8-K
CBL & ASSOCIATES PROPERTIES INC (CBL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31, 2022
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-12494 | 62-1545718 |
|---|---|---|
| (State or Other Jurisdiction of<br><br><br>Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000
(Address of principal executive office, including zip code)
423-855-0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
| Title of each Class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | CBL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition
On March 31, 2022, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2021. The Company's earnings release and supplemental financial and operating information for the fourth quarter and year ended December 31, 2021 is attached as Exhibit 99.1.
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
|---|---|
| Exhibit<br><br><br>Number | Description |
| --- | --- |
| 99.1 | Earnings Release dated March 31, 2022 and Supplemental Financial and Operating Information - For the Three and Twelve Months Ended December 31, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CBL & ASSOCIATES PROPERTIES, INC. | |
|---|---|
| Date: April 1, 2022 | /s/ Farzana Khaleel |
| Farzana Khaleel | |
| Executive Vice President - | |
| Chief Financial Officer and Treasurer |
cbl-ex991_6.htm
Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three Months and Year Ended
December 31, 2021
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
| Page | |
|---|---|
| Earnings Release | 1 |
| Consolidated Statements of Operations | 8 |
| Reconciliations of Supplementary Non-GAAP Financial Measures: | |
| Funds from Operations (FFO) | 10 |
| Same-center Net Operating Income (NOI) | 13 |
| Selected Financial and Equity Information | 16 |
| Consolidated Balance Sheets | 17 |
| Condensed Combined Financial Statements - Unconsolidated Affiliates | 18 |
| Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows | 20 |
| Components of Rental Revenues | 23 |
| Schedule of Mortgage and Other Indebtedness | 25 |
| Schedule of Maturities | 28 |
| Property List | 30 |
| Operating Metrics by Collateral Pool | 33 |
| CBL & Associates HoldCo I, LLC Financial Statements | 36 |
| Leasing Activity and Average Annual Base Rents | 37 |
| Top 25 Tenants Based on Percentage of Total Annualized Revenues | 39 |
| Capital Expenditures | 40 |
| Development Activity | 41 |
| CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | 42 |
| News Release | |
| --- |
Contact: Katie Reinsmidt, EVP & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2021
Results Demonstrate Strong Recovery and Ongoing Momentum in Operational Improvements
CHATTANOOGA, Tenn. (March 31, 2022) – CBL Properties (NYSE: CBL) announced results for the fourth quarter and year ended December 31, 2021. 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.
Fourth Quarter Financial Results:
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | For the One Month Ended October 31, | Three Months Ended December 31, | Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss attributable to common shareholders | $ | (151,545 | ) | $ | (393,262 | ) | $ | (544,807 | ) | $ | (63,045 | ) |
| Funds from Operations ("FFO") | $ | (92,968 | ) | $ | (360,265 | ) | $ | (453,233 | ) | $ | 50,986 | |
| FFO, as adjusted ^(1)^ | $ | 63,178 | $ | 43,163 | $ | 106,341 | $ | 75,270 |
Full-Year Financial Results:
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended December 31, | Year Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss attributable to common shareholders | $ | (151,545 | ) | $ | (470,627 | ) | $ | (622,172 | ) | $ | (332,494 | ) |
| Funds from Operations ("FFO") | $ | (92,968 | ) | $ | (144,738 | ) | $ | (237,706 | ) | $ | 108,175 | |
| FFO, as adjusted ^(1)^ | $ | 63,178 | $ | 286,649 | $ | 349,827 | $ | 140,755 | ||||
| (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:
| • | As of December 31, 2021, the Company had $319.5 million of unrestricted cash and marketable securities. |
|---|---|
| • | Total portfolio same-center Net Operating Income (“NOI”) increased 5.3% for the three months ended December 31, 2021, compared with the prior year period. Total portfolio same-center NOI increased 6.3% for the full year ended December 31, 2021, compared with the prior year. |
| --- | --- |
| • | Same-center sales per square foot for the fourth quarter and full-year ended December 31, 2021, increased 13.0% and 15.5%, respectively as compared with the fourth quarter and full-year ended December 31, 2019. |
| --- | --- |
| • | Portfolio occupancy as of December 31, 2021, was 89.3%, representing a 90-basis point improvement from the sequential quarter and a 180-basis point improvement compared with 87.5% as of December 31, 2020. Same-center occupancy for malls, lifestyle centers and outlet centers was 87.6% as of December 31, 2021, representing a 130-basis point increase sequentially and a 170-basis point improvement compared with 85.9% as of December 31, 2020. |
| --- | --- |
| • | FFO, as adjusted, allocable to Operating Partnership common unitholders, for the three months ended December 31, 2021 was $106.3 million, compared with $75.3 million. The increase in FFO, as adjusted, as compared with the prior year period is principally a result of $7.5 million lower net interest expense and a $3.7 million positive variance from undeclared preferred dividends accrued in the prior year period. |
| --- | --- |
| • | FFO, as adjusted, allocable to Operating Partnership common unitholders, for the twelve months ended December 31, 2021 was $349.8 million, compared with $140.8 million, for the twelve months ended December 31, 2020. |
| --- | --- |
“2021 was a transformational year for CBL," said Stephen D. Lebovitz, CBL's Chief Executive Officer. "We emerged from our restructuring with a strong balance sheet and a renewed focus to capitalize on the substantial opportunities ahead for CBL.
“2021 was also a year of outstanding financial performance for CBL. Our properties showed dramatic improvement across all key indicators despite ongoing challenges from the pandemic. Results for the fourth quarter built on the positive trends we experienced throughout the year. Higher traffic and sales drove substantial increases in percentage and short-term rents. Occupancy showed sequential and year-over-year improvement, reflecting strong underlying trends for our retailers. Over three million square feet of new and renewal leases were signed, demonstrating continued and growing interest in our properties. Despite inflationary pressures and increased operating hours, we effectively mitigated increases in overall operating expenses. I am grateful to the entire CBL team for their hard work, focus and execution of our strategic priorities.
“Following emergence, we have further improved our balance sheet, reducing debt by more than $200 million in a few short months. We have made solid progress on additional balance sheet initiatives, which will lower interest expense and increase our capital structure flexibility.
“Our strong balance sheet and robust financial performance position us to create substantial value for our shareholders through return of capital as well as opportunistic growth. We are highly confident in the future stability of our portfolio of nearly 45 open-air, lifestyle and outlet and other properties in addition to more than 40 market-dominant malls and see substantial opportunities ahead for CBL.”
COMBINED NON-GAAP FINANCIAL RESULTS
Net loss attributable to common shareholders for the three months ended December 31, 2021, was $544.8 million, compared with net loss of $63.0 million, for the three months ended December 31, 2020.
Net loss attributable to common shareholders for the twelve months ended December 31, 2021, was $622.2 million, compared with net loss of $332.5 million, for the twelve months ended December 31, 2020.
FFO, as adjusted, allocable to Operating Partnership common unitholders, for the three months ended December 31, 2021, was $106.3 million, compared with $75.3 million, for the three months ended December 31, 2020.
FFO, as adjusted, allocable to Operating Partnership common unitholders, for the twelve months ended December 31, 2021, was $349.8 million, compared with $140.8 million, for the twelve months ended December 31, 2020.
Percentage change in same-center Net Operating Income (“NOI”) ^(1)^:
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |
|---|---|---|
| 2021 | 2021 | |
| Portfolio same-center NOI | 5.3% | 6.3% |
| Mall, Lifestyle Center and Outlet Center same-center NOI | 4.8% | 4.8% |
| (1) | CBL’s definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases. | |
| --- | --- |
Major variances impacting same-center NOI for the twelve months ended December 31, 2021, include:
| • | Same-center NOI increased $25.7 million, due to a $39.0 million increase in total revenues partially offset by a $13.2 million increase in operating expenses. |
|---|---|
| • | Rental revenues increased $36.9 million, including an $18.9 million increase in percentage rents and a $20.9 million decline in tenant reimbursements. The total estimate for uncollectable revenues for 2021 was $1.7 million compared with $44.0 million in the prior year period. |
| --- | --- |
| • | Property operating expenses increased $10.2 million compared with the prior year, primarily due to the return to full operations following the reopening of CBL’s properties. Maintenance and repair expenses increased $8.2 million. Real estate tax expenses declined by $5.2 million, partially offsetting the above increases. |
| --- | --- |
LIQUIDITY
As of December 31, 2021, CBL had approximately $319.5 million available in unrestricted cash and marketable securities.
PORTFOLIO OPERATIONAL RESULTS
Occupancy^(1)^:
| As of December 31, | ||
|---|---|---|
| 2021 | 2020 | |
| Total portfolio | 89.3% | 87.5% |
| Malls, Lifestyle Centers and Outlet Centers: | ||
| Total malls | 87.2% | 85.5% |
| Total lifestyle centers | 86.7% | 84.8% |
| Total outlet centers | 93.6% | 89.1% |
| Total same-center malls, lifestyle centers and outlet centers | 87.6% | 85.9% |
| Total malls, lifestyle centers and outlet centers | 87.6% | 85.8% |
| All Other: | ||
| Total open-air centers | 94.8% | 93.4% |
| Total other | 90.5% | 99.3% |
| (1) | Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied. | |
| --- | --- |
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
| % Change in Average Gross Rent Per Square Foot: | ||
|---|---|---|
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |
| 2021 | 2021 | |
| Stabilized Malls, Lifestyle Centers and Outlet Centers | (1.1)% | (12.7)% |
| New leases | 2.3% | (13.5)% |
| Renewal leases | (1.5)% | (12.6)% |
Same-Center Sales Per Square Foot for In-line Tenants 10,000 Square Feet or Less:
| Year Ended December 31, | |||||
|---|---|---|---|---|---|
| 2021 | 2019 ^(1)^ | % Change | |||
| Mall, Lifestyle Center and Outlet Center same-center sales per square foot | $ | 454 | $ | 393 | 15.5% |
| (1) | Due to the temporary property and store closures that occurred during 2020 related to COVID-19, the majority of our tenants did not report sales for the full reporting period. As a result, we are not able to provide a complete measure of sales per square foot for the year ended December 31, 2020, and instead have presented the 2019 amount for comparative purposes. | ||||
| --- | --- |
Sales per square foot for the fourth quarter 2021 increased 13.0% as compared with the fourth quarter 2019, with all but five of CBL’s 54 reporting properties demonstrating an increase over the comparable period. For the full year ended December 31, 2021, sales per square foot increased 15.5% as compared with the full year ended December 31, 2019, with all but three of CBL’s 54 reporting properties demonstrating an increase over the comparable period.
FINANCING ACTIVITY
In February 2022, CBL closed on the extension and modification of the $134.1 million non-recourse loan secured by Fayette Mall in Lexington, KY. The loan maturity has been extended for two years, with three additional one-year extension options, subject to certain requirements. The fixed interest rate was reduced from 5.42% to 4.25%. As part of the modification, two ground leased outparcels were released from the collateral in exchange for the addition of the redeveloped former middle anchor location.
On February 1, 2022, the Company completed the exchange of its $150 million 7% Senior Secured Exchangeable Notes. The Company issued 10.98 million shares in satisfaction of the full Exchange Amount.
On December 8, 2021, EastGate Mall in Cincinnati, OH ($30.0 million), was placed into receivership and deconsolidated. CBL no longer controls the property following its transfer to receivership. Greenbrier Mall ($61.6 million) was placed into receivership as of March 10, 2022. CBL is cooperating in the foreclosure or conveyance of EastGate Mall, Greenbrier Mall, as well as Asheville Mall in Asheville, NC ($62.1 million), which was placed into receivership and deconsolidated in the first quarter 2021. Once the foreclosures or conveyances are complete, $153.7 million of debt will be removed from CBL’s pro rata share of total debt.
On November 8, 2021, the Company completed the redemption of $60.0 million of its 10% Secured Notes. Following the redemption, the Company has $395 million in 10% Secured Notes outstanding.
In October 2021, the loan secured by The Shoppes at Eagle Point was extended to October 2022. CBL is in the process of securing a new loan.
In October 2021, Brookfield Square Anchor S, LLC filed for bankruptcy. In December 2021, CBL reached an agreement with the lender to amend the $27.5 million loan secured by Brookfield Square Anchor S and dismiss the bankruptcy case. The loan term was extended through December 2023 and contains a one-year extension option.
In December 2021, the $8.1 million loan secured by The Outlet Shoppes of the Bluegrass - Phase II was extended to October 2022 and contains a six-month extension option.
Subsequent to December 31, 2021, the $102.3 million non-recourse loan secured by Cross Creek Mall was extended to May 2022. CBL is in discussions with the lender for a potential longer-term extension and modification.
In February 2022, the loans secured by York Town Center, with a combined outstanding balance of $29.8 million, were extended through May 1, 2022. The Company is in the process of securing a new loan.
CBL and its joint venture partner have an agreement in principle with the lender on modification of the $35.8 million recourse loan secured by The Outlet Shoppes at Gettysburg in Gettysburg, PA. The modified loan will have a non-recourse principal balance of $21.0 million ($10.5 million at CBL’s share). The parties have agreed to a $20.0 million unsecured deficiency claim. Other terms are being finalized.
CBL is in discussions with the lender on a potential modification and extension of the loans secured by Parkdale Mall in Beaumont, TX ($69.5 million), Arbor Place Mall in Douglasville, GA ($101.8 million) and Northwoods Mall in N. Charleston, SC ($60.7 million).
CBL is in the process of negotiating extensions and modifications of the remaining property level mortgage loans with maturities in 2021 and 2022.
DISPOSITIONS
In December 2021, CBL sold its interest in the Continental 425 Fund LLC joint venture. This joint venture owned the Springs at Port Orange, an apartment complex in Port Orange, FL, which was secured by a $44.4 million loan. CBL received $7.1 million in proceeds after factoring in its share of the outstanding debt.
In November 2021, CBL completed the sale of its self-storage portfolio for a gross sales price of $42.0 million. After repayment of approximately $25.9 million ($16.4 million at CBL’s share) in recourse loans secured by the properties, the sale generated cash to CBL of approximately $7.6 million.
The portfolio included self-storage facilities that CBL and its joint venture partner had developed on available land at CBL’s Mid Rivers Mall in St. Charles, MO, Eastgate Mall in Cincinnati, OH, Parkdale Mall in Beaumont, TX and Hamilton Place in Chattanooga, TN.
In 2021, CBL generated more than $63.0 million in gross proceeds, at its share, from asset sales.
DEVELOPMENT AND LEASING PROGRESS
In 2021, CBL opened more than 1.7 million square feet of new retail, dining, entertainment, and other uses across its portfolio. This included unique uses such as Hollywood Casino at York Galleria Mall in York, PA; the expansion of High Caliber Karting & Entertainment at Meridian Mall in Okemos, MI; Aloft by Marriott hotel and Trader Joe’s at Hamilton Place in Chattanooga, TN; Tilt at Richland Mall in Waco, TX; and the first Belong Gaming location in the United States at Pearland Town Center in Pearland, TX. CBL also welcomed OFFLINE by Aerie to Fayette Mall in Lexington, KY; Pottery Barn at Friendly Center in Greensboro, NC; and Tradehome Shoes at both Oak Park Mall in Kansas City, KS and Post Oak Mall in College Station, TX.
Openings anticipated in 2022 include Von Maur at West Towne Mall in Madison, WI; OFFLINE by Aerie, Rose & Remington and Palmetto Moon at Hamilton Place; Main Event at Sunrise Mall in Brownsville, TX; and a new and expanded Scheels at Dakota Square Mall in Minot, ND.
Additional offerings, including new restaurants, fitness, hotel and other uses are planned or under negotiation and will be announced as details are finalized.
Detailed project information is available in CBL’s Financial Supplement for Q4 2021, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.
2022 DIVIDEND POLICY
CBL anticipates distributing the minimum required distribution (90% -100% of taxable income) to maintain its status as a Real Estate Investment Trust (REIT). Any required distributions are expected to be determined and announced in the fourth quarter 2022 and, subject to IRS guidelines, may be distributed in all cash or in a combination of cash and common stock, as determined at the time by CBL’s Board of Directors.
OUTLOOK AND GUIDANCE
CBL is providing guidance for 2022 FFO, as adjusted, in the range of $216.5 million - $231.8 million or $7.00 - $7.50 per diluted share, which assumes same-center NOI in the range of $400.0 million to $413.0 million.
Key Guidance Assumptions:
| Low | High | |||
|---|---|---|---|---|
| 2022 FFO, as adjusted | 216.5 million | 231.8 million | ||
| 2022 FFO, as adjusted, per share | ||||
| Weighted Average Common Shares Outstanding | 30.9 million | 30.9 million | ||
| 2022 Same-Center NOI ("SC NOI") | 400.0 million | 413.0 million | ||
| 2022 Change in Same-Center NOI | )% | )% |
All values are in US Dollars.
Commenting on 2022 guidance, Lebovitz stated, “Given the range of extraordinary factors which impacted 2021 results, we expect 2022 to be more reflective of CBL’s ongoing financial performance. The largest driver of this normalization is expected to be lower percentage rents and short-term income; however, we also anticipate increases in expenses, driven by inflationary pressure, wage growth and completion of certain maintenance and repair projects that were previously delayed. Our guidance for 2022 also reflects overall uncertainty surrounding headwinds facing the U.S. economy. Despite these impacts, we expect strong levels of leasing activity in 2022 and a renewed focus on our redevelopment program to position us for growth in 2023 and beyond.”
