Delaware
|
(CBL & ASSOCIATES PROPERTIES, INC.)
|
|
62-1545718
|
Delaware
|
(CBL & ASSOCIATES LIMITED PARTNERSHIP)
|
|
62-1542285
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
CBL & Associates Properties, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
CBL & Associates Limited Partnership
|
|
Yes
|
☒
|
No
|
☐
|
CBL & Associates Properties, Inc.
|
|
Yes
|
☒
|
No
|
☐
|
CBL & Associates Limited Partnership
|
|
Yes
|
☒
|
No
|
☐
|
CBL & Associates Properties, Inc.
|
|
Yes
|
☐
|
No
|
☒
|
CBL & Associates Limited Partnership
|
|
Yes
|
☐
|
No
|
☒
|
Title of each Class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
Common Stock, $0.01 par value
|
CBL
|
New York Stock Exchange
|
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value
|
CBLprD
|
New York Stock Exchange
|
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value
|
CBLprE
|
New York Stock Exchange
|
•
|
enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
condensed consolidated financial statements;
|
•
|
•
|
•
|
information concerning unregistered sales of equity securities and use of proceeds in Item 2 of Part II of this report; and
|
•
|
certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
CBL & Associates Properties, Inc.
|
||
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
CBL & Associates Limited Partnership
|
||
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As of September 30, 2019, includes $484,345 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $346,999 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.
|
|
|
|
Equity
|
||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance, January 1, 2018
|
$
|
8,835
|
|
|
$
|
25
|
|
|
$
|
1,711
|
|
|
$
|
1,974,537
|
|
|
$
|
(836,269
|
)
|
|
$
|
1,140,004
|
|
|
$
|
96,474
|
|
|
$
|
1,236,478
|
|
Net income (loss)
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
903
|
|
|
903
|
|
|
(1,470
|
)
|
|
(567
|
)
|
||||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,380
|
|
|
70,380
|
|
|
—
|
|
|
70,380
|
|
||||||||
Dividends declared - common stock ($0.200 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,531
|
)
|
|
(34,531
|
)
|
|
—
|
|
|
(34,531
|
)
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
Issuances of 700,534 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
7
|
|
|
734
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
741
|
|
||||||||
Conversion of 915,338 Operating Partnership common units into shares of common stock
|
—
|
|
|
—
|
|
|
9
|
|
|
3,050
|
|
|
—
|
|
|
3,059
|
|
|
(3,059
|
)
|
|
—
|
|
||||||||
Cancellation of 47,867 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,196
|
|
|
—
|
|
|
1,196
|
|
|
—
|
|
|
1,196
|
|
||||||||
Adjustment for noncontrolling interests
|
1,399
|
|
|
—
|
|
|
—
|
|
|
(11,737
|
)
|
|
—
|
|
|
(11,737
|
)
|
|
10,338
|
|
|
(1,399
|
)
|
||||||||
Adjustment to record redeemable noncontrolling interests at redemption value
|
(2,530
|
)
|
|
—
|
|
|
—
|
|
|
2,203
|
|
|
—
|
|
|
2,203
|
|
|
328
|
|
|
2,531
|
|
||||||||
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,804
|
)
|
|
(7,804
|
)
|
||||||||
Balance, March 31, 2018
|
6,467
|
|
|
25
|
|
|
1,727
|
|
|
1,970,169
|
|
|
(810,740
|
)
|
|
1,161,181
|
|
|
94,807
|
|
|
1,255,988
|
|
||||||||
Net loss
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,797
|
)
|
|
(23,797
|
)
|
|
(5,855
|
)
|
|
(29,652
|
)
|
||||||||
Dividends declared - common stock ($0.200 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,532
|
)
|
|
(34,532
|
)
|
|
—
|
|
|
(34,532
|
)
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
Issuances of 8,579 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
Redemption of Operating Partnership common units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,246
|
)
|
|
(2,246
|
)
|
||||||||
Cancellation of 3,654 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|
275
|
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
814
|
|
|
—
|
|
|
814
|
|
|
—
|
|
|
814
|
|
||||||||
Adjustment for noncontrolling interests
|
829
|
|
|
—
|
|
|
—
|
|
|
(2,300
|
)
|
|
—
|
|
|
(2,300
|
)
|
|
1,469
|
|
|
(831
|
)
|
||||||||
Adjustment to record redeemable noncontrolling interests at redemption value
|
2,865
|
|
|
—
|
|
|
—
|
|
|
(2,501
|
)
|
|
—
|
|
|
(2,501
|
)
|
|
(363
|
)
|
|
(2,864
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,859
|
|
|
7,859
|
|
||||||||
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,169
|
)
|
|
(7,169
|
)
|
||||||||
Balance, June 30, 2018
|
8,694
|
|
|
25
|
|
|
1,727
|
|
|
1,966,491
|
|
|
(880,292
|
)
|
|
1,087,951
|
|
|
88,502
|
|
|
1,176,453
|
|
Net loss
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,367
|
)
|
|
(1,367
|
)
|
|
(1,507
|
)
|
|
(2,874
|
)
|
||||||||
Dividends declared - common stock ($0.200 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,534
|
)
|
|
(34,534
|
)
|
|
—
|
|
|
(34,534
|
)
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
Issuances of 7,177 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||||
Cancellation of 5,012 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
||||||||
Forfeiture of performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
(250
|
)
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
836
|
|
|
—
|
|
|
836
|
|
|
—
|
|
|
836
|
|
||||||||
Adjustment for noncontrolling interests
|
805
|
|
|
—
|
|
|
—
|
|
|
(1,292
|
)
|
|
—
|
|
|
(1,292
|
)
|
|
489
|
|
|
(803
|
)
|
||||||||
Adjustment to record redeemable noncontrolling interests at redemption value
|
(2,031
|
)
|
|
—
|
|
|
—
|
|
|
1,772
|
|
|
—
|
|
|
1,772
|
|
|
257
|
|
|
2,029
|
|
||||||||
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,466
|
)
|
|
(8,466
|
)
|
||||||||
Balance, September 30, 2018
|
$
|
6,228
|
|
|
$
|
25
|
|
|
$
|
1,727
|
|
|
$
|
1,967,882
|
|
|
$
|
(927,416
|
)
|
|
$
|
1,042,218
|
|
|
$
|
79,275
|
|
|
$
|
1,121,493
|
|
|
|
|
Equity
|
||||||||||||||||||||||||||||
|
|
|
Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Dividends in
Excess of
Cumulative
Earnings
|
|
Total
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance, January 1, 2019
|
$
|
3,575
|
|
|
$
|
25
|
|
|
$
|
1,727
|
|
|
$
|
1,968,280
|
|
|
$
|
(1,005,895
|
)
|
|
$
|
964,137
|
|
|
$
|
68,028
|
|
|
$
|
1,032,165
|
|
Net loss
|
(453
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,976
|
)
|
|
(38,976
|
)
|
|
(7,380
|
)
|
|
(46,356
|
)
|
||||||||
Dividends declared - common stock ($0.075 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,010
|
)
|
|
(13,010
|
)
|
|
—
|
|
|
(13,010
|
)
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
Issuances of 863,174 shares of common stock
and restricted common stock |
—
|
|
|
—
|
|
|
9
|
|
|
708
|
|
|
—
|
|
|
717
|
|
|
—
|
|
|
717
|
|
||||||||
Cancellation of 57,656 shares of restricted common stock
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(133
|
)
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
(134
|
)
|
||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
||||||||
Adjustment for noncontrolling interests
|
1,038
|
|
|
—
|
|
|
—
|
|
|
(2,356
|
)
|
|
—
|
|
|
(2,356
|
)
|
|
1,318
|
|
|
(1,038
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455
|
|
|
455
|
|
||||||||
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,450
|
)
|
|
(4,450
|
)
|
||||||||
Balance, March 31, 2019
|
3,017
|
|
|
25
|
|
|
1,735
|
|
|
1,967,845
|
|
|
(1,069,104
|
)
|
|
900,501
|
|
|
57,971
|
|
|
958,472
|
|
||||||||
Net loss
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,177
|
)
|
|
(24,177
|
)
|
|
(5,194
|
)
|
|
(29,371
|
)
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
Issuances of 15,634 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||||
Cancellation of 5,717 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
312
|
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
587
|
|
|
—
|
|
|
587
|
|
|
—
|
|
|
587
|
|
||||||||
Adjustment for noncontrolling interests
|
1,130
|
|
|
—
|
|
|
—
|
|
|
(2,211
|
)
|
|
—
|
|
|
(2,211
|
)
|
|
1,081
|
|
|
(1,130
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,148
|
|
|
4,148
|
|
||||||||
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,225
|
)
|
|
(3,225
|
)
|
||||||||
Balance, June 30, 2019
|
2,687
|
|
|
25
|
|
|
1,735
|
|
|
1,966,549
|
|
|
(1,104,504
|
)
|
|
863,805
|
|
|
54,781
|
|
|
918,586
|
|
Net loss
|
(811
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,893
|
)
|
|
(78,893
|
)
|
|
(12,330
|
)
|
|
(91,223
|
)
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
||||||||
Issuances of 1,681 shares of common stock and restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Cancellation of 4,310 shares of restricted common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
||||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
591
|
|
||||||||
Adjustment for noncontrolling interests
|
1,131
|
|
|
—
|
|
|
—
|
|
|
(2,221
|
)
|
|
—
|
|
|
(2,221
|
)
|
|
1,089
|
|
|
(1,132
|
)
|
||||||||
Distributions to noncontrolling interests
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,857
|
)
|
|
(2,857
|
)
|
||||||||
Deconsolidation of investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,270
|
)
|
|
(4,270
|
)
|
||||||||
Balance, September 30, 2019
|
$
|
1,864
|
|
|
$
|
25
|
|
|
$
|
1,735
|
|
|
$
|
1,965,230
|
|
|
$
|
(1,194,620
|
)
|
|
$
|
772,370
|
|
|
$
|
36,413
|
|
|
$
|
808,783
|
|
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
Net loss
|
$
|
(168,531
|
)
|
|
$
|
(33,608
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
198,438
|
|
|
217,261
|
|
||
Net amortization of deferred financing costs, debt premiums and discounts
|
6,328
|
|
|
5,451
|
|
||
Net amortization of intangible lease assets and liabilities
|
(1,212
|
)
|
|
198
|
|
||
Gain on sales of real estate assets
|
(13,811
|
)
|
|
(15,998
|
)
|
||
Gain on insurance proceeds
|
(421
|
)
|
|
—
|
|
||
Gain on investments/deconsolidation
|
(11,174
|
)
|
|
(387
|
)
|
||
Write-off of development projects
|
41
|
|
|
377
|
|
||
Share-based compensation expense
|
3,838
|
|
|
4,310
|
|
||
Loss on impairment
|
202,121
|
|
|
84,644
|
|
||
Gain on extinguishment of debt
|
(71,722
|
)
|
|
—
|
|
||
Equity in earnings of unconsolidated affiliates
|
(3,421
|
)
|
|
(9,869
|
)
|
||
Distributions of earnings from unconsolidated affiliates
|
15,635
|
|
|
12,574
|
|
||
Change in estimate of uncollectable rental revenues
|
1,504
|
|
|
3,273
|
|
||
Change in deferred tax accounts
|
1,026
|
|
|
(2,706
|
)
|
||
Changes in:
|
|
|
|
|
|||
Tenant and other receivables
|
(2,926
|
)
|
|
3,493
|
|
||
Other assets
|
(5,541
|
)
|
|
(4,640
|
)
|
||
Accounts payable and accrued liabilities
|
75,071
|
|
|
16,034
|
|
||
Net cash provided by operating activities
|
225,243
|
|
|
280,407
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to real estate assets
|
(90,436
|
)
|
|
(107,981
|
)
|
||
Acquisitions of real estate assets
|
—
|
|
|
(3,301
|
)
|
||
Proceeds from sales of real estate assets
|
128,364
|
|
|
70,419
|
|
||
Proceeds from disposal of investment
|
9,225
|
|
|
—
|
|
||
Proceeds from insurance
|
740
|
|
|
—
|
|
||
Payments received on mortgage and other notes receivable
|
1,853
|
|
|
775
|
|
||
Additional investments in and advances to unconsolidated affiliates
|
(2,634
|
)
|
|
(2,243
|
)
|
||
Distributions in excess of equity in earnings of unconsolidated affiliates
|
11,255
|
|
|
33,909
|
|
||
Changes in other assets
|
(2,497
|
)
|
|
(5,903
|
)
|
||
Net cash provided by (used in) investing activities
|
55,870
|
|
|
(14,325
|
)
|
(1)
|
Included in intangible lease assets and other assets in the condensed consolidated balance sheets.
|
ASSETS (1)
|
September 30,
2019 |
|
December 31,
2018 |
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
741,060
|
|
|
$
|
793,944
|
|
Buildings and improvements
|
5,819,655
|
|
|
6,414,886
|
|
||
|
6,560,715
|
|
|
7,208,830
|
|
||
Accumulated depreciation
|
(2,404,565
|
)
|
|
(2,493,082
|
)
|
||
|
4,156,150
|
|
|
4,715,748
|
|
||
Held for sale
|
—
|
|
|
30,971
|
|
||
Developments in progress
|
63,891
|
|
|
38,807
|
|
||
Net investment in real estate assets
|
4,220,041
|
|
|
4,785,526
|
|
||
Cash and cash equivalents
|
34,562
|
|
|
25,138
|
|
||
Receivables:
|
|
|
|
|
|
||
Tenant, net of allowance for doubtful accounts of $2,337 in 2018
|
76,947
|
|
|
77,788
|
|
||
Other, net of allowance for doubtful accounts of $838 in 2018
|
6,528
|
|
|
7,462
|
|
||
Mortgage and other notes receivable
|
5,818
|
|
|
7,672
|
|
||
Investments in unconsolidated affiliates
|
280,466
|
|
|
284,086
|
|
||
Intangible lease assets and other assets
|
145,917
|
|
|
153,545
|
|
||
|
$
|
4,770,279
|
|
|
$
|
5,341,217
|
|
|
|
|
|
||||
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
|
|
|
|
|
|
||
Mortgage and other indebtedness, net
|
$
|
3,699,007
|
|
|
$
|
4,043,180
|
|
Accounts payable and accrued liabilities
|
260,335
|
|
|
218,288
|
|
||
Liabilities related to assets held for sale
|
—
|
|
|
43,716
|
|
||
Total liabilities (1)
|
3,959,342
|
|
|
4,305,184
|
|
||
|
|
|
|
|
|||
Redeemable common units
|
1,864
|
|
|
3,575
|
|
||
Partners' capital:
|
|
|
|
|
|
||
Preferred units
|
565,212
|
|
|
565,212
|
|
||
Common units:
|
|
|
|
||||
General partner
|
2,388
|
|
|
4,628
|
|
||
Limited partners
|
233,339
|
|
|
450,507
|
|
||
Total partners' capital
|
800,939
|
|
|
1,020,347
|
|
||
Noncontrolling interests
|
8,134
|
|
|
12,111
|
|
||
Total capital
|
809,073
|
|
|
1,032,458
|
|
||
|
$
|
4,770,279
|
|
|
$
|
5,341,217
|
|
(1)
|
As of September 30, 2019, includes $484,345 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $346,999 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7.
