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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 30, 2019
 

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 30, 2019, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2019. The Company's earnings release and supplemental financial and operating information for the first quarter ended March 31, 2019 is attached as Exhibit 99.1. On May 1, 2019, the Company held a conference call to discuss the results for the first quarter ended March 31, 2019. 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: May 1, 2019
 



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
















397755480_cblmark.jpg



Earnings Release and
Supplemental Financial and Operating Information

For the Three Months Ended
March 31, 2019





397755480_cblmarka01.jpg
Earnings Release and Supplemental Financial and Operating Information
Table of Contents

 
 
Page
 
 
 
 
 
 
 
 
Reconciliations of Supplementary Non-GAAP Financial Measures:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



397755480_pressreleaseheadercopya01.jpg


Contact: Katie Reinsmidt, EVP - Chief Investment Officer, 423.490.8301, [email protected]


CBL PROPERTIES REPORTS RESULTS FOR FIRST QUARTER 2019
Results in-line; Full-Year Guidance Range Maintained

CHATTANOOGA, Tenn. (April 30, 2019) – CBL Properties (NYSE:CBL) announced results for the first quarter ended March 31, 2019. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
 
Three Months Ended
March 31,
 
2019
 
2018
 
%
Net loss attributable to common shareholders per diluted share
$
(0.29
)
 
$
(0.06
)
 
(383.3
)%
Funds from Operations ("FFO") per diluted share
$
0.22

 
$
0.42

 
(47.6
)%
FFO, as adjusted, per diluted share (1)
$
0.30

 
$
0.42

 
(28.6
)%
(1) For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release.
 
KEY TAKEAWAYS:
CBL has made tremendous progress on its anchor replacement program, with nearly two dozen anchor replacements recently opened or pending (complete list follows).
In January 2019, CBL announced a new $1.185 billion secured credit facility maturing in July 2023.
FFO per diluted share, as adjusted, was $0.30 for the first quarter 2019, compared with $0.42 per share for the first quarter 2018. First quarter 2019 FFO per share was impacted by approximately $0.02 per share higher G&A expense primarily related to legal and third party fees incurred for the $500 million term loan that closed in January and litigation expense, $0.01 per share of lower outparcel sales, $0.02 per share of dilution from asset sales completed in 2018 and year-to-date and $0.05 per share of lower property NOI.
Total Portfolio Same-center NOI declined 5.3% for the three months ended March 31, 2019.
Portfolio occupancy increased 20 basis points to 91.3% as of March 31, 2019, compared with 91.1% as of March 31, 2018. Same-center mall occupancy was 89.7% as of March 31, 2019, a 20 basis point improvement compared with 89.5% as of March 31, 2018.
Same-center sales per square foot for the stabilized mall portfolio for the twelve-months ended March 31, 2019, of $377 per square foot were flat compared with the prior-year period.
Year-to-date, CBL has completed gross asset sales totaling $51 million.


 
1
 
397755480_pressreleasefootera02.jpg





"First quarter places CBL on-track to achieve results within our full-year guidance range," commented Stephen Lebovitz, chief executive officer.  "We signed new leases at an average increase of 9.3% over the previous lease, and portfolio occupancy increased 20 basis points year-over-year.  Our leasing efforts are successfully diversifying our tenant mix with nearly 80% of total new leases signed in the first quarter with non-apparel tenants.  We have 22 anchor replacements committed, with six already open and many more under negotiation, demonstrating tremendous progress on our anchor replacement program. This program will help stabilize our income as we replace lost revenues, mitigate co-tenancy exposure and deliver new uses that drive traffic and strengthen the entire property.  Anchor replacements such as the Stadium Live! Casino at Westmoreland Mall and Shoprite Supermarket at Stroud Mall are tangible examples of how we are transforming our centers with minimal cash investment by CBL.  
            “We expect ongoing pressure from retail bankruptcies and certain underperforming retailers in 2019. However, the market is severely discounting the underlying strength and potential of our properties, the progress we are making on our strategy and the determination of our team.   We are pushing every day to achieve our top priority of stabilizing future revenues.  We have addressed our significant maturities for 2019, including the extension of our credit facility in January, which provides us with both time and flexibility to execute our plan.  Given the overall environment, we have a heightened sense of urgency across our company as we work together to execute on our strategic objectives and our goal of ultimately returning CBL to its proper valuation."
Net loss attributable to common shareholders for the first quarter 2019 was $50.2 million, or a loss of $0.29 per diluted share, compared with a net loss of $10.3 million, or a loss of $0.06 per diluted share, for the first quarter 2018. Net loss for the first quarter 2019 was impacted by $88.15 million of litigation settlement expense.
FFO allocable to common shareholders, as adjusted, for the first quarter 2019 was $52.4 million, or $0.30 per diluted share, compared with $72.2 million, or $0.42 per diluted share, for the first quarter 2018. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the first quarter 2019 was $60.5 million compared with $83.8 million for the first quarter 2018.
Percentage change in same-center Net Operating Income ("NOI")(1):
 