Assumptions driving the projected change in 2022 SC NOI:
| 2022 SC NOI Low End (in millions) | 2022 SC NOI High End (in millions) | Variance Explanation | |||||
|---|---|---|---|---|---|---|---|
| 2021 Actual Same-Center NOI | $ | 447.0 | $ | 447.0 | Assumes Parkdale Mall and Crossing, The Outlet Shoppes at Laredo and The Outlet Shoppes at Gettysburg return to the same-center pool for full-year 2022. | ||
| Rent from new leases and contractual rent increases | $ | 10.5 | $ | 14.0 | Represents new rent from stores that opened in 2021 or expected to open in 2022 as well as net increases from existing tenants including contractual rent bumps and variable rent. Contractual increases are partially offset by a substantial projected decline in percentage rent. | ||
| Lease Terminations | $ | (2.5 | ) | $ | (2.5 | ) | Represents rent lost in 2022 related to stores that terminated leases in 2021. |
| Store Closures/Non-Renewals | $ | (16.5 | ) | $ | (14.5 | ) | Represents rent lost in 2022 related to stores that closed for a partial year in 2021 or are expected to close before year-end 2022. |
| Lease Renewals/Modifications | $ | (16.0 | ) | $ | (14.0 | ) | Impact of negative rent spreads related to renewals or lease modifications completed in 2021 and budgeted for 2022, including a substantial projected decline in percentage rents. |
| Operating Expense | $ | (13.5 | ) | $ | (11.0 | ) | Increases in operating expenses are primarily driven by the expectation that operating hours will return to normal versus the shortened operating hours in 2021 due to the impact of COVID, inflationary contract increases (security/janitorial) and higher maintenance and repair expense related to projects that were delayed in 2021, primarily due to labor shortages. |
| Reserve for Watch List Tenants | $ | (9.0 | ) | $ | (6.0 | ) | Represents credit loss related to tenants that may file for bankruptcy and/or close due to underperformance. 2021 was impacted by a negligible credit loss. |
| Total Variance | $ | (47.0 | ) | $ | (34.0 | ) | |
| 2022 SC NOI Guidance | $ | 400.0 | $ | 413.0 | |||
| % Variance | (10.5 | )% | (7.5 | )% |
Reconciliation of GAAP Earnings Per Share to 2022 FFO, as Adjusted, Per Share:
| Low | High | |||||
|---|---|---|---|---|---|---|
| Expected diluted earnings per common share | $ | (6.90 | ) | $ | (6.40 | ) |
| Add: depreciation and amortization | 10.31 | 10.31 | ||||
| Add: debt discount accretion, net of noncontrolling interests' share | 3.59 | 3.59 | ||||
| Expected FFO, as adjusted, per diluted, fully converted common share | $ | 7.00 | $ | 7.50 |
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 owned and managed portfolio is comprised of 95 properties totaling 59.6 million square feet across 24 states, including 57 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. 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 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 the carrying value of its pro rata ownership share (including the carrying value of 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.
Combined Results
Our financial results for the periods from January 1, 2021 through October 31, 2021, and the year ended December 31, 2020 are referred to as those of the “Predecessor” period. Our financial results for the period from November 1, 2021 through December 31, 2021 are referred to as those of the “Successor” period. Our results of operations as reported in our consolidated financial statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report our results for the period from January 1, 2021 through October 31, 2021 and the period from November 1, 2021 through December 31, 2021 separately, management views the Company’s operating results for the year ended December 31, 2021 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods.
The Company cannot adequately benchmark the operating results of the period from November 1, 2021 through December 31, 2021 against any of the previous periods reported in its consolidated financial statements without combining it with the period from October 1, 2021 through October 31, 20221 or January 1, 2021 through October 31, 2021 and does not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding the Company’s overall operating performance. Management believes that the key performance metrics such as revenue, NOI and FFO for the Successor period when combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, in addition to presenting our results of operations as reported in our consolidated financial statements in accordance with GAAP, the tables and discussion herein also present the combined results for the three months and year ended December 31, 2021.
The combined results for the three months ended December 31, 2021, which we refer to herein as the results for the “three months ended December 31, 2021” represent the sum of the reported amounts for the Predecessor period from October 1, 2021 through October 31, 2021 and the Successor period from November 1, 2021 through December 31, 2021. The combined results for the year ended December 31, 2021, which we refer to herein as the results for the "year ended December 31, 2021" represent the sum of the reported amounts for the Predecessor period from January 1, 2021 through October 31, 2021 and the Successor period from November 1, 2021 through December 31, 2021. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. The combined operating results do not reflect the actual results we would have achieved absent our emergence from bankruptcy and may not be indicative of future results. Accordingly, the results for the three months and year ended December 31, 2020 may not be comparable, particularly for statement of operations line items significantly impacted by the reorganization transactions, the impact of fresh start accounting on depreciation and amortization, the discount to the carrying value of its debt and the impact of interest expense not being recognized while in Chapter 11 bankruptcy protection from the Petition Date of November 1, 2020 to October 31, 2021.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from October 1, through October 31, | For the Three Months Ended December 31, | |||||||
| 2021 | 2021 | 2020 | |||||||
| REVENUES: | |||||||||
| Rental revenues | $ | 103,252 | $ | 45,892 | $ | 148,588 | |||
| Management, development and leasing fees | 1,500 | 755 | 1,549 | ||||||
| Other | 4,094 | 1,263 | 4,042 | ||||||
| Total revenues | 108,846 | 47,910 | 154,179 | ||||||
| EXPENSES: | |||||||||
| Property operating | (15,258 | ) | (7,492 | ) | (21,050 | ) | |||
| Depreciation and amortization | (49,504 | ) | (16,483 | ) | (52,988 | ) | |||
| Real estate taxes | (9,598 | ) | (5,169 | ) | (16,186 | ) | |||
| Maintenance and repairs | (7,581 | ) | (3,440 | ) | (8,457 | ) | |||
| General and administrative | (9,175 | ) | (5,779 | ) | (12,136 | ) | |||
| Loss on impairment | — | (26,439 | ) | (66,394 | ) | ||||
| Litigation settlement | 118 | 43 | 5,375 | ||||||
| Prepetition charges | — | — | (3,112 | ) | |||||
| Other | (3 | ) | (354 | ) | (553 | ) | |||
| Total expenses | (91,001 | ) | (65,113 | ) | (175,501 | ) | |||
| OTHER INCOME (EXPENSES): | |||||||||
| Interest and other income | 510 | 16 | 1,133 | ||||||
| Interest expense | (195,488 | ) | (6,947 | ) | (39,903 | ) | |||
| Gain on extinguishment of debt | — | — | 17,114 | ||||||
| Gain on deconsolidation | 19,126 | — | — | ||||||
| Gain (loss) on sales of real estate assets | (3 | ) | 3,695 | 1,988 | |||||
| Reorganization items, net | (1,403 | ) | (383,148 | ) | (35,977 | ) | |||
| Income tax benefit (provision) | 5,885 | (856 | ) | 353 | |||||
| Equity in earnings (losses) of unconsolidated affiliates | 797 | (1,248 | ) | (2,404 | ) | ||||
| Total other expenses | (170,576 | ) | (388,488 | ) | (57,696 | ) | |||
| Net loss | (152,731 | ) | (405,691 | ) | (79,018 | ) | |||
| Net loss attributable to noncontrolling interests in: | |||||||||
| Operating Partnership | — | 460 | 662 | ||||||
| Other consolidated subsidiaries | 1,186 | 11,969 | 19,052 | ||||||
| Net loss attributable to the Company | (151,545 | ) | (393,262 | ) | (59,304 | ) | |||
| Preferred dividends undeclared | — | — | (3,741 | ) | |||||
| Net loss attributable to common shareholders | $ | (151,545 | ) | $ | (393,262 | ) | $ | (63,045 | ) |
| Basic and diluted per share data attributable to common<br><br><br>shareholders: | |||||||||
| Net loss attributable to common shareholders | $ | (7.50 | ) | $ | (1.99 | ) | $ | (0.32 | ) |
| Weighted-average common and potential dilutive common shares<br><br><br>outstanding | 20,208 | 197,625 | 196,429 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended<br><br><br>December 31, | |||||||
| 2021 | 2021 | 2020 | |||||||
| REVENUES: | |||||||||
| Rental revenues | $ | 103,252 | $ | 450,922 | $ | 554,064 | |||
| Management, development and leasing fees | 1,500 | 5,642 | 6,800 | ||||||
| Other | 4,094 | 11,465 | 14,997 | ||||||
| Total revenues | 108,846 | 468,029 | 575,861 | ||||||
| EXPENSES: | — | — | — | ||||||
| Property operating | (15,258 | ) | (72,735 | ) | (84,061 | ) | |||
| Depreciation and amortization | (49,504 | ) | (158,574 | ) | (215,030 | ) | |||
| Real estate taxes | (9,598 | ) | (50,787 | ) | (69,686 | ) | |||
| Maintenance and repairs | (7,581 | ) | (32,487 | ) | (34,132 | ) | |||
| General and administrative | (9,175 | ) | (43,160 | ) | (53,425 | ) | |||
| Loss on impairment | — | (146,781 | ) | (213,358 | ) | ||||
| Litigation settlement | 118 | 932 | 7,855 | ||||||
| Prepetition charges | — | — | (23,883 | ) | |||||
| Other | (3 | ) | (745 | ) | (953 | ) | |||
| Total expenses | (91,001 | ) | (504,337 | ) | (686,673 | ) | |||
| OTHER INCOME (EXPENSES): | — | — | — | ||||||
| Interest and other income | 510 | 2,055 | 6,396 | ||||||
| Interest expense | (195,488 | ) | (72,415 | ) | (200,663 | ) | |||
| Gain on extinguishment of debt | — | — | 32,521 | ||||||
| Gain on deconsolidation | 19,126 | 55,131 | — | ||||||
| Gain (loss) on sales of real estate assets | (3 | ) | 12,187 | 4,696 | |||||
| Reorganization items, net | (1,403 | ) | (435,162 | ) | (35,977 | ) | |||
| Income tax benefit (provision) | 5,885 | (1,078 | ) | (16,836 | ) | ||||
| Equity in earnings (losses) of unconsolidated affiliates | 797 | (10,823 | ) | (14,854 | ) | ||||
| Total other expenses | (170,576 | ) | (450,105 | ) | (224,717 | ) | |||
| Net loss | (152,731 | ) | (486,413 | ) | (335,529 | ) | |||
| Net loss attributable to noncontrolling interests in: | |||||||||
| Operating Partnership | — | 2,473 | 19,762 | ||||||
| Other consolidated subsidiaries | 1,186 | 13,313 | 20,683 | ||||||
| Net loss attributable to the Company | (151,545 | ) | (470,627 | ) | (295,084 | ) | |||
| Preferred dividends undeclared | — | — | (37,410 | ) | |||||
| Net loss attributable to common shareholders | $ | (151,545 | ) | $ | (470,627 | ) | $ | (332,494 | ) |
| Basic and diluted per share data attributable to common<br><br><br>shareholders: | |||||||||
| Net loss attributable to common shareholders | $ | (7.50 | ) | $ | (2.39 | ) | $ | (1.75 | ) |
| Weighted-average common and potential dilutive common shares<br><br><br>outstanding | 20,208 | 196,591 | 190,277 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
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)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from October 1, through October 31, | Three Months Ended December 31, | Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss attributable to common shareholders | $ | (151,545 | ) | $ | (393,262 | ) | $ | (544,807 | ) | $ | (63,045 | ) |
| Noncontrolling interest in loss of Operating Partnership | — | (460 | ) | (460 | ) | (662 | ) | |||||
| Depreciation and amortization expense of: | ||||||||||||
| Consolidated properties | 49,504 | 16,483 | 65,987 | 52,988 | ||||||||
| Unconsolidated affiliates | 9,847 | 4,660 | 14,507 | 14,767 | ||||||||
| Non-real estate assets | (132 | ) | (145 | ) | (277 | ) | (625 | ) | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (622 | ) | (191 | ) | (813 | ) | (809 | ) | ||||
| Loss on impairment, net of noncontrolling interests' share | — | 15,704 | 15,704 | 48,372 | ||||||||
| Gain on depreciable property, net of taxes | (20 | ) | (3,054 | ) | (3,074 | ) | — | |||||
| FFO allocable to Operating Partnership common unitholders | (92,968 | ) | (360,265 | ) | (453,233 | ) | 50,986 | |||||
| Debt discount accretion, net of noncontrolling interests' share ^(1)^ | 184,637 | — | 184,637 | — | ||||||||
| Adjustment for unconsolidated affiliates with negative investment | (4,574 | ) | — | (4,574 | ) | — | ||||||
| Senior secured notes fair value adjustment ^(2)^ | 395 | — | 395 | — | ||||||||
| Litigation settlement ^(3)^ | (118 | ) | (43 | ) | (161 | ) | (5,375 | ) | ||||
| Non-cash default interest expense ^(4)^ | (6,471 | ) | 3,107 | (3,364 | ) | 7,684 | ||||||
| Gain on deconsolidation ^(5)^ | (19,126 | ) | — | (19,126 | ) | — | ||||||
| Reorganization items, net of noncontrolling interests' share ^(6)^ | 1,403 | 400,364 | 401,767 | 35,977 | ||||||||
| Prepetition charges ^(7)^ | — | — | — | 3,112 | ||||||||
| Gain on extinguishment of debt ^(8)^ | — | — | — | (17,114 | ) | |||||||
| FFO allocable to Operating Partnership common unitholders, as<br><br><br>adjusted | $ | 63,178 | $ | 43,163 | $ | 106,341 | $ | 75,270 | ||||
| (1) | In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount as interest expense on the Effective Date. The debt discount is accreted over the term of the respective debt using the effective interest method. | |||||||||||
| --- | --- | |||||||||||
| (2) | As of December 31, 2021, represents the fair value adjustment recorded on the Company’s 10% senior secured notes (the “Secured Notes”) as interest expense. The Company elected the fair value option in conjunction with the issuance of its Secured Notes. | |||||||||||
| --- | --- | |||||||||||
| (3) | For the Predecessor period from January 1, 2021 through October 31, 2021 and the year ended December 31, 2020, represents a credit to litigation settlement expense related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit. For the year ended December 31, 2019, represents expense associated with the settlement of the class action lawsuit. | |||||||||||
| --- | --- | |||||||||||
| (4) | The Successor period from November 1, 2021 through December 31, 2021 includes the reversal of default interest expense. The Predecessor period from January 1, 2021 through October 31, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing the Chapter 11 Cases, as well as loans secured by properties that remain in default due to the Company filing the Chapter 11 Cases. The Predecessor year ended December 31, 2020 includes default interest expense related to loans secured by properties that were in default prior to the Company filing the Chapter 11 Cases, as well as loans secured by properties that were in default due to the Company filing the Chapter 11 Cases. | |||||||||||
| --- | --- | |||||||||||
| (5) | During the Successor period from November 1, 2021 through December 31, 2021, the Successor Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the Predecessor period from January 1, 2021 through October 31, 2021, the Predecessor Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process. | |||||||||||
| --- | --- | |||||||||||
| (6) | For the Successor period from November 1, 2021 through December 31, 2021, reorganization items represent costs incurred subsequent to the Company filing the Chapter 11 Cases associated with the Company’s reorganization efforts. For the Predecessor period from January 1, 2021 through October 31, 2021 reorganization items represent adjustments related to the fair value of the Successor Company, adjustments related to the write off of the Predecessor Company’s debt and the issuance of new debt of the Successor Company, as well as costs incurred subsequent to the Company filing the Chapter 11 Cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees. For the Predecessor year ended December 31, 2020, reorganization items represent costs incurred subsequent to the Company filing the Chapter 11 Cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses, U.S. Trustee fees and unamortized deferred financing costs and debt discounts expensed in accordance with ASC 852. | |||||||||||
| --- | --- | |||||||||||
| (7) | For the Predecessor year ended December 31, 2020, represents professional fees related to the Company’s negotiations with the administrative agent and lenders under the secured credit facility and certain holders of the Predecessor Company’s senior unsecured notes regarding a restructure of such indebtedness prior to the filing of voluntary petitions under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020. | |||||||||||
| --- | --- | |||||||||||
| (8) | The Predecessor year ended December 31, 2020 includes a gain on extinguishment of debt related to the non-recourse loans secured by Burnsville Center and Hickory Point Mall, which were conveyed to the lender. The Predecessor year ended December 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. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
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)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year ended<br><br><br>December 31, | Year ended<br><br><br>December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss attributable to common shareholders | $ | (151,545 | ) | $ | (470,627 | ) | $ | (622,172 | ) | $ | (332,494 | ) |
| Noncontrolling interest in loss of Operating Partnership | — | (2,473 | ) | (2,473 | ) | (19,762 | ) | |||||
| Depreciation and amortization expense of: | ||||||||||||
| Consolidated properties | 49,504 | 158,574 | 208,078 | 215,030 | ||||||||
| Unconsolidated affiliates | 9,847 | 45,126 | 54,973 | 56,734 | ||||||||
| Non-real estate assets | (132 | ) | (1,593 | ) | (1,725 | ) | (3,056 | ) | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (622 | ) | (1,901 | ) | (2,523 | ) | (3,638 | ) | ||||
| Loss on impairment, net of noncontrolling interests' share | — | 136,046 | 136,046 | 195,336 | ||||||||
| (Gain) loss on depreciable property, net of taxes | (20 | ) | (7,890 | ) | (7,910 | ) | 25 | |||||
| FFO allocable to Operating Partnership common unitholders | (92,968 | ) | (144,738 | ) | (237,706 | ) | 108,175 | |||||
| Debt discount accretion, net of noncontrolling interests' share ^(1)^ | 184,637 | — | 184,637 | — | ||||||||
| Adjustment for unconsolidated affiliates with negative investment | (4,574 | ) | — | (4,574 | ) | — | ||||||
| Senior secured notes fair value adjustment ^(2)^ | 395 | — | 395 | — | ||||||||
| Litigation settlement ^(3)^ | (118 | ) | (932 | ) | (1,050 | ) | (7,855 | ) | ||||
| Non-cash default interest expense ^(4)^ | (6,471 | ) | 35,072 | 28,601 | 13,096 | |||||||
| Gain on deconsolidation ^(5)^ | (19,126 | ) | (55,131 | ) | (74,257 | ) | — | |||||
| Reorganization items, net of noncontrolling interests' share ^(6)^ | 1,403 | 452,378 | 453,781 | 35,977 | ||||||||
| Prepetition charges ^(7)^ | — | — | — | 23,883 | ||||||||
| Gain on extinguishment of debt ^(8)^ | — | — | — | (32,521 | ) | |||||||
| FFO allocable to Operating Partnership common unitholders, as<br><br><br>adjusted | $ | 63,178 | $ | 286,649 | $ | 349,827 | $ | 140,755 | ||||
| (1) | In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount as interest expense on the Effective Date. The debt discount is accreted over the term of the respective debt using the effective interest method. | |||||||||||
| --- | --- | |||||||||||
| (2) | As of December 31, 2021, represents the fair value adjustment recorded on the Company’s Secured Notes as interest expense. The Company elected the fair value option in conjunction with the issuance of its Secured Notes. | |||||||||||
| --- | --- | |||||||||||
| (3) | For the successor period from November 1, 2021 through December 31, 2021, for the predecessor period from January 1, 2021 through October 31, 2021 and the year ended December 31, 2020, represents a credit to litigation settlement expense related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit. | |||||||||||
| --- | --- | |||||||||||
| (4) | The successor period from November 1, 2021 through December 31, 2021 includes the reversal of default interest expense. The predecessor period from January 1, 2021 through October 31, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, as well as loans secured by properties that remain in default due to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code. The predecessor year ended December 31, 2020 includes default interest expense related to loans secured by properties that were in default prior to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, as well as loans secured by properties that were in default due to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code. | |||||||||||
