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): August 15, 2022
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-12494 | 62-1545718 |
|---|---|---|
| (State or Other Jurisdiction of<br><br><br>Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000
(Address of principal executive office, including zip code)
423-855-0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
| Title of each Class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | CBL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition
On August 15, 2022, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2022. The Company's earnings release and supplemental financial and operating information for the second quarter ended June 30, 2022 is attached as Exhibit 99.1.
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
|---|---|
| Exhibit<br><br><br>Number | Description |
| --- | --- |
| 99.1 | Earnings Release dated August 15, 2022 and Supplemental Financial and Operating Information - For the Three and Six Months Ended June 30, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CBL & ASSOCIATES PROPERTIES, INC. | |
|---|---|
| Date: August 16, 2022 | /s/ Farzana Khaleel |
| Farzana Khaleel | |
| Executive Vice President - | |
| Chief Financial Officer and Treasurer |
cbl-ex991_63.htm
Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three and Six Months Ended
June 30, 2022
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) | 9 |
| Same-center Net Operating Income (NOI) | 13 |
| Selected Financial and Equity Information | 16 |
| Consolidated Balance Sheets | 17 |
| Condensed Combined Financial Statements - Unconsolidated Affiliates | 18 |
| Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows | 19 |
| Components of Rental Revenues | 23 |
| Schedule of Mortgage and Other Indebtedness | 24 |
| Schedule of Maturities | 27 |
| Property List | 29 |
| Operating Metrics by Collateral Pool | 32 |
| CBL & Associates HoldCo I, LLC Financial Statements | 34 |
| Leasing Activity and Average Annual Base Rents | 36 |
| Top 25 Tenants Based on Percentage of Total Annualized Revenues | 38 |
| Capital Expenditures | 39 |
| Development Activity | 40 |
| CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | 41 |
| News Release | |
| --- |
Contact: Katie Reinsmidt, EVP & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS STRONG RESULTS FOR SECOND QUARTER 2022
CHATTANOOGA, Tenn. (August 15, 2022) – CBL Properties (NYSE: CBL) announced results for the second quarter ended June 30, 2022. Financial results for the periods from January 1, 2021, through June 30, 2021, are referred to as those of the “Predecessor” period. Financial results for the period from January 1, 2022, through June 30, 2022, are referred to as those of the “Successor” period. Results of operations as reported in the consolidated financial statements for these periods are prepared in accordance with GAAP. 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.
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | ||||||||
| 2022 | 2021 | % | |||||||
| Net loss attributable to common shareholders | $ | (41,598 | ) | $ | (8,882 | ) | (368.3 | )% | |
| Funds from Operations ("FFO") | $ | 30,908 | $ | 50,793 | (39.1 | )% | |||
| FFO, as adjusted ^(1)^ | $ | 59,869 | $ | 79,499 | (24.7 | )% | |||
| Successor | Predecessor | ||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | ||||||||
| 2022 | 2021 | % | |||||||
| Net loss attributable to common shareholders | $ | (82,320 | ) | $ | (35,645 | ) | (130.9 | )% | |
| Funds from Operations ("FFO") | $ | 65,908 | $ | 141,035 | (53.3 | )% | |||
| FFO, as adjusted ^(1)^ | $ | 117,347 | $ | 148,155 | (20.8 | )% | |||
| (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 loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release. | ||||||||
| --- | --- | ||||||||
| Percentage change in same-center Net Operating Income (“NOI”) ^(1)^: | Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |||||||
| --- | --- | --- | |||||||
| 2022 | 2022 | ||||||||
| Portfolio same-center NOI | 1.6% | 6.7% | |||||||
| Mall, Lifestyle Center and Outlet Center same-center NOI | 1.6% | 6.8% | |||||||
| (1) | CBL’s definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases. | ||||||||
| --- | --- |
KEY TAKEAWAYS:
| • | Increases in occupancy across the portfolio contributed to an increase in total portfolio same-center NOI of 1.6% and 6.7% for the three and six months ended June 30, 2022, respectively, compared with the prior-year periods. |
|---|---|
| • | In-line year-to-date same-center NOI of $217.4 million and FFO, as adjusted, of $3.92 per share, contributes to maintained full-year 2022 same-center NOI guidance in the range of $416.0 - $430.0 million, and FFO, as adjusted, per share guidance in the range of $7.18 - $7.67 per diluted share. |
| --- | --- |
| • | Portfolio occupancy as of June 30, 2022, was 89.5%, representing 120-basis point sequential improvement from March 31, 2022, and a 250-basis point improvement compared with 87.0% as of June 30, 2021. Same-center occupancy for malls, lifestyle centers and outlet centers was 88.0% as of June 30, 2022, representing a 250-basis point improvement compared with 85.5% as of June 30, 2021. |
| --- | --- |
| • | Same-center sales per square foot for the trailing 12-months ended June 30, 2022, increased 6.2% to $443 as compared with $417 for the trailing 12-months (excluding 2020) ended June 30, 2021. Same-center sales per square foot for the second quarter 2022 declined 3.9% as compared with the second quarter 2021. |
| --- | --- |
| • | FFO, as adjusted, allocable to Operating Partnership common unitholders, for the three months ended June 30, 2022, was $59.9 million, compared with $79.5 million in the prior year period. The variance in FFO, as adjusted, as compared with the prior year period reflects an increase in NOI driven by occupancy improvements and a positive variance in uncollectible revenues, offset by an increase in interest expense attributable to the senior unsecured notes and secured credit facility. Interest payments on the notes and credit facility were not required to be made during the second quarter 2021 as a result of the Company’s bankruptcy filing on November 1, 2020. |
| --- | --- |
| • | As of June 30, 2022, the Company had $327.1 million of unrestricted cash and marketable securities. |
| --- | --- |
| • | CBL’s Board of Directors declared a $0.25 per share cash dividend for the second and third quarters of 2022, providing cash returns to shareholders. |
| --- | --- |
“CBL delivered another set of impressive operating results in the second quarter,” said Stephen D. Lebovitz, CBL's chief executive officer. “Our resilient portfolio generated improved lease spreads and significant sequential and year-over-year occupancy growth, contributing to the stability of our NOI. We are enhancing our strong free cash flow through the recent completion of redevelopment projects at Kirkwood Mall in Bismarck, North Dakota, Sunrise Mall in Brownsville, Texas, and Cross Creek Mall in Fayetteville, North Carolina, with more planned completions and new project starts anticipated in the coming months. We are seeing ongoing interest across our portfolio from hotels, multi-family, medical, entertainment, restaurants, and other new uses, which will further enhance our properties and diversify our revenue stream.
“A major highlight of the quarter was our financing accomplishments. Despite increased volatility in interest rates and other macroeconomic factors, we successfully closed more than $663.0 million in financings during the quarter, including two new multi-property loans that funded the full redemption of all $395.0 million outstanding 10% Senior Secured Notes. The two new non-recourse financings provided third-party validation of the tremendous value in CBL’s open-air and outparcel portfolios. These financings also resulted in improved cash flow through lower interest expense and enhanced our future financial flexibility by creating an unencumbered NOI pool of approximately $75.0 million.
“We were thrilled to share these financial and operational successes with shareholders through the re-start of our regular quarterly cash dividend program. We are focused on executing at a high level to further financial and operational improvements, create value across our portfolio and generate ongoing returns for our shareholders.”
NON-GAAP FINANCIAL RESULTS
Net loss attributable to common shareholders for the three months ended June 30, 2022, was $41.6 million, compared with a net loss of $8.9 million, for the three months ended June 30, 2021.
FFO, as adjusted, allocable to Operating Partnership common unitholders, for the three months ended June 30, 2022, was $59.9 million, compared with $79.5 million, for the three months ended June 30, 2021.
Same-center NOI for the three months ended June 30, 2022, increased 1.6%, or $1.7 million, to $107.4 million as compared with $105.7 million in the prior-year period. The variance was due to a $5.2 million increase in total revenues partially offset by a $3.5 million increase in operating expenses.
Other major variances in same-center NOI for the quarter ended June 30, 2022, include:
| • | Minimum rents and other rents increased $6.6 million. Percentage rents increased $0.7 million and tenant reimbursements and other revenues declined $2.0 million. The total estimate for uncollectible revenues and abatements for the second quarter 2022 was $0.4 million, due to collections of amounts that were previously reserved compared with an estimate for uncollectible revenues and abatement of $2.5 million for the prior year period. |
|---|---|
| • | Property operating expenses increased $1.8 million compared with the prior year. Maintenance and repair and other expenses increased $2.1 million. Real estate tax expenses declined by $0.4 million, partially offsetting the above increases. |
| --- | --- |
PORTFOLIO OPERATIONAL RESULTS
Occupancy^(^^1)^:
| Successor | Predecessor | |
|---|---|---|
| Six Months Ended June 30, | Six Months Ended June 30, | |
| 2022 | 2021 | |
| Total portfolio | 89.5% | 87.0% |
| Malls, Lifestyle Centers and Outlet Centers: | ||
| Total malls | 87.9% | 85.2% |
| Total lifestyle centers | 89.4% | 83.9% |
| Total outlet centers | 87.5% | 86.2% |
| Total same-center malls, lifestyle centers and outlet centers | 88.0% | 85.5% |
| All Other: | ||
| Total open-air centers | 94.4% | 92.2% |
| Total other | 91.7% | 98.7% |
| (1) | Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied. | |
| --- | --- |
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
| % Change in Average Gross Rent Per Square Foot: | ||
|---|---|---|
| Three Months Ended<br><br><br>June 30, | Six Months Ended<br><br><br>June 30, | |
| 2022 | 2022 | |
| Stabilized Malls, Lifestyle Centers and Outlet Centers | (8.7)% | (10.1)% |
| New leases | 14.2% | (1.2)% |
| Renewal leases | (11.2)% | (11.5)% |
Same-Center Sales Per Square Foot for In-line Tenants 10,000 Square Feet or Less^(^^1)^:
| Successor | Predecessor | ||||
|---|---|---|---|---|---|
| Sales Per Square Foot for the Trailing Twelve Months Ended June 30, | Sales Per Square Foot for the Trailing Twelve Months Ended June 30, | ||||
| 2022 | 2021 ^(1)^ | % Change | |||
| Mall, Lifestyle Center and Outlet Center same-center sales per square foot | $ | 443 | $ | 417 | 6.2% |
| (1) | Due to the temporary property closures that occurred during 2020 related to COVID-19, the majority of our tenants did not report sales for the full reporting period. As a result, we are not able to provide a complete measure of sales per square foot for the periods in the year ended December 31, 2020. Sales per square foot for the trailing twelve months ended June 30, 2021, is comprised of sales reported for the periods July 1 through December 31, 2019, and January 1 through June 30, 2021. | ||||
| --- | --- |
Same-center sales per square foot for the trailing twelve months ended June 30, 2022, increased 6.2% as compared with the trailing twelve months ended June 30, 2021 (excludes 2020). Same-center sales per square foot for the second quarter 2022 declined 3.9% as compared with the second quarter 2021.
DIVIDEND
On August 10, 2022, CBL’s Board of Directors declared a regular quarterly cash dividend for the three months ended September 30, 2022, of $0.25 per share. The dividend, which equates to an annual dividend payment of $1.00 per share, is payable on September 30, 2022, to shareholders of record as of September 15, 2022.
FINANCING ACTIVITY
During the quarter, CBL completed more than $663.0 million in financing activity, including funding the full redemption of all outstanding 10% Senior Secured Notes due 2029 (the “10% Notes”) utilizing net proceeds from two new non-recourse loans totaling $425.0 million, generating favorable interest expense savings. More details are outlined below.
On April 28, 2022, CBL and its 50% joint venture partner, closed on a $40.0 million non-recourse loan ($20.0 million at CBL’s share) secured by The Shoppes at Eagle Pointe, an open-air center in Cookeville, TN. The new ten-year CMBS loan bears a fixed interest rate of 5.4%. The loan replaces the maturing $33.6 million existing partially guaranteed term loan. Net proceeds to CBL after repayment of the existing loan were $6.7 million.
In May 2022, CBL completed the extension and modification of the non-recourse loan secured by Arbor Place Mall in Douglasville, GA ($100.4 million). The loan’s maturity was extended to May 2026 and maintained the existing fixed interest rate of 5.1%. CBL also completed the extension and modification of the non-recourse loan secured by Northwoods Mall in Charleston, SC ($59.9 million). The loan maturity was extended to April 2026 at the existing interest rate of 5.08%.
CBL also announced in May that it had closed on a new $65.0 million non-recourse loan secured by a pool of four open-air centers owned in a joint venture, located in Chattanooga, TN. The open-air centers include Hamilton Crossing, Hamilton Corner, The Terrace and The Shoppes at Hamilton Place/ Hamilton Place - Regal. The loan has a ten-year term with a fixed interest rate of 5.85%, interest only for three years and principal amortization based on a 30-year schedule thereafter. Net proceeds from the new loan were used to complete a partial redemption of CBL’s outstanding 10% Senior Secured Notes.
In June, CBL completed the redemption of all outstanding 10% Notes. The redemption was funded utilizing proceeds from a new $360.0 million non-recourse loan secured by a pool of high-quality outparcels and open-air centers. The new loan has an initial five-year term with one two-year extension option available to the Company, subject to certain conditions. The loan bears a floating interest rate based on 30-day SOFR plus 4.10%. $180 million principal amount of the $360 million loan has been fixed at a rate of 6.95% for a term of three years. The balance remains at a floating rate, which will allow for selective hedging at CBL’s option.
Additionally in June, CBL and its 65% joint venture partner closed on a new $42.5 million loan ($27.6 million at CBL’s share) secured by Ambassador Town Center. The new loan has a term of 7-years and a fixed interest rate of 4.35%. Proceeds were used to retire the existing $40.9 million loan, which was scheduled to mature in June 2023.
