net cash provided by operating activities

 

 

273,405

 

 

 

377,242

 

 

 

430,405

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Additions to real estate assets

 

 

( 128,148

)

 

 

( 137,196

)

 

 

( 203,127

)

Acquisitions of real estate assets

 

 

( 5,700

)

 

 

( 3,301

)

 

 

( 79,799

)

Proceeds from sales of real estate assets

 

 

130,310

 

 

 

88,191

 

 

 

210,346

 

Proceeds from insurance

 

 

2,037

 

 

 

3,189

 

 

 

 

Net proceeds from disposal of investments

 

 

18,563

 

 

 

 

 

 

9,000

 

Additions to mortgage and other notes receivable

 

 

 

 

 

 

 

 

( 4,118

)

Payments received on mortgage and other notes receivable

 

 

3,010

 

 

 

1,274

 

 

 

9,659

 

Additional investments in and advances to unconsolidated affiliates

 

 

( 5,786

)

 

 

( 5,050

)

 

 

( 19,347

)

Distributions in excess of equity in earnings of unconsolidated affiliates

 

 

13,345

 

 

 

32,277

 

 

 

18,192

 

Changes in other assets

 

 

( 3,045

)

 

 

( 6,853

)

 

 

( 16,618

)

Net cash provided by (used in) investing activities

 

 

24,586

 

 

 

( 27,469

)

 

 

( 75,812

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from mortgage and other indebtedness

 

 

1,127,991

 

 

 

642,652

 

 

 

1,216,132

 

Principal payments on mortgage and other indebtedness

 

 

( 1,334,972

)

 

 

( 790,617

)

 

 

( 1,264,076

)

Additions to deferred financing costs

 

 

( 15,546

)

 

 

( 1,859

)

 

 

( 5,905

)

Prepayment fees on extinguishment of debt

 

 

 

 

 

 

 

 

( 8,871

)

Proceeds from issuances of common units

 

 

40

 

 

 

156

 

 

 

204

 

Redemptions of common units

 

 

( 96

)

 

 

( 2,267

)

 

 

( 656

)

Contributions from noncontrolling interests

 

 

4,654

 

 

 

9,609

 

 

 

263

 

Payment of tax withholdings for restricted stock awards

 

 

( 133

)

 

 

( 289

)

 

 

( 390

)

Distributions to noncontrolling interests

 

 

( 5,557

)

 

 

( 10,798

)

 

 

( 32,038

)

Distributions to preferred unitholders

 

 

( 33,669

)

 

 

( 44,892

)

 

 

( 44,892

)

Distributions to common unitholders

 

 

( 39,160

)

 

 

( 162,128

)

 

 

( 211,253

)

Net cash used in financing activities

 

 

( 296,448

)

 

 

( 360,433

)

 

 

( 351,482

)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

 

1,543

 

 

 

( 10,660

)

 

 

3,111

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

 

 

57,512

 

 

 

68,172

 

 

 

65,061

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

 

$

59,055

 

 

$

57,512

 

 

$

68,172

 

Reconciliation from consolidated statements of cash flows to

   consolidated balance sheets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,813

 

 

$

25,138

 

 

$

32,627

 

Restricted cash (1):

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

180

 

 

 

3,812

 

 

 

920

 

Mortgage escrows

 

 

26,062

 

 

 

28,562

 

 

 

34,625

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

 

$

59,055

 

 

$

57,512

 

 

$

68,172

 

(in thousands)

(1)

Included in intangible lease assets and other assets in the consolidated balance sheets


 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 Partner's Capital Noncontrolling Interests Total Capital
Balance, December 31, 2013$5,883
 $28,756
 $34,639
 25,050
 199,593
 $565,212
 $9,866
 $961,175
 $4,923
 $1,541,176
 $19,179
 $1,560,355
Net income1,827
 1,598
 3,425
 
 
 44,892
 2,081
 200,686
 
 247,659
 1,880
 249,539
Other comprehensive income
 65
 65
 
 
 
 
 
 8,260
 8,260
 
 8,260
Redemption of common units
 
 
 
 (273) 
 
 (4,861) 
 (4,861) 
 (4,861)
Issuance of common units
 
 
 
 246
 
 
 683
 
 683
 
 683
Distributions declared - common units
 (4,571) (4,571) 
 
 
 (1,479) (200,004) 
 (201,483) 
 (201,483)
Distributions declared - preferred units
 
 
 
 
 (44,892) 
 
 
 (44,892) 
 (44,892)
Cancellation of restricted common stock
 
 
 
 (34) 
 
 (389) 
 (389) 
 (389)
Amortization of deferred compensation
 
 
 
 
 
 36
 3,472
 
 3,508
 
 3,508
Allocation of partners' capital
 2,937
 2,937
 
 
 
 (660) (2,132) 
 (2,792) 
 (2,792)
Adjustment to record redeemable interests at redemption value3,017
 2,319
 5,336
 
 
 
 (55) (5,281) 
 (5,336) 
 (5,336)
Distributions to noncontrolling interests(4,272) 
 (4,272) 
 
 
 
 
 
 
 (13,089) (13,089)
Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 938
 938
Balance, December 31, 2014$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 income3,360
 542
 3,902
 
 
 44,892
 699
 67,409
 
 113,000
 2,113
 115,113
Other comprehensive loss
 (352) (352) 
 
 
 
 
 (14,051) (14,051) 
 (14,051)
Redemptions of common units
 
 
 
 (15) 
 
 (286) 
 (286) 
 (286)
Issuance of common units
 
 
 
 278
 
 
 679
 
 679
 
 679
Distributions declared - common units
 (4,572) (4,572) 
 
 
 (2,133) (211,258) 
 (213,391) 
 (213,391)
Distributions declared - preferred units
 
 
 
 
 (44,892) 
 
 
 (44,892) 
 (44,892)
Cancellation of restricted common stock
 
 
 
 (47) 
 
 (770) 
 (770) 
 (770)
Performance stock units
 
 
 
 
 
 6
 618
 
 624
 
 624
Amortization of deferred compensation
 
 
 
 
 
 43
 4,109
 
 4,152
 
 4,152
Allocation of partners' capital
 2,981
 2,981
 
 
 
 (88) (2,965) 
 (3,053) 
 (3,053)
Adjustment to record redeemable interests at redemption value(1,658) (9,959) (11,617) 
 
 
 119
 11,498
 
 11,617
 
 11,617
Distributions to noncontrolling interests(2,571) 
 (2,571) 
 
 
 
 
 
 
 (7,866) (7,866)
Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 1,721
 1,721
Balance, December 31, 2015$5,586
 $19,744
 $25,330
 25,050
 199,748
 $565,212
 $8,435
 $822,383
 $(868) $1,395,162
 $4,876
 $1,400,038



CBL & Associates Limited Partnership
Consolidated Statements of Capital
(Continued)
(in thousands)


 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 Partner's Capital Noncontrolling Interests Total Capital
Balance, December 31, 2015$5,586
 $19,744
 $25,330
 25,050
 199,748
 $565,212
 $8,435
 $822,383
 $(868) $1,395,162
 $4,876
 $1,400,038
Net income (loss)(2,762) 1,159
 (1,603) 
 
 44,892
 1,523
 146,845
 
 193,260
 3,874
 197,134
Other comprehensive income
 3
 3
 
 
 
 
 
 431
 431
 
 431
Distributions declared - common units
 (4,572) (4,572) 
 
 
 (2,133) (211,058) 
 (213,191) 
 (213,191)
Distributions declared - preferred units
 
 
 
 
 (44,892) 
 
 
 (44,892) 
 (44,892)
Issuances of common units
 
 
 
 336
 
 
 481
 
 481
 
 481
Redemptions of common units
 
 
 
 (965) 
 
 (11,754) 
 (11,754) 
 (11,754)
Redemption of redeemable noncontrolling interest(3,206) 
 (3,206) 
 
 
 99
 9,537
 
 9,636
 
 9,636
Cancellation of restricted common stock
 
 
 
 (34) 
 
 (267) 
 (267) 
 (267)
Performance stock units
 
 
 
 
 
 11
 1,022
 
 1,033
 
 1,033
Amortization of deferred compensation
 
 
 
 
 
 38
 3,642
 
 3,680
 
 3,680
Allocation of partners' capital
 2,454
 2,454
 
 
 
 (172) (2,831) 437
 (2,566) 
 (2,566)
Adjustment to record redeemable interests at redemption value2,729
 (792) 1,937
 
 
 
 (20) (1,917) 
 (1,937) 
 (1,937)
Distributions to noncontrolling interests(2,347) 
 (2,347) 
 
 
 
 
 
 
 (7,888) (7,888)
Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 11,241
 11,241
Balance, December 31, 2016$
 $17,996
 $17,996
 25,050
 199,085
 $565,212
 $7,781
 $756,083
 $
 $1,329,076
 $12,103
 $1,341,179

The accompanying notes are an integral part of these consolidated statements.




CBL & Associates Limited Partnership
Consolidated Statements of Cash Flows
(In thousands)
 Year Ended December 31,
 2016 2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$195,531
 $119,015
 $253,033
      
Adjustments to reconcile net income to net cash provided by
    operating activities:
     
Depreciation and amortization292,693
 299,069
 291,273
Amortization of deferred financing costs, debt premiums and discounts2,952
 4,948
 4,405
Net amortization of intangible lease assets and liabilities113
 (1,487) 368
Gain on sales of real estate assets(29,567) (32,232) (5,342)
Gain on discontinued operations
 
 (276)
Write-off of development projects56
 2,373
 136
Share-based compensation expense5,027
 5,218
 3,979
Gain on investments(7,534) (16,560) 
Loss on impairment116,822
 105,945
 17,858
Loss on impairment from discontinued operations
 
 681
Gain on extinguishment of debt
 (256) (87,893)
Equity in earnings of unconsolidated affiliates(117,533) (18,200) (14,803)
Distributions of earnings from unconsolidated affiliates16,633
 21,092
 21,866
Provision for doubtful accounts4,058
 2,254
 2,643
Change in deferred tax accounts(907) (153) 1,329
Changes in:     
Tenant and other receivables(7,931) (5,455) (4,053)
Other assets(4,386) 1,803
 1,101
Accounts payable and accrued liabilities2,550
 7,648
 (18,242)
Net cash provided by operating activities468,577
 495,022
 468,063
      
CASH FLOWS FROM INVESTING ACTIVITIES:     
Additions to real estate assets(248,004) (218,891) (277,624)
Acquisitions of real estate assets
 (191,988) 
(Additions) reductions to restricted cash(11,434) 5,491
 4,880
Proceeds from sales of real estate assets189,489
 132,231
 16,513
Net proceeds from disposal of investments10,299
 
 
Additions to mortgage and other notes receivable(3,259) (3,096) 
Payments received on mortgage and other notes receivable1,069
 1,610
 20,973
Proceeds from sale of available-for-sale securities
 20,755
 
Additional investments in and advances to unconsolidated affiliates(28,510) (15,200) (30,404)
Distributions in excess of equity in earnings of unconsolidated affiliates95,958
 20,807
 39,229
Changes in other assets(7,054) (11,534) (8,422)
Net cash used in investing activities(1,446) (259,815) (234,855)





CBL & Associates Limited Partnership
Consolidated Statements of Cash Flows
(Continued)
(In thousands)
 Year Ended December 31,
 2016 2015 2014
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from mortgage and other indebtedness$1,174,409
 $1,358,296
 $1,061,928
Principal payments on mortgage and other indebtedness(1,377,739) (1,315,094) (1,050,647)
Additions to deferred financing costs(8,345) (6,796) (2,386)
Prepayment fees on extinguishment of debt
 
 (1,506)
Proceeds from issuances of common units179
 188
 175
Redemption of common units(11,754) (286) (4,861)
Contributions from noncontrolling interests11,240
 682
 938
Distributions to noncontrolling interests(14,807) (17,084) (52,712)
Distributions to preferred unitholders(44,892) (44,892) (44,892)
Distributions to common unitholders(213,366) (211,260) (166,805)
Net cash used in financing activities(485,075) (236,246) (260,768)
      
NET CHANGE IN CASH AND CASH EQUIVALENTS(17,944) (1,039) (27,560)
CASH AND CASH EQUIVALENTS, beginning of period36,887
 37,926
 65,486
CASH AND CASH EQUIVALENTS, end of period$18,943
 $36,887
 $37,926



The accompanying notes are an integral part of these consolidated statements.



NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS

(In thousands, except share and unit data)

NOTE 1. ORGANIZATION

CBL & Associates Properties, Inc. ("CBL"), a Delaware corporation, is a self-managed, self-administered, fully-integrated REITreal estate investment trust ("REIT") that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office buildings and officeother properties.  Its Properties are located in 2726 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through the OperatingCBL & Associates Limited Partnership (the "Operating Partnership"), which is a VIE. In accordance with the guidance in Accounting Standards Codificationvariable interest entity ("ASC"VIE") 810, Consolidations, the Company is exempt from providing further disclosures related to the Operating Partnership's VIE classification.. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. As of December 31, 2016,2019, the Operating Partnership owned interests in the following Properties:

 

 

 

 

 

 

All Other Properties

 

 

 

 

 

 

 

 

Malls (1)

 

 

Associated

Centers

 

 

Community

Centers

 

 

Office

Buildings

and Other

 

 

 

Total

 

Consolidated Properties

 

 

53

 

 

 

20

 

 

 

1

 

 

 

4

 

(2)

 

 

78

 

Unconsolidated Properties (3)

 

 

10

 

 

 

3

 

 

 

5

 

 

 

2

 

 

 

 

20

 

Total

 

 

63

 

 

 

23

 

 

 

6

 

 

 

6

 

 

 

 

98

 

  
Malls (1)
 
Associated
Centers
 
Community
Centers
 
Office
Buildings
 Total
Consolidated Properties 65 20 4 7
(2) 
96
Unconsolidated Properties (3)
 9 3 5 
 17
Total 74 23 9 7 113

(1)

(1)

Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center) (the "Malls").

(2)

(2)

Includes CBL's two2 corporate office buildings and two office buildings classified as held for sale as of December 31, 2016. See Note 4 and Note 19 for more information.

buildings.

(3)

(3)

The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.


At December 31, 2016,2019, the Operating Partnership had interestsan interest in the following Construction Properties:

Malls
Development1
Expansions3
Redevelopments3
The Operating Partnership also holds options to acquire certaintwo self-storage facilities that were under development properties(the "Construction Properties"). See Note 7for more information on these developments, which are owned by third parties.
unconsolidated affiliates.

The Malls, All Other Properties ("Associated Centers, Community Centers, Office Buildings and Other") and the Construction Properties are collectively referred to as the “Properties” and individually as a “Property.”

CBL is the 100% owner of two2 qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2016,2019, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8%86.0% limited partner interest for a combined interest held by CBL of 85.8%87.0%.

As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries.

The noncontrolling interest in

On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the Operating Partnership is held by CBL's Predecessor,completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of which contributed their interests in certain real estate properties and joint ventures to the OperatingCBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for acommon units of limited partner interest whenin the Operating Partnership was formed in November 1993, and by various third parties.Partnership. At December 31, 2016,2019, CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 5.1%3.9% limited partner interest in the Operating Partnership.  CBL’s Predecessor also owned 3.74.3 million shares of the Company's common stock at December 31, 2016,2019, for a total combined effective interest of 11.0%11.2% in the Operating Partnership.

The Operating Partnership conducts the Company's property management and development activities through its wholly-ownedwholly owned subsidiary, theCBL & Associates Management, Company,Inc. (the “Management Company"), to comply with certain requirements of the Internal Revenue Code.

Reclassifications



NOTE

Certain reclassifications have been made to amounts in the Company's prior-year financial statements to conform to the current period presentation.The Company reclassified minimum rents of $ 588,007 and $ 624,161 , percentage rents of $ 11,759 and $ 11,874 , other rents of $ 12,034 and $ 19,008and tenant reimbursements of $ 217,313 and $ 254,552 into one line item, rental revenues, for the years ended December 31, 2018 and December 31, 2017 , respectively, related to the adoption of ASC 842.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This Form 10-K provides separate consolidated financial statements for the Company and the Operating Partnership. Due to the Company's ability as general partner to control the Operating Partnership, the Company consolidates the Operating Partnership within its consolidated financial statements for financial reporting purposes. The notes to consolidated financial statements apply to both the Company and the Operating Partnership, unless specifically noted otherwise.

The accompanying consolidated financial statements include the consolidated accounts of the Company, the Operating Partnership and their wholly owned subsidiaries, as well as entities in which the Company has a controlling financial interest or entities where the Company is deemed to be the primary beneficiary of a VIE. For entities in which the Company has less than a controlling financial interest or entities where the Company is not deemed to be the primary beneficiary of a VIE, the entities are accounted for using the equity method of accounting. Accordingly, the Company's share of the net earnings or losses of these entities is included in consolidated net income.income (loss). The accompanying consolidated financial statements have been prepared in accordance with GAAP.  All intercompany transactions have been eliminated.

Accounting Guidance Adopted

Description

Date Adopted &

Application

Method

Financial Statement Effect and Other Information

ASU 2016-02, Leases and

related subsequent

amendments

January 1, 2019 -

Modified

Retrospective

(elected optional

transition method to

apply at adoption

date and record

cumulative-effect

adjustment as of

January 1, 2019)

The objective of the leasing guidance is to increase transparency and

comparability by recognizing lease assets and liabilities on the balance sheet

and disclosing key information about leasing arrangements. Putting nearly all

leases on the balance sheet is the biggest change for lessees, as lessees will

now be required to recognize a right-of-use (“ROU”) asset and corresponding

lease liability for leases with terms greater than 12 months. Under the FASB

model, lessees will classify a lease as either a finance lease or an operating lease,

while a lessor will classify a lease as either a sales-type, direct financing, or

operating lease. A lessee should classify a lease based on whether the

arrangement is effectively a purchase of the underlying asset. Leases that

transfer control of the underlying asset to a lessee are classified as finance leases

for lessees and sales-type leases for lessors, whereas leases where the lessee

obtains control of only the use of the underlying asset, but not the underlying

asset itself, will be classified as operating leases for both lessees and lessors.

A lease may meet the lessee finance lease criteria even when control of the

underlying asset is not transferred to the lessee, and in these cases the lease

would be classified as an operating lease for the lessee and a direct finance

lease by the lessor. The guidance to be applied by lessors is substantially similar

to existing GAAP. In order to align lessor accounting with the principles in the

revenue recognition guidance in ASC 606, a lessor is precluded from recognizing

selling profit or sales revenue at lease commencement for a lease that does not

transfer control of the underlying asset to the lessee. As a lessee, the guidance

impacted the Company's consolidated financial statements through

the recognition of right-of-use ("ROU") assets and corresponding lease

liabilities for operating leases as of January 1, 2019. As a lessor, the guidance

impacted the Company's consolidated financial statements in

regard to the narrowed definition of initial direct costs that can be capitalized,

the change in the presentation of rental revenues as one line item and the

change in reporting uncollectable operating lease receivables as a reduction

of rental revenues instead of property operating expense. The adoption did

not result in a cumulative catch-up adjustment to opening equity. See Note 4

for further details.

In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 requires management to perform an analysis regarding an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. ASU 2014-15 was effective for annual periods ending after December 15, 2016 and for annual and interim periods thereafter. The Company adopted ASU 2014-15 as of December 31, 2016. The adoption of ASU 2014-15 did not have an impact on the Company's consolidated financial statements or disclosures.
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"). The guidance modified the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminated the presumption that a general partner should consolidate a limited partnership and affected the evaluation of fee arrangements and related party relationships in the primary beneficiary determination. For public companies, ASU 2015-02 was effective for annual periods beginning after December 15, 2015 and interim periods within those years using either a retrospective or a modified retrospective approach. The Company adopted ASU 2015-02 as of January 1, 2016 using a modified retrospective approach. The adoption of ASU 2015-02 resulted in the identification of several VIEs as discussed in Note 8 but did not alter any of the Company's consolidation conclusions. The adoption of the guidance did not have an impact on the Company's consolidated financial statements other than the additional disclosures. See ASU 2016-17, Interests Held Through Related Parties That Are under Common Control ("ASU 2016-17") below which amends ASU 2015-02.     

Accounting Guidance Not Yet Effective

Description

Expected

Adoption Date &

Application

Method

Financial Statement Effect and Other Information

ASU 2016-13, Measurement of Credit Losses on Financial

Instruments

January 1, 2020 -

Modified Retrospective

The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity’s estimate of contractual cash flows not expected to be collected.

The Company has determined that its guarantees, mortgage and other notes

receivable and receivables within the scope of ASC 606 fall under the scope of

this standard.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or disclosures.

ASU 2018-13, Fair Value

Measurement

January 1, 2020 -

Prospective

The guidance eliminates, adds and modifies certain disclosure requirements

for fair value measurements. Entities will no longer be required to disclose the

amount of and reasons for transfers between Level 1 and 2 of the fair value

hierarchy, but public companies will be required to disclose the range and

weighted average used to develop significant unobservable inputs for Level 3

fair value measurements.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or disclosures.

ASU 2018-15, Customer's

Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

January 1, 2020 -

Prospective

The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense.

The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements or disclosures.

In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The objective of this converged standard is to enable financial statement users to better understand and analyze revenue by replacing current transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other guidance such as lease and insurance contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, ("ASU 2015-14") which allows an additional one year deferral of ASU 2014-09. As a result, ASU 2014-09 is effective for annual periods beginning after December 15, 2017 and interim periods within those years using one of two retrospective application methods. Early adoption would be permitted only for annual reporting periods beginning after December 15, 2016 and interim periods within those years. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08"). The guidance in ASU 2016-08 clarifies the implementation of ASU 2014-09 on principal versus agent considerationand has the same effective date as ASU 2014-09, as deferred by ASU 2015-14. During the quarter ended June 30, 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, and ASU 2016-12, Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as ASU 2014-09, as deferred by ASU 2015-14. As the majority of the Company's revenue is derived from real estate lease contracts, the Company does not expect the adoption


of this guidance to have a material impact on its consolidated financial statements and expects to adopt the guidance as of January 1, 2018.    It is in the process of determining which method to use for the application of this guidance.
In February 2016, the FASB issued ASU 2016-02, Leases("ASU 2016-02"). The objective of ASU 2016-02 is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessees will be required to recognize a right-of-use asset and corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance applied by a lessor under ASU 2016-02 is substantially similar to existing GAAP. For public companies, ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. Lessees and lessors are required to use a modified retrospective transition method for all leases existing at, or entered into after, the date of initial application. Accordingly, they would apply the new accounting model for the earliest year presented in the financial statements. A number of practical expedients may also be elected. Under the new guidance, common area maintenance recoveries must be accounted for as a non-lease component. The Company will be evaluating whether the bifurcation of common area maintenance will affect the timing or recognition of certain lease revenues. Also, only direct leasing costs may be capitalized under ASU 2016-02. Current guidance also allows the capitalization of indirect leasing costs. Additionally, the Company will be analyzing its current ground lease obligations under ASU 2016-02. The Company has done a preliminary assessment and continues to evaluate the potential impact the guidance may have on its consolidated financial statements and related disclosures. It is considering the practicality of adopting ASU 2016-02 concurrently with the adoption of ASU 2014-09 as the standards overlap and concurrent adoption would align them if ASU 2016-02 was adopted as of January 1, 2018. If early adoption is not practicable, the Company would adopt ASU 2016-02 as of January 1, 2019.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. For public companies, ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period and may be applied on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. Early adoption is permitted. The Company adopted ASU 2016-09 as of January 1, 2017 and it did not have a material impact on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The objective of ASU 2016-13 is to provide financial statement users with information about expected credit losses on financial assets and other commitments to extend credit by a reporting entity. The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. For public companies that are SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a modified retrospective basis. The Company expects to adopt ASU 2016-13 as of January 1, 2020 and is evaluating the impact that this update may have on its consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows, including the classification of distributions received from equity method investees. For public companies, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a retrospective basis. The Company expects to adopt ASU 2016-15 as of January 1, 2018 and does not expect the guidance to have a material impact on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17 which amends the consolidation guidance in ASU 2015-02 to change how a reporting entity that is a single decision maker of a VIE should consider indirect interests in a VIE held through related parties that are under common control with the entity when determining whether it is the primary beneficiary of the VIE. ASU 2016-17 simplifies the analysis to require consideration of only an entity's proportionate indirect interest in a VIE held through a party under common control. For public companies, ASU 2016-17 is effective for fiscal years beginning after December 15, 2016 including interim periods therein. Early adoption is permitted. The guidance is to be applied retrospectively to all periods in fiscal year 2016, which is the period in which ASU 2015-02 was adopted by the Company. The Company adopted ASU 2016-17 as of January 1, 2017 and it did not have a material impact on its consolidated financial statements and related disclosures.
In November 2016, the FASB issued ASU 2016-18, Restricted Cash, ("ASU 2016-18") to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. For public companies, ASU 2016-18 is effective on a retrospective basis for fiscal years beginning after December 15, 2017, including interim periods


therein. Early adoption is permitted. The Company expects to adopt the update as of January 1, 2018 and does not expect ASU 2016-18 to have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805, Business Combinations, the Company generally accounts for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. For public companies, ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein and is to be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted. The Company adopted ASU 2017-01 as of January 1, 2017. The Company expects most of its future acquisitions of shopping center properties would be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01.

Real Estate Assets

The Company capitalizes predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.

All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in intangible lease assets and other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition.

The Company expects its future acquisitions will be accounted for as acquisitions of assets in which related transaction costs will be capitalized.

Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to - 20 years for certain improvements and 7 to - 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated


on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.

The Company’s intangibles and their balance sheet classifications as of December 31, 20162019 and 2015,2018, are summarized as follows:

 

 

December 31, 2019

 

 

December 31, 2018

 

 

 

Cost

 

 

Accumulated

Amortization

 

 

Cost

 

 

Accumulated

Amortization

 

Intangible lease assets and other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Above-market leases

 

$

21,098

 

 

$

( 18,559

)

 

$

28,165

 

 

$

( 24,890

)

In-place leases

 

 

66,309

 

 

 

( 58,559

)

 

 

92,750

 

 

 

( 78,796

)

Tenant relationships

 

 

38,880

 

 

 

( 10,834

)

 

 

41,561

 

 

 

( 10,135

)

Accounts payable and accrued liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below-market leases

 

 

46,554

 

 

 

( 38,052

)

 

 

63,719

 

 

 

( 50,146

)

 December 31, 2016 December 31, 2015
 Cost 
Accumulated
Amortization
 Cost 
Accumulated
Amortization
Intangible lease assets and other assets:       
Above-market leases$49,310
 $(38,197) $54,080
 $(39,228)
In-place leases110,968
 (80,256) 113,335
 (71,460)
Tenant relationships29,494
 (6,610) 29,742
 (5,868)
Accounts payable and accrued liabilities: 
  
  
  
Below-market leases87,266
 (60,286) 89,182
 (54,999)

These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related unamortized intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $8,687, $12,939$ 4,506, $ 13,282 and $13,973$ 13,256 in 2016, 20152019, 2018 and 2014,2017, respectively.  The estimated total net amortization expense for the next five succeeding years is $6,378 in 2017, $3,589 in 2018, $2,502 in 2019, $1,923$ 1,848 in 2020, $ 1,256 in 2021, $ 1,003 in 2022, $ 804 in 2023 and $1,882$ 786 in 2021.

2024.

Total interest expense capitalized was $2,182, $3,697$ 2,504, $ 3,225 and $7,122$ 2,314 in 2016, 20152019, 2018 and 2014,2017, respectively.



Carrying Value of Long-Lived Assets

The Company monitors events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, the Company assesses the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from the Company’s probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, the Company adjusts the carrying value of the long-lived asset to its estimated fair value and recognizes an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of the Company’s long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expectedThe Company estimates future operating cash flows, require that the Company estimates future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property,terminal capitalization rate and the number of years the Property is held for investment,discount rate, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in the Company’s impairment analyses may not be achieved. See Note 416 and Note 15for information related to the impairment of long-lived assets for 2016, 2015in 2019, 2018 and 2014.

2017.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents.

Restricted Cash

Restricted cash of $46,119$ 26,242 and $34,684$ 32,374 was included in intangible lease assets and other assets at December 31, 20162019 and 2015,2018, respectively.  Restricted cash consists primarily of cash held in escrow accounts for debt service, insurance, real estate taxes, capital improvementsexpenditures and deferred maintenancetenant allowances as required by the terms of certain mortgage notes payable. 

Allowance for Doubtful

Estimated Uncollectable Accounts

The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectability of those balances.


The Company’s estimate of the allowance for doubtful accounts requiresprior to the adoption of ASC 842 require d management to exercise significant judgment about the timing, frequency and severity of collection losses, which affect s net income . The Company recorded provision for doubtful accounts of $ 4,817 and $ 3,782 for 2018 and 2017, respectively.

Upon adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its amounts due from tenants as a reduction of rental revenues, rather than as a property operating expense. Management is required to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income. If a lessee’s accounts receivable balance is considered uncollectable, the Company writes off the receivable balances associated with the lease and recognizes lease income on a cash basis. The Company recordedrecognized $ 3,463 of uncollectable operating lease receivables as a provision for doubtful accountsreduction of $4,058, $2,254 and $2,643 for 2016, 2015 and 2014, respectively.

rental revenues in 2019.

Investments in Unconsolidated Affiliates

The Company evaluates its joint venture arrangements to determine whether they should be recorded on a consolidated basis.  The percentage of ownership interest in the joint venture, an evaluation of control and whether a VIE exists are all considered in the Company’s consolidation assessment.

Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to the Company’s historical carryover basis incash contributed by the Company and the fair value of any real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of the Company’s interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to the Company’s historical carryover basis infair value of the ownership percentageinterest retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’venture partners’ interests in the joint venture. Profit recognition assumes the Company has no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.

The Company accounts for its investment in joint ventures where it owns a noncontrolling interest or where it is not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, the Company’s cost of investment is adjusted for additional contributions to and distributions from the unconsolidated affiliate, as well as its share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received.affiliate. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.



Any differences between the cost of the Company’s investment in an unconsolidated affiliate and its underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of the Company’s investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on its investment and the Company’s share of development and leasing fees that are paid by the unconsolidated affiliate to the Company for development and leasing services provided to the unconsolidated affiliate during any development periods. At December 31, 2016 and 2015, the net difference between the Company’s investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates, which are amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference, was $(6,966) and $13,334, respectively.

On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated affiliates may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized. NoNaN impairments of investments in unconsolidated affiliates were recorded in 2016, 20152019 and 2014.  

2017. In 2018, the Company recorded an impairment of $ 1,022 as its share of the loss on impairment recognized by the unconsolidated joint venture. The Company recorded a gain on deconsolidation of investments of $ 67,242 in 2019. The Company recorded a loss on investment of $ 6,197 in 2017. See Note 7 for additional information.

Deferred Financing Costs

Net deferred financing costs related to the Company's lines of credit of $4,890$ 9,062 and $6,431$ 2,005 were included in intangible lease assets and other assets at December 31, 20162019 and 2015,2018, respectively. Net deferred financing costs related to the Company's other indebtedness of $17,855$ 16,148 and $16,059$ 15,963 were included in net mortgage and other indebtedness at December 31, 20162019 and 2015,2018, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense related to deferred financing costs was $5,010, $7,116$ 7,000, $ 6,120 and $6,910$ 5,918 in 2016, 20152019, 2018 and 2014,2017, respectively. Accumulated amortization of deferred financing costs was $13,370$ 17,175 and $12,413$ 22,098 as of December 31, 20162019 and 2015,2018, respectively.

Marketable Securities
The Company recognized

Revenue Recognition

See Note 3for a realized gain of $16,560, for the difference between the net proceeds of $20,755 less the adjusted cost of $4,195 related to the sale of all its marketable securities in 2015. The Company did not recognize any realized gains or losses related to sales of marketable securities in 2014. Unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income (loss) ("AOCI/L") in redeemable noncontrolling interests, shareholders’ equity and partners' capital, and noncontrolling interests. Realized gains are recorded in gain on investments. Gains or losses on securities sold were based on the specific identification method.  

If a decline in the value of an investment is deemed to be other than temporary, the investment is written down to fair value and an impairment loss is recognized in the current period to the extentdescription of the decline in value. In determining when a decline in fair value below cost of an investment in marketable securities is other-than-temporary, the following factors, among others, are evaluated: 
the probability of recovery;
the Company’s ability and intent to retain the security for a sufficient period of time for it to recover;
the significance of the decline in value;
the time period during which there has been a significant decline in value;
current and future business prospects and trends of earnings;
relevant industry conditions and trends relative to their historical cycles; and
market conditions.
There were no other-than-temporary impairments of marketable securities incurred during 2016, 2015 and 2014.
Company's revenue streams.



Interest Rate Hedging Instruments
The Company recognizes its derivative financial instruments in either accounts payable and accrued liabilities or intangible lease assets and other assets, as applicable, in the consolidated balance sheets and measures those instruments at fair value.  The accounting for changes in the fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both qualitative and quantitative methods. The Company had entered into derivative agreements as of December 31, 2015 that qualified as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges.  The fair value of these cash flow hedges as of December 31, 2015 was $434 and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. To the extent they are effective, changes in the fair values of cash flow hedges are reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings.  The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.
See Notes 6 and 15 for additional information regarding the Company’s interest rate hedging instruments.
Revenue Recognition
Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.
The Company receives reimbursements from tenants for real estate taxes, insurance, common area maintenance and other recoverable operating expenses as provided in the lease agreements.  Tenant reimbursements are recognized when earned in accordance with the tenant lease agreements.  Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with the underlying lease terms.
The Company receives management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from an unconsolidated affiliate during the development period are recognized as revenue only to the extent of the third-party partner’s ownership interest. Development and leasing fees during the development period, to the extent of the Company’s ownership interest, are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Gain on Sales of Real Estate Assets

Gain

Gains on salesthe sale of real estate assets, is recognized when it is determinedlike all non-lease related revenue, are subject to a five-step model requiring that the sale has been consummated,Company identify the buyer’s initialcontract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and continuing investment is adequate, the Company’s receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownershiprecognize revenue upon satisfaction of the asset.performance obligations. In circumstances where the Company contracts to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the Company has an ownership interest inpost-sale involvement performance obligation is satisfied, the buyer, gain is recognized to the extentportion of the third party partner’s ownership interest.

sales price allocated to it will be recognized as gain on sale of real estate assets. Property dispositions with no continuing involvement will continue to be recognized upon closing of the sale.

Income Taxes

The Company is qualified as a REIT under the provisions of the Internal Revenue Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements.

As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $3,458, $3,460$ 3,682, $ 4,147 and $4,079$ 3,772 during 2016, 20152019, 2018 and 2014,2017, respectively.

The Company has also elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income or expense, as applicable.