| --- | --- | |||||||||||
| (5) | For the successor period from November 1, 2021 through December 31, 2021, the Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the predecessor period from January 1, 2021 through October 31, 2021, the Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process. | |||||||||||
| --- | --- | |||||||||||
| (6) | For the successor period from November 1, 2021 through December 31, 2021, reorganization items represent costs incurred subsequent to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas associated with the Company’s reorganization efforts. For the predecessor period from January 1, 2021 through October 31, 2021 reorganization items represent adjustments related to the fair value of the successor Company, adjustments related to the write off of the predecessor Company’s debt and the issuance of new debt of the successor Company, as well as costs incurred subsequent to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees. For the predecessor year ended December 31, 2020, reorganization items represent costs incurred subsequent to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses, U.S. Trustee fees and unamortized deferred financing costs and debt discounts expensed in accordance with ASC 852. | |||||||||||
| --- | --- | |||||||||||
| (7) | For the predecessor year ended December 31, 2020, represents professional fees related to the Company’s negotiations with the administrative agent and lenders under the secured credit facility and certain holders of the predecessor Company’s senior unsecured notes regarding a restructure of such indebtedness prior to the filing of voluntary petitions under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020. | |||||||||||
| --- | --- | |||||||||||
| (8) | The predecessor year ended December 31, 2020 includes a gain on extinguishment of debt related to the non-recourse loans secured by Burnsville Center and Hickory Point Mall, which were conveyed to the lender. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from October 1, through October 31, | For the Three Months Ended December 31, | Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||||||||
| Lease termination fees | $ | 3,597 | $ | 1,518 | $ | 5,115 | $ | 2,701 | ||||
| Straight-line rental income adjustment | $ | 1,361 | $ | (901 | ) | $ | 460 | $ | 718 | |||
| Gain (loss) on outparcel sales, net of taxes | $ | (23 | ) | $ | (1 | ) | $ | (24 | ) | $ | 1,988 | |
| Net amortization of acquired above- and below-market leases | $ | (3,291 | ) | $ | 40 | $ | (3,251 | ) | $ | 28 | ||
| Income tax benefit (provision) | $ | 5,885 | $ | (856 | ) | $ | 5,029 | $ | 353 | |||
| Abandoned projects expense | $ | (3 | ) | $ | (354 | ) | $ | (357 | ) | $ | (553 | ) |
| Interest capitalized | $ | 221 | $ | 101 | $ | 322 | $ | 424 | ||||
| Estimate of uncollectable revenues | $ | (782 | ) | $ | (2,007 | ) | $ | (2,789 | ) | $ | 6,040 | |
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended December 31, | Year Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||||||||
| Lease termination fees | $ | 3,597 | $ | 4,843 | $ | 8,440 | $ | 6,076 | ||||
| Straight-line rental income adjustment | $ | 1,361 | $ | (2,051 | ) | $ | (690 | ) | $ | (1,254 | ) | |
| Gain (loss) on outparcel sales, net of taxes | $ | (23 | ) | $ | 3,584 | $ | 3,561 | $ | 4,721 | |||
| Net amortization of acquired above- and below-market leases | $ | (3,291 | ) | $ | 225 | $ | (3,066 | ) | $ | 1,369 | ||
| Income tax benefit (provision) | $ | 5,885 | $ | (1,078 | ) | $ | 4,807 | $ | (16,836 | ) | ||
| Abandoned projects expense | $ | (3 | ) | $ | (745 | ) | $ | (748 | ) | $ | (953 | ) |
| Interest capitalized | $ | 221 | $ | 133 | $ | 354 | $ | 1,954 | ||||
| Estimate of uncollectable revenues | $ | (782 | ) | $ | (6,046 | ) | $ | (6,828 | ) | $ | (49,329 | ) |
| Successor | Predecessor | |||||||||||
| As of December 31, | As of December 31, | |||||||||||
| 2021 | 2020 | |||||||||||
| Straight-line rent receivable | $ | 2,452 | $ | 53,157 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Dollars in thousands)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from October 1, through October 31, | For the Three Months Ended December 31, | For the Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss | $ | (152,731 | ) | $ | (405,691 | ) | $ | (558,422 | ) | $ | (79,018 | ) |
| Adjustments: | ||||||||||||
| Depreciation and amortization | 49,504 | 16,483 | 65,987 | 52,988 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 9,847 | 4,660 | 14,507 | 14,767 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other<br><br><br>consolidated subsidiaries | (622 | ) | (191 | ) | (813 | ) | (809 | ) | ||||
| Interest expense | 195,488 | 6,947 | 202,435 | 39,903 | ||||||||
| Interest expense from unconsolidated affiliates | 11,425 | 3,507 | 14,932 | 8,974 | ||||||||
| Noncontrolling interests' share of interest expense in other consolidated<br><br><br>subsidiaries | (1,464 | ) | (282 | ) | (1,746 | ) | (603 | ) | ||||
| Abandoned projects expense | 3 | 354 | 357 | 553 | ||||||||
| (Gain) loss on sales of real estate assets | 3 | (3,695 | ) | (3,692 | ) | (1,988 | ) | |||||
| Adjustment for unconsolidated affiliates with negative investment | (4,574 | ) | — | (4,574 | ) | — | ||||||
| Gain on extinguishment of debt | — | — | — | (17,114 | ) | |||||||
| Gain on deconsolidation | (19,126 | ) | — | (19,126 | ) | — | ||||||
| Loss on impairment, net of noncontrolling interests' share | — | 15,704 | 15,704 | 48,372 | ||||||||
| Prepetition charges | — | — | — | 3,112 | ||||||||
| Litigation settlement | (118 | ) | (43 | ) | (161 | ) | (5,375 | ) | ||||
| Reorganization items, net of noncontrolling interests' share | 1,403 | 400,364 | 401,767 | 35,977 | ||||||||
| Income tax (benefit) provision | (5,885 | ) | 856 | (5,029 | ) | (353 | ) | |||||
| Lease termination fees | (3,597 | ) | (1,518 | ) | (5,115 | ) | (2,701 | ) | ||||
| Straight-line rent and above- and below-market lease amortization | 1,930 | 861 | 2,791 | (746 | ) | |||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 1,186 | 11,969 | 13,155 | 19,052 | ||||||||
| General and administrative expenses | 9,175 | 5,779 | 14,954 | 9,024 | ||||||||
| Management fees and non-property level revenues | (2,801 | ) | (19,462 | ) | (22,263 | ) | (611 | ) | ||||
| Operating Partnership's share of property NOI | 89,046 | 36,602 | 125,648 | 123,404 | ||||||||
| Non-comparable NOI | (4,170 | ) | (1,748 | ) | (5,918 | ) | (9,750 | ) | ||||
| Total same-center NOI ^(1)^ | $ | 84,876 | $ | 34,854 | $ | 119,730 | $ | 113,654 | ||||
| Total same-center NOI percentage change | 5.3 | % |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Dollars in thousands)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss | $ | (152,731 | ) | $ | (486,413 | ) | $ | (639,144 | ) | $ | (335,529 | ) |
| Adjustments: | ||||||||||||
| Depreciation and amortization | 49,504 | 158,574 | 208,078 | 215,030 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 9,847 | 45,126 | 54,973 | 56,734 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other<br><br><br>consolidated subsidiaries | (622 | ) | (1,901 | ) | (2,523 | ) | (3,638 | ) | ||||
| Interest expense | 195,488 | 72,415 | 267,903 | 200,663 | ||||||||
| Interest expense from unconsolidated affiliates | 11,425 | 34,514 | 45,939 | 32,975 | ||||||||
| Noncontrolling interests' share of interest expense in other consolidated<br><br><br>subsidiaries | (1,464 | ) | (2,790 | ) | (4,254 | ) | (2,329 | ) | ||||
| Abandoned projects expense | 3 | 745 | 748 | 952 | ||||||||
| (Gain) loss on sales of real estate assets | 3 | (12,187 | ) | (12,184 | ) | (4,696 | ) | |||||
| Gain on sales of real estate assets of unconsolidated affiliates | — | (70 | ) | (70 | ) | — | ||||||
| Adjustment for unconsolidated affiliates with negative investment | (4,574 | ) | — | (4,574 | ) | — | ||||||
| Gain on extinguishment of debt | — | — | — | (32,521 | ) | |||||||
| Gain on deconsolidation | (19,126 | ) | (55,131 | ) | (74,257 | ) | — | |||||
| Loss on impairment, net of noncontrolling interests' share | — | 136,046 | 136,046 | 195,336 | ||||||||
| Prepetition charges | — | — | — | 23,883 | ||||||||
| Litigation settlement | (118 | ) | (932 | ) | (1,050 | ) | (7,855 | ) | ||||
| Reorganization items, net of noncontrolling interests' share | 1,403 | 452,378 | 453,781 | 35,977 | ||||||||
| Income tax (benefit) provision | (5,885 | ) | 1,078 | (4,807 | ) | 16,836 | ||||||
| Lease termination fees | (3,597 | ) | (4,843 | ) | (8,440 | ) | (6,076 | ) | ||||
| Straight-line rent and above- and below-market lease amortization | 1,930 | 1,826 | 3,756 | (115 | ) | |||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 1,186 | 13,313 | 14,499 | 20,683 | ||||||||
| General and administrative expenses | 9,175 | 43,160 | 52,335 | 53,425 | ||||||||
| Management fees and non-property level revenues | (2,801 | ) | (26,604 | ) | (29,405 | ) | (13,467 | ) | ||||
| Operating Partnership's share of property NOI | 89,046 | 368,304 | 457,350 | 446,268 | ||||||||
| Non-comparable NOI | (4,170 | ) | (19,069 | ) | (23,239 | ) | (37,814 | ) | ||||
| Total same-center NOI ^(1)^ | $ | 84,876 | $ | 349,235 | $ | 434,111 | $ | 408,454 | ||||
| Total same-center NOI percentage change | 6.3 | % |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Continued)
| Non-GAAP Combined | Predecessor | ||||
|---|---|---|---|---|---|
| For the Three Months Ended December 31, | For the Three Months Ended December 31, | ||||
| 2021 | 2020 | ||||
| Malls | $ | 87,064 | $ | 83,062 | |
| Lifestyle centers | 11,183 | 9,324 | |||
| Open-air centers | 12,387 | 12,766 | |||
| Outlet centers | 3,458 | 3,121 | |||
| Outparcels and other | 5,638 | 5,381 | |||
| Total same-center NOI ^(1)^ | $ | 119,730 | $ | 113,654 | |
| Percentage Change: | |||||
| Malls | 4.8 | % | |||
| Lifestyle centers | 19.9 | % | |||
| Open-air centers | (3.0 | )% | |||
| Outlet centers | 10.8 | % | |||
| Outparcels and other | 4.8 | % | |||
| Total same-center NOI ^(1)^ | 5.3 | % | |||
| Non-GAAP Combined | Predecessor | ||||
| --- | --- | --- | --- | --- | --- |
| Year Ended December 31, | Year Ended December 31, | ||||
| 2021 | 2020 | ||||
| Malls | $ | 310,892 | $ | 296,527 | |
| Lifestyle centers | 40,006 | 33,083 | |||
| Open-air centers | 48,282 | 47,976 | |||
| Outlet centers | 13,100 | 11,070 | |||
| Outparcels and other | 21,831 | 19,798 | |||
| Total same-center NOI ^(1)^ | $ | 434,111 | $ | 408,454 | |
| Percentage Change: | |||||
| Malls | 4.8 | % | |||
| Lifestyle centers | 20.9 | % | |||
| Open-air centers | 0.6 | % | |||
| Outlet centers | 18.3 | % | |||
| Outparcels and other | 10.3 | % | |||
| Total same-center NOI ^(1)^ | 6.3 | % | |||
| (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). 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 December 31, 2021, 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 December 31, 2021. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender. | ||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
| As of December 31, 2021 (Successor) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed Rate | Variable<br><br><br>Rate | Total per<br><br><br>Debt<br><br><br>Schedule | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>Costs ^(1)^ | Debt<br><br><br>Discounts ^(2)^ | Total | ||||||||||||||
| Consolidated debt ^(^^3^^)^ | $ | 1,461,927 | $ | 947,002 | $ | 2,408,929 | $ | (1,567 | ) | $ | (199,153 | ) | $ | 2,208,209 | |||||
| Noncontrolling interests' share of consolidated debt | (29,381 | ) | — | (29,381 | ) | — | 13,519 | (15,862 | ) | ||||||||||
| Company's share of unconsolidated affiliates' debt | 612,322 | 90,691 | 703,013 | (1,971 | ) | — | 701,042 | ||||||||||||
| Other debt ^(^^4^^)^ | 92,072 | — | 92,072 | — | — | 92,072 | |||||||||||||
| Company's share of consolidated, unconsolidated and other debt | $ | 2,136,940 | $ | 1,037,693 | $ | 3,174,633 | $ | (3,538 | ) | $ | (185,634 | ) | $ | 2,985,461 | |||||
| Weighted-average interest rate | 5.84 | % | 3.63 | % | ^^ | 5.12 | % | ||||||||||||
| As of December 31, 2020 (Predecessor) | |||||||||||||||||||
| Fixed Rate | Variable<br><br><br>Rate | Total per<br><br><br>Debt<br><br><br>Schedule | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>Costs | Debt<br><br><br>Discounts ^(2)^ | Total | ||||||||||||||
| Consolidated debt^(^^5^^)^ | $ | 2,495,203 | $ | 1,182,737 | $ | 3,677,940 | $ | (3,433 | ) | $ | — | $ | 3,674,507 | ||||||
| Noncontrolling interests' share of consolidated debt | (30,177 | ) | — | (30,177 | ) | 265 | — | (29,912 | ) | ||||||||||
| Company's share of unconsolidated affiliates' debt | 625,225 | 121,732 | 746,957 | (2,844 | ) | — | 744,113 | ||||||||||||
| Company's share of consolidated and unconsolidated debt | $ | 3,090,251 | $ | 1,304,469 | $ | 4,394,720 | $ | (6,012 | ) | $ | — | $ | 4,388,708 | ||||||
| Weighted-average interest rate | 5.04 | % | 8.75 | % | ^(^^6^^)^ | 6.14 | % | ||||||||||||
| (1) | Unamortized deferred financing costs of $629 for the Company’s share of unconsolidated property-level, non-recourse mortgage loans may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount on the Effective Date. The debt discount is accreted over the term of the respective debt using the effective interest method. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | Includes the Company’s senior secured notes which had a fair value of $395,395 as of December 31, 2021. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | During the period from November 1, 2021 through December 31, 2021, the successor Company deconsolidated Asheville Mall and EastGate Mall due to a loss of control when the properties were placed into receivership in connection with the foreclosure process. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (5) | Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of December 31, 2020. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (6) | The administrative agent informed the Company that interest would accrue on all outstanding obligations at the post-default rate, which was equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate on December 31, 2020 was 9.50%. | ||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| Predecessor | |||||
|---|---|---|---|---|---|
| December 31,<br><br><br>2020 | |||||
| ASSETS | |||||
| Real estate assets: | |||||
| Land | 599,283 | $ | 695,711 | ||
| Buildings and improvements | 1,173,106 | 5,135,074 | |||
| 1,772,389 | 5,830,785 | ||||
| Accumulated depreciation | (19,939 | ) | (2,241,421 | ) | |
| 1,752,450 | 3,589,364 | ||||
| Developments in progress | 16,665 | 28,327 | |||
| Net investment in real estate assets | 1,769,115 | 3,617,691 | |||
| Cash and cash equivalents | 169,554 | 61,781 | |||
| Available-for-sale securities - at fair value (amortized cost of 149,999 and 233,053 as of<br> December 31, 2021 and December 31, 2020, respectively) | 149,996 | 233,071 | |||
| Receivables: | |||||
| Tenant | 25,190 | 103,655 | |||
| Other | 4,409 | 5,958 | |||
| Mortgage and other notes receivable | 384 | 2,337 | |||
| Investments in unconsolidated affiliates | 103,655 | 279,355 | |||
| In-place leases, net | 384,705 | 5,682 | |||
| Above market leases, net | 234,286 | 2,021 | |||
| Intangible lease assets and other assets | 104,685 | 132,189 | |||
| 2,945,979 | $ | 4,443,740 | |||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||
| Mortgage and other indebtedness, net | 1,813,209 | $ | 1,184,831 | ||
| 10% senior secured notes - at fair value (carrying amount of 395,000 as of December 31, 2021) | 395,395 | — | |||
| Below market leases, net | 151,871 | 6,051 | |||
| Accounts payable and accrued liabilities | 184,404 | 167,336 | |||
| Total liabilities not subject to compromise | 2,544,879 | 1,358,218 | |||
| Liabilities subject to compromise | — | 2,551,490 | |||
| Commitments and contingencies | |||||
| Redeemable noncontrolling interests | — | (265 | ) | ||
| Shareholders' equity: | |||||
| Successor common stock, .001 par value, 200,000,000 shares authorized, 20,774,716 issued and outstanding in 2021 | 21 | — | |||
| Predecessor preferred stock, .01 par value, 15,000,000 shares authorized: | |||||
| 7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares<br> outstanding in 2020 | — | 18 | |||
| 6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares<br> outstanding in 2020 | — | 7 | |||
| Predecessor common stock, .01 par value, 350,000,000 shares authorized, 196,569,917 issued and outstanding in 2020 | — | 1,966 | |||
| Additional paid-in capital | 547,726 | 1,986,269 | |||
| Accumulated other comprehensive income (loss) | (3 | ) | 18 | ||
| Retained earnings (dividends in excess of cumulative earnings) | (151,545 | ) | (1,456,435 | ) | |
| Total shareholders' equity | 396,199 | 531,843 | |||
| Noncontrolling interests | 4,901 | 2,454 | |||
| Total equity | 401,100 | 534,297 | |||
| 2,945,979 | $ | 4,443,740 |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
| December 31,<br><br><br>2021 ^(1)^ | December 31,<br><br><br>2020 ^(1)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS: | ||||||||||||
| Investment in real estate assets | $ | 2,364,154 | $ | 2,346,124 | ||||||||
| Accumulated depreciation | (934,374 | ) | (862,435 | ) | ||||||||
| 1,429,780 | 1,483,689 | |||||||||||
| Developments in progress | 7,288 | 28,138 | ||||||||||
| Net investment in real estate assets | 1,437,068 | 1,511,827 | ||||||||||
| Other assets | 188,683 | 174,966 | ||||||||||
| Total assets | $ | 1,625,751 | $ | 1,686,793 | ||||||||
| LIABILITIES: | ||||||||||||
| Mortgage and other indebtedness, net | $ | 1,452,794 | $ | 1,439,454 | ||||||||
| Other liabilities | 64,598 | 45,280 | ||||||||||
| Total liabilities | 1,517,392 | 1,484,734 | ||||||||||
| OWNERS' EQUITY: | ||||||||||||
| The Company | 102,792 | 132,350 | ||||||||||
| Other investors | 5,567 | 69,709 | ||||||||||
| Total owners' equity | 108,359 | 202,059 | ||||||||||
| Total liabilities and owners’ equity | $ | 1,625,751 | $ | 1,686,793 | ||||||||
| (1) | In conjunction with fresh start accounting, the Company did not elect push-down accounting for any of its unconsolidated joint ventures. Amounts reflect the inside basis in the respective joint ventures. | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Total revenues | $ | 69,948 | $ | 59,191 | $ | 251,933 | $ | 213,319 | ||||
| Depreciation and amortization | (22,396 | ) | (23,516 | ) | (92,411 | ) | (91,578 | ) | ||||
| Operating expenses | (24,717 | ) | (19,637 | ) | (87,321 | ) | (73,754 | ) | ||||
| Interest and other income | 332 | 335 | 1,400 | 1,998 | ||||||||
| Interest expense | (7,534 | ) | (16,893 | ) | (74,576 | ) | (62,644 | ) | ||||
| Gain on extinguishment of debt | 48,425 | — | 48,425 | — | ||||||||
| Gain on sales of real estate assets | 10,763 | — | 11,146 | — | ||||||||
| Net income (loss) | $ | 74,821 | $ | (520 | ) | $ | 58,596 | $ | (12,659 | ) | ||
| Company's Share for the Period | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
| November 1, through December 31, | October 1, through October 31, | Three Months Ended December 31, | Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Total revenues | $ | 25,588 | $ | 10,511 | 36,099 | $ | 31,470 | |||||
| Depreciation and amortization | (9,847 | ) | (4,660 | ) | (14,507 | ) | (14,767 | ) | ||||
| Operating expenses | (8,248 | ) | (3,669 | ) | (11,917 | ) | (10,367 | ) | ||||
| Interest and other income | 155 | 77 | 232 | 234 | ||||||||
| Interest expense | (11,425 | ) | (3,507 | ) | (14,932 | ) | (8,974 | ) | ||||
| Adjustment for unconsolidated affiliates with negative investment | 4,574 | — | 4,574 | — | ||||||||
| Gain on sales of real estate assets | — | — | — | — | ||||||||
| Net income (loss) | $ | 797 | $ | (1,248 | ) | $ | (451 | ) | $ | (2,404 | ) | |
| Company's Share for the Period | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
| November 1, through December 31, | January 1, through October 31, | Year Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Total revenues | $ | 25,588 | $ | 101,610 | 127,198 | $ | 112,348 | |||||
| Depreciation and amortization | (9,847 | ) | (45,126 | ) | (54,973 | ) | (56,734 | ) | ||||
| Operating expenses | (8,248 | ) | (33,671 | ) | (41,919 | ) | (38,849 | ) | ||||
| Interest and other income | 155 | 808 | 963 | 1,356 | ||||||||
| Interest expense | (11,425 | ) | (34,514 | ) | (45,939 | ) | (32,975 | ) | ||||
| Adjustment for unconsolidated affiliates with negative investment | 4,574 | — | 4,574 | — | ||||||||
| Gain on sales of real estate assets | — | 70 | 70 | — | ||||||||
| Net income (loss) | $ | 797 | $ | (10,823 | ) | $ | (10,026 | ) | $ | (14,854 | ) |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, and the Company's share of abandoned projects expense, gain on extinguishment of debt and litigation settlement.
