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Section 1: 8-K/A (8-K/A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):  October 31, 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 37421-6000
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered under Section 12(b) of the Act:
Title of each Class
 
Trading
Symbol(s)
 
Name of each exchange on
which registered
Common Stock, $0.01 par value
 
CBL
 
New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
 
CBLprD
 
New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
 
CBLprE
 
New York Stock Exchange
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     
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.






Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (“Amendment”) is being furnished to amend Items 2.02 and 9.01 of the Current Report on Form 8-K furnished on November 1, 2019 reporting the Company’s results for the third quarter ended September 30, 2019.
ITEM 2.02    Results of Operations and Financial Condition
On November 13, 2019, CBL & Associates Properties, Inc. (the “Company”) issued a corrected press release announcing the Company’s results for the quarter ended September 30, 2019. The news release was issued to correct the amount of loss on impairment of real estate reported for the three and nine months ended September 30, 2019. Subsequent to the issuance of its earnings release on October 31, 2019, the Company’s internal control procedures identified an error in the underlying assumptions used in its undiscounted cash flow recoverability analysis for Laurel Park Place. As a result of correcting this error, the Company recorded an impairment of $52.1 million to write down the net carrying value of Laurel Park Place to its estimated fair value of $26.0 million.
The Company has prepared and furnished as Exhibit 99.1 to this Amendment a corrected earnings release and supplemental financial and operating information for the third quarter ended September 30, 2019. The correction did not change the Company’s reported Same-Center Net Operating Income ("NOI") and Funds From Operations ("FFO"), as adjusted, for the three and nine months ended September 30, 2019. The correction did not change the Company’s guidance for Same-Center NOI and FFO, as adjusted, that was provided in the original earnings release.
The information in this Amendment and the Exhibit 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
 
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)










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: November 13, 2019
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit



Exhibit 99.1















400990645_cblmark.jpg



Earnings Release and
Supplemental Financial and Operating Information

For the Three and Nine Months Ended
September 30, 2019





400990645_cblmarka01.jpg
Earnings Release and Supplemental Financial and Operating Information
Table of Contents

 
 
Page
 
 
 
 
 
 
 
 
Reconciliations of Supplementary Non-GAAP Financial Measures:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



400990645_pressreleaseheadercopya01.jpg
Contact: Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, [email protected]

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- Please replace the revised version to correct certain Q3 2019 financial information issued October 31, 2019, at 4:15p.m. ET.  Please refer to Form 8-K/A furnished on November 13, 2019 for additional information.

The corrected release reads:

CBL PROPERTIES REPORTS RESULTS FOR THIRD QUARTER 2019
Results In-Line; Guidance Range Maintained

CBL Properties (NYSE:CBL) announced results for the third quarter ended September 30, 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
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
%
 
2019
 
2018
 
%
Net loss attributable to common shareholders per diluted share
$
(0.52
)
 
$
(0.07
)
 
(642.9
)%
 
$
(1.01
)
 
$
(0.34
)
 
(197.1
)%
Funds from Operations ("FFO") per diluted share
$
0.45

 
$
0.39

 
15.4
 %
 
$
1.01

 
$
1.26

 
(19.8
)%
FFO, as adjusted, per diluted share (1)
$
0.34

 
$
0.40

 
(15.0
)%
 
$
0.98

 
$
1.28

 
(23.4
)%
(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 loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this news release.
 
KEY TAKEAWAYS:
Same-center sales per square foot for the stabilized mall portfolio for the third quarter improved 3.2%. For the twelve-months ended September 30, 2019, same-center sales increased 1.1% to $383 per square foot compared with the prior-year period.
CBL made significant progress on its anchor redevelopment program, including 27 former anchor spaces committed, under construction or with replacements already open featuring dining, entertainment, fitness and other mixed-use components.
FFO per diluted share, as adjusted, was $0.34 for the third quarter 2019, compared with $0.40 per share for the third quarter 2018. Third quarter 2019 FFO per share was impacted by $0.02 per share of dilution from asset sales completed since the prior-year period and $0.04 per share of lower property NOI.
Total Portfolio Same-center NOI declined 5.9% for the three months and declined 5.5% for the nine months ended September 30, 2019, as compared with the prior-year periods.
Portfolio occupancy as of September 30, 2019, was 90.5%, representing a 30 basis point improvement sequentially, and a 150 basis point decline compared with 92.0% as of September 30, 2018. Same-center mall occupancy was 88.7% as of September 30, 2019, a 60 basis point improvement sequentially and a 200 basis point decline compared with 90.7% as of September 30, 2018.
Year-to-date, CBL has completed or announced gross asset sales totaling $161.4 million (details herein).




