CBL Properties Reports Results for Fourth Quarter and Full-year 2020

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL Properties (OTCMKTS: CBLAQ) announced results for the fourth quarter and year ended December 31, 2020. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

KEY TAKEAWAYS:

• CBL entered into a First Amended and Restated Restructuring Support Agreement with an Ad Hoc Group representing 69% (including joinders) of its unsecured noteholders and 96% (including joinders) of the lenders under its secured credit facility, paving the way for a fully consensual comprehensive restructuring.
• In 2020, over 1.4 million square feet of new retail, dining and other uses have opened across CBL’s portfolio, furthering the transformation of CBL’s properties into a portfolio of market-dominant suburban town centers.
• FFO per diluted share, as adjusted, was $0.37 for the fourth quarter 2020, compared with $0.37 per share for the fourth quarter 2019. FFO per diluted share, as adjusted, was $0.70 for the twelve months ended December 31, 2020, compared with $1.36 per share for the prior year period.
• Major variances in fourth quarter 2020 FFO per share, as adjusted, compared with the prior year period included $0.12 per share of lower property NOI, which included $0.02 per share related to the estimate for uncollectable revenues, rent abatements and write-offs for past due rents related to tenants that are in bankruptcy or struggling financially. G&A expense during the fourth quarter 2020 was approximately $0.02 lower, due to cost saving initiatives put in place earlier in 2020. Additionally, overall interest expense declined by a net $0.05 per share during the quarter, primarily due to the post-petition interest expense payments that are not required to be made on the senior unsecured notes and secured credit facility subsequent to the Company’s bankruptcy filing on November 1, 2020, and partially offset by incremental pre-petition interest expense related to the default rate imposed on the secured credit facility.
• Total Portfolio same-center NOI declined 14.9% for the three months ended December 31, 2020, and 21.5% for the twelve months ended December 31, 2020, as compared with the respective prior-year periods.
• Portfolio occupancy as of December 31, 2020, was 87.5%, representing a 70-basis point improvement from the sequential quarter and a 370-basis point decline compared with 91.2% as of December 31, 2019. Same-center mall occupancy was 85.5% as of December 31, 2020, representing a 30-basis point improvement sequentially and a 460-basis point decline compared with 90.1% as of December 31, 2019. An estimated 330-basis points of the decline in total mall portfolio occupancy was due to store closures related to tenants in bankruptcy.

“We were encouraged by the improvement in operations during the fourth quarter,” said Stephen Lebovitz, Chief Executive Officer. “Our rent collection rate increased to 84% for the April to February period. We have also started collecting on 2020 rent deferrals, with an 84% collection rate on the approximately 60% that has been billed. Occupancy rates improved sequentially as we celebrated a number of exciting openings across our portfolio during the fourth quarter, including a new Live! Casino at Westmoreland Mall in Pittsburgh, Whole Foods at our associated center in Chattanooga, TN and several new boutiques and restaurants that opened ahead of the holiday 2020 season. While we anticipate the effects of the pandemic on our business will persist through 2021, our properties’ strong locations are generating ongoing demand from a variety of users. We expect that leasing activity will benefit as the vaccine roll-out continues to gain steam and traffic levels return to pre-pandemic levels.

“The events of 2020 were unprecedented, and in response we took extraordinary and necessary actions. While the impact to our business and revenues was substantial, we were successful in our efforts to preserve cash, stabilize occupancy and revenues, and reduce operating expenses. Additionally, we have made huge strides towards completing our financial restructuring. Though the process has taken longer than we had initially expected, our persistent efforts have borne fruit as we now move forward with the fully consensual restructuring plan, announced last month. By reducing leverage and the preferred obligation by almost $1.7 billion, lengthening maturities, lowering interest expense and increasing free cash flow, upon emergence CBL will be well-positioned to execute on our strategic priorities and pursue future growth opportunities. We look forward to starting fresh with a newly energized and more financially flexible company later this year.”

