Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | CBL & ASSOCIATES PROPERTIES INC | |
Entity Central Index Key | 910,612 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 171,096,104 | |
CBL & Associates Limited Partnership | ||
Entity Information [Line Items] | ||
Entity Registrant Name | CBL & Associates Limited Partnership | |
Entity Central Index Key | 915,140 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Real estate assets: | |||
Land | [1] | $ 851,977 | $ 820,979 |
Buildings and improvements | [1] | 6,964,175 | 6,942,452 |
Real estate investment property, at cost | [1] | 7,816,152 | 7,763,431 |
Accumulated depreciation | [1] | (2,477,356) | (2,427,108) |
Real estate investment property, net, before developments in progress | [1] | 5,338,796 | 5,336,323 |
Held for sale | [1] | 0 | 5,861 |
Developments in progress | [1] | 185,228 | 178,355 |
Net investment in real estate assets | [1] | 5,524,024 | 5,520,539 |
Cash and cash equivalents | [1] | 27,553 | 18,951 |
Receivables: | |||
Tenant, net of allowance for doubtful accounts of $1,875 and $1,910 in 2017 and 2016, respectively | [1] | 90,485 | 94,676 |
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016 | [1] | 11,519 | 6,227 |
Mortgage and other notes receivable | [1] | 16,347 | 16,803 |
Investments in unconsolidated affiliates | [1] | 262,216 | 266,872 |
Intangible lease assets and other assets | [1] | 194,005 | 180,572 |
Total assets | [1] | 6,126,149 | 6,104,640 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 4,522,480 | 4,465,294 | |
Accounts payable and accrued liabilities | 273,745 | 280,498 | |
Total liabilities | [1] | 4,796,225 | 4,745,792 |
Commitments and contingencies (Note 6 and Note 12) | |||
Redeemable common units | 15,472 | 17,996 | |
Preferred stock, $.01 par value, 15,000,000 shares authorized: | |||
Common stock, $.01 par value, 350,000,000 shares authorized, 171,093,900 and 170,792,645 issued and outstanding in 2017 and 2016, respectively | 1,711 | 1,708 | |
Partners' capital: | |||
Additional paid-in capital | 1,971,155 | 1,969,059 | |
Dividends in excess of cumulative earnings | (764,524) | (742,078) | |
Total shareholders' equity | 1,208,367 | 1,228,714 | |
Noncontrolling interests | 106,085 | 112,138 | |
Total equity | 1,314,452 | 1,340,852 | |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 6,126,149 | 6,104,640 | |
Variable interest entities, assets | 663,290 | ||
Variable interest entities, liabilities | 444,033 | ||
CBL & Associates Limited Partnership | |||
Real estate assets: | |||
Land | [1] | 851,977 | 820,979 |
Buildings and improvements | [1] | 6,964,175 | 6,942,452 |
Real estate investment property, at cost | [1] | 7,816,152 | 7,763,431 |
Accumulated depreciation | [1] | (2,477,356) | (2,427,108) |
Real estate investment property, net, before developments in progress | [1] | 5,338,796 | 5,336,323 |
Held for sale | [1] | 0 | 5,861 |
Developments in progress | [1] | 185,228 | 178,355 |
Net investment in real estate assets | [1] | 5,524,024 | 5,520,539 |
Cash and cash equivalents | [1] | 27,547 | 18,943 |
Receivables: | |||
Tenant, net of allowance for doubtful accounts of $1,875 and $1,910 in 2017 and 2016, respectively | [1] | 90,485 | 94,676 |
Other, net of allowance for doubtful accounts of $838 in 2017 and 2016 | [1] | 11,470 | 6,179 |
Mortgage and other notes receivable | [1] | 16,347 | 16,803 |
Investments in unconsolidated affiliates | [1] | 262,748 | 267,405 |
Intangible lease assets and other assets | [1] | 193,883 | 180,452 |
Total assets | [1] | 6,126,504 | 6,104,997 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 4,522,480 | 4,465,294 | |
Accounts payable and accrued liabilities | 273,807 | 280,528 | |
Total liabilities | [1] | 4,796,287 | 4,745,822 |
Commitments and contingencies (Note 6 and Note 12) | |||
Redeemable common units | 15,472 | 17,996 | |
Partners' capital: | |||
Preferred units | 565,212 | 565,212 | |
General partner | 7,528 | 7,781 | |
Limited partners | 732,686 | 756,083 | |
Total partners' capital | 1,305,426 | 1,329,076 | |
Noncontrolling interests | 9,319 | 12,103 | |
Total capital | 1,314,745 | 1,341,179 | |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 6,126,504 | 6,104,997 | |
Variable interest entities, assets | 663,290 | ||
Variable interest entities, liabilities | 444,033 | ||
Series D Preferred Stock | |||
Preferred stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred Stock, Value, Outstanding | 18 | 18 | |
Series E Preferred Stock | |||
Preferred stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred Stock, Value, Outstanding | $ 7 | $ 7 | |
[1] | As of March 31, 2017, includes $663,290 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $444,033 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 5. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Tenant receivables allowance for doubtful accounts | $ 1,875 | $ 1,910 |
Other receivables allowance for doubtful accounts | $ 838 | $ 838 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 171,093,900 | 170,792,645 |
Common stock, shares outstanding | 171,093,900 | 170,792,645 |
Series D Preferred Stock | ||
Preferred stock, dividend rate (as a percent) | 7.375% | 7.375% |
Preferred stock, shares outstanding | 1,815,000 | 1,815,000 |
Series E Preferred Stock | ||
Preferred stock, dividend rate (as a percent) | 6.625% | 6.625% |
Preferred stock, shares outstanding | 690,000 | 690,000 |
CBL & Associates Limited Partnership | ||
Tenant receivables allowance for doubtful accounts | $ 1,875 | $ 1,910 |
Other receivables allowance for doubtful accounts | $ 838 | $ 838 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES: | ||
Minimum rents | $ 159,750 | $ 170,629 |
Percentage rents | 2,389 | 4,673 |
Other rents | 3,652 | 5,062 |
Tenant reimbursements | 67,291 | 73,366 |
Management, development and leasing fees | 3,452 | 2,581 |
Other | 1,479 | 6,767 |
Total revenues | 238,013 | 263,078 |
OPERATING EXPENSES: | ||
Property operating | 34,914 | 38,628 |
Depreciation and amortization | 71,220 | 76,506 |
Real estate taxes | 22,083 | 23,028 |
Maintenance and repairs | 13,352 | 14,548 |
General and administrative | 16,082 | 17,168 |
Loss on impairment | 3,263 | 19,685 |
Other | 0 | 9,685 |
Total operating expenses | 160,914 | 199,248 |
Income from operations | 77,099 | 63,830 |
Interest and other income | 1,404 | 360 |
Interest expense | (56,201) | (55,231) |
Gain on extinguishment of debt | 4,055 | 6 |
Income tax benefit | 800 | 537 |
Equity in earnings of unconsolidated affiliates | 5,373 | 32,390 |
Income from continuing operations before gain on sales of real estate assets | 32,530 | 41,892 |
Gain on sales of real estate assets | 5,988 | 0 |
Net income | 38,518 | 41,892 |
Net (income) loss attributable to noncontrolling interests in: | ||
Operating Partnership | (3,690) | (4,945) |
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | (713) | 3,127 |
Net income (loss) attributable to the Company/Operating Partnership | 34,115 | 40,074 |
Preferred dividends/distributions to preferred unitholders | (11,223) | (11,223) |
Net income attributable to common shareholders/unitholders | $ 22,892 | $ 28,851 |
Basic and diluted per share data attributable to common shareholders/unitholders: | ||
Net income attributable to common shareholders (in usd per share) | $ 0.13 | $ 0.17 |
Weighted-average common and potential dilutive common shares/units outstanding, diluted (in shares) | 170,989 | 170,669 |
Dividends declared per common share/unit (in dollars per share) | $ 0.265 | $ 0.265 |
CBL & Associates Limited Partnership | ||
REVENUES: | ||
Minimum rents | $ 159,750 | $ 170,629 |
Percentage rents | 2,389 | 4,673 |
Other rents | 3,652 | 5,062 |
Tenant reimbursements | 67,291 | 73,366 |
Management, development and leasing fees | 3,452 | 2,581 |
Other | 1,479 | 6,767 |
Total revenues | 238,013 | 263,078 |
OPERATING EXPENSES: | ||
Property operating | 34,914 | 38,628 |
Depreciation and amortization | 71,220 | 76,506 |
Real estate taxes | 22,083 | 23,028 |
Maintenance and repairs | 13,352 | 14,548 |
General and administrative | 16,082 | 17,168 |
Loss on impairment | 3,263 | 19,685 |
Other | 0 | 9,685 |
Total operating expenses | 160,914 | 199,248 |
Income from operations | 77,099 | 63,830 |
Interest and other income | 1,404 | 360 |
Interest expense | (56,201) | (55,231) |
Gain on extinguishment of debt | 4,055 | 6 |
Income tax benefit | 800 | 537 |
Equity in earnings of unconsolidated affiliates | 5,373 | 32,390 |
Income from continuing operations before gain on sales of real estate assets | 32,530 | 41,892 |
Gain on sales of real estate assets | 5,988 | 0 |
Net income | 38,518 | 41,892 |
Net (income) loss attributable to noncontrolling interests in: | ||
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | (713) | 3,127 |
Net income (loss) attributable to the Company/Operating Partnership | 37,805 | 45,019 |
Preferred dividends/distributions to preferred unitholders | (11,223) | (11,223) |
Net income attributable to common shareholders/unitholders | $ 26,582 | $ 33,796 |
Basic and diluted per share data attributable to common shareholders/unitholders: | ||
Net income attributable to common shareholders (in usd per share) | $ 0.13 | $ 0.17 |
Weighted-average common and potential dilutive common shares/units outstanding, diluted (in shares) | 199,281 | 199,926 |
Dividends declared per common share/unit (in dollars per share) | $ 0.273 | $ 0.273 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ 38,518 | $ 41,892 |
Other comprehensive income: | ||
Unrealized gain on hedging instruments | 0 | 877 |
Reclassification of hedging effect on earnings | 0 | (443) |
Total other comprehensive income | 0 | 434 |
Comprehensive income | 38,518 | 42,326 |
Comprehensive (income) loss attributable to noncontrolling interests in: | ||
Operating Partnership | (3,690) | (5,008) |
Other consolidated subsidiaries/Comprehensive (income) loss attributable to noncontrolling interests | (713) | 3,127 |
Comprehensive income attributable to the Company | 34,115 | 40,445 |
CBL & Associates Limited Partnership | ||
Net income | 38,518 | 41,892 |
Other comprehensive income: | ||
Unrealized gain on hedging instruments | 0 | 877 |
Reclassification of hedging effect on earnings | 0 | (443) |
Total other comprehensive income | 0 | 434 |
Comprehensive income | 38,518 | 42,326 |
Comprehensive (income) loss attributable to noncontrolling interests in: | ||
Other consolidated subsidiaries/Comprehensive (income) loss attributable to noncontrolling interests | (713) | 3,127 |
Comprehensive income attributable to the Company | $ 37,805 | $ 45,453 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity/Capital - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interests | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity | Noncontrolling Interests | CBL & Associates Limited Partnership | CBL & Associates Limited PartnershipPreferred Units | CBL & Associates Limited PartnershipCommon Units | CBL & Associates Limited PartnershipGeneral Partner | CBL & Associates Limited PartnershipLimited Partners | CBL & Associates Limited PartnershipAccumulated Other Comprehensive Income | CBL & Associates Limited PartnershipTotal Shareholders' Equity | CBL & Associates Limited PartnershipNoncontrolling Interests | CBL & Associates Limited PartnershipRedeemable Noncontrolling Interests | CBL & Associates Limited PartnershipRedeemable Common Units | CBL & Associates Limited PartnershipRedeemable Noncontrolling Interests |
Beginning Balance, redeemable noncontrolling partnership interests at Dec. 31, 2015 | $ 25,330 | $ 5,586 | $ 19,744 | $ 25,330 | ||||||||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||||||
Net income (loss) | (3,225) | (3,489) | 264 | (3,225) | ||||||||||||||||
Other comprehensive income | $ 431 | 3 | $ 371 | $ 371 | $ 60 | $ 431 | $ 431 | $ 431 | 3 | 3 | ||||||||||
Dividends declared - common stock/units | (45,261) | $ (45,261) | (45,261) | (53,428) | $ (533) | $ (52,895) | (53,428) | (1,143) | (1,143) | |||||||||||
Adjustment for noncontrolling interests | (287) | 288 | $ (1,490) | (2,306) | (3,796) | 3,509 | ||||||||||||||
Allocation of partners' capital | (90) | (31) | (496) | 437 | (90) | 288 | 288 | |||||||||||||
Adjustment to record redeemable interests at redemption value | (592) | 592 | (592) | (592) | (592) | (6) | (586) | (592) | 592 | 592 | ||||||||||
Distributions to noncontrolling interests | (9,528) | (2,134) | (9,528) | (1,361) | $ (1,361) | (991) | (991) | |||||||||||||
Ending Balance, redeemable noncontrolling partnership interests at Mar. 31, 2016 | 20,854 | 1,698 | 19,156 | 20,854 | ||||||||||||||||
Beginning Balance at Dec. 31, 2015 | 1,399,599 | $ 25 | $ 1,705 | 1,970,333 | 1,935 | (689,028) | 1,284,970 | 114,629 | ||||||||||||
Beginning balance, units at Dec. 31, 2015 | 25,050,000 | 199,748,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2015 | 1,400,038 | $ 565,212 | 8,435 | 822,383 | (868) | 1,395,162 | 4,876 | |||||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||||||
Net income (loss) | 45,117 | 40,074 | 40,074 | 5,043 | 45,117 | 11,223 | 344 | 33,188 | 44,755 | 362 | ||||||||||
Other comprehensive income | 431 | 3 | 371 | 371 | 60 | 431 | 431 | 431 | 3 | 3 | ||||||||||
Dividends/Distributions declared - common stock/units | (45,261) | (45,261) | (45,261) | (53,428) | (533) | (52,895) | (53,428) | (1,143) | (1,143) | |||||||||||
Dividends/Distributions declared - preferred stock/units | $ (11,223) | (11,223) | (11,223) | (11,223) | $ (11,223) | (11,223) | ||||||||||||||
Issuances of common units (in units) | 323,353 | 323,000 | ||||||||||||||||||
Issuances of common units | 342 | 342 | 342 | |||||||||||||||||
Issuance of common stock and restricted common stock | $ 342 | 3 | 339 | 342 | ||||||||||||||||
Cancellation of restricted common stock/units, units | (23,066) | (23,000) | ||||||||||||||||||
Cancellation of restricted common stock/units | $ (214) | (214) | (214) | (214) | (214) | (214) | ||||||||||||||
Performance stock units | 258 | 258 | 258 | 258 | 3 | 255 | 258 | |||||||||||||
Amortization of deferred compensation | 1,254 | 1,254 | 1,254 | 1,254 | 12 | 1,242 | 1,254 | |||||||||||||
Adjustment for noncontrolling interests | (287) | 288 | (1,490) | (2,306) | (3,796) | 3,509 | ||||||||||||||
Allocation of partners' capital | (90) | (31) | (496) | 437 | (90) | 288 | 288 | |||||||||||||
Adjustment to record redeemable noncontrolling interests at redemption value | (592) | 592 | (592) | (592) | (592) | (6) | (586) | (592) | 592 | 592 | ||||||||||
Distributions to noncontrolling interests | (9,528) | (2,134) | (9,528) | (1,361) | (1,361) | $ (991) | $ (991) | |||||||||||||
Ending Balance at Mar. 31, 2016 | 1,379,896 | 25 | 1,708 | 1,969,888 | $ 0 | (705,438) | 1,266,183 | 113,713 | ||||||||||||
Ending balance, units at Mar. 31, 2016 | 25,050,000 | 200,048,000 | ||||||||||||||||||
Ending balance at Mar. 31, 2016 | 1,380,532 | $ 565,212 | 8,224 | 803,219 | $ 0 | 1,376,655 | 3,877 | |||||||||||||
Beginning Balance, redeemable noncontrolling partnership interests at Dec. 31, 2016 | 17,996 | 17,996 | 17,996 | 17,996 | ||||||||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||||||
Net income (loss) | 204 | 204 | ||||||||||||||||||
Dividends declared - common stock/units | (45,338) | (45,338) | (45,338) | (53,249) | (533) | (52,716) | (53,249) | (1,143) | ||||||||||||
Adjustment for noncontrolling interests | (730) | 730 | (1,572) | (1,572) | 842 | |||||||||||||||
Allocation of partners' capital | (764) | (31) | (733) | (764) | 730 | |||||||||||||||
Adjustment to record redeemable interests at redemption value | 2,315 | (2,315) | 2,001 | 2,001 | 314 | 2,315 | 24 | 2,291 | 2,315 | (2,315) | ||||||||||
Distributions to noncontrolling interests | (9,440) | (1,143) | (9,440) | (1,529) | (1,529) | |||||||||||||||
Ending Balance, redeemable noncontrolling partnership interests at Mar. 31, 2017 | 15,472 | 15,472 | 15,472 | 15,472 | ||||||||||||||||
Beginning Balance at Dec. 31, 2016 | 1,340,852 | 25 | 1,708 | 1,969,059 | (742,078) | 1,228,714 | 112,138 | |||||||||||||
Beginning balance, units at Dec. 31, 2016 | 25,050,000 | 199,085,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2016 | 1,341,179 | $ 565,212 | 7,781 | 756,083 | 1,329,076 | 12,103 | ||||||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||||||
Net income (loss) | 38,314 | 34,115 | 34,115 | 4,199 | 38,314 | 11,223 | 271 | 26,107 | 37,601 | 713 | ||||||||||
Dividends/Distributions declared - common stock/units | (45,338) | (45,338) | (45,338) | (53,249) | (533) | (52,716) | (53,249) | (1,143) | ||||||||||||
Dividends/Distributions declared - preferred stock/units | $ (11,223) | (11,223) | (11,223) | (11,223) | $ (11,223) | (11,223) | ||||||||||||||
Issuances of common units (in units) | 330,938 | 331,000 | ||||||||||||||||||
Issuances of common units | 374 | 374 | 374 | |||||||||||||||||
Issuance of common stock and restricted common stock | $ 374 | 3 | 371 | 374 | ||||||||||||||||
Cancellation of restricted common stock/units, units | (29,683) | (30,000) | ||||||||||||||||||
Cancellation of restricted common stock/units | $ (294) | (294) | (294) | (294) | (294) | (294) | ||||||||||||||
Performance stock units | 344 | 344 | 344 | 344 | 3 | 341 | 344 | |||||||||||||
Amortization of deferred compensation | 1,246 | 1,246 | 1,246 | 1,246 | 13 | 1,233 | 1,246 | |||||||||||||
Adjustment for noncontrolling interests | (730) | 730 | (1,572) | (1,572) | 842 | |||||||||||||||
Allocation of partners' capital | (764) | (31) | (733) | (764) | 730 | |||||||||||||||
Adjustment to record redeemable noncontrolling interests at redemption value | 2,315 | (2,315) | 2,001 | 2,001 | 314 | 2,315 | 24 | 2,291 | 2,315 | $ (2,315) | ||||||||||
Deconsolidation of investment | (2,231) | (2,231) | (2,231) | (2,231) | ||||||||||||||||
Contributions from noncontrolling interests | 263 | 263 | 263 | 263 | ||||||||||||||||
Distributions to noncontrolling interests | (9,440) | $ (1,143) | (9,440) | (1,529) | (1,529) | |||||||||||||||
Ending Balance at Mar. 31, 2017 | $ 1,314,452 | $ 25 | $ 1,711 | $ 1,971,155 | $ (764,524) | $ 1,208,367 | $ 106,085 | |||||||||||||
Ending balance, units at Mar. 31, 2017 | 25,050,000 | 199,386,000 | ||||||||||||||||||
Ending balance at Mar. 31, 2017 | $ 1,314,745 | $ 565,212 | $ 7,528 | $ 732,686 | $ 1,305,426 | $ 9,319 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Equity/Capital (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuances of common and restricted stock, shares | 330,938 | 323,353 |
Cancellation of restricted common stock/units, shares | 29,683 | 23,066 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 38,518 | $ 41,892 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 71,220 | 76,506 | |
Net amortization of deferred financing costs, debt premiums and discounts | 1,113 | 717 | |
Net amortization of intangible lease assets and liabilities | (748) | (622) | |
Gain on sales of real estate assets | (5,988) | 0 | |
Write-off of development projects | 0 | 1 | |
Share-based compensation expense | 1,912 | 1,802 | |
Loss on impairment | 3,263 | 19,685 | |
Gain on extinguishment of debt | (4,055) | 0 | |
Equity in earnings of unconsolidated affiliates | (5,373) | (32,390) | |
Distributions of earnings from unconsolidated affiliates | 3,995 | 4,113 | |
Provision for doubtful accounts | 1,744 | 2,104 | |
Change in deferred tax accounts | 1,608 | 99 | |
Changes in: | |||
Tenant and other receivables | (2,838) | (4,458) | |
Other assets | (4,816) | (5,115) | |
Accounts payable and accrued liabilities | 5,321 | (18,557) | |
Net cash provided by operating activities | 104,876 | 85,777 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (51,522) | (34,304) | |
Acquisitions of real estate assets | (79,799) | 0 | |
Additions to restricted cash | (412) | (3,133) | |
Proceeds from sales of real estate assets | 13,716 | 33,425 | |
Additions to mortgage and other notes receivable | 0 | (2,484) | |
Payments received on mortgage and other notes receivable | 456 | 231 | |
Additional investments in and advances to unconsolidated affiliates | (2,723) | (4,363) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 7,907 | 9,023 | |
Changes in other assets | (7,749) | (528) | |
Net cash used in investing activities | (120,126) | (2,133) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from mortgage and other indebtedness | 389,391 | 90,702 | |
