CBL Properties Reports Results for Third Quarter 2020

Company Release - 11/17/2020

CHATTANOOGA, Tenn.--()--CBL Properties (OTCMKTS: CBLAQ) announced results for the third quarter ended September 30, 2020. 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,

 

 

 

2020

 

 

2019

 

 

%

 

 

2020

 

 

2019

 

 

%

 

Net loss attributable to common shareholders per diluted share

 

$

(0.28

)

 

$

(0.52

)

 

 

46.2

%

 

$

(1.43

)

 

$

(1.01

)

 

 

(41.6

)%

Funds from Operations ("FFO") per diluted share

 

$

0.06

 

 

$

0.45

 

 

 

(86.7

)%

 

$

0.28

 

 

$

1.01

 

 

 

(72.3

)%

FFO, as adjusted, per diluted share (1)

 

$

0.04

 

 

$

0.34

 

 

 

(88.2

)%

 

$

0.32

 

 

$

0.98

 

 

 

(67.3

)%

(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 8 of this news release.

KEY TAKEAWAYS:

  • FFO per diluted share, as adjusted, was $0.04 for the third quarter 2020, compared with $0.34 per share for the third quarter 2019. FFO per diluted share, as adjusted, was $0.32 for the nine months ended September 30, 2020, compared with $0.98 per share for the prior year period.
  • Major variances in third quarter 2020 FFO per share, as adjusted, compared with the prior year period included $0.22 per share of lower property NOI, which included $0.07 per share related to rent abatements and $0.07 per share of estimate for uncollectable revenues and write-offs for past due rents related to tenants that are in bankruptcy or struggling financially. FFO per share for the third quarter also included approximately $0.06 per share of incremental interest expense related to the accrual of the base rate or post default rate on outstanding balances on the Company’s Credit Facility.
  • Total Portfolio same-center NOI declined 30.5% for the three months ended September 30, 2020, and 23.7% for the nine months ended September 30, 2020, as compared with the prior-year periods.
  • Portfolio occupancy as of September 30, 2020, was 86.8%, representing a 130-basis point decline sequentially and a 370‑basis point decline compared with 90.5% as of September 30, 2019. Same-center mall occupancy was 85.2% as of September 30, 2020, representing a 140-basis point decline sequentially and a 380-basis point decline compared with 89.0% as of September 30, 2019. An estimated 250-basis points of the decline in total mall portfolio occupancy was due to store closures related to tenants in bankruptcy.
  • CBL’s portfolio is now fully operational with all properties open for business. CBL continues to prioritize the safety of its employees, retailers and shoppers by maintaining strict safety protocols across its portfolio. Protocols are updated as new guidance is issued by the CDC and local or state sources.
  • On November 1, 2020, CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code, in order to implement a plan to recapitalize the Company, including restructuring portions of its debt.

     

“During the third quarter, the CBL portfolio fully reopened with the majority of our tenants following suit,” said Stephen Lebovitz, Chief Executive Officer. “While traffic is still at a reduced level as compared with the prior year, we are seeing sequential improvement in a number of markets as well as a more deliberate shopper, benefiting conversion rates and sales. What has been reinforced during this time, is the strength of our locations in their markets as they continue to serve as important community centers. With extensive safety protocols in place, each of our properties is able to provide tenants, advertisers and other businesses access to a traffic stream of tens of thousands of visitors per week. As large gatherings such as sporting events, concert venues and the like have been discontinued or curtailed for the near future, no other venues can currently provide this type of access, and in a safe manner. Tenants are also exploring new innovative ways to better reach their customers, utilizing curbside, delivery, buy online pick-up in-store (BOPIS) and other services. We are working with several of our tenants to open satellite in-line and kiosk locations specifically designed to meet the increased demand for BOPIS. Our leasing team is working closely with our tenants to find additional new opportunities to expand customer reach.

“Our leasing team took a proactive approach to working with our tenants on more flexible lease terms as we all navigate the pandemic together. As a result, we were able to finalize negotiations for rent deferrals or other accommodations for a majority of our top tenants. We’ve experienced a significant improvement in collections as these tenants pay past due rents. April’s collection rate improved from 27% to over 76% and May improved from 33% to 68%. We expect this trend to continue as we move later in the year and into 2021, and certain deferred rents begin coming due.