FINANCIAL RESULTS

Net loss attributable to common shareholders for the fourth quarter 2020 was $63.0 million, or a loss of $0.32 per diluted share, compared with net income of $22.0 million, or $0.12 per diluted share, for the fourth quarter 2019. Net loss for the fourth quarter 2020 was impacted by an aggregate $39.1 million in reorganization items and prepetition charges and a $66.4 million loss on impairment of real estate to write down the carrying value of The Outlet Shoppes at Laredo in Laredo, TX, to its estimated fair value, as well as an additional write down in the carrying value of Greenbrier Mall in Chesapeake, VA and EastGate Mall in Cincinnati, OH, to each properties’ estimated fair values. Net income for the fourth quarter 2019 included a $37.4 million loss on impairment of real estate.

Net loss attributable to common shareholders for the twelve months ended December 31, 2020, was $332.5 million, or a loss of $1.75 per diluted share, compared with a net loss of $153.7 million, or a loss of $0.89 per diluted share, for the twelve months ended 2019. Net loss for 2020 was impacted by an aggregate $59.9 million in reorganization item and prepetition charges and a $213.4 million loss on impairment of real estate compared with a $239.5 million loss on impairment of real estate in 2019.

FFO allocable to common shareholders, as adjusted, for the fourth quarter 2020 was $73.3 million, or $0.37 per diluted share, compared with $64.7 million, or $0.37 per diluted share, for the fourth quarter 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter 2020 was $75.3 million compared with $74.7 million for the fourth quarter 2019.

FFO allocable to common shareholders, as adjusted, for the twelve months ended December 31, 2020 was $132.9 million or $0.70 per diluted share, compared with $235.3 million or $1.36 per diluted share, for the twelve months ended December 31, 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the twelve months ended December 31, 2020, was $140.8 million compared with $271.5 million for the twelve months ended December 31, 2019.

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

Major variances impacting same-center NOI for the three months ended December 31, 2020, include:

• Same-center NOI declined $20.5 million, due to a $26.5 million decrease in revenues offset by a $6.0 million decline in operating expenses.
• Rental revenues declined $24.0 million, including a $11.0 million decline in minimum and other rents. Rental revenues also include a $9.9 million decline in tenant reimbursements (net of any abatements) and a $3.1 million decline in percentage rents. Rental revenues for the three months ended December 31, 2020, included $3.7 million related to uncollectable revenues and abatement.
• Property operating expenses declined $3.2 million compared with the prior year. Maintenance and repair expenses improved $2.7 million. The improvement in property operating and maintenance and repair expense is primarily due to the benefit of the Company’s comprehensive programs to reduce operating expenses to mitigate the impact of the COVID-19 pandemic. Real estate tax expenses were relatively flat.

COVID-19 RENT COLLECTION UPDATE

The Company has collected approximately 84% of related gross rents for the period April 2020 through February 2021. As of December 31, 2020, CBL had deferred approximately $30.6 million in rents due in 2020. As of April 2021, approximately 60% of total deferred rents have been billed, of which, approximately 84% has been collected.

LIQUIDITY

As of December 31, 2020, on a consolidated basis, the company had $294.9 million available in unrestricted cash and marketable securities.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

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

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

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

FINANCING ACTIVITY AND LENDER DISCUSSIONS

During the quarter, the foreclosure of Burnsville Center in Minneapolis, MN ($64.2 million loan) was completed. The Company also anticipates cooperating with conveyance or foreclosure proceedings for Park Plaza in Little Rock, AR ($76.8 million), EastGate Mall in Cincinnati, OH ($31.2 million) and Asheville Mall in Asheville, NC ($62.1 million loan). Asheville Mall was transferred into receivership in January 2021 and Park Plaza was transferred into receivership in March 2021. EastGate Mall is expected to be transferred into receivership imminently.

