Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 02, 2018 | |
Entity Information [Line Items] | ||
Entity Registrant Name | CBL & ASSOCIATES PROPERTIES INC | |
Entity Central Index Key | 910,612 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 172,663,035 | |
CBL & Associates Limited Partnership | ||
Entity Information [Line Items] | ||
Entity Registrant Name | CBL & Associates Limited Partnership | |
Entity Central Index Key | 915,140 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Real estate assets: | |||
Land | [1] | $ 808,228 | $ 813,390 |
Buildings and improvements | [1] | 6,688,716 | 6,723,194 |
Real estate investment property, at cost | [1] | 7,496,944 | 7,536,584 |
Accumulated depreciation | [1] | (2,496,629) | (2,465,095) |
Real estate investment property, net, before developments in progress | [1] | 5,000,315 | 5,071,489 |
Developments in progress | [1] | 100,481 | 85,346 |
Net investment in real estate assets | [1] | 5,100,796 | 5,156,835 |
Cash and cash equivalents | [1] | 23,346 | 32,627 |
Receivables: | |||
Tenant, net of allowance for doubtful accounts of $2,062 and $2,011 in 2018 and 2017, respectively | [1] | 78,788 | 83,552 |
Other, net of allowance for doubtful accounts of $838 in 2018 and 2017 | [1] | 8,726 | 7,570 |
Mortgage and other notes receivable | [1] | 8,677 | 8,945 |
Investments in unconsolidated affiliates | [1] | 306,191 | 249,192 |
Intangible lease assets and other assets | [1] | 176,046 | 166,087 |
Total assets | [1] | 5,702,570 | 5,704,808 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 4,207,685 | 4,230,845 | |
Accounts payable and accrued liabilities | 232,430 | 228,650 | |
Total liabilities | [1] | 4,440,115 | 4,459,495 |
Commitments and contingencies (Note 7 and Note 11) | |||
Redeemable common units | 6,467 | 8,835 | |
Preferred stock, $.01 par value, 15,000,000 shares authorized: | |||
Common stock, $.01 par value, 350,000,000 shares authorized, 172,656,783 and 171,088,778 issued and outstanding in 2018 and 2017, respectively | 1,727 | 1,711 | |
Partners' capital: | |||
Additional paid-in capital | 1,970,169 | 1,974,537 | |
Dividends in excess of cumulative earnings | (810,740) | (836,269) | |
Total shareholders' equity | 1,161,181 | 1,140,004 | |
Noncontrolling interests | 94,807 | 96,474 | |
Total equity | 1,255,988 | 1,236,478 | |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 5,702,570 | 5,704,808 | |
Variable interest entities, assets | 644,383 | ||
Variable interest entities, liabilities | 350,123 | ||
CBL & Associates Limited Partnership | |||
Real estate assets: | |||
Land | [2] | 808,228 | 813,390 |
Buildings and improvements | [2] | 6,688,716 | 6,723,194 |
Real estate investment property, at cost | [2] | 7,496,944 | 7,536,584 |
Accumulated depreciation | [2] | (2,496,629) | (2,465,095) |
Real estate investment property, net, before developments in progress | [2] | 5,000,315 | 5,071,489 |
Developments in progress | [2] | 100,481 | 85,346 |
Net investment in real estate assets | [2] | 5,100,796 | 5,156,835 |
Cash and cash equivalents | [2] | 23,345 | 32,627 |
Receivables: | |||
Tenant, net of allowance for doubtful accounts of $2,062 and $2,011 in 2018 and 2017, respectively | [2] | 78,788 | 83,552 |
Other, net of allowance for doubtful accounts of $838 in 2018 and 2017 | [2] | 8,678 | 7,520 |
Mortgage and other notes receivable | [2] | 8,677 | 8,945 |
Investments in unconsolidated affiliates | [2] | 306,719 | 249,722 |
Intangible lease assets and other assets | [2] | 175,926 | 165,967 |
Total assets | [2] | 5,702,929 | 5,705,168 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 4,207,685 | 4,230,845 | |
Accounts payable and accrued liabilities | 232,501 | 228,720 | |
Total liabilities | [2] | 4,440,186 | 4,459,565 |
Commitments and contingencies (Note 7 and Note 11) | |||
Redeemable common units | 6,467 | 8,835 | |
Partners' capital: | |||
Preferred units | 565,212 | 565,212 | |
General partner | 6,927 | 6,735 | |
Limited partners | 676,053 | 655,120 | |
Total partners' capital | 1,248,192 | 1,227,067 | |
Noncontrolling interests | 8,084 | 9,701 | |
Total capital | 1,256,276 | 1,236,768 | |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 5,702,929 | 5,705,168 | |
Variable interest entities, assets | 644,383 | ||
Variable interest entities, liabilities | 350,123 | ||
Series D Preferred Stock | |||
Preferred stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred stock outstanding | 18 | 18 | |
Series E Preferred Stock | |||
Preferred stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred stock outstanding | $ 7 | $ 7 | |
[1] | As of March 31, 2018, includes $644,383 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $350,123 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 6. | ||
[2] | As of March 31, 2018, includes $644,383 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $350,123 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 6. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Tenant receivables allowance for doubtful accounts | $ 2,062 | $ 2,011 |
Other receivables allowance for doubtful accounts | $ 838 | $ 838 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 172,656,783 | 171,088,778 |
Common stock, shares outstanding (in shares) | 172,656,783 | 171,088,778 |
Series D Preferred Stock | ||
Preferred stock, dividend rate | 7.375% | 7.375% |
Preferred stock, shares outstanding (in shares) | 1,815,000 | 1,815,000 |
Series E Preferred Stock | ||
Preferred stock, dividend rate | 6.625% | 6.625% |
Preferred stock, shares outstanding (in shares) | 690,000 | 690,000 |
CBL & Associates Limited Partnership | ||
Tenant receivables allowance for doubtful accounts | $ 2,062 | $ 2,011 |
Other receivables allowance for doubtful accounts | $ 838 | $ 838 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
REVENUES: | ||
Minimum rents | $ 150,361 | $ 159,750 |
Percentage rents | 2,043 | 2,389 |
Other rents | 2,055 | 3,652 |
Tenant reimbursements | 60,613 | 67,291 |
Management, development and leasing fees | 2,721 | 3,452 |
Other | 2,407 | 1,479 |
Total revenues | 220,200 | 238,013 |
OPERATING EXPENSES: | ||
Property operating | 32,826 | 34,914 |
Depreciation and amortization | 71,750 | 71,220 |
Real estate taxes | 21,848 | 22,083 |
Maintenance and repairs | 13,179 | 13,352 |
General and administrative | 18,304 | 16,082 |
Loss on impairment | 18,061 | 3,263 |
Other | 94 | 0 |
Total operating expenses | 176,062 | 160,914 |
Income from operations | 44,138 | 77,099 |
Interest and other income | 213 | 1,404 |
Interest expense | (53,767) | (56,201) |
Gain on extinguishment of debt | 0 | 4,055 |
Income tax benefit | 645 | 800 |
Equity in earnings of unconsolidated affiliates | 3,739 | 5,373 |
Income (loss) from continuing operations before gain on sales of real estate assets | (5,032) | 32,530 |
Gain on sales of real estate assets | 4,371 | 5,988 |
Net income (loss) | (661) | 38,518 |
Net (income) loss attributable to noncontrolling interests in: | ||
Operating Partnership | 1,665 | (3,690) |
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | (101) | (713) |
Net income (loss) attributable to the Company/Operating Partnership | 903 | 34,115 |
Preferred dividends/distributions to preferred unitholders | (11,223) | (11,223) |
Net income (loss) attributable to common shareholders/unitholders | $ (10,320) | $ 22,892 |
Basic and diluted per share data attributable to common shareholders: | ||
Net income (loss) attributable to common shareholders/unitholders (in dollars per share) | $ (0.06) | $ 0.13 |
Weighted-average common and potential dilutive common shares/units outstanding (in shares) | 171,943 | 170,989 |
Dividends declared per common share/unit (in dollars per share) | $ 0.2 | $ 0.265 |
CBL & Associates Limited Partnership | ||
REVENUES: | ||
Minimum rents | $ 150,361 | $ 159,750 |
Percentage rents | 2,043 | 2,389 |
Other rents | 2,055 | 3,652 |
Tenant reimbursements | 60,613 | 67,291 |
Management, development and leasing fees | 2,721 | 3,452 |
Other | 2,407 | 1,479 |
Total revenues | 220,200 | 238,013 |
OPERATING EXPENSES: | ||
Property operating | 32,826 | 34,914 |
Depreciation and amortization | 71,750 | 71,220 |
Real estate taxes | 21,848 | 22,083 |
Maintenance and repairs | 13,179 | 13,352 |
General and administrative | 18,304 | 16,082 |
Loss on impairment | 18,061 | 3,263 |
Other | 94 | 0 |
Total operating expenses | 176,062 | 160,914 |
Income from operations | 44,138 | 77,099 |
Interest and other income | 213 | 1,404 |
Interest expense | (53,767) | (56,201) |
Gain on extinguishment of debt | 0 | 4,055 |
Income tax benefit | 645 | 800 |
Equity in earnings of unconsolidated affiliates | 3,739 | 5,373 |
Income (loss) from continuing operations before gain on sales of real estate assets | (5,032) | 32,530 |
Gain on sales of real estate assets | 4,371 | 5,988 |
Net income (loss) | (661) | 38,518 |
Net (income) loss attributable to noncontrolling interests in: | ||
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | (101) | (713) |
Net income (loss) attributable to the Company/Operating Partnership | (762) | 37,805 |
Preferred dividends/distributions to preferred unitholders | (11,223) | (11,223) |
Net income (loss) attributable to common shareholders/unitholders | $ (11,985) | $ 26,582 |
Basic and diluted per share data attributable to common shareholders: | ||
Net income (loss) attributable to common shareholders/unitholders (in dollars per share) | $ (0.06) | $ 0.13 |
Weighted-average common and potential dilutive common shares/units outstanding (in shares) | 199,694 | 199,281 |
Dividends declared per common share/unit (in dollars per share) | $ 0.20885 | $ 0.273 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Equity/Capital - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity/Partners' Capital | Noncontrolling Interests | Redeemable Noncontrolling Interests | CBL & Associates Limited Partnership | CBL & Associates Limited PartnershipPreferred Units | CBL & Associates Limited PartnershipCommon Units | CBL & Associates Limited PartnershipGeneral Partner | CBL & Associates Limited PartnershipLimited Partners | CBL & Associates Limited PartnershipTotal Shareholders' Equity/Partners' Capital | CBL & Associates Limited PartnershipNoncontrolling Interests | CBL & Associates Limited PartnershipRedeemable Common Units |
Beginning Balance, redeemable noncontrolling partnership interests at Dec. 31, 2016 | $ 17,996 | $ 17,996 | ||||||||||||||
Beginning Balance at Dec. 31, 2016 | $ 1,340,852 | $ 25 | $ 1,708 | $ 1,969,059 | $ (742,078) | $ 1,228,714 | $ 112,138 | |||||||||
Beginning balance, units (in shares) at Dec. 31, 2016 | 25,050,000 | 199,085,000 | ||||||||||||||
Beginning balance at Dec. 31, 2016 | $ 1,341,179 | $ 565,212 | $ 7,781 | $ 756,083 | $ 1,329,076 | $ 12,103 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income | 38,314 | 34,115 | 34,115 | 4,199 | 38,314 | 11,223 | 271 | 26,107 | 37,601 | 713 | ||||||
Dividends/Distributions declared - common stock/units | (45,338) | (45,338) | (45,338) | (53,249) | (533) | (52,716) | (53,249) | (1,143) | ||||||||
Dividends/Distributions declared - preferred stock/units | (11,223) | (11,223) | (11,223) | (11,223) | $ (11,223) | (11,223) | ||||||||||
Issuance of common stock and restricted common stock | 374 | 3 | 371 | 374 | ||||||||||||
Cancellation of restricted common stock/units | (294) | (294) | (294) | (294) | (294) | (294) | ||||||||||
Performance stock units | 344 | 344 | 344 | 344 | 3 | 341 | 344 | |||||||||
Amortization of deferred compensation | 1,246 | 1,246 | 1,246 | 1,246 | 13 | 1,233 | 1,246 | |||||||||
Adjustment for noncontrolling interests | (730) | (1,572) | (1,572) | 842 | 730 | |||||||||||
Adjustment to record redeemable noncontrolling interests at redemption value | 2,315 | 2,001 | 2,001 | 314 | (2,315) | 2,315 | 24 | 2,291 | 2,315 | (2,315) | ||||||
Deconsolidation of investment | (2,231) | (2,231) | (2,231) | (2,231) | ||||||||||||
Contributions from noncontrolling interests | 263 | 263 | 263 | 263 | ||||||||||||
Distributions to noncontrolling interests | $ (9,440) | (9,440) | (1,143) | (1,529) | (1,529) | |||||||||||
Issuances of common units (in shares) | 330,938 | 331,000 | ||||||||||||||
Issuances of common units | 374 | 374 | 374 | |||||||||||||
Cancellation of restricted common stock/units, units (in shares) | (29,683) | (30,000) | ||||||||||||||
Allocation of partners' capital | (764) | (31) | (733) | (764) | 730 | |||||||||||
Ending Balance at Mar. 31, 2017 | $ 1,314,452 | 25 | 1,711 | 1,971,155 | (764,524) | 1,208,367 | 106,085 | |||||||||
Ending balance, units (in shares) at Mar. 31, 2017 | 25,050,000 | 199,386,000 | ||||||||||||||
Ending Balance, redeemable noncontrolling partnership interests at Mar. 31, 2017 | 15,472 | 15,472 | ||||||||||||||
Ending balance at Mar. 31, 2017 | 1,314,745 | $ 565,212 | 7,528 | 732,686 | 1,305,426 | 9,319 | ||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||
Net income | 204 | 204 | ||||||||||||||
Distributions declared - common units | (45,338) | (45,338) | (45,338) | (53,249) | (533) | (52,716) | (53,249) | (1,143) | ||||||||
Adjustment for noncontrolling interests | (730) | (1,572) | (1,572) | 842 | 730 | |||||||||||
Allocation of partners' capital | (764) | (31) | (733) | (764) | 730 | |||||||||||
Adjustment to record redeemable interests at redemption value | 2,315 | 2,001 | 2,001 | 314 | (2,315) | 2,315 | 24 | 2,291 | 2,315 | (2,315) | ||||||
Distributions to noncontrolling interests | (9,440) | (9,440) | (1,143) | (1,529) | (1,529) | |||||||||||
Cumulative effect of accounting change | Accounting Standards Update 2016-16 | 11,433 | 11,433 | 11,433 | 11,433 | 117 | 11,316 | 11,433 | |||||||||
Cumulative effect of accounting change | Accounting Standard Update 2014-09 and Accounting Standard Update 2017-05 | 58,947 | 58,947 | 58,947 | 58,947 | 605 | 58,342 | 58,947 | |||||||||
Beginning Balance, redeemable noncontrolling partnership interests at Dec. 31, 2017 | 8,835 | 8,835 | 8,835 | 8,835 | ||||||||||||
Beginning Balance at Dec. 31, 2017 | 1,236,478 | 25 | 1,711 | 1,974,537 | (836,269) | 1,140,004 | 96,474 | |||||||||
Beginning balance, units (in shares) at Dec. 31, 2017 | 25,050,000 | 199,297,000 | ||||||||||||||
Beginning balance at Dec. 31, 2017 | 1,236,768 | $ 565,212 | 6,735 | 655,120 | 1,227,067 | 9,701 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income | (567) | 903 | 903 | (1,470) | (567) | 11,223 | (122) | (11,769) | (668) | 101 | ||||||
Dividends/Distributions declared - common stock/units | (34,531) | (34,531) | (34,531) | (40,617) | (402) | (40,215) | (40,617) | (1,143) | ||||||||
Dividends/Distributions declared - preferred stock/units | (11,223) | (11,223) | (11,223) | (11,223) | $ (11,223) | (11,223) | ||||||||||
Issuance of common stock and restricted common stock | 741 | 7 | 734 | 741 | ||||||||||||
Conversion of 915,338 Operating Partnership common units into shares of common stock | 0 | 9 | 3,050 | 3,059 | (3,059) | |||||||||||
Cancellation of restricted common stock/units | (233) | (233) | (233) | (233) | (233) | (233) | ||||||||||
Performance stock units | 419 | 419 | 419 | 419 | 4 | 415 | 419 | |||||||||
Amortization of deferred compensation | 1,196 | 1,196 | 1,196 | 1,196 | 12 | 1,184 | 1,196 | |||||||||
Adjustment for noncontrolling interests | (1,399) | (11,737) | (11,737) | 10,338 | 1,399 | |||||||||||
Adjustment to record redeemable noncontrolling interests at redemption value | 2,531 | 2,203 | 2,203 | 328 | (2,530) | 2,531 | 26 | 2,505 | 2,531 | (2,530) | ||||||
Distributions to noncontrolling interests | $ (7,804) | (7,804) | (1,143) | (1,718) | (1,718) | |||||||||||
Issuances of common units (in shares) | 700,534 | 701,000 | ||||||||||||||
Issuances of common units | 741 | 741 | 741 | |||||||||||||
Cancellation of restricted common stock/units, units (in shares) | (47,867) | (48,000) | ||||||||||||||
Allocation of partners' capital | (1,401) | (48) | (1,353) | (1,401) | 1,399 | |||||||||||
Ending Balance at Mar. 31, 2018 | $ 1,255,988 | $ 25 | $ 1,727 | 1,970,169 | (810,740) | 1,161,181 | 94,807 | |||||||||
Ending balance, units (in shares) at Mar. 31, 2018 | 25,050,000 | 199,950,000 | ||||||||||||||
Ending Balance, redeemable noncontrolling partnership interests at Mar. 31, 2018 | 6,467 | 6,467 | 6,467 | 6,467 | ||||||||||||
Ending balance at Mar. 31, 2018 | 1,256,276 | $ 565,212 | 6,927 | 676,053 | 1,248,192 | 8,084 | ||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||
Net income | (94) | (94) | ||||||||||||||
Distributions declared - common units | (34,531) | $ (34,531) | (34,531) | (40,617) | (402) | (40,215) | (40,617) | (1,143) | ||||||||
Adjustment for noncontrolling interests | (1,399) | (11,737) | (11,737) | 10,338 | 1,399 | |||||||||||
Allocation of partners' capital | (1,401) | (48) | (1,353) | (1,401) | 1,399 | |||||||||||
Adjustment to record redeemable interests at redemption value | 2,531 | $ 2,203 | $ 2,203 | 328 | (2,530) | 2,531 | $ 26 | $ 2,505 | $ 2,531 | $ (2,530) | ||||||
