Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three Months and Year Ended
December 31, 2018
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
|
| | |
| | Page |
Earnings Release | | |
| | |
Consolidated Statements of Operations | | |
| | |
Reconciliations of Supplementary Non-GAAP Financial Measures: | | |
Funds from Operations (FFO) | | |
Same-center Net Operating Income (NOI) | | |
| | |
Selected Financial and Equity Information | | |
| | |
Consolidated Balance Sheets | | |
| | |
Condensed Combined Financial Statements - Unconsolidated Affiliates | | |
| | |
Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows | | |
| | |
Schedule of Mortgage and Other Indebtedness | | |
| | |
Schedule of Maturities and Unsecured Debt Covenant Compliance Ratios | | |
| | |
Unencumbered Consolidated Portfolio Statistics | | |
| | |
Mall Portfolio Statistics | | |
| | |
Leasing Activity and Average Annual Base Rents | | |
| | |
Top 25 Tenants Based on Percentage of Total Annual Revenues | | |
| | |
Capital Expenditures | | |
| | |
Development Activity | | |
| | |
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | | |
![pressreleaseheadera01.jpg](https://capedge.com/proxy/8-K/0000910612-19-000008/pressreleaseheadera01.jpg)
Contact: Katie Reinsmidt, EVP - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com
CBL & ASSOCIATES PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2018
CHATTANOOGA, Tenn. (February 7, 2019) – CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2018. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
|
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | % | | 2018 | | 2017 | | % |
Net income (loss) attributable to common shareholders per diluted share | $ | (0.39 | ) | | $ | 0.15 |
| | (360.0 | )% | | $ | (0.73 | ) | | $ | 0.44 |
| | (265.9 | )% |
Funds from Operations ("FFO") per diluted share | $ | 0.44 |
| | $ | 0.55 |
| | (20.0 | )% | | $ | 1.70 |
| | $ | 2.18 |
| | (22.0 | )% |
FFO, as adjusted, per diluted share (1) | $ | 0.45 |
| | $ | 0.56 |
| | (19.6 | )% | | $ | 1.73 |
| | $ | 2.08 |
| | (16.8 | )% |
(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 income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this earnings release. |
KEY TAKEAWAYS:
| |
• | In January 2019, CBL announced a new $1.185 billion secured credit facility maturing in July 2023. |
| |
• | In 2018, CBL completed more than $340 million of financing activity. |
| |
• | In 2018, CBL completed gross asset sales of more than $100 million, including a tier 3 mall and approximately $35 million in outparcel. |
| |
• | FFO per diluted share, as adjusted, was $0.45 in the fourth quarter 2018 compared to $0.56 in the prior year period. Major items impacting fourth quarter 2018 FFO, as adjusted, include approximately $0.01 per share of dilution from asset sales, $0.07 per share lower property net operating income primarily due to retailer and anchor bankruptcies, $0.01 per share higher net interest expense and $0.02 per share due to lower gains on outparcel sales. |
| |
• | FFO per diluted share, as adjusted, was $1.73 for 2018, compared with $2.08 in the prior-year period. Major items impacting 2018 FFO, as adjusted, include approximately $0.08 per share of dilution from asset sales and non-core properties, $0.20 per share lower property net operating income primarily due to retailer and anchor bankruptcies, $0.02 per share of higher G&A expense substantially related to one-time severance expense, $0.01 per share higher interest expense and $0.02 per share lower gains on outparcel sales. |
| |
• | Same-center NOI improved sequentially to a decline of 4.4% for the fourth quarter 2018, over the prior-year quarter. For the full-year 2018 same-center NOI declined 6.0%, over the prior-year period. |
| |
• | Average gross rent per square foot declined 10.8% for stabilized mall leases signed in 2018 over the prior rate. |
| |
• | Total portfolio occupancy at December 31, 2018 was 93.1%, representing a sequential improvement of 110 basis points and a 10 basis point decline from the prior year-end. |
| |
• | Same-center sales per square foot for 2018 were $377, an increase of 0.5% compared with $375 for 2017. |
CBL's Chief Executive Officer, Stephen D. Lebovitz, commented, "2018 closed on a positive note with adjusted FFO and same-center NOI in-line with our guidance range and a sequential improvement in operating results. We are making significant progress on our strategic priority of transforming our properties into suburban town centers, while at the same time limiting our cash investment. In the fourth quarter, we completed replacements of four former department stores. We have a dozen replacements under construction or positioned to start construction later this year as well as leases out for signature or in negotiations on numerous other locations. We are using these opportunities to diversify our properties’ offerings to include more food, entertainment, fitness, service and non-retail uses. Over 67% of new leases executed last year were with non-apparel tenants.
"Our most exciting recent news is the closing in January of a new $1.185 billion secured credit facility. This new facility is a major vote of confidence by our bank group and a huge step forward in providing the flexibility and runway to execute our strategy. As a result, our balance sheet is stronger and our maturity schedule is extended. The enhanced retained cash flow provided by the November 2018 dividend reduction also allows us to fund redevelopments on a leverage neutral basis as well as reduce debt. As our 2019 guidance indicates, we are still facing challenges in our business primarily as a result of the more than 40 anchor closures between the Bon-Ton and Sears bankruptcies. That being said, our strategy of owning the best real estate in our markets positions us to benefit from strong demand from new users looking to locate in our markets such as the Cheesecake Factory we recently opened in Chattanooga. As we move into 2019, our top priority is stabilizing our NOI and FFO with new income from the redevelopments and anchor replacements as well as improved leasing and other revenue sources.”
Net loss attributable to common shareholders for the fourth quarter 2018 was $67.0 million, or $(0.39) per diluted share, compared with net income of $25.2 million, or $0.15 per diluted share for the fourth quarter 2017. Net loss attributable to common shareholders for the fourth quarter 2018 included $91.8 million of loss on impairment of real estate, primarily related to the write downs of the carrying value of Honey Creek Mall and Eastland Mall to each property's estimated fair value.
Net loss attributable to common shareholders for 2018 was $125.3 million, or $(0.73) per diluted share, compared with net income of $76.0 million, or $0.44 per diluted share, for 2017. Net loss attributable to common shareholders for 2018 was impacted by $176.4 million of loss on impairment of real estate.
FFO allocable to common shareholders, as adjusted, for the fourth quarter of 2018 was $77.4 million, or $0.45 per diluted share, compared with $96.4 million, or $0.56 per diluted share, for the fourth quarter of 2017. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter of 2018 was $89.4 million compared with $112.3 million for the fourth quarter of 2017.
FFO allocable to common shareholders, as adjusted, for 2018 was $298.2 million, or $1.73 per diluted share, compared with $355.1 million, or $2.08 per diluted share, for 2017. FFO allocable to the Operating Partnership common unitholders, as adjusted, for 2018 was $345.1 million compared with $413.7 million for 2017.
Percentage change in same-center Net Operating Income ("NOI")(1):
|
| | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2018 |
Portfolio same-center NOI | (4.4)% | | (6.0)% |
Mall same-center NOI | (4.6)% | | (6.2)% |
(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents, write-offs of landlord inducements, and net amortization of acquired above and below market leases.
MAJOR ITEMS IMPACTING SAME-CENTER NOI RESULTS FOR 2018
| |
▪ | NOI declined $40.1 million during 2018, primarily due to a $41.7 million decrease in revenue offset by a $1.8 million decrease in expense. |
| |
▪ | Minimum rents, tenant reimbursements and other revenues declined $41.8 million, primarily due to store closures and rent concessions related to tenants in bankruptcy. |
| |
▪ | Other rents, including business development and short-term specialty leasing, declined $0.2 million. |
| |
▪ | Percentage rents increased $0.3 million, due to an increase in sales. |
| |
▪ | Property operating expense declined $2.5 million and real estate tax expense declined $2.1 million. Maintenance and repairs expense increased $2.8 million, substantially due to a $1.8 million increase in snow removal expense. |
PORTFOLIO OPERATIONAL RESULTS
Occupancy (1):
|
| | | | |
| | As of December 31, |
| | 2018 | | 2017 |
Portfolio occupancy | | 93.1% | | 93.2% |
Mall portfolio | | 91.8% | | 92.0% |
Same-center malls | | 92.1% | | 92.2% |
Stabilized malls | | 92.1% | | 92.1% |
Non-stabilized malls (2) | | 76.7% | | 88.4% |
Associated centers | | 97.4% | | 97.9% |
Community centers | | 97.2% | | 96.8% |
(1) Occupancy for malls represents percentage of mall store gross leasable area less than 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 as of December 31, 2018 and occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo as of December 31, 2017. |
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
|
| | | | |
% Change in Average Gross Rent Per Square Foot |
| | Three Months Ended December 31, | | Year Ended December 31, |
| | 2018 | | 2018 |
Stabilized Malls | | (9.1)% | | (10.8)% |
New leases | | 2.6% | | (1.7)% |
Renewal leases | | (11.3)% | | (12.5)% |
Same-center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
|
| | | | | | | | |
| Year Ended December 31, | |
| 2018 | | 2017 | % Change |
Stabilized mall same-center sales per square foot | $ | 377 |
| | $ | 375 |
| 0.5% |
Stabilized mall sales per square foot | $ | 377 |
| | $ | 372 |
| 1.3% |
DISPOSITIONS
In 2018, CBL raised more than $100 million in gross proceeds through asset sales:
|
| | | | | | | | |
Property | | Location | | Date Closed | | Gross Sales Price (M) |
Various Outparcels | | Various | | Various | | $ | 35.9 |
|
Phase III Gulf Coast Town Center | | Ft. Myers, FL | | March | | 9.0 |
|
Janesville Mall | | Janesville, WI | | July | | 18.0 |
|
Statesboro Crossing | | Statesboro, GA | | August | | 21.5 |
|
Parkway Plaza | | Ft. Oglethorpe, GA | | October | | 16.5 |
|
Total | | | | | | $ | 100.9 |
|
In January 2019, CBL completed the sale of Cary Towne Center in Cary, NC, for $31.5 million. Proceeds from the sale were used to satisfy a portion of the $43.7 million outstanding non-recourse loan secured by the property. The remaining principal balance was forgiven. CBL will provide third party leasing and management services to the new owners.
In January 2019, CBL completed the transfer of Acadiana Mall to the holder of the note in exchange for extinguishment of the $119.8 million loan.
FINANCING ACTIVITY
In 2018, CBL completed more than $340 million of financing activity.
CBL closed on two non-recourse secured loans during the year aggregating $230.0 million ($133.75 at CBL's share). The new loans included a $155.0 million ($77.5 million at CBL’s share) non-recourse loan secured by CoolSprings Galleria in Nashville, TN and a $75.0 million ($56.25 million at CBL's share) non-recourse loan secured by The Outlet Shoppes at El Paso in El Paso, TX. Both loans have 10-year terms and bear a weighted average fixed interest rate of 4.925%.
CBL completed five-year extensions of two loans including the $56.7 million ($28.4 million at CBL’s share) loan secured by The Pavilion at Port Orange in Port Orange, FL, and the $58.2 million ($29.1 million at CBL’s share) loan secured by Hammock Landing in West Melbourne, FL. The loans were extended for an initial term of three years, with two one-year extensions available at the Company’s option, for a final maturity in February 2023. The new loans bear interest at 225 basis points over LIBOR, an increase of 25 bps over the prior rate.
In January 2019, CBL closed on a new $1.185 billion senior secured facility (the “Facility”), which includes a fully-funded $500 million term loan (the “Term Loan”) and a revolving line of credit (the ”Line of Credit”) with total borrowing capacity of $685 million. The Facility matures in July 2023 and bears a floating interest rate of 225 basis points over LIBOR. The Term Loan will be reduced by $35 million per year, paid in quarterly installments. The Facility replaces all of the Company’s prior unsecured bank facilities, which totaled $1.795 billion.
REDEVELOPMENT
During the fourth quarter, CBL announced details of its transformation plan for the former Sears at Hamilton Place in Chattanooga, TN. As part of the project, Chattanooga will welcome new-to-market entertainment venue Dave & Buster’s, which will feature the latest arcade games, state-of-the-art sports viewing, chef-crafted food and innovative cocktails. In addition, the project will include Dick's Sporting Goods, an approximately 145-room boutique-style hotel, Class “A” office space and additional restaurants and specialty tenants. These new additions will join Cheesecake Factory, which opened in December 2018 on a parcel adjacent to the Sears building. Construction is expected to commence in early 2019.
OUTLOOK AND GUIDANCE
CBL is providing 2019 FFO, as adjusted, guidance in the range of $1.41 - $1.46 per diluted share. Guidance incorporates a full-year budgeted impact of loss in rent related to 2018 tenant bankruptcies, store and anchor closures and rent adjustments net of expected new leasing as well as a reserve in the range of $5.0 - $15.0 million (the
"Reserve") for potential future unbudgeted loss in rent from tenant bankruptcies, store closures or lease modifications that may occur in 2019. Detail of assumptions underlying guidance follows:
|
| | | |
| Low | | High |
2019 FFO per share, as adjusted (includes the Reserve) | $1.41 | | $1.46 |
2019 Change in Same-Center NOI ("SC NOI") (includes the Reserve) | (7.75)% | | (6.25)% |
Reserve for unbudgeted lost rents included in SC NOI and FFO | $15.0 million | | $5.0 million |
Gains on outparcel sales | $10.0 million | | $15.0 million |
Assumptions underlying the change in 2019 Same-Center NOI are as follows: |
| | | | |
| | Estimated Impact to 2019 SC NOI | | Explanation |
New Leasing/Contractual Rent Increases | | 3.0% | | |
Rent loss from Anchor Closures | | (1.8)% | | Includes 2018 actual and 2019 budgeted anchor closures |
Store Closures/Non-renewals | | (3.1)% | | Includes 2018 actual and budgeted 2019 store closures at natural lease maturation as well as mid-term store closures primarily related to tenants in bankruptcy |
Lease Renewals | | (2.1)% | | Impact of net lease renewals completed in 2018 and budgeted for 2019, including certain tenants in bankruptcy reorganization |
Lease Modifications/Co-tenancy | | (1.4)% | | Mid-term lease modifications or co-tenancy rent triggered in 2018 and budgeted for 2019 |
Reserve for lost rents | | (1.6)% | | Mid-point ($10M) of reserve for future unbudgeted lost rents |
Total 2019 SC NOI Change at Midpoint | | (7.0)% | | |
Reconciliation of major variances in 2018 FFO, as adjusted, per share to 2019 FFO per share guidance at mid-point:
|
| | | |
| |
2018 FFO per share, as adjusted | $ | 1.73 |
|
Change in SC NOI (excluding reserve for unbudgeted lost rents) | (0.17 | ) |
Reserve for unbudgeted lost rents ($10M) | (0.05 | ) |
Outparcel Sales Gains | — |
|
Dilution from 2018 Asset Sales | (0.04 | ) |
Net Interest Expense (pro rata share of consolidated and unconsolidated) | — |
|
Net Impact of Non-Core and Other Corporate Items | (0.03 | ) |
Mid-point of 2019 FFO, per share, as adjusted guidance | $ | 1.44 |
|
Reconciliation of GAAP net income to 2019 FFO, as adjusted, per share guidance:
|
| | | | | | | |
| Low | | High |
Expected diluted earnings per common share | $ | 0.42 |
| | $ | 0.47 |
|
Adjust to fully converted shares from common shares | (0.06 | ) | | (0.06 | ) |
Expected earnings per diluted, fully converted common share | 0.36 |
| | 0.41 |
|
Add: depreciation and amortization | 1.36 |
| | 1.36 |
|
Add: noncontrolling interest in earnings of Operating Partnership | 0.06 |
| | 0.06 |
|
Expected FFO per diluted, fully converted common share | 1.78 |
| | 1.83 |
|
Gain on extinguishment of debt | (0.37 | ) | | (0.37 | ) |
Expected FFO, as adjusted, per diluted, fully converted common share | $ | 1.41 |
| | $ | 1.46 |
|
INVESTOR CONFERENCE CALL AND WEBCAST
CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Friday, February 8, 2019, to discuss its fourth quarter and full year results. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061 and the confirmation number is 6970542. A replay of the conference call will be available through February 15, 2019, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number 10126294. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.