In June, CBL also repaid a $14.9 million loan (CBL’s share $13.9 million) secured by CBL Center, that was scheduled to mature.
Subsequent to second quarter end, CBL completed the modification and extensions of the loan secured by Parkdale Mall in Beaumont, TX ($68.1 million). The loan was extended to March 2026, at the existing interest rate of 5.85%.
CBL is also in the process of finalizing a modification of the loan secured by Southpark Mall in Richmond, VA ($54.8 million). The loan is expected to be extended through June 2026 at the existing interest rate of 4.85%.
As previously announced, the modification of the $35.5 million recourse loan secured by The Outlet Shoppes at Gettysburg in Gettysburg, PA is in process and is expected to be completed within the next 30 to 45 days.
In July, CBL conveyed Asheville Mall in Asheville, NC, to the lender in exchange for forgiveness of the $62.1 million loan secured by the property. The loans secured by EastGate Mall in Cincinnati, OH ($30.0 million) and Greenbrier Mall Chesapeake, VA ($61.6 million), remain in receivership and were deconsolidated based on each respective transfer date. CBL recently advised the servicer for the loan secured by Westgate Mall in Spartanburg, SC ($29.7 million) that it would cooperate with a foreclosure or conveyance of the property. CBL is in discussions with the servicer for the loan secured by Alamance Crossing East in Burlington, NC, ($42.0 million) to modify and/or extend the existing loan. If it is unable to reach a favorable agreement, CBL plans to cooperate with a foreclosure or conveyance of the property. Assuming the foreclosures or conveyances are completed for each of the four properties listed above and including the foreclosure of the $62.1 loan secured by Asheville Mall, a total of $225.4 million of debt will be removed from CBL’s pro rata share of total debt with an estimated debt yield of approximately 8.1%. CBL does not recognize earnings or receive cash flow from the properties in receivership.
CBL is in discussions with the lender to extend and/or modify the loan secured by Cross Creek Mall in Fayetteville, NC ($99.9 million) as well as West County Center located in St. Louis, MO ($82.1 million at CBL’s share). Both loans are currently scheduled to mature in 2022.
DISPOSITIONS
CBL did not complete any significant dispositions in the second quarter 2022.
REDEVELOPMENT ACTIVITY
Detailed project information is available in CBL’s Financial Supplement for Q2 2022, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.
OUTLOOK AND GUIDANCE
After incorporating results for the second quarter 2022, CBL is maintaining guidance for 2022 FFO, as adjusted, in the range of $222.0 million - $237.0 million or $7.18 - $7.67 per diluted share. Same-center NOI guidance for the year was adjusted to exclude approximately $4.0 million of NOI related to Alamance Crossing East. This adjustment was fully offset by improved portfolio leasing expectations, resulting in same-center NOI guidance remaining in the range of $416.0 million to $430.0 million.
Key Guidance Assumptions:
| Low | High | |||
|---|---|---|---|---|
| 2022 FFO, as adjusted | 222 million | 237 million | ||
| 2022 FFO, as adjusted, per share | ||||
| Weighted Average Common Shares Outstanding | 30.9 million | 30.9 million | ||
| 2022 Same-Center NOI ("SC NOI") | 416 million | 430 million | ||
| 2022 Change in Same-Center NOI | )% | )% |
All values are in US Dollars.
Reconciliation of GAAP Earnings Per Share to 2022 FFO, as Adjusted, Per Share:
| Low | High | |||||
|---|---|---|---|---|---|---|
| Expected diluted earnings per common share | $ | (6.02 | ) | $ | (5.53 | ) |
| Depreciation and amortization | 10.53 | 10.53 | ||||
| Debt discount accretion, net of noncontrolling interests' share | 5.17 | 5.17 | ||||
| Loss on Impairment | 0.01 | 0.01 | ||||
| Gain on depreciable property | (0.02 | ) | (0.02 | ) | ||
| Adjustment for unconsolidated affiliates with negative investment | (0.74 | ) | (0.74 | ) | ||
| Non-cash default interest expense | (0.59 | ) | (0.59 | ) | ||
| Gain on deconsolidated | (1.17 | ) | (1.17 | ) | ||
| Adjustement for litigation settlement | (0.02 | ) | (0.02 | ) | ||
| Reorganization item, net | 0.03 | 0.03 | ||||
| Expected FFO, as adjusted, per diluted, fully converted common share | $ | 7.18 | $ | 7.67 |
2022 Estimate of Capital Items:
| Low | High | |
|---|---|---|
| 2022 Estimated Deferred Maintenance/Tenant Allowances | $35 million | $45 million |
| 2022 Estimated Development/Redevelopment Expenditures | $20 million | $30 million |
| 2022 Estimated Principal Amortization (Including Est. Term Loan ECF) | $105 million | $120 million |
| Total Estimate | $160 million | $195 million |
ABOUT CBL PROPERTIES
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 95 properties totaling 59.6 million square feet across 24 states, including 57 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
NON-GAAP FINANCIAL MEASURES
Funds From Operations
FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.
The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.
In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed
by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.
FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.
The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release for a description of these adjustments.
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
The Company computes NOI based on the Operating Partnership’s pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.
Pro Rata Share of Debt
The Company presents debt based on the carrying value of its pro rata ownership share (including the carrying value of the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.
Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| REVENUES: | ||||||
| Rental revenues | $ | 131,832 | $ | 131,316 | ||
| Management, development and leasing fees | 1,786 | 1,449 | ||||
| Other | 3,400 | 3,796 | ||||
| Total revenues | 137,018 | 136,561 | ||||
| EXPENSES: | ||||||
| Property operating | (21,312 | ) | (19,623 | ) | ||
| Depreciation and amortization | (64,476 | ) | (47,499 | ) | ||
| Real estate taxes | (14,254 | ) | (15,110 | ) | ||
| Maintenance and repairs | (10,230 | ) | (8,784 | ) | ||
| General and administrative | (18,450 | ) | (11,269 | ) | ||
| Loss on impairment | (252 | ) | — | |||
| Litigation settlement | 65 | (57 | ) | |||
| Other | (834 | ) | (287 | ) | ||
| Total expenses | (129,743 | ) | (102,629 | ) | ||
| OTHER INCOME (EXPENSES): | ||||||
| Interest and other income | 910 | 752 | ||||
| Interest expense | (55,117 | ) | (22,299 | ) | ||
| Gain on sales of real estate assets | 3 | 107 | ||||
| Reorganization items, net | 613 | (17,073 | ) | |||
| Income tax benefit (provision) | 472 | (705 | ) | |||
| Equity in earnings (losses) of unconsolidated affiliates | 2,039 | (4,275 | ) | |||
| Total other income (expenses) | (51,080 | ) | (43,493 | ) | ||
| Net loss | (43,805 | ) | (9,561 | ) | ||
| Net loss attributable to noncontrolling interests in: | ||||||
| Operating Partnership | 44 | 230 | ||||
| Other consolidated subsidiaries | 2,373 | 449 | ||||
| Net loss attributable to the Company | (41,388 | ) | (8,882 | ) | ||
| Dividends allocable to unvested restricted stock | (210 | ) | — | |||
| Net loss attributable to common shareholders | $ | (41,598 | ) | $ | (8,882 | ) |
| Basic and diluted per share data attributable to common shareholders: | ||||||
| Net loss attributable to common shareholders | $ | (1.34 | ) | $ | (0.05 | ) |
| Weighted-average common and potential dilutive common shares outstanding | 30,973 | 196,458 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| REVENUES: | ||||||
| Rental revenues | $ | 267,164 | $ | 259,491 | ||
| Management, development and leasing fees | 3,555 | 3,108 | ||||
| Other | 6,401 | 7,146 | ||||
| Total revenues | 277,120 | 269,745 | ||||
| EXPENSES: | ||||||
| Property operating | (44,656 | ) | (41,425 | ) | ||
| Depreciation and amortization | (133,419 | ) | (95,611 | ) | ||
| Real estate taxes | (28,689 | ) | (31,661 | ) | ||
| Maintenance and repairs | (20,796 | ) | (19,565 | ) | ||
| General and administrative | (36,524 | ) | (23,881 | ) | ||
| Loss on impairment | (252 | ) | (57,182 | ) | ||
| Litigation settlement | 146 | 801 | ||||
| Other | (834 | ) | (287 | ) | ||
| Total expenses | (265,024 | ) | (268,811 | ) | ||
| OTHER INCOME (EXPENSES): | ||||||
| Interest and other income | 1,064 | 1,528 | ||||
| Interest expense | (145,776 | ) | (46,429 | ) | ||
| Gain on deconsolidation | 36,250 | 55,131 | ||||
| Gain (loss) on sales of real estate assets | 19 | (192 | ) | |||
| Reorganization items, net | (958 | ) | (40,006 | ) | ||
| Income tax provision | (329 | ) | (1,456 | ) | ||
| Equity in earnings (losses) of unconsolidated affiliates | 10,606 | (7,351 | ) | |||
| Total other income (expenses) | (99,124 | ) | (38,775 | ) | ||
| Net loss | (87,028 | ) | (37,841 | ) | ||
| Net loss attributable to noncontrolling interests in: | ||||||
| Operating Partnership | 59 | 928 | ||||
| Other consolidated subsidiaries | 4,859 | 1,268 | ||||
| Net loss attributable to the Company | (82,110 | ) | (35,645 | ) | ||
| Dividends allocable to unvested restricted stock | (210 | ) | — | |||
| Net loss attributable to common shareholders | $ | (82,320 | ) | $ | (35,645 | ) |
| Basic and diluted per share data attributable to common shareholders: | ||||||
| Net loss attributable to common shareholders | $ | (2.83 | ) | $ | (0.18 | ) |
| Weighted-average common and potential dilutive common shares outstanding | 29,091 | 196,484 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Net loss attributable to common shareholders | $ | (41,598 | ) | $ | (8,882 | ) |
| Noncontrolling interest in loss of Operating Partnership | (44 | ) | (230 | ) | ||
| Depreciation and amortization expense of: | ||||||
| Consolidated properties | 64,476 | 47,499 | ||||
| Unconsolidated affiliates | 8,819 | 13,456 | ||||
| Non-real estate assets | (203 | ) | (492 | ) | ||
| Dividends allocable to unvested restricted stock | 210 | — | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (938 | ) | (558 | ) | ||
| Loss on impairment, net of taxes | 186 | — | ||||
| FFO allocable to Operating Partnership common unitholders | 30,908 | 50,793 | ||||
| Debt discount accretion, net of noncontrolling interests' share ^(1)^ | 50,036 | — | ||||
| Adjustment for unconsolidated affiliates with negative investment ^(2)^ | (10,460 | ) | — | |||
| Senior secured notes fair value adjustment ^(3)^ | (593 | ) | — | |||
| Litigation settlement ^(4)^ | (65 | ) | 57 | |||
| Non-cash default interest expense ^(5)^ | (9,344 | ) | 11,576 | |||
| Reorganization items, net ^(6)^ | (613 | ) | 17,073 | |||
| FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 59,869 | $ | 79,499 | ||
| FFO per diluted share | $ | 0.97 | $ | 0.25 | ||
| FFO, as adjusted, per diluted share | $ | 1.88 | $ | 0.39 | ||
| Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 31,822 | 201,576 | ||||
| (1) | In conjunction with fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted over the terms of the respective mortgage notes payable using the effective interest method. | |||||
| --- | --- | |||||
| (2) | Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero. | |||||
| --- | --- | |||||
| (3) | Represents the fair value adjustment recorded on the Company’s 10% senior secured notes (the “Secured Notes”) as interest expense. | |||||
| --- | --- | |||||
| (4) | Represents a credit to litigation settlement expense for the three-month period ended June 30, 2022 related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit. | |||||
| --- | --- | |||||
| (5) | The three months ended June 30, 2022 includes the reversal of default interest expense when waivers or forbearance agreements were obtained. The three months ended June 30, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing bankruptcy, as well as loans secured by properties that remain in default due to the Company filing bankruptcy. | |||||
| --- | --- | |||||
| (6) | Represents costs incurred subsequent to the Company filing bankruptcy associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees expensed in accordance with ASC 852. | |||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:
(in thousands, except per share data)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Net loss attributable to common shareholders | $ | (82,320 | ) | $ | (35,645 | ) |
| Noncontrolling interest in loss of Operating Partnership | (59 | ) | (928 | ) | ||
| Depreciation and amortization expense of: | ||||||
| Consolidated properties | 133,419 | 95,611 | ||||
| Unconsolidated affiliates | 17,339 | 26,986 | ||||
| Non-real estate assets | (401 | ) | (1,032 | ) | ||
| Dividends allocable to unvested restricted stock | 210 | — | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (1,837 | ) | (1,139 | ) | ||
| Loss on impairment, net of taxes | 186 | 57,182 | ||||
| Gain on depreciable property | (629 | ) | — | |||
| FFO allocable to Operating Partnership common unitholders | 65,908 | 141,035 | ||||
| Debt discount accretion, net of noncontrolling interests' share ^(1)^ | 128,499 | — | ||||
| Adjustment for unconsolidated affiliates with negative investment ^(2)^ | (23,007 | ) | — | |||
| Senior secured notes fair value adjustment ^(3)^ | (395 | ) | — | |||
| Litigation settlement ^(4)^ | (146 | ) | (801 | ) | ||
| Non-cash default interest expense ^(5)^ | (18,220 | ) | 23,046 | |||
| Gain on deconsolidation ^(6)^ | (36,250 | ) | (55,131 | ) | ||
| Reorganization items, net ^(7)^ | 958 | 40,006 | ||||
| FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 117,347 | $ | 148,155 | ||
| FFO per diluted share | $ | 2.20 | $ | 0.70 | ||
| FFO, as adjusted, per diluted share | $ | 3.92 | $ | 0.73 | ||
| Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 29,926 | 201,601 | ||||
| (1) | In conjunction with fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted over the terms of the respective mortgage notes payable using the effective interest method. | |||||
| --- | --- | |||||
| (2) | Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero. | |||||
| --- | --- | |||||
| (3) | Represents the fair value adjustment recorded on the Secured Notes as interest expense. | |||||
| --- | --- | |||||
| (4) | Represents a credit to litigation settlement expense in each of the six-month periods ended June 30, 2022 and 2021 related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit. | |||||
| --- | --- | |||||
| (5) | The six months ended June 30, 2022 includes the reversal of default interest expense when waivers or forbearance agreements were obtained. The six months ended June 30, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing bankruptcy, as well as loans secured by properties that remain in default due to the Company filing bankruptcy. | |||||
| --- | --- | |||||
| (6) | For the six months ended June 30, 2022, the Successor Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the six months ended June 30, 2021, the Predecessor Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process. | |||||
| --- | --- | |||||
| (7) | Represents costs incurred subsequent to the Company filing bankruptcy associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees expensed in accordance with ASC 852. | |||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Diluted EPS attributable to common shareholders | $ | (1.34 | ) | $ | (0.05 | ) |
