CBL Properties Reports Results for First Quarter 2019

CBL Properties (NYSE:CBL) announced results for the first quarter ended March 31, 2019. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

		Three Months Ended March 31,
		2019				2018				%
Net loss attributable to common shareholders per diluted share		$	(0.29	)		$	(0.06	)		(383.3	)%
Funds from Operations ("FFO") per diluted share		$	0.22			$	0.42			(47.6	)%
FFO, as adjusted, per diluted share (1)		$	0.30			$	0.42			(28.6	)%
(1) For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this news release.

KEY TAKEAWAYS:

• CBL has made tremendous progress on its anchor replacement program, with nearly two dozen anchor replacements recently opened or pending (complete list follows).
• In January 2019, CBL announced a new $1.185 billion secured credit facility maturing in July 2023.
• FFO per diluted share, as adjusted, was $0.30 for the first quarter 2019, compared with $0.42 per share for the first quarter 2018. First quarter 2019 FFO per share was impacted by approximately $0.02 per share higher G&A expense, primarily related to legal and third party fees incurred for the $500 million term loan that closed in January and litigation expense, $0.01 per share of lower outparcel sales, $0.02 per share of dilution from asset sales completed in 2018 and year-to-date and $0.05 per share of lower property NOI.
• Total Portfolio Same-center NOI declined 5.3% for the three months ended March 31, 2019.
• Portfolio occupancy increased 20 basis points to 91.3% as of March 31, 2019, compared with 91.1% as of March 31, 2018. Same-center mall occupancy was 89.7% as of March 31, 2019, a 20 basis point improvement compared with 89.5% as of March 31, 2018.
• Same-center sales per square foot for the stabilized mall portfolio for the twelve-months ended March 31, 2019, of $377 per square foot were flat compared with the prior-year period.
• Year-to-date, CBL has completed gross asset sales totaling $51 million.

"First quarter places CBL on-track to achieve results within our full-year guidance range," commented Stephen Lebovitz, chief executive officer. "We signed new leases at an average increase of 9.3% over the previous lease, and portfolio occupancy increased 20 basis points year-over-year. Our leasing efforts are successfully diversifying our tenant mix with nearly 80% of total new leases signed in the first quarter with non-apparel tenants. We have 22 anchor replacements committed, with six already open and many more under negotiation, demonstrating tremendous progress on our anchor replacement program. This program will help stabilize our income as we replace lost revenues, mitigate co-tenancy exposure and deliver new uses that drive traffic and strengthen the entire property. Anchor replacements such as the Stadium Live! Casino at Westmoreland Mall and Shoprite Supermarket at Stroud Mall are tangible examples of how we are transforming our centers with minimal cash investment by CBL.

“We expect ongoing pressure from retail bankruptcies and certain underperforming retailers in 2019. However, the market is severely discounting the underlying strength and potential of our properties, the progress we are making on our strategy and the determination of our team. We are pushing every day to achieve our top priority of stabilizing future revenues. We have addressed our significant maturities for 2019, including the extension of our credit facility in January, which provides us with both time and flexibility to execute our plan. Given the overall environment, we have a heightened sense of urgency across our company as we work together to execute on our strategic objectives and our goal of ultimately returning CBL to its proper valuation."

Net loss attributable to common shareholders for the first quarter 2019 was $50.2 million, or a loss of $0.29 per diluted share, compared with a net loss of $10.3 million, or a loss of $0.06 per diluted share, for the first quarter 2018. Net loss for the first quarter 2019 was impacted by $88.15 million of litigation settlement expense.

FFO allocable to common shareholders, as adjusted, for the first quarter 2019 was $52.4 million, or $0.30 per diluted share, compared with $72.2 million, or $0.42 per diluted share, for the first quarter 2018. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the first quarter 2019 was $60.6 million compared with $83.8 million for the first quarter 2018.

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

					Three Months Ended March 31, 2019
Portfolio same-center NOI					(5.3)%
Mall same-center NOI					(5.8)%

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

Major variances impacting same-center NOI for the quarter ended March 31, 2019, include:

• Same-center NOI declined $8.0 million, due to a $13.4 million decrease in revenues offset by a $5.4 million decline in operating expenses.
• Rental revenues declined $13.4 million, driven by a $0.2 million decline in percentage rents, a $5.9 million decline in tenant reimbursements and real estate tax reimbursements and a $7.3 million decline in minimum and other rents, including $1.6 million in uncollectable revenue. Uncollectable revenue represents amounts formerly described as bad debt expense, which were included in property operating expense in prior periods.

