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): April 9, 2021
CBL & ASSOCIATES PROPERTIES, INC.
CBL & ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-12494 | 62-1545718 |
|---|---|---|
| Delaware | 333-182515-01 | 62-1542285 |
| (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, $0.01 par value | CBLAQ | * |
| 7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10^th^ fractional share) | CBLDQ | * |
| 6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10^th^ fractional share) | CBLEQ | * |
*On November 2, 2020, the NYSE announced that (i) it had suspended trading in the Company’s stock and (ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10^th^ fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10^th^ fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. Since November 3, 2020, the Company’s common stock and such depositary shares are currently trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the respective trading symbols listed in the preceding table.
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 April 9, 2021, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2020. The Company's earnings release and supplemental financial and operating information for the fourth quarter and year ended December 31, 2020 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
| (a) | Financial Statements of Businesses Acquired |
|---|
Not applicable
| (b) | Pro Forma Financial Information |
|---|
Not applicable
| (c) | Shell Company Transactions |
|---|
Not applicable
| (d) | Exhibits |
|---|---|
| Exhibit<br><br><br>Number | Description |
| --- | --- |
| 99.1 | Earnings Release dated April 9, 2021 and Supplemental Financial and Operating Information - For the Three and Twelve Months Ended December 31, 2020 |
| 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. | |
|---|---|
| /s/ Farzana Khaleel | |
| Farzana Khaleel | |
| Executive Vice President - | |
| Chief Financial Officer and Treasurer | |
| CBL & ASSOCIATES LIMITED PARTNERSHIP | |
| --- | --- |
| By: CBL HOLDINGS I, INC., its general partner | |
| /s/ Farzana Khaleel | |
| Farzana Khaleel | |
| Executive Vice President - | |
| Chief Financial Officer and Treasurer | |
| Date: April 9, 2021 |
cbl-ex991_6.htm
Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three Months and Year Ended
December 31, 2020
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
| Page | |
|---|---|
| Earnings Release | 1 |
| Consolidated Statements of Operations | 7 |
| Reconciliations of Supplementary Non-GAAP Financial Measures: | |
| Funds from Operations (FFO) | 8 |
| Same-center Net Operating Income (NOI) | 11 |
| Selected Financial and Equity Information | 13 |
| Consolidated Balance Sheets | 14 |
| Condensed Combined Financial Statements - Unconsolidated Affiliates | 15 |
| Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows | 16 |
| Components of Rental Revenues | 17 |
| Schedule of Mortgage and Other Indebtedness | 18 |
| Schedule of Maturities | 21 |
| Unencumbered Consolidated Portfolio Statistics | 22 |
| Mall Portfolio Statistics | 23 |
| Leasing Activity and Average Annual Base Rents | 26 |
| Top 25 Tenants Based on Percentage of Total Annualized Revenues | 28 |
| Capital Expenditures | 29 |
| Development Activity | 30 |
| CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | 32 |
Contact: Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2020
CHATTANOOGA, Tenn. (April 9, 2021) – CBL Properties (OTCMKTS: CBLAQ) announced results for the fourth quarter and year ended December 31, 2020. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | % | 2020 | 2019 | % | ||||||||||||
| Net income (loss) attributable to common shareholders per diluted share | $ | (0.32 | ) | $ | 0.12 | (366.7 | )% | $ | (1.75 | ) | $ | (0.89 | ) | (96.6 | )% | ||
| Funds from Operations ("FFO") per diluted share | $ | 0.25 | $ | 0.39 | (35.9 | )% | $ | 0.54 | $ | 1.40 | (61.4 | )% | |||||
| FFO, as adjusted, per diluted share ^(1)^ | $ | 0.37 | $ | 0.37 | — | $ | 0.70 | $ | 1.36 | (48.5 | )% | ||||||
| (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 8 of this news release. | ||||||||||||||||
| --- | --- |
KEY TAKEAWAYS:
| • | CBL entered into a First Amended and Restated Restructuring Support Agreement with an Ad Hoc Group representing 69% (including joinders) of its unsecured noteholders and 96% (including joinders) of the lenders under its secured credit facility, paving the way for a fully consensual comprehensive restructuring. |
|---|---|
| • | In 2020, over 1.4 million square feet of new retail, dining and other uses have opened across CBL’s portfolio, furthering the transformation of CBL’s properties into a portfolio of market-dominant suburban town centers. |
| --- | --- |
| • | FFO per diluted share, as adjusted, was $0.37 for the fourth quarter 2020, compared with $0.37 per share for the fourth quarter 2019. FFO per diluted share, as adjusted, was $0.70 for the twelve months ended December 31, 2020, compared with $1.36 per share for the prior year period. |
| --- | --- |
| • | Major variances in fourth quarter 2020 FFO per share, as adjusted, compared with the prior year period included $0.12 per share of lower property NOI, which included $0.02 per share related to the estimate for uncollectable revenues, rent abatements and write-offs for past due rents related to tenants that are in bankruptcy or struggling financially. G&A expense during the fourth quarter 2020 was approximately $0.02 lower, due to cost saving initiatives put in place earlier in 2020. Additionally, overall interest expense declined by a net $0.05 per share during the quarter, primarily due to the post-petition interest expense payments that are not required to be made on the senior unsecured notes and secured credit facility subsequent to the Company’s bankruptcy filing on November 1, 2020, and partially offset by incremental pre-petition interest expense related to the default rate imposed on the secured credit facility. |
| --- | --- |
| • | Total Portfolio same-center NOI declined 14.9% for the three months ended December 31, 2020, and 21.5% for the twelve months ended December 31, 2020, as compared with the respective prior-year periods. |
| --- | --- |
| • | Portfolio occupancy as of December 31, 2020, was 87.5%, representing a 70-basis point improvement from the sequential quarter and a 370-basis point decline compared with 91.2% as of December 31, 2019. Same-center mall occupancy was 85.5% as of December 31, 2020, representing a 30-basis point improvement sequentially and a 460-basis point decline compared with 90.1% as of December 31, 2019. An estimated 330-basis points of the decline in total mall portfolio occupancy was due to store closures related to tenants in bankruptcy. |
| --- | --- |
“We were encouraged by the improvement in operations during the fourth quarter,” said Stephen Lebovitz, Chief Executive Officer. “Our rent collection rate increased to 84% for the April to February period. We have also started collecting on 2020 rent deferrals, with an 84% collection rate on the approximately 60% that has been billed. Occupancy rates improved sequentially as we celebrated a number of exciting openings across our portfolio during the fourth quarter, including a new Live! Casino at Westmoreland Mall in Pittsburgh, Whole Foods at our associated center in Chattanooga, TN and several new boutiques and restaurants that opened ahead of the holiday 2020 season. While we anticipate the effects of the pandemic on our business will persist through 2021, our properties’ strong locations are generating ongoing demand from a variety of users. We expect that leasing activity will benefit as the vaccine roll-out continues to gain steam and traffic levels return to pre-pandemic levels.
“The events of 2020 were unprecedented, and in response we took extraordinary and necessary actions. While the impact to our business and revenues was substantial, we were successful in our efforts to preserve cash, stabilize occupancy and revenues, and reduce operating expenses. Additionally, we have made huge strides towards completing our financial restructuring. Though the process has taken longer than we had initially expected, our persistent efforts have borne fruit as we now move forward with the fully consensual restructuring plan, announced last month. By reducing leverage and the preferred obligation by almost $1.7 billion, lengthening maturities, lowering interest expense and increasing free cash flow, upon emergence CBL will be well-positioned to execute on our strategic priorities and pursue future growth opportunities. We look forward to starting fresh with a newly energized and more financially flexible company later this year.”
FINANCIAL RESULTS
Net loss attributable to common shareholders for the fourth quarter 2020 was $63.0 million, or a loss of $0.32 per diluted share, compared with net income of $22.0 million, or $0.12 per diluted share, for the fourth quarter 2019. Net loss for the fourth quarter 2020 was impacted by an aggregate $39.1 million in reorganization items and prepetition charges and a $66.4 million loss on impairment of real estate to write down the carrying value of The Outlet Shoppes at Laredo in Laredo, TX, to its estimated fair value, as well as an additional write down in the carrying value of Greenbrier Mall in Chesapeake, VA and EastGate Mall in Cincinnati, OH, to each properties’ estimated fair values. Net income for the fourth quarter 2019 included a $37.4 million loss on impairment of real estate.
Net loss attributable to common shareholders for the twelve months ended December 31, 2020, was $332.5 million, or a loss of $1.75 per diluted share, compared with a net loss of $153.7 million, or a loss of $0.89 per diluted share, for the twelve months ended 2019. Net loss for 2020 was impacted by an aggregate $59.9 million in reorganization item and prepetition charges and a $213.4 million loss on impairment of real estate compared with a $239.5 million loss on impairment of real estate in 2019.
FFO allocable to common shareholders, as adjusted, for the fourth quarter 2020 was $73.3 million, or $0.37 per diluted share, compared with $64.7 million, or $0.37 per diluted share, for the fourth quarter 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter 2020 was $75.3 million compared with $74.7 million for the fourth quarter 2019.
FFO allocable to common shareholders, as adjusted, for the twelve months ended December 31, 2020 was $132.9 million or $0.70 per diluted share, compared with $235.3 million or $1.36 per diluted share, for the twelve months ended December 31, 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the twelve months ended December 31, 2020, was $140.8 million compared with $271.5 million for the twelve months ended December 31, 2019.
Percentage change in same-center Net Operating Income (“NOI”) ^(1)^:
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2020 | |||||
| Portfolio same-center NOI | (14.9 | )% | (21.5 | )% | ||
| Mall same-center NOI | (16.7 | )% | (23.2 | )% | ||
| (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 three months ended December 31, 2020, include:
| • | Same-center NOI declined $20.5 million, due to a $26.5 million decrease in revenues offset by a $6.0 million decline in operating expenses. |
|---|---|
| • | Rental revenues declined $24.0 million, including a $11.0 million decline in minimum and other rents. Rental revenues also include a $9.9 million decline in tenant reimbursements (net of any abatements) and a $3.1 million decline in percentage rents. Rental revenues for the three months ended December 31, 2020, included $3.7 million related to uncollectable revenues and abatement. |
| --- | --- |
| • | Property operating expenses declined $3.2 million compared with the prior year. Maintenance and repair expenses improved $2.7 million. The improvement in property operating and maintenance and repair expense is primarily due to the benefit of the Company’s comprehensive programs to reduce operating expenses to mitigate the impact of the COVID-19 pandemic. Real estate tax expenses were relatively flat. |
| --- | --- |
COVID-19 RENT COLLECTION UPDATE
The Company has collected approximately 84% of related gross rents for the period April 2020 through February 2021. As of December 31, 2020, CBL had deferred approximately $30.6 million in rents due in 2020. As of April 2021, approximately 60% of total deferred rents have been billed, of which, approximately 84% has been collected.
LIQUIDITY
As of December 31, 2020, on a consolidated basis, the company had $294.9 million available in unrestricted cash and marketable securities.
PORTFOLIO OPERATIONAL RESULTS
Occupancy^(^^1)^:
| As of December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Total portfolio | 87.5 | % | 91.2 | % | ||
| Malls: | ||||||
| Total Mall portfolio | 85.5 | % | 89.8 | % | ||
| Same-center Malls | 85.5 | % | 90.1 | % | ||
| Stabilized Malls | 85.8 | % | 90.0 | % | ||
| Non-stabilized Malls ^(2)^ | 74.4 | % | 83.8 | % | ||
| Associated centers | 93.2 | % | 95.6 | % | ||
| Community centers | 93.6 | % | 96.0 | % | ||
| (1) | Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community centers represents percentage of gross leasable area occupied. | |||||
| --- | --- | |||||
| (2) | Represents occupancy for The Outlet Shoppes at Laredo. | |||||
| --- | --- |
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, | |||||
| 2020 | 2020 | |||||
| Stabilized Malls | (18.4 | )% | (14.3 | )% | ||
| New leases | (19.0 | )% | 1.9 | % | ||
| Renewal leases | (18.3 | )% | (15.5 | )% |
Same-Center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:
Due to the temporary mall and store closures that occurred in 2020, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, CBL is not able to provide a complete measure of sales per square foot for the fourth quarter 2020 or trailing twelve-month period.