Principal payments on mortgage and other indebtedness | (298,374) | (118,102) | |
Additions to deferred financing costs | (120) | (79) | |
Proceeds from issuances of common stock | 49 | 40 | |
Contributions from noncontrolling interests | 263 | 0 | |
Payment of tax withholdings for restricted stock awards | (292) | 0 | |
Distributions to noncontrolling interests | (10,582) | (11,662) | |
Dividends paid to holders of preferred stock | (11,223) | (11,223) | |
Dividends paid to common shareholders | (45,260) | (45,181) | |
Net cash provided by (used in) financing activities | 23,852 | (95,505) | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 8,602 | (11,861) | |
CASH AND CASH EQUIVALENTS, beginning of period | 18,951 | [1] | 36,892 |
CASH AND CASH EQUIVALENTS, end of period | 27,553 | [1] | 25,031 |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | 37,063 | 45,115 | |
CBL & Associates Limited Partnership | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | 38,518 | 41,892 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 71,220 | 76,506 | |
Net amortization of deferred financing costs, debt premiums and discounts | 1,113 | 717 | |
Net amortization of intangible lease assets and liabilities | (748) | (622) | |
Gain on sales of real estate assets | (5,988) | 0 | |
Write-off of development projects | 0 | 1 | |
Share-based compensation expense | 1,912 | 1,802 | |
Loss on impairment | 3,263 | 19,685 | |
Gain on extinguishment of debt | (4,055) | 0 | |
Equity in earnings of unconsolidated affiliates | (5,373) | (32,390) | |
Distributions of earnings from unconsolidated affiliates | 3,995 | 4,113 | |
Provision for doubtful accounts | 1,744 | 2,104 | |
Change in deferred tax accounts | 1,608 | 99 | |
Changes in: | |||
Tenant and other receivables | (2,838) | (4,410) | |
Other assets | (4,816) | (5,115) | |
Accounts payable and accrued liabilities | 5,323 | (18,605) | |
Net cash provided by operating activities | 104,878 | 85,777 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (51,522) | (34,304) | |
Acquisitions of real estate assets | (79,799) | 0 | |
Additions to restricted cash | (412) | (3,133) | |
Proceeds from sales of real estate assets | 13,716 | 33,425 | |
Additions to mortgage and other notes receivable | 0 | (2,484) | |
Payments received on mortgage and other notes receivable | 456 | 231 | |
Additional investments in and advances to unconsolidated affiliates | (2,723) | (4,363) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 7,907 | 9,023 | |
Changes in other assets | (7,749) | (528) | |
Net cash used in investing activities | (120,126) | (2,133) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from mortgage and other indebtedness | 389,391 | 90,702 | |
Principal payments on mortgage and other indebtedness | (298,374) | (118,102) | |
Additions to deferred financing costs | (120) | (79) | |
Proceeds from issuances of common stock | 49 | 40 | |
Contributions from noncontrolling interests | 263 | 0 | |
Payment of tax withholdings for restricted stock awards | (292) | 0 | |
Distributions to noncontrolling interests | (2,672) | (2,352) | |
Dividends paid to holders of preferred stock | (11,223) | (11,223) | |
Dividends paid to common shareholders | (53,170) | (54,491) | |
Net cash provided by (used in) financing activities | 23,852 | (95,505) | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 8,604 | (11,861) | |
CASH AND CASH EQUIVALENTS, beginning of period | 18,943 | [1] | 36,887 |
CASH AND CASH EQUIVALENTS, end of period | 27,547 | [1] | 25,026 |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | $ 37,063 | $ 45,115 | |
[1] | As of March 31, 2017, includes $663,290 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $444,033 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 5. |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its properties are located in 27 states, but are primarily in the southeastern and midwestern United States. CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). In accordance with the guidance in Accounting Standards Codification ("ASC") 810, Consolidations, the Company is exempt from providing further disclosures related to the Operating Partnership's VIE classification. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. As of March 31, 2017 , the Operating Partnership owned interests in the following properties: Malls (1) Associated Centers Community Centers Office Buildings Total Consolidated properties 64 20 4 5 (2) 93 Unconsolidated properties (3) 9 3 5 — 17 Total 73 23 9 5 110 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) Includes CBL's two corporate office buildings. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. At March 31, 2017 , the Operating Partnership had interests in the following consolidated properties under development: Malls Associated Centers Development 1 — Expansions 2 — Redevelopments 7 1 The Operating Partnership also holds options to acquire certain development properties owned by third parties. CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At March 31, 2017, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an 84.8% limited partner interest for a combined interest held by CBL of 85.8% . As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries. The noncontrolling interest in the Operating Partnership is held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. At March 31, 2017 , CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 5.1% limited partner interest in the Operating Partnership. CBL's Predecessor also owned 3.8 million shares of CBL’s common stock at March 31, 2017 , for a total combined effective interest of 11.0% in the Operating Partnership. The Operating Partnership conducts the Company’s property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company”), to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended March 31, 2017 are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2016 . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification of accounting for share-based payment transactions. ASU 2016-09 allows an entity to make an accounting policy election to either (1) recognize forfeitures as they occur or (2) continue to estimate the number of awards expected to be forfeited. The Company elected to account for forfeitures of share-based payments as they occur. As the amount of the retrospective adjustment was nominal, the Company elected not to record the change. See Note 13 for further information on the adoption of this guidance. The guidance also requires that when an employer withholds shares upon the vesting of restricted shares for the purpose of meeting tax withholding requirements, that the cash paid for withholding taxes is classified as a financing activity on the statement of cash flows. The Company previously included these amounts within operating activities. For public companies, ASU 2016-09 was effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period and was to be applied on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. The Company adopted ASU 2016-09 as of January 1, 2017 and it did not have a material impact on its condensed consolidated financial statements and related disclosures. The change in the Company's condensed consolidated statements of cash flows related to the prior-year periods is as follows: Three Months Ended March 31, June 30, September 30, December 31, 2016 Net cash provided by operating activities (1) $ 85,777 $ 128,384 $ 125,464 $ 128,954 Reclassification of cash payments for withheld shares 202 87 (69 ) 60 Net cash provided by operating activities (2) $ 85,979 $ 128,471 $ 125,395 $ 129,014 Net cash used in financing activities (1) $ (95,505 ) $ (162,774 ) $ (89,447 ) $ (137,348 ) Reclassification of cash payments for withheld shares (202 ) (87 ) 69 (60 ) Net cash used in financing activities (2) $ (95,707 ) $ (162,861 ) $ (89,378 ) $ (137,408 ) (1) Prior to adoption of ASU 2016-09. (2) Subsequent to adoption of ASU 2016-09. In October 2016, the FASB issued ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, ("ASU 2016-17") which amended the consolidation guidance in ASU 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"), to change how a reporting entity that is a single decision maker of a VIE should consider indirect interests in a VIE held through related parties that are under common control with the entity when determining whether it is the primary beneficiary of the VIE. ASU 2016-17 simplifies the analysis to require consideration of only an entity's proportionate indirect interest in a VIE held through a party under common control. For public companies, ASU 2016-17 was effective for fiscal years beginning after December 15, 2016 including interim periods therein. The guidance was applied retrospectively to all periods in fiscal year 2016, which is the period in which ASU 2015-02 was adopted by the Company. The Company adopted ASU 2016-17 as of January 1, 2017 and it did not have a material impact on its condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business , ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805, Business Combinations , the Company generally accounted for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. For public companies, ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein and is to be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted. The Company adopted ASU 2017-01 as of January 1, 2017. The Company expects most of its future acquisitions of shopping center properties will be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01. In January 2017, the FASB issued ASU 2017-03, Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings , ("ASU 2017-03"), which provides guidance related to the disclosure of the potential impact that the adoption of ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"); ASU 2016-02, Leases ("ASU 2016-02") and ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") could have on the Company's condensed consolidated financial statements. ASU 2017-03 was effective upon issuance and the Company has incorporated this guidance within its current disclosures. Accounting Guidance Not Yet Effective In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU 2014-09. The objective of this converged standard is to enable financial statement users to better understand and analyze revenue by replacing current transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other guidance such as lease and insurance contracts. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , ("ASU 2015-14") which allows an additional one year deferral of ASU 2014-09. As a result, ASU 2014-09 is effective for annual periods beginning after December 15, 2017 and interim periods within those years using one of two retrospective application methods. Early adoption would be permitted only for annual reporting periods beginning after December 15, 2016 and interim periods within those years. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08") . The guidance in ASU 2016-08 clarifies the implementation of ASU 2014-09 on principal versus agent consideration and has the same effective date as ASU 2014-09, as deferred by ASU 2015-14. During the quarter ended June 30, 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing , ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, and ASU 2016-12, Narrow Scope Improvements and Practical Expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as ASU 2014-09, as deferred by ASU 2015-14. As the majority of the Company's revenue is derived from real estate lease contracts, the Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. The Company expects to adopt the guidance using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of the Company's adoption, which will be January 1, 2018. In February 2016, the FASB issued ASU 2016-02. The objective of ASU 2016-02 is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessees will be required to recognize a right-of-use asset and corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance applied by a lessor under ASU 2016-02 is substantially similar to existing GAAP. For public companies, ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. Lessees and lessors are required to use a modified retrospective transition method for all leases existing at, or entered into after, the date of initial application. Accordingly, they would apply the new accounting model for the earliest year presented in the financial statements. A number of practical expedients may also be elected. Under the new guidance, common area maintenance recoveries must be accounted for as a non-lease component. The Company is evaluating whether the bifurcation of common area maintenance will affect the timing or recognition of certain lease revenues. Also, only direct leasing costs may be capitalized under ASU 2016-02. Current guidance also allows the capitalization of indirect leasing costs. Additionally, the Company is analyzing its current ground lease obligations under ASU 2016-02. The Company has done a preliminary assessment and continues to evaluate the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures and will adopt ASU 2016-02 as of January 1, 2019. In June 2016, the FASB issued ASU 2016-13. The objective of ASU 2016-13 is to provide financial statement users with information about expected credit losses on financial assets and other commitments to extend credit by a reporting entity. The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. For public companies that are SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a modified retrospective basis. The Company plans to adopt ASU 2016-13 as of January 1, 2020 and is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows, including the classification of distributions received from equity method investees. For public companies, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a retrospective basis. The Company plans to adopt ASU 2016-15 as of January 1, 2018 and does not expect the guidance to have a material impact on its condensed consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Restricted Cash , ("ASU 2016-18") to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. For public companies, ASU 2016-18 is effective on a retrospective basis for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted. The Company plans to adopt the update as of January 1, 2018 and does not expect ASU 2016-18 to have a material impact on its condensed consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05"), which will apply to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures. ASU 2017-05 requires 100% of the gain or loss to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. ASU 2017-05 has the same effective date as ASU 2014-09, as deferred by ASU 2015-14, and is effective for the Company on January 1, 2018. ASU 2017-05 is to be applied using either a full or modified retrospective transition method. This adjustment will (1) mark investments in unconsolidated joint ventures to fair value as of the date of contribution to the unconsolidated joint ventures, and (2) recognize the remainder of the gain or loss associated with transferring the assets to the unconsolidated joint venture. The Company is in the process of determining which method to use for the application of this guidance and is identifying transactions related to the partial sale of real estate assets in prior periods that it expects the guidance in ASU 2017-05 will impact. The Company expects the application of this guidance will result in higher gains due to the requirement to recognize 100% of the gain on the sale of the partial interest and record the retained noncontrolling interest at fair value. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure , ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows: Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date. Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability. Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment. The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance. Fair Value Measurements on a Recurring Basis The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $4,759,526 and $4,737,077 at March 31, 2017 and December 31, 2016 , respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently. The carrying amount of net mortgage and other indebtedness was $4,522,480 and $4,465,294 at March 31, 2017 and December 31, 2016 , respectively. Fair Value Measurements on a Nonrecurring Basis The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models as noted below. Long-lived Assets Measured at Fair Value in 2017 During the three months ended March 31, 2017 , the Company recognized impairments of real estate of $3,263 when it divested its interests in a parcel project near an outlet center and wrote down one outparcel to its estimated fair value upon its sale. The properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 9 for segment information. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value (1) March Vacant land (2) Woodstock, GA Malls $ 3,147 $ — (1) The long-lived asset is not included in the Company's consolidated balance sheets at March 31, 2017 as the Company no longer has an interest in the consolidated joint venture as described below. (2) The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests in March 2017 to a fair value of $1,000 . In conjunction with the divestiture and assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner. See Note 6 for more information. During the three months ended March 31, 2017 , the Company recorded an impairment of $116 related to the sale of one outparcel. Outparcels are classified for segment reporting purposes in the All Other category. See Note 9 for segment information. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations, Discontinued Operations and Disposal Groups [Abstract] [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Asset Acquisitions During the three months ended March 31, 2017 , the Company acquired several Sears and Macy's stores, which include land, buildings and improvements, for future redevelopment at the related malls. These transactions are accounted for as asset acquisitions in accordance with ASU 2017-01. In January 2017, the Company purchased five Sears department stores and two Sears Auto Centers for $72,765 in cash, which includes $265 of capitalized transaction costs. Sears will continue to operate the department stores under new ten -year leases for which the Company will receive an aggregate initial annual base rent of $5,075 . Annual base rent will be reduced by 0.25% for the third through tenth years of the leases. Sears will be responsible for paying common area maintenance charges, taxes, insurance and utilities under the terms of the leases. The Company has the right to terminate each Sears lease at any time (except November 15 through January 15), with six month's advance notice. With six month's advance notice, Sears has the right to terminate the lease at one mall after a four -year period and may terminate the leases at the four other department stores after a two -year period. The leases on the Sears Auto Centers may be terminated by Sears after one year, with six month's advance notice. The Company also acquired four Macy's stores in January 2017 for $7,034 in cash, which includes $34 of capitalized transaction costs. Three of these locations closed in March 2017. The Company entered into a lease with Macy's at the fourth store under which Macy's will continue to operate the store through March 2019 for annual base rent and fixed common area maintenance charges of $19 per year, subject to certain operating covenants. If Macy's ceases to operate at this location, the Company will be reimbursed for the pro rata portion of the amount paid for the operating covenant based on the remaining lease term. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Sears Stores Macy's Stores Total Land $ 45,028 $ 4,635 $ 49,663 Building and improvements 14,814 1,965 16,779 Tenant improvements 4,234 377 4,611 Above-market leases 681 — 681 In-place leases 8,364 579 8,943 Total assets 73,121 7,556 80,677 Below-market leases (356 ) (522 ) (878 ) Net assets acquired $ 72,765 $ 7,034 $ 79,799 The intangible assets and liabilities acquired with the acquisition of the Sears and Macy's stores have weighted-average amortization periods as of the respective acquisition dates as follows (in years): Sears Stores Macy's Stores Above-market leases 2.0 — In-place leases 2.2 2.2 Below-market leases 5.4 2.2 Dispositions The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the shopping center properties described below, as well as any related gain or impairment loss, are included in net income for all periods presented, as applicable. 2017 Dispositions Net proceeds realized from the 2017 dispositions were used to reduce the outstanding balances on the Company's credit facilities. The following is a summary of the Company's 2017 dispositions: Sales Price Sales Date Property Property Type Location Gross Net Gain January One Oyster Point & Two Oyster Point (1) Office Building Newport News, VA $ 6,250 $ 6,142 $ — (1) The Company recorded a loss on impairment of $3,844 in the third quarter of 2016 to write down the office buildings to their estimated fair value based upon a signed contract with the third party buyer, adjusted to reflect disposition costs. The Company recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 6 for additional information. The following is a summary of the Company's other 2017 disposition: Transfer Date Property Property Type Location Balance of Non-recourse Debt Gain on Extinguishment of Debt January Midland Mall (1) Mall Midland. MI $ 31,953 $ 4,055 (1) The mortgage lender completed the foreclosure process and received title to the mall in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $4,681 was recorded in the first quarter of 2016 to write down the book value of the mall to its then estimated fair value. The Company also recorded $479 of aggregate non-cash default interest expense. The Company also realized a gain of $5,988 primarily related to the sale of five outparcels during the first quarter of 2017. Subsequent to March 31, 2017 , the Company closed on the sale of an outlet center. See Note 16 for more information. |
