Price Graph
Price
Yield
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DELAWARE (CBL & ASSOCIATES PROPERTIES, INC.)
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62-1545718
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DELAWARE (CBL & ASSOCIATES LIMITED PARTNERSHIP)
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62-1542285
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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CBL & Associates Properties, Inc.
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Yes
x
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No
o
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CBL & Associates Limited Partnership
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Yes
x
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No
o
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CBL & Associates Properties, Inc.
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Yes
x
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No
o
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CBL & Associates Limited Partnership
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Yes
x
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No
o
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CBL & Associates Properties, Inc.
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||
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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CBL & Associates Limited Partnership
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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Emerging growth company
o
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CBL & Associates Properties, Inc.
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Yes
o
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No
x
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CBL & Associates Limited Partnership
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Yes
o
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No
x
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Title of each Class
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Trading
Symbol(s)
|
Name of each exchange on
which registered
|
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Common Stock, $0.01 par value
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CBL
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New York Stock Exchange
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7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
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CBLprD
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New York Stock Exchange
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6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
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CBLprE
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New York Stock Exchange
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•
|
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
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•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
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•
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creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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•
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condensed consolidated financial statements;
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•
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•
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controls and procedures in
Item 4
of Part I of this report;
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•
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information concerning unregistered sales of equity securities and use of proceeds in
Item 2
of Part II of this report; and
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•
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certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.
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PART I
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FINANCIAL INFORMATION
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CBL & Associates Properties, Inc.
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CBL & Associates Limited Partnership
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CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
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ASSETS
(1)
|
March 31,
2019 |
|
December 31,
2018 |
||||
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Real estate assets:
|
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||||
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Land
|
$
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783,055
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$
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793,944
|
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Buildings and improvements
|
6,248,286
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6,414,886
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||
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7,031,341
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7,208,830
|
|
||
|
Accumulated depreciation
|
(2,478,821
|
)
|
|
(2,493,082
|
)
|
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4,552,520
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4,715,748
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Held for sale
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14,171
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30,971
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Developments in progress
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56,273
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38,807
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Net investment in real estate assets
|
4,622,964
|
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|
4,785,526
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Cash and cash equivalents
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21,055
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25,138
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Receivables:
|
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||||
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Tenant, net of allowance for doubtful accounts of $2,337 in 2018
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71,358
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77,788
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Other, net of allowance for doubtful accounts of
$838 in 2018
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9,855
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7,511
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Mortgage and other notes receivable
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7,406
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7,672
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Investments in unconsolidated affiliates
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277,357
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283,553
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Intangible lease assets and other assets
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151,953
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153,665
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$
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5,161,948
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$
|
5,340,853
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||||
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LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
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Mortgage and other indebtedness, net
|
$
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3,898,550
|
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$
|
4,043,180
|
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Accounts payable and accrued liabilities
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277,256
|
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218,217
|
|
||
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Liabilities related to assets held for sale
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24,653
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43,716
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||
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Total liabilities
(1)
|
4,200,459
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4,305,113
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||
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Commitments and contingencies (
Note 8
and
Note 12
)
|
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Redeemable noncontrolling interests
|
3,017
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3,575
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||
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Shareholders' equity:
|
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||||
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Preferred stock, $.01 par value, 15,000,000 shares authorized:
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||||
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7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding |
18
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18
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6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding |
7
|
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7
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Common stock, $.01 par value, 350,000,000 shares
authorized, 173,461,976 and 172,656,458 issued and outstanding in 2019 and 2018, respectively |
1,735
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1,727
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Additional paid-in capital
|
1,967,845
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1,968,280
|
|
||
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Dividends in excess of cumulative earnings
|
(1,069,104
|
)
|
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(1,005,895
|
)
|
||
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Total shareholders' equity
|
900,501
|
|
|
964,137
|
|
||
|
Noncontrolling interests
|
57,971
|
|
|
68,028
|
|
||
|
Total equity
|
958,472
|
|
|
1,032,165
|
|
||
|
|
$
|
5,161,948
|
|
|
$
|
5,340,853
|
|
|
(1)
|
As of
March 31, 2019
, includes
$609,856
of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and
$406,466
of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See
Note 7
.
|
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
REVENUES:
|
|
|
|
||||
|
Rental revenues
|
$
|
190,980
|
|
|
$
|
212,729
|
|
|
Management, development and leasing fees
|
2,523
|
|
|
2,721
|
|
||
|
Other
|
4,527
|
|
|
4,750
|
|
||
|
Total revenues
|
198,030
|
|
|
220,200
|
|
||
|
|
|
|
|
||||
|
OPERATING EXPENSES:
|
|
|
|
||||
|
Property operating
|
(28,980
|
)
|
|
(32,826
|
)
|
||
|
Depreciation and amortization
|
(69,792
|
)
|
|
(71,750
|
)
|
||
|
Real estate taxes
|
(19,919
|
)
|
|
(21,848
|
)
|
||
|
Maintenance and repairs
|
(12,776
|
)
|
|
(13,179
|
)
|
||
|
General and administrative
|
(22,007
|
)
|
|
(18,304
|
)
|
||
|
Loss on impairment
|
(24,825
|
)
|
|
(18,061
|
)
|
||
|
Litigation settlement
|
(88,150
|
)
|
|
—
|
|
||
|
Other
|
—
|
|
|
(94
|
)
|
||
|
Total operating expenses
|
(266,449
|
)
|
|
(176,062
|
)
|
||
|
|
|
|
|
||||
|
OTHER INCOME (EXPENSES):
|
|
|
|
||||
|
Interest and other income
|
489
|
|
|
213
|
|
||
|
Interest expense
|
(53,998
|
)
|
|
(53,767
|
)
|
||
|
Gain on extinguishment of debt
|
71,722
|
|
|
—
|
|
||
|
Gain on sales of real estate assets
|
228
|
|
|
4,371
|
|
||
|
Income tax benefit (provision)
|
(139
|
)
|
|
645
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
3,308
|
|
|
3,739
|
|
||
|
Total other income (expenses)
|
21,610
|
|
|
(44,799
|
)
|
||
|
Net loss
|
(46,809
|
)
|
|
(661
|
)
|
||
|
Net (income) loss attributable to noncontrolling interests in:
|
|
|
|
||||
|
Operating Partnership
|
7,758
|
|
|
1,665
|
|
||
|
Other consolidated subsidiaries
|
75
|
|
|
(101
|
)
|
||
|
Net income (loss) attributable to the Company
|
(38,976
|
)
|
|
903
|
|
||
|
Preferred dividends
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Net loss attributable to common shareholders
|
$
|
(50,199
|
)
|
|
$
|
(10,320
|
)
|
|
|
|
|
|
||||
|
Basic and diluted per share data attributable to common shareholders:
|
|
|
|||||
|
Net loss attributable to common shareholders
|
$
|
(0.29
|
)
|
|
$
|
(0.06
|
)
|
|
Weighted-average common and potential dilutive common shares outstanding
|
173,252
|
|
|
171,943
|
|
||
|
|
|
|
Equity
|
||||||||||||||||||||||||||||
|
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||
|
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
|
Balance, January 1, 2018
|
$
|
8,835
|
|
|
$
|
25
|
|
|
$
|
1,711
|
|
|
$
|
1,974,537
|
|
|
$
|
(836,269
|
)
|
|
$
|
1,140,004
|
|
|
$
|
96,474
|
|
|
$
|
1,236,478
|
|
|
Net income (loss)
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
903
|
|
|
903
|
|
|
(1,470
|
)
|
|
(567
|
)
|
||||||||
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,380
|
|
|
70,380
|
|
|
—
|
|
|
70,380
|
|
||||||||
|
Dividends declared - common stock ($0.200 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,531
|
)
|
|
(34,531
|
)
|
|
—
|
|
|
(34,531
|
)
|
||||||||
|
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
|
Issuances of 700,534 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
7
|
|
|
734
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
741
|
|
||||||||
|
Conversion of 915,338 Operating Partnership
common units into shares of common stock |
—
|
|
|
—
|
|
|
9
|
|
|
3,050
|
|
|
—
|
|
|
3,059
|
|
|
(3,059
|
)
|
|
—
|
|
||||||||
|
Cancellation of 47,867 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
||||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
||||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,196
|
|
|
—
|
|
|
1,196
|
|
|
—
|
|
|
1,196
|
|
||||||||
|
Adjustment for noncontrolling interests
|
1,399
|
|
|
—
|
|
|
—
|
|
|
(11,737
|
)
|
|
—
|
|
|
(11,737
|
)
|
|
10,338
|
|
|
(1,399
|
)
|
||||||||
|
Adjustment to record redeemable
noncontrolling interests at redemption value |
(2,530
|
)
|
|
—
|
|
|
—
|
|
|
2,203
|
|
|
—
|
|
|
2,203
|
|
|
328
|
|
|
2,531
|
|
||||||||
|
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,804
|
)
|
|
(7,804
|
)
|
||||||||
|
Balance, March 31, 2018
|
$
|
6,467
|
|
|
$
|
25
|
|
|
$
|
1,727
|
|
|
$
|
1,970,169
|
|
|
$
|
(810,740
|
)
|
|
$
|
1,161,181
|
|
|
$
|
94,807
|
|
|
$
|
1,255,988
|
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||
|
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||
|
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
|
Balance, January 1, 2019
|
$
|
3,575
|
|
|
$
|
25
|
|
|
$
|
1,727
|
|
|
$
|
1,968,280
|
|
|
$
|
(1,005,895
|
)
|
|
$
|
964,137
|
|
|
$
|
68,028
|
|
|
$
|
1,032,165
|
|
|
Net loss
|
(453
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,976
|
)
|
|
(38,976
|
)
|
|
(7,380
|
)
|
|
(46,356
|
)
|
||||||||
|
Dividends declared - common stock ($0.075 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,010
|
)
|
|
(13,010
|
)
|
|
—
|
|
|
(13,010
|
)
|
||||||||
|
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
|
Issuances of 863,174 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
9
|
|
|
708
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
717
|
|
||||||||
|
Cancellation of 57,656 shares of restricted common stock
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(133
|
)
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
(134
|
)
|
||||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
||||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
||||||||
|
Adjustment for noncontrolling interests
|
1,038
|
|
|
—
|
|
|
—
|
|
|
(2,356
|
)
|
|
—
|
|
|
(2,356
|
)
|
|
1,318
|
|
|
(1,038
|
)
|
||||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455
|
|
|
455
|
|
||||||||
|
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,450
|
)
|
|
(4,450
|
)
|
||||||||
|
Balance, March 31, 2019
|
$
|
3,017
|
|
|
$
|
25
|
|
|
$
|
1,735
|
|
|
$
|
1,967,845
|
|
|
$
|
(1,069,104
|
)
|
|
$
|
900,501
|
|
|
$
|
57,971
|
|
|
$
|
958,472
|
|
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
|
Net loss
|
$
|
(46,809
|
)
|
|
$
|
(661
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|||
|
Depreciation and amortization
|
69,792
|
|
|
71,750
|
|
||
|
Net amortization of deferred financing costs, debt premiums and discounts
|
2,304
|
|
|
1,709
|
|
||
|
Net amortization of intangible lease assets and liabilities
|
(551
|
)
|
|
(475
|
)
|
||
|
Gain on sales of real estate assets
|
(228
|
)
|
|
(4,371
|
)
|
||
|
Gain on insurance proceeds
|
(690
|
)
|
|
—
|
|
||
|
Write-off of development projects
|
—
|
|
|
94
|
|
||
|
Share-based compensation expense
|
2,043
|
|
|
2,314
|
|
||
|
Loss on impairment
|
24,825
|
|
|
18,061
|
|
||
|
Gain on extinguishment of debt
|
(71,722
|
)
|
|
—
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
(3,308
|
)
|
|
(3,739
|
)
|
||
|
Distributions of earnings from unconsolidated affiliates
|
5,671
|
|
|
4,011
|
|
||
|
Change in estimate of uncollectable rental revenues
|
1,540
|
|
|
2,041
|
|
||
|
Change in deferred tax accounts
|
63
|
|
|
(629
|
)
|
||
|
Changes in:
|
|
|
|
|
|||
|
Tenant and other receivables
|
(387
|
)
|
|
1,826
|
|
||
|
Other assets
|
(3,826
|
)
|
|
(2,339
|
)
|
||
|
Accounts payable and accrued liabilities
|
76,771
|
|
|
8,635
|
|
||
|
Net cash provided by operating activities
|
55,488
|
|
|
98,227
|
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
|
Additions to real estate assets
|
(26,429
|
)
|
|
(39,997
|
)
|
||
|
Proceeds from sales of real estate assets
|
35,260
|
|
|
11,848
|
|
||
|
Proceeds from insurance
|
548
|
|
|
—
|
|
||
|
Payments received on mortgage and other notes receivable
|
266
|
|
|
267
|
|
||
|
Additional investments in and advances to unconsolidated affiliates
|
(566
|
)
|
|
(1,232
|
)
|
||
|
Distributions in excess of equity in earnings of unconsolidated affiliates
|
4,979
|
|
|
2,859
|
|
||
|
Changes in other assets
|
(321
|
)
|
|
(2,277
|
)
|
||
|
Net cash provided by (used in) investing activities
|
13,737
|
|
|
(28,532
|
)
|
||
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
|
Proceeds from mortgage and other indebtedness
|
$
|
941,217
|
|
|
$
|
99,160
|
|
|
Principal payments on mortgage and other indebtedness
|
(978,006
|
)
|
|
(123,634
|
)
|
||
|
Additions to deferred financing costs
|
(15,107
|
)
|
|
(98
|
)
|
||
|
Proceeds from issuances of common stock
|
17
|
|
|
41
|
|
||
|
Contributions from noncontrolling interests
|
455
|
|
|
—
|
|
||
|
Payment of tax withholdings for restricted stock awards
|
(132
|
)
|
|
(231
|
)
|
||
|
Distributions to noncontrolling interests
|
(5,593
|
)
|
|
(9,130
|
)
|
||
|
Dividends paid to holders of preferred stock
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Dividends paid to common shareholders
|
(12,949
|
)
|
|
(34,217
|
)
|
||
|
Net cash used in financing activities
|
(81,321
|
)
|
|
(79,332
|
)
|
||
|
|
|
|
|
||||
|
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(12,096
|
)
|
|
(9,637
|
)
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
57,512
|
|
|
68,172
|
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
45,416
|
|
|
$
|
58,535
|
|
|
|
|
|
|
||||
|
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
|
|||||||
|
Cash and cash equivalents
|
$
|
21,055
|
|
|
$
|
23,346
|
|
|
Restricted cash
(1)
:
|
|
|
|
||||
|
Restricted cash
|
79
|
|
|
3,212
|
|
||
|
Mortgage escrows
|
24,282
|
|
|
31,977
|
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
45,416
|
|
|
$
|
58,535
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
|
Cash paid for interest, net of amounts capitalized
|
$
|
35,659
|
|
|
$
|
34,896
|
|
|
(1)
|
Included in intangible lease assets and other assets in the condensed consolidated balance sheets.