“While the portfolio has reopened, the effects of the pandemic are clearly evident in our third quarter results and will continue to have a significant impact. Store closures, including tenant bankruptcies, have contributed to occupancy declines and significant rent loss and lower sales have resulted in lower percentage rent. While we continued our programs to reduce costs both at the property and corporate levels, certain expenses necessarily resumed as the portfolio opened. We are keeping a close eye on our watch list as the pandemic has contributed to the weakened financial condition for a number of tenants, particularly in categories such as theaters and other entertainment operators that have not been able to resume operations. While many are finding creative solutions to reach their customer, we anticipate additional store closures and lost rent through the remainder of the year as the difficult operating environment continues.

“On November 1st, we filed for voluntary Chapter 11 bankruptcy protection. Through this process, we expect to eliminate more than $1.5 billion of unsecured debt and preferred obligation from our balance sheet. By reducing leverage, lengthening maturities, lowering interest costs and increasing free cash flow, upon emergence, CBL will be in an excellent position to execute on our strategic priorities and pursue future growth opportunities.”

FINANCIAL RESULTS

Net loss attributable to common shareholders for the third quarter 2020 was $54.1 million, or $0.28 per diluted share, compared with a net loss of $90.1 million, or a loss of $0.52 per diluted share, for the third quarter 2019.

Net loss attributable to common shareholders for the nine months ended September 30, 2020, was $269.4 million, or $1.43 per diluted share, compared with a net loss of $175.7 million, or a loss of $1.01 per diluted share, for the nine months ended 2019.

FFO allocable to common shareholders, as adjusted, for the third quarter 2020 was $8.6 million, or $0.04 per diluted share, compared with $58.7 million, or $0.34 per diluted share, for the third quarter 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the third quarter 2020 was $9.0 million compared with $67.8 million for the third quarter 2019.

FFO allocable to common shareholders, as adjusted, for the nine months ended September 30, 2020 was $61.1 million or $0.32 per diluted share, compared with $170.5 million or $0.98 per diluted share, for the nine months ended September 30, 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the nine months ended September 30, 2020, was $65.5 million compared with $196.8 million for the nine months ended September 30, 2019.

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

Portfolio same-center NOI

 

 

(30.5

)%

 

 

(23.7

)%

Mall same-center NOI

 

 

(33.3

)%

 

 

(25.5

)%

(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 three months ended September 30, 2020, include:

  • Same-center NOI declined $40.1 million, due to a $46.8 million decrease in revenues offset by a $6.9 million decline in operating expenses.
  • Rental revenues declined $46.1 million, including a $31.6 million decline in minimum and other rents. The decline in minimum and other rents was substantially related to $12.0 million in estimated uncollectible revenues related to tenants in bankruptcy or struggling financially, and $14.6 million related to rent abatements. Rental revenues also include a $7.5 million decline in tenant reimbursements (net of any abatements) and a $1.2 million decline in percentage rents.
  • Property operating expenses declined $4.7 million compared with the prior year. Maintenance and repair expenses improved $1.4 million. Real estate tax expenses declined $0.7 million.

COVID-19 UPDATE/RENT COLLECTION UPDATE

The COVID-19 pandemic resulted in closure of the majority of CBL’s owned and managed portfolio in response to government mandates beginning in March. As of the close of third quarter 2020, all of CBL’s owned and managed mall properties have re-opened and CBL has implemented strict procedures and guidelines for our employees, tenants and property visitors based on CDC and other health agency recommendations. Our properties continue to update these policies and procedures, following any new mandates and regulations, as required.

The mandated closures resulted in nearly all our tenants closing for a period of time and/or shortening operating hours. As a result, the Company has experienced an increased level of requests for rent deferrals and abatements as well as defaults on rent obligations. While, in general, CBL believes that tenants have a clear contractual obligation to pay rent, CBL has been working with its tenants to address rent deferral requests. Based on executed or in process agreements with 25 of our top tenants representing approximately 40% of gross rents for the second and third quarter 2020, CBL now anticipates collecting over 65% of related rent for the second quarter and over 81% of related rents for the third quarter, with a majority of the remainder expected to be deferred or abated. CBL remains in negotiations with tenants and is unable to predict the outcome of those discussions.