Unconsolidated Affiliates and N
Unconsolidated Affiliates and Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Affiliates and Noncontrolling Interests | Unconsolidated Affiliates and Noncontrolling Interests Unconsolidated Affiliates At March 31, 2017 , the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting: Joint Venture Property Name Company's Interest Ambassador Infrastructure, LLC Ambassador Town Center - Infrastructure Improvements 65.0% Ambassador Town Center JV, LLC Ambassador Town Center 65.0% CBL/T-C, LLC CoolSprings Galleria, Oak Park Mall and West County Center 50.0% CBL-TRS Joint Venture, LLC Friendly Center and The Shops at Friendly Center 50.0% El Paso Outlet Outparcels, LLC The Outlet Shoppes at El Paso (vacant land) 50.0% Fremaux Town Center JV, LLC Fremaux Town Center - Phases I and II 65.0% G&I VIII CBL Triangle LLC Triangle Town Center and Triangle Town Commons 10.0% Governor’s Square IB Governor’s Square Plaza 50.0% Governor’s Square Company Governor’s Square 47.5% JG Gulf Coast Town Center LLC Gulf Coast Town Center - Phase III 50.0% Kentucky Oaks Mall Company Kentucky Oaks Mall 50.0% Mall of South Carolina L.P. Coastal Grand 50.0% Mall of South Carolina Outparcel L.P. Coastal Grand Crossing and vacant land 50.0% Port Orange I, LLC The Pavilion at Port Orange - Phase I 50.0% River Ridge Mall JV, LLC River Ridge Mall 25.0% West Melbourne I, LLC Hammock Landing - Phases I and II 50.0% York Town Center, LP York Town Center 50.0% Although the Company had majority ownership of certain joint ventures during 2017 and 2016 , it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of: • the pro forma for the development and construction of the project and any material deviations or modifications thereto; • the site plan and any material deviations or modifications thereto; • the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto; • any acquisition/construction loans or any permanent financings/refinancings; • the annual operating budgets and any material deviations or modifications thereto; • the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and • any material acquisitions or dispositions with respect to the project. As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting. All of the debt on the properties owned by the unconsolidated affiliates listed above is non-recourse, except for debt secured by Ambassador Infrastructure, Hammock Landing and The Pavilion at Port Orange. See Note 12 for a description of guarantees the Company has issued related to certain unconsolidated affiliates. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows: ASSETS March 31, December 31, Investment in real estate assets $ 2,142,570 $ 2,137,666 Accumulated depreciation (580,084 ) (564,612 ) 1,562,486 1,573,054 Developments in progress 11,182 9,210 Net investment in real estate assets 1,573,668 1,582,264 Other assets 212,682 223,347 Total assets $ 1,786,350 $ 1,805,611 LIABILITIES Mortgage and other indebtedness, net $ 1,260,645 $ 1,266,046 Other liabilities 41,864 46,160 Total liabilities 1,302,509 1,312,206 OWNERS' EQUITY The Company 224,340 228,313 Other investors 259,501 265,092 Total owners' equity 483,841 493,405 Total liabilities and owners' equity $ 1,786,350 $ 1,805,611 Total for the Three Months 2017 2016 Total revenues $ 59,699 $ 64,204 Depreciation and amortization (20,629 ) (20,610 ) Interest income 400 336 Interest expense (12,838 ) (13,489 ) Operating expenses (18,748 ) (20,072 ) Income from continuing operations before gain on sales of real estate assets 7,884 10,369 Gain (loss) on sales of real estate assets (71 ) 80,959 Net income (1) $ 7,813 $ 91,328 (1) The Company's pro rata share of net income is $5,373 and $32,390 for the three months ended March 31, 2017 and 2016 , respectively. Redeemable Interests of the Operating Partnership Redeemable common units of $15,472 and $17,996 at March 31, 2017 and December 31, 2016 , respectively, include a partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property. Noncontrolling Interests of the Operating Partnership Noncontrolling interests include the aggregate noncontrolling ownership interest in the Operating Partnership's consolidated subsidiaries that is held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. Total noncontrolling interests were $9,319 and $12,103 , as of March 31, 2017 and December 31, 2016 , respectively. Noncontrolling Interests of the Company The noncontrolling interests of the Company include the third party interests discussed above as well as the aggregate noncontrolling partnership interest in the Operating Partnership that is not owned by the Company and for which each of the noncontrolling limited partners has the right to exchange all or a portion of its partnership interests for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As of March 31, 2017 , the Company's total noncontrolling interests of $106,085 consisted of noncontrolling interests in the Operating Partnership and in other consolidated subsidiaries of $96,766 and $9,319 , respectively. The Company's total noncontrolling interests at December 31, 2016 of $112,138 consisted of noncontrolling interests in the Operating Partnership and in other consolidated subsidiaries of $100,035 and $12,103 , respectively. Variable Interest Entities In accordance with the guidance in ASU 2015-02 and ASU 2016-17, as discussed in Note 2 , the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company adopted ASU 2015-02 as of January 1, 2016 and ASU 2016-17 was adopted as of January 1, 2017 on a modified retrospective basis. The adoption of ASU 2016-17 did not change any of the Company's consolidation conclusions made under ASU 2015-02 and did not change amounts within the condensed consolidated financial statements. The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors. The table below lists the Company's VIEs as of March 31, 2017 : Consolidated VIEs: Atlanta Outlet Outparcels, LLC Atlanta Outlet JV, LLC CBL Terrace LP El Paso Outlet Center Holding, LLC El Paso Outlet Center II, LLC Foothills Mall Associates Gettysburg Outlet Center Holding, LLC Gettysburg Outlet Center, LLC High Point Development LP II Jarnigan Road LP Laredo Outlet JV, LLC Lebcon Associates Lebcon I, Ltd Lee Partners Louisville Outlet Outparcels, LLC Louisville Outlet Shoppes, LLC Madison Grandview Forum, LLC The Promenade at D'Iberville Statesboro Crossing, LLC Village at Orchard Hills, LLC Unconsolidated VIEs: Ambassador Infrastructure, LLC G&I VIII CBL Triangle LLC Variable Interest Entities - Reconsideration Event Woodstock GA, Investments, LLC In March 2017, the Company divested its interests in the 75 / 25 consolidated joint venture and was relieved of its funding obligation related to the loan secured by the vacant land owned by the joint venture. See Note 3 and Note 6 for more information. |
Mortgage and Other Indebtedness
Mortgage and Other Indebtedness | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness | 1.6x 2.3x Unencumbered NOI to unsecured interest expense > 1.75x 3.7x EBITDA to fixed charges (debt service) > 1.5x 2.5x The agreements for the unsecured credit facilities and unsecured term loans described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 or any non-recourse indebtedness greater than $150,000 (for the Company's ownership share) of CBL, the Operating Partnership or any Subsidiary, as defined, will constitute an event of default under the agreements to the credit facilities. The credit facilities also restrict the Company's ability to enter into any transaction that could result in certain changes in its ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities. Senior Unsecured Notes The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of March 31, 2017: Ratio Required Actual Total debt to total assets < 60% 53% Secured debt to total assets < 45% (1) 27% Total unencumbered assets to unsecured debt > 150% 211% Consolidated income available for debt service to annual debt service charge > 1.5x 3.1x (1) On January 1, 2020 and thereafter, secured debt to total assets must be less than 40% for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. The agreements for the Notes described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes. Other Several of the Company’s malls/open-air centers, associated centers and community centers, in addition to the corporate office buildings, are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s condensed consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company. Mortgages on Operating Properties Other The non-recourse loans secured by Chesterfield Mall and Wausau Center are in default and in receivership at March 31, 2017. The malls generate insufficient income levels to cover the debt service on the mortgages, which had an aggregate balance of $157,689 at March 31, 2017 . The Company plans to return these malls to the respective lenders when foreclosure proceedings are complete, which are expected to occur in the second quarter of 2017. In January 2017, the Company recognized a gain on extinguishment of debt of $4,055 upon the transfer of Midland Mall to the lender in satisfaction of the non-recourse debt secured by the mall, which had a principal balance of $31,953 . See Note 4 for additional information. In conjunction with the divestiture of the Company's interests in a consolidated joint venture, the Company was relieved of its funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2,466 upon the disposition of its interests in March 2017. Loan Repayments The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2017: Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid (1) January The Plaza at Fayette 5.67% April 2017 $ 37,146 January The Shoppes at St. Clair Square 5.67% April 2017 18,827 February Hamilton Corner 5.67% April 2017 14,227 March Layton Hills Mall 5.66% April 2017 89,526 Total $ 159,726 (1) The Company retired the loans with borrowings from its credit facilities. In March 2017, the Company exercised an option to extend the loan secured by Statesboro Crossing to June 2018. Subsequent to March 31, 2017 , the Company retired several operating property loans in conjunction with the sale of its interest in The Outlet Shoppes at Oklahoma City, a consolidated joint venture, as described in Note 16 . Scheduled Principal Payments As of March 31, 2017 , the scheduled principal amortization and balloon payments on all of the Company’s consolidated mortgage and other indebtedness, excluding extensions available at the Company’s option, are as follows: 2017 $ 571,982 2018 722,481 2019 318,457 2020 433,689 2021 455,026 Thereafter (1) 1,887,555 4,389,190 Unamortized premiums and discounts, net (7,416 ) Unamortized deferred financing costs (16,983 ) Principal balance of loans secured by Lender Malls in foreclosure (2) 157,689 Total mortgage and other indebtedness, net $ 4,522,480 (1) Excludes the $17,689 non-recourse loan balance secured by Wausau Center, which is in default and receivership. (2) Represents the non-recourse loan balance of $140,000 secured by Chesterfield Mall, which is in default and receivership, and the principal balance of the loan secured by Wausau Center, as described above. Of the $571,982 of scheduled principal maturities in 2017, $187,046 relates to the maturing principal balance of two operating property loans, $34,936 represents scheduled principal amortization and $350,000 relates to an unsecured term loan. The $124,998 loan secured by Acadiana Mall matured in April 2017. The Company is in discussions with the lender to restructure the loan and extend its maturity date. The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.3 years as of March 31, 2017 and 4.4 years as of December 31, 2016 . Interest Rate Hedging Instruments The Company recorded derivative instruments in its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting. The Company’s objectives in using interest rate derivatives were to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily used interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives that was designated as, and that qualified as, cash flow hedges was recorded in accumulated other comprehensive income (loss) ("AOCI/L") and then subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The Company's outstanding interest rate derivatives, that were designated as cash flow hedges of interest rate risk, matured on April 1, 2016. The following tables provide further information relating to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016: Location of Location of Gain Recognized Hedging Three Months Ended Three Months Ended Three Months Ended 2017 2016 2017 2016 2017 2016 Interest rate contracts $ — $ 434 Interest $ — $ (443 ) Interest $ — $ —" id="sjs-B4">Mortgage and Other Indebtedness, Net Debt of the Company CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt. CBL is a limited guarantor of the 5.25% , 4.60% , and 5.95% senior unsecured notes (collectively, the "Notes"), issued by the Operating Partnership in November 2013, October 2014, and December 2016, respectively, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its unsecured credit facilities and three unsecured term loans as of March 31, 2017 . Debt of the Operating Partnership Mortgage and other indebtedness, net consisted of the following: March 31, 2017 December 31, 2016 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating properties $ 2,248,936 5.53% $ 2,453,628 5.55% Senior unsecured notes due 2023 (2) 446,656 5.25% 446,552 5.25% Senior unsecured notes due 2024 (3) 299,941 4.60% 299,939 4.60% Senior unsecured notes due 2026 (4) 394,367 5.95% 394,260 5.95% Total fixed-rate debt 3,389,900 5.46% 3,594,379 5.48% Variable-rate debt: Non-recourse term loans on operating properties 16,488 2.90% 19,055 3.13% Recourse term loans on operating properties 24,727 3.46% 24,428 3.29% Construction loan 56,243 3.28% 39,263 3.12% Unsecured lines of credit 252,105 2.03% 6,024 1.82% Unsecured term loans 800,000 2.23% 800,000 2.04% Total variable-rate debt 1,149,563 2.28% 888,770 2.15% Total fixed-rate and variable-rate debt 4,539,463 4.65% 4,483,149 4.82% Unamortized deferred financing costs (16,983 ) (17,855 ) Total mortgage and other indebtedness, net $ 4,522,480 $ 4,465,294 (1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. (2) The balance is net of an unamortized discount of $3,344 and $3,448 as of March 31, 2017 and December 31, 2016 , respectively. (3) The balance is net of an unamortized discount of $59 and $61 as of March 31, 2017 and December 31, 2016 , respectively. (4) The balance is net of an unamortized discount of $5,633 and $5,740 as of March 31, 2017 and December 31, 2016 , respectively. Senior Unsecured Notes Description Issued (1) Amount Interest Rate (2) Maturity Date (3) 2026 Notes December 2016 $ 400,000 5.95% December 2026 2024 Notes October 2014 300,000 4.60% October 2024 2023 Notes November 2013 450,000 5.25% December 2023 (1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above. (2) Interest is payable semiannually in arrears. Interest was payable for the 2026 Notes, the 2024 Notes and the 2023 Notes beginning June 15, 2017; April 15, 2015; and June 1, 2014, respectively. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45% . The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of March 31, 2017 , this ratio was 27% as shown below. (3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026; July 15, 2024; and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50% , 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively. Unsecured Lines of Credit The Company has three unsecured credit facilities that are used for retirement of secured loans, repayment of term loans, working capital, construction and acquisition purposes, as well as issuances of letters of credit. Each facility bears interest at LIBOR plus a spread of 0.875% to 1.55% based on the Company's credit ratings. As of March 31, 2017 , the Company's interest rate based on its credit ratings of Baa3 from Moody's Investors Service ("Moody's") and BBB- from Standard & Poor's ("S&P") and Fitch Ratings ("Fitch") is LIBOR plus 120 basis points. Additionally, the Company pays an annual facility fee that ranges from 0.125% to 0.300% of the total capacity of each facility based on the Company's credit ratings. As of March 31, 2017 , the annual facility fee was 0.25% . The three unsecured lines of credit had a weighted-average interest rate of 2.03% at March 31, 2017 . The following summarizes certain information about the Company's unsecured lines of credit as of March 31, 2017 : Total Capacity Total Outstanding Maturity Date Extended Maturity Date Wells Fargo - Facility A $ 500,000 $ — (1) October 2019 October 2020 (2) First Tennessee 100,000 27,400 (3) October 2019 October 2020 (4) Wells Fargo - Facility B 500,000 224,705 (5) October 2020 $ 1,100,000 $ 252,105 (1) There was $150 outstanding on this facility as of March 31, 2017 for letters of credit. Up to $30,000 of the capacity on this facility can be used for letters of credit. (2) The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility. (3) Up to $20,000 of the capacity on this facility can be used for letters of credit. (4) The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility. (5) Up to $30,000 of the capacity on this facility can be used for letters of credit. Unsecured Term Loans The Company has a $350,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.35% based on the Company's current credit ratings. The loan matures in October 2017 and has two one -year extension options, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of October 2019 . At March 31, 2017 , the outstanding borrowings of $350,000 had an interest rate of 2.13% . The Company has a $400,000 unsecured term loan, which bears interest at a variable rate of LIBOR plus 1.50% based on the Company's current credit ratings and has a maturity date of July 2018 . At March 31, 2017 , the outstanding borrowings of $400,000 had an interest rate of 2.28% . The Company also has a $50,000 unsecured term loan that matures in February 2018. The term loan bears interest at a variable rate of LIBOR plus 1.55% . At March 31, 2017 , the outstanding borrowings of $50,000 had a weighted-average interest rate of 2.53% . Covenants and Restrictions The agreements for the unsecured lines of credit, the Notes and unsecured term loans contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions. The Company believes that it was in compliance with all financial covenants and restrictions at March 31, 2017 . Unsecured Lines of Credit and Unsecured Term Loans The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of March 31, 2017 : Ratio Required Actual Debt to total asset value < 60% 49% Unencumbered asset value to unsecured indebtedness > 1.6x 2.3x Unencumbered NOI to unsecured interest expense > 1.75x 3.7x EBITDA to fixed charges (debt service) > 1.5x 2.5x The agreements for the unsecured credit facilities and unsecured term loans described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 or any non-recourse indebtedness greater than $150,000 (for the Company's ownership share) of CBL, the Operating Partnership or any Subsidiary, as defined, will constitute an event of default under the agreements to the credit facilities. The credit facilities also restrict the Company's ability to enter into any transaction that could result in certain changes in its ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities. Senior Unsecured Notes The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of March 31, 2017: Ratio Required Actual Total debt to total assets < 60% 53% Secured debt to total assets < 45% (1) 27% Total unencumbered assets to unsecured debt > 150% 211% Consolidated income available for debt service to annual debt service charge > 1.5x 3.1x (1) On January 1, 2020 and thereafter, secured debt to total assets must be less than 40% for the 2023 Notes and the 2024 Notes. