CBL & Associates Properties, Inc. (CBL) Q3 Earnings Conference Call Transcript

CBL & Associates Properties, Inc. (CBLQ)
Q4 2018 Earnings Conference Call
February 8, 2019, 11:00 a.m. ET

Contents:

• Prepared Remarks
• Questions and Answers
• Call Participants
  
  See all our earnings call transcripts.

Prepared Remarks:

Operator

Good day. And welcome to the CBL Properties fourth quarter earnings conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the * key followed by 0. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press * then 1 on your telephone keypad. To withdraw your question, please press * then 2. Please note this event is being recorded. I would now like to turn the conference over to Katie Reinsmidt, CIO. Please go ahead, ma'am.

Katie Reinsmidt -- Chief Investment Officer

Thank you. And good morning. Joining me today are Stephen Lebovitz, CEO and Farzana Khaleel, Executive Vice President and CFO. This conference call contains forward-looking statements within the meaning of the Federal Securities Laws. Such statements are inherently subject to risks and uncertainties. Future events and actual results, financial and otherwise, may differ materially. We direct you to the company's varied filings with the SEC for a detailed discussion of these risks. A reconciliation of supplemental non-GAAP financial measures to the comparable GAAP financial measures was included in yesterday's earnings release and supplemental that will be furnished on Form 8-K and is available in the invest section of the website at cblproperties.com.

This call is being limited to one hour. In order to provide time for everyone to ask questions, we ask that each speaker limit their questions to two and then return to the queue to ask additional questions. If you have questions that were not answered during today's call, please reach out to me following the conclusion of the call. I will now turn it over to Stephen.

Stephen Lebovitz -- Chief Executive Officer

Thank you, Katie. And good morning, everyone. Before I talk about our results for the quarter and the year, I wanna start off with some commentary on our new bank facility which closed last week. This $1.185 billion financing which recast our existing term loans in lines of credit is a huge accomplishment for CBL. It provides us with the runway and flexibility to achieve our redevelopment operational goals over the next several years. Sixteen banks are part of the new facility. And we appreciate their support and vote of confidence. I am also proud of everyone in the CBL organization for all of their hard work and accomplishments in 2018. We have an incredible team of professionals at CBL. And I'm constantly impressed by the dedication and creativity they demonstrate every day. We are pleased to deliver results in line with expectations set forth at the beginning of the year, notwithstanding the challenges that materialized.

This result was accomplished despite bankruptcy filings by two department store chains as well as overall pressure on several national retailers. In addition to the new credit facility, we successfully executed a number of important financial goals in 2018 with more than $340 million in financing activity. This included two non-recourse property-level financings at very favorable rates. We also completed more than $100 million in gross dispositions, supplementing free cash flow and contributing to lower total debt at year-end. And in January, we completed the sale of Cary Towne Center and a deed in lieu on an Acadiana Mall which will reduce overall debt by another $160 million. As I stated, our operational results for the full year were in line with guidance and expectations. Fourth quarter same-center NOI improved from the year-to-date trend with NOI declining 4.4% and full-year same-center NOI declining 6%.

This improvement was due to both effective management of expenses and contributions to the top-line from new leasing and project openings. Adjusted FFO for the fourth quarter was $0.45 per share. And for the full year, it was $1.73 per share. We are never satisfied with negative numbers. And our entire organization is focused on stabilizing NOI and FFO and returning the company to growth. We ended the year with portfolio sales of $377 per square foot compared with $375 per square foot for the prior-year period. Additionally, portfolio occupancy demonstrated improvement with a 110-basis point sequential increase to 93.1%. With 2018 behind us, we are executing on our strategic priorities for 2019. Between the bankruptcy filings of Bon-Ton of Sears, we have more than 40 anchor closures.

As our guidance for this year indicates, the red loss from anchor closures as well as rent reductions and store closures related to bankrupt or struggling shop tenants is having a significant near-term impact to our income stream. At the same time, we now have the opportunity to transform our properties by bringing in newer, more dynamic uses which will help to stabilize income and strengthen our portfolio for the long term. These new users will drive greater sales in traffic and solidify the market-dominant position of our properties for years to come. While in the past, our tenants were limited to primarily national apparel retailers, today, the uses are wide-ranging. In 2018, over 67% of our total new leasing was executed with non-apparel tenants, including dining, entertainment, value, and service.

We are currently under construction, have agreements executed, or in active negotiation on three multi-family projects, 11 entertainment operators, 11 hotels, 38 restaurants, three fitness centers, three medical uses, three sub-storage facilities, two grocers, and a number of other non-retail uses. It's encouraging to report the amount of activity that we have going on across our portfolio. These deals take time to execute. But they will be positive additions to our properties. We are also paying close attention to the capital requirement of backfilling closing stores. I want to highlight that across our portfolio, we have a dozen anchor replacements that are expected to occur that require little or no investment by CBL. While we have certain properties where a more significant investment is warranted, to create higher long-term value, we are closely watching the total spend through this process. We expect total annual redevelopment spend to remain in the $75 to $125 million range for the next several years.