• Property operating expenses declined $3.0 million compared with the prior year, substantially related to $2.1 million in bad debt expense included in the prior year period. These amounts for the current period are included in rental revenues as uncollectable revenue. Maintenance and repair expenses increased $0.7 million. Real estate tax expenses declined $1.7 million.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):
			As of March 31,
			2019				2018
Portfolio occupancy			91.3%				91.1%
Mall portfolio			89.4%				89.3%
Same-center malls			89.7%				89.5%
Stabilized malls			89.7%				89.5%
Non-stabilized malls (2)			76.4%				77.0%
Associated centers			96.9%				97.8%
Community centers			97.6%				97.4%

(1)	Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community centers represents percentage of gross leasable area occupied.
(2)	Represents occupancy for The Outlet Shoppes at Laredo as of March 31, 2019 and March 31, 2018.

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

% Change in Average Gross Rent Per Square Foot:
				Three Months Ended March 31, 2019
Stabilized Malls				(9.4	)%
New leases				9.3	%
Renewal leases				(12.3	)%

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

			Twelve Months Ended March 31,
			2019					2018					% Change
Stabilized mall same-center sales per square foot			$	377				$	377				—%
Stabilized mall sales per square foot			$	377				$	373				1.1%

DISPOSITIONS

Year-to-date, CBL has closed on $51.0 million in asset sales including the sale of Cary Towne Center in Cary, NC, for $31.5 million. Proceeds from the sale were used to satisfy a portion of the $43.7 million outstanding non-recourse loan secured by the property. The remaining principal balance was forgiven. Additionally, in April, CBL completed the sale of Honey Creek Mall in Terre Haute, IN, for $14.6 million to Out of the Box Ventures, a subsidiary of Lionheart Capital. CBL will provide third party leasing and management services for Cary Towne Center and Honey Creek Mall.

Property			Location			Date Closed			Gross Sales Price (M)
Various parcels/land			Various			Various			$	4.9
Cary Towne Center			Cary, NC			January			$	31.5
Honey Creek Mall			Terre Haute, IN			April			$	14.6
Total									$	51.0

FINANCING ACTIVITY

In January 2019, CBL closed on a new $1.185 billion senior secured facility (the “Facility”), which includes a fully-funded $500 million term loan (the “Term Loan”) and a revolving line of credit (the ”Line of Credit”) with total borrowing capacity of $685 million. The Facility matures in July 2023 and bears a floating interest rate of 225 basis points over LIBOR. The Term Loan will be reduced by $35 million per year, paid in quarterly installments. The Facility replaces all of the Company’s prior unsecured bank facilities, which totaled $1.795 billion.

In January, CBL completed the transfer of Acadiana Mall in Lafayette, LA, to the holder of the note in exchange for extinguishment of the $119.8 million loan.

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

CBL has entered into discussion with the lender for the $67.2 million loan secured by Greenbrier Mall, which matures in December 2019. CBL's results for the first quarter 2019 included a $22.8 million loss on impairment of real estate related to the write down of the carrying value of Greenbrier Mall to the property's estimated fair value. The impairment was primarily the result of a change in the anticipated hold period as well as declines in the property's cash flow.

