Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Cover [Abstract] | ||
Entity Central Index Key | 0000910612 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-12494 | |
Entity Registrant Name | CBL & ASSOCIATES PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 62-1545718 | |
Entity Address, Address Line One | 2030 Hamilton Place Blvd. | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Chattanooga | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37421 | |
City Area Code | 423 | |
Local Phone Number | 855-0001 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Title of 12(b) Security | Common Stock, $0.001 par value, with associated Stock Purchase Rights | |
Trading Symbol | CBL | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 32,060,922 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Real estate assets: | |||
Land | [1] | $ 590,327 | $ 596,715 |
Buildings and improvements | [1] | 1,194,887 | 1,198,597 |
Real estate assets | [1] | 1,785,214 | 1,795,312 |
Accumulated depreciation | [1] | (161,466) | (136,901) |
Real estate investment property, net, before developments in progress | [1] | 1,623,748 | 1,658,411 |
Developments in progress | [1] | 7,162 | 5,576 |
Net investment in real estate assets | [1] | 1,630,910 | 1,663,987 |
Cash and cash equivalents | [1] | 22,555 | 44,718 |
Restricted cash | [1] | 72,432 | 97,231 |
Available-for-sale securities - at fair value (amortized cost of $259,928 and $293,476 as of March 31, 2023 and December 31, 2022, respectively) | [1] | 259,404 | 292,422 |
Receivables: | |||
Tenant | [1] | 32,590 | 40,620 |
Other | [1] | 4,203 | 3,876 |
Investments in unconsolidated affiliates | [1] | 75,900 | 77,295 |
In-place leases, net | [1] | 219,391 | 247,497 |
Above market leases, net | [1] | 156,274 | 171,265 |
Intangible lease assets and other assets | [1] | 42,132 | 39,332 |
Total assets | [1] | 2,515,791 | 2,678,243 |
LIABILITIES AND EQUITY | |||
Mortgage and other indebtedness, net | 1,946,429 | 2,000,186 | |
Below market leases, net | 101,628 | 110,616 | |
Accounts payable and accrued liabilities | 110,129 | 200,312 | |
Total liabilities | [1] | 2,158,186 | 2,311,114 |
Shareholders' equity: | |||
Common stock, $.001 par value, 200,000,000 shares authorized, 32,060,956 and 31,780,109 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 32 | 32 | |
Additional paid-in capital | 711,956 | 710,497 | |
Accumulated other comprehensive loss | (524) | (1,054) | |
Accumulated deficit | (348,699) | (338,934) | |
Total shareholders' equity | 362,765 | 370,541 | |
Noncontrolling interests | (5,160) | (3,412) | |
Total equity | 357,605 | 367,129 | |
Total liabilities, redeemable noncontrolling interests and equity | $ 2,515,791 | $ 2,678,243 | |
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Available-for-sale securities, amortized cost | $ 259,928 | $ 293,476 | |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | |
Common stock authorized (shares) | 200,000,000 | 200,000,000 | |
Common stock issued (shares) | 32,060,922 | 31,780,075 | |
Common stock outstanding (shares) | 32,060,922 | 31,780,075 | |
Variable interest asset entities | [1] | $ 2,515,791 | $ 2,678,243 |
Variable interest liability entities | [1] | 2,158,186 | $ 2,311,114 |
Variable Interest Entity Primary Beneficiary | |||
Variable interest asset entities | 187,693 | ||
Variable Interest Entity Primary Beneficiary | Nonrecourse | |||
Variable interest liability entities | $ 203,730 | ||
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
REVENUES: | |||
Rental revenues | $ 130,324 | $ 135,332 | |
Management, development and leasing fees | 2,434 | 1,769 | |
Other | 3,601 | 3,001 | |
Total revenues | [1],[2] | 136,359 | 140,102 |
EXPENSES: | |||
Property operating | (24,614) | (23,344) | |
Depreciation and amortization | (53,269) | (68,943) | |
Real estate taxes | (14,788) | (14,435) | |
Maintenance and repairs | (11,524) | (10,566) | |
General and administrative | (19,229) | (18,074) | |
Litigation settlement | 44 | 81 | |
Other | (198) | ||
Total expenses | (123,578) | (135,281) | |
OTHER INCOME (EXPENSES): | |||
Interest and other income | 2,665 | 155 | |
Interest expense | (43,524) | (90,659) | |
Gain on deconsolidation | 28,151 | 36,250 | |
Gain on sales of real estate assets | 1,596 | 16 | |
Reorganization items, net | (1,571) | ||
Income tax benefit (provision) | 101 | (801) | |
Equity in (losses) earnings of unconsolidated affiliates | (1,256) | 8,566 | |
Total other expenses | (12,267) | (48,044) | |
Net income (loss) | 514 | (43,223) | |
Net loss attributable to noncontrolling interests in: | |||
Operating Partnership | 15 | ||
Other consolidated subsidiaries | 1,745 | 2,486 | |
Net income (loss) attributable to the Company | 2,259 | (40,722) | |
Dividends allocable to unvested restricted stock | (280) | ||
Net income (loss) attributable to common shareholders | $ 1,979 | $ (40,722) | |
Basic and diluted per share data attributable to common shareholders: | |||
Basic earnings per share | $ 0.06 | $ (1.45) | |
Diluted earnings per share | [3] | $ 0.06 | $ (1.45) |
Weighted-average basic share | 31,304 | 27,998 | |
Weighted-average diluted shares | [3] | 31,369 | 27,998 |
[1] Management, development and leasing fees are included in All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source for each of the above segments. Sales taxes are excluded from revenues. For the three months ended March 31, 2023, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the two-class method. Additionally, for the three months ended March 31, 2023, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. Had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,378 , including 10 contingently issuable shares related to unvested restricted stock awards. There were no potential dilutive common shares and there were no anti-dilutive shares for the three months ended March 31, 2022. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ 514 | $ (43,223) |
Other comprehensive gain: | ||
Unrealized gain on available-for-sale securities | 530 | 42 |
Comprehensive income (loss) | 1,044 | (43,181) |
Comprehensive loss attributable to noncontrolling interests in: | ||
Operating Partnership | 15 | |
Other consolidated subsidiaries | 1,745 | 2,486 |
Comprehensive income (loss) attributable to the Company | 2,789 | (40,680) |
Dividends allocable to unvested restricted stock | (280) | |
Comprehensive income (loss) attributable to common shareholders | $ 2,509 | $ (40,680) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity | Noncontrolling Interests |
Beginning balance at Dec. 31, 2021 | $ 401,100 | $ 21 | $ 547,726 | $ (3) | $ (151,545) | $ 396,199 | $ 4,901 |
Net income (loss) | (43,223) | (40,722) | (40,722) | (2,501) | |||
Other comprehensive income | 42 | 42 | 42 | ||||
Share-based compensation expense | 2,743 | 2,743 | 2,743 | ||||
Conversion of exchangeable notes into shares of common stock | 152,538 | 11 | 152,527 | 152,538 | |||
Contributions from noncontrolling interests | 143 | 143 | |||||
Ending balance at Mar. 31, 2022 | 513,343 | 32 | 702,996 | 39 | (192,267) | 510,800 | 2,543 |
Beginning balance at Dec. 31, 2022 | 367,129 | 32 | 710,497 | (1,054) | (338,934) | 370,541 | (3,412) |
Net income (loss) | 514 | 2,259 | 2,259 | (1,745) | |||
Other comprehensive income | 530 | 530 | 530 | ||||
Dividends declared - common stock | (12,024) | (12,024) | (12,024) | ||||
Issuance of share of common stock associated with performance stock units net of shares withheld for tax | (1,793) | (1,793) | (1,793) | ||||
Distributions to noncontrolling interests | (3) | (3) | |||||
Amortization of deferred compensation | 1,843 | 1,843 | 1,843 | ||||
Compensation expense related to performance stock units | 1,409 | 1,409 | 1,409 | ||||
Ending balance at Mar. 31, 2023 | $ 357,605 | $ 32 | $ 711,956 | $ (524) | $ (348,699) | $ 362,765 | $ (5,160) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Stockholders Equity [Abstract] | ||
Conversion of exchangeable notes into shares of common stock (shares) | 10,982,795 | |
Issuance of common stock and restricted common stock (shares) | 152,905 | |
Issuance of common stock associated with performance stock units net of shares withheld for tax (shares) | 133,221 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 514 | $ (43,223) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 53,269 | 68,943 | |
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts | 7,852 | 63,655 | |
Net amortization of intangible lease assets and liabilities | 5,337 | 6,323 | |
Gain on sales of real estate assets | (1,596) | (16) | |
Gain on deconsolidation | (28,151) | (36,250) | |
Write-off of development projects | 17 | ||
Share-based compensation expense | 3,252 | 2,743 | |
Equity in losses (earnings) of unconsolidated affiliates | 1,256 | (8,566) | |
Distributions of earnings from unconsolidated affiliates | 3,335 | 7,840 | |
Change in estimate of uncollectable revenues | (138) | (737) | |
Change in deferred tax accounts | 225 | (67) | |
Changes in: | |||
Tenant and other receivables | 7,934 | 3,305 | |
Other assets | (2,667) | (5,114) | |
Accounts payable and accrued liabilities | (17,264) | (16,407) | |
Net cash provided by operating activities | 33,175 | 42,429 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (6,729) | (5,762) | |
Proceeds from sales of real estate assets | 4,622 | 16 | |
Purchases of available-for-sale securities | (15,004) | (149,936) | |
Redemptions of available-for-sale securities | 50,850 | 149,998 | |
Payments received on mortgage and other notes receivable | 21 | 13 | |
Additional investments in and advances to unconsolidated affiliates | (4,682) | (997) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 1,504 | 4,697 | |
Changes in other assets | (710) | (471) | |
Net cash provided by (used in) investing activities | 29,872 | (2,442) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Principal payments on mortgage and other indebtedness | (26,155) | (29,500) | |
Additions to deferred financing costs | (1,668) | ||
Contributions from noncontrolling interests | 143 | ||
Shares of common stock withheld for tax associated with performance stock units | (1,793) | ||
Distributions to noncontrolling interests | (3) | ||
Dividends paid to common shareholders | (82,058) | ||
Net cash used in financing activities | (110,009) | (31,025) | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (46,962) | 8,962 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 141,949 | 236,198 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 94,987 | 245,160 | |
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets: | |||
Cash and cash equivalents | 22,555 | [1] | 185,744 |
Restricted cash: | |||
Restricted cash | 35,006 | 28,678 | |
Mortgage escrows | 37,426 | 30,738 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 94,987 | 245,160 | |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | $ 32,762 | 21,453 | |
Cash paid for reorganization items | $ 3,156 | ||