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. The agreements for the Notes described above contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes. Other Several of the Company’s malls/open-air centers, associated centers and community centers, in addition to the corporate office buildings, are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s condensed consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company. Mortgages on Operating Properties Other The non-recourse loans secured by Chesterfield Mall and Wausau Center are in default and in receivership at March 31, 2017. The malls generate insufficient income levels to cover the debt service on the mortgages, which had an aggregate balance of $157,689 at March 31, 2017 . The Company plans to return these malls to the respective lenders when foreclosure proceedings are complete, which are expected to occur in the second quarter of 2017. In January 2017, the Company recognized a gain on extinguishment of debt of $4,055 upon the transfer of Midland Mall to the lender in satisfaction of the non-recourse debt secured by the mall, which had a principal balance of $31,953 . See Note 4 for additional information. In conjunction with the divestiture of the Company's interests in a consolidated joint venture, the Company was relieved of its funding obligation related to the loan secured by vacant land owned by the joint venture, which had a principal balance of $2,466 upon the disposition of its interests in March 2017. Loan Repayments The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2017: Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid (1) January The Plaza at Fayette 5.67% April 2017 $ 37,146 January The Shoppes at St. Clair Square 5.67% April 2017 18,827 February Hamilton Corner 5.67% April 2017 14,227 March Layton Hills Mall 5.66% April 2017 89,526 Total $ 159,726 (1) The Company retired the loans with borrowings from its credit facilities. In March 2017, the Company exercised an option to extend the loan secured by Statesboro Crossing to June 2018. Subsequent to March 31, 2017 , the Company retired several operating property loans in conjunction with the sale of its interest in The Outlet Shoppes at Oklahoma City, a consolidated joint venture, as described in Note 16 . Scheduled Principal Payments As of March 31, 2017 , the scheduled principal amortization and balloon payments on all of the Company’s consolidated mortgage and other indebtedness, excluding extensions available at the Company’s option, are as follows: 2017 $ 571,982 2018 722,481 2019 318,457 2020 433,689 2021 455,026 Thereafter (1) 1,887,555 4,389,190 Unamortized premiums and discounts, net (7,416 ) Unamortized deferred financing costs (16,983 ) Principal balance of loans secured by Lender Malls in foreclosure (2) 157,689 Total mortgage and other indebtedness, net $ 4,522,480 (1) Excludes the $17,689 non-recourse loan balance secured by Wausau Center, which is in default and receivership. (2) Represents the non-recourse loan balance of $140,000 secured by Chesterfield Mall, which is in default and receivership, and the principal balance of the loan secured by Wausau Center, as described above. Of the $571,982 of scheduled principal maturities in 2017, $187,046 relates to the maturing principal balance of two operating property loans, $34,936 represents scheduled principal amortization and $350,000 relates to an unsecured term loan. The $124,998 loan secured by Acadiana Mall matured in April 2017. The Company is in discussions with the lender to restructure the loan and extend its maturity date. The Company’s mortgage and other indebtedness had a weighted-average maturity of 4.3 years as of March 31, 2017 and 4.4 years as of December 31, 2016 . Interest Rate Hedging Instruments The Company recorded derivative instruments in its consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting. The Company’s objectives in using interest rate derivatives were to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily used interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives that was designated as, and that qualified as, cash flow hedges was recorded in accumulated other comprehensive income (loss) ("AOCI/L") and then subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The Company's outstanding interest rate derivatives, that were designated as cash flow hedges of interest rate risk, matured on April 1, 2016. The following tables provide further information relating to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016: Location of Location of Gain Recognized Hedging Three Months Ended Three Months Ended Three Months Ended 2017 2016 2017 2016 2017 2016 Interest rate contracts $ — $ 434 Interest $ — $ (443 ) Interest $ — $ — |
Comprehensive Income
Comprehensive Income | 3 Months Ended |
Mar. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Comprehensive Income | Comprehensive Income Accumulated Other Comprehensive Income (Loss) of the Company Comprehensive income (loss) of the Company includes all changes in redeemable noncontrolling interests and total equity during the period, except those resulting from investments by shareholders and partners, distributions to shareholders and partners and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on interest rate hedge agreements. The Company did not have any changes in AOCI/L for the three months ended March 31, 2017 . The changes in the components of AOCI/L for the three months ended March 31, 2016 are as follows: Redeemable The Company Noncontrolling Unrealized Gains (Losses) - Hedging Agreements Total Beginning balance, January 1, 2016 $ 433 $ 1,935 $ (2,802 ) $ (434 ) OCI before reclassifications 3 814 60 877 Amounts reclassified from AOCI (1) (436 ) (2,749 ) 2,742 (443 ) Net current quarterly period OCI/L (433 ) (1,935 ) 2,802 434 Ending balance, March 31, 2016 $ — $ — $ — $ — (1) Reclassified $443 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016. Accumulated Other Comprehensive Income (Loss) of the Operating Partnership Comprehensive income (loss) of the Operating Partnership includes all changes in redeemable common units and partners' capital during the period, except those resulting from investments by unitholders, distributions to unitholders and redemption valuation adjustments. OCI/L includes changes in unrealized gains (losses) on interest rate hedge agreements. The Operating Partnership did not have any changes in AOCI/L for the three months ended March 31, 2017 . The changes in the components of AOCI/L for the three months ended March 31, 2016 are as follows: Redeemable Partners' Unrealized Gains (Losses) - Hedging Agreements Total Beginning balance, January 1, 2016 $ 434 $ (868 ) $ (434 ) OCI before reclassifications 3 874 877 Amounts reclassified from AOCI (1) (437 ) (6 ) (443 ) Net current quarterly period OCI/L (434 ) 868 434 Ending balance, March 31, 2016 $ — $ — $ — (1) Reclassified $443 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016. |
Mortgage and Other Notes Receiv
Mortgage and Other Notes Receivable | 3 Months Ended |
Mar. 31, 2017 | |
Mortgage and Other Notes Receivable [Abstract] | |
Mortgage and Other Notes Receivable | Mortgage and Other Notes Receivable Each of the Company’s mortgage notes receivable is collateralized by either a first mortgage, a second mortgage, or by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants or government-sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments. The Company believes that its mortgage and other notes receivable balance is collectable as of March 31, 2017 . Mortgage and other notes receivable consist of the following: As of March 31, 2017 As of December 31, 2016 Maturity Date Interest Rate Balance Interest Rate Balance Mortgages: Columbia Place Outparcel Feb 2022 5.00% $ 317 5.00% $ 321 One Park Place May 2022 5.00% 1,128 5.00% 1,194 Village Square Mar 2018 3.75% 1,633 3.75% 1,644 Other (1) Dec 2016 - Jan 2047 6.00% - 9.50% 2,521 3.27% - 9.50% 2,521 5,599 5,680 Other Notes Receivable: ERMC Sep 2021 4.00% 3,341 4.00% 3,500 Horizon Group (2) Jul 2017 7.00% 300 7.00% 300 RED Development Inc. Oct 2023 5.00% 6,388 5.00% 6,588 Southwest Theaters Apr 2026 5.00% 719 5.00% 735 10,748 11,123 $ 16,347 $ 16,803 (1) The $1,100 note for The Promenade at D'Ilberville with a maturity date of December 2016 is in default. (2) In January 2017, the maturity date was extended to July 2017. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. Information on the Company’s reportable segments is presented as follows: Three Months Ended March 31, 2017 Malls Associated Centers Community Centers All Other (1) Total Revenues $ 221,931 $ 9,716 $ 4,564 $ 1,802 $ 238,013 Property operating expenses (2) (66,530 ) (1,914 ) (725 ) (1,180 ) (70,349 ) Interest expense (33,245 ) (642 ) (76 ) (22,238 ) (56,201 ) Gain on sales of real estate assets — — — 5,988 5,988 Segment profit (loss) $ 122,156 $ 7,160 $ 3,763 $ (15,628 ) 117,451 Depreciation and amortization expense (71,220 ) General and administrative expense (16,082 ) Interest and other income 1,404 Gain on extinguishment of debt 4,055 Loss on impairment (3,263 ) Income tax benefit 800 Equity in earnings of unconsolidated affiliates 5,373 Net income $ 38,518 Capital expenditures (3) $ 40,696 $ 567 $ 465 $ 2,128 $ 43,856 Three Months Ended March 31, 2016 Malls Associated Centers Community Centers All Other (1) Total Revenues $ 238,742 $ 10,242 $ 5,482 $ 8,612 $ 263,078 Property operating expenses (2) (75,377 ) (2,572 ) (1,143 ) 2,888 (76,204 ) Interest expense (34,395 ) (1,702 ) (298 ) (18,836 ) (55,231 ) Other expense — — — (9,685 ) (9,685 ) Segment profit (loss) $ 128,970 $ 5,968 $ 4,041 $ (17,021 ) 121,958 Depreciation and amortization expense (76,506 ) General and administrative expense (17,168 ) Interest and other income 360 Gain on extinguishment of debt 6 Loss on impairment (19,685 ) Income tax benefit 537 Equity in earnings of unconsolidated affiliates 32,390 Net income $ 41,892 Capital expenditures (3) $ 48,551 $ 1,426 $ 428 $ 741 $ 51,146 Total Assets Malls Associated Centers Community Centers All Other (1) Total March 31, 2017 $ 5,376,810 $ 249,857 $ 239,745 $ 259,737 $ 6,126,149 December 31, 2016 $ 5,383,937 $ 259,966 $ 215,917 $ 244,820 $ 6,104,640 (1) The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and, prior to the redemption of the Company's redeemable noncontrolling interests during the fourth quarter of 2016, the Company’s former consolidated subsidiary that provided security and maintenance services to third parties. (2) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (3) Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Equity and Capital
Equity and Capital | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity and Capital | Equity and Capital At-The-Market Equity Program On March 1, 2013, the Company entered into separate controlled equity offering sales agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of CBL's common stock, having an aggregate offering price of up to $300,000 , from time to time in "at-the-market" equity offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) or in negotiated transactions (the "ATM program"). In accordance with the Sales Agreements, the Company sets the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents are entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by CBL, the Operating Partnership issues a corresponding number of common units of limited partnership interest to CBL in exchange for the contribution of the proceeds from the stock issuance. The Company includes only share issuances that have settled in the calculation of shares outstanding at the end of each period. The Company has not sold any shares under the ATM program since 2013. Since the commencement of the ATM program, CBL has issued 8,419,298 shares of common stock, at a weighted-average sales price of $25.12 per share, and approximately $88,507 remains available that may be sold under this program as of March 31, 2017 . Actual future sales under this program, if any, will depend on a variety of factors including but not limited to market conditions, the trading price of CBL's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program. |
Earnings per Share and Earnings
Earnings per Share and Earnings per Unit | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share and Earnings per Unit | Earnings per Share and Earnings per Unit Earnings per Share of the Company Basic earnings per share (“EPS”) is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and there were no anti-dilutive shares for the three month periods ended March 31, 2017 and 2016 . Earnings per Unit of the Operating Partnership Basic earnings per unit (“EPU”) is computed by dividing net income attributable to common unitholders by the weighted-average number of common units outstanding for the period. Diluted EPU assumes the issuance of common units for all potential dilutive common units outstanding. There were no potential dilutive common units and there were no anti-dilutive units for the three month periods ended March 31, 2017 and 2016 . |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation The Company is currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company. Environmental Contingencies The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place. Guarantees The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership’s investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise. The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 : As of March 31, 2017 Obligation recorded to reflect guaranty Unconsolidated Affiliate Company's Outstanding Percentage Maximum Debt (1) 3/31/2017 12/31/2016 West Melbourne I, LLC - (2) 50% $ 42,697 20% $ 8,539 Feb-2018 (3) $ 86 $ 86 West Melbourne I, LLC - (2) 50% 16,497 20% 3,299 Feb-2018 (3) 33 33 Port Orange I, LLC 50% 57,718 20% 11,544 Feb-2018 (3) 116 116 Ambassador Infrastructure, 65% 11,035 100% (4) 11,035 Dec-2017 (5) 177 177 Total guaranty liability $ 412 $ 412 (1) Excludes any extension options. (2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively. (3) The loan has a one -year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019. (4) The guaranty will be reduced to 50% on March 1st of such year as payment-in-lieu of taxes ("PILOT") payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists. (5) The loan has two one -year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of December 2019. The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000 , which decreases by $800 annually until the guaranteed amount is reduced to $10,000 . The guaranty expires on December 31, 2020. The maximum guaranteed obligation was $14,000 as of March 31, 2017 . The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of March 31, 2017 and December 31, 2016. Performance Bonds The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was $16,828 and $21,446 at March 31, 2017 and December 31, 2016 , respectively. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of March 31, 2017 , there were two share-based compensation plans under which the Company has outstanding awards, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan") and the CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan ("the 1993 Plan"). The Company can only make new awards under the 2012 Plan, which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. The Company did not issue any new awards under the 1993 Plan, which was approved by the Company's shareholders in May 2003, between the adoption of the 2012 Plan to replace the 1993 Plan in May 2012 and the termination of the 1993 Plan (as to new awards) on May 5, 2013. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plans. The Company adopted ASU 2016-09 effective January 1, 2017 as described in Note 2 . In accordance with the provisions of ASU 2016-09, which are designed to simplify the accounting for share-based payments transactions, the Company elected to account for forfeitures of share-based payments as they occur rather than continuing to estimate them in advance. The Company elected not to record a cumulative effect adjustment as the impact of estimated forfeitures on the Company's cumulative share-based compensation expense recorded through December 31, 2016 was nominal. Restricted Stock Awards The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period. Share-based compensation expense related to the restricted stock awards was $1,430 and $1,544 for the three months ended March 31, 2017 and 2016 , respectively. Share-based compensation cost capitalized as part of real estate assets was $129 and $114 for the three months ended March 31, 2017 and 2016 , respectively. A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2017 , and changes during the three months ended March 31, 2017 , is presented below: Shares Weighted Average Grant-Date Fair Value Nonvested at January 1, 2017 602,162 $ 15.41 Granted 326,424 $ 10.75 Vested (228,634 ) $ 14.83 Forfeited (2,110 ) $ 13.96 Nonvested at March 31, 2017 697,842 $ 13.43 As of March 31, 2017 , there was $8,755 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 3.1 years. Long-Term Incentive Program In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three -year performance period is determined based on the Company's achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts ("NAREIT") Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned. Annual Restricted Stock Awards Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP vest 20% on the date of grant with the remainder vesting in four equal annual installments. Performance Stock Units In the first quarter of 2017, the Company granted 277,376 PSUs at a grant-date weighted-average fair value of $6.86 per PSU. In the first quarter of 2016, the Company granted 282,995 PSUs at a grant-date fair value of $4.98 per PSU (the "2016 PSUs"). In the first quarter of 2015, the Company granted 138,680 PSUs at a grant-date fair value of $15.52 per PSU (the "2015 PSUs"). Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter. Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs was $344 and $258 for the three months ended March 31, 2017 and 2016 , respectively. Unrecognized compensation costs related to the PSUs was $3,564 as of March 31, 2017 . The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the 2017 PSUs and the 2016 PSUs: 2017 PSUs 2016 PSUs Grant date February 7, 2017 February 10, 2016 Fair value per share on valuation date (1) $ 6.86 $ 4.98 Risk-free interest rate (2) 1.53 % 0.92 % Expected share price volatility (3) 32.85 % 30.95 % (1) The value of the PSU awards are estimated on the date of grant using a Monte Carlo Simulation model. The valuation consisted of computing the fair value using CBL's simulated stock price as well as TSR over a three -year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2017 PSUs consists of 115,082 shares at a fair value of $5.62 per share and 162,294 shares at a fair value of $7.74 per share. (2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date. (3) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three -year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financing
