Press Release

CBL & Associates Properties Reports Results for Fourth Quarter and Full-Year 2018

Company Release - 2/7/2019 4:15 PM ET

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL & Associates Properties, Inc. (NYSE:CBL) announced results for the fourth quarter and year ended December 31, 2018. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

   
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017   % 2018   2017   %
Net income (loss) attributable to common shareholders per diluted share $ (0.39 ) $ 0.15   (360.0 )% $ (0.73 ) $ 0.44   (265.9 )%
Funds from Operations ("FFO") per diluted share $ 0.44   $ 0.55   (20.0 )% $ 1.70   $ 2.18   (22.0 )%
FFO, as adjusted, per diluted share (1) $ 0.45   $ 0.56   (19.6 )% $ 1.73   $ 2.08   (16.8 )%
 
(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 attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this earnings release.
 

KEY TAKEAWAYS:

  • In January 2019, CBL announced a new $1.185 billion secured credit facility maturing in July 2023.
  • In 2018, CBL completed more than $340 million of financing activity.
  • In 2018, CBL completed gross asset sales of more than $100 million, including a tier 3 mall and approximately $35 million in outparcel.
  • FFO per diluted share, as adjusted, was $0.45 in the fourth quarter 2018 compared to $0.56 in the prior-year period. Major items impacting fourth quarter 2018 FFO, as adjusted, include approximately $0.01 per share of dilution from asset sales, $0.07 per share lower property net operating income primarily due to retailer and anchor bankruptcies, $0.01 per share higher net interest expense and $0.02 per share due to lower gains on outparcel sales.
  • FFO per diluted share, as adjusted, was $1.73 for 2018, compared with $2.08 in the prior-year period. Major items impacting 2018 FFO, as adjusted, include approximately $0.08 per share of dilution from asset sales and non-core properties, $0.20 per share lower property net operating income primarily due to retailer and anchor bankruptcies, $0.02 per share of higher G&A expense substantially related to one-time severance expense, $0.01 per share higher interest expense and $0.02 per share lower gains on outparcel sales.
  • Same-center NOI improved sequentially to a decline of 4.4% for the fourth quarter 2018, over the prior-year quarter. For the full-year 2018, same-center NOI declined 6.0%, over the prior-year period.
  • Average gross rent per square foot declined 10.8% for stabilized mall leases signed in 2018 over the prior rate.
  • Total portfolio occupancy at December 31, 2018 was 93.1%, representing a sequential improvement of 110 basis points and a 10 basis point decline from the prior year-end.
  • Same-center sales per square foot for 2018 were $377, an increase of 0.5% compared with $375 for 2017.

CBL's Chief Executive Officer, Stephen D. Lebovitz, commented, "2018 closed on a positive note with adjusted FFO and same-center NOI in-line with our guidance range and a sequential improvement in operating results. We are making significant progress on our strategic priority of transforming our properties into suburban town centers, while at the same time limiting our cash investment. In the fourth quarter, we completed replacements of four former department stores. We have a dozen replacements under construction or positioned to start construction later this year as well as leases out for signature or in negotiations on numerous other locations. We are using these opportunities to diversify our properties’ offerings to include more food, entertainment, fitness, service and non-retail uses. Over 67% of new leases executed last year were with non-apparel tenants.

"Our most exciting recent news is the closing in January of a new $1.185 billion secured credit facility. This new facility is a major vote of confidence by our bank group and a huge step forward in providing the flexibility and runway to execute our strategy. As a result, our balance sheet is stronger and our maturity schedule is extended. The enhanced retained cash flow provided by the November 2018 dividend reduction also allows us to fund redevelopments on a leverage neutral basis as well as reduce debt. As our 2019 guidance indicates, we are still facing challenges in our business primarily as a result of the more than 40 anchor closures between the Bon-Ton and Sears bankruptcies. That being said, our strategy of owning the best real estate in our markets positions us to benefit from strong demand from new users looking to locate in our markets such as the Cheesecake Factory we recently opened in Chattanooga. As we move into 2019, our top priority is stabilizing our NOI and FFO with new income from the redevelopments and anchor replacements as well as improved leasing and other revenue sources."

