CBL-12.31.2013-10K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013
 
Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
 
COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)
COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)
______________
 
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware (CBL & Associates Properties, Inc.)
Delaware (CBL & Associates Limited Partnership)
(State or other jurisdiction of incorporation or organization)
 
62-1545718
62-1542285
(I.R.S. Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500
Chattanooga, TN
(Address of principal executive offices)
 
37421
(Zip Code)
Registrant’s telephone number, including area code:  423.855.0001
Securities registered pursuant to Section 12(b) of the Act:
CBL & Associates Properties, Inc.:
Title of each Class
 
Name of each exchange on
which registered
Common Stock, $0.01 par value 
 
New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value 
 
New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value 
 
New York Stock Exchange

CBL & Associates Limited Partnership: None

Securities registered pursuant to Section 12(g) of the Act:
CBL & Associates Properties, Inc.: None
CBL & Associates Limited Partnership: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
CBL & Associates Properties, Inc.
 
 Yes x   
No o
CBL & Associates Limited Partnership
 
 Yes x   
No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
CBL & Associates Properties, Inc.
 
 Yes o  
No x
CBL & Associates Limited Partnership
 
 Yes o  
No x

 



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
CBL & Associates Properties, Inc.
 
 Yes x   
No o
CBL & Associates Limited Partnership
 
 Yes x   
No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
CBL & Associates Properties, Inc.
 
 Yes x   
No o
CBL & Associates Limited Partnership
 
 Yes x   
No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
CBL & Associates Properties, Inc.
 Large accelerated filer x
Accelerated filer o
 Non-accelerated filer o 
Smaller Reporting Company o
CBL & Associates Limited Partnership
 Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller Reporting Company o
                                                                                                                    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
CBL & Associates Properties, Inc.
 
 Yes o  
No x
CBL & Associates Limited Partnership
 
 Yes o  
No x
                                        
The aggregate market value of the 169,529,371 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2013 was $3,567,059,127, based on the closing price of $21.42 per share on the New York Stock Exchange on June 28, 2013. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)
 
As of February 24, 2014, 170,266,519 shares of common stock were outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2014 Annual Meeting of Stockholders are incorporated by reference in Part III.


EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2013 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.
The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2013, 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 84.2% limited partner interest for a combined interest held by the Company of 85.2%.
As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.
We believe that combining the two annual reports on Form 10-K for the Company and the Operating Partnership provides the following benefits:
•
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
•
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
•
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.
In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial information for the Company and the Operating Partnership:
•
consolidated financial statements;
•
certain accompanying notes to consolidated financial statements, including Note 2- Summary of Significant Accounting Policies, Note 6 - Mortgage and Other Indebtedness, Note 7 - Shareholders' Equity and Partners' Capital and Note 8 - Redeemable Interests and Noncontrolling Interests;
•
selected financial data in Item 6 of this report;
•
controls and procedures in Item 9A of this report; and
•
certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.





TABLE OF CONTENTS

 
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Cautionary Statement Regarding Forward-Looking Statements
 
Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws.  All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” or similar expressions.  Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.
 
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained.  It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, such known risks and uncertainties include, without limitation:

•
general industry, economic and business conditions;
•
interest rate fluctuations;
•
costs and availability of capital and capital requirements;
•
costs and availability of real estate;
•
inability to consummate acquisition opportunities and other risks associated with acquisitions;
•
competition from other companies and retail formats;
•
changes in retail demand and rental rates in our markets;
•
shifts in customer demands;
•
tenant bankruptcies or store closings;
•
changes in vacancy rates at our Properties;
•
changes in operating expenses;
•
changes in applicable laws, rules and regulations;
•
sales of real property;
•
changes in our credit ratings; and
•
the ability to obtain suitable equity and/or debt financing and the continued availability of financing in the amounts and on the terms necessary to support our future refinancing requirements and business.

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

PART I
 
ITEM 1. BUSINESS
 
Background
 CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties.  On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneous with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 7 to the consolidated financial statements. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.
 
The Company’s Business
We are a self-managed, self-administered, fully integrated REIT. We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air centers, associated centers, community centers and office properties. Our Properties are located in 27 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

1


 We conduct substantially all of our business through the Operating Partnership. We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2013, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned a 84.2% limited partner interest in the Operating Partnership, for a combined interest held by us of 85.2%.
As of December 31, 2013, we owned: 
▪
controlling interests in 75 regional malls/open-air and outlet centers (including one mixed-use center) and noncontrolling interests in 9 regional malls/open-air centers (the “Malls”), controlling interests in 25 associated centers and noncontrolling interests in 4 associated centers (the “Associated Centers”), controlling interests in 7 community centers and noncontrolling interests in 4 community centers (the “Community Centers”), and controlling interests in 8 office buildings which include our corporate office building, and noncontrolling interests in 5 office buildings (the “Office Buildings”);
▪
controlling interests in two mall redevelopments and one outlet center, owned in a 65%/35% joint venture, and a noncontrolling interest in one community center development under construction at December 31, 2013 (the "Construction Properties"), as well as options to acquire certain shopping center development sites owned by third parties; and
▪
mortgages on five Properties, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgages”).
 The Malls, Associated Centers, Community Centers, Office Buildings, Construction Properties and Mortgages are collectively referred to as the “Properties” and individually as a “Property.”
We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").  The Operating Partnership owns 100% of the Management Company’s outstanding preferred stock and common stock.
The Management Company manages all but seven of the Properties. Governor’s Square and Governor’s Plaza in Clarksville, TN and Kentucky Oaks Mall in Paducah, KY are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party managing general partner, which receives a fee for its services. The managing general partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Oklahoma City in Oklahoma City, OK, The Outlet Shoppes at Gettysburg in Gettysburg, PA, The Outlet Shoppes at El Paso in El Paso, TX and The Outlet Shoppes at Atlanta in Woodstock, GA are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.
Revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, advertising, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness or reduce outstanding balances on our credit facilities.
 
The following terms used in this Annual Report on Form 10-K will have the meanings described below:
▪
 GLA – refers to gross leasable area of retail space in square feet, including anchors and mall tenants.
▪
Anchor – refers to a department store, other large retail store or theater greater than or equal to 50,000 square feet.
▪
Junior Anchor - non-traditional department store, retail store or theater comprising more than 20,000 square feet and less than 50,000 square feet.
▪
Freestanding – property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.
▪
Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.

2


Significant Markets and Tenants
 
Top Five Markets
Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2013: 
Market
 
Percentage
of Total
Revenues
St. Louis, MO
 
8.1%
Chattanooga, TN
 
3.8%
Madison, WI
 
3.4%
Lexington, KY
 
2.8%
Winston-Salem, NC
 
2.6%
 
Top 25 Tenants
 Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2013:
Tenant
 
Number
of Stores
 
Square Feet
 
Percentage
of Total
Revenues
Limited Brands, LLC (1)
 
162

 
835,292

 
3.38%
Foot Locker, Inc.
 
148

 
609,465

 
2.43%
AE Outfitters Retail Company
 
85

 
509,051

 
2.19%
Ascena Retail Group, Inc. (2)
 
180

 
900,378

 
2.17%
The Gap, Inc.
 
73

 
809,662

 
1.76%
Signet Jewelers Limited (3)
 
107

 
202,115

 
1.66%
Genesco Inc. (4)
 
196

 
305,028

 
1.64%
Dick's Sporting Goods, Inc. (5)
 
25

 
1,394,109

 
1.52%
JC Penney Company, Inc. (6)
 
71

 
8,168,179

 
1.52%
Abercrombie & Fitch, Co.
 
63

 
425,775

 
1.40%
Aeropostale, Inc.
 
96

 
349,905

 
1.37%
Luxottica Group, S.P.A. (7)
 
126

 
275,475

 
1.34%
Zale Corporation
 
122

 
127,966

 
1.26%
Express Fashions
 
46

 
376,921

 
1.25%
Finish Line, Inc.
 
64

 
335,672

 
1.23%
Charlotte Russe Holding, Inc.
 
53

 
356,363

 
1.18%
Forever 21 Retail, Inc.
 
23

 
421,545

 
1.04%
New York & Company, Inc.
 
44

 
304,084

 
1.03%
Best Buy Co., Inc. (8)
 
63

 
519,556

 
1.01%
The Buckle, Inc.
 
50

 
254,020

 
1.01%
The Children's Place Retail Stores, Inc.
 
62

 
271,634

 
0.86%
Sun Capital Partners, Inc. (9)
 
44

 
620,726

 
0.86%
Claire's Stores, Inc.
 
115

 
140,552

 
0.85%
Barnes & Noble Inc.
 
19

 
579,099

 
0.79%
Shoe Show, Inc.
 
49

 
557,684

 
0.77%
 
 
2,086

 
19,650,256

 
35.52%
(1)
Limited Brands, LLC operates Victoria's Secret and Bath & Body Works.
(2)
Ascena Retail Group, Inc. operates Justice, Dressbarn, Maurices, Lane Bryant, Catherines and Fashion Bug.
(3)
Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers and Rogers Jewelers.
(4)
Genesco Inc. operates Journey's, Jarman, Underground Station, Hat World, Lids, Hat Zone, and Cap Factory stores.
(5)
Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy Stores.
(6)
JC Penney Company, Inc. owns 33 of these stores. In January 2014, JC Penney Company, Inc. announced plans to close three leased stores and one owned store in 2014.
(7)
Luxottica Group, S.P.A. operates Lenscrafters, Sunglass Hut, and Pearle Vision.
(8)
Best Buy Co., Inc. operates Best Buy and Best Buy Mobile.
(9)
Sun Capital Partners, Inc. operates Gordmans, Limited Stores, Fazoli's Restaurants, Smokey Bones, and Bar Louie Restaurants.

3


Growth Strategy
 
Our objective is to achieve growth in funds from operations (see page 78 for a discussion of funds from operations) by maximizing cash flows through a variety of methods as further discussed below.
 
Leasing, Management and Marketing
 
Our objective is to maximize cash flows from our existing Properties through:
▪
aggressive leasing that seeks to increase occupancy and facilitate an optimal merchandise mix,
▪
originating and renewing leases at higher gross rents per square foot compared to the previous lease,
▪
merchandising, marketing, sponsorship and promotional activities and
▪
actively controlling operating costs and resulting tenant occupancy costs.
Redevelopments  
Redevelopments represent situations where we capitalize on opportunities to add incremental square footage or increase the productivity of previously occupied space through aesthetic upgrades, retenanting and/or changing the retail use of the space. Many times, redevelopments result from acquiring possession of anchor space and subdividing it into multiple spaces. The following presents the redevelopments we completed during 2013 and those under construction at December 31, 2013 (dollars in thousands):
Property
 
Location
 
Total
Project
Square
Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual/
Expected
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2013:
 
 
 
 
 
 
 
 
 
 
 
 
Monroeville Mall - JC Penney/Cinemark (3)
 
Pittsburgh, PA
 
78,223

 
$
26,178

 
$
22,592

 
October-12/
November-13
 
7.6%
Northgate Mall - The Shoppes at Northgate
 
Chattanooga, TN
 
75,018

 
6,105

 
5,748

 
September-13
 
9.2%
Southpark Mall - Dick's Sporting Goods
 
Colonial Heights, VA
 
85,322

 
9,379

 
7,922

 
July-13
 
7.4%
 
 
 
 
238,563

 
$
41,662

 
$
36,262

 
 
 
 
Currently under construction:
 
 
 
 
 
 
 
 
 
 
 
 
College Square - Longhorn Steakhouse & T.J. Maxx
 
Morristown, TN
 
30,271

 
$
3,229

 
$
2,134

 
Spring-14
 
10.0%
Northgate Mall - Burlington
 
Chattanooga, TN
 
78,021

 
7,826

 
374

 
Fall-14
 
7.2%
 
 
 
 
108,292

 
$
11,055

 
$
2,508

 
 
 
 

(1)
Total cost is presented net of reimbursements to be received. 
(2)
Cost to date does not reflect reimbursements until they are received.
(3)
JC Penney opened in October 2012 and Cinemark opened in JC Penney's former space in November 2013. 
Our total cost of the redevelopment projects completed in 2013 was $36.3 million. Our total investment upon completion of redevelopment projects that are under construction as of December 31, 2013 is projected to be $11.1 million.
 
Renovations
Renovations usually include remodeling and upgrading existing facades, uniform signage, new entrances and floor coverings, updating interior décor, resurfacing parking lots and improving the lighting of interiors and parking lots. Renovations can result in attracting new retailers, increased rental rates, sales and occupancy levels and maintaining the Property's market dominance. Our 2013 renovation program included upgrades at five of our malls including Friendly Center in Greensboro, NC; Greenbrier Mall in Chesapeake, VA; Acadiana Mall in Lafayette, LA; Northgate Mall in Chattanooga, TN and Mid Rivers Mall in St. Peters, MO. Our 2014 renovation program includes upgrades at five of our malls. Renovations are scheduled to be completed in 2014 at Governor's Square in Clarksville, TN; Volusia Mall in Daytona Beach, FL; Richland Mall in Waco, TX; Janesville Mall in Janesville, WI and Old Hickory Mall in Jackson, TN. Renovation expenditures for 2013 and 2014 also include certain capital expenditures related to the parking decks at West County Center.
We invested $36.6 million in renovations in 2013. The total investment in the renovations that are scheduled for 2014 is projected to be $27.4 million.

4


Development of New Retail Properties and Expansions
In general, we seek development opportunities in middle-market trade areas that we believe are under-served by existing retail operations. These middle-markets must also have sufficient demographics to provide the opportunity to effectively maintain a competitive position. The following presents the new developments we opened during 2013 and those under construction at December 31, 2013 (dollars in thousands):
Property
 
Location
 
Total
Project
Square
Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Actual/
Expected
Opening Date
 
Initial
Unleveraged
Yield
Completed in 2013:
 
 
 
 
 
 
 
 
 
 
 
 
The Crossings at Marshalls Creek
 
Middle Smithfield, PA
 
104,525

 
$
18,983

 
$
21,807

 
June-13
 
9.8%
The Outlet Shoppes at Atlanta (3)
 
Woodstock, GA
 
370,456

 
80,490

 
71,398

 
July-13
 
11.7%
 
 
 
 
474,981

 
$
99,473

 
$
93,205

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Currently under construction:
 
 
 
 
 
 
 
 
 
 
 
 
Fremaux Town Center - Phase I (4)
 
Slidell, LA
 
333,636

 
$
52,269

 
$
43,830

 
March-14
 
8.5%
The Outlet Shoppes at Louisville (4)
 
Simpsonville, KY
 
374,724

 
80,472

 
41,033

 
August-14
 
10.2%
 
 
 
 
708,360

 
$
132,741

 
$
84,863

 
 
 
 

(1)
Total cost is presented net of reimbursements to be received. 
(2)
Cost to date does not reflect reimbursements until they are received. 
(3)
This Property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%.
(4)
These Properties are 65/35 joint ventures. Total cost and cost to date are reflected at 100%.
We can also generate additional revenues by expanding a Property through the addition of department stores, mall stores and large retail formats. An expansion also protects the Property's competitive position within its market. The following presents the expansions that were completed during 2013 (dollars in thousands):
Property
 
Location
 
Total
Project
Square
Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Opening
Date
 
Initial
Unleveraged
Yield
Completed in 2013:
 
 
 
 
 
 
 
 
 
 
 
 
Cross Creek Mall - The District
 
Fayetteville, NC
 
45,620

 
$
15,831

 
$
10,851

 
November-13
 
9.8%
The Shoppes at Southaven Towne Center - Phase II
 
Southaven, MS
 
22,925

 
3,968

 
3,372

 
November-13
 
12.2%
South County Center - Dick's Sporting Goods
 
St. Louis, MO
 
50,000

 
8,051

 
6,365

 
November-13
 
9.5%
Volusia Mall - Restaurant District
 
Daytona Beach, FL
 
27,500

 
7,114

 
5,805

 
November-13
 
10.4%
West Towne Mall - ULTA & Lane Bryant
 
Madison, WI
 
22,500

 
5,454

 
4,002

 
September-13
 
11.8%
 
 
 
 
168,545

 
$
40,418

 
$
30,395

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(1)
Total cost is presented net of reimbursements to be received. 
(2)
Cost to date does not reflect reimbursements until they are received. 

The total cost of the new Properties and expansions that opened in 2013 was $139.9 million, our share of which is $119.8 million. The cost of the new Properties under construction as of December 31, 2013 is projected to be $132.7 million, our share of which is $86.3 million.

5


Shadow Development Pipeline
Our shadow pipeline consists of projects for Properties on which we have completed initial project analysis and design but which have not commenced construction as of December 31, 2013. The following presents our shadow development pipeline at December 31, 2013 (dollars in thousands):
Property
 
Location
 
Total
Project
Square
Feet
 
Estimated Total
Cost (1)
 
Expected
Opening
Date
 
Initial
Unleveraged
Yield
Outlet Centers:
 
 
 
 
 
 
 
 
 
 
The Outlet Shoppes at El Paso - Phase II (2)
 
El Paso, TX
 
45,000

 
 $7,000 - $8,000
 
2014
 
10% - 12%
The Outlet Shoppes at Oklahoma City - Phase III (2)
 
Oklahoma City, OK
 
35,000

 
 $5,000 - $5,800
 
2014
 
9% - 12%
 
 
 
 
80,000

 
 $12,000 - $13,800
 
 
 
 
Community Center:
 
 
 
 
 
 
 
 
 
 
Fremaux Town Center - Phase II (3)
 
Slidell, LA
 
265,000

 
 $30,000 - $40,000
 
2015
 
9% - 10%
 
 
 
 
 
 
 
 
 
 
 
Associated Center:
 
 
 
 
 
 
 
 
 
 
West Towne Crossing - Nordstrom Rack
 
Madison, WI
 
30,750

 
$5,000 - $6,000
 
Fall 2014
 
9% - 10%
 
 
 
 
 
 
 
 
 
 
 
Mall Redevelopment:
 
 
 
 
 
 
 
 
CoolSprings Galleria - Sears Redevelopment
 
Nashville, TN
 
160,000

 
 $50,000 - $60,000
 
2015/2016
 
 7%
Fayette Mall - Sears Redevelopment
 
Lexington, KY
 
115,000

 
 $65,000 - $75,000
 
2015
 
 7%
Monroeville Mall - Dick's Sporting Goods
 
Pittsburgh, PA
 
85,000

 
 $9,000 - $9,500
 
2014
 
 8% - 9%
 
 
 
 
360,000

 
 $124,000 - $144,500
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
735,750

 
 $171,000 - $204,300
 
 
 
 
(1)Total cost is presented net of reimbursements to be received. 
(2)These Properties are 75/25 joint ventures. Total cost and cost to date are reflected at 100%.
(3)This Property is a 65/35 joint venture. Total cost and cost to date are reflected at 100%.

Acquisitions
We believe there is opportunity for growth through acquisitions of regional malls and other associated properties that complement our portfolio. We selectively acquire properties we believe can appreciate in value through our development, leasing and management expertise.
Environmental Matters
A discussion of the current effects and potential future impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments.”
Competition
The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both on-line and in-store retailing channels.
Seasonality
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

6


Recent Developments
Impairment Losses
During the year ended December 31, 2013, we recorded a loss on impairment totaling $75.2 million. Of this total, $5.2 million is attributable to a portfolio sale of six Properties which were sold in 2013 and included in discontinued operations, $67.7 million is attributable to two existing Properties, $1.8 million relates to the sale of an outparcel and $0.5 million represents the write-down of the depreciated book value of the corporate airplane owned by the Management Company to its fair value at its trade-in date.
Acquisition
In the second quarter of 2013, we acquired the remaining 51.0% interest in Kirkwood Mall in Bismarck, ND for $61.1 million, including the assumption of $20.6 million in debt.
    
Dispositions
We sold three malls, three associated centers and five office buildings in 2013 for an aggregate gross sales price of $220.4 million, less commissions and closing costs generating an aggregate $215.5 million of net proceeds. Additionally, we sold a parcel of land, which a third party development company had been ground leasing, for $22.4 million, which consisted of $15.0 million in cash and a promissory note of $7.4 million.

Financing and Capital Markets Activity    
2013 was a transformational year as we achieved many of our financing objectives and long-term goals ahead of schedule. Highlights of financing and capital markets activity for the year ended December 31, 2013 include the following:
•
Received investment grade ratings from Moody's Investors Service ("Moody's") and Fitch Ratings ("Fitch");
•
Added the Operating Partnership as a public registrant and completed a $450.0 million 5.250% senior unsecured notes offering due in 2023 (the "Notes");
•
Initiated a $300.0 million at-the-market ("ATM") equity program which, through the issuance of 8.4 million shares of common stock, generated $209.6 million in net proceeds;
•
Redeemed all outstanding perpetual preferred joint venture units ("PJV units") of our joint venture, CW Joint Venture, LLC ("CWJV") with Westfield Group ("Westfield"), which were originally issued in 2007 in conjunction with the acquisition of four malls, for $413.0 million;
•
Converted our third credit facility from secured to unsecured with a capacity of $100.0 million;
•
Closed on two unsecured term loans totaling $450.0 million and retired a $228.0 million unsecured term loan;
•
Completed financing of $416.6 million on new and extended loans on eight Properties owned in joint ventures and retired over $290.0 million in wholly-owned property-specific loans; and
•
Increased our quarterly dividend by 6.5% in the fourth quarter of 2013 to $0.245 per share from $0.23 per share.
Equity
Common Stock

Our authorized common stock consists of 350,000,000 shares at $0.01 par value per share. We had 170,048,144 and 161,309,652 shares of common stock issued and outstanding as of December 31, 2013 and 2012, respectively.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. A description of our cumulative redeemable preferred stock is listed below.
In October 2012, we completed an underwritten public offering of 6,900,000 depositary shares, each representing 1/10th of a share of our newly designated 6.625% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock") at $25.00 per depositary share. We received net proceeds from the offering of approximately $166.6 million after deducting the underwriting discount and offering expenses. A portion of the net proceeds from this offering was used to redeem all our outstanding 7.75% Series C Cumulative Redeemable Preferred Stock (the "Series C Shares") with a liquidation preference of

7


$115.0 million and $0.9 million related to accrued and unpaid dividends for an aggregate redemption amount of $115.9 million. The remaining net proceeds of $50.7 million were used to reduce outstanding balances on our credit facilities. We will pay cumulative dividends on the Series E Preferred Stock from the date of original issuance in the amount of $1.65625 per depositary share each year, which is equivalent to 6.625% of the $25.00 liquidation preference per depositary share. We may not redeem the Series E Preferred Stock before October 12, 2017, except in limited circumstances to preserve our REIT status or in connection with a change of control. On or after October 12, 2017, we may, at our option, redeem the Series E Preferred Stock in whole at any time or in part from time to time by paying $25.00 per depositary share, plus any accrued and unpaid dividends up to, but not including, the date of redemption. The Series E Preferred Stock generally has no stated maturity and will not be subject to any sinking fund or mandatory redemption. The Series E Preferred Stock is not convertible into any of our securities, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default.
We had 18,150,000 depositary shares outstanding, each representing 1/10th of a share of our 7.375% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock") with a par value of $0.01 per share, as of December 31, 2013 and 2012. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities. We may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.
On November 5, 2012, we redeemed all 460,000 Series C Shares and all outstanding depositary shares, each representing 1/10th of a Series C Share for $115.9 million. We recorded a charge to preferred dividends of $3.8 million upon redemption to write off the unamortized portion of direct issuance costs related to the Series C Shares and underlying depositary shares.

Financial Information About Segments

See Note 11 to the consolidated financial statements for information about our reportable segments.
 
Employees

CBL does not have any employees other than its statutory officers.  Our Management Company currently has 663 full-time and 198 part-time employees. None of our employees are represented by a union.
 
Corporate Offices

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

 Available Information

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

8


ITEM 1A. RISK FACTORS
 
Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows.  Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.
 
RISKS RELATED TO REAL ESTATE INVESTMENTS
Real property investments are subject to various risks, many of which are beyond our control, that could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.
     A number of factors may decrease the income generated by a retail shopping center property, including:
 
•
national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;
•
adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);
•
local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;
•
increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;
•
delays or cost increases associated with the opening of new or renovated properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;
•
perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center;
•
the willingness and ability of the shopping center’s owner to provide capable management and maintenance services; and
•
the convenience and quality of competing retail properties and other retailing options, such as the internet.

In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:
•
adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion, or renovation activities that otherwise would be beneficial to our Properties;
•
potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;
•
any inability to obtain sufficient financing (including construction financing and permanent debt), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property expansions and renovations which otherwise would benefit our Properties; and
•
an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.
Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.
Substantially all of our total consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it

9


more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.
Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because our Properties are generally mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.
Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.
We may elect not to proceed with certain development or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.
We intend to pursue development and expansion activities as opportunities arise. In connection with any development or expansion, we will incur various risks, including the risk that development or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain anchor, mortgage lender and property partner approvals for certain expansion activities.
When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.
Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these Properties which otherwise would be in the best interests of the Company and our stockholders.
We own partial interests in 16 malls, 8 associated centers, 7 community centers and 8 office buildings. Governor’s Square and Governor’s Plaza in Clarksville, TN and Kentucky Oaks Mall in Paducah, KY are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third party managing general partner, which receives a fee for its services. The managing general partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions.  The Outlet Shoppes at Oklahoma City in Oklahoma City, OK, The Outlet Shoppes at Gettysburg in Gettysburg, PA, The Outlet Shoppes at El Paso in El Paso, TX and The Outlet Shoppes at Atlanta in Woodstock, GA are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third party partner, which receives a fee for its services.
Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.
With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

10


Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail Properties.
In addition to the possible effects on our joint ventures of a bankruptcy filing by us, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear. 
We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.
Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner's or operator's ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.
All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the Property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.
We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2013, we have recorded in our consolidated financial statements a liability of $2.9 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.

11


Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.
Future terrorist attacks in the United States, and other acts of violence, including terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.
RISKS RELATED TO OUR BUSINESS AND THE MARKET FOR OUR STOCK
Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.
An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants' ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.
The market price of our common stock or other securities may fluctuate significantly.
The market price of our common stock or other securities may fluctuate significantly in response to many factors, including:
 
•
actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
•
changes in our earnings estimates or those of analysts;
•
changes in our dividend policy;
•
impairment charges affecting the carrying value of one or more of our Properties or other assets;
•
publication of research reports about us, the retail industry or the real estate industry generally;
•
increases in market interest rates that lead purchasers of our securities to seek higher dividend or interest rate yields;
•
changes in market valuations of similar companies;
•
adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;
•
additions or departures of key management personnel;
•
actions by institutional security holders;
•
proposed or adopted regulatory or legislative changes or developments;
•
speculation in the press or investment community;
•
changes in our credit ratings;
•
the occurrence of any of the other risk factors included in, or incorporated by reference in, this report; and
•
general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or other securities to decline significantly, regardless of our financial performance and condition and prospects. It is impossible to provide any assurance that the market price of our common stock or other securities will not fall in the future, and it may be difficult for holders to sell such securities at prices they find attractive, or at all.

12


Competition could adversely affect the revenues generated by our Properties, resulting in a reduction in funds available for distribution to our stockholders.
There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. In addition, retailers at our Properties face competition for customers from:
 
•
discount shopping centers;
•
outlet malls;
•
wholesale clubs;
•
direct mail;
•
television shopping networks; and
•
shopping via the internet.
Each of these competitive factors could adversely affect the amount of rents and tenant reimbursements that we are able to collect from our tenants, thereby reducing our revenues and the funds available for distribution to our stockholders.
We compete with many commercial developers, real estate companies and major retailers for prime development locations and for tenants. New regional malls or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at, or prior to, renewal.
Increased operating expenses and decreased occupancy rates may not allow us to recover the majority of our common area maintenance (CAM) and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.
Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a single specified rent amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.
Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s). Our cost recovery ratio was 97.9% for 2013.
The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.
Regional malls are typically anchored by well-known department stores and other significant tenants who generate shopping traffic at the mall. A decision by an anchor tenant or other significant tenant to cease operations at one or more Properties could have a material adverse effect on those Properties and, by extension, on our financial condition and results of operations. The closing of an anchor or other significant tenant may allow other anchors and/or tenants at an affected Property to terminate their leases, to seek rent relief and/or cease operating their stores or otherwise adversely affect occupancy at the Property. In addition, key tenants at one or more Properties might terminate their leases as a result of mergers, acquisitions, consolidations, dispositions or bankruptcies in the retail industry. The bankruptcy and/or closure of one or more significant tenants, if we are not able to successfully re-tenant the affected space, could have a material adverse effect on both the operating revenues and underlying value of the Properties involved, reducing the likelihood that we would be able to sell the Properties if we decided to do so, or we may be required to incur redevelopment costs in order to successfully obtain new anchors or other significant tenants when such vacancies exist.
Our Properties may be subject to impairment charges which can adversely affect our financial results.
We periodically evaluate long-lived assets to determine if there has been any impairment in their carrying values and record impairment losses if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts or if there are other indicators of impairment. If it is determined that an impairment has occurred, the amount of the impairment charge is equal to the excess of the asset's carrying value over its estimated fair value, which could have a material adverse effect on our financial results in the accounting period in which the adjustment is made. Our estimates of undiscounted

13


cash flows expected to be generated by each Property are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates. These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analyses may not be achieved. For the year ended December 31, 2013, we recorded a loss on impairment of real estate totaling $75.2 million. As described in Note 3 to the consolidated financial statements, we recognized a total of $5.2 million in impairment of real estate, which is included in discontinued operations in our consolidated statements of operations, related to six Properties that were sold in 2013. Additionally for the year ended December 31, 2013, as described in Note 15 to the consolidated financial statements, we recorded a loss on impairment of real estate of $67.7 million for two of our Properties, $1.8 million related to the sale of an outparcel and $0.5 million represents the write-down of the depreciated book value of the corporate airplane owned by the Management Company to its fair value at its trade-in date.
Inflation or deflation may adversely affect our financial condition and results of operations.
Increased inflation could have a pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our percentage rents, where applicable.
Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.
Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or refinancing transactions affecting such Properties which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.
Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.
We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property's partnership, may still remain obligated for any mortgage debt or other financial obligations related to the Property.
The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, whether foreign or domestic. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). If TRIA is not extended beyond its current expiration date of December 31, 2014, we may incur higher insurance costs and greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also experience similar difficulties.

14


RISKS RELATED TO DEBT AND FINANCIAL MARKETS
A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.
We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our largest credit facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facilities to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facilities to meet their funding commitments could have an adverse effect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although we have successfully obtained debt for refinancings of our maturing debt, acquisitions and the construction of new developments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.
Our indebtedness is substantial and could impair our ability to obtain additional financing.
At December 31, 2013, our total share of consolidated and unconsolidated debt outstanding was approximately $5,507.0 million, which represented approximately 56.7% of our total market capitalization at that time. Our total share of consolidated and unconsolidated debt maturing in 2014, 2015 and 2016, giving effect to all maturity extensions that are available at our election, was approximately $196.7 million, $709.3 million, and $855.2 million, respectively. Our leverage could have important consequences. For example, it could:
•
result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;
•
result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;
•
materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;
•
require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;
•
increase our vulnerability to an economic downturn;
•
limit our ability to withstand competitive pressures; or
•
reduce our flexibility to respond to changing business and economic conditions.
If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.
Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.
An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that may influence the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our stockholders.
As of December 31, 2013, our total share of consolidated and unconsolidated variable rate debt was $950.2 million. Increases in interest rates will increase our cash interest payments on the variable rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might adversely affect our cash flow and our ability to make distributions to shareholders. These significant debt

15


payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions on our common equity.
Adverse changes in our credit ratings could negatively affect our borrowing costs and financing ability.
In May 2013, we received an investment grade rating of Baa3 with a stable outlook from Moody’s. In July 2013, we also received an issuer default rating ("IDR") of BBB- with a stable outlook and a senior unsecured notes rating of BBB- from Fitch. However, there can be no assurance that we will be able to maintain these ratings. In conjunction with the receipt of our May 2013 rating from Moody’s, we made a one-time irrevocable election to use our credit rating to determine the interest rate on our three unsecured credit facilities. With this election and so long as we maintain our current credit ratings, borrowings under our three unsecured credit facilities bear interest at LIBOR plus 140 basis points. We also have an unsecured term loan that bears interest at LIBOR plus 150 basis points based on our current credit ratings. If both of our credit ratings decline, the interest rate on our unsecured credit facilities and unsecured term loan would bear interest at LIBOR plus 175 basis points and LIBOR plus 200 basis points, respectively, which would increase our borrowing costs. Additionally, a downgrade in our credit ratings may adversely impact our ability to obtain financing and limit our access to capital.
Our hedging arrangements might not be successful in limiting our risk exposure, and we might be required to incur expenses in connection with these arrangements or their termination that could harm our results of operations or financial condition.
From time to time, we use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements might expose us to additional risks, such as requiring that we fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex, and no strategy can completely insulate us from risks associated with interest rate fluctuations. We cannot assure you that our hedging activities will have a positive impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements. In addition, although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty might fail to honor its obligations, particularly given current market conditions.
The covenants in our credit facilities might adversely affect us.
Our credit facilities require us to satisfy certain affirmative and negative covenants and to meet numerous financial tests, and also contain certain default and cross-default provisions as described in more detail in Note 6 to the consolidated financial statements. Our credit facilities also restrict our ability to enter into any transaction that could result in certain changes in our ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements to the credit facilities. The financial covenants under the unsecured credit facilities require, among other things, that our debt to total asset value ratio, as defined in the agreements to our unsecured credit facilities, be less than 60%, that our ratio of unencumbered asset value to unsecured indebtedness, as defined, be greater than 1.60, that our ratio of unencumbered net operating income ("NOI") to unsecured interest expense, as defined, be greater than 1.75, and that our ratio of earnings before income taxes, depreciation and amortization ("EBITDA") to fixed charges (debt service), as defined, be greater than 1.50. Compliance with each of these ratios is dependent upon our financial performance. The debt to total asset value ratio is based, in part, on applying a capitalization rate to EBITDA as defined in the agreements to our credit facilities. Based on this calculation method, decreases in EBITDA would result in an increased debt to total asset value ratio, assuming overall debt levels remain constant. If any future failure to comply with one or more of these covenants resulted in the loss of these credit facilities and we were unable to obtain suitable replacement financing, such loss could have a material, adverse impact on our financial position and results of operations.
RISKS RELATED TO THE OPERATING PARTNERSHIP'S NOTES
CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership; therefore, the limited guarantee of the Notes does not provide material additional credit support.
The limited guarantee provides that the Notes are guaranteed by CBL for any losses suffered by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. However, CBL has no significant operations and no material assets other than its indirect investment in the Operating Partnership. Furthermore, the limited guarantee of the Notes is effectively subordinated to all existing and future liabilities and preferred equity of the Company's subsidiaries (including the Operating Partnership (except as to the Notes) and any entity the Company accounts for under the equity method of accounting) and any of the Company's secured debt, to the extent of the value of the assets securing any such indebtedness. Due to the narrow scope of the limited guarantee, the lack of significant operations or assets at CBL other than its indirect investment in the Operating Partnership and the structural subordination of the limited guarantee to the liabilities and any preferred equity of the Company's subsidiaries, the limited guarantee does not provide material additional credit support.

16


Our substantial indebtedness could materially and adversely affect us and the ability of the Operating Partnership to meet its debt service obligations under the notes.
Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders of the Notes, including the following:
•
our cash flow may be insufficient to meet our debt service obligations with respect to the Notes and our other indebtedness, which would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other important business uses after meeting such obligations;
•
we may be unable to borrow additional funds as needed or on favorable terms;
•
we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less favorable than the terms of our original indebtedness or otherwise be generally unfavorable;
•
because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;
•
we may be forced to dispose of one or more of our Properties, possibly on disadvantageous terms;
•
we may default on our other unsecured indebtedness;
•
we may default on our secured indebtedness and the lenders may foreclose on our Properties or our interests in the entities that own the Properties that secure such indebtedness and receive an assignment of rents and leases; and
•
we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the maturity of their indebtedness.
If any one of these events were to occur, our business, financial condition, liquidity, results of operations and prospects, as well as the Operating Partnership's ability to satisfy its obligations with respect to the Notes, could be materially and adversely affected. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder the Company's ability to meet the REIT distribution requirements imposed by the Internal Revenue Code.
The structural subordination of the Notes may limit the Operating Partnership's ability to meet its debt service obligations under the Notes.
The Notes are the Operating Partnership's unsecured and unsubordinated indebtedness and rank equally with the Operating Partnership's existing and future unsecured and unsubordinated indebtedness, and are effectively junior to all liabilities and any preferred equity of the Operating Partnership's subsidiaries and to all of the Operating Partnership's indebtedness that is secured by the Operating Partnership's assets, to the extent of the value of the assets securing such indebtedness. While the indenture governing the Notes limits our ability to incur additional secured indebtedness in the future, it will not prohibit us from incurring such indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will be entitled to proceed directly against the collateral that secures the secured indebtedness. Therefore, such collateral will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Notes, until such secured indebtedness is satisfied in full.
The Notes also are effectively subordinated to all liabilities, whether secured or unsecured, and any preferred equity of the subsidiaries of the Operating Partnership. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any such subsidiary, the Operating Partnership, as an equity owner of such subsidiary, and therefore holders of our debt, including the Notes, will be subject to the prior claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. Furthermore, while the indenture governing the Notes limits the ability of our subsidiaries to incur additional unsecured indebtedness in the future, it does not prohibit our subsidiaries from incurring such indebtedness if such subsidiaries are in compliance with certain financial ratios and other requirements at the time of its incurrence.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to meet our debt service obligations on and to refinance our indebtedness and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the Notes, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our

17


ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.
We may need to refinance all or a portion of our indebtedness at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
•    our financial condition, liquidity, results of operations and prospects and market conditions at the time; and
•    restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance any of our indebtedness, on favorable terms, or at all.
If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations. As a result, we would be forced to take other actions to meet those obligations, such as selling Properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to effect any of these actions on favorable terms, or at all.
Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described above.
We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our revolving credit facilities, term loans and certain other indebtedness do, and the indenture governing the Notes does, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the limited guarantee provided by CBL or any future guarantee of the Notes issued by any subsidiary of the Operating Partnership, could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:
•
was insolvent or rendered insolvent by reason of the incurrence of the guarantee;
•
was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
•
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable subordination," which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. Bankruptcy Code.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:
•
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
•
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
•
it could not pay its debts as they become due.
The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.
A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. This risk may be increased if any subsidiary of the Operating Partnership guarantees the Notes in the future, as no additional consideration would be received at the time such guarantee is issued. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a

18


claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.
The indenture governing the Notes contains restrictive covenants that may restrict our ability to expand or fully pursue certain of our business strategies.
The indenture governing the Notes contains financial and operating covenants that, among other things, restrict our ability to take specific actions, even if we believe them to be in our best interest, including, subject to various exceptions, restrictions on our ability to:
•
consummate a merger, consolidation or sale of all or substantially all of our assets; and
•
incur secured and unsecured indebtedness.
In addition, our revolving credit facilities, term loans and certain other debt agreements require us to meet specified financial ratios and the indenture governing the Notes requires us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture governing the Notes, our revolving credit facility and certain other debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.
There is no prior public market for the Notes, so if an active trading market does not develop or is not maintained for the Notes, holders of the Notes may not be able to resell them on favorable terms when desired, or at all.
Prior to the offering, there was no public market for the Notes and we cannot be certain that an active trading market will ever develop for the Notes or, if one develops, will be maintained. Furthermore, we do not intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. The underwriters informed us that they intend to make a market in the Notes. However, the underwriters may cease their market making at any time without notice to or the consent of existing holders of the Notes. The lack of a trading market could adversely affect a holder's ability to sell the Notes when desired, or at all, and the price at which a holder may be able to sell the Notes. The liquidity of the trading market, if any, and future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our financial condition, liquidity, results of operations and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for the Notes will be subject to disruptions which may have a negative effect on the holders of the Notes, regardless of our financial condition, liquidity, results of operations or prospects.
RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS
Since our Properties are located principally in the Southeastern and Midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions. 
Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 45.9% of our total revenues from all Properties for the year ended December 31, 2013 and currently include 40 malls, 16 associated centers, 9 community centers and 12 office buildings. Our Properties located in the midwestern United States accounted for approximately 32.0% of our total revenues from all Properties for the year ended December 31, 2013 and currently include 27 malls and 4 associated centers. Our results of operations and funds available for distribution to shareholders therefore will be subject generally to economic conditions in the southeastern and midwestern United States. While we already have Properties located in eight states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.
Our financial position, results of operations and funds available for distribution to shareholders could be adversely affected by any economic downturn affecting the operating results at our Properties in the St. Louis, MO; Chattanooga, TN; Madison, WI; Lexington, KY; and Winston-Salem, NC metropolitan areas, which are our five largest markets.
Our Properties located in the St. Louis, MO; Chattanooga, TN; Madison, WI; Lexington, KY; and Winston-Salem, NC metropolitan areas accounted for approximately 8.1%, 3.8%, 3.4%, 2.8% and 2.6%, respectively, of our total revenues for the year ended December 31, 2013. No other market accounted for more than 2.4% of our total revenues for the year ended

19


December 31, 2013. Our financial position and results of operations will therefore be affected by the results experienced at Properties located in these metropolitan areas.
RISKS RELATED TO INTERNATIONAL INVESTMENTS
Ownership interests in investments or joint ventures outside the United States present numerous risks that differ from those of our domestic investments.
International development and ownership activities yield additional risks that differ from those related to our domestic properties and operations.  These additional risks include, but are not limited to:
 
•
impact of adverse changes in exchange rates of foreign currencies;
•
difficulties in the repatriation of cash and earnings;
•
differences in managerial styles and customs;
•
changes in applicable laws and regulations in the United States that affect foreign operations;
•
changes in foreign political, legal and economic environments; and
•
differences in lending practices.
Our international activities are currently limited in their scope.  We have an investment in a mall operating and real estate development company in China that is immaterial to our consolidated financial position.  However, should our investments in international joint ventures or investments grow, these additional risks could increase in significance and adversely affect our results of operations.
RISKS RELATED TO DIVIDENDS
We may change the dividend policy for our common stock in the future.
Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service ("IRS"). In the event that we pay a portion of our dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells the common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to our dividends, including dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.
The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.
Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.
Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders, unless we meet certain financial tests. As a result, if our Operating Partnership fails to pay distributions to us, we generally will not be able to pay dividends to our stockholders for one or more dividend periods.

20


RISKS RELATED TO FEDERAL INCOME TAX LAWS
We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.
We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm's length in nature.
If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.
We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and in the future will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.
If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.
Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.
To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our Board of Directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.
Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.
In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.
To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be

21


subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.
Complying with REIT requirements might cause us to forego otherwise attractive opportunities.
In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”
Our holding company structure makes us dependent on distributions from the Operating Partnership.
Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our shareholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Additionally, the terms of some of the debt to which our Operating Partnership is a party may limit its ability to make some types of payments and other distributions to us. This in turn may limit our ability to make some types of payments, including payment of dividends on our outstanding capital stock, unless we meet certain financial tests or such payments or dividends are required to maintain our qualification as a REIT or to avoid the imposition of any federal income or excise tax on undistributed income. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay dividends on our outstanding shares of capital stock and to maintain qualification as a REIT.
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE
The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.
There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our amended and restated bylaws, and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:
•
The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.
•
Removal for Cause – Our stockholders can only remove directors for cause and only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

22


•
Advance Notice Requirements for Stockholder Proposals – Our amended and restated bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days or no more than 120 days prior to the meeting.
•
Vote Required to Amend Bylaws – A vote of 66  2/3% of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our bylaws.
•
Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:
(a)
before that person became an interested holder, our Board of Directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;
(b)
upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or
(c)
following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder.
Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.
Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership. 
•
Tax Consequences of the Sale or Refinancing of Certain Properties – Since certain of our Properties had unrealized gain attributable to the difference between the fair market value and adjusted tax basis in such Properties immediately prior to their contribution to the Operating Partnership, a taxable sale of any such Properties, or a significant reduction in the debt encumbering such Properties, could cause adverse tax consequences to the members of our senior management who owned interests in our predecessor entities. As a result, members of our senior management might not favor a sale of a Property or a significant reduction in debt even though such a sale or reduction could be beneficial to us and the Operating Partnership. Our amended and restated bylaws provide that any decision relating to the potential sale of any Property that would result in a disproportionately higher taxable income for members of our senior management than for us and our stockholders, or that would result in a significant reduction in such Property's debt, must be made by a majority of the independent directors of the Board of Directors. The Operating Partnership is required, in the case of such a sale, to distribute to its partners, at a minimum, all of the net cash proceeds from such sale up to an amount reasonably believed necessary to enable members of our senior management to pay any income tax liability arising from such sale.
•
Interests in Other Entities; Policies of the Board of Directors – Certain entities owned in whole or in part by members of our senior management, including the construction company that built or renovated most of our Properties, may continue to perform services for, or transact business with, us and the Operating Partnership. Furthermore, certain Property tenants are affiliated with members of our senior management. Our amended and restated bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the amended and restated bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2012 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and

23


the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

ITEM 1B. UNRESOLVED STAFF COMMENTS
 
None.
 

ITEM 2. PROPERTIES
Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.
Malls
We owned a controlling interest in 75 Malls and non-controlling interests in 9 Malls as of December 31, 2013. The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more department stores and a wide variety of mall stores. Anchor tenants own or lease their stores and non-anchor stores lease their locations. Additional freestanding stores and restaurants that either own or lease their stores are typically located along the perimeter of the Malls' parking areas.
We classify our regional Malls into three categories:
(1)
Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
(2)
Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized Mall category. The Outlet Shoppes at Atlanta, which opened in July 2013, and The Outlet Shoppes at Oklahoma City, which opened in August 2011, were classified as non-stabilized Malls as of December 31, 2013. The Outlet Shoppes at Oklahoma City was our only non-stabilized Mall as of December 31, 2012.
(3)
Non-core Malls - Malls where we have determined that the current format of the Property no longer represents the best use of the Property and we are in the process of evaluating alternative strategies for the Property, which may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we have determined that the Property no longer meets our criteria for long-term investment. Similar criteria apply to the classification of an Associated Center or Community Center as a non-core Property. Columbia Place, Citadel Mall, Chapel Hill Mall and Madison Square were classified as non-core Malls as of December 31, 2013. Additionally, Madison Plaza, an Associated Center adjacent to Madison Square, was classified as a non-core Property as of December 31, 2013. Columbia Place was our only non-core Mall as of December 31, 2012. The steps taken to reposition non-core Properties, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of non-core Properties. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude non-core Properties.

24



We own the land underlying each Mall in fee simple interest, except for Walnut Square, WestGate Mall, St. Clair Square, Brookfield Square, Bonita Lakes Mall, Meridian Mall, Stroud Mall, Wausau Center, Chapel Hill Mall and Eastgate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.

The following table sets forth certain information for each of the Malls as of December 31, 2013:

Mall / Location
 
Year of Opening/
Acquisition
 
Year of
Most
Recent Expansion
 
Our
Ownership
 
Total
GLA (1)
 
Total
Mall Store GLA(2)
 
Mall Store
Sales per
Square
Foot (3)
 
Percentage
Mall
Store GLA
Leased (4)
 
Anchors & Junior Anchors
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TIER 1
Sales > $375.00 per square foot
Acadiana Mall
   Lafayette, LA
 
1979/2005
 
2004
 
100
%
 
992,598

 
300,335

 
$
443

 
100
%
 
Dillard's, JC Penney, Macy's, Sears
CoolSprings Galleria
   Nashville, TN
 
1991
 
1994
 
50
%
 
1,117,305

 
362,669

 
464

 
100
%
 
Belk, Dillard's, JC Penney, Macy's, Sears (5)
Cross Creek Mall
   Fayetteville, NC
 
1975/2003
 
2013
 
100
%
 
1,024,477

 
288,584

 
515

 
97
%
 
Belk, JC Penney, Macy's, Sears
Dakota Square Mall
   Minot, ND
 
1980/2012
 
2008
 
100
%
 
815,288

 
161,477

 
486

 
99
%
 
Barnes & Noble, Carmike Cinema, Herberger's, JC Penney, Scheels, Sears, Sleep Inn & Suites - Splashdown Dakota Super Slides, Target
Fayette Mall
   Lexington, KY
 
1971/2001
 
1993
 
100
%
 
1,183,900

 
355,849

 
565

 
100
%
 
Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears (5)
Friendly Shopping Center and The Shops at Friendly
   Greensboro, NC
 
1957/ 2006/ 2007
 
2008
 
50
%
 
1,110,670

 
491,101

 
451

 
94
%
 
Barnes & Noble, Belk, The Grande Cinema, Harris Teeter, Macy's, REI, Sears, Whole Foods
Hamilton Place
   Chattanooga, TN
 
1987
 
1998
 
90
%
 
1,162,041

 
334,662

 
405

 
99
%
 
Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dillard's for Men, Kids & Home, Dillard's for Women, Forever 21, JC Penney, Sears
Imperial Valley Mall
   El Centro, CA
 
2005
 
N/A
 
100
%
 
825,806

 
212,689

 
387

 
97
%
 
Cinemark, Dillard's, JC Penney, Kohl's, Macy's, Sears
Kirkwood Mall
   Bismarck, ND
 
1970/2012
 
2002
 
100
%
 
849,489

 
233,920

 
381

 
86
%
 
Herberger's, Keating Furniture, JC Penney, Scheels, Target
Mall del Norte
   Laredo, TX
 
1977/2004
 
1993
 
100
%
 
1,168,289

 
406,311

 
563

 
96
%
 
Beall's (6), Cinemark, Dillard's, Foot Locker, Forever 21, JC Penney, Joe Brand, Macy's, Macy's Home Store, Sears
Oak Park Mall
   Overland Park, KS
 
1974/2005
 
1998
 
50
%
 
1,606,891

 
430,764

 
441

 
99
%
 
Academy Sports & Outdoors, Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, H&M, JC Penney, Macy's, Nordstrom, XXI Forever
Park Plaza
   Little Rock, AR
 
1988/2004
 
N/A
 
100
%
 
540,859

 
237,109

 
388

 
95
%
 
Dillard's for Men & Children, Dillard's for Women & Home, XXI Forever
St. Clair Square (7)
   Fairview Heights, IL
 
1974/1996
 
1993
 
100
%
 
1,077,325

 
300,070

 
388

 
100
%
 
Dillard's, JC Penney, Macy's, Sears

25


Mall / Location
 
Year of Opening/
Acquisition
 
Year of
Most
Recent Expansion
 
Our
Ownership
 
Total
GLA (1)
 
Total
Mall Store GLA(2)
 
Mall Store
Sales per
Square
Foot (3)
 
Percentage
Mall
Store GLA
Leased (4)
 
Anchors & Junior Anchors
Sunrise Mall
   Brownsville, TX
 
1979/2003
 
2000
 
100
%
 
755,618

 
240,861

 
427

 
92
%
 
A'gaci, Beall's (6), Cinemark, Dillard’s, JC Penney, Sears
The Outlet Shoppes at
El Paso
   El Paso, TX
 
2007/2012
 
N/A
 
75
%
 
378,955

 
378,955

 
391

 
99
%
 
None
West County Center
   Des Peres, MO
 
1969/2007
 
2002
 
50
%
 
1,237,955

 
366,072

 
448

 
99
%
 
Barnes & Noble, Forever 21, Dick's Sporting Goods, JC Penney, Macy's, Nordstrom
West Towne Mall
   Madison, WI
 
1970/2001
 
2013
 
100
%
 
828,750

 
271,278

 
522

 
96
%
 
Boston Store, Dick's Sporting Goods, JC Penney, Sears, XXI Forever
Total Tier 1 Malls
 
 
 
 
 
 
 
16,676,216

 
5,372,706

 
$
454

 
98
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TIER 2
Sales of $300.01 to $375.00 per square foot
Arbor Place
   Atlanta
  (Douglasville),
   GA
 
1999
 
 N/A
 
100
%
 
1,163,310

 
308,880

 
$
350

 
97
%
 
Bed Bath & Beyond, Belk, Dillard's, Forever 21, H & M, JC Penney, Macy's, Regal Cinemas, Sears
Asheville Mall
   Asheville, NC
 
1972/1998
 
2000
 
100
%
 
973,707

 
287,752

 
357

 
98
%
 
Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, JC Penney, Sears
Brookfield Square (8)
   Brookfield, WI
 
1967/2001
 
2008
 
100
%
 
1,000,568

 
282,388

 
367

 
100
%
 
Barnes & Noble, Boston Store, JC Penney, Sears
Burnsville Center
   Burnsville, MN
 
1977/1998
 
 N/A
 
100
%
 
1,044,658

 
401,303

 
336

 
96
%
 
Dick's Sporting Goods, Gordmans, JC Penney, Macy's, Sears
CherryVale Mall
   Rockford, IL
 
1973/2001
 
2007
 
100
%
 
847,066

 
332,481

 
354

 
98
%
 
Barnes & Noble, Bergner's, JC Penney, Macy's, Sears
Coastal Grand-Myrtle Beach
   Myrtle Beach, SC
 
2004
 
2007
 
50
%
 
1,038,524

 
342,549

 
355

 
98
%
 
Bed Bath & Beyond, Belk, Cinemark Theater, Dick's Sporting Goods, Dillard's, JC Penney, Sears
East Towne Mall
   Madison, WI
 
1971/2001
 
2004
 
100
%
 
796,439

 
237,715

 
325

 
97
%
 
Barnes & Noble, Boston Store, Dick's Sporting Goods, Gordman's, JC Penney, Sears, Steinhafels
EastGate Mall (9)
   Cincinnati, OH
 
1980/2003
 
1995
 
100
%
 
850,714

 
270,002

 
317

 
81
%
 
Dillard's, JC Penney, Kohl's, Sears
Eastland Mall
   Bloomington, IL
 
1967/2005
 
N/A
 
100
%
 
760,515

 
220,860

 
320

 
99
%
 
Bergner's, JC Penney, Kohl's, Macy's, Sears
Frontier Mall
   Cheyenne, WY
 
1981
 
1997
 
100
%
 
526,036

 
181,166

 
313

 
94
%
 
Carmike Cinema, Dillard's for Women, Dillard's for Men, Kids & Home, JC Penney, Sears, Sports Authority
Governor's Square
   Clarksville, TN
 
1986
 
1999
 
47.5
%
 
738,147

 
250,623

 
374

 
90
%
 
Belk, Best Buy, Carmike Cinema, Dick's Sporting Goods, Dillard's, JC Penney, Ross, Sears
Greenbrier Mall
    Chesapeake, VA
 
1981/2004
 
2004
 
100
%
 
896,582

 
267,563

 
324

 
94
%
 
Dillard's, JC Penney, Jillian's, Macy's, Sears
Gulf Coast Town Center
   Ft. Myers, FL
 
2005
 
2007
 
50
%
 
1,235,171

 
312,277

 
318

 
90
%
 
Babies R Us, Bass Pro Shops, Belk, Best Buy, Dick's Sporting Goods, Glowgolf, Homegoods, JC Penney, Jo-Ann Fabrics & Crafts, LA Fitness, Marshall's, Regal Cinema, Ross, Staples, SuperTarget

26


Mall / Location
 
Year of Opening/
Acquisition
 
Year of
Most
Recent Expansion
 
Our
Ownership
 
Total
GLA (1)
 
Total
Mall Store GLA(2)
 
Mall Store
Sales per
Square
Foot (3)
 
Percentage
Mall
Store GLA
Leased (4)
 
Anchors & Junior Anchors
Hanes Mall
   Winston-Salem, NC
 
1975/2001
 
1990
 
100
%
 
1,504,704

 
503,578

 
344

 
99
%
 
Belk, Dillard's, Encore, H&M, JC Penney, Macy's, Sears
Harford Mall
   Bel Air, MD
 
1973/2003
 
2007
 
100
%
 
505,341

 
181,165

 
368

 
100
%
 
Encore, Macy's, Sears
Honey Creek Mall
   Terre Haute, IN
 
1968/2004
 
1981
 
100
%
 
677,207

 
185,692

 
352

 
97
%
 
Carson's, Encore, JC Penney, Macy's, Sears
Jefferson Mall
   Louisville, KY
 
1978/2001
 
1999
 
100
%
 
903,093

 
250,199

 
368

 
98
%
 
Dillard's, JC Penney, Macy's, Ross, Sears
Laurel Park Place
   Livonia, MI
 
1989/2005
 
1994
 
100
%
 
490,091

 
191,281

 
342

 
99
%
 
Carson's, Von Maur
Layton Hills Mall
   Layton, UT
 
1980/2006
 
1998
 
100
%
 
636,917

 
209,212

 
370

 
99
%
 
Dick's Sporting Goods, JC Penney, Macy's, former Mervyn's (one level vacant)
Northpark Mall
   Joplin, MO
 
1972/2004
 
1996
 
100
%
 
955,598

 
274,747

 
303

 
91
%
 
Hollywood Theater, JC Penney, Jo-Ann Fabrics & Crafts, Joplin High School, Macy's Men & Home, Macy's Women & Children, Sears, Tilt, T.J. Maxx, V-Stock
Northwoods Mall
   Charleston, SC
 
1972/2001
 
1995
 
100
%
 
772,567

 
269,448

 
340

 
98
%
 
Belk, Books-A-Million, Dillard's, JC Penney, Sears
Old Hickory Mall
   Jackson, TN
 
1967/2001
 
1994
 
100
%
 
538,990

 
161,895

 
335

 
99
%
 
Belk, JC Penney, Macy's, Sears
Parkdale Mall
   Beaumont, TX
 
1972/2001
 
1986
 
100
%
 
1,247,523

 
331,314

 
343

 
88
%
 
Ashley Furniture, Beall's (9), Books-A-Million, Dillard's, JC Penney, Kaplan College, Hollywood Theater, Macy's, Marshall's, Sears, XXI Forever
Parkway Place
   Huntsville, AL
 
1957/1998
 
2002
 
100
%
 
648,210

 
272,385

 
338

 
98
%
 
Belk, Dillard's
Post Oak Mall
   College Station, TX
 
1982
 
1985
 
100
%
 
774,921

 
287,396

 
370

 
83
%
 
Beall's (9), Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Macy's, Sears
Richland Mall
   Waco, TX
 
1980/2002
 
1996
 
100
%
 
685,317

 
204,092

 
348

 
91
%
 
Beall's (6), Dillard's for Men, Kids & Home, Dillard's for Women, JC Penney, Sears, XXI Forever
South County Center
   St. Louis, MO
 
1963/2007
 
2001
 
100
%
 
1,019,727

 
312,366

 
362

 
92
%
 
Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears
Southaven Towne Center
   Southaven, MS
 
2005
 
2013
 
100
%
 
529,089

 
145,994

 
317

 
97
%
 
Bed Bath & Beyond, Dillard's, Gordman's, HH Gregg, JC Penney
Southpark Mall
   Colonial Heights, VA
 
1989/2003
 
2007
 
100
%
 
687,613

 
244,353

 
338

 
95
%
 
Dick's Sporting Goods, JC Penney, Macy's, Regal Cinema, Sears
The Outlet Shoppes at
Atlanta *
   Woodstock, GA
 
2013
 
N/A
 
75
%
 
371,098

 
346,291

 
N/A (10)

 
96
%
 
Saks Fifth Ave OFF FIFTH
The Outlet Shoppes at Oklahoma City *
   Oklahoma City, OK
 
2011
 
2012
 
75
%
 
376,422

 
349,474

 
352

 
100
%
 
Saks Fifth Ave OFF FIFTH
Triangle Town Center
   Raleigh, NC
 
2002/2005
 
N/A
 
50
%
 
1,263,694

 
428,225

 
308

 
92
%
 
Barnes & Noble, Belk, Dillard's, Macy's, Sak's Fifth Avenue, Sears
Turtle Creek Mall
   Hattiesburg, MS
 
