8-K/A
Cbl & Associates Properties Inc (CBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 6, 2020
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-12494 | 62-1545718 |
|---|---|---|
| Delaware | 333-182515-01 | 62-1542285 |
| (State or Other Jurisdiction of<br><br><br>Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000
(Address of principal executive office, including zip code)
423-855-0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
| Title of each Class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | CBL | New York Stock Exchange |
| 7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value | CBLprD | New York Stock Exchange |
| 6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value | CBLprE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (“Amendment”) is being furnished to amend Items 2.02 and 9.01 of the Current Report on Form 8-K furnished on August 6, 2020 reporting the Company’s results for the second quarter ended June 30, 2020. Dollar amounts in thousands, except as otherwise noted.
ITEM 2.02Results of Operations and Financial Condition
On August 18, 2020, CBL & Associates Properties, Inc. (herein the “Company” or “CBL”), issued a corrected press release announcing the Company’s results for the quarter ended June 30, 2020. The news release was issued to correct general and administrative expense for the second quarter 2020 to $18,727, an increase of $7,857 from the originally reported amount to expense 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. Additionally, the news release was issued to correct the amount of interest expense accrued for the second quarter to $52,631, representing an increase of $4,812, from the originally reported amount. The increased general and administrative expense and interest expense had corresponding impacts on Net Loss, Funds From Operations (“FFO”) and related metrics for the second quarter 2020. The professional fees related to restructuring were excluded from FFO, as adjusted.
Subsequent to the issuance of its earnings release on August 6, 2020, the Company receive a notice from the administrative agent for the lenders under the Company’s secured credit facility, which (i) informed the Operating Partnership that following an asserted event of default on March 19, 2020, all outstanding loans were converted to base rate loans at the expiration of the applicable interest periods and (ii) seeks payment of $4,812 related thereto for April through June 2020. The base rate is defined as the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the LIBOR Market Index Rate plus 1.0%, plus 1.25%. The base rate on June 30, 2020 was 4.50% based on the prime rate plus 1.25%. The administrative agent also informed the Operating Partnership that from and after August 6, 2020, interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at the time of notification was 9.50%. We disagree with the assertions made by the administrative agent as to the imposition of the base rate and post-default rate interest and related matters and intend to vigorously defend any such claims.
The Company has prepared and furnished as Exhibit 99.1 to this Amendment a corrected earnings release and supplemental financial and operating information for the second quarter ended June 30, 2020. The corrections did not change the Company’s reported Same-Center Net Operating Income ("NOI") for the three and six months ended June 30, 2020.
The information in this Amendment and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired |
|---|
Not applicable
| (b) | Pro Forma Financial Information |
|---|
Not applicable
| (c) | Shell Company Transactions |
|---|
Not applicable
| (d) | Exhibits |
|---|---|
| Exhibit<br><br><br>Number | Description |
| --- | --- |
| 99.1 | Earnings Release dated August 6, 2020 and Supplemental Financial and Operating Information - For the Three and Six Months Ended June 30, 2020 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CBL & ASSOCIATES PROPERTIES, INC. | |
|---|---|
| /s/ Farzana Khaleel | |
| Farzana Khaleel | |
| Executive Vice President - | |
| Chief Financial Officer and Treasurer | |
| CBL & ASSOCIATES LIMITED PARTNERSHIP | |
| --- | --- |
| By: CBL HOLDINGS I, INC., its general partner | |
| /s/ Farzana Khaleel | |
| Farzana Khaleel | |
| Executive Vice President - | |
| Chief Financial Officer and Treasurer | |
| Date: August 18, 2020 |
cbl-ex991_6.htm
Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three and Six Months Ended
June 30, 2020
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
| Page | |
|---|---|
| Earnings Release | 1 |
| Consolidated Statements of Operations | 7 |
| Reconciliations of Supplementary Non-GAAP Financial Measures: | |
| Funds from Operations (FFO) | 8 |
| Same-center Net Operating Income (NOI) | 11 |
| Selected Financial and Equity Information | 13 |
| Consolidated Balance Sheets | 14 |
| Condensed Combined Financial Statements - Unconsolidated Affiliates | 15 |
| Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows | 16 |
| Components of Rental Revenues | 17 |
| Schedule of Mortgage and Other Indebtedness | 18 |
| Schedule of Maturities and Debt Covenant Compliance Ratios | 22 |
| Unencumbered Consolidated Portfolio Statistics | 23 |
| Mall Portfolio Statistics | 24 |
| Leasing Activity and Average Annual Base Rents | 27 |
| Top 25 Tenants Based on Percentage of Total Annualized Revenues | 29 |
| Capital Expenditures | 30 |
| Development Activity | 31 |
| CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | 33 |
Contact: Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR SECOND QUARTER 2020
CHATTANOOGA, Tenn. (August 18, 2020) – Please replace the revised version to correct certain Q2 2020 financial information issued on August 6, 2020, at 4:15 p.m. ET. Please refer to Form 8-K/A furnished on August 18, 2020, for additional information.
CBL Properties (NYSE:CBL) announced results for the second quarter ended June 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<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | % | 2020 | 2019 | % | |||||||||||||
| Net loss attributable to common shareholders per diluted share | $ | (0.42 | ) | $ | (0.20 | ) | (110.0 | )% | $ | (1.16 | ) | $ | (0.49 | ) | (136.7 | )% | ||
| Funds from Operations ("FFO") per diluted share | $ | (0.03 | ) | $ | 0.34 | (108.8 | )% | $ | 0.23 | $ | 0.56 | (58.9 | )% | |||||
| FFO, as adjusted, per diluted share ^(1)^ | $ | 0.02 | $ | 0.34 | (94.1 | )% | $ | 0.28 | $ | 0.64 | (56.3 | )% | ||||||
| (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 $0.02 for the second quarter 2020, compared with $0.34 per share for the second quarter 2019. FFO per diluted share, as adjusted, was $0.28 for the six months ended June 30, 2020, compared with $0.64 per share for the prior year period. |
|---|---|
| • | Major variances in second quarter 2020 FFO per share compared with the prior year period included $0.24 per share of lower property NOI, which includes an estimate for uncollectable revenues and rent abatements; $0.02 per share higher net G&A expense primarily related to $7.9 million ($0.04 per share) of debt restructuring expense, partially offset by Company furloughs, reductions in force and company-wide temporary salary reductions. FFO per share for the second quarter included $2.5 million ($0.01 per share) related to rent abatements on past due rents and $41.5 million ($0.21 per share) in the estimate for uncollectable revenues for past due rents related to tenants that are in bankruptcy or struggling financially, primarily as a result of mandated property closures. FFO was also impacted by a $0.08 full valuation allowance established on the deferred tax asset during the quarter. |
| --- | --- |
| • | Total Portfolio same-center NOI declined 32.0% for the three months ended June 30, 2020, and 20.4% for the six months ended June 30, 2020, as compared with the prior-year periods. |
| --- | --- |
| • | Portfolio occupancy as of June 30, 2020, was 88.1%, representing a 210-basis point decline compared with 90.2% as of June 30, 2019. Same-center mall occupancy was 86.6% as of June 30, 2020, a 170-basis point decline compared with 88.3% as of June 30, 2019. An estimated 370-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, except one, 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. |
| --- | --- |
“With all but one of our properties and the vast majority of retailers now open, we are seeing improved traffic levels,” said Stephen Lebovitz, Chief Executive Officer. “While our properties and our tenants have extensive safety protocols in place, shoppers appear to be more deliberate in their visits, resulting in lower traffic numbers compared to last year. However, retailers are reporting higher conversion rates with many equaling
or exceeding pre-pandemic levels. In addition to traditional in-store shopping, retailers have innovated by adding curbside pick-up, order-online and pick-up in-store and other programs designed to ease the shopping experience. These conveniences are an increasingly important part of successful retailing.
“Our financial and operating results for the second quarter reflect the temporary closure of the CBL portfolio for a significant period due to government mandates. Revenues for the quarter were impacted by a major increase in the estimate for uncollectible revenues related to rents due from tenants that recently filed for bankruptcy or are struggling financially, as well as amounts that were abated as part of negotiations. Store closures and rent loss from prior tenant bankruptcies and lower percentage rent related to lower retail sales also impacted revenues. We offset a portion of this decline through aggressive actions to reduce costs both at the property and corporate levels, including company-wide salary reductions, furloughs, reductions-in-force and other expense reduction initiatives. However, the pandemic has accelerated a number of tenant bankruptcies, resulting in an expectation of additional store closures and lost rent through the remainder of the year. As a result of the difficulty in accurately predicting the impact to our business, we expect our visibility over the next few quarters to remain limited. Accordingly, we are continuing the suspension of full-year guidance until there are signs of more stability in our operating environment.
“Leasing activity for the quarter was muted as we shifted our focus to negotiating with existing tenants. To date, we have completed or are finalizing negotiations with retailers representing the majority of second quarter rent. These agreements generally include flexible terms on second quarter rent to certain retailers that require assistance, such as rent deferrals, while at the same time preserving current and future income to CBL. As we complete these negotiations, rent collections have improved with retailers paying all or a portion of past-due amounts as well as paying current rents.
“While the events to date in 2020 have dramatically impacted our business in the near-term, these events also underscore the importance of our portfolio transformation and tenant diversification strategy as well as the prudent actions we’ve taken to preserve and strengthen our cash position. Most traditional retailers have paused on new store plans until they can stabilize their existing store base and have better clarity on the outlook. However, a number of local and other users, primarily non-apparel, are viewing this as an opportunity to identify attractive new growth opportunities. Our leasing team is more creative than ever in pursuing these leads to continue the all-important diversification to our tenants and properties, and we are confident that, over time, our revenues will stabilize due to these efforts.
“Finally, while our corporate policy is to not comment on the unfortunate rumors and speculation reported by the media, we want to confirm that over the past few months we have been holding constructive discussions with our lenders. In June, we deliberately elected to withhold the interest payments on two issuances of senior unsecured notes that were due as part of our discussions with certain holders of our bonds as well as the lenders under our credit facility. We first entered the 30-day grace periods provided for in the indenture and subsequently entered into forbearance agreements with certain holders of our notes and lenders under our credit facility. On August 5^th^, we elected to make these payments, which total $30.4 million and accordingly are current on all unsecured debt service. Discussions are ongoing, and we are hopeful that a positive and mutually beneficial outcome will be reached.”
FINANCIAL RESULTS
Net loss attributable to common shareholders for the second quarter 2020 was $81.5 million, or $0.42 per diluted share, compared with a net loss of $35.4 million, or a loss of $0.20 per diluted share, for the second quarter 2019. Net loss for the second quarter 2020 was impacted by a $13.3 million loss on impairment of real estate to write down the carrying value of Asheville Mall in Asheville, NC, to the property’s estimated fair value. Net loss for the second quarter 2020 also included establishing a full valuation allowance of $15.8 million on the deferred tax asset.
Net loss attributable to common shareholders for the six months ended June 30, 2020, was $215.3 million, or $1.16 per diluted share, compared with a net loss of $85.6 million, or a loss of $0.49 per diluted share, for the six months ended 2019.