We'll continue to secure construction financing for the larger projects such as Brookfield Square. Following our dividend reduction last year, at the midpoint of our guidance range, we'll generate approximately $221 million of cash flow after the common dividend providing sufficient liquidity to fund these projects on a leverage-mutual basis. We are confident that the strategies we are executing on to redevelop our properties and diversify our tenancy in 2019 will position our portfolio for stabilization in 2020 and ultimately, a return to growth. I will now turn the call over to Katie to discuss our operating results and investment activity.

Katie Reinsmidt -- Chief Investment Officer

Thank you, Stephen. We made solid headway in 2018 toward recouping occupancy loss from bankruptcies and store closings in recent years. During the quarter, we executed over 1.3 million square feet of leases, bringing 2018 leasing activity to 4.2 million square feet. Same-center mall occupancy for the fourth quarter was 92.1%, representing a 130-basis point increase sequentially and a 10-basis point decline from the prior-year quarter. Portfolio occupancy of 93.1% represents an increase of 110 basis points sequentially and a 10-basis point decline compared to last year. Bankruptcy-related store closures impacted fourth quarter mall occupancy by approximately 70 basis points or 128,000 square feet. Occupancy for the first quarter will be impacted by a few recent bankruptcy filings. Gymboree announced the liquidation of their namesake brand and Crazy 8 stores. We have approximately 45 locations with 106,000 square feet closing.

We also have 13 Charlotte Russe stores that will close as part of their filing earlier this month, representing 82,000 square feet. Earlier this week, Things Remembered filed. We anticipate closing most of their 32 locations in our portfolio, comprising approximately 39,000 square feet. On a comparable same-space basis for the fourth quarter, we signed over 600,000 square feet of new and renewal mall shop leases at an average gross rent decline of 9.1%. Spreads on new leases for stabilized malls increased 2.6%. And renewal leases were signed at an average of 11.3% lower than the expiring rent. As we've seen throughout the year, certain retailers with precipitant sales declines have pressured renewal spreads. We had 17 Athena deals and two deals with Express this quarter that contributed 550 basis points to the overall decline on renewal leases. We anticipate negative spreads in the near-term but are optimistic that the positive sales trends in 2018 will lead to improved lease negotiations this year.

Same-center sales for the year reached $377.00 per square foot compared with $375.00 per square foot in the prior year. Our portfolio generated healthy increases in October and November, offset by declines in December. Categories that performed well included electronics, fast casual restaurants, shoes, and health and wellness. Regionally, sales were strong throughout the year in our Texas properties. Our anchor redevelopment program is making significant progress. While we are experiencing the impact to our income in the near term, we will build back a more diversified, higher credit quality income stream, as we make progress in replacing closed anchor locations. Our properties are not only the favored shopping destination in their margin but are becoming the go-to place for entertainment, dining, service, lodging, and more. And we have a ton of activity occurring across the portfolio. I'll review the projects currently under construction.

But I encourage you to review the department store activity schedule that we included in our supplemental package. It details the current status of every Sears and Bon-Ton box in our portfolio, whether it is operating, closed, owned, or leased. We have an impressive amount of deals that are in LOI stages or active negotiation. So, you can expect to see announcements from us on those deals as they come to fruition. At Jefferson Mall in Louisville, Kentucky, we celebrated the grand opening of Round One Bowling and Amusement in a former Macy's in November. This new use was very popular over the holidays and is generating considerable traffic at the center. Aubrey's Restaurant and Panda Express opened here in Chattanooga at Northgate Mall in the former Sears Auto Center space this month. Bonefish Grill and Metro Diner will open in the former Sears Auto Center location at Volusia Mall in Daytona Beach in the spring.

Construction is progressing on the first phase of the redevelopment of the former Macy's at Parkdale Mall. Dick's Sporting Goods, Five Below, and Home Goods will open this summer. Construction is well under way on the Sears redevelopment at Brookfield Square in Milwaukee, Wisconsin which is one of the stores we purchased in 2017 through a sale-leaseback. The first phase of this project includes a new Marcus Theater BistroPlex Diamond movie experience and WhirlyBall Entertainment Center. Two restaurants have already opened in all lots on the Sears parcel. And construction has commenced on the new hotel and convention center. We are under construction on Dave & Buster's at Hanes Mall in Winston-Salem in former shop space near the Sears wing with a opening scheduled for this spring. In Greensboro, at Friendly Center, O2 Fitness is under construction, replacing a former freestanding restaurant. The new 27,000 square foot location will open next month.

Here in Chattanooga, we opened Cheesecake Factory in early December on a pad in the Sears parking lot. Since their opening, they've enjoyed a strong reception with continuous long waits which has resulted in increased traffic to the mall. Sears closed their store here in January. And we expect to start construction on the redevelopment of this building in the spring. This project will include Dave & Buster's, a boutique hotel, Dick's Sporting Goods, additional restaurants, and office space. The hotel will be developed in a joint venture structure with a well-regarded hotel developer. Similar to other development joint-ventures, we have contributed land as our portion of the equity which allows us to realize value from our assets and to share in future upside. I will now turn the call over to Farzana to discuss our financial results.