 
1
 
400990645_pressreleasefootera02.jpg




"Third quarter results demonstrated the resiliency of our portfolio of market dominant properties. With adjusted FFO per share of $0.34 and portfolio same-center NOI of (5.9)% , we are on track to achieve full-year results within the mid-to-high end of our reaffirmed guidance range,” said Stephen D. Lebovitz, Chief Executive Officer.  "Operational results were also in-line with improved sales and spreads on new leasing, and our reserve was able to offset additional retailer bankruptcies, store closings and restructurings.  For the third quarter, portfolio sales increased 3.2%, bringing our rolling twelve-month sales to $383 per square foot.  This trend should provide a positive backdrop for us during the holiday season as well as on future lease negotiations. 
"Last week, we celebrated the grand opening of the redevelopment of the former Sears at Brookfield Square in Milwaukee, which represents a milestone in our portfolio transformation strategy.  The project has generated a huge amount of excitement with new-to-market entertainment users Whirlyball and Movie Tavern by Marcus Theatres and in-demand restaurants, services and shops.  The adjacent city-owned hotel and convention center opening next year will provide an added source of traffic. 
"The Brookfield Square project is a great example of our strategy of utilizing redevelopments to transform our properties into suburban town centers. In this case, we are combining successful retail, entertainment, restaurants, fitness and non-retail elements, including medical office and the hotel/convention center.  Across our portfolio, we are diversifying our tenant mix in our shop leasing efforts, and we are pursuing opportunities to make more productive use of available land.  Year-to-date, 74% of new mall leasing was executed with non-apparel tenants.  We also recently commenced construction with joint venture partners on two new self-storage projects and a hotel and have several additional non-retail projects on the drawing board. These projects demonstrate the tangible progress and creativity that helps bring us closer to our goal of stabilizing revenues and returning to growth."   
       Net loss attributable to common shareholders for the third quarter 2019 was $90.1 million, or a loss of $0.52 per diluted share, compared with a net loss of $12.6 million, or a loss of $0.07 per diluted share, for the third quarter 2018. Net loss for the third quarter 2019 was impacted by a $135.7 million loss on impairment of real estate to write down the carrying values of Mid Rivers Mall and Laurel Park Place to the properties' estimated fair values. The impairments were primarily a result of declines in projected future cash flows. Net loss for the third quarter 2019 also included a $22.7 million reduction to the class-action litigation expense accrued during the first quarter 2019. The majority of the reduction relates to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that opted out of the lawsuit.
FFO allocable to common shareholders, as adjusted, for the third quarter 2019 was $58.7 million, or $0.34 per diluted share, compared with $68.6 million, or $0.40 per diluted share, for the third quarter 2018. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the third quarter 2019 was $67.8 million compared with $79.2 million for the third quarter 2018.
Percentage change in same-center Net Operating Income ("NOI")(1):
 
 
Three Months
Ended
September 30, 2019
 
Nine Months
Ended
September 30, 2019
Portfolio same-center NOI
 
(5.9)%
 
(5.5)%
Mall same-center NOI
 
(6.9)%
 
(6.4)%
(1)
CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases.

Major variances impacting same-center NOI for the quarter ended September 30, 2019, include:
Same-center NOI declined $8.7 million, due to a $10.0 million decrease in revenues offset by a $1.3 million decline in operating expenses.
Rental revenues declined $12.5 million, including a $6.9 million decline in tenant reimbursements and a $5.6 million decline in minimum and other rents. Percentage rents were flat.
Property operating expenses declined $1.1 million compared with the prior year. Maintenance and repair expenses declined $0.3 million. Real estate tax expenses increased $0.1 million.
 

2




PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):
 
 
As of September 30,
 
 
2019
 
2018
Portfolio occupancy
 
90.5%
 
92.0%
Mall portfolio
 
88.7%
 
90.5%
Same-center malls
 
88.7%
 
90.7%
Stabilized malls 
 
88.8%
 
90.8%
Non-stabilized malls (2)
 
83.8%
 
73.6%
Associated centers
 
96.3%
 
97.2%
Community centers
 
96.3%
 
96.8%
(1)
Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community centers represents percentage of gross leasable area occupied.
(2)
Represents occupancy for The Outlet Shoppes at Laredo.

