Press Release

CBL Properties Reports Results for Second Quarter 2019

Company Release - 7/31/2019 4:15 PM ET

Improved Operating Metrics; Full-Year Same-Center NOI Guidance Range Maintained

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL Properties (NYSE:CBL) announced results for the second quarter ended June 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
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

%

 

2019

 

2018

 

%

Net loss attributable to common shareholders per diluted share

$

(0.20

)

 

$

(0.20

)

 

%

 

$

(0.49

)

 

$

(0.26

)

 

(88.5

)%

Funds from Operations ("FFO") per diluted share

$

0.34

 

 

$

0.46

 

 

(26.1

)%

 

$

0.56

 

 

$

0.88

 

 

(36.4

)%

FFO, as adjusted, per diluted share (1)

$

0.34

 

 

$

0.46

 

 

(26.1

)%

 

$

0.64

 

 

$

0.88

 

 

(27.3

)%

 

(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 second quarter improved 4.1%. For the twelve-months ended June 30, 2019, same-center sales increased 0.8% to $381 per square foot compared with the prior-year period.
  • FFO per diluted share, as adjusted, was $0.34 for the second quarter 2019, compared with $0.46 per share for the second quarter 2018. Second quarter 2019 FFO per share was impacted by higher general and administrative expense due to $0.01 per share related to litigation, $0.02 per share of lower outparcel sales, $0.02 per share of dilution from asset sales completed since the prior-year period and $0.05 per share of lower property NOI.
  • Total Portfolio Same-center NOI declined 5.7% for the three months and declined 5.3% for the six months ended June 30, 2019, as compared with the prior-year periods.
  • Portfolio occupancy declined 90 basis points to 90.2% as of June 30, 2019, compared with 91.1% as of June 30, 2018. Same-center mall occupancy was 88.1% as of June 30, 2019, a 130 basis point decline compared with 89.4% as of June 30, 2018.
  • Year-to-date, CBL has completed or announced gross asset sales totaling $147.9 million (details herein).
  • Significant progress on its anchor redevelopment program, including two dozen former anchor spaces committed, under construction or with replacements already open.

"We are pleased to see improved performance this quarter in several key areas across our portfolio. Our second quarter results were in-line with expectations with adjusted FFO per share of $0.34 and same-center NOI declining 5.7%," commented Stephen Lebovitz, chief executive officer. "Lease spreads showed a nice improvement and same-center sales increased over 4% during the second quarter. With our operating metrics on-track, we are reiterating our annual guidance for same-center NOI. At the same time, we are updating FFO per share guidance for the year primarily to incorporate dilution from recent sales transactions, which we exclude from guidance until announced, as well as lower projected gains on outparcel sales.

"The progress we have made on our redevelopment program is energizing our market-dominant properties and our company. As we have said, we have over 20 replacements committed, under construction or open for the 40 closed anchors in our portfolio and are making additional progress every day. The new tenants we are adding, including restaurants, entertainment, service, value and non-retail uses such as medical, office, hotels and residential, drives additional traffic, sales and NOI.

"Our free cash flow of over $200 million is the primary source for funding these redevelopments. Disciplined capital allocation remains a priority, and we are stretching our dollars through joint ventures and ground leases. We have also had strong results year-to-date from our disposition program, with over $145 million of transactions announced or closed year-to-date. We have no major unsecured maturities until December 2023, and the refinancings closed earlier this year have extended our debt maturity profile, providing significant runway to execute our strategy to stabilize and transform our properties.”

Net loss attributable to common shareholders for the second quarter 2019 was $35.4 million, or a loss of $0.20 per diluted share, compared with a net loss of $35.0 million, or a loss of $0.20 per diluted share, for the second quarter 2018. Net loss for the second quarter 2019 was impacted by a $33.3 million loss on impairment of real estate to write down the carrying value of Eastgate Mall to the property's estimated fair value. The impairment was primarily a result of declines in projected future cash flows.

FFO allocable to common shareholders, as adjusted, for the second quarter 2019 was $59.4 million, or $0.34 per diluted share, compared with $80.2 million, or $0.46 per diluted share, for the second quarter 2018. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the second quarter 2019 was $68.5 million compared with $92.8 million for the second quarter 2018.