|
|
ASSETS
(1)
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
Real estate assets:
|
|
|
|
||||
|
Land
|
$
|
783,055
|
|
|
$
|
793,944
|
|
|
Buildings and improvements
|
6,248,286
|
|
|
6,414,886
|
|
||
|
|
7,031,341
|
|
|
7,208,830
|
|
||
|
Accumulated depreciation
|
(2,478,821
|
)
|
|
(2,493,082
|
)
|
||
|
|
4,552,520
|
|
|
4,715,748
|
|
||
|
Held for sale
|
14,171
|
|
|
30,971
|
|
||
|
Developments in progress
|
56,273
|
|
|
38,807
|
|
||
|
Net investment in real estate assets
|
4,622,964
|
|
|
4,785,526
|
|
||
|
Cash and cash equivalents
|
21,054
|
|
|
25,138
|
|
||
|
Receivables:
|
|
|
|
|
|
||
|
Tenant, net of allowance for doubtful accounts of $2,337 in 2018
|
71,358
|
|
|
77,788
|
|
||
|
Other, net of allowance for doubtful accounts of
$838 in 2018
|
9,807
|
|
|
7,462
|
|
||
|
Mortgage and other notes receivable
|
7,406
|
|
|
7,672
|
|
||
|
Investments in unconsolidated affiliates
|
277,890
|
|
|
284,086
|
|
||
|
Intangible lease assets and other assets
|
151,834
|
|
|
153,545
|
|
||
|
|
$
|
5,162,313
|
|
|
$
|
5,341,217
|
|
|
|
|
|
|
||||
|
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
|
|
|
|
|
|
||
|
Mortgage and other indebtedness, net
|
$
|
3,898,550
|
|
|
$
|
4,043,180
|
|
|
Accounts payable and accrued liabilities
|
277,328
|
|
|
218,288
|
|
||
|
Liabilities related to assets held for sale
|
24,653
|
|
|
43,716
|
|
||
|
Total liabilities
(1)
|
4,200,531
|
|
|
4,305,184
|
|
||
|
|
|
|
|
|
|||
|
Redeemable common units
|
3,017
|
|
|
3,575
|
|
||
|
Partners' capital:
|
|
|
|
|
|
||
|
Preferred units
|
565,212
|
|
|
565,212
|
|
||
|
Common units:
|
|
|
|
||||
|
General partner
|
3,874
|
|
|
4,628
|
|
||
|
Limited partners
|
378,600
|
|
|
450,507
|
|
||
|
Total partners' capital
|
947,686
|
|
|
1,020,347
|
|
||
|
Noncontrolling interests
|
11,079
|
|
|
12,111
|
|
||
|
Total capital
|
958,765
|
|
|
1,032,458
|
|
||
|
|
$
|
5,162,313
|
|
|
$
|
5,341,217
|
|
|
(1)
|
As of
March 31, 2019
, includes
$609,856
of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and
$406,466
of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See
Note 7
.
|
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Operations
(In thousands, except per unit data)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
REVENUES:
|
|
|
|
||||
|
Rental revenues
|
$
|
190,980
|
|
|
$
|
212,729
|
|
|
Management, development and leasing fees
|
2,523
|
|
|
2,721
|
|
||
|
Other
|
4,527
|
|
|
4,750
|
|
||
|
Total revenues
|
198,030
|
|
|
220,200
|
|
||
|
|
|
|
|
||||
|
OPERATING EXPENSES:
|
|
|
|
||||
|
Property operating
|
(28,980
|
)
|
|
(32,826
|
)
|
||
|
Depreciation and amortization
|
(69,792
|
)
|
|
(71,750
|
)
|
||
|
Real estate taxes
|
(19,919
|
)
|
|
(21,848
|
)
|
||
|
Maintenance and repairs
|
(12,776
|
)
|
|
(13,179
|
)
|
||
|
General and administrative
|
(22,007
|
)
|
|
(18,304
|
)
|
||
|
Loss on impairment
|
(24,825
|
)
|
|
(18,061
|
)
|
||
|
Litigation settlement
|
(88,150
|
)
|
|
—
|
|
||
|
Other
|
—
|
|
|
(94
|
)
|
||
|
Total operating expenses
|
(266,449
|
)
|
|
(176,062
|
)
|
||
|
|
|
|
|
||||
|
OTHER INCOME (EXPENSES):
|
|
|
|
||||
|
Interest and other income
|
489
|
|
|
213
|
|
||
|
Interest expense
|
(53,998
|
)
|
|
(53,767
|
)
|
||
|
Gain on extinguishment of debt
|
71,722
|
|
|
—
|
|
||
|
Gain on sales of real estate assets
|
228
|
|
|
4,371
|
|
||
|
Income tax benefit (provision)
|
(139
|
)
|
|
645
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
3,308
|
|
|
3,739
|
|
||
|
Total other income (expenses)
|
21,610
|
|
|
(44,799
|
)
|
||
|
Net loss
|
(46,809
|
)
|
|
(661
|
)
|
||
|
Net (income) loss attributable to noncontrolling interests
|
75
|
|
|
(101
|
)
|
||
|
Net loss attributable to the Operating Partnership
|
(46,734
|
)
|
|
(762
|
)
|
||
|
Distributions to preferred unitholders
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Net loss attributable to common unitholders
|
$
|
(57,957
|
)
|
|
$
|
(11,985
|
)
|
|
|
|
|
|
||||
|
Basic and diluted per unit data attributable to common unitholders:
|
|
|
|||||
|
Net loss attributable to common unitholders
|
$
|
(0.29
|
)
|
|
$
|
(0.06
|
)
|
|
Weighted-average common and potential dilutive common units outstanding
|
200,010
|
|
|
199,694
|
|
||
|
|
|
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
Redeemable
Common
Units
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Total
Partners'
Capital
|
|
Noncontrolling
Interests
|
|
Total
Capital
|
||||||||||||||||
|
Balance, January 1, 2018
|
|
$
|
8,835
|
|
|
25,050
|
|
|
199,297
|
|
|
$
|
565,212
|
|
|
$
|
6,735
|
|
|
$
|
655,120
|
|
|
$
|
1,227,067
|
|
|
$
|
9,701
|
|
|
$
|
1,236,768
|
|
|
Net income (loss)
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(122
|
)
|
|
(11,769
|
)
|
|
(668
|
)
|
|
101
|
|
|
(567
|
)
|
|||||||
|
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
722
|
|
|
69,658
|
|
|
70,380
|
|
|
—
|
|
|
70,380
|
|
|||||||
|
Distributions declared - common units ($0.209 per unit)
|
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(40,215
|
)
|
|
(40,617
|
)
|
|
—
|
|
|
(40,617
|
)
|
|||||||
|
Distributions declared - preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
|
Issuances of common units
|
|
—
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
—
|
|
|
741
|
|
|
741
|
|
|
—
|
|
|
741
|
|
|||||||
|
Cancellation of restricted common stock
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|||||||
|
Performance stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
415
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|||||||
|
Amortization of deferred compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
1,184
|
|
|
1,196
|
|
|
—
|
|
|
1,196
|
|
|||||||
|
Allocation of partners' capital
|
|
1,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(1,353
|
)
|
|
(1,401
|
)
|
|
—
|
|
|
(1,401
|
)
|
|||||||
|
Adjustment to record redeemable interests at redemption value
|
|
(2,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
2,505
|
|
|
2,531
|
|
|
—
|
|
|
2,531
|
|
|||||||
|
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,718
|
)
|
|
(1,718
|
)
|
|||||||
|
Balance, March 31, 2018
|
|
$
|
6,467
|
|
|
25,050
|
|
|
199,950
|
|
|
$
|
565,212
|
|
|
$
|
6,927
|
|
|
$
|
676,053
|
|
|
$
|
1,248,192
|
|
|
$
|
8,084
|
|
|
$
|
1,256,276
|
|
|
|
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Redeemable
Common
Units
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Total
Partners'
Capital
|
|
Noncontrolling
Interests
|
|
Total
Capital
|
||||||||||||||||
|
Balance, January 1, 2019
|
$
|
3,575
|
|
|
25,050
|
|
|
199,415
|
|
|
$
|
565,212
|
|
|
$
|
4,628
|
|
|
$
|
450,507
|
|
|
$
|
1,020,347
|
|
|
$
|
12,111
|
|
|
$
|
1,032,458
|
|
|
Net income (loss)
|
(453
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(590
|
)
|
|
(56,914
|
)
|
|
(46,281
|
)
|
|
(75
|
)
|
|
(46,356
|
)
|
|||||||
|
Distributions declared - common units ($0.086 per unit)
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
|
(15,897
|
)
|
|
(16,048
|
)
|
|
—
|
|
|
(16,048
|
)
|
|||||||
|
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
|
Issuances of common units
|
—
|
|
|
—
|
|
|
863
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
717
|
|
|
—
|
|
|
717
|
|
|||||||
|
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
|||||||
|
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
309
|
|
|
312
|
|
|
—
|
|
|
312
|
|
|||||||
|
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
1,022
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|||||||
|
Allocation of partners' capital
|
1,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(1,004
|
)
|
|
(1,038
|
)
|
|
—
|
|
|
(1,038
|
)
|
|||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455
|
|
|
455
|
|
|||||||
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
(1,412
|
)
|
|||||||
|
Balance, March 31, 2019
|
$
|
3,017
|
|
|
25,050
|
|
|
200,220
|
|
|
$
|
565,212
|
|
|
$
|
3,867
|
|
|
$
|
378,607
|
|
|
$
|
947,686
|
|
|
$
|
11,079
|
|
|
$
|
958,765
|
|
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
|
Net loss
|
$
|
(46,809
|
)
|
|
$
|
(661
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|||
|
Depreciation and amortization
|
69,792
|
|
|
71,750
|
|
||
|
Net amortization of deferred financing costs, debt premiums and discounts
|
2,304
|
|
|
1,709
|
|
||
|
Net amortization of intangible lease assets and liabilities
|
(551
|
)
|
|
(475
|
)
|
||
|
Gain on sales of real estate assets
|
(228
|
)
|
|
(4,371
|
)
|
||
|
Gain on insurance proceeds
|
(690
|
)
|
|
—
|
|
||
|
