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Section 1: 8-K (8-K)

Document


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

FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):  April 26, 2018
 

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
 
 
Delaware
 
1-12494
 
62-1545718
Delaware
 
333-182515-01
 
62-1542285
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission File
 Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421
(Address of principal executive office, including zip code)
 
 
 
 
 
423.855.0001
(Registrant's telephone number, including area code)
 
 
 
 
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company o    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






ITEM 2.02 Results of Operations and Financial Condition

On April 26, 2018, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2018. The Company's earnings release and supplemental financial and operating information for the first quarter ended March 31, 2018 is attached as Exhibit 99.1. On April 27, 2018, the Company held a conference call to discuss the results for the first quarter ended March 31, 2018. The conference call script is attached as Exhibit 99.2.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired
Not applicable

(b)
Pro Forma Financial Information
Not applicable

(c)
Shell Company Transactions
Not applicable

(d)
Exhibits
 
 
 
 
Exhibit
Number
 
Description
 
 










SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CBL & ASSOCIATES PROPERTIES, INC.


/s/ Farzana Khaleel
___________________________________
Farzana Khaleel
Executive Vice President -
Chief Financial Officer and Treasurer


CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL HOLDINGS I, INC., its general partner


/s/ Farzana Khaleel
___________________________________
Farzana Khaleel
Executive Vice President -
Chief Financial Officer and Treasurer
                             


Date: April 27, 2018
 



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1















393222176_cblmark.jpg



Earnings Release and
Supplemental Financial and Operating Information

For the Three Months Ended
March 31, 2018





393222176_cblmarka01.jpg
Earnings Release and Supplemental Financial and Operating Information
Table of Contents

 
 
Page
 
 
 
 
 
 
 
 
Reconciliations of Supplementary Non-GAAP Financial Measures:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



393222176_pressreleaseheadercopya01.jpg


Contact: Katie Reinsmidt, EVP - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com


CBL PROPERTIES REPORTS RESULTS FOR FIRST QUARTER 2018
Results In-line With Expectations - Guidance Maintained

CHATTANOOGA, Tenn. (April 26, 2018) – CBL Properties (NYSE:CBL) announced results for the first quarter ended March 31, 2018. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
 
 
Three Months Ended
March 31,
 
 
2018
 
2017
 
%
Net income (loss) attributable to common shareholders per diluted share
 
$
(0.06
)
 
$
0.13

 
(146.2)%
Funds from Operations ("FFO") per diluted share
 
$
0.42

 
$
0.53

 
(20.8)%
FFO, as adjusted, per diluted share (1)
 
$
0.42

 
$
0.52

 
(19.2)%
(1)
For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release.
 
KEY TAKEAWAYS:
Same-center sales per square foot for the stabilized mall portfolio during the first quarter increased 4.1% compared with the prior-year quarter. For the twelve months ended March 31, 2018, same-center sales were $376 per square foot.
FFO per diluted share, as adjusted, was $0.42 for the first quarter 2018, compared with $0.52 per share for the first quarter 2017. First quarter 2018 was impacted by approximately $0.01 per share of dilution from asset sales completed in 2017, $0.05 per share of lower property NOI, lower outparcel sales of $0.02 per share, $0.03 per share higher corporate interest expense offset by $0.04 lower property level interest expense and $0.01 higher G&A expense primarily related to lower capitalized overhead, a one-time favorable accrual adjustment in the prior-year period as well as comparatively higher legal expense.
Total Portfolio Same-center NOI declined 6.8% for the first quarter 2018.
Portfolio occupancy was 91.1% as of March 31, 2018, compared with 92.1% as of March 31, 2017. Same-center mall occupancy was 89.5% as of March 31, 2018 compared with 90.4% as of March 31, 2017.
CBL completed gross asset sales of $12.3 million during the first quarter and in April entered into a binding contract for the sale of a Tier 3 mall for a gross sales price of $18.0 million.
Redevelopment activity is underway at eight properties, including five anchor redevelopments.





 
1
 
393222176_pressreleasefootera02.jpg




"First quarter results were in-line with expectations and, as anticipated, reflect the impact from 2017 and 2018 bankruptcies and rent reductions,” said Stephen Lebovitz, CBL's president & CEO.  "We were encouraged by the solid 4.1% increase in retail sales in our portfolio during the first quarter and reports from a number of brands citing marked improvement in both traffic and sales, which should lead to improved leasing metrics later in the year.  Operationally, our focus in 2018 is stabilizing revenues as well as diversifying income by adding more dining, entertainment, value and service users.
"While we are disappointed with the news of Bon-Ton liquidating, we have been proactive by preparing for this outcome.  We have identified replacement tenants for the majority of our locations and have several in advanced negotiations, including one lease already executed with a supermarket that will require zero investment by CBL.  We are estimating a total investment of $60 - $90 million for the replacement of the Bon-Ton stores in our portfolio over several years. We had already incorporated expected rent loss, including any co-tenancy impact, in our guidance for the year and are on-track to perform within that range.  
            "Actively managing our balance sheet to maximize liquidity and lengthen maturities is a top priority for us.  We are expecting to complete the refinancing of the loan secured by CoolSprings Galleria shortly.  We are also holding preliminary discussions to complete early refinancings of our unsecured term loan and line of credit that mature in 2019 and 2020, respectively, which will put us in an even stronger financial position and provide further flexibility to execute our strategies."
Net loss attributable to common shareholders for the first quarter 2018 was $10.3 million, or $(0.06) per diluted share, compared with net income of $22.9 million, or $0.13 per diluted share, for the first quarter 2017.
FFO allocable to common shareholders, as adjusted, for the first quarter 2018 was $72.2 million, or $0.42 per diluted share, compared with $88.4 million, or $0.52 per diluted share, for the first quarter 2017. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the first quarter 2018 was $83.8 million compared with $103.0 million for the first quarter 2017.