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
% Change in Average Gross Rent Per Square Foot:
 
 
 
Three Months
Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Stabilized Malls
(6.3
)%
 
(6.9
)%
New leases
18.9
 %
 
9.3
 %
Renewal leases
(11.0
)%
 
(9.6
)%

Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
 
Twelve Months Ended September 30,
 
 
 
2019
 
2018
 
% Change
Stabilized mall same-center sales per square foot
$
383

 
$
379

 
1.1%
Stabilized mall sales per square foot
$
383

 
$
378

 
1.3%

DISPOSITIONS
Year-to-date, CBL has closed on $161.4 million in asset sales, as detailed below.

In August, CBL closed on the sale of a 25% interest in The Outlet Shoppes at El Paso to its existing joint venture partner, Horizon Group Properties ("Horizon"), for cash of $9.3 million and the assumption of 25% interest in the existing loan (representing $18.5 million at closing). Following the completion of the sale, CBL and Horizon each own a 50% interest, with Horizon continuing to lease and manage the asset.


3




Property
Location
Date Closed
Gross Sales Price (M)
Cary Towne Center(1)
Cary, NC
January
$
31.5

Honey Creek Mall (1)
Terre Haute, IN
April
$
14.6

The Shoppes at Hickory Point
Forsyth, IL
April
$
2.5

Courtyard by Marriott at Pearland Town Center
Pearland, TX
June
$
15.1

The Forum at Grandview
Madison, MS
July
$
31.8

850 Greenbrier Circle
Chesapeake, VA
July
$
10.5

Various parcels
Various
Various
$
27.6

25% interest in The Outlet Shoppes at El Paso (2)
El Paso, TX
August
$
27.8

Total
 
 
$
161.4

(1)
100% of sale proceeds utilized to retire existing secured loans.
(2)
Gross amount shown above is comprised of $9.3 million in equity and 25% interest in loan balance at closing of $18.5 million.

DIVIDEND
In March 2019, CBL suspended its quarterly common dividend for two quarters. Prior to year-end, CBL will complete its review of taxable income projections and announce its common dividend policy for 2020. Consistent with CBL's strategy of maximizing internal cash flow available for investing and debt reduction, CBL intends to pay the minimum common dividend required, if any, to distribute taxable income.

ANCHOR REPLACEMENT PROGRESS AND REDEVELOPMENT
CBL recently marked the completion of the Sears redevelopment at Brookfield Square in Milwaukee, Wisconsin. Construction on the approximately 120,000-square-foot project, which included razing the entire Sears building, began in April 2018, and delivered new-to-market dining, entertainment, and other uses to the property.

Anchor replacements recently opened or pending include (complete list and additional information can be found in the financial supplement):
Property
Prior Tenant
 
New Tenant(s)
Construction/Opening Status
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
Open
Parkdale Mall
Macy's
 
Dick's, Five Below, HomeGoods
Open
Brookfield Square
Sears
 
Marcus Theatres, Whirlyball
Open
Laurel Park Place
Carson's
 
Dunham's Sports
Open
Meridian Mall
Younkers
 
High Caliber Karts
Open
Stroud Mall
Boston
 
Shoprite
Open
Kentucky Oaks Mall
Elder Beerman
 
HomeGoods and Five Below
November 2019
Frontier Mall
Sears
 
Jax Outdoor Gear
November 2019
Stroud Mall
Sears
 
Furniture Outlet
December 2019
Dakota Square
Herberger's
 
Ross Dress for Less
January 2020
Hamilton Place
Sears
 
Dick's Sporting Goods, Dave & Busters, Aloft Hotel, office
Under construction - Spring 2020/ 2021 (Aloft)
CherryVale Mall
Sears
 
Tilt
Under construction - Q1/Q2 '20
Imperial Valley
Sears
 
Hobby Lobby
Under construction - 2020
Westmoreland Mall
BonTon
 
Stadium Live! Casino
2020

4




Property
Prior Tenant
 
New Tenant(s)
Construction/Opening Status
York Galleria
Sears
 
Penn National Casino
2020
Richland Mall
Sears
 
Dillard's
2020
Cross Creek Mall
Sears
 
Entertainment User
Construction start in 2020
South County Center
Sears
 
Round1
Opening TBD
Hanes Mall
Sears
 
Novant Health
Opening TBD
West Towne Mall
Sears
 
Von Maur
2021

OUTLOOK AND GUIDANCE
CBL anticipates achieving 2019 FFO, as adjusted, in the range of $1.30 - $1.35 per diluted share, which is consistent with guidance provided in the prior quarter. 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 $8 - $10 million of the Reserve.
Key assumptions underlying guidance are as follows:
 
Low
 
High
2019 FFO, as adjusted, per share (includes the Reserve)
1.30
 
1.35
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
Updated expectation for gains on outparcel sales
$2.0 million
 
