UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 3, 2016
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 1-12494 | | 62-1545718 |
Delaware | | 333-182515-01 | | 62-1542285 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421 |
(Address of principal executive office, including zip code) |
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423.855.0001 |
(Registrant's telephone number, including area code) |
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N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 Results of Operations and Financial Condition
On February 3, 2016, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2015. The Company's earnings release and supplemental financial and operating information for the fourth quarter ended December 31, 2015 is attached as Exhibit 99.1. On February 4, 2016, the Company held a conference call to discuss the results for the fourth quarter and year ended December 31, 2015. The conference call script is attached as Exhibit 99.2.
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
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(a) | Financial Statements of Businesses Acquired |
Not applicable
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(b) | Pro Forma Financial Information |
Not applicable
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(c) | Shell Company Transactions |
Not applicable
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Exhibit Number | | Description |
99.1 | | Earnings Release dated February 3, 2016 and Supplemental Financial and Operating Information - For the Three Months and Year Ended December 31, 2015 |
99.2 | | Investor Conference Call Script - Fourth Quarter and Year Ended December 31, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CBL & ASSOCIATES PROPERTIES, INC. |
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/s/ Farzana K. Mitchell |
Farzana K. Mitchell |
Executive Vice President - |
Chief Financial Officer and Treasurer |
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CBL & ASSOCIATES LIMITED PARTNERSHIP |
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By: CBL HOLDINGS I, INC., its general partner |
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/s/ Farzana K. Mitchell |
Farzana K. Mitchell |
Executive Vice President - |
Chief Financial Officer and Treasurer |
Date: February 4, 2016
Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three Months and Year Ended
December 31, 2015
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
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Earnings Release | | |
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Consolidated Statements of Operations | | |
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Reconciliations of Non-GAAP Financial Measures: | | |
Funds from Operations (FFO) | | |
Same-Center Net Operating Income (NOI) | | |
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Selected Financial and Equity Information | | |
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Consolidated Balance Sheets | | |
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Condensed Combined Financial Statements - Unconsolidated Affiliates | | |
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Ratio of EBITDA to Interest Expense and Reconciliation of EBITDA to Operating Cash Flows | | |
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Schedule of Mortgage and Other Indebtedness | | |
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Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios | | |
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Mall Portfolio Statistics | | |
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Leasing Activity and Average Annual Base Rents | | |
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Top 25 Tenants Based on Percentage of Total Annual Revenues | | |
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Capital Expenditures | | |
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Development Activity | | |
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Contact: Katie Reinsmidt, Senior Vice President - Investor Relations/Corporate Investments, 423.490.8301, katie_reinsmidt@cblproperties.com
CBL & ASSOCIATES PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL YEAR 2015
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• | Same-center NOI increased 2.0% and 0.7% for the fourth quarter and year ended December 31, 2015, respectively over the prior-year periods. |
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• | 2015 FFO per diluted share, as adjusted, grew 6.0% to $0.71 in the fourth quarter 2015 and 1.8% to $2.32 for 2015, compared with the prior-year periods. |
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• | Average gross rent per square foot increased 6.5% for stabilized mall leases signed in the fourth quarter 2015 and 9.2% for the full-year 2015 over the prior rate. |
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• | Total portfolio occupancy at December 31, 2015 increased 120 basis points from third quarter 2015 and declined 110 basis points from the prior year-end to 93.6%. |
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• | Same-center sales per square foot increased 3.9% for 2015 to $374 per square foot. |
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• | CBL completed more than $1.7 billion of financing activity in 2015 and completed more than $158 million in dispositions. |
CHATTANOOGA, Tenn. (February 3, 2016) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2015. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
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| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
Funds from Operations ("FFO") per diluted share | $ | 0.71 |
| | $ | 0.82 |
| | $ | 2.41 |
| | $ | 2.73 |
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FFO, as adjusted, per diluted share (1) | $ | 0.71 |
| | $ | 0.67 |
| | $ | 2.32 |
| | $ | 2.28 |
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(1) FFO, as adjusted, for the three months ended December 31, 2014 excludes a $7.0 million partial litigation settlement, net of related expenses, and a $23.8 million gain on extinguishment of debt, net of default interest expense, related to the conveyance of Columbia Place to the lender. FFO, as adjusted, for the year ended December 31, 2015 excludes a $16.6 million gain on investment related to the sale of marketable securities, a partial litigation settlement of $1.3 million, net of related expense and a $0.3 million gain on extinguishment of debt. FFO, as adjusted, for the year ended December 31, 2014 excludes an $83.2 million gain on extinguishment of debt, net of non-cash default interest expense, primarily related to the conveyance of Chapel Hill Mall and Columbia Place and the foreclosure of Citadel Mall. It also excludes a partial litigation settlement of $7.8 million, net of related expenses. |
"CBL's operating expertise and the strong positioning of our portfolio of market-dominant shopping centers was clearly demonstrated in 2015. Despite this year's many challenges, we generated solid FFO and NOI growth, healthy lease spreads, steady sales improvement and year-end portfolio occupancy of 93.6%," said Stephen Lebovitz, president and CEO of CBL & Associates Properties, Inc. "We are highly focused on our strategic objectives to transform into a higher-growth portfolio and
to continue to strengthen our balance sheet. In 2015, we used equity proceeds from the more than $150 million of dispositions executed to reduce leverage and invest in value-added development and redevelopment projects. Given the current economic and retail climate, we remain cautious but are confident that we are well-positioned to further advance our portfolio and balance sheet strategies this year."
Net loss attributable to common shareholders for the fourth quarter 2015 was $33.5 million, or $0.20 per diluted share, compared with net income of $65.3 million, or $0.38 per diluted share for the fourth quarter 2014.
Net income attributable to common shareholders for 2015 was $58.5 million, or $0.34 per diluted share, compared with net income of $174.3 million, or $1.02 per diluted share for 2014.
Net income for the fourth quarter and full-year 2015 included a $100.0 million loss on impairment of real estate related to the write-down of the book value of Chesterfield Mall in Chesterfield, MO to its estimated fair value.
Percentage change in same-center Net Operating Income ("NOI")(1):
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| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2015 |
Portfolio same-center NOI | 2.0% | | 0.7% |
Mall same-center NOI | 1.6% | | 0.2% |
(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents and net amortization of acquired above and below market leases. NOI is for real estate properties and excludes income of the Company's subsidiary that provides maintenance, janitorial and security services. |
MAJOR ITEMS IMPACTING SAME-CENTER NOI RESULTS FOR 2015
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▪ | Same-center revenues for 2015 grew $1.5 million as compared with 2014. Major items included: |
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* | a $0.3 million increase in minimum rents; |
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* | a $0.7 million increase in percentage rents due to sales increases throughout the year; |
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* | relatively flat other income as declines in specialty leasing income were offset by increases in branding income; and |
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* | a $0.6 million increase in tenant reimbursements and other revenue. |
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▪ | Same-center expenses for 2015 were $3.6 million lower in 2015 compared with the prior year. Major items included: |
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* | a $3.1 million decrease in maintenance and repair expenses primarily driven by lower janitorial and snow removal expenses; |
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* | a $4.3 million decline in operating expenses, primarily due to lower utility and central energy expenses, marketing and advertising expenses and security expenses compared with the prior year; and |
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* | an increase of $3.7 million in real estate tax expenses. |
PORTFOLIO OPERATIONAL RESULTS
Occupancy:
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| | As of December 31, |
| | 2015 | | 2014 |
Portfolio occupancy | | 93.6% | | 94.7% |
Mall portfolio | | 93.1% | | 94.9% |
Same-center stabilized malls | | 93.3% | | 94.9% |
Stabilized malls | | 93.3% | | 94.8% |
Non-stabilized malls (1) | | 91.3% | | 98.1% |
Associated centers | | 94.6% | | 93.7% |
Community centers | | 97.1% | | 97.4% |
(1) Includes Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of December 31, 2015. Includes The Outlet Shoppes at Oklahoma City, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of December 31, 2014. |
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
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| | % Change in Average Gross Rent Per Square Foot |
| | Three Months Ended December 31, | | Year Ended December 31, |
| | 2015 | | 2015 |
Stabilized Malls | | 6.5% | | 9.2% |
New leases | | 18.6% | | 26.3% |
Renewal leases | | 1.8% | | 3.7% |
Same-center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
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| Year Ended December 31, | |
| 2015 | | 2014 | % Change |
Stabilized mall same-center sales per square foot | $ | 374 |
| | $ | 360 |
| 3.9% |
FINANCING ACTIVITY
During 2015, CBL completed more than $1.7 billion in financing activity including:
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• | the multi-year extension and modification of its three major unsecured credit facilities totaling $1.1 billion, reducing the borrowing spread by 20 basis points to a rate of LIBOR plus 120 basis points, based upon CBL's current credit rating; |
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• | a new four-year (including extension options) $350 million term loan bearing interest at LIBOR plus 135 basis points, based upon CBL's current credit rating; and |
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• | $314.5 million of new secured non-recourse financings at a weighted average interest rate of 4.07%, representing a 178 basis point improvement compared with the interest rate borne by the maturing loans. |
Additionally, during 2015 CBL retired approximately $432 million of consolidated property-specific loans, adding more than $742 million of undepreciated book value to its unencumbered pool. Currently more than 45% of CBL's consolidated NOI is generated by high-quality unencumbered assets.
CBL and its prospective joint venture partner have agreed in principle with the lender to restructure the existing non-recourse $171.1 million loan secured by Triangle Town Center and Triangle Town Place in Raleigh, NC. Terms are being finalized with an anticipated closing date in the first quarter 2016. Concurrent with the closing of the new loan, CBL expects to enter into a new 10/90 joint venture with an institutional investor, with CBL responsible for leasing and management of the property.
CBL continues to negotiate a loan restructure with the lender of the existing $27.6 million non-recourse loan secured by Hickory Point Mall in Forsyth, IL. If a favorable restructure agreement is reached, the new non-recourse loan is expected to close during the second quarter 2016.
DISPOSITIONS
During 2015, CBL completed the disposition of one mall, five associated/community centers, interests in two Class-A apartment complexes and other non-core assets generating proceeds of more than $158 million.
Major dispositions announced in the fourth quarter 2015 include:
In November, CBL closed on the disposition of Waynesville Commons, a 128,000-square-foot community center located in Waynesville, NC, for $14.5 million to an affiliate of Yale Realty Services Corp. Additionally, CBL and its partner closed on the sale of a 340-unit Class A apartment complex in Austin, TX, located adjacent to a retail property previously developed and sold by CBL. CBL held a participatory ground lease position in the apartment complex and received $18.4 million in net proceeds.
In December, CBL completed the sale of Mayfaire Community Center for $56.3 million to Principal Real Estate Investors. Mayfaire Community Center is the 210,000-square-foot center located adjacent to CBL’s Mayfaire Towne Center in Wilmington, NC, which CBL acquired in June of 2015. CBL is providing leasing and management services for the new owners.
In December, CBL closed on the sale of Chapel Hill Crossing, an associated center in Akron, OH, for $2.3 million.
CBL and its 50/50 joint venture partner have entered into a binding agreement for the sale of 100% of Renaissance Center, the 363,000-square-foot community shopping center located in Durham, NC. Renaissance Center will be sold to an institutional investor for a gross purchase price of $129.2 million ($64.6 million at each partner’s share). The transaction is scheduled to close during the first quarter of 2016, subject to the assumption of a $16.0 million loan secured by the property’s second phase, defeasance of the $31.7 million loan secured by the property’s first phase and other customary closing conditions.
OUTLOOK AND GUIDANCE
The Company is providing 2016 FFO guidance in the range of $2.32 - $2.38 per share. CBL is assuming same-center NOI growth of 0.5% - 2% in 2016.
The guidance also assumes the following:
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• | $3.0 million to $5.0 million of outparcel sales; |
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• | 25-75 basis point increase in total portfolio occupancy as well as stabilized mall occupancy throughout 2016; |
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• | G&A expense of $58 million to $60 million; and |
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• | no unannounced capital markets or disposition activity. |
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| Low | | High |
Expected diluted earnings per common share | $ | 0.74 |
| | $ | 0.80 |
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Adjust to fully converted shares from common shares | (0.11 | ) | | (0.12 | ) |
Expected earnings per diluted, fully converted common share | 0.63 |
| | 0.68 |
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Add: depreciation and amortization | 1.58 |
| | 1.58 |
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Add: noncontrolling interest in earnings of Operating Partnership | 0.11 |
| | 0.12 |
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Expected FFO per diluted, fully converted common share | $ | 2.32 |
| | $ | 2.38 |
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INVESTOR CONFERENCE CALL AND WEBCAST
CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Thursday, February 4, 2016, to discuss its fourth quarter and full year results. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061 and enter the confirmation number 7812333. A replay of the conference call will be available through February 11, 2016, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number 10077140. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.
To receive the CBL & Associates Properties, Inc., fourth quarter and full year earnings release and supplemental information please visit the Investing section of our website at cblproperties.com or contact Investor Relations at 423-490-8312.
The Company will also provide an online webcast and rebroadcast of its 2015 fourth quarter and full year earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, February 4, 2016 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for three months.
ABOUT CBL & ASSOCIATES PROPERTIES, INC.
CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 146 properties, including 90 regional malls/open-air centers. The properties are located in 30 states and total 84.2 million square feet including 6.5 million square feet of non-owned shopping centers managed for third parties. Headquartered in Chattanooga, TN, CBL has regional offices in Boston (Waltham), MA, Dallas (Irving), TX, and St. Louis, MO. Additional information can be found at cblproperties.com
NON-GAAP FINANCIAL MEASURES
Funds From Operations
FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure. The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income attributable to the Company's common shareholders to FFO allocable to operating partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of its Operating Partnership. The Company then applies a percentage to FFO of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares outstanding for the period and the weighted average number of Operating Partnership units outstanding during the period.
FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
As described above, in 2015, the Company recognized a $16.6 million gain on investment related to the sale of marketable securities, a $0.3 million gain on extinguishment of debt and received income of $1.3 million, net of related expense, as a partial settlement of litigation. During 2014, the Company recognized an $83.2 million gain on the extinguishment of debt, net of non-cash default interest expense, in connection with the conveyance of Chapel Hill Mall and Columbia Place to the respective lenders and the foreclosure of Citadel Mall, and received income of $7.8 million, net of related expenses, as partial settlements of ongoing litigation. Considering the significance and nature of these items, the Company believes that it is important to identify their impact on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods.
Same-center Net Operating Income
NOI is a supplemental measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of its shopping center and other properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI also excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center and other properties. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release.
Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2015
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
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| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
REVENUES: | | | | | | | |
Minimum rents | $ | 178,378 |
|
| $ | 176,579 |
|
| $ | 684,309 |
|
| $ | 682,584 |
|
Percentage rents | 7,645 |
|
| 8,386 |
|
| 18,063 |
|
| 16,876 |
|
Other rents | 8,186 |
|
| 8,606 |
|
| 21,934 |
|
| 22,314 |
|
Tenant reimbursements | 73,461 |
|
| 76,239 |
|
| 288,279 |
|
| 290,561 |
|
Management, development and leasing fees | 2,758 |
|
| 3,810 |
|
| 10,953 |
|
| 12,986 |
|
Other | 7,202 |
|
| 10,229 |
|
| 31,480 |
|
| 35,418 |
|
Total revenues | 277,630 |
|
| 283,849 |
|
| 1,055,018 |
|
| 1,060,739 |
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
Property operating | 33,401 |
|
| 37,568 |
|
| 141,030 |
|
| 149,774 |
|
Depreciation and amortization | 77,519 |
|
| 79,093 |
|
| 299,069 |
|
| 291,273 |
|
Real estate taxes | 21,886 |
|
| 23,643 |
|
| 90,799 |
|
| 89,281 |
|
Maintenance and repairs | 12,413 |
|
| 13,451 |
|
| 51,516 |
|
| 54,842 |
|
General and administrative | 15,678 |
|
| 14,688 |
|
| 62,118 |
|
| 50,271 |
|
Loss on impairment | 102,280 |
|
| 105 |
|
| 105,945 |
|
| 17,858 |
|
Other | 5,766 |
|
| 10,966 |
|
| 26,957 |
|
| 32,297 |
|
Total operating expenses | 268,943 |
|
| 179,514 |
|
| 777,434 |
|
| 685,596 |
|
Income from operations | 8,687 |
|
| 104,335 |
|
| 277,584 |
|
| 375,143 |
|
Interest and other income | 225 |
|
| 10,586 |
|
| 6,467 |
|
| 14,121 |
|
Interest expense | (54,981 | ) |
| (59,827 | ) |
| (229,343 | ) |
| (239,824 | ) |
Gain on extinguishment of debt | — |
|
| 26,951 |
|
| 256 |
|
| 87,893 |
|
Gain on investment | — |
|
| — |
|
| 16,560 |
|
| — |
|
Equity in earnings of unconsolidated affiliates | 5,988 |
|
| 3,765 |
|
| 18,200 |
|
| 14,803 |
|
Income tax provision | (937 | ) |
| (233 | ) |
| (2,941 | ) |
| (4,499 | ) |
Income (loss) from continuing operations before gain on sales of real estate assets | (41,018 | ) |
| 85,577 |
|
| 86,783 |
|
| 247,637 |
|
Gain on sales of real estate assets | 14,065 |
| | 1,829 |
| | 32,232 |
| | 5,342 |
|
Income (loss) from continuing operations | (26,953 | ) | | 87,406 |
| | 119,015 |
| | 252,979 |
|
Operating income (loss) of discontinued operations | — |
|
| 258 |
|
| — |
|
| (222 | ) |
Gain on discontinued operations | — |
|
| 188 |
|
| — |
|
| 276 |
|
Net income (loss) | (26,953 | ) |
| 87,852 |
|
| 119,015 |
|
| 253,033 |
|
Net (income) loss attributable to noncontrolling interests in: |
|
|
|
|
|
|
|
Operating Partnership | 5,612 |
|
| (11,259 | ) |
| (10,171 | ) |
| (30,106 | ) |
Other consolidated subsidiaries | (916 | ) |
| (37 | ) |
| (5,473 | ) |
| (3,777 | ) |
Net income (loss) attributable to the Company | (22,257 | ) |
| 76,556 |
|
| 103,371 |
|
| 219,150 |
|
Preferred dividends | (11,223 | ) |
| (11,223 | ) |
| (44,892 | ) |
| (44,892 | ) |
Net income (loss) attributable to common shareholders | $ | (33,480 | ) |
| $ | 65,333 |
|
| $ | 58,479 |
|
| $ | 174,258 |
|
| | | | | | | |
Basic per share data attributable to common shareholders: |
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of preferred dividends | $ | (0.20 | ) |
| $ | 0.38 |
|
| $ | 0.34 |
|
| $ | 1.02 |
|
Discontinued operations | 0.00 |
|
| 0.00 |
|
| 0.00 |
|
| 0.00 |
|
Net income (loss) attributable to common shareholders | $ | (0.20 | ) |
| $ | 0.38 |
|
| $ | 0.34 |
|
| $ | 1.02 |
|
Weighted average common shares outstanding | 170,495 |
|
| 170,261 |
|
| 170,476 |
|
| 170,247 |
|
| | | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
Diluted per share data attributable to common shareholders: | | | | | | | |
Income (loss) from continuing operations, net of preferred dividends | $ | (0.20 | ) | | $ | 0.38 |
| | $ | 0.34 |
| | $ | 1.02 |
|
Discontinued operations | 0.00 |
| | 0.00 |
| | 0.00 |
| | 0.00 |
|
Net income (loss) attributable to common shareholders | $ | (0.20 | ) | | $ | 0.38 |
| | $ | 0.34 |
| | $ | 1.02 |
|
Weighted-average common and potential dilutive common shares outstanding | 170,495 |
| | 170,261 |
| | 170,499 |
| | 170,247 |
|
| | | | | | | |
Amounts attributable to common shareholders: |
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of preferred dividends | $ | (33,480 | ) |
| $ | 64,952 |
|
| $ | 58,479 |
|
| $ | 174,212 |
|
Discontinued operations | — |
|
| 381 |
|
| — |
|
| 46 |
|
Net income (loss) attributable to common shareholders | $ | (33,480 | ) |
| $ | 65,333 |
|
| $ | 58,479 |
|
| $ | 174,258 |
|
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2015
The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
Net income (loss) attributable to common shareholders | $ | (33,480 | ) |
| $ | 65,333 |
|
| $ | 58,479 |
|
| $ | 174,258 |
|
Noncontrolling interest in income (loss) of Operating Partnership | (5,612 | ) |
| 11,259 |
|
| 10,171 |
|
| 30,106 |
|
Depreciation and amortization expense of: |
|
|
|
|
|
|
|
Consolidated properties | 77,519 |
|
| 79,093 |
|
| 299,069 |
|
| 291,273 |
|
Unconsolidated affiliates | 9,122 |
|
| 11,152 |
|
| 40,476 |
|
| 41,806 |
|
Non-real estate assets | (799 | ) |
| (486 | ) |
| (3,083 | ) |
| (2,311 | ) |
Noncontrolling interests' share of depreciation and amortization | (2,109 | ) |
| (2,011 | ) |
| (9,045 | ) |
| (6,842 | ) |
Loss on impairment | 102,280 |
|
| — |
|
| 105,945 |
|
| 18,434 |
|
Gain on depreciable property, net of taxes | (5,899 | ) |
| — |
|
| (20,944 | ) |
| (937 | ) |
Gain on discontinued operations, net of taxes | — |
|
| (187 | ) |
| — |
|
| (273 | ) |
FFO allocable to Operating Partnership common unitholders | 141,022 |
|
| 164,153 |
|
| 481,068 |
|
| 545,514 |
|
Litigation settlements, net of related expenses (1) | — |
|
| (6,963 | ) |
| (1,329 | ) |
| (7,763 | ) |
Gain on investment | — |
|
| — |
|
| (16,560 | ) |
| — |
|
Non cash default interest expense | — |
| | 3,181 |
| | — |
| | 4,695 |
|
Gain on extinguishment of debt | — |
|
| (26,951 | ) |
| (256 | ) |
| (87,893 | ) |
FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 141,022 |
|
| $ | 133,420 |
|
| $ | 462,923 |
|
| $ | 454,553 |
|
| | | | | | | |
FFO per diluted share | $ | 0.71 |
|
| $ | 0.82 |
|
| $ | 2.41 |
|
| $ | 2.73 |
|
| | | | | | | |
FFO, as adjusted, per diluted share | $ | 0.71 |
|
| $ | 0.67 |
|
| $ | 2.32 |
|
| $ | 2.28 |
|
| | | | | | | |
Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 199,753 |
| | 199,543 |
| | 199,757 |
| | 199,660 |
|
| | | | | | | |
Reconciliation of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders: |
|
|
|
|
|
|
|
FFO of the Operating Partnership | $ | 141,022 |
|
| $ | 164,153 |
|
| $ | 481,068 |
|
| $ | 545,514 |
|
Percentage allocable to common shareholders (2) | 85.35 | % |
| 85.33 | % |
| 85.35 | % |
| 85.27 | % |
FFO allocable to common shareholders | $ | 120,362 |
|
| $ | 140,072 |
|
| $ | 410,592 |
|
| $ | 465,160 |
|
| | | | | | | |
FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 141,022 |
|
| $ | 133,420 |
|
| $ | 462,923 |
|
| $ | 454,553 |
|
Percentage allocable to common shareholders (2) | 85.35 | % |
| 85.33 | % |
| 85.35 | % |
| 85.27 | % |
FFO allocable to common shareholders, as adjusted | $ | 120,362 |
|
| $ | 113,847 |
|
| $ | 395,105 |
|
| $ | 387,597 |
|
| | | | | | | |
(1) Litigation settlement is included in Interest and Other Income in the Consolidated Statements of Operations. Litigation expense, including settlements paid, is included in General and Administrative expense in the Consolidated Statements of Operations.
(2) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 13. |
| | | | | | | |
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
SUPPLEMENTAL FFO INFORMATION: |
|
|
|
|
|
|
|
Lease termination fees | $ | 276 |
|
| $ | 1,413 |
|
| $ | 4,659 |
|
| $ | 3,808 |
|
Lease termination fees per share | $ | — |
|
| $ | 0.01 |
|
| $ | 0.02 |
|
| $ | 0.02 |
|
|
|
|
|
|
|
|
|
Straight-line rental income | $ | 1,232 |
|
| $ | (352 | ) |
| $ | 4,207 |
|
| $ | 2,132 |
|
Straight-line rental income per share | $ | 0.01 |
|
| $ | — |
|
| $ | 0.02 |
|
| $ | 0.01 |
|
|
|
|
|
|
|
|
|
Gains on outparcel sales | $ | 5,779 |
|
| $ | 2,774 |
|
| $ | 8,929 |
|
| $ | 5,235 |
|
Gains on outparcel sales per share | $ | 0.03 |
|
| $ | 0.01 |
|
| $ | 0.04 |
|
| $ | 0.03 |
|
|
|
|
|
|
|
|
|
Net amortization of acquired above- and below-market leases | $ | 1,316 |
|
| $ | 683 |
|
| $ | 3,197 |
|
| $ | 1,227 |
|
Net amortization of acquired above- and below-market leases per share | $ | 0.01 |
|
| $ | — |
|
| $ | 0.02 |
|
| $ | 0.01 |
|
|
|
|
|
|
|
|
|
Net amortization of debt premiums and discounts | $ | 404 |
|
| $ | 547 |
|
| $ | 1,841 |
|
| $ | 2,172 |
|
Net amortization of debt premiums and discounts per share | $ | — |
|
| $ | — |
|
| $ | 0.01 |
|
| $ | 0.01 |
|
|
|
|
|
|
|
|
|
Income tax provision | $ | (937 | ) |
| $ | (233 | ) |
| $ | (2,941 | ) |
| $ | (4,499 | ) |
Income tax provision per share | $ | — |
|
| $ | — |
|
| $ | (0.01 | ) |
| $ | 0.02 |
|
|
|
|
|
|
|
|
|
Abandoned projects expense | $ | (190 | ) |
| $ | (55 | ) |
| $ | (2,373 | ) |
| $ | (136 | ) |
Abandoned projects expense per share | $ | — |
|
| $ | — |
|
| $ | (0.01 | ) |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on extinguishment of debt | $ | — |
|
| $ | 26,951 |
|
| $ | 256 |
|
| $ | 87,893 |
|
Gain on extinguishment of debt per share | $ | — |
|
| $ | 0.14 |
|
| $ | — |
|
| $ | 0.44 |
|
| | | | | | | |
Non cash default interest expense | $ | — |
| | $ | (3,181 | ) | | $ | — |
| | $ | (4,695 | ) |
Non cash default interest expense per share | $ | — |
| | $ | (0.02 | ) | | $ | — |
| | $ | (0.02 | ) |
|
|
|
|
|
|
|
|
Gain on investment | $ | — |
|
| $ | — |
|
| $ | 16,560 |
|
| $ | — |
|
Gain on investment per share | $ | — |
|
| $ | — |
|
| $ | 0.08 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation settlements, net of related expenses | $ | — |
|
| $ | 6,963 |
|
| $ | 1,329 |
|
| $ | 7,763 |
|
Litigation settlements, net of related expenses per share | $ | — |
|
| $ | 0.03 |
|
| $ | 0.01 |
|
| $ | 0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest capitalized | $ | 1,027 |
|
| $ | 2,576 |
|
| $ | 4,168 |
|
| $ | 7,288 |
|
Interest capitalized per share | $ | 0.01 |
|
| $ | 0.01 |
|
| $ | 0.02 |
|
| $ | 0.04 |
|
|
| | | | | | | | |
| | As of December 31, |
| | 2015 | | 2014 |
Straight-line rent receivable |
| $ | 67,477 |
|
| $ | 63,731 |
|
| | | | |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2015
Same-center Net Operating Income
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| Year Ended December 31, |
| 2015 |
| 2014 |
| 2015 |
| 2014 |
Net income (loss) | $ | (26,953 | ) |
| $ | 87,852 |
|
| 119,015 |
|
| $ | 253,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 77,519 |
|
| 79,093 |
|
| 299,069 |
|
| 291,273 |
|
Depreciation and amortization from unconsolidated affiliates | 9,122 |
|
| 11,152 |
|
| 40,476 |
|
| 41,806 |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (2,109 | ) |
| (2,011 | ) |
| (9,045 | ) |
| (6,842 | ) |
Interest expense | 54,981 |
|
| 59,827 |
|
| 229,343 |
|
| 239,824 |
|
Interest expense from unconsolidated affiliates | 6,591 |
|
| 9,586 |
|
| 35,464 |
|
| 38,458 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,670 | ) |
| (1,620 | ) |
| (6,760 | ) |
| (5,613 | ) |
Abandoned projects expense | 190 |
|
| 55 |
|
| 2,373 |
|
| 136 |
|
Gain on sales of real estate assets | (14,109 | ) |
| (1,829 | ) |
| (32,276 | ) |
| (5,342 | ) |
Gain on sales of real estate assets of unconsolidated affiliates | (234 | ) |
| (289 | ) |
| (1,964 | ) |
| (987 | ) |
Gain on investment | — |
|
| — |
|
| (16,560 | ) |
| — |
|
Gain on extinguishment of debt | — |
|
| (26,951 | ) |
| (256 | ) |
| (87,893 | ) |
Loss on impairment | 102,280 |
|
| 105 |
|
| 105,945 |
|
| 17,858 |
|
Loss on impairment from discontinued operations | — |
|
| — |
|
| — |
|
| 681 |
|
Income tax provision | 937 |
|
| 233 |
|
| 2,941 |
|
| 4,499 |
|
Lease termination fees | (277 | ) |
| (1,413 | ) |
| (4,660 | ) |
| (3,808 | ) |
Straight-line rent and above- and below-market lease amortization | (2,547 | ) |