Write-off of development projects
|
—
|
|
|
94
|
|
||
|
Share-based compensation expense
|
2,043
|
|
|
2,314
|
|
||
|
Loss on impairment
|
24,825
|
|
|
18,061
|
|
||
|
Gain on extinguishment of debt
|
(71,722
|
)
|
|
—
|
|
||
|
Equity in earnings of unconsolidated affiliates
|
(3,308
|
)
|
|
(3,739
|
)
|
||
|
Distributions of earnings from unconsolidated affiliates
|
5,671
|
|
|
4,012
|
|
||
|
Change in estimate of uncollectable rental revenues
|
1,540
|
|
|
2,041
|
|
||
|
Change in deferred tax accounts
|
63
|
|
|
(629
|
)
|
||
|
Changes in:
|
|
|
|
|
|
||
|
Tenant and other receivables
|
(387
|
)
|
|
1,826
|
|
||
|
Other assets
|
(3,826
|
)
|
|
(2,339
|
)
|
||
|
Accounts payable and accrued liabilities
|
76,770
|
|
|
8,633
|
|
||
|
Net cash provided by operating activities
|
55,487
|
|
|
98,226
|
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
|
Additions to real estate assets
|
(26,429
|
)
|
|
(39,997
|
)
|
||
|
Proceeds from sales of real estate assets
|
35,260
|
|
|
11,848
|
|
||
|
Proceeds from insurance
|
548
|
|
|
—
|
|
||
|
Payments received on mortgage and other notes receivable
|
266
|
|
|
267
|
|
||
|
Additional investments in and advances to unconsolidated affiliates
|
(566
|
)
|
|
(1,232
|
)
|
||
|
Distributions in excess of equity in earnings of unconsolidated affiliates
|
4,979
|
|
|
2,859
|
|
||
|
Changes in other assets
|
(321
|
)
|
|
(2,277
|
)
|
||
|
Net cash provided by (used in) investing activities
|
13,737
|
|
|
(28,532
|
)
|
||
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
|
Proceeds from mortgage and other indebtedness
|
$
|
941,217
|
|
|
$
|
99,160
|
|
|
Principal payments on mortgage and other indebtedness
|
(978,006
|
)
|
|
(123,634
|
)
|
||
|
Additions to deferred financing costs
|
(15,107
|
)
|
|
(98
|
)
|
||
|
Proceeds from issuances of common units
|
17
|
|
|
41
|
|
||
|
Contributions from noncontrolling interests
|
455
|
|
|
—
|
|
||
|
Payment of tax withholdings for restricted stock awards
|
(132
|
)
|
|
(231
|
)
|
||
|
Distributions to noncontrolling interests
|
(2,554
|
)
|
|
(2,861
|
)
|
||
|
Distributions to preferred unitholders
|
(11,223
|
)
|
|
(11,223
|
)
|
||
|
Distributions to common unitholders
|
(15,988
|
)
|
|
(40,486
|
)
|
||
|
Net cash used in financing activities
|
(81,321
|
)
|
|
(79,332
|
)
|
||
|
|
|
|
|
||||
|
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(12,097
|
)
|
|
(9,638
|
)
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
57,512
|
|
|
68,172
|
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
45,415
|
|
|
$
|
58,534
|
|
|
|
|
|
|
||||
|
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
|
|||||||
|
Cash and cash equivalents
|
$
|
21,054
|
|
|
$
|
23,345
|
|
|
Restricted cash
(1)
:
|
|
|
|
||||
|
Restricted cash
|
79
|
|
|
3,212
|
|
||
|
Mortgage escrows
|
24,282
|
|
|
31,977
|
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
45,415
|
|
|
$
|
58,534
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
||
|
Cash paid for interest, net of amounts capitalized
|
$
|
35,659
|
|
|
$
|
34,896
|
|
|
(1)
|
Included in intangible lease assets and other assets in the condensed consolidated balance sheets.
|
|
|
|
|
Other Properties
|
|
|
||||
|
|
Malls
(1)
|
|
Associated
Centers
|
|
Community
Centers
|
|
Office
Buildings/Other
|
|
Total
|
|
Consolidated properties
|
57
|
|
20
|
|
2
|
|
5
|
(2)
|
84
|
|
Unconsolidated properties
(3)
|
8
|
|
3
|
|
5
|
|
2
|
|
18
|
|
Total
|
65
|
|
23
|
|
7
|
|
7
|
|
102
|
|
(1)
|
Category consists of regional malls, open-air centers and outlet centers (including
one
mixed-use center).
|
|
(2)
|
Includes CBL's
two
corporate office buildings.
|
|
(3)
|
The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.
|
|
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
||||
|
|
Malls
|
|
All Other
|
|
Malls
|
|
All Other
|
|
Redevelopments
|
6
|
|
—
|
|
1
|
|
—
|
|
Description
|
|
Date Adopted &
Application
Method
|
|
Financial Statement Effect and Other Information
|
|
ASU 2016-02,
Leases
, and related subsequent amendments
|
|
January 1, 2019 -
Modified Retrospective (electing optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)
|
|
The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See
Note 4
for further details.
|
|
Description
|
|
Expected
Adoption Date &
Application
Method
|
|
Financial Statement Effect and Other Information
|
|
ASU 2016-13,
Measurement of Credit Losses on Financial Instruments
|
|
January 1, 2020 -
Modified Retrospective
|
|
The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected.
The Company is evaluating the impact that this update may have on its condensed consolidated financial statements and related disclosures.
|
|
|
|
|
|
|
|
ASU 2018-15,
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
January 1, 2020 -
Prospective
|
|
The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense.
The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement.
The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.
|
|
|
|
|
|
|
|
|
|
Contract Assets
|
||
|
Balance as of December 31, 2018
|
|
$
|
289
|
|
|
Tenant openings
|
|
(139
|
)
|
|
|
Executed leases
|
|
25
|
|
|
|
Balance as of March 31, 2019
|
|
$
|
175
|
|
|
|
|
Contract Liability
|
||
|
Balance as of December 31, 2018
|
|
$
|
265
|
|
|
Completed performance obligation
|
|
(4
|
)
|
|
|
Contract obligation
|
|
—
|
|
|
|
Balance as of March 31, 2019
|
|
$
|
261
|
|
|
|
|
|
As of
March 31, 2019
|
|
Expected Settlement Period
|
||||||||||||||||||||
|
Description
|
Financial Statement Line Item
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|||||||||||||
|
Contract assets
(1)
|
Management, development and leasing fees
|
|
$
|
175
|
|
|
$
|
(167
|
)
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
Contract liability
(2)
|
Other rents
|
|
261
|
|
|
(99
|
)
|
|
(54
|
)
|
|
(54
|
)
|
|
(54
|
)
|
|
—
|
|
||||||
|
(1)
|
Represents leasing fees recognized as revenue in the period in which the lease is executed. Under third party and unconsolidated affiliates' contracts, the remaining
50%
of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.
|
|
(2)
|
Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.
|
|
|
|
Three Months Ended
March 31, 2019
|
|
Three Months Ended
March 31, 2018 |
||||
|
Rental revenues
(1)
|
|
$
|
190,980
|
|
|
$
|
212,729
|
|
|
Revenues from contracts with customers (ASC 606):
|
|
|
|
|
||||
|
Operating expense reimbursements
(2)
|
|
2,143
|
|
|
2,343
|
|
||
|
Management, development and leasing fees
(3)
|
|
2,523
|
|
|
2,721
|
|
||
|
Marketing revenues
(4)
|
|
874
|
|
|
1,295
|
|
||
|
|
|
5,540
|
|
|
6,359
|
|
||
|
|
|
|
|
|
||||
|
Other revenues
|
|
1,510
|
|
|
1,112
|
|
||
|
Total revenues
|
|
$
|
198,030
|
|
|
$
|
220,200
|
|
|
(1)
|
Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842,
Leases
, whereas all leases existing prior to that date are accounted for in accordance with ASC 840,
Leases
. See
Note 4
.
|
|
(2)
|
Includes
$2,192
in the Malls segment and
$(49)
in the All Other segment for the three months ended
March 31, 2019
. Includes
$2,190
in the Malls segment and
$153
in the All Other segment for the
three
months ended
March 31, 2018
. See description below.
|
|
(3)
|
Included in All Other segment.
|
|
(4)
|
Includes
$876
in the Malls segment and
$(2)
in the All Other segment for the
three
months ended
March 31, 2019
. Includes
$1,294
in the Malls segment and
$1
in the All Other segment for the three months ended
March 31, 2018
.
|
|
•
|
Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.
|
|
•
|
Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies
50%
of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).
|
|
•
|
Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.
|
|
Performance obligation
|
|
Less than 5 years
|
|
5-20 years
|
|
Over 20 years
|
|
Total
|
||||||||
|
Fixed operating expense reimbursements
|
|
$
|
29,101
|
|
|
$
|
53,781
|
|
|
$
|
49,866
|
|
|
$
|
132,748
|
|
|
|
|
Three Months Ended
March 31, 2019
|
||
|
Fixed lease payments
|
|
$
|
159,278
|
|
|
Variable lease payments
|
|
31,702
|
|
|
|
Total rental revenues
|
|
$
|
190,980
|
|
|
Years Ending December 31,
|
|
Operating Leases
|
||
|
2019
(1)
|
|
$
|
423,830
|
|
|
2020
|
|
516,103
|
|
|
|
2021
|
|
450,880
|
|
|
|
2022
|
|
370,764
|
|
|
|
2023
|
|
304,864
|
|
|
|
2024
|
|
236,102
|
|
|
|
Thereafter
|
|
640,986
|
|
|
|
Total undiscounted lease payments
|
|
$
|
2,943,529
|
|
|
(1)
|
Reflects rental payments for the fiscal period April 1, 2019 through December 31, 2019.