The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| Successor | Predecessor | Non-GAAP<br><br><br>Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from October 1, through October 31, | For the Three Months Ended December 31, | For the Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss | $ | (152,731 | ) | $ | (405,691 | ) | $ | (558,422 | ) | $ | (79,018 | ) |
| Depreciation and amortization | 49,504 | 16,483 | 65,987 | 52,988 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 9,847 | 4,660 | 14,507 | 14,767 | ||||||||
| Interest expense | 195,488 | 6,947 | 202,435 | 39,903 | ||||||||
| Interest expense from unconsolidated affiliates | 11,425 | 3,507 | 14,932 | 8,974 | ||||||||
| Income taxes | (5,847 | ) | 907 | (4,940 | ) | (101 | ) | |||||
| Loss on impairment | — | 26,439 | 26,439 | 66,394 | ||||||||
| Gain on depreciable property | (20 | ) | (3,696 | ) | (3,716 | ) | — | |||||
| Gain on deconsolidation | (19,126 | ) | — | (19,126 | ) | — | ||||||
| EBITDAre ^(1)^ | 88,540 | (350,444 | ) | (261,904 | ) | 103,907 | ||||||
| Gain on extinguishment of debt | — | — | — | (17,114 | ) | |||||||
| Reorganization items, net of noncontrolling interests' share | 1,403 | 400,364 | 401,767 | — | ||||||||
| Litigation settlement | (118 | ) | (43 | ) | (161 | ) | (5,375 | ) | ||||
| Abandoned projects expense | 3 | 354 | 357 | 552 | ||||||||
| Adjustment for unconsolidated affiliates with negative investment | (4,574 | ) | — | (4,574 | ) | — | ||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 1,186 | 11,969 | 13,155 | 19,052 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | (622 | ) | (191 | ) | (813 | ) | (809 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (1,464 | ) | (282 | ) | (1,746 | ) | (603 | ) | ||||
| Company's share of Adjusted EBITDAre | $ | 84,354 | $ | 61,727 | $ | 146,081 | $ | 99,610 | ||||
| (1) | Includes $(23) for the Successor period from November 1, 2021 through December 31, 2021, $(1) for the Predecessor period from October 1, 2021 through October 31, 2021 and $1,988 for the three month Predecessor period ended December 31, 2020 related to sales of non-depreciable real estate assets, respectively. | |||||||||||
| --- | --- | |||||||||||
| Successor | Predecessor | Non-GAAP<br><br><br>Combined | Predecessor | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period from November 1, through December 31, | Period from October 1, through October 31, | For the Three Months Ended December 31, | Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Interest Expense: | ||||||||||||
| Interest expense | $ | 195,488 | $ | 6,947 | $ | 202,435 | $ | 39,903 | ||||
| Interest expense from unconsolidated affiliates | 11,425 | 3,507 | 14,932 | 8,974 | ||||||||
| Debt discount accretion, net of noncontrolling interests' share | (173,773 | ) | — | (173,773 | ) | — | ||||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (1,464 | ) | (282 | ) | (1,746 | ) | (603 | ) | ||||
| Company's share of interest expense | $ | 31,676 | $ | 10,172 | $ | 41,848 | $ | 48,274 | ||||
| Ratio of Adjusted EBITDAre to Interest Expense | 2.7 | x | 6.1 | x | 3.5 | x | 2.1 | x | ||||
| Successor | Predecessor | Non-GAAP<br><br><br>Combined | Predecessor | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period from November 1, through December 31, | Period from October 1, through October 31, | Three Months Ended December 31, | Three Months Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Company's share of Adjusted EBITDAre | $ | 84,354 | $ | 61,727 | $ | 146,081 | $ | 99,610 | ||||
| Interest expense | (195,488 | ) | (6,947 | ) | (202,435 | ) | (39,903 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | 1,464 | 282 | 1,746 | 603 | ||||||||
| Reorganization items, net of noncontrolling interests' share | (1,403 | ) | (400,364 | ) | (401,767 | ) | — | |||||
| Reorganization items (non-cash) | — | 256,433 | 256,433 | 25,294 | ||||||||
| Income taxes | 5,847 | (907 | ) | 4,940 | 101 | |||||||
| Net amortization of deferred financing costs, premiums on available-for-sale securities, debt premiums and discounts | 174,439 | 106 | 174,545 | 1,536 | ||||||||
| Net amortization of intangible lease assets and liabilities | 3,346 | 86 | 3,432 | 145 | ||||||||
| Depreciation and interest expense from unconsolidated affiliates | (21,272 | ) | (8,167 | ) | (29,439 | ) | (23,741 | ) | ||||
| 'Adjustment for unconsolidated affiliates with negative investment | 4,574 | — | 4,574 | — | ||||||||
| Litigation settlement | 118 | 43 | 161 | 5,375 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | 622 | 191 | 813 | 809 | ||||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | (1,186 | ) | (11,969 | ) | (13,155 | ) | (19,052 | ) | ||||
| (Gain) loss on outparcel sales | 23 | 1 | 24 | (1,988 | ) | |||||||
| Gain on insurance proceeds | (433 | ) | — | (433 | ) | — | ||||||
| Equity in (earnings) losses of unconsolidated affiliates | (797 | ) | 1,248 | 451 | 2,404 | |||||||
| Distributions of earnings from unconsolidated affiliates | 2,247 | 1,876 | 4,123 | 3,963 | ||||||||
| Share-based compensation expense | 282 | 109 | 391 | 729 | ||||||||
| Change in estimate of uncollectable revenues | 1,008 | (2,670 | ) | (1,662 | ) | (6,040 | ) | |||||
| Change in deferred tax assets | (10,853 | ) | — | (10,853 | ) | (1,038 | ) | |||||
| Changes in operating assets and liabilities | 10,157 | 13,811 | 23,968 | 25,366 | ||||||||
| Cash flows provided by (used in) operating activities | $ | 57,049 | $ | (95,111 | ) | $ | (38,062 | ) | $ | 74,173 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| Successor | Predecessor | Non-GAAP<br><br><br>Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended December 31, | Year Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Net loss | $ | (152,731 | ) | $ | (486,413 | ) | $ | (639,144 | ) | $ | (335,529 | ) |
| Depreciation and amortization | 49,504 | 158,574 | 208,078 | 215,030 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 9,847 | 45,126 | 54,973 | 56,734 | ||||||||
| Interest expense | 195,488 | 72,415 | 267,903 | 200,663 | ||||||||
| Interest expense from unconsolidated affiliates | 11,425 | 34,514 | 45,939 | 32,975 | ||||||||
| Income taxes | (5,847 | ) | 2,138 | (3,709 | ) | 17,163 | ||||||
| Loss on impairment | — | 146,781 | 146,781 | 213,358 | ||||||||
| (Gain) loss on depreciable property | (20 | ) | (8,532 | ) | (8,552 | ) | 25 | |||||
| Gain on deconsolidation | (19,126 | ) | (55,131 | ) | (74,257 | ) | — | |||||
| EBITDAre ^(1)^ | 88,540 | (90,528 | ) | (1,988 | ) | 400,419 | ||||||
| Gain on extinguishment of debt | — | — | — | (32,521 | ) | |||||||
| Reorganization items, net of noncontrolling interests' share | 1,403 | 452,378 | 453,781 | — | ||||||||
| Litigation settlement | (118 | ) | (932 | ) | (1,050 | ) | (7,855 | ) | ||||
| Abandoned projects expense | 3 | 745 | 748 | 952 | ||||||||
| Adjustment for unconsolidated affiliates with negative investment | (4,574 | ) | — | (4,574 | ) | — | ||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 1,186 | 13,313 | 14,499 | 20,683 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | (622 | ) | (1,901 | ) | (2,523 | ) | (3,638 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (1,464 | ) | (2,790 | ) | (4,254 | ) | (2,329 | ) | ||||
| Company's share of Adjusted EBITDAre | $ | 84,354 | $ | 370,285 | $ | 454,639 | $ | 375,711 | ||||
| (1) | Includes $(23) for the Successor period from November 1, 2021 through December 31, 2021, $3,655 for the Predecessor period from January 1, 2021 through October 31, 2021 and $4,721 for the Predecessor year ended December 31, 2020 related to sales of non-depreciable real estate assets, respectively. | |||||||||||
| --- | --- | |||||||||||
| Successor | Predecessor | Non-GAAP<br><br><br>Combined | Predecessor | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended December 31, | Year Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Interest Expense: | ||||||||||||
| Interest expense | $ | 195,488 | $ | 72,415 | $ | 267,903 | $ | 200,663 | ||||
| Interest expense from unconsolidated affiliates | 11,425 | 34,514 | 45,939 | 32,975 | ||||||||
| Debt discount accretion, net of noncontrolling interests' share | (173,773 | ) | — | (173,773 | ) | — | ||||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (1,464 | ) | (2,790 | ) | (4,254 | ) | (2,329 | ) | ||||
| Company's share of interest expense | $ | 31,676 | $ | 104,139 | $ | 135,815 | $ | 231,309 | ||||
| Ratio of Adjusted EBITDAre to Interest Expense | 2.7 | x | 3.6 | x | 3.3 | x | 1.6 | x | ||||
| Successor | Predecessor | Non-GAAP<br><br><br>Combined | Predecessor | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended December 31, | Year Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Company's share of Adjusted EBITDAre | $ | 84,354 | $ | 370,285 | $ | 454,639 | $ | 375,711 | ||||
| Interest expense | (195,488 | ) | (72,415 | ) | (267,903 | ) | (200,663 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | 1,464 | 2,790 | 4,254 | 2,329 | ||||||||
| Reorganization items, net of noncontrolling interests' share | (1,403 | ) | (452,378 | ) | (453,781 | ) | — | |||||
| Reorganization items (non-cash) | — | 256,433 | 256,433 | 25,294 | ||||||||
| Income taxes | 5,847 | (2,138 | ) | 3,709 | (17,163 | ) | ||||||
| Net amortization of deferred financing costs, premiums on available-for-sale securities, debt premiums and discounts | 174,439 | 1,877 | 176,316 | 8,764 | ||||||||
| Net amortization of intangible lease assets and liabilities | 3,346 | 659 | 4,005 | (574 | ) | |||||||
| Depreciation and interest expense from unconsolidated affiliates | (21,272 | ) | (79,640 | ) | (100,912 | ) | (89,709 | ) | ||||
| 'Adjustment for unconsolidated affiliates with negative investment | 4,574 | — | 4,574 | — | ||||||||
| Litigation settlement | 118 | 932 | 1,050 | 7,855 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | 622 | 1,901 | 2,523 | 3,638 | ||||||||
| Net loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | (1,186 | ) | (13,313 | ) | (14,499 | ) | (20,683 | ) | ||||
| (Gain) loss on outparcel sales | 23 | (3,655 | ) | (3,632 | ) | (4,721 | ) | |||||
| Gain on insurance proceeds | (433 | ) | — | (433 | ) | (1,644 | ) | |||||
| Equity in (earnings) losses of unconsolidated affiliates | (797 | ) | 10,823 | 10,026 | 14,854 | |||||||
| Distributions of earnings from unconsolidated affiliates | 2,247 | 16,358 | 18,605 | 10,093 | ||||||||
| Share-based compensation expense | 282 | 1,186 | 1,468 | 5,819 | ||||||||
| Change in estimate of uncollectable revenues | 1,008 | 5,692 | 6,700 | 49,329 | ||||||||
| Change in deferred tax assets | (10,853 | ) | — | (10,853 | ) | 14,558 | ||||||
| Changes in operating assets and liabilities | 10,157 | 61,662 | 71,819 | (49,722 | ) | |||||||
| Cash flows provided by operating activities | $ | 57,049 | $ | 107,059 | $ | 164,108 | $ | 133,365 |
Components of Consolidated Rental Revenues
The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.