FFO allocable to common shareholders, as adjusted, for the second quarter 2020 was $4.7 million, or $0.02 per diluted share, compared with $59.4 million, or $0.34 per diluted share, for the second quarter 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the second quarter 2020 was $4.9 million compared with $68.5 million for the second quarter 2019.
FFO allocable to common shareholders, as adjusted, for the six months ended June 30, 2020 was $52.0 million or $0.28 per diluted share, compared with $111.8 million or $0.64 per diluted share, for the six months ended June 30, 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the six months ended June 30, 2020, was $56.5 million compared with $129.1 million for the six months ended June 30, 2019.
Percentage change in same-center Net Operating Income (“NOI”) ^(1)^:
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Portfolio same-center NOI | (32.0 | )% | (20.4 | )% | ||
| Mall same-center NOI | (33.7 | )% | (21.6 | )% | ||
| (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 June 30, 2020, include:
| • | Same-center NOI declined $42.7 million, due to a $53.4 million decrease in revenues offset by a $10.7 million decline in operating expenses. |
|---|---|
| • | Rental revenues declined $50.5 million, including a $46.9 million decline in minimum and other rents. The decline in minimum and other rents was substantially related to $37.8 million in estimated uncollectible revenues related to tenants in bankruptcy or struggling financially, and $2.4 million related to rent abatements. Rental revenues also include a $1.2 million decline in tenant reimbursements and a $2.2 million decline in percentage rents. |
| --- | --- |
| • | Property operating expenses declined $6.5 million compared with the prior year. Maintenance and repair expenses improved $4.5 million. Real estate tax expenses increased $0.1 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. To date, all but one 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 our top 20 tenants as a percentage of total revenues, excluding tenants in bankruptcy, CBL anticipates collecting over 61% of related rent for the second quarter, with 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 increased with certain past-due amounts being paid, resulting in an overall collection rate for April through July of over 54%. July rent collections are currently estimated at 49% of billed rents; however, the Company anticipates an improvement in the collection rate as it finalizes negotiations with retailers and additional past-due amounts are paid.
EXPENSE REDUCTION AND LIQUIDITY
As previously announced, CBL has 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 June 30, 2020, the company had $275.8 million available in cash and marketable securities.
PORTFOLIO OPERATIONAL RESULTS
Occupancy^(1)^:
| As of June 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Total portfolio | 88.1 | % | 90.2 | % | ||
| Malls: | ||||||
| Total Mall portfolio | 86.6 | % | 88.1 | % | ||
| Same-center Malls | 86.6 | % | 88.3 | % | ||
| Stabilized Malls | 86.8 | % | 88.3 | % | ||
| Non-stabilized Malls ^(2)^ | 79.2 | % | 78.0 | % | ||
| Associated centers | 90.5 | % | 96.3 | % | ||
| Community centers | 95.2 | % | 97.6 | % | ||
| (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<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||
| 2020 | 2019 | |||||
| Stabilized Malls | 0.8 | % | (6.4 | )% | ||
| New leases | 20.9 | % | 30.5 | % | ||
| Renewal leases | (0.7 | )% | (10.0 | )% |
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 during the second quarter 2020, 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 second quarter 2020 or trailing twelve-month period.
FINANCING ACTIVITY AND LENDER DISCUSSIONS
After discussions with each respective lender for the loans separately secured by Park Plaza in Little Rock, AR ($77.6 million), Hickory Point in Forsyth, IL ($27.4 million), EastGate Mall in Cincinnati, OH ($31.9 million) and Burnsville Center in Minneapolis, MN ($64.5 million), the Company anticipates cooperating with foreclosure or conveyance proceedings.
The Company remains in discussions with the lender for a potential modification and extension of the loan secured by Greenbrier Mall in Chesapeake, VA ($64.5 million) and recently entered into discussions with the lenders for the loans secured by Asheville Mall in Ashville, NC ($63.0 million) and Oak Park Mall in Overland Park, KS ($131.5 million at CBL’s share). These discussions are ongoing and CBL is not able to predict the outcome at this time.
As previously announced, CBL elected to not pay the interest payments due on June 1, 2020 and June 15, 2020, for the 5.25% senior unsecured notes due 2023 and the 5.95% senior unsecured notes due 2026, respectively (together, “the Notes”). CBL entered into forbearance agreements with certain beneficial holders in excess of 50% of the aggregate principal amount of the Notes as well as a forbearance agreement with lenders under the Company’s credit facility in order to continue discussions with both parties. On August 5, 2020, CBL elected to make the $30.4 million in interest payments and is now current on all unsecured debt service.
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 Q2 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 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 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.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| REVENUES: | ||||||||||||
| Rental revenues | $ | 120,222 | $ | 185,393 | $ | 281,395 | $ | 376,373 | ||||
| Management, development and leasing fees | 1,055 | 2,586 | 3,147 | 5,109 | ||||||||
| Other | 2,934 | 5,398 | 7,243 | 9,925 | ||||||||
| Total revenues | 124,211 | 193,377 | 291,785 | 391,407 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Property operating | (16,906 | ) | (26,532 | ) | (42,615 | ) | (55,512 | ) | ||||
| Depreciation and amortization | (52,663 | ) | (64,478 | ) | (108,565 | ) | (134,270 | ) | ||||
| Real estate taxes | (17,837 | ) | (19,148 | ) | (36,285 | ) | (39,067 | ) | ||||
| Maintenance and repairs | (6,042 | ) | (11,298 | ) | (17,250 | ) | (24,074 | ) | ||||
| General and administrative | (18,727 | ) | (14,427 | ) | (36,563 | ) | (36,434 | ) | ||||
| Loss on impairment | (13,274 | ) | (41,608 | ) | (146,918 | ) | (66,433 | ) | ||||
| Litigation settlement | — | — | — | (88,150 | ) | |||||||
| Other | (242 | ) | (34 | ) | (400 | ) | (34 | ) | ||||
| Total operating expenses | (125,691 | ) | (177,525 | ) | (388,596 | ) | (443,974 | ) | ||||
| OTHER INCOME (EXPENSES): | ||||||||||||
| Interest and other income | 891 | 356 | 3,288 | 845 | ||||||||
| Interest expense | (52,631 | ) | (52,482 | ) | (99,623 | ) | (106,480 | ) | ||||
| Gain on extinguishment of debt | — | — | — | 71,722 | ||||||||
| Gain on sales of real estate assets | 2,623 | 5,527 | 2,763 | 5,755 | ||||||||
| Income tax provision | (16,117 | ) | (813 | ) | (16,643 | ) | (952 | ) | ||||
| Equity in earnings (losses) of unconsolidated affiliates | (6,079 | ) | 1,872 | (5,061 | ) | 5,180 | ||||||
| Total other expenses | (71,313 | ) | (45,540 | ) | (115,276 | ) | (23,930 | ) | ||||
| Net loss | (72,793 | ) | (29,688 | ) | (212,087 | ) | (76,497 | ) | ||||
| Net loss attributable to noncontrolling interests in: | ||||||||||||
| Operating Partnership | 2,077 | 5,454 | 18,491 | 13,212 | ||||||||
| Other consolidated subsidiaries | 487 | 57 | 694 | 132 | ||||||||
| Net loss attributable to the Company | (70,229 | ) | (24,177 | ) | (192,902 | ) | (63,153 | ) | ||||
| Preferred dividends declared | — | (11,223 | ) | — | (22,446 | ) | ||||||
| Preferred dividends undeclared | (11,223 | ) | — | (22,446 | ) | — | ||||||
| Net loss attributable to common shareholders | $ | (81,452 | ) | $ | (35,400 | ) | $ | (215,348 | ) | $ | (85,599 | ) |
| Basic and diluted per share data attributable to common<br><br><br>shareholders: | ||||||||||||
| Net loss attributable to common shareholders | $ | (0.42 | ) | $ | (0.20 | ) | $ | (1.16 | ) | $ | (0.49 | ) |
| Weighted-average common and potential dilutive common shares<br><br><br>outstanding | 191,962 | 173,473 | 185,547 | 173,363 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
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<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net loss attributable to common shareholders | $ | (81,452 | ) | $ | (35,400 | ) | $ | (215,348 | ) | $ | (85,599 | ) |
| Noncontrolling interest in loss of Operating Partnership | (2,077 | ) | (5,454 | ) | (18,491 | ) | (13,212 | ) | ||||
| Depreciation and amortization expense of: | ||||||||||||
| Consolidated properties | 52,663 | 64,478 | 108,565 | 134,270 | ||||||||
| Unconsolidated affiliates | 14,020 | 11,462 | 27,530 | 22,128 | ||||||||
| Non-real estate assets | (812 | ) | (902 | ) | (1,729 | ) | (1,799 | ) | ||||
| Noncontrolling interests' share of depreciation and amortization in other<br><br><br>consolidated subsidiaries | (788 | ) | (2,648 | ) | (1,711 | ) | (4,805 | ) | ||||
| Loss on impairment | 13,274 | 41,608 | 146,918 | 66,433 | ||||||||
| (Gain) Loss on depreciable property | — | (4,599 | ) | 25 | (4,841 | ) | ||||||
| FFO allocable to Operating Partnership common unitholders | (5,172 | ) | 68,545 | 45,759 | 112,575 | |||||||
| Debt restructuring expenses ^(1)^ | 7,857 | — | 7,857 | — | ||||||||
| Litigation settlement, net of taxes ^(2)^ | — | — | — | 87,667 | ||||||||
| Non-cash default interest expense ^(3)^ | 2,203 | — | 2,893 | 542 | ||||||||
| Gain on extinguishment of debt ^(4)^ | — | — | — | (71,722 | ) | |||||||
| FFO allocable to Operating Partnership common unitholders, as<br><br><br>adjusted | $ | 4,888 | $ | 68,545 | $ | 56,509 | $ | 129,062 | ||||
| FFO per diluted share | $ | (0.03 | ) | $ | 0.34 | $ | 0.23 | $ | 0.56 | |||
| FFO, as adjusted, per diluted share | $ | 0.02 | $ | 0.34 | $ | 0.28 | $ | 0.64 | ||||
| Weighted-average common and potential dilutive common shares<br><br><br>outstanding with Operating Partnership units fully converted | 201,702 | 200,231 | 201,480 | 200,122 | ||||||||
| (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) | The six months ended June 30, 2019 is comprised of the accrued maximum expense related to the proposed settlement of a class action lawsuit. | |||||||||||
| --- | --- | |||||||||||
| (3) | The six months ended June 30, 2020 includes default interest expense related to Greenbrier Mall, Hickory Point Mall, Eastgate Mall, Asheville Mall, Burnsville Center and Park Plaza Mall. The six months ended June 30, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. | |||||||||||
| --- | --- | |||||||||||
| (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. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