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | N ote 1 – Organization and Basis of Presentation CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, outlet centers, lifestyle centers, open-air centers, office buildings and other properties, including single-tenant and multi-tenant parcels. Its properties are located in 22 states, but are primarily in the southeastern and midwestern United States. CBL conducts substantially all its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. As of March 31, 2023, the Operating Partnership owned interests in the following properties: Malls (1) Outlet Centers (1) Lifestyle Centers (1) Open-Air Centers (2) Other (2)(3) Total Consolidated Properties 41 2 3 21 4 71 Unconsolidated Properties (4) 6 3 2 8 1 20 Total 47 5 5 29 5 91 (1) The Company has aggregated Malls, Outlet Centers and Lifestyle Centers into one reportable segment (the "Malls") because they have similar economic characteristics and they provide similar products and services to similar types of, and in many cases, the same tenants. (2) Included in “All Other” for purposes of segment reporting. (3) CBL's two consolidated corporate office buildings are included in the Other category. (4) The Operating Partnership accounts for these investments using the equity method. CBL is the 100 % owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. As of March 31, 2023, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, own ed a 1.00 % general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 98.97 % limited partner interest for a combined interest held by CBL of 99.97 %. As of March 31, 2023, third parties owned a 0.03 % limit ed partner interest in the Operating Partnership. As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries. The Operating Partnership conducts the Company's property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company"), to comply with certain requirements of the Internal Revenue Code. The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended March 31, 2023 are not necessarily indicative of the results to be obtained for the full fiscal year. Reclassifications The Company reclassified restricted cash of $ 97,231 from intangible lease assets and other assets into an individual line item on the condensed consolidated balance sheets at December 31, 2022 to conform with the current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Acco unting Policies Accounting Guidance Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, "Reference Rate Reform," which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2024. The Company elected the expedients in conjunction with transitioning certain debt instruments to alternative benchmark indexes. There was no impact on our condensed consolidated financial statements at adoption. See Note 8 for additional information. Accounts Receivable Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectable portion of the portfolio is recorded as an adjustment to rental revenues. Management’s collection assessment took into consideration the type of retailer, billing disputes, lease negotiation status and executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 3 – Revenues Revenues The following table presents the Company's revenues disaggregated by revenue source for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Rental revenues $ 130,324 $ 135,332 Revenues from contracts with customers (Accounting Standards Codification ("ASC") 606): Operating expense reimbursements 2,216 2,189 Management, development and leasing fees (1) 2,434 1,769 Marketing revenues (2) 645 ( 15 ) 5,295 3,943 Other revenues 740 827 Total revenues (3) $ 136,359 $ 140,102 (1) Included in All Other segment. (2) Marketing revenues solely relate to the Malls segment for all periods presented. (3) Sales taxes are excluded from revenues. See Note 9 for information on the Company's segments. Revenues from Contracts with Customers Outstanding Performance Obligations The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of March 31, 2023, the Company expects to recognize these amounts as revenue over the following periods: Performance obligation Less than 5 5 -20 Over 20 Total Fixed operating expense reimbursements $ 20,836 $ 46,953 $ 42,213 $ 110,002 The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 4 – Leases The components of rental revenues for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 2022 Fixed lease payments $ 98,981 $ 95,648 Variable lease payments 31,343 39,684 Total rental revenues $ 130,324 $ 135,332 The undiscounted future fixed lease payments to be received under the Company's operating leases as of March 31, 2023, are as follows: Years Ending December 31, Operating Leases 2023 (1) $ 316,868 2024 310,620 2025 242,066 2026 182,356 2027 131,418 2028 85,426 Thereafter 209,673 Total undiscounted lease payments $ 1,478,427 (1) Reflects rental payments for the fiscal period April 1, 2023 to December 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Va lue Measurements The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure , ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows: Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date. Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability. Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment. The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance. The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. The estimated fair value of mortgage and other indebtedness was $ 1,770,334 and $ 1,833,992 as of March 31, 2023 and December 31, 2022, respectively. The fair value of mortgage and other indebtedness was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently. Fair Value Measurements on a Recurring Basis During the three months ended March 31, 2023, the Company has continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. The Company designated the U.S. Treasury securities as available-for-sale (“AFS”). The table below sets forth information regarding the Company’s AFS securities that were measured at fair value for the three months ended March 31, 2023. Subsequent to March 31, 2023, the Company redeemed and purchased additional U.S. Treasury securities. See Note 14 for additional information. AFS Security Amortized (1) Allowance (2) Total unrealized loss Fair value as of March 31, 2023 (3) U.S. Treasury securities $ 259,928 $ — $ ( 524 ) $ 259,404 (1) The U.S. Treasury securities have maturities through November 2023 . (2) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the three months ended March 31, 2023. (3) The fair value was calculated using Level 1 inputs. The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the year ended December 31, 2022: AFS Security Amortized Allowance (1) Total unrealized loss Fair value as of December 31, 2022 (2) U.S. Treasury securities $ 293,476 $ — $ ( 1,054 ) $ 292,422 (1) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the year ended December 31, 2022. (2) The fair value was calculated using Level 1 inputs. Fair Value Measurements on a Nonrecurring Basis The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company’s evaluation of the recoverability of long-lived assets involves the comparison of undiscounted future cash flows expected to be generated by each property over the Company’s expected remaining holding period to the respective carrying amount. The determination of whether the carrying value is recoverable also requires management to make estimates related to probability weighted scenarios impacting undiscounted cash flow models. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. The quantitative and qualitative factors impact the selection of the terminal capitalization rate which is used in both an undiscounted and discounted cash flow model and the discount rate used in a discounted cash flow model. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. Long-lived Assets Measured at Fair Value in 2023 During the three months ended March 31, 2 023, the Company adjusted the negative equity in Alamance Crossing East to zero upon deconsolidation, which represents the estimated fair value of the Company's investment in that property. See Note 7 for additional information. Long-lived Assets Measured at Fair Value in 2022 During the three months ended March 31, 2022, the Company adjusted the negative equity in Greenbrier Mall to zero upon deconsolidation, which represented the estimated fair value of the Company's investment in that property. |
Dispositions
Dispositions | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Dispositions | Note 6 – Dispositio ns Dispositions Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income (loss) for all periods presented, as applicable. 2023 Dispositions During the three months ended March 31, 2023, the Company deconsolidated Alamance Crossing East, which resulted in $ 28,151 of gain on deconsolidation. Alamance Crossing East was included in Malls for purposes of segment reporting. See Note 7 for additional information. During the three months ended March 31, 2023, the Company realized a gain of $ 1,596 , primarily related to the sale of four land parcels. Gross proceeds from sales of real estate assets were $ 4,949 for the three months ended March 31, 2023. 2022 Dispositions The Company had no significant dispositions during the three months ended March 31, 2022. |
Unconsolidated Affiliates and N