Distributions to noncontrolling interests | $ (7,804) | $ (7,804) | $ (1,143) | $ (1,718) | $ (1,718) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity/Capital (Parenthetical) | 3 Months Ended |
Mar. 31, 2018shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuances of common and restricted stock, shares (in shares) | 700,534 |
Conversion of stock, shares converted (in shares) | 915,338 |
Cancellation of restricted common stock/units, shares (in shares) | 47,867 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (661) | $ 38,518 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 71,750 | 71,220 | |
Net amortization of deferred financing costs, debt premiums and discounts | 1,709 | 1,113 | |
Net amortization of intangible lease assets and liabilities | (475) | (748) | |
Gain on sales of real estate assets | (4,371) | (5,988) | |
Write-off of development projects | 94 | 0 | |
Share-based compensation expense | 2,314 | 1,912 | |
Loss on impairment | 18,061 | 3,263 | |
Gain on extinguishment of debt | 0 | (4,055) | |
Equity in earnings of unconsolidated affiliates | (3,739) | (5,373) | |
Distributions of earnings from unconsolidated affiliates | 4,011 | 3,995 | |
Provision for doubtful accounts | 2,041 | 1,744 | |
Change in deferred tax accounts | (629) | 1,608 | |
Changes in: | |||
Tenant and other receivables | 1,826 | (2,838) | |
Other assets | (2,339) | (4,816) | |
Accounts payable and accrued liabilities | 8,635 | 5,321 | |
Net cash provided by operating activities | 98,227 | 104,876 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (39,997) | (51,522) | |
Acquisitions of real estate assets | 0 | (79,799) | |
Proceeds from sales of real estate assets | 11,848 | 13,716 | |
Payments received on mortgage and other notes receivable | 267 | 456 | |
Additional investments in and advances to unconsolidated affiliates | (1,232) | (2,723) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 2,859 | 7,907 | |
Changes in other assets | (2,277) | (7,749) | |
Net cash used in investing activities | (28,532) | (119,714) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from mortgage and other indebtedness | 99,160 | 389,391 | |
Principal payments on mortgage and other indebtedness | (123,634) | (299,063) | |
Additions to deferred financing costs | (98) | (120) | |
Proceeds from issuances of common stock | 41 | 49 | |
Contributions from noncontrolling interests | 0 | 263 | |
Payment of tax withholdings for restricted stock awards | (231) | (292) | |
Distributions to noncontrolling interests | (9,130) | (10,582) | |
Dividends paid to holders of preferred stock | (11,223) | (11,223) | |
Dividends paid to common shareholders | (34,217) | (45,260) | |
Net cash provided by (used in) financing activities | (79,332) | 23,163 | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (9,637) | 8,325 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 68,172 | 65,069 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 58,535 | 73,394 | |
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets: | |||
Cash and cash equivalents | 23,346 | [1] | 27,553 |
Restricted cash | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 68,172 | 65,069 | |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | 34,896 | 37,063 | |
CBL & Associates Limited Partnership | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | (661) | 38,518 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 71,750 | 71,220 | |
Net amortization of deferred financing costs, debt premiums and discounts | 1,709 | 1,113 | |
Net amortization of intangible lease assets and liabilities | (475) | (748) | |
Gain on sales of real estate assets | (4,371) | (5,988) | |
Write-off of development projects | 94 | 0 | |
Share-based compensation expense | 2,314 | 1,912 | |
Loss on impairment | 18,061 | 3,263 | |
Gain on extinguishment of debt | 0 | (4,055) | |
Equity in earnings of unconsolidated affiliates | (3,739) | (5,373) | |
Distributions of earnings from unconsolidated affiliates | 4,012 | 3,995 | |
Provision for doubtful accounts | 2,041 | 1,744 | |
Change in deferred tax accounts | (629) | 1,608 | |
Changes in: | |||
Tenant and other receivables | 1,826 | (2,838) | |
Other assets | (2,339) | (4,816) | |
Accounts payable and accrued liabilities | 8,633 | 5,323 | |
Net cash provided by operating activities | 98,226 | 104,878 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (39,997) | (51,522) | |
Acquisitions of real estate assets | 0 | (79,799) | |
Proceeds from sales of real estate assets | 11,848 | 13,716 | |
Payments received on mortgage and other notes receivable | 267 | 456 | |
Additional investments in and advances to unconsolidated affiliates | (1,232) | (2,723) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 2,859 | 7,907 | |
Changes in other assets | (2,277) | (7,749) | |
Net cash used in investing activities | (28,532) | (119,714) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from mortgage and other indebtedness | 99,160 | 389,391 | |
Principal payments on mortgage and other indebtedness | (123,634) | (299,063) | |
Additions to deferred financing costs | (98) | (120) | |
Proceeds from issuances of common stock | 41 | 49 | |
Contributions from noncontrolling interests | 0 | 263 | |
Payment of tax withholdings for restricted stock awards | (231) | (292) | |
Distributions to noncontrolling interests | (2,861) | (2,672) | |
Dividends paid to holders of preferred stock | (11,223) | (11,223) | |
Dividends paid to common shareholders | (40,486) | (53,170) | |
Net cash provided by (used in) financing activities | (79,332) | 23,163 | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (9,638) | 8,327 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 68,172 | 65,061 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 58,534 | 73,388 | |
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets: | |||
Cash and cash equivalents | 23,345 | [2] | 27,547 |
Restricted cash | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 68,172 | 65,061 | |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | $ 34,896 | $ 37,063 | |
[1] | As of March 31, 2018, includes $644,383 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $350,123 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 6. | ||
[2] | As of March 31, 2018, includes $644,383 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $350,123 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 6. |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation 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. CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real 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 and office properties. Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States. CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). 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 March 31, 2018, the Operating Partnership owned interests in the following properties: Other Properties Malls (1) Associated Centers Community Centers Office Buildings Total Consolidated properties 60 20 4 5 (2) 89 Unconsolidated properties (3) 8 3 4 — 15 Total 68 23 8 5 104 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) Includes CBL's two corporate office buildings. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. At March 31, 2018 , the Operating Partnership had interests in the following properties under development: Consolidated Properties Unconsolidated Properties Malls All Other Malls All Other Development — 1 — 2 Redevelopments 6 — 1 — CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At March 31, 2018 , 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 85.3% limited partner interest for a combined interest held by CBL of 86.3% . The noncontrolling interest in the Operating Partnership is held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. At March 31, 2018 , CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 4.6% limited partner interest in the Operating Partnership. CBL's Predecessor also owned 4.2 million shares of CBL’s common stock at March 31, 2018 , for a total combined effective interest of 11.2% in the Operating Partnership. The Operating Partnership conducts the Company’s property management and development activities through its wholly owned subsidiary, 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 accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended March 31, 2018 are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017 . Reclassifications 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 certain amounts related to restricted cash in its condensed consolidated statements of cash flows for the three months ended March 31, 2017 upon the adoption of the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-18, Restricted Cash ("ASU 2016-18") in the fourth quarter of 2017, which required the change in restricted cash to be reported with cash and cash equivalents when reconciling beginning and ending amounts on the condensed consolidated statements of cash flows. The guidance was applied retrospectively to the prior period presented. As a result, restricted cash additions of $412 , previously included in cash flows from investing activities, were reclassified to cash flows from financing activities to reflect $689 of principal payments on mortgage and other indebtedness and the remaining $277 difference was reclassified to the beginning-of-period and end-of-period total amounts on the condensed consolidated statement of cash flows for the three months ended March 31, 2017. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted Description Date Adopted & Application Method Financial Statement Effect and Other Information ASU 2014-09, Revenue from Contracts with Customers , and related subsequent amendments January 1, 2018 - Modified Retrospective (applied to contracts not completed as of the implementation date) The objective of this guidance is to enable financial statement users to better understand and analyze revenue by replacing transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle 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 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. The Company expects the adoption of the new guidance to be immaterial to its net income on an ongoing basis as the majority of the Company’s revenues relate to leasing. See Note 3 for further details and the cumulative adjustment recorded. ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory January 1, 2018 - Modified Retrospective The guidance requires an entity to recognize the income tax consequences of intercompany sales or transfers of assets, other than inventory, when the sale or transfer occurs. The Company recorded a cumulative effect adjustment of $11,433 to retained earnings as of January 1, 2018 related to certain 2017 asset sales from several of the Company's consolidated subsidiaries to the Management Company. ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets January 1, 2018 - Modified Retrospective This guidance applies to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures and requires 100% of the gain to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. See Note 3 for further details including the impact of adoption and the cumulative adjustment recorded. ASU 2017-09, Scope of Modification Accounting January 1, 2018 - Prospective The guidance clarifies the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting. The guidance did not have a material impact on the Company's condensed consolidated financial statements. Accounting Guidance Not Yet Effective Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information ASU 2016-02, Leases , and related subsequent amendments January 1, 2019 - Modified Retrospective 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. 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 is substantially similar to existing GAAP and the Company expects substantially all leases will continue to be classified as operating leases under the new guidance. The Company expects to expense certain deferred lease costs due to the narrowed definition of indirect costs that may be capitalized. The Company is completing an inventory of its leases in which it is a lessee and continues to evaluate the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures. The Company has 13 ground lease arrangements in which it is the lessee for land. As of March 31, 2018, these ground leases have future contractual payments of approximately $14,990 with maturity dates ranging from January 2019 to July 2089. 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 is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Adoption of ASU 2014-09, and all related subsequent amendments, and ASU 2017-05 The Company adopted ASC 606, Revenue from Contracts with Customers , ("ASC 606") (which includes ASU 2014-09 and all related subsequent amendments) on January 1, 2018 and applied the guidance to contracts that were not complete as of January 1, 2018. The cumulative effect of adopting ASC 606 included an opening adjustment of $196 to retained earnings as of January 1, 2018 in the accounts noted below. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 605, Revenue Recognition . Sales of real estate assets are accounted for under ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets , which provides for revenue recognition based on the transfer of control. There should be no change in revenue recognition for sales in which the Company has no continuing involvement. ASU 2017-05 addresses revenue recognition related to property sales in which the Company has continuing involvement and may require full gain recognition. In its adoption of ASU 2017-05, the Company identified one unconsolidated affiliate, CBL/T-C, LLC, in which the Company recorded a partial sale of real estate assets in 2011, and recorded a cumulative effect adjustment that represents a gain of $57,850 as of January 1, 2018. Additionally, in conjunction with the transfer of land in the formation of a new joint venture in 2017, the Company recorded $901 related to this transaction as a cumulative effect adjustment as of January 1, 2018. See Note 2 for additional information about these accounting standards. Contract Balances A summary of the Company's contract assets activity during the three months ended March 31, 2018 is presented below: Contract Assets Balance as of January 1, 2018 (1) $ 460 Tenant openings (79 ) Executed leases 99 Balance as of March 31, 2018 $ 480 (1) In conjunction with the initial entry to record contract assets, $166 was also recorded in investments in unconsolidated affiliates in the condensed consolidated balance sheets to eliminate the Company's portion related to two unconsolidated affiliates. There was no change to the $98 contract liability, recorded on January 1, 2018, for the three months e nded March 31, 2018. The Company has the following contract balances as of March 31, 2018 : As of March 31, 2018 Expected Settlement Period Description Financial Statement Line Item 2018 2019 2023 Contract assets (1) Management, development and leasing fees $ 480 $ (271 ) $ (205 ) $ (4 ) Contract liability (2) Other rents 98 (49 ) (49 ) — (1) Represents leasing fees recognized as revenue under third party and unconsolidated affiliates' contracts in which the remaining 50% of the commissions will be paid when the tenant opens. The tenant typically opens within a year, unless the project is in development. (2) Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract. Revenues Sales taxes are excluded from revenues. The following table presents the Company's revenues disaggregated by revenue source: Three Months Ended March 31, 2018 Leasing revenues (1) $ 215,026 Revenues from contracts with customers (ASC 606): Management, development and leasing fees (2) 2,721 Marketing revenues (3) 1,331 4,052 Other revenues 1,122 Total revenues $ 220,200 (1) Revenues from leases are accounted for in accordance with ASC 840, Leases . (2) Included in All Other segment. (3) Includes $1,326 in the Malls segment and $5 in the All Other segment as of March 31, 2018 . Leasing Revenues The majority of the Company’s revenues are earned through the lease of space at its properties. Lease 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. 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. 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. Revenue from Contracts with Customers 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 assign 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. Such fees are recorded as a reduction to the Company’s investment in the unconsolidated affiliate. The Company also 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. 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 management, leasing and development activities, as described above. Outstanding Performance Obligations As of March 31, 2018 the Company had no outstanding performance obligations related to contracts with customers. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 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 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 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 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 $4,035,913 and $4,199,357 at March 31, 2018 and December 31, 2017 , 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. 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 net operating income ("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. Long-lived Assets Measured at Fair Value in 2018 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 three months ended March 31, 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 Long-lived assets $ 17,640 $ — $ — $ 17,640 $ 18,061 During the three months ended March 31, 2018 , the Company recognized an impairment of real estate of $18,061 related to one mall. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Janesville Mall (1) Janesville, WI Malls $ 18,061 $ 17,640 (1) The Company adjusted the book value of the mall to its estimated fair value based upon a net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The revenue of the mall accounted for approximately 0.7% of total consolidated revenues for the trailing twelve months ended March 31, 2018 . Long-lived Assets Measured at Fair Value in 2017 The following table sets forth information regarding the Company's assets, which are included in the Company's condensed consolidated balance sheets as of March 31, 2018 , that were measured at fair value on a nonrecurring basis and related impairment charges for the year ended December 31, 2017: 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) Long-lived assets $ 81,350 — — $ 81,350 During the year ended December 31, 2017 , the Company wrote down the book value of the following properties: Impairment Date Property Location Segment Classification Fair Value June Acadiana Mall (1) Lafayette, LA Malls $ 67,300 September Hickory Point Mall (2) Forsyth, IL Malls 14,050 $ 81,350 (1) Acadiana Mall - 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 $67,300 . Management determined the fair value of Acadiana 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 15.5% and a discount rate of 15.75% . The mall has experienced declining tenant sales and cash flows as a result of the downturn of the economy in its market area and was also impacted by an anchor's announcement in the second quarter 2017 that it would close its store later in 2017. The loan secured by Acadiana Mall matured in April 2017 and is in default. The revenues of Acadiana Mall accounted for approximately 1.9% of total consolidated revenues for the year ended December 31, 2017 . (2) Hickory Point Mall - 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 $14,050 . 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 sale at the end of the holding period, a capitalization rate of 18.0% and a discount rate of 19.0% . The mall has experienced decreased occupancy and cash flows as a result of the downturn of the economy in its market area. The Company is in preliminary discussions with the lender to modify the loan secured by the mall due to the additional deterioration in its operating metrics. The revenues of Hickory Point Mall accounted for approximately 0.5% of total consolidated revenues for the year ended December 31, 2017 . |
Dispositions
Dispositions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations, Discontinued Operations and Disposal Groups [Abstract] [Abstract] | |
Dispositions | Dispositions 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 properties described below, as well as any related gains, are included in net income for all periods presented, as applicable. 2018 Dispositions Net proceeds realized from the 2018 disposition listed below were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2018 disposition: Sales Price Sales Date Property Property Type Location Gross Net Gain March Gulf Coast Town Center - Phase III All Other Ft. Myers, FL $ 9,000 $ 8,769 $ 2,236 The Company also realized a gain of $2,135 primarily related to the sale of three outparcels and proceeds from several outparcels taken through eminent domain proceedings during the three months ended March 31, 2018 . |
Unconsolidated Affiliates and N
Unconsolidated Affiliates and Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Affiliates and Noncontrolling Interests | Unconsolidated Affiliates and Noncontrolling Interests Unconsolidated Affiliates At March 31, 2018 , the Company had investments in 17 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 10.0% to 65.0% . Of these entities, 12 are owned in 50/50 joint ventures. There have been no changes to the Company's investments in unconsolidated affiliates as compared to the prior-year period. See Note 14 for information on a new joint venture, which was formed subsequent to March 31, 2018 . Although the Company had majority ownership of certain joint ventures during 2018 and 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 site plan and any material deviations or modifications thereto; • the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto; • any acquisition/construction loans or any permanent financings/refinancings; • the annual operating budgets and any material deviations or modifications thereto; • the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and • any material acquisitions or dispositions with respect to the project. As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows: March 31, December 31, ASSETS Investment in real estate assets $ 2,092,145 $ 2,089,262 Accumulated depreciation (634,287 ) (618,922 ) 1,457,858 1,470,340 Developments in progress 44,379 36,765 Net investment in real estate assets 1,502,237 1,507,105 Other assets 195,692 201,114 Total assets $ 1,697,929 $ 1,708,219 LIABILITIES Mortgage and other indebtedness, net $ 1,246,902 $ 1,248,817 Other liabilities 40,862 41,291 Total liabilities 1,287,764 1,290,108 OWNERS' EQUITY The Company 214,387 216,292 Other investors 195,778 201,819 Total owners' equity 410,165 418,111 Total liabilities and owners' equity $ 1,697,929 $ 1,708,219 Total for the Three Months 2018 2017 Total revenues $ 57,181 $ 59,699 Depreciation and amortization (19,787 ) (20,629 ) Interest income 353 400 Interest expense (12,458 ) (12,838 ) Operating expenses (19,980 ) (18,748 ) Income from continuing operations before loss on sales of real estate assets 5,309 7,884 Loss on sales of real estate assets — (71 ) Net income (1) $ 5,309 $ 7,813 (1) The Company's share of net income is $3,739 and $5,373 for the three months ended March 31, 2018 and 2017 , respectively. 2018 Financings The Company's unconsolidated affiliates had the following loan activity in 2018: Date Property Stated Interest Maturity Date Amount Extended February Hammock Landing - Phase I LIBOR + 2.0% April 2018 (1) $ 42,147 February Hammock Landing - Phase II LIBOR + 2.0% April 2018 (1) 16,277 February The Pavilion at Port Orange LIBOR + 2.0% April 2018 (1) 56,948 (1) The loan was amended to extend the maturity date from February 2018 and has an extension option for an outside maturity date of February 2019. See Note 14 for an extension of these loans subsequent to March 31, 2018 . All of the debt on the properties owned by the unconsolidated affiliates is non-recourse, except for debt secured by Ambassador Infrastructure, Hammock Landing, The Pavilion at Port Orange, The Shoppes at Eagle Point and the self-storage development adjacent to EastGate Mall. See Note 11 for a description of guarantees the Operating Partnership has issued related to certain unconsolidated affiliates. See Note 14 for information on a new joint venture and related construction loan, guaranteed by the Operating Partnership, which occurred subsequent to March 31, 2018 . Noncontrolling Interests Noncontrolling interests consist of the following: As of March 31, 2018 December 31, 2017 Noncontrolling interests: Operating Partnership $ 86,723 $ 86,773 Other consolidated subsidiaries 8,084 9,701 $ 94,807 $ 96,474 In February 2018, the Company issued 915,338 shares of common stock to a holder of 915,338 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holder's contractual exchange rights. Variable Interest Entities In accordance with the guidance in ASU 2015-02, 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. 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 the Company's business activities and the business activities of the other investors. Consolidated VIEs As of March 31, 2018 , the Company had investments in 18 consolidated VIEs with ownership interests ranging from 50% to 95% . There have been no changes to the Company's investments in consolidated affiliates as compared to the prior-year period. Unconsolidated VIEs The table below lists the Company's unconsolidated VIEs as of March 31, 2018 : Investment in Real Estate Joint Ventures and Partnerships Maximum Risk of Loss Ambassador Infrastructure, LLC (1) $ — $ 10,605 EastGate Storage, LLC (1) 1,121 6,500 G&I VIII CBL Triangle LLC 1,469 1,469 Shoppes at Eagle Point, LLC (1) 15,866 36,400 (1) The debt is guaranteed by the Operating Partnership at 100% . See Note 11 for more information. |
Mortgage and Other Indebtedness
Mortgage and Other Indebtedness, Net | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness, Net | 1.75x 3.1 x EBITDA to fixed charges (debt service) > 1.5x 2.3 x (1) The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of March 31, 2018 , the total amount available to the Company on its lines of credit was $697,778 . Therefore, the Company had additional availability of $581,977 based on the outstanding balances of the lines of credit as of March 31, 2018 . 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 March 31, 2018 : Ratio Required Actual Total debt to total assets < 60% 51% Secured debt to total assets < 45% (1) 22% Total unencumbered assets to unsecured debt > 150% 211% Consolidated income available for debt service to annual debt service charge > 1.5x 2.9x (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 of the Operating Partnership will constitute an event of default under the Notes. Mortgages on Operating Properties 2018 Financings In March 2018, the Company exercised an option to extend the loan secured by Statesboro Crossing to June 2019. Subsequent to March 31, 2018 , the Company extended an operating property loan. See Note 14 for additional information. 2018 Loan Repayment The Company repaid the following loan, secured by the related consolidated Property, in 2018 with borrowings from its credit facilities: Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid January Kirkwood Mall 5.75% April 2018 $ 37,295 Scheduled Principal Payments As of March 31, 2018 , 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: 2018 $ 608,552 2019 371,731 2020 569,621 2021 498,168 2022 431,331 Thereafter 1,635,794 4,115,197 Unamortized discounts (11,925 ) Unamortized deferred financing costs (17,730 ) Principal balance of loan secured by Lender Mall in foreclosure (1) 122,143 Total mortgage and other indebtedness, net $ 4,207,685 (1) Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan matured in 2017. Of the $608,552 of scheduled principal payments in 2018, $34,026 relates to the maturing principal balance of two operating property loans, $540,000 represents the aggregate principal balance due in 2018 of two unsecured term loans (the $350,000 unsecured term loan and $190,000 of the $490,000 unsecured term loan) and $34,526 relates to scheduled principal amortization. Subsequent to March 31, 2018 , the Company extended one of the operating property loans maturing in 2018. See Note 14 for details. The other operating property loan, which is scheduled to mature in December 2018, has a December 2019 extension option. The $350,000 term loan, which matures in October 2018, has an October 2019 extension option, but the Company is in the process of refinancing this unsecured term loan. Net proceeds from dispositions and other financings will be utilized to address the $190,000 term loan due in July 2018. The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.1 years as of March 31, 2018 and 4.4 years as of December 31, 2017 ." id="sjs-B4">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 (the "Notes"), 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 unsecured credit facilities and three unsecured term loans as of March 31, 2018 . Debt of the Operating Partnership Net mortgage and other indebtedness consisted of the following: March 31, 2018 December 31, 2017 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating properties $ 1,747,371 5.32% $ 1,796,203 5.33% Senior unsecured notes due 2023 (2) 447,086 5.25% 446,976 5.25% Senior unsecured notes due 2024 (3) 299,947 4.60% 299,946 4.60% Senior unsecured notes due 2026 (4) 616,042 5.95% 615,848 5.95% Total fixed-rate debt 3,110,446 5.37% 3,158,973 5.37% Variable-rate debt: Non-recourse loan on operating property 10,805 3.68% 10,836 3.37% Recourse loans on operating properties 103,363 4.30% 101,187 4.00% Unsecured lines of credit 115,801 2.86% 93,787 2.56% Unsecured term loans 885,000 3.11% 885,000 2.81% Total variable-rate debt 1,114,969 3.20% 1,090,810 2.90% Total fixed-rate and variable-rate debt 4,225,415 4.80% 4,249,783 4.74% Unamortized deferred financing costs (17,730 ) (18,938 ) Total mortgage and other indebtedness, net $ 4,207,685 $ 4,230,845 (1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. (2) The balance is net of an unamortized discount of $2,914 and $3,024 as of March 31, 2018 and December 31, 2017 , respectively. (3) The balance is net of an unamortized discount of $53 and $54 as of March 31, 2018 and December 31, 2017 , respectively. (4) The balance is net of an unamortized discount of $8,958 and $9,152 as of March 31, 2018 and December 31, 2017 , respectively. 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 (1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above. (2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45% . The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of March 31, 2018 , this ratio was 22% as shown below. (3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50% , 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively. Unsecured Lines of 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, as well as issuances of letters of credit. Each facility bears interest at LIBOR plus a spread of 0.875% to 1.550% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. As of March 31, 2018 , the Operating Partnership's interest rate based on the credit ratings of its unsecured long-term indebtedness of Ba1 from Moody's Investors Service ("Moody's"), BBB- from Standard & Poor's ("S&P") and BB+ from Fitch Ratings ("Fitch") is LIBOR plus 1.200% . Additionally, the Company pays an annual facility fee that ranges from 0.125% to 0.300% of the total capacity of each facility based on the credit ratings described above. As of March 31, 2018 , the annual facility fee was 0.25% . The three unsecured lines of credit had a weighted-average interest rate of 2.86% at March 31, 2018 . The following summarizes certain information about the Company's unsecured lines of credit as of March 31, 2018: Total Capacity Total Outstanding Maturity Date Extended Maturity Date Wells Fargo - Facility A $ 500,000 (1) $ — October 2019 October 2020 (2) First Tennessee 100,000 (3) 53,249 October 2019 October 2020 (4) Wells Fargo - Facility B 500,000 (1) 62,552 October 2020 $ 1,100,000 (5) $ 115,801 (1) Up to $30,000 of the capacity on this facility can be used for letters of credit. (2) The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility. (3) Up to $20,000 of the capacity on this facility can be used for letters of credit. (4) The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility. (5) See debt covenant section below for limitation on excess capacity. Unsecured Term Loans The Company has a $350,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.35% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. The loan has a maturity date of October 2018 and has a one -year extension option, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of October 2019 . At March 31, 2018 , the outstanding borrowings of $350,000 had an interest rate of 3.01% . The Company has a $490,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.50% based on the credit ratings for the Operating Partnership's senior unsecured long-term indebtedness. In July 2018 , the principal balance will be reduced to $300,000 . The loan matures in July 2020 and has two one -year extension options, the second of which is at the lenders' discretion, for a July 2022 extended maturity date. At March 31, 2018 , the outstanding borrowings of $490,000 had an interest rate of 3.16% . The Company has a $45,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.65% . The loan matures in June 2021 and has a one -year extension option at the Company's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of June 2022. At March 31, 2018 , the outstanding borrowings of $45,000 had an interest rate of 3.31% . Financial Covenants and Restrictions The agreements for the unsecured lines of credit, 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 March 31, 2018 . 