The reconciliation of diluted EPS to FFO per diluted share is as follows:
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Diluted EPS attributable to common shareholders | $ | (0.42 | ) | $ | (0.20 | ) | $ | (1.16 | ) | $ | (0.49 | ) |
| Eliminate amounts per share excluded from FFO: | ||||||||||||
| Depreciation and amortization expense, including amounts from<br><br><br>consolidated properties, unconsolidated affiliates, non-real estate<br><br><br>assets and excluding amounts allocated to noncontrolling<br><br><br>interests | 0.32 | 0.36 | 0.66 | 0.75 | ||||||||
| Loss on impairment | 0.07 | 0.20 | 0.73 | 0.32 | ||||||||
| Gain on depreciable property | — | (0.02 | ) | — | (0.02 | ) | ||||||
| FFO per diluted share | $ | (0.03 | ) | $ | 0.34 | $ | 0.23 | $ | 0.56 |
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<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| FFO allocable to Operating Partnership common unitholders | $ | (5,172 | ) | $ | 68,545 | $ | 45,759 | $ | 112,575 | |||
| Percentage allocable to common shareholders ^(1)^ | 95.17 | % | 86.64 | % | 92.09 | % | 86.63 | % | ||||
| FFO allocable to common shareholders | $ | (4,922 | ) | $ | 59,387 | $ | 42,139 | $ | 97,524 | |||
| FFO allocable to Operating Partnership common unitholders, as<br><br><br>adjusted | $ | 4,888 | $ | 68,545 | $ | 56,509 | $ | 129,062 | ||||
| Percentage allocable to common shareholders ^(1)^ | 95.17 | % | 86.64 | % | 92.09 | % | 86.63 | % | ||||
| FFO allocable to common shareholders, as adjusted | $ | 4,652 | $ | 59,387 | $ | 52,039 | $ | 111,806 | ||||
| (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. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||||||||
| Lease termination fees | $ | 1,433 | $ | 1,073 | $ | 1,653 | $ | 2,090 | ||||
| Lease termination fees per share | $ | 0.01 | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||
| Straight-line rental income | $ | 27 | $ | 717 | $ | 919 | $ | 954 | ||||
| Straight-line rental income per share | $ | — | $ | — | $ | — | $ | — | ||||
| Gains on outparcel sales | $ | 2,623 | $ | 315 | $ | 2,788 | $ | 933 | ||||
| Gains on outparcel sales per share | $ | 0.01 | $ | — | $ | 0.01 | $ | — | ||||
| Net amortization of acquired above- and below-market leases | $ | 209 | $ | 691 | $ | 1,112 | $ | 1,499 | ||||
| Net amortization of acquired above- and below-market leases per share | $ | — | $ | — | $ | 0.01 | $ | 0.01 | ||||
| Net amortization of debt premiums and discounts | $ | 344 | $ | 325 | $ | 687 | $ | 649 | ||||
| Net amortization of debt premiums and discounts per share | $ | — | $ | — | $ | — | $ | — | ||||
| Income tax provision | $ | (16,117 | ) | $ | (813 | ) | $ | (16,643 | ) | $ | (952 | ) |
| Income tax provision per share | $ | (0.08 | ) | $ | — | $ | (0.08 | ) | $ | — | ||
| Gain on extinguishment of debt | $ | — | $ | — | $ | — | $ | 71,722 | ||||
| Gain on extinguishment of debt per share | $ | — | $ | — | $ | — | $ | 0.36 | ||||
| Non-cash default interest expense | $ | (2,203 | ) | $ | — | $ | (2,893 | ) | $ | (542 | ) | |
| Non-cash default interest expense per share | $ | (0.01 | ) | $ | — | $ | (0.01 | ) | $ | — | ||
| Abandoned projects expense | $ | (242 | ) | $ | (34 | ) | $ | (400 | ) | $ | (34 | ) |
| Abandoned projects expense per share | $ | — | $ | — | $ | — | $ | — | ||||
| Interest capitalized | $ | 366 | $ | 619 | $ | 1,092 | $ | 1,182 | ||||
| Interest capitalized per share | $ | — | $ | — | $ | 0.01 | $ | 0.01 | ||||
| Litigation settlement, net of taxes | $ | — | $ | — | $ | — | $ | (87,667 | ) | |||
| Litigation settlement, net of taxes per share | $ | — | $ | — | $ | — | $ | (0.44 | ) | |||
| Estimate of uncollectible revenues | $ | (41,484 | ) | $ | (103 | ) | $ | (44,623 | ) | $ | (1,783 | ) |
| Estimate of uncollectible revenues, per share | $ | (0.21 | ) | $ | — | $ | (0.22 | ) | $ | (0.01 | ) | |
| As of June 30, | ||||||||||||
| 2020 | 2019 | |||||||||||
| Straight-line rent receivable | $ | 55,930 | $ | 54,494 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
Same-center Net Operating Income
(Dollars in thousands)
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net loss | $ | (72,793 | ) | $ | (29,688 | ) | $ | (212,087 | ) | $ | (76,497 | ) |
| Adjustments: | ||||||||||||
| Depreciation and amortization | 52,663 | 64,478 | 108,565 | 134,270 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 14,020 | 11,462 | 27,530 | 22,128 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (788 | ) | (2,648 | ) | (1,711 | ) | (4,805 | ) | ||||
| Interest expense | 52,631 | 52,482 | 99,623 | 106,480 | ||||||||
| Interest expense from unconsolidated affiliates | 7,679 | 6,586 | 15,355 | 13,156 | ||||||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (574 | ) | (1,717 | ) | (1,156 | ) | (3,483 | ) | ||||
| Abandoned projects expense | 242 | 34 | 400 | 34 | ||||||||
| Gain on sales of real estate assets | (2,623 | ) | (5,527 | ) | (2,763 | ) | (5,755 | ) | ||||
| Gain on sales of real estate assets of unconsolidated affiliates | — | 3 | — | (627 | ) | |||||||
| Gain on extinguishment of debt | — | — | — | (71,722 | ) | |||||||
| Loss on impairment | 13,274 | 41,608 | 146,918 | 66,433 | ||||||||
| Litigation settlement | — | — | — | 88,150 | ||||||||
| Income tax provision | 16,117 | 813 | 16,643 | 952 | ||||||||
| Lease termination fees | (1,433 | ) | (1,073 | ) | (1,653 | ) | (2,090 | ) | ||||
| Straight-line rent and above- and below-market lease amortization | (236 | ) | (1,408 | ) | (2,031 | ) | (2,453 | ) | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 487 | 57 | 694 | 132 | ||||||||
| General and administrative expenses | 18,727 | 14,427 | 36,563 | 36,434 | ||||||||
| Management fees and non-property level revenues | (1,142 | ) | (4,118 | ) | (5,320 | ) | (6,784 | ) | ||||
| Operating Partnership's share of property NOI | 96,251 | 145,771 | 225,570 | 293,953 | ||||||||
| Non-comparable NOI | (5,523 | ) | (12,336 | ) | (13,222 | ) | (27,338 | ) | ||||
| Total same-center NOI ^(1)^ | $ | 90,728 | $ | 133,435 | $ | 212,348 | $ | 266,615 | ||||
| Total same-center NOI percentage change | (32.0 | )% | (20.4 | )% |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
Same-center Net Operating Income
(Continued)
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||
| Malls | $ | 78,660 | $ | 118,657 | $ | 186,013 | $ | 237,342 | ||
| Associated centers | 6,316 | 8,166 | 13,776 | 16,293 | ||||||
| Community centers | 4,508 | 5,595 | 10,105 | 10,762 | ||||||
| Offices and other | 1,244 | 1,017 | 2,454 | 2,218 | ||||||
| Total same-center NOI ^(1)^ | $ | 90,728 | $ | 133,435 | $ | 212,348 | $ | 266,615 | ||
| Percentage Change: | ||||||||||
| Malls | (33.7 | )% | (21.6 | )% | ||||||
| Associated centers | (22.7 | )% | (15.4 | )% | ||||||
| Community centers | (19.4 | )% | (6.1 | )% | ||||||
| Offices and other | 22.3 | % | 10.6 | % | ||||||
| Total same-center NOI ^(1)^ | (32.0 | )% | (20.4 | )% | ||||||
| (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, 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 June 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. | |||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020 and 2019
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
| As of June 30, 2020 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed Rate | Variable<br><br><br>Rate | Total per<br><br><br>Debt<br><br><br>Schedule | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>Costs | Total | |||||||||||
| Consolidated debt | $ | 2,596,241 | $ | 1,192,140 | $ | 3,788,381 | $ | (14,347 | ) | $ | 3,774,034 | ||||
| Noncontrolling interests' share of consolidated debt | (30,377 | ) | — | (30,377 | ) | 291 | (30,086 | ) | |||||||
| Company's share of unconsolidated affiliates' debt | 628,262 | 117,715 | 745,977 | (2,769 | ) | 743,208 | |||||||||
| Company's share of consolidated and unconsolidated debt | $ | 3,194,126 | $ | 1,309,855 | $ | 4,503,981 | $ | (16,825 | ) | $ | 4,487,156 | ||||
| Weighted-average interest rate | 5.07 | % | 2.49 | % | 4.32 | % | |||||||||
| As of June 30, 2019 | |||||||||||||||
| Fixed Rate | Variable<br><br><br>Rate | Total per<br><br><br>Debt<br><br><br>Schedule | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>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 | % |
Total Market Capitalization as of June 30, 2020
(In thousands, except stock price)
| Shares<br><br><br>Outstanding | Stock<br><br><br>Price ^(1)^ | |||
|---|---|---|---|---|
| Common stock and operating partnership units | 201,691 | $ | 0.27 | |
| 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 June 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<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Basic | Diluted | Basic | Diluted | |||||
| 2020: | ||||||||
| Weighted-average shares - EPS | 191,962 | 191,962 | 185,547 | 185,547 | ||||
| Weighted-average Operating Partnership units | 9,740 | 9,740 | 15,933 | 15,933 | ||||
| Weighted-average shares - FFO | 201,702 | 201,702 | 201,480 | 201,480 | ||||
| 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 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020 and 2019
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| December 31,<br><br><br>2019 | |||||
| ASSETS | |||||
| Real estate assets: | |||||
| Land | 719,497 | $ | 730,218 | ||
| Buildings and improvements | 5,285,259 | 5,631,831 | |||
| 6,004,756 | 6,362,049 | ||||
| Accumulated depreciation | (2,199,622 | ) | (2,349,404 | ) | |
| 3,805,134 | 4,012,645 | ||||
| Developments in progress | 30,600 | 49,351 | |||
| Net investment in real estate assets | 3,835,734 | 4,061,996 | |||
| Cash and cash equivalents | 123,388 | 32,816 | |||
| Available-for-sale securities - at fair value (amortized cost of 152,460 in 2020) | 152,418 | — | |||
| Receivables: | |||||
| Tenant | 125,930 | 75,252 | |||
| Other | 5,457 | 10,792 | |||
| Mortgage and other notes receivable | 2,729 | 4,662 | |||
| Investments in unconsolidated affiliates | 301,148 | 307,354 | |||
| Intangible lease assets and other assets | 108,355 | 129,474 | |||
| 4,655,159 | $ | 4,622,346 | |||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||
| Mortgage and other indebtedness, net | 3,774,034 | $ | 3,527,015 | ||
| Accounts payable and accrued liabilities | 227,147 | 231,306 | |||
| Total liabilities | 4,001,181 | 3,758,321 | |||
| Commitments and contingencies | |||||
| Redeemable noncontrolling interests | 525 | 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<br> outstanding | 18 | 18 | |||
| 6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares<br> outstanding | 7 | 7 | |||
| Common stock, .01 par value, 350,000,000 shares authorized, 191,951,454 and<br> 174,115,111 issued and outstanding in 2020 and 2019, respectively | 1,920 | 1,741 | |||