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

 

 

Three Months Ended
June 30, 2019

 

Six Months Ended
June 30, 2019

Portfolio same-center NOI

 

(5.7)%

 

(5.3)%

Mall same-center NOI

 

(6.9)%

 

(6.1)%

 

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

Major variances impacting same-center NOI for the quarter ended June 30, 2019, include:

  • Same-center NOI declined $8.7 million, due to an $11.5 million decrease in revenues offset by a $2.8 million decline in operating expenses.
  • Rental revenues declined $15.4 million, including a $7.9 million decline in tenant reimbursements and real estate tax reimbursements and an $8.3 million decline in minimum and other rents. Percentage rents increased $0.8 million.
  • Property operating expenses declined $1.8 million compared with the prior year. Maintenance and repair expenses increased $0.1 million. Real estate tax expenses declined $1.1 million.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

 

 

As of June 30,

 

 

2019

 

2018

Portfolio occupancy

 

90.2%

 

91.1%

Mall portfolio

 

88.1%

 

89.2%

Same-center malls

 

88.1%

 

89.4%

Stabilized malls

 

88.3%

 

89.5%

Non-stabilized malls (2)

 

78.0%

 

71.9%

Associated centers

 

96.3%

 

97.9%

Community centers

 

97.6%

 

96.9%

 

(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
June 30, 2019

 

Six Months
Ended
June 30, 2019

Stabilized Malls

(3.8

)%

 

(7.1

)%

New leases

(1.4

)%

 

4.6

%

Renewal leases

(4.2

)%

 

(9.0

)%

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

 

Twelve Months Ended June 30,

 

 

 

2019

 

2018

 

% Change

Stabilized mall same-center sales per square foot

$

381

 

 

$

378

 

 

0.8%

Stabilized mall sales per square foot

$

381

 

 

$

376

 

 

1.3%

DISPOSITIONS

Year-to-date, CBL has closed on $120.2 million in asset sales, including the sale of a community center, an office building and a hotel.

In June, CBL completed the sale of the Courtyard by Marriott at Pearland Town Center in Pearland, TX, for $15.1 million, cash.

In July, CBL sold an office building in Chesapeake, VA, for $10.5 million. CBL also completed the sale in July of The Forum at Grandview, a 215,000-square-foot community center located in Madison, MS, for $31.75 million, cash.

CBL has entered into an agreement with its existing joint venture partner, Horizon Group Properties ("Horizon"), whereby Horizon will purchase a 25% interest in The Outlet Shoppes at El Paso for cash of $9.2 million and the assumption of 25% interest in the existing loan (representing approximately $18.5 million as of August 2019). Following the completion of the sale, CBL and Horizon will each own a 50% interest, and Horizon will continue to lease and manage the asset. CBL anticipates closing on the transaction in August.

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

$

14.2

 

Total Closed Year-to-Date

 

 

$

120.2

 

25% interest in The Outlet Shoppes at El Paso (2)

El Paso, TX

Pending

$

27.7

 

Total

 

 

$

147.9

 

 

(1) 100% of sale proceeds utilized to retire existing secured loans.

(2) Gross amount shown above is comprised of $9.2 million in equity and 25% interest in loan balance at closing of $18.5 million assuming closing occurs in August. Actual gross proceeds may vary with the timing of the close.

FINANCING ACTIVITY

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

In July, the foreclosure of Triangle Town Center was completed and the related debt was extinguished.

ANCHOR REPLACEMENT PROGRESS

Anchor replacements recently opened or pending include (complete list and additional information can be found in the financial supplement):

Property

Prior Tenant

 

New Tenant(s)

Status

Cherryvale Mall

Bergner's

 

Choice Home Center

Open

Eastland Mall

JCPenney

 

H&M, Planet Fitness

Open

Jefferson Mall

Macy's

 

Round1

Open

Northwoods Mall

Sears

 

Burlington

Open

Kentucky Oaks Mall

Sears

 

Burlington, Ross Dress for Less

Open

West Towne

Sears

 

Dave & Busters, Total Wine

Open

Hanes Mall

Shops

 

Dave & Busters

Open

Parkdale Mall

Macy's

 

Dick's, Five Below, HomeGoods

Open

Brookfield Square

Sears

 

Marcus Theaters, Whirlyball

Opening fall 2019

Laurel Park Place

Carson's

 

Dunham's Sports

Under construction - Opening Q4 '19

Meridian Mall

Younkers

 

High Caliber Karts

Under construction - Opening Q4 '19

Dakota Square

Herberger's

 