As the Company finalizes negotiations, rent collections as a percentage of billed cash-based rents have improved with certain past-due amounts being paid, resulting in an overall collection rate for April through September of approximately 69%. October rent collections are currently over 100% of billed rents, which includes certain rents that may be applicable to prior months. The Company anticipates an improvement in the collection rate for prior months as it finalizes negotiations with retailers and additional past-due amounts are paid.

EXPENSE REDUCTION AND LIQUIDITY

As previously announced, CBL implemented comprehensive programs to halt all non-essential expenditures, reduce operating and overhead expenses and to reduce, defer or suspend capital expenditures, including redevelopment investments. In March, CBL completed a $280 million aggregate draw on its line of credit, which represented substantially all of the remaining available balance. As of September 30, 2020, the company had $258.6 million available in unrestricted cash and marketable securities.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

 

 

As of September 30,

 

 

 

2020

 

 

2019

 

Total portfolio

 

 

86.8

%

 

 

90.5

%

Malls:

 

 

 

 

 

 

 

 

Total Mall portfolio

 

 

85.2

%

 

 

88.7

%

Same-center Malls

 

 

85.2

%

 

 

89.0

%

Stabilized Malls

 

 

85.4

%

 

 

88.8

%

Non-stabilized Malls (2)

 

 

74.4

%

 

 

83.8

%

Associated centers

 

 

89.1

%

 

 

96.3

%

Community centers

 

 

94.4

%

 

 

96.3

%

(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,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

Stabilized Malls

 

 

(15.3

)%

 

 

(10.2

)%

New leases

 

 

(5.8

)%

 

 

16.8

%

Renewal leases

 

 

(16.1

)%

 

 

(12.6

)%

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

Due to the temporary mall and store closures that occurred, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, CBL is not able to provide a complete measure of sales per square foot for the third quarter 2020 or trailing twelve-month period.

FINANCING ACTIVITY AND LENDER DISCUSSIONS

During the quarter, the foreclosure of Hickory Point Mall in Forsyth, IL ($27.4 million loan) was completed. In October, Burnsville Center in Minneapolis, MN ($64.2 million loan) was placed into receivership. The Company is cooperating with the foreclosure process. Once commenced, the Company also anticipates cooperating with foreclosure or conveyance proceedings for Park Plaza in Little Rock, AR ($77.1 million), EastGate Mall in Cincinnati, OH ($31.7 million) and Asheville Mall in Asheville, NC ($62.9 million loan). Asheville Mall and EastGate Mall are expected to be transferred into receivership during November 2020.

The Company remains in discussions with the lender for a potential modification and extension of the loan secured by Greenbrier Mall in Chesapeake, VA ($61.6 million). This discussion is ongoing and CBL is not able to predict the outcome at this time.

In August, the Company closed a modification of the $61.0 million loan secured by Jefferson Mall in Louisville, KY. The loan maturity was extended from June 2022 to June 2026.

In September, the Company completed a modification and extension of the $9.1 million loan secured by the second phase of The Outlet Shoppes at Bluegrass in Louisville, KY. The new maturity date is October 2021 with a variable interest rate of LIBOR plus 350 basis points.

In October, the Company completed a modification and extension of the $35.1 million ($17.6 at CBL’s share) loan secured by The Shoppes at Eagle Point in Cookeville, TN. The new maturity date is October 2022.

As previously announced, CBL elected to not pay the interest payment due on October 15, 2020 for the 4.60% senior unsecured notes due 2024 (the “2024 Notes”) and entered into the 30-day grace period specified in the Indenture governing the 2024 Notes.

VOLUNTARY BANKRUPTCY FILING

On November 1, 2020, CBL & Associates Properties, Inc., CBL & Associates Limited Partnership, and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, in Houston, TX (the "Court”) in order to implement a plan to recapitalize the Company, including restructuring portions of its debt. Through this process, all day-to-day operations and business of the Company’s wholly owned, joint venture and third-party managed shopping centers will continue as normal. CBL’s customers, tenants and partners can expect business as usual at all of CBL’s owned and managed properties. The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring.