1994
 
1995
 
100
%
 
845,665

 
192,278

 
329

 
97
%
 
Belk, Dillard's, Garden Ridge, JC Penney, Sears, Stein Mart, United Artist Theater

27


Mall / Location
 
Year of Opening/
Acquisition
 
Year of
Most
Recent Expansion
 
Our
Ownership
 
Total
GLA (1)
 
Total
Mall Store GLA(2)
 
Mall Store
Sales per
Square
Foot (3)
 
Percentage
Mall
Store GLA
Leased (4)
 
Anchors & Junior Anchors
Valley View Mall
   Roanoke, VA
 
1985/2003
 
2007
 
100
%
 
844,272

 
285,254

 
340

 
100
%
 
Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, Sears
Volusia Mall
   Daytona Beach, FL
 
1974/2004
 
2013
 
100
%
 
1,071,516

 
252,973

 
366

 
97
%
 
Dillard's for Men & Home, Dillard's for Women, Dillard's for Children, JC Penney, Macy's, Sears
Westmoreland Mall
   Greensburg, PA
 
1977/2002
 
1994
 
100
%
 
999,640

 
303,801

 
318

 
99
%
 
BonTon, JC Penney, Macy's, Macy's Home Store, Old Navy, Sears
York Galleria
   York, PA
 
1989/1999
 
N/A
 
100
%
 
764,689

 
227,472

 
324

 
93
%
 
Bon Ton, Boscov's, JC Penney, Sears
Total Tier 2 Malls
 
 
 
 
 
 
 
30,985,341

 
10,106,444

 
$
342

 
95
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TIER 3
Sales < $300.01 per square foot
Alamance Crossing
   Burlington, NC
 
2007
 
2011
 
100
%
 
874,750

 
204,810

 
$
231

 
79
%
 
Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's
Bonita Lakes Mall (11) 
   Meridian, MS
 
1997
 
 N/A
 
100
%
 
631,958

 
154,673

 
289

 
97
%
 
Belk, Dillard's, JC Penney, Sears, United Artists Theatres
Cary Towne Center
   Cary, NC
 
1979/2001
 
1993
 
100
%
 
917,101

 
267,751

 
273

 
95
%
 
Belk, Dave & Buster's, Dillard's, JC Penney, Macy's, Sears
Chesterfield Mall
   Chesterfield, MO
 
1976/2007
 
2006
 
100
%
 
1,286,475

 
491,357

 
273

 
96
%
 
AMC Theater, Dillard's, H&M, Macy's, Sears, V-Stock
College Square
   Morristown, TN
 
1988
 
1999
 
100
%
 
485,417

 
119,121

 
267

 
81
%
 
Belk, Carmike Cinema, Goody's, JC Penney, Kohl's, former Sears (under
redevelopment) (12)
Fashion Square
   Saginaw, MI
 
1972/2001
 
1993
 
100
%
 
748,269

 
255,373

 
269

 
94
%
 
Carmike Cinema, Encore, JC Penney, Macy's, Sears
Foothills Mall
   Maryville, TN
 
1983/1996
 
2012
 
95
%
 
464,183

 
122,028

 
261

 
88
%
 
Belk, Carmike Cinema, Goody's, JC Penney, Sears, T.J. Maxx
Hickory Point Mall
   Decatur, IL
 
1977/2005
 
N/A
 
100
%
 
812,853

 
190,844

 
250

 
84
%
 
Bergner's, Cohn Furniture, Encore, JC Penney, Kohl's, Sears, Von Maur
Janesville Mall
   Janesville, WI
 
1973/1998
 
1998
 
100
%
 
614,593

 
166,763

 
289

 
98
%
 
Boston Store, JC Penney, Kohl's, Sears
Kentucky Oaks Mall
   Paducah, KY
 
1982/2001
 
1995
 
50
%
 
1,018,003

 
332,686

 
272

 
86
%
 
Best Buy, Dick's Sporting Goods, Dillard's, Dillard's Home Store, Elder-Beerman, JC Penney, Sears
Lakeshore Mall
   Sebring, FL
 
1992
 
1999
 
100
%
 
490,073

 
116,057

 
222

 
77
%
 
Beall's (6), Belk, Carmike, JC Penney, Kmart, Sears
Meridian Mall (13)
    Lansing, MI
 
1969/1998
 
2001
 
100
%
 
948,207

 
340,729

 
296

 
92
%
 
Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Macy's, Planet Fitness, Schuler Books & Music, Younkers for Her, Younkers Men, Kids & Home
Mid Rivers Mall
   St. Peters, MO
 
1987/2007
 
1999
 
100
%
 
1,089,025

 
305,706

 
296

 
93
%
 
Best Buy, Dick's Sporting Goods, Dillard's, JC Penney, Macy's, Sears, V-Stock, Wehrenberg Theaters

28


Mall / Location
 
Year of Opening/
Acquisition
 
Year of
Most
Recent Expansion
 
Our
Ownership
 
Total
GLA (1)
 
Total
Mall Store GLA(2)
 
Mall Store
Sales per
Square
Foot (3)
 
Percentage
Mall
Store GLA
Leased (4)
 
Anchors & Junior Anchors
Midland Mall
   Midland, MI
 
1991/2001
 
N/A
 
100
%
 
468,314

 
131,364

 
288

 
96
%
 
Barnes & Noble, Dunham's Sports, JC Penney, Sears, Target, Younkers
Monroeville Mall
   Pittsburgh, PA
 
1969/2004
 
2003
 
100
%
 
1,028,398

 
422,174

 
266

 
96
%
 
Barnes & Noble, Best Buy, Cinemark, Dick's Sporting Goods (14), H&M, JC Penney, Macy's
Northgate Mall
   Chattanooga, TN
 
1972/2011
 
2013
 
100
%
 
736,975

 
169,392

 
291

 
71
%
 
Belk, Carmike Cinemas, JC Penney, Michael's, Ross, Sears, T.J. Maxx
Pearland Town
Center (15)
    Pearland, TX
 
2008
 
N/A
 
88
%
 
644,708

 
281,324

 
279

 
92
%
 
Barnes & Noble, Dillard's, Macy's, Sports Authority
Randolph Mall
   Asheboro, NC
 
1982/2001
 
1989
 
100
%
 
381,293

 
116,018

 
249

 
81
%
 
Belk, Cinemark, Dunham's Sports, JC Penney, Sears
Regency Mall
   Racine, WI
 
1981/2001
 
1999
 
100
%
 
789,449

 
212,042

 
233

 
89
%
 
Boston Store, Burlington Coat Factory, HH Gregg, JC Penney, Pay Half, Sears
River Ridge Mall
   Lynchburg, VA
 
1980/2003
 
2000
 
100
%
 
764,187

 
197,035

 
267

 
94
%
 
Belk, JC Penney, Liberty University, Macy's, Regal Cinema, T.J. Maxx
Stroud Mall (16)
   Stroudsburg, PA
 
1977/1998
 
2005
 
100
%
 
398,146

 
113,663

 
275

 
96
%
 
Bon-Ton, Cinemark, JC Penney, Sears
The Lakes Mall
   Muskegon, MI
 
2001
 
N/A
 
100
%
 
589,689

 
187,783

 
259

 
99
%
 
Bed Bath & Beyond, Dick's Sporting Goods, JC Penney, Sears, Younkers
The Outlet Shoppes at
Gettysburg
    Gettysburg, PA
 
2000/2012
 
N/A
 
50
%
 
249,937

 
249,937

 
259

 
99
%
 
None
Walnut Square (17)
    Dalton, GA
 
1980
 
1992
 
100
%
 
495,331

 
169,896

 
239

 
99
%
 
Belk, Belk Home & Kids, Carmike Cinema, JC Penney, The Rush, Sears
Wausau Center (18)
    Wausau, WI
 
1983/2001
 
1999
 
100
%
 
423,556

 
150,356

 
262

 
99
%
 
JC Penney, Sears, Younkers
WestGate Mall (19)
   Spartanburg, SC
 
1975/1995
 
1996
 
100
%
 
953,801

 
247,643

 
288

 
90
%
 
Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Regal Cinema, Sears
Total Tier 3 Malls
 
 
 
 
 
 
 
18,304,691

 
5,716,525

 
$
270

 
92
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Mall Portfolio
 
 
 
65,966,248

 
21,195,675

 
$
356

 
95
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall / Location
 
Year of Opening/
Acquisition
 
Year of
Most
Recent Expansion
 
Our
Ownership
 
Total
GLA (1)
 
Total
Mall Store GLA(2)
 
Mall Store
Sales per
Square
Foot (3)
 
Percentage
Mall
Store GLA
Leased (4)
 
Anchors & Junior Anchors
Non-Core Malls (20)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chapel Hill Mall (21)
    Akron, OH
 
1966/2004
 
1995
 
100
%
 
862,062

 
276,728

 
N/A
 
N/A
 
Encore, JC Penney, Macy's, Sears
Citadel Mall (22)
   Charleston, SC
 
1981/2001
 
2000
 
100
%
 
1,019,207

 
282,379

 
N/A
 
N/A
 
Belk, Dillard's, JC Penney, Sears, Target
Columbia Place (23)
   Columbia, SC
 
1977/2001
 
N/A
 
100
%
 
1,027,756

 
293,056

 
N/A
 
N/A
 
Burlington Coat Factory, Macy's, Sears, two vacancies
Madison Square
Huntsville, AL
 
1984
 
1985
 
100
%
 
928,507

 
295,073

 
N/A
 
N/A
 
Belk, Dillard's, JC Penney, Sears, two vacancies
Total Non-Core Malls
 
 
 
 
 
 
 
3,837,532

 
1,147,236

 
 
 
 
 
 
* Non-stabilized Mall

29


(1)
Includes total square footage of the anchors (whether owned or leased by the anchor) and mall stores.  Does not include future expansion areas.
(2)
Excludes tenants over 20,000 square feet, anchors and junior anchors.
(3)
Excludes sales for license agreement tenants. Totals represent weighted averages.
(4)
Includes tenants paying rent for executed leases as of December 31, 2013.
(5)
We acquired the Sears locations at CoolSprings Galleria and Fayette Mall in 2013 with plans to redevelop both buildings into new specialty stores and restaurants. Sears at Fayette Mall closed in January 2014. Sears at CoolSprings Galleria is expected to close in 2014.
(6)
The Beall's operating at Lakeshore Mall is unrelated to the Beall's stores at Mall del Norte, Parkdale Mall, Post Oak Mall, Richland Mall and Sunrise Mall, which are owned by Stage Stores.
(7)
St. Clair Square - We are the lessee under a ground lease for 20 acres.  Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073.  The rental amount is $40,500 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200,000.
(8)
Brookfield Square - The annual ground rent for 2013 was $181,790.
(9)
EastGate Mall - Ground rent is $24,000 per year.
(10)
The Outlet Shoppes at Atlanta opened in July 2013. It is included in Tier 2 based on a projection of sales for a full calendar year.
(11)
Bonita Lakes Mall - We are the lessee under a ground lease for 82 acres, which extends through June 2035, plus one 25-year renewal option.  The annual ground rent for 2013 was $37,811, increasing by an average of 3% each year.
(12)
College Square - T.J. Maxx and Longhorn Steakhouse are scheduled to open in 2014 in the former Sears space.
(13)
Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options.  Fixed rent is $18,700 per year plus 3% to 4% of all rents.
(14)
Monroeville Mall - Dick's Sporting Goods is under development and scheduled to open in 2014.
(15)
Pearland Town Center is a mixed-use center which combines retail, hotel, office and residential components.  For segment reporting purposes, the retail portion of the center is classified in Malls, the office portion is classified in Office Buildings, and the hotel and residential portions are classified as Other.
(16)
Stroud Mall - We are the lessee under a ground lease, which extends through July 2089.  The current rental amount is $60,000 per year, increasing by $10,000 every ten years through 2059.  An additional $100,000 is paid every 10 years.
(17)
Walnut Square - We are the lessee under several ground leases.  Assuming the exercise of renewal options available, at our election, the ground lease expires March 14, 2078. The rental amount is $149,450 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  The Company has a right of first refusal to purchase the fee.
(18)
Wausau Center - Ground rent is $76,000 per year plus 10% of net taxable cash flow.
(19)
WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land.  Assuming the exercise of renewal options available, at our election, the ground lease expires October 31, 2084.  The rental amount is $130,025 per year.  In addition to base rent, the landlord receives 20% of the percentage rents collected.  The Company has a right of first refusal to purchase the fee.
(20)
Mall stores sales per square foot and occupancy percentage are not applicable as the steps taken to reposition non-core Malls lead to metrics which do not provide relevant information related to the condition of the non-core Malls.
(21)
Chapel Hill Mall - Ground rent is the greater of $10,000 or 30% of aggregate fixed minimum rent paid by tenants of certain store units.  The annual ground rent for 2013 was $11,333.
(22)
In January 2014, an entity formed by the holders of the non-recourse mortgage loan secured by Citadel Mall completed the foreclosure sale process and acquired title to the Property.
(23)
Columbia Place is in the process of foreclosure.

30


Anchors
 
Anchors are an important factor in a Mall’s successful performance. The public’s identification with a mall property typically focuses on the anchor tenants. Mall anchors are generally a department store whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the mall store tenants.
 
Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for anchor tenants are significantly lower than the rents charged to mall store tenants. Total rental revenues from anchors account for 12.6% of the total revenues from our Properties in 2013. Each anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.
 
During 2013, we added the following anchors and junior anchors to the following Malls:
Name
 
Property
 
Location
Academy Sports & Outdoors
 
Oak Park Mall
 
Overland Park, KS
Cinemark Theater
 
Monroeville Mall
 
Pittsburgh, PA
Dave & Buster's
 
Cary Towne Center
 
Cary, NC
Dick's Sporting Goods
 
South County Center
 
St. Louis, MO
Dick's Sporting Goods
 
Southpark Mall
 
Colonial Heights, VA
Dunham's Sports
 
Randolph Mall
 
Asheboro, NC
Encore
 
Harford Mall
 
Bel Air, MD
Garden Ridge
 
Turtle Creek Mall
 
Hattiesburg, MS
H&M
 
Oak Park Mall
 
Overland Park, KS
H&M
 
Monroeville Mall
 
Pittsburgh, PA
Homegoods
 
Gulf Coast Town Center
 
Fort Myers, FL
Liberty University
 
River Ridge Mall
 
Lynchburg, VA
Michael's
 
Northgate Mall
 
Chattanooga, TN
Pay Half
 
Regency Mall
 
Racine, WI
Planet Fitness
 
Meridian Mall
 
Lansing, MI
Ross Dress for Less
 
Governor's Square
 
Clarksville, TN
Ross Dress for Less
 
Northgate Mall
 
Chattanooga, TN
Saks Fifth Avenue OFF FIFTH
 
The Outlet Shoppes at Atlanta
 
Woodstock, GA
T.J. Maxx
 
River Ridge Mall
 
Lynchburg, VA
 
As of December 31, 2013, the Malls had a total of 330 anchors. The mall anchors and the amount of GLA leased or owned by each as of December 31, 2013 is as follows:
 
 
 
Number of Stores
 
Gross Leaseable Area
Anchor
 
Mall
Leased
 
Anchor
Owned
 
Total
 
Mall
Leased
 
Anchor
Owned
 
Total
JC Penney (1)
 
37
 
32
 
69
 
3,831,735

 
4,105,215

 
7,936,950

Sears (2)
 
22
 
41
 
63
 
2,472,399

 
5,849,621

 
8,322,020

Dillard's (3)
 
4
 
42
 
46
 
660,713

 
5,993,025

 
6,653,738

Sak's
 
—
 
1
 
1
 
—

 
83,066

 
83,066

Macy's (4)
 
14
 
29
 
43
 
1,837,454

 
4,608,131

 
6,445,585

Belk (5)
 
7
 
22
 
29
 
688,937

 
2,794,007

 
3,482,944

Bon-Ton:
 
 
 
 
 
 
 
 

 
 

 
 

Bon-Ton
 
2
 
1
 
3
 
186,824

 
131,915

 
318,739

Bergner's (6)
 
1
 
2
 
3
 
128,330

 
257,071

 
385,401

Boston Store (7)
 
1
 
4
 
5
 
96,000

 
599,280

 
695,280

Carson's
 
2
 
—
 
2
 
219,190

 
—

 
219,190

Herberger's
 
2
 
—
 
2
 
144,968

 
—

 
144,968

Younkers (8)
 
2
 
2
 
4
 
168,496

 
206,695

 
375,191

Elder-Beerman
 
2
 
—
 
2
 
124,233

 
—

 
124,233

Subtotal
 
12
 
9
 
21
 
1,068,041

 
1,194,961

 
2,263,002


31


 
 
 
Number of Stores
 
Gross Leaseable Area
Anchor
 
Mall
Leased
 
Anchor
Owned
 
Total
 
Mall
Leased
 
Anchor
Owned
 
Total
Academy Sports & Outdoors
 
1
 
—
 
1
 
74,407

 
—

 
74,407

AMC Theaters
 
1
 
—
 
1
 
59,491

 
—

 
59,491

Bass Pro Outdoor World
 
1
 
—
 
1
 
130,000

 
—

 
130,000

BJ's Wholesale Club
 
1
 
—
 
1
 
85,188

 
—

 
85,188

Boscov's
 
—
 
1
 
1
 
—

 
150,000

 
150,000

Burlington Coat Factory
 
1
 
—
 
1
 
80,000

 
—

 
80,000

Carousel Cinemas
 
1
 
—
 
1
 
52,000

 
—

 
52,000

Cinemark Theater
 
4
 
—
 
4
 
240,271

 
—

 
240,271

Dick's Sporting Goods (9)
 
10
 
1
 
11
 
636,259

 
70,000

 
706,259

Dunham Sports
 
1
 
—
 
1
 
60,200

 
—

 
60,200

Forever 21
 
—
 
1
 
1
 
—

 
57,500

 
57,500

Garden Ridge
 
—
 
1
 
1
 
—

 
124,700

 
124,700

Gordman's
 
1
 
—
 
1
 
59,360

 
—

 
59,360

Grande Cinemas
 
1
 
—
 
1
 
60,400

 
—

 
60,400

Harris Teeter
 
—
 
1
 
1
 
—

 
72,757

 
72,757

Hobby Lobby
 
1
 
—
 
1
 
52,500

 
—

 
52,500

I. Keating Furniture
 
1
 
—
 
1
 
103,994

 
—

 
103,994

Joplin Schools
 
—
 
1
 
1
 
—

 
90,000

 
90,000

Kmart
 
1
 
—
 
1
 
86,479

 
—

 
86,479

Kohl's
 
5
 
2
 
7
 
421,568

 
132,000

 
553,568

Liberty University
 
—
 
1
 
1
 
—

 
113,074

 
113,074

Nordstrom (10)
 
—
 
2
 
2
 
—

 
385,000

 
385,000

Regal Cinemas
 
4
 
—
 
4
 
273,900

 
—

 
273,900

Scheel's All Sports
 
2
 
—
 
2
 
200,536

 
—

 
200,536

Sleep Inn & Suites
 
1
 
—
 
1
 
123,506

 
—

 
123,506

Target
 
1
 
3
 
4
 
100,000

 
400,236

 
500,236

Von Maur
 
—
 
2
 
2
 
—

 
233,280

 
233,280

Wehrenberg Theaters
 
1
 
—
 
1
 
56,000

 
—

 
56,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Developments: (11)
 
 
 
 
 
 
 
 
 
 
 
 
Dick's Sporting Goods
 
1
 
—
 
1
 
54,379

 
—

 
54,379

T.J. Maxx/Longhorn Steakhouse
 
1
 
—
 
1
 
67,438

 
—

 
67,438

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
138
 
192
 
330
 
13,637,155

 
26,456,573

 
40,093,728

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Of the 32 stores owned by JC Penney, 5 are subject to ground lease payments to the Company.
(2)
Of the 41 stores owned by Sears, 3 are subject to ground lease payments to the Company.
(3)
Of the 42 stores owned by Dillard's, 4 are subject to ground lease payments to the Company.
(4)
Of the 29 stores owned by Macy's, 6 are subject to ground lease payments to the Company.
(5)
Of the 22 stores owned by Belk, 2 are subject to ground lease payments to the Company. 
(6)
Of the two stores owned by Bergner's, one is subject to ground lease payments to the Company.
(7)
Of the four stores owned by Boston Store, one is subject to ground lease payments to the Company.
(8)
Of the two stores owned by Younker's, one is subject to ground lease payments to the Company.
(9)
The one store owned by Dick's Sporting Goods is subject to ground lease payments to the Company.
(10)
Of the two stores owned by Nordstrom, one is subject to ground lease payments to the Company
(11)
Stores are under development and will open in 2014.
 




32



As of December 31, 2013, the Malls had a total of 122 junior anchors including three vacant locations. The mall junior anchors and the amount of GLA leased or owned by each as of December 31, 2013 is as follows:

 
 
Number of Stores
 
Gross Leaseable Area
Junior Anchor
 
Mall
Leased
 
Anchor
Owned
 
Total
 
Mall
Leased
 
Anchor
Owned
 
Total
A'GACI
 
1
 
—
 
1
 
28,000

 
—
 
28,000

Ashley Furniture HomeStores
 
1
 
—
 
1
 
26,439

 
—
 
26,439

Babies "R" Us
 
1
 
—
 
1
 
30,700

 
—
 
30,700

Barnes & Noble
 
15
 
—
 
15
 
442,818

 
—
 
442,818

Beall Bros.
 
5
 
—
 
5
 
193,209

 
—
 
193,209

Beall's (Fla)
 
1
 
—
 
1
 
45,844

 
—
 
45,844

Bed, Bath & Beyond
 
6
 
—
 
6
 
179,915

 
—
 
179,915

Best Buy
 
3
 
—
 
3
 
98,481

 
—
 
98,481

Books A Million
 
2
 
—
 
2
 
44,180

 
—
 
44,180

Carmike Cinemas
 
7
 
—
 
7
 
261,332

 
—
 
261,332

Cinemark Theater
 
4
 
—
 
4
 
159,368

 
—
 
159,368

Cohn Furniture
 
1
 
—
 
1
 
20,030

 
—
 
20,030

Dave & Buster's
 
1
 
—
 
1
 
30,004

 
—
 
30,004

Dick's Sporting Goods
 
5
 
—
 
5
 
216,625

 
—
 
216,625

Dunham Sports
 
1
 
—
 
1
 
35,368

 
—
 
35,368

Encore
 
7
 
—
 
7
 
179,663

 
—
 
179,663

Foot Locker
 
1
 
—
 
1
 
22,847

 
—
 
22,847

Glowgolf
 
1
 
—
 
1
 
22,169

 
—
 
22,169

Goody's
 
2
 
—
 
2
 
61,358

 
—
 
61,358

Gordman's
 
2
 
—
 
2
 
96,979

 
—
 
96,979

H&M
 
5
 
—
 
5
 
103,485

 
—
 
103,485

HH Gregg
 
1
 
1
 
2
 
25,000

 
33,887
 
58,887

Homegoods
 
1
 
—
 
1
 
32,034

 
—
 
32,034

Jillian's
 
1
 
—
 
1
 
21,295

 
—
 
21,295

Jo-Ann Fabrics
 
2
 
—
 
2
 
57,989

 
—
 
57,989

Joe Brand
 
1
 
—
 
1
 
29,413

 
—
 
29,413

Kaplan College
 
1
 
—
 
1
 
30,294

 
—
 
30,294

Marshall's
 
1
 
—
 
1
 
32,996

 
—
 
32,996

Michael's
 
1
 
—
 
1
 
20,076

 
—
 
20,076

Old Navy
 
1
 
—
 
1
 
20,257

 
—
 
20,257

Pay Half
 
1
 
—
 
1
 
25,764

 
—
 
25,764

Planet Fitness
 
1
 
—
 
1
 
23,107

 
—
 
23,107

REI
 
1
 
—
 
1
 
24,427

 
—
 
24,427

Regal Cinemas
 
1
 
—
 
1
 
23,360

 
—
 
23,360

Ross Dress For Less
 
4
 
—
 
4
 
106,293

 
—
 
106,293

Saks Fifth Avenue OFF FIFTH
 
2
 
—
 
2
 
51,755

 
—
 
51,755

Schuler Books
 
1
 
—
 
1
 
24,116

 
—
 
24,116

Sports Authority (1)
 
1
 
1
 
2
 
24,750

 
42,085
 
66,835

Staples
 
1
 
—
 
1
 
20,388

 
—
 
20,388

Stein Mart
 
1
 
—
 
1
 
30,463

 
—
 
30,463

Steinhafels
 
1
 
—
 
1
 
28,828

 
—
 
28,828

The Rush Fitness Complex
 
1
 
—
 
1
 
30,566

 
—
 
30,566

Tilt
 
1
 
—
 
1
 
22,484

 
—
 
22,484

T.J. Maxx
 
4
 
—
 
4
 
113,201

 
—
 
113,201

United Artists Theatre
 
2
 
—
 
2
 
59,180

 
—
 
59,180

V-Stock
 
3
 
—
 
3
 
95,098

 
—
 
95,098

Whole Foods
 
—
 
1
 
1
 
—

 
34,320
 
34,320


33


 
 
Number of Stores
 
Gross Leaseable Area
Junior Anchor
 
Mall
Leased
 
Anchor
Owned
 
Total
 
Mall
Leased
 
Anchor
Owned
 
Total
XXI Forever / Forever 21
 
8
 
—
 
8
 
255,335

 
—
 
255,335

 
 
 
 
 
 
 
 
 
 
 
 
 
Vacant Junior Anchors:
 
 
 
 
 
 
 
 
 
 
 
 
Steve & Barry's
 
3
 
—
 
3
 
96,812

 
—
 
96,812

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
119
 
3
 
122
 
3,624,095

 
110,292
 
3,734,387

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The one store owned by Sports Authority is subject to ground lease payments to the Company.

Mall Stores
 
The Malls have approximately 7,752 mall stores. National and regional retail chains (excluding local franchises) lease approximately 66.9% of the occupied mall store GLA. Although mall stores occupy only 31.0% of the total mall GLA (the remaining 69.0% is occupied by anchors or is vacant), the Malls received 81.7% of their revenues from mall stores for the year ended December 31, 2013.

Mall Lease Expirations
 
The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2013:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a %
of Total Leased
GLA (3)
2014
 
1,456
 
$
101,059,000

 
3,579,000

 
$
28.24

 
14.0%
 
18.6%
2015
 
947
 
101,823,000

 
2,661,000

 
38.27

 
14.1%
 
13.8%
2016
 
865
 
97,118,000

 
2,479,000

 
39.18

 
13.5%
 
12.9%
2017
 
757
 
85,399,000

 
2,206,000

 
38.71

 
11.9%
 
11.4%
2018
 
682
 
84,493,000

 
2,133,000

 
39.61

 
11.7%
 
11.1%
2019
 
332
 
47,691,000

 
1,180,000

 
40.42

 
6.6%
 
6.1%
2020
 
277
 
41,378,000

 
950,000

 
43.55

 
5.7%
 
4.9%
2021
 
310
 
42,360,000

 
1,048,000

 
40.43

 
5.9%
 
5.4%
2022
 
329
 
46,288,000

 
1,108,000

 
41.76

 
6.4%
 
5.7%
2023
 
380
 
53,299,000

 
1,339,000

 
39.81

 
7.4%
 
6.9%

(1)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2013 for expiring leases that were executed as of December 31, 2013.
(2)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2013.
(3)
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2013.

See page 57 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2013. Our goal is to continue to convert shorter term leases to longer terms. For leases expiring in 2014 that we are able to renew or replace with new tenants, we anticipate that we will be able to achieve higher rental rates than the existing rates of the expiring leases as retailers seek out space in our market-dominant Properties and new supply remains constricted. Page 57 also includes new and renewal leasing activity as of December 31, 2013 with commencement dates in 2013 and 2014.
 

34


Mall Tenant Occupancy Costs
 
Occupancy cost is a tenant’s total cost of occupying its space, divided by sales. Mall store sales represents total sales amounts received from reporting tenants with space of less than 10,000 square feet.  The following table summarizes tenant occupancy costs as a percentage of total mall store sales, excluding license agreements, for the three years ended December 31, 2013:

 
 
Year Ended December 31, (1)
 
 
2013
 
2012
 
2011
Mall store sales (in millions)
 
$
5,598.49

 
$
5,767.43

 
$
5,498.01

Minimum rents
 
8.58
%
 
8.29
%
 
8.39
%
Percentage rents
 
0.59
%
 
0.62
%
 
0.59
%
Tenant reimbursements (2)
 
3.65
%
 
3.67
%
 
3.78
%
Mall tenant occupancy costs
 
12.82
%
 
12.58
%
 
12.76
%
(1)
In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.
(2)
Represents reimbursements for real estate taxes, insurance, common area maintenance charges, marketing and certain capital expenditures.
 
Debt on Malls
 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2013” included herein for information regarding any liens or encumbrances related to our Malls.
 

Associated Centers
 
We owned a controlling interest in 25 Associated Centers and a non-controlling interest in 4 Associated Centers as of December 31, 2013.
 
Associated Centers are retail properties that are adjacent to a regional mall complex and include one or more anchors, or big box retailers, along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Target, Kohl’s and Bed Bath & Beyond.  Associated Centers are managed by the staff at the Mall since it is adjacent to and usually benefits from the customers drawn to the Mall.

We own the land underlying the Associated Centers in fee simple interest, except for Bonita Lakes Crossing, which is subject to a long-term ground lease.
 
The following table sets forth certain information for each of the Associated Centers as of December 31, 2013:

Associated Center / Location
 
Year of Opening/ Most Recent Expansion
 
Company's
Ownership
 
Total GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors
Annex at Monroeville
Pittsburgh, PA
 
1986
 
100
%
 
186,367

 
186,367

 
100
%
 
Burlington Coat Factory, Dick's Sporting Goods
Bonita Lakes Crossing (4)
Meridian, MS
 
1997/1999
 
100
%
 
147,518

 
147,518

 
78
%
 
Ashley Home Store, T.J. Maxx
Chapel Hill Suburban
Akron, OH
 
1969
 
100
%
 
118,603

 
118,603

 
75
%
 
Roses
Coastal Grand Crossing
Myrtle Beach, SC
 
2005
 
50
%
 
35,013

 
35,013

 
97
%
 
PetSmart
CoolSprings Crossing
Nashville, TN
 
1992
 
100
%
 
167,470

 
63,010

 
81
%
 
American Signature (5), HH Gregg (6), Target (5), Toys R Us (5), Whole Foods (6)
Courtyard at Hickory Hollow
Nashville, TN
 
1979
 
100
%
 
71,038

 
71,038

 
79
%
 
Carmike Cinema

35


Associated Center / Location
 
Year of Opening/ Most Recent Expansion
 
Company's
Ownership
 
Total GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors
EastGate Crossing
Cincinnati, OH
 
1991 / 2012
 
100
%
 
208,223

 
184,739

 
100
%
 
Kroger, Marshall's,
Office Max (5)
Foothills Plaza
Maryville, TN
 
1983/1986
 
100
%
 
71,274

 
71,274

 
93
%
 
Ollie's Bargain Outlet
Frontier Square
Cheyenne, WY
 
1985
 
100
%
 
186,552

 
16,527

 
100
%
 
PETCO (7), Ross (7), Target (5), T.J. Maxx (7)
Governor's Square Plaza
Clarksville, TN
 
1985/1988
 
50
%
 
215,281

 
71,702

 
100
%
 
Bed Bath & Beyond, Premier Medical Group, Target (5)
Gunbarrel Pointe
Chattanooga, TN
 
2000
 
100
%
 
273,913

 
147,913

 
100
%
 
Earthfare, Kohl's,Target (5)
Hamilton Corner
Chattanooga, TN
 
1990/2005
 
90
%
 
67,243

 
67,243

 
71
%
 
None
Hamilton Crossing
Chattanooga, TN
 
1987/2005
 
92
%
 
191,945

 
98,832

 
98
%
 
HomeGoods (8),
Michaels (8),
T.J. Maxx, Toys R Us (5)
Harford Annex
Bel Air, MD
 
1973/2003
 
100
%
 
107,656

 
107,656

 
100
%
 
Best Buy, Office Depot, PetSmart
The Landing at Arbor Place
Atlanta (Douglasville), GA
 
1999
 
100
%
 
162,954

 
85,267

 
85
%
 
Michaels, Toys R Us (5)
Layton Hills Convenience Center
Layton, UT
 
1980
 
100
%
 
91,379

 
91,379

 
98
%
 
Big Lots
Layton Hills Plaza
Layton, UT
 
1989
 
100
%
 
18,808

 
18,808

 
100
%
 
None
Parkdale Crossing
Beaumont, TX
 
2002
 
100
%
 
80,102

 
80,102

 
98
%
 
Barnes & Noble
The Plaza at Fayette
Lexington, KY
 
2006
 
100
%
 
190,207

 
190,207

 
99
%
 
Cinemark, Gordman's
The Shoppes at Hamilton Place
Chattanooga, TN
 
2003
 
92
%
 
131,274

 
131,274

 
97
%
 
Bed Bath & Beyond, Marshall's, Ross
The Shoppes at St. Clair Square
Fairview Heights, IL
 
2007
 
100
%
 
84,383

 
84,383

 
96
%
 
Barnes & Noble
Sunrise Commons
Brownsville, TX
 
2001
 
100
%
 
201,960

 
100,515

 
100
%
 
K-Mart (5), Marshall's, Ross
The Terrace
Chattanooga, TN
 
1997
 
92
%
 
156,612

 
156,612

 
100
%
 
Academy Sports
Triangle Town Place
Raleigh, NC
 
2004
 
50
%
 
149,471

 
149,471

 
100
%
 
Bed Bath & Beyond, Dick's Sporting Goods, DSW Shoes
West Towne Crossing
Madison, WI
 
1980
 
100
%
 
426,633

 
104,234

 
100
%
 
Barnes & Noble, Best Buy, Cub Foods (5), Gander Mountain (9), Kohl's (5), Office Max (5), Savers, Shopko (5)
WestGate Crossing
Spartanburg, SC
 
1985/1999
 
100
%
 
157,870

 
157,870

 
71
%
 
Hamricks, Jo-Ann Fabrics & Crafts
Westmoreland Crossing
Greensburg, PA
 
2002
 
100
%
 
280,570

 
280,570

 
100
%
 
Carmike Cinema, Dick's Sporting Goods,
Levin Furniture,
Michaels (10),  
T.J. Maxx (10)
York Town Center
York, PA
 
2007
 
50
%
 
282,882

 
282,882

 
100
%
 
Bed Bath & Beyond, Best Buy, Christmas Tree Store, Dick's Sporting Goods, Ross, Staples
Total Associated Centers
 
 
 
 

 
4,463,201

 
3,301,009

 
95
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Core Associated Center:
 
 
 
 
 
 
 
 
 
 
 
 
Madison Plaza
Huntsville, AL
 
1984
 
100
%
 
153,503

 
99,108

 
N/A

 
Haverty's, HH Gregg (11)
 
(1)
Includes total square footage of the anchors (whether owned or leased by the anchor) and shops. Does not include future expansion areas.
(2)
Includes leasable anchors.
(3)
Includes tenants paying rent for executed leases as of December 31, 2013, including leased anchors.

36


(4)
Bonita Lakes Crossing - We are the lessee under a ground lease for 34 acres, which extends through June 2035, including one 25-year renewal option. The annual rent at December 31, 2013 was $26,276, increasing by an average of 3% each year.
(5)
Owned by the tenant.
(6)
CoolSprings Crossing - Space is owned by SM Newco Franklin LLC, an affiliate of Developers Diversified, and subleased to HH Gregg and Whole Foods (vacant).
(7)
Frontier Square - Space is owned by 1639 11th Street Associates and subleased to PETCO, Ross, and T.J. Maxx.
(8)
Hamilton Crossing - Space is owned by Schottenstein Property Group and subleased to HomeGoods and Michaels.
(9)
West Towne Crossing - Under redevelopment for addition of Nordstrom Rack.
(10)
Westmoreland Crossing - Space is owned by Schottenstein Property Group and subleased to Michaels and T.J. Maxx.
(11)
Madison Plaza - Space is owned by SM Newco Huntsville LLC, an affiliate of Developers Diversified, and subleased to HH Gregg.

Associated Centers Lease Expirations
 
The following table summarizes the scheduled lease expirations for Associated Center tenants in occupancy as of December 31, 2013:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as %
of Total Leased
GLA (3)
2014
 
20

 
$
1,570,000

 
98,000

 
$
15.97

 
3.6
%
 
3.2
%
2015
 
43

 
4,645,000

 
293,000

 
15.86

 
10.5
%
 
9.5
%
2016
 
37

 
5,499,000

 
388,000

 
14.17

 
12.4
%
 
12.7
%
2017
 
53

 
6,807,000

 
415,000

 
16.39

 
15.4
%
 
13.5
%
2018
 
40

 
6,344,000

 
378,000

 
16.80

 
14.4
%
 
12.3
%
2019
 
20

 
3,981,000

 
338,000

 
11.79

 
9.0
%
 
11.0
%
2020
 
15

 
2,265,000

 
207,000

 
10.94

 
5.1
%
 
6.8
%
2021
 
13

 
4,374,000

 
322,000

 
13.58

 
9.9
%
 
10.5
%
2022
 
22

 
4,148,000

 
311,000

 
13.34

 
9.4
%
 
10.1
%
2023
 
9

 
1,744,000

 
87,000

 
20.16

 
3.9
%
 
2.8
%

(1)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2013 for expiring leases that were executed as of December 31, 2013.
(2)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2013.
(3)
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2013.

Debt on Associated Centers
 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2013” included herein for information regarding any liens or encumbrances related to our Associated Centers.
 
Community Centers
 
We owned a controlling interest in seven Community Centers and a non-controlling interest in four Community Centers as of December 31, 2013.  Community Centers typically have less development risk because of shorter development periods and lower costs. While Community Centers generally maintain higher occupancy levels and are more stable, they typically have slower rent growth because the anchor stores’ rents are typically fixed and are for longer terms.
 
Community Centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.
 
We own the land underlying the Community Centers in fee simple interest.

37


 
The following table sets forth certain information for each of our Community Centers at December 31, 2013:

Community Center / Location
 
Year of Opening/ Most Recent Expansion
 
Company's Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA (2)
 
Percentage
GLA
Occupied (3)
 
Anchors
Cobblestone Village at Palm Coast
Palm Coast, FL
 
2007
 
100
%
 
96,891

 
22,876

 
97
%
 
Belk (4)
The Crossings at Marshalls Creek
Middle Smithfield, PA
 
2013
 
100
%
 
84,943

 
84,943

 
95
%
 
Price Chopper
The Forum at Grandview
Madison, MS
 
2010/2012
 
75
%
 
189,719

 
189,719

 
100
%
 
Best Buy, Dick’s Sporting Goods, Homegoods, Michaels, Stein Mart
Hammock Landing
West Melbourne, FL
 
2009
 
50
%
 
343,897

 
206,896

 
96
%
 
HH Gregg, Kohl's (4), Marshall's, Michaels, Ross, Target (4)
High Pointe Commons
Harrisburg, PA
 
2006/2008
 
50
%
 
341,789

 
118,786

 
98
%
 
Christmas Tree Shops, JC Penney (4), Target (4)
The Pavilion at Port Orange
Port Orange, FL
 
2010
 
50
%
 
313,838

 
252,039

 
95
%
 
Belk, Hollywood Theaters, Marshall's, Michaels
Pemberton Plaza
Vicksburg, MS
 
1986
 
100
%
 
77,894

 
26,948

 
91
%
 
T.J. Maxx (5)
The Promenade
D'Iberville, MS
 
2009
 
85
%
 
528,464

 
311,504

 
100
%
 
Best Buy, Dick's Sporting Goods, Kohl's (4), Marshall's, Michaels, Target (4)
Renaissance Center
Durham, NC
 
2003/2007
 
50
%
 
314,691

 
314,691

 
96
%
 
Best Buy, Nordstrom, REI, Toys R Us
Statesboro Crossing
Statesboro, GA
 
2008
 
50
%
 
136,958

 
136,958

 
98
%
 
Hobby Lobby, T.J. Maxx
Waynesville Commons
Waynesville, NC
 
2012
 
100
%
 
126,901

 
41,967

 
100
%
 
Belk (4)
Total Community Centers
 
 
 
 

 
2,555,985

 
1,707,327

 
97
%
 
 
(1)
Includes total square footage of the Anchors (whether owned or leased by the Anchor) and shops.  Does not include future expansion areas.
(2)
Includes leasable Anchors.
(3)
Includes tenants paying rent for executed leases as of December 31, 2013, including leased anchors.
(4)
Owned by tenant.
(5)
Pemberton Plaza - Space is owned by The Kroger Company and subleased to T.J. Maxx.

Community Centers Lease Expirations
 
The following table summarizes the scheduled lease expirations for tenants in occupancy at Community Centers as of December 31, 2013:
Year Ending
December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring
Leases as % of
Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2014
 
17

 
$
1,269,000

 
39,000

 
$
32.25

 
3.6
%
 
2.0
%
2015
 
29

 
2,314,000

 
89,000

 
25.94

 
6.6
%
 
4.5
%
2016
 
22

 
1,285,000

 
59,000

 
21.83

 
3.7
%
 
3.0
%
2017
 
31

 
2,636,000

 
121,000

 
21.71

 
7.6
%
 
6.2
%
2018
 
26

 
2,812,000

 
136,000

 
20.67

 
8.1
%
 
6.9
%
2019
 
25

 
4,070,000

 
212,000

 
19.24

 
11.7
%
 
10.7
%
2020
 
35

 
6,992,000

 
392,000

 
17.82

 
20.1
%
 
19.9
%
2021
 
15

 
2,563,000

 
139,000

 
18.4

 
7.4
%
 
7.1
%
2022
 
18

 
2,591,000

 
147,000

 
17.58

 
7.4
%
 
7.5
%
2023
 
26

 
3,555,000

 
209,000

 
17.00

 
10.2
%
 
10.6
%
 
(1)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2013 for expiring leases that were executed as of December 31, 2013.

38


(2)
Total annualized gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2013.
(3)
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2013.

Debt on Community Centers
 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2013” included herein for information regarding any liens or encumbrances related to our Community Centers.
 
Office Buildings
 
We owned a controlling interest in eight Office Buildings and a non-controlling interest in five Office Buildings as of December 31, 2013.
 
We own a 92% interest in the 131,000 square foot office building where our corporate headquarters is located. As of December 31, 2013, we occupied 63.3% of the total square footage of the building.
 
The following tables set forth certain information for each of our Office Buildings at December 31, 2013:
Office Building / Location
 
Year of Opening/ Most Recent Expansion
 
Company's Ownership
 
Total
GLA (1)
 
Total
Leasable
GLA
 
Percentage
GLA
Occupied
840 Greenbrier Circle
    Chesapeake, VA
 
1983
 
100
%
 
50,820

 
50,820

 
82
%
850 Greenbrier Circle
    Chesapeake, VA
 
1984
 
100
%
 
81,318

 
81,318

 
100
%
Bank of America Building
    Greensboro, NC
 
1988
 
50
%
 
49,265

 
49,265

 
38
%
CBL Center
    Chattanooga, TN
 
2001
 
92
%
 
130,658

 
130,658

 
100
%
CBL Center II
    Chattanooga, TN
 
2008
 
92
%
 
76,437

 
76,437

 
95
%
First Citizens Bank Building
    Greensboro, NC
 
1985
 
50
%
 
43,357

 
43,357

 
95
%
Friendly Center Office Building
    Greensboro, NC
 
1972
 
50
%
 
29,086

 
29,086

 
86
%
Oak Branch Business Center
    Greensboro, NC
 
1990/1995
 
100
%
 
33,622

 
33,622

 
77
%
One Oyster Point
    Newport News, VA
 
1984
 
100
%
 
36,257

 
36,257

 
29
%
The Pavilion at Port Orange
Port Orange, FL
 
2010
 
50
%
 
31,382

 
31,382

 
86
%
Pearland Office
    Pearland, TX
 
2009
 
88
%
 
30,100

 
30,100

 
100
%
Two Oyster Point
    Newport News, VA
 
1985
 
100
%
 
39,283

 
39,283

 
79
%
Wachovia Office Building
    Greensboro, NC
 
1992
 
50
%
 
12,000

 
12,000

 
100
%
Total Office Buildings
 
 
 
 

 
643,585

 
643,585

 
85
%
 
(1)  Includes total square footage of the offices.  Does not include future expansion areas.



39


Office Buildings Lease Expirations
 
The following table summarizes the scheduled lease expirations for tenants in occupancy at Office Buildings as of December 31, 2013:
Year Ending
 December 31,
 
Number of
Leases
Expiring
 
Annualized
Gross Rent (1)
 
GLA of
Expiring
Leases
 
Average
Annualized
Gross Rent
Per Square
Foot
 
Expiring Leases
as % of Total
Annualized
Gross Rent (2)
 
Expiring
Leases as a
% of Total
Leased
GLA (3)
2014
 
8

 
$
278,000

 
16,000

 
$
17.18

 
2.5
%
 
3.2
%
2015
 
18

 
1,878,000

 
95,000

 
19.86

 
16.8
%
 
18.6
%
2016
 
19

 
1,068,000

 
56,000

 
19.15

 
9.6
%
 
11.0
%
2017
 
14

 
2,019,000

 
125,000

 
16.13

 
18.1
%
 
24.6
%
2018
 
16

 
1,705,000

 
61,000

 
27.83

 
15.3
%
 
12.0
%
2019
 
4

 
1,252,000

 
53,000

 
23.57

 
11.2
%
 
10.4
%
2020
 
—

 
—

 
—

 
—

 
—
%
 
—
%
2021
 
—

 
—

 
—

 
—

 
—
%
 
—
%
2022
 
2

 
464,000

 
15,000

 
—

 
4.2
%
 
2.9
%
 
(1)
Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2013 for expiring leases that were executed as of December 31, 2013.
(2)
Total annualized contractual gross rent, including recoverable common area expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2013.
(3)
Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2013.

Debt on Office Buildings
 
Please see the table entitled “Mortgage Loans Outstanding at December 31, 2013” included herein for information regarding any liens or encumbrances related to our Offices.
 
Mortgages Notes Receivable
 
We own five mortgages, each of which is collateralized by either a first mortgage, a second mortgage or by assignment of 100% of the ownership interests in the underlying real estate and related improvements. The mortgages are more fully described on Schedule IV in Part IV of this report.

Mortgage Loans Outstanding at December 31, 2013 (in thousands):
 
Property
 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as of
12/31/13 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional Extended Maturity Date
 
Balloon
Payment Due
on Maturity
 
Open to Prepayment
Date (2)
 
Footnote
Consolidated Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Malls:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acadiana Mall
 
100
%
 
5.67
%
 
$
134,933

 
$
10,435

 
Apr-17
 
—
 
$
124,998

 
Open
 
 
 
Alamance Crossing
 
100
%
 
5.83
%
 
49,350

 
3,589

 
Jul-21
 
—
 
43,046

 
Jul-14
 
 
 
Arbor Place
 
100
%
 
5.10
%
 
119,319

 
7,948

 
May-22
 
—
 
100,861

 
Apr-14
 
 
 
Asheville Mall
 
100
%
 
5.80
%
 
74,819

 
5,917

 
Sep-21
 
—
 
60,190

 
Sep-14
 
 
 
Brookfield Square
 
100
%
 
5.08
%
 
90,117

 
6,822

 
Nov-15
 
—
 
85,807

 
Open
 
 
 
Burnsville Center
 
100
%
 
6.00
%
 
77,565

 
6,417

 
Jul-20
 
—
 
63,589

 
Open
 
 
 
Cary Towne Center
 
100
%
 
8.50
%
 
53,679

 
11,958

 
Mar-17
 
—
 
45,226

 
Open
 
 
 
Chapel Hill Mall
 
100
%
 
6.10
%
 
68,681

 
5,599

 
Aug-16
 
—
 
64,747

 
Open
 
 
 
CherryVale Mall
 
100
%
 
5.00
%
 
80,364

 
6,055

 
Oct-15
 
—
 
76,647

 
Open
 
 
 
Chesterfield Mall
 
100
%
 
5.74
%
 
140,000

 
8,153

 
Sep-16
 
—
 
140,000

 
Open
 
 
 
Citadel Mall
 
100
%
 
5.68
%
 
68,169

 
5,226

 
Apr-17
 
—
 
62,939

 
Open
 
(3)
 
Columbia Place
 
100
%
 
5.45
%
 
27,265

 
2,493

 
Sep-13
 
—
 
25,603

 
Open
 
(4)
 
Cross Creek Mall
 
100
%
 
4.54
%
 
133,964

 
9,376

 
Jan-22
 
—
 
102,260

 
Open
 
 
 
Dakota Square Mall
 
100
%
 
6.23
%
 
57,642

 
4,562

 
Nov-16
 
—
 
54,843

 
Open
 
 
 

40


Property
 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as of
12/31/13 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional Extended Maturity Date
 
Balloon
Payment Due
on Maturity
 
Open to Prepayment
Date (2)
 
Footnote
East Towne Mall
 
100
%
 
5.00
%
 
68,539

 
5,153

 
Nov-15
 
—
 
65,231

 
Open
 
 
 
EastGate Mall
 
100
%
 
5.83
%
 
41,102

 
3,613

 
Apr-21
 
—
 
30,155

 
Apr-14
 
 
 
Eastland Mall
 
100
%
 
5.85
%
 
59,400

 
3,475

 
Dec-15
 
—
 
59,400

 
Open
 
 
 
Fashion Square
 
100
%
 
4.95
%
 
40,675

 
2,932

 
Jun-22
 
—
 
31,112

 
May-14
 
 
 
Fayette Mall
 
100
%
 
5.42
%
 
175,319

 
13,527

 
May-21
 
—
 
139,177

 
Open
 
 
 
Greenbrier Mall
 
100
%
 
5.91
%
 
75,543

 
6,055

 
Aug-16
 
—
 
71,111

 
Open
 
 
 
Hamilton Place
 
90
%
 
5.86
%
 
103,888

 
8,292

 
Aug-16
 
—
 
97,757

 
Open
 
 
 
Hanes Mall
 
100
%
 
6.99
%
 
153,977

 
13,080

 
Oct-18
 
—
 
140,968

 
Open
 
 
 
Hickory Point Mall
 
100
%
 
5.85
%
 
29,005

 
2,347

 
Dec-15
 
—
 
27,690

 
Open
 
 
 
Honey Creek Mall
 
100
%
 
8.00
%
 
29,988

 
3,373

 
Jul-19
 
—
 
23,290

 
Open
 
(5)
 
Imperial Valley Mall
 
100
%
 
4.99
%
 
51,278

 
3,859

 
Sep-15
 
—
 
49,019

 
Open
 
 
 
Janesville Mall
 
100
%
 
8.38
%
 
3,797

 
1,857

 
Apr-16
 
—
 
—

 
Open
 
 
 
Jefferson Mall
 
100
%
 
4.75
%
 
69,599

 
4,456

 
Jun-22
 
—
 
58,176

 
May-14
 
 
 
Kirkwood Mall
 
100
%
 
5.75
%
 
39,778

 
2,885

 
Apr-18
 
 
 
37,109

 
Open
 
 
 
Layton Hills Mall
 
100
%
 
5.66
%
 
96,433

 
7,453

 
Apr-17
 
—
 
89,327

 
Open
 
 
 
Mall del Norte
 
100
%
 
5.04
%
 
113,400

 
5,715

 
Dec-14
 
—
 
113,400

 
Open
 
 
 
Midland Mall
 
100
%
 
6.10
%
 
33,894

 
2,763

 
Aug-16
 
—
 
31,953

 
Open
 
 
 
Northwoods Mall
 
100
%
 
5.08
%
 
71,294

 
4,743

 
Apr-22
 
—
 
60,292

 
May-14
 
 
 
The Outlet Shoppes at Atlanta
 
75
%
 
4.90
%
 
79,902

 
5,095

 
Nov-23
 
—
 
65,036

 
Nov-14
 
 
 
The Outlet Shoppes at El Paso
 
75
%
 
7.06
%
 
65,465

 
5,622

 
Dec-17
 
—
 
61,265

 
Open
 
 
 
The Outlet Shoppes
at Gettysburg
 
50
%
 
5.87
%
 
39,437

 
3,104

 
Feb-16
 
—
 
37,766

 
Open
 
 
 
The Outlet Shoppes at Oklahoma City
 
75
%
 
5.73
%
 
57,812

 
4,521

 
Jan-22
 
—
 
45,428

 
Open
 
 
 
Park Plaza Mall
 
100
%
 
5.28
%
 
93,909

 
7,165

 
Apr-21
 
—
 
74,428

 
Apr-14
 
 
 
Parkdale Mall & Crossing
 
100
%
 
5.85
%
 
89,991

 
7,241

 
Mar-21
 
—
 
72,447

 
Mar-14
 
 
 
Parkway Place
 
100
%
 
6.50
%
 
39,433

 
3,403

 
Jul-20
 
—
 
32,661

 
Open
 
 
 
Southaven Towne Center
 
100
%
 
5.50
%
 
40,929

 
3,134

 
Jan-17
 
—
 
38,056

 
Open
 
 
 
Southpark Mall
 
100
%
 
4.85
%
 
65,531

 
4,240

 
Jun-22
 
—
 
54,924

 
Jul-14
 
 
 
St. Clair Square
 
100
%
 
3.25
%
 
122,375

 
5,477

 
Dec-16
 
—
 
117,875

 
Open
 
(6)
 
Stroud Mall
 
100
%
 
4.59
%
 
33,243

 
2,119

 
Apr-16
 
—
 
30,276

 
Open
 
(7)
 
Valley View Mall
 
100
%
 
6.50
%
 
61,027

 
5,267

 
Jul-20
 
—
 
50,547

 
Open
 
 
 
Volusia Mall
 
100
%
 
8.00
%
 
51,586

 
5,802

 
Jul-19
 
—
 
40,064

 
Open
 
(5)
 
Wausau Center
 
100
%
 
5.85
%
 
18,790

 
1,509

 
Apr-21
 
—
 
15,100

 
Apr-14
 
 
 
West Towne Mall
 
100
%
 
5.00
%
 
96,811

 
7,279

 
Nov-15
 
—
 
92,139

 
Open
 
 
 
WestGate Mall
 
100
%
 
4.99
%
 
38,818

 
2,803

 
Jul-22
 
—
 
29,670

 
Open
 
 
 
York Galleria
 
100
%
 
4.55
%
 
53,093

 
3,245

 
Apr-16
 
—
 
48,337

 
Open
 
(8)
 
 
 
 

 
 

 
3,480,928

 
267,154

 
 
 
 
 
3,081,942

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Associated Centers:
 
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 
 
 
 
CoolSprings Crossing
 
100
%
 
4.54
%
 
12,427

 
792

 
Apr-16
 
—
 
11,313

 
Open
 
(9)
 
EastGate Crossing
 
100
%
 
5.66
%
 
15,024

 
1,159

 
May-17
 
—
 
13,893

 
Open
 
 
 
Gunbarrel Pointe
 
100
%
 
4.64
%
 
11,067

 
701

 
Apr-16
 
—
 
10,083

 
Open
 
(10)
 
Hamilton Corner
 
90
%
 
5.67
%
 
15,289

 
1,183

 
Apr-17
 
—
 
14,164

 
Open
 
 
 
Hamilton Crossing & Expansion
 
92
%
 
5.99
%
 
10,075

 
819

 
Apr-21
 
—
 
8,122

 
Open
 
 
 
The Plaza at Fayette
 
100
%
 
5.67
%
 
39,834

 
3,081

 
Apr-17
 
—
 
36,901

 
Open
 
 
 
The Shoppes at St. Clair Square
 
100
%
 
5.67
%
 
20,188

 
1,562

 
Apr-17
 
—
 
18,702

 
Open
 
 
 

41


Property
 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as of
12/31/13 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional Extended Maturity Date
 
Balloon
Payment Due
on Maturity
 
Open to Prepayment
Date (2)
 
Footnote
The Terrace
 
92
%
 
7.25
%
 
13,963

 
1,284

 
Jun-20
 
—
 
11,755

 
Jul-15
 
 
 
 
 
 

 
 

 
137,867

 
10,581

 
 
 
 
 
124,933

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Community Centers:
 
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 
 
 
 
Statesboro Crossing
 
50
%
 
1.97
%
 
11,337

 
355

 
Jun-16
 
Jun-18
 
11,024

 
Open
 
(11)
 
The Promenade
 
85
%
 
1.87
%
 
51,300

 
3,599

 
Dec-14
 
Dec-18
 
51,300

 
Open
 
(11)
 
 
 
 

 
 

 
62,637

 
3,954

 
 
 
 
 
62,324

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office Building:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CBL Center
 
92
%
 
5.00
%
 
21,095

 
1,651

 
Jun-22
 
—
 
14,949

 
Jul-14
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured Credit Facilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
$600,000 capacity
 
100
%
 
1.57
%
 
99,371

 
1,560

 
Nov-15
 
Nov-16
 
99,371

 
Open
 
 
 
$600,000 capacity
 
100
%
 
1.57
%
 
124,383

 
1,953

 
Nov-16
 
Nov-17
 
124,383

 
Open
 
 
 
$100,000 capacity
 
100
%
 
1.57
%
 
5,000

 
79

 
Feb-16
 
—
 
5,000

 
Open
 
 
 
 
 
 

 
 

 
228,754

 
3,592

 
 
 
 
 
228,754

 
 
 
 
 
Unsecured Term Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$400,000 capacity
 
100
%
 
1.67
%
 
400,000

 
6,680

 
Jul-18
 
—
 
400,000

 
Open
 
 
 
$50,000 capacity
 
100
%
 
2.07
%
 
50,000

 
1,035

 
Feb-18
 
—
 
50,000

 
Open
 
 
 
 
 
 
 
 
 
450,000

 
7,715

 
 
 
 
 
450,000

 
 
 
 
 
Senior Unsecured Notes:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.25% notes
 
100
%
 
5.25
%
 
450,000

 
23,625

 
Dec-23
 
—
 
450,000

 
Open
 
 
 
5.25% notes - discount
 
100
%
 
5.25
%
 
(4,626
)
 
(243
)
 
Dec-23
 
—
 
(4,626
)
 
Open
 
 
 
 
 
 
 
 
 
445,374

 
23,382

 
 
 
 
 
445,374

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction Property:
 
 

 
 

 
 

 
 
 
 
 
 

 
 
 
 
 
The Outlet Shoppes
at Louisville
 
65
%
 
2.17
%
 
2,983

 
65

 
Aug-16
 
Aug-18
 
2,983

 
Open
 
(11)
(12)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pearland Town Center
 
88
%
 
8.00
%
 
17,570

 
1,406

 
Oct-14
 
—
 
N/A
 
 
 
(13)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized Premiums (Discounts)
 
 

 
10,315

 
—

 
 
 
 
 
—

 
 
 
(14)
 
Total Consolidated Debt
 
 

 
$
4,857,523

 
$
319,500

 
 
 
 
 
$
4,411,259

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated Debt:
 
 

 
 

 
 

 
 
 
 
 
 

 
 
 
 
 
Coastal Grand-Myrtle Beach
 
50
%
 
5.09
%
 
76,839

 
7,078

 
Oct-14
 
—
 
74,423

 
Open
 
(15)
 
CoolSprings Galleria
 
50
%
 
6.98
%
 
107,526

 
10,683

 
Jun-18
 
—
 
87,037

 
Open
 
 
 
Fremaux Town Center
 
65
%
 
2.29
%
 
25,800

 
591

 
Mar-16
 
Mar-18
 
25,800

 
Open
 
(11)
(12)
Friendly Shopping Center
 
50
%
 
3.48
%
 
100,000

 
3,480

 
Apr-23
 
—
 
82,392

 
Apr-14
 
(16)
 
Governor's Square Mall
 
48
%
 
8.23
%
 
19,619

 
3,476

 
Sep-16
 
—
 
14,089

 
Open
 
 
 
Gulf Coast Town Center (Phase I)
 
50
%
 
5.60
%
 
190,800

 
10,687

 
Jul-17
 
—
 
190,800

 
Open
 
 
 
Gulf Coast Town Center (Phase III)
 
50
%
 
2.75
%
 
6,258

 
758

 
Jul-15
 
—
 
5,401

 
Open
 
(11)
(12)
Hammock Landing (Phase I)
 
50
%
 
2.17
%
 
41,011

 
1,658

 
Nov-15
 
Nov-17
 
39,596

 
Open
 
(11)
(17)
Hammock Landing (Phase II)
 
50
%
 
2.42
%
 
4,530

 
110

 
Nov-15
 
Nov-17
 
4,530

 
Open
 
(11)
(18)

42


Property
 
Our
Ownership
Interest
 
Stated
Interest
Rate
 
Principal
Balance as of
12/31/13 (1)
 
Annual
Debt
Service
 
Maturity
Date
 
Optional Extended Maturity Date
 
Balloon
Payment Due
on Maturity
 
Open to Prepayment
Date (2)
 
Footnote
High Pointe Commons (Phase I)
 
50
%
 
5.74
%
 
13,511

 
1,212

 
May-17
 
—
 
12,112

 
Open
 
 
 
High Pointe Commons (Phase II)
 
50
%
 
6.10
%
 
5,406

 
481

 
Jul-17
 
—
 
4,816

 
Open
 
 
 
Kentucky Oaks Mall
 
50
%
 
5.27
%
 
23,101

 
2,429

 
Jan-17
 
—
 
19,223

 
Open
 
 
 
Oak Park Mall
 
50
%
 
5.85
%
 
275,700

 
16,128

 
Dec-15
 
—
 
275,700

 
Open
 
 
 
The Pavilion at Port Orange
 
50
%
 
2.17
%
 
62,559

 
2,510

 
Nov-15
 
Nov-17
 
52,392

 
Open
 
(11)
(17)
Renaissance Center (Phase I)
 
50
%
 
5.61
%
 
33,129

 
2,569

 
Jul-16
 
—
 
31,297

 
Open
 
 
 
Renaissance Center (Phase II)
 
50
%
 
3.49
%
 
16,000

 
558

 
Apr-23
 
—
 
13,636

 
Apr-14
 
(19)
 
The Shops at Friendly Center
 
50
%
 
5.90
%
 
40,334

 
3,203

 
Jan-17
 
—
 
37,639

 
Open
 
 
 
Triangle Town Center
 
50
%
 
5.74
%
 
179,336

 
14,367

 
Dec-15
 
—
 
171,092

 
Open
 
 
 
West County Center
 
50
%
 
3.40
%
 
190,000

 
6,460

 
Dec-22
 
—
 
162,270

 
Jan-15
 
(20)
 
York Town Center
 
50
%
 
4.90
%
 
36,536

 
2,657

 
Feb-22
 
—
 
28,293

 
Open
 
 
 
York Town Center - Pier 1
 
50
%
 
2.92
%
 
1,476

 
56

 
Feb-22
 
—
 
1,088

 
Open
 
(11)
 
Total Unconsolidated Debt
 
 

 
$
1,449,471

 
$
91,151

 
 
 
 
 
$
1,333,626

 
 
 
 
 
Total Consolidated and Unconsolidated Debt
 
$
6,306,994

 
$
410,651

 
 
 
 
 
$
5,744,885

 
 
 
 
 
Company's Pro-Rata Share of Total Debt
 
$
5,506,988

 
$
358,307

 
 
 
 
 
 

 
 
 
(21)
 

(1)
The amount listed includes 100% of the loan amount even though the Company may have less than a 100% ownership interest in the Property.
(2)
Prepayment premium is based on yield maintenance or defeasance.
(3)
The foreclosure process on Citadel Mall was completed in January 2014.
(4)
Columbia Place is in the process of foreclosure, which the Company anticipates will be complete by the second quarter of 2014.
(5)
The mortgages on Honey Creek and Volusia Mall are cross-collateralized and cross-defaulted.
(6)
This loan was retired subsequent to December 31, 2013.
(7)
The Company has an interest rate swap on a notional amount of $33,243, amortizing to $30,276 over the term of the swap, related to Stroud Mall to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(8)
The Company has an interest rate swap on a notional amount of $53,093, amortizing to $48,337 over the term of the swap, related to York Galleria to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(9)
The Company has an interest rate swap on a notional amount of $12,427, amortizing to $11,313 over the term of the swap, related to CoolSprings Crossing to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(10)
The Company has an interest rate swap on a notional amount of $11,067, amortizing to $10,083 over the term of the swap, related to Gunbarrel Pointe to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. The swap terminates in April 2016.
(11)
The interest rate is variable at various spreads over LIBOR priced at the rates in effect at December 31, 2013.  The note is prepayable at any time without prepayment penalty.
(12)
The Company owns less than 100% of the Property but guarantees 100% of the debt.
(13)
We own 88% and our joint venture partner owns 12%. of Pearland Town Center. Our joint venture partner's equity contribution is accounted for using the financing method. The 8.0% rate represents our partner's rate of preferred return.
(14)
Represents net premiums related to debt assumed to acquire real estate assets, which had stated interest rates that were above or below the estimated market rates for similar debt instruments at the respective acquisition dates.
(15)
The amounts shown represent a first mortgage securing the Property.  In addition to the outstanding balance of the first mortgage shown above, there is also a total of $18,000 of B-notes that are payable to the Company and its joint venture partner, each of which hold $9,000 for Coastal Grand - Myrtle Beach.
(16)
Annual debt service is interest only through May 2016. Thereafter, debt service will be $5,735.
(17)
The Company guarantees 25% of the debt.
(18)
The Company owns less than 100% of the Property but guarantees 100% of the debt. The guaranty will be reduced to 25% once the construction of Carmike Cinema is complete and the theater is in operation.
(19)
Annual debt service is interest only through May 2016. Thereafter, debt service will be $861.
(20)
Annual debt service is interest only through December 2015. In 2016 and thereafter, annual debt service will be $10,111.
(21)
Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center properties.