Noncash Investing and Financing Activities | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | Noncash Investing and Financing Activities The Company’s noncash investing and financing activities were as follows for the three months ended March 31, 2017 and 2016 : Three Months Ended 2017 2016 Accrued dividends and distributions payable $ 54,394 $ 54,569 Additions to real estate assets accrued but not yet paid 14,513 5,326 Deconsolidation upon assignment of interests in joint venture: (1) Decrease in real estate assets (9,131 ) — Decrease in mortgage and other indebtedness 2,466 — Decrease in operating assets and liabilities 1,287 — Decrease in noncontrolling interest and joint venture interest 2,231 — Transfer of real estate assets in settlement of mortgage debt obligation: (2) Decrease in real estate assets (28,218 ) — Decrease in mortgage and other indebtedness 31,953 — Decrease in operating assets and liabilities 320 — Deconsolidation upon formation of joint venture: Decrease in real estate assets — (14,025 ) Increase in investment in unconsolidated affiliate — 14,030 Decrease in accounts payable and accrued liabilities — (5 ) (1) See Note 3 and Note 6 for further details. (2) See Note 4 and Note 6 for more information. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is qualified as a REIT under the provisions of the Internal Revenue Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements. As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates and it may not be able to qualify as a REIT for four subsequent years. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $872 and $1,027 during the three months ended March 31, 2017 and 2016 , respectively. The Company has also elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance resulting from changes in circumstances that may affect the realizability of the related deferred tax asset is included in income or expense, as applicable. The Company recorded an income tax benefit as follows for the three month periods ended March 31, 2017 and 2016 : Three Months Ended 2017 2016 Current tax benefit $ 2,408 $ 636 Deferred tax provision (1,608 ) (99 ) Income tax benefit $ 800 $ 537 The Company had a net deferred tax asset of $6,641 and $5,841 at March 31, 2017 and December 31, 2016 , respectively. The net deferred tax asset is included in intangible lease assets and other assets. These balances primarily consisted of operating expense accruals and differences between book and tax depreciation. The Company reports any income tax penalties attributable to its properties as property operating expenses and any corporate-related income tax penalties as general and administrative expenses in its condensed consolidated statements of operations. In addition, any interest incurred on tax assessments is reported as interest expense. The Company reported nominal interest and penalty amounts for the three month periods ended March 31, 2017 and 2016 , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2017, the Company sold its interest in a consolidated joint venture, The Outlet Shoppes at Oklahoma City, located in Oklahoma City, OK, for a gross sales price of $130,000 . Concurrent with the sale, the loans secured by Phases 1 through III of the mall, which had an aggregate principal balance of $61,779 as of March 31, 2017 were retired. The Company expects to record a gain on sales of real estate assets, at the Company's share, of approximately $50,138 . The Company also expects to record a loss on extinguishment of debt in the second quarter of 2017 of approximately $5,525 , at the Company's share, related to the costs associated with retiring the loans prior to their scheduled maturity dates. |
Recent Accounting Pronounceme25
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended March 31, 2017 are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2016 . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification of accounting for share-based payment transactions. ASU 2016-09 allows an entity to make an accounting policy election to either (1) recognize forfeitures as they occur or (2) continue to estimate the number of awards expected to be forfeited. The Company elected to account for forfeitures of share-based payments as they occur. As the amount of the retrospective adjustment was nominal, the Company elected not to record the change. See Note 13 for further information on the adoption of this guidance. The guidance also requires that when an employer withholds shares upon the vesting of restricted shares for the purpose of meeting tax withholding requirements, that the cash paid for withholding taxes is classified as a financing activity on the statement of cash flows. The Company previously included these amounts within operating activities. For public companies, ASU 2016-09 was effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period and was to be applied on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. The Company adopted ASU 2016-09 as of January 1, 2017 and it did not have a material impact on its condensed consolidated financial statements and related disclosures. The change in the Company's condensed consolidated statements of cash flows related to the prior-year periods is as follows: Three Months Ended March 31, June 30, September 30, December 31, 2016 Net cash provided by operating activities (1) $ 85,777 $ 128,384 $ 125,464 $ 128,954 Reclassification of cash payments for withheld shares 202 87 (69 ) 60 Net cash provided by operating activities (2) $ 85,979 $ 128,471 $ 125,395 $ 129,014 Net cash used in financing activities (1) $ (95,505 ) $ (162,774 ) $ (89,447 ) $ (137,348 ) Reclassification of cash payments for withheld shares (202 ) (87 ) 69 (60 ) Net cash used in financing activities (2) $ (95,707 ) $ (162,861 ) $ (89,378 ) $ (137,408 ) (1) Prior to adoption of ASU 2016-09. (2) Subsequent to adoption of ASU 2016-09. In October 2016, the FASB issued ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, ("ASU 2016-17") which amended the consolidation guidance in ASU 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"), to change how a reporting entity that is a single decision maker of a VIE should consider indirect interests in a VIE held through related parties that are under common control with the entity when determining whether it is the primary beneficiary of the VIE. ASU 2016-17 simplifies the analysis to require consideration of only an entity's proportionate indirect interest in a VIE held through a party under common control. For public companies, ASU 2016-17 was effective for fiscal years beginning after December 15, 2016 including interim periods therein. The guidance was applied retrospectively to all periods in fiscal year 2016, which is the period in which ASU 2015-02 was adopted by the Company. The Company adopted ASU 2016-17 as of January 1, 2017 and it did not have a material impact on its condensed consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business , ("ASU 2017-01"), which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition. Under ASC 805, Business Combinations , the Company generally accounted for acquisitions of shopping center properties as acquisitions of a business. Under ASU 2017-01, more acquisitions are expected to be accounted for as acquisitions of assets. Transaction costs for asset acquisitions are capitalized while those related to business acquisitions are expensed. For public companies, ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein and is to be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted. The Company adopted ASU 2017-01 as of January 1, 2017. The Company expects most of its future acquisitions of shopping center properties will be accounted for as acquisitions of assets in accordance with the guidance in ASU 2017-01. In January 2017, the FASB issued ASU 2017-03, Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings , ("ASU 2017-03"), which provides guidance related to the disclosure of the potential impact that the adoption of ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"); ASU 2016-02, Leases ("ASU 2016-02") and ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") could have on the Company's condensed consolidated financial statements. ASU 2017-03 was effective upon issuance and the Company has incorporated this guidance within its current disclosures. Accounting Guidance Not Yet Effective In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU 2014-09. The objective of this converged standard is to enable financial statement users to better understand and analyze revenue by replacing current transaction and industry-specific guidance with a more principles-based approach to revenue recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other guidance such as lease and insurance contracts. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , ("ASU 2015-14") which allows an additional one year deferral of ASU 2014-09. As a result, ASU 2014-09 is effective for annual periods beginning after December 15, 2017 and interim periods within those years using one of two retrospective application methods. Early adoption would be permitted only for annual reporting periods beginning after December 15, 2016 and interim periods within those years. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08") . The guidance in ASU 2016-08 clarifies the implementation of ASU 2014-09 on principal versus agent consideration and has the same effective date as ASU 2014-09, as deferred by ASU 2015-14. During the quarter ended June 30, 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing , ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, and ASU 2016-12, Narrow Scope Improvements and Practical Expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as ASU 2014-09, as deferred by ASU 2015-14. As the majority of the Company's revenue is derived from real estate lease contracts, the Company does not expect the adoption of this guidance to have a material impact on its condensed consolidated financial statements. The Company expects to adopt the guidance using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of the Company's adoption, which will be January 1, 2018. In February 2016, the FASB issued ASU 2016-02. The objective of ASU 2016-02 is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, lessees will be required to recognize a right-of-use asset and corresponding lease liability on the balance sheet for all leases with terms greater than 12 months. The guidance applied by a lessor under ASU 2016-02 is substantially similar to existing GAAP. For public companies, ASU 2016-02 is effective for annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. Lessees and lessors are required to use a modified retrospective transition method for all leases existing at, or entered into after, the date of initial application. Accordingly, they would apply the new accounting model for the earliest year presented in the financial statements. A number of practical expedients may also be elected. Under the new guidance, common area maintenance recoveries must be accounted for as a non-lease component. The Company is evaluating whether the bifurcation of common area maintenance will affect the timing or recognition of certain lease revenues. Also, only direct leasing costs may be capitalized under ASU 2016-02. Current guidance also allows the capitalization of indirect leasing costs. Additionally, the Company is analyzing its current ground lease obligations under ASU 2016-02. The Company has done a preliminary assessment and continues to evaluate the potential impact the guidance may have on its condensed consolidated financial statements and related disclosures and will adopt ASU 2016-02 as of January 1, 2019. In June 2016, the FASB issued ASU 2016-13. The objective of ASU 2016-13 is to provide financial statement users with information about expected credit losses on financial assets and other commitments to extend credit by a reporting entity. The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected. For public companies that are SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a modified retrospective basis. The Company plans to adopt ASU 2016-13 as of January 1, 2020 and is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The objective of ASU 2016-15 is to reduce diversity in practice in the classification of certain items in the statement of cash flows, including the classification of distributions received from equity method investees. For public companies, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied on a retrospective basis. The Company plans to adopt ASU 2016-15 as of January 1, 2018 and does not expect the guidance to have a material impact on its condensed consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Restricted Cash , ("ASU 2016-18") to address diversity in practice related to the classification and presentation of changes in restricted cash. The update requires a reporting entity to explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents in reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. For public companies, ASU 2016-18 is effective on a retrospective basis for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted. The Company plans to adopt the update as of January 1, 2018 and does not expect ASU 2016-18 to have a material impact on its condensed consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05"), which will apply to the partial sale or transfer of nonfinancial assets, including real estate assets, to unconsolidated joint ventures. ASU 2017-05 requires 100% of the gain or loss to be recognized for nonfinancial assets transferred to an unconsolidated joint venture and any noncontrolling interest received in such nonfinancial assets to be measured at fair value. ASU 2017-05 has the same effective date as ASU 2014-09, as deferred by ASU 2015-14, and is effective for the Company on January 1, 2018. ASU 2017-05 is to be applied using either a full or modified retrospective transition method. This adjustment will (1) mark investments in unconsolidated joint ventures to fair value as of the date of contribution to the unconsolidated joint ventures, and (2) recognize the remainder of the gain or loss associated with transferring the assets to the unconsolidated joint venture. The Company is in the process of determining which method to use for the application of this guidance and is identifying transactions related to the partial sale of real estate assets in prior periods that it expects the guidance in ASU 2017-05 will impact. The Company expects the application of this guidance will result in higher gains due to the requirement to recognize 100% of the gain on the sale of the partial interest and record the retained noncontrolling interest at fair value. |
Organization and Basis of Pre26
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Properties Owned by Operating Partnership | As of March 31, 2017 , the Operating Partnership owned interests in the following properties: Malls (1) Associated Centers Community Centers Office Buildings Total Consolidated properties 64 20 4 5 (2) 93 Unconsolidated properties (3) 9 3 5 — 17 Total 73 23 9 5 110 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) Includes CBL's two corporate office buildings. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. |
Properties Under Development | At March 31, 2017 , the Operating Partnership had interests in the following consolidated properties under development: Malls Associated Centers Development 1 — Expansions 2 — Redevelopments 7 1 |
Recent Accounting Pronounceme27
Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The change in the Company's condensed consolidated statements of cash flows related to the prior-year periods is as follows: Three Months Ended March 31, June 30, September 30, December 31, 2016 Net cash provided by operating activities (1) $ 85,777 $ 128,384 $ 125,464 $ 128,954 Reclassification of cash payments for withheld shares 202 87 (69 ) 60 Net cash provided by operating activities (2) $ 85,979 $ 128,471 $ 125,395 $ 129,014 Net cash used in financing activities (1) $ (95,505 ) $ (162,774 ) $ (89,447 ) $ (137,348 ) Reclassification of cash payments for withheld shares (202 ) (87 ) 69 (60 ) Net cash used in financing activities (2) $ (95,707 ) $ (162,861 ) $ (89,378 ) $ (137,408 ) (1) Prior to adoption of ASU 2016-09. (2) Subsequent to adoption of ASU 2016-09. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Impairment on Real Estate Properties | During the three months ended March 31, 2017 , the Company recognized impairments of real estate of $3,263 when it divested its interests in a parcel project near an outlet center and wrote down one outparcel to its estimated fair value upon its sale. The properties were classified for segment reporting purposes as listed below (see section below for information on outparcels). See Note 9 for segment information. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value (1) March Vacant land (2) Woodstock, GA Malls $ 3,147 $ — (1) The long-lived asset is not included in the Company's consolidated balance sheets at March 31, 2017 as the Company no longer has an interest in the consolidated joint venture as described below. (2) The Company wrote down the book value of its interest in a consolidated joint venture that owned land adjacent to one of its outlet malls upon the divestiture of its interests in March 2017 to a fair value of $1,000 . In conjunction with the divestiture and assignment of the Company's interests in this consolidated joint venture, the Company was relieved of its debt obligation by the joint venture partner. See Note 6 for more information. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations, Discontinued Operations and Disposal Groups [Abstract] [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Sears Stores Macy's Stores Total Land $ 45,028 $ 4,635 $ 49,663 Building and improvements 14,814 1,965 16,779 Tenant improvements 4,234 377 4,611 Above-market leases 681 — 681 In-place leases 8,364 579 8,943 Total assets 73,121 7,556 80,677 Below-market leases (356 ) (522 ) (878 ) Net assets acquired $ 72,765 $ 7,034 $ 79,799 The intangible assets and liabilities acquired with the acquisition of the Sears and Macy's stores have weighted-average amortization periods as of the respective acquisition dates as follows (in years): Sears Stores Macy's Stores Above-market leases 2.0 — In-place leases 2.2 2.2 Below-market leases 5.4 2.2 |
Schedule of Dispositions | The following is a summary of the Company's 2017 dispositions: Sales Price Sales Date Property Property Type Location Gross Net Gain January One Oyster Point & Two Oyster Point (1) Office Building Newport News, VA $ 6,250 $ 6,142 $ — (1) The Company recorded a loss on impairment of $3,844 in the third quarter of 2016 to write down the office buildings to their estimated fair value based upon a signed contract with the third party buyer, adjusted to reflect disposition costs. The Company recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 6 for additional information. The following is a summary of the Company's other 2017 disposition: Transfer Date Property Property Type Location Balance of Non-recourse Debt Gain on Extinguishment of Debt January Midland Mall (1) Mall Midland. MI $ 31,953 $ 4,055 (1) The mortgage lender completed the foreclosure process and received title to the mall in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $4,681 was recorded in the first quarter of 2016 to write down the book value of the mall to its then estimated fair value. The Company also recorded $479 of aggregate non-cash default interest expense. |
Unconsolidated Affiliates and30