Net loss attributable to common shareholders for the fourth quarter 2018 was $67.0 million, or $(0.39) per diluted share, compared with net income of $25.2 million, or $0.15 per diluted share for the fourth quarter 2017. Net loss attributable to common shareholders for the fourth quarter 2018 included $91.8 million of loss on impairment of real estate, primarily related to the write downs of the carrying value of Honey Creek Mall and Eastland Mall to each property's estimated fair value.

Net loss attributable to common shareholders for 2018 was $125.3 million, or $(0.73) per diluted share, compared with net income of $76.0 million, or $0.44 per diluted share, for 2017. Net loss attributable to common shareholders for 2018 was impacted by $176.4 million of loss on impairment of real estate.

FFO allocable to common shareholders, as adjusted, for the fourth quarter of 2018 was $77.4 million, or $0.45 per diluted share, compared with $96.4 million, or $0.56 per diluted share, for the fourth quarter of 2017. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter of 2018 was $89.4 million compared with $112.3 million for the fourth quarter of 2017.

FFO allocable to common shareholders, as adjusted, for 2018 was $298.2 million, or $1.73 per diluted share, compared with $355.1 million, or $2.08 per diluted share, for 2017. FFO allocable to the Operating Partnership common unitholders, as adjusted, for 2018 was $345.1 million compared with $413.7 million for 2017.

Percentage change in same-center Net Operating Income ("NOI")(1):

 
Three Months
Ended December 31,
Year Ended
December 31,
2018 2018
Portfolio same-center NOI (4.4 )% (6.0 )%
Mall same-center NOI (4.6 )% (6.2 )%

(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents, write-offs of landlord inducements, and net amortization of acquired above and below market leases.

 

MAJOR ITEMS IMPACTING SAME-CENTER NOI RESULTS FOR 2018

  • NOI declined $40.1 million during 2018, primarily due to a $41.7 million decrease in revenue offset by a $1.8 million decrease in expense.
  • Minimum rents, tenant reimbursements and other revenues declined $41.8 million, primarily due to store closures and rent concessions related to tenants in bankruptcy.
  • Other rents, including business development and short-term specialty leasing, declined $0.2 million.
  • Percentage rents increased $0.3 million, due to an increase in sales.
  • Property operating expense declined $2.5 million and real estate tax expense declined $2.1 million. Maintenance and repairs expense increased $2.8 million, substantially due to a $1.8 million increase in snow removal expense.

PORTFOLIO OPERATIONAL RESULTS

Occupancy (1):

  As of December 31,
2018   2017
Portfolio occupancy 93.1% 93.2%
Mall portfolio 91.8% 92.0%
Same-center malls 92.1% 92.2%
Stabilized malls 92.1% 92.1%
Non-stabilized malls (2) 76.7% 88.4%
Associated centers 97.4% 97.9%
Community centers 97.2% 96.8%
(1) Occupancy for malls represents percentage of mall store gross leasable area less than 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 December 31, 2018 and occupancy for The Outlet Shoppes of the Bluegrass and The Outlet Shoppes at Laredo as of December 31, 2017.
 

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:

% Change in Average Gross Rent Per Square Foot
  Three Months
Ended December 31,
  Year Ended
December 31,
2018 2018
Stabilized Malls (9.1)% (10.8)%
New leases 2.6% (1.7)%
Renewal leases (11.3)% (12.5)%
 

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

  Year Ended December 31,  
2018   2017 % Change
Stabilized mall same-center sales per square foot $ 377 $ 375 0.5%
Stabilized mall sales per square foot $ 377 $ 372 1.3%
 

DISPOSITIONS

In 2018, CBL raised more than $100 million in gross proceeds through asset sales:

Property     Location     Date Closed     Gross Sales Price (M)
Various Outparcels Various Various $ 35.9
Phase III Gulf Coast Town Center Ft. Myers, FL March 9.0
Janesville Mall Janesville, WI July 18.0
Statesboro Crossing Statesboro, GA August 21.5
Parkway Plaza Ft. Oglethorpe, GA October 16.5
Total $ 100.9
 

In January 2019, CBL completed 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. CBL will provide third party leasing and management services to the new owners.