43



The following is a reconciliation of consolidated debt to the Company's pro rata share of total debt (in thousands):
Total consolidated debt
$
4,857,523

Noncontrolling interests' share of consolidated debt
(93,075
)
Company's share of unconsolidated debt
742,540

Company's pro rata share of total debt
$
5,506,988

 
Other than our property-specific mortgage or construction loans, there are no material liens or encumbrances on our Properties. See Note 5 and Note 6 to the consolidated financial statements for additional information regarding property-specific indebtedness and construction loans.

ITEM 3. LEGAL PROCEEDINGS
We are currently involved in certain litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on our liquidity, results of operations, business or financial condition.
On March 11, 2010, The Promenade D'Iberville, LLC (“TPD”), a subsidiary of the Company, filed a lawsuit in the Circuit Court of Harrison County, Mississippi (the "Mississippi Case"), against M. Hanna Construction Co., Inc. (“M Hanna”), Gallet & Associates, Inc., LA Ash, Inc., EMJ Corporation (“EMJ”) and JEA (f/k/a Jacksonville Electric Authority), seeking damages for alleged property damage and related damages occurring at a shopping center development in D'Iberville, Mississippi. EMJ filed an answer and counterclaim denying liability and seeking to recover from TPD the retainage of approximately $0.3 million allegedly owed under the construction contract. Kohl's Department Stores, Inc. (“Kohl's”) was granted permission to intervene in the Mississippi Case and, on April 13, 2011, filed a cross-claim against TPD alleging that TPD is liable to Kohl's for unspecified damages resulting from the actions of the defendants and for the failure to perform the obligations of TPD under a Site Development Agreement with Kohl's. Kohl's also made a claim against us based on our guarantee of the performance of TPD under the Site Development Agreement. Although, based on information currently available, we believe the likelihood of an unfavorable outcome related to the claims made by EMJ and Kohl's against us in connection with the Mississippi case is remote, we are providing disclosure of this litigation due to the related party relationship between us and EMJ described below. In August 2013, TPD received a partial settlement of $8.2 million from certain of the defendants in the Mississippi Case described above. Subsequent to December 31, 2013, we received a partial settlement of $0.8 million from certain of the defendants in the Mississippi Case described above. Litigation continues with other defendants in the matter, and trial is scheduled for the September 2014 jury term.
TPD also has filed claims under several insurance policies in connection with this matter, and there are three pending lawsuits relating to insurance coverage. On October 8, 2010, First Mercury Insurance Company (“First Mercury”) filed an action in the United States District Court for the Eastern District of Texas against M Hanna and TPD seeking a declaratory judgment concerning coverage under a liability insurance policy issued by First Mercury to M Hanna. That case was dismissed for lack of federal jurisdiction and refiled in Texas state court. On June 13, 2011, TPD filed an action in the Chancery Court of Hamilton County, Tennessee (the "Tennessee Case") against National Union Fire Insurance Company of Pittsburgh, PA (“National Union”) and EMJ seeking a declaratory judgment regarding coverage under a liability insurance policy issued by National Union to EMJ and recovery of damages arising out of National Union's breach of its obligations. In March 2012, Zurich American and Zurich American of Illinois, which also have issued liability insurance policies to EMJ, intervened in the Tennessee Case and the case was set for trial on October 29, 2013 but, currently, the trial date has been extended while the parties mediate the case. The first mediation session took place on January 14-15, 2014, and the second session is scheduled for March 18-19, 2014. On February 14, 2012, TPD filed claims in the United States District Court for the Southern District of Mississippi against Factory Mutual Insurance Company and Federal Insurance Company seeking a declaratory judgment concerning coverage under certain builders risk and property insurance policies issued by those respective insurers to the Company.

Certain executive officers of the Company and members of the immediate family of Charles B. Lebovitz, Chairman of the Board of the Company, collectively have a significant non-controlling interest in EMJ, a major national construction company that the Company engaged to build a substantial number of the Company's properties. EMJ is one of the defendants in the Mississippi Case and in the Tennessee Case described above.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.



44


PART II
 

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Common stock of CBL & Associates Properties, Inc. is traded on the New York Stock Exchange.  The stock symbol is “CBL”. Quarterly sale prices and dividends paid per share of common stock are as follows:

 
 
Market Price
 
 
Quarter Ended
 
High
 
Low
 
Dividend
2013
 
 
 
 
 
 
March 31
 
$
23.79

 
$
20.76

 
$
0.230

June 30
 
$
26.95

 
$
20.22

 
$
0.230

September 30
 
$
24.12

 
$
18.74

 
$
0.230

December 31
 
$
20.63

 
$
17.76

 
$
0.245

 
 
 
 
 
 
 
2012
 
 
 
 
 
 
March 31
 
$
19.50

 
$
15.41

 
$
0.220

June 30
 
$
19.57

 
$
16.65

 
$
0.220

September 30
 
$
22.55

 
$
18.64

 
$
0.220

December 31
 
$
23.00

 
$
20.60

 
$
0.220

 
There were approximately 803 shareholders of record for our common stock as of February 24, 2014.
 
Future dividend distributions are subject to our actual results of operations, taxable income, economic conditions, issuances of common stock and such other factors as our Board of Directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from the Properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the anchors and tenants at the Properties to meet their obligations for payment of rents and tenant reimbursements.
 
See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.
 
The following table presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2013:
 
Period
 
Total Number
of Shares
Purchased (1)
 
Average
Price Paid
per Share (2)
 
Total Number of
Shares Purchased
as Part of a
Publicly
Announced Plan
 
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plan
Oct. 1–31, 2013
 
66

 
$
19.42

 
—

 
$
—

Nov. 1–30, 2013
 
—

 
—

 
—

 
—

Dec. 1–31, 2013
 
—

 
—

 
—

 
—

Total
 
66

 
$
19.42

 
—

 
$
—

 
(1)
Represents shares surrendered to the Company by employees to satisfy federal and state income tax withholding requirements related to the vesting of shares of restricted stock issued under the CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan, as amended.
(2)
Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.


45


ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Properties, Inc.)
       (In thousands, except per share data)
 
 
Year Ended December 31, (1)
 
2013
 
2012
 
2011
 
2010
 
2009
Total revenues
$
1,053,625

 
$
1,002,843

 
$
1,019,899

 
$
1,014,487

 
$
1,020,041

Total operating expenses
722,860

 
632,922

 
671,477

 
622,945

 
638,243

Income from operations
330,765

 
369,921

 
348,422

 
391,542

 
381,798

Interest and other income
10,825

 
3,953

 
2,578

 
3,868

 
5,200

Interest expense
(231,856
)
 
(242,357
)
 
(262,608
)
 
(275,951
)
 
(281,041
)
Gain (loss) on extinguishment of debt
(9,108
)
 
265

 
1,029

 
—

 
(601
)
Gain (loss) on investments
2,400

 
45,072

 
—

 
888

 
(9,260
)
Gain on sales of real estate assets
1,980

 
2,286

 
59,396

 
2,887

 
3,820

Equity in earnings (losses) of unconsolidated affiliates
11,616

 
8,313

 
6,138

 
(188
)
 
5,489

Income tax (provision) benefit
(1,305
)
 
(1,404
)
 
269

 
6,417

 
1,222

Income from continuing operations
115,317

 
186,049

 
155,224

 
129,463

 
106,627

Discontinued operations
(4,947
)
 
(11,530
)
 
29,770

 
(31,293
)
 
(113,692
)
Net income (loss)
110,370

 
174,519

 
184,994

 
98,170

 
(7,065
)
Net (income) loss attributable to noncontrolling interests in:
 

 
 

 
 
 
 

 
 

Operating Partnership
(7,125
)
 
(19,267
)
 
(25,841
)
 
(11,018
)
 
17,845

Other consolidated subsidiaries
(18,041
)
 
(23,652
)
 
(25,217
)
 
(25,001
)
 
(25,769
)
Net income (loss) attributable to the Company
85,204

 
131,600

 
133,936

 
62,151

 
(14,989
)
Preferred dividends
(44,892
)
 
(47,511
)
 
(42,376
)
 
(32,619
)
 
(21,818
)
Net income (loss) available to common shareholders
$
40,312

 
$
84,089

 
$
91,560

 
$
29,532

 
$
(36,807
)
Basic per share data attributable to common shareholders:
 

 
 

 
 

 
 
 
 

Income from continuing operations, net of preferred dividends
$
0.27

 
$
0.60

 
$
0.46

 
$
0.38

 
$
0.37

Net income (loss) attributable to common shareholders
$
0.24

 
$
0.54

 
$
0.62

 
$
0.21

 
$
(0.35
)
Weighted average common shares outstanding
167,027

 
154,762

 
148,289

 
138,375

 
106,366

Diluted per share data attributable to common shareholders:
 

 
 

 
 

 
 

 
 

Income from continuing operations, net of preferred dividends
$
0.27

 
$
0.60

 
$
0.46

 
$
0.38

 
$
0.37

Net income (loss) attributable to common shareholders
$
0.24

 
$
0.54

 
$
0.62

 
$
0.21

 
$
(0.35
)
Weighted average common and potential dilutive common shares outstanding
167,027

 
154,807

 
148,334

 
138,416

 
106,366

Amounts attributable to common shareholders:
 

 
 

 
 

 
 

 
 

Income from continuing operations, net of preferred dividends
$
44,515

 
$
93,469

 
$
68,366

 
$
52,323

 
$
39,763

Discontinued operations
(4,203
)
 
(9,380
)
 
23,194

 
(22,791
)
 
(76,570
)
Net income (loss) attributable to common shareholders
$
40,312

 
$
84,089

 
$
91,560

 
$
29,532

 
$
(36,807
)
Dividends declared per common share
$
0.935

 
$
0.880

 
$
0.840

 
$
0.800

 
$
0.580


 
December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
BALANCE SHEET DATA:
 

 
 

 
 

 
 

 
 

Net investment in real estate assets
$
6,067,157

 
$
6,328,982

 
$
6,005,670

 
$
6,890,137

 
$
7,095,035

Total assets
6,785,971

 
7,089,736

 
6,719,428

 
7,506,554

 
7,729,110

Total mortgage and other indebtedness
4,857,523

 
4,745,683

 
4,489,355

 
5,209,747

 
5,616,139

Redeemable noncontrolling interests
34,639

 
464,082

 
456,105

 
458,213

 
444,259

Total shareholders' equity
1,404,913

 
1,328,693

 
1,263,278

 
1,300,338

 
1,117,896

Noncontrolling interests
155,021

 
192,404

 
207,113

 
223,605

 
302,483

Total equity
1,559,934

 
1,521,097

 
1,470,391

 
1,523,943

 
1,420,379


46



 
Year Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
OTHER DATA:
 

 
 

 
 

 
 

 
 

Cash flows provided by (used in):
 

 
 

 
 

 
 

 
 

Operating activities
$
464,751

 
$
481,515

 
$
441,836

 
$
429,792

 
$
431,638

Investing activities
(125,693
)
 
(246,670
)
 
(27,645
)
 
(5,558
)
 
(160,302
)
Financing activities
(351,806
)
 
(212,689
)
 
(408,995
)
 
(421,400
)
 
(275,834
)
 
 
 
 
 
 
 
 
 
 
Funds From Operations ("FFO")  of the Operating  Partnership (2)
437,451

 
458,159

 
422,697

 
394,841

 
397,068

FFO allocable to Company  shareholders
371,702

 
372,758

 
329,323

 
287,563

 
267,425


(1)
Please refer to Note 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  Also, please refer to Note 4 to the consolidated financial statements for a description of discontinued operations that resulted in revisions to certain amounts previously reported.
(2)
Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for the definition of FFO, which does not represent cash flows from operations as defined by accounting principles generally accepted in the United States and is not necessarily indicative of the cash available to fund all cash requirements.  A reconciliation of FFO to net income (loss) attributable to common shareholders is presented on page 79.

ITEM 6. SELECTED FINANCIAL DATA (CBL & Associates Limited Partnership)
       (In thousands, except per unit data)
 
 
Year Ended December 31, (1)
 
2013
 
2012
 
2011
 
2010
 
2009
Total revenues
$
1,053,625

 
$
1,002,843

 
$
1,019,899

 
$
1,014,487

 
$
1,020,041

Total operating expenses
722,860

 
632,922

 
671,477

 
622,945

 
636,768

Income from operations
330,765

 
369,921

 
348,422

 
391,542

 
383,273

Interest and other income
10,825

 
3,953

 
2,578

 
3,910

 
5,200

Interest expense
(231,856
)
 
(242,357
)
 
(262,608
)
 
(275,951
)
 
(281,041
)
Gain (loss) on extinguishment of debt
(9,108
)
 
265

 
1,029

 
—

 
(601
)
Gain (loss) on investments
2,400

 
45,072

 
—

 
888

 
(9,260
)
Gain on sales of real estate assets
1,980

 
2,286

 
59,396

 
2,887

 
3,820

Equity in earnings (losses) of unconsolidated affiliates
11,616

 
8,313

 
6,138

 
(188
)
 
5,489

Income tax (provision) benefit
(1,305
)
 
(1,404
)
 
269

 
6,417

 
1,222

Income from continuing operations
115,317

 
186,049

 
155,224

 
129,505

 
108,102

Discontinued operations
(4,947
)
 
(11,530
)
 
29,770

 
(31,293
)
 
(113,692
)
Net income (loss)
110,370

 
174,519

 
184,994

 
98,212

 
(5,590
)
Net income attributable to noncontrolling interests
(18,041
)
 
(23,652
)
 
(25,217
)
 
(25,001
)
 
(25,769
)
Net income (loss) attributable to the Operating Partnership
92,329

 
150,867

 
159,777

 
73,211

 
(31,359
)
Distributions to preferred unitholders
(44,892
)
 
(47,511
)
 
(42,376
)
 
(32,619
)
 
(21,818
)
Net income (loss) available to common unitholders
$
47,437

 
$
103,356

 
$
117,401

 
$
40,592

 
$
(53,177
)
Basic per unit data attributable to common unitholders:
 

 
 

 
 

 
 
 
 

Income from continuing operations, net of preferred distributions
$
0.26

 
$
0.59

 
$
0.49

 
$
0.33

 
$
0.15

Net income (loss) attributable to common unitholders
$
0.24

 
$
0.54

 
$
0.62

 
$
0.21

 
$
(0.34
)
Weighted average common units outstanding
196,572

 
190,223

 
190,335

 
190,001

 
157,933

Diluted per unit data attributable to common unitholders:
 

 
 

 
 

 
 

 
 

Income from continuing operations, net of preferred distributions
$
0.26

 
$
0.59

 
$
0.49

 
$
0.33

 
$
0.15

Net income (loss) attributable to common unitholders
$
0.24

 
$
0.54

 
$
0.62

 
$
0.21

 
$
(0.34
)
Weighted average common and potential dilutive common units outstanding
196,572

 
190,268

 
190,380

 
190,043

 
157,970

Amounts attributable to common unitholders:
 

 
 

 
 

 
 

 
 

Income from continuing operations, net of preferred distributions
$
51,640

 
$
112,736

 
$
94,207

 
$
63,383

 
$
23,393

Discontinued operations
(4,203
)
 
(9,380
)
 
23,194

 
(22,791
)
 
(76,570
)
Net income (loss) attributable to common unitholders
$
47,437

 
$
103,356

 
$
117,401

 
$
40,592

 
$
(53,177
)
Distributions per unit
$
0.97

 
$
0.92

 
$
0.89

 
$
0.90

 
$
0.74


47



 
December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
BALANCE SHEET DATA:
 

 
 

 
 

 
 

 
 

Net investment in real estate assets
$
6,067,157

 
$
6,328,982

 
$
6,005,670

 
$
6,890,137

 
$
7,105,034

Total assets
6,786,393

 
7,090,225

 
6,719,559

 
7,506,650

 
7,739,228

Total mortgage and other indebtedness
4,857,523

 
4,745,683

 
4,489,355

 
5,209,747

 
5,616,139

Redeemable interests
34,639

 
464,082

 
456,105

 
458,213

 
444,259

Total partners' capital
1,541,176

 
1,458,164

 
1,466,241

 
1,517,957

 
1,426,766

Noncontrolling interests
19,179

 
63,496

 
4,280

 
6,082

 
675

Total capital
1,560,355

 
1,521,660

 
1,470,521

 
1,524,039

 
1,427,441


 
Year Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
OTHER DATA:
 

 
 

 
 

 
 

 
 

Cash flows provided by (used in):
 

 
 

 
 

 
 

 
 

Operating activities
$
464,741

 
$
481,181

 
$
441,827

 
$
429,815

 
$
431,645

Investing activities
(125,693
)
 
(246,683
)
 
(27,645
)
 
(5,559
)
 
(160,302
)
Financing activities
(351,806
)
 
(212,331
)
 
(408,995
)
 
(421,400
)
 
(275,832
)
(1)
Please refer to Notes 3, 5 and 15 to the consolidated financial statements for a description of acquisitions, joint venture transactions and impairment charges that have impacted the comparability of the financial information presented.  Also, please refer to Note 4 to the consolidated financial statements for a description of discontinued operations that resulted in revisions to certain amounts previously reported.


ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.
 Executive Overview
     We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air centers, associated centers, community centers and office properties. Our shopping centers are located in 27 states, but are primarily in the southeastern and midwestern United States.  We have elected to be taxed as a REIT for federal income tax purposes.
     As of December 31, 2013, we owned controlling interests in 75 regional malls/open-air and outlet centers (including one mixed-use center), 25 associated centers (each located adjacent to a regional shopping mall), seven community centers and eight office buildings, including our corporate office building. We consolidate the financial statements of all entities in which we have a controlling financial interest or where we are the primary beneficiary of a variable interest entity ("VIE"). As of December 31, 2013, we owned non-controlling interests in nine regional malls, four associated centers, four community centers and five office buildings. Because one or more of the other partners have substantive participating rights, we do not control these partnerships and joint ventures and, accordingly, account for these investments using the equity method.  We had controlling interests in two mall redevelopments and one outlet center, owned in a 65%/35% joint venture, under construction at December 31, 2013. We had a noncontrolling interest in one community center development at December 31, 2013. We also hold options to acquire certain development properties owned by third parties.
We made significant progress regarding two of our major priorities for 2013: improving the performance of our portfolio and strengthening our balance sheet. Operationally, we took advantage of ongoing opportunities to invest in growing our core portfolio, strengthened our retail base and increased the focus on our disposition program. We made significant progress in strengthening our tenant base and, while a short-term effect of the turnover in tenants that were replaced was lost income resulting from downtime between store closings and openings, we expect the long-term impact to be positive as indicated by the 11.8% leasing spreads achieved for the full year. We did not experience the incremental increases in occupancy or reach the level of same-center NOI we forecasted as the downtime associated with our tenant upgrade strategy weighed on our results. However, occupancy levels remained at historically high levels at 94.7% for the portfolio as of December 31, 2013 and same-center NOI increased 0.9% for the year ended December 31, 2013. Additionally, many retailers have announced expansion plans which we

48


anticipate will positively impact our leasing spreads and occupancy rates. We began a multi-year plan to transition our portfolio to a higher growth profile by disposing of several lower-performing Properties in 2013. We expect this transition will enable our higher-performing Properties to have a greater impact on our overall results. We will also continue to focus on redevelopments of many of our Properties and new outlet center developments.
We continually review the performance and trends of existing tenants including our department stores. For example, JCPenney’s negative sales performance for the past two years has raised concerns in the market. We have reviewed their store base in our portfolio to develop alternative plans that would bring exciting new retail options to our malls. Of the 69 JCPenney stores at our malls, 33 of the stores are owned by JCPenney and 36 are leased. Cumulatively, this retailer accounts for only 1.5% of our total annual revenues. While at this time we do not anticipate any additional JCPenney store closures in 2014, should we have the opportunity to recapture some of their stores, we have multiple options to utilize these spaces including replacing with new anchors, redevelopment into additional boxes and restaurants, adding small shops or creating outparcels. As an example, our plans for redevelopment of the two Sears buildings we purchased in 2013 include newly created mall shop space for a mix of fashion retailers, restaurants and junior anchors.
We received two investment grade ratings in 2013 which increased our flexibility and access to financing options in the public debt markets. Our Operating Partnership completed a $450.0 million inaugural bond issuance. We converted our third and final credit facility from secured to unsecured, closed on two unsecured term loans with an aggregate total of $450.0 million, and retired or refinanced maturing secured loans taking advantage of favorable financing terms. Our ATM program generated net proceeds of $209.6 million through the sale of 8.4 million shares of common stock. Additionally, we redeemed the Westfield PJV units for $413.0. million. All of these initiatives serve to further strengthen our balance sheet and allow us the financial resources to continue to invest in our Properties and pursue strategic acquisitions.
FFO of our Operating Partnership, as adjusted, increased 5.6% to $435.9 million for the year ending December 31, 2013 as compared to $412.8 million in the prior year. Contributions from new properties and rent growth from existing properties were partially offset by dilution from the dispositions completed in 2013 and higher interest expense from the bond issuance. FFO is a key performance measure for real estate companies.  Please see the more detailed discussion of this measure on page 78. We expect the additional interest expense from the bond issuance will be offset by lower interest expense on loans that we retired during the latter part of last year and throughout the upcoming year with our lines of credit.
Moving forward into 2014, we will continue to work on upgrading our retail mix, redeveloping and expanding higher performing Properties and divesting lower productivity assets. These operational strategies aligned with our strong financial resources will position us to strengthen our existing portfolio of Properties while also pursuing selective acquisitions and development. 

Results of Operations
Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012
Properties that were in operation for the entire year during both 2013 and 2012 are referred to as the “2013 Comparable Properties.” Since January 1, 2012, we have opened one outlet center and two community center developments and acquired two outlet centers and two malls as follows:
 
Property
 
Location
 
Date Opened /Acquired
New Developments:
 
 
 
 
Waynesville Commons
 
Waynesville, NC
 
October 2012
The Crossings at Marshalls Creek
 
Middle Smithfield, PA
 
June 2013
The Outlet Shoppes at Atlanta (1)
 
Woodstock, GA
 
July 2013
 
 
 
 
 
Acquisitions:
 
 
 
 
The Outlet Shoppes at El Paso (1)
 
El Paso, TX
 
April 2012
The Outlet Shoppes at Gettysburg (2)
 
Gettysburg, PA
 
April 2012
Dakota Square Mall
 
Minot, ND
 
May 2012
Kirkwood Mall (3)
 
Bismarck, ND
 
December 2012
(1) The Outlet Shoppes at Atlanta and The Outlet Shoppes at El Paso are 75/25 joint ventures, which are included in the accompanying consolidated statements of operations on a consolidated basis.
(2) The Outlet Shoppes at Gettysburg is a 50/50 joint venture and is included in the accompanying consolidated statements of operations on a consolidated basis.
(3) We acquired a 49.0% interest in Kirkwood Mall in December 2012 and the remaining 51.0% interest in April 2013. This Property has been included in the accompanying consolidated statements of operations on a consolidated basis since December 2012.

49


The Properties listed above are included in our operations on a consolidated basis and are collectively referred to as the "2013 New Properties." In addition to the above Properties, in December 2012, we purchased the remaining 40.0% noncontrolling interests in Imperial Valley Mall L.P. and Imperial Valley Peripheral L.P., collectively referred to as the "IV Property," from our joint venture partner. The results of operations of the IV Property, previously accounted for using the equity method of accounting, are included in our operations on a consolidated basis beginning December 2012. The transactions related to the 2013 New Properties and the IV Property impact the comparison of the results of operations for the year ended December 31, 2013 to the results of operations for the year ended December 31, 2012.
Revenues
Total revenues increased by $50.8 million for 2013 compared to the prior year. Rental revenues and tenant reimbursements increased $45.8 million due to increases of $32.5 million related to the 2013 New Properties and $13.5 million attributable to the IV Property, partially offset by a decrease of $0.2 million from the 2013 Comparable Properties. The 2013 Comparable Properties were impacted by a decrease of $5.3 million related to our non-core Properties and our Properties that were undergoing redevelopment.
Our cost recovery ratio decreased to 97.9% for 2013 compared to 100.9% for 2012. The decrease is primarily due to an increase in operating and maintenance and repairs expenses that was not fully recoverable in the period from tenant reimbursements as many of our leases contain fixed rate provisions.
The increase in management, development and leasing fees of $1.7 million was primarily attributable to increases of $1.2 million in management fees and $0.5 million in development fees. The $1.2 million management fee increase is due to new contracts to provide property management services to eight third party malls. One of the contracts to manage a portfolio of six third party malls began in the second quarter of 2012 and two additional contracts, each to manage one mall, began in the third quarter of 2013. The increase of $0.5 million in development fees is related to the development of an outlet center and a community center in 2013.
Other revenues increased $3.3 million primarily due to increases of $1.6 million in revenues of our subsidiary that provides security and maintenance services to third parties and $0.9 million received as a claims settlement for lost business at one Property as a result of the Deepwater Horizon oil spill.
Operating Expenses
Total operating expenses increased $89.9 million for 2013 compared to the prior year. Property operating expenses, including real estate taxes and maintenance and repairs, increased $19.5 million primarily due to increases of $8.7 million from the 2013 New Properties, $6.7 million related to the 2013 Comparable Properties and $4.0 million attributable to the IV Property. The $6.7 million increase in property operating expenses of the 2013 Comparable Properties is primarily attributable to increases of $2.6 million in insurance expense, $1.8 million for security and janitorial costs, $1.6 million in snow removal costs and $0.9 million in marketing expenses, which were partially offset by decreases of $1.8 million in real estate taxes.
The increase in depreciation and amortization expense of $23.5 million resulted from increases of $11.8 million related to the 2013 New Properties, $7.5 million attributable to the IV Property and $4.2 million from the 2013 Comparable Properties. The increase attributable to the 2013 Comparable Properties is primarily attributable to an increase of $6.4 million in depreciation expense related to capital expenditures for renovations, redevelopments and deferred maintenance and an increase of $0.4 million in amortization of tenant relationships and deferred leasing costs which were partially offset by a decrease of $1.6 million in amortization of tenant allowances and in-place leases.
General and administrative expenses decreased $2.4 million primarily as a result of decreases in consulting and legal fees, payroll and related expenses and acquisition-related costs, which were partially offset by an increase in capitalized overhead related to development projects and expenses related to obtaining an investment grade rating. As a percentage of revenues, general and administrative expenses were 4.6% in 2013 compared to 5.1% in 2012.
During 2013, we recorded a non-cash impairment of $70.0 million which consisted of a $67.7 million loss to reduce the depreciated book value of two malls to their estimated fair values, a $1.8 million loss on the sale of an outparcel and a loss of $0.5 million to write down the book value of the corporate aircraft to its fair value upon trade-in. See Item 9B of this report and Note 15 to the consolidated financial statements for additional information. During 2012, we recorded a non-cash impairment of real estate of $24.4 million. The $24.4 million impairment is attributable to a $20.3 million loss recorded to reduce the fair value of land available for the future expansion of an associated center, a $3.0 million loss to write down the book value of an associated center and a $1.1 million loss from the sale of three outparcels. See Note 15 to the consolidated financial statements for further discussion of impairment charges.
Other expenses increased $3.7 million primarily due to higher expenses of $3.4 million related to our subsidiary that provides security and maintenance services to third parties and an increase of $0.4 million in abandoned projects expense.

50


Other Income and Expenses
Interest and other income increased $6.9 million in 2013 compared to the prior year period. The increase primarily relates to an $8.2 million partial settlement of a lawsuit. See Note 14 to the consolidated financial statements for additional information. The increase was partially offset by a decrease of $1.2 million attributable to two mezzanine loans for two outlet centers. In 2012, we earned $0.6 million in interest income on these loans and subsequently recognized $0.6 million of unamortized discounts on these loans as income when they terminated in connection with the acquisitions of member interests in both outlet centers in 2012.
Interest expense decreased $10.5 million in 2013 compared to the prior year period. Interest expense related to the 2013 Comparable Properties decreased $18.9 million. The decrease was partially offset by an increase of $6.4 million related to the 2013 New Properties and an increase of $2.0 million attributable to the IV Property. The decrease attributable to the 2013 Comparable Properties resulted from using our credit facilities to retire higher-rate mortgage loans and refinancing other Properties at lower fixed rates.
During 2013, we recorded a loss on extinguishment of debt of $9.1 million in connection with the early retirement of two mortgage loans. The loss was attributable to a prepayment fee of $8.7 million for the loan payoff of Mid Rivers Mall and $0.4 million to write-off unamortized financing costs for Mid Rivers Mall and South County Center. During 2012, we recorded a gain on extinguishment of debt of $0.3 million in connection with the early retirement of a mortgage loan.
We recorded a gain on investment of $2.4 million during 2013 for the full payment of a note receivable related to our investment in China that had been written down in 2009. We recorded a gain on investment of $45.1 million during 2012 related to the acquisition of a controlling interest in Imperial Valley Mall, located in El Centro, CA, when we acquired our joint venture partner's 40% interest.
In 2013, we recognized a $2.0 million gain on sales of real estate assets, which was comprised of $1.9 million in proceeds from the sale of nine parcels of land and $0.1 million attributable to additional consideration received for an outparcel previously taken through an eminent domain proceeding. We recognized a gain on sales of real estate assets of $2.3 million in 2012 related to the sale of a vacant anchor space at one of our malls and the sale of eight parcels of land.
Equity in earnings of unconsolidated affiliates increased by $3.3 million during 2013. The increase is primarily attributable to lower interest expense from the refinancing of West County Center in December 2012 and increases in base rents and tenant reimbursements due to occupancy improvements and growth in rental rates at several unconsolidated affiliates. These increases were partially offset by a decrease of $2.6 million as a result of the IV Property being consolidated in the 2013 period.
The income tax provision of $1.3 million in 2013 relates to the Management Company, which is a taxable REIT subsidiary, and consists of a current benefit of $0.5 million and a deferred income tax provision of $1.8 million. The income tax provision of $1.4 million in 2012 consists of a current tax benefit of $1.7 million and a deferred income tax provision of $3.1 million.
The operating loss from discontinued operations for 2013 includes a $5.2 million loss on impairment of real estate to write down the net book value of a portfolio of six Properties sold during the period to the net sales price, a $2.9 million write-off of straight-line rent for Properties sold during the period, the operating results of three malls, three associated centers and five office buildings sold in 2013, and settlement of estimated expenses based on actual amounts for Properties sold during previous periods. The operating loss from discontinued operations for 2012 of $12.5 million includes a loss of $26.5 million on impairment of real estate related to two malls and one community center that were sold in 2012, which was partially offset by the operating results of two malls and four community centers that were sold during 2012 and the operating results of three malls, three associated centers and five office buildings that were sold in 2013, as well as settlement of estimated expenses based on actual amounts for Properties sold during previous periods.
The $1.1 million gain on discontinued operations for 2013 represents the gain from the sale of five office buildings sold during the period as well as recognition of a gain from the sale of two office buildings, which had been deferred in 2008 until subsequent repayment of the related notes receivable. The gain on discontinued operations of $1.0 million in 2012 related to the sale of a community center.
    

51


Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011
 
Properties that were in operation for the entire year during both 2012 and 2011 are referred to as the “2012 Comparable Properties.” From January 1, 2011 to December 31, 2012, we acquired or opened three outlet centers, three malls and one community center as follows:
 
Property
 
Location
 
Date Opened/Acquired
New Developments:
 
 
 
 
The Outlet Shoppes at Oklahoma City (1)
 
Oklahoma City, OK
 
August 2011
Waynesville Commons
 
Waynesville, NC
 
October 2012
 
 
 
 
 
Acquisitions:
 
 
 
 
Northgate Mall
 
Chattanooga, TN
 
September 2011
The Outlet Shoppes at El Paso (1)
 
El Paso, TX
 
April 2012
The Outlet Shoppes at Gettysburg (2)
 
Gettysburg, PA
 
April 2012
Dakota Square Mall
 
Minot, ND
 
May 2012
Kirkwood Mall (3)
 
Bismarck, ND
 
December 2012

(1)
The Outlet Shoppes at Oklahoma City and The Outlet Shoppes at El Paso are 75/25 joint ventures, which are included in the accompanying consolidated statements of operations on a consolidated basis.
(2)
The Outlet Shoppes at Gettysburg is a 50/50 joint venture and is included in the accompanying consolidated statements of operations on a consolidated basis.
(3)
We acquired a 49.0% interest in Kirkwood Mall in December 2012 and pursuant to the agreement acquired the remaining 51.0% interest in April 2013. This Property is included in the accompanying consolidated statements of operations on a consolidated basis.
The Properties listed above are included in our operations on a consolidated basis and are collectively referred to as the "2012 New Properties." In addition to the above Properties, in December 2012, we purchased the remaining 40.0% noncontrolling interests in the IV Property, from our joint venture partner. The results of operations of the IV Property, previously accounted for using the equity method of accounting, are included in our operations on a consolidated basis beginning December 2012. The transactions related to the 2012 New Properties impact the comparison of the results of operations for the year ended December 31, 2012 to the results of operations for the year ended December 31, 2011.
In October 2011, we formed a joint venture, CBL/T-C, with TIAA-CREF. As described in Note 5 to the consolidated financial statements, we began accounting for our remaining interest in three of our malls, CoolSprings Galleria, Oak Park Mall and West County Center, which were previously accounted for on a consolidated basis, using the equity method of accounting upon formation of the joint venture. These Properties are collectively referred to as the "CBL/T-C Properties". This transaction impacts the comparison of the results of operations for the year ended December 31, 2012 to the results of operations for the year ended December 31, 2011.
Revenues
Total revenues decreased by $17.1 million for 2012 compared to the prior year. Rental revenues and tenant reimbursements decreased $17.4 million due to a decrease of $70.4 million related to the CBL/T-C Properties partially offset by an increase of $39.8 million from the 2012 New Properties and an increase of $13.2 million from the 2012 Comparable Properties. The increase in rental revenues and tenant reimbursements of the 2012 Comparable Properties was primarily driven by increases of $14.5 million in minimum rents and $1.1 million in sponsorship income partially offset by a decrease of $2.3 million in tenant reimbursements. High occupancy levels and continued improvement in leasing spreads led to the increase in minimum rents.
Our cost recovery ratio decreased to 100.9% for 2012 compared to 102.7% for 2011.
The increase in management, development and leasing fees of $3.8 million was mainly attributable to a new contract to provide property management services to a portfolio of six third party malls in 2012 as well as income from the CBL/T-C joint venture.
Other revenues decreased $3.5 million primarily due to a decrease of $2.4 million in revenues of our subsidiary that provides security and maintenance services to third parties.
Operating Expenses
Total operating expenses decreased $38.6 million for 2012 compared to the prior year primarily due to a $26.9 million decrease in loss on impairment of real estate. Property operating expenses, including real estate taxes and maintenance and repairs, decreased $8.2 million due to a decrease of $21.6 million related to the CBL/T-C Properties partially offset by increases of $13.3 million related to the 2012 New Properties and $0.1 million attributable to the 2012 Comparable Properties.
The decrease in depreciation and amortization expense of $6.1 million resulted from a decrease of $23.8 million related to the CBL/T-C Properties and $1.8 million from the 2012 Comparable Properties, partially offset by an increase of $19.5 million from

52


the 2012 New Properties. The decrease attributable to the 2012 Comparable Properties is primarily attributable to lower amortization of tenant allowances due to write-offs of unamortized tenant allowances in the prior year period related to certain store closings partially offset by ongoing capital expenditures for renovations, expansions and deferred maintenance.
General and administrative expenses increased $6.5 million primarily as a result of an increase of $3.9 million in payroll and related expenses, a decrease of $0.8 for capitalized overhead related to development projects, an increase of $0.7 million in legal and other professional services and an increase of $0.7 million related to accelerating the vesting of certain restricted stock awards. The balance of the increase was attributable to increased costs in acquisition costs and several other general and administrative accounts. As a percentage of revenues, general and administrative expenses were 5.1% in 2012 compared to 4.4% in 2011. General and administrative expenses as a percentage of revenues were slightly higher in 2012 due to lower revenues as a result of the deconsolidation of the CBL/T-C Properties.
During 2012, we recorded a non-cash impairment of real estate of $24.4 million. The $24.4 million impairment is attributable to a $20.3 million loss recorded to reduce the fair value of land available for the future expansion of an associated center, a $3.0 million loss to write down the book value of an associated center and a $1.1 million loss from the sale of three outparcels. During 2011, we recorded a non-cash impairment of real estate of $51.3 million, which consisted of $50.7 million related to Columbia Place in Columbia, SC and $0.6 million related to a loss on the sale of a land parcel. Columbia Place experienced declining cash flows as a result of changes in property-specific market conditions, which were further exacerbated by economic conditions that negatively impacted leasing activity and occupancy. See Note 15 to the consolidated financial statements for further discussion of impairment charges.
Other expenses decreased $3.8 million primarily due to lower expenses of $2.2 million related to our subsidiary that provides security and maintenance services to third parties, a write-down of $1.5 million recorded in 2011 to reduce the carrying value of a mortgage note receivable to equal its estimated realizable value, for which we foreclosed on the land that served as collateral on the loan, and a decrease of $0.1 million in abandoned projects expense.
Other Income and Expenses
Interest and other income increased $1.4 million in 2012 compared to the prior year period, primarily as a result of two mezzanine loans for two outlet centers. We earned $0.4 million in interest income on these loans and subsequently recognized $0.6 million of unamortized discounts on these loans when they terminated in connection with the acquisition of member interests in both outlet centers in 2012. We also earned $0.4 million of interest income on a note receivable related to the development of The Outlet Shoppes at Atlanta, located in Woodstock, GA.
Interest expense decreased $20.3 million in 2012 compared to the prior year period. Interest expense related to the CBL/T-C Properties decreased $25.2 million partially offset by an increase of $10.3 million related to the 2012 New Properties. The remaining decrease of $5.4 million attributable to the 2012 Comparable Properties was primarily related to our continued efforts to deleverage our balance sheet as we used our credit facilities to retire higher rate mortgages loans and refinanced other Properties at favorable fixed rates. Our weighted average interest rate was 4.86% as of December 31, 2012 compared to 5.04% as of December 31, 2011. Additionally, we modified and extended our two largest credit facilities in the fourth quarter of 2012 reducing average spreads by 60 basis points.
During 2012, we recorded a gain on extinguishment of debt of $0.3 million in connection with the early retirement of a mortgage loan. During 2011, we recorded a gain on extinguishment of debt of $1.0 million as a result of the early retirement of debt on two malls.
We recorded a gain on investment of $45.1 million during 2012 related to the acquisition of a controlling interest in Imperial Valley Mall, located in El Centro, CA, when we acquired our joint venture partner's 40% interest.
We recognized a gain on sale of real estate assets of $2.3 million in 2012 related to the sale of a vacant anchor space at one of our malls and the sale of eight parcels of land. During 2011, we recognized a gain on sales of real estate assets of $59.4 million. Of this amount, $54.3 million was related to the sale of a portion of our interests in the CBL/T-C Properties and $5.1 million was related to the sale of a vacant anchor space at one of our malls and five parcels of land.
Equity in earnings of unconsolidated affiliates increased by $2.2 million during 2012. Gains related to the sales of three outparcels comprised $1.4 million of the increase. Increases in revenues from several new tenants and favorable rent increases for existing tenants at several unconsolidated Properties also contributed to this increase, reflecting improved occupancy and rental rates consistent with the 2012 Comparable Properties.
The income tax provision of $1.4 million in 2012 primarily relates to our Management Company, which is a taxable REIT subsidiary, and consists of a current tax benefit of $1.7 million and a deferred income tax provision of $3.1 million. During 2011, we recorded an income tax benefit of $0.3 million, consisting of a current tax provision of $5.4 million, partially offset by a deferred income tax benefit of $5.7 million. Our taxable REIT subsidiary had higher income in 2012 compared to 2011 primarily as a result of an increase in the management fee income from our own portfolio of Properties. Because this fee income is from our consolidated

53


Properties, the fee income is eliminated in our consolidated financial statements; however, there is still a tax effect to the taxable REIT subsidiary.
Loss from discontinued operations for 2012 of $12.5 million includes an aggregate loss of $26.5 million on impairment of real estate which was partially offset by the operating results of two malls and four community centers that were sold during 2012, the operating results of three malls, three associated centers and five office buildings that were sold in 2013 and a $0.1 million gain on sale of real estate related to one community center that was sold in 2012. Operating income from discontinued operations for 2011 of $29.8 million includes a gain on extinguishment of debt of $31.4 million for one mall sold in 2011, the operating results of one mall and one community center that were sold in 2011, the operating results of two malls and four community centers that were sold in 2012 and the operating results of three malls, three associated centers and five office buildings that were sold in 2013, which were partially offset by an aggregate loss on impairment of real estate of $7.4 million.
We also recorded a gain on discontinued operations of $0.9 million in 2012 related to the sale of a community center.

Same-Center Net Operating Income
NOI is a supplemental measure of the operating performance of our shopping centers and other Properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
Similar to FFO, we compute NOI based on our pro rata share of both consolidated and unconsolidated Properties. Our definition of NOI may be different than that used by other companies and, accordingly, our calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of our shopping center Properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on our results of operations. In the fourth quarter of 2013, we modified our calculation of same-center NOI to exclude lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of our shopping center and other Properties.
We included a Property in our same-center pool when we owned all or a portion of the Property as of December 31, 2013, and we owned it and it was in operation for both the entire preceding calendar year and the current year ending December 31, 2013. New Properties are excluded from same-center NOI, until they meet this criteria. The only Properties excluded from the same-center pool that would otherwise meet this criteria are non-core Properties, Properties under major redevelopment and Properties included in discontinued operations.

54


Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income attributable to the Company for the years ended December 31, 2013 and 2012 is as follows (in thousands):
 
 
Year Ended December 31,
 
 
2013
 
2012
Net income attributable to the Company
 
$
85,204

 
$
131,600

Adjustments: (1)
 
 
 
 
Depreciation and amortization
 
319,260

 
307,519

Interest expense
 
266,843

 
285,769

Abandoned projects expense
 
334

 
(39
)
Gain on sales of real estate assets
 
(2,002
)
 
(6,496
)
(Gain) loss on extinguishment of debt
 
9,108

 
(265
)
Gain on investments
 
(2,400
)
 
(45,072
)
Loss on impairment
 
75,283

 
50,840

Income tax provision
 
1,305

 
1,404

Lease termination fees
 
(4,217
)
 
(3,819
)
Straight-line rent and above and below market rent
 
(1,502
)
 
(3,375
)
Net income attributable to noncontrolling interest in earnings of Operating Partnership
 
7,125

 
19,267

(Gain) loss on discontinued operations
 
(1,144
)
 
(938
)
General and administrative expenses
 
48,867

 
51,251

Management fees and non-property level revenues
 
(45,988
)
 
(38,948
)
Company's share of property NOI
 
756,076

 
748,698

Non-comparable NOI
 
(58,186
)
 
(56,741
)
Total same-center NOI 
 
$
697,890

 
$
691,957

(1)
Adjustments are based on our pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated Properties.

Same-center NOI increased $5.9 million for the year ended December 31, 2013 compared to 2012. Our NOI growth of 0.9% for 2013 as compared to the prior year was constrained by the impact of lower performing Properties, which we plan to continue to divest over time, subject to market conditions. Additionally, our strategy of upgrading our tenant mix impacted NOI as we saw longer downtimes between store closures and new store openings, which led to several months of lost rent. However, in the long term, the upgraded tenant mix is expected to contribute to stronger growth in sales and positively impact NOI in the future.
Operational Review
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.
We derive the majority of our revenues from the Mall Properties. The sources of our revenues by property type were as follows:
 
Year Ended December 31,
 
2013
 
2012
Malls
88.3%
 
89.8%
Associated centers
4.0%
 
4.1%
Community centers
1.7%
 
1.2%
Mortgages, office buildings and other
6.0%
 
4.9%
     

55



Mall Store Sales

Mall store sales include reporting mall tenants of 10,000 square feet or less for stabilized malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. Mall stores sales for the year ended December 31, 2013 on a comparable per square foot basis were $356 per square foot compared with $360 per square foot for 2012, representing a 1.1% decrease.
Occupancy
Our portfolio occupancy is summarized in the following table:
 
As of December 31,
 
 
2013
 
2012
 
Total portfolio 
94.7%
 
94.7%
 
Total mall portfolio
94.8%
 
94.7%
 
Same-center stabilized malls
94.9%
 
94.8%
 
Stabilized malls 
94.7%
 
94.7%
 
Non-stabilized malls 
98.0%
(1)
100.0%
(2)
Associated centers
94.5%
 
94.8%
 
Community centers
96.7%
 
95.9%
 

(1)
Represents occupancy for The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of December 31, 2013.
(2)
Represents occupancy for The Outlet Shoppes at Oklahoma City as of December 31, 2012.
Occupancy results were relatively flat as we continued to upgrade our tenant mix, which led to increased downtime between store closings and openings. For 2014, we are forecasting occupancy improvements of 0 to 25 basis points as compared to 2013 for the total portfolio as well as for the stabilized mall portfolio.
Leasing
During 2013, we signed more than 6.8 million square feet of leases, including 6.1 million square feet of leases in our operating portfolio and 0.7 million square feet of development leases. The leases signed in our operating portfolio included approximately 1.7 million square feet of new leases and approximately 4.4 million square feet of renewals. This compares with a total of approximately 6.1 million square feet of leases signed during 2012, including 5.8 million square feet of leases in our operating portfolio and 0.3 million square feet of development leases.
Average annual base rents per square foot are based on contractual rents in effect as of December 31, 2013 and 2012, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each property type:
 
December 31,
 
2013
 
2012
Same-Center stabilized malls (1)
$
30.41

 
$
30.12

Stabilized malls (1) (2)
30.35

 
30.12

Non-stabilized malls (3)
24.52

 
22.81

Associated centers
12.06

 
11.90

Community centers
15.77

 
16.02

Office buildings
19.38

 
18.62


(1)
Excludes Kirkwood Mall, which was acquired in December 2012. Also excludes occupancy related to Citadel Mall and Columbia Place, both of which were in foreclosure proceedings as of December 31, 2013.
(2)
Kirkwood Mall, which was acquired in December 2012, is excluded from average annual base rents as of December 31, 2012.
(3)
Represents average annual base rents for The Outlet Shoppes at Atlanta and The Outlet Shoppes at Oklahoma City as of December 31, 2013 and average annual base rents for The Outlet Shoppes at Oklahoma City as of December 31, 2012.


56


Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the year ended December 31, 2013 for spaces that were previously occupied are as follows:
Property Type
 
Square Feet
 
Prior Gross
Rent PSF
 
New Initial
Gross Rent
PSF
 
% Change
Initial
 
New Average
Gross Rent
PSF (2)
 
% Change
Average
All Property Types (1)
 
2,627,843

 
$
38.01

 
$
41.13

 
8.2%
 
$
42.48

 
11.8%
Stabilized Malls
 
2,457,133

 
39.18

 
42.43

 
8.3%
 
43.82

 
11.8%
New leases
 
566,502

 
39.51

 
49.09

 
24.2%
 
51.98

 
31.6%
Renewal leases
 
1,890,631

 
39.08

 
40.43

 
3.5%
 
41.38

 
5.9%

(1)
Includes stabilized malls, associated centers, community centers and office buildings.
(2)
Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet for the year ended December 31, 2013 based on commencement date is as follows:
 
 
Number
of
Leases
 
Square
Feet
 
Term
(in
years)
 
Initial
Rent
PSF
 
Average
Rent
PSF
 
Expiring
Rent
PSF
 
Initial Rent
Spread
 
 Average Rent
Spread
Commencement 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
226

 
567,905

 
7.92

 
$
46.66

 
$
49.34

 
$
39.53

 
$
7.13

 
18.0%
 
$
9.81

 
24.8%
Renewal
 
715

 
1,950,144

 
4.39

 
39.95

 
40.88

 
39.08

 
0.87

 
2.2%
 
1.80

 
4.6%
Commencement 2013 Total
 
941

 
2,518,049

 
5.24

 
$
41.46

 
$
42.79

 
$
39.18

 
$
2.28

 
5.8%
 
3.61

 
9.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commencement 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
79

 
207,847

 
8.99

 
$
49.14

 
$
52.14

 
$
37.10

 
$
12.04

 
32.5%
 
15.04

 
40.5%
Renewal
 
265

 
833,698

 
4.32

 
36.96

 
37.90

 
34.40

 
2.56

 
7.4%
 
3.50

 
10.2%
Commencement 2014 Total
 
344

 
1,041,545

 
5.39

 
$
39.39

 
$
40.74

 
$
34.94

 
$
4.45

 
12.7%
 
5.80

 
16.6%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total 2013/2014
 
1,285

 
3,559,594

 
5.28

 
$
40.86

 
$
42.19

 
$
37.94

 
$
2.92

 
7.7%
 
$
4.25

 
11.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
We continue to see positive leasing spreads and demand from retailers to lease space in our Properties. We anticipate retailers will continue with their expansion plans for 2014 and 2015, which will favorably impact our leasing results going forward.

Liquidity and Capital Resources
 
We received two investment grade ratings in 2013 which enabled us to take advantage of favorable market financing through a $450.0 million bond issuance by the Operating Partnership. Our ATM program, which was initiated in 2013, provided net proceeds of $209.6 million from the sale of 8.4 million shares at a weighted-average sales price of $25.12 per share. Additionally, we converted our third credit facility from secured to unsecured which furthers our goal to increase our pool of unencumbered Properties. We also closed on two unsecured term loans of $400.0 million and $50.0 million, respectively, taking advantage of low interest rates.

As discussed in Note 14 to the accompanying consolidated financial statements, under the terms of the joint venture agreement for CWJV, we redeemed Westfield's preferred units for $413.0 million further enhancing the strength of our balance sheet.

We derive a majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with our debt and equity sources and the availability under our lines of credit will, for the foreseeable future, provide adequate liquidity to meet our cash needs.  In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, equity offerings, joint venture investments, issuances of noncontrolling interests in our Operating Partnership, and decreasing expenditures related to tenant construction allowances and other capital expenditures.  We also generate revenues from sales of peripheral land at the Properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.
 

57


Cash Flows - Operating, Investing and Financing Activities
 
There was $65.5 million of unrestricted cash and cash equivalents as of December 31, 2013, a decrease of $12.7 million from December 31, 2012.  Cash provided by operating activities during 2013 decreased $16.7 million to $464.8 million from $481.5 million during 2012. Reductions in operating cash flows related to the Properties sold in 2013, prepaid rents received at December 31, 2013 as compared to December 31, 2012, as well as the timing of certain other working capital items were partially offset by increases in operating cash flows resulting from the 2013 New Properties, reduced interest expense and increased same-center NOI of the 2013 Comparable Properties. Cash provided by operating activities during 2012 increased $39.7 million to $481.5 million from $441.8 million during 2011. The increase in operating cash flows was primarily due to the operations of the 2012 New Properties, same-center NOI growth of the 2012 Comparable Properties, an increase in fee income and the reduction in interest expense as a result of our ongoing efforts to reduce debt levels.
Cash flows used in investing activities was $125.7 million, $246.7 million and $27.6 million in 2013, 2012, and 2011, respectively. Investing activities for 2013 were primarily affected by:
▪
$314.3 million of expenditures related to our development, redevelopment, renovation and expansion programs,
▪
$41.4 million of acquisition expenditures related to Kirkwood Mall,
▪
additional investments in unconsolidated affiliates of $34.1 million related primarily to the development of Fremaux Town Center and the acquisition of the Sears store at CoolSprings Galleria, and
▪
proceeds of $240.2 million related to Properties sold in 2013.
Investing activities in 2012 were primarily affected by:
▪
$217.8 million of expenditures related to our development, redevelopment, renovation and expansion programs,
▪
$96.1 million of acquisition expenditures primarily related to interests in three malls and two outlet centers, and
▪
proceeds of $77.0 million primarily related to the sale of two malls, four community centers and several outparcels.
Investing activities in 2011 were primarily affected by:
▪
$205.4 million of expenditures related to our development, redevelopment, renovation and expansion programs,
▪
additional investments in unconsolidated affiliates of $35.5 million related primarily to expansions of several centers and the formation of our joint venture with TIAA-CREF, and
▪
$244.6 million of proceeds primarily related to the sale of a partial interest in certain Properties to TIAA-CREF in connection with the formation of our joint venture and the sale of one mall and one community center.
Cash flows used in financing activities were $351.8 million, $212.7 million and $409.0 million in 2013, 2012 and 2011, respectively. Financing activities in 2013 were primarily affected by:
▪
net proceeds from the issuance of mortgage and other indebtedness, net of principal payments, of $118.6 million,
▪
proceeds of $209.5 million from the issuance of common stock, primarily from our ATM equity offering program,
▪
the redemption of the Westfield PJV units of $408.6 million, and
▪
dividends and distributions of $254.9 million paid to holders of preferred stock, common stock and noncontrolling interests.
Financing activities in 2012 were primarily affected by:
▪
net repayment of mortgage and other indebtedness of $118.6 million,
▪
proceeds of $166.7 million from the issuance of the Series E Preferred Stock,
▪
the redemption of the Series C Preferred Stock of $115.0 million, and
▪
dividends and distributions of $243.1 million paid to holders of preferred stock, common stock and noncontrolling interests.
Financing activities in 2011 were primarily affected by:
▪
net repayment of mortgage and other indebtedness of $152.7 million, and
▪
dividends and distributions of $254.9 million paid to holders of preferred stock, common stock and noncontrolling interests.





58


Debt

Debt of the Company

All of our debt is held directly or indirectly by the Operating Partnership.

We are a limited guarantor of the 5.250% senior notes, issued by the Operating Partnership in November 2013, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our unsecured credit facilities and two unsecured term loans as of December 31, 2013.

We also have guaranteed 100% of the debt secured by The Promenade in D'Ilberville, MS, which had a balance of $51.3 million at December 31, 2013.
    