| (331 | ) |
| (7,403 | ) |
| (3,359 | ) |
Net income attributable to noncontrolling interest in other consolidated subsidiaries | (916 | ) |
| (37 | ) |
| (5,473 | ) |
| (3,777 | ) |
Gain on discontinued operations | — |
|
| (188 | ) |
| — |
|
| (276 | ) |
General and administrative expenses | 15,678 |
|
| 14,688 |
|
| 62,118 |
|
| 50,271 |
|
Management fees and non-property level revenues | (2,044 | ) |
| (16,137 | ) |
| (24,958 | ) |
| (36,386 | ) |
Operating Partnership's share of property NOI | 216,439 |
|
| 211,785 |
|
| 787,389 |
|
| 783,556 |
|
Non-comparable NOI | (14,404 | ) |
| (13,732 | ) |
| (51,994 | ) |
| (53,357 | ) |
Total same-center NOI (1) | $ | 202,035 |
|
| $ | 198,053 |
|
| $ | 735,395 |
|
| $ | 730,199 |
|
Total same-center NOI percentage change | 2.0 | % |
|
|
| 0.7 | % |
|
|
|
|
|
|
|
|
|
|
Malls | $ | 185,738 |
|
| $ | 182,898 |
|
| $ | 672,683 |
|
| $ | 671,410 |
|
Associated centers | 8,578 |
|
| 7,927 |
|
| 32,348 |
|
| 30,409 |
|
Community centers | 5,537 |
|
| 5,331 |
|
| 21,658 |
|
| 20,452 |
|
Offices and other | 2,182 |
|
| 1,897 |
|
| 8,706 |
|
| 7,928 |
|
Total same-center NOI (1) | $ | 202,035 |
|
| $ | 198,053 |
|
| $ | 735,395 |
|
| $ | 730,199 |
|
|
|
|
|
|
|
|
|
Percentage Change: |
|
|
|
|
|
|
|
Malls | 1.6 | % |
|
|
| 0.2 | % |
|
|
Associated centers | 8.2 | % |
|
|
| 6.4 | % |
|
|
Community centers | 3.9 | % |
|
|
| 5.9 | % |
|
|
Offices and other | 15.0 | % |
|
|
| 9.8 | % |
|
|
Total same-center NOI (1) | 2.0 | % |
|
|
| 0.7 | % |
|
|
| |
(1) | CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles. Same-center NOI is for real estate properties and does not include the results of operations of the Company's subsidiary that provides janitorial, security and maintenance services. We include a property in our same-center pool when we own all or a portion of the property as of December 31, 2015, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending December 31, 2015. New properties are excluded from same-center NOI, until they meet this criteria. The only properties excluded from the same-center pool that would otherwise meet this criteria are properties which are non-core, under major redevelopment, being considered for repositioning or where we intend to renegotiate the terms of the debt secured by the related property. |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2015 and 2014
Company's Share of Consolidated and Unconsolidated Debt |
| | | | | | | | | | | | | | | | | | | | |
|
| As of December 31, 2015 |
|
| Fixed Rate |
| Variable Rate |
| Total per Debt Schedule | | Unamortized Deferred Financing Costs | | Total |
Consolidated debt |
| $ | 3,485,308 |
| | $ | 1,241,379 |
|
| $ | 4,726,687 |
| | $ | (16,059 | ) | | $ | 4,710,628 |
|
Noncontrolling interests' share of consolidated debt |
| (111,754 | ) | | (6,981 | ) |
| (118,735 | ) | | 855 |
| | (117,880 | ) |
Company's share of unconsolidated affiliates' debt |
| 664,249 |
| | 134,970 |
|
| 799,219 |
| | (1,486 | ) | | 797,733 |
|
Company's share of consolidated and unconsolidated debt |
| $ | 4,037,803 |
|
| $ | 1,369,368 |
|
| $ | 5,407,171 |
| | $ | (16,690 | ) | | $ | 5,390,481 |
|
Weighted average interest rate |
| 5.41 | % | | 1.81 | % | | 4.50 | % | | | | |
|
| | | | | | | | | |
|
| As of December 31, 2014 |
|
| Fixed Rate |
| Variable Rate |
| Total per Debt Schedule | | Unamortized Deferred Financing Costs | | Total |
Consolidated debt |
| $ | 4,004,064 |
|
| $ | 696,396 |
|
| $ | 4,700,460 |
| | $ | (17,127 | ) | | $ | 4,683,333 |
|
Noncontrolling interests' share of consolidated debt |
| (115,390 | ) |
| (7,083 | ) |
| (122,473 | ) | | 759 |
| | (121,714 | ) |
Company's share of unconsolidated affiliates' debt |
| 671,526 |
|
| 96,776 |
|
| 768,302 |
| | (2,177 | ) | | 766,125 |
|
Company's share of consolidated and unconsolidated debt |
| $ | 4,560,200 |
|
| $ | 786,089 |
|
| $ | 5,346,289 |
| | $ | (18,545 | ) | | $ | 5,327,744 |
|
Weighted average interest rate |
| 5.45 | % |
| 1.75 | % |
| 4.91 | % | | | | |
Debt-To-Total-Market Capitalization Ratio as of December 31, 2015
(In thousands, except stock price)
|
| | | | | | | | | | | |
| | Shares Outstanding | | Stock Price (1) | | Value |
Common stock and Operating Partnership units |
| 199,748 |
|
| $ | 12.37 |
|
| $ | 2,470,883 |
|
7.375% Series D Cumulative Redeemable Preferred Stock |
| 1,815 |
|
| 250.00 |
|
| 453,750 |
|
6.625% Series E Cumulative Redeemable Preferred Stock |
| 690 |
|
| 250.00 |
|
| 172,500 |
|
Total market equity |
| | | |
| 3,097,133 |
|
Company's share of total debt, excluding unamortized deferred financing costs |
| | | |
| 5,407,171 |
|
Total market capitalization |
| | | |
| $ | 8,504,304 |
|
Debt-to-total-market capitalization ratio |
| | | |
| 63.6 | % |
| | | | | | |
(1) Stock price for common stock and operating partnership units equals the closing price of the common stock on December 31, 2015. The stock prices for the preferred stocks represent the liquidation preference of each respective series. |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2015 and 2014
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands) |
| | | | | | | | | | | | |
|
| Three Months Ended December 31, |
| Year Ended December 31, |
2015: |
| Basic |
| Diluted |
| Basic |
| Diluted |
Weighted average shares - EPS |
| 170,495 |
|
| 170,495 |
|
| 170,476 |
|
| 170,499 |
|
Weighted average Operating Partnership units |
| 29,258 |
|
| 29,258 |
|
| 29,258 |
|
| 29,258 |
|
Weighted average shares - FFO |
| 199,753 |
|
| 199,753 |
|
| 199,734 |
|
| 199,757 |
|
|
|
|
|
|
|
|
|
|
2014: |
|
|
|
|
|
|
|
|
Weighted average shares - EPS |
| 170,261 |
|
| 170,261 |
|
| 170,247 |
|
| 170,247 |
|
Weighted average Operating Partnership units |
| 29,282 |
|
| 29,282 |
|
| 29,413 |
|
| 29,413 |
|
Weighted average shares - FFO |
| 199,543 |
|
| 199,543 |
|
| 199,660 |
|
| 199,660 |
|
Dividend Payout Ratio |
| | | | | | | | | | | | | | | | |
|
| Three Months Ended December 31, |
| Year Ended December 31, |
|
| 2015 |
| 2014 |
| 2015 |
| 2014 |
Weighted average cash dividend per share |
| $ | 0.27279 |
|
| $ | 0.27280 |
|
| $ | 1.09116 |
|
| $ | 1.03218 |
|
FFO as adjusted, per diluted fully converted share |
| $ | 0.71 |
|
| $ | 0.67 |
|
| $ | 2.32 |
|
| $ | 2.28 |
|
Dividend payout ratio |
| 38.4 | % |
| 40.7 | % |
| 47.0 | % |
| 45.3 | % |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2015 and 2014
Consolidated Balance Sheets (Unaudited; in thousands, except share data) |
| | | | | | | |
| As of December 31, |
| 2015 |
| 2014 |
ASSETS |
|
|
|
Real estate assets: |
|
|
|
Land, buildings and improvements, net of accumulated depreciation | $ | 5,781,962 |
|
| $ | 5,829,209 |
|
Developments in progress | 75,991 |
|
| 117,966 |
|
Net investment in real estate assets | 5,857,953 |
|
| 5,947,175 |
|
Cash and cash equivalents | 36,892 |
|
| 37,938 |
|
Receivables: |
|
|
| |
|
Tenant, net of allowance for doubtful accounts of $1,923 and $2,368 in 2015 and 2014, respectively | 87,286 |
|
| 81,338 |
|
Other, net of allowance for doubtful accounts of $1,276 and $1,285 in 2015 and 2014, respectively | 17,958 |
|
| 22,577 |
|
Mortgage and other notes receivable | 18,238 |
|
| 19,811 |
|
Investments in unconsolidated affiliates | 276,383 |
|
| 281,449 |
|
Intangible lease assets and other assets (1) | 185,281 |
|
| 208,884 |
|
| $ | 6,479,991 |
|
| $ | 6,599,172 |
|
| | | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |
|
|
Mortgage and other indebtedness (1) | $ | 4,710,628 |
|
| $ | 4,683,333 |
|
Accounts payable and accrued liabilities | 344,434 |
|
| 328,352 |
|
Total liabilities | 5,055,062 |
|
| 5,011,685 |
|
Commitments and contingencies |
|
|
|
Redeemable noncontrolling interests | 25,330 |
|
| 37,559 |
|
Shareholders' equity: |
|
|
|
Preferred stock, $.01 par value, 15,000,000 shares authorized: |
|
|
|
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding | 18 |
|
| 18 |
|
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding | 7 |
|
| 7 |
|
Common stock, $.01 par value, 350,000,000 shares authorized, 170,490,948 and 170,260,273 issued and outstanding in 2015 and 2014, respectively | 1,705 |
|
| 1,703 |
|
Additional paid-in capital | 1,970,333 |
|
| 1,958,198 |
|
Accumulated other comprehensive income | 1,935 |
|
| 13,411 |
|
Dividends in excess of cumulative earnings | (689,028 | ) |
| (566,785 | ) |
Total shareholders' equity | 1,284,970 |
|
| 1,406,552 |
|
Noncontrolling interests | 114,629 |
|
| 143,376 |
|
Total equity | 1,399,599 |
|
| 1,549,928 |
|
| $ | 6,479,991 |
|
| $ | 6,599,172 |
|
(1) In accordance with the adoption in the fourth quarter of 2015 of accounting standards ASU 2015-03 and 2015-15, unamortized deferred financing costs, excluding those related to the Company's credit lines, were reclassified from Intangible Lease Assets and Other Assets to Mortgage and Other Indebtedness. These reclassifications consisted of $16,059 and $17,127 as of December 31, 2015 and 2014, respectively.
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2015 and 2014
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
|
| | | | | | | |
| As of December 31, |
| 2015 | | 2014 |
ASSETS: | | | |
Investment in real estate assets | $ | 2,357,902 |
| | $ | 2,266,252 |
|
Accumulated depreciation | (677,448 | ) | | (619,558 | ) |
| 1,680,454 |
| | 1,646,694 |
|
Developments in progress | 59,592 |
| | 75,877 |
|
Net investment in real estate assets | 1,740,046 |
| | 1,722,571 |
|
Other assets (1) | 168,540 |
| | 166,391 |
|
Total assets | $ | 1,908,586 |
| | $ | 1,888,962 |
|
| | | |
LIABILITIES: |
| |
|
Mortgage and other indebtedness (1) | $ | 1,546,272 |
| | $ | 1,508,663 |
|
Other liabilities | 51,357 |
| | 42,517 |
|
Total liabilities | 1,597,629 |
| | 1,551,180 |
|
|
| |
|
OWNERS' EQUITY: |
| |
|
The Company | 184,868 |
| | 198,261 |
|
Other investors | 126,089 |
| | 139,521 |
|
Total owners' equity | 310,957 |
| | 337,782 |
|
Total liabilities and owners’ equity | $ | 1,908,586 |
| | $ | 1,888,962 |
|
(1) In accordance with the adoption in the fourth quarter of 2015 of accounting standards ASU 2015-03 and 2015-15, unamortized deferred financing costs were reclassified from Other Assets to Mortgage and Other Indebtedness. These reclassifications consisted of $2,884 and $4,163 as of December 31, 2015 and 2014, respectively.
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
Total revenues | $ | 65,718 |
| | $ | 65,246 |
| | $ | 253,399 |
| | $ | 250,248 |
|
Depreciation and amortization | (20,435 | ) | | (21,266 | ) | | (79,870 | ) | | (79,059 | ) |
Other operating expenses | (20,183 | ) | | (19,761 | ) | | (75,875 | ) | | (73,218 | ) |
Income from operations | 25,100 |
| | 24,219 |
| | 97,654 |
| | 97,971 |
|
Interest income | 339 |
| | 343 |
| | 1,337 |
| | 1,358 |
|
Interest expense | (19,486 | ) | | (18,589 | ) | | (75,485 | ) | | (74,754 | ) |
Gain on sales of real estate assets | 407 |
| | 578 |
| | 2,551 |
| | 1,697 |
|
Net income | $ | 6,360 |
| | $ | 6,551 |
| | $ | 26,057 |
| | $ | 26,272 |
|
|
| | | | | | | | | | | | | | | |
| Company's Share for the Three Months Ended December 31, | | Company's Share for the Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
Total revenues | $ | 30,017 |
| | $ | 34,069 |
| | $ | 128,470 |
| | $ | 130,458 |
|
Depreciation and amortization | (9,122 | ) | | (11,152 | ) | | (40,476 | ) | | (41,806 | ) |
Other operating expenses | (8,809 | ) | | (10,117 | ) | | (37,320 | ) | | (37,415 | ) |
Income from operations | 12,086 |
| | 12,800 |
| | 50,674 |
| | 51,237 |
|
Interest income | 259 |
| | 262 |
| | 1,026 |
| | 1,037 |
|
Interest expense | (6,591 | ) | | (9,586 | ) | | (35,464 | ) | | (38,458 | ) |
Gain on sales of real estate assets | 234 |
| | 289 |
| | 1,964 |
| | 987 |
|
Net income | $ | 5,988 |
| | $ | 3,765 |
| | $ | 18,200 |
| | $ | 14,803 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2015
The Company presents the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest because the Company believes that the EBITDA to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt.