The Company recorded an income tax benefit (provision) as follows for the years ended December 31, 2016, 20152019, 2018 and 2014:2017:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Current tax benefit (provision)

 

$

( 485

)

 

$

( 1,354

)

 

$

6,459

 

Deferred tax benefit (provision)

 

 

( 2,668

)

 

 

2,905

 

 

 

( 4,526

)

Income tax benefit (provision)

 

$

( 3,153

)

 

$

1,551

 

 

$

1,933

 

  Year Ended December 31,
  2016 2015 2014
Current tax benefit (provision) $1,156
 $(3,093) $(3,170)
Deferred tax benefit (provision) 907
 152
 (1,329)
Income tax benefit (provision) $2,063
 $(2,941) $(4,499)

The Company had a net deferred tax asset of $5,841$ 15,117 and $ 20,133 at December 31, 20162019 and 2018, respectively. In 2018, the Company recorded a net deferred tax liabilitycumulative effect adjustment in the amount of $672 at December 31, 2015.$ 11,433 related to the January 1, 2018 adoption of ASU 2016-16. The net deferred tax asset at December 31, 20162019 and 2018 is included in intangible lease assets and other assets. The netThese deferred tax liability at December 31, 2015 is included in accounts payable and accrued liabilities. These balances primarily consistedconsist of operating expense accruals and differences between book and tax depreciation.related to the basis of real estate assets, depreciation expense and operating expenses, as well as net operating loss carryforwards.  As of December 31, 2016,2019, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2013, 2014, 20152019, 2018, 2017 and 2016.

The Company reports any income tax penalties attributable to its Properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its consolidated statementstatements of operations.  In addition, any interest incurred on tax assessments is reported as interest expense.  The Company incurred nominal interest and penalty amounts in 2016, 20152019, 2018 and 2014.

2017.

Concentration of Credit Risk

The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants.

The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 3.6%4.5% of the Company’s total consolidated revenues in 2016.2019.


Earnings per Share and Earnings per Unit

See Note 7 for information regarding significant CBL equity offerings that affected per share and per unit amounts for each period presented.

Earnings per Share of the Company

Basic EPSearnings per share ("EPS") is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no anti-dilutive shares for the years ended December 31, 2016 and 2015. There were no potential dilutive common shares and there were no anti-dilutive shares for the year ended December 31, 2014.

The following summarizes the impact of potential dilutive common shares on the denominator used to compute EPS for the years ended December 31, 2016 and 2015:
 Year Ended December 31,
 2016 2015
Denominator – basic170,762
 170,476
Effect of performance stock units (1)
74
 23
Denominator – diluted170,836
 170,499
(1)

Performance stock units ("PSUs") are contingently issuable common shares and are included in earnings per share if the effect is dilutive. SeeNote 1617for a description of the long-term incentive program which was adopted in 2015, that these units relate to.



There were 0 potential dilutive common shares and 0 anti-dilutive shares for the year ended December 31, 2019. The effect of 102,820 contingently issuable common shares related to PSUs for the year ended December 31, 2018 were excluded from the computation of diluted EPS because the effect would have been anti-dilutive. There were 0 potential dilutive common shares and 0 anti-dilutive shares for the year ended December 31, 2017.

Earnings per Unit of the Operating Partnership

Basic earnings per unit ("EPU") is computed by dividing net income (loss) attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. There were no anti-dilutive units for the years ended December 31, 2016 and 2015. There were no potential dilutive common units and there were no anti-dilutive units for the year ended December 31, 2014.

The following summarizes the impact of potential dilutive common units on the denominator used to compute EPU for the years ended December 31, 2016 and 2015:
 Year Ended December 31,
 2016 2015
Denominator – basic199,764
 199,734
Effect of performance stock units (1)
74
 23
Denominator – diluted199,838
 199,757
(1) Performance stock unitsPSUs are contingently issuable common shares and are included in earnings per unitshare if the effect is dilutive. SeeNote 1617for a description of the long-term incentive program which was adopted in 2015, that these units relate to.
Comprehensive Income
Accumulated Other Comprehensive Income (Loss) of the Company
Comprehensive income (loss) of the Company includes all changes in redeemable noncontrolling interests There were 0 potential dilutive common units and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. Other comprehensive income (loss) (“OCI/L”) includes changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements.  
The changes in the components of AOCI0 anti-dilutive units for the yearsyear ended December 31, 2016, 2015 and 2014 are as follows:
 
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 reclassifications14
 51
 3,712
 5,569
 251
 923
 10,520
  Amounts reclassified from AOCI (1)

 
 (2,195) 
 
 
 (2,195)
Net year-to-date period OCI14
 51
 1,517
 5,569
 251
 923
 8,325
Ending balance, December 31, 2014401
 384
 303
 13,108
 (3,053) 2,826
 13,969
  OCI before reclassifications32
 10
 3,828
 160
 251
 72
 4,353
  Amounts reclassified from AOCI (1)

 (394) (2,196) (13,268) 
 (2,898) (18,756)
Net year-to-date period OCI/L32
 (384) 1,632
 (13,108) 251
 (2,826) (14,403)
Ending balance, December 31, 2015433
 
 1,935
 
 (2,802) 
 (434)
  OCI before reclassifications3
 
 814
 
 60
 
 877
  Amounts reclassified from AOCI (1)
(436) 
 (2,749) 
 2,742
 
 (443)
Net year-to-date period OCI/L(433) 
 (1,935) 
 2,802
 
 434
Ending balance, December 31, 2016$
 $
 $
 $
 $
 $
 $
(1)Reclassified $443, $2,196 and $2,195 of interest on cash flow hedges to Interest Expense in the consolidated statement of operations for the years ended December 31, 2016, 2015 and 2014, respectively. Reclassified $16,560 realized gain on sale of available-for-sale securities to Gain on Investments in the consolidated statement of operations for the year ended December 31, 2015.


Accumulated Other Comprehensive Income (Loss)2019. The effect of 102,820 contingently issuable common units related to PSUs for the Operating Partnership
Comprehensive income (loss)year ended December 31, 2018 were excluded from the computation of diluted EPS because the Operating Partnership includes all changes in redeemableeffect would have been anti-dilutive. There were 0 potential dilutive common units and partners' capital during the period, except those resulting from investments by unitholders, distributions to unitholders and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements.  
The changes in the components of AOCI0 anti-dilutive units for the yearsyear ended December 31, 2016, 2015 and 2014 are as follows:
 
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 reclassifications14
 51
 3,963
 6,492
 10,520
  Amounts reclassified from AOCI (1)

 
 (2,195) 
 (2,195)
Net year-to-date period OCI14
 51
 1,768
 6,492
 8,325
Ending balance, December 31, 2014401
 384
 (2,750) 15,934
 13,969
  OCI before reclassifications33
 10
 4,078
 232
 4,353
  Amounts reclassified from AOCI (1)

 (394) (2,196) (16,166) (18,756)
Net year-to-date period OCI/L33
 (384) 1,882
 (15,934) (14,403)
Ending balance, December 31, 2015434
 
 (868) 
 (434)
  OCI before reclassifications3
 
 874
 
 877
  Amounts reclassified from AOCI (1)
(437) 
 (6) 
 (443)
Net year-to-date period OCI/L(434) 
 868
 
 434
Ending balance, December 31, 2016$
 $
 $
 $
 $
(1)Reclassified $443, $2,196 and $2,195 of interest on cash flow hedges to Interest Expense in the consolidated statement of operations for the years ended December 31, 2016, 2015 and 2014, respectively. Reclassified $16,560 realized gain on sale of available-for-sale securities to Gain on Investments in the consolidated statement of operations for the year ended December 31, 2015.
2017.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NOTE 3. ACQUISITIONSREVENUES

Contract Balances

A summary of the Company's contract assets activity during the year ended December 31, 2019 is presented below:

 

 

Contract Assets

 

Balance as of January 1, 2019

 

$

289

 

Tenant openings

 

 

( 436

)

Executed leases

 

 

431

 

Balance as of December 31, 2019

 

$

284

 

A summary of the Company's contract liability activity during the year ended December 31, 2019 is presented below:

 

 

Contract Liability

 

Balance as of January 1, 2019

 

$

265

 

Completed performance obligation

 

 

( 107

)

Contract obligation

 

 

 

Balance as of December 31, 2019

 

$

158

 

The Company has the following contract balances as of December 31, 2019:


 

 

 

 

As of

 

 

Expected Settlement Period

 

Description

 

Financial Statement Line Item

 

December 31, 2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

Contract assets (1)

 

Management, development and

leasing fees

 

$

284

 

 

$

( 236

)

 

$

( 44

)

 

$

 

 

$

( 4

)

Contract liability (2)

 

Other revenues

 

 

158

 

 

 

( 53

)

 

 

( 53

)

 

 

( 52

)

 

 

 

(1)

Represents leasing fees recognized as revenue in the period in which the lease is executed. Under third party and unconsolidated affiliates' contracts, the remaining 50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.

(2)

Relates to a contract with a vendor in which the Company received advance payments in the initial years of the multi-year contracts.

Revenues

The following table presents the Company's revenues disaggregated by revenue source:

 

 

Year Ended

December 31, 2019

 

 

Year Ended

December 31, 2018

 

Rental revenues (1)

 

$

736,878

 

 

$

829,113

 

Revenues from contracts with customers (ASC 606):

 

 

 

 

 

 

 

 

Operating expense reimbursements (2)

 

 

9,783

 

 

 

8,434

 

Management, development and leasing fees (3)

 

 

9,350

 

 

 

10,542

 

Marketing revenues (4)

 

 

6,059

 

 

 

6,286

 

 

 

 

25,192

 

 

 

25,262

 

 

 

 

 

 

 

 

 

 

Other revenues

 

 

6,626

 

 

 

4,182

 

Total revenues (5)

 

$

768,696

 

 

$

858,557

 

(1)

Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases , whereas all leases existing prior to that date are accounted for in accordance with ASC 840. See Note 4 ..

(2)

Includes $ 9,404 in the Malls segment and $ 379 in the All Other segment for the year ended December 31, 2019. Includes $ 5,873 in the Malls segment and $ 2,561 in the All Other segment for the year ended December 31, 2018. See description below.

(3)

Included in All Other segment.

(4)

Marketing revenues solely relate to the Malls segment for the year ended December 31, 2019. Includes $ 6,255 in the Malls segment and $ 31 in the All Other segment for the year ended December 31, 2018.

(5)

Sales taxes are excluded from revenues.

See Note 12for information on the Company's segments.

Revenue from Contracts with Customers

Operating expense reimbursements

Under operating and other agreements with third parties, which own anchor or outparcel buildings at the Company's properties and pay no rent, the Company receives reimbursements for certain operating expenses such as ring road and parking area maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the initial term and any extension options are typically reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assigns a price to each performance obligation that directly relates to the value the customer receives for the services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Management, development and leasing fees

The Company earns revenue from contracts with third parties and unconsolidated affiliates for property management, leasing, development and other services. These contracts are accounted for on a month-to-month basis if the agreement does not contain substantive penalties for termination. The majority of the Company's contracts with customers


are accounted for on a month-to-month basis. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assigns a price to each performance obligation that directly relates to the value the customer receives for the services being provided. These contracts generally are for the following:

Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.

Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies 50% of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).

Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Development and leasing fees received from an unconsolidated affiliate are recognized as revenue only to the extent of the third-party partner’s ownership interest. The Company's share of such fees are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

Marketing revenues

The Company earns marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Company provides advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Company has not fully or has partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

Practical Expedients

The Company does not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice, which primarily relate to services performed for certain operating expense reimbursements and management, leasing and development activities, as described above. Performance obligations related to pro rata operating expense reimbursements for certain noncancellable contracts are disclosed below.


Outstanding Performance Obligations

The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of December 31, 2019, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation

 

Less than 5

years

 

 

5-20 years

 

 

Over 20

years

 

 

Total

 

Fixed operating expense reimbursements

 

$

25,651

 

 

$

47,224

 

 

$

44,951

 

 

$

117,826

 

The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained.

Note 4 – Leases

Adoption of ASU 2016-02, and all related subsequent amendments

The Company adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Leases ..

To determine whether a contract contained a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, had the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract was determined to contain a lease and the Company was a lessee, the lease was evaluated to determine whether it was an operating or financing lease. If a contract was determined to contain a lease and the Company was a lessor, the lease was evaluated to determine whether it was an operating, direct financing or sales-type lease. After determining that the contract contained a lease, the Company identified the lease component and any nonlease components associated with that lease component, and through the Company’s election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease where the Company was the lessor.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

See Note 2for additional information about this accounting standard.

Lessor

Rental Revenues

The majority of the Company’s revenues are earned through the lease of space at its properties. All of the Company's leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant lease agreement. Typically, the Company's leases contain penalties for early termination. The Company doesn't have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Company receives reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.


Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with our adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its operating lease receivables as a reduction of rental revenues, rather than as a property operating expense.

The components of rental revenues are as follows:

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Fixed lease payments

 

$

607,259

 

 

$

684,634

 

 

$

760,001

 

Variable lease payments

 

 

129,619

 

 

 

144,479

 

 

 

149,594

 

Total rental revenues

 

$

736,878

 

 

$

829,113

 

 

$

909,595

 

The undiscounted future fixed lease payments to be received under the Company's operating leases as of December 31, 2019, are as follows:

Years Ending December 31,

 

Operating Leases

 

2020

 

$

502,532

 

2021

 

 

446,438

 

2022

 

 

370,872

 

2023

 

 

307,297

 

2024

 

 

245,824

 

Thereafter

 

 

628,945

 

Total undiscounted lease payments

 

$

2,501,908

 

As required by the Comparatives Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31,

 

Operating Leases

 

2019

 

$

497,014

 

2020

 

 

426,228

 

2021

 

 

363,482

 

2022

 

 

294,441

 

2023

 

 

234,191

 

Thereafter

 

 

531,792

 

Total

 

$

2,347,148

 

Lessee

The Company has 8 ground leases and 1 office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from five to ten years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset because we have no plans to cease operating our assets associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The office lease is subleased as of December 31, 2019. As of December 31, 2019, these leases have a weighted-average remaining lease term of 39.9 years and a weighted-average discount rate of 8.1%.


The Company's ROU asset and lease liability are presented in the consolidated balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Company's ROU asset and lease liability activity during the year ended December 31 , 2019 is presented below:

 

 

ROU Asset

 

 

Lease Liability

 

Balance as of January 1, 2019

 

$

4,160

 

 

$

4,074

 

Cash reduction

 

 

( 557

)

 

 

( 557

)

Noncash increase

 

 

201

 

 

 

320

 

Balance as of December 31, 2019

 

$

3,804

 

 

$

3,837

 

The components of lease expense are presented below:

 

 

Year Ended

December 31,

2019

 

Lease expense:

 

 

 

 

Operating lease expense

 

$

547

 

Variable lease expense

 

 

348

 

Total lease expense

 

$

895

 

The undiscounted future lease payments to be paid under the Company's operating leases as of December 31, 2019, are as follows:

Year Ending December 31,

 

Operating Leases

 

2020

 

$

558

 

2021

 

 

594

 

2022

 

 

329

 

2023

 

 

284

 

2024

 

 

263

 

Thereafter

 

 

12,019

 

Total undiscounted lease payments

 

 

14,047

 

Less imputed interest

 

 

( 10,210

)

Lease Liability

 

$

3,837

 

As required by the Comparatives Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

Year Ending December 31,

 

Operating Leases

 

2019

 

$

504

 

2020

 

 

610

 

2021

 

 

517

 

2022

 

 

321

 

2023

 

 

281

 

Thereafter

 

 

12,297

 

 

 

$

14,530

 

Practical Expedients

In regard to leases that commenced before January 1, 2019, the Company elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Company elected a


practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Company made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Company has elected not to apply the recognition requirements of ASC 842 to short-term leases.

See Note 2for additional information about this accounting standard.

NOTE 5. ACQUISITIONS

Since the adoption of ASU 2017-01, Clarifying the Definition of a Business , as of January 1, 2017, the Company's acquisitions of shopping center and other properties have been accounted for as acquisitions of assets. The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition.

2019 Acquisition

In October 2019, the Company acquired the former Boston store located at West Towne Mall for $ 5,700 in cash. The pro forma effectCompany plans to redevelop this space.

2018 Acquisition

In February 2018, the Company acquired the former Bon-Ton store located at Westmoreland Mall for $ 3,250 in cash. The Company is redeveloping this space.

2017 Acquisitions

JG Gulf Coast LLC

In December 2017, the Company was assigned its partner's 50% interest in Gulf Coast Town Center - Phase III for 0 consideration. The unconsolidated affiliate was previously accounted for using the equity method of accounting (see Note 7). As of the December 31, 2017 assignment date, the wholly owned joint venture was accounted for on a consolidated basis in the Company's operations. The Company recorded $ 2,818 of net assets at their carry-over basis, which included $ 4,118 related to a mortgage note payable to the Company. The Property was sold in March 2018. See Note 6for more information.

Sears and Macy's stores

In January 2017, the Company acquired several Sears and Macy's stores, which included land, buildings and improvements, for future redevelopment at the related malls.

The Company purchased 5 Sears department stores and 2 Sears Auto Centers for $ 72,765 in cash, which included $ 265 of capitalized transaction costs. Sears continued to operate the department stores in 2017 under new ten-year leases for which the Company received aggregate annual base rent of $ 5,075. Annual base rent was to be reduced by 0.25% for the third through tenth years of the leases. Sears was responsible for paying CAM charges, taxes, insurance and utilities under the terms of the leases. The Company had the right to terminate each Sears lease at any time (except November 15 through January 15, in any given year), with six month's advance notice. With six month's advance notice, Sears had the right to terminate one lease after a four -year period and could terminate the four other leases after a two -year period.

Of the 5 sale leasebacks described above, one of these acquisitions was not material.locations closed in 2018. The Company did not acquire any consolidated shopping center properties duringterminated the years ended December 31, 2014Sears lease and 2016.redeveloped the former Sears store at Brookfield Square in 2018. The followingredevelopment opened in October 2019. NaN other Sears stores closed in 2019. The Company commenced construction on the redevelopment of the former Sears at Hamilton Place in 2019 with an anticipated opening date in spring 2020. Construction is a summaryexpected to begin on the redevelopment of the former Sears at Cross Creek Mall in 2020, with an opening anticipated in 2021. The Company is in the planning stages for the redevelopment of the remaining locations. The leases on the Sears Auto Centers were terminated by the Company, in accordance with the terms of the Company's acquisitions duringagreement with Sears, and the year ended December 31, 2015:

Purchase Date Property 
Property
 Type
 Location 
Ownership
Percentage
Acquired
 Cash 
Purchase
Price
June 2015 
Mayfaire Town Center and Community Center (1)
 Mall Wilmington, NC 100% $191,988
 $191,988
(1)
The Company acquired Mayfaire Town Center and Community Center on June 18, 2015 for $191,988 utilizing availability on its lines of credit. Since the acquisition date, $8,982 of revenue and $410 in income related to Mayfaire Town Center and Community Center is included in the consolidated financial statements for the year ended December 31, 2015. The Company subsequently sold Mayfaire Community Center in December 2015. See Note 4 for more information.
Company has completed redevelopment of both locations.

The Company also acquired 4 Macy's stores in 2017 for $ 7,034 in cash, which included $ 34 of capitalized transaction costs. NaN of these locations closed in March 2017, with two having redevelopments completed in 2019. The



title to the property of one of these locations was transferred to the mortgage holder in satisfaction of the non-recourse debt secured by the property. The remaining location is in the planning stages of redevelopment.

The following table summarizes the final allocation of the estimated fair values of the assets acquired and liabilities assumed as of the June 2015respective acquisition date for Mayfaire Town Center and Community Center:dates:

 

 

Sears

Stores

 

 

Macy's

Stores

 

 

Total

 

Land

 

$

45,028

 

 

$

4,635

 

 

$

49,663

 

Building and improvements

 

 

14,814

 

 

 

1,965

 

 

 

16,779

 

Tenant improvements

 

 

4,234

 

 

 

377

 

 

 

4,611

 

Above-market leases

 

 

681

 

 

 

 

 

 

681

 

In-place leases

 

 

8,364

 

 

 

579

 

 

 

8,943

 

Total assets

 

 

73,121

 

 

 

7,556

 

 

 

80,677

 

Below-market leases

 

 

( 356

)

 

 

( 522

)

 

 

( 878

)

Net assets acquired

 

$

72,765

 

 

$

7,034

 

 

$

79,799

 

 2015
Land$39,598
Buildings and improvements139,818
Tenant improvements3,331
Above-market leases393
In-place leases22,673
  Total assets205,813
Below-market leases(13,825)
  Net assets acquired$191,988

NOTE 4.6. DISPOSITIONS AND HELD FOR SALE

The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. .. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the shopping center Properties described below, as well as any related gain or impairment loss, are included in net income (loss) for all periods presented, as applicable.

2016

2019 Dispositions

Net proceeds realized from the 20162019 dispositions listed below were used to reduce outstanding balances on the Company's credit facility, unless otherwise noted. The following is a summary of the Company's 2019 dispositions:

 

 

 

 

 

 

 

 

Sales Price

 

 

 

 

 

Sales Date

 

Property

 

Property Type

 

Location

 

Gross

 

 

Net

 

 

Gain

 

January

 

Cary Towne Center (1)

 

Malls

 

Cary, NC

 

$

31,500

 

 

$

31,068

 

 

$

 

April

 

Honey Creek Mall (2)

 

Malls

 

Terre Houte, IN

 

 

14,600

 

 

 

14,360

 

 

 

 

April

 

The Shoppes at Hickory Point

 

Malls

 

Forsyth, IL

 

 

2,508

 

 

 

2,407

 

 

 

1,326

 

June

 

Courtyard by Marriott at Pearland Town Center

 

All Other

 

Pearland, TX

 

 

15,100

 

 

 

14,795

 

 

 

1,910

 

July

 

850 Greenbrier Circle

 

All Other

 

Chesapeake, VA

 

 

10,500

 

 

 

10,332

 

 

 

96

 

July

 

Kroger at Foothills Plaza

 

All Other

 

Maryville, TN

 

 

2,350

 

 

 

2,267

 

 

 

1,139

 

July

 

The Forum at Grandview (3)

 

All Other

 

Madison, MS

 

 

31,750

 

 

 

31,606

 

 

 

47

 

July

 

Barnes & Noble parcel

 

All Other

 

High Point, NC

 

 

2,000

 

 

 

1,899

 

 

 

821

 

September

 

Dick's Sporting Goods at Hanes Mall

 

All Other

 

Winston-Salem, NC

 

 

10,000

 

 

 

9,649

 

 

 

2,907

 

 

 

 

 

 

 

 

 

$

120,308

 

 

$

118,383

 

 

$

8,246

 

(1)

See below for more information regarding the sale of Cary Towne Center.

( 2 )

The Company recognized a loss on impairment of $ 2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third-party buyer and recognized $( 239) in April 2019 related to a true-up of closing costs. See Note 16for additional information.

( 3 )

The Company recognized a loss of impairment of $ 8,582 in June 2019 when it adjusted the book value to the net sales price based on a signed contract with a third-party buyer, adjusted to reflect the estimated disposition costs. See Note 16 for additional information.

The Company realized gains of $ 6,434 related to the sale of 5 outparcels and a gain of $ 1,627 related to the formation of 3 joint ventures during the year ended December 31, 2019. Also, the Company realized a loss of $ 33 related to prior period adjustments.

The Company recognized a gain on extinguishment of debt for the properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 8for more information.


Sale/Transfer

Date

Property

Property Type

Location

January

Acadiana Mall (1)

Malls

Lafayette, LA

January

Cary Towne Center (2)

Malls

Cary, NC

(1)

The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $ 43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $ 305 of aggregate non-cash default interest expense during the first quarter of 2019.

(2)

The Company sold the mall for $ 31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $ 54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $ 237 of aggregate non-cash default interest expense during the first quarter of 2019.

In a separate transaction during January 2019, the Company also sold an anchor store parcel and vacant land at Acadiana Mall, which were not collateral on the loan, for a cash price of $ 4,000. A loss on impairment of real estate of $ 1,593 was recorded in 2018 to write down the book value of the anchor store parcel and vacant land to its then estimated fair value.

2018 Dispositions

Net proceeds realized from the 2018 dispositions listed below were used to reduce the outstanding balances on the Company's credit facilities.facilities, unless otherwise noted. The following is a summary of the Company's 2016 dispositions by sale:2018 dispositions:

 

 

 

 

 

 

 

 

Sales Price

 

 

 

 

 

Sales Date

 

Property

 

Property Type

 

Location

 

Gross

 

 

Net

 

 

Gain/(Loss)

 

March

 

Gulf Coast Town Center - Phase III

 

All Other

 

Ft. Myers, FL

 

$

9,000

 

 

$

8,769

 

 

$

2,236

 

July

 

Janesville Mall (1)

 

Malls

 

Janesville, WI

 

 

18,000

 

 

 

17,783

 

 

 

 

August

 

Statesboro Crossing (2)

 

All Other

 

Statesboro, GA

 

 

21,500

 

 

 

10,532

 

 

 

3,215

 

October

 

Parkway Plaza

 

All Other

 

Fort Oglethorpe, GA

 

 

16,500

 

 

 

16,318

 

 

 

1,419

 

November

 

College Square (3)

 

Malls

 

Morristown, TN

 

 

 

 

 

 

 

 

742

 

Various

 

Prior Sales Adjustments

 

Malls/All Other

 

 

 

 

 

 

 

 

 

 

( 141

)

 

 

 

 

 

 

 

 

$

65,000

 

 

$

53,402

 

 

$

7,471

 

        Sales Price Gain
Sales Date Property Property Type Location Gross Net 
December 
Cobblestone Village at Palm Coast (1)
 Community Center Palm Coast, FL $8,500
 $8,106
 $
December 
Randolph Mall,
Regency Mall &
Walnut Square
(2)
 Mall Asheboro, NC
Racine, WI
Dalton, GA
 32,250
 31,453
 
September 
Oak Branch Business Center (3)
 Office Building Greensboro, NC 2,400
 2,148
 
July 
The Lakes Mall / Fashion Square (4)
 Mall Muskegon, MI
Saginaw, MI
 66,500
 65,514
 273
May 
Bonita Lakes Mall and Crossing (5)
 Mall & Associated Center Meridian, MS 27,910
 27,614
 208
April The Crossings at Marshalls Creek Community Center Middle Smithfield, PA 23,650
 21,791
 3,239
March 
River Ridge Mall (6)
 Mall Lynchburg, VA 33,500
 32,905
 
        $194,710
 $189,531
 $3,720

(1)

(1)The Company recorded a loss on impairment of $6,298 to write down the community center to its estimated fair value in the third quarter of 2016 based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. An additional loss on impairment of $150 was recognized in December 2016 for an adjustment to the sales price when the sale closed in December 2016.
(2)The Company recorded a loss on impairment in the third quarter of 2016 of $43,294 when it wrote down the book values of the three malls to their estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The Company reduced the loss on impairment in the fourth quarter of 2016 by $150 to reflect actual closing costs.
(3)

The Company recognized a loss on impairment of $122$ 18,061 in the third quarter of 2016 to adjust the book value of the Property to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The loss on impairment was reduced by $22 in the fourth quarter of 2016 to reflect actual closing costs.

(4)
The Company recognized a loss on impairment of $32,096 in the second quarter of 2016 when it adjusted the book value of the malls to their estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. A non-recourse loan secured by Fashion Square with a principal balance of $38,150 was assumed by the buyer in conjunction with the sale. See Note 6.
(5)The Company recognized a loss on impairment of $5,323 in the first quarter of 2016 when it adjusted the book value of the Properties to their estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect disposition costs.
(6)
In the first quarter of 2016, the Company sold a 75% interest in River Ridge Mall and recorded a loss on impairment of $9,510 to adjust the book value of the mall to its estimated net sales price based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. An additional loss on impairment of $84 was recognized in December 2016 to reflect actual closing costs. The Company retained a 25% ownership interest in the mall, which is included in Investments in Unconsolidated Affiliates as of December 31, 2016 on the Company's consolidated balance sheet. See Note 5 for more information on this new joint venture.
See Note 15 for additional information related to the impairment losses described above.


The Company also realized a gain of $21,385 primarily related to the sale of 18 outparcels, $2,184 related to a parking deck project, $1,621 from a parcel project at The Outlet Shoppes at Atlanta and $657 in contingent consideration earned in 2016 related to the sale of EastGate Crossing noted below.
2016 Held for Sale
Two office buildings, One Oyster Point and Two Oyster Point, are classified as held for sale, and the $5,861 on the Company's consolidated balance sheets at December 31, 2016 represents the net investment in real estate assets at December 31, 2016, which approximates 0.1% of the Company's total assets as of December 31, 2016. There are no other material assets or liabilities associated with these office buildings. The office buildings were sold subsequent to December 31, 2016. See Note 15 and Note 19 for additional information on these Properties.
2015 Dispositions
Net proceeds from the 2015 dispositions were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2015 dispositions:
        Sales Price Gain
Sales Date Property Property Type Location Gross Net 
December 
Mayfaire Community Center (1)
 
Community Center (2)
 Wilmington, NC $56,300
 $55,955
 $
December 
Chapel Hill Crossing (3)
 Associated Center Akron, OH 2,300
 2,178
 
November Waynesville Commons Community Center Waynesville, NC 14,500
 14,289
 5,071
July Madison Plaza Associated Center Huntsville, AL 5,700
 5,472
 2,769
June 
EastGate Crossing (4)
 Associated Center Cincinnati, OH 21,060
 20,688
 13,491
April 
Madison Square (5)
 Mall Huntsville, AL 5,000
 4,955
 
        $104,860
 $103,537
 $21,331
(1)The Company recognized a loss on impairment of real estate of $397 in the fourth quarter of 2015 when it adjusted the book value of Mayfaire Community Center to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.
(2)This Property was combined with Mayfaire Town Center in the Malls category for segment reporting purposes.
(3)The Company recognized a loss on impairment of real estate of $1,914 in the fourth quarter of 2015 when it adjusted the book value of Chapel Hill Crossing to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.
(4)In the fourth quarter of 2015, the Company earned $625 of contingent consideration related to the sale of EastGate Crossing and received $574 of net proceeds for the lease of a tenant space. The Company earned additional consideration in 2016 for the lease of one additional specified tenant space as noted above. Additionally, the buyer assumed the mortgage loan on the Property, which had a balance of $14,570 at the time of the sale.
(5)The Company recognized a loss on impairment of real estate of $2,620 in the second quarter of 20152018 when it adjusted the book value of the mall to its estimated fair value based upon a signed contract with a third partythird-party buyer, adjusted to reflect estimated disposition costs. See Note 16 additional information.

See Note 15 for additional information

(2)

In conjunction with the sale of this 50/ 50 consolidated joint venture, the loan secured by the community center was retired. The Company received 100% of the net proceeds from the sale in accordance with the terms of the joint venture agreement.

(3)

The Company received additional consideration per the terms of the sales contract related to the completion of an outparcel construction project.  See 2017 Dispositions below for discussion of the sale of College Square in 2017.

The Company also realized a gain of $ 11,530 primarily related to the impairment losses described above.sale of 12 outparcels and from several outparcels sold through eminent domain proceedings during the year ended December 31, 2018.

2018 Held for Sale

Cary Towne Center was classified as held for sale at December 31, 2018 and the $ 30,971 on the consolidated balance sheet represented the Company's net investment in real estate assets at December 31, 2018, which approximates 0.6% of the Company's total assets as of December 31, 2018. A nonrecourse loan secured by Cary Towne Center with a principal balance of $ 43,716 as of December 31, 2018 was classified on the Company's consolidated balance sheet as liabilities related to assets held for sale.


2014

201 7 Dispositions

Net proceeds realized from the 20142017 dispositions were used to reduce the outstanding balances on the Company's credit facilities, unless otherwise noted.

The following is a summary of the Company's 20142017 dispositions by sale:

 

 

 

 

 

 

 

 

Sales Price

 

 

 

 

 

Sales Date

 

Property

 

Property Type

 

Location

 

Gross

 

 

Net

 

 

Gain

 

January

 

One Oyster Point & Two Oyster Point

 

All Other

 

Newport News, VA

 

$

6,250

 

 

$

6,142

 

 

$

 

April

 

The Outlet Shoppes at Oklahoma City (1)

 

Malls

 

Oklahoma City, OK

 

 

130,000

 

 

 

55,368

 

 

 

75,434

 

May

 

College Square & Foothills Mall (2)

 

Malls

 

Morristown, TN / Maryville, TN

 

 

53,500

 

 

 

50,566

 

 

 

546

 

 

 

 

 

 

 

 

 

$

189,750

 

 

$

112,076

 

 

$

75,980

 

        Sales Price Gain
Sales Date Property Property Type Location Gross Net 
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 )

In conjunction with the sale of this 75/ 25 consolidated joint venture, 3 loans secured by the mall were retired. The Company's share of the gain from the sale was approximately $ 48,800. In accordance with the joint venture agreement, the joint venture partner received a priority return of $ 7,477 from the proceeds of the sale.

(1)

( 2 )

The Company recognized a loss on impairmentgain of real estate$ 1,994 in the second quarter of $4972017 upon the sale of the malls. This gain was partially reduced in the third quarter of 2014 when it adjusted the book value2017 due to construction costs of Pemberton Plaza to its estimated fair value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.$ 1,448 not previously considered.

(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.


The Company also realized a gain of $ 17,812 primarily related to the sale of 12 outparcels during the year ended December 31, 2017.

The Company recognized a gain on extinguishment of debt for each of the Properties listed below, representingwhich represented the amount by which the outstanding debt balance exceeded the net book value of the Property as of the transfer date. The respective mortgage lender completed the foreclosure process and received title to the mall listed below in satisfaction of the non-recourse debt secured by the Property. See Note 68for additional information.

The following is a summary of the Company's other 2014these 2017 dispositions:

        
Balance of
Non-recourse Debt
 
Gain on
Extinguishment
of Debt
Disposal Date Property Property Type Location  
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)

Transfer Date

The mortgage lender completed the foreclosure process and received 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.

NOTE 5. UNCONSOLIDATED AFFILIATES AND COST METHOD INVESTMENT
Unconsolidated Affiliates
At December 31, 2016, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:

Property

Property Type

Location

January

Midland Mall

Malls

Midland, MI

Joint Venture

June

Property Name

Chesterfield Mall

Company's
Interest

Malls

Chesterfield, MO

Ambassador Infrastructure, LLC

August

Ambassador Town

Wausau Center - Infrastructure Improvements

65.0%
Ambassador Town Center JV, LLC

Malls

Ambassador Town Center65.0%
CBL/T-C, LLCCoolSprings Galleria, Oak Park Mall and West County Center50.0%
CBL-TRS Joint Venture, LLCFriendly Center and The Shops at Friendly Center50.0%
El Paso Outlet Outparcels, LLCThe Outlet Shoppes at El Paso (vacant land)50.0%
Fremaux Town Center JV, LLCFremaux Town Center - Phases I and II65.0%
G&I VIII CBL Triangle LLCTriangle Town Center and Triangle Town Commons10.0%
Governor’s Square IBGovernor’s Square Plaza50.0%
Governor’s Square CompanyGovernor’s Square47.5%
JG Gulf Coast Town Center LLCGulf Coast Town Center - Phase III50.0%
Kentucky Oaks Mall CompanyKentucky Oaks Mall50.0%
Mall of South Carolina L.P.Coastal Grand50.0%
Mall of South Carolina Outparcel L.P.Coastal Grand Crossing and vacant land50.0%
Port Orange I, LLCThe Pavilion at Port Orange - Phase I50.0%
River Ridge Mall JV, LLCRiver Ridge Mall25.0%
West Melbourne I, LLCHammock Landing - Phases I and II50.0%
York Town Center, LPYork Town Center50.0%

Wausau, WI

NOTE 7. UNCONSOLIDATED AFFILIATES

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2016, 20152019, 2018 and 2014,2017, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:

the pro forma for the development and construction of the project and any material deviations or modifications thereto;

the pro forma for the development and construction of the project

the site plan and any material deviations or modifications thereto;

the site plan

the conceptual design of the project and the initial plans and specifications for the project 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;

any acquisition/construction loans or any permanent financings/refinancings;

the annual operating budgets and any material deviations or modifications thereto;

the annual operating budgets

the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

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.

any material acquisitions or dispositions with respect to the project.