DISPOSITIONS

CBL did not complete any major dispositions during the quarter.

ANCHOR REPLACEMENT PROGRESS AND REDEVELOPMENT

As part of overall cost reduction and cash preservation actions, CBL has suspended or delayed certain redevelopment projects, where possible. Detailed project information is available in CBL’s Financial Supplement for Q3 2020, which can be found in the Invest – Financial Reports section of CBL’s 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 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. CBL seeks to continuously strengthen 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 non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.

In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 8 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.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

2019

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

124,081

 

 

$

180,616

 

 

$

405,476

 

$

556,989

 

Management, development and leasing fees

 

 

2,104

 

 

 

2,216

 

 

 

5,251

 

 

7,325

 

Other

 

 

3,712

 

 

 

4,419

 

 

 

10,955

 

 

14,344

 

Total revenues

 

 

129,897

 

 

 

187,251

 

 

 

421,682

 

 

578,658

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

(20,396

)

 

 

(27,344

)

 

 

(63,011

)

 

(82,856

)

Depreciation and amortization

 

 

(53,477

)

 

 

(64,168

)

 

 

(162,042

)

 

(198,438

)

Real estate taxes

 

 

(17,215

)

 

 

(18,699

)

 

 

(53,500

)

 

(57,766

)

Maintenance and repairs

 

 

(8,425

)

 

 

(10,253

)

 

 

(25,675

)

 

(34,327

)

General and administrative

 

 

(25,497

)

 

 

(12,467

)

 

 

(62,060

)

 

(48,901

)

Loss on impairment

 

 

(46

)

 

 

(135,688

)

 

 

(146,964

)

 

(202,121

)

Litigation settlement

 

 

2,480

 

 

 

22,688

 

 

 

2,480

 

 

(65,462

)

Other

 

 

 

 

 

(7

)

 

 

(400

)

 

(41

)

Total operating expenses

 

 

(122,576

)

 

 

(245,938

)

 

 

(511,172

)

 

(689,912

)

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

1,975

 

 

 

1,367

 

 

 

5,263

 

 

2,212

 

Interest expense

 

 

(61,137

)

 

 

(50,515

)

 

 

(160,760

)

 

(156,995

)

Gain on extinguishment of debt

 

 

15,407

 

 

 

 

 

 

15,407

 

 

71,722

 

Gain on investments/deconsolidation

 

 

 

 

 

11,174

 

 

 

 

 

11,174

 

Gain (loss) on sales of real estate assets

 

 

(55

)

 

 

8,056

 

 

 

2,708

 

 

13,811

 

Income tax provision

 

 

(546

)

 

 

(1,670

)

 

 

(17,189

)

 

(2,622

)

Equity in earnings (losses) of unconsolidated affiliates

 

 

(7,389

)

 

 

(1,759

)

 

 

(12,450

)

 

3,421

 

Total other expenses

 

 

(51,745

)

 

 

(33,347

)

 

 

(167,021

)

 

(57,277

)

Net loss

 

 

(44,424

)

 

 

(92,034

)

 

 

(256,511

)

 

(168,531

)

Net (income) loss attributable to noncontrolling interests in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Partnership

 

 

609

 

 

 

13,904

 

 

 

19,100

 

 

27,116

 

Other consolidated subsidiaries

 

 

937

 

 

 

(763

)

 

 

1,631

 

 

(631

)

Net loss attributable to the Company

 

 

(42,878

)

 

 

(78,893

)

 

 

(235,780

)

 

(142,046

)

Preferred dividends declared

 

 

 

 

 

(11,223

)

 

 

 

 

(33,669

)

Preferred dividends undeclared

 

 

(11,223

)

 

 

 

 

 

(33,669

)

 

 

Net loss attributable to common shareholders

 

$

(54,101

)

 

$

(90,116

)

 

$

(269,449

)

$

(175,715

)

Basic and diluted per share data attributable to common

shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common shareholders

 

$

(0.28

)

 

$

(0.52

)

 

$

(1.43

)