Percentage change in same-center Net Operating Income ("NOI")(1):
 
Three Months
Ended
March 31, 2018
Portfolio same-center NOI
(6.8)%
Mall same-center NOI
(7.2)%
 
 
 
(1)
CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight-line rents, write-offs of landlord inducements and net amortization of acquired above and below market leases.

Major variances impacting same-center NOI for the quarter ended March 31, 2018, include:

Same-center NOI declined $11.2 million, due to a $10.5 million decrease in revenue and a $0.7 million increase in operating expenses.
Minimum rents and tenant reimbursements declined $9.5 million during the quarter, primarily related to store closures and rent concessions for tenants in bankruptcy.
Percentage rents declined $0.2 million compared with the prior year quarter.
Other rents and other income declined $0.8 million.
Property operating expenses decreased $1.3 million, maintenance and repair expense increased $1.7 million, and real estate tax expenses increased $0.3 million.
 

2




PORTFOLIO OPERATIONAL RESULTS

Occupancy:
 
As of March 31,
 
2018
 
2017
Portfolio occupancy
91.1%
 
92.1%
Mall portfolio
89.3%
 
90.5%
Same-center malls
89.5%
 
90.4%
Stabilized malls 
89.5%
 
90.5%
Non-stabilized malls (1)
77.0%
 
92.7%
Associated centers
97.8%
 
97.7%
Community centers
97.4%
 
98.2%
(1)
Represents occupancy for The Outlet Shoppes at Laredo as of March 31, 2018 and The Outlet Shoppes of the Bluegrass as of March 31, 2017.

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
% Change in Average Gross Rent Per Square Foot:
 
Three Months
Ended
March 31, 2018
Stabilized Malls
(13.9)%
New leases
0.4%
Renewal leases
(16.0)%

Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
 
Twelve Months Ended March 31,
 
 
 
Three Months
Ended
March 31, 2018
 
2018
 
2017
 
% Change
 
% Change
Stabilized mall same-center sales per square foot
$
376

 
$
375

 
0.3%
 
4.1%
Stabilized mall sales per square foot
$
376

 
$
372

 
1.1%
 
4.4%

DISPOSITIONS
During the quarter, CBL closed on the sale of Gulf Coast Town Center Phase III in Ft. Myers, FL, for a gross sales price of $9.0 million. CBL also completed the sale of various outparcel locations generating an aggregate $3.3 million in gross proceeds.

CBL has entered into a binding contract for the sale of Janesville Mall in Janesville, WI, for $18.0 million to RockStep Capital. The buyer has posted a significant non-refundable deposit. The disposition is expected to close summer 2018, subject to due diligence and customary closing conditions. CBL recorded an impairment charge of $18.1 million in the first quarter to write down the depreciated carrying value of the mall to its net sales price.

3




    
FINANCING ACTIVITY
In January, CBL retired the $37.5 million loan secured by Kirkwood Mall in Bismarck, ND, using availability on its lines of credit. The loan bore an interest rate of 5.75% and was scheduled to mature in April 2018.     

DEVELOPMENT
In April, CBL commenced construction on the first phase of redevelopment of the former Sears building at Brookfield Square in Milwaukee, WI. The redevelopment will deliver new dining and entertainment options, including new-to-market entertainment concept, WhirlyBall, and BistroPlexSM from Marcus Theatres®, which combines dining and moviegoing in every auditorium. Planning is underway for additional phases of the redevelopment, which will include new dining options and other non-retail uses. More details will be announced over the coming months.

Anchor redevelopments completed and underway in 2018 include (complete project list can be found in the financial supplement):
 
Prior Tenant
 
New Tenant
Brookfield Square
Sears
 
Marcus Theaters/Whirlyball
Eastland Mall
JCPenney
 
H&M, Outback, Planet Fitness
Frontier Mall
Sports Authority
 
Planet Fitness
Jefferson Mall
Macy's
 
Round 1
York Galleria
JCPenney
 
Marshalls


OUTLOOK AND GUIDANCE
CBL is maintaining 2018 FFO, as adjusted, guidance in the range of $1.70 - $1.80 per diluted share. Guidance incorporates a full-year budgeted impact of loss in rent related to 2017 tenant bankruptcies, store closures and rent adjustments net of expected new leasing as well as a reserve in the range of $10.0 - $20.0 million (the "Reserve") for potential future unbudgeted loss in rent from tenant bankruptcies, store closures or lease modifications that may occur in 2018. Based on bankruptcy and leasing activity year-to-date, including the impact of any co-tenancy, CBL expects to utilize $10.0 - $13.0 million of the Reserve.

