Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three Months Ended
March 31, 2020
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
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Reconciliations of Supplementary Non-GAAP Financial Measures: |
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Condensed Combined Financial Statements - Unconsolidated Affiliates |
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Top 25 Tenants Based on Percentage of Total Annualized Revenues |
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CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans |
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Contact: Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR FIRST QUARTER 2020
AND PROVIDES FURTHER COVID-19 UPDATE
CHATTANOOGA, Tenn. (May 26, 2020) – CBL Properties (NYSE:CBL) announced results for the first quarter ended March 31, 2020, and provided a further update on the impact of the COVID-19 pandemic on its financial and operational performance. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
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| Three Months Ended March 31, |
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| 2020 |
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| 2019 |
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| % |
| |||
Net loss attributable to common shareholders per diluted share |
| $ | (0.75 | ) |
| $ | (0.29 | ) |
|
| (158.6 | )% |
Funds from Operations ("FFO") per diluted share |
| $ | 0.25 |
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| $ | 0.22 |
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| 13.6 | % |
FFO, as adjusted, per diluted share (1) |
| $ | 0.26 |
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| $ | 0.30 |
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| (13.3 | )% |
(1) | For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company’s reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 8 of this news release. |
KEY TAKEAWAYS:
| • | FFO per diluted share, as adjusted, was $0.26 for the first quarter 2020, compared with $0.30 per share for the first quarter 2019. First quarter 2020 FFO per share was impacted by $0.02 per share of dilution from asset sales completed since the prior-year period and $0.07 per share of lower property NOI offset by $0.02 per share lower interest expense and $0.02 per share lower net G&A expense. |
| • | Same-center sales per square foot for the twelve-months ended February 29, 2020, increased 3% to $392 per square foot compared with the prior-year period ended February 28, 2019. The majority of stores in the CBL portfolio closed during the month of March 2020, which resulted in a decline in reported same-center sales per square foot for the month of 45% compared with the prior year month. |
| • | Total Portfolio same-center NOI declined 8.7% for the three months ended March 31, 2020, as compared with the prior‑year period. |
| • | Portfolio occupancy as of March 31, 2020, was 89.5%, representing a 180-basis point decline compared with 91.3% as of March 31, 2019. Same-center mall occupancy was 87.8% as of March 31, 2020, a 200-basis point decline compared with 89.8% as of March 31, 2019. |
| • | CBL established a comprehensive COVID-19 operational response plan, including enacting a work from home protocol for employees, following CDC and governmental recommended guidelines across the portfolio for operating, closing and re‑opening plans and providing assistance to its local and regional tenants in various ways, including launching a dynamic informational website to help access local, state and federal resources. |
| • | The Company also took significant actions to improve liquidity and reduce costs in response to the COVID-19 pandemic. These steps included drawing $280 million on its line of credit, eliminating all non-essential expenditures, implementing a company-wide furlough and salary reduction program and delaying and suspending capital expenditures, including redevelopment investments (more details herein). |
1
“While first quarter results were largely as anticipated, the COVID-19 pandemic significantly shifted our expectations for the remainder of the year,” said Stephen D. Lebovitz, Chief Executive Officer. “The majority of the properties in our portfolio closed during March due to government mandates. As of May 25th, 66 of 68 CBL owned or managed malls have re-opened, subject to certain health and safety restrictions, including a dozen properties that are offering curbside or exterior-only service. As properties re-open, we have worked in cooperation with our tenants to institute strict guidelines, following CDC and health department recommendations, to help ensure the safety of our employees, tenants and customers.
“For the month of April, we received approximately 27% of billed cash rents. We estimate a collection rate for the month of May in the range of 25-30% based on preliminary cash receipts and conversations with retailers. The majority of our tenants requested rent relief, either in the form of rent deferrals or abatements. We have placed a number of tenants in default for non-payment of rent. We anticipate a significant portion of April and May rents will be collected later in 2020 and into 2021 under agreed upon deferral plans. However, negotiations are ongoing, and it is premature to estimate a recovery rate at this time.
“Our priority during this time of uncertainty has been to preserve cash. We announced significant steps to improve our liquidity position, including drawing down the available amount on our line of credit. In addition, we instituted a significant cost reduction program. We have been successful in deferring or halting approximately $60 - $80 million in planned capital expenditures, including redevelopment investments, for 2020. While we have paused several major projects, we are pursuing capital lite solutions for backfilling our remaining available anchors, including joint venture partnerships, favorable lease structures and third-party arrangements – all of which benefit our portfolio while preserving capital. Additionally, we were able to achieve debt service payment deferrals for a portion of our secured loans. Securitized lenders in general have shown minimal flexibility in amending loan payments.
“We have addressed nearly all of our major debt maturities for 2020 and are in discussions with existing lenders for certain 2021 secured loan maturities. As a reminder, we have no significant unsecured debt maturities until December 2023, and have time to evaluate the optimal financial roadmap for CBL. We are being proactive to determine the best strategies for addressing these future maturities and significantly reducing leverage.”
FINANCIAL RESULTS
Net loss attributable to common shareholders for the first quarter 2020 was $133.9 million, or $0.75 per diluted share, compared with a net loss of $50.2 million, or a loss of $0.29 per diluted share, for the first quarter 2019. Net loss for the first quarter 2020 was impacted by a $133.6 million loss on impairment of real estate to write down the carrying values of Monroeville Mall in Monroeville, PA, and Burnsville Center in Minneapolis, MN, to the properties’ estimated fair values.
FFO allocable to common shareholders, as adjusted, for the first quarter 2020 was $45.9 million, or $0.26 per diluted share, compared with $52.4 million, or $0.30 per diluted share, for the first quarter 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the first quarter 2020 was $51.6 million compared with $60.5 million for the first quarter 2019.
Percentage change in same-center Net Operating Income (“NOI”) (1):
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| Three Months Ended March 31, |
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| 2020 |
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Portfolio same-center NOI |
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| (8.7 | )% |
Mall same-center NOI |
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| (9.6 | )% |
(1) | CBL’s definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases. |
Major variances impacting same-center NOI for the three months ended March 31, 2020, include:
| • | Same-center NOI declined $11.8 million, due to a $12.1 million decrease in revenues offset by a $0.3 million decline in operating expenses. |
| • | Rental revenues declined $13.6 million, including a $6.4 million decline in tenant reimbursements and a $7.0 million decline in minimum and other rents. Percentage rents declined $0.2 million. |
| • | Property operating expenses increased $0.1 million compared with the prior year. Maintenance and repair expenses improved $0.5 million. Real estate tax expenses increased $0.1 million. |
2
On March 11, 2020, the World Health Organization classified COVID-19 as a pandemic. As a result of extraordinary governmental actions taken to contain COVID-19, the Company is unable to predict the full extent of the pandemic’s impact to the Company’s results of operations for the remainder of 2020. As a result, on March 25, 2020, CBL withdrew its full-year 2020 FFO per share, as adjusted, guidance and underlying assumptions and does not plan to reinstate full-year 2020 guidance until there is further clarity on the financial impact of the pandemic.
In response to local and state mandated closures, the majority of the properties in the CBL portfolio closed during the month of March 2020. Beginning in late April, government agencies began allowing the re-opening of certain properties with various health and safety restrictions or solely for curbside service. As of May 25th, 66 of 68 owned or managed mall properties have re-opened including twelve for curbside or exterior-only service. The safety and health of our customers, employees and tenants remains a top priority. With each re-opening, CBL has instituted a comprehensive re-opening plan that includes strict procedures and guidelines for our employees, tenants and property visitors based on CDC and other health agency recommendations.
During the month of April, CBL collected approximately 27% of billed cash-based rents and estimates May rent collections will be in the range of 25-30%. Many tenants have requested deferral of rent or in certain instances, abatement of rents due. While, in general, under the leases, CBL believes that the tenants have a clear contractual obligation to pay rent, CBL is working with tenants that may require rent deferral or relief. These tenant discussions are ongoing and at this time, CBL is unable to estimate the outcome of these discussions, the impact of these relief packages or the ultimate recoverability of any amounts deferred.
EXPENSE REDUCTION AND LIQUIDITY
As previously announced, CBL has implemented comprehensive programs to halt all non-essential expenditures, to reduce operating and overhead expenses and to reduce, defer or suspend capital expenditures, including redevelopment investments. These programs include:
| • | reductions to executive compensation, including a 50% reduction for CBL’s Chairman, CEO and President, a 50% reduction to independent director fees and a 20% reduction for other officers; |
| • | a broad-based temporary furlough program impacting approximately 300 employees, or 60% of CBL’s workforce; |
| • | salary reductions for the remaining staff; |
| • | capital expenditure reductions or deferrals, including redevelopment expenditures, estimated in the range of $60 million - $80 million; |
| • | suspension or delay of all other non-essential expenditures. |
CBL has also taken actions to improve its liquidity position to help offset the impact to near-term cash flows. In March, CBL completed a $280 million aggregate draw on its line of credit, which represented substantially all of the remaining available balance. CBL has also been able to achieve debt service payment deferrals for certain secured loans.
PORTFOLIO OPERATIONAL RESULTS
Occupancy(1):
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| As of March 31, |
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| 2020 |
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| 2019 |
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Total portfolio |
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| 89.5 | % |
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| 91.3 | % |
Malls: |
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Total Mall portfolio |
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| 87.8 | % |
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| 89.4 | % |
Same-center Malls |
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| 87.8 | % |
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| 89.8 | % |
Stabilized Malls |
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| 88.0 | % |
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| 89.7 | % |
Non-stabilized Malls (2) |
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| 80.0 | % |
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| 76.4 | % |
Associated centers |
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| 93.2 | % |
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| 96.9 | % |
Community centers |
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| 95.8 | % |
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| 97.6 | % |
(1) | Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community centers represents percentage of gross leasable area occupied. |
(2) | Represents occupancy for The Outlet Shoppes at Laredo. |
3
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
% Change in Average Gross Rent Per Square Foot: |
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| Three Months Ended March 31, 2020 |
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Stabilized Malls |
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| (7.4 | )% |
New leases |
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| 31.5 | % |
Renewal leases |
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| (11.2 | )% |
Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
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| Twelve Months Ended February 29, 2020 |
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| Twelve Months Ended February 28, 2019 |
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| % Change |
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Stabilized mall same-center sales per square foot |
| $ | 392 |
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| $ | 380 |
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| 3 | % |
FINANCING ACTIVITY
During the quarter, CBL retired two loans aggregating $84.7 million secured separately by Valley View Mall in Roanoke, VA and Parkway Place in Huntsville, AL.
CBL also closed on a new $4.68 million loan in first quarter 2020 secured by The Outlet Shoppes at Atlanta – Phase II with a new lender. The new loan will mature in November 2023, bears interest at 4.1% and replaced the existing loan, which matured in February 2020.
CBL has discontinued discussions with lenders for a potential modification and extension of the loans secured by Park Plaza in Little Rock, AR ($77.6 million) and Hickory Point in Forsyth, IL ($27.5 million). CBL anticipates cooperating with the lenders in foreclosure proceedings. CBL is also working with the servicer for the loan secured by EastGate Mall in Cincinnati, OH ($31.9 million) to return the property to the lender.
CBL is currently in discussions with the lenders to modify and extend the loans secured by Burnsville Center in Minneapolis, MN ($64.2 million) and Greenbrier Mall in Chesapeake, VA ($64.5 million). These discussions are ongoing and CBL is not able to predict the outcome at this time.
DISPOSITIONS
CBL did not complete any major dispositions during the quarter.
ANCHOR REPLACEMENT PROGRESS AND REDEVELOPMENT
As part of overall cost reduction and cash preservation actions, CBL has suspended or delayed certain redevelopment projects, where possible. Detailed project information is available in CBL’s Financial Supplement for Q1 2020.
ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high-quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
NON-GAAP FINANCIAL MEASURES
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FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.
The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its 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 the Company’s operating performance or to cash flow as a measure of liquidity.
The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 8 of this news release for a description of these adjustments.
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
The Company computes NOI based on the Operating Partnership’s pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's 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 the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in
5
order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on its pro rata ownership share (including the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.