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.



At December 31, 2019, the Company had investments in 28 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20.0% to 65.0%. Of these entities, 17 are owned in 50 / 50 joint ventures.

2019 Activity - Unconsolidated Affiliates

CBL-TRS Joint Venture,

Atlanta Outlet JV, LLC

In December 2016, CBL-TRS Joint Venture, LLC,2019, the Company sold four office buildings, located25% of its interest in Greensboro, NC,The Outlet Shoppes at Atlanta, in Woodstock, GA, to its existing joint venture partner for a gross sales pricetotal consideration of $26,000$ 20,778, including $ 11,440 of assumed debt. Following the sale, the Company and net proceedsits joint venture partner each own a 50% interest. In addition to the sale of approximately $25,406,its interest, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which $12,703 represents each partner's share.resulted in the Company deconsolidating this property. As a result of these transactions, the Company recognized a gain on investment/deconsolidation of $ 56,067, which was made up of a $ 12,939 gain on the sale of the Company’s 25% interest and a $ 43,128 gain related to adjusting the Company’s retained interest to fair value.

BI Development, LLC

In October 2019, the Company entered into a joint venture, BI Development, LLC, to acquire, redevelop and operate the vacant JC Penney parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. As of December 31, 2019, the Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

Bullseye, LLC

In September 2018, the Company entered into a joint venture, Bullseye, LLC, to develop a vacant land parcel adjacent to Hamilton Corner in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. The Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

El Paso Outlet Center Holding, LLC, and El Paso Outlet Outparcels, LLC

In August 2019, the Company sold 25% of its interest in The Outlet Shoppes at El Paso, in El Paso, TX, to its existing joint venture partner for total consideration of $ 27,750, including $ 18,525 of assumed debt. Following the sale, the Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property. As a result of these transactions, the Company recognized a gain on investment/deconsolidation of $ 11,174, which was made up of a $ 3,884 gain on the sale of the Company's 25% interest and a $ 7,290 gain related to adjusting the Company's retained interest to fair value.

G&I VIII CBL Triangle LLC

In July 2019, the lender foreclosed on the loan secured by Triangle Town Center. In September 2018, the Company had reduced its investment in the unconsolidated 90/10 joint venture to 0.

Hamilton Place Self Storage, LLC

In September 2019, the Company entered into a joint venture, Hamilton Place Self Storage, LLC, to develop a self-storage facility adjacent to Hamilton Place. The Company has a 54% share in the joint venture and recorded a $ 187 loss on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $ 7,002, a variable interest rate of LIBOR plus 2.75% and a maturity date of September 2024.


The Operating Partnership has guaranteed 100 % of the construction loan, but has a back-up guaranty from its joint venture partner for 50 % of the construction loan. See Note 15for more information.

Louisville Outlet Shoppes, LLC

In November 2019, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property.

Mall of South Carolina L.P.

In November 2019, the Company and its joint venture partner closed on construction loan to construct a new building adjacent to Coastal Grand that will include Dick’s Sporting Goods and Golf Galaxy. The construction loan has a total borrowing capacity of $ 7,959, a fixed interest rate of 5.05% and a maturity date of November 2024 ..

Parkdale Self Storage, LLC

In May 2019, the Company entered into a 50/50 joint venture, Parkdale Self Storage, LLC, to develop a self-storage facility adjacent to Parkdale Mall. The Company recorded gain on sale of real estate assets of $51, of which each partner's share was approximately $25. The Company's share of$ 433 related to land that it contributed to the gain is included in Equity in Earnings of Unconsolidated Affiliates in the consolidated statements of operations.

G&I VIII CBL Triangle LLC
In December 2016, G&I VIII CBL Triangle LLC, sold Triangle Town Place, an associated center located in Raleigh, NC, for a gross sales price of $30,250 and net proceeds of approximately $29,802. Net proceeds from the sale were used to retire the outstanding principal balance of the $29,342 loan secured by the Property. See Loan Repayments below for additional information on this loan.joint venture. The unconsolidated affiliate recognizedis a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $ 6,500, a variable interest rate that is the greater of 5.25% or LIBOR plus 2.80% and a maturity date of July 2024 .. The Operating Partnership has a joint and several guaranty with its joint venture partner. Therefore, the maximum guarantee is 100% of the loan. See Note 15for more information.

Vision-CBL Hamilton Place, LLC

In November 2018, the Company entered into a 50/50 joint venture, Vision-CBL Hamilton Place, LLC, to acquire, develop and operate an Aloft by Marriott hotel adjacent to Hamilton Place. In December 2019, the Company recorded a $ 1,381 gain on sale of real estate assets of $2,820, of which the Company's share was approximately $282 andrelated to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in Variable Interest Entities below. In October 2019, the unconsolidated affiliate closed on a construction loan with a borrowing capacity of $ 16,800, a variable interest rate of LIBOR plus 2.45% and a maturity date of November 2024 ..

2018 Activity - Unconsolidated Affiliates

CBL/T-C, LLC

In April 2018, the Company and its 50/50 joint venture partner's sharepartner closed on a $ 155,000 non-recourse loan secured by CoolSprings Galleria. The loan bears a fixed interest rate of 4.84% and matures on May 2028. Proceeds from the loan were used to retire an existing $ 97,732 loan, which had an interest rate of 6.98% at the repayment date and was $2,538.due to mature in June 2018. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.

Continental 425 Fund LLC

In December 2018, the gainCompany contributed land valued at $ 6,000 and cash of $ 7 in exchange for a 43.5% interest in Continental 425 Fund LLC. The land contributed is includedadjacent to The Pavilion at Port Orange, a community center located in Equity in Earnings of Unconsolidated AffiliatesPort Orange, FL, and is being used in the consolidated statementsdevelopment of operations.

an apartment complex. The unconsolidated affiliate is a variable interest entity. In conjunction with the formation of the joint venture, the joint venture closed on a construction loan with a total borrowing capacity of $ 36,990, a variable interest rate of LIBOR plus 2.35% and a maturity date of December 2021 .. In addition, there are two one-year extension options available at the joint venture’s election.

G&I VIII CBL Triangle LLC

In September 2018, G&I VIII CBL Triangle LLC isrecognized an impairment of $ 89,826 to write down Triangle Town Center's net book value of $ 123,453 to its estimated fair value of approximately $ 33,600. Management determined the fair


value using a 10/90discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of 10 years , with a sale occurring at the end of the holding period, a capitalization rate of 15% and a discount rate of 15% . The mall ha d experienced declining tenant sales over the past few years and wa s facing challenges from store closures. The Company recorded $ 1,022 as its share of the loss on impairment recognized by the unconsolidated joint venture, formedwhich reduced the carrying value of the Company's investment in the firstjoint venture to 0 in the third quarter of 2016, between2018.

Port Orange Town Center LLC, West Melbourne Town Center LLC and West Melbourne Holdings II, LLC

In May 2018, the $ 56,738 loan secured by The Pavilion at Port Orange, the $ 41,997 loan secured by Hammock Landing – Phase I and the $ 16,217 loan secured by Hammock Landing – Phase II were amended to extend the maturity date to February 2021. Each loan has two one-year extension options, available at the unconsolidated affiliate's election, for an outside maturity date of February 2023. The interest rate increased from a variable rate of LIBOR plus 2.0% to LIBOR plus 2.25%. The Operating Partnership's guaranty also increased to 50%.

Self-Storage at Mid Rivers, LLC

In April 2018, the Company and DRA Advisors, which acquired Triangle Town Center, Triangle Town Commons and Triangle Town Place from an existingentered into a 50/50 joint venture, Triangle Town MemberSelf-Storage at Mid Rivers, LLC, betweento develop a self-storage facility adjacent to Mid Rivers Mall. The Company recorded a $ 387 gain related to land that it contributed to the Company andjoint venture. The R.E. Jacobs Group for $174,000, including the assumption of the $171,092 loan, of which each selling partner's share was $85,546 as of the closing date. Triangle Town Member LLC recognizedunconsolidated affiliate is a gain on sale of real estate assets of $80,979 in connection with the sale of its interests to G&I VIII CBL Triangle LLC. Concurrentvariable interest entity. In conjunction with the formation of the new joint venture, the new entityunconsolidated affiliate closed on a modificationconstruction loan, with a borrowing capacity of $ 5,987, a variable interest rate of LIBOR plus 2.75% and restructuring of the $171,092 loan, of which the Company's share is $17,109. See information on the new loan under Financings below. The Company also made an equity contribution of $3,060 to the joint venture at closing. The Company continues to lease and manage the remaining Properties.

High Pointe Commons
In the third quarter of 2016, High Pointe Commons, LP and High Pointe Commons II-HAP, LP, two 50/50 subsidiaries of the Company, and their joint venture partner closed on the sale of High Pointe Commons, a community center located in Harrisburg, PA, for a gross sales price of $33,800 and net proceeds of $14,962, of which $7,481 represents each partner's share. The existing mortgages secured by the property, which had an aggregate balance of $17,388 at the time of closing, were paid off in conjunction with the sale. See Loan Repayments below for additional information on these loans. The unconsolidated affiliate recognized a gain on sale of real estate assets of $16,649, of which each partner's share was approximately $8,324. Additionally, the unconsolidated affiliates recorded a loss on extinguishment of debt of $393, of which each partner's share was approximately $197. The Company's share of the gain and share of the loss on extinguishment of debt is included in Equity in Earnings of Unconsolidated Affiliates in the consolidated statements of operations.
CBL-TRS Joint Venture II, LLC
In the second quarter of 2016, CBL-TRS Joint Venture II, LLC, sold Renaissance Center, a community center located in Durham, NC, for a gross sales price of $129,200 and net proceeds of $80,324, of which $40,162 represents each partner's share. In conjunction with the sale, the buyer assumed the $16,000 loan secured by the Property's second phase. The loan secured by the first phase, which had a principal balance of $31,484 as of closing, was retired. See Loan Repayments below for additional information on this loan. The unconsolidated affiliate recognized a gain on sale of real estate assets of $59,977, of which each partner's share was approximately $29,989. The Company's share of the gain is included in Equity in Earnings of Unconsolidated Affiliates in the consolidated statements of operations.
JG Gulf Coast Town Center LLC - Phases I and II
In the second quarter of 2016, the foreclosure process was completed and the mortgage lender received title to the mall in satisfaction of the non-recourse mortgage loan secured by Phases I and II of Gulf Coast Town Center in Ft. Myers, FL. Gulf Coast Town Center generated insufficient cash flow to cover the debt service on the mortgage, which had a balance of $190,800 (of which the Company's 50% share was $95,400) and a contractual maturity date of July 2017. April 2023.

2017 Activity - Unconsolidated Affiliates

Ambassador Infrastructure, LLC

In August 2019, the third quarterunconsolidated affiliate amended and modified the existing $ 11,035 loan to extend the maturity date to August 2020. The Operating Partnership has guaranteed 100% of 2015, the lenderloan. The loan carries a variable interest rate of LIBOR plus 2.0%, but the unconsolidated affiliate has an interest rate swap on the loan began receiving the net operating cash flowsnotional amount of the property each month in lieu of scheduled monthly mortgage payments. The joint venture recognized a gain on extinguishment of debt of $63,294 uponloan, amortizing to $ 9,360 over the disposition of Gulf Coast. The Company recognized a gain on the net investment in Gulf Coast of $29,267 upon the dispositionterm of the Property, which is included in Equity in Earnings of Unconsolidated Affiliates inswap, to effectively fix the consolidated statements of operations.



River Ridge Mall JV,interest rate at 3.74%.

EastGate Storage, LLC

In the first quarter of 2016,November 2017, the Company entered into a 25/7550/50 joint venture, EastGate Storage, LLC with an unaffiliated partner to develop a self-storage facility adjacent to EastGate Mall. The Company contributed land with a fair value of $ 1,134 and the partner is equalizing through cash contributions. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of $ 6,500, a variable interest rate of LIBOR plus 2.75% and a maturity date of December 2022. The loan is interest only through November 2020. The self-storage facility opened in September 2018.

River Ridge Mall JV, LLC

The Company sold its 25% interest in River Ridge Mall JV, LLC ("River Ridge") with an unaffiliated partner. The Company contributed River Ridge Mall, locatedto its joint venture partner for $ 9,000 in Lynchburg, VA, to River Ridgecash and the partner contributed $33,500 of cash and an anchor parcel at River Ridge Mall that it already owned having a value of $7,000. The $33,500 of cash was distributed to the Company and, after closing costs, $32,819 was used to reduce outstanding balances on its lines of credit. Following the initial formation, all required future contributions will be funded on a pro rata basis.

The Company has accounted for the formation of River Ridge as the sale of a partial interest and recorded a $ 5,843 loss on impairment of $9,594 in 2016, which includes a reserve of $2,100 for future capital expenditures. See Note 4 and Note 15 for more information. The Company continues to manage and lease the mall. The Company has the right to require its 75% partner to purchase its 25% interest in River Ridge if the Company ceases to manage the Property at the partner's election.
Other
An unconsolidated affiliate recognized a gain on sale of real estate assets of $501investment related to the sale of its interest and recorded an outparcel, of which each partner's share was approximately $251.additional $ 354 loss on investment upon the sale closing in August 2017. The Company's share of the gainloss on investment is included in Equity in Earnings of Unconsolidated Affiliatesgain on investments in the consolidated statements of operations. The Company's property management agreement with River Ridge Mall JV, LLC ended September 30, 2017.

Shoppes at Eagle Point, LLC

The Company formed a 50/50 unconsolidated joint venture, Shoppes at Eagle Point, LLC, to develop, own and operate a community center located in Cookeville, TN. The partners contributed aggregate initial equity of $ 1,031. In October 2017, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of $ 36,400, a variable interest rate of LIBOR plus 2.75% and a maturity date of October 2020. The loan has one two-year extension option available at the unconsolidated affiliate's election, subject to compliance with the terms of the loan. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once certain debt and operational metrics are met. In the third quarter of 2017, the land was acquired and construction began. The community center opened in November 2018.

JG Gulf Coast Town Center LLC - Phase III

In July 2017, the Company loaned the unconsolidated affiliate the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, the Company entered into an assignment and assumption


agreement with the Company's partner in the JG Gulf Coast Town Center LLC joint venture. Under the terms of the agreement, the Company was assigned the rights and assumed the obligations of its joint venture partner with respect to its 50% interest in Gulf Coast Town Center - Phase III, a community center located in Ft. Meyers, FL. See Note 5for more information. The intercompany loan was eliminated in consolidation as of December 31, 2017 since the Property became whollyowned by the Company. The property was sold in March 2018. See Note 6for details.

Condensed Combined Financial Statements - Unconsolidated Affiliates

Condensed combined financial statement information of the unconsolidated affiliates is as follows:

 

 

December 31,

 

 

 

2019

 

 

2018

 

ASSETS:

 

 

 

 

 

 

 

 

Investment in real estate assets

 

$

2,293,438

 

 

$

2,097,088

 

Accumulated depreciation

 

 

( 803,909

)

 

 

( 674,275

)

 

 

 

1,489,529

 

 

 

1,422,813

 

Developments in progress

 

 

46,503

 

 

 

12,569

 

Net investment in real estate assets

 

 

1,536,032

 

 

 

1,435,382

 

Other assets

 

 

154,427

 

 

 

188,521

 

Total assets

 

$

1,690,459

 

 

$

1,623,903

 

LIABILITIES:

 

 

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

1,417,644

 

 

$

1,319,949

 

Other liabilities

 

 

41,007

 

 

 

39,777

 

Total liabilities

 

 

1,458,651

 

 

 

1,359,726

 

OWNERS' EQUITY:

 

 

 

 

 

 

 

 

The Company

 

 

149,376

 

 

 

191,050

 

Other investors

 

 

82,432

 

 

 

73,127

 

Total owners' equity

 

 

231,808

 

 

 

264,177

 

Total liabilities and owners’ equity

 

$

1,690,459

 

 

$

1,623,903

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Total revenues

 

$

221,512

 

 

$

225,073

 

 

$

236,607

 

Depreciation and amortization

 

 

( 87,193

)

 

 

( 78,174

)

 

 

( 80,102

)

Other operating expenses

 

 

( 67,784

)

 

 

( 72,056

)

 

 

( 71,293

)

Interest and other income

 

 

1,555

 

 

 

1,415

 

 

 

1,671

 

Interest expense

 

 

( 55,727

)

 

 

( 52,803

)

 

 

( 51,843

)

Gain on extinguishment of debt

 

 

83,635

 

 

 

 

 

 

 

Loss on impairment

 

 

 

 

 

( 89,826

)

 

 

 

Gain on sales of real estate assets

 

 

630

 

 

 

3,056

 

 

 

555

 

Net income (loss) (1)

 

$

96,628

 

 

$

( 63,315

)

 

$

35,595

 

 December 31,
 2016 2015
ASSETS:   
Investment in real estate assets$2,137,666
 $2,357,902
Accumulated depreciation(564,612) (677,448)
 1,573,054
 1,680,454
Developments in progress9,210
 59,592
  Net investment in real estate assets1,582,264
 1,740,046
Other assets223,347
 168,540
    Total assets$1,805,611
 $1,908,586
    
LIABILITIES:   
Mortgage and other indebtedness$1,266,046
 $1,546,272
Other liabilities46,160
 51,357
    Total liabilities1,312,206
 1,597,629
    
OWNERS' EQUITY:   
The Company228,313
 184,868
Other investors265,092
 126,089
  Total owners' equity493,405
 310,957
    Total liabilities and owners’ equity$1,805,611
 $1,908,586

 Year Ended December 31,
 2016 2015 2014
Total revenues$250,361
 $253,399
 $250,248
Depreciation and amortization(83,640) (79,870) (79,059)
Other operating expenses(76,328) (75,875) (73,218)
Income from operations90,393
 97,654
 97,971
Interest and other income1,352
 1,337
 1,358
Interest expense(55,227) (75,485) (74,754)
Gain on extinguishment of debt62,901
 
 
Gain on sales of real estate assets160,977
 2,551
 1,697
Net income$260,396
 $26,057
 $26,272


Financings - Unconsolidated Affiliates
2016 Financings
The following table presents the loan activity of the Company's unconsolidated affiliates in 2016:
Date Property 
Stated
Interest
Rate
 
Maturity
Date (1)
 
Amount
Financed
or Extended
 
December 
The Shops at Friendly Center (2)
 3.34% April 2023 $60,000
 
June 
Fremaux Town Center (3)
 3.70%
(4) 
June 2026 73,000
 
June 
Ambassador Town Center (5)
 3.22%
(6) 
June 2023 47,660
 
February 
The Pavilion at Port Orange (7)
 LIBOR + 2.0% February 2018
(8) 
58,628
 
February 
Hammock Landing - Phase I (7)
 LIBOR + 2.0% February 2018
(8) 
43,347
(9) 
February 
Hammock Landing - Phase II (7)
 LIBOR + 2.0% February 2018
(8) 
16,757
 
February 
Triangle Town Center, Triangle Town Place, Triangle Town Commons (10)
 4.00%
(11) 
December 2018
(12) 
171,092
 

(1)

(1)

The Company's pro rata share of net income (loss) is $ 4,940, $ 14,677 and $ 22,939 for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations.

Excludes any extension options.

(2)CBL-TRS Joint Venture, LLC closed on a non-recourse loan, secured by The Shops at Friendly Center in Greensboro, NC. The new loan has a maturity date with a term of six years to coincide with the maturity date of the existing loan secured by Friendly Center. A portion of the net proceeds were used to retire a $37,640 fixed-rate loan that bore interest at 5.90% and was due to mature in January 2017.
(3)Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.
(4)The joint venture had an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on the variable-rate loan. In October 2016, the joint venture made an election under the loan agreement to convert the loan from a variable-rate to a fixed-rate loan which bears interest at 3.70%.
(5)The non-recourse loan was used to retire an existing construction loan with a principal balance of $41,885 and excess proceeds were utilized to fund remaining construction costs.
(6)The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on the variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.
(7)
The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See Note 14 for more information.
(8)The loan was modified and extended to February 2018 with a one-year extension option, at the joint venture's election, to February 2019.
(9)The capacity was increased from $39,475 to fund an expansion.
(10)The loan was amended and modified in conjunction with the sale of the Properties to a newly formed joint venture as described above.
(11)The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.
(12)The loan was extended to December 2018 with two one-year extension options to December 2020. Under the terms of the loan agreement, the joint venture must pay the lender $5,000 to reduce the principal balance of the loan and an extension fee of 0.50% of the remaining outstanding loan balance if it exercises the first extension. If the joint venture elects to exercise the second extension, it must pay the lender $8,000 to reduce the principal balance of the loan and an extension fee of 0.75% of the remaining outstanding principal loan balance. Additionally, the interest rate would increase to 5.74% during the extension period.
2015 Financings
The following table presents the loan activity of the Company's unconsolidated affiliates in 2015:
Date Property 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount
Financed
or Extended
December 
Hammock Landing - Phase I (2)
 LIBOR + 2.0% February 2016
(3) 
$39,475
December 
Hammock Landing - Phase II (2)
 LIBOR + 2.0% February 2016
(3) 
16,757
December 
The Pavilion at Port Orange (2)
 LIBOR + 2.0% February 2016
(3) 
58,820
October 
Oak Park Mall (4)
 3.97% October 2025 276,000
July 
Gulf Coast Town Center - Phase III (5)
 LIBOR + 2.0% July 2017 5,352
(1)Excludes any extension options.
(2)The loan was amended and modified to extend its initial maturity date and interest rate.
(3)In the first quarter of 2016, the loan was extended and modified as noted above.
(4)CBL/T-C closed on a non-recourse loan, secured by Oak Park Mall in Overland Park, KS. Net proceeds were used to retire the outstanding borrowings of $275,700 under the previous loan which bore interest at 5.85% and had a December 2015 maturity date.
(5)The loan was amended and modified to extend its maturity date. As part of the refinancing agreement, the loan is no longer guaranteed by the Operating Partnership.


All of the debt on the Properties owned by the unconsolidated affiliates listed above is non-recourse, except for Ambassador Infrastructure, Hammock Landing and The Pavilion at Port Orange.

See Note 1415for a description of guarantees the Operating Partnership has issued related to certain unconsolidated affiliates.

2016 Loan Repayments
The Company'sthe unconsolidated affiliates retired the following loans, secured by the related unconsolidated Properties, in 2016:
Date Property 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
December 
The Shops at Friendly Center (1)
 5.90% January 2017 $37,640
December 
Triangle Town Place (2)
 4.00% December 2018 29,342
September 
Governor's Square Mall (3)
 8.23% September 2016 14,089
September 
High Pointe Commons - Phase I (4)
 5.74% May 2017 12,401
September 
High Pointe Commons - PetCo (4)
 3.20% July 2017 19
September 
High Pointe Commons - Phase II (4)
 6.10% July 2017 4,968
July 
Kentucky Oaks Mall (5)
 5.27% January 2017 19,912
April Renaissance Center - Phase I 5.61% July 2016 31,484
(1)The loan secured by the Property was retired using a portion of the net proceeds from a $60,000 fixed-rate loan. See above for more information.
(2)Upon the sale of Triangle Town Place, a portion of the net proceeds was used to pay down the balance of a loan for the portion secured by Triangle Town Place. After the debt reduction associated with the sale of Triangle Town Center, the principal balance of the loan secured by Triangle Town Center and Triangle Town Commons as of December 31, 2016 is $141,126, of which the Company's share is $14,113.
(3)The Company's share of the loan was $6,692.
(4)The loan secured by the Property was paid off using proceeds from the sale of the Property in September 2016. See above for more information. The Company's share of the loan was 50%.
(5)The Company's share of the loan was $9,956.

The Company's unconsolidated affiliates retired the following construction loans, secured by the related unconsolidated Properties, in 2016:
Date Property 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
June 
Fremaux Town Center - Phase I (1)
 2.44% August 2016 $40,530
June 
Fremaux Town Center - Phase II (1)
 2.44% August 2016 30,595
June 
Ambassador Town Center (2)
 2.24% December 2017 41,885
(1)
The construction loan was retired using a portion of the net proceeds from a $73,000 fixed-rate non-recourse mortgage loan. See Financings above for more information.
(2)
The construction loan was retired using a portion of the net proceeds from a $47,660 fixed-rate non-recourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See Financings above for more information.

Cost Method Investment
The Company owned a 6.2% noncontrolling interest in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, which owned controlling interests in home furnishing shopping malls. In November 2016, the Company received $15,538 from Jinsheng for the redemption of its interest that had a carrying value of $5,325 and recorded a gain on investment of $10,136. The Company had previously recorded an other-than-temporary impairment of $5,306 related to this investment in 2009 upon the decline of China's real estate market. The Company accounted for its noncontrolling interest in Jinsheng using the cost method because the Company did not exercise significant influence over Jinsheng and there was no readily determinable market value of Jinsheng’s shares since they are not publicly traded. The noncontrolling interest was reflected as Investments in Unconsolidated Affiliates in the consolidated balance sheets as of December 31, 2015.


listed below.

NOTE 6.8. MORTGAGE AND OTHER INDEBTEDNESS, NET

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries that it has a direct or indirect ownership interest in is the borrower on all of the Company's debt.

CBL is a limited guarantor of the Senior Unsecured Notes, issued by the Operating Partnership in November 2013, October 2014 and December 2016, respectively,as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its unsecuredsecured line of credit facilities and three unsecuredsecured term loansloan as of December 31, 2016.2019.


Debt of the Operating Partnership

Mortgage and other indebtedness, net, consisted of the following:

 

 

December 31, 2019

 

 

December 31, 2018

 

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

 

Amount

 

 

Weighted-

Average

Interest

Rate (1)

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse loans on operating Properties

 

$

1,330,561

 

 

 

5.27

%

 

$

1,783,097

 

 

 

5.33

%

Senior unsecured notes due 2023 (2)

 

 

447,894

 

 

 

5.25

%

 

 

447,423

 

 

 

5.25

%

Senior unsecured notes due 2024 (3)

 

 

299,960

 

 

 

4.60

%

 

 

299,953

 

 

 

4.60

%

Senior unsecured notes due 2026 (4)

 

 

617,473

 

 

 

5.95

%

 

 

616,635

 

 

 

5.95

%

Total fixed-rate debt

 

 

2,695,888

 

 

 

5.35

%

 

 

3,147,108

 

 

 

5.37

%

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recourse loan on operating Property

 

 

41,950

 

 

 

4.34

%

 

 

68,607

 

 

 

4.97

%

Construction loan

 

 

29,400

 

 

 

4.60

%

 

 

8,172

 

 

 

5.25

%

Secured line of credit

 

 

310,925

 

 

 

3.94

%

 

 

 

 

 

 

Unsecured lines of credit

 

 

 

 

 

 

 

 

183,972

 

 

 

3.90

%

Secured term loan

 

 

465,000

 

 

 

3.94

%

 

 

 

 

 

 

Unsecured term loans

 

 

 

 

 

 

 

 

695,000

 

 

 

4.21

%

Total variable-rate debt

 

 

847,275

 

 

 

3.98

%

 

 

955,751

 

 

 

4.21

%

Total fixed-rate and variable-rate debt

 

 

3,543,163

 

 

 

5.02

%

 

 

4,102,859

 

 

 

5.10

%

Unamortized deferred financing costs

 

 

( 16,148

)

 

 

 

 

 

 

( 15,963

)

 

 

 

 

Liabilities related to assets held for sale (5)

 

 

 

 

 

 

 

 

 

( 43,716

)

 

 

 

 

Total mortgage and other indebtedness, net

 

$

3,527,015

 

 

 

 

 

 

$

4,043,180

 

 

 

 

 

 December 31, 2016 December 31, 2015
 Amount 
Weighted
Average
Interest
Rate (1)
 Amount 
Weighted
Average
Interest
Rate (1)
Fixed-rate debt:       
   Non-recourse loans on operating Properties (2)
$2,453,628
 5.55% $2,736,538
 5.68%
Senior unsecured notes due 2023 (3)
446,552
 5.25% 446,151
 5.25%
Senior unsecured notes due 2024 (4)
299,939
 4.60% 299,933
 4.60%
Senior unsecured notes due 2026 (5)
394,260
 5.95% 
 —%
Other
 —% 2,686
 3.50%
Total fixed-rate debt3,594,379
 5.48% 3,485,308
 5.53%
Variable-rate debt: 
    
  
Non-recourse term loans on operating Properties19,055
 3.13% 16,840
 2.49%
Recourse term loans on operating Properties24,428
 3.29% 25,635
 2.97%
Construction loan (6)
39,263
 3.12% 
 —%
Unsecured lines of credit (7)
6,024
 1.82% 398,904
 1.54%
Unsecured term loans (8)
800,000
 2.04% 800,000
 1.82%
Total variable-rate debt888,770
 2.15% 1,241,379
 1.76%
Total fixed-rate and variable-rate debt4,483,149
 4.82% 4,726,687
 4.54%
Unamortized deferred financing costs(17,855)   (16,059)  
Total mortgage and other indebtedness, net$4,465,294
   $4,710,628
  
(1)

(1)

Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2)

(2)The Operating Partnership had four interest rate swaps on notional amounts totaling $101,151 as of December 31, 2015 related to four variable-rate loans on operating Properties to effectively fix the interest rates on the respective loans.  Therefore, these amounts were reflected in fixed-rate debt at December 31, 2015. The swaps matured April 1, 2016.
(3)

The balance is net of an unamortized discount of $3,448$ 2,106 and $3,849,$ 2,577, as of December 31, 20162019 and 2015,2018, respectively.

(3)

(4)

The balance is net of an unamortized discount of $61$ 40 and $67,$ 47, as of December 31, 20162019 and 2015,2018, respectively.

(4)

(5)In December 2016, the Operating Partnership issued $400,000 of senior unsecured notes in a public offering.

The balance is net of an unamortized discount of $5,740$ 7,527 and $ 8,365 as of December 31, 2016.2019 and 2018, respectively.

( 5 )

(6)In

Represents a non-recourse mortgage loan secured by Cary Towne Center that is classified on the second quarter of 2016, a consolidated joint venture closed on a construction loanbalance sheet as liabilities related to assets held for the development ofsale. The Outlet Shoppes at Laredo.mall was sold in January 2019. See belowNote 6 for more information.

(7)The Company extended and modified its three unsecured credit facilities in October 2015. See below for additional information.
(8)The Company closed on a new $350,000 unsecured term loan in October 2015. See below for further information.

Non-recourse andterm loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $2,655,928$ 2,639,827 at December 31, 2016.



2019.

Senior Unsecured Notes

Description

 

Issued (1)

 

Amount

 

 

Interest

Rate (2)

 

 

Maturity

Date (3)

2023 Notes

 

November 2013

 

$

450,000

 

 

 

5.25

%

 

December 2023

2024 Notes

 

October 2014

 

 

300,000

 

 

 

4.60

%

 

October 2024

2026 Notes

 

December 2016 / September 2017

 

 

625,000

 

 

 

5.95

%

 

December 2026

Description 
Issued (1)
 Amount 
Interest Rate (2)
 
Maturity Date (3)
2026 Notes December 2016 $400,000
 5.95% December 2026
2024 Notes October 2014 300,000
 4.60% October 2024
2023 Notes November 2013 450,000
 5.25% December 2023

(1)

(1)

Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

(2)

(2)

Interest is payable semiannually in arrears. Interest was payableThe interest rate for the 2026 Notes, the 2024 Notes and the 2023 Notes beginning June 15, 2017; April 15, 2015; and June 1, 2014, respectively. The interest rate for the 2024 Note and the 2023 Notes iswas subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, iswas greater than 40% but less than 45% for the 2023 and 2024 Notes.. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of December 31, 2016,2019, this ratio was 30% as shown below.32%.

(3)

(3)

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 daysdays' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026;2026, July 15, 2024;2024, and September 1, 2023 , respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the redemption date, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

After deducting underwriting and other offering expenses of $3,671 and a discount of $5,740, the net proceeds from the sale of the 2026 Notes were $390,589. The Operating Partnership used the net proceeds from the issuance of the 2026 Notes to reduce the outstanding balances on its unsecured credit facilities and for general business purposes.
Unsecured Lines of

Senior Secured Credit

The Company has three unsecured credit facilities that are used for retirement of secured loans, repayment of term loans, working capital, construction and acquisition purposes, and issuances of letters of credit. Facility

In the fourth quarter of 2015,January 2019, the Company closed on the extension and modification of its three unsecuredentered into a new $ 1,185,000 senior secured credit facilities. The $1,100,000 of total capacity consists of two $500,000 credit facilities andfacility, which includes a $100,000 credit facility.

Each facility bears interest at LIBOR plus a spread of 87.5 to 155 basis points based on the Company's credit ratings. The former credit facilities bore interest at LIBOR plus a spread of 100 to 175 basis points based on the Company's credit ratings. Additionally, the annual facility fee for the aggregate $1,100,000 facility was reduced to a range of 0.125% to 0.300%, based on the Company's credit ratings. The annual facility fee on the former credit facilities ranged from 0.15% to 0.35% of the total capacity of each facility.
As of December 31, 2016, the Company's interest rate, based on its credit ratings of Baa3 from Moody's and BBB- from S&P and Fitch, is LIBOR plus 120 basis points. As of December 31, 2016, the annual facility fee was 0.25%. The three unsecured lines of credit had a weighted-average interest rate of 1.82% at December 31, 2016.
The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 2016:
 
Total
Capacity
 
Total
Outstanding
 
Maturity
Date
 
Extended
Maturity
Date
 
Wells Fargo - Facility A$500,000
 $
(1) 
October 2019 October 2020
(2) 
First Tennessee100,000
 1,400
(3) 
October 2019 October 2020
(4) 
Wells Fargo - Facility B500,000
 4,624
(5) 
October 2020   
 $1,100,000
 $6,024
     
(1)There was $150 outstanding on this facility as of December 31, 2016 for letters of credit.  Up to $30,000 of the capacity on this facility can be used for letters of credit.
(2)The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility.
(3)Up to $20,000 of the capacity on this facility can be used for letters of credit.
(4)The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility.
(5)There was an additional $123 outstanding on this facility as of December 31, 2016 for letters of credit.  Up to $30,000 of the capacity on this facility can be used for letters of credit.