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Thank you, Katie. In January, we closed on our new [inaudible] $1.185 billion credit facility with a maturity date of July 2023. This financing achieved a number of important goals for us. With this closing, we've addressed all of our unsecured maturities until 2023. We have also simplified our covenants. Going forward, we have one set of covenants calculated in a consistent manner with the unsecured notes. We have also rightsized our facility, eliminating a large unused fee but still providing more than adequate capacity. At closing, we utilized our new line of credit to reduce our outstanding term loans by $195 million to a total of $500 million. As a result, at closing, we had $420 million outstanding on our lines of credit, leaving $265 million of remaining volume capacity. We anticipate utilizing disposition proceeds and excess cash flow to reduce this balance over time.

We have a release provision under the new facility to unencumber properties as we make amortization payments on the term loan as well as release provisions for disposition or long-term property level financing. Using the midpoint of guidance, we estimate $220 million in cash flow after common dividends for 2019. This is more than sufficient to fund our redevelopment and maintenance CapEx as well as a term loan amortization of $35 million per year. We will also continue to be active in the disposition market. And to the extent we complete transactions, this will serve to supplement our free cash flow. We have provided proforma covenants for the new credit facility in the supplemental as well as some metrics on the unencumbered pool that will support the covenants going forward. The conversion of the line of credit in term loans to a secured facility increased the secure debt ratio to 34.9%.

The unencumbered pool is supported by NOI from our healthy and stable associated centers and community centers as well as stable malls including a number with redevelopments under way or in planning. In January, we completed the sale of Cary Towne Center and also completed the transfer of Acadiana Mall. The $163.5 million of related debt has been extinguished which will be reflected in our debt balance in the fourth quarter. We also expect to report a gain on extinguishment of debt related to both transactions which we will exclude from adjusted FFO. We have four secured loans maturing in 2019, two loans secured by Honey Creek and Volusia Mall in July. We've been in discussion with the lender and anticipate being able to announce a favorable resolution soon. We have $4.6 million loans secured by a phase of our Atlanta Outlet Center that we anticipate refinancing. We expect to wrap up these financings early in the year and begin focusing on 2020 maturities.

We have one additional secured mortgage that comes due in December. This loan was previously restructured and extended and continues to perform. We will evaluate our options and make a decision on our action plan closer to maturity. Our total pro rata share of debt at year-end was $4.66 billion, a reduction of approximately $105 million from year-end 2017 and a $27 million sequential decline. At quarter-end, net debt to EBITDA was 7.3 times compared with 6.7 times at year-end 2017. The increase was primarily due to lower total property level NOI. However, this should improve during the year with a reduction in debt related to Cary and Acadiana as well as property level and term loan amortization. Fourth quarter adjusted FFO per share was $0.45, representing a decline of $0.11 per share compared with $0.56 per share for the fourth quarter 2017. For the full-year, adjusted FFO was $1.73 per share compared with $2.08 per share in 2017.

Major variances included $0.08 per share dilution from asset sales in non-core properties, $0.20 per share from lower NOI-related, primarily to retailer and anchor bankruptcies. Other variances included $0.02 per share higher G&A, primarily related to retirement expense and $0.02 lower gains on our partial sales. During the quarter, we recognized impairments on two properties, Honey Creek Mall and Eastland Mall. I want to spend a minute to walk through these circumstances since both are unique. Honey Creek is secured by a non-recourse loan that matures in July and is cross-collateralized and cross-defaulted with Volusia Mall. As I mentioned, we've been working with a vendor toward a favorable resolution ahead of maturity. However, as a result of the imminent loan maturity, the whole pad is shortened. Coupled with changes to the projected NOI, the property, due to multiple anchor closures, our analysis determined that an impairment was appropriate at this time.

Eastland Mall has been the hardest hit from anchor closures, losing four department stores. We are in early stages of exploring several redevelopment options that would create future value while also limiting our capital investments. However, the impact of the lost land and co-tenancy related to the anchor closures on projected cash flow necessitates an impairment at this time. For the fourth quarter, same-center NOI decreased 4.4%, a sequential improvement from the third quarter same-center NOI. With this pickup for full-year 2018, we recorded a 6% decline in same-center NOI. This decline was primarily driven by loss rent related to retailer bankruptcies and rent reductions for certain struggling retailers. Expenses improved year-over-year as we worked to effectively manage cost. As Stephen indicated, our expectation for 2019 include assumptions for lost rent from anchor and store closures as well as low rent from renewals with struggling retailers.