Ross Dress for Less

Under construction - Opening Q4 '19

Stroud Mall

Boston

 

Shoprite

Under construction - Opening Q4 '19

Kentucky Oaks Mall

Elder Beerman

 

HomeGoods

Under construction - Opening Q4 '19

Hamilton Place

Sears

 

Dick's Sporting Goods, Dave & Busters, ALoft Hotel, office

Under Construction - Opening 2020

Cherryvale Mall

Sears

 

Tilt

Under construction - Opening Q1/Q2 '20

Imperial Valley

Sears

 

Hobby Lobby

Construction in 2019

Westmoreland Mall

BonTon

 

Stadium Live! Casino

Construction in 2019

Stroud Mall

Sears

 

To be Announced Furniture Store

Construction in 2019

York Galleria

Sears

 

Penn National Casino

Construction in 2019

Richland Mall

Sears

 

Dillard's

Opening Est. 2020

South County Center

Sears

 

Round1

Opening TBD

Hanes Mall

Sears

 

Novant Health

Opening TBD

West Towne Mall

Sears

 

To be Announced Retailer

Opening TBD

OUTLOOK AND GUIDANCE

CBL is updating FFO, as adjusted, per share guidance to incorporate $0.04 per share dilution from dispositions completed and announced, $0.06 per share lower anticipated gains on outparcel sales and $0.01 per share of higher anticipated general and administrative expense related to ongoing litigation. CBL has reduced its projection for outparcel sales gains in part due to a shift in expectation to more ground leased outparcels versus sales as well as the shift in timing of certain sales to 2020. CBL now anticipates achieving 2019 FFO, as adjusted, in the range of $1.30 - $1.35 per diluted share. Guidance incorporates a reserve in the range of $5.0 - $15.0 million (the "Reserve") for potential future unbudgeted loss in rent from tenant bankruptcies, store closures or lease modifications that may occur in 2019. Based on bankruptcy and leasing activity year-to-date, including the impact of any co-tenancy, CBL currently expects to utilize approximately $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

$

(0.60

)

 

$

(0.55

)

Adjust to fully converted shares from common shares

0.08

 

 

0.08

 

Expected earnings per diluted, fully converted common share

(0.52

)

 

(0.47

)

Add: depreciation and amortization

1.51

 

 

1.51

 

Less: gain on depreciable property

(0.02

)

 

(0.02

)

Add: loss on impairment

0.33

 

 

0.33

 

Add: noncontrolling interest in loss of Operating Partnership

(0.08

)

 

(0.08

)

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

$

1.22

 

 

$

1.27

 

Add: Litigation settlement

0.44

 

 

0.44

 

Adjustment for certain significant items

(0.36

)

 

(0.36

)

Expected adjusted FFO per diluted, fully converted common share

$

1.30

 

 

$

1.35

 

INVESTOR CONFERENCE CALL AND WEBCAST

CBL Properties will host a conference call on Thursday, August 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, 9046905. A replay of the conference call will be available through August 8, 2019, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number, 10131564.

The Company will also provide an online webcast and rebroadcast of its second quarter 2019 earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, August 1, 2019, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call.

To receive the CBL Properties second quarter earnings release and supplemental information, please visit the Invest section of our website at cblproperties.com.

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 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.

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 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.

CBL & Associates Properties, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

2019

 

2018

REVENUES (1):

 

 

 

 

 

 

 

Rental revenues

$

185,393

 

 

$

207,568

 

 

$

376,373

 

 

$

420,297

 

Management, development and leasing fees

2,586

 

 

2,643

 

 

5,109

 

 

5,364

 

Other

5,398

 

 

4,387

 

 

9,925

 

 

9,137

 

Total revenues

193,377

 

 

214,598

 

 

391,407

 

 

434,798

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

Property operating

(26,532

)

 

(29,527

)

 

(55,512

)

 

(62,353

)

Depreciation and amortization

(64,478

)

 

(73,566

)

 

(134,270

)

 

(145,316

)

Real estate taxes

(19,148

)

 

(20,456

)

 

(39,067

)

 

(42,304

)

Maintenance and repairs

(11,298

)

 

(12,059

)

 

(24,074

)

 

(25,238

)

General and administrative

(14,427

)

 

(13,490

)

 

(36,434

)

 

(31,794

)

Loss on impairment

(41,608

)

 

(51,983

)

 

(66,433

)

 

(70,044

)

Litigation settlement

 

 