|
|
|
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Redeemable
Common
Units
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Total
Partners'
Capital
|
|
Noncontrolling
Interests
|
|
Total
Capital
|
||||||||||||||||
Balance, January 1, 2018
|
|
$
|
8,835
|
|
|
25,050
|
|
|
199,297
|
|
|
$
|
565,212
|
|
|
$
|
6,735
|
|
|
$
|
655,120
|
|
|
$
|
1,227,067
|
|
|
$
|
9,701
|
|
|
$
|
1,236,768
|
|
Net income (loss)
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(122
|
)
|
|
(11,769
|
)
|
|
(668
|
)
|
|
101
|
|
|
(567
|
)
|
|||||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
722
|
|
|
69,658
|
|
|
70,380
|
|
|
—
|
|
|
70,380
|
|
|||||||
Distributions declared - common units ($0.209 per unit)
|
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(40,215
|
)
|
|
(40,617
|
)
|
|
—
|
|
|
(40,617
|
)
|
|||||||
Distributions declared - preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
Issuances of common units
|
|
—
|
|
|
—
|
|
|
701
|
|
|
—
|
|
|
—
|
|
|
741
|
|
|
741
|
|
|
—
|
|
|
741
|
|
|||||||
Cancellation of restricted common stock
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|||||||
Performance stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
415
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|||||||
Amortization of deferred compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
1,184
|
|
|
1,196
|
|
|
—
|
|
|
1,196
|
|
|||||||
Allocation of partners' capital
|
|
1,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(1,353
|
)
|
|
(1,401
|
)
|
|
—
|
|
|
(1,401
|
)
|
|||||||
Adjustment to record redeemable interests at redemption value
|
|
(2,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
2,505
|
|
|
2,531
|
|
|
—
|
|
|
2,531
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,718
|
)
|
|
(1,718
|
)
|
|||||||
Balance, March 31, 2018
|
|
6,467
|
|
|
25,050
|
|
|
199,950
|
|
|
565,212
|
|
|
6,927
|
|
|
676,053
|
|
|
1,248,192
|
|
|
8,084
|
|
|
1,256,276
|
|
|||||||
Net loss
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(415
|
)
|
|
(39,966
|
)
|
|
(29,158
|
)
|
|
(494
|
)
|
|
(29,652
|
)
|
|||||||
Distributions declared - common units ($0.209 per unit)
|
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(403
|
)
|
|
(40,110
|
)
|
|
(40,513
|
)
|
|
—
|
|
|
(40,513
|
)
|
|||||||
Distributions declared - preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
Issuances of common units
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||||
Redemptions of common units
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
(2,246
|
)
|
|
(2,246
|
)
|
|
—
|
|
|
(2,246
|
)
|
|||||||
Cancellation of restricted common stock
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Performance stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
272
|
|
|
275
|
|
|
—
|
|
|
275
|
|
|||||||
Amortization of deferred compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
805
|
|
|
814
|
|
|
—
|
|
|
814
|
|
|||||||
Allocation of partners' capital
|
|
829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(805
|
)
|
|
(823
|
)
|
|
—
|
|
|
(823
|
)
|
|||||||
Adjustment to record redeemable interests at redemption value
|
|
2,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(2,835
|
)
|
|
(2,864
|
)
|
|
—
|
|
|
(2,864
|
)
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,859
|
|
|
7,859
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,188
|
)
|
|
(1,188
|
)
|
|||||||
Balance, June 30, 2018
|
|
8,694
|
|
|
25,050
|
|
|
199,428
|
|
|
565,212
|
|
|
6,074
|
|
|
591,202
|
|
|
1,162,488
|
|
|
14,261
|
|
|
1,176,749
|
|
Net loss
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(145
|
)
|
|
(13,976
|
)
|
|
(2,898
|
)
|
|
24
|
|
|
(2,874
|
)
|
|||||||
Distributions declared - common units ($0.209 per unit)
|
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(40,111
|
)
|
|
(40,513
|
)
|
|
—
|
|
|
(40,513
|
)
|
|||||||
Distributions declared - preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
Issuances of common units
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||||
Cancellation of restricted common stock
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||||||
Performance stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
296
|
|
|
299
|
|
|
—
|
|
|
299
|
|
|||||||
Forfeiture of performance stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(247
|
)
|
|
(250
|
)
|
|
—
|
|
|
(250
|
)
|
|||||||
Amortization of deferred compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
828
|
|
|
836
|
|
|
—
|
|
|
836
|
|
|||||||
Allocation of partners' capital
|
|
805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(836
|
)
|
|
(851
|
)
|
|
—
|
|
|
(851
|
)
|
|||||||
Adjustment to record redeemable interests at redemption value
|
|
(2,031
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
2,009
|
|
|
2,029
|
|
|
—
|
|
|
2,029
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,486
|
)
|
|
(2,486
|
)
|
|||||||
Balance, September 30, 2018
|
|
$
|
6,228
|
|
|
25,050
|
|
|
199,429
|
|
|
$
|
565,212
|
|
|
$
|
5,540
|
|
|
$
|
539,191
|
|
|
$
|
1,109,943
|
|
|
$
|
11,799
|
|
|
$
|
1,121,742
|
|
|
|
|
Number of
|
|
|
|
Common Units
|
|
|
|
|
|
|
||||||||||||||||||||
|
Redeemable
Common
Units
|
|
Preferred
Units
|
|
Common
Units
|
|
Preferred
Units
|
|
General
Partner
|
|
Limited
Partners
|
|
Total
Partners'
Capital
|
|
Noncontrolling
Interests
|
|
Total
Capital
|
||||||||||||||||
Balance, January 1, 2019
|
$
|
3,575
|
|
|
25,050
|
|
|
199,415
|
|
|
$
|
565,212
|
|
|
$
|
4,628
|
|
|
$
|
450,507
|
|
|
$
|
1,020,347
|
|
|
$
|
12,111
|
|
|
$
|
1,032,458
|
|
Net loss
|
(453
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(590
|
)
|
|
(56,914
|
)
|
|
(46,281
|
)
|
|
(75
|
)
|
|
(46,356
|
)
|
|||||||
Distributions declared - common units ($0.086 per unit)
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
|
(15,897
|
)
|
|
(16,048
|
)
|
|
—
|
|
|
(16,048
|
)
|
|||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
Issuances of common units
|
—
|
|
|
—
|
|
|
863
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
717
|
|
|
—
|
|
|
717
|
|
|||||||
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
|||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
309
|
|
|
312
|
|
|
—
|
|
|
312
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
1,022
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|||||||
Allocation of partners' capital
|
1,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(1,004
|
)
|
|
(1,038
|
)
|
|
—
|
|
|
(1,038
|
)
|
|||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455
|
|
|
455
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
(1,412
|
)
|
|||||||
Balance, March 31, 2019
|
3,017
|
|
|
25,050
|
|
|
200,220
|
|
|
565,212
|
|
|
3,867
|
|
|
378,607
|
|
|
947,686
|
|
|
11,079
|
|
|
958,765
|
|
|||||||
Net loss
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(414
|
)
|
|
(40,123
|
)
|
|
(29,314
|
)
|
|
(57
|
)
|
|
(29,371
|
)
|
|||||||
Distributions declared - common units ($0.012 per unit) (1)
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,239
|
)
|
|
(1,239
|
)
|
|
—
|
|
|
(1,239
|
)
|
|||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
Issuances of common units
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||||
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
310
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
581
|
|
|
587
|
|
|
—
|
|
|
587
|
|
|||||||
Allocation of partners' capital
|
1,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(1,116
|
)
|
|
(1,130
|
)
|
|
—
|
|
|
(1,130
|
)
|
|||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,148
|
|
|
4,148
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,948
|
)
|
|
(1,948
|
)
|
|||||||
Balance, June 30, 2019
|
2,687
|
|
|
25,050
|
|
|
200,230
|
|
|
565,212
|
|
|
3,448
|
|
|
336,997
|
|
|
905,657
|
|
|
13,222
|
|
|
918,879
|
|
Net income (loss)
|
(811
|
)
|
|
—
|
|
|
—
|
|
|
11,223
|
|
|
(1,056
|
)
|
|
(102,153
|
)
|
|
(91,986
|
)
|
|
763
|
|
|
(91,223
|
)
|
|||||||
Distributions declared - common units ($0.012 per unit) (1)
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,314
|
)
|
|
(1,314
|
)
|
|
—
|
|
|
(1,314
|
)
|
|||||||
Distributions declared - preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
—
|
|
|
(11,223
|
)
|
|
—
|
|
|
(11,223
|
)
|
|||||||
Issuances of common units
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||||
Cancellation of restricted common stock
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
Performance stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
309
|
|
|
313
|
|
|
—
|
|
|
313
|
|
|||||||
Amortization of deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
585
|
|
|
591
|
|
|
—
|
|
|
591
|
|
|||||||
Allocation of partners' capital
|
1,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(1,120
|
)
|
|
(1,134
|
)
|
|
—
|
|
|
(1,134
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,581
|
)
|
|
(1,581
|
)
|
|||||||
Deconsolidation of investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,270
|
)
|
|
(4,270
|
)
|
|||||||
Balance, September 30, 2019
|
$
|
1,864
|
|
|
25,050
|
|
|
200,228
|
|
|
$
|
565,212
|
|
|
$
|
2,388
|
|
|
$
|
233,339
|
|
|
$
|
800,939
|
|
|
$
|
8,134
|
|
|
$
|
809,073
|
|
(1)
|
$0.740 per special common unit
|
CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
Net loss
|
$
|
(168,531
|
)
|
|
$
|
(33,608
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
198,438
|
|
|
217,261
|
|
||
Net amortization of deferred financing costs, debt premiums and discounts
|
6,328
|
|
|
5,451
|
|
||
Net amortization of intangible lease assets and liabilities
|
(1,212
|
)
|
|
198
|
|
||
Gain on sales of real estate assets
|
(13,811
|
)
|
|
(15,998
|
)
|
||
Gain on insurance proceeds
|
(421
|
)
|
|
—
|
|
||
Gain on investments/deconsolidation
|
(11,174
|
)
|
|
(387
|
)
|
||
Write-off of development projects
|
41
|
|
|
377
|
|
||
Share-based compensation expense
|
3,838
|
|
|
4,310
|
|
||
Loss on impairment
|
202,121
|
|
|
84,644
|
|
||
Gain on extinguishment of debt
|
(71,722
|
)
|
|
—
|
|
||
Equity in earnings of unconsolidated affiliates
|
(3,421
|
)
|
|
(9,869
|
)
|
||
Distributions of earnings from unconsolidated affiliates
|
15,636
|
|
|
12,569
|
|
||
Change in estimate of uncollectable rental revenues
|
1,504
|
|
|
3,273
|
|
||
Change in deferred tax accounts
|
1,026
|
|
|
(2,706
|
)
|
||
Changes in:
|
|
|
|
|
|
||
Tenant and other receivables
|
(2,926
|
)
|
|
3,493
|
|
||
Other assets
|
(5,541
|
)
|
|
(4,640
|
)
|
||
Accounts payable and accrued liabilities
|
75,067
|
|
|
16,039
|
|
||
Net cash provided by operating activities
|
225,240
|
|
|
280,407
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Additions to real estate assets
|
(90,436
|
)
|
|
(107,981
|
)
|
||
Acquisition of real estate assets
|
—
|
|
|
(3,301
|
)
|
||
Proceeds from sales of real estate assets
|
128,364
|
|
|
70,419
|
|
||
Proceeds from disposal of investment
|
9,225
|
|
|
—
|
|
||
Proceeds from insurance
|
740
|
|
|
—
|
|
||
Payments received on mortgage and other notes receivable
|
1,853
|
|
|
775
|
|
||
Additional investments in and advances to unconsolidated affiliates
|
(2,634
|
)
|
|
(2,243
|
)
|
||
Distributions in excess of equity in earnings of unconsolidated affiliates
|
11,255
|
|
|
33,909
|
|
||
Changes in other assets
|
(2,497
|
)
|
|
(5,903
|
)
|
||
Net cash provided by (used in) investing activities
|
55,870
|
|
|
(14,325
|
)
|
(1)
|
Included in intangible lease assets and other assets in the condensed consolidated balance sheets.
|
|
|
|
Other Properties
|
|
|
||||
|
Malls (1)
|
|
Associated
Centers
|
|
Community
Centers
|
|
Office
Buildings/Other
|
|
Total
|
Consolidated properties
|
55
|
|
20
|
|
1
|
|
4
|
(2)
|
80
|
Unconsolidated properties (3)
|
8
|
|
3
|
|
5
|
|
2
|
|
18
|
Total
|
63
|
|
23
|
|
6
|
|
6
|
|
98
|
(1)
|
Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center).
|
(2)
|
Includes CBL's two corporate office buildings.
|
(3)
|
The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.
|
|
Consolidated Properties
|
|
Unconsolidated Properties
|
||||
|
Malls
|
|
All Other
|
|
Malls
|
|
All Other
|
Development
|
—
|
|
—
|
|
—
|
|
2
|
Redevelopments
|
6
|
|
—
|
|
—
|
|
—
|
Description
|
|
Date Adopted &
Application
Method
|
|
Financial Statement Effect and Other Information
|
ASU 2016-02, Leases, and related subsequent amendments
|
|
January 1, 2019 -
Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)
|
|
The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.
|
Description
|
|
Expected
Adoption Date &
Application
Method
|
|
Financial Statement Effect and Other Information
|
ASU 2016-13, Measurement of Credit Losses on Financial Instruments
|
|
January 1, 2020 -
Modified Retrospective
|
|
The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected.
The Company has determined that its guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. After evaluating the impact that this update will have on its condensed consolidated financial statements and related disclosures, the Company does not believe it will have a material impact upon adoption.
|
|
|
|
|
|
ASU 2018-13, Fair Value Measurement
|
|
January 1, 2020 - Prospective
|
|
The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.
|
|
|
|
|
|
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
January 1, 2020 -
Prospective
|
|
The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense.
The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement.
The Company does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements or disclosures.
|
|
|
|
|
|
|
|
Contract Assets
|
||
Balance as of December 31, 2018
|
|
$
|
289
|
|
Tenant openings
|
|
(139
|
)
|
|
Executed leases
|
|
25
|
|
|
Balance as of March 31, 2019
|
|
175
|
|
|
Tenant openings
|
|
(139
|
)
|
|
Executed leases
|
|
190
|
|
|
Balance as of June 30, 2019
|
|
226
|
|
|
Tenant openings
|
|
(142
|
)
|
|
Executed leases
|
|
118
|
|
|
Balance as of September 30, 2019
|
|
$
|
202
|
|
|
|
Contract Liability
|
||
Balance as of December 31, 2018
|
|
$
|
265
|
|
Completed performance obligation
|
|
(4
|
)
|
|
Contract obligation
|
|
—
|
|
|
Balance as of March 31, 2019
|
|
261
|
|
|
Completed performance obligation
|
|
—
|
|
|
Contract obligation
|
|
—
|
|
|
Balance as of June 30, 2019
|
|
261
|
|
|
Completed performance obligation
|
|
—
|
|
|
Contract obligation
|
|
—
|
|
|
Balance as of September 30, 2019
|
|
$
|
261
|
|
|
|
|
As of
September 30, 2019
|
|
Expected Settlement Period
|
||||||||||||||||||||
Description
|
Financial Statement Line Item
|
|
|
2019 (1)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|||||||||||||
Contract assets (2)
|
Management, development and leasing fees
|
|
$
|
202
|
|
|
$
|
(19
|
)
|
|
$
|
(136
|
)
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Contract liability (3)
|
Other rents
|
|
261
|
|
|
(99
|
)
|
|
(54
|
)
|
|
(54
|
)
|
|
(54
|
)
|
|
—
|
|
(1)
|
Reflects fiscal period October 1, 2019 through December 31, 2019.
|
(2)
|
Represents leasing fees recognized as revenue in the period in which the lease is executed. Under certain third party and unconsolidated affiliates' contracts, the remaining 50% of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.
|
(3)
|
Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.
|
|
|
Three Months Ended
September 30, 2019
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2018 |
||||||||
Rental revenues (1)
|
|
$
|
180,616
|
|
|
$
|
200,311
|
|
|
$
|
556,989
|
|
|
$
|
620,608
|
|
Revenues from contracts with customers (ASC 606):
|
|
|
|
|
|
|
|
|
||||||||
Operating expense reimbursements (2)
|
|
2,449
|
|
|
2,086
|
|
|
6,653
|
|
|
6,597
|
|
||||
Management, development and leasing fees (3)
|
|
2,216
|
|
|
2,658
|
|
|
7,325
|
|
|
8,022
|
|
||||
Marketing revenues (4)
|
|
1,056
|
|
|
1,162
|
|
|
3,148
|
|
|
3,385
|
|
||||
|
|
5,721
|
|
|
5,906
|
|
|
17,126
|
|
|
18,004
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other revenues
|
|
914
|
|
|
661
|
|
|
4,543
|
|
|
3,064
|
|
||||
Total revenues (5)
|
|
$
|
187,251
|
|
|
$
|
206,878
|
|
|
$
|
578,658
|
|
|
$
|
641,676
|
|
(1)
|
Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.