FINANCING ACTIVITY AND LENDER DISCUSSIONS
During the quarter, the foreclosure of Burnsville Center in Minneapolis, MN ($64.2 million loan) was completed. The Company also anticipates cooperating with conveyance or foreclosure proceedings for Park Plaza in Little Rock, AR ($76.8 million), EastGate Mall in Cincinnati, OH ($31.2 million) and Asheville Mall in Asheville, NC ($62.1 million loan). Asheville Mall was transferred into receivership in January 2021 and Park Plaza was transferred into receivership in March 2021. EastGate Mall is expected to be transferred into receivership imminently.
In March 2021, CBL closed on the extension and modification of two loans secured by 50/50 joint venture properties including the $53.2 million loan (100% loan amount) secured by The Pavilion at Port Orange in Port Orange, FL and the $54.6 million loans (100% loan amount) secured by Hammock Landing in West Melbourne, FL. The loans were extended for four years, with one additional one-year extension option available at the Company’s option. The interest rate was modified to an initial floating rate of 250 basis point over LIBOR and increasing 25 basis points each subsequent year.
rESTRUCTURING UPDATE
On March 21, 2021, the Company entered into an amended and restated Restructuring Support Agreement (the “Amended RSA”) with its credit facility lenders and unsecured noteholders that provides for a fully consensual comprehensive restructuring plan. The Amended RSA was entered into by the Company, lenders representing more than 96% (including joinders) of the outstanding balance of its secured credit facility (the “Bank Lenders”) and an Ad Hoc Group representing in excess of 69% (including joinders) of its senior unsecured noteholders. The transactions outlined in the Amended RSA will be implemented in the cases commenced by the Company and certain related subsidiaries under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) and pursuant to a joint chapter 11 plan of reorganization to be filed in the Chapter 11 Cases.
More information, including terms of the Amended RSA, may be found in the Form 8-K filed with the SEC on March 22, 2021, available in the Invest – SEC Filings section of cblproperties.com. The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring.
DISPOSITIONS
CBL did not complete any major dispositions during the quarter. For the full-year 2020, CBL generated gross proceeds from outparcel and land sales of $8.0 million.
ANCHOR REPLACEMENT AND LEASING PROGRESS
In 2020, over 1.4 million square feet of new retail, dining and other uses have opened across CBL’s portfolio, furthering the transformation of CBL’s properties into a portfolio of market-dominant suburban town centers. New store openings across the CBL portfolio include unique uses such as Live! Casino Pittsburgh at Westmoreland Mall outside of Pittsburgh, PA, Main Event at Mall del Norte in Laredo, TX, Southerns Live Music and Entertainment and Conn’s Home Plus at Post Oak Mall in College Station, TX and EFO Furniture Outlet at Stroud Mall in Stroudsburg, PA. CBL welcomed the first OFFLINE by American Eagle location in the country at CoolSprings Galleria in Nashville, TN, as well as one-of-a-kind boutiques such as Hollie Ray Boutique at CoolSprings Galleria and Rose & Remington at Fayette Mall in Lexington, KY. Several new sporting goods locations celebrated grand openings in 2020 with the new DICK’S Sporting Goods/Golf Galaxy at Coastal Grand in Myrtle Beach, SC, DICK’S Sporting Goods at Hamilton Place in Chattanooga, TN, and the new DICK’S Sporting Goods clearance concept at the Annex at Monroeville in Monroeville, PA. Openings also included more than 14 new dining options, including Party Fowl at CoolSprings Galleria, four entertainment uses, as well as fitness, service and other uses, such as Whole Foods, which opened in December at Gunbarrel Pointe in Chattanooga, TN.
In 2021, CBL has additional openings planned to include a new 135-key Aloft hotel at Hamilton Place in Chattanooga, TN, an HCA medical office building at Pearland Town Center in Houston, TX, Hollywood Casino at York Galleria in York, PA, Hobby Lobby at West Towne Mall in Madison, WI, and Rooms to Go at Cross Creek in Fayetteville, NC. Additional offerings, including new restaurants, fitness, hotel and other uses are planned or under negotiation and will be announced as details are finalized.
REDEVELOPMENT
As part of overall cost reduction and cash preservation actions, which resulted in more than $60 million in cost savings in 2020, CBL has suspended or delayed certain redevelopment projects. Progress continues on select projects. Detailed project information is available in CBL’s Financial Supplement for Q4 2020, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.
2021 GUIDANCE
CBL is not providing guidance for 2021 anticipated net income and FFO per share at this time.
ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 104 properties totaling 63.8 million square feet across 24 states, including 64 high-quality enclosed, outlet and open-air retail centers and seven properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
NON-GAAP FINANCIAL MEASURES
Funds From Operations
FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.
The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 8 of this news release for a description of these adjustments.
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
The Company computes NOI based on the Operating Partnership’s pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on its pro rata ownership share (including the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties
.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Year Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | |||||||||
| REVENUES: | |||||||||||
| Rental revenues | 148,588 | $ | 179,889 | $ | 554,064 | $ | 736,878 | ||||
| Management, development and leasing fees | 1,549 | 2,025 | 6,800 | 9,350 | |||||||
| Other | 4,042 | 8,124 | 14,997 | 22,468 | |||||||
| Total revenues | 154,179 | 190,038 | 575,861 | 768,696 | |||||||
| OPERATING EXPENSES: | |||||||||||
| Property operating | (21,050 | ) | (26,049 | ) | (84,061 | ) | (108,905 | ) | |||
| Depreciation and amortization | (52,988 | ) | (59,308 | ) | (215,030 | ) | (257,746 | ) | |||
| Real estate taxes | (16,186 | ) | (17,699 | ) | (69,686 | ) | (75,465 | ) | |||
| Maintenance and repairs | (8,457 | ) | (11,955 | ) | (34,132 | ) | (46,282 | ) | |||
| General and administrative | (12,136 | ) | (15,280 | ) | (53,425 | ) | (64,181 | ) | |||
| Loss on impairment | (66,394 | ) | (37,400 | ) | (213,358 | ) | (239,521 | ) | |||
| Litigation settlement | 5,375 | 3,708 | 7,855 | (61,754 | ) | ||||||
| Prepetition charges | (3,112 | ) | — | (23,883 | ) | — | |||||
| Other | (553 | ) | (50 | ) | (953 | ) | (91 | ) | |||
| Total operating expenses | (175,501 | ) | (164,033 | ) | (686,673 | ) | (853,945 | ) | |||
| OTHER INCOME (EXPENSES): | |||||||||||
| Interest and other income | 1,133 | 552 | 6,396 | 2,764 | |||||||
| Interest expense (unrecognized contractual interest expense was 30,084 for the three months and year ended December 31, 2020) | (39,903 | ) | (49,266 | ) | (200,663 | ) | (206,261 | ) | |||
| Gain on extinguishment of debt | 17,114 | — | 32,521 | 71,722 | |||||||
| Gain on investments/deconsolidation | — | 56,068 | — | 67,242 | |||||||
| Gain on sales of real estate assets | 1,988 | 2,463 | 4,696 | 16,274 | |||||||
| Reorganization items | (35,977 | ) | — | (35,977 | ) | — | |||||
| Income tax benefit (provision) | 353 | (531 | ) | (16,836 | ) | (3,153 | ) | ||||
| Equity in earnings (losses) of unconsolidated affiliates | (2,404 | ) | 1,519 | (14,854 | ) | 4,940 | |||||
| Total other income (expenses) | (57,696 | ) | 10,805 | (224,717 | ) | (46,472 | ) | ||||
| Net income (loss) | (79,018 | ) | 36,810 | (335,529 | ) | (131,721 | ) | ||||
| Net (income) loss attributable to noncontrolling interests in: | |||||||||||
| Operating Partnership | 662 | (3,433 | ) | 19,762 | 23,683 | ||||||
| Other consolidated subsidiaries | 19,052 | (108 | ) | 20,683 | (739 | ) | |||||
| Net income (loss) attributable to the Company | (59,304 | ) | 33,269 | (295,084 | ) | (108,777 | ) | ||||
| Preferred dividends declared | — | — | — | (33,669 | ) | ||||||
| Preferred dividends undeclared | (3,741 | ) | (11,223 | ) | (37,410 | ) | (11,223 | ) | |||
| Net income (loss) attributable to common shareholders | (63,045 | ) | $ | 22,046 | $ | (332,494 | ) | $ | (153,669 | ) | |
| Basic and diluted per share data attributable to common<br> shareholders: | |||||||||||
| Net income (loss) attributable to common shareholders | (0.32 | ) | $ | 0.12 | $ | (1.75 | ) | $ | (0.89 | ) | |
| Weighted-average common and potential dilutive common shares<br> outstanding | 196,429 | 173,578 | 190,277 | 173,445 |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net income (loss) attributable to common shareholders | $ | (63,045 | ) | $ | 22,046 | $ | (332,494 | ) | $ | (153,669 | ) | |
| Noncontrolling interest in loss of Operating Partnership | (662 | ) | 3,433 | (19,762 | ) | (23,683 | ) | |||||
| Depreciation and amortization expense of: | ||||||||||||
| Consolidated properties | 52,988 | 59,308 | 215,030 | 257,746 | ||||||||
| Unconsolidated affiliates | 14,767 | 12,835 | 56,734 | 49,434 | ||||||||
| Non-real estate assets | (625 | ) | (931 | ) | (3,056 | ) | (3,650 | ) | ||||
| Noncontrolling interests' share of depreciation and amortization in other<br><br><br>consolidated subsidiaries | (809 | ) | (1,355 | ) | (3,638 | ) | (8,191 | ) | ||||
| Loss on impairment, net of noncontrolling interest | 48,372 | 37,400 | 195,336 | 239,521 | ||||||||
| (Gain) loss on depreciable property, net of taxes | — | (55,495 | ) | 25 | (77,250 | ) | ||||||
| FFO allocable to Operating Partnership common unitholders | 50,986 | 77,241 | 108,175 | 280,258 | ||||||||
| Prepetition charges ^(1)^ | 3,112 | — | 23,883 | — | ||||||||
| Litigation settlement, net of taxes ^(2)^ | (5,375 | ) | (3,708 | ) | (7,855 | ) | 61,271 | |||||
| Non-cash default interest expense ^(3)^ | 7,684 | 1,146 | 13,096 | 1,688 | ||||||||
| Gain on extinguishment of debt ^(4)^ | (17,114 | ) | — | (32,521 | ) | (71,722 | ) | |||||
| Reorganization items ^(5)^ | 35,977 | — | 35,977 | — | ||||||||
| FFO allocable to Operating Partnership common unitholders, as<br><br><br>adjusted | $ | 75,270 | $ | 74,679 | $ | 140,755 | $ | 271,495 | ||||
| FFO per diluted share | $ | 0.25 | $ | 0.39 | $ | 0.54 | $ | 1.40 | ||||
| FFO, as adjusted, per diluted share | $ | 0.37 | $ | 0.37 | $ | 0.70 | $ | 1.36 | ||||
| Weighted-average common and potential dilutive common shares<br><br><br>outstanding with Operating Partnership units fully converted | 201,690 | 200,201 | 201,586 | 200,169 | ||||||||
| (1) | 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 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. | |||||||||||