Unconsolidated Affiliates and Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Unconsolidated Affiliates and Noncontrolling Interests | Note 7 – Unconsolidated Affilia tes and Noncontrolling Interests Unconsolidated Affiliates Although the Company had majority ownership of certain joint ventures during 2023 and 2022, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of: • the pro forma for the development and construction of the project and any material deviations or modifications thereto; • the site plan and any material deviations or modifications thereto; • the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto; • any acquisition/construction loans or any permanent financings/refinancings; • the annual operating budgets and any material deviations or modifications thereto; • the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and • any material acquisitions or dispositions with respect to the project. As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting. At March 31, 2023, the Company had investments in 24 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 33 % to 100 %. Of these entities, 16 are owned in 50/50 joint ventures. 2023 Activity - Unconsolidated Affiliates Alamance Crossing CMBS, LLC In February 2023, the Company deconsolidated Alamance Crossing East as a result of the Company losing control when the property was placed in receivership. As of March 31, 2023, the loan secured by Alamance Crossing East had an outstanding balance of $ 41,122 . For the three months ended March 31, 2023, the Company recognized gain on deconsolidation of $ 28,151 . CBL-TRS Friendly Center 2023, LLC Subsequent to March 31, 2023, the Company and its joint venture partner entered into a new $ 148,000 loan secured by Friendly Center and The Shops at Friendly Center. See Note 14 for additional information. Louisville Outlet Shoppes, LLC Subsequent to March 31, 2023, the $ 7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II was paid off. See Note 14 . West County Mall CMBS, LLC In March 2023, the loan secured by West County Mall was extended through December 2024, with one two-year conditional extension available upon meeting certain requirements. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows: March 31, December 31, ASSETS: Investment in real estate assets $ 1,987,033 $ 1,971,348 Accumulated depreciation ( 846,305 ) ( 829,574 ) 1,140,728 1,141,774 Developments in progress 10,870 10,914 Net investment in real estate assets 1,151,598 1,152,688 Other assets 187,818 170,756 Total assets $ 1,339,416 $ 1,323,444 LIABILITIES: Mortgage and other indebtedness, net $ 1,359,475 $ 1,333,152 Other liabilities 37,938 33,419 Total liabilities 1,397,413 1,366,571 OWNERS' EQUITY (DEFICIT): The Company 8,483 3,123 Other investors ( 66,480 ) ( 46,250 ) Total owners' deficit ( 57,997 ) ( 43,127 ) Total liabilities and owners’ deficit $ 1,339,416 $ 1,323,444 Three Months Ended March 31, 2023 2022 Total revenues $ 60,533 $ 63,737 Net income (1) $ 9,181 $ 20,678 (1) The Company's pro rata share of net income (loss) was $( 1,256 ) and $ 8,566 for the three months ended March 31, 2023, and 2022, respectively. Variable Interest Entities The Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors. Consolidated VIEs As of March 31, 2023, the Company had investments in 11 consolidated VIEs with ownership interests ranging from 50 % to 92 %. Unconsolidated VIEs The table below lists the Company's unconsolidated VIEs as of March 31, 2023: Unconsolidated VIEs: Investment in Maximum Alamance Crossing CMBS, LLC (1) $ — $ — Ambassador Infrastructure, LLC (2) — 5,749 Atlanta Outlet JV, LLC (2) — 4,375 BI Development, LLC 129 129 BI Development II, LLC 36 36 CBL-T/C, LLC — — El Paso Outlet Center Holding, LLC — — Fremaux Town Center JV, LLC — — Louisville Outlet Shoppes, LLC (2) — 7,247 Mall of South Carolina L.P. — — Vision - CBL Hamilton Place, LLC 2,164 2,164 Vision - CBL Mayfaire TC Hotel, LLC 1,800 1,800 $ 4,129 $ 21,500 (1) During the three months ended March 31, 2023, the property was placed into receivership. (2) The Operating P artnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 11 for more information. |
Mortgage and Other Indebtedness
Mortgage and Other Indebtedness, Net | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness, Net | Note 8 – Mortgage and O ther Indebtedness, Net CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries that it has a direct or indirect ownership interest in are the borrowers on all the Company's debt. CBL is a limited guarantor of the secured term loan for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company’s mortgage and other indebtedness, net, consisted of the following: March 31, 2023 December 31, 2022 Amount Weighted- (1) Amount Weighted- (1) Fixed-rate debt: Open-air centers and outparcels loan $ 180,000 6.95 % $ 180,000 6.95 % Non-recourse loans on operating properties 792,999 4.85 % 843,634 4.90 % Total fixed-rate debt 972,999 5.24 % 1,023,634 5.26 % Variable-rate debt: Secured term loan (2) 816,739 7.41 % 829,452 6.87 % Open-air centers and outparcels loan 180,000 8.77 % 180,000 8.22 % Non-recourse loans on operating properties 55,965 7.80 % 56,490 7.26 % Total variable-rate debt 1,052,704 7.66 % 1,065,942 7.12 % Total fixed-rate and variable-rate debt 2,025,703 6.50 % 2,089,576 6.21 % Unamortized deferred financing costs ( 15,903 ) ( 17,101 ) Debt discounts (3) ( 63,371 ) ( 72,289 ) Total mortgage and other indebtedness, net $ 1,946,429 $ 2,000,186 (1) Weighted-average interest rate excludes amortization of deferred financing costs. (2) The Operating Partnership provided a limited guaranty up to a maximum of $ 175,000 (the “Principal Liability Cap”). The Principal Liability Cap will be reduced by an amount equal to 100 % of the first $ 2,500 in principal amortization made by HoldCo I each calendar year and will be reduced further by 50 % of the principal amortization payments made by HoldCo I each calendar year in excess of the first $ 2,500 in principal amortization for such calendar year. As of March 31, 2023, the Principal Liability Cap had been reduced to $ 129,241 . The Principal Liability Cap is eliminated when the loan balance is reduced below $ 650,000 . (3) 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 upon emerging from bankruptcy. The debt discount is accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at March 31, 2023 will be accreted over a weighted average period of 2.7 years. Non-recourse loans on operating properties, the open-air centers and outparcels loan and the secured term loan include loans that are secured by properties owned by the Company that have a carrying value of $ 1,572,974 at March 31, 2023. 2023 Loan Activity In February 2023, the loan secured by Fayette Mall was extended through May 2024 . The interest rate remains fixed at 4.25 %. The outstanding balance of the loan secured by Fayette Mall was $ 125,534 as of March 31, 2023. In March 2023, the secured term loan was amended to replace LIBOR with the secured overnight financing rate ("SOFR") for purposes of calculating interest. The transition to SOFR is effective as of June 30, 2023. The interest rate on the conversion date will be SOFR plus the applicable margin ( 2.75 %) plus the SOFR adjustment ( 0.11448 %). Subsequent to March 31, 2023, the Operating Partnership entered into an interest rate swap. See Note 14 for additional information. Scheduled Principal Payments As of March 31, 2023, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, are as follows: 2023 (1) $ 180,237 2024 188,860 2025 828,607 2026 375,588 2027 360,895 2028 950 Thereafter 61,905 Total 1,997,042 Principal balance of loans with maturity date prior to March 31, 2023 (2) 28,661 Total mortgage and other indebtedness $ 2,025,703 (1) Reflects scheduled principal amortization and balloon payments for the fiscal period April 1, 2023 through December 31, 2023. (2) Represents the principal balance as of March 31, 2023 of the loan secured by WestGate Mall, which is in maturity default. The Company is in discussions with the lender. The loan matured in July 2022 and had a balance of $ 28,661 as of March 31, 2023. Of the $ 180,237 of scheduled principal payments for the remainder of 2023, $ 152,153 relates to the maturing principal balance of three operating property loans. Subsequent to March 31, 2023, the loan secured by Cross Creek Mall was extended through May 20, 2023 . The Company remains in discussions with the lender regarding a long-term extension. See Note 14 . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 9 – Segm ent Information The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. Information on the Company’s segments is presented as follows: Three Months Ended March 31, 2023 Malls (1) All (2) Total Revenues (3) $ 115,883 $ 20,476 $ 136,359 Property operating expenses (4) ( 46,871 ) ( 4,055 ) ( 50,926 ) Interest expense ( 20,483 ) ( 23,041 ) ( 43,524 ) Gain on sales of real estate assets — 1,596 1,596 Other expense — ( 198 ) ( 198 ) Segment profit (loss) $ 48,529 $ ( 5,222 ) 43,307 Depreciation and amortization ( 53,269 ) General and administrative ( 19,229 ) Litigation settlement 44 Interest and other income 2,665 Gain on deconsolidation 28,151 Income tax benefit 101 Equity in losses of unconsolidated affiliates ( 1,256 ) Net income $ 514 Capital expenditures (5) $ 4,433 $ 3,102 $ 7,535 Three Months Ended March 31, 2022 Malls (1) All (2) Total Revenues (3) $ 121,428 $ 18,674 $ 140,102 Property operating expenses (4) ( 44,684 ) ( 3,661 ) ( 48,345 ) Interest expense ( 71,159 ) ( 19,500 ) ( 90,659 ) Gain on sales of real estate assets — 16 16 Segment profit (loss) $ 5,585 $ ( 4,471 ) 1,114 Depreciation and amortization ( 68,943 ) General and administrative expense ( 18,074 ) Litigation settlement 81 Interest and other income 155 Gain on deconsolidation 36,250 Reorganization items, net ( 1,571 ) Income tax provision ( 801 ) Equity in earnings of unconsolidated affiliates 8,566 Net loss $ ( 43,223 ) Capital expenditures (5) $ 3,960 $ 1,870 $ 5,830 Total assets Malls (1) All (2) Total March 31, 2023 $ 1,628,645 $ 887,146 $ 2,515,791 December 31, 2022 $ 1,695,813 $ 982,430 $ 2,678,243 (1) The Malls category includes malls, lifestyle centers and outlet centers. (2) The All Other category includes open-air centers, outparcels, office buildings, corporate-level debt and the Management Company. (3) Management, development and leasing fees are included in All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source for each of the above segments. (4) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (5) Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 10 – Earnings per Sh are Earnings per share ("EPS") is calculated under the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock and participating securities. The Company grants restricted stock awards to certain employees under its share-based compensation program, which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested restricted stock awards meet the definition of participating securities based on their respective rights to receive nonforfeitable dividends. Diluted EPS incorporates the potential impact of contingently issuable shares. Diluted EPS is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Performance stock units ("PSUs") and unvested restricted stock awards are contingently issuable common shares and are included in diluted EPS if the effect is dilutive. The following table presents the calculation of basic and diluted EPS (in thousands, except per share amounts): Three Months Ended March 31, 2023 2022 Basic earnings per share Net income (loss) attributable to the Company $ 2,259 $ ( 40,722 ) Less: Dividends allocable to unvested restricted stock ( 280 ) — Net income (loss) attributable to common shareholders 1,979 ( 40,722 ) Weighted-average basic shares outstanding 31,304 27,998 Net income (loss) per share attributable to common shareholders $ 0.06 $ ( 1.45 ) Diluted earnings per share (1) Net income (loss) attributable to common shareholders $ 1,979 $ ( 40,722 ) Weighted-average basic shares outstanding 31,369 27,998 Net income (loss) per share attributable to common shareholders $ 0.06 $ ( 1.45 ) (1) For the three months ended March 31, 2023, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the two-class method. Additionally, for the three months ended March 31, 2023, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. Had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,378 , including 10 contingently issuable shares related to unvested restricted stock awards. There were no potential dilutive common shares and there were no anti-dilutive shares for the three months ended March 31, 2022. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | Note 11 – Co ntingencies Securities Litigation The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS, and a consolidated amended complaint was filed on November 5, 2019, seeking to represent a class of purchasers from July 29, 2014 through March 26, 2019. The operative complaint filed in the Securities Class Action Litigation alleges violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the period of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. On May 3, 2022, the court dismissed the Company from the Securities Class Action Litigation but declined to dismiss the individual defendants. The court also lifted the stay of the proceedings and, on June 9, 2022, entered a scheduling order. Plaintiffs’ motion for class certification, which was opposed, was fully briefed and pending as of December 31, 2022. Following mediation on January 31, 2023, before a private mediator, the parties reached an agreement in principle to resolve the Securities Class Action Litigation, subject to documentation and court approval. On April 19, 2023, plaintiffs submitted the settlement to the court as part of an Unopposed Motion for Preliminary Approval of Class Action Settlement. On April 24, 2023, the court entered an order preliminarily approving the proposed settlement, subject to a final fairness hearing in August 2023. The settlement is expected to be fully funded by directors and officers liability insurance, subject to the terms and conditions thereof, with no contribution expected from the Company or the individual defendants. By agreeing to resolve the matter, neither the Company nor any of the individual defendants are admitting any liability or wrongdoing, and they have expressly denied both. Rather, defendants entered into the settlement to eliminate the risks, costs, and distractions associated with further litigation of this matter. The outcome of these legal proceedings cannot be predicted with certainty. On January 12, 2023, a purported shareholder filed a putative class action lawsuit captioned John Haynes v. Charles B. Lebovitz, et al. , C.A. No. 2023-0033-NAC, in the Delaware Court of Chancery (the “Delaware Action”), naming the Company and certain directors as defendants. The Delaware Action alleged a claim against the Company for violation of Delaware General Corporation Law § 213(a) due to an improper record date for the 2022 annual meeting, and a claim for breach of fiduciary duty against the director defendants. The Delaware Action sought, among other things, a declaration that the directors breached their fiduciary duties, an equitable accounting, unspecified monetary relief, and attorneys’ fees. Defendants denied that any such relief was warranted, and on February 15, 2023, the Delaware Action was voluntarily dismissed. The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company. Environmental Contingencies The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2027 for certain environmental claims up to $ 40,000 per occurrence and up to $ 40,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place. Guarantees The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership's investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise. The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022: As of March 31, 2023 Obligation Unconsolidated Affiliate Company's Outstanding Percentage Maximum Debt (1) March 31, 2023 December 31, 2022 West Melbourne I, LLC - Phase I 50 % $ 36,570 50 % $ 18,285 Feb-2025 (2) $ 183 $ 185 West Melbourne I, LLC - Phase II 50 % 11,673 50 % 5,837 Feb-2025 (2) 58 59 Port Orange I, LLC 50 % 48,948 50 % 24,474 Feb-2025 (2) 245 247 Ambassador Infrastructure, LLC 65 % 5,749 100 % 5,749 Mar-2025 70 70 Atlanta Outlet JV, LLC 50 % 4,375 100 % 4,375 Nov-2023 — — Louisville Outlet Shoppes, LLC (3) 50 % 7,247 100 % 7,247 Apr-2023 — — Total guaranty liability $ 556 $ 561 (1) Excludes any extension options. (2) These loans have a one-year extension option at the joint venture’s election. (3) Subsequent to March 31, 2023, the loan was paid off. See Note 14 . For the three months ended March 31, 2023 and 2022, the Company evaluated each guaranty, listed in the table above, individually by evaluating the debt service ratio, cash flow forecasts and the performance of each loan, where applicable. The result of the analysis was that each loan is current and performing. The Company did not record a credit loss related to the guarantees listed in the table above for the three months ended March 31, 2023 and 2022. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | Note 12 – Share-B ased Compensation Restricted Stock Awards Compensation expense is recognized on a straight-line basis over the requisite service period. The share-based compensation expense related to restricted stock awards granted under the CBL & Associates Properties, Inc. 2021 Equity Incentive Plan ("EIP") was $ 1,843 and $ 1,622 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there was $ 18,507 of total unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted-average period of 2.7 years. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity. A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2023, and changes during the three months ended March 31, 2023, are presented below: Shares Weighted- Nonvested at January 1, 2023 662,875 $ 27.42 Granted 355,278 $ 26.21 Vested ( 265,341 ) $ 26.25 Forfeited ( 5,279 ) $ 24.86 Nonvested at March 31, 2023 747,533 $ 27.28 The total grant-date fair value of restricted stock awards granted during the three months ended March 31, 2023 was $ 9,313 . The total fair value of restricted stock awards that vested during the three months ended March 31, 2023 was $ 6,755 . Performance Stock Awards In February 2023, the compensation committee of the board of directors established a long-term incentive program (“LTIP”) under the EIP and approved 2023 LTIP awards consisting of both a PSU component ( 55 % - 60 % of the LTIP award) and a restricted stock award component ( 40 % - 45 % of the LTIP award). The amount of common stock that may be issued for the PSU component upon the conclusion of the applicable three-year performance period will be determined by two measures: (i) a portion ( 40 %) of the number of shares issued will be determined based on the Company’s achievement of specified levels of long-term relative Total Stockholder Return (“ TSR ”) performance (stock price appreciation plus aggregate dividends) versus the Retail Sector Component (excluding companies comprising the Free-Standing Subsector) of the Financial Times Stock Exchange ("FTSE") National Association of Real Estate Investment Trusts ("NAREIT") All Equity REIT Index, provided that at least a “Threshold” level must be attained for any shares to be received, and (ii) a portion ( 60 %) of such number of shares issued will be determined based on the Company’s absolute TSR performance over such period, provided again that at least a “Threshold” level must be attained for any shares to be received. The restricted stock award component consists of time-vesting restricted stock, of which a third of the award vests equally over the three-year performance period. Compensation cost for the PSUs granted in February 2023 is recognized on a straight-line basis over the service period since it is longer than the performance period. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met. For the PSUs granted in February 2022, each quarter, management assesses the probability that the measures associated with the Company's outstanding PSU awards will be attained. The Company begins recognizing compensation expense on a straight-line basis over the remaining service period once the PSU award measures are deemed probable of achievement. See Note 16 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for a description of the PSUs granted in February 2022. Share-based compensation expense related to the 2022 and 2023 PSUs granted under the EIP was $ 1,409 and $ 1,121 for the th ree months ended March 31, 2023 and 2022, respectively. The unrecognized compensation expense related to the 2022 and 2023 PSUs was $ 17,036 as of March 31, 2023, which is expected to be recognized over a weighted-average period of 3.1 years. A summary of the status of the Company’s outstanding 2022 and 2023 PSU awards as of March 31, 2023, and changes during the three months ended March 31, 2023, are presented below: PSUs Weighted- Outstanding at January 1, 2023 607,128 $ 24.69 2023 PSUs granted 157,789 $ 38.79 Incremental PSUs granted (1) 10,909 $ 24.54 Forfeited ( 51,019 ) $ 24.87 Outstanding at March 31, 2023 724,807 $ 27.90 (1) PSUs granted shall be adjusted as if the shares of common stock represented by such PSUs had received any applicable stock or cash dividends declared. As for stock dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that would have been payable per such stock dividend on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs. As to cash dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that could have been acquired by the cash dividend payable on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs, and the calculation of the number of shares of common stock that could have been acquired shall be based on the closing price of the common stock on the record date for the cash dividend at issue. The total grant-date fair value of PSU awards granted during the three months ended March 31, 2023 was $ 6,120 . The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs granted in 2023: 2023 PSUs Grant date February 17, 2023 Fair value per share on valuation date (1) $ 38.79 Risk-free interest rate (2) 4.37 % Expected share price volatility (3) 62.50 % (1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2023 PSUs consists of 63,114 shares at a fair value of $ 40.64 per share (which relates to the relative TSR) and 94,675 shares at a fair value of $ 37.55 per share (which relates to absolute TSR). (2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the grant date listed above. (3) The computation of expected volatility was based on the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financing