$

(1.01

)

Weighted-average common and potential dilutive common shares

outstanding

 

 

193,481

 

 

 

173,471

 

 

 

188,211

 

 

173,400

 

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,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net loss attributable to common shareholders

 

$

(54,101

)

 

$

(90,116

)

 

$

(269,449

)

 

$

(175,715

)

Noncontrolling interest in loss of Operating Partnership

 

 

(609

)

 

 

(13,904

)

 

 

(19,100

)

 

 

(27,116

)

Depreciation and amortization expense of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated properties

 

 

53,477

 

 

 

64,168

 

 

 

162,042

 

 

 

198,438

 

Unconsolidated affiliates

 

 

14,437

 

 

 

14,471

 

 

 

41,967

 

 

 

36,599

 

Non-real estate assets

 

 

(702

)

 

 

(920

)

 

 

(2,431

)

 

 

(2,719

)

Noncontrolling interests' share of depreciation and amortization in other

consolidated subsidiaries

 

 

(1,118

)

 

 

(2,031

)

 

 

(2,829

)

 

 

(6,836

)

Loss on impairment

 

 

46

 

 

 

135,688

 

 

 

146,964

 

 

 

202,121

 

Loss on impairment of unconsolidated affiliates

 

 

 

 

 

 

 

 

 

 

 

 

(Gain) loss on depreciable property

 

 

 

 

 

(16,914

)

 

 

25

 

 

 

(21,755

)

FFO allocable to Operating Partnership common unitholders

 

 

11,430

 

 

 

90,442

 

 

 

57,189

 

 

 

203,017

 

Debt restructuring expenses (1)

 

 

12,913

 

 

 

 

 

 

20,770

 

 

 

 

Litigation settlement, net of taxes (2)

 

 

(2,480

)

 

 

(22,688

)

 

 

(2,480

)

 

 

64,979

 

Non-cash default interest expense (3)

 

 

2,519

 

 

 

 

 

 

5,412

 

 

 

542

 

Gain on extinguishment of debt (4)

 

 

(15,407

)

 

 

 

 

 

(15,407

)

 

 

(71,722

)

FFO allocable to Operating Partnership common unitholders, as

adjusted

 

$

8,975

 

 

$

67,754

 

 

$

65,484

 

 

$

196,816

 

FFO per diluted share

 

$

0.06

 

 

$

0.45

 

 

$

0.28

 

 

$

1.01

 

FFO, as adjusted, per diluted share

 

$

0.04

 

 

$

0.34

 

 

$

0.32

 

 

$

0.98

 

Weighted-average common and potential dilutive common shares

outstanding with Operating Partnership units fully converted

 

 

201,690

 

 

 

200,230

 

 

 

201,551

 

 

 

200,158

 

(1)

 

Represents professional fees related to the Company's negotiations with the administrative agent and lenders under the secured credit facility and certain holders of the Company's senior unsecured notes regarding a restructure of such indebtedness.

(2)

 

Represents the accrued expense related to the settlement of a class action lawsuit.

(3)

 

The three and nine months ended September 30, 2020 include default interest expense related to Greenbrier Mall, Hickory Point Mall, Eastgate Mall, Asheville Mall, Burnsville Center and Park Plaza Mall. The nine months ended September 30, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center.

(4)

 

The three and nine months ended September 30, 2020 include a gain on extinguishment of debt related to the non-recourse loan secured by Hickory Point Mall, which was conveyed to the lender in the third quarter of 2020. 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.

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

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Diluted EPS attributable to common shareholders

 

$

(0.28

)

 

$

(0.52

)

 

$

(1.43

)

 

$

(1.01

)

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

 

 

0.34

 

 

 

0.38

 

 

 

0.99

 

 

 

1.13

 

Loss on impairment

 

 

 

 

 

0.68

 

 

 

0.72

 

 

 

1.00

 

Gain on depreciable property

 

 

 

 

 

(0.09

)

 

 

 

 

 

(0.11

)

FFO per diluted share

 

$

0.06

 

 

$

0.45

 

 

$

0.28

 

 

$

1.01

 

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,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

FFO allocable to Operating Partnership common unitholders

 