|
(2)
|
Includes $2,374 in the Malls segment and $75 in the All Other segment for the three months ended September 30, 2019, and includes $1,903 in the Malls segment and $183 in the All Other segment for the three months ended September 30, 2018. Includes $6,458 in the Malls segment and $195 in the All Other segment for the nine months ended September 30, 2019, and includes $6,176 in the Malls segment and $421 in the All Other segment for the nine months ended September 30, 2018.
|
(3)
|
Included in All Other segment.
|
(4)
|
Marketing revenues solely relate to the Malls segment for all periods presented. See description below.
|
(5)
|
Sales taxes are excluded from revenues.
|
•
|
Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.
|
•
|
Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies 50% of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).
|
•
|
Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.
|
Performance obligation
|
|
Less than 5 years
|
|
5-20 years
|
|
Over 20 years
|
|
Total
|
||||||||
Fixed operating expense reimbursements
|
|
$
|
25,698
|
|
|
$
|
48,088
|
|
|
$
|
48,283
|
|
|
$
|
122,069
|
|
|
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended
September 30, 2018
|
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended
September 30, 2018
|
||||||||
Fixed lease payments
|
|
$
|
149,582
|
|
|
$
|
166,927
|
|
|
$
|
460,584
|
|
|
$
|
513,356
|
|
Variable lease payments
|
|
31,034
|
|
|
33,384
|
|
|
96,405
|
|
|
107,252
|
|
||||
Total rental revenues
|
|
$
|
180,616
|
|
|
$
|
200,311
|
|
|
$
|
556,989
|
|
|
$
|
620,608
|
|
Years Ending December 31,
|
|
Operating Leases
|
||
2019 (1)
|
|
$
|
136,521
|
|
2020
|
|
510,318
|
|
|
2021
|
|
448,880
|
|
|
2022
|
|
373,820
|
|
|
2023
|
|
312,028
|
|
|
2024
|
|
245,029
|
|
|
Thereafter
|
|
615,720
|
|
|
Total undiscounted lease payments
|
|
$
|
2,642,316
|
|
(1)
|
Reflects rental payments for the fiscal period October 1, 2019 through December 31, 2019.
|
Years Ending December 31,
|
|
Operating Leases
|
||
2019
|
|
$
|
497,014
|
|
2020
|
|
426,228
|
|
|
2021
|
|
363,482
|
|
|
2022
|
|
294,441
|
|
|
2023
|
|
234,191
|
|
|
Thereafter
|
|
531,792
|
|
|
Total
|
|
$
|
2,347,148
|
|
|
|
ROU Asset
|
|
Lease Liability
|
||||
Balance as of January 1, 2019
|
|
$
|
4,160
|
|
|
$
|
4,074
|
|
Cash reduction
|
|
(365
|
)
|
|
(365
|
)
|
||
Noncash increase
|
|
172
|
|
|
266
|
|
||
Balance as of September 30, 2019
|
|
$
|
3,967
|
|
|
$
|
3,975
|
|
|
|
Three Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2019 |
||||
Lease expense:
|
|
|
|
|
||||
Operating lease expense
|
|
$
|
10
|
|
|
$
|
435
|
|
Variable lease expense
|
|
247
|
|
|
277
|
|
||
Rent Expense
|
|
$
|
257
|
|
|
$
|
712
|
|
Year Ending December 31,
|
|
Operating
Leases
|
||
2019 (1)
|
|
$
|
193
|
|
2020
|
|
567
|
|
|
2021
|
|
608
|
|
|
2022
|
|
332
|
|
|
2023
|
|
284
|
|
|
2024
|
|
263
|
|
|
Thereafter
|
|
12,019
|
|
|
Total undiscounted lease payments
|
|
$
|
14,266
|
|
Less imputed interest
|
|
(10,291
|
)
|
|
Lease Liability
|
|
$
|
3,975
|
|
(1)
|
Reflects rental payments for the fiscal period October 1, 2019 through December 31, 2019.
|
2019
|
|
$
|
504
|
|
2020
|
|
610
|
|
|
2021
|
|
517
|
|
|
2022
|
|
321
|
|
|
2023
|
|
281
|
|
|
Thereafter
|
|
12,297
|
|
|
|
|
$
|
14,530
|
|
Level 1 –
|
Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
|
Level 2 –
|
Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
|
Level 3 –
|
Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Loss on
Impairment
|
||||||||||
Long-lived assets
|
$
|
160,740
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160,740
|
|
|
$
|
202,121
|
|
Impairment Date
|
|
Property
|
|
Location
|
|
Segment
Classification
|
|
Loss on
Impairment
|
|
Fair
Value
|
||||
March
|
|
Greenbrier Mall (1)
|
|
Chesapeake, VA
|
|
Malls
|
|
$
|
22,770
|
|
|
$
|
56,300
|
|
March/April
|
|
Honey Creek Mall (2)
|
|
Terre Haute, IN
|
|
Malls
|
|
2,045
|
|
|
—
|
|
||
June
|
|
The Forum at Grandview (3)
|
|
Madison, MS
|
|
All Other
|
|
8,582
|
|
|
—
|
|
||
June
|
|
EastGate Mall (4)
|
|
Cincinnati, OH
|
|
Malls
|
|
33,265
|
|
|
25,100
|
|
||
September
|
|
Mid Rivers Mall (5)
|
|
St. Peters, MO
|
|
Malls
|
|
83,621
|
|
|
53,340
|
|
||
September
|
|
Laurel Park Place (6)
|
|
Livonia, MI
|
|
Malls
|
|
52,067
|
|
|
26,000
|
|
||
January/March
|
|
Other adjustments (7)
|
|
Various
|
|
Malls
|
|
(229
|
)
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
202,121
|
|
|
$
|
160,740
|
|
(1)
|
In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.
|
(2)
|
During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and $(239) was recorded related to a true-up of closing costs. See Note 6 for additional information.
|
(3)
|
The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See Note 6 for additional information.
|
(4)
|
In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate 15.0%.
|
(5)
|
In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $53,340. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Mid Rivers Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 12.5% and a discount rate 13.25%.
|
(6)
|
In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $26,000. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.5% and a discount rate 14.0%.
|
(7)
|
Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Loss on
Impairment
|
||||||||||
Long-lived assets
|
$
|
42,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,100
|
|
|
$
|
84,644
|
|
Impairment Date
|
|
Property
|
|
Location
|
|
Segment
Classification
|
|
Loss on
Impairment
|
|
Fair
Value
|
|||||
March
|
|
Janesville Mall (1)
|
|
Janesville, WI
|
|
Malls
|
|
$
|
18,061
|
|
|
$
|
—
|
|
(2)
|
June
|
|
Cary Towne Center (3)
|
|
Cary, NC
|
|
Malls
|
|
51,985
|
|
|
34,000
|
|
|
||
September
|
|
Vacant land (4)
|
|
D'Iberville, MS
|
|
All Other
|
|
14,598
|
|
|
8,100
|
|
|
||
|
|
|
|
|
|
|
|
$
|
84,644
|
|
|
$
|
42,100
|
|
|
(1)
|
The Company adjusted the book value of the mall to the net sales price of $17,640 in a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in July 2018.
|
(2)
|
The long-lived asset was not included in the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.
|
(3)
|
In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. The Company wrote down the book value of the mall to its estimated fair value of $34,000. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10-year holding period, a capitalization rate of 12.0% and a discount rate of 13%. See Note 8 for additional information.
|
(4)
|
In accordance with the Company's quarterly impairment review process, the Company wrote down the book value of land to its estimated value of $8,100. The Company evaluated comparable land parcel transactions and determined that $8,100 was the land's estimated fair value.
|
|
|
|
|
|
|
|
|
Sales Price
|
|
|
||||||||
Sales Date
|
|
Property
|
|
Property Type
|
|
Location
|
|
Gross
|
|
Net
|
|
Gain
|
||||||
April
|
|
Honey Creek Mall (1)
|
|
Malls
|
|
Terre Haute, IN
|
|
$
|
14,600
|
|
|
$
|
14,360
|
|
|
$
|
—
|
|
April
|
|
The Shoppes at Hickory Point
|
|
Malls
|
|
Forsyth, IL
|
|
2,508
|
|
|
2,407
|
|
|
1,326
|
|
|||
June
|
|
Courtyard by Marriott at Pearland Town Center
|
|
All Other
|
|
Pearland, TX
|
|
15,100
|
|
|
14,795
|
|
|
1,910
|
|
|||
July
|
|
850 Greenbrier Circle
|
|
All Other
|
|
Chesapeake, VA
|
|
10,500
|
|
|
10,332
|
|
|
96
|
|
|||
July
|
|
Kroger at Foothills Plaza
|
|
All Other
|
|
Maryville, TN
|
|
2,350
|
|
|
2,267
|
|
|
1,139
|
|
|||
July
|
|
The Forum at Grandview
|
|
All Other
|
|
Madison, MS
|
|
31,750
|
|
|
31,606
|
|
|
47
|
|
|||
July
|
|
Barnes & Noble parcel
|
|
All Other
|
|
High Point, NC
|
|
2,000
|
|
|
1,899
|
|
|
821
|
|
|||
September
|
|
Dick's Sporting Goods at Hanes Mall
|
|
All Other
|
|
Winston-Salem, NC
|
|
10,000
|
|
|
9,649
|
|
|
2,907
|
|
|||
|
|
|
|
|
|
|
|
$
|
88,808
|
|
|
$
|
87,315
|
|
|
$
|
8,246
|
|
Sale/Transfer
Date
|
|
|
|
|
|
|
|
Balance of
Non-recourse
Debt
|
|
Gain on
Extinguishment
of Debt
|
||||
|
Property
|
|
Property Type
|
|
Location
|
|
|
|||||||
January
|
|
Acadiana Mall (1)
|
|
Malls
|
|
Lafayette, LA
|
|
$
|
119,760
|
|
|
$
|
61,796
|
|
January
|
|
Cary Towne Center (2)
|
|
Malls
|
|
Cary, NC
|
|
43,716
|
|
|
9,926
|
|
||
|
|
|
|
|
|
|
|
$
|
163,476
|
|
|
$
|
71,722
|
|
(1)
|
The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.
|
(2)
|
The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of $54,678 during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded $237 of aggregate non-cash default interest expense during the first quarter of 2019.
|
|
|
|
|
|
|
|
|
|
|
|
•
|
the pro forma for the development and construction of the project and any material deviations or modifications thereto;
|
•
|
the site plan and any material deviations or modifications thereto;
|
•
|
the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;
|
•
|
any acquisition/construction loans or any permanent financings/refinancings;
|
•
|
the annual operating budgets and any material deviations or modifications thereto;
|
•
|
the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and
|
•
|
any material acquisitions or dispositions with respect to the project.
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Investment in real estate assets
|
$
|
2,135,627
|
|
|
$
|
2,097,088
|
|
Accumulated depreciation
|
(741,802
|
)
|
|
(674,275
|
)
|
||
|
1,393,825
|
|
|
1,422,813
|
|
||
Developments in progress
|
27,309
|
|
|
12,569
|
|
||
Net investment in real estate assets
|
1,421,134
|
|
|
1,435,382
|
|
||
Other assets
|
150,597
|
|
|
188,521
|
|
||
Total assets
|
$
|
1,571,731
|
|
|
$
|
1,623,903
|
|
LIABILITIES
|
|
|
|
||||
Mortgage and other indebtedness, net
|
$
|
1,252,003
|
|
|
$
|
1,319,949
|
|
Other liabilities
|
44,194
|
|
|
39,777
|
|
||
Total liabilities
|
1,296,197
|
|
|
1,359,726
|
|
||
|
|
|
|
||||
OWNERS' EQUITY
|
|
|
|
||||
The Company
|
173,340
|
|
|
191,050
|
|
||
Other investors
|
102,194
|
|
|
73,127
|
|
||
Total owners' equity
|
275,534
|
|
|
264,177
|
|
||
Total liabilities and owners' equity
|
$
|
1,571,731
|
|
|
$
|
1,623,903
|
|
|
Total for the Three Months
Ended September 30, |
||||||
|
2019
|
|
2018
|
||||
Total revenues
|
$
|
52,867
|
|
|
$
|
54,579
|
|
Net income (loss) (1)
|
$
|
81,300
|
|
|
$
|
(85,136
|
)
|
(1)
|
The Company's share of net income (loss) is $(1,759) and $1,762 for the three months ended September 30, 2019 and 2018, respectively.
|
|
Total for the Nine Months
Ended September 30, |
||||||
|
2019
|
|
2018
|
||||
Total revenues
|
$
|
162,964
|
|
|
$
|
166,843
|
|
Net income (loss) (1)
|
$
|
90,303
|
|
|
$
|
(72,585
|
)
|
(1)
|
The Company's share of net income is $3,421 and $9,869 for the nine months ended September 30, 2019 and 2018, respectively.
|
Date
|
|
Property
|
|
Stated
Interest Rate |
|
Maturity Date
|
|
Amount
Financed or
Extended
|
||||
May
|
|
Parkdale Self Storage (1)
|
|
5.25%
|
(2)
|
|
July 2024
|
|
|
$
|
6,500
|
|
September
|
|
Hamilton Place Self Storage (3)
|
|
LIBOR + 2.75
|
|
|
September 2024
|
|
|
$
|
7,002
|
|
(1)
|
Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Company's share of the outstanding balance of the construction loan was $189 at September 30, 2019. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. See Note 12 for more information.
|
(2)
|
The interest rate is variable and is the greater of 5.25% or LIBOR + 2.80%.
|
(3)
|
Hamilton Place Self Storage, LLC, a 54/46 joint venture, closed on a construction loan with a total borrowing capacity of up to $7,002 for the development of a climate controlled self-storage facility adjacent to Hamilton Place Mall in Chattanooga, TN. There were no draws on the construction loan at September 30, 2019. The Operating Partnership has guaranteed 100% of the construction loan, but it has a back-up guaranty with its joint venture partner for 50% of the construction loan. See Note 12 for more information.
|
|
As of
|
||||||
|
September 30,
2019
|
|
December 31, 2018
|
||||
Noncontrolling interests:
|
|
|
|
||||
Operating Partnership
|
$
|
28,279
|
|
|
$
|
55,917
|
|
Other consolidated subsidiaries
|
8,134
|
|
|
12,111
|
|
||
|
$
|
36,413
|
|
|
$
|
68,028
|
|
|
|
Investment in Real
Estate Joint
Ventures and
Partnerships
|
|
Maximum
Risk of Loss
|
||||
Ambassador Infrastructure, LLC (1)
|
|
$
|
—
|
|
|
$
|
10,050
|
|
Bullseye, LLC
|
|
5
|
|
|
5
|
|
||
Continental 425 Fund LLC
|
|
7,243
|
|
|
7,243
|
|
||
EastGate Storage, LLC (1)
|
|
885
|
|
|
3,250
|
|
||
Hamilton Place Self Storage, LLC (1)
|
|
1,463
|
|
|
7,002
|
|
||
Parkdale Self Storage, LLC (1)
|
|
1,190
|
|
|
6,500
|
|
||
Self-Storage at Mid Rivers, LLC (1)
|
|
844
|
|
|
2,994
|
|
||
Shoppes at Eagle Point, LLC (1)
|
|
16,268
|
|
|
16,268
|
|
(1)
|
The Operating Partnership has guaranteed all or a portion of the debt of each of the VIEs listed above. See Note 12 for more information.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
|
Amount
|
|
Weighted-
Average
Interest
Rate (1)
|
|
Amount
|
|
Weighted-
Average
Interest
Rate (1)
|
||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|||
Non-recourse loans on operating properties
|
$
|
1,495,896
|
|
|
5.21%
|
|
$
|
1,783,097
|
|
|
5.33%
|
Senior unsecured notes due 2023 (2)
|
447,775
|
|
|
5.25%
|
|
447,423
|
|
|
5.25%
|
||
Senior unsecured notes due 2024 (3)
|
299,958
|
|
|
4.60%
|
|
299,953
|
|
|
4.60%
|
||
Senior unsecured notes due 2026 (4)
|
617,260
|
|
|
5.95%
|
|
616,635
|
|
|
5.95%
|
||
Total fixed-rate debt
|
2,860,889
|
|
|
5.31%
|
|
3,147,108
|
|
|
5.37%
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||
|
Amount
|
|
Weighted-
Average
Interest
Rate (1)
|
|
Amount
|
|
Weighted-
Average
Interest
Rate (1)
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
||
Recourse loans on operating properties
|
56,178
|
|
|
4.71%
|
|
68,607
|
|
|
4.97%
|
||
Construction loan
|
21,061
|
|
|
4.99%
|
|
8,172
|
|
|
5.25%
|
||
Secured line of credit
|
304,769
|
|
|
4.35%
|
|
—
|
|
|
—%
|
||
Unsecured lines of credit
|
—
|
|
|
—%
|
|
183,972
|
|
|
3.90%
|
||
Secured term loan
|
473,750
|
|
|
4.35%
|
|
—
|
|
|
—%
|
||
Unsecured term loans
|
—
|
|
|
—%
|
|
695,000
|
|
|
4.21%
|
||
Total variable-rate debt
|
855,758
|
|
|
4.39%
|
|
955,751
|
|
|
4.21%
|
||
Total fixed-rate and variable-rate debt
|
3,716,647
|
|
|
5.10%
|
|
4,102,859
|
|
|
5.10%
|
||
Unamortized deferred financing costs
|
(17,640
|
)
|
|
|
|
(15,963
|
)
|
|
|
||
Liabilities related to assets held for sale (5)
|
—
|
|
|
|
|
(43,716
|
)
|
|
|
||
Total mortgage and other indebtedness, net
|
$
|
3,699,007
|
|
|
|
|
$
|
4,043,180
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
(2)
|
The balance is net of an unamortized discount of $2,225 and $2,577 as of September 30, 2019 and December 31, 2018, respectively.