| Successor | Predecessor | Non-GAAP Combined | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from October 1, through October 31, | Three Months Ended December 31, | Three Months Ended December 31, | ||||||||
| 2021 | 2021 | 2021 | 2020 | ||||||||
| Minimum rents | $ | 73,589 | $ | 34,799 | $ | 108,388 | $ | 107,888 | |||
| Percentage rents | 9,526 | 2,277 | 11,803 | 1,967 | |||||||
| Other rents | 2,199 | 645 | 2,844 | 459 | |||||||
| Tenant reimbursements | 19,067 | 9,533 | 28,600 | 32,051 | |||||||
| Estimate of uncollectable amounts | (1,129 | ) | (1,362 | ) | (2,491 | ) | 6,223 | ||||
| Total rental revenues | $ | 103,252 | $ | 45,892 | $ | 149,144 | $ | 148,588 |
Components of Consolidated Rental Revenues - continued
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period from November 1, through December 31, | Period from January 1, through October 31, | Year Ended December 31, | Year Ended December 31, | |||||||||
| 2021 | 2021 | 2021 | 2020 | |||||||||
| Minimum rents | $ | 73,589 | $ | 337,751 | $ | 411,340 | $ | 446,980 | ||||
| Percentage rents | 9,526 | 12,376 | 21,902 | 5,065 | ||||||||
| Other rents | 2,199 | 4,675 | 6,874 | 1,741 | ||||||||
| Tenant reimbursements | 19,067 | 102,197 | 121,264 | 148,518 | ||||||||
| Estimate of uncollectable amounts | (1,129 | ) | (6,077 | ) | (7,206 | ) | (48,240 | ) | ||||
| Total rental revenues | $ | 103,252 | $ | 450,922 | $ | 554,174 | $ | 554,064 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands)
| Property | Location | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance | Balance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | Variable | ||||||||||||||||||
| Operating Properties: | |||||||||||||||||||
| Greenbrier Mall ^(1)^ | Chesapeake, VA | Dec-19 | 5.41 | % | $ | 61,647 | $ | 61,647 | $ | — | |||||||||
| Parkdale Mall & Crossing ^(2)(3)^ | Beaumont, TX | Mar-21 | 5.85 | % | 69,460 | 69,460 | — | ||||||||||||
| Hamilton Crossing & Expansion ^(^^3^^)^ | Chattanooga, TN | Apr-21 | 5.99 | % | 7,868 | 7,868 | — | ||||||||||||
| Fayette Mall ^(4)^ | Lexington, KY | May-21 | 5.42 | % | 135,134 | 135,134 | — | ||||||||||||
| Alamance Crossing ^(2)(3)^ | Burlington, NC | Jul-21 | 5.83 | % | 42,522 | 42,522 | — | ||||||||||||
| Cross Creek Mall ^(5)^ | Fayetteville, NC | Jan-22 | 4.54 | % | 102,264 | 102,264 | — | ||||||||||||
| Northwoods Mall ^(2)(3)^ | North Charleston, SC | Apr-22 | 5.08 | % | 60,709 | 60,709 | — | ||||||||||||
| Arbor Place ^(2)(3)^ | Atlanta (Douglasville), GA | May-22 | 5.10 | % | 101,771 | 101,771 | — | ||||||||||||
| CBL Center | Chattanooga, TN | Jun-22 | 5.00 | % | 15,320 | 15,320 | — | ||||||||||||
| Southpark Mall ^(2)(3)^ | Colonial Heights, VA | Jun-22 | 4.85 | % | 55,567 | 55,567 | — | ||||||||||||
| WestGate Mall | Spartanburg, SC | Jul-22 | 4.99 | % | 30,322 | 30,322 | — | ||||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | Jun-23 | Jun-24 | 3.35 | % | 39,450 | — | 39,450 | |||||||||||
| Brookfield Square Anchor Redevelopment | Brookfield, WI | Dec-23 | Dec-24 | 3.00 | % | 27,461 | ^^ | — | 27,461 | ||||||||||
| Volusia Mall | Daytona Beach, FL | May-24 | 4.56 | % | 43,641 | 43,641 | — | ||||||||||||
| The Outlet Shoppes at Gettysburg ^(2)(3)^ | Gettysburg, PA | Oct-25 | 4.80 | % | 35,804 | 35,804 | — | ||||||||||||
| Jefferson Mall ^(2)(3)^ | Louisville, KY | Jun-26 | 4.75 | % | 58,654 | 58,654 | — | ||||||||||||
| Hamilton Place | Chattanooga, TN | Jun-26 | 4.36 | % | 96,244 | 96,244 | — | ||||||||||||
| Total Loans On Operating<br><br><br>Properties | 983,838 | 916,927 | 66,911 | ||||||||||||||||
| Weighted-average interest rate | 4.92 | % | 5.04 | % | 3.21 | % | |||||||||||||
| Corporate Debt: | |||||||||||||||||||
| Secured term loan ^(6)^ | Nov-25 | Nov-26/Nov-27 | 3.75 | % | 880,091 | — | 880,091 | ||||||||||||
| 7.0% Exchangeable senior secured notes ^(7)^ | Nov-28 | 7.00 | % | 150,000 | 150,000 | — | |||||||||||||
| 10% Senior secured notes ^(8)^ | Nov-29 | 10.00 | % | 395,000 | 395,000 | — | |||||||||||||
| SUBTOTAL | 1,425,091 | 545,000 | 880,091 | ||||||||||||||||
| Total Consolidated Debt | $ | 2,408,929 | ^(9)^ | $ | 1,461,927 | $ | 947,002 | ||||||||||||
| Weighted-average interest rate | 5.45 | % | 6.58 | % | 3.71 | % | |||||||||||||
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | |||||||||||||||||||
| York Town Center ^(10)^ | York, PA | Feb-22 | 4.90 | % | $ | 14,350 | ^^ | $ | 14,350 | $ | — | ||||||||
| York Town Center - Pier 1 ^(10)^ | York, PA | Feb-22 | 2.85 | % | 553 | — | 553 | ||||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Oct-22 | Apr-23 | 4.00 | % | 8,097 | — | 8,097 | |||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | Oct-22 | 2.84 | % | 16,942 | — | 16,942 | ||||||||||||
| West County Center | Des Peres, MO | Dec-22 | 3.40 | % | 83,168 | 83,168 | — | ||||||||||||
| Friendly Center | Greensboro, NC | Apr-23 | 3.48 | % | 44,073 | 44,073 | — | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 30,000 | 30,000 | — | ||||||||||||
| Ambassador Town Center ^(11)^ | Lafayette, LA | Jun-23 | 3.22 | % | 26,852 | 26,852 | — | ||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 34,188 | ^^ | 34,188 | — | |||||||||||
| Property | Location | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed | Variable | ||||||||||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 3.00 | % | 4,471 | ^^ | — | 4,471 | |||||||||||
| Coastal Grand ^(^^12^^)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 51,377 | 51,377 | — | ||||||||||||
| Coastal Grand Outparcel ^(^^12^^)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 2,479 | 2,479 | — | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 3,474 | 3,474 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 2.55 | % | 8,400 | — | 8,400 | ||||||||||||
| The Outlet Shoppes of the Bluegrass ^(^^12^^)^ | Simpsonville, KY | Dec-24 | 4.05 | % | 33,384 | 33,384 | — | ||||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 2.60 | % | 19,508 | ^^ | — | 19,508 | ||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 2.60 | % | 6,946 | ^^ | — | 6,946 | ||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 2.60 | % | 25,774 | ^^ | — | 25,774 | ||||||||||
| Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Mar-25 | 3.00 | % | 8,250 | ^^ | 8,250 | — | |||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 131,486 | 131,486 | — | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 40,554 | 40,554 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 73,006 | 73,006 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 35,681 | 35,681 | — | ||||||||||||
| SUBTOTAL | 703,013 | ^(9)^ | 612,322 | 90,691 | |||||||||||||||
| Plus Other Debt: | ^^ | ||||||||||||||||||
| EastGate Mall ^(1^^3^^)^ | Cincinnati, OH | Apr-21 | 5.83 | % | 29,951 | 29,951 | — | ||||||||||||
| Asheville Mall ^(1^^4^^)^ | Asheville, NC | Sep-21 | 5.80 | % | 62,121 | 62,121 | — | ||||||||||||
| SUBTOTAL | 92,072 | ^^ | 92,072 | — | |||||||||||||||
| Less Noncontrolling Interests'<br><br><br>Share Of Consolidated Debt: | |||||||||||||||||||
| Hamilton Crossing & Expansion ^(3)^ | Chattanooga, TN | 8 | % | Apr-21 | 5.99 | % | (629 | ) | (629 | ) | — | ||||||||
| CBL Center | Chattanooga, TN | 8 | % | Jun-22 | 5.00 | % | (1,226 | ) | (1,226 | ) | — | ||||||||
| The Outlet Shoppes at Gettysburg ^(2)(3)^ | Gettysburg, PA | 50 | % | Oct-25 | 4.80 | % | (17,902 | ) | (17,902 | ) | — | ||||||||
| Hamilton Place | Chattanooga, TN | 10 | % | Jun-26 | 4.36 | % | (9,624 | ) | (9,624 | ) | — | ||||||||
| (29,381 | ) | ^(9)^ | (29,381 | ) | — | ||||||||||||||
| Company's Share Of Consolidated, Unconsolidated and Other Debt | $ | 3,174,633 | ^(9)^ | $ | 2,136,940 | $ | 1,037,693 | ||||||||||||
| Weighted-average interest rate | 5.12 | % | 5.84 | % | 3.63 | % | |||||||||||||
| Total Debt of Unconsolidated Affiliates: | |||||||||||||||||||
| York Town Center ^(10)^ | York, PA | Feb-22 | 4.90 | % | $ | 28,701 | $ | 28,701 | $ | — | |||||||||
| York Town Center - Pier 1 ^(10)^ | York, PA | Feb-22 | 2.85 | % | 1,106 | — | 1,106 | ||||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Oct-22 | Apr-23 | 4.00 | % | 8,097 | ^^ | — | 8,097 | ||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | Oct-22 | 2.84 | % | 33,884 | — | 33,884 | ||||||||||||
| West County Center | Des Peres, MO | Dec-22 | 3.40 | % | 166,335 | 166,335 | — | ||||||||||||
| Friendly Center | Greensboro, NC | Apr-23 | 3.48 | % | 88,147 | 88,147 | — | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 60,000 | 60,000 | — | ||||||||||||
| Ambassador Town Center ^(11)^ | Lafayette, LA | Jun-23 | 3.22 | % | 41,310 | 41,310 | — | ||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 68,375 | ^^ | 68,375 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 3.00 | % | 4,471 | ^^ | — | 4,471 | |||||||||||
| Coastal Grand ^(^^12^^)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 102,754 | 102,754 | — | ||||||||||||
| Coastal Grand Outparcel ^(^^12^^)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 4,958 | 4,958 | — | ||||||||||||
| Property | Location | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Fixed | Variable | ||||||||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 6,949 | 6,949 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 2.55 | % | 16,800 | — | 16,800 | ||||||||||||
| The Outlet Shoppes of the Bluegrass ^(^^12^^)^ | Simpsonville, KY | Dec-24 | 4.05 | % | 66,765 | 66,765 | — | ||||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 2.60 | % | 39,017 | — | 39,017 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 2.60 | % | 13,893 | — | 13,893 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 2.60 | % | 51,548 | — | 51,548 | |||||||||||
| Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Mar-25 | 3.00 | % | 8,250 | 8,250 | — | ||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 262,971 | 262,971 | — | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 62,391 | 62,391 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 146,013 | 146,013 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 71,362 | 71,362 | — | ||||||||||||
| $ | 1,354,097 | $ | 1,185,281 | $ | 168,816 | ||||||||||||||
| Weighted-average interest rate | 3.88 | % | 4.05 | % | 2.73 | % | |||||||||||||
| (1) | The loan is in default. As of March 10, 2022, the property was placed into receivership. The Company anticipates returning the property to the lender. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | On November 1, 2021, the Company emerged from bankruptcy. The loan remains in default due to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020, which constituted an event of default with respect to the loan. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | The Company is in discussions with the lender regarding an extension. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | Subsequent to December 31, 2021, the loan was modified to reduce the fixed interest rate to 4.25% and extend the maturity date through May 2023, with three one-year extension options, subject to certain requirements. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (5) | Subsequent to December 31, 2021, the loan secured by Cross Creek Mall was extended to May 2022. The Company remains in discussions with the lender regarding an extension. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (6) | On November 1, 2021, CBL & Associates HoldCo I, LLC, a wholly owned subsidiary of the Operating Partnership, entered into an amended and restated credit agreement providing for an $883,700 senior secured term loan that matures November 1, 2025. Upon satisfaction of certain conditions, the maturity date will automatically extend to November 1, 2026 and upon further satisfaction of certain conditions the maturity date will automatically extend to November 1, 2027. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (7) | On November 1, 2021, CBL & Associates HoldCo II, LLC, a wholly owned subsidiary of the Operating Partnership, entered into a secured exchangeable notes indenture relating to the issuance of 7.0% exchangeable senior secured notes due 2028 in an aggregate principal amount of $150,000. The exchangeable notes mature on November 15, 2028 and bear interest at a rate of 7% per annum payable semi-annually on November 15 and May 15, beginning May 15, 2022. On December 1, 2021, HoldCo II (the “Issuer”) exercised the Issuer’s optional exchange right (the “Issuer-Elected Exchange”) with respect to all the $150,000 aggregate principal amount of the Issuer’s Exchangeable Notes. Per the terms of the indenture governing the exchangeable notes, the Issuer elected to settle the Issuer-Elected Exchange in shares of common stock, par value $0.001, of the Company (“Common Stock”), plus cash in lieu of fractional shares. As a result, on February 1, 2022, the Company issued 10,982,795 shares of Common Stock to holders of the Exchangeable Notes in satisfaction of principal, accrued interest and the makewhole payment, and all the Exchangeable Notes were cancelled in accordance with the terms of the indenture. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (8) | On November 1, 2021, CBL & Associates HoldCo II, LLC, a wholly owned subsidiary of the Operating Partnership, entered into a secured notes indenture relating to the issuance of 10% senior secured notes due 2029. As of December 31, 2021, the aggregate principal amount outstanding was $395,000. The Secured Notes mature November 15, 2029 and bear interest at a rate of 10% per annum payable semi-annually on November 15 and May 15, beginning May 15, 2022. The Secured Notes had a fair value of $395,395 as of December 31, 2021. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (9) | See page 16 for debt discounts and unamortized deferred financing costs. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (10) | Subsequent to December 31, 2021, we entered into a $30.0 million mortgage note payable, secured by York Town Center, that provides for a three year term and a fixed interest rate of 4.75%. The new loan amount is $30,000 and provides for interest only debt service for the first eighteen months. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (11) | The joint venture has an interest rate swap on a notional amount of $41,310, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (12) | The Company is in discussions with the lender regarding a forbearance of the default triggered by the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020, which constituted an event of default with respect to the loan. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (13) | During the successor period November 1, 2021 through December 31, 2021, the Company deconsolidated the property due to a loss of control when the property was placed into receivership in connection with the foreclosure process. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (14) | During the predecessor period January 1, 2021 through October 31, 2021, the Company deconsolidated the property due to a loss of control when the property was placed into receivership in connection with the foreclosure process. | ||||||||||||||||||
| --- | --- |
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands)
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
| Year | Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Other Debt ^(1)^ | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated, Unconsolidated and Other<br><br><br>Debt | % of Total | Weighted<br><br><br>Average<br><br><br>Interest<br><br><br>Rate | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 ^(2)^ | $ | 61,647 | $ | — | $ | — | $ | — | $ | 61,647 | 1.94 | % | 5.41 | % | |||
| 2021 | 254,984 | — | 92,072 | (629 | ) | 346,427 | 10.91 | % | 5.67 | % | |||||||
| 2022 | 365,953 | 115,013 | — | (1,226 | ) | 479,740 | 15.11 | % | 4.56 | % | |||||||
| 2023 | — | 147,681 | — | — | 147,681 | 4.65 | % | 3.75 | % | ||||||||
| 2024 | 110,552 | 99,114 | — | — | 209,666 | 6.60 | % | 3.85 | % | ||||||||
| 2025 | 35,804 | 139,736 | — | (17,902 | ) | 157,638 | 4.98 | % | 4.01 | % | |||||||
| 2026 | 154,898 | 92,782 | — | (9,624 | ) | 238,056 | 7.50 | % | 3.96 | % | |||||||
| 2027 | 880,091 | — | — | — | 880,091 | 27.72 | % | 3.75 | % | ||||||||
| 2028 | 150,000 | 108,687 | — | — | 258,687 | 8.15 | % | 6.13 | % | ||||||||
| 2029 | 395,000 | — | — | — | 395,000 | 12.44 | % | 10.00 | % | ||||||||
| Face Amount of Debt | $ | 2,408,929 | $ | 703,013 | $ | 92,072 | $ | (29,381 | ) | $ | 3,174,633 | 100.00 | % | 5.12 | % | ||
| Based on Original Maturity Dates: | |||||||||||||||||
| Year | Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Other Debt ^(1)^ | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated, Unconsolidated and Other<br><br><br>Debt | % of Total | Weighted<br><br><br>Average<br><br><br>Interest<br><br><br>Rate | ||||||||||
| 2019 ^(2)^ | $ | 61,647 | $ | — | $ | — | $ | — | $ | 61,647 | 1.94 | % | 5.41 | % | |||
| 2021 | 254,984 | — | 92,072 | (629 | ) | 346,427 | 10.91 | % | 5.67 | % | |||||||
| 2022 | 365,953 | 123,110 | — | (1,226 | ) | 487,837 | 15.38 | % | 4.55 | % | |||||||
| 2023 | 66,911 | 139,584 | — | — | 206,495 | 6.50 | % | 3.56 | % | ||||||||
| 2024 | 43,641 | 99,114 | — | — | 142,755 | 4.50 | % | 4.15 | % | ||||||||
| 2025 | 915,895 | 191,964 | — | (17,902 | ) | 1,089,957 | 34.33 | % | 3.73 | % | |||||||
| 2026 | 154,898 | 40,554 | — | (9,624 | ) | 185,828 | 5.85 | % | 4.34 | % | |||||||
| 2028 | 150,000 | 108,687 | — | — | 258,687 | 8.15 | % | 6.13 | % | ||||||||
| 2029 | 395,000 | — | — | — | 395,000 | 12.44 | % | 10.00 | % | ||||||||
| Face Amount of Debt | $ | 2,408,929 | $ | 703,013 | $ | 92,072 | $ | (29,381 | ) | $ | 3,174,633 | 100.00 | % | 5.12 | % | ||
| (1) | During the successor period November 1, 2021 through December 31, 2021, the Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. During the predecessor period January 1, 2021 through October 31, 2021, the Company deconsolidated Asheville Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (2) | Represents a non-recourse loan that is in default. | ||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Operating Metrics by Collateral Pool
Basis of Presentation
The tables below provide certain property level financial information by Property Type and by grouped into categories based on the debt supported. The Property Types include Malls, Lifestyle Centers, Outlet Centers, Open-Air Centers, Outparcels and Other, each as defined below:
Malls: The Malls are enclosed regional or super-regional shopping centers, generally anchored by two or more anchors or junior anchors and a wide variety of in-line stores.
Lifestyle Centers: The Lifestyle Centers are large regional or super-regional open-air centers, generally anchored by two or more anchors or junior anchors and a wide variety of stores that are often similar to the tenancy of Mall stores. CBL previously included Lifestyle Centers in the Mall category.