Noncash Investing and Financing Activities | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | Note 13 – Noncash Investin g and Financing Activities The Company’s noncash investing and financing activities were as follows: Three Months Ended March 31, 2023 2022 Additions to real estate assets accrued but not yet paid $ 9,632 $ 11,177 Deconsolidation upon loss of control (1) : Decrease in real estate assets ( 9,015 ) ( 18,810 ) Decrease in mortgage and other indebtedness 37,693 56,226 Decrease in operating assets and liabilities 3,352 5,686 Decrease in intangible lease and other assets ( 3,879 ) ( 6,852 ) (1) See Note 7 for additional information. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Sub sequent Events In April 2023, the Company and its joint venture partner entered into a new $ 148,000 loan secured by Friendly Center and The Shops at Friendly Center. Proceeds from the new loan were used to pay off two previous loans totaling $ 145,591 . The new loan bears a fixed interest rate of 6.44 % and matures in May 2028 . In April 2023, the loan secured by Cross Creek Mall was extended through May 20, 2023. The Company is in discussions with the lender regarding a long-term extension. In April 2023, the $ 7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II, an unconsolidated affiliate, was paid off. In April 2023, the Company redeemed $ 46,994 in U.S. Treasury securities and purchased $ 40,774 in new U.S. Treasury securities with maturities through September 2023 . In May 2023, the Company redeemed $ 44,150 in U.S. Treasury securities and purchased $ 44,155 in new U.S. Treasury securities with maturities through April 2024 . In May 2023, the Operating Partnership entered into an interest rate swap with a notional amount of $ 32,000 to fix the interest rate at 7.3975 % on $32,000 of the variable rate portion of the open-air centers and outparcels loan. The swap has a maturity date of June 7, 2027 . The Company designated the swap as a cash flow hedge on its variable rate debt . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Guidance Adopted | Accounting Guidance Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, "Reference Rate Reform," which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2024. The Company elected the expedients in conjunction with transitioning certain debt instruments to alternative benchmark indexes. There was no impact on our condensed consolidated financial statements at adoption. See Note 8 for additional information. |
Accounts Receivable | Accounts Receivable Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectable portion of the portfolio is recorded as an adjustment to rental revenues. Management’s collection assessment took into consideration the type of retailer, billing disputes, lease negotiation status and executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Properties Owned by Operating Partnership | As of March 31, 2023, the Operating Partnership owned interests in the following properties: Malls (1) Outlet Centers (1) Lifestyle Centers (1) Open-Air Centers (2) Other (2)(3) Total Consolidated Properties 41 2 3 21 4 71 Unconsolidated Properties (4) 6 3 2 8 1 20 Total 47 5 5 29 5 91 (1) The Company has aggregated Malls, Outlet Centers and Lifestyle Centers into one reportable segment (the "Malls") because they have similar economic characteristics and they provide similar products and services to similar types of, and in many cases, the same tenants. (2) Included in “All Other” for purposes of segment reporting. (3) CBL's two consolidated corporate office buildings are included in the Other category. (4) The Operating Partnership accounts for these investments using the equity method. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by revenue source for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Rental revenues $ 130,324 $ 135,332 Revenues from contracts with customers (Accounting Standards Codification ("ASC") 606): Operating expense reimbursements 2,216 2,189 Management, development and leasing fees (1) 2,434 1,769 Marketing revenues (2) 645 ( 15 ) 5,295 3,943 Other revenues 740 827 Total revenues (3) $ 136,359 $ 140,102 (1) Included in All Other segment. (2) Marketing revenues solely relate to the Malls segment for all periods presented. (3) Sales taxes are excluded from revenues. |
Schedule of Expected Recognition of Remaining Performance Obligation | As of March 31, 2023, the Company expects to recognize these amounts as revenue over the following periods: Performance obligation Less than 5 5 -20 Over 20 Total Fixed operating expense reimbursements $ 20,836 $ 46,953 $ 42,213 $ 110,002 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Revenue | The components of rental revenues for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 2022 Fixed lease payments $ 98,981 $ 95,648 Variable lease payments 31,343 39,684 Total rental revenues $ 130,324 $ 135,332 |
Schedule of Undiscounted Future Lease Payments to be Received | The undiscounted future fixed lease payments to be received under the Company's operating leases as of March 31, 2023, are as follows: Years Ending December 31, Operating Leases 2023 (1) $ 316,868 2024 310,620 2025 242,066 2026 182,356 2027 131,418 2028 85,426 Thereafter 209,673 Total undiscounted lease payments $ 1,478,427 (1) Reflects rental payments for the fiscal period April 1, 2023 to December 31, 2023. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-sale Measured at Fair Value | The table below sets forth information regarding the Company’s AFS securities that were measured at fair value for the three months ended March 31, 2023. Subsequent to March 31, 2023, the Company redeemed and purchased additional U.S. Treasury securities. See Note 14 for additional information. AFS Security Amortized (1) Allowance (2) Total unrealized loss Fair value as of March 31, 2023 (3) U.S. Treasury securities $ 259,928 $ — $ ( 524 ) $ 259,404 (1) The U.S. Treasury securities have maturities through November 2023 . (2) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the three months ended March 31, 2023. (3) The fair value was calculated using Level 1 inputs. The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the year ended December 31, 2022: AFS Security Amortized Allowance (1) Total unrealized loss Fair value as of December 31, 2022 (2) U.S. Treasury securities $ 293,476 $ — $ ( 1,054 ) $ 292,422 (1) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the year ended December 31, 2022. (2) The fair value was calculated using Level 1 inputs. |
Unconsolidated Affiliates and_2
Unconsolidated Affiliates and Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Schedule of Condensed Combined Financial Statement Information - Unconsolidated Affiliates | Condensed combined financial statement information of the unconsolidated affiliates is as follows: March 31, December 31, ASSETS: Investment in real estate assets $ 1,987,033 $ 1,971,348 Accumulated depreciation ( 846,305 ) ( 829,574 ) 1,140,728 1,141,774 Developments in progress 10,870 10,914 Net investment in real estate assets 1,151,598 1,152,688 Other assets 187,818 170,756 Total assets $ 1,339,416 $ 1,323,444 LIABILITIES: Mortgage and other indebtedness, net $ 1,359,475 $ 1,333,152 Other liabilities 37,938 33,419 Total liabilities 1,397,413 1,366,571 OWNERS' EQUITY (DEFICIT): The Company 8,483 3,123 Other investors ( 66,480 ) ( 46,250 ) Total owners' deficit ( 57,997 ) ( 43,127 ) Total liabilities and owners’ deficit $ 1,339,416 $ 1,323,444 Three Months Ended March 31, 2023 2022 Total revenues $ 60,533 $ 63,737 Net income (1) $ 9,181 $ 20,678 (1) The Company's pro rata share of net income (loss) was $( 1,256 ) and $ 8,566 for the three months ended March 31, 2023, and 2022, respectively. |
Schedule of Variable Interest Entities | The table below lists the Company's unconsolidated VIEs as of March 31, 2023: Unconsolidated VIEs: Investment in Maximum Alamance Crossing CMBS, LLC (1) $ — $ — Ambassador Infrastructure, LLC (2) — 5,749 Atlanta Outlet JV, LLC (2) — 4,375 BI Development, LLC 129 129 BI Development II, LLC 36 36 CBL-T/C, LLC — — El Paso Outlet Center Holding, LLC — — Fremaux Town Center JV, LLC — — Louisville Outlet Shoppes, LLC (2) — 7,247 Mall of South Carolina L.P. — — Vision - CBL Hamilton Place, LLC 2,164 2,164 Vision - CBL Mayfaire TC Hotel, LLC 1,800 1,800 $ 4,129 $ 21,500 (1) During the three months ended March 31, 2023, the property was placed into receivership. (2) The Operating P artnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 11 for more information. |
Mortgage and Other Indebtedne_2
Mortgage and Other Indebtedness, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Pre-Emergence Net Mortgage Notes Payable | The Company’s mortgage and other indebtedness, net, consisted of the following: March 31, 2023 December 31, 2022 Amount Weighted- (1) Amount Weighted- (1) Fixed-rate debt: Open-air centers and outparcels loan $ 180,000 6.95 % $ 180,000 6.95 % Non-recourse loans on operating properties 792,999 4.85 % 843,634 4.90 % Total fixed-rate debt 972,999 5.24 % 1,023,634 5.26 % Variable-rate debt: Secured term loan (2) 816,739 7.41 % 829,452 6.87 % Open-air centers and outparcels loan 180,000 8.77 % 180,000 8.22 % Non-recourse loans on operating properties 55,965 7.80 % 56,490 7.26 % Total variable-rate debt 1,052,704 7.66 % 1,065,942 7.12 % Total fixed-rate and variable-rate debt 2,025,703 6.50 % 2,089,576 6.21 % Unamortized deferred financing costs ( 15,903 ) ( 17,101 ) Debt discounts (3) ( 63,371 ) ( 72,289 ) Total mortgage and other indebtedness, net $ 1,946,429 $ 2,000,186 (1) Weighted-average interest rate excludes amortization of deferred financing costs. (2) The Operating Partnership provided a limited guaranty up to a maximum of $ 175,000 (the “Principal Liability Cap”). The Principal Liability Cap will be reduced by an amount equal to 100 % of the first $ 2,500 in principal amortization made by HoldCo I each calendar year and will be reduced further by 50 % of the principal amortization payments made by HoldCo I each calendar year in excess of the first $ 2,500 in principal amortization for such calendar year. As of March 31, 2023, the Principal Liability Cap had been reduced to $ 129,241 . The Principal Liability Cap is eliminated when the loan balance is reduced below $ 650,000 . (3) 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 upon emerging from bankruptcy. The debt discount is accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at March 31, 2023 will be accreted over a weighted average period of 2.7 years. |