6
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
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| Three Months Ended March 31, |
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| 2020 |
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| 2019 |
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REVENUES: |
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Rental revenues |
| $ | 161,173 |
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| $ | 190,980 |
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Management, development and leasing fees |
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| 2,092 |
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|
| 2,523 |
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Other |
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| 4,309 |
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| 4,527 |
|
Total revenues |
| �� | 167,574 |
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| 198,030 |
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OPERATING EXPENSES: |
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Property operating |
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| (25,709 | ) |
|
| (28,980 | ) |
Depreciation and amortization |
|
| (55,902 | ) |
|
| (69,792 | ) |
Real estate taxes |
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| (18,448 | ) |
|
| (19,919 | ) |
Maintenance and repairs |
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| (11,208 | ) |
|
| (12,776 | ) |
General and administrative |
|
| (17,836 | ) |
|
| (22,007 | ) |
Loss on impairment |
|
| (133,644 | ) |
|
| (24,825 | ) |
Litigation settlement |
|
| — |
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|
| (88,150 | ) |
Other |
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| (158 | ) |
|
| — |
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Total operating expenses |
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| (262,905 | ) |
|
| (266,449 | ) |
OTHER INCOME (EXPENSES): |
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Interest and other income |
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| 2,397 |
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| 489 |
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Interest expense |
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| (46,992 | ) |
|
| (53,998 | ) |
Gain on extinguishment of debt |
|
| — |
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| 71,722 |
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Gain on sales of real estate assets |
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| 140 |
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| 228 |
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Income tax provision |
|
| (526 | ) |
|
| (139 | ) |
Equity in earnings of unconsolidated affiliates |
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| 1,018 |
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| 3,308 |
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Total other income (expenses) |
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| (43,963 | ) |
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| 21,610 |
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Net loss |
|
| (139,294 | ) |
|
| (46,809 | ) |
Net loss attributable to noncontrolling interests in: |
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Operating Partnership |
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| 16,414 |
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|
| 7,758 |
|
Other consolidated subsidiaries |
|
| 207 |
|
|
| 75 |
|
Net loss attributable to the Company |
|
| (122,673 | ) |
|
| (38,976 | ) |
Preferred dividends declared |
|
| — |
|
|
| (11,223 | ) |
Preferred dividends undeclared |
|
| (11,223 | ) |
|
| — |
|
Net loss attributable to common shareholders |
| $ | (133,896 | ) |
| $ | (50,199 | ) |
Basic and diluted per share data attributable to common shareholders: |
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|
|
|
|
|
|
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Net loss attributable to common shareholders |
| $ | (0.75 | ) |
| $ | (0.29 | ) |
Weighted-average common and potential dilutive common shares outstanding |
|
| 179,133 |
|
|
| 173,252 |
|
7
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Net loss attributable to common shareholders |
| $ | (133,896 | ) |
| $ | (50,199 | ) |
Noncontrolling interest in loss of Operating Partnership |
|
| (16,414 | ) |
|
| (7,758 | ) |
Depreciation and amortization expense of: |
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|
|
|
|
|
|
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Consolidated properties |
|
| 55,902 |
|
|
| 69,792 |
|
Unconsolidated affiliates |
|
| 13,510 |
|
|
| 10,666 |
|
Non-real estate assets |
|
| (917 | ) |
|
| (897 | ) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries |
|
| (923 | ) |
|
| (2,157 | ) |
Loss on impairment |
|
| 133,644 |
|
|
| 24,825 |
|
(Gain) loss on depreciable property |
|
| 25 |
|
|
| (242 | ) |
FFO allocable to Operating Partnership common unitholders |
|
| 50,931 |
|
|
| 44,030 |
|
Litigation settlement, net of taxes (1) |
|
| — |
|
|
| 87,667 |
|
Non-cash default interest expense (2) |
|
| 690 |
|
|
| 542 |
|
Gain on extinguishment of debt (3) |
|
| — |
|
|
| (71,722 | ) |
FFO allocable to Operating Partnership common unitholders, as adjusted |
| $ | 51,621 |
|
| $ | 60,517 |
|
FFO per diluted share |
| $ | 0.25 |
|
| $ | 0.22 |
|
FFO, as adjusted, per diluted share |
| $ | 0.26 |
|
| $ | 0.30 |
|
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted |
|
| 201,258 |
|
|
| 200,010 |
|
(1) | The three months ended March 31, 2019 is comprised of the accrued maximum expense of $88.2 million related to the proposed settlement of a class action lawsuit. |
(2) | The three months ended March 31, 2020 includes default interest expense related to Greenbrier Mall and Hickory Point Mall. The three months ended March 31, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. |
(3) | The three months ended March 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019. |
8
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
The reconciliation of diluted EPS to FFO per diluted share is as follows:
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Diluted EPS attributable to common shareholders |
| $ | (0.75 | ) |
| $ | (0.29 | ) |
Eliminate amounts per share excluded from FFO: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests |
|
| 0.34 |
|
|
| 0.39 |
|
Loss on impairment |
|
| 0.66 |
|
|
| 0.12 |
|
FFO per diluted share |
| $ | 0.25 |
|
| $ | 0.22 |
|
The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
FFO allocable to Operating Partnership common unitholders |
| $ | 50,931 |
|
| $ | 44,030 |
|
Percentage allocable to common shareholders (1) |
|
| 89.01 | % |
|
| 86.62 | % |
FFO allocable to common shareholders |
| $ | 45,334 |
|
| $ | 38,139 |
|
FFO allocable to Operating Partnership common unitholders, as adjusted |
| $ | 51,621 |
|
| $ | 60,517 |
|
Percentage allocable to common shareholders (1) |
|
| 89.01 | % |
|
| 86.62 | % |
FFO allocable to common shareholders, as adjusted |
| $ | 45,948 |
|
| $ | 52,420 |
|
(1) | Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 13. |
9
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
SUPPLEMENTAL FFO INFORMATION: |
|
|
|
|
|
|
|
|
Lease termination fees |
| $ | 220 |
|
| $ | 1,017 |
|
Lease termination fees per share |
| $ | — |
|
| $ | 0.01 |
|
|
|
|
|
|
|
|
|
|
Straight-line rental income |
| $ | 892 |
|
| $ | 237 |
|
Straight-line rental income per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Gains on outparcel sales |
| $ | 165 |
|
| $ | 618 |
|
Gains on outparcel sales per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Net amortization of acquired above- and below-market leases |
| $ | 903 |
|
| $ | 808 |
|
Net amortization of acquired above- and below-market leases per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Net amortization of debt premiums and discounts |
| $ | 343 |
|
| $ | 324 |
|
Net amortization of debt premiums and discounts per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Income tax provision |
| $ | (526 | ) |
| $ | (139 | ) |
Income tax provision per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Gain on extinguishment of debt |
| $ | — |
|
| $ | 71,722 |
|
Gain on extinguishment of debt per share |
| $ | — |
|
| $ | 0.36 |
|
|
|
|
|
|
|
|
|
|
Non-cash default interest expense |
| $ | (690 | ) |
| $ | (542 | ) |
Non-cash default interest expense per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Abandoned projects expense |
| $ | (158 | ) |
| $ | — |
|
Abandoned projects expense per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Interest capitalized |
| $ | 726 |
|
| $ | 563 |
|
Interest capitalized per share |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
Litigation settlement, net of taxes |
| $ | — |
|
| $ | 87,667 |
|
Litigation settlement, net of taxes per share |
| $ | — |
|
| $ | 0.44 |
|
|
|
|
|
|
|
|
|
|
|
| As of March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Straight-line rent receivable |
| $ | 55,845 |
|
| $ | 53,870 |
|
10
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
Same-center Net Operating Income
(Dollars in thousands)
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Net loss |
| $ | (139,294 | ) |
| $ | (46,809 | ) |
Adjustments: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 55,902 |
|
|
| 69,792 |
|
Depreciation and amortization from unconsolidated affiliates |
|
| 13,510 |
|
|
| 10,666 |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries |
|
| (923 | ) |
|
| (2,157 | ) |
Interest expense |
|
| 46,992 |
|
|
| 53,998 |
|
Interest expense from unconsolidated affiliates |
|
| 7,676 |
|
|
| 6,570 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries |
|
| (582 | ) |
|
| (1,766 | ) |
Abandoned projects expense |
|
| 158 |
|
|
| — |
|
Gain on sales of real estate assets |
|
| (140 | ) |
|
| (228 | ) |
Gain on sales of real estate assets of unconsolidated affiliates |
|
| — |
|
|
| (630 | ) |
Gain on extinguishment of debt |
|
| — |
|
|
| (71,722 | ) |
Loss on impairment |
|
| 133,644 |
|
|
| 24,825 |
|
Litigation settlement |
