Exhibit 99.1
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Earnings Release and
Supplemental Financial and Operating Information
For the Three Months and Year Ended
December 31, 2019
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Earnings Release and Supplemental Financial and Operating Information
Table of Contents
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Contact: Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2019
CHATTANOOGA, Tenn. – CBL Properties (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2019. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | % | | | 2019 | | | 2018 | | | % | |
Net income (loss) attributable to common shareholders per diluted share | | $ | 0.12 | | | $ | (0.38 | ) | | | 131.6 | % | | $ | (0.89 | ) | | $ | (0.72 | ) | | | (23.8 | )% |
Funds from Operations (“FFO”) per diluted share | | $ | 0.39 | | | $ | 0.44 | | | | (12.4 | )% | | $ | 1.40 | | | $ | 1.70 | | | | (17.7 | )% |
FFO, as adjusted, per diluted share (1) | | $ | 0.37 | | | $ | 0.45 | | | | (17.1 | )% | | $ | 1.36 | | | $ | 1.73 | | | | (21.6 | )% |
(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 (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release. |
KEY TAKEAWAYS:
| • | Same-center sales per square foot for the stabilized mall portfolio for the fourth quarter 2019 improved 3%. For the twelve-months ended December 31, 2019, same-center sales increased 2% to $386 per square foot compared with the prior-year period. |
| • | During 2019, CBL made significant progress on its anchor redevelopment program, completing a dozen redevelopment projects. CBL currently has 27 former anchor spaces committed, under construction or with replacements already open featuring dining, entertainment, fitness and other mixed-use components. |
| • | FFO per diluted share, as adjusted, was $0.37 for the fourth quarter 2019, compared with $0.45 per share for the fourth quarter 2018. Fourth quarter 2019 FFO per share was impacted by $0.02 per share of dilution from asset sales completed since the prior-year period and $0.06 per share of lower property NOI. |
| • | FFO per diluted share, as adjusted, was $1.36 for 2019, compared with $1.73 for 2018. 2019 FFO per share was impacted by $0.06 per share of dilution from asset sales completed since the prior-year period, $0.04 lower gains on the sale of outparcels and $0.20 per share of lower property NOI. |
| • | Total Portfolio Same-center NOI declined 6.5% for 2019, as compared with 2018. |
| • | Portfolio occupancy as of December 31, 2019, was 91.2%, representing a 70-basis point improvement sequentially and a 190-basis point decline compared with 93.1% as of December 31, 2018. Same-center mall occupancy was 89.8% as of December 31, 2019, a 110-basis point improvement sequentially and a 210-basis point decline compared with 91.9% as of December 31, 2018. |
| • | During 2019, CBL completed gross asset sales totaling $185.7 million (details herein). |
-MORE-
“As our results indicate, our properties are facing ongoing challenges as retailers struggle to adapt to today’s consumer preferences. For the year 2019, our financial results were at the high end of our guidance range with same-center NOI of (6.5%) and adjusted FFO of $1.36 per share,” said Stephen D. Lebovitz, Chief Executive Officer. “2019 results, as well as 2020 guidance, reflect the significant impact of retailer bankruptcies and store closings on revenues and occupancy. Our guidance range for 2020 incorporates the carryover from 2019 plus anticipated challenges by retailers in 2020 and a reserve for unbudgeted impacts.
“At the same time, we are working to diversify and stabilize revenues. In recent months we have opened 15 new tenants in former anchor locations, adding more productive, higher traffic-driving uses. And we have another dozen committed replacements either under construction or with planning underway. We are proactively reducing our exposure to apparel retailers with more than 76% of 2019 mall leasing completed with non-apparel tenants. As we approach our redevelopments, we are evaluating our capital investments closely and successfully stretching our dollars through ground leases, joint ventures and other creative structures. The steps we took in December 2019 to suspend our common and preferred dividends in 2020 are key elements of our strategy to preserve our significant level of internally generated cash flow, providing us with the capital to execute on our redevelopment and leasing strategies that will lead to stabilized future revenues and growth.”
Net income attributable to common shareholders for the fourth quarter 2019 was $22.0 million, or $0.12 per diluted share, compared with a net loss of $65.5 million, or a loss of $0.38 per diluted share, for the fourth quarter of 2018. Net income for the fourth quarter 2019 was impacted by a $37.4 million loss on impairment of real estate to write down the carrying value of Park Plaza to the property’s estimated fair value.
Net loss attributable to common shareholders for 2019 was $153.7 million, or a loss of $0.89 per diluted share, compared with a net loss of $123.5 million, or a loss of $0.72 per diluted share, for 2018. Net loss for the full-year 2019 included a $26.4 million reduction to the class-action litigation expense recorded in the first quarter 2019. The majority of the reduction relates to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that opted out of the lawsuit.
FFO allocable to common shareholders, as adjusted, for the fourth quarter 2019 was $64.7 million, or $0.37 per diluted share, compared with $77.0 million, or $0.45 per diluted share, for the fourth quarter 2018. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter 2019 was $74.7 million compared with $89.0 million for the fourth quarter 2018.
FFO allocable to common shareholders, as adjusted, for 2019 was $235.3 million, or $1.36 per diluted share, compared with $298.2 million, or $1.73 per diluted share, for 2018. FFO allocable to the Operating Partnership common unitholders, as adjusted, for 2019 was $271.5 million compared with $345.1 million for 2018.
Percentage change in same-center Net Operating Income (“NOI”) (1):
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2019 | |
Portfolio same-center NOI | | | (9.1 | )% | | | (6.5 | )% |
Mall same-center NOI | | | (9.8 | )% | | | (7.3 | )% |
(1) | CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases. |
Major variances impacting same-center NOI for the year ended December 31, 2019, include:
| • | Same-center NOI declined $38.9 million, due to a $48.8 million decrease in revenues offset by a $9.9 million decline in operating expenses. |
| • | Rental revenues declined $57.9 million, including a $26.5 million decline in tenant reimbursements and a $32.8 million decline in minimum and other rents. Percentage rents improved $1.4 million. |
| • | Property operating expenses declined $5.8 million compared with the prior year. Maintenance and repair expenses were flat. Real estate tax expenses declined $4.1 million. |
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PORTFOLIO OPERATIONAL RESULTS
Occupancy(1):
| | As of December 31, | |
| | 2019 | | | 2018 | |
Total portfolio | | | 91.2 | % | | | 93.1 | % |
Malls: | | | | | | | | |
Total Mall portfolio | | | 89.8 | % | | | 91.8 | % |
Same-center Malls | | | 89.8 | % | | | 91.9 | % |
Stabilized Malls | | | 90.0 | % | | | 92.1 | % |
Non-stabilized Malls (2) | | | 83.8 | % | | | 76.7 | % |
Associated centers | | | 95.6 | % | | | 97.4 | % |
Community centers | | | 96.0 | % | | | 97.2 | % |
(1) | Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community centers represents percentage of gross leasable area occupied. |
(2) | Represents occupancy for The Outlet Shoppes at Laredo. |
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, | |
| | 2019 | | | 2019 | |
Stabilized Malls | | | (12.1 | )% | | | (8.6 | )% |
New leases | | | 8.8 | % | | | 9.1 | % |
Renewal leases | | | (15.7 | )% | | | (11.5 | )% |
Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
| | Year Ended December 31, | | | | | |
| | 2019 | | | 2018 | | | % Change | |
Stabilized mall same-center sales per square foot | | $ | 386 | | | $ | 379 | | | | 2 | % |
Stabilized mall sales per square foot | | $ | 386 | | | $ | 377 | | | | 2 | % |
DISPOSITIONS
Year-to-date, CBL has closed on $185.7 million in asset sales, as detailed below.
In December, CBL closed on the sale of a 15% interest in The Outlet Shoppes at Atlanta to its existing joint venture partner, Horizon Group Properties (“Horizon”), for $20.8 million, including cash of $9.4 million and the assumption of 15% interest in the existing loan (representing $11.4 million at closing). Following the completion of the sale, CBL and Horizon each own a 50% interest, with Horizon continuing to lease and manage the asset.
Property | | Location | | Date Closed | | Gross Sales Price (M) | |
Cary Towne Center(1) | | Cary, NC | | January | | $ | 31.5 | |
Honey Creek Mall (1) | | Terre Haute, IN | | April | | | 14.6 | |
The Shoppes at Hickory Point | | Forsyth, IL | | April | | | 2.5 | |
Courtyard by Marriott at Pearland Town Center | | Pearland, TX | | June | | | 15.1 | |
The Forum at Grandview | | Madison, MS | | July | | | 31.8 | |
850 Greenbrier Circle | | Chesapeake, VA | | July | | | 10.5 | |
Various parcels | | Various | | Various | | | 31.1 | |
25% interest in The Outlet Shoppes at El Paso (2) | | El Paso, TX | | August | | | 27.8 | |
15% interest in The Outlet Shoppes at Atlanta (3) | | Woodstock, GA | | December | | | 20.8 | |
Total | | | | | | $ | 185.7 | |
(1) | 100% of sale proceeds utilized to retire existing secured loans. |
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(2) | Gross amount shown above is comprised of $9.3 million in equity and 25% interest in loan balance at closing of $18.5 million. |
(3) | Gross amount shown above is comprised of $9.4 million in equity and 15% interest in loan balance at closing of $11.4 million. |
ANCHOR REPLACEMENT PROGRESS AND REDEVELOPMENT
During 2019, CBL completed a dozen redevelopment projects and had five additional projects under construction at year-end. Anchor replacements recently opened or pending include (complete list and additional information can be found in the financial supplement):
Property | | Prior Tenant | | New Tenant(s) | | Construction/Opening Status |
Eastland Mall | | JCPenney | | H&M, Planet Fitness | | Open |
Jefferson Mall | | Macy’s | | Round1 | | Open |
Northwoods Mall | | Sears | | Burlington | | Open |
Kentucky Oaks Mall | | Sears | | Burlington, Ross Dress for Less | | Open |
West Towne | | Sears | | Dave & Busters, Total Wine | | Open |
Hanes Mall | | Shops | | Dave & Busters | | Open |
Parkdale Mall | | Macy’s | | Dick’s, Five Below, HomeGoods | | Open |
Brookfield Square | | Sears | | Marcus Theatres, Whirlyball | | Open |
Laurel Park Place | | Carson's | | Dunham’s Sports | | Open |
Meridian Mall | | Younkers | | High Caliber Karts | | Open |
Stroud Mall | | Boston | | Shoprite | | Open |
Kentucky Oaks Mall | | Elder Beerman | | HomeGoods and Five Below | | Open |
Frontier Mall | | Sears | | Jax Outdoor Gear | | Open |
Stroud Mall | | Sears | | EFO Furniture Outlet | | Open |
Dakota Square | | Herberger's | | Ross Dress for Less | | Open |
Hamilton Place | | Sears | | Dick's Sporting Goods, Dave & Busters, Aloft Hotel, Malones | | Under construction - Spring 2020/ 2021 (Aloft) |
CherryVale Mall | | Sears | | Tilt | | Under construction - Q1/Q2 ‘20 |
Richland Mall | | Sears | | Dillard’s | | Under construction - 2020 |
Post Oak Mall | | Sears | | Conn’s HomePlus | | Under construction - 2020 |
Kirkwood Mall | | BonTon | | Restaurants | | 2020 |
Imperial Valley | | Sears | | Hobby Lobby | | 2020 |
Westmoreland Mall | | BonTon | | Stadium Live! Casino | | 2020 |
York Galleria | | Sears | | Hollywood Casino | | 2020 |
Cross Creek Mall | | Sears | | Dave & Busters | | Construction start in 2020 |
South County Center | | Sears | | Round1 | | Opening TBD |
Hanes Mall | | Sears | | Novant Health | | Opening TBD |
West Towne Mall | | Sears | | Von Maur | | 2021 |
DIVIDENDS
In December 2019, CBL announced that it is suspending all future dividends on its common stock, 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock. The dividend suspension will be reviewed quarterly by the Board of Directors but is expected to remain in place until year-end 2020. The Company made this determination following a review of taxable income projections for 2019 and 2020. The Company will review taxable income on a regular basis and take measures, if necessary, to ensure that it meets the minimum distribution requirements to maintain its status as a Real Estate Investment Trust (REIT).
OUTLOOK AND GUIDANCE
CBL is providing 2020 FFO, as adjusted, guidance in the range of $1.03 - $1.13 per diluted share. Guidance incorporates a reserve in the range of $8.0 - $18.0 million (the “Reserve”) for potential future unbudgeted loss in rent from tenant bankruptcies, store closures or lease modifications that may occur in 2020.