Outlet Centers: The Outlet Centers are open-air centers that are anchored by one or more large discount or off-price store as well as a selection of brand name discount or off-price stores. CBL previously included Outlet Centers in the Mall category.
Open-Air Centers: The Open-Air Centers are designed to attract local and regional customers. They are typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or may also feature traditional department stores. Open-Air Centers also feature a selection of shops that may include traditional retail stores, services, convenience offerings or other. Open-Air Centers may be located adjacent to CBL’s existing Malls or Lifestyle Centers. CBL previously reported its Open-Air Centers as Associated Centers and Community Centers.
Outparcels: The outparcels are subdivided improved parcels of land located at or adjacent to our Malls, Lifestyle Centers, Outlet Centers or Open-Air Centers that serve as collateral for the Secured Notes. The outparcels are generally single-tenant or multi-tenant buildings that are either structured on a ground lease or building lease. Outparcels were formerly reported as part of the Mall, Lifestyle Center, Outlet Center or Open-Air Center it is located at.
Other: Other includes other non-retail property types such as office, hotels, self-storage or vacant land.
The information provided in the tables below, including historic operational and financial information, is for Properties owned as of December 31, 2021, as listed on the Property List table. Information is provided on a “same-center” basis and any properties or interests in properties acquired or disposed of prior to December 31, 2021, were assumed to have been acquired or disposed for all periods presented.
Modified Revenue, Net Operating Income (NOI) and other financial information included in the presentation, is reflected based on CBL’s share of ownership.
Modified Revenue and NOI are supplemental non-GAAP measures of the operating performance of our shopping centers and other properties. We define Modified Revenue as property operating revenues (rental revenues and other income). We define NOI as Modified Revenue less property operating expenses (property operating, real estate taxes and maintenance and repairs). Modified Revenue and NOI exclude straight-line rents, above/below market lease rates, landlord inducement write-offs, lease buyouts and management fees.
Due to the exclusions noted above, Modified Revenue and NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss).
Interest is calculated on a GAAP basis including amortization of deferred financing costs and accretion of debt discounts.
Modified Revenue Reconciliation
(Dollars in thousands)
| Year Ended<br><br><br>December 31, ^(1)^ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | |||||||
| Revenue | $ | 576,875 | $ | 575,861 | $ | 768,696 | |||
| Adjustments: | |||||||||
| Our share of revenue from unconsolidated affiliates | 127,198 | 112,348 | 113,500 | ||||||
| Noncontrolling interests' share of revenue | (8,273 | ) | (7,822 | ) | (23,450 | ) | |||
| Lease termination fees | 8,440 | 6,076 | 3,794 | ||||||
| Straight-line rent and above- and below-market lease amortization | (3,756 | ) | 115 | 6,781 | |||||
| Management fees and non-property level revenues | (19,638 | ) | (21,125 | ) | (31,385 | ) | |||
| Operating Partnership's share of modified revenue | 680,846 | 665,453 | 837,936 | ||||||
| Non-comparable modified revenue | (44,073 | ) | (67,691 | ) | (106,992 | ) | |||
| Total same-center modified revenue ^(1)^ | $ | 636,773 | $ | 597,762 | $ | 730,944 | |||
| (1) | As previously discussed, the combined results for the year ended December 31, 2021, which we refer to herein as the results for the "year ended December 31, 2021" represent the sum of the reported amounts for the Predecessor period from January 1, 2021 through October 31, 2021 and the Successor period from November 1, 2021 through December 31, 2021. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. All periods prior to 2021 relate to the Predecessor. | ||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Property | Location | Sales Per Square<br><br><br>Foot for the Year Ended ^(1)(2)(3)^ | In-Line Occupancy ^(2)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/21 | 12/31/19 | 12/31/21 ^(4)^ | 12/31/20 ^(4)^ | 12/31/19 ^(4)^ | ||||||||||
| TERM LOAN ASSETS (HOLDCO I) | ||||||||||||||
| Malls: | ||||||||||||||
| CherryVale Mall | Rockford, IL | |||||||||||||
| East Towne Mall | Madison, WI | |||||||||||||
| Frontier Mall | Cheyenne, WY | |||||||||||||
| Hanes Mall | Winston-Salem, NC | |||||||||||||
| Imperial Valley | El Centro, CA | |||||||||||||
| Kirkwood Mall | Bismarck, ND | |||||||||||||
| Layton Hills Mall | Layton, UT | |||||||||||||
| Mall del Norte | Laredo, TX | |||||||||||||
| Northgate Mall | Chattanooga, TN | |||||||||||||
| Post Oak Mall | College Station, TX | |||||||||||||
| Richland Mall | Waco, TX | |||||||||||||
| Sunrise Mall | Brownsville, TX | |||||||||||||
| Turtle Creek Mall | Hattiesburg, MS | |||||||||||||
| Valley View Mall | Roanoke, VA | |||||||||||||
| West Towne Mall | Madison, WI | |||||||||||||
| Westmoreland Mall | Greensburg, PA | |||||||||||||
| Total Malls | $ | 408 | $ | 359 | 89.0 | % | 87.0 | % | 91.8 | % | ||||
| Lifestyle Centers: | ||||||||||||||
| Mayfaire Town Center | Wilmington, NC | |||||||||||||
| Pearland Town Center | Pearland, TX | |||||||||||||
| Southaven Towne Center | Southaven, MS | |||||||||||||
| Total Lifestyle Centers | $ | 430 | $ | 351 | 90.0 | % | 87.6 | % | 86.7 | % | ||||
| Open-Air Centers: | ||||||||||||||
| Layton Hills Convenience Center | Layton, UT | |||||||||||||
| Layton Hills Plaza | Layton, UT | |||||||||||||
| Westmoreland Crossing | Greensburg, PA | |||||||||||||
| Total Open-Air Centers | N/A | N/A | 95.9 | % | 93.3 | % | 94.2 | % | ||||||
| Other: | N/A | N/A | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Total Term Loan Assets (HoldCo I) | $ | 412 | $ | 358 | 89.8 | % | 87.7 | % | 91.3 | % | ||||
| SECURED NOTES ASSETS (HOLDCO II) | ||||||||||||||
| Malls: | ||||||||||||||
| Brookfield Square | Brookfield, WI | |||||||||||||
| Dakota Square Mall | Minot, ND | |||||||||||||
| Eastland Mall | Bloomington, IL | |||||||||||||
| Harford Mall | Bel Air, MD | |||||||||||||
| Laurel Park Place | Livonia, MI | |||||||||||||
| Meridian Mall | Lansing, MI | |||||||||||||
| Mid Rivers Mall | St. Peters, MO | |||||||||||||
| Monroeville Mall | Pittsburgh, PA | |||||||||||||
| Northpark Mall | Joplin, MO | |||||||||||||
| Old Hickory Mall | Jackson, TN | |||||||||||||
| Parkway Place | Huntsville, AL | |||||||||||||
| South County Center | St. Louis, MO | |||||||||||||
| St. Clair Square | Fairview Heights, IL | |||||||||||||
| Stroud Mall | Stroudsburg, PA | |||||||||||||
| York Galleria | York, PA | |||||||||||||
| Total Malls | $ | 380 | $ | 320 | 80.3 | % | 81.0 | % | 87.0 | % | ||||
| Lifestyle Centers: | ||||||||||||||
| Alamance Crossing West ^(5)^ | N/A | N/A | 73.7 | % | 73.7 | % | 85.5 | % | ||||||
| Open-Air Centers: | ||||||||||||||
| Annex at Monroeville | Pittsburgh, PA | |||||||||||||
| CoolSprings Crossing | Nashville, TN | |||||||||||||
| Property | Location | Sales Per Square<br><br><br>Foot for the Year Ended ^(1)(2)(3)^ | In-Line Occupancy ^(2)^ | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 12/31/21 | 12/31/19 | 12/31/21 ^(4)^ | 12/31/20 ^(4)^ | 12/31/19 ^(4)^ | ||||||||||
| Courtyard at Hickory Hollow | Nashville, TN | |||||||||||||
| Frontier Square | Cheyenne, WY | |||||||||||||
| Gunbarrel Pointe | Chattanooga, TN | |||||||||||||
| Hamilton Corner | Chattanooga, TN | |||||||||||||
| Harford Annex | Bel Air, MD | |||||||||||||
| The Landing at Arbor Place | Atlanta (Douglasville), GA | |||||||||||||
| The Plaza at Fayette | Lexington, KY | |||||||||||||
| The Shoppes at Hamilton Place | Chattanooga, TN | |||||||||||||
| The Shoppes at St. Clair Square | Fairview Heights, IL | |||||||||||||
| Sunrise Commons | Brownsville, TX | |||||||||||||
| The Terrace | Chattanooga, TN | |||||||||||||
| West Towne Crossing | Madison, WI | |||||||||||||
| WestGate Crossing | Spartanburg, SC | |||||||||||||
| Total Open-Air Centers | N/A | N/A | 95.0 | % | 93.1 | % | 95.9 | % | ||||||
| Outparcels and Other ^(6)^: | N/A | N/A | 96.9 | % | 99.5 | % | 99.5 | % | ||||||
| Total Secured Notes Assets (HoldCo II) | $ | 380 | $ | 320 | 85.6 | % | 85.5 | % | 90.3 | % | ||||
| JOINT VENTURE ASSETS | ||||||||||||||
| Malls: | ||||||||||||||
| Coastal Grand | Myrtle Beach, SC | |||||||||||||
| CoolSprings Galleria | Nashville, TN | |||||||||||||
| Governor's Square | Clarksville, TN | |||||||||||||
| Kentucky Oaks Mall | Paducah, KY | |||||||||||||
| Oak Park Mall | Overland Park, KS | |||||||||||||
| West County Center | Des Peres, MO | |||||||||||||
| Total Malls | $ | 536 | $ | 470 | 89.8 | % | 87.3 | % | 89.7 | % | ||||
| Outlet Centers: | ||||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | |||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | |||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | |||||||||||||
| Total Outlet Centers | $ | 526 | $ | 443 | 93.6 | % | 91.3 | % | 95.5 | % | ||||
| Lifestyle Centers: | ||||||||||||||
| Friendly Center and The Shops at Friendly | Greensboro, NC | $ | 544 | $ | 514 | 89.6 | % | 88.1 | % | 95.3 | % | |||
| Open-Air Centers: | ||||||||||||||
| Ambassador Town Center | Lafayette, LA | |||||||||||||
| Coastal Grand Crossing | Myrtle Beach, SC | |||||||||||||
| Fremaux Town Center | Slidell, LA | |||||||||||||
| Governor's Square Plaza | Clarksville, TN | |||||||||||||
| Hammock Landing | West Melbourne, FL | |||||||||||||
| The Pavilion at Port Orange | Port Orange, FL | |||||||||||||
| The Promenade | D'Iberville, MS | |||||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | |||||||||||||
| York Town Center | York, PA | |||||||||||||
| Total Open-Air Centers | N/A | N/A | 94.3 | % | 93.2 | % | 95.9 | % | ||||||
| Total Joint Venture Assets | $ | 534 | $ | 468 | 92.2 | % | 90.4 | % | 93.7 | % | ||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||
| Malls: | ||||||||||||||
| Arbor Place | Atlanta (Douglasville), GA | |||||||||||||
| Cross Creek Mall | Fayetteville, NC | |||||||||||||
| Fayette Mall | Lexington, KY | |||||||||||||
| Hamilton Place | Chattanooga, TN | |||||||||||||
| Jefferson Mall | Louisville, KY | |||||||||||||
| Northwoods Mall | North Charleston, SC | |||||||||||||
| Southpark Mall | Colonial Heights, VA | |||||||||||||
| Volusia Mall | Daytona Beach, FL | |||||||||||||
| Property | Location | Sales Per Square<br><br><br>Foot for the Year Ended ^(1)(2)(3)^ | In-Line Occupancy ^(2)^ | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 12/31/21 | 12/31/19 | 12/31/21 ^(4)^ | 12/31/20 ^(4)^ | 12/31/19 ^(4)^ | ||||||||||
| WestGate Mall | Spartanburg, SC | |||||||||||||
| Total Malls | $ | 488 | $ | 433 | 91.7 | % | 87.6 | % | 92.5 | % | ||||
| Lifestyle Centers: | ||||||||||||||
| Alamance Crossing East ^(5)^ | Burlington, NC | $ | 323 | $ | 269 | 66.4 | % | 66.2 | % | 77.2 | % | |||
| Open-Air Centers: | ||||||||||||||
| Hamilton Crossing | Chattanooga, TN | N/A | N/A | 97.5 | % | 100.0 | % | 100.0 | % | |||||
| Other: | N/A | N/A | 85.2 | % | 99.0 | % | 99.0 | % | ||||||
| Total Consolidated Encumbered Assets | $ | 479 | $ | 423 | 89.7 | % | 87.2 | % | 92.1 | % | ||||
| Total Same-Center Portfolio | $ | 454 | $ | 393 | 89.3 | % | 87.8 | % | 91.9 | % | ||||
| EXCLUDED PROPERTIES | ||||||||||||||
| Asheville Mall | Asheville, NC | |||||||||||||
| EastGate Mall | Cincinnati, OH | |||||||||||||
| Greenbrier Mall | Chesapeake, VA | |||||||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | |||||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | |||||||||||||
| Parkdale Crossing | Beaumont, TX | |||||||||||||
| Parkdale Mall | Beaumont, TX | |||||||||||||
| Total Excluded Properties | N/A | N/A | N/A | N/A | N/A | |||||||||
| (1) | Represents same-center sales per square foot for tenants 10,000 square feet or less for malls, outlet centers and lifestyle centers. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Sales are reported on a whole property basis. Sales for unencumbered portions or outparcels of a property with reporting tenants under 10,000 square feet are reflected with the sales of the main property. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | 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, we are only presenting the years ended December 31, 2021 and 2019. | |||||||||||||
| --- | --- | |||||||||||||
| (4) | As previously discussed, the combined results for the year ended December 31, 2021, which we refer to herein as the results for the "year ended December 31, 2021" represent the sum of the reported amounts for the Predecessor period from January 1, 2021 through October 31, 2021 and the Successor period from November 1, 2021 through December 31, 2021. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. All periods prior to 2021 relate to the Predecessor. | |||||||||||||
| --- | --- | |||||||||||||
| (5) | Sales for Alamance Crossing are reported on a whole property basis including Alamance Crossing East and Alamance Crossing West. | |||||||||||||
| --- | --- | |||||||||||||
| (6) | Includes occupancy metrics for stores with gross leasable area under 20,000 square feet for unencumbered portions or outparcels of a property. | |||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Year Ended December 31, 2021 CBL Share ^(1)^ | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | |||||||||||||||||||||||||
| Modified<br><br><br>Revenue | NOI | Capital<br><br><br>Expenditures | Redevelopment | Unleveraged<br><br><br>Cash Flow | Interest | Non-Cash<br><br><br>Interest Expense ^(2)^ | Amortization | Leveraged<br><br><br>Cash Flow | |||||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | |||||||||||||||||||||||||
| Malls | $ | 168,474 | $ | 115,347 | $ | (5,627 | ) | $ | (4,107 | ) | $ | 105,613 | $ | - | $ | - | $ | - | $ | 105,613 | |||||
| Lifestyle Centers | 31,587 | 21,707 | (1,725 | ) | (5,367 | ) | 14,615 | - | - | - | 14,615 | ||||||||||||||
| Open-Air Centers | 4,290 | 3,473 | (73 | ) | - | 3,400 | - | - | - | 3,400 | |||||||||||||||
| Term Loan Debt Service | - | - | - | - | - | (5,650 | ) | - | (3,608 | ) | (9,259 | ) | |||||||||||||
| Total Term Loan Assets (HoldCo I) | 204,351 | 140,527 | (7,425 | ) | (9,474 | ) | 123,628 | (5,650 | ) | - | (3,608 | ) | 114,369 | ||||||||||||
| - | |||||||||||||||||||||||||
| SECURED NOTES ASSETS (HOLDCO II) | - | ||||||||||||||||||||||||
| Malls | 115,288 | 65,808 | (7,032 | ) | - | 58,775 | (100 | ) | - | - | 58,675 | ||||||||||||||
| Lifestyle Centers | 2,269 | 2,099 | - | - | 2,099 | - | - | - | 2,099 | ||||||||||||||||
| Open-Air Centers | 26,409 | 19,509 | (750 | ) | - | 18,759 | - | - | - | 18,759 | |||||||||||||||
| Outparcels | 20,875 | 18,185 | - | (2,803 | ) | 15,382 | - | - | - | 15,382 | |||||||||||||||
| Other | 1,820 | 955 | - | - | 955 | - | - | - | 955 | ||||||||||||||||
| Secured Notes Debt Service | - | - | - | - | - | (8,728 | ) | - | - | (8,728 | ) | ||||||||||||||
| Total Secured Notes Assets (HoldCo II) | 166,662 | 106,556 | (7,783 | ) | (2,803 | ) | 95,970 | (8,828 | ) | - | - | 87,142 | |||||||||||||
| - | |||||||||||||||||||||||||
| JOINT VENTURE ASSETS | - | ||||||||||||||||||||||||
| Malls | 59,652 | 39,956 | (1,124 | ) | - | 38,832 | (14,694 | ) | 483 | (5,482 | ) | 19,139 | |||||||||||||