|
| — |
|
|
| 88,150 |
|
Income tax provision |
|
| 526 |
|
|
| 139 |
|
Lease termination fees |
|
| (220 | ) |
|
| (1,017 | ) |
Straight-line rent and above- and below-market lease amortization |
|
| (1,795 | ) |
|
| (1,045 | ) |
Net loss attributable to noncontrolling interests in other consolidated subsidiaries |
|
| 207 |
|
|
| 75 |
|
General and administrative expenses |
|
| 17,836 |
|
|
| 22,007 |
|
Management fees and non-property level revenues |
|
| (4,177 | ) |
|
| (2,666 | ) |
Operating Partnership's share of property NOI |
|
| 129,320 |
|
|
| 148,182 |
|
Non-comparable NOI |
|
| (5,665 | ) |
|
| (12,720 | ) |
Total same-center NOI (1) |
| $ | 123,655 |
|
| $ | 135,462 |
|
Total same-center NOI percentage change |
|
| (8.7 | )% |
|
|
|
|
11
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
Same-center Net Operating Income
(Continued)
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Malls |
| $ | 109,388 |
|
| $ | 120,967 |
|
Associated centers |
|
| 7,460 |
|
|
| 8,127 |
|
Community centers |
|
| 5,597 |
|
|
| 5,167 |
|
Offices and other |
|
| 1,210 |
|
|
| 1,201 |
|
Total same-center NOI (1) |
| $ | 123,655 |
|
| $ | 135,462 |
|
Percentage Change: |
|
|
|
|
|
|
|
|
Malls |
|
| (9.6 | )% |
|
|
|
|
Associated centers |
|
| (8.2 | )% |
|
|
|
|
Community centers |
|
| 8.3 | % |
|
|
|
|
Offices and other |
|
| 0.7 | % |
|
|
|
|
Total same-center NOI (1) |
|
| (8.7 | )% |
|
|
|
|
(1) | CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of March 31, 2020, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending March 31, 2020. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender. |
12
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020 and 2019
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
|
| As of March 31, 2020 |
| ||||||||||||||||||
|
| Fixed Rate |
|
| Variable Rate |
|
| Total per Debt Schedule |
|
|
| Unamortized Deferred Financing Costs |
|
| Total |
| |||||
Consolidated debt |
| $ | 2,601,849 |
|
| $ | 1,203,075 |
|
| $ | 3,804,924 |
|
|
| $ | (15,232 | ) |
| $ | 3,789,692 |
|
Noncontrolling interests' share of consolidated debt |
|
| (30,505 | ) |
|
| — |
|
|
| (30,505 | ) |
|
|
| 304 |
|
|
| (30,201 | ) |
Company's share of unconsolidated affiliates' debt |
|
| 629,306 |
|
|
| 111,936 |
|
|
| 741,242 |
|
|
|
| (2,774 | ) |
|
| 738,468 |
|
Company's share of consolidated and unconsolidated debt |
| $ | 3,200,650 |
|
| $ | 1,315,011 |
|
| $ | 4,515,661 |
|
|
| $ | (17,702 | ) |
| $ | 4,497,959 |
|
Weighted-average interest rate |
|
| 5.06 | % |
|
| 3.87 | % |
|
| 4.72 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of March 31, 2019 |
| ||||||||||||||||||
|
| Fixed Rate |
|
| Variable Rate |
|
| Total per Debt Schedule |
|
|
| Unamortized Deferred Financing Costs |
|
| Total |
| |||||
Consolidated debt |
| $ | 2,971,830 |
|
| $ | 970,453 |
|
| $ | 3,942,283 |
|
|
| $ | (20,083 | ) |
| $ | 3,922,200 |
|
Noncontrolling interests' share of consolidated debt |
|
| (93,909 | ) |
|
| — |
|
|
| (93,909 | ) |
|
|
| 775 |
|
|
| (93,134 | ) |
Company's share of unconsolidated affiliates' debt |
|
| 547,494 |
|
|
| 84,404 |
|
|
| 631,898 |
|
|
|
| (2,529 | ) |
|
| 629,369 |
|
Company's share of consolidated and unconsolidated debt |
| $ | 3,425,415 |
|
| $ | 1,054,857 |
|
| $ | 4,480,272 |
|
|
| $ | (21,837 | ) |
| $ | 4,458,435 |
|
Weighted-average interest rate |
|
| 5.16 | % |
|
| 4.78 | % |
|
| 5.07 | % |
|
|
|
|
|
|
|
|
|
Total Market Capitalization as of March 31, 2020
(In thousands, except stock price)
|
| Shares Outstanding |
|
| Stock Price (1) |
| ||
Common stock and operating partnership units |
|
| 201,706 |
|
| $ | 0.20 |
|
7.375% Series D Cumulative Redeemable Preferred Stock |
|
| 1,815 |
|
|
| 250.00 |
|
6.625% Series E Cumulative Redeemable Preferred Stock |
|
| 690 |
|
|
| 250.00 |
|
(1) | Stock price for common stock and Operating Partnership units equals the closing price of the common stock on March 31, 2020. The stock prices for the preferred stocks represent the liquidation preference of each respective series. |
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
|
| Three Months Ended March 31, |
| |||||
|
| Basic |
|
| Diluted |
| ||
2020: |
|
|
|
|
|
|
|
|
Weighted-average shares - EPS |
|
| 179,133 |
|
|
| 179,133 |
|
Weighted-average Operating Partnership units |
|
| 22,125 |
|
|
| 22,125 |
|
Weighted-average shares - FFO |
|
| 201,258 |
|
|
| 201,258 |
|
2019: |
|
|
|
|
|
|
|
|
Weighted-average shares - EPS |
|
| 173,252 |
|
|
| 173,252 |
|
Weighted-average Operating Partnership units |
|
| 26,758 |
|
|
| 26,758 |
|
Weighted-average shares - FFO |
|
| 200,010 |
|
|
| 200,010 |
|
13
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020 and 2019
(Unaudited; in thousands, except share data)
|
| As of |
| |||||
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||
ASSETS |
|
|
|
|
|
|
|
|
Real estate assets: |
|
|
|
|
|
|
|
|
Land |
| $ | 718,547 |
|
| $ | 730,218 |
|
Buildings and improvements |
|
| 5,360,133 |
|
|
| 5,631,831 |
|
|
|
| 6,078,680 |
|
|
| 6,362,049 |
|
Accumulated depreciation |
|
| (2,218,254 | ) |
|
| (2,349,404 | ) |
|
|
| 3,860,426 |
|
|
| 4,012,645 |
|
Developments in progress |
|
| 31,009 |
|
|
| 49,351 |
|
Net investment in real estate assets |
|
| 3,891,435 |
|
|
| 4,061,996 |
|
Cash and cash equivalents |
|
| 159,117 |
|
|
| 32,816 |
|
Available-for-sale securities - at amortized cost (fair value of $153,172 in 2020) |
|
| 153,150 |
|
|
| — |
|
Receivables: |
|
|
|
|
|
|
|
|
Tenant |
|
| 72,157 |
|
|
| 75,252 |
|
Other |
|
| 10,152 |
|
|
| 10,792 |
|
Mortgage and other notes receivable |
|
| 3,523 |
|
|
| 4,662 |
|
Investments in unconsolidated affiliates |
|
| 299,797 |
|
|
| 307,354 |
|
Intangible lease assets and other assets |
|
| 131,984 |
|
|
| 129,474 |
|
|
| $ | 4,721,315 |
|
| $ | 4,622,346 |
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY |
|
|
|
|
|
|
|
|
Mortgage and other indebtedness, net |
| $ | 3,789,692 |
|
| $ | 3,527,015 |
|
Accounts payable and accrued liabilities |
|
| 205,470 |
|
|
| 231,306 |
|
Total liabilities |
|
| 3,995,162 |
|
|
| 3,758,321 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
| 1,062 |
|
|
| 2,160 |
|
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, 191,965,622 and 174,115,111 issued and outstanding in 2020 and 2019, respectively |
|
| 1,920 |
|
|
| 1,741 |
|
Additional paid-in capital |
|
| 1,977,891 |
|
|
| 1,965,897 |
|
Accumulated other comprehensive income |
|
| 22 |
|
|
| — |
|
Dividends in excess of cumulative earnings |
|
| (1,284,024 | ) |
|
| (1,161,351 | ) |
Total shareholders' equity |
|
| 695,834 |
|
|
| 806,312 |
|
Noncontrolling interests |
|
| 29,257 |
|
|
| 55,553 |
|
Total equity |
|
| 725,091 |
|
|
| 861,865 |
|
|
| $ | 4,721,315 |
|
| $ | 4,622,346 |
|
14
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020 and 2019
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||
ASSETS: |
|
|
|
|
|
|
|
|
Investment in real estate assets |
| $ | 2,288,173 |
|
| $ | 2,293,438 |
|
Accumulated depreciation |
|
| (819,034 | ) |
|
| (803,909 | ) |
|
|
| 1,469,139 |
|
|
| 1,489,529 |
|
Developments in progress |
|
| 70,039 |
|
|
| 46,503 |
|
Net investment in real estate assets |
|
| 1,539,178 |
|
|
| 1,536,032 |
|
Other assets |
|
| 141,501 |
|
|
| 154,427 |
|
Total assets |
| $ | 1,680,679 |
|
| $ | 1,690,459 |
|
LIABILITIES: |
|
|
|
|
|
|
|
|
Mortgage and other indebtedness, net |
| $ | 1,422,015 |
|
| $ | 1,417,644 |
|
Other liabilities |
|
| 32,675 |
|
|
| 41,007 |
|
Total liabilities |
|
| 1,454,690 |
|
|
| 1,458,651 |
|
OWNERS' EQUITY: |
|
|
|
|
|
|
|
|
The Company |
|
| 146,192 |
|
|
| 149,376 |
|
Other investors |
|
| 79,797 |
|
|
| 82,432 |
|
Total owners' equity |
|
| 225,989 |
|
|
| 231,808 |
|
Total liabilities and owners’ equity |
| $ | 1,680,679 |
|
| $ | 1,690,459 |
|
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Total revenues |
| $ | 60,514 |
|
| $ | 55,867 |
|
Depreciation and amortization |
|
| (22,093 | ) |
|
| (19,357 | ) |
Operating expenses |
|
| (19,286 | ) |
|
| (16,921 | ) |
Interest and other income |
|
| 365 |
|
|
| 351 |
|
Interest expense |
|
| (14,457 | ) |
|
| (14,564 | ) |
Gain on sales of real estate assets |
|
| — |
|
|
| 634 |
|
Net income |
| $ | 5,043 |
|
| $ | 6,010 |
|
|
|
|
|
|
|
|
|
|
|
| Company's Share for the |
| |||||
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Total revenues |
| $ | 32,037 |
|
| $ | 27,873 |
|
Depreciation and amortization |
|
| (13,510 | ) |
|
| (10,666 | ) |
Operating expenses |
|
| (10,082 | ) |
|
| (8,201 | ) |
Interest and other income |
|
| 249 |
|
|
| 242 |
|
Interest expense |
|
| (7,676 | ) |
|
| (6,570 | ) |
Gain on sales of real estate assets |
|
| — |
|
|
| 630 |
|
Net income |
| $ | 1,018 |
|
| $ | 3,308 |
|
15
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, and the Company's share of abandoned projects expense, gain or loss on extinguishment of debt and litigation settlement, net of taxes.
The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Net loss |
| $ | (139,294 | ) |
| $ | (46,809 | ) |
Depreciation and amortization |
|
| 55,902 |
|
|
| 69,792 |
|
Depreciation and amortization from unconsolidated affiliates |
|
| 13,510 |
|
|
| 10,666 |
|
Interest expense |
|
| 46,992 |
|
|
| 53,998 |
|
Interest expense from unconsolidated affiliates |
|
| 7,676 |
|
|
| 6,570 |
|
Income taxes |
|
| 523 |
|
|
| 247 |
|
Loss on impairment |
|
| 133,644 |
|
|
| 24,825 |
|
(Gain) loss on depreciable property |
|
| 25 |
|
|
| (242 | ) |
EBITDAre (1) |
|
| 118,978 |
|
|
| 119,047 |
|
Gain on extinguishment of debt |
|
| — |
|
|
| (71,722 | ) |
Litigation settlement, net of taxes |
|
| — |
|
|
| 87,667 |
|
Abandoned projects |
|
| 158 |
|
|
| — |
|
Net loss attributable to noncontrolling interests in other consolidated subsidiaries |
|
| 207 |
|
|
| 75 |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries |
|
| (923 | ) |
|
| (2,157 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries |
|
| (582 | ) |
|
| (1,766 | ) |
Company's share of Adjusted EBITDAre |
| $ | 117,838 |
|
| $ | 131,144 |
|
(1) | Includes $165 and $615 for the three months ended March 31, 2020 and 2019, respectively, related to sales of non-depreciable real estate assets. |
Interest Expense: |
|
|
|
|
|
|
|
|
Interest expense |
| $ | 46,992 |