To receive the CBL & Associates Properties, Inc., fourth quarter and full year earnings release and supplemental information please visit the Investing section of our website at cblproperties.com or contact Investor Relations at (423) 490-8312.
The Company will also provide an online webcast and rebroadcast of its 2018 fourth quarter and full year earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, February 8, 2019 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for three months.
ABOUT CBL & ASSOCIATES PROPERTIES, INC.
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 115 properties totaling 71.5 million square feet across 26 states, including 72 high-quality enclosed, outlet and open-air retail centers and 11 properties managed for third parties. CBL continuously strengthens 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
Funds From Operations
FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets
declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure. The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income attributable to the Company's common shareholders to FFO allocable to operating partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of its Operating Partnership. The Company then applies a percentage to FFO of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares outstanding for the period and the weighted average number of Operating Partnership units outstanding during the period.
FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
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 significant 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 10 of this earnings release for a description of these adjustments.
Same-center Net Operating Income
NOI is a supplemental measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of its shopping center and other properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI also excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center and other properties. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release.
Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2018
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
REVENUES: | | | | | | | |
Minimum rents | $ | 146,910 |
|
| $ | 155,966 |
|
| $ | 588,007 |
|
| $ | 624,161 |
|
Percentage rents | 5,149 |
|
| 4,747 |
|
| 11,759 |
|
| 11,874 |
|
Other rents | 5,136 |
|
| 7,837 |
|
| 12,034 |
|
| 19,008 |
|
Tenant reimbursements | 44,712 |
|
| 61,975 |
|
| 217,313 |
|
| 254,552 |
|
Management, development and leasing fees | 2,520 |
|
| 3,235 |
|
| 10,542 |
|
| 11,982 |
|
Other | 12,454 |
|
| 1,596 |
|
| 18,902 |
|
| 5,675 |
|
Total revenues | 216,881 |
|
| 235,356 |
|
| 858,557 |
|
| 927,252 |
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
Property operating | 29,660 |
|
| 31,780 |
|
| 122,017 |
|
| 128,030 |
|
Depreciation and amortization | 68,140 |
|
| 73,629 |
|
| 285,401 |
|
| 299,090 |
|
Real estate taxes | 20,554 |
|
| 21,574 |
|
| 82,291 |
|
| 83,917 |
|
Maintenance and repairs | 11,591 |
|
| 12,284 |
|
| 48,304 |
|
| 48,606 |
|
General and administrative | 13,661 |
|
| 13,064 |
|
| 61,506 |
|
| 58,466 |
|
Loss on impairment | 91,769 |
|
| — |
|
| 176,413 |
|
| 71,401 |
|
Other | 410 |
|
| 29 |
|
| 787 |
|
| 5,180 |
|
Total operating expenses | 235,785 |
|
| 152,360 |
|
| 776,719 |
|
| 694,690 |
|
Income (loss) from operations | (18,904 | ) |
| 82,996 |
|
| 81,838 |
|
| 232,562 |
|
Interest and other income | 1,144 |
|
| 471 |
|
| 1,858 |
|
| 1,706 |
|
Interest expense | (56,874 | ) |
| (53,501 | ) |
| (220,038 | ) |
| (218,680 | ) |
Gain on extinguishment of debt | — |
|
| — |
|
| — |
|
| 30,927 |
|
Loss on investment | — |
|
| — |
|
| — |
|
| (6,197 | ) |
Income tax benefit (provision) | (295 | ) |
| (2,851 | ) |
| 1,551 |
|
| 1,933 |
|
Equity in earnings of unconsolidated affiliates | 4,808 |
|
| 6,535 |
|
| 14,677 |
|
| 22,939 |
|
Gain on sales of real estate assets | 3,003 |
| | 6,888 |
| | 19,001 |
| | 93,792 |
|
Net income (loss) | (67,118 | ) |
| 40,538 |
|
| (101,113 | ) |
| 158,982 |
|
Net (income) loss attributable to noncontrolling interests in: |
|
|
|
|
|
|
|
Operating Partnership | 10,710 |
|
| (3,950 | ) |
| 19,688 |
|
| (12,652 | ) |
Other consolidated subsidiaries | 604 |
|
| (124 | ) |
| 973 |
|
| (25,390 | ) |
Net income (loss) attributable to the Company | (55,804 | ) |
| 36,464 |
|
| (80,452 | ) |
| 120,940 |
|
Preferred dividends | (11,223 | ) |
| (11,223 | ) |
| (44,892 | ) |
| (44,892 | ) |
Net income (loss) attributable to common shareholders | $ | (67,027 | ) |
| $ | 25,241 |
|
| $ | (125,344 | ) |
| $ | 76,048 |
|
| | | | | | | |
Basic and diluted per share data attributable to common shareholders: |
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders | $ | (0.39 | ) |
| $ | 0.15 |
|
| $ | (0.73 | ) |
| $ | 0.44 |
|
Weighted-average common shares outstanding | 172,665 |
|
| 171,098 |
|
| 172,486 |
|
| 171,070 |
|
| | | | | | | |
Dividends declared per common share | $ | 0.075 |
| | $ | 0.200 |
| | $ | 0.675 |
| | $ | 0.995 |
|
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2018
The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Net income (loss) attributable to common shareholders | $ | (67,027 | ) |
| $ | 25,241 |
|
| $ | (125,344 | ) |
| $ | 76,048 |
|
Noncontrolling interest in income (loss) of Operating Partnership | (10,710 | ) |
| 3,950 |
|
| (19,688 | ) |
| 12,652 |
|
Depreciation and amortization expense of: |
|
|
|
|
|
|
|
Consolidated properties | 68,140 |
|
| 73,629 |
|
| 285,401 |
|
| 299,090 |
|
Unconsolidated affiliates | 10,681 |
|
| 9,591 |
|
| 41,858 |
|
| 38,124 |
|
Non-real estate assets | (913 | ) |
| (936 | ) |
| (3,661 | ) |
| (3,526 | ) |
Noncontrolling interests' share of depreciation and amortization | (2,177 | ) |
| (2,186 | ) |
| (8,601 | ) |
| (8,977 | ) |
Loss on impairment, net of taxes | 91,657 |
|
| — |
|
| 176,300 |
|
| 70,185 |
|
Loss on impairment of unconsolidated affiliates | — |
| | — |
| | 1,022 |
| | — |
|
Gain on depreciable property, net of taxes and noncontrolling interests' share | (1,941 | ) |
| (222 | ) |
| (7,484 | ) |
| (48,983 | ) |
FFO allocable to Operating Partnership common unitholders | 87,710 |
| | 109,067 |
| | 339,803 |
| | 434,613 |
|
Litigation expenses (1) | — |
|
| 34 |
|
| — |
|
| 103 |
|
Nonrecurring professional fees reimbursement (1) | — |
| | — |
| | — |
| | (919 | ) |
Loss on investment (2) | — |
|
| — |
|
| — |
|
| 6,197 |
|
Non-cash default interest expense (3) | 1,669 |
| | 921 |
| | 5,285 |
| | 5,319 |
|
Impact of new tax law on income tax expense | — |
| | 2,309 |
| | — |
| | 2,309 |
|
Gain on extinguishment of debt, net of noncontrolling interests' share (4) | — |
|
| — |
|
| — |
|
| (33,902 | ) |
FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 89,379 |
|
| $ | 112,331 |
|
| $ | 345,088 |
|
| $ | 413,720 |
|
| | | | | | | |
FFO per diluted share | $ | 0.44 |
|
| $ | 0.55 |
|
| $ | 1.70 |
|
| $ | 2.18 |
|
| | | | | | | |
FFO, as adjusted, per diluted share | $ | 0.45 |
|
| $ | 0.56 |
|
| $ | 1.73 |
|
| $ | 2.08 |
|
| | | | | | | |
Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 199,430 |
| | 199,314 |
| | 199,580 |
| | 199,322 |
|
(1) Litigation expenses are included in general and administrative expense in the consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the consolidated statements of operations. |
|
(2) The year ended December 31, 2017 includes a loss on investment related to the write down of our 25% interest in River Ridge Mall based on the contract price to sell such interest to our joint venture partner. The sale closed in August 2017. |
| | | | | | | |
(3) The three months and year ended December 31, 2018 includes non-cash default interest expense related to Acadiana Mall, Cary Town Center and Triangle Town Center. The three months and year ended December 31, 2017 includes default interest expense related to Acadiana Mall. The year ended December 31, 2017 also includes default interest expense related to Chesterfield Mall, Midland Mall and Wausau Center. |
| | | | | | | |
(4) The year ended December 31, 2017 includes a $6,851 gain on extinguishment of debt related to the non-recourse loan secured by Wausau Center, which was conveyed to the lender in the third quarter of 2017, which was partially offset by a loss on extinguishment of debt related to a prepayment fee of $371 related to the early retirement of a mortgage loan, a gain on extinguishment of debt related to the non-recourse loan secured by Chesterfield Mall, which was conveyed to the lender in the second quarter of 2017, a loss on extinguishment of debt related to a prepayment fee on the early retirement of the loans secured by The Outlet Shoppes at Oklahoma City, which was sold in the second quarter of 2017, and a gain on extinguishment of debt related to the non-recourse loan secured by Midland Mall, which was conveyed to the lender in the first quarter of 2017. |
The reconciliation of diluted EPS to FFO per diluted share is as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Diluted EPS attributable to common shareholders | $ | (0.39 | ) | | $ | 0.15 |
| | $ | (0.73 | ) | | $ | 0.44 |
|
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 | 0.38 |
| | 0.40 |
| | 1.58 |
| | 1.64 |
|
Loss on impairment, net of taxes | 0.46 |
| | — |
| | 0.89 |
| | 0.35 |
|
Gain on depreciable property, net of taxes and noncontrolling interests' share | (0.01 | ) | | — |
| | (0.04 | ) | | (0.25 | ) |
FFO per diluted share | $ | 0.44 |
| | $ | 0.55 |
| | $ | 1.70 |
| | $ | 2.18 |
|
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 December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
FFO allocable to Operating Partnership common unitholders | $ | 87,710 |
| | $ | 109,067 |
| | $ | 339,803 |
| | $ | 434,613 |
|
Percentage allocable to common shareholders (1) | 86.58 | % | | 85.84 | % | | 86.42 | % | | 85.83 | % |
FFO allocable to common shareholders | $ | 75,939 |
| | $ | 93,623 |
| | $ | 293,658 |
| | $ | 373,028 |
|
| | | | | | | |
FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 89,379 |
| | $ | 112,331 |
| | $ | 345,088 |
| | $ | 413,720 |
|
Percentage allocable to common shareholders (1) | 86.58 | % | | 85.84 | % | | 86.42 | % | | 85.83 | % |
FFO allocable to common shareholders, as adjusted | $ | 77,384 |
| | $ | 96,425 |
| | $ | 298,225 |
| | $ | 355,096 |
|
(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 16. |
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
SUPPLEMENTAL FFO INFORMATION: | | | | | | | |
Lease termination fees | $ | 317 |
| | $ | 2,042 |
| | $ | 10,105 |
| | $ | 4,036 |
|
Lease termination fees per share | $ | — |
| | $ | 0.01 |
| | $ | 0.05 |
| | $ | 0.02 |
|
| | | | | | | |
Straight-line rental income | $ | (1,108 | ) | | $ | (197 | ) | | $ | (5,031 | ) | | $ | 31 |
|
Straight-line rental income per share | $ | (0.01 | ) | | $ | — |
| | $ | (0.03 | ) | | $ | — |
|
| | | | | | | |
Gains on outparcel sales | $ | 1,679 |
| | $ | 6,678 |
| | $ | 13,138 |
| | $ | 18,374 |
|
Gains on outparcel sales per share | $ | 0.01 |
| | $ | 0.03 |
| | $ | 0.07 |
| | $ | 0.09 |
|
| | | | | | | |
Net amortization of acquired above- and below-market leases | $ | 662 |
| | $ | 903 |
| | $ | 1,644 |
| | $ | 4,365 |
|
Net amortization of acquired above- and below-market leases per share | $ | — |
| | $ | — |
| | $ | 0.01 |
| | $ | 0.02 |
|
| | | | | | | |
Net amortization of debt (premiums) discounts | $ | 316 |
| | $ | 140 |
| | $ | 1,043 |
| | $ | (632 | ) |
Net amortization of debt (premiums) discounts per share | $ | — |
| | $ | — |
| | $ | 0.01 |
| | $ | — |
|
| | | | | | | |
Income tax benefit (provision) prior to impact of 2017 tax law | $ | (295 | ) | | $ | (542 | ) | | $ | 1,551 |
| | $ | 4,242 |
|
Income tax benefit (provision) prior to impact of 2017 tax law per share | $ | — |
| | $ | — |
| | $ | 0.01 |
| | $ | 0.02 |
|
| | | | | | | |
Impact of new tax law on income tax expense | $ | — |
| | $ | (2,309 | ) | | $ | — |
| | $ | (2,309 | ) |
Impact of new tax law on income tax expense per share | $ | — |
| | $ | (0.01 | ) | | $ | — |
| | $ | (0.01 | ) |
| | | | | | | |
Abandoned projects expense | $ | (410 | ) | | $ | (29 | ) | | $ | (787 | ) | | $ | (5,180 | ) |
Abandoned projects expense per share | $ | — |
| | $ | — |
| | $ | — |
| | $ | (0.03 | ) |
| | | | | | | |
Gain on extinguishment of debt, net of noncontrolling interests' share | $ | — |
| | $ | — |
| | $ | — |
| | $ | 33,902 |
|
Gain on extinguishment of debt, net of noncontrolling interests' share, per share | $ | — |
| | $ | — |
| | $ | — |
| | $ | 0.17 |
|
| | | | | | | |
Non cash default interest expense | $ | (1,669 | ) | | $ | (921 | ) | | $ | (5,285 | ) | | $ | (5,319 | ) |
Non cash default interest expense per share | $ | (0.01 | ) | | $ | — |
| | $ | (0.03 | ) | | $ | (0.03 | ) |
| | | | | | | |
Loss on investment | $ | — |
| | $ | — |
| | $ | — |
| | $ | (6,197 | ) |
Loss on investment per share | $ | — |
| | $ | — |
| | $ | — |
| | $ | (0.03 | ) |
| | | | | | | |
Interest capitalized | $ | 919 |
| | $ | 554 |
| | $ | 3,655 |
| | $ | 2,230 |
|
Interest capitalized per share | $ | — |
| | $ | — |
| | $ | 0.02 |
| | $ | 0.01 |
|
| | | | | | | |
Litigation expenses | $ | — |
| | $ | (34 | ) | | $ | — |
| | $ | (103 | ) |
