EXHIBIT 99.3
Supplemental Financial and Operating Information
For the Three and Nine Months Ended
September 30, 2013
Supplemental Financial and Operating Information
Table of Contents
|
| | |
| | | Page |
| Consolidated Statements of Operations | | |
| | | |
| Reconciliations of Non-GAAP Financial Measures: | | |
| Funds from Operations (FFO) | | |
| Same-Center Net Operating Income (NOI) | | |
| | | |
| Selected Financial and Equity Information | | |
| | | |
| Consolidated Balance Sheets | | |
| | | |
| Condensed Combined Financial Statements - Unconsolidated Affiliates | | |
| | | |
| Ratio of EBITDA to Interest Expense and Reconciliation of EBITDA to Operating Cash Flows | | |
| | | |
| Schedule of Mortgage and Other Indebtedness | | |
| | | |
| Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios | | |
| | | |
| Leasing Activity and Average Annual Base Rents | | |
| | | |
| Top 25 Tenants Based on Percentage of Total Annual Revenues | | |
| | | |
| Capital Expenditures | | |
| | | |
| Development Activity | | |
| | | |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Nine Months Ended September 30, 2013
Consolidated Statement of Operations
(Unaudited; in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| REVENUES: | | | | | | | |
| Minimum rents | $ | 167,703 |
| | $ | 160,999 |
| | $ | 498,632 |
| | $ | 473,011 |
|
| Percentage rents | 2,797 |
| | 3,152 |
| | 9,847 |
| | 8,183 |
|
| Other rents | 3,837 |
| | 3,653 |
| | 13,503 |
| | 13,241 |
|
| Tenant reimbursements | 70,576 |
| | 70,348 |
| | 213,524 |
| | 206,814 |
|
| Management, development and leasing fees | 3,118 |
| | 3,139 |
| | 9,042 |
| | 7,574 |
|
| Other | 9,518 |
| | 7,895 |
| | 27,067 |
| | 23,772 |
|
| Total revenues | 257,549 |
| | 249,186 |
| | 771,615 |
| | 732,595 |
|
| OPERATING EXPENSES: | | | | | | | |
| Property operating | 38,375 |
| | 35,326 |
| | 111,170 |
| | 104,331 |
|
| Depreciation and amortization | 68,941 |
| | 63,994 |
| | 206,115 |
| | 188,606 |
|
| Real estate taxes | 22,607 |
| | 22,286 |
| | 66,411 |
| | 66,626 |
|
| Maintenance and repairs | 13,387 |
| | 13,218 |
| | 40,808 |
| | 38,057 |
|
| General and administrative | 10,160 |
| | 10,171 |
| | 36,459 |
| | 35,964 |
|
| Loss on impairment | — |
| | 3,912 |
| | 21,038 |
| | 3,912 |
|
| Other | 6,371 |
| | 5,871 |
| | 21,217 |
| | 19,188 |
|
| Total operating expenses | 159,841 |
| | 154,778 |
| | 503,218 |
| | 456,684 |
|
| Income from operations | 97,708 |
| | 94,408 |
| | 268,397 |
| | 275,911 |
|
| Interest and other income | 8,809 |
| | 822 |
| | 10,197 |
| | 3,192 |
|
| Interest expense | (56,341 | ) | | (61,768 | ) | | (173,374 | ) | | (181,593 | ) |
| Gain (loss) on extinguishment of debt | — |
| | 178 |
| | (9,108 | ) | | 178 |
|
| Gain on sales of real estate assets | 58 |
| | 1,659 |
| | 1,058 |
| | 1,753 |
|
| Gain on investment | — |
| | — |
| | 2,400 |
| | — |
|
| Equity in earnings of unconsolidated affiliates | 2,270 |
| | 2,062 |
| | 7,618 |
| | 5,401 |
|
| Income tax provision | (271 | ) | | (1,195 | ) | | (854 | ) | | (1,234 | ) |
| Income from continuing operations | 52,233 |
| | 36,166 |
| | 106,334 |
| | 103,608 |
|
| Operating loss from discontinued operations | (8,346 | ) | | (23,762 | ) | | (5,195 | ) | | (16,155 | ) |
| Gain on discontinued operations | 290 |
| | 88 |
| | 1,162 |
| | 983 |
|
| Net income | 44,177 |
| | 12,492 |
| | 102,301 |
| | 88,436 |
|
| Net (income) loss attributable to noncontrolling interests in: | | | | | | | |
| Operating partnership | (4,075 | ) | | 1,776 |
| | (7,602 | ) | | (7,783 | ) |
| Other consolidated subsidiaries | (5,778 | ) | | (6,194 | ) | | (18,338 | ) | | (17,139 | ) |
| Net income attributable to the Company | 34,324 |
| | 8,074 |
| | 76,361 |
| | 63,514 |
|
| Preferred dividends | (11,223 | ) | | (10,594 | ) | | (33,669 | ) | | (31,782 | ) |
| Net income (loss) attributable to common shareholders | $ | 23,101 |
| | $ | (2,520 | ) | | $ | 42,692 |
| | $ | 31,732 |
|
| Basic per share data attributable to common shareholders: | | | | | | | |
| Income from continuing operations, net of preferred dividends | $ | 0.18 |
| | $ | 0.11 |
| | $ | 0.28 |
| | $ | 0.29 |
|
| Discontinued operations | (0.04 | ) | | (0.13 | ) | | (0.02 | ) | | (0.08 | ) |
| Net income (loss) attributable to common shareholders | $ | 0.14 |
| | $ | (0.02 | ) | | $ | 0.26 |
| | $ | 0.21 |
|
| Weighted-average common shares outstanding | 169,906 |
| | 158,689 |
| | 166,048 |
| | 152,721 |
|
| | | | | | | | |
| Diluted per share data attributable to common shareholders: | | | | | | |
| Income from continuing operations, net of preferred dividends | $ | 0.18 |
| | $ | 0.11 |
| | $ | 0.28 |
| | $ | 0.29 |
|
| Discontinued operations | (0.04 | ) | | (0.13 | ) | | (0.02 | ) | | (0.08 | ) |
| Net income (loss) attributable to common shareholders | $ | 0.14 |
| | $ | (0.02 | ) | | $ | 0.26 |
| | $ | 0.21 |
|
| Weighted-average common and potential dilutive common shares outstanding | 169,906 |
| | 158,731 |
| | 166,048 |
| | 152,765 |
|
| | | | | | | | |
| Amounts attributable to common shareholders: | | | | | | | |
| Income from continuing operations, net of preferred dividends | $ | 29,965 |
| | $ | 17,233 |
| | $ | 46,116 |
| | $ | 43,916 |
|
| Discontinued operations | (6,864 | ) | | (19,753 | ) | | (3,424 | ) | | (12,184 | ) |
| Net income (loss) attributable to common shareholders | $ | 23,101 |
| | $ | (2,520 | ) | | $ | 42,692 |
| | $ | 31,732 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Nine Months Ended September 30, 2013
The Company's calculation of FFO allocable to Company shareholders is as follows:
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| Net income (loss) attributable to common shareholders | $ | 23,101 |
| | $ | (2,520 | ) | | $ | 42,692 |
| | $ | 31,732 |
|
| Noncontrolling interest in income (loss) of operating partnership | 4,075 |
| | (1,776 | ) | | 7,602 |
| | 7,783 |
|
| Depreciation and amortization expense of: | | | | | | | |
| Consolidated properties | 68,941 |
| | 63,994 |
| | 206,115 |
| | 188,606 |
|
| Unconsolidated affiliates | 9,877 |
| | 10,828 |
| | 29,748 |
| | 32,877 |
|
| Discontinued operations | 1,634 |
| | 3,306 |
| | 6,638 |
| | 10,093 |
|
| Non-real estate assets | (572 | ) | | (478 | ) | | (1,530 | ) | | (1,366 | ) |
| Noncontrolling interests' share of depreciation and amortization | (1,403 | ) | | (1,208 | ) | | (4,292 | ) | | (3,537 | ) |
| Loss on impairment, net of tax benefit | 5,234 |
| | 29,773 |
| | 26,051 |
| | 29,969 |
|
| Gain on depreciable property | (8 | ) | | — |
| | (10 | ) | | (493 | ) |
| Gain on discontinued operations, net of taxes | (174 | ) | | (89 | ) | | (714 | ) | | (644 | ) |
| Funds from operations of the operating partnership | 110,705 |
| | 101,830 |
| | 312,300 |
| | 295,020 |
|
| Litigation settlement | (8,240 | ) | | — |
| | (8,240 | ) | | — |
|
| Gain on investment | — |
| | — |
| | (2,400 | ) | | — |
|
| (Gain) loss on extinguishment of debt | — |
| | (178 | ) | | 9,108 |
| | (178 | ) |
| Funds from operations of the operating partnership, as adjusted | $ | 102,465 |
| | $ | 101,652 |
| | $ | 310,768 |
| | $ | 294,842 |
|
| | | | | | | | |
| Funds from operations per diluted share | $ | 0.56 |
| | $ | 0.54 |
| | $ | 1.60 |
| | $ | 1.55 |
|
| Litigation settlement | (0.04 | ) | | — |
| | (0.04 | ) | | — |
|
| Gain on investment | — |
| | — |
| | (0.01 | ) | | — |
|
| (Gain) loss on extinguishment of debt | — |
| | — |
| | 0.05 |
| | — |
|
| Funds from operations, as adjusted, per diluted share | $ | 0.52 |
| | $ | 0.54 |
| | $ | 1.60 |
| | $ | 1.55 |
|
| | | | | | | | |
Weighted average common and potential dilutive common shares outstanding with operating partnership units fully converted | 199,451 |
| | 190,236 |
| | 195,594 |
| | 190,226 |
|
| | | | | | | | |
Reconciliation of FFO of the operating partnership to FFO allocable to common shareholders: | | | | | | | |
| Funds from operations of the operating partnership | $ | 110,705 |
| | $ | 101,830 |
| | $ | 312,300 |
| | $ | 295,020 |
|
Percentage allocable to common shareholders (1) | 85.19 | % | | 83.43 | % | | 84.89 | % | | 80.30 | % |
| Funds from operations allocable to common shareholders | $ | 94,310 |
| | $ | 84,957 |
| | $ | 265,111 |