ANCHOR REPLACEMENT PROGRESS

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

Property			Prior Tenant			New Tenant(s)			Status
Cherryvale Mall			Bergner's			Choice Home Center			Open
Eastland Mall			JCPenney			H&M, Planet Fitness			Open
Jefferson Mall			Macy's			Round1			Open
Northwoods Mall			Sears			Burlington			Open
Kentucky Oaks Mall			Sears			Burlington, Ross Dress for Less			Open
West Towne			Sears			Dave & Busters, Total Wine			Open
Hanes Mall			Shops			Dave & Busters			Opening May 2019
Parkdale Mall			Macy's			Dick's, Five Below, HomeGoods			Opening May 2019
Brookfield Square			Sears			Marcus Theaters, Whirlyball			Opening fall 2019
South County Center			Sears			Round1			Construction in 2019
Dakota Square			Herberger's			Ross Dress for Less			Construction in 2019
Imperial Valley			Sears			Hobby Lobby			Construction in 2019
Laurel Park Place			Carson's			Dunham's Sports			Construction in 2019
Kentucky Oaks Mall			Elder Beerman			HomeGoods			Construction in 2019
Westmoreland Mall			BonTon			Stadium Live! Casino			Construction in 2019
Meridian Mall			Younkers			High Kaliber Karts			Construction in 2019
Stroud Mall			Boston			Shoprite			Construction in 2019
Cherryvale Mall			Sears			Tilt			Construction in 2019
York Galleria			Sears			Penn National Casino			Construction in 2020
Hamilton Place			Sears			Dick's Sporting Goods, Dave & Busters, ALoft Hotel, office			Opening 2020
Richland Mall			Sears			Dillard's			Opening 2020
Hanes Mall			Sears			Novant Health			Opening TBD

LITIGATION SETTLEMENT

In April, CBL entered into a settlement agreement, which replaced and superseded the term sheet entered into in March 2019, in the class action lawsuit filed on March 16, 2016, in the United States District Court for the Middle District of Florida (the "Court"). The settlement agreement was preliminarily approved by the Court on April 24, 2019, but remains subject to the final approval order. CBL accrued in its financial statements for the first quarter of 2019, an amount equal to the maximum expected settlement of approximately $88.15 million. This amount will be reduced in subsequent periods to reflect amounts actually paid through the claims process and credits actually made or as CBL is relieved of liability pursuant to the terms of the settlement agreement.

OUTLOOK AND GUIDANCE

Based on year-to-date results and expectations for the first quarter 2019, CBL anticipates achieving 2019 FFO, as adjusted, within its previously issued guidance range of $1.41 - $1.46 per diluted share. Guidance incorporates a reserve in the range of $5.0 - $15.0 million (the "Reserve") for potential future unbudgeted loss in rent from tenant bankruptcies, store closures or lease modifications that may occur in 2019. Based on bankruptcy and leasing activity year-to-date, including the impact of any co-tenancy, CBL currently expects to utilize approximately $6 - $8 million of the Reserve. Key assumptions underlying guidance are as follows:

			Low			High
2019 FFO, as adjusted, per share (includes the Reserve)			1.41			1.46
2019 Change in Same-Center NOI ("SC NOI") (Includes the Reserve)			(7.75)%			(6.25)%
Reserve for unbudgeted lost rents included in SC NOI and FFO			$15.0 million			$5.0 million
Gains on outparcel sales			$10.0 million			$15.0 million

Reconciliation of GAAP net income (loss) to 2019 FFO, as adjusted, per share guidance:

			Low					High
Expected diluted earnings per common share			$	(0.18	)			$	(0.12	)
Adjust to fully converted shares from common shares			0.03					0.02
Expected earnings per diluted, fully converted common share			(0.15		)			(0.10		)
Add: depreciation and amortization			1.38					1.38
Add: loss on impairment			0.12					0.12
Add: noncontrolling interest in loss of Operating Partnership			(0.02		)			(0.02		)
Expected FFO, as adjusted, per diluted, fully converted common share			$	1.33				$	1.38
Add: Litigation Settlement			0.44					0.44
Adjustment for certain significant items			(0.36		)			(0.36		)
Expected adjusted FFO per diluted, fully converted common share			$	1.41				$	1.46

INVESTOR CONFERENCE CALL AND WEBCAST

CBL Properties will host a conference call on Wednesday, May 1, 2019, at 11:00 a.m. ET. To access this interactive teleconference, dial (888) 317-6003 or (412) 317-6061 and enter the confirmation number, 9433932. A replay of the conference call will be available through May 8, 2019, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number, 10128914.

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

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

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 114 properties totaling 71.1 million square feet across 26 states, including 71 high-quality enclosed, outlet and open-air retail centers and 11 properties managed for third parties. CBL continuously strengthens its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

ADOPTION OF NEW LEASE ACCOUNTING STANDARD

The Company adopted Accounting Standards Codification ("ASC") 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statements of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. Please see the Company’s Supplemental Financial and Operating Information located in the Invest section of the Company’s website for more information regarding the components of rental revenues.