| Additional paid-in capital | 1,982,454 | 1,965,897 | |||
| Accumulated other comprehensive loss | (42 | ) | — | ||
| Dividends in excess of cumulative earnings | (1,354,253 | ) | (1,161,351 | ) | |
| Total shareholders' equity | 630,104 | 806,312 | |||
| Noncontrolling interests | 23,349 | 55,553 | |||
| Total equity | 653,453 | 861,865 | |||
| 4,655,159 | $ | 4,622,346 |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020 and 2019
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
| June 30, 2020 | December 31, 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS: | ||||||||||||
| Investment in real estate assets | $ | 2,324,956 | $ | 2,293,438 | ||||||||
| Accumulated depreciation | (835,032 | ) | (803,909 | ) | ||||||||
| 1,489,924 | 1,489,529 | |||||||||||
| Developments in progress | 47,761 | 46,503 | ||||||||||
| Net investment in real estate assets | 1,537,685 | 1,536,032 | ||||||||||
| Other assets | 170,711 | 154,427 | ||||||||||
| Total assets | $ | 1,708,396 | $ | 1,690,459 | ||||||||
| LIABILITIES: | ||||||||||||
| Mortgage and other indebtedness, net | $ | 1,432,269 | $ | 1,417,644 | ||||||||
| Other liabilities | 40,449 | 41,007 | ||||||||||
| Total liabilities | 1,472,718 | 1,458,651 | ||||||||||
| OWNERS' EQUITY: | ||||||||||||
| The Company | 150,542 | 149,376 | ||||||||||
| Other investors | 85,136 | 82,432 | ||||||||||
| Total owners' equity | 235,678 | 231,808 | ||||||||||
| Total liabilities and owners’ equity | $ | 1,708,396 | $ | 1,690,459 | ||||||||
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Total revenues | $ | 46,661 | $ | 54,230 | $ | 107,175 | $ | 110,097 | ||||
| Depreciation and amortization | (22,397 | ) | (20,869 | ) | (44,490 | ) | (40,226 | ) | ||||
| Operating expenses | (17,029 | ) | (16,118 | ) | (36,315 | ) | (33,039 | ) | ||||
| Interest and other income | 892 | 348 | 1,257 | 699 | ||||||||
| Interest expense | (14,638 | ) | (14,594 | ) | (29,095 | ) | (29,158 | ) | ||||
| Gain (loss) on sales of real estate assets | — | (4 | ) | — | 630 | |||||||
| Net income (loss) | $ | (6,511 | ) | $ | 2,993 | $ | (1,468 | ) | $ | 9,003 | ||
| Company's Share for the | Company's Share for the | |||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Total revenues | $ | 24,160 | $ | 27,335 | $ | 56,197 | $ | 55,208 | ||||
| Depreciation and amortization | (14,020 | ) | (11,462 | ) | (27,530 | ) | (22,128 | ) | ||||
| Operating expenses | (9,144 | ) | (7,653 | ) | (19,226 | ) | (15,854 | ) | ||||
| Interest and other income | 604 | 241 | 853 | 483 | ||||||||
| Interest expense | (7,679 | ) | (6,586 | ) | (15,355 | ) | (13,156 | ) | ||||
| Gain (loss) on sales of real estate assets | — | (3 | ) | — | 627 | |||||||
| Net income (loss) | $ | (6,079 | ) | $ | 1,872 | $ | (5,061 | ) | $ | 5,180 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, and the Company's share of abandoned projects expense, gain or loss on extinguishment of debt and litigation settlement, net of taxes.
The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net loss | $ | (72,793 | ) | $ | (29,688 | ) | $ | (212,087 | ) | $ | (76,497 | ) |
| Depreciation and amortization | 52,663 | 64,478 | 108,565 | 134,270 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 14,020 | 11,462 | 27,530 | 22,128 | ||||||||
| Interest expense | 52,631 | 52,482 | 99,623 | 106,480 | ||||||||
| Interest expense from unconsolidated affiliates | 7,679 | 6,586 | 15,355 | 13,156 | ||||||||
| Income taxes | 16,129 | 1,197 | 16,652 | 1,444 | ||||||||
| Loss on impairment | 13,274 | 41,608 | 146,918 | 66,433 | ||||||||
| (Gain) loss on depreciable property | — | (5,096 | ) | 25 | (5,338 | ) | ||||||
| EBITDAre ^(1)^ | 83,603 | 143,029 | 202,581 | 262,076 | ||||||||
| Gain on extinguishment of debt | — | — | — | (71,722 | ) | |||||||
| Litigation settlement, net of taxes | — | — | — | 88,150 | ||||||||
| Abandoned projects | 242 | 34 | 400 | 34 | ||||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 487 | 57 | 694 | 132 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | (788 | ) | (2,648 | ) | (1,711 | ) | (4,805 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (574 | ) | (1,717 | ) | (1,156 | ) | (3,483 | ) | ||||
| Company's share of Adjusted EBITDAre | $ | 82,970 | $ | 138,755 | $ | 200,808 | $ | 270,382 | ||||
| (1) | Includes $2,623 and $429 for the three months ended June 30, 2020 and 2019, respectively, and $2,788 and $1,044 for the six months ended June 30, 2020 and 2019, respectively, related to sales of non-depreciable real estate assets. | |||||||||||
| --- | --- | |||||||||||
| Interest Expense: | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest expense | $ | 52,631 | $ | 52,482 | $ | 99,623 | $ | 106,480 | ||||
| Interest expense from unconsolidated affiliates | 7,679 | 6,586 | 15,355 | 13,156 | ||||||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (574 | ) | (1,717 | ) | (1,156 | ) | (3,483 | ) | ||||
| Company's share of interest expense | $ | 59,736 | $ | 57,351 | $ | 113,822 | $ | 116,153 | ||||
| Ratio of Adjusted EBITDAre to Interest Expense | 1.4 | x | 2.4 | x | 1.8 | x | 2.3 | x | ||||
| Three Months Ended | Six Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, | June 30, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Company's share of Adjusted EBITDAre | $ | 82,970 | $ | 138,755 | $ | 200,808 | $ | 270,382 | ||||
| Interest expense | (52,631 | ) | (52,482 | ) | (99,623 | ) | (106,480 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | 574 | 1,717 | 1,156 | 3,483 | ||||||||
| Income taxes | (16,129 | ) | (1,197 | ) | (16,652 | ) | (1,444 | ) | ||||
| Net amortization of deferred financing costs, debt premiums and<br><br><br>discounts | 2,605 | 2,002 | 4,595 | 4,306 | ||||||||
| Net amortization of intangible lease assets and liabilities | (66 | ) | (520 | ) | (753 | ) | (1,071 | ) | ||||
| Depreciation and interest expense from unconsolidated affiliates | (21,699 | ) | (18,048 | ) | (42,885 | ) | (35,284 | ) | ||||
| Litigation settlement, net of taxes | — | — | — | (88,150 | ) | |||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | 788 | 2,648 | 1,711 | 4,805 | ||||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | (487 | ) | (57 | ) | (694 | ) | (132 | ) | ||||
| Gain on outparcel sales | (2,623 | ) | (431 | ) | (2,788 | ) | (417 | ) | ||||
| (Gain) loss on insurance proceeds | — | 269 | (511 | ) | (421 | ) | ||||||
| Equity in earnings (losses) of unconsolidated affiliates | 6,079 | (1,872 | ) | 5,061 | (5,180 | ) | ||||||
| Distributions of earnings from unconsolidated affiliates | (438 | ) | 5,649 | 3,797 | 11,320 | |||||||
| Share-based compensation expense | 748 | 895 | 2,293 | 2,938 | ||||||||
| Change in estimate of uncollectable rental revenues | 39,643 | 152 | 41,955 | 1,692 | ||||||||
| Change in deferred tax assets | 15,835 | 27 | 15,596 | 90 | ||||||||
| Changes in operating assets and liabilities | (55,527 | ) | (6,963 | ) | (74,696 | ) | 65,595 | |||||
| Cash flows provided by (used in) operating activities | $ | (358 | ) | $ | 70,544 | $ | 38,370 | $ | 126,032 |
Components of Consolidated Rental Revenues
The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Minimum rents | $ | 114,966 | $ | 132,155 | $ | 234,691 | $ | 269,713 | ||||
| Percentage rents | 660 | 3,082 | 2,299 | 5,324 | ||||||||
| Other rents | (27 | ) | 2,518 | 1,949 | 4,526 | |||||||
| Tenant reimbursements | 41,534 | 47,790 | 83,148 | 98,502 | ||||||||
| Estimate of uncollectable amounts | (36,911 | ) | (152 | ) | (40,692 | ) | (1,692 | ) | ||||
| Total rental revenues | $ | 120,222 | $ | 185,393 | $ | 281,395 | $ | 376,373 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands)
| Property | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance | Balance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | Variable | ||||||||||||||
| Operating Properties: | |||||||||||||||
| Greenbrier Mall (1) | Dec-19 | 5.41 | % | $ | 64,501 | $ | 64,501 | $ | — | ||||||
| Hickory Point Mall (1) | Dec-19 | 5.85 | % | 27,446 | 27,446 | — | |||||||||
| Burnsville Center | Jul-20 | 6.00 | % | 64,233 | 64,233 | — | |||||||||
| Parkdale Mall & Crossing | Mar-21 | 5.85 | % | 74,645 | 74,645 | — | |||||||||
| EastGate Mall | Apr-21 | 5.83 | % | 31,952 | 31,952 | — | |||||||||
| Hamilton Crossing & Expansion | Apr-21 | 5.99 | % | 8,366 | 8,366 | — | |||||||||
| Park Plaza Mall | Apr-21 | 5.28 | % | 77,577 | 77,577 | — | |||||||||
| Fayette Mall | May-21 | 5.42 | % | 144,516 | 144,516 | — | |||||||||
| The Outlet Shoppes at Laredo | May-21 | 2.82 | % | 41,500 | — | 41,500 | |||||||||
| Alamance Crossing - East | Jul-21 | 5.83 | % | 44,058 | 44,058 | — | |||||||||
| Asheville Mall | Sep-21 | 5.80 | % | 63,041 | 63,041 | — | |||||||||
| Cross Creek Mall | Jan-22 | 4.54 | % | 109,111 | 109,111 | — | |||||||||
| Northwoods Mall | Apr-22 | 5.08 | % | 63,038 | 63,038 | — | |||||||||
| Arbor Place | May-22 | 5.10 | % | 105,634 | 105,634 | — | |||||||||
| CBL Center | Jun-22 | 5.00 | % | 16,597 | 16,597 | — | |||||||||
| Jefferson Mall | Jun-22 | 4.75 | % | 61,452 | 61,452 | — | |||||||||
| Southpark Mall | Jun-22 | 4.85 | % | 57,743 | 57,743 | — | |||||||||
| WestGate Mall | Jul-22 | 4.99 | % | 32,183 | 32,183 | — | |||||||||
| Volusia Mall | May-24 | 4.56 | % | 47,825 | 47,825 | — | |||||||||
| The Outlet Shoppes at Gettysburg | Oct-25 | 4.80 | % | 36,872 | 36,872 | — | |||||||||
| Hamilton Place | Jun-26 | 4.36 | % | 99,437 | 99,437 | — | |||||||||
| Total Loans On Operating<br> Properties | 1,271,727 | 1,230,227 | 41,500 | ||||||||||||
| Weighted-average interest rate | 5.11 | % | 5.19 | % | 2.82 | % | |||||||||
| Construction Loan: | |||||||||||||||
| Brookfield Square Anchor Redevelopment | Oct-21 | Oct-22 | 3.07 | % | 27,215 | — | 27,215 | ||||||||
| Operating Partnership Debt: | |||||||||||||||
| Secured credit facility: | |||||||||||||||
| Secured line of credit (685,000 capacity) | Jul-23 | 2.42 | % | 675,925 | — | 675,925 | |||||||||
| Secured term loan | Jul-23 | 2.42 | % | 447,500 | — | 447,500 | |||||||||
| Senior unsecured notes: | |||||||||||||||
| Senior unsecured 5.25% notes | Dec-23 | 5.25 | % | 450,000 | 450,000 | — | |||||||||
| Senior unsecured 5.25% notes (discount) | Dec-23 | 5.25 | % | (1,861 | ) | (1,861 | ) | — | |||||||
| Senior unsecured 4.60% notes | Oct-24 | 4.60 | % | 300,000 | 300,000 | — | |||||||||
| Senior unsecured 4.60% notes (discount) | Oct-24 | 4.60 | % | (36 | ) | (36 | ) | — | |||||||
| Senior unsecured 5.95% notes | Dec-26 | 5.95 | % | 625,000 | 625,000 | — | |||||||||
| Senior unsecured 5.95% notes (discount) | Dec-26 | 5.95 | % | (7,089 | ) | (7,089 | ) | — | |||||||
| 1,366,014 | 1,366,014 | — |
All values are in US Dollars.