In January 2019, CBL completed the transfer of Acadiana Mall to the holder of the note in exchange for extinguishment of the $119.8 million loan.

FINANCING ACTIVITY

In 2018, CBL completed more than $340 million of financing activity.

CBL closed on two non-recourse secured loans during the year aggregating $230.0 million ($133.75 at CBL's share). The new loans included a $155.0 million ($77.5 million at CBL’s share) non-recourse loan secured by CoolSprings Galleria in Nashville, TN and a $75.0 million ($56.25 million at CBL's share) non-recourse loan secured by The Outlet Shoppes at El Paso in El Paso, TX. Both loans have 10-year terms and bear a weighted average fixed interest rate of 4.925%.

CBL completed five-year extensions of two loans including the $56.7 million ($28.4 million at CBL’s share) loan secured by The Pavilion at Port Orange in Port Orange, FL, and the $58.2 million ($29.1 million at CBL’s share) loan secured by Hammock Landing in West Melbourne, FL. The loans were extended for an initial term of three years, with two one-year extensions available at the Company’s option, for a final maturity in February 2023. The new loans bear interest at 225 basis points over LIBOR, an increase of 25 bps over the prior rate.

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.

REDEVELOPMENT

During the fourth quarter, CBL announced details of its transformation plan for the former Sears at Hamilton Place in Chattanooga, TN. As part of the project, Chattanooga will welcome new-to-market entertainment venue Dave & Buster’s, which will feature the latest arcade games, state-of-the-art sports viewing, chef-crafted food and innovative cocktails. In addition, the project will include Dick's Sporting Goods, an approximately 145-room boutique-style hotel, Class “A” office space and additional restaurants and specialty tenants. These new additions will join Cheesecake Factory, which opened in December 2018 on a parcel adjacent to the Sears building. Construction is expected to commence in early 2019.

OUTLOOK AND GUIDANCE

CBL is providing 2019 FFO, as adjusted, guidance in the range of $1.41 - $1.46 per diluted share. Guidance incorporates a full-year budgeted impact of loss in rent related to 2018 tenant bankruptcies, store and anchor closures and rent adjustments net of expected new leasing as well as 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. Detail of assumptions underlying guidance follows:

  Low   High
2019 FFO per share, as adjusted (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
 

Assumptions underlying the change in 2019 Same-Center NOI are as follows:

 

Estimated
Impact to 2019
SC NOI

  Explanation
New Leasing/Contractual Rent Increases 3.0%
Rent loss from Anchor Closures (1.8)% Includes 2018 actual and 2019 budgeted anchor closures
Store Closures/Non-renewals (3.1)% Includes 2018 actual and budgeted 2019 store closures at natural lease maturation as well as mid-term store closures primarily related to tenants in bankruptcy
Lease Renewals (2.1)% Impact of net lease renewals completed in 2018 and budgeted for 2019, including certain tenants in bankruptcy reorganization
Lease Modifications/Co-tenancy (1.4)% Mid-term lease modifications or co-tenancy rent triggered in 2018 and budgeted for 2019
Reserve for lost rents (1.6)% Mid-point ($10M) of reserve for future unbudgeted lost rents
Total 2019 SC NOI Change at Midpoint (7.0)%
 

Reconciliation of major variances in 2018 FFO, as adjusted, per share to 2019 FFO per share guidance at mid-point:

 
2018 FFO per share, as adjusted $ 1.73
Change in SC NOI (excluding reserve for unbudgeted lost rents) (0.17 )
Reserve for unbudgeted lost rents ($10M) (0.05 )
Outparcel Sales Gains
Dilution from 2018 Asset Sales (0.04 )
Net Interest Expense (pro rata share of consolidated and unconsolidated)
Net Impact of Non-Core and Other Corporate Items (0.03 )
Mid-point of 2019 FFO, per share, as adjusted guidance $ 1.44  
 

Reconciliation of GAAP net income to 2019 FFO, as adjusted, per share guidance:

  Low   High
Expected diluted earnings per common share $ 0.42 $ 0.47
Adjust to fully converted shares from common shares (0.06 ) (0.06 )
Expected earnings per diluted, fully converted common share 0.36 0.41
Add: depreciation and amortization 1.36 1.36
Add: noncontrolling interest in earnings of Operating Partnership 0.06   0.06  
Expected FFO per diluted, fully converted common share 1.78 1.83
Gain on extinguishment of debt (0.37 ) (0.37 )
Expected FFO, as adjusted, per diluted, fully converted common share $ 1.41   $ 1.46  
 

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Friday, February 8, 2019, to discuss its fourth quarter and full year results. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061 and the confirmation number is 6970542. A replay of the conference call will be available through February 15, 2019, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number 10126294. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.

To receive the CBL & Associates Properties, Inc., fourth quarter and full year earnings release and supplemental information please visit the Investing section of our website at cblproperties.com or contact Investor Relations at (423) 490-8312.

The Company will also provide an online webcast and rebroadcast of its 2018 fourth quarter and full year earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Friday, February 8, 2019 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for three months.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

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 115 properties totaling 71.5 million square feet across 26 states, including 72 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.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used 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 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 its Operating Partnership. The Company then applies a percentage to FFO of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. 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 outstanding for the period and the weighted average number of Operating Partnership units outstanding during the period.

FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, 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 significant 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 earnings release for a description of these adjustments.

Same-center Net Operating Income

NOI is a supplemental 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).

We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of its shopping center and other properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI also excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center and other properties. 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 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.

   
CBL & Associates Properties, Inc.
Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
REVENUES:
Minimum rents $ 146,910 $ 155,966 $ 588,007 $ 624,161
Percentage rents 5,149 4,747 11,759 11,874
Other rents 5,136 7,837 12,034 19,008
Tenant reimbursements 44,712 61,975 217,313 254,552
Management, development and leasing fees 2,520 3,235 10,542 11,982
Other 12,454   1,596   18,902   5,675  

Total revenues

216,881   235,356   858,557   927,252  
OPERATING EXPENSES:
Property operating 29,660 31,780 122,017 128,030
Depreciation and amortization 68,140 73,629 285,401 299,090
Real estate taxes 20,554 21,574 82,291 83,917
Maintenance and repairs 11,591 12,284 48,304 48,606
General and administrative 13,661 13,064 61,506 58,466
Loss on impairment 91,769 176,413 71,401
Other 410   29   787   5,180  
Total operating expenses 235,785   152,360   776,719   694,690  
Income (loss) from operations (18,904 ) 82,996 81,838 232,562
Interest and other income 1,144 471 1,858 1,706
Interest expense (56,874 ) (53,501 ) (220,038 ) (218,680 )
Gain on extinguishment of debt 30,927
Loss on investment (6,197 )
Income tax benefit (provision) (295 ) (2,851 ) 1,551 1,933
Equity in earnings of unconsolidated affiliates 4,808 6,535 14,677 22,939
Gain on sales of real estate assets 3,003   6,888   19,001   93,792  
Net income (loss) (67,118 ) 40,538 (101,113 ) 158,982
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership 10,710 (3,950 ) 19,688 (12,652 )
Other consolidated subsidiaries 604   (124 ) 973   (25,390 )
Net income (loss) attributable to the Company (55,804 ) 36,464 (80,452 ) 120,940
Preferred dividends (11,223 ) (11,223 ) (44,892 ) (44,892 )
Net income (loss) attributable to common shareholders $ (67,027 ) $ 25,241   $ (125,344 ) $ 76,048  
 