Debt of the Operating Partnership

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated Properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):
 
Consolidated
 
Noncontrolling Interests
 
Unconsolidated Affiliates
 
Total
 
Weighted
Average
Interest
Rate (1)
December 31, 2013:
 
 
 
 
 
 
 
 
 
Fixed-rate debt:
 
 
 
 
 
 
 
 
 
  Non-recourse loans on operating properties (2)
$
3,527,830

 
$
(87,406
)
 
$
653,429

 
$
4,093,853

 
5.50
%
Senior unsecured notes (3)
445,374

 
—

 
—

 
445,374

 
5.25
%
Financing method obligation (4)
17,570

 
—

 
—

 
17,570

 
8.00
%
Total fixed-rate debt
3,990,774

 
(87,406
)
 
653,429

 
4,556,797

 
5.48
%
Variable-rate debt:
 

 
 

 
 

 
 

 
 

Non-recourse term loans on operating properties
133,712

 
(5,669
)
 
—

 
128,043

 
3.19
%
Recourse term loan on operating property
51,300

 
—

 
63,311

 
114,611

 
2.08
%
Construction loans
2,983

 
—

 
25,800

 
28,783

 
2.28
%
Unsecured lines of credit (5)
228,754

 
—

 
—

 
228,754

 
1.57
%
Unsecured term loans
450,000

 
—

 
—

 
450,000

 
1.71
%
Total variable-rate debt
866,749

 
(5,669
)
 
89,111

 
950,191

 
1.94
%
Total
$
4,857,523

 
$
(93,075
)
 
$
742,540

 
$
5,506,988

 
4.87
%
 
Consolidated
 
Noncontrolling Interests
 
Unconsolidated Affiliates
 
Total
 
Weighted
Average
Interest
Rate (1)
December 31, 2012:
 
 
 
 
 
 
 
 
 
Fixed-rate debt:
 
 
 
 
 
 
 
 
 
  Non-recourse loans on operating properties (2)
$
3,776,245

 
$
(89,530
)
 
$
660,563

 
$
4,347,278

 
5.47
%
Financing method obligation (4)
18,264

 
—

 
—

 
18,264

 
8.00
%
Total fixed-rate debt
3,794,509

 
(89,530
)
 
660,563

 
4,365,542

 
5.48
%
Variable-rate debt:
 

 
 

 
 

 
 

 
 

Non-recourse term loan on operating property
123,875

 
—

 
—

 
123,875

 
3.36
%
Recourse term loans on operating properties
97,682

 
—

 
128,491

 
226,173

 
2.16
%
Construction loan
15,366

 
—

 
—

 
15,366

 
2.96
%
Unsecured lines of credit 
475,626

 
 
 
 
 
475,626

 
2.07
%
Secured line of credit (5)
10,625

 
—

 
—

 
10,625

 
2.46
%
Unsecured term loan
228,000

 
—

 
—

 
228,000

 
1.82
%
Total variable-rate debt
951,174

 
—

 
128,491

 
1,079,665

 
2.39
%
Total
$
4,745,683

 
$
(89,530
)
 
$
789,054

 
$
5,445,207

 
4.86
%
 

59


(1)
Weighted average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
(2)
We had four interest rate swaps on notional amounts outstanding totaling $109,830 as of December 31, 2013 and $113,885 as of December 31, 2012 related to four of our variable-rate loans on operating Properties to effectively fix the interest rates on these loans.  Therefore, these amounts are reflected in fixed-rate debt at December 31, 2013 and 2012.
(3)
In November 2013, the Operating Partnership issued $450,000 of senior unsecured notes in a public offering. The balance at December 31, 2013 includes a discount of $4,626 recorded upon issuance. See below for additional information.
(4)
This amount represents the noncontrolling partner's equity contribution related to Pearland Town Center that is accounted for as a financing due to certain terms of the CBL/T-C, LLC joint venture agreement. See Note 5 to the consolidated financial statements for further information.
(5)
We converted our secured line of credit from secured to unsecured in February 2013.

As of December 31, 2013, $220.7 million of our pro rata share of consolidated and unconsolidated debt, excluding debt premiums, is scheduled to mature during 2014 as well as $27.3 million that relates to the loan on Columbia Place, which matured in 2013 and is in the process of foreclosure by the lender, which we anticipate will occur during the second quarter of 2014. The $220.7 million that is scheduled to mature in 2014 includes one $51.3 million operating Property loan that has an extension we intend to exercise, leaving $169.4 million of debt maturities in 2014 that must be retired or refinanced, representing two operating Property loans and one financing method obligation.   We plan to retire the loan secured by our wholly-owned Property using our lines of credit. We expect to refinance the loan secured by our joint venture Property. Subsequent to December 31, 2013, we retired one operating Property loan with an outstanding balance of $122.4 million as of December 31, 2013 that was scheduled to mature in 2016.

The weighted average remaining term of our total share of consolidated and unconsolidated debt was 4.8 years and 4.6 years at December 31, 2013 and 2012, respectively. The weighted average remaining term of our pro rata share of fixed-rate debt was 5.2 years at December 31, 2013 and 2012.
 
As of December 31, 2013 and 2012, our pro rata share of consolidated and unconsolidated variable-rate debt represented 17.3% and 19.8%, respectively, of our total pro rata share of debt. The decrease is primarily due to the retirement of several variable-rate loans during the year and the lower balances on our lines of credit, which were reduced using proceeds from our debut bond offering, excess proceeds from refinancings and other capital sources. As of December 31, 2013, our share of consolidated and unconsolidated variable-rate debt represented 9.8% of our total market capitalization (see Equity below) as compared to 10.7% as of December 31, 2012.
    
Senior Unsecured Notes
 
In November 2013, the Operating Partnership issued $450.0 million of senior unsecured notes that bear interest at 5.250% payable semiannually beginning June 1, 2014 and mature on December 1, 2023 ("the Notes"). The interest rate 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, our ratio of secured debt to total assets, as defined, is greater than 40% but less than 45%. 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 notice to the holders of the Notes to be redeemed. The Notes may be redeemed prior to September 1, 2023 for cash, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate, as defined, plus 0.40%, plus accrued and unpaid interest. On or after September 1, 2023, the Notes are redeemable for cash at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. After deducting underwriting and other offering expenses of $4.2 million and a discount of $4.6 million, the net proceeds from the sale of the Notes was $441.2 million, which the Operating Partnership used to reduce the outstanding balances on its credit facilities.

Unsecured Lines of Credit
We have 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.

Wells Fargo Bank NA serves as the administrative agent for a syndicate of financial institutions for our two unsecured $600.0 million credit facilities ("Facility A" and "Facility B") for an aggregate amount of $1.2 billion. Facility A matures in November 2015 and has a one-year extension option for an outside maturity date of November 2016. Facility B matures in November 2016 and has a one-year extension option for an outside maturity date of November 2017. The extension options on both facilities are at our election, subject to continued compliance with the terms of the facilities, and have a one-time extension fee of 0.20% of the commitment amount of each credit facility.


60


In the first quarter of 2013, we amended and restated our $105.0 million secured credit facility with First Tennessee Bank, NA. The facility was converted from secured to unsecured with a capacity of $100.0 million and a maturity date of February 2016.

Prior to May 14, 2013, borrowings under our three unsecured lines of credit bore interest at LIBOR plus a spread ranging from 155 to 210 basis points based on our leverage ratio. We also paid annual unused facility fees, on a quarterly basis, at rates of either 0.25% or 0.30% based on any unused commitment of each facility. In May 2013, we obtained an investment grade rating from Moody's and, effective May 14, 2013, made a one-time irrevocable election to use our credit rating to determine the interest rate on each facility. Under the credit rating election, each facility now bears interest at LIBOR plus a spread of 100 to 175 basis points. In July 2013, we received an IDR of BBB- with a stable outlook and a senior unsecured notes rating of BBB- from Fitch. As of December 31, 2013, our interest rate based on our credit ratings from Moody's and Fitch is LIBOR plus 140 basis points. Additionally, we pay an annual facility fee that ranges from 0.15% to 0.35% of the total capacity of each facility rather than the unused commitment fees as described above. As of December 31, 2013, the annual facility fee is 0.30%. The three unsecured lines of credit had a weighted-average interest rate of 1.57% at December 31, 2013.

The following summarizes certain information about our unsecured lines of credit as of December 31, 2013 (in thousands):
 
Total
Capacity
 
Total
Outstanding
 
Maturity
Date
 
Extended
Maturity
Date
Facility A
$
600,000

 
$
99,371

(1)
November 2015
 
November 2016
First Tennessee
100,000

 
5,000

 
February 2016
 
N/A
Facility B
600,000

 
124,383

(2)
November 2016
 
November 2017
 
$
1,300,000

 
$
228,754

 
 
 
 

(1)
There was an additional $2,000 outstanding on this facility as of December 31, 2013 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.
(2)
There was an additional $617 outstanding on this facility as of December 31, 2013 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.

Secured Line of Credit
 
In the first quarter of 2013, we amended and restated our $105.0 million secured credit facility to convert it to an unsecured credit facility as described above.

Unsecured Term Loans

In the third quarter of 2013, we closed on a five-year $400.0 million unsecured term loan. Net proceeds from the term loan were used to reduce outstanding balances on our credit facilities. The loan bears interest at a variable-rate of LIBOR plus 150 basis points based on our current credit ratings and has a maturity date of July 2018. At December 31, 2013, the outstanding borrowings of $400.0 million had an interest rate of 1.67%.

In the first quarter of 2013, under the terms of our amended and restated agreement with First Tennessee Bank, NA, we obtained a $50.0 million unsecured term loan that bears interest at a variable-rate of LIBOR plus 190 basis points and matures in February 2018. At December 31, 2013, the outstanding borrowings of $50.0 million had a weighted-average interest rate of 2.07%.

We had an unsecured term loan of $228.0 million that bore interest at LIBOR plus a margin of 1.50% to 1.80% based on our leverage ratio, as defined in the loan agreement.  We retired the unsecured term loan at its April 2013 maturity date with borrowings from our credit facilities.
 
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 net worth requirements, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions.  We believe we were in compliance with all covenants and restrictions at December 31, 2013.


61


Unsecured Lines of Credit and Unsecured Term Loans

The following presents our compliance with key covenant ratios, as defined, of the credit facilities and term loans as of December 31, 2013:

Ratio
 
Required
 
Actual
Debt to total asset value
 
< 60%
 
51.6%
Ratio of unencumbered asset value to unsecured indebtedness
 
> 1.60x
 
2.51x
Ratio of unencumbered NOI to unsecured interest expense
 
> 1.75x
 
6.15x
Ratio of EBITDA to fixed charges (debt service)
 
>1.50x
 
2.20x

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 $50.0 million or any non-recourse indebtedness greater than $150.0 million (for our 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 our ability to enter into any transaction that could result in certain changes in our ownership or structure as described under the heading “Change of Control/Change in Management” in the agreements for the credit facilities. Prior to obtaining an investment grade rating in May 2013, our obligations under the agreements were unconditionally guaranteed, jointly and severally, by any of our subsidiaries to the extent such subsidiary was a material subsidiary and was not otherwise an excluded subsidiary, as defined in the agreements. Once we obtained an investment grade rating, guarantees by material subsidiaries were no longer required by the agreements.

Senior Unsecured Notes

The following presents our compliance with key covenant ratios, as defined, of the Notes as of December 31, 2013:

Ratio
 
Required
 
Actual
Total debt to total assets
 
< 60%
 
54.7%
Secured debt to total assets
 
<45% (1)
 
41.3%
Total unencumbered assets to unsecured debt
 
>150%
 
244.9%
Consolidated income available for debt service to annual debt service charge
 
> 1.50x
 
3.20x
(1) On January 1, 2020 and thereafter, the ratio of secured debt to total assets must be less than 40%.

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 $50.0 million of the Operating Partnership will constitute an event of default under the Notes.

Other

Several of our malls/open-air centers, associated centers and community centers, in addition to the corporate office building, are owned by special purpose entities that are included in our 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 our other debts. 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 us.

62



Mortgages on Operating Properties

The following table presents loans, secured by the related Properties, that have been entered into since January 1, 2012 (in thousands):
Date
 
Property
 
Consolidated/
Unconsolidated
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount Financed
or Extended (2)
2013 Activity:
 
 
 
 
 
 
 
 
December
 
The Pavilion at Port Orange - Phase I (3)
 
Unconsolidated
 
LIBOR + 2.0%
 
November 2015
 
$
62,600

December
 
Hammock Landing - Phase I (4)
 
Unconsolidated
 
LIBOR + 2.0%
 
November 2015
 
41,068

December
 
Hammock Landing - Phase II (5)
 
Unconsolidated
 
LIBOR + 2.25%
 
November 2015
 
10,757

October
 
The Outlet Shoppes at Atlanta (6)
 
Consolidated
 
4.90%
 
November 2023
 
80,000

June
 
Statesboro Crossing (7)
 
Consolidated
 
LIBOR + 1.8%
 
June 2016
 
11,400

March
 
Renaissance Center - Phase II (8)
 
Unconsolidated
 
3.49%
 
April 2023
 
16,000

March
 
Friendly Center (9)
 
Unconsolidated
 
3.48%
 
April 2023
 
100,000

 
 
 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
 
 
December
 
West County Center (10)
 
Unconsolidated
 
3.40%
 
December 2022
 
$
190,000

July
 
Gulf Coast Town Center - Phase III (11)
 
Unconsolidated
 
LIBOR + 2.5%
 
July 2015
 
7,000

June
 
WestGate Mall (12)
 
Consolidated
 
4.99%
 
July 2022
 
40,000

May
 
Fashion Square Mall (12)
 
Consolidated
 
4.95%
 
June 2022
 
42,000

May
 
Jefferson Mall (12)
 
Consolidated
 
4.75%
 
June 2022
 
71,190

May
 
Southpark Mall (13)
 
Consolidated
 
4.85%
 
June 2022
 
67,000

May
 
CBL Center I and II (14)
 
Consolidated
 
5.00%
 
June 2022
 
22,000

April
 
Statesboro Crossing (15)
 
Consolidated
 
LIBOR + 1.0%
 
February 2013
 
13,568

April
 
Arbor Place (12)
 
Consolidated
 
5.10%
 
May 2022
 
122,000

February
 
York Town Center (16)
 
Unconsolidated
 
4.90%
 
February 2022
 
38,000

March
 
Northwoods Mall (12)
 
Consolidated
 
5.08%
 
April 2022
 
73,000

March
 
The Pavilion at Port Orange (17)
 
Unconsolidated
 
LIBOR + 3.5%
 
March 2014
 
64,950


(1)    Excludes any extension options.
(2)    Net proceeds were used to reduce the outstanding balances on our credit facilities unless otherwise noted.
(3)
The construction loan was extended and modified to reduce the capacity from $64,950 to $62,600, reduce the interest rate from a variable-rate of LIBOR + 3.5% to a variable-rate of LIBOR + 2.0% and extend the maturity date. The loan has two one-year extension options, which are at the joint venture's election, for an outside maturity date of November 2017. We have guaranteed 25% of the construction loan.
(4)
The loan was amended and restated to extend the maturity date and reduce the interest rate from a variable-rate of LIBOR + 3.5% to a variable-rate of LIBOR + 2.0%. The loan has two one-year extension options, which are at the joint venture's election, for an outside maturity date of November 2017. We have guaranteed 25% of the loan.
(5)
A new construction loan to build a Carmike Cinema has two one-year extension options, which are at the joint venture's election, for an outside maturity date of November 2017. Upon completion of the construction and opening of the Carmike Cinema, our guaranty will be reduced from 100% to 25% and the loan will bear interest at a variable-rate of LIBOR + 2.0%.
(6)
The consolidated joint venture, Atlanta Outlet Shoppes, LLC, closed on the non-recourse loan. Net proceeds from the non-recourse mortgage loan were used to repay a $53,080 recourse construction loan. This Property is owned in a consolidated joint venture and our share of the remaining excess proceeds were used to reduce outstanding balances on our credit facilities.
(7)    The non-recourse loan has two one-year extension options, which are at our option, for an outside maturity date of June 2018.
(8)    Net proceeds from the loan were used to retire a $15,700 loan that was scheduled to mature in April 2013.
(9)
Net proceeds from the loan were used to retire four loans, scheduled to mature in April 2013 and with an aggregate balance of $100,000, that were secured by Friendly Center, Friendly Center Office Building, First National Bank Building, Green Valley Office Building, First Citizens Bank Building, Wachovia Office Building and Bank of America Building.
(10)
Net proceeds of $189,687 were used to retire the outstanding borrowings of $142,235 under the previous loan and excess proceeds were distributed 50/50 to us and our joint venture partner.
(11)
We guarantee 100% of the loan. Net proceeds from the loan were distributed to us in accordance with the terms of the joint venture agreement and were used to reduce the outstanding balances on our credit facilities.

63


(12)
The commercial mortgage-backed securities ("CMBS") loan is non-recourse.
(13)
Net proceeds from this CMBS loan were used to retire an existing loan with a balance of $30,763 secured by Southpark Mall and to reduce outstanding balances on our credit facilities.
(14)
The non-recourse loan with an insurance company was used to reduce outstanding balances on our credit facilities, which had been used in April 2012 and February 2012 to retire the balances on the maturing loans on CBL Centers II and I of $9,078 and $12,818, respectively
(15)
The recourse loan was extended and modified to reduce the capacity from $20,911 to equal the outstanding balance of $13,568 and extend the maturity date.
(16)
Net proceeds from the loan, plus cash on hand, were used to retire a $39,379 loan that was scheduled to mature in March 2012.
(17)
The construction loan was extended and modified to remove a LIBOR floor of 1% and reduce the capacity from $98,883 to $64,950. The joint venture paid $3,332 to reduce the outstanding balance on the loan to the new capacity amount. There is a one-year extension option on the loan, which is at the joint venture's election, for an outside maturity date of March 2015. We guaranteed 100% of the construction loan until December 2013. See Note (3) above for information on the extension and modification of this loan in December 2013.

We have repaid the following loans, secured by the related Properties, since January 1, 2012 (in thousands):
Date
 
Property
 
Consolidated/
Unconsolidated
Property
 

Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid (1)
2013 Activity:
 
 
 
 
 
 
 
 
December
 
Northpark Mall
 
Consolidated
 
5.75%
 
March 2014
 
$
32,684

September
 
The Forum at Grandview
 
Consolidated
 
3.19%
 
September 2013
 
10,200

July
 
Alamance Crossing West
 
Consolidated
 
3.20%
 
December 2013
 
16,000

June
 
Mid Rivers Mall (2)
 
Consolidated
 
5.88%
 
May 2021
 
88,410

April
 
South County Center (3)
 
Consolidated
 
4.96%
 
October 2013
 
71,740

February
 
Statesboro Crossing
 
Consolidated
 
1.21%
 
February 2013
 
13,460

January
 
Westmoreland Mall
 
Consolidated
 
5.05%
 
March 2013
 
63,639

 
 
 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
 
 
October
 
Monroeville Mall
 
Consolidated
 
5.73%
 
January 2013
 
$
106,895

September
 
RiverGate Mall
 
Consolidated
 
3.47%
 
September 2012
 
77,500

May
 
Southpark Mall (4)
 
Consolidated
 
7.00%
 
May 2012
 
30,763

April
 
CBL Center II
 
Consolidated
 
4.50%
 
February 2013
 
9,078

March
 
Arbor Place, Jefferson Mall, The Landing at Arbor Place, Old Hickory Mall, WestGate Mall
 
Consolidated
 
6.50%-6.51%
 
July 2012
 
180,022

February
 
CBL Center I
 
Consolidated
 
6.25%
 
August 2012
 
12,818

February
 
The Courtyard at Hickory Hollow, Hickory Hollow Mall (5)
 
Consolidated
 
6.00%
 
October 2018
 
25,962

February
 
Fashion Square Mall, Northwoods Mall, Randolph Mall, Regency Mall
 
Consolidated
 
6.50%-6.51%
 
July 2012
 
141,235

January
 
Massard Crossing, Pemberton Plaza, Willowbrook Plaza (5)
 
Consolidated
 
7.54%
 
February 2012
 
34,349


(1)
We retired the loans with borrowings from our credit facilities unless otherwise noted.
(2)
We recorded an $8,936 loss on extinguishment of debt, which consisted of a $8,708 prepayment fee and $228 of unamortized debt issuance costs.
(3)
We recorded a loss on extinguishment of debt of $172 from the write-off of an unamortized discount.
(4)
Proceeds from a new loan on Southpark Mall that closed in May 2012 were used to retire the existing loan.
(5)
Hickory Hollow Mall, Massard Crossing and Willowbrook Plaza were sold and are included in discontinued operations. See Note 4 to the consolidated financial statements for further information.

In the third quarter of 2013, the lender of the non-recourse mortgage loan secured by Citadel Mall in Charleston, SC sent a formal notice of default and initiated foreclosure proceedings. Citadel Mall generates insufficient income levels to cover the debt service on the mortgage, which had a balance of $68.2 million at December 31, 2013 and a contractual maturity date of April 2017. In the second quarter of 2013, the lender on the loan began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. A foreclosure sale occurred in January 2014. See Note 19 to the consolidated financial statements for additional information.

64


In the third quarter of 2012, we retired a $44.5 million loan, secured by a regional mall, with borrowings from our credit facilities. The loan was scheduled to mature in 2012. We recorded a gain on extinguishment of debt of $0.2 million related to the early retirement of this debt.
In the first quarter of 2012, the lender of the non-recourse mortgage loan secured by Columbia Place in Columbia, SC notified us that the loan had been placed in default. Columbia Place generates insufficient income levels to cover the debt service on the mortgage, which had a balance of $27.3 million at December 31, 2013, and a contractual maturity date of September 2013. The lender on the loan receives the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. The Property is currently in the foreclosure process.
See Note 19 to the consolidated financial statements for subsequent events related to operating Property loans.

Construction Loans
2013 Activity
In the fourth quarter of 2013, we retired a $53.1 million variable-rate recourse construction loan, secured by The Outlet Shoppes at Atlanta, with proceeds from a $80.0 million non-recourse mortgage loan.
In the third quarter of 2013, Louisville Outlet Shoppes, LLC obtained a construction loan for the development of The Outlet Shoppes at Louisville in Louisville, KY that allows for borrowings up to $60.2 million and bears interest at LIBOR plus 200 basis points. The loan matures in August 2016 and has two one-year extension options, which are at the consolidated joint venture's election, for an outside maturity date of August 2018. We have guaranteed 100% of the loan. The construction loan had an outstanding balance of $3.0 million at December 31, 2013.
In the first quarter of 2013, Fremaux Town Center JV, LLC ("Fremaux") obtained a construction loan for the development of Fremaux Town Center, a community center development located in Slidell, LA that allows for borrowings up to $46.0 million and bears interest at LIBOR plus 2.125%. The loan matures in March 2016 and has two one-year extension options, which are at the joint venture's election, for an outside maturity date of March 2018. We have guaranteed 100% of the construction loan. The construction loan had an outstanding balance of $25.8 million at December 31, 2013. Subsequent to December 31, 2013, Fremaux amended and restated its loan agreement to increase the capacity on its construction loan from $46.0 million to $47.3 million for additional development costs.
2012 Activity
In the third quarter of 2012, we retired a $2.0 million land loan, secured by The Forum at Grandview in Madison, MS, with borrowings from our credit facilities. The loan was scheduled to mature in September 2012.
In the second quarter of 2012, we entered into a 75%/25% joint venture, Atlanta Outlet Shoppes, LLC, with a third party to develop, own and operate The Outlet Shoppes at Atlanta, an outlet center development located in Woodstock, GA. In August 2012, the joint venture closed on a construction loan with a maximum capacity of $69.8 million that bears interest at LIBOR plus a margin of 275 basis points. The loan matures in August 2015 and has two one-year extensions available, which are at the joint venture's option. The loan was retired in the fourth quarter of 2013. We had guaranteed 100% of this loan.

65


Interest Rate Hedging Instruments
The following table provides further information related to each of our interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2013 and 2012 (dollars in thousands):
Instrument Type
 
Location in
Consolidated
Balance Sheet
 
Outstanding
Notional
Amount
 
Designated
Benchmark
Interest
Rate
 
Strike
Rate
 
Fair
Value at
12/31/13
 
Fair
Value at
12/31/12
 
Maturity
Date
Cap
 
Intangible lease assets
  and other assets
 
$ 122,375
(amortizing
to $122,375)
 
3-month
LIBOR
 
5.000
%
 
$
—

 
$
—

 
January 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 53,093
(amortizing
to $48,337)
 
1-month
LIBOR
 
2.149
%
 
$
(1,915
)
 
$
(2,775
)
 
April 2016
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 33,243
(amortizing
to $30,276)
 
1-month
LIBOR
 
2.187
%
 
(1,226
)
 
(1,776
)
 
April 2016
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 12,427
(amortizing
to $11,313)
 
1-month
LIBOR
 
2.142
%
 
(446
)
 
(647
)
 
April 2016
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 11,067
(amortizing
to $10,083)
 
1-month
LIBOR
 
2.236
%
 
(420
)
 
(607
)
 
April 2016
 
 
 
 
 
 
 
 
 
 
$
(4,007
)
 
$
(5,805
)
 
 

Equity
At-The-Market Equity Program
On March 1, 2013, we entered into separate controlled equity offering sales agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of our common stock, having an aggregate offering price of up to $300.0 million, from time to time in ATM 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, we will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by us, the Operating Partnership issues a corresponding number of common units of limited partnership interest to us in exchange for the contribution of the proceeds from the stock issuance. We include only share issuances that have settled in the calculation of shares outstanding at the end of each period. The following table summarizes issuances of common stock sold through the ATM program since inception through December 31, 2013 (dollars in thousands, except weighted-average sales price):
 
 
Number of Shares
Settled
 
Gross
Proceeds
 
Net
Proceeds
 
Weighted-average
Sales Price
2013:
 
 
 
 
 
 
 
 
First quarter
 
1,889,105

 
$
44,459

 
$
43,904

 
$
23.53

Second quarter
 
6,530,193

 
167,034

 
165,692

 
25.58

Total
 
8,419,298

 
$
211,493

 
$
209,596

 
$
25.12

The proceeds from these sales were used to reduce the outstanding balances on our credit facilities. Since the commencement of the ATM program, we have issued 8,419,298 shares of common stock and approximately $88.5 million remains available that may be sold under this program. Actual future sales will depend on a variety of factors including but not limited to market conditions, the trading price of our common stock and our capital needs. We have no obligation to sell the remaining shares available under the ATM program.

Preferred Stock / Preferred Units
Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. A description of our cumulative redeemable preferred stock is provided below. The Operating Partnership issues an equivalent number of preferred units to CBL

66


in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock.
In October 2012, CBL completed an underwritten public offering of 6,900,000 depositary shares, each representing 1/10th of a share of its newly designated 6.625% Series E Preferred Stock at $25.00 per depositary share. CBL contributed net proceeds from the offering of $166.6 million, after deducting the underwriting discount and offering expenses to the Operating Partnership in exchange for 690,000 Series E Preferred Units of the Operating Partnership. A portion of the net proceeds from this offering were used to redeem all CBL's Series C Preferred Stock with an aggregate liquidation preference of $115.0 million and $0.9 million related to accrued and unpaid dividends for an aggregate redemption amount of $115.9 million. The remaining net proceeds of $50.7 million were used to reduce outstanding balances on the Operating Partnership's credit facilities. The Series E Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $16.5625 per share ($1.65625 per depositary share) per annum. We may not redeem the Series E Preferred Stock before October 12, 2017, except in limited circumstances to preserve CBL's REIT status or in connection with a change of control. On or after October 12, 2017, we may, at our option, redeem the Series E Preferred Stock in whole at any time or in part from time to time by paying $25.00 per depositary share, plus any accrued and unpaid dividends up to, but not including, the date of redemption. The Series E Preferred Stock generally has no stated maturity and will not be subject to any sinking fund or mandatory redemption. The Series E Preferred Stock is not convertible into any of our securities, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default.
We had 18,150,000 depositary shares, each representing 1/10th of a share of our 7.375% Series D Preferred Stock with a par value of $0.01 per share, outstanding as of December 31, 2013 and 2012. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any of our other securities. We may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.
On November 5, 2012, we redeemed all 460,000 Series C Shares and all outstanding depositary shares, each representing 1/10th of a Series C Share, for $115,891. We recorded a charge to preferred dividends of $3.8 million upon redemption to write off direct issuance costs related to the Series C Shares and underlying depositary shares.

Dividends - CBL
 
CBL paid first, second and third quarter 2013 cash dividends on its common stock of $0.23 per share on April 16th, July 16th and October 16th 2013, respectively.  On November 25, 2013, CBL's Board of Directors declared a fourth quarter cash dividend of $0.245 per share that was paid on January 15, 2014, to shareholders of record as of December 30, 2013. Future dividends payable will be determined by CBL's Board of Directors based upon circumstances at the time of declaration.

During the year ended December 31, 2013, we paid dividends of $196.2 million to holders of our common stock and our preferred stock, as well as $58.7 million in distributions to the noncontrolling interest investors in our Operating Partnership and other consolidated subsidiaries.

As a publicly traded company and, as a subsidiary of a publicly traded company, we have access to capital through both the public equity and debt markets. We currently have a shelf registration statement on file with the Securities and Exchange Commission authorizing the Company to publicly issue senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership.  Pursuant to the shelf registration statement, the Operating Partnership is also authorized to publicly issue unsubordinated debt securities. There is no limit to the offering price or number of securities that we may issue under this shelf registration statement.


67


Our strategy is to maintain a conservative debt-to-total-market capitalization ratio in order to enhance our access to the broadest range of capital markets, both public and private. Based on our share of total consolidated and unconsolidated debt and the market value of equity, our debt-to-total-market capitalization (debt plus market value of equity) ratio was 56.7% at December 31, 2013, compared to 53.8% at December 31, 2012. Our debt-to-market capitalization ratio at December 31, 2013 was computed as follows (in thousands, except stock prices):
 
 
Shares
Outstanding
 
Stock Price (1)
 
Value
Common stock and operating partnership units
199,594

 
$
17.96

 
$
3,584,708

7.375% Series D Cumulative Redeemable Preferred Stock
1,815

 
250.00

 
453,750

6.625% Series E Cumulative Redeemable Preferred Stock
690

 
250.00

 
172,500

Total market equity
 

 
 

 
4,210,958

Company’s share of total debt
 

 
 

 
5,506,988

Total market capitalization
 

 
 

 
$
9,717,946

Debt-to-total-market capitalization ratio
 

 
 

 
56.7
%
 
(1)
Stock price for common stock and Operating Partnership units equals the closing price of our common stock on December 31, 2013. The
stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.


Contractual Obligations
 
The following table summarizes our significant contractual obligations as of December 31, 2013 (in thousands):

 
Payments Due By Period
 
Total
 
Less Than 1
Year
 
1-3
Years
 
3-5
Years
 
More Than 5
 Years
Long-term debt:
 
 
 
 
 
 
 
 
 
Total consolidated debt service (1)
$
6,077,015

 
$
520,587

 
$
1,972,137

 
$
1,490,642

 
$
2,093,649

Noncontrolling interests' share in other consolidated subsidiaries
(117,251
)
 
(6,787
)
 
(46,080
)
 
(23,556
)
 
(40,828
)
Our share of unconsolidated affiliates debt service (2)
873,165

 
82,144

 
407,835

 
200,952

 
182,234

Our share of total debt service obligations
6,832,929

 
595,944

 
2,333,892

 
1,668,038

 
2,235,055

 
 
 
 
 
 
 
 
 
 
Operating leases: (3)
 

 
 

 
 

 
 

 
 

Ground leases on consolidated properties
31,571

 
766

 
1,561

 
1,587

 
27,657

 
 
 
 
 
 
 
 
 
 
Purchase obligations: (4)
 

 
 

 
 

 
 

 
 

Construction contracts on consolidated properties
4,134

 
4,134

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
Total contractual obligations
$
6,868,634

 
$
600,844

 
$
2,335,453

 
$
1,669,625

 
$
2,262,712

 
(1)
Represents principal and interest payments due under the terms of mortgage and other indebtedness and includes $1,178,329 of variable-rate debt service on seven operating Properties, one construction loan, three unsecured credit facilities and two unsecured term loans. The construction loan, credit facilities and term loans do not require scheduled principal payments. The future interest payments are projected based on the interest rates that were in effect at December 31, 2013. See Note 6 to the consolidated financial statements for additional information regarding the terms of long-term debt.
(2)
Includes $97,269 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.
(3)
Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2014 to 2089 and generally provide for renewal options.
(4)
Represents the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2013, but were not complete. The contracts are primarily for development of Properties.    

68



Capital Expenditures
 
Deferred maintenance expenditures are generally billed to tenants as common area maintenance expense, and most are recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of malls, of which a portion is recovered from tenants over a 5 to 15-year period.  We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space. The following table, which excludes expenditures for developments and expansions, summarizes these capital expenditures for renovations, including our share of unconsolidated affiliates' capital expenditures, for the year ended December 31, 2013 compared to 2012 (in thousands):

 
Year Ended
December 31,
 
2013
 
2012
Tenant allowances (1)
$
46,940

 
$
56,657

 
 
 
 
Renovations
36,592

 
28,106

 
 
 
 
Deferred maintenance:
 
 
 
Parking lot and parking lot lighting
15,867

 
18,163

Roof repairs and replacements
9,145

 
8,427

Other capital expenditures
13,409

 
11,567

  Total deferred maintenance
38,421

 
38,157

 
 
 
 
Capitalized overhead
3,922

 
3,232

 
 
 
 
Capitalized interest
4,889

 
2,671

 
 
 
 
  Total capital expenditures
$
130,764

 
$
128,823

(1)
Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.

We continue to make it a priority to reinvest in our Properties in order to enhance their dominant positions in their markets. In 2013, we completed upgrades at Friendly Center in Greensboro, NC; Greenbrier Mall in Chesapeake, VA; Acadiana Mall in Lafayette, LA; Northgate Mall in Chattanooga, TN and Mid Rivers Mall in St. Peters, MO. Our 2014 renovation program includes upgrades at five of our Properties. Renovations are scheduled to be completed in 2014 at Governor's Square in Clarksville, TN; Volusia Mall in Daytona Beach, FL; Richland Mall in Waco, TX, Janesville Mall in Janesville, WI and Old Hickory Mall in Jackson, TN. As of December 31, 2013, we had funded $16.0 million of this amount leaving approximately $10.4 million to be funded. We invested $36.6 million in renovations in 2013. The total investment in the renovations that are scheduled for 2014 is projected to be $27.4 million. Renovation expenditures for 2013 and 2014 also include certain capital expenditures related to the parking decks at West County Center.

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

69



Developments and Expansions
 
The following tables summarize our development projects as of December 31, 2013:

Properties Opened During the Year Ended December 31, 2013
(Dollars in thousands)
Property
 
Location
 
Total
Project
Square
Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Opening Date
 
Initial
Unleveraged
Yield
Outlet Center:
 
 
 
 
 
 
 
 
 
 
 
 
The Outlet Shoppes at Atlanta (3)
 
Woodstock, GA
 
370,456

 
$
80,490

 
$
71,398

 
July-13
 
11.7%
 
 
 
 
 
 
 
 
 
 
 
 
 
Community Center:
 
 
 
 
 
 
 
 
 
 
 
 
The Crossings at Marshalls Creek
 
Middle Smithfield, PA
 
104,525

 
$
18,983

 
$
21,807

 
June-13
 
9.8%
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall Expansions:
 
 
 
 
 
 
 
 
 
 
 
 
Cross Creek Mall - The District
 
Fayetteville, NC
 
45,620

 
$
15,831

 
$
10,851

 
November-13
 
9.8%
The Shoppes at Southaven Towne
     Center - Phase II
 
Southaven, MS
 
22,925

 
3,968

 
3,372

 
November-13
 
12.2%
Volusia Mall - Restaurant District
 
Daytona Beach, FL
 
27,500

 
7,114

 
5,805

 
November-13
 
10.4%
South County Center - Dick's
     Sporting Goods
 
St. Louis, MO
 
50,000

 
8,051

 
6,365

 
November-13
 
9.5%
West Towne Mall - ULTA & Lane Bryant
 
Madison, WI
 
22,500

 
5,454

 
4,002

 
September-13
 
11.8%
 
 
 
 
168,545

 
$
40,418

 
$
30,395

 
 
 
 
Mall Redevelopment:
 
 
 
 
 
 
 
 
 
 
 
 
Monroeville Mall - JC Penney/
    Cinemark (4)
 
Pittsburgh, PA
 
78,223

 
$
26,178

 
$
22,592

 
October-12/
November-13
 
7.6%
Northgate Mall - The Shops at
    Northgate
 
Chattanooga, TN
 
75,018

 
6,105

 
5,748

 
September-13
 
9.2%
Southpark Mall - Dick's Sporting
    Goods
 
Colonial Heights, VA
 
85,322

 
9,379

 
7,922

 
July-13
 
7.4%
 
 
 
 
238,563

 
$
41,662

 
$
36,262

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Properties Opened
 
 
 
882,089

 
$
181,553

 
$
159,862

 
 
 
 
(1)
Total Cost is presented net of reimbursements to be received.
(2)
Cost to Date does not reflect reimbursements until they are received.
(3)
This Property is a 75/25 joint venture. Total cost and cost to date are reflected at 100%.
(4)
JC Penney opened in October 2012 and Cinemark opened in JC Penney's former space in November 2013.

We opened two new Properties in 2013. The Outlet Shoppes at Atlanta opened in July 2013. At the opening, the project was approximately 97% leased or committed with 99 retailers including Saks Fifth Avenue OFF 5TH, Nike, Asics, Coach, Columbia Sportswear and Juicy Couture. We also opened The Crossing at Marshalls Creek, a community center which includes Price Chopper super market, Rite Aid, STS Tire and Auto Center and Family Dollar as its anchors.

We completed four expansion projects during 2013. The District at Cross Creek Mall featured several new-to-the-market retailers including LOFT, Chico's, Reed's Jewelers and White House/Black Market. The expansion of Southaven Towne Center accommodated several new tenants including ULTA, Versona and Torrid. A 28,000-square-foot restaurant district featuring Bahama Breeze, Olive Garden and iHOP, opened at Volusia Mall in Daytona Beach, FL. We opened a 50,000-square-foot Dick's Sporting Goods store at South County Center in November 2013. We also completed an expansion of West Towne Mall to add Ulta and Lane Bryant as new tenants.

We also completed three mall redevelopment projects during the year. At Monroeville Mall, JC Penney opened their new 110,000-square-foot prototype store in October 2012, relocating from their existing store in the mall. Their former building was redeveloped into a new 12-screen Cinemark Theatre, which opened in November 2013. The Shops at Northgate expansion of Northgate Mall added new tenants Michael's and Ross Dress for Less as anchors alongside an existing T.J. Maxx. At Southpark Mall, a former Dillard's location was redeveloped for a 56,000-square-foot Dick's Sporting Goods.

70



Properties Under Development at December 31, 2013
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total
Project
Square
Feet
 
Total
Cost (1)
 
Cost to
Date (2)
 
Expected
Opening Date
 
Initial
Unleveraged
Yield
Outlet Center:
 
 
 
 
 
 
 
 
 
 
 
 
The Outlet Shoppes at Louisville (3)
 
Simpsonville, KY
 
374,724

 
$
80,472

 
$
41,033

 
August-14
 
10.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
Community Center:
 
 
 
 
 
 
 
 
 
 
 
 
Fremaux Town Center - Phase I (3)
 
Slidell, LA
 
333,636

 
$
52,269

 
$
43,830

 
March-14
 
8.5%
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall Redevelopment:
 
 
 
 
 
 
 
 
 
 
 
 
Northgate Mall - Burlington
 
Chattanooga, TN
 
78,021

 
$
7,826

 
$
374

 
Fall-14
 
7.2%
College Square - Longhorn
    Steakhouse & T.J. Maxx
 
Morristown, TN
 
30,271

 
3,229

 
2,134

 
Spring-14
 
10.0%
 
 
 
 
108.292

 
$
11,055

 
$
2,508

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Properties Under Development
 
816,652

 
$
143,796

 
$
87,371

 
 
 
 
(1)
Total Cost is presented net of reimbursements to be received.
(2)
Cost to Date does not reflect reimbursements until they are received.
(3)
These Properties are 65/35 joint ventures. Total cost and cost to date are reflected at 100%.
Construction continues on The Outlet Shoppes at Louisville. Scheduled to open in summer 2014, the 370,000-square-foot project is approximately 96% leased or committed and includes retailers such as Coach, Banana Republic, Brooks Brothers, Chico's, Nike and Saks Fifth Avenue OFF 5TH among others.
We are also progressing with the construction on the first phase of Fremaux Town Center, a 295,000-square-foot community center development. Dick's Sporting Goods, Michaels, PetSmart, T.J. Maxx and Kohl's will anchor the first phase of this project which is scheduled to open in spring 2014 and is over 95% leased or committed.
We have two mall redevelopment projects currently under construction that we plan to complete in 2014. Burlington is under construction at Northgate Mall. The 65,000 square-foot-store is taking space formerly occupied by a Belk Home store and shops. We are also redeveloping a former Sears location at College Square into a T.J. Maxx and Longhorn restaurant.




71



Shadow Development Pipeline at December 31, 2013
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Total Project Square Feet
 
Estimated
 Total
Cost (1)
 
Expected
Opening Date
 
Initial
Unleveraged
Yield
Outlet Centers:
 
 
 
 
 
 
 
 
 
 
 
 
The Outlet Shoppes at Oklahoma
   City - Phase III (2)
 
Oklahoma City, OK
 
35,000

 
 $5,000 - $5,800
 
2014
 
9% - 12%
The Outlet Shoppes at El Paso -
   Phase II (2)
 
El Paso, TX
 
45,000

 
 $7,000 - $8,000
 
2014
 
10% - 12%
 
 
 
 
80,000

 
 $12,000 - $13,800
 
 
 
 
Community Center:
 
 
 
 
 
 
 
 
 
 
 
 
Fremaux Town Center - Phase II (3)
 
Slidell, LA
 
265,000

 
 $30,000 - $40,000
 
2015
 
9% - 10%
 
 
 
 
 
 
 
 
 
 
 
 
 
Associated Center:
 
 
 
 
 
 
 
 
 
 
 
 
West Towne Crossing - Nordstrom
   Rack
 
Madison, WI
 
30,750

 
$5,000 - $6,000
 
Fall 2014
 
9% - 10%
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall Redevelopment:
 
 
 
 
 
 
 
 
 
 
CoolSprings Galleria - Sears
   Redevelopment
 
Nashville, TN
 
160,000

 
 $50,000 - $60,000
 
2015/2016
 
 7%
Fayette Mall - Sears Redevelopment
 
Lexington, KY
 
115,000

 
 $65,000 - $75,000
 
2015
 
 7%
Monroeville Mall - Dick's Sporting
   Goods
 
Pittsburgh, PA
 
85,000

 
 $9,000 - $9,500
 
2014
 
 8% - 9%
 
 
 
 
360,000

 
 $124,000 - $144,500
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Shadow Pipeline
 
735,750

 
 $171,000 - $204,300
 
 
 
 

(1)
Total Cost is presented net of reimbursements to be received.
(2)
These Properties are 75/25 joint ventures. Total cost and cost to date are reflected at 100%.
(3)
This Property is a 65/35 joint venture. Total cost and cost to date are reflected at 100%.

Our shadow pipeline features projects under pre-development for which construction has not yet begun.

We plan to expand two of our outlet centers to meet continued demand for retail space. Oklahoma City’s 35,000-square-foot expansion will include new retailers Forever 21 and Lids with a grand opening for phase three scheduled for August 2014. At The Outlet Shoppes at El Paso, we will begin construction on a 45,000-square-foot expansion with H&M, Love Culture and Kate Spade. Phase two will open in late summer 2014.
Plans for the second phase of the Fremaux Town Center development include 265,000-square-feet of additional retail space targeting fashion and entertainment. Dillard's will open a 126,000-square-foot store in Phase II of the Fremaux Town Center development. Construction is expected to begin in spring 2014.
Nordstrom Rack was just announced as a new addition to West Towne Crossing, our associated center adjacent to West Towne Mall in Madison, WI. The 31,000-square foot store will open in fall 2014.
We also have three mall redevelopment projects including the redevelopment of the two Sears locations at Fayette Mall in Lexington, KY and CoolSprings Galleria in Nashville, TN which we acquired in 2013. We plan to redevelop both buildings into new specialty stores and restaurants. Additionally, Dick’s Sporting Goods at Monroeville Mall will fill the remaining portion of a former department store space. The new store is expected to open this summer.
We hold options to acquire certain development properties owned by third parties.  Except for the projects presented above, we did not have any other material capital commitments as of December 31, 2013.
 

72


Acquisition

In April 2013, we acquired the remaining 51.0% interest in Kirkwood Mall from our joint venture partner for $41.4 million in cash and the assumption of the partner's $19.8 million share of the debt secured by the Property.

Dispositions
During 2013, we completed the sale of three malls, three associated centers, five office buildings and one parcel of land for aggregate net proceeds of $219.7 million, which were used to reduce the outstanding borrowings on our credit facilities. Additionally, we sold a parcel of land, which a third party development company had been ground leasing, for $22.4 million, which consisted of $15.0 million in cash and a promissory note of $7.4 million.

Off-Balance Sheet Arrangements
 
Unconsolidated Affiliates
 
We have ownership interests in 17 unconsolidated affiliates as of December 31, 2013, that are described in Note 5 to the consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the consolidated balance sheets as “Investments in Unconsolidated Affiliates.”  The following are circumstances when we may consider entering into a joint venture with a third party:

▪
Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.
▪
We determine that we may have the opportunity to capitalize on the value we have created in a Property by selling an interest in the Property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the Property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.
 Preferred Joint Venture Units
 In September 2013, we redeemed all outstanding perpetual PJV units of our joint venture, CWJV with Westfield using borrowings from our lines of credit. The PJV units, originally issued in 2007 as part of the acquisition of four malls in St. Louis, MO by CWJV, were redeemed for $413.0 million, which consisted of $408.6 million for the PJV units and $4.4 million for accrued and unpaid preferred returns. In accordance with the joint venture agreement, the redemption amount represented a $10.0 million reduction to the preferred liquidation value of the PJV units of $418.6 million. The $10.0 million reduction has been recorded as an increase in additional paid-in capital of the Company and as an increase to partners' capital of the Operating Partnership.
Prior to the September 2013 redemption, the terms of the joint venture agreement required that CWJV pay an annual preferred distribution at a rate of 5.0% on the preferred liquidation value of the PJV units of CWJV that were held by Westfield.  Westfield had the right to have all or a portion of the PJV units redeemed by CWJV with either cash or property owned by CWJV, in each case for a net equity amount equal to the preferred liquidation value of the PJV units. At any time after January 1, 2013, Westfield could propose that CWJV acquire certain qualifying property that would be used to redeem the PJV units at their preferred liquidation value. If CWJV did not redeem the PJV units with such qualifying property, then the annual preferred distribution rate on the PJV units would increase to 9.0% beginning July 1, 2013.  We had the right, but not the obligation, to offer to redeem the PJV units from January 31, 2013 through January 31, 2015 at their preferred liquidation value, plus accrued and unpaid distributions. We amended the joint venture agreement with Westfield in September 2012 to provide that, if we exercised our right to offer to redeem the PJV units on or before August 1, 2013, then the preferred liquidation value would be reduced by $10.0 million so long as Westfield did not reject the offer and the redemption closed on or before September 30, 2013.     
 Guarantees
 
We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when

73


we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture partner or have the ability to increase our ownership interest.
 
We owned a parcel of land in Lee's Summit, MO that we ground leased to a third party development company that developed and operates a shopping center on the land parcel. We had guaranteed 27% of the third party’s construction loan and bond line of credit (the “loans”) of which the maximum guaranteed amount represented 27% of the loans' capacity. We included an obligation of $0.2 million as of December 31, 2012 in the accompanying consolidated balance sheet to reflect the estimated fair value of the guaranty. In November 2013, we sold the land parcel to the third party development company for $22.4 million. We received $15.0 million in cash and a promissory note of $7.4 million from the third party development company's parent. The note receivable bears interest of 5.0% and fully amortizes through its maturity date in November 2023. In conjunction with the land sale, our ground lease with the third party development company terminated, releasing us from our 27.0% guaranty, and we removed the $0.2 million obligation from our consolidated balance sheet as of December 31, 2013.

 We have guaranteed construction and land loans for Phases I and II of West Melbourne I, LLC (“West Melbourne”), an unconsolidated affiliate in which we own a 50% interest. West Melbourne developed and operates Hammock Landing, a community center in West Melbourne, FL. Both loans were extended and modified in December 2013 and have maturity dates of November 2015 with two one-year extensions. The guaranty on the Phase I construction loan was reduced from 100% to 25% in the fourth quarter of 2013. The total amount outstanding on the Phase I loan at December 31, 2013 was $41.0 million, of which $10.3 million represents the maximum guaranteed amount. The guaranty on the Phase II land loan will be reduced from 100% to 25% once the construction of a Carmike Cinema is complete and the theater is operational. The total amount outstanding on the Phase II loan at December 31, 2013 was $4.5 million and the maximum guaranteed amount on the loan is $10.8 million. The guarantees will expire upon repayment of the debt.  In the accompanying consolidated balance sheets, we reduced our obligation of $0.5 million as of December 31, 2012 to $0.1 million as of December 31, 2013 to reflect the estimated fair value of these guarantees.

We have guaranteed the construction loan of Port Orange I, LLC ("Port Orange"), an unconsolidated affiliate in which we own a 50% interest. Port Orange developed and operates The Pavilion at Port Orange, a community center in Port Orange, FL. In the fourth quarter of 2013, the guaranty was reduced from 100% to 25%. In December 2013, the loan was modified and extended to mature in November 2015 and has two one year-year extension options available. The total amount outstanding at December 31, 2013 on the loan was $62.6 million, of which the maximum guaranteed amount is $15.6 million. The guaranty will expire upon repayment of the debt. In the accompanying consolidated balance sheets, we reduced our obligation of $1.0 million as of December 31, 2012 to $0.2 million as of December 31, 2013 to reflect the estimated fair value of this guaranty.
 
We have guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which we own a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. We have guaranteed YTC’s performance under this agreement up to a maximum of $22.0 million, which decreases by $0.8 million annually until the guaranteed amount is reduced to $10.0 million. The guaranty expires on December 31, 2020.  The maximum guaranteed obligation was $16.4 million as of December 31, 2013.  We entered into an agreement with our joint venture partner under which the joint venture partner has agreed to reimburse us 50% of any amounts we are obligated to fund under the guaranty.  We did not include an obligation for this guaranty because we determined that the fair value of the guaranty was not material as of December 31, 2013 and 2012.

In July 2012, we guaranteed 100% of a term loan for Gulf Coast Town Center LLC ("Gulf Coast"), an unconsolidated affiliate in which we own a 50% interest, of which the maximum guaranteed amount is $6.3 million.  The loan is for the third phase expansion of Gulf Coast Town Center, a shopping center located in Ft. Myers, FL. The total amount outstanding as of December 31, 2013 on the loan was $6.3 million. The guaranty will expire upon repayment of the debt. The loan matures in July 2015. We did not record an obligation for this guaranty because we determined that the fair value of the guaranty was not material as of December 31, 2013 and 2012.
In March 2013, we guaranteed 100% of a construction loan for Fremaux, an unconsolidated affiliate in which we own a 65% interest, of which the maximum guaranteed amount is $46.0 million. The loan is for the development of Fremaux Town Center, a community center located in Slidell, LA. The total amount outstanding at December 31, 2013 on the loan was $25.8 million. The guaranty will expire upon repayment of the debt. The loan matures in March 2016 and has two one-year extension options for an outside maturity date of March 2018. We received a 1% fee for this guaranty when the loan was issued in March 2013 and included an obligation of $0.5 million in the accompanying consolidated balance sheet as of December 31, 2013 to reflect the estimated fair value of this guaranty. Subsequent to December 31, 2013, Fremaux amended and restated its loan

74


agreement to increase the capacity on its construction loan from $46.0 million to $47.3 million for additional development costs, which increased the maximum guaranteed amount to $47.3 million.

Our guarantees and the related accounting are more fully described in Note 14 to the consolidated financial statements.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures.  We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared.  On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP.  However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements.  Management believes that the following critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements.  We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.   For a discussion of our significant accounting policies, see Note 2 of the Notes to Consolidated Financial Statements, included in Item 8 of this Annual Report on Form 10-K.
Revenue Recognition
Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.
We receive reimbursements from tenants for real estate taxes, insurance, common area maintenance, and other recoverable operating expenses as provided in the lease agreements. Tenant reimbursements are recognized as revenue in the period the related operating expenses are incurred. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with underlying lease terms.
We receive management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from unconsolidated affiliates during the development period are recognized as revenue to the extent of the third-party partners’ ownership interest. Fees to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate.
Gains on sales of real estate assets are recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When we have an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest and the portion of the gain attributable to our ownership interest is deferred.
Real Estate Assets
We capitalize predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.
All acquired real estate assets are accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The purchase price is allocated to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements and (ii) identifiable intangible assets and liabilities generally consisting of above- and below-market leases and in-place leases. We use estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation methods to allocate

75


the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally consist of mortgage debt on the real estate assets acquired. Assumed debt with a stated interest rate that is significantly different from market interest rates is recorded at its fair value based on estimated market interest rates at the date of acquisition.
Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.
Carrying Value of Long-Lived Assets
We periodically evaluate long-lived assets to determine if there has been any impairment in their carrying values and record impairment losses if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts or if there are other indicators of impairment. If it is determined that impairment has occurred, the amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value.  We estimate fair value using the undiscounted cash flows expected to be generated by each Property, which are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates, among others.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analyses may not be achieved. During the year ended December 31, 2013, we recorded a loss on impairment totaling $75.2 million. Of this total, $5.2 million is attributable to a portfolio sale of six Properties which were sold in 2013 and included in discontinued operations, $67.7 million is attributable to two existing Properties, $1.8 million relates to the sale of an outparcel and $0.5 million represents the write-down of the depreciated book value of the corporate airplane owned by the Management Company to its fair value at its trade-in date. During the year ended December 31, 2012, we recorded impairment charges of $50.9 million. Of this total, $26.5 million is attributable to four Properties which were sold in 2012 and included in discontinued operations, $23.3 million is attributable to two existing Properties and $1.1 million relates to the sale of three outparcels. During the year ended December 31, 2011, we recorded impairment charges of $58.7 million. Of this total, $50.7 million is due to the impairment of one mall and $0.6 million is from the sale of one outparcel. The balance of $7.4 million relates to Properties that are included in discontinued operations. See Notes 4 and 15 to the consolidated financial statements for additional information about these impairment losses.
Allowance for Doubtful Accounts
We periodically perform a detailed review of amounts due from tenants and others to determine if accounts receivable balances are impaired based on factors affecting the collectability of those balances.  Our estimate of the allowance for doubtful accounts requires significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.  We recorded a provision for doubtful accounts of $1.3 million, $0.8 million and $1.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Investments in Unconsolidated Affiliates
We evaluate our joint venture arrangements to determine whether they should be recorded on a consolidated basis.  The percentage of ownership interest in the joint venture, an evaluation of control and whether a VIE exists are all considered in the consolidation assessment.
Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to our historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of our interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to our historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes that we have no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.
We account for our investment in joint ventures where we own a non-controlling interest or where we are not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, our cost of investment is adjusted for our share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.

76


Any differences between the cost of our investment in an unconsolidated affiliate and our underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of our investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on our investment and our share of development and leasing fees that are paid by the unconsolidated affiliate to us for development and leasing services provided to the unconsolidated affiliate during any development periods. The components of the net difference between our investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates is amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference.
On a periodic basis, we assess whether there are any indicators that the fair value of our investments in unconsolidated affiliates may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of assumptions such as future leasing expectations, operating forecasts, discount rates and capitalization rates, among others.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the fair values estimated in the impairment analyses may not be realized.
No impairments of investments in unconsolidated affiliates were incurred during 2013, 2012 and 2011.
Recent Accounting Pronouncements
Accounting Guidance Adopted
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). The objective of ASU 2013-02 is to improve reporting of reclassifications out of accumulated other comprehensive income ("AOCI") by presenting information about such reclassifications and their corresponding effect on net income primarily in one place, either on the face of the financial statements or in the notes. ASU 2013-02 requires an entity to disclose information by component for significant amounts reclassified out of AOCI if the amounts reclassified are required to be reclassified under GAAP to net income in their entirety in the same reporting period. For amounts not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. For public companies, this guidance was effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2012. ASU 2013-02 did not change the calculation of or amounts reported as net income and comprehensive income but did change the presentation of the components of AOCI reported in our consolidated financial statements.
In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes ("ASU 2013-10"). ASU 2013-10 permits the Overnight Index Swap ("OIS") Rate, also referred to as the Fed Funds Effective Swap Rate, to be used as a U.S. benchmark for hedge accounting purposes, in addition to London Interbank Offered Rate ("LIBOR") and interest rates on direct U.S. Treasury obligations. The guidance also removes the restriction on using different benchmarks for similar hedges. ASU 2013-10 is effective prospectively for qualifying new or redesignated hedges entered into on or after July 17, 2013. The adoption of this guidance did not have a material effect on our consolidated financial statements.
Accounting Pronouncements Not Yet Effective
In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date ("ASU 2013-04"). ASU 2013-04 addresses the diversity in practice related to the recognition, measurement and disclosure of certain obligations which are not addressed within existing GAAP guidance. Such obligations under the scope of ASU 2013-04 include debt arrangements, other contractual obligations, settled litigation and judicial rulings. The guidance requires an entity to measure these joint and several obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors as well as any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose information about the nature and amount of these obligations. For public companies, ASU 2013-04 is effective on a retrospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. We may elect to use hindsight for the comparative periods (if we change our accounting as a result of the adoption of this guidance). Early adoption is permitted. We are evaluating the impact that this update may have on our consolidated financial statements.
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). The objective of this update is to reduce the diversity in practice related to the presentation of certain unrecognized tax benefits. ASU 2013-11 provides that unrecognized tax benefits are to be presented as a reduction of a deferred tax asset for a net operating loss ("NOL") carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the governing tax law. To the extent such an

77


NOL carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position or the entity does not intend to use the deferred tax asset for this purpose, the unrecognized tax benefit is to be recorded as a liability in the financial statements and should not be netted with a deferred tax asset. ASU 2013-11 is effective for public companies for fiscal years beginning after December 15, 2013 and interim periods within those years. The guidance should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoption and retrospective application are permitted. We are evaluating the impact that this update may have on our consolidated financial statements.
Impact of Inflation and Deflation
Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit.  The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.  Restricted lending practices could impact our ability to obtain financings or refinancings for our Properties and our tenants’ ability to obtain credit.  Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation.  These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases.  In addition, many of the leases are for terms of less than 10 years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate.  Most of the leases require the tenants to pay a fixed amount subject to annual increases for their share of operating expenses, including common area maintenance, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.
Funds From Operations
FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO allocable to common shareholders as defined above by NAREIT less dividends on preferred stock. Our method of calculating FFO allocable to common shareholders may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
We believe that FFO provides an additional indicator of the operating performance of our Properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our Properties and interest rates, but also by our capital structure.
We present both FFO of our Operating Partnership and FFO allocable to common shareholders, as we believe that both are useful performance measures.  We believe FFO of our Operating Partnership is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the Properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership.  We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to common shareholders.
In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to common shareholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of our Operating Partnership.  We then apply a percentage to FFO of our Operating Partnership to arrive at FFO allocable to common shareholders.  The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units held by noncontrolling interests during the period.
FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.
As previously described in Results of Operations, during 2013 we recognized income of $8.2 million as a partial settlement of litigation. Additionally, we recorded a $2.4 million gain on investment and $9.1 million loss on extinguishment of debt. We recorded a gain on investment of $45.1 million related to the acquisition of the remaining 40% noncontrolling interest in Imperial Valley Mall in December 2012. During 2012 and 2011, we recorded gains on extinguishment of debt from both continuing and

78


discontinued operations. Considering the significance and nature of these items, we believe that it is important to identify the impact of these changes on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have also presented FFO excluding these items.
FFO of the Operating Partnership decreased 4.5% to $437.5 million for the year ended December 31, 2013 compared to $458.2 million for the prior year.  Excluding the litigation settlement, the gains on investments and gain (loss) on extinguishment of debt, FFO of the Operating Partnership increased 5.6% for the year ending December 31, 2013 to $435.9 million compared to$412.8 million in 2012.
The reconciliation of FFO to net income attributable to common shareholders is as follows (in thousands):
 
Year Ended December 31,
 
2013
 
2012
 
2011
Net income attributable to common shareholders
$
40,312

 
$
84,089

 
$
91,560

Noncontrolling interest in income of operating partnership
7,125

 
19,267

 
25,841

Depreciation and amortization expense of:
 

 
 

 
 

Consolidated properties
278,911

 
255,460

 
271,458

Unconsolidated affiliates
39,592

 
43,956

 
32,538

Discontinued operations
6,638

 
13,174

 
4,912

Non-real estate assets
(2,077
)
 
(1,841
)
 
(2,488
)
Noncontrolling interests' share of depreciation and amortization
(5,881
)
 
(5,071
)
 
(919
)
Loss on impairment, net of tax benefit
73,485

 
50,343

 
56,557

Gain on depreciable property
(7
)
 
(652
)
 
(56,763
)
(Gain) loss on discontinued operations, net of taxes
(647
)
 
(566
)
 
1

Funds from operations of the operating partnership
437,451

 
458,159

 
422,697

    Litigation settlement
(8,240
)
 
—

 
—

    Gain on investments
(2,400
)
 
(45,072
)
 
—

    (Gain) loss on extinguishment of debt
9,108

 
(265
)
 
(32,463
)
Funds from operations of the operating partnership, as adjusted
$
435,919

 
$
412,822

 
$
390,234

The reconciliations of FFO of the Operating Partnership to FFO allocable to Company shareholders, including and excluding the litigation settlement, gain on investments and the gain (loss) on extinguishment of debt are as follows (in thousands):
 
Year Ended December 31,
 
2013
 
2012
 
2011
Funds from operations of the operating partnership
$
437,451

 
$
458,159

 
$
422,697

Percentage allocable to common shareholders (1)
84.97
%
 
81.36
%
 
77.91
%
Funds from operations allocable to common shareholders
$
371,702

 
$
372,758

 
$
329,323

 
 
 
 
 
 
Funds from operations of the Operating Partnership, as adjusted
$
435,919

 
$
412,822

 
$
390,234

Percentage allocable to common shareholders (1)
84.97
%
 
81.36
%
 
77.91
%
Funds from operations allocable to Company shareholders, as adjusted
$
370,400

 
$
335,872

 
$
304,031

 
(1)
Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units held by noncontrolling interests during the period.