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 March 31, 2018 : Ratio Required Actual Debt to total asset value < 60% 52 % Unsecured indebtedness to unencumbered asset value < 60% 48 % (1) Unencumbered NOI to unsecured interest expense > 1.75x 3.1 x EBITDA to fixed charges (debt service) > 1.5x 2.3 x (1) The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of March 31, 2018 , the total amount available to the Company on its lines of credit was $697,778 . Therefore, the Company had additional availability of $581,977 based on the outstanding balances of the lines of credit as of March 31, 2018 . 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 March 31, 2018 : Ratio Required Actual Total debt to total assets < 60% 51% Secured debt to total assets < 45% (1) 22% Total unencumbered assets to unsecured debt > 150% 211% Consolidated income available for debt service to annual debt service charge > 1.5x 2.9x (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 of the Operating Partnership will constitute an event of default under the Notes. Mortgages on Operating Properties 2018 Financings In March 2018, the Company exercised an option to extend the loan secured by Statesboro Crossing to June 2019. Subsequent to March 31, 2018 , the Company extended an operating property loan. See Note 14 for additional information. 2018 Loan Repayment The Company repaid the following loan, secured by the related consolidated Property, in 2018 with borrowings from its credit facilities: Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid January Kirkwood Mall 5.75% April 2018 $ 37,295 Scheduled Principal Payments As of March 31, 2018 , 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: 2018 $ 608,552 2019 371,731 2020 569,621 2021 498,168 2022 431,331 Thereafter 1,635,794 4,115,197 Unamortized discounts (11,925 ) Unamortized deferred financing costs (17,730 ) Principal balance of loan secured by Lender Mall in foreclosure (1) 122,143 Total mortgage and other indebtedness, net $ 4,207,685 (1) Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan matured in 2017. Of the $608,552 of scheduled principal payments in 2018, $34,026 relates to the maturing principal balance of two operating property loans, $540,000 represents the aggregate principal balance due in 2018 of two unsecured term loans (the $350,000 unsecured term loan and $190,000 of the $490,000 unsecured term loan) and $34,526 relates to scheduled principal amortization. Subsequent to March 31, 2018 , the Company extended one of the operating property loans maturing in 2018. See Note 14 for details. The other operating property loan, which is scheduled to mature in December 2018, has a December 2019 extension option. The $350,000 term loan, which matures in October 2018, has an October 2019 extension option, but the Company is in the process of refinancing this unsecured term loan. Net proceeds from dispositions and other financings will be utilized to address the $190,000 term loan due in July 2018. The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.1 years as of March 31, 2018 and 4.4 years as of December 31, 2017 . |
Mortgage and Other Notes Receiv
Mortgage and Other Notes Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Mortgage and Other Notes Receivable | 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. Mortgage and other notes receivable consist of the following: As of March 31, 2018 As of December 31, 2017 Maturity Date Interest Rate Balance Interest Rate Balance Mortgages: Columbia Place Outparcel Feb 2022 5.00% $ 297 5.00% $ 302 One Park Place May 2022 5.00% 942 5.00% 1,010 Village Square (1) Sep 2018 4.00% 1,583 4.00% 1,596 Other (2) Dec 2016 - Jan 2047 4.39% - 9.50% 2,511 4.07% - 9.50% 2,510 5,333 5,418 Other Notes Receivable: ERMC Sep 2021 4.00% 2,689 4.00% 2,855 Southwest Theaters LLC Apr 2026 5.00% 655 5.00% 672 3,344 3,527 $ 8,677 $ 8,945 (1) The note was amended to extend the maturity date and restructure the monthly payment amount. (2) The $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, is in default. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 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 Company's segment information for the three months ended March 31, 2017 has been retrospectively revised from previously reported amounts to reflect a change in our reportable segments. The Company no longer separately presents quantitatively and qualitatively insignificant reportable segments. Information on the Company’s reportable segments is presented as follows: Three Months Ended March 31, 2018 Malls All Other (1) Total Revenues (2) $ 200,715 $ 19,485 $ 220,200 Property operating expenses (3) (63,829 ) (4,024 ) (67,853 ) Interest expense (25,774 ) (27,993 ) (53,767 ) Other expense (49 ) (45 ) (94 ) Gain on sales of real estate assets — 4,371 4,371 Segment profit (loss) $ 111,063 $ (8,206 ) 102,857 Depreciation and amortization expense (71,750 ) General and administrative expense (18,304 ) Interest and other income 213 Loss on impairment (18,061 ) Income tax benefit 645 Equity in earnings of unconsolidated affiliates 3,739 Net loss $ (661 ) Capital expenditures (4) $ 34,302 $ 2,349 $ 36,651 Three Months Ended March 31, 2017 Malls All Other (1) Total Revenues (2) $ 221,931 $ 16,082 $ 238,013 Property operating expenses (3) (66,530 ) (3,819 ) (70,349 ) Interest expense (33,245 ) (22,956 ) (56,201 ) Gain on sales of real estate assets — 5,988 5,988 Segment profit (loss) $ 122,156 $ (4,705 ) 117,451 Depreciation and amortization expense (71,220 ) General and administrative expense (16,082 ) Interest and other income 1,404 Gain on extinguishment of debt 4,055 Loss on impairment (3,263 ) Income tax benefit 800 Equity in earnings of unconsolidated affiliates 5,373 Net income $ 38,518 Capital expenditures (4) $ 40,696 $ 3,160 $ 43,856 Total Assets Malls All Other (1) Total March 31, 2018 $ 5,148,195 $ 554,375 $ 5,702,570 December 31, 2017 $ 5,152,789 $ 552,019 $ 5,704,808 (1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings and the Management Company. (2) Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments. (3) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (4) Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Earnings per Share and Earnings
Earnings per Share and Earnings per Unit | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share and Earnings per Unit | Earnings per Share and Earnings per Unit Earnings per Share of the Company Basic earnings 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 potential dilutive common shares and there were no anti-dilutive shares for the three month periods ended March 31, 2018 and 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 potential dilutive common units and there were no anti-dilutive units for the three month periods ended March 31, 2018 and 2017 . |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation The Company is currently involved in certain 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. 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 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place. Guarantees The Operating 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 Operating Partnership’s investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner 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 condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 : As of March 31, 2018 Obligation recorded to Unconsolidated Company's Outstanding Percentage Maximum Debt (1) 3/31/2018 12/31/2017 West Melbourne I, LLC - Phase I (2) 50% $ 42,097 20% $ 8,419 Apr-2018 (3) $ 86 $ 86 West Melbourne I, LLC - Phase II (2) 50% 16,257 20% 3,251 Apr-2018 (3) 33 33 Port Orange I, LLC 50% 56,878 20% 11,376 Apr-2018 (3) 116 116 Ambassador Infrastructure, LLC 65% 10,605 100% 10,605 Aug-2020 177 177 Shoppes at Eagle Point, LLC 50% 9,399 100% (4) 36,400 Oct-2020 (5) 364 364 EastGate Storage, LLC 50% 93 100% (6) 6,500 Dec-2022 65 65 Total guaranty liability $ 841 $ 841 (1) Excludes any extension options. (2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively. (3) The loan was amended in February 2018 to extend the maturity date. The loan has an extension option for an outside maturity date of February 2019. See Note 6 for more information. (4) The guaranty will be reduced to 35% once construction is complete. (5) The loan has one two -year extension option, at the joint venture's election, for an outside maturity date of October 2022. (6) Once construction is complete, the guaranty will be reduced to 50% . The guaranty will be further reduced to 25% once certain debt and operational metrics are met. See Note 14 for information on the extension of several loans subsequent to March 31, 2018 as well as a guaranty related to a construction loan on a new joint venture. The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company 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 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 , which decreases by $800 annually until the guaranteed amount is reduced to $10,000 . The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $13,200 as of March 31, 2018 . 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 include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of March 31, 2018 and December 31, 2017. 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 $15,787 and $16,998 at March 31, 2018 and December 31, 2017 , respectively. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of March 31, 2018 , the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("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. 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 plan. Restricted Stock Awards 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. Share-based compensation expense related to the restricted stock awards was $1,767 and $1,430 for the three months ended March 31, 2018 and 2017 , respectively. Share-based compensation cost capitalized as part of real estate assets was $122 and $129 for the three months ended March 31, 2018 and 2017 , respectively. A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2018 , and changes during the three months ended March 31, 2018 , is presented below: Shares Weighted-Average Grant Date Fair Value Nonvested at January 1, 2018 642,359 $ 13.23 Granted 693,064 $ 4.55 Vested (408,834 ) $ 9.63 Forfeited (1,292 ) $ 11.02 Nonvested at March 31, 2018 925,297 $ 8.32 As of March 31, 2018 , there was $7,152 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 2.9 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 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 2018 PSUs, two-thirds of the quantitative portion of the award over the performance period will be based on the achievement of TSR relative to the NAREIT Retail Index while the remaining one-third will be based on the achievement of absolute TSR metrics. To maintain compliance with the 200,000 share annual equity grant limit under the 2012 Plan, beginning with the 2018 PSU grant, 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 annual 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. Any such portion of the value of the 2018 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs. 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 four equal annual installments. Performance Stock Units A summary of the status of the Company’s PSU activity as of March 31, 2018 , and changes during the three months ended March 31, 2018 , is presented below: PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2018 560,371 $ 5.91 2018 PSUs granted 741,977 $ 2.63 Outstanding at March 31, 2018 (1) 1,302,348 $ 4.04 (1) None of the PSUs outstanding at March 31, 2018 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, for awards classified as equity, 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 PSUs is measured at each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the condensed consolidated balance sheet as of March 31, 2018 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the 2018 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 $419 and $344 for the three months ended March 31, 2018 and 2017 , respectively. Unrecognized compensation costs related to the PSUs was $3,694 as of March 31, 2018, 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 PSUs: 2018 PSUs 2017 PSUs 2016 PSUs Grant date February 12, 2018 February 7, 2017 February 10, 2016 Fair value per share on valuation date (1) $ 4.76 $ 6.86 $ 4.98 Risk-free interest rate (2) 2.36 % 1.53 % 0.92 % Expected share price volatility (3) 42.02 % 32.85 % 30.95 % (1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo Simulation model. The valuation consists 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 2018 PSUs consists of 494,676 shares at a fair value of $3.13 (which relate to relative TSR) and 247,301 shares at a fair value of $1.63 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2017 PSUs consists of 115,082 shares at a fair value of $5.62 per share and 162,294 shares at a fair value of $7.74 per share. (2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date. (3) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three -year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financing
Noncash Investing and Financing Activities | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | Noncash Investing and Financing Activities The Company’s noncash investing and financing activities were as follows: Three Months Ended 2018 2017 Accrued dividends and distributions payable $ 41,759 $ 54,394 Additions to real estate assets accrued but not yet paid 2,071 14,513 Conversion of Operating Partnership units for common stock (1) 3,059 — Deconsolidation upon assignment of interests in joint venture: Decrease in real estate assets — (9,131 ) Decrease in mortgage and other indebtedness — 2,466 Decrease in operating assets and liabilities — 1,287 Decrease in noncontrolling interest and joint venture interest — 2,231 Transfer of real estate assets in settlement of mortgage debt obligation: Decrease in real estate assets — (28,218 ) Decrease in mortgage and other indebtedness — 31,953 Decrease in operating assets and liabilities — 320 (1) See Note 6 for more information. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2018, the loan secured by Phase II of The Outlet Shoppes at El Paso was extended to July 2018 as the Company is in the process of obtaining new financing on this property. The loan had an aggregate principal balance of $6,580 at March 31, 2018 and was scheduled to mature in April 2018. In April 2018, the Company entered into a 50/50 joint venture, Self Storage at Mid Rivers, LLC, to develop a self-storage facility adjacent to Mid Rivers Mall. This joint venture will be an unconsolidated affiliate accounted for using the equity method of accounting. The joint venture closed on a construction loan with a total available capacity of $5,987 that bears interest at a variable-rate of LIBOR plus 2.75% and matures in April 2023. The Operating Partnership has guaranteed 100% of the loan until construction is complete. In April 2018, CBL/T-C, LLC, an unconsolidated affiliate that owns CoolSprings Galleria, closed on a $155,000 non-recourse loan. The ten - year loan bears interest at a fixed rate of 4.839% and is secured by CoolSprings Galleria. The loan was scheduled to mature in June 2018. Proceeds from the loan were used to retire a loan which had a principal balance of $97,939 as of March 31, 2018 and bore interest at a fixed-rate of 6.98% . The Company's share of excess proceeds will be used to reduce outstanding balances on its credit facilities. In May 2018, the loans secured by Hammock Landing and The Pavilion at Port Orange were amended to extend the maturity date to May 2018 with an outside maturity date of February 2019. The loans had an aggregate principal balance of $115,232 at March 31, 2018 and had an original maturity date of April 2018. |
Recent Accounting Pronounceme22
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Variable Interest Entity | CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). 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. |