|
|
Years Ending December 31,
|
|
Operating Leases
|
||
|
2019
|
|
$
|
497,014
|
|
|
2020
|
|
426,228
|
|
|
|
2021
|
|
363,482
|
|
|
|
2022
|
|
294,441
|
|
|
|
2023
|
|
234,191
|
|
|
|
Thereafter
|
|
531,792
|
|
|
|
Total
|
|
$
|
2,347,148
|
|
|
|
|
ROU Asset
|
|
Lease Liability
|
||||
|
Balance as of January 1, 2019
|
|
$
|
4,160
|
|
|
$
|
4,074
|
|
|
Cash reduction
|
|
(120
|
)
|
|
(120
|
)
|
||
|
Noncash increase
|
|
7
|
|
|
70
|
|
||
|
Balance as of March 31, 2019
|
|
$
|
4,047
|
|
|
$
|
4,024
|
|
|
|
|
Three Months Ended
March 31, 2019
|
||
|
Lease expense:
|
|
|
||
|
Operating lease expense
|
|
$
|
218
|
|
|
Variable lease expense
|
|
32
|
|
|
|
Rent Expense
|
|
$
|
250
|
|
|
Year Ending December 31,
|
|
Operating Leases
|
||
|
2019
(1)
|
|
$
|
433
|
|
|
2020
|
|
560
|
|
|
|
2021
|
|
608
|
|
|
|
2022
|
|
331
|
|
|
|
2023
|
|
284
|
|
|
|
2024
|
|
263
|
|
|
|
Thereafter
|
|
12,019
|
|
|
|
Total undiscounted lease payments
|
|
$
|
14,498
|
|
|
Less imputed interest
|
|
(10,474
|
)
|
|
|
Lease Liability
|
|
$
|
4,024
|
|
|
(1)
|
Reflects rental payments for the fiscal period April 1, 2019 through December 31, 2019.
|
|
2019
|
|
$
|
504
|
|
|
2020
|
|
610
|
|
|
|
2021
|
|
517
|
|
|
|
2022
|
|
321
|
|
|
|
2023
|
|
281
|
|
|
|
Thereafter
|
|
12,297
|
|
|
|
|
|
$
|
14,530
|
|
|
Level 1 –
|
Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
|
|
Level 2 –
|
Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
|
|
Level 3 –
|
Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Loss on
Impairment
|
||||||||||
|
Long-lived assets
|
$
|
70,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,800
|
|
|
$
|
24,825
|
|
|
Impairment Date
|
|
Property
|
|
Location
|
|
Segment
Classification
|
|
Loss on
Impairment
|
|
Fair
Value
|
||||
|
January/March
|
|
Other adjustments
(1)
|
|
Various
|
|
Malls
|
|
(229
|
)
|
|
$
|
—
|
|
|
|
March
|
|
Greenbrier Mall
(2)
|
|
Chesapeake, VA
|
|
Malls
|
|
22,770
|
|
|
$
|
56,300
|
|
|
|
March
|
|
Honey Creek Mall
(3)
|
|
Terre Haute, IN
|
|
Malls
|
|
2,284
|
|
|
14,500
|
|
||
|
|
|
|
|
|
|
|
|
$
|
24,825
|
|
|
$
|
70,800
|
|
|
(1)
|
Relates to closing costs incurred for the sale of properties during the three months ended March 31, 2019, that were impaired in prior periods.
|
|
(2)
|
In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of
$56,300
. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of
March 31, 2019
. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of
ten years
, with a sale at the end of the holding period, a capitalization rate of
11.0%
and a discount rate
11.5%
.
|
|
(3)
|
The Company adjusted the book value of the mall to the net sales price of
$14,500
based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs.
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Loss on
Impairment
|
||||||||||
|
Long-lived assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,061
|
|
|
Impairment Date
|
|
Property
|
|
Location
|
|
Segment
Classification
|
|
Loss on
Impairment
|
|
Fair
Value
|
|||||
|
March
|
|
Janesville Mall
(1)
|
|
Janesville, WI
|
|
Malls
|
|
$
|
18,061
|
|
|
$
|
—
|
|
(2)
|
|
(1)
|
The Company adjusted the book value of the mall to the net sales price of
$17,640
in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018. See
Note 6
for additional information.
|
|
(2)
|
The long-lived asset was not included in the Company's consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.
|
|
Sale/Transfer
Date
|
|
|
|
|
|
|
|
Balance of
Non-recourse
Debt
|
|
Gain on
Extinguishment
of Debt
|
||||
|
|
Property
|
|
Property Type
|
|
Location
|
|
|
|||||||
|
January
|
|
Acadiana Mall
(1)
|
|
Mall
|
|
Lafayette, LA
|
|
$
|
119,760
|
|
|
$
|
61,796
|
|
|
January
|
|
Cary Towne Center
(2)
|
|
Mall
|
|
Cary, NC
|
|
43,716
|
|
|
9,926
|
|
||
|
|
|
|
|
|
|
|
|
$
|
163,476
|
|
|
$
|
71,722
|
|
|
(1)
|
The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of
$43,007
was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded
$305
of aggregate non-cash default interest expense during the first quarter of 2019.
|
|
(2)
|
The Company sold the mall for
$31,500
and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of
$54,678
during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded
$237
of aggregate non-cash default interest expense during the first quarter of 2019.
|
|
•
|
the pro forma for the development and construction of the project and any material deviations or modifications thereto;
|
|
•
|
the site plan and any material deviations or modifications thereto;
|
|
•
|
the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;
|
|
•
|
any acquisition/construction loans or any permanent financings/refinancings;
|
|
•
|
the annual operating budgets and any material deviations or modifications thereto;
|
|
•
|
the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and
|
|
•
|
any material acquisitions or dispositions with respect to the project.
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
ASSETS
|
|
|
|
||||
|
Investment in real estate assets
|
$
|
2,100,828
|
|
|
$
|
2,097,088
|
|
|
Accumulated depreciation
|
(687,230
|
)
|
|
(674,275
|
)
|
||
|
|
1,413,598
|
|
|
1,422,813
|
|
||
|
Developments in progress
|
16,961
|
|
|
12,569
|
|
||
|
Net investment in real estate assets
|
1,430,559
|
|
|
1,435,382
|
|
||
|
Other assets
|
178,916
|
|
|
188,521
|
|
||
|
Total assets
|
$
|
1,609,475
|
|
|
$
|
1,623,903
|
|
|
|
|
|
|
||||
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
LIABILITIES
|
|
|
|
||||
|
Mortgage and other indebtedness, net
|
$
|
1,318,685
|
|
|
$
|
1,319,949
|
|
|
Other liabilities
|
33,695
|
|
|
39,777
|
|
||
|
Total liabilities
|
1,352,380
|
|
|
1,359,726
|
|
||
|
|
|
|
|
||||
|
OWNERS' EQUITY
|
|
|
|
||||
|
The Company
|
185,123
|
|
|
191,050
|
|
||
|
Other investors
|
71,972
|
|
|
73,127
|
|
||
|
Total owners' equity
|
257,095
|
|
|
264,177
|
|
||
|
Total liabilities and owners' equity
|
$
|
1,609,475
|
|
|
$
|
1,623,903
|
|
|
|
|
|
|
|
|
Total for the Three Months
Ended March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
Total revenues
|
$
|
55,867
|
|
|
$
|
57,181
|
|
|
Net income
(1)
|
$
|
6,010
|
|
|
$
|
5,309
|
|
|
(1)
|
The Company's share of net income is
$3,308
and
$3,739
for the
three
months ended
March 31, 2019
and
2018
, respectively.
|
|
|
|
As of
|
||||||
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
Noncontrolling interests:
|
|
|
|
|
||||
|
Operating Partnership
|
|
$
|
46,892
|
|
|
$
|
55,917
|
|
|
Other consolidated subsidiaries
|
|
11,079
|
|
|
12,111
|
|
||
|
|
|
$
|
57,971
|
|
|
$
|
68,028
|
|
|
|
|
Investment in Real
Estate Joint
Ventures and
Partnerships
|
|
Maximum
Risk of Loss
|
||||
|
Ambassador Infrastructure, LLC
(1)
|
|
$
|
—
|
|
|
$
|
10,605
|
|
|
EastGate Storage, LLC
(1)
|
|
1,052
|
|
|
6,500
|
|
||
|
G&I VIII CBL Triangle LLC
(2)
|
|
—
|
|
|
—
|
|
||
|
Self Storage at Mid Rivers, LLC
(1)
|
|
1,022
|
|
|
5,987
|
|
||
|
Shoppes at Eagle Point, LLC
(1)
|
|
16,295
|
|
|
12,740
|
|
||
|
(1)
|
The debt is guaranteed by the Operating Partnership at
100%
. See
Note 12
for more information.
|
|
(2)
|
In conjunction with a loss on impairment recorded in September 2018, the Company wrote down its investment in the unconsolidated
90
/10 joint venture to
zero
. The maximum risk of loss is limited to the basis, which is
zero
.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
||||
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|||
|
Non-recourse loans on operating properties
|
$
|
1,607,494
|
|
|
5.34%
|
|
$
|
1,783,097
|
|
|
5.33%
|
|
Senior unsecured notes due 2023
(2)
|
447,539
|
|
|
5.25%
|
|
447,423
|
|
|
5.25%
|
||
|
Senior unsecured notes due 2024
(3)
|
299,955
|
|
|
4.60%
|
|
299,953
|
|
|
4.60%
|
||
|
Senior unsecured notes due 2026
(4)
|
616,842
|
|
|
5.95%
|
|
616,635
|
|
|
5.95%
|
||
|
Total fixed-rate debt
|
2,971,830
|
|
|
5.38%
|
|
3,147,108
|
|
|
5.37%
|
||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
|
Amount
|
|
Weighted-
Average
Interest
Rate
(1)
|
||||
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
||
|
Recourse loans on operating properties
|
68,063
|
|
|
5.11%
|
|
68,607
|
|
|
4.97%
|
||
|
Construction loan
|
12,390
|
|
|
5.38%
|
|
8,172
|
|
|
5.25%
|
||
|
Secured line of credit
|
390,000
|
|
|
4.74%
|
|
—
|
|
|
—%
|
||
|
Unsecured lines of credit
|
—
|
|
|
—%
|
|
183,972
|
|
|
3.90%
|
||
|
Secured term loan
|
500,000
|
|
|
4.74%
|
|
—
|
|
|
—%
|
||
|
Unsecured term loans
|
—
|
|
|
—%
|
|
695,000
|
|
|
4.21%
|
||
|
Total variable-rate debt
|
970,453
|
|
|
4.77%
|
|
955,751
|
|
|
4.21%
|
||
|
Total fixed-rate and variable-rate debt
|
3,942,283
|
|
|
5.23%
|
|
4,102,859
|
|
|
5.10%
|
||
|
Unamortized deferred financing costs
|
(20,071
|
)
|
|
|
|
(15,963
|
)
|
|
|
||
|
Liabilities related to assets held for sale
(5)
|
(23,662
|
)
|
|
|
|
(43,716
|
)
|
|
|
||
|
Total mortgage and other indebtedness, net
|
$
|
3,898,550
|
|
|
|
|
$
|
4,043,180
|
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
|
(2)
|
The balance is net of an unamortized discount of
$2,461
and
$2,577
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
(3)
|
The balance is net of an unamortized discount of
$45
and
$47
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
(4)
|
The balance is net of an unamortized discount of
$8,158
and
$8,365
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
(5)
|
Represents, respectively, a non-recourse loan secured by Honey Creek Mall that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of March 31, 2019, and a non-recourse mortgage loan secured by Cary Towne Center that is classified on the consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.
|
|
Description
|
|
Issued
(1)
|
|
Amount
|
|
Interest Rate
(2)
|
|
Maturity Date
(3)
|
||
|
2023 Notes
|
|
November 2013
|
|
$
|
450,000
|
|
|
5.25%
|
|
December 2023
|
|
2024 Notes
|
|
October 2014
|
|
300,000
|
|
|
4.60%
|
|
October 2024
|
|
|
2026 Notes
|
|
December 2016 / September 2017
|
|
625,000
|
|
|
5.95%
|
|
December 2026
|
|
|
(1)
|
Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.
|
|
(2)
|
Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from
0.25%
to
1.00%
from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than
40%
but less than
45%
. The required ratio of secured debt to total assets for the 2026 Notes is
40%
or less. As of
March 31, 2019
, this ratio was
35%
as shown below.