79


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties.  Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates.  Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.  We employ various derivative programs to manage certain portions of our market risk associated with interest rates.  See Note 6 of the notes to consolidated financial statements for further discussions of the qualitative aspects of market risk, regarding derivative financial instrument activity.
Interest Rate Risk
Based on our proportionate share of consolidated and unconsolidated variable-rate debt at December 31, 2013, a 0.5% increase or decrease in interest rates on variable rate debt would decrease or increase annual cash flows by approximately $4.8 million and $1.6 million, respectively and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately $4.6 million and $1.5 million, respectively.
Based on our proportionate share of total consolidated and unconsolidated debt at December 31, 2013, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $100.1 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $100.4 million.
 
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Reference is made to the Index to Financial Statements and Schedules contained in Item 15 on page 84.
 
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A.    CONTROLS AND PROCEDURES
Controls and Procedures with Respect to the Company
Conclusion Regarding Effectiveness of Disclosure Controls and Procedures
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that the Company's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2013, the Company maintained effective internal control over financial reporting, as stated in its report which is included herein.
Report of Management On Internal Control Over Financial Reporting
Management of CBL & Associates Properties, Inc. and its consolidated subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

80


Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls.  Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2013, the Company maintained effective internal control over financial reporting.
Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Company's internal control over financial reporting as of December 31, 2013 as stated in their report which is included herein in Item 15.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Controls and Procedures with Respect to the Operating Partnership
Conclusion Regarding Effectiveness of Disclosure Controls and Procedures
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, the Operating Partnership has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that the Operating Partnership's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Operating Partnership in the reports that the Operating Partnership files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Management of the Company, acting on behalf of the Operating Partnership in its capacity as the general partner of the Operating Partnership, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Operating Partnership assessed the effectiveness of its internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2013, the Operating Partnership maintained effective internal control over financial reporting, as stated in its report which is included herein.
Report of Management On Internal Control Over Financial Reporting
Management of CBL & Associates Limited Partnership and its consolidated subsidiaries (the “Operating Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Operating Partnership’s internal control over financial reporting is a process designed under the supervision of the Operating Partnership’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Management recognizes that there are inherent limitations in the effectiveness of internal control over financial reporting, including the potential for human error or the circumvention or overriding of internal controls.  Accordingly, even effective internal control over financial reporting cannot provide absolute assurance with respect to financial statement preparation.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

81


over financial reporting.  In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.
The Company's management, whose subsidiary CBL Holdings I is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that, as of December 31, 2013, the Operating Partnership maintained effective internal control over financial reporting.
Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has audited the Operating Partnership's internal control over financial reporting as of December 31, 2013 as stated in their report which is included herein in Item 15.
Changes in Internal Control over Financial Reporting
There were no changes in the Operating Partnership's internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.


ITEM 9B.    OTHER INFORMATION
As part of its quarterly impairment process during the fourth quarter of 2013, the Company recognized a material impairment of $47.2 million to write-down the depreciable basis of Madison Square Mall located in Huntsville, AL. See Note 15 to the consolidated financial statements for additional information.

82


PART III
 
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Incorporated herein by reference to the sections entitled “ELECTION OF DIRECTORS,” “Directors and Executive Officers,” “Certain Terms of the Jacobs Acquisition,” “Corporate Governance Matters - Code of Business Conduct and Ethics,” “Board of Directors’ Meetings and Committees – Audit Committee,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) with respect to our Annual Meeting of Stockholders to be held on May 5, 2014.
 
Our Board of Directors has determined that each of Winston W. Walker, an independent director and chairman of the audit committee, Thomas J. DeRosa, an independent director and member of the audit committee, and Matthew S. Dominski, an independent director and member of the audit committee, qualifies as an “audit committee financial expert” as such term is defined by the rules of the Commission.
 
ITEM 11.   EXECUTIVE COMPENSATION
 
Incorporated herein by reference to the sections entitled “DIRECTOR COMPENSATION,” “EXECUTIVE COMPENSATION,” “REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 5, 2014.
 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Incorporated herein by reference to the sections entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “Equity Compensation Plan Information as of December 31, 2013”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 5, 2014.
 
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Incorporated herein by reference to the sections entitled “Corporate Governance Matters – Director Independence” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS”, in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 5, 2014.
 
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
 
Incorporated herein by reference to the section entitled “Independent Registered Public Accountants’ Fees and Services” under “RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS” in our definitive proxy statement filed with the Commission with respect to our Annual Meeting of Stockholders to be held on May 5, 2014.


83


PART IV
 
ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)
Consolidated Financial Statements
Page Number
 
 
 
 
CBL & Associates Properties, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CBL & Associates Limited Partnership
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
 
 
 
 
 
(2)
Consolidated Financial Statement Schedules
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.
 
 
 
 
(3)
Exhibits
 
 
The Exhibit Index attached to this report is incorporated by reference into this Item 15(a)(3).
 

84


SIGNATURES

 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
                    
 
CBL & ASSOCIATES PROPERTIES, INC.
 
 
(Registrant)
 
 
 
 
 
By: __/s/ Farzana K. Mitchell_________
 
 
Farzana K. Mitchell
 
 
Executive Vice President -
Chief Financial Officer and Treasurer
 
Dated: March 3, 2014
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature
 
Title
Date
/s/ Charles B. Lebovitz
Chairman of the Board
March 3, 2014
Charles B. Lebovitz
 
 
 
 
/s/ Stephen D. Lebovitz
Director, President and Chief Executive Officer (Principal Executive Officer)
March 3, 2014
Stephen D. Lebovitz
 
 
 
 
/s/ Farzana K. Mitchell
Executive Vice President - Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
March 3, 2014
Farzana K. Mitchell
 
 
 
 
/s/ Gary L. Bryenton*
Director
March 3, 2014
Gary L. Bryenton
 
 
 
 
/s/ A. Larry Chapman*
Director
March 3, 2014
A. Larry Chapman
 
 
 
 
 
/s/ Thomas J. DeRosa*
Director
March 3, 2014
Thomas J. DeRosa
 
 
 
 
/s/ Matthew S. Dominski*
Director
March 3, 2014
Matthew S. Dominski
 
 
 
 
/s/ Gary J. Nay*
Director
March 3, 2014
Gary J. Nay
 
 
 
 
/s/ Kathleen M. Nelson*
Director
March 3, 2014
Kathleen M. Nelson
 
 
 
 
/s/ Winston W. Walker*
Director
March 3, 2014
Winston W. Walker
 
 
 
 
*By: /s/ Farzana K. Mitchell
Attorney-in-Fact
March 3, 2014
Farzana K. Mitchell

85


SIGNATURES

 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
                    
 
CBL & ASSOCIATES LIMITED PARTNERSHIP
 
 
(Registrant)
 
 
By: CBL HOLDINGS I, INC., its general partner
 
 
By: __/s/ Farzana K. Mitchell_________
 
 
Farzana K. Mitchell
 
 
Executive Vice President -
Chief Financial Officer and Treasurer
 
Dated: March 3, 2014
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature
 
Title
Date
/s/ Charles B. Lebovitz
Chairman of the Board of CBL Holdings I, Inc., general partner of the Registrant
March 3, 2014
Charles B. Lebovitz
 
 
 
 
/s/ Stephen D. Lebovitz
Director, President and Chief Executive Officer of CBL Holdings I, Inc., general partner of the Registrant (Principal Executive Officer)
March 3, 2014
Stephen D. Lebovitz
 
 
 
 
 
 
 
 
/s/ Farzana K. Mitchell
Executive Vice President - Chief Financial Officer and Treasurer of CBL Holdings, I, Inc., general partner of the Registrant (Principal Financial Officer and Principal Accounting Officer)
March 3, 2014
Farzana K. Mitchell

86


INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
 
 
Page Number
 
 
 
 
CBL & Associates Properties, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
CBL & Associates Limited Partnership
 
 
 
 
 
 
 
 
 
 
 
 
 
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
 
 
 
 
 
 
 
 
 
 
 

Financial statement schedules not listed herein are either not required or are not present in amounts sufficient to require submission of the schedule or the information required to be included therein is included in our consolidated financial statements in Item 15 or are reported elsewhere.

87


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders of
CBL & Associates Properties, Inc.
Chattanooga, TN:
 
We have audited the accompanying consolidated balance sheets of CBL & Associates Properties, Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013.  Our audits also included the financial statement schedules listed in the Index at Item 15.  We also have audited the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Company's internal control over financial reporting based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.
 
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CBL & Associates Properties, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte & Touche LLP

Atlanta, Georgia
March 3, 2014

88


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of CBL & Associates Limited Partnership
Chattanooga, TN:

We have audited the accompanying consolidated balance sheets of CBL & Associates Limited Partnership and subsidiaries (the "Partnership") as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, partners’ capital and noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2013.  Our audits also included the financial statement schedules listed in the Index at Item 15.  We also have audited the Partnership's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Partnership's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Partnership's internal control over financial reporting based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.
 
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CBL & Associates Limited Partnership and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
/s/ Deloitte & Touche LLP

Atlanta, Georgia
March 3, 2014

89


CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
 
December 31,
ASSETS
2013
 
2012
Real estate assets:
 
 
 
Land
$
858,619

 
$
905,339

Buildings and improvements
7,125,512

 
7,228,293

 
7,984,131

 
8,133,632

Accumulated depreciation
(2,056,357
)
 
(1,972,031
)
 
5,927,774

 
6,161,601

Held for sale
—

 
29,425

Developments in progress
139,383

 
137,956

Net investment in real estate assets
6,067,157

 
6,328,982

Cash and cash equivalents
65,500

 
78,248

Receivables:
 

 
 

 Tenant, net of allowance for doubtful accounts of $2,379 and $1,977
     in 2013 and 2012, respectively
79,899

 
78,963

 Other, net of allowance for doubtful accounts of $1,241 and $1,270
     in 2013 and 2012, respectively
23,343

 
8,467

Mortgage and other notes receivable
30,424

 
25,967

Investments in unconsolidated affiliates
277,146

 
259,810

Intangible lease assets and other assets
242,502

 
309,299

 
$
6,785,971

 
$
7,089,736

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 

 
 

Mortgage and other indebtedness
$
4,857,523

 
$
4,745,683

Accounts payable and accrued liabilities
333,875

 
358,874

Total liabilities
5,191,398

 
5,104,557

Commitments and contingencies (Note 14)


 


Redeemable noncontrolling interests:  
 

 
 

Redeemable noncontrolling partnership interests  
34,639

 
40,248

Redeemable noncontrolling preferred joint venture interest
—

 
423,834

Total redeemable noncontrolling interests
34,639

 
464,082

Shareholders' equity:
 

 
 

Preferred Stock, $.01 par value, 15,000,000 shares authorized:
 

 
 

 7.375% Series D Cumulative Redeemable Preferred Stock,
   1,815,000 shares outstanding
18

 
18

 6.625% Series E Cumulative Redeemable Preferred Stock,
   690,000 shares outstanding
7

 
7

 Common Stock, $.01 par value, 350,000,000 shares authorized,
     170,048,144 and 161,309,652 issued and outstanding in 2013
     and 2012, respectively
1,700

 
1,613

Additional paid-in capital
1,967,644

 
1,773,630

Accumulated other comprehensive income
6,325

 
6,986

Dividends in excess of cumulative earnings
(570,781
)
 
(453,561
)
Total shareholders' equity
1,404,913

 
1,328,693

Noncontrolling interests
155,021

 
192,404

Total equity
1,559,934

 
1,521,097

 
$
6,785,971

 
$
7,089,736

The accompanying notes are an integral part of these consolidated statements.

90


CBL & Associates Properties, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
 
Year Ended December 31,
 
2013
 
2012
 
2011
REVENUES:
 
 
 
 
 
Minimum rents
$
675,870

 
$
641,821

 
$
647,093

Percentage rents
18,572

 
17,728

 
16,772

Other rents
21,974

 
21,914

 
21,685

Tenant reimbursements
290,097

 
279,280

 
292,594

Management, development and leasing fees
12,439

 
10,772

 
6,934

Other
34,673

 
31,328

 
34,821

Total revenues
1,053,625

 
1,002,843

 
1,019,899

 
 
 
 
 
 
OPERATING EXPENSES:
 

 
 

 
 

Property operating
151,127

 
138,533

 
142,431

Depreciation and amortization
278,911

 
255,460

 
261,562

Real estate taxes
88,701

 
87,871

 
89,317

Maintenance and repairs
56,379

 
50,350

 
53,214

General and administrative
48,867

 
51,251

 
44,751

Loss on impairment
70,049

 
24,379

 
51,304

Other
28,826

 
25,078

 
28,898

Total operating expenses
722,860

 
632,922

 
671,477

Income from operations
330,765

 
369,921

 
348,422

Interest and other income
10,825

 
3,953

 
2,578

Interest expense
(231,856
)
 
(242,357
)
 
(262,608
)
Gain (loss) on extinguishment of debt
(9,108
)
 
265

 
1,029

Gain on investments
2,400

 
45,072

 
—

Gain on sales of real estate assets
1,980

 
2,286

 
59,396

Equity in earnings of unconsolidated affiliates
11,616

 
8,313

 
6,138

Income tax (provision) benefit
(1,305
)
 
(1,404
)
 
269

Income from continuing operations
115,317

 
186,049

 
155,224

Operating income (loss) of discontinued operations
(6,091
)
 
(12,468
)
 
29,771

Gain (loss) on discontinued operations
1,144

 
938

 
(1
)
Net income
110,370

 
174,519

 
184,994

Net income attributable to noncontrolling interests in:
 

 
 

 
 

Operating Partnership
(7,125
)
 
(19,267
)
 
(25,841
)
Other consolidated subsidiaries
(18,041
)
 
(23,652
)
 
(25,217
)
Net income attributable to the Company
85,204

 
131,600

 
133,936

Preferred dividends
(44,892
)
 
(47,511
)
 
(42,376
)
Net income attributable to common shareholders
$
40,312

 
$
84,089

 
$
91,560

 
 
 
 
 
 
Basic per share data attributable to common shareholders:
 

 
 

 


Income from continuing operations, net of preferred dividends
$
0.27

 
$
0.60

 
$
0.46

Discontinued operations
(0.03
)
 
(0.06
)
 
0.16

Net income attributable to common shareholders
$
0.24

 
$
0.54

 
$
0.62

Weighted average common shares outstanding
167,027

 
154,762

 
148,289

 
 
 
 
 
 
Diluted per share data attributable to common shareholders:
 

 
 

 
 

Income from continuing operations, net of preferred dividends
$
0.27

 
$
0.60

 
$
0.46

Discontinued operations
(0.03
)
 
(0.06
)
 
0.16

Net income attributable to common shareholders
$
0.24

 
$
0.54

 
$
0.62

Weighted average common and potential dilutive common shares outstanding
167,027

 
154,807

 
148,334

 
 
 
 
 
 
Amounts attributable to common shareholders:
 

 
 

 
 

Income from continuing operations, net of preferred dividends
$
44,515

 
$
93,469

 
$
68,366

Discontinued operations
(4,203
)
 
(9,380
)
 
23,194

Net income attributable to common shareholders
$
40,312

 
$
84,089

 
$
91,560

The accompanying notes are an integral part of these consolidated statements.

91


CBL & Associates Properties, Inc.
 Consolidated Statements of Comprehensive Income
(In thousands)
 
 
Year Ended December 31,
 
2013
 
2012
 
2011
Net income
$
110,370

 
$
174,519

 
$
184,994

 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
   Unrealized holding gain (loss) on available-for-sale securities
(2,583
)
 
4,426

 
(214
)
Reclassification to net income of realized (gain) loss on available-for-sale securities
—

 
(224
)
 
22

   Unrealized gain (loss) on hedging instruments
1,815

 
(207
)
 
(5,521
)
Total other comprehensive income (loss)
(768
)
 
3,995

 
(5,713
)
 
 
 
 
 
 
Comprehensive income
109,602

 
178,514

 
179,281

  Comprehensive income attributable to noncontrolling interests in:
 
 
 
 
 
     Operating Partnership
(7,018
)
 
(19,701
)
 
(24,558
)
     Other consolidated subsidiaries
(18,041
)
 
(23,652
)
 
(25,217
)
Comprehensive income attributable to the Company
$
84,543

 
$
135,161

 
$
129,506


The accompanying notes are an integral part of these consolidated statements.


92


CBL & Associates Properties, Inc.
Consolidated Statements of Equity
(in thousands, except share data)
 
 
 
Equity
 
 
 
Shareholders' Equity
 
 
 
 
 
Redeemable Noncontrolling Partnership
Interests
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive Income
 
Dividends in Excess of Cumulative Earnings
 
Total Shareholders' Equity
 
Noncontrolling Interests
 
Total Equity
Balance, December 31, 2010
$
34,379

 
$
23

 
$
1,479

 
$
1,657,507

 
$
7,855

 
$
(366,526
)
 
$
1,300,338

 
$
223,605

 
$
1,523,943

Net income
4,940

 
—

 
—

 
—

 
—

 
133,936

 
133,936

 
25,473

 
159,409

Other comprehensive loss
(48
)
 
—

 
—

 
—

 
(4,430
)
 
—

 
(4,430
)
 
(1,235
)
 
(5,665
)
Conversion of 125,100 Operating Partnership special common units to shares of common stock
—

 
—

 
1

 
728

 
—

 
—

 
729

 
(729
)
 
—

Dividends declared - common stock
—

 
—

 
—

 
—

 
—

 
(124,615
)
 
(124,615
)
 
—

 
(124,615
)
Dividends declared - preferred stock
—

 
—

 
—

 
—

 
—

 
(42,376
)
 
(42,376
)
 
—

 
(42,376
)
Issuance of 190,812 shares of common stock and restricted common stock
—

 
—

 
2

 
276

 
—

 
—

 
278

 
—

 
278

Cancellation of 16,082 shares of restricted common stock
—

 
—

 
—

 
(125
)
 
—

 
—

 
(125
)
 
—

 
(125
)
Exercise of stock options
—

 
—

 
2

 
1,953

 
—

 
—

 
1,955

 
—

 
1,955

Accrual under deferred compensation arrangements
—

 
—

 
—

 
56

 
—

 
—

 
56

 
—

 
56

Amortization of deferred compensation
—

 
—

 
—

 
1,629

 
—

 
—

 
1,629

 
—

 
1,629

Adjustment for noncontrolling interests
3,005

 
—

 
—

 
(5,205
)
 
—

 
—

 
(5,205
)
 
2,200

 
(3,005
)
Adjustment to record redeemable noncontrolling interests at redemption value
(1,108
)
 
—

 
—

 
1,108

 
—

 
—

 
1,108

 
—

 
1,108

Distributions to noncontrolling interests
(8,897
)
 
—

 
—

 
—

 
—

 
—

 
—

 
(44,239
)
 
(44,239
)
Contributions from noncontrolling interests in Operating Partnership
—

 
—

 
—

 
—

 
—

 
—

 
—

 
2,038

 
2,038

Balance, December 31, 2011
$
32,271

 
$
23

 
$
1,484

 
$
1,657,927

 
$
3,425

 
$
(399,581
)
 
$
1,263,278

 
$
207,113

 
$
1,470,391





















93




CBL & Associates Properties, Inc.
Consolidated Statements of Equity
(Continued)
(in thousands, except share data)
 
 
 
Equity
 
 
 
Shareholders' Equity
 
 
 
 
 
Redeemable Noncontrolling Partnership
Interests
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive Income
 
Dividends in Excess of Cumulative Earnings
 
Total Shareholders' Equity
 
Noncontrolling Interests
 
Total Equity
Balance, December 31, 2011
$
32,271

 
$
23

 
$
1,484

 
$
1,657,927

 
$
3,425

 
$
(399,581
)
 
$
1,263,278

 
$
207,113

 
$
1,470,391

Net income
4,445

 
—

 
—

 
—

 
—

 
131,600

 
131,600

 
17,772

 
149,372

Other comprehensive income
21

 
—

 
—

 
—

 
3,561

 
—

 
3,561

 
413

 
3,974

Issuance of 690,000 shares of Series E preferred stock in equity offering
—

 
7

 
—

 
166,713

 
—

 
—

 
166,720

 
—

 
166,720

Redemption of Series C preferred stock
—

 
(5
)
 
—

 
(111,222
)
 
—

 
(3,773
)
 
(115,000
)
 
—

 
(115,000
)
Conversion of 12,466,000 Operating Partnership common units to shares of common stock
—

 
—

 
125

 
59,613

 
—

 
—

 
59,738

 
(59,738
)
 
—

Purchase of noncontrolling interests in Operating Partnership
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(9,863
)
 
(9,863
)
Issuance of noncontrolling interest in Operating Partnership
—

 
—

 
—

 
—

 
—

 
—

 
—

 
14,000

 
14,000

Dividends declared - common stock
—

 
—

 
—

 
—

 
—

 
(138,069
)
 
(138,069
)
 
—

 
(138,069
)
Dividends declared - preferred stock
—

 
—

 
—

 
—

 
—

 
(43,738
)
 
(43,738
)
 
—

 
(43,738
)
Issuance of 232,560 shares of common stock and restricted common stock
—

 
—

 
2

 
728

 
—

 
—

 
730

 
—

 
730

Cancellation of 39,779 shares of restricted common stock
—

 
—

 
—

 
(633
)
 
—

 
—

 
(633
)
 
—

 
(633
)
Exercise of stock options
—

 
—

 
2

 
4,452

 
—

 
—

 
4,454

 
—

 
4,454

Accrual under deferred compensation arrangements
—

 
—

 
—

 
44

 
—

 
—

 
44

 
—

 
44

Amortization of deferred compensation
—

 
—

 
—

 
3,863

 
—

 
—

 
3,863

 
—

 
3,863

Accelerated vesting of share-based compensation
—

 
—

 
—

 
(725
)
 


 
—

 
(725
)
 
—

 
(725
)
Issuance of 42,484 shares of common stock under deferred compensation arrangement
—

 
—

 
—

 
(615
)
 


 
—

 
(615
)
 
—

 
(615
)
Adjustment for noncontrolling interests
3,197

 
—

 
—

 
(3,360
)
 
—

 
—

 
(3,360
)
 
163

 
(3,197
)
Adjustment to record redeemable noncontrolling interests at redemption value
8,778

 
—

 
—

 
(3,155
)
 
—

 
—

 
(3,155
)
 
(5,623
)
 
(8,778
)
Distributions to noncontrolling interests
(8,464
)
 
—

 
—

 
—

 
—

 
—

 
—

 
(34,119
)
 
(34,119
)
Contributions from noncontrolling interests in Operating Partnership
—

 
—

 
—

 
—

 
—

 
—

 
—

 
7,120

 
7,120

Purchase of noncontrolling interests in other consolidated subsidiaries
—

 
—

 
—

 
—

 
—

 
—

 
—

 
40,962

 
40,962

Acquire controlling interest in shopping center properties
—

 
—

 
—

 
—

 
—

 
—

 
—

 
14,204

 
14,204

Balance, December 31, 2012
$
40,248

 
$
25

 
$
1,613

 
$
1,773,630

 
$
6,986

 
$
(453,561
)
 
$
1,328,693

 
$
192,404

 
$
1,521,097

  
 

 

94


CBL & Associates Properties, Inc.
Consolidated Statements of Equity
(Continued)
(in thousands, except share data)
 
 
 
Equity
 
 
 
Shareholders' Equity
 
 
 
 
 
Redeemable Noncontrolling Partnership
Interests
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive Income
 
Dividends in Excess of Cumulative Earnings
 
Total Shareholders' Equity
 
Noncontrolling Interests
 
Total Equity
Balance, December 31, 2012
$
40,248

 
$
25

 
$
1,613

 
$
1,773,630

 
$
6,986

 
$
(453,561
)
 
$
1,328,693

 
$
192,404

 
$
1,521,097

Net income
2,941

 
—

 
—

 
—

 
—

 
85,204

 
85,204

 
7,588

 
92,792

Other comprehensive loss
(6
)
 
—

 
—

 
—

 
(661
)
 
—

 
(661
)
 
(101
)
 
(762
)
Redemption of redeemable noncontrolling preferred joint venture interest
—

 
—

 
—

 
10,000

 
—

 
—

 
10,000

 
—

 
10,000

Dividends declared - common stock
—

 
—

 
—

 
—

 
—

 
(157,532
)
 
(157,532
)
 
—

 
(157,532
)
Dividends declared - preferred stock
—

 
—

 
—

 
—

 
—

 
(44,892
)
 
(44,892
)
 
—

 
(44,892
)
Issuance of 8,772,114 shares of common stock and restricted common stock
—

 
—

 
87

 
216,576

 
—

 
—

 
216,663

 
—

 
216,663

Cancellation of 41,661 shares of restricted common stock
—

 
—

 
—

 
(720
)
 
—

 
—

 
(720
)
 
—

 
(720
)
Accrual under deferred compensation arrangements
—

 
—

 
—

 
(7,095
)
 
—

 
—

 
(7,095
)
 
—

 
(7,095
)
Amortization of deferred compensation
—

 
—

 
—

 
2,704

 
—

 
—

 
2,704

 
—

 
2,704

Adjustment for noncontrolling interests
4,589

 
—

 
—

 
(33,746
)
 
—

 
—

 
(33,746
)
 
29,212

 
(4,534
)
Adjustment to record redeemable noncontrolling interests at redemption value
(7,011
)
 
—

 
—

 
6,295

 
—

 
—

 
6,295

 
717

 
7,012

Distributions to noncontrolling interests
(6,122
)
 
—

 
—

 
—

 
—

 
—

 
—

 
(39,885
)
 
(39,885
)
Contributions from noncontrolling interests in Operating Partnership
—

 
—

 
—

 
—

 
—

 
—

 
—

 
6,530

 
6,530

Acquire controlling interest in shopping center property
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(41,444
)
 
(41,444
)
Balance, December 31, 2013
$
34,639

 
$
25

 
$
1,700

 
$
1,967,644

 
$
6,325

 
$
(570,781
)
 
$
1,404,913

 
$
155,021

 
$
1,559,934


The accompanying notes are an integral part of these consolidated statements.


95


CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(In thousands)
 
Year Ended December 31,
 
2013

2012

2011
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
110,370

 
$
174,519

 
$
184,994

Adjustments to reconcile net income to net cash provided by
    operating activities:
 
 
 
 
 
Depreciation and amortization
285,549

 
268,634

 
276,370

Amortization of deferred finance costs, debt premiums and discounts
4,783

 
7,896

 
10,239

Net amortization of intangible lease assets and liabilities
63

 
(1,263
)
 
(906
)
Gain on sales of real estate assets
(1,980
)
 
(5,323
)
 
(59,396
)
(Gain) loss on discontinued operations
(1,144
)
 
(938
)
 
1

Write-off of development projects
334

 
(39
)
 
94

Share-based compensation expense
2,725

 
3,740

 
1,783

Net realized (gain) loss on sale of available-for-sale securities
—

 
(224
)
 
22

Write-down of mortgage and other notes receivable
—

 
—

 
1,900

Gain on investments
(2,400
)
 
(45,072
)
 
—

Loss on impairment from continuing operations
70,049

 
24,379

 
51,304

Loss on impairment from discontinued operations
5,234

 
26,461

 
7,425

(Gain) loss on extinguishment of debt from continuing operations
9,108

 
(265
)
 
(1,029
)
Gain on extinguishment of debt from discontinued operations
—

 
—

 
(31,434
)
Equity in earnings of unconsolidated affiliates
(11,616
)
 
(8,313
)
 
(6,138
)
Distributions of earnings from unconsolidated affiliates
15,995

 
17,074

 
9,586

Provision for doubtful accounts
1,816

 
1,523

 
1,743

Change in deferred tax accounts
1,824

 
3,095

 
(5,695
)
Changes in:
 
 
 
 
 
Tenant and other receivables
(12,358
)
 
(2,150
)
 
(5,986
)
Other assets
5,928

 
2,136

 
6,084

Accounts payable and accrued liabilities
(19,529
)
 
15,645

 
875

Net cash provided by operating activities
464,751

 
481,515

 
441,836

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Additions to real estate assets
(314,299
)
 
(217,827
)
 
(205,379
)
Acquisitions of real estate assets
(41,444
)
 
(96,099
)
 
(11,500
)
Additions to restricted cash
(7,592
)
 
(1,063
)
 
(14,719
)
(Additions) reductions to cash held in escrow
15,000

 
(15,000
)
 
—

Purchase of partners' interest in unconsolidated affiliates
—

 
(14,280
)
 
—

Proceeds from sales of real estate assets
240,150

 
76,950

 
244,647

Proceeds from sales of investments in unconsolidated affiliates
4,875

 
—

 
—

Additions to mortgage and other notes receivable
(2,700
)
 
(3,584
)
 
(15,173
)
Payments received on mortgage notes receivable
5,672

 
3,002

 
7,479

Proceeds from sale of available-for-sale securities
11,002

 
—

 
—

Additional investments in and advances to unconsolidated affiliates
(34,063
)
 
(8,809
)
 
(35,499
)
Distributions in excess of equity in earnings of unconsolidated affiliates
11,310

 
43,173

 
17,907

Changes in other assets
(13,604
)
 
(13,133
)
 
(15,408
)
Net cash used in investing activities
(125,693
)
 
(246,670
)
 
(27,645
)


96




CBL & Associates Properties, Inc.
Consolidated Statements of Cash Flows
(Continued)
(In thousands)
 
Year Ended December 31,
 
2013
 
2012
 
2011
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds from mortgage and other indebtedness
$
2,298,116

 
$
1,869,140

 
$
1,933,770

Principal payments on mortgage and other indebtedness
(2,179,541
)
 
(1,884,935
)
 
(2,086,461
)
Additions to deferred financing costs
(7,739
)
 
(7,384
)
 
(19,629
)
Prepayment fees on extinguishment of debt
(8,708
)
 
—

 
—

Proceeds from issuances of common stock
209,547

 
172

 
179

Proceeds from issuances of preferred stock
—

 
166,720

 
—

Purchase of noncontrolling interest in the Operating Partnership
—

 
(9,863
)
 
—

Proceeds from exercises of stock options
—

 
4,454

 
1,955

Redemption of preferred stock
—

 
(115,000
)
 
—

Redemption of redeemable noncontrolling preferred joint venture interest
(408,577
)
 
—

 
—

Contributions from noncontrolling interests
6,530

 
7,120

 
2,079

Distributions to noncontrolling interests
(65,187
)
 
(65,635
)
 
(75,468
)
Dividends paid to holders of preferred stock
(44,892
)
 
(43,738
)
 
(42,376
)
Dividends paid to common shareholders
(151,355
)
 
(133,740
)
 
(123,044
)
Net cash used in financing activities
(351,806
)
 
(212,689
)
 
(408,995
)
 
 
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
(12,748
)
 
22,156

 
5,196

CASH AND CASH EQUIVALENTS, beginning of period
78,248

 
56,092

 
50,896

CASH AND CASH EQUIVALENTS, end of period
$
65,500

 
$
78,248

 
$
56,092

 
 
 
 
 
 



The accompanying notes are an integral part of these consolidated statements.

97


CBL & Associates Limited Partnership
Consolidated Balance Sheets
(In thousands, except unit data)
 
December 31,
ASSETS
2013
 
2012
Real estate assets:
 
 
 
Land
$
858,619

 
$
905,339

Buildings and improvements
7,125,512

 
7,228,293

 
7,984,131

 
8,133,632

Accumulated depreciation
(2,056,357
)
 
(1,972,031
)
 
5,927,774

 
6,161,601

Held for sale
—

 
29,425

Developments in progress
139,383

 
137,956

Net investment in real estate assets
6,067,157

 
6,328,982

Cash and cash equivalents
65,486

 
78,244

Receivables:
 

 
 

 Tenant, net of allowance for doubtful accounts of $2,379
     and $1,977 in 2013 and 2012, respectively
79,899

 
78,963

 Other, net of allowance for doubtful accounts of $1,241
      and $1,270 in 2013 and 2012, respectively
23,343

 
8,467

Mortgage and other notes receivable
30,424

 
25,967

Investments in unconsolidated affiliates
277,701

 
260,363

Intangible lease assets and other assets
242,383

 
309,239

 
$
6,786,393

 
$
7,090,225

 
 
 
 
 
 
 
 
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
 

 
 

Mortgage and other indebtedness
$
4,857,523

 
$
4,745,683

Accounts payable and accrued liabilities
333,876

 
358,800

Total liabilities
5,191,399

 
5,104,483

Commitments and contingencies (Note 14)


 


Redeemable interests:  
 

 
 

Redeemable noncontrolling interests  
5,883

 
6,413

Redeemable common units  
28,756

 
33,835

Redeemable noncontrolling preferred joint venture interest
—

 
423,834

Total redeemable interests
34,639

 
464,082

Partners' capital:
 

 
 

Preferred units
565,212

 
565,212

Common units:
 
 


 General partner
9,866

 
9,904

 Limited partners
961,175

 
877,363

Accumulated other comprehensive income
4,923

 
5,685

Total partners' capital
1,541,176

 
1,458,164

Noncontrolling interests
19,179

 
63,496

Total capital
1,560,355

 
1,521,660

 
$
6,786,393

 
$
7,090,225


The accompanying notes are an integral part of these consolidated statements.

98


CBL & Associates Limited Partnership
Consolidated Statements of Operations
(In thousands, except per unit data)
 
Year Ended December 31,
 
2013
 
2012
 
2011
REVENUES:
 
 
 
 
 
Minimum rents
$
675,870

 
$
641,821

 
$
647,093

Percentage rents
18,572

 
17,728

 
16,772

Other rents
21,974

 
21,914

 
21,685

Tenant reimbursements
290,097

 
279,280

 
292,594

Management, development and leasing fees
12,439

 
10,772

 
6,934

Other
34,673

 
31,328

 
34,821

Total revenues
1,053,625

 
1,002,843

 
1,019,899

 


 
 
 
 
OPERATING EXPENSES:
 

 
 

 
 

Property operating
151,127

 
138,533

 
142,431

Depreciation and amortization
278,911

 
255,460

 
261,562

Real estate taxes
88,701

 
87,871

 
89,317

Maintenance and repairs
56,379

 
50,350

 
53,214

General and administrative
48,867

 
51,251

 
44,751

Loss on impairment
70,049

 
24,379

 
51,304

Other
28,826

 
25,078

 
28,898

Total operating expenses
722,860

 
632,922

 
671,477

Income from operations
330,765

 
369,921

 
348,422

Interest and other income
10,825

 
3,953

 
2,578

Interest expense
(231,856
)
 
(242,357
)
 
(262,608
)
Gain (loss) on extinguishment of debt
(9,108
)
 
265

 
1,029

Gain on investments
2,400

 
45,072

 
—

Gain on sales of real estate assets
1,980

 
2,286

 
59,396

Equity in earnings of unconsolidated affiliates
11,616

 
8,313

 
6,138

Income tax (provision) benefit
(1,305
)
 
(1,404
)
 
269

Income from continuing operations
115,317

 
186,049

 
155,224

Operating income (loss) of discontinued operations
(6,091
)
 
(12,468
)
 
29,771

Gain (loss) on discontinued operations
1,144

 
938

 
(1
)
Net income
110,370

 
174,519

 
184,994

Net income attributable to noncontrolling interests
(18,041
)
 
(23,652
)
 
(25,217
)
Net income attributable to the Operating Partnership
92,329

 
150,867

 
159,777

Distributions to preferred unitholders
(44,892
)
 
(47,511
)
 
(42,376
)
Net income attributable to common unitholders
$
47,437

 
$
103,356

 
$
117,401

 
 
 
 
 
 
Basic per unit data attributable to common unitholders:
 

 
 

 
 

Income from continuing operations, net of preferred distributions
$
0.26

 
$
0.59

 
$
0.49

Discontinued operations
(0.02
)
 
(0.05
)
 
0.13

Net income attributable to common unitholders
$
0.24

 
$
0.54

 
$
0.62

Weighted average common units outstanding
196,572

 
190,223

 
190,335

 
 
 
 
 
 
Diluted per unit data attributable to common unitholders:
 

 
 

 
 

Income from continuing operations, net of preferred distributions
$
0.26

 
$
0.59

 
$
0.49

Discontinued operations
(0.02
)
 
(0.05
)
 
0.13

Net income attributable to common unitholders
$
0.24

 
$
0.54

 
$
0.62

Weighted average common and potential dilutive common units outstanding
196,572

 
190,268

 
190,380

 
 
 
 
 
 
Amounts attributable to common unitholders:
 

 
 

 
 

Income from continuing operations, net of preferred distributions
$
51,640

 
$
112,736

 
$
94,207

Discontinued operations
(4,203
)
 
(9,380
)
 
23,194

Net income attributable to common unitholders
$
47,437

 
$
103,356

 
$
117,401

The accompanying notes are an integral part of these consolidated statements.


99


CBL & Associates Limited Partnership
 Consolidated Statements of Comprehensive Income
(In thousands)
 
 
Year Ended December 31,
 
2013
 
2012
 
2011
Net income
$
110,370

 
$
174,519

 
$
184,994

 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
   Unrealized holding gain (loss) on available-for-sale securities
(2,583
)
 
4,426

 
(214
)
Reclassification to net income of realized (gain) loss on available-for-sale securities
—

 
(224
)
 
22

   Unrealized gain (loss) on hedging instruments
1,815

 
(207
)
 
(5,521
)
Total other comprehensive income (loss)
(768
)
 
3,995

 
(5,713
)
 
 
 
 
 
 
Comprehensive income
109,602

 
178,514

 
179,281

  Comprehensive income attributable to noncontrolling interests
(18,041
)
 
(23,652
)
 
(25,217
)
Comprehensive income attributable to the Operating Partnership
$
91,561

 
$
154,862

 
$
154,064


The accompanying notes are an integral part of these consolidated statements.


100


CBL & Associates Limited Partnership
Consolidated Statements of Partners' Capital and Noncontrolling Interests
(in thousands)

 
Redeemable Interests
 
 
 
 
 
 
 
Common Units
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests
 
Redeemable Common Units
 
Total Redeemable
Interests
 
Preferred
Units
 
Common
Units
 
Preferred
Units
 
General
Partner
 
Limited
Partners
 
Accumulated
Other
Comprehensive Income
 
Total Partners' Capital
 
Noncontrolling Interests
 
Total Partners' Capital and Noncontrolling Interests
Balance, December 31, 2010
$
6,309

 
$
28,070

 
$
34,379

 
22,750

 
190,065

 
$
509,719

 
$
10,685

 
$
990,177

 
$
7,376

 
$
1,517,957

 
$
6,082

 
$
1,524,039

Net income
3,982

 
958

 
4,940

 
—

 
—

 
42,376

 
1,255

 
115,185

 
—

 
158,816

 
593

 
159,409

Other comprehensive loss
—

 
(48
)
 
(48
)
 
—

 
—

 
—

 
—

 
—

 
(5,665
)
 
(5,665
)
 
—

 
(5,665
)
Distributions declared - common units
—

 
(4,457
)
 
(4,457
)
 
—

 
—

 
—

 
(1,771
)
 
(162,616
)
 
—

 
(164,387
)
 
—

 
(164,387
)
Distributions declared - preferred units
—

 
—

 
—

 
—

 
—

 
(42,376
)
 
—

 
—

 
—

 
(42,376
)
 
—

 
(42,376
)
Issuance of common units
—

 
—

 
—

 
—

 
190

 
—

 
—

 
278

 
—

 
278

 
—

 
278

Cancellation of common units
—

 
—

 
—

 
—

 
(16)

 
—

 
—

 
(125
)
 
—

 
(125
)
 
—

 
(125
)
Contributions from CBL related to exercises of stock options
—

 
—

 
—

 
—

 
141

 
—

 
—

 
1,955

 
—

 
1,955

 
—

 
1,955

Accrual under deferred compensation arrangements
—

 
—

 
—

 
—

 
—

 
—

 
1

 
55

 
—

 
56

 
—

 
56

Amortization of deferred compensation
—

 
16

 
16

 
—

 
—

 
—

 
17

 
1,596

 
—

 
1,613

 
—

 
1,613

Allocation of partners' capital
—

 
2,989

 
2,989

 
—

 
—

 
—

 
(21
)
 
(2,968
)
 
—

 
(2,989
)
 
—

 
(2,989
)
Adjustment to record redeemable interests at redemption value
384

 
(1,492
)
 
(1,108
)
 
—

 
—

 
—

 
12

 
1,096

 
—

 
1,108

 
—

 
1,108

Distributions to noncontrolling interests
(4,440
)
 
—

 
(4,440
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(4,433
)
 
(4,433
)
Contributions from noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
2,038

 
2,038

Balance, December 31, 2011
$
6,235

 
$
26,036

 
$
32,271

 
22,750
 
190,380
 
$
509,719

 
$
10,178

 
$
944,633

 
$
1,711

 
$
1,466,241

 
$
4,280

 
$
1,470,521



















101



CBL & Associates Limited Partnership
Consolidated Statements of Partners' Capital and Noncontrolling Interests
(Continued)
(in thousands)
 
Redeemable Interests
 
 
 
 
 
 
 
Common Units
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests
 
Redeemable Common Units
 
Total Redeemable
Interests
 
Preferred
Units
 
Common
Units
 
Preferred
Units
 
General
Partner
 
Limited
Partners
 
Accumulated
Other
Comprehensive Income
 
Total Partners' Capital
 
Noncontrolling Interests
 
Total Partners' Capital and Noncontrolling Interests
Balance, December 31, 2011
$
6,235

 
$
26,036

 
$
32,271

 
22,750
 
190,380
 
$
509,719

 
$
10,178

 
$
944,633

 
$
1,711

 
$
1,466,241

 
$
4,280

 
$
1,470,521

Net income (loss)
3,597

 
848

 
$
4,445

 
—

 
—

 
43,738

 
1,616

 
104,665

 
—

 
150,019

 
(647
)
 
149,372

Other comprehensive income
—

 
21

 
21

 
—

 
—

 
—

 
—

 
—

 
3,974

 
3,974

 
—

 
3,974

Issuance of Series E preferred units to CBL
—

 
—

 
—

 
6,900

 
—

 
166,720

 
—

 
—

 
—

 
166,720

 
—

 
166,720

Redemption of Series C preferred units
—

 
—

 
—

 
(4,600)

 
—

 
(111,227)

 
(41)

 
(3,732)

 
—

 
(115,000
)
 
—

 
(115,000
)
Redemption of common units
—

 
—

 
—

 
—

 
(627)

 
—

 
—

 
(9,429)

 
—

 
(9,429
)
 
—

 
(9,429
)
Issuance of common units
—

 
—

 
—

 
—

 
855

 
—

 
—

 
14,730

 
—

 
14,730

 
—

 
14,730

Distributions declared - common units
—

 
(4,685)

 
(4,685
)
 
—

 
—

 
—

 
(1,771)

 
(167,995)

 
—

 
(169,766
)
 
—

 
(169,766
)
Distributions declared - preferred units
—

 
—

 
—

 
—

 
—

 
(43,738)

 
—

 
—

 
—

 
(43,738
)
 
—

 
(43,738
)
Cancellation of restricted common stock
—

 
—

 
—

 
—

 
(39)

 
—

 
—

 
(633)

 
—

 
(633
)
 
—

 
(633
)
Contributions from CBL related to exercises of stock options
—

 
—

 
—

 
—

 
244

 
—

 
—

 
4,454

 
—

 
4,454

 
—

 
4,454

Accrual under deferred compensation arrangements
—

 
—

 
—

 
—

 
—

 
—

 
1

 
43

 
—

 
44

 
—

 
44

Amortization of deferred compensation
—

 
32

 
32

 
—

 
—

 
—

 
41

 
3,790

 
—

 
3,831

 
—

 
3,831

Accelerated vesting of share-based compensation
—

 
(6
)
 
(6
)
 
—

 
—

 
—

 
(8)

 
(711)

 
—

 
(719
)
 
—

 
(719
)
Issuance of common units under deferred compensation arrangement
—

 
—

 
—

 
—

 
42

 
—

 
—

 
(615)

 
—

 
(615
)
 
—

 
(615
)
Allocation of partners' capital
—

 
3,171

 
3,171

 
—

 
—

 
—

 
(18)

 
(3,153)

 
—

 
(3,171
)
 
—

 
(3,171
)
Adjustment to record redeemable interests at redemption value
360

 
8,418

 
8,778

 
—

 
—

 
—

 
(94)

 
(8,684)

 
—

 
(8,778
)
 
—

 
(8,778
)
Distributions to noncontrolling interests
(3,779
)
 
—

 
(3,779
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(2,423
)
 
(2,423
)
Contributions from noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
7,120

 
7,120

Purchase of noncontrolling interest on other consolidated subsidiaries
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
40,962

 
40,962

Acquire controlling interests in shopping center properties
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
14,204

 
14,204

Balance, December 31, 2012
$
6,413

 
$
33,835

 
$
40,248

 
25,050
 
190,855

 
$
565,212

 
$
9,904

 
$
877,363

 
$
5,685

 
$
1,458,164

 
$
63,496

 
$
1,521,660

   

102




CBL & Associates Limited Partnership
Consolidated Statements of Partners' Capital and Noncontrolling Interests
(Continued)
(in thousands)
 
Redeemable Interests
 
 
 
 
 
 
 
Common Units
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests
 
Redeemable
Common
Units
 
Total Redeemable
Interests
 
Preferred
Units
 
Common
Units
 
Preferred
Units
 
General
Partner
 
Limited
Partners
 
Accumulated
Other
Comprehensive Income
 
Total Partners' Capital
 
Noncontrolling Interests
 
Total Partners' Capital and Noncontrolling Interests
Balance, December 31, 2012
$
6,413

 
$
33,835

 
$
40,248

 
25,050

 
190,855

 
$
565,212

 
$
9,904

 
$
877,363

 
$
5,685

 
$
1,458,164

 
$
63,496

 
$
1,521,660

Net income
2,565

 
376

 
2,941

 
—

 
—

 
44,892

 
491

 
46,570

 
—

 
91,953

 
839

 
92,792

Other comprehensive loss
—

 
(6
)
 
(6
)
 
—

 
—

 
—

 
—

 
—

 
(762
)
 
(762
)
 
—

 
(762
)
Redemption of redeemable noncontrolling preferred joint venture interest
—

 
—

 
—

 
—

 
—

 
—

 
104

 
9,896

 
—

 
10,000

 
—

 
10,000

Issuance of common units
—

 
—

 
—

 
—

 
8,780

 
—

 
—

 
216,588

 
—

 
216,588

 
—

 
216,588

Distributions declared - common units
—

 
—

 
—

 
—

 
—

 
—

 
(1,851
)
 
(155,680
)
 
—

 
(157,531
)
 
—

 
(157,531
)
Distributions declared - preferred units
—

 
—

 
—

 
—

 
—

 
(44,892
)
 
—

 
—

 
—

 
(44,892
)
 
—

 
(44,892
)
Cancellation of restricted common stock
—

 
—

 
—

 
—

 
(42
)
 
—

 
—

 
(720
)
 
—

 
(720
)
 
—

 
(720
)
Accrual under deferred compensation arrangements
—

 
—

 
—

 
—

 
—

 
—

 
(74
)
 
(7,021
)
 
—

 
(7,095
)
 
—

 
(7,095
)
Amortization of deferred compensation
—

 
—

 
—

 
—

 
—

 
—

 
28

 
2,676

 
—

 
2,704

 
—

 
2,704

Allocation of partners' capital
—

 
4,589

 
4,589

 
—

 
—

 
—

 
1,425

 
(6,158
)
 
—

 
(4,733
)
 
57

 
(4,676
)
Adjustment to record redeemable interests at redemption value
(1,545
)
 
(5,467
)
 
(7,012
)
 
—

 
—

 
—

 
148

 
6,938

 
—

 
7,086

 
—

 
7,086

Distributions to noncontrolling interests
(1,550
)
 
(4,571
)
 
(6,121
)
 
—

 
—

 
—

 
(309
)
 
(29,277
)
 
—

 
(29,586
)
 
(10,299
)
 
(39,885
)
Contributions from noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
6,530

 
6,530

Acquire controlling interest in shopping center property
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(41,444
)
 
(41,444
)
Balance, December 31, 2013
$
5,883

 
$
28,756

 
$
34,639

 
25,050
 
199,593
 
$
565,212

 
$
9,866

 
$
961,175

 
$
4,923

 
$
1,541,176

 
$
19,179

 
$
1,560,355


The accompanying notes are an integral part of these consolidated statements.


103


CBL & Associates Limited Partnership
Consolidated Statements of Cash Flows
(In thousands)
 
Year Ended December 31,
 
2013
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
110,370

 
$
174,519

 
$
184,994

Adjustments to reconcile net income to net cash provided by
    operating activities:
 
 
 
 
 
Depreciation and amortization
285,549

 
268,634

 
276,370

Amortization of deferred finance costs, debt premiums and discounts
4,783

 
7,896

 
10,239

Net amortization of intangible lease assets and liabilities
63

 
(1,263
)
 
(906
)
Gain on sales of real estate assets
(1,980
)
 
(5,323
)
 
(59,396
)
(Gain) loss on discontinued operations
(1,144
)
 
(938
)
 
1

Write-off of development projects
334

 
(39
)
 
94

Share-based compensation expense
2,725

 
3,740

 
1,783

Net realized (gain) loss on sale of available-for-sale securities
—

 
(224
)
 
22

Write-down of mortgage and other notes receivable
—

 
—

 
1,900

Gain on investments
(2,400
)
 
(45,072
)
 
—

Loss on impairment from continuing operations
70,049

 
24,379

 
51,304

Loss on impairment from discontinued operations
5,234

 
26,461

 
7,425

(Gain) loss on extinguishment of debt
9,108

 
(265
)
 
(1,029
)
(Gain) loss on extinguishment of debt from discontinued operations
—

 
—

 
(31,434
)
Equity in earnings of unconsolidated affiliates
(11,616
)
 
(8,313
)
 
(6,138
)
Distributions of earnings from unconsolidated affiliates
15,995

 
17,074

 
9,586

Provision for doubtful accounts
1,816

 
1,523

 
1,743

Change in deferred tax accounts
1,824

 
3,095

 
(5,695
)
Changes in:
 
 
 
 
 
Tenant and other receivables
(12,358
)
 
(2,150
)
 
(6,025
)
Other assets
5,928

 
1,801

 
6,084

Accounts payable and accrued liabilities
(19,539
)
 
15,646

 
905

Net cash provided by operating activities
464,741

 
481,181

 
441,827

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Additions to real estate assets
(314,299
)
 
(217,827
)
 
(205,379
)
Acquisitions of real estate assets
(41,444
)
 
(96,099
)
 
(11,500
)
Additions to restricted cash
(7,592
)
 
(1,063
)
 
(14,719
)
(Additions) reductions to cash held in escrow
15,000

 
(15,000
)
 
—

Purchase of partners' interest in unconsolidated affiliates
—

 
(14,280
)
 
—

Proceeds from sales of real estate assets
240,150

 
76,950

 
244,647

Proceeds from sales of investments in unconsolidated affiliates
4,875

 
—

 
—

Additions to mortgage and other notes receivable
(2,700
)
 
(3,584
)
 
(15,173
)
Payments received on mortgage notes receivable
5,672

 
3,002

 
7,479

Proceeds from sale of available-for-sale securities
11,002

 
—

 
—

Additional investments in and advances to unconsolidated affiliates
(34,063
)
 
(8,809
)
 
(35,499
)
Distributions in excess of equity in earnings of unconsolidated affiliates
11,310

 
43,160

 
17,907

Changes in other assets
(13,604
)
 
(13,133
)
 
(15,408
)
Net cash used in investing activities
(125,693
)
 
(246,683
)
 
(27,645
)
 
 
 
 
 
 


104




CBL & Associates Limited Partnership
Consolidated Statements of Cash Flows
(Continued)
(In thousands)
 
Year Ended December 31,
 
2013
 
2012
 
2011
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Proceeds from mortgage and other indebtedness
$
2,298,116

 
$
1,869,140

 
$
1,933,770

Principal payments on mortgage and other indebtedness
(2,179,541
)
 
(1,884,935
)
 
(2,086,461
)
Additions to deferred financing costs
(7,739
)
 
(7,384
)
 
(19,629
)
Prepayment fees on extinguishment of debt
(8,708
)
 
—

 
—

Proceeds from issuances of common units
209,547

 
172

 
179

Proceeds from issuances of preferred units
—

 
167,078

 
—

Redemption of common units
—

 
(9,863
)
 
—

Redemption of preferred units
—

 
(115,000
)
 
—

Contributions from CBL related to exercises of stock options
—

 
4,454

 
1,955

Redemption of redeemable noncontrolling preferred joint venture interest
(408,577
)
 
—

 
—

Contributions from noncontrolling interests
6,530

 
7,120

 
2,079

Distributions to noncontrolling interests
(65,187
)
 
(26,899
)
 
(29,518
)
Distributions to preferred unitholders
(44,892
)
 
(43,738
)
 
(42,376
)
Distributions to common unitholders
(151,355
)
 
(172,476
)
 
(168,994
)
Net cash used in financing activities
(351,806
)
 
(212,331
)
 
(408,995
)
 
 
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
(12,758
)
 
22,167

 
5,187

CASH AND CASH EQUIVALENTS, beginning of period
78,244

 
56,077

 
50,890

CASH AND CASH EQUIVALENTS, end of period
$
65,486

 
$
78,244

 
$
56,077

 
 
 
 
 
 



The accompanying notes are an integral part of these consolidated statements.


105


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and unit data)
 

NOTE 1. ORGANIZATION
 CBL, a Delaware corporation, is a self-managed, self-administered, fully-integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air 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 the Operating Partnership. As of December 31, 2013, the Operating Partnership owned controlling interests in 75 regional malls/open-air and outlet centers (including 1 mixed-use center), 25 associated centers (each located adjacent to a regional mall), 7 community centers and 8 office buildings, including CBL’s corporate office building. 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.  At December 31, 2013, the Operating Partnership owned non-controlling interests in nine regional malls/ open-air centers, four associated centers, four community centers and five office buildings. Because one or more of the other partners have substantive participating rights, the Operating Partnership does not control these partnerships and joint ventures and, accordingly, accounts for these investments using the equity method. The Operating Partnership had controlling interests in two mall redevelopments and one outlet center, owned in a 65%/35% joint venture, under construction at December 31, 2013. The Operating Partnership had a noncontrolling interest in one community center development at December 31, 2013.  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 December 31, 2013, 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 84.2% limited partner interest for a combined interest held by CBL of 85.2%.
 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 December 31, 2013, CBL’s Predecessor owned a 9.1% limited partner interest and third parties owned a 5.7% limited partner interest in the Operating Partnership.  CBL’s Predecessor also owned 3.4 million shares of the Company's common stock at December 31, 2013, for a total combined effective interest of 10.8% 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.
 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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
 This Form 10-K provides separate consolidated financial statements for the Company and the Operating Partnership. Due to the Company's ability as general partner to control the Operating Partnership, the Company consolidates the Operating Partnership within its consolidated financial statements for financial reporting purposes. The notes to consolidated financial statements apply to both the Company and the Operating Partnership, unless specifically noted otherwise.
The accompanying consolidated financial statements include the consolidated accounts of the Company, the Operating Partnership and their wholly owned subsidiaries, as well as entities in which the Company has a controlling financial interest or entities where the Company is deemed to be the primary beneficiary of a VIE. For entities in which the Company has less than a controlling financial interest or entities where the Company is not deemed to be the primary beneficiary of a VIE, the entities are accounted for using the equity method of accounting. Accordingly, the Company's share of the net earnings or losses of these entities is included in consolidated net income. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  All intercompany transactions have been eliminated.