| --- | --- | |||||||||||
| (2) | Represents the accrued expense related to the settlement of a class action lawsuit. | |||||||||||
| --- | --- | |||||||||||
| (3) | The three months 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 are in default due to the Company filing voluntary petitions under Chapter 11 of title 11 of the United States Code. The year ended December 31, 2020 includes default interest expense related to Asheville Mall, Burnsville Center, EastGate Mall, Greenbrier Mall, Hickory Point Mall and Park Plaza. The three months ended December 31, 2019 includes default interest expense related to Greenbrier Mall and Hickory Point Mall. The year ended December 31, 2019 includes default interest expense related to Acadiana Mall, Cary Towne Center, Greenbrier Mall and Hickory Point Mall. | |||||||||||
| --- | --- | |||||||||||
| (4) | The three months and year ended December 31, 2020 include a gain on extinguishment of debt related to the non-recourse loan secured by Burnsville Center, which was conveyed to the lender. The year ended December 31, 2020 includes a gain on extinguishment of debt related to the non-recourse loan secured by Hickory Point Mall, which was conveyed to the lender in the third quarter of 2020. The 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 in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019. | |||||||||||
| --- | --- | |||||||||||
| (5) | Represents 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, as well as unamortized deferred financing costs and unamortized debt discounts expensed in accordance with ASC 852. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
The reconciliation of diluted EPS to FFO per diluted share is as follows:
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Diluted EPS attributable to common shareholders | $ | (0.32 | ) | $ | 0.12 | $ | (1.75 | ) | $ | (0.89 | ) | |
| Eliminate amounts per share excluded from FFO: | ||||||||||||
| Depreciation and amortization expense, including amounts from<br><br><br>consolidated properties, unconsolidated affiliates, non-real estate<br><br><br>assets and excluding amounts allocated to noncontrolling<br><br><br>interests | 0.33 | 0.35 | 1.32 | 1.48 | ||||||||
| Loss on impairment, net of noncontrolling interest | 0.24 | 0.19 | 0.97 | 1.19 | ||||||||
| Gain on depreciable property, net of taxes | — | (0.27 | ) | — | (0.38 | ) | ||||||
| FFO per diluted share | $ | 0.25 | $ | 0.39 | $ | 0.54 | $ | 1.40 |
The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| FFO allocable to Operating Partnership common unitholders | $ | 50,986 | $ | 77,241 | $ | 108,175 | $ | 280,258 | ||||
| Percentage allocable to common shareholders ^(1)^ | 97.39 | % | 86.70 | % | 94.39 | % | 86.65 | % | ||||
| FFO allocable to common shareholders | $ | 49,655 | $ | 66,968 | $ | 102,107 | $ | 242,844 | ||||
| FFO allocable to Operating Partnership common unitholders, as<br><br><br>adjusted | $ | 75,270 | $ | 74,679 | $ | 140,755 | $ | 271,495 | ||||
| Percentage allocable to common shareholders ^(1)^ | 97.39 | % | 86.70 | % | 94.39 | % | 86.65 | % | ||||
| FFO allocable to common shareholders, as adjusted | $ | 73,306 | $ | 64,747 | $ | 132,859 | $ | 235,250 | ||||
| (1) | Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 13. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||||||||
| Lease termination fees | $ | 2,701 | $ | 856 | $ | 6,076 | $ | 3,794 | ||||
| Per share | $ | 0.01 | $ | — | $ | 0.03 | $ | 0.02 | ||||
| Straight-line rental income adjustment | $ | 718 | $ | 1,517 | $ | (1,254 | ) | $ | 3,819 | |||
| Per share | $ | — | $ | 0.01 | $ | (0.01 | ) | $ | 0.02 | |||
| Gain on outparcel sales, net of taxes | $ | 1,988 | $ | 3,021 | $ | 4,721 | $ | 5,915 | ||||
| Per share, net of taxes | $ | 0.01 | $ | 0.02 | $ | 0.02 | $ | 0.03 | ||||
| Net amortization of acquired above- and below-market leases | $ | 28 | $ | 930 | $ | 1,369 | $ | 2,962 | ||||
| Per share | $ | — | $ | — | $ | 0.01 | $ | 0.01 | ||||
| Net amortization of debt premiums and discounts | $ | 118 | $ | 334 | $ | 1,158 | $ | 1,316 | ||||
| Per share | $ | — | $ | — | $ | 0.01 | $ | 0.01 | ||||
| Income tax benefit (provision) | $ | 353 | $ | (531 | ) | $ | (16,836 | ) | $ | (3,153 | ) | |
| Per share | $ | — | $ | — | $ | (0.08 | ) | $ | (0.02 | ) | ||
| Gain on extinguishment of debt | $ | 17,114 | $ | — | $ | 32,521 | $ | 71,722 | ||||
| Per share | $ | 0.08 | $ | — | $ | 0.16 | $ | 0.36 | ||||
| Non-cash default interest expense (property-level loans) | $ | (7,684 | ) | $ | (1,146 | ) | $ | (13,096 | ) | $ | (1,688 | ) |
| Per share | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | (0.01 | ) |
| Abandoned projects expense | $ | (553 | ) | $ | (50 | ) | $ | (953 | ) | $ | (91 | ) |
| Per share | $ | — | $ | — | $ | — | $ | — | ||||
| Interest capitalized | $ | 424 | $ | 692 | $ | 1,954 | $ | 2,661 | ||||
| Per share | $ | — | $ | — | $ | 0.01 | $ | 0.01 | ||||
| Litigation settlement, net of taxes | $ | 5,375 | $ | 3,708 | $ | 7,855 | $ | (61,271 | ) | |||
| Per share, net of taxes | $ | 0.03 | $ | 0.02 | $ | 0.04 | $ | (0.31 | ) | |||
| Incremental credit facility interest expense related to imposition of default rate | $ | (6,705 | ) | $ | — | $ | (26,022 | ) | $ | — | ||
| Per share | $ | (0.03 | ) | $ | — | $ | (0.13 | ) | $ | — | ||
| Prepetition charges | $ | (3,112 | ) | $ | — | $ | (23,883 | ) | $ | — | ||
| Per share | $ | (0.02 | ) | $ | — | $ | (0.12 | ) | $ | — | ||
| Estimate of uncollectable revenues | $ | 6,040 | $ | (2,478 | ) | $ | (49,329 | ) | $ | (3,891 | ) | |
| Per share | $ | 0.03 | $ | (0.01 | ) | $ | (0.24 | ) | $ | (0.02 | ) | |
| As of December 31, | ||||||||||||
| 2020 | 2019 | |||||||||||
| Straight-line rent receivable | $ | 53,157 | $ | 47,507 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
Same-center Net Operating Income
(Dollars in thousands)
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net income (loss) | $ | (79,018 | ) | $ | 36,810 | $ | (335,529 | ) | $ | (131,721 | ) | |
| Adjustments: | ||||||||||||
| Depreciation and amortization | 52,988 | 59,308 | 215,030 | 257,746 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 14,767 | 12,835 | 56,734 | 49,434 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other<br><br><br>consolidated subsidiaries | (809 | ) | (1,355 | ) | (3,638 | ) | (8,191 | ) | ||||
| Interest expense | 39,903 | 49,266 | 200,663 | 206,261 | ||||||||
| Interest expense from unconsolidated affiliates | 8,974 | 7,204 | 32,975 | 27,046 | ||||||||
| Noncontrolling interests' share of interest expense in other consolidated<br><br><br>subsidiaries | (603 | ) | (1,112 | ) | (2,329 | ) | (6,156 | ) | ||||
| Abandoned projects expense | 553 | 50 | 952 | 91 | ||||||||
| Gain on sales of real estate assets | (1,988 | ) | (2,463 | ) | (4,696 | ) | (16,274 | ) | ||||
| Gain on sales of real estate assets of unconsolidated affiliates | — | — | — | (627 | ) | |||||||
| Gain on investments/deconsolidation | — | (56,068 | ) | — | (67,242 | ) | ||||||
| Gain on extinguishment of debt | (17,114 | ) | — | (32,521 | ) | (71,722 | ) | |||||
| Loss on impairment, net of noncontrolling interest | 48,372 | 37,400 | 195,336 | 239,521 | ||||||||
| Litigation settlement | (5,375 | ) | (3,708 | ) | (7,855 | ) | 61,754 | |||||
| Prepetition charges | 3,112 | — | 23,883 | — | ||||||||
| Reorganization items | 35,977 | — | 35,977 | — | ||||||||
| Income tax benefit (provision) | (353 | ) | 531 | 16,836 | 3,153 | |||||||
| Lease termination fees | (2,701 | ) | (856 | ) | (6,076 | ) | (3,794 | ) | ||||
| Straight-line rent and above- and below-market lease amortization | (746 | ) | (2,447 | ) | (115 | ) | (6,781 | ) | ||||
| Net (income) loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 19,052 | (108 | ) | 20,683 | (739 | ) | ||||||
| General and administrative expenses | 12,136 | 15,280 | 53,425 | 64,181 | ||||||||
| Management fees and non-property level revenues | (3,723 | ) | (3,171 | ) | (13,467 | ) | (12,202 | ) | ||||
| Operating Partnership's share of property NOI | 123,404 | 147,396 | 446,268 | 583,738 | ||||||||
| Non-comparable NOI | (6,707 | ) | (10,190 | ) | (25,935 | ) | (48,392 | ) | ||||
| Total same-center NOI ^(1)^ | $ | 116,697 | $ | 137,206 | $ | 420,333 | $ | 535,346 | ||||
| Total same-center NOI percentage change | (14.9 | )% | (21.5 | )% |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
Same-center Net Operating Income
(Continued)
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||
| Malls | $ | 102,136 | $ | 122,583 | $ | 365,949 | $ | 476,607 | ||
| Associated centers | 7,812 | 8,110 | 29,055 | 32,720 | ||||||
| Community centers | 5,450 | 5,448 | 20,536 | 21,722 | ||||||
| Offices and other | 1,299 | 1,065 | 4,793 | 4,297 | ||||||
| Total same-center NOI ^(1)^ | $ | 116,697 | $ | 137,206 | $ | 420,333 | $ | 535,346 | ||
| Percentage Change: | ||||||||||
| Malls | (16.7 | )% | (23.2 | )% | ||||||
| Associated centers | (3.7 | )% | (11.2 | )% | ||||||
| Community centers | — | % | (5.5 | )% | ||||||
| Offices and other | 22.0 | % | 11.5 | % | ||||||
| Total same-center NOI ^(1)^ | (14.9 | )% | (21.5 | )% | ||||||
| (1) | CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of December 31, 2020, 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, 2020. 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
As of December 31, 2020 and 2019
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
| As of December 31, 2020 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | Total | |||||||||||||
| Consolidated debt ^(1)^ | $ | 2,495,203 | $ | 1,182,737 | $ | 3,677,940 | $ | (3,433 | ) | ^(2)^ | $ | 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 | % | ^(3)^ | 6.14 | % | ||||||||||
| As of December 31, 2019 | |||||||||||||||||
| 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 | Total | |||||||||||||
| Consolidated debt | $ | 2,695,888 | $ | 847,275 | $ | 3,543,163 | $ | (16,148 | ) | $ | 3,527,015 | ||||||
| Noncontrolling interests' share of consolidated debt | (30,658 | ) | — | (30,658 | ) | 318 | (30,340 | ) | |||||||||
| Company's share of unconsolidated affiliates' debt | 633,243 | 104,408 | 737,651 | (2,851 | ) | 734,800 | |||||||||||
| Company's share of consolidated and unconsolidated debt | $ | 3,298,473 | $ | 951,683 | $ | 4,250,156 | $ | (18,681 | ) | $ | 4,231,475 | ||||||
| Weighted-average interest rate | 5.10 | % | 4.00 | % | 4.85 | % | |||||||||||
| (1) | Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of December 31, 2020. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (2) | Unamortized deferred financing costs amounting to $3,106 and $2,099 for certain consolidated and unconsolidated property-level, non-recourse mortgage loans, respectively, 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. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (3) | Includes the 9.50% post default rate on our secured credit facility. | ||||||||||||||||