|
|
(3)
|
The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than
30
days and not more than
60
days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus
0.50%
,
0.35%
and
0.40%
for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.
|
|
Ratio
|
|
Required
|
|
Actual
|
|
Total debt to total assets
|
|
< 60%
|
|
52%
|
|
Secured debt to total assets
|
|
< 40%
(1)
|
|
35%
|
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
194%
|
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.5x
|
|
2.3x
|
|
(1)
|
Secured debt to total assets must be less than
45%
for the 2023 Notes and the 2024 Notes until January 1, 2020.
|
|
Transfer
Date
|
|
|
|
Interest Rate at
Repayment Date
|
|
Scheduled
Maturity Date
|
|
Balance of
Non-recourse
Debt
|
|
Gain on
Extinguishment
of Debt
|
||||
|
|
Property
|
|
|
|
|
|||||||||
|
January
|
|
Acadiana Mall
(1)
|
|
5.67%
|
|
April 2017
|
|
$
|
119,760
|
|
|
$
|
61,795
|
|
|
January
|
|
Cary Towne Center
(2)
|
|
4.00%
|
|
June 2018
|
|
43,716
|
|
|
9,927
|
|
||
|
|
|
|
|
|
|
|
|
$
|
163,476
|
|
|
$
|
71,722
|
|
|
(1)
|
The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.
|
|
(2)
|
The Company sold the mall for
$31,500
and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.
|
|
2019
(1)
|
|
$
|
217,655
|
|
|
2020
|
|
175,486
|
|
|
|
2021
|
|
474,912
|
|
|
|
2022
|
|
461,585
|
|
|
|
2023
|
|
1,412,855
|
|
|
|
2024
|
|
371,347
|
|
|
|
Thereafter
|
|
839,107
|
|
|
|
|
|
3,952,947
|
|
|
|
Unamortized discounts
|
|
(10,664
|
)
|
|
|
Unamortized deferred financing costs
|
|
(20,071
|
)
|
|
|
Total mortgage and other indebtedness, net
|
|
$
|
3,922,212
|
|
|
(1)
|
Reflects payments for the fiscal period April 1, 2019 through December 31, 2019.
|
|
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||
|
|
|
Maturity
Date
|
|
Interest
Rate
|
|
Balance
|
|
Interest
Rate
|
|
Balance
|
||||
|
Mortgages:
|
|
|
|
|
|
|
|
|
|
|
||||
|
Columbia Place Outparcel
|
|
Feb 2022
|
|
5.00%
|
|
$
|
277
|
|
|
5.00%
|
|
$
|
283
|
|
|
One Park Place
|
|
May 2022
|
|
5.00%
|
|
728
|
|
|
5.00%
|
|
783
|
|
||
|
Village Square
(1)
|
|
Mar 2019
|
|
4.00%
|
|
1,290
|
|
|
4.00%
|
|
1,308
|
|
||
|
Other
(2)
|
|
Dec 2016 - Jan 2047
|
|
5.01% - 9.50%
|
|
2,512
|
|
|
5.01% - 9.50%
|
|
2,510
|
|
||
|
|
|
|
|
|
|
4,807
|
|
|
|
|
4,884
|
|
||
|
Other Notes Receivable:
|
|
|
|
|
|
|
|
|
|
|
||||
|
ERMC
|
|
Sep 2021
|
|
4.00%
|
|
2,011
|
|
|
4.00%
|
|
2,183
|
|
||
|
Southwest Theaters LLC
|
|
Apr 2026
|
|
5.00%
|
|
588
|
|
|
5.00%
|
|
605
|
|
||
|
|
|
|
|
|
|
2,599
|
|
|
|
|
2,788
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
$
|
7,406
|
|
|
|
|
$
|
7,672
|
|
|
(1)
|
The note was amended to extend the maturity date and restructure the monthly payment amount subsequent to March 31, 2019. See
Note 15
for more information.
|
|
(2)
|
The
$1,100
note with D'Iberville Promenade, LLC, with a maturity date of December 2016, is in default.
|
|
Three Months Ended March 31, 2019
|
|
Malls
|
|
All Other
(1)
|
|
Total
|
||||||
|
Revenues
(2)
|
|
$
|
183,864
|
|
|
$
|
14,166
|
|
|
$
|
198,030
|
|
|
Property operating expenses
(3)
|
|
(57,181
|
)
|
|
(4,494
|
)
|
|
(61,675
|
)
|
|||
|
Interest expense
|
|
(23,190
|
)
|
|
(30,808
|
)
|
|
(53,998
|
)
|
|||
|
Gain on sales of real estate assets
|
|
—
|
|
|
228
|
|
|
228
|
|
|||
|
Segment profit (loss)
|
|
$
|
103,493
|
|
|
$
|
(20,908
|
)
|
|
82,585
|
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(69,792
|
)
|
|||||
|
General and administrative expense
|
|
|
|
|
|
(22,007
|
)
|
|||||
|
Litigation settlement
|
|
|
|
|
|
(88,150
|
)
|
|||||
|
Interest and other income
|
|
|
|
|
|
489
|
|
|||||
|
Gain on extinguishment of debt
|
|
|
|
|
|
71,722
|
|
|||||
|
Loss on impairment
|
|
|
|
|
|
(24,825
|
)
|
|||||
|
Income tax provision
|
|
|
|
|
|
(139
|
)
|
|||||
|
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
3,308
|
|
|||||
|
Net loss
|
|
|
|
|
|
$
|
(46,809
|
)
|
||||
|
Capital expenditures
(4)
|
|
$
|
28,024
|
|
|
$
|
115
|
|
|
$
|
28,139
|
|
|
Three Months Ended March 31, 2018
|
|
Malls
|
|
All Other
(1)
|
|
Total
|
||||||
|
Revenues
(2)
|
|
$
|
200,715
|
|
|
$
|
19,485
|
|
|
$
|
220,200
|
|
|
Property operating expenses
(3)
|
|
(63,829
|
)
|
|
(4,024
|
)
|
|
(67,853
|
)
|
|||
|
Interest expense
|
|
(25,774
|
)
|
|
(27,993
|
)
|
|
(53,767
|
)
|
|||
|
Other expense
|
|
(49
|
)
|
|
(45
|
)
|
|
(94
|
)
|
|||
|
Gain on sales of real estate assets
|
|
—
|
|
|
4,371
|
|
|
4,371
|
|
|||
|
Segment profit (loss)
|
|
$
|
111,063
|
|
|
$
|
(8,206
|
)
|
|
102,857
|
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
(71,750
|
)
|
|||
|
General and administrative expense
|
|
|
|
|
|
|
|
(18,304
|
)
|
|||
|
Interest and other income
|
|
|
|
|
|
|
|
213
|
|
|||
|
Loss on impairment
|
|
|
|
|
|
(18,061
|
)
|
|||||
|
Income tax benefit
|
|
|
|
|
|
|
|
645
|
|
|||
|
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
3,739
|
|
|||||
|
Net loss
|
|
|
|
|
|
|
|
$
|
(661
|
)
|
||
|
Capital expenditures
(4)
|
|
$
|
34,302
|
|
|
$
|
2,349
|
|
|
$
|
36,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
Malls
|
|
All Other
(1)
|
|
Total
|
||||||
|
March 31, 2019
|
|
$
|
4,691,869
|
|
|
$
|
470,079
|
|
|
$
|
5,161,948
|
|
|
|
|
|
|
|
|
|
||||||
|
December 31, 2018
|
|
$
|
4,868,141
|
|
|
$
|
472,712
|
|
|
$
|
5,340,853
|
|
|
|
|
|
|
|
|
|
||||||
|
(1)
|
The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities and the Management Company.
|
|
(2)
|
Management, development and leasing fees are included in the All Other category. See
Note 3
for information on the Company's revenues disaggregated by revenue source for each of the above segments.
|
|
(3)
|
Property operating expenses include property operating, real estate taxes and maintenance and repairs.
|
|
(4)
|
Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.
|
|
|
|
As of March 31, 2019
|
|
Obligation Recorded to
Reflect Guaranty |
|||||||||||||||||||||
|
Unconsolidated
Affiliate |
|
Company's
Ownership Interest |
|
Outstanding
Balance |
|
Percentage
Guaranteed by the Operating Partnership |
|
|
Maximum
Guaranteed Amount |
|
Debt
Maturity Date (1) |
|
3/31/2019
|
|
12/31/2018
|
||||||||||
|
West Melbourne I, LLC
- Phase I
(2)
|
|
50%
|
|
$
|
40,392
|
|
|
50
|
%
|
|
|
$
|
20,196
|
|
|
Feb-2021
|
|
|
$
|
202
|
|
|
$
|
203
|
|
|
West Melbourne I, LLC
- Phase II
(2)
|
|
50%
|
|
15,917
|
|
|
50
|
%
|
|
|
7,959
|
|
|
Feb-2021
|
|
|
80
|
|
|
80
|
|
||||
|
Port Orange I, LLC
|
|
50%
|
|
54,908
|
|
|
50
|
%
|
|
|
27,454
|
|
|
Feb-2021
|
|
|
275
|
|
|
280
|
|
||||
|
Ambassador
Infrastructure, LLC
|
|
65%
|
|
10,050
|
|
|
100
|
%
|
|
|
10,050
|
|
|
Aug-2020
|
|
|
101
|
|
|
106
|
|
||||
|
Shoppes at
Eagle Point, LLC
|
|
50%
|
|
35,189
|
|
|
35
|
%
|
(3)
|
|
12,740
|
|
|
Oct-2020
|
(4)
|
|
127
|
|
|
364
|
|
||||
|
EastGate Storage, LLC
|
|
50%
|
|
5,920
|
|
|
100
|
%
|
(5)
|
|
6,500
|
|
|
Dec-2022
|
|
|
65
|
|
|
65
|
|
||||
|
Self Storage at
Mid Rivers, LLC
|
|
50%
|
|
4,662
|
|
|
100
|
%
|
(6)
|
|
5,987
|
|
|
Apr-2023
|
|
|
60
|
|
|
60
|
|
||||
|
|
|
|
|
|
|
Total guaranty liability
|
|
|
$
|
910
|
|
|
$
|
1,158
|
|
||||||||||
|
(1)
|
Excludes any extension options.
|
|
(2)
|
The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.
|
|
(3)
|
The guaranty was reduced to
35%
once construction was completed during the first quarter of 2019.
|
|
(4)
|
The loan has
one
two
-year extension option, at the joint venture's election, for an outside maturity date of October 2022.
|
|
(5)
|
Once construction is complete, the guaranty will be reduced to
50%
. The guaranty will be further reduced to
25%
once certain debt and operational metrics are met.
|
|
(6)
|
The Company received a
1%
fee for the guaranty when the loan was issued in April 2018. The guaranty will be reduced to
50%
once construction is complete. The guaranty will be further reduced to
25%
once certain debt and operational metrics are met.