Ratio of EBITDA to Interest Expense
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
EBITDA: | | | | | | | |
Net income (loss) | $ | (26,953 | ) | | $ | 87,852 |
| | $ | 119,015 |
| | $ | 253,033 |
|
Adjustments: | | |
| |
| |
|
Depreciation and amortization | 77,519 |
| | 79,093 |
| | 299,069 |
| | 291,273 |
|
Depreciation and amortization from unconsolidated affiliates | 9,122 |
| | 11,152 |
| | 40,476 |
| | 41,806 |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (2,109 | ) | | (2,011 | ) | | (9,045 | ) | | (6,842 | ) |
Interest expense | 54,981 |
| | 59,827 |
| | 229,343 |
| | 239,824 |
|
Interest expense from unconsolidated affiliates | 6,591 |
| | 9,586 |
| | 35,464 |
| | 38,458 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,670 | ) | | (1,620 | ) | | (6,760 | ) | | (5,613 | ) |
Income and other taxes | 290 |
| | 298 |
| | 3,506 |
| | 6,195 |
|
Gain on extinguishment of debt | — |
| | (26,951 | ) | | (256 | ) | | (87,893 | ) |
Loss on impairment | 102,280 |
| | 105 |
| | 105,945 |
| | 17,858 |
|
Loss on impairment from discontinued operations | — |
| | — |
| | — |
| | 681 |
|
Abandoned projects | 190 |
| | 55 |
| | 2,373 |
| | 136 |
|
Gain on investment | — |
| | — |
| | (16,560 | ) | | — |
|
Net income attributable to noncontrolling interest in earnings of other consolidated subsidiaries | (916 | ) | | (37 | ) | | (5,473 | ) | | (3,777 | ) |
Gain on depreciable property | (4,691 | ) | | — |
| | (20,944 | ) | | (937 | ) |
Gain on discontinued operations, net of taxes | — |
| | (188 | ) | | — |
| | (276 | ) |
Company's share of total EBITDA | $ | 214,634 |
| | $ | 217,161 |
| | $ | 776,153 |
| | $ | 783,926 |
|
| | | | | | | |
Interest Expense: | | | | | | | |
Interest expense | $ | 54,981 |
| | $ | 59,827 |
| | $ | 229,343 |
| | $ | 239,824 |
|
Interest expense from unconsolidated affiliates | 6,591 |
| | 9,586 |
| | 35,464 |
| | 38,458 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,670 | ) | | (1,620 | ) | | (6,760 | ) | | (5,613 | ) |
Company's share of total interest expense | $ | 59,902 |
| | $ | 67,793 |
| | $ | 258,047 |
| | $ | 272,669 |
|
| | | | | | | |
Ratio of EBITDA to Interest Expense | 3.58 |
| | 3.20 |
| | 3.01 |
| | 2.88 |
|
|
| | | | | | | | | | | | | | | |
Reconciliation of EBITDA to Cash Flows Provided by Operating Activities | | | | | | | |
(In thousands) | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 | | 2014 | | 2015 | | 2014 |
Company's share of total EBITDA | $ | 214,634 |
| | $ | 217,161 |
| | $ | 776,153 |
| | $ | 783,926 |
|
Interest expense | (54,981 | ) | | (59,827 | ) | | (229,343 | ) | | (239,824 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 1,670 |
| | 1,620 |
| | 6,760 |
| | 5,613 |
|
Income and other taxes | (290 | ) | | (298 | ) | | (3,506 | ) | | (6,195 | ) |
Net amortization of deferred financing costs and debt premiums and discounts | (1,772 | ) | | (152 | ) | | 1,973 |
| | 4,405 |
|
Net amortization of intangible lease assets and liabilities | 2,100 |
| | (167 | ) | | 1,487 |
| | 368 |
|
Depreciation and interest expense from unconsolidated affiliates | (15,713 | ) | | (20,738 | ) | | (75,940 | ) | | (80,264 | ) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 2,109 |
| | 2,011 |
| | 9,045 |
| | 6,842 |
|
Noncontrolling interests in earnings of other consolidated subsidiaries | 916 |
| | 37 |
| | 5,473 |
| | 3,777 |
|
Gains on outparcel sales | (9,374 | ) | | (1,829 | ) | | (11,288 | ) | | (4,405 | ) |
Equity in earnings of unconsolidated affiliates | (5,988 | ) | | (3,765 | ) | | (18,200 | ) | | (14,803 | ) |
Distributions of earnings from unconsolidated affiliates | 5,398 |
| | 7,303 |
| | 21,095 |
| | 21,866 |
|
Share-based compensation expense | 895 |
| | 661 |
| | 5,218 |
| | 3,979 |
|
Provision for doubtful accounts | 591 |
| | (41 | ) | | 2,254 |
| | 2,643 |
|
Change in deferred tax assets | (93 | ) | | 88 |
| | (152 | ) | | 1,329 |
|
Changes in operating assets and liabilities | (4,969 | ) | | (3,337 | ) | | 3,986 |
| | (21,196 | ) |
Cash flows provided by operating activities | $ | 135,133 |
| | $ | 138,727 |
| | $ | 495,015 |
| | $ | 468,061 |
|
| | | | | | | |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2015
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands )
|
| | | | | | | | | | | | | | | |
Property | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| Fixed | | Variable |
Operating Properties: | | | | | | | | | |
Hickory Point Mall | Forsyth, IL | Dec-15 | | 5.85% | $ | 27,569 |
| (1) | $ | 27,569 |
| | $ | — |
|
CoolSprings Crossing | Nashville, TN | Apr-16 | | 4.54% | 11,443 |
| (2) | 11,443 |
| | — |
|
Gunbarrel Pointe | Chattanooga, TN | Apr-16 | | 4.64% | 10,197 |
| (3) | 10,197 |
| | — |
|
Stroud Mall | Stroudsburg, PA | Apr-16 | | 4.59% | 30,621 |
| (4) | 30,621 |
| | — |
|
York Galleria | York, PA | Apr-16 | | 4.55% | 48,891 |
| (5) | 48,891 |
| | — |
|
Statesboro Crossing | Statesboro, GA | Jun-16 | Jun-18 | 2.22% | 11,087 |
| | — |
| | 11,087 |
|
Greenbrier Mall | Chesapeake, VA | Aug-16 | | 5.91% | 72,171 |
| | 72,171 |
| | — |
|
Hamilton Place | Chattanooga, TN | Aug-16 | | 5.86% | 99,224 |
| | 99,224 |
| | — |
|
Midland Mall | Midland, MI | Aug-16 | | 6.10% | 32,418 |
| | 32,418 |
| | — |
|
Chesterfield Mall | Chesterfield, MO | Sep-16 | | 5.74% | 140,000 |
| | 140,000 |
| | — |
|
Dakota Square Mall | Minot, ND | Nov-16 | | 6.23% | 55,711 |
| | 55,711 |
| | — |
|
Southaven Towne Center | Southaven, MS | Jan-17 | | 5.50% | 39,066 |
| | 39,066 |
| | — |
|
Cary Towne Center | Cary, NC | Mar-17 | | 8.50% | 48,607 |
| | 48,607 |
| | — |
|
Acadiana Mall | Lafayette, LA | Apr-17 | | 5.67% | 129,037 |
| | 129,037 |
| | — |
|
Hamilton Corner | Chattanooga, TN | Apr-17 | | 5.67% | 14,621 |
| | 14,621 |
| | — |
|
Layton Hills Mall | Layton, UT | Apr-17 | | 5.66% | 92,215 |
| | 92,215 |
| | — |
|
The Plaza at Fayette Mall | Lexington, KY | Apr-17 | | 5.67% | 38,093 |
| | 38,093 |
| | — |
|
The Shoppes at St. Clair Square | Fairview Heights, IL | Apr-17 | | 5.67% | 19,306 |
| | 19,306 |
| | — |
|
The Outlet Shoppes at El Paso | El Paso, TX | Dec-17 | | 7.06% | 63,458 |
| | 63,458 |
| | — |
|
Kirkwood Mall | Bismarck, ND | Apr-18 | | 5.75% | 38,579 |
| | 38,579 |
| | — |
|
The Outlet Shoppes at El Paso - Phase II | El Paso, TX | Apr-18 | | 3.15% | 6,877 |
| | — |
| | 6,877 |
|
Hanes Mall | Winston-Salem, NC | Oct-18 | | 6.99% | 149,018 |
| | 149,018 |
| | — |
|
The Outlet Shoppes at Oklahoma City - Phase II | Oklahoma City, OK | Apr-19 | Apr-21 | 2.99% | 5,753 |
| | — |
| | 5,753 |
|
The Outlet Shoppes at Oklahoma City - Phase III | Oklahoma City, OK | Apr-19 | Apr-21 | 3.07% | 2,864 |
| | — |
| | 2,864 |
|
Honey Creek Mall | Terre Haute, IN | Jul-19 | | 8.00% | 27,884 |
| | 27,884 |
| | — |
|
Volusia Mall | Daytona Beach, FL | Jul-19 | | 8.00% | 47,967 |
| | 47,967 |
| | — |
|
The Outlet Shoppes at Atlanta - Parcel Development | Woodstock, GA | Dec-19 | | 2.82% | 1,784 |
| | — |
| | 1,784 |
|
The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Dec-19 | | 2.79% | 4,034 |
| | — |
| | 4,034 |
|
The Terrace | Chattanooga, TN | Jun-20 | | 7.25% | 13,381 |
| | 13,381 |
| | — |
|
Burnsville Center | Burnsville, MN | Jul-20 | | 6.00% | 73,828 |
| | 73,828 |
| | — |
|
The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Jul-20 | | 2.92% | 10,076 |
| | — |
| | 10,076 |
|
Parkway Place | Huntsville, AL | Jul-20 | | 6.50% | 37,644 |
| | 37,644 |
| | — |
|
Valley View Mall | Roanoke, VA | Jul-20 | | 6.50% | 58,259 |
| | 58,259 |
| | — |
|
Parkdale Mall & Crossing | Beaumont, TX | Mar-21 | | 5.85% | 85,808 |
| | 85,808 |
| | — |
|
EastGate Mall | Cincinnati, OH | Apr-21 | | 5.83% | 38,527 |
| | 38,527 |
| | — |
|
Hamilton Crossing & Expansion | Chattanooga, TN | Apr-21 | | 5.99% | 9,618 |
| | 9,618 |
| | — |
|
Park Plaza Mall | Little Rock, AR | Apr-21 | | 5.28% | 89,255 |
| | 89,255 |
| | — |
|
Wausau Center | Wausau, WI | Apr-21 | | 5.85% | 17,923 |
| | 17,923 |
| | — |
|
Fayette Mall | Lexington, KY | May-21 | | 5.42% | 166,837 |
| | 166,837 |
| | — |
|
Alamance Crossing - East | Burlington, NC | Jul-21 | | 5.83% | 47,928 |
| | 47,928 |
| | — |
|
Asheville Mall | Asheville, NC | Sep-21 | | 5.80% | 71,607 |
| | 71,607 |
| | — |
|
Cross Creek Mall | Fayetteville, NC | Jan-22 | | 4.54% | 127,081 |
| | 127,081 |
| | — |
|
The Outlet Shoppes at Oklahoma City | Oklahoma City, OK | Jan-22 | | 5.73% | 55,258 |
| | 55,258 |
| | — |
|
Northwoods Mall | North Charleston, SC | Apr-22 | | 5.08% | 69,036 |
| | 69,036 |
| | — |
|
Arbor Place | Atlanta (Douglasville), GA | May-22 | | 5.10% | 115,578 |
| | 115,578 |
| | — |
|
CBL Center | Chattanooga, TN | Jun-22 | | 5.00% | 19,844 |
| | 19,844 |
| | — |
|
Fashion Square | Saginaw, MI | Jun-22 | | 4.95% | 38,749 |
| | 38,749 |
| | — |
|
Jefferson Mall | Louisville, KY | Jun-22 | | 4.75% | 67,285 |
| | 67,285 |
| | — |
|
|
| | | | | | | | | | | | | | | |
Property | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| Fixed | | Variable |
Southpark Mall | Colonial Heights, VA | Jun-22 | | 4.85% | 63,389 |
| | 63,389 |
| | — |
|
WestGate Mall | Spartanburg, SC | Jul-22 | | 4.99% | 37,000 |
| | 37,000 |
| | — |
|
The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | | 4.90% | 77,428 |
| | 77,428 |
| | — |
|
The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | | 4.05% | 76,146 |
| | 76,146 |
| | — |
|
The Outlet Shoppes at Gettysburg | Gettysburg, PA | Oct-25 | | 4.80% | 38,450 |
| | 38,450 |
| | — |
|
| SUBTOTAL | | | | 2,774,430 |
| | 2,731,955 |
| | 42,475 |
|
Weighted-average interest rate | | | | | 5.65 | % | | 5.68 | % | | 2.73 | % |
| | | | | | | | | |
Debt Premiums (Discounts): (6) | | | | | 4,583 |
| | 4,583 |
| | — |
|
| | | | | | | | | |
Total Loans On Operating Properties And Debt Premiums (Discounts) | | | | 2,779,013 |
| | 2,736,538 |
| | 42,475 |
|
Weighted-average interest rate | | | | | 5.65 | % | | 5.68 | % | | 2.73 | % |
| | | | | | | | | |
Operating Partnership Debt: | | | | | | | | | |
Unsecured credit facilities: | | | | | | | | | |
$500,000 capacity | | Oct-19 | Oct-20 | 1.60% | — |
| | — |
| | — |
|
$100,000 capacity | | Oct-19 | Oct-20 | 1.44% | 6,700 |
| | — |
| | 6,700 |
|
$500,000 capacity | | Oct-20 |
| 1.54% | 392,204 |
| | — |
| | 392,204 |
|
| SUBTOTAL | | | | 398,904 |
| | — |
| | 398,904 |
|
| | | | | | | | | |
Unsecured term loans: | | | | | | | | | |
$350,000 Term Loan | | Oct-17 | Oct-19 | 1.69% | 350,000 |
| | — |
| | 350,000 |
|
$50,000 Term Loan | | Feb-18 | | 1.79% | 50,000 |
| | — |
| | 50,000 |
|
$400,000 Term Loan | | Jul-18 | | 1.92% | 400,000 |
| | — |
| | 400,000 |
|
| SUBTOTAL | | | | 800,000 |
| | — |
| | 800,000 |
|
Senior unsecured notes: | | | | | | | | | |
Senior unsecured 5.25% notes | | Dec-23 | | 5.25% | 450,000 |
| | 450,000 |
| | — |
|
Senior unsecured 5.25% notes (discount) | | Dec-23 | | 5.25% | (3,849 | ) | | (3,849 | ) | | — |
|
Senior unsecured 4.60% notes | | Oct-24 | | 4.60% | 300,000 |
| | 300,000 |
| | — |
|
Senior unsecured 4.60% notes (discount) | | Oct-24 | | 4.60% | (67 | ) | | (67 | ) | | — |
|
| SUBTOTAL | | | | 746,084 |
| | 746,084 |
| | — |
|
| | | | | | | | | |
Other: | | | | | | | | | |
Other subsidiary term loan | | May-17 | | 3.50% | 2,686 |
| | 2,686 |
| | — |
|
| | | | | | | | | |
Total Consolidated Debt | | | | | $ | 4,726,687 |
| (7) | $ | 3,485,308 |
| | $ | 1,241,379 |
|
Weighted-average interest rate | | | | | 4.54 | % | | 5.53 | % | | 1.76 | % |
| | | | | | | | | |
Plus CBL's Share Of Unconsolidated Affiliates' Debt: | | | | | | | | | |
Triangle Town Center | Raleigh, NC | Dec-15 | | 5.74% | $ | 85,546 |
| (1) | $ | 85,546 |
| | $ | — |
|
Hammock Landing - Phase I | West Melbourne, FL | Feb-16 | Nov-17 | 2.42% | 19,737 |
| | — |
| | 19,737 |
|
Hammock Landing - Phase II | West Melbourne, FL | Feb-16 | Nov-17 | 2.42% | 8,379 |
| | — |
| | 8,379 |
|
The Pavilion at Port Orange | Port Orange, FL | Feb-16 | Nov-17 | 2.42% | 29,410 |
| | — |
| | 29,410 |
|
Renaissance Center - Phase I | Durham, NC | Jul-16 | | 5.61% | 15,839 |