|
(3)
|
The balance is net of an unamortized discount of $42 and $47 as of September 30, 2019 and December 31, 2018, respectively.
|
(4)
|
The balance is net of an unamortized discount of $7,740 and $8,365 as of September 30, 2019 and December 31, 2018, respectively.
|
(5)
|
Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.
|
Description
|
|
Issued (1)
|
|
Amount
|
|
Interest Rate (2)
|
|
Maturity Date (3)
|
||
2023 Notes
|
|
November 2013
|
|
$
|
450,000
|
|
|
5.25%
|
|
December 2023
|
2024 Notes
|
|
October 2014
|
|
300,000
|
|
|
4.60%
|
|
October 2024
|
|
2026 Notes
|
|
December 2016 / September 2017
|
|
625,000
|
|
|
5.95%
|
|
December 2026
|
(1)
|
Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.
|
(2)
|
Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of September 30, 2019, this ratio was 34% as shown below.
|
(3)
|
The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.
|
Ratio
|
|
Required
|
|
Actual
|
Total debt to total assets
|
|
< 60%
|
|
53%
|
Secured debt to total assets
|
|
< 40% (1)
|
|
34%
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
169%
|
Consolidated income available for debt service to annual debt service charge
|
|
> 1.5x
|
|
2.4x
|
(1)
|
Secured debt to total assets must be less than 40% for the 2026 Notes. Secured debt to total assets must be less than 45% for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to 40%.
|
Date
|
|
Property
|
|
Interest
Rate at
Repayment
Date
|
|
Scheduled
Maturity Date
|
|
Principal
Balance
Repaid
|
||
April
|
|
Honey Creek Mall (1)
|
|
8.00%
|
|
July 2019
|
|
$
|
23,539
|
|
(1)
|
The Company retired the loan using proceeds from the refinancing of the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.
|
Transfer
Date
|
|
|
|
Interest
Rate at
Repayment
Date
|
|
Scheduled
Maturity Date
|
|
Balance of
Non-recourse
Debt
|
|
Gain on
Extinguishment
of Debt
|
||||
|
Property
|
|
|
|
|
|||||||||
January
|
|
Acadiana Mall (1)
|
|
5.67%
|
|
April 2017
|
|
$
|
119,760
|
|
|
$
|
61,795
|
|
January
|
|
Cary Towne Center (2)
|
|
4.00%
|
|
June 2018
|
|
43,716
|
|
|
9,927
|
|
||
|
|
|
|
|
|
|
|
$
|
163,476
|
|
|
$
|
71,722
|
|
(1)
|
The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.
|
(2)
|
The Company sold the mall for $31,500 and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.
|
2019 (1)
|
|
$
|
117,948
|
|
2020
|
|
246,342
|
|
|
2021
|
|
551,962
|
|
|
2022
|
|
469,036
|
|
|
2023
|
|
1,189,130
|
|
|
2024
|
|
404,496
|
|
|
Thereafter
|
|
747,740
|
|
|
|
|
3,726,654
|
|
|
Unamortized discounts
|
|
(10,007
|
)
|
|
Unamortized deferred financing costs
|
|
(17,640
|
)
|
|
Total mortgage and other indebtedness, net
|
|
$
|
3,699,007
|
|
(1)
|
Reflects payments for the fiscal period October 1, 2019 through December 31, 2019.
|
|
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||
|
|
Maturity
Date
|
|
Interest
Rate
|
|
Balance
|
|
Interest
Rate
|
|
Balance
|
||||
Mortgages (1)
|
|
Dec 2016 - Jan 2047 (2)
|
|
4.90% - 9.50%
|
|
$
|
3,604
|
|
|
4.00% - 9.50%
|
|
$
|
4,884
|
|
Other Notes Receivable
|
|
Sep 2021 - Apr 2026
|
|
4.00% - 5.00%
|
|
2,214
|
|
|
4.00% - 5.00%
|
|
2,788
|
|
||
|
|
|
|
|
|
$
|
5,818
|
|
|
|
|
$
|
7,672
|
|
(1)
|
Includes the Village Square note that was retired subsequent to September 30, 2019. See Note 15 for more information.
|
(2)
|
Includes a $1,100 note with D'Iberville Promenade, LLC, with a maturity date of December 2016, that is in default. This is secured by the joint venture partner's interest in the joint venture.
|
Three Months Ended September 30, 2019
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues (2)
|
|
$
|
171,514
|
|
|
$
|
15,737
|
|
|
$
|
187,251
|
|
Property operating expenses (3)
|
|
(53,384
|
)
|
|
(2,912
|
)
|
|
(56,296
|
)
|
|||
Interest expense
|
|
(20,866
|
)
|
|
(29,649
|
)
|
|
(50,515
|
)
|
|||
Other expense
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Gain on sales of real estate assets
|
|
3,292
|
|
|
4,764
|
|
|
8,056
|
|
|||
Segment profit (loss)
|
|
$
|
100,556
|
|
|
$
|
(12,067
|
)
|
|
88,489
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(64,168
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
(12,467
|
)
|
|||||
Litigation settlement
|
|
|
|
|
|
22,688
|
|
|||||
Interest and other income
|
|
|
|
|
|
1,367
|
|
|||||
Loss on impairment
|
|
|
|
|
|
(135,688
|
)
|
|||||
Gain on investments/deconsolidation
|
|
|
|
|
|
11,174
|
|
|||||
Income tax provision
|
|
|
|
|
|
(1,670
|
)
|
|||||
Equity in losses of unconsolidated affiliates
|
|
|
|
|
|
(1,759
|
)
|
|||||
Net loss
|
|
|
|
|
|
$
|
(92,034
|
)
|
||||
Capital expenditures (4)
|
|
$
|
34,961
|
|
|
$
|
1,530
|
|
|
$
|
36,491
|
|
Three Months Ended September 30, 2018
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues (2)
|
|
$
|
188,440
|
|
|
$
|
18,438
|
|
|
$
|
206,878
|
|
Property operating expenses (3)
|
|
(57,243
|
)
|
|
(3,669
|
)
|
|
(60,912
|
)
|
|||
Interest expense
|
|
(24,665
|
)
|
|
(30,529
|
)
|
|
(55,194
|
)
|
|||
Other expense
|
|
—
|
|
|
(38
|
)
|
|
(38
|
)
|
|||
Gain on sales of real estate assets
|
|
92
|
|
|
7,788
|
|
|
7,880
|
|
|||
Segment profit (loss)
|
|
$
|
106,624
|
|
|
$
|
(8,010
|
)
|
|
98,614
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
(71,945
|
)
|
|||
General and administrative expense
|
|
|
|
|
|
|
|
(16,051
|
)
|
|||
Interest and other income
|
|
|
|
|
|
|
|
283
|
|
|||
Loss on impairment
|
|
|
|
|
|
(14,600
|
)
|
|||||
Income tax provision
|
|
|
|
|
|
|
|
(1,034
|
)
|
|||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
1,762
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
$
|
(2,971
|
)
|
||
Capital expenditures (4)
|
|
$
|
38,512
|
|
|
$
|
2,671
|
|
|
$
|
41,183
|
|
Nine Months Ended September 30, 2019
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues (2)
|
|
$
|
526,354
|
|
|
$
|
52,304
|
|
|
$
|
578,658
|
|
Property operating expenses (3)
|
|
(164,164
|
)
|
|
(10,785
|
)
|
|
(174,949
|
)
|
|||
Interest expense
|
|
(65,612
|
)
|
|
(91,383
|
)
|
|
(156,995
|
)
|
|||
Other expense
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||
Gain on sales of real estate assets
|
|
5,770
|
|
|
8,041
|
|
|
13,811
|
|
|||
Segment profit (loss)
|
|
$
|
302,348
|
|
|
$
|
(41,864
|
)
|
|
260,484
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(198,438
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
(48,901
|
)
|
|||||
Litigation settlement expense
|
|
|
|
|
|
(65,462
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
2,212
|
|
|||||
Gain on extinguishment of debt
|
|
|
|
|
|
71,722
|
|
|||||
Loss on impairment
|
|
|
|
|
|
(202,121
|
)
|
|||||
Gain on investments/deconsolidation
|
|
|
|
|
|
11,174
|
|
|||||
Income tax provision
|
|
|
|
|
|
(2,622
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
3,421
|
|
|||||
Net loss
|
|
|
|
|
|
$
|
(168,531
|
)
|
||||
Capital expenditures (4)
|
|
$
|
94,545
|
|
|
$
|
3,058
|
|
|
$
|
97,603
|
|
Nine Months Ended September 30, 2018
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues (2)
|
|
$
|
585,097
|
|
|
$
|
56,579
|
|
|
$
|
641,676
|
|
Property operating expenses (3)
|
|
(179,012
|
)
|
|
(11,795
|
)
|
|
(190,807
|
)
|
|||
Interest expense
|
|
(76,401
|
)
|
|
(86,763
|
)
|
|
(163,164
|
)
|
|||
Other expense
|
|
(84
|
)
|
|
(293
|
)
|
|
(377
|
)
|
|||
Gain on sales of real estate assets
|
|
92
|
|
|
15,906
|
|
|
15,998
|
|
|||
Segment profit (loss)
|
|
$
|
329,692
|
|
|
$
|
(26,366
|
)
|
|
303,326
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(217,261
|
)
|
|||||
General and administrative expense
|
|
|
|
|
|
(47,845
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
714
|
|
|||||
Loss on impairment
|
|
|
|
|
|
(84,644
|
)
|
|||||
Gain on investment
|
|
|
|
|
|
387
|
|
|||||
Income tax benefit
|
|
|
|
|
|
1,846
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
9,869
|
|
|||||
Net loss
|
|
|
|
|
|
$
|
(33,608
|
)
|
Nine Months Ended September 30, 2018
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Capital expenditures (4)
|
|
$
|
105,593
|
|
|
$
|
10,063
|
|
|
$
|
115,656
|
|
Total Assets
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
September 30, 2019
|
|
$
|
4,351,303
|
|
|
$
|
418,615
|
|
|
$
|
4,769,918
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
$
|
4,868,141
|
|
|
$
|
472,712
|
|
|
$
|
5,340,853
|
|
(1)
|
The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.
|
(2)
|
Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.
|
(3)
|
Property operating expenses include property operating, real estate taxes and maintenance and repairs.
|
(4)
|
Amounts include acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.
|
|
|
As of September 30, 2019
|
|
Obligation Recorded to
Reflect Guaranty |
|||||||||||||||||||||
Unconsolidated
Affiliate |
|
Company's
Ownership Interest |
|
Outstanding
Balance |
|
Percentage
Guaranteed by the Operating Partnership |
|
|
Maximum
Guaranteed Amount |
|
Debt
Maturity Date (1) |
|
9/30/2019
|
|
12/31/2018
|
||||||||||
West Melbourne I, LLC
- Phase I (2)
|
|
50%
|
|
$
|
40,002
|
|
|
50
|
%
|
|
|
$
|
20,001
|
|
|
Feb-2021
|
|
|
$
|
200
|
|
|
$
|
203
|
|
(1)
|
Excludes any extension options.
|
(2)
|
The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.
|
(3)
|
The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions.
|
(4)
|
The loan has one two-year extension option, at the joint venture's election, for an outside maturity date of October 2022.
|
(5)
|
The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.
|
(6)
|
The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.
|
(7)
|
Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan.
|
(8)
|
Hamilton Place Self Storage, LLC, a 54/46 joint venture, closed on a construction loan with a total borrowing capacity of up to $7,002 for the development of a climate controlled self-storage facility adjacent to Hamilton Place Mall in Chattanooga, TN. The Operating Partnership has guaranteed 100% of the construction loan, but it has a back-up guaranty with its joint venture partner for 50% of the construction loan.
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Nonvested at January 1, 2019
|
875,497
|
|
|
$
|
7.99
|
|
Granted
|
855,681
|
|
|
$
|
2.23
|
|
Vested
|
(746,134
|
)
|
|
$
|
5.11
|
|
Forfeited
|
(12,024
|
)
|
|
$
|
5.98
|
|
Nonvested at September 30, 2019
|
973,020
|
|
|
$
|
5.16
|
|
|
PSUs
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Outstanding at January 1, 2019
|
910,911
|
|
|
$
|
4.67
|
|
2019 PSUs granted (1)
|
1,103,537
|
|
|
$
|
2.40
|
|
Outstanding at September 30, 2019 (2)
|
2,014,448
|
|
|
$
|
3.42
|
|
(1)
|
Includes 566,862 shares classified as a liability due to the potential cash component described above.
|
(2)
|
None of the PSUs outstanding at September 30, 2019 were vested.
|
|
2019 PSUs
|
|
2018 PSUs
|
|
2017 PSUs
|
|||||||||
Grant date
|
February 11, 2019
|
|
February 12, 2018
|
|
February 7, 2017
|
|||||||||
Fair value per share on valuation date (1)
|
$
|
4.74
|
|
|
|
$
|
4.76
|
|
|
|
$
|
6.86
|
|
|
Risk-free interest rate (2)
|
2.54
|
%
|
|
|
2.36
|
%
|
|
|
1.53
|
%
|
|
|||
Expected share price volatility (3)
|
60.99
|
%
|
|
|
42.02
|
%
|
|
|
32.85
|
%
|
|
(1)
|
The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $2.45 (which relate to relative TSR) and 178,875 shares at a fair value of $2.29 per share (which relate to absolute TSR). The weighted-average fair value per share related to the 2018 PSUs classified as equity consists of 240,164 shares at a fair value of $3.13 per share (which relate to relative TSR) and $120,064 shares at a fair value of $1.63 per share (which relate to absolute TSR).
|
(2)
|
The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.