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Key assumptions underlying guidance are as follows:
| | Low | | | High | |
2020 FFO, as adjusted, per share (includes the Reserve) | | $ | 1.03 | | | $ | 1.13 | |
2020 Change in Same-Center NOI (“SC NOI”) (includes the Reserve) | | | (9.5 | )% | | | (8.0 | )% |
Reserve for unbudgeted lost rents included in SC NOI and FFO | | $18.0 million | | | $8.0 million | |
Updated expectation for gains on outparcel sales | | $2.0 million | | | $5.0 million | |
Assumptions underlying the change in 2020 SC NOI are as follows:
| Estimated Impact to 2020 SC NOI | | | Explanation |
New Leasing/Contractual Rent Increases | | 2.30 | % | | |
Specialty Retail/Branding | | (0.50 | )% | | 2019 actual and 2020 budgeted closures |
Store Closures/Non-renewals | | (4.00 | )% | | 2019 actual and 2020 budgeted store closures at natural lease maturity as well as mid-term store closures primarily due to tenants in bankruptcy |
Lease Renewals | | (1.50 | )% | | Impact of new renewals completed in 2019 and budgeted for 2020, including certain tenants in bankruptcy reorganization |
Lease Modifications/Co-tenancy | | (2.10 | )% | | Mid-term lease modifications and co-tenancy rents triggered in 2019 or budgeted in 2020 |
Expenses | | (0.65 | )% | | Increases in operating expenses |
Reserve for lost rents | | (2.30 | )% | | Mid-point of reserve for unbudgeted lost rents |
Total 2020 SC NOI Change at Midpoint | | (8.75 | )% | | |
Reconciliation of GAAP net income (loss) to 2020 FFO, as adjusted, per share guidance:
| | Low | | | High | |
Expected diluted earnings per common share | | $ | (0.26 | ) | | $ | (0.16 | ) |
Adjust to fully converted shares from common shares | | | 0.02 | | | | 0.02 | |
Expected earnings per diluted, fully converted common share | | | (0.24 | ) | | | (0.14 | ) |
Add: depreciation and amortization | | | 1.28 | | | | 1.28 | |
Add: noncontrolling interest in loss of Operating Partnership | | | (0.01 | ) | | | (0.01 | ) |
Expected FFO, as adjusted, per diluted, fully converted common share | | $ | 1.03 | | | $ | 1.13 | |
INVESTOR CONFERENCE CALL AND WEBCAST
CBL Properties will host a conference call on Friday, February 7, 2020, at 11:00 a.m. ET. To access this interactive teleconference, dial (888) 317‑6003 or (412) 317-6061 and enter the confirmation number, 1982728. A replay of the conference call will be available through February 14, 2020, by dialing (877) 344-7529 or (412) 317‑0088 and entering the confirmation number, 10136909.
The Company will also provide an online webcast and rebroadcast of its fourth quarter 2019 earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, February 7, 2020, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call.
To receive the CBL Properties fourth quarter earnings release and supplemental information, please visit the Invest section of our website at cblproperties.com.
ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high-quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
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ADOPTION OF NEW LEASE ACCOUNTING STANDARD
The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statements of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. Please see the Company’s Supplemental Financial and Operating Information located in the Invest section of the Company’s website for more information regarding the components of rental revenues.
NON-GAAP FINANCIAL MEASURES
Funds From Operations
FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.
The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release for a description of these adjustments.
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
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The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company’s definition of NOI may be different than that used by other companies and, accordingly, the Company’s calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on its pro rata ownership share (including the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company's liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company's condensed consolidated balance sheet is located at the end of this earnings release.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.
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CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
REVENUES (1): | | | | | | | | | | | | | | | | |
Rental revenues | | $ | 179,889 | | | $ | 201,907 | | | $ | 736,878 | | | $ | 829,113 | |
Management, development and leasing fees | | | 2,025 | | | | 2,520 | | | | 9,350 | | | | 10,542 | |
Other | | | 8,124 | | | | 12,454 | | | | 22,468 | | | | 18,902 | |
Total revenues | | | 190,038 | | | | 216,881 | | | | 768,696 | | | | 858,557 | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | |
Property operating | | | (26,049 | ) | | | (29,660 | ) | | | (108,905 | ) | | | (122,017 | ) |
Depreciation and amortization | | | (59,308 | ) | | | (68,140 | ) | | | (257,746 | ) | | | (285,401 | ) |
Real estate taxes | | | (17,699 | ) | | | (20,554 | ) | | | (75,465 | ) | | | (82,291 | ) |
Maintenance and repairs | | | (11,955 | ) | | | (11,591 | ) | | | (46,282 | ) | | | (48,304 | ) |
General and administrative | | | (15,280 | ) | | | (13,661 | ) | | | (64,181 | ) | | | (61,506 | ) |
Loss on impairment | | | (37,400 | ) | | | (89,885 | ) | | | (239,521 | ) | | | (174,529 | ) |
Litigation settlement | | | 3,708 | | | | — | | | | (61,754 | ) | | | — | |
Other | | | (50 | ) | | | (410 | ) | | | (91 | ) | | | (787 | ) |
Total operating expenses | | | (164,033 | ) | | | (233,901 | ) | | | (853,945 | ) | | | (774,835 | ) |
OTHER INCOME (EXPENSES): | | | | | | | | | | | | | | | | |
Interest and other income | | | 552 | | | | 1,144 | | | | 2,764 | | | | 1,858 | |
Interest expense | | | (49,266 | ) | | | (56,874 | ) | | | (206,261 | ) | | | (220,038 | ) |
Gain on extinguishment of debt | | | — | | | | — | | | | 71,722 | | | | — | |
Gain on investments/deconsolidation | | | 56,068 | | | | — | | | | 67,242 | | | | — | |
Gain on sales of real estate assets | | | 2,463 | | | | 2,616 | | | | 16,274 | | | | 19,001 | |
Income tax benefit (provision) | | | (531 | ) | | | (295 | ) | | | (3,153 | ) | | | 1,551 | |
Equity in earnings of unconsolidated affiliates | | | 1,519 | | | | 4,808 | | | | 4,940 | | | | 14,677 | |
Total other income (expenses) | | | 10,805 | | | | (48,601 | ) | | | (46,472 | ) | | | (182,951 | ) |
Net income (loss) | | | 36,810 | | | | (65,621 | ) | | | (131,721 | ) | | | (99,229 | ) |
Net (income) loss attributable to noncontrolling interests in: | | | | | | | | | | | | | | | | |
Operating Partnership | | | (3,433 | ) | | | 10,710 | | | | 23,683 | | | | 19,688 | |
Other consolidated subsidiaries | | | (108 | ) | | | 604 | | | | (739 | ) | | | 973 | |
Net income (loss) attributable to the Company | | | 33,269 | | | | (54,307 | ) | | | (108,777 | ) | | | (78,568 | ) |
Preferred dividends declared | | | — | | | | (11,223 | ) | | | (33,669 | ) | | | (44,892 | ) |
Preferred dividends undeclared | | | (11,223 | ) | | | — | | | | (11,223 | ) | | | — | |
Net income (loss) attributable to common shareholders | | $ | 22,046 | | | $ | (65,530 | ) | | $ | (153,669 | ) | | $ | (123,460 | ) |
Basic and diluted per share data attributable to common shareholders: | | | | | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | 0.12 | | | $ | (0.38 | ) | | $ | (0.89 | ) | | $ | (0.72 | ) |
Weighted-average common and potential dilutive common shares outstanding | | | 173,578 | | | | 172,665 | | | | 173,445 | | | | 172,486 | |
(1) | See "Adoption of Lease Accounting Standard" on page 6 for further information on the presentation of rental revenues in accordance with the new standard adopted effective January 1, 2019. |
8
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
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, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Net income (loss) attributable to common shareholders | | $ | 22,046 | | | $ | (65,530 | ) | | $ | (153,669 | ) | | $ | (123,460 | ) |
Noncontrolling interest in income (loss) of Operating Partnership | | | 3,433 | | | | (10,710 | ) | | | (23,683 | ) | | | (19,688 | ) |
Depreciation and amortization expense of: | | | | | | | | | | | | | | | | |
Consolidated properties | | | 59,308 | | | | 68,140 | | | | 257,746 | | | | 285,401 | |
Unconsolidated affiliates | | | 12,835 | | | | 10,681 | | | | 49,434 | | | | 41,858 | |
Non-real estate assets | | | (931 | ) | | | (913 | ) | | | (3,650 | ) | | | (3,661 | ) |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | | | (1,355 | ) | | | (2,177 | ) | | | (8,191 | ) | | | (8,601 | ) |
Loss on impairment, net of taxes | | | 37,400 | | | | 89,773 | | | | 239,521 | | | | 174,416 | |
Loss on impairment of unconsolidated affiliates | | | — | | | | — | | | | — | | | | 1,022 | |
Gain on depreciable property, net of taxes | | | (55,495 | ) | | | (1,941 | ) | | | (77,250 | ) | | | (7,484 | ) |
FFO allocable to Operating Partnership common unitholders | | | 77,241 | | | | 87,323 | | | | 280,258 | | | | 339,803 | |
Litigation settlement, net of taxes (1) | | | (3,708 | ) | | | — | | | | 61,271 | | | | — | |
Non-cash default interest expense (2) | | | 1,146 | | | | 1,669 | | | | 1,688 | | | | 5,285 | |
Gain on extinguishment of debt (3) | | | — | | | | — | | | | (71,722 | ) | | | — | |
FFO allocable to Operating Partnership common unitholders, as adjusted | | $ | 74,679 | | | $ | 88,992 | | | $ | 271,495 | | | $ | 345,088 | |
FFO per diluted share | | $ | 0.39 | | | $ | 0.44 | | | $ | 1.40 | | | $ | 1.70 | |
FFO, as adjusted, per diluted share | | $ | 0.37 | | | $ | 0.45 | | | $ | 1.36 | | | $ | 1.73 | |
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | | | 200,201 | | | | 199,430 | | | | 200,169 | | | | 199,580 | |
(1) | The three months ended December 31, 2019 represents a reduction of $3,708 to the accrued expense related to the settlement of a class action lawsuit that was recorded in the three months ended March 31, 2019. The year ended December 31, 2019 is comprised of the accrued maximum expense of $88,150 recorded in the three months ended March 31, 2019 less total subsequent reductions of $26,396 pursuant to the terms of the settlement agreement related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement, tenants that opted out of the lawsuit and other permissible reductions. |
(2) | The three months ended December 31, 2019 includes default interest expense related to Greenbrier Mall and Hickory Point Mall. The year ended December 31, 2019 includes default interest expense related to Acadiana Mall, Cary Towne Center, Greenbrier Mall and Hickory Point Mall. The three months and year ended December 31, 2018 include default interest expense related to Acadiana Mall, Cary Towne Center and Triangle Town Center. |
(3) | The year ended December 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019. |
9
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
The reconciliation of diluted EPS to FFO per diluted share is as follows:
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Diluted EPS attributable to common shareholders | | $ | 0.12 | | | $ | (0.38 | ) | | $ | (0.89 | ) | | $ | (0.72 | ) |
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 | | | 0.35 | | | | 0.38 | | | | 1.48 | | | | 1.58 | |
Loss on impairment, net of taxes | | | 0.19 | | | | 0.45 | | | | 1.19 | | | | 0.88 | |
Gain on depreciable property, net of taxes | | | (0.27 | ) | | | (0.01 | ) | | | (0.38 | ) | | | (0.04 | ) |
FFO per diluted share | | $ | 0.39 | | | $ | 0.44 | | | $ | 1.40 | | | $ | 1.70 | |
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, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
FFO allocable to Operating Partnership common unitholders | | $ | 77,241 | | | $ | 87,323 | | | $ | 280,258 | | | $ | 339,803 | |
Percentage allocable to common shareholders (1) | | | 86.70 | % | | | 86.58 | % | | | 86.65 | % | | | 86.42 | % |
FFO allocable to common shareholders | | $ | 66,968 | | | $ | 75,604 | | | $ | 242,844 | | | $ | 293,658 | |
FFO allocable to Operating Partnership common unitholders, as adjusted | | $ | 74,679 | | | $ | 88,992 | | | $ | 271,495 | | | $ | 345,088 | |
Percentage allocable to common shareholders (1) | | | 86.70 | % | | | 86.58 | % | | | 86.65 | % | | | 86.42 | % |
FFO allocable to common shareholders, as adjusted | | $ | 64,747 | | | $ | 77,049 | | | $ | 235,250 | | | $ | 298,225 | |
(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 14. |
10
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
SUPPLEMENTAL FFO INFORMATION: | | | | | | | | | | | | | | | | |
Lease termination fees | | $ | 856 | | | $ | 317 | | | $ | 3,794 | | | $ | 10,105 | |
Lease termination fees per share | | $ | — | | | $ | — | | | $ | 0.02 | | | $ | 0.05 | |
| | | | | | | | | | | | | | | | |
Straight-line rental income | | $ | 1,517 | | | $ | (1,108 | ) | | $ | 3,819 | | | $ | (5,031 | ) |
Straight-line rental income per share | | $ | 0.01 | | | $ | (0.01 | ) | | $ | 0.02 | | | $ | (0.03 | ) |
| | | | | | | | | | | | | | | | |
Gains on outparcel sales, net of taxes | | $ | 3,021 | | | $ | 1,679 | | | $ | 5,915 | | | $ | 13,138 | |