 

 

(88,150

)

 

 

Other

(34

)

 

(245

)

 

(34

)

 

(339

)

Total operating expenses

(177,525

)

 

(201,326

)

 

(443,974

)

 

(377,388

)

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

Interest and other income

356

 

 

218

 

 

845

 

 

431

 

Interest expense

(52,482

)

 

(54,203

)

 

(106,480

)

 

(107,970

)

Gain on extinguishment of debt

 

 

 

 

71,722

 

 

 

Gain on investments

 

 

387

 

 

 

 

387

 

Gain on sales of real estate assets

5,527

 

 

3,747

 

 

5,755

 

 

8,118

 

Income tax benefit (provision)

(813

)

 

2,235

 

 

(952

)

 

2,880

 

Equity in earnings of unconsolidated affiliates

1,872

 

 

4,368

 

 

5,180

 

 

8,107

 

Total other expenses

(45,540

)

 

(43,248

)

 

(23,930

)

 

(88,047

)

Net loss

(29,688

)

 

(29,976

)

 

(76,497

)

 

(30,637

)

Net loss attributable to noncontrolling interests in:

 

 

 

 

 

 

 

Operating Partnership

5,454

 

 

5,685

 

 

13,212

 

 

7,350

 

Other consolidated subsidiaries

57

 

 

494

 

 

132

 

 

393

 

Net loss attributable to the Company

(24,177

)

 

(23,797

)

 

(63,153

)

 

(22,894

)

Preferred dividends

(11,223

)

 

(11,223

)

 

(22,446

)

 

(22,446

)

Net loss attributable to common shareholders

$

(35,400

)

 

$

(35,020

)

 

$

(85,599

)

 

$

(45,340

)

 

 

 

 

 

 

 

 

Basic and diluted per share data attributable to common shareholders:

 

 

 

 

 

 

 

Net loss attributable to common shareholders

$

(0.20

)

 

$

(0.20

)

 

$

(0.49

)

 

$

(0.26

)

Weighted-average common and potential dilutive common shares outstanding

173,473

 

 

172,662

 

 

173,363

 

 

172,304

 

 

 

 

 

 

 

 

 

(1) See "Adoption of New Lease Accounting Standard" on page 7 for further information on the presentation of rental revenues in accordance with the new standard adopted effective January 1, 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
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

2019

 

2018

Net loss attributable to common shareholders

$

(35,400

)

 

$

(35,020

)

 

$

(85,599

)

 

$

(45,340

)

Noncontrolling interest in loss of Operating Partnership

(5,454

)

 

(5,685

)

 

(13,212

)

 

(7,350

)

Depreciation and amortization expense of:

 

 

 

 

 

 

 

Consolidated properties

64,478

 

 

73,566

 

 

134,270

 

 

145,316

 

Unconsolidated affiliates

11,462

 

 

10,338

 

 

22,128

 

 

20,739

 

Non-real estate assets

(902

)

 

(917

)

 

(1,799

)

 

(1,838

)

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

(2,648

)

 

(2,122

)

 

(4,805

)

 

(4,288

)

Loss on impairment

41,608

 

 

51,983

 

 

66,433

 

 

70,044

 

Gain on depreciable property, net of taxes

(4,599

)

 

 

 

(4,841

)

 

(2,236

)

FFO allocable to Operating Partnership common unitholders

68,545

 

 

92,143

 

 

112,575

 

 

175,047

 

Litigation settlement, net of taxes (1)

 

 

 

 

87,667

 

 

 

Gain on investments, net of taxes (2)

 

 

(287

)

 

 

 

(287

)

Non-cash default interest expense (3)

 

 

916

 

 

542

 

 

1,832

 

Gain on extinguishment of debt (4)

 

 

 

 

(71,722

)

 

 

FFO allocable to Operating Partnership common unitholders, as adjusted

$

68,545

 

 

$

92,772

 

 

$

129,062

 

 

$

176,592

 

 

 

 

 

 

 

 

 

FFO per diluted share

$

0.34

 

 

$

0.46

 

 

$

0.56

 

 

$

0.88

 

 

 

 

 

 

 

 

 

FFO, as adjusted, per diluted share

$

0.34

 

 

$

0.46

 

 

$

0.64

 

 

$

0.88

 

 

 

 

 

 

 

 

 

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

200,231

 

 

199,767

 

 

200,122

 

 

199,731

 

 

 

 

 

 

 

 

 

(1) The six months ended June 30, 2019 is comprised of the accrued maximum expense related to the proposed settlement of a class action lawsuit.