Basic and diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders $ (0.39 ) $ 0.15 $ (0.73 ) $ 0.44
Weighted-average common shares outstanding 172,665 171,098 172,486 171,070
 
Dividends declared per common share $ 0.075 $ 0.200 $ 0.675 $ 0.995
 
   

The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
Net income (loss) attributable to common shareholders $ (67,027 ) $ 25,241 $ (125,344 ) $ 76,048
Noncontrolling interest in income (loss) of Operating Partnership (10,710 ) 3,950 (19,688 ) 12,652
Depreciation and amortization expense of:
Consolidated properties 68,140 73,629 285,401 299,090
Unconsolidated affiliates 10,681 9,591 41,858 38,124
Non-real estate assets (913 ) (936 ) (3,661 ) (3,526 )
Noncontrolling interests' share of depreciation and amortization (2,177 ) (2,186 ) (8,601 ) (8,977 )
Loss on impairment, net of taxes 91,657 176,300 70,185
Loss on impairment of unconsolidated affiliates 1,022
Gain on depreciable property, net of taxes and noncontrolling interests' share (1,941 ) (222 ) (7,484 ) (48,983 )
FFO allocable to Operating Partnership common unitholders 87,710 109,067 339,803 434,613
Litigation expenses (1) 34 103
Nonrecurring professional fees reimbursement (1) (919 )
Loss on investment (2) 6,197
Non-cash default interest expense (3) 1,669 921 5,285 5,319
Impact of new tax law on income tax expense 2,309 2,309

Gain on extinguishment of debt, net of noncontrolling interests' share (4)

      (33,902 )

FFO allocable to Operating Partnership common unitholders, as adjusted

$ 89,379   $ 112,331   $ 345,088   $ 413,720  
 
FFO per diluted share $ 0.44   $ 0.55   $ 1.70   $ 2.18  
 
FFO, as adjusted, per diluted share $ 0.45   $ 0.56   $ 1.73   $ 2.08  
 
Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 199,430 199,314 199,580 199,322
 

(1)

Litigation expenses are included in general and administrative expense in the consolidated statements of operations. Nonrecurring professional fees reimbursement is included in interest and other income in the consolidated statements of operations.

 

(2)

The year ended December 31, 2017 includes a loss on investment related to the write down of our 25% interest in River Ridge Mall based on the contract price to sell such interest to our joint venture partner. The sale closed in August 2017.

 

(3)

The three months and year ended December 31, 2018 includes non-cash default interest expense related to Acadiana Mall, Cary Town Center and Triangle Town Center. The three months and year ended December 31, 2017 includes default interest expense related to Acadiana Mall. The year ended December 31, 2017 also includes default interest expense related to Chesterfield Mall, Midland Mall and Wausau Center.

 

(4)

The year ended December 31, 2017 includes a $6,851 gain on extinguishment of debt related to the non-recourse loan secured by Wausau Center, which was conveyed to the lender in the third quarter of 2017, which was partially offset by a loss on extinguishment of debt related to a prepayment fee of $371 related to the early retirement of a mortgage loan, a gain on extinguishment of debt related to the non-recourse loan secured by Chesterfield Mall, which was conveyed to the lender in the second quarter of 2017, a loss on extinguishment of debt related to a prepayment fee on the early retirement of the loans secured by The Outlet Shoppes at Oklahoma City, which was sold in the second quarter of 2017, and a gain on extinguishment of debt related to the non-recourse loan secured by Midland Mall, which was conveyed to the lender in the first quarter of 2017.