| | $ | 236,901 |
|
| | | | | | | | |
| Funds from operations of the operating partnership, as adjusted | $ | 102,465 |
| | $ | 101,652 |
| | $ | 310,768 |
| | $ | 294,842 |
|
Percentage allocable to common shareholders (1) | 85.19 | % | | 83.43 | % | | 84.89 | % | | 80.30 | % |
| Funds from operations allocable to common shareholders, as adjusted | $ | 87,290 |
| | $ | 84,808 |
| | $ | 263,811 |
| | $ | 236,758 |
|
| | | | | | | | |
(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 outstanding during the period. See the reconciliation of shares and operating partnership units outstanding on page 5. |
| | | | | | | | |
CBL & Associates Properties, Inc. Supplemental Financial And Operating Information For the Three Months and Nine Months Ended September 30, 2013 |
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| SUPPLEMENTAL FFO INFORMATION: | | | | | | | |
| Lease termination fees | $ | 887 |
| | $ | 815 |
| | $ | 3,425 |
| | $ | 2,973 |
|
| Lease termination fees per share | $ | — |
| | $ | — |
| | $ | 0.02 |
| | $ | 0.02 |
|
| | | | | | | | |
| Straight-line rental income | $ | (2,755 | ) | | $ | 2,181 |
| | $ | 81 |
| | $ | 4,403 |
|
| Straight-line rental income per share | $ | (0.01 | ) | | $ | 0.01 |
| | $ | — |
| | $ | 0.02 |
|
| | | | | | | | |
| Gains on outparcel sales | $ | 35 |
| | $ | 2,275 |
| | $ | 1,035 |
| | $ | 5,128 |
|
| Gains on outparcel sales per share | $ | — |
| | $ | 0.01 |
| | $ | 0.01 |
| | $ | 0.03 |
|
| | | | | | | | |
| Net amortization of acquired above- and below-market leases | $ | 642 |
| | $ | 795 |
| | $ | 1,271 |
| | $ | 1,575 |
|
| Net amortization of acquired above- and below-market leases per share | $ | — |
| | $ | — |
| | $ | 0.01 |
| | $ | 0.01 |
|
| | | | | | | | |
| Net amortization of debt premiums (discounts) | $ | 639 |
| | $ | 652 |
| | $ | 1,715 |
| | $ | 1,707 |
|
| Net amortization of debt premiums (discounts) per share | $ | — |
| | $ | — |
| | $ | 0.01 |
| | $ | 0.01 |
|
| | | | | | | | |
| Income tax provision | $ | (271 | ) | | $ | (1,195 | ) | | $ | (854 | ) | | $ | (1,234 | ) |
| Income tax provision per share | $ | — |
| | $ | (0.01 | ) | | $ | — |
| | $ | (0.01 | ) |
| | | | | | | | |
| Loss on impairment from continuing operations | $ | — |
| | $ | (3,912 | ) | | $ | (21,038 | ) | | $ | (3,912 | ) |
| Loss on impairment from continuing operations per share | $ | — |
| | $ | (0.02 | ) | | $ | (0.11 | ) | | $ | (0.02 | ) |
| | | | | | | | |
| Loss on impairment from discontinued operations | $ | (5,234 | ) | | $ | (26,208 | ) | | $ | (5,234 | ) | | $ | (26,501 | ) |
| Loss on impairment from discontinued operations per share | $ | (0.03 | ) | | $ | (0.14 | ) | | $ | (0.03 | ) | | $ | (0.14 | ) |
| | | | | | | | |
| Gain (loss) on extinguishment of debt from continuing operations | $ | — |
| | $ | 178 |
| | $ | (9,108 | ) | | $ | 178 |
|
| Gain (loss) on extinguishment of debt from continuing operations per share | $ | — |
| | $ | — |
| | $ | (0.05 | ) | | $ | — |
|
| | | | | | | | |
| Gain on investment | $ | — |
| | $ | — |
| | $ | 2,400 |
| | $ | — |
|
| Gain on investment per share | $ | — |
| | $ | — |
| | $ | 0.01 |
| | $ | — |
|
| | | | | | | | |
| Litigation settlement | $ | 8,240 |
| | $ | — |
| | $ | 8,240 |
| | $ | — |
|
| Litigation settlement per share | $ | 0.04 |
| | $ | — |
| | $ | 0.04 |
| | $ | — |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Nine Months Ended September 30, 2013
Same-Center Net Operating Income
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| Net income attributable to the Company | $ | 34,324 |
| | $ | 8,074 |
| | $ | 76,361 |
| | $ | 63,514 |
|
| Adjustments: | | | | | | | |
| Depreciation and amortization | 68,941 |
| | 63,994 |
| | 206,115 |
| | 188,606 |
|
| Depreciation and amortization from unconsolidated affiliates | 9,877 |
| | 10,828 |
| | 29,748 |
| | 32,877 |
|
| Depreciation and amortization from discontinued operations | 1,634 |
| | 3,306 |
| | 6,638 |
| | 10,093 |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (1,403 | ) | | (1,208 | ) | | (4,292 | ) | | (3,537 | ) |
| Interest expense | 56,341 |
| | 61,768 |
| | 173,374 |
| | 181,593 |
|
| Interest expense from unconsolidated affiliates | 9,840 |
| | 11,022 |
| | 29,677 |
| | 33,289 |
|
| Interest expense from discontinued operations | — |
| | 665 |
| | 1 |
| | 2,302 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,076 | ) | | (1,014 | ) | | (3,029 | ) | | (2,476 | ) |
| Abandoned projects expense | 140 |
| | 8 |
| | 141 |
| | (115 | ) |
| Gain on sales of real estate assets | (58 | ) | | (1,659 | ) | | (1,058 | ) | | (1,753 | ) |
| Gain on sales of real estate assets from discontinued operations | — |
| | — |
| | — |
| | (3,036 | ) |
| Gain on sales of real estate assets of unconsolidated affiliates | (11 | ) | | (636 | ) | | (11 | ) | | (851 | ) |
| Gain on investment | — |
| | — |
| | (2,400 | ) | | — |
|
| (Gain) loss on extinguishment of debt | — |
| | (178 | ) | | 9,108 |
| | (178 | ) |
| Loss on impairment | — |
| | 3,912 |
| | 21,038 |
| | 3,912 |
|
| Loss on impairment from discontinued operations | 5,234 |
| | 26,208 |
| | 5,234 |
| | 26,501 |
|
| Income tax provision | 271 |
| | 1,195 |
| | 854 |
| | 1,234 |
|
Net income (loss) attributable to noncontrolling interest
in earnings of operating partnership | 4,075 |
| | (1,776 | ) | | 7,602 |
| | 7,783 |
|
| Gain on discontinued operations | (290 | ) | | (88 | ) | | (1,162 | ) | | (983 | ) |
| Operating partnership's share of total NOI | 187,839 |
| | 184,421 |
| | 553,939 |
| | 538,775 |
|
| General and administrative expenses | 10,160 |
| | 10,171 |
| | 36,459 |
| | 35,964 |
|
| Management fees and non-property level revenues | (6,272 | ) | | (6,775 | ) | | (21,956 | ) | | (19,038 | ) |
| Operating partnership's share of property NOI | 191,727 |
| | 187,817 |
| | 568,442 |
| | 555,701 |
|
| Non-comparable NOI | (17,632 | ) | | (15,216 | ) | | (44,392 | ) | | (39,283 | ) |
| Total same-center NOI | $ | 174,095 |
| | $ | 172,601 |
| | $ | 524,050 |
| | $ | 516,418 |
|
| Total same-center NOI percentage change | 0.9 | % | | | | 1.5 | % | | |
| | | | | | | | |
| Total same-center NOI | $ | 174,095 |
| | $ | 172,601 |
| | $ | 524,050 |
| | $ | 516,418 |
|
| Less lease termination fees | (799 | ) | | (751 | ) | | (3,168 | ) | | (2,378 | ) |
| Total same-center NOI, excluding lease termination fees | $ | 173,296 |
| | $ | 171,850 |
| | $ | 520,882 |
| | $ | 514,040 |
|
| | | | | | | | |
| Malls | 154,563 |
| | 155,428 |
| | 467,322 |
| | 465,120 |
|
| Associated centers | 8,046 |
| | 8,269 |
| | 24,623 |
| | 24,584 |
|
| Community centers | 5,457 |
| | 4,241 |
| | 14,348 |
| | 12,384 |
|
| Offices and other | 5,230 |
| | 3,912 |
| | 14,589 |
| | 11,952 |
|
| Total same-center NOI, excluding lease termination fees | $ | 173,296 |
| | $ | 171,850 |
| | $ | 520,882 |
| | $ | 514,040 |
|
| | | | | | | | |
| Percentage Change: | | | | | | | |
| Malls * | (0.6 | )% | | | | 0.5 | % | | |
| Associated centers | (2.7 | )% | | | | 0.2 | % | | |
| Community centers | 28.7 | % | | | | 15.9 | % | | |
| Offices and other | 33.7 | % | | | | 22.1 | % | | |
| Total same-center NOI, excluding lease termination fees * | 0.8 | % | | | | 1.3 | % | | |
| | | | | | | | |
| * Same-Center NOI for the nine months ended September 30, 2012, included a one-time bankruptcy settlement of $1.2 million. Excluding the settlement, the increase in same-center mall NOI for the nine months ended September 30, 2013 was 0.7%. Excluding the settlement, the change in total same-center NOI for the nine months ended September 30, 2013 was 1.6%. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2013 and 2012
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands) |
| | | | | | | | | | | | |
| | | As of September 30, 2013 |
| | | Fixed Rate | | Variable Rate | | Total |
| Consolidated debt | | $ | 3,517,089 |
| | $ | 1,350,628 |
| | $ | 4,867,717 |
|
| Noncontrolling interests' share of consolidated debt | | (67,828 | ) | | (5,684 | ) | | (73,512 | ) |
| Company's share of unconsolidated affiliates' debt | | 655,340 |
| | 138,042 |
| | 793,382 |
|
| Company's share of consolidated and unconsolidated debt | | $ | 4,104,601 |
| | $ | 1,482,986 |
| | $ | 5,587,587 |
|