$

11,430

 

 

$

90,442

 

 

$

57,189

 

 

$

203,017

 

Percentage allocable to common shareholders (1)

 

 

95.93

%

 

 

86.64

%

 

 

93.38

%

 

 

86.63

%

FFO allocable to common shareholders

 

$

10,965

 

 

$

78,359

 

 

$

53,403

 

 

$

175,874

 

FFO allocable to Operating Partnership common unitholders, as

adjusted

 

$

8,975

 

 

$

67,754

 

 

$

65,484

 

 

$

196,816

 

Percentage allocable to common shareholders (1)

 

 

95.93

%

 

 

86.64

%

 

 

93.38

%

 

 

86.63

%

FFO allocable to common shareholders, as adjusted

 

$

8,610

 

 

$

58,702

 

 

$

61,149

 

 

$

170,502

 

(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 13.

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

SUPPLEMENTAL FFO INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease termination fees

 

$

1,722

 

 

$

848

 

 

$

3,375

 

 

$

2,938

 

Per share

 

$

0.01

 

 

$

 

 

$

0.02

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line rental income adjustment

 

$

(2,891

)

 

$

1,348

 

 

$

(1,972

)

 

$

2,302

 

Per share

 

$

(0.01

)

 

$

0.01

 

 

$

(0.01

)

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on outparcel sales

 

$

(55

)

 

$

1,961

 

 

$

2,733

 

 

$

2,894

 

Per share

 

$

 

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net amortization of acquired above- and below-market leases

 

$

229

 

 

$

533

 

 

$

1,341

 

 

$

2,032

 

Per share

 

$

 

 

$

 

 

$

0.01

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net amortization of debt premiums and discounts

 

$

353

 

 

$

333

 

 

$

1,040

 

 

$

982

 

Per share

 

$

 

 

$

 

 

$

0.01

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision

 

$

(546

)

 

$

(1,670

)

 

$

(17,189

)

 

$

(2,622

)

Per share

 

$

 

 

$

(0.01

)

 

$

(0.09

)

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

$

15,407

 

 

$

 

 

$

15,407

 

 

$

71,722

 

Per share

 

$

0.08

 

 

$

 

 

$

0.08

 

 

$

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash default interest expense

 

$

(2,519

)

 

$

 

 

$

(5,412

)

 

$

(542

)

Per share

 

$

(0.01

)

 

$

 

 

$

(0.03

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abandoned projects expense

 

$

 

 

$

(7

)

 

$

(400

)

 

$

(41

)

Per share

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest capitalized

 

$

438

 

 

$

787

 

 

$

1,530

 

 

$

1,969

 

Per share

 

$

 

 

$

 

 

$

0.01

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation settlement, net of taxes

 

$

2,480

 

 

$

22,688

 

 

$

2,480

 

 

$

(64,979

)

Per share

 

$

0.01

 

 

$

0.11

 

 

$

0.01

 

 

$

(0.32

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incremental credit facility interest expense related to imposition of default rate

 

$

(14,499

)

 

$

 

 

$

(19,311

)

 

$

 

Per share

 

$

(0.07

)

 

$

 

 

$

(0.10

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt restructuring expenses

 

$

(12,913

)

 

$

 

 

$

(20,770

)

 

$

 

Per share

 

$

(0.06

)

 

$

 

 

$

(0.10

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimate of uncollectible revenues

 

$

(13,132

)

 

$

373

 

 

$

(59,009

)

 

$

(1,410

)

Per share

 

$

(0.07

)

 

$

 

 

$

(0.29

)

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30,

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

Straight-line rent receivable

 

 

 

 

 

 

 

 

 

$

53,421

 

 

$

55,974

 

Same-center Net Operating Income

(Dollars in thousands)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net loss

 

$

(44,424

)

 

$

(92,034

)

 

$

(256,511

)

 

$

(168,531

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

53,477

 

 

 

64,168

 

 

 

162,042

 

 

 

198,438

 

Depreciation and amortization from unconsolidated affiliates

 

 

14,437

 

 

 

14,471

 

 

 

41,967

 

 

 

36,599

 

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

 

 

(1,118

)

 

 