|
(3)
|
The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Accrued dividends and distributions payable
|
$
|
2,420
|
|
|
$
|
41,657
|
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Additions to real estate assets accrued but not yet paid
|
23,148
|
|
|
22,428
|
|
||
Conversion of Operating Partnership units for common stock
|
—
|
|
|
3,059
|
|
||
Lease liabilities arising from obtaining right-of-use assets
|
3,975
|
|
|
—
|
|
||
Deconsolidation upon contribution/assignment of interests in joint venture: (1)
|
|
|
|
||||
Decrease in real estate assets
|
(93,360
|
)
|
|
(587
|
)
|
||
Increase in investment in unconsolidated affiliates
|
17,903
|
|
|
974
|
|
||
Decrease in mortgage and other indebtedness
|
73,283
|
|
|
—
|
|
||
Decrease in operating assets and liabilities
|
2,443
|
|
|
—
|
|
||
Decrease in intangible lease and other assets
|
(908
|
)
|
|
—
|
|
||
Decrease in noncontrolling interest and joint venture interest
|
4,271
|
|
|
—
|
|
||
Transfer of real estate assets in settlement of mortgage debt obligation:
|
|
|
|
||||
Decrease in real estate assets
|
(60,059
|
)
|
|
—
|
|
||
Decrease in mortgage and other indebtedness
|
124,111
|
|
|
—
|
|
||
Decrease in operating assets and liabilities
|
9,333
|
|
|
—
|
|
||
Decrease in intangible lease and other assets
|
(1,663
|
)
|
|
—
|
|
(1)
|
•
|
general industry, economic and business conditions;
|
•
|
interest rate fluctuations;
|
•
|
costs and availability of capital, including debt, and capital requirements;
|
•
|
costs and availability of real estate;
|
•
|
inability to consummate acquisition opportunities and other risks associated with acquisitions;
|
•
|
competition from other companies and retail formats;
|
•
|
changes in retail demand and rental rates in our markets;
|
•
|
shifts in customer demands including the impact of online shopping;
|
•
|
tenant bankruptcies or store closings;
|
•
|
changes in vacancy rates at our properties;
|
•
|
changes in operating expenses;
|
•
|
changes in applicable laws, rules and regulations;
|
•
|
sales of real property;
|
•
|
cyber-attacks or acts of cyber-terrorism;
|
•
|
changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;
|
•
|
the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and
|
•
|
other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report.
|
Property
|
|
Location
|
|
Date Opened
|
EastGate Mall - CubeSmart Self-storage (1)
|
|
Cincinnati, OH
|
|
September 2018
|
The Shoppes at Eagle Point (1)
|
|
Cookeville, TN
|
|
November 2018
|
Mid Rivers Mall - CubeSmart Self-storage (1)
|
|
St. Peters, MO
|
|
January 2019
|
(1)
|
Each of these properties is owned by a 50/50 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.
|
|
|
Total for the Three
Months
Ended September 30, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
Rental revenues
|
|
$
|
180,616
|
|
|
$
|
200,311
|
|
|
$
|
(19,695
|
)
|
|
$
|
(7,999
|
)
|
|
$
|
(750
|
)
|
|
$
|
(10,946
|
)
|
|
$
|
(19,695
|
)
|
Management, development and leasing fees
|
|
2,216
|
|
|
2,658
|
|
|
(442
|
)
|
|
(442
|
)
|
|
—
|
|
|
—
|
|
|
(442
|
)
|
|||||||
Other
|
|
4,419
|
|
|
3,909
|
|
|
510
|
|
|
474
|
|
|
11
|
|
|
25
|
|
|
510
|
|
|||||||
Total revenues
|
|
$
|
187,251
|
|
|
$
|
206,878
|
|
|
$
|
(19,627
|
)
|
|
$
|
(7,967
|
)
|
|
$
|
(739
|
)
|
|
$
|
(10,921
|
)
|
|
$
|
(19,627
|
)
|
|
|
Total for the Three
Months
Ended September 30, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
Property operating
|
|
$
|
(27,344
|
)
|
|
$
|
(30,004
|
)
|
|
$
|
2,660
|
|
|
$
|
629
|
|
|
$
|
(51
|
)
|
|
$
|
2,082
|
|
|
$
|
2,660
|
|
Real estate taxes
|
|
(18,699
|
)
|
|
(19,433
|
)
|
|
734
|
|
|
(185
|
)
|
|
131
|
|
|
788
|
|
|
734
|
|
|||||||
Maintenance and repairs
|
|
(10,253
|
)
|
|
(11,475
|
)
|
|
1,222
|
|
|
221
|
|
|
(7
|
)
|
|
1,008
|
|
|
1,222
|
|
|||||||
Property operating expenses
|
|
(56,296
|
)
|
|
(60,912
|
)
|
|
4,616
|
|
|
665
|
|
|
73
|
|
|
3,878
|
|
|
4,616
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
|
(64,168
|
)
|
|
(71,945
|
)
|
|
7,777
|
|
|
3,246
|
|
|
1,484
|
|
|
3,047
|
|
|
7,777
|
|
|||||||
General and administrative
|
|
(12,467
|
)
|
|
(16,051
|
)
|
|
3,584
|
|
|
3,584
|
|
|
—
|
|
|
—
|
|
|
3,584
|
|
|||||||
Loss on impairment
|
|
(135,688
|
)
|
|
(14,600
|
)
|
|
(121,088
|
)
|
|
(121,090
|
)
|
|
—
|
|
|
2
|
|
|
(121,088
|
)
|
|||||||
Litigation settlement
|
|
22,688
|
|
|
—
|
|
|
22,688
|
|
|
22,688
|
|
|
—
|
|
|
—
|
|
|
22,688
|
|
|||||||
Other
|
|
(7
|
)
|
|
(38
|
)
|
|
31
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Total operating expenses
|
|
$
|
(245,938
|
)
|
|
$
|
(163,546
|
)
|
|
$
|
(82,392
|
)
|
|
$
|
(90,876
|
)
|
|
$
|
1,557
|
|
|
$
|
6,927
|
|
|
$
|
(82,392
|
)
|
|
|
Total for the Nine
Months
Ended September 30, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
Rental revenues
|
|
$
|
556,989
|
|
|
$
|
620,608
|
|
|
$
|
(63,619
|
)
|
|
$
|
(34,158
|
)
|
|
$
|
(968
|
)
|
|
$
|
(28,493
|
)
|
|
$
|
(63,619
|
)
|
Management, development and leasing fees
|
|
7,325
|
|
|
8,022
|
|
|
(697
|
)
|
|
(697
|
)
|
|
—
|
|
|
—
|
|
|
(697
|
)
|
|||||||
Other
|
|
14,344
|
|
|
13,046
|
|
|
1,298
|
|
|
1,316
|
|
|
73
|
|
|
(91
|
)
|
|
1,298
|
|
|||||||
Total revenues
|
|
$
|
578,658
|
|
|
$
|
641,676
|
|
|
$
|
(63,018
|
)
|
|
$
|
(33,539
|
)
|
|
$
|
(895
|
)
|
|
$
|
(28,584
|
)
|
|
$
|
(63,018
|
)
|
|
|
Total for the Nine
Months
Ended September 30, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
Property operating
|
|
$
|
(82,856
|
)
|
|
$
|
(92,357
|
)
|
|
$
|
9,501
|
|
|
$
|
4,764
|
|
|
$
|
(4
|
)
|
|
$
|
4,741
|
|
|
$
|
9,501
|
|
Real estate taxes
|
|
(57,766
|
)
|
|
(61,737
|
)
|
|
3,971
|
|
|
2,224
|
|
|
140
|
|
|
1,607
|
|
|
3,971
|
|
|||||||
Maintenance and repairs
|
|
(34,327
|
)
|
|
(36,713
|
)
|
|
2,386
|
|
|
(18
|
)
|
|
193
|
|
|
2,211
|
|
|
2,386
|
|
|||||||
Property operating expenses
|
|
(174,949
|
)
|
|
(190,807
|
)
|
|
15,858
|
|
|
6,970
|
|
|
329
|
|
|
8,559
|
|
|
15,858
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for the Nine
Months
Ended September 30, |
|
|
|
Comparable
Properties
|
|
|
|
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
Core
|
|
Non-core
|
|
Dispositions
|
|
Change
|
||||||||||||||
Depreciation and amortization
|
|
(198,438
|
)
|
|
(217,261
|
)
|
|
18,823
|
|
|
7,890
|
|
|
1,156
|
|
|
9,777
|
|
|
18,823
|
|
|||||||
General and administrative
|
|
(48,901
|
)
|
|
(47,845
|
)
|
|
(1,056
|
)
|
|
(1,056
|
)
|
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|||||||
Loss on impairment
|
|
(202,121
|
)
|
|
(84,644
|
)
|
|
(117,477
|
)
|
|
(151,057
|
)
|
|
(26,532
|
)
|
|
60,112
|
|
|
(117,477
|
)
|
|||||||
Litigation settlement
|
|
(65,462
|
)
|
|
—
|
|
|
(65,462
|
)
|
|
(65,462
|
)
|
|
—
|
|
|
—
|
|
|
(65,462
|
)
|
|||||||
Other
|
|
(41
|
)
|
|
(377
|
)
|
|
336
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
336
|
|
|||||||
Total operating expenses
|
|
$
|
(689,912
|
)
|
|
$
|
(540,934
|
)
|
|
$
|
(148,978
|
)
|
|
$
|
(202,379
|
)
|
|
$
|
(25,047
|
)
|
|
$
|
78,448
|
|
|
$
|
(148,978
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(92,034
|
)
|
|
$
|
(2,971
|
)
|
|
$
|
(168,531
|
)
|
|
$
|
(33,608
|
)
|
Adjustments: (1)
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
76,608
|
|
|
80,247
|
|
|
228,201
|
|
|
242,014
|
|
||||
Interest expense
|
55,640
|
|
|
59,870
|
|
|
171,793
|
|
|
176,101
|
|
||||
Abandoned projects expense
|
7
|
|
|
38
|
|
|
41
|
|
|
377
|
|
||||
Gain on sales of real estate assets
|
(8,056
|
)
|
|
(7,852
|
)
|
|
(14,438
|
)
|
|
(16,562
|
)
|
||||
Gain on investments/deconsolidation
|
(11,174
|
)
|
|
—
|
|
|
(11,174
|
)
|
|
(387
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
(71,722
|
)
|
|
—
|
|
||||
Loss on impairment
|
135,688
|
|
|
14,600
|
|
|
202,121
|
|
|
84,644
|
|
||||
Litigation settlement
|
(22,688
|
)
|
|
—
|
|
|
65,462
|
|
|
—
|
|
||||
Income tax (benefit) provision
|
1,670
|
|
|
1,034
|
|
|
2,622
|
|
|
(1,846
|
)
|
||||
Lease termination fees
|
(848
|
)
|
|
(783
|
)
|
|
(2,938
|
)
|
|
(9,788
|
)
|
||||
Straight-line rent and above- and below-market lease amortization
|
(1,881
|
)
|
|
822
|
|
|
(4,334
|
)
|
|
2,941
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries
|
(763
|
)
|
|
(24
|
)
|
|
(631
|
)
|
|
369
|
|
||||
General and administrative expenses
|
12,467
|
|
|
16,051
|
|
|
48,901
|
|
|
47,845
|
|
||||
Management fees and non-property level revenues
|
(2,293
|
)
|
|
(2,293
|
)
|
|
(9,077
|
)
|
|
(9,642
|
)
|
||||
Operating Partnership's share of property NOI
|
142,343
|
|
|
158,739
|
|
|
436,296
|
|
|
482,458
|
|
||||
Non-comparable NOI
|
(3,292
|
)
|
|
(10,967
|
)
|
|
(14,855
|
)
|
|
(36,409
|
)
|
||||
Total same-center NOI
|
$
|
139,051
|
|
|
$
|
147,772
|
|
|
$
|
421,441
|
|
|
$
|
446,049
|
|
(1)
|
Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties.
|
(1)
|
Stabilized Malls – Malls that have completed their initial lease-up and have been open for more than three complete calendar years.
|
(2)
|
Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category. The Outlet Shoppes at Laredo was classified as a non-stabilized mall as of September 30, 2019 and 2018.
|
(3)
|
Excluded Malls - We exclude malls from our core portfolio if they fall in one of the following categories, for which operational metrics are excluded:
|
a.
|
Lender Malls - Malls for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender. Hickory Point Mall and Greenbrier Mall were classified as Lender Malls as of September 30, 2019, and Acadiana Mall and Cary Towne Center were classified as Lender Malls as of September 30, 2018. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these properties or they may be under cash management agreements with the respective servicers.
|
b.
|
Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the mall no longer represents the best use of the mall and we are in the process of evaluating alternative strategies for the mall. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the mall, we may determine that the mall no longer meets our criteria for long-term investment. The steps taken to reposition these malls, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these malls. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. There were no malls classified as Repositioning Malls as of September 30, 2019. Hickory Point Mall was classified as a Repositioning Mall as of September 30, 2018.
|
c.
|
Minority Interest Malls - Malls in which we have a 25% or less ownership interest. There were no malls classified as Minority Interest Malls as of September 30, 2019. Triangle Town Center was classified as a Minority Interest Mall as of September 30, 2018.
|
|
Twelve Months Ended September 30,
|
|
|
||
|
2019
|
|
2018
|
|
% Change
|
Stabilized mall same-center sales per square foot
|
$383
|
|
$379
|
|
1.1%
|
Stabilized mall sales per square foot
|
$383
|
|
$378
|
|
1.3%
|
|
As of September 30,
|
||
|
2019
|
|
2018
|
Total portfolio
|
90.5%
|
|
92.0%
|
Malls:
|
|
|
|
Total mall portfolio
|
88.7%
|
|
90.5%
|
Same-center malls
|
88.7%
|
|
90.7%
|
Stabilized malls
|
88.8%
|
|
90.8%
|
Non-stabilized malls (2)
|
83.8%
|
|
73.6%
|
Other properties:
|
96.4%
|
|
96.9%
|
Associated centers
|
96.3%
|
|
97.2%
|
Community centers
|
96.3%
|
|
96.8%
|
(1)
|
As noted above, excluded properties are not included in occupancy metrics. Occupancy for malls represents percentage of mall store gross leasable area occupied under 20,000 square feet. Occupancy for other properties represents percentage of gross leasable area occupied.
|
(2)
|
Represents occupancy for The Outlet Shoppes at Laredo as of September 30, 2019 and 2018.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Operating portfolio:
|
|
|
|
|
|
|
|
||||
New leases
|
239,645
|
|
|
154,968
|
|
|
768,106
|
|
|
763,104
|
|
Renewal leases
|
472,636
|
|
|
590,923
|
|
|
1,626,014
|
|
|
1,907,874
|
|
Development portfolio:
|
|
|
|
|
|
|
|
||||
New leases
|
1,175
|
|
|
87,293
|
|
|
205,614
|
|
|
190,951
|
|
Total leased
|
713,456
|
|
|
833,184
|
|
|
2,599,734
|
|
|
2,861,929
|
|
|
|
As of September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Malls:
|
|
$
|
31.94
|
|
|
$
|
32.69
|
|
Same-center stabilized malls
|
|
31.94
|
|
|
32.79
|
|
||
Stabilized malls
|
|
32.05
|
|
|
32.77
|
|
||
Non-stabilized malls (2)
|
|
24.12
|
|
|
25.48
|
|
||
Other properties:
|
|
15.40
|
|
|
15.16
|
|
||
Associated centers
|
|
13.75
|
|
|
13.68
|
|
||
Community centers
|
|
16.99
|
|
|
16.44
|
|
||
Office buildings
|
|
18.87
|
|
|
18.01
|
|
(1)
|
As noted above, excluded properties are not included. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.
|
(2)
|
Represents average annual base rents for The Outlet Shoppes at Laredo as of September 30, 2019 and 2018.
|
Property Type
|
|
Square
Feet |
|
Prior
Gross
Rent PSF |
|
New
Initial
Gross
Rent PSF |
|
% Change
Initial |
|
New
Average
Gross
Rent PSF (1) |
|
% Change
Average |
|||||||||
Quarter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
All Property Types (2)
|
|
423,779
|
|
|
$
|
35.97
|
|
|
$
|
33.44
|
|
|
(7.0
|
)%
|
|
$
|
33.98
|
|
|
(5.5
|
)%
|
Stabilized malls
|
|
396,998
|
|
|
36.82
|
|
|
33.96
|
|
|
(7.8
|
)%
|
|
34.49
|
|
|
(6.3
|
)%
|
|||
New leases
|
|
64,537
|
|
|
35.15
|
|
|
38.79
|
|
|
10.4
|
%
|
|
41.79
|
|
|
18.9
|
%
|
|||
Renewal leases
|
|
332,461
|
|
|
37.15
|
|
|
33.03
|
|
|
(11.1
|
)%
|
|
33.07
|
|
|
(11.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year-to-Date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
All Property Types (2)
|
|
1,406,372
|
|
|
$
|
37.28
|
|
|
$
|
34.24
|
|
|
(8.2
|
)%
|
|
$
|
34.82
|
|
|
(6.6
|
)%
|
Stabilized malls
|
|
1,278,943
|
|
|
38.20
|
|
|
35.01
|
|
|
(8.4
|
)%
|
|
35.58
|
|
|
(6.9
|
)%
|
|||
New leases
|
|
158,382
|
|
|
44.00
|
|
|
45.40
|
|
|
3.2
|
%
|
|
48.07
|
|
|
9.3
|
%
|
|||
Renewal leases
|
|
1,120,561
|
|
|
37.38
|
|
|
33.54
|
|
|
(10.3
|
)%
|
|
33.81
|
|
|
(9.6
|
)%
|
(1)
|
Average gross rent does not incorporate allowable future increases for recoverable common area expenses.