Unsecured Term Loans
In October 2015, the Company closed on a $350,000 unsecured term loan. Net proceeds from thefully funded $ 500,000 term loan were used to reduce outstanding balances on the Company's credit facilities. The term loan bears interest at LIBOR plusand a spread of 90 to 175 basis points based on the Company's credit ratings. Based on the Company's current credit ratings, the term loan bears interest at LIBOR plus 135 basis points. The loan matures in October 2017 and has two one-year extension options for an outside maturity date of October 2019. At December 31, 2016, the outstanding borrowings of $350,000 had an interest rate of 1.94%.
The Company has a $400,000 unsecured term loan, that bears interest at a variable-rate of LIBOR plus 150 basis points, based on the Company's current credit ratings, and has a maturity date of July 2018. At December 31, 2016, the outstanding borrowings of $400,000 had an interest rate of 2.12%.
The Company also has a $50,000 unsecured term loan that matures in February 2018. In the first quarter of 2015, the Company modified the terms of the term loan to reduce the variable interest rate from LIBOR plus 190 basis points to LIBOR plus 155 basis points. At December 31, 2016, the outstanding borrowings of $50,000 had a weighted-average interest rate of 2.17%.
Other
In the first quarter of 2016, a consolidated joint venture of the Management Company retired a term loan with a principal balance of $2,625 that bore interest at a fixed rate of 3.5% and was scheduled to mature in May 2017. Additionally, the subsidiary of the Management Company also retired a $3,500 revolving line of credit obtained that borewith a borrowing capacity of $ 685,000. The facility replaced all of


the Company's prior unsecured bank facilities, which included 3 unsecured term loans with an aggregate balance of $ 695,000 and 3 unsecured revolving lines of credit with an aggregate capacity of $ 1,100,000 . At closing, the Company utilized the line of credit to reduce the principal balance of the unsecured term loan from $ 695,000 to $ 500,000 . The facility matures in July 2023 and bears interest at a variable rate of LIBOR plus 249 basis points2.25%. The facility had an interest rate of 3.94 % at December 31, 2019. The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25 % to 0.35 %, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $ 35,000 per year in quarterly installments. At December 31, 2019, the secured line of credit had an outstanding balance of $ 310,925 and was scheduledthe secured term loan had an outstanding balance of $ 465,000 .

The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional 5 malls, 2 associated centers and 4 mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to matureas the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered into a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

Each of the Combined Guarantor Subsidiaries meet the criteria in June 2017. AtRule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the timenotes to the Operating Partnership's consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of retirement,including the revolver had no amount outstanding.

consolidating financial information in the notes to its consolidated financial statements. These combined financial statements and notes are presented as an exhibit to this annual report on Form 10-K for ease of reference.

Fixed-Rate Debt

As of December 31, 2016,2019, fixed-rate loans on operating Properties bear interest at stated rates ranging from 4.00%4.36% to 8.00%6.50%. Outstanding borrowings under fixed-rate loans include net unamortized debt premiums of $2,119 that were recorded when the Company assumed debt to acquire real estate assets that was at a net above-market interest rate compared to similar debt instruments at the date of acquisition. Fixed-rate loans on operating Properties generally provide for monthly payments of principal and/or interest and mature at various dates through June 2026, with a weighted-average maturity of 3.72.1 years.

2019 Financings

In April 2019, the loan secured by Volusia Mall was refinanced to increase the principal balance to $ 50,000. In addition, the maturity date was extended to May 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the new loan were used to retire the $ 41,000 existing loan and a portion of the loan secured by Honey Creek Mall, as described below.

In May 2019, the Company exercised an option to extend the loan secured by The Outlet Shoppes at Laredo to May 2021. In conjunction with the amendment, a payment of $ 10,800 was made to reduce the outstanding balance of the loan to $ 43,000. The noncontrolling interest partner in the joint venture funded its 35% share of the $10,800 payment.

2018 Financings

The following table presents the fixed-rate loans secured by the related consolidated Properties that were entered into in 2016 and 2015:2018:

Date

 

Property

 

Stated

Interest

Rate

 

 

Maturity

Date

 

Amount

Financed or

Extended

 

August

 

Hickory Point Mall (1)

 

 

5.85

%

 

December 2019

 

$

27,446

 

September

 

The Outlet Shoppes at El Paso (2)

 

 

5.10

%

 

October 2028

 

 

75,000

 

 

 

 

 

 

 

 

 

 

 

$

102,446

 

Date 
Property 
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount
Financed or
Extended
2016:        
December 
Cary Towne Center (2)
 4.00% March 2019
(3) 
$46,716
December 
Greenbrier Mall (4)
 5.00% December 2019
(5) 
70,801
June 
Hamilton Place (6)
 4.36% June 2026 107,000
April 
Hickory Point Mall (7)
 5.85% December 2018
(8) 
27,446
         
2015:        
September 
The Outlet Shoppes at Gettysburg (9)
 4.80% October 2025 $38,450

(1)

The Company exercised the extension option under the mortgage loan.

(2)

The Company owned the property in a 75/25 consolidated joint venture. A portion of the proceeds from the non-recourse loan was used to retire a recourse loan secured by Phase II of The Outlet Shoppes at El Paso as described below.


(1)Excludes any extension options.
(2)

The loan was restructured to extend the maturity date and reduce the interest rate from 8.5% to 4.0% interest-only payments. The Company plans to utilize excess cash flows from the mall to fund a proposed redevelopment. The original maturity date is contingent on the Company's redevelopment plans.

(3)
The loan has onetwo-year extension option, which is at the Company's option and contingent on the Company having met specified redevelopment criteria, for an outside maturity date of March 2021.
(4)
The loan was restructured, with an effective date of November 2016, to extend the maturity date and reduce the interest rate from 5.91% to 5.00% interest-only payments through December 2017. The interest rate will increase to 5.4075% on January 1, 2018 and thereafter require monthly principal payments of $225 and $300 in 2018 and 2019, respectively, in addition to interest.
(5)
The loan has a one-year extension option, at the Company's election, which is contingent on the mall meeting specified debt service and operational metrics. If the loan is extended, monthly principal payments of $325 will be required in 2020 in addition to interest.
(6)Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.
(7)The loan was modified to extend the maturity date. The interest rate remains at 5.85% but the loan is now interest-only.
(8)The loan has a one-year extension option at the Company's election for an outside maturity date of December 2019.
(9)Proceeds from the non-recourse loan were used to retire a $38,112 fixed-rate loan that was due to mature in February 2016.


Loan Repayments

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 20162019 and 2015:2018:

Date

 

Property

 

Interest

Rate at

Repayment Date

 

 

Scheduled

Maturity Date

 

Principal

Balance

Repaid (1)

 

2019:

 

 

 

 

 

 

 

 

 

 

 

 

April

 

Honey Creek Mall (2)

 

8.00%

 

 

July 2019

 

$

23,539

 

December

 

The Terrace

 

7.25%

 

 

June 2020

 

 

11,931

 

 

 

 

 

 

 

 

 

 

 

$

35,470

 

2018:

 

 

 

 

 

 

 

 

 

 

 

 

January

 

Kirkwood Mall

 

5.75%

 

 

April 2018

 

$

37,295

 

Date Property 
Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid (1)
2016:        
October Southaven Towne Center 5.50% January 2017 $38,314
August Dakota Square Mall 6.23% November 2016 55,103
June 
Hamilton Place (2)
 5.86% August 2016 98,181
April CoolSprings Crossing 4.54% April 2016 11,313
April Gunbarrel Pointe 4.64% April 2016 10,083
April Stroud Mall 4.59% April 2016 30,276
April York Galleria 4.55% April 2016 48,337
         
2015:        
September 
The Outlet Shoppes at Gettysburg (3)
 5.87% February 2016 $38,112
September Eastland Mall 5.85% December 2015 59,400
July Brookfield Square 5.08% November 2015 86,621
July CherryVale Mall 5.00% October 2015 77,198
July East Towne Mall 5.00% November 2015 65,856
July West Towne Mall 5.00% November 2015 93,021
May Imperial Valley Mall 4.99% September 2015 49,486
(1)

(1)

The Company retired the loans with borrowings from its credit facilities unless otherwise noted.

(2)

(2)

The joint ventureCompany retired the loan withusing proceeds from a $107,000 fixed-rate non-recourse loan. See above for more information.

(3)The joint venture retiredthe refinancing of the loan withsecured by Volusia Mall as well as proceeds from a $38,450 fixed-rate non-recourse loan.the sale of Honey Creek Mall.

Additionally, the $38,150 loan secured by Fashion Square was assumed by the buyer in conjunction with the sale

Dispositions

The following is a summary of the mall in July 2016. TheCompany's dispositions for which the fixed-rate loan bore interest at 4.95% and had a maturity date of June 2022.

Subsequent to December 31, 2016, the Company retired several fixed-rate operating Property loans. See Note 19 for more information.
Other

The fixed-rate non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center are in default and in receivership at December 31, 2016. The malls generate insufficient income levels to cover the debt service on the mortgages, which had an aggregate balance of $189,642 at December 31, 2016. Subsequent to December 31, 2016, the foreclosure process was complete and Midland Mall was conveyed to the lender in satisfaction of the non-recourse debt secured by the mall. See Note 19 for additional information. The Company anticipates foreclosure proceedings will be complete in early 2017 on the remaining malls.
Variable-Rate Debt
Term loans for the Company’s operating Properties bear interest at variable interest rates indexed to the LIBOR rate. At December 31, 2016, interest rates on such variable-rate loans varied from 2.57% to 5.03%. These loans mature at various dates from June 2017 to July 2020, with a weighted-average maturity of 1.9 years, and have extension options of up to two years.
Financing
The following table presents the variable-rate loan secured by the related consolidated Property, thatmall was entered intoextinguished:

Sale/Transfer Date

 

Property

 

Interest

Rate at

Repayment

Date

 

 

Scheduled

Maturity Date

 

Balance of

Non-recourse

Debt

 

 

Gain on

Extinguishment

of Debt

 

2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January

 

Acadiana Mall (1)

 

5.67%

 

 

April 2017

 

$

119,760

 

 

$

61,795

 

January

 

Cary Towne Center (2)

 

4.00%

 

 

June 2018

 

 

43,716

 

 

 

9,927

 

 

 

 

 

 

 

 

 

 

 

$

163,476

 

 

$

71,722

 

(1)

The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the Property.

(2)

The Company sold the mall for $ 31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.

Variable-Rate Debt

The recourse loan secured by The Outlet Shoppes at Laredo bears interest at a variable interest rate indexed to LIBOR. At December 31, 2019, the interest rate was 4.34%. This loan matures in 2016:

Date Property 
Stated
Interest
Rate
 Maturity Date 
Amount
Extended
June 
Statesboro Crossing (1)
 LIBOR + 1.80% June 2017
(2) 
$11,035
(1)The loan was modified to extend the maturity date.
(2)The loan has a one-year extension option at the joint venture's election for an outside maturity date of June 2018.


Construction Loans
Financings
May 2021.

Loan Repayments

The Company repaid the following table presents the constructionvariable-rate loans, secured by the related consolidated Properties, that were entered intoproperties in 2016 and 2015:2018:

Date

 

Property

 

Interest

Rate at

Repayment

Date

 

 

Scheduled

Maturity Date

 

Principal

Balance

Repaid (1)

 

August

 

Statesboro Crossing (2)

 

4.24%

 

 

June 2019

 

$

10,753

 

September

 

The Outlet Shoppes at El Paso - Phase II (3)

 

4.73%

 

 

December 2018

 

 

6,525

 

 

 

 

 

 

 

 

 

 

 

$

17,278

 

Date Property 
Stated
Interest
Rate
 Maturity Date 
Amount
Financed
2016:        
May 
The Outlet Shoppes at Laredo (1)
 LIBOR + 2.5%
(2) 
May 2019
(3) 
$91,300
         
2015:        
July 
The Outlet Shoppes of the Bluegrass - Phase II (4)
 LIBOR + 2.50% July 2020 $11,320
May 
The Outlet Shoppes at Atlanta - Phase II (5)
 LIBOR + 2.50% December 2019 6,200

(1)

The Company retired the loans with borrowings from its credit facilities unless otherwise noted.

(1)

(2)

The consolidated 65/35loan was retired in conjunction with the sale of the property that secured the loan. See Note 6for more information.

(3)

The loan secured by the Property was retired when the joint venture closed on a constructionnew fixed-rate loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.September 2018 as described above.

(2)The interest rate will be reduced to LIBOR + 2.25% once the development is complete and certain debt and operational metrics are met.
(3)The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.
(4)The Operating Partnership has guaranteed 100% of the loan of this 65/35 joint venture. Although construction is complete, certain debt and operational metrics must be met before the guaranty terminates. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.
(5)The Operating Partnership has guaranteed 100% of the loan of this 75/25 joint venture. Although construction is complete, certain debt and operational metrics must be met before the guaranty terminates. The interest rate will be reduced to a spread of LIBOR plus 2.35% once certain debt service and operational metrics are met.
Loan Repayment

Construction Loan

Financing

The Company repaid the followingentered into a construction loan secured byin October 2018 to redevelop anchor space at Brookfield Square. The construction loan bears interest at a variable interest rate indexed to LIBOR. At December 31, 2019, the related consolidated Property,interest rate was 4.6%. This loan matures in 2016:

Date Property 

Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid
December 
The Outlet Shoppes at Atlanta - Parcel Development (1)
 3.02% December 2019 $2,124
(1)In conjunction with its sale in December 2016, a portion of the net proceeds was used to retire the loan secured by the Property.
October 2021 and has 1 12-month extension option for an outside maturity date of October 2022. The total borrowing capacity on the loan is $ 29,400.

Financial Covenants and Restrictions

The agreements for the unsecured lines ofsecured credit facility and the Notes and unsecured term loans contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions.  The Company believes that it was in compliance with all financial covenants and restrictions at December 31, 2016.

Unsecured Lines of Credit and Unsecured Term Loans
The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of December 31, 2016:
RatioRequiredActual
Debt to total asset value< 60%48%
Unencumbered asset value to unsecured indebtedness> 1.60x2.4x
Unencumbered NOI to unsecured interest expense> 1.75x5.2x
EBITDA to fixed charges (debt service)> 1.50x2.5x


The agreements for the unsecured credit facilities and unsecured term loans described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 or any non-recourse indebtedness greater than $150,000 (for the Company's ownership share) of CBL, the Operating Partnership or any Subsidiary, as defined, will constitute an event of default under the agreements to the credit facilities. The credit facilities also restrict the Company's ability to enter into any transaction that could result in certain changes in its ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities.
Senior Unsecured Notes
The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2016:
RatioRequiredActual
Total debt to total assets< 60%53%
Secured debt to total assets
  <45% (1)
30%
Total unencumbered assets to unsecured debt>150%221%
Consolidated income available for debt service to annual debt service charge> 1.50x3.0x
(1)On January 1, 2020 and thereafter, secured debt to total assets must be less than 40% for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less.
The agreements for the Notes described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000$ 50,000 of the Operating Partnership will constitute an event of default under the Notes.
The Company believes that it was in compliance with all financial covenants and restrictions at December 31, 2019.

Other

Several of the Company’s malls/open-air centers, associated centers and community centers, in addition to the corporate office buildings,Properties are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these Properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these Properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

Scheduled Principal Payments

As of December 31, 2016,2019, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows:

2020

 

$

222,353

 

2021

 

 

556,878

 

2022

 

 

465,455

 

2023

 

 

1,126,825

 

2024

 

 

341,398

 

Thereafter

 

 

747,741

 

 

 

 

3,460,650

 

Net unamortized discounts and premium

 

 

( 9,673

)

Unamortized deferred financing costs

 

 

( 16,148

)

Principal balance of loan secured by Lender Malls in default (1)

 

 

92,186

 

Total mortgage and other indebtedness, net

 

$

3,527,015

 

2017$757,314
2018711,645
2019275,477
2020213,608
2021455,026
Thereafter (1)
1,887,567
 4,300,637
Net unamortized discounts(7,130)
Unamortized deferred financing costs(17,855)
Principal balance of loans secured by Lender Malls in foreclosure (2)
189,642
Total mortgage and other indebtedness, net$4,465,294

(1)

(1)Excludes

Represents the $17,689 loanaggregate principal balance secured by Wausau Center, which is in foreclosure.

(2)
Represents principal balancesas of threeDecember 31, 2019 of two non-recourse loans, secured by Midland Mall, ChesterfieldGreenbrier Mall and Wausau Center,Hickory Point Mall, which arewere in default and receivership at December 31, 2016.default. The loans secured by MidlandGreenbrier Mall and ChesterfieldHickory Point Mall had 2016 maturity dates. Subsequent tomatured in December 31, 2016, the foreclosure process on Midland Mall was complete. See Note 19 for additional information.
2019.



Of the $757,314$ 222,353 of scheduled principal payments in 2017, $361,7942020, $ 149,670 relates to the maturing principal balances of eight3 operating Property loans $350,000 represents the principal balance of an unsecured term loan and $45,520$ 72,683 relates to scheduled principal amortization. Of the 2017 maturities, an operating Property loan with a principal balance of $10,962 has a one-year extension option and the $350,000 unsecured term loan has two one-year extension options, which are at the Company's option, leaving approximately $350,832 of loan maturities in 2017 that must be retired or refinanced. The Company plans to refinance the $62,355 loan secured by The Outlet Shoppes at El Paso and is evaluating whether to retire or refinance the remaining loans. Subsequent to December 31, 2016,2019, the Company retired several$ 84,803 related to two of the three operating Property loans.loans scheduled to mature in 2020. See Note 1920for details.more information.


Interest Rate Hedging Instruments
The Company records its derivative instruments in its consolidated balance sheets

Additionally, subject to the need to maintain compliance with all applicable debt covenants, the Operating Partnership, or any affiliate of the Operating Partnership, may at fair value.  The accounting for changesany time, or from time to time, repurchase outstanding Notes in the fair value of derivatives depends onopen market or otherwise. Such Notes may, at the intended useoption of the derivative, whetherOperating Partnership or the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the liferelevant affiliate of the agreements without exchange of the underlying notional amount.  
The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in AOCI/L and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
The Company's outstanding interest rate derivatives, that were designated as cash flow hedges of interest rate risk, matured on April 1, 2016.  The following tables provide further information relatingOperating Partnership, be held, resold or surrendered to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016 and 2015: 
Instrument Type 
Location in
Consolidated
Balance Sheet
 
Notional
Amount
 
Designated
Benchmark
Interest
Rate
 
Strike
Rate
 
Fair Value at
12/31/15
 
Maturity
Date
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 48,337
(amortizing
to $48,337)
 1-month
LIBOR
 2.149% $(208) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 30,276
(amortizing
to $30,276)
 1-month
LIBOR
 2.187% (133) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 11,313
(amortizing
to $11,313)
 1-month
LIBOR
 2.142% (48) April 2016
Pay fixed/ Receive
   variable Swap
 Accounts payable and
accrued liabilities
 $ 10,083
(amortizing
to $10,083)
 1-month
LIBOR
 2.236% (45) April 2016
          $(434)  
Hedging Instrument
 
Gain Recognized in OCI/L
(Effective Portion)
 
Location of
Losses
Reclassified
from AOCI/L
into Earnings
(Effective Portion)
 
Loss Recognized in Earnings
(Effective Portion)
 
Location of
Gains
Recognized in
Earnings
(Ineffective
Portion)
 
Gain
Recognized in
Earnings
(Ineffective Portion)
 201620152014  201620152014  201620152014
Interest rate contracts $434
$1,915
$1,782
 Interest Expense $(443)$(2,196)$(2,195) Interest Expense $
$
$
See Notes 2 and 15Trustee for additional information regarding the Company’s interest rate hedging instruments.


cancellation.

NOTE 7.9. SHAREHOLDERS’ EQUITY AND PARTNERS' CAPITAL

Common Stock and Common Units

The Company's authorized common stock consists of 350,000,000 shares at $0.01$ 0.01 par value per share. The Company had 170,792,645174,115,111 and 170,490,948172,656,458 shares of common stock issued and outstanding as of December 31, 20162019 and 2015,2018, respectively.

Partners in the Operating Partnership hold their ownership through common and special common units of limited partnership interest, hereinafter referred to as "common units." A common unit and a share of CBL's common stock have essentially the same economic characteristics, as they effectively participate equally in the net income and distributions of the Operating Partnership.Partnership, except for certain special common units as disclosed in Note 10. For each share of common stock issued by CBL, the Operating Partnership has issued a corresponding number of common units to CBL in exchange for the proceeds from the stock issuance. The Operating Partnership had 199,085,032200,189,077 and 199,748,131199,414,863 common units outstanding as of December 31, 20162019 and 2015,2018, respectively.

Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of CBL's common stock, or at CBL'sthe Company's election, their cash equivalent. When an exchange for common stock occurs, CBLthe Company assumes the limited partner's common units in the Operating Partnership. The number of shares of common stock received by a limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of common units exchanged by the limited partner. If CBLthe Company elects to pay cash, the amount of cash paid by the Operating Partnership to redeem the limited partner's common units will be based on the five-day trailing average of the trading price, at the time of exchange, of the shares of common stock that would otherwise have been received by the limited partner in the exchange. However, for so long as the current distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), the Company may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. The Company’s Board of Directors has prospectively approved that to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires any exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock. Neither the common units nor the shares of CBL's common stock of CBL are subject to any right of mandatory redemption.

At-The-Market Equity Program

On March 1, 2013, the Company entered into the Sales Agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of CBL's common stock, having an aggregate offering price of up to $300,000,$ 300,000, from time to time in the ATM program.equity offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) or in negotiated transaction (the "ATM program"). In accordance with the Sales Agreements, the Company will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. The Company includes only share issuances that have settled in the calculation of shares outstanding at the end of each period.

Since inception, the Company has sold $211,493 shares$ 211,493 of common stock through the ATM program, at a weighted-average sales price of $25.12,$ 25.12, generating net proceeds of $209,596,$ 209,596, which were used to reduce the balances on the Company's credit facilities. Since the commencement of the ATM program, the Company has issued 8,419,298 shares of common stock and approximately $88,507$ 88,507 remains available that may be sold under this program as of December 31, 2016.2019. The Company didhas not sellsold any shares under the ATM program during 2016 or 2015.since 2013. Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program.


Common Stock Repurchase Program
In the third quarter of 2015, CBL's Board of Directors authorized a common stock repurchase program, which expired on August 31, 2016. Under the program, the Company could purchase up to $200,000 of CBL's common stock from time to time, in the open market, in privately negotiated transactions or otherwise, depending on market prices and other conditions. The Company was not obligated to repurchase any shares of stock under the program. No shares were repurchased under the program prior to its expiration.

Common Unit Activity

During 2016,2019, the Operating Partnership elected to pay cash of $11,754$ 96 to foura holder of 72,592 common units in the Operating Partnership upon the exercise of its conversion rights. The Company also issued 611,847 shares of common stock to 2 holders of 964,796611,847 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holders’ contractual exchange rights.

During 2018, the Operating Partnership elected to pay cash of $ 2,246 to 2 holders of 526,510 common units in the Operating Partnership upon the exercise of their conversion rights.

During 2015, no holders The Company also issued 915,338 shares of common units exercised their conversion rights.
During 2014, the Operating Partnership electedstock to pay $4,861 in cash to four holdersa holder of 272,952915,338 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holder's contractual exchange rights.

During 2017, the Operating Partnership elected to pay cash of $ 656 to 5 holders of 84,014 common units in the Operating Partnership upon the exercise of their conversion rights.



Preferred Stock and Preferred Units

The Company's authorized preferred stock consists of 15,000,000 shares at $0.01$ 0.01 par value per share. A description of the Company's cumulative redeemable preferred stock is listed below. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock.

The Company has 6,900,000 depositary shares, each representing 1/10th10th of a share of CBL's 6.625% Series E Preferred Stock with a par value of $0.01$ 0.01 per share, outstanding as of December 31, 20162019 and 2015.2018. The Series E Preferred Stock has a liquidation preference of $250.00$ 250.00 per share ($25.00 per depositary share). The dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $16.5625$ 16.5625 per share ($1.65625 per depositary share) per annum. The Company may not redeem the Series E Preferred Stock before October 12, 2017, except in limited circumstances to preserve CBL's REIT status or in connection with a change of control. On or after October 12, 2017, the Company may, at its option, redeem the Series E Preferred Stock in whole at any time or in part from time to time by paying $25.00 per depositary share, plus any accrued and unpaid dividends up to, but not including, the date of redemption. The Series E Preferred Stock generally has no stated maturity, and willis not be subject to any sinking fund or mandatory redemption. The Series E Preferred Stockredemption, and is not convertible into any other securities of the Company's securities,Company, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default.

The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $ 250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

The Company has 18,150,000 depositary shares, each representing 1/10th 10th of a share of CBL's 7.375% Series D Preferred Stock with a par value of $0.01$ 0.01 per share, outstanding as of December 31, 20162019 and 2015.2018. The Series D Preferred Stock has a liquidation preference of $250.00$ 250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375$ 18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00$ 250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.

In December 2019, the Company announced the suspension of all future dividends on its 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock. Unpaid dividends on the Company’s preferred stock accrue without interest. The dividend suspension will be reviewed quarterly by the Board of Directors, but is expected to remain in place through at least year-end 2020. The Company will review taxable income on a regular basis and take measures, if necessary, to ensure that it meets the minimum distribution requirements to maintain its status as a REIT.

Dividends - CBL

CBL paid a first secondquarter 2019 cash dividend on its common stock of $ 0.075 per share on April 16th. Under the terms of a litigation settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and third quarter 2016 cashfourth quarters of 2019 (see Note 15for more information on the litigation settlement agreement). As noted above, in December 2019 the Company suspended all future dividends on its common stock of $0.265 per share on April 15th, July 15thand October 14th 2016, respectively.  On November 3, 2016, CBL's Board of Directors declared a fourth quarter cash dividend of $0.265 per share that waspreferred stock, as well as distributions to all noncontrolling interest investors in its Operating Partnership (as noted below). No dividends may be paid on January 16, 2017,shares of the Company’s common stock unless (i) all accrued but unpaid dividends on its preferred stock, and any current dividend then due, have been paid in cash, or a cash sum sufficient for such payment has been set apart for payment and (ii) the SCU Distribution Shortfall created by its related suspension of distributions to shareholdersnoncontrolling interest investors in its Operating Partnership has likewise been remedied through the payment of record asdistributions sufficient to satisfy such shortfall


for all prior periods and the then-current period (thereby allowing the resumption of December 30, 2016. The dividend declareddistributions on the common units in the fourth quarterOperating Partnership that are held by the Company, which fund its common stock dividends) .  The decision to declare and pay dividends on the Company’s common stock in the future, as well as the timing, amount and composition of 2016, totaling $45,259, is included in accounts payable and accrued liabilitiesany such future dividends, will be at December 31, 2016.the sole discretion of its b oard of d irectors. The total dividend included in accounts payable and accrued liabilities at December 31, 2015201 8 was $45,179.

$12,949 .

The allocations of dividends declared and paid for income tax purposes are as follows:

 

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

 

2017

 

 

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

0.15

 

 

$

0.80

 

(1)

 

$

0.98

 

(2)

Series D preferred stock

 

$

13.83

 

 

$

18.44

 

 

 

$

18.44

 

 

Series E preferred stock

 

$

12.42

 

 

$

16.56

 

 

 

$

16.56

 

 

Allocations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income

 

 

%

 

 

82.83

%

 

 

 

85.37

%

 

Capital gains 25% rate

 

 

%

 

 

%

 

 

 

%

 

Return of capital

 

 

100.00

%

 

 

17.17

%

 

 

 

14.63

%

 

Total

 

 

100.00

%

 

 

100.00

%

 

 

 

100.00

%

 

Preferred stock (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary income

 

 

%

 

 

100.00

%

 

 

 

100.00

%

 

Capital gains 25% rate

 

 

%

 

 

%

 

 

 

%

 

Return of capital

 

 

100

%

 

 

%

 

 

 

%

 

Total

 

 

100.00

%

 

 

100.00

%

 

 

 

100.00

%

 

 Year Ended December 31,
 2016 2015 2014
Dividends declared:     
Common stock$0.88
(1) 
$1.06
 $1.00
Series D preferred stock$18.44
 $18.44
 $18.44
Series E preferred stock$16.56
 $16.56
 $16.56
      
Allocations: 
  
  
Common stock 
  
  
Ordinary income100.00% 100.00% 100.00%
Capital gains 25% rate% % %
Return of capital% % %
Total100.00% 100.00% 100.00%
      
Preferred stock (2)
 
  
  
Ordinary income100.00% 100.00% 100.00%
Capital gains 25% rate% % %
Total100.00% 100.00% 100.00%

(1)

(1)

Of the $0.265$ 0.075 per share dividend declared on October 29, 2018 and paid January 16, 2019, $0.075 was reported and is taxable in 2019.

(2)

Of the $0.200 per share dividend declared on November 3, 20162, 2017 and paid January 16, 2017, $0.081 is taxable in 2016 and $0.184 per share will be2018, $ 0.200 was reported and is taxable in 2017.2018.

( 3 )

(2)

The allocations for income tax purposes are the same for each series of preferred stock for each period presented.



Distributions - The Operating Partnership

The Operating Partnership paid first, second and third quarter 20162019 cash distributions on its redeemable common units of $ 0.7322 per share on April 16th, July 16th and October 16th, 2019. The Operating partnership paid first quarter cash distributions on its common units of $0.7322 and $0.2692$ 0.075 per share respectively, on April 15th, July 15th and October 14th 2016, respectively.  On November 3, 2016,16th. The Company suspended all future distributions by the Operating Partnership declared a fourth quarter cashuntil further notice. The total distribution on its redeemable common units and common units of $0.7322 and $0.2692 per share, respectively, that was paid on January 16, 2017. The distribution declared in the fourth quarter of 2016, totaling $9,054, is included in accounts payable and accrued liabilities at December 31, 2016.  The total dividend included in accounts payable and accrued liabilities at December 31, 20152018 was $9,310.

$ 4,181.

NOTE 8.10. REDEEMABLE INTERESTS AND NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests and Noncontrolling Interests of the Company

Partnership Interests in the Operating Partnership that Are Not Owned by the Company

The common units that the Company does not own are reflected in the Company's consolidated balance sheets as redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership.

Series S Special Common Units

Redeemable noncontrolling interest includes a noncontrolling partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property.  In July 2004, the Operating Partnership issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2016,2019, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. The holder has the additional right to at any time after the seventh anniversary of the issuance of the S-SCUs, require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs. Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $20,000,$ 20,000, subject to certain limited exceptions.  Should the consideration that would be received in a


normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership interest could be exchanged for shares of the Company’sCBL's stock or, at the Company’s election, their cash equivalent.  The S-SCUs received a minimum distribution of $2.53825 per unit per year for the first five years, and receive a minimum distribution of $2.92875$ 2.92875 per unit per year thereafter.

which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement .

Series L Special Common Units

In June 2005, the Operating Partnership issued 571,700 L-SCUs,Series L special common units ("L-SCUs"), all of which are outstanding as of December 31, 2016,2019, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($3.0288 per unit per year). which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement. Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $0.7572$ 0.7572 per unit for four4 consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units. In December 2012, the Operating Partnership issued 622,278 common units valued at $14,000$ 14,000 to acquire the remaining 30% noncontrolling interest in Laurel Park Place.

Series K Special Common Units

In November 2005, the Operating Partnership issued 1,144,924 K-SCUs, all of which are outstanding as of December 31, 2016,Series K special common units ("K-SCUs") in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The K-SCUs received a dividend at a rate of 6.0%, or $2.85 per K-SCU, for the first year following the closeholders of the transaction andK-SCUs receive a dividend at a rate of 6.25%, or $2.96875$ 2.96875 per K-SCU, thereafter.which will cumulate (similar to a preferred dividend) during the current SCU Distribution Shortfall, with the SCU Distribution Shortfall being required to be fully cured (on a ratable basis among the respective holders of S-SCUs, L-SCUs and K-SCUs) before any distributions may be resumed with respect to regular common units, pursuant to the terms of the Operating Partnership’s limited partnership agreement. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four4 consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. At any time following the first anniversary of the closing date, theThe holders of the K-SCUs may exchange them, on a one-for-one1-for-one basis, for shares of the Company’sCBL’s common stock or, at the Company’s election, their cash equivalent.



In December 2018, the Operating Partnership elected to pay $ 21 in cash to a holder of 8,120 K-SCUs upon the exercise of the holder's conversion rights.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 20162019 and 2015:2018:

 

 

December 31,

 

 

 

2019

 

 

2018

 

CBL’s Predecessor

 

 

18,117,350

 

 

 

18,117,350

 

Third parties

 

 

7,956,616

 

 

 

8,641,055

 

 

 

 

26,073,966

 

 

 

26,758,405

 

 December 31,
 2016 2015
CBL’s Predecessor18,172,690
 18,172,690
Third parties10,119,697
 11,084,493
 28,292,387
 29,257,183

The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 20162019 and 2015.2018.  The ownership percentages are determined by dividing the number of common units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 20162019 and 20152018 by the total common units outstanding at December 31, 20162019 and 2015,2018, respectively.  The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 20162019 and 2015.2018.  The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 13.4%12.2% and 14.3%12.6% at December 31, 20162019 and 2015,2018, respectively. 

Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted-average ownership during the year. The ownership percentages are determined by dividing the weighted-average number of common units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted-average number of common units outstanding during the year. 


A change in the number of shares of common stock or common units changes the percentage ownership of all partners of the Operating Partnership.  A common unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interests, shareholders’ equity and noncontrolling interests in the Operating Partnership in the Company's accompanying balance sheets to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or common units outstanding.  During 2016, 2015201 9 , 201 8 and 2014,201 7 , the Company allocated $2,454, $2,981$ 3,398 , $ 4,065 and $2,937,$ 3,049 , respectively, from shareholders’ equity to redeemable noncontrolling interest. During 2016201 9 , 201 8 and 201 7 , the Company allocated $13,625$ 4,392 , $ 13,642 and $ 4,290 , respectively, from shareholders' equity to noncontrolling interest. During 2015 and 2014, the Company allocated $207 and $322, respectively, from noncontrolling interest to shareholders' equity.

The total redeemable noncontrolling interest in the Operating Partnership was $17,996$ 2,160 and $19,744$ 3,575 at December 31, 20162019 and 2015,2018, respectively.  The total noncontrolling interest in the Operating Partnership was $100,035$ 31,592 and $109,753$ 55,917 at December 31, 20162019 and 2015,2018, respectively.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries

Redeemable noncontrolling interests included the aggregate noncontrolling ownership interest in four of the Company’s other consolidated subsidiaries held by third parties which were redeemed in the fourth quarter of 2016 for $3,800, which was comprised of $300 in cash and a $3,500 promissory note. See Note 10 for additional information on the note. The Company recognized a net loss of $2,602 on the disposal of its interests. The loss is included in Gain on Investments in the consolidated statements of operations. The total redeemable noncontrolling interests in other consolidated subsidiaries was $5,586 at December 31, 2015. The redeemable noncontrolling interests in other consolidated subsidiaries included the third party interest in the Company’s former subsidiary that provides security and maintenance services.