| Outlet Centers | 20,769 | 13,099 | (432 | ) | - | 12,667 | (7,399 | ) | 2,072 | (3,224 | ) | 4,116 | |||||||||||||
| Lifestyle Centers | 14,240 | 11,585 | (972 | ) | - | 10,613 | (2,372 | ) | (222 | ) | (1,132 | ) | 6,887 | ||||||||||||
| Open-Air Centers | 30,040 | 23,945 | (443 | ) | - | 23,502 | (8,241 | ) | 2,116 | (6,108 | ) | 11,268 | |||||||||||||
| Other | - | - | - | - | - | - | - | - | - | ||||||||||||||||
| Total Joint Venture Assets | 124,700 | 88,584 | (2,971 | ) | - | 85,614 | (32,706 | ) | 4,448 | (15,946 | ) | 41,410 | |||||||||||||
| - | |||||||||||||||||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | - | ||||||||||||||||||||||||
| Malls | 128,467 | 89,782 | (2,251 | ) | - | 87,530 | (113,965 | ) | 78,622 | (24,797 | ) | 27,390 | |||||||||||||
| Lifestyle Centers | 6,243 | 4,616 | (12 | ) | - | 4,604 | (29,747 | ) | 27,188 | (1,042 | ) | 1,004 | |||||||||||||
| Open-Air Centers | 1,909 | 1,355 | - | - | 1,355 | (408 | ) | (37 | ) | (310 | ) | 600 | |||||||||||||
| Other | 4,442 | 2,691 | (80 | ) | - | 2,611 | (793 | ) | 55 | (792 | ) | 1,081 | |||||||||||||
| Total Consolidated Encumbered Assets | 141,060 | 98,443 | (2,343 | ) | - | 96,100 | (144,913 | ) | 105,828 | (26,941 | ) | 30,074 | |||||||||||||
| - | |||||||||||||||||||||||||
| Total Same-center | 636,773 | 434,111 | (20,522 | ) | (12,277 | ) | 401,312 | (192,097 | ) | 110,277 | (46,496 | ) | 272,995 | ||||||||||||
| General and administrative | - | - | - | - | (52,335 | ) | - | - | - | (52,335 | ) | ||||||||||||||
| Management fees and other income | - | - | - | - | 13,113 | - | - | - | 13,113 | ||||||||||||||||
| Excluded properties | 45,849 | 21,389 | (1,122 | ) | - | 20,268 | (102,211 | ) | 91,757 | (7,810 | ) | 2,004 | |||||||||||||
| Total Portfolio | $ | 682,622 | $ | 455,500 | $ | (21,644 | ) | $ | (12,277 | ) | $ | 382,357 | $ | (294,308 | ) | $ | 202,034 | $ | (54,306 | ) | $ | 235,776 | |||
| (1) | As previously discussed, the combined results for the year ended December 31, 2021, which we refer to herein as the results for the "year ended December 31, 2021" represent the sum of the reported amounts for the Predecessor period from January 1, 2021 through October 31, 2021 and the Successor period from November 1, 2021 through December 31, 2021. These combined results are not considered to be prepared in accordance with GAAP and have not been prepared as pro forma results per applicable regulations. | ||||||||||||||||||||||||
| --- | --- | ||||||||||||||||||||||||
| (2) | Non-cash interest expense consists of default interest and the accretion of debt discounts. | ||||||||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Year Ended December 31, 2020 CBL Share ^(1)^ | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | ||||||||||||||||||||||||
| Modified<br><br><br>Revenue | NOI | Capital<br><br><br>Expenditures | Redevelopment | Unleveraged<br><br><br>Cash Flow | Interest | Non-Cash<br><br><br>Interest Expense ^(2)^ | Amortization | Leveraged<br><br><br>Cash Flow | ||||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | ||||||||||||||||||||||||
| Malls | $ | 160,488 | $ | 109,647 | $ | (5,289 | ) | $ | (2,455 | ) | $ | 101,902 | $ | (373 | ) | $ | - | $ | (154 | ) | $ | 101,375 | ||
| Lifestyle Centers | 25,718 | 16,503 | (1,155 | ) | (7,699 | ) | 7,648 | - | - | - | 7,648 | |||||||||||||
| Open-Air Centers | 4,059 | 3,265 | (54 | ) | - | 3,210 | - | - | - | 3,210 | ||||||||||||||
| Term Loan and Credit Facility Debt Service | - | - | - | - | - | (54,494 | ) | 26,021 | (26,250 | ) | (54,723 | ) | ||||||||||||
| Total Term Loan Assets (HoldCo I) | 190,265 | 129,414 | (6,499 | ) | (10,154 | ) | 112,761 | (54,867 | ) | 26,021 | (26,404 | ) | 57,511 | |||||||||||
| SECURED NOTES ASSETS (HOLDCO II) | ||||||||||||||||||||||||
| Malls | 113,865 | 65,212 | (1,181 | ) | (188 | ) | 63,843 | (330 | ) | - | (103 | ) | 63,410 | |||||||||||
| Lifestyle Centers | 2,131 | 1,977 | - | - | 1,977 | - | - | - | 1,977 | |||||||||||||||
| Open-Air Centers | 26,355 | 20,273 | (138 | ) | - | 20,135 | - | - | - | 20,135 | ||||||||||||||
| Outparcels | 16,077 | 15,752 | (2,287 | ) | (5,145 | ) | 8,320 | - | - | - | 8,320 | |||||||||||||
| Other | 1,890 | 1,108 | (205 | ) | - | 903 | - | - | - | 903 | ||||||||||||||
| Secured Notes Debt Service | - | - | - | - | - | (63,411 | ) | 31,264 | - | (32,147 | ) | |||||||||||||
| Total Secured Notes Assets (HoldCo II) | 160,319 | 104,322 | (3,811 | ) | (5,333 | ) | 95,178 | (63,742 | ) | 31,264 | (103 | ) | 62,597 | |||||||||||
| JOINT VENTURE ASSETS | ||||||||||||||||||||||||
| Malls | 54,258 | 36,066 | (1,574 | ) | (5,040 | ) | 29,452 | (15,712 | ) | 1,344 | (5,076 | ) | 10,008 | |||||||||||
| Outlet Centers | 18,082 | 11,070 | (639 | ) | - | 10,432 | (6,157 | ) | 714 | (2,685 | ) | 2,304 | ||||||||||||
| Lifestyle Centers | 12,533 | 9,956 | (563 | ) | - | 9,393 | (2,855 | ) | 222 | (1,094 | ) | 5,666 | ||||||||||||
| Open-Air Centers | 28,481 | 23,078 | (709 | ) | (546 | ) | 21,823 | (6,562 | ) | 596 | (4,208 | ) | 11,649 | |||||||||||
| Other | - | - | - | - | - | - | - | - | - | |||||||||||||||
| Total Joint Venture Assets | 113,353 | 80,171 | (3,485 | ) | (5,586 | ) | 71,100 | (31,287 | ) | 2,877 | (13,063 | ) | 29,627 | |||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||||||||||||
| Malls | 121,125 | 85,602 | (2,376 | ) | - | 83,226 | (40,983 | ) | 4,305 | (21,478 | ) | 25,070 | ||||||||||||
| Lifestyle Centers | 6,310 | 4,647 | (305 | ) | - | 4,342 | (2,855 | ) | 218 | (975 | ) | 730 | ||||||||||||
| Open-Air Centers | 1,842 | 1,359 | - | - | 1,359 | (510 | ) | 37 | (292 | ) | 594 | |||||||||||||
| Other | 4,548 | 2,939 | (104 | ) | - | 2,834 | (779 | ) | - | (754 | ) | 1,301 | ||||||||||||
| Total Consolidated Encumbered Assets | 133,825 | 94,547 | (2,785 | ) | - | 91,762 | (45,128 | ) | 4,560 | (23,499 | ) | 27,695 | ||||||||||||
| Total Same-center | 597,762 | 408,454 | (16,581 | ) | (21,073 | ) | 370,801 | (195,023 | ) | 64,722 | (63,069 | ) | 177,431 | |||||||||||
| General and administrative | - | - | - | - | (53,426 | ) | - | - | - | (53,426 | ) | |||||||||||||
| Management fees and other income | - | - | - | - | 16,600 | - | - | - | 16,600 | |||||||||||||||
| Excluded properties | 45,007 | 28,025 | (1,498 | ) | - | 26,527 | (20,274 | ) | 4,710 | (9,139 | ) | 1,823 | ||||||||||||
| Total Portfolio | $ | 642,769 | $ | 436,479 | $ | (18,079 | ) | $ | (21,073 | ) | $ | 360,502 | $ | (215,297 | ) | $ | 69,431 | $ | (72,208 | ) | $ | 142,428 | ||
| (1) | Represents the Predecessor period. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | Non-cash interest expense consists of unpaid accrued interest on the credit facility and the secured notes, default interest and the accretion of debt discounts. | |||||||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Year Ended December 31, 2019 CBL Share ^(1)^ | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | ||||||||||||||||||||||||
| Modified<br><br><br>Revenue | NOI | Capital<br><br><br>Expenditures | Redevelopment | Unleveraged<br><br><br>Cash Flow | Interest | Non-Cash<br><br><br>Interest Expense ^(2)^ | Amortization | Leveraged<br><br><br>Cash Flow | ||||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | ||||||||||||||||||||||||
| Malls | $ | 202,504 | $ | 144,497 | $ | (14,967 | ) | $ | (10,929 | ) | $ | 118,601 | $ | (3,458 | ) | $ | - | $ | (1,858 | ) | $ | 113,285 | ||
| Lifestyle Centers | 29,311 | 19,788 | (5,385 | ) | (1,223 | ) | 13,180 | - | - | - | 13,180 | |||||||||||||
| Open-Air Centers | 4,198 | 3,414 | - | - | 3,414 | - | - | - | 3,414 | |||||||||||||||
| Term Loan Debt Service | - | - | - | - | - | (42,061 | ) | - | (35,000 | ) | (77,061 | ) | ||||||||||||
| Total Term Loan Assets (HoldCo I) | 236,013 | 167,699 | (20,352 | ) | (12,152 | ) | 135,195 | (45,519 | ) | - | (36,858 | ) | 52,818 | |||||||||||
| SECURED NOTES ASSETS (HOLDCO II) | ||||||||||||||||||||||||
| Malls | 146,867 | 92,560 | (12,568 | ) | (9,142 | ) | 70,850 | (2,330 | ) | - | (1,197 | ) | 67,323 | |||||||||||
| Lifestyle Centers | 2,126 | 1,921 | (100 | ) | - | 1,821 | - | - | - | 1,821 | ||||||||||||||
| Open-Air Centers | 29,490 | 23,255 | (801 | ) | - | 22,454 | (831 | ) | - | (370 | ) | 21,253 | ||||||||||||
| Outparcels | 17,787 | 15,093 | (603 | ) | (27,416 | ) | (12,926 | ) | - | - | - | (12,926 | ) | |||||||||||
| Other | 1,661 | 793 | (179 | ) | - | 614 | - | - | - | 614 | ||||||||||||||
| Secured Notes Debt Service | - | - | - | - | - | (75,928 | ) | - | - | (75,928 | ) | |||||||||||||
| Total Secured Notes Assets (HoldCo II) | 197,931 | 133,622 | (14,251 | ) | (36,558 | ) | 82,813 | (79,089 | ) | - | (1,567 | ) | 2,157 | |||||||||||
| JOINT VENTURE ASSETS | ||||||||||||||||||||||||
| Malls | 67,165 | 47,065 | (4,637 | ) | (1,066 | ) | 41,362 | (14,384 | ) | - | (7,019 | ) | 19,959 | |||||||||||
| Outlet Centers | 21,917 | 14,274 | (571 | ) | - | 13,703 | (6,770 | ) | - | (3,238 | ) | 3,695 | ||||||||||||
| Lifestyle Centers | 14,883 | 12,137 | (1,423 | ) | (436 | ) | 10,278 | (2,670 | ) | - | (1,056 | ) | 6,552 | |||||||||||
| Open-Air Centers | 30,557 | 24,728 | (1,075 | ) | (1,454 | ) | 22,199 | (7,390 | ) | - | (4,841 | ) | 9,968 | |||||||||||
| Other | - | - | - | - | - | - | - | - | - | |||||||||||||||
| Total Joint Venture Assets | 134,522 | 98,204 | (7,706 | ) | (2,956 | ) | 87,542 | (31,214 | ) | - | (16,154 | ) | 40,174 | |||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||||||||||||
| Malls | 148,492 | 109,366 | (17,155 | ) | (11,112 | ) | 81,099 | (36,880 | ) | - | (21,301 | ) | 22,918 | |||||||||||
| Lifestyle Centers | 7,325 | 5,521 | (598 | ) | - | 4,923 | (2,686 | ) | - | (926 | ) | 1,311 | ||||||||||||
| Open-Air Centers | 1,951 | 1,448 | - | - | 1,448 | (490 | ) | - | (275 | ) | 683 | |||||||||||||
| Other | 4,710 | 2,856 | (256 | ) | - | 2,600 | (818 | ) | - | (717 | ) | 1,065 | ||||||||||||
| Total Consolidated Encumbered Assets | 162,478 | 119,191 | (18,009 | ) | (11,112 | ) | 90,070 | (40,874 | ) | - | (23,219 | ) | 25,977 | |||||||||||
| Total Same-center | 730,944 | 518,716 | (60,318 | ) | (62,778 | ) | 395,620 | (196,696 | ) | - | (77,798 | ) | 121,126 | |||||||||||
| General and administrative | - | - | - | - | (64,181 | ) | - | - | - | (64,181 | ) | |||||||||||||
| Management fees and other income | - | - | - | - | 11,873 | - | - | - | 11,873 | |||||||||||||||
| Excluded properties | 56,446 | 37,260 | (4,489 | ) | - | 32,771 | (17,430 | ) | 1,077 | (11,890 | ) | 4,528 | ||||||||||||
| Total Portfolio | $ | 787,390 | $ | 555,976 | $ | (64,807 | ) | $ | (62,778 | ) | $ | 376,083 | $ | (214,126 | ) | $ | 1,077 | $ | (89,688 | ) | $ | 73,346 | ||
| (1) | Represents the Predecessor period. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | Non-cash interest expense consists of default interest and the accretion of debt discounts. | |||||||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| CBL & Associates HoldCo I, LLC - Consolidated Balance Sheet | |||
|---|---|---|---|
| (unaudited, in thousands) | |||
| December 31,<br><br><br>2021 | |||
| ASSETS | |||
| Real estate assets: | |||
| Land | $ | 174,292 | |
| Buildings and improvements | 385,577 | ||
| 559,869 | |||
| Accumulated depreciation | (7,188 | ) | |
| 552,681 | |||
| Developments in progress | 3,884 | ||
| Net investment in real estate assets | 556,565 | ||
| Cash | 17,887 | ||
| Restricted cash | 339 | ||
| Receivables: | |||
| Tenant | 14,180 | ||
| Other | 354 | ||
| In-place leases, net | 133,806 | ||
| Above market leases, net | 77,466 | ||
| Other assets | 1,893 | ||
| $ | 802,490 | ||
| LIABILITIES AND EQUITY | |||
| Senior secured term loan, net of deferred financing costs | $ | 878,949 | |
| Below market leases, net | 51,333 | ||
| Accounts payable and accrued liabilities | 41,042 | ||
| Total liabilities | 971,324 | ||
| Owner's deficit | (168,834 | ) | |
| $ | 802,490 | ||
| CBL & Associates HoldCo I, LLC - Consolidated Income Statement | |||
| --- | --- | --- | --- |
| (unaudited, in thousands) | |||
| Period from November 1, through December 31, | |||
| 2021 | |||
| REVENUES: | |||
| Rental revenues | $ | 38,630 | |
| Other | 1,304 | ||
| Total revenues | 39,934 | ||
| EXPENSES: | |||
| Property operating | (5,294 | ) | |
| Depreciation and amortization | (18,285 | ) | |
| Real estate taxes | (3,325 | ) | |
| Maintenance and repairs | (2,897 | ) | |
| Management fees | (1,500 | ) | |
| Total expenses | (31,301 | ) | |
| OTHER INCOME (EXPENSES): | |||
| Other income | 343 | ||
| Interest expense | (5,650 | ) | |
| Total other income (expenses) | (5,307 | ) | |
| NET INCOME | $ | 3,326 | |
| Modified Cash NOI ^(1)^ | $ | 28,939 | |
| Interest Coverage Ratio for the period from November 1, 2021 through December 31, 2021 ^(2)^ | 5.2x | ||
| Interest Coverage Ratio - pro forma for the year ended December 31, 2021 ^(2)^ | 4.3x | ||
| (1) | Modified Cash NOI is calculated in accordance with the terms of the exit credit agreement and is not comparable to the Company’s definition of NOI presented on page 6 that is used for NOI and same-center NOI metrics. | ||
| --- | --- | ||
| (2) | The Interest Coverage Ratio represents Modified Cash NOI divided by Facility Interest Expense, as defined in the exit credit agreement. Interest Coverage Ratio for the period from November 1, 2021 through December 31, 2021 represents actual Modified Cash NOI for the period divided by actual Facility Interest Expense for the period. The pro forma Interest Coverage Ratio for the year ended December 31, 2021 represents actual trailing four-quarter Modified Cash NOI divided by actual Facility Interest Expense for the period from November 1, 2021 through December 31, 2021 that has been annualized. | ||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
| Property Type | Square<br><br><br>Feet | Prior Gross<br><br><br>Rent PSF | New Initial<br><br><br>Gross Rent<br><br><br>PSF | % Change<br><br><br>Initial | New Average<br><br><br>Gross Rent<br><br><br>PSF^(1)^ | % Change<br><br><br>Average | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter-to-Date: | ||||||||||||||
| All Property Types ^(2)^ | 485,294 | $ | 35.39 | $ | 34.48 | (2.6 | )% | $ | 35.09 | (0.8 | )% | |||
| Malls, Lifestyle Centers & Outlet Centers | 456,623 | 36.13 | 35.13 | (2.8 | )% | 35.75 | (1.1 | )% | ||||||
| New leases | 39,025 | 52.32 | 50.25 | (4.0 | )% | 53.53 | 2.3 | % | ||||||
| Renewal leases | 417,598 | 34.62 | 33.72 | (2.6 | )% | 34.09 | (1.5 | )% | ||||||
| Year-to-Date: | ||||||||||||||
| All Property Types ^(2)^ | 1,845,617 | $ | 36.81 | $ | 32.16 | (12.6 | )% | $ | 32.68 | (11.2 | )% | |||
| Malls, Lifestyle Centers & Outlet Centers | 1,647,393 | 38.74 | 33.32 | (14.0 | )% | 33.82 | (12.7 | )% | ||||||
| New leases | 216,682 | 41.75 | 33.80 | (19.0 | )% | 36.11 | (13.5 | )% | ||||||
| Renewal leases | 1,430,711 | 38.28 | 33.25 | (13.1 | )% | 33.47 | (12.6 | )% | ||||||
| Average Annual Base Rents Per Square Foot ^(3)^ By Property Type For Small Shop Space Less Than 10,000 Square Feet: | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Total Leasing Activity: | ||||||||||||||
| Square<br><br><br>Feet | As of December 31, | |||||||||||||
| Quarter-to-Date: | 2021 | 2020 | ||||||||||||
| Operating portfolio: | Same-center Malls, Lifestyle & Outlet Centers | $ | 29.63 | $ | 29.56 | |||||||||
| New leases | 248,331 | Total Malls | 30.16 | 30.22 | ||||||||||
| Renewal leases | 767,549 | Total Lifestyle Centers | 27.60 | 26.11 | ||||||||||
| Development Portfolio: | Total Outlet Centers | 27.34 | 26.42 | |||||||||||