In March 2021, CBL closed on the extension and modification of two loans secured by 50/50 joint venture properties including the $53.2 million loan (100% loan amount) secured by The Pavilion at Port Orange in Port Orange, FL and the $54.6 million loans (100% loan amount) secured by Hammock Landing in West Melbourne, FL. The loans were extended for four years, with one additional one-year extension option available at the Company’s option. The interest rate was modified to an initial floating rate of 250 basis point over LIBOR and increasing 25 basis points each subsequent year.

RESTRUCTURING UPDATE

On March 21, 2021, the Company entered into an amended and restated Restructuring Support Agreement (the “Amended RSA”) with its credit facility lenders and unsecured noteholders that provides for a fully consensual comprehensive restructuring plan. The Amended RSA was entered into by the Company, lenders representing more than 96% (including joinders) of the outstanding balance of its secured credit facility (the “Bank Lenders”) and an Ad Hoc Group representing in excess of 69% (including joinders) of its senior unsecured noteholders. The transactions outlined in the Amended RSA will be implemented in the cases commenced by the Company and certain related subsidiaries under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) and pursuant to a joint chapter 11 plan of reorganization to be filed in the Chapter 11 Cases.

More information, including terms of the Amended RSA, may be found in the Form 8-K filed with the SEC on March 22, 2021, available in the Invest – SEC Filings section of cblproperties.com. The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring.

DISPOSITIONS

CBL did not complete any major dispositions during the quarter. For the full-year 2020, CBL generated gross proceeds from outparcel and land sales of $8.0 million.

ANCHOR REPLACEMENT AND LEASING PROGRESS

In 2020, over 1.4 million square feet of new retail, dining and other uses have opened across CBL’s portfolio, furthering the transformation of CBL’s properties into a portfolio of market-dominant suburban town centers. New store openings across the CBL portfolio include unique uses such as Live! Casino Pittsburgh at Westmoreland Mall outside of Pittsburgh, PA, Main Event at Mall del Norte in Laredo, TX, Southerns Live Music and Entertainment and Conn’s Home Plus at Post Oak Mall in College Station, TX and EFO Furniture Outlet at Stroud Mall in Stroudsburg, PA. CBL welcomed the first OFFLINE by American Eagle location in the country at CoolSprings Galleria in Nashville, TN, as well as one-of-a-kind boutiques such as Hollie Ray Boutique at CoolSprings Galleria and Rose & Remington at Fayette Mall in Lexington, KY. Several new sporting goods locations celebrated grand openings in 2020 with the new DICK’S Sporting Goods/Golf Galaxy at Coastal Grand in Myrtle Beach, SC, DICK’S Sporting Goods at Hamilton Place in Chattanooga, TN, and the new DICK’S Sporting Goods clearance concept at the Annex at Monroeville in Monroeville, PA. Openings also included more than 14 new dining options, including Party Fowl at CoolSprings Galleria, four entertainment uses, as well as fitness, service and other uses, such as Whole Foods, which opened in December at Gunbarrel Pointe in Chattanooga, TN.

In 2021, CBL has additional openings planned to include a new 135-key Aloft hotel at Hamilton Place in Chattanooga, TN, an HCA medical office building at Pearland Town Center in Houston, TX, Hollywood Casino at York Galleria in York, PA, Hobby Lobby at West Towne Mall in Madison, WI, and Rooms to Go at Cross Creek in Fayetteville, NC. Additional offerings, including new restaurants, fitness, hotel and other uses are planned or under negotiation and will be announced as details are finalized.

REDEVELOPMENT

As part of overall cost reduction and cash preservation actions, which resulted in more than $60 million in cost savings in 2020, CBL has suspended or delayed certain redevelopment projects. Progress continues on select projects. Detailed project information is available in CBL’s Financial Supplement for Q4 2020, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

2021 GUIDANCE

CBL is not providing guidance for 2021 anticipated net income and FFO per share at this time.

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 104 properties totaling 63.8 million square feet across 24 states, including 64 high-quality enclosed, outlet and open-air retail centers and seven properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

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

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

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

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

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

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

Since NOI includes only those revenues and expenses related to the operations of the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.

Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.

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