$4.0 million

Reconciliation of GAAP net income (loss) to 2019 FFO, as adjusted, per share guidance:
 
Low
 
High
Expected diluted earnings per common share
$
(1.10
)
 
$
(1.05
)
Adjust to fully converted shares from common shares
0.15

 
0.15

Expected earnings per diluted, fully converted common share
(0.95
)
 
(0.90
)
Add: depreciation and amortization
1.53

 
1.53

Less: gain on depreciable property
(0.11
)
 
(0.11
)
Add: loss on impairment
1.01

 
1.01

Add: noncontrolling interest in loss of Operating Partnership
(0.14
)
 
(0.14
)
Expected FFO, as adjusted, per diluted, fully converted common share
$
1.34

 
$
1.39

Add: Litigation settlement
0.32

 
0.32

Adjustment for certain significant items
(0.36
)
 
(0.36
)
Expected adjusted FFO per diluted, fully converted common share
$
1.30

 
$
1.35


INVESTOR CONFERENCE CALL AND WEBCAST
CBL Properties will host a conference call on Friday, November 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, 7355952.  A replay of the conference call will be available through November 8, 2019, by dialing (877) 344-7529 or (412) 317‑0088 and entering the confirmation number, 10134286.
The Company will also provide an online webcast and rebroadcast of its third quarter 2019 earnings release conference call.  The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, November 1, 2019, beginning at 11:00 a.m. ET.  The online replay will follow shortly after the call.
To receive the CBL Properties third quarter earnings release and supplemental information, please visit the Invest section of our website at cblproperties.com.

5




ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high-quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL 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.
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.

6




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 10 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 and Nine Months Ended September 30, 2019
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
REVENUES (1):
 
 
 
 
 
 
 
Rental revenues
$
180,616

 
$
200,311

 
$
556,989

 
$
620,608

Management, development and leasing fees
2,216

 
2,658

 
7,325

 
8,022

Other
4,419

 
3,909

 
14,344

 
13,046

Total revenues
187,251

 
206,878

 
578,658

 
641,676

 
 
 
 
 
 
 
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
Property operating
(27,344
)
 
(30,004
)
 
(82,856
)
 
(92,357
)
Depreciation and amortization
(64,168
)
 
(71,945
)
 
(198,438
)
 
(217,261
)
Real estate taxes
(18,699
)
 
(19,433
)
 
(57,766
)
 
(61,737
)
Maintenance and repairs
(10,253
)
 
(11,475
)
 
(34,327
)
 
(36,713
)
General and administrative
(12,467
)
 
(16,051
)
 
(48,901
)
 
(47,845
)
Loss on impairment
(135,688
)
 
(14,600
)
 
(202,121
)
 
(84,644
)
Litigation settlement
22,688

 

 
(65,462
)
 

Other
(7
)
 
(38
)
 
(41
)
 
(377
)
Total operating expenses
(245,938
)
 
(163,546
)
 
(689,912
)
 
(540,934
)
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSES):
 
 
 
 
 
 
 
Interest and other income
1,367

 
283

 
2,212

 
714

Interest expense
(50,515
)
 
(55,194
)
 
(156,995
)
 
(163,164
)
Gain on extinguishment of debt

 

 
71,722

 

Gain on investments/deconsolidation
11,174

 

 
11,174

 
387

Gain on sales of real estate assets
8,056

 
7,880

 
13,811

 
15,998

Income tax benefit (provision)
(1,670
)
 
(1,034
)
 
(2,622
)
 
1,846

Equity in earnings (losses) of unconsolidated affiliates
(1,759
)
 
1,762

 
3,421

 
9,869

Total other expenses
(33,347
)
 
(46,303
)
 
(57,277
)
 
(134,350
)
Net loss
(92,034
)
 
(2,971
)
 
(168,531
)
 
(33,608
)
Net (income) loss attributable to noncontrolling interests in:
 
 
 
 
 
 
 
Operating Partnership
13,904

 
1,628

 
27,116

 
8,978

Other consolidated subsidiaries
(763
)
 
(24
)
 
(631
)
 
369

Net loss attributable to the Company
(78,893
)
 
(1,367
)
 
(142,046
)
 
(24,261
)
Preferred dividends
(11,223
)
 
(11,223
)
 
(33,669
)
 
(33,669
)
Net loss attributable to common shareholders
$
(90,116
)
 
$
(12,590
)
 
$
(175,715
)
 
$
(57,930
)
 
 
 
 
 
 
 
 
Basic and diluted per share data attributable to common shareholders:
 