The Company had 2512 and 2319 other consolidated subsidiaries at December 31, 20162019 and 2015,2018, respectively, that had noncontrolling interests held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries were $12,103$ 23,961 and $4,876$ 12,111 at December 31, 20162019 and 2015,2018, respectively. 

The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 20162019 and 2015.2018. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted-average ownership in each subsidiary during the year. 

Redeemable Interests and Noncontrolling Interests of the Operating Partnership

The aggregate noncontrolling ownership interest in four of the Company’s other consolidated subsidiaries described above that were reflected as redeemable noncontrolling interest in the Company's consolidated balance sheets were also reflected as redeemable noncontrolling interest in the Operating Partnership's consolidated balance sheets.


The S-SCUs described above that are reflected as redeemable noncontrolling interests in the Company's consolidated balance sheets are reflected as redeemable common units in the Operating Partnership's consolidated balance sheets.

The noncontrolling interests in other consolidated subsidiaries that are held by third parties that are reflected as a component of noncontrolling interests in the Company's consolidated balance sheets comprise the entire amount that is reflected as noncontrolling interests in the Operating Partnership's consolidated balance sheets.

Variable Interest Entities

As discussed

In accordance with the guidance inNote 2, the Company adopted ASU 2015-02, as of January 1, 2016 using a modified retrospective approach. As a result,Amendments to the Consolidation Analysis , and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control , the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. However, the Company was not required to consolidate any previously unconsolidated entities or deconsolidate any previously consolidated entities as a result of the change in classification. Accordingly, the adoption of ASU 2015-02 affected disclosure only and did not change amounts within the consolidated financial statements.     

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to ourthe Company's business activities and the business activities of the other investors.


The table below lists the Company's consolidated VIEs as of December 31, 20162019 and 2015,2018, which do not reflect the elimination of any internal debt the consolidated VIE has with the Operating Partnership:

 

 

As of December 31,

 

 

 

2019

 

 

 

2018

 

 

 

Assets

 

 

Liabilities

 

 

 

Assets

 

 

Liabilities

 

Consolidated VIEs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atlanta Outlet Outparcels, LLC

 

$

862

 

 

$

 

 

 

$

868

 

 

$

 

Atlanta Outlet JV, LLC (1)

 

 

 

 

 

 

 

 

 

56,537

 

 

 

78,356

 

CBL Terrace LP

 

 

15,012

 

 

 

12,595

 

 

 

 

15,531

 

 

 

12,987

 

El Paso Outlet Center Holding, LLC (1)

 

 

 

 

 

 

 

 

 

98,307

 

 

 

78,210

 

El Paso Outlet Center II, LLC (1)

 

 

 

 

 

 

 

 

 

12

 

 

 

 

Gettysburg Outlet Center Holding, LLC

 

 

34,399

 

 

 

38,268

 

 

 

 

34,857

 

 

 

38,835

 

Gettysburg Outlet Center, LLC

 

 

7,690

 

 

 

( 69

)

 

 

 

7,871

 

 

 

140

 

High Point Development LP II

 

 

( 22

)

 

 

 

 

 

 

1,062

 

 

 

76

 

Jarnigan Road LP

 

 

18,631

 

 

 

641

 

 

 

 

17,992

 

 

 

1,071

 

Jarnigan Road II, LLC

 

 

23,424

 

 

 

17,704

 

 

 

 

23,789

 

 

 

18,444

 

Laredo Outlet JV, LLC

 

 

103,375

 

 

 

45,360

 

(2)

 

 

106,817

 

 

 

57,614

 

Lebcon Associates

 

 

80,081

 

 

 

121,493

 

 

 

 

68,868

 

 

 

121,670

 

Lebcon I, Ltd

 

 

8,386

 

 

 

8,906

 

 

 

 

8,621

 

 

 

9,239

 

Lee Partners

 

 

 

 

 

 

 

 

 

784

 

 

 

 

Louisville Outlet Outparcels, LLC

 

 

174

 

 

 

 

 

 

 

174

 

 

 

 

Louisville Outlet Shoppes, LLC (1)

 

 

 

 

 

 

 

 

 

69,182

 

 

 

81,713

 

Madison Grandview Forum, LLC

 

 

338

 

 

 

83

 

 

 

 

31,739

 

 

 

13,346

 

The Promenade at D'Iberville

 

 

78,066

 

 

 

48,270

 

 

 

 

78,979

 

 

 

49,383

 

Statesboro Crossing, LLC

 

 

213

 

 

 

( 10

)

 

 

 

623

 

 

 

616

 

 

 

$

370,629

 

 

$

293,241

 

 

 

$

622,613

 

 

$

561,700

 

 As of December 31,
 2016 2015
 Assets Liabilities Assets Liabilities
Consolidated VIEs:       
Atlanta Outlet Outparcels, LLC$914
 $4
 
(1) 
Atlanta Outlet JV, LLC63,361
 81,128
(2) 
(1) 
CBL Terrace LP16,714
 13,509
 
(1) 
El Paso Outlet Center Holding, LLC103,232
 69,535
 $107,337
 $63,458
El Paso Outlet Center II, LLC8,638
 7,028
(3) 
(1) 
Foothills Mall Associates9,811
 34,997
 
(1) 
Gettysburg Outlet Center Holding, LLC36,542
 39,476
 
(1) 
Gettysburg Outlet Center, LLC7,203
 37
 37,463
 38,450
High Point Development LP II1,104
 55
 
(1) 
Jarnigan Road LP41,392
 20,988
 
(1) 
Laredo Outlet JV, LLC (4)
89,353
 58,822
(5) 
(1) 
Lebcon Associates47,721
 121,529
 
(1) 
Lebcon I, Ltd9,290
 9,711
 
(1) 
Lee Partners1,195
 
 
(1) 
Louisville Outlet Outparcels, LLC62
 
 
(1) 
Louisville Outlet Shoppes, LLC76,831
 85,132
(6) 
(1) 
Madison Grandview Forum, LLC33,196
 13,622
 
(1) 
The Promenade at D'Iberville84,470
 46,570
 
(1) 
Statesboro Crossing, LLC18,869
 11,058
 
(1) 
Village at Orchard Hills, LLC498
 
 
(1) 
Woodstock GA Investments, LLC9,098
 3,185
 
(1) 
 $659,494
 $616,386
 $144,800
 $101,908


 As of December 31,
 2016 2015
 Assets Liabilities Assets Liabilities
        
Unconsolidated VIEs:       
Ambassador Infrastructure, LLC$14,279
 14,279
 
(1) 
G&I VIII CBL Triangle LLC (7)
172,470
 149,195
 
(1) 
JG Gulf Coast Town Center LLC
(8) 
 $142,021
 $195,892
Triangle Town Member LLC
(8) 
 98,408
 171,092
 $186,749
 $163,474
 $240,429
 $366,984
(1)

The joint venture was classified as a VIE in 2016 in accordance with the criteria in ASU 2015-02 noted above. Prior to the adoption of ASU 2015-02, the joint venture was not considered to be a VIE.

(2)

( 1 )

These entities were deconsolidated in 2019. See Note 7for more information.

( 2 )

Of this total, $4,839 related to The Outlet Shoppes at Atlanta - Phase II, is guaranteed by the Operating Partnership.

(3)Of this total, $6,745 related to The Outlet Shoppes at El Paso - Phase II, is guaranteed by the Operating Partnership.
(4)
In the second quarter of 2016, the Company formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop, own and operate The Outlet Shoppes at Laredo in Laredo, TX. The Company initially contributed $7,714, which consisted of a cash contribution of $2,434 and its interest in a note receivable of $5,280 (see Note 10), and the third party partner contributed $10,686, which included land and construction costs to date. The Company contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19,846 was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis. The Company determined that the new consolidated affiliate represents an interest in a VIE based upon the criteria noted above.
(5)Of this total, $39,263$ 41,950 related to The Outlet Shoppes at Laredo, is guaranteed by the Operating Partnership.

The table below lists the Company's unconsolidated VIEs as of December 31, 2019:

Unconsolidated VIEs:

 

Investment in

Real Estate

Joint

Ventures

and

Partnerships

 

 

Maximum

Risk of Loss

 

Ambassador Infrastructure, LLC (1)

 

$

 

 

$

10,050

 

BI Development, LLC

 

 

 

 

 

 

Bullseye, LLC

 

 

 

 

 

 

Continental 425 Fund LLC

 

 

7,265

 

 

 

7,265

 

EastGate Storage, LLC (1)

 

 

810

 

 

 

3,250

 

Hamilton Place Self Storage (1)

 

 

1,425

 

 

 

7,002

 

Parkdale Self Storage, LLC (1)

 

 

1,174

 

 

 

6,500

 

PHG-CBL Lexington, LLC

 

 

 

 

 

 

Self Storage at Mid Rivers, LLC (1)

 

 

798

 

 

 

2,994

 

Shoppes at Eagle Point, LLC (1)

 

 

16,243

 

 

 

16,243

 

Vision - CBL Hamilton Place, LLC

 

 

2,200

 

 

 

2,200

 

 

 

$

29,915

 

 

$

55,504

 

(6)

Of this total, $10,101 relates to The Outlet Shoppes of the Bluegrass - Phase II, is guaranteed by the Operating Partnership.

(1)

(7)Upon, the sale

See Note 15for information on guarantees of the Company's 50% interest in Triangle Town Member LLC to G&I VIII CBL Triangle LLC in the first quarter of 2016, the Company determined that the new unconsolidated affiliate represents an interest in a VIE based upon the criteria noted above.debt.

(8)This joint venture is not a VIE as of December 31, 2016. See description of reconsideration event below.
Variable Interest Entities - Reconsideration Events
Triangle Town Member LLC
The Company held a 50% ownership interest in this joint venture, which represented an interest in a VIE as of December 31, 2015. As noted above, the Company's 50% interest in this joint venture was sold to G&I VIII CBL Triangle LLC in the first quarter of 2016.
JG Gulf Coast Town Center LLC
The Company holds a 50% ownership interest in this joint venture. In the second quarter of 2016, the foreclosure process was complete and Phases I and II of Gulf Coast Town Center in Ft. Myers, FL were returned to the lender in satisfaction of the non-recourse mortgage loan secured by the Properties. The Company determined that the unconsolidated affiliate, JG Gulf Coast Town Center LLC no longer represents a VIE based upon the criteria noted above.
NOTE 9. MINIMUM RENTS
The Company receives rental income by leasing retail shopping center space under operating leases. Future minimum rents are scheduled to be received under non-cancellable tenant leases at December 31, 2016, as follows:
2017$559,804
2018468,622
2019403,625
2020341,958
2021283,553
Thereafter771,041
 $2,828,603
Future minimum rents do not include percentage rents or tenant reimbursements that may become due.



NOTE 10.11. MORTGAGE AND OTHER NOTES RECEIVABLE

Each of the Company's mortgage notes receivable is collateralized by either a first mortgage, a second mortgage or by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants or government sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments. The Company reviews its mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. 

Mortgage and other notes receivable consist of the following:

 

 

 

 

As of December 31, 2019

 

 

As of December 31, 2018

 

 

 

Maturity Date

 

Interest Rate

 

Balance

 

 

Interest Rate

 

Balance

 

Mortgages

 

Dec 2016 - Jan 2047

(1)

4.28% - 9.50%

 

$

2,637

 

 

4.00% - 9.50%

 

$

4,884

 

Other Notes Receivable

 

Sep 2021 - Apr 2026

 

4.00% - 5.00%

 

 

2,025

 

 

4.00% - 5.00%

 

 

2,788

 

 

 

 

 

 

 

$

4,662

 

 

 

 

$

7,672

 

    As of December 31, 2016 As of December 31, 2015
  Maturity Date Interest Rate Balance Interest Rate Balance
Mortgages:          
Columbia Place Outparcel Feb 2022 5.00% $321
 5.00% $342
One Park Place May 2022 5.00% 1,194
 5.00% 1,369
Village Square (1)
 Mar 2018 3.75% 1,644
 3.50% 1,685
Other (2)
 Dec 2016 - Jan 2047 3.27% - 9.50% 2,521
 2.93% - 9.50% 4,380
      5,680
   7,776
Other Notes Receivable:          
ERMC (3)
 Sep 2021 4.00% 3,500
 —% 
Horizon Group (4)
 Jan 2017 7.00% 300
 —% 
Horizon Group (5)
 N/A —% 
 7.00% 3,096
RED Development Inc. Oct 2023 5.00% 6,588
 5.00% 7,366
Southwest Theaters LLC Apr 2026 5.00% 735
 —% 
      11,123
   10,462
           
      $16,803
   $18,238

( 1 )

(1)In May 2016, the mortgage

Includes a $ 1,100 note receivable related to Village Square was extended to March 2018. The interest rate increased from 3.5% to 3.75% for the period from April 2016 through March 2017, with an increase to a rate of 4.0% from April 2017 through the maturity date.

(2)In conjunction with the foreclosure of Gulf Coast Town Center, the Company wrote off the $1,846 balance of a note receivable. The note bore interest at a rate of 6.32% and was due to mature in March 2017. The $1,100 note for TheD'Iberville Promenade, at D'IbervilleLLC with a maturity date of December 2016, that is in default.
(3)
The Company received a $3,500 promissory note in conjunction with This is secured by the redemption of the Company's 50% ownership interest in four consolidated subsidiaries. See Note 8 for more information.
(4)
In the first quarter of 2016, Mortgage Holdings, LLC, a subsidiary of the Company, entered into a $300 loan agreement with an affiliate of Horizon Group Properties, Inc., the Company's noncontrolling interest partner in the development of a new shopping center. Subsequent to December 31, 2016, the maturity date of the note receivable was extended to July 2017. See Note 19 for more information.
(5)
In the fourth quarter of 2015, Mortgage Holdings, LLC, a subsidiary of the Company, entered into a $5,280 loan agreement, with an affiliate of Horizon Group Properties, Inc., the Company's noncontrolling interest partner in an outlet center project. In May 2016, in conjunction with the formation of the Laredo joint venture (see Note 5), the Company contributed itspartner’s interest in the note of $5,280 as a capital contribution to the joint venture.



NOTE 11.12. SEGMENT INFORMATION

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short- and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2.

Information on the Company’s reportable segments is presented as follows:

Year Ended December 31, 2016 Malls 
Associated
Centers
 
Community
Centers
 
All
Other (1)
 Total
Revenues $928,214
 $39,259
 $17,393
 $43,391
 $1,028,257
Property operating expenses (2)
 (268,898) (8,246) (4,293) (19) (281,456)

Year Ended December 31, 2019

 

Malls

 

 

All

Other (1)

 

 

Total

 

Revenues (2)

 

$

699,698

 

 

$

68,998

 

 

$

768,696

 

Property operating expenses (3)

 

 

( 216,771

)

 

 

( 13,881

)

 

 

( 230,652

)

Interest expense (143,903) (5,972) (285) (66,158) (216,318)

 

 

( 86,152

)

 

 

( 120,109

)

 

 

( 206,261

)

Other expense 
 
 
 (20,326) (20,326)

 

 

 

 

 

( 91

)

 

 

( 91

)

Gain on sales of real estate assets 481
 657
 3,239
 25,190
 29,567

 

 

1,226

 

 

 

15,048

 

 

 

16,274

 

Segment profit $515,894
 $25,698
 $16,054
 $(17,922) 539,724
Depreciation and amortization expense  
  
  
  
 (292,693)

Segment profit (loss)

 

$

398,001

 

 

$

( 50,035

)

 

 

347,966

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

( 257,746

)

General and administrative expense  
  
  
  
 (63,332)

 

 

 

 

 

 

 

 

 

 

( 64,181

)

Litigation settlement

 

 

 

 

 

 

 

 

 

 

( 61,754

)

Interest and other income  
  
  
  
 1,524

 

 

 

 

 

 

 

 

 

 

2,764

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

71,722

 

Loss on impairment  
  
  
  
 (116,822)

 

 

 

 

 

 

 

 

 

 

( 239,521

)

Gain on investments         7,534
Income tax benefit         2,063

Gain on investments/deconsolidation

 

 

 

 

 

 

 

 

 

 

67,242

 

Income tax provision

 

 

 

 

 

 

 

 

 

 

( 3,153

)

Equity in earnings of unconsolidated affiliates  
  
  
  
 117,533

 

 

 

 

 

 

 

 

 

 

4,940

 

Income from continuing operations  
  
  
  
 $195,531

Net loss

 

 

 

 

 

 

 

 

 

$

( 131,721

)

Total assets $5,383,937
 $259,966
 $215,917
 $244,820
 $6,104,640

 

$

4,180,515

 

 

$

441,831

 

 

$

4,622,346

 

Capital expenditures (3)(4)
 $165,230
 $5,705
 $6,149
 $90,719
 $267,803

 

$

130,502

 

 

$

11,057

 

 

$

141,559

 


Year Ended December 31, 2018

 

Malls

 

 

All

Other (1)

 

 

Total

 

Revenues (2)

 

$

783,194

 

 

$

75,363

 

 

$

858,557

 

Property operating expenses (3)

 

 

( 236,807

)

 

 

( 15,805

)

 

 

( 252,612

)

Interest expense

 

 

( 103,162

)

 

 

( 116,876

)

 

 

( 220,038

)

Other expense

 

 

( 85

)

 

 

( 702

)

 

 

( 787

)

Gain on sales of real estate assets

 

 

799

 

 

 

18,202

 

 

 

19,001

 

Segment profit (loss)

 

$

443,939

 

 

$

( 39,818

)

 

 

404,121

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

( 285,401

)

General and administrative expense

 

 

 

 

 

 

 

 

 

 

( 61,506

)

Interest and other income

 

 

 

 

 

 

 

 

 

 

1,858

 

Loss on impairment

 

 

 

 

 

 

 

 

 

 

( 174,529

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

1,551

 

Equity in earnings of unconsolidated affiliates

 

 

 

 

 

 

 

 

 

 

14,677

 

Net loss

 

 

 

 

 

 

 

 

 

$

( 99,229

)

Total assets

 

$

4,868,141

 

 

$

472,712

 

 

$

5,340,853

 

Capital expenditures (4)

 

$

132,187

 

 

$

12,772

 

 

$

144,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2017

 

Malls

 

 

All

Other (1)

 

 

Total

 

Revenues (2)

 

$

847,979

 

 

$

79,273

 

 

$

927,252

 

Property operating expenses (3)

 

 

( 244,282

)

 

 

( 16,271

)

 

 

( 260,553

)

Interest expense

 

 

( 120,414

)

 

 

( 98,266

)

 

 

( 218,680

)

Other expense

 

 

 

 

 

( 5,180

)

 

 

( 5,180

)

Gain on sales of real estate assets

 

 

75,980

 

 

 

17,812

 

 

 

93,792

 

Segment profit (loss)

 

$

559,263

 

 

$

( 22,632

)

 

 

536,631

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

( 299,090

)

General and administrative expense

 

 

 

 

 

 

 

 

 

 

( 58,466

)

Interest and other income

 

 

 

 

 

 

 

 

 

 

1,706

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

30,927

 

Loss on impairment

 

 

 

 

 

 

 

 

 

 

( 71,401

)

Loss on investment

 

 

 

 

 

 

 

 

 

 

( 6,197

)

Equity in earnings of unconsolidated affiliates

 

 

 

 

 

 

 

 

 

 

22,939

 

Net income before income tax benefit

 

 

 

 

 

 

 

 

 

$

157,049

 

Year Ended December 31, 2015 Malls 
Associated
Centers
 
Community
Centers
 
All
Other (1)
 Total
Revenues $944,553
 $40,392
 $19,944
 $50,129
 $1,055,018
Property operating expenses (2)
 (274,288) (9,364) (4,500) 4,807
 (283,345)
Interest expense (166,922) (7,285) (4,236) (50,900) (229,343)
Other expense (19) 
 
 (26,938) (26,957)
Gain on sales of real estate assets 264
 16,260
 5,071
 10,637
 32,232
Segment profit (loss) $503,588
 $40,003
 $16,279
 $(12,265) 547,605
Depreciation and amortization expense  
  
  
  
 (299,069)
General and administrative expense  
  
  
  
 (62,118)
Interest and other income  
  
  
  
 6,467
Gain on extinguishment of debt         256
Loss on impairment         (105,945)
Gain on investment         16,560
Income tax provision         (2,941)
Equity in earnings of unconsolidated affiliates    
  
  
 18,200
Income from continuing operations  
  
  
  
 $119,015
Total assets $5,766,084
 $252,188
 $263,614
 $198,105
 $6,479,991
Capital expenditures (3)
 $393,194
 $5,186
 $2,299
 $24,134
 $424,813



Year Ended December 31, 2014 Malls 
Associated
Centers
 
Community
Centers
 
All
Other (1)
 Total
Revenues $933,736
 $41,527
 $18,600
 $66,876
 $1,060,739
Property operating expenses (2)
 (282,796) (9,500) (5,260) 3,659
 (293,897)
Interest expense (198,758) (7,959) (2,510) (30,597) (239,824)
Other expense (20) 
 
 (32,277) (32,297)
Gain on sales of real estate assets 3,537
 937
 107
 761
 5,342
Segment profit $455,699
 $25,005
 $10,937
 $8,422
 500,063
Depreciation and amortization expense  
  
  
  
 (291,273)
General and administrative expense  
  
  
  
 (50,271)
Interest and other income  
  
  
  
 14,121
Gain on extinguishment of debt         87,893
Loss on impairment         (17,858)
Income tax provision         (4,499)
Equity in earnings of unconsolidated affiliates    
  
  
 14,803
Income from continuing operations 
  
  
  
  
 $252,979

(1)

(1)

The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management CompanyCompany.

( 3 )

(2)

Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(3)

( 4 )

Amounts include

Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates.  Developments in progress are included in the All Other category.


NOTE 12.13. SUPPLEMENTAL AND NONCASH INFORMATION

The Company paid cash for interest, net of amounts capitalized, in the amount of $209,566, $226,233$ 198,261, $ 205,029 and $238,531$ 220,099 during 2016, 20152019, 2018 and 2014,2017, respectively.

The Company’s noncash investing and financing activities for 2016, 20152019, 2018 and 20142017 were as follows:

 

 

2019

 

 

2018

 

 

2017

 

Accrued dividends and distributions payable

 

$

 

 

$

17,130

 

 

$

41,628

 

Additions to real estate assets accrued but not yet paid

 

 

24,642

 

 

 

22,791

 

 

 

5,490

 

Transfer of real estate assets in settlement of mortgage

   debt obligations: (1)

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in real estate assets

 

 

( 60,059

)

 

 

 

 

 

( 149,722

)

Decrease in mortgage and other indebtedness

 

 

124,111

 

 

 

 

 

 

181,992

 

Decrease in operating assets and liabilities

 

 

9,333

 

 

 

 

 

 

10,744

 

Decrease in intangible lease and other assets

 

 

( 1,663

)

 

 

 

 

 

( 3,216

)

Discount on issuance of 5.95% Senior Notes due

   2026 (2)

 

 

 

 

 

 

 

 

3,938

 

Conversion of Operating Partnership units to common

   stock

 

 

730

 

 

 

3,059

 

 

 

 

Consolidation of joint venture: (3)

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in investment in unconsolidated affiliates

 

 

 

 

 

 

 

 

( 2,818

)

Increase in real estate assets

 

 

 

 

 

 

 

 

7,463

 

Increase in intangible lease and other assets

 

 

 

 

 

 

 

 

120

 

Decrease in mortgage notes receivable

 

 

 

 

 

 

 

 

( 4,118

)

Decrease in operating assets and liabilities

 

 

 

 

 

 

 

 

( 647

)

Deconsolidation upon formation or transfer of

   interests in joint ventures: (4)

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in real estate assets

 

 

( 200,343

)

 

 

( 8,221

)

 

 

( 9,363

)

Decrease in mortgage and other indebtedness

 

 

228,627

 

 

 

 

 

 

2,466

 

Increase in investment in unconsolidated affiliates

 

 

39,708

 

 

 

8,174

 

 

 

232

 

Increase in operating assets and liabilities

 

 

857

 

 

 

 

 

 

1,286

 

Decrease in intangible lease and other assets

 

 

( 4,815

)

 

 

 

 

 

 

 

 

(Increase) decrease in noncontrolling interest and joint

   venture interest

 

 

( 12,013

)

 

 

 

 

 

2,232

 

 2016 2015 2014
Accrued dividends and distributions payable$54,313
 $54,489
 $54,433
Additions to real estate assets accrued but not yet paid24,881
 26,345
 25,332
Capital contribution of note receivable to joint venture (1)
5,280
 
 
Capital contribution from noncontrolling interest to joint venture155
 
 
Write-off of notes receivable (1)
1,846
 
 
Mortgage debt assumed by buyer of real estate assets (2)
38,150
 14,570
 
Transfer of real estate assets in settlement of mortgage debt obligations:     
Decrease in real estate assets
 
 (79,398)
Decrease in mortgage and other indebtedness
 
 163,998
Decrease in operating assets and liabilities
 
 4,799
Discount on issuance of 5.95% Senior Notes due 20265,740
 
 
Discount on issuance of 4.60% Senior Notes due 2024
 
 75
Note receivable from sale of Lakeshore Mall
 
 10,000
Note receivable from sale of land
 
 360
Deconsolidation upon formation of joint venture: (3)
   
  
Decrease in real estate assets(14,025) 
 
Increase in investment in unconsolidated affiliates14,030
 
 
Decrease in accounts payable and accrued liabilities(5) 
 

(1)

(1)

See Note 106 for further details.

(2)
See and Note 48 for additional information.
(3)
See Note 4 and Note 5for more information.



(2)

See Note 8for more information.

( 3 )

See Note 7for more information.

( 4 )

See Note 7for more information.

Certain executive officers of the Company and members of the immediate family of Charles B. Lebovitz, Chairman of the Board of the Company, collectively had a significant noncontrolling interest in EMJ Corporation ("EMJ"), a construction company that the Company engaged to build substantially all of the Company’s development Properties. This noncontrolling interest was sold in the third quarter of 2015. The Company paid approximately $26,993 and $31,398 to EMJ in 2015 and 2014, respectively, for construction and development activities. The Company had accounts payable to EMJ of $4,121 at December 31, 2015. 

The Management Company provides management, development and leasing services to the Company’s unconsolidated affiliates and other affiliated partnerships. Revenues recognized for these services amounted to $9,144, $7,748$ 6,878, $ 7,607 and $9,444$ 7,598 in 2019, 2018 and 2017, respectively. 

NOTE 15. CONTINGENCIES

Litigation

In April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 2015in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement stated that the Company had to set aside a common fund with a monetary and non-monetary value of $ 90,000 to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $ 60,000. The Court granted final approval to the proposed settlement on August 22, 2019. Class members are comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which extended from January 1, 2011 through the date of preliminary court approval. Class members who are past tenants and made a claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement


allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $ 28,000 ), any incentive award to the class representative (up to a maximum of $ 50 ), and class administration costs (which are expected to not exceed $ 100 ), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $ 88,150 in the three months ended March 31, 2019 related to the settlement agreement. The Company reduced the accrued liability by $ 26,396 , a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts . T he Company also reduced the accrued liability by $ 23,050related to attorney and administrative fees that were paid pursuant to the settlement agreement . The Company also received document requests in the third quarter, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperat e in these matters.

Securities Litigation

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. The first such lawsuit, captioned Paskowitz v. CBL & Associates Properties, Inc., et al. , 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive. The second such lawsuit, captioned Williams v. CBL & Associates Properties, Inc., et al. , 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive. The third such lawsuit, captioned Merelles v. CBL & Associates Properties, Inc., et al. , 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 respectively. and March 26, 2019. The Court consolidated these cases on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00181-JRG-CHS, on August 2, 2019. On September 26, 2019, the Merelles complaint was voluntarily dismissed.

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The outcome of these legal proceedings cannot be predicted with certainty.

Certain of the Company’s current and former directors and officers have been named as defendants in eight shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al. , 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “ Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al. , 1:19-cv-01185-LPS (the “ Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al. , 1:19-cv-01665-LPS (the “ Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al. , 1:19-cv-01800 (the “ Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation , 1:19-cv-01038-LPS (the " Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al. , 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ Shebitz Derivative Action”); on


NOTE 14. CONTINGENCIES

January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al.,2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”) ; on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al.,2020-0070-JTL, in the Delaware Chancery Court (the “KurupDerivative Action”); and on February 26, 2020,a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al.,1:20-cv-00052 , in the United States District Court for the Eastern District of Tennessee (the “KemmerDerivative Action”) , each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On October 7, 2019, the Court stayed the ShebitzDerivative Action , pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation

; the Company anticipates the Chatman , Kurup, and KemmerDerivative Actions to be stayed as well.

The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty.

The Company's insurance carriers have been placed on notice of these matters.

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

On May 27, 2016, Tommy French filed a putative class action in the United States District Court for the Eastern District of Tennessee on behalf of himself and all persons who purchased the Company's common stock between August 8, 2013 and May 24, 2016. Two additional suits were filed shortly thereafter with similar allegations. On June 9, 2016, The Allan J. and Sherry R. Potts Living Trust filed a putative class action in the same Court on behalf of the trust and all persons who purchased the Company's common stock between August 8, 2013 and May 24, 2016, and on June 24, 2016, International Union of Painters & Allied Trades District Council No. 35 Pension Plan filed another putative class action in the same Court on behalf of itself and all persons who purchased the Company's common stock between August 9, 2011 and May 24, 2016, containing similar allegations. On July 26, 2016, motions were submitted to the Court for the consolidation of these three cases, as well as for the appointment of a lead plaintiff. On September 26, 2016, the Court granted the motion, consolidated the cases into one action, and appointed the New Mexico Educational Retirement Board as lead plaintiff and its counsel, Bernstein Liebhard, as lead counsel. The Court granted the lead plaintiff 60 days to file a consolidated amended complaint, and once filed, the Company will file a response. The previously filed complaints are all based on substantially similar allegations that certain of the Company’s financing arrangements were obtained through fraud and/or misrepresentation, and that the Company and certain of its officers and directors made materially misleading statements to the market by failing to disclose material information concerning these alleged misrepresentations, and concerning the supposed involvement by insiders of the Company in alleged trading in the Company’s stock by a United States senator on the basis of material nonpublic information. Based on these allegations, these complaints assert claims for violation of the securities laws and seek a variety of relief, including unspecified monetary damages as well as costs and attorneys’ fees. The above-referenced plaintiffs voluntarily dismissed their claims on December 20 and 21, 2016, respectively, and on January 4, 2017, the Court administratively closed the case. The Company made no payment or entered into any agreement as part of this matter, and as such, the Company now considers this matter closed.
On July 29, 2016, Henry Shebitz filed a shareholder derivative suit in the Chancery Court for Hamilton County, Tennessee alleging that the Company's directors, three former directors and certain current and former officers breached their fiduciary duties by causing the Company to make materially misleading statements to the market by failing to disclose material information concerning these alleged misrepresentations, and concerning the supposed involvement by insiders of the Company in alleged trading in the Company’s stock by a United States senator on the basis of material nonpublic information. The complaint further alleged that certain of the Company's current and former officers and directors improperly engaged in transactions in the Company’s stock while in possession of material nonpublic information concerning the Company’s alleged misleading statements. The complaint purported to seek relief on behalf of the Company for unspecified damages as well as costs and attorneys’ fees. On or about January 31, 2017, the plaintiff filed a Notice of Voluntary Dismissal, and on February 2, 2017, the Court entered an order


dismissing the suit without prejudice. The Company made no payment or entered into any agreement as part of this matter, and as such, the Company now considers this matter closed.

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000$ 10,000 per occurrence and up to $50,000$ 50,000 in the aggregate, subject to deductibles and certain exclusions.

At certain locations, individual policies are in place.

Guarantees

The CompanyOperating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Company’sOperating Partnership's investment in the joint venture. The CompanyOperating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the CompanyOperating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the CompanyOperating Partnership may receive indemnification from the joint venture or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.


The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying consolidated balance sheets as of December 31, 20162019 and 2015:2018:

 

 

As of December 31, 2019

 

 

Obligation

recorded to reflect

guaranty

 

Unconsolidated Affiliate

 

Company's

Ownership

Interest

 

 

Outstanding

Balance

 

 

Percentage

Guaranteed

by the

Operating

Partnership

 

 

 

Maximum

Guaranteed

Amount

 

 

Debt

Maturity

Date (1)

 

 

12/31/2019

 

 

12/31/2018

 

West Melbourne I, LLC - Phase I

 

50%

 

 

$

39,807

 

 

50%

 

 

 

$

19,904

 

 

Feb-2021

(2)

 

$

199

 

 

$

203

 

West Melbourne I, LLC - Phase II

 

50%

 

 

 

15,647

 

 

50%

 

 

 

 

7,824

 

 

Feb-2021

(2)

 

 

78

 

 

 

80

 

Port Orange I, LLC

 

50%

 

 

 

54,071

 

 

50%

 

 

 

 

27,036

 

 

Feb-2021

(2)

 

 

270

 

 

 

280

 

Ambassador Infrastructure, LLC

 

65%

 

 

 

10,050

 

 

100%

 

 

 

 

10,050

 

 

Aug-2020

 

 

 

101

 

 

 

106

 

Shoppes at Eagle Point, LLC

 

50%

 

 

 

35,189

 

 

35%

 

(3)

 

 

12,740

 

 

Oct-2020

(4)

 

 

127

 

 

 

364

 

EastGate Storage, LLC

 

50%

 

 

 

6,219

 

 

50%

 

(5)

 

 

3,250

 

 

Dec-2022

 

 

 

33

 

 

 

65

 

Self Storage at Mid Rivers, LLC

 

50%

 

 

 

5,604

 

 

50%

 

(6)

 

 

2,994

 

 

Apr-2023

 

 

 

30

 

 

 

60

 

Parkdale Self Storage, LLC

 

50%

 

 

 

2,688

 

 

100%

 

(7)

 

 

6,500

 

 

Jul-2024

 

 

 

65

 

 

 

 

Hamilton Place Self Storage, LLC

 

54%

 

 

 

 

 

100%

 

(8)

 

 

7,002

 

 

Sep-2024

 

 

 

70

 

 

 

 

Atlanta Outlet JV, LLC

 

50%

 

 

 

4,443

 

 

100%

 

(9)

 

 

4,443

 

 

Feb-2020

 

 

 

 

 

 

 

Louisville Outlet Shoppes, LLC

 

50%

 

 

 

9,242

 

 

100%

 

(10)

 

 

9,242

 

 

Jul-2020

 

 

 

 

 

 

 

Total guaranty liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

973

 

 

$

1,158

 

  As of December 31, 2016 
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)
 12/31/16 
12/31/15
West Melbourne I, LLC -
Phase I
(2)
 50% $42,847
 20%
(3) 
$8,569
 Feb-2018
(4) 
$86
 $99
West Melbourne I, LLC -
Phase II
(2)
 50% 16,557
 20%
(3) 
3,311
 Feb-2018
(4) 
33
 87
Port Orange I, LLC 50% 57,927
 20%
(3) 
11,586
 Feb-2018
(4) 
116
 148
Fremaux Town Center JV, LLC - Phase I 65% 
 —%
(5) 

 Aug-2016 
 62
Fremaux Town Center JV, LLC - Phase II 65% 
 —%
(5) 

 Aug-2016 
 161
Ambassador Town Center JV, LLC 65% 
 —%
(5) 

 Dec-2017 
 462
Ambassador Infrastructure, LLC 65% 11,700
 100%
(6) 
11,700
 Dec-2017
(7) 
177
 177
      Total guaranty liability $412
 $1,196

(1)

(1)

Excludes any extension options.