| Property | Location | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance | Balance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Consolidated Debt | $ | 3,788,381 | ^(2)^ | $ | 2,596,241 | $ | 1,192,140 | ||||||||||||
| Weighted-average interest rate | 4.41 | % | 5.31 | % | 2.45 | % | |||||||||||||
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | |||||||||||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Jul-20 | 2.67 | % | $ | 9,182 | ^(3)^ | $ | — | $ | 9,182 | ||||||||
| Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Aug-20 | 3.74 | % | 9,360 | ^(4)^ | 9,360 | — | |||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | Oct-20 | Oct-22 | 2.94 | % | 17,594 | — | 17,594 | |||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-21 | Feb-23 | 2.42 | % | 20,283 | — | 20,283 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-21 | Feb-23 | 2.42 | % | 7,301 | — | 7,301 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-21 | Feb-23 | 2.42 | % | 26,896 | — | 26,896 | |||||||||||
| Springs at Port Orange | Port Orange, FL | Dec-21 | 2.52 | % | 13,982 | — | 13,982 | ||||||||||||
| York Town Center | York, PA | Feb-22 | 4.90 | % | 15,236 | 15,236 | — | ||||||||||||
| York Town Center - Pier 1 | York, PA | Feb-22 | 4.90 | % | 594 | — | 594 | ||||||||||||
| Eastgate Mall - Self-Storage | Cincinnati, OH | Dec-22 | 2.92 | % | 3,219 | — | 3,219 | ||||||||||||
| West County Center | Des Peres, MO | Dec-22 | 3.40 | % | 86,359 | 86,359 | — | ||||||||||||
| Friendly Shopping Center | Greensboro, NC | Apr-23 | 3.48 | % | 45,757 | 45,757 | — | ||||||||||||
| Mid Rivers Mall - Self Storage | St. Peters, MO | Apr-23 | 4.33 | % | 2,921 | — | 2,921 | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 30,000 | 30,000 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-23 | 3.22 | % | 28,079 | ^(5)^ | 28,079 | — | |||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 35,447 | ^^ | 35,447 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 4.10 | % | 4,680 | ^^ | — | 4,680 | |||||||||||
| Parkdale Self Storage | Beaumont, TX | Jul-24 | 5.25 | % | 5,483 | — | 5,483 | ||||||||||||
| Coastal Grand | Myrtle Beach, SC | Aug-24 | 4.09 | % | 53,481 | 53,481 | — | ||||||||||||
| Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 2,581 | 2,581 | — | ||||||||||||
| Hamilton Place Self Storage | Chattanooga, TN | Sep-24 | 2.92 | % | 5,146 | — | 5,146 | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 1,568 | 1,568 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 2.62 | % | 434 | — | 434 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 34,664 | 34,664 | — | ||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 131,486 | 131,486 | — | ||||||||||||
| Fremaux Town Center - Phase I | Slidell, LA | Jun-26 | 3.70 | % | 42,577 | 42,577 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 75,088 | 75,088 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 36,579 | 36,579 | — | ||||||||||||
| SUBTOTAL | 745,977 | ^(2)^ | 628,262 | 117,715 | |||||||||||||||
| Less Noncontrolling Interests'<br><br><br>Share Of Consolidated Debt: | |||||||||||||||||||
| Hamilton Crossing & Expansion | Chattanooga, TN | 8 | % | Apr-21 | 5.99 | % | (669 | ) | (669 | ) | — | ||||||||
| CBL Center | Chattanooga, TN | 8 | % | Jun-22 | 5.00 | % | (1,328 | ) | (1,328 | ) | — | ||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | 50 | % | Oct-25 | 4.80 | % | (18,436 | ) | (18,436 | ) | — | ||||||||
| Hamilton Place | Chattanooga, TN | 10 | % | Jun-26 | 4.36 | % | (9,944 | ) | (9,944 | ) | — | ||||||||
| (30,377 | ) | ^(2)^ | (30,377 | ) | — | ||||||||||||||
| Company's Share Of Consolidated And Unconsolidated Debt | $ | 4,503,981 | ^(2)^ | $ | 3,194,126 | $ | 1,309,855 | ||||||||||||
| Weighted-average interest rate | 4.32 | % | 5.07 | % | 2.49 | % | |||||||||||||
| Property | Location | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Total Debt of Unconsolidated Affiliates: | |||||||||||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Jul-20 | 2.67 | % | $ | 9,182 | ^(3)^ | $ | — | $ | 9,182 | ||||||||
| Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Aug-20 | 3.74 | % | 9,360 | ^(4)^ | 9,360 | — | |||||||||||
| Shoppes at Eagle Point Cookeville | Cookeville, TN | Oct-20 | Oct-22 | 2.94 | % | 35,189 | ^^ | — | 35,189 | ||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-21 | Feb-23 | 2.42 | % | 40,567 | — | 40,567 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-21 | Feb-23 | 2.42 | % | 14,603 | — | 14,603 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-21 | Feb-23 | 2.42 | % | 53,792 | — | 53,792 | |||||||||||
| Springs at Port Orange | Port Orange, FL | Dec-21 | 2.52 | % | 32,138 | — | 32,138 | ||||||||||||
| York Town Center | York, PA | Feb-22 | 4.90 | % | 30,476 | 30,476 | — | ||||||||||||
| York Town Center - Pier 1 | York, PA | Feb-22 | 4.90 | % | 1,187 | — | 1,187 | ||||||||||||
| Eastgate Mall - Self-Storage Development | Cincinnati, OH | Dec-22 | 2.92 | % | 6,439 | — | 6,439 | ||||||||||||
| West County Center | Des Peres, MO | Dec-22 | 3.40 | % | 172,718 | 172,718 | — | ||||||||||||
| Friendly Shopping Center | Greensboro, NC | Apr-23 | 3.48 | % | 91,515 | 91,515 | — | ||||||||||||
| Mid Rivers Self Storage | St. Peters, MO | Apr-23 | 4.33 | % | 5,843 | — | 5,843 | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 60,000 | 60,000 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-23 | 3.22 | % | 43,199 | ^(5)^ | 43,199 | — | |||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 70,893 | ^^ | 70,893 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 4.10 | % | 4,680 | ^^ | — | 4,680 | |||||||||||
| Parkdale Self Storage | Beaumont, TX | Jul-24 | 5.25 | % | 5,483 | — | 5,483 | ||||||||||||
| Coastal Grand | Myrtle Beach, SC | Aug-24 | 4.09 | % | 106,961 | 106,961 | — | ||||||||||||
| Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 5,161 | 5,161 | — | ||||||||||||
| Hamilton Place Self Storage | Chattanooga, TN | Sep-24 | 2.92 | % | 5,146 | — | 5,146 | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 3,136 | 3,136 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 2.62 | % | 868 | — | 868 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 69,327 | 69,327 | — | ||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 262,971 | 262,971 | — | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 65,503 | 65,503 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 150,176 | 150,176 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 73,158 | 73,158 | — | ||||||||||||
| $ | 1,429,671 | $ | 1,214,554 | $ | 215,117 | ||||||||||||||
| Weighted-average interest rate | 3.85 | % | 4.05 | % | 2.73 | % | |||||||||||||
| (1) | The loan is in default. The Company is in discussion with the lender. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | See page 13 for unamortized deferred financing costs. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | In July 2020, the maturity date was extended to October 2020. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | The joint venture has an interest rate swap on a notional amount of $9,360, amortizing to $9,360 over the term of the swap, related to Ambassador Town Center Infrastructure Improvements to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (5) | The joint venture has an interest rate swap on a notional amount of $43,199, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. | ||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands)
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
| Year | Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated and<br><br><br>Unconsolidated<br><br><br>Debt | % of Total | Weighted<br><br><br>Average<br><br><br>Interest<br><br><br>Rate | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 ^(1)^ | $ | 91,947 | $ | — | $ | — | $ | 91,947 | 2.04 | % | 5.54 | % | |||||
| 2020 | 64,233 | 18,542 | — | 82,775 | 1.84 | % | 5.38 | % | |||||||||
| 2021 | 485,655 | 13,981 | (669 | ) | 498,967 | 11.08 | % | 5.28 | % | ||||||||
| 2022 | 472,973 | 123,003 | (1,328 | ) | 594,648 | 13.20 | % | 4.50 | % | ||||||||
| 2023 | 1,573,425 | 201,364 | — | 1,774,789 | 39.40 | % | 3.25 | % | |||||||||
| 2024 | 347,825 | 103,357 | — | 451,182 | 10.02 | % | 4.48 | % | |||||||||
| 2025 | 36,872 | 131,486 | (18,436 | ) | 149,922 | 3.33 | % | 4.07 | % | ||||||||
| 2026 | 724,437 | 42,577 | (9,944 | ) | 757,070 | 16.81 | % | 5.63 | % | ||||||||
| 2028 | — | 111,667 | — | 111,667 | 2.48 | % | 4.93 | % | |||||||||
| Face Amount of Debt | 3,797,367 | 745,977 | (30,377 | ) | 4,512,967 | 100.20 | % | 4.31 | % | ||||||||