(2) The three months and six months ended June 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 six months ended June 30, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. The three months and six months ended June 30, 2018 includes default interest expense related to Acadiana Mall.

(4) The six months ended June 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.

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

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

2019

 

2018

Diluted EPS attributable to common shareholders

$

(0.20

)

 

$

(0.20

)

 

$

(0.49

)

 

$

(0.26

)

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

0.36

 

 

0.40

 

 

0.75

 

 

0.80

 

Loss on impairment

0.20

 

 

0.26

 

 

0.32

 

 

0.35

 

Gain on depreciable property, net of taxes

(0.02

)

 

 

 

(0.02

)

 

(0.01

)

FFO per diluted share

$

0.34

 

 

$

0.46

 

 

$

0.56

 

 

$

0.88

 

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
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

2019

 

2018

FFO allocable to Operating Partnership common unitholders

$

68,545

 

 

$

92,143

 

 

$

112,575

 

 

$

175,047

 

Percentage allocable to common shareholders (1)

86.64

%

 

86.43

%

 

86.63

%

 

86.27

%

FFO allocable to common shareholders

$

59,387

 

 

$

79,639

 

 

$

97,524

 

 

$

151,013

 

 

 

 

 

 

 

 

 

FFO allocable to Operating Partnership common unitholders, as adjusted

$

68,545

 

 

$

92,772

 

 

$

129,062

 

 

$

176,592

 

Percentage allocable to common shareholders (1)

86.64

%

 

86.43

%

 

86.63

%

 

86.27

%

FFO allocable to common shareholders, as adjusted

$

59,387

 

 

$

80,183

 

 

$

111,806

 

 

$

152,346

 

 

 

 

 

 

 

 

 

(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.

SUPPLEMENTAL FFO INFORMATION:

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

2019

 

2018

Lease termination fees

$

1,073

 

 

$

2,744

 

 

$

2,090

 

 

$

9,005

 

Lease termination fees per share

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

$

0.05

 

 

 

 

 

 

 

 

 

Straight-line rental income

$

717

 

 

$

(725

)

 

$

954

 

 

$

(4,358

)

Straight-line rental income per share

$

 

 

$

 

 

$

 

 

$

(0.02

)

 

 

 

 

 

 

 

 

Gains on outparcel sales, net of taxes

$

315

 

 

$

4,338

 

 

$

933

 

 

$

6,485

 

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

$

 

 

$

0.02

 

 

$

 

 

$

0.03

 

 

 

 

 

 

 

 

 

Net amortization of acquired above- and below-market leases

$

691

 

 

$

1,387

 

 

$

1,499

 

 

$

2,192

 

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

$

 

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

 

 

 

 

 

 

 

Net amortization of debt premiums and discounts

$

325

 

 

$

306

 

 

$

649

 

 

$

413

 

Net amortization of debt premiums and discounts per share

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Income tax benefit (provision)

$

(813

)

 

$

2,235

 

 

$

(952

)

 

$

2,880

 

Income tax benefit (provision) per share

$

 

 

$

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

 

 

$

 

 

$

287

 

Gain on investments, net of taxes per share

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Non-cash default interest expense

$

 

 

$

(916

)

 

$

(542

)

 

$

(1,832

)

Non-cash default interest expense per share

$

 

 

$

 

 

$

 

 

$

(0.01

)

 

 

 

 

 

 

 

 

Abandoned projects expense

$

(34

)

 

$

(245

)

 

$

(34

)

 

$

(339

)

Abandoned projects expense per share

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Interest capitalized

$

619

 

 

$

951

 

 

$

1,182

 

 

$

1,538

 

Interest capitalized per share

$

 

 

$

 

 

$

0.01

 

 

$

0.01

 

 

 

 

 

 

 

 

 

Litigation settlement, net of taxes

$

 

 

$

 

 

$

(87,667

)

 

$

 

Litigation settlement, net of taxes per share

$

 

 

$

 

 

$

(0.44

)

 

$

 

 

 

As of June 30,

 

2019

 

2018

Straight-line rent receivable

$

54,494

 

 

$

57,402

 

Same-center Net Operating Income

(Dollars in thousands)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

2019

 

2018

 

2019

 

2018

Net loss

$

(29,688

)

 