Unconsolidated Affiliates and Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments accounted for using the equity method of accounting | At March 31, 2017 , the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting: Joint Venture Property Name Company's Interest Ambassador Infrastructure, LLC Ambassador Town Center - Infrastructure Improvements 65.0% Ambassador Town Center JV, LLC Ambassador Town Center 65.0% CBL/T-C, LLC CoolSprings Galleria, Oak Park Mall and West County Center 50.0% CBL-TRS Joint Venture, LLC Friendly Center and The Shops at Friendly Center 50.0% El Paso Outlet Outparcels, LLC The Outlet Shoppes at El Paso (vacant land) 50.0% Fremaux Town Center JV, LLC Fremaux Town Center - Phases I and II 65.0% G&I VIII CBL Triangle LLC Triangle Town Center and Triangle Town Commons 10.0% Governor’s Square IB Governor’s Square Plaza 50.0% Governor’s Square Company Governor’s Square 47.5% JG Gulf Coast Town Center LLC Gulf Coast Town Center - Phase III 50.0% Kentucky Oaks Mall Company Kentucky Oaks Mall 50.0% Mall of South Carolina L.P. Coastal Grand 50.0% Mall of South Carolina Outparcel L.P. Coastal Grand Crossing and vacant land 50.0% Port Orange I, LLC The Pavilion at Port Orange - Phase I 50.0% River Ridge Mall JV, LLC River Ridge Mall 25.0% West Melbourne I, LLC Hammock Landing - Phases I and II 50.0% York Town Center, LP York Town Center 50.0% |
Condensed combined financial statement information - unconsolidated affiliates | Condensed combined financial statement information of the unconsolidated affiliates is as follows: ASSETS March 31, December 31, Investment in real estate assets $ 2,142,570 $ 2,137,666 Accumulated depreciation (580,084 ) (564,612 ) 1,562,486 1,573,054 Developments in progress 11,182 9,210 Net investment in real estate assets 1,573,668 1,582,264 Other assets 212,682 223,347 Total assets $ 1,786,350 $ 1,805,611 LIABILITIES Mortgage and other indebtedness, net $ 1,260,645 $ 1,266,046 Other liabilities 41,864 46,160 Total liabilities 1,302,509 1,312,206 OWNERS' EQUITY The Company 224,340 228,313 Other investors 259,501 265,092 Total owners' equity 483,841 493,405 Total liabilities and owners' equity $ 1,786,350 $ 1,805,611 Total for the Three Months 2017 2016 Total revenues $ 59,699 $ 64,204 Depreciation and amortization (20,629 ) (20,610 ) Interest income 400 336 Interest expense (12,838 ) (13,489 ) Operating expenses (18,748 ) (20,072 ) Income from continuing operations before gain on sales of real estate assets 7,884 10,369 Gain (loss) on sales of real estate assets (71 ) 80,959 Net income (1) $ 7,813 $ 91,328 (1) The Company's pro rata share of net income is $5,373 and $32,390 for the three months ended March 31, 2017 and 2016 , respectively. |
Schedule of Variable Interest Entities | The table below lists the Company's VIEs as of March 31, 2017 : Consolidated VIEs: Atlanta Outlet Outparcels, LLC Atlanta Outlet JV, LLC CBL Terrace LP El Paso Outlet Center Holding, LLC El Paso Outlet Center II, LLC Foothills Mall Associates Gettysburg Outlet Center Holding, LLC Gettysburg Outlet Center, LLC High Point Development LP II Jarnigan Road LP Laredo Outlet JV, LLC Lebcon Associates Lebcon I, Ltd Lee Partners Louisville Outlet Outparcels, LLC Louisville Outlet Shoppes, LLC Madison Grandview Forum, LLC The Promenade at D'Iberville Statesboro Crossing, LLC Village at Orchard Hills, LLC Unconsolidated VIEs: Ambassador Infrastructure, LLC G&I VIII CBL Triangle LLC |
Mortgage and Other Indebtedne31
Mortgage and Other Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of mortgage and other indebtedness | Description Issued (1) Amount Interest Rate (2) Maturity Date (3) 2026 Notes December 2016 $ 400,000 5.95% December 2026 2024 Notes October 2014 300,000 4.60% October 2024 2023 Notes November 2013 450,000 5.25% December 2023 (1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above. (2) Interest is payable semiannually in arrears. Interest was payable for the 2026 Notes, the 2024 Notes and the 2023 Notes beginning June 15, 2017; April 15, 2015; and June 1, 2014, respectively. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45% . The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of March 31, 2017 , this ratio was 27% as shown below. (3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026; July 15, 2024; and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50% , 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively. Mortgage and other indebtedness, net consisted of the following: March 31, 2017 December 31, 2016 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating properties $ 2,248,936 5.53% $ 2,453,628 5.55% Senior unsecured notes due 2023 (2) 446,656 5.25% 446,552 5.25% Senior unsecured notes due 2024 (3) 299,941 4.60% 299,939 4.60% Senior unsecured notes due 2026 (4) 394,367 5.95% 394,260 5.95% Total fixed-rate debt 3,389,900 5.46% 3,594,379 5.48% Variable-rate debt: Non-recourse term loans on operating properties 16,488 2.90% 19,055 3.13% Recourse term loans on operating properties 24,727 3.46% 24,428 3.29% Construction loan 56,243 3.28% 39,263 3.12% Unsecured lines of credit 252,105 2.03% 6,024 1.82% Unsecured term loans 800,000 2.23% 800,000 2.04% Total variable-rate debt 1,149,563 2.28% 888,770 2.15% Total fixed-rate and variable-rate debt 4,539,463 4.65% 4,483,149 4.82% Unamortized deferred financing costs (16,983 ) (17,855 ) Total mortgage and other indebtedness, net $ 4,522,480 $ 4,465,294 (1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. (2) The balance is net of an unamortized discount of $3,344 and $3,448 as of March 31, 2017 and December 31, 2016 , respectively. (3) The balance is net of an unamortized discount of $59 and $61 as of March 31, 2017 and December 31, 2016 , respectively. (4) The balance is net of an unamortized discount of $5,633 and $5,740 as of March 31, 2017 and December 31, 2016 , respectively. |
Schedule of line of credit facilities | The following summarizes certain information about the Company's unsecured lines of credit as of March 31, 2017 : Total Capacity Total Outstanding Maturity Date Extended Maturity Date Wells Fargo - Facility A $ 500,000 $ — (1) October 2019 October 2020 (2) First Tennessee 100,000 27,400 (3) October 2019 October 2020 (4) Wells Fargo - Facility B 500,000 224,705 (5) October 2020 $ 1,100,000 $ 252,105 (1) There was $150 outstanding on this facility as of March 31, 2017 for letters of credit. Up to $30,000 of the capacity on this facility can be used for letters of credit. (2) The extension option is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.15% of the commitment amount of the credit facility. (3) Up to $20,000 of the capacity on this facility can be used for letters of credit. (4) The extension option on the facility is at the Company's election, subject to continued compliance with the terms of the facility, and has a one-time extension fee of 0.20% of the commitment amount of the credit facility. (5) Up to $30,000 of the capacity on this facility can be used for letters of credit. |
Schedule of covenant compliance | The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of March 31, 2017: Ratio Required Actual Total debt to total assets < 60% 53% Secured debt to total assets < 45% (1) 27% Total unencumbered assets to unsecured debt > 150% 211% Consolidated income available for debt service to annual debt service charge > 1.5x 3.1x (1) On January 1, 2020 and thereafter, secured debt to total assets must be less than 40% The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of March 31, 2017 : Ratio Required Actual Debt to total asset value < 60% 49% Unencumbered asset value to unsecured indebtedness > 1.6x 2.3x Unencumbered NOI to unsecured interest expense > 1.75x 3.7x EBITDA to fixed charges (debt service) > 1.5x 2.5x |
Schedule of fixed rate loans | The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2017: Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid (1) January The Plaza at Fayette 5.67% April 2017 $ 37,146 January The Shoppes at St. Clair Square 5.67% April 2017 18,827 February Hamilton Corner 5.67% April 2017 14,227 March Layton Hills Mall 5.66% April 2017 89,526 Total $ 159,726 (1) The Company retired the loans with borrowings from its credit facilities. |
Schedule of principal repayments | As of March 31, 2017 , the scheduled principal amortization and balloon payments on all of the Company’s consolidated mortgage and other indebtedness, excluding extensions available at the Company’s option, are as follows: 2017 $ 571,982 2018 722,481 2019 318,457 2020 433,689 2021 455,026 Thereafter (1) 1,887,555 4,389,190 Unamortized premiums and discounts, net (7,416 ) Unamortized deferred financing costs (16,983 ) Principal balance of loans secured by Lender Malls in foreclosure (2) 157,689 Total mortgage and other indebtedness, net $ 4,522,480 (1) Excludes the $17,689 non-recourse loan balance secured by Wausau Center, which is in default and receivership. (2) Represents the non-recourse loan balance of $140,000 secured by Chesterfield Mall, which is in default and receivership, and the principal balance of the loan secured by Wausau Center, as described above. |
Schedule of gain (loss) recognized in other comprehensive income (loss) | The following tables provide further information relating to the Company’s interest rate derivatives that were designated as cash flow hedges of interest rate risk in 2016: Location of Location of Gain Recognized Hedging Three Months Ended Three Months Ended Three Months Ended 2017 2016 2017 2016 2017 2016 Interest rate contracts $ — $ 434 Interest $ — $ (443 ) Interest $ — $ — |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The changes in the components of AOCI/L for the three months ended March 31, 2016 are as follows: Redeemable Partners' Unrealized Gains (Losses) - Hedging Agreements Total Beginning balance, January 1, 2016 $ 434 $ (868 ) $ (434 ) OCI before reclassifications 3 874 877 Amounts reclassified from AOCI (1) (437 ) (6 ) (443 ) Net current quarterly period OCI/L (434 ) 868 434 Ending balance, March 31, 2016 $ — $ — $ — (1) Reclassified $443 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016. The changes in the components of AOCI/L for the three months ended March 31, 2016 are as follows: Redeemable The Company Noncontrolling Unrealized Gains (Losses) - Hedging Agreements Total Beginning balance, January 1, 2016 $ 433 $ 1,935 $ (2,802 ) $ (434 ) OCI before reclassifications 3 814 60 877 Amounts reclassified from AOCI (1) (436 ) (2,749 ) 2,742 (443 ) Net current quarterly period OCI/L (433 ) (1,935 ) 2,802 434 Ending balance, March 31, 2016 $ — $ — $ — $ — (1) Reclassified $443 of interest on cash flow hedges to Interest Expense in the condensed consolidated statement of operations. The cash flow hedges matured April 1, 2016. |
Mortgage and Other Notes Rece33
Mortgage and Other Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Mortgage and Other Notes Receivable [Abstract] | |
Schedule of mortgage and other notes receivable | Mortgage and other notes receivable consist of the following: As of March 31, 2017 As of December 31, 2016 Maturity Date Interest Rate Balance Interest Rate Balance Mortgages: Columbia Place Outparcel Feb 2022 5.00% $ 317 5.00% $ 321 One Park Place May 2022 5.00% 1,128 5.00% 1,194 Village Square Mar 2018 3.75% 1,633 3.75% 1,644 Other (1) Dec 2016 - Jan 2047 6.00% - 9.50% 2,521 3.27% - 9.50% 2,521 5,599 5,680 Other Notes Receivable: ERMC Sep 2021 4.00% 3,341 4.00% 3,500 Horizon Group (2) Jul 2017 7.00% 300 7.00% 300 RED Development Inc. Oct 2023 5.00% 6,388 5.00% 6,588 Southwest Theaters Apr 2026 5.00% 719 5.00% 735 10,748 11,123 $ 16,347 $ 16,803 (1) The $1,100 note for The Promenade at D'Ilberville with a maturity date of December 2016 is in default. (2) In January 2017, the maturity date was extended to July 2017. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Information on Reportable Segments | Information on the Company’s reportable segments is presented as follows: Three Months Ended March 31, 2017 Malls Associated Centers Community Centers All Other (1) Total Revenues $ 221,931 $ 9,716 $ 4,564 $ 1,802 $ 238,013 Property operating expenses (2) (66,530 ) (1,914 ) (725 ) (1,180 ) (70,349 ) Interest expense (33,245 ) (642 ) (76 ) (22,238 ) (56,201 ) Gain on sales of real estate assets — — — 5,988 5,988 Segment profit (loss) $ 122,156 $ 7,160 $ 3,763 $ (15,628 ) 117,451 Depreciation and amortization expense (71,220 ) General and administrative expense (16,082 ) Interest and other income 1,404 Gain on extinguishment of debt 4,055 Loss on impairment (3,263 ) Income tax benefit 800 Equity in earnings of unconsolidated affiliates 5,373 Net income $ 38,518 Capital expenditures (3) $ 40,696 $ 567 $ 465 $ 2,128 $ 43,856 Three Months Ended March 31, 2016 Malls Associated Centers Community Centers All Other (1) Total Revenues $ 238,742 $ 10,242 $ 5,482 $ 8,612 $ 263,078 Property operating expenses (2) (75,377 ) (2,572 ) (1,143 ) 2,888 (76,204 ) Interest expense (34,395 ) (1,702 ) (298 ) (18,836 ) (55,231 ) Other expense — — — (9,685 ) (9,685 ) Segment profit (loss) $ 128,970 $ 5,968 $ 4,041 $ (17,021 ) 121,958 Depreciation and amortization expense (76,506 ) General and administrative expense (17,168 ) Interest and other income 360 Gain on extinguishment of debt 6 Loss on impairment (19,685 ) Income tax benefit 537 Equity in earnings of unconsolidated affiliates 32,390 Net income $ 41,892 Capital expenditures (3) $ 48,551 $ 1,426 $ 428 $ 741 $ 51,146 Total Assets Malls Associated Centers Community Centers All Other (1) Total March 31, 2017 $ 5,376,810 $ 249,857 $ 239,745 $ 259,737 $ 6,126,149 December 31, 2016 $ 5,383,937 $ 259,966 $ 215,917 $ 244,820 $ 6,104,640 (1) The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and, prior to the redemption of the Company's redeemable noncontrolling interests during the fourth quarter of 2016, the Company’s former consolidated subsidiary that provided security and maintenance services to third parties. (2) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (3) Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of guarantees | The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 : As of March 31, 2017 Obligation recorded to reflect guaranty Unconsolidated Affiliate Company's Outstanding Percentage Maximum Debt (1) 3/31/2017 12/31/2016 West Melbourne I, LLC - (2) 50% $ 42,697 20% $ 8,539 Feb-2018 (3) $ 86 $ 86 West Melbourne I, LLC - (2) 50% 16,497 20% 3,299 Feb-2018 (3) 33 33 Port Orange I, LLC 50% 57,718 20% 11,544 Feb-2018 (3) 116 116 Ambassador Infrastructure, 65% 11,035 100% (4) 11,035 Dec-2017 (5) 177 177 Total guaranty liability $ 412 $ 412 (1) Excludes any extension options. (2) The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively. (3) The loan has a one -year extension option, which is at the unconsolidated affiliate's election, for an outside maturity date of February 2019. (4) The guaranty will be reduced to 50% on March 1st of such year as payment-in-lieu of taxes ("PILOT") payments received and attributed to the prior calendar year by Ambassador Infrastructure and delivered to the lender are $1,200 or more, provided no event of default exists. The guaranty will be reduced to 20% when the PILOT payments are $1,400 or more, provided no event of default exists. (5) The loan has two one -year extension options, which are at the unconsolidated affiliate's election, for an outside maturity date of December 2019. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation [Abstract] | |
Summary of company stock award | A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2017 , and changes during the three months ended March 31, 2017 , is presented below: Shares Weighted Average Grant-Date Fair Value Nonvested at January 1, 2017 602,162 $ 15.41 Granted 326,424 $ 10.75 Vested (228,634 ) $ 14.83 Forfeited (2,110 ) $ 13.96 Nonvested at March 31, 2017 697,842 $ 13.43 |
Schedule of Assumptions Used in the Monte Carlo Simulation Pricing Model | The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the 2017 PSUs and the 2016 PSUs: 2017 PSUs 2016 PSUs Grant date February 7, 2017 February 10, 2016 Fair value per share on valuation date (1) $ 6.86 $ 4.98 Risk-free interest rate (2) 1.53 % 0.92 % Expected share price volatility (3) 32.85 % 30.95 % (1) The value of the PSU awards are estimated on the date of grant using a Monte Carlo Simulation model. The valuation consisted of computing the fair value using CBL's simulated stock price as well as TSR over a three -year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2017 PSUs consists of 115,082 shares at a fair value of $5.62 per share and 162,294 shares at a fair value of $7.74 per share. (2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date. (3) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three -year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financi37
Noncash Investing and Financing Activities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | The Company’s noncash investing and financing activities were as follows for the three months ended March 31, 2017 and 2016 : Three Months Ended 2017 2016 Accrued dividends and distributions payable $ 54,394 $ 54,569 Additions to real estate assets accrued but not yet paid 14,513 5,326 Deconsolidation upon assignment of interests in joint venture: (1) Decrease in real estate assets (9,131 ) — Decrease in mortgage and other indebtedness 2,466 — Decrease in operating assets and liabilities 1,287 — Decrease in noncontrolling interest and joint venture interest 2,231 — Transfer of real estate assets in settlement of mortgage debt obligation: (2) Decrease in real estate assets (28,218 ) — Decrease in mortgage and other indebtedness 31,953 — Decrease in operating assets and liabilities 320 — Deconsolidation upon formation of joint venture: Decrease in real estate assets — (14,025 ) Increase in investment in unconsolidated affiliate — 14,030 Decrease in accounts payable and accrued liabilities — (5 ) (1) See Note 3 and Note 6 for further details. (2) See Note 4 and Note 6 for more information. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax benefit (provision) | The Company recorded an income tax benefit as follows for the three month periods ended March 31, 2017 and 2016 : Three Months Ended 2017 2016 Current tax benefit $ 2,408 $ 636 Deferred tax provision (1,608 ) (99 ) Income tax benefit $ 800 $ 537 |
Organization and Basis of Pre39
Organization and Basis of Presentation (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2017propertyassociated_centermixed_use_centeroffice_buildingmallcommunity_centersubsidiarystateshares | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of states in which entity operates | state | 27 |
Number of regional malls/open-air centers in which interest is owned by the partnership | 73 |
Number of associated centers in which interest is owned by the partnership | associated_center | 23 |
Number of community centers in which interest is owned by the partnership | community_center | 9 |
Number of office buildings in which interest is owned by the partnership | office_building | 5 |
Number of properties | property | 110 |
CBL & Associates Limited Partnership | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of subsidiaries owned by the company | subsidiary | 2 |
Percentage ownership of the sole general partner in partnership | 1.00% |
Percentage of limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership | 84.80% |
Combined percentage ownership by the subsidiaries in operating partnership | 85.80% |
Consolidated properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of regional malls/open-air centers in which interest is owned by the partnership | 64 |
Number of associated centers in which interest is owned by the partnership | associated_center | 20 |
Number of community centers in which interest is owned by the partnership | community_center | 4 |
Number of office buildings in which interest is owned by the partnership | office_building | 5 |
Number of properties | property | 93 |
Number of mixed-use centers owned | mixed_use_center | 1 |
Number of malls under development | 1 |
Number of malls under expansion | 2 |
Number of malls under redevelopments | 7 |
Number of associated centers under redevelopment | associated_center | 1 |
Percentage ownership interest in qualified subsidiaries | 100.00% |
Percentage of non controlling limited partner interest ownership of CBL's Predecessor in the Operating Partnership | 9.10% |
Percentage of non controlling limited partner interest of third parties in Operating partnership | 5.10% |