The liquidation of Gymboree stores will result in a loss of gross annual rent of $3.7 million from our roughly 45 stores. This week, Charlotte Russe filed for bankruptcy and announced 13 store closures in our portfolio comprising $3.3 million gross annual rent. After the closures, well have 29 stores remaining, totaling $5.5 million in gross annual rent which would be at risk if they end up liquidating. Things Remembered also filed. And we expect the majority of their stores will close. We have 32 locations with approximately $2 million in gross annual rent. Our leasing team is already working on finding replacements for these locations. And our specialty leasing team will work to generate temporary income until a permanent replacement is found. We also focused on expense management and have taken steps to decrease overhead expense with reductions to executive and offers of compensation taking effect in 2019.

We anticipate interest expense to be flat to slightly up in 2019, as the higher rate on the credit facility is offset by interest savings from mortgage financings, lower total debt in a reduced, unused facility fee. We are providing an initial FFO as adjusted per share guidance of full-year 2019 in the range of $1.41 to $1.46 per share which assumes a same-center NOI decline in the range of 6.25% to 7.75%. Consistent with our approach last year, our guidance includes a top-line reserve to take into consideration the impact of unbudgeted bankruptcies, store closures, rent reductions, and co-tenancy that may occur. After reviewing our watchlist and our best assumptions, we've set the reserve in the range of $5 to $15 million to capture any losses that are above and beyond our budget. I will now turn the call over to Stephen for concluding remarks.

Stephen Lebovitz -- Chief Executive Officer

Thank you, Farzana. As I said earlier, we have made tremendous progress on our strategic priorities and are well-positioned to succeed despite the challenges we face. Our new credit facility removes short-term financial pressure and allows us to focus on achieving longer-term goals. We are actively elevating our assets, generating new income strains, and seeking out partnerships that supplement our capital sources and broaden our asset base. We are watching our capital allocation to ensure we are investing the right amount in the right projects and making tough decisions when they are necessary. Our goal as we move through 2019 is to position the portfolio for stabilization in 2020 and return CBL to growth. And I'm confident that we have the strategies in place to achieve this goal. Thank you for your time today. We will now open the call to questions.

Questions and Answers:

Operator

Ladies and gentlemen, we will now begin the question and answer session. To ask a question, please press * then 1 on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press * then 2. At this time, we will pause momentarily to assemble our roster. And our first question comes from Todd Thomas with KeyBanc Capital Markets. Please go ahead.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Hi. Thanks. Good morning. Just a little bit of clarification around some of the different buckets in the same-store guidance. I was just curious, Farzana -- so, you mentioned that there's $5.5 million in gross annual rent from the Charlotte Russe stores that are not currently closing. How is that factored into the guidance? Will that hit the reserve? Or is that factored into one of the other buckets?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Hi, Todd. Some of it is embedded in the numbers. But some of it will come off from the reserves. So, approximately $3 million will be in the $5 to $15 million reserve that we have established.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Okay. So, some of the bankruptcy impacted tenants if they closed stores that are in addition to what's already known. That would basically flow through the reserves, so the $5 to $15 million?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

That's correct.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Okay. And Farzana, so, you talked about some additional dispositions throughout 2019 to supplement cash flow. Are you currently marketing any assets for sale today? And are there any dispositions embedded in the 2019 guidance?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Well, no. The dispositions are not embedded. However, what we say is that we will supplement the free cash flow for investments and reduction in debt. So, we generally, every year, have about $30 to $35 million in proceeds from our parcel sales. So, that's one component. And then the other component is certain opportunistic asset sales that we will explore as we go forward. And we are working on some smaller ones. And we will let you know when we are able to accomplish those results.

Stephen Lebovitz -- Chief Executive Officer

Yeah. We don't like to comment on what we might be marketing because there's so many different ways you can market assets, whether it's through brokers or privately. And a lot of times, they're also exploratory, just to get a sense for the market. So, I think like Farzana said, we don't include it in guidance. And as something happens, and we announce it, then we would make the adjustment.

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Okay. Thank you.

Operator

And our next question comes from Craig Schmidt with Bank of America. Please go ahead with your question.

Craig Schmidt -- Bank of America -- Analyst

Thank you. I wonder if you knew the number of assets in tier one out of the 18 that are unencumbered? And then how many of the 33 assets in tier two are unencumbered as well?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Well, the asset category has changed a little bit since we closed the loan. So, when we did close the loan, we had three assets that were tier one. And now, since we have changed the sales per square foot, there are four assets. And one of the assets has moved down to tier two. And one has moved down to tier three. So, it's sort of a mixed bag in terms of what's in tier one and tier two for the Wells Fargo lines of credit versus what's bond. But like I mentioned, for the bond's portfolio, the unencumbered piece that's left, we have a number of community centers and a number of associated centers. And a big portion are tier two properties. I don't have a count right now to give you. But the total count for the Wells Fargo line is about 17 properties in total.

Craig Schmidt -- Bank of America -- Analyst

Okay. Thank you. And then you currently have one of your seven redevelopment projects under development from tier three. I just wonder how active will you be in future redevelopments with tier three projects?