| --- | --- |
Total Market Capitalization as of December 31, 2020
(In thousands, except stock price)
| Shares<br><br><br>Outstanding | Stock<br><br><br>Price ^(1)^ | |||
|---|---|---|---|---|
| Common stock and operating partnership units | 201,688 | $ | 0.04 | |
| 7.375% Series D Cumulative Redeemable Preferred Stock | 1,815 | 250.00 | ||
| 6.625% Series E Cumulative Redeemable Preferred Stock | 690 | 250.00 | ||
| (1) | Stock price for common stock and Operating Partnership units equals the closing price of the common stock on December 31, 2020. The stock prices for the preferred stocks represent the liquidation preference of each respective series. | |||
| --- | --- |
Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| Basic | Diluted | Basic | Diluted | |||||
| 2020: | ||||||||
| Weighted-average shares - EPS | 196,429 | 196,429 | 190,277 | 190,277 | ||||
| Weighted-average Operating Partnership units | 5,261 | 5,261 | 11,309 | 11,309 | ||||
| Weighted-average shares - FFO | 201,690 | 201,690 | 201,586 | 201,586 | ||||
| 2019: | ||||||||
| Weighted-average shares - EPS | 173,578 | 173,578 | 173,445 | 173,445 | ||||
| Weighted-average Operating Partnership units | 26,623 | 26,623 | 26,724 | 26,724 | ||||
| Weighted-average shares - FFO | 200,201 | 200,201 | 200,169 | 200,169 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020 and 2019
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| December 31,<br><br><br>2019 | |||||
| ASSETS | |||||
| Real estate assets: | |||||
| Land | 695,711 | $ | 730,218 | ||
| Buildings and improvements | 5,135,074 | 5,631,831 | |||
| 5,830,785 | 6,362,049 | ||||
| Accumulated depreciation | (2,241,421 | ) | (2,349,404 | ) | |
| 3,589,364 | 4,012,645 | ||||
| Developments in progress | 28,327 | 49,351 | |||
| Net investment in real estate assets | 3,617,691 | 4,061,996 | |||
| Cash and cash equivalents | 61,781 | 32,816 | |||
| Available-for-sale securities - at fair value (amortized cost of 233,053 in 2020) | 233,071 | — | |||
| Receivables: | |||||
| Tenant | 103,655 | 75,252 | |||
| Other | 5,958 | 10,792 | |||
| Mortgage and other notes receivable | 2,337 | 4,662 | |||
| Investments in unconsolidated affiliates | 279,355 | 307,354 | |||
| Intangible lease assets and other assets | 139,892 | 129,474 | |||
| 4,443,740 | $ | 4,622,346 | |||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||
| Mortgage and other indebtedness, net | 1,184,831 | $ | 3,527,015 | ||
| Accounts payable and accrued liabilities | 173,387 | 231,306 | |||
| Total liabilities not subject to compromise | 1,358,218 | 3,758,321 | |||
| Liabilities subject to compromise | 2,551,490 | — | |||
| Commitments and contingencies | |||||
| Redeemable noncontrolling interests | (265 | ) | 2,160 | ||
| Shareholders' equity: | |||||
| Preferred stock, .01 par value, 15,000,000 shares authorized: | |||||
| 7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares<br> outstanding | 18 | 18 | |||
| 6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares<br> outstanding | 7 | 7 | |||
| Common stock, .01 par value, 350,000,000 shares authorized, 196,569,917 and<br> 174,115,111 issued and outstanding in 2020 and 2019, respectively | 1,966 | 1,741 | |||
| Additional paid-in capital | 1,986,269 | 1,965,897 | |||
| Accumulated other comprehensive income | 18 | — | |||
| Dividends in excess of cumulative earnings | (1,456,435 | ) | (1,161,351 | ) | |
| Total shareholders' equity | 531,843 | 806,312 | |||
| Noncontrolling interests | 2,454 | 55,553 | |||
| Total equity | 534,297 | 861,865 | |||
| 4,443,740 | $ | 4,622,346 |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020 and 2019
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
| December 31, 2020 | December 31, 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS: | ||||||||||||
| Investment in real estate assets | $ | 2,346,124 | $ | 2,293,438 | ||||||||
| Accumulated depreciation | (862,435 | ) | (803,909 | ) | ||||||||
| 1,483,689 | 1,489,529 | |||||||||||
| Developments in progress | 28,138 | 46,503 | ||||||||||
| Net investment in real estate assets | 1,511,827 | 1,536,032 | ||||||||||
| Other assets | 174,966 | 154,427 | ||||||||||
| Total assets | $ | 1,686,793 | $ | 1,690,459 | ||||||||
| LIABILITIES: | ||||||||||||
| Mortgage and other indebtedness, net | $ | 1,439,454 | $ | 1,417,644 | ||||||||
| Other liabilities | 45,280 | 41,007 | ||||||||||
| Total liabilities | 1,484,734 | 1,458,651 | ||||||||||
| OWNERS' EQUITY: | ||||||||||||
| The Company | 132,350 | 149,376 | ||||||||||
| Other investors | 69,709 | 82,432 | ||||||||||
| Total owners' equity | 202,059 | 231,808 | ||||||||||
| Total liabilities and owners’ equity | $ | 1,686,793 | $ | 1,690,459 | ||||||||
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Total revenues | $ | 59,191 | $ | 58,548 | $ | 213,319 | $ | 221,512 | ||||
| Depreciation and amortization | (23,516 | ) | (20,795 | ) | (91,578 | ) | (87,193 | ) | ||||
| Operating expenses | (19,637 | ) | (18,351 | ) | (73,754 | ) | (67,784 | ) | ||||
| Interest and other income | 335 | 400 | 1,998 | 1,555 | ||||||||
| Interest expense | (16,893 | ) | (13,477 | ) | (62,644 | ) | (55,727 | ) | ||||
| Gain on extinguishment of debt | — | — | — | 83,635 | ||||||||
| Gain on sales of real estate assets | — | — | — | 630 | ||||||||
| Net income (loss) | $ | (520 | ) | $ | 6,325 | $ | (12,659 | ) | $ | 96,628 | ||
| Company's Share for the | Company's Share for the | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Total revenues | $ | 31,470 | $ | 30,806 | $ | 112,348 | $ | 113,500 | ||||
| Depreciation and amortization | (14,767 | ) | (12,835 | ) | (56,734 | ) | (49,434 | ) | ||||
| Operating expenses | (10,367 | ) | (9,545 | ) | (38,849 | ) | (33,780 | ) | ||||
| Interest and other income | 234 | 297 | 1,356 | 1,073 | ||||||||
| Interest expense | (8,974 | ) | (7,204 | ) | (32,975 | ) | (27,046 | ) | ||||
| Gain on sales of real estate assets | — | — | — | 627 | ||||||||
| Net income (loss) | $ | (2,404 | ) | $ | 1,519 | $ | (14,854 | ) | $ | 4,940 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
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 or loss on extinguishment of debt and litigation settlement, net of taxes.
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)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net income (loss) | $ | (79,018 | ) | $ | 36,810 | $ | (335,529 | ) | $ | (131,721 | ) | |
| Depreciation and amortization | 52,988 | 59,308 | 215,030 | 257,746 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 14,767 | 12,835 | 56,734 | 49,434 | ||||||||
| Interest expense | 39,903 | 49,266 | 200,663 | 206,261 | ||||||||
| Interest expense from unconsolidated affiliates | 8,974 | 7,204 | 32,975 | 27,046 | ||||||||
| Income taxes | (101 | ) | 662 | 17,163 | 3,911 | |||||||
| Loss on impairment | 66,394 | 37,400 | 213,358 | 239,521 | ||||||||
| (Gain) loss on depreciable property | — | 584 | 25 | (10,125 | ) | |||||||
| Gain on investments/deconsolidation | — | (56,068 | ) | — | (67,242 | ) | ||||||
| EBITDAre ^(1)^ | 103,907 | 148,001 | 400,419 | 574,831 | ||||||||
| Gain on extinguishment of debt | (17,114 | ) | — | (32,521 | ) | (71,722 | ) | |||||
| Litigation settlement | (5,375 | ) | (3,708 | ) | (7,855 | ) | 61,754 | |||||
| Abandoned projects | 552 | 50 | 952 | 91 | ||||||||
| Net (income) loss attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | 19,052 | (108 | ) | 20,683 | (739 | ) | ||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | (809 | ) | (1,355 | ) | (3,638 | ) | (8,191 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (603 | ) | (1,112 | ) | (2,329 | ) | (6,156 | ) | ||||
| Company's share of Adjusted EBITDAre | $ | 99,610 | $ | 141,768 | $ | 375,711 | $ | 549,868 | ||||
| (1) | Includes $1,988 and $3,043 for the three months ended December 31, 2020 and 2019, respectively, and $4,721 and $6,565 for the twelve months ended December 31, 2020 and 2019, respectively, related to sales of non-depreciable real estate assets. | |||||||||||
| --- | --- | |||||||||||
| Interest Expense: | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest expense | $ | 39,903 | $ | 49,266 | $ | 200,663 | $ | 206,261 | ||||
| Interest expense from unconsolidated affiliates | 8,974 | 7,204 | 32,975 | 27,046 | ||||||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | (603 | ) | (1,112 | ) | (2,329 | ) | (6,156 | ) | ||||
| Company's share of interest expense | $ | 48,274 | $ | 55,358 | $ | 231,309 | $ | 227,151 | ||||
| Ratio of Adjusted EBITDAre to Interest Expense | 2.1 | x | 2.6 | x | 1.6 | x | 2.4 | x | ||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Company's share of Adjusted EBITDAre | $ | 99,610 | $ | 141,768 | $ | 375,711 | $ | 549,868 | ||||
| Interest expense | (39,903 | ) | (49,266 | ) | (200,663 | ) | (206,261 | ) | ||||
| Noncontrolling interests' share of interest expense in other<br><br><br>consolidated subsidiaries | 603 | 1,112 | 2,329 | 6,156 | ||||||||
| Reorganization items (non-cash) | 25,294 | — | 25,294 | — | ||||||||
| Income taxes | 101 | (662 | ) | (17,163 | ) | (3,911 | ) | |||||
| Net amortization of deferred financing costs, debt premiums and<br><br><br>discounts | 1,536 | 1,988 | 8,764 | 8,316 | ||||||||
| Net amortization of intangible lease assets and liabilities | 145 | (597 | ) | (574 | ) | (1,809 | ) | |||||
| Depreciation and interest expense from unconsolidated affiliates | (23,741 | ) | (20,039 | ) | (89,709 | ) | (76,480 | ) | ||||
| Litigation settlement | 5,375 | 3,708 | 7,855 | (61,754 | ) | |||||||
| Noncontrolling interests' share of depreciation and amortization in<br><br><br>other consolidated subsidiaries | 809 | 1,355 | 3,638 | 8,191 | ||||||||
| Net income (loss) attributable to noncontrolling interests in other<br><br><br>consolidated subsidiaries | (19,052 | ) | 108 | (20,683 | ) | 739 | ||||||
| Gain on outparcel sales | (1,988 | ) | (3,047 | ) | (4,721 | ) | (6,149 | ) | ||||
| Gain on insurance proceeds | — | (41 | ) | (1,644 | ) | (462 | ) | |||||
| Equity in earnings (losses) of unconsolidated affiliates | 2,404 | (1,519 | ) | 14,854 | (4,940 | ) | ||||||
| Distributions of earnings from unconsolidated affiliates | 3,963 | 6,016 | 10,093 | 21,651 | ||||||||
| Share-based compensation expense | 729 | 945 | 5,819 | 4,783 | ||||||||
| Change in estimate of uncollectable revenues | (6,040 | ) | 1,959 | 49,329 | 3,463 | |||||||
| Change in deferred tax assets | (1,038 | ) | 1,642 | 14,558 | 2,668 | |||||||
| Changes in operating assets and liabilities | 25,366 | (37,265 | ) | (49,722 | ) | 29,339 | ||||||
| Cash flows provided by operating activities | $ | 74,173 | $ | 48,165 | $ | 133,365 | $ | 273,408 |
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.