Basis of Presentation | The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended March 31, 2018 are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017 . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted Description Date Adopted & Application Method Financial Statement Effect and Other Information ASU 2014-09, Revenue from Contracts with Customers , and related subsequent amendments January 1, 2018 - Modified Retrospective (applied to contracts not completed as of the implementation date) The objective of this guidance is to enable financial statement users to better understand and analyze revenue by replacing transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle 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 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. The Company expects the adoption of the new guidance to be immaterial to its net income on an ongoing basis as the majority of the Company’s revenues relate to leasing. See Note 3 for further details and the cumulative adjustment recorded. ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory January 1, 2018 - Modified Retrospective The guidance requires an entity to recognize the income tax consequences of intercompany sales or transfers of assets, other than inventory, when the sale or transfer occurs. The Company recorded a cumulative effect adjustment of $11,433 to retained earnings as of January 1, 2018 related to certain 2017 asset sales from several of the Company's consolidated subsidiaries to the Management Company. ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets January 1, 2018 - Modified Retrospective This guidance applies to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures and requires 100% of the gain to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. See Note 3 for further details including the impact of adoption and the cumulative adjustment recorded. ASU 2017-09, Scope of Modification Accounting January 1, 2018 - Prospective The guidance clarifies the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting. The guidance did not have a material impact on the Company's condensed consolidated financial statements. Accounting Guidance Not Yet Effective Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information ASU 2016-02, Leases , and related subsequent amendments January 1, 2019 - Modified Retrospective 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. 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 is substantially similar to existing GAAP and the Company expects substantially all leases will continue to be classified as operating leases under the new guidance. The Company expects to expense certain deferred lease costs due to the narrowed definition of indirect costs that may be capitalized. The Company is completing an inventory of its leases in which it is a lessee and continues to evaluate the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures. The Company has 13 ground lease arrangements in which it is the lessee for land. As of March 31, 2018, these ground leases have future contractual payments of approximately $14,990 with maturity dates ranging from January 2019 to July 2089. 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 is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures. |
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 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 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 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. |
Contingencies | The Company is currently involved in certain 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. |
Organization and Basis of Pre23
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Properties Owned by Operating Partnership | As of March 31, 2018, the Operating Partnership owned interests in the following properties: Other Properties Malls (1) Associated Centers Community Centers Office Buildings Total Consolidated properties 60 20 4 5 (2) 89 Unconsolidated properties (3) 8 3 4 — 15 Total 68 23 8 5 104 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) Includes CBL's two corporate office buildings. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. |
Properties Under Development | At March 31, 2018 , the Operating Partnership had interests in the following properties under development: Consolidated Properties Unconsolidated Properties Malls All Other Malls All Other Development — 1 — 2 Redevelopments 6 — 1 — |
Recent Accounting Pronounceme24
Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Accounting Guidance Adopted Description Date Adopted & Application Method Financial Statement Effect and Other Information ASU 2014-09, Revenue from Contracts with Customers , and related subsequent amendments January 1, 2018 - Modified Retrospective (applied to contracts not completed as of the implementation date) The objective of this guidance is to enable financial statement users to better understand and analyze revenue by replacing transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle 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 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. The Company expects the adoption of the new guidance to be immaterial to its net income on an ongoing basis as the majority of the Company’s revenues relate to leasing. See Note 3 for further details and the cumulative adjustment recorded. ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory January 1, 2018 - Modified Retrospective The guidance requires an entity to recognize the income tax consequences of intercompany sales or transfers of assets, other than inventory, when the sale or transfer occurs. The Company recorded a cumulative effect adjustment of $11,433 to retained earnings as of January 1, 2018 related to certain 2017 asset sales from several of the Company's consolidated subsidiaries to the Management Company. ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets January 1, 2018 - Modified Retrospective This guidance applies to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures and requires 100% of the gain to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. See Note 3 for further details including the impact of adoption and the cumulative adjustment recorded. ASU 2017-09, Scope of Modification Accounting January 1, 2018 - Prospective The guidance clarifies the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting. The guidance did not have a material impact on the Company's condensed consolidated financial statements. Accounting Guidance Not Yet Effective Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information ASU 2016-02, Leases , and related subsequent amendments January 1, 2019 - Modified Retrospective 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. 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 is substantially similar to existing GAAP and the Company expects substantially all leases will continue to be classified as operating leases under the new guidance. The Company expects to expense certain deferred lease costs due to the narrowed definition of indirect costs that may be capitalized. The Company is completing an inventory of its leases in which it is a lessee and continues to evaluate the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures. The Company has 13 ground lease arrangements in which it is the lessee for land. As of March 31, 2018, these ground leases have future contractual payments of approximately $14,990 with maturity dates ranging from January 2019 to July 2089. 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 is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The Company has the following contract balances as of March 31, 2018 : As of March 31, 2018 Expected Settlement Period Description Financial Statement Line Item 2018 2019 2023 Contract assets (1) Management, development and leasing fees $ 480 $ (271 ) $ (205 ) $ (4 ) Contract liability (2) Other rents 98 (49 ) (49 ) — (1) Represents leasing fees recognized as revenue under third party and unconsolidated affiliates' contracts in which the remaining 50% of the commissions will be paid when the tenant opens. The tenant typically opens within a year, unless the project is in development. (2) Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract. A summary of the Company's contract assets activity during the three months ended March 31, 2018 is presented below: Contract Assets Balance as of January 1, 2018 (1) $ 460 Tenant openings (79 ) Executed leases 99 Balance as of March 31, 2018 $ 480 (1) In conjunction with the initial entry to record contract assets, $166 was also recorded in investments in unconsolidated affiliates in the condensed consolidated balance sheets to eliminate the Company's portion related to two unconsolidated affiliates. |
Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by revenue source: Three Months Ended March 31, 2018 Leasing revenues (1) $ 215,026 Revenues from contracts with customers (ASC 606): Management, development and leasing fees (2) 2,721 Marketing revenues (3) 1,331 4,052 Other revenues 1,122 Total revenues $ 220,200 (1) Revenues from leases are accounted for in accordance with ASC 840, Leases . (2) Included in All Other segment. (3) Includes $1,326 in the Malls segment and $5 in the All Other segment as of March 31, 2018 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Information Regarding Assets Measured on a Nonrecurring Basis | 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 three months ended March 31, 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 Long-lived assets $ 17,640 $ — $ — $ 17,640 $ 18,061 The following table sets forth information regarding the Company's assets, which are included in the Company's condensed consolidated balance sheets as of March 31, 2018 , that were measured at fair value on a nonrecurring basis and related impairment charges for the year ended December 31, 2017: 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) Long-lived assets $ 81,350 — — $ 81,350 |
Schedule of Impairment on Real Estate Properties | During the year ended December 31, 2017 , the Company wrote down the book value of the following properties: Impairment Date Property Location Segment Classification Fair Value June Acadiana Mall (1) Lafayette, LA Malls $ 67,300 September Hickory Point Mall (2) Forsyth, IL Malls 14,050 $ 81,350 (1) Acadiana Mall - 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 $67,300 . Management determined the fair value of Acadiana 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 15.5% and a discount rate of 15.75% . The mall has experienced declining tenant sales and cash flows as a result of the downturn of the economy in its market area and was also impacted by an anchor's announcement in the second quarter 2017 that it would close its store later in 2017. The loan secured by Acadiana Mall matured in April 2017 and is in default. The revenues of Acadiana Mall accounted for approximately 1.9% of total consolidated revenues for the year ended December 31, 2017 . (2) Hickory Point Mall - 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 $14,050 . 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 sale at the end of the holding period, a capitalization rate of 18.0% and a discount rate of 19.0% . The mall has experienced decreased occupancy and cash flows as a result of the downturn of the economy in its market area. The Company is in preliminary discussions with the lender to modify the loan secured by the mall due to the additional deterioration in its operating metrics. The revenues of Hickory Point Mall accounted for approximately 0.5% of total consolidated revenues for the year ended December 31, 2017 . During the three months ended March 31, 2018 , the Company recognized an impairment of real estate of $18,061 related to one mall. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Janesville Mall (1) Janesville, WI Malls $ 18,061 $ 17,640 (1) The Company adjusted the book value of the mall to its estimated fair value based upon a net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The revenue of the mall accounted for approximately 0.7% of total consolidated revenues for the trailing twelve months ended March 31, 2018 . |
Dispositions (Tables)
Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations, Discontinued Operations and Disposal Groups [Abstract] [Abstract] | |
Schedule of Dispositions | Net proceeds realized from the 2018 disposition listed below were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2018 disposition: Sales Price Sales Date Property Property Type Location Gross Net Gain March Gulf Coast Town Center - Phase III All Other Ft. Myers, FL $ 9,000 $ 8,769 $ 2,236 |
Unconsolidated Affiliates and28
Unconsolidated Affiliates and Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Condensed combined financial statement information - unconsolidated affiliates | Condensed combined financial statement information of the unconsolidated affiliates is as follows: March 31, December 31, ASSETS Investment in real estate assets $ 2,092,145 $ 2,089,262 Accumulated depreciation (634,287 ) (618,922 ) 1,457,858 1,470,340 Developments in progress 44,379 36,765 Net investment in real estate assets 1,502,237 1,507,105 Other assets 195,692 201,114 Total assets $ 1,697,929 $ 1,708,219 LIABILITIES Mortgage and other indebtedness, net $ 1,246,902 $ 1,248,817 Other liabilities 40,862 41,291 Total liabilities 1,287,764 1,290,108 OWNERS' EQUITY The Company 214,387 216,292 Other investors 195,778 201,819 Total owners' equity 410,165 418,111 Total liabilities and owners' equity $ 1,697,929 $ 1,708,219 Total for the Three Months 2018 2017 Total revenues $ 57,181 $ 59,699 Depreciation and amortization (19,787 ) (20,629 ) Interest income 353 400 Interest expense (12,458 ) (12,838 ) Operating expenses (19,980 ) (18,748 ) Income from continuing operations before loss on sales of real estate assets 5,309 7,884 Loss on sales of real estate assets — (71 ) Net income (1) $ 5,309 $ 7,813 (1) The Company's share of net income is $3,739 and $5,373 for the three months ended March 31, 2018 and 2017 , respectively. The Company's unconsolidated affiliates had the following loan activity in 2018: Date Property Stated Interest Maturity Date Amount Extended February Hammock Landing - Phase I LIBOR + 2.0% April 2018 (1) $ 42,147 February Hammock Landing - Phase II LIBOR + 2.0% April 2018 (1) 16,277 February The Pavilion at Port Orange LIBOR + 2.0% April 2018 (1) 56,948 (1) The loan was amended to extend the maturity date from February 2018 and has an extension option for an outside maturity date of February 2019. |
Schedule of limited partners' capital account by class | Noncontrolling interests consist of the following: As of March 31, 2018 December 31, 2017 Noncontrolling interests: Operating Partnership $ 86,723 $ 86,773 Other consolidated subsidiaries 8,084 9,701 $ 94,807 $ 96,474 |
Schedule of variable interest entities | The table below lists the Company's unconsolidated VIEs as of March 31, 2018 : Investment in Real Estate Joint Ventures and Partnerships Maximum Risk of Loss Ambassador Infrastructure, LLC (1) $ — $ 10,605 EastGate Storage, LLC (1) 1,121 6,500 G&I VIII CBL Triangle LLC 1,469 1,469 Shoppes at Eagle Point, LLC (1) 15,866 36,400 (1) The debt is guaranteed by the Operating Partnership at 100% . See Note 11 for more information. |
Mortgage and Other Indebtedne29
Mortgage and Other Indebtedness, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of mortgage and other indebtedness | Net mortgage and other indebtedness consisted of the following: March 31, 2018 December 31, 2017 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating properties $ 1,747,371 5.32% $ 1,796,203 5.33% Senior unsecured notes due 2023 (2) 447,086 5.25% 446,976 5.25% Senior unsecured notes due 2024 (3) 299,947 4.60% 299,946 4.60% Senior unsecured notes due 2026 (4) 616,042 5.95% 615,848 5.95% Total fixed-rate debt 3,110,446 5.37% 3,158,973 5.37% Variable-rate debt: Non-recourse loan on operating property 10,805 3.68% 10,836 3.37% Recourse loans on operating properties 103,363 4.30% 101,187 4.00% Unsecured lines of credit 115,801 2.86% 93,787 2.56% Unsecured term loans 885,000 3.11% 885,000 2.81% Total variable-rate debt 1,114,969 3.20% 1,090,810 2.90% Total fixed-rate and variable-rate debt 4,225,415 4.80% 4,249,783 4.74% Unamortized deferred financing costs (17,730 ) (18,938 ) Total mortgage and other indebtedness, net $ 4,207,685 $ 4,230,845 (1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. (2) The balance is net of an unamortized discount of $2,914 and $3,024 as of March 31, 2018 and December 31, 2017 , respectively. (3) The balance is net of an unamortized discount of $53 and $54 as of March 31, 2018 and December 31, 2017 , respectively. (4) The balance is net of an unamortized discount of $8,958 and $9,152 as of March 31, 2018 and December 31, 2017 , respectively. 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 (1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above. (2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45% . The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of March 31, 2018 , this ratio was 22% as shown below. (3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50% , 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively. |