| Add amounts per share included in FFO: | ||||||
| Unvested restricted stock | 0.04 | — | ||||
| 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 | 2.23 | 0.30 | ||||
| Loss on impairment, net of taxes | 0.01 | — | ||||
| FFO per diluted share | $ | 0.94 | $ | 0.25 | ||
| Successor | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Diluted EPS attributable to common shareholders | $ | (2.83 | ) | $ | (0.18 | ) |
| Add amounts per share included in FFO: | ||||||
| Unvested restricted stock | 0.08 | — | ||||
| 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 | 4.96 | 0.59 | ||||
| Loss on impairment, net of taxes | 0.01 | 0.29 | ||||
| Gain on depreciable property | (0.02 | ) | — | |||
| FFO per diluted share | $ | 2.20 | $ | 0.70 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||
| Lease termination fees | $ | 1,052 | $ | 167 | ||
| Straight-line rental income adjustment | $ | 4,425 | $ | (2,549 | ) | |
| Gain on outparcel sales | $ | 3 | $ | 90 | ||
| Net amortization of acquired above- and below-market leases | $ | (4,892 | ) | $ | 73 | |
| Income tax benefit (provision) | $ | 472 | $ | (705 | ) | |
| Abandoned projects expense | $ | (834 | ) | $ | (287 | ) |
| Interest capitalized | $ | 147 | $ | 13 | ||
| Estimate of uncollectable revenues | $ | 940 | $ | (7,253 | ) | |
| Successor | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||
| Lease termination fees | $ | 2,448 | $ | 1,278 | ||
| Straight-line rental income adjustment | $ | 7,342 | $ | (5,445 | ) | |
| Gain (loss) on outparcel sales, net of taxes | $ | 19 | $ | (209 | ) | |
| Net amortization of acquired above- and below-market leases | $ | (11,049 | ) | $ | 125 | |
| Income tax provision | $ | (329 | ) | $ | (1,456 | ) |
| Abandoned projects expense | $ | (834 | ) | $ | (287 | ) |
| Interest capitalized | $ | 375 | $ | 32 | ||
| Estimate of uncollectable revenues | $ | 3,301 | $ | (16,370 | ) | |
| Successor | Predecessor | |||||
| As of June 30, | As of June 30, | |||||
| 2022 | 2021 | |||||
| Straight-line rent receivable | $ | 9,440 | $ | 48,341 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Dollars in thousands)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Net loss | $ | (43,805 | ) | $ | (9,561 | ) |
| Adjustments: | ||||||
| Depreciation and amortization | 64,476 | 47,499 | ||||
| Depreciation and amortization from unconsolidated affiliates | 8,819 | 13,456 | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (938 | ) | (558 | ) | ||
| Interest expense | 55,117 | 22,299 | ||||
| Interest expense from unconsolidated affiliates | 21,660 | 10,512 | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (2,525 | ) | (878 | ) | ||
| Abandoned projects expense | 834 | 287 | ||||
| Gain on sales of real estate assets | (3 | ) | (107 | ) | ||
| Adjustment for unconsolidated affiliates with negative investment | (10,460 | ) | — | |||
| Loss on impairment, net of taxes | 186 | — | ||||
| Litigation settlement | (65 | ) | 57 | |||
| Reorganization items, net | (613 | ) | 17,073 | |||
| Income tax (benefit) provision | (472 | ) | 705 | |||
| Lease termination fees | (1,052 | ) | (167 | ) | ||
| Straight-line rent and above- and below-market lease amortization | 467 | 2,476 | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 2,373 | 449 | ||||
| General and administrative expenses | 18,450 | 11,269 | ||||
| Management fees and non-property level revenues | (525 | ) | (5,166 | ) | ||
| Operating Partnership's share of property NOI | 111,924 | 109,645 | ||||
| Non-comparable NOI | (4,566 | ) | (3,962 | ) | ||
| Total same-center NOI ^(1)^ | $ | 107,358 | $ | 105,683 | ||
| Total same-center NOI percentage change | 1.6 | % | ||||
| (1) | CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of June 30, 2022, 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 June 30, 2022. 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
Same-center Net Operating Income
(Dollars in thousands)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Net loss | $ | (87,028 | ) | $ | (37,841 | ) |
| Adjustments: | ||||||
| Depreciation and amortization | 133,419 | 95,611 | ||||
| Depreciation and amortization from unconsolidated affiliates | 17,339 | 26,986 | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (1,837 | ) | (1,139 | ) | ||
| Interest expense | 145,776 | 46,429 | ||||
| Interest expense from unconsolidated affiliates | 40,157 | 20,361 | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (5,095 | ) | (1,845 | ) | ||
| Abandoned projects expense | 834 | 287 | ||||
| (Gain) loss on sales of real estate assets | (19 | ) | 192 | |||
| Gain on sales of real estate assets of unconsolidated affiliates | (629 | ) | — | |||
| Adjustment for unconsolidated affiliates with negative investment | (23,007 | ) | — | |||
| Gain on deconsolidation | (36,250 | ) | (55,131 | ) | ||
| Loss on impairment, net of taxes | 186 | 57,182 | ||||
| Litigation settlement | (146 | ) | (801 | ) | ||
| Reorganization items, net | 958 | 40,006 | ||||
| Income tax provision | 329 | 1,456 | ||||
| Lease termination fees | (2,448 | ) | (1,278 | ) | ||
| Straight-line rent and above- and below-market lease amortization | 3,707 | 5,320 | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 4,859 | 1,268 | ||||
| General and administrative expenses | 36,524 | 23,881 | ||||
| Management fees and non-property level revenues | (1,049 | ) | (7,379 | ) | ||
| Operating Partnership's share of property NOI | 226,580 | 213,565 | ||||
| Non-comparable NOI | (9,194 | ) | (9,738 | ) | ||
| Total same-center NOI ^(1)^ | $ | 217,386 | $ | 203,827 | ||
| Total same-center NOI percentage change | 6.7 | % | ||||
| (1) | CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of June 30, 2022, 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 June 30, 2022. 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
Same-center Net Operating Income
(Continued)
| Successor | Predecessor | ||||
|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | ||||
| 2022 | 2021 | ||||
| Malls | $ | 75,369 | $ | 74,157 | |
| Outlet centers | 4,520 | 4,246 | |||
| Lifestyle centers | 8,727 | 8,854 | |||
| Open-air centers | 13,178 | 12,696 | |||
| Outparcels and other | 5,564 | 5,730 | |||
| Total same-center NOI ^(1)^ | $ | 107,358 | $ | 105,683 | |
| Percentage Change: | |||||
| Malls | 1.6 | % | |||
| Outlet centers | 6.5 | % | |||
| Lifestyle centers | (1.4 | )% | |||
| Open-air centers | 3.8 | % | |||
| Outparcels and other | (2.9 | )% | |||
| Total same-center NOI ^(1)^ | 1.6 | % | |||
| Successor | Predecessor | ||||
| --- | --- | --- | --- | --- | --- |
| Six Months Ended June 30, | Six Months Ended June 30, | ||||
| 2022 | 2021 | ||||
| Malls | $ | 153,124 | $ | 143,851 | |
| Outlet centers | 8,847 | 7,991 | |||
| Lifestyle centers | 17,830 | 16,527 | |||
| Open-air centers | 26,258 | 24,562 | |||
| Outparcels and other | 11,327 | 10,896 | |||
| Total same-center NOI ^(1)^ | $ | 217,386 | $ | 203,827 | |
| Percentage Change: | |||||
| Malls | 6.4 | % | |||
| Lifestyle centers | 10.7 | % | |||
| Open-air centers | 7.9 | % | |||
| Outlet centers | 6.9 | % | |||
| Outparcels and other | 4.0 | % | |||
| Total same-center NOI ^(1)^ | 6.7 | % | |||
| (1) | CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of June 30, 2022, 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 June 30, 2022. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender. | ||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
| As of June 30, 2022 (Successor) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed Rate | Variable<br><br><br>Rate | Total per<br><br><br>Debt<br><br><br>Schedule | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>Costs | Unamortized<br><br><br>Debt<br><br><br>Discounts ^(1)^ | Total | ||||||||||||||
| Consolidated debt | $ | 881,513 | $ | 1,270,871 | $ | 2,152,384 | $ | (16,028 | ) | $ | (100,967 | ) | $ | 2,035,389 | |||||
| Noncontrolling interests' share of consolidated debt | (32,771 | ) | (13,597 | ) | (46,368 | ) | 92 | 15,424 | (30,852 | ) | |||||||||
| Company's share of unconsolidated affiliates' debt | 627,434 | 71,786 | 699,220 | (2,490 | ) | — | 696,730 | ||||||||||||
| Other debt ^(2)^ | 153,719 | — | 153,719 | — | — | 153,719 | |||||||||||||
| Company's share of consolidated, unconsolidated and other debt | $ | 1,629,895 | $ | 1,329,060 | $ | 2,958,955 | $ | (18,426 | ) | $ | (85,543 | ) | $ | 2,854,986 | |||||
| Weighted-average interest rate | 4.67 | % | 4.44 | % | ^^ | 4.57 | % | ||||||||||||
| As of June 30, 2021 (Predecessor) | |||||||||||||||||||
| Fixed Rate | Variable<br><br><br>Rate | Total per<br><br><br>Debt<br><br><br>Schedule | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>Costs | Unamortized<br><br><br>Deferred<br><br><br>Financing<br><br><br>Costs | Total | ||||||||||||||
| Consolidated debt^(3)^ | $ | 2,338,118 | $ | 1,181,599 | $ | 3,519,717 | $ | (2,987 | ) | $ | — | $ | 3,516,730 | ||||||
| Noncontrolling interests' share of consolidated debt | (29,744 | ) | — | (29,744 | ) | 238 | — | (29,506 | ) | ||||||||||
| Company's share of unconsolidated affiliates' debt | 618,092 | 124,141 | 742,233 | (2,648 | ) | — | 739,585 | ||||||||||||
| Other debt ^(2)^ | 138,926 | — | 138,926 | — | — | 138,926 | |||||||||||||
| Company's share of consolidated and unconsolidated debt | $ | 3,065,392 | $ | 1,305,740 | $ | 4,371,132 | $ | (5,397 | ) | $ | — | $ | 4,365,735 | ||||||
| Weighted-average interest rate | 5.04 | % | 8.62 | % | ^(4)^ | 6.11 | % | ||||||||||||
| (1) | In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount on the Effective Date. The debt discount is accreted over the term of the respective debt using the effective interest method. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | Represents the outstanding loan balance for properties that were deconsolidated due to a loss of control when the properties were placed into receivership in connection with the foreclosure process. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | Includes $2,529,138 of liabilities subject to compromise. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | The administrative agent informed the Company that interest would accrue on all outstanding obligations at the post-default rate, which was equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate on June 30, 2021 was 9.50%. | ||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| December 31,<br><br><br>2021 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Real estate assets: | |||||
| Land | 592,553 | $ | 599,283 | ||
| Buildings and improvements | 1,171,468 | 1,173,106 | |||
| 1,764,021 | 1,772,389 | ||||
| Accumulated depreciation | (77,968 | ) | (19,939 | ) | |
| 1,686,053 | 1,752,450 | ||||
| Developments in progress | 13,201 | 16,665 | |||
| Net investment in real estate assets | 1,699,254 | 1,769,115 | |||
| Cash and cash equivalents | 177,065 | 169,554 | |||
| Available-for-sale securities - at fair value (amortized cost of 150,057 and 149,999 as of June 30, 2022 and December 31, 2021, respectively) | 150,063 | 149,996 | |||
| Receivables: | |||||
| Tenant | 27,256 | 25,190 | |||
| Other | 4,084 | 4,793 | |||
| Investments in unconsolidated affiliates | 85,685 | 103,655 | |||
| In-place leases, net | 307,887 | 384,705 | |||
| Above market leases, net | 201,499 | 234,286 | |||
| Intangible lease assets and other assets | 121,749 | 104,685 | |||
| 2,774,542 | $ | 2,945,979 | |||
| LIABILITIES AND EQUITY | |||||
| Mortgage and other indebtedness, net | 2,035,389 | $ | 1,813,209 | ||
| 10% senior secured notes - at fair value (carrying amount of 395,000 as of December 31, 2021) | — | 395,395 | |||
| Below market leases, net | 131,135 | 151,871 | |||
| Accounts payable and accrued liabilities | 146,393 | 184,404 | |||
| Total liabilities | 2,312,917 | 2,544,879 | |||
| Shareholders' equity: | |||||
| Common stock, .001 par value, 200,000,000 shares authorized, 31,814,178 and 20,774,716 issued and outstanding in 2022 and 2021, respectively | 32 | 21 | |||
| Additional paid-in capital | 705,884 | 547,726 | |||
| Accumulated other comprehensive income (loss) | 6 | (3 | ) | ||
| Accumulated deficit | (241,609 | ) | (151,545 | ) | |
| Total shareholders' equity | 464,313 | 396,199 | |||
| Noncontrolling interests | (2,688 | ) | 4,901 | ||
| Total equity | 461,625 | 401,100 | |||
| 2,774,542 | $ | 2,945,979 |
All values are in US Dollars.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Condensed Combined Financial Statements - Unconsolidated Affiliates
(Unaudited; in thousands)
| June 30,<br><br><br>2022 | December 31,<br><br><br>2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS: | ||||||||||||
| Investment in real estate assets | $ | 2,049,298 | $ | 2,364,154 | ||||||||
| Accumulated depreciation | (808,042 | ) | (934,374 | ) | ||||||||
| 1,241,256 | 1,429,780 | |||||||||||
| Developments in progress | 7,385 | 7,288 | ||||||||||
| Net investment in real estate assets | 1,248,641 | 1,437,068 | ||||||||||
| Other assets | 205,152 | 188,683 | ||||||||||
| Total assets | $ | 1,453,793 | $ | 1,625,751 | ||||||||
| LIABILITIES: | ||||||||||||
| Mortgage and other indebtedness, net | $ | 1,501,971 | $ | 1,452,794 | ||||||||
| Other liabilities | 65,531 | 64,598 | ||||||||||
| Total liabilities | 1,567,502 | 1,517,392 | ||||||||||
| OWNERS' EQUITY: | ||||||||||||
| The Company | 7,893 | 102,792 | ||||||||||
| Other investors | (121,602 | ) | 5,567 | |||||||||
| Total owners' equity (deficit) | (113,709 | ) | 108,359 | |||||||||
| Total liabilities and owners’ equity | $ | 1,453,793 | $ | 1,625,751 | ||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Total revenues | $ | 65,551 | $ | 57,747 | $ | 129,288 | $ | 116,503 | ||||
| Depreciation and amortization | (18,087 | ) | (23,472 | ) | (36,606 | ) | (46,445 | ) | ||||
| Operating expenses | (22,368 | ) | (21,133 | ) | (43,933 | ) | (40,239 | ) | ||||
| Interest and other income | 336 | 341 | 665 | 739 | ||||||||
| Interest expense | (13,048 | ) | (23,181 | ) | (19,645 | ) | (43,577 | ) | ||||
| Gain on sales of real estate assets | — | — | 3,293 | — | ||||||||
| Net income (loss) | $ | 12,384 | $ | (9,698 | ) | $ | 33,062 | $ | (13,019 | ) | ||
| Company's Share for the Period | Company's Share for the Period | |||||||||||
| Successor | Predecessor | Successor | Predecessor | |||||||||
| Three Months Ended June 30, | Three Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | |||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Total revenues | $ | 31,568 | $ | 29,406 | $ | 64,650 | $ | 59,006 | ||||
| Depreciation and amortization | (12,138 | ) | (13,456 | ) | (28,594 | ) | (26,986 | ) | ||||
| Operating expenses | (10,760 | ) | (9,949 | ) | (20,620 | ) | (19,511 | ) | ||||
| Interest and other income | 232 | 236 | 462 | 501 | ||||||||
| Interest expense | (21,660 | ) | (10,512 | ) | (40,157 | ) | (20,361 | ) | ||||
| Negative investment adjustment | 14,823 | — | 34,262 | — | ||||||||
| Loss on impairment | (26 | ) | — | (26 | ) | — | ||||||
| Gain on sales of real estate assets | — | — | 629 | — | ||||||||
| Net income (loss) | $ | 2,039 | $ | (4,275 | ) | $ | 10,606 | $ | (7,351 | ) |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, abandoned projects expense, reorganization items, adjustments related to unconsolidated affiliates and litigation settlement.