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Minimum rents | $ | 107,888 | $ | 130,359 | $ | 446,980 | $ | 529,853 | |||
| Percentage rents | 1,967 | 4,867 | 5,065 | 12,664 | |||||||
| Other rents | 459 | 3,892 | 1,741 | 10,560 | |||||||
| Tenant reimbursements | 32,051 | 42,731 | 148,518 | 187,265 | |||||||
| Estimate of uncollectable amounts | 6,223 | (1,960 | ) | (48,240 | ) | (3,464 | ) | ||||
| Total rental revenues | $ | 148,588 | $ | 179,889 | $ | 554,064 | $ | 736,878 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
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)^ | Beaumont, TX | Mar-21 | 5.85 | % | 74,406 | 74,406 | — | ||||||||||||
| EastGate Mall ^(1)^ | Cincinnati, OH | Apr-21 | 5.83 | % | 31,181 | 31,181 | — | ||||||||||||
| Hamilton Crossing & Expansion ^(2)^ | Chattanooga, TN | Apr-21 | 5.99 | % | 8,205 | 8,205 | — | ||||||||||||
| Park Plaza ^(1)^ | Little Rock, AR | Apr-21 | 5.28 | % | 76,805 | 76,805 | — | ||||||||||||
| Fayette Mall ^(2)^ | Lexington, KY | May-21 | 5.42 | % | 141,393 | 141,393 | — | ||||||||||||
| The Outlet Shoppes at Laredo ^(2)^ | Laredo, TX | May-21 | 5.80 | % | 40,600 | — | 40,600 | ||||||||||||
| Alamance Crossing ^(2)^ | Burlington, NC | Jul-21 | 5.83 | % | 43,563 | 43,563 | — | ||||||||||||
| Asheville Mall ^(1)^ | Asheville, NC | Sep-21 | 5.80 | % | 62,121 | 62,121 | — | ||||||||||||
| Brookfield Square Anchor Redevelopment ^(2)^ | Brookfield, WI | Oct-21 | Oct-22 | ^(3)^ | 3.05 | % | 27,461 | — | 27,461 | ||||||||||
| Cross Creek Mall | Fayetteville, NC | Jan-22 | 4.54 | % | 106,883 | 106,883 | — | ||||||||||||
| Northwoods Mall ^(2)^ | North Charleston, SC | Apr-22 | 5.08 | % | 62,284 | 62,284 | — | ||||||||||||
| Arbor Place ^(2)^ | Atlanta (Douglasville), GA | May-22 | 5.10 | % | 104,384 | 104,384 | — | ||||||||||||
| CBL Center | Chattanooga, TN | Jun-22 | 5.00 | % | 16,182 | 16,182 | — | ||||||||||||
| Southpark Mall ^(2)^ | Colonial Heights, VA | Jun-22 | 4.85 | % | 57,039 | 57,039 | — | ||||||||||||
| WestGate Mall ^(2)^ | Spartanburg, SC | Jul-22 | 4.99 | % | 31,578 | 31,578 | — | ||||||||||||
| Volusia Mall ^(2)^ | Daytona Beach, FL | May-24 | 4.56 | % | 46,510 | 46,510 | — | ||||||||||||
| The Outlet Shoppes at Gettysburg ^(2)^ | Gettysburg, PA | Oct-25 | 4.80 | % | 36,774 | 36,774 | — | ||||||||||||
| Jefferson Mall ^(2)^ | Louisville, KY | Jun-26 | 4.75 | % | 60,852 | 60,852 | — | ||||||||||||
| Hamilton Place ^(2)^ | Chattanooga, TN | Jun-26 | 4.36 | % | 98,396 | 98,396 | — | ||||||||||||
| Total Loans On Operating<br><br><br>Properties | 1,188,264 | 1,120,203 | 68,061 | ||||||||||||||||
| Weighted-average interest rate | 5.10 | % | 5.12 | % | 4.69 | % | |||||||||||||
| Operating Partnership Debt: | |||||||||||||||||||
| Secured credit facility: ^(4)^ | |||||||||||||||||||
| Secured line of credit (drawn to capacity) | Jul-23 | 9.50 | % | 675,926 | ^^ | — | 675,926 | ||||||||||||
| Secured term loan | Jul-23 | 9.50 | % | 438,750 | ^^ | — | 438,750 | ||||||||||||
| Senior unsecured notes: ^(5)^ | |||||||||||||||||||
| Senior unsecured 5.25% notes | Dec-23 | 5.25 | % | 450,000 | 450,000 | — | |||||||||||||
| Senior unsecured 4.60% notes | Oct-24 | 4.60 | % | 300,000 | 300,000 | — | |||||||||||||
| Senior unsecured 5.95% notes | Dec-26 | 5.95 | % | 625,000 | 625,000 | — | |||||||||||||
| SUBTOTAL | 1,375,000 | 1,375,000 | — | ||||||||||||||||
| Total Consolidated Debt | $ | 3,677,940 | ^(6)^ | $ | 2,495,203 | $ | 1,182,737 | ||||||||||||
| Weighted-average interest rate | 6.56 | % | 5.29 | % | 9.22 | % | |||||||||||||
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | |||||||||||||||||||
| Ambassador Town Center Infrastructure Improvements ^(2)^ | Lafayette, LA | Jan-21 | 3.74 | % | $ | 9,360 | ^(7)^ | $ | 9,360 | $ | — | ||||||||
| 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 | ||||||||||||||||||
| Hammock Landing - Phase I ^(2)^ | West Melbourne, FL | Feb-21 | Feb-23 | 5.40 | % | 20,088 | ^(8)^ | — | 20,088 | ||||||||||
| Hammock Landing - Phase II ^(2)^ | West Melbourne, FL | Feb-21 | Feb-23 | 5.40 | % | 7,211 | ^(8)^ | — | 7,211 | ||||||||||
| The Pavilion at Port Orange ^(2)^ | Port Orange, FL | Feb-21 | Feb-23 | 5.40 | % | 26,617 | ^(8)^ | — | 26,617 | ||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | Oct-21 | Oct-22 | 2.90 | % | 17,293 | ^^ | — | 17,293 | ||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Oct-21 | 3.64 | % | 8,872 | — | 8,872 | ||||||||||||
| Springs at Port Orange | Port Orange, FL | Dec-21 | 2.50 | % | 15,889 | — | 15,889 | ||||||||||||
| York Town Center ^(2)^ | York, PA | Feb-22 | 4.90 | % | 14,952 | 14,952 | — | ||||||||||||
| York Town Center - Pier 1 ^(2)^ | York, PA | Feb-22 | 2.90 | % | 578 | — | 578 | ||||||||||||
| Eastgate Mall Self Storage ^(2)^ | Cincinnati, OH | Dec-22 | 2.90 | % | 3,250 | — | 3,250 | ||||||||||||
| West County Center ^(2)^ | Des Peres, MO | Dec-22 | 3.40 | % | 85,316 | 85,316 | — | ||||||||||||
| Friendly Shopping Center ^(2)^ | Greensboro, NC | Apr-23 | 3.48 | % | 45,206 | 45,206 | — | ||||||||||||
| Mid Rivers Mall Self Storage ^(2)^ | St. Peters, MO | Apr-23 | 2.90 | % | 2,948 | — | 2,948 | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 30,000 | 30,000 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-23 | 3.22 | % | 27,725 | ^(9)^ | 27,725 | — | |||||||||||
| The Outlet Shoppes at Atlanta ^(2)^ | Woodstock, GA | Nov-23 | 4.90 | % | 35,037 | ^^ | 35,037 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II ^(2)^ | Woodstock, GA | Nov-23 | 3.00 | % | 4,601 | ^^ | — | 4,601 | |||||||||||
| Parkdale Mall Self Storage ^(2)^ | Beaumont, TX | Jul-24 | 5.25 | % | 6,160 | — | 6,160 | ||||||||||||
| Coastal Grand ^(2)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 53,373 | 53,373 | — | ||||||||||||
| Coastal Grand Outparcel ^(2)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 2,575 | 2,575 | — | ||||||||||||
| Hamilton Place Self Storage ^(2)^ | Chattanooga, TN | Sep-24 | 2.90 | % | 3,545 | — | 3,545 | ||||||||||||
| Coastal Grand - Dick's Sporting Goods ^(2)^ | Myrtle Beach, SC | Nov-24 | 5.05 | % | 3,406 | 3,406 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 2.60 | % | 4,680 | — | 4,680 | ||||||||||||
| The Outlet Shoppes of the Bluegrass ^(2)^ | Simpsonville, KY | Dec-24 | 4.05 | % | 34,245 | 34,245 | — | ||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 131,486 | 131,486 | — | ||||||||||||
| Fremaux Town Center ^(2)^ | Slidell, LA | Jun-26 | 3.70 | % | 41,917 | 41,917 | — | ||||||||||||
| CoolSprings Galleria ^(2)^ | Nashville, TN | May-28 | 4.84 | % | 74,339 | 74,339 | — | ||||||||||||
| The Outlet Shoppes at El Paso ^(2)^ | El Paso, TX | Oct-28 | 5.10 | % | 36,288 | 36,288 | — | ||||||||||||
| SUBTOTAL | 746,957 | ^(6)^ | 625,225 | 121,732 | |||||||||||||||
| Less Noncontrolling Interests'<br><br><br>Share Of Consolidated Debt: | |||||||||||||||||||
| Hamilton Crossing & Expansion ^(2)^ | Chattanooga, TN | 8 | % | Apr-21 | 5.99 | % | (656 | ) | (656 | ) | — | ||||||||
| CBL Center | Chattanooga, TN | 8 | % | Jun-22 | 5.00 | % | (1,294 | ) | (1,294 | ) | — | ||||||||
| The Outlet Shoppes at Gettysburg ^(2)^ | Gettysburg, PA | 50 | % | Oct-25 | 4.80 | % | (18,387 | ) | (18,387 | ) | — | ||||||||
| Hamilton Place ^(2)^ | Chattanooga, TN | 10 | % | Jun-26 | 4.36 | % | (9,840 | ) | (9,840 | ) | — | ||||||||
| (30,177 | ) | ^(6)^ | (30,177 | ) | — | ||||||||||||||
| Company's Share Of Consolidated And Unconsolidated Debt | $ | 4,394,720 | ^(6)^ | $ | 3,090,251 | $ | 1,304,469 | ||||||||||||
| Weighted-average interest rate | 6.14 | % | 5.04 | % | 8.75 | % | |||||||||||||
| Total Debt of Unconsolidated Affiliates: | |||||||||||||||||||
| Ambassador Town Center Infrastructure Improvements ^(2)^ | Lafayette, LA | Jan-21 | 3.74 | % | $ | 9,360 | ^(7)^ | $ | 9,360 | $ | — | ||||||||
| Hammock Landing - Phase I ^(2)^ | West Melbourne, FL | Feb-21 | Feb-23 | 5.40 | % | 40,177 | ^(8)^ | — | 40,177 | ||||||||||
| Hammock Landing - Phase II ^(2)^ | West Melbourne, FL | Feb-21 | Feb-23 | 5.40 | % | 14,423 | ^(8)^ | — | 14,423 | ||||||||||
| The Pavilion at Port Orange ^(2)^ | Port Orange, FL | Feb-21 | Feb-23 | 5.40 | % | 53,233 | ^(8)^ | — | 53,233 | ||||||||||
| 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 Shoppes at Eagle Point | Cookeville, TN | Oct-21 | Oct-22 | 2.90 | % | 34,585 | ^^ | — | 34,585 | ||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Oct-21 | 3.64 | % | 8,872 | — | 8,872 | ||||||||||||
| Springs at Port Orange | Port Orange, FL | Dec-21 | 2.50 | % | 36,527 | — | 36,527 | ||||||||||||
| York Town Center ^(2)^ | York, PA | Feb-22 | 4.90 | % | 29,904 | 29,904 | — | ||||||||||||
| York Town Center - Pier 1 ^(2)^ | York, PA | Feb-22 | 2.90 | % | 1,157 | — | 1,157 | ||||||||||||
| Eastgate Mall Self Storage ^(2)^ | Cincinnati, OH | Dec-22 | 2.90 | % | 6,500 | — | 6,500 | ||||||||||||
| West County Center ^(2)^ | Des Peres, MO | Dec-22 | 3.40 | % | 170,632 | 170,632 | — | ||||||||||||
| Friendly Shopping Center ^(2)^ | Greensboro, NC | Apr-23 | 3.48 | % | 90,412 | 90,412 | — | ||||||||||||
| Mid Rivers Mall Self Storage ^(2)^ | St. Peters, MO | Apr-23 | 2.90 | % | 5,896 | — | 5,896 | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 60,000 | 60,000 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-23 | 3.22 | % | 42,654 | ^(9)^ | 42,654 | — | |||||||||||
| The Outlet Shoppes at Atlanta ^(2)^ | Woodstock, GA | Nov-23 | 4.90 | % | 70,074 | ^^ | 70,074 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II ^(2)^ | Woodstock, GA | Nov-23 | 3.00 | % | 4,601 | ^^ | — | 4,601 | |||||||||||
| Parkdale Mall Self Storage ^(2)^ | Beaumont, TX | Jul-24 | 5.25 | % | 6,160 | — | 6,160 | ||||||||||||
| Coastal Grand ^(2)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 106,746 | 106,746 | — | ||||||||||||
| Coastal Grand Outparcel ^(2)^ | Myrtle Beach, SC | Aug-24 | 4.09 | % | 5,151 | 5,151 | — | ||||||||||||
| Hamilton Place Self Storage ^(2)^ | Chattanooga, TN | Sep-24 | 2.90 | % | 6,564 | — | 6,564 | ||||||||||||
| Coastal Grand - Dick's Sporting Goods ^(2)^ | Myrtle Beach, SC | Nov-24 | 5.05 | % | 6,811 | 6,811 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 2.60 | % | 9,360 | — | 9,360 | ||||||||||||
| The Outlet Shoppes of the Bluegrass ^(2)^ | Simpsonville, KY | Dec-24 | 4.05 | % | 68,491 | 68,491 | — | ||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 262,971 | 262,971 | — | ||||||||||||
| Fremaux Town Center ^(2)^ | Slidell, LA | Jun-26 | 3.70 | % | 64,487 | 64,487 | — | ||||||||||||
| CoolSprings Galleria ^(2)^ | Nashville, TN | May-28 | 4.84 | % | 148,678 | 148,678 | — | ||||||||||||
| The Outlet Shoppes at El Paso ^(2)^ | El Paso, TX | Oct-28 | 5.10 | % | 72,575 | 72,575 | — | ||||||||||||
| $ | 1,437,001 | $ | 1,208,946 | $ | 228,055 | ||||||||||||||
| Weighted-average interest rate | 4.06 | % | 4.05 | % | 4.10 | % | |||||||||||||