( 2 )

(2)The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.
(3)
The guaranty was reduced from 25% to 20% when the loan was modified and extended in the first quarter of 2016. See Note 5.
(4)

The loan has a 2 one-year extension option, which isoptions at the unconsolidated affiliate's election, for an outside maturity date of February 2019.joint venture’s election.

( 3 )

(5)

The guaranty was removed inis for a fixed amount of $ 12,740 throughout the second quarterterm of 2016 when the construction loan was retired using proceeds from a non-recourse mortgage loan. See Note 5 for additional information.

(6)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 such year as PILOT payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists.including any extensions.

( 4 )

(7)

The loan has 1- two one-year-year extension options, which areoption, at the joint venture's election, for an outside maturity date of October 2022.

( 5 )

The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

( 6 )

The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

( 7 )

The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan.

( 8 )

The Operating Partnership has guaranteed 100% of the construction loan, but it has a back-up guaranty from its joint venture partner for 50% of the construction loan.

( 9 )

In December 2019, the Company deconsolidated this entity. See Note 7for more information.



( 10 )

In November 2019, the Company deconsolidated this entity. See Note 7for more information.

The Company has guaranteed the lease performance of YTC,York Town Center, LP ("YTC"), an unconsolidated affiliate in which it owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third partythird-party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000,$ 22,000, which decreases by $800$ 800 annually until the guaranteed amount is reduced to $10,000.$ 10,000. The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $14,000$ 11,600 as of December 31, 2016.2019. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not record an obligation for this guaranty because it determined that it was not probable that the fair value ofCompany would have to perform under the guaranty was not material as of December 31, 20162019 and 2015.

2018.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $21,446$ 13,660 and $16,452$ 16,003 at December 31, 20162019 and 2015,2018, respectively.

Ground Leases
The Company is the lessee of land at certain of its Properties under long-term operating leases, which include scheduled increases in minimum rents.  The Company recognizes these scheduled rent increases on a straight-line basis over the initial lease terms.  Most leases have initial terms of at least 20 years and contain one or more renewal options, generally for a minimum of 5- or 10-year periods.  Lease expense recognized in the consolidated statements of operations for 2016, 2015 and 2014 was $1,301, $1,215 and $1,290, respectively.
The future obligations under these operating leases at December 31, 2016, are as follows:
2017 $588
2018 594
2019 601
2020 607
2021 614
Thereafter 12,636
  $15,640

NOTE 15.16. FAIR VALUE MEASUREMENTS

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable.  The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:


Level 1 -

Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.

Level 2 -

Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.

Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term

Level 3 -

Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability.  Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date.date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.



Fair Value Measurements on a Recurring Basis

The following table sets forth information regarding the Company’s financial instruments that were measured at fair value on a recurring basis in the accompanying consolidated balance sheets as of December 31, 2015. The interest rate swaps matured April 1, 2016:
   Fair Value Measurements at Reporting Date Using
 Fair Value at December 31, 2015 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs (Level 3)
Liabilities: 
  
  
  
Interest rate swaps$434
 $
 $434
 $
The Company recognizes transfers in and out of every level at the end of each reporting period. There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2016 and 2015.
Intangible lease assets and other assets in the consolidated balance sheets included marketable securities consisting of corporate equity securities that were classified as available-for-sale.  Net unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of AOCI in redeemable noncontrolling interests, shareholders’ equity and partners' capital, and noncontrolling interests.  The Company sold all of its marketable securities during 2015 and realized a gain of $16,560 for the difference between the net proceeds of $20,755 less the adjusted cost of $4,195.  The Company did not recognize any realized gains or losses related to sales of marketable securities during 2016 and 2014. During the years ended December 31, 2016, 2015 and 2014, the Company did not recognize any write-downs for other-than-temporary impairments.  
The Company uses interest rate swaps to mitigate the effect of interest rate movements on its variable-rate debt.  The Company had four interest rate swaps as of December 31, 2015, that qualified as hedging instruments and were designated as cash flow hedges.  The interest rate swaps are reflected in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.  The swaps have predominantly met the effectiveness test criteria since inception and changes in their fair values are, thus, primarily reported in OCI/L and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The fair values of the Company’s interest rate hedges, classified under Level 2,  are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the Company’s credit standing, credit risk of the counterparties and reasonable estimates about relevant future market conditions. See Notes 2 and 6 for additional information regarding the Company’s interest rate hedging instruments.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $4,737,077$ 2,970,246 and $4,945,622$ 3,740,431 at December 31, 20162019 and 2015,2018, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.    The carrying amount of net mortgage and other indebtedness was $4,465,294 and $4,710,628 at December 31, 2016 and 2015, respectively.     

Fair Value Measurements on a Nonrecurring Basis

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each Property such as NOI, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the Property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 2for additional information describing the Company's impairment review process.



The following table sets forth information regarding the Company’s assets that are measured at fair value on a nonrecurring basis and related impairment charges for the years ended December 31, 20162019 and 2015:2018:

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

 

 

Total

 

 

Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Total Loss

on Impairment

 

2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets

 

$

199,740

 

 

$

 

 

$

 

 

$

199,740

 

 

$

239,521

 

2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-lived assets

 

$

91,841

 

 

$

 

 

$

 

 

$

91,841

 

 

$

174,529

 

   Fair Value Measurements at Reporting Date Using  
 Total 
Quoted Prices in Active
Markets
for Identical
Assets (Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 Total Losses
2016:         
Long-lived assets$46,200
 $
 $
 $46,200
 $116,822
          
2015:         
Long-lived assets$125,000
 $
 $
 $125,000
 $104,900

Long-lived Assets Measured at Fair Value in 2016

2019

During the year ended December 31, 2016,2019, the Company recognized impairments of real estate of $116,822 when it wrote down nine$ 239,521 related to 6 malls an associated center, aand 1 community center, three office buildings and three outparcels to their estimated fair values.center. The Properties arewere classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 1112for segment information.


Impairment

Date

 

Property

 

Location

 

Segment

Classification

 

Loss on

Impairment

 

 

Fair

Value

 

 

March

 

Greenbrier Mall (1)

 

Chesapeake, VA

 

Malls

 

$

22,770

 

 

$

56,300

 

 

March/April

 

Honey Creek Mall (2)

 

Terre Haute, IN

 

Malls

 

 

2,045

 

 

 

 

 

June

 

The Forum at Grandview (3)

 

Madison, MS

 

All Other

 

 

8,582

 

 

 

 

 

June

 

EastGate Mall (4)

 

Cincinnati, OH

 

Malls

 

 

33,265

 

 

 

25,100

 

 

September

 

Mid Rivers Mall (5)

 

St. Peters, MO

 

Malls

 

 

83,621

 

 

 

53,340

 

 

September

 

Laurel Park Place (6)

 

Livonia, MI

 

Malls

 

 

52,067

 

 

 

26,000

 

 

December

 

Park Plaza Mall (7)

 

Little Rock, AR

 

Malls

 

 

37,400

 

 

 

39,000

 

 

January/March

 

Other adjustments (8)

 

Various

 

Malls

 

 

( 229

)

 

 

 

 

 

 

 

 

 

 

 

 

$

239,521

 

 

$

199,740

 

 

Impairment
Date
 Property Location Segment
Classification
 Loss on
Impairment
 
Fair
Value
(1)
September 
Randolph Mall, Regency Mall
& Walnut Square
(2)
 Asheboro, NC; Racine, WI & Dalton, GA Malls $43,144
 $
September 
One Oyster Point & Two Oyster Point (3)
 Newport News, VA All Other 3,844
 6,000
September 
Oak Branch Business Center (4)
 Greensboro, NC All Other 100
 
September 
Cobblestone Village at Palm Coast (5)
 Palm Coast, FL Community Centers 6,448
 
June 
The Lakes Mall & Fashion Square (6)
 Muskegon, MI & Saginaw, MI Malls 32,096
 
June 
Wausau Center (7)
 Wausau, WI Malls 10,738
 11,000
March 
Bonita Lakes Mall & Crossing (8)
 Meridian, MS Malls/Associated Centers 5,323
 
March 
Midland Mall (9)
 Midland, MI Malls 4,681
 29,200
March 
River Ridge Mall (10)
 Lynchburg, VA Malls 9,594
 
        $115,968
 $46,200

(1)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.5% and a discount rate of 11.5%.

(1)

(2)

During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $ 14,360 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019. See Note 6 for additional information.

(3)

The Company adjusted the book value to the net sales price of $ 31,559 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The property was sold in July 2019. See Note 6 for additional information.

(4)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 25,100. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.0%.

(5)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 53,340. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Mid Rivers Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 12.5% and a discount rate of 13.25%.

(6)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 26,000. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.5% and a discount rate of 14.0%.

(7)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 39,000. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Park Plaza Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.0% and a discount rate of 14.0%.

(8)

Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.

Long-lived Assets Measured at Fair Value in 2018

During the year ended December 31, 2018, the Company recognized impairments of real estate of $ 174,529 primarily related to 5 malls and undeveloped land. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 12for segment information.

Impairment

Date

 

Property

 

Location

 

Segment

Classification

 

Loss on

Impairment

 

 

Fair

Value

 

 

March

 

Janesville Mall (1)

 

Janesville, WI

 

Malls

 

$

18,061

 

 

$

 

(2)

June/December

 

Cary Towne Center (3)

 

Cary, NC

 

Malls

 

 

54,678

 

 

 

30,971

 

 

September

 

Vacant land (4)

 

D'Iberville, MS

 

All Other

 

 

14,598

 

 

 

8,100

 

 

December

 

Acadiana Mall - Macy's & vacant land (5)

 

Lafayette, LA

 

Malls/All Other

 

 

1,593

 

 

 

3,920

 

 

December

 

Eastland Mall (6)

 

Bloomington, IL

 

Malls

 

 

36,525

 

 

 

26,450

 

 

December

 

Honey Creek Mall (7)

 

Terre Haute, IN

 

Malls

 

 

48,640

 

 

 

16,400

 

 

December

 

Vacant land (8)

 

Port Orange, FL

 

All Other

 

 

434

 

 

 

6,000

 

 

 

 

 

 

 

 

 

 

$

174,529

 

 

$

91,841

 

 


(1)

The Company adjusted the book value of the mall to the net sales price of $ 17,640 in a signed contract with a third-party buyer, adjusted for disposition costs. The mall was sold in July 2018. See Note 6 for additional information.

(2)

The long-lived asset is measured at fair value andwas not included in Net Investment in Real Estate Assets in the Company's consolidated balance sheets at December 31, 2016.2018 as the Company no longer had an interest in the property.

(3)

In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matured on the date the IKEA contract terminated if that date was prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, a capitalization rate of 12.0% and a discount rate of 13%. In December 2018, the Company adjusted the book value of the property to the net sales price of $ 30,971 based on a signed contract with a third-party buyer. The property sold in January 2019. See Note 8 for information related to the mortgage loan.

(2)

(4)

The

In accordance with the Company's quarterly impairment review process, the Company wrote down the book valuesvalue of land to its estimated value of $ 8,100. The Company evaluated comparable land parcel transactions and determined that $ 8,100 was the land's estimated fair value.

(5)

The Company adjusted the book value of the three mallsanchor parcel and the vacant land to their estimated fair value of $31,318 and recorded a loss on impairment of $43,294 in the third quarter of 2016 based upon anet sales price of $32,250$ 3,920 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The Company reduced the loss on impairment in the fourth quarter of 2016 by $150 to reflect actual closing costs. The revenues of the malls accounted for approximately 1.5% of total consolidated revenues for the trailing twelve months ended September 30, 2016. The malls wereproperty was sold in December 2016.January 2019.

(6)

(3)

In accordance with the Company's quarterly impairment review process, the Company recorded impairment to writewrote down the depreciated book value of two office buildings to their estimated fair value as a result of a change in the expected holding period to a range of 1 to 2 years. Other factors used in the discounted cash flow analysis included a capitalization rate of 8.0%, a discount rate of 10.0% and estimated selling costs of 2.0%. The office buildings are classified as held for sale as of December 31, 2016. The revenues of the office buildings accounted for approximately 0.3% of total consolidated revenues for the year ended December 31, 2016. The office buildings were sold subsequent to December 31, 2016. See Note 4 and Note 19 for more information.

(4)
The office building was sold in September 2016. A loss on impairment of $122 was recorded in the third quarter of 2016 to adjust the book value to its estimated value based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The loss on impairment was reduced by $22 in the fourth quarter of 2016 to reflect actual closing costs. See Note 4 for more information.
(5)
In accordance with the Company's quarterly impairment review process, the Company recorded a loss on impairment of $6,298 in the third quarter of 2016 based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. Other factors used in the discounted cash flow analysis included a capitalization rate of 9.0%, a discount rate of 10.75% and estimated selling costs of 2.0%. The revenue of the community center accounted for approximately 0.1% of total consolidated revenues for the trailing twelve months ended September 30, 2016. An additional impairment loss of $150 was recognized in the fourth quarter of 2016 for an adjustment to the sales price when the sale closed in December 2016. See Note 4.



(6)
The Company adjusted the book value of the malls to their estimated fair value of $65,447 based upon the sales price of $66,500 in the signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The revenues of The Lakes Mall and Fashion Square accounted for approximately 1.6% of total consolidated revenues for the trailing twelve months ended June 30, 2016. These Properties were sold in July 2016. See Note 4 for additional information.
(7)
In accordance with the Company's quarterly impairment review process, the Company recorded impairment to write down the depreciated book value of the mall to its estimated fair value. After evaluating redevelopment options, the Company determined that an appropriate risk-adjusted return was not achievable and reduced its holding period.value of $ 26,450. The mall is encumbered byhad experienced a non-recourse loandeterioration in cash flows as a result of the downturn of the economy in its market area and four vacant anchors with a balance of $17,689 as of December 31, 2016 and has experienced declining sales and the loss of twono active prospects to replace these anchor stores. The revenues of Wausau Center accounted for approximately 0.3% of total consolidated revenues for the year ended December 31, 2016. The Company notified the lender that it would not make its scheduled July 1, 2016 debt payment and the mall is in foreclosure. See Note 6. With the assistance of a third-party appraiser, managementManagement determined the fair value of Wausau CenterEastland Mall using a discounted cash flow methodology. The discount cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 15.0% and a discount rate of 17.0%.

(7)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 16,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Additionally, two anchors were vacant as of December 31, 2018, and a third anchor announced during the fourth quarter of 2018 that it would be closing during the first quarter of 2019. Management determined the fair value of Honey Creek Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.25%,18.0% and a discount rate of 13.0% and estimated selling costs of 4.0%20.0%. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management's estimates of future possible outcomes.

(8)

(8)

The Company adjusted the book value of Bonita Lakes Mallthe land contributed to a joint venture to its agreed upon fair value based on the joint venture agreement with its partner, Continental 425 Fund LLC. See Note 7for more information.

Long-lived Assets Measured at Fair Value in 2017:

During the year ended December 31, 2017, the Company recognized impairments of real estate of $ 71,401 primarily related to 2 malls, a parcel project near an outlet center and 1 outparcel. The Properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 12for segment information.

Impairment

Date

 

Property

 

Location

 

Segment

Classification

 

Loss on

Impairment

 

 

Fair

Value

 

 

March

 

Vacant land (1)

 

Woodstock, GA

 

Malls

 

$

3,147

 

 

$

 

(2)

June

 

Acadiana Mall (3)

 

Lafayette, LA

 

Malls

 

 

43,007

 

 

 

67,300

 

 

June / September

 

Prior period sales adjustments (4)

 

Various

 

Malls/All Other

 

 

606

 

 

 

 

(2)

September

 

Hickory Point Mall (5)

 

Forsyth, IL

 

Malls

 

 

24,525

 

 

 

14,050

 

 

 

 

 

 

 

 

 

 

$

71,285

 

 

$

81,350

 

 

(1)

The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests to a fair value of $ 1,000. In conjunction with the divestiture and Bonita Lakes Crossing ("Bonita Lakes")assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner.

(2)

The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2017 as the Company no longer had an interest in the property.

(3)

In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of the mall to its estimated fair value of $27,440, which represented$ 67,300. The mall had experienced declining tenant sales and cash flows as a result of the contractual sales pricedownturn of $27,910 with a third party buyer, adjusted to reflect estimated disposition costs. The revenues of Bonita Lakes accounted for approximately 0.7% of total consolidated revenues for the trailing twelve months ended March 31, 2016. See Note 4 for further information on the sale that closedeconomy in its market area and an anchor announced in the second quarter of 2016.

(9)
The Company wrote down2017 that it would close its store later in 2017. Management determined the mall to its estimated fair value. The fair value analysis usedof Acadiana Mall using a discounted cash flow methodology withmethodology. The discounted cash flow used assumptions including a 10-year holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 9.75%,15.5% and a discount rate of 11.5% and15.75%.

(4)

Relates to true-ups of estimated selling costs of 2.0%. Theexpenses to actual expenses for properties sold in prior periods.

(5)

In accordance with the Company's quarterly impairment review process, the Company notified the lender that it would not pay off the loan that was scheduled to mature in August 2016 and the mall went into receivership in September 2016. See Note 6. The revenues of Midland Mall accounted for approximately 0.6% of total consolidated revenues for the year ended December 31, 2016. The mall was returned to the lender subsequent to December 31, 2016 as the foreclosure process was complete. See Note 19 for further information.

(10)
The Company sold a 75% interest in its wholly owned investment in River Ridge Mall to a newly formed joint venture in March 2016 and recognized a loss on impairment of $9,510 in the first quarter of 2016 when it adjustedwrote down the book value of the mall to its estimated net sales price based uponfair value of $ 14,050. The mall had experienced decreased occupancy and cash flows as a contractresult of the downturn of the economy in its market area. Management determined the fair value of Hickory Point Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a third party buyer, adjusted to reflect estimated disposition costs. The impairment loss includessale at the end of the holding period, a $2,100 reserve forcapitalization rate of 18.0% and a roof and electrical work that the Company must fund in the future. An additional loss on impairmentdiscount rate of $84 was recognized in the fourth quarter of 2016 to reflect actual closing costs. The revenues of River Ridge Mall accounted for approximately 0.6% of total consolidated revenues for the trailing twelve months ended March 31, 2016. The Company's investment in River Ridge is included in Investments in Unconsolidated Affiliates on the Company's consolidated balance sheets at December 31, 2016. See Note 5 for further information.    
19.0%.

Other Impairment Loss in 2016

2017

During the year ended December 31, 2016,2017, the Company recorded impairments of $854$ 116 related to the salessale of three outparcels. These outparcels1 outparcel. Outparcels are classified for segment reporting purposes in the All Other category. See Note 1112for segment information.

Long-lived Assets Measured at Fair Value in 2015
During the year ended December 31, 2015, the Company wrote down four properties to their estimated fair values. These Properties were Chesterfield Mall, Mayfaire Community Center, Chapel Hill Crossing and Madison Square. Of these four Properties, all but Chesterfield Mall were disposed of as of December 31, 2015 as described below.
In accordance with the Company's quarterly impairment review process, the Company recorded impairments of real estate of $99,969 in the fourth quarter of 2015 related to Chesterfield Mall, located in Chesterfield, MO, to write-down the depreciated book value to its estimated fair value of $125,000 as of December 31, 2015. The mall had experienced declining cash flows as competition from several new outlet shopping centers in the area impacted its sales. The fair value analysis for Chesterfield Mall as of December 31, 2015 used assumptions including an 11-year holding period with a sale at the end of the holding period, a capitalization rate of 8.25% and a discount rate of 8.25%. The revenues of Chesterfield Mall accounted for approximately 1.5% of total consolidated revenues for the year ended December 31, 2015. The mall is in foreclosure, which is expected to be complete in early 2017. See Note 6.
The Company wrote down the book values of Chapel Hill Crossing and Mayfaire Community Center to their net sales prices and recognized a non-cash impairment of real estate of $1,914 and $397, respectively, in the fourth quarter of 2015. Chapel Hill Crossing, an associated center located in Akron, OH was sold for $2,300 and Mayfaire Community Center located in Wilmington, NC was sold for $56,300. See Note 4 for additional information related to these sales.
The Company also recognized impairment of real estate of $2,620 in the second quarter of 2015 when it adjusted the book value of Madison Square, a mall located in Huntsville, AL, to its net sales price of $5,000 based on its sale in April 2015. See Note 4 for further information on this sale.



Other Impairment Loss in 2015
During 2015, the Company recorded an impairment of real estate of $161 related to the sale of a building at a formerly owned mall for total net proceeds after sales costs of $750, which was less than its carrying amount of $911. The Company also recognized $884 of impairment from the sale of two outparcels.
Long-lived Assets Measured at Fair Value in 2014
During the year ended December 31, 2014, the Company wrote down three properties to their estimated fair values. These properties were Chapel Hill Mall, Lakeshore Mall and Pemberton Plaza. All three of these properties were disposed of as of December 31, 2014 as described below.
In accordance with the Company's quarterly impairment review process, the Company recorded impairments of real estate of $12,050 in the first quarter of 2014 related to Chapel Hill Mall, located in Akron, OH, to write-down the depreciated book value to its estimated fair value of $53,348 as of March 31, 2014. The mall had experienced declining cash flows which were insufficient to cover the debt service on the mortgage secured by the property and the non-recourse loan was in default. The revenues of Chapel Hill Mall accounted for approximately 0.4% of total consolidated revenues for the year ended December 31, 2014. In the third quarter of 2014, the Company conveyed Chapel Hill Mall to the lender by a deed-in-lieu of foreclosure.
The Company recognized impairment of real estate of $5,100 in the first quarter of 2014 when it adjusted the book value of Lakeshore Mall, located in Sebring, FL, 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. The revenues of Lakeshore Mall accounted for approximately 0.2% of total consolidated revenues for the year ended December 31, 2014.
In the third quarter of 2014, the Company recognized an impairment loss of $497 to write down the book value of Pemberton Plaza, a community center located in Vicksburg, MS, to its sales price. The revenues of Pemberton Plaza accounted for approximately 0.0% of total consolidated revenues for the year ended December 31, 2014.
Other Impairment Loss in 2014
During 2014, the Company recorded an impairment of real estate of $105 related to the sale an outparcel for total net proceeds after sales costs of $176, which was less than its total carrying amount of $281.

NOTE 16.17. SHARE-BASED COMPENSATION

As of December 31, 2016,2019, there were twowas 1 share-based compensation plansplan under which the Company has outstanding awards, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan") and CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan ("the 1993 Plan"). The Company can only make new awards under the 2012 Plan,, which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. The Company did not issue any new awards under the 1993 Plan, which was approved by the Company's shareholders in May 2003, between the adoption of the 2012 Plan to replace the 1993 Plan in May 2012 and the termination of the 1993 Plan (as to new awards) on May 5, 2013. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plans.plan.  The Compensation Committee of the Board of Directors (the “Committee”) administers the plans.

2012 Plan.

In accordance with the provisions of ASU 2016-09, which are designed to simplify the accounting for share-based payments transactions, the Company elected to account for forfeitures of share-based payments as they occur rather than continuing to estimate them in advance.

Restricted Stock Awards

Under the plans,2012 Plan, common stock may be awarded either alone, in addition to, or in tandem with other granted stock awards granted under the plans.awards. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant or in equal installments over a period of five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term.  The Committee may also provide for the issuance of common stock under the plans2012 Plan on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the plans2012 Plan is determined based on the market price of CBL’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis. 



The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

The share-based compensation cost related to the restricted stock awards was $4,681, $4,287$ 3,396, $ 3,744 and $3,442$ 3,907 for 2016, 20152019, 2018 and 2014,2017, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. Share-based compensation cost capitalized as part of real estate assets was $351, $274$ 66, $ 287 and $268$ 405 in 2016, 20152019, 2018 and 2014,2017, respectively. 

A summary of the status of the Company’s nonvested restricted stock awards as of December 31, 2016,2019, and changes during the year ended December 31, 2016,2019, is presented below:

 

 

Shares

 

 

Weighted-

Average

Grant-Date

Fair Value

 

Nonvested at January 1, 2019

 

 

875,497

 

 

$

7.99

 

Granted

 

 

889,811

 

 

$

2.20

 

Vested

 

 

( 780,888

)

 

$

4.95

 

Forfeited

 

 

( 12,574

)

 

$

5.87

 

Nonvested at December 31, 2019

 

 

971,846

 

 

$

5.16

 

 Shares 
Weighted-
Average
Grant-Date
Fair Value
Nonvested at January 1, 2016533,404
 $19.19
Granted319,660
 $10.02
Vested(238,822) $16.57
Forfeited(12,080) $16.76
Nonvested at December 31, 2016602,162
 $15.41

The weighted-average grant-date fair value of shares granted during 2016, 20152019, 2018 and 20142017 was $10.02, $20.30$ 2.20, $ 4.55 and $17.11,$ 10.75, respectively. The total fair value of shares vested during 2016, 20152019, 2018 and 20142017 was $2,605, $4,298$ 3,869, $ 2,189 and $3,484,$ 2,791, respectively. 

As of December 31, 2016,2019, there was $6,794$ 2,950 of total unrecognized compensation cost related to nonvested stock awards granted under the plans,2012 Plan, which is expected to be recognized over a weighted-average period of 2.72.4 years.

Long-Term Incentive Program

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined, for awards granted in 2017 and prior years, based on the Company's


achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts (“ NAREIT ”) Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Beginning with the PSU awards granted under the LTIP in 2018, two-thirds of the quantitative portion of the award over the performance period is based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third is based on the achievement of absolute TSR metrics for the Company.

In February 2020, the 2012 Plan was amended to remove the annual equity grant limit of 200,000 shares for awards to any one individual (the “Section 162(m) Grant Limit”), originally included to achieve compliance with the “qualified performance-based compensation” exception to the deduction limits for certain executive compensation under Section 162(m) of the Internal Revenue Code, which no longer served its intended purpose after this exception was repealed by the 2017 tax reform legislation  Prior to this amendment, PSU awards granted under the LTIP in 2018 and 2019 provided that, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed the Section 162(m) Grant Limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. PSU awards granted in 2020, following repeal of the Section 162(m) Grant Limit, included the addition of a similar provision to maintain compliance with annual equity grant limits incorporated in Section 312.03(b) of the New York Stock Exchange Listed Company Manual, which limits the number of shares subject to stock awards granted to a named executive officer in a given year without additional shareholder approval to one percent ( 1%) of the total number of outstanding shares of the Company’s common stock (the “NYSE Annual Grant Limit”). Any portion of the value of the PSUs granted in 2018 or 2019 that is earned and payable as a cash bonus due to the Section 162(m) Grant Limit, and any portion of the value of PSUs granted in 2020 or future years that is payable as a cash bonus due to the NYSE Annual Grant Limit, will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs and is not expected to be significant. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

Annual Restricted Stock Awards

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four4 equal annual equal installments.

Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2019 for awards made to named executive officers under the LTIP, is included in the information presented in the table above.

Performance Stock Units

In February 2016, the

The Company granted 282,995the following PSUs at a grant-date fair valuein the first quarter of $4.98 perthe respective years. A summary of PSU (the "2016 PSUs"). In March 2015,activity as of December 31, 2019, and changes during the Company granted 138,680 PSUs at a grant-date fair value of $15.52 per PSU (the "2015 PSUs"). year ended December 31, 2019, is presented below:

 

 

PSUs

 

 

Weighted-Average

Grant Date

Fair Value

 

2017 PSUs granted

 

 

277,376

 

 

$

6.86

 

2018 PSUs granted

 

 

741,977

 

 

$

2.63

 

Forfeited

 

 

( 108,442

)

 

$

4.02

 

Outstanding at January 1, 2019

 

 

910,911

 

 

$

4.67

 

2019 PSUs granted (1)

 

 

1,103,537

 

 

$

2.40

 

2017 PSUs cancelled (2)

 

 

( 247,868

)

 

$

6.76

 

Outstanding at December 31, 2019 (3)

 

 

1,766,580

 

 

$

2.96

 

(1)

Includes 566,862 shares classified as a liability due to the potential cash component described above.

(2)

Based on the Company’s TSR relative to the NAREIT Retail Index for the three-year performance period ended December 31, 2019, NaN of the 2017 PSU were earned as of December 31, 2019.

( 3 )

NaNne of the PSUs outstanding at December 31, 2019 were vested.

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.



Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the 2018 and 2019 PSUs is measured each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the consolidated balance sheet as of December 31, 2019 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2019 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was $ 1,564, $ 1,364 and $ 1,501 in 2019, 2018 and 2017, respectively. Unrecognized compensation costs related to the PSUs was $ 2,374 as of December 31, 2019, which is expected to be recognized over a weighted-average period of 4.0 years.

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the 2016 PSUs, which had a grant date of February 10, 2016:PSUs:

 

 

2019 PSUs

 

 

2018 PSUs

 

Grant date

 

February 11, 2019

 

 

February 12, 2018

 

Fair value per share on valuation date (1)

 

$

4.74

 

 

$

4.76

 

Risk-free interest rate (2)

 

 

2.54

%

 

 

2.36

%

Expected share price volatility (3)

 

 

60.99

%

 

 

42.02

%

  2016 PSUs
Fair value per share on valuation date (1)
 $4.98
Risk-free interest rate (2)
 0.92%
Expected share price volatility (3)
 30.95%

(1)

(1)

The value of the PSU awards areis estimated on the date of grant using a Monte Carlo Simulation model. The valuation consistedconsists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $ 2.45 per share (which relate to relative TSR) and 178,875 shares at a fair value of $ 2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $ 3.13 per share (which relate to relative TSR) and 120,064 shares at a fair value of $ 1.63 per share (which relate to absolute TSR) ..

(2)

(2)

The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, of February 10, 2016 forwhich is the 2016 PSUs.respective grant date listed above.

(3)

(3)

The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs was $1,033 and $624 for the year ended December 31, 2016 and 2015, respectively. Unrecognized compensation costs related to the PSUs was $1,905 as of December 31, 2016. 

NOTE 17.18. EMPLOYEE BENEFIT PLANS

401(k) Plan

The Management Company maintains a 401(k) profit sharing plan, which is qualified under Section 401(a) and Section 401(k) of the Code to cover employees of the Management Company. All employees who have attained the age of 21 and have completed at least 60 days of service are eligible to participate in the plan. The plan provides for employer matching contributions on behalf of each participant equal to 50% of the portion of such participant’s contribution that does not exceed 2.5% of such participant’s compensationannual gross salary for the plan year. Additionally, the Management Company has the discretion to make additional profit-sharing-type contributions not related to participant elective contributions. Total contributions by the Management Company were $987, $997$ 921, $ 1,003 and $928$ 1,034 in 2016, 20152019, 2018 and 2014,2017, respectively. 

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan that allows eligible employees to acquire shares of the Company’s common stock in the open market without incurring brokerage or transaction fees. Under the plan, eligible employees make payroll deductions that are used to purchase shares of the Company’sCBL’s common stock. The shares are purchased at the prevailing market price of the stock at the time of purchase. 

Deferred Compensation Arrangements
The Company has entered into an agreement with an officer that allows the officer to defer receipt of selected salary increases and/or bonus compensation for periods ranging from 5 to 10 years. The deferred compensation arrangement provides that bonus compensation is deferred in the form of a note payable to the officer. Interest accumulates on these notes at 5.0%. When an arrangement terminates, the note payable plus accrued interest is paid to the officer in cash. At December 31, 2016 and 2015, the Company had notes payable, including accrued interest, of $122 and $81, respectively, related to this arrangement. 



NOTE 18.19. QUARTERLY INFORMATION (UNAUDITED)

 Year Ended December 31, 2019

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

Total

 

Total revenues

 

$

198,030

 

 

$

193,377

 

 

$

187,251

 

 

$

190,038

 

 

$

768,696

 

Net income (loss)

 

 

( 46,809

)

 

 

( 29,688

)

 

 

( 92,034

)

 

 

36,810

 

 

 

( 131,721

)

Net income (loss) attributable to the Company

 

 

( 38,976

)

 

 

( 24,177

)

 

 

( 78,893

)

 

 

33,269

 

 

 

( 108,777

)

Net income (loss) attributable to common shareholders

 

 

( 50,199

)

 

 

( 35,400

)

 

 

( 90,116

)

 

 

22,046

 

 

 

( 153,669

)

Basic and diluted per share data attributable to

   common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common

   shareholders

 

$

( 0.29

)

 

$

( 0.20

)

 

$

( 0.52

)

 

$

0.12

 

 

$

( 0.89

)

Year Ended December 31, 2016 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Total (1)
Total revenues $263,078
 $254,965
 $251,721
 $258,493
 $1,028,257
Income from operations (2)
 63,830
 52,056
 36,727
 101,015
 253,628
Net income (3)
 41,892
 73,097
 670
 79,872
 195,531
Net income attributable to the Company 40,074
 62,919
 1,059
 68,830
 172,882
Net income (loss) attributable to common shareholders 28,851
 51,696
 (10,164) 57,607
 127,990
Basic per share data attributable to common shareholders:    
  
  
  
Net income (loss) attributable to common shareholders $0.17
 $0.30
 $(0.06) $0.34
 $0.75
Diluted per share data attributable to common shareholders:    
  
  
  
Net income (loss) attributable to common shareholders $0.17
 $0.30
 $(0.06) $0.34
 $0.75
(1)The sum of quarterly EPS may differ from annual EPS due to rounding.
(2)
Income from operations for the quarters ended March 31, 2016; June 30, 2016; and September 30, 2016

Net loss for the quarter ended March 31, 2019 includes a loss on impairment of $19,685; $43,493; and $53,558 respectively, primarily related to properties which were sold during 2016 (see Note 4 and Note 15).

(3)
Net income for the quarter ended March 31, 2016 includes a gain of $26,395 related to the sale of a 50% interest in Triangle Town Center to a new 10/90 joint venture. Net income for the quarter ended June 30, 2016 includes a gain of $29,267 related to the foreclosure of Gulf Coast Town Center and a gain of $29,437 from the sale of Renaissance Center. The Company's share of the gain is included in Equity in Earnings of Unconsolidated Affiliates in the consolidated statements of operations (see Note 5).