106


Certain historical amounts have been reclassified to conform to the current year presentation.  The financial results of certain Properties are reported as discontinued operations in the consolidated financial statements.  Except where noted, the information presented in the Notes to Consolidated Financial Statements excludes discontinued operations.
Accounting Guidance Adopted
In February 2013, the FASB issued ASU 2013-02. The objective of ASU 2013-02 is to improve reporting of reclassifications out of AOCI by presenting information about such reclassifications and their corresponding effect on net income primarily in one place, either on the face of the financial statements or in the notes. ASU 2013-02 requires an entity to disclose information by component for significant amounts reclassified out of AOCI if the amounts reclassified are required to be reclassified under GAAP to net income in their entirety in the same reporting period. For amounts not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. For public companies, this guidance was effective on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2012. ASU 2013-02 did not change the calculation of or amounts reported as net income and comprehensive income but did change the presentation of the components of AOCI reported in the Company's consolidated financial statements.
In July 2013, the FASB issued ASU 2013-10. ASU 2013-10 permits the OIS Rate, also referred to as the Fed Funds Effective Swap Rate, to be used as a U.S. benchmark for hedge accounting purposes, in addition to LIBOR and interest rates on direct U.S. Treasury obligations. The guidance also removes the restriction on using different benchmarks for similar hedges. ASU 2013-10 is effective prospectively for qualifying new or redesignated hedges entered into on or after July 17, 2013. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements.
Accounting Pronouncements Not Yet Effective
In February 2013, the FASB issued ASU 2013-04. ASU 2013-04 addresses the diversity in practice related to the recognition, measurement and disclosure of certain obligations which are not addressed within existing GAAP guidance. Such obligations under the scope of ASU 2013-04 include debt arrangements, other contractual obligations, settled litigation and judicial rulings. The guidance requires an entity to measure these joint and several obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors as well as any additional amount the reporting entity expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose information about the nature and amount of these obligations. For public companies, ASU 2013-04 is effective on a retrospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company may elect to use hindsight for the comparative periods (if the Company changes its accounting as a result of the adoption of this guidance). Early adoption is permitted. The Company is evaluating the impact that this update may have on its consolidated financial statements.
In July 2013, the FASB issued ASU 2013-11. The objective of this update is to reduce the diversity in practice related to the presentation of certain unrecognized tax benefits. ASU 2013-11 provides that unrecognized tax benefits are to be presented as a reduction of a deferred tax asset for an NOL carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the governing tax law. To the extent such an NOL carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position or the entity does not intend to use the deferred tax asset for this purpose, the unrecognized tax benefit is to be recorded as a liability in the financial statements and should not be netted with a deferred tax asset. ASU 2013-11 is effective for public companies for fiscal years beginning after December 15, 2013 and interim periods within those years. The guidance should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoption and retrospective application are permitted. The Company is evaluating the impact that this update may have on its consolidated financial statements.
Real Estate Assets 
The Company capitalizes predevelopment project costs paid to third parties. All previously capitalized predevelopment costs are expensed when it is no longer probable that the project will be completed. Once development of a project commences, all direct costs incurred to construct the project, including interest and real estate taxes, are capitalized. Additionally, certain general and administrative expenses are allocated to the projects and capitalized based on the amount of time applicable personnel work on the development project. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements are capitalized and depreciated over their estimated useful lives.
 All acquired real estate assets have been accounted for using the acquisition method of accounting and accordingly, the results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The Company allocates the purchase price to (i) tangible assets, consisting of land, buildings and improvements, as if vacant, and tenant improvements, and (ii) identifiable intangible assets and liabilities, generally consisting of above-market leases, in-place leases and tenant relationships, which are included in other assets, and below-market leases, which are included in accounts payable and accrued liabilities. The Company uses estimates of fair value based on estimated cash flows, using appropriate discount rates, and other valuation techniques to allocate the purchase price to the acquired tangible and intangible assets. Liabilities assumed generally

107


consist of mortgage debt on the real estate assets acquired. Assumed debt is recorded at its fair value based on estimated market interest rates at the date of acquisition.
 Depreciation is computed on a straight-line basis over estimated lives of 40 years for buildings, 10 to 20 years for certain improvements and 7 to 10 years for equipment and fixtures. Tenant improvements are capitalized and depreciated on a straight-line basis over the term of the related lease. Lease-related intangibles from acquisitions of real estate assets are generally amortized over the remaining terms of the related leases. The amortization of above- and below-market leases is recorded as an adjustment to minimum rental revenue, while the amortization of all other lease-related intangibles is recorded as amortization expense. Any difference between the face value of the debt assumed and its fair value is amortized to interest expense over the remaining term of the debt using the effective interest method.
 The Company’s intangibles and their balance sheet classifications as of December 31, 2013 and 2012, are summarized as follows:
 
December 31, 2013
 
December 31, 2012
 
Cost
 
Accumulated
Amortization
 
Cost
 
Accumulated
Amortization
Intangible lease assets and other assets:
 
 
 
 
 
 
 
Above-market leases
$
65,932

 
$
(41,230
)
 
$
69,360

 
$
(37,454
)
In-place leases
111,769

 
(60,243
)
 
117,631

 
(46,767
)
Tenant relationships
27,381

 
(4,004
)
 
27,880

 
(3,350
)
Accounts payable and accrued liabilities:
 

 
 

 
 

 
 

Below-market leases
101,901

 
(64,046
)
 
104,012

 
(57,625
)
These intangibles are related to specific tenant leases.  Should a termination occur earlier than the date indicated in the lease, the related intangible assets or liabilities, if any, related to the lease are recorded as expense or income, as applicable. The total net amortization expense of the above intangibles was $19,030, $10,558 and $7,108 in 2013, 2012 and 2011, respectively.  The estimated total net amortization expense for the next five succeeding years is $13,421 in 2014, $10,475 in 2015, $6,219 in 2016, $4,537 in 2017 and $2,079 in 2018.
     Total interest expense capitalized was $4,889, $2,671 and $4,955 in 2013, 2012 and 2011, respectively.
Carrying Value of Long-Lived Assets
 
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances warrant such a review.  The carrying value of a long-lived asset is considered impaired when its estimated future undiscounted cash flows are less than its carrying value. The Company estimates fair value using the undiscounted cash flows expected to be generated by each Property, which are based on a number of assumptions such as leasing expectations, operating budgets, estimated useful lives, future maintenance expenditures, intent to hold for use and capitalization rates. If it is determined that impairment has occurred, the amount of the impairment charge is equal to the excess of the asset’s carrying value over its estimated fair value.  These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates and costs to operate each Property.  As these factors are difficult to predict and are subject to future events that may alter the assumptions used, the future cash flows estimated in the Company’s impairment analyses may not be achieved. See Note 4 and Note 15 for information related to the impairment of long-lived assets for 2013, 2012 and 2011.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents.
 Restricted Cash
 Restricted cash of $46,252 and $42,880 was included in intangible lease assets and other assets at December 31, 2013 and 2012, respectively.  Restricted cash consists primarily of cash held in escrow accounts for debt service, insurance, real estate taxes, capital improvements and deferred maintenance as required by the terms of certain mortgage notes payable, as well as contributions from tenants to be used for future marketing activities.  The Company’s restricted cash included $81 and $110 as of December 31, 2013 and 2012, respectively, related to funds held in a trust account for certain construction costs associated with our developments. 
Allowance for Doubtful Accounts
 The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are realizable based on factors affecting the collectability of those balances. The Company’s estimate of the allowance

108


for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.  The Company recorded a provision for doubtful accounts of $1,253, $798 and $1,670 for 2013, 2012 and 2011, respectively.
Investments in Unconsolidated Affiliates
The Company evaluates its joint venture arrangements to determine whether they should be recorded on a consolidated basis.  The percentage of ownership interest in the joint venture, an evaluation of control and whether a VIE exists are all considered in the Company’s consolidation assessment.
 Initial investments in joint ventures that are in economic substance a capital contribution to the joint venture are recorded in an amount equal to the Company’s historical carryover basis in the real estate contributed. Initial investments in joint ventures that are in economic substance the sale of a portion of the Company’s interest in the real estate are accounted for as a contribution of real estate recorded in an amount equal to the Company’s historical carryover basis in the ownership percentage retained and as a sale of real estate with profit recognized to the extent of the other joint venturers’ interests in the joint venture. Profit recognition assumes the Company has no commitment to reinvest with respect to the percentage of the real estate sold and the accounting requirements of the full accrual method are met.
 The Company accounts for its investment in joint ventures where it owns a non-controlling interest or where it is not the primary beneficiary of a VIE using the equity method of accounting. Under the equity method, the Company’s cost of investment is adjusted for its share of equity in the earnings of the unconsolidated affiliate and reduced by distributions received. Generally, distributions of cash flows from operations and capital events are first made to partners to pay cumulative unpaid preferences on unreturned capital balances and then to the partners in accordance with the terms of the joint venture agreements.
 Any differences between the cost of the Company’s investment in an unconsolidated affiliate and its underlying equity as reflected in the unconsolidated affiliate’s financial statements generally result from costs of the Company’s investment that are not reflected on the unconsolidated affiliate’s financial statements, capitalized interest on its investment and the Company’s share of development and leasing fees that are paid by the unconsolidated affiliate to the Company for development and leasing services provided to the unconsolidated affiliate during any development periods. At December 31, 2013 and 2012, the components of the net difference between the Company’s investment in unconsolidated affiliates and the underlying equity of unconsolidated affiliates, which are amortized over a period equal to the useful life of the unconsolidated affiliates' asset/liability that is related to the basis difference, was $14,650 and $11,674, respectively.
 On a periodic basis, the Company assesses whether there are any indicators that the fair value of the Company's investments in unconsolidated affiliates may be impaired. An investment is impaired only if the Company’s estimate of the fair value of the investment is less than the carrying value of the investment and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The Company's estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter the Company’s assumptions, the fair values estimated in the impairment analyses may not be realized.
No impairments of investments in unconsolidated affiliates were recorded in 2013, 2012 and 2011.  
Deferred Financing Costs
 Net deferred financing costs of $25,061 and $24,821 were included in intangible lease assets and other assets at December 31, 2013 and 2012, respectively. Deferred financing costs include fees and costs incurred to obtain financing and are amortized on a straight-line basis to interest expense over the terms of the related indebtedness. Amortization expense was $7,468, $10,263 and $11,744 in 2013, 2012 and 2011, respectively. Accumulated amortization was $14,656 and $8,932 as of December 31, 2013 and 2012, respectively.
Marketable Securities
 Intangible lease assets and other assets include marketable securities consisting of corporate equity securities and bonds that are classified as available-for-sale. Unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of accumulated other comprehensive income (loss) ("AOCI/L") in redeemable noncontrolling interests, shareholders’ equity and partners' capital, and noncontrolling interests. Realized gains and losses are recorded in other income. Gains or losses on securities sold are based on the specific identification method.  The Company did not recognize any realized gains or losses related to sales of marketable securities in 2013. The Company recognized net realized gains on sales of available-for-sale securities of $224 in 2012 and net realized losses on sales of available-for-sale securities of $22 in 2011. 

109


 If a decline in the value of an investment is deemed to be other than temporary, the investment is written down to fair value and an impairment loss is recognized in the current period to the extent of the decline in value. In determining when a decline in fair value below cost of an investment in marketable securities is other-than-temporary, the following factors, among others, are evaluated: 
•
the probability of recovery;
•
the Company’s ability and intent to retain the security for a sufficient period of time for it to recover;
•
the significance of the decline in value;
•
the time period during which there has been a significant decline in value;
•
current and future business prospects and trends of earnings;
•
relevant industry conditions and trends relative to their historical cycles; and
•
market conditions.
There were no other-than-temporary impairments of marketable securities incurred during 2013, 2012 and 2011. The following is a summary of the marketable securities held by the Company as of December 31, 2013 and 2012:

 
 
 
Gross Unrealized
 
 
 
Adjusted Cost
 
Gains
 
Losses
 
Fair Value
December 31, 2013:
 
 
 
 
 
 
 
Common stocks
$
4,195

 
$
9,778

 
$
—

 
$
13,973

 
 
 
 
 
 
 
 
December 31, 2012:
 

 
 

 
 

 
 

Common stocks
$
4,195

 
$
12,361

 
$
—

 
$
16,556

Government and government sponsored entities
11,123

 
—

 
—

 
11,123

 
$
15,318

 
$
12,361

 
$
—

 
$
27,679

Interest Rate Hedging Instruments
 The Company recognizes its derivative financial instruments in either accounts payable and accrued liabilities or intangible lease assets and other assets, as applicable, in the consolidated balance sheets and measures those instruments at fair value.  The accounting for changes in the fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both qualitative and quantitative methods. The Company has entered into derivative agreements as of December 31, 2013 and 2012 that qualify as hedging instruments and were designated, based upon the exposure being hedged, as cash flow hedges.  The fair value of these cash flow hedges as of December 31, 2013 and 2012 was $4,007 and $5,805, respectively, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. To the extent they are effective, changes in the fair values of cash flow hedges are reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged item affects earnings.  The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract.
See Notes 6 and 15 for additional information regarding the Company’s interest rate hedging instruments.
 Revenue Recognition
Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.
The Company receives reimbursements from tenants for real estate taxes, insurance, common area maintenance and other recoverable operating expenses as provided in the lease agreements.  Tenant reimbursements are recognized when earned in accordance with the tenant lease agreements.  Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years and are recognized as revenue in accordance with underlying lease terms.
The Company receives management, leasing and development fees from third parties and unconsolidated affiliates. Management fees are charged as a percentage of revenues (as defined in the management agreement) and are recognized as revenue

110


when earned. Development fees are recognized as revenue on a pro rata basis over the development period. Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue when earned. Development and leasing fees received from an unconsolidated affiliate during the development period are recognized as revenue only to the extent of the third-party partner’s ownership interest. Development and leasing fees during the development period, to the extent of the Company’s ownership interest, are recorded as a reduction to the Company’s investment in the unconsolidated affiliate.
 Gain on Sales of Real Estate Assets
Gain on sales of real estate assets is recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, the Company’s receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. When the Company has an ownership interest in the buyer, gain is recognized to the extent of the third party partner’s ownership interest and the portion of the gain attributable to the Company’s ownership interest is deferred.
Income Taxes
The Company is qualified as a REIT under the provisions of the Internal Revenue Code. To maintain qualification as a REIT, the Company is required to distribute at least 90% of its taxable income to shareholders and meet certain other requirements.
As a REIT, the Company is generally not liable for federal corporate income taxes. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal and state income taxes on its taxable income at regular corporate tax rates. Even if the Company maintains its qualification as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. State tax expense was $3,570, $3,530 and $3,766 during 2013, 2012 and 2011, respectively.
The Company has also elected taxable REIT subsidiary status for some of its subsidiaries. This enables the Company to receive income and provide services that would otherwise be impermissible for REITs. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income or expense, as applicable.  The Company recorded an income tax provision of $1,305 and $1,404 in 2013 and 2012, respectively, and an income tax benefit of $269 in 2011. The income tax provision in 2013 consisted of a current income tax benefit of $518 and a deferred income tax provision of $1,823.  The income tax provision in 2012 consisted of a current income tax benefit of $1,691 and a deferred income tax provision of $3,095.  The income tax benefit in 2011 consisted of a current income tax provision of $5,426 and a deferred income tax benefit of $5,695,
The Company had a net deferred tax asset of $4,893 and $6,607 at December 31, 2013 and 2012, respectively. The net deferred tax asset at December 31, 2013 and 2012 is included in intangible lease assets and other assets and primarily consisted of operating expense accruals and differences between book and tax depreciation.  As of December 31, 2013, tax years that generally remain subject to examination by the Company’s major tax jurisdictions include 2010, 2011, 2012 and 2013.
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 statement of operations.  In addition, any interest incurred on tax assessments is reported as interest expense.  The Company reported nominal interest and penalty amounts in 2013, 2012 and 2011.
 Concentration of Credit Risk
The Company’s tenants include national, regional and local retailers. Financial instruments that subject the Company to concentrations of credit risk consist primarily of tenant receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of tenants.
The Company derives a substantial portion of its rental income from various national and regional retail companies; however, no single tenant collectively accounted for more than 3.4% of the Company’s total revenues in 2013, 2012 or 2011.

111



Earnings Per Share and Earnings per Unit
See Note 7 for information regarding significant CBL equity offerings that affected per share and per unit amounts for each period presented.
Earnings per Share of the Company
Basic 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.
The following summarizes the impact of potential dilutive common shares on the denominator used to compute EPS:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Denominator – basic
167,027

 
154,762

 
148,289

Stock options
—

 
3

 
3

Deemed shares related to deferred compensation arrangements
—

 
42

 
42

Denominator – diluted
167,027

 
154,807

 
148,334

     
There were no outstanding stock options in 2013. There were no anti-dilutive shares related to stock options in 2012. For the year ended December 31, 2011, 23,000 shares related to stock options were excluded from the computation of diluted EPS because the effect of including the stock options would have been anti-dilutive.
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.
     The following summarizes the impact of potential dilutive common units on the denominator used to compute EPU:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Denominator – basic
196,572

 
190,223

 
190,335

Stock options
—

 
3

 
3

Deemed units related to deferred compensation arrangements
—

 
42

 
42

Denominator – diluted
196,572

 
190,268

 
190,380


 Comprehensive Income
Accumulated Other Comprehensive Income of the Company
Comprehensive income 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. Other comprehensive income (loss) (“OCI/L”) includes changes in unrealized gains (losses) on available-for-sale securities and interest rate hedge agreements.  

112


The changes in the components of AOCI for the years ended December 31, 2013 and 2012 are as follows:
 
Redeemable
Noncontrolling
Interests
 
The Company
 
Noncontrolling Interests
 
 
 
Unrealized Gains (Losses)
 
 
 
Hedging Agreements
 
Available-for-Sale Securities
 
Hedging Agreements
 
Available-for-Sale Securities
 
Hedging Agreements
 
 Available-for-Sale Securities
 
Total
Beginning balance, January 1, 2012
$
377

 
$
328

 
$
(2,628
)
 
$
6,053

 
$
(3,488
)
 
$
1,775

 
$
2,417

  OCI before reclassifications
(4
)
 
23

 
2,139

 
3,510

 
(75
)
 
445

 
6,038

  Amounts reclassified from AOCI (1)
—

 
2

 
(2,267
)
 
179

 
—

 
43

 
(2,043
)
Net year-to-date period OCI
(4
)
 
25

 
(128
)
 
3,689

 
(75
)
 
488

 
3,995

Ending balance, December 31, 2012
373

 
353

 
(2,756
)
 
9,742

 
(3,563
)
 
2,263

 
6,412

  OCI before reclassifications
14

 
(20
)
 
3,839

 
(2,203
)
 
259

 
$
(360
)
 
1,529

  Amounts reclassified from AOCI (1)
—

 
—

 
(2,297
)
 
—

 
—

 
—

 
(2,297
)
Net year-to-date period OCI
14

 
(20
)
 
1,542

 
(2,203
)
 
259

 
(360
)
 
(768
)
Ending balance, December 31, 2013
$
387

 
$
333

 
$
(1,214
)
 
$
7,539

 
$
(3,304
)
 
$
1,903

 
$
5,644

(1) Reclassified $2,297 and $2,267 of interest on cash flow hedges to Interest Expense in the consolidated statements of operations for the years ended December 31, 2013 and 2012, respectively. Reclassified $224 realized gain on available-for-sale securities to Interest and Other Income in the consolidated statements of operations for the year ended December 31, 2012.
    
Accumulated Other Comprehensive Income of the Operating Partnership
Comprehensive income 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 available-for-sale securities and interest rate hedge agreements.  
The changes in the components of AOCI for the years ended December 31, 2013 and 2012 are as follows:

 
Redeemable
Common
Units
 
Partners'
Capital
 
 
 
Unrealized Gains (Losses)
 
 
 
Hedging Agreements
 
Available-for-Sale Securities
 
Hedging Agreements
 
 Available-for-Sale Securities
 
Total
Beginning balance, January 1, 2012
$
377

 
$
328

 
$
(6,116
)
 
$
7,828

 
$
2,417

  OCI before reclassifications
(4
)
 
23

 
2,064

 
3,955

 
6,038

  Amounts reclassified from AOCI (1)
—

 
2

 
(2,267
)
 
222

 
(2,043
)
Net year-to-date period OCI
(4
)
 
25

 
(203
)
 
4,177

 
3,995

Ending balance, December 31, 2012
373

 
353

 
(6,319
)
 
12,005

 
6,412

  OCI before reclassifications
14

 
(20
)
 
4,098

 
(2,563
)
 
1,529

  Amounts reclassified from AOCI (1)
—

 
—

 
(2,297
)
 
—

 
(2,297
)
Net year-to-date period OCI
14

 
(20
)
 
1,801

 
(2,563
)
 
(768
)
Ending balance, December 31, 2013
$
387

 
$
333

 
$
(4,518
)
 
$
9,442

 
5,644


(1) Reclassified $2,297 and $2,267 of interest on cash flow hedges to Interest Expense in the consolidated statements of operations for the years ended December 31, 2013 and 2012, respectively. Reclassified $224 realized gain on available-for-sale securities to Interest and Other Income in the consolidated statements of operations for the year ended December 31, 2012.

113



Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NOTE 3. ACQUISITIONS
The Company includes the results of operations of real estate assets acquired in the consolidated statements of operations from the date of the related acquisition. The pro forma effect of these acquisitions was not material. The following is a summary of the Company's acquisitions since January 1, 2011:
Purchase Date
 
Property
 
Property
 Type
 
Location
 
Ownership
Percentage
Acquired
 
Cash
 
Debt
Assumed
 
Other
 
Purchase
Price
2013 Acquisition:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
April
 
Kirkwood Mall (1)
 
Mall
 
Bismarck, ND
 
51.0%
 
$
41,378

 
$
20,587

 
$
—

 
$
61,965

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2012 Acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December
 
Imperial Valley Mall (2)
 
Mall
 
El Centro, CA
 
40.0%
 
$
15,500

 
$
21,018

 
$
—

 
$
36,518

December
 
Kirkwood Mall (1)
 
Mall
 
Bismarck, ND
 
49.0%
 
39,754

 
19,781

 
—

 
59,535

May
 
Dakota Square Mall (3)
 
Mall
 
Minot, ND
 
100.0%
 
32,474

 
59,001

 
—

 
91,475

April
 
The Outlet Shoppes at Gettysburg (4)
 
Mall
 
Gettysburg, PA
 
50.0%
 
—

 
20,315

 
4,522

 
24,837

April
 
The Outlet Shoppes at El Paso (5)
 
Mall
 
El Paso, TX
 
75.0%
 
35,456

 
50,193

 
—

 
85,649

 
 
 
 
 
 
 
 
 
 
$
123,184

 
$
170,308

 
$
4,522

 
$
298,014

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2011 Acquisition:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September
 
Northgate Mall
 
Mall
 
Chattanooga, TN
 
100.0%
 
$
11,500

 
$
—

 
$
—

 
$
11,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The Company acquired a 49.0% joint venture interest in Kirkwood Mall in December 2012. The cash paid was based on a total value of $121,500 including a $40,368 non-recourse loan. The Company executed an agreement to acquire the remaining 51.0% interest within 90 days subject to lender approval to assume the loan, which bears interest at a fixed rate of 5.75% and matures in April 2018. As the loan bears interest at an above-market rate, the Company recorded a debt premium of $2,970, computed using an estimated market interest rate of 4.25%. In accordance with its executed agreement, the Company acquired the remaining 51.0% interest in Kirkwood Mall in April 2013. As described in Note 8, the Company consolidated this joint venture as of December 31, 2013 and 2012.
(2) The Company acquired the remaining 40% interests in Imperial Valley Mall L.P., Imperial Valley Peripheral L.P. and Imperial Valley Commons L.P. from its joint venture partner. Imperial Valley Commons, L.P. was classified as a VIE and was accounted for on a consolidated basis as the Company was deemed to be the primary beneficiary. Imperial Valley Mall L.P. and Imperial Valley Peripheral L.P. were unconsolidated affiliates accounted for using the equity method of accounting. We recorded a gain on investment of $45,072 related to the acquisition of our joint venture partner's interest and all three joint ventures are accounted for on a consolidated basis as of the purchase date. See Note 5 for additional information.
(3) The $59,001 non-recourse loan bears interest at a fixed rate of 6.23% and matures in November 2016. The Company recorded a debt premium of $3,040, computed using an estimated market rate of 4.75%, since the debt assumed was at an above-market interest rate compared to similar debt instruments at the date of acquisition.
(4) The Company and its noncontrolling interest partner exercised their rights under the terms of a mezzanine loan agreement with the borrower, which owned The Outlet Shoppes at Gettysburg, to convert a $4,522 mezzanine loan into a member interest in the outlet shopping center. The $40,631 of debt assumed, of which the Company's 50.0% share is $20,315, bears interest at a fixed rate of 5.87% and matures in February 2016.
(5) The Company also acquired a 50.0% interest in outparcel land adjacent to the outlet shopping center for $3,864 in addition to the $31,592 paid for the 75.0% share of the outlet shopping center . See Note 5. The amount paid for the Company's 75.0% and 50.0% interests was based on a total value of $116,775 including the assumption of a $66,924 non-recourse loan, which bears interest at a fixed rate of 7.06% and matures in December 2017. The debt assumed was at an above-average interest rate compared to similar debt instruments at the date of acquisition, so the Company recorded a debt premium of $7,700 (of which $5,775 represents the Company's 75.0% share), computed using an estimated market interest rate of 4.75%. The entity that owned The Outlet Shoppers at El Paso used a portion of the cash proceeds to repay a $9,150 mezzanine loan provided by the Company, of which the Company's share was $6,862. After considering the repayment of the mezzanine loan to the Company, the net consideration paid by the Company in connection with this transaction was $28,594.



114



The following table summarizes the final allocations of the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates for the Properties listed above:
 
 
 
2012
 
2011
Land
 
 
$
87,869

 
$
2,330

Buildings and improvements
 
 
379,763

 
8,220

Investments in unconsolidated affiliates
 
 
3,864

 
—

Tenant improvements
 
 
15,328

 
—

Above-market leases
 
 
15,359

 
2,030

In-place leases
 
 
65,814

 
1,570

  Total assets
 
 
567,997

 
14,150

Mortgage note payables assumed
 
 
(259,470
)
 
—

Debt premium
 
 
(15,334
)
 
—

Below-market leases
 
 
(39,698
)
 
(2,650
)
Noncontrolling interest
 
 
(60,295
)
 
—

Value of Company's interest in joint ventures
 
 
(65,494
)
 
—

  Net assets acquired
 
 
$
127,706

 
$
11,500



    
    
    

    

    



115


NOTE 4. DISCONTINUED OPERATIONS
The results of operations of the Properties described below, as well as any gains or impairment losses related to those Properties, are included in discontinued operations for all periods presented, as applicable. Net proceeds from these sales were used to reduce the outstanding balances on the Company's credit facilities, with the exception of proceeds from the sales of Westridge Square and Oak Hollow Mall. See below for further explanation. The following is a summary of the Company's dispositions since January 1, 2011:








Sales Price
 
Gain/
(Loss)
Sales Date

Property

Property Type

Location

Gross

Net
 
2013 Activity:








 
 
August 2013

Georgia Square & Georgia Square Plaza, Panama City Mall & The Shoppes at Panama City, RiverGate Mall and Village at RiverGate (1)

Mall & Associated Center

Athens, GA
Panama City, FL
Nashville, TN

$
176,000


$
171,977

 
$
(19
)
March 2013

1500 Sunday Drive

Office Building

Raleigh, NC

8,300


7,862

 
(549
)
March 2013

Peninsula I & II

Office Building

Newport News, VA

5,250


5,121

 
598

January 2013

Lake Point & SunTrust (2)

Office Building

Greensboro, NC

30,875


30,490

 
823

December 2008

706 & 708 Green Valley Road (3)

Office Building

Greensboro, NC






 
281



Various (4)










 
10









$
220,425


$
215,450

 
$
1,144

2012 Activity:
 
 
 
 
 
 
 
 
 
 
December 2012
 
Willowbrook Plaza (5)
 
Community Center
 
Houston, TX
 
$
24,450

 
$
24,171

 
$
—

October 2012
 
Towne Mall (6)
 
Mall
 
Franklin, OH
 
950

 
892

 
(3
)
October 2012
 
Hickory Hollow Mall (7)
 
Mall
 
Antioch, TN
 
1,000

 
966

 
(6
)
July 2012
 
Massard Crossing
 
Community Center
 
Fort Smith, AR
 
7,803

 
7,432

 
98

March 2012
 
Settlers Ridge - Phase II (8)
 
Community Center
 
Robinson Township, PA
 
19,144

 
18,951

 
883

January 2012
 
Oak Hollow Square (9)
 
Community Center
 
High Point, NC
 
14,247

 
13,796

 
(1
)
 
 
Various (4)
 
 
 
 
 
 
 
 
 
(33
)
 
 
 
 
 
 
 
 
$
67,594

 
$
66,208

 
$
938

2011 Activity:
 
 
 
 
 
 
 
 
 
 
November 2011
 
Westridge Square  (10)
 
Community Center
 
Greensboro, NC
 
$
26,125

 
25,768

 
$
(160
)
February 2011
 
Oak Hollow Mall (11)
 
Mall
 
High Point, NC
 
9,000

 
8,847

 
6

December 2010
 
Settler's Ridge - Phase I
 
Community Center
 
Robinson Township, PA
 
 
 
 
 
67

October 2010
 
Pemberton Square
 
Mall
 
Vicksburg, MS
 
 
 
 
 
39

 
 
Various (4)
 
 
 
 
 
 
 
 
 
47

 
 
 
 
 
 
 
 
$
35,125

 
$
34,615

 
$
(1
)
(1)
A loss on impairment of $5,234 was recorded in the third quarter of 2013 to write down the book value of these six Properties sold in a portfolio sale to the net sales price.
(2)
Classified as held for sale as of December 31, 2012.
(3)
Recognition of gain that was deferred in December 2008 upon repayment of the notes receivable for a portion of the sales price.
(4)
Reflects subsequent true-ups for settlement of estimated expenses based on actual amounts for sales that occurred in prior periods.
(5)
A loss on impairment of $17,743 was recorded in the third quarter of 2012 to write down the book value of this Property to its then estimated fair value.
(6)
A loss on impairment of $419 was recorded in the third quarter of 2012 to write down the book value of this Property to expected sales price.
(7)
A loss on impairment of $8,047 was recorded in the third quarter of 2012 to write down the book value of this Property to expected sales price.
(8)
A loss on impairment of $4,457 was recorded in the second quarter of 2011 to write down the book value of this Property to its then estimated fair value.
(9)
A loss on impairment of $255 was recorded in the first quarter of 2012 related to the true-up of certain estimated amounts to actual amounts. Additionally, the Company wrote down the depreciated book value of this Property to the estimated sales price and recorded a loss on impairment of $729 in the fourth quarter of 2011.
(10)
Proceeds from the sale were used to reduce the outstanding borrowings on the unsecured term facility used to acquire the Starmount Properties.
(11)
Net proceeds from the sale were used to retire the outstanding principal balance and accrued interest of $40,281 on the non-recourse loan secured by the Property in accordance with the lender’s agreement to modify the outstanding principal balance and accrued interest to equal the net sales price for the Property and, as a result, the Company recorded a gain on extinguishment of debt of $31,434 in the first quarter of 2011. The Company also recorded a loss on impairment in the first quarter of 2011 of $2,746 to write down the book value of the Property to the net sales price. In the second quarter of 2010, the Company recorded a loss on impairment of $25,435 related to the Property to write down its depreciated book value to its then estimated fair value.

116


Total revenues of the Properties that are included in discontinued operations were $15,468, $43,911 and $50,696 in 2013, 2012 and 2011, respectively.  The total net investment in real estate assets at the time of sale for the Properties sold during 2013 was $219,833.  There were no outstanding loans on any of the Properties sold during 2013. Discontinued operations for the years ended December 31, 2013, 2012 and 2011 also include true-ups of estimated expense to actual amounts for Properties sold during previous years.
 

NOTE 5. UNCONSOLIDATED AFFILIATES AND COST METHOD INVESTMENTS
 
Unconsolidated Affiliates
 
At December 31, 2013, 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
CBL/T-C, LLC
 
CoolSprings Galleria, Oak Park Mall, West County Center and Pearland Town Center
 
60.3
%
CBL-TRS Joint Venture, LLC
 
Friendly Center, The Shops at Friendly Center and a portfolio of four office buildings
 
50.0
%
CBL-TRS Joint Venture II, LLC
 
Renaissance 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
 
65.0
%
Governor’s Square IB
 
Governor’s Plaza
 
50.0
%
Governor’s Square Company
 
Governor’s Square
 
47.5
%
High Pointe Commons, LP
 
High Pointe Commons
 
50.0
%
High Pointe Commons II-HAP, LP
 
High Pointe Commons - Christmas Tree Shop
 
50.0
%
JG Gulf Coast Town Center LLC
 
Gulf Coast Town Center
 
50.0
%
Kentucky Oaks Mall Company
 
Kentucky Oaks Mall
 
50.0
%
Mall of South Carolina L.P.
 
Coastal Grand—Myrtle Beach
 
50.0
%
Mall of South Carolina Outparcel L.P.
 
Coastal Grand—Myrtle Beach (Coastal Grand Crossing  and vacant land)
 
50.0
%
Port Orange I, LLC
 
The Pavilion at Port Orange Phase I and one office building
 
50.0
%
Triangle Town Member LLC
 
Triangle Town Center, Triangle Town Commons  and Triangle Town Place
 
50.0
%
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 2013, 2012 and 2011, 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.

117




Condensed combined financial statement information of these unconsolidated affiliates is as follows:
 
December 31,
 
2013
 
2012
ASSETS:
 
 
 
Investment in real estate assets
$
2,167,227

 
$
2,143,187

Accumulated depreciation
(555,174
)
 
(492,864
)
 
1,612,053

 
1,650,323

Developments in progress
103,161

 
21,809

  Net investment in real estate assets
1,715,214

 
1,672,132

Other assets
168,799

 
175,540

    Total assets
$
1,884,013

 
$
1,847,672

 
 
 
 
LIABILITIES:
 
 
 
Mortgage and other indebtedness
$
1,468,422

 
$
1,456,622

Other liabilities
48,203

 
48,538

    Total liabilities
1,516,625

 
1,505,160

 
 
 
 
OWNERS' EQUITY:
 
 
 
The Company
213,664

 
196,694

Other investors
153,724

 
145,818

  Total owners' equity
367,388

 
342,512

    Total liabilities and owners’ equity
$
1,884,013

 
$
1,847,672


 
Year Ended December 31,
 
2013
 
2012
 
2011
Revenues
$
243,215

 
$
251,628

 
$
177,222

Depreciation and amortization
(76,323
)
 
(82,534
)
 
(58,538
)
Other operating expenses
(72,166
)
 
(76,567
)
 
(53,417
)
Income from operations
94,726

 
92,527

 
65,267

Interest income
1,359

 
1,365

 
1,420

Interest expense
(76,934
)
 
(84,421
)
 
(59,972
)
Gain on sales of real estate assets
102

 
2,063

 
1,744

Net income
$
19,253

 
$
11,534

 
$
8,459


118



Financings
The following table presents the loan activity of the Company's unconsolidated affiliates since January 1, 2012:
Date
 
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount Financed
or Extended
2013 Activity:
 
 
 
 
 
 
December
 
The Pavilion at Port Orange - Phase I (2)
 
LIBOR + 2.0%
 
November 2015
 
$
62,600

December
 
Hammock Landing - Phase I (3)
 
LIBOR + 2.0%
 
November 2015
 
41,068

December
 
Hammock Landing - Phase II (4)
 
LIBOR + 2.25%
 
November 2015
 
10,757

March
 
Renaissance Center - Phase II (5)
 
3.49%
 
April 2023
 
16,000

March
 
Friendly Center (6)
 
3.48%
 
April 2023
 
100,000

March
 
Fremaux Town Center - Phase I (7)
 
LIBOR + 2.125%
 
March 2016
 
46,000

 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
December
 
West County Center (8)
 
3.40%
 
December 2022
 
$
190,000

July
 
Gulf Coast Town Center - Phase III (9)
 
LIBOR + 2.5%
 
July 2015
 
7,000

February
 
York Town Center (10)
 
4.90%
 
February 2022
 
38,000

March
 
The Pavilion at Port Orange (11)
 
LIBOR + 3.5%
 
March 2014
 
64,950

(1)    Excludes any extension options.
(2)
The construction loan was extended and modified to reduce the capacity from $64,950 to $62,600, reduce the interest rate from a variable-rate of LIBOR + 3.5% to a variable-rate of LIBOR + 2.0% and extend the maturity date. The loan has two one-year extension options, which are at the joint venture's election, for an outside maturity date of November 2017. The Company has guaranteed 25% of the construction loan.
(3)
The loan was amended and restated to extend the maturity date and reduce the interest rate from a variable-rate of LIBOR + 3.5% to a variable-rate of LIBOR + 2.0%. The loan has two one-year extension options, which are at the joint venture's election, for an outside maturity date of November 2017. The Company has guaranteed 25% of the loan.
(4)
A new construction loan to build a Carmike Cinema has two one-year extension options, which are at the joint venture's election, for an outside maturity date of November 2017. Upon completion of the construction and opening of the Carmike Cinema, the Company's guaranty will be reduced from 100% to 25% and the loan will bear interest at a variable-rate of LIBOR + 2.0%.
(5)    Net proceeds from the loan were used to retire a $15,700 loan that was scheduled to mature in April 2013.
(6)
Net proceeds from the loan were used to retire four loans, scheduled to mature in April 2013 and with an aggregate balance of $100,000, that were secured by Friendly Center, Friendly Center Office Building, First National Bank Building, Green Valley Office Building, First Citizens Bank Building, Wachovia Office Building and Bank of America Building.
(7)
The construction loan has two one-year extension options, which are at the joint venture's election, for an outside maturity date of March 2018. The Company has guaranteed 100% of the construction loan.
(8)
Net proceeds of $189,687 were used to retire the outstanding borrowings of $142,235 under the previous loan and excess proceeds were distributed 50/50 to the Company and its joint venture partner.
(9)
Net proceeds from the loan were distributed to the Company in accordance with the terms of the joint venture agreement and were used to reduce the outstanding balances on the Company's credit facilities. The Company has guaranteed 100% of the loan.
(10)
Net proceeds from the loan, plus cash on hand, were used to retire a $39,379 loan that was scheduled to mature in March 2012.
(11)
The construction loan was extended and modified to remove a 1% LIBOR floor and reduce the capacity from $98,883 to $64,950. The joint venture paid $3,332 to reduce the outstanding balance on the loan to the new capacity amount. There is a one-year extension option on the loan, which is at the joint venture's election, for an outside maturity date of March 2015. The Company has guaranteed 100% of the construction loan. See Note (3) above for information on the extension and modification of this loan in December 2013.
All of the debt on the Properties owned by the unconsolidated affiliates listed above is non-recourse, except for West Melbourne, Port Orange, High Pointe Commons, Gulf Coast - Phase III and Fremaux. See Note 14 for a description of guarantees the Company has issued related to certain unconsolidated affiliates.
See Note 19 for a subsequent event related to the Fremaux construction loan.
Fremaux Town Center JV, LLC
In January 2013, the Company formed a 65/35 joint venture, Fremaux, to develop, own and operate Fremaux Town Center, a community center development located in Slidell, LA. Construction began in March 2013 on the first phase with completion expected in spring 2014. The partners contributed aggregate initial equity of $20,500, of which the Company's contribution was $18,450. Following the initial formation of Fremaux, all required future contributions will be funded on a 65/35 pro rata basis.

119


Imperial Valley Mall L.P, Imperial Valley Peripheral L.P., Imperial Valley Commons L.P.

In December 2012, the Company acquired the remaining 40.0% interests in Imperial Valley Mall L.P. and Imperial Valley Peripheral L.P., which owns vacant land adjacent to Imperial Valley Mall in El Centro, CA, from its joint venture partner. The results of operations of Imperial Valley Mall L.P. and Imperial Valley Peripheral L.P. through the acquisition date are included in the table above using the equity method of accounting. From the date of acquisition, the results of operations of Imperial Valley Mall L.P. and Imperial Valley Peripheral L.P. are accounted for on a consolidated basis. The Company also acquired the joint venture partner's 40.0% interest in Imperial Valley Commons L.P., a VIE that owns land adjacent to Imperial Valley Mall. Imperial Valley Commons L.P. was consolidated as a VIE as of December 31, 2012 and continues to be accounted for on a consolidated basis as a wholly-owned entity as of December 31, 2013. See Note 3 for further information.

El Paso Outlet Outparcels, LLC

In April 2012, the Company acquired a 50.0% interest in a joint venture, El Paso Outlet Outparcels, LLC, simultaneously with the acquisition of a 75.0% interest in The Outlet Shoppes at El Paso (see Note 3). The Company's investment was $3,864. The remaining 50.0% interest is owned by affiliates of Horizon Group Properties. El Paso Outlet Outparcels, LLC owns land adjacent to The Outlet Shoppes at El Paso. The terms of the joint venture agreement provide that voting rights, capital contributions and distributions of cash flows will be on a pari passu basis in accordance with the ownership percentages.

CBL/T-C, LLC

In October 2011, the Company entered into a joint venture, CBL/T-C with TIAA-CREF. The Company contributed its interests in CoolSprings Galleria and West County Center, as well as a partial interest in Oak Park Mall, and TIAA-CREF contributed cash of $222,242. The contributed interests were encumbered by a total of $359,334 in mortgage loans. CBL/T-C used a portion of the contributed cash to acquire Pearland Town Center and the remaining interest in Oak Park Mall from the Company for an aggregate purchase price, including transaction costs, of $381,730, consisting of $207,410 in cash and the assumption of a mortgage loan of $174,320. The Company received $5,526 of cash from CBL/T-C for reimbursement of pre-formation expenditures. The Company used $204,210 of the proceeds, net of closing costs and expenses, received from these transactions to repay outstanding borrowings on its secured lines of credit.

The Company and TIAA-CREF each own a 50% interest with respect to the CoolSprings Galleria, Oak Park Mall and West County Center Properties. The terms of the joint venture agreement provide that, with respect to these Properties, voting rights, capital contributions and distributions of cash flows will be on a pari passu basis in accordance with ownership percentages. The Company and TIAA-CREF own 88% and 12% interests, respectively, in Pearland Town Center. The terms of the joint venture agreement provide that all major decisions, as defined, pertaining to Pearland Town Center require the approval of holders of 90% of the interests in Pearland Town Center and that capital contributions will be made on a pro rata basis in accordance with ownership percentages. The terms of the joint venture also provide that distributions of cash from Pearland Town Center will be made first to TIAA-CREF until it has received a preferred return equal to 8.0%, second to the Company until it has received a preferred return equal to 8.0% and then to the Company and TIAA-CREF pro rata according to ownership interests. Beginning on the second anniversary of CBL/T-C's formation, after TIAA-CREF receives its preferred return, TIAA-CREF will receive distributions until its aggregate unreturned contributions are reduced to $6,000, before any cash distributions are eligible to be made to the Company. Also beginning on the second anniversary of CBL/T-C's formation, after TIAA-CREF has received its preferred return and its unreturned contributions are reduced to $6,000, and after the Company receives its preferred return, all remaining cash distributions will be made to the Company until its aggregate unreturned contributions are reduced to $44,000. Once the Company's aggregate unreturned contributions are reduced to $44,000, all remaining distributions will be made to the Company and TIAA-CREF on a pro rata basis according to the ownership percentages.

The terms of the joint venture also provide that between the second and third anniversaries of CBL/T-C's formation, the Company may elect to purchase TIAA-CREF's interest in Pearland Town Center for a purchase price equal to the greater of (i) the fair value of TIAA-CREF's interest in Pearland Town Center as determined by an appraisal or (ii) TIAA-CREF's invested capital plus a preferred return equal to 8.0%.

The Company has accounted for the formation of CBL/T-C as the sale of a partial interest in the combined CoolSprings Galleria, Oak Park Mall and West County Center Properties and recognized a gain on sale of real estate of $54,327 in 2011, which included the impact of a reserve for future capital expenditures that the Company must fund related to parking decks at West County Center in the amount of $26,439. The Company recorded its investment in CBL/T-C under the equity method of accounting at $116,397, which represented its combined remaining 50% cost basis in the CoolSprings Galleria, Oak Park Mall and West County Center Properties.


120


The Company determined that CBL/T-C's interest in Pearland Town Center represents a variable interest in such specified assets of a VIE and have accounted for the Pearland Town Center Property separately from the combined CoolSprings Galleria, Oak Park Mall and West County Center Properties discussed above. The Company determined that, because it has the option to acquire TIAA-CREF's interest in Pearland Town Center in the future, it did not qualify as a partial sale and therefore, has accounted for the $18,264 contributed by TIAA-CREF attributable to Pearland Town Center as a financing. This amount is included in mortgage and other indebtedness in the accompanying consolidated balance sheets. Under the financing method, the Company continues to account for Pearland Town Center on a consolidated basis.
 
 Cost Method Investments
The Company owns a 6.2% noncontrolling interest in subsidiaries of Jinsheng Group (“Jinsheng”), an established mall operating and real estate development company located in Nanjing, China. As of December 31, 2013, Jinsheng owns controlling interests in eight home furnishing shopping malls.
Prior to May 2013, the Company also held a secured convertible promissory note secured by 16,565,534 Series 2 Ordinary Shares of Jinsheng (which equated to a 2.275% ownership interest). The secured note was non-interest bearing and was amended by the Company and Jinsheng to extend to May 30, 2013 the Company's right to convert the outstanding amount of the secured note into 16,565,534 Series A-2 Preferred Shares of Jinsheng. The Company exercised its right to demand payment of the note and received payment from Jinsheng in May 2013. See Note 15 for additional information about the secured note.
The Company accounts for its noncontrolling interest in Jinsheng using the cost method because the Company does not exercise significant influence over Jinsheng and there is no readily determinable market value of Jinsheng’s shares since they are not publicly traded. The noncontrolling interest and the secured note are reflected as investment in unconsolidated affiliates in the accompanying consolidated balance sheets.

NOTE 6. MORTGAGE AND OTHER INDEBTEDNESS

Debt of the Company

All of the Company's debt is held directly or indirectly by the Operating Partnership.

CBL is a limited guarantor of the 5.250% senior notes, issued by the Operating Partnership in November 2013, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a limited guarantee of the Operating Partnership's obligations with respect to its unsecured credit facilities and two unsecured term loans as of December 31, 2013.

CBL also has guaranteed 100% of the debt secured by The Promenade in D'Ilberville, MS, which had a balance of $51,300 at December 31, 2013.

121


 
Debt of the Operating Partnership

Mortgage and other indebtedness consisted of the following:
 
December 31, 2013
 
December 31, 2012
 
Amount
 
Weighted
Average
Interest
Rate (1)
 
Amount
 
Weighted
Average
Interest
Rate (1)
Fixed-rate debt:
 
 
 
 
 
 
 
  Non-recourse loans on operating properties (2)
$
3,527,830

 
5.54%
 
$
3,776,245

 
5.42%
Senior unsecured notes (3)
445,374

 
5.25%
 
—

 
—%
Financing method obligation (4)
17,570

 
8.00%
 
18,264

 
8.00%
Total fixed-rate debt
3,990,774

 
5.52%
 
3,794,509

 
5.43%
Variable-rate debt:
 

 
 
 
 

 
 
Non-recourse term loans on operating properties
133,712

 
3.14%
 
123,875

 
3.36%
Recourse term loans on operating properties
51,300

 
1.87%
 
97,682

 
1.78%
Construction loans
2,983

 
2.17%
 
15,366

 
2.96%
Unsecured lines of credit
228,754

 
1.57%
 
475,626

 
2.07%
Secured line of credit (5)
—

 
—%
 
10,625

 
2.46%
Unsecured term loans
450,000

 
1.71%
 
228,000

 
1.82%
Total variable-rate debt
866,749

 
1.91%
 
951,174

 
2.20%
Total
$
4,857,523

 
4.88%
 
$
4,745,683

 
4.79%
 
(1)
Weighted-average interest rate includes the effect of debt premiums (discounts), but excludes amortization of deferred financing costs.
(2)
The Operating Partnership has four interest rate swaps on notional amounts totaling $109,830 as of December 31, 2013 and $113,885 as of December 31, 2012 related to four variable-rate loans on operating Properties to effectively fix the interest rates on the respective loans.  Therefore, these amounts are reflected in fixed-rate debt at December 31, 2013 and 2012.
(3)
In November 2013, the Operating Partnership issued $450,000 of senior unsecured notes in a public offering. The balance at December 31, 2013 includes a discount of $4,626 recorded upon issuance. See below for additional information.
(4)
This amount represents the noncontrolling partner's equity contribution related to Pearland Town Center that is accounted for as a financing due to certain terms of the CBL/T-C joint venture agreement. See Note 5 for further information.
(5)
The Company converted its secured line of credit to an unsecured line of credit in February 2013.

Non-recourse and recourse term loans include loans that are secured by Properties owned by the Company that have a net carrying value of $4,126,555 at December 31, 2013.

Senior Unsecured Notes

In November 2013, the Operating Partnership issued $450,000 of senior unsecured notes that bear interest at 5.250% payable semiannually beginning June 1, 2014 and mature on December 1, 2023 ("the Notes"). The interest rate will be 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 Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days notice to the holders of the Notes to be redeemed. The Notes may be redeemed prior to September 1, 2023 for cash, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed or (2) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate, as defined, plus 0.40%, plus accrued and unpaid interest. On or after September 1, 2023, the Notes are redeemable for cash at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. After deducting underwriting and other offering expenses of $4,152 and a discount of $4,626, the net proceeds from the sale of the Notes was $441,222, which the Operating Partnership used to reduce the outstanding balances on its credit facilities.

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.


122


Wells Fargo Bank NA serves as the administrative agent for a syndicate of financial institutions for our two unsecured $600.0 million credit facilities ("Facility A" and "Facility B") for an aggregate amount of $1.2 billion. Facility A matures in November 2015 and has a one-year extension option for an outside maturity date of November 2016. Facility B matures in November 2016 and has a one-year extension option for an outside maturity date of November 2017. The extension options on both facilities are at the Company's election, subject to continued compliance with the terms of the facilities, and have a one-time extension fee of 0.20% of the commitment amount of each credit facility.

In the first quarter of 2013, the Company amended and restated its $105,000 secured credit facility with First Tennessee Bank, NA. The facility was converted from secured to unsecured with a capacity of $100,000 and a maturity date of February 2016.

Prior to May 14, 2013, borrowings under the three unsecured lines of credit bore interest at LIBOR plus a spread ranging from 155 to 210 basis points based on the Company’s leverage ratio. The Company also paid annual unused facility fees, on a quarterly basis, at rates of either 0.25% or 0.30% based on any unused commitment of each facility. In May 2013, the Company obtained an investment grade rating from Moody's and, effective May 14, 2013, made a one-time irrevocable election to use its credit rating to determine the interest rate on each facility. Under the credit rating election, each facility now bears interest at LIBOR plus a spread of 100 to 175 basis points. In July 2013, the Company received an IDR of BBB- with a stable outlook and a senior unsecured notes rating of BBB- from Fitch. As of December 31, 2013, the Company's interest rate based on its credit ratings from Moody's and Fitch is LIBOR plus 140 basis points. Additionally, the Company pays an annual facility fee that ranges from 0.15% to 0.35% of the total capacity of each facility rather than the unused commitment fees as described above. As of December 31, 2013, the annual facility fee is 0.30%. The three unsecured lines of credit had a weighted-average interest rate of 1.57% at December 31, 2013.

The following summarizes certain information about the Company's unsecured lines of credit as of December 31, 2013:
 
 
Total
Capacity
 
Total
Outstanding
 
Maturity
Date
 
Extended
Maturity
Date
Facility A
$
600,000

 
$
99,371

(1)
November 2015
 
November 2016
First Tennessee
100,000

 
5,000

 
February 2016
 
N/A
Facility B
600,000

 
124,383

(2)
November 2016
 
November 2017
 
$
1,300,000

 
$
228,754

 
 
 
 

(1)
There was an additional $2,000 outstanding on this facility as of December 31, 2013 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.
(2)
There was an additional $617 outstanding on this facility as of December 31, 2013 for letters of credit. Up to $50,000 of the capacity on this facility can be used for letters of credit.

Secured Line of Credit
 
In the first quarter of 2013, the Company amended and restated its $105,000 secured credit facility to convert it to an unsecured credit facility as described above.
    
Unsecured Term Loans
 
In the third quarter of 2013, the Company closed on a five-year $400,000 unsecured term loan. Net proceeds from the term loan were used to reduce outstanding balances on the Company's credit facilities. The loan bears interest at a variable-rate of LIBOR plus 150 basis points based on the Company's current credit ratings and has a maturity date of July 2018. At December 31, 2013, the outstanding borrowings of $400,000 had an interest rate of 1.67%.

In the first quarter of 2013, under the terms of the Company's amended and restated agreement with First Tennessee Bank, NA, the Company obtained a $50,000 unsecured term loan that bears interest at a variable-rate of LIBOR plus 190 basis points and matures in February 2018. At December 31, 2013, the outstanding borrowings of $50,000 had a weighted-average interest rate of 2.07%.

The Company had an unsecured term loan of $228,000 that bore interest at LIBOR plus a margin of 1.50% to 1.80% based on the Company’s leverage ratio, as defined in the loan agreement.  The Company retired the unsecured term loan at its April 2013 maturity date with borrowings from the Company's credit facilities.


123


 Fixed-Rate Debt

As of December 31, 2013, fixed-rate loans on operating Properties bear interest at stated rates ranging from 4.54% to 8.50%. Outstanding borrowings under fixed-rate loans include net unamortized debt premiums of $10,315 that were recorded when the Company assumed debt to acquire real estate assets that was at a net above-market interest rate compared to similar debt instruments at the date of acquisition. Fixed-rate loans on operating Properties generally provide for monthly payments of principal and/or interest and mature at various dates through November 2023, with a weighted average maturity of 4.8 years.
    
The following table presents the fixed-rate loans that are secured by the related Properties, that have been entered into since January 1, 2012:
Date
 
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount
Financed
or Extended (2)
2013 Activity:
 
 
 
 
 
 
October
 
The Outlet Shoppes at Atlanta (3)
 
4.90%
 
November 2023
 
$
80,000

 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
June
 
WestGate Mall (4)
 
4.99%
 
July 2022
 
$
40,000

May
 
Fashion Square Mall (4)
 
4.95%
 
June 2022
 
42,000

May
 
Jefferson Mall (4)
 
4.75%
 
June 2022
 
71,190

May
 
Southpark Mall (5)
 
4.85%
 
June 2022
 
67,000

May
 
CBL Center I and II (6)
 
5.00%
 
June 2022
 
22,000

April
 
Arbor Place (4)
 
5.10%
 
May 2022
 
122,000

March
 
Northwoods Mall (4)
 
5.08%
 
April 2022
 
73,000


(1)
Excludes any extension options.
(2)
Net proceeds were used to reduce the outstanding balances on the Company's credit facilities unless otherwise noted.
(3)
The consolidated joint venture, Atlanta Outlet Shoppes, LLC, closed on the non-recourse loan. Net proceeds from the non-recourse mortgage loan were used to repay a $53,080 recourse construction loan. This Property is owned in a consolidated joint venture and the Company's share of the remaining excess proceeds were used to reduce outstanding balances on the Company's credit facilities.
(4)
The CMBS loan is non-recourse.
(5)
Net proceeds from this CMBS loan were used to retire an existing loan with a balance of $30,763 secured by Southpark Mall and to reduce outstanding balances on the Company's credit facilities.
(6)
The non-recourse loan with an insurance company was used to reduce outstanding balances on the Company's credit facilities, which had been used in April 2012 and February 2012 to retire the outstanding balances on the maturing loans on CBL Centers II and I of $9,078 and $12,818, respectively.

124


    
The Company has repaid the following fixed-rate loans, secured by the related Properties, since January 1, 2012:
Date
 
Property
 

Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid (1)
2013 Activity:
 
 
 
 
 
 
December
 
Northpark Mall
 
5.75%
 
March 2014
 
$
32,684

June
 
Mid Rivers Mall (2)
 
5.88%
 
May 2021
 
88,410

April
 
South County Center (3)
 
4.96%
 
October 2013
 
71,740

January
 
Westmoreland Mall
 
5.05%
 
March 2013
 
63,639

 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
October
 
Monroeville Mall
 
5.73%
 
January 2013
 
$
106,895

May
 
Southpark Mall (4)
 
7.00%
 
May 2012
 
30,763

April
 
CBL Center II
 
4.50%
 
February 2013
 
9,078

March
 
Arbor Place, Jefferson Mall, The Landing at Arbor Place, Old Hickory Mall, WestGate Mall
 
6.50%-6.51%
 
July 2012
 
180,022

February
 
CBL Center I
 
6.25%
 
August 2012
 
12,818

February
 
The Courtyard at Hickory Hollow, Hickory Hollow Mall (5)
 
6.00%
 
October 2018
 
25,962

February
 
Fashion Square Mall, Northwoods Mall, Randolph Mall, Regency Mall
 
6.50%-6.51%
 
July 2012
 
141,235

January
 
Massard Crossing, Pemberton Plaza, Willowbrook Plaza (5)
 
7.54%
 
February 2012
 
34,349


(1)
The Company retired the loans with borrowings from its credit facilities unless otherwise noted.
(2)
The Company recorded an $8,936 loss on extinguishment of debt, which consisted of a $8,708 prepayment fee and $228 of unamortized debt issuance costs.
(3)
The Company recorded a loss on extinguishment of debt of $172 from the write-off of an unamortized discount.
(4)
Proceeds from a new loan on Southpark Mall that closed in May 2012 were used to retire the existing loan.
(5)
Hickory Hollow Mall, Massard Crossing and Willowbrook Plaza were sold and are included in discontinued operations. See Note 4 for further information.
    
In the third quarter of 2013, the lender of the non-recourse mortgage loan secured by Citadel Mall in Charleston, SC sent a formal notice of default and initiated foreclosure proceedings. Citadel Mall generates insufficient income levels to cover the debt service on the mortgage, which had a balance of $68,169 at December 31, 2013 and a contractual maturity date of April 2017. In the second quarter of 2013, the lender on the loan began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. A foreclosure sale occurred in January 2014. See Note 19 for additional information.
During the third quarter of 2012, the Company retired a $44,480 loan, which was secured by a regional mall, with borrowings from the Company's credit facilities. The loan was scheduled to mature in 2012. The Company recorded a gain on extinguishment of debt of $178 related to the early retirement of this debt.
In the first quarter of 2012, the lender of the non-recourse mortgage loan secured by Columbia Place in Columbia, SC notified the Company that the loan had been placed in default. Columbia Place generates insufficient income levels to cover the debt service on the mortgage, which had a balance of $27,265 at December 31, 2013, and a contractual maturity date of September 2013. The lender on the loan receives the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. The Property is currently in the foreclosure process.
See Note 19 for information related to an operating Property loan that was placed in default subsequent to December 31, 2013.

Variable-Rate Debt
 
Recourse term loans for the Company’s operating Properties bear interest at variable interest rates indexed to the LIBOR rate. At December 31, 2013, interest rates on such recourse loans varied from 1.87% to 3.25%. These loans mature at various dates from December 2014 to December 2016, with a weighted average maturity of 2.42 years, and several have extension options of up to two years.

125



The following table presents the variable-rate loans that are secured by the related Properties that have been entered into since January 1, 2012:
Date
 
Property
 
Stated
Interest
Rate
 
Maturity Date (1)
 
Amount Financed
or Extended (2)
2013 Activity:
 
 
 
 
 
 
June
 
Statesboro Crossing (3)
 
LIBOR + 1.8%
 
June 2016
 
$
11,400

 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
April
 
Statesboro Crossing (4)
 
LIBOR + 1.0%
 
February 2013
 
$
13,568

(1)
Excludes any extension options.
(2)
Proceeds were used to reduce the balances on the Company's credit facilities unless otherwise noted.
(3)
The non-recourse loan has two one-year extension options, which are at the Company's option, for an outside maturity date of June 2018.
(4)
The recourse loan was extended and modified to reduce the capacity from $20,911 to equal the outstanding balance of $13,568 and extend the maturity date.
    
The Company has repaid the following variable-rate loans that were secured by the related Properties, since January 1, 2012:
Date
 
Property
 

Interest
Rate at
Repayment Date
 
Scheduled
Maturity Date
 
Principal
Balance
Repaid (1)
2013 Activity:
 
 
 
 
 
 
September
 
The Forum at Grandview
 
3.19%
 
September 2013
 
$
10,200

July
 
Alamance Crossing West
 
3.20%
 
December 2013
 
16,000

February
 
Statesboro Crossing
 
1.21%
 
February 2013
 
13,460

 
 
 
 
 
 
 
 
 
2012 Activity:
 
 
 
 
 
 
September
 
RiverGate Mall
 
3.47%
 
September 2012
 
$
77,500


(1)
The Company retired the loans with borrowings from its credit facilities.

See Note 19 for information on an operating Property loan that was retired subsequent to December 31, 2013.

Construction Loans

2013 Activity

In the fourth quarter of 2013, the Company retired a $53,080 variable-rate recourse construction loan, secured by The Outlet Shoppes at Atlanta, with proceeds from a $80,000 non-recourse mortgage loan.