|
(2)
|
Includes stabilized malls, associated centers, community centers and office buildings.
|
|
Number
of
Leases
|
|
Square
Feet
|
|
Term
(in
years)
|
|
Initial
Rent
PSF
|
|
Average
Rent
PSF
|
|
Expiring
Rent
PSF
|
|
Initial Rent
Spread
|
|
Average Rent
Spread
|
|||||||||||||||||||
Commencement 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
New
|
99
|
|
|
204,992
|
|
|
7.21
|
|
|
$
|
44.12
|
|
|
$
|
46.56
|
|
|
$
|
44.65
|
|
|
$
|
(0.53
|
)
|
|
(1.2
|
)%
|
|
$
|
1.91
|
|
|
4.3
|
%
|
Renewal
|
485
|
|
|
1,537,015
|
|
|
2.72
|
|
|
30.65
|
|
|
30.88
|
|
|
35.11
|
|
|
(4.46
|
)
|
|
(12.7
|
)%
|
|
(4.23
|
)
|
|
(12.0
|
)%
|
|||||
Commencement 2019 Total
|
584
|
|
|
1,742,007
|
|
|
3.48
|
|
|
32.23
|
|
|
32.72
|
|
|
36.23
|
|
|
(4.00
|
)
|
|
(11.0
|
)%
|
|
(3.51
|
)
|
|
(9.7
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commencement 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
New
|
11
|
|
|
29,737
|
|
|
8.46
|
|
|
44.93
|
|
|
48.74
|
|
|
32.24
|
|
|
12.69
|
|
|
39.4
|
%
|
|
16.50
|
|
|
51.2
|
%
|
|||||
Renewal
|
97
|
|
|
301,448
|
|
|
3.24
|
|
|
32.65
|
|
|
33.21
|
|
|
33.96
|
|
|
(1.31
|
)
|
|
(3.9
|
)%
|
|
0.75
|
|
|
(2.2
|
)%
|
|||||
Commencement 2020 Total
|
108
|
|
|
331,185
|
|
|
3.77
|
|
|
33.75
|
|
|
34.60
|
|
|
33.80
|
|
|
(0.05
|
)
|
|
0.1
|
%
|
|
0.80
|
|
|
2.4
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total 2019/2020
|
692
|
|
|
2,073,192
|
|
|
3.53
|
|
|
$
|
32.48
|
|
|
$
|
33.02
|
|
|
$
|
35.84
|
|
|
$
|
(3.36
|
)
|
|
(9.4
|
)%
|
|
$
|
(2.82
|
)
|
|
(7.9
|
)%
|
|
Nine Months Ended
September 30, |
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
225,243
|
|
|
$
|
280,407
|
|
|
$
|
(55,164
|
)
|
Net cash provided by (used in) investing activities
|
55,870
|
|
|
(14,325
|
)
|
|
70,195
|
|
|||
Net cash used in financing activities
|
(275,369
|
)
|
|
(278,109
|
)
|
|
2,740
|
|
|||
Net cash flows
|
$
|
5,744
|
|
|
$
|
(12,027
|
)
|
|
$
|
17,771
|
|
September 30, 2019
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-recourse loans on operating
properties (2)
|
|
$
|
1,495,896
|
|
|
$
|
(74,486
|
)
|
|
$
|
555,192
|
|
|
$
|
1,976,602
|
|
|
4.89%
|
Recourse loan on operating property (3)
|
|
—
|
|
|
—
|
|
|
10,050
|
|
|
10,050
|
|
|
3.74%
|
||||
Senior unsecured notes due 2023 (4)
|
|
447,775
|
|
|
—
|
|
|
—
|
|
|
447,775
|
|
|
5.25%
|
||||
Senior unsecured notes due 2024 (5)
|
|
299,958
|
|
|
—
|
|
|
—
|
|
|
299,958
|
|
|
4.60%
|
||||
Senior unsecured notes due 2026 (6)
|
|
617,260
|
|
|
—
|
|
|
—
|
|
|
617,260
|
|
|
5.95%
|
||||
Total fixed-rate debt
|
|
2,860,889
|
|
|
(74,486
|
)
|
|
565,242
|
|
|
3,351,645
|
|
|
5.10%
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recourse loans on operating properties
|
|
56,178
|
|
|
—
|
|
|
82,995
|
|
|
139,173
|
|
|
4.58%
|
||||
Construction loans
|
|
21,061
|
|
|
—
|
|
|
—
|
|
|
21,061
|
|
|
4.99%
|
||||
Secured line of credit (7)
|
|
304,769
|
|
|
—
|
|
|
—
|
|
|
304,769
|
|
|
4.35%
|
||||
Secured term loan (7)
|
|
473,750
|
|
|
—
|
|
|
—
|
|
|
473,750
|
|
|
4.35%
|
||||
Total variable-rate debt
|
|
855,758
|
|
|
—
|
|
|
82,995
|
|
|
938,753
|
|
|
4.40%
|
||||
Total fixed-rate and variable-rate debt
|
|
3,716,647
|
|
|
(74,486
|
)
|
|
648,237
|
|
|
4,290,398
|
|
|
4.95%
|
||||
Unamortized deferred financing costs
|
|
(17,640
|
)
|
|
516
|
|
|
(2,607
|
)
|
|
(19,731
|
)
|
|
|
||||
Mortgage and other indebtedness, net
|
|
$
|
3,699,007
|
|
|
$
|
(73,970
|
)
|
|
$
|
645,630
|
|
|
$
|
4,270,667
|
|
|
|
December 31, 2018
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recourse loans on operating properties (2)
|
|
$
|
1,783,097
|
|
|
$
|
(94,361
|
)
|
|
$
|
540,068
|
|
|
$
|
2,228,804
|
|
|
5.01%
|
Recourse loans on operating properties (3)
|
|
—
|
|
|
—
|
|
|
10,605
|
|
|
10,605
|
|
|
3.74%
|
||||
Senior unsecured notes due 2023 (4)
|
|
447,423
|
|
|
—
|
|
|
—
|
|
|
447,423
|
|
|
5.25%
|
||||
Senior unsecured notes due 2024 (5)
|
|
299,953
|
|
|
—
|
|
|
—
|
|
|
299,953
|
|
|
4.60%
|
December 31, 2018
|
|
Consolidated
|
|
Noncontrolling
Interests |
|
Unconsolidated
Affiliates |
|
Total
|
|
Weighted-
Average Interest Rate (1) |
||||||||
Senior unsecured notes due 2026 (6)
|
|
616,635
|
|
|
—
|
|
|
—
|
|
|
616,635
|
|
|
5.95%
|
||||
Total fixed-rate debt
|
|
3,147,108
|
|
|
(94,361
|
)
|
|
550,673
|
|
|
3,603,420
|
|
|
5.16%
|
||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recourse loans on operating properties
|
|
68,607
|
|
|
—
|
|
|
96,012
|
|
|
164,619
|
|
|
4.91%
|
||||
Construction loan
|
|
8,172
|
|
|
—
|
|
|
3,892
|
|
|
12,064
|
|
|
5.20%
|
||||
Unsecured lines of credit (7)
|
|
183,972
|
|
|
—
|
|
|
—
|
|
|
183,972
|
|
|
3.90%
|
||||
Unsecured term loans (7)
|
|
695,000
|
|
|
—
|
|
|
—
|
|
|
695,000
|
|
|
4.21%
|
||||
Total variable-rate debt
|
|
955,751
|
|
|
—
|
|
|
99,904
|
|
|
1,055,655
|
|
|
4.28%
|
||||
Total fixed-rate and variable-rate debt
|
|
4,102,859
|
|
|
(94,361
|
)
|
|
650,577
|
|
|
4,659,075
|
|
|
4.96%
|
||||
Unamortized deferred financing costs
|
|
(15,963
|
)
|
|
804
|
|
|
(2,687
|
)
|
|
(17,846
|
)
|
|
|
||||
Liabilities related to assets held for sale (8)
|
|
(43,716
|
)
|
|
—
|
|
|
—
|
|
|
(43,716
|
)
|
|
|
||||
Mortgage and other indebtedness, net
|
|
$
|
4,043,180
|
|
|
$
|
(93,557
|
)
|
|
$
|
647,890
|
|
|
$
|
4,597,513
|
|
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
(2)
|
An unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $43,938 as of September 30, 2019 and $44,863 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.
|
(3)
|
The unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $10,050 as of September 30, 2019 and $10,605 as of December 31, 2018 related to a variable-rate loan on Ambassador Town Center - Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.
|
(4)
|
The balance is net of an unamortized discount of $2,225 and $2,577 as of September 30, 2019 and December 31, 2018, respectively.
|
(5)
|
The balance is net of an unamortized discount of $42 and $47 as of September 30, 2019 and December 31, 2018, respectively.
|
(6)
|
The balance is net of an unamortized discount of $7,740 and $8,365 as of September 30, 2019 and December 31, 2018, respectively.
|
(7)
|
We replaced our unsecured lines of credit and unsecured term loans in January 2019 with a new secured senior credit facility.
|
(8)
|
Represents a $43,716 non-recourse mortgage loan secured by Cary Towne Center that was classified on the consolidated balance sheet as liabilities related to assets held for sale.
|
Rating Agency
|
|
Rating
|
|
Outlook
|
Fitch
|
|
B-
|
|
Negative
|
Moody's
|
|
Caa1
|
|
Negative
|
S&P
|
|
BB-
|
|
Negative
|
|
|
|
Sales Per Square
Foot for the Twelve
Months Ended (1) (2)
|
|
Occupancy (2)
|
|
% of
Consolidated Unencumbered NOI for the Nine Months Ended 9/30/19 (3) |
|
|||||||||||
|
09/30/19
|
|
09/30/18
|
|
09/30/19
|
|
09/30/18
|
|
|
||||||||||
Unencumbered consolidated properties:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 Malls
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
6.0
|
%
|
(4)
|
|||
Tier 2 Malls
|
|
$
|
339
|
|
|
$
|
340
|
|
|
84.0
|
%
|
|
85.7
|
%
|
|
45.4
|
%
|
|
|
Tier 3 Malls
|
|
277
|
|
|
281
|
|
|
86.8
|
%
|
|
89.6
|
%
|
|
27.5
|
%
|
|
|||
Total Malls
|
|
$
|
313
|
|
|
$
|
315
|
|
|
85.3
|
%
|
|
87.5
|
%
|
|
78.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Associated Centers
|
|
N/A
|
|
|
N/A
|
|
|
95.9
|
%
|
|
97.0
|
%
|
|
15.8
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Community Centers
|
|
N/A
|
|
|
N/A
|
|
|
97.3
|
%
|
|
98.1
|
%
|
|
5.0
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Office Buildings and Other
|
|
N/A
|
|
|
N/A
|
|
|
86.7
|
%
|
|
93.6
|
%
|
|
0.3
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Unencumbered Consolidated Portfolio
|
|
$
|
313
|
|
|
$
|
315
|
|
|
89.1
|
%
|
|
90.9
|
%
|
|
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 operating properties and do not include sales or occupancy of unencumbered parcels.
|
(3)
|
Our consolidated unencumbered properties generated approximately 26.5% of total consolidated NOI of $383,213 (which excludes NOI related to dispositions) for the nine months ended September 30, 2019.
|
(4)
|
NOI is derived from unencumbered portions of Tier One properties that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been redeveloped.
|
|
Shares
Outstanding |
|
Stock Price (1)
|
|
Value
|
|||||
Common stock and operating partnership units
|
200,228
|
|
|
$
|
1.29
|
|
|
$
|
258,294
|
|
7.375% Series D Cumulative Redeemable Preferred Stock
|
1,815
|
|
|
250.00
|
|
|
453,750
|
|
||
6.625% Series E Cumulative Redeemable Preferred Stock
|
690
|
|
|
250.00
|
|
|
172,500
|
|
||
Total market equity
|
|
|
|
|
|
|
884,544
|
|
||
Company’s share of total debt, excluding unamortized deferred financing costs
|
|
|
|
|
|
|
4,290,398
|
|
||
Total market capitalization
|
|
|
|
|
|
|
$
|
5,174,942
|
|
(1)
|
Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on September 30, 2019. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Tenant allowances (1)
|
$
|
10,781
|
|
|
$
|
6,978
|
|
|
$
|
21,831
|
|
|
$
|
35,199
|
|
|
|
|
|
|
|
|
|
||||||||
Renovations
|
—
|
|
|
—
|
|
|
—
|
|
|
563
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred maintenance:
|
|
|
|
|
|
|
|
||||||||
Parking lot and parking lot lighting
|
315
|
|
|
206
|
|
|
529
|
|
|
871
|
|
||||
Roof repairs and replacements
|
2,083
|
|
|
270
|
|
|
4,757
|
|
|
3,694
|
|
||||
Other capital expenditures
|
5,610
|
|
|
5,255
|
|
|
15,094
|
|
|
15,035
|
|
||||
Total deferred maintenance
|
8,008
|
|
|
5,731
|
|
|
20,380
|
|
|
19,600
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Capitalized overhead
|
423
|
|
|
832
|
|
|
1,795
|
|
|
4,123
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Capitalized interest
|
787
|
|
|
1,198
|
|
|
1,969
|
|
|
2,736
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total capital expenditures
|
$
|
19,999
|
|
|
$
|
14,739
|
|
|
$
|
45,975
|
|
|
$
|
62,221
|
|
(1)
|
Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||||||
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total
Project Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
2019 YTD
Cost
|
|
Opening
Date
|
|
Initial
Unleveraged Yield |
|||||||
Mall Redevelopments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dakota Square Mall - HomeGoods
|
|
Minot, ND
|
|
100%
|
|
28,406
|
|
|
$
|
2,478
|
|
|
$
|
2,293
|
|
|
$
|
1,315
|
|
|
Apr-19
|
|
14.4%
|
East Towne Mall - Portillo's
|
|
Madison, WI
|
|
100%
|
|
9,000
|
|
|
2,956
|
|
|
2,487
|
|
|
71
|
|
|
Feb-19
|
|
8.0%
|
|||
Friendly Center - O2 Fitness
|
|
Greensboro, NC
|
|
50%
|
|
27,048
|
|
|
2,285
|
|
|
1,696
|
|
|
289
|
|
|
Apr-19
|
|
10.3%
|
|||
Hanes Mall - Dave & Buster's
|
|
Winston-Salem, NC
|
|
100%
|
|
44,922
|
|
|
5,932
|
|
|
4,559
|
|
|
2,413
|
|
|
May-19
|
|
11.0%
|
|||
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express)
|
|
Chattanooga, TN
|
|
100%
|
|
10,000
|
|
|
1,797
|
|
|
530
|
|
|
17
|
|
|
Feb-19
|
|
7.6%
|
|||
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) (3)
|
|
Beaumont, TX
|
|
100%
|
|
86,136
|
|
|
20,899
|
|
|
17,641
|
|
|
11,161
|
|
|
May-19
|
|
6.4%
|
|||
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner)
|
|
Daytona Beach, FL
|
|
100%
|
|
23,341
|
|
|
9,795
|
|
|
5,558
|
|
|
144
|
|
|
Apr-19
|
|
8.0%
|
|||
Total Redevelopments Completed
|
|
|
|
|
|
228,853
|
|
|
$
|
46,142
|
|
|
$
|
34,764
|
|
|
$
|
15,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(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 Macy's building in 2017.