4




Detail of assumptions underlying guidance follows:
 
Low
 
High
2018 FFO, as adjusted, per share (Includes the Reserve)
$1.70
 
$1.80
2018 Change in Same-Center NOI ("SC NOI") (Includes the Reserve)
(6.75)%
 
(5.25)%
Reserve for unbudgeted lost rents included in SC NOI and FFO
$20.0 million
 
$10.0 million
Gain on outparcel sales
$7.0 million
 
$10.0 million
Estimated 2018 Dividend Per Common Share (1)
$0.80
 
$0.80
(1) Subject to Board approval

Reconciliation of GAAP net income to 2018 FFO, as adjusted, per share guidance:
 
Low
 
High
Expected diluted earnings per common share
$
0.04

 
$
0.13

Adjust to fully converted shares from common shares
(0.01
)
 
(0.01
)
Expected earnings per diluted, fully converted common share
0.03

 
0.12

Add: depreciation and amortization
1.58

 
1.58

Less: gain on depreciable property
(0.01
)
 
(0.01
)
Add: loss on impairment
0.09

 
0.09

Add: noncontrolling interest in earnings of Operating Partnership
0.01

 
0.02

Expected FFO, as adjusted, per diluted, fully converted common share
$
1.70

 
$
1.80



INVESTOR CONFERENCE CALL AND WEBCAST
CBL Properties will host a conference call on Friday, April 27, 2018, at 11:00 a.m. ET. To access this interactive teleconference, dial (888) 317-6003 or (412) 317-6061 and enter the confirmation number, 3192915.  A replay of the conference call will be available through May 4, 2018, by dialing (877) 344-7529 or (412) 317‑0088 and entering the confirmation number, 10117542.
The Company will also provide an online webcast and rebroadcast of its first quarter 2018 earnings release conference call.  The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, April 27, 2018 beginning at 11:00 a.m. ET.  The online replay will follow shortly after the call.
To receive the CBL Properties first quarter earnings release and supplemental information, please visit the Invest section of our website at cblproperties.com or contact Investor Relations at (423) 490-8312.

ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 117 properties totaling 73.4 million square feet across 26 states, including 75 high-quality enclosed, outlet and open-air retail centers and 11 properties managed for third parties. CBL continuously strengthens its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties.  For more information visit cblproperties.com.


5




NON-GAAP FINANCIAL MEASURES
Funds From Operations
FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.
The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income (loss) attributable to the Company's common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release for a description of these adjustments.

6




Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company's common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of the Company's shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's condensed consolidated balance sheet is located at the end of this earnings release.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.


7


CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months Ended March 31, 2018
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
 
Three Months Ended
March 31,
 
2018
 
2017
REVENUES:
 
 
 
Minimum rents
$
150,361

 
$
159,750

Percentage rents
2,043

 
2,389

Other rents
2,055

 
3,652

Tenant reimbursements
60,613

 
67,291

Management, development and leasing fees
2,721

 
3,452

Other
2,407

 
1,479

Total revenues
220,200

 
238,013

OPERATING EXPENSES:
 
 
 
Property operating
32,826

 
34,914

Depreciation and amortization
71,750

 
71,220

Real estate taxes
21,848

 
22,083

Maintenance and repairs
13,179

 
13,352

General and administrative
18,304

 
16,082

Loss on impairment
18,061

 
3,263

Other
94

 

Total operating expenses
176,062

 
160,914

Income from operations
44,138

 
77,099

Interest and other income
213

 
1,404

Interest expense
(53,767
)
 
(56,201
)
Gain on extinguishment of debt

 
4,055

Income tax benefit
645

 
800

Equity in earnings of unconsolidated affiliates
3,739

 
5,373

Income (loss) from continuing operations before gain on sales of real estate assets
(5,032
)
 
32,530

Gain on sales of real estate assets
4,371

 
5,988

Net income (loss)
(661
)
 
38,518

Net (income) loss attributable to noncontrolling interests in:
 
 
 
Operating Partnership
1,665

 
(3,690
)
Other consolidated subsidiaries
(101
)
 
(713
)
Net income attributable to the Company
903

 
34,115

Preferred dividends
(11,223
)
 
(11,223
)
Net income (loss) attributable to common shareholders
$
(10,320
)
 
$
22,892

 
 
 
 
Basic and diluted per share data attributable to common shareholders:
 
 
 
Net income (loss) attributable to common shareholders
$
(0.06
)
 
$
0.13

Weighted-average common and potential dilutive common
shares outstanding
171,943

 
170,989

 
 
 
 
Dividends declared per common share
$
0.200

 
$
0.265


8


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2018


The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
 
Three Months Ended
March 31,
 
2018
 
2017
Net income (loss) attributable to common shareholders
$
(10,320
)
 
$
22,892

Noncontrolling interest in income (loss) of Operating Partnership
(1,665
)
 
3,690

Depreciation and amortization expense of:

 
 
 Consolidated properties
71,750

 
71,220

 Unconsolidated affiliates
10,401

 
9,543

 Non-real estate assets
(921
)
 
(864
)
Noncontrolling interests' share of depreciation and amortization
(2,166
)
 
(1,979
)
Loss on impairment, net of taxes
18,061

 
2,067

(Gain) loss on depreciable property
(2,236
)
 
41

FFO allocable to Operating Partnership common unitholders
82,904

 
106,610

Litigation expenses (1)

 
43

Nonrecurring professional fees reimbursement (1)