 
Three Months Ended March 31, 2019
Portfolio same-center NOI
 
(5.3)%
Mall same-center NOI
 
(5.8)%
(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, 2019, include:
Same-center NOI declined $8.0 million, due to a $13.4 million decrease in revenues offset by a $5.4 million decline in operating expenses.
Rental revenues declined $13.4 million, driven by a $0.2 million decline in percentage rents, a $5.9 million decline in tenant reimbursements and real estate tax reimbursements and a $7.3 million decline in minimum and other rents, including $1.6 million in uncollectable revenue. Uncollectable revenue represents amounts formerly described as bad debt expense, which were included in property operating expense in prior periods.
Property operating expenses declined $3.0 million compared with the prior year, substantially related to $2.1 million in bad debt expense included in the prior year period. These amounts for the current period are included in rental revenues as uncollectable revenue. Maintenance and repair expenses increased $0.7 million. Real estate tax expenses declined $1.7 million.
 

2




PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):
 
 
As of March 31,
 
 
2019
 
2018
Portfolio occupancy
 
91.3%
 
91.1%
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%
Associated centers
 
96.9%
 
97.8%
Community centers
 
97.6%
 
97.4%
(1)
Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community centers represents percentage of gross leasable area occupied.
(2)
Represents occupancy for The Outlet Shoppes at Laredo as of March 31, 2019 and March 31, 2018.

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, 2019
Stabilized Malls
(9.4
)%
 
New leases
9.3
 %
 
Renewal leases
(12.3
)%
 

Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
 
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%

DISPOSITIONS
Year-to-date, CBL has closed on $51.0 million in asset sales including the sale of Cary Towne Center in Cary, NC, for $31.5 million. Proceeds from the sale were used to satisfy a portion of the $43.7 million outstanding non-recourse loan secured by the property. The remaining principal balance was forgiven. Additionally, in April, CBL completed the sale of Honey Creek Mall in Terre Haute, IN, for $14.6 million to Out of the Box Ventures, a subsidiary of Lionheart Capital. CBL will provide third party leasing and management services for Cary Towne Center and Honey Creek Mall.
Property
Location
Date Closed
Gross Sales Price (M)
Various parcels/land
Various
Various
$
4.9

Cary Towne Center
Cary, NC
January
$
31.5

Honey Creek Mall
Terre Haute, IN
April
$
14.6

Total
 
 
$
51.0

    

3




FINANCING ACTIVITY
In January 2019, CBL closed on a new $1.185 billion senior secured facility (the “Facility”), which includes a fully-funded $500 million term loan (the “Term Loan”) and a revolving line of credit (the ”Line of Credit”) with total borrowing capacity of $685 million. The Facility matures in July 2023 and bears a floating interest rate of 225 basis points over LIBOR. The Term Loan will be reduced by $35 million per year, paid in quarterly installments. The Facility replaces all of the Company’s prior unsecured bank facilities, which totaled $1.795 billion.
    
In January, CBL completed the transfer of Acadiana Mall in Lafayette, LA, to the holder of the note in exchange for extinguishment of the $119.8 million loan.

In April, CBL closed a new $50 million non-recourse loan secured by Volusia Mall in Daytona, FL, for a term of five years at a fixed interest rate of 4.56%. CBL concurrently retired the existing cross-collateralized loans secured by Honey Creek Mall in Terre Haute, IN, and Volusia Mall in Daytona, FL, which aggregated to $64.0 million and bore an interest rate of 8%. CBL used proceeds from the new loan as well as the sale of Honey Creek Mall to retire the maturing loans.