Stephen Lebovitz -- Chief Executive Officer

Yeah, Craig. For the most part, the redevelopments are focused on the higher sales per square foot centers. Although, in the case of Brookfield Square, it's misleading just because of the quality of the location and the market. And the project that we're redeveloping the Sears is outward facing theater, entertainment, restaurants, hotel, conference center. And so, we are creating value even on a freestanding stand-alone basis with that type of project. And that mall, over time, will continue to transition and have redevelopment opportunities. It's a great location. Tons of traffic on the roads and great visibility in a growing market. So, we evaluate each one individually. But that's the circumstances there.

Craig Schmidt -- Bank of America -- Analyst

Okay. Thank you.

Operator

And our next question comes from Rich Hill with Morgan Stanley. Please go ahead with your question.

Richard Hill -- Morgan Stanley -- Analyst

Hey. Good morning, guys. Maybe I can just start off with talking about other income. It looks like that increased, at least compared to our estimates, rather significantly compared to the prior quarter. Farzana, could you maybe walk through what was included in that?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Yeah. There's a reclassification going on. And I think you probably have seen that from other companies reporting that as well. So, there are certain income components that used to be included in the base rent. Some of them were in the tenant reimbursements. So, we have reclassified from tenant reimbursements to the other nine to the other category and also some lease income from other rent to other income which is some of the branding and sponsorship-type income.

Richard Hill -- Morgan Stanley -- Analyst

Got it. I'll probably follow-up offline just to get a little bit more detail and make sure it makes sense. I did wanna talk about your -- as just a quick, separate question -- your NOI on unencumbered assets. Just to make sure we're thinking about it correctly, I see around $168.5 million unencumbered NOI. Is that right?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Yeah. The total unencumbered NOI is approximately $365 million. So, it's now divided. It's split in half. Half of it went to the new credit facility. And half of it is still in the unencumbered pool.

Richard Hill -- Morgan Stanley -- Analyst

Got it. And so, that unencumbered NOI -- I know you gave negative-7% same-store NOI growth overall. Do you have any thoughts on how that unencumbered same-store NOI is trending compared to the overall guidance?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

No. I don't have that information, Richard.

Richard Hill -- Morgan Stanley -- Analyst

Okay. Great. That's it, guys. I'll probably follow-up offline. Thanks very much.

Operator

And our next question comes from Caitlin Burrows with Goldman Sachs. Please go ahead.

Caitlin Burrows -- Goldman Sachs -- Analyst

Hi. Good morning. Maybe just in terms of the same-store NOI in 2018 that came in right at the midpoint of your guidance. I was just wondering for 2019 and how you think about the reserve which is slightly smaller, would you say this reflects a smaller watchlist? Or how would you think about how you arrived at that reserve amount?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Yeah. Most of the bankruptcy that we know about now is all baked into our top-line numbers. So, what we have left is a smaller watchlist. Obviously, the reserve has been lowered because of that. So, this is all unknown from now on, whatever that comes up. So, we've provided for the $5 to $15 million bankruptcy reserve for that.

Caitlin Burrows -- Goldman Sachs -- Analyst

Okay. And then also, I was wondering if you could just remind us in terms of same-store NOI, does that include the impact of your anchor redevelopments? And if it does, do you know how much of a positive benefit that had in 2018 and what to expect for 2019?

Katie Reinsmidt -- Chief Investment Officer

Caitlin, we actually include some benefit if there's a redevelopment. But we also deduct the lost anchors. So, you can see on our same-store NOI reconciliation that we provided to get to the midpoint, we have that $1.8 million detraction from the anchor closures that's occurring. So, there is some benefit. But it's all recycled in together. Hopefully, we're doing accretive redevelopments that benefit NOI over the long-term. So, ultimately, it should improve the growth rate. But there's not a material uplift in 2019 relative to what we're seeing on the anchor closure side.

Caitlin Burrows -- Goldman Sachs -- Analyst

Got it. Just because there's a little offset from the improvement that you are getting.

Katie Reinsmidt -- Chief Investment Officer

Yeah. Exactly.

Caitlin Burrows -- Goldman Sachs -- Analyst

Okay. Thanks.

Operator

And our next question comes from Christine McElroy with Citi. Please go ahead.

Christine McElroy -- Citi -- Analyst

Hey, guys. Good morning. Understanding from Todd's question that you're not giving a disposition estimate. But just as we think about the $220 million of free cash flow expectation, can you give us the CapEx breakout for 2019 in terms of what you expect to spend this year on development and redevelopment and then the leasing CapEx bucket and the R&M CapEx bucket? And then what's left over for the line of credit paydown?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Yeah. We've noted that we have approximately $220 million in free cash flow after dividend payments. And we are expecting similar CapEx as we had in 2018, around $70-$75 million. And if you also add in some odd parcels sales that we have typically done every year, our cash flow should more than cover the amortization, not only the property level amortization but also the term loan amortization and also have sufficient funds between $75 to $125 million, as we noted, to spend on developments. So, it should pretty much balance out.