In August 2013, Louisville Outlet Shoppes, LLC obtained a construction loan for the development of The Outlet Shoppes at Louisville in Louisville, KY that allows for borrowings up to $60,200 and bears interest at LIBOR plus 200 basis points. The loan matures in August 2016 and has two one-year extension options, which are at the consolidated joint venture's election, for an outside maturity date of August 2018. The Company has guaranteed 100% of the loan. The construction loan had an outstanding balance of $2,983 at December 31, 2013.
 
2012 Activity
In the third quarter of 2012, the Company retired a $2,023 land loan, secured by The Forum at Grandview in Madison, MS, with borrowings from the Company's secured credit facilities. The loan was scheduled to mature in September 2012.
In the second quarter of 2012, the Company entered into a 75%/25% joint venture, Atlanta Outlet Shoppes, LLC, with a third party to develop, own and operate The Outlet Shoppes at Atlanta, an outlet center development located in Woodstock, GA.

126


In August 2012, the joint venture closed on a construction loan with a maximum capacity of $69,823 that bears interest at LIBOR plus a margin of 275 basis points. The loan matures in August 2015 and has two one-year extensions available, which are at the joint venture's option. The loan was retired in the fourth quarter of 2013. The Company had guaranteed 100% of this loan.

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 net worth requirements, 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 covenants and restrictions at December 31, 2013.

Unsecured Lines of Credit and Unsecured Term Loans

The following presents the Company's compliance with key covenant ratios, as defined, of the credit facilities and term loans as of December 31, 2013:

Ratio
 
Required
 
Actual
Debt to total asset value
 
< 60%
 
51.6%
Ratio of unencumbered asset value to unsecured indebtedness
 
> 1.60x
 
2.51x
Ratio of unencumbered NOI to unsecured interest expense
 
> 1.75x
 
6.15x
Ratio of EBITDA to fixed charges (debt service)
 
> 1.50x
 
2.20x
 
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 for 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. Prior to the Company obtaining an investment grade rating in May 2013, the obligations of the Company under the agreements were unconditionally guaranteed, jointly and severally, by any subsidiary of the Company to the extent such subsidiary was a material subsidiary and was not otherwise an excluded subsidiary, as defined in the agreements. Once the Company obtained an investment grade rating, guarantees by material subsidiaries were no longer required by the agreements.

Senior Unsecured Notes

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes as of December 31, 2013:

Ratio
 
Required
 
Actual
Total debt to total assets
 
< 60%
 
54.7%
Secured debt to total assets
 
<45% (1)
 
41.3%
Total unencumbered assets to unsecured debt
 
>150%
 
244.9%
Consolidated income available for debt service to annual debt service charge
 
> 1.50x
 
3.20x

(1)
On January 1, 2020 and thereafter, secured debt to total assets must be less than 40%.

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 building, are owned by special purpose entities that are included in the Company’s consolidated financial statements. The

127


sole business purpose of the special purpose entities is to own and operate these Properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these Properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

Scheduled Principal Payments
 
As of December 31, 2013, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and lines of credit, are as follows:
 
2014
$
284,205

2015
631,704

2016
922,095

2017
552,514

2018
671,936

Thereafter
1,789,380

 
4,851,834

Net unamortized premiums
5,689

 
$
4,857,523


Of the $284,205 of scheduled principal payments in 2014, $164,700 relates to the maturing principal balances of two operating Property loans, $17,570 relates to the financing method obligation associated with Pearland Town Center, $74,670 represents scheduled principal amortization and $27,265 relates to the principal balance of one operating Property loan secured by Columbia Place with a maturity date of September 2013. One maturing operating Property loan with a principal balance of $51,300 outstanding as of December 31, 2013 has an extension available at the Company’s option, leaving one loan maturity in 2014 of $113,400 that the Company intends to retire or refinance.  The servicer for the loan secured by Columbia Place is proceeding with foreclosure which the Company anticipates will occur during the second quarter of 2014. Subsequent to December 31, 2013, the Company retired one operating Property loan secured by St. Clair Square, with a balance of $122,375 as of December 31, 2013, which was scheduled to mature in 2016.
 
The Company has extension options available at its election, subject to continued compliance with the terms of the facilities, related to the maturities of its unsecured credit facilities. The credit facilities may be used to retire loans maturing in 2014 as well as to provide additional flexibility for liquidity purposes.
 
Interest Rate Hedging Instruments
The Company records its 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 are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish these objectives, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.
The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in AOCI/L and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
In the first quarter of 2012, the Company entered into a $125,000 interest rate cap agreement (amortizing to $122,375) to hedge the risk of changes in cash flows on the borrowings of one of its Properties equal to the cap notional. The interest rate cap protected the Company from increases in the hedged cash flows attributable to overall changes in 3-month LIBOR above the strike rate of the cap on the debt. The strike rate associated with the interest rate cap was 5.0%. The cap matured in January 2014.

128


As of December 31, 2013, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
 
Interest Rate
Derivative
 
Number of
Instruments
 
Notional
Amount
Interest Rate Cap
 
1
 
$
122,375

Interest Rate Swaps
 
4
 
$
109,830

 

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 as of December 31, 2013 and 2012:
 
Instrument Type
 
Location in
Consolidated
Balance Sheet
 
Notional
Amount
 
Designated
Benchmark
Interest
Rate
 
Strike
Rate
 
Fair Value at 12/31/13
 
Fair Value at 12/31/12
 
Maturity
Date
Cap
 
Intangible lease assets
and other assets
 
$ 122,375
(amortizing
to $122,375)
 
3-month
LIBOR
 
5.000
%
 
$
—

 
$
—

 
Jan 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 53,093
(amortizing
to $48,337)
 
1-month
LIBOR
 
2.149
%
 
$
(1,915
)
 
$
(2,775
)
 
Apr 2016
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 33,243
(amortizing
to $30,276)
 
1-month
LIBOR
 
2.187
%
 
(1,226
)
 
(1,776
)
 
Apr 2016
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 12,427
(amortizing
to $11,313)
 
1-month
LIBOR
 
2.142
%
 
(446
)
 
(647
)
 
Apr 2016
Pay fixed/ Receive
   variable Swap
 
Accounts payable and
accrued liabilities
 
$ 11,067
(amortizing
to $10,083)
 
1-month
LIBOR
 
2.236
%
 
(420
)
 
(607
)
 
Apr 2016
 
 
 
 
 
 
 
 
 
 
$
(4,007
)
 
$
(5,805
)
 
 
 
Hedging Instrument
 
Gain (Loss) Recognized in OCI/L
(Effective Portion)
 
Location of Losses Reclassified from AOCI/L into Earnings (Effective Portion)
 
Loss Recognized in Earnings
(Effective Portion)
 
Location of Gain (Loss) Recognized in Earnings (Ineffective Portion)
 
Gain
Recognized in
Earnings
(Ineffective Portion)
 
2013
2012
2011
 
 
2013
2012
2011
 
 
2013
2012
2011
Interest rate contracts
 
$
1,815

$
(207
)
$
(5,521
)
 
Interest Expense
 
$
(2,297
)
$
(2,267
)
$
(1,904
)
 
Interest Expense
 
$
—

$
—

$
—

 
As of December 31, 2013, the Company expects to reclassify approximately $2,118 of losses currently reported in AOCI to interest expense within the next twelve months due to the amortization of its outstanding interest rate contracts.  Fluctuations in fair values of these derivatives between December 31, 2013 and the respective dates of termination will vary the projected reclassification amount.
See Notes 2 and 15 for additional information regarding the Company’s interest rate hedging instruments.


NOTE 7. SHAREHOLDERS’ EQUITY AND PARTNERS' CAPITAL
 
Common Stock and Common Units

The Company's authorized common stock consists of 350,000,000 shares at $0.01 par value per share. The Company had 170,048,144 and 161,309,652 shares of common stock issued and outstanding as of December 31, 2013 and 2012, respectively.


129


Partners in the Operating Partnership hold their ownership through common and special common units of limited partnership interest, hereinafter referred to as "common units." A common unit and a share of CBL's common stock have essentially the same economic characteristics, as they effectively participate equally in the net income and distributions of the Operating Partnership. For each share of common stock issued by CBL, the Operating Partnership has issued a corresponding number of common units to CBL in exchange for the proceeds from the stock issuance. The Operating Partnership had 199,593,731 and 190,855,239 common units outstanding as of December 31, 2013 and 2012, respectively.

Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of CBL's common stock, or at CBL's election, their cash equivalent. When an exchange for common stock occurs, CBL assumes the limited partner's common units in the Operating Partnership. The number of shares of common stock received by a limited partner of the Operating Partnership upon exercise of its exchange rights will be equal, on a one-for-one basis, to the number of common units exchanged by the limited partner. If CBL elects to pay cash, the amount of cash paid by the Operating Partnership to redeem the limited partner's common units will be based on the five-day trailing average of the trading price at the time of exercise of the shares of common stock that would otherwise have been received by the limited partner in the exchange. Neither the common units nor the shares of common stock of CBL are subject to any right of mandatory redemption.
At-The-Market Equity Program
On March 1, 2013, the Company entered into separate controlled equity offering sales agreements (collectively, the "Sales Agreements") with a number of sales agents to sell shares of the Company's common stock, having an aggregate offering price of up to $300,000, from time to time in ATM 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 will set the parameters for the sales of shares, including the number of shares to be issued, the time period during which sales are to be made and any minimum price below which sales may not be made. The Sales Agreements provide that the sales agents will be entitled to compensation for their services at a mutually agreed commission rate not to exceed 2.0% of the gross proceeds from the sales of shares sold through the ATM program. For each share of common stock issued by the Company, the Operating Partnership issues a corresponding number of common units of limited partnership interest to the Company 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 following table summarizes issuances of common stock sold through the ATM program since inception through December 31, 2013:
 
 
Number of Shares
Settled
 
Gross
Proceeds
 
Net
Proceeds
 
Weighted-average
Sales Price
2013:
 
 
 
 
 
 
 
 
First quarter
 
1,889,105

 
$
44,459

 
$
43,904

 
$
23.53

Second quarter
 
6,530,193

 
167,034

 
165,692

 
25.58

Total
 
8,419,298

 
$
211,493

 
$
209,596

 
$
25.12

The proceeds from these sales were used to reduce the balances on the Company's credit facilities. Since the commencement of the ATM program, the Company has issued 8,419,298 shares of common stock and approximately $88,507 remains available that may be sold under this program. Actual future sales will depend on a variety of factors including but not limited to market conditions, the trading price of the Company's common stock and the Company's capital needs. The Company has no obligation to sell the remaining shares available under the ATM program.
Common Unit Activity
During 2013, no holders of common units exercised their conversion rights.

During 2012, holders of 12,690,628 common units of limited partnership interest in the Operating Partnership exercised their conversion rights. CBL elected to pay cash of $3,965 for 224,628 common units and to issue 12,466,000 shares of common stock in exchange for the remaining common units.

During the 2011, holders of 401,324 common units exercised their conversion rights. CBL elected to pay cash of $5,869 for these units in the first quarter of 2012.


130


Preferred Stock and Preferred Units
The Company's authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. A description of the Company's cumulative redeemable preferred stock is listed below. The Operating Partnership issues an equivalent number of preferred units to CBL in exchange for the contribution of the proceeds from CBL to the Operating Partnership when CBL issues preferred stock. The preferred units generally have the same terms and economic characteristics as the corresponding series of preferred stock.
In October 2012, CBL completed an underwritten public offering of 6,900,000 depositary shares, each representing 1/10th of a share of its newly designated 6.625% Series E Preferred Stock at $25.00 per depositary share. CBL contributed net proceeds from the offering of $166,636, after deducting the underwriting discount and offering expenses to the Operating Partnership in exchange for 690,000 Series E Preferred Units of the Operating Partnership. A portion of the net proceeds from this offering were used to redeem all CBL's Series C Preferred Stock with an aggregate liquidation preference of $115,000 and $891 related to accrued and unpaid dividends for an aggregate redemption amount of $115,891. The remaining net proceeds of $50,745 were used to reduce outstanding balances on the Operating Partnership's credit facilities. The Series E Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series E Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $16.5625 per share ($1.65625 per depositary share) per annum. The Company may not redeem the Series E Preferred Stock before October 12, 2017, except in limited circumstances to preserve CBL's REIT status or in connection with a change of control. On or after October 12, 2017, the Company may, at its option, redeem the Series E Preferred Stock in whole at any time or in part from time to time by paying $25.00 per depositary share, plus any accrued and unpaid dividends up to, but not including, the date of redemption. The Series E Preferred Stock generally has no stated maturity and will not be subject to any sinking fund or mandatory redemption. The Series E Preferred Stock is not convertible into any of the Company's securities, except under certain circumstances in connection with a change of control. Owners of the depositary shares representing Series E Preferred Stock generally have no voting rights except under dividend default.
The Company had 18,150,000 depositary shares, each representing 1/10th of a share of the Company's 7.375% Series D Preferred Stock with a par value of $0.01 per share, outstanding as of December 31, 2013 and 2012. The Series D Preferred Stock has a liquidation preference of $250.00 per share ($25.00 per depositary share). The dividends on the Series D Preferred Stock are cumulative, accrue from the date of issuance and are payable quarterly in arrears at a rate of $18.4375 per share ($1.84375 per depositary share) per annum. The Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and is not convertible into any other securities of the Company. The Company may redeem shares, in whole or in part, at any time for a cash redemption price of $250.00 per share ($25.00 per depositary share) plus accrued and unpaid dividends.
On November 5, 2012, the Company redeemed all 460,000 Series C Shares and all outstanding depositary shares, each representing 1/10th of a Series C Share for $115,891. The Company recorded a charge to preferred dividends of $3,773 upon redemption to write off direct issuance costs related to the Series C Shares and underlying depositary shares.

Dividends - CBL
 
CBL paid first, second and third quarter 2013 cash dividends on its common stock of $0.23 per share on April 16th, July 16th and October 16th 2013, respectively.  On November 25, 2013, CBL's Board of Directors declared a fourth quarter cash dividend of $0.245 per share that was paid on January 15, 2014, to shareholders of record as of December 30, 2013. The dividend declared in the fourth quarter of 2013, totaling $41,662, is included in accounts payable and accrued liabilities at December 31, 2013.  The total dividend included in accounts payable and accrued liabilities at December 31, 2012 was $35,485.


131


The allocations of dividends declared and paid for income tax purposes are as follows:
 
 
Year Ended December 31,
 
2013
 
2012
 
2011
Dividends declared:
 
 
 
 
 
Common stock
$
0.98

 
$
0.83

 
$
0.84

Series C preferred stock
$
—

 
$
14.53

(1) 
$
19.38

Series D preferred stock
$
18.44

 
$
18.44

 
$
18.44

Series E preferred stock
$
16.56

 
$
3.91

(2) 
$
—

 
 
 
 
 
 
Allocations:
 

 
 

 
 

Common stock
 

 
 

 
 

Ordinary income
100.00
%
 
100.00
%
 
100.00
%
Capital gains 25% rate
—
%
 
—
%
 
—
%
Return of capital
—
%
 
—
%
 
—
%
Total
100.00
%
 
100.00
%
 
100.00
%
 
 
 
 
 
 
Preferred stock (3)
 

 
 

 
 

Ordinary income
100.00
%
 
100.00
%
 
100.00
%
Capital gains 25% rate
—
%
 
—
%
 
—
%
Total
100.00
%
 
100.00
%
 
100.00
%
 
(1)
Represents the three regular quarterly dividends paid in 2012, prior to the redemption on November 5, 2012.
(2)
Represents dividends for the partial quarter covering October 5, 2012 through December 31, 2012.
(3)
The allocations for income tax purposes are the same for each series of preferred stock for each period presented.

Distributions - The Operating Partnership

The Operating Partnership paid first, second and third quarter 2013 cash distributions on its redeemable common units and common units of $0.7322 and $0.2374 per share, respectively, on April 16th, July 16th and October 16th 2013, respectively.  On November 25, 2013, the Operating Partnership declared a fourth quarter cash distribution on its redeemable common units and common units of $0.7322 of $0.2552 per share, respectively, that was paid on January 15, 2014. The distribution declared in the fourth quarter of 2013, totaling $8,861, is included in accounts payable and accrued liabilities at December 31, 2013.  The total dividend included in accounts payable and accrued liabilities at December 31, 2012 was $8,205.

NOTE 8. REDEEMABLE INTERESTS AND NONCONTROLLING INTERESTS
 
Redeemable Noncontrolling Interests and Noncontrolling Interests of the Company

Partnership Interests in the Operating Partnership that Are Not Owned by the Company
 
The common units that the Company does not own are reflected in the Company's consolidated balance sheets as redeemable noncontrolling interest and noncontrolling interests in the Operating Partnership.
  
Series S Special Common Units

Redeemable noncontrolling interest includes a noncontrolling partnership interest in the Operating Partnership for which the partnership agreement includes redemption provisions that may require the Operating Partnership to redeem the partnership interest for real property.  In July 2004, the Operating Partnership issued 1,560,940 Series S special common units (“S-SCUs”), all of which are outstanding as of December 31, 2013, in connection with the acquisition of Monroeville Mall. Under the terms of the Operating Partnership’s limited partnership agreement, the holder of the S-SCUs has the right to exchange all or a portion of its partnership interest for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. The holder has the additional right to, at any time after the seventh anniversary of the issuance of the S-SCUs, require the Operating Partnership to acquire a qualifying property and distribute it to the holder in exchange for the S-SCUs. Generally, the acquisition price of the qualifying property cannot be more than the lesser of the consideration that would be received in a normal exchange, as discussed above, or $20,000, subject to certain limited exceptions.  Should the consideration that would be received in a normal exchange exceed the maximum property acquisition price as described in the preceding sentence, the excess portion of its partnership

132


interest could be exchanged for shares of the Company’s stock or, at the Company’s election, their cash equivalent.  The S-SCUs received a minimum distribution of $2.53825 per unit per year for the first five years, and receive a minimum distribution of $2.92875 per unit per year thereafter.
 
Series L Special Common Units

In June 2005, the Operating Partnership issued 571,700 L-SCUs, all of which are outstanding as of December 31, 2013, in connection with the acquisition of Laurel Park Place. The L-SCUs receive a minimum distribution of $0.7572 per unit per quarter ($3.0288 per unit per year). Upon the earlier to occur of June 1, 2020, or when the distribution on the common units exceeds $0.7572 per unit for four consecutive calendar quarters, the L-SCUs will thereafter receive a distribution equal to the amount paid on the common units. In December 2012, the Operating Partnership issued 622,278 common units valued at $14,000 to acquire the remaining 30% noncontrolling interest in Laurel Park Place. The $14,000 value of the noncontrolling interest was recorded as a deferred purchase liability in Accounts Payable and Accrued Liabilities on the Company's consolidated balance sheet upon the original acquisition of Laurel Park Place in 2005.

Series K Special Common Units
 
In November 2005, the Operating Partnership issued 1,144,924 K-SCUs, all of which are outstanding as of December 31, 2013, in connection with the acquisition of Oak Park Mall, Eastland Mall and Hickory Point Mall. The K-SCUs received a dividend at a rate of 6.0%, or $2.85 per K-SCU, for the first year following the close of the transaction and receive a dividend at a rate of 6.25%, or $2.96875 per K-SCU, thereafter. When the quarterly distribution on the Operating Partnership’s common units exceeds the quarterly K-SCU distribution for four consecutive quarters, the K-SCUs will receive distributions at the rate equal to that paid on the Operating Partnership’s common units. At any time following the first anniversary of the closing date, the holders of the K-SCUs may exchange them, on a one-for-one basis, for shares of the Company’s common stock or, at the Company’s election, their cash equivalent.

Series J Special Common Units

During 2011, a holder of 125,100 J-SCU's exercised its conversion rights. The Company was requested to exchange common stock for these units, and elected to do so. Additionally during 2011, the Operating Partnership converted 15,435,754 J-SCUs, which represented all of the outstanding J-SCUs, to common units pursuant to its rights to do so. Prior to the conversion the J-SCUs received a minimum distribution equal to $0.3628125 per unit per quarter ($1.45125 per unit per year), subject to certain adjustments if the distribution on the common units was equal to or less than $0.21875 for four consecutive quarters. After March 31, 2011, the common units issued in the conversion receive a distribution equal to that paid on all other common units.

Outstanding rights to convert redeemable noncontrolling interests and noncontrolling interests in the Operating Partnership to common stock were held by the following parties at December 31, 2013 and 2012:
 
December 31,
 
2013
 
2012
CBL’s Predecessor
18,172,690

 
18,172,690

Third parties
11,372,897

 
11,372,897

 
29,545,587

 
29,545,587


The assets and liabilities allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests are based on their ownership percentages of the Operating Partnership at December 31, 2013 and 2012.  The ownership percentages are determined by dividing the number of common units held by each of the redeemable noncontrolling interest and the noncontrolling interests at December 31, 2013 and 2012 by the total common units outstanding at December 31, 2013 and 2012, respectively.  The redeemable noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 0.8% at December 31, 2013 and 2012.  The noncontrolling interest ownership percentage in assets and liabilities of the Operating Partnership was 14.7% at December 31, 2013 and 2012.
 
Income is allocated to the Operating Partnership’s redeemable noncontrolling interest and noncontrolling interests based on their weighted average ownership during the year. The ownership percentages are determined by dividing the weighted average number of common units held by each of the redeemable noncontrolling interest and noncontrolling interests by the total weighted average number of common units outstanding during the year.
 

133


A change in the number of shares of common stock or common units changes the percentage ownership of all partners of the Operating Partnership.  A common unit is considered to be equivalent to a share of common stock since it generally is exchangeable for shares of the Company’s common stock or, at the Company’s election, their cash equivalent. As a result, an allocation is made between redeemable noncontrolling interest, shareholders’ equity and noncontrolling interests in the Operating Partnership in the Company's accompanying balance sheets to reflect the change in ownership of the Operating Partnership’s underlying equity when there is a change in the number of shares and/or common units outstanding.  During 2013, 2012 and 2011, the Company allocated $4,589, $3,197 and $3,005, respectively, from shareholders’ equity to redeemable noncontrolling interest. During 2013, 2012 and 2011, the Company allocated $29,212, $163 and $2,200, respectively, from shareholders' equity to noncontrolling interest.
 
The total redeemable noncontrolling interest in the Operating Partnership was $28,756 and $33,835 at December 31, 2013 and 2012, respectively.  The total noncontrolling interest in the Operating Partnership was $135,843 and $128,907 at December 31, 2013 and 2012, respectively.

Redeemable Noncontrolling Interests and Noncontrolling Interests in Other Consolidated Subsidiaries
 
Redeemable noncontrolling interests includes the aggregate noncontrolling ownership interest in five of the Company’s other consolidated subsidiaries that is held by third parties and for which the related partnership agreements contain redemption provisions at the holder’s election that allow for redemption through cash and/or properties.  The total redeemable noncontrolling interests in other consolidated subsidiaries was $5,883 and $430,247 at December 31, 2013 and 2012, respectively.
 
The redeemable noncontrolling interests in other consolidated subsidiaries includes the third party interest in the Company’s subsidiary that provides security and maintenance services and also included, prior to their redemption by us in September 2013, the perpetual PJV units issued to Westfield for its preferred interest in CWJV, a Company-controlled entity, consisting of four of the Company’s other consolidated subsidiaries.  Activity related to the redeemable noncontrolling preferred joint venture interest represented by the PJV units is as follows: 
 
Year Ended December 31,
 
2013
 
2012
Beginning Balance
$
423,834

 
$
423,834

Net income attributable to redeemable noncontrolling preferred joint venture interest
14,637

 
20,686

Distributions to redeemable noncontrolling preferred joint venture interest
(19,894
)
 
(20,686
)
Reduction to preferred liquidation value of PJV units
(10,000
)
 
—

Redemption of noncontrolling preferred joint venture interest
(408,577
)
 
—

Ending Balance
$
—

 
$
423,834

 
See Note 14 for additional information regarding the PJV units.
 
The Company had 24 and 26 other consolidated subsidiaries at December 31, 2013 and 2012, respectively, that had noncontrolling interests held by third parties and for which the related partnership agreements either do not include redemption provisions or are subject to redemption provisions that do not require classification outside of permanent equity. The total noncontrolling interests in other consolidated subsidiaries was $19,179 and $63,497 at December 31, 2013 and 2012, respectively.
 
The assets and liabilities allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries are based on the third parties’ ownership percentages in each subsidiary at December 31, 2013 and 2012. Income is allocated to the redeemable noncontrolling interests and noncontrolling interests in other consolidated subsidiaries based on the third parties’ weighted average ownership in each subsidiary during the year.
 
Redeemable Interests and Noncontrolling Interests of the Operating Partnership

The aggregate noncontrolling ownership interest in five of the Company’s other consolidated subsidiaries described above that are reflected as redeemable noncontrolling interest in the Company's consolidated balance sheets is also reflected as redeemable noncontrolling interest in the Operating Partnership's consolidated balance sheets.

The S-SCUs described above that are reflected as redeemable noncontrolling interests in the Company's consolidated balance sheets are reflected as redeemable common units in the Operating Partnership's consolidated balance sheets.


134


The redeemable noncontrolling preferred joint venture interest represented by the PJV units as described above that is reflected as noncontrolling preferred joint venture interest in the Company's consolidated balance sheets is also reflected as redeemable noncontrolling preferred joint venture interest in the Operating Partnership's consolidated balance sheets.

The noncontrolling interests in other consolidated subsidiaries that are held by third parties that are reflected as a component of noncontrolling interests in the Company's consolidated balance sheets comprise the entire amount that is reflected as noncontrolling interests in the Operating Partnership's consolidated balance sheets.

Variable Interest Entities

Triangle Town Member LLC
The Company holds a 50% ownership interest in this joint venture. In 2013, the Company reconsidered the entity’s status, and has determined that its investment in this joint venture represents an interest in a VIE. The entity is under joint control, and therefore the Company continues to account for it as an unconsolidated affiliate using the equity method of accounting. At December 31, 2013 and 2012, this joint venture had total assets of $111,865 and $117,388, respectively, and a mortgage note payable of $179,336 and $183,291, respectively.
JG Gulf Coast Town Center LLC
The Company holds a 50% ownership interest in this joint venture. In 2013, the Company reconsidered the entity’s status, and has determined that its investment in this joint venture represents an interest in a VIE. The entity is under joint control, and therefore the Company continues to account for it as an unconsolidated affiliate using the equity method of accounting. At December 31, 2013 and 2012, this joint venture had total assets of $156,591 and $165,050, respectively, and total notes payable of $197,058 and $197,586, respectively.
West Melbourne I, LLC
The Company holds a 50% ownership interest in this joint venture. In 2013, the Company reconsidered the entity’s status, and has determined that its investment in this joint venture represents an interest in a VIE. The entity is under joint control, and therefore the Company continues to account for it as an unconsolidated affiliate using the equity method of accounting. At December 31, 2013 and 2012, this joint venture had total assets of $84,423 and $84,047, respectively, and total notes payable of $45,541 and $45,352, respectively.
The Promenade D’Iberville, LLC
The Company holds an 85% ownership interest in this joint venture. In 2013, the Company reconsidered the entity’s status, and has determined that its investment in this joint venture represents an interest in a VIE. The Company is the primary beneficiary because of its power to direct the activities of the joint venture that most significantly impact the joint venture’s economic performance as well as the obligation to absorb losses or right to receive benefits from the VIE that could be significant. Therefore, the Company continues to account for the entity on a consolidated basis in the accompanying consolidated financial statements with the interests of the third party reflected as a noncontrolling interest. At December 31, 2013 and 2012, this joint venture had total assets of $93,415 and $103,407, respectively, and a mortgage note payable of $51,300 and$58,000, respectively.
Louisville Outlet Shoppes, LLC

In the second quarter of 2013, the Company entered into a joint venture, Louisville Outlet Shoppes, LLC, with a third party to develop, own and operate The Outlet Shoppes at Louisville located in Simpsonville, KY. Construction began in June
2013 with completion expected in summer 2014. The Company holds a 65% ownership interest in the joint venture. The Company determined that its investment in this joint venture represents an interest in a VIE and that the Company is the primary beneficiary because of its power to direct activities of the joint venture that most significantly impact the joint venture's economic performance as well as the obligation to absorb losses or right to receive benefits from the VIE that could be significant. As a result, the joint venture is presented in the accompanying consolidated financial statements as of December 31, 2013 on a consolidated basis, with the interests of the third party reflected as a noncontrolling interest. At December 31, 2013, this joint venture had total assets of $28,112 and a construction loan with an outstanding balance of $2,983.

Kirkwood Mall Mezz, LLC

In the fourth quarter of 2012, the Company acquired a 49% ownership interest in Kirkwood Mall Mezz, LLC, which owned Kirkwood Mall located in Bismarck, ND. The Company determined that its investment in this joint venture represented

135


an interest in a VIE and that the Company was the primary beneficiary since under the terms of the agreement the Company's equity investment was at risk while the third party had a fixed price for which it would sell its remaining 51% equity interest to the Company. As a result, the joint venture was presented in the accompanying consolidated financial statements as of December 31, 2012 on a consolidated basis, with the interests of the third party reflected as a noncontrolling interest. In accordance with its executed agreement, the Company acquired the remaining 51% interest in April 2013 and assumed $40,368 of non-recourse debt. Following the Company's acquisition of the noncontrolling interest in April 2013, this joint venture is now wholly-owned, and is no longer a VIE.

Gettysburg Outlet Holding, LLC
In the second quarter of 2012, the Company entered into a joint venture, Gettysburg Outlet Center Holding LLC, with a third party to develop, own, and operate The Outlet Shoppes at Gettysburg. The Company holds a 50% ownership interest in this joint venture. The Company determined that its investment in this joint venture represents an interest in a VIE and that the Company is the primary beneficiary since it has the power to direct activities of the joint venture that most significantly impact the joint venture's economic performance as well as the obligation to absorb losses or right to receive benefits from the VIE that could be significant. As a result, the joint venture is presented in the accompanying consolidated financial statements as of December 31, 2013 and 2012 on a consolidated basis, with the interests of the third party reflected as a noncontrolling interest. At December 31, 2013 and 2012, this joint venture had total assets of $41,582 and $45,047, respectively, and a mortgage note payable of $39,437 and $40,170, respectively.
El Paso Outlet Center Holding, LLC
In the second quarter of 2012, the Company entered into a joint venture, El Paso Outlet Center Holding, LLC, with a third party to develop, own, and operate The Outlet Shoppes at El Paso. The Company holds a 75% ownership interest in the joint venture. The Company determined that its investment in this joint venture represents an interest in a VIE and that the Company is the primary beneficiary since it has the power to direct activities of the joint venture that most significantly impact the joint venture's economic performance as well as the obligation to absorb losses or the right to receive benefits from the VIE that could be significant. As a result, the joint venture is presented in the accompanying consolidated financial statements as of December 31, 2013 and 2012 on a consolidated basis, with the interests of the third party reflected as a noncontrolling interest. At December 31, 2013 and 2012, this joint venture had total assets of $114,579 and $121,499, respectively, and a mortgage note payable of $65,465 and $66,367, respectively.

 Imperial Valley Commons, L.P.
 
In the fourth quarter of 2012, the Company completed its acquisition of the 40% noncontrolling interest in Imperial Valley Commons, L.P. The Company previously had a 60% ownership interest in the joint venture with a third party for the potential development of Imperial Valley Commons, a community retail shopping center in El Centro, CA.  The Company determined that its investment represented an interest in a VIE and that the Company was the primary beneficiary since it had the ability to direct the activities of the joint venture that most significantly impacted the joint venture’s economic performance as well as the obligation to absorb losses or right to receive benefits from the VIE that could be significant.  As a result, the joint venture was presented in the accompanying consolidated financial statements as of December 31, 2011 on a consolidated basis, with any interests of the third party reflected as noncontrolling interest.  At December 31, 2011, this joint venture had total assets of $26,680 and was not encumbered. Following the Company's acquisition of the noncontrolling interest in December 2012, this subsidiary is now wholly-owned, and is no longer a VIE.

NOTE 9. MINIMUM RENTS
 
The Company receives rental income by leasing retail shopping center space under operating leases. Future minimum rents are scheduled to be received under non-cancellable tenant leases at December 31, 2013, as follows:

2014
$
605,325

2015
538,039

2016
466,957

2017
395,155

2018
315,861

Thereafter
1,085,988

 
$
3,407,325

 
Future minimum rents do not include percentage rents or tenant reimbursements that may become due.

136


 
NOTE 10. 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.  Interest rates on mortgage and other notes receivable range from 2.7% to 10.0%, with a weighted average interest rate of 6.47% and 7.33% at December 31, 2013 and 2012, respectively. Maturities of these notes receivable range from May 2014 to January 2047.
In the fourth quarter of 2013, the Company received a $7,430 promissory note in conjunction with the sale of a land parcel. The note receivable bears interest of 5.0% and fully amortizes through its maturity date in November 2023. See Note 14 for additional information.
In the second quarter of 2013, Mortgage Holdings, LLC, a subsidiary of the Company, entered into a $2,700 loan agreement with an affiliate of Horizon Group Properties, Inc. ("Horizon"), the Company's noncontrolling interest partner in The Outlet Shoppes at Atlanta. The note receivable bears interest of 7.0% through its maturity date in May 2015 and is secured by Horizon's interest in The Outlet Shoppes at Atlanta.
In the first quarter of 2013, Woodstock GA Investments, LLC, a joint venture in which the Company owns a 75.0% interest, received $3,525 of the balance on its $6,581 note receivable with an entity that owns an interest in land in Woodstock, GA, adjacent to the site of The Outlet Shoppes at Atlanta. The loan was made in the second quarter of 2012 and bears interest of 10.0% through its maturity date in May 2014. The loan is secured by the entity's interest in the adjacent land.
In the third quarter of 2011, the Company and a noncontrolling interest investor purchased a mezzanine loan with a face amount of $5,879 for $5,300, which represented a discount of $579. The borrower under the mezzanine loan was an entity that owned The Outlet Shoppes at Gettysburg, an outlet shopping center located in Gettysburg, PA. The loan bore interest at the greater of LIBOR plus 900 basis points or 10% and matured on February 2016. The terms of the mezzanine loan agreement provided that the Company and its noncontrolling interest investor could, subject to approval of the senior lender, convert the mezzanine loan into equity of the borrower. Upon conversion, the Company and noncontrolling investor would own 50.0% and 12.6%, respectively, of the borrower. The terms also provided that the Company could elect to acquire an additional 10% interest in the borrower for a total interest of 60%. In the second quarter of 2012, the Company and its noncontrolling interest partner exercised their rights under the terms of the agreement with the borrower and converted the mezzanine loan into a member interest in the outlet shopping center. See Note 3 for additional information.
In the fourth quarter of 2011, the Company entered into a loan agreement pursuant to which the Company loaned $9,150 to an entity that owned The Outlet Shoppes at El Paso, an outlet shopping center located in El Paso, TX. The note receivable bore interest of 13.0% through June 2013, and thereafter, at the greater of 13.0% or LIBOR plus 900 basis points. The loan matured upon the earlier of (i) 60 days prior to the maturity date of the senior loan on the outlet shopping center or (ii) the date on which the senior loan was fully repaid. The terms of the loan agreement provided that if the Company did not elect to acquire a 75% interest in the borrower, the Company could convert the loan into a non-voting common interest in the borrower, subject to the approval of the senior lender. In the second quarter of 2012, the Company acquired a 75.0% interest in the outlet shopping center and the borrower used a portion of the proceeds to repay the $9,150 mezzanine loan to the Company. See Note 3 for additional information.

The Company reviews its mortgage and other notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances.  Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. As of December 31, 2013, the Company believes that its mortgage and other notes receivable balance of $30,424 is fully collectable.


137



NOTE 11. SEGMENT INFORMATION
 
The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short- and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2. Information on the Company’s reportable segments is presented as follows, restated for discontinued operations in all periods presented:
Year Ended December 31, 2013
 
Malls
 
Associated
Centers
 
Community
Centers
 
All
Other (1)
 
Total
Revenues
 
$
930,081

 
$
41,726

 
$
17,937

 
$
63,881

 
$
1,053,625

Property operating expenses (2)
 
(300,172
)
 
(10,298
)
 
(3,568
)
 
17,831

 
(296,207
)
Interest expense
 
(206,779
)
 
(8,148
)
 
(2,397
)
 
(14,532
)
 
(231,856
)
Other expense
 
—

 
—

 
—

 
(28,826
)
 
(28,826
)
Gain on sales of real estate assets
 
295

 
—

 
452

 
1,233

 
1,980

Segment profit
 
$
423,425

 
$
23,280

 
$
12,424

 
$
39,587

 
$
498,716

Depreciation and amortization expense
 
 

 
 

 
 

 
 

 
(278,911
)
General and administrative expense
 
 

 
 

 
 

 
 

 
(48,867
)
Interest and other income
 
 

 
 

 
 

 
 

 
10,825

Loss on extinguishment of debt
 
 

 
 

 
 

 
 

 
(9,108
)
Loss on impairment
 
 

 
 

 
 

 
 

 
(70,049
)
Gain on investment
 
 
 
 
 
 
 
 
 
2,400

Equity in earnings of unconsolidated affiliates
 
 

 
 

 
 

 
 

 
11,616

Income tax provision
 
 

 
 

 
 

 
 

 
(1,305
)
Income from continuing operations
 
 

 
 

 
 

 
 

 
$
115,317

Total assets
 
$
5,917,437

 
$
274,234

 
$
222,576

 
$
371,724

 
$
6,785,971

Capital expenditures (3)
 
$
203,210

 
$
10,718

 
$
8,052

 
$
126,803

 
$
348,783


Year Ended December 31, 2012
 
Malls
 
Associated
Centers
 
Community
Centers
 
All
Other (1)
 
Total
Revenues
 
$
901,249

 
$
40,212

 
$
13,361

 
$
48,021

 
$
1,002,843

Property operating expenses (2)
 
(286,919
)
 
(9,933
)
 
(3,219
)
 
23,317

 
(276,754
)
Interest expense
 
(214,216
)
 
(8,449
)
 
(2,517
)
 
(17,175
)
 
(242,357
)
Other expense
 
(12
)
 
—

 
—

 
(25,066
)
 
(25,078
)
Gain on sales of real estate assets
 
1,188

 
202

 
608

 
288

 
2,286

Segment profit
 
$
401,290

 
$
22,032

 
$
8,233

 
$
29,385

 
460,940

Depreciation and amortization expense
 
 

 
 

 
 

 
 

 
(255,460
)
General and administrative expense
 
 

 
 

 
 

 
 

 
(51,251
)
Interest and other income
 
 

 
 

 
 

 
 

 
3,953

Gain on extinguishment of debt
 
 
 
 
 
 
 
 
 
265

Loss on impairment of real estate
 
 
 
 
 
 
 
 
 
(24,379
)
Gain on investment
 
 

 
 

 
 

 
 

 
45,072

Equity in earnings of unconsolidated affiliates
 
 
 
 

 
 

 
 

 
8,313

Income tax provision
 
 

 
 

 
 

 
 

 
(1,404
)
Income from continuing operations
 
 

 
 

 
 

 
 

 
$
186,049

Total assets
 
$
6,213,801

 
$
302,225

 
$
203,261

 
$
370,449

 
$
7,089,736

Capital expenditures (3)
 
$
608,190

 
$
6,630

 
$
13,884

 
$
76,319

 
$
705,023

 

138


Year Ended December 31, 2011
 
Malls
 
Associated
Centers
 
Community
Centers
 
All
Other (1)
 
Total
Revenues
 
$
922,529

 
$
38,909

 
$
12,036

 
$
46,425

 
$
1,019,899

Property operating expenses (2)
 
(294,937
)
 
(9,687
)
 
(3,122
)
 
22,784

 
(284,962
)
Interest expense
 
(229,056
)
 
(8,516
)
 
(4,478
)
 
(20,558
)
 
(262,608
)
Other expense
 
—

 
(400
)
 
—

 
(28,498
)
 
(28,898
)
Gain on sales of real estate assets
 
57,621

 
301

 
1,193

 
281

 
59,396

Segment profit
 
$
456,157

 
$
20,607

 
$
5,629

 
$
20,434

 
502,827

Depreciation and amortization expense
 
 

 
 

 
 

 
 

 
(261,562
)
General and administrative expense
 
 

 
 

 
 

 
 

 
(44,751
)
Interest and other income
 
 

 
 

 
 

 
 

 
2,578

Gain on extinguishment of debt
 
 

 
 

 
 

 
 

 
1,029

Loss on impairment of real estate
 
 

 
 

 
 

 
 

 
(51,304
)
Equity in earnings of unconsolidated affiliates
 
 
 
 

 
 

 
 

 
6,138

Income tax benefit
 
 

 
 

 
 

 
 

 
269

Income from continuing operations 
 
 

 
 

 
 

 
 

 
$
155,224

Total assets
 
$
5,954,414

 
$
308,858

 
$
265,675

 
$
190,481

 
$
6,719,428

Capital expenditures (3)
 
$
265,478

 
$
213,364

 
$
21,452

 
$
16,984

 
$
517,278


(1)
The All Other category includes mortgage and other notes receivable, office buildings, the Management Company and the Company’s subsidiary that provides security and maintenance services.
(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.



139


NOTE 12. SUPPLEMENTAL AND NONCASH INFORMATION
 
The Company paid cash for interest, net of amounts capitalized, in the amount of $223,793, $233,220 and $265,430 during 2013, 2012 and 2011, respectively.
 
The Company’s noncash investing and financing activities for 2013, 2012 and 2011 were as follows:
 
2013
 
2012
 
2011
Accrued dividends and distributions payable
$
50,523

 
$
43,689

 
$
41,717

Additions to real estate assets accrued but not yet paid
20,625

 
22,468

 
21,771

Reduction to preferred liquidation value of PJV units
10,000

 
—

 
—

Discount on issuance of 5.250% Senior Notes due 2023
(4,626
)
 
—

 
—

Trade-in allowance - aircraft
2,800

 
—

 
—

Notes receivable from sale of land
7,430

 
—

 
—

Issuance of noncontrolling interests in Operating Partnership
—

 
14,000

 
—

Conversion of Operating Partnership units to common stock
—

 
59,738

 
729

Addition to real estate assets from conversion of note receivable
—

 
4,522

 
—

Assumption of mortgage notes payable in acquisitions
—

 
220,634

 
—

Consolidation of joint venture:
 
 
 

 
 

Decrease in investment in unconsolidated affiliates
—

 
(15,643
)
 
—

Increase in real estate assets
—

 
111,407

 
—

Increase in intangible lease and other assets
—

 
18,426

 
—

Increase in mortgage and other indebtedness
—

 
54,169

 
—

Deconsolidation of joint ventures:
 
 
 

 
 

Decrease in real estate assets
—

 
—

 
365,971

Decrease in intangible lease and other assets
—

 
—

 
26,798

Decrease in mortgage notes payable
—

 
—

 
(266,224
)
Increase in investment in unconsolidated affiliates
—

 
—

 
(123,651
)
Decrease in accounts payable and accrued liabilities
—

 
—

 
(4,395
)
Additions to real estate assets from forgiveness of mortgage note receivable
—

 
—

 
2,235

 
NOTE 13. RELATED PARTY TRANSACTIONS
 
Certain executive officers of the Company and members of the immediate family of Charles B. Lebovitz, Chairman of the Board of the Company, collectively have a significant noncontrolling interest in EMJ, a construction company that the Company engaged to build substantially all of the Company’s development Properties. The Company paid approximately $27,106, $49,153 and $59,668 to EMJ in 2013, 2012 and 2011, respectively, for construction and development activities. The Company had accounts payable to EMJ of $2,345 and $2,096 at December 31, 2013 and 2012, respectively.
 
Certain executive officers of the Company also collectively had a significant noncontrolling interest in Electrical and Mechanical Group, Inc. (“EMG”), a company to which EMJ subcontracted a portion of its services for the Company.  The Company had also engaged EMG directly for certain services. EMJ paid approximately $15 and $981 to EMG in 2012 and 2011, respectively, for such subcontracted services. The Company paid approximately, $0 and $86, respectively, directly to EMG in 2012 and 2011 for services which EMG performed directly for the Company. EMG was dissolved in 2012.

The Management Company provides management, development and leasing services to the Company’s unconsolidated affiliates and other affiliated partnerships. Revenues recognized for these services amounted to $7,886, $7,531 and $4,822 in 2013, 2012 and 2011, respectively.
 
NOTE 14. 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

140


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. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.
 
On March 11, 2010, TPD, a subsidiary of the Company, filed the Mississippi Case, against M Hanna, Gallet & Associates, Inc., LA Ash, Inc., EMJ and JEA (f/k/a Jacksonville Electric Authority), seeking damages for alleged property damage and related damages occurring at a shopping center development in D'Iberville, Mississippi. EMJ filed an answer and counterclaim denying liability and seeking to recover from TPD the retainage of approximately $327 allegedly owed under the construction contract. Kohl's was granted permission to intervene in the Mississippi Case and, on April 13, 2011, filed a cross-claim against TPD alleging that TPD is liable to Kohl's for unspecified damages resulting from the actions of the defendants and for the failure to perform the obligations of TPD under a Site Development Agreement with Kohl's. Kohl's also made a claim against the Company based on the Company's guarantee of the performance of TPD under the Site Development Agreement. Although, based on information currently available, the Company believes the likelihood of an unfavorable outcome related to the claims made by EMJ and Kohl's against the Company in connection with the Mississippi case is remote, the Company is providing disclosure of this litigation due to the related party relationship between the Company and EMJ described below. In August 2013, TPD received a partial settlement of $8,240 from certain of the defendants in the Mississippi Case described above. Litigation continues with other defendants in the matter, and trial is scheduled for the September 2014 jury term. See Note 19 for information on a partial settlement received subsequent to December 31, 2013.
TPD also has filed claims under several insurance policies in connection with this matter, and there are three pending lawsuits relating to insurance coverage. On October 8, 2010, First Mercury filed an action in the United States District Court for the Eastern District of Texas against M Hanna and TPD seeking a declaratory judgment concerning coverage under a liability insurance policy issued by First Mercury to M Hanna. That case was dismissed for lack of federal jurisdiction and refiled in Texas state court. On June 13, 2011, TPD filed the Tennessee Case against National Union and EMJ seeking a declaratory judgment regarding coverage under a liability insurance policy issued by National Union to EMJ and recovery of damages arising out of National Union's breach of its obligations. In March 2012, Zurich American and Zurich American of Illinois, which also have issued liability insurance policies to EMJ, intervened in the Tennessee Case and the case was set for trial on October 29, 2013 but, currently, the trial date has been extended while the parties mediate the case. The first mediation session took place on January 14-15, 2014, and the second session is scheduled for March 18-19, 2014. On February 14, 2012, TPD filed claims in the United States District Court for the Southern District of Mississippi against Factory Mutual Insurance Company and Federal Insurance Company seeking a declaratory judgment concerning coverage under certain builders risk and property insurance policies issued by those respective insurers to the Company.
Certain executive officers of the Company and members of the immediate family of Charles B. Lebovitz, Chairman of the Board of the Company, collectively have a significant noncontrolling interest in EMJ, a major national construction company that the Company engaged to build a substantial number of the Company's Properties. EMJ is one of the defendants in the Mississippi Case and in the Tennessee Case described above.
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.
Other Contingencies
In September 2013, the Company redeemed all outstanding perpetual PJV units of its joint venture, CWJV with Westfield using borrowings from the Company's lines of credit. The PJV units, originally issued in 2007 as part of the acquisition of four malls in St. Louis, MO by CWJV, were redeemed for $412,986, which consisted of $408,577 for the PJV units and $4,409 for accrued and unpaid preferred returns. In accordance with the joint venture agreement, the redemption amount represented a $10,000 reduction to the preferred liquidation value of the PJV units of $418,577. The $10,000 reduction has been recorded as an increase in additional paid-in capital of the Company and as an increase to partners' capital of the Operating Partnership.
Prior to the September 2013 redemption, the terms of the joint venture agreement required that CWJV pay an annual preferred distribution at a rate of 5.0% on the preferred liquidation value of the PJV units of CWJV that were held by

141


Westfield.  Westfield had the right to have all or a portion of the PJV units redeemed by CWJV with either cash or property owned by CWJV, in each case for a net equity amount equal to the preferred liquidation value of the PJV units. At any time after January 1, 2013, Westfield could propose that CWJV acquire certain qualifying property that would be used to redeem the PJV units at their preferred liquidation value. If CWJV did not redeem the PJV units with such qualifying property, then the annual preferred distribution rate on the PJV units would increase to 9.0% beginning July 1, 2013.  The Company had the right, but not the obligation, to offer to redeem the PJV units from January 31, 2013 through January 31, 2015 at their preferred liquidation value, plus accrued and unpaid distributions. The Company amended the joint venture agreement with Westfield in September 2012 to provide that, if the Company exercised its right to offer to redeem the PJV units on or before August 1, 2013, then the preferred liquidation value would be reduced by $10,000 so long as Westfield did not reject the offer and the redemption closed on or before September 30, 2013.     

Guarantees
 
The Company may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Company’s investment in the joint venture. The Company may receive a fee from the joint venture for providing the guaranty. Additionally, when the Company issues a guaranty, the terms of the joint venture agreement typically provide that the Company may receive indemnification from the joint venture or have the ability to increase its ownership interest.
 
The Company owned a parcel of land in Lee's Summit, MO that it ground leased to a third party development company that developed and operates a shopping center on the land parcel. The Company had guaranteed 27% of the third party’s loans of which the maximum guaranteed amount represented 27% of the loans' capacity. The Company included an obligation of $192 in the accompanying consolidated balance sheet as of December 31, 2012 to reflect the estimated fair value of the guaranty. In November 2013, the Company sold the land parcel to the third party development company for $22,430. The Company received $15,000 in cash and a promissory note of $7,430 from the third party development company's parent. See Note 10 for additional information about the note receivable. In conjunction with the land sale, the Company's ground lease with the third party development company terminated, releasing the Company from its 27% guaranty, and the Company removed the $192 obligation from its consolidated balance sheet as of December 31, 2013.

 The Company has guaranteed construction and land loans for Phases I and II of West Melbourne, an unconsolidated affiliate in which the Company owns a 50% interest. West Melbourne developed and operates Hammock Landing, a community center in West Melbourne, FL. Both loans were extended and modified in December 2013 and have maturity dates of November 2015 with two one-year extensions. The guaranty on the Phase I construction loan was reduced from 100% to 25% in the fourth quarter of 2013. The total amount outstanding on the Phase I loan at December 31, 2013 was $41,011, of which $10,253 represents the maximum guaranteed amount. The guaranty on the Phase II land loan will be reduced from 100% to 25% once the construction of a Carmike Cinema is complete and the theater is operational. The total amount outstanding on the Phase II loan at December 31, 2013 was $4,530 and the maximum guaranteed amount on the loan is $10,757. The guarantees will expire upon repayment of the debt.  In the accompanying consolidated balance sheets, the Company reduced its obligation of $478 as of December 31, 2012 to $130 as of December 31, 2013 to reflect the estimated fair value of these guarantees.

The Company has guaranteed the construction loan of Port Orange, an unconsolidated affiliate in which the Company owns a 50% interest. Port Orange developed and operates The Pavilion at Port Orange, a community center in Port Orange, FL. In the fourth quarter of 2013, the guaranty was reduced from 100% to 25%. In December 2013, the loan was modified and extended to mature in November 2015 and has two one-year extension options available. The total amount outstanding at December 31, 2013 on the loan was $62,559, of which the maximum guaranteed amount is $15,640 . The guaranty will expire upon repayment of the debt. In the accompanying consolidated balance sheets, the Company reduced its obligation of $961 as of December 31, 2012 to $157 as of December 31, 2013 to reflect the estimated fair value of this guaranty.
 
The Company has guaranteed the lease performance of YTC, an unconsolidated affiliate in which it owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third 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 $16,400 as of December 31, 2013.  The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty.  The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of December 31, 2013 and 2012.

142



In July 2012, the Company guaranteed 100% of a term loan for Gulf Coast, an unconsolidated affiliate in which the Company owns a 50% interest, of which the maximum guaranteed amount is $6,258.  The loan is for the third phase expansion of Gulf Coast Town Center, a shopping center located in Ft. Myers, FL. The total amount outstanding as of December 31, 2013 on the loan was $6,258. The guaranty will expire upon repayment of the debt. The loan matures in July 2015. The Company did not record an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of December 31, 2013 and 2012.
In March 2013, the Company guaranteed 100% of a construction loan for Fremaux, an unconsolidated affiliate in which the Company owns a 65% interest, of which the maximum guaranteed amount is $46,000. The loan is for the development of Fremaux Town Center, a community center located in Slidell, LA. The total amount outstanding at December 31, 2013 on the loan was $25,800. The guaranty will expire upon repayment of the debt. The loan matures in March 2016 and has two one-year extension options for an outside maturity date of March 2018. The Company received a 1% fee for this guaranty when the loan was issued in March 2013 and has included an obligation of $460 in the accompanying consolidated balance sheet as of December 31, 2013 to reflect the estimated fair value of this guaranty.
See Note 19 for subsequent event related to Fremaux.

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 $23,513 and $29,211 at December 31, 2013 and 2012, respectively.
 
Ground Leases
 
The Company is the lessee of land at certain of its Properties under long-term operating leases, which include scheduled increases in minimum rents.  The Company recognizes these scheduled rent increases on a straight-line basis over the initial lease terms.  Most leases have initial terms of at least 20 years and contain one or more renewal options, generally for a minimum of 5- or 10-year periods.  Lease expense recognized in the consolidated statements of operations for 2013, 2012 and 2011 was $1,371, $1,169 and $1,967, respectively.

The future obligations under these operating leases at December 31, 2013, are as follows:

2014
$
766

2015
772

2016
789

2017
789

2018
798

Thereafter
27,657

 
$
31,571

 

NOTE 15. 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 Accounting Standards Codification ("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.

143


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. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.
Fair Value Measurements on a Recurring Basis
The following tables set forth information regarding the Company’s financial instruments that are measured at fair value on a recurring basis in the accompanying consolidated balance sheets as of December 31, 2013 and 2012:
 
 
 
Fair Value Measurements at Reporting Date Using
 
Fair Value at December 31, 2013
 
Quoted Prices in Active Markets
for Identical
Assets (Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant Unobservable
Inputs (Level 3)
Assets:
 
 
 
 
 
 
 
Available-for-sale securities
$
13,973

 
$
13,973

 
$
—

 
$
—

Interest rate cap
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest rate swaps
$
4,007

 
$
—

 
$
4,007

 
$
—

 
 
 
Fair Value Measurements at Reporting Date Using
 
Fair Value at December 31, 2012
 
Quoted Prices in Active Markets
for Identical
Assets (Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant Unobservable
Inputs (Level 3)
Assets:
 
 
 
 
 
 
 
Available-for-sale securities
$
27,679

 
$
16,556

 
$
—

 
$
11,123

Privately-held debt and equity securities
2,475

 
—

 
—

 
2,475

Interest rate cap
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Interest rate swaps
$
5,805

 
$
—

 
$
5,805

 
$
—

The Company recognizes transfers in and out of every level at the end of each reporting period. There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2013 and 2012.
Intangible lease assets and other assets in the consolidated balance sheets include marketable securities consisting of corporate equity securities and bonds that are classified as available-for-sale.  Net unrealized gains and losses on available-for-sale securities that are deemed to be temporary in nature are recorded as a component of AOCI in redeemable noncontrolling interests, shareholders’ equity and partners' capital, and noncontrolling interests.  The Company did not recognize any realized gains or losses related to sales of marketable securities during the year ended December 31, 2013. The Company recognized realized gains of $224 and realized losses of $22 related to sales of marketable securities during the years ended December 31, 2012 and 2011, respectively.  During the years ended December 31, 2013, 2012 and 2011, the Company did not recognize any write-downs for other-than-temporary impairments.  The fair values of the Company’s available-for-sale securities are based on quoted market prices and are classified under Level 1.  Tax increment financing bonds ("TIF bonds") which were classified as Level 3 as of December 31, 2012, were redeemed in January 2013. See Note 2 for a summary of the available-for-sale securities held by the Company.
The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt.  The Company had four interest rate swaps and one interest rate cap as of December 31, 2013 and 2012, that qualify as hedging instruments and are designated as cash flow hedges.  The interest rate cap is included in intangible lease assets and other assets and the interest rate swaps are reflected in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.  The swaps and cap have predominantly met the effectiveness test criteria since inception and changes in their fair values are, thus, primarily reported in OCI/L and are reclassified into earnings in the same period or periods during which the hedged item affects earnings. The fair values of the Company’s interest rate hedges, classified under Level 2,  are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the

144


Company’s credit standing, credit risk of the counterparties and reasonable estimates about relevant future market conditions. See Notes 2 and 6 for additional information regarding the Company’s interest rate hedging instruments.
The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $5,126,300 and $5,058,411 at December 31, 2013 and 2012, 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 mortgage and other indebtedness was $4,857,523 and $4,745,683 at December 31, 2013 and 2012, respectively.
Prior to February 2013, the Company held TIF bonds, which had a 2028 maturity date and were received in a private placement as consideration for infrastructure improvements made by the Company related to the development of a community center. The Company had the intent and ability to hold the TIF bonds through the recovery period. The Company adjusted the bonds to their net realizable value as of December 31, 2012 and they were redeemed in January 2013. Due to the significant unobservable estimates and assumptions used in the valuation of the TIF bonds, such as the forecasted growth in sales and lack of marketability discount, the Company had classified the TIF bonds under Level 3 in the fair value hierarchy.
The following table provides a reconciliation of changes between the beginning and ending balances of the TIF bonds (Level 3):
 
 
Year Ended December 31,
Available-for-sale securities (Level 3):
 
2013
 
2012
Balance, beginning of period
 
$
11,123

 
$
11,829

  Redemption of TIF bonds
 
(11,002
)
 
—

  Reclassification adjustment AOCI
 
—

 
1,542

  Transfer out of Level 3 (1)
 
(121
)
 
(2,248
)
Balance, end of period
 
$
—

 
$
11,123

(1)
The TIF bonds were adjusted to their net realizable value as of December 31, 2012 and redeemed in January 2013. The difference in estimate was recorded as a transfer to long-lived assets.
Prior to May 2013, the Company held a secured convertible promissory note from Jinsheng, in which the Company also holds a cost-method investment. See Note 5 for additional information. The secured convertible note was non-interest bearing and secured by shares of Jinsheng. Since the secured convertible note was non-interest bearing and there was no active market for Jinsheng’s debt, the Company performed a probability-weighted discounted cash flow analysis for its valuation as of December 31, 2012 using various sale, redemption and initial public offering ("IPO") exit strategies. The fair value analysis as of December 31, 2012 forecasted a 0% to 10% reduction in estimated cash flows. Sale and IPO scenarios employed capitalization rates ranging from 10% to 12% which were discounted 20% for lack of marketability. Due to the significant unobservable estimates and assumptions used in the valuation of the note, such as revenue estimates and the lack of marketability discount, the Company had classified it under Level 3 in the fair value hierarchy. The Company exercised its right to demand payment of the note and received $4,875 from Jinsheng in May 2013, recognizing a realized gain of $2,400. The Company had previously recorded a $2,400 other-than-temporary impairment related to the Jinsheng note in 2009 due to China's declining real estate market.
The following table provides a reconciliation of changes between the beginning and ending balances of the Jinsheng note (Level 3):
 
 
Year Ended December 31,
Privately-held debt and equity securities (Level 3):
 
2013
 
2012
Balance, beginning of period
 
$
2,475

 
$
2,475

  Net settlement
 
(4,875
)
 
—

  Realized gain recorded in earnings
 
2,400

 
—

Balance, end of period
 
$
—

 
$
2,475

Fair Value Measurements on a Nonrecurring Basis
The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each Property such as NOI, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the Property and tenant mix. Due to the significant

145


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. The fair value analysis as of December 31, 2013 used various probability-weighted scenarios comparing each Property's net book value to the sum of its estimated fair value. Assumptions included up to a 10-year holding period with a sale at the end of the holding period, capitalization rates ranging from 10% to 12% and an estimated sales cost of 1%. See Note 2 for additional information describing the Company's impairment review process.
The following table sets forth information regarding the Company’s assets that are measured at fair value on a nonrecurring basis and related impairment charges for the years ended December 31, 2013 and 2012:
 
 
 
Fair Value Measurements at Reporting Date Using
 
 
 
Total
 
Quoted Prices in Active
Markets
for Identical
Assets (Level 1)
 
Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Total Losses
2013:
 
 
 
 
 
 
 
 
 
Long-lived assets
$
31,900

 
$
—

 
$
—

 
$
31,900

 
$
67,665

 
 
 
 
 
 
 
 
 
 
2012:
 
 
 
 
 
 
 
 
 
Long-lived assets
$
8,173

 
$
—

 
$
—

 
$
8,173

 
$
23,315


Long-lived Assets Measured at Fair Value in 2013

During the year ended December 31, 2013, the Company wrote down two Properties to their estimated fair value. As part of the Company's quarterly impairment review process, the Company recorded a non-cash impairment of real estate of $47,212 in the fourth quarter of 2013 to write-down the depreciated book value of Madison Square Mall, located in Huntsville, AL, from $55,212 to an estimated fair value of $8,000 as of December 31, 2013. Additionally, in accordance with the Company's quarterly impairment review process, the Company recorded a non-cash impairment of real estate of $20,453 in the second quarter of 2013 related to Citadel Mall, located in Charleston, SC, to write-down the depreciated book value of $44,353 to its estimated fair value of $23,900 as of June 30, 2013. The Mall experienced declining cash flows which were insufficient to cover the debt service on the mortgage secured by the Property. See Note 19 for information on the foreclosure of Citadel Mall subsequent to December 31, 2013.
A reconciliation of each Property's carrying values for the year ended December 31, 2013 is as follows:
 
Madison
Square (1)
 
Citadel Mall (2)
 
Total
Beginning carrying value, January 1, 2013
$
57,231

 
$
45,178

 
$
102,409

Capital expenditures
5

 
262

 
267

Depreciation expense
(2,024
)
 
(1,380
)
 
(3,404
)
Loss on impairment of real estate
(47,212
)
 
(20,453
)
 
(67,665
)
Ending carrying value, December 31, 2013
$
8,000

 
$
23,607

 
$
31,607

(1) The revenues of Madison Square accounted for approximately 0.7% of total consolidated revenues for the year ended December 31, 2013.
(2) The revenues of Citadel Mall accounted for approximately 0.6% of total consolidated revenues for the year ended December 31, 2013.