CBL has entered into discussion with the lender for the $67.2 million loan secured by Greenbrier Mall, which matures in December 2019. CBL's results for the first quarter 2019 included a $22.8 million loss on impairment of real estate related to the write down of the carrying value of Greenbrier Mall to the property's estimated fair value. The impairment was primarily the result of a change in the anticipated hold period as well as declines in the property's cash flow.

ANCHOR REPLACEMENT PROGRESS
Anchor replacements recently opened or pending include (complete list and additional information can be found in the financial supplement):
Property
Prior Tenant
 
New Tenant(s)
Status
Cherryvale Mall
Bergner's
 
Choice Home Center
Open
Eastland Mall
JCPenney
 
H&M, Planet Fitness
Open
Jefferson Mall
Macy's
 
Round1
Open
Northwoods Mall
Sears
 
Burlington
Open
Kentucky Oaks Mall
Sears
 
Burlington, Ross Dress for Less
Open
West Towne
Sears
 
Dave & Busters, Total Wine
Open
Hanes Mall
Shops
 
Dave & Busters
Opening May 2019
Parkdale Mall
Macy's
 
Dick's, Five Below, HomeGoods
Opening May 2019
Brookfield Square
Sears
 
Marcus Theaters, Whirlyball
Opening fall 2019
South County Center
Sears
 
Round1
Construction in 2019
Dakota Square
Herberger's
 
Ross Dress for Less
Construction in 2019
Imperial Valley
Sears
 
Hobby Lobby
Construction in 2019
Laurel Park Place
Carson's
 
Dunham's Sports
Construction in 2019
Kentucky Oaks Mall
Elder Beerman
 
HomeGoods
Construction in 2019
Westmoreland Mall
BonTon
 
Stadium Live! Casino
Construction in 2019
Meridian Mall
Younkers
 
High Kaliber Karts
Construction in 2019
Stroud Mall
Boston
 
Shoprite
Construction in 2019
Cherryvale Mall
Sears
 
Tilt
Construction in 2019
York Galleria
Sears
 
Penn National Casino
Construction in 2020
Hamilton Place
Sears
 
Dick's Sporting Goods, Dave & Busters, ALoft Hotel, office
Opening 2020
Richland Mall
Sears
 
Dillard's
Opening 2020
Hanes Mall
Sears
 
Novant Health
Opening TBD

4







LITIGATION SETTLEMENT
In April, CBL entered into a settlement agreement, which replaced and superseded the term sheet entered into in March 2019, in the class action lawsuit filed on March 16, 2016, in the United States District Court for the Middle District of Florida (the"Court"). The settlement agreement was preliminarily approved by the Court on April 24, 2019, but remains subject to the final approval order. CBL accrued in its financial statements for the first quarter of 2019, an amount equal to the maximum expected settlement of approximately $88.15 million. This amount will be reduced in subsequent periods to reflect amounts actually paid through the claims process and credits actually made or as CBL is relieved of liability pursuant to the terms of the settlement agreement.

OUTLOOK AND GUIDANCE
Based on year-to-date results and expectations for the first quarter 2019, CBL anticipates achieving 2019 FFO, as adjusted, within its previously issued guidance range of $1.41 - $1.46 per diluted share. Guidance incorporates a reserve in the range of $5.0 - $15.0 million (the "Reserve") for potential future unbudgeted loss in rent from tenant bankruptcies, store closures or lease modifications that may occur in 2019. Based on bankruptcy and leasing activity year-to-date, including the impact of any co-tenancy, CBL currently expects to utilize approximately $6 - $8 million of the Reserve. Key assumptions underlying guidance are as follows:
 
Low
 
High
2019 FFO, as adjusted, per share (includes the Reserve)
1.41
 
1.46
2019 Change in Same-Center NOI ("SC NOI") (Includes the Reserve)
(7.75)%
 
(6.25)%
Reserve for unbudgeted lost rents included in SC NOI and FFO
$15.0 million
 
$5.0 million
Gains on outparcel sales
$10.0 million
 
$15.0 million

Reconciliation of GAAP net income (loss) to 2019 FFO, as adjusted, per share guidance:
 
Low
 
High
Expected diluted earnings per common share
$
(0.18
)
 
$
(0.12
)
Adjust to fully converted shares from common shares
0.03

 
0.02

Expected earnings per diluted, fully converted common share
(0.15
)
 