| Weighted average interest rate | | 5.52 | % | | 2.01 | % | | 4.59 | % |
| | | | | | | |
| | | As of September 30, 2012 |
| | | Fixed Rate | | Variable Rate | | Total |
| Consolidated debt | | $ | 3,822,271 |
| | $ | 879,119 |
| | $ | 4,701,390 |
|
| Noncontrolling interests' share of consolidated debt | | (70,585 | ) | | — |
| | (70,585 | ) |
| Company's share of unconsolidated affiliates' debt | | 670,282 |
| | 129,696 |
| | 799,978 |
|
| Company's share of consolidated and unconsolidated debt | | $ | 4,421,968 |
| | $ | 1,008,815 |
| | $ | 5,430,783 |
|
| Weighted average interest rate | | 5.47 | % | | 2.47 | % | | 4.91 | % |
Debt-To-Total-Market Capitalization Ratio as of September 30, 2013
(In thousands, except stock price)
|
| | | | | | | | | |
| | | Shares
Outstanding | | Stock Price (1) | | Value |
| Common stock and operating partnership units | | 199,451 |
| | $19.10 | | $ | 3,809,514 |
|
| 7.375% Series D Cumulative Redeemable Preferred Stock | | 1,815 |
| | 250.00 | | 453,750 |
|
| 6.625% Series E Cumulative Redeemable Preferred Stock | | 690 |
| | 250.00 | | 172,500 |
|
| Total market equity | | | | | | 4,435,764 |
|
| Company's share of total debt | | | | | | 5,587,587 |
|
| Total market capitalization | | | | | | $ | 10,023,351 |
|
Debt-to-total-market capitalization ratio
| | | | | | 55.7 | % |
| | | | | | | |
| (1) Stock price for common stock and operating partnership units equals the closing price of the common stock on September 30, 2013. The stock prices for the preferred stocks represent the liquidation preference of each respective series. |
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
|
| | | | | | | | | | | | |
| | | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| 2013: | | Basic | | Diluted | | Basic | | Diluted |
| Weighted average shares - EPS | | 169,906 |
| | 169,906 |
| | 166,048 |
| | 166,048 |
|
| Weighted average operating partnership units | | 29,545 |
| | 29,545 |
| | 29,546 |
| | 29,546 |
|
| Weighted average shares- FFO | | 199,451 |
| | 199,451 |
| | 195,594 |
| | 195,594 |
|
| | | | | | | | | |
| 2012: | | | | | | | | |
| Weighted average shares - EPS | | 158,689 |
| | 158,731 |
| | 152,721 |
| | 152,765 |
|
| Weighted average operating partnership units | | 31,506 |
| | 31,505 |
| | 37,461 |
| | 37,461 |
|
| Weighted average shares- FFO | | 190,195 |
| | 190,236 |
| | 190,182 |
| | 190,226 |
|
Dividend Payout Ratio |
| | | | | | | | | | | | | | | | |
| | | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | | 2013 | | 2012 | | 2013 | | 2012 |
| Weighted average cash dividend per share | | $ | 0.23838 |
| | $ | 0.22896 |
| | $ | 0.7154 |
| | $ | 0.68688 |
|
| FFO as adjusted, per diluted fully converted share | | $ | 0.52 |
| | $ | 0.54 |
| | $ | 1.60 |
| | $ | 1.55 |
|
| Dividend payout ratio | | 45.8 | % | | 42.4 | % | | 44.7 | % | | 44.3 | % |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2013
Consolidated Balance Sheets (Unaudited; in thousands, except share data) |
| | | | | | | |
| | As of |
| | September 30, 2013 | | December 31, 2012 |
| ASSETS | | | |
| Real estate assets: | | | |
| Land | $ | 882,723 |
| | $ | 905,339 |
|
| Buildings and improvements | 7,100,354 |
| | 7,228,293 |
|
| | 7,983,077 |
| | 8,133,632 |
|
| Accumulated depreciation | (2,017,610 | ) | | (1,972,031 | ) |
| | 5,965,467 |
| | 6,161,601 |
|
| Held for sale | — |
| | 29,425 |
|
| Developments in progress | 161,841 |
| | 137,956 |
|
| Net investment in real estate assets | 6,127,308 |
| | 6,328,982 |
|
| Cash and cash equivalents | 74,588 |
| | 78,248 |
|
| Receivables: | | | |
Tenant, net of allowance for doubtful accounts of $2,204
and $1,977 in 2013 and 2012, respectively | 77,914 |
| | 78,963 |
|
Other, net of allowance for doubtful accounts of $1,283
and $1,270 in 2013 and 2012, respectively | 20,696 |
| | 8,467 |
|
| Mortgage and other notes receivable | 24,976 |
| | 25,967 |
|
| Investments in unconsolidated affiliates | 279,666 |
| | 259,810 |
|
| Intangible lease assets and other assets | 261,517 |
| | 309,299 |
|
| | $ | 6,866,665 |
| | $ | 7,089,736 |
|
| | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | | |
| Mortgage and other indebtedness | $ | 4,867,717 |
| | $ | 4,745,683 |
|
| Accounts payable and accrued liabilities | 348,237 |
| | 358,874 |
|
| Total liabilities | 5,215,954 |
| | 5,104,557 |
|
| Commitments and contingencies (Notes 5 and 11) | | | |
| Redeemable noncontrolling interests: | | | |
| Redeemable noncontrolling partnership interests | 37,170 |
| | 40,248 |
|
| Redeemable noncontrolling preferred joint venture interest | — |
| | 423,834 |
|
| Total redeemable noncontrolling interests | 37,170 |
| | 464,082 |
|
| Shareholders' equity: | | | |
| Preferred stock, $.01 par value, 15,000,000 shares authorized: | | | |
7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding | 18 |
| | 18 |
|
6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding | 7 |
| | 7 |
|
Common stock, $.01 par value, 350,000,000 shares
authorized, 169,905,892 and 161,309,652 issued and
outstanding in 2013 and 2012, respectively | 1,699 |
| | 1,613 |
|
| Additional paid-in capital | 1,967,067 |
| | 1,773,630 |
|
| Accumulated other comprehensive income | 6,466 |
| | 6,986 |
|
| Dividends in excess of cumulative earnings | (526,739 | ) | | (453,561 | ) |
| Total shareholders' equity | 1,448,518 |
| | 1,328,693 |
|
| Noncontrolling interests | 165,023 |
| | 192,404 |
|
| Total equity | 1,613,541 |
| | 1,521,097 |
|
| | $ | 6,866,665 |
| | $ | 7,089,736 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2013
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
|
| | | | | | | |
| | As of |
| | September 30, 2013 | | December 31, 2012 |
| ASSETS: | | | |
| Investment in real estate assets | $ | 2,154,361 |
| | $ | 2,143,187 |
|
| Accumulated depreciation | (538,700 | ) | | (492,864 | ) |
| | 1,615,661 |
| | 1,650,323 |
|
| Developments in progress | 90,451 |
| | 21,809 |
|
| Net investment in real estate assets | 1,706,112 |
| | 1,672,132 |
|
| Other assets | 174,744 |
| | 175,540 |
|
| Total assets | $ | 1,880,856 |
| | $ | 1,847,672 |
|
| | | | |
| LIABILITIES: | | | |
| Mortgage and other indebtedness | $ | 1,456,282 |
| | $ | 1,456,622 |
|
| Other liabilities | 55,404 |
| | 48,538 |
|
| Total liabilities | 1,511,686 |
| | 1,505,160 |
|
| | | | |
| OWNERS' EQUITY: | | | |
| The Company | 215,556 |
| | 196,694 |
|
| Other investors | 153,614 |
| | 145,818 |
|
| Total owners' equity | 369,170 |
| | 342,512 |
|
| Total liabilities and owners’ equity | $ | 1,880,856 |
| | $ | 1,847,672 |
|
|
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | | |
| Total revenues | $ | 59,348 |
| | $ | 61,821 |
| | $ | 180,091 |
| | $ | 186,320 |
|
| Depreciation and amortization | (18,889 | ) | | (20,423 | ) | | (57,158 | ) | | (61,907 | ) |
| Other operating expenses | (17,705 | ) | | (18,742 | ) | | (53,223 | ) | | (55,765 | ) |
| Income from operations | 22,754 |
| | 22,656 |
| | 69,710 |
| | 68,648 |
|
| Interest expense | (19,150 | ) | | (21,002 | ) | | (57,861 | ) | | (63,199 | ) |
| Gain on sales of real estate assets | 21 |
| | 1,271 |
| | 21 |
| | 1,701 |
|
| Net income | $ | 3,625 |
| | $ | 2,925 |
| | $ | 11,870 |
| | $ | 7,150 |
|
|
| | | | | | | | | | | | | | | |
| | Company's Share for the Three
Months Ended September 30, | | Company's Share for the Nine
Months Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | | |
| Total revenues | $ | 30,556 |
| | $ | 32,803 |
| | $ | 93,002 |
| | $ | 99,190 |
|
| Depreciation and amortization | (9,877 | ) | | (10,828 | ) | | (29,748 | ) | | (32,877 | ) |
| Other operating expenses | (8,580 | ) | | (9,527 | ) | | (25,970 | ) | | (28,474 | ) |
| Income from operations | 12,099 |
| | 12,448 |
| | 37,284 |
| | 37,839 |
|
| Interest expense | (9,840 | ) | | (11,022 | ) | | (29,677 | ) | | (33,289 | ) |
| Gain on sales of real estate assets | 11 |
| | 636 |
| | 11 |
| | 851 |
|
| Net income | $ | 2,270 |
| | $ | 2,062 |
| | $ | 7,618 |
| | $ | 5,401 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Nine Months Ended September 30, 2013
The Company presents the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest because the Company believes that the EBITDA to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt.