| Discounts | (8,986 | ) | — | — | (8,986 | ) | (0.20 | )% | — | % | |||||||
| Total | $ | 3,788,381 | $ | 745,977 | $ | (30,377 | ) | $ | 4,503,981 | 100.00 | % | 4.31 | % | ||||
| Based on Original Maturity Dates: | |||||||||||||||||
| Year | Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated and<br><br><br>Unconsolidated<br><br><br>Debt | % of Total | Weighted<br><br><br>Average<br><br><br>Interest<br><br><br>Rate | |||||||||||
| 2019 ^(1)^ | $ | 91,947 | $ | — | $ | — | $ | 91,947 | 2.04 | % | 5.54 | % | |||||
| 2020 | 64,233 | 36,136 | — | 100,369 | 2.23 | % | 4.95 | % | |||||||||
| 2021 | 512,870 | 68,461 | (669 | ) | 580,662 | 12.89 | % | 4.91 | % | ||||||||
| 2022 | 445,758 | 105,409 | (1,328 | ) | 549,839 | 12.21 | % | 4.63 | % | ||||||||
| 2023 | 1,573,425 | 146,884 | — | 1,720,309 | 38.20 | % | 3.27 | % | |||||||||
| 2024 | 347,825 | 103,357 | — | 451,182 | 10.02 | % | 4.48 | % | |||||||||
| 2025 | 36,872 | 131,486 | (18,436 | ) | 149,922 | 3.32 | % | 4.07 | % | ||||||||
| 2026 | 724,437 | 42,577 | (9,944 | ) | 757,070 | 16.81 | % | 5.63 | % | ||||||||
| 2028 | — | 111,667 | — | 111,667 | 2.48 | % | 4.93 | % | |||||||||
| Face Amount of Debt | 3,797,367 | 745,977 | (30,377 | ) | 4,512,967 | 100.20 | % | 4.31 | % | ||||||||
| Discounts | (8,986 | ) | — | — | (8,986 | ) | (0.20 | )% | — | % | |||||||
| Total | $ | 3,788,381 | $ | 745,977 | $ | (30,377 | ) | $ | 4,503,981 | 100.00 | % | 4.31 | % | ||||
| (1) | Represents two non-recourse loans that are in default. | ||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
| Debt Covenant Compliance Ratios ^(1)^ | Required | Actual | ||
|---|---|---|---|---|
| Total debt to total assets | < 60% | 56 | % | |
| Secured debt to total assets | < 40% | 36 | % | |
| Total unencumbered assets to unsecured debt | > 150% | 191 | % | |
| Consolidated income available for debt service to<br><br><br>annual debt service charge | > 1.5x | 2.4 | x | |
| Minimum debt yield on outstanding balance ^(2)^ | > 10% | 11.1 | % | |
| (1) | The debt covenant compliance ratios for the secured line of credit, the secured term loan and the senior unsecured notes are defined and computed on the same basis. | |||
| --- | --- |
(2)The minimum debt yield on outstanding balance debt covenant compliance ratio only applies to the secured credit facility.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Unencumbered Consolidated Portfolio Statistics
| Sales Per Square<br><br><br>Foot for the Twelve Months<br><br><br>Ended ^(1) (2)^ | Occupancy ^(2)^ | % of Consolidated<br><br><br>Unencumbered<br><br><br>NOI for<br><br><br>the Six Months Ended | ^^ | ^^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 6/30/20 | ^(3)^ | 6/30/19 | 6/30/20 | 6/30/19 | 6/30/20 | ^(4^ | ^)^ | ||||||||
| Unencumbered consolidated Properties: | |||||||||||||||
| Tier 1 Malls | $ | 375 | 88.8 | % | 83.1 | % | 19.2 | % | ^(5^ | ^)^ | |||||
| Tier 2 Malls | 337 | 80.7 | % | 86.2 | % | 34.5 | % | ||||||||
| Tier 3 Malls | 278 | 82.6 | % | 86.5 | % | 23.9 | % | ||||||||
| Total Malls | N/A | 320 | 82.9 | % | 85.8 | % | 77.6 | % | |||||||
| Total Associated Centers | N/A | N/A | 90.9 | % | 96.1 | % | 16.3 | % | |||||||
| Total Community Centers | N/A | N/A | 98.8 | % | 99.4 | % | 5.3 | % | |||||||
| Total Office Buildings & Other | N/A | N/A | 100.0 | % | 86.7 | % | 0.8 | % | |||||||
| Total Unencumbered Consolidated Portfolio | N/A | $ | 320 | 86.3 | % | 89.8 | % | 100.0 | % | ||||||
| (1) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Operating metrics are included for unencumbered consolidated operating properties and do not include sales or occupancy of unencumbered parcels. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | Due to the temporary mall and store closures that occurred during the second quarter 2020, 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 quarter or trailing twelve months | ||||||||||||||
| --- | --- | ||||||||||||||
| (4) | Our consolidated unencumbered properties generated approximately 34.7% of total consolidated NOI of $176,749,047 (which excludes NOI related to dispositions) for the six months ended June 30, 2020. | ||||||||||||||
| --- | --- | ||||||||||||||
| (5) | NOI is derived from unencumbered Tier One Malls as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been redeveloped. | ||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Mall Portfolio Statistics
| TIER 1<br>Sales ≥ 375 per square foot | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Six Months Ended | ||||||||||||||
| 6/30/20 | ^(3^ | ^)^ | 6/30/19 | 6/30/20 | 6/30/19 | 6/30/20 | ^(4^ | ^)^ | ||||||||||
| Coastal Grand | 1,037,502 | |||||||||||||||||
| CoolSprings Galleria | 1,166,328 | |||||||||||||||||
| Cross Creek Mall | 790,613 | |||||||||||||||||
| Fayette Mall | 1,158,534 | |||||||||||||||||
| Friendly Center and The Shops at<br> Friendly | 1,367,790 | |||||||||||||||||
| Hamilton Place | 1,160,603 | |||||||||||||||||
| Hanes Mall | 1,435,164 | |||||||||||||||||
| Imperial Valley | 762,695 | |||||||||||||||||
| Jefferson Mall | 783,639 | |||||||||||||||||
| Mall del Norte | 1,219,244 | |||||||||||||||||
| Northwoods Mall | 748,273 | |||||||||||||||||
| Oak Park Mall | 1,518,420 | |||||||||||||||||
| Old Hickory Mall | 538,641 | |||||||||||||||||
| Parkway Place | 647,808 | |||||||||||||||||
| The Outlet Shoppes at Atlanta | 404,906 | |||||||||||||||||
| The Outlet Shoppes at El Paso | 433,046 | |||||||||||||||||
| The Outlet Shoppes of the Bluegrass | 428,060 | |||||||||||||||||
| Richland Mall | 693,448 | |||||||||||||||||
| Southpark Mall | 675,644 | |||||||||||||||||
| St. Clair Square | 1,067,611 | |||||||||||||||||
| Sunrise Mall | 799,379 | |||||||||||||||||
| West County Center | 1,198,304 | |||||||||||||||||
| Total Tier 1 Malls | 20,035,652 | N/A | $ | 451 | 91.0 | % | 91.5 | % | 46.7 | % |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Mall Portfolio Statistics (continued)
| TIER 2<br>Sales of ≥ 300 to < 375 per square foot | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Six Months Ended | ||||||||||||||
| 6/30/20 | ^(3^ | ^)^ | 6/30/19 | 6/30/20 | 6/30/19 | 6/30/20 | ^(4^ | ^)^ | ||||||||||
| Arbor Place | 1,162,064 | |||||||||||||||||
| Dakota Square Mall | 757,513 | |||||||||||||||||
| East Towne Mall | 801,252 | |||||||||||||||||
| Frontier Mall | 523,709 | |||||||||||||||||
| Governor's Square | 689,770 | |||||||||||||||||
| Harford Mall | 503,774 | |||||||||||||||||
| Kirkwood Mall | 815,440 | |||||||||||||||||
| Layton Hills Mall | 482,120 | |||||||||||||||||
| Mayfaire Town Center | 650,760 | |||||||||||||||||
| Northpark Mall | 896,044 | |||||||||||||||||
| The Outlet Shoppes at Laredo (5) | 358,122 | |||||||||||||||||
| Parkdale Mall | 1,151,375 | |||||||||||||||||
| Pearland Town Center | 663,791 | |||||||||||||||||
| Post Oak Mall | 787,554 | |||||||||||||||||
| South County Center | 1,028,623 | |||||||||||||||||
| Southaven Towne Center | 607,529 | |||||||||||||||||
| Turtle Creek Mall | 844,981 | |||||||||||||||||
| Valley View Mall | 859,254 | |||||||||||||||||
| Volusia Mall | 1,060,283 | |||||||||||||||||
| West Towne Mall | 829,719 | |||||||||||||||||
| WestGate Mall | 950,781 | |||||||||||||||||
| Westmoreland Mall | 976,689 | |||||||||||||||||
| York Galleria | 756,703 | |||||||||||||||||
| Total Tier 2 Malls | 18,157,850 | N/A | $ | 342 | 84.8 | % | 86.3 | % | 33.0 | % |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Mall Portfolio Statistics (continued)
| TIER 3<br>Sales < 300 per square foot | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Six Months Ended | ||||||||||||||
| 6/30/20 | ^(3^ | ^)^ | 6/30/19 | 6/30/20 | 6/30/19 | 6/30/20 | ^(4^ | ^)^ | ||||||||||
| Alamance Crossing | 904,706 | |||||||||||||||||
| Brookfield Square | 864,321 | |||||||||||||||||
| CherryVale Mall | 870,655 | |||||||||||||||||
| Eastland Mall | 732,651 | |||||||||||||||||
| Kentucky Oaks Mall | 778,723 | |||||||||||||||||
| Laurel Park Place | 491,211 | |||||||||||||||||
| Meridian Mall | 944,176 | |||||||||||||||||
| Mid Rivers Mall | 1,035,802 | |||||||||||||||||
| Monroeville Mall | 985,069 | |||||||||||||||||
| Northgate Mall | 660,790 | |||||||||||||||||
| The Outlet Shoppes at Gettysburg | 249,937 | |||||||||||||||||
| Stroud Mall | 414,441 | |||||||||||||||||
| Total Tier 3 Malls | 8,932,482 | N/A | $ | 274 | 79.9 | % | 84.9 | % | 13.3 | % | ||||||||
| Total Mall Portfolio | 47,125,984 | N/A | $ | 383 | 86.6 | % | 88.3 | % | 93.0 | % |
All values are in US Dollars.