Litigation expenses per share | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| | | | | | | |
Nonrecurring professional fees reimbursement | $ | — |
| | $ | — |
| | $ | — |
| | $ | 919 |
|
Nonrecurring professional fees reimbursement per share | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
|
| | | | | | | | |
| | As of December 31, |
| | 2018 | | 2017 |
Straight-line rent receivable |
| $ | 55,902 |
|
| $ | 61,506 |
|
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2018
Same-center Net Operating Income
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| Year Ended December 31, |
| 2018 |
| 2017 |
| 2018 |
| 2017 |
Net income (loss) | $ | (67,118 | ) |
| $ | 40,538 |
|
| $ | (101,113 | ) |
| $ | 158,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | 68,140 |
|
| 73,629 |
|
| 285,401 |
|
| 299,090 |
|
Depreciation and amortization from unconsolidated affiliates | 10,681 |
|
| 9,591 |
|
| 41,858 |
|
| 38,124 |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (2,177 | ) |
| (2,186 | ) |
| (8,601 | ) |
| (8,977 | ) |
Interest expense | 56,874 |
|
| 53,501 |
|
| 220,038 |
|
| 218,680 |
|
Interest expense from unconsolidated affiliates | 6,754 |
|
| 6,268 |
|
| 25,603 |
|
| 25,083 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,837 | ) |
| (1,902 | ) |
| (7,749 | ) |
| (7,062 | ) |
Abandoned projects expense | 410 |
|
| 29 |
|
| 787 |
|
| 5,180 |
|
Gain on sales of real estate assets | (3,003 | ) |
| (6,888 | ) |
| (19,001 | ) |
| (93,792 | ) |
Gain on sales of real estate assets of unconsolidated affiliates | (1,043 | ) |
| (12 | ) |
| (1,607 | ) |
| (201 | ) |
Noncontrolling interests' share of gain on sales of real estate assets in other consolidated subsidiaries | — |
| | — |
| | — |
| | 26,639 |
|
Loss on investment | — |
|
| — |
|
| — |
|
| 6,197 |
|
Gain on extinguishment of debt | — |
|
| — |
|
| — |
|
| (30,927 | ) |
Noncontrolling interests' share of loss on extinguishment of debt in other consolidated subsidiaries | — |
| | — |
| | — |
| | (2,975 | ) |
Loss on impairment | 91,769 |
|
| — |
|
| 176,413 |
|
| 71,401 |
|
Income tax (benefit) provision | 295 |
|
| 2,851 |
|
| (1,551 | ) |
| (1,933 | ) |
Lease termination fees | (317 | ) |
| (2,042 | ) |
| (10,105 | ) |
| (4,036 | ) |
Straight-line rent and above- and below-market lease amortization | 446 |
|
| (711 | ) |
| 3,387 |
|
| (4,396 | ) |
Net (income) loss attributable to noncontrolling interest in other consolidated subsidiaries | 604 |
|
| (124 | ) |
| 973 |
|
| (25,390 | ) |
General and administrative expenses | 13,661 |
|
| 13,064 |
|
| 61,506 |
|
| 58,466 |
|
Management fees and non-property level revenues | (4,501 | ) |
| (4,046 | ) |
| (14,143 | ) |
| (14,115 | ) |
Operating Partnership's share of property NOI | 169,638 |
|
| 181,560 |
|
| 652,096 |
|
| 714,038 |
|
Non-comparable NOI | (5,367 | ) |
| (9,750 | ) |
| (26,582 | ) |
| (48,420 | ) |
Total same-center NOI (1) | $ | 164,271 |
|
| $ | 171,810 |
|
| $ | 625,514 |
|
| $ | 665,618 |
|
Total same-center NOI percentage change | (4.4 | )% |
|
|
| (6.0 | )% |
|
|
Same-center Net Operating Income
(Continued)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Malls | $ | 148,862 |
| | $ | 155,970 |
| | $ | 564,855 |
| | $ | 602,394 |
|
Associated centers | 8,337 |
| | 8,282 |
| | 32,566 |
| | 33,173 |
|
Community centers | 5,616 |
| | 5,609 |
| | 21,918 |
| | 22,618 |
|
Offices and other | 1,456 |
| | 1,949 |
| | 6,175 |
| | 7,433 |
|
Total same-center NOI (1) | $ | 164,271 |
| | $ | 171,810 |
| | $ | 625,514 |
| | $ | 665,618 |
|
| | | | | | | |
Percentage Change: | | | | | | | |
Malls | (4.6 | )% | | | | (6.2 | )% | | |
Associated centers | 0.7 | % | | | | (1.8 | )% | | |
Community centers | 0.1 | % | | | | (3.1 | )% | | |
Offices and other | (25.3 | )% | | | | (16.9 | )% | | |
Total same-center NOI (1) | (4.4 | )% | | | | (6.0 | )% | | |
| |
(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 December 31, 2018, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending December 31, 2018. New properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this 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. |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2018 and 2017
Company's Share of Consolidated and Unconsolidated Debt |
| | | | | | | | | | | | | | | | | | | | |
|
| As of December 31, 2018 |
|
| Fixed Rate |
| Variable Rate |
| Total per Debt Schedule | | Unamortized Deferred Financing Costs | | Total |
Consolidated debt |
| $ | 3,147,108 |
| | $ | 955,751 |
|
| $ | 4,102,859 |
| (1) | $ | (15,963 | ) | | $ | 4,086,896 |
|
Noncontrolling interests' share of consolidated debt |
| (94,361 | ) | | — |
|
| (94,361 | ) | | 804 |
| | (93,557 | ) |
Company's share of unconsolidated affiliates' debt |
| 550,673 |
| | 99,904 |
|
| 650,577 |
| | (2,687 | ) | | 647,890 |
|
Company's share of consolidated and unconsolidated debt |
| $ | 3,603,420 |
|
| $ | 1,055,655 |
|
| $ | 4,659,075 |
| | $ | (17,846 | ) | | $ | 4,641,229 |
|
Weighted average interest rate |
| 5.16 | % | | 4.28 | % | | 4.96 | % | | | | |
|
| | | | | | | | | |
|
| As of December 31, 2017 |
|
| Fixed Rate |
| Variable Rate |
| Total per Debt Schedule | | Unamortized Deferred Financing Costs | | Total |
Consolidated debt |
| $ | 3,158,973 |
|
| $ | 1,090,810 |
|
| $ | 4,249,783 |
| | $ | (18,938 | ) | | $ | 4,230,845 |
|
Noncontrolling interests' share of consolidated debt |
| (77,155 | ) |
| (5,418 | ) |
| (82,573 | ) | | 687 |
| | (81,886 | ) |
Company's share of unconsolidated affiliates' debt |
| 532,766 |
|
| 64,455 |
|
| 597,221 |
| | (2,441 | ) | | 594,780 |
|
Company's share of consolidated and unconsolidated debt |
| $ | 3,614,584 |
|
| $ | 1,149,847 |
|
| $ | 4,764,431 |
| | $ | (20,692 | ) | | $ | 4,743,739 |
|
Weighted average interest rate |
| 5.19 | % |
| 2.93 | % |
| 4.65 | % | | | | |
| | | | | | | | | | |
(1) Includes $43,716 of debt related to Cary Town Center that is classified in liabilities related to assets held for sale in the consolidated balance sheet as of December 31, 2018. The mall was sold in January 2019. |
Debt-To-Total-Market Capitalization Ratio as of December 31, 2018
(In thousands, except stock price)
|
| | | | | | | | | | | |
| | Shares Outstanding | | Stock Price (1) | | Value |
Common stock and Operating Partnership units |
| 199,415 |
|
| $ | 1.92 |
|
| $ | 382,877 |
|
7.375% Series D Cumulative Redeemable Preferred Stock |
| 1,815 |
|
| 250.00 |
|
| 453,750 |
|
6.625% Series E Cumulative Redeemable Preferred Stock |
| 690 |
|
| 250.00 |
|
| 172,500 |
|
Total market equity |
| | | |
| 1,009,127 |
|
Company's share of total debt, excluding unamortized deferred financing costs |
| | | |
| 4,659,075 |
|
Total market capitalization |
| | | |
| $ | 5,668,202 |
|
Debt-to-total-market capitalization ratio |
| | | |
| 82.2 | % |
| | | | | | |
(1) Stock price for common stock and Operating Partnership units equals the closing price of the common stock on December 31, 2018. The stock prices for the preferred stocks represent the liquidation preference of each respective series. |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2018 and 2017
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands) |
| | | | | | | | | | | | |
|
| Three Months Ended December 31, |
| Year Ended December 31, |
2018: |
| Basic |
| Diluted |
| Basic |
| Diluted |
Weighted average shares - EPS |
| 172,665 |
| | 172,665 |
| | 172,486 |
| | 172,486 |
|
Weighted average Operating Partnership units |
| 26,765 |
|
| 26,765 |
|
| 27,094 |
|
| 27,094 |
|
Weighted average shares - FFO |
| 199,430 |
|
| 199,430 |
|
| 199,580 |
|
| 199,580 |
|
|
|
|
|
|
|
|
|
|
2017: |
|
|
|
|
|
|
|
|
Weighted average shares - EPS |
| 171,098 |
|
| 171,098 |
|
| 171,070 |
|
| 171,070 |
|
Weighted average Operating Partnership units |
| 28,216 |
|
| 28,216 |
|
| 28,252 |
|
| 28,252 |
|
Weighted average shares - FFO |
| 199,314 |
|
| 199,314 |
|
| 199,322 |
|
| 199,322 |
|
Dividend Payout Ratio |
| | | | | | | | | | | | | | | | |
|
| Three Months Ended December 31, |
| Year Ended December 31, |
|
| 2018 |
| 2017 |
| 2018 |
| 2017 |
Weighted average cash dividend per share |
| $ | 0.08590 |
|
| $ | 0.20888 |
|
| $ | 0.71251 |
|
| $ | 1.02731 |
|
FFO as adjusted, per diluted fully converted share |
| $ | 0.45 |
|
| $ | 0.56 |
|
| $ | 1.73 |
|
| $ | 2.08 |
|
Dividend payout ratio |
| 19.1 | % |
| 37.3 | % |
| 41.2 | % |
| 49.4 | % |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2018 and 2017
Consolidated Balance Sheets (Unaudited; in thousands, except share data) |
| | | | | | | |
| As of December 31, |
| 2018 |
| 2017 |
ASSETS |
|
|
|
Real estate assets: |
|
|
|
Land | $ | 793,944 |
|
| $ | 813,390 |
|
Buildings and improvements | 6,413,003 |
|
| 6,723,194 |
|
| 7,206,947 |
|
| 7,536,584 |
|
Accumulated depreciation | (2,493,082 | ) |
| (2,465,095 | ) |
| 4,713,865 |
|
| 5,071,489 |
|
Held for sale | 30,971 |
|
| — |
|
Developments in progress | 38,807 |
|
| 85,346 |
|
Net investment in real estate assets | 4,783,643 |
|
| 5,156,835 |
|
Cash and cash equivalents | 25,138 |
|
| 32,627 |
|
Receivables: |
|
|
| |
|
Tenant, net of allowance for doubtful accounts of $2,337 and $2,011 in 2018 and 2017, respectively | 77,788 |
|
| 83,552 |
|
Other, net of allowance for doubtful accounts of $838 in 2017 | 7,511 |
|
| 7,570 |
|
Mortgage and other notes receivable | 7,672 |
|
| 8,945 |
|
Investments in unconsolidated affiliates | 283,553 |
|
| 249,192 |
|
Intangible lease assets and other assets | 153,665 |
|
| 166,087 |
|
| $ | 5,338,970 |
|
| $ | 5,704,808 |
|
| | | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |
|
|
Mortgage and other indebtedness, net | $ | 4,043,180 |
|
| $ | 4,230,845 |
|
Accounts payable and accrued liabilities | 218,217 |
|
| 228,650 |
|
Liabilities related to assets held for sale | 43,716 |
| | — |
|
Total liabilities | 4,305,113 |
|
| 4,459,495 |
|
Commitments and contingencies |
|
|
|
Redeemable noncontrolling interests | 3,575 |
|
| 8,835 |
|
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, 172,656,458 and 171,088,778 issued and outstanding in 2018 and 2017, respectively | 1,727 |
|
| 1,711 |
|
Additional paid-in capital | 1,968,280 |
|
| 1,974,537 |
|
Dividends in excess of cumulative earnings | (1,007,778 | ) |
| (836,269 | ) |
Total shareholders' equity | 962,254 |
|
| 1,140,004 |
|
Noncontrolling interests | 68,028 |
|
| 96,474 |
|
Total equity | 1,030,282 |
|
| 1,236,478 |
|
| $ | 5,338,970 |
|
| $ | 5,704,808 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018 and 2017
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
|
| | | | | | | |
| As of December 31, |
| 2018 | | 2017 |
ASSETS: | | | |
Investment in real estate assets | $ | 2,099,108 |
| | $ | 2,089,262 |
|
Accumulated depreciation | (674,275 | ) | | (618,922 | ) |
| 1,424,833 |
| | 1,470,340 |
|
Developments in progress | 12,569 |
| | 36,765 |
|
Net investment in real estate assets | 1,437,402 |
| | 1,507,105 |
|
Other assets | 186,501 |
| | 201,114 |
|
Total assets | $ | 1,623,903 |
| | $ | 1,708,219 |
|
| | | |
LIABILITIES: |
| |
|
Mortgage and other indebtedness, net | $ | 1,319,949 |
| | $ | 1,248,817 |
|
Other liabilities | 39,777 |
| | 41,291 |
|
Total liabilities | 1,359,726 |
| | 1,290,108 |
|
| | | |
OWNERS' EQUITY: |
| |
|
The Company | 191,050 |
| | 216,292 |
|
Other investors | 73,127 |
| | 201,819 |
|
Total owners' equity | 264,177 |
| | 418,111 |
|
Total liabilities and owners’ equity | $ | 1,623,903 |
| | $ | 1,708,219 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Total revenues | $ | 58,230 |
| | $ | 61,357 |
| | $ | 225,073 |
| | $ | 236,607 |
|
Depreciation and amortization | (19,256 | ) | | (19,826 | ) | | (78,174 | ) | | (80,102 | ) |
Loss on impairment | — |
| | — |
| | (89,826 | ) | | — |
|
Other operating expenses | (18,030 | ) | | (18,475 | ) | | (72,056 | ) | | (71,293 | ) |
Income (loss) from operations | 20,944 |
| | 23,056 |
| | (14,983 | ) | | 85,212 |
|
Interest income | 356 |
| | 485 |
| | 1,415 |
| | 1,671 |
|
Interest expense | (13,958 | ) | | (12,952 | ) | | (52,803 | ) | | (51,843 | ) |
Gain on sales of real estate assets | 1,928 |
| | 26 |
| | 3,056 |
| | 555 |
|
Net income (loss) | $ | 9,270 |
| | $ | 10,615 |
| | $ | (63,315 | ) | | $ | 35,595 |
|
|
| | | | | | | | | | | | | | | |
| Company's Share for the Three Months Ended December 31, | | Company's Share for the Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Total revenues | $ | 29,653 |
| | $ | 30,999 |
| | $ | 115,851 |
| | $ | 118,915 |
|
Depreciation and amortization | (10,681 | ) | | (9,591 | ) | | (41,858 | ) | | (38,124 | ) |
Loss on impairment | — |
| | — |
| | (1,022 | ) | | — |
|
Other operating expenses | (8,699 | ) | | (8,928 | ) | | (35,274 | ) | | (34,078 | ) |
Income from operations | 10,273 |
| | 12,480 |
| | 37,697 |
| | 46,713 |
|
Interest income | 246 |
| | 311 |
| | 976 |
| | 1,108 |
|
Interest expense | (6,754 | ) | | (6,268 | ) | | (25,603 | ) | | (25,083 | ) |
Gain on sales of real estate assets | 1,043 |
| | 12 |
| | 1,607 |
| | 201 |
|
Net income | $ | 4,808 |
| | $ | 6,535 |
| | $ | 14,677 |
| | $ | 22,939 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2018
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 and gain or loss on extinguishment of debt.