Gains on outparcel sales, net of taxes per share | | $ | 0.02 | | | $ | 0.01 | | | $ | 0.03 | | | $ | 0.07 | |
| | | | | | | | | | | | | | | | |
Net amortization of acquired above- and below-market leases | | $ | 930 | | | $ | 662 | | | $ | 2,962 | | | $ | 1,644 | |
Net amortization of acquired above- and below-market leases per share | | $ | — | | | $ | — | | | $ | 0.01 | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | |
Net amortization of debt premiums and discounts | | $ | 334 | | | $ | 316 | | | $ | 1,316 | | | $ | 1,043 | |
Net amortization of debt premiums and discounts per share | | $ | — | | | $ | — | | | $ | 0.01 | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | |
Income tax benefit (provision) | | $ | (531 | ) | | $ | (295 | ) | | $ | (3,153 | ) | | $ | 1,551 | |
Income tax benefit (provision) per share | | $ | — | | | $ | — | | | $ | (0.02 | ) | | $ | 0.01 | |
| | | | | | | | | | | | | | | | |
Gain on extinguishment of debt | | $ | — | | | $ | — | | | $ | 71,722 | | | $ | — | |
Gain on extinguishment of debt per share | | $ | — | | | $ | — | | | $ | 0.36 | | | $ | — | |
| | | | | | | | | | | | | | | | |
Non-cash default interest expense | | $ | (1,146 | ) | | $ | (1,669 | ) | | $ | (1,688 | ) | | $ | (5,285 | ) |
Non-cash default interest expense per share | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.03 | ) |
| | | | | | | | | | | | | | | | |
Abandoned projects expense | | $ | (50 | ) | | $ | (410 | ) | | $ | (91 | ) | | $ | (787 | ) |
Abandoned projects expense per share | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
Interest capitalized | | $ | 692 | | | $ | 919 | | | $ | 2,661 | | | $ | 3,655 | |
Interest capitalized per share | | $ | — | | | $ | — | | | $ | 0.01 | | | $ | 0.02 | |
| | | | | | | | | | | | | | | | |
Litigation settlement, net of taxes | | $ | 3,708 | | | $ | — | | | $ | (61,271 | ) | | $ | — | |
Litigation settlement, net of taxes per share | | $ | 0.02 | | | $ | — | | | $ | (0.31 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | As of December 31, | |
| | | | | | | | | | 2019 | | | 2018 | |
Straight-line rent receivable | | | | | | | | | | $ | 47,507 | | | $ | 55,902 | |
11
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
Same-center Net Operating Income
(Dollars in thousands)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Net income (loss) | | $ | 36,810 | | | $ | (65,621 | ) | | $ | (131,721 | ) | | $ | (99,229 | ) |
Adjustments: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 59,308 | | | | 68,140 | | | | 257,746 | | | | 285,401 | |
Depreciation and amortization from unconsolidated affiliates | | | 12,835 | | | | 10,681 | | | | 49,434 | | | | 41,858 | |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | | | (1,355 | ) | | | (2,177 | ) | | | (8,191 | ) | | | (8,601 | ) |
Interest expense | | | 49,266 | | | | 56,874 | | | | 206,261 | | | | 220,038 | |
Interest expense from unconsolidated affiliates | | | 7,204 | | | | 6,754 | | | | 27,046 | | | | 25,603 | |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | | | (1,112 | ) | | | (1,837 | ) | | | (6,156 | ) | | | (7,749 | ) |
Abandoned projects expense | | | 50 | | | | 410 | | | | 91 | | | | 787 | |
Gain on sales of real estate assets | | | (2,463 | ) | | | (2,616 | ) | | | (16,274 | ) | | | (19,001 | ) |
Gain on sales of real estate assets of unconsolidated affiliates | | | — | | | | (1,043 | ) | | | (627 | ) | | | (1,607 | ) |
Gain on investments/deconsolidation | | | (56,068 | ) | | | — | | | | (67,242 | ) | | | — | |
Gain on extinguishment of debt | | | — | | | | — | | | | (71,722 | ) | | | — | |
Loss on impairment | | | 37,400 | | | | 89,885 | | | | 239,521 | | | | 174,529 | |
Litigation settlement | | | (3,708 | ) | | | — | | | | 61,754 | | | | — | |
Income tax (benefit) provision | | | 531 | | | | 295 | | | | 3,153 | | | | (1,551 | ) |
Lease termination fees | | | (856 | ) | | | (317 | ) | | | (3,794 | ) | | | (10,105 | ) |
Straight-line rent and above- and below-market lease amortization | | | (2,447 | ) | | | 446 | | | | (6,781 | ) | | | 3,387 | |
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries | | | (108 | ) | | | 604 | | | | (739 | ) | | | 973 | |
General and administrative expenses | | | 15,280 | | | | 13,661 | | | | 64,181 | | | | 61,506 | |
Management fees and non-property level revenues | | | (3,171 | ) | | | (4,501 | ) | | | (12,202 | ) | | | (14,143 | ) |
Operating Partnership's share of property NOI | | | 147,396 | | | | 169,638 | | | | 583,738 | | | | 652,096 | |
Non-comparable NOI | | | (3,786 | ) | | | (11,681 | ) | | | (21,648 | ) | | | (51,131 | ) |
Total same-center NOI (1) | | $ | 143,610 | | | $ | 157,957 | | | $ | 562,090 | | | $ | 600,965 | |
Total same-center NOI percentage change | | | (9.1 | )% | | | | | | | (6.5 | )% | | | | |
12
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
Same-center Net Operating Income
(Continued)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Malls | | $ | 129,386 | | | $ | 143,502 | | | $ | 504,789 | | | $ | 544,829 | |
Associated centers | | | 8,110 | | | | 8,286 | | | | 32,720 | | | | 32,380 | |
Community centers | | | 5,057 | | | | 5,013 | | | | 20,273 | | | | 19,624 | |
Offices and other | | | 1,057 | | | | 1,156 | | | | 4,308 | | | | 4,132 | |
Total same-center NOI (1) | | $ | 143,610 | | | $ | 157,957 | | | $ | 562,090 | | | $ | 600,965 | |
Percentage Change: | | | | | | | | | | | | | | | | |
Malls | | | (9.8 | )% | | | | | | | (7.3 | )% | | | | |
Associated centers | | | (2.1 | )% | | | | | | | 1.1 | % | | | | |
Community centers | | | 0.9 | % | | | | | | | 3.3 | % | | | | |
Offices and other | | | (8.6 | )% | | | | | | | 4.3 | % | | | | |
Total same-center NOI (1) | | | (9.1 | )% | | | | | | | (6.5 | )% | | | | |
(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, 2019, 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, 2019. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender. |
13
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019 and 2018
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
| | As of December 31, 2019 | |
| | Fixed Rate | | | Variable Rate | | | Total per Debt Schedule | | | | | | Unamortized Deferred Financing Costs | | | Total | |
Consolidated debt | | $ | 2,695,888 | | | $ | 847,275 | | | $ | 3,543,163 | | | | | | $ | (16,148 | ) | | $ | 3,527,015 | |
Noncontrolling interests' share of consolidated debt | | | (30,658 | ) | | | — | | | | (30,658 | ) | | | | | | 318 | | | | (30,340 | ) |
Company's share of unconsolidated affiliates' debt | | | 633,243 | | | | 104,408 | | | | 737,651 | | | | | | | (2,851 | ) | | | 734,800 | |
Company's share of consolidated and unconsolidated debt | | $ | 3,298,473 | | | $ | 951,683 | | | $ | 4,250,156 | | | | | | $ | (18,681 | ) | | $ | 4,231,475 | |
Weighted-average interest rate | | | 5.10 | % | | | 4.00 | % | | | 4.85 | % | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | % | | | | | | | | | | | |
(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.
Total Market Capitalization as of December 31, 2019
(In thousands, except stock price)
| | Shares Outstanding | | | Stock Price (1) | |
Common stock and operating partnership units | | | 200,189 | | | $ | 1.05 | |
7.375% Series D Cumulative Redeemable Preferred Stock | | | 1,815 | | | | 250.00 | |
6.625% Series E Cumulative Redeemable Preferred Stock | | | 690 | | | | 250.00 | |
(1) | Stock price for common stock and Operating Partnership units equals the closing price of the common stock on December 31, 2019. The stock prices for the preferred stocks represent the liquidation preference of each respective series. |
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | Basic | | | Diluted | | | Basic | | | Diluted | |
2019: | | | | | | | | | | | | | | | | |
Weighted-average shares - EPS | | | 173,578 | | | | 173,578 | | | | 173,445 | | | | 173,445 | |
Weighted-average Operating Partnership units | | | 26,623 | | | | 26,623 | | | | 26,724 | | | | 26,724 | |
Weighted-average shares - FFO | | | 200,201 | | | | 200,201 | | | | 200,169 | | | | 200,169 | |
2018: | | | | | | | | | | | | | | | | |
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 | |
14
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019 and 2018
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| | As of December 31, | |
| | 2019 | | | 2018 | |
ASSETS | | | | | | | | |
Real estate assets: | | | | | | | | |
Land | | $ | 730,218 | | | $ | 793,944 | |
Buildings and improvements | | | 5,631,831 | | | | 6,414,886 | |
| | | 6,362,049 | | | | 7,208,830 | |
Accumulated depreciation | | | (2,349,404 | ) | | | (2,493,082 | ) |
| | | 4,012,645 | | | | 4,715,748 | |
Held for sale | | | — | | | | 30,971 | |
Developments in progress | | | 49,351 | | | | 38,807 | |
Net investment in real estate assets | | | 4,061,996 | | | | 4,785,526 | |
Cash and cash equivalents | | | 32,816 | | | | 25,138 | |
Receivables: | | | | | | | | |
Tenant, net of allowance for doubtful accounts of $2,337 in 2018 | | | 75,252 | | | | 77,788 | |
Other | | | 10,792 | | | | 7,511 | |
Mortgage and other notes receivable | | | 4,662 | | | | 7,672 | |
Investments in unconsolidated affiliates | | | 307,354 | | | | 283,553 | |
Intangible lease assets and other assets | | | 129,474 | | | | 153,665 | |
| | $ | 4,622,346 | | | $ | 5,340,853 | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | | | | | | | | |
Mortgage and other indebtedness, net | | $ | 3,527,015 | | | $ | 4,043,180 | |
Accounts payable and accrued liabilities | | | 231,306 | | | | 218,217 | |
Liabilities related to assets held for sale | | | — | | | | 43,716 | |
Total liabilities | | | 3,758,321 | | | | 4,305,113 | |
Commitments and contingencies | | | | | | | | |
Redeemable noncontrolling interests | | | 2,160 | | | | 3,575 | |
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, 174,115,111 and 172,656,458 issued and outstanding in 2019 and 2018, respectively | | | 1,741 | | | | 1,727 | |
Additional paid-in capital | | | 1,965,897 | | | | 1,968,280 | |
Dividends in excess of cumulative earnings | | | (1,161,351 | ) | | | (1,005,895 | ) |
Total shareholders' equity | | | 806,312 | | | | 964,137 | |
Noncontrolling interests | | | 55,553 | | | | 68,028 | |
Total equity | | | 861,865 | | | | 1,032,165 | |
| | $ | 4,622,346 | | | $ | 5,340,853 | |
15
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019 and 2018
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
| | December 31, | |
| | 2019 | | | 2018 | |
ASSETS: | | | | | | | | |
Investment in real estate assets | | $ | 2,293,438 | | | $ | 2,097,088 | |
Accumulated depreciation | | | (803,909 | ) | | | (674,275 | ) |
| | | 1,489,529 | | | | 1,422,813 | |
Developments in progress | | | 46,503 | | | | 12,569 | |
Net investment in real estate assets | | | 1,536,032 | | | | 1,435,382 | |
Other assets | | | 154,427 | | | | 188,521 | |
Total assets | | $ | 1,690,459 | | | $ | 1,623,903 | |
LIABILITIES: | | | | | | | | |
Mortgage and other indebtedness, net | | $ | 1,417,644 | | | $ | 1,319,949 | |
Other liabilities | | | 41,007 | | | | 39,777 | |
Total liabilities | | | 1,458,651 | | | | 1,359,726 | |
OWNERS' EQUITY: | | | | | | | | |
The Company | | | 149,376 | | | | 191,050 | |
Other investors | | | 82,432 | | | | 73,127 | |
Total owners' equity | | | 231,808 | | | | 264,177 | |
Total liabilities and owners’ equity | | $ | 1,690,459 | | | $ | 1,623,903 | |
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Total revenues | | $ | 58,548 | | | $ | 58,230 | | | $ | 221,512 | | | $ | 225,073 | |
Depreciation and amortization | | | (20,795 | ) | | | (19,256 | ) | | | (87,193 | ) | | | (78,174 | ) |
Operating expenses | | | (18,351 | ) | | | (18,030 | ) | | | (67,784 | ) | | | (72,056 | ) |
Interest and other income | | | 400 | | | | 356 | | | | 1,555 | | | | 1,415 | |
Interest expense | | | (13,477 | ) | | | (13,958 | ) | | | (55,727 | ) | | | (52,803 | ) |
Loss on impairment | | | — | | | | — | | | | — | | | | (89,826 | ) |
Gain on extinguishment of debt | | | — | | | | — | | | | 83,635 | | | | — | |
Gain on sales of real estate assets | | | — | | | | 1,928 | | | | 630 | | | | 3,056 | |
Net income (loss) | | $ | 6,325 | | | $ | 9,270 | | | $ | 96,628 | | | $ | (63,315 | ) |
| | | | | | | | | | | | | | | | |
| | Company's Share for the | | | Company's Share for the | |
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Total revenues | | $ | 30,806 | | | $ | 29,653 | | | $ | 113,500 | | | $ | 115,851 | |
Depreciation and amortization | | | (12,835 | ) | | | (10,681 | ) | | | (49,434 | ) | | | (41,858 | ) |
Operating expenses | | | (9,545 | ) | | | (8,699 | ) | | | (33,780 | ) | | | (35,274 | ) |
Interest and other income | | | 297 | | | | 246 | | | | 1,073 | | | | 976 | |
Interest expense | | | (7,204 | ) | | | (6,754 | ) | | | (27,046 | ) | | | (25,603 | ) |
Loss on impairment | | | — | | | | — | | | | — | | | | (1,022 | ) |
Gain on sales of real estate assets | �� | | — | | | | 1,043 | | | | 627 | | | | 1,607 | |
Net income | | $ | 1,519 | | | $ | 4,808 | | | $ | 4,940 | | | $ | 14,677 | |
16
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, and the Company's share of abandoned projects expense, gain or loss on extinguishment of debt and litigation settlement, net of taxes.