Ratio of EBITDA to Interest Expense
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| EBITDA: | | | | | | | |
| Net income attributable to the Company | $ | 34,324 |
| | $ | 8,074 |
| | $ | 76,361 |
| | $ | 63,514 |
|
| | | | | | | | |
| Adjustments: | | | | | | | |
| Depreciation and amortization | 68,941 |
| | 63,994 |
| | 206,115 |
| | 188,606 |
|
| Depreciation and amortization from unconsolidated affiliates | 9,877 |
| | 10,828 |
| | 29,748 |
| | 32,877 |
|
| Depreciation and amortization from discontinued operations | 1,634 |
| | 3,306 |
| | 6,638 |
| | 10,093 |
|
Noncontrolling interests' share of depreciation and amortization in
other consolidated subsidiaries | (1,403 | ) | | (1,208 | ) | | (4,292 | ) | | (3,537 | ) |
| Interest expense | 56,341 |
| | 61,768 |
| | 173,374 |
| | 181,593 |
|
| Interest expense from unconsolidated affiliates | 9,840 |
| | 11,022 |
| | 29,677 |
| | 33,289 |
|
| Interest expense from discontinued operations | — |
| | 665 |
| | 1 |
| | 2,302 |
|
Noncontrolling interests' share of interest expense in
other consolidated subsidiaries | (1,076 | ) | | (1,014 | ) | | (3,029 | ) | | (2,476 | ) |
| Income and other taxes | 1,823 |
| | 1,389 |
| | 3,326 |
| | 2,407 |
|
| (Gain) loss on extinguishment of debt | — |
| | (178 | ) | | 9,108 |
| | (178 | ) |
| Loss on impairment | — |
| | 3,912 |
| | 21,038 |
| | 3,912 |
|
| Loss on impairment from discontinued operations | 5,234 |
| | 26,208 |
| | 5,234 |
| | 26,501 |
|
| Abandoned projects | 140 |
| | 8 |
| | 141 |
| | (115 | ) |
| Gain on investment | — |
| | — |
| | (2,400 | ) | | — |
|
Net income (loss) attributable to noncontrolling interest
in earnings of operating partnership | 4,075 |
| | (1,776 | ) | | 7,602 |
| | 7,783 |
|
| Gain on depreciable property | (8 | ) | | — |
| | (10 | ) | | (493 | ) |
| Gain on discontinued operations | (290 | ) | | (88 | ) | | (1,152 | ) | | (983 | ) |
| Company's share of total EBITDA | $ | 189,452 |
| | $ | 186,910 |
| | $ | 557,480 |
| | $ | 545,095 |
|
| | | | | | | | |
| | | | | | | | |
| Interest Expense: | | | | | | | |
| Interest expense | $ | 56,341 |
| | $ | 61,768 |
| | $ | 173,374 |
| | $ | 181,593 |
|
| Interest expense from unconsolidated affiliates | 9,840 |
| | 11,022 |
| | 29,677 |
| | 33,289 |
|
| Interest expense from discontinued operations | — |
| | 665 |
| | 1 |
| | 2,302 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,076 | ) | | (1,014 | ) | | (3,029 | ) | | (2,476 | ) |
| Company's share of total interest expense | $ | 65,105 |
| | $ | 72,441 |
| | $ | 200,023 |
| | $ | 214,708 |
|
| | | | | | | | |
| Ratio of EBITDA to Interest Expense | 2.91 |
| | 2.58 |
| | 2.79 |
| | 2.54 |
|
Reconciliation of EBITDA to Cash Flows Provided By Operating Activities (In thousands) |
| | | | | | | | | | | | | | | |
| | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| EBITDA: | | | | | | | |
| Company's share of total EBITDA | $ | 189,452 |
| | $ | 186,910 |
| | $ | 557,480 |
| | $ | 545,095 |
|
| Interest expense | (56,341 | ) | | (61,768 | ) | | (173,374 | ) | | (181,593 | ) |
| Interest expense from discontinued operations | — |
| | (665 | ) | | (1 | ) | | (2,302 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 1,076 |
| | 1,014 |
| | 3,029 |
| | 2,476 |
|
| Income and other taxes | (1,823 | ) | | (1,389 | ) | | (3,326 | ) | | (2,407 | ) |
| Net amortization of deferred financing costs and debt premiums (discounts) | 1,148 |
| | 1,731 |
| | 3,650 |
| | 5,402 |
|
Net amortization of deferred financing costs and debt premiums (discounts) from discontinued operations | — |
| | 44 |
| | 1 |
| | 161 |
|
| Net amortization of intangible lease assets and liabilities | 69 |
| | (404 | ) | | (111 | ) | | (551 | ) |
| Depreciation and interest expense from unconsolidated affiliates | (19,717 | ) | | (21,850 | ) | | (59,425 | ) | | (66,166 | ) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 1,403 |
| | 1,208 |
| | 4,292 |
| | 3,537 |
|
| Noncontrolling interests in earnings of other consolidated subsidiaries | 5,778 |
| | 6,194 |
| | 18,338 |
| | 17,139 |
|
| Gains on outparcel sales | (58 | ) | | (1,660 | ) | | (1,058 | ) | | (4,297 | ) |
| Realized gain on available for sale securities | — |
| | — |
| | — |
| | (160 | ) |
| Equity in earnings of unconsolidated affiliates | (2,270 | ) | | (2,062 | ) | | (7,618 | ) | | (5,401 | ) |
| Distributions of earnings from unconsolidated affiliates | 3,314 |
| | 4,410 |
| | 11,225 |
| | 11,724 |
|
| Share-based compensation expense | 421 |
| | 472 |
| | 2,308 |
| | 2,211 |
|
| Provision for doubtful accounts | 532 |
| | (21 | ) | | 1,459 |
| | 1,310 |
|
| Change in deferred tax assets | (158 | ) | | 1,365 |
| | 1,666 |
| | 3,681 |
|
| Changes in operating assets and liabilities | 23,534 |
| | (13,702 | ) | | (22,497 | ) | | (10,241 | ) |
| Cash flows provided by operating activities | $ | 146,360 |
| | $ | 99,827 |
| | $ | 336,038 |
| | $ | 319,618 |
|
Supplemental Financial And Operating Information
As of September 30, 2013
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands )
|
| | | | | | | | | | | | | | | | |
| Property | | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| | Fixed | | Variable |
| | | | | | | | | | | |
| Operating Properties: | | | | | | | | | |
| Columbia Place | Columbia, SC | Sep-13 |
| 5.45% | $ | 27,265 |
| (a) | $ | 27,265 |
| | $ | — |
|
| North Park Mall | Joplin, MO | Mar-14 |
| 5.75% | 32,892 |
|
| 32,892 |
| | — |
|
| Mall del Norte | Laredo, TX | Dec-14 |
| 5.04% | 113,400 |
|
| 113,400 |
| | — |
|
| The Promenade | D'lberville, MS | Dec-14 | Dec-18 | 1.89% | 51,960 |
|
| — |
| | 51,960 |
|
| Imperial Valley Mall | El Centro, CA | Sep-15 |
| 4.99% | 51,601 |
|
| 51,601 |
| | — |
|
| CherryVale Mall | Rockford, IL | Oct-15 |
| 5.00% | 80,869 |
|
| 80,869 |
| | — |
|
| Brookfield Square | Brookfield, IL | Nov-15 |
| 5.08% | 90,675 |
|
| 90,675 |
| | — |
|
| East Towne Mall | Madison, WI | Nov-15 |
| 5.00% | 68,967 |
|
| 68,967 |
| | — |
|
| West Towne Mall | Madison, WI | Nov-15 |
| 5.00% | 97,416 |
|
| 97,416 |
| | — |
|
| Eastland Mall | Bloomington, IL | Dec-15 |
| 5.85% | 59,400 |
|
| 59,400 |
| | — |
|
| Hickory Point Mall | Decatur, IL | Dec-15 |
| 5.85% | 29,166 |
|
| 29,166 |
| | — |
|
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | Feb-16 |
| 5.87% | 39,626 |
|
| 39,626 |
| | — |
|
| CoolSprings Crossing | Nashville, TN | Apr-16 |
| 4.54% | 12,546 |
| (b) | 12,546 |
| | — |
|
| Gunbarrel Pointe | Chattanooga, TN | Apr-16 |
| 4.64% | 11,171 |
| (c) | 11,171 |
| | — |
|
| Janesville Mall | Janesville, WI | Apr-16 |
| 8.38% | 4,301 |
|
| 4,301 |
| | — |
|
| Stroud Mall | Stroud, PA | Apr-16 |
| 4.59% | 33,559 |
| (d) | 33,559 |
| | — |
|
| York Galleria | York, PA | Apr-16 |
| 4.55% | 53,599 |
| (e) | 53,599 |
| | — |
|
| Statesboro Crossing | Statesboro, GA | Jun-16 | Jun-18 | 1.98% | 11,369 |
|
| — |
| | 11,369 |
|
| Chapel Hill Mall | Akron, OH | Aug-16 |
| 6.10% | 69,030 |
|
| 69,030 |