| (1) | The loan is in default. The Company is in discussion with the lender. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | 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 constituted an event of default with respect to the loan. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | The Company is in discussions with the lender regarding the ability to exercise the extension option as a result of the Company filing for bankruptcy. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at December 31, 2020 was 9.50%. In accordance with ASC 852, Reorganizations, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility subsequent 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. In accordance with ASC 852, unamortized deferred financing costs of $4,098, previously included in mortgage and other indebtedness, net in the Company’s consolidated balance sheets, related to the secured term loan were charged to reorganization items in the accompanying consolidated statement of operations as part of the Company’s reorganization. Additionally, unamortized deferred financing costs amounting to $6,965, previously included in intangible lease assets and other assets in the Company’s consolidated balance sheets, related to the secured line of credit were charged to reorganization items in the accompanying consolidated statement of operations as part of the Company’s reorganization. The outstanding amount of the secured credit facility is included in liabilities subject to compromise in the Company’s consolidated balance sheets as of December 31, 2020. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (5) | In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent 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. In accordance with ASC 852, unamortized deferred financing costs and debt discounts of $14,231, previously included in mortgage and other indebtedness, net in the Company’s consolidated balance sheets, related to the senior unsecured notes were charged to reorganization items in the accompanying consolidated statement of operations as part of the Company’s reorganization. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the Company’s consolidated balance sheets as of December 31, 2020. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (6) | See page 13 for unamortized deferred financing costs. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (7) | The joint venture has an interest rate swap on a notional amount of $9,360, amortizing to $9,360 over the term of the swap, related to Ambassador Town Center Infrastructure Improvements to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. Subsequent to December 31, 2020, the loan was extended for four years, with a new maturity date of 2025 and a fixed interest rate of 3.0%. In conjunction with the loan extension, the Company paid down $1,110 of principal, bringing the outstanding balance to $8,250. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (8) | Subsequent to December 31, 2020, the loan was extended for a new maturity date of February 2026. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (9) | The joint venture has an interest rate swap on a notional amount of $42,654, 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. | ||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
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 ^(1)^ | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated and<br><br><br>Unconsolidated<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 | 1.40 | % | 5.41 | % | |||
| 2021 | 505,735 | 34,121 | (656 | ) | 539,200 | 12.27 | % | 5.33 | % | ||||||
| 2022 | 378,350 | 121,389 | (1,294 | ) | 498,445 | 11.34 | % | 4.55 | % | ||||||
| 2023 | 1,564,676 | 199,433 | — | 1,764,109 | 40.14 | % | 7.81 | % | |||||||
| 2024 | 346,510 | 107,984 | — | 454,494 | 10.34 | % | 4.47 | % | |||||||
| 2025 | 36,774 | 131,486 | (18,387 | ) | 149,873 | 3.41 | % | 4.07 | % | ||||||
| 2026 | 784,248 | 41,917 | (9,840 | ) | 816,325 | 18.58 | % | 5.57 | % | ||||||
| 2028 | — | 110,627 | — | 110,627 | 2.52 | % | 4.93 | % | |||||||
| Total | $ | 3,677,940 | $ | 746,957 | $ | (30,177 | ) | $ | 4,394,720 | 100.00 | % | 6.14 | % | ||
| Based on Original Maturity Dates: | |||||||||||||||
| Year | Consolidated<br><br><br>Debt ^(1)^ | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated and<br><br><br>Unconsolidated<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 | 1.40 | % | 5.41 | % | |||
| 2021 | 505,735 | 105,330 | (656 | ) | 610,409 | 13.89 | % | 5.27 | % | ||||||
| 2022 | 378,350 | 104,096 | (1,294 | ) | 481,152 | 10.95 | % | 4.61 | % | ||||||
| 2023 | 1,564,676 | 145,517 | — | 1,710,193 | 38.91 | % | 7.89 | % | |||||||
| 2024 | 346,510 | 107,984 | — | 454,494 | 10.34 | % | 4.47 | % | |||||||
| 2025 | 36,774 | 131,486 | (18,387 | ) | 149,873 | 3.41 | % | 4.07 | % | ||||||
| 2026 | 784,248 | 41,917 | (9,840 | ) | 816,325 | 18.58 | % | 5.57 | % | ||||||
| 2028 | — | 110,627 | — | 110,627 | 2.52 | % | 4.93 | % | |||||||
| Total | $ | 3,677,940 | $ | 746,957 | $ | (30,177 | ) | $ | 4,394,720 | 100.00 | % | 6.14 | % | ||
| (1) | Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of December 31, 2020, and as the expected maturity date is subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates are reflected in this table. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Represents a non-recourse loan that is in default. | ||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
Unencumbered Consolidated Portfolio Statistics
| Sales Per Square<br><br><br>Foot for the Twelve Months<br><br><br>Ended ^(1) (2)^ | Occupancy ^(2)^ | % of Consolidated<br><br><br>Unencumbered<br><br><br>NOI for<br><br><br>the Year Ended | ^^ | ^^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/20 | ^(3)^ | 12/31/19 | 12/31/20 | 12/31/19 | 12/31/20 | ^(4^ | ^)^ | ||||||||
| Unencumbered consolidated Properties: | |||||||||||||||
| Tier 1 Malls | N/A | $ | 388 | 86.3 | % | 88.7 | % | 19.6 | % | ^(5^ | ^)^ | ||||
| Tier 2 Malls | N/A | 338 | 82.1 | % | 87.2 | % | 34.4 | % | |||||||
| Tier 3 Malls | N/A | 278 | 81.1 | % | 86.9 | % | 23.3 | % | |||||||
| Total Malls | N/A | 323 | 82.3 | % | 87.3 | % | 77.3 | % | |||||||
| Total Associated Centers | N/A | N/A | 93.3 | % | 96.0 | % | 16.6 | % | |||||||
| Total Community Centers | N/A | N/A | 97.7 | % | 96.8 | % | 5.4 | % | |||||||
| Total Office Buildings & Other | N/A | N/A | 100.0 | % | 100.0 | % | 0.7 | % | |||||||
| Total Unencumbered Consolidated Portfolio | N/A | $ | 323 | 86.4 | % | 90.4 | % | 100.0 | % | ||||||
| (1) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Operating metrics are included for unencumbered consolidated operating properties and do not include sales or occupancy of unencumbered parcels. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | Due to the temporary mall and store closures that occurred, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, CBL is not able to provide a complete measure of sales per square foot for the quarter or trailing twelve months | ||||||||||||||
| --- | --- | ||||||||||||||
| (4) | Our consolidated unencumbered properties generated approximately 35.8% of total consolidated NOI of $350,628,628 (which excludes NOI related to dispositions or lender properties) for the twelve months ended December 31, 2020. | ||||||||||||||
| --- | --- | ||||||||||||||
| (5) | NOI is derived from unencumbered Tier One Malls as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been redeveloped. | ||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
Mall Portfolio Statistics
| TIER 1<br>Sales ≥ 375 per square foot | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Year Ended | ||||||||||
| 12/31/20 ^(3)^ | 12/31/19 | 12/31/20 | 12/31/19 | 12/31/20 ^(4)^ | ||||||||||
| Coastal Grand | 1,037,502 | |||||||||||||
| CoolSprings Galleria | 1,166,284 | |||||||||||||
| Cross Creek Mall | 790,582 | |||||||||||||
| Fayette Mall | 1,158,534 | |||||||||||||
| Friendly Center and The Shops at<br> Friendly | 1,367,804 | |||||||||||||
| Hamilton Place | 1,160,861 | |||||||||||||
| Hanes Mall | 1,435,164 | |||||||||||||
| Imperial Valley | 762,695 | |||||||||||||
| Jefferson Mall | 783,643 | |||||||||||||
| Mall del Norte | 1,219,244 | |||||||||||||
| Northwoods Mall | 748,273 | |||||||||||||
| Oak Park Mall | 1,518,420 | |||||||||||||
| Old Hickory Mall | 538,641 | |||||||||||||
| Parkway Place | 647,808 | |||||||||||||
| The Outlet Shoppes at Atlanta | 405,146 | |||||||||||||
| The Outlet Shoppes at El Paso | 433,046 | |||||||||||||
| The Outlet Shoppes of the Bluegrass | 428,072 | |||||||||||||
| Richland Mall | 693,448 | |||||||||||||
| Southpark Mall | 675,644 | |||||||||||||
| St. Clair Square | 1,067,610 | |||||||||||||
| Sunrise Mall | 799,379 | |||||||||||||
| West County Center | 1,198,304 | |||||||||||||
| Total Tier 1 Malls | 20,036,104 | N/A | $ | 463 | 89.5 | % | 93.2 | % | 47.1 | % |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
Mall Portfolio Statistics (continued)
| TIER 2<br>Sales of ≥ 300 to < 375 per square foot | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Year Ended | ||||||||||
| 12/31/20 ^(3)^ | 12/31/19 | 12/31/20 | 12/31/19 | 12/31/20 ^(4)^ | ||||||||||
| Arbor Place | 1,162,064 | |||||||||||||
| Dakota Square Mall | 757,513 | |||||||||||||
| East Towne Mall | 801,252 | |||||||||||||
| Frontier Mall | 523,709 | |||||||||||||
| Governor's Square | 696,075 | |||||||||||||
| Harford Mall | 503,774 | |||||||||||||
| Kirkwood Mall | 820,490 | |||||||||||||
| Layton Hills Mall | 482,120 | |||||||||||||
| Mayfaire Town Center | 654,345 | |||||||||||||
| Northpark Mall | 896,044 | |||||||||||||
| The Outlet Shoppes at Laredo (5) | 358,122 | |||||||||||||
| Parkdale Mall | 1,151,375 | |||||||||||||
| Pearland Town Center | 663,791 | |||||||||||||
| Post Oak Mall | 787,554 | |||||||||||||
| South County Center | 1,028,627 | |||||||||||||
| Southaven Towne Center | 607,529 | |||||||||||||
| Turtle Creek Mall | 844,981 | |||||||||||||
| Valley View Mall | 863,447 | |||||||||||||
| Volusia Mall | 1,060,283 | |||||||||||||
| West Towne Mall | 829,719 | |||||||||||||
| WestGate Mall | 950,781 | |||||||||||||
| Westmoreland Mall | 976,671 | |||||||||||||
| York Galleria | 756,707 | |||||||||||||
| Total Tier 2 Malls | 18,176,973 | N/A | $ | 343 | 84.8 | % | 89.1 | % | 34.3 | % |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
Mall Portfolio Statistics (continued)
| TIER 3<br>Sales < 300 per square foot | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Year Ended | ||||||||||
| 12/31/20 ^(3)^ | 12/31/19 | 12/31/20 | 12/31/19 | 12/31/20 ^(4)^ | ||||||||||
| Alamance Crossing | 904,662 | |||||||||||||
| Brookfield Square | 864,339 | |||||||||||||
| CherryVale Mall | 870,655 | |||||||||||||
| Eastland Mall | 732,651 | |||||||||||||
| Kentucky Oaks Mall | 774,764 | |||||||||||||
| Laurel Park Place | 491,215 | |||||||||||||
| Meridian Mall | 945,997 | |||||||||||||
| Mid Rivers Mall | 1,035,802 | |||||||||||||
| Monroeville Mall | 985,073 | |||||||||||||
| Northgate Mall | 660,790 | |||||||||||||
| The Outlet Shoppes at Gettysburg | 249,937 | |||||||||||||
| Stroud Mall | 414,441 | |||||||||||||
| Total Tier 3 Malls | 8,930,326 | N/A | $ | 276 | 77.7 | % | 84.9 | % | 13.1 | % | ||||
| Total Mall Portfolio | 47,143,403 | N/A | $ | 389 | 85.5 | % | 90.1 | % | 94.5 | % |
All values are in US Dollars.