 
 
 
 
 
 
Net loss attributable to common shareholders
$
(0.52
)
 
$
(0.07
)
 
$
(1.01
)
 
$
(0.34
)
Weighted-average common and potential dilutive common
shares outstanding
173,471

 
172,665

 
173,400

 
172,426

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

8


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three and Nine Months Ended September 30, 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
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net loss attributable to common shareholders
$
(90,116
)
 
$
(12,590
)
 
$
(175,715
)
 
$
(57,930
)
Noncontrolling interest in loss of Operating Partnership
(13,904
)
 
(1,628
)
 
(27,116
)
 
(8,978
)
Depreciation and amortization expense of:
 
 
 
 

 
 
 Consolidated properties
64,168

 
71,945

 
198,438

 
217,261

 Unconsolidated affiliates
14,471

 
10,438

 
36,599

 
31,177

 Non-real estate assets
(920
)
 
(910
)
 
(2,719
)
 
(2,748
)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(2,031
)
 
(2,136
)
 
(6,836
)
 
(6,424
)
Loss on impairment
135,688

 
14,600

 
202,121

 
84,644

Loss on impairment of unconsolidated affiliates

 
1,022

 

 
1,022

Gain on depreciable property, net of taxes
(16,914
)
 
(3,307
)
 
(21,755
)
 
(5,543
)
FFO allocable to Operating Partnership common unitholders
90,442

 
77,434

 
203,017

 
252,481

Litigation settlement, net of taxes (1)
(22,688
)
 

 
64,979

 

Gain on investments, net of taxes (2)

 

 

 
(287
)
Non-cash default interest expense (3)

 
1,784

 
542

 
3,616

Gain on extinguishment of debt (4)

 

 
(71,722
)
 

FFO allocable to Operating Partnership common unitholders, as adjusted
$
67,754

 
$
79,218

 
$
196,816

 
$
255,810

 
 
 
 
 
 
 
 
FFO per diluted share
$
0.45

 
$
0.39

 
$
1.01

 
$
1.26

 
 
 
 
 
 
 
 
FFO, as adjusted, per diluted share
$
0.34

 
$
0.40

 
$
0.98

 
$
1.28

 
 
 
 
 
 
 
 
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted
200,230

 
199,432

 
200,158

 
199,630

 
 
 
 
 
 
 
 
(1) The three months ended September 30, 2019 represents a reduction of $22,688 to the accrued maximum expense of $88,150 related to the settlement of a class action lawsuit that was recorded in the three months ended March 31, 2019. A majority of the reduction of $22,688 relates to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that opted out of the lawsuit. The nine months ended September 30, 2019 is comprised of the accrued maximum expense related to the settlement of a class action lawsuit less the reduction recorded in the three months ended September 30, 2019.
(2) The nine months ended September 30, 2018 includes a gain on investment related to the land contributed by the Company to the Self Storage at Mid Rivers 50/50 joint venture.
(3) The nine months ended September 30, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. The three months and nine months ended September 30, 2018 include default interest expense related to Acadiana Mall and Cary Towne Center.
(4) The nine months ended September 30, 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 and Nine Months Ended September 30, 2019



The reconciliation of diluted EPS to FFO per diluted share is as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Diluted EPS attributable to common shareholders
$
(0.52
)
 
$
(0.07
)
 
$
(1.01
)
 
$
(0.34
)
Eliminate amounts per share excluded from FFO:
 
 
 
 
 
 
 
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests
0.38

 
0.40

 
1.13

 
1.20

Loss on impairment
0.68

 
0.08

 
1.00

 
0.43

Gain on depreciable property, net of taxes
(0.09
)
 
(0.02
)
 
(0.11
)
 
(0.03
)
FFO per diluted share
$
0.45

 
$
0.39

 
$
1.01

 
$
1.26


    
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
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
FFO allocable to Operating Partnership common unitholders
$
90,442

 
$
77,434

 
$
203,017

 
$
252,481

Percentage allocable to common shareholders (1)
86.64
%
 
86.58
%
 
86.63
%
 
86.37
%
FFO allocable to common shareholders
$
78,359

 
$
67,042

 
$
175,874

 
$
218,068

 
 
 
 
 
 
 
 
FFO allocable to Operating Partnership common unitholders, as adjusted
$
67,754

 
$
79,218

 
$
196,816

 
$
255,810

Percentage allocable to common shareholders (1)
86.64
%
 
86.58
%
 
86.63
%
 
86.37
%
FFO allocable to common shareholders, as adjusted
$
58,702

 
$
68,587

 
$
170,502

 
$
220,943

 
 
 
 
 
 
 
 
(1) Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 14.