The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Net loss | $ | (43,805 | ) | $ | (9,561 | ) |
| Depreciation and amortization | 64,476 | 47,499 | ||||
| Depreciation and amortization from unconsolidated affiliates | 8,819 | 13,456 | ||||
| Interest expense | 55,117 | 22,299 | ||||
| Interest expense from unconsolidated affiliates | 21,660 | 10,512 | ||||
| Income taxes | (305 | ) | 1,142 | |||
| Loss on impairment | 252 | — | ||||
| EBITDAre ^(1)^ | 106,214 | 85,347 | ||||
| Reorganization items, net | (613 | ) | — | |||
| Litigation settlement | (65 | ) | 57 | |||
| Abandoned projects expense | 834 | 287 | ||||
| Adjustment for unconsolidated affiliates with negative investment | (10,460 | ) | — | |||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 2,373 | 449 | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (938 | ) | (558 | ) | ||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (2,525 | ) | (878 | ) | ||
| Company's share of Adjusted EBITDAre | $ | 94,820 | $ | 84,704 | ||
| (1) | Includes $3 and $107 for the three months ended June 30, 2022 and 2021, respectively, related to sales of non-depreciable real estate assets. | |||||
| --- | --- | |||||
| Successor | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Interest Expense: | ||||||
| Interest expense | $ | 55,117 | $ | 22,299 | ||
| Interest expense from unconsolidated affiliates | 21,660 | 10,512 | ||||
| Debt discount accretion, net of noncontrolling interests' share | (50,036 | ) | — | |||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (721 | ) | (878 | ) | ||
| Company's share of interest expense | $ | 26,020 | $ | 31,933 | ||
| Ratio of Adjusted EBITDAre to Interest Expense | 3.6 | x | 2.7 | x |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Company's share of Adjusted EBITDAre | $ | 94,820 | $ | 84,704 | ||
| Interest expense | (55,117 | ) | (22,299 | ) | ||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 2,525 | 878 | ||||
| Reorganization items, net | 613 | — | ||||
| Income taxes | 305 | (1,142 | ) | |||
| Net amortization of deferred financing costs, premiums on available-for-sale securities, debt premiums and discounts | 35,268 | 573 | ||||
| Net amortization of intangible lease assets and liabilities | 4,755 | 327 | ||||
| Depreciation and interest expense from unconsolidated affiliates | (30,479 | ) | (23,968 | ) | ||
| Adjustment for unconsolidated affiliates with negative investment | 10,460 | — | ||||
| Litigation settlement | 65 | (57 | ) | |||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 938 | 558 | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | (2,373 | ) | (449 | ) | ||
| Gain on outparcel sales | (3 | ) | (107 | ) | ||
| Gain on insurance proceeds | (803 | ) | — | |||
| Equity in (earnings) losses of unconsolidated affiliates | (2,039 | ) | 4,275 | |||
| Distributions of earnings from unconsolidated affiliates | 4,743 | 4,110 | ||||
| Share-based compensation expense | 2,818 | 344 | ||||
| Change in estimate of uncollectable revenues | (1,962 | ) | 6,704 | |||
| Change in deferred tax assets | (1,267 | ) | — | |||
| Changes in operating assets and liabilities | (17,607 | ) | 13,942 | |||
| Cash flows provided by operating activities | $ | 45,660 | $ | 68,393 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Net loss | $ | (87,028 | ) | $ | (37,841 | ) |
| Depreciation and amortization | 133,419 | 95,611 | ||||
| Depreciation and amortization from unconsolidated affiliates | 17,339 | 26,986 | ||||
| Interest expense | 145,776 | 46,429 | ||||
| Interest expense from unconsolidated affiliates | 40,157 | 20,361 | ||||
| Income taxes | 602 | 2,123 | ||||
| Loss on impairment | 252 | 57,182 | ||||
| Gain on depreciable property from unconsolidated affiliates | (629 | ) | — | |||
| Gain on deconsolidation | (36,250 | ) | (55,131 | ) | ||
| EBITDAre ^(1)^ | 213,638 | 155,720 | ||||
| Reorganization items, net | 958 | — | ||||
| Litigation settlement | (146 | ) | (801 | ) | ||
| Abandoned projects expense | 834 | 287 | ||||
| Adjustment for unconsolidated affiliates with negative investment | (23,007 | ) | — | |||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 4,859 | 1,268 | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (1,837 | ) | (1,139 | ) | ||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (5,095 | ) | (1,845 | ) | ||
| Company's share of Adjusted EBITDAre | $ | 190,204 | $ | 153,490 | ||
| (1) | Includes $19 and $(192) for the six months ended June 30, 2022 and 2021, respectively, related to sales of non-depreciable real estate assets. | |||||
| --- | --- | |||||
| Successor | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Interest Expense: | ||||||
| Interest expense | $ | 145,776 | $ | 46,429 | ||
| Interest expense from unconsolidated affiliates | 40,157 | 20,361 | ||||
| Debt discount accretion, net of noncontrolling interests' share | (128,499 | ) | — | |||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,417 | ) | (1,845 | ) | ||
| Company's share of interest expense | $ | 56,017 | $ | 64,945 | ||
| Ratio of Adjusted EBITDAre to Interest Expense | 3.4 | x | 2.4 | x |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Six Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2021 | |||||
| Company's share of Adjusted EBITDAre | $ | 190,204 | $ | 153,490 | ||
| Interest expense | (145,776 | ) | (46,429 | ) | ||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 5,095 | 1,845 | ||||
| Reorganization items, net | (958 | ) | — | |||
| Income taxes | (602 | ) | (2,123 | ) | ||
| Net amortization of deferred financing costs, premiums on available-for-sale securities, debt premiums and discounts | 98,923 | 1,496 | ||||
| Net amortization of intangible lease assets and liabilities | 11,078 | 385 | ||||
| Depreciation and interest expense from unconsolidated affiliates | (57,496 | ) | (47,347 | ) | ||
| Gain on depreciable property from unconsolidated affiliates | 629 | — | ||||
| Adjustment for unconsolidated affiliates with negative investment | 23,007 | — | ||||
| Litigation settlement | 146 | 801 | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 1,837 | 1,139 | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | (4,859 | ) | (1,268 | ) | ||
| (Gain) loss on outparcel sales | (19 | ) | 192 | |||
| Gain on insurance proceeds | (803 | ) | — | |||
| Equity in (earnings) losses of unconsolidated affiliates | (10,606 | ) | 7,351 | |||
| Distributions of earnings from unconsolidated affiliates | 12,583 | 6,676 | ||||
| Share-based compensation expense | 5,561 | 739 | ||||
| Change in estimate of uncollectable revenues | (2,699 | ) | 15,525 | |||
| Change in deferred tax assets | (1,334 | ) | — | |||
| Changes in operating assets and liabilities | (35,822 | ) | 38,025 | |||
| Cash flows provided by operating activities | $ | 88,089 | $ | 130,497 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Components of Consolidated Rental Revenues
The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.