| | — |
|
| Greenbrier Mall | Chesapeake, VA | Aug-16 |
| 5.91% | 75,937 |
|
| 75,937 |
| | — |
|
| Hamilton Place | Chattanooga, TN | Aug-16 |
| 5.86% | 104,434 |
|
| 104,434 |
| | — |
|
| Midland Mall | Midland, MI | Aug-16 |
| 6.10% | 34,067 |
|
| 34,067 |
| | — |
|
| Chesterfield Mall | St. Louis, MO | Sep-16 |
| 5.74% | 140,000 |
|
| 140,000 |
| | — |
|
| Dakota Square Mall | Minot, ND | Nov-16 |
| 6.23% | 57,869 |
|
| 57,869 |
| | — |
|
| St. Clair Square | Fairview Heights, IL | Dec-16 |
| 3.27% | 122,750 |
|
| — |
| | 122,750 |
|
| Southaven Towne Center | Southaven, MS | Jan-17 |
| 5.50% | 41,148 |
|
| 41,148 |
| | — |
|
| Cary Towne Center | Cary, NC | Mar-17 |
| 8.50% | 54,254 |
|
| 54,254 |
| | — |
|
| Acadiana Mall | Lafayette, LA | Apr-17 |
| 5.67% | 135,624 |
|
| 135,624 |
| | — |
|
| Citadel Mall | Charleston, SC | Apr-17 |
| 5.68% | 68,282 |
| (f) | 68,282 |
| | — |
|
| Hamilton Corner | Chattanooga, TN | Apr-17 |
| 5.67% | 15,367 |
|
| 15,367 |
| | — |
|
| Layton Hills Mall | Layton, UT | Apr-17 |
| 5.66% | 96,927 |
|
| 96,927 |
| | — |
|
| The Plaza at Fayette Mall | Lexington, KY | Apr-17 |
| 5.67% | 40,038 |
|
| 40,038 |
| | — |
|
| The Shoppes at St. Clair Square | Fairview Heights, IL | Apr-17 |
| 5.67% | 20,291 |
|
| 20,291 |
| | — |
|
| EastGate Crossing | Cincinnati, OH | May-17 |
| 5.66% | 15,101 |
|
| 15,101 |
| | — |
|
| The Outlet Shoppes at El Paso | El Paso, TX | Dec-17 |
| 7.06% | 65,700 |
|
| 65,700 |
| | — |
|
| Kirkwood Mall | Bismarck, ND | Apr-18 |
| 5.75% | 39,962 |
|
| 39,962 |
| | — |
|
| Hanes Mall | Winston-Salem, NC | Oct-18 |
| 6.99% | 154,549 |
|
| 154,549 |
| | — |
|
| Honey Creek Mall | Terre Haute, IN | Jul-19 |
| 8.00% | 30,228 |
|
| 30,228 |
| | — |
|
| Volusia Mall | Daytona Beach, FL | Jul-19 |
| 8.00% | 51,999 |
|
| 51,999 |
| | — |
|
| The Terrace | Chattanooga, TN | Jun-20 |
| 7.25% | 14,030 |
|
| 14,030 |
| | — |
|
| Burnsville Center | Burnsville, MN | Jul-20 |
| 6.00% | 78,001 |
|
| 78,001 |
| | — |
|
| Parkway Place | Huntsville, AL | Jul-20 |
| 6.50% | 39,641 |
|
| 39,641 |
| | — |
|
| Valley View Mall | Roanoke, VA | Jul-20 |
| 6.50% | 61,348 |
|
| 61,348 |
| | — |
|
| Parkdale Mall & Crossing | Beaumont, TX | Mar-21 |
| 5.85% | 90,480 |
|
| 90,480 |
| | — |
|
| EastGate Mall | Cincinnati, OH | Apr-21 |
| 5.83% | 41,403 |
|
| 41,403 |
| | — |
|
| Hamilton Crossing & Expansion | Chattanooga, TN | Apr-21 |
| 5.99% | 10,128 |
|
| 10,128 |
| | — |
|
| Park Plaza Mall | Little Rock, AR | Apr-21 |
| 5.28% | 94,457 |
|
| 94,457 |
| | — |
|
| Wausau Center | Wausau, WI | Apr-21 |
| 5.85% | 18,892 |
|
| 18,892 |
| | — |
|
|
| | | | | | | | | | | | | | | | |
| Property | | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| | Fixed | | Variable |
| | | | | | | | | | | |
| Fayette Mall | Lexington, KY | May-21 |
| 5.42% | 176,316 |
|
| 176,316 |
| | — |
|
| Alamance Crossing - East | Burlington, NC | Jul-21 |
| 5.83% | 49,519 |
|
| 49,519 |
| | — |
|
| Asheville Mall | Asheville, NC | Sep-21 |
| 5.80% | 75,197 |
|
| 75,197 |
| | — |
|
| Cross Creek Mall | Fayetteville, NC | Jan-22 |
| 4.54% | 134,781 |
|
| 134,781 |
| | — |
|
| The Outlet Shoppes at Oklahoma City | Oklahoma City, OK | Jan-22 |
| 5.73% | 58,111 |
|
| 58,111 |
| | — |
|
| Northwoods Mall | North Charleston, SC | Apr-22 |
| 5.08% | 71,563 |
|
| 71,563 |
| | — |
|
| Arbor Place | Douglasville, GA | May-22 |
| 5.10% | 119,764 |
|
| 119,764 |
| | — |
|
| CBL Center | Chattanooga, TN | Jun-22 |
| 5.00% | 21,291 |
|
| 21,291 |
| | — |
|
| Fashion Square | Saginaw, MI | Jun-22 |
| 4.95% | 40,903 |
|
| 40,903 |
| | — |
|
| Jefferson Mall | Louisville, KY | Jun-22 |
| 4.75% | 69,876 |
|
| 69,876 |
| | — |
|
| Southpark Mall | Colonial Heights, VA | Jun-22 |
| 4.85% | 65,786 |
|
| 65,786 |
| | — |
|
| WestGate Mall | Spartanburg, SC | Jul-22 |
| 4.99% | 39,032 |
|
| 39,032 |
| | — |
|
| | | SUBTOTAL | | | | $ | 3,673,858 |
| | $ | 3,487,779 |
| | $ | 186,079 |
|
| Weighted average interest rate | | | | | 5.42 | % | | 5.56 | % | | 2.80 | % |
| | | | | | | | | | | |
| Debt Premiums (Discounts): (g) | | | | | | | | | |
| Northpark Mall | Joplin, MO | Mar-14 | | 5.50% | $ | 28 |
| | $ | 28 |
| | $ | — |
|
| Imperial Valley Mall | El Centro, CA | Sep-15 | | 3.75% | 1,222 |
| | 1,222 |
| | — |
|
| Chesterfield Mall | St. Louis, MO | Sep-16 | | 5.96% | (793 | ) | | (793 | ) | | — |
|
| Dakota Square Mall | Minot, ND | Nov-16 | | 5.03% | 2,188 |
| | 2,188 |
| | — |
|
| The Outlet Shoppes at El Paso | El Paso, TX | Dec-17 | | 4.75% | 5,787 |
| | 5,787 |
| | — |
|
| Kirkwood Mall | Bismarck, ND | Apr-18 | | 4.25% | 2,614 |
| | 2,614 |
| | — |
|
| | | SUBTOTAL | | | | $ | 11,046 |
| | $ | 11,046 |
| | $ | — |
|
| Weighted average interest rate | | | | | 4.49 | % | | 4.49 | % | | |
| | | | | | | | | | | |
| Total Loans On Operating Properties And Debt Premiums (Discounts) | | | $ | 3,684,904 |
| | $ | 3,498,825 |
| | $ | 186,079 |
|
| Weighted average interest rate | | | | | 5.42 | % | | 5.56 | % | | 2.80 | % |
| | | | | | | | | | | |
| Construction Loan: | | | | | | | | | |
| The Outlet Shoppes at Atlanta | Woodstock, GA | Aug-15 | Aug-17 | 2.93% | $ | 49,641 |
| | $ | — |
| | $ | 49,641 |
|
| | | | | | | | | | | |
| Credit Facilities: | | | | | | | | | |
| Unsecured facilities: | | | | | | | | | |
| $600,000 capacity | | Nov-15 | Nov-16 | 1.58% | $ | 509,525 |
| | $ | — |
| | $ | 509,525 |
|
| $100,000 capacity | | Feb-16 |
| 1.58% | 31,000 |
| | — |
| | 31,000 |
|
| $600,000 capacity | | Nov-16 | Nov-17 | 1.58% | 124,383 |
| | — |
| | 124,383 |
|
| Total unsecured credit facilities ($1,300,000 capacity) | | | 1.58% | 664,908 |
| | — |
| | 664,908 |
|
| | | | | | | | | | |
| Unsecured Term loans: | | | | | | | | | |
| $50,000 Term Loan | | Feb-18 | | 2.08% | 50,000 |
| | — |
| | 50,000 |
|
| $400,000 Term Loan | | Jul-18 | | 1.68% | 400,000 |
| | — |
| | 400,000 |
|
| | | 1.72% | 450,000 |
| | — |
| | 450,000 |
|
| | | SUBTOTAL | | | 1.64% | $ | 1,114,908 |
| | $ | — |
| | $ | 1,114,908 |
|
| Other | | | | | | | | | |
| Pearland Town Center |
| | | | $ | 18,264 |
| (h) | $ | 18,264 |
| | $ | — |
|
| | | | | | | | | | | |
| Total Consolidated Debt | | | | | $ | 4,867,717 |
| | $ | 3,517,089 |
| | $ | 1,350,628 |
|
| Weighted average interest rate | | | | | 4.54 | % | | 5.57 | % | | 1.85 | % |
|
| | | | | | | | | | | | | | | | |
| Property | | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| | Fixed | | Variable |
| | | | | | | | | | | |
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | | | | | | | | |
| Summit Fair | Lee's Summit, MO | Oct-13 | | 5.00% | $ | 13,451 |
| (i) | $ | — |
| | $ | 13,451 |
|
| Hammock Landing Phase I | West Melbourne, FL | Nov-13 | Nov-14 | 3.69% | 40,900 |
|
| — |
| | 40,900 |
|
| Hammock Landing Phase II | West Melbourne, FL | Nov-13 | | 3.68% | 2,675 |
|
| — |
| | 2,675 |
|
| The Pavilion at Port Orange | Port Orange, FL | Mar-14 | Mar-15 | 3.69% | 62,514 |
|
| — |
| | 62,514 |
|