|
|
|
|
|
|
|
|
|
CBL's Share of
|
|
|
|
|
|||||||||||
Property
|
|
Location
|
|
CBL
Ownership Interest |
|
Total
Project Square Feet |
|
Total
Cost (1) |
|
Cost to
Date (2) |
|
2019 YTD
Cost
|
|
Expected
Opening Date |
|
Initial
Unleveraged Yield |
|||||||
Other Developments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hamilton Place - Self Storage (3)
|
|
Chattanooga, TN
|
|
60%
|
|
68,875
|
|
|
$
|
5,824
|
|
|
$
|
299
|
|
|
$
|
299
|
|
|
Q2 '20
|
|
8.7%
|
Parkdale Mall - Self Storage (3)
|
|
Beaumont, TX
|
|
50%
|
|
69,341
|
|
|
4,435
|
|
|
1,373
|
|
|
1,373
|
|
|
Q4 '19
|
|
10.2%
|
|||
|
|
|
|
|
|
138,216
|
|
|
10,259
|
|
|
1,672
|
|
|
1,672
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mall Redevelopments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brookfield Square - Sears Redevelopment (Whirlyball/Marcus Theatres) (4)
|
|
Brookfield, WI
|
|
100%
|
|
130,075
|
|
|
$
|
25,233
|
|
|
$
|
24,061
|
|
|
$
|
10,890
|
|
|
Q3/Q4 '19
|
|
10.1%
|
CherryVale Mall - Sears Redevelopment (Tilt)
|
|
Rockford, IL
|
|
100%
|
|
114,118
|
|
|
3,508
|
|
|
1,564
|
|
|
1,564
|
|
|
Q2 '20
|
|
8.3%
|
|||
Dakota Square Mall - Herberger's Redevelopment (Ross/Retail Shops/T-Mobile)
|
|
Minot, ND
|
|
100%
|
|
30,096
|
|
|
6,410
|
|
|
3,348
|
|
|
3,205
|
|
|
Q1 '20
|
|
7.2%
|
|||
Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Hotel/Office) (4)
|
|
Chattanooga, TN
|
|
100%
|
|
195,166
|
|
|
38,715
|
|
|
23,132
|
|
|
12,893
|
|
|
Q2/Q3 '20
|
|
7.8%
|
|||
Laurel Park Place - Carson's Redevelopment (Dunham's Sports)
|
|
Livonia, MI
|
|
100%
|
|
45,000
|
|
|
3,886
|
|
|
2,898
|
|
|
2,876
|
|
|
Q4 '19
|
|
5.9%
|
|||
Mall del Norte - Forever 21 Redevelopment (Main Event)
|
|
Laredo, TX
|
|
100%
|
|
81,242
|
|
|
10,514
|
|
|
3,959
|
|
|
3,914
|
|
|
Q3 '19/Q2 '20
|
|
9.3%
|
|||
|
|
|
|
|
|
595,697
|
|
|
88,266
|
|
|
58,962
|
|
|
35,342
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Properties Under Redevelopment
|
|
|
|
733,913
|
|
|
$
|
98,525
|
|
|
$
|
60,634
|
|
|
$
|
37,014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(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 once project stabilizes.
|
|||||||||||||||||||||||
(4) The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield Square and Hamilton Place) buildings in 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.
|
•
|
We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Diluted EPS attributable to common shareholders
|
$
|
(0.52
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(0.34
|
)
|
Eliminate amounts per share excluded from FFO:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests
|
0.38
|
|
|
0.40
|
|
|
1.13
|
|
|
1.20
|
|
||||
Loss on impairment
|
0.68
|
|
|
0.08
|
|
|
1.00
|
|
|
0.43
|
|
||||
Gain on depreciable property, net of taxes
|
(0.09
|
)
|
|
(0.02
|
)
|
|
(0.11
|
)
|
|
(0.03
|
)
|
||||
FFO per diluted share
|
$
|
0.45
|
|
|
$
|
0.39
|
|
|
$
|
1.01
|
|
|
$
|
1.26
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
FFO allocable to Operating Partnership common unitholders
|
$
|
90,442
|
|
|
$
|
77,434
|
|
|
$
|
203,017
|
|
|
$
|
252,481
|
|
Percentage allocable to common shareholders (1)
|
86.64
|
%
|
|
86.58
|
%
|
|
86.63
|
%
|
|
86.37
|
%
|
||||
FFO allocable to common shareholders
|
$
|
78,359
|
|
|
$
|
67,042
|
|
|
$
|
175,874
|
|
|
$
|
218,068
|
|
|
|
|
|
|
|
|
|
||||||||
FFO allocable to Operating Partnership common unitholders, as adjusted
|
$
|
67,754
|
|
|
$
|
79,218
|
|
|
$
|
196,816
|
|
|
$
|
255,810
|
|
Percentage allocable to common shareholders (1)
|
86.64
|
%
|
|
86.58
|
%
|
|
86.63
|
%
|
|
86.37
|
%
|
||||
FFO allocable to common shareholders, as adjusted
|
$
|
58,702
|
|
|
$
|
68,587
|
|
|
$
|
170,502
|
|
|
$
|
220,943
|
|
(1)
|
Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of CBL & Associates Properties, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of CBL & Associates Limited Partnership;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of CBL & Associates Limited Partnership;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
ASSETS
|
September 30,
2019 |
|
December 31,
2018 |
||||
Real estate assets:
|
|
|
|
||||
Land
|
$
|
220,971
|
|
|
$
|
232,813
|
|
Buildings and improvements
|
2,257,597
|
|
|
2,361,707
|
|
||
|
2,478,568
|
|
|
2,594,520
|
|
||
Accumulated depreciation
|
(942,870
|
)
|
|
(921,562
|
)
|
||
|
1,535,698
|
|
|
1,672,958
|
|
||
Developments in progress
|
11,758
|
|
|
6,582
|
|
||
Net investment in real estate assets
|
1,547,456
|
|
|
1,679,540
|
|
||
Cash and cash equivalents
|
9,796
|
|
|
5,880
|
|
||
Receivables:
|
|
|
|
||||
Tenant, net of allowance for doubtful accounts of $260 in 2018
|
28,896
|
|
|
30,553
|
|
||
Other
|
1,134
|
|
|
1,007
|
|
||
Mortgage and other notes receivable
|
64,002
|
|
|
76,747
|
|
||
Intangible lease assets and other assets
|
41,419
|
|
|
48,133
|
|
||
|
$
|
1,692,703
|
|
|
$
|
1,841,860
|
|
|
|
|
|
||||
LIABILITIES AND OWNERS EQUITY
|
|
|
|
|
|
||
Mortgage notes payable, net
|
$
|
251,773
|
|
|
$
|
377,996
|
|
Accounts payable and accrued liabilities
|
47,063
|
|
|
59,241
|
|
||
Total liabilities
|
298,836
|
|
|
437,237
|
|
||
|
|
|
|
|
|||
Owners' equity
|
1,393,867
|
|
|
1,404,623
|
|
||
|
$
|
1,692,703
|
|
|
$
|
1,841,860
|
|
The Combined Guarantor Subsidiaries of
CBL & Associates Limited Partnership
Combined Statements of Operations
(In thousands)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
$
|
67,495
|
|
|
$
|
77,067
|
|
|
$
|
206,083
|
|
|
$
|
232,749
|
|
Other
|
1,833
|
|
|
1,588
|
|
|
5,104
|
|
|
4,935
|
|
||||
Total revenues
|
69,328
|
|
|
78,655
|
|
|
211,187
|
|
|
237,684
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Property operating
|
(10,713
|
)
|
|
(11,875
|
)
|
|
(32,263
|
)
|
|
(35,629
|
)
|
||||
Depreciation and amortization
|
(24,681
|
)
|
|
(24,481
|
)
|
|
(71,499
|
)
|
|
(73,587
|
)
|
||||
Real estate taxes
|
(6,523
|
)
|
|
(7,338
|
)
|
|
(19,318
|
)
|
|
(21,451
|
)
|
||||
Maintenance and repairs
|
(4,005
|
)
|
|
(4,288
|
)
|
|
(12,846
|
)
|
|
(13,364
|
)
|
||||
Loss on impairment
|
—
|
|
|
—
|
|
|
(22,770
|
)
|
|
—
|
|
||||
Other
|
(12
|
)
|
|
(5
|
)
|
|
(639
|
)
|
|
(40
|
)
|
||||
Total operating expenses
|
(45,934
|
)
|
|
(47,987
|
)
|
|
(159,335
|
)
|
|
(144,071
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
1,022
|
|
|
1,857
|
|
|
3,049
|
|
|
6,077
|
|
||||
Interest expense
|
(3,400
|
)
|
|
(6,129
|
)
|
|
(10,797
|
)
|
|
(18,270
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
61,796
|
|
|
—
|
|
||||
Gain on sales of real estate assets
|
20
|
|
|
698
|
|
|
20
|
|
|
2,406
|
|
||||
Total other income (expenses)
|
(2,358
|
)
|
|
(3,574
|
)
|
|
54,068
|
|
|
(9,787
|
)
|
||||
Net income
|
$
|
21,036
|
|
|
$
|
27,094
|
|
|
$
|
105,920
|
|
|
$
|
83,826
|
|
Balance, January 1, 2018
|
|
$
|
1,486,164
|
|
Net income
|
|
29,615
|
|
|
Contributions
|
|
50,514
|
|
|
Distributions
|
|
(56,447
|
)
|
|
Balance, March 31, 2018
|
|
1,509,846
|
|
|
Net income
|
|
27,117
|
|
|
Contributions
|
|
14,677
|
|
|
Distributions
|
|
(52,411
|
)
|
|
Balance, June 30, 2018
|
|
1,499,229
|
|
|
Net income
|
|
27,094
|
|
|
Contributions
|
|
14,164
|
|
|
Distributions
|
|
(114,838
|
)
|
|
Balance, September 30, 2018
|
|
$
|
1,425,649
|
|
Balance, January 1, 2019
|
|
$
|
1,404,623
|
|
Net income
|
|
62,109
|
|
|
Contributions
|
|
17,363
|
|
|
Distributions
|
|
(41,658
|
)
|
|
Noncash distributions
|
|
(8,835
|
)
|
|
Balance, March 31, 2019
|
|
1,433,602
|
|
|
Net income
|
|
22,775
|
|
|
Contributions
|
|
16,558
|
|
|
Distributions
|
|
(54,312
|
)
|
|
Noncash distributions
|
|
(2,620
|
)
|
|
Balance, June 30, 2019
|
|
1,416,003
|
|
|
Net income
|
|
21,036
|
|
|
Contributions
|
|
23,971
|
|
|
Distributions
|
|
(67,143
|
)
|
|
Balance, September 30, 2019
|
|
$
|
1,393,867
|
|
(1)
|
Included in intangible lease assets and other assets in the combined balance sheets.
|
Combined Guarantor Subsidiaries
|
Guarantor Properties
|
Location
|
CW Joint Venture, LLC (1)
Arbor Place Limited Partnership
Multi-GP Holdings, LLC
|
Acadiana Mall (2) (3)
Arbor Place (2)
Greenbrier Mall (2)
Park Plaza (2)
Shoppes at St. Claire Square (2)
St. Claire Square (2)
|
Lafayette, LA
Douglasville, GA
Chesapeake, VA
Little Rock, AR
Fairview Heights, IL
Fairview Heights, IL
|
CBL/Westmoreland, L.P.
CBL/Westmoreland I, LLC
CBL/Westmoreland II, LLC
CW Joint Venture, LLC
Arbor Place Limited Partnership
Multi-GP Holdings, LLC
|
Westmoreland Mall
Westmoreland Crossing
|
Greensburg, PA
Greensburg, PA
|
Cherryvale Mall, LLC
|
CherryVale Mall
|
Rockford, IL
|
Madison/East Towne, LLC
Madison Joint Venture, LLC
CBL/Madison I, LLC
|
East Towne Mall
|
Madison, WI
|
Frontier Mall Associates Limited Partnership
Mortgage Holdings LLC
|
Frontier Mall
|
Cheyenne, WY
|
JG Winston-Salem, LLC
|
Hanes Mall
|
Winston-Salem, NC
|
Imperial Valley Mall II, L.P.
Imperial Valley Mall GP, LLC
Imperial Valley Mall, L.P.
CBL/Imperial Valley, GP, LLC
|
Imperial Valley Mall
|
El Centro, CA
|
Combined Guarantor Subsidiaries
|
Guarantor Properties
|
Location
|
Kirkwood Mall Acquisition LLC
Kirkwood Mall Mezz LLC
CBL/Kirkwood Mall, LLC
|
Kirkwood Mall
|
Bismarck, ND
|
Layton Hills Mall CMBS, LLC
|
Layton Hills Mall and Cinema
Layton Hills Plaza
Layton Hills Convenience Center
|
Layton, UT
Layton, UT
Layton, UT
|
Mall del Norte, LLC
MDN/Laredo GP, LLC
|
Mall del Norte and Cinema
|
Laredo, TX
|
Mayfaire Town Center, LP
Mayfaire GP, LLC
|
Mayfaire Town Center
|
Wilmington, NC
|
Mortgage Holdings, LLC (4)
|
Four mortgage notes receivable (2)
|
Chattanooga, TN
|
Hixson Mall, LLC
|
Northgate Mall
|
Chattanooga, TN
|
Pearland Town Center Limited Partnership
Pearl Ground, LLC
Pearland Town Center GP, LLC
|
Pearland Town Center - Retail
Pearland Town Center - Office
|
Pearland, TX
|
POM-College Station, LLC
|
Post Oak Mall
|
College Station, TX
|
CBL RM-Waco, LLC
CBL/Richland G.P., LLC
|
Richland Mall
|
Waco, TX
|
CBL SM - Brownsville, LLC
CBL/Sunrise GP, LLC
|
Sunrise Mall
|
Brownsville, TX
|
Turtle Creek Limited Partnership
Mortgage Holdings, LLC
|
Turtle Creek Mall
|
Hattiesburg, MS
|
Madison/West Towne, LLC
Madison Joint Venture, LLC
CBL/Madison I, LLC
|
West Towne Mall
|
Madison, WI
|
Madison Joint Venture, LLC (5)
CBL/Madison I, LLC
|
West Town Crossing (2)
|
Madison, WI
|
(1)
|
CW Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Westmoreland Mall and Westmoreland Crossing, as noted below.
|
(2)
|
Property/asset is not collateral on the secured credit facility.
|
(3)
|
In January 2019, the Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. See Note 6 for additional information.
|
(4)
|
Mortgage Holdings, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of Turtle Creek Mall, as noted below.
|
(5)
|
Madison Joint Venture, LLC is a Guarantor Subsidiary because it is an entity in the ownership chain of East Towne Mall and West Towne Mall, as noted below.
|
Description
|
|
Date Adopted &
Application
Method
|
|
Financial Statement Effect and Other Information
|
ASU 2016-02, Leases, and related subsequent amendments
|
|
January 1, 2019 -
Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)
|
|
The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use (“ROU”) asset and corresponding lease liability for assets with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Combined Guarantor Subsidiaries' combined financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See Note 4 for further details.
|
Description
|
|
Expected
Adoption Date &
Application
Method
|
|
Financial Statement Effect and Other Information
|
ASU 2016-13, Measurement of Credit Losses on Financial Instruments
|
|
January 1, 2020 -
Modified Retrospective
|
|
The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity's estimate of contractual cash flows not expected to be collected.
The Combined Guarantor Subsidiaries have determined that the guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. After evaluating the impact that this update will have on the combined financial statements and related disclosures, the Combined Guarantor Subsidiaries do not believe it will have material impact upon adoption.
|
|
|
|
|
|
ASU 2018-13, Fair Value Measurement
|
|
January 1, 2020 - Prospective
|
|
The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
The Combined Guarantor Subsidiaries do not expect the adoption of this guidance will have a material impact on the combined financial statements or disclosures.
|
|
|
|
|
|
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
January 1, 2020 -
Prospective
|
|
The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Combined Guarantor Subsidiaries are to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense.
The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement.