| Successor | Predecessor | ||||
|---|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | ||||
| 2022 | 2021 | ||||
| Minimum rents | $ | 98,038 | $ | 103,285 | |
| Percentage rents | 3,815 | 3,728 | |||
| Other rents | 2,244 | 1,629 | |||
| Tenant reimbursements | 25,907 | 29,617 | |||
| Estimate of uncollectable amounts | 1,828 | (6,943 | ) | ||
| Total rental revenues | $ | 131,832 | $ | 131,316 | |
| Successor | Predecessor | ||||
| --- | --- | --- | --- | --- | --- |
| Six Months Ended June 30, | Six Months Ended June 30, | ||||
| 2022 | 2021 | ||||
| Minimum rents | $ | 195,629 | $ | 203,538 | |
| Percentage rents | 9,093 | 6,415 | |||
| Other rents | 3,958 | 2,522 | |||
| Tenant reimbursements | 55,869 | 63,116 | |||
| Estimate of uncollectable amounts | 2,615 | (16,100 | ) | ||
| Total rental revenues | $ | 267,164 | $ | 259,491 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Schedule of Mortgage and Other Indebtedness
(Dollars in thousands)
| Property | Location | Non-<br><br><br>controlling<br><br><br>Interest % | Original<br><br><br>Maturity<br><br><br>Date | Optional<br><br><br>Extended<br><br><br>Maturity<br><br><br>Date | Interest<br><br><br>Rate | Balance as of June 30, 2022 | Balance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | Variable | ||||||||||||||||||
| Operating Properties: | |||||||||||||||||||
| Parkdale Mall & Crossing ^(1)^ | Beaumont, TX | Mar-21 | 5.85 | % | $ | 68,123 | ^^ | $ | 68,123 | $ | — | ||||||||
| Alamance Crossing ^(2)(3)^ | Burlington, NC | Jul-21 | 5.83 | % | 41,981 | 41,981 | — | ||||||||||||
| Southpark Mall ^(4)(5)^ | Colonial Heights, VA | Jun-22 | 4.85 | % | 54,800 | 54,800 | — | ||||||||||||
| Cross Creek Mall ^(5)^ | Fayetteville, NC | Jul-22 | 4.54 | % | 99,875 | 99,875 | — | ||||||||||||
| WestGate Mall ^(2)(3)^ | Spartanburg, SC | Jul-22 | 4.99 | % | 29,670 | 29,670 | — | ||||||||||||
| Fayette Mall ^(6)^ | Lexington, KY | May-23 | May-26 | 4.25 | % | 131,571 | 131,571 | — | |||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | Jun-23 | Jun-24 | 4.31 | % | 38,850 | — | 38,850 | |||||||||||
| Brookfield Square Anchor Redevelopment | Brookfield, WI | Dec-23 | Dec-24 | 3.96 | % | 18,690 | ^^ | — | 18,690 | ||||||||||
| Volusia Mall | Daytona Beach, FL | May-24 | 4.56 | % | 42,319 | 42,319 | — | ||||||||||||
| The Outlet Shoppes at Gettysburg ^(4)(5)^ | Gettysburg, PA | Oct-25 | 4.80 | % | 35,450 | 35,450 | — | ||||||||||||
| Northwoods Mall | North Charleston, SC | Apr-26 | 5.08 | % | 59,887 | 59,887 | — | ||||||||||||
| Arbor Place | Atlanta (Douglasville), GA | May-26 | 5.10 | % | 100,406 | 100,406 | — | ||||||||||||
| Hamilton Place | Chattanooga, TN | Jun-26 | 4.36 | % | 95,133 | 95,133 | — | ||||||||||||
| Jefferson Mall ^(4)(5)^ | Louisville, KY | Jun-26 | 4.75 | % | 57,298 | 57,298 | — | ||||||||||||
| Open-air centers and outparcels loan ^(7)^ | Jun-27 | Jun-29 | 6.10 | % | 360,000 | — | 360,000 | ||||||||||||
| Hamilton Place open-air centers secured loan | Jun-32 | 5.85 | % | 65,000 | 65,000 | — | |||||||||||||
| Total Loans On Operating Properties | 1,299,053 | 881,513 | 417,540 | ||||||||||||||||
| Weighted-average interest rate | 5.20 | % | 4.90 | % | 5.83 | % | |||||||||||||
| Corporate Debt: | |||||||||||||||||||
| Secured term loan | Nov-25 | Nov-26/Nov-27 | 3.81 | % | 853,331 | — | 853,331 | ||||||||||||
| SUBTOTAL | 853,331 | — | 853,331 | ||||||||||||||||
| Total Consolidated Debt | $ | 2,152,384 | ^(8)^ | $ | 881,513 | $ | 1,270,871 | ||||||||||||
| Weighted-average interest rate | 4.65 | % | 4.90 | % | 4.48 | % | |||||||||||||
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | |||||||||||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Oct-22 | Apr-23 | 5.55 | % | $ | 7,797 | ^^ | $ | — | $ | 7,797 | |||||||
| West County Center | Des Peres, MO | Dec-22 | 3.40 | % | 82,061 | 82,061 | — | ||||||||||||
| Friendly Center | Greensboro, NC | Apr-23 | 3.48 | % | 43,492 | 43,492 | — | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 30,000 | 30,000 | — | ||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 33,747 | ^^ | 33,747 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 3.56 | % | 4,406 | ^^ | — | 4,406 | |||||||||||
| Coastal Grand | Myrtle Beach, SC | Aug-24 | 4.09 | % | 50,681 | 50,681 | — | ||||||||||||
| Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 2,445 | 2,445 | — | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 3,450 | 3,450 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 3.57 | % | 8,355 | — | 8,355 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 32,938 | 32,938 | — | ||||||||||||
| 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 as of June 30, 2022 | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed | Variable | ||||||||||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 3.56 | % | 19,165 | ^^ | — | 19,165 | ||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 3.56 | % | 6,789 | ^^ | — | 6,789 | ||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 3.56 | % | 25,274 | ^^ | — | 25,274 | ||||||||||
| Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Mar-25 | 3.00 | % | 7,001 | ^^ | 7,001 | — | |||||||||||
| York Town Center | York, PA | Mar-25 | 4.75 | % | 15,000 | ^^ | 15,000 | — | |||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 131,486 | 131,486 | — | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 39,851 | 39,851 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 72,315 | 72,315 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 35,366 | 35,366 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-29 | 4.35 | % | 27,620 | ^^ | 27,620 | — | |||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | May-32 | 5.40 | % | 19,981 | 19,981 | — | ||||||||||||
| SUBTOTAL | 699,220 | ^(8)^ | 627,434 | 71,786 | |||||||||||||||
| Plus Other Debt: | ^^ | ||||||||||||||||||
| Greenbrier Mall ^(9)^ | Chesapeake, VA | Dec-19 | 5.41 | % | 61,647 | 61,647 | — | ||||||||||||
| EastGate Mall ^(9)^ | Cincinnati, OH | Apr-21 | 5.83 | % | 29,951 | 29,951 | — | ||||||||||||
| Asheville Mall ^(9)^ | Asheville, NC | Sep-21 | 5.80 | % | 62,121 | 62,121 | — | ||||||||||||
| SUBTOTAL | 153,719 | ^^ | 153,719 | — | |||||||||||||||
| Less Noncontrolling Interests' Share Of Consolidated Debt: | |||||||||||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | 35 | % | Jun-23 | Jun-24 | 4.31 | % | (13,597 | ) | — | (13,597 | ) | |||||||
| The Outlet Shoppes at Gettysburg ^(4)(5)^ | Gettysburg, PA | 50 | % | Oct-25 | 4.80 | % | (17,725 | ) | (17,725 | ) | — | ||||||||
| Hamilton Place | Chattanooga, TN | 10 | % | Jun-26 | 4.36 | % | (9,513 | ) | (9,513 | ) | — | ||||||||
| Hamilton Place open-air centers secured loan | 8% - 10% | Jun-32 | 5.85 | % | (5,533 | ) | (5,533 | ) | — | ||||||||||
| (46,368 | ) | ^(8)^ | (32,771 | ) | (13,597 | ) | |||||||||||||
| Company's Share Of Consolidated, Unconsolidated and Other Debt | $ | 2,958,955 | ^(8)^ | $ | 1,629,895 | $ | 1,329,060 | ||||||||||||
| Weighted-average interest rate | 4.57 | % | 4.67 | % | 4.44 | % | |||||||||||||
| Total Debt of Unconsolidated Affiliates: | |||||||||||||||||||
| The Outlet Shoppes of the Bluegrass - Phase II | Simpsonville, KY | Oct-22 | Apr-23 | 5.55 | % | $ | 7,797 | $ | — | $ | 7,797 | ||||||||
| West County Center | Des Peres, MO | Dec-22 | 3.40 | % | 164,123 | 164,123 | — | ||||||||||||
| Friendly Center | Greensboro, NC | Apr-23 | 3.48 | % | 86,985 | 86,985 | — | ||||||||||||
| The Shops at Friendly Center | Greensboro, NC | Apr-23 | 3.34 | % | 60,000 | 60,000 | — | ||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 67,494 | ^^ | 67,494 | — | |||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 3.56 | % | 4,406 | ^^ | — | 4,406 | |||||||||||
| Coastal Grand | Myrtle Beach, SC | Aug-24 | 4.09 | % | 101,363 | 101,363 | — | ||||||||||||
| Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 4,891 | 4,891 | — | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 6,900 | 6,900 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 3.57 | % | 16,710 | — | 16,710 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 65,876 | 65,876 | — | ||||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 3.56 | % | 38,331 | ^^ | — | 38,331 | ||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 3.56 | % | 13,579 | ^^ | — | 13,579 | ||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 3.56 | % | 50,547 | ^^ | — | 50,547 | ||||||||||
| 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 as of June 30, 2022 | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Fixed | Variable | ||||||||||||||||||
| Ambassador Town Center Infrastructure Improvements | Lafayette, LA | Mar-25 | 3.00 | % | 7,001 | 7,001 | — | ||||||||||||
| York Town Center | York, PA | Mar-25 | 4.75 | % | 30,000 | 30,000 | — | ||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 262,971 | 262,971 | — | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 61,309 | 61,309 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 144,629 | 144,629 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 70,732 | 70,732 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-29 | 4.35 | % | 42,492 | 42,492 | — | ||||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | May-32 | 5.40 | % | 39,961 | 39,961 | — | ||||||||||||
| $ | 1,348,097 | $ | 1,216,727 | $ | 131,370 | ||||||||||||||
| Weighted-average interest rate | 4.08 | % | 4.13 | % | 3.68 | % | |||||||||||||
| (1) | Subsequent to June 30, 2022, the loan secured by Parkdale Mall and Crossing was extended to March 2026. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (2) | The loan is in maturity default. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (3) | The Company is in discussions with the lender. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (4) | On November 1, 2021, the Company emerged from bankruptcy. The loan remains in default due to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020, which constituted an event of default with respect to the loan. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (5) | The Company is in discussions with the lender regarding an extension. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (6) | The loan has three one-year extension options for a fully extended maturity date of May 1, 2026. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (7) | The interest rate is a fixed 6.95% for $180,000 of the $360,000 loan, with the other half of the loan bearing a variable interest rate based on the 30-day SOFR plus 4.10%. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (8) | See page 16 for debt discounts and unamortized deferred financing costs. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| (9) | The loan is in default and the property was placed into receivership. The Company anticipates returning the property to the lender. Subsequent to June 30, 2022, the foreclosure process was completed in regard to Asheville Mall. | ||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Schedule of Maturities of Mortgage and Other Indebtedness
(Dollars in thousands)
Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:
| Year | Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Other Debt ^(1)^ | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated, Unconsolidated and Other<br><br><br>Debt | % of Total | Weighted<br><br><br>Average<br><br><br>Interest<br><br><br>Rate | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 ^(2)^ | $ | — | $ | — | $ | 61,647 | $ | — | $ | 61,647 | 2.08 | % | 5.41 | % | |||
| 2021 | 110,104 | — | 92,072 | — | 202,176 | 6.83 | % | 5.83 | % | ||||||||
| 2022 | 184,345 | 82,061 | — | — | 266,406 | 9.00 | % | 4.30 | % | ||||||||
| 2023 | — | 119,442 | — | — | 119,442 | 4.04 | % | 3.98 | % | ||||||||
| 2024 | 99,859 | 97,869 | — | (13,597 | ) | 184,131 | 6.22 | % | 4.20 | % | |||||||
| 2025 | 35,450 | 153,487 | — | (17,725 | ) | 171,212 | 5.79 | % | 4.09 | % | |||||||
| 2026 | 444,295 | 91,079 | — | (9,513 | ) | 525,861 | 17.77 | % | 4.47 | % | |||||||
| 2027 | 853,331 | — | — | — | 853,331 | 28.84 | % | 3.75 | % | ||||||||
| 2028 | — | 107,681 | — | — | 107,681 | 3.64 | % | 4.93 | % | ||||||||
| 2029 | 360,000 | 27,620 | — | — | 387,620 | 13.10 | % | 5.89 | % | ||||||||
| 2032 | 65,000 | 19,981 | — | (5,533 | ) | 79,448 | 2.69 | % | 5.74 | % | |||||||
| Face Amount of Debt | $ | 2,152,384 | $ | 699,220 | $ | 153,719 | $ | (46,368 | ) | $ | 2,958,955 | 100.00 | % | 4.54 | % | ||
| Based on Original Maturity Dates: | |||||||||||||||||
| Year | Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Unconsolidated<br><br><br>Affiliates' Debt | Other Debt ^(1)^ | Noncontrolling<br><br><br>Interests' Share<br><br><br>of Consolidated<br><br><br>Debt | CBL's Share of<br><br><br>Consolidated, Unconsolidated and Other<br><br><br>Debt | % of Total | Weighted<br><br><br>Average<br><br><br>Interest<br><br><br>Rate | ||||||||||
| 2019 ^(2)^ | $ | — | $ | — | $ | 61,647 | $ | — | $ | 61,647 | 2.08 | % | 5.41 | % | |||
| 2021 | 110,104 | — | 92,072 | — | 202,176 | 6.83 | % | 5.83 | % | ||||||||
| 2022 | 184,345 | 89,858 | — | — | 274,203 | 9.27 | % | 4.34 | % | ||||||||
| 2023 | 189,111 | 111,645 | — | (13,597 | ) | 287,159 | 9.70 | % | 4.09 | % | |||||||
| 2024 | 42,319 | 97,869 | — | — | 140,188 | 4.74 | % | 4.21 | % | ||||||||
| 2025 | 888,781 | 204,715 | — | (17,725 | ) | 1,075,771 | 36.36 | % | 3.79 | % | |||||||
| 2026 | 312,724 | 39,851 | — | (9,513 | ) | 343,062 | 11.59 | % | 4.69 | % | |||||||
| 2027 | 360,000 | — | — | — | 360,000 | 12.17 | % | 6.10 | % | ||||||||
| 2028 | — | 107,681 | — | — | 107,681 | 3.64 | % | 4.93 | % | ||||||||
| 2029 | — | 27,620 | — | — | 27,620 | 0.93 | % | 3.22 | % | ||||||||
| 2032 | 65,000 | 19,981 | — | (5,533 | ) | 79,448 | 2.69 | % | 5.74 | % | |||||||
| Face Amount of Debt | $ | 2,152,384 | $ | 699,220 | $ | 153,719 | $ | (46,368 | ) | $ | 2,958,955 | 100.00 | % | 4.54 | % | ||
| (1) | During the successor period for the six months ended June 30, 2022, the Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. During the successor period November 1, 2021 through December 31, 2021, the Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. During the predecessor period January 1, 2021 through October 31, 2021, the Company deconsolidated Asheville Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. Subsequent to June 30, 2022, the foreclosure process was completed in regard to Asheville Mall. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| (2) | Represents a non-recourse loan that is in default. | ||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Operating Metrics by Collateral Pool
Basis of Presentation
The tables below provide certain property level financial information by Property Type and by grouped into categories based on the debt supported. The Property Types include Malls, Lifestyle Centers, Outlet Centers, Open-Air Centers, Outparcels and Other, each as defined below:
Malls: The Malls are enclosed regional or super-regional shopping centers, generally anchored by two or more anchors or junior anchors and a wide variety of in-line stores.
Lifestyle Centers: The Lifestyle Centers are large regional or super-regional open-air centers, generally anchored by two or more anchors or junior anchors and a wide variety of stores that are often similar to the tenancy of Mall stores. CBL previously included Lifestyle Centers in the Mall category.
Outlet Centers: The Outlet Centers are open-air centers that are anchored by one or more large discount or off-price store as well as a selection of brand name discount or off-price stores. CBL previously included Outlet Centers in the Mall category.
Open-Air Centers: The Open-Air Centers are designed to attract local and regional customers. They are typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or may also feature traditional department stores. Open-Air Centers also feature a selection of shops that may include traditional retail stores, services, convenience offerings or other. Open-Air Centers may be located adjacent to CBL’s existing Malls or Lifestyle Centers. CBL previously reported its Open-Air Centers as Associated Centers and Community Centers.