| Excluded Malls ^(6)^ | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Category | Location | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Six Months Ended | |||||||
| 6/30/20 | 6/30/19 | 6/30/20 | 6/30/19 | 6/30/20 | ^(4^ | ^)^ | |||||||
| Lender Malls: | |||||||||||||
| Asheville Mall | Lender | Asheville, NC | 973,371 | ||||||||||
| Burnsville Center | Lender | Burnsville, MN | 1,045,056 | ||||||||||
| EastGate Mall | Lender | Cincinnati, OH | 837,554 | ||||||||||
| Greenbrier Mall | Lender | Chesapeake, VA | 897,040 | ||||||||||
| Hickory Point Mall | Lender | Forsyth, IL | 727,848 | ||||||||||
| Park Plaza | Lender | Little Rock, AR | 543,037 | ||||||||||
| Total Excluded Malls | 5,023,906 | N/A | N/A | N/A | N/A | 7.0 | % | ||||||
| (1) | Total Center Square Footage includes square footage of shops, owned and leased adjacent junior anchors and anchor locations and leased freestanding locations immediately adjacent to the center. | ||||||||||||
| --- | --- | ||||||||||||
| (2) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. | ||||||||||||
| --- | --- | ||||||||||||
| (3) | Due to the temporary mall and store closures that occurred during the second quarter 2020, 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 quarter or trailing twelve months. | ||||||||||||
| --- | --- | ||||||||||||
| (4) | Based on total mall NOI of $199,665,845 for the malls listed in the table above for the six months ended June 30, 2020. | ||||||||||||
| --- | --- | ||||||||||||
| (5) | The Outlet Shoppes at Laredo is a non-stabilized mall and is excluded from Sales Per Square Foot. | ||||||||||||
| --- | --- | ||||||||||||
| (6) | Excluded Malls represent Lender Malls, for which operational metrics are excluded, and are malls which we are working or intend to work with the lender on the terms of the loan secured by the related property, or after attempting a restructure, we have determined that the property no longer meets our criteria for long-term investment. | ||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
| Property Type | Square<br><br><br>Feet | Prior Gross<br><br><br>Rent PSF | New Initial<br><br><br>Gross Rent<br><br><br>PSF | % Change<br><br><br>Initial | New Average<br><br><br>Gross Rent<br><br><br>PSF^(1)^ | % Change<br><br><br>Average | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter: | ||||||||||||||
| All Property Types ^(2)^ | 77,127 | $ | 28.55 | $ | 27.00 | (5.4 | )% | $ | 28.09 | (1.6 | )% | |||
| Stabilized Malls | 51,365 | 32.19 | 30.91 | (4.0 | )% | 32.46 | 0.8 | % | ||||||
| New leases | 2,490 | 47.45 | 54.12 | 14.1 | % | 57.37 | 20.9 | % | ||||||
| Renewal leases | 48,875 | 31.42 | 29.73 | (5.4 | )% | 31.19 | (0.7 | )% | ||||||
| Year-to-Date: | ||||||||||||||
| All Property Types ^(2)^ | 537,651 | $ | 28.06 | $ | 25.75 | (8.2 | )% | $ | 26.22 | (6.6 | )% | |||
| Stabilized Malls | 496,089 | 28.21 | 25.93 | (8.1 | )% | 26.41 | (6.4 | )% | ||||||
| New leases | 51,694 | 23.67 | 29.42 | 24.3 | % | 30.89 | 30.5 | % | ||||||
| Renewal leases | 444,395 | 28.74 | 25.53 | (11.2 | )% | 25.88 | (10.0 | )% | ||||||
| Average Annual Base Rents Per Square Foot ^(3)^ By Property Type For Small Shop Space Less Than 10,000 Square Feet: | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Total Leasing Activity: | ||||||||||||||
| Square<br><br><br>Feet | As of June 30, | |||||||||||||
| Quarter: | 2020 | 2019 | ||||||||||||
| Operating portfolio: | Same-center stabilized malls | $ | 32.14 | $ | 32.50 | |||||||||
| New leases | 141,751 | Stabilized malls | 32.24 | 32.48 | ||||||||||
| Renewal leases | 133,671 | Non-stabilized malls ^(4)^ | 24.74 | 24.65 | ||||||||||
| Total leased | 275,422 | Associated centers | 14.32 | 13.85 | ||||||||||
| Year-to-Date: | Community centers | 16.97 | 16.65 | |||||||||||
| Operating Portfolio: | Office buildings | 19.16 | 17.94 | |||||||||||
| New leases | 420,117 | |||||||||||||
| Renewal leases | 766,431 | |||||||||||||
| Development Portfolio: | ||||||||||||||
| New leases | 7,929 | |||||||||||||
| Total leased | 1,194,477 | |||||||||||||
| (1) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Includes stabilized malls, associated centers, community centers and other. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | Average annual base rents per square foot are based on contractual rents in effect as of June 30, 2020, including the impact of any rent concessions. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size. | |||||||||||||
| --- | --- | |||||||||||||
| (4) | Includes The Outlet Shoppes at Laredo as of June 30, 2020 and June 30, 2019. | |||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Six Months Ended June 30, 2020 Based on Commencement Date
| Number<br><br><br>of<br><br><br>Leases | Square<br><br><br>Feet | Term<br><br><br>(in<br><br><br>years) | Initial<br><br><br>Rent<br><br><br>PSF | Average<br><br><br>Rent<br><br><br>PSF | Expiring<br><br><br>Rent<br><br><br>PSF | Initial Rent<br><br><br>Spread | Average Rent<br><br><br>Spread | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commencement 2020: | ||||||||||||||||||||||
| New | 68 | 232,843 | 7.50 | $ | 29.33 | $ | 30.88 | $ | 23.98 | $ | 5.35 | 22.3 | % | $ | 6.90 | 28.8 | % | |||||
| Renewal | 320 | 1,022,993 | 2.64 | 27.58 | 27.81 | 32.03 | (4.45 | ) | (13.9 | )% | (4.22 | ) | (13.2 | )% | ||||||||
| Commencement 2020 Total | 388 | 1,255,836 | 3.49 | 27.90 | 28.38 | 30.66 | (2.76 | ) | (9.0 | )% | (2.28 | ) | (7.4 | )% | ||||||||
| Commencement 2021: | ||||||||||||||||||||||
| Renewal | 45 | 158,020 | 3.27 | 34.89 | 35.78 | 34.33 | 0.56 | 1.6 | % | 1.45 | 4.2 | % | ||||||||||
| Commencement 2021 Total | 45 | 158,020 | 3.27 | 34.89 | 35.78 | 34.33 | 0.56 | 1.6 | % | 1.45 | 4.2 | % | ||||||||||
| Total 2020/2021 | 433 | 1,413,856 | 3.47 | $ | 28.68 | $ | 29.21 | $ | 31.07 | $ | (2.39 | ) | (7.7 | )% | $ | (1.86 | ) | (6.0 | )% |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Top 25 Tenants Based On Percentage Of Total Annualized Revenues
| Tenant | Number of<br><br><br>Stores | Square<br><br><br>Feet | Percentage<br><br><br>of Total<br><br><br>Revenues ^(1)^ | |||||
|---|---|---|---|---|---|---|---|---|
| 1 | L Brands, Inc. ^(2)^ | 125 | 747,962 | 4.50 | % | |||
| 2 | Signet Group plc ^(3)^ | 138 | 208,515 | 3.10 | % | |||
| 3 | Foot Locker, Inc. | 105 | 495,639 | 3.01 | % | |||
| 4 | American Eagle Outfitters, Inc | 65 | 408,252 | 2.34 | % | |||
| 5 | Dick's Sporting Goods, Inc. ^(4)^ | 26 | 1,442,904 | 1.80 | % | |||
| 6 | Genesco Inc. ^(5)^ | 98 | 189,525 | 1.56 | % | |||
| 7 | H & M Hennes & Mauritz AB | 44 | 934,787 | 1.55 | % | |||
| 8 | Ascena Retail Group, Inc. ^(6)^ | 108 | 513,137 | 1.52 | % | |||
| 9 | Luxottica Group S.P.A. ^(7)^ | 99 | 226,732 | 1.37 | % | |||
| 10 | Finish Line, Inc. | 37 | 197,329 | 1.32 | % | |||
| 11 | The Gap Inc. | 49 | 565,959 | 1.26 | % | |||
| 12 | The Buckle, Inc. | 42 | 217,907 | 1.05 | % | |||
| 13 | Express Fashions | 33 | 271,404 | 1.05 | % | |||
| 14 | Forever 21 Retail, Inc. | 19 | 353,805 | 1.05 | % | |||
| 15 | Abercrombie & Fitch, Co. | 36 | 241,823 | 1.00 | % | |||
| 16 | Shoe Show, Inc. | 41 | 504,331 | 0.98 | % | |||
| 17 | Hot Topic, Inc. | 95 | 222,140 | 0.92 | % | |||
| 18 | Cinemark Corp. | 9 | 467,190 | 0.91 | % | |||
| 19 | Barnes & Noble Inc. | 16 | 485,305 | 0.86 | % | |||
| 20 | JC Penney Co. Inc. ^(8)^ | 46 | 5,630,812 | 0.84 | % | |||
| 21 | The Children's Place, Inc. | 40 | 177,036 | 0.80 | % | |||
| 22 | Claire's Stores, Inc. | 75 | 94,554 | 0.79 | % | |||
| 23 | Macy's Inc. | 31 | 4,401,176 | 0.68 | % | |||
| 24 | Spencer Spirit Holdings, Inc. | 50 | 113,194 | 0.65 | % | |||
| 25 | Chick-fil-A, Inc. | 34 | 57,157 | 0.64 | % | |||
| 1,461 | 19,168,575 | 35.55 | % | |||||
| (1) | Includes the Company's proportionate share of revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms. | |||||||
| --- | --- | |||||||
| (2) | L Brands, Inc. operates Bath & Body Works, PINK and Victoria's Secret. | |||||||
| --- | --- | |||||||
| (3) | Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds and Rogers Jewelers. Zales, Peoples and Piercing Pagoda are also operating under Signet. | |||||||
| --- | --- | |||||||
| (4) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy, and Field & Stream stores. | |||||||
| --- | --- | |||||||
| (5) | Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Hat Zone, and Clubhouse stores. | |||||||
| --- | --- | |||||||
| (6) | Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Dressbarn, Maurices, Lane Bryant, LOFT and Lou & Grey. | |||||||
| --- | --- | |||||||
| (7) | Luxottica Group, S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. | |||||||
| --- | --- | |||||||
| (8) | JC Penney Company, Inc. owns 31 of these stores. | |||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Six Months Ended June 30, 2020
Capital Expenditures
(In thousands)
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Tenant allowances ^(1)^ | $ | 1,360 | $ | 8,796 | $ | 8,578 | $ | 11,050 |
| Deferred maintenance: ^(2)^ | ||||||||
| Parking lot and parking lot lighting | 15 | 126 | 270 | 214 | ||||
| Roof repairs and replacements | 1,748 | 2,612 | 1,899 | 2,674 | ||||
| Other capital expenditures | 645 | 5,898 | 3,841 | 9,484 | ||||
| Total deferred maintenance expenditures | 2,408 | 8,636 | 6,010 | 12,372 | ||||
| Total capital expenditures | $ | 3,768 | $ | 17,432 | $ | 14,588 | $ | 23,422 |
| (1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. | |||||||
| --- | --- | |||||||
| (2) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen year period. | |||||||
| --- | --- |
Deferred Leasing Costs Capitalized
(In thousands)
| 2020 | 2019 | |||
|---|---|---|---|---|
| Quarter ended: | ||||
| March 31, | $ | 773 | $ | 565 |
| June 30, | 157 | 444 | ||
| September 30, | 790 | |||
| December 31, | 498 | |||
| $ | 930 | $ | 2,297 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
Properties Opened During the Six Months Ended June 30, 2020
(Dollars in thousands)