Schedule of line of credit facilities | The following summarizes certain information about the Company's unsecured lines of credit as of March 31, 2018: Total Capacity Total Outstanding Maturity Date Extended Maturity Date Wells Fargo - Facility A $ 500,000 (1) $ — October 2019 October 2020 (2) First Tennessee 100,000 (3) 53,249 October 2019 October 2020 (4) Wells Fargo - Facility B 500,000 (1) 62,552 October 2020 $ 1,100,000 (5) $ 115,801 (1) Up to $30,000 of the capacity on this facility can be used for letters of credit. (2) The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility. (3) Up to $20,000 of the capacity on this facility can be used for letters of credit. (4) The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility. (5) See debt covenant section below for limitation on excess capacity. |
Schedule of covenant compliance | The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of March 31, 2018 : Ratio Required Actual Debt to total asset value < 60% 52 % Unsecured indebtedness to unencumbered asset value < 60% 48 % (1) Unencumbered NOI to unsecured interest expense > 1.75x 3.1 x EBITDA to fixed charges (debt service) > 1.5x 2.3 x (1) The debt covenant limits the total amount of unsecured indebtedness the Company may have outstanding, which varies over time based on the ratio. Based on the Company’s outstanding unsecured indebtedness as of March 31, 2018 , the total amount available to the Company on its lines of credit was $697,778 . Therefore, the Company had additional availability of $581,977 based on the outstanding balances of the lines of credit as of March 31, 2018 . The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of March 31, 2018 : Ratio Required Actual Total debt to total assets < 60% 51% Secured debt to total assets < 45% (1) 22% Total unencumbered assets to unsecured debt > 150% 211% Consolidated income available for debt service to annual debt service charge > 1.5x 2.9x (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. |
Schedule of fixed rate loans | The Company repaid the following loan, secured by the related consolidated Property, in 2018 with borrowings from its credit facilities: Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid January Kirkwood Mall 5.75% April 2018 $ 37,295 |
Schedule of principal repayments | As of March 31, 2018 , 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: 2018 $ 608,552 2019 371,731 2020 569,621 2021 498,168 2022 431,331 Thereafter 1,635,794 4,115,197 Unamortized discounts (11,925 ) Unamortized deferred financing costs (17,730 ) Principal balance of loan secured by Lender Mall in foreclosure (1) 122,143 Total mortgage and other indebtedness, net $ 4,207,685 (1) Represents the principal balance of the non-recourse loan, secured by Acadiana Mall, which is in default. The loan matured in 2017. |
Mortgage and Other Notes Rece30
Mortgage and Other Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Schedule of mortgage and other notes receivable | Mortgage and other notes receivable consist of the following: As of March 31, 2018 As of December 31, 2017 Maturity Date Interest Rate Balance Interest Rate Balance Mortgages: Columbia Place Outparcel Feb 2022 5.00% $ 297 5.00% $ 302 One Park Place May 2022 5.00% 942 5.00% 1,010 Village Square (1) Sep 2018 4.00% 1,583 4.00% 1,596 Other (2) Dec 2016 - Jan 2047 4.39% - 9.50% 2,511 4.07% - 9.50% 2,510 5,333 5,418 Other Notes Receivable: ERMC Sep 2021 4.00% 2,689 4.00% 2,855 Southwest Theaters LLC Apr 2026 5.00% 655 5.00% 672 3,344 3,527 $ 8,677 $ 8,945 (1) The note was amended to extend the maturity date and restructure the monthly payment amount. (2) The $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, is in default. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Information on Reportable Segments | Information on the Company’s reportable segments is presented as follows: Three Months Ended March 31, 2018 Malls All Other (1) Total Revenues (2) $ 200,715 $ 19,485 $ 220,200 Property operating expenses (3) (63,829 ) (4,024 ) (67,853 ) Interest expense (25,774 ) (27,993 ) (53,767 ) Other expense (49 ) (45 ) (94 ) Gain on sales of real estate assets — 4,371 4,371 Segment profit (loss) $ 111,063 $ (8,206 ) 102,857 Depreciation and amortization expense (71,750 ) General and administrative expense (18,304 ) Interest and other income 213 Loss on impairment (18,061 ) Income tax benefit 645 Equity in earnings of unconsolidated affiliates 3,739 Net loss $ (661 ) Capital expenditures (4) $ 34,302 $ 2,349 $ 36,651 Three Months Ended March 31, 2017 Malls All Other (1) Total Revenues (2) $ 221,931 $ 16,082 $ 238,013 Property operating expenses (3) (66,530 ) (3,819 ) (70,349 ) Interest expense (33,245 ) (22,956 ) (56,201 ) Gain on sales of real estate assets — 5,988 5,988 Segment profit (loss) $ 122,156 $ (4,705 ) 117,451 Depreciation and amortization expense (71,220 ) General and administrative expense (16,082 ) Interest and other income 1,404 Gain on extinguishment of debt 4,055 Loss on impairment (3,263 ) Income tax benefit 800 Equity in earnings of unconsolidated affiliates 5,373 Net income $ 38,518 Capital expenditures (4) $ 40,696 $ 3,160 $ 43,856 Total Assets Malls All Other (1) Total March 31, 2018 $ 5,148,195 $ 554,375 $ 5,702,570 December 31, 2017 $ 5,152,789 $ 552,019 $ 5,704,808 (1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings and the Management Company. (2) Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments. (3) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (4) Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of guarantees | The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 : As of March 31, 2018 Obligation recorded to Unconsolidated Company's Outstanding Percentage Maximum Debt (1) 3/31/2018 12/31/2017 West Melbourne I, LLC - Phase I (2) 50% $ 42,097 20% $ 8,419 Apr-2018 (3) $ 86 $ 86 West Melbourne I, LLC - Phase II (2) 50% 16,257 20% 3,251 Apr-2018 (3) 33 33 Port Orange I, LLC 50% 56,878 20% 11,376 Apr-2018 (3) 116 116 Ambassador Infrastructure, LLC 65% 10,605 100% 10,605 Aug-2020 177 177 Shoppes at Eagle Point, LLC 50% 9,399 100% (4) 36,400 Oct-2020 (5) 364 364 EastGate Storage, LLC 50% 93 100% (6) 6,500 Dec-2022 65 65 Total guaranty liability $ 841 $ 841 (1) Excludes any extension options. (2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively. (3) The loan was amended in February 2018 to extend the maturity date. The loan has an extension option for an outside maturity date of February 2019. See Note 6 for more information. (4) The guaranty will be reduced to 35% once construction is complete. (5) The loan has one two -year extension option, at the joint venture's election, for an outside maturity date of October 2022. (6) Once construction is complete, the guaranty will be reduced to 50% . The guaranty will be further reduced to 25% once certain debt and operational metrics are met. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation [Abstract] | |
Summary of company stock award | A summary of the status of the Company’s PSU activity as of March 31, 2018 , and changes during the three months ended March 31, 2018 , is presented below: PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2018 560,371 $ 5.91 2018 PSUs granted 741,977 $ 2.63 Outstanding at March 31, 2018 (1) 1,302,348 $ 4.04 (1) None of the PSUs outstanding at March 31, 2018 were vested. A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2018 , and changes during the three months ended March 31, 2018 , is presented below: Shares Weighted-Average Grant Date Fair Value Nonvested at January 1, 2018 642,359 $ 13.23 Granted 693,064 $ 4.55 Vested (408,834 ) $ 9.63 Forfeited (1,292 ) $ 11.02 Nonvested at March 31, 2018 925,297 $ 8.32 |
Assumptions used in the Monte Carlo simulation pricing model | The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs: 2018 PSUs 2017 PSUs 2016 PSUs Grant date February 12, 2018 February 7, 2017 February 10, 2016 Fair value per share on valuation date (1) $ 4.76 $ 6.86 $ 4.98 Risk-free interest rate (2) 2.36 % 1.53 % 0.92 % Expected share price volatility (3) 42.02 % 32.85 % 30.95 % (1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo Simulation model. The valuation consists 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 2018 PSUs consists of 494,676 shares at a fair value of $3.13 (which relate to relative TSR) and 247,301 shares at a fair value of $1.63 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2017 PSUs consists of 115,082 shares at a fair value of $5.62 per share and 162,294 shares at a fair value of $7.74 per share. (2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date. (3) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three -year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financi34
Noncash Investing and Financing Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | The Company’s noncash investing and financing activities were as follows: Three Months Ended 2018 2017 Accrued dividends and distributions payable $ 41,759 $ 54,394 Additions to real estate assets accrued but not yet paid 2,071 14,513 Conversion of Operating Partnership units for common stock (1) 3,059 — Deconsolidation upon assignment of interests in joint venture: Decrease in real estate assets — (9,131 ) Decrease in mortgage and other indebtedness — 2,466 Decrease in operating assets and liabilities — 1,287 Decrease in noncontrolling interest and joint venture interest — 2,231 Transfer of real estate assets in settlement of mortgage debt obligation: Decrease in real estate assets — (28,218 ) Decrease in mortgage and other indebtedness — 31,953 Decrease in operating assets and liabilities — 320 (1) See Note 6 for more information. |
Organization and Basis of Pre35
Organization and Basis of Presentation (Narrative) (Details) $ in Thousands, shares in Millions | 3 Months Ended | |||
Mar. 31, 2018USD ($)subsidiarystateshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of states in which entity operates (state) | state | 26 | |||
Net cash used in investing activities | $ 28,532 | $ 119,714 | ||
Net cash used in financing activities | (79,332) | 23,163 | ||
Principal payments on mortgage and other indebtedness | 123,634 | 299,063 | ||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 58,535 | 73,394 | $ 68,172 | $ 65,069 |
CBL & Associates Limited Partnership | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of subsidiaries owned by the company (subsidiary) | subsidiary | 2 | |||
Percentage ownership of the sole general partner in partnership | 1.00% | |||
Percentage of limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership | 85.30% | |||
Combined percentage ownership by the subsidiaries in operating partnership | 86.30% | |||
Consolidated properties | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Percentage ownership interest in qualified subsidiaries | 100.00% | |||
Percentage of non controlling limited partner interest ownership of CBL's Predecessor in the Operating Partnership | 9.10% | |||
Percentage of non controlling limited partner interest of third parties in Operating partnership | 4.60% | |||
Number of company's common stock owned by CBL's Predecessor (in shares) | shares | 4.2 | |||
Total combined effective interest of CBL's Predecessor in Operating Partnership | 11.20% | |||
Accounting Standards Update 2016-18 | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net cash used in investing activities | 412 | |||
Net cash used in financing activities | 412 | |||
Principal payments on mortgage and other indebtedness | $ 689 | |||
Cash, cash equivalents, restricted cash and restricted cash equivalents | $ 277 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Schedule of Properties Owned by Operating Partnership) (Details) | Mar. 31, 2018propertyassociated_centermixed_use_centeroffice_buildingmallcommunity_center |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls (mall) | mall | 68 |
Associated Centers (associated center) | associated_center | 23 |
Community Centers (community center) | community_center | 8 |
Office Buildings (office building) | 5 |
Total (property) | property | 104 |
Consolidated properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls (mall) | mall | 60 |
Associated Centers (associated center) | associated_center | 20 |
Community Centers (community center) | community_center | 4 |
Office Buildings (office building) | 5 |
Total (property) | property | 89 |
Number of mixed-use centers owned (mixed use center) | mixed_use_center | 1 |
Consolidated properties | CBL & Associates Limited Partnership | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Office Buildings (office building) | 2 |
Unconsolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls (mall) | mall | 8 |
Associated Centers (associated center) | associated_center | 3 |
Community Centers (community center) | community_center | 4 |
Office Buildings (office building) | 0 |
Total (property) | property | 15 |
Organization and Basis of Pre37
Organization and Basis of Presentation (Summary of Interest Held in Properties) (Details) | Mar. 31, 2018associated_centermallcommunity_center |
Consolidated properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Development, Malls (mall) | 0 |
Redevelopments, Malls (mall) | 6 |
Development, All Other (properties) | community_center | 1 |
Redevelopments, All Other (properties) | associated_center | 0 |
Unconsolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Development, Malls (mall) | 0 |
Redevelopments, Malls (mall) | 1 |
Development, All Other (properties) | community_center | 2 |
Redevelopments, All Other (properties) | community_center | 0 |
Recent Accounting Pronounceme38
Recent Accounting Pronouncements (Narrative) (Details) | Mar. 31, 2018USD ($)lease | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of properties subject to ground leases | lease | 13 | ||
Future contractual lease payments | $ 14,990,000 | ||
Accounting Standards Update 2016-16 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of accounting change | $ 11,433,000 | ||
Retained Earnings | Accounting Standards Update 2016-16 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of accounting change | $ 11,433 |
Revenues (Details)
Revenues (Details) | Jan. 01, 2018USD ($)affiliate | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Dividends in excess of cumulative earnings | $ (810,740,000) | $ (836,269,000) | |
Number of unconsolidated affiliates included in partial sale of real estate assets | affiliate | 1 | ||
Tenant reimbursements period related to certain capital expenditure minimum, in years | 5 years | ||
Tenant reimbursements period related to certain capital expenditure maximum, in years | 15 years | ||
Revenue, performance obligation, lease commission recognized upon lease execution, percentage | 50.00% | ||
Revenue, remaining performance obligation | $ 0 | ||
Accounting Standards Update 2017-05, Joint Venture Impact | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
New accounting pronouncement or change in accounting principle, effect of change on operating results | $ 901,000 | ||
Accounting Standards Update 2017-05, Unconsolidated Affiliate Impact | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
New accounting pronouncement or change in accounting principle, effect of change on operating results | 57,850,000 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Dividends in excess of cumulative earnings | $ 196,000 |
Revenues (Contract Balances) (D
Revenues (Contract Balances) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2018 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Balance as of January 1, 2018 | $ 460,000 | ||
Tenant openings | (79,000) | ||
Executed leases | 99,000 | ||
Balance as of March 31, 2018 | 480,000 | ||
Contract with Customer, Liability [Abstract] | |||
Contract with customer, liability, increase (decrease) | 0 | ||
Contract assets | $ 460,000 | $ 480,000 | |
Contract with customer, asset, settled in 2018 | (271,000) | ||
Contract with customer, asset, settled in 2019 | (205,000) | ||
Contract with customer, asset, settled in 2023 | (4,000) | ||
Contract with customer, liability | $ (98,000) | $ (98,000) | |
Revenue, performance obligation, lease commission recognized upon tenant opening, percentage | 50.00% | ||
Equity Method Investments | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Balance as of January 1, 2018 | $ 166,000 | ||
Contract with Customer, Liability [Abstract] | |||
Contract assets | $ 166,000 |
Revenues (Contract Liabilities)
Revenues (Contract Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, liability | $ 98 | $ 98 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, liability | $ 49 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, liability | $ 49 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract with customer, liability | $ 0 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Leasing revenues | $ 215,026 | |
Revenues from contracts with customers (ASC 606) | 4,052 | |
Other revenues | 1,122 | |