Outparcels: The outparcels are subdivided improved parcels of land located at or adjacent to our Malls, Lifestyle Centers, Outlet Centers or Open-Air Centers that serve as collateral for the Secured Notes. The outparcels are generally single-tenant or multi-tenant buildings that are either structured on a ground lease or building lease. Outparcels were formerly reported as part of the Mall, Lifestyle Center, Outlet Center or Open-Air Center it is located at.
Other: Other includes other non-retail property types such as office, hotels, self-storage or vacant land.
The information provided in the tables below, including historic operational and financial information, is for Properties owned as of June 30, 2022, as listed on the Property List table. Information is provided on a “same-center” basis and any properties or interests in properties acquired or disposed of prior to June 30, 2022, were assumed to have been acquired or disposed for all periods presented.
Net Operating Income (NOI) and other financial information included in the presentation is reflected based on CBL’s share of ownership.
NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes straight-line rents, above/below market lease rates, landlord inducement write-offs, lease buyouts and management fees.
Due to the exclusions noted above, NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss).
Interest is calculated on a GAAP basis including amortization of deferred financing costs and accretion of debt discounts.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Property List:
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended ^(1)(2)^ | In-Line Occupancy ^(3)^ | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6/30/22 | 6/30/21 | 6/30/22 | 6/30/21 | ||||||||
| TERM LOAN ASSETS (HOLDCO I) | |||||||||||
| Malls: | |||||||||||
| CherryVale Mall | Rockford, IL | ||||||||||
| East Towne Mall | Madison, WI | ||||||||||
| Frontier Mall | Cheyenne, WY | ||||||||||
| Hanes Mall | Winston-Salem, NC | ||||||||||
| Imperial Valley | El Centro, CA | ||||||||||
| Kirkwood Mall | Bismarck, ND | ||||||||||
| Layton Hills Mall | Layton, UT | ||||||||||
| Mall del Norte | Laredo, TX | ||||||||||
| Northgate Mall | Chattanooga, TN | ||||||||||
| Post Oak Mall | College Station, TX | ||||||||||
| Richland Mall | Waco, TX | ||||||||||
| Sunrise Mall | Brownsville, TX | ||||||||||
| Turtle Creek Mall | Hattiesburg, MS | ||||||||||
| Valley View Mall | Roanoke, VA | ||||||||||
| West Towne Mall | Madison, WI | ||||||||||
| Westmoreland Mall | Greensburg, PA | ||||||||||
| Total Malls | $ | 407 | $ | 381 | 90.3 | % | 86.6 | % | |||
| Lifestyle Centers: | |||||||||||
| Mayfaire Town Center | Wilmington, NC | ||||||||||
| Pearland Town Center | Pearland, TX | ||||||||||
| Southaven Towne Center | Southaven, MS | ||||||||||
| Total Lifestyle Centers | $ | 427 | $ | 388 | 90.9 | % | 87.1 | % | |||
| Open-Air Centers: | |||||||||||
| Layton Hills Convenience Center | Layton, UT | ||||||||||
| Layton Hills Plaza | Layton, UT | ||||||||||
| Westmoreland Crossing | Greensburg, PA | ||||||||||
| Total Open-Air Centers | N/A | N/A | 98.0 | % | 94.9 | % | |||||
| Total Term Loan Assets (HoldCo I) | $ | 410 | $ | 382 | 90.9 | % | 87.2 | % | |||
| CONSOLIDATED UNENCUMBERED | |||||||||||
| Malls: | |||||||||||
| Brookfield Square | Brookfield, WI | ||||||||||
| Dakota Square Mall | Minot, ND | ||||||||||
| Eastland Mall | Bloomington, IL | ||||||||||
| Harford Mall | Bel Air, MD | ||||||||||
| Laurel Park Place | Livonia, MI | ||||||||||
| Meridian Mall | Lansing, MI | ||||||||||
| Mid Rivers Mall | St. Peters, MO | ||||||||||
| Monroeville Mall | Pittsburgh, PA | ||||||||||
| Northpark Mall | Joplin, MO | ||||||||||
| Old Hickory Mall | Jackson, TN | ||||||||||
| Parkway Place | Huntsville, AL | ||||||||||
| South County Center | St. Louis, MO | ||||||||||
| St. Clair Square | Fairview Heights, IL | ||||||||||
| Stroud Mall | Stroudsburg, PA | ||||||||||
| York Galleria | York, PA | ||||||||||
| Total Malls | $ | 364 | $ | 351 | 80.9 | % | 79.1 | % | |||
| Open-Air Centers: | |||||||||||
| Annex at Monroeville | Pittsburgh, PA | N/A | N/A | 100.0 | % | 99.0 | % | ||||
| Outparcels and Other ^(4)^: | N/A | N/A | 89.9 | % | 98.4 | % | |||||
| Total Consolidated Unencumbered | $ | 364 | $ | 351 | 83.9 | % | 82.8 | % | |||
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended ^(1)(2)^ | In-Line Occupancy ^(3)^ | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 6/30/22 | 6/30/21 | 6/30/22 | 6/30/21 | ||||||||
| JOINT VENTURE ASSETS | |||||||||||
| Malls: | |||||||||||
| Coastal Grand | Myrtle Beach, SC | ||||||||||
| CoolSprings Galleria | Nashville, TN | ||||||||||
| Governor's Square | Clarksville, TN | ||||||||||
| Kentucky Oaks Mall | Paducah, KY | ||||||||||
| Oak Park Mall | Overland Park, KS | ||||||||||
| West County Center | Des Peres, MO | ||||||||||
| Total Malls | $ | 547 | $ | 498 | 89.9 | % | 87.6 | % | |||
| Outlet Centers: | |||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | ||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | ||||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | ||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | ||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | ||||||||||
| Total Outlet Centers | $ | 442 | $ | 412 | 87.5 | % | 85.4 | % | |||
| Lifestyle Centers: | |||||||||||
| Friendly Center and The Shops at Friendly | Greensboro, NC | $ | 576 | $ | 517 | 88.9 | % | 88.5 | % | ||
| Open-Air Centers: | |||||||||||
| Ambassador Town Center | Lafayette, LA | ||||||||||
| Coastal Grand Crossing | Myrtle Beach, SC | ||||||||||
| Fremaux Town Center | Slidell, LA | ||||||||||
| Governor's Square Plaza | Clarksville, TN | ||||||||||
| Hammock Landing | West Melbourne, FL | ||||||||||
| The Pavilion at Port Orange | Port Orange, FL | ||||||||||
| The Promenade | D'Iberville, MS | ||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | ||||||||||
| York Town Center | York, PA | ||||||||||
| Total Open-Air Centers | N/A | N/A | 93.3 | % | 92.1 | % | |||||
| Total Joint Venture Assets | $ | 510 | $ | 466 | 90.3 | % | 88.5 | % | |||
| CONSOLIDATED ENCUMBERED ASSETS | |||||||||||
| Malls: | |||||||||||
| Arbor Place | Atlanta (Douglasville), GA | ||||||||||
| Cross Creek Mall | Fayetteville, NC | ||||||||||
| Fayette Mall | Lexington, KY | ||||||||||
| Hamilton Place | Chattanooga, TN | ||||||||||
| Jefferson Mall | Louisville, KY | ||||||||||
| Northwoods Mall | North Charleston, SC | ||||||||||
| Parkdale Mall | Beaumont, TX | ||||||||||
| Southpark Mall | Colonial Heights, VA | ||||||||||
| Volusia Mall | Daytona Beach, FL | ||||||||||
| Total Malls | $ | 463 | $ | 462 | 91.9 | % | 89.9 | % | |||
| Lifestyle Centers: | |||||||||||
| Alamance Crossing West | Burlington, NC | N/A | N/A | 73.7 | % | 73.7 | % | ||||
| Open-Air Centers: | |||||||||||
| CoolSprings Crossing | Nashville, TN | ||||||||||
| Courtyard at Hickory Hollow | Nashville, TN | ||||||||||
| Frontier Square | Cheyenne, WY | ||||||||||
| Gunbarrel Pointe | Chattanooga, TN | ||||||||||
| Hamilton Corner | Chattanooga, TN | ||||||||||
| Hamilton Crossing | Chattanooga, TN | ||||||||||
| Harford Annex | Bel Air, MD | ||||||||||
| The Landing at Arbor Place | Atlanta (Douglasville), GA | ||||||||||
| Parkdale Crossing | Beaumont, TX | ||||||||||
| The Plaza at Fayette | Lexington, KY | ||||||||||
| The Shoppes at Hamilton Place | Chattanooga, TN | ||||||||||
| The Shoppes at St. Clair Square | Fairview Heights, IL | ||||||||||
| Sunrise Commons | Brownsville, TX | ||||||||||
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended ^(1)(2)^ | In-Line Occupancy ^(3)^ | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 6/30/22 | 6/30/21 | 6/30/22 | 6/30/21 | ||||||||
| The Terrace | Chattanooga, TN | ||||||||||
| West Towne Crossing | Madison, WI | ||||||||||
| WestGate Crossing | Spartanburg, SC | ||||||||||
| Total Open-Air Centers | N/A | N/A | 92.9 | % | 89.2 | % | |||||
| Outparcels: | N/A | N/A | 95.3 | % | 98.3 | % | |||||
| Total Consolidated Encumbered Assets | $ | 463 | $ | 462 | 92.3 | % | 90.0 | % | |||
| Total Same-Center Portfolio | $ | 443 | $ | 417 | 89.5 | % | 87.3 | % | |||
| EXCLUDED PROPERTIES | |||||||||||
| Alamance Crossing East | Burlington, NC | ||||||||||
| Asheville Mall | Asheville, NC | ||||||||||
| EastGate Mall | Cincinnati, OH | ||||||||||
| Greenbrier Mall | Chesapeake, VA | ||||||||||
| WestGate Mall | Spartanburg, SC | ||||||||||
| Total Excluded Properties | N/A | N/A | N/A | N/A | |||||||
| (1) | Represents same-center sales per square foot for tenants 10,000 square feet or less for malls, outlet centers and lifestyle centers. Due to the temporary property and store closures that occurred during 2020 related to COVID-19, the majority of our tenants did not report sales for the full 2020 reporting period. As a result, sales for the trailing twelve months ended June 30, 2021, is computed using the first six months of 2021 and the last six months of 2019. | ||||||||||
| --- | --- | ||||||||||
| (2) | Sales are reported on a whole property basis. Sales for unencumbered portions or outparcels of a property with reporting tenants under 10,000 square feet are reflected with the sales of the main property. | ||||||||||
| --- | --- | ||||||||||
| (3) | Includes occupancy metrics for stores with gross leasable area under 20,000 square feet for unencumbered portions or outparcels of a property. | ||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Six Months Ended June 30, 2022 at CBL Share | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | ||||||||||||||||||||||
| NOI | Capital<br><br><br>Expenditures | Redevelopment | Unleveraged<br><br><br>Cash Flow | Interest | Non-Cash<br><br><br>Interest Expense ^(1)^ | Amortization | Cash Flow | |||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | ||||||||||||||||||||||
| Malls | $ | 56,361 | $ | (3,210 | ) | $ | - | $ | 53,151 | $ | - | $ | - | $ | - | $ | 53,151 | |||||
| Lifestyle Centers | 10,815 | (982 | ) | - | 9,833 | - | - | - | 9,833 | |||||||||||||
| Open-Air Centers | 1,985 | (49 | ) | - | 1,936 | - | - | - | 1,936 | |||||||||||||
| Term Loan Debt Service | - | - | - | - | (16,344 | ) | - | (26,761 | ) | (43,105 | ) | |||||||||||
| Total Term Loan Assets (HoldCo I) | 69,161 | (4,241 | ) | - | 64,920 | (16,344 | ) | - | (26,761 | ) | 21,815 | |||||||||||
| - | ||||||||||||||||||||||
| CONSOLIDATED UNENCUMBERED | - | |||||||||||||||||||||
| Malls | 31,211 | (2,319 | ) | (481 | ) | 28,411 | - | - | - | 28,411 | ||||||||||||
| Open-Air Centers | 520 | (190 | ) | - | 330 | - | - | - | 330 | |||||||||||||
| Outparcels | 910 | - | - | 910 | - | - | - | 910 | ||||||||||||||
| Other ^(2)^ | 1,647 | (203 | ) | - | 1,444 | (426 | ) | 135 | (342 | ) | 811 | |||||||||||
| Total Consolidated Unencumbered | 34,288 | (2,712 | ) | (481 | ) | 31,095 | (426 | ) | 135 | (342 | ) | 30,462 | ||||||||||
| - | ||||||||||||||||||||||
| JOINT VENTURE ASSETS | - | |||||||||||||||||||||
| Malls | 19,955 | (1,408 | ) | - | 18,547 | (5,232 | ) | (1,827 | ) | (2,517 | ) | 8,971 | ||||||||||
| Outlet Centers | 8,846 | (563 | ) | - | 8,283 | (6,140 | ) | 2,595 | (2,133 | ) | 2,605 | |||||||||||
| Lifestyle Centers | 6,071 | (97 | ) | - | 5,974 | (1,275 | ) | - | (581 | ) | 4,118 | |||||||||||
| Open-Air Centers | 12,877 | (347 | ) | - | 12,530 | (293 | ) | (2,525 | ) | (3,994 | ) | 5,718 | ||||||||||
| Total Joint Venture Assets | 47,749 | (2,415 | ) | - | 45,334 | (12,940 | ) | (1,757 | ) | (9,226 | ) | 21,411 | ||||||||||
| - | ||||||||||||||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | - | |||||||||||||||||||||
| Malls | 45,598 | (2,865 | ) | - | 42,733 | (80,932 | ) | 62,881 | (22,693 | ) | 1,989 | |||||||||||
| Lifestyle Centers | 944 | - | - | 944 | (74 | ) | - | - | 870 | |||||||||||||
| Open-Air Centers | 10,876 | (375 | ) | - | 10,501 | (1,182 | ) | - | (80 | ) | 9,239 | |||||||||||