NON-GAAP FINANCIAL MEASURES
Funds From Operations

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

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

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

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

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

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company's results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this news release for a description of these adjustments.

Same-center Net Operating Income

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

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

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

Pro Rata Share of Debt

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

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

	CBL & Associates Properties, Inc.
	Consolidated Statements of Operations
	(Unaudited; in thousands, except per share amounts)
				Three Months Ended March 31,
				2019					2018
	REVENUES (1):
	Rental revenues			$	190,980				$	212,729
	Management, development and leasing fees			2,523					2,721
	Other			4,527					4,750
	Total revenues			198,030					220,200
	OPERATING EXPENSES:
	Property operating			(28,980		)			(32,826		)
	Depreciation and amortization			(69,792		)			(71,750		)
	Real estate taxes			(19,919		)			(21,848		)
	Maintenance and repairs			(12,776		)			(13,179		)
	General and administrative			(22,007		)			(18,304		)
	Loss on impairment			(24,825		)			(18,061		)
	Litigation settlement			(88,150		)			—
	Other			—					(94		)
	Total operating expenses			(266,449		)			(176,062		)
	OTHER INCOME (EXPENSES):
	Interest and other income			489					213
	Interest expense			(53,998		)			(53,767		)
	Gain on extinguishment of debt			71,722					—
	Gain on sales of real estate assets			228					4,371
	Income tax benefit (provision)			(139		)			645
	Equity in earnings of unconsolidated affiliates			3,308					3,739
	Total other income (expenses)			21,610					(44,799		)
	Net loss			(46,809		)			(661		)
	Net (income) loss attributable to noncontrolling interests in:
	Operating Partnership			7,758					1,665
	Other consolidated subsidiaries			75					(101		)
	Net income (loss) attributable to the Company			(38,976		)			903
	Preferred dividends			(11,223		)			(11,223		)
	Net loss attributable to common shareholders			$	(50,199	)			$	(10,320	)
	Basic and diluted per share data attributable to common shareholders:
	Net loss attributable to common shareholders			$	(0.29	)			$	(0.06	)
	Weighted-average common and potential dilutive common shares outstanding			173,252					171,943
(1)	See "Implementation of Lease Accounting Standard" on page 7 for further information on the presentation of rental revenues in accordance with the new standard adopted effective January 1, 2019.

The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)

				Three Months Ended March 31,
				2019					2018
	Net loss attributable to common shareholders			$	(50,199	)			$	(10,320	)
	Noncontrolling interest in loss of Operating Partnership			(7,758		)			(1,665		)
	Depreciation and amortization expense of:
	Consolidated properties			69,792					71,750
	Unconsolidated affiliates			10,666					10,401
	Non-real estate assets			(897		)			(921		)
	Noncontrolling interests' share of depreciation and amortization			(2,157		)			(2,166		)
	Loss on impairment			24,825					18,061
	Gain on depreciable property			(242		)			(2,236		)
	FFO allocable to Operating Partnership common unitholders			44,030					82,904
	Litigation settlement, net of taxes (1)			87,667					—
	Non-cash default interest expense (2)			542					916
	Gain on extinguishment of debt (3)			(71,722		)			—
	FFO allocable to Operating Partnership common unitholders, as adjusted			$	60,517				$	83,820
	FFO per diluted share			$	0.22				$	0.42
	FFO, as adjusted, per diluted share			$	0.30				$	0.42
	Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted			200,010					199,694
(1)	The three months ended March 31, 2019 is comprised of the accrued maximum expense related to the proposed settlement of a class action lawsuit.
(2)	The three months ended March 31, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. The three months ended March 31, 2018 includes default interest expense related to Acadiana Mall.
(3)	The three months ended March 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019.