Christine McElroy -- Citi -- Analyst

Okay. And then in terms of line of credit paydown from where the balance is today, anything left over? Is there anything left over to go to that? Or is that any dispositions that you do would go to line of credit paydown?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Yeah. Well, generally speaking, the disposition proceeds have reduced our lines of credit over the years. And even last year, we had a considerable decline in our total debt balance, about $100 million. And largely, it came from disposition proceeds. So, that will continue as we have dispositions that will bring our lines of credit down. And also, the term loan will keep coming down because we are making amortization payments.

Katie Reinsmidt -- Chief Investment Officer

And Christine, I'd also mention the $75 to $125 million that Farzana talked about, we do get construction lands on some of our major projects like Brookfield. So, we would be using construction sources. It's a debt for debt swap. But that goes into the calculation as well.

Christine McElroy -- Citi -- Analyst

Okay. Gotcha. And then just as you think about the dividend level and maintaining, within the rules, your payout, maybe you could just walk us through a taxable income calculation now that you've got your budgeting done in terms of you've got the NOI decline. It sounds like interest expense is flat to up. But then to the extent that you expect to generate or use NOLs to offset the taxable income.

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

We just don't generally walk you through a taxable income calculation because it is a complex one. And I don't think it would be appropriate for us to do that. But I will tell you that as we looked ahead in 2019 and adjusted our dividends, it is to pretty much follow the taxable income that we expect to have in 2019. It will have some losses like for Acadiana Mall that will be part of it and Cary Towne Center. So, that's really where it will be. This is where we are projecting. But we watch it every quarter. And we view it. And we will make adjustments if we feel that that's appropriate. But at this time, our dividend is set for the next quarter or this quarter at seven and a half cents.

Christine McElroy -- Citi -- Analyst

Thank you.

Operator

And our next question comes from Tayo Okusanya with Jefferies. Please go ahead.

Tayo Okusanya -- Jefferies -- Analyst

Hi. Yes. Good morning. First of all, just congrats on all the progress with the debt refinancing and as well as a retenanting space. That's good information and good progress there. In regards to your loss provision of rent, the $5 million to $15 million, just from the initial comment about the three bankruptcies so far this year, that eats up about half of it at this point. If you end up in a situation where you do have a liquidation of one or more of the three tenants and then you continue to have store closures from some of your weaker tenants and your top-20 like Athena -- or in H&M, they're talking about clothing stores. Forever 21 is doing some rent modifications. How comfortable are you with that $5 to $15 range? And is there any risk it could get bigger?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Hi, Tayo. We have baked in all the bankruptcies that I just mentioned in my prepared remarks. So, the $5 to $15 is pretty much open right now for us to use if we have not budgeted them and we have some new information that comes up. But so far, all of the bankruptcies that I mentioned, they are already baked into our numbers, top-line --

[Crosstalk]

Tayo Okusanya -- Jefferies -- Analyst

So, the $5 to $15 is an additional provision?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

That's correct.

Katie Reinsmidt -- Chief Investment Officer

The only one that's outstanding is the Charlotte Russe where we mentioned that we had that $5 million annual gross rent exposure. But obviously, it would be prorated for -- if they happen to liquidate, it would be prorated for whenever their liquidation would occur. And we do also budget tenant by tenant or face by face. So, some of the stores are already budgeted to have rent declines or closures within our base budget. So, it wouldn't be that full $5 million impact coming out of the reserve.

Tayo Okusanya -- Jefferies -- Analyst

Okay. But if you do have a liquidation of any of those bankruptcies, that's not in your numbers. You just have what the stores you expect to close right now -- a liquidation would eat into the loss reserves, correct?

Katie Reinsmidt -- Chief Investment Officer

Well, the main thing is -- Gymboree was pretty much all the store closed anyway except for three or four Janie and Jack locations that we had. And Things Remembered, we expect them to close almost all if not all of their locations. So, that was already factored in.

Tayo Okusanya -- Jefferies -- Analyst

Into the numbers. Okay. That is helpful. And then just in regards to -- I know this is a very popular question. But within your market, can you just talk a little bit about, again, retailers who historically have not really had stores in your markets who you're starting to attract with some of your redevelopment projects?

Stephen Lebovitz -- Chief Executive Officer

Yeah. No. Thanks, Tayo. And thanks for your congrats on the loan recasts and the redevelopments. So, like I said in my remarks, we've got a lot of different non-apparel uses that we're adding. And it's really a combination coming from all different types of areas. And we're working with a number of alternative uses, mix-use. Like I said, the hotels and multi-family. But also, within retail, there's a lot of transition. There's new names that are e-tailers that we're in active discussions with and that we're meeting with. And hopefully, we'll be able to announce those in the not-so-distant future. And then the entertainment users that we're adding are new to the market. Dave & Buster's will be new to Winston-Salem or Chattanooga when they open. So, really, almost everyone we're working with is new to the market. And that's our goal is to use the closed department stores to transition these properties into different types of open air and more entertainment and food and mixed-use based projects.