(0.10
)
Add: depreciation and amortization
1.38

 
1.38

Add: loss on impairment
0.12

 
0.12

Add: noncontrolling interest in loss of Operating Partnership
(0.02
)
 
(0.02
)
Expected FFO, as adjusted, per diluted, fully converted common share
$
1.33

 
$
1.38

Add: Litigation Settlement
0.44

 
0.44

Adjustment for certain significant items
(0.36
)
 
(0.36
)
Expected adjusted FFO per diluted, fully converted common share
$
1.41

 
$
1.46


INVESTOR CONFERENCE CALL AND WEBCAST
CBL Properties will host a conference call on Wednesday, May 1, 2019, at 11:00 a.m. ET. To access this interactive teleconference, dial (888) 317‑6003 or (412) 317-6061 and enter the confirmation number, 9433932.  A replay of the conference call will be available through May 8, 2019, by dialing (877) 344-7529 or (412) 317‑0088 and entering the confirmation number, 10128914.
The Company will also provide an online webcast and rebroadcast of its first quarter 2019 earnings release conference call.  The live broadcast of the quarterly conference call will be available online at cblproperties.com on Wednesday, May 1, 2019, beginning at 11:00 a.m. ET.  The online replay will follow shortly after the call.

5




To receive the CBL Properties first quarter earnings release and supplemental information, please visit the Invest section of our website at cblproperties.com.
ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 114 properties totaling 71.1 million square feet across 26 states, including 71 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.
ADOPTION OF NEW LEASE ACCOUNTING STANDARD
The Company adopted Accounting Standards Codification ("ASC") 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statements of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. Please see the Company’s Supplemental Financial and Operating Information located in the Invest section of the Company’s website for more information regarding the components of rental revenues.
NON-GAAP FINANCIAL MEASURES
Funds From Operations
FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.
The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income (loss) attributable to the Company's common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

6




FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release for a description of these adjustments.
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
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, 2019
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
 
Three Months Ended
March 31,
 
2019
 
2018
REVENUES (1):
 
 
 
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

 
 
 
 
(1) See "Implementation of Lease Accounting Standard" on page 6 for further information on the presentation of rental revenues in accordance with the new standard adopted effective January 1, 2019.

8


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2019


The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
 
Three Months Ended
March 31,
 
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 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.

    

9


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2019



The reconciliation of diluted EPS to FFO per diluted share is as follows:
 
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
0.12

 
0.09

Gain on depreciable property

 
(0.01
)
FFO per diluted share
$
0.22

 
$
0.42


    
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,
 
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 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,
 
2019
 
2018
Lease termination fees
$
1,017

 
$
6,261

    Lease termination fees per share
$
0.01

 
$
0.03

 
 
 
 
Straight-line rental income
$
237

 
$
(3,633
)
    Straight-line rental income per share
$

 
$
(0.02
)
 
 
 
 
Gains on outparcel sales
$
618

 
$
2,147

    Gains on outparcel sales per share
$

 
$
0.01

 
 
 
 
Net amortization of acquired above- and below-market leases
$
808

 
$
805

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

 
$

 
 
 
 
Net amortization of debt premiums and discounts
$
324

 
$
107

Net amortization of debt premiums and discounts per share
$

 
$

 
 
 
 
Income tax benefit (provision)
$
(139
)
 
$
645

    Income tax benefit (provision) per share
$

 
$

 
 
 
 
Gain on extinguishment of debt
$
71,722

 
$

Gain on extinguishment of debt per share
$
0.36

 
$

 
 
 
 
Non-cash default interest expense
$
(542
)
 
$
(916
)
     Non-cash default interest expense per share
$

 
$

 
 
 
 
Abandoned projects expense
$

 
$
(94
)
    Abandoned projects expense per share
$

 
$

 
 
 
 
Interest capitalized
$
563

 
$
587

     Interest capitalized per share
$

 
$

 
 
 
 
Litigation settlement, net of taxes
$
(87,667
)
 
$

     Litigation settlement, net of taxes per share
$
(0.44
)
 
$


 
As of March 31,
 
2019
 
2018
Straight-line rent receivable
$
53,870

 
$
58,244


11


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2019


Same-center Net Operating Income
(Dollars in thousands)
 