| New leases | 5,275 | Total Malls, Lifestyle & Outlet Centers | 29.63 | 29.41 | ||||||||||
| Total leased | 1,021,155 | Open-Air Centers | 15.05 | 14.72 | ||||||||||
| Other | 19.21 | 19.28 | ||||||||||||
| Year-to-Date: | ||||||||||||||
| Operating Portfolio: | ||||||||||||||
| New leases | 721,436 | |||||||||||||
| Renewal leases | 2,435,014 | |||||||||||||
| Development Portfolio: | ||||||||||||||
| New leases | 65,334 | |||||||||||||
| Total leased | 3,221,784 | |||||||||||||
| (1) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Includes malls, lifestyle centers, outlet centers, open-air centers and other. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | Average annual base rents per square foot are based on contractual rents in effect as of December 31, 2021, including the impact of any rent concessions. Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size. | |||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Year Ended December 31, 2021 Based on Commencement Date
| Number<br><br><br>of<br><br><br>Leases | Square<br><br><br>Feet | Term<br><br><br>(in<br><br><br>years) | Initial<br><br><br>Rent<br><br><br>PSF | Average<br><br><br>Rent<br><br><br>PSF | Expiring<br><br><br>Rent<br><br><br>PSF | Initial Rent<br><br><br>Spread | Average Rent<br><br><br>Spread | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commencement 2021: | ||||||||||||||||||||||
| New | 95 | 221,836 | 6.15 | $ | 32.61 | $ | 35.00 | $ | 38.18 | $ | (5.57 | ) | (14.6 | )% | $ | (3.18 | ) | (8.3 | )% | |||
| Renewal | 407 | 1,278,323 | 2.19 | 27.70 | 28.11 | 33.71 | (6.01 | ) | (17.8 | )% | (5.60 | ) | (16.6 | )% | ||||||||
| Commencement 2021 Total | 502 | 1,500,159 | 2.94 | 28.43 | 29.13 | 34.37 | (5.94 | ) | (17.3 | )% | (5.24 | ) | (15.2 | )% | ||||||||
| Commencement 2022: | ||||||||||||||||||||||
| New | 28 | 74,409 | 7.77 | 37.91 | 40.40 | 36.93 | 0.98 | 2.7 | % | 3.47 | 9.4 | % | ||||||||||
| Renewal | 190 | 546,727 | 2.58 | 35.60 | 35.85 | 36.52 | (0.92 | ) | (2.5 | )% | (0.67 | ) | (1.8 | )% | ||||||||
| Commencement 2022 Total | 218 | 621,136 | 3.25 | 35.88 | 36.39 | 36.57 | (0.69 | ) | (1.9 | )% | (0.18 | ) | (0.5 | )% | ||||||||
| Total 2021/2022 | 720 | 2,121,295 | 3.03 | $ | 30.61 | $ | 31.25 | $ | 35.01 | $ | (4.40 | ) | (12.6 | )% | $ | (3.76 | ) | (10.7 | )% |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Top 25 Tenants Based On Percentage Of Total Annualized Revenues
| Tenant | Number of<br><br><br>Stores | Square<br><br><br>Feet | Percentage<br><br><br>of Total<br><br><br>Revenues ^(1)^ | |||||
|---|---|---|---|---|---|---|---|---|
| 1 | Signet Jewelers Ltd.^(2)^ | 125 | 179,103 | 3.27 | % | |||
| 2 | Victoria's Secret & Co. ^(3)^ | 52 | 421,133 | 3.16 | % | |||
| 3 | Foot Locker, Inc. | 91 | 431,749 | 3.14 | % | |||
| 4 | American Eagle Outfitters, Inc. | 64 | 387,722 | 2.57 | % | |||
| 5 | Dick's Sporting Goods, Inc. ^(4)^ | 25 | 1,463,010 | 2.26 | % | |||
| 6 | Bath & Body Works, Inc. ^(3)^ | 60 | 243,046 | 2.17 | % | |||
| 7 | Genesco Inc. ^(5)^ | 85 | 166,644 | 1.73 | % | |||
| 8 | Finish Line, Inc. | 37 | 193,763 | 1.53 | % | |||
| 9 | Luxottica Group S.P.A. ^(6)^ | 89 | 201,724 | 1.42 | % | |||
| 10 | H & M Hennes & Mauritz AB | 40 | 846,954 | 1.34 | % | |||
| 11 | The Buckle, Inc. | 39 | 201,249 | 1.29 | % | |||
| 12 | The Gap, Inc. | 48 | 563,595 | 1.25 | % | |||
| 13 | Cinemark Holdings, Inc. | 9 | 467,190 | 1.20 | % | |||
| 14 | Shoe Show, Inc. | 32 | 418,172 | 1.11 | % | |||
| 15 | Express Fashions | 31 | 254,120 | 1.10 | % | |||
| 16 | Barnes & Noble, Inc. | 16 | 485,305 | 0.92 | % | |||
| 17 | Hot Topic, Inc. | 94 | 221,164 | 0.91 | % | |||
| 18 | Abercrombie & Fitch, Co. | 29 | 199,879 | 0.90 | % | |||
| 19 | Claire's Stores, Inc. | 73 | 91,363 | 0.90 | % | |||
| 20 | Spencer Spirit Holdings, Inc. | 47 | 106,363 | 0.75 | % | |||
| 21 | The TJX Companies, Inc. ^(7)^ | 18 | 520,475 | 0.74 | % | |||
| 22 | Ulta Beauty, Inc. | 23 | 237,961 | 0.72 | % | |||
| 23 | Chick-fil-A, Inc. | 31 | 53,552 | 0.70 | % | |||
| 24 | Regal Entertainment Group | 8 | 394,133 | 0.69 | % | |||
| 25 | Focus Brands LLC ^(8)^ | 66 | 46,723 | 0.69 | % | |||
| 1,232 | 8,796,092 | 36.46 | % | |||||
| (1) | Includes the Successor Company's and Predecessor Company’s proportionate share of total revenues from consolidated and unconsolidated affiliates based on the ownership percentage in the respective joint venture and any other applicable terms. | |||||||
| --- | --- | |||||||
| (2) | Signet Jewelers Ltd. operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zales, Peoples and Piercing Pagoda. | |||||||
| --- | --- | |||||||
| (3) | Formerly part of L Brands, LLC. Separated into individual legal entities effective August 2021. | |||||||
| --- | --- | |||||||
| (4) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream. | |||||||
| --- | --- | |||||||
| (5) | Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone and Clubhouse. | |||||||
| --- | --- | |||||||
| (6) | Luxottica Group S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. | |||||||
| --- | --- | |||||||
| (7) | The TJX Companies, Inc. operates T.J. Maxx, Marshalls, HomeGoods and Sierra Trading Post. In Europe, they operate T.K. Maxx, HomeSense. | |||||||
| --- | --- | |||||||
| (8) | Focus Brands operates certain Auntie Anne’s, Cinnabon, Moe’s Southwest Grill and Planet Smoothie locations. | |||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Capital Expenditures
(In thousands)
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||
|---|---|---|---|---|---|---|---|---|
| Period from November 1 through December 31, | Period from October 1 through October 31, | Three Months Ended December 31, | Three Months Ended December 31, | |||||
| 2021 | 2021 | 2021 | 2020 | |||||
| Tenant allowances ^(1)^ | $ | 1,013 | $ | 1,396 | $ | 2,409 | $ | 1,354 |
| Deferred maintenance: ^(2)^ | ||||||||
| Parking lot and parking lot lighting | 198 | 179 | 377 | 57 | ||||
| Roof replacements | 1,066 | 565 | 1,631 | 139 | ||||
| Other capital expenditures | 1,955 | 510 | 2,465 | 325 | ||||
| Total deferred maintenance expenditures | 3,219 | 1,254 | 4,473 | 521 | ||||
| Total capital expenditures | $ | 4,232 | $ | 2,650 | $ | 6,882 | $ | 1,875 |
| (1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. | |||||||
| --- | --- | |||||||
| (2) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. | |||||||
| --- | --- | |||||||
| Successor | Predecessor | Non-GAAP Combined | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period from November 1 through December 31, | Period from January 1 through October 31, | Year Ended December 31, | Year Ended December 31, | |||||
| 2021 | 2021 | 2021 | 2020 | |||||
| Tenant allowances ^(1)^ | $ | 1,013 | $ | 10,639 | $ | 11,652 | $ | 11,971 |
| Renovations ^(2)^ | — | — | — | — | ||||
| Deferred maintenance: ^(2)^ | ||||||||
| Parking lot and parking lot lighting | 198 | 1,038 | 1,236 | 327 | ||||
| Roof replacements | 1,066 | 1,103 | 2,169 | 2,373 | ||||
| Other capital expenditures | 1,955 | 4,636 | 6,591 | 5,279 | ||||
| Total deferred maintenance expenditures | 3,219 | 6,777 | 9,996 | 7,979 | ||||
| Total capital expenditures | $ | 4,232 | $ | 17,416 | $ | 21,648 | $ | 19,950 |
| (1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. | |||||||
| --- | --- | |||||||
| (2) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. | |||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Properties Opened During the Year Ended December 31, 2021
(Dollars in thousands)
| CBL's Share of | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | CBL<br><br><br>Ownership<br><br><br>Interest | Total<br><br><br>Project<br><br><br>Square Feet | Total<br><br><br>Cost ^(1)^ | Cost to<br><br><br>Date ^(2)^ | 2021<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Outparcel Developments: | ||||||||||||
| Hamilton Place - Aloft Hotel^(3)^^(4)^ | Chattanooga, TN | 50% | 89,674 | $ | 12,000 | $ | 11,972 | $ | 3,146 | Jun-21 | 9.2% | |
| Pearland Town Center - HCA Offices | Pearland, TX | 100% | 48,416 | 14,186 | 12,789 | 5,367 | Jun-21 | 11.8% | ||||
| 138,090 | $ | 26,186 | $ | 24,761 | $ | 8,513 | ||||||
| (1) | Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (3) | Yield is based on expected yield upon stabilization. | |||||||||||
| --- | --- | |||||||||||
| (4) | Total cost includes a construction loan of $8,400 (at the Company’s share), a non-cash allocated value for the Company’s land contribution of $2,200 and cash contributions of $1,400. | |||||||||||
| --- | --- |
Redevelopments Completed During the Year Ended December 31, 2021
(Dollars in thousands)
| CBL's Share of | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | CBL<br><br><br>Ownership<br><br><br>Interest | Total<br><br><br>Project<br><br><br>Square Feet | Total<br><br><br>Cost ^(1)^ | Cost to<br><br><br>Date ^(2)^ | 2021<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Redevelopments: | ||||||||||||
| Cross Creek Sears Redevelopment - Longhorn's, Rooms To Go ^(3)^ | Fayetteville, NC | 100% | 13,494 | 2,777 | 4,027 | 2,803 | Dec-21 | 10.1% | ||||
| (1) | Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (3) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Cross Creek Mall) building. | |||||||||||
| --- | --- |
Properties Under Development at December 31, 2021
(Dollars in thousands)
| CBL's Share of | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Location | CBL<br><br><br>Ownership<br><br><br>Interest | Total<br><br><br>Project<br><br><br>Square Feet | Total<br><br><br>Cost ^(1)^ | Cost to<br><br><br>Date ^(2)^ | 2021<br><br><br>Cost | Expected<br><br><br>Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Outparcel Developments: | ||||||||||||
| Kirkwood Mall - Five Guys, Blaze Pizza, Thrifty White, Pancheros, Chick-fil-A | Bismarck, ND | 100% | 15,275 | $ | 7,976 | $ | 4,311 | $ | 4,107 | Q2 '22 | 8.9% | |
| (1) | Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor and the successor company. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans
| Property | Location | Sears Redevelopment Plans | BonTon Redevelopment Plans |
|---|---|---|---|
| Alamance Crossing | Burlington, NC | ||
| Arbor Place | Atlanta (Douglasville), GA | Owned by Sears. Sold to third party developer for redevelopment. Under negotiation with home store for a portion of the store. | |
| Brookfield Square | Brookfield, WI | Redeveloped in 2019 with Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's, convention center/hotel. | Owned by third party. Interest from office user/ entertainment. |
| CherryVale Mall | Rockford, IL | Redeveloped with Tilt in 2020. | Gallery Furniture opened 2021 |
| Coastal Grand | Myrtle Beach, SC | Owned by Sears. | |
| CoolSprings Galleria | Nashville, TN | Redeveloped in 2015. | |
| Cross Creek Mall | Fayetteville, NC | Sale of parcel to Rooms to Go. New store opened December 2021. Longhorn Steakhouse opened. Pad sale to entertainment use underway. | |
| Dakota Square Mall | Minot, ND | Sold to Scheel's for future relocation/expansion of existing store. New store under construction and expected to open 2022. | Ross Dress For Less Opened. Lease out for signature with Five Below. |
| East Towne Mall | Madison, WI | Owned by Sears. | Owned by third party. Under negotiation with non-retail use. |
| Eastland Mall | Bloomington, IL | Actively leasing. | Actively leasing. |
| Fayette Mall | Lexington, KY | Redeveloped in 2016. | |
| Friendly Center and The Shops at Friendly | Greensboro, NC | Owned by Sears. Whole Foods sub-leases a third of the box. Sears still operating in remainder. | |
| Frontier Mall | Cheyenne, WY | Owned by third party. Jax Outdoor Gear purchased location and opened November 2019. | |
| Governor's Square | Clarksville, TN | 50/50 Joint Venture Property. Under negotiation/LOIs with tenants. | |
| Hamilton Place | Chattanooga, TN | Redevelopment with Cheesecake Factory (Dec 2019), Dick's Sporting Goods, and Dave & Busters (March 2020). Malone's (opening TBD). Aloft hotel opened June 2021. | |
| Hanes Mall | Winston-Salem, NC | Owned by third party. Novant Health, Inc. purchased Sears and Sear TBA for future medical office. | |
| Harford Mall | Bel Air, MD | Sold to third party developer. New grocer under construction. | |
| Imperial Valley Mall | El Centro, CA | Owned by Seritage. | |
| Jefferson Mall | Louisville, KY | Currently occupied by Overstock. | |
| Kentucky Oaks Mall | Paducah, KY | Owned by Seritage. Redeveloped with Burlington and Ross Dress for Less. | 50/50 JV asset. HomeGoods and Five Below opened November 2019. |
| Kirkwood Mall | Bismarck, ND | New Chick-fil-A opened. Five Guys, Thrifty White Pharmacy, Blaze Pizza and Panchero's Restaurant opening in 2022. | |
| Laurel Park Place | Livonia, MI | Dunham's Sports opened November 2019. | |
| Layton Hills Mall | Layton, UT | ||
| Mall del Norte | Laredo, TX | Owned by Sears. | |
| Mayfaire Town Center | Wilmington, NC | ||
| Meridian Mall | Lansing, MI | High Caliber Karts opened fall 2019. Actively leasing remaining anchor space - under negotiation with grocer. | |
| Mid Rivers Mall | St. Peters, MO | Owned by Sears. | |
| Monroeville Mall | Pittsburgh, PA | ||
| Property | Location | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| --- | --- | --- | --- |
| Northgate Mall | Chattanooga, TN | Building purchased by third party for non-retail development. Under negotiation with pet supply use. | |
| Northpark Mall | Joplin, MO | Building owned by Sears. | |
| Northwoods Mall | North Charleston, SC | Owned by Seritage. Redeveloped with Burlington. | |
| Oak Park Mall | Overland Park, KS | ||
| Old Hickory Mall | Jackson, TN | Actively leasing. | |
| Parkway Place | Huntsville, AL | ||
| Pearland Town Center | Pearland, TX | ||
| Post Oak Mall | College Station, TX | Location purchased from Sears by third party. Conn's opened. Sporting Goods under negotiation. | |
| Richland Mall | Waco, TX | Dillard's opened Q2 2020. | |
| South County Center | St. Louis, MO | Sears still paying rent under ground lease. | |
| Southaven Towne Center | Southaven, MS | ||
| Southpark Mall | Colonial Heights, VA | Under negotiation with non-retail users. | |
| St. Clair Square | Fairview Heights, IL | Building owned by Sears on ground lease. | |
| Stroud Mall | Stroudsburg, PA | EFO Furniture Outlet opened February 2020 | Shoprite opened October 2019. |
| Sunrise Mall | Brownsville, TX | Sears sold to third party developer. TruFit opened. Main Event opening Summer 2022. | |
| The Outlet Shoppes at Atlanta | Woodstock, GA | ||
| The Outlet Shoppes at El Paso | El Paso, TX | ||
| The Outlet Shoppes at Laredo | Laredo, TX | ||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | ||
| Turtle Creek Mall | Hattiesburg, MS | Owned by Sears. | |
| Valley View Mall | Roanoke, VA | Owned by Sears. Under negotiation with sporting goods/entertainment. | |
| Volusia Mall | Daytona Beach, FL | Sears sold to third party developer for future redevelopment. | |
| West County Center | St. Louis, MO | ||
| West Towne Mall | Madison, WI | Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby opened June 2021. Portillo's restaurant under construction. | Von Maur under construction. Opening 2022. |
| WestGate Mall | Spartanburg, SC | Sears sold to third party developer for redevelopment. Non-retail under negotiation. | |
| Westmoreland Mall | Greensburg, PA | Building owned by Sears on ground lease. Potential for non-retail. | Stadium Casino opened November 2020. |
| York Galleria | York, PA | Hollywood Casino opened August 2021. | Life Storage purchased anchor and is under construction. |
43