| Excluded Malls ^(6)^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Property | Category | Location | Total<br><br><br>Center<br><br><br>SF ^(1)^ | Sales Per Square<br><br><br>Foot for the Twelve<br><br><br>Months Ended ^(2)^ | Mall Occupancy | % of Total<br><br><br>Mall NOI<br><br><br>for the<br><br><br>Year Ended | |||||
| 12/31/20 | 12/31/19 | 12/31/20 | 12/31/19 | 12/31/20 ^(4)^ | |||||||
| Lender Malls: | |||||||||||
| Asheville Mall | Lender | Asheville, NC | 973,371 | ||||||||
| EastGate Mall | Lender | Cincinnati, OH | 837,554 | ||||||||
| Greenbrier Mall | Lender | Chesapeake, VA | 897,040 | ||||||||
| Park Plaza | Lender | Little Rock, AR | 543,037 | ||||||||
| Total Excluded Malls | 3,251,002 | N/A | N/A | N/A | N/A | 5.5 | % | ||||
| (1) | Total Center Square Footage includes square footage of shops, owned and leased adjacent junior anchors and anchor locations and leased freestanding locations immediately adjacent to the center. | ||||||||||
| --- | --- | ||||||||||
| (2) | Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls. | ||||||||||
| --- | --- | ||||||||||
| (3) | Due to the temporary mall and store closures that occurred, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, CBL is not able to provide a complete measure of sales per square foot for the quarter or trailing twelve months. | ||||||||||
| --- | --- | ||||||||||
| (4) | Based on total mall NOI of $386,886,143 for the malls listed in the table above for the twelve months ended December 31, 2020. | ||||||||||
| --- | --- | ||||||||||
| (5) | The Outlet Shoppes at Laredo is a non-stabilized mall and is excluded from Sales Per Square Foot. | ||||||||||
| --- | --- | ||||||||||
| (6) | Excluded Malls represent Lender Malls, for which operational metrics are excluded, and are malls which we are working or intend to work with the lender on the terms of the loan secured by the related property, or after attempting a restructure, we have determined that the property no longer meets our criteria for long-term investment. | ||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
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: | ||||||||||||||
| All Property Types ^(2)^ | 704,053 | $ | 37.77 | $ | 30.99 | (18.0 | )% | $ | 31.43 | (16.8 | )% | |||
| Stabilized Malls | 650,565 | 38.39 | 30.96 | (19.4 | )% | 31.34 | (18.4 | )% | ||||||
| New leases | 36,515 | 38.23 | 28.33 | (25.9 | )% | 30.96 | (19.0 | )% | ||||||
| Renewal leases | 614,050 | 38.40 | 31.11 | (19.0 | )% | 31.36 | (18.3 | )% | ||||||
| Year-to-Date: | ||||||||||||||
| All Property Types ^(2)^ | 1,590,494 | $ | 33.57 | $ | 28.54 | (15.0 | )% | $ | 28.98 | (13.7 | )% | |||
| Stabilized Malls | 1,443,733 | 34.16 | 28.84 | (15.6 | )% | 29.26 | (14.3 | )% | ||||||
| New leases | 105,128 | 32.01 | 30.72 | (4.0 | )% | 32.62 | 1.9 | % | ||||||
| Renewal leases | 1,338,605 | 34.32 | 28.69 | (16.4 | )% | 28.99 | (15.5 | )% | ||||||
| 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: | 2020 | 2019 | ||||||||||||
| Operating portfolio: | Same-center stabilized malls | $ | 29.34 | $ | 31.97 | |||||||||
| New leases | 78,729 | Stabilized malls | 29.41 | 32.06 | ||||||||||
| Renewal leases | 742,257 | Non-stabilized malls ^(4)^ | 24.45 | 24.25 | ||||||||||
| Development Portfolio: | Associated centers | 13.23 | 13.84 | |||||||||||
| New leases | 55,621 | Community centers | 16.65 | 17.04 | ||||||||||
| Total leased | 876,607 | Office buildings | 19.28 | 19.04 | ||||||||||
| Year-to-Date: | ||||||||||||||
| Operating Portfolio: | ||||||||||||||
| New leases | 542,500 | |||||||||||||
| Renewal leases | 2,062,536 | |||||||||||||
| Development Portfolio: | ||||||||||||||
| New leases | 63,550 | |||||||||||||
| Total leased | 2,668,586 | |||||||||||||
| (1) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Includes stabilized malls, associated centers, community centers and other. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | Average annual base rents per square foot are based on contractual rents in effect as of December 31, 2020, 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. | |||||||||||||
| --- | --- | |||||||||||||
| (4) | Includes The Outlet Shoppes at Laredo. | |||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Year Ended December 31, 2020 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 2020: | ||||||||||||||||||||||
| New | 79 | 239,162 | 6.94 | $ | 28.65 | $ | 30.30 | $ | 28.09 | $ | 0.56 | 2.0 | % | $ | 2.21 | 7.9 | % | |||||
| Renewal | 418 | 1,318,397 | 2.57 | 26.09 | 27.26 | 32.00 | (5.91 | ) | (18.5 | )% | (4.74 | ) | (14.8 | )% | ||||||||
| Commencement 2020 Total | 497 | 1,557,559 | 3.27 | 26.48 | 27.73 | 31.40 | (4.92 | ) | (15.7 | )% | (3.67 | ) | (11.7 | )% | ||||||||
| Commencement 2021: | ||||||||||||||||||||||
| New | 19 | 56,143 | 7.32 | 31.51 | 34.11 | 29.78 | 1.73 | 5.8 | % | 4.33 | 14.5 | % | ||||||||||
| Renewal | 174 | 564,190 | 2.02 | 27.98 | 27.96 | 34.28 | (6.30 | ) | (18.4 | )% | (6.32 | ) | (18.4 | )% | ||||||||
| Commencement 2021 Total | 193 | 620,333 | 2.55 | 28.30 | 28.52 | 33.87 | (5.57 | ) | (16.4 | )% | (5.35 | ) | (15.8 | )% | ||||||||
| Total 2020/2021 | 690 | 2,177,892 | 3.06 | $ | 27.00 | $ | 27.95 | $ | 32.10 | $ | (5.10 | ) | (15.9 | )% | $ | (4.15 | ) | (12.9 | )% |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
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 | L Brands, Inc. ^(2)^ | 117 | 691,349 | 3.96 | % | |||
| 2 | Foot Locker, Inc. | 106 | 502,473 | 3.55 | % | |||
| 3 | Signet Jewelers Ltd. ^(3)^ | 135 | 197,953 | 3.01 | % | |||
| 4 | American Eagle Outfitters, Inc. | 68 | 418,566 | 2.57 | % | |||
| 5 | Dick's Sporting Goods, Inc. ^(4)^ | 26 | 1,497,161 | 2.13 | % | |||
| 6 | Genesco Inc. ^(5)^ | 98 | 190,893 | 1.78 | % | |||
| 7 | H & M Hennes & Mauritz AB | 43 | 917,934 | 1.71 | % | |||
| 8 | Luxottica Group S.P.A. ^(6)^ | 96 | 218,393 | 1.49 | % | |||
| 9 | Finish Line, Inc. | 40 | 210,781 | 1.44 | % | |||
| 10 | The Gap, Inc. | 49 | 568,426 | 1.42 | % | |||
| 11 | The Buckle, Inc. | 42 | 217,042 | 1.37 | % | |||
| 12 | Express Fashions | 33 | 271,404 | 1.22 | % | |||
| 13 | JC Penney Company, Inc. ^(7)^ | 46 | 5,548,339 | 1.17 | % | |||
| 14 | Cinemark Holdings, Inc. | 9 | 467,190 | 1.16 | % | |||
| 15 | Hot Topic, Inc. | 99 | 231,890 | 1.15 | % | |||
| 16 | Shoe Show, Inc. | 40 | 492,682 | 1.14 | % | |||
| 17 | Abercrombie & Fitch, Co. | 35 | 234,204 | 1.03 | % | |||
| 18 | Barnes & Noble Inc. | 17 | 521,273 | 0.93 | % | |||
| 19 | The Children's Place, Inc. | 39 | 171,395 | 0.90 | % | |||
| 20 | Claire's Stores, Inc. | 77 | 96,868 | 0.88 | % | |||
| 21 | Ulta Beauty, Inc. | 24 | 248,947 | 0.82 | % | |||
| 22 | Ascena Retail Group, Inc. ^(8)^ | 49 | 260,546 | 0.74 | % | |||
| 23 | Focus Brands ^(9)^ | 71 | 49,898 | 0.72 | % | |||
| 24 | Chick-fil-A, Inc. | 34 | 56,114 | 0.70 | % | |||
| 25 | Macy's Inc. ^(10)^ | 30 | 4,179,850 | 0.70 | % | |||
| 1,423 | 18,461,571 | 37.69 | % | |||||
| (1) | Includes the Company's proportionate share of total revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms. | |||||||
| --- | --- | |||||||
| (2) | L Brands, Inc. operates Bath & Body Works, PINK and Victoria's Secret. | |||||||
| --- | --- | |||||||
| (3) | Signet Jewelers Limited 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. | |||||||
| --- | --- | |||||||
| (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, Hat Zone, and Clubhouse. | |||||||
| --- | --- | |||||||
| (6) | Luxottica Group S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. | |||||||
| --- | --- | |||||||
| (7) | JC Penney Company, Inc. owns 28 of these stores. | |||||||
| --- | --- | |||||||
| (8) | Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Dressbarn, Maurices, Lane Bryant, LOFT and Lou & Grey. | |||||||
| --- | --- | |||||||
| (9) | Focus Brands operates certain Auntie Anne’s, Cinnabon, Moe’s Southwest Grill and Planet Smoothie locations. | |||||||
| --- | --- | |||||||
| (10) | Macy’s, Inc. owns 18 of these stores. | |||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three Months and Year Ended December 31, 2020
Capital Expenditures
(In thousands)
| Three Months Ended<br><br><br>December 31, | Year Ended<br><br><br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Tenant allowances ^(1)^ | $ | 1,354 | $ | 14,494 | $ | 11,971 | $ | 36,325 |
| Deferred maintenance: ^(2)^ | ||||||||
| Parking lot and parking lot lighting | 57 | 3,694 | 327 | 4,223 | ||||
| Roof repairs and replacements | 139 | 1,030 | 2,373 | 5,787 | ||||
| Other capital expenditures | 325 | 5,628 | 5,279 | 20,722 | ||||
| Total deferred maintenance expenditures | 521 | 10,352 | 7,979 | 30,732 | ||||
| Total capital expenditures | $ | 1,875 | $ | 24,846 | $ | 19,950 | $ | 67,057 |
| (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. These expenditures are billed to tenants as common area maintenance expense and the majority is recovered over a five to fifteen-year period. | |||||||
| --- | --- |
Deferred Leasing Costs Capitalized
(In thousands)
| 2020 | 2019 | |||
|---|---|---|---|---|
| Quarter ended: | ||||
| March 31, | $ | 773 | $ | 565 |
| June 30, | 157 | 444 | ||
| September 30, | 513 | 790 | ||
| December 31, | 455 | 498 | ||
| $ | 1,898 | $ | 2,297 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
Properties Opened During the Year Ended December 31, 2020
(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)^ | 2020<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Outparcel Development: | ||||||||||||
| Fremaux Town Center - Old Navy | Slidell, LA | 90% | 12,467 | $ | 1,918 | $ | 1,553 | $ | 100 | May-20 | 9.2% | |