$

(29,976

)

 

$

(76,497

)

 

$

(30,637

)

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

Depreciation and amortization

64,478

 

 

73,566

 

 

134,270

 

 

145,316

 

Depreciation and amortization from unconsolidated affiliates

11,462

 

 

10,338

 

 

22,128

 

 

20,739

 

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

(2,648

)

 

(2,122

)

 

(4,805

)

 

(4,288

)

Interest expense

52,482

 

 

54,203

 

 

106,480

 

 

107,970

 

Interest expense from unconsolidated affiliates

6,586

 

 

6,344

 

 

13,156

 

 

12,298

 

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

(1,717

)

 

(2,186

)

 

(3,483

)

 

(4,037

)

Abandoned projects expense

34

 

 

245

 

 

34

 

 

339

 

Gain on sales of real estate assets

(5,527

)

 

(3,747

)

 

(5,755

)

 

(8,118

)

(Gain) loss on sales of real estate assets of unconsolidated affiliates

3

 

 

(592

)

 

(627

)

 

(592

)

Gain on investment

 

 

(387

)

 

 

 

(387

)

Gain on extinguishment of debt

 

 

 

 

(71,722

)

 

 

Loss on impairment

41,608

 

 

51,983

 

 

66,433

 

 

70,044

 

Litigation settlement

 

 

 

 

88,150

 

 

 

Income tax (benefit) provision

813

 

 

(2,235

)

 

952

 

 

(2,880

)

Lease termination fees

(1,073

)

 

(2,744

)

 

(2,090

)

 

(9,005

)

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

(1,408

)

 

(662

)

 

(2,453

)

 

2,166

 

Net loss attributable to noncontrolling interests in other consolidated subsidiaries

57

 

 

494

 

 

132

 

 

393

 

General and administrative expenses

14,427

 

 

13,490

 

 

36,434

 

 

31,794

 

Management fees and non-property level revenues

(4,118

)

 

(3,632

)

 

(6,784

)

 

(7,481

)

Operating Partnership's share of property NOI

145,771

 

 

162,380

 

 

293,953

 

 

323,634

 

Non-comparable NOI

(2,799

)

 

(10,714

)

 

(8,583

)

 

(22,205

)

Total same-center NOI (1)

$

142,972

 

 

$

151,666

 

 

$

285,370

 

 

$

301,429

 

Total same-center NOI percentage change

(5.7)%

 

 

 

(5.3

)%

 

 

Same-center Net Operating Income

(Continued)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

2017

 

2016

 

2019

 

2018

Malls

$

127,790

 

 

$

137,263

 

 

$

255,364

 

 

$

272,058

 

Associated centers

8,166

 

 

7,959

 

 

16,293

 

 

15,962

 

Community centers

5,778

 

 

5,409

 

 

11,261

 

 

10,804

 

Offices and other

1,238

 

 

1,035

 

 

2,452

 

 

2,605

 

Total same-center NOI (1)

$

142,972

 

 

$

151,666

 

 

$

285,370

 

 

$

301,429

 

 

 

 

 

 

 

 

 

Percentage Change:

 

 

 

 

 

 

 

Malls

(6.9)%

 

 

 

(6.1

)%

 

 

Associated centers

2.6%

 

 

 

2.1

%

 

 

Community centers

6.8%

 

 

 

4.2

%

 

 

Offices and other

19.6%

 

 

 

(5.9

)%

 

 

Total same-center NOI (1)

(5.7)%

 

 

 

(5.3

)%

 

 

 

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

 

Fixed Rate

 

Variable
Rate

 

Total per Debt
Schedule

 

Unamortized
Deferred
Financing Costs

 

Total

Consolidated debt

$

2,946,440

 

 

$

938,989

 

 

$

3,885,429

 

 

$

(19,490

)

 

$

3,865,939

 

Noncontrolling interests' share of consolidated debt

(93,451

)

 

 

 

(93,451

)

 

747

 

 

(92,704

)

Company's share of unconsolidated affiliates' debt

544,829

 

 

79,251

 

 

624,080

 

 

(2,360

)

 

621,720

 

Company's share of consolidated and unconsolidated debt

$

3,397,818

 

 

$

1,018,240

 

 

$

4,416,058

 

 

$

(21,103

)

 

$

4,394,955

 

Weighted-average interest rate

5.10

%

 

4.73

%

 

5.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2018

 

Fixed Rate

 