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 December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Net income (loss) | $ | (67,118 | ) | | $ | 40,538 |
| | $ | (101,113 | ) | | $ | 158,982 |
|
Depreciation and amortization | 68,140 |
| | 73,629 |
| | 285,401 |
| | 299,090 |
|
Depreciation and amortization from unconsolidated affiliates | 10,681 |
| | 9,591 |
| | 41,858 |
| | 38,124 |
|
Interest expense | 56,874 |
| | 53,501 |
| | 220,038 |
| | 218,680 |
|
Interest expense from unconsolidated affiliates | 6,754 |
| | 6,268 |
| | 25,603 |
| | 25,083 |
|
Income taxes | 353 |
| | 3,605 |
| | (909 | ) | | 1,313 |
|
Loss on impairment | 91,769 |
| | — |
| | 176,413 |
| | 71,401 |
|
Loss on impairment of unconsolidated affiliates | — |
| | — |
| | 1,022 |
| | — |
|
Gain on depreciable property | (1,941 | ) | | (211 | ) | | (7,484 | ) | | (75,640 | ) |
Loss on investment | — |
| | — |
| | — |
| | 6,197 |
|
EBITDAre (1) | 165,512 |
| | 186,921 |
| | 640,829 |
| | 743,230 |
|
Gain on extinguishment of debt, net of noncontrolling interests' share | — |
| | — |
| | — |
| | (33,902 | ) |
Abandoned projects | 410 |
| | 29 |
| | 787 |
| | 5,180 |
|
Net (income) loss attributable to noncontrolling interest in other consolidated subsidiaries | 604 |
| | (124 | ) | | 973 |
| | (25,390 | ) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (2,177 | ) | | (2,186 | ) | | (8,601 | ) | | (8,977 | ) |
Noncontrolling interests' share of interest expense in earnings of other consolidated subsidiaries | (1,837 | ) | | (1,902 | ) | | (7,749 | ) | | (7,062 | ) |
Noncontrolling interests' share of gain on depreciable property | — |
| | — |
| | — |
| | 26,639 |
|
Company's share of Adjusted EBITDAre | $ | 162,512 |
| | $ | 182,738 |
| | $ | 626,239 |
| | $ | 699,718 |
|
(1) Includes $1,679 and $6,677 for the three months ended December 31, 2018 and 2017, respectively, and $13,138 and $18,378 for the year ended December 31, 2018 and 2017, respectively, related to sales of non-depreciable real estate assets. |
| | | | | | | |
Interest Expense: | | | | | | | |
Interest expense | $ | 56,874 |
| | $ | 53,501 |
| | $ | 220,038 |
| | $ | 218,680 |
|
Interest expense from unconsolidated affiliates | 6,754 |
| | 6,268 |
| | 25,603 |
| | 25,083 |
|
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,837 | ) | | (1,902 | ) | | (7,749 | ) | | (7,062 | ) |
Company's share of total interest expense | $ | 61,791 |
| | $ | 57,867 |
| | $ | 237,892 |
| | $ | 236,701 |
|
Ratio of Adjusted EBITDAre to Interest Expense | 2.6 | x | | 3.2 | x | | 2.6 | x | | 3.0 | x |
Reconciliation of EBITDAre to Cash Flows Provided By Operating Activities (In thousands) |
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 | | 2017 | | 2018 | | 2017 |
Company's share of Adjusted EBITDAre | $ | 162,512 |
| | $ | 182,738 |
| | $ | 626,239 |
| | $ | 699,718 |
|
Interest expense | (56,874 | ) | | (53,501 | ) | | (220,038 | ) | | (218,680 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 1,837 |
| | 1,902 |
| | 7,749 |
| | 7,062 |
|
Income taxes | (353 | ) | | (3,605 | ) | | 909 |
| | (1,313 | ) |
Net amortization of deferred financing costs, debt premiums and discounts | 1,712 |
| | 2,049 |
| | 7,163 |
| | 4,953 |
|
Net amortization of intangible lease assets and liabilities | (390 | ) | | (553 | ) | | (192 | ) | | (1,788 | ) |
Depreciation and interest expense from unconsolidated affiliates | (17,435 | ) | | (15,859 | ) | | (67,461 | ) | | (63,207 | ) |
Loss on impairment of unconsolidated affiliates | — |
| | — |
| | (1,022 | ) | | — |
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 2,177 |
| | 2,186 |
| | 8,601 |
| | 8,977 |
|
Noncontrolling interests in earnings (losses) of other consolidated subsidiaries | (604 | ) | | 124 |
| | (973 | ) | | 25,390 |
|
Gain on outparcel sales | (675 | ) | | (6,677 | ) | | (11,517 | ) | | (18,152 | ) |
Gain on insurance proceeds | (912 | ) | | — |
| | (912 | ) | | — |
|
Noncontrolling interests' share of loss on extinguishment of debt | — |
| | — |
| | — |
| | 2,975 |
|
Noncontrolling interests' share of gain on depreciable property | — |
| | — |
| | — |
| | (26,639 | ) |
Equity in earnings of unconsolidated affiliates | (4,808 | ) | | (6,535 | ) | | (14,677 | ) | | (22,939 | ) |
Distributions of earnings from unconsolidated affiliates | 7,452 |
| | 6,012 |
| | 20,026 |
| | 22,373 |
|
Share-based compensation expense | 1,076 |
| | 1,223 |
| | 5,386 |
| | 5,792 |
|
Provision for doubtful accounts | 1,544 |
| | 429 |
| | 4,817 |
| | 3,782 |
|
Change in deferred tax assets | (199 | ) | | 1,615 |
| | (2,905 | ) | | 4,526 |
|
Changes in operating assets and liabilities | (726 | ) | | (25,751 | ) | | 14,161 |
| | (10,083 | ) |
Cash flows provided by operating activities | $ | 95,334 |
| | $ | 85,797 |
| | $ | 375,354 |
| | $ | 422,747 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018
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: | | | | | | | | | | |
Acadiana Mall | Lafayette, LA | | Apr-17 | | 5.67% | $ | 119,760 |
| (1) | $ | 119,760 |
| | $ | — |
|
Cary Towne Center | Cary, NC | | Jun-18 |
| 4.00% | 43,716 |
| (2) | 43,716 |
| | — |
|
The Outlet Shoppes at Laredo | Laredo, TX | | May-19 | May-21 | 5.00% | 54,550 |
| | — |
| | 54,550 |
|
Honey Creek Mall | Terre Haute, IN | | Jul-19 | | 8.00% | 24,027 |
| | 24,027 |
| | — |
|
Volusia Mall | Daytona Beach, FL | | Jul-19 | | 8.00% | 41,332 |
| | 41,332 |
| | — |
|
Greenbrier Mall | Chesapeake, VA | | Dec-19 | Dec-20 | 5.41% | 68,101 |
| | 68,101 |
| | — |
|
Hickory Point Mall | Forsyth, IL | | Dec-19 |
| 5.85% | 27,446 |
| | 27,446 |
| | — |
|
The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | | Dec-19 | | 4.85% | 4,575 |
| | — |
| | 4,575 |
|
The Terrace | Chattanooga, TN | | Jun-20 | | 7.25% | 12,334 |
| | 12,334 |
| | — |
|
Burnsville Center | Burnsville, MN | | Jul-20 | | 6.00% | 67,312 |
| | 67,312 |
| | — |
|
The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | | Jul-20 | | 4.85% | 9,482 |
| | — |
| | 9,482 |
|
Parkway Place | Huntsville, AL | | Jul-20 | | 6.50% | 34,486 |
| | 34,486 |
| | — |
|
Valley View Mall | Roanoke, VA | | Jul-20 | | 6.50% | 53,372 |
| | 53,372 |
| | — |
|
Parkdale Mall & Crossing | Beaumont, TX | | Mar-21 | | 5.85% | 78,544 |
| | 78,544 |
| | — |
|
EastGate Mall | Cincinnati, OH | | Apr-21 | | 5.83% | 34,057 |
| | 34,057 |
| | — |
|
Hamilton Crossing & Expansion | Chattanooga, TN | | Apr-21 | | 5.99% | 8,821 |
| | 8,821 |
| | — |
|
Park Plaza | Little Rock, AR | | Apr-21 | | 5.28% | 81,287 |
| | 81,287 |
| | — |
|
Fayette Mall | Lexington, KY | | May-21 | | 5.42% | 152,264 |
| | 152,264 |
| | — |
|
Alamance Crossing - East | Burlington, NC | | Jul-21 | | 5.83% | 45,464 |
| | 45,464 |
| | — |
|
Asheville Mall | Asheville, NC | | Sep-21 | | 5.80% | 66,038 |
| | 66,038 |
| | — |
|
Cross Creek Mall | Fayetteville, NC | | Jan-22 | | 4.54% | 115,513 |
| | 115,513 |
| | — |
|
Northwoods Mall | North Charleston, SC | | Apr-22 | | 5.08% | 65,193 |
| | 65,193 |
| | — |
|
Arbor Place | Atlanta (Douglasville), GA | | May-22 | | 5.10% | 109,209 |
| | 109,209 |
| | — |
|
CBL Center | Chattanooga, TN | | Jun-22 | | 5.00% | 17,780 |
| | 17,780 |
| | — |
|
Jefferson Mall | Louisville, KY | | Jun-22 | | 4.75% | 63,379 |
| | 63,379 |
| | — |
|
Southpark Mall | Colonial Heights, VA | | Jun-22 | | 4.85% | 59,766 |
| | 59,766 |
| | — |
|
WestGate Mall | Spartanburg, SC | | Jul-22 | | 4.99% | 33,910 |
| | 33,910 |
| | — |
|
The Outlet Shoppes at Atlanta | Woodstock, GA | | Nov-23 | | 4.90% | 73,233 |
| | 73,233 |
| | — |
|
The Outlet Shoppes of the Bluegrass | Simpsonville, KY | | Dec-24 | | 4.05% | 71,739 |
| | 71,739 |
| | — |
|
The Outlet Shoppes at Gettysburg | Gettysburg, PA | | Oct-25 | | 4.80% | 37,762 |
| | 37,762 |
| | — |
|
Hamilton Place | Chattanooga, TN | | Jun-26 | | 4.36% | 102,429 |
| | 102,429 |
| | — |
|
The Outlet Shoppes at El Paso | El Paso, TX | | Oct-28 | | 5.10% | 74,823 |
| | 74,823 |
| | — |
|
Total Loans on Operating Properties | | | | | | 1,851,704 |
| | 1,783,097 |
| | 68,607 |
|
Weighted-average interest rate | | | | | | 5.32 | % | | 5.33 | % | | 4.97 | % |
| | | | | | | | | | |
Construction Loan: | | | | | | | | | | |
Brookfield Square Anchor Redevelopment | Brookfield, WI | | Oct-21 | Oct-22 | 5.25% | 8,172 |
| | — |
| | 8,172 |
|
| | | | | | | | | | |
|
| | | | | | | | | | | | | | | | |
Property | Location | Non- controlling Interest % | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| Fixed | | Variable |
Operating Partnership Debt: | | | | | | | | | | |
Unsecured credit facilities: (3) | | | | | | | | | | |
$500,000 capacity | | | Oct-19 | Oct-20 | 3.90% | — |
| | — |
| | — |
|
$100,000 capacity | | | Oct-19 | Oct-20 | 3.90% | 51,896 |
| | — |
| | 51,896 |
|
$500,000 capacity | | | Oct-20 |
| 3.90% | 132,076 |
| | — |
| | 132,076 |
|
| SUBTOTAL | | | | | 183,972 |
| | — |
| | 183,972 |
|
| | | | | | | | | | |
Unsecured term loans: (3) | | | | | | | | | | |
$350,000 term loan | | | Oct-19 |
| 4.10% | 350,000 |
| | — |
| | 350,000 |
|
$300,000 term loan | | | Jul-20 | Jul-21 | 4.35% | 300,000 |
| | — |
| | 300,000 |
|
$45,000 term loan | | | Jun-21 | Jun-22 | 4.17% | 45,000 |
| | — |
| | 45,000 |
|
| SUBTOTAL | | | | | 695,000 |
| | — |
| | 695,000 |
|
Senior unsecured notes: | | | | | | | | | | |
Senior unsecured 5.25% notes | | | Dec-23 | | 5.25% | 450,000 |
| | 450,000 |
| | — |
|
Senior unsecured 5.25% notes (discount) | | | Dec-23 | | 5.25% | (2,577 | ) | | (2,577 | ) | | — |
|
Senior unsecured 4.60% notes | | | Oct-24 | | 4.60% | 300,000 |
| | 300,000 |
| | — |
|
Senior unsecured 4.60% notes (discount) | | | Oct-24 | | 4.60% | (47 | ) | | (47 | ) | | — |
|
Senior unsecured 5.95% notes | | | Dec-26 | | 5.95% | 625,000 |
| | 625,000 |
| | — |
|
Senior unsecured 5.95% notes (discount) | | | Dec-26 | | 5.95% | (8,365 | ) | | (8,365 | ) | | — |
|
| SUBTOTAL | | | | | 1,364,011 |
| | 1,364,011 |
| | — |
|
| | | | | | | | | | |
Total Consolidated Debt | | | | | | $ | 4,102,859 |
| (4) | $ | 3,147,108 |
| | $ | 955,751 |
|
Weighted-average interest rate | | | | | | 5.10 | % | | 5.37 | % | | 4.21 | % |
| | | | | | | | | | |
Plus CBL's Share Of Unconsolidated Affiliates' Debt: | | | | | | | | | |
Triangle Town Center | Raleigh, NC | | Dec-18 |
| 4.00% | 13,900 |
| (5) | 13,900 |
| | — |
|
Ambassador Town Center Infrastructure Improvements | Lafayette, LA | | Aug-20 |
| 3.74% | 10,605 |
| (6) | 10,605 |
| | — |
|
The Shoppes at Eagle Point | Cookeville, TN | | Oct-20 | Oct-22 | 5.26% | 33,826 |
| | — |
| | 33,826 |
|
Hammock Landing - Phase I | West Melbourne, FL | | Feb-21 | Feb-23 | 4.60% | 20,294 |
| | — |
| | 20,294 |
|
Hammock Landing - Phase II | West Melbourne, FL | | Feb-21 | Feb-23 | 4.60% | 8,004 |
| | — |
| | 8,004 |
|
The Pavilion at Port Orange | Port Orange, FL | | Feb-21 | Feb-23 | 4.60% | 28,043 |
| | — |
| | 28,043 |
|
York Town Center | York, PA | | Feb-22 |
| 4.90% | 15,886 |
| | 15,886 |
| | — |
|
York Town Center - Pier 1 | York, PA | | Feb-22 | | 5.10% | 623 |