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
|
Nonvested at January 1, 2019
|
875,497
|
|
|
$
|
7.99
|
|
|
Granted
|
855,681
|
|
|
$
|
2.23
|
|
|
Vested
|
(743,574
|
)
|
|
$
|
5.11
|
|
|
Forfeited
|
(2,501
|
)
|
|
$
|
6.57
|
|
|
Nonvested at March 31, 2019
|
985,103
|
|
|
$
|
5.17
|
|
|
|
PSUs
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
|
Outstanding at January 1, 2019
|
910,911
|
|
|
$
|
4.67
|
|
|
2019 PSUs granted
(1)
|
1,103,537
|
|
|
$
|
2.40
|
|
|
Outstanding at March 31, 2019
(2)
|
2,014,448
|
|
|
$
|
3.42
|
|
|
(1)
|
Includes
566,862
shares classified as a liability due to the potential cash component described above.
|
|
(2)
|
None
of the PSUs outstanding at
March 31, 2019
were vested.
|
|
|
2019 PSUs
|
|
2018 PSUs
|
|
2017 PSUs
|
|||||||||
|
Grant date
|
February 11, 2019
|
|
February 12, 2018
|
|
February 7, 2017
|
|||||||||
|
Fair value per share on valuation date
(1)
|
$
|
4.74
|
|
|
|
$
|
4.76
|
|
|
|
$
|
6.86
|
|
|
|
Risk-free interest rate
(2)
|
2.54
|
%
|
|
|
2.36
|
%
|
|
|
1.53
|
%
|
|
|||
|
Expected share price volatility
(3)
|
60.99
|
%
|
|
|
42.02
|
%
|
|
|
32.85
|
%
|
|
|||
|
(1)
|
The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a
three
-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of
357,800
shares at a fair value of
$2.45
(which relate to relative TSR) and
178,875
shares at a fair value of
$2.29
per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of
240,164
shares at a fair value of
$3.13
per share (which relate to relative TSR) and
$120,064
shares at a fair value of
$1.63
per share (which relate to absolute TSR).
|
|
(2)
|
The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.
|
|
(3)
|
The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a
three
-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
Accrued dividends and distributions payable
|
$
|
17,191
|
|
|
$
|
41,759
|
|
|
Additions to real estate assets accrued but not yet paid
|
19,757
|
|
|
2,071
|
|
||
|
Conversion of Operating Partnership units for common stock
|
—
|
|
|
3,059
|
|
||
|
Lease liabilities arising from obtaining right-of-use assets
|
4,024
|
|
|
—
|
|
||
|
Transfer of real estate assets in settlement of mortgage debt obligation:
|
|
|
|
||||
|
Decrease in real estate assets
|
(60,059
|
)
|
|
—
|
|
||
|
Decrease in mortgage and other indebtedness
|
124,111
|
|
|
—
|
|
||
|
Decrease in operating assets and liabilities
|
9,333
|
|
|
—
|
|
||
|
Decrease in intangible lease and other assets
|
(1,663
|
)
|
|
—
|
|
||
|
•
|
general industry, economic and business conditions;
|
|
•
|
interest rate fluctuations;
|
|
•
|
costs and availability of capital, including debt, and capital requirements;
|
|
•
|
costs and availability of real estate;
|
|
•
|
inability to consummate acquisition opportunities and other risks associated with acquisitions;
|
|
•
|
competition from other companies and retail formats;
|
|
•
|
changes in retail demand and rental rates in our markets;
|
|
•
|
shifts in customer demands including the impact of online shopping;
|
|
•
|
tenant bankruptcies or store closings;
|
|
•
|
changes in vacancy rates at our properties;
|
|
•
|
changes in operating expenses;
|
|
•
|
changes in applicable laws, rules and regulations;
|
|
•
|
sales of real property;
|
|
•
|
cyber-attacks or acts of cyber-terrorism;
|
|
•
|
changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;
|
|
•
|
the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and
|
|
•
|
other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report.
|
|
Property
|
|
Location
|
|
Date Opened
|
|
EastGate Mall - CubeSmart Self-storage
(1)
|
|
Cincinnati, OH
|
|
September 2018
|
|
The Shoppes at Eagle Point
(1)
|
|
Cookeville, TN
|
|
November 2018
|
|
Mid Rivers Mall - CubeSmart Self-storage
(1)
|
|
St. Peters, MO
|
|
January 2019
|
|
(1)
|
Each of these properties is owned by a 50/50 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.
|
|
|
|
Total for the Three
Months
Ended March 31, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
|
Rental revenues
|
|
$
|
190,980
|
|
|
$
|
212,729
|
|
|
$
|
(21,749
|
)
|
|
$
|
(14,720
|
)
|
|
$
|
79
|
|
|
$
|
(7,108
|
)
|
|
$
|
(21,749
|
)
|
|
Management, development and leasing fees
|
|
2,523
|
|
|
2,721
|
|
|
(198
|
)
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|||||||
|
Other
|
|
4,527
|
|
|
4,750
|
|
|
(223
|
)
|
|
(245
|
)
|
|
14
|
|
|
8
|
|
|
(223
|
)
|
|||||||
|
Total revenues
|
|
$
|
198,030
|
|
|
$
|
220,200
|
|
|
$
|
(22,170
|
)
|
|
$
|
(15,163
|
)
|
|
$
|
93
|
|
|
$
|
(7,100
|
)
|
|
$
|
(22,170
|
)
|
|
|
|
Total for the Three
Months
Ended March 31, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
|
Property operating
|
|
$
|
(28,980
|
)
|
|
$
|
(32,826
|
)
|
|
$
|
3,846
|
|
|
$
|
2,811
|
|
|
$
|
37
|
|
|
$
|
998
|
|
|
$
|
3,846
|
|
|
Real estate taxes
|
|
(19,919
|
)
|
|
(21,848
|
)
|
|
1,929
|
|
|
1,494
|
|
|
39
|
|
|
396
|
|
|
1,929
|
|
|||||||
|
Maintenance and repairs
|
|
(12,776
|
)
|
|
(13,179
|
)
|
|
403
|
|
|
(283
|
)
|
|
183
|
|
|
503
|
|
|
403
|
|
|||||||
|
Property operating expenses
|
|
(61,675
|
)
|
|
(67,853
|
)
|
|
6,178
|
|
|
4,022
|
|
|
259
|
|
|
1,897
|
|
|
6,178
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Depreciation and amortization
|
|
(69,792
|
)
|
|
(71,750
|
)
|
|
1,958
|
|
|
939
|
|
|
(1,816
|
)
|
|
2,835
|
|
|
1,958
|
|
|||||||
|
General and administrative
|
|
(22,007
|
)
|
|
(18,304
|
)
|
|
(3,703
|
)
|
|
(3,710
|
)
|
|
—
|
|
|
7
|
|
|
(3,703
|
)
|
|||||||
|
Loss on impairment
|
|
(24,825
|
)
|
|
(18,061
|
)
|
|
(6,764
|
)
|
|
(2,284
|
)
|
|
(22,770
|
)
|
|
18,290
|
|
|
(6,764
|
)
|
|||||||
|
Litigation settlement
|
|
(88,150
|
)
|
|
—
|
|
|
(88,150
|
)
|
|
(88,150
|
)
|
|
—
|
|
|
—
|
|
|
(88,150
|
)
|
|||||||
|
Other
|
|
—
|
|
|
(94
|
)
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||||
|
Total operating expenses
|
|
$
|
(266,449
|
)
|
|
$
|
(176,062
|
)
|
|
$
|
(90,387
|
)
|
|
$
|
(89,089
|
)
|
|
$
|
(24,327
|
)
|
|
$
|
23,029
|
|
|
$
|
(90,387
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
Net loss
|
$
|
(46,809
|
)
|
|
$
|
(661
|
)
|
|
Adjustments:
(1)
|
|
|
|
||||
|
Depreciation and amortization
|
78,301
|
|
|
79,985
|
|
||
|
Interest expense
|
58,802
|
|
|
57,870
|
|
||
|
Abandoned projects expense
|
—
|
|
|
94
|
|
||
|
Gain on sales of real estate assets
|
(858
|
)
|
|
(4,371
|
)
|
||
|
Gain on extinguishment of debt
|
(71,722
|
)
|
|
—
|
|
||
|
Loss on impairment
|
24,825
|
|
|
18,061
|
|
||
|
Litigation settlement
|
88,150
|
|
|
—
|
|
||
|
Income tax (benefit) provision
|
139
|
|
|
(645
|
)
|
||
|
Lease termination fees
|
(1,017
|
)
|
|
(6,261
|
)
|
||
|
Straight-line rent and above- and below-market lease amortization
|
(1,045
|
)
|
|
2,828
|
|
||
|
Net income attributable to noncontrolling interests in other consolidated subsidiaries
|
75
|
|
|
(101
|
)
|
||
|
General and administrative expenses
|
22,007
|
|
|
18,304
|
|
||
|
Management fees and non-property level revenues
|
(2,666
|
)
|
|
(3,818
|
)
|
||
|
Operating Partnership's share of property NOI
|
148,182
|
|
|
161,285
|
|
||
|
Non-comparable NOI
|
(5,041
|
)
|
|
(10,105
|
)
|
||
|
Total same-center NOI
|
$
|
143,141
|
|
|
$
|
151,180
|
|
|
(1)
|
Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties.
|
|
(1)
|
Stabilized Malls – Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
|
|
(2)
|
Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category. The Outlet Shoppes at Laredo was classified as a non-stabilized mall as of
March 31, 2019
and
2018
.
|
|
(3)
|
Excluded Malls - We exclude malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:
|
|
a.
|
Lender Malls - Malls for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender. Triangle Town Center, Hickory Point Mall and Greenbrier Mall were classified as Lender Malls as of
March 31, 2019
, and Acadiana Mall was classified as a Lender Mall as of
March 31, 2018
. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these properties or they may be under cash management agreements with the respective servicers.
|
|
b.
|
Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the mall no longer represents the best use of the mall and we are in the process of evaluating alternative strategies for the mall. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the mall, we may determine that the mall no longer meets our criteria for long-term investment. The steps taken to reposition these malls, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these malls. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. There were no malls classified as Repositioning Malls as of
March 31, 2019
. Cary Towne Center and Hickory Point Mall were classified as Repositioning Malls as of
March 31, 2018
.
|
|
c.
|
Minority Interest Malls - Malls in which we have a 25% or less ownership interest. There were no malls classified as Minority Interest Malls as of
March 31, 2019
. Triangle Town Center was classified as a Minority Interest Mall as of March 31, 2018.
|
|
|
Three Months Ended March 31,
|
||
|
|
2019
|
|
2018
|
|
Malls
|
92.8%
|
|
91.2%
|
|
Other properties
|
7.2%
|
|
8.8%
|
|
|
Twelve Months Ended March 31,
|
|
|
||
|
|
2019
|
|
2018
|
|
% Change
|
|
Stabilized mall same-center sales per square foot
|
$377
|
|
$377
|
|
—%
|
|
Stabilized mall sales per square foot
|
$377
|
|
$373
|
|
1.1%
|
|
|
As of March 31,
|
||
|
|
2019
|
|
2018
|
|
Total portfolio
|
91.3%
|
|
91.1%
|
|
Malls:
|
|
|
|
|
Total mall portfolio
|
89.4%
|
|
89.3%
|
|
Same-center malls
|
89.7%
|
|
89.5%
|
|
Stabilized malls
|
89.7%
|
|
89.5%
|
|
Non-stabilized malls
(2)
|
76.4%
|
|
77.0%
|
|
Other properties:
|
97.3%
|
|
97.4%
|
|
Associated centers
|
96.9%
|
|
97.8%
|
|
Community centers
|
97.6%
|
|
97.4%
|
|
(1)
|
As noted above, excluded properties are not included in occupancy metrics. Occupancy for malls represents percentage of mall store gross leasable area occupied under 20,000 square feet. Occupancy for other properties represents percentage of gross leasable area occupied.
|
|
(2)
|
Represents occupancy for The Outlet Shoppes at Laredo as of
March 31, 2019
and
2018
.
|
|
|
Three Months Ended
March 31, |
|
|
|
2019
|
|
|
Operating portfolio:
|
|
|
|
New leases
|
271,813
|
|
|
Renewal leases
|
692,127
|
|
|
Development portfolio:
|
|
|
|
New leases
|
149,737
|
|
|
Total leased
|
1,113,677
|
|
|
|
|
As of March 31,
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
Malls:
|
|
$
|
32.37
|
|
|
$
|
32.59
|
|
|
Same-center stabilized malls
|
|
32.45
|
|
|
32.86
|
|
||
|
Stabilized malls
|
|
32.45
|
|
|
32.66
|
|
||
|
Non-stabilized malls
(2)
|
|
25.21
|
|
|
26.14
|
|
||
|
Other properties:
|
|
15.34
|
|
|
15.13
|
|
||
|
Associated centers
|
|
13.80
|
|
|
13.74
|
|
||
|
Community centers
|
|
16.82
|
|
|
15.99
|
|
||
|
Office buildings
|
|
17.32
|
|
|
19.39
|
|
||
|
(1)
|
As noted above, excluded properties are not included. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.