The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Net income (loss) | | $ | 36,810 | | | $ | (65,621 | ) | | $ | (131,721 | ) | | $ | (99,229 | ) |
Depreciation and amortization | | | 59,308 | | | | 68,140 | | | | 257,746 | | | | 285,401 | |
Depreciation and amortization from unconsolidated affiliates | | | 12,835 | | | | 10,681 | | | | 49,434 | | | | 41,858 | |
Interest expense | | | 49,266 | | | | 56,874 | | | | 206,261 | | | | 220,038 | |
Interest expense from unconsolidated affiliates | | | 7,204 | | | | 6,754 | | | | 27,046 | | | | 25,603 | |
Income taxes | | | 662 | | | | 353 | | | | 3,911 | | | | (909 | ) |
Loss on impairment | | | 37,400 | | | | 89,885 | | | | 239,521 | | | | 174,529 | |
Loss on impairment of unconsolidated affiliates | | | — | | | | — | | | | — | | | | 1,022 | |
(Gain) loss on depreciable property | | | 584 | | | | (1,941 | ) | | | (10,125 | ) | | | (7,484 | ) |
Gain on investments/deconsolidation | | | (56,068 | ) | | | — | | | | (67,242 | ) | | | — | |
EBITDAre (1) | | | 148,001 | | | | 165,125 | | | | 574,831 | | | | 640,829 | |
Gain on extinguishment of debt | | | — | | | | — | | | | (71,722 | ) | | | — | |
Litigation settlement | | | (3,708 | ) | | | — | | | | 61,754 | | | | — | |
Abandoned projects | | | 50 | | | | 410 | | | | 91 | | | | 787 | |
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries | | | (108 | ) | | | 604 | | | | (739 | ) | | | 973 | |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | | | (1,355 | ) | | | (2,177 | ) | | | (8,191 | ) | | | (8,601 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | | | (1,112 | ) | | | (1,837 | ) | | | (6,156 | ) | | | (7,749 | ) |
Company's share of Adjusted EBITDAre | | $ | 141,768 | | | $ | 162,125 | | | $ | 549,868 | | | $ | 626,239 | |
(1) | Includes $3,043 and $1,679 for the three months ended December 31, 2019 and 2018, respectively, and $6,565 and $13,138 for the year ended December 31, 2019 and 2018, respectively, related to sales of non-depreciable real estate assets. |
Interest Expense: | | | | | | | | | | | | | | | | |
Interest expense | | $ | 49,266 | | | $ | 56,874 | | | $ | 206,261 | | | $ | 220,038 | |
Interest expense from unconsolidated affiliates | | | 7,204 | | | | 6,754 | | | | 27,046 | | | | 25,603 | |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | | | (1,112 | ) | | | (1,837 | ) | | | (6,156 | ) | | | (7,749 | ) |
Company's share of interest expense | | $ | 55,358 | | | $ | 61,791 | | | $ | 227,151 | | | $ | 237,892 | |
Ratio of Adjusted EBITDAre to Interest Expense | | | 2.6 | x | | 2.6x | | | | 2.4 | x | | 2.6x | |
17
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Company's share of Adjusted EBITDAre | | $ | 141,768 | | | $ | 162,125 | | | $ | 549,868 | | | $ | 626,239 | |
Interest expense | | | (49,266 | ) | | | (56,874 | ) | | | (206,261 | ) | | | (220,038 | ) |
Noncontrolling interests' share of interest expense in other consolidated subsidiaries | | | 1,112 | | | | 1,837 | | | | 6,156 | | | | 7,749 | |
Income taxes | | | (662 | ) | | | (353 | ) | | | (3,911 | ) | | | 909 | |
Net amortization of deferred financing costs, debt premiums and discounts | | | 1,988 | | | | 1,712 | | | | 8,316 | | | | 7,163 | |
Net amortization of intangible lease assets and liabilities | | | (597 | ) | | | (390 | ) | | | (1,809 | ) | | | (192 | ) |
Depreciation and interest expense from unconsolidated affiliates | | | (20,039 | ) | | | (17,435 | ) | | | (76,480 | ) | | | (67,461 | ) |
Loss on impairment of unconsolidated affiliates | | | — | | | | — | | | | — | | | | (1,022 | ) |
Litigation settlement | | | 3,708 | | | | — | | | | (61,754 | ) | | | — | |
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | | | 1,355 | | | | 2,177 | | | | 8,191 | | | | 8,601 | |
Net income (loss) attributable to noncontrolling interests in other consolidated subsidiaries | | | 108 | | | | (604 | ) | | | 739 | | | | (973 | ) |
Gain on outparcel sales | | | (3,047 | ) | | | (675 | ) | | | (6,149 | ) | | | (11,517 | ) |
Gain on insurance proceeds | | | (41 | ) | | | (912 | ) | | | (462 | ) | | | (912 | ) |
Equity in earnings of unconsolidated affiliates | | | (1,519 | ) | | | (4,808 | ) | | | (4,940 | ) | | | (14,677 | ) |
Distributions of earnings from unconsolidated affiliates | | | 6,016 | | | | 8,965 | | | | 21,651 | | | | 21,539 | |
Share-based compensation expense | | | 945 | | | | 1,076 | | | | 4,783 | | | | 5,386 | |
Change in estimate of uncollectable rental revenues | | | 1,959 | | | | 1,544 | | | | 3,463 | | | | 4,817 | |
Change in deferred tax assets | | | 1,642 | | | | (199 | ) | | | 2,668 | | | | (2,905 | ) |
Changes in operating assets and liabilities | | | (37,265 | ) | | | (351 | ) | | | 29,339 | | | | 14,536 | |
Cash flows provided by operating activities | | $ | 48,165 | | | $ | 96,835 | | | $ | 273,408 | | | $ | 377,242 | |
Components of Consolidated Rental Revenues
The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Minimum rents | | $ | 130,359 | | | $ | 146,910 | | | $ | 529,853 | | | $ | 588,007 | |
Percentage rents | | | 4,867 | | | | 5,149 | | | | 12,664 | | | | 11,759 | |
Other rents | | | 3,892 | | | | 5,136 | | | | 10,560 | | | | 12,034 | |
Tenant reimbursements | | | 42,731 | | | | 44,712 | | | | 187,265 | | | | 217,313 | |
Estimate of uncollectable amounts (1) | | | (1,960 | ) | | | — | | | | (3,464 | ) | | | — | |
Total rental revenues | | $ | 179,889 | | | $ | 201,907 | | | $ | 736,878 | | | $ | 829,113 | |
(1) | Prior to the adoption of ASC 842, uncollectable amounts were recorded as bad debt expense, which was included in property operating expense, and was $1,544 and $4,817 for the three months and year ended December 31, 2018, respectively. |
18
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands)
Property | | Location | | Non- controlling Interest % | | | Original Maturity Date | | Optional Extended Maturity Date | | Interest Rate | | | Balance | | | | | Balance | |
| | | | | | | | | | | | | | | | | | | | | | Fixed | | | Variable | |
Operating Properties: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Greenbrier Mall (1) | | Chesapeake, VA | | | | | | Dec-19 | | | | | 5.41 | % | | $ | 64,801 | | | | | $ | 64,801 | | | $ | — | |
Hickory Point Mall (1) | | Forsyth, IL | | | | | | Dec-19 | | | | | 5.85 | % | | | 27,385 | | | | | | 27,385 | | | | — | |
Burnsville Center | | Burnsville, MN | | | | | | Jul-20 | | | | | 6.00 | % | | | 64,867 | | | | | | 64,867 | | | | — | |
Parkway Place (2) | | Huntsville, AL | | | | | | Jul-20 | | | | | 6.50 | % | | | 33,290 | | | | | | 33,290 | | | | — | |
Valley View Mall (2) | | Roanoke, VA | | | | | | Jul-20 | | | | | 6.50 | % | | | 51,514 | | | | | | 51,514 | | | | — | |
Parkdale Mall & Crossing | | Beaumont, TX | | | | | | Mar-21 | | | | | 5.85 | % | | | 75,826 | | | | | | 75,826 | | | | — | |
EastGate Mall | | Cincinnati, OH | | | | | | Apr-21 | | | | | 5.83 | % | | | 32,386 | | | | | | 32,386 | | | | — | |
Hamilton Crossing & Expansion | | Chattanooga, TN | | | | | | Apr-21 | | | | | 5.99 | % | | | 8,522 | | | | | | 8,522 | | | | — | |
Park Plaza Mall | | Little Rock, AR | | | | | | Apr-21 | | | | | 5.28 | % | | | 78,339 | | | | | | 78,339 | | | | — | |
Fayette Mall | | Lexington, KY | | | | | | May-21 | | | | | 5.42 | % | | | 146,857 | | | | | | 146,857 | | | | — | |
The Outlet Shoppes at Laredo | | Laredo, TX | | | | | | May-21 | | | | | 4.34 | % | | | 41,950 | | | | | | — | | | | 41,950 | |
Alamance Crossing - East | | Burlington, NC | | | | | | Jul-21 | | | | | 5.83 | % | | | 44,538 | | | | | | 44,538 | | | | — | |
Asheville Mall | | Asheville, NC | | | | | | Sep-21 | | | | | 5.80 | % | | | 63,949 | | | | | | 63,949 | | | | — | |
Cross Creek Mall | | Fayetteville, NC | | | | | | Jan-22 | | | | | 4.54 | % | | | 111,294 | | | | | | 111,294 | | | | — | |
Northwoods Mall | | North Charleston, SC | | | | | | Apr-22 | | | | | 5.08 | % | | | 63,772 | | | | | | 63,772 | | | | — | |
Arbor Place | | Atlanta (Douglasville), GA | | | | | | May-22 | | | | | 5.10 | % | | | 106,851 | | | | | | 106,851 | | | | — | |
CBL Center | | Chattanooga, TN | | | | | | Jun-22 | | | | | 5.00 | % | | | 17,001 | | | | | | 17,001 | | | | — | |
Jefferson Mall | | Louisville, KY | | | | | | Jun-22 | | | | | 4.75 | % | | | 61,943 | | | | | | 61,943 | | | | — | |
Southpark Mall | | Colonial Heights, VA | | | | | | Jun-22 | | | | | 4.85 | % | | | 58,431 | | | | | | 58,431 | | | | — | |
WestGate Mall | | Spartanburg, SC | | | | | | Jul-22 | | | | | 4.99 | % | | | 32,773 | | | | | | 32,773 | | | | — | |
Volusia Mall | | Daytona Beach, FL | | | | | | May-24 | | | | | 4.56 | % | | | 48,626 | | | | | | 48,626 | | | | — | |
The Outlet Shoppes at Gettysburg | | Gettysburg, PA | | | | | | Oct-25 | | | | | 4.80 | % | | | 37,140 | | | | | | 37,140 | | | | — | |
Hamilton Place | | Chattanooga, TN | | | | | | Jun-26 | | | | | 4.36 | % | | | 100,456 | | | | | | 100,456 | | | | — | |
Total Loans On Operating Properties | | | | | | | | | | | | | | | | | 1,372,511 | | | | | | 1,330,561 | | | | 41,950 | |
Weighted-average interest rate | | | | | | | | | | | | | | | | | 5.24 | % | | | | | 5.27 | % | | | 4.34 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction Loan: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brookfield Square Anchor Redevelopment | | Brookfield, WI | | | | | | Oct-21 | | Oct-22 | | | 4.60 | % | | | 29,400 | | | | | | — | | | | 29,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating Partnership Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured credit facility: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured line of credit ($685,000 capacity) | | | | | | | | Jul-23 | | | | | 3.94 | % | | | 310,925 | | | | | | — | | | | 310,925 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured term loan | | | | | | | | Jul-23 | | | | | 3.94 | % | | | 465,000 | | | | | | — | | | | 465,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
19
Property | | Location | | Non- controlling Interest % | | | Original Maturity Date | | Optional Extended Maturity Date | | Interest Rate | | | Balance | | | | | Balance | |
| | | | | | | | | | | | | | | | | | | | | | Fixed | | | Variable | |
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 | % | | | (2,106 | ) | | | | | (2,106 | ) | | | — | |
Senior unsecured 4.60% notes | | | | | | | | Oct-24 | | | | | 4.60 | % | | | 300,000 | | | | | | 300,000 | | | | — | |
Senior unsecured 4.60% notes (discount) | | | | | | | | Oct-24 | | | | | 4.60 | % | | | (40 | ) | | | | | (40 | ) | | | — | |
Senior unsecured 5.95% notes | | | | | | | | Dec-26 | | | | | 5.95 | % | | | 625,000 | | | | | | 625,000 | | | | — | |
Senior unsecured 5.95% notes (discount) | | | | | | | | Dec-26 | | | | | 5.95 | % | | | (7,527 | ) | | | | | (7,527 | ) | | | — | |
| | SUBTOTAL | | | | | | | | | | | | | | | 1,365,327 | | | | | | 1,365,327 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Consolidated Debt | | | | | | | | | | | | | | | | $ | 3,543,163 | | (3) | | $ | 2,695,888 | | | $ | 847,275 | |
Weighted-average interest rate | | | | | | | | | | | | | | | | | 5.02 | % | | | | | 5.35 | % | | | 3.98 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Plus CBL's Share Of Unconsolidated Affiliates' Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes at Atlanta - Phase II | | Woodstock, GA | | | | | | Feb-20 | | | | | 4.26 | % | | $ | 4,443 | | | | | $ | — | | | $ | 4,443 | |