| | — |
| | 623 |
|
EastGate Mall - Self-Storage Development | Cincinnati, OH | | Dec-22 | | 5.10% | 5,222 |
| | — |
| | 5,222 |
|
West County Center | St. Louis, MO | | Dec-22 |
| 3.40% | 89,390 |
| | 89,390 |
| | — |
|
Friendly Shopping Center | Greensboro, NC | | Apr-23 | | 3.48% | 47,356 |
| | 47,356 |
| | — |
|
The Shops at Friendly Center | Greensboro, NC | | Apr-23 | | 3.34% | 30,000 |
| | 30,000 |
| | — |
|
Ambassador Town Center | Lafayette, LA | | Jun-23 | | 3.22% | 29,161 |
| (7) | 29,161 |
| | — |
|
Coastal Grand | Myrtle Beach, SC | | Aug-24 | | 4.09% | 55,258 |
| | 55,258 |
| | — |
|
Coastal Grand Outparcel | Myrtle Beach, SC | | Aug-24 | | 4.09% | 2,666 |
| | 2,666 |
| | — |
|
Oak Park Mall | Overland Park, KS | | Oct-25 | | 3.97% | 135,141 |
| | 135,141 |
| | — |
|
Fremaux Town Center - Phase I | Slidell, LA | | Jun-26 | | 3.70% | 44,490 |
| | 44,490 |
| | — |
|
CoolSprings Galleria | Nashville, TN | | May-28 | | 4.84% | 76,820 |
| | 76,820 |
| | — |
|
| SUBTOTAL | | | | | 646,685 |
| (4) | 550,673 |
| | 96,012 |
|
| | | | | | | | | | |
Plus CBL's Share Of Unconsolidated Affiliates' Construction Loans: | | | | | | |
Mid Rivers Mall - Self-Storage Development | St. Peters, MO | | Apr-23 | | 5.10% | 3,892 |
| | — |
| | 3,892 |
|
| | | | | | | | | | |
CBL's Share Of Unconsolidated Affiliates' Debt: | | | | | 650,577 |
| | 550,673 |
| | 99,904 |
|
| | | | | | | | | | |
|
| | | | | | | | | | | | | | | | |
Property | Location | Non- controlling Interest % | Original Maturity Date | Optional Extended Maturity Date | Interest Rate | Balance | | Balance |
| Fixed | | Variable |
Less Noncontrolling Interests' Share Of Consolidated Debt: | | | | | | | | | |
The Terrace | Chattanooga, TN | 8% | Jun-20 | | 7.25% | (987 | ) | | (987 | ) | | — |
|
Hamilton Crossing & Expansion | Chattanooga, TN | 8% | Apr-21 | | 5.99% | (706 | ) | | (706 | ) | | — |
|
CBL Center | Chattanooga, TN | 8% | Jun-22 | | 5.00% | (1,422 | ) | | (1,422 | ) | | — |
|
The Outlet Shoppes at Atlanta | Woodstock, GA | 25% | Nov-23 | | 4.90% | (18,308 | ) | | (18,308 | ) | | — |
|
The Outlet Shoppes of the Bluegrass | Simpsonville, KY | 35% | Dec-24 | | 4.05% | (25,109 | ) | | (25,109 | ) | | — |
|
The Outlet Shoppes at Gettysburg | Gettysburg, PA | 50% | Oct-25 | | 4.80% | (18,881 | ) | | (18,881 | ) | | — |
|
Hamilton Place | Chattanooga, TN | 10% | Jun-26 | | 4.36% | (10,243 | ) | | (10,243 | ) | | — |
|
The Outlet Shoppes at El Paso | El Paso, TX | 25% | Oct-28 | | 5.10% | (18,705 | ) | | (18,705 | ) | | — |
|
| | | | | | (94,361 | ) | | (94,361 | ) | | — |
|
| | | | | | | | | | |
Company's Share Of Consolidated And Unconsolidated Debt | | | | | $ | 4,659,075 |
| (4) | $ | 3,603,420 |
| | $ | 1,055,655 |
|
Weighted-average interest rate | | | | | | 4.96 | % | | 5.16 | % | | 4.28 | % |
| | | | | | | | | | |
Total Debt of Unconsolidated Affiliates: | | | | | | | | | | |
Triangle Town Center | Raleigh, NC | | Dec-18 |
| 4.00% | $ | 139,000 |
| (5) | $ | 139,000 |
| | $ | — |
|
Ambassador Town Center Infrastructure Improvements | Lafayette, LA | | Aug-20 | | 3.74% | 10,605 |
| (6) | 10,605 |
| | — |
|
The Shoppes at Eagle Point | Cookeville, TN | | Oct-20 | Oct-22 | 5.26% | 33,826 |
| | — |
| | 33,826 |
|
Hammock Landing - Phase I | West Melbourne, FL | | Feb-21 | Feb-23 | 4.60% | 40,587 |
| | — |
| | 40,587 |
|
Hammock Landing - Phase II | West Melbourne, FL | | Feb-21 | Feb-23 | 4.60% | 16,007 |
| | — |
| | 16,007 |
|
The Pavilion at Port Orange | Port Orange, FL | | Feb-21 | Feb-23 | 4.60% | 56,087 |
| | — |
| | 56,087 |
|
York Town Center | York, PA | | Feb-22 | | 4.90% | 31,772 |
| | 31,772 |
| | — |
|
York Town Center - Pier 1 | York, PA | | Feb-22 | | 5.10% | 1,247 |
| | — |
| | 1,247 |
|
Eastgate Mall - Self-Storage Development | Cincinnati, OH | | Dec-22 | | 5.10% | 5,222 |
| | — |
| | 5,222 |
|
West County Center | St. Louis, MO | | Dec-22 | | 3.40% | 178,779 |
| | 178,779 |
| | — |
|
Friendly Shopping Center | Greensboro, NC | | Apr-23 | | 3.48% | 94,712 |
| | 94,712 |
| | — |
|
The Shops at Friendly Center | Greensboro, NC | | Apr-23 | | 3.34% | 60,000 |
| | 60,000 |
| | — |
|
Ambassador Town Center | Lafayette, LA | | Jun-23 | | 3.22% | 44,863 |
| (7) | 44,863 |
| | — |
|
Coastal Grand | Myrtle Beach, SC | | Aug-24 | | 4.09% | 110,516 |
| | 110,516 |
| | — |
|
Coastal Grand Outparcel | Myrtle Beach, SC | | Aug-24 | | 4.09% | 5,333 |
| | 5,333 |
| | — |
|
Oak Park Mall | Overland Park, KS | | Oct-25 | | 3.97% | 270,281 |
| | 270,281 |
| | — |
|
Fremaux Town Center - Phase I | Slidell, LA | | Jun-26 | | 3.70% | 68,446 |
| | 68,446 |
| | — |
|
CoolSprings Galleria | Nashville, TN | | May-28 | | 4.84% | 153,641 |
| | 153,641 |
| | — |
|
| SUBTOTAL | | | | | 1,320,924 |
| | 1,167,948 |
| | 152,976 |
|
| | | | | | | | | | |
Total Construction Loans of Unconsolidated Affiliates: | | | | | | | | |
Mid Rivers Mall - Self-Storage Development | St. Peters, MO | | Apr-23 | | 5.10% | 3,892 |
| | — |
| | 3,892 |
|
| | | | | | | | | | |
| | | | | | $ | 1,324,816 |
| | $ | 1,167,948 |
| | $ | 156,868 |
|
Weighted-average interest rate | | | | | | 4.02 | % | | 3.92 | % | | 4.77 | % |
|
| |
(1) | The non-recourse loan matured in 2017 and was in default and receivership. The lender received title to the mall in January 2019. |
(2) | The non-recourse loan was in default as the maturity date was accelerated due to a change in redevelopment plans. The Company and the lender executed a forbearance agreement in August 2018. The mall securing the loan was classified as held for sale as of December 31, 2018. The mall was sold in January 2019 and the lender received the sale proceeds in satisfaction of the loan. |
(3) | Subsequent to December 31, 2018, our unsecured credit facilities and term loans were replaced with a new secured credit facility. |
(4) | See page 15 for unamortized deferred financing costs. |
(5) | The non-recourse loan matured in the fourth quarter of 2018 and is in default. |
(6) | The joint venture has an interest rate swap on a notional amount of $10,605, 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. |
(7) | The joint venture has an interest rate swap on a notional amount of $44,863, 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. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018
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 |
2017 | | $ | 119,760 |
| (1) | $ | — |
| | $ | — |
| | $ | 119,760 |
| | 2.57 | % | | 5.67 | % |
2018 | | 43,716 |
| (1) | 13,900 |
| (1) | — |
| | 57,616 |
| | 1.24 | % | | 4.00 | % |
2019 | | 447,380 |
| | — |
| | — |
| | 447,380 |
| | 9.60 | % | | 4.78 | % |
2020 | | 429,059 |
| | 10,605 |
| | (987 | ) | | 438,677 |
| | 9.42 | % | | 5.08 | % |
2021 | | 821,025 |
| | — |
| | (706 | ) | | 820,319 |
| | 17.60 | % | | 5.10 | % |
2022 | | 517,922 |
| | 144,947 |
| | (1,422 | ) | | 661,447 |
| | 14.20 | % | | 4.65 | % |
2023 | | 523,233 |
| | 166,750 |
| | (18,308 | ) | | 671,675 |
| | 14.42 | % | | 4.87 | % |
2024 | | 371,739 |
| | 57,924 |
| | (25,109 | ) | | 404,554 |
| | 8.68 | % | | 4.46 | % |
2025 | | 37,762 |
| | 135,141 |
| | (18,881 | ) | | 154,022 |
| | 3.31 | % | | 4.07 | % |
2026 | | 727,429 |
| | 44,490 |
| | (10,243 | ) | | 761,676 |
| | 16.35 | % | | 5.62 | % |
2028 | | 74,823 |
| | 76,820 |
| | (18,705 | ) | | 132,938 |
| | 2.85 | % | | 4.95 | % |
Face Amount of Debt | | 4,113,848 |
| | 650,577 |
| | (94,361 | ) | | 4,670,064 |
| | 100.24 | % | | 4.96 | % |
Discounts | | (10,989 | ) | | — |
| | — |
| | (10,989 | ) | | (0.24 | )% | | |
Total | | $ | 4,102,859 |
| | $ | 650,577 |
| | $ | (94,361 | ) | | $ | 4,659,075 |
| | 100.00 | % | | 4.96 | % |
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 |
2017 | | $ | 119,760 |
| (1) | $ | — |
| | $ | — |
| | $ | 119,760 |
| | 2.57 | % | | 5.67 | % |
2018 | | 43,716 |
| (1) | 13,900 |
| (1) | — |
| | 57,616 |
| | 1.24 | % | | 4.00 | % |
2019 | | 621,927 |
| | — |
| | — |
| | 621,927 |
| | 13.35 | % | | 4.80 | % |
2020 | | 609,062 |
| | 44,431 |
| | (987 | ) | | 652,506 |
| | 14.01 | % | | 4.81 | % |
2021 | | 519,647 |
| | 56,341 |
| | (706 | ) | | 575,282 |
| | 12.34 | % | | 5.39 | % |
2022 | | 464,750 |
| | 111,121 |
| | (1,422 | ) | | 574,449 |
| | 12.33 | % | | 4.64 | % |
2023 | | 523,233 |
| | 110,409 |
| | (18,308 | ) | | 615,334 |
| | 13.21 | % | | 4.89 | % |
2024 | | 371,739 |
| | 57,924 |
| | (25,109 | ) | | 404,554 |
| | 8.68 | % | | 4.46 | % |
2025 | | 37,762 |
| | 135,141 |
| | (18,881 | ) | | 154,022 |
| | 3.31 | % | | 4.07 | % |
2026 | | 727,429 |
| | 44,490 |
| | (10,243 | ) | | 761,676 |
| | 16.35 | % | | 5.62 | % |
2028 | | 74,823 |
| | 76,820 |
| | (18,705 | ) | | 132,938 |
| | 2.85 | % | | 4.95 | % |
Face Amount of Debt | | 4,113,848 |
| | 650,577 |
| | (94,361 | ) | | 4,670,064 |
| | 100.24 | % | | 4.96 | % |
Discounts | | (10,989 | ) | | — |
| | — |
| | (10,989 | ) | | (0.24 | )% | | |
Total | | $ | 4,102,859 |
| | $ | 650,577 |
| | $ | (94,361 | ) | | $ | 4,659,075 |
| | 100.00 | % | | 4.96 | % |
| |
(1) | Represents a non-recourse loan that is in default. Both consolidated loans were extinguished in January 2019. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018
|
| | | | | |
Senior Unsecured Notes Compliance Ratios | | Required | | Actual |
Total debt to total assets | | <60% | | | 53% |
Secured debt to total assets | | <40% | (1) | | 24% |
Total unencumbered assets to unsecured debt | | >150% | | | 212% |
Consolidated income available for debt service to annual debt service charge | | >1.5x | | | 2.5x |
|
| | | | | |
Pro Forma - Senior Unsecured Notes Compliance Ratios (2) | | Required | | Actual |
Total debt to total assets | | < 60% | | | 53% |
Secured debt to total assets | | <40% | (1) | | 35% |
Total unencumbered assets to unsecured debt | | >150% | | | 198% |
Consolidated income available for debt service to annual debt service charge | | > 1.5x | | | 2.5x |
| |
(1) | Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020. |
| |
(2) | Represents covenants as of December 31, 2018 after giving effect to the $1.185 billion secured credit facility that closed in January 2019, the transfer of Acadiana Mall in January 2019, the sale of Cary Towne Center in January 2019 and the extinguishment of the debt that was secured by these two properties. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2018
Unencumbered Consolidated Portfolio Statistics
|
| | | | | | | | | | | | | | | | | | |
| | | Sales Per Square Foot for the Year Ended (1) (2) | | Occupancy (2) | | % of Consolidated Unencumbered NOI for the Year Ended 12/31/18 (3) |
| 12/31/18 | | 12/31/17 | | 12/31/18 | | 12/31/17 | |
Unencumbered consolidated properties: | | | | | | | | | | |
Tier 1 Malls | | $ | 407 |
| | $ | 394 |
| | 96.5 | % | | 95.1 | % | | 21.1 | % |
Tier 2 Malls | | 339 |
| | 347 |
| | 90.4 | % | | 91.2 | % | | 49.8 | % |
Tier 3 Malls | | 281 |
| | 293 |
| | 92.6 | % | | 91.5 | % | | 17.8 | % |
Total Malls | | 337 |
| | 342 |
| | 91.9 | % | | 91.9 | % | | 88.7 | % |
| | | | | | | | | | | |