|
|
(2)
|
Represents average annual base rents for The Outlet Shoppes at Laredo as of
March 31, 2019
and
2018
.
|
|
Property Type
|
|
Square
Feet |
|
Prior
Gross
Rent PSF |
|
New
Initial
Gross
Rent PSF |
|
% Change
Initial |
|
New
Average
Gross
Rent PSF (1) |
|
% Change
Average |
|||||||||
|
All Property Types
(2)
|
|
568,714
|
|
|
$
|
38.88
|
|
|
$
|
34.54
|
|
|
(11.2
|
)%
|
|
$
|
35.18
|
|
|
(9.5
|
)%
|
|
Stabilized malls
|
|
496,998
|
|
|
40.41
|
|
|
35.97
|
|
|
(11.0
|
)%
|
|
36.60
|
|
|
(9.4
|
)%
|
|||
|
New leases
|
|
47,740
|
|
|
55.48
|
|
|
57.67
|
|
|
3.9
|
%
|
|
60.62
|
|
|
9.3
|
%
|
|||
|
Renewal leases
|
|
449,258
|
|
|
38.81
|
|
|
33.66
|
|
|
(13.3
|
)%
|
|
34.04
|
|
|
(12.3
|
)%
|
|||
|
(1)
|
Average gross rent does not incorporate allowable future increases for recoverable common area expenses.
|
|
(2)
|
Includes stabilized malls, associated centers, community centers and office buildings.
|
|
|
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
|
52
|
|
|
106,720
|
|
|
7.33
|
|
|
$
|
48.84
|
|
|
$
|
51.49
|
|
|
$
|
48.10
|
|
|
$
|
0.74
|
|
|
1.5
|
%
|
|
$
|
3.39
|
|
|
7.0
|
%
|
|
Renewal
|
326
|
|
|
1,125,918
|
|
|
2.84
|
|
|
29.69
|
|
|
29.93
|
|
|
34.37
|
|
|
(4.68
|
)
|
|
(13.6
|
)%
|
|
(4.44
|
)
|
|
(12.9
|
)%
|
|||||
|
Commencement 2019 Total
|
378
|
|
|
1,232,638
|
|
|
3.46
|
|
|
31.35
|
|
|
31.80
|
|
|
35.56
|
|
|
(4.21
|
)
|
|
(11.8
|
)%
|
|
(3.76
|
)
|
|
(10.6
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Commencement 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
New
|
2
|
|
|
1,151
|
|
|
6.00
|
|
|
232.61
|
|
|
245.67
|
|
|
225.19
|
|
|
7.42
|
|
|
3.3
|
%
|
|
20.48
|
|
|
9.1
|
%
|
|||||
|
Renewal
|
34
|
|
|
95,924
|
|
|
3.35
|
|
|
41.68
|
|
|
42.33
|
|
|
41.89
|
|
|
(0.21
|
)
|
|
(0.5
|
)%
|
|
0.44
|
|
|
1.1
|
%
|
|||||
|
Commencement 2020 Total
|
36
|
|
|
97,075
|
|
|
3.49
|
|
|
43.94
|
|
|
44.74
|
|
|
44.06
|
|
|
(0.12
|
)
|
|
(0.3
|
)%
|
|
0.68
|
|
|
1.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total 2019/2020
|
414
|
|
|
1,329,713
|
|
|
3.46
|
|
|
$
|
32.27
|
|
|
$
|
32.74
|
|
|
$
|
36.18
|
|
|
$
|
(3.91
|
)
|
|
(10.8
|
)%
|
|
$
|
(3.44
|
)
|
|
(9.5
|
)%
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
Net cash provided by operating activities
|
$
|
55,488
|
|
|
$
|
98,227
|
|
|
$
|
(42,739
|
)
|
|
Net cash provided by (used in) investing activities
|
13,737
|
|
|
(28,532
|
)
|
|
42,269
|
|
|||
|
Net cash used in financing activities
|
(81,321
|
)
|
|
(79,332
|
)
|
|
(1,989
|
)
|
|||
|
Net cash flows
|
$
|
(12,096
|
)
|
|
$
|
(9,637
|
)
|
|
$
|
(2,459
|
)
|
|
March 31, 2019
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Non-recourse loans on operating
properties
(2)
|
|
$
|
1,607,494
|
|
|
$
|
(93,909
|
)
|
|
$
|
537,444
|
|
|
$
|
2,051,029
|
|
|
4.99%
|
|
Recourse loan on operating property
(3)
|
|
—
|
|
|
—
|
|
|
10,050
|
|
|
10,050
|
|
|
3.74%
|
||||
|
Senior unsecured notes due 2023
(4)
|
|
447,539
|
|
|
—
|
|
|
—
|
|
|
447,539
|
|
|
5.25%
|
||||
|
Senior unsecured notes due 2024
(5)
|
|
299,955
|
|
|
—
|
|
|
—
|
|
|
299,955
|
|
|
4.60%
|
||||
|
Senior unsecured notes due 2026
(6)
|
|
616,842
|
|
|
—
|
|
|
—
|
|
|
616,842
|
|
|
5.95%
|
||||
|
Total fixed-rate debt
|
|
2,971,830
|
|
|
(93,909
|
)
|
|
547,494
|
|
|
3,425,415
|
|
|
5.16%
|
||||
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Recourse loans on operating properties
|
|
68,063
|
|
|
—
|
|
|
84,404
|
|
|
152,467
|
|
|
5.00%
|
||||
|
Construction loans
|
|
12,390
|
|
|
—
|
|
|
|
|
|
12,390
|
|
|
5.38%
|
||||
|
Secured line of credit
(7)
|
|
390,000
|
|
|
—
|
|
|
—
|
|
|
390,000
|
|
|
4.74%
|
||||
|
Secured term loan
(7)
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
4.74%
|
||||
|
Total variable-rate debt
|
|
970,453
|
|
|
—
|
|
|
84,404
|
|
|
1,054,857
|
|
|
4.78%
|
||||
|
Total fixed-rate and variable-rate debt
|
|
3,942,283
|
|
|
(93,909
|
)
|
|
631,898
|
|
|
4,480,272
|
|
|
5.07%
|
||||
|
Unamortized deferred financing costs
|
|
(20,071
|
)
|
|
775
|
|
|
(2,529
|
)
|
|
(21,825
|
)
|
|
|
||||
|
Liabilities related to assets held for sale
(8)
|
|
(23,662
|
)
|
|
—
|
|
|
—
|
|
|
(23,662
|
)
|
|
|
||||
|
Mortgage and other indebtedness, net
|
|
$
|
3,898,550
|
|
|
$
|
(93,134
|
)
|
|
$
|
629,369
|
|
|
$
|
4,434,785
|
|
|
|
|
December 31, 2018
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
|
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-recourse loans on operating properties
(2)
|
|
$
|
1,783,097
|
|
|
$
|
(94,361
|
)
|
|
$
|
540,068
|
|
|
$
|
2,228,804
|
|
|
5.01%
|
|
Recourse loans on operating properties
(3)
|
|
—
|
|
|
—
|
|
|
10,605
|
|
|
10,605
|
|
|
3.74%
|
||||
|
Senior unsecured notes due 2023
(4)
|
|
447,423
|
|
|
—
|
|
|
—
|
|
|
447,423
|
|
|
5.25%
|
||||
|
Senior unsecured notes due 2024
(5)
|
|
299,953
|
|
|
—
|
|
|
—
|
|
|
299,953
|
|
|
4.60%
|
||||
|
Senior unsecured notes due 2026
(6)
|
|
616,635
|
|
|
—
|
|
|
—
|
|
|
616,635
|
|
|
5.95%
|
||||
|
Total fixed-rate debt
|
|
3,147,108
|
|
|
(94,361
|
)
|
|
550,673
|
|
|
3,603,420
|
|
|
5.16%
|
||||
|
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Recourse loans on operating properties
|
|
68,607
|
|
|
—
|
|
|
96,012
|
|
|
164,619
|
|
|
4.91%
|
||||
|
Construction loan
|
|
8,172
|
|
|
—
|
|
|
3,892
|
|
|
12,064
|
|
|
5.20%
|
||||
|
Unsecured lines of credit
(7)
|
|
183,972
|
|
|
—
|
|
|
—
|
|
|
183,972
|
|
|
3.90%
|
||||
|
Unsecured term loans
(7)
|
|
695,000
|
|
|
—
|
|
|
—
|
|
|
695,000
|
|
|
4.21%
|
||||
|
Total variable-rate debt
|
|
955,751
|
|
|
—
|
|
|
99,904
|
|
|
1,055,655
|
|
|
4.28%
|
||||
|
Total fixed-rate and variable-rate debt
|
|
4,102,859
|
|
|
(94,361
|
)
|
|
650,577
|
|
|
4,659,075
|
|
|
4.96%
|
||||
|
Unamortized deferred financing costs
|
|
(15,963
|
)
|
|
804
|
|
|
(2,687
|
)
|
|
(17,846
|
)
|
|
|
||||
|
Liabilities related to assets held for sale
(8)
|
|
(43,716
|
)
|
|
—
|
|
|
—
|
|
|
(43,716
|
)
|
|
|
||||
|
Mortgage and other indebtedness, net
|
|
$
|
4,043,180
|
|
|
$
|
(93,557
|
)
|
|
$
|
647,890
|
|
|
$
|
4,597,513
|
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
|
(2)
|
An unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $44,558 as of
March 31, 2019
and $44,863 as of
December 31, 2018
related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.
|
|
(3)
|
The unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $10,050 as of
March 31, 2019
and $10,605 as of
December 31, 2018
related to a variable-rate loan on Ambassador Town Center - Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.
|
|
(4)
|
The balance is net of an unamortized discount of
$2,461
and
$2,577
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
(5)
|
The balance is net of an unamortized discount of
$45
and
$47
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
(6)
|
The balance is net of an unamortized discount of
$8,158
and
$8,365
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
(7)
|
We replaced our unsecured lines of credit and unsecured term loans in January 2019 with a new secured senior credit facility.
|
|
(8)
|
Represents a
$23,662
non-recourse loan secured by Honey Creek Mall that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale. Represents a
$43,716
non-recourse mortgage loan secured by Cary Towne Center that was classified on the consolidated balance sheet as liabilities related to assets held for sale.
|
|
Rating Agency
|
|
Rating
|
|
Outlook
|
|
Fitch
|
|
BB-
|
|
Negative
|
|
Moody's
|
|
B1
|
|
Stable
|
|
S&P
|
|
BB-
|
|
Negative
|
|
|
|
|
Sales Per Square
Foot for the Twelve
Months Ended
(1) (2)
|
|
Occupancy
(2)
|
|
% of
Consolidated Unencumbered NOI for the Three Months Ended 3/31/19 (3) |
|
|||||||||||
|
|
03/31/19
|
|
03/31/18
|
|
03/31/19
|
|
03/31/18
|
|
|
||||||||||
|
Unencumbered consolidated properties:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Tier 1 Malls
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.1
|
%
|
(4)
|
|||
|
Tier 2 Malls
|
|
$
|
332
|
|
|
$
|
339
|
|
|
84.4
|
%
|
|
86.4
|
%
|
|
43.6
|
%
|
|
|
|
Tier 3 Malls
|
|
275
|
|
|
288
|
|
|
87.4
|
%
|
|
86.7
|
%
|
|
26.3
|
%
|
|
|||
|
Total Malls
|
|
$
|
308
|
|
|
$
|
318
|
|
|
85.7
|
%
|
|
86.5
|
%
|
|
76.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Associated Centers
|
|
N/A
|
|
|
N/A
|
|
|
96.9
|
%
|
|
97.4
|
%
|
|
15.4
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Community Centers
|
|
N/A
|
|
|
N/A
|
|
|
99.4
|
%
|
|
97.0
|
%
|
|
6.9
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Office Buildings and Other
|
|
N/A
|
|
|
N/A
|
|
|
94.9
|
%
|
|
83.4
|
%
|
|
1.7
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total Unencumbered Consolidated Portfolio
|
|
$
|
308
|
|
|
$
|
318
|
|
|
90.4
|
%
|
|
90.5
|
%
|
|
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 operating properties and do not include sales or occupancy of unencumbered parcels.