|
| $ | 53,998 |
|
Interest expense from unconsolidated affiliates |
|
| 7,676 |
|
|
| 6,570 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries |
|
| (582 | ) |
|
| (1,766 | ) |
Company's share of interest expense |
| $ | 54,086 |
|
| $ | 58,802 |
|
Ratio of Adjusted EBITDAre to Interest Expense |
|
| 2.2 | x |
|
| 2.2 | x |
16
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Company's share of Adjusted EBITDAre |
| $ | 117,838 |
|
| $ | 131,144 |
|
Interest expense |
|
| (46,992 | ) |
|
| (53,998 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries |
|
| 582 |
|
|
| 1,766 |
|
Income taxes |
|
| (523 | ) |
|
| (247 | ) |
Net amortization of deferred financing costs, debt premiums and discounts |
|
| 1,990 |
|
|
| 2,304 |
|
Net amortization of intangible lease assets and liabilities |
|
| (687 | ) |
|
| (551 | ) |
Depreciation and interest expense from unconsolidated affiliates |
|
| (21,186 | ) |
|
| (17,236 | ) |
Litigation settlement, net of taxes |
|
| — |
|
|
| (87,667 | ) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries |
|
| 923 |
|
|
| 2,157 |
|
Net loss attributable to noncontrolling interests in other consolidated subsidiaries |
|
| (207 | ) |
|
| (75 | ) |
(Gain) loss on outparcel sales |
|
| (165 | ) |
|
| 14 |
|
Gain on insurance proceeds |
|
| (511 | ) |
|
| (690 | ) |
Equity in earnings of unconsolidated affiliates |
|
| (1,018 | ) |
|
| (3,308 | ) |
Distributions of earnings from unconsolidated affiliates |
|
| 4,235 |
|
|
| 5,671 |
|
Share-based compensation expense |
|
| 1,545 |
|
|
| 2,043 |
|
Change in estimate of uncollectable rental revenues |
|
| 2,312 |
|
|
| 1,540 |
|
Change in deferred tax assets |
|
| (239 | ) |
|
| 63 |
|
Changes in operating assets and liabilities |
|
| (19,169 | ) |
|
| 72,558 |
|
Cash flows provided by operating activities |
| $ | 38,728 |
|
| $ | 55,488 |
|
Components of Consolidated Rental Revenues
The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Minimum rents |
| $ | 118,256 |
|
| $ | 137,558 |
|
Percentage rents |
|
| 1,639 |
|
|
| 2,242 |
|
Other rents |
|
| 1,976 |
|
|
| 2,008 |
|
Tenant reimbursements |
|
| 41,614 |
|
|
| 50,712 |
|
Estimate of uncollectable amounts |
|
| (2,312 | ) |
|
| (1,540 | ) |
Total rental revenues |
| $ | 161,173 |
|
| $ | 190,980 |
|
17
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands)
Property |
| Location |
| Non- controlling Interest % |
|
| Original Maturity Date |
| Optional Extended Maturity Date |
| Interest Rate |
|
| Balance |
|
| Balance |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fixed |
|
| Variable |
| ||
Operating Properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenbrier Mall (1) |
| Chesapeake, VA |
|
|
|
|
| Dec-19 |
|
|
|
| 5.41 | % |
| $ | 64,501 |
|
| $ | 64,501 |
|
| $ | — |
|
Hickory Point Mall (1) |
| Forsyth, IL |
|
|
|
|
| Dec-19 |
|
|
|
| 5.85 | % |
|
| 27,446 |
|
|
| 27,446 |
|
|
| — |
|
Burnsville Center |
| Burnsville, MN |
|
|
|
|
| Jul-20 |
|
|
|
| 6.00 | % |
|
| 64,233 |
|
|
| 64,233 |
|
|
| — |
|
Parkdale Mall & Crossing |
| Beaumont, TX |
|
|
|
|
| Mar-21 |
|
|
|
| 5.85 | % |
|
| 75,121 |
|
|
| 75,121 |
|
|
| — |
|
EastGate Mall |
| Cincinnati, OH |
|
|
|
|
| Apr-21 |
|
|
|
| 5.83 | % |
|
| 31,952 |
|
|
| 31,952 |
|
|
| — |
|
Hamilton Crossing & Expansion |
| Chattanooga, TN |
|
|
|
|
| Apr-21 |
|
|
|
| 5.99 | % |
|
| 8,444 |
|
|
| 8,444 |
|
|
| — |
|
Park Plaza Mall |
| Little Rock, AR |
|
|
|
|
| Apr-21 |
|
|
|
| 5.28 | % |
|
| 77,577 |
|
|
| 77,577 |
|
|
| — |
|
Fayette Mall |
| Lexington, KY |
|
|
|
|
| May-21 |
|
|
|
| 5.42 | % |
|
| 145,459 |
|
|
| 145,459 |
|
|
| — |
|
The Outlet Shoppes at Laredo |
| Laredo, TX |
|
|
|
|
| May-21 |
|
|
|
| 4.23 | % |
|
| 41,500 |
|
|
| — |
|
|
| 41,500 |
|
Alamance Crossing - East |
| Burlington, NC |
|
|
|
|
| Jul-21 |
|
|
|
| 5.83 | % |
|
| 44,296 |
|
|
| 44,296 |
|
|
| — |
|
Asheville Mall |
| Asheville, NC |
|
|
|
|
| Sep-21 |
|
|
|
| 5.80 | % |
|
| 63,405 |
|
|
| 63,405 |
|
|
| — |
|
Cross Creek Mall |
| Fayetteville, NC |
|
|
|
|
| Jan-22 |
|
|
|
| 4.54 | % |
|
| 110,209 |
|
|
| 110,209 |
|
|
| — |
|
Northwoods Mall |
| North Charleston, SC |
|
|
|
|
| Apr-22 |
|
|
|
| 5.08 | % |
|
| 63,403 |
|
|
| 63,403 |
|
|
| — |
|
Arbor Place |
| Atlanta (Douglasville), GA |
|
|
|
|
| May-22 |
|
|
|
| 5.10 | % |
|
| 106,239 |
|
|
| 106,239 |
|
|
| — |
|
CBL Center |
| Chattanooga, TN |
|
|
|
|
| Jun-22 |
|
|
|
| 5.00 | % |
|
| 16,800 |
|
|
| 16,800 |
|
|
| — |
|
Jefferson Mall |
| Louisville, KY |
|
|
|
|
| Jun-22 |
|
|
|
| 4.75 | % |
|
| 61,572 |
|
|
| 61,572 |
|
|
| — |
|
Southpark Mall |
| Colonial Heights, VA |
|
|
|
|
| Jun-22 |
|
|
|
| 4.85 | % |
|
| 58,086 |
|
|
| 58,086 |
|
|
| — |
|
WestGate Mall |
| Spartanburg, SC |
|
|
|
|
| Jul-22 |
|
|
|
| 4.99 | % |
|
| 32,480 |
|
|
| 32,480 |
|
|
| — |
|
Volusia Mall |
| Daytona Beach, FL |
|
|
|
|
| May-24 |
|
|
|
| 4.56 | % |
|
| 48,026 |
|
|
| 48,026 |
|
|
| — |
|
The Outlet Shoppes at Gettysburg |
| Gettysburg, PA |
|
|
|
|
| Oct-25 |
|
|
|
| 4.80 | % |
|
| 36,980 |
|
|
| 36,980 |
|
|
| — |
|
Hamilton Place |
| Chattanooga, TN |
|
|
|
|
| Jun-26 |
|
|
|
| 4.36 | % |
|
| 99,950 |
|
|
| 99,950 |
|
|
| — |
|
Total Loans On Operating Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,277,679 |
|
|
| 1,236,179 |
|
|
| 41,500 |
|
Weighted-average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5.16 | % |
|
| 5.19 | % |
|
| 4.23 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction Loan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brookfield Square Anchor Redevelopment |
| Brookfield, WI |
|
|
|
|
| Oct-21 |
| Oct-22 |
|
| 4.42 | % |
|
| 29,400 |
|
|
| — |
|
|
| 29,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Partnership Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured credit facility: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured line of credit ($685,000 capacity) |
|
|
|
|
|
|
| Jul-23 |
|
|
|
| 3.83 | % |
|
| 675,925 |
|
|
| — |
|
|
| 675,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured term loan |
|
|
|
|
|
|
| Jul-23 |
|
|
|
| 3.83 | % |
|
| 456,250 |
|
|
| — |
|
|
| 456,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured 5.25% notes |
|
|
|
|
|
|
| Dec-23 |
|
|
|
| 5.25 | % |
|
| 450,000 |
|
|
| 450,000 |
|
|
| — |
|
Senior unsecured 5.25% notes (discount) |
|
|
|
|
|
|
| Dec-23 |
|
|
|
| 5.25 | % |
|
| (1,984 | ) |
|
| (1,984 | ) |
|
| — |
|
Senior unsecured 4.60% notes |
|
|
|
|
|
|
| Oct-24 |
|
|
|
| 4.60 | % |
|
| 300,000 |
|
|
| 300,000 |
|
|
| — |
|
Senior unsecured 4.60% notes (discount) |
|
|
|
|
|
|
| Oct-24 |
|
|
|
| 4.60 | % |
|
| (38 | ) |
|
| (38 | ) |
|
| — |
|
Senior unsecured 5.95% notes |
|
|
|
|
|
|
| Dec-26 |
|
|
|
| 5.95 | % |
|
| 625,000 |
|
|
| 625,000 |
|
|
| — |
|
Senior unsecured 5.95% notes (discount) |
|
|
|
|
|
|
| Dec-26 |
|
|
|
| 5.95 | % |
|
| (7,308 | ) |
|
| (7,308 | ) |
|
| — |
|
|
| SUBTOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,365,670 |
|
|
| 1,365,670 |
|
|
| — |
|
18
Property |
| Location |
| Non- controlling Interest % |
|
| Original Maturity Date |
| Optional Extended Maturity Date |
| Interest Rate |
|
| Balance |
|
| Balance |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fixed |
|
| Variable |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total Consolidated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,804,924 |
| (2) | $ | 2,601,849 |
|
| $ | 1,203,075 |
|
Weighted-average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.85 | % |
|
| 5.31 | % |
|
| 3.86 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus CBL's Share Of Unconsolidated Affiliates' Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Outlet Shoppes of the Bluegrass - Phase II |
| Simpsonville, KY |
|
|
|
|
| Jul-20 |
|
|
|
| 4.08 | % |
| $ | 9,182 |
|
| $ | — |
|
| $ | 9,182 |
|
Ambassador Town Center Infrastructure Improvements |
| Lafayette, LA |
|
|
|
|
| Aug-20 |
|
|
|
| 3.74 | % |
|
| 9,360 |
| (3) |
| 9,360 |
|
|
| — |
|
The Shoppes at Eagle Point |
| Cookeville, TN |
|
|
|
|
| Oct-20 |
| Oct-22 |
|
| 3.68 | % |
|
| 17,594 |
|
|
| — |
|
|
| 17,594 |
|
Hammock Landing - Phase I |
| West Melbourne, FL |
|
|
|
|
| Feb-21 |
| Feb-23 |
|
| 3.83 | % |
|
| 19,806 |
|
|
| — |
|
|
| 19,806 |
|
Hammock Landing - Phase II |
| West Melbourne, FL |
|
|
|
|
| Feb-21 |
| Feb-23 |
|
| 3.83 | % |
|
| 7,779 |
|
|
| — |
|
|
| 7,779 |
|
The Pavilion at Port Orange |
| Port Orange, FL |
|
|
|
|
| Feb-21 |
| Feb-23 |
|
| 3.83 | % |
|
| 26,896 |
|
|
| — |
|
|
| 26,896 |
|
Springs at Port Orange |
| Port Orange, FL |
|
|
|
|
| Dec-21 |
|
|
|
| 3.93 | % |
|
| 11,952 |
|
|
| — |
|
|
| 11,952 |
|
York Town Center |
| York, PA |
|
|
|
|
| Feb-22 |
|
|
|
| 4.90 | % |
|
| 15,238 |
|
|
| 15,238 |
|
|
| — |
|
York Town Center - Pier 1 |
| York, PA |
|
|
|
|
| Feb-22 |
|
|
|
| 4.45 | % |
|
| 594 |
|
|
| — |
|
|
| 594 |
|
Eastgate Mall - Self-Storage |
| Cincinnati, OH |
|
|
|
|
| Dec-22 |
|
|
|
| 4.35 | % |
|
| 3,189 |
|
|
| — |
|
|
| 3,189 |
|
West County Center |
| Des Peres, MO |
|
|
|
|
| Dec-22 |
|
|
|
| 3.40 | % |
|
| 86,869 |
|
|
| 86,869 |
|
|
| — |
|
Friendly Shopping Center |
| Greensboro, NC |
|
|
|
|
| Apr-23 |
|
|
|
| 3.48 | % |
|
| 46,040 |
|
|
| 46,040 |
|
|
| — |
|
Mid Rivers Mall - Self Storage |
| St. Peters, MO |
|
|
|
|
| Apr-23 |
|
|
|
| 4.33 | % |
|
| 2,901 |
|
|
| — |
|
|
| 2,901 |
|
The Shops at Friendly Center |
| Greensboro, NC |
|
|
|
|
| Apr-23 |
|
|
|
| 3.34 | % |
|
| 30,000 |
|
|
| 30,000 |
|
|
| — |
|
Ambassador Town Center |
| Lafayette, LA |
|
|
|
|
| Jun-23 |
|
|
|
| 3.22 | % |
|
| 28,148 |
| (4) |
| 28,148 |
|
|
| — |
|
The Outlet Shoppes at Atlanta |
| Woodstock, GA |
|
|
|
|
| Nov-23 |
|
|
|
| 4.90 | % |
|
| 35,648 |
|
|
| 35,648 |
|
|
| — |
|
The Outlet Shoppes at Atlanta - Phase II |
| Woodstock, GA |
|
|
|
|
| Nov-23 |
|
|
|
| 4.10 | % |
|
| 4,680 |
|
|
| — |
|
|
| 4,680 |
|
Parkdale Self Storage |
| Beaumont, TX |
|
|
|
|
| Jul-24 |
|
|
|
| 5.25 | % |
|
| 4,878 |
|
|
| — |
|
|
| 4,878 |
|
Coastal Grand |
| Myrtle Beach, SC |
|
|
|
|
| Aug-24 |
|
|
|
| 4.09 | % |
|
| 53,695 |
|
|
| 53,695 |
|
|
| — |
|
Coastal Grand Outparcel |
| Myrtle Beach, SC |
|
|
|
|
| Aug-24 |
|
|
|
| 4.09 | % |
|
| 2,591 |
|
|
| 2,591 |
|
|
| — |
|
Hamilton Place Self Storage |
| Chattanooga, TN |
|
|
|
|
| Sep-24 |
|