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

			Three Months Ended March 31,
			2019					2018
Diluted EPS attributable to common shareholders			$	(0.29	)			$	(0.06	)
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			0.39					0.40
Loss on impairment			0.12					0.09
Gain on depreciable property			—					(0.01		)
FFO per diluted share			$	0.22				$	0.42

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

				Three Months Ended March 31,
				2019					2018
	FFO allocable to Operating Partnership common unitholders			$	44,030				$	82,904
	Percentage allocable to common shareholders (1)			86.62		%			86.10		%
	FFO allocable to common shareholders			$	38,139				$	71,380
	FFO allocable to Operating Partnership common unitholders, as adjusted			$	60,517				$	83,820
	Percentage allocable to common shareholders (1)			86.62		%			86.10		%
	FFO allocable to common shareholders, as adjusted			$	52,420				$	72,169
(1)	Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 16.

SUPPLEMENTAL FFO INFORMATION:
			Three Months Ended March 31,
			2019					2018
Lease termination fees			$	1,017				$	6,261
Lease termination fees per share			$	0.01				$	0.03
Straight-line rental income			$	237				$	(3,633	)
Straight-line rental income per share			$	—				$	(0.02	)
Gains on outparcel sales			$	618				$	2,147
Gains on outparcel sales per share			$	—				$	0.01
Net amortization of acquired above- and below-market leases			$	808				$	805
Net amortization of acquired above- and below-market leases per share			$	—				$	—
Net amortization of debt premiums and discounts			$	324				$	107
Net amortization of debt premiums and discounts per share			$	—				$	—
Income tax benefit (provision)			$	(139	)			$	645
Income tax benefit (provision) per share			$	—				$	—
Gain on extinguishment of debt			$	71,722				$	—
Gain on extinguishment of debt per share			$	0.36				$	—
Non-cash default interest expense			$	(542	)			$	(916	)
Non-cash default interest expense per share			$	—				$	—
Abandoned projects expense			$	—				$	(94	)
Abandoned projects expense per share			$	—				$	—
Interest capitalized			$	563				$	587
Interest capitalized per share			$	—				$	—
Litigation settlement, net of taxes			$	(87,667	)			$	—
Litigation settlement, net of taxes per share			$	(0.44	)			$	—
			As of March 31,
			2019					2018
Straight-line rent receivable			$	53,870				$	58,244

Same-center Net Operating Income (Dollars in thousands)
			Three Months Ended March 31,
			2019					2018
Net loss			$	(46,809	)			$	(661	)
Adjustments:
Depreciation and amortization			69,792					71,750
Depreciation and amortization from unconsolidated affiliates			10,666					10,401
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(2,157		)			(2,166		)
Interest expense			53,998					53,767
Interest expense from unconsolidated affiliates			6,570					5,954
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(1,766		)			(1,851		)
Abandoned projects expense			—					94
Gain on sales of real estate assets			(228		)			(4,371		)
Gain on sales of real estate assets of unconsolidated affiliates			(630		)			—
Gain on extinguishment of debt			(71,722		)			—
Loss on impairment			24,825					18,061
Litigation settlement			88,150					—
Income tax (benefit) provision			139					(645		)
Lease termination fees			(1,017		)			(6,261		)
Straight-line rent and above- and below-market lease amortization			(1,045		)			2,828
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries			75					(101		)
General and administrative expenses			22,007					18,304
Management fees and non-property level revenues			(2,666		)			(3,818		)
Operating Partnership's share of property NOI			148,182					161,285
Non-comparable NOI			(5,041		)			(10,105		)
Total same-center NOI (1)			$	143,141				$	151,180
Total same-center NOI percentage change			(5.3		)%

Same-center Net Operating Income (Continued)
			Three Months Ended March 31,
			2019					2018
Malls			$	127,920				$	135,848
Associated centers			8,127					8,003
Community centers			5,483					5,395
Offices and other			1,611					1,934
Total same-center NOI (1)			$	143,141				$	151,180
Percentage Change:
Malls			(5.8		)%
Associated centers			1.5		%
Community centers			1.6		%
Offices and other			(16.7		)%
Total same-center NOI (1)			(5.3		)%