Variable
Rate

 

Total per Debt
Schedule

 

Unamortized
Deferred
Financing Costs

 

Total

Consolidated debt

$

3,099,680

 

 

$

1,089,189

 

 

$

4,188,869

 

 

$

(16,516

)

 

$

4,172,353

 

Noncontrolling interests' share of consolidated debt

(76,413

)

 

(5,387

)

 

(81,800

)

 

642

 

 

(81,158

)

Company's share of unconsolidated affiliates' debt

555,880

 

 

82,180

 

 

638,060

 

 

(2,177

)

 

635,883

 

Company's share of consolidated and unconsolidated debt

$

3,579,147

 

 

$

1,165,982

 

 

$

4,745,129

 

 

$

(18,051

)

 

$

4,727,078

 

Weighted-average interest rate

5.16

%

 

3.57

%

 

4.77

%

 

 

 

 

Total Market Capitalization as of June 30, 2019

(In thousands, except stock price)

 

 

Shares
Outstanding

 

Stock

Price (1)

 

Value

Common stock and Operating Partnership units

200,230

 

 

$

1.04

 

 

$

208,239

 

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

 

 

 

 

834,489

 

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

 

 

 

 

4,416,058

 

Total market capitalization

 

 

 

 

$

5,250,547

 

 

(1) Stock price for common stock and Operating Partnership units equals the closing price of the common stock on June 28, 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
June 30,

 

Six Months Ended
June 30,

 

Basic

 

Diluted

 

Basic

 

Diluted

2019:

 

 

 

 

 

 

 

Weighted-average shares - EPS

173,473

 

 

173,473

 

 

173,363

 

 

173,363

 

Weighted-average Operating Partnership units

26,758

 

 

26,758

 

 

26,759

 

 

26,759

 

Weighted-average shares - FFO

200,231

 

 

200,231

 

 

200,122

 

 

200,122

 

 

 

 

 

 

 

 

 

2018:

 

 

 

 

 

 

 

Weighted-average shares - EPS

172,662

 

 

172,662

 

 

172,304

 

 

172,304

 

Weighted-average Operating Partnership units

27,105

 

 

27,105

 

 

27,427

 

 

27,427

 

Weighted-average shares - FFO

199,767

 

 

199,767

 

 

199,731

 

 

199,731

 

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

 

As of

 

June 30,
2019

 

December 31,
2018

ASSETS

 

 

 

Real estate assets:

 

 

 

Land

$

756,946

 

 

$

793,944

 

Buildings and improvements

6,153,444

 

 

6,414,886

 

 

6,910,390

 

 

7,208,830

 

Accumulated depreciation

(2,477,552

)

 

(2,493,082

)

 

4,432,838

 

 

4,715,748

 

Held for sale

44,574

 

 

30,971

 

Developments in progress

47,666

 

 

38,807

 

Net investment in real estate assets

4,525,078

 

 

4,785,526

 

Cash and cash equivalents

20,483

 

 

25,138

 

Receivables:

 

 

 

Tenant, net of allowance for doubtful accounts of $2,337 in 2018

72,485

 

 

77,788

 

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

8,450

 

 

7,511

 

Mortgage and other notes receivable

6,326

 

 

7,672

 

Investments in unconsolidated affiliates

270,860

 

 

283,553

 

Intangible lease assets and other assets

144,458

 

 

153,665

 

 

$

5,048,140

 

 

$

5,340,853

 

 

 

 

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

 

 

Mortgage and other indebtedness, net

$

3,865,939

 

 

$

4,043,180

 

Accounts payable and accrued liabilities

260,265

 

 

218,217

 

Liabilities related to assets held for sale

663

 

 

43,716

 

Total liabilities

4,126,867

 

 

4,305,113

 

Commitments and contingencies

 

 

 

Redeemable noncontrolling interests

2,687

 

 

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, 173,471,893 and 172,656,458 issued and outstanding in 2019 and 2018, respectively

1,735

 

 

1,727

 

Additional paid-in capital

1,966,549

 

 

1,968,280

 

Dividends in excess of cumulative earnings

(1,104,504

)

 

(1,005,895

)

Total shareholders' equity

863,805

 

 

964,137

 

Noncontrolling interests

54,781

 

 

68,028

 

Total equity

918,586

 

 

1,032,165

 

 

$

5,048,140

 

 

$

5,340,853

 

 

Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com

Source: CBL Properties