Schedule of Pre-Emergence Principal Payments | As of March 31, 2023, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, are as follows: 2023 (1) $ 180,237 2024 188,860 2025 828,607 2026 375,588 2027 360,895 2028 950 Thereafter 61,905 Total 1,997,042 Principal balance of loans with maturity date prior to March 31, 2023 (2) 28,661 Total mortgage and other indebtedness $ 2,025,703 (1) Reflects scheduled principal amortization and balloon payments for the fiscal period April 1, 2023 through December 31, 2023. (2) Represents the principal balance as of March 31, 2023 of the loan secured by WestGate Mall, which is in maturity default. The Company is in discussions with the lender. The loan matured in July 2022 and had a balance of $ 28,661 as of March 31, 2023. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information on Reportable Segments | Information on the Company’s segments is presented as follows: Three Months Ended March 31, 2023 Malls (1) All (2) Total Revenues (3) $ 115,883 $ 20,476 $ 136,359 Property operating expenses (4) ( 46,871 ) ( 4,055 ) ( 50,926 ) Interest expense ( 20,483 ) ( 23,041 ) ( 43,524 ) Gain on sales of real estate assets — 1,596 1,596 Other expense — ( 198 ) ( 198 ) Segment profit (loss) $ 48,529 $ ( 5,222 ) 43,307 Depreciation and amortization ( 53,269 ) General and administrative ( 19,229 ) Litigation settlement 44 Interest and other income 2,665 Gain on deconsolidation 28,151 Income tax benefit 101 Equity in losses of unconsolidated affiliates ( 1,256 ) Net income $ 514 Capital expenditures (5) $ 4,433 $ 3,102 $ 7,535 Three Months Ended March 31, 2022 Malls (1) All (2) Total Revenues (3) $ 121,428 $ 18,674 $ 140,102 Property operating expenses (4) ( 44,684 ) ( 3,661 ) ( 48,345 ) Interest expense ( 71,159 ) ( 19,500 ) ( 90,659 ) Gain on sales of real estate assets — 16 16 Segment profit (loss) $ 5,585 $ ( 4,471 ) 1,114 Depreciation and amortization ( 68,943 ) General and administrative expense ( 18,074 ) Litigation settlement 81 Interest and other income 155 Gain on deconsolidation 36,250 Reorganization items, net ( 1,571 ) Income tax provision ( 801 ) Equity in earnings of unconsolidated affiliates 8,566 Net loss $ ( 43,223 ) Capital expenditures (5) $ 3,960 $ 1,870 $ 5,830 Total assets Malls (1) All (2) Total March 31, 2023 $ 1,628,645 $ 887,146 $ 2,515,791 December 31, 2022 $ 1,695,813 $ 982,430 $ 2,678,243 (1) The Malls category includes malls, lifestyle centers and outlet centers. (2) The All Other category includes open-air centers, outparcels, office buildings, corporate-level debt and the Management Company. (3) Management, development and leasing fees are included in All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source for each of the above segments. (4) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (5) Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted EPS | The following table presents the calculation of basic and diluted EPS (in thousands, except per share amounts): Three Months Ended March 31, 2023 2022 Basic earnings per share Net income (loss) attributable to the Company $ 2,259 $ ( 40,722 ) Less: Dividends allocable to unvested restricted stock ( 280 ) — Net income (loss) attributable to common shareholders 1,979 ( 40,722 ) Weighted-average basic shares outstanding 31,304 27,998 Net income (loss) per share attributable to common shareholders $ 0.06 $ ( 1.45 ) Diluted earnings per share (1) Net income (loss) attributable to common shareholders $ 1,979 $ ( 40,722 ) Weighted-average basic shares outstanding 31,369 27,998 Net income (loss) per share attributable to common shareholders $ 0.06 $ ( 1.45 ) (1) For the three months ended March 31, 2023, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the two-class method. Additionally, for the three months ended March 31, 2023, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. Had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,378 , including 10 contingently issuable shares related to unvested restricted stock awards. There were no potential dilutive common shares and there were no anti-dilutive shares for the three months ended March 31, 2022. |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Guarantees | The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022: As of March 31, 2023 Obligation Unconsolidated Affiliate Company's Outstanding Percentage Maximum Debt (1) March 31, 2023 December 31, 2022 West Melbourne I, LLC - Phase I 50 % $ 36,570 50 % $ 18,285 Feb-2025 (2) $ 183 $ 185 West Melbourne I, LLC - Phase II 50 % 11,673 50 % 5,837 Feb-2025 (2) 58 59 Port Orange I, LLC 50 % 48,948 50 % 24,474 Feb-2025 (2) 245 247 Ambassador Infrastructure, LLC 65 % 5,749 100 % 5,749 Mar-2025 70 70 Atlanta Outlet JV, LLC 50 % 4,375 100 % 4,375 Nov-2023 — — Louisville Outlet Shoppes, LLC (3) 50 % 7,247 100 % 7,247 Apr-2023 — — Total guaranty liability $ 556 $ 561 (1) Excludes any extension options. (2) These loans have a one-year extension option at the joint venture’s election. (3) Subsequent to March 31, 2023, the loan was paid off. See Note 14 . |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share Based Compensation [Abstract] | |
Schedule of Company Stock Awards | A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2023, and changes during the three months ended March 31, 2023, are presented below: Shares Weighted- Nonvested at January 1, 2023 662,875 $ 27.42 Granted 355,278 $ 26.21 Vested ( 265,341 ) $ 26.25 Forfeited ( 5,279 ) $ 24.86 Nonvested at March 31, 2023 747,533 $ 27.28 |
Schedule of PSU Activity | A summary of the status of the Company’s outstanding 2022 and 2023 PSU awards as of March 31, 2023, and changes during the three months ended March 31, 2023, are presented below: PSUs Weighted- Outstanding at January 1, 2023 607,128 $ 24.69 2023 PSUs granted 157,789 $ 38.79 Incremental PSUs granted (1) 10,909 $ 24.54 Forfeited ( 51,019 ) $ 24.87 Outstanding at March 31, 2023 724,807 $ 27.90 (1) PSUs granted shall be adjusted as if the shares of common stock represented by such PSUs had received any applicable stock or cash dividends declared. As for stock dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that would have been payable per such stock dividend on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs. As to cash dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that could have been acquired by the cash dividend payable on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs, and the calculation of the number of shares of common stock that could have been acquired shall be based on the closing price of the common stock on the record date for the cash dividend at issue. |
Schedule of Assumptions used in the Monte Carlo Simulation Pricing Models | The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs granted in 2023: 2023 PSUs Grant date February 17, 2023 Fair value per share on valuation date (1) $ 38.79 Risk-free interest rate (2) 4.37 % Expected share price volatility (3) 62.50 % (1) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2023 PSUs consists of 63,114 shares at a fair value of $ 40.64 per share (which relates to the relative TSR) and 94,675 shares at a fair value of $ 37.55 per share (which relates to absolute TSR). (2) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the grant date listed above. (3) The computation of expected volatility was based on the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financi_2
Noncash Investing and Financing Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Noncash Investing and Financing Activities | The Company’s noncash investing and financing activities were as follows: Three Months Ended March 31, 2023 2022 Additions to real estate assets accrued but not yet paid $ 9,632 $ 11,177 Deconsolidation upon loss of control (1) : Decrease in real estate assets ( 9,015 ) ( 18,810 ) Decrease in mortgage and other indebtedness 37,693 56,226 Decrease in operating assets and liabilities 3,352 5,686 Decrease in intangible lease and other assets ( 3,879 ) ( 6,852 ) (1) See Note 7 for additional information. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) State Subsidiary | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of states in which entity operates | State | 22 | |||
Reclassified restricted cash | $ 35,006 | $ 97,231 | $ 28,678 | |
Other | [1] | $ 4,203 | $ 3,876 | |
Consolidated Properties | CBL Holdings | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership interest in qualified subsidiaries (as a percent) | 100% | |||
Subsidiaries | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of wholly owned subsidiaries | Subsidiary | 2 | |||
Combined ownership by the subsidiaries in operating partnership (as a percent) | 99.97% | |||
Non-controlling limited partner interest ownership of CBL's related parties in the Operating Partnership (as a percent) | 0.03% | |||
Subsidiaries | CBL Associates Properties Inc | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership of the sole general partner in partnership (as a percent) | 1% | |||
Limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership (as a percent) | 98.97% | |||
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Properties Owned by Operating Partnership (Details) | 3 Months Ended |
Mar. 31, 2023 Mall Outlet_center Other_property OpenAir_center Lifestyle_center Property Segment Office_building | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | Mall | 47 |
Outlet Centers | Outlet_center | 5 |
Lifestyle Centers | Lifestyle_center | 5 |
Open-Air Centers | OpenAir_center | 29 |
Other | Other_property | 5 |
Total Properties | Property | 91 |
Malls | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of reportable segments | Segment | 1 |
Consolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | Mall | 41 |
Outlet Centers | Outlet_center | 2 |
Lifestyle Centers | Lifestyle_center | 3 |
Open-Air Centers | OpenAir_center | 21 |
Other | Other_property | 4 |
Total Properties | Property | 71 |
Consolidated Properties | Subsidiaries | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Office Buildings | Office_building | 2 |
Unconsolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | Mall | 6 |
Outlet Centers | Outlet_center | 3 |
Lifestyle Centers | Lifestyle_center | 2 |
Open-Air Centers | OpenAir_center | 8 |
Other | Other_property | 1 |
Total Properties | Property | 20 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Disaggregation Of Revenue [Line Items] | |||
Rental revenues | $ 130,324 | $ 135,332 | |
Revenues from contracts with customers (Accounting Standards Codification ("ASC") 606): | 5,295 | 3,943 | |
Total revenues | [1],[2] | 136,359 | 140,102 |
Operating expense reimbursements | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues from contracts with customers (Accounting Standards Codification ("ASC") 606): | 2,216 | 2,189 | |
Management, development and leasing fees | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues from contracts with customers (Accounting Standards Codification ("ASC") 606): | [3] | 2,434 | 1,769 |
Marketing revenues | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues from contracts with customers (Accounting Standards Codification ("ASC") 606): | [4] | 645 | (15) |
Other revenues | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenues | $ 740 | $ 827 | |
[1] Management, development and leasing fees are included in All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source for each of the above segments. Sales taxes are excluded from revenues. Included in All Other segment. Marketing revenues solely relate to the Malls segment for all periods presented. |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 110,002 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 20,836 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 46,953 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2043-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 42,213 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 20 years |