 
     

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

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
Diluted EPS attributable to common shareholders $ (0.39 ) $ 0.15 $ (0.73 ) $ 0.44
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 1.58 1.64
Loss on impairment, net of taxes 0.46 0.89 0.35
Gain on depreciable property, net of taxes and noncontrolling interests' share (0.01 )   (0.04 ) (0.25 )
FFO per diluted share $ 0.44   $ 0.55   $ 1.70   $ 2.18  
 
   

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
FFO allocable to Operating Partnership common unitholders $ 87,710 $ 109,067 $ 339,803 $ 434,613
Percentage allocable to common shareholders (1) 86.58 % 85.84 % 86.42 % 85.83 %
FFO allocable to common shareholders $ 75,939   $ 93,623   $ 293,658   $ 373,028  
 

FFO allocable to Operating Partnership common unitholders, as adjusted

$ 89,379 $ 112,331 $ 345,088 $ 413,720
Percentage allocable to common shareholders (1) 86.58 % 85.84 % 86.42 % 85.83 %
FFO allocable to common shareholders, as adjusted $ 77,384   $ 96,425   $ 298,225   $ 355,096  
 

(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 16.

 
 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018 2017
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees $ 317 $ 2,042 $ 10,105 $ 4,036
Lease termination fees per share $ $ 0.01 $ 0.05 $ 0.02
 
Straight-line rental income $ (1,108 ) $ (197 ) $ (5,031 ) $ 31
Straight-line rental income per share $ (0.01 ) $ $ (0.03 ) $
 
Gains on outparcel sales $ 1,679 $ 6,678 $ 13,138 $ 18,374
Gains on outparcel sales per share $ 0.01 $ 0.03 $ 0.07 $ 0.09
 
Net amortization of acquired above- and below-market leases $ 662 $ 903 $ 1,644 $ 4,365
Net amortization of acquired above- and below-market leases per share $ $ $ 0.01 $ 0.02
 
Net amortization of debt (premiums) discounts $ 316 $ 140 $ 1,043 $ (632 )
Net amortization of debt (premiums) discounts per share $ $ $ 0.01 $
 
Income tax benefit (provision) prior to impact of 2017 tax law $ (295 ) $ (542 ) $ 1,551 $ 4,242
Income tax benefit (provision) prior to impact of 2017 tax law per share $ $ $ 0.01 $ 0.02
 
Impact of new tax law on income tax expense $ $ (2,309 ) $ $ (2,309 )
Impact of new tax law on income tax expense per share $ $ (0.01 ) $ $ (0.01 )
 
Abandoned projects expense $ (410 ) $ (29 ) $ (787 ) $ (5,180 )
Abandoned projects expense per share $ $ $ $ (0.03 )
 
Gain on extinguishment of debt, net of noncontrolling interests' share $ $ $ $ 33,902
Gain on extinguishment of debt, net of noncontrolling interests' share, per share $ $ $ $ 0.17
 
Non cash default interest expense $ (1,669 ) $ (921 ) $ (5,285 ) $ (5,319 )
Non cash default interest expense per share $ (0.01 ) $ $ (0.03 ) $ (0.03 )
 
Loss on investment $ $ $ $ (6,197 )
Loss on investment per share $ $ $ $ (0.03 )
 
Interest capitalized $ 919 $ 554 $ 3,655 $ 2,230
Interest capitalized per share $ $ $ 0.02 $ 0.01
 
Litigation expenses $ $ (34 ) $ $ (103 )
Litigation expenses per share $ $ $ $
 
Nonrecurring professional fees reimbursement $ $ $ $ 919
Nonrecurring professional fees reimbursement per share $ $ $ $
 
 
  As of December 31,
2018   2017
Straight-line rent receivable $ 55,902 $ 61,506
   
   
Same-center Net Operating Income

(Dollars in Thousands)

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
Net income (loss) $ (67,118 ) $ 40,538 $ (101,113 ) $ 158,982
 
Adjustments:
Depreciation and amortization 68,140 73,629 285,401 299,090
Depreciation and amortization from unconsolidated affiliates 10,681 9,591 41,858 38,124