10


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three and Nine Months Ended September 30, 2019

SUPPLEMENTAL FFO INFORMATION:
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Lease termination fees
$
848

 
$
783

 
$
2,938

 
$
9,788

    Lease termination fees per share
$

 
$

 
$
0.01

 
$
0.05

 
 
 
 
 
 
 
 
Straight-line rental income
$
1,348

 
$
388

 
$
2,302

 
$
(3,923
)
    Straight-line rental income per share
$
0.01

 
$

 
$
0.01

 
$
(0.02
)
 
 
 
 
 
 
 
 
Gains on outparcel sales, net of taxes
$
1,961

 
$
4,548

 
$
2,894

 
$
11,033

    Gains on outparcel sales, net of taxes per share
$
0.01

 
$
0.02

 
$
0.01

 
$
0.06

 
 
 
 
 
 
 
 
Net amortization of acquired above- and below-market leases
$
533

 
$
(1,210
)
 
$
2,032

 
$
982

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

 
$
(0.01
)
 
$
0.01

 
$

 
 
 
 
 
 
 
 
Net amortization of debt premiums and discounts
$
333

 
$
314

 
$
982

 
$
727

Net amortization of debt premiums and discounts per share
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
Income tax benefit (provision)
$
(1,670
)
 
$
(1,034
)
 
$
(2,622
)
 
$
1,846

    Income tax benefit (provision) per share
$
(0.01
)
 
$
(0.01
)
 
$
(0.01
)
 
$
0.01

 
 
 
 
 
 
 
 
Gain on extinguishment of debt
$

 
$

 
$
71,722

 
$

Gain on extinguishment of debt per share
$

 
$

 
$
0.36

 
$

 
 
 
 
 
 
 
 
 Gain on investments, net of taxes
$

 
$

 
$

 
$
287

     Gain on investments, net of taxes per share
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
Non-cash default interest expense
$

 
$
(1,784
)
 
$
(542
)
 
$
(3,616
)
     Non-cash default interest expense per share
$

 
$
(0.01
)
 
$

 
$
(0.02
)
 
 
 
 
 
 
 
 
Abandoned projects expense
$
(7
)
 
$
(38
)
 
$
(41
)
 
$
(377
)
    Abandoned projects expense per share
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
Interest capitalized
$
787

 
$
1,198

 
$
1,969

 
$
2,736

     Interest capitalized per share
$

 
$
0.01

 
$
0.01

 
$
0.01

 
 
 
 
 
 
 
 
Litigation settlement, net of taxes
$
22,688

 
$

 
$
(64,979
)
 
$

     Litigation settlement, net of taxes per share
$
0.11

 
$

 
$
(0.32
)
 
$


 
As of September 30,
 
2019
 
2018
Straight-line rent receivable
$
55,974

 
$
57,284


11


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three and Nine Months Ended September 30, 2019


Same-center Net Operating Income
(Dollars in thousands)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net loss
$
(92,034
)
 
$
(2,971
)
 
$
(168,531
)
 
$
(33,608
)
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization
64,168

 
71,945

 
198,438

 
217,261

Depreciation and amortization from unconsolidated affiliates
14,471

 
10,438

 
36,599

 
31,177

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(2,031
)
 
(2,136
)
 
(6,836
)
 
(6,424
)
Interest expense
50,515

 
55,194

 
156,995

 
163,164

Interest expense from unconsolidated affiliates
6,686

 
6,551

 
19,842

 
18,849

Noncontrolling interests' share of interest expense in other consolidated subsidiaries
(1,561
)
 
(1,875
)
 
(5,044
)
 
(5,912
)
Abandoned projects expense
7

 
38

 
41

 
377

Gain on sales of real estate assets
(8,056
)
 
(7,880
)
 
(13,811
)
 
(15,998
)
(Gain) loss on sales of real estate assets of unconsolidated affiliates

 
28

 
(627
)
 
(564
)
Gain on investments/deconsolidation
(11,174
)
 

 
(11,174
)
 
(387
)
Gain on extinguishment of debt

 

 
(71,722
)
 

Loss on impairment
135,688

 
14,600

 
202,121

 
84,644

Litigation settlement
(22,688
)
 

 
65,462

 

Income tax (benefit) provision
1,670

 
1,034

 
2,622

 
(1,846
)
Lease termination fees
(848
)
 
(783
)
 
(2,938
)
 
(9,788
)
Straight-line rent and above- and below-market lease amortization
(1,881
)
 
822

 
(4,334
)
 