Total revenues | 220,200 | $ 238,013 |
Management, Development and Leasing Fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers (ASC 606) | 2,721 | |
Marketing | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers (ASC 606) | 1,331 | |
Malls | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 200,715 | 221,931 |
Malls | Marketing | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers (ASC 606) | 1,326 | |
All Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 19,485 | $ 16,082 |
All Other | Marketing | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers (ASC 606) | $ 5 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Long-term debt, fair value | $ 4,035,913 | $ 4,199,357 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary of Assets Measured at Fair Value on Nonrecurring) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | $ 17,640 | $ 81,350 | |
Total Loss on Impairment | 18,061 | $ 3,263 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | $ 17,640 | $ 81,350 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Impairment of Real Estate Properties) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($)mall | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Loss on impairment | $ 18,061 | $ 3,263 | ||||
Number of malls with impairment | mall | 1 | |||||
Fair Value | $ 17,640 | $ 17,640 | $ 81,350 | |||
Janesville Mall | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Net sales price | 17,640 | 17,640 | ||||
Janesville Mall | Malls | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Loss on impairment | 18,061 | |||||
Fair Value | $ 17,640 | $ 17,640 | ||||
Percentage of total consolidated revenues | 0.70% | |||||
Acadiana Mall | Malls | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair Value | $ 67,300 | |||||
Percentage of total consolidated revenues | 1.90% | |||||
Equity method investments, fair value disclosure | $ 67,300 | |||||
Fair value assumptions, expected term | 10 years | |||||
Fair value inputs, cap rate | 15.50% | |||||
Fair value inputs, discount rate | 15.75% | |||||
Hickory Point | Malls | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair Value | $ 14,050 | $ 14,050 | ||||
Percentage of total consolidated revenues | 0.50% | |||||
Fair value assumptions, expected term | 10 years | |||||
Fair value inputs, cap rate | 18.00% | |||||
Fair value inputs, discount rate | 19.00% | |||||
Outlet Mall and Outparcel Sale | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Loss on impairment | $ 18,061 |
Dispositions (Dispositions) (De
Dispositions (Dispositions) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($)outparcel | Mar. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sales of real estate assets | $ 4,371 | $ 5,988 | |
Outparcel Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sales of real estate assets | $ 2,135 | ||
Number of properties disposed of (outparcel) | outparcel | 3 | ||
Gulf Coast Town Center - Phase III | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Sales Price, Gross | $ 9,000 | ||
Sales Price, Net | 8,769 | ||
Gain | $ 2,236 |
Unconsolidated Affiliates and47
Unconsolidated Affiliates and Noncontrolling Interests (Narrative) (Details) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2018shares | Mar. 31, 2018entityshares | Mar. 31, 2017shares | |
Schedule of Equity Method Investments [Line Items] | |||
Number of entities - equity method of accounting | 17 | ||
Number of joint venture entities | 12 | ||
Issuances of common units (in shares) | shares | 700,534 | 330,938 | |
Variable interest entity, number of entities | 18 | ||
Variable interest entity, ownership percentage | 50.00% | ||
Minimum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 10.00% | ||
Maximum | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 65.00% | ||
Variable interest entity, ownership percentage | 95.00% | ||
Unconsolidated Properties | |||
Schedule of Equity Method Investments [Line Items] | |||
Issuances of common units (in shares) | shares | 915,338 |
Unconsolidated Affiliates and48
Unconsolidated Affiliates and Noncontrolling Interests (Unconsolidated Affiliates) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
ASSETS | |||
Investment in real estate assets | $ 2,092,145 | $ 2,089,262 | |
Accumulated depreciation | (634,287) | (618,922) | |
Real estate investment net, before development in process | 1,457,858 | 1,470,340 | |
Developments in progress | 44,379 | 36,765 | |
Net investment in real estate assets | 1,502,237 | 1,507,105 | |
Other assets | 195,692 | 201,114 | |
Total assets | 1,697,929 | 1,708,219 | |
LIABILITIES | |||
Mortgage and other indebtedness, net | 1,246,902 | 1,248,817 | |
Other liabilities | 40,862 | 41,291 | |
Total liabilities | 1,287,764 | 1,290,108 | |
OWNERS' EQUITY | |||
The Company | 214,387 | 216,292 | |
Other investors | 195,778 | 201,819 | |
Total owners' equity | 410,165 | 418,111 | |
Total liabilities and owners' equity | 1,697,929 | $ 1,708,219 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Total revenues | 57,181 | $ 59,699 | |
Depreciation and amortization | (19,787) | (20,629) | |
Interest income | 353 | 400 | |
Interest expense | (12,458) | (12,838) | |
Operating expenses | (19,980) | (18,748) | |
Income from continuing operations before gain on sales of real estate assets | 5,309 | 7,884 | |
Gain on sales of real estate assets | 0 | (71) | |
Net income | 5,309 | 7,813 | |
Parent Company | |||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Net income | $ 3,739 | $ 5,373 |
Unconsolidated Affiliates and49
Unconsolidated Affiliates and Noncontrolling Interests (Loan Activity of Unconsolidated Affiliate) (Details) $ in Thousands | 1 Months Ended |
Feb. 28, 2018USD ($) | |
Hammock Landing Phase I | |
Schedule of Equity Method Investments [Line Items] | |
Amount Extended | $ 42,147 |
Hammock Landing Phase I | LIBOR | |
Schedule of Equity Method Investments [Line Items] | |
Stated Interest Rate | 2.00% |
Hammock Landing Phase II | |
Schedule of Equity Method Investments [Line Items] | |
Amount Extended | $ 16,277 |
Hammock Landing Phase II | LIBOR | |
Schedule of Equity Method Investments [Line Items] | |
Stated Interest Rate | 2.00% |
The Pavilion at Port Orange | |
Schedule of Equity Method Investments [Line Items] | |
Amount Extended | $ 56,948 |
The Pavilion at Port Orange | LIBOR | |
Schedule of Equity Method Investments [Line Items] | |
Stated Interest Rate | 2.00% |
Unconsolidated Affiliates and50
Unconsolidated Affiliates and Noncontrolling Interests (Noncontrolling Interests) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Operating Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interests | $ 86,723 | $ 86,773 |
Other consolidated subsidiaries | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interests | 8,084 | 9,701 |
Unconsolidated Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interests | $ 94,807 | $ 96,474 |
Unconsolidated Affiliates and51
Unconsolidated Affiliates and Noncontrolling Interests (Variable Interest Entities) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Ambassador Infrastructure, LLC | |
Noncontrolling Interest [Line Items] | |
Investment in Real Estate Joint Ventures and Partnerships | $ 0 |
Maximum Risk of Loss | $ 10,605 |
Percentage of debt guaranteed | 100.00% |
EastGate Storage, LLC | |
Noncontrolling Interest [Line Items] | |
Investment in Real Estate Joint Ventures and Partnerships | $ 1,121 |
Maximum Risk of Loss | 6,500 |
G&I VIII CBL Triangle LLC | |
Noncontrolling Interest [Line Items] | |
Investment in Real Estate Joint Ventures and Partnerships | 1,469 |
Maximum Risk of Loss | 1,469 |
Shoppes at Eagle Point, LLC | |
Noncontrolling Interest [Line Items] | |
Investment in Real Estate Joint Ventures and Partnerships | 15,866 |
Maximum Risk of Loss | $ 36,400 |
Mortgage and Other Indebtedne52
Mortgage and Other Indebtedness, Net (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 10, 2018debt_instrument | Mar. 31, 2018USD ($)loanextension_optioncredit_line | Dec. 31, 2017 | Jul. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 4.80% | 4.74% | ||
Principal maturities in 2018 | $ 608,552,000 | |||
Weighted-average maturity period | 4 years 1 month 5 days | 4 years 4 months 24 days | ||
Unsecured lines of credit | ||||
Debt Instrument [Line Items] | ||||
Number of unsecured term loans (loan, credit loan) | credit_line | 3 | |||
Loan agreement, basis spread on variable rate | 1.20% | |||
Annual facility fee | 0.25% | |||
Unsecured lines of credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Loan agreement, basis spread on variable rate | 0.875% | |||
Annual facility fee | 0.125% | |||
Unsecured lines of credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Loan agreement, basis spread on variable rate | 1.55% | |||
Annual facility fee | 0.30% | |||
Unsecured Term Loan 2 | ||||
Debt Instrument [Line Items] | ||||
Loan agreement, basis spread on variable rate | 1.35% | |||
Debt instrument, face amount | $ 350,000,000 | |||
Debt instrument, option extension term | 1 year | |||
Interest rate | 3.01% | |||
Principal maturities in 2018 | $ 350,000 | |||
Unsecured term loans | ||||
Debt Instrument [Line Items] | ||||
Loan agreement, basis spread on variable rate | 1.50% | |||
Debt instrument, face amount | $ 490,000,000 | |||
Debt instrument, option extension term | 1 year | |||
Interest rate | 3.16% | |||
Number of extension options available (extension option) | extension_option | 2 | |||
Principal maturities in 2018 | $ 190,000 | |||
Unsecured term loans | Forecast | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 300,000,000 | |||
Unsecured Term Loan 3 | ||||
Debt Instrument [Line Items] | ||||
Loan agreement, basis spread on variable rate | 1.65% | |||
Weighted-average interest rate | 3.31% | |||
Debt instrument, face amount | $ 45,000,000 | |||
Operating property loan | ||||
Debt Instrument [Line Items] | ||||
Principal maturities in 2018 | $ 34,026,000 | |||
Number of operating property loans (loan) | loan | 2 | |||
Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Number of unsecured term loans (loan, credit loan) | loan | 2 | |||
Principal maturities in 2018 | $ 540,000 | |||
Fixed Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 5.37% | 5.37% | ||
Variable Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 3.20% | 2.90% | ||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Number of unsecured term loans (loan, credit loan) | loan | 3 | |||
Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 625,000,000 | |||
Senior Notes Due 2026 | Fixed Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 5.95% | 5.95% | ||
Senior Notes Due 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 300,000,000 | |||
Senior Notes Due 2024 | Fixed Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 4.60% | 4.60% | ||
Unsecured lines of credit | Variable Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 2.86% | 2.56% | ||
Unsecured term loans | Variable Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 3.11% | 2.81% | ||
Non-recourse loans on operating properties | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, default minimum | $ 50,000,000 | |||
Non-recourse loans on operating properties | Fixed Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 5.32% | 5.33% | ||
Non-recourse loans on operating properties | Variable Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 3.68% | 3.37% | ||
Recourse loans on operating properties | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, default minimum | $ 150,000,000 | |||
Recourse loans on operating properties | Variable Rate Interest | ||||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate | 4.30% | 4.00% | ||
Principal amortization | ||||
Debt Instrument [Line Items] | ||||
Principal maturities in 2018 | $ 34,526,000 | |||
Subsequent Event | Operating property loan | ||||
Debt Instrument [Line Items] | ||||
Number of instruments extended | debt_instrument | 1 |
Mortgage and Other Indebtedne53
Mortgage and Other Indebtedness, Net (Schedule of Mortgage and Other Indebtedness) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Fixed-rate debt, Amount | $ 3,110,446 | $ 3,158,973 |
Variable-rate debt, Amount | 1,114,969 | 1,090,810 |
Total fixed-rate and variable-rate debt | $ 4,225,415 | $ 4,249,783 |
Weighted- Average Interest Rate | 4.80% | 4.74% |
Unamortized deferred financing costs | $ (17,730) | $ (18,938) |
Total mortgage and other indebtedness, net | $ 4,207,685 | $ 4,230,845 |
Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 5.37% | 5.37% |
Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 3.20% | 2.90% |
Non-recourse loans on operating properties | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt, Amount | $ 1,747,371 | $ 1,796,203 |
Variable-rate debt, Amount | $ 10,805 | $ 10,836 |
Non-recourse loans on operating properties | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 5.32% | 5.33% |
Non-recourse loans on operating properties | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 3.68% | 3.37% |
Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt, Amount | $ 447,086 | $ 446,976 |
Unamortized debt discount | $ 2,914 | $ 3,024 |
Senior Notes Due 2023 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 5.25% | 5.25% |
Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt, Amount | $ 299,947 | $ 299,946 |
Unamortized debt discount | $ 53 | $ 54 |
Senior Notes Due 2024 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 4.60% | 4.60% |
Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Fixed-rate debt, Amount | $ 616,042 | $ 615,848 |
Unamortized debt discount | $ 8,958 | $ 9,152 |
Senior Notes Due 2026 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 5.95% | 5.95% |
Recourse loans on operating properties | ||
Debt Instrument [Line Items] | ||
Variable-rate debt, Amount | $ 103,363 | $ 101,187 |
Recourse loans on operating properties | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 4.30% | 4.00% |
Unsecured lines of credit | ||
Debt Instrument [Line Items] | ||
Variable-rate debt, Amount | $ 115,801 | $ 93,787 |
Unsecured lines of credit | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 2.86% | 2.56% |
Unsecured term loans | ||
Debt Instrument [Line Items] | ||
Variable-rate debt, Amount | $ 885,000 | $ 885,000 |
Unsecured term loans | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted- Average Interest Rate | 3.11% | 2.81% |
Mortgage and Other Indebtedne54
Mortgage and Other Indebtedness, Net (Schedule of Senior Unsecured Notes) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 4.80% | 4.74% |
Minimum | ||
Debt Instrument [Line Items] | ||
Notice required to redeem debt, term | 30 days | |
Maximum | ||
Debt Instrument [Line Items] | ||
Notice required to redeem debt, term | 60 days | |
Interest Rate | ||
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 5.37% | 5.37% |
Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Amount | $ 450,000,000 | |
Senior Notes Due 2023 | Treasury Rate | ||
Debt Instrument [Line Items] | ||
Derivative, basis spread on variable rate | 0.40% | |
Senior Notes Due 2023 | Interest Rate | ||
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 5.25% | 5.25% |
Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Amount | $ 300,000,000 | |
Senior Notes Due 2024 | Treasury Rate | ||
Debt Instrument [Line Items] | ||
Derivative, basis spread on variable rate | 0.35% | |
Senior Notes Due 2024 | Interest Rate | ||
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 4.60% | 4.60% |
Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Amount | $ 625,000,000 | |
Senior Notes Due 2026 | Treasury Rate | ||
Debt Instrument [Line Items] | ||
Derivative, basis spread on variable rate | 0.50% | |
Senior Notes Due 2026 | Minimum | ||
Debt Instrument [Line Items] | ||
Secured debt to total assets | 40.00% | |
Senior Notes Due 2026 | Interest Rate | ||
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 5.95% | 5.95% |
Senior Notes Due 2023 and 2024 | Minimum | ||
Debt Instrument [Line Items] | ||
Secured debt to total assets | 40.00% | |
Senior Notes Due 2023 and 2024 | Maximum | ||
Debt Instrument [Line Items] | ||
Secured debt to total assets | 45.00% | |
Senior Notes Due 2023 and 2024 | Interest Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, increase in variable interest rate | 0.25% | |
Senior Notes Due 2023 and 2024 | Interest Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, increase in variable interest rate | 1.00% | |
Senior Unsecured Notes | Actual | ||
Debt Instrument [Line Items] | ||
Secured debt to total assets | 22.00% |
Mortgage and Other Indebtedne55
Mortgage and Other Indebtedness, Net (Schedule of Unsecured Lines of Credit) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total Outstanding | $ 1,114,969,000 | $ 1,090,810,000 |
Wells Fargo Bank | ||
Debt Instrument [Line Items] | ||
Line of credit, extension fee | 0.15% | |
Wells Fargo - Facility A | ||
Debt Instrument [Line Items] | ||