Year Ended December 31, 2015 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Total  (1)
Total revenues $260,909
 $253,843
 $262,636
 $277,630
 $1,055,018
Income from operations (2)
 85,032
 89,858
 94,007
 8,687
 277,584
Net income (loss) (3)
 53,205
 48,331
 44,432
 (26,953) 119,015
Net income (loss) attributable to the Company 46,164
 41,895
 37,569
 (22,257) 103,371
Net income (loss) attributable to common shareholders 34,941
 30,672
 26,346
 (33,480) 58,479
Basic per share data attributable to common shareholders:  
  
  
  
  
Net income (loss) attributable to common shareholders $0.21
 $0.18
 $0.15
 $(0.20) $0.34
Diluted per share data attributable to common shareholders:  
  
  
  
  
Net income (loss) attributable to common shareholders $0.20
 $0.18
 $0.15
 $(0.20) $0.34
(1)The sum of quarterly EPS may differ from annual EPS due to rounding.
(2)
Income from operations for the quarter ended December 31, 2015 includes a $102,280 loss on impairment of real estate primarily related to Chesterfield Mall (see Note 15).
(3)
Income from continuing operations for the quarter ended March 31, 2015 includes $16,560 gain on investment related to the sale of available-for-sale securities (see Note 2) and also includes $14,173 and $14,065 related to gain on sales of real estate assets for the quarters ended June 30, 2015 and December 31, 2015, respectively.

NOTE 19. SUBSEQUENT EVENTS
In January 2017, the Company sold One Oyster Point and Two Oyster Point, two office buildings located in Newport News, VA for an aggregate sales price of $6,250. The Company recognized impairment of real estate assets of $3,844$ 24,825 primarily related to Greenbrier Mall and Honey Creek Mall. Also, included in the third quarter of 2016 when it wrote down the fair value of the office buildings based upon a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. See Note 15 for additional information.
In January 2017, the foreclosure of Midland Mall was complete, and the lender received the deed to the Property in satisfaction of the non-recourse debt, which had a balance of $31,953 as of Decemberended March 31, 2016. The Company expects to record a2019 is gain on extinguishment of debt of approximately $4,088$ 71,722 related to Acadiana Mall and Cary Towne Center, and the accrued maximum expense of $ 88,150 related to the proposed settlement of a class action lawsuit ..

Net loss for the quarter ended June 30, 2019 includes loss on impairment of real estate assets of $ 41,608 primarily related to EastGate Mall and The Forum at Grandview.

Net loss for the quarter ended September 30, 2019 includes loss on impairment of real estate assets of $ 135,688 related to Laurel Park Place and Mid Rivers Mall. Also, included in the first quarter ended September 30, 2019 is gain on deconsolidation of 2017.$ 11,174 related to The Outlet Shoppes at El Paso.

Net income for the quarter ended December 31, 2019 includes loss on impairment of real estate asset of $ 37,400 related to Park Plaza Mall. Also, included in the quarter ended December 31, 2019 is gain on deconsolidation of $ 56,067 related to The Outlet Shoppes at Atlanta.

 Year Ended December 31, 2018

 

First

Quarter

 

 

Second

Quarter

 

 

Third

Quarter

 

 

Fourth

Quarter

 

 

Total

 

Total revenues

 

$

220,200

 

 

$

214,598

 

 

$

206,878

 

 

$

216,881

 

 

$

858,557

 

Net loss

 

 

( 661

)

 

 

( 29,976

)

 

 

( 2,971

)

 

 

( 65,621

)

 

 

( 99,229

)

Net income (loss) attributable to the Company

 

 

903

 

 

 

( 23,797

)

 

 

( 1,367

)

 

 

( 54,307

)

 

 

( 78,568

)

Net loss attributable to common shareholders

 

 

( 10,320

)

 

 

( 35,020

)

 

 

( 12,590

)

 

 

( 65,530

)

 

 

( 123,460

)

Basic and diluted per share data attributable to

   common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common

   shareholders

 

$

( 0.06

)

 

$

( 0.20

)

 

$

( 0.07

)

 

$

( 0.39

)

 

$

( 0.72

)

Net loss for the quarter ended June 30, 2018 includes loss on impairment of real estate assets of $ 51,983 related to Cary Towne Center. Net loss for the quarter ended December 31, 2018 includes loss on impairment of real estate assets of $ 2,693, $ 36,525 and $ 48,640 for Cary Towne Center, Eastland Mall and Honey Creek Mall, respectively (see Note 16).

NOTE 20. SUBSEQUENT EVENTS

In January 2017,2020, the Company retiredused its secured credit facility to retire two operating Property loans with an aggregate principal balance of $55,973 as of December 31, 2016, with borrowings from its unsecured credit facilities. The loanstotaling $ 84,803 that were secured by The Plaza at Fayette in Lexington, KYParkway Place and The Shoppes at St. Clair in Fairview Heights, IL. The loans were scheduled to mature in April 2017.

In February 2017 and March 2017, the Company retired two operating Property loans with an aggregate principal balance of $104,179 as of December 31, 2016 with borrowings from its unsecured credit facilities. The loans were secured by Layton Hills Mall in Layton , UT and Hamilton Corner in Chattanooga, TN. Both loans were scheduled to mature in April 2017.
Valley View Mall.



In January 2017, the Company closed on a sale-leaseback transaction for five Sears department stores and two Sears Auto Centers at several of the Company's malls to control these locations for future redevelopment. The Company acquired the locations for a total consideration of $72,500. Sears will continue to operate the department stores under new 10-year leases. Under the terms of the leases, the Company will receive aggregate initial base rent of approximately $5,075. Sears will be responsible for paying common area maintenance charges, taxes, insurance and utilities under the terms of the leases. The Company will have the right to terminate each Sears' lease at any time (except November through January), with six months advance notice.
Additionally in January 2017, the Company closed on the acquisition of four Macy's stores located at several of the Company's malls for future redevelopment. The Company acquired the locations for $7,000.
In January 2017, the maturity date of the note receivable for $300 between the Company and Horizon Group was extended to July 2017. The note receivable was originally scheduled to mature in January 2017.


Schedule II

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Tenant receivables - allowance for doubtful

   accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

2,337

 

 

$

2,011

 

 

$

1,910

 

Additions in allowance charged to

   expense

 

 

 

 

 

4,817

 

 

 

3,782

 

Bad debts charged against allowance

 

 

( 2,337

)

 

 

( 4,491

)

 

 

( 3,681

)

Balance, end of year

 

$

 

 

$

2,337

 

 

$

2,011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Other receivables - allowance for doubtful

   accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

-

 

 

$

838

 

 

$

838

 

Additions in allowance charged to

   expense

 

 

 

 

 

 

 

 

 

Bad debts charged against allowance

 

 

 

 

 

( 838

)

 

 

 

Balance, end of year

 

$

 

 

$

 

 

$

838

 


 Year Ended December 31,
 2016 2015 2014
Tenant receivables - allowance for doubtful accounts:     
Balance, beginning of year$1,923
 $2,368
 $2,379
Additions in allowance charged to expense4,058
 2,254
 2,643
Bad debts charged against allowance(4,071) (2,699) (2,654)
Balance, end of year$1,910
 $1,923
 $2,368
      
 Year Ended December 31,
 2016 2015 2014
Other receivables - allowance for doubtful accounts:     
Balance, beginning of year$1,276
 $1,285
 $1,241
Additions in allowance charged to expense
 277
 3,689
Bad debts charged against allowance(438) (286) (3,645)
Balance, end of year$838
 $1,276
 $1,285




Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2016

2019

(In thousands)

 

 

 

 

 

 

Initial Cost (1)

 

 

 

 

 

 

 

 

 

 

Gross Amounts at Which Carried at Close of Period

 

 

 

Description /Location

 

Encumbrances

(2)

 

 

Land

 

 

Buildings

and

Improvements

 

 

Costs

Capitalized

Subsequent to

Acquisition

 

 

Sales of

Outparcel

Land

 

 

Land

 

 

Buildings

and

Improvements

 

 

Total (3)

 

 

Accumulated

Depreciation

(4)

 

 

Date of

Construction

/ Acquisition

MALLS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alamance Crossing, Burlington, NC

 

$

44,538

 

 

$

20,853

 

 

$

62,852

 

 

$

40,302

 

 

$

( 3,373

)

 

$

17,481

 

 

$

103,153

 

 

$

120,634

 

 

$

( 40,407

)

 

2007

Arbor Place, Douglasville, GA

 

 

106,851

 

 

 

8,508

 

 

 

95,088

 

 

 

27,558

 

 

 

 

 

 

8,508

 

 

 

122,646

 

 

 

131,154

 

 

 

( 72,541

)

 

1998-1999

Asheville Mall, Asheville, NC

 

 

63,949

 

 

 

7,139

 

 

 

58,386

 

 

 

65,472

 

 

 

( 805

)

 

 

6,334

 

 

 

123,858

 

 

 

130,192

 

 

 

( 63,033

)

 

1998

Brookfield Square, Brookfield, WI

 

 

29,400

 

 

 

8,996

 

 

 

78,533

 

 

 

110,322

 

 

 

( 4,789

)

 

 

20,621

 

 

 

172,441

 

 

 

193,062

 

 

 

( 75,250

)

 

2001

Burnsville Center, Burnsville, MN

 

 

64,867

 

 

 

12,804

 

 

 

71,748

 

 

 

58,303

 

 

 

( 1,157

)

 

 

16,102

 

 

 

125,596

 

 

 

141,698

 

 

 

( 68,217

)

 

1998

Cherryvale Mall, Rockford, IL

 

 

 

(5)

 

11,892

 

 

 

64,117

 

 

 

55,416

 

 

 

( 1,667

)

 

 

11,608

 

 

 

118,150

 

 

 

129,758

 

 

 

( 57,135

)

 

2001

Cross Creek Mall, Fayetteville, NC

 

 

111,293

 

 

 

19,155

 

 

 

104,378

 

 

 

48,372

 

 

 

 

 

 

31,539

 

 

 

140,366

 

 

 

171,905

 

 

 

( 64,930

)

 

2003

Dakota Square Mall, Minot, ND

 

 

 

 

 

4,552

 

 

 

87,625

 

 

 

34,807

 

 

 

 

 

 

4,473

 

 

 

122,511

 

 

 

126,984

 

 

 

( 28,932

)

 

2012

East Towne Mall, Madison, WI

 

 

 

(5)

 

4,496

 

 

 

63,867

 

 

 

71,529

 

 

 

( 909

)

 

 

4,387

 

 

 

134,596

 

 

 

138,983

 

 

 

( 57,930

)

 

2002

Eastland Mall, Bloomington, IL

 

 

 

 

 

5,746

 

 

 

75,893

 

 

 

( 54,106

)

 

 

( 753

)

 

 

3,150

 

 

 

23,630

 

 

 

26,780

 

 

 

( 1,447

)

 

2005

Eastgate Mall, Cincinnati, OH

 

 

32,386

 

 

 

13,046

 

 

 

44,949

 

 

 

( 31,293

)

 

 

( 1,017

)

 

 

4,959

 

 

 

20,726

 

 

 

25,685

 

 

 

( 933

)

 

2001

Fayette Mall, Lexington, KY

 

 

146,857

 

 

 

25,205

 

 

 

84,256

 

 

 

107,733

 

 

 

 

 

 

25,205

 

 

 

191,989

 

 

 

217,194

 

 

 

( 73,198

)

 

2001

Frontier Mall, Cheyenne, WY

 

 

 

(5)

 

2,681

 

 

 

15,858

 

 

 

23,037

 

 

 

( 83

)

 

 

2,598

 

 

 

38,895

 

 

 

41,493

 

 

 

( 27,675

)

 

1984-1985

Greenbriar Mall, Chesapeake, VA

 

 

64,801

 

 

 

3,181

 

 

 

107,355

 

 

 

( 54,284

)

 

 

( 626

)

 

 

2,555

 

 

 

53,071

 

 

 

55,626

 

 

 

( 2,216

)

 

2004

Hamilton Place, Chattanooga, TN

 

 

100,456

 

 

 

3,532

 

 

 

42,619

 

 

 

73,328

 

 

 

( 2,384

)

 

 

6,542

 

 

 

110,553

 

 

 

117,095

 

 

 

( 64,774

)

 

1986-1987

Hanes Mall, Winston-Salem, NC

 

 

 

(5)

 

17,176

 

 

 

133,376

 

 

 

54,422

 

 

 

( 1,767

)

 

 

17,810

 

 

 

185,397

 

 

 

203,207

 

 

 

( 87,926

)

 

2001

Harford Mall, Bel Air, MD

 

 

 

 

 

8,699

 

 

 

45,704

 

 

 

21,527

 

 

 

 

 

 

8,699

 

 

 

67,231

 

 

 

75,930

 

 

 

( 31,296

)

 

2003

Hickory Point, (Forsyth) Decatur, IL

 

 

27,385

 

 

 

10,731

 

 

 

31,728

 

 

 

( 25,496

)

 

 

( 336

)

 

 

4,711

 

 

 

11,916

 

 

 

16,627

 

 

 

( 1,945

)

 

2005

Imperial Valley Mall, El Centro, CA

 

 

 

(5)

 

35,378

 

 

 

71,753

 

 

 

8,719

 

 

 

 

 

 

40,579

 

 

 

75,271

 

 

 

115,850

 

 

 

( 17,741

)

 

2012

Jefferson Mall, Louisville, KY

 

 

61,943

 

 

 

13,125

 

 

 

40,234

 

 

 

45,403

 

 

 

( 521

)

 

 

17,850

 

 

 

80,391

 

 

 

98,241

 

 

 

( 39,864

)

 

2001

Kirkwood Mall, Bismarck, ND

 

 

 

(5)

 

3,368

 

 

 

118,945

 

 

 

26,968

 

 

 

 

 

 

3,448

 

 

 

145,833

 

 

 

149,281

 

 

 

( 31,568

)

 

2012

Laurel Park, Livonia, MI

 

 

 

 

 

13,289

 

 

 

92,579

 

 

 

( 79,509

)

 

 

 

 

 

7,500

 

 

 

18,859

 

 

 

26,359

 

 

 

( 298

)

 

2005

Layton Hills Mall, Layton, UT

 

 

 

(5)

 

20,464

 

 

 

99,836

 

 

 

( 4,303

)

 

 

( 464

)

 

 

13,761

 

 

 

101,772

 

 

 

115,533

 

 

 

( 39,776

)

 

2005

Mall Del Norte, Laredo, TX

 

 

 

(5)

 

21,734

 

 

 

142,049

 

 

 

54,029

 

 

 

( 149

)

 

 

21,667

 

 

 

195,996

 

 

 

217,663

 

 

 

( 92,881

)

 

2004





    
Initial Cost (1)
     Gross Amounts at Which Carried at Close of Period  
Description /Location 
Encumbrances (2)
 Land Buildings and Improvements 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 Land Buildings and Improvements 
Total (3)
 
Accumulated Depreciation (4)
 
 Date of Construction
 / Acquisition
 MALLS:                    
 Acadiana Mall, Lafayette, LA $125,829
 $22,511
 $145,769
 $11,174
 $
 $19,919
 $159,535
 $179,454
 $(70,172) 2005
 Alamance Crossing, Burlington, NC 47,160
 20,853
 63,105
 40,214
 (2,803) 18,050
 103,319
 121,369
 (30,642) 2007
 Arbor Place, Atlanta (Douglasville), GA 113,574
 7,862
 95,330
 27,305
 
 7,862
 122,635
 130,497
 (61,490) 1998-1999
 Asheville Mall, Asheville, NC 69,722
 7,139
 58,747
 56,912
 (805) 6,334
 115,659
 121,993
 (51,150) 1998
 Brookfield Square, Brookfield, WI 
 8,996
 84,250
 55,700
 (18) 9,170
 139,758
 148,928
 (62,415) 2001
 Burnsville Center, Burnsville, MN 71,785
 12,804
 71,355
 59,475
 (1,157) 16,102
 126,375
 142,477
 (56,832) 1998
 Cary Towne Center, Cary, NC 46,716
 23,688
 74,432
 32,675
 
 24,949
 105,846
 130,795
 (40,748) 2001
 CherryVale Mall, Rockford, IL 
 11,892
 63,973
 57,704
 (1,667) 11,608
 120,294
 131,902
 (47,789) 2001
 Chesterfield Mall, Chesterfield, MO 140,000
 11,083
 282,140
 (173,528) 
 11,083
 108,612
 119,695
 (5,246) 2007
 College Square, Morristown, TN 
 2,954
 17,787
 33,393
 (88) 2,866
 51,180
 54,046
 (23,212) 1987-1988
 Cross Creek Mall, Fayetteville, NC 123,398
 19,155
 104,353
 36,094
 
 20,169
 139,433
 159,602
 (48,554) 2003
 Dakota Square Mall, Minot, ND 
 4,552
 87,625
 25,253
 
 4,552
 112,878
 117,430
 (15,305) 2012
 Eastland Mall, Bloomington, IL 
 5,746
 75,893
 6,875
 (753) 5,304
 82,457
 87,761
 (31,211) 2005
 East Towne Mall, Madison, WI 
 4,496
 63,867
 50,590
 (715) 3,781
 114,457
 118,238
 (45,830) 2002
 EastGate Mall, Cincinnati, OH 37,123
 13,046
 44,949
 28,553
 (1,017) 12,029
 73,502
 85,531
 (28,211) 2001
 Fayette Mall, Lexington, KY 162,240
 25,205
 84,256
 106,369
 
 25,205
 190,625
 215,830
 (56,800) 2001
 Frontier Mall, Cheyenne, WY 
 2,681
 15,858
 21,925
 (80) 2,601
 37,783
 40,384
 (23,211) 1984-1985
 Foothills Mall, Maryville, TN 
 6,376
 27,376
 11,773
 
 6,392
 39,133
 45,525
 (26,604) 1996
 Greenbrier Mall, Chesapeake, VA 70,801
 3,181
 107,355
 14,121
 (626) 2,555
 121,476
 124,031
 (40,768) 2004
 Hamilton Place, Chattanooga, TN 106,138
 3,532
 42,623
 45,422
 (441) 4,034
 87,102
 91,136
 (50,871) 1986-1987
 Hanes Mall, Winston-Salem, NC 146,268
 17,176
 133,376
 53,563
 (948) 18,629
 184,538
 203,167
 (73,315) 2001
 Harford Mall, Bel Air, MD 
 8,699
 45,704
 23,104
 
 8,699
 68,808
 77,507
 (25,954) 2003
 Hickory Point Mall, Forsyth, IL 27,446
 10,731
 31,728
 17,036
 (293) 10,021
 48,763
 58,784
 (18,837) 2005
 Honey Creek Mall, Terre Haute, IN 26,700
 3,108
 83,358
 18,968
 
 3,108
 102,326
 105,434
 (34,643) 2004
 Imperial Valley Mall, El Centro, CA 
 35,378
 70,549
 3,778
 
 35,378
 74,327
 109,705
 (10,135) 2012
 Janesville Mall, Janesville, WI 
 8,074
 26,009
 21,659
 
 8,074
 47,668
 55,742
 (18,249) 1998
 Jefferson Mall, Louisville, KY 66,051
 13,125
 40,234
 28,898
 (521) 12,604
 69,132
 81,736
 (27,268) 2001
 Kirkwood Mall, Bismarck, ND 37,984
 3,368
 118,945
 20,767
 
 3,368
 139,712
 143,080
 (16,009) 2012
 Laurel Park Place, Livonia, MI 
 13,289
 92,579
 19,562
 
 13,289
 112,141
 125,430
 (43,350) 2005
 Layton Hills Mall, Layton, UT 89,921
 20,464
 99,836
 10,683
 (340) 20,124
 110,519
 130,643
 (37,440) 2005
 Mall del Norte, Laredo, TX 
 21,734
 142,049
 53,239
 
 21,734
 195,288
 217,022
 (78,157) 2004

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2016

2019

(In thousands)

 

 

 

 

 

 

Initial Cost (1)

 

 

 

 

 

 

 

 

 

 

Gross Amounts at Which Carried at Close of Period

 

 

 

Description /Location

 

Encumbrances

(2)

 

 

Land

 

 

Buildings

and

Improvements

 

 

Costs

Capitalized

Subsequent to

Acquisition

 

 

Sales of

Outparcel

Land

 

 

Land

 

 

Buildings

and

Improvements

 

 

Total (3)

 

 

Accumulated

Depreciation

(4)

 

 

Date of

Construction

/ Acquisition

Mayfaire Town Center, Wilmington, NC

 

 

 

(5)

 

26,333

 

 

 

101,087

 

 

 

18,065

 

 

 

 

 

 

26,443

 

 

 

119,042

 

 

 

145,485

 

 

 

( 16,254

)

 

2015

Meridian Mall, Lansing, MI

 

 

 

 

 

2,797

 

 

 

103,678

 

 

 

69,755

 

 

 

 

 

 

4,501

 

 

 

171,729

 

 

 

176,230

 

 

 

( 89,929

)

 

1998

Mid Rivers Mall, St. Peters, MO

 

 

 

 

 

16,384

 

 

 

170,582

 

 

 

( 130,301

)

 

 

( 4,174

)

 

 

11,840

 

 

 

40,651

 

 

 

52,491

 

 

 

( 506

)

 

2007

Monroeville Mall, Pittsburgh, PA

 

 

 

 

 

22,911

 

 

 

177,214

 

 

 

78,513

 

 

 

 

 

 

25,432

 

 

 

253,206

 

 

 

278,638

 

 

 

( 104,515

)

 

2004

Northgate Mall, Chattanooga, TN

 

 

 

(5)

 

2,330

 

 

 

8,960

 

 

 

26,366

 

 

 

( 492

)

 

 

3,000

 

 

 

34,164

 

 

 

37,164

 

 

 

( 13,828

)

 

2011

Northpark Mall, Joplin, MO

 

 

 

 

 

9,977

 

 

 

65,481

 

 

 

44,195

 

 

 

 

 

 

11,071

 

 

 

108,582

 

 

 

119,653

 

 

 

( 52,065

)

 

2004

Northwoods Mall, Charleston, SC

 

 

63,772

 

 

 

14,867

 

 

 

49,647

 

 

 

29,887

 

 

 

( 2,339

)

 

 

12,528

 

 

 

79,534

 

 

 

92,062

 

 

 

( 36,119

)

 

2001

Old Hickory Mall, Jackson, TN

 

 

 

 

 

15,527

 

 

 

29,413

 

 

 

8,434

 

 

 

 

 

 

15,531

 

 

 

37,843

 

 

 

53,374

 

 

 

( 19,138

)

 

2001

The Outlet Shoppes Gettysburg, Gettysburg, PA

 

 

37,140

 

 

 

20,779

 

 

 

22,180

 

 

 

3,057

 

 

 

 

 

 

21,032

 

 

 

24,984

 

 

 

46,016

 

 

 

( 6,882

)

 

2012

The Outlet Shoppes at Laredo, Laredo, TX

 

 

41,950

 

 

 

11,000

 

 

 

97,353

 

 

 

2,101

 

 

 

 

 

 

11,000

 

 

 

99,454

 

 

 

110,454

 

 

 

( 12,881

)

 

2017

Park Plaza Mall, Little Rock, AR

 

 

78,339

 

 

 

6,297

 

 

 

81,638

 

 

 

( 49,978

)

 

 

 

 

 

6,304

 

 

 

31,653

 

 

 

37,957

 

 

 

 

 

2004

Parkdale Mall, Beaumont, TX

 

 

75,826

 

 

 

23,850

 

 

 

47,390

 

 

 

80,782

 

 

 

( 874

)

 

 

24,814

 

 

 

126,334

 

 

 

151,148

 

 

 

( 52,005

)

 

2001

Parkway Place Mall, Huntsville, AL

 

 

33,290

 

 

 

6,364

 

 

 

67,067

 

 

 

6,626

 

 

 

 

 

 

6,364

 

 

 

73,693

 

 

 

80,057

 

 

 

( 22,628

)

 

2010

Pearland Town Center, Pearland, TX

 

 

 

(5)

 

16,300

 

 

 

108,615

 

 

 

18,888

 

 

 

( 857

)

 

 

15,252

 

 

 

127,694

 

 

 

142,946

 

 

 

( 48,420

)

 

2008

Post Oak Mall, College Station, TX

 

 

 

(5)

 

3,936

 

 

 

48,948

 

 

 

17,934

 

 

 

( 327

)

 

 

3,852

 

 

 

66,639

 

 

 

70,491

 

 

 

( 41,689

)

 

1984-1985

Richland Mall, Waco, TX

 

 

 

(5)

 

9,874

 

 

 

34,793

 

 

 

23,518

 

 

 

( 1,225

)

 

 

8,662

 

 

 

58,298

 

 

 

66,960

 

 

 

( 26,299

)

 

2002

South County Center, Mehlville, MO

 

 

 

 

 

15,754

 

 

 

159,249

 

 

 

15,821

 

 

 

 

 

 

15,790

 

 

 

175,034

 

 

 

190,824

 

 

 

( 62,319

)

 

2007

Southaven Town Ctr, Southaven, MS

 

 

 

 

 

8,255

 

 

 

29,380

 

 

 

10,081

 

 

 

 

 

 

11,384

 

 

 

36,332

 

 

 

47,716

 

 

 

( 15,177

)

 

2005

Southpark Mall, Colonial Heights, VA

 

 

58,431

 

 

 

9,501

 

 

 

73,262

 

 

 

41,044

 

 

 

 

 

 

11,282

 

 

 

112,525

 

 

 

123,807

 

 

 

( 50,720

)

 

2003

St. Clair Square, Fairview Heights, IL

 

 

 

 

 

11,027

 

 

 

75,620

 

 

 

43,448

 

 

 

 

 

 

11,027

 

 

 

119,068

 

 

 

130,095

 

 

 

( 61,579

)

 

1996

Stroud Mall, Stroudsburg, PA

 

 

 

 

 

14,711

 

 

 

23,936

 

 

 

23,355

 

 

 

 

 

 

14,711

 

 

 

47,291

 

 

 

62,002

 

 

 

( 22,289

)

 

1998

Sunrise Mall, Brownsville, TX

 

 

 

(5)

 

11,156

 

 

 

59,047

 

 

 

14,415

 

 

 

 

 

 

11,156

 

 

 

73,462

 

 

 

84,618

 

 

 

( 30,274

)

 

2003

Turtle Creek Mall, Hattiesburg, MS

 

 

 

(5)

 

2,345

 

 

 

26,418

 

 

 

19,763

 

 

 

 

 

 

3,535

 

 

 

44,991

 

 

 

48,526

 

 

 

( 28,471

)

 

1993-1995

Valley View, Roanoke, VA

 

 

51,514

 

 

 

15,985

 

 

 

77,771

 

 

 

24,123

 

 

 

 

 

 

15,999

 

 

 

101,880

 

 

 

117,879

 

 

 

( 44,460

)

 

2003




    
Initial Cost (1)
     Gross Amounts at Which Carried at Close of Period  
Description /Location 
Encumbrances (2)
 Land Buildings and Improvements 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 Land Buildings and Improvements 
Total (3)
 
Accumulated Depreciation (4)
 
 Date of Construction
 / Acquisition
 Mayfaire Town Center, Wilmington, NC 
 26,333
 101,087
 628
 
 26,333
 101,715
 128,048
 (4,952) 2015
 Meridian Mall, Lansing, MI 
 529
 103,678
 80,810
 
 2,232
 182,785
 185,017
 (83,060) 1998
 Midland Mall, Midland, MI 31,953
 10,321
 29,429
 (10,545) 
 8,898
 20,308
 29,206
 (935) 2001
 Mid Rivers Mall, St. Peters, MO 
 16,384
 170,582
 19,431
 (626) 15,758
 190,013
 205,771
 (55,095) 2007
 Monroeville Mall, Pittsburgh, PA 
 22,911
 177,214
 78,215
 
 25,432
 252,908
 278,340
 (79,067) 2004
 Northgate Mall, Chattanooga, TN 
 2,330
 8,960
 23,441
 (74) 2,256
 32,401
 34,657
 (7,181) 2011
 Northpark Mall, Joplin, MO 
 9,977
 65,481
 45,400
 
 10,962
 109,896
 120,858
 (42,028) 2004
 Northwoods Mall, North Charleston, SC 67,827
 14,867
 49,647
 24,502
 (2,339) 12,528
 74,149
 86,677
 (28,792) 2001
 Old Hickory Mall, Jackson, TN 
 15,527
 29,413
 7,915
 
 15,527
 37,328
 52,855
 (15,662) 2001
The Outlet Shoppes at Atlanta, Woodstock, GA 83,432
 8,598
 100,613
 (29,169) (740) 16,427
 62,875
 79,302
 (12,222) 2013
The Outlet Shoppes at El Paso, El Paso, TX 69,100
 7,345
 98,602
 12,219
 
 7,569
 110,597
 118,166
 (17,945) 2012
The Outlet Shoppes at Gettysburg, Gettysburg, PA 38,450
 20,779
 22,180
 1,328
 
 20,778
 23,508
 44,286
 (4,831) 2012
The Outlet Shoppes at Oklahoma City, Oklahoma City, OK 62,207
 7,402
 50,268
 13,361
 
 6,833
 64,198
 71,031
 (21,867) 2011
The Outlet Shoppes of the Bluegrass, Simpsonville, KY 84,837
 3,193
 72,962
 4,096
 
 3,193
 77,058
 80,251
 (9,705) 2014
 Parkdale Mall, Beaumont, TX 83,527
 23,850
 47,390
 59,072
 (307) 23,544
 106,461
 130,005
 (43,060) 2001
 Park Plaza Mall, Little Rock, AR 86,737
 6,297
 81,638
 35,456
 
 6,304
 117,087
 123,391
 (49,628) 2004
 Parkway Place, Huntsville, AL 36,659
 6,364
 67,067
 5,701
 
 6,364
 72,768
 79,132
 (16,027) 2010
 Pearland Town Center, Pearland, TX 
 16,300
 108,615
 15,340
 (857) 15,443
 123,955
 139,398
 (39,504) 2008
 Post Oak Mall, College Station, TX 
 3,936
 48,948
 15,857
 (327) 3,608
 64,806
 68,414
 (33,951) 1984-1985
 Richland Mall, Waco, TX 
 9,874
 34,793
 19,760
 
 9,887
 54,540
 64,427
 (20,444) 2002
 South County Center, St. Louis, MO 
 15,754
 159,249
 14,403
 
 15,754
 173,652
 189,406
 (48,721) 2007
 Southaven Towne Center, Southaven, MS 
 8,255
 29,380
 13,462
 
 8,896
 42,619
 51,515
 (18,188) 2005
 Southpark Mall, Colonial Heights, VA 62,246
 9,501
 73,262
 38,132
 
 11,282
 109,613
 120,895
 (39,776) 2003
 Stroud Mall, Stroudsburg, PA 
 14,711
 23,936
 20,932
 
 14,711
 44,868
 59,579
 (18,598) 1998
 St. Clair Square, Fairview Heights, IL 
 11,027
 75,620
 35,095
 
 11,027
 110,715
 121,742
 (52,531) 1996
 Sunrise Mall, Brownsville, TX 
 11,156
 59,047
 15,417
 
 11,156
 74,464
 85,620
 (22,966) 2003
 Turtle Creek Mall, Hattiesburg, MS 
 2,345
 26,418
 17,838
 
 3,535
 43,066
 46,601
 (23,349) 1993-1995
 Valley View Mall, Roanoke, VA 56,734
 15,985
 77,771
 21,867
 
 15,999
 99,624
 115,623
 (35,147) 2003
 Volusia Mall, Daytona Beach, FL 45,929
 2,526
 120,242
 28,693
 
 6,431
 145,030
 151,461
 (45,827) 2004
 Wausau Center, Wausau, WI 17,689
 5,231
 24,705
 (13,707) (5,231) 
 10,998
 10,998
 (387) 2001
 West Towne Mall, Madison, WI 
 9,545
 83,084
 51,879
 
 9,545
 134,963
 144,508
 (52,750) 2002
 WestGate Mall, Spartanburg, SC 36,021
 2,149
 23,257
 47,192
 (432) 1,742
 70,424
 72,166
 (37,706) 1995
 Westmoreland Mall, Greensburg, PA 
 4,621
 84,215
 26,897
 (316) 4,305
 111,112
 115,417
 (40,716) 2002

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2016

2019

(In thousands)

 

 

 

 

 

 

Initial Cost (1)

 

 

 

 

 

 

 

 

 

 

Gross Amounts at Which Carried at Close of Period

 

 

 

Description /Location

 

Encumbrances

(2)

 

 

Land

 

 

Buildings

and

Improvements

 

 

Costs

Capitalized

Subsequent to

Acquisition

 

 

Sales of

Outparcel

Land

 

 

Land

 

 

Buildings

and

Improvements

 

 

Total (3)

 

 

Accumulated

Depreciation

(4)

 

 

Date of

Construction

/ Acquisition

Volusia Mall, Daytona, FL

 

 

48,626

 

 

 

2,526

 

 

 

120,242

 

 

 

37,545

 

 

 

 

 

 

8,945

 

 

 

151,368

 

 

 

160,313

 

 

 

( 59,838

)

 

2004

West Towne Mall, Madison, WI

 

 

 

(5)

 

8,912

 

 

 

83,084

 

 

 

45,963

 

 

 

 

 

 

8,912

 

 

 

129,047

 

 

 

137,959

 

 

 

( 60,648

)

 

2002

Westgate Mall, Spartanburg, SC

 

 

32,773

 

 

 

2,149

 

 

 

23,257

 

 

 

52,425

 

 

 

( 432

)

 

 

1,742

 

 

 

75,657

 

 

 

77,399

 

 

 

( 44,807

)

 

1995

Westmoreland Mall, Greensburg, PA

 

 

 

(5)

 

4,621

 

 

 

84,215

 

 

 

31,230

 

 

 

( 1,240

)

 

 

3,381

 

 

 

115,445

 

 

 

118,826

 

 

 

( 50,588

)

 

2002

York Galleria, York, PA

 

 

 

 

 

5,757

 

 

 

63,316

 

 

 

20,401

 

 

 

 

 

 

5,757

 

 

 

83,717

 

 

 

89,474

 

 

 

( 41,032

)

 

1995

OTHER PROPERTIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

840 Greenbrier Circle, Chesapeake, VA

 

 

 

 

 

2,096

 

 

 

3,091

 

 

 

986

 

 

 

 

 

 

2,096

 

 

 

4,077

 

 

 

6,173

 

 

 

( 1,612

)

 

2007

Annex at Monroeville, Monroeville, PA

 

 

 

 

 

 

 

 

29,496

 

 

 

631

 

 

 

 

 

 

 

 

 

30,127

 

 

 

30,127

 

 

 

( 11,367

)

 

2004

CBL Center, Chattanooga, TN

 

 

17,001

 

 

 

1,332

 

 

 

24,675

 

 

 

1,330

 

 

 

 

 

 

1,864

 

 

 

25,473

 

 

 

27,337

 

 

 

( 15,582

)

 

2001

CBL Center II, Chattanooga, TN

 

 

 

 

 

22

 

 

 