 
(925
)
Non-cash default interest expense (2)
916

 
1,307

Gain on extinguishment of debt (3)

 
(4,055
)
FFO allocable to Operating Partnership common unitholders, as adjusted
$
83,820

 
$
102,980

 
 
 
 
FFO per diluted share
$
0.42

 
$
0.53

 
 
 
 
FFO, as adjusted, per diluted share
$
0.42

 
$
0.52

 
 
 
 
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted
199,694

 
199,281

 
 
 
 
(1) Litigation expense is included in general and administrative expense in the consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the consolidated statements of operations.
(2) The three months ended March 31, 2018 includes default interest expense related to Acadiana Mall. The three months ended March 31, 2017 includes default interest expense related to Chesterfield Mall, Wausau Center and Midland Mall.
(3) The three months ended March 31, 2017 represents gain on extinguishment of debt related to the non-recourse loan secured by Midland Mall, which was conveyed to the lender in January 2017.

    

9


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2018



The reconciliation of diluted EPS to FFO per diluted share is as follows:
 
Three Months Ended
March 31,
 
2018
 
2017
Diluted EPS attributable to common shareholders
$
(0.06
)
 
$
0.13

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
0.40

 
0.39

Loss on impairment, net of taxes
0.09

 
0.01

Gain on depreciable property
(0.01
)
 

FFO per diluted share
$
0.42

 
$
0.53


    
The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:
 
Three Months Ended
March 31,
 
2018
 
2017
FFO allocable to Operating Partnership common unitholders
$
82,904

 
$
106,610

Percentage allocable to common shareholders (1)
86.10
%
 
85.80
%
FFO allocable to common shareholders
$
71,380

 
$
91,471

 
 
 
 
FFO allocable to Operating Partnership common unitholders, as adjusted
$
83,820

 
$
102,980

Percentage allocable to common shareholders (1)
86.10
%
 
85.80
%
FFO allocable to common shareholders, as adjusted
$
72,169

 
$
88,357

 
 
 
 
(1) Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 15.


10


SUPPLEMENTAL FFO INFORMATION:
 
 
 
 
Three Months Ended
March 31,
 
2018
 
2017
Lease termination fees
$
6,261

 
$
247

    Lease termination fees per share
$
0.03

 
$

 
 
 
 
Straight-line rental income (write-offs)
$
(3,633
)
 
$
73

    Straight-line rental income (write-offs) per share
$
(0.02
)
 
$

 
 
 
 
Gains on outparcel sales
$
2,147

 
$
5,997

    Gains on outparcel sales per share
$
0.01

 
$
0.03

 
 
 
 
Net amortization of acquired above- and below-market leases
$
805

 
$
1,218

Net amortization of acquired above- and below-market leases per share
$

 
$
0.01

 
 
 
 
Net amortization of debt premiums and discounts
$
107

 
$
623

Net amortization of debt premiums and discounts per share
$

 
$

 
 
 
 
Income tax benefit
$
645

 
$
800

    Income tax benefit per share
$

 
$

 
 
 
 
Gain on extinguishment of debt
$

 
$
4,055

Gain on extinguishment of debt per share
$

 
$
0.02

 
 
 
 
Non-cash default interest expense
$
(916
)
 
$
(1,307
)
     Non-cash default interest expense per share
$

 
$
(0.01
)
 
 
 
 
Abandoned projects expense
$
(94
)
 
$

    Abandoned projects expense per share
$

 
$

 
 
 
 
Interest capitalized
$
587

 
$
839

     Interest capitalized per share
$

 
$

 
 
 
 
Litigation expenses
$

 
$
(43
)
     Litigation expenses per share
$

 
$

 
 
 
 
Nonrecurring professional fees reimbursement
$

 
$
925

Nonrecurring professional fees reimbursement per share
$

 
$


 
As of March 31,
 
2018
 
2017
Straight-line rent receivable
$
58,244

 
$
67,029


11


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2018


Same-center Net Operating Income
(Dollars in thousands)
 
Three Months Ended
March 31,
 
2018
 
2017
Net income (loss)
$
(661
)
 
$
38,518

 
 
 
 
Adjustments:
 
 
 
Depreciation and amortization
71,750

 
71,220

Depreciation and amortization from unconsolidated affiliates
10,401

 
9,543

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(2,166
)
 
(1,979
)
Interest expense
53,767

 
56,201

Interest expense from unconsolidated affiliates
5,954

 
6,161

Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,851
)
 
(1,706
)
Abandoned projects expense
94

 

Gain on sales of real estate assets
(4,371
)
 
(5,988
)
Loss on sales of real estate assets of unconsolidated affiliates

 
35

Gain on extinguishment of debt

 
(4,055
)
Loss on impairment
18,061

 
3,263

Income tax benefit
(645
)
 
(800
)
Lease termination fees
(6,261
)
 
(247
)
Straight-line rent and above- and below-market lease amortization
2,828

 
(1,291
)
Net income attributable to noncontrolling interests in other consolidated subsidiaries
(101
)
 
(713
)
General and administrative expenses
18,304

 
16,082

Management fees and non-property level revenues
(3,887
)
 
(5,257
)
Operating Partnership's share of property NOI
161,216

 
178,987

Non-comparable NOI
(6,420
)
 