Total Associated Centers | | N/A |
| | N/A |
| | 97.1 | % | | 97.3 | % | | 7.4 | % |
| | | | | | | | | | | |
Total Community Centers | | N/A |
| | N/A |
| | 98.1 | % | | 98.3 | % | | 2.8 | % |
| | | | | | | | | | | |
Total Office Buildings & Other | | N/A |
| | N/A |
| | 98.3 | % | | 94.2 | % | | 1.1 | % |
| | | | | | | | | | | |
Total Unencumbered Consolidated Portfolio | | $ | 337 |
| | $ | 342 |
| | 93.5 | % | | 93.4 | % | | 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 58.2% of total consolidated NOI of $565,516,906 (which excludes NOI related to dispositions) for the year ended December 31, 2018. |
Pro Forma - Unencumbered Consolidated Portfolio Statistics
The following table reflects unencumbered portfolio statistics after giving effect to the Company's new secured credit facility that closed in January 2019. |
| | | | | | | | | | | | | | | | | | | |
| | | Sales Per Square Foot for the Year Ended (1) (2) | | Occupancy (2) | | % of Consolidated Unencumbered NOI for the Year Ended 12/31/18 (3) | |
| 12/31/18 | | 12/31/17 | | 12/31/18 | | 12/31/17 | | |
Unencumbered consolidated properties: | | | | | | | | | | | |
Tier 1 Malls | | N/A |
| | N/A |
| | N/A |
| | N/A |
| | 6.6 | % | (4) |
Tier 2 Malls | | $ | 336 |
| | $ | 341 |
| | 88.4 | % | | 89.0 | % | | 43.6 | % | |
Tier 3 Malls | | 276 |
| | 286 |
| | 91.8 | % | | 90.4 | % | | 29.2 | % | |
Total Malls | | 311 |
| | 318 |
| | 90.0 | % | | 89.6 | % | | 79.4 | % | |
| | | | | | | | | | | | |
Total Associated Centers | | N/A |
| | N/A |
| | 97.4 | % | | 97.0 | % | | 13.3 | % | |
| | | | | | | | | | | | |
Total Community Centers | | N/A |
| | N/A |
| | 98.1 | % | | 98.3 | % | | 5.8 | % | |
| | | | | | | | | | | | |
Total Office Buildings & Other | | N/A |
| | N/A |
| | 97.5 | % | | 93.1 | % | | 1.5 | % | |
| | | | | | | | | | | | |
Total Unencumbered Consolidated Portfolio | | $ | 311 |
| | $ | 318 |
| | 93.3 | % | | 92.9 | % | | 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 28.4% of total consolidated NOI of $565,516,906 (which excludes NOI related to dispositions) for the year ended December 31, 2018. |
| |
(4) | NOI is derived from unencumbered portions of Tier One properties, including outparcels and anchors, that are otherwise secured by a loan. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2018
Mall Portfolio Statistics
|
| | | | | | | | | | | | | | | | | | | | | | |
TIER 1 Sales > $375 per square foot | | | | | | | | | | | | |
Property | | Location | | Total Center SF (1) | | Sales Per Square Foot for the Year Ended (2) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/18 (3) |
| | 12/31/18 |
| 12/31/17 |
| 12/31/18 |
| 12/31/17 | |
Coastal Grand | | Myrtle Beach, SC | | 1,036,848 |
| | | | | | | | | | |
CoolSprings Galleria | | Nashville, TN | | 1,165,821 |
| | | | | | | | | | |
Cross Creek Mall | | Fayetteville, NC | | 983,695 |
| | | | | | | | | | |
Fayette Mall | | Lexington, KY | | 1,158,185 |
| | | | | | | | | | |
Friendly Center and The Shops at Friendly | | Greensboro, NC | | 1,367,451 |
| | | | | | | | | | |
Hamilton Place | | Chattanooga, TN | | 1,160,815 |
| | | | | | | | | | |
Hanes Mall | | Winston-Salem, NC | | 1,435,259 |
| | | | | | | | | | |
Jefferson Mall | | Louisville, KY | | 783,639 |
| | | | | | | | | | |
Mall del Norte | | Laredo, TX | | 1,199,361 |
| | | | | | | | | | |
Northwoods Mall | | North Charleston, SC | | 748,159 |
| | | | | | | | | | |
Oak Park Mall | | Overland Park, KS | | 1,518,197 |
| | | | | | | | | | |
The Outlet Shoppes at Atlanta | | Woodstock, GA | | 404,906 |
| | | | | | | | | | |
The Outlet Shoppes at El Paso | | El Paso, TX | | 433,046 |
| | | | | | | | | | |
The Outlet Shoppes of the Bluegrass | | Simpsonville, KY | | 428,072 |
| | | | | | | | | | |
Richland Mall | | Waco, TX | | 693,450 |
| | | | | | | | | | |
Southpark Mall | | Colonial Heights, VA | | 672,941 |
| | | | | | | | | | |
Sunrise Mall | | Brownsville, TX | | 802,906 |
| | | | | | | | | | |
West County Center | | Des Peres, MO | | 1,196,796 |
| | | | | | | | | | |
Total Tier 1 Malls | | | | 17,189,547 |
| | $ | 458 |
| | $ | 439 |
| | 95.5 | % | | 95.4 | % | | 37.7 | % |
|
| | | | | | | | | | | | | | | |
TIER 2 Sales of $300 to $375 per square foot | | | | | | | | | | | | |
Property | | Location | | Total Center SF (1) | | Sales Per Square Foot for the Year Ended (2) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/18 (3) |
| | 12/31/18 | | 12/31/17 | | 12/31/18 | | 12/31/17 | |
Arbor Place | | Atlanta (Douglasville), GA | | 1,161,932 |
| | | | | | | | | | |
Asheville Mall | | Asheville, NC | | 973,344 |
| | | | | | | | | | |
Dakota Square Mall | | Minot, ND | | 764,671 |
| | | | | | | | | | |
East Towne Mall | | Madison, WI | | 801,248 |
| | | | | | | | | | |
EastGate Mall | | Cincinnati, OH | | 837,550 |
| | | | | | | | | | |
Frontier Mall | | Cheyenne, WY | | 519,271 |
| | | | | | | | | | |
Governor's Square | | Clarksville, TN | | 689,563 |
| | | | | | | | | | |
Greenbrier Mall | | Chesapeake, VA | | 897,037 |
| | | | | | | | | | |
Harford Mall | | Bel Air, MD | | 505,559 |
| | | | | | | | | | |
Imperial Valley Mall | | El Centro, CA | | 761,958 |
| | | | | | | | | | |
Kirkwood Mall | | Bismarck, ND | | 815,442 |
| | | | | | | | | | |
Laurel Park Place | | Livonia, MI | | 496,877 |
| | | | | | | | | | |
Layton Hills Mall | | Layton, UT | | 482,156 |
| | | | | | | | | | |
Mayfaire Town Center | | Wilmington, NC | | 657,339 |
| | | | | | | | | | |
Northgate Mall | | Chattanooga, TN | | 666,783 |
| | | | | | | | | | |
Northpark Mall | | Joplin, MO | | 892,426 |
| | | | | | | | | | |
Mall Portfolio Statistics (continued)
|
| | | | | | | | | | | | | | | | | | | | | | |
TIER 2 Sales of $300 to $375 per square foot | | | | | | | | | | | | |
Property | | Location | | Total Center SF (1) | | Sales Per Square Foot for the Year Ended (2) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/18 (3) |
| | 12/31/18 | | 12/31/17 | | 12/31/18 | | 12/31/17 | |
Old Hickory Mall | | Jackson, TN | | 538,934 |
| | | | | | | | | | |
The Outlet Shoppes at Laredo (4) | | Laredo, TX | | 358,122 |
| | | | | | | | | | |
Park Plaza | | Little Rock, AR | | 539,936 |
| | | | | | | | | | |
Parkdale Mall | | Beaumont, TX | | 1,087,380 |
| | | | | | | | | | |
Parkway Place | | Huntsville, AL | | 647,802 |
| | | | | | | | | | |
Pearland Town Center | | Pearland, TX | | 663,773 |
| | | | | | | | | | |
Post Oak Mall | | College Station, TX | | 788,105 |
| | | | | | | | | | |
South County Center | | St. Louis, MO | | 1,028,473 |
| | | | | | | | | | |
Southaven Towne Center | | Southaven, MS | | 607,550 |
| | | | | | | | | | |
St. Clair Square | | Fairview Heights, IL | | 1,068,998 |
| | | | | | | | | | |
Turtle Creek Mall | | Hattiesburg, MS | | 845,571 |
| | | | | | | | | | |
Valley View Mall | | Roanoke, VA | | 863,443 |
| | | | | | | | | | |
Volusia Mall | | Daytona Beach, FL | | 1,045,835 |
| | | | | | | | | | |
West Towne Mall | | Madison, WI | | 829,635 |
| | | | | | | | | | |
WestGate Mall | | Spartanburg, SC | | 950,777 |
| | | | | | | | | | |
Westmoreland Mall | | Greensburg, PA | | 973,421 |
| | | | | | | | | | |
York Galleria | | York, PA | | 748,868 |
| | | | | | | | | | |
Total Tier 2 Malls | | | | 25,509,779 |
| | $ | 344 |
| | $ | 349 |
| | 90.3 | % | | 91.1 | % | | 44.7 | % |
|
| | | | | | | | | | | | | | | | | | | | | | |
TIER 3 Sales < $300 per square foot | | | | | | | | | | | | |
Property | | Location | | Total Center SF (1) | | Sales Per Square Foot for the Year Ended (2) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/18 (3) |
| | 12/31/18 | | 12/31/17 | | 12/31/18 | | 12/31/17 | |
Alamance Crossing | | Burlington, NC | | 904,704 |
| | | | | | | | | | |
Brookfield Square | | Brookfield, WI | | 860,192 |
| | | | | | | | | | |
Burnsville Center | | Burnsville, MN | | 1,045,836 |
| | | | | | | | | | |
CherryVale Mall | | Rockford, IL | | 844,383 |
| | | | | | | | | | |
Eastland Mall | | Bloomington, IL | | 732,647 |
| | | | | | | | | | |
Honey Creek Mall | | Terre Haute, IN | | 679,578 |
| | | | | | | | | | |
Kentucky Oaks Mall | | Paducah, KY | | 719,419 |
| | | | | | | | | | |
Meridian Mall | | Lansing, MI | | 943,762 |
| | | | | | | | | | |
Mid Rivers Mall | | St. Peters, MO | | 1,034,302 |
| | | | | | | | | | |
Monroeville Mall | | Pittsburgh, PA | | 983,997 |
| | | | | | | | | | |
The Outlet Shoppes at Gettysburg | | Gettysburg, PA | | 249,937 |
| | | | | | | | | | |
Stroud Mall | | Stroudsburg, PA | | 414,565 |
| | | | | | | | | | |
Total Tier 3 Malls | | | | 9,413,322 |
| | $ | 276 |
| | $ | 290 |
| | 88.3 | % | | 87.7 | % | | 14.3 | % |
| | | | | | | | | | | | | | |
Total Mall Portfolio | | | | 52,112,648 |
| | $ | 377 |
| | $ | 375 |
| | 91.8 | % | | 92.0 | % | | 96.7 | % |
|
| | | | | | | | | | | | | | | | | |
Excluded Malls (5) | | | | | | | | | | | | |
Property | | Category | Location | | Total Center SF (1) | | Sales Per Square Foot for the Year Ended (2) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended 12/31/18 (3) |
| | 12/31/18 | | 12/31/17 | | 12/31/18 | | 12/31/17 | |
Lender Malls: | | | | | | | | | | | | | | | |
Acadiana Mall | | Lender | Lafayette, LA | | 991,339 |
| | | | | | | | | | |
Cary Towne Center | | Lender | Cary, NC | | 897,448 |
| | | | | | | | | | |
Triangle Town Center | | Lender | Raleigh, NC | | 1,255,263 |
| | | | | | | | | | |
| | | | | 3,144,050 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | |
Other Excluded Mall: | | | | | | | | | | | | | | | |
Hickory Point Mall | | Repositioning | Forsyth, IL | | 735,848 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | |
Total Excluded Malls | | | | | 3,879,898 |
| | N/A | | N/A | | N/A | | N/A | | 3.3 | % |
| |
(1) | Total Center Square Footage includes square footage of attached shops, immediately adjacent junior anchors and anchor locations and leased immediately adjacent 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 $587,257,857 for the year ended December 31, 2018. |
| |
(4) | The Outlet Shoppes at Laredo is a non-stabilized mall and is excluded from Sales Per Square Foot. |
| |
(5) | Excluded Malls represent malls that fall in the following categories, for which operational metrics are excluded: |
| |
• | Lender Malls - Malls for 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. |
| |
• | Repositioning Malls - Malls where we have determined that the current format of the property no longer represents the best use of the property and we are in the process of evaluating alternative strategies for the property, which may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the Property, we have determined that the property no longer meets our criteria for long-term investment. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2018
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
|
| | | | | | | | | | | | | | | | | | | | | |
Property Type | | Square Feet | | Prior Gross Rent PSF | | New Initial Gross Rent PSF | | % Change Initial | | New Average Gross Rent PSF (2) | | % Change Average |