|
|
(3)
|
Our consolidated unencumbered properties generated approximately
27.0%
of total consolidated NOI of
$127,077
(which excludes NOI related to dispositions) for the
three
months ended
March 31, 2019
.
|
|
(4)
|
NOI is derived from unencumbered portions of Tier One properties, including outparcels, anchors and former anchors that have been redeveloped, that are otherwise secured by a loan.
|
|
Period
|
|
Dividend Amount
|
|
Declaration Date
|
|
Date Paid
|
|
First Quarter
|
|
$0.075
|
|
February 25, 2019
|
|
April 16, 2019
|
|
|
Shares
Outstanding |
|
Stock Price
(1)
|
|
Value
|
|||||
|
Common stock and operating partnership units
|
200,220
|
|
|
$
|
1.55
|
|
|
$
|
310,341
|
|
|
7.375% Series D Cumulative Redeemable Preferred Stock
|
1,815
|
|
|
250.00
|
|
|
453,750
|
|
||
|
6.625% Series E Cumulative Redeemable Preferred Stock
|
690
|
|
|
250.00
|
|
|
172,500
|
|
||
|
Total market equity
|
|
|
|
|
|
|
936,591
|
|
||
|
Company’s share of total debt, excluding unamortized deferred financing costs
|
|
|
|
|
|
|
4,480,272
|
|
||
|
Total market capitalization
|
|
|
|
|
|
|
$
|
5,416,863
|
|
|
|
(1)
|
Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on March 29, 2019. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
Tenant allowances
(1)
|
$
|
2,254
|
|
|
$
|
15,124
|
|
|
|
|
|
|
||||
|
Renovations
|
—
|
|
|
563
|
|
||
|
|
|
|
|
||||
|
Deferred maintenance:
|
|
|
|
||||
|
Parking lot and parking lot lighting
|
88
|
|
|
344
|
|
||
|
Roof repairs and replacements
|
62
|
|
|
1,625
|
|
||
|
Other capital expenditures
|
3,586
|
|
|
5,878
|
|
||
|
Total deferred maintenance
|
3,736
|
|
|
7,847
|
|
||
|
|
|
|
|
||||
|
Capitalized overhead
|
947
|
|
|
1,419
|
|
||
|
|
|
|
|
||||
|
Capitalized interest
|
563
|
|
|
587
|
|
||
|
|
|
|
|
||||
|
Total capital expenditures
|
$
|
7,500
|
|
|
$
|
25,540
|
|
|
(1)
|
Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
|
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||||||
|
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total
Project Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
2019 YTD
Cost
|
|
Opening
Date
|
|
Initial
Unleveraged Yield |
|||||||
|
Other - Outparcel Development:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Mid Rivers Mall - CubeSmart Self-
storage (3) (4) |
|
St. Peters, MO
|
|
50%
|
|
93,540
|
|
|
$
|
4,122
|
|
|
$
|
3,235
|
|
|
$
|
653
|
|
|
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) Outparcel development adjacent to the mall.
|
|||||||||||||||||||||||
|
(4) Yield is based on the expected yield of the stabilized project.
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||||||
|
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total
Project Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
2019 YTD
Cost
|
|
Opening
Date
|
|
Initial
Unleveraged Yield |
|||||||
|
Mall Redevelopments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
East Towne Mall - Portillo's
|
|
Madison, WI
|
|
100%
|
|
9,000
|
|
|
$
|
2,956
|
|
|
$
|
2,487
|
|
|
$
|
71
|
|
|
Feb-19
|
|
8.0%
|
|
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)
|
|
Chattanooga, TN
|
|
100%
|
|
10,000
|
|
|
1,797
|
|
|
513
|
|
|
—
|
|
|
Feb-19
|
|
7.6%
|
|||
|
Total Redevelopments Completed
|
|
|
|
|
|
19,000
|
|
|
$
|
4,753
|
|
|
$
|
3,000
|
|
|
$
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
(1) Total Cost is presented net of reimbursements to be received.
|
|||||||||||||||||||||||
|
(2) Cost to Date does not reflect reimbursements until they are received.
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||||||
|
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total
Project Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
2019 YTD
Cost
|
|
Expected
Opening Date |
|
Initial
Unleveraged Yield |
|||||||
|
Mall Redevelopments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Brookfield Square - Sears Redevelopment (Whirlyball/Marcus Theaters)
(3)
|
|
Brookfield, WI
|
|
100%
|
|
126,710
|
|
|
$
|
26,627
|
|
|
$
|
16,556
|
|
|
$
|
4,116
|
|
|
Fall-19
|
|
10.7%
|
|
Dakota Square Mall - HomeGoods
|
|
Minot, ND
|
|
100%
|
|
28,406
|
|
|
2,478
|
|
|
2,288
|
|
|
1,310
|
|
|
Spring-19
|
|
14.4%
|
|||
|
Friendly Center - O2 Fitness
|
|
Greensboro, NC
|
|
50%
|
|
27,048
|
|
|
2,285
|
|
|
1,694
|
|
|
287
|
|
|
Spring-19
|
|
10.3%
|
|||
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||||||
|
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total
Project Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
2019 YTD
Cost
|
|
Expected
Opening Date |
|
Initial
Unleveraged Yield |
|||||||
|
Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Hotel/Office)
(3)
|
|
Chattanooga, TN
|
|
90%
|
|
197,683
|
|
|
38,674
|
|
|
11,270
|
|
|
2,055
|
|
|
Spring/Fall-20
|
|
7.1%
|
|||
|
Hanes Mall - Dave & Buster's
|
|
Winston-Salem, NC
|
|
100%
|
|
44,922
|
|
|
5,932
|
|
|
2,180
|
|
|
35
|
|
|
Spring-19
|
|
11.0%
|
|||
|
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods)
(3)
|
|
Beaumont, TX
|
|
100%
|
|
86,136
|
|
|
20,899
|
|
|
16,738
|
|
|
10,259
|
|
|
Spring-19
|
|
6.4%
|
|||
|
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner)
|
|
Daytona Beach, FL
|
|
100%
|
|
23,341
|
|
|
9,795
|
|
|
5,500
|
|
|
86
|
|
|
Spring-19
|
|
8.0%
|
|||
|
Total Properties Under Redevelopment
|
|
|
|
534,246
|
|
|
$
|
106,690
|
|
|
$
|
56,226
|
|
|
$
|
18,148
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
(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 Square and Hamilton Place) and Macy's (Parkdale Mall) buildings in 2017.
|
|||||||||||||||||||||||
|
Property
|
|
Location
|
|
CBL
Ownership
Interest
|
|
Total
Project
Square
Feet
|
|
CBL's Share of
Estimated Total
Cost
(1)
|
|
Expected
Opening
Date
|
|
Initial
Unleveraged
Yield
|
|
Other - Outparcel Development:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parkdale Mall - Self-storage
(2)
|
|
Beaumont, TX
|
|
50%
|
|
68,000 - 70,000
|
|
$4,000 - $5,000
|
|
Winter-19
|
|
10.0% - 11.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Total Cost is presented net of reimbursements to be received.
|
||||||||||||
|
(2) Yield is based on expected yield once project stabilizes.
|
||||||||||||
|
•
|
Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.
|
|
•
|
We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
Net loss attributable to common shareholders
|
$
|
(50,199
|
)
|
|
$
|
(10,320
|
)
|
|
Noncontrolling interest in loss of Operating Partnership
|
(7,758
|
)
|
|
(1,665
|
)
|
||
|
Depreciation and amortization expense of:
|
|
|
|
||||
|
Consolidated properties
|
69,792
|
|
|
71,750
|
|
||
|
Unconsolidated affiliates
|
10,666
|
|
|
10,401
|
|
||
|
Non-real estate assets
|
(897
|
)
|
|
(921
|
)
|
||
|
Noncontrolling interests' share of depreciation and amortization
|
(2,157
|
)
|
|
(2,166
|
)
|
||
|
Loss on impairment
|
24,825
|
|
|
18,061
|
|
||
|
Gain on depreciable property
|
(242
|
)
|
|
(2,236
|
)
|
||
|
FFO allocable to Operating Partnership common unitholders
|
44,030
|
|
|
82,904
|
|
||
|
Litigation settlement, net of taxes
(1)
|
87,667
|
|
|
—
|
|
||
|
Non-cash default interest expense
(2)
|
542
|
|
|
916
|
|
||
|
Gain on extinguishment of debt
(3)
|
(71,722
|
)
|
|
—
|
|
||
|
FFO allocable to Operating Partnership common unitholders, as adjusted
|
$
|
60,517
|
|
|
$
|
83,820
|
|
|
|
|
|
|
||||
|
FFO per diluted share
|
$
|
0.22
|
|
|
$
|
0.42
|
|
|
|
|
|
|
||||
|
FFO, as adjusted, per diluted share
|
$
|
0.30
|
|
|
$
|
0.42
|
|
|
|
|
|
|
||||
|
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted
|
200,010
|
|
|
199,694
|
|
||
|
|
|
|
|
||||
|
(1) The three months ended March 31, 2019 is comprised of the accrued maximum expense of $88.2 million related to the proposed settlement of a class action lawsuit.
|
|||||||
|
(2) The three months ended March 31, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. The three months ended March 31, 2018 includes default interest expense related to Acadiana Mall.
|
|||||||
|
(3) The three months ended March 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019.
|
|||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
Diluted EPS attributable to common shareholders
|
$
|
(0.29
|
)
|
|
$
|
(0.06
|
)
|
|
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
|
0.39
|
|
|
0.40
|
|
||
|
Loss on impairment, net of taxes
|
0.12
|
|
|
0.09
|
|
||
|
Gain on depreciable property, net of taxes and noncontrolling interests' share
|
—
|
|
|
(0.01
|
)
|
||
|
FFO per diluted share
|
$
|
0.22
|
|
|
$
|
0.42
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
FFO allocable to Operating Partnership common unitholders
|
$
|
44,030
|
|
|
$
|
82,904
|
|
|
Percentage allocable to common shareholders
(1)
|
86.62
|
%
|
|
86.10
|
%
|
||
|
FFO allocable to common shareholders
|
$
|
38,139
|
|
|
$
|
71,380
|
|
|
|
|
|
|
||||
|
FFO allocable to Operating Partnership common unitholders, as adjusted
|
$
|
60,517
|
|
|
$
|
83,820
|
|
|
Percentage allocable to common shareholders
(1)
|
86.62
|
%
|
|
86.10
|
%
|
||
|
FFO allocable to common shareholders, as adjusted
|
$
|
52,420
|
|
|
$
|
72,169
|
|
|
(1)
|
Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
|
|
Period
|
|
Total
Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
per
Share
(2)
|
|
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Plan
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plan
|
||||||||||
|
January 1 – 31, 2019
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
February 1 - 28, 2019
|
|
55,215
|
|
|
|
2.39
|
|
|
|
—
|
|
|
|
—
|
|
|
||
|
March 1 - 31, 2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||
|
Total
|
|
55,215
|
|
|
|
$
|
2.39
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
(1)
|
Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock.
|
|
(2)
|
Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.
|
|
Exhibit
Number
|
|
Description
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|