Three Months Ended
March 31,
 
2019
 
2018
Net loss
$
(46,809
)
 
$
(661
)
 
 
 
 
Adjustments:
 
 
 
Depreciation and amortization
69,792

 
71,750

Depreciation and amortization from unconsolidated affiliates
10,666

 
10,401

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(2,157
)
 
(2,166
)
Interest expense
53,998

 
53,767

Interest expense from unconsolidated affiliates
6,570

 
5,954

Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,766
)
 
(1,851
)
Abandoned projects expense

 
94

Gain on sales of real estate assets
(228
)
 
(4,371
)
Gain on sales of real estate assets of unconsolidated affiliates
(630
)
 

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) loss 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 (1)
$
143,141

 
$
151,180

Total same-center NOI percentage change
(5.3
)%
 
 



















12




Same-center Net Operating Income
(Continued)
 
Three Months Ended
March 31,
 
2019
 
2018
Malls
$
127,920

 
$
135,848

Associated centers
8,127

 
8,003

Community centers
5,483

 
5,395

Offices and other
1,611

 
1,934

Total same-center NOI (1)
$
143,141

 
$
151,180

 
 
 
 
Percentage Change:
 
 
 
Malls
(5.8
)%
 
 
Associated centers
1.5
 %
 
 
Community centers
1.6
 %
 
 
Offices and other
(16.7
)%
 
 
Total same-center NOI (1)
(5.3
)%
 
 

(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, 2019, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending March 31, 2019. New properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

13


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2019 and 2018

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
 
As of March 31, 2019
 
Fixed Rate
 
Variable
Rate
 
Total per
Debt
Schedule
 
Unamortized
Deferred
Financing
Costs
 
Total
Consolidated debt
$
2,971,830

 
$
970,453

 
$
3,942,283

 
$
(20,083
)
 
$
3,922,200

Noncontrolling interests' share of consolidated debt
(93,909
)
 

 
(93,909
)
 
775

 
(93,134
)
Company's share of unconsolidated affiliates' debt
547,494

 
84,404

 
631,898

 
(2,529
)
 
629,369

Company's share of consolidated and unconsolidated debt
$
3,425,415

 
$
1,054,857

 
$
4,480,272

 
$
(21,837
)
 
$
4,458,435

Weighted-average interest rate
5.16
%
 
4.78
%
 
5.07
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
%
 
 
 
 



Total Market Capitalization as of March 31, 2019
(In thousands, except stock price)
 
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 the common stock on March 29, 2019. 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, 2019 and 2018



Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
 
Three Months Ended
March 31,
 
Basic
 
Diluted
2019:
 
 
 
Weighted-average shares - EPS
173,252

 
173,252

Weighted-average Operating Partnership units
26,758

 
26,758

Weighted-average shares - FFO
200,010

 
200,010

 
 
 
 
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



Dividend Payout Ratio
 
Three Months Ended
March 31,
 
2019
 
2018
Weighted-average cash dividend per share
$
0.08586

 
$
0.20885

FFO, as adjusted, per diluted fully converted share
$
0.30

 
$
0.42

Dividend payout ratio
28.6
%
 
49.7
%

15


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2019
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
 
 As of
 
March 31,
2019
 
December 31,
2018
ASSETS
 
 
 
Real estate assets:
 
 
 
Land
$
786,011

 
$
793,944

Buildings and improvements
6,259,125

 
6,414,886

 
7,045,136

 
7,208,830

Accumulated depreciation
(2,478,821
)
 
(2,493,082
)

4,566,315

 
4,715,748

Held for sale

 
30,971

Developments in progress
56,273

 
38,807

Net investment in real estate assets
4,622,588

 
4,785,526

Cash and cash equivalents
21,055

 
25,138

Receivables:
 
 
 
Tenant, net of allowance for doubtful accounts of $2,337 in 2018
71,662

 
77,788

Other, net of allowance for doubtful accounts of $838 in 2018
9,858

 
7,511

Mortgage and other notes receivable
7,406

 
7,672

Investments in unconsolidated affiliates
277,357

 
283,553

Intangible lease assets and other assets
152,022

 
153,665

 
$
5,161,948

 
$
5,340,853

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Mortgage and other indebtedness, net
$
3,922,199