Number of company's common stock owned by CBL's Predecessor (in shares) | shares | 3.8 |
Total combined effective interest of CBL's Predecessor in Operating Partnership (as a percent) | 11.00% |
Consolidated properties | CBL & Associates Limited Partnership | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of office buildings in which interest is owned by the partnership | office_building | 2 |
Unconsolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of regional malls/open-air centers in which interest is owned by the partnership | 9 |
Number of associated centers in which interest is owned by the partnership | associated_center | 3 |
Number of community centers in which interest is owned by the partnership | community_center | 5 |
Number of office buildings in which interest is owned by the partnership | office_building | 0 |
Number of properties | property | 17 |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Net cash provided by (used in) operating activities | $ 104,876 | $ 85,777 | |||
Net cash provided by (used in) financing activities | $ 23,852 | (95,505) | |||
Accounting Standards Update 2016-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Net cash provided by (used in) operating activities | $ 129,014 | $ 125,395 | $ 128,471 | 85,979 | |
Net cash provided by (used in) financing activities | (137,408) | (89,378) | (162,861) | (95,707) | |
Accounting Standards Update 2016-09 | Scenario, Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Net cash provided by (used in) operating activities | 128,954 | 125,464 | 128,384 | 85,777 | |
Net cash provided by (used in) financing activities | (137,348) | (89,447) | (162,774) | (95,505) | |
Accounting Standards Update 2016-09 | Restatement Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Net cash provided by (used in) operating activities | 60 | (69) | 87 | 202 | |
Net cash provided by (used in) financing activities | $ (60) | $ 69 | $ (87) | $ (202) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($)outparcel | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term debt, fair value | $ 4,759,526 | $ 4,759,526 | $ 4,737,077 | |
Mortgage and other indebtedness, net | 4,522,480 | 4,522,480 | $ 4,465,294 | |
Loss on impairment | $ 3,263 | $ 19,685 | ||
Number of outparcels with impairment | outparcel | 1 | |||
Outlet Shoppes at Atlanta - Ridgewalk | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 3,147 | |||
Fair Value | 0 | $ 0 | ||
Investment in consolidated joint venture, fair value | $ 1,000 | 1,000 | ||
Outlet Mall and Outparcel Sale | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 3,263 | |||
Outparcel Sale | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 116 | |||
Number of properties disposed of | outparcel | 1 |
Acquisitions and Dispositions A
Acquisitions and Dispositions Acquisitions (Details) $ in Thousands | 1 Months Ended | |
Mar. 31, 2017store | Jan. 31, 2017USD ($)store | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Land | $ 49,663 | |
Building and improvements | 16,779 | |
Tenant improvements | 4,611 | |
Above-market leases | 681 | |
In-place leases | 8,943 | |
Total assets | 80,677 | |
Below-market leases | (878) | |
Net assets acquired | $ 79,799 | |
Sears Department Stores | ||
Business Acquisition [Line Items] | ||
Number of stores acquired | store | 5 | |
Minimum period of lease before termination (in years) | 2 years | |
Sears Auto Centers | ||
Business Acquisition [Line Items] | ||
Number of stores acquired | store | 2 | |
Minimum period of lease before termination (in years) | 1 year | |
Sears Department Stores and Auto Centers | ||
Business Acquisition [Line Items] | ||
Consideration paid | $ 72,765 | |
Transaction costs | $ 265 | |
Term of lease (in years) | 10 years | |
Initial base rent | $ 5,075 | |
Decrease in rent for third through tenth years of leases | 0.25% | |
Required notice period for cancellation of lease (in months) | 6 months | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Land | $ 45,028 | |
Building and improvements | 14,814 | |
Tenant improvements | 4,234 | |
Above-market leases | 681 | |
In-place leases | 8,364 | |
Total assets | 73,121 | |
Below-market leases | (356) | |
Net assets acquired | $ 72,765 | |
Jefferson Mall | ||
Business Acquisition [Line Items] | ||
Minimum period of lease before termination (in years) | 4 years | |
Macy's | ||
Business Acquisition [Line Items] | ||
Number of stores acquired | store | 4 | |
Consideration paid | $ 7,034 | |
Transaction costs | 34 | |
Annual maintenance charge | 19 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Land | 4,635 | |
Building and improvements | 1,965 | |
Tenant improvements | 377 | |
Above-market leases | 0 | |
In-place leases | 579 | |
Total assets | 7,556 | |
Below-market leases | (522) | |
Net assets acquired | $ 7,034 | |
Macy's | ||
Business Acquisition [Line Items] | ||
Number of stores closed | store | 3 | |
Above-market leases | Sears Department Stores and Auto Centers | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Weighted average amortization period (in years) | 2 years | |
Above-market leases | Macy's | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Weighted average amortization period (in years) | 0 years | |
In-place leases | Sears Department Stores and Auto Centers | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Weighted average amortization period (in years) | 2 years 2 months | |
In-place leases | Macy's | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Weighted average amortization period (in years) | 2 years 1 month 28 days | |
Below-market leases | Sears Department Stores and Auto Centers | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Weighted average amortization period (in years) | 5 years 4 months 20 days | |
Below-market leases | Macy's | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Weighted average amortization period (in years) | 2 years 1 month 28 days |
Dispositions (Details)
Dispositions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2017USD ($) | Mar. 31, 2017USD ($)outparcel | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on impairment | $ 3,263 | $ 19,685 | ||
Gain on extinguishment of debt | 4,055 | 6 | ||
Gain on sales of real estate assets | 5,988 | 0 | ||
One and Two Oyster Point | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Sales Price, Gross | $ 6,250 | |||
Sales Price, Net | 6,142 | |||
Gain | 0 | |||
Loss on impairment | $ 3,844 | |||
Midland Mall | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on impairment | 4,681 | |||
Balance of Non-recourse Debt | 31,953 | |||
Gain on extinguishment of debt | $ 4,055 | |||
Non-cash default interest expense | $ 479 | |||
Outparcel Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sales of real estate assets | $ 5,988 | |||
Number of properties disposed of | outparcel | 5 |
Unconsolidated Affiliates and44
Unconsolidated Affiliates and Noncontrolling Interests (Unconsolidated Affiliates) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)entity | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Number of entities - equity method of accounting | entity | 17 | ||
ASSETS | |||
Investment in real estate assets | $ 2,142,570 | $ 2,137,666 | |
Accumulated depreciation | (580,084) | (564,612) | |
Real estate investment net, before development in process | 1,562,486 | 1,573,054 | |
Developments in progress | 11,182 | 9,210 | |
Net investment in real estate assets | 1,573,668 | 1,582,264 | |
Other assets | 212,682 | 223,347 | |
Total assets | 1,786,350 | 1,805,611 | |
LIABILITIES | |||
Mortgage and other indebtedness, net | 1,260,645 | 1,266,046 | |
Other liabilities | 41,864 | 46,160 | |
Total liabilities | 1,302,509 | 1,312,206 | |
OWNERS' EQUITY | |||
The Company | 224,340 | 228,313 | |
Other investors | 259,501 | 265,092 | |
Total owners' equity | 483,841 | 493,405 | |
Total liabilities and owners' equity | 1,786,350 | $ 1,805,611 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Total revenues | 59,699 | $ 64,204 | |
Depreciation and amortization | (20,629) | (20,610) | |
Interest income | 400 | 336 | |
Interest expense | (12,838) | (13,489) | |
Operating expenses | (18,748) | (20,072) | |
Income from continuing operations before gain on sales of real estate assets | 7,884 | 10,369 | |
Gain on sales of real estate assets | (71) | 80,959 | |
Net income | $ 7,813 | 91,328 | |
Ambassador Infrastructure, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 65.00% | ||
Ambassador Town Center JV, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 65.00% | ||
CBL/T-C, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
CBL-TRS Joint Venture, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
El Paso Outlet Outparcels, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Fremaux Town Center JV, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 65.00% | ||
G&I VIII CBL Triangle LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 10.00% | ||
Governor’s Square IB | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Governor’s Square Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 47.50% | ||
JG Gulf Coast Town Center LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Kentucky Oaks Mall Company | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Mall of South Carolina L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Mall of South Carolina Outparcel L.P. | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Port Orange I, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
River Ridge Mall JV, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 25.00% | ||
West Melbourne I, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
York Town Center, LP | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of equity interest in real estate property | 50.00% | ||
Parent Company | |||
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Net income | $ 5,373 | $ 32,390 |
Unconsolidated Affiliates and45
Unconsolidated Affiliates and Noncontrolling Interests (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Third Party Interests | ||
Schedule of Equity Method Investments [Line Items] | ||
Redeemable interests | $ 15,472 | $ 17,996 |
Noncontrolling interests | 96,766 | 100,035 |
Other Consolidated Subsidiaries | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interests | 9,319 | 12,103 |
Noncontrolling Interests | ||
Schedule of Equity Method Investments [Line Items] | ||
Noncontrolling interests | $ 106,085 | $ 112,138 |
Parent Company | Woodstock GA Investments LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of equity interest in real estate property | 75.00% | |
Corporate Joint Venture | Woodstock GA Investments LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of equity interest in real estate property | 25.00% |
Mortgage and Other Indebtedne46
Mortgage and Other Indebtedness (Details) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2017USD ($)loanextension_optioncredit_line | Feb. 28, 2017USD ($) | Jan. 31, 2017USD ($) | Mar. 31, 2017USD ($)loanextension_optioncredit_line | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 4.65% | 4.65% | 4.82% | |||
Long-term debt, percentage bearing fixed interest, amount | $ 3,389,900,000 | $ 3,389,900,000 | $ 3,594,379,000 | |||
Mortgage and other indebtedness amount carrying value | 1,149,563,000 | 1,149,563,000 | 888,770,000 | |||
Total fixed-rate and variable-rate debt | 4,539,463,000 | 4,539,463,000 | 4,483,149,000 | |||
Unamortized deferred financing costs | (16,983,000) | (16,983,000) | (17,855,000) | |||
Total mortgage and other indebtedness, net | $ 4,522,480,000 | 4,522,480,000 | $ 4,465,294,000 | |||
Repayments of Long-term Debt | 159,726,000 | |||||
Gain on extinguishment of debt | $ 4,055,000 | $ 6,000 | ||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Notice required to redeem debt, term | 30 days | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Notice required to redeem debt, term | 60 days | |||||
Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 5.46% | 5.46% | 5.48% | |||
Variable Rate Interest Member | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 2.28% | 2.28% | 2.15% | |||
Wells Fargo Bank | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, outstanding | $ 150,000 | $ 150,000 | ||||
Senior Unsecured Notes | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 5.25% | 5.25% | ||||
Senior Notes Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, percentage bearing fixed interest, amount | $ 299,941,000 | $ 299,941,000 | $ 299,939,000 | |||
Unamortized debt discount | 59,000 | 59,000 | $ 61,000 | |||
Debt instrument, face amount | $ 300,000,000 | $ 300,000,000 | ||||
Senior Notes Due 2024 | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 4.60% | 4.60% | 4.60% | |||
Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, percentage bearing fixed interest, amount | $ 394,367,000 | $ 394,367,000 | $ 394,260,000 | |||
Unamortized debt discount | 5,633,000 | 5,633,000 | $ 5,740,000 | |||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | ||||
Senior Notes Due 2026 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt to total assets (as a percent) | 40.00% | 40.00% | ||||
Senior Notes Due 2026 | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 5.95% | 5.95% | 5.95% | |||
Senior Notes Due 2023 and 2024 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt to total assets (as a percent) | 40.00% | 40.00% | ||||
Senior Notes Due 2023 and 2024 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt to total assets (as a percent) | 45.00% | 45.00% | ||||
Senior Notes Due 2023 and 2024 | Fixed Rate Interest | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, increase in variable interest rate | 0.25% | 0.25% | ||||
Senior Notes Due 2023 and 2024 | Fixed Rate Interest | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, increase in variable interest rate | 1.00% | 1.00% | ||||
Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Number of unsecured term loans | loan | 3 | 3 | ||||
Non-recourse loans on operating properties | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, percentage bearing fixed interest, amount | $ 2,248,936,000 | $ 2,248,936,000 | $ 2,453,628,000 | |||
Mortgage and other indebtedness amount carrying value | $ 16,488,000 | 16,488,000 | $ 19,055,000 | |||
Debt instrument, default minimum | $ 50,000,000 | |||||
Non-recourse loans on operating properties | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 5.53% | 5.53% | 5.55% | |||
Non-recourse loans on operating properties | Variable Rate Interest Member | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 2.90% | 2.90% | 3.13% | |||
Senior Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, percentage bearing fixed interest, amount | $ 446,656,000 | $ 446,656,000 | $ 446,552,000 | |||
Unamortized debt discount | 3,344,000 | 3,344,000 | $ 3,448,000 | |||
Debt instrument, face amount | $ 450,000,000 | $ 450,000,000 | ||||
Senior Notes Due 2023 | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 5.25% | 5.25% | 5.25% | |||
Recourse term loans on operating properties | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | $ 24,727,000 | $ 24,727,000 | $ 24,428,000 | |||
Debt instrument, default minimum | $ 150,000,000 | |||||
Recourse term loans on operating properties | Variable Rate Interest Member | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 3.46% | 3.46% | 3.29% | |||
Construction loan | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | $ 56,243,000 | $ 56,243,000 | $ 39,263,000 | |||
Construction loan | Variable Rate Interest Member | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 3.28% | 3.28% | 3.12% | |||
Unsecured lines of credit | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | $ 252,105,000 | $ 252,105,000 | $ 6,024,000 | |||
Unsecured lines of credit | Variable Rate Interest Member | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 2.03% | 2.03% | 1.82% | |||
Unsecured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | $ 800,000,000 | $ 800,000,000 | $ 800,000,000 | |||
Unsecured term loans | Variable Rate Interest Member | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 2.23% | 2.23% | 2.04% | |||
Debt Covenant Requirement | Senior Unsecured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt to total assets (as a percent) | 45.00% | 45.00% | ||||
Total debt to total asset value (as a percent) | 60.00% | 60.00% | ||||
Total Unencumbered Assets to Unsecured Debt (as a percent) | 150.00% | 150.00% | ||||
Consolidated income available for debt service to annual debt service charge (as a percent) | 150.00% | 150.00% | ||||
Debt Covenant Requirement | Unsecured Credit Facility and Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total debt to total asset value (as a percent) | 60.00% | 60.00% | ||||
Total Unencumbered Assets to Unsecured Debt (as a percent) | 160.00% | 160.00% | ||||
Unencumbered NOI to unsecured interest expense (as a percent) | 175.00% | 175.00% | ||||
EBITDA to fixed charges (debt service) (as a percent) | 150.00% | 150.00% | ||||
Debt Covenant Ratios Actual | Senior Unsecured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Secured debt to total assets (as a percent) | 27.00% | 27.00% | ||||
Total debt to total asset value (as a percent) | 53.00% | 53.00% | ||||
Total Unencumbered Assets to Unsecured Debt (as a percent) | 211.00% | 211.00% | ||||
Consolidated income available for debt service to annual debt service charge (as a percent) | 310.00% | 310.00% | ||||
Debt Covenant Ratios Actual | Unsecured Credit Facility and Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total debt to total asset value (as a percent) | 49.00% | 49.00% | ||||
Total Unencumbered Assets to Unsecured Debt (as a percent) | 230.00% | 230.00% | ||||
Unencumbered NOI to unsecured interest expense (as a percent) | 370.00% | 370.00% | ||||
EBITDA to fixed charges (debt service) (as a percent) | 250.00% | 250.00% | ||||
Treasury Rate | Senior Notes Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, basis spread on variable rate | 0.35% | 0.35% | ||||
Treasury Rate | Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, basis spread on variable rate | 0.50% | 0.50% | ||||
Treasury Rate | Senior Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, basis spread on variable rate | 0.40% | 0.40% | ||||
Unsecured lines of credit | ||||||
Debt Instrument [Line Items] | ||||||
Number of unsecured term loans | credit_line | 3 | 3 | ||||
Mortgage and other indebtedness amount carrying value | $ 252,105,000 | $ 252,105,000 | ||||
Loan agreement, basis spread on variable rate (as a percentage) | 1.20% | |||||
Annual facility Fee (percent) | 0.25% | |||||
Total Capacity | 1,100,000,000 | $ 1,100,000,000 | ||||
Unsecured lines of credit | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Loan agreement, basis spread on variable rate (as a percentage) | 0.875% | |||||
Annual facility Fee (percent) | 0.125% | |||||
Unsecured lines of credit | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Loan agreement, basis spread on variable rate (as a percentage) | 1.55% | |||||
Annual facility Fee (percent) | 0.30% | |||||
Wells Fargo - Facility A | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | 0 | $ 0 | ||||
Total Capacity | 500,000,000 | 500,000,000 | ||||
Unsecured Line of Credit, First Tennessee | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | 27,400,000 | 27,400,000 | ||||
Total Capacity | 100,000,000 | 100,000,000 | ||||
Wells Fargo - Facility B | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness amount carrying value | 224,705,000 | 224,705,000 | ||||
Total Capacity | 500,000,000 | 500,000,000 | ||||
Wells Fargo Bank | ||||||
Debt Instrument [Line Items] | ||||||
Total Capacity | 30,000,000 | 30,000,000 | ||||
First Tennessee Bank | ||||||
Debt Instrument [Line Items] | ||||||
Total Capacity | 20,000,000 | 20,000,000 | ||||
Unsecured Term Loan 2 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 350,000,000 | $ 350,000,000 | ||||
Loan agreement, basis spread on variable rate (as a percentage) | 1.35% | |||||
Number of extension options available | extension_option | 2 | 2 | ||||
Debt instrument, option extension term (in years) | 1 year | |||||
Interest Rate at Repayment Date | 2.13% | 2.13% | ||||
Unsecured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | ||||
Loan agreement, basis spread on variable rate (as a percentage) | 1.50% | |||||
Interest Rate at Repayment Date | 2.28% | 2.28% | ||||