The Combined Guarantor Subsidiaries do not expect the adoption of this guidance will have a material impact on the combined financial statements or disclosures.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
Intangible lease assets and other assets:
|
|
|
|
|
|
|
|
||||||||
Above-market leases
|
$
|
11,522
|
|
|
$
|
(10,813
|
)
|
|
$
|
12,307
|
|
|
$
|
(11,198
|
)
|
In-place leases
|
42,905
|
|
|
(36,724
|
)
|
|
46,229
|
|
|
(37,381
|
)
|
||||
Tenant relationships
|
26,068
|
|
|
(4,492
|
)
|
|
27,866
|
|
|
(4,880
|
)
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Below-market leases
|
27,831
|
|
|
(22,729
|
)
|
|
28,942
|
|
|
(21,805
|
)
|
|
|
Contract Liability
|
||
Balance as of December 31, 2018
|
|
$
|
79
|
|
Completed performance obligation
|
|
—
|
|
|
Contract obligation
|
|
—
|
|
Balance as of March 31, 2019
|
|
79
|
|
|
Completed performance obligation
|
|
—
|
|
|
Contract obligation
|
|
—
|
|
|
Balance as of June 30, 2019
|
|
79
|
|
|
Completed performance obligation
|
|
—
|
|
|
Contract obligation
|
|
—
|
|
|
Balance as of September 30, 2019
|
|
$
|
79
|
|
|
|
|
As of
September 30, 2019
|
|
Expected Settlement Period
|
|||||||||||
Description
|
Financial Statement Line Item
|
|
|
2019 (1)
|
|
2020
|
|
2021
|
|
2022
|
||||||
Contract liability (2)
|
Other rents
|
|
79
|
|
|
(19
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(20
|
)
|
(1)
|
Reflects fiscal period October 1, 2019 through December 31, 2019.
|
(2)
|
Relates to a contract in which the Combined Guarantor Subsidiaries received advance payments in the initial year of the multi-year contract.
|
|
|
Three Months
Ended
September 30, 2019
|
|
Three Months
Ended
September 30, 2018
|
|
Nine Months
Ended
September 30, 2019
|
|
Nine Months
Ended
September 30, 2018
|
||||||||
Rental revenues (1)
|
|
$
|
67,495
|
|
|
$
|
77,067
|
|
|
$
|
206,083
|
|
|
$
|
232,749
|
|
Revenues from contracts with customers (ASC 606):
|
|
|
|
|
|
|
|
|
||||||||
Operating expense reimbursements (2)
|
|
1,217
|
|
|
910
|
|
|
3,061
|
|
|
3,044
|
|
||||
Marketing revenues (3)
|
|
562
|
|
|
559
|
|
|
1,548
|
|
|
1,476
|
|
||||
|
|
1,779
|
|
|
1,469
|
|
|
4,609
|
|
|
4,520
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other revenues
|
|
54
|
|
|
119
|
|
|
495
|
|
|
415
|
|
||||
Total revenues (4)
|
|
$
|
69,328
|
|
|
$
|
78,655
|
|
|
$
|
211,187
|
|
|
$
|
237,684
|
|
(1)
|
Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC 840, Leases. See Note 4.
|
(2)
|
Includes $1,232 in the Malls segment and $(15) in the All Other segment for the three months ended September 30, 2019, and includes $903 in the Malls segment and $7 in the All Other segment for the three months ended September 30, 2018. Includes $3,072 in the Malls segment and $(11) in the All Other segment for the nine months ended September 30, 2019, and includes $3,020 in the Malls segment and $24 in the All Other segment for the nine months ended September 30, 2018.
|
(3)
|
Marketing revenues solely relate to the Malls segment for all periods presented. See description below.
|
(4)
|
Sales taxes are excluded from revenues.
|
Performance obligation
|
|
Less than 5 years
|
|
5-20 years
|
|
Over 20 years
|
|
Total
|
||||||||
Fixed operating expense reimbursements
|
|
$
|
12,849
|
|
|
$
|
23,819
|
|
|
$
|
33,465
|
|
|
$
|
70,133
|
|
|
|
Three Months Ended
September 30, 2019
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended
September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
||||||||
Fixed lease payments
|
|
$
|
56,501
|
|
|
$
|
65,031
|
|
|
$
|
171,564
|
|
|
$
|
195,249
|
|
Variable lease payments
|
|
10,994
|
|
|
12,036
|
|
|
34,519
|
|
|
37,500
|
|
||||
Total rental revenues
|
|
$
|
67,495
|
|
|
$
|
77,067
|
|
|
$
|
206,083
|
|
|
$
|
232,749
|
|
Year Ending December 31,
|
|
Operating Leases
|
||
2019 (1)
|
|
$
|
50,760
|
|
2020
|
|
189,456
|
|
|
2021
|
|
167,335
|
|
|
2022
|
|
137,621
|
|
|
2023
|
|
116,639
|
|
|
2024
|
|
91,074
|
|
|
Thereafter
|
|
222,440
|
|
|
Total undiscounted lease payments
|
|
$
|
975,325
|
|
(1)
|
Reflects rental payments for the fiscal period October 1, 2019 through December 31, 2019.
|
Years Ending December 31,
|
Operating Leases
|
||
2019
|
$
|
184,923
|
|
2020
|
154,944
|
|
|
2021
|
133,093
|
|
|
2022
|
107,092
|
|
|
2023
|
86,957
|
|
|
Thereafter
|
193,324
|
|
|
Total
|
$
|
860,333
|
|
|
|
ROU Asset
|
|
Lease Liability
|
||||
Balance as of January 1, 2019
|
|
$
|
493
|
|
|
$
|
490
|
|
Cash reduction
|
|
(30
|
)
|
|
(30
|
)
|
||
Noncash increase
|
|
26
|
|
|
29
|
|
||
Balance as of September 30, 2019
|
|
$
|
489
|
|
|
$
|
489
|
|
Year Ending December 31,
|
|
Operating Lease
|
||
2019 (1)
|
|
$
|
10
|
|
2020
|
|
41
|
|
|
2021
|
|
41
|
|
|
2022
|
|
41
|
|
|
2023
|
|
41
|
|
|
2024
|
|
41
|
|
|
Thereafter
|
|
1,951
|
|
|
Total undiscounted lease payments
|
|
2,166
|
|
|
Less imputed interest
|
|
(1,677
|
)
|
|
Lease Liability
|
|
$
|
489
|
|
(1)
|
Reflects rental payments for the fiscal period October 1, 2019 through December 31, 2019.
|
2019
|
|
$
|
41
|
|
2020
|
|
41
|
|
|
2021
|
|
41
|
|
|
2022
|
|
41
|
|
|
2023
|
|
41
|
|
|
Thereafter
|
|
1,990
|
|
|
|
|
$
|
2,195
|
|
Level 1 –
|
Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
|
Level 2 –
|
Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
|
Level 3 –
|
Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Combined Guarantor Subsidiaries' assumptions and best judgment.
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Loss on
Impairment
|
||||||||||
Long-lived assets
|
$
|
56,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,300
|
|
|
$
|
22,770
|
|
Impairment Date
|
|
Property
|
|
Location
|
|
Segment
Classification
|
|
Loss on
Impairment
|
|
Fair
Value
|
||||
March
|
|
Greenbrier Mall (1)
|
|
Chesapeake, VA
|
|
Malls
|
|
$
|
22,770
|
|
|
$
|
56,300
|
|
(1)
|
In accordance with the Combined Guarantor Subsidiaries' quarterly impairment process, the Combined Guarantor Subsidiaries wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline of NOI due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.0% and a discount rate 11.5%.
|
Transfer
Date
|
|
|
|
|
|
|
|
Balance of
Non-recourse
Debt
|
|
Gain on
Extinguishment
of Debt
|
||||
|
Property
|
|
Property Type
|
|
Location
|
|
|
|||||||
January
|
|
Acadiana Mall (1)
|
|
Mall
|
|
Lafayette, LA
|
|
$
|
119,760
|
|
|
$
|
61,796
|
|
(1)
|
The Combined Guarantor Subsidiaries transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of $43,007 was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Combined Guarantor Subsidiaries also recorded $305 of aggregate non-cash default interest expense during the first quarter of 2019.
|
|
Interest
Rate (1)
|
|
Maturity
Date
|
|
September 30,
2019
|
|
December 31, 2018
|
||||
Property
|
|
|
|
|
|
|
|
|
|||
Acadiana Mall (2)
|
5.67%
|
|
Apr-17
|
|
$
|
—
|
|
|
$
|
119,760
|
|
Greenbrier Mall
|
5.41%
|
|
Dec-19
|
|
65,401
|
|
|
68,101
|
|
||
Park Plaza Mall
|
5.28%
|
|
Apr-21
|
|
79,090
|
|
|
81,287
|
|
||
Arbor Place Mall
|
5.10%
|
|
May-22
|
|
107,456
|
|
|
109,209
|
|
||
Total mortgage notes payable
|
5.23%
|
|
|
|
251,947
|
|
|
378,357
|
|
||
Unamortized deferred financing costs
|
|
|
|
|
(174
|
)
|
|
(361
|
)
|
||
Total mortgage notes payable, net
|
|
|
|
|
$
|
251,773
|
|
|
$
|
377,996
|
|
(1)
|
Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
|
(2)
|
2019 (1)
|
|
$
|
66,757
|
|
2020
|
|
5,574
|
|
|
2021
|
|
77,843
|
|
|
2022
|
|
101,773
|
|
|
|
|
251,947
|
|
|
Unamortized deferred financing costs
|
|
(174
|
)
|
|
Total mortgage notes payable, net
|
|
$
|
251,773
|
|
(1)
|
Reflects payments for the fiscal period October 1, 2019 through December 31, 2019.
|
|
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||
|
|
Maturity
Date
|
|
Interest
Rate
|
|
Balance
|
|
Interest
Rate
|
|
Balance
|
||||
Mortgages:
|
|
|
|
|
|
|
|
|
|
|
||||
The Promenade (1)
|
|
Dec 2019
|
|
5.00%
|
|
$
|
47,513
|
|
|
5.00%
|
|
$
|
47,514
|
|
Hamilton Corner
|
|
Feb 2020
|
|
5.67%
|
|
14,295
|
|
|
5.67%
|
|
14,295
|
|
||
Forum at Grandview (1) (3)
|
|
Sep 2023
|
|
5.25%
|
|
—
|
|
|
5.25%
|
|
12,400
|
|
||
Village Square (2)
|
|
Sept 2019
|
|
5.00%
|
|
964
|
|
|
4.00%
|
|
1,308
|
|
||
|
|
|
|
|
|
62,772
|
|
|
|
|
75,517
|
|
||
Other Notes Receivable:
|
|
|
|
|
|
|
|
|
|
|
||||
Community improvement district
|
|
Aug 2028
|
|
7.50%
|
|
1,230
|
|
|
7.50%
|
|
1,230
|
|
||
|
|
|
|
|
|
1,230
|
|
|
|
|
1,230
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
$
|
64,002
|
|
|
|
|
$
|
76,747
|
|
(1)
|
The mortgaged property is owned by an entity that is controlled by the Operating Partnership and included in the Operating Partnership's condensed consolidated financial statements. The mortgage note receivable is interest only.
|
(2)
|
(3)
|
This property was sold in July 2019.
|
Three Months Ended September 30, 2019
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues
|
|
$
|
66,708
|
|
|
$
|
2,620
|
|
|
$
|
69,328
|
|
Property operating expenses (2)
|
|
(20,785
|
)
|
|
(456
|
)
|
|
(21,241
|
)
|
|||
Interest expense
|
|
(3,400
|
)
|
|
—
|
|
|
(3,400
|
)
|
|||
Other expense
|
|
(10
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|||
Gain on sales of real estate assets
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
Segment profit
|
|
$
|
42,533
|
|
|
$
|
2,162
|
|
|
44,695
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(24,681
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
1,022
|
|
|||||
Net income
|
|
|
|
|
|
$
|
21,036
|
|
||||
Capital expenditures (3)
|
|
$
|
10,692
|
|
|
$
|
404
|
|
|
$
|
11,096
|
|
Three Months Ended September 30, 2018
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues
|
|
$
|
76,009
|
|
|
$
|
2,646
|
|
|
$
|
78,655
|
|
Property operating expenses (2)
|
|
(22,841
|
)
|
|
(660
|
)
|
|
(23,501
|
)
|
|||
Interest expense
|
|
(6,129
|
)
|
|
—
|
|
|
(6,129
|
)
|
|||
Other expense
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Gain on sales of real estate assets
|
|
698
|
|
|
—
|
|
|
698
|
|
|||
Segment profit
|
|
$
|
47,732
|
|
|
$
|
1,986
|
|
|
49,718
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
|
|
(24,481
|
)
|
|||
Interest and other income
|
|
|
|
|
|
|
|
1,857
|
|
|||
Net income
|
|
|
|
|
|
|
|
$
|
27,094
|
|
||
Capital expenditures (3)
|
|
$
|
10,391
|
|
|
$
|
3
|
|
|
$
|
10,394
|
|
Nine Months Ended September 30, 2019
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues
|
|
$
|
203,511
|
|
|
$
|
7,676
|
|
|
$
|
211,187
|
|
Property operating expenses (2)
|
|
(62,794
|
)
|
|
(1,633
|
)
|
|
(64,427
|
)
|
|||
Interest expense
|
|
(10,797
|
)
|
|
—
|
|
|
(10,797
|
)
|
|||
Other expense
|
|
(637
|
)
|
|
(2
|
)
|
|
(639
|
)
|
|||
Gain on sales of real estate assets
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
Segment profit
|
|
$
|
129,303
|
|
|
$
|
6,041
|
|
|
135,344
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(71,499
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
3,049
|
|
|||||
Gain on extinguishment of debt
|
|
|
|
|
|
61,796
|
|
|||||
Loss on impairment
|
|
|
|
|
|
(22,770
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
105,920
|
|
||||
Capital expenditures (3)
|
|
$
|
29,221
|
|
|
$
|
427
|
|
|
$
|
29,648
|
|
Nine Months Ended September 30, 2018
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
Revenues
|
|
$
|
229,576
|
|
|
$
|
8,108
|
|
|
$
|
237,684
|
|
Property operating expenses (2)
|
|
(68,513
|
)
|
|
(1,931
|
)
|
|
(70,444
|
)
|
|||
Interest expense
|
|
(18,270
|
)
|
|
—
|
|
|
(18,270
|
)
|
|||
Other expense
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||
Gain on sales of real estate assets
|
|
2,406
|
|
|
—
|
|
|
2,406
|
|
|||
Segment profit
|
|
$
|
145,159
|
|
|
$
|
6,177
|
|
|
151,336
|
|
|
Depreciation and amortization expense
|
|
|
|
|
|
(73,587
|
)
|
|||||
Interest and other income
|
|
|
|
|
|
6,077
|
|
|||||
Net income
|
|
|
|
|
|
$
|
83,826
|
|
||||
Capital expenditures (3)
|
|
$
|
30,308
|
|
|
$
|
367
|
|
|
$
|
30,675
|
|
Total Assets
|
|
Malls
|
|
All Other (1)
|
|
Total
|
||||||
September 30, 2019
|
|
$
|
1,566,677
|
|
|
$
|
126,026
|
|
|
$
|
1,692,703
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
$
|
1,697,211
|
|
|
$
|
144,649
|
|
|
$
|
1,841,860
|
|
(1)
|
The All Other category includes associated centers and notes receivable.
|
(2)
|
Property operating expenses include property operating, real estate taxes and maintenance and repairs.
|
(3)
|
Amounts include acquisitions of real estate assets. Developments in progress are included in the All Other category.
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Additions to real estate assets accrued but not yet paid
|
$
|
9,296
|
|
|
$
|
6,885
|
|
Distribution of properties to owners
|
11,455
|
|
|
—
|
|
||
Lease liabilities arising from obtaining right-of-use assets
|
489
|
|
|
—
|
|
||
Transfer of real estate assets in settlement of mortgage debt obligation:
|
|
|
|
||||
Decrease in real estate assets
|
(60,058
|
)
|
|
—
|
|
||
Decrease in mortgage and other indebtedness
|
115,271
|
|
|
—
|
|
||
Decrease in operating assets and liabilities
|
8,246
|
|
|
—
|
|
||
Decrease in intangible lease and other assets
|
(1,663
|
)
|
|
—
|
|