| | 15,839 |
| | — |
|
Fremaux Town Center - Phase I | Slidell, LA | Aug-16 | Aug-18 | 2.34% | 26,345 |
| | — |
| | 26,345 |
|
Fremaux Town Center - Phase II | Slidell, LA | Aug-16 | Aug-18 | 2.34% | 17,812 |
| | — |
| | 17,812 |
|
Governor's Square Mall | Clarksville, TN | Sep-16 | | 8.23% | 7,404 |
| | 7,404 |
| | — |
|
Kentucky Oaks Mall | Paducah, KY | Jan-17 | | 5.27% | 10,292 |
| | 10,292 |
| | — |
|
The Shops at Friendly Center | Greensboro, NC | Jan-17 | | 5.90% | 19,295 |
| | 19,295 |
| | — |
|
High Pointe Commons | Harrisburg, PA | May-17 | | 5.74% | 6,333 |
| | 6,333 |
| | — |
|
Gulf Coast Town Center - Phase I | Ft. Myers, FL | Jul-17 | | 5.60% | 95,400 |
| | 95,400 |
| | — |
|
Gulf Coast Town Center - Phase III | Ft. Myers, FL | Jul-17 | | 2.50% | 2,546 |
| | — |
| | 2,546 |
|
High Pointe Commons - Phase II | Harrisburg, PA | Jul-17 | | 6.10% | 2,535 |
| | 2,535 |
| | — |
|
Ambassador Town Center | Lafayette, LA | Dec-17 | Dec-19 | 2.06% | 21,418 |
| | — |
| | 21,418 |
|
Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Dec-17 | Dec-19 | 2.24% | 8,629 |
| | — |
| | 8,629 |
|
|
| | | | | | | | | | | | | | | |
Property | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| Fixed | | Variable |
CoolSprings Galleria | Nashville, TN | Jun-18 | | 6.98% | 51,688 |
| | 51,688 |
| | — |
|
York Town Center | York, PA | Feb-22 | | 4.90% | 17,385 |
| | 17,385 |
| | — |
|
York Town Center - Pier 1 | York, PA | Feb-22 | | 2.99% | 694 |
| | — |
| | 694 |
|
West County Center | St. Louis, MO | Dec-22 | | 3.40% | 95,000 |
| | 95,000 |
| | — |
|
Friendly Shopping Center | Greensboro, NC | Apr-23 | | 3.48% | 50,000 |
| | 50,000 |
| | — |
|
Renaissance Center - Phase II | Durham, NC | Apr-23 | | 3.49% | 8,000 |
| | 8,000 |
| | — |
|
Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | | 4.09% | 2,832 |
| | 2,832 |
| | — |
|
Coastal Grand | Myrtle Beach, SC | Aug-24 | | 4.09% | 58,700 |
| | 58,700 |
| | — |
|
Oak Park Mall | Overland Park, KS | Oct-25 | | 3.97% | 138,000 |
| | 138,000 |
| | — |
|
| SUBTOTAL | | | | 799,219 |
| (7) | 664,249 |
| | 134,970 |
|
| | | | | | | | | |
Less Noncontrolling Interests' Share Of Consolidated Debt: | Noncontrolling Interest % | | | | | | |
Statesboro Crossing | Statesboro, GA | 50% | 2.22% | (5,543 | ) | | — |
| | (5,543 | ) |
Hamilton Place | Chattanooga, TN | 10% | 5.86% | (9,922 | ) | | (9,922 | ) | | — |
|
Hamilton Corner | Chattanooga, TN | 10% | 5.67% | (1,462 | ) | | (1,462 | ) | | — |
|
Other subsidiary term loan | Chattanooga, TN | 50% | 3.50% | (1,343 | ) | | (1,343 | ) | | — |
|
The Outlet Shoppes at El Paso | El Paso, TX | 25% | 7.06% | (15,865 | ) | | (15,865 | ) | | — |
|
The Outlet Shoppes at Oklahoma City Phase II | Oklahoma City, OK | 25% | 2.99% | (1,438 | ) | | — |
| | (1,438 | ) |
The Terrace | Chattanooga, TN | 8% | 7.25% | (1,070 | ) | | (1,070 | ) | | — |
|
Hamilton Crossing & Expansion | Chattanooga, TN | 8% | 5.99% | (769 | ) | | (769 | ) | | — |
|
The Outlet Shoppes at Oklahoma City | Oklahoma City, OK | 25% | 5.73% | (13,815 | ) | | (13,815 | ) | | — |
|
CBL Center | Chattanooga, TN | 8% | 5.00% | (1,587 | ) | | (1,587 | ) | | — |
|
The Outlet Shoppes at Atlanta | Woodstock, GA | 25% | 4.90% | (19,357 | ) | | (19,357 | ) | | — |
|
The Outlet Shoppes of the Bluegrass | Simpsonville, KY | 35% | 4.05% | (26,651 | ) | | (26,651 | ) | | — |
|
The Outlet Shoppes at Gettysburg | Gettysburg, PA | 50% | 4.80% | (19,225 | ) | | (19,225 | ) | | — |
|
| | | | | (118,047 | ) | | (111,066 | ) | | (6,981 | ) |
Less Noncontrolling Interests' Share Of Debt Premiums: (6) | | | | | | | | |
The Outlet Shoppes at El Paso | El Paso, TX | 25% | 4.75% | (688 | ) | | (688 | ) | | — |
|
| | | | | | | | | |
| SUBTOTAL | | | | (118,735 | ) | (7) | (111,754 | ) | | (6,981 | ) |
| | | | | | | | | |
Company's Share Of Consolidated And Unconsolidated Debt | | | | $ | 5,407,171 |
| (7) | $ | 4,037,803 |
| | $ | 1,369,368 |
|
Weighted-average interest rate | | | | | 4.50 | % | | 5.41 | % | | 1.81 | % |
| | | | | | | | | |
Total Debt of Unconsolidated Affiliates: | | | | | | | | | |
Triangle Town Center | Raleigh, NC | Dec-15 | | 5.74% | $ | 171,092 |
| (1) | $ | 171,092 |
| | $ | — |
|
Hammock Landing Phase I | West Melbourne, FL | Feb-16 | Nov-17 | 2.42% | 39,475 |
| | — |
| | 39,475 |
|
Hammock Landing Phase II | West Melbourne, FL | Feb-16 | Nov-17 | 2.42% | 16,757 |
| | — |
| | 16,757 |
|
The Pavilion at Port Orange | Port Orange, FL | Feb-16 | Nov-17 | 2.42% | 58,820 |
| | — |
| | 58,820 |
|
Renaissance Center Phase I | Durham, NC | Jul-16 | | 5.61% | 31,678 |
| | 31,678 |
| | — |
|
Fremaux Town Center | Slidell, LA | Aug-16 | Aug-18 | 2.34% | 40,530 |
| | — |
| | 40,530 |
|
Fremaux Town Center Phase II | Slidell, LA | Aug-16 | Aug-18 | 2.34% | 27,404 |
| | — |
| | 27,404 |
|
Governor's Square Mall | Clarksville, TN | Sep-16 | | 8.23% | 15,587 |
| | 15,587 |
| | — |
|
Kentucky Oaks Mall | Paducah, KY | Jan-17 | | 5.27% | 20,583 |
| | 20,583 |
| | — |
|
The Shops at Friendly Center | Greensboro, NC | Jan-17 | | 5.90% | 38,591 |
| | 38,591 |
| | — |
|
High Pointe Commons | Harrisburg, PA | May-17 | | 5.74% | 12,665 |
| | 12,665 |
| | — |
|
Gulf Coast Town Center Phase I | Ft. Myers, FL | Jul-17 | | 5.60% | 190,800 |
| | 190,800 |
| | — |
|
Gulf Coast Town Center Phase III | Ft. Myers, FL | Jul-17 | | 2.50% | 5,092 |
| | — |
| | 5,092 |
|
High Pointe Commons Phase II | Harrisburg, PA | Jul-17 | | 6.10% | 5,070 |
| | 5,070 |
| | — |
|
Ambassador Town Center | Lafayette, LA | Dec-17 | Dec-19 | 2.06% | 21,418 |
| | — |
| | 21,418 |
|
Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Dec-17 | Dec-19 | 2.24% | 8,629 |
| | — |
| | 8,629 |
|
CoolSprings Galleria | Nashville, TN | Jun-18 | | 6.98% | 103,376 |
| | 103,376 |
| | — |
|
York Town Center | York, PA | Feb-22 | | 4.90% | 34,769 |
| | 34,769 |
| | — |
|
York Town Center - Pier 1 | York, PA | Feb-22 | | 2.99% | 1,388 |
| | — |
| | 1,388 |
|
West County Center | St. Louis, MO | Dec-22 | | 3.40% | 190,000 |
| | 190,000 |
| | — |
|
|
| | | | | | | | | | | | | | | |
Property | Location | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| Fixed | | Variable |
Friendly Shopping Center | Greensboro, NC | Apr-23 | | 3.48% | 100,000 |
| | 100,000 |
| | — |
|
Renaissance Center Phase II | Durham, NC | Apr-23 | | 3.49% | 16,000 |
| | 16,000 |
| | — |
|
Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | | 4.09% | 5,665 |
| | 5,665 |
| | — |
|
Coastal Grand | Myrtle Beach, SC | Aug-24 | | 4.09% | 117,401 |
| | 117,401 |
| | — |
|
Oak Park Mall | Overland Park, KS | Oct-25 | | 3.97% | 276,000 |
| | 276,000 |
| | — |
|
| | | | | $ | 1,548,790 |
| | $ | 1,329,277 |
| | $ | 219,513 |
|
Weighted-average interest rate | | | | | 4.43 | % | | 4.77 | % | | 2.36 | % |
|
| |
(1) | CBL is in active negotiations with the lender to restructure the terms of the loan, including the maturity date. |
(2) | The Company has an interest rate swap on a notional amount of $11,443, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
(3) | The Company has an interest rate swap on a notional amount of $10,197, amortizing to $10,083 over the term of the swap, related to Gunbarrel Point to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
(4) | The Company has an interest rate swap on a notional amount of $30,620, amortizing to $30,276 over the term of the swap, related to Stroud Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
(5) | The Company has an interest rate swap on a notional amount of $48,891, amortizing to $48,337 over the term of the swap, related to York Galleria to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016. |
(6) | The weighted average interest rates used for debt premiums (discounts) reflect the market interest rate in effect as of the assumption of the related debt. |
(7) | See page 12 for unamortized deferred financing costs. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2015
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands )
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
|
| | | | | | | | | | | | | | | | | | | | | | |
Year | | Consolidated Debt | | CBL's Share of Unconsolidated Affiliates' Debt | | Noncontrolling Interests' Share of Consolidated Debt | | CBL's Share of Consolidated and Unconsolidated Debt | | % of Total | | Weighted Average Interest Rate |
2016 | | $ | 528,245 |
| | $ | 108,789 |
| | $ | (9,922 | ) | | $ | 627,112 |
| | 11.60 | % | | 5.68 | % |
2017 | | 447,089 |
| | 193,927 |
| | (18,670 | ) | | 622,346 |
| | 11.51 | % | | 5.66 | % |
2018 | | 655,561 |
| | 95,845 |
| | (5,543 | ) | | 745,863 |
| | 13.79 | % | | 3.41 | % |
2019 | | 431,669 |
| | 30,047 |
| | — |
| | 461,716 |
| | 8.54 | % | | 2.77 | % |
2020 | | 592,092 |
| | — |
| | (1,070 | ) | | 591,022 |
| | 10.93 | % | | 3.05 | % |
2021 | | 536,120 |
| | — |
| | (2,207 | ) | | 533,913 |
| | 9.87 | % | | 5.57 | % |
2022 | | 593,220 |
| | 113,079 |
| | (15,402 | ) | | 690,897 |
| | 12.78 | % | | 4.72 | % |
2023 | | 527,428 |
| | 58,000 |
| | (19,357 | ) | | 566,071 |
| | 10.47 | % | | 5.03 | % |
2024 | | 376,146 |
| | 61,532 |
| | (26,651 | ) | | 411,027 |
| | 7.60 | % | | 4.46 | % |
2025 | | 38,450 |
| | 138,000 |
| | (19,225 | ) | | 157,225 |
| | 2.91 | % | | 4.07 | % |
Face Amount of Debt | | 4,726,020 |
| | 799,219 |
| | (118,047 | ) | | 5,407,192 |
| | 100.00 | % | | 4.50 | % |
Net Premiums on Debt | | 667 |
| | — |
| | (688 | ) | | (21 | ) | | — | % | | |
Total | | $ | 4,726,687 |
| | $ | 799,219 |
| | $ | (118,735 | ) | | $ | 5,407,171 |
| | 100.00 | % | | 4.50 | % |
Based on Original Maturity Dates:
|
| | | | | | | | | | | | | | | | | | | | | | |
Year | | Consolidated Debt | | CBL's Share of Unconsolidated Affiliates' Debt | | Noncontrolling Interests' Share of Consolidated Debt | | CBL's Share of Consolidated and Unconsolidated Debt | | % of Total | | Weighted Average Interest Rate |
2016 | | $ | 539,332 |
| | $ | 210,472 |
| | $ | (15,465 | ) | | $ | 734,339 |
| | 13.58 | % | | 5.20 | % |
2017 | | 797,089 |
| | 166,448 |
| | (18,670 | ) | | 944,867 |
| | 17.47 | % | | 4.28 | % |
2018 | | 644,474 |
| | 51,688 |
| | — |
| | 696,162 |
| | 12.87 | % | | 3.49 | % |
2019 | | 96,986 |
| | — |
| | (1,438 | ) | | 95,548 |
| | 1.77 | % | | 6.85 | % |
2020 | | 585,392 |
| | — |
| | (1,070 | ) | | 584,322 |
| | 10.81 | % | | 3.06 | % |
2021 | | 527,503 |
| | — |
| | (769 | ) | | 526,734 |
| | 9.74 | % | | 5.61 | % |
2022 | | 593,220 |
| | 113,079 |
| | (15,402 | ) | | 690,897 |
| | 12.78 | % | | 4.72 | % |
2023 | | 527,428 |
| | 58,000 |
| | (19,357 | ) | | 566,071 |
| | 10.47 | % | | 5.03 | % |
2024 | | 376,146 |
| | 61,532 |
| | (26,651 | ) | | 411,027 |
| | 7.60 | % | | 4.46 | % |
2025 | | 38,450 |
| | 138,000 |
| | (19,225 | ) | | 157,225 |
| | 2.91 | % | | 4.07 | % |
Face Amount of Debt | | 4,726,020 |
| | 799,219 |
| | (118,047 | ) | | 5,407,192 |
| | 100.00 | % | | 4.50 | % |
Net Premiums on Debt | | 667 |
| | — |
| | (688 | ) | | (21 | ) | | — | % | | |
Total | | $ | 4,726,687 |
| | $ | 799,219 |
| | $ | (118,735 | ) | | $ | 5,407,171 |
| | 100.00 | % | | 4.50 | % |
|
| | | | |
Unsecured Debt Covenant Compliance Ratios | | Required | | Actual |
Debt to total asset value | | <60% | | 51% |
Unencumbered asset value to unsecured indebtedness | | >1.60x | | 2.3x |
Unencumbered NOI to unsecured interest expense | | >1.75x | | 5.2x |
EBITDA to fixed charges (debt service) | | >1.50x | | 2.3x |
|
| | | | |
Senior Unsecured Notes Compliance Ratios | | Required | | Actual |
Total debt to total assets | | <60% | | 54% |
Secured debt to total assets | | <45% | | 31% |
Total unencumbered assets to unsecured debt | | >150% | | 220% |
Consolidated income available for debt service to annual debt service charge | | >1.5x | | 3.3x |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2015
Mall Portfolio Statistics
|
| | | | | | | | | | | | | | | | | | | | | | |
TIER 1 Sales > $375 per square foot | | | | | | | | | | | | |