Unsecured Term Loan 3 | ||||||
Debt Instrument [Line Items] | ||||||
Weighted Average Interest Rate (percent) | 2.53% | 2.53% | ||||
Debt instrument, face amount | $ 50,000,000 | $ 50,000,000 | ||||
Loan agreement, basis spread on variable rate (as a percentage) | 1.55% | |||||
Wells Fargo Bank | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, extension fee (percent) | 0.15% | |||||
Wells Fargo Bank | Unsecured Line of Credit, First Tennessee | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, extension fee (percent) | 0.20% | |||||
Chesterfield Mall and Wausau Center | Mortgages | ||||||
Debt Instrument [Line Items] | ||||||
Total mortgage and other indebtedness, net | 157,689,000 | $ 157,689,000 | ||||
Debt instrument, default amount | 157,689,000 | 157,689,000 | ||||
Outlet Shoppes at Atlanta - Ridgewalk | Mortgages | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, default amount | $ 2,466,000 | $ 2,466,000 | ||||
Midland Mall | Mortgages | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, default amount | $ 31,953,000 | |||||
Gain on extinguishment of debt | $ 4,055,000 | |||||
The Plaza at Fayette Mall | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate at Repayment Date | 5.67% | |||||
Repayments of Long-term Debt | $ 37,146,000 | |||||
The Shoppes at St Clair | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate at Repayment Date | 5.67% | |||||
Repayments of Long-term Debt | $ 18,827,000 | |||||
Hamilton Corner | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate at Repayment Date | 5.67% | |||||
Repayments of Long-term Debt | $ 14,227,000 | |||||
Layton Hills Mall | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate at Repayment Date | 5.66% | 5.66% | ||||
Repayments of Long-term Debt | $ 89,526,000 |
Mortgage and Other Indebtedne47
Mortgage and Other Indebtedness (Scheduled Principal Payments) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)loan | Dec. 31, 2015 | Dec. 31, 2016USD ($) | |
Schedule of principal repayments [Abstract] | |||
2,017 | $ 571,982 | ||
2,018 | 722,481 | ||
2,019 | 318,457 | ||
2,020 | 433,689 | ||
2,021 | 455,026 | ||
Thereafter | 1,887,555 | ||
Mortgage and other indebtedness | 4,389,190 | ||
Unamortized premiums and discounts, net | (7,416) | ||
Unamortized deferred financing costs | (16,983) | $ (17,855) | |
Total mortgage and other indebtedness, net | $ 4,522,480 | $ 4,465,294 | |
Weighted average maturity of mortgage and other indebtedness (in years) | 4 years 3 months | 4 years 4 months 24 days | |
Acadania Mall | |||
Schedule of principal repayments [Abstract] | |||
Secured debt | $ 124,998 | ||
Mortgages | Chesterfield Mall and Wausau Center | |||
Schedule of principal repayments [Abstract] | |||
Total mortgage and other indebtedness, net | 157,689 | ||
Mortgages | Wausau Center | |||
Schedule of principal repayments [Abstract] | |||
Total mortgage and other indebtedness, net | 17,689 | ||
Mortgages | Chesterfield Mall | |||
Schedule of principal repayments [Abstract] | |||
Total mortgage and other indebtedness, net | 140,000 | ||
Principal amortization | |||
Schedule of principal repayments [Abstract] | |||
2,017 | 34,936 | ||
Operating property loan | |||
Schedule of principal repayments [Abstract] | |||
2,017 | $ 187,046 | ||
Number of operating property loans | loan | 2 | ||
Unsecured Term Loan | |||
Schedule of principal repayments [Abstract] | |||
2,017 | $ 350,000 |
Mortgage and Other Indebtedne48
Mortgage and Other Indebtedness (Derivative Instrument Risk) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss Recognized in Earnings (Effective Portion) | $ 0 | $ (443) |
Gain Recognized in Earnings (Ineffective Portion) | 0 | 0 |
Interest rate contracts/hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain Recognized in OCI/L (Effective Portion) | $ 0 | $ 434 |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | $ 1,340,852 | $ 1,399,599 |
OCI before reclassifications | 877 | |
Amounts reclassified from AOCI | (443) | |
Total other comprehensive income | 0 | 434 |
Ending Balance | 1,314,452 | 1,379,896 |
Redeemable Noncontrolling Interests/Redeemable Common Units, Unrealized Gains (Losses) - Hedging Agreements | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | 433 | |
OCI before reclassifications | 3 | |
Amounts reclassified from AOCI | (436) | |
Total other comprehensive income | (433) | |
Ending Balance | 0 | |
The Company/Partners' Capital, Unrealized Gains (Losses) - Hedging Agreements | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | 1,935 | |
OCI before reclassifications | 814 | |
Amounts reclassified from AOCI | (2,749) | |
Total other comprehensive income | (1,935) | |
Ending Balance | 0 | |
Noncontrolling Interests, Unrealized Gains (Losses) - Hedging Agreements | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (2,802) | |
OCI before reclassifications | 60 | |
Amounts reclassified from AOCI | 2,742 | |
Total other comprehensive income | 2,802 | |
Ending Balance | 0 | |
Total | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (434) | |
Ending Balance | 0 | |
CBL & Associates Limited Partnership | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
OCI before reclassifications | 877 | |
Amounts reclassified from AOCI | (443) | |
Total other comprehensive income | $ 0 | 434 |
CBL & Associates Limited Partnership | Redeemable Noncontrolling Interests/Redeemable Common Units, Unrealized Gains (Losses) - Hedging Agreements | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | 434 | |
OCI before reclassifications | 3 | |
Amounts reclassified from AOCI | (437) | |
Total other comprehensive income | (434) | |
Ending Balance | 0 | |
CBL & Associates Limited Partnership | The Company/Partners' Capital, Unrealized Gains (Losses) - Hedging Agreements | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (868) | |
OCI before reclassifications | 874 | |
Amounts reclassified from AOCI | (6) | |
Total other comprehensive income | 868 | |
Ending Balance | 0 | |
CBL & Associates Limited Partnership | Total | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (434) | |
Ending Balance | $ 0 |
Comprehensive Income (Narrative
Comprehensive Income (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified from AOCI, Hedging Agreements | $ 0 | $ 443 |
CBL & Associates Limited Partnership | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified from AOCI, Hedging Agreements | $ 0 | $ 443 |
Mortgage and Other Notes Rece51
Mortgage and Other Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Mortgage and Other Notes Receivable [Line Items] | |||
Percentage of assignment of the partnership interest | 100.00% | ||
Mortgage and other notes receivable | [1] | $ 16,347 | $ 16,803 |
Mortgages | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Mortgage and other notes receivable | $ 5,599 | $ 5,680 | |
Mortgages | Columbia Place Outparcel | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 5.00% | 5.00% | |
Mortgage and other notes receivable | $ 317 | $ 321 | |
Mortgages | One Park Place | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 5.00% | 5.00% | |
Mortgage and other notes receivable | $ 1,128 | $ 1,194 | |
Mortgages | Village Square | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 3.75% | 3.75% | |
Mortgage and other notes receivable | $ 1,633 | $ 1,644 | |
Mortgages | Other | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Mortgage and other notes receivable | $ 2,521 | $ 2,521 | |
Mortgages | Other | Minimum | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 6.00% | 3.27% | |
Mortgages | Other | Maximum | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 9.50% | 9.50% | |
Mortgages | The Promenade at Dlberville | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Mortgage and other notes receivable | $ 1,100 | ||
Other Notes Receivable | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Mortgage and other notes receivable | $ 10,748 | $ 11,123 | |
Other Notes Receivable | ERMC | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 4.00% | 4.00% | |
Mortgage and other notes receivable | $ 3,341 | $ 3,500 | |
Other Notes Receivable | Horizon Group | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 7.00% | 7.00% | |
Mortgage and other notes receivable | $ 300 | $ 300 | |
Other Notes Receivable | RED Development Inc. | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 5.00% | 5.00% | |
Mortgage and other notes receivable | $ 6,388 | $ 6,588 | |
Other Notes Receivable | Southwest Theaters | |||
Mortgage and Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 5.00% | 5.00% | |
Mortgage and other notes receivable | $ 719 | $ 735 | |
[1] | As of March 31, 2017, includes $663,290 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $444,033 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 5. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 238,013 | $ 263,078 | ||
Property operating expenses | (70,349) | (76,204) | ||
Interest expense | (56,201) | (55,231) | ||
Other expense | 0 | (9,685) | ||
Gain on sales of real estate assets | 5,988 | 0 | ||
Segment profit (loss) | 117,451 | 121,958 | ||
Depreciation and amortization expense | (71,220) | (76,506) | ||
General and administrative expense | (16,082) | (17,168) | ||
Interest and other income | 1,404 | 360 | ||
Gain on extinguishment of debt | 4,055 | 6 | ||
Loss on impairment | (3,263) | (19,685) | ||
Income tax benefit | 800 | 537 | ||
Equity in earnings of unconsolidated affiliates | 5,373 | 32,390 | ||
Net income | 38,518 | 41,892 | ||
Capital expenditures | 43,856 | 51,146 | ||
Total Assets | [1] | 6,126,149 | $ 6,104,640 | |
Malls | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 221,931 | 238,742 | ||
Property operating expenses | (66,530) | (75,377) | ||
Interest expense | (33,245) | (34,395) | ||
Other expense | 0 | |||
Gain on sales of real estate assets | 0 | |||
Segment profit (loss) | 122,156 | 128,970 | ||
Capital expenditures | 40,696 | 48,551 | ||
Total Assets | 5,376,810 | 5,383,937 | ||
Associated Centers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,716 | 10,242 | ||
Property operating expenses | (1,914) | (2,572) | ||
Interest expense | (642) | (1,702) | ||
Other expense | 0 | |||
Gain on sales of real estate assets | 0 | |||
Segment profit (loss) | 7,160 | 5,968 | ||
Capital expenditures | 567 | 1,426 | ||
Total Assets | 249,857 | 259,966 | ||
Community Centers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,564 | 5,482 | ||
Property operating expenses | (725) | (1,143) | ||
Interest expense | (76) | (298) | ||
Other expense | 0 | |||
Gain on sales of real estate assets | 0 | |||
Segment profit (loss) | 3,763 | 4,041 | ||
Capital expenditures | 465 | 428 | ||
Total Assets | 239,745 | 215,917 | ||
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,802 | 8,612 | ||
Property operating expenses | (1,180) | 2,888 | ||
Interest expense | (22,238) | (18,836) | ||
Other expense | (9,685) | |||
Gain on sales of real estate assets | 5,988 | |||
Segment profit (loss) | (15,628) | (17,021) | ||
Capital expenditures | 2,128 | $ 741 | ||
Total Assets | $ 259,737 | $ 244,820 | ||
[1] | As of March 31, 2017, includes $663,290 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $444,033 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 5. |
Equity and Capital (Details)
Equity and Capital (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 01, 2013 | |
Targeted or Tracking Stock, Stock [Line Items] | |||
Common stock offering, maximum aggregate price | $ 300,000,000 | ||
Commission to sales agent, maximum (percent) | 2.00% | ||
Number of shares settled | 330,938 | 323,353 | |
Common stock offering, maximum aggregate price still available | $ 88,507,000 | ||
At The Market Stock Sales | |||
Targeted or Tracking Stock, Stock [Line Items] | |||
Number of shares settled | 8,419,298 | ||
Weighted-average sales price (in usd per share) | $ 25.12 |
Earnings Per Share and Earnin54
Earnings Per Share and Earnings per Unit (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from the computation of EPS (in shares) | 0 | 0 |
CBL & Associates Limited Partnership | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from the computation of EPS (in shares) | 0 | 0 |
Contingencies (Details)
Contingencies (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental liability insurance, maximum coverage per incident | $ 10,000,000 |
Environmental liability insurance, annual coverage limit. | $ 50,000,000 |
Contingencies (Guarantees) (Det
Contingencies (Guarantees) (Details) | 3 Months Ended | |
Mar. 31, 2017USD ($)extension_option | Dec. 31, 2016USD ($) | |
Guarantor Obligations [Line Items] | ||
Obligation recorded to reflect guaranty | $ 412,000 | $ 412,000 |
Total amount outstanding on bonds | $ 16,828,000 | 21,446,000 |
West Melbourne I, LLC - Phase I (2) | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 42,697,000 | |
Percentage Guaranteed by the Operating Partnership | 20.00% | |
Maximum Guaranteed Amount | $ 8,539,000 | |
Obligation recorded to reflect guaranty | $ 86,000 | 86,000 |
West Melbourne I, LLC - Phase II (2) | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 16,497,000 | |
Percentage Guaranteed by the Operating Partnership | 20.00% | |
Maximum Guaranteed Amount | $ 3,299,000 | |
Obligation recorded to reflect guaranty | $ 33,000 | 33,000 |
Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 57,718,000 | |
Percentage Guaranteed by the Operating Partnership | 20.00% | |
Maximum Guaranteed Amount | $ 11,544,000 | |
Obligation recorded to reflect guaranty | $ 116,000 | 116,000 |
Ambassador Infrastructure, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 65.00% | |
Outstanding Balance | $ 11,035,000 | |
Percentage Guaranteed by the Operating Partnership | 100.00% | |
Maximum Guaranteed Amount | $ 11,035,000 | |
Obligation recorded to reflect guaranty | $ 177,000 | $ 177,000 |
Debt instrument, option extension term (in years) | 1 year | |
Number of extension options available | extension_option | 2 | |
West Melbourne I, II and Port Orange I | ||
Guarantor Obligations [Line Items] | ||
Debt instrument, option extension term (in years) | 1 year | |
Ambassador Infrastructure, following any calendar year in which PILOT payments received are $1,200 or more | ||
Guarantor Obligations [Line Items] | ||
Percentage Guaranteed by the Operating Partnership | 50.00% | |
PILOT payment threshold for change in guarantors percentage | $ 1,200,000 | |
Ambassador Infrastructure, following any calendar year in which PILOT payments received are $1,400 or more | ||
Guarantor Obligations [Line Items] | ||
Percentage Guaranteed by the Operating Partnership | 20.00% | |
PILOT payment threshold for change in guarantors percentage | $ 1,400,000 | |
York Town Center, LP | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Maximum guaranteed amount of YTC's performance | $ 22,000,000 | |
Annual reductions to guarantors obligations | 800,000 | |
Guaranteed minimum exposure amount | 10,000,000 | |
Maximum guaranteed obligation | $ 14,000,000 | |
Reimburse Obligations (as a percent) | 50.00% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ / shares in Units, $ in Thousands | Feb. 07, 2017$ / shares | Feb. 10, 2016$ / shares | Mar. 31, 2017USD ($)installmentplan$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of share-based compensation plans | plan | 2 | ||||
Number of shares authorized under plan | shares | 10,400,000 | ||||
Share-based compensation cost capitalized as part of real estate assets | $ | $ 129 | $ 114 | |||
Weighted Average Grant-Date Fair Value | |||||
Unrecognized compensation cost related to nonvested stock awards | $ | $ 8,755 | ||||
Compensation cost to be recognized over a weighted average period | 3 years 1 month 6 days | ||||
Vested at conclusion of performance period | |||||
Weighted Average Grant-Date Fair Value | |||||
Vesting percentage | 60.00% | ||||
Remaining percentage after performance period | |||||
Weighted Average Grant-Date Fair Value | |||||
Vesting percentage | 40.00% | ||||
Vested each year for the first two anniversaries after conclusion of performance period | |||||
Weighted Average Grant-Date Fair Value | |||||
Vesting percentage | 20.00% | ||||
Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ | $ 1,430 | 1,544 | |||
Shares | |||||
Nonvested, beginning of period (in shares) | shares | 602,162 | ||||
Granted (in shares) | shares | 326,424 | ||||
Vested (in shares) | shares | (228,634) | ||||
Forfeited (in shares) | shares | (2,110) | ||||
Nonvested, end of period (in shares) | shares | 697,842 | ||||
Weighted Average Grant-Date Fair Value | |||||
Weighted average grant date fair value, nonvested, beginning of period (in dollars per share) | $ / shares | $ 15.41 | ||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 10.75 | ||||
Weighted average grant date fair value, vested (in dollars per share) | $ / shares | 14.83 | ||||
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares | 13.96 | ||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 13.43 | ||||
Number of annual installment for awards to vest | installment | 4 | ||||
Restricted Stock Awards | Vested on date of grant | |||||
Weighted Average Grant-Date Fair Value | |||||
Vesting percentage | 20.00% | ||||
Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ | $ 344 | $ 258 | |||
Shares | |||||
Granted (in shares) | shares | 277,376 | 282,995 | 138,680 | ||
Weighted Average Grant-Date Fair Value | |||||
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | $ 6.86 | $ 4.98 | $ 15.52 | ||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 6.86 | $ 4.98 | |||
Unrecognized compensation cost related to nonvested stock awards | $ | $ 3,564 | ||||
Performance period (in years) | 3 years | ||||
Risk-free interest rate (as a percent) | 1.53% | 0.92% | |||
Expected share price volatility (as a percent) | 32.85% | 30.95% | |||
Chief Executive Officer | |||||
Shares | |||||
Granted (in shares) | shares | 115,082 | ||||
Weighted Average Grant-Date Fair Value | |||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 5.62 | ||||
Officer | |||||
Shares | |||||
Granted (in shares) | shares | 162,294 | ||||
Weighted Average Grant-Date Fair Value | |||||
Weighted average grant date fair value, nonvested, end of period (in dollars per share) | $ / shares | $ 7.74 |
Noncash Investing and Financi58
Noncash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Significant Noncash Transactions [Line Items] | ||
Accrued dividends and distributions payable | $ 54,394 | $ 54,569 |
Additions to real estate assets accrued but not yet paid | 14,513 | 5,326 |
Decrease in noncontrolling interest and joint venture interest | 2,231 | |
Corporate Joint Venture | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | (9,131) | 0 |
Decrease in mortgage and other indebtedness | 2,466 | 0 |
Decrease in operating assets and liabilities | 1,287 | 0 |
Decrease in noncontrolling interest and joint venture interest | 2,231 | 0 |
Partnership Interest | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | 0 | (14,025) |
Decrease in operating assets and liabilities | 0 | (5) |
Increase in investment in unconsolidated affiliate | 0 | 14,030 |
Outlet Shoppes at Atlanta - Ridgewalk | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | (28,218) | 0 |
Decrease in mortgage and other indebtedness | 31,953 | 0 |
Decrease in operating assets and liabilities | $ 320 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Percentage of taxable income required to be distributed to shareholders | 90.00% | ||
State tax expense | $ 872 | $ 1,027 | |
Current tax benefit | 2,408 | 636 | |
Deferred tax provision | (1,608) | (99) | |
Income tax benefit | 800 | $ 537 | |
Net deferred tax asset | $ 6,641 | $ 5,841 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Subsequent Event [Line Items] | ||||
Gain on sales of real estate assets | $ 5,988 | $ 0 | ||
Parent Company | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage sold | 75.00% | |||
Corporate Joint Venture | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage sold | 25.00% | |||
Outlet Shoppes at Oklahoma City | Mortgages | ||||
Subsequent Event [Line Items] | ||||
Debt retired | $ 61,779 | |||
Outlet Shoppes at Oklahoma City | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Sales price, gross | $ 130,000 | |||
Gain on sales of real estate assets | $ 50,138 | |||
Defeasance fees | $ 5,525 |