|
|
| 4.13 | % |
|
| 2,485 |
|
|
| — |
|
|
| 2,485 |
|
The Outlet Shoppes of the Bluegrass |
| Simpsonville, KY |
|
|
|
|
| Dec-24 |
|
|
|
| 4.05 | % |
|
| 34,870 |
|
|
| 34,870 |
|
|
| — |
|
Oak Park Mall |
| Overland Park, KS |
|
|
|
|
| Oct-25 |
|
|
|
| 3.97 | % |
|
| 131,926 |
|
|
| 131,926 |
|
|
| — |
|
Fremaux Town Center - Phase I |
| Slidell, LA |
|
|
|
|
| Jun-26 |
|
|
|
| 3.70 | % |
|
| 42,901 |
|
|
| 42,901 |
|
|
| — |
|
CoolSprings Galleria |
| Nashville, TN |
|
|
|
|
| May-28 |
|
|
|
| 4.84 | % |
|
| 75,298 |
|
|
| 75,298 |
|
|
| — |
|
The Outlet Shoppes at El Paso |
| El Paso, TX |
|
|
|
|
| Oct-28 |
|
|
|
| 5.10 | % |
|
| 36,722 |
|
|
| 36,722 |
|
|
| — |
|
|
| SUBTOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 741,242 |
| (2) |
| 629,306 |
|
|
| 111,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Noncontrolling Interests' Share Of Consolidated Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hamilton Crossing & Expansion |
| Chattanooga, TN |
|
| 8 | % |
| Apr-21 |
|
|
|
| 5.99 | % |
|
| (676 | ) |
|
| (676 | ) |
|
| — |
|
CBL Center |
| Chattanooga, TN |
|
| 8 | % |
| Jun-22 |
|
|
|
| 5.00 | % |
|
| (1,344 | ) |
|
| (1,344 | ) |
|
| — |
|
The Outlet Shoppes at Gettysburg |
| Gettysburg, PA |
|
| 50 | % |
| Oct-25 |
|
|
|
| 4.80 | % |
|
| (18,490 | ) |
|
| (18,490 | ) |
|
| — |
|
Hamilton Place |
| Chattanooga, TN |
|
| 10 | % |
| Jun-26 |
|
|
|
| 4.36 | % |
|
| (9,995 | ) |
|
| (9,995 | ) |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (30,505 | ) | (2) |
| (30,505 | ) |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company's Share Of Consolidated And Unconsolidated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 4,515,661 |
| (2) | $ | 3,200,650 |
|
| $ | 1,315,011 |
|
Weighted-average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.72 | % |
|
| 5.06 | % |
|
| 3.87 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt of Unconsolidated Affiliates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
Property |
| Location |
| Non- controlling Interest % |
|
| Original Maturity Date |
| Optional Extended Maturity Date |
| Interest Rate |
|
| Balance |
|
| Balance |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fixed |
|
| Variable |
| ||
| Simpsonville, KY |
|
|
|
|
| Jul-20 |
|
|
|
| 4.08 | % |
| $ | 9,182 |
|
| $ | — |
|
| $ | 9,182 |
| |
Ambassador Town Center Infrastructure Improvements |
| Lafayette, LA |
|
|
|
|
| Aug-20 |
|
|
|
| 3.74 | % |
|
| 9,360 |
| (3) |
| 9,360 |
|
|
| — |
|
The Shoppes at Eagle Point |
| Cookeville, TN |
|
|
|
|
| Oct-20 |
| Oct-22 |
|
| 3.68 | % |
|
| 35,189 |
|
|
| — |
|
|
| 35,189 |
|
Hammock Landing - Phase I |
| West Melbourne, FL |
|
|
|
|
| Feb-21 |
| Feb-23 |
|
| 3.83 | % |
|
| 39,612 |
|
|
| — |
|
|
| 39,612 |
|
Hammock Landing - Phase II |
| West Melbourne, FL |
|
|
|
|
| Feb-21 |
| Feb-23 |
|
| 3.83 | % |
|
| 15,557 |
|
|
| — |
|
|
| 15,557 |
|
The Pavilion at Port Orange |
| Port Orange, FL |
|
|
|
|
| Feb-21 |
| Feb-23 |
|
| 3.83 | % |
|
| 53,792 |
|
|
| — |
|
|
| 53,792 |
|
Springs at Port Orange |
| Port Orange, FL |
|
|
|
|
| Dec-21 |
|
|
|
| 3.93 | % |
|
| 27,477 |
|
|
| — |
|
|
| 27,477 |
|
York Town Center |
| York, PA |
|
|
|
|
| Feb-22 |
|
|
|
| 4.90 | % |
|
| 30,475 |
|
|
| 30,475 |
|
|
| — |
|
York Town Center - Pier 1 |
| York, PA |
|
|
|
|
| Feb-22 |
|
|
|
| 4.45 | % |
|
| 1,187 |
|
|
| — |
|
|
| 1,187 |
|
EastGate Mall - Self Storage |
| Cincinnati, OH |
|
|
|
|
| Dec-22 |
|
|
|
| 4.35 | % |
|
| 6,377 |
|
|
| — |
|
|
| 6,377 |
|
West County Center |
| Des Peres, MO |
|
|
|
|
| Dec-22 |
|
|
|
| 3.40 | % |
|
| 173,739 |
|
|
| 173,739 |
|
|
| — |
|
Friendly Shopping Center |
| Greensboro, NC |
|
|
|
|
| Apr-23 |
|
|
|
| 3.48 | % |
|
| 92,080 |
|
|
| 92,080 |
|
|
| — |
|
Mid Rivers Mall - Self Storage |
| St. Peters, MO |
|
|
|
|
| Apr-23 |
|
|
|
| 4.33 | % |
|
| 5,803 |
|
|
| — |
|
|
| 5,803 |
|
The Shops at Friendly Center |
| Greensboro, NC |
|
|
|
|
| Apr-23 |
|
|
|
| 3.34 | % |
|
| 60,000 |
|
|
| 60,000 |
|
|
| — |
|
Ambassador Town Center |
| Lafayette, LA |
|
|
|
|
| Jun-23 |
|
|
|
| 3.22 | % |
|
| 43,305 |
| (4) |
| 43,305 |
|
|
| — |
|
The Outlet Shoppes at Atlanta |
| Woodstock, GA |
|
|
|
|
| Nov-23 |
|
|
|
| 4.90 | % |
|
| 71,295 |
|
|
| 71,295 |
|
|
| — |
|
The Outlet Shoppes at Atlanta - Phase II |
| Woodstock, GA |
|
|
|
|
| Nov-23 |
|
|
|
| 4.10 | % |
|
| 4,680 |
|
|
| — |
|
|
| 4,680 |
|
Parkdale Self Storage |
| Beaumont, TX |
|
|
|
|
| Jul-24 |
|
|
|
| 5.25 | % |
|
| 4,878 |
|
|
| — |
|
|
| 4,878 |
|
Coastal Grand |
| Myrtle Beach, SC |
|
|
|
|
| Aug-24 |
|
|
|
| 4.09 | % |
|
| 107,390 |
|
|
| 107,390 |
|
|
| — |
|
Coastal Grand Outparcel |
| Myrtle Beach, SC |
|
|
|
|
| Aug-24 |
|
|
|
| 4.09 | % |
|
| 5,182 |
|
|
| 5,182 |
|
|
| — |
|
Hamilton Place Self Storage |
| Chattanooga, TN |
|
|
|
|
| Sep-24 |
|
|
|
| 4.13 | % |
|
| 2,485 |
|
|
| — |
|
|
| 2,485 |
|
The Outlet Shoppes of the Bluegrass |
| Simpsonville, KY |
|
|
|
|
| Dec-24 |
|
|
|
| 4.05 | % |
|
| 69,740 |
|
|
| 69,740 |
|
|
| — |
|
Oak Park Mall |
| Overland Park, KS |
|
|
|
|
| Oct-25 |
|
|
|
| 3.97 | % |
|
| 263,853 |
|
|
| 263,853 |
|
|
| — |
|
Fremaux Town Center - Phase I |
| Slidell, LA |
|
|
|
|
| Jun-26 |
|
|
|
| 3.70 | % |
|
| 66,001 |
|
|
| 66,001 |
|
|
| — |
|
CoolSprings Galleria |
| Nashville, TN |
|
|
|
|
| May-28 |
|
|
|
| 4.84 | % |
|
| 150,596 |
|
|
| 150,596 |
|
|
| — |
|
The Outlet Shoppes at El Paso |
| El Paso, TX |
|
|
|
|
| Oct-28 |
|
|
|
| 5.10 | % |
|
| 73,445 |
|
|
| 73,445 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,422,680 |
|
| $ | 1,216,461 |
|
| $ | 206,219 |
|
Weighted-average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.03 | % |
|
| 4.05 | % |
|
| 3.91 | % |
(1) | The loan is in default. The Company is in discussion with the lender. |
(2) | See page 13 for unamortized deferred financing costs. |
(3) | The joint venture has an interest rate swap on a notional amount of $9,360, amortizing to $9,360 over the term of the swap, related to Ambassador Town Center Infrastructure Improvements to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. |
(4) | The joint venture has an interest rate swap on a notional amount of $43,305, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. |
20
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands)
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
Year |
| Consolidated Debt |
|
| CBL's Share of Unconsolidated Affiliates' Debt |
|
| Noncontrolling Interests' Share of Consolidated Debt |
|
| CBL's Share of Consolidated and Unconsolidated Debt |
|
| % of Total |
|
| Weighted Average Interest Rate |
| ||||||
2019 (1) |
| $ | 91,947 |
|
| $ | — |
|
| $ | — |
|
| $ | 91,947 |
|
|
| 2.04 | % |
|
| 5.54 | % |
2020 |
|
| 64,233 |
|
|
| 18,542 |
|
|
| — |
|
|
| 82,775 |
|
|
| 1.83 | % |
|
| 5.53 | % |
2021 |
|
| 487,755 |
|
|
| 11,952 |
|
|
| (676 | ) |
|
| 499,031 |
|
|
| 11.05 | % |
|
| 5.46 | % |
2022 |
|
| 478,187 |
|
|
| 123,484 |
|
|
| (1,344 | ) |
|
| 600,327 |
|
|
| 13.29 | % |
|
| 4.59 | % |
2023 |
|
| 1,582,176 |
|
|
| 201,898 |
|
|
| — |
|
|
| 1,784,074 |
|
|
| 39.51 | % |
|
| 4.18 | % |
2024 |
|
| 348,026 |
|
|
| 98,519 |
|
|
| — |
|
|
| 446,545 |
|
|
| 9.89 | % |
|
| 4.49 | % |
2025 |
|
| 36,980 |
|
|
| 131,926 |
|
|
| (18,490 | ) |
|
| 150,416 |
|
|
| 3.33 | % |
|
| 4.07 | % |
2026 |
|
| 724,950 |
|
|
| 42,901 |
|
|
| (9,995 | ) |
|
| 757,856 |
|
|
| 16.78 | % |
|
| 5.63 | % |
2028 |
|
| — |
|
|
| 112,020 |
|
|
| — |
|
|
| 112,020 |
|
|
| 2.48 | % |
|
| 4.93 | % |
Face Amount of Debt |
|
| 3,814,254 |
|
|
| 741,242 |
|
|
| (30,505 | ) |
|
| 4,524,991 |
|
|
| 100.21 | % |
|
| 4.72 | % |
Discounts |
|
| (9,330 | ) |
|
| — |
|
|
| — |
|
|
| (9,330 | ) |
|
| (0.21 | )% |
|
| — | % |
Total |
| $ | 3,804,924 |
|
| $ | 741,242 |
|
| $ | (30,505 | ) |
| $ | 4,515,661 |
|
|
| 100.00 | % |
|
| 4.72 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on Original Maturity Dates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
| Consolidated Debt |
|
| CBL's Share of Unconsolidated Affiliates' Debt |
|
| Noncontrolling Interests' Share of Consolidated Debt |
|
| CBL's Share of Consolidated and Unconsolidated Debt |
|
| % of Total |
|
| Weighted Average Interest Rate |
| ||||||
2019 (1) |
| $ | 91,947 |
|
| $ | — |
|
| $ | — |
|
| $ | 91,947 |
|
|
| 2.04 | % |
|
| 5.54 | % |
2020 |
|
| 64,233 |
|
|
| 36,136 |
|
|
| — |
|
|
| 100,369 |
|
|
| 2.22 | % |
|
| 5.21 | % |
2021 |
|
| 517,155 |
|
|
| 66,433 |
|
|
| (676 | ) |
|
| 582,912 |
|
|
| 12.91 | % |
|
| 5.25 | % |
2022 |
|
| 448,787 |
|
|
| 105,889 |
|
|
| (1,344 | ) |
|
| 553,332 |
|
|
| 12.25 | % |
|
| 4.63 | % |
2023 |
|
| 1,582,176 |
|
|
| 147,418 |
|
|
| — |
|
|
| 1,729,594 |
|
|
| 38.30 | % |
|
| 4.19 | % |
2024 |
|
| 348,026 |
|
|
| 98,519 |
|
|
| — |
|
|
| 446,545 |
|
|
| 9.89 | % |
|
| 4.49 | % |
2025 |
|
| 36,980 |
|
|
| 131,926 |
|
|
| (18,490 | ) |
|
| 150,416 |
|
|
| 3.33 | % |
|
| 4.07 | % |
2026 |
|
| 724,950 |
|
|
| 42,901 |
|
|
| (9,995 | ) |
|
| 757,856 |
|
|
| 16.78 | % |
|
| 5.63 | % |
2028 |
|
| — |
|
|
| 112,020 |
|
|
| — |
|
|
| 112,020 |
|
|
| 2.48 | % |
|
| 4.93 | % |
Face Amount of Debt |
|
| 3,814,254 |
|
|
| 741,242 |
|
|
| (30,505 | ) |
|
| 4,524,991 |
|
|
| 100.21 | % |
|
| 4.72 | % |
Discounts |
|
| (9,330 | ) |
|
| — |
|
|
| — |
|
|
| (9,330 | ) |
|
| (0.21 | )% |
|
| — | % |
Total |
| $ | 3,804,924 |
|
| $ | 741,242 |
|
| $ | (30,505 | ) |
| $ | 4,515,661 |
|
|
| 100.00 | % |
|
| 4.72 | % |
(1) | Represents two non-recourse loans that are in default. |
21
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Debt Covenant Compliance Ratios (1) |
| Required |
| Actual |
| |
Total debt to total assets |
| < 60% |
|
| 55 | % |
Secured debt to total assets |
| < 40% |
|
| 36 | % |
Total unencumbered assets to unsecured debt |
| > 150% |
|
| 198 | % |
Consolidated income available for debt service to annual debt service charge |
| > 1.5x |
|
| 2.7 | x |
Minimum debt yield on outstanding balance (2) |
| > 10% |
|
| 12 | % |
(1) | The debt covenant compliance ratios for the secured line of credit, the secured term loan and the senior unsecured notes are defined and computed on the same basis. |
(2)The minimum debt yield on outstanding balance debt covenant compliance ratio only applies to the secured credit facility.