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

(2,177 ) (2,186 ) (8,601 ) (8,977 )
Interest expense 56,874 53,501 220,038 218,680
Interest expense from unconsolidated affiliates 6,754 6,268 25,603 25,083

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

(1,837 ) (1,902 ) (7,749 ) (7,062 )
Abandoned projects expense 410 29 787 5,180
Gain on sales of real estate assets (3,003 ) (6,888 ) (19,001 ) (93,792 )

Gain on sales of real estate assets of unconsolidated affiliates

(1,043 ) (12 ) (1,607 ) (201 )
Noncontrolling interests' share of gain on sales of real estate assets in other consolidated subsidiaries 26,639
Loss on investment 6,197
Gain on extinguishment of debt (30,927 )
Noncontrolling interests' share of loss on extinguishment of debt in other consolidated subsidiaries (2,975 )
Loss on impairment 91,769 176,413 71,401
Income tax (benefit) provision 295 2,851 (1,551 ) (1,933 )
Lease termination fees (317 ) (2,042 ) (10,105 ) (4,036 )

Straight-line rent and above- and below-market lease amortization

446 (711 ) 3,387 (4,396 )

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

604 (124 ) 973 (25,390 )
General and administrative expenses 13,661 13,064 61,506 58,466
Management fees and non-property level revenues (4,501 ) (4,046 ) (14,143 ) (14,115 )
Operating Partnership's share of property NOI 169,638 181,560 652,096 714,038
Non-comparable NOI (5,367 ) (9,750 ) (26,582 ) (48,420 )
Total same-center NOI (1) $ 164,271   $ 171,810   $ 625,514   $ 665,618  
Total same-center NOI percentage change (4.4 )% (6.0 )%
 
   
Same-center Net Operating Income

(Continued)

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
Malls $ 148,862 $ 155,970 $ 564,855 $ 602,394
Associated centers 8,337 8,282 32,566 33,173
Community centers 5,616 5,609 21,918 22,618
Offices and other 1,456   1,949   6,175   7,433
Total same-center NOI (1) $ 164,271   $ 171,810   $ 625,514   $ 665,618
 
Percentage Change:
Malls (4.6 )% (6.2 )%
Associated centers 0.7 % (1.8 )%
Community centers 0.1 % (3.1 )%
Offices and other (25.3 )% (16.9 )%
Total same-center NOI (1) (4.4 )% (6.0 )%
 

(1)

CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of December 31, 2018, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending December 31, 2018. New properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are properties which are 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.

 
 
Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

 
As of December 31, 2018
Fixed Rate   Variable
Rate
  Total per
Debt
Schedule
  Unamortized
Deferred
Financing
Costs
  Total
Consolidated debt $ 3,147,108 $ 955,751 $ 4,102,859

(1)

$ (15,963 ) $ 4,086,896
Noncontrolling interests' share of consolidated debt (94,361 ) (94,361 ) 804 (93,557 )
Company's share of unconsolidated affiliates' debt 550,673   99,904   650,577   (2,687 ) 647,890  
Company's share of consolidated and unconsolidated debt $ 3,603,420   $ 1,055,655   $ 4,659,075   $ (17,846 ) $ 4,641,229  
Weighted average interest rate 5.16 % 4.28 % 4.96 %
 
As of December 31, 2017
Fixed Rate Variable
Rate
Total per
Debt
Schedule
  Unamortized
Deferred
Financing
Costs
Total
Consolidated debt $ 3,158,973 $ 1,090,810 $ 4,249,783 $ (18,938 ) $ 4,230,845
Noncontrolling interests' share of consolidated debt (77,155 ) (5,418 ) (82,573 ) 687 (81,886 )
Company's share of unconsolidated affiliates' debt 532,766   64,455   597,221   (2,441 ) 594,780  
Company's share of consolidated and unconsolidated debt $ 3,614,584   $ 1,149,847   $ 4,764,431   $ (20,692 ) $ 4,743,739  
Weighted average interest rate 5.19 % 2.93 % 4.65 %
 

(1)

Includes $43,716 of debt related to Cary Town Center that is classified in liabilities related to assets held for sale in the consolidated balance sheet as of December 31, 2018. The mall was sold in January 2019.