 
$
4,043,180

Accounts payable and accrued liabilities
278,260

 
218,217

Liabilities related to assets held for sale

 
43,716

Total liabilities
4,200,459

 
4,305,113

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests  
3,017

 
3,575

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

 
18

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

 
7

Common stock, $.01 par value, 350,000,000 shares
authorized, 173,461,916 and 172,656,458 issued and
outstanding in 2019 and 2018, respectively
1,735

 
1,727

Additional paid-in capital
1,967,845

 
1,968,280

Dividends in excess of cumulative earnings
(1,069,104
)
 
(1,005,895
)
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


16


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of March 31, 2019
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
 
 As of
 
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

 
 
 
 
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

 
Three Months Ended
March 31,
 
2019
 
2018
 Total revenues
$
55,867

 
$
57,181

 Depreciation and amortization
(19,357
)
 
(19,787
)
 Operating expenses
(16,921
)
 
(19,980
)
 Income from operations
19,589

 
17,414

 Interest and other income
351

 
353

 Interest expense
(14,564
)
 
(12,458
)
 Gain on sales of real estate assets
634

 

 Net income
$
6,010

 
$
5,309

 
Company's Share for the
Three Months Ended March 31,
 
2019
 
2018
 Total revenues
$
27,873

 
$
29,621

 Depreciation and amortization
(10,666
)
 
(10,401
)
 Operating expenses
(8,201
)
 
(9,770
)
 Income from operations
9,006

 
9,450

 Interest and other income
242

 
243

 Interest expense
(6,570
)
 
(5,954
)
 Gain on sales of real estate assets
630

 

 Net income
$
3,308

 
$
3,739


17


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three Months Ended March 31, 2019

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

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

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

 
Three Months Ended
March 31,
 
2019
 
2018
Net loss
$
(46,809
)
 
$
(661
)
Depreciation and amortization
69,792

 
71,750

Depreciation and amortization from unconsolidated affiliates
10,666

 
10,401

Interest expense
53,998

 
53,767

Interest expense from unconsolidated affiliates
6,570

 
5,954

Income taxes
247

 
(570
)
Loss on impairment
24,825

 
18,061

Gain on depreciable property
(242
)
 
(2,236
)
EBITDAre (1)
119,047

 
156,466

Gain on extinguishment of debt
(71,722
)
 

Litigation settlement, net of taxes
87,667

 

Abandoned projects

 
94

Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries
75

 
(101
)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(2,157
)
 
(2,166
)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,766
)
 
(1,851
)
Company's share of Adjusted EBITDAre
$
131,144

 
$
152,442

(1) Includes $615 and $2,135 related to sales of non-depreciable real estate assets for the three months ended March 31, 2019 and 2018, respectively.
 
 
 
 
Interest Expense:
 
 
 
Interest expense
$
53,998

 
$
53,767

Interest expense from unconsolidated affiliates
6,570

 
5,954

Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,766
)
 
(1,851
)
Company's share of interest expense
$
58,802

 
$
57,870

 
 
 
 
Ratio of Adjusted EBITDAre to Interest Expense
2.2
x
 
2.6
x

18


Reconciliation of Adjusted EBITDAre to Cash Flows Provided By Operating Activities
(In thousands)
 
Three Months Ended
March 31,
 
2019
 
2018
Company's share of Adjusted EBITDAre
$
131,144

 
$
152,442

Interest expense
(53,998
)
 
(53,767
)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries
1,766

 
1,851

Income taxes
(247
)
 
570

Net amortization of deferred financing costs, debt premiums and discounts
2,304

 
1,709

Net amortization of intangible lease assets and liabilities
(551
)
 
(475
)
Depreciation and interest expense from unconsolidated affiliates
(17,236
)
 
(16,355
)
Litigation settlement, net of taxes
(87,667
)
 

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
2,157

 
2,166

Net income (loss) attributable to noncontrolling interests in other consolidated subsidiaries
(75
)
 
101

(Gain) loss on outparcel sales
14

 
(2,135
)
Loss on insurance proceeds
277

 

Equity in earnings of unconsolidated affiliates
(3,308
)
 
(3,739
)
Distributions of earnings from unconsolidated affiliates
5,671

 
4,011

Share-based compensation expense
2,043

 
2,314

Provision for doubtful accounts
1,540

 
2,041

Change in deferred tax assets
63

 
(629
)
Changes in operating assets and liabilities
72,020

 
8,181

Cash flows provided by operating activities
$
55,917

 
$
98,286



Components of Consolidated Rental Revenues

The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.
 