The Outlet Shoppes of the Bluegrass - Phase II | | Simpsonville, KY | | | | | | Jul-20 | | | | | 4.19 | % | | | 9,242 | | | | | | — | | | | 9,242 | |
Ambassador Town Center Infrastructure Improvements | | Lafayette, LA | | | | | | Aug-20 | | | | | 3.74 | % | | | 10,050 | | | (4 | ) | | 10,050 | | | | — | |
Shoppes at Eagle Point Cookeville | | Cookeville, TN | | | | | | Oct-20 | | Oct-22 | | | 4.53 | % | | | 17,594 | | | | | | — | | | | 17,594 | |
Hammock Landing - Phase I | | West Melbourne, FL | | | | | | Feb-21 | | Feb-23 | | | 3.94 | % | | | 19,904 | | | | | | — | | | | 19,904 | |
Hammock Landing - Phase II | | West Melbourne, FL | | | | | | Feb-21 | | Feb-23 | | | 3.94 | % | | | 7,824 | | | | | | — | | | | 7,824 | |
The Pavilion at Port Orange | | Port Orange, FL | | | | | | Feb-21 | | Feb-23 | | | 3.94 | % | | | 27,035 | | | | | | — | | | | 27,035 | |
Springs at Port Orange | | Port Orange, FL | | | | | | Dec-21 | | | | | 4.04 | % | | | 9,168 | | | | | | — | | | | 9,168 | |
York Town Center | | York, PA | | | | | | Feb-22 | | | | | 4.90 | % | | | 15,334 | | | | | | 15,334 | | | | — | |
York Town Center - Pier 1 | | York, PA | | | | | | Feb-22 | | | | | 4.45 | % | | | 598 | | | | | | — | | | | 598 | |
Eastgate Mall - Self-Storage Development | | Cincinnati, OH | | | | | | Dec-22 | | | | | 4.45 | % | | | 3,110 | | | | | | — | | | | 3,110 | |
West County Center | | Des Peres, MO | | | | | | Dec-22 | | | | | 3.40 | % | | | 87,384 | | | | | | 87,384 | | | | — | |
Friendly Shopping Center | | Greensboro, NC | | | | | | Apr-23 | | | | | 3.48 | % | | | 46,299 | | | | | | 46,299 | | | | — | |
Mid Rivers Self Storage | | St. Peters, MO | | | | | | Apr-23 | | | | | 4.46 | % | | | 2,802 | | | | | | — | | | | 2,802 | |
The Shops at Friendly Center | | Greensboro, NC | | | | | | Apr-23 | | | | | 3.34 | % | | | 30,000 | | | | | | 30,000 | | | | — | |
Ambassador Town Center | | Lafayette, LA | | | | | | Jun-23 | | | | | 3.22 | % | | | 28,355 | | (5) | | | 28,355 | | | | — | |
The Outlet Shoppes at Atlanta | | Woodstock, GA | | | | | | Nov-23 | | | | | 4.90 | % | | | 35,846 | | | | | | 35,846 | | | | — | |
Parkdale Self Storage | | Beaumont, TX | | | | | | Jul-24 | | | | | 5.25 | % | | | 2,688 | | | | | | — | | | | 2,688 | |
Coastal Grand | | Myrtle Beach, SC | | | | | | Aug-24 | | | | | 4.09 | % | | | 54,014 | | | | | | 54,014 | | | | — | |
Coastal Grand Outparcel | | Myrtle Beach, SC | | | | | | Aug-24 | | | | | 4.09 | % | | | 2,606 | | | | | | 2,606 | | | | — | |
The Outlet Shoppes of the Bluegrass | | Simpsonville, KY | | | | | | Dec-24 | | | | | 4.05 | % | | | 35,074 | | | | | | 35,074 | | | | — | |
Oak Park Mall | | Overland Park, KS | | | | | | Oct-25 | | | | | 3.97 | % | | | 132,582 | | | | | | 132,582 | | | | — | |
Fremaux Town Center - Phase I | | Slidell, LA | | | | | | Jun-26 | | | | | 3.70 | % | | | 43,225 | | | | | | 43,225 | | | | — | |
CoolSprings Galleria | | Nashville, TN | | | | | | May-28 | | | | | 4.84 | % | | | 75,610 | | | | | | 75,610 | | | | — | |
The Outlet Shoppes at El Paso | | El Paso, TX | | | | | | Oct-28 | | | | | 5.10 | % | | | 36,864 | | | | | | 36,864 | | | | — | |
| | SUBTOTAL | | | | | | | | | | | | | | | 737,651 | | (3) | | | 633,243 | | | | 104,408 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Less Noncontrolling Interests' Share Of Consolidated Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hamilton Crossing & Expansion | | Chattanooga, TN | | | 8 | % | | Apr-21 | | | | | 5.99 | % | | | (682 | ) | | | | | (682 | ) | | | — | |
CBL Center | | Chattanooga, TN | | | 8 | % | | Jun-22 | | | | | 5.00 | % | | | (1,360 | ) | | | | | (1,360 | ) | | | — | |
The Outlet Shoppes at Gettysburg | | Gettysburg, PA | | | 50 | % | | Oct-25 | | | | | 4.80 | % | | | (18,570 | ) | | | | | (18,570 | ) | | | — | |
Hamilton Place | | Chattanooga, TN | | | 10 | % | | Jun-26 | | | | | 4.36 | % | | | (10,046 | ) | | | | | (10,046 | ) | | | — | |
| | | | | | | | | | | | | | | | | (30,658 | ) | (3) | | | (30,658 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
20
Property | | Location | | Non- controlling Interest % | | | Original Maturity Date | | Optional Extended Maturity Date | | Interest Rate | | | Balance | | | | | Balance | |
| | | | | | | | | | | | | | | | | | | | | | Fixed | | | Variable | |
Company's Share Of Consolidated And Unconsolidated Debt | | | | | | | | | | | | | | | | $ | 4,250,156 | | (3) | | $ | 3,298,473 | | | $ | 951,683 | |
Weighted-average interest rate | | | | | | | | | | | | | | | | | 4.85 | % | | | | | 5.10 | % | | | 4.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Debt of Unconsolidated Affiliates: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes at Atlanta - Phase II | | Woodstock, GA | | | | | | Feb-20 | | | | | 4.26 | % | | $ | 4,443 | | | | | $ | — | | | $ | 4,443 | |
The Outlet Shoppes of the Bluegrass - Phase II | | Simpsonville, KY | | | | | | Jul-20 | | | | | 4.19 | % | | | 9,242 | | | | | | — | | | | 9,242 | |
Ambassador Town Center Infrastructure Improvements | | Lafayette, LA | | | | | | Aug-20 | | | | | 3.74 | % | | | 10,050 | | | (4 | ) | | 10,050 | | | | — | |
The Shoppes at Eagle Point | | Cookeville, TN | | | | | | Oct-20 | | Oct-22 | | | 4.53 | % | | | 35,189 | | | | | | — | | | | 35,189 | |
Hammock Landing - Phase I | | West Melbourne, FL | | | | | | Feb-21 | | Feb-23 | | | 3.94 | % | | | 39,807 | | | | | | — | | | | 39,807 | |
Hammock Landing - Phase II | | West Melbourne, FL | | | | | | Feb-21 | | Feb-23 | | | 3.94 | % | | | 15,647 | | | | | | — | | | | 15,647 | |
The Pavilion at Port Orange | | Port Orange, FL | | | | | | Feb-21 | | Feb-23 | | | 3.94 | % | | | 54,071 | | | | | | — | | | | 54,071 | |
Springs at Port Orange | | Port Orange, FL | | | | | | Dec-21 | | | | | 4.04 | % | | | 21,077 | | | | | | — | | | | 21,077 | |
York Town Center | | York, PA | | | | | | Feb-22 | | | | | 4.90 | % | | | 30,668 | | | | | | 30,668 | | | | — | |
York Town Center - Pier 1 | | York, PA | | | | | | Feb-22 | | | | | 4.45 | % | | | 1,196 | | | | | | — | | | | 1,196 | |
EastGate Mall Self Storage | | Cincinnati, OH | | | | | | Dec-22 | | | | | 4.45 | % | | | 6,219 | | | | | | — | | | | 6,219 | |
West County Center | | Des Peres, MO | | | | | | Dec-22 | | | | | 3.40 | % | | | 174,767 | | | | | | 174,767 | | | | — | |
Friendly Shopping Center | | Greensboro, NC | | | | | | Apr-23 | | | | | 3.48 | % | | | 92,599 | | | | | | 92,599 | | | | — | |
Mid Rivers Mall Self Storage | | St. Peters, MO | | | | | | Apr-23 | | | | | 4.46 | % | | | 5,604 | | | | | | — | | | | 5,604 | |
The Shops at Friendly Center | | Greensboro, NC | | | | | | Apr-23 | | | | | 3.34 | % | | | 60,000 | | | | | | 60,000 | | | | — | |
Ambassador Town Center | | Lafayette, LA | | | | | | Jun-23 | | | | | 3.22 | % | | | 43,623 | | (5) | | | 43,623 | | | | — | |
The Outlet Shoppes at Atlanta | | Woodstock, GA | | | | | | Nov-23 | | | | | 4.90 | % | | | 71,692 | | | | | | 71,692 | | | | — | |
Parkdale Self Storage | | Beaumont, TX | | | | | | Jul-24 | | | | | 5.25 | % | | | 2,688 | | | | | | — | | | | 2,688 | |
Coastal Grand | | Myrtle Beach, SC | | | | | | Aug-24 | | | | | 4.09 | % | | | 108,028 | | | | | | 108,028 | | | | — | |
Coastal Grand Outparcel | | Myrtle Beach, SC | | | | | | Aug-24 | | | | | 4.09 | % | | | 5,213 | | | | | | 5,213 | | | | — | |
The Outlet Shoppes of the Bluegrass | | Simpsonville, KY | | | | | | Dec-24 | | | | | 4.05 | % | | | 70,148 | | | | | | 70,148 | | | | — | |
Oak Park Mall | | Overland Park, KS | | | | | | Oct-25 | | | | | 3.97 | % | | | 265,164 | | | | �� | | 265,164 | | | | — | |
Fremaux Town Center - Phase I | | Slidell, LA | | | | | | Jun-26 | | | | | 3.70 | % | | | 66,501 | | | | | | 66,501 | | | | — | |
CoolSprings Galleria | | Nashville, TN | | | | | | May-28 | | | | | 4.84 | % | | | 151,220 | | | | | | 151,220 | | | | — | |
The Outlet Shoppes at El Paso | | El Paso, TX | | | | | | Oct-28 | | | | | 5.10 | % | | | 73,727 | | | | | | 73,727 | | | | — | |
| | | | | | | | | | | | | | | | $ | 1,418,583 | | | | | $ | 1,223,400 | | | $ | 195,183 | |
Weighted-average interest rate | | | | | | | | | | | | | | | | | 4.06 | % | | | | | 4.05 | % | | | 4.13 | % |
(1) | The loan is in default. The Company is in discussion with the lender. |
(2) | Subsequent to December 31, 2019, the Company utilized its secured credit facility to retire this loan. |
(3) | See page 14 for unamortized deferred financing costs. |
(4) | The joint venture has an interest rate swap on a notional amount of $10,050, 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. |
(5) | The joint venture has an interest rate swap on a notional amount of $43,623, 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. |
21
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands)
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
Year | | Consolidated Debt | | | CBL's Share of Unconsolidated Affiliates' Debt | | | Noncontrolling Interests' Share of Consolidated Debt | | | CBL's Share of Consolidated and Unconsolidated Debt | | | % of Total | | | Weighted Average Interest Rate | |
2019 (1) | | $ | 92,186 | | | $ | — | | | $ | — | | | $ | 92,186 | | | | 2.17 | % | | | 5.54 | % |
2020 | | | 149,671 | | | | 23,735 | | | | — | | | | 173,406 | | | | 4.08 | % | | | 5.97 | % |
2021 | | | 492,366 | | | | 9,168 | | | | (682 | ) | | | 500,852 | | | | 11.78 | % | | | 5.47 | % |
2022 | | | 481,465 | | | | 124,019 | | | | (1,360 | ) | | | 604,124 | | | | 14.21 | % | | | 4.63 | % |
2023 | | | 1,225,925 | | | | 198,066 | | | | — | | | | 1,423,991 | | | | 33.50 | % | | | 4.34 | % |
2024 | | | 348,626 | | | | 94,382 | | | | — | | | | 443,008 | | | | 10.42 | % | | | 4.49 | % |
2025 | | | 37,140 | | | | 132,582 | | | | (18,570 | ) | | | 151,152 | | | | 3.56 | % | | | 4.07 | % |
2026 | | | 725,457 | | | | 43,225 | | | | (10,046 | ) | | | 758,636 | | | | 17.85 | % | | | 5.63 | % |
2028 | | | — | | | | 112,474 | | | | — | | | | 112,474 | | | | 2.65 | % | | | 4.93 | % |
Face Amount of Debt | | | 3,552,836 | | | | 737,651 | | | | (30,658 | ) | | | 4,259,829 | | | | 100.23 | % | | | 4.85 | % |
Discounts | | | (9,673 | ) | | | — | | | | — | | | | (9,673 | ) | | | (0.23 | )% | | | — | % |
Total | | $ | 3,543,163 | | | $ | 737,651 | | | $ | (30,658 | ) | | $ | 4,250,156 | | | | 100.00 | % | | | 4.85 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Based on Original Maturity Dates: | | | | | | | | | | | | | | | | | | | | | | | | |
Year | | Consolidated Debt | | | CBL's Share of Unconsolidated Affiliates' Debt | | | Noncontrolling Interests' Share of Consolidated Debt | | | CBL's Share of Consolidated and Unconsolidated Debt | | | % of Total | | | Weighted Average Interest Rate | |
2019 (1) | | $ | 92,186 | | | $ | — | | | $ | — | | | $ | 92,186 | | | | 2.17 | % | | | 5.54 | % |
2020 | | | 149,671 | | | | 41,329 | | | | — | | | | 191,000 | | | | 4.49 | % | | | 5.84 | % |
2021 | | | 521,766 | | | | 63,931 | | | | (682 | ) | | | 585,015 | | | | 13.76 | % | | | 5.28 | % |
2022 | | | 452,065 | | | | 106,425 | | | | (1,360 | ) | | | 557,130 | | | | 13.11 | % | | | 4.63 | % |