| Outparcels | 8,770 | - | (2,019 | ) | 6,751 | (790 | ) | - | - | 5,961 | ||||||||||||
| Total Consolidated Encumbered Assets | 66,188 | (3,240 | ) | (2,019 | ) | 60,929 | (82,978 | ) | 62,881 | (22,773 | ) | 18,059 | ||||||||||
| - | ||||||||||||||||||||||
| Secured Note Debt Service | - | - | - | - | (17,721 | ) | 788 | - | (16,933 | ) | ||||||||||||
| Total Same-Center | $ | 217,386 | $ | (12,608 | ) | $ | (2,500 | ) | $ | 202,278 | $ | (130,409 | ) | $ | 62,047 | $ | (59,102 | ) | $ | 74,814 | ||
| (1) | Non-cash interest expense consists of default interest and the accretion of debt discounts. Also, the $788 of non-cash interest expense related to the Exchangeable Secured Notes Debt Service represents accrued interest settled in shares of common stock issued by the Company upon the conversion of the exchangeable notes. | |||||||||||||||||||||
| --- | --- |
(2)The loan secured by one of the properties was retired during the three months ended June 30, 2022.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Six Months Ended June 30, 2021 at CBL Share ^(1)^ | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | ||||||||||||||||||||||
| NOI | Capital<br><br><br>Expenditures | Redevelopment | Unleveraged<br><br><br>Cash Flow | Interest | Non-Cash<br><br><br>Interest Expense ^(2)^ | Amortization | Cash Flow | |||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | ||||||||||||||||||||||
| Malls | $ | 52,310 | $ | (3,065 | ) | $ | - | $ | 49,245 | $ | - | $ | - | $ | - | $ | 49,245 | |||||
| Lifestyle Centers | 9,860 | (473 | ) | (4,815 | ) | 4,572 | - | - | - | 4,572 | ||||||||||||
| Open-Air Centers | 1,675 | (23 | ) | - | 1,652 | - | - | - | 1,652 | |||||||||||||
| Total Term Loan Assets (HoldCo I) | 63,845 | (3,561 | ) | (4,815 | ) | 55,469 | - | - | - | 55,469 | ||||||||||||
| CONSOLIDATED UNENCUMBERED | ||||||||||||||||||||||
| Malls | 29,946 | (1,237 | ) | - | 28,709 | - | - | - | 28,709 | |||||||||||||
| Open-Air Centers | 572 | (189 | ) | - | 383 | - | - | - | 383 | |||||||||||||
| Outparcels | 764 | - | (2,892 | ) | (2,128 | ) | - | - | - | (2,128 | ) | |||||||||||
| Other | 1,921 | (57 | ) | - | 1,864 | (375 | ) | - | (391 | ) | 1,098 | |||||||||||
| Total Consolidated Unencumbered | 33,203 | (1,483 | ) | (2,892 | ) | 28,828 | (375 | ) | - | (391 | ) | 28,062 | ||||||||||
| JOINT VENTURE ASSETS | ||||||||||||||||||||||
| Malls | 19,201 | (188 | ) | - | 19,013 | (8,893 | ) | 1,794 | (2,923 | ) | 8,991 | |||||||||||
| Outlet Centers | 7,991 | (356 | ) | - | 7,635 | (6,517 | ) | 2,935 | (2,869 | ) | 1,184 | |||||||||||
| Lifestyle Centers | 5,670 | (44 | ) | - | 5,626 | (1,976 | ) | 681 | (561 | ) | 3,770 | |||||||||||
| Open-Air Centers | 12,303 | (22 | ) | - | 12,281 | (4,050 | ) | 1,011 | (3,526 | ) | 5,716 | |||||||||||
| Total Joint Venture Assets | 45,165 | (610 | ) | - | 44,555 | (21,436 | ) | 6,421 | (9,879 | ) | 19,661 | |||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||||||||||
| Malls | 42,394 | (607 | ) | - | 41,787 | (32,473 | ) | 13,385 | (14,863 | ) | 7,836 | |||||||||||
| Lifestyle Centers | 997 | - | - | 997 | - | - | - | 997 | ||||||||||||||
| Open-Air Centers | 10,012 | (572 | ) | - | 9,440 | (338 | ) | 112 | (153 | ) | 9,061 | |||||||||||
| Outparcels | 8,211 | - | - | 8,211 | - | - | - | 8,211 | ||||||||||||||
| Total Consolidated Encumbered Assets | 61,614 | (1,179 | ) | - | 60,435 | (32,811 | ) | 13,497 | (15,016 | ) | 26,105 | |||||||||||
| Total Same-Center | $ | 203,827 | $ | (6,833 | ) | $ | (7,707 | ) | $ | 189,287 | $ | (54,622 | ) | $ | 19,918 | $ | (25,286 | ) | $ | 129,297 | ||
| (1) | Represents the Predecessor period. | |||||||||||||||||||||
| --- | --- | |||||||||||||||||||||
| (2) | Non-cash interest expense consists of default interest. | |||||||||||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| CBL & Associates HoldCo I, LLC - Consolidated Balance Sheet | ||||||
|---|---|---|---|---|---|---|
| (unaudited, in thousands) | ||||||
| June 30,<br><br><br>2022 | December 31,<br><br><br>2021 | |||||
| ASSETS | ||||||
| Real estate assets: | ||||||
| Land | $ | 174,313 | $ | 174,292 | ||
| Buildings and improvements | 394,284 | 385,577 | ||||
| 568,597 | 559,869 | |||||
| Accumulated depreciation | (28,900 | ) | (7,188 | ) | ||
| 539,697 | 552,681 | |||||
| Developments in progress | 660 | 3,884 | ||||
| Net investment in real estate assets | 540,357 | 556,565 | ||||
| Cash | 24,371 | 17,887 | ||||
| Restricted cash | 8,455 | 339 | ||||
| Receivables: | ||||||
| Tenant | 10,182 | 14,180 | ||||
| Other | 4,289 | 354 | ||||
| In-place leases, net | 107,749 | 133,806 | ||||
| Above market leases, net | 66,377 | 77,466 | ||||
| Other assets | 2,828 | 1,893 | ||||
| $ | 764,608 | $ | 802,490 | |||
| LIABILITIES AND EQUITY | ||||||
| Senior secured term loan, net of deferred financing costs | $ | 852,334 | $ | 878,949 | ||
| Below market leases, net | 43,608 | 51,333 | ||||
| Accounts payable and accrued liabilities | 38,655 | 41,042 | ||||
| Total liabilities | 934,597 | 971,324 | ||||
| Owner's deficit | (169,989 | ) | (168,834 | ) | ||
| $ | 764,608 | $ | 802,490 | |||
| CBL & Associates HoldCo I, LLC - Consolidated Income Statement | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| (unaudited, in thousands) | ||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||
| 2022 | 2022 | |||||
| REVENUES: | ||||||
| Rental revenues | $ | 48,131 | $ | 99,992 | ||
| Other | 1,319 | 2,383 | ||||
| Total revenues | 49,450 | 102,375 | ||||
| EXPENSES: | ||||||
| Property operating | (7,423 | ) | (15,785 | ) | ||
| Depreciation and amortization | (23,385 | ) | (48,743 | ) | ||
| Real estate taxes | (4,908 | ) | (9,661 | ) | ||
| Maintenance and repairs | (4,018 | ) | (7,801 | ) | ||
| Management fees | (2,250 | ) | (4,500 | ) | ||
| Total expenses | (41,984 | ) | (86,490 | ) | ||
| OTHER INCOME (EXPENSES): | ||||||
| Other income | 805 | 833 | ||||
| Interest expense | (8,245 | ) | (16,493 | ) | ||
| Total other income (expenses) | (7,440 | ) | (15,660 | ) | ||
| NET INCOME | $ | 26 | $ | 225 | ||
| Modified Cash NOI ^(1)^ | $ | 62,288 | $ | 99,214 | ||
| Interest Coverage Ratio ^(2)^ | 4.5x | |||||
| Interest Coverage Ratio - pro forma ^(2)^ | 4.5x | |||||
| (1) | Modified Cash NOI is calculated in accordance with the terms of the exit credit agreement and is not comparable to the Company’s definition of NOI presented on page 6 that is used for NOI and same-center NOI metrics. | |||||
| --- | --- | |||||
| (2) | The Interest Coverage Ratio represents Modified Cash NOI divided by Facility Interest Expense, as defined in the exit credit agreement. Interest Coverage Ratio for the period ended June 30, 2022 represents actual Modified Cash NOI for the period divided by actual Facility Interest Expense for the period. The pro forma Interest Coverage Ratio represents actual trailing four-quarter Modified Cash NOI divided by actual Facility Interest Expense for the period November 1, 2021 through June 30, 2022 that has been annualized. | |||||
| --- | --- | |||||
| CBL & Associates HoldCo I, LLC - Statement of Cash Flows | ||||||
| --- | --- | --- | --- | |||
| (unaudited, in thousands) | ||||||
| Six Months Ended June 30, | ||||||
| 2022 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net Income | $ | 225 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Depreciation and amortization | 48,743 | |||||
| Net amortization of deferred financing costs and debt discounts | 149 | |||||
| Net amortization of intangible lease assets and liabilities | 3,391 | |||||
| Gain on sales of real estate assets | (3 | ) | ||||
| Gain on insurance proceeds | (803 | ) | ||||
| Change in estimate of uncollectable revenues | (1,739 | ) | ||||
| Changes in: | ||||||
| Tenant and other receivables | 3,061 | |||||
| Other assets | (645 | ) | ||||
| Accounts payable and accrued liabilities | 1,281 | |||||
| Net cash provided by operating activities | 53,660 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Additions to real estate assets | (6,954 | ) | ||||
| Proceeds from sales of real estate assets | 5 | |||||
| Proceeds from insurance | 743 | |||||
| Changes in other assets | (192 | ) | ||||
| Net cash used in investing activities | (6,398 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Principal payments on mortgage and other indebtedness | (26,761 | ) | ||||
| Additions to deferred financing costs | (4 | ) | ||||
| Distributions to member | (5,897 | ) | ||||
| Net cash used in financing activities | (32,662 | ) | ||||
| NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 14,600 | |||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 18,226 | |||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 32,826 | ||||
| Reconciliation from consolidated statement of cash flows to consolidated balance sheets: | ||||||
| Cash and cash equivalents | $ | 24,371 | ||||
| Restricted cash | 8,455 | |||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 32,826 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
| Property Type | Square<br><br><br>Feet | Prior Gross<br><br><br>Rent PSF | New Initial<br><br><br>Gross Rent<br><br><br>PSF | % Change<br><br><br>Initial | New Average<br><br><br>Gross Rent<br><br><br>PSF^(1)^ | % Change<br><br><br>Average | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter-to-Date: | ||||||||||||||
| All Property Types ^(2)^ | 542,294 | $ | 35.09 | $ | 31.43 | (10.4 | )% | $ | 32.20 | (8.2 | )% | |||
| Malls, Lifestyle Centers & Outlet Centers | 481,508 | 37.15 | 33.08 | (11.0 | )% | 33.91 | (8.7 | )% | ||||||
| New leases | 44,980 | 38.71 | 42.02 | 8.6 | % | 44.22 | 14.2 | % | ||||||
| Renewal leases | 436,528 | 36.99 | 32.16 | (13.1 | )% | 32.85 | (11.2 | )% | ||||||
| Year-to-Date: | ||||||||||||||
| All Property Types ^(2)^ | 1,094,808 | $ | 34.18 | $ | 30.26 | (11.5 | )% | $ | 30.86 | (9.7 | )% | |||
| Malls, Lifestyle Centers & Outlet Centers | 1,019,404 | 35.31 | 31.10 | (11.9 | )% | 31.73 | (10.1 | )% | ||||||
| New leases | 107,549 | 43.99 | 40.58 | (7.7 | )% | 43.48 | (1.2 | )% | ||||||
| Renewal leases | 911,855 | 34.28 | 29.98 | (12.6 | )% | 30.34 | (11.5 | )% | ||||||
| Average Annual Base Rents Per Square Foot ^(3)^ By Property Type For Small Shop Space Less Than 10,000 Square Feet: | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Total Leasing Activity: | Successor | Predecessor | ||||||||||||
| Square Feet | As of June 30, | As of June 30, | ||||||||||||
| Quarter-to-Date: | 2022 | 2021 | ||||||||||||
| Operating portfolio: | Same-center Malls, Lifestyle & Outlet Centers | $ | 29.43 | $ | 30.38 | |||||||||
| New leases | 395,752 | Total Malls | 30.02 | 31.10 | ||||||||||
| Renewal leases | 633,563 | Total Lifestyle Centers | 27.88 | 27.05 | ||||||||||
| Total leased | 1,029,315 | Total Outlet Centers | 26.51 | 26.32 | ||||||||||
| Total Malls, Lifestyle & Outlet Centers | 29.43 | 30.21 | ||||||||||||
| Year-to-Date: | Open-Air Centers | 15.10 | 15.15 | |||||||||||
| Operating Portfolio: | Other | 19.31 | 19.26 | |||||||||||
| New leases | 630,642 | |||||||||||||
| Renewal leases | 1,450,369 | |||||||||||||
| Total leased | 2,081,011 | |||||||||||||
| (1) | Average gross rent does not incorporate allowable future increases for recoverable common area expenses. | |||||||||||||
| --- | --- | |||||||||||||
| (2) | Includes malls, lifestyle centers, outlet centers, open-air centers and other. | |||||||||||||
| --- | --- | |||||||||||||
| (3) | Average annual base rents per square foot are based on contractual rents in effect as of June 30, 2022, including the impact of any rent concessions. Average base rents for open-air centers and office buildings include all leased space, regardless of size. | |||||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet
For the Six Months Ended June 30, 2022 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 2022: | ||||||||||||||||||||||
| New | 72 | 198,699 | 6.45 | $ | 37.00 | $ | 38.57 | $ | 38.05 | $ | (1.05 | ) | (2.8 | )% | $ | 0.52 | 1.4 | % | ||||