Property | | Location | | Total GLA | | Sales Per Square Foot for the Year Ended (1) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/15 |
| | 12/31/15 |
| 12/31/14 |
| 12/31/15 |
| 12/31/14 | |
Acadiana Mall | | Lafayette, LA | | 991,309 |
| | | | | | | | | | |
Coastal Grand | | Myrtle Beach, SC | | 1,039,847 |
| | | | | | | | | | |
CoolSprings Galleria (2) | | Nashville, TN | | 1,141,685 |
| | | | | | | | | | |
Cross Creek Mall | | Fayetteville, NC | | 1,040,725 |
| | | | | | | | | | |
Dakota Square Mall | | Minot, ND | | 813,732 |
| | | | | | | | | | |
Fayette Mall | | Lexington, KY | | 1,190,985 |
| | | | | | | | | | |
Friendly Center and The Shops at Friendly | | Greensboro, NC | | 1,137,636 |
| | | | | | | | | | |
Governor's Square | | Clarksville, TN | | 735,070 |
| | | | | | | | | | |
Hamilton Place | | Chattanooga, TN | | 1,159,553 |
| | | | | | | | | | |
Hanes Mall | | Winston-Salem, NC | | 1,504,116 |
| | | | | | | | | | |
Harford Mall | | Bel Air, MD | | 505,483 |
| | | | | | | | | | |
Jefferson Mall | | Louisville, KY | | 904,967 |
| | | | | | | | | | |
Mall del Norte | | Laredo, TX | | 1,167,364 |
| | | | | | | | | | |
Mayfaire Town Center | | Wilmington, NC | | 571,791 |
| | | | | | | | | | |
Oak Park Mall | | Overland Park, KS | | 1,609,877 |
| | | | | | | | | | |
The Outlet Shoppes at Atlanta (3) | | Woodstock, GA | | 400,136 |
| | | | | | | | | | |
The Outlet Shoppes at El Paso | | El Paso, TX | | 433,046 |
| | | | | | | | | | |
The Outlet Shoppes of the Bluegrass (3) | | Simpsonville, KY | | 374,683 |
| | | | | | | | | | |
Park Plaza | | Little Rock, AR | | 540,166 |
| | | | | | | | | | |
Post Oak Mall | | College Station, TX | | 774,932 |
| | | | | | | | | | |
St. Clair Square | | Fairview Heights, IL | | 1,081,103 |
| | | | | | | | | | |
Sunrise Mall | | Brownsville, TX | | 801,392 |
| | | | | | | | | | |
Volusia Mall | | Daytona Beach, FL | | 1,100,069 |
| | | | | | | | | | |
West County Center | | Des Peres, MO | | 1,204,730 |
| | | | | | | | | | |
West Towne Mall | | Madison, WI | | 830,528 |
| | | | | | | | | | |
Total Tier 1 Malls | | | | 23,054,925 |
| | $ | 444 |
| | $ | 430 |
| | 95.1 | % | | 96.7 | % | | 41.1 | % |
|
| | | | | | | | | | | | | | | |
TIER 2 Sales of $300 to $375 per square foot | | | | | | | | | | | | |
Property | | Location | | Total GLA | | Sales Per Square Foot for the Year Ended (1) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/15 |
| | 12/31/15 | | 12/31/14 | | 12/31/15 | | 12/31/14 | |
Arbor Place | | Atlanta (Douglasville), GA | | 1,163,256 |
| | | | | | | | | | |
Asheville Mall | | Asheville, NC | | 974,465 |
| | | | | | | | | | |
Brookfield Square | | Brookfield, WI | | 1,008,297 |
| | | | | | | | | | |
Burnsville Center | | Burnsville, MN | | 1,046,207 |
| | | | | | | | | | |
CherryVale Mall | | Rockford, IL | | 850,253 |
| | | | | | | | | | |
East Towne Mall | | Madison, WI | | 787,809 |
| | | | | | | | | | |
EastGate Mall | | Cincinnati, OH | | 858,783 |
| | | | | | | | | | |
Eastland Mall | | Bloomington, IL | | 760,833 |
| | | | | | | | | | |
Frontier Mall | | Cheyenne, WY | | 524,239 |
| | | | | | | | | | |
Greenbrier Mall | | Chesapeake, VA | | 896,822 |
| | | | | | | | | | |
Honey Creek Mall | | Terre Haute, IN | | 677,322 |
| | | | | | | | | | |
Imperial Valley Mall | | El Centro, CA | | 826,094 |
| | | | | | | | | | |
Kirkwood Mall | | Bismarck, ND | | 848,102 |
| | | | | | | | | | |
Mall Portfolio Statistics (continued)
|
| | | | | | | | | | | | | | | | | | | | | | |
TIER 2 Sales of $300 to $375 per square foot | | | | | | | | | | | | |
Property | | Location | | Total GLA | | Sales Per Square Foot for the Year Ended (1) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/15 |
| | 12/31/15 | | 12/31/14 | | 12/31/15 | | 12/31/14 | |
Laurel Park Place | | Livonia, MI | | 492,222 |
| | | | | | | | | | |
Layton Hills Mall | | Layton, UT | | 597,648 |
| | | | | | | | | | |
Meridian Mall | | Lansing, MI | | 968,316 |
| | | | | | | | | | |
Mid Rivers Mall | | St. Peters, MO | | 1,087,246 |
| | | | | | | | | | |
Midland Mall | | Midland, MI | | 470,974 |
| | | | | | | | | | |
Northgate Mall | | Chattanooga, TN | | 789,169 |
| | | | | | | | | | |
Northpark Mall | | Joplin, MO | | 952,849 |
| | | | | | | | | | |
Northwoods Mall | | North Charleston, SC | | 772,737 |
| | | | | | | | | | |
Old Hickory Mall | | Jackson, TN | | 538,991 |
| | | | | | | | | | |
The Outlet Shoppes at Oklahoma City | | Oklahoma City, OK | | 394,246 |
| | | | | | | | | | |
Parkdale Mall | | Beaumont, TX | | 1,247,697 |
| | | | | | | | | | |
Parkway Place | | Huntsville, AL | | 648,260 |
| | | | | | | | | | |
Pearland Town Center | | Pearland, TX | | 646,993 |
| | | | | | | | | | |
Richland Mall | | Waco, TX | | 681,752 |
| | | | | | | | | | |
River Ridge Mall | | Lynchburg, VA | | 764,368 |
| | | | | | | | | | |
South County Center | | St. Louis, MO | | 1,043,621 |
| | | | | | | | | | |
Southaven Towne Center | | Southaven, MS | | 567,640 |
| | | | | | | | | | |
Southpark Mall | | Colonial Heights, VA | | 672,975 |
| | | | | | | | | | |
Turtle Creek Mall | | Hattiesburg, MS | | 846,104 |
| | | | | | | | | | |
Valley View Mall | | Roanoke, VA | | 844,515 |
| | | | | | | | | | |
WestGate Mall | | Spartanburg, SC | | 954,084 |
| | | | | | | | | | |
Westmoreland Mall | | Greensburg, PA | | 997,947 |
| | | | | | | | | | |
York Galleria | | York, PA | | 764,789 |
| | | | | | | | | | |
Total Tier 2 Malls | | | | 28,967,625 |
| | $ | 344 |
| | $ | 331 |
| | 93.2 | % | | 94.4 | % | | 44.4 | % |
|
| | | | | | | | | | | | | | | |
TIER 3 Sales < $300 per square foot | | | | | | | | | | | | |
Property | | Location | | Total GLA | | Sales Per Square Foot for the Year Ended (1) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/15 |
| | 12/31/15 | | 12/31/14 | | 12/31/15 | | 12/31/14 | |
Alamance Crossing | | Burlington, NC | | 881,693 |
| | | | | | | | | | |
Bonita Lakes Mall | | Meridian, MS | | 631,923 |
| | | | | | | | | | |
Cary Towne Center | | Cary, NC | | 912,138 |
| | | | | | | | | | |
College Square | | Morristown, TN | | 450,398 |
| | | | | | | | | | |
Fashion Square | | Saginaw, MI | | 748,337 |
| | | | | | | | | | |
Foothills Mall | | Maryville, TN | | 463,751 |
| | | | | | | | | | |
Fremaux Town Center (3) | | Slidell, LA | | 545,535 |
| | | | | | | | | | |
Hickory Point Mall | | Forsyth, IL | | 814,177 |
| | | | | | | | | | |
Janesville Mall | | Janesville, WI | | 600,710 |
| | | | | | | | | | |
Kentucky Oaks Mall | | Paducah, KY | | 1,055,970 |
| | | | | | | | | | |
The Lakes Mall | | Muskegon, MI | | 587,973 |
| | | | | | | | | | |
Monroeville Mall | | Pittsburgh, PA | | 1,077,530 |
| | | | | | | | | | |
The Outlet Shoppes at Gettysburg | | Gettysburg, PA | | 249,937 |
| | | | | | | | | | |
Randolph Mall | | Asheboro, NC | | 380,559 |
| | | | | | | | | | |
Regency Mall | | Racine, WI | | 789,368 |
| | | | | | | | | | |
Mall Portfolio Statistics (continued)
|
| | | | | | | | | | | | | | | | | | | | | | |
TIER 3 Sales < $300 per square foot | | | | | | | | | | | | |
Property | | Location | | Total GLA | | Sales Per Square Foot for the Year Ended (1) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/15 |
| | 12/31/15 | | 12/31/14 | | 12/31/15 | | 12/31/14 | |
Stroud Mall | | Stroudsburg, PA | | 398,258 |
| | | | | | | | | | |
Walnut Square | | Dalton, GA | | 495,970 |
| | | | | | | | | | |
Wausau Center (2) | | Wausau, WI | | 423,774 |
| | | | | | | | | | |
Total Tier 3 Malls | | | | 11,508,001 |
| | $ | 269 |
| | $ | 259 |
| | 88.1 | % | | 92.2 | % | | 11.3 | % |
| | | | | | | | | | | | | | |
Total Mall Portfolio | | | | 63,530,551 |
| | $ | 374 |
| | $ | 360 |
| | 93.1 | % | | 94.9 | % | | 96.8 | % |
|
| | | | | | | | | | | | | | | | |
Non-core/Lender Malls | | | | | | | | | | | | |
Property | | Location | | Total GLA | | Sales Per Square Foot for the Year Ended (1) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/15 |
| | 12/31/15 | | 12/31/14 | | 12/31/15 | | 12/31/14 | |
Chesterfield Mall | | Chesterfield, MO | | 1,294,083 |
| | | | | | | | | | |
Gulf Coast Town Center | | Ft. Myers, FL | | 1,233,437 |
| | | | | | | | | | |
Triangle Town Center | | Raleigh, NC | | 1,254,842 |
| | | | | | | | | | |
Total Non-core/Lender Malls | | | | 3,782,362 |
| | N/A | | N/A | | N/A | | N/A | | 3.2 | % |
|
| |
(1) | Represents same-store sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. |
(2) | Property was under redevelopment in 2015. Operational metrics have been excluded for Wausau Center, due to proposed significant repositioning. |
(3) | Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass are non-stabilized malls and are excluded from Sales Per Square Foot. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2015
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
|
| | | | | | | | | | | | | | | | | | | | | |
Property Type | | Square Feet | | Prior Gross Rent PSF | | New Initial Gross Rent PSF | | % Change Initial | | New Average Gross Rent PSF (2) | | % Change Average |
Quarter: | | | | | | | | | | | | |
All Property Types (1) | | 628,585 |
| | $ | 39.81 |
| | $ | 41.38 |
| | 3.9 | % | | $ | 42.44 |
| | 6.6 | % |
Stabilized malls | | 590,871 |
| | 40.74 |
| | 42.29 |
| | 3.8 | % | | 43.38 |
| | 6.5 | % |
New leases | | 163,777 |
| | 40.80 |
| | 45.88 |
| | 12.5 | % | | 48.40 |
| | 18.6 | % |
Renewal leases | | 427,094 |
| | 40.71 |
| | 40.91 |
| | 0.5 | % | | 41.46 |
| | 1.8 | % |
| | | | | | | | | | | | |
Year-to-Date: | | | | | | | | | | | | |
All Property Types (1) | | 2,130,964 |
| | $ | 41.91 |
| | $ | 44.37 |
| | 5.9 | % | | $ | 45.80 |
| | 9.3 | % |
Stabilized malls | | 1,956,959 |
| | 43.36 |
| | 45.84 |
| | 5.7 | % | | 47.33 |
| | 9.2 | % |
New leases | | 506,253 |
| | 40.71 |
| | 48.51 |
| | 19.2 | % | | 51.41 |
| | 26.3 | % |
Renewal leases | | 1,450,706 |
| | 44.29 |
| | 44.91 |
| | 1.4 | % | | 45.91 |
| | 3.7 | % |
|
| | | | | | | | | | | | | |
| | | | Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet: |
Total Leasing Activity: | | | |
| | | | | | | | |
| | Square Feet | | | | As of December 31, |
Quarter: | | | | | | 2015 |
| 2014 |
Operating portfolio: | | | | Same-center stabilized malls | | $ | 31.57 |
| | $ | 31.03 |
|
New leases | | 572,177 |
| | Stabilized malls | | 31.47 |
| | 31.17 |
|
Renewal leases | | 822,423 |
| | Non-stabilized malls (4) | | 25.69 |
| | 25.10 |
|
Development portfolio: | | | | Associated centers | | 13.95 |
| | 12.99 |
|
New leases | | 62,036 |
| | Community centers | | 16.15 |
| | 15.98 |
|
Total leased | | 1,456,636 |
| | Other | | 19.51 |
| | 19.27 |
|
| | | | | | | | |
Year-to-Date: | | | | | | | | |
Operating portfolio: | | | | | | | | |
New leases | | 1,728,843 |
| | | | | | |
Renewal leases | | 2,840,544 |
| | | | | | |
Development portfolio: | | | | | | | | |
New leases | | 372,063 |
| | | | | | |
Total leased | | 4,941,450 |
| | | | | | |
| | | | | | | | |
| |
(1) | Includes stabilized malls, associated centers, community centers and other. |
| |
(2) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. |
| |
(3) | Average annual base rents per square foot are based on contractual rents in effect as of December 31, 2015, including the impact of any rent concessions. Average base rents for associated centers and community centers include all leased space, regardless of size. |
| |
(4) | Includes Fremaux Town Center, The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Atlanta as of December 31, 2015 and The Outlet Shoppes of the Bluegrass, The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of December 31, 2014. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2015
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Year Ended December 31, 2015 Based on Commencement Date
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Leases | | Square Feet | | Term (in years) | | Initial Rent PSF | | Average Rent PSF | | Expiring Rent PSF | | Initial Rent Spread | | Average Rent Spread |
Commencement 2015: | | | | | | | | | | | | | | | | | | | | |
New | | 198 | | 544,560 |