Revenues - Remaining Performa_2
Revenues - Remaining Performance Obligations (Details 1) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 110,002 |
Leases - Components of Rental R
Leases - Components of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Fixed lease payments | $ 98,981 | $ 95,648 |
Variable lease payments | 31,343 | 39,684 |
Total rental revenues | $ 130,324 | $ 135,332 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments to be Received (Details) $ in Thousands | Mar. 31, 2023 USD ($) | |
Operating Leases | ||
2023 | $ 316,868 | [1] |
2024 | 310,620 | |
2025 | 242,066 | |
2026 | 182,356 | |
2027 | 131,418 | |
2028 | 85,426 | |
Thereafter | 209,673 | |
Total undiscounted lease payments | $ 1,478,427 | |
[1] Reflects rental payments for the fiscal period April 1, 2023 to December 31, 2023. |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of mortgage and other indebtedness | $ 1,770,334 | $ 1,833,992 | |
Available-for-sale securities, amortized cost | 259,928 | 293,476 | |
Available-For-Sale Securities Held, Fair Value | [1] | 259,404 | 292,422 |
U.S Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, amortized cost | 259,928 | 293,476 | |
Available-For-Sale Securities Held, unrealized losses | (524) | (1,054) | |
Available-For-Sale Securities Held, Fair Value | $ 259,404 | $ 292,422 | |
U.S. Treasury securities, maturity date | Nov. 30, 2023 | ||
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . |
Fair Value Measurements - Long-
Fair Value Measurements - Long-Lived Assets Measured at Fair Value (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Greenbrier Mall | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-lived assets | $ 0 | |
Alamance Crossing East | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-lived assets | $ 0 |
Dispositions - Summary (Details
Dispositions - Summary (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) LandParcel | Mar. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of real estate assets | $ 1,596 | $ 16 |
Alamance Crossing East | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of real estate assets | 28,151 | |
Land Parcel Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of real estate assets | $ 1,596 | |
Number of stores sold (land parcel) | LandParcel | 4 | |
Proceeds from sale of real estate | $ 4,949 |
Unconsolidated Affiliates and_3
Unconsolidated Affiliates and Noncontrolling Interests - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
May 10, 2023 | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) Entity | Mar. 31, 2022 USD ($) | Apr. 01, 2023 USD ($) | Feb. 28, 2023 | |
Schedule Of Equity Method Investments [Line Items] | ||||||
Number of entities - equity method of accounting (entity) | Entity | 24 | |||||
Number of 50/50 joint ventures | Entity | 16 | |||||
Fair value carrying amount | $ 1,997,042 | |||||
Loan, fixed interest rate | 4.25% | |||||
Loan outstanding balance | 125,534 | |||||
Gain on deconsolidation | 28,151 | $ 36,250 | ||||
Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt instrument, maturity date | Jun. 07, 2027 | |||||
Loan, fixed interest rate | 7.3975% | |||||
Alamance Crossing CMBS, LLC | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Loan outstanding balance | 41,122 | |||||
Gain on deconsolidation | $ 28,151 | |||||
CBL-TRS Friendly Center 2023, LLC | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Fair value carrying amount | $ 148,000 | $ 148,000 | ||||
Debt instrument face amount | $ 145,591 | |||||
Debt instrument, maturity date | May 31, 2028 | |||||
Loan, fixed interest rate | 6.44% | |||||
Louisville Outlet Shoppes, LLC | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt instrument face amount | $ 7,247 | |||||
Outlet Shoppes of Bluegrass - Phase II | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt instrument face amount | $ 7,247 | |||||
Minimum | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Ownership in variable interest entity (as a percent) | 50% | |||||
Minimum | Unconsolidated Affiliates | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Ownership interest in joint venture (as a percent) | 33% | |||||
Maximum | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Ownership in variable interest entity (as a percent) | 92% | |||||
Maximum | Unconsolidated Affiliates | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Ownership interest in joint venture (as a percent) | 100% |
Unconsolidated Affiliates and_4
Unconsolidated Affiliates and Noncontrolling Interests -Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
ASSETS: | |||||
Investment in real estate assets | [1] | $ 1,785,214 | $ 1,795,312 | ||
Accumulated depreciation | [1] | (161,466) | (136,901) | ||
Net investment in real estate assets | [1] | 1,630,910 | 1,663,987 | ||
Developments in progress | [1] | 7,162 | 5,576 | ||
Total assets | [1] | 2,515,791 | 2,678,243 | ||
LIABILITIES: | |||||
Mortgage and other indebtedness, net | 1,946,429 | 2,000,186 | |||
Total liabilities | [1] | 2,158,186 | 2,311,114 | ||
OWNERS' EQUITY (DEFICIT): | |||||
The Company | 362,765 | 370,541 | |||
Noncontrolling interests | (5,160) | (3,412) | |||
Total equity | 357,605 | $ 513,343 | 367,129 | $ 401,100 | |
Total liabilities, redeemable noncontrolling interests and equity | 2,515,791 | 2,678,243 | |||
Total revenues | [2],[3] | 136,359 | 140,102 | ||
Net income | 514 | (43,223) | |||
BI Development II, LLC | |||||
ASSETS: | |||||
Investment in real estate assets | 1,987,033 | 1,971,348 | |||
Accumulated depreciation | (846,305) | (829,574) | |||
Net investment in real estate assets | 1,140,728 | 1,141,774 | |||
Developments in progress | 10,870 | 10,914 | |||
Net investment in real estate assets | 1,151,598 | 1,152,688 | |||
Other assets | 187,818 | 170,756 | |||
Total assets | 1,339,416 | 1,323,444 | |||
LIABILITIES: | |||||
Mortgage and other indebtedness, net | 1,359,475 | 1,333,152 | |||
Other liabilities | 37,938 | 33,419 | |||
Total liabilities | 1,397,413 | 1,366,571 | |||
OWNERS' EQUITY (DEFICIT): | |||||
The Company | 8,483 | 3,123 | |||
Noncontrolling interests | (66,480) | (46,250) | |||
Total equity | (57,997) | (43,127) | |||
Total liabilities, redeemable noncontrolling interests and equity | 1,339,416 | $ 1,323,444 | |||
Total revenues | 60,533 | 63,737 | |||
Net income | [4] | $ 9,181 | $ 20,678 | ||
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . Management, development and leasing fees are included in All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source for each of the above segments. Sales taxes are excluded from revenues. The Company's pro rata share of net income (loss) was $( 1,256 ) and $ 8,566 for the three months ended March 31, 2023, and 2022, respectively. |
Unconsolidated Affiliates and_5
Unconsolidated Affiliates and Noncontrolling Interests - Summarized Financial Information (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Equity Method Investments [Line Items] | ||
Equity in earnings (losses) of unconsolidated affiliates | $ (1,256) | $ 8,566 |
B I Development I I L L C [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Equity in earnings (losses) of unconsolidated affiliates | $ (1,256) | $ 8,566 |
Unconsolidated Affiliates and_6
Unconsolidated Affiliates and Noncontrolling Interests - Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | [1] | $ 2,515,791 | $ 2,678,243 |
BI Development II, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 1,339,416 | $ 1,323,444 | |
Unconsolidated VIEs | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 4,129 | ||
Maximum Risk of Loss, Unconsolidated | 21,500 | ||
Unconsolidated VIEs | Ambassador Infrastructure, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Maximum Risk of Loss, Unconsolidated | [2] | 5,749 | |
Unconsolidated VIEs | Atlanta Outlet JV, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Maximum Risk of Loss, Unconsolidated | [2] | 4,375 | |
Unconsolidated VIEs | BI Development, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 129 | ||
Maximum Risk of Loss, Unconsolidated | 129 | ||
Unconsolidated VIEs | BI Development II, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 36 | ||
Maximum Risk of Loss, Unconsolidated | 36 | ||
Unconsolidated VIEs | Louisville Outlet Shoppes, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Maximum Risk of Loss, Unconsolidated | [2] | 7,247 | |
Unconsolidated VIEs | Vision-CBL Hamilton Place, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 2,164 | ||
Maximum Risk of Loss, Unconsolidated | 2,164 | ||
Unconsolidated VIEs | Vision - CBL Mayfaire TC Hotel, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 1,800 | ||
Maximum Risk of Loss, Unconsolidated | $ 1,800 | ||
[1] As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . The Operating P artnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 11 for more information. |
Mortgage and Other Indebtedne_3
Mortgage and Other Indebtedness, Net - Debt of Operating Partnership (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 972,999 | $ 1,023,634 | |
Mortgage and other indebtedness, variable-rate debt | 1,052,704 | 1,065,942 | |
Total fixed-rate and variable-rate debt | 2,025,703 | 2,089,576 | |
Unamortized deferred financing costs | (15,903) | (17,101) | |
Debt discounts | [1] | (63,371) | (72,289) |
Total mortgage and other indebtedness, net | $ 1,946,429 | $ 2,000,186 | |
Weighted average interest rate (as a percent) | [2] | 6.50% | 6.21% |
Fair value carrying amount | $ 1,997,042 | ||
First Year | Exit Credit Agreement | |||
Debt Instrument [Line Items] | |||
Principal liability cap reduction percentage | 50% | ||
Principal amortization payments | $ 2,500 | ||
Five Mortgage Notes Payable | |||
Debt Instrument [Line Items] | |||
Remaining debt discount amortization period | 2 years 8 months 12 days | ||
Fixed Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 5.24% | 5.26% |
Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 7.66% | 7.12% |
Non-Recourse Loans on Operating Properties | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 792,999 | $ 843,634 | |
Mortgage and other indebtedness, variable-rate debt | $ 55,965 | $ 56,490 | |
Non-Recourse Loans on Operating Properties | Fixed Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 4.85% | 4.90% |
Non-Recourse Loans on Operating Properties | Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 7.80% | 7.26% |
Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Mortgage and other indebtedness, variable-rate debt | [3] | $ 816,739 | $ 829,452 |
Secured Term Loan | Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2],[3] | 7.41% | 6.87% |
Open-Air Centers and Outparcels Loan | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 180,000 | $ 180,000 | |
Mortgage and other indebtedness, variable-rate debt | $ 180,000 | $ 180,000 | |
Open-Air Centers and Outparcels Loan | Fixed Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 8.77% | 8.22% |