 
     
Debt-To-Total-Market Capitalization Ratio as of December 31, 2018

(In thousands, except stock price)

 
Shares

Outstanding

Stock Price (1) Value
Common stock and Operating Partnership units 199,415 $ 1.92 $ 382,877
7.375% Series D Cumulative Redeemable Preferred Stock 1,815 250.00 453,750
6.625% Series E Cumulative Redeemable Preferred Stock 690 250.00 172,500  
Total market equity 1,009,127
Company's share of total debt, excluding unamortized deferred financing costs 4,659,075  
Total market capitalization $ 5,668,202  
Debt-to-total-market capitalization ratio 82.2 %
 

(1)

Stock price for common stock and Operating Partnership units equals the closing price of the common stock on December 31, 2018. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

 
   
Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)

 
Three Months Ended
December 31,
Year Ended
December 31,
2018: Basic   Diluted Basic   Diluted
Weighted average shares - EPS 172,665 172,665 172,486 172,486
Weighted average Operating Partnership units 26,765   26,765   27,094   27,094
Weighted average shares - FFO 199,430   199,430   199,580   199,580
 
2017:
Weighted average shares - EPS 171,098 171,098 171,070 171,070
Weighted average Operating Partnership units 28,216   28,216   28,252   28,252
Weighted average shares - FFO 199,314   199,314   199,322   199,322
 
   

Dividend Payout Ratio

 
Three Months Ended
December 31,
Year Ended
December 31,
2018   2017 2018   2017
Weighted average cash dividend per share $ 0.08590 $ 0.20888 $ 0.71251 $ 1.02731
FFO as adjusted, per diluted fully converted share $ 0.45   $ 0.56   $ 1.73   $ 2.08  
Dividend payout ratio 19.1 % 37.3 % 41.2 % 49.4 %
 
 
Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

As of December 31,
2018   2017
ASSETS
Real estate assets:
Land $ 793,944 $ 813,390
Buildings and improvements 6,413,003   6,723,194  
7,206,947 7,536,584
Accumulated depreciation (2,493,082 ) (2,465,095 )
4,713,865 5,071,489
Held for sale 30,971
Developments in progress 38,807   85,346  
Net investment in real estate assets 4,783,643 5,156,835
Cash and cash equivalents 25,138 32,627
Receivables:

Tenant, net of allowance for doubtful accounts of $2,337 and $2,011 in 2018 and 2017, respectively

77,788 83,552
Other, net of allowance for doubtful accounts of $838 in 2017 7,511 7,570
Mortgage and other notes receivable 7,672 8,945
Investments in unconsolidated affiliates 283,553 249,192
Intangible lease assets and other assets 153,665   166,087  
$ 5,338,970   $ 5,704,808  
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net $ 4,043,180 $ 4,230,845
Accounts payable and accrued liabilities 218,217 228,650
Liabilities related to assets held for sale 43,716    
Total liabilities 4,305,113   4,459,495  
Commitments and contingencies
Redeemable noncontrolling interests 3,575   8,835  
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:

7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding

18 18

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

7 7

Common stock, $.01 par value, 350,000,000 shares authorized, 172,656,458 and 171,088,778 issued and outstanding in 2018 and 2017, respectively

1,727 1,711
Additional paid-in capital 1,968,280 1,974,537
Dividends in excess of cumulative earnings (1,007,778 ) (836,269 )
Total shareholders' equity 962,254 1,140,004
Noncontrolling interests 68,028   96,474  
Total equity 1,030,282   1,236,478  
$ 5,338,970   $ 5,704,808  

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

Source: CBL & Associates Properties, Inc.