| | 8.61 | | $ | 46.29 |
| | $ | 49.12 |
| | $ | 37.15 |
| | $ | 9.14 |
| | 24.6% | | $ | 11.97 |
| | 32.2% |
Renewal | | 593 | | 1,586,247 |
| | 3.90 | | 41.86 |
| | 42.91 |
| | 40.68 |
| | 1.18 |
| | 2.9% | | 2.23 |
| | 5.5% |
Commencement 2015 Total | | 791 | | 2,130,807 |
| | 5.08 | | 42.99 |
| | 44.50 |
| | 39.78 |
| | 3.21 |
| | 8.1% | | 4.72 |
| | 11.9% |
| | | | | | | | | | | | | | | | | | | | |
Commencement 2016: | | | | | | | | | | | | | | | | | | | | |
New | | 47 | | 156,416 |
| | 9.42 | | 50.06 |
| | 52.76 |
| | 44.06 |
| | 6.00 |
| | 13.6% | | 8.70 |
| | 19.7% |
Renewal | | 229 | | 624,564 |
| | 3.69 | | 41.79 |
| | 42.51 |
| | 40.93 |
| | 0.86 |
| | 2.1% | | 1.58 |
| | 3.9% |
Commencement 2016 Total | | 276 | | 780,980 |
| | 4.66 | | 43.45 |
| | 44.56 |
| | 41.56 |
| | 1.89 |
| | 4.5% | | 3.00 |
| | 7.2% |
| | | | | | | | | | | | | | | | | | | | |
Total 2015/2016 | | 1,067 | | 2,911,787 |
| | 4.97 | | $ | 43.11 |
| | $ | 44.52 |
| | $ | 40.26 |
| | $ | 2.85 |
| | 7.1% | | $ | 4.26 |
| | 10.6% |
| | | | | | | | | | | | | | | | | | | | |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2015
Top 25 Tenants Based On Percentage Of Total Annual Revenues
|
| | | | | | | | | | | | | |
| Tenant | | Number of Stores | | Square Feet | | Percentage of Total Annualized Revenues |
1 | L Brands, Inc (1) | | 162 |
| | | 860,953 |
| | | 3.44 | % | |
2 | Signet Jewelers Limited (2) | | 218 |
| | | 325,882 |
| | | 2.84 | % | |
3 | Ascena Retail Group, Inc. (3) | | 214 |
| | | 1,083,122 |
| | | 2.60 | % | |
4 | Foot Locker, Inc. | | 136 |
| | | 590,827 |
| | | 2.33 | % | |
5 | AE Outfitters Retail Company | | 80 |
| | | 493,051 |
| | | 1.99 | % | |
6 | Dick's Sporting Goods, Inc. (4) | | 28 |
| | | 1,524,370 |
| | | 1.69 | % | |
7 | Genesco Inc. (5) | | 192 |
| | | 306,878 |
| | | 1.69 | % | |
8 | The Gap, Inc. | | 69 |
| | | 764,807 |
| | | 1.69 | % | |
9 | Express Fashions | | 45 |
| | | 366,176 |
| | | 1.22 | % | |
10 | Abercrombie & Fitch, Co. | | 54 |
| | | 366,613 |
| | | 1.21 | % | |
11 | Luxottica Group, S.P.A. (6) | | 120 |
| | | 266,372 |
| | | 1.21 | % | |
12 | JC Penney Company, Inc. (7) | | 61 |
| | | 6,980,160 |
| | | 1.20 | % | |
13 | Forever 21 Retail, Inc. | | 25 |
| | | 466,386 |
| | | 1.17 | % | |
14 | Finish Line, Inc. | | 61 |
| | | 315,906 |
| | | 1.13 | % | |
15 | Charlotte Russe Holding, Inc. | | 55 |
| | | 353,959 |
| | | 1.08 | % | |
16 | The Buckle, Inc. | | 52 |
| | | 266,935 |
| | | 1.03 | % | |
17 | Best Buy Co., Inc. (8) | | 63 |
| | | 548,312 |
| | | 0.99 | % | |
18 | Aeropostale, Inc. | | 69 |
| | | 262,303 |
| | | 0.97 | % | |
19 | Claire's Stores, Inc. | | 112 |
| | | 140,054 |
| | | 0.82 | % | |
20 | New York & Company, Inc. | | 42 |
| | | 281,919 |
| | | 0.80 | % | |
21 | Shoe Show, Inc. | | 51 |
| | | 640,385 |
| | | 0.78 | % | |
22 | Barnes & Noble Inc. | | 20 |
| | | 604,028 |
| | | 0.77 | % | |
23 | The Children's Place Retail Stores, Inc. | | 61 |
| | | 265,624 |
| | | 0.77 | % | |
24 | Cinemark | | 10 |
| | | 524,772 |
| | | 0.75 | % | |
25 | H&M Hennes & Mauritz | | 27 |
| | | 552,089 |
| | | 0.74 | % | |
| | | 2,027 |
| | | 19,151,883 |
| | | 34.91 | % | |
| | | | | | | | | | |
(1) | L Brands, Inc operates Victoria's Secret, PINK and Bath & Body Works. |
(2) | Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zales, Peoples and Piercing Pagoda. |
(3) | Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant and Catherines. In September 2015, Ascena acquired Ann Inc. which operates Ann Taylor, LOFT, and Lou & Grey. |
(4) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream stores. |
(5) | Genesco Inc. operates Journey's, Underground by Journeys, Hat World, Lids, Hat Zone, and Cap Factory stores. |
(6) | Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision. |
(7) | JC Penney Co., Inc. owns 31 of these stores. The above chart includes one stores that was closed as of December 31, 2015 but where JC Penney remains obligated for rent under the terms of the respective lease. |
(8) | Best Buy Co., Inc. operates Best Buy and Best Buy Mobile. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2015
Capital Expenditures
(In thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2015 |
| 2014 | | 2015 | | 2014 |
Tenant allowances (1) | $ | 1,900 |
| | $ | 12,783 |
| | $ | 51,625 |
| | $ | 46,837 |
|
| | | | | | | |
Renovations (2) | 7,563 |
| | 11,844 |
| | 30,836 |
| | 27,285 |
|
| | | | | | | |
Deferred maintenance: (3) | | | | | | | |
Parking lot and parking lot lighting | 12,782 |
| | 8,148 |
| | 30,918 |
| | 31,411 |
|
Roof repairs and replacements | 2,829 |
| | 2,458 |
| | 5,483 |
| | 5,544 |
|
Other capital expenditures | 6,534 |
| | 5,114 |
| | 13,303 |
| | 11,352 |
|
Total deferred maintenance expenditures | 22,145 |
| | 15,720 |
| | 49,704 |
| | 48,307 |
|
| | | | | | | |
Total capital expenditures | $ | 31,608 |
| | $ | 40,347 |
| | $ | 132,165 |
| | $ | 122,429 |
|
| |
(1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. |
| |
(2) | Renovation capital expenditures for remodelings and upgrades to enhance our competitive position in the market area. A portion of these expenditures covering items such as new floor coverings, painting, lighting and new seating areas are also recovered through tenant billings. The costs of other items such as new entrances, new ceilings and skylights are not recovered from tenants. We estimate that 30% of our renovation expenditures are recoverable from our tenants over a ten to fifteen year period. |
| |
(3) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. |
Deferred Leasing Costs Capitalized
(In thousands)
|
| | | | | | | |
| 2015 | | 2014 |
Quarter ended: | | | |
March 31, | $ | 695 |
| | $ | 773 |
|
June 30, | 284 |
| | 807 |
|
September 30, | 806 |
| | 770 |
|
December 31, | 880 |
| | 913 |
|
| $ | 2,665 |
| | $ | 3,263 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2015
Properties Opened During the Year Ended December 31, 2015
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | CBL's Share of | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Total Cost (1) | | Cost to Date (2) | | Opening Date | | Initial Unleveraged Yield |
Community Center: | | | | | | | | | | | | | | |
Parkway Plaza | | Fort Oglethorpe, GA | | 100% | | 134,050 |
| | $ | 17,325 |
| | $ | 16,564 |
| | March-15 | | 9.0% |
| | | | | | | | | | | | | | |
Mall/Outlet Center Expansions: | | | | | | | | | | | | | | |
Fremaux Town Center - Phase II | | Slidell, LA | | 65% | | 281,032 |
| | 24,684 |
| | 21,848 |
| | October-15 | | 9.7% |
Mid Rivers Mall - Planet Fitness | | St Peters, MO | | 100% | | 13,068 |
| | 2,576 |
| | 2,586 |
| | May-15 | | 13.8% |
The Outlet Shoppes at Atlanta - Parcel Development | | Woodstock, GA | | 75% | | 9,600 |
| | 2,657 |
| | 2,897 |
| | May-15 | | 9.3% |
The Outlet Shoppes at Atlanta - Phase II | | Woodstock, GA | | 75% | | 32,944 |
| | 4,174 |
| | 2,484 |
| | Fall-15 | | 13.9% |
The Outlet Shoppes of the Bluegrass - Phase II | | Simpsonville, KY | | 65% | | 53,378 |
| | 7,671 |
| | 5,305 |
| | Fall-15 | | 11.0% |
Sunrise Mall - Dick's Sporting Goods | | Brownsville, TX | | 100% | | 50,000 |
| | 8,278 |
| | 5,722 |
| | October-15 | | 8.8% |
| | | | | | 440,022 |
| | 50,040 |
| | 40,842 |
| | | | |
| | | | | | | | | | | | | | |
Community Center Expansions: | | | | | | | | | | | | | | |
Hammock Landing - Academy Sports | | West Melbourne, FL | | 50% | | 63,092 |
| | 4,952 |
| | 3,361 |
| | March-15 | | 8.6% |
Statesboro Crossing - Phase II (ULTA) | | Statesboro, GA | | 50% | | 10,000 |
| | 1,246 |
| | 952 |
| | September-15 | | 8.1% |
| | | | | | 73,092 |
| | 6,198 |
| | 4,313 |
| | | | |
| | | | | | | | | | | | | | |
Total Properties Opened | | | | | | 647,164 |
| | $ | 73,563 |
| | $ | 61,719 |
| | | | |
Redevelopment Completed During the Year Ended December 31, 2015
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | CBL's Share of | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Total Cost (1) | | Cost to Date (2) | | Opening Date | | Initial Unleveraged Yield |
Mall Redevelopments: | | | | | | | | | | | | | | |
Brookfield Square - Sears Redevelopment (Blackfin Ameripub, Jason's Deli) | | Brookfield, WI | | 100% | | 21,814 |
| | $ | 7,700 |
| | $ | 6,102 |
| | Fall-15 | | 8.0% |
Hickory Point Mall - JCP Redevelopment (Hobby Lobby) | | Forsyth, IL | | 100% | | 60,000 |
| | 2,764 |
| | 2,224 |
| | July-15 | | 10.7% |
Janesville Mall - JCP Redevelopment (Dick's Sporting Goods/ULTA) | | Janesville, WI | | 100% | | 149,522 |
| | 11,091 |
| | 9,428 |
| | September-15 | | 8.4% |
Meridian Mall - Gordmans | | Lansing, MI | | 100% | | 50,000 |
| | 7,193 |
| | 6,043 |
| | July-15 | | 10.3% |
Northgate Mall - Streetscape/ULTA | | Chattanooga, TN | | 100% | | 50,852 |
| | 8,989 |
| | 6,746 |
| | September-15 | | 10.5% |
Regency Square - Sears (Dunham's Sports) | | Racine, WI | | 100% | | 89,119 |
| | 3,404 |
| | 2,851 |
| | Fall-15 | | 9.0% |
Total Redevelopment Completed | | | | | | 421,307 |
| | $ | 41,141 |
| | $ | 33,394 |
| | | | |
Properties Under Development at December 31, 2015
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | CBL's Share of | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Total Cost (1) | | Cost to Date (2) | | Expected Opening Date | | Initial Unleveraged Yield |
Community Center: | | | | | | | | | | | | | | |
Ambassador Town Center | | Lafayette, LA | | 65% | | 431,070 |
| | $ | 40,724 |
| | $ | 25,130 |
| | Spring-16 | | 8.8% |
| | | | | | | | | | | | | | |
Community Center Expansion: | | | | | | | | | | | | | | |
High Pointe Commons - Petco | | Harrisburg, PA | | 50% | | 12,885 |
| | 2,025 |
| | 47 |
| | Spring-16 | | 10.5% |
| | | | | | | | | | | | | | |
Mall Expansion: | | | | | | | | | | | | | | |
Kirkwood Mall-Self Development (Panera Bread, Verizon, Caribou Coffee) | | Bismarck, ND | | 100% | | 12,570 |
| | 3,702 |
| | 3,672 |
| | Fall-15/ Spring-16 | | 10.5% |
| | | | | | | | | | | | | | |
Mall Redevelopments: | | | | | | | | | | | | | | |
CoolSprings Galleria - Sears Redevelopment (American Girl, Cheesecake Factory) | | Nashville, TN | | 50% | | 182,163 |
| | 32,816 |
| | 22,701 |
| | May-15/Summer-16 | | 7.4% |
Northpark Mall - Dunham's Sports | | Joplin, MO | | 100% | | 80,524 |
| | 3,362 |
| | 713 |
| | Summer-16 | | 9.5% |
Oak Park Mall - Self Development | | Overland Park, KS | | 50% | | 6,735 |
| | 1,210 |
| | 429 |
| | Summer-16 | | 8.2% |
Randolph Mall - JCP Redevelopment (Ross/ULTA) | | Asheboro, NC | | 100% | | 33,796 |
| | 4,372 |
| | 2,252 |
| | Summer-16 | | 7.8% |
| | | | | | 303,218 |
| | 41,760 |
| | 26,095 |
| | | | |
| | | | | | | | | | | | | | |
Total Properties Under Development | | | | | | 759,743 |
| | $ | 88,211 |
| | $ | 54,944 |
| | | | |
|
| | | | | | | | | | | | |
Shadow Pipeline of Properties Under Development at December 31, 2015 | | |
(Dollars in thousands) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Estimated Total Cost (1) | | Expected Opening Date | | Initial Unleveraged Yield |
Mall Expansions: | | | | | | | | | | | | |
Dakota Square - Expansion | | Minot, ND | | 100% | | 24,000 - 26,000 | | $7,000 - $8,000 | | Fall-16 | | 7% - 8% |
Friendly Center - Shops | | Greensboro, NC | | 50% | | 12,000 - 13,000 | | 2,500 - 3,000 | | Fall-16 | | 8% - 9% |
Hamilton Place - Theatre | | Chattanooga, TN | | 100% | | 30,000 - 35,000 | | 5,000 - 6,000 | | Fall-16 | | 9% - 10% |
Mayfaire Town Center - Phase I | | Wilmington, NC | | 100% | | 65,000 - 70,000 | | 19,000 - 21,000 | | Fall-16 | | 8% - 9% |
| | | | | | 131,000 - 144,000 | | $33,500 - $38,000 | | | | |
| | | | | | | | | | | | |
Community Center Expansion: | | | | | | | | | | | | |
Hammock Landing - Expansion | | West Melbourne, FL | | 50% | | 23,000 - 26,000 | | $2,250 - $2,750 | | Fall-16 | | 10% - 11% |
| |
(1) | Total Cost is presented net of reimbursements to be received. |
| |
(2) | Cost to Date does not reflect reimbursements until they are received. |
Exhibit 99.2
CBL & ASSOCIATES PROPERTIES, INC.