Open-Air Centers and Outparcels Loan | Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 6.95% | 6.95% |
Senior Secured Term Loan | Exit Credit Agreement | |||
Debt Instrument [Line Items] | |||
Limited guaranty eliminated loan balance reduced amount | $ 650,000 | ||
Senior Secured Term Loan | First Year | Exit Credit Agreement | |||
Debt Instrument [Line Items] | |||
Principal liability cap reduction percentage | 100% | ||
Senior Secured Term Loan | Maximum | Exit Credit Agreement | |||
Debt Instrument [Line Items] | |||
Undiscounted maximum exposure | $ 175,000 | ||
[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 upon emerging from bankruptcy. The debt discount is accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at March 31, 2023 will be accreted over a weighted average period of 2.7 years. Weighted-average interest rate excludes amortization of deferred financing costs. The Operating Partnership provided a limited guaranty up to a maximum of $ 175,000 (the “Principal Liability Cap”). The Principal Liability Cap will be reduced by an amount equal to 100 % of the first $ 2,500 in principal amortization made by HoldCo I each calendar year and will be reduced further by 50 % of the principal amortization payments made by HoldCo I each calendar year in excess of the first $ 2,500 in principal amortization for such calendar year. As of March 31, 2023, the Principal Liability Cap had been reduced to $ 129,241 . The Principal Liability Cap is eliminated when the loan balance is reduced below $ 650,000 . |
Mortgage and Other Indebtedne_4
Mortgage and Other Indebtedness, Net - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 10, 2023 | Feb. 28, 2023 | Mar. 31, 2023 USD ($) Loan $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | ||
Debt Instrument [Line Items] | |||||
Mortgage and other indebtedness, net | $ 1,946,429 | $ 2,000,186 | |||
Interest rate percentage | 4.25% | ||||
Debt instrument extented maturity date | May 31, 2024 | ||||
Loan outstanding balance | 125,534 | ||||
Fair value carrying amount | $ 1,997,042 | ||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Long Term Debt Maturities Repayments Of Principal Remainder Of Fiscal Year | [1] | $ 180,237 | |||
Common stock issued (shares) | shares | 32,060,922 | 31,780,075 | |||
Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Interest rate percentage | 7.3975% | ||||
Debt instrument, maturity date | Jun. 07, 2027 | ||||
Exit Credit Agreement | First Year | |||||
Debt Instrument [Line Items] | |||||
Principal liability cap reduction percentage | 50% | ||||
Principal amortization payments | $ 2,500 | ||||
SOFR | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Adjustments to Basis Spread On Variable Rate | 0.11448% | ||||
Loan, basis spread rate | 2.75% | ||||
Operating Property Loan | |||||
Debt Instrument [Line Items] | |||||
Number of operating property loans (loan) | Loan | 3 | ||||
Long Term Debt Maturities Repayments Of Principal Remainder Of Fiscal Year | $ 152,153 | ||||
Five Mortgage Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Remaining debt discount amortization period | 2 years 8 months 12 days | ||||
Cross Creek Mall | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | May 20, 2023 | ||||
Non-Recourse Loans on Operating Properties, Open-Air Centers and Outparcels Loan and Secured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Mortgage and other indebtedness, net | $ 1,572,974 | ||||
Senior Secured Term Loan | Exit Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Principal liability cap | 129,241 | ||||
Limited guaranty eliminated loan balance reduced amount | $ 650,000 | ||||
Senior Secured Term Loan | Exit Credit Agreement | First Year | |||||
Debt Instrument [Line Items] | |||||
Principal liability cap reduction percentage | 100% | ||||
Senior Secured Term Loan | Exit Credit Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Undiscounted maximum exposure | $ 175,000 | ||||
[1] Reflects scheduled principal amortization and balloon payments for the fiscal period April 1, 2023 through December 31, 2023. |
Mortgage and Other Indebtedne_5
Mortgage and Other Indebtedness, Net- Scheduled Principal Payments (Details) $ in Thousands | 3 Months Ended | |||
May 10, 2023 | Mar. 31, 2023 USD ($) Loan | Dec. 31, 2022 USD ($) | ||
Debt Instrument [Line Items] | ||||
2023 | [1] | $ 180,237 | ||
2024 | 188,860 | |||
2025 | 828,607 | |||
2026 | 375,588 | |||
2027 | 360,895 | |||
2028 | 950 | |||
Thereafter | 61,905 | |||
Total | 1,997,042 | |||
Mortgage and other indebtedness, net | 1,946,429 | $ 2,000,186 | ||
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | Jun. 07, 2027 | |||
Westgate Mall | ||||
Debt Instrument [Line Items] | ||||
Mortgage and other indebtedness, net | $ 28,661 | |||
Debt instrument, maturity date | Jul. 31, 2022 | |||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Total mortgage and other indebtedness | $ 2,025,703 | |||
Operating Property Loan | ||||
Debt Instrument [Line Items] | ||||
2023 | $ 152,153 | |||
Number of operating property loans (loan) | Loan | 3 | |||
Operating Property Loan | Mortgages | ||||
Debt Instrument [Line Items] | ||||
Principal balance of loans with maturity date prior to March 31, 2023 | [2] | $ 28,661 | ||
[1] Reflects scheduled principal amortization and balloon payments for the fiscal period April 1, 2023 through December 31, 2023. Represents the principal balance as of March 31, 2023 of the loan secured by WestGate Mall, which is in maturity default. The Company is in discussions with the lender. The loan matured in July 2022 and had a balance of $ 28,661 as of March 31, 2023. |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1],[2] | $ 136,359 | $ 140,102 | |
Property operating expenses | [3] | (50,926) | (48,345) | |
Interest expense | (43,524) | (90,659) | ||
Gain on sales of real estate assets | 1,596 | 16 | ||
Other expense | (198) | |||
Segment profit (loss) | 43,307 | 1,114 | ||
Depreciation and amortization | (53,269) | (68,943) | ||
General and administrative | (19,229) | (18,074) | ||
Litigation settlement | 44 | 81 | ||
Interest and other income | 2,665 | 155 | ||
Gain on deconsolidation | 28,151 | 36,250 | ||
Reorganization items, net | (1,571) | |||
Income tax benefit (provision) | 101 | (801) | ||
Equity in (losses) earnings of unconsolidated affiliates | (1,256) | 8,566 | ||
Net income (loss) | 514 | (43,223) | ||
Capital expenditures | [4] | 7,535 | 5,830 | |
Total assets | [5] | 2,515,791 | $ 2,678,243 | |
Malls | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1],[6] | 115,883 | 121,428 | |
Property operating expenses | [3],[6] | (46,871) | (44,684) | |
Interest expense | [6] | (20,483) | (71,159) | |
Segment profit (loss) | [6] | 48,529 | 5,585 | |
Capital expenditures | [4],[6] | 4,433 | 3,960 | |
Total assets | [6] | 1,628,645 | 1,695,813 | |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | [1],[7] | 20,476 | 18,674 | |
Property operating expenses | [3],[7] | (4,055) | (3,661) | |
Interest expense | [7] | (23,041) | (19,500) | |
Gain on sales of real estate assets | [7] | 1,596 | 16 | |
Other expense | [7] | (198) | ||
Segment profit (loss) | [7] | (5,222) | (4,471) | |
Capital expenditures | [4],[7] | 3,102 | $ 1,870 | |
Total assets | [7] | $ 887,146 | $ 982,430 | |
[1] Management, development and leasing fees are included in All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source for each of the above segments. Sales taxes are excluded from revenues. Property operating expenses include property operating, real estate taxes and maintenance and repairs. Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. As of March 31, 2023, includes $ 187,693 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 203,730 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . The Malls category includes malls, lifestyle centers and outlet centers. The All Other category includes open-air centers, outparcels, office buildings, corporate-level debt and the Management Company. |
Earnings per Share - Summary of
Earnings per Share - Summary of Calculation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Basic earnings per share | |||
Net income (loss) attributable to the Company | $ 2,259 | $ (40,722) | |
Less: Dividends allocable to unvested restricted stock | (280) | ||
Net income (loss) attributable to common shareholders | $ 1,979 | $ (40,722) | |
Weighted-average basic shares outstanding | 31,304 | 27,998 | |
Net income (loss) per share attributable to common shareholders | $ 0.06 | $ (1.45) | |
Diluted earnings per share | |||
Net income (loss) attributable to common shareholders | [1] | $ 1,979 | $ (40,722) |
Weighted-average diluted shares | [1] | 31,369 | 27,998 |
Net income (loss) per share attributable to common shareholders | [1] | $ 0.06 | $ (1.45) |
[1] For the three months ended March 31, 2023, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the two-class method. Additionally, for the three months ended March 31, 2023, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. Had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,378 , including 10 contingently issuable shares related to unvested restricted stock awards. There were no potential dilutive common shares and there were no anti-dilutive shares for the three months ended March 31, 2022. |
Earnings per Share - Summary _2
Earnings per Share - Summary of Calculation of Basic and Diluted EPS (Parenthetical) (Details) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average common and potential dilutive common shares outstanding, diluted | [1] | 31,369 | 27,998 |
Performance Stock Units (“PSUs”) and Nonvested Restricted Stock Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average common and potential dilutive common shares outstanding, diluted | 31,378 | ||
Antidilutive securities excluded from the computation of EPS (shares) | 10 | ||
Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of EPS (shares) | 0 | ||
Potentially dilutive securities excluded from the computation of EPS (shares) | 0 | ||
[1] For the three months ended March 31, 2023, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the two-class method. Additionally, for the three months ended March 31, 2023, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. Had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,378 , including 10 contingently issuable shares related to unvested restricted stock awards. There were no potential dilutive common shares and there were no anti-dilutive shares for the three months ended March 31, 2022. |
Contingencies - Environmental C
Contingencies - Environmental Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Environmental liability insurance, maximum coverage per incident (up to) | $ 40,000 |
Environmental liability insurance, maximum coverage amount | $ 40,000 |
Contingencies - Guarantees (Det
Contingencies - Guarantees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Guarantor Obligations [Line Items] | ||
Obligation Recorded to Reflect Guaranty