Quarter: | | | | | | | | | | | | |
All Property Types (1) | | 621,086 |
| | $ | 35.53 |
| | $ | 31.87 |
| | (10.3 | )% | | $ | 32.47 |
| | (8.6 | )% |
Stabilized malls | | 603,806 |
| | 35.77 |
| | 31.93 |
| | (10.7 | )% | | 32.52 |
| | (9.1 | )% |
New leases | | 73,840 |
| | 46.38 |
| | 44.33 |
| | (4.4 | )% | | 47.60 |
| | 2.6 | % |
Renewal leases | | 529,966 |
| | 34.29 |
| | 30.20 |
| | (11.9 | )% | | 30.42 |
| | (11.3 | )% |
| | | | | | | | | | | | |
Year-to-Date: | | | | | | | | | | | | |
All Property Types (1) | | 2,269,270 |
| | $ | 39.87 |
| | $ | 35.19 |
| | (11.7 | )% | | $ | 35.72 |
| | (10.4 | )% |
Stabilized malls | | 2,174,298 |
| | 40.46 |
| | 35.57 |
| | (12.1 | )% | | 36.10 |
| | (10.8 | )% |
New leases | | 310,858 |
| | 45.28 |
| | 42.14 |
| | (6.9 | )% | | 44.52 |
| | (1.7 | )% |
Renewal leases | | 1,863,440 |
| | 39.65 |
| | 34.48 |
| | (13.0 | )% | | 34.70 |
| | (12.5 | )% |
|
| | | | | | | | | | | | | |
| | | | Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet: |
Total Leasing Activity: | | | |
| | | | | | | | |
| | Square Feet | | | | As of December 31, |
Quarter: | | | | | | 2018 |
| 2017 |
Operating portfolio: | | | | Same-center malls | | $ | 32.59 |
| | $ | 32.52 |
|
New leases | | 367,953 |
| | Stabilized malls | | 32.59 |
| | 32.56 |
|
Renewal leases | | 719,686 |
| | Non-stabilized malls (4) | | 25.02 |
| | 26.22 |
|
Development portfolio: | | | | Associated centers | | 13.82 |
| | 13.85 |
|
New leases | | 250,643 |
| | Community centers | | 16.72 |
| | 15.79 |
|
Total leased | | 1,338,282 |
| | Other | | 17.22 |
| | 19.11 |
|
| | | | | | | | |
Year-to-Date: | | | | | | | | |
Operating portfolio: | | | | | | | | |
New leases | | 1,131,057 |
| | | | | | |
Renewal leases | | 2,627,560 |
| | | | | | |
Development portfolio: | | | | | | | | |
New leases | | 441,594 |
| | | | | | |
Total leased | | 4,200,211 |
| | | | | | |
| | | | | | | | |
| |
(1) | Includes stabilized malls, associated centers, community centers and other. |
| |
(2) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. |
| |
(3) | Average annual base rents per square foot are based on contractual rents in effect as of December 31, 2018, including the impact of any rent concessions. Average base rents for associated centers and community centers include all leased space, regardless of size. |
| |
(4) | Includes The Outlet Shoppes of Laredo as of December 31, 2018 and The Outlet Shoppes of the Bluegrass and The Outlet Shoppes of Laredo as of December 31, 2017. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2018
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Year Ended December 31, 2018 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 2018: | | | | | | | | | | | | | | | | | | | | |
New | | 134 | | 331,512 |
| | 7.11 | | $ | 40.29 |
| | $ | 42.38 |
| | $ | 41.70 |
| | $ | (1.41 | ) | | (3.4)% | | $ | 0.68 |
| | 1.6% |
Renewal | | 524 | | 1,579,158 |
| | 2.84 | | 34.21 |
| | 34.63 |
| | 40.45 |
| | (6.24 | ) | | (15.4)% | | (5.82 | ) | | (14.4)% |
Commencement 2018 Total | | 658 | | 1,910,670 |
| | 3.71 | | 35.27 |
| | 35.97 |
| | 40.67 |
| | (5.40 | ) | | (13.3)% | | (4.70 | ) | | (11.6)% |
| | | | | | | �� | | | | | | | | | | | | | |
Commencement 2019: | | | | | | | | | | | | | | | | | | | | |
New | | 28 | | 73,396 |
| | 7.88 | | 39.74 |
| | 42.03 |
| | 42.03 |
| | (2.29 | ) | | (5.4)% | | — |
| | —% |
Renewal | | 210 | | 772,318 |
| | 2.84 | | 28.48 |
| | 28.68 |
| | 32.49 |
| | (4.01 | ) | | (12.3)% | | (3.81 | ) | | (11.7)% |
Commencement 2019 Total | | 238 | | 845,714 |
| | 3.43 | | 29.45 |
| | 29.83 |
| | 33.32 |
| | (3.87 | ) | | (11.6)% | | (3.49 | ) | | (10.5)% |
| | | | | | | | | | | | | | | | | | | | |
Total 2018/2019 | | 896 | | 2,756,384 |
| | 3.63 | | $ | 33.48 |
| | $ | 34.09 |
| | $ | 38.41 |
| | $ | (4.93 | ) | | (12.8)% | | $ | (4.32 | ) | | (11.2)% |
| | | | | | | | | | | | | | | | | | | | |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018
Top 25 Tenants Based On Percentage Of Total Annual Revenues
|
| | | | | | | | | | | | | |
| Tenant | | Number of Stores | | Square Feet | | Percentage of Total Revenues (1) |
1 | L Brands, Inc. (2) | | 137 |
| | | 812,407 |
| | | 4.20 | % | |
2 | Signet Jewelers Limited (3) | | 172 |
| | | 254,859 |
| | | 2.85 | % | |
3 | Foot Locker, Inc. | | 114 |
| | | 530,463 |
| | | 2.65 | % | |
4 | Ascena Retail Group, Inc. (4) | | 164 |
| | | 840,079 |
| | | 2.09 | % | |
5 | AE Outfitters Retail Company | | 64 |
| | | 402,917 |
| | | 1.98 | % | |
6 | Genesco Inc. (5) | | 165 |
| | | 271,118 |
| | | 1.82 | % | |
7 | Dick's Sporting Goods, Inc. | | 26 |
| | | 1,467,844 |
| | | 1.74 | % | |
8 | The Gap, Inc. | | 55 |
| | | 655,708 |
| | | 1.42 | % | |
9 | H&M | | 43 |
| | | 916,688 |
| | | 1.36 | % | |
10 | Luxottica Group, S.P.A. (6) | | 110 |
| | | 245,338 |
| | | 1.33 | % | |
11 | Express Fashions | | 40 |
| | | 331,347 |
| | | 1.23 | % | |
12 | Finish Line, Inc. | | 47 |
| | | 245,046 |
| | | 1.17 | % | |
13 | Forever 21 Retail, Inc. | | 20 |
| | | 410,070 |
| | | 1.16 | % | |
14 | The Buckle, Inc. | | 45 |
| | | 233,639 |
| | | 1.11 | % | |
15 | JC Penney Company, Inc. (7) | | 49 |
| | | 5,881,853 |
| | | 1.02 | % | |
16 | Charlotte Russe Holding, Inc. | | 44 |
| | | 280,834 |
| | | 0.97 | % | |
17 | Abercrombie & Fitch, Co. | | 45 |
| | | 299,937 |
| | | 0.93 | % | |
18 | Shoe Show, Inc. | | 42 |
| | | 532,919 |
| | | 0.92 | % | |
19 | Cinemark | | 9 |
| | | 467,190 |
| | | 0.84 | % | |
20 | Barnes & Noble Inc. | | 19 |
| | | 579,660 |
| | | 0.84 | % | |
21 | Hot Topic, Inc. | | 97 |
| | | 222,301 |
| | | 0.80 | % | |
22 | The Children's Place Retail Stores, Inc. | | 47 |
| | | 205,959 |
| | | 0.77 | % | |
23 | Claire's Stores, Inc. | | 84 |
| | | 106,510 |
| | | 0.72 | % | |
24 | Ulta | | 28 |
| | | 288,394 |
| | | 0.67 | % | |
25 | GNC Holdings, Inc. | | 65 |
| | | 91,519 |
| | | 0.62 | % | |
| | | 1,731 |
| | | 16,574,599 |
| | | 35.21 | % | |
| | | | | | | | | | |
(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 Belden Jewelers, Gordon's Jewelers, Jared Jewelers, JB Robinson, Kay Jewelers, LeRoy's Jewelers, Marks & Morgan, Osterman's Jewelers, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Silver & Gold Connection, Ultra Diamonds and Zales. |
(4) | Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Dressbarn, Justice, Lane Bryant, LOFT, Lou & Grey and Maurices. |
(5) | Genesco Inc. operates Clubhouse, Hat Shack, Hat Zone, Johnston & Murphy, Journey's, Journey's Kidz, Lids, Lids Locker Room, Shi by Journey's and Underground by Journeys. |
(6) | Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. |
(7) | JC Penney Co., Inc. owns 29 of these stores. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months and Year Ended December 31, 2018
Capital Expenditures
(In thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2018 |
| 2017 | | 2018 | | 2017 |
Tenant allowances (1) | $ | 5,163 |
| | $ | 5,899 |
| | $ | 40,362 |
| | $ | 35,673 |
|
| | | | | | | |
Renovations (2) | 400 |
| | 3,825 |
| | 963 |
| | 13,080 |
|
| | | | | | | |
Deferred maintenance: (3) | | | | | | | |
Parking lot and parking lot lighting | 609 |
| | 4,736 |
| | 1,480 |
| | 13,057 |
|
Roof repairs and replacements | 647 |
| | 4,229 |
| | 4,341 |
| | 8,836 |
|
Other capital expenditures | 7,722 |
| | 6,764 |
| | 22,757 |
| | 22,597 |
|
Total deferred maintenance expenditures | 8,978 |
| | 15,729 |
| | 28,578 |
| | 44,490 |
|
| | | | | | | |
Total capital expenditures | $ | 14,541 |
| | $ | 25,453 |
| | $ | 69,903 |
| | $ | 93,243 |
|
| |
(1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. |
| |
(2) | Renovation capital expenditures for remodelings and upgrades to enhance our competitive position in the market area. A portion of these expenditures covering items such as new floor coverings, painting, lighting and new seating areas are also recovered through tenant billings. The costs of other items such as new entrances, new ceilings and skylights are not recovered from tenants. We estimate that 30% of our renovation expenditures are recoverable from our tenants over a ten to fifteen year period. |
| |
(3) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. |
Deferred Leasing Costs Capitalized
(In thousands)
|
| | | | | | | |
| 2018 | | 2017 |
Quarter ended: | | | |
March 31, | $ | 1,810 |
| | $ | 492 |
|
June 30, | 636 |
| | 794 |
|
September 30, | 689 |
| | 544 |
|
December 31, | 983 |
| | 565 |
|
| $ | 4,118 |
| | $ | 2,395 |
|
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018
Properties Opened During the Year Ended December 31, 2018
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | CBL's Share of | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Total Cost (1) | | Cost to Date (2) | | 2018 Cost | | Opening Date | | Initial Unleveraged Yield |
Mall Expansion: | | | | | | | | | | | | | | | | |
Parkdale Mall - Restaurant Addition | | Beaumont, TX | | 100% | | 4,700 |
| | $ | 1,315 |
| | $ | 1,409 |
| | $ | 282 |
| | Feb-18/Mar-18 |
| 10.4% |
| | | | | | | | | | | | | | | | |
Other - Outparcel Development: | | | | | | | | | | | | | | | | |
EastGate Mall - CubeSmart Self-storage (3) (4) | | Cincinnati, OH | | 50% | | 93,501 |
| | 4,514 |
| | 3,747 |
| | 2,893 |
| | Sep-18 | | 9.9% |
Laurel Park Place - Panera Bread (3) | | Livonia, MI | | 100% | | 4,500 |
| | 1,772 |
| | 1,592 |
| | 351 |
| | May-18 | | 9.7% |
| | | | | | 98,001 |
| | 6,286 |
| | 5,339 |
| | 3,244 |
| | | | |
| | | | | | | | | | | | | | | | |
Other Development: | | | | | | | | | | | | | | | | |
The Shoppes at Eagle Point (5) | | Cookeville, TN | | 50% | | 235,820 |
| | 47,721 |
| | 46,971 |
| | 26,637 |
| | Nov-18 | | 8.1% |
| | | | | | | | | | | | | | | | |
Total Properties Opened | | | | | | 338,521 |
| | $ | 55,322 |
| | $ | 53,719 |
| | $ | 30,163 |
| | | | |
| |
(1) | Total Cost is presented net of reimbursements to be received. |
| |
(2) | Cost to Date does not reflect reimbursements until they are received. |
| |
(3) | Outparcel development adjacent to the mall. |
| |
(4) | Yield is based on the expected yield of the stabilized project. |
| |
(5) | The Company funded 100% of the required equity contribution. The remainder of the project was funded through a construction loan with a total borrowing capacity of $36,400. |
Redevelopment Completed During the Year Ended December 31, 2018
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | CBL's Share of | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Total Cost (1) | | Cost to Date (2) | | 2018 Cost | | Opening Date | | Initial Unleveraged Yield |
Mall Redevelopments: | | | | | | | | | | | | | | | | |
Eastland Mall - JCP Redevelopment (H&M/Outback/Planet Fitness) | | Bloomington, IL | | 100% | | 52,827 |
| | $ | 10,999 |
| | $ | 8,478 |
| | $ | 7,986 |
| | Dec-18 | | 6.3% |
East Towne Mall - Flix Brewhouse | | Madison, WI | | 100% | | 40,795 |
|
| 9,966 |
| | 9,818 |
| | 3,945 |
| | Jul-18 | | 8.4% |
Frontier Mall - Sports Authority Redevelopment (Planet Fitness) | | Cheyenne, WY | | 100% | | 24,750 |