| CBL's Share of | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | CBL<br><br><br>Ownership<br><br><br>Interest | Total<br><br><br>Project<br><br><br>Square Feet | Total<br><br><br>Cost ^(1)^ | Cost to<br><br><br>Date ^(2)^ | 2019<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||||
| Outparcel Development: | ||||||||||||||
| Fremaux Town Center - Old Navy | Slidell, LA | 90% | 12,467 | $ | 1,919 | $ | 1,553 | $ | 100 | May-20 | 9.2 | % | ||
| Parkdale Mall - Self-storage ^(3)(4)^ | Beaumont, TX | 50% | 69,341 | 4,435 | 3,543 | 1,039 | Apr-20 | 10.2 | % | |||||
| Total Properties Opened | 81,808 | $ | 6,354 | $ | 5,096 | 1,139 | ||||||||
| (1) | Total Cost is presented net of reimbursements to be received. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | Yield is based on expected yield upon stabilization. | |||||||||||||
| --- | --- | |||||||||||||
| (4) | Total cost includes an allocated value for the Company’s land contribution. | |||||||||||||
| --- | --- |
Redevelopments Completed During the Six Months Ended June 30, 2020
(Dollars in thousands)
| CBL's Share of | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | CBL<br><br><br>Ownership<br><br><br>Interest | Total<br><br><br>Project<br><br><br>Square Feet | Total<br><br><br>Cost ^(1)^ | Cost to<br><br><br>Date ^(2)^ | 2020<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||||
| Mall Redevelopments: | ||||||||||||||
| CherryVale Mall - Sears Redevelopment (Tilt) | Rockford, IL | 100% | 114,118 | $ | 3,508 | $ | 2,981 | $ | 78 | Jun-20 | 8.3 | % | ||
| Dakota Square Mall - Herbergers Redevelopment (Ross/shops) | Minot, ND | 100% | 30,096 | 6,410 | 4,537 | 188 | Jan-20 | 7.2 | % | |||||
| Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dicks Sporting Goods/Dave & Buster's/Office) ^(3)^ | Chattanooga, TN | 100% | 195,166 | 38,715 | 28,327 | 2,471 | Mar-20 | 7.8 | % | |||||
| Mall del Norte - Forever 21 Redevelopment (Main Event) | Laredo, TX | 100% | 81,242 | 10,514 | 6,674 | 1,016 | Sep-19/Feb-20 | 9.3 | % | |||||
| The Promenade - (Five Below/Carter's) | D'Iberville, MS | 100% | 14,007 | 2,832 | 2,263 | 251 | Feb-20/Apr-20 | 11.4 | % | |||||
| Total Redevelopments Completed | 434,629 | $ | 61,979 | $ | 44,782 | $ | 4,004 | |||||||
| (1) | Total Cost is presented net of reimbursements to be received. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017. | |||||||||||||
| --- | --- |
Properties Under Development at June 30, 2020
(Dollars in thousands)
| CBL's Share of | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | CBL<br><br><br>Ownership<br><br><br>Interest | Total<br><br><br>Project<br><br><br>Square Feet | Total<br><br><br>Cost ^(1)^ | Cost to<br><br><br>Date ^(2)^ | 2020<br><br><br>Cost | Expected<br><br><br>Opening<br><br><br>Date ^(3)^ | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||||
| Outparcel Developments: | ||||||||||||||
| Hamilton Place - Self Storage ^(4)(5)^ | Chattanooga, TN | 60% | 68,875 | $ | 5,824 | $ | 3,639 | $ | 2,520 | Q3 '20 | 8.7 | % | ||
| Hamilton Place Development - Aloft Hotel ^(5)^ | Chattanooga, TN | 50% | 89,674 | 12,000 | 4,742 | 4,099 | Q1 '21 | 9.2 | % | |||||
| Mayfaire Town Center - First Watch | Wilmington, NC | 100% | 6,300 | 2,267 | 1,437 | 1,071 | Q3 '20 | 10.1 | % | |||||
| Pearland Town Center - HCA Offices | Pearland, TX | 100% | 48,416 | 14,186 | 3,148 | 2,291 | Q1 '21 | 11.8 | % | |||||
| 213,265 | 34,277 | 12,966 | 9,981 | |||||||||||
| Mall Redevelopments: | ||||||||||||||
| Coastal Grand - Dick's Sporting Goods/Golf Galaxy | Myrtle Beach, SC | 50% | 132,727 | 7,050 | 4,452 | 3,386 | Q3 '20 | 11.6 | % | |||||
| Westmoreland Mall - JC Penney Redevelopment (Chipotle) | Greensburg, PA | 100% | 2,300 | 1,017 | 1,085 | 840 | Q3 '20 | 9.4 | % | |||||
| 135,027 | 8,067 | 5,537 | 4,226 | |||||||||||
| Total Properties Under<br><br><br>Development | 348,292 | $ | 42,344 | $ | 18,503 | $ | 14,207 | |||||||
| (1) | Total Cost is presented net of reimbursements to be received. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | As a result of government mandated construction halts due to the COVID-19 pandemic, opening dates may change from what is currently reflected. | |||||||||||||
| --- | --- | |||||||||||||
| (4) | Yield is based on expected yield upon stabilization. | |||||||||||||
| --- | --- | |||||||||||||
| (5) | Total cost includes an allocated value for the Company’s land contribution. | |||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of June 30, 2020
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans
| TIER 1<br>Sales ≥ 375 per square foot | |||
|---|---|---|---|
| Property | Sears Status as of June 30, 2020 ^(1)^ | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| Coastal Grand | Open (O) | Owned by Sears. | |
| CoolSprings Galleria | Redeveloped in 2015. | ||
| Cross Creek Mall | Construction on hold | Executed lease with Rooms to Go and restaurants. Construction on hold. | |
| Fayette Mall | Redeveloped in 2016. | ||
| Friendly Center and The Shops at Friendly | Open (O) | Owned by Sears. Whole Foods sub-leases 1/3 of the box. | |
| Hanes Mall | Closed (O) | Owned by 3rd Party. Novant Health, Inc. purchased Sears and Sear TBA for future medical office. | |
| Hamilton Place | Cheesecake Factory Open. Dick's Sporting Goods, Dave & Busters opened March '20 and Malone's (opening TBD). Under Construction with Aloft hotel (opening '21). | ||
| Imperial Valley Mall | Closed (O) | Owned by Seritage. Hobby Lobby executed. | |
| Jefferson Mall | Closed | Purchased in Jan 2017 sale-leaseback for future redevelopment. Under negotiation with restaurants/sporting goods/other users. | |
| Mall del Norte | Closing (O) | Owned by Sears. | |
| Northwoods Mall | Owned by Seritage. Redeveloped with Burlington. | ||
| Oak Park Mall | |||
| Old Hickory Mall | Closed | Actively leasing. | |
| Parkway Place | |||
| Richland Mall | Sears sold location to Dillard's in 2018. Dillard's opened. | ||
| St. Clair Square | Closed (O) | Building Owned by Sears. Under negotiation with entertainment user. | |
| The Outlet Shoppes at Atlanta | |||
| The Outlet Shoppes at El Paso | |||
| The Outlet Shoppes of the Bluegrass | |||
| Southpark Mall | Closed | Actively leasing. | |
| Sunrise Mall | Closed (O) | Sears sold to 3rd Party Developer. Entertainment user OFS and fitness user with executed lease. | |
| West County Center |
All values are in US Dollars.
| TIER 2<br>Sales ≥ 300 to < 375 per square foot | |||
|---|---|---|---|
| Property | Sears Status as of June 30, 2020 ^(1)^ | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| Arbor Place | Closed (O) | Sears sold to 3rd Party Developer for redevelopment. Under negotiation with entertainment/fitness. | |
| Dakota Square Mall | Closed | Under negotiation with several prospects. | Ross Dress For Less Opened. |
| East Towne Mall | Closing (O) | Owned by Sears. | Owned by Third Party. Under negotiation with non-retail use. |
| Frontier Mall | Jax Outdoor Gear purchased location (O) and opened November 2019. | ||
| Governor's Square | Closed | 50/50 Joint Venture Property. Under negotiation/LOIs with tenants. | |
| Harford Mall | Closed | Under negotiations with sporting goods and entertainment users. | |
| Kirkwood Mall | Leases executed with restaurants. Construction expected in 2020. | ||
| Layton Hills Mall | |||
| Mayfaire Town Center | |||
| Northpark Mall | Closing (O) | Building owned by Sears. | |
| The Outlet Shoppes at Laredo | |||
| Parkdale Mall | Closing (O) | Owned by Sears. | |
| Pearland Town Center | |||
| Post Oak Mall | Under Construction | Location purchased from Sears by third party. Conn's under construction. Fitness under negotiation. | |
| South County Center | Closed | Executed lease with Round 1. Construction TBD. Sears still paying rent under ground lease. | |
| Southaven Towne Center | |||
| Turtle Creek Mall | Closed (O) | Owned by Sears. | |
| Valley View Mall | Closed (O) | Owned by Sears. Under negotiation with sporting goods/entertainment. | |
| Volusia Mall | Closed (O) | Sears sold to 3rd Party Developer for redevelopment. | |
| WestGate Mall | Closed (O) | Sears sold to 3rd Party Developer for redevelopment. Non-retail under negotiation. | |
| Westmoreland Mall | Closed (O) | Building owned by Sears. Potential for non-retail. | Stadium Casino construction on hold during pandemic. Est. 2021 opening. |
| York Galleria | Under Construction | Hollywood Casino construction on hold during pandemic. Est. 2021 opening. | Owned by Third Party. Under contract for sale to non-retail use. |
| West Towne Mall | Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby under construction - opening 2021. | Von Maur opening 2022. |
All values are in US Dollars.
| TIER 3<br>Sales < 300 per square foot | |||
|---|---|---|---|
| Property | Sears Status as of June 30, 2020 ^(1)^ | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| Alamance Crossing | |||
| Brookfield Square | Grand Opening held 10/19: Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's. Convention center/hotel opened. | Owned by Third Party. LOI with new use. | |
| CherryVale Mall | Tilt opened Q2 '20. | ChoiceHome Furniture. | |
| Eastland Mall | Closed | Actively leasing. | Actively leasing. |
| Kentucky Oaks Mall | Owned by Seritage. Burlington and Ross Dress for Less opened. | 50/50 JV asset. HomeGoods and Five Below opened November 2019. | |
| Laurel Park Place | Dunham's Sports opened November 2019. | ||
| Meridian Mall | High Caliber Karts opened fall 2019. Actively leasing Women's store. | ||
| Mid Rivers Mall | Closed (O) | Owned by Sears. | |
| Monroeville Mall | |||
| Northgate Mall | Closed (O) | Building under LOI to third party for non-retail use. | |
| The Outlet Shoppes at Gettysburg | |||
| Stroud Mall | EFO Furniture Outlet Opened February 2020. | Shoprite opened October 2019. |
All values are in US Dollars.
| (1) | Sears boxes owned by the department store or a third party are noted with the following symbol next to the status (O). |
|---|
36