22
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Unencumbered Consolidated Portfolio Statistics
|
| Sales Per Square Foot for the Twelve Months Ended (1) (2) |
|
| Occupancy (2) |
|
| % of Consolidated Unencumbered NOI for the Three Months Ended |
|
|
|
| |||||||||||
|
| 2/29/20 |
|
| 2/28/19 |
|
| 3/31/20 |
|
| 3/31/19 |
|
| 3/31/20 |
|
| (3 | ) | |||||
Unencumbered consolidated Properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 Malls |
| $ | 393 |
|
| $ | 365 |
|
|
| 87.9 | % |
|
| 85.3 | % |
|
| 19.3 | % |
| (4 | ) |
Tier 2 Malls |
|
| 341 |
|
|
| 334 |
|
|
| 82.9 | % |
|
| 87.7 | % |
|
| 33.7 | % |
|
|
|
Tier 3 Malls |
|
| 282 |
|
|
| 276 |
|
|
| 84.3 | % |
|
| 87.7 | % |
|
| 25.7 | % |
|
|
|
Total Malls |
|
| 327 |
|
|
| 317 |
|
|
| 84.4 | % |
|
| 87.3 | % |
|
| 78.7 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Associated Centers |
| N/A |
|
| N/A |
|
|
| 91.5 | % |
|
| 96.7 | % |
|
| 15.6 | % |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Community Centers |
| N/A |
|
| N/A |
|
|
| 98.2 | % |
|
| 99.0 | % |
|
| 4.8 | % |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Office Buildings & Other |
| N/A |
|
| N/A |
|
|
| 100.0 | % |
|
| 86.7 | % |
|
| 0.9 | % |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unencumbered Consolidated Portfolio |
| $ | 327 |
|
| $ | 317 |
|
|
| 87.3 | % |
|
| 90.6 | % |
|
| 100.0 | % |
|
|
|
(1) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. |
(2) | Operating metrics are included for unencumbered consolidated operating properties and do not include sales or occupancy of unencumbered parcels. |
(3) | Our consolidated unencumbered properties generated approximately 33.6% of total consolidated NOI of $103,029,448 (which excludes NOI related to dispositions) for the three months ended March 31, 2020. |
(4) | NOI is derived from unencumbered Tier One Malls as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been redeveloped. |
23
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
TIER 1 Sales ≥ $375 per square foot |
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Property |
| Location |
| Total Center SF (1) |
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| Sales Per Square Foot for the Twelve Months Ended (2) |
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| Mall Occupancy |
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| % of Total Mall NOI for the Three Months Ended |
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| 2/29/20 |
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| 2/28/19 |
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| 3/31/20 |
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| 3/31/19 |
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| 3/31/20 |
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| (3 | ) | |||||
Coastal Grand |
| Myrtle Beach, SC |
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| 1,037,498 |
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CoolSprings Galleria |
| Nashville, TN |
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| 1,166,242 |
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Cross Creek Mall |
| Fayetteville, NC |
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| 764,209 |
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Fayette Mall |
| Lexington, KY |
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| 1,158,534 |
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Friendly Center and The Shops at Friendly |
| Greensboro, NC |
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| 1,367,767 |
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Hamilton Place |
| Chattanooga, TN |
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| 1,160,610 |
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Hanes Mall |
| Winston-Salem, NC |
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| 1,435,160 |
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Imperial Valley |
| El Centro, CA |
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| 762,695 |
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Jefferson Mall |
| Louisville, KY |
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| 783,639 |
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Mall del Norte |
| Laredo, TX |
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| 1,219,240 |
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Northwoods Mall |
| North Charleston, SC |
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| 748,269 |
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Oak Park Mall |
| Overland Park, KS |
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| 1,518,416 |
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Old Hickory Mall |
| Jackson, TN |
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| 538,637 |
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Parkway Place |
| Huntsville, AL |
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| 647,804 |
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The Outlet Shoppes at Atlanta |
| Woodstock, GA |
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| 404,906 |
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The Outlet Shoppes at El Paso |
| El Paso, TX |
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| 433,043 |
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The Outlet Shoppes of the Bluegrass |
| Simpsonville, KY |
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| 428,060 |
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Richland Mall |
| Waco, TX |
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| 693,444 |
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Southpark Mall |
| Colonial Heights, VA |
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| 675,640 |
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St. Clair Square |
| Fairview Heights, IL |
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| 1,067,611 |
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Sunrise Mall |
| Brownsville, TX |
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| 799,375 |
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West County Center |
| Des Peres, MO |
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| 1,196,804 |
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Total Tier 1 Malls |
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|
| 20,007,603 |
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| $ | 464 |
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| $ | 447 |
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| 91.9 | % |
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| 92.9 | % |
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| 46.9 | % |
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|
24
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Mall Portfolio Statistics (continued)
TIER 2 Sales of ≥ $300 to < $375 per square foot |
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Property |
| Location |
| Total Center SF (1) |
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| Sales Per Square Foot for the Twelve Months Ended (2) |
|
| Mall Occupancy |
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| % of Total Mall NOI for the Three Months Ended |
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| ||||||||||||
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| 2/29/20 |
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| 2/28/19 |
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| 3/31/20 |
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| 3/31/19 |
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| 3/31/20 |
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| (3 | ) | |||||
Arbor Place |
| Atlanta (Douglasville), GA |
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| 1,162,064 |
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Asheville Mall |
| Asheville, NC |
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| 973,367 |
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Dakota Square Mall |
| Minot, ND |
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| 757,509 |
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East Towne Mall |
| Madison, WI |
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| 801,248 |
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Frontier Mall |
| Cheyenne, WY |
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| 523,705 |
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Governor's Square |
| Clarksville, TN |
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| 689,866 |
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Harford Mall |
| Bel Air, MD |
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| 503,774 |
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Kirkwood Mall |
| Bismarck, ND |
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| 815,436 |
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Layton Hills Mall |
| Layton, UT |
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| 482,116 |
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Mayfaire Town Center |
| Wilmington, NC |
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| 650,707 |
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Northpark Mall |
| Joplin, MO |
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| 896,040 |
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|
| �� |
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The Outlet Shoppes at Laredo (4) |
| Laredo, TX |
|
| 358,122 |
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Parkdale Mall |
| Beaumont, TX |
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| 1,151,375 |
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Pearland Town Center |
| Pearland, TX |
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| 663,835 |
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Post Oak Mall |
| College Station, TX |
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| 788,165 |
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South County Center |
| St. Louis, MO |
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| 1,028,623 |
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Southaven Towne Center |
| Southaven, MS |
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| 607,529 |
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Turtle Creek Mall |
| Hattiesburg, MS |
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| 844,977 |
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Valley View Mall |
| Roanoke, VA |
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| 863,491 |
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Volusia Mall |
| Daytona Beach, FL |
|
| 1,060,279 |
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West Towne Mall |
| Madison, WI |
|
| 829,715 |
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WestGate Mall |
| Spartanburg, SC |
|
| 950,777 |
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Westmoreland Mall |
| Greensburg, PA |
|
| 976,689 |
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York Galleria |
| York, PA |
|
| 730,629 |
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|
Total Tier 2 Malls |
|
|
|
| 19,110,038 |
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| $ | 345 |
|
| $ | 340 |
|
|
| 86.2 | % |
|
| 87.9 | % |
|
| 34.3 | % |
|
|
|
25
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Mall Portfolio Statistics (continued)
TIER 3 Sales < $300 per square foot |
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Property |
| Location |
| Total Center SF (1) |
|
| Sales Per Square Foot for the Twelve Months Ended (2) |
|
| Mall Occupancy |
|
| % of Total Mall NOI for the Three Months Ended |
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| ||||||||||||
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|
| 2/29/20 |
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| 2/28/19 |
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| 3/31/20 |
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| 3/31/19 |
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| 3/31/20 |
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| (3 | ) | |||||
Alamance Crossing |
| Burlington, NC |
|
| 904,706 |
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Brookfield Square |
| Brookfield, WI |
|
| 864,317 |
|
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CherryVale Mall |