(1)	CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of March 31, 2019, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending March 31, 2019. New properties are excluded from same-center NOI, until they meet this criteria. Properties excluded from the same-center pool that would otherwise meet this criteria are properties which are either under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)
			As of March 31, 2019
			Fixed Rate					Variable Rate					Total per Debt Schedule					Unamortized Deferred Financing Costs					Total
Consolidated debt			$	2,971,830				$	970,453				$	3,942,283				$	(20,083	)			$	3,922,200
Noncontrolling interests' share of consolidated debt			(93,909		)			—					(93,909		)			775					(93,134		)
Company's share of unconsolidated affiliates' debt			547,494					84,404					631,898					(2,529		)			629,369
Company's share of consolidated and unconsolidated debt			$	3,425,415				$	1,054,857				$	4,480,272				$	(21,837	)			$	4,458,435
Weighted-average interest rate			5.16		%			4.78		%			5.07		%
			As of March 31, 2018
			Fixed Rate					Variable Rate					Total per Debt Schedule					Unamortized Deferred Financing Costs					Total
Consolidated debt			$	3,110,446				$	1,114,969				$	4,225,415				$	(17,730	)			$	4,207,685
Noncontrolling interests' share of consolidated debt			(76,785		)			(5,403		)			(82,188		)			670					(81,518		)
Company's share of unconsolidated affiliates' debt			529,722					67,754					597,476					(2,319		)			595,157
Company's share of consolidated and unconsolidated debt			$	3,563,383				$	1,177,320				$	4,740,703				$	(19,379	)			$	4,721,324
Weighted-average interest rate			5.19		%			3.23		%			4.70		%

Total Market Capitalization as of March 31, 2019 (In thousands, except stock price)
			Shares Outstanding				Stock Price (1)					Value
Common stock and Operating Partnership units			200,220				$	1.55				$	310,341
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												936,591
Company's share of total debt, excluding unamortized deferred financing costs												4,480,272
Total market capitalization												$	5,416,863

(1)	Stock price for common stock and Operating Partnership units equals the closing price of the common stock on March 29, 2019. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding (In thousands)
			Three Months Ended March 31,
			Basic				Diluted
2019:
Weighted-average shares - EPS			173,252				173,252
Weighted-average Operating Partnership units			26,758				26,758
Weighted-average shares - FFO			200,010				200,010
2018:
Weighted-average shares - EPS			171,943				171,943
Weighted-average Operating Partnership units			27,751				27,751
Weighted-average shares - FFO			199,694				199,694

Dividend Payout Ratio
			Three Months Ended March 31,
			2019					2018
Weighted-average cash dividend per share			$	0.08586				$	0.20885
FFO, as adjusted, per diluted fully converted share			$	0.30				$	0.42
Dividend payout ratio			28.6		%			49.7		%

Consolidated Balance Sheets (Unaudited; in thousands, except share data)
			As of
			March 31, 2019					December 31, 2018
ASSETS
Real estate assets:
Land			$	786,011				$	793,944
Buildings and improvements			6,259,125					6,414,886
			7,045,136					7,208,830
Accumulated depreciation			(2,478,821		)			(2,493,082		)
			4,566,315					4,715,748
Held for sale			—					30,971
Developments in progress			56,273					38,807
Net investment in real estate assets			4,622,588					4,785,526
Cash and cash equivalents			21,055					25,138
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018			71,662					77,788
Other, net of allowance for doubtful accounts of $838 in 2018			9,858					7,511
Mortgage and other notes receivable			7,406					7,672
Investments in unconsolidated affiliates			277,357					283,553
Intangible lease assets and other assets			152,022					153,665
			$	5,161,948				$	5,340,853
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net			$	3,922,199				$	4,043,180
Accounts payable and accrued liabilities			278,260					218,217
Liabilities related to assets held for sale			—					43,716
Total liabilities			4,200,459					4,305,113
Commitments and contingencies
Redeemable noncontrolling interests			3,017					3,575
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding			18					18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding			7					7
Common stock, $.01 par value, 350,000,000 shares authorized, 173,461,916 and 172,656,458 issued and outstanding in 2019 and 2018, respectively			1,735					1,727
Additional paid-in capital			1,967,845					1,968,280
Dividends in excess of cumulative earnings			(1,069,104		)			(1,005,895		)
Total shareholders' equity			900,501					964,137
Noncontrolling interests			57,971					68,028
Total equity			958,472					1,032,165
			$	5,161,948				$	5,340,853

View source version on businesswire.com: https://www.businesswire.com/news/home/20190430006125/en/