(12,954
)
Total same-center NOI (1)
$
154,796

 
$
166,033

Total same-center NOI percentage change
(6.8
)%
 
 





















12



Same-center Net Operating Income
(Continued)
 
Three Months Ended
March 31,
 
2018
 
2017
Malls
$
138,931

 
$
149,705

Associated centers
7,925

 
8,305

Community centers
6,006

 
6,188

Offices and other
1,934

 
1,835

Total same-center NOI (1)
$
154,796

 
$
166,033

 
 
 
 
Percentage Change:
 
 
 
Malls
(7.2
)%
 
 
Associated centers
(4.6
)%
 
 
Community centers
(2.9
)%
 
 
Offices and other
5.4
 %
 
 
Total same-center NOI (1)
(6.8
)%
 
 

(1)
CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of March 31, 2018, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending March 31, 2018. New properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are properties which are either under major redevelopment, being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender, or minority interest properties in which we own an interest of 25% or less.

13


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2018 and 2017

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
 
As of March 31, 2018
 
Fixed Rate
 
Variable
Rate
 
Total per
Debt
Schedule
 
Unamortized
Deferred
Financing
Costs
 
Total
Consolidated debt
$
3,110,446

 
$
1,114,969

 
$
4,225,415

 
$
(17,730
)
 
$
4,207,685

Noncontrolling interests' share of consolidated debt
(76,785
)
 
(5,403
)
 
(82,188
)
 
670

 
(81,518
)
Company's share of unconsolidated affiliates' debt
529,722

 
67,754

 
597,476

 
(2,319
)
 
595,157

Company's share of consolidated and unconsolidated debt
$
3,563,383

 
$
1,177,320

 
$
4,740,703

 
$
(19,379
)
 
$
4,721,324

Weighted-average interest rate
5.19
%
 
3.23
%
 
4.70
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 31, 2017
 
Fixed Rate
 
Variable
Rate
 
Total per
Debt
Schedule
 
Unamortized
Deferred
Financing
Costs
 
Total
Consolidated debt
$
3,389,900

 
$
1,149,563

 
$
4,539,463

 
$
(16,983
)
 
$
4,522,480

Noncontrolling interests' share of consolidated debt
(107,197
)
 
(6,855
)
 
(114,052
)
 
903

 
(113,149
)
Company's share of unconsolidated affiliates' debt
528,040

 
72,299

 
600,339

 
(2,651
)
 
597,688

Company's share of consolidated and unconsolidated debt
$
3,810,743

 
$
1,215,007

 
$
5,025,750

 
$
(18,731
)
 
$
5,007,019

Weighted-average interest rate
5.28
%
 
2.31
%
 
4.56
%
 
 
 
 



Debt-To-Total-Market Capitalization Ratio as of March 31, 2018
(In thousands, except stock price)
 
Shares
Outstanding
 
Stock
Price (1)
 
Value
Common stock and Operating Partnership units
199,950

 
$
4.17

 
$
833,792

7.375% Series D Cumulative Redeemable Preferred Stock
1,815

 
250.00

 
453,750

6.625% Series E Cumulative Redeemable Preferred Stock
690

 
250.00

 
172,500

Total market equity
 
 
 
 
1,460,042

Company's share of total debt, excluding unamortized deferred financing costs
 
 
 
 
4,740,703

Total market capitalization
 
 
 
 
$
6,200,745

Debt-to-total-market capitalization ratio
 
 
 
 
76.5
%

(1)
Stock price for common stock and Operating Partnership units equals the closing price of the common stock on March 29, 2018. The stock prices for the preferred stocks represent the liquidation preference of each respective series.





14


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2018 and 2017



Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
 
Three Months Ended
March 31,
 
Basic
 
Diluted
2018:
 
 
 
Weighted-average shares - EPS
171,943

 
171,943

Weighted-average Operating Partnership units
27,751

 
27,751

Weighted-average shares- FFO
199,694

 
199,694

 
 
 
 
2017:
 
 
 
Weighted-average shares - EPS
170,989

 
170,989

Weighted-average Operating Partnership units
28,292

 
28,292

Weighted-average shares- FFO
199,281

 
199,281



Dividend Payout Ratio
 
Three Months Ended
March 31,
 
2018
 
2017
Weighted-average cash dividend per share
$
0.20885

 
$
0.27281

FFO, as adjusted, per diluted fully converted share
$
0.42

 
$
0.52

Dividend payout ratio
49.7
%
 
52.5
%

15


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2018
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
 
 As of
 
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
Real estate assets:
 
 
 
Land
$
808,228

 
$
813,390

Buildings and improvements
6,688,716

 
6,723,194

 
7,496,944

 
7,536,584

Accumulated depreciation
(2,496,629
)
 
(2,465,095
)

5,000,315

 
5,071,489

Developments in progress
100,481

 
85,346

Net investment in real estate assets
5,100,796

 
5,156,835

Cash and cash equivalents
23,346

 
32,627

Receivables:
 
 
 
Tenant, net of allowance for doubtful accounts of $2,062
      and $2,011 in 2018 and 2017, respectively
78,788

 
83,552

Other, net of allowance for doubtful accounts of $838 in 2018 and 2017
8,726

 
7,570

Mortgage and other notes receivable
8,677

 
8,945

Investments in unconsolidated affiliates
306,191

 
249,192

Intangible lease assets and other assets
164,613

 
166,087

 
$
5,691,137

 
$
5,704,808

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Mortgage and other indebtedness, net
$
4,207,685