| Coastal Grand-Myrtle Beach | Myrtle Beach, SC | Oct-14 | | 5.09% | 38,812 |
| (j) | 38,812 |
| | — |
|
| Gulf Coast Town Center Phase III | Ft. Myers, FL | Jul-15 | | 2.75% | 6,395 |
|
| — |
| | 6,395 |
|
| Oak Park Mall | Overland Park, KS | Dec-15 | | 5.85% | 137,850 |
|
| 137,850 |
| | — |
|
| Triangle Town Center | Raleigh, NC | Dec-15 | | 5.74% | 90,173 |
|
| 90,173 |
| | — |
|
| Fremaux Town Center | Slidell, LA | Mar-16 | Mar-18 | 2.31% | 11,364 |
|
| — |
| | 11,364 |
|
| Renaissance Center Phase I | Durham, NC | Jul-16 | | 5.61% | 16,650 |
|
| 16,650 |
| | — |
|
| Governor's Square Mall | Clarksville, TN | Sep-16 | | 8.23% | 9,537 |
|
| 9,537 |
| | — |
|
| Kentucky Oaks Mall | Paducah, KY | Jan-17 | | 5.27% | 11,699 |
|
| 11,699 |
| | — |
|
| The Shops at Friendly Center | Greensboro, NC | Jan-17 | | 5.90% | 20,269 |
|
| 20,269 |
| | — |
|
| High Pointe Commons | Harrisburg, PA | May-17 | | 5.74% | 6,817 |
|
| 6,817 |
| | — |
|
| Gulf Coast Town Center Phase I | Ft. Myers, FL | Jul-17 | | 5.60% | 95,400 |
|
| 95,400 |
| | — |
|
| High Pointe Commons Phase II | Harrisburg, PA | Jul-17 | | 6.10% | 2,722 |
|
| 2,722 |
| | — |
|
| CoolSprings Galleria | Nashville, TN | Jun-18 | | 6.98% | 54,005 |
|
| 54,005 |
| | — |
|
| York Town Center | York, PA | Feb-22 | | 4.90% | 18,406 |
|
| 18,406 |
| | — |
|
| York Town Center - Pier 1 | York, PA | Feb-22 | | 2.94% | 743 |
|
| — |
| | 743 |
|
| West County Center | St. Louis, MO | Dec-22 | | 3.40% | 95,000 |
|
| 95,000 |
| | — |
|
| Friendly Shopping Center | Greensboro, NC | Apr-23 | | 3.48% | 50,000 |
|
| 50,000 |
| | — |
|
| Renaissance Center Phase II | Durham, NC | Apr-23 | | 3.49% | 8,000 |
|
| 8,000 |
| | — |
|
| | | SUBTOTAL | | | | $ | 793,382 |
| | $ | 655,340 |
| | $ | 138,042 |
|
| | | | | | | | | | | |
| Less Noncontrolling Interests' Share Of Consolidated Debt: | Noncontrolling Interest % | | | | | | | |
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | 50% | | 4.99% | $ | (19,813 | ) | | $ | (19,813 | ) | | $ | — |
|
| Statesboro Crossing | Statesboro, GA | 50% | | 1.98% | (5,684 | ) | | — |
| | (5,684 | ) |
| Hamilton Place | Chattanooga, TN | 10% | | 5.86% | (10,443 | ) | | (10,443 | ) | | — |
|
| The Outlet Shoppes at El Paso | El Paso, TX | 25% | | 7.06% | (16,425 | ) | | (16,425 | ) | | — |
|
| The Terrace | Chattanooga, TN | 8% | | 7.25% | (1,122 | ) | | (1,122 | ) | | — |
|
| Hamilton Crossing & Expansion | Chattanooga, TN | 8% | | 5.99% | (810 | ) | | (810 | ) | | — |
|
| The Outlet Shoppes at Oklahoma City | Oklahoma City, OK | 25% | | 5.73% | (14,528 | ) | | (14,528 | ) | | — |
|
| CBL Center | Chattanooga, TN | 8% | | 5.00% | (1,703 | ) | | (1,703 | ) | | — |
|
| Hamilton Corner | Chattanooga, TN | 10% | | 5.67% | (1,537 | ) | | (1,537 | ) | | — |
|
| | | SUBTOTAL | | | | $ | (72,065 | ) | | $ | (66,381 | ) | | $ | (5,684 | ) |
| | | | | | | | | | | |
| Less Noncontrolling Interests' Share Of Debt Premiums: (e) | | | | | | | |
| The Outlet Shoppes at El Paso | El Paso, TX | 25% | | 4.75% | $ | (1,447 | ) | | $ | (1,447 | ) | | $ | — |
|
| | | | | | | | | | | |
| Company's Share Of Consolidated And Unconsolidated Debt | | | $ | 5,587,587 |
| | $ | 4,104,601 |
| | $ | 1,482,986 |
|
| Weighted average interest rate | | | | | 4.59 | % | | 5.52 | % | | 2.01 | % |
| | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | |
| Property | | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| | Fixed | | Variable |
| | | | | | | | | | | |
| Total Debt of Unconsolidated Affiliates: | | | | | | | | |
| Summit Fair | Lee's Summit, MO | Oct-13 | | 5.00% | $ | 49,817 |
|
| $ | — |
| | $ | 49,817 |
|
| Hammock Landing Phase I | West Melbourne, FL | Nov-13 | Nov-14 | 3.69% | 40,900 |
|
| — |
| | 40,900 |
|
| Hammock Landing Phase II | West Melbourne, FL | Nov-13 | | 3.68% | 2,675 |
|
| — |
| | 2,675 |
|
| The Pavilion at Port Orange | Port Orange, FL | Mar-14 | Mar-15 | 3.69% | 62,514 |
|
| — |
| | 62,514 |
|
| Coastal Grand-Myrtle Beach | Myrtle Beach, SC | Oct-14 | | 5.09% | 77,624 |
| (j) | 77,624 |
| | — |
|
| Gulf Coast Town Center Phase III | Ft. Myers, FL | Jul-15 | | 2.75% | 6,395 |
|
| — |
| | 6,395 |
|
| Oak Park Mall | Overland Park, KS | Dec-15 | | 5.85% | 275,700 |
|
| 275,700 |
| | — |
|
| Triangle Town Center | Raleigh, NC | Dec-15 | | 5.74% | 180,346 |
|
| 180,346 |
| | — |
|
| Fremaux Town Center | Slidell, LA | Mar-16 | Mar-18 | 2.31% | 11,364 |
|
| — |
| | 11,364 |
|
| Renaissance Center Phase I | Durham, NC | Jul-16 | | 5.61% | 33,300 |
|
| 33,300 |
| | — |
|
| Governor's Square Mall | Clarksville, TN | Sep-16 | | 8.23% | 20,079 |
|
| 20,079 |
| | — |
|
| Kentucky Oaks Mall | Paducah, KY | Jan-17 | | 5.27% | 23,398 |
|
| 23,398 |
| | — |
|
| The Shops at Friendly Center | Greensboro, NC | Jan-17 | | 5.90% | 40,538 |
|
| 40,538 |
| | — |
|
| High Pointe Commons | Harrisburg, PA | May-17 | | 5.74% | 13,634 |
|
| 13,634 |
| | — |
|
| Gulf Coast Town Center Phase I | Ft. Myers, FL | Jul-17 | | 5.60% | 190,800 |
|
| 190,800 |
| | — |
|
| High Pointe Commons Phase II | Harrisburg, PA | Jul-17 | | 6.10% | 5,443 |
|
| 5,443 |
| | — |
|
| CoolSprings Galleria | Nashville, TN | Jun-18 | | 6.98% | 108,010 |
|
| 108,010 |
| | — |
|
| York Town Center | York, PA | Feb-22 | | 4.90% | 36,812 |
|
| 36,812 |
| | — |
|
| York Town Center - Pier 1 | York, PA | Feb-22 | | 2.94% | 1,486 |
|
| — |
| | 1,486 |
|
| West County Center | St. Louis, MO | Dec-22 | | 3.40% | 190,000 |
|
| 190,000 |
| | — |
|
| Friendly Shopping Center | Greensboro, NC | Apr-23 | | 3.48% | 100,000 |
|
| 100,000 |
| | — |
|
| Renaissance Center Phase II | Durham, NC | Apr-23 | | 3.49% | 16,000 |
|
| 16,000 |
| | — |
|
| | | | | | | $ | 1,486,835 |
| | $ | 1,311,684 |
| | $ | 175,151 |
|
| Weighted average interest rate | | | | | 5.12 | % | | 5.28 | % | | 3.93 | % |
| | | | | | | | | | | |
| | |
| (a) | The lender notified the Company in the first quarter of 2012 that the loan had been placed in default. The lender receives the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. |
| (b) | The Company has an interest rate swap on a notional amount of $12,546, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
| (c) | The Company has an interest rate swap on a notional amount of $11,171, amortizing to $10,083 over the term of the swap, related to Gunbarrel Point to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
| (d) | The Company has an interest rate swap on a notional amount of $33,559, amortizing to $30,276 over the term of the swap, related to Stroud Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
| (e) | The Company has an interest rate swap on a notional amount of $53,599, amortizing to $48,337 over the term of the swap, related to York Galleria to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
| (f) | The lender notified the Company in August 2013 that the loan had been placed in default and initiated foreclosure proceedings. The lender receives the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. |