2023 | | | 1,225,925 | | | | 143,303 | | | | — | | | | 1,369,228 | | | | 32.22 | % | | | 4.35 | % |
2024 | | | 348,626 | | | | 94,382 | | | | — | | | | 443,008 | | | | 10.42 | % | | | 4.49 | % |
2025 | | | 37,140 | | | | 132,582 | | | | (18,570 | ) | | | 151,152 | | | | 3.56 | % | | | 4.07 | % |
2026 | | | 725,457 | | | | 43,225 | | | | (10,046 | ) | | | 758,636 | | | | 17.85 | % | | | 5.63 | % |
2028 | | | — | | | | 112,474 | | | | — | | | | 112,474 | | | | 2.65 | % | | | 4.93 | % |
Face Amount of Debt | | | 3,552,836 | | | | 737,651 | | | | (30,658 | ) | | | 4,259,829 | | | | 100.23 | % | | | 4.85 | % |
Discounts | | | (9,673 | ) | | | — | | | | — | | | | (9,673 | ) | | | (0.23 | )% | | | — | % |
Total | | $ | 3,543,163 | | | $ | 737,651 | | | $ | (30,658 | ) | | $ | 4,250,156 | | | | 100.00 | % | | | 4.85 | % |
(1) | Represents two non-recourse loans that are in default. |
22
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Debt Covenant Compliance Ratios (1) | | Required | | Actual | |
Total debt to total assets | | < 60% | | | | 51 | % |
Secured debt to total assets | | < 40% | (2) | | | 32 | % |
Total unencumbered assets to unsecured debt | | > 150% | | | | 172 | % |
Consolidated income available for debt service to annual debt service charge | | > 1.5x | | | | 2.3 | x |
(1) | The debt covenant compliance ratios for the secured line of credit, the secured term loan and the senior unsecured notes are defined and computed on the same basis. |
(2) | Secured debt to total assets must be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to 40%. |
23
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Unencumbered Consolidated Portfolio Statistics
| | Sales Per Square Foot for the Year Ended (1) (2) | | | Occupancy (2) | | | % of Consolidated Unencumbered NOI for the Year Ended | | | | |
| | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | (3 | ) |
Unencumbered consolidated Properties: | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 Malls | | $ | 382 | | | $ | 368 | | | | 88.6 | % | | | 88.4 | % | | | 16.3 | % | | (4 | ) |
Tier 2 Malls | | | 330 | | | | 329 | | | | 84.9 | % | | | 87.5 | % | | | 32.4 | % | | | |
Tier 3 Malls | | | 278 | | | | 280 | | | | 86.9 | % | | | 92.2 | % | | | 30.5 | % | | | |
Total Malls | | | 312 | | | | 311 | | | | 86.4 | % | | | 90.0 | % | | | 79.2 | % | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Associated Centers | | N/A | | | N/A | | | | 96.0 | % | | | 97.2 | % | | | 15.6 | % | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Community Centers | | N/A | | | N/A | | | | 96.8 | % | | | 99.0 | % | | | 5.0 | % | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Office Buildings & Other | | N/A | | | N/A | | | | 100.0 | % | | | 93.6 | % | | | 0.2 | % | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Unencumbered Consolidated Portfolio | | $ | 312 | | | $ | 311 | | | | 90.1 | % | | | 92.8 | % | | | 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 27.4% of total consolidated NOI of $501,171,170 (which excludes NOI related to dispositions) for the year ended December 31, 2019. |
(4) | NOI is derived from unencumbered Tier One Malls as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been redeveloped. |
24
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Mall Portfolio Statistics
TIER 1 Sales ≥ $375 per square foot | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Location | | Total Center SF (1) | | | Sales Per Square Foot for the Twelve Months Ended (2) | | | Mall Occupancy | | | % of Total Mall NOI for the Year Ended | | | | |
| | | | | | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | (3 | ) |
Coastal Grand | | Myrtle Beach, SC | | | 1,037,498 | | | | | | | | | | | | | | | | | | | | | | | | |
CoolSprings Galleria | | Nashville, TN | | | 1,166,203 | | | | | | | | | | | | | | | | | | | | | | | | |
Cross Creek Mall | | Fayetteville, NC | | | 764,239 | | | | | | | | | | | | | | | | | | | | | | | | |
Fayette Mall | | Lexington, KY | | | 1,158,534 | | | | | | | | | | | | | | | | | | | | | | | | |
Friendly Center and The Shops at Friendly | | Greensboro, NC | | | 1,368,167 | | | | | | | | | | | | | | | | | | | | | | | | |
Hamilton Place | | Chattanooga, TN | | | 1,160,596 | | | | | | | | | | | | | | | | | | | | | | | | |
Hanes Mall | | Winston-Salem, NC | | | 1,435,209 | | | | | | | | | | | | | | | | | | | | | | | | |
Imperial Valley | | El Centro, CA | | | 762,695 | | | | | | | | | | | | | | | | | | | | | | | | |
Jefferson Mall | | Louisville, KY | | | 783,639 | | | | | | | | | | | | | | | | | | | | | | | | |
Mall del Norte | | Laredo, TX | | | 1,219,236 | | | | | | | | | | | | | | | | | | | | | | | | |
Northwoods Mall | | North Charleston, SC | | | 748,269 | | | | | | | | | | | | | | | | | | | | | | | | |
Oak Park Mall | | Overland Park, KS | | | 1,518,266 | | | | | | | | | | | | | | | | | | | | | | | | |
Old Hickory Mall | | Jackson, TN | | | 547,099 | | | | | | | | | | | | | | | | | | | | | | | | |
Parkway Place | | Huntsville, AL | | | 647,804 | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes at Atlanta | | Woodstock, GA | | | 404,906 | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes at El Paso | | El Paso, TX | | | 433,047 | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes of the Bluegrass | | Simpsonville, KY | | | 428,072 | | | | | | | | | | | | | | | | | | | | | | | | |
Richland Mall | | Waco, TX | | | 693,450 | | | | | | | | | | | | | | | | | | | | | | | | |
Southpark Mall | | Colonial Heights, VA | | | 675,640 | | | | | | | | | | | | | | | | | | | | | | | | |
St. Clair Square | | Fairview Heights, IL | | | 1,067,611 | | | | | | | | | | | | | | | | | | | | | | | | |
Sunrise Mall | | Brownsville, TX | | | 799,397 | | | | | | | | | | | | | | | | | | | | | | | | |
West County Center | | Des Peres, MO | | | 1,196,804 | | | | | | | | | | | | | | | | | | | | | | | | |
Total Tier 1 Malls | | | | | 20,016,381 | | | $ | 463 | | | $ | 447 | | | | 93.2 | % | | | 94.8 | % | | | 44.5 | % | | | |
25
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
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 Twelve Months Ended (2) | | | Mall Occupancy | | | % of Total Mall NOI for the Year Ended | | | | |
| | | | | | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | (3 | ) |
Arbor Place | | Atlanta (Douglasville), GA | | | 1,162,064 | | | | | | | | | | | | | | | | | | | | | | | | |
Asheville Mall | | Asheville, NC | | | 973,367 | | | | | | | | | | | | | | | | | | | | | | | | |
Dakota Square Mall | | Minot, ND | | | 757,509 | | | | | | | | | | | | | | | | | | | | | | | | |
East Towne Mall | | Madison, WI | | | 801,248 | | | | | | | | | | | | | | | | | | | | | | | | |
EastGate Mall | | Cincinnati, OH | | | 837,550 | | | | | | | | | | | | | | | | | | | | | | | | |
Frontier Mall | | Cheyenne, WY | | | 520,276 | | | | | | | | | | | | | | | | | | | | | | | | |
Governor's Square | | Clarksville, TN | | | 685,549 | | | | | | | | | | | | | | | | | | | | | | | | |
Harford Mall | | Bel Air, MD | | | 503,774 | | | | | | | | | | | | | | | | | | | | | | | | |
Kirkwood Mall | | Bismarck, ND | | | 815,445 | | | | | | | | | | | | | | | | | | | | | | | | |
Layton Hills Mall | | Layton, UT | | | 482,116 | | | | | | | | | | | | | | | | | | | | | | | | |
Mayfaire Town Center | | Wilmington, NC | | | 650,766 | | | | | | | | | | | | | | | | | | | | | | | | |
Northpark Mall | | Joplin, MO | | | 896,040 | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes at Laredo (4) | | Laredo, TX | | | 358,122 | | | | | | | | | | | | | | | | | | | | | | | | |
Park Plaza | | Little Rock, AR | | | 543,033 | | | | | | | | | | | | | | | | | | | | | | | | |
Parkdale Mall | | Beaumont, TX | | | 1,151,375 | | | | | | | | | | | | | | | | | | | | | | | | |
Pearland Town Center | | Pearland, TX | | | 711,787 | | | | | | | | | | | | | | | | | | | | | | | | |
Post Oak Mall | | College Station, TX | | | 788,165 | | | | | | | | | | | | | | | | | | | | | | | | |
South County Center | | St. Louis, MO | | | 1,028,623 | | | | | | | | | | | | | | | | | | | | | | | | |
Southaven Towne Center | | Southaven, MS | | | 607,523 | | | | | | | | | | | | | | | | | | | | | | | | |
Turtle Creek Mall | | Hattiesburg, MS | | | 844,977 | | | | | | | | | | | | | | | | | | | | | | | | |
Valley View Mall | | Roanoke, VA | | | 863,443 | | | | | | | | | | | | | | | | | | | | | | | | |
Volusia Mall | | Daytona Beach, FL | | | 1,060,279 | | | | | | | | | | | | | | | | | | | | | | | | |
West Towne Mall | | Madison, WI | | | 829,715 | | | | | | | | | | | | | | | | | | | | | | | | |
WestGate Mall | | Spartanburg, SC | | | 950,777 | | | | | | | | | | | | | | | | | | | | | | | | |
Westmoreland Mall | | Greensburg, PA | | | 976,689 | | | | | | | | | | | | | | | | | | | | | | | | |
York Galleria | | York, PA | | | 748,868 | | | | | | | | | | | | | | | | | | | | | | | | |
Total Tier 2 Malls | | | | | 20,549,080 | | | $ | 342 | | | $ | 342 | | | | 89.0 | % | | | 90.3 | % | | | 39.1 | % | | | |
26
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Mall Portfolio Statistics (continued)
TIER 3 Sales < $300 per square foot | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Location | | Total Center SF (1) | | | Sales Per Square Foot for the Twelve Months Ended (2) | | | Mall Occupancy | | | % of Total Mall NOI for the Year Ended | | | | |
| | | | | | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | 12/31/18 | | | 12/31/19 | | | (3 | ) |
Alamance Crossing | | Burlington, NC | | | 904,704 | | | | | | | | | | | | | | | | | | | | | | | | |
Brookfield Square | | Brookfield, WI | | | 864,317 | | | | | | | | | | | | | | | | | | | | | | | | |
Burnsville Center | | Burnsville, MN | | | 1,045,053 | | | | | | | | | | | | | | | | | | | | | | | | |
CherryVale Mall | | Rockford, IL | | | 862,807 | | | | | | | | | | | | | | | | | | | | | | | | |
Eastland Mall | | Bloomington, IL | | | 732,647 | | | | | | | | | | | | | | | | | | | | | | | | |
Kentucky Oaks Mall | | Paducah, KY | | | 717,203 | | | | | | | | | | | | | | | | | | | | | | | | |
Laurel Park Place | | Livonia, MI | | | 491,211 | | | | | | | | | | | | | | | | | | | | | | | | |
Meridian Mall | | Lansing, MI | | | 944,172 | | | | | | | | | | | | | | | | | | | | | | | | |
Mid Rivers Mall | | St. Peters, MO | | | 1,039,834 | | | | | | | | | | | | | | | | | | | | | | | | |
Monroeville Mall | | Pittsburgh, PA | | | 985,069 | | | | | | | | | | | | | | | | | | | | | | | | |
Northgate Mall | | Chattanooga, TN | | | 660,786 | | | | | | | | | | | | | | | | | | | | | | | | |
The Outlet Shoppes at Gettysburg | | Gettysburg, PA | | | 249,937 | | | | | | | | | | | | | | | | | | | | | | | | |
Stroud Mall | | Stroudsburg, PA | | | 414,441 | | | | | | | | | | | | | | | | | | | | | | | | |
Total Tier 3 Malls | | | | | 9,912,181 | | | $ | 276 | | | $ | 277 | | | | 84.5 | % | | | 88.9 | % | | | 14.5 | % | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Mall Portfolio | | | | | 50,477,642 | | | $ | 386 | | | $ | 379 | | | | 89.8 | % | | | 91.9 | % | | | 98.1 | % | | | |
Excluded Malls (5) | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Category | | Location | | Total Center SF (1) | | | Sales Per Square Foot for the Twelve Months Ended (2) | | Mall Occupancy | | % of Total Mall NOI for the Year Ended | | | | |