Long-lived Assets Measured at Fair Value in 2012

During the year ended December 31, 2012, the Company recorded write-downs related to two Properties. In conjunction with the Company's acquisition of the remaining 40.0% interest in Imperial Valley Commons L.P., a joint venture in which the Company held a 60.0% ownership interest, the Company recorded a non-cash impairment of real estate of $20,315 in the fourth quarter of 2012 to write-down the book value of vacant land available for the future expansion of Imperial Valley Commons, located in El Centro, CA, from $25,645 to its estimated fair value of $5,330. Development of this asset has been negatively impacted by recent economic conditions and other competition in the market area that have affected pre-development leasing activity. Additionally, in the third quarter of 2012, in accordance with the Company's quarterly impairment review process, the Company recorded a non-cash impairment of real estate of $3,000 related to The Courtyard at Hickory Hollow, an associated center located in Antioch, TN, to write-down the depreciated book value as of September 30, 2012 from $5,843 to an estimated fair value of $2,843 as of the same date.

146


A reconciliation of each Property's carrying values for the year ended December 31, 2012 is as follows:
 
Imperial Valley
Commons L.P. (1)
 
The Courtyard
at Hickory
Hollow (2)
 
Total
Beginning carrying value, January 1, 2012
$
25,403

 
$
5,754

 
$
31,157

Capital expenditures
264

 
644

 
908

Depreciation expense
(22
)
 
(124
)
 
(146
)
Loss on impairment of real estate
(20,315
)
 
(3,000
)
 
(23,315
)
Ending carrying value, December 31, 2012
$
5,330

 
$
3,274

 
$
8,604

(1) Imperial Valley Commons L.P. had no revenue for the year ended December 31, 2012 because it consists of land available for expansion.
(2) The revenues of The Courtyard at Hickory Hollow accounted for approximately 0.03% of total consolidated revenues for the year ended December 31, 2012.

Other Impairment Losses

2013
During the year ended December 31, 2013, the Company recorded an impairment of real estate of $1,799 related to the sale of an outparcel that was sold for net proceeds after sales costs of $4,292, which was less than its carrying amount of $6,091. Additionally, the Company recorded a non-cash impairment of $585 to write-down the depreciated book value of the corporate airplane owned by the Management Company to its fair value at its trade-in date.
2012
During the year ended December 31, 2012, the Company recorded an impairment of real estate of $1,064 related to the sale of three outparcels for total net proceeds after sales costs of $1,186, which were less than their total carrying amounts of $2,250.

2011
During the year ended December 31, 2011, the Company recorded an impairment of real estate of $621 related to an outparcel that was sold for net proceeds after sales costs of $1,477, which was less than its carrying amount of $2,098. Additionally, in accordance with the Company's impairment review process, the Company recorded a non-cash impairment of real estate of $50,683 in the third quarter of 2011 to write-down the depreciated book value of Columbia Place, a mall located in Columbia, SC to an estimated fair value of $6,063 as of September 30, 2011. Columbia Place experienced declining cash flows as a result of changes in property-specific market conditions, which were further exacerbated by economic conditions that negatively impacted leasing activity and occupancy. The loan secured by Columbia Place is currently in default and the Company anticipates foreclosure proceedings will be complete by the end of the second quarter of 2014.

NOTE 16. SHARE-BASED COMPENSATION
 
As of December 31, 2013, there were two share-based compensation plans under which the Company has outstanding awards, the 2012 Plan and the 1993 Plan, as defined below. The Compensation Committee of the Board of Directors (the “Committee”) administers the plans. The Company can elect to make new awards under one of these plans, the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. The Company did not issue any new awards under the CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan ("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 share-based compensation cost that was charged against income for the plans was $2,682, $3,704 and $1,687 for 2013, 2012 and 2011, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. Share-based compensation cost capitalized as part of real estate assets was $202, $128 and $166 in 2013, 2012 and 2011, respectively.
 

147


Stock Options
 
Stock options issued under the plans allow for the purchase of common stock at the fair market value of the stock on the date of grant. Stock options granted to officers and employees vest and become exercisable in equal installments on each of the first five anniversaries of the date of grant and expire 10 years after the date of grant. Stock options granted to independent directors are fully vested upon grant; however, the independent directors may not sell, pledge or otherwise transfer their stock options during their board term or for one year thereafter. No stock options have been granted since 2002.

There was no activity related to stock options in 2013 as all outstanding options were either exercised or canceled during 2012. The total intrinsic value of options exercised during 2012 and 2011 was $177 and $509, respectively.  

Stock Awards
 
Under the plans, common stock may be awarded either alone, in addition to, or in tandem with other stock awards granted under the plans. The Committee has the authority to determine eligible persons to whom common stock will be awarded, the number of shares to be awarded and the duration of the vesting period, as defined. Generally, an award of common stock vests either immediately at grant, in equal installments over a period of five years or in one installment at the end of periods up to five years. Stock awarded to independent directors is fully vested upon grant; however, the independent directors may not transfer such shares during their board term.  The Committee may also provide for the issuance of common stock under the plans on a deferred basis pursuant to deferred compensation arrangements. The fair value of common stock awarded under the plans is determined based on the market price of the Company’s common stock on the grant date and the related compensation expense is recognized over the vesting period on a straight-line basis.
 
A summary of the status of the Company’s stock awards as of December 31, 2013, and changes during the year ended December 31, 2013, is presented below:
 
 
Shares
 
Weighted
Average
Grant-Date
Fair Value
Nonvested at January 1, 2013
346,860

 
$
17.06

Granted
352,816

 
$
20.17

Vested
(209,470
)
 
$
18.41

Forfeited
(11,990
)
 
$
18.45

Nonvested at December 31, 2013
478,216

 
$
18.72

 
The weighted average grant-date fair value of shares granted during 2013, 2012 and 2011 was $20.17, $19.09 and $17.48, respectively. The total fair value of shares vested during 2013, 2012 and 2011 was $4,305, $4,573 and $1,276, respectively.
 
As of December 31, 2013, there was $7,518 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 3.9 years.  In February 2014, the Company granted 208,450 shares of restricted stock to its employees that will vest over the next five years.
 
NOTE 17. EMPLOYEE BENEFIT PLANS
 
401(k) Plan
 
The Management Company maintains a 401(k) profit sharing plan, which is qualified under Section 401(a) and Section 401(k) of the Code to cover employees of the Management Company. All employees who have attained the age of 21 and have completed at least 90 days of service are eligible to participate in the plan. The plan provides for employer matching contributions on behalf of each participant equal to 50% of the portion of such participant’s contribution that does not exceed 2.5% of such participant’s compensation for the plan year. Additionally, the Management Company has the discretion to make additional profit-sharing-type contributions not related to participant elective contributions. Total contributions by the Management Company were $933, $929 and $820 in 2013, 2012 and 2011, respectively.
 
Employee Stock Purchase Plan
 
The Company maintains an employee stock purchase plan that allows eligible employees to acquire shares of the Company’s common stock in the open market without incurring brokerage or transaction fees. Under the plan, eligible employees
make payroll deductions that are used to purchase shares of the Company’s common stock. The shares are purchased at the prevailing market price of the stock at the time of purchase.
 
Deferred Compensation Arrangements
 
The Company has entered into an agreement with an officer that allows the officer to defer receipt of selected salary increases and/or bonus compensation for periods ranging from 5 to 10 years. The deferred compensation arrangement provides that bonus compensation is deferred in the form of a note payable to the officer. Interest accumulates on these notes at 5.0%. When an arrangement terminates, the note payable plus accrued interest is paid to the officer in cash. At December 31, 2013 and 2012, the Company had notes payable, including accrued interest, of $169 and $124, respectively, related to this arrangement.
 


148


NOTE 18. QUARTERLY INFORMATION (UNAUDITED)
 
The following quarterly information differs from previously reported amounts due to the reclassifications of the results of operations of certain long-lived assets to discontinued operations for all periods presented. See Note 4 for further information.

Year Ended December 31, 2013
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Total (1)
Total revenues
$
258,482

 
$
255,584

 
$
257,550

 
$
282,009

 
$
1,053,625

Income from operations (2)
93,607

 
77,081

 
97,709

 
62,368

 
330,765

Income from continuing operations (3)
37,845

 
16,255

 
52,234

 
8,983

 
115,317

Discontinued operations
2,040

 
1,984

 
(8,057
)
 
(914
)
 
(4,947
)
Net income
39,885

 
18,239

 
44,177

 
8,069

 
110,370

Net income attributable to the Company
30,313

 
11,724

 
34,324

 
8,843

 
85,204

Net income (loss) attributable to common shareholders
19,090

 
501

 
23,101

 
(2,380
)
 
40,312

Basic per share data attributable to common shareholders:
 
 

 
 

 
 

 
 

Income (loss) from continuing operations, net of preferred dividends
$
0.11

 
$
(0.01
)
 
$
0.18

 
$
(0.01
)
 
$
0.27

Net income (loss) attributable to common shareholders
$
0.12

 
$
0.00

 
$
0.14

 
$
(0.01
)
 
$
0.24

Diluted per share data attributable to common shareholders:
 
 

 
 

 
 

 
 

Income (loss) from continuing operations, net of preferred dividends
$
0.11

 
$
(0.01
)
 
$
0.18

 
$
(0.01
)
 
$
0.27

Net income (loss) attributable to common shareholders
$
0.12

 
$
0.00

 
$
0.14

 
$
(0.01
)
 
$
0.24


Year Ended December 31, 2012
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Total (1)
Total revenues
$
238,894

 
$
244,516

 
$
249,185

 
$
270,248

 
$
1,002,843

Income from operations
89,271

 
92,232

 
94,409

 
94,009

 
369,921

Income from continuing operations (4)
32,768

 
34,674

 
36,166

 
82,441

 
186,049

Discontinued operations
3,783

 
4,719

 
(23,674
)
 
3,642

 
(11,530
)
Net income
36,551

 
39,393

 
12,492

 
86,083

 
174,519

Net income attributable to the Company
26,049

 
29,391

 
8,074

 
68,086

 
131,600

Net income (loss) attributable to common shareholders
15,455

 
18,797

 
(2,520
)
 
52,357

 
84,089

Basic per share data attributable to common shareholders:
 

 
 

 
 

 
 

 
 

Income from continuing operations, net of preferred dividends
$
0.08

 
$
0.10

 
$
0.11

 
$
0.31

 
$
0.60

Net income (loss) attributable to common shareholders
$
0.10

 
$
0.12

 
$
(0.02
)
 
$
0.33

 
$
0.54

Diluted per share data attributable to common shareholders:
 

 
 

 
 

 
 

 
 

Income from continuing operations, net of preferred dividends
$
0.08

 
$
0.10

 
$
0.11

 
$
0.31

 
$
0.60

Net income (loss) attributable to common shareholders
$
0.10

 
$
0.12

 
$
(0.02
)
 
$
0.33

 
$
0.54

 
(1)
The sum of quarterly earnings per share may differ from annual earnings per share due to rounding.
(2)
Income from operations for the quarters ended June 30, 2013 and December 31, 2013 includes a $20,453 and $47,212 loss on impairment of real estate related to Citadel Mall and Madison Square, respectively (see Note 15).
(3)
Income from continuing operations for the quarter ended June 30, 2013 includes a $9,108 loss on extinguishment of debt, which was primarily due to a $8,708 prepayment fee, and a $2,400 gain on investment related to the repayment by Jinsheng of a note receivable (see Note 6 and Note 15). Income from continuing operations for the quarter ended September 30, 2013 includes a partial litigation settlement of $8,240 (see Note 14).
(4)
Income from continuing operations for the quarter ended December 31, 2012 includes a $45,072 gain on investment related to the Company's acquisition of a joint venture partner's interest in one Property (see Note 3).

NOTE 19. SUBSEQUENT EVENTS
 
In February 2014, the lender of the non-recourse mortgage loan secured by Chapel Hill Mall in Akron, OH notified the Company that the loan had been placed in default. Chapel Hill Mall generates insufficient income levels to cover the debt service on the mortgage, which had a balance of $68,681 at December 31, 2013.

In February 2014, the Company received a partial settlement of $800 from certain of the defendants in the matter described in Note 14. Litigation continues with other defendants in the matter.

In February 2014, Fremaux amended and restated its loan agreement to increase the capacity on its construction loan from $46,000 to $47,291 for additional development costs related to Fremaux Town Center.

149



In January 2014, the Company retired an operating property loan, with a principal balance of $122,375 outstanding as of December 31, 2013, with borrowings from its credit facilities. The loan was secured by St. Clair Square in Fairview Heights, IL. The Company paid a prepayment fee of $1,249 in connection with the early retirement of this loan, which was scheduled to mature in December 2016.

In January 2014, the foreclosure of Citadel Mall was complete and the lender received the deed to the Property in satisfaction of the non-recourse debt, which had a balance of $68,169 as of December 31, 2013. The Company expects to recognize a gain of approximately $44,564 related to the extinguishment of this debt in the first quarter of 2014.




150


Schedule II
 
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

 
 
Year Ended December 31,
 
2013
 
2012
 
2011
Tenant receivables - allowance for doubtful accounts:
 
 
 
 
 
Balance, beginning of year
$
1,977

 
$
1,760

 
$
3,167

Additions in allowance charged to expense
1,253

 
798

 
1,670

Transfer to other receivables - allowance
—

 
—

 
(1,400
)
Bad debts charged against allowance
(851
)
 
(581
)
 
(1,677
)
Balance, end of year
$
2,379

 
$
1,977

 
$
1,760

 
 
 
 
 
 
 
Year Ended December 31,

2013
 
2012
 
2011
Other receivables - allowance for doubtful accounts:
 
 
 
 
 
Balance, beginning of year
$
1,270

 
$
1,400

 
$
—

     Additions in allowance charged to expense
—

 
—

 
—

     Transfer from tenant receivables - allowance
—

 
—

 
1,400

     Bad debts charged against allowance
(29
)
 
(130
)
 
—

  Balance, end of year
$
1,241

 
$
1,270

 
$
1,400





151
SCHEDULE III
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
At December 31, 2013
(In thousands)



 
 
 
 
Initial Cost(A)
 
 
 
 
 
Gross Amounts at Which Carried at Close of Period
 
 
Description /Location
 
Encumbrances
 (B)
 
Land
 
Buildings and Improvements
 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 
Land
 
Buildings and Improvements
 
Total (C)
 
Accumulated Depreciation (D)
 
 Date of Construction
 / Acquisition
 MALLS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Acadiana Mall, Lafayette, LA
 
134,933

 
22,511

 
145,769

 
14,875

 
—

 
22,511

 
160,644

 
183,155

 
(57,868
)
 
2005
 Alamance Crossing, Burlington, NC
 
49,350

 
20,853

 
63,105

 
39,269

 
(2,528
)
 
18,325

 
102,374

 
120,699

 
(20,199
)
 
2007
 Arbor Place, Douglasville, GA
 
119,319

 
7,862

 
95,330

 
24,280

 
—

 
7,862

 
119,610

 
127,472

 
(48,683
)
 
1998-1999
 Asheville Mall, Asheville, NC
 
74,819

 
7,139

 
58,747

 
49,461

 
(805
)
 
6,334

 
108,208

 
114,542

 
(41,478
)
 
1998
 Bonita Lakes Mall, Meridian, MS
 
—

 
4,924

 
31,933

 
6,700

 
(985
)
 
4,924

 
37,648

 
42,572

 
(16,505
)
 
1997
 Brookfield Square, Brookfield, WI
 
90,117

 
8,996

 
84,250

 
45,413

 
(18
)
 
9,170

 
129,471

 
138,641

 
(46,005
)
 
2001
 Burnsville Center, Burnsville, MN
 
77,565

 
12,804

 
71,355

 
52,440

 
(1,157
)
 
16,102

 
119,340

 
135,442

 
(44,771
)
 
1998
 Cary Towne Center, Cary, NC
 
53,679

 
23,688

 
74,432

 
27,383

 
—

 
23,701

 
101,802

 
125,503

 
(33,569
)
 
2001
 Chapel Hill Mall, Akron, OH
 
68,681

 
6,578

 
68,043

 
13,764

 
—

 
6,578

 
81,807

 
88,385

 
(22,428
)
 
2004
 CherryVale Mall, Rockford, IL
 
80,364

 
11,892

 
63,973

 
54,905

 
(1,667
)
 
11,608

 
117,495

 
129,103

 
(36,086
)
 
2001
 Chesterfield Mall, Chesterfield, MO
 
140,000

 
11,083

 
282,140

 
2,433

 
—

 
11,083

 
284,573

 
295,656

 
(58,711
)
 
2007
 Citadel Mall, Charleston, SC
 
68,169

 
10,990

 
44,008

 
(30,065
)
 
(1,289
)
 
4,926

 
18,718

 
23,644

 
(461
)
 
2001
 College Square, Morristown, TN
 
—

 
2,954

 
17,787

 
22,847

 
(88
)
 
2,866

 
40,634

 
43,500

 
(18,915
)
 
1987-1988
 Columbia Place, Columbia, SC
 
27,265

 
1,526

 
52,348

 
(47,218
)
 
(423
)
 
1,103

 
5,130

 
6,233

 
(476
)
 
2002
 Cross Creek Mall, Fayetteville, NC
 
133,964

 
19,155

 
104,353

 
31,147

 
—

 
20,169

 
134,486

 
154,655

 
(32,559
)
 
2003
 Dakota Square Mall, Minot, ND
 
57,642

 
4,552

 
87,625

 
2,296

 
—

 
4,552

 
89,921

 
94,473

 
(4,401
)
 
2012
 Eastland Mall, Bloomington, IL
 
59,400

 
5,746

 
75,893

 
7,255

 
(754
)
 
5,304

 
82,836

 
88,140

 
(24,442
)
 
2005
 East Towne Mall, Madison, WI
 
68,539

 
4,496

 
63,867

 
41,566

 
(366
)
 
4,130

 
105,433

 
109,563

 
(35,160
)
 
2002
 EastGate Mall , Cincinnati, OH
 
41,101

 
13,046

 
44,949

 
26,666

 
(1,017
)
 
12,029

 
71,615

 
83,644

 
(23,936
)
 
2001
 Fashion Square, Saginaw, MI
 
40,675

 
15,218

 
64,970

 
11,513

 
—

 
15,218

 
76,483

 
91,701

 
(26,199
)
 
2001
 Fayette Mall, Lexington, KY
 
175,318

 
25,194

 
84,267

 
72,269

 
11

 
25,205

 
156,536

 
181,741

 
(41,777
)
 
2001
 Frontier Mall , Cheyenne, WY
 
—

 
2,681

 
15,858

 
18,654

 
—

 
2,681

 
34,512

 
37,193

 
(18,867
)
 
1984-1985
 Foothills Mall, Maryville, TN
 
—

 
5,558

 
25,244

 
11,652

 
—

 
5,558

 
36,896

 
42,454

 
(22,010
)
 
1996
 Greenbrier Mall, Chesapeake, VA
 
75,543

 
3,181

 
107,355

 
12,887

 
(626
)
 
2,555

 
120,242

 
122,797

 
(30,140
)
 
2004
 Hamilton Place, Chattanooga, TN
 
103,888

 
3,532

 
42,623

 
39,866

 
(441
)
 
3,091

 
82,489

 
85,580

 
(41,954
)
 
2007
 Hanes Mall, Winston-Salem, NC
 
153,977

 
17,176

 
133,376

 
45,635

 
(948
)
 
16,808

 
178,431

 
195,239

 
(57,508
)
 
2001
 Harford Mall, Bel Air, MD
 
—

 
8,699

 
45,704

 
21,590

 
—

 
8,699

 
67,294

 
75,993

 
(19,236
)
 
2003
 Hickory Point, (Forsyth) Decatur, IL
 
29,005

 
10,731

 
31,728

 
12,450

 
(293
)
 
10,439

 
44,177

 
54,616

 
(14,573
)
 
2005
 Honey Creek Mall, Terre Haute, IN
 
29,988

 
3,108

 
83,358

 
12,367

 
—

 
3,108

 
95,725

 
98,833

 
(24,809
)
 
2004
 Imperial Valley Mall, El Centro, CA
 
51,278

 
35,378

 
70,549

 
160

 
—

 
35,378

 
70,709

 
106,087

 
(2,478
)
 
2012
 Janesville Mall, Janesville, WI
 
3,797

 
8,074

 
26,009

 
8,035

 
—

 
8,074

 
34,044

 
42,118

 
(13,258
)
 
1998
 Jefferson Mall, Louisville, KY
 
69,599

 
13,125

 
40,234

 
23,653

 
(521
)
 
12,604

 
63,887

 
76,491

 
(20,828
)
 
2001
 Kirkwood Mall , Bismarck ND
 
39,778

 
3,368

 
118,945

 
963

 
—

 
3,368

 
119,908

 
123,276

 
(3,902
)
 
2012

152
SCHEDULE III
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
At December 31, 2013
(In thousands)



 
 
 
 
Initial Cost(A)
 
 
 
 
 
Gross Amounts at Which Carried at Close of Period
 
 
Description /Location
 
Encumbrances
 (B)
 
Land
 
Buildings and Improvements
 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 
Land
 
Buildings and Improvements
 
Total (C)
 
Accumulated Depreciation (D)
 
 Date of Construction
 / Acquisition
 The Lakes Mall, Muskegon, MI
 
—

 
3,328

 
42,366

 
11,398

 
—

 
3,328

 
53,764

 
57,092

 
(21,896
)
 
2000-2001
 Lakeshore Mall, Sebring, FL
 
—

 
1,443

 
28,819

 
7,210

 
(169
)
 
1,274

 
36,029

 
37,303

 
(18,182
)
 
1991-1992
 Laurel Park Place, Livonia, MI
 
—

 
13,289

 
92,579

 
10,005

 
—

 
13,289

 
102,584

 
115,873

 
(32,705
)
 
2005
 Layton Hills Mall, Layton, UT
 
96,433

 
20,464

 
99,836

 
12,569

 
(275
)
 
20,189

 
112,405

 
132,594

 
(31,971
)
 
2005
 Madison Square, Huntsville, AL
 
—

 
17,596

 
39,186

 
(48,810
)
 
—

 
2,550

 
5,422

 
7,972

 
—

 
1984
 Mall del Norte, Laredo, TX
 
113,400

 
21,734

 
142,049

 
49,273

 
—

 
21,734

 
191,322

 
213,056

 
(57,901
)
 
2004
 Meridian Mall , Lansing, MI
 
—

 
529

 
103,678

 
67,057

 
—

 
2,232

 
169,032

 
171,264

 
(66,114
)
 
1998
 Midland Mall, Midland, MI
 
33,894

 
10,321

 
29,429

 
9,591

 
—

 
10,321

 
39,020

 
49,341

 
(14,725
)
 
2001
 Mid Rivers Mall, St. Peters, MO
 
—

 
16,384

 
170,582

 
12,798

 
—

 
16,384

 
183,380

 
199,764

 
(37,655
)
 
2007
 Monroeville Mall, Pittsburgh, PA
 
—

 
22,195

 
177,214

 
56,942

 
—

 
24,716

 
231,635

 
256,351

 
(55,932
)
 
2004
 Northgate Mall, Chattanooga, TN
 
—

 
2,330

 
8,960

 
10,406

 
—

 
2,330

 
19,366

 
21,696

 
(1,167
)
 
2011
 Northpark Mall, Joplin, MO
 
—

 
9,977

 
65,481

 
33,633

 
—

 
10,962

 
98,129

 
109,091

 
(30,191
)
 
2004
 Northwoods Mall, Charleston, SC
 
71,294

 
14,867

 
49,647

 
19,460

 
(2,339
)
 
12,528

 
69,107

 
81,635

 
(23,035
)
 
2001
 Old Hickory Mall, Jackson, TN
 
—

 
15,527

 
29,413

 
6,508

 
—

 
15,527

 
35,921

 
51,448

 
(12,958
)
 
2001
The Outlet Shoppes at Atlanta, Woodstock, GA
 
79,902

 
7,186

 
96,640

 
(42,216
)
 
—

 
7,186

 
54,424

 
61,610

 
(1,220
)
 
2013
The Outlet Shoppes at El Paso, El Paso, TX
 
65,465

 
9,239

 
96,640

 
1,218

 
—

 
9,239

 
97,858

 
107,097

 
(6,677
)
 
2012
The Outlet Shoppes at Gettysburg, Gettysburg, PA
 
39,437

 
20,953

 
22,180

 
463

 
—

 
20,953

 
22,643

 
43,596

 
(2,154
)
 
2012
The Outlet Shoppes at Oklahoma City, Oklahoma City, OK
 
57,812

 
8,364

 
50,268

 
11,778

 
—

 
8,368

 
62,042

 
70,410

 
(9,788
)
 
2011
 Parkdale Mall, Beaumont, TX
 
89,991

 
23,850

 
47,390

 
49,644

 
(307
)
 
23,543

 
97,034

 
120,577

 
(30,350
)
 
2001
 Park Plaza Mall, Little Rock, AR
 
93,909

 
6,297

 
81,638

 
35,254

 
—

 
6,304

 
116,885

 
123,189

 
(38,851
)
 
2004
 Parkway Place, Huntsville, AL
 
39,433

 
6,364

 
67,067

 
1,883

 
—

 
6,364

 
68,950

 
75,314

 
(8,585
)
 
2010
 Pearland Town Center, Pearland, TX
 
17,570

 
16,300

 
108,615

 
13,849

 
(366
)
 
15,443

 
122,955

 
138,398

 
(27,284
)
 
2008
 Post Oak Mall, College Station, TX
 
—

 
3,936

 
48,948

 
12,167

 
(327
)
 
3,608

 
61,116

 
64,724

 
(27,005
)
 
1984-1985
 Randolph Mall, Asheboro, NC
 
—

 
4,547

 
13,927

 
10,442

 
—

 
4,547

 
24,369

 
28,916

 
(7,888
)
 
2001
 Regency Mall, Racine, WI
 
—

 
3,384

 
36,839

 
15,238

 
—

 
4,244

 
51,217

 
55,461

 
(18,577
)
 
2001
 Richland Mall, Waco, TX
 
—

 
9,874

 
34,793

 
9,243

 
—

 
9,887

 
44,023

 
53,910

 
(14,581
)
 
2002
 River Ridge Mall, Lynchburg, VA
 
—

 
4,824

 
59,052

 
12,413

 
(94
)
 
4,731

 
71,464

 
76,195

 
(15,738
)
 
2003
 South County Center, St. Louis, MO
 
—

 
15,754

 
159,249

 
13,775

 
—

 
15,754

 
173,024

 
188,778

 
(34,169
)
 
2007
 Southaven Towne Center, Southaven, MS
 
40,929

 
8,255

 
29,380

 
13,207

 
—

 
8,478

 
42,364

 
50,842

 
(12,820
)
 
2005
 Southpark Mall, Colonial Heights, VA
 
65,531

 
9,501

 
73,262

 
30,190

 
—

 
11,282

 
101,671

 
112,953

 
(28,350
)
 
2003
 Stroud Mall, Stroudsburg, PA
 
33,243

 
14,711

 
23,936

 
21,252

 
—

 
14,711

 
45,188

 
59,899

 
(14,846
)
 
1998
 St. Clair Square, Fairview Heights, IL
 
122,375

 
11,027

 
75,620

 
33,946

 
—

 
11,027

 
109,566

 
120,593

 
(43,297
)
 
1996
 Sunrise Mall, Brownsville, TX
 
—

 
11,156

 
59,047

 
(1,662
)
 
—

 
11,156

 
57,385

 
68,541

 
(16,532
)
 
2003

153
SCHEDULE III
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
At December 31, 2013
(In thousands)



 
 
 
 
Initial Cost(A)
 
 
 
 
 
Gross Amounts at Which Carried at Close of Period
 
 
Description /Location
 
Encumbrances
 (B)
 
Land
 
Buildings and Improvements
 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 
Land
 
Buildings and Improvements
 
Total (C)
 
Accumulated Depreciation (D)
 
 Date of Construction
 / Acquisition
 Turtle Creek Mall , Hattiesburg, MS
 
—

 
2,345

 
26,418

 
19,057

 
—

 
3,535

 
44,285

 
47,820

 
(19,671
)
 
1993-1995
 Valley View Mall, Roanoke, VA
 
61,027

 
15,985

 
77,771

 
17,615

 
—

 
15,999

 
95,372

 
111,371

 
(25,501
)
 
2003
 Volusia Mall, Daytona Beach, FL
 
51,586

 
2,526

 
120,242

 
15,885

 
—

 
6,431

 
132,222

 
138,653

 
(32,570
)
 
2004
 Walnut Square, Dalton, GA
 
—

 
50

 
15,138

 
16,746

 
—

 
50

 
31,884

 
31,934

 
(17,164
)
 
1984-1985
 Wausau Center, Wausau, WI
 
18,790

 
5,231

 
24,705

 
16,901

 
(5,231
)
 
—

 
41,606

 
41,606

 
(16,347
)
 
2001
 West Towne Mall, Madison, WI
 
96,811

 
9,545

 
83,084

 
44,443

 
—

 
9,545

 
127,527

 
137,072

 
(40,435
)
 
2002
 WestGate Mall, Spartanburg, SC
 
38,818

 
2,149

 
23,257

 
45,178

 
(432
)
 
1,742

 
68,410

 
70,152

 
(32,855
)
 
1995
 Westmoreland Mall, Greensburg, PA
 
—

 
4,621

 
84,215

 
15,056

 
—

 
4,621

 
99,271

 
103,892

 
(32,316
)
 
2002
 York Galleria, York, PA
 
53,093

 
5,757

 
63,316

 
9,176

 
—

 
5,757

 
72,492

 
78,249

 
(27,200
)
 
1995
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 ASSOCIATED CENTERS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Annex at Monroeville, Monroeville, PA
 
—

 
716

 
29,496

 
(707
)
 
—

 
716

 
28,789

 
29,505

 
(6,846
)
 
2004
 Bonita Lakes Crossing, Meridian, MS
 
—

 
794

 
4,786

 
8,679

 
—

 
794

 
13,465

 
14,259

 
(5,286
)
 
1997
 Chapel Hill Suburban, Akron, OH
 
—

 
925

 
2,520

 
935

 
—

 
925

 
3,455

 
4,380

 
(948
)
 
2004
 CoolSprings Crossing, Nashville, TN
 
12,427

 
2,803

 
14,985

 
4,549

 
—

 
3,554

 
18,783

 
22,337

 
(10,576
)
 
1991-1993
 Courtyard at Hickory Hollow, Nashville, TN
—

 
3,314

 
2,771

 
(2,099
)
 
(231
)
 
1,500

 
2,255

 
3,755

 
(142
)
 
1998
 EastGate Crossing, Cincinnati, OH
 
15,024

 
707

 
2,424

 
7,963

 
(11
)
 
696

 
10,387

 
11,083

 
(3,149
)
 
2001
Foothills Plaza, Maryville, TN
 
—

 
269

 
4,092

 
1,478

 
—

 
289

 
5,550

 
5,839

 
(3,466
)
 
1984-1988
 Frontier Square, Cheyenne, WY
 
—

 
346

 
684

 
374

 
(86
)
 
260

 
1,058

 
1,318

 
(595
)
 
1985
 Gunbarrel Pointe, Chattanooga, TN
 
11,067

 
4,170

 
10,874

 
3,380

 
—

 
4,170

 
14,254

 
18,424

 
(4,451
)
 
2000
 Hamilton Corner, Chattanooga, TN
 
15,289

 
630

 
5,532

 
5,845

 
—

 
734

 
11,273

 
12,007

 
(5,483
)
 
1986-1987
 Hamilton Crossing, Chattanooga, TN
 
10,075

 
4,014

 
5,906

 
6,705

 
(1,370
)
 
2,644

 
12,611

 
15,255

 
(5,691
)
 
1987
 Harford Annex , Bel Air, MD
 
—

 
2,854

 
9,718

 
853

 
—

 
2,854

 
10,571

 
13,425

 
(2,629
)
 
2003
 The Landing at Arbor Place, Douglasville, GA
—

 
4,993

 
14,330

 
1,487

 
(748
)
 
4,245

 
15,817

 
20,062

 
(7,248
)
 
1998-1999
 Layton Hills Convenience Center, Layton Hills, UT
—

 
—

 
8

 
954

 
—

 
—

 
962

 
962

 
(273
)
 
2005
 Layton Hills Plaza, Layton Hills, UT
 
—

 
—

 
2

 
299

 
—

 
—

 
301

 
301

 
(133
)
 
2005
 Madison Plaza , Huntsville, AL
 
—

 
473

 
2,888

 
3,678

 
—

 
473

 
6,566

 
7,039

 
(4,052
)
 
1984
 The Plaza at Fayette, Lexington, KY
 
39,833

 
9,531

 
27,646

 
4,191

 
—

 
9,531

 
31,837

 
41,368

 
(8,294
)
 
2006
 Parkdale Crossing, Beaumont, TX
 
—

 
2,994

 
7,408

 
2,088

 
(355
)
 
2,639

 
9,496

 
12,135

 
(2,720
)
 
2002
 The Shoppes At Hamilton Place, Chattanooga, TN
—

 
4,894

 
11,700

 
1,407

 
—

 
4,894

 
13,107

 
18,001

 
(3,384
)
 
2003
 Sunrise Commons, Brownsville, TX
 
—

 
1,013

 
7,525

 
1,108

 
—

 
1,013

 
8,633

 
9,646

 
(2,311
)
 
2003
 The Shoppes at St. Clair Square, Fairview Heights, IL
 
20,187

 
8,250

 
23,623

 
460

 
(5,044
)
 
3,206

 
24,083

 
27,289

 
(6,419
)
 
2007
 The Terrace, Chattanooga, TN
 
13,963

 
4,166

 
9,929

 
8,097

 
—

 
6,536

 
15,656

 
22,192

 
(4,320
)
 
1997
 West Towne Crossing, Madison, WI
 
—

 
1,151

 
2,955

 
312

 
—

 
1,151

 
3,267

 
4,418

 
(1,013
)
 
1998

154
SCHEDULE III
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
At December 31, 2013
(In thousands)



 
 
 
 
Initial Cost(A)
 
 
 
 
 
Gross Amounts at Which Carried at Close of Period
 
 
Description /Location
 
Encumbrances
 (B)
 
Land
 
Buildings and Improvements
 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 
Land
 
Buildings and Improvements
 
Total (C)
 
Accumulated Depreciation (D)
 
 Date of Construction
 / Acquisition
 WestGate Crossing, Spartanburg, SC
 
—

 
1,082

 
3,422

 
6,180

 
—

 
1,082

 
9,602

 
10,684

 
(3,563
)
 
1997
 Westmoreland Crossing, Greensburg, PA
 
—

 
2,898

 
21,167

 
8,955

 
—

 
2,898

 
30,122

 
33,020

 
(8,271
)
 
2002
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 COMMUNITY CENTERS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Cobblestone Village, Palm Coast, FL
 
—

 
6,082

 
12,070

 
(567
)
 
(220
)
 
4,296

 
13,069

 
17,365

 
(2,123
)
 
2007
 The Crossing at Marshalls Creek, Marshalls Creek, PA
 
—

 
6,456

 
15,351

 
—

 
—

 
6,456

 
15,351

 
21,807

 
(286
)
 
2013
 The Promenade, D'lberville, MS
 
51,300

 
16,278

 
48,806

 
14,529

 
(706
)
 
15,879

 
63,028

 
78,907

 
(8,088
)
 
2009
 The Forum at Grand View, Madison , MS
 
—

 
9,234

 
17,285

 
14,710

 
(288
)
 
9,048

 
31,893

 
40,941

 
(2,148
)
 
2010
 Pemberton Plaza, Vicksburg, MS
 
—

 
1,284

 
1,379

 
431

 
—

 
1,284

 
1,810

 
3,094

 
(578
)
 
2004
 Statesboro Crossing, Statesboro, GA
 
11,337

 
2,855

 
17,805

 
362

 
(235
)
 
2,840

 
17,947

 
20,787

 
(2,982
)
 
2008
 Waynesville Commons, Waynesville, NC
 
—

 
3,511

 
6,141

 
13

 
—

 
3,511

 
6,154

 
9,665

 
(220
)
 
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 OFFICE BUILDINGS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
840 Greenbrier Circle, Chesapeake, VA
 
—

 
2,096

 
3,091

 
(102
)
 
—

 
2,096

 
2,989

 
5,085

 
(743
)
 
2007
850 Greenbrier Circle, Chesapeake, VA
 
—

 
3,154

 
6,881

 
(345
)
 
—

 
3,154

 
6,536

 
9,690

 
(1,225
)
 
2007
 CBL Center, Chattanooga, TN
 
21,095

 
140

 
24,675

 
(12
)
 
—

 
140

 
24,663

 
24,803

 
(12,273
)
 
2001
 CBL Center II, Chattanooga, TN
 
—

 
—

 
13,648

 
1,039

 
—

 
—

 
14,687

 
14,687

 
(3,283
)
 
2008
 Oak Branch Business Center, Greensboro, NC
 
—

 
535

 
2,192

 
(151
)
 
—

 
535

 
2,041

 
2,576

 
(436
)
 
2007
 One Oyster Point, Newport News, VA
 
—

 
1,822

 
3,623

 
2

 
—

 
1,822

 
3,625

 
5,447

 
(610
)
 
2007
 Pearland Hotel, Pearland, TX
 
—

 
—

 
16,149

 
328

 
—

 
—

 
16,477

 
16,477

 
(3,019
)
 
2008
 Pearland Office, Pearland, TX
 
—

 
—

 
7,849

 
1,341

 
—

 
—

 
9,190

 
9,190

 
(662
)
 
2009
 Pearland Residential Mgmt, Pearland, TX
 
—

 
—

 
9,666

 
9

 
—

 
—

 
9,675

 
9,675

 
(1,456
)
 
2008
 Two Oyster Point, Newport News, VA
 
—

 
1,543

 
3,974

 
359

 
—

 
1,543

 
4,333

 
5,876

 
(1,191
)
 
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 DISPOSITIONS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 1500 Sunday Drive, Raleigh, NC
 
—

 
812

 
8,872

 
(9,684
)
 
—

 
—

 
—

 
—

 
—

 
2007
 General Cinema, Athens, GA
 
—

 
100

 
1,082

 
(1,182
)
 
—

 
—

 
—

 
—

 
—

 
1984
 Georgia Square , Athens, GA
 
—

 
2,982

 
31,071

 
(34,053
)
 
—

 
—

 
—

 
—

 
—

 
1984
 Lake Point Office Building, Greensboro, NC
 
—

 
1,435

 
14,261

 
(15,696
)
 
—

 
 
 
—

 
—

 
—

 
2007
 Panama City Mall, Panama City, FL
 
—

 
9,017

 
37,454

 
(46,471
)
 
—

 
—

 
—

 
—

 
—

 
2002
 Peninsula Business Center I, Newport News
 
—

 
887

 
1,440

 
(2,327
)
 
—

 
—

 
—

 
—

 
—

 
2007
 Peninsula Business Center II, Newport News
 
—

 
1,654

 
873

 
(2,527
)
 
—

 
—

 
—

 
—

 
—

 
2007
 RiverGate Mall, Nashville, TN
 
—

 
17,896

 
86,767

 
(104,663
)
 
—

 
—

 
—

 
—

 
—

 
1998
 Summit Fair land, Lee's Summit, MO
 
—

 
10,992

 
—

 
(10,992
)
 
—

 
—

 
—

 
—

 
—

 
2010

155
SCHEDULE III
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
At December 31, 2013
(In thousands)



 
 
 
 
Initial Cost(A)
 
 
 
 
 
Gross Amounts at Which Carried at Close of Period
 
 
Description /Location
 
Encumbrances
 (B)
 
Land
 
Buildings and Improvements
 
Costs
 Capitalized Subsequent to Acquisition
 
Sales of Outparcel
  Land
 
Land
 
Buildings and Improvements
 
Total (C)
 
Accumulated Depreciation (D)
 
 Date of Construction
 / Acquisition
 SunTrust Bank Building, Greensboro, NC
 
—

 
941

 
18,417

 
(19,358
)
 
—

 
—

 
—

 
—

 
—

 
2007
 The Shoppes at Panama City Mall, Panama City, FL
 
—

 
1,010

 
8,294

 
(9,304
)
 
—

 
—

 
—

 
—

 
—

 
2004
 Village at RiverGate, Nashville, TN
 
—

 
2,641

 
2,808

 
(5,449
)
 
—

 
—

 
—

 
—

 
—

 
1998
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Other (E)
 
2,983

 
1,489

 
2,651

 
56

 
(214
)
 
1,279

 
2,703

 
3,982

 
(2,376
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Developments in progress consisting of construction
and Development Properties
 
—

 
—

 
139,383

 
—

 
—

 
—

 
139,383

 
139,383

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 TOTALS
 
$
3,723,076

 
$
939,366

 
$
5,992,352

 
$
1,224,759

 
$
(32,963
)
 
$
858,619

 
$
7,264,895

 
$
8,123,514

 
$
(2,056,357
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(A)
Initial cost represents the total cost capitalized including carrying cost at the end of the first fiscal year in which the property opened or was acquired.
(B)
Encumbrances represent the face amount of the mortgage and other indebtedness balance at December 31, 2013, excluding debt premium or discount.
(C)
The aggregate cost of land and buildings and improvements for federal income tax purposes is approximately $7.865 billion.
(D)
Depreciation for all properties is computed over the useful life which is generally 40 years for buildings, 10-20 years for certain improvements and 7-10 years for equipment and fixtures.
(E)
Includes non-property mortgages and unsecured credit line mortgages. 


156
SCHEDULE III
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
At December 31, 2013
(In thousands)


CBL & ASSOCIATES PROPERTIES, INC.
 
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

 
The changes in real estate assets and accumulated depreciation for the years ending December 31, 2013, 2012, and 2011 are set forth below (in thousands):

 
Year Ended December 31,
 
2013
 
2012
 
2011
REAL ESTATE ASSETS:
 
 
 
 
 
Balance at beginning of period
$
8,301,013

 
$
7,767,819

 
$
8,611,331

Additions during the period:
 

 
 

 
 

Additions and improvements
282,664

 
217,161

 
201,359

Acquisitions of real estate assets
29,912

 
474,623

 
11,197

Deductions during the period:
 

 
 

 
 

Disposals, deconsolidations and accumulated depreciation on impairments
(412,976
)
 
(108,554
)
 
(999,685
)
Transfers from real estate assets
(8,031
)
 
808

 
(476
)
Impairment of real estate assets
(69,068
)
 
(50,844
)
 
(55,907
)
Balance at end of period
$
8,123,514

 
$
8,301,013

 
$
7,767,819

 
 
 
 
 
 
ACCUMULATED DEPRECIATION:
 

 
 

 
 

Balance at beginning of period
$
1,972,031

 
$
1,762,149

 
$
1,721,194

Depreciation expense
253,142

 
247,702

 
260,847

Accumulated depreciation on real estate assets sold, retired, impaired or deconsolidated
(168,816
)
 
(37,820
)
 
(219,892
)
Balance at end of period
$
2,056,357

 
$
1,972,031

 
$
1,762,149



157


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule IV
 
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
MORTGAGE NOTES RECEIVABLE ON REAL ESTATE
At December 31, 2013
(In thousands)
Name Of Center/Location
 
Interest
Rate
 
Final Maturity Date
 
Monthly
Payment
Amount (1)
 
Balloon Payment
At
Maturity
 
Prior
Liens
 
Face
Amount Of
Mortgage
 
Carrying
Amount Of
Mortgage (2)
 
Principal
Amount Of
Mortgage
Subject To
Delinquent
Principal
Or Interest
FIRST MORTGAGES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Coastal Grand-Myrtle Beach - Myrtle Beach, SC
 
7.75
%
 
 
Oct-2014
 
$
58

(3
)
 
 
$
9,000

 
None
 
$
9,000

 
$
9,000

 
$
—

One Park Place - Chattanooga, TN
 
5.00
%
 
 
May-2022
 
21

 
 
 
—

 
None
 
3,200

 
1,738

 
—

Village Square - Houghton Lake, MI and Village at Wexford - Cadillac, MI
 
4.50
%
(4)
 
Mar-2015
 
10

(3
)

 
2,600

 
None
 
2,627

 
2,600

 
—

OTHER
 
2.67% -
9.50%

(5)
 
 Dec-2016/
 Jan-2047
 
17

 

 
 
3,340

 
 
 
5,782

 
5,782

 
—

 
 
 

 
 
 
 
$
106

 

 
 
$
14,940

 
 
 
$
20,609

 
$
19,120

 
$
—

 
(1)  Equal monthly installments comprised of principal and interest, unless otherwise noted.
(2)  The aggregate carrying value for federal income tax purposes was $19,120 at December 31, 2013.
(3)  Payment represents interest only.
(4)  Interest rate increases to 4.75% on April 1, 2014.
(5)  Mortgage notes receivable aggregated in Other include a variable-rate note that bears interest at prime plus 2.0%, currently at 5.25%, and a variable-rate note that bears interest at LIBOR plus 2.50%.


The changes in mortgage notes receivable were as follows (in thousands):
 
 
Year Ended December 31,
 
2013
 
2012
 
2011
Beginning balance
$
19,383

 
$
34,239

 
$
30,519

Additions
—

 
—

 
15,334

Receipt of land in lieu of payment
—

 
—

 
(2,235
)
Non-cash transfer
—

 
(12,741
)
 
—

Write-off of uncollectable amounts
—

 
—

 
(1,900
)
Payments
(263
)
 
(2,115
)
 
(7,479
)
Ending balance
$
19,120

 
$
19,383

 
$
34,239


158


EXHIBIT INDEX
Exhibit
Number
 
 
Description
3.1
 
Amended and Restated Certificate of Incorporation of the Company, as amended through May 2, 2011 (q)
3.2
 
Amended and Restated Bylaws of the Company, as amended through November 25, 2013 (cc)
4.1
 
See Amended and Restated Certificate of Incorporation of the Company, as amended, and Amended and Restated Bylaws of the Company relating to the Common Stock, Exhibits 3.1 and 3.2 above
4.2
 
Certificate of Designations, dated June 25, 1998, relating to the 9.0% Series A Cumulative Redeemable Preferred Stock (c)
4.3
 
Certificate of Designation, dated April 30, 1999, relating to the Series 1999 Junior Participating Preferred Stock (c)
4.4
 
Terms of Series J Special Common Units of the Operating Partnership, pursuant to Article 4.4 of the Second Amended and Restated Partnership Agreement of the Operating Partnership (c)
4.5
 
Certificate of Designations, dated June 11, 2002, relating to the 8.75% Series B Cumulative Redeemable Preferred Stock (d)
4.6
 
Acknowledgment Regarding Issuance of Partnership Interests and Assumption of Partnership Agreement (f)
4.7
 
Certificate of Designations, dated August 13, 2003, relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (e)
4.8
 
Certificate of Correction of the Certificate of Designations relating to the 7.75% Series C Cumulative Redeemable Preferred Stock (g)
4.9
 
Certificate of Designations, dated December 10, 2004, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (g)
4.9.1
 
Amended and Restated Certificate of Designations, dated February 25, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (m)
4.9.2
 
Second Amended and Restated Certificate of Designations, dated October 14, 2010, relating to the 7.375% Series D Cumulative Redeemable Preferred Stock (o)
4.10
 
Certificate of Designations, dated October 1, 2012, relating to the 6.625% Series E Cumulative Redeemable Preferred Stock (u)
4.11
 
Terms of the Series S Special Common Units of the Operating Partnership, pursuant to the Third Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (h)
4.12
 
Terms of the Series L Special Common Units of the Operating Partnership, pursuant to the Fourth Amendment to the Second Amended and Restated Partnership Agreement of the Operating Partnership (i)
4.13
 
Terms of the Series K Special Common Units of the Operating Partnership, pursuant to the First Amendment to the Third Amended and Restated Partnership Agreement of the Operating Partnership (i)
4.14.1
 
Indenture dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (dd)
4.14.2
 
First Supplemental Indenture, dated as of November 26, 2013, among CBL & Associates Limited Partnership, CBL & Associates Properties, Inc. and U.S. Bank National Association (dd)
4.14.3
 
Limited Guarantee, dated as of November 26, 2013, of CBL & Associates Properties, Inc. (dd)
4.14.4
 
Global note evidencing the 5.250% Senior Notes due 2023 (dd)
10.1.1
 
Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 2, 2010 (p)
10.1.2
 
Certificate of Designation, dated October 1, 2012, relating to the 6.625% Series E Cumulative Preferred Units (v)
10.2
 
Property Management Agreement between the Operating Partnership and the Management Company (a)
10.3
 
Property Management Agreement relating to Retained Properties (a)
10.4
 
Subscription Agreement relating to purchase of the Common Stock and Preferred Stock of the Management Company (a)
10.5.1
 
CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (n)

159


Exhibit
Number
 
 
Description
10.5.2
 
Form of Stock Restriction Agreement for restricted stock awards in 2006 and subsequent years† (k)
10.5.3
 
First Amendment to CBL & Associates Properties, Inc. Second Amended and Restated Stock Incentive Plan† (r)
10.5.4
 
CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (s)
10.5.5
 
Original Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan† (y)
10.5.6
 
Form of Stock Restriction Agreement for Restricted Stock Awards under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (effective May 2013) † (aa)*
10.5.7
 
Amendment No. 1 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan†
10.6.1
 
Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed prior to 2013 (a)
10.6.2
 
Form of Indemnification Agreements between the Company and the Management Company and their officers and directors, for agreements executed in 2013 and subsequent years
10.7.1
 
Employment Agreement for Charles B. Lebovitz† (a)
10.7.2
 
Employment Agreement for John N. Foy† (a)
10.7.3
 
Employment Agreement for Stephen D. Lebovitz† (a)
10.7.4
 
Summary Description of CBL & Associates Properties, Inc. Director Compensation Arrangements†
10.7.5
 
CBL & Associates Properties, Inc. Tier III Post-65 Retiree Program† (w)
10.8.1
 
Option Agreement relating to certain Retained Properties (a)
10.8.2
 
Option Agreement relating to Outparcels (a)
10.9.1
 
Property Partnership Agreement relating to Hamilton Place (a)
10.9.2
 
Property Partnership Agreement relating to CoolSprings Galleria (a)
10.10.1
 
Acquisition Option Agreement relating to Hamilton Place (a)
10.10.2
 
Acquisition Option Agreement relating to the Hamilton Place Centers (a)
10.11.1
 
Share Ownership Agreement by and among the Company and its related parties and the Jacobs entities, dated as of January 31, 2001 (b)
10.12.1
 
Registration Rights Agreement by and between the Company and the Holders of SCU’s listed on Schedule A thereto, dated as of January 31, 2001 (b)
10.12.2
 
Registration Rights Agreement by and between the Company and Frankel Midland Limited Partnership, dated as of January 31, 2001 (b)
10.12.3
 
Registration Rights Agreement by and between the Company and Hess Abroms Properties of Huntsville, dated as of January 31, 2001 (b)
10.12.4
 
Registration Rights Agreement by and between the Company and the Holders of Series S Special Common Units of the Operating Partnership listed on Schedule A thereto, dated July 28, 2004 (h)
10.12.5
 
Form of Registration Rights Agreements between the Company and Certain Holders of Series K Special Common Units of the Operating Partnership, dated as of November 16, 2005 (i)
10.13.1
 
Amended and Restated Loan Agreement between the Operating Partnership and First Tennessee Bank National Association, dated June 8, 2012 (t)
10.13.2
 
Amended and Restated Loan Agreement by and among the Operating Partnership, the Company and First Tennessee Bank National Association, et. a. dated February 22, 2013 (x)
10.14
 
Amended and Restated Limited Liability Company Agreement of JG Gulf Coast Town Center LLC by and between JG Gulf Coast Member LLC, an Ohio limited liability company and CBL/Gulf Coast, LLC, a Florida limited liability company, dated April 27, 2005 (i)
10.15.1
 
Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of October 17, 2005 (i)
10.15.2
 
First Amendment to Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Oak Park Mall named therein, dated as of November 8, 2005 (i)
10.15.3
 
Contribution Agreement and Joint Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of October 17, 2005 (i)
10.15.4
 
First Amendment to Contribution Agreement and Joint  Escrow Instructions between the Company and the owners of Eastland Mall named therein, dated as of November 8, 2005 (i)

160


Exhibit
Number
 
 
Description
10.15.5
 
Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owners of Hickory Point Mall named therein, dated as of October 17, 2005 (i)
10.15.6
 
Purchase and Sale Agreement and Joint Escrow Instructions between the Company and the owner of Eastland Medical Building, dated as of October 17, 2005 (i)
10.15.7
 
Letter Agreement, dated as of October 17, 2005, between the Company and the other parties to the acquisition agreements listed above for Oak Park Mall, Eastland Mall, Hickory Point Mall and Eastland Medical Building (i)
10.16.1
 
Master Transaction Agreement by and among REJ Realty LLC, JG Realty Investors Corp., JG Manager LLC, JG North Raleigh L.L.C., JG Triangle Peripheral South LLC, and the Operating Partnership, effective October 24, 2005 (j)
10.16.2
 
Amended and Restated Limited Liability Company Agreement of Triangle Town Member, LLC by and among CBL Triangle Town Member, LLC and REJ Realty LLC, JG Realty Investors Corp. and JG Manager LLC, effective as of November 16, 2005 (j)
10.17.1
 
Contribution Agreement among Westfield America Limited Partnership, as Transferor, and CW Joint Venture, LLC, as Transferee, and CBL & Associates Limited Partnership, dated August 9, 2007 (l)
10.17.2
 
Contribution Agreement among CBL & Associates Limited Partnership, as Transferor, St. Clair Square, GP, Inc. and CW Joint Venture, LLC, as Transferee, and Westfield America Limited Partnership, dated August 9, 2007 (l)
10.17.3
 
Purchase and Sale Agreement between Westfield America Limited Partnership, as Transferor, and CBL & Associates Limited Partnership, as Transferee, dated August 9, 2007 (l)
10.18
 
Term Loan Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (bb)
10.19.1
 
Third Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated November 13, 2012 (y)
10.19.2
 
First Amendment to Third Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated January 31, 2013 (y)
10.19.3
 
Waiver and Second Amendment to Third Amended and Restated Credit Agreement by and among the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (bb)
10.20.1
 
Eighth Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated November 13, 2012 (y)
10.20.2
 
First Amendment to Eighth Amended and Restated Credit Agreement between CBL & Associates Limited Partnership and Wells Fargo Bank, National Association, et al., dated January 31, 2013 (y)
10.20.3
 
Waiver and Second Amendment to Eighth Amended and Restated Credit Agreement between the Operating Partnership and the Company, and Wells Fargo Bank, National Association, et al., dated July 30, 2013 (bb)
10.21.1
 
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Cantor Fitzgerald & Co. (z)
10.21.2
 
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and J.P. Morgan Securities LLC (z)
10.21.3
 
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and KeyBanc Capital Markets Inc. (z)
10.21.4
 
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and RBC Capital Markets, LLC (z)

10.21.5
 
Controlled Equity OfferingSM  Sales Agreement, dated March 1, 2013, by and between CBL & Associates Properties, Inc. and Wells Fargo Securities, LLC (z)

12.1
 
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Properties, Inc.

12.2
 
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of CBL & Associates Limited Partnership

12.3
 
Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Properties, Inc.
12.4
 
Computation of Ratio of Earnings to Fixed Charges of CBL & Associates Limited Partnership

161


Exhibit
Number
 
 
Description
21
 
Subsidiaries of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
23.1
 
Consent of Deloitte & Touche LLP (for the Company)
23.2
 
Consent of Deloitte & Touche LLP (for the Operating Partnership)
24
 
Power of Attorney
31.1
 
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.2
 
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.3
 
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
31.4
 
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.1
 
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.2
 
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.3
 
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.4
 
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document

(a)
Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (No. 33-67372), as filed with the Commission on January 27, 1994.*
(b)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 6, 2001.*
(c)
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.*
(d)
Incorporated by reference from the Company's Current Report on Form 8-K, dated June 10, 2002, filed on June 17, 2002.*
(e)
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on August 21, 2003.*
(f)
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.*
(g)
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on December 10, 2004.*
(h)
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.*
(i)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 22, 2005.*
(j)
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*
(k)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 24, 2006.*

162


(l)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
(m)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2010.*
(n)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.*
(o)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 18, 2010.*
(p)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 5, 2010.*
(q)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 4, 2011.*
(r)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.*
(s)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 10, 2012.*
(t)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.*
(u)
Incorporated by reference from the Company's Registration Statement on Form 8-A, filed on October 1, 2012.*
(v)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on October 5, 2012.*
(w)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on November 9, 2012.*
(x)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on February 28, 2013.*
(y)
Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.*
(z)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on March 1, 2013.*
(aa)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on May 17, 2013.*
(bb)
Incorporated by reference from the Company's Current Report on Form 8-K, filed on August 5, 2013.*
(cc)
Incorporated by reference from the Company's Current Report on Form 8-K, dated on November 25, 2013 and filed on November 26, 2013.**
(dd)
Incorporated by reference from the Company's Current Report on Form 8-K, dated and filed on November 26, 2013.**


†
A management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.
 
 
* Commission File No. 1-12494
** Commission File No. 1-12494 and 333-182515-01



163