| (g) | The weighted average interest rates used for debt premiums (discounts) reflect the market interest rate in effect as of the assumption of the related debt. |
| (h) | Pearland Town Center is owned 88% by the Company and 12% by a noncontrolling partner. This amount represents the noncontrolling partner's equity contribution that is accounted for as a financing due to certain terms of the joint venture agreement. |
| (i) | Represents the 27% share of the outstanding balance of the construction financing that the Company has guaranteed. The maximum amount that the Company has guaranteed is approximately $13,451. In October 2013, the Company was released from this guarantee. |
| (j) | Represents a first mortgage securing the property. In addition to the first mortgage, there is also $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000. |
| | | | | | | | | | | |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2013
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands )
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
|
| | | | | | | | | | | | | | | | | | | |
| Year | | Consolidated Debt | | CBL's Share of Unconsolidated Affiliates' Debt | | Noncontrolling Interests' Share of Consolidated Debt | | CBL's Share of Consolidated and Unconsolidated Debt | | % of Total |
| | | | | | | | | | | |
| 2013 | | $ | 27,265 |
| | $ | 16,126 |
| | $ | — |
| | $ | 43,391 |
| | 0.78 | % |
| 2014 | | 164,556 |
| | 79,712 |
| | — |
| | 244,268 |
| | 4.37 | % |
| 2015 | | 478,094 |
| | 296,932 |
| | — |
| | 775,026 |
| | 13.87 | % |
| 2016 | | 1,299,414 |
| | 26,187 |
| | (30,256 | ) | | 1,295,345 |
| | 23.18 | % |
| 2017 | | 726,756 |
| | 136,907 |
| | (16,425 | ) | | 847,238 |
| | 15.16 | % |
| 2018 | | 707,840 |
| | 65,369 |
| | (5,684 | ) | | 767,525 |
| | 13.74 | % |
| 2019 | | 82,227 |
| | — |
| | — |
| | 82,227 |
| | 1.47 | % |
| 2020 | | 193,020 |
| | — |
| | (1,122 | ) | | 191,898 |
| | 3.43 | % |
| 2021 | | 556,392 |
| | — |
| | (810 | ) | | 555,582 |
| | 9.94 | % |
| 2022 | | 621,107 |
| | 114,149 |
| | (17,768 | ) | | 717,488 |
| | 12.84 | % |
| 2023 | | — |
| | 58,000 |
| | — |
| | 58,000 |
| | 1.04 | % |
| Face Amount of Debt | | 4,856,671 |
| | 793,382 |
| | (72,065 | ) | | 5,577,988 |
| | 99.83 | % |
| Net Premiums on Debt | | 11,046 |
| | — |
| | (1,447 | ) | | 9,599 |
| | 0.17 | % |
| Total | | $ | 4,867,717 |
| | $ | 793,382 |
| | $ | (73,512 | ) | | $ | 5,587,587 |
| | 100.00 | % |
Based on Original Maturity Dates:
|
| | | | | | | | | | | | | | | | | | | |
| Year | | Consolidated Debt | | CBL's Share of Unconsolidated Affiliates' Debt | | Noncontrolling Interests' Share of Consolidated Debt | | CBL's Share of Consolidated and Unconsolidated Debt | | % of Total |
| | | | | | | | | | | |
| 2013 | | $ | 27,265 |
| | $ | 57,026 |
| | $ | — |
| | $ | 84,291 |
| | 1.51 | % |
| 2014 | | 216,516 |
| | 101,326 |
| | — |
| | 317,842 |
| | 5.69 | % |
| 2015 | | 1,037,260 |
| | 234,418 |
| | — |
| | 1,271,678 |
| | 22.76 | % |
| 2016 | | 925,641 |
| | 37,551 |
| | (30,256 | ) | | 932,936 |
| | 16.70 | % |
| 2017 | | 552,732 |
| | 136,907 |
| | (16,425 | ) | | 673,214 |
| | 12.05 | % |
| 2018 | | 644,511 |
| | 54,005 |
| | (5,684 | ) | | 692,832 |
| | 12.40 | % |
| 2019 | | 82,227 |
| | — |
| | — |
| | 82,227 |
| | 1.47 | % |
| 2020 | | 193,020 |
| | — |
| | (1,122 | ) | | 191,898 |
| | 3.43 | % |
| 2021 | | 556,392 |
| | — |
| | (810 | ) | | 555,582 |
| | 9.94 | % |
| 2022 | | 621,107 |
| | 114,149 |
| | (17,768 | ) | | 717,488 |
| | 12.84 | % |
| 2023 | | — |
| | 58,000 |
| | — |
| | 58,000 |
| | 1.04 | % |
| Face Amount of Debt | | 4,856,671 |
| | 793,382 |
| | (72,065 | ) | | 5,577,988 |
| | 99.83 | % |
| Net Premiums on Debt | | 11,046 |
| | — |
| | (1,447 | ) | | 9,599 |
| | 0.17 | % |
| Total | | $ | 4,867,717 |
| | $ | 793,382 |
| | $ | (73,512 | ) | | $ | 5,587,587 |
| | 100.00 | % |
Unsecured Debt Covenant Compliance Ratios
For the nine months ended September 30, 2013
|
| | | | |
| Covenant | | Required | | Actual |
| Debt to total asset value * | | <60% | | 52.7% |
| Ratio of unencumbered asset value to unsecured indebtedness | >1.60x | | 2.43x |
| Ratio of unencumbered NOI to unsecured interest expense * | >1.75x | | 7.61x |
| Ratio of EBITDA to fixed charges (debt service) * | >1.50x | | 2.15x |
| * Based on rolling twelve months |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Nine Months Ended September 30, 2013
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
|
| | | | | | | | | | | | | | | | | | | | | |
| Property Type | | Square Feet | | Prior Gross Rent PSF | | New Initial Gross Rent PSF | | % Change Initial | | New Average Gross Rent PSF (2) | | % Change Average |
| | | | | | | | | | | | | |
| Quarter: | | | | | | | | | | | | |
| All Property Types (1) | | 520,983 |
| | $ | 40.53 |
| | $ | 44.51 |
| | 9.8 | % | | $ | 45.71 |
| | 12.8 | % |
| Stabilized malls | | 498,532 |
| | 41.25 |
| | 45.29 |
| | 9.8 | % | | 46.53 |
| | 12.8 | % |
| New leases | | 114,074 |
| | 35.73 |
| | 42.81 |
| | 19.8 | % | | 45.06 |
| | 26.1 | % |
| Renewal leases | | 384,458 |
| | 42.89 |
| | 46.03 |
| | 7.3 | % | | 46.97 |
| | 9.5 | % |
| | | | | | | | | | | | | |
| Year-to-Date: | | | | | | | | | | | | |
| All Property Types (1) | | 1,618,695 |
| | $ | 39.21 |
| | $ | 42.36 |
| | 8.0 | % | | $ | 43.85 |
| | 11.8 | % |
| Stabilized malls | | 1,502,553 |
| | 40.55 |
| | 43.82 |
| | 8.1 | % | | 45.36 |
| | 11.9 | % |
| New leases | | 401,243 |
| | 40.80 |
| | 49.49 |
| | 21.3 | % | | 52.39 |
| | 28.4 | % |
| Renewal leases | | 1,101,310 |
| | 40.46 |
| | 41.75 |
| | 3.2 | % | | 42.80 |
| | 5.8 | % |
Total Leasing Activity
|
| | | |
| | | Square Feet |
| Quarter: | | |
| Operating portfolio: | | |
| New leases | | 351,722 |
|
| Renewal leases | | 1,202,283 |
|
| Development portfolio | | 193,503 |
|
| Total leased | | 1,747,508 |
|
| | | |
| Year-to-Date: | | |
| Operating Portfolio | | |
| New leases | | 1,053,472 |
|
| Renewal leases | | 2,959,292 |
|
| Development Portfolio | | 644,563 |
|
| Total leased | | 4,657,327 |
|
Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet
|
| | | | | | | | |
| | | As of September 30, |
| | | 2013 | | 2012 |
| Stabilized malls | | $ | 29.97 |
| | $ | 29.21 |
|
Non-stabilized malls (4) | | 24.61 |
| | 22.77 |
|
| Associated centers | | 11.97 |
| | 11.85 |
|
| Community centers | | 15.76 |
| | 15.47 |
|
| Office buildings | | 19.26 |
| | 18.57 |
|
(1) Includes stabilized malls, associated centers, community centers and other.
(2) Average Gross Rent does not incorporate allowable future increases for recoverable common area expenses.
(3) Average annual base rents per square foot are based on contractual rents in effect as of September 30, 2013, including the impact of any
rent concessions.
(4) Includes The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of September 30, 2013 and The Outlet Shoppes at
Oklahoma City as of September 30, 2012.