2,941

Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries
(763
)
 
(24
)
 
(631
)
 
369

General and administrative expenses
12,467

 
16,051

 
48,901

 
47,845

Management fees and non-property level revenues
(2,293
)
 
(2,293
)
 
(9,077
)
 
(9,642
)
Operating Partnership's share of property NOI
142,343

 
158,739

 
436,296

 
482,458

Non-comparable NOI
(3,292
)
 
(10,967
)
 
(14,855
)
 
(36,409
)
Total same-center NOI (1)
$
139,051

 
$
147,772

 
$
421,441

 
$
446,049

Total same-center NOI percentage change
(5.9
)%
 
 
 
(5.5
)%
 
 


















12


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
For the Three and Nine Months Ended September 30, 2019



Same-center Net Operating Income
(Continued)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Malls
$
124,649

 
$
133,908

 
$
378,364

 
$
404,369

Associated centers
8,317

 
8,133

 
24,610

 
24,094

Community centers
5,052

 
4,869

 
15,216

 
14,610

Offices and other
1,033

 
862

 
3,251

 
2,976

Total same-center NOI (1)
$
139,051

 
$
147,772

 
$
421,441

 
$
446,049

 
 
 
 
 
 
 
 
Percentage Change:
 
 
 
 
 
 
 
Malls
(6.9
)%
 
 
 
(6.4
)%
 
 
Associated centers
2.3
 %
 
 
 
2.1
 %
 
 
Community centers
3.8
 %
 
 
 
4.1
 %
 
 
Offices and other
19.8
 %
 
 
 
9.2
 %
 
 
Total same-center NOI (1)
(5.9
)%
 
 
 
(5.5
)%
 
 

(1)
CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of September 30, 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 September 30, 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 September 30, 2019 and 2018

Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
 
As of September 30, 2019
 
Fixed Rate
 
Variable
Rate
 
Total per
Debt
Schedule
 
Unamortized
Deferred
Financing
Costs
 
Total
Consolidated debt
$
2,860,889

 
$
855,758

 
$
3,716,647

 
$
(17,640
)
 
$
3,699,007

Noncontrolling interests' share of consolidated debt
(74,486
)
 

 
(74,486
)
 
516

 
(73,970
)
Company's share of unconsolidated affiliates' debt
565,242

 
82,995

 
648,237

 
(2,607
)
 
645,630

Company's share of consolidated and unconsolidated debt
$
3,351,645

 
$
938,753

 
$
4,290,398

 
$
(19,731
)
 
$
4,270,667

Weighted-average interest rate
5.10
%
 
4.40
%
 
4.95
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2018
 
Fixed Rate
 
Variable
Rate
 
Total per
Debt
Schedule
 
Unamortized
Deferred
Financing
Costs
 
Total
Consolidated debt
$
3,160,776

 
$
970,508

 
$
4,131,284

 
$
(15,476
)
 
$
4,115,808

Noncontrolling interests' share of consolidated debt
(94,787
)
 

 
(94,787
)
 
611

 
(94,176
)
Company's share of unconsolidated affiliates' debt
553,339

 
96,598

 
649,937

 
(2,826
)
 
647,111

Company's share of consolidated and unconsolidated debt
$
3,619,328

 
$
1,067,106

 
$
4,686,434

 
$
(17,691
)
 
$
4,668,743

Weighted-average interest rate
5.16
%
 
4.01
%
 
4.90
%
 
 
 
 

Total Market Capitalization as of September 30, 2019
(In thousands, except stock price)
 
Shares
Outstanding
 
Stock
Price (1)
 
Value
Common stock and Operating Partnership units
200,228

 
$
1.29

 
$
258,294

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
 
 
 
 
884,544

Company's share of total debt, excluding unamortized deferred financing costs
 
 
 
 
4,290,398

Total market capitalization
 
 
 
 
$
5,174,942


(1)
Stock price for common stock and Operating Partnership units equals the closing price of the common stock on September 30, 2019. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Basic
 
Diluted
 
Basic
 
Diluted
2019:
 
 
 
 
 
 
 
Weighted-average shares - EPS
173,471

 
173,471

 
173,400

 
173,400

Weighted-average Operating Partnership units
26,759

 
26,759

 
26,758

 
26,758

Weighted-average shares - FFO
200,230

 
200,230

 
200,158

 
200,158

 
 
 
 
 
 
 
 
2018:
 
 
 
 
 
 
 
Weighted-average shares - EPS
172,665

 
172,665

 
172,426

 
172,426

Weighted-average Operating Partnership units
26,767

 
26,767

 
27,204

 
27,204

Weighted-average shares - FFO
199,432

 
199,432

 
199,630

 
199,630



14


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2019
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
 