Three Months Ended
March 31,
 
2019
 
2018
Minimum rents
$
137,558

 
$
150,361

Percentage rents
2,242

 
2,043

Other rents
2,008

 
2,055

Tenant reimbursements
50,712

 
58,270

Estimate of uncollectable amounts (1)
(1,540
)
 

Total rental revenues
$
190,980

 
$
212,729

(1)
Prior to the adoption of ASC 842, uncollectable amounts were recorded as bad debt expense, which was included in property operating expense, and was $2,041 for the three months ended March 31, 2018.


19


Supplemental Financial And Operating Information
As of March 31, 2019

Schedule of Mortgage and Other Indebtedness
(Dollars in thousands )
Property
Location
Non-
controlling
Interest %
Original
Maturity
Date
Optional
Extended
Maturity
Date
Interest
Rate
Balance
 
Balance
Fixed
 
Variable
Operating Properties:
 
 
 
 
 
 
 
 
 
 
The Outlet Shoppes at Laredo
Laredo, TX
 
May-19
May-21
5.14%
$
54,100

 
$

 
$
54,100

Honey Creek Mall
Terre Haute, IN
 
Jul-19
 
8.00%
23,662

(1) 
23,662

 

Volusia Mall
Daytona Beach, FL
 
Jul-19
 
8.00%
40,704

(1) 
40,704

 

Greenbrier Mall
Chesapeake, VA
 
Dec-19

5.41%
67,201

 
67,201

 

Hickory Point Mall
Forsyth, IL
 
Dec-19

5.85%
27,446

 
27,446

 

The Outlet Shoppes at Atlanta - Phase II
Woodstock, GA
 
Dec-19
 
4.99%
4,542

 

 
4,542

The Terrace
Chattanooga, TN
 
Jun-20
 
7.25%
12,236

 
12,236

 

Burnsville Center
Burnsville, MN
 
Jul-20
 
6.00%
66,715

 
66,715

 

The Outlet Shoppes of the Bluegrass - Phase II
Simpsonville, KY
 
Jul-20
 
4.99%
9,421

 

 
9,421

Parkway Place
Huntsville, AL
 
Jul-20
 
6.50%
34,194

 
34,194

 

Valley View Mall
Roanoke, VA
 
Jul-20
 
6.50%
52,920

 
52,920

 

Parkdale Mall & Crossing
Beaumont, TX
 
Mar-21
 
5.85%
77,879

 
77,879

 

EastGate Mall
Cincinnati, OH
 
Apr-21
 
5.83%
33,649

 
33,649

 

Hamilton Crossing & Expansion
Chattanooga, TN
 
Apr-21
 
5.99%
8,748

 
8,748

 

Park Plaza Mall
Little Rock, AR
 
Apr-21
 
5.28%
80,564

 
80,564

 

Fayette Mall
Lexington, KY
 
May-21
 
5.42%
150,940

 
150,940

 

Alamance Crossing - East
Burlington, NC
 
Jul-21
 
5.83%
45,228

 
45,228

 

Asheville Mall
Asheville, NC
 
Sep-21
 
5.80%
65,514

 
65,514

 

Cross Creek Mall
Fayetteville, NC
 
Jan-22
 
4.54%
114,476

 
114,476

 

Northwoods Mall
North Charleston, SC
Apr-22
 
5.08%
64,833

 
64,833

 

Arbor Place
Atlanta (Douglasville), GA
May-22
 
5.10%
108,612

 
108,612

 

CBL Center
Chattanooga, TN
 
Jun-22
 
5.00%
17,589

 
17,589

 

Jefferson Mall
Louisville, KY
 
Jun-22
 
4.75%
63,016

 
63,016

 

Southpark Mall
Colonial Heights, VA
 
Jun-22
 
4.85%
59,428

 
59,428

 

WestGate Mall
Spartanburg, SC
 
Jul-22
 
4.99%
33,631

 
33,631

 

The Outlet Shoppes at Atlanta
Woodstock, GA
 
Nov-23
 
4.90%
72,855

 
72,855

 

The Outlet Shoppes of the Bluegrass
Simpsonville, KY
 
Dec-24
 
4.05%
71,347

 
71,347

 