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2013
Top 25 Tenants Based On Percentage Of Total Annual Revenues
|
| | | | | | | | | | | | | |
| | Tenant | Number of Stores | | Square Feet | | Percentage of Total Annualized Revenues |
| 1 | Limited Brands, LLC (1) | 160 |
| | | 825,743 |
| | | 3.15 | % | |
| 2 | Foot Locker, Inc. | 148 |
| | | 609,465 |
| | | 2.29 | % | |
| 3 | AE Outfitters Retail Company | 85 |
| | | 507,964 |
| | | 2.06 | % | |
| 4 | Ascena Retail Group, Inc. (2) | 178 |
| | | 888,240 |
| | | 1.97 | % | |
| 5 | Signet Jewelers Limited (3) | 106 |
| | | 198,525 |
| | | 1.63 | % | |
| 6 | The Gap, Inc. | 70 |
| | | 788,829 |
| | | 1.60 | % | |
| 7 | Genesco Inc. (4) | 192 |
| | | 294,479 |
| | | 1.55 | % | |
| 8 | Dick's Sporting Goods, Inc. (5) | 24 |
| | | 1,344,109 |
| | | 1.47 | % | |
| 9 | JC Penney Company, Inc. (6) | 71 |
| | | 8,168,179 |
| | | 1.47 | % | |
| 10 | Abercrombie & Fitch, Co. | 63 |
| | | 425,775 |
| | | 1.38 | % | |
| 11 | Aeropostale, Inc. | 94 |
| | | 342,216 |
| | | 1.27 | % | |
| 12 | Luxottica Group, S.P.A. (7) | 124 |
| | | 270,867 |
| | | 1.25 | % | |
| 13 | Express Fashions | 46 |
| | | 376,921 |
| | | 1.19 | % | |
| 14 | Zale Corporation | 122 |
| | | 126,974 |
| | | 1.18 | % | |
| 15 | Finish Line, Inc. | 64 |
| | | 335,672 |
| | | 1.15 | % | |
| 16 | Charlotte Russe Holding, Inc. | 52 |
| | | 350,959 |
| | | 1.07 | % | |
| 17 | New York & Company, Inc. | 44 |
| | | 304,084 |
| | | 1.01 | % | |
| 18 | Best Buy Co., Inc. (8) | 63 |
| | | 519,556 |
| | | 1.00 | % | |
| 19 | Forever 21 Retail, Inc. | 23 |
| | | 421,545 |
| | | 0.94 | % | |
| 20 | The Buckle, Inc. | 50 |
| | | 253,335 |
| | | 0.93 | % | |
| 21 | Sun Capital Partners, Inc. (9) | 45 |
| | | 627,049 |
| | | 0.85 | % | |
| 22 | The Children's Place Retail Stores, Inc. | 60 |
| | | 263,625 |
| | | 0.81 | % | |
| 23 | Claire's Stores, Inc. | 115 |
| | | 140,341 |
| | | 0.78 | % | |
| 24 | Barnes & Noble Inc. | 19 |
| | | 579,099 |
| | | 0.75 | % | |
| 25 | Shoe Show, Inc. | 49 |
| | | 549,372 |
| | | 0.74 | % | |
| | | 2,067 |
| | | 19,512,923 |
| | | 33.49 | % | |
| | | | | | | | | | |
| (1 | ) | Limited Brands, LLC operates Victoria's Secret and Bath & Body Works. | |
| (2 | ) | Ascena Retail Group, Inc. operates operates Justice, Dress Barn, Maurices, Lane Bryant, Catherines and Fashion Bug. | |
| (3 | ) | Signet Group plc operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers. | |
| (4 | ) | Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores. | |
| (5 | ) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods and Golf Galaxy stores. | |
| (6 | ) | JC Penney Company, Inc. owns 38 of these stores. | |
| (7 | ) | Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision. | |
| (8 | ) | Best Buy Co., Inc. operates Best Buy and Best Buy Mobile. | |
| (9 | ) | Sun Capital Partners, Inc. operates Gordmans, Limited Stores, Fazoli's Restaurants, Smokey Bones and Bar Louie Restaurants. SunCapital no longer operates Life Uniforms. | |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Nine Months Ended September 30, 2013
Capital Expenditures
(In thousands)
|
| | | | | | | | | | | | | | | | |
| | | Three Months
Ended September 30, | | Nine Months
Ended September 30, |
| | | 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | | | |
| Tenant allowances | | $ | 14,796 |
| | $ | 12,696 |
| | $ | 36,410 |
| | $ | 39,080 |
|
| | | | | | | | | |
| Renovations | | 10,488 |
| | 11,039 |
| | 22,421 |
| | 16,700 |
|
| | | | | | | | | |
| Deferred maintenance: | | | | | | | | |
| Parking lot and parking lot lighting | | 5,980 |
| | 5,192 |
| | 7,085 |
| | 12,233 |
|
| Roof repairs and replacements | | 2,607 |
| | 2,705 |
| | 5,374 |
| | 6,528 |
|
| Other capital expenditures | | 3,127 |
| | 5,221 |
| | 5,990 |
| | 12,289 |
|
| Total deferred maintenance expenditures | | 11,714 |
| | 13,118 |
| | 18,449 |
| | 31,050 |
|
| | | | | | | | | |
| Total capital expenditures | | $ | 36,998 |
| | 36,853 |
| | 77,280 |
| | 86,830 |
|
The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. Renovation capital expenditures are for remodelings and upgrades to enhance our competitive position in the market area. A portion of these expenditures covering items such as new floor coverings, painting, lighting and new seating areas are also recovered through tenant billings. The costs of other items such as new entrances, new ceilings and skylights are not recovered from tenants. We estimate that 30% of our renovation expenditures are recoverable from our tenants over a ten to fifteen year period. The third category of capital expenditures is tenant allowances, sometimes made to third-generation tenants. Tenant allowances are recovered through minimum rents from the tenants over the term of the lease.
Deferred Leasing Costs Capitalized
(In thousands)
|
| | | | | | | | |
| | | 2013 | | 2012 |
| Quarter ended: | | | | |
| March 31, | | $ | 461 |
| | $ | 533 |
|
| June 30, | | 356 |
| | 950 |
|
| September 30, | | 734 |
| | 934 |
|
| December 31, | | — |
| | 768 |
|
| | | $ | 1,551 |
| | $ | 3,185 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2013
Properties Opened During the Nine Months Ended September 30, 2013
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | |
| Property | | Location | | Total Project Square Feet | | Total Cost (a) | | Cost to Date (b) | | Opening Date | | Initial Unleveraged Yield |
| Outlet Center: | | | | | | | | | | | | |
| The Outlet Shoppes at Atlanta (c) | | Woodstock, GA | | 370,456 |
| | $ | 80,490 |
| | $ | 69,087 |
| | July-13 | | 11.7% |
| | | | | | | | | | | | | |
| Community Center: | | | | | | | | | | | | |
| The Crossings at Marshalls Creek | | Middle Smithfield, PA | | 104,525 |
| | $ | 18,983 |
| | $ | 21,301 |
| | June-13 | | 9.8% |
| | | | | | | | | | | | | |
| Associated Center Redevelopment: | | | | | | | | | | | | |
| The Shops at Northgate | | Chattanooga, TN | | 75,018 |
| | $ | 6,105 |
| | $ | 5,770 |
| | September-13 | | 9.2% |
| | | | | | | | | | | | | |
| Mall Expansions: | | | | | | | | | | | | |
| West Towne Mall | | Madison, WI | | 22,500 |
| | $ | 5,454 |
| | $ | 3,633 |
| | September-13 | | 11.8% |
| | | | | | | | | | | | | |
| Mall Redevelopment: | | | | | | | | | | | | |
| Southpark Mall - Dick's Sporting Goods | | Colonial Heights, VA | | 85,322 |
| | $ | 9,379 |
| | $ | 8,090 |
| | July-13 | | 6.5% |
| | | | | | | | | | | | | |
| Total Properties Opened | | | | 657,821 |
| | $ | 120,411 |
| | $ | 107,881 |
| | | | |
Properties Under Development at September 30, 2013
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| Property | | Location | | Total Project Square Feet | | Total Cost (a) | | Cost to Date (b) | | Expected Opening Date | | Initial Unleveraged Yield |
| Outlet Centers: | | | | | | | | | | | | |
| The Outlet Shoppes at Louisville (d) | | Simpsonville, KY | | 373,944 |
| | $ | 80,472 |
| | $ | 13,834 |
| | August-14 | | 10.2% |
| | | | | | | | | | | | | |
| Community Centers: | | | | | | | | | | | | |
| Fremaux Town Center - Phase I (d) | | Slidell, LA | | 295,000 |
| | $ | 52,396 |
| | $ | 36,776 |
| | Summer-14 | | 8.5% |
| | | | | | | | | | | | | |
| Mall Expansions: | | | | | | | | | | | | |
| Cross Creek Mall - Shops | | Fayetteville, NC | | 45,620 |
| | $ | 15,831 |
| | $ | 9,468 |
| | November-13 | | 9.8% |
| Volusia Mall - Restaurant District | | Daytona Beach, FL | | 27,500 |
| | 7,114 |
| | 5,783 |
| | Fall-13 | | 10.4% |
The Shoppes at Southaven Towne Center - Phase II | | Southaven, MS | | 22,925 |
| | 3,968 |
| | 2,658 |
| | November-13 | | 12.2% |
| | | | | 96,045 |
| | $ | 26,913 |
| | $ | 17,909 |
| | | | |
| Mall Redevelopments: | | | | | | | | | | | | |
Monroeville Mall - JC Penney /Cinemark (e) | | Pittsburgh, PA | | 78,223 |
| | $ | 26,178 |
| | $ | 20,371 |
| | October-12/ November-13 | | 7.6% |
| South County - Dick's Sporting Goods | | St. Louis, MO | | 50,000 |
| | 8,051 |
| | 3,746 |
| | November-13 | | 9.5% |
| | | | | 128,223 |
| | $ | 34,229 |
| | $ | 24,117 |
| | | | |
| | | | | | | | | | | | | |
| Total Properties Under Development | | | | 893,212 |
| | $ | 194,010 |
| | $ | 92,636 |
| | | | |
|
| |
| (a) | Total Cost is presented net of reimbursements to be received. |
| (b) | Cost to Date does not reflect reimbursements until they are received. |
| (c) | This property is a 75/25 joint venture. Total cost and cost to date are reflected at 100% |
| (d) | This property is a 65/35 joint venture. Total cost and cost to date are reflected at 100% |
| (e) | JC Penney opened October 2012. Cinemark to open November 2013. |