| Renewal | 408 | 1,283,061 | 2.57 | 30.02 | 30.22 | 33.31 | (3.29 | ) | (9.9 | )% | (3.09 | ) | (9.3 | )% | ||||||||
| Commencement 2022 Total | 480 | 1,481,760 | 3.15 | 30.95 | 31.34 | 33.95 | (3.00 | ) | (8.8 | )% | (2.61 | ) | (7.7 | )% | ||||||||
| Commencement 2023: | ||||||||||||||||||||||
| New | 3 | 1,682 | 6.69 | 128.45 | 141.29 | 102.57 | 25.88 | 25.2 | % | 38.72 | 37.7 | % | ||||||||||
| Renewal | 67 | 157,822 | 2.61 | 52.06 | 52.40 | 51.86 | 0.20 | 0.4 | % | 0.54 | 1.0 | % | ||||||||||
| Commencement 2023 Total | 70 | 159,504 | 2.78 | 52.86 | 53.34 | 52.39 | 0.47 | 0.9 | % | 0.95 | 1.8 | % | ||||||||||
| Total 2022/2023 | 550 | 1,641,264 | 3.10 | $ | 33.08 | $ | 33.48 | $ | 35.74 | $ | (2.66 | ) | (7.4 | )% | $ | (2.26 | ) | (6.3 | )% |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Top 25 Tenants Based On Percentage Of Total Annualized Revenues
| Tenant | Number of<br><br><br>Stores | Square<br><br><br>Feet | Percentage<br><br><br>of Total<br><br><br>Revenues ^(1)^ | |||||
|---|---|---|---|---|---|---|---|---|
| 1 | Signet Jewelers Ltd. ^(2)^ | 112 | 166,502 | 2.75 | % | |||
| 2 | Victoria's Secret & Co. ^(3)^ | 49 | 397,537 | 2.63 | % | |||
| 3 | Foot Locker, Inc. | 79 | 381,257 | 2.58 | % | |||
| 4 | American Eagle Outfitters, Inc. | 60 | 366,320 | 2.35 | % | |||
| 5 | Dick's Sporting Goods, Inc. ^(4)^ | 25 | 1,463,010 | 2.05 | % | |||
| 6 | Bath & Body Works, Inc. ^(3)^ | 57 | 231,813 | 1.94 | % | |||
| 7 | Genesco Inc. ^(5)^ | 83 | 161,802 | 1.61 | % | |||
| 8 | Finish Line, Inc. | 36 | 189,264 | 1.45 | % | |||
| 9 | The Buckle, Inc. | 38 | 196,010 | 1.20 | % | |||
| 10 | Luxottica Group S.P.A. ^(6)^ | 81 | 179,125 | 1.19 | % | |||
| 11 | Cinemark Holdings, Inc. | 9 | 467,190 | 1.14 | % | |||
| 12 | The Gap, Inc. | 45 | 535,015 | 1.12 | % | |||
| 13 | Express Fashions | 30 | 246,437 | 1.00 | % | |||
| 14 | Hot Topic, Inc. | 92 | 215,412 | 0.96 | % | |||
| 15 | H & M Hennes & Mauritz AB | 38 | 803,811 | 0.95 | % | |||
| 16 | Spencer Spirit Holdings, Inc. | 47 | 107,706 | 0.89 | % | |||
| 17 | Shoe Show, Inc. | 29 | 378,849 | 0.89 | % | |||
| 18 | Barnes & Noble, Inc. | 17 | 465,199 | 0.85 | % | |||
| 19 | Abercrombie & Fitch, Co. | 27 | 185,243 | 0.84 | % | |||
| 20 | Claire's Stores, Inc. | 69 | 86,405 | 0.84 | % | |||
| 21 | The Children's Place, Inc. | 35 | 151,723 | 0.76 | % | |||
| 22 | The TJX Companies, Inc. ^(7)^ | 18 | 520,475 | 0.75 | % | |||
| 23 | Ulta Salon, Cosmetics & Fragrance, Inc. | 23 | 237,961 | 0.71 | % | |||
| 24 | Regal Entertainment Group | 7 | 370,773 | 0.68 | % | |||
| 25 | Focus Brands LLC ^(8)^ | 67 | 46,818 | 0.66 | % | |||
| 1,173 | 8,551,657 | 32.79 | % | |||||
| (1) | Includes the Successor Company's and Predecessor Company’s proportionate share of total revenues from consolidated and unconsolidated affiliates based on the ownership percentage in the respective joint venture and any other applicable terms. | |||||||
| --- | --- | |||||||
| (2) | Signet Jewelers Ltd. operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zales, Peoples and Piercing Pagoda. | |||||||
| --- | --- | |||||||
| (3) | Formerly part of L Brands, LLC. Separated into individual legal entities effective August 2021. | |||||||
| --- | --- | |||||||
| (4) | Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream. | |||||||
| --- | --- | |||||||
| (5) | Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone and Clubhouse. | |||||||
| --- | --- | |||||||
| (6) | Luxottica Group S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut. | |||||||
| --- | --- | |||||||
| (7) | The TJX Companies, Inc. operates T.J. Maxx, Marshalls, HomeGoods and Sierra Trading Post. In Europe, they operate T.K. Maxx, HomeSense. | |||||||
| --- | --- | |||||||
| (8) | Focus Brands operates certain Auntie Anne’s, Cinnabon, Moe’s Southwest Grill and Planet Smoothie locations. | |||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Capital Expenditures
(In thousands)
| Successor | Predecessor | |||
|---|---|---|---|---|
| Three Months Ended June 30, | Three Months Ended June 30, | |||
| 2022 | 2021 | |||
| Tenant allowances ^(1)^ | $ | 4,173 | $ | 3,375 |
| Deferred maintenance: ^(2)^ | ||||
| Parking lot and parking lot lighting | 980 | 57 | ||
| Roof replacements | 2 | 308 | ||
| Other capital expenditures | 2,275 | 1,782 | ||
| Total deferred maintenance expenditures | 3,257 | 2,147 | ||
| Total capital expenditures | $ | 7,430 | $ | 5,522 |
| Successor | Predecessor | |||
| --- | --- | --- | --- | --- |
| Six Months Ended June 30, | Six Months Ended June 30, | |||
| 2022 | 2021 | |||
| Tenant allowances ^(1)^ | $ | 7,040 | $ | 4,252 |
| Deferred maintenance: ^(2)^ | ||||
| Parking lot and parking lot lighting | 1,513 | 57 | ||
| Roof replacements | 126 | 308 | ||
| Other capital expenditures | 4,097 | 2,241 | ||
| Total deferred maintenance expenditures | 5,736 | 2,606 | ||
| Total capital expenditures | $ | 12,776 | $ | 6,858 |
| (1) | Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease. | |||
| --- | --- | |||
| (2) | The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures. | |||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Developments Completed at June 30, 2022
(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)^ | 2022<br><br><br>Cost | Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Outparcel Developments: | ||||||||||||
| Kirkwood Mall - Five Guys, Blaze Pizza, Thrifty White, Pancheros, Chick-fil-A | Bismarck, ND | 100% | 15,275 | $ | 7,976 | $ | 6,377 | $ | 2,019 | Q2 '22 | 8.9% | |
| (1) | Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor company and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor company and the successor company. | |||||||||||
| --- | --- |
Redevelopments in Progress as of June 30, 2022
(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)^ | 2022<br><br><br>Cost | Expected Opening<br><br><br>Date | Initial<br><br><br>Unleveraged<br><br><br>Yield | ||||
| Redevelopments: | ||||||||||||
| Dakota Square Herberger's Redevelopment - Five Below | Minot, ND | 100% | 9,502 | $ | 1,834 | $ | 481 | $ | 481 | Fall-22 | 8.7% | |
| (1) | Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor company and the successor company. | |||||||||||
| --- | --- | |||||||||||
| (2) | Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor company and the successor company. | |||||||||||
| --- | --- |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans
| Property | Location | Sears Redevelopment Plans | BonTon Redevelopment Plans |
|---|---|---|---|
| Arbor Place | Atlanta (Douglasville), GA | Sears sold to third party developer for redevelopment. Lease out for signature with home store. | |
| Brookfield Square | Brookfield, WI | Redeveloped in 2019 with Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's, convention center/hotel. | Sold to third party for future office use. |
| CherryVale Mall | Rockford, IL | Redeveloped with Tilt in 2020. | Gallery Furniture opened in 2021. |
| Coastal Grand | Myrtle Beach, SC | Owned by Sears. | |
| CoolSprings Galleria | Nashville, TN | Redeveloped in 2015. | |
| Cross Creek Mall | Fayetteville, NC | Sale of parcel to Rooms to Go. New store opened in December 2021. Longhorn Steakhouse opened. Pad sale to Main Event executed. | |
| Dakota Square Mall | Minot, ND | Sold to Scheel's for future relocation/expansion of existing store. New store under construction and expected to open 2022. | Ross Dress For Less opened. Five Below estimated opening in fall 2022. |
| East Towne Mall | Madison, WI | Owned by Sears. | Owned by third party. |
| Eastland Mall | Bloomington, IL | Actively leasing. | Actively leasing. |
| Fayette Mall | Lexington, KY | Redeveloped in 2016. | |
| Friendly Center and The Shops at Friendly | Greensboro, NC | Owned by Sears. Whole Foods sub-leases a third of the box. Sears still operating in remainder. | |
| Frontier Mall | Cheyenne, WY | Owned by third party. Jax Outdoor Gear purchased the location and opened in November 2019. | |
| Governor's Square | Clarksville, TN | 50/50 joint venture property. Under negotiation/LOIs with tenants. | |
| Hamilton Place | Chattanooga, TN | Redevelopment with Cheesecake Factory (Dec 2019), Dick's Sporting Goods and Dave & Busters (March 2020). Malone's (opening TBD). Aloft hotel opened in June 2021. | |
| Hanes Mall | Winston-Salem, NC | Owned by third party. Novant Health, Inc. purchased Sears and Sear TBA for future medical office. | |
| Harford Mall | Bel Air, MD | Sold to third party developer. New grocer under construction. | |
| Imperial Valley Mall | El Centro, CA | Owned by Seritage. | |
| Jefferson Mall | Louisville, KY | Currently occupied by Overstock. Under negotiation for sale to wholesale club. | |
| Kentucky Oaks Mall | Paducah, KY | Owned by Seritage. Redeveloped with Burlington and Ross Dress for Less. | 50/50 joint venture asset. HomeGoods and Five Below opened in November 2019. |
| Kirkwood Mall | Bismarck, ND | New Chick-fil-A, Five Guys, Thrifty White Pharmacy, Blaze Pizza and Panchero's Restaurant opened in parking lot. Building lease out for signature with entertainment use. | |
| Laurel Park Place | Livonia, MI | Dunham's Sports opened in November 2019. | |
| Layton Hills Mall | Layton, UT | ||
| Mall del Norte | Laredo, TX | Owned by Sears. | |
| Mayfaire Town Center | Wilmington, NC | ||
| Meridian Mall | Lansing, MI | High Caliber Karts opened fall 2019. Activey leasing women's store - under negotiation with grocer. | |
| Mid Rivers Mall | St. Peters, MO | Owned by Sears. | |
| Monroeville Mall | Pittsburgh, PA | ||
| Property | Location | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| --- | --- | --- | --- |
| Northgate Mall | Chattanooga, TN | Building purchased by third party for non-retail development. | |
| Northpark Mall | Joplin, MO | Building owned by Sears. | |
| Northwoods Mall | North Charleston, SC | Owned by Seritage. Redeveloped with Burlington. | |
| Oak Park Mall | Overland Park, KS | ||
| Old Hickory Mall | Jackson, TN | Actively leasing. | |
| Parkdale Mall | Beaumont, TX | Owned by Sears. | |
| Parkway Place | Huntsville, AL | ||
| Pearland Town Center | Pearland, TX | ||
| Post Oak Mall | College Station, TX | Location purchased from Sears by third party. Conn's opened. Home Supply store under negotiation. | |
| Richland Mall | Waco, TX | Dillard's opened Q2 2020. | |
| South County Center | St. Louis, MO | Sears still paying rent under ground lease. | |
| Southaven Towne Center | Southaven, MS | ||
| Southpark Mall | Colonial Heights, VA | Under negotiation with non-retail use. | |
| St. Clair Square | Fairview Heights, IL | Building owned by Sears on ground lease. | |
| Stroud Mall | Stroudsburg, PA | EFO Furniture Outlet opened in February 2020. | Shoprite opened in October 2019. |
| Sunrise Mall | Brownsville, TX | Sears sold to third party developer. TruFit opened. Main Event opened summer 2022. | |
| The Outlet Shoppes at Atlanta | Woodstock, GA | ||
| The Outlet Shoppes at El Paso | El Paso, TX | ||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | ||
| The Outlet Shoppes at Laredo | Laredo, TX | ||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | ||
| Turtle Creek Mall | Hattiesburg, MS | Owned by Sears. | |
| Valley View Mall | Roanoke, VA | Owned by Sears. | |
| Volusia Mall | Daytona Beach, FL | Sears sold to third party developer for future redevelopment. | |
| West County Center | St. Louis, MO | ||
| West Towne Mall | Madison, WI | Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby opened in June 2021. Portillo's restaurant under construction. | Von Maur under construction. Opening 2022. |
| Westmoreland Mall | Greensburg, PA | Building owned by Sears on ground lease. Potential for non-retail. | Stadium Casino opened in November 2020. |
| York Galleria | York, PA | Hollywood Casino opened in August 2021. | Extra Space Storage (store purchased and converted). |
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