 
$
4,230,845

Accounts payable and accrued liabilities
232,431

 
228,650

Total liabilities
4,440,116

 
4,459,495

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests  
6,365

 
8,835

Shareholders' equity:
 
 
 
Preferred stock, $.01 par value, 15,000,000 shares authorized:
 
 
 
7.375% Series D Cumulative Redeemable Preferred
      Stock, 1,815,000 shares outstanding
18

 
18

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

 
7

Common stock, $.01 par value, 350,000,000 shares
      authorized, 172,656,783 and 171,088,778 issued and 
      outstanding in 2018 and 2017, respectively
1,727

 
1,711

Additional paid-in capital
1,971,983

 
1,974,537

Dividends in excess of cumulative earnings
(822,173
)
 
(836,269
)
Total shareholders' equity
1,151,562

 
1,140,004

Noncontrolling interests
93,094

 
96,474

Total equity
1,244,656

 
1,236,478

 
$
5,691,137

 
$
5,704,808


16


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2018

Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
 
 As of
 
March 31,
2018
 
December 31,
2017
ASSETS:
 
 
 
Investment in real estate assets
$
2,092,145

 
$
2,089,262

Accumulated depreciation
(634,287
)
 
(618,922
)
 
1,457,858

 
1,470,340

Developments in progress
44,379

 
36,765

Net investment in real estate assets
1,502,237

 
1,507,105

Other assets
195,692

 
201,114

Total assets
$
1,697,929

 
$
1,708,219

 
 
 
 
LIABILITIES:
 
 
 
Mortgage and other indebtedness, net
$
1,246,902

 
$
1,248,817

Other liabilities
40,862

 
41,291

Total liabilities
1,287,764

 
1,290,108

 
 
 
 
OWNERS' EQUITY:
 
 
 
The Company
214,387

 
216,292

Other investors
195,778

 
201,819

Total owners' equity
410,165

 
418,111

Total liabilities and owners’ equity
$
1,697,929

 
$
1,708,219

 
Three Months Ended
March 31,
 
2018
 
2017
 Total revenues
$
57,181

 
$
59,699

 Depreciation and amortization
(19,787
)
 
(20,629
)
 Operating expenses
(19,980
)
 
(18,748
)
 Income from operations
17,414

 
20,322

 Interest and other income
353

 
400

 Interest expense
(12,458
)
 
(12,838
)
 Loss on sales of real estate assets

 
(71
)
 Net income
$
5,309

 
$
7,813

 
Company's Share for the
Three Months Ended March 31,
 
2018
 
2017
 Total revenues
$
29,621

 
$
29,805

 Depreciation and amortization
(10,401
)
 
(9,543
)
 Operating expenses
(9,770
)
 
(8,969
)
 Income from operations
9,450

 
11,293

 Interest and other income
243

 
276

 Interest expense
(5,954
)
 
(6,161
)
 Loss on sales of real estate assets

 
(35
)
 Net income
$
3,739

 
$
5,373


17


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2018

EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates.  The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, and the Company's share of abandoned projects expense and gain or loss on extinguishment of debt. 

The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt.  Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties.  EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies.  This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP.  Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.

Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)

 
Three Months Ended
March 31,
 
2018
 
2017
Net income (loss)
$
(661
)
 
$
38,518

Depreciation and amortization
71,750

 
71,220

Depreciation and amortization from unconsolidated affiliates
10,401

 
9,543

Interest expense
53,767

 
56,201

Interest expense from unconsolidated affiliates
5,954

 
6,161

Income taxes
(570
)
 
50

Loss on impairment
18,061

 
3,263

(Gain) loss on depreciable property
(2,236
)
 
41

EBITDAre (1)
156,466

 
184,997

Gain on extinguishment of debt

 
(4,055
)
Abandoned projects
94

 

Net income attributable to noncontrolling interests in other consolidated subsidiaries
(101
)
 
(713
)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(2,166
)
 
(1,979
)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,851
)
 
(1,706
)
Company's share of Adjusted EBITDAre
$
152,442

 
$
176,544

(1) Includes $2,135 and $6,029 related to sales of non-depreciable real estate assets for the three months ended March 31, 2018 and 2017, respectively.
 
 
 
 
Interest Expense:
 
 
 
Interest expense
$
53,767

 
$
56,201

Interest expense from unconsolidated affiliates
5,954

 
6,161

Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,851
)
 
(1,706
)
Company's share of interest expense
$
57,870

 
$
60,656

 
 
 
 
Ratio of Adjusted EBITDAre to Interest Expense
2.6
x
 
2.9
x

18


Reconciliation of Adjusted EBITDAre to Cash Flows Provided By Operating Activities
(In thousands)
 
Three Months Ended
March 31,
 
2018
 
2017
Company's share of Adjusted EBITDAre
$
152,442

 
$
176,544

Interest expense
(53,767
)
 
(56,201
)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries
1,851

 
1,706

Income taxes
570

 
(50
)
Net amortization of deferred financing costs, debt premiums and discounts
1,709

 
1,113

Net amortization of intangible lease assets and liabilities
(475
)
 
(748
)
Depreciation and interest expense from unconsolidated affiliates
(16,355
)
 