The Outlet Shoppes at Gettysburg
Gettysburg, PA
 
Oct-25
 
4.80%
37,609

 
37,609

 

Hamilton Place
Chattanooga, TN
 
Jun-26
 
4.36%
101,944

 
101,944

 

The Outlet Shoppes at El Paso
El Paso, TX
 
Oct-28
 
5.10%
74,554

 
74,554

 

Total Loans On Operating Properties
 
 
 
 
1,675,557

 
1,607,494

 
68,063

Weighted-average interest rate
 
 
 
 
 
5.33
%
 
5.34
%
 
5.11
%
 
 
 
 
 
 
 
 
 
 
 
Construction Loan:
 
 
 
 
 
 
 
 
 
 
Brookfield Square Anchor Redevelopment
Brookfield, WI
 
Oct-21
Oct-22
5.38%
12,390

 

 
12,390

 
 
 
 
 
 
 
 
 
 
 
Operating Partnership Debt:
 
 
 
 
 
 
 
 
 
 
Secured credit facility:
 
 
 
 
 
 
 
 
 
 
   $685,000 capacity
 
 
Jul-23

4.74%
390,000

 

 
390,000

 
 
 
 
 
 
 
 
 
 
 
Secured term loan:
 
 
 
 
 
 
 
 
 
 
   $500,000 term loan
 
 
Jul-23

4.74%
500,000

 

 
500,000


20


Property
Location
Non-
controlling
Interest %
Original
Maturity
Date
Optional
Extended
Maturity
Date
Interest
Rate
Balance
 
Balance
Fixed
 
Variable
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes:
 
 
 
 
 
 
 
 
 
 
   Senior unsecured 5.25% notes
 
 
Dec-23
 
5.25%
450,000

 
450,000

 

   Senior unsecured 5.25% notes (discount)
 
Dec-23
 
5.25%
(2,461
)
 
(2,461
)
 

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

 
300,000

 

   Senior unsecured 4.60% notes (discount)
 
Oct-24
 
4.60%
(45
)
 
(45
)
 

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

 
625,000

 

   Senior unsecured 5.95% notes (discount)
 
 
Dec-26
 
5.95%
(8,158
)
 
(8,158
)
 

 
SUBTOTAL
 
 
 
 
1,364,336

 
1,364,336

 

 
 
 
 
 
 
 
 
 
 
 
Total Consolidated Debt
 
 
 
 
 
$
3,942,283

(2) 
$
2,971,830

 
$
970,453

Weighted-average interest rate
 
 
 
 
 
5.23
%
 
5.38
%
 
4.77
%
 
 
 
 
 
 
 
 
 
 
 
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
 
 
 
 
 
 
 
 
 
Triangle Town Center
Raleigh, NC
 
Dec-18

4.00%
$
13,900

(3) 
$
13,900

 
$

Ambassador Town Center Infrastructure Improvements
Lafayette, LA
 
Aug-20

3.74%
10,050

(4) 
10,050

 

The Shoppes at Eagle Point
Cookeville, TN
 
Oct-20
Oct-22
5.24%
17,594

 

 
17,594

Hammock Landing - Phase I
West Melbourne, FL
 
Feb-21
Feb-23
4.74%
20,196

 

 
20,196

Hammock Landing - Phase II
West Melbourne, FL
 
Feb-21
Feb-23
4.74%
7,959

 

 
7,959

The Pavilion at Port Orange
Port Orange, FL
 
Feb-21
Feb-23
4.74%
27,454

 

 
27,454

York Town Center
York, PA
 
Feb-22
 
4.90%
15,792

 
15,792

 

York Town Center - Pier 1
York, PA
 
Feb-22
 
5.23%
619

 

 
619

EastGate Mall - Self-Storage Development
Cincinnati, OH
 
Dec-22
 
5.24%
5,920

 

 
5,920

West County Center
St. Louis, MO
 
Dec-22
 
3.40%
88,884

 
88,884

 

Friendly Shopping Center
Greensboro, NC
 
Apr-23
 
3.48%
47,095

 
47,095

 

Mid Rivers Mall - Self-Storage Development
St. Peters, MO
 
Apr-23
 
5.24%
4,662

 

 
4,662

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

 
30,000

 

Ambassador Town Center
Lafayette, LA