Tayo Okusanya -- Jefferies -- Analyst

Gotcha. Okay. Gotcha. Helpful. Thank you.

Operator

And our next question comes from Linda Tsai with Barclays. Please go ahead.

Linda Tsai -- Barclays -- Analyst

Hi. When you discuss the multiple anchor closures that resulted in impairments to Honey Creek and Eastland, are there other malls in your portfolio that could see a similar situation in '19?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Hi, Linda. The impairment is a quarter by quarter process. We don't know at this point that we will have any other properties that will meet that criteria. But these two properties that I mentioned were significantly impacted because they had multiple anchors that left the center. So, at this moment, it's these two other ones that we have taken impairment on.

Linda Tsai -- Barclays -- Analyst

Okay. Thanks. And then on page five, in terms of the reconciliations to the same-store NOI, there's a couple of categories where you lump in two items. Can you give us a breakdown of the contribution -- so, for example, lease modifications and co-tenancy? That has a negative-1.4% impact. What percentage of that is lease modifications versus co-tenancy?

Katie Reinsmidt -- Chief Investment Officer

Yeah. We're not gonna be able to break it down any further than that, Linda. But that's our best estimate from each one of those larger categories. Obviously, it's all a little bit frangible. But we bucketed those together because they made sense.

Stephen Lebovitz -- Chief Executive Officer

Yeah. Linda, also, just back to your first question, we do have clarity now on Sears which is good. So, we know department stores that are closing. We know which are staying open, at least in the near-term. So, I think that gives us some comfort when we're looking -- and we've also, like I said, had a lot of success in backfilling these different department stores. And we have several that are opening. There are a couple that have opened. A lot they're opening this year. And so, that'll all counter any pressure on the properties from an impairment point of view.

Linda Tsai -- Barclays -- Analyst

Thanks for that. And then just finally, looking at page 37 to 38, in terms of the redevelopment plans for Sears and Bon-Tons, it seems like you guys are gonna be really busy. Are there any plans to do more hiring to help support these projects?

Stephen Lebovitz -- Chief Executive Officer

Well, the short answer is no. But we had, over the years, a pretty active new development program. And so, we've redeployed that expertise and that team to the redevelopments. And also, within leasing, we've set up redevelopment specialists. And it's working well. And yes, there's a lot out there. And everyone's really busy. But we feel like it's manageable. And as Farzana said, we're very cognizant of our G&A and managing expenses. And we've taken steps to reduce it for this year which we feel like is what we need to do because, like I said, our goal is really to get back on track from stability in our NOI and FFO and return the company to growth.

Linda Tsai -- Barclays -- Analyst

Thanks.

Operator

And our next question comes from Michael Mueller with JPMorgan. Please go ahead.

Michael Mueller -- JPMorgan -- Analyst

Yeah. Hi. On the, I think it was about $9 million of rent tied to the three bankruptcies that you mentioned, was that $9 million amount -- was that calendar-year amount? Was that an annualized amount? And what's currently in the run rate as you start 2019 that hasn't gone away?

Katie Reinsmidt -- Chief Investment Officer

Yeah. It was an annual number. It's gross annual rent. So, it's not prorated for the impact this year. We'll have to see when the store's closed for what that final impact will be. But we have included those numbers in our base guidance outside of --

[Crosstalk]

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

They're more conservative than not. That's what we have done.

Michael Mueller -- JPMorgan -- Analyst

Got it. Okay. Thank you.

Operator

And our next question is a follow-up from Christine McElroy with Citi. Please go ahead.

Christine McElroy -- Citi -- Analyst

Hey. Thank you. Just a couple quick follow-up. Just on Honey Creek and Volusia, I think, Farzana, that you said that you're coming to a resolution with the lender. And I realize you wrote down Honey Creek. Can you just give us a little bit more color on -- will that involve a reduction in the coupon and extension of those loans? Or maybe just some more color on that.

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

I'd like to finish our negotiations before I give you any information. So, it is under way. We hope to conclude it in the next 60 to 90 days. And we'll obviously let you know.

Christine McElroy -- Citi -- Analyst

Okay. Thanks. And then can you say what the debt yields were on Acadiana and Cary Towne Center?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Not really because we haven't been managing Acadiana for a number of months, almost over a year. So, I don't know what the NOI is today or when it went back to the -- there was a note purchase on it. The lender sold a note. And the note purchaser, we ended up giving our deed in lieu of foreclosure to the noteholder. So, we're not aware of generally, what the NOI was. So, I'm not so sure what they bought it for as well. But our debt, of course, was pretty high. So, I wanna say that debt yield was very low.

Christine McElroy -- Citi -- Analyst

Okay. And then just lastly, in terms of the 2019 commencement spreads that are in there, the negative-11.6%, would you expect -- based on the leasing that you continue to do for 2019 commencement, would you expect that to hold as we go through the year and you fill out that leasing?