(2,031

)

 

 

(2,829

)

 

 

(6,836

)

Interest expense

 

 

61,137

 

 

 

50,515

 

 

 

160,760

 

 

 

156,995

 

Interest expense from unconsolidated affiliates

 

 

8,646

 

 

 

6,686

 

 

 

24,001

 

 

 

19,842

 

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

 

 

(570

)

 

 

(1,561

)

 

 

(1,726

)

 

 

(5,044

)

Abandoned projects expense

 

 

 

 

 

7

 

 

 

400

 

 

 

41

 

(Gain) loss on sales of real estate assets

 

 

55

 

 

 

(8,056

)

 

 

(2,708

)

 

 

(13,811

)

Gain on sales of real estate assets of unconsolidated affiliates

 

 

 

 

 

 

 

 

 

 

 

(627

)

Gain on investments/deconsolidation

 

 

 

 

 

(11,174

)

 

 

 

 

 

(11,174

)

Gain on extinguishment of debt

 

 

(15,407

)

 

 

 

 

 

(15,407

)

 

 

(71,722

)

Loss on impairment

 

 

46

 

 

 

135,688

 

 

 

146,964

 

 

 

202,121

 

Litigation settlement

 

 

(2,480

)

 

 

(22,688

)

 

 

(2,480

)

 

 

65,462

 

Income tax provision

 

 

546

 

 

 

1,670

 

 

 

17,189

 

 

 

2,622

 

Lease termination fees

 

 

(1,722

)

 

 

(848

)

 

 

(3,375

)

 

 

(2,938

)

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

 

 

2,662

 

 

 

(1,881

)

 

 

631

 

 

 

(4,334

)

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

 

 

937

 

 

 

(763

)

 

 

1,631

 

 

 

(631

)

General and administrative expenses

 

 

25,497

 

 

 

12,467

 

 

 

62,060

 

 

 

48,901

 

Management fees and non-property level revenues

 

 

(4,415

)

 

 

(2,293

)

 

 

(9,746

)

 

 

(9,077

)

Operating Partnership's share of property NOI

 

 

97,304

 

 

 

142,343

 

 

 

322,863

 

 

 

436,296

 

Non-comparable NOI

 

 

(5,909

)

 

 

(10,845

)

 

 

(19,120

)

 

 

(38,137

)

Total same-center NOI (1)

 

$

91,395

 

 

$

131,498

 

 

$

303,743

 

 

$

398,159

 

Total same-center NOI percentage change

 

 

(30.5

)%

 

 

 

 

 

 

(23.7

)%

 

 

 

 

Same-center Net Operating Income

(Continued)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Malls

 

$

77,842

 

 

$

116,637

 

 

$

263,855

 

 

$

354,025

 

Associated centers

 

 

7,468

 

 

 

8,317

 

 

 

21,244

 

 

 

24,610

 

Community centers

 

 

4,981

 

 

 

5,511

 

 

 

15,086

 

 

 

16,273

 

Offices and other

 

 

1,104

 

 

 

1,033

 

 

 

3,558

 

 

 

3,251

 

Total same-center NOI (1)

 

$

91,395

 

 

$

131,498

 

 

$

303,743

 

 

$

398,159

 

Percentage Change:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malls

 

 

(33.3

)%

 

 

 

 

 

 

(25.5

)%

 

 

 

 

Associated centers

 

 

(10.2

)%

 

 

 

 

 

 

(13.7

)%

 

 

 

 

Community centers

 

 

(9.6

)%

 

 

 

 

 

 

(7.3

)%

 

 

 

 

Offices and other

 

 

6.9

%

 

 

 

 

 

 

9.4

%

 

 

 

 

Total same-center NOI (1)

 

 

(30.5

)%

 

 

 

 

 

 

(23.7

)%

 

 

 

 

(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, 2020, 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, 2020. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these 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 September 30, 2020

 

 

 

Fixed Rate

 

 

Variable
Rate

 

 

Total per
Debt
Schedule

 

 

 

Unamortized
Deferred
Financing
Costs

 

 

Total

 

Consolidated debt

 

$

2,560,364

 

 

$

1,183,186

 

 

$

3,743,550

 