(15,704
)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
2,166

 
1,979

Net income attributable to noncontrolling interests in other consolidated subsidiaries
101

 
713

Gains on outparcel sales
(2,135
)
 
(6,029
)
Equity in earnings of unconsolidated affiliates
(3,739
)
 
(5,373
)
Distributions of earnings from unconsolidated affiliates
4,011

 
3,995

Share-based compensation expense
2,314

 
1,912

Provision for doubtful accounts
2,041

 
1,744

Change in deferred tax assets
(629
)
 
1,608

Changes in operating assets and liabilities
8,181

 
(2,333
)
Cash flows provided by operating activities
$
98,286

 
$
104,876




19


Supplemental Financial And Operating Information
As of March 31, 2018

Schedule of Mortgage and Other Indebtedness
(Dollars in thousands )
Property
Location
Non-
controlling
Interest %
Original
Maturity
Date
Optional
Extended
Maturity
Date
Interest
Rate
Balance
 
Balance
Fixed
 
Variable
Operating Properties:
 
 
 
 
 
 
 
 
 
 
Acadiana Mall
Lafayette, LA
 
Apr-17
 
5.67%
$
122,143

(1) 
$
122,143

 
$

The Outlet Shoppes at El Paso - Phase II
El Paso, TX
 
Apr-18
 
4.41%
6,580

 

 
6,580

Hickory Point Mall
Forsyth, IL
 
Dec-18
Dec-19
5.85%
27,446

 
27,446

 

Cary Towne Center
Cary, NC
 
Mar-19
Mar-21
4.00%
46,716

 
46,716

 

The Outlet Shoppes at Laredo
Laredo, TX
 
May-19
May-21
4.31%
82,447

 

 
82,447

Statesboro Crossing
Statesboro, GA
 
Jun-19

3.68%
10,805

 

 
10,805

Honey Creek Mall
Terre Haute, IN
 
Jul-19
 
8.00%
25,080

 
25,080

 

Volusia Mall
Daytona Beach, FL
 
Jul-19
 
8.00%
43,143

 
43,143

 

Greenbrier Mall
Chesapeake, VA
 
Dec-19
Dec-20
5.00%
70,126

 
70,126

 

The Outlet Shoppes at Atlanta - Phase II
Woodstock, GA
 
Dec-19
 
4.16%
4,674

 

 
4,674

The Terrace
Chattanooga, TN
 
Jun-20
 
7.25%
12,617

 
12,617

 

Burnsville Center
Burnsville, MN
 
Jul-20
 
6.00%
69,053

 
69,053

 

The Outlet Shoppes of the Bluegrass - Phase II
Simpsonville, KY
 
Jul-20
 
4.16%
9,662

 

 
9,662

Parkway Place
Huntsville, AL
 
Jul-20
 
6.50%
35,334

 
35,334

 

Valley View Mall
Roanoke, VA
 
Jul-20
 
6.50%
54,684

 
54,684

 

Parkdale Mall & Crossing
Beaumont, TX
 
Mar-21
 
5.85%
80,481

 
80,481

 

EastGate Mall
Cincinnati, OH
 
Apr-21
 
5.83%
35,249

 
35,249

 

Hamilton Crossing & Expansion
Chattanooga, TN
 
Apr-21
 
5.99%
9,034

 
9,034

 

Park Plaza Mall
Little Rock, AR
 
Apr-21
 
5.28%
83,398

 
83,398

 

Fayette Mall
Lexington, KY
 
May-21
 
5.42%
156,132

 
156,132

 

Alamance Crossing - East
Burlington, NC
 
Jul-21
 
5.83%
46,114

 
46,114

 

Asheville Mall
Asheville, NC
 
Sep-21
 
5.80%
67,513

 
67,513

 

Cross Creek Mall
Fayetteville, NC
 
Jan-22
 
4.54%
118,554

 
118,554

 

Northwoods Mall
North Charleston, SC
Apr-22
 
5.08%
66,201

 
66,201

 

Arbor Place
Atlanta (Douglasville), GA
May-22
 
5.10%
110,879

 
110,879

 

CBL Center
Chattanooga, TN
 
Jun-22
 
5.00%
18,340

 
18,340

 

Jefferson Mall
Louisville, KY
 
Jun-22
 
4.75%
64,401

 
64,401

 

Southpark Mall
Colonial Heights, VA
 
Jun-22
 
4.85%
60,714

 
60,714

 

WestGate Mall
Spartanburg, SC
 
Jul-22
 
4.99%
34,726

 
34,726

 

The Outlet Shoppes at Atlanta
Woodstock, GA
 
Nov-23
 
4.90%
74,340

 
74,340

 

The Outlet Shoppes of the Bluegrass
Simpsonville, KY
 
Dec-24
 
4.05%
72,891

 
72,891

 

The Outlet Shoppes at Gettysburg
Gettysburg, PA
 
Oct-25
 
4.80%
38,209

 
38,209

 

Hamilton Place
Chattanooga, TN
 
Jun-26
 
4.36%
103,853

 
103,853

 

Total Loans On Operating Properties
 
 
 
 
1,861,539

 
1,747,371

 
114,168

Weighted-average interest rate
 
 
 
 
 
5.26
%
 
5.32
%
 
4.24
%
 
 
 
 
 