13,648

 

 

 

1,042

 

 

 

 

 

 

358

 

 

 

14,354

 

 

 

14,712

 

 

 

( 5,150

)

 

2008

Coolsprings Crossing, Nashville, TN

 

 

 

 

 

2,803

 

 

 

14,985

 

 

 

5,935

 

 

 

 

 

 

3,554

 

 

 

20,169

 

 

 

23,723

 

 

 

( 14,554

)

 

1991-1993

Courtyard at Hickory Hollow, Nashville, TN

 

 

 

 

 

3,314

 

 

 

2,771

 

 

 

472

 

 

 

( 231

)

 

 

1,500

 

 

 

4,826

 

 

 

6,326

 

 

 

( 1,705

)

 

1998

Frontier Square, Cheyenne, WY

 

 

 

 

 

346

 

 

 

684

 

 

 

439

 

 

 

( 86

)

 

 

260

 

 

 

1,123

 

 

 

1,383

 

 

 

( 823

)

 

1985

Gunbarrel Pointe, Chattanooga, TN

 

 

 

 

 

4,170

 

 

 

10,874

 

 

 

3,650

 

 

 

 

 

 

4,170

 

 

 

14,524

 

 

 

18,694

 

 

 

( 7,064

)

 

2000

Hamilton Corner, Chattanooga, TN

 

 

 

 

 

630

 

 

 

5,532

 

 

 

8,587

 

 

 

 

 

 

734

 

 

 

14,015

 

 

 

14,749

 

 

 

( 8,338

)

 

1986-1987

Hamilton Crossing, Chattanooga, TN

 

 

8,522

 

 

 

4,014

 

 

 

5,906

 

 

 

6,994

 

 

 

( 1,370

)

 

 

2,644

 

 

 

12,900

 

 

 

15,544

 

 

 

( 7,999

)

 

1987

Harford Annex, Bel Air, MD

 

 

 

 

 

2,854

 

 

 

9,718

 

 

 

1,464

 

 

 

 

 

 

2,854

 

 

 

11,182

 

 

 

14,036

 

 

 

( 4,711

)

 

2003

The Landing at Arbor Place, Douglasville, GA

 

 

 

 

 

7,238

 

 

 

14,330

 

 

 

3,338

 

 

 

( 2,242

)

 

 

4,996

 

 

 

17,668

 

 

 

22,664

 

 

 

( 11,148

)

 

1998-1999

Layton Convenience Center, Layton Hills, UT (5)

 

 

 

 

 

 

 

 

8

 

 

 

5,892

 

 

 

 

 

 

2,795

 

 

 

3,105

 

 

 

5,900

 

 

 

( 1,896

)

 

2005

Layton Hills Plaza, Layton Hills, UT

 

 

 

(5)

 

 

 

 

2

 

 

 

1,009

 

 

 

 

 

 

673

 

 

 

338

 

 

 

1,011

 

 

 

( 255

)

 

2005

Parkdale Crossing, Beaumont, TX

 

 

 

 

 

2,994

 

 

 

7,408

 

 

 

2,485

 

 

 

( 355

)

 

 

2,639

 

 

 

9,893

 

 

 

12,532

 

 

 

( 4,190

)

 

2002

Pearland Office, Pearland, TX

 

 

 

(5)

 

 

 

 

7,849

 

 

 

2,758

 

 

 

 

 

 

 

 

 

10,607

 

 

 

10,607

��

 

 

( 4,226

)

 

2009

Pearland Residential, Pearland, TX

 

 

 

 

 

 

 

 

9,666

 

 

 

9

 

 

 

 

 

 

 

 

 

9,675

 

 

 

9,675

 

 

 

( 3,065

)

 

2008

The Plaza at Fayette Mall, Lexington, KY

 

 

 

 

 

9,531

 

 

 

27,646

 

 

 

1,187

 

 

 

 

 

 

9,531

 

 

 

28,833

 

 

 

38,364

 

 

 

( 10,428

)

 

2006




    
Initial Cost (1)
     Gross Amounts at Which Carried at Close of Period  
Description /Location 
Encumbrances (2)
 Land Buildings and Improvements 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 Land Buildings and Improvements 
Total (3)
 
Accumulated Depreciation (4)
 
 Date of Construction
 / Acquisition
 York Galleria, York, PA 
 5,757
 63,316
 12,356
 
 5,757
 75,672
 81,429
 (32,799) 1995
                     
 ASSOCIATED CENTERS:                    
 Annex at Monroeville, Pittsburgh, PA 
 
 29,496
 (444) 
 
 29,052
 29,052
 (9,159) 2004
 CoolSprings Crossing, Nashville, TN 
 2,803
 14,985
 5,750
 
 3,554
 19,984
 23,538
 (12,400) 1991-1993
 Courtyard at Hickory Hollow, Nashville, TN
 3,314
 2,771
 (1,618) (231) 1,500
 2,736
 4,236
 (753) 1998
 Frontier Square, Cheyenne, WY 
 346
 684
 434
 (86) 260
 1,118
 1,378
 (673) 1985
 Gunbarrel Pointe, Chattanooga, TN 
 4,170
 10,874
 3,491
 
 4,170
 14,365
 18,535
 (5,881) 2000
 Hamilton Corner, Chattanooga, TN 14,258
 630
 5,532
 8,568
 
 734
 13,996
 14,730
 (7,201) 1986-1987
 Hamilton Crossing, Chattanooga, TN 9,368
 4,014
 5,906
 6,851
 (1,370) 2,644
 12,757
 15,401
 (6,896) 1987
 Harford Annex, Bel Air, MD 
 2,854
 9,718
 1,355
 
 2,854
 11,073
 13,927
 (3,618) 2003
 The Landing at Arbor Place, Atlanta (Douglasville), GA
 4,993
 14,330
 1,555
 (1,886) 3,107
 15,885
 18,992
 (9,015) 1998-1999
 Layton Hills Convenience Center, Layton, UT
 
 8
 2,619
 
 
 2,627
 2,627
 (674) 2005
 Layton Hills Plaza, Layton, UT 
 
 2
 299
 
 
 301
 301
 (212) 2005
 The Plaza at Fayette, Lexington, KY 37,146
 9,531
 27,646
 4,169
 
 9,531
 31,815
 41,346
 (10,882) 2006
 Parkdale Crossing, Beaumont, TX 
 2,994
 7,408
 2,282
 (355) 2,639
 9,690
 12,329
 (3,471) 2002
 The Shoppes At Hamilton Place, Chattanooga, TN
 4,894
 11,700
 1,614
 
 4,894
 13,314
 18,208
 (4,526) 2003
 Sunrise Commons, Brownsville, TX 
 1,013
 7,525
 2,520
 
 1,013
 10,045
 11,058
 (3,318) 2003
 The Shoppes at St. Clair Square, Fairview Heights, IL 18,827
 8,250
 23,623
 513
 (5,044) 3,206
 24,136
 27,342
 (8,973) 2007
 The Terrace, Chattanooga, TN 13,057
 4,166
 9,929
 8,117
 
 6,536
 15,676
 22,212
 (6,006) 1997
 West Towne Crossing, Madison, WI 
 1,151
 2,955
 7,940
 
 2,126
 9,920
 12,046
 (2,647) 1998
 WestGate Crossing, Spartanburg, SC 
 1,082
 3,422
 8,211
 
 1,082
 11,633
 12,715
 (4,631) 1997
 Westmoreland Crossing, Greensburg, PA 
 2,898
 21,167
 9,234
 
 2,898
 30,401
 33,299
 (10,820) 2002
                     
 COMMUNITY CENTERS:                    
 The Forum at Grandview, Madison, MS 
 9,234
 17,285
 20,561
 (684) 8,652
 37,744
 46,396
 (4,808) 2010
  Parkway Plaza, Fort Oglethorpe, GA 
 2,675
 13,435
 6
 
 2,675
 13,441
 16,116
 (850) 2015
 The Promenade, D'Iberville, MS 
 16,278
 48,806
 24,886
 (706) 17,953
 71,311
 89,264
 (16,041) 2009
 Statesboro Crossing, Statesboro, GA 10,962
 2,855
 17,805
 2,235
 (235) 2,840
 19,820
 22,660
 (4,865) 2008
                     
 OFFICE BUILDINGS AND OTHER:                    
 840 Greenbrier Circle, Chesapeake, VA 
 2,096
 3,091
 179
 
 2,096
 3,270
 5,366
 (1,189) 2007
 850 Greenbrier Circle, Chesapeake, VA 
 3,154
 6,881
 (289) 
 3,154
 6,592
 9,746
 (1,805) 2007
 CBL Center, Chattanooga, TN 19,170
 140
 24,675
 181
 
 140
 24,856
 24,996
 (14,042) 2001
 CBL Center II, Chattanooga, TN 
 
 13,648
 1,137
 
 
 14,785
 14,785
 (4,579) 2008

Schedule III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2016

2019

(In thousands)

 

 

 

 

 

 

Initial Cost (1)

 

 

 

 

 

 

 

 

 

 

Gross Amounts at Which Carried at Close of Period

 

 

 

Description /Location

 

Encumbrances

(2)

 

 

Land

 

 

Buildings

and

Improvements

 

 

Costs

Capitalized

Subsequent to

Acquisition

 

 

Sales of

Outparcel

Land

 

 

Land

 

 

Buildings

and

Improvements

 

 

Total (3)

 

 

Accumulated

Depreciation

(4)

 

 

Date of

Construction

/ Acquisition

The Promenade at D'lberville, D'lberville, MS

 

 

 

 

 

16,278

 

 

 

48,806

 

 

 

25,381

 

 

 

( 706

)

 

 

17,953

 

 

 

71,806

 

 

 

89,759

 

 

 

( 23,912

)

 

2009

The Shoppes at Hamilton Place, Chattanooga, TN

 

 

 

 

 

4,894

 

 

 

11,700

 

 

 

2,251

 

 

 

 

 

 

2,811

 

 

 

16,034

 

 

 

18,845

 

 

 

( 5,672

)

 

2003

The Shoppes at St. Clair, St. Louis, MO

 

 

 

 

 

8,250

 

 

 

23,623

 

 

 

153

 

 

 

( 5,044

)

 

 

3,206

 

 

 

23,776

 

 

 

26,982

 

 

 

( 11,111

)

 

2007

Sunrise Commons, Brownsville, TX

 

 

 

 

 

1,013

 

 

 

7,525

 

 

 

2,520

 

 

 

 

 

 

1,013

 

 

 

10,045

 

 

 

11,058

 

 

 

( 4,658

)

 

2003

The Terrace, Chattanooga, TN

 

 

 

 

 

4,166

 

 

 

9,929

 

 

 

7,991

 

 

 

 

 

 

6,536

 

 

 

15,550

 

 

 

22,086

 

 

 

( 7,454

)

 

1997

West Towne Crossing, Madison, WI

 

 

 

 

 

1,784

 

 

 

2,955

 

 

 

12,095

 

 

 

 

 

 

2,759

 

 

 

14,075

 

 

 

16,834

 

 

 

( 5,810

)

 

1998

Westgate Crossing, Spartanburg, SC

 

 

 

 

 

1,082

 

 

 

3,422

 

 

 

8,274

 

 

 

 

 

 

1,082

 

 

 

11,696

 

 

 

12,778

 

 

 

( 6,126

)

 

1997

Westmoreland Crossing, Greensburg, PA

 

 

 

(5)

 

2,898

 

 

 

21,167

 

 

 

9,267

 

 

 

 

 

 

2,898

 

 

 

30,434

 

 

 

33,332

 

 

 

( 13,246

)

 

2002

DISPOSITIONS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acadiana Mall, Lafayette, LA

 

 

 

 

 

25,083

 

 

 

145,769

 

 

 

( 170,852

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

Cary Towne Center, Cary, NC

 

 

 

 

 

23,688

 

 

 

74,432

 

 

 

( 98,120

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2001

Honey Creek Mall, Terre Haute, IN

 

 

 

 

 

3,108

 

 

 

83,358

 

 

 

( 86,466

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004

The Outlet Shoppes El Paso, El Paso, TX

 

 

 

 

 

7,345

 

 

 

98,602

 

 

 

( 105,947

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

850 Greenbrier Circle, Chesapeake, VA

 

 

 

 

 

3,154

 

 

 

6,881

 

 

 

( 10,035

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

The Forum at Grand View, Madison, MS

 

 

 

 

 

9,234

 

 

 

17,285

 

 

 

( 25,588

)

 

 

( 931

)

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

Pearland Hotel, Pearland, TX

 

 

 

 

 

 

 

 

16,149

 

 

 

( 16,149

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

The Outlet Shoppes Atlanta, WoodStock, GA

 

 

 

 

 

8,598

 

 

 

100,613

 

 

 

( 108,471

)

 

 

( 740

)

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

The Outlet Shoppes of the Bluegrass, Simpsonville, KY

 

 

 

 

 

3,193

 

 

 

72,962

 

 

 

( 76,155

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

Other

 

 

 

 

 

19,248

 

 

 

4,002

 

 

 

( 3,930

)

 

 

 

 

 

17,958

 

 

 

1,362

 

 

 

19,320

 

 

 

( 29

)

 

 

Developments in progress consisting of construction and Development Properties

 

 

 

 

 

 

 

 

 

 

 

49,351

 

 

 

 

 

 

 

 

 

49,351

 

 

 

49,351

 

 

 

 

 

 

TOTALS

 

$

1,401,910

 

 

$

802,335

 

 

$

4,884,040

 

 

$

769,490

 

 

$

( 44,465

)

 

$

730,218

 

 

$

5,681,182

 

 

$

6,411,400

 

 

$

( 2,349,404

)

 

 




    
Initial Cost (1)
     Gross Amounts at Which Carried at Close of Period  
Description /Location 
Encumbrances (2)
 Land Buildings and Improvements 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 Land Buildings and Improvements 
Total (3)
 
Accumulated Depreciation (4)
 
 Date of Construction
 / Acquisition
 One Oyster Point, Newport News, VA 
 1,822
 3,623
 (2,128) 
 
 3,317
 3,317
 
 2007
 Pearland Hotel, Pearland, TX 
 
 16,149
 652
 
 
 16,801
 16,801
 (4,472) 2008
 Pearland Office, Pearland, TX 
 
 7,849
 2,844
 
 
 10,693
 10,693
 (2,964) 2009
 Pearland Residential Mgmt, Pearland, TX 
 
 9,666
 9
 
 
 9,675
 9,675
 (2,262) 2008
 Two Oyster Point, Newport News, VA 
 1,543
 3,974
 (2,974) 
 
 2,543
 2,543
 
 2007
                     
 DISPOSITIONS:                    
 Bonita Lakes Crossing, Meridian, MS 
 794
 4,786
 (5,580) 
 
 
 
 
 1997
 Bonita Lakes Mall, Meridian, MS 
 4,924
 31,933
 (35,872) (985) 
 
 
 
 1997
 Cobblestone Village at Palm Coast, Palm Coast, FL 
 6,082
 12,070
 (17,932) (220) 
 
 
 
 2007
 The Crossings at Marshall Creek, Marshalls Creek, PA 
 6,456
 15,351
 (21,807) 
 
 
 
 
 2013
 Fashion Square, Saginaw, MI 
 15,218
 64,970
 (80,188) 
 
 
 
 
 2001
 The Lakes Mall, Muskegon, MI 
 3,328
 42,366
 (45,694) 
 
 
 
 
 2000-2001
 Oak Branch Business Center, Greensboro, NC 
 535
 2,192
 (2,727) 
 
 
 
 
 2007
 Randolph Mall, Asheboro, NC 
 4,547
 13,927
 (18,474) 
 
 
 
 
 2001
 Regency Mall, Racine, WI 
 3,539
 36,839
 (40,090) (288) 
 
 
 
 2001
 River Ridge Mall, Lynchburg, VA 
 4,824
 59,052
 (63,624) (252) 
 
 
 
 2003
 Walnut Square, Dalton, GA 
 50
 15,138
 (15,186) (2) 
 
 
 
 1984-1985
                     
 Other 39,263
 1,332
 2,272
 (684) (324) 908
 1,688
 2,596
 (1,640)  
                     
 Developments in progress consisting of construction
and Development Properties
 
 
 
 178,355
 
 
 178,355
 178,355
 
  
 TOTALS $2,534,255
 $875,107
 $5,584,943
 $1,523,786
 $(36,189) $820,775
 $7,126,872
 $7,947,647
 $(2,427,108)  
                     

(1)

(1)

Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the Property opened or was acquired.

(2)

(2)

Encumbrances represent the face amount of the mortgage and other indebtedness balance at December 31, 2016,2019, excluding debt premium or discount.discount, if applicable.

(3)

(3)

The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $7.843$ 7.077 billion.

(4)

(4)

Depreciation for all Properties is computed over the useful life which is generally 40 years for buildings, 10-2010 - 20 years for certain improvements and 7-107 - 10 years for equipment and fixtures.

( 5 )

Property is pledged as collateral on the secured credit facility.


Schedule

Schedul e III

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

At December 31, 2016

2019

(In thousands)




The changes in real estate assets and accumulated depreciation for the years ending December 31, 2016, 2015,2019, 2018, and 20142017 are set forth below (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

REAL ESTATE ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

7,278,608

 

 

$

7,621,930

 

 

$

7,947,647

 

Additions during the period:

 

 

 

 

 

 

 

 

 

 

 

 

Additions and improvements

 

 

129,923

 

 

 

144,256

 

 

 

177,482

 

Acquisitions of real estate assets

 

 

5,700

 

 

 

3,301

 

 

 

78,516

 

Deductions during the period:

 

 

 

 

 

 

 

 

 

 

 

 

Disposals, deconsolidations and accumulated

   depreciation on impairments

 

 

( 786,889

)

 

 

( 305,813

)

 

 

( 506,399

)

Transfers to (from) real estate assets

 

 

22,573

 

 

 

( 11,531

)

 

 

( 3,915

)

Impairment of real estate assets

 

 

( 238,515

)

 

 

( 173,535

)

 

 

( 71,401

)

Balance at end of period

 

$

6,411,400

 

 

$

7,278,608

 

 

$

7,621,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCUMULATED DEPRECIATION:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

2,493,082

 

 

$

2,465,095

 

 

$

2,427,108

 

Depreciation expense

 

 

241,631

 

 

 

261,838

 

 

 

272,945

 

Accumulated depreciation on real estate assets sold,

   retired, deconsolidated or impaired

 

 

( 385,309

)

 

 

( 233,851

)

 

 

( 234,958

)

Balance at end of period

 

$

2,349,404

 

 

$

2,493,082

 

 

$

2,465,095

 


Schedule IV

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

MORTGAGE NOTES RECEIVABLE ON REAL ESTATE

At December 31, 2019

(In thousands)

Name Of Center/Location

 

Interest

Rate

 

 

 

Final

Maturity

Date

 

 

Monthly

Payment

Amount (1)

 

 

Balloon

Payment

At

Maturity

 

 

Prior

Liens

 

Face

Amount Of

Mortgage

 

 

Carrying

Amount Of

Mortgage (2)

 

 

Principal

Amount Of

Mortgage

Subject To

Delinquent

Principal

Or Interest

 

FIRST MORTGAGES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Columbia Place Outparcel

 

5.00%

 

 

 

Feb-2022

 

 

$

3

 

 

$

262

 

 

None

 

$

360

 

 

$

262

 

 

$

 

D'Iberville Promenade, LLC

 

4.28%

 

(3)

 

Dec-2016

 

 

 

 

 

 

1,100

 

 

None

 

 

1,100

 

 

 

1,100

 

 

 

1,100

 

The Shoppes at St. Clair Square

 

6.75%

 

(4)

 

Aug-2028

 

 

 

7

 

 

 

1,230

 

 

None

 

 

1,316

 

 

 

1,230

 

 

 

 

Soddy Daisy

 

9.50%

 

 

 

Jan-2047

 

 

 

 

 

 

45

 

 

None

 

 

45

 

 

 

45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

10

 

 

$

2,637

 

 

 

 

$

2,821

 

 

$

2,637

 

 

$

1,100

 

 Year Ended December 31,
 2016 2015 2014
REAL ESTATE ASSETS:     
Balance at beginning of period$8,240,521
 $8,187,183
 $8,123,514
Additions during the period: 
  
  
Additions and improvements263,265
 230,990
 282,282
Acquisitions of real estate assets
 182,747
 
Deductions during the period: 
  
  
Disposals, deconsolidations and accumulated depreciation on impairments(435,331) (249,716) (189,372)
Transfers from real estate assets(3,986) (4,738) (11,383)
Impairment of real estate assets(116,822) (105,945) (17,858)
Balance at end of period$7,947,647
 $8,240,521
 $8,187,183
      
ACCUMULATED DEPRECIATION: 
  
  
Balance at beginning of period$2,382,568
 $2,240,007
 $2,056,357
Depreciation expense272,697
 274,544
 269,602
Accumulated depreciation on real estate assets sold, retired, deconsolidated or impaired(228,157) (131,983) (85,952)
Balance at end of period$2,427,108
 $2,382,568
 $2,240,007



             Schedule IV 
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
MORTGAGE NOTES RECEIVABLE ON REAL ESTATE
At December 31, 2016
(In thousands)
Name Of Center/Location 
Interest
Rate
 Final Maturity Date 
Monthly
Payment
Amount (1)
 
Balloon Payment
At
Maturity
 
Prior
Liens
 
Face
Amount Of
Mortgage
 
Carrying
Amount Of
Mortgage (2)
 
Principal
Amount Of
Mortgage
Subject To
Delinquent
Principal
Or Interest
FIRST MORTGAGES:                 
Columbia Place Outparcel 5.00% Feb-22 $3
  $210
 None $360
 $321
 $
One Park Place - Chattanooga, TN 5.00% May-2022 21
  
 None 3,200
 1,194
 
Village Square - Houghton Lake, MI 3.75% Mar-2018 9
  1,583
 None 2,627
 1,644
 
Other 3.27% - 9.50%(3) Dec-2016 / Jan-2047(4)15

 2,534
   2,597
 2,521
 1,100
      $48
  $4,327
   $8,784
 $5,680
 $1,100

(1)

(1)

Equal monthly installments comprised of principal and interest, unless otherwise noted.

(2)

(2)

The aggregate carrying value for federal income tax purposes was $5,680$ 2,637 at December 31, 2016.2019.

( 3 )

(3)Mortgage notes receivable aggregated in Other include a variable-rate note that bears interest at prime plus 2.0%, currently at 5.75%, and a variable-rate note that

This loan bears interest at LIBOR plus 2.50%.

(4)
A $1,100 note for The Promenade at D'Iberville with a maturity date of December 2016 and is in default at December 31, 2016.2019. See Note 1011to the consolidated financial statements for additional information.


(4)

This loan bears interest at prime plus 2.0%.

The changes in mortgage notes receivable were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Beginning balance

 

$

4,884

 

 

$

5,418

 

 

$

5,680

 

Additions

 

 

 

 

 

 

 

 

1,802

 

Payments

 

 

( 2,247

)

 

 

( 534

)

 

 

( 2,064

)

Write-Offs

 

 

 

 

 

 

 

 

 

Ending balance

 

$

2,637

 

 

$

4,884

 

 

$

5,418

 

 Year Ended December 31,
 2016 2015 2014
Beginning balance$7,776
 $9,323
 $19,120
Additions
 
 360
Payments(250) (1,547) (10,157)
Write-Offs (1)
(1,846) 
 
Ending balance$5,680
 $7,776
 $9,323


EXHIBIT INDEX

Exhibit

Number

Description

(1)

3.1

See Note 10 to the consolidated financial statements for more information.



EXHIBIT INDEX

Exhibit
Number
Description
3.1

Amended and Restated Certificate of Incorporation of the Company, as amended through May 6, 2016 (a)

3.2

Third Amended and Restated Bylaws of the Company, as amended through February 11, 2016 (z)June 22, 2018 (b)

4.1

See Amended and Restated Certificate of Incorporation of the Company, as amended, and Third Amended and Restated Bylaws of the Company, as amended, relating to the Common Stock, Exhibits 3.1 and 3.2 above

4.2

Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (c)

4.3

Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (c)

4.4

Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (c)

4.5

Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (d)

4.6

Acknowledgment Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (f)(e)

4.7

Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (e)(f)

4.8

Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)

4.9

Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (g)

4.9.1

Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (l)(h)

4.9.2

Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (n)(i)

4.10

Certificate of Designations, dated October 1, 2012, relating to the 6.625% Series E Cumulative Redeemable Preferred Stock (r)(j)

4.11

Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (h)(k)

4.12

Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (i)(l)

4.13

Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (i)(m)

4.14.1

Indenture dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (aa)(n)

4.14.2

First Supplemental Indenture, dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (aa)(n)

4.14.3

Second Supplemental Indenture, dated as of December 13, 2016, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (bb)(o)

4.14.4

Third Supplemental Indenture, dated as of January 30, 2019, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (p)

4.14.5

Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (aa)(n)

4.14.5

4.14.6

Subsidiary Guarantee, dated as of January 30, 2019, among the Subsidiaries of CBL & Associates Limited Partnership (p)

4.14.7

Global Note evidencing the 5.250% Senior Notes Due 2023 (aa)(n)

4.14.6

4.14.8

Global Note evidencing the 4.60% Senior Notes Due 2024 (cc)(q)

4.14.7

4.14.9

Global Note evidencing the 5.950% Senior Notes Due 2026 (bb)(o)

10.1.1

4.14.10

Global Note evidencing the additional offering of 5.950% Senior Notes Due 2026 (r)

4.15

Description of Securities

10.1.1

Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (o)(s)

10.1.2

Certificate of Designation, dated October 1, 2012, relating to the 6.625% Series E Cumulative Preferred Units (s)

10.2.1CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (m)(t)



10.2.1

Exhibit
Number
Description
10.2.2Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years† (k)
10.2.3First Amendment to CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (p)
10.2.4

CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (q)(u)

10.2.5

10.2.2

Original Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (v)

10.2.6

10.2.3

Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013)† (x)(w)*

10.2.7

10.2.4

Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (dd)(x)

10.2.8

10.2.5

Amendment No. 2 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)

10.2.6

Amendment No. 3 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (nn)

10.2.7

Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (ee)(z)

10.2.9

10.2.8

Form of Named Executive Officer Stock Restriction Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (ee)(z)

10.2.10

10.2.9

CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2015)† (ee)
10.2.11CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2016)† (z)
10.2.12

CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2017)† (hh)(aa)

10.3.1

10.2.10

CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2018)† (bb)

10.2.11

CBL & Associates, Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2019)† (cc)

10.2.12

Revised Form of Performance Stock Unit Award Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (bb)

10.2.13

Revised Form of Named Executive Officer Stock Restriction Agreement Under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (bb)

10.2.14

Retirement and General Release Agreement, dated September 27, 2018, between the Company and Gus Stephas† (kk)

10.2.15

Revised Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (for awards in 2020 and subsequent years).† (nn)

10.2.16

CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2020).† (nn)

10.3.1

Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (a)(dd)

10.3.2

Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed in 2013 and subsequent years (ee)(x)

10.4.1

Employment Agreement for Charles B. Lebovitz† (a)(ee)

10.4.2

Employment Agreement for Stephen D. Lebovitz† (a)(ee)

10.4.3

Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements† (a)

10.4.4

CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (t)(ff)

10.5

Option Agreement relating to Outparcels (a)(ee)

10.6

Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (b)(gg)

10.7.1

10.7

Registration Rights Agreement by and between the Company and the Holders of SCU’s listed on Schedule A thereto, dated as of January 31, 2001 (b)
10.7.2Registration Rights Agreement by and between the Company and Frankel Midland Limited Partnership, dated as of January 31, 2001 (b)
10.7.3Registration Rights Agreement by and between the Company and Hess Abroms Properties of Huntsville, dated as of January 31, 2001 (b)
10.7.4Registration Rights Agreement by and between the Company and the Holders of Series S Special Common Units of the Operating Partnership listed on Schedule A thereto, dated July 28, 2004 (h)
10.7.5Form of Registration Rights Agreements between the Company and Certain Holders of Series K Special Common Units of the Operating Partnership, dated as of November 16, 2005 (i)
10.8.1Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. a. dated February 22, 2013 (u)
10.8.2First Modification to Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. al. dated December 16, 2013 (dd)
10.8.3Second 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 (ff)
10.8.4Third Modification to Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. al. dated October 20, 2015 (gg)


Exhibit
Number
Description
10.9

Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (i)(l)

10.10.1

10.8.1

Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (i)(m)

10.10.2

10.8.2

First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (i)(m)

10.10.3

10.8.3

Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (i)(m)

10.10.4

10.8.4

First Amendment to Contribution Agreement and Joint  Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (i)(m)

10.10.5

10.8.5

Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (i)(m)

10.10.6

10.8.6

Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (i)(m)

10.10.7

10.8.7

Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (i)(m)

10.11.1

10.9.1

Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (j)(hh)


10.11.2

10.9.2

Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (j)(hh)

10.12.1

10.10.1

Term Loan

Controlled Equity OfferingSMSales Agreement, dated March 1, 2013, by and among the Operating Partnershipbetween CBL & Associates Properties, Inc. and the Company,Cantor Fitzgerald & Co. (ii)

10.10.2

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and J.P. Morgan Securities LLC (ii)

10.10.3

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (ii)

10.10.4

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (ii)

10.10.5

Controlled Equity OfferingSM Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (y)Securities, LLC (ii)

10.12.2

10.11.1

First Amendment to Term Loan

Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al., dated October 16, 2015 (ff)January 30, 2019 (jj)

10.13.1

10.12

Michael L. Ashner (ll)

10.13.2

10.13

10.13.3
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (w)
10.13.4
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (w)
10.13.5
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Securities, LLC (w)
10.14Term Loan Agreement by and amongthe Company, the Operating Partnership, the Management Company, JG Gulf Coast Town Center LLC and Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian, as approved by the Company, and Wells Fargo Bank, National Association, et. al., dated October 16, 2015 (gg)U.S. District Court for the Middle District of Florida on August 22, 2019 (mm)

10.15

21

Fourth Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al, dated October 16, 2015 (gg)
10.16Ninth Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et. al,, dated October 16, 2015 (gg)
12.1Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Properties, Inc.
12.2Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Limited Partnership
12.3Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Properties, Inc.
12.4Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Limited Partnership
21

Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership

23.1

Consent of Deloitte & Touche LLP (for the Company)

23.2

Consent of Deloitte & Touche LLP (for the Operating Partnership)



24

Exhibit
Number
Description
24

Power of Attorney

31.1

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

31.2

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

31.3

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

31.4

Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

32.1

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

32.2

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.

32.3

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

32.4

Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership

101.INS

99.1

Combined Financial Statements of The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)

101.SCH

Inline XBRL Taxonomy Extension Schema DocumentDocument. (Filed herewith.)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument. (Filed herewith.)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase DocumentDocument. (Filed herewith.)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument. (Filed herewith.)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument. (Filed herewith.)

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)


(a)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.**

(a)

(b)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2018.**

(c)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*

(d)

Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*

(e)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*

(f)

Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*

(g)

Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*

(h)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*

(i)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*

(j)

Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*

(k)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*

(l)

Incorporated by reference from the Company's Quarterly Report on Form 10-Q, for the quarter ended June 30, 2005.*

(m)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*

(n)

Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**

(o)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed December 13, 2016.**

(p)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed February 5, 2019.**

(q)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed October 8, 2014.**

(r)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on September 1, 2017.**

(s)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*

(t)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*

(u)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*

(v)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*

(w)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.*

(x)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.**

(y)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 12, 2017.*

(z)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on March 27, 2015.**

(aa)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 13, 2017.**

(bb)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2018.**

(cc)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 15, 2019.**

(dd)

Incorporated by reference to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on October 5, 1993. Exhibit originally filed in paper format and as such, a hyperlink is not available.*

(ee)

Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994. Exhibit originally filed in paper format and as such, a hyperlink is not available.*

(ff)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*

(b)

(gg)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001.*2001*

(hh)

(c)Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*
(d)Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*
(e)Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*
(f)Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*
(g)Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*
(h)Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*
(i)Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*
(j)

Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*

(ii)

(k)Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 24, 2006.*
(l)Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*


(m)Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.*
(n)Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*
(o)Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*
(p)Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.*
(q)Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*
(r)Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*
(s)Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*
(t)Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*
(u)Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 28, 2013.*
(v)Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*
(w)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.*

(jj)

Incorporated by reference from the Company's Current Report on Form 8-K/A, filed on February 28, 2019.**

(x)

(kk)

Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.October 3, 2018.**

(ll)

(y)

Incorporated by reference from the Company'sCompany’s Current Report on Form 8-K, filed on August 5, 2013.November 1, 2019.**

(mm)Incorporated by reference from the Company’s Quarterly Report on Form 10-Q/A, filed on December 20, 2019.**

(nn)

(z)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 16, 2016.14, 2020.**

(aa)Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**

(bb)

Incorporated by reference from the Company’s Current Report on Form 8-K, filed December 13, 2016.**

(cc)Incorporated by reference from the Company’s Current Report on Form 8-K, filed October 8, 2014.**
(dd)Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.**
(ee)Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.**
(ff)Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.**
(gg)Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.**
(hh)Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 3, 2017.**


A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.

* Commission File No. 1-12494

** Commission File No. 1-12494 and 333-182515-01


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.

(Registrant)

By:

/s/ Farzana Khaleel

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

Dated: March 9, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

158

Signature

Title

Date

/s/ Charles B. Lebovitz

Chairman of the Board

March 9, 2020

Charles B. Lebovitz

/s/ Stephen D. Lebovitz

Director and Chief Executive Officer

(Principal Executive Officer)

March 9, 2020

Stephen D. Lebovitz

/s/ Farzana Khaleel

Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

March 9, 2020

Farzana Khaleel

/s/ A. Larry Chapman*

Director 

March 9, 2020

A. Larry Chapman

/s/ Matthew S. Dominski*

Director 

March 9, 2020

Matthew S. Dominski

/s/ John D. Griffith*

Director

March 9, 2020

John D. Griffith

/s/ Richard J. Lieb*

Director

March 9, 2020

Richard J. Lieb

/s/ Kathleen M. Nelson*

Director

March 9, 2020

Kathleen M. Nelson

/s/ Michael L. Ashner

Director

March 9, 2020

Michael L. Ashner

/s/ Carolyn B. Tiffany

Director

March 9, 2020

Carolyn B. Tiffany

*By: /s/ Farzana Khaleel

Attorney-in-Fact

March 9, 2020

Farzana Khaleel


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Registrant)

By: CBL HOLDINGS I, INC., its general partner

By:

/s/ Farzana Khaleel

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

Dated: March 9, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Charles B. Lebovitz

Chairman of the Board of CBL Holdings I, Inc., general partner of the Registrant

March 9, 2020

Charles B. Lebovitz

/s/ Stephen D. Lebovitz

Director and Chief Executive Officer of CBL Holdings I, Inc., general partner of the Registrant (Principal Executive Officer)

March 9, 2020

Stephen D. Lebovitz

/s/ Farzana Khaleel

Executive Vice President - Chief Financial Officer and Treasurer of CBL Holdings, I, Inc., general partner of the Registrant (Principal Financial Officer and Principal Accounting Officer)

March 9, 2020

Farzana Khaleel

148