 

 

$

(13,864

)

 

$

3,729,686

 

Noncontrolling interests' share of consolidated debt

 

 

(30,275

)

 

 

 

 

 

(30,275

)

 

 

 

288

 

 

 

(29,987

)

Company's share of unconsolidated affiliates' debt

 

 

625,806

 

 

 

122,486

 

 

 

748,292

 

 

 

 

(2,594

)

 

 

745,698

 

Company's share of consolidated and unconsolidated debt

 

$

3,155,895

 

 

$

1,305,672

 

 

$

4,461,567

 

 

 

$

(16,170

)

 

$

4,445,397

 

Weighted-average interest rate

 

 

5.06

%

 

 

8.52

%

 

 

6.07

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

%

 

 

 

 

 

 

 

 

 

 

 

Total Market Capitalization as of September 30, 2020

(In thousands, except stock price)

 

 

Shares

Outstanding

 

 

Stock

Price (1)

 

Common stock and operating partnership units

 

 

201,690

 

 

$

0.16

 

7.375% Series D Cumulative Redeemable Preferred Stock

 

 

1,815

 

 

 

250.00

 

6.625% Series E Cumulative Redeemable Preferred Stock

 

 

690

 

 

 

250.00

 

(1)

 

Stock price for common stock and Operating Partnership units equals the closing price of the common stock on September 30, 2020. 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

 

2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares - EPS

 

 

193,481

 

 

 

193,481

 

 

 

188,211

 

 

 

188,211

 

Weighted-average Operating Partnership units

 

 

8,209

 

 

 

8,209

 

 

 

13,340

 

 

 

13,340

 

Weighted-average shares - FFO

 

 

201,690

 

 

 

201,690

 

 

 

201,551

 

 

 

201,551

 

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

 

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

 

 

As of

 

 

 

September 30,
2020

 

 

December 31,
2019

 

ASSETS

 

 

 

 

 

 

 

 

Real estate assets:

 

 

 

 

 

 

 

 

Land

 

$

717,048

 

 

$

730,218

 

Buildings and improvements

 

 

5,255,663

 

 

 

5,631,831

 

 

 

 

5,972,711

 

 

 

6,362,049

 

Accumulated depreciation

 

 

(2,228,632

)

 

 

(2,349,404

)

 

 

 

3,744,079

 

 

 

4,012,645

 

Developments in progress

 

 

31,822

 

 

 

49,351

 

Net investment in real estate assets

 

 

3,775,901

 

 

 

4,061,996

 

Cash and cash equivalents

 

 

106,807

 

 

 

32,816

 

Available-for-sale securities - at fair value (amortized cost of $151,762 in 2020)

 

 

151,795

 

 

 

 

Receivables:

 

 

 

 

 

 

 

 

Tenant

 

 

108,123

 

 

 

75,252

 

Other

 

 

6,121

 

 

 

10,792

 

Mortgage and other notes receivable

 

 

2,534

 

 

 

4,662

 

Investments in unconsolidated affiliates

 

 

291,040

 

 

 

307,354

 

Intangible lease assets and other assets

 

 

121,722

 

 

 

129,474

 

 

 

$

4,564,043

 

 

$

4,622,346

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

 

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

3,729,686

 

 

$

3,527,015

 

Accounts payable and accrued liabilities

 

 

221,946

 

 

 

231,306

 

Total liabilities

 

 

3,951,632

 

 

 

3,758,321

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

 

193

 

 

 

2,160

 

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, 195,765,021 and

174,115,111 issued and outstanding in 2020 and 2019, respectively

 

 

1,958

 

 

 

1,741

 

Additional paid-in capital

 

 

1,984,607

 

 

 

1,965,897

 

Accumulated other comprehensive loss

 

 

33

 

 

 

 

Dividends in excess of cumulative earnings

 

 

(1,397,131

)

 

 

(1,161,351

)

Total shareholders' equity

 

 

589,492

 

 

 

806,312

 

Noncontrolling interests

 

 

22,726

 

 

 

55,553

 

Total equity

 

 

612,218

 

 

 

861,865

 

 

 

$

4,564,043

 

 

$

4,622,346