| | 1,385 |
| | 901 |
| | 679 |
| | Feb-18 | | 29.8% |
Jefferson Mall - Macy's Redevelopment (Round1) | | Louisville, KY | | 100% | | 50,070 |
| | 9,392 |
| | 5,475 |
| | 4,397 |
| | Nov-18 | | 6.9% |
York Galleria - Partial JC Penney Redevelopment (Marshalls) | | York, PA | | 100% | | 21,026 |
| | 2,870 |
| | 2,409 |
| | 1,932 |
| | Apr-18 | | 11.0% |
Total Redevelopment Completed | | | | | | 189,468 |
| | $ | 34,612 |
| | $ | 27,081 |
| | $ | 18,939 |
| | | | |
| |
(1) | Total Cost is presented net of reimbursements to be received. |
| |
(2) | Cost to Date does not reflect reimbursements until they are received. |
Properties Under Development at December 31, 2018
(Dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | CBL's Share of | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | Total Cost (1) | | Cost to Date (2) | | 2018 Cost | | Expected Opening Date | | Initial Unleveraged Yield |
Other Development: | | | | | | | | | | | | | | | | |
Mid Rivers Mall - CubeSmart Self-storage (3) (4) | | St. Peters, MO | | 50% | | 93,540 |
| | $ | 4,122 |
| | $ | 2,673 |
| | $ | 2,673 |
| | Winter-19 | | 9.0% |
| | | | | | | | | | | | | | | | |
Mall Redevelopments: | | | | | | | | | | | | | | | | |
Brookfield Square - Sears Redevelopment (Whirlyball/Marcus Theaters) (5) | | Brookfield, WI | | 100% | | 126,710 |
| | 26,627 |
| | 11,566 |
| | 10,980 |
| | Fall-19 | | 10.7% |
East Towne Mall - Portillo's | | Madison, WI | | 100% | | 9,000 |
| | 2,956 |
| | 2,416 |
| | 1,894 |
| | Spring-19 | | 8.0% |
Friendly Center - O2 Fitness | | Greensboro, NC | | 50% | | 27,048 |
| | 2,285 |
| | 1,405 |
| | 1,290 |
| | Spring-19 | | 10.3% |
Hanes Mall - Dave & Buster's | | Winston-Salem, NC | | 100% | | 44,922 |
| | 5,932 |
| | 2,127 |
| | 1,930 |
| | Spring-19 | | 11.0% |
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express) | | Chattanooga, TN | | 100% | | 10,000 |
| | 1,797 |
| | 513 |
| | 332 |
| | Winter-19 | | 7.6% |
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) (5) | | Beaumont, TX | | 100% | | 86,136 |
| | 20,899 |
| | 6,479 |
| | 5,958 |
| | Summer-19 | | 6.4% |
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner) | | Daytona Beach, FL | | 100% | | 23,341 |
| | 9,635 |
| | 5,414 |
| | 4,287 |
| | Spring-19 | | 8.0% |
| | | | | | 327,157 |
| | 70,131 |
| | 29,920 |
| | 26,671 |
| | | | |
| | | | | | | | | | | | | | | | |
Total Properties Under Development | | | | | | 420,697 |
| | $ | 74,253 |
| | $ | 32,593 |
| | $ | 29,344 |
| | | | |
| |
(1) | Total Cost is presented net of reimbursements to be received. |
| |
(2) | Cost to Date does not reflect reimbursements until they are received. |
| |
(3) | Yield is based on the expected yield of the stabilized project. |
| |
(4) | Outparcel development adjacent to the mall. |
| |
(5) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield) and Macy's (Parkdale) buildings in 2017. |
|
| | | | | | | | | | | | |
Shadow Pipeline of Properties Under Development at December 31, 2018 | | |
(Dollars in thousands) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Property | | Location | | CBL Ownership Interest | | Total Project Square Feet | | CBL's Share of Estimated Total Cost (1) | | Expected Opening Date | | Initial Unleveraged Yield |
Other - Outparcel Development: | | | | | | | | | | | | |
Parkdale Mall - Self-storage (2) | | Beaumont, TX | | 50% | | 68,000 - 70,000 | | $4,000 - $5,000 | | Winter-19 | | 10% - 11% |
| |
(1) | Total Cost is presented net of reimbursements to be received. |
| |
(2) | Yield is based on expected yield once project stabilizes. |
CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of December 31, 2018
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans
|
| | | | | |
TIER 1 Sales ≥ $375 per square foot | | |
Property | Location | | Sears Status as of December 31, 2018 (1) | Sears Redevelopment Plans | Bon-Ton Redevelopment Plans |
Coastal Grand | Myrtle Beach, SC | | Open (O) | Owned by Sears | |
CoolSprings Galleria | Nashville, TN | | | Redeveloped in 2015 | |
Cross Creek Mall | Fayetteville, NC | | Expected to Close | Executed leases for new Entertainment/Restaurants. Construction expected to start in 2019. | |
Fayette Mall | Lexington, KY | | | Redeveloped in 2016 | |
Friendly Center and The Shops at Friendly | Greensboro, NC | | Open (O) | Owned by Sears. Whole Foods sub-leases 1/3 of the box. | |
Hamilton Place | Chattanooga, TN | | Closed 1/19 - CBL Terminated Lease to start redevelopment | Cheesecake Factory Open. Executed leases for restaurant, hotel, Dick's Sporting Goods and Dave & Busters. Construction expected to start in 2019. | |
Hanes Mall | Winston-Salem, NC | | Closed 1/19 | Owned by Third Party. Novant Health, Inc. purchased Sears and Sears TBA for future medical office. | |
Jefferson Mall | Louisville, KY | | Closed 1/19 | Purchased in Jan 2017 sale-leaseback for future redevelopment. Under negotiation/LOIs with tenants. | |
Mall del Norte | Laredo, TX | | Open (O) | Owned by Sears | |
Northwoods Mall | North Charleston, SC | | Redeveloped (O) | Owned by Seritage. Redeveloped with Burlington. | |
Oak Park Mall | Overland Park, KS | | | | |
The Outlet Shoppes at Atlanta | Woodstock, GA | | | | |
The Outlet Shoppes at El Paso | El Paso, TX | | | | |
The Outlet Shoppes of the Bluegrass | Simpsonville, KY | | | | |
Richland Mall | Waco, TX | | Expected to Close (O) | Location sold in 2018 to third party user. | |
Southpark Mall | Colonial Heights, VA | | Closed | Under negotiation/LOIs with tenants. | |
Sunrise Mall | Brownsville, TX | | Open (O) | Owned by Sears | |
West County Center | Des Peres, MO | | | | |
|
| | | | | |
TIER 2 Sales ≥ $300 to < $375 per square foot | | | |
Property | Location | | Sears Status as of December 31, 2018 (1) | Sears Redevelopment Plans | Bon-Ton Redevelopment Plans |
Arbor Place | Atlanta (Douglasville), GA | | Open (O) | Owned by Sears. | |
Asheville Mall | Asheville, NC | | Closed (O) | Owned by Seritage. Under negotiation/LOI with non-retail users. | |
Dakota Square Mall | Minot, ND | | Closed | Under negotiation/LOIs with tenants. | Lease executed with value retailer. |
East Towne Mall | Madison, WI | | Open (O) | Owned by Sears. Under negotiation/LOI with non-retail/entertainment uses. | Owned by Third Party |
EastGate Mall | Cincinnati, OH | | Open | Purchased in January 2017 sale-leaseback for future redevelopment. Under negotiation/LOIs with tenants. | |
Frontier Mall | Cheyenne, WY | | Closed (O) | Owned by 3rd Party. | |
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans (continued)
|
| | | | | |
TIER 2 Sales ≥ $300 to < $375 per square foot | | | |
Property | Location | | Sears Status as of December 31, 2018 (1) | Sears Redevelopment Plans | Bon-Ton Redevelopment Plans |
Governor's Square | Clarksville, TN | | Expected to Close | 50/50 Joint Venture Property. Under negotiation/LOIs with tenants. | |
Greenbrier Mall | Chesapeake, VA | | Closed (O) | Owned by Seritage | |
Harford Mall | Bel Air, MD | | Open | Potential sporting goods/ entertainment/restaurants | |
Imperial Valley Mall | El Centro, CA | | Expected to Close (O) | Owned by Seritage. Lease executed with box user. | |
Kirkwood Mall | Bismarck, ND | | | | Under negotiation/LOIs with tenants. |
Laurel Park Place | Livonia, MI | | | | Under negotiation/LOIs with tenants. |
Layton Hills Mall | Layton, UT | | | | |
Mayfaire Town Center | Wilmington, NC | | | | |
Northgate Mall | Chattanooga, TN | | Expected to Close (O) | Owned by Sears | |
Northpark Mall | Joplin, MO | | Open (O) | Building owned by Sears | |
Old Hickory Mall | Jackson, TN | | Expected to Close | Potential box user | |
The Outlet Shoppes at Laredo | Laredo, TX | | | | |
Park Plaza | Little Rock, AR | | | | |
Parkdale Mall | Beaumont, TX | | Open (O) | Owned by Sears | |
Parkway Place | Huntsville, AL | | | | |
Pearland Town Center | Pearland, TX | | | | |
Post Oak Mall | College Station, TX | | Closed (O) | Owned by Sears. Under negotiation with retail use. | |
South County Center | St. Louis, MO | | Closed | Executed lease with entertainment user. | |
Southaven Towne Center | Southaven, MS | | | | |
St. Clair Square | Fairview Heights, IL | | Expected to close (O) | Building Owned by Sears. Under Negotiation with Entertainment User | |
Turtle Creek Mall | Hattiesburg, MS | | Closed (O) | Owned by Sears | |
Valley View Mall | Roanoke, VA | | Open (O) | Owned by Sears. Sporting Goods/Entertainment interest. | |
Volusia Mall | Daytona Beach, FL | | Expected to Close (O) | Owned by Sears. Sporting Goods/Entertainment interest. | |
West Towne Mall | Madison, WI | | Redeveloped (O) | Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. | Owned by Third Party. LOI with retailer. |
WestGate Mall | Spartanburg, SC | | Closed (O) | Owned by Sears | |
Westmoreland Mall | Greensburg, PA | | Expected to Close (O) | Building owned by Sears. LOI with tenant. | Executed lease with casino. Est. 2019 open. |
York Galleria | York, PA | | Closed | Lease out for signature with tenant. | Owned by Third Party |
|
| | | | | |
TIER 3 Sales < $300 per square foot | | | |
Property | Location | | Sears Status as of December 31, 2018 (1) | Sears Redevelopment Plans | Bon-Ton Redevelopment Plans |
Alamance Crossing | Burlington, NC | | | | |
Brookfield Square | Brookfield, WI | | Under Construction | Purchased in Jan 2017 sale-leaseback for future redevelopment. Under construction to add Marcus, Whirlyball, restaurants, Conference Center and hotel. | Owned by Third Party. Under negotiation with new use. |
Burnsville Center | Burnsville, MN | | Closed (O) | Owned by Seritage. LOI with non-retail use. | |
CherryVale Mall | Rockford, IL | | Expected to Close | Lease with entertainment use OFS. | Choice Home Center - Opened Q4 '18. |
Eastland Mall | Bloomington, IL | | Closed | Under negotiation/LOIs with tenants. | Under negotiation/LOIs with tenants. |
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans (continued)
|
| | | | | |
TIER 3 Sales < $300 per square foot | | | |
Property | Location | | Sears Status as of December 31, 2018 (1) | Sears Redevelopment Plans | Bon-Ton Redevelopment Plans |
Honey Creek Mall | Terre Haute, IN | | Expected to Close (O) | Building Owned by Sears. | Vendors Village - Opened Q4 '18. |
Kentucky Oaks Mall | Paducah, KY | | Under Construction (O) | Owned by Seritage. Burlington is under construction. | 50/50 JV asset. Leases out for signature with value retailer and national home furniture store. |
Meridian Mall | Lansing, MI | | | | Under negotiation/LOIs with tenants. |
Mid Rivers Mall | St. Peters, MO | | Open (O) | Owned by Sears | |
Monroeville Mall | Pittsburgh, PA | | | | |
The Outlet Shoppes at Gettysburg | Gettysburg, PA | | | | |
Stroud Mall | Stroudsburg, PA | | Expected to Close | Under negotiation with non-retail use | Shoprite executed. Est. summer 2019 open. |
| |
(1) | Sears boxes owned by the department store or a third party are noted with the following symbol next to the status (O). |