CONFERENCE CALL, THIRD QUARTER
February 4, 2016 @ 11:00 AM ET
Katie:
Thank you and good morning. We appreciate your participation in the CBL & Associates Properties, Inc. conference call to discuss fourth quarter and full year results. Joining me today are Stephen Lebovitz, President and CEO and Farzana Mitchell, Executive Vice President and CFO. I’ll begin by reading our safe harbor disclosure and then will turn it over to Stephen for his remarks.
This conference call contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties. Future events and actual results, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. We direct you to the Company’s various filings with the Securities and Exchange Commission including, without limitation, the Company’s most recent Annual Report on Form 10-K. During our discussion today, references made to per share amounts are based upon a fully diluted converted share basis.
During this call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each non-GAAP financial measure to the comparable GAAP financial measure will be included in today’s earnings release that is furnished on Form 8-K along with a transcript of today’s comments and additional supplemental schedules. This call will also be available for replay on the Internet through a link on our website at cblproperties.com.
Stephen:
Thank you, Katie and good morning everyone.
CBL’s year-end 2015 results clearly demonstrate the ongoing strength of our company and our portfolio. I am proud of our organization for what we accomplished. As a result of hard work and dedication, we overcame significant obstacles and ended the year with solid results.
We are in the process of transforming CBL by transforming our portfolio and our properties. Contrary to what many analysts have written, we have not abandoned our plans to dispose of slower growth properties. In fact, we are just as committed to this plan as when we made our announcement in April 2014. While the investment community likes to simplify malls as letter grades to determine viability, the reality is that our shopping centers are more than just places to shop. We are in the real estate business, not the retailing business. Our properties are the suburban town centers for their communities with market dominant franchise locations. And we have tremendous opportunities to create significant value through redevelopments, expansions and densification.
We ended 2015 with strong results generating same-center NOI growth of 2% for the fourth quarter bringing full year growth to 70 basis points. We showcased our operating expertise by overcoming the more than $15 million impact from the major retail bankruptcies we saw in Q1 and re-leasing more than 70% of these locations.
We also significantly narrowed the occupancy impact of these bankruptcies. We started the year with a decline of 320 basis points in the first quarter. We ended the year with mall occupancy of 93.3%, representing a 160 basis points decline from last year and a 170 basis points increase from third quarter. Overall portfolio occupancy ended 2015 at 93.6%, a decrease of 110 basis points compared to 2014 and a 120 basis point increase from third quarter.
We executed more than 590,000 square feet of leases in the malls during the fourth quarter and achieved leasing spreads of approximately 7%. New lease spreads remained strong at 19% with renewal spreads at 2%.
You’ll note in our supplemental the updated Tier allocation. As a result of sales growth and dispositions, our Tier 3 assets now represent just 11.5% of NOI, a significant reduction from 19.1% in 2014. Five properties were elevated to Tier 1, which now represents over 41% of our NOI compared with 34% in 2014.
For the full year, our sales increased 4% to $374 per square foot although we did see deceleration during the fourth quarter. Categories performing well include beauty and cosmetics as well as intimate apparel, jewelry, home furnishings and most children’s retailers. Certain juniors and ladies stores reported declines.
Weak results in the fourth quarter by department stores, especially Macy’s, created major negative headlines for our business. However, as we have said before, we view the redevelopment of department store spaces as a major opportunity for us to upgrade our properties. Furthermore, we believe concern over department store closings is overblown. Only one CBL mall was impacted by Macy’s 40 store closures, which we anticipated and have a redevelopment plan in process. JC Penney announced a handful of closures, none of which are in our malls. We did proactively terminate one lease for a redevelopment, which Katie will highlight.
Year-to-date, bankruptcy activity has been minimal and we are in close contact with retailers on our watch list to monitor their plans. While a few specialty retailers such as GAP and Finish Line have announced store closings over time, these are occurring mostly at lease expiration. We are improving the credit quality of our retailer mix, reducing exposure to weaker tenants. Compared to 2010, we have 42 fewer Abercrombie & Fitch stores, 18 less GAPs and 24 fewer PacSuns. On the anchor side, we have reduced our store count with Sears by 17 and JC Penney by 13. Conversely, over the past five years, we have increased our leasing with in-demand retailers adding 23 H&M stores, seven Dick’s Sporting Goods, 14 ULTA cosmetics and five new TJMaxx/Marshalls leases.
And we are developing new relationships and leasing our centers with changing consumer preference in mind. Later this year, we’ll open our first West Elm at Friendly Center in Greensboro where we added Lululemon last year. We’re adding more theaters, restaurants, fitness centers and other services that invite customers to not just walk in the doors but to stay for the experience. Operators like King’s Bowling and
Entertainment, Cheesecake Factory, American Girl and Dave & Busters are changing the landscape of traditional shopping centers. We are also looking to densify our properties with apartments, office space, medical uses and hotels, providing an embedded customer population. In 2015, we partnered with a multi-family developer to build two Class-A apartment projects and we are exploring similar opportunities within our portfolio. We are innovating by introducing new technologies that assist retailers’ omni-channel strategies and revolutionize our marketing to customers.
Dispositions have been and continue to be a major priority. While the financing environment has resulted in slow progress on the mall front, we are showing excellent results in community center dispositions. In 2015 we announced more than $220 million in sales from non-core and community centers, generating more than $180 million of net equity. The sale of Mayfaire Community Center was achieved at a lower cap rate than the acquisition five months prior, improving the yield on the adjoining Mayfaire Town Center. In addition, we are leasing and managing the property for the new owners, allowing us to earn fees and enjoy the synergies between the two properties. Cap rates on our community center dispositions have generally been 5% - 6%, representing a very attractive source of capital.
Equity raised through these dispositions allows us to strengthen our balance sheet by deleveraging and over the near term, we will continue to apply the majority of the equity we raise to reduce leverage. While we currently have a share repurchase authorization in place, given the volatility in the debt markets we believe it is important for us to prioritize enhancing our liquidity and financial flexibility before considering share repurchases.
We are maintaining strict disciplines on our capital allocation and monitoring our liquidity. We had over $700 million available on our lines of credit at year-end and have multiple sources of financing available at both the property and corporate level. We are making careful investment decisions for the long-term, mindful of the future growth of our company to make sure that our assets and our organization stay ahead of the retail evolution. With our dividend payout ratio of less than 50% of FFO, our portfolio generates more than $200 million in free cash flow to fund these portfolio improvements without borrowing. Our dividend, which yields more than 9% at today’s low stock price, generally tracks taxable income.
I will now turn the call back over to Katie.
Katie:
Thank you, Stephen.
We are upgrading our properties with exciting new stores and restaurants. In 2015 alone, we added more than two dozen boxes and junior anchors. We opened ten H&M stores, including five in the fourth quarter and have ten more on tap for 2016. We also opened two Dick’s Sporting Goods, four ULTAs, a Dunham’s Sporting Goods, an Academy Sports and a Hobby Lobby just to name a few. New restaurants joined our centers such as Cheddar’s, Travinia’s and Panera Bread.
And our portfolio continues to offer excellent opportunities to create value through merchandising upgrades as well as redevelopments and expansions. For any doubters of the power of an anchor redevelopment, a great example is our investment at Northgate Mall, which was elevated to a tier two
mall in 2015. We redeveloped underutilized portions of the mall, adding a 60,000-square foot Burlington in October 2014 as well as additional shops and restaurants. We invested in a renovation with new floors, paint and entrances, among other improvements. As a result of these initiatives, the occupancy at Northgate has increased from 71% at year-end 2013 to 96% at the end of 2015. Sales have increased from $291 per square foot to $326 and NOI has increased significantly. Using Green Street’s cap rate scale for consistency, the increased NOI and cap rate compression generated by the redevelopment activity has created value of more than one and half times our $16.0 million investment.
We are also proactively reducing exposure to traditional anchors where they are underperforming. At College Square in Morristown, TN, we worked with JCPenney to negotiate a lease termination. We have leases out-for-signature with two high-quality box retailers and expect to start construction later this year.
At Northpark Mall in Joplin, MO, we are replacing a former Shopko box with an 80,000-square foot Dunham’s Sporting Goods. Construction is expected to start soon, with the opening scheduled for later this year.
At Randolph Mall in Asheboro, NC, a new Ross and ULTA will open in the former JCPenney location before summer.
At Kirkwood Mall in Bismarck, ND, two new buildings totaling 13,000-square-feet are under construction with Panera Bread, Caribou Coffee and Verizon. Panera and Caribou recently opened with Verizon set to open later this year.
At Friendly Center in Greensboro, NC we recently commenced construction on a 13,000-square-foot expansion adding our portfolio’s first West Elm as well as Pieology and one other yet-to-be-announced store.
Here in Chattanooga, we will start construction this year on the redevelopment of an existing theater located adjacent to Hamilton Place into the market’s first luxury theater experience.
At Mayfaire Town Center in Wilmington, NC we are finalizing plans for a new 67,000-square-foot expansion including H&M, Palmetto Moon and West Elm. We anticipate starting construction later this year.
We recently completed the redevelopment of a portion of the Sears store at Brookfield Square in Brookfield, WI. The project created a new restaurant district and shops including Blackfinn Ameripub and Jason’s Deli along the front of Sears.
In March, we will open Ambassador Town Center in Lafayette, LA a joint venture project with Stirling Properties. The 438,000-square-foot center will be anchored by Costco, Dick’s Sporting Goods, Field & Stream, Marshalls, HomeGoods, and Nordstrom Rack. The project is currently 95% leased or committed.
We have enjoyed a very fruitful partnership with Horizon on our outlet center program over the past six years. The value created in our portfolio through this partnership is under-appreciated. Our new development projects have opened at near-full occupancy levels generating attractive double-digit unlevered returns. We placed attractive secured debt on the projects shortly after opening and are generating a return on equity of nearly 30%. Our portfolio of five high-quality and growing outlet centers has been successful enough to support multiple expansions. While new development opportunities in the outlet space are competitive, Horizon has been successful in sourcing strong projects over the years that have all met our required return and pre-leasing thresholds and we hope to announce our next partnership in the coming months.
I will now turn the call over to Farzana.
Farzana:
Thank you, Katie.
2015 ended on a strong note for CBL, especially given the more than $15 million impact from store closures at the start of the year. Same center NOI increased by 2% for the quarter and 0.7% for the year.
Adjusted FFO increased 6.0% for the quarter to $0.71 per share and we achieved adjusted FFO of $2.32 per share for the year, meeting the high end of our guidance range.
Major drivers in the quarter and for the year included growth in minimum rents from increased rental rates and new openings. Percentage rents declined in the quarter as retail sales moderated, but ended the year positive. We also recorded a decline in tenant reimbursements for the quarter and year, correlated to lower operating expenses including snow removal expense as well as utility and central energy. FFO benefited from $4.8 million in interest expense savings in the quarter and over $10 million for the year. FFO growth from our existing properties and new centers more than offset the dilution from asset sales.
G&A for 2015 was in-line with our guidance range discussed last quarter at approximately $59 million, net of litigation expense. The increase during the year was primarily a result of one-time items, including consulting expense, for operational improvements.
Our cost recovery ratio for the fourth quarter was 108.6% compared with 102.1% in the prior-year period. While fourth quarter 2015 was higher than our typical run-rate, it benefited from improved recoverable expenses. For the year our cost recovery ratio was in-line at 101.7% compared with 98.9% in 2014.
Same-center NOI in the quarter increased 2.0% for the total portfolio and 1.6% in the mall portfolio. Full-year same-center NOI growth was 70 basis points with malls up 20 basis points. Same-center revenues grew $1.5 million with, minimum rents and tenant reimbursements growing $0.9 million and percentage rents increased $0.7 million. Same-center expenses declined by $3.6 million with the $7.4 million improvement in operating and maintenance expenses partially offset by the $3.7 million increase in real estate tax expense.
Our expectation for 2016 of achieving FFO in the range of $2.32 to $2.38 per share is based on a number of assumptions. To-date, there have been limited bankruptcies impacting the mall space. With the traditional bankruptcy season nearing an end, we are optimistic that 2016 activity will be muted. However, we have several retailers on our watch list and expect pressure on renewal spreads and the impact of down time as we replace underperforming stores. We anticipate moderate sales growth in 2016 as compared with 2015, which will impact percentage rent. We are projecting occupancy up 25 to 75 basis points over the prior year. We are assuming G&A in the range of $58 - 60 million and outparcel sales gains of $3 million to $5 million. Our guidance assumes same-center NOI growth for the portfolio of 0.5% to 2.0%. The low end of our guidance assumes flat to down percentage rent, occupancy at the low end of our anticipated range and operating expense pressure. Consistent with our practice, guidance does not include any future unannounced asset sales, acquisitions or capital markets transactions.
We made significant progress in enhancing our balance sheet flexibility during 2015, despite the volatile debt markets over the past several months. Including our new development, redevelopment, acquisition and disposition activity we ended the year with total debt of $5.4 billion, just $60.0 million or 1.1% higher than the prior year-end.
We completed more than $1.7 billion of financing activity, generating significant improvements in our borrowing rates. Our maturity schedule in 2016 is limited.
Later this year we have a $140 million non-recourse loan secured by Chesterfield Mall maturing. This mall was severely impacted by the outlet center wars in St. Louis, which negatively impacted its cash flow. We have explored redeveloping the property, but this would require significant investment at returns below our thresholds. We have recorded an impairment charge on Chesterfield this quarter and intend to work with the lender to exit this investment when the loan matures later this year.
We have made progress with the lenders for the loans secured by Hickory Point and Triangle Town Center. We will provide updates after closing on the modified loans. We have one additional $30 million non-recourse loan on a tier three asset that matures later this year where we are evaluating a possible restructure and will engage in discussions with the lender. Gulf Coast Town Center continues to be in receivership and we are waiting on the courts to finalize the foreclosure.
Outside of this, in 2016 we have $230 million of loans maturing that are secured by wholly-owned assets that we anticipate retiring. The debt yields on these properties are in the mid-to-high teens and are supported by stable and growing cash flows. Today, we have more than $700 million available on our lines of credit and that will shortly be further improved with equity proceeds from the sale of Renaissance Center and additional community center dispositions that we are working on. This gives us tremendous financial flexibility and we intend to be opportunistic with our financings to take advantage of the best available execution.
I’ll now turn the call over to Stephen for concluding remarks.
Stephen:
Thank you, Farzana.
While 2015 started with tremendous challenges, today we are a stronger company with a better portfolio and a more flexible balance sheet. And we remain focused on becoming an even stronger company. We are transforming the organization and our portfolio for the better and we are focused on making the right decisions for the long term growth of CBL. As senior management and 11.5% shareholders, our goal is to help the market recognize the value that we know is in our portfolio and company. We expect to demonstrate this value as we execute on our strategic objectives.
Thank you again for joining us this morning and we’ll be happy to take questions.
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