| | | | | | | | | | 12/31/19 | | 12/31/18 | | 12/31/19 | | 12/31/18 | | 12/31/19 | | | (3 | ) |
Lender Malls: | | | | | | | | | | | | | | | | | | | | | | | |
Greenbrier Mall | | Lender | | Chesapeake, VA | | | 897,036 | | | | | | | | | | | | | | | | |
Hickory Point Mall | | Lender | | Forsyth, IL | | | 727,848 | | | | | | | | | | | | | | | | |
Total Excluded Malls | | | | | | | 1,624,884 | | | N/A | | N/A | | N/A | | N/A | | | 1.9 | % | | | |
(1) | Total Center Square Footage includes square footage of shops, owned and leased adjacent junior anchors and anchor locations and leased freestanding locations immediately adjacent to the center. |
(2) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. |
(3) | Based on total mall NOI of $520,657,915 for the malls listed in the table above for the twelve months ended December 31, 2019. |
(4) | The Outlet Shoppes at Laredo is a non-stabilized mall and is excluded from Sales Per Square Foot. |
(5) | Excluded Malls represent Lender Malls, for which operational metrics are excluded, and are malls which we are working or intend to work with the lender on the terms of the loan secured by the related property, or after attempting a restructure, we have determined that the property no longer meets our criteria for long-term investment. |
27
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
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) | | | 669,068 | | | $ | 35.64 | | | $ | 31.32 | | | | (12.1 | )% | | $ | 31.69 | | | | (11.1 | )% |
Stabilized Malls | | | 643,605 | | | | 35.97 | | | | 31.28 | | | | (13.0 | )% | | | 31.61 | | | | (12.1 | )% |
New leases | | | 137,009 | | | | 24.64 | | | | 25.74 | | | | 4.5 | % | | | 26.81 | | | | 8.8 | % |
Renewal leases | | | 506,596 | | | | 39.03 | | | | 32.78 | | | | (16.0 | )% | | | 32.91 | | | | (15.7 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Year-to-Date: | | | | | | | | | | | | | | | | | | | | | | | | |
All Property Types (1) | | | 2,075,440 | | | $ | 36.75 | | | $ | 33.30 | | | | (9.4 | )% | | $ | 33.81 | | | | (8.0 | )% |
Stabilized Malls | | | 1,922,548 | | | | 37.45 | | | | 33.76 | | | | (9.9 | )% | | | 34.25 | | | | (8.6 | )% |
New leases | | | 295,391 | | | | 35.02 | | | | 36.28 | | | | 3.6 | % | | | 38.21 | | | | 9.1 | % |
Renewal leases | | | 1,627,157 | | | | 37.90 | | | | 33.30 | | | | (12.1 | )% | | | 33.53 | | | | (11.5 | )% |
| | | | | | 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: | | | | | | | | 2019 | | | 2018 | |
Operating portfolio: | | | | | | Same-center stabilized malls | | $ | 31.85 | | | $ | 32.64 | |
New leases | | | 286,230 | | | Stabilized malls | | | 31.95 | | | | 32.59 | |
Renewal leases | | | 875,987 | | | Non-stabilized malls (4) | | | 24.25 | | | | 25.02 | |
Development portfolio: | | | | | | Associated centers | | | 13.84 | | | | 13.82 | |
New leases | | | 101,074 | | | Community centers | | | 17.04 | | | | 16.72 | |
Total leased | | | 1,263,291 | | | Office buildings | | | 19.04 | | | | 17.22 | |
Year-to-Date: | | | | | | | | | | | | | | |
Operating Portfolio: | | | | | | | | | | | | | | |
New leases | | | 1,054,336 | | | | | | | | | | | |
Renewal leases | | | 2,502,001 | | | | | | | | | | | |
Development Portfolio: | | | | | | | | | | | | | | |
New leases | | | 306,688 | | | | | | | | | | | |
Total leased | | | 3,863,025 | | | | | | | | | | | |
(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, 2019, including the impact of any rent concessions. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size. |
(4) | Includes The Outlet Shoppes at Laredo as of December 31, 2019 and December 31, 2018. |
28
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Year Ended December 31, 2019 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 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New | | | 106 | | | | 222,063 | | | | 7.22 | | | $ | 42.86 | | | $ | 45.21 | | | $ | 44.07 | | | $ | (1.21 | ) | | | (2.7 | )% | | $ | 1.14 | | | | 2.6 | % |
Renewal | | | 539 | | | | 1,656,150 | | | | 2.72 | | | | 31.43 | | | | 31.65 | | | | 35.98 | | | | (4.55 | ) | | | (12.6 | )% | | | (4.33 | ) | | | (12.0 | )% |
Commencement 2019 Total | | | 645 | | | | 1,878,213 | | | | 3.46 | | | | 32.78 | | | | 33.26 | | | | 36.94 | | | | (4.16 | ) | | | (11.3 | )% | | | (3.68 | ) | | | (10.0 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commencement 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New | | | 48 | | | | 173,023 | | | | 7.55 | | | | 28.88 | | | | 30.41 | | | | 24.92 | | | | 3.96 | | | | 15.9 | % | | | 5.49 | | | | 22.0 | % |
Renewal | | | 217 | | | | 667,644 | | | | 2.73 | | | | 30.06 | | | | 30.37 | | | | 34.50 | | | | (4.44 | ) | | | (12.9 | )% | | | (4.13 | ) | | | (12.0 | )% |
Commencement 2020 Total | | | 265 | | | | 840,667 | | | | 3.60 | | | | 29.81 | | | | 30.38 | | | | 32.53 | | | | (2.72 | ) | | | (8.4 | )% | | | (2.15 | ) | | | (6.6 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total 2019/2020 | | | 910 | | | | 2,718,880 | | | | 3.50 | | | $ | 31.86 | | | $ | 32.37 | | | $ | 35.57 | | | $ | (3.71 | ) | | | (10.4 | )% | | $ | (3.20 | ) | | | (9.0 | )% |
29
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Top 25 Tenants Based On Percentage Of Total Annualized Revenues
| | Tenant | | Number of Stores | | | Square Feet | | | Percentage of Total Revenues (1) | |
1 | | L Brands, Inc. (2) | | | 128 | | | | 763,091 | | | | 4.25 | % |
2 | | Signet Jewelers Limited (3) | | | 156 | | | | 227,731 | | | | 2.87 | % |
3 | | Foot Locker, Inc. | | | 109 | | | | 510,740 | | | | 2.78 | % |
4 | | AE Outfitters Retail Company | | | 66 | | | | 414,111 | | | | 2.18 | % |
5 | | Dick's Sporting Goods, Inc. (4) | | | 25 | | | | 1,396,850 | | | | 1.68 | % |
6 | | Ascena Retail Group, Inc. (5) | | | 114 | | | | 544,193 | | | | 1.52 | % |
7 | | H & M | | | 45 | | | | 956,736 | | | | 1.50 | % |
8 | | Genesco, Inc. (6) | | | 103 | | | | 198,305 | | | | 1.47 | % |
9 | | The Gap, Inc. | | | 58 | | | | 662,339 | | | | 1.42 | % |
10 | | Luxottica Group, S.P.A. (7) | | | 101 | | | | 230,634 | | | | 1.31 | % |
11 | | Finish Line, Inc. | | | 43 | | | | 224,603 | | | | 1.21 | % |
12 | | Express Fashions | | | 39 | | | | 321,142 | | | | 1.19 | % |
13 | | The Buckle, Inc. | | | 43 | | | | 223,308 | | | | 1.12 | % |
14 | | Forever 21 Retail, Inc. | | | 19 | | | | 353,805 | | | | 1.01 | % |
15 | | Abercrombie & Fitch, Co. | | | 42 | | | | 276,693 | | | | 1.00 | % |
16 | | JC Penney Company, Inc. (8) | | | 47 | | | | 5,695,980 | | | | 0.95 | % |
17 | | Cinemark | | | 9 | | | | 467,190 | | | | 0.91 | % |
18 | | Barnes & Noble Inc. | | | 17 | | | | 521,273 | | | | 0.89 | % |
19 | | Shoe Show, Inc. | | | 40 | | | | 501,248 | | | | 0.87 | % |
20 | | Hot Topic, Inc. | | | 99 | | | | 229,918 | | | | 0.87 | % |
21 | | The Children's Place Retail Stores, Inc. | | | 41 | | | | 181,032 | | | | 0.76 | % |
22 | | Claire's Stores, Inc. | | | 79 | | | | 99,647 | | | | 0.73 | % |
23 | | PSEB Group (9) | | | 38 | | | | 182,860 | | | | 0.69 | % |
24 | | Ulta | | | 26 | | | | 268,697 | | | | 0.69 | % |
25 | | Macy's Inc. (10) | | | 31 | | | | 4,536,623 | | | | 0.66 | % |
| | | | | 1,518 | | | | 19,988,749 | | | | 34.53 | % |
(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, Jared Jewelers, JB Robinson, Kay Jewelers, LeRoy's Jewelers, Marks & Morgan, Osterman's Jewelers, Peoples, Piercing Pagoda, Rogers Jewelers, Shaw's Jewelers, Ultra Diamonds and Zales. |
(4) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Field & Stream and Golf Galaxy. |
(5) | Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Lane Bryant, LOFT and Lou & Grey. Ascena closed all Dress Barn stores as of December 31, 2019. |
(6) | Genesco Inc. operates Clubhouse, Hat Shack, Hat Zone, Johnston & Murphy, Journey's, Shi by Journey's and Underground by Journeys. Genesco sold all Lids, Lids Locker Room and Lids Sports Group stores in February 2019. |
(7) | Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. |
(8) | JC Penney Company, Inc. owns 29 of these stores. |
(9) | PSEB Group operates Eddie Bauer and PacSun. |
(10) | Macy's, Inc. owns 20 of these stores |
30
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2019
Capital Expenditures
(In thousands)
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Tenant allowances (1) | | $ | 14,494 | | | $ | 5,163 | | | $ | 36,325 | | | $ | 40,362 | |
Renovations (2) | | | — | | | | 400 | | | | — | | | | 963 | |
Deferred maintenance: (3) | | | | | | | | | | | | | | | | |
Parking lot and parking lot lighting | | | 3,694 | | | | 609 | | | | 4,223 | | | | 1,480 | |
Roof repairs and replacements | | | 1,030 | | | | 647 | | | | 5,787 | | | | 4,341 | |
Other capital expenditures | | | 5,628 | | | | 7,722 | | | | 20,722 | | | | 22,757 | |
Total deferred maintenance expenditures | | | 10,352 | | | | 8,978 | | | | 30,732 | | | | 28,578 | |
Total capital expenditures | | $ | 24,846 | | | $ | 14,541 | | | $ | 67,057 | | | $ | 69,903 | |
(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)
| | 2019 | | | 2018 | |
Quarter ended: | | | | | | | | |
March 31, | | $ | 565 | | | $ | 1,810 | |
June 30, | | | 444 | | | | 636 | |
September 30, | | | 790 | | | | 689 | |
December 31, | | | 498 | | | | 983 | |
| | $ | 2,297 | | | $ | 4,118 | |
31
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Properties Opened During the Year Ended December 31, 2019
(Dollars in thousands)
| | | | | | | | | | | | CBL's Share of | | | | | | | |
Property | | Location | | CBL Ownership Interest | | | Total Project Square Feet | | | Total Cost (1) | | | Cost to Date (2) | | | 2019 Cost | | | Opening Date | | Initial Unleveraged Yield | |
Outparcel Development: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mid Rivers Mall - CubeSmart Self-storage (3) | | St. Peters, MO | | | 50 | % | | | 93,540 | | | $ | 4,122 | | | $ | 3,646 | | | $ | 973 | | | Jan-19 | | | 9.0 | % |
(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 upon stabilization. |
Redevelopments Completed During the Year Ended December 31, 2019
(Dollars in thousands)
| | | | | | | | | | | | CBL's Share of | | | | | | | |
Property | | Location | | CBL Ownership Interest | | | Total Project Square Feet | | | Total Cost (1) | | | Cost to Date (2) | | | 2019 Cost | | | Opening Date | | Initial Unleveraged Yield | |
Mall Redevelopments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brookfield Square Sears Redevelopment - (Whirlyball, Movie Tavern by Marcus Theaters) (3) | | Brookfield, WI | | | 100 | % | | | 130,075 | | | $ | 25,233 | | | $ | 21,946 | | | $ | 11,112 | | | Jul/Oct-19 | | | 10.1 | % |
Dakota Square Mall - HomeGoods | | Minot, ND | | | 100 | % | | | 28,406 | | | | 2,478 | | | | 2,293 | | | | 1,315 | | | Apr-19 | | | 14.4 | % |
East Towne Mall - Portillo's | | Madison, WI | | | 100 | % | | | 9,000 | | | | 2,956 | | | | 2,487 | | | | 71 | | | Feb-19 | | | 8.0 | % |
Friendly Center - O2 Fitness | | Greensboro, NC | | | 50 | % | | | 27,048 | | | | 2,285 | | | | 1,843 | | | | 436 | | | Apr-19 | | | 10.3 | % |
Hanes Mall - Dave & Buster's | | Winston-Salem, NC | | | 100 | % | | | 44,922 | | | | 5,932 | | | | 4,559 | | | | 2,413 | | | May-19 | | | 11.0 | % |