| Rockford, IL |
|
| 862,820 |
|
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Eastland Mall |
| Bloomington, IL |
|
| 732,647 |
|
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Kentucky Oaks Mall |
| Paducah, KY |
|
| 768,858 |
|
|
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Laurel Park Place |
| Livonia, MI |
|
| 393,067 |
|
|
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Meridian Mall |
| Lansing, MI |
|
| 926,338 |
|
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Mid Rivers Mall |
| St. Peters, MO |
|
| 1,035,802 |
|
|
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Monroeville Mall |
| Pittsburgh, PA |
|
| 985,069 |
|
|
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|
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|
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Northgate Mall |
| Chattanooga, TN |
|
| 660,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
The Outlet Shoppes at Gettysburg |
| Gettysburg, PA |
|
| 249,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Stroud Mall |
| Stroudsburg, PA |
|
| 414,441 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tier 3 Malls |
|
|
|
| 8,798,788 |
|
| $ | 279 |
|
| $ | 273 |
|
|
| 81.9 | % |
|
| 86.0 | % |
|
| 13.6 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mall Portfolio |
|
|
|
| 47,916,429 |
|
| $ | 392 |
|
| $ | 380 |
|
|
| 87.8 | % |
|
| 89.8 | % |
|
| 94.8 | % |
|
|
|
Excluded Malls (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
| Location |
| Total Center SF (1) |
|
| Sales Per Square Foot for the Twelve Months Ended (2) |
| Mall Occupancy |
| % of Total Mall NOI for the Three Months Ended |
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| 2/29/20 |
| 2/28/19 |
| 3/31/20 |
| 3/31/19 |
| 3/31/20 |
|
| (3 | ) | |
Lender Malls: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Burnsville Center |
| Lender |
| Burnsville, MN |
|
| 1,045,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EastGate Mall |
| Lender |
| Cincinnati, OH |
|
| 837,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greenbrier Mall |
| Lender |
| Chesapeake, VA |
|
| 897,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hickory Point Mall |
| Lender |
| Forsyth, IL |
|
| 727,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Park Plaza |
| Lender |
| Little Rock, AR |
|
| 543,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Excluded Malls |
|
|
|
|
|
| 4,050,567 |
|
| N/A |
| N/A |
| N/A |
| N/A |
|
| 5.2 | % |
|
|
|
(1) | Total Center Square Footage includes square footage of shops, owned and leased adjacent junior anchors and anchor locations and leased freestanding locations immediately adjacent to the center. |
(2) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. |
(3) | Based on total mall NOI of $115,204,693 for the malls listed in the table above for the three months ended March 31, 2020. |
(4) | The Outlet Shoppes at Laredo is a non-stabilized mall and is excluded from Sales Per Square Foot. |
(5) | Excluded Malls represent Lender Malls, for which operational metrics are excluded, and are malls which we are working or intend to work with the lender on the terms of the loan secured by the related property, or after attempting a restructure, we have determined that the property no longer meets our criteria for long-term investment. |
26
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
Property Type |
| Square Feet |
|
| Prior Gross Rent PSF |
|
| New Initial Gross Rent PSF |
|
| % Change Initial |
|
| New Average Gross Rent PSF (1) |
|
| % Change Average |
| ||||||
All Property Types (2) |
|
| 460,524 |
|
| $ | 27.98 |
|
| $ | 25.54 |
|
|
| (8.7 | )% |
| $ | 25.90 |
|
|
| (7.4 | )% |
Stabilized Malls |
|
| 444,724 |
|
|
| 27.75 |
|
|
| 25.36 |
|
|
| (8.6 | )% |
|
| 25.71 |
|
|
| (7.4 | )% |
New leases |
|
| 49,204 |
|
|
| 22.47 |
|
|
| 28.17 |
|
|
| 25.4 | % |
|
| 29.55 |
|
|
| 31.5 | % |
Renewal leases |
|
| 395,520 |
|
|
| 28.41 |
|
|
| 25.01 |
|
|
| (12.0 | )% |
|
| 25.23 |
|
|
| (11.2 | )% |
|
|
|
|
|
| Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet: |
| |||||||
Total Leasing Activity: |
|
|
|
|
|
|
| |||||||
|
| Square Feet |
|
|
|
| As of March 31, |
| ||||||
Quarter: |
|
|
|
|
|
|
| 2020 |
|
| 2019 |
| ||
Operating portfolio: |
|
|
|
|
| Same-center stabilized malls |
| $ | 31.82 |
|
| $ | 32.52 |
|
New leases |
|
| 278,366 |
|
| Stabilized malls |
|
| 31.91 |
|
|
| 32.45 |
|
Renewal leases |
|
| 632,760 |
|
| Non-stabilized malls (4) |
|
| 24.89 |
|
|
| 25.21 |
|
Development portfolio: |
|
|
|
|
| Associated centers |
|
| 14.26 |
|
|
| 13.80 |
|
New leases |
|
| 7,929 |
|
| Community centers |
|
| 17.02 |
|
|
| 16.82 |
|
Total leased |
|
| 919,055 |
|
| Office buildings |
|
| 19.13 |
|
|
| 17.32 |
|
(1) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. |
(2) | Includes stabilized malls, associated centers, community centers and other. |
(3) | Average annual base rents per square foot are based on contractual rents in effect as of March 31, 2020, including the impact of any rent concessions. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size. |
(4) | Includes The Outlet Shoppes at Laredo as of March 31, 2020 and March 31, 2019. |
27
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Three Months Ended March 31, 2020 Based on Commencement Date
|
| Number of Leases |
|
| Square Feet |
|
| Term (in years) |
|
| Initial Rent PSF |
|
| Average Rent PSF |
|
| Expiring Rent PSF |
|
| Initial Rent Spread |
|
| Average Rent Spread |
| ||||||||||||||||
Commencement 2020: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New |
|
| 65 |
|
|
| 228,800 |
|
|
| 7.53 |
|
|
| 29.03 |
|
|
| 30.57 |
|
|
| 24.34 |
|
| $ | 4.69 |
|
|
| 19.3 | % |
| $ | 6.23 |
|
|
| 25.6 | % |
Renewal |
|
| 290 |
|
|
| 937,250 |
|
|
| 2.69 |
|
|
| 27.91 |
|
|
| 28.15 |
|
|
| 32.07 |
|
|
| (4.16 | ) |
|
| (13.0 | )% |
|
| (3.92 | ) |
|
| (12.2 | )% |
Commencement 2020 Total |
|
| 355 |
|
|
| 1,166,050 |
|
|
| 3.57 |
|
|
| 28.13 |
|
|
| 28.62 |
|
|
| 30.55 |
|
|
| (2.42 | ) |
|
| (7.9 | )% |
|
| (1.93 | ) |
|
| (6.3 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commencement 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New |
|
| 1 |
|
|
| 794 |
|
|
| 7.42 |
|
|
| 211.58 |
|
|
| 215.38 |
|
|
| 211.58 |
|
|
| — |
|
|
| — |
|
|
| 3.80 |
|
|
| 1.8 | % |
Renewal |
|
| 38 |
|
|
| 124,456 |
|
|
| 3.34 |
|
|
| 38.30 |
|
|
| 38.93 |
|
|
| 37.63 |
|
|
| 0.67 |
|
|
| 1.8 | % |
|
| 1.30 |
|
|
| 3.5 | % |
Commencement 2021 Total |
|
| 39 |
|
|
| 125,250 |
|
|
| 3.44 |
|
|
| 39.40 |
|
|
| 40.05 |
|
|
| 38.74 |
|
|
| 0.66 |
|
|
| 1.7 | % |
|
| 1.31 |
|
|
| 3.4 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2020/2021 |
|
| 394 |
|
|
| 1,291,300 |
|
|
| 3.56 |
|
| $ | 29.22 |
|
| $ | 29.73 |
|
| $ | 31.34 |
|
| $ | (2.12 | ) |
|
| (6.8 | )% |
| $ | (1.61 | ) |
|
| (5.1 | )% |
28
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Top 25 Tenants Based On Percentage Of Total Annualized Revenues
|
| Tenant |
| Number of Stores |
|
| Square Feet |
|
| Percentage of Total Revenues (1) |
| |||
1 |
| L Brands, Inc. (2) |
|
| 127 |
|
|
| 759,898 |
|
|
| 4.30 | % |
2 |
| Signet Jewelers Limited (3) |
|
| 149 |
|
|
| 223,671 |
|
|
| 2.92 | % |
3 |
| Foot Locker, Inc. |
|
| 108 |
|
|
| 508,603 |
|
|
| 2.83 | % |
4 |
| AE Outfitters Retail Company |
|
| 66 |
|
|
| 414,111 |
|
|
| 2.24 | % |
5 |
| Dick's Sporting Goods, Inc. (4) |
|
| 26 |
|
|
| 1,442,904 |
|
|
| 1.75 | % |
6 |
| H & M |
|
| 45 |
|
|
| 956,736 |
|
|
| 1.54 | % |
7 |
| Ascena Retail Group, Inc. (5) |
|
| 109 |
|
|
| 518,351 |
|
|
| 1.53 | % |
8 |
| Genesco, Inc. (6) |
|
| 102 |
|
|
| 197,107 |
|
|
| 1.50 | % |
9 |
| Luxottica Group, S.P.A. (7) |
|
| 101 |
|
|
| 230,634 |
|
|
| 1.34 | % |
10 |
| Finish Line, Inc. |
|
| 41 |
|
|
| 216,837 |
|
|
| 1.24 | % |
11 |
| The Gap, Inc. |
|
| 51 |
|
|
| 589,674 |
|
|
| 1.18 | % |
12 |
| The Buckle, Inc. |
|
| 43 |
|
|
| 223,308 |
|
|
| 1.15 | % |
13 |
| Express Fashions |
|
| 33 |
|
|
| 271,404 |
|
|
| 1.09 | % |
14 |
| Forever 21 Retail, Inc. |
|
| 19 |
|
|
| 353,805 |
|
|
| 1.01 | % |
15 |
| Abercrombie & Fitch, Co. |
|
| 37 |
|
|
| 246,566 |
|
|
| 1.00 | % |
16 |
| JC Penney Company, Inc. (8) |
|
| 47 |
|
|
| 5,695,980 |
|
|
| 0.96 | % |
17 |
| Cinemark |
|
| 9 |
|
|
| 467,190 |
|
|
| 0.95 | % |
18 |
| Barnes & Noble Inc. |
|
| 17 |
|
|
| 521,273 |
|
|
| 0.89 | % |
19 |
| Hot Topic, Inc. |
|
| 100 |
|
|
| 233,188 |
|
|
| 0.89 | % |
20 |
| Shoe Show, Inc. |
|
| 41 |
|
|
| 508,283 |
|
|
| 0.88 | % |
21 |
| The Children's Place Retail Stores, Inc. |
|
| 41 |
|
|
| 181,032 |
|
|
| 0.76 | % |
22 |
| Claire's Stores, Inc. |
|
| 79 |
|
|
| 99,647 |
|
|
| 0.76 | % |
23 |
| Ulta |
|
| 25 |
|
|
| 258,297 |
|
|
| 0.68 | % |
24 |
| Macy's Inc. (9) |
|
| 31 |
|
|
| 4,401,176 |
|
|
| 0.66 | % |
25 |
| GNC Holdings, Inc. |
|
| 57 |
|
|
| 79,678 |
|
|
| 0.63 | % |
|
|
|
|
| 1,504 |
|
|
| 19,599,353 |
|
|
| 34.68 | % |
(1) | Includes the Company's proportionate share of revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms. |
(2) | L Brands, Inc. operates Bath & Body Works, PINK, Victoria's Secret and White Barn Candle. |
(3) | Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds and Rogers Jewelers. Zales, Peoples and Piercing Pagoda are also operating under Signet. |
(4) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy, and Field & Stream stores. |
(5) | Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Lane Bryant, LOFT and Lou & Grey. Ascena closed all Dress Barn stores as of December 31, 2019. |
(6) | Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Hat Zone, and Clubhouse stores. Genesco sold all Lids, Lids Locker Room and all Lids sport group stores in February 2019. |
(7) | Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. |
(8) | JC Penney Company, Inc. owns 29 of these stores. |
(9) | Macy's, Inc. owns 20 of these stores |
29
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2020
(In thousands)
|
| Three Months Ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Tenant allowances (1) |
| $ | 7,223 |
|
| $ | 2,254 |
|
Deferred maintenance: (2) |
|
|
|
|
|
|
|
|
Parking lot and parking lot lighting |
|
| 254 |
|
|
| 88 |
|
Roof repairs and replacements |
|
| 151 |
|
|
| 62 |
|
Other capital expenditures |
|
| 3,090 |
|
|
| 3,586 |
|
Total deferred maintenance expenditures |
|
| 3,495 |
|
|
| 3,736 |
|
Total capital expenditures |
| $ | 10,718 |
|
| $ | 5,990 |
|
(1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. |
(2) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. |
Deferred Leasing Costs Capitalized
(In thousands)
|
| 2020 |
|
| 2019 |
| ||
Quarter ended: |
|
|
|
|
|
|
|
|
March 31, |
| $ | 773 |
|
| $ | 565 |
|
June 30, |
|
|
|
|
|
| 444 |
|
September 30, |
|
|
|
|
|
| 790 |
|
December 31, |
|
|
|
|
|
| 498 |
|
|
| $ | 773 |
|
| $ | 2,297 |
|
30
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
Redevelopments Completed During the Three Months Ended March 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
| CBL's Share of |
|
|
|
|
|
|
| |||||||||
Property |
| Location |
| CBL Ownership Interest |
|
| Total Project Square Feet |
|
| Total Cost (1) |
|
| Cost to Date (2) |
|
| 2020 Cost |
|
| Opening Date |
| Initial Unleveraged Yield |
| ||||||
Mall Redevelopments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dakota Square Mall - Herbergers Redevelopment (Ross/shops) |
| Minot, ND |
| 100% |
|
|
| 30,096 |
|
| $ | 6,410 |
|
| $ | 4,537 |
|
| $ | 188 |
|
| Jan-20 |
|
| 7.2 | % | |
Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dicks Sporting Goods/Dave & Buster's/Office) (3) |
| Chattanooga, TN |
| 100% |
|
|
| 195,166 |
|
|
| 38,715 |
|
|
| 27,394 |
|
|
| 1,539 |
|
| Mar-20 |
|
| 7.8 | % | |
Mall del Norte - Forever 21 Redevelopment (Main Event) |
| Laredo, TX |
| 100% |
|
|
| 81,242 |
|
|
| 10,514 |
|
|
| 6,599 |
|
|
| 941 |
|
| Sep-19/Feb-20 |
|
| 9.3 | % | |
The Promenade - (Five Below/Carter's) |
| D'Iberville, MS |
| 100% |
|
|
| 14,007 |
|
|
| 2,832 |
|
|
| 2,241 |
|
|
| 230 |
|
| Feb-20/Apr-20 |
|
| 11.4 | % | |
Total Redevelopments Completed |
|
|
|
|
|
|
|
| 320,511 |
|
| $ | 58,471 |
|
| $ | 40,771 |
|
| $ | 2,898 |
|
|
|
|
|
|
|
(1) | Total Cost is presented net of reimbursements to be received. |
(2) | Cost to Date does not reflect reimbursements until they are received. |
(3) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017. |
Properties Under Development at March 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
| CBL's Share of |