 As of
 
September 30,
2019
 
December 31,
2018
ASSETS
 
 
 
Real estate assets:
 
 
 
Land
$
741,060

 
$
793,944

Buildings and improvements
5,819,655

 
6,414,886

 
6,560,715

 
7,208,830

Accumulated depreciation
(2,404,565
)
 
(2,493,082
)

4,156,150

 
4,715,748

Held for sale

 
30,971

Developments in progress
63,891

 
38,807

Net investment in real estate assets
4,220,041

 
4,785,526

Cash and cash equivalents
34,565

 
25,138

Receivables:
 
 
 
Tenant, net of allowance for doubtful accounts of $2,337 in 2018
76,947

 
77,788

Other, net of allowance for doubtful accounts of $838 in 2018
6,577

 
7,511

Mortgage and other notes receivable
5,818

 
7,672

Investments in unconsolidated affiliates
279,934

 
283,553

Intangible lease assets and other assets
146,036

 
153,665

 
$
4,769,918

 
$
5,340,853

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Mortgage and other indebtedness, net
$
3,699,007

 
$
4,043,180

Accounts payable and accrued liabilities
260,264

 
218,217

Liabilities related to assets held for sale

 
43,716

Total liabilities
3,959,271

 
4,305,113

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests  
1,864

 
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,
173,469,264 and 172,656,458 issued and
outstanding in 2019 and 2018, respectively
1,735

 
1,727

Additional paid-in capital
1,965,230

 
1,968,280

Dividends in excess of cumulative earnings
(1,194,620
)
 
(1,005,895
)
Total shareholders' equity
772,370

 
964,137

Noncontrolling interests
36,413

 
68,028

Total equity
808,783

 
1,032,165

 
$
4,769,918

 
$
5,340,853


15


CBL & Associates Properties, Inc.
Supplemental Financial And Operating Information
As of September 30, 2019
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
 
 As of
 
September 30,
2019
 
December 31,
2018
ASSETS:
 
 
 
Investment in real estate assets
$
2,135,627

 
$
2,097,088

Accumulated depreciation
(741,802
)
 
(674,275
)
 
1,393,825

 
1,422,813

Developments in progress
27,309

 
12,569

Net investment in real estate assets
1,421,134

 
1,435,382

Other assets
150,597

 
188,521

Total assets
$
1,571,731

 
$
1,623,903

 
 
 
 
LIABILITIES:
 
 
 
Mortgage and other indebtedness, net
$
1,252,003

 
$
1,319,949

Other liabilities
44,194

 
39,777

Total liabilities
1,296,197

 
1,359,726

 
 
 
 
OWNERS' EQUITY:
 
 
 
The Company
173,340

 
191,050

Other investors
102,194

 
73,127

Total owners' equity
275,534

 
264,177

Total liabilities and owners’ equity
$
1,571,731

 
$
1,623,903

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
 Total revenues
$
52,867

 
$
54,579

 
$
162,964

 
$
166,843

 Depreciation and amortization
(26,172
)
 
(19,606
)
 
(66,398
)
 
(58,918
)
 Operating expenses
(16,394
)
 
(17,215
)
 
(49,433
)
 
(54,026
)
 Income from operations
10,301

 
17,758

 
47,133

 
53,899

 Interest and other income
456

 
355

 
1,155

 
1,059

 Interest expense
(13,092
)
 
(13,368
)
 
(42,250
)
 
(38,845
)
 Loss on impairment

 
(89,826
)
 

 
(89,826
)
 Gain on extinguishment of debt
83,635

 

 
83,635

 

 Gain (loss) on sales of real estate assets

 
(55
)
 
630

 
1,128

 Net income (loss)
$
81,300

 
$
(85,136
)
 
$
90,303

 
$
(72,585
)
 
Company's Share for the
Three Months Ended September 30,
 
Company's Share for the
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
 Total revenues
$
27,486

 
$
28,057

 
$
82,694

 
$
86,198

 Depreciation and amortization
(14,471
)
 
(10,438
)
 
(36,599
)
 
(31,177
)
 Operating expenses
(8,381
)
 
(8,503
)
 
(24,235
)
 
(26,575
)
 Income from operations
4,634

 
9,116

 
21,860

 
28,446

 Interest and other income
293

 
247

 
776

 
730

 Interest expense
(6,686
)
 
(6,551
)
 
(19,842
)
 
(18,849
)
 Loss on impairment

 
(1,022
)
 
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