| Hamilton Place - Self Storage ^(3) (4)^ | Chattanooga, TN | 54% | 68,875 | 5,824 | 4,416 | 3,297 | Jul-20 | 8.7% | ||||
| Mayfaire Town Center - First Watch | Wilmington, NC | 100% | 6,300 | 2,267 | 1,500 | 1,134 | Oct-20 | 10.1% | ||||
| Parkdale Mall - Self Storage ^(3) (4)^ | Beaumont, TX | 50% | 69,341 | 4,435 | 3,543 | 1,039 | Apr-20 | 10.2% | ||||
| Total Outparcel Developments Completed | 156,983 | $ | 14,444 | $ | 11,012 | $ | 5,570 | |||||
| (1) | Total Cost is presented net of reimbursements to be received. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. | |||||||||||
| --- | --- | |||||||||||
| (3) | Yield is based on expected yield upon stabilization. | |||||||||||
| --- | --- | |||||||||||
| (4) | Total cost includes an allocated value for the Company’s land contribution and amounts funded by construction loans. | |||||||||||
| --- | --- |
Redevelopments Completed During the Year Ended December 31, 2020
(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)^ | 2020<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Mall Redevelopments: | ||||||||||||
| CherryVale Mall Sears Redevelopment - Tilt | Rockford, IL | 100% | 114,118 | $ | 3,508 | $ | 3,281 | $ | 378 | Jun-20 | 8.3% | |
| Coastal Grand Dick's Sporting Goods Redevelopment - Dick's Sporting Goods/Golf Galaxy ^(3)^ | Myrtle Beach, SC | 50% | 132,727 | 7,050 | 6,166 | 5,040 | Sep-20 | 11.6% | ||||
| Dakota Square Mall Herbergers Redevelopment - Ross, T-Mobile, Retail Shops | Minot, ND | 100% | 30,096 | 6,410 | 4,537 | 188 | Jan-20 | 7.2% | ||||
| Hamilton Place Sears Redevelopment - Cheesecake Factory, Dave & Busters, Dicks Sporting Goods ^(4)^ | Chattanooga, TN | 100% | 195,166 | 38,715 | 31,001 | 5,145 | Mar-20 | 7.8% | ||||
| Mall del Norte Forever 21 Redevelopment - Main Event | Laredo, TX | 100% | 81,242 | 10,514 | 6,819 | 1,160 | Sep-19/Feb-20 | 9.3% | ||||
| The Promenade Redevelopment - Carter's, Five Below | D'Iberville, MS | 100% | 14,007 | 2,832 | 2,457 | 446 | Feb-20/Apr-20 | 11.4% | ||||
| Westmoreland Mall JC Penney Redevelopment - Chipotle | Greensburg, PA | 100% | 2,300 | 1,017 | 1,161 | 917 | Nov-20 | 9.4% | ||||
| Total Redevelopments Completed | 569,656 | $ | 70,046 | $ | 55,422 | $ | 13,274 | |||||
| (1) | Total Cost is presented net of reimbursements to be received. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. | |||||||||||
| --- | --- | |||||||||||
| (3) | Total cost includes amounts funded by a construction loan. | |||||||||||
| --- | --- | |||||||||||
| (4) | The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017. | |||||||||||
| --- | --- |
Properties Under Development at December 31, 2020
(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)^ | 2020<br><br><br>Cost | Expected<br><br><br>Opening<br><br><br>Date ^(3)^ | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Outparcel Developments: | ||||||||||||
| Hamilton Place Development - Aloft Hotel^(4) (5)^ | Chattanooga, TN | 50% | 89,674 | $ | 12,000 | $ | 8,827 | $ | 8,184 | Q2 '21 | 9.2% | |
| Pearland Town Center - HCA Offices | Pearland, TX | 100% | 48,416 | 14,186 | 7,422 | 6,565 | Q2 '21 | 11.8% | ||||
| Total Properties Under<br><br><br>Development | 138,090 | $ | 26,186 | $ | 16,249 | $ | 14,749 | |||||
| (1) | Total Cost is presented net of reimbursements to be received. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. | |||||||||||
| --- | --- | |||||||||||
| (3) | As a result of government mandated construction halts due to the COVID-19 pandemic, opening dates may change from what is currently reflected. | |||||||||||
| --- | --- | |||||||||||
| (4) | Yield is based on expected yield upon stabilization. | |||||||||||
| --- | --- | |||||||||||
| (5) | Total cost includes a non-cash allocated value for the Company’s land contribution and amounts funded by a construction loan. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of December 31, 2020
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans
| TIER 1<br>Sales ≥ 375 per square foot | |||
|---|---|---|---|
| Property | Sears Status as of December 31, 2020 ^(1)^ | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| Coastal Grand | Open (O) | Owned by Sears. | |
| CoolSprings Galleria | Redeveloped in 2015. | ||
| Cross Creek Mall | Est. '21 Opening | Pad sale to Rooms to Go completed and ground lease to Longhorn. Est. 2021 opening. | |
| Fayette Mall | Redeveloped in 2016. | ||
| Friendly Center and The Shops at Friendly | Open (O) | Owned by Sears. Whole Foods sub-leases 1/3 of the box. | |
| Hanes Mall | Closed (O) | Owned by third party. Novant Health, Inc. purchased Sears and Sears TBA for future medical office. | |
| Hamilton Place | Cheesecake Factory Open. Dick's Sporting Goods, Dave & Busters opened March 2020 and Malone's (opening TBD). Under Construction with Aloft hotel (opening 2021). | ||
| Imperial Valley Mall | Closed (O) | Owned by Seritage. Interest from educational user. | |
| Jefferson Mall | Closed | Purchased in Jan 2017 sale-leaseback for future redevelopment. Under negotiation with grocery user. | |
| Mall del Norte | Closed (O) | Owned by Sears. | |
| Northwoods Mall | Owned by Seritage. Redeveloped with Burlington. | ||
| Oak Park Mall | |||
| Old Hickory Mall | Closed | Actively leasing. | |
| Parkway Place | |||
| Richland Mall | Sears sold location to Dillard's in 2018. Dillard's opened Q2 '20. | ||
| St. Clair Square | Closed (O) | Building owned by Sears. | |
| The Outlet Shoppes at Atlanta | |||
| The Outlet Shoppes at El Paso | |||
| The Outlet Shoppes of the Bluegrass | |||
| Southpark Mall | Closed | LOI under negotiation for sale to home improvement/supply store. | |
| Sunrise Mall | Under construction (O) | Sears sold to third party developer. TruFit under construction. Entertainment under negotiation. | |
| West County Center |
All values are in US Dollars.
| TIER 2<br>Sales ≥ 300 to < 375 per square foot | |||
|---|---|---|---|
| Property | Sears Status as of December 31, 2020 ^(1)^ | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| Arbor Place | Closed (O) | Sears sold to third party developer for redevelopment. Under negotiation with entertainment/fitness. | |
| Dakota Square Mall | Closed | Under LOI for sale to sporting goods user (relocation/expansion of existing store). | Ross Dress For Less Opened. |
| East Towne Mall | Closed (O) | Owned by Sears. | Owned by third party. Under negotiation with non-retail use. |
| Frontier Mall | Jax Outdoor Gear purchased location (O) and opened November 2019. | ||
| Governor's Square | Closed | 50/50 joint venture property. Under negotiation/LOIs with tenants. | |
| Harford Mall | Closed | Under negotiations with grocer. | |
| Kirkwood Mall | Leases executed with restaurants. Construction expected to commence in 2021. | ||
| Layton Hills Mall | |||
| Mayfaire Town Center | |||
| Northpark Mall | Closed (O) | Building owned by Sears. | |
| The Outlet Shoppes at Laredo | |||
| Parkdale Mall | Closed (O) | Owned by Sears. | |
| Pearland Town Center | |||
| Post Oak Mall | Location purchased from Sears by third party. Conn's opened. Fitness under negotiation. | ||
| South County Center | Closed | Sears still paying rent under ground lease. | |
| Southaven Towne Center | |||
| Turtle Creek Mall | Closed (O) | Owned by Sears. | |
| Valley View Mall | Closed (O) | Owned by Sears. Under negotiation with sporting goods/entertainment. | |
| Volusia Mall | Closed (O) | Sears under contract for sale to third party developer for redevelopment. | |
| WestGate Mall | Closed (O) | Sears sold to third party developer for redevelopment. Non-retail under negotiation. | |
| Westmoreland Mall | Closed (O) | Building owned by Sears. Potential for non-retail. | Stadium Casino opened November 2020. |
| York Galleria | Under Construction | Hollywood Casino under construction. Est. 2021 opening. | Owned by third party. Under contract for sale to non-retail use. |
| West Towne Mall | Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby under construction - opening 2021. | Von Maur opening 2022. |
All values are in US Dollars.
| TIER 3<br>Sales < 300 per square foot | |||
|---|---|---|---|
| Property | Sears Status as of December 31, 2020 ^(1)^ | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| Alamance Crossing | |||
| Brookfield Square | Grand Opening held 10/19: Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's. Convention center/hotel opened. | Owned by third party. Interest from office user. | |
| CherryVale Mall | Tilt opened Q2 '20. | Actively leasing. | |
| Eastland Mall | Closed | Actively leasing. | Under negotiation with educational user. |
| Kentucky Oaks Mall | Owned by Seritage. Burlington and Ross Dress for Less opened. | 50/50 joint venture asset. HomeGoods and Five Below opened November 2019. | |
| Laurel Park Place | Dunham's Sports opened November 2019. | ||
| Meridian Mall | High Caliber Karts opened fall 2019. Actively leasing Women's store - interest from grocery user. | ||
| Mid Rivers Mall | Closed (O) | Owned by Sears. | |
| Monroeville Mall | |||
| Northgate Mall | Closed (O) | Building purchased by third party for non-retail development. | |
| The Outlet Shoppes at Gettysburg | |||
| Stroud Mall | EFO Furniture Outlet Opened February 2020. | Shoprite opened October 2019. |
All values are in US Dollars.
| (1) | Sears boxes owned by the department store or a third party are noted with the following symbol next to the status (O). |
|---|
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