Laurel Park Place Carsons Redevelopment - Dunhams | | Livonia, MI | | | 100 | % | | | 45,000 | | | | 3,886 | | | | 3,643 | | | | 3,621 | | | Nov-19 | | | 5.9 | % |
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express) | | Chattanooga, TN | | | 100 | % | | | 10,000 | | | | 1,797 | | | | 530 | | | | 17 | | | Feb-19 | | | 7.6 | % |
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) (3) | | Beaumont, TX | | | 100 | % | | | 86,136 | | | | 20,899 | | | | 16,819 | | | | 10,815 | | | May-19 | | | 6.4 | % |
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner) | | Daytona Beach, FL | | | 100 | % | | | 23,341 | | | | 9,795 | | | | 5,678 | | | | 264 | | | Apr-19 | | | 8.0 | % |
Total Redevelopment Completed | | | | | | | | | 403,928 | | | $ | 75,261 | | | $ | 59,798 | | | $ | 30,064 | | | | | | | |
(1) | Total Cost is presented net of reimbursements to be received. |
(2) | Cost to Date does not reflect reimbursements until they are received. |
(3) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield) and Macy's (Parkdale) buildings in 2017. |
32
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
Properties Under Development at December 31, 2019
(Dollars in thousands)
| | | | | | | | | | | | CBL's Share of | | | | | | | |
Property | | Location | | CBL Ownership Interest | | | Total Project Square Feet | | | Total Cost (1) | | | Cost to Date (2) | | | 2019 Cost | | | Expected Opening Date | | Initial Unleveraged Yield | |
Outparcel Development: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fremaux Town Center - Old Navy | | Slidell, LA | | | 90 | % | | | 12,467 | | | $ | 1,919 | | | $ | 1,454 | | | $ | 1,454 | | | Q2 '20 | | | 9.2 | % |
Hamilton Place - Self Storage (3) | | Chattanooga, TN | | | 60 | % | | | 68,875 | | | | 5,824 | | | | 1,119 | | | | 1,119 | | | Q2 '20 | | | 8.7 | % |
Mayfaire Town Center - First Watch | | Wilmington, NC | | | 100 | % | | | 6,300 | | | | 2,267 | | | | 366 | | | | 366 | | | Q3 '20 | | | 10.1 | % |
Parkdale Mall - Self Storage (3) | | Beaumont, TX | | | 50 | % | | | 69,341 | | | | 4,435 | | | | 2,504 | | | | 2,504 | | | Q1 '20 | | | 10.2 | % |
Pearland Town Center - HCA Offices | | Pearland, TX | | | 100 | % | | | 48,416 | | | | 14,134 | | | | 857 | | | | 857 | | | Q1 '21 | | | 9.5 | % |
| | | | | | | | | 205,399 | | | | 28,579 | | | | 6,300 | | | | 6,300 | | | | | | | |
Mall Redevelopments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CherryVale Mall - Sears Redevelopment (Tilt) | | Rockford, IL | | | 100 | % | | | 114,118 | | | | 3,508 | | | | 2,902 | | | | 2,902 | | | Q1 '20 | | | 8.3 | % |
Coastal Grand - DSG/Golf Galaxy & Flip N' Fly | | Myrtle Beach, SC | | | 50 | % | | | 132,727 | | | | 6,820 | | | | 1,066 | | | | 1,066 | | | Q3 '20 | | | 11.6 | % |
Dakota Square Mall - Herberger's Redevelopment (Ross/shops) | | Minot, ND | | | 100 | % | | | 30,096 | | | | 6,410 | | | | 4,349 | | | | 4,206 | | | Q1 '20 | | | 7.2 | % |
Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Hotel/Office) (4) | | Chattanooga, TN | | | 100 | % | | | 195,166 | | | | 38,715 | | | | 25,856 | | | | 16,249 | | | Q2/Q3 '20 | | | 7.8 | % |
Mall del Norte - Forever 21 Redevelopment (Main Event) | | Laredo, TX | | | 100 | % | | | 81,242 | | | | 10,514 | | | | 5,659 | | | | 5,614 | | | Q3 '19/Q2 '20 | | | 9.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 553,349 | | | | 65,967 | | | | 39,832 | | | | 30,037 | | | | | | | |
Total Properties Under Development | | | | | | | | | 758,748 | | | $ | 94,546 | | | $ | 46,132 | | | $ | 36,337 | | | | | | | |
(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 expected yield upon stabilization. |
(4) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Hamilton Place) building in 2017. |
Shadow Pipeline of Properties Under Development at December 31, 2019
(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 |
Mall Development: | | | | | | | | | | | | | | |
Cross Creek Sears Redevelopment - Dave & Buster's, Restaurants (2)(3) | | Fayetteville, NC | | | 100 | % | | 65,000 - 66,000 | | $17,000 - $18,000 | | 2021 | | 10.0% - 11.0% |
(1) | Total Cost is presented net of reimbursements to be received. |
(2) | Yield is based on expected yield upon stabilization. |
(3) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Cross Creek) building in 2017. |
33
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2019
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, 2019 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Coastal Grand | Myrtle Beach, SC | Open (O) | Owned by Sears. | |
CoolSprings Galleria | Nashville, TN | | Redeveloped in 2015. | |
Cross Creek Mall | Fayetteville, NC | Closed | Executed lease with Dave & Busters. Additional restaurants and users under LOI/OFS. Construction expected to start in 2020. | |
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 | Under Construction | Cheesecake Factory Open. Under Construction with Aloft hotel (opening '21), Dick's Sporting Goods, Dave & Busters (opening '20) and Malone's. | |
Hanes Mall | Winston-Salem, NC | Closed (O) | Owned by 3rd Party. Novant Health, Inc. purchased Sears and Sear TBA for future medical office. | |
Imperial Valley Mall | El Centro, CA | Closed (O) | Owned by Seritage. Hobby Lobby executed. | |
Jefferson Mall | Louisville, KY | Closed | Purchased in Jan 2017 sale-leaseback for future redevelopment. Under negotiation/LOIs with restaurants/sporting goods/other users. | |
Mall del Norte | Laredo, TX | Open (O) | Owned by Sears. | |
Northwoods Mall | North Charleston, SC | | Owned by Seritage. Redeveloped with Burlington. | |
Oak Park Mall | Overland Park, KS | | | |
Old Hickory Mall | Jackson, TN | Closed | Under negotiation with Value Retailer. | |
Parkway Place | Huntsville, AL | | | |
Richland Mall | Waco, TX | Under Construction (O) | Sears sold location to Dillard's in 2018. Dillard's expected to open fall 2020. | |
Southpark Mall | Colonial Heights, VA | Closed | Under negotiation with several prospects. | |
St. Clair Square | Fairview Heights, IL | Closed (O) | Building Owned by Sears. Under negotiation with entertainment user. | |
The Outlet Shoppes at Atlanta | Woodstock, GA | | | |
The Outlet Shoppes at El Paso | El Paso, TX | | | |
The Outlet Shoppes of the Bluegrass | Simpsonville, KY | | | |
Sunrise Mall | Brownsville, TX | Closed (O) | Sears sold to 3rd Party Developer. Entertainment user/fitness user OFS. | |
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TIER 1 Sales ≥ $375 per square foot | | | | |
Property | Location | Sears Status as of December 31, 2019 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
West County Center | Des Peres, MO | | | |
TIER 2 Sales ≥ $300 to < $375 per square foot | | | | |
Property | Location | Sears Status as of December 31, 2019 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Arbor Place | Atlanta (Douglasville), GA | Closing (O) | Owned by Sears. | |
Asheville Mall | Asheville, NC | Closed (O) | Owned by Seritage. Under negotiation/LOI with entertainment users. | |
Dakota Square Mall | Minot, ND | Closed | Under negotiation with several prospects. | Ross Dress For Less opened. |
East Towne Mall | Madison, WI | Open (O) | Owned by Sears. | Owned by Third Party. Under negotiation with non-retail use. |
EastGate Mall | Cincinnati, OH | Closed | Purchased in January 2017 sale-leaseback for future redevelopment. Under negotiation/LOIs with tenants. | |
Frontier Mall | Cheyenne, WY | | Jax Outdoor Gear purchased location (O) and opened November 2019. | |
Governor's Square | Clarksville, TN | Closed | 50/50 Joint Venture Property. Under negotiation/LOIs with tenants. | |
Harford Mall | Bel Air, MD | Closing | Under negotiations with sporting goods and entertainment users. | |
Kirkwood Mall | Bismarck, ND | | | Leases executed with restaurants. Construction expected in 2020. |
Layton Hills Mall | Layton, UT | | | |
Mayfaire Town Center | Wilmington, NC | | | |
Northpark Mall | Joplin, MO | Closing (O) | Building owned by Sears. | |
The Outlet Shoppes at Laredo | Laredo, TX | | | |
Park Plaza | Little Rock, AR | | | |
Parkdale Mall | Beaumont, TX | Closing (O) | Owned by Sears. | |
Pearland Town Center | Pearland, TX | | | |
Post Oak Mall | College Station, TX | Closed (O) | Location purchased from Sears by third party. Conn's HomePlus under construction. Fitness under negotiation. | |
South County Center | St. Louis, MO | Closed | Executed lease with Round1. Construction tbd. Sears still paying rent under ground lease. | |
Southaven Towne Center | Southaven, MS | | | |
Turtle Creek Mall | Hattiesburg, MS | Closed (O) | Owned by Sears. | |
Valley View Mall | Roanoke, VA | Closed (O) | Owned by Sears. Under negotiation with sporting goods/entertainment. | |
Volusia Mall | Daytona Beach, FL | Closed (O) | Sears sold to 3rd Party Developer for redevelopment. | |
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TIER 2 Sales ≥ $300 to < $375 per square foot | | | | |
Property | Location | Sears Status as of December 31, 2019 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
West Towne Mall | Madison, WI | | Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Under negotiation with retailer for remaining space. | Von Maur opening 2021. |
WestGate Mall | Spartanburg, SC | Closed (O) | Owned by Sears. Under negotiation for non-retail use. | |
Westmoreland Mall | Greensburg, PA | Closed (O) | Building owned by Sears. Potential for non-retail. | Stadium Casino under construction. Est. 2020 opening |
York Galleria | York, PA | Under Construction | Under Construction with Hollywood Casino. Est. 2020 opening. | Owned by Third Party. Under negotiation with non-retail use. |
| | | | |
TIER 3 Sales < $300 per square foot | | | | |
Property | Location | Sears Status as of December 31, 2019 (1) | Sears Redevelopment Plans | BonTon Redevelopment Plans |
Alamance Crossing | Burlington, NC | | | |
Brookfield Square | Brookfield, WI | | Grand Opening held 10/19: Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's. Convention center/hotel under construction - est. opening in 2020. | Owned by Third Party. LOI with new use. |
Burnsville Center | Burnsville, MN | Closed (O) | Owned by Seritage. | |
CherryVale Mall | Rockford, IL | Under Construction | Executed lease with Tilt. Est. opening 2020. | Actively leasing. |
Eastland Mall | Bloomington, IL | Closed | Actively leasing. | Actively leasing. |
Kentucky Oaks Mall | Paducah, KY | Under Construction (O) | Owned by Seritage. Burlington and Ross Dress for Less opened. | 50/50 JV asset. HomeGoods and Five Below opened November 2019. |
Laurel Park Place | Livonia, MI | | | Dunham's Sports opened November 2019. |
Meridian Mall | Lansing, MI | | | High Caliber Karts opened fall 2019. Furniture Store under negotiation for Women's store. |
Mid Rivers Mall | St. Peters, MO | Closed (O) | Owned by Sears. | |
Monroeville Mall | Pittsburgh, PA | | | |
Northgate Mall | Chattanooga, TN | Closed (O) | Owned by Sears. | |
The Outlet Shoppes at Gettysburg | Gettysburg, PA | | | |
Stroud Mall | Stroudsburg, PA | | EFO Furniture Outlet Opened February 2020 | Shoprite opened October 2019. |
(1) | Sears boxes owned by the department store or a third party are noted with the following symbol next to the status (O). |
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