Total Capacity | $ 500,000,000 | |
Total Outstanding | 0 | |
First Tennessee | ||
Debt Instrument [Line Items] | ||
Total Capacity | 100,000,000 | |
Total Outstanding | $ 53,249,000 | |
First Tennessee | Wells Fargo Bank | ||
Debt Instrument [Line Items] | ||
Line of credit, extension fee | 0.20% | |
Wells Fargo - Facility B | ||
Debt Instrument [Line Items] | ||
Total Capacity | $ 500,000,000 | |
Total Outstanding | 62,552,000 | |
Unsecured lines of credit | ||
Debt Instrument [Line Items] | ||
Total Capacity | 1,100,000,000 | |
Total Outstanding | 115,801,000 | |
Wells Fargo Bank | Letter of Credit | ||
Debt Instrument [Line Items] | ||
Total Capacity | 30,000,000 | |
First Tennessee Bank | ||
Debt Instrument [Line Items] | ||
Total Capacity | $ 20,000,000 |
Mortgage and Other Indebtedne56
Mortgage and Other Indebtedness, Net (Summary of Compliance With Key Covenant Ratios of Credit Facilities and Term Loans) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Unsecured Term Loan 2 | |
Debt Instrument [Line Items] | |
Line of credit facility, remaining borrowing capacity | $ 697,778 |
Line of credit, current borrowing capacity | $ 581,977 |
Required | Unsecured Credit Facility and Term Loan | |
Debt Instrument [Line Items] | |
Debt to total asset value | 60.00% |
Total unencumbered assets to unsecured debt | 60.00% |
Unencumbered NOI to unsecured interest expense | 175.00% |
EBITDA to fixed charges (debt service) | 150.00% |
Actual | Unsecured Credit Facility and Term Loan | |
Debt Instrument [Line Items] | |
Debt to total asset value | 52.00% |
Total unencumbered assets to unsecured debt | 48.00% |
Unencumbered NOI to unsecured interest expense | 310.00% |
EBITDA to fixed charges (debt service) | 230.00% |
Mortgage and Other Indebtedne57
Mortgage and Other Indebtedness, Net (Summary of Compliance With Key Covenant Ratios of Notes) (Details) | Mar. 31, 2018 |
Minimum | Senior Notes Due 2023 and 2024 | |
Debt Instrument [Line Items] | |
Secured debt to total assets | 40.00% |
Minimum | Senior Notes Due 2026 | |
Debt Instrument [Line Items] | |
Secured debt to total assets | 40.00% |
Required | Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Debt to total asset value | 60.00% |
Secured debt to total assets | 45.00% |
Total unencumbered assets to unsecured debt | 150.00% |
Consolidated income available for debt service to annual debt service charge | 150.00% |
Actual | Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Debt to total asset value | 51.00% |
Secured debt to total assets | 22.00% |
Total unencumbered assets to unsecured debt | 211.00% |
Consolidated income available for debt service to annual debt service charge | 290.00% |
Mortgage and Other Indebtedne58
Mortgage and Other Indebtedness, Net (Summary of Repaid Loans) (Details) - Kirkwood Mall $ in Thousands | 1 Months Ended |
Jan. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 5.75% |
Principal Balance Repaid | $ 37,295 |
Mortgage and Other Indebtedne59
Mortgage and Other Indebtedness, Net (Scheduled Principal Payments) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of principal repayments [Abstract] | ||
2,018 | $ 608,552 | |
2,019 | 371,731 | |
2,020 | 569,621 | |
2,021 | 498,168 | |
2,022 | 431,331 | |
Thereafter | 1,635,794 | |
Mortgage and other indebtedness | 4,115,197 | |
Unamortized discounts | (11,925) | |
Unamortized deferred financing costs | (17,730) | $ (18,938) |
Total mortgage and other indebtedness, net | 4,207,685 | $ 4,230,845 |
Acadiana Mall | Mortgages | ||
Schedule of principal repayments [Abstract] | ||
Total mortgage and other indebtedness, net | $ 122,143 |
Mortgage and Other Notes Rece60
Mortgage and Other Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | ||
Mortgage and Other Notes Receivable [Line Items] | |||
Percentage of assignment of the partnership interest | 100.00% | ||
Balance | [1] | $ 8,677 | $ 8,945 |
Mortgages | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Balance | $ 5,333 | $ 5,418 | |
Mortgages | Columbia Place Outparcel | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 5.00% | 5.00% | |
Balance | $ 297 | $ 302 | |
Mortgages | One Park Place | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 5.00% | 5.00% | |
Balance | $ 942 | $ 1,010 | |
Mortgages | Village Square | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 4.00% | 4.00% | |
Balance | $ 1,583 | $ 1,596 | |
Mortgages | Other | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Balance | $ 2,511 | $ 2,510 | |
Mortgages | Other | Minimum | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 4.39% | 4.07% | |
Mortgages | Other | Maximum | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 9.50% | 9.50% | |
Mortgages | The Promenade at Dlberville | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Balance | $ 1,100 | ||
Other Notes Receivable | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Balance | $ 3,344 | $ 3,527 | |
Other Notes Receivable | ERMC | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 4.00% | 4.00% | |
Balance | $ 2,689 | $ 2,855 | |
Other Notes Receivable | Southwest Theaters | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate | 5.00% | 5.00% | |
Balance | $ 655 | $ 672 | |
[1] | As of March 31, 2018, includes $644,383 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $350,123 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 6. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 220,200 | $ 238,013 | ||
Property operating expenses | (67,853) | (70,349) | ||
Interest expense | (53,767) | (56,201) | ||
Other expense | (94) | 0 | ||
Gain on sales of real estate assets | 4,371 | 5,988 | ||
Segment profit (loss) | 102,857 | 117,451 | ||
Depreciation and amortization expense | (71,750) | (71,220) | ||
General and administrative expense | (18,304) | (16,082) | ||
Interest and other income | 213 | 1,404 | ||
Gain on extinguishment of debt | 0 | 4,055 | ||
Loss on impairment | (18,061) | (3,263) | ||
Income tax benefit | 645 | 800 | ||
Equity in earnings of unconsolidated affiliates | 3,739 | 5,373 | ||
Net loss | (661) | 38,518 | ||
Capital expenditures | 36,651 | 43,856 | ||
Total Assets | [1] | 5,702,570 | $ 5,704,808 | |
Malls | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 200,715 | 221,931 | ||
Property operating expenses | (63,829) | (66,530) | ||
Interest expense | (25,774) | (33,245) | ||
Other expense | (49) | |||
Gain on sales of real estate assets | 0 | 0 | ||
Segment profit (loss) | 111,063 | 122,156 | ||
Capital expenditures | 34,302 | 40,696 | ||
Total Assets | 5,148,195 | 5,152,789 | ||
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 19,485 | 16,082 | ||
Property operating expenses | (4,024) | (3,819) | ||
Interest expense | (27,993) | (22,956) | ||
Other expense | (45) | |||
Gain on sales of real estate assets | 4,371 | 5,988 | ||
Segment profit (loss) | (8,206) | (4,705) | ||
Capital expenditures | 2,349 | $ 3,160 | ||
Total Assets | $ 554,375 | $ 552,019 | ||
[1] | As of March 31, 2018, includes $644,383 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $350,123 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 6. |
Earnings per Share and Earnin62
Earnings per Share and Earnings per Unit (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from the computation of EPS (in shares) | 0 | 0 |
CBL & Associates Limited Partnership | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from the computation of EPS (in shares) | 0 | 0 |
Contingencies (Environmental Co
Contingencies (Environmental Contingencies) (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental liability insurance, maximum coverage per incident (up to) | $ 10,000,000 |
Environmental liability insurance, annual coverage limit (up to) | $ 50,000,000 |
Contingencies (Guarantees) (Det
Contingencies (Guarantees) (Details) | 3 Months Ended | |
Mar. 31, 2018USD ($)extension_option | Dec. 31, 2017USD ($) | |
Guarantor Obligations [Line Items] | ||
Obligation recorded to reflect guaranty | $ 841,000 | $ 841,000 |
Total amount outstanding on bonds | $ 15,787,000 | 16,998,000 |
West Melbourne I, LLC - Phase I | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 50.00% | |
Outstanding Balance | $ 42,097,000 | |
Percentage Guaranteed by the Operating Partnership | 20.00% | |
Maximum Guaranteed Amount | $ 8,419,000 | |
Obligation recorded to reflect guaranty | $ 86,000 | 86,000 |
West Melbourne I, LLC - Phase II | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 50.00% | |
Outstanding Balance | $ 16,257,000 | |
Percentage Guaranteed by the Operating Partnership | 20.00% | |
Maximum Guaranteed Amount | $ 3,251,000 | |
Obligation recorded to reflect guaranty | $ 33,000 | 33,000 |
Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 50.00% | |
Outstanding Balance | $ 56,878,000 | |
Percentage Guaranteed by the Operating Partnership | 20.00% | |
Maximum Guaranteed Amount | $ 11,376,000 | |
Obligation recorded to reflect guaranty | $ 116,000 | 116,000 |
Ambassador Infrastructure, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 65.00% | |
Outstanding Balance | $ 10,605,000 | |
Percentage Guaranteed by the Operating Partnership | 100.00% | |
Maximum Guaranteed Amount | $ 10,605,000 | |
Obligation recorded to reflect guaranty | $ 177,000 | 177,000 |
Shoppes at Eagle Point, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 50.00% | |
Outstanding Balance | $ 9,399,000 | |
Percentage Guaranteed by the Operating Partnership | 100.00% | |
Maximum Guaranteed Amount | $ 36,400,000 | |
Obligation recorded to reflect guaranty | $ 364,000 | 364,000 |
Guarantor obligations, guaranty reduction, percentage, once construction is complete | 35.00% | |
Number of extension options available (extension option) | extension_option | 1 | |
Debt instrument, option extension term | 2 years | |
EastGate Storage, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 50.00% | |
Outstanding Balance | $ 93,000 | |
Percentage Guaranteed by the Operating Partnership | 100.00% | |
Maximum Guaranteed Amount | $ 6,500,000 | |
Obligation recorded to reflect guaranty | $ 65,000 | $ 65,000 |
Guarantor obligations, guaranty reduction, percentage, once construction is complete | 50.00% | |
Guarantor obligations, guaranty reduction percentage, once certain debt and operational metrics are met | 25.00% | |
York Town Center, LP | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest | 50.00% | |
Maximum guaranteed amount of YTC's performance | $ 22,000,000 | |
Annual reductions to guarantors obligations | 800,000 | |
Guaranteed minimum exposure amount | 10,000,000 | |
Maximum guaranteed obligation | $ 13,200,000 | |
Reimburse Obligations | 50.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ / shares in Units, $ in Thousands | Feb. 12, 2018$ / sharesshares | Feb. 07, 2017$ / sharesshares | Feb. 10, 2016$ / shares | Mar. 31, 2018USD ($)installment$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized under plan (in shares) | 10,400,000 | |||||
Share-based compensation cost capitalized as part of real estate assets | $ | $ 122 | $ 129 | ||||
Weighted-Average Grant Date Fair Value | ||||||
Unrecognized compensation cost related to nonvested stock awards | $ | $ 7,152 | |||||
Compensation cost to be recognized over a weighted average period | 2 years 9 months 55 days | |||||
Number of shares authorized to be granted annually (in shares) | 200,000 | |||||
Chief Executive Officer | ||||||
Shares | ||||||
Granted (in shares) | 494,676 | 115,082 | ||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 3.13 | $ 5.62 | ||||
Officer | ||||||
Shares | ||||||
Granted (in shares) | 247,301 | 162,294 | ||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 1.63 | $ 7.74 | ||||
Vested each year for the first two anniversaries after conclusion of performance period | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Vesting percentage | 20.00% | |||||
Vested at conclusion of performance period | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Vesting percentage | 60.00% | |||||
Remaining percentage after performance period | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Vesting percentage | 40.00% | |||||
Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ | $ 1,767 | 1,430 | ||||
Shares | ||||||
Nonvested, beginning of period (in shares) | 642,359 | |||||
Granted (in shares) | 693,064 | |||||
Vested (in shares) | (408,834) | |||||
Forfeited (in shares) | (1,292) | |||||
Nonvested, end of period (in shares) | 925,297 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant date fair value, nonvested, beginning of period (in dollars per share) | $ / shares | $ 13.23 | |||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 4.55 | |||||
Weighted average grant date fair value, vested (in dollars per share) | $ / shares | 9.63 | |||||
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares | 11.02 | |||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 8.32 | |||||
Number of annual installment for awards to vest (installment) | installment | 4 | |||||
Restricted Stock Awards | Vested on date of grant | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Vesting percentage | 20.00% | |||||
Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ | $ 419 | $ 344 | ||||
Shares | ||||||
Nonvested, beginning of period (in shares) | 560,371 | |||||
Granted (in shares) | 741,977 | |||||
Nonvested, end of period (in shares) | 1,302,348 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant date fair value, nonvested, beginning of period (in dollars per share) | $ / shares | $ 5.91 | |||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 2.63 | |||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 4.76 | $ 6.86 | $ 4.98 | $ 4.04 | ||
Unrecognized compensation cost related to nonvested stock awards | $ | $ 3,694 | |||||
Compensation cost to be recognized over a weighted average period | 4 years | |||||
Performance period | 3 years | 3 years | ||||
Award vesting rights, total stockholder return to the national association of real estate investment trusts retail index, percentage | 66.67% | |||||
Award vesting rights, absolute total stockholder return metrics, percentage | 33.33% | |||||
Risk-free interest rate | 2.36% | 1.53% | 0.92% | |||
Expected share price volatility | 42.02% | 32.85% | 30.95% |
Noncash Investing and Financi66
Noncash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Significant Noncash Transactions [Line Items] | ||
Accrued dividends and distributions payable | $ 41,759 | $ 54,394 |
Additions to real estate assets accrued but not yet paid | 2,071 | 14,513 |
Conversion of Operating Partnership units for common stock | 3,059 | 0 |
Decrease in noncontrolling interest and joint venture interest | 2,231 | |
Outlet Shoppes at Atlanta - Ridgewalk | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | 0 | (28,218) |
Decrease in mortgage and other indebtedness | 0 | 31,953 |
Decrease in operating assets and liabilities | 0 | 320 |
Corporate Joint Venture | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | 0 | (9,131) |
Decrease in mortgage and other indebtedness | 0 | 2,466 |
Decrease in operating assets and liabilities | 0 | 1,287 |
Decrease in noncontrolling interest and joint venture interest | $ 0 | $ 2,231 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||
Long-term debt | $ 4,207,685 | $ 4,230,845 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Percentage Guaranteed by the Operating Partnership | 100.00% | ||
Stated Interest Rate | 6.98% | ||
Repayments of secured debt | $ 97,939 | ||
Outlet Shoppes at El Paso - Phase II | |||
Subsequent Event [Line Items] | |||
Long-term debt | 6,580 | ||
Construction Loans | LIBOR | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Loan agreement, basis spread on variable rate | 2.75% | ||
Loans Secured by Hammock Landing and The Pavilion at Port Orange | |||
Subsequent Event [Line Items] | |||
Long-term construction loan | $ 115,232 | ||
Non-recourse loans on operating properties | CBL TC LLC | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 155,000 | ||
Debt instrument, term | 10 years | ||
Stated Interest Rate | 4.839% | ||
Construction Loans | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Total Capacity | $ 5,987 |
Uncategorized Items - cbl-20180
Label | Element | Value | |
Escrow Deposit | us-gaap_EscrowDeposit | $ 40,182,000 | [1] |
Escrow Deposit | us-gaap_EscrowDeposit | 31,977,000 | [1] |
Restricted Cash | us-gaap_RestrictedCash | 5,659,000 | [1] |
Restricted Cash | us-gaap_RestrictedCash | 3,212,000 | [1] |
CBL And Associates Limited Partnership [Member] | |||
Escrow Deposit | us-gaap_EscrowDeposit | 40,182,000 | [2] |
Escrow Deposit | us-gaap_EscrowDeposit | 31,977,000 | [2] |
Restricted Cash | us-gaap_RestrictedCash | 5,659,000 | [2] |
Restricted Cash | us-gaap_RestrictedCash | $ 3,212,000 | [2] |
[1] | Included in intangible lease assets and other assets in the condensed consolidated balance sheets. | ||
[2] | Included in intangible lease assets and other assets in the condensed consolidated balance sheets. |