Stephen Lebovitz -- Chief Executive Officer

Yeah. We think it's gonna get better. The sales have stabilized. And we had an increase. A lot of the leasing that we did involved high accuracy costs, renewals. And so, that was impacting the negative-11%. And we feel like the environment has improved. I think it's probably too optimistic to say it'll go positive. But we definitely think there'll be progress.

Christine McElroy -- Citi -- Analyst

Okay. Thank you, guys.

Operator

And the next question is a follow-up from Caitlin Burrows with Goldman Sachs. Please go ahead.

Caitlin Burrows -- Goldman Sachs -- Analyst

Hi, again. I guess I was just wondering since somebody else asked about it, and I was wondering -- rather than have to have multiple conversations on the idea of the tenant reimbursement income amounts and other income, could you give a little more detail on what that shift is? And when you net it together, is it both included in same-store? So, when you consider same-store, there's not really an impact?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Yeah. From a same-store basis, there will not be an impact. It's still in the revenue line item if you can think of it that way. It's in the top-line. So, apples to apples. Same-center NOI and the aggregate is comparable. Only the shift in the category, it's shifted from tenant reimbursements and minimum rent to other.

Caitlin Burrows -- Goldman Sachs -- Analyst

And any straightforward details or reasoning on why that is? Or it's just the way it is now?

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Oh, this is a new accounting rule change, standards change. And that's the reason for the reclassification.

Katie Reinsmidt -- Chief Investment Officer

Caitlin, it's revenue that's related -- non-lease revenue. So, it's for locations that are owned by the --

[Crosstalk]

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

And they pay a scan. You have to pull out the tenant reimbursement and move them into other. And then for branding income that's advertising and things like that, that's not related to leases. That comes out of other rents and moves into other income. It's --

[Crosstalk]

Caitlin Burrows -- Goldman Sachs -- Analyst

Got it. Okay. Yup.

Operator

And our next question comes from Haendel St. Juste with Mizuho. Please go ahead.

Haendel St. Juste -- Mizuho -- Analyst

Hey there. Good morning. A couple quick ones for me. Stephen, I was hoping you could elaborate on some comment you made earlier of expected stabilizations in 2020. Did that statement reflect an expectation from improved store closures, leasing spreads, saints or NOI? Maybe some color on that. And if so, what gives you the confidence to make that statement?

Stephen Lebovitz -- Chief Executive Officer

Sure. I'd say it's a couple of things. First of all, it is early in the year. So, I don't wanna be overly optimistic. But we do go through a process of budgeting out and just looking at where we've been from co-tenancy impact that'll burn off, backfilling of department stores, leasing progress that we'll continue to make, and then just the general discussions we'll have with retailers. We do feel like we're gonna be in a better position in 2020. And there's a lot of wild cards and variables that can come into play between now and then. And obviously, we won't be doing 2020 guidance until a year from now. But we're happy to talk about it. And it is really the combination that drives that sense of optimism.

Haendel St. Juste -- Mizuho -- Analyst

Got it. Got it. Okay. Thanks for that. And then I'm curious how your higher cost of capital might be impacting underwriting hurdles for your redevelopment projects. I'm wondering first, do you have higher return hurdles these days? And has that caused you to postpone or delay any projects you were considering starting?

Stephen Lebovitz -- Chief Executive Officer

Yeah. We've definitely looked hard at our redevelopment projects. Like I've said, we have a dozen where we're spending little or no money. So, we've looked to be creative as to strategies that we can backfill without using capital. And we're limiting the investment to ones where we see it's accretive to the asset of the value. And we've gone back and challenged our redevelopment team to reduce costs where possible. There is pressure on construction costs that has been a challenge. And the rent levels -- we wanna make sure that we're setting up the users for success. So, that's important to be realistic in our performance. But it's something that is very top of the mind for us as we look at just how precious every dollar is.

Haendel St. Juste -- Mizuho -- Analyst

Thank you.

Operator

And this concludes our question and answer session. I would like to turn the conference back over to Stephen Lebovitz for any closing remarks.

Stephen Lebovitz -- Chief Executive Officer

Thank you, everyone, for your participation. Today and we look forward to talking to you in the future or seeing you shortly. Thanks.

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.
Duration: 53 minutes

Call participants:

Katie Reinsmidt -- Chief Investment Officer

Stephen Lebovitz -- Chief Executive Officer

Farzana Khaleel -- Executive Vice President and Chief Financial Officer

Todd Thomas -- KeyBanc Capital Markets -- Analyst

Craig Schmidt -- Bank of America -- Analyst

Richard Hill -- Morgan Stanley -- Analyst

Caitlin Burrows -- Goldman Sachs -- Analyst

Christine McElroy -- Citi -- Analyst

Tayo Okusanya -- Jefferies -- Analyst

Linda Tsai -- Barclays -- Analyst

Michael Mueller -- JPMorgan -- Analyst

Haendel St. Juste -- Mizuho -- Analyst

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