 
 
 
 
 
 
Operating Partnership Debt:
 
 
 
 
 
 
 
 
 
 
Unsecured credit facilities:
 
 
 
 
 
 
 
 
 
 
   $500,000 capacity
 
 
Oct-19
Oct-20
2.86%

 

 

   $100,000 capacity
 
 
Oct-19
Oct-20
2.86%
53,249

 

 
53,249

   $500,000 capacity
 
 
Oct-20

2.86%
62,552

 

 
62,552

 
SUBTOTAL
 
 
 
 
115,801

 

 
115,801


20


Property
Location
Non-
controlling
Interest %
Original
Maturity
Date
Optional
Extended
Maturity
Date
Interest
Rate
Balance
 
Balance
Fixed
 
Variable
 
 
 
 
 
 
 
 
 
 
 
Unsecured term loans:
 
 
 
 
 
 
 
 
 
 
   $350,000 term loan
 
 
Oct-18
Oct-19
3.01%
350,000

 

 
350,000

   $490,000 term loan
 
 
Jul-20
Jul-21
3.16%
490,000

(2) 

 
490,000

   $45,000 term loan
 
 
Jun-21
Jun-22
3.31%
45,000

 

 
45,000

 
SUBTOTAL
 
 
 
 
885,000

 

 
885,000

Senior unsecured notes:
 
 
 
 
 
 
 
 
 
 
   Senior unsecured 5.25% notes
 
 
Dec-23
 
5.25%
450,000

 
450,000

 

   Senior unsecured 5.25% notes (discount)
 
Dec-23
 
5.25%
(2,914
)
 
(2,914
)
 

   Senior unsecured 4.60% notes
 
 
Oct-24
 
4.60%
300,000

 
300,000

 

   Senior unsecured 4.60% notes (discount)
 
Oct-24
 
4.60%
(53
)
 
(53
)
 

   Senior unsecured 5.95% notes
 
 
Dec-26
 
5.95%
625,000

 
625,000

 

   Senior unsecured 5.95% notes (discount)
 
 
Dec-26
 
5.95%
(8,958
)
 
(8,958
)
 

 
SUBTOTAL
 
 
 
 
1,363,075

 
1,363,075

 

 
 
 
 
 
 
 
 
 
 
 
Total Consolidated Debt
 
 
 
 
 
$
4,225,415

(3) 
$
3,110,446

 
$
1,114,969

Weighted-average interest rate
 
 
 
 
 
4.80
%
 
5.37
%
 
3.20
%
 
 
 
 
 
 
 
 
 
 
 
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
 
 
 
 
 
 
 
 
 
Hammock Landing - Phase I
West Melbourne, FL
 
Apr-18
Feb-19
3.66%
$
21,048

 
$

 
$
21,048

Hammock Landing - Phase II
West Melbourne, FL
 
Apr-18
Feb-19
3.66%
8,129

 

 
8,129

The Pavilion at Port Orange
Port Orange, FL
 
Apr-18
Feb-19
3.66%
28,439

 

 
28,439

CoolSprings Galleria
Nashville, TN
 
Jun-18
 
6.98%
48,969

 
48,969

 

Triangle Town Center
Raleigh, NC
 
Dec-18
Dec-20
4.00%
13,900

 
13,900

 

Ambassador Town Center Infrastructure Improvements
Lafayette, LA
 
Aug-20

3.74%
10,605

(4) 
10,605

 

York Town Center
York, PA
 
Feb-22
 
4.90%
16,276

 
16,276

 

York Town Center - Pier 1
York, PA
 
Feb-22
 
4.44%
646

 

 
646

West County Center
St. Louis, MO
 
Dec-22
 
3.40%
90,839

 
90,839

 

Friendly Shopping Center
Greensboro, NC
 
Apr-23
 
3.48%
48,124

 
48,124

 

The Shops at Friendly Center
Greensboro, NC
 
Apr-23
 
3.34%
30,000

 
30,000

 

Ambassador Town Center
Lafayette, LA
 
Jun-23
 
3.22%
29,744

(5) 
29,744

 

Coastal Grand
Myrtle Beach, SC
 
Aug-24
 
4.09%
56,159

 
56,159

 

Coastal Grand Outparcel
Myrtle Beach, SC
 
Aug-24
 
4.09%
2,710

 
2,710

 

Oak Park Mall
Overland Park, KS
 
Oct-25
 
3.97%
136,994

 
136,994

 

Fremaux Town Center - Phase I
Slidell, LA
 
Jun-26
 
3.70%
45,402

 
45,402

 

 
SUBTOTAL
 
 
 
 
587,984

(3) 
529,722

 
58,262

 
 
 
 
 
 
 
 
 
 
 
Plus CBL's Share of Unconsolidated Affiliates' Construction Loans:
 
 
 
 
 
 
 
 
The Shoppes at Eagle Point
Cookeville, TN
 
Oct-20
Oct-22
4.61%
9,399

 

 
9,399

EastGate Mall - Self-Storage Development
Cincinnati, OH
 
Dec-22
 
4.41%
93

 

 
93

 
SUBTOTAL
 
 
 
 
9,492

 

 
9,492

 
 
 
 
 
 
 
 
 
 
 
CBL's Share of Unconsolidated Affiliates' Debt:
 
 
 
 
597,476

 
529,722