|
|
|
|
|
|
| |||||||||
Property |
| Location |
| CBL Ownership Interest |
|
| Total Project Square Feet |
|
| Total Cost (1) |
|
| Cost to Date (2) |
|
| 2020 Cost |
|
| Expected Opening Date (3) |
| Initial Unleveraged Yield |
| ||||||
Outparcel Developments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fremaux Town Center - Old Navy |
| Slidell, LA |
| 90% |
|
|
| 12,467 |
|
| $ | 1,919 |
|
| $ | 1,549 |
|
| $ | 95 |
|
| Q2 '20 |
|
| 9.2 | % | |
Hamilton Place - Self Storage (4)(5) |
| Chattanooga, TN |
| 60% |
|
|
| 68,875 |
|
|
| 5,824 |
|
|
| 2,668 |
|
|
| 1,549 |
|
| Q2 '20 |
|
| 8.7 | % | |
Hamilton Place Development - Aloft Hotel (4) |
| Chattanooga, TN |
| 50% |
|
|
| 89,674 |
|
|
| 12,000 |
|
|
| 2,672 |
|
|
| 2,029 |
|
| Q2 '21 |
|
| 9.2 | % | |
Mayfaire Town Center - First Watch |
| Wilmington, NC |
| 100% |
|
|
| 6,300 |
|
|
| 2,267 |
|
|
| 1,169 |
|
|
| 803 |
|
| Q3 '20 |
|
| 10.1 | % | |
Parkdale Mall - Self Storage (4)(5) |
| Beaumont, TX |
| 50% |
|
|
| 69,341 |
|
|
| 4,435 |
|
|
| 3,437 |
|
|
| 933 |
|
| Q2 '20 |
|
| 10.2 | % | |
Pearland Town Center - HCA Offices |
| Pearland, TX |
| 100% |
|
|
| 48,416 |
|
|
| 14,186 |
|
|
| 1,434 |
|
|
| 577 |
|
| Q1 '21 |
|
| 11.8 | % | |
|
|
|
|
|
|
|
|
| 295,073 |
|
|
| 40,631 |
|
|
| 12,929 |
|
|
| 5,986 |
|
|
|
|
|
|
|
Mall Redevelopments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CherryVale Mall - Sears Redevelopment (Tilt) |
| Rockford, IL |
| 100% |
|
|
| 114,118 |
|
|
| 3,508 |
|
|
| 2,953 |
|
|
| 51 |
|
| Q2 '20 |
|
| 8.3 | % | |
Coastal Grand - Dick's Sporting Goods/Golf Galaxy/Flip N' Fly |
| Myrtle Beach, SC |
| 50% |
|
|
| 132,727 |
|
|
| 7,071 |
|
|
| 2,865 |
|
|
| 1,800 |
|
| Q3 '20 |
|
| 11.6 | % | |
Cross Creek - Sears Redevelopment (Dave & Buster's/restaurants) (6) |
| Fayetteville, NC |
| 100% |
|
|
| 65,746 |
|
|
| 17,538 |
|
|
| 4,671 |
|
|
| 2,018 |
|
| Q3 '21 |
|
| 10.3 | % | |
Westmoreland Mall - JC Penney Redevelopment (Chipotle) |
| Greensburg, PA |
| 100% |
|
|
| 2,300 |
|
|
| 1,017 |
|
|
| 502 |
|
|
| 257 |
|
| Q3 '20 |
|
| 9.4 | % | |
|
|
|
|
|
|
|
|
| 314,891 |
|
|
| 29,134 |
|
|
| 10,991 |
|
|
| 4,126 |
|
|
|
|
|
|
|
Total Properties Under Development |
|
|
|
|
|
|
|
| 609,964 |
|
| $ | 69,765 |
|
| $ | 23,920 |
|
| $ | 10,112 |
|
|
|
|
|
|
|
(1) | Total Cost is presented net of reimbursements to be received. |
(2) | Cost to Date does not reflect reimbursements until they are received. |
(3) | As a result of government mandated construction halts due to the COVID-19 pandemic, opening dates may change from what is currently reflected. |
(4) | Yield is based on expected yield upon stabilization. |
(5) | Total cost includes an allocated value for the Company’s land contribution. |
(6) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017. |
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CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of March 31, 2020
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans
TIER 1 Sales ≥ $375 per square foot |
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Property | Location | Sears Status as of March 31, 2020 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Coastal Grand | Myrtle Beach, SC | Open (O) | Owned by Sears. |
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CoolSprings Galleria | Nashville, TN |
| Redeveloped in 2015. |
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Cross Creek Mall | Fayetteville, NC | Under Construction | Executed lease with Dave & Busters, a furniture user and restaurants. Construction expected to start in 2020. |
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Fayette Mall | Lexington, KY |
| Redeveloped in 2016. |
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Friendly Center and The Shops at Friendly | Greensboro, NC | Open (O) | Owned by Sears. Whole Foods sub-leases 1/3 of the box. |
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Hamilton Place | Chattanooga, TN |
| Cheesecake Factory open. Dick's Sporting Goods, Dave & Busters opened March 2020 and Malone's (opening TBD). Under Construction with Aloft hotel (opening 2021). |
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Hanes Mall | Winston-Salem, NC | Closed (O) | Owned by third party. Novant Health, Inc. purchased Sears and Sears TBA for future medical office. |
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Imperial Valley Mall | El Centro, CA | Closed (O) | Owned by Seritage. Hobby Lobby executed. |
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Jefferson Mall | Louisville, KY | Closed | Purchased in January 2017 sale-leaseback for future redevelopment. Under negotiation/LOIs with restaurants/sporting goods/other users. |
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Mall del Norte | Laredo, TX | Open (O) | Owned by Sears. |
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Northwoods Mall | North Charleston, SC |
| Owned by Seritage. Redeveloped with Burlington. |
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Oak Park Mall | Overland Park, KS |
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Old Hickory Mall | Jackson, TN | Closed | Actively leasing. |
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The Outlet Shoppes at Atlanta | Woodstock, GA |
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The Outlet Shoppes at El Paso | El Paso, TX |
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The Outlet Shoppes of the Bluegrass | Simpsonville, KY |
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Parkway Place | Huntsville, AL |
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Richland Mall | Waco, TX | Under Construction (O) | Sears sold location to Dillard's in 2018. Dillard's expected to open fall 2020. |
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Southpark Mall | Colonial Heights, VA | Closed | Under negotiation with several prospects. |
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St. Clair Square | Fairview Heights, IL | Closed (O) | Building owned by Sears. Under negotiation with entertainment user. |
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Sunrise Mall | Brownsville, TX | Closed (O) | Sears sold to third party developer. Entertainment user/fitness user OFS. |
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TIER 1 Sales ≥ $375 per square foot |
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Property | Location | Sears Status as of March 31, 2020 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Des Peres, MO |
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TIER 2 Sales ≥ $300 to < $375 per square foot |
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Property | Location | Sears Status as of March 31, 2020 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Arbor Place | Atlanta (Douglasville), GA | Closed (O) | Sears sold to third party developer for redevelopment. Under negotiation with entertainment/fitness. |
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Asheville Mall | Asheville, NC | Closed (O) | Owned by Seritage. Under negotiation/LOI with entertainment users. |
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Dakota Square Mall | Minot, ND | Closed | Under negotiation with several prospects. | Ross Dress For Less opened. |
East Towne Mall | Madison, WI | Open (O) | Owned by Sears. | Owned by third party. Under negotiation with non-retail use. |
Frontier Mall | Cheyenne, WY |
| Jax Outdoor Gear purchased location (O) and opened November 2019. |
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Governor's Square | Clarksville, TN | Closed | 50/50 joint venture property. Under negotiation/LOIs with tenants. |
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Harford Mall | Bel Air, MD | Closed | Under negotiations with sporting goods and entertainment users. |
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Kirkwood Mall | Bismarck, ND |
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| Leases executed with restaurants. Construction expected in 2020. |
Layton Hills Mall | Layton, UT |
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Mayfaire Town Center | Wilmington, NC |
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Northpark Mall | Joplin, MO | Closed (O) | Building owned by Sears. |
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The Outlet Shoppes at Laredo | Laredo, TX |
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Parkdale Mall | Beaumont, TX | Closed (O) | Owned by Sears. |
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Pearland Town Center | Pearland, TX |
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Post Oak Mall | College Station, TX | Closed (O) | Location purchased from Sears by third party. Furniture store lease executed. Fitness under negotiation. |
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South County Center | St. Louis, MO | Closed | Executed lease with Round1. Construction TBD. Sears still paying rent under ground lease. |
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Southaven Towne Center | Southaven, MS |
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Turtle Creek Mall | Hattiesburg, MS | Closed (O) | Owned by Sears. |
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Valley View Mall | Roanoke, VA | Closed (O) | Owned by Sears. Under negotiation with sporting goods/entertainment. |
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Volusia Mall | Daytona Beach, FL | Closed (O) | Sears sold to third party developer for redevelopment. |
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West Towne Mall | Madison, WI |
| Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby executed - opening 2021. | Von Maur opening 2022. |
WestGate Mall | Spartanburg, SC | Closed (O) | Sears sold to third party developer for redevelopment. Non-retail under negotiation. |
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TIER 2 Sales ≥ $300 to < $375 per square foot |
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Property | Location | Sears Status as of March 31, 2020 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Greensburg, PA | Closed (O) | Building owned by Sears. Potential for non-retail. | Stadium Casino under construction. Est. 2020/2021 opening. | |
York Galleria | York, PA | Under Construction | Hollywood Casino construction on hold during pandemic. Est. 2020 opening. | Owned by third party. Under negotiation with non-retail use. |
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TIER 3 Sales < $300 per square foot |
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Property | Location | Sears Status as of March 31, 2020 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Alamance Crossing | Burlington, NC |
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Brookfield Square | Brookfield, WI |
| Grand opening held October 2019: Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's. Convention center/hotel under construction - est. opening in 2020. | Owned by third party. LOI with new use. |
CherryVale Mall | Rockford, IL | Under Construction | Executed lease with Tilt. Est. opening 2020. | Actively leasing. |
Eastland Mall | Bloomington, IL | Closed | Actively leasing. | Actively leasing. |
Kentucky Oaks Mall | Paducah, KY |
| Owned by Seritage. Burlington and Ross Dress for Less opened. | 50/50 joint venture asset. HomeGoods and Five Below opened November 2019. |
Laurel Park Place | Livonia, MI |
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| Dunham's Sports opened November 2019. |
Meridian Mall | Lansing, MI |
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| High Caliber Karts opened fall 2019. Actively leasing Women's store. |
Mid Rivers Mall | St. Peters, MO | Closed (O) | Owned by Sears. |
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Monroeville Mall | Pittsburgh, PA |
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Northgate Mall | Chattanooga, TN | Closed (O) | Building under LOI to third party for non-retail use. |
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The Outlet Shoppes at Gettysburg | Gettysburg, PA |
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Stroud Mall | Stroudsburg, PA |
| EFO Furniture Outlet opened February 2020 | Shoprite opened October 2019. |
(1) | Sears boxes owned by the department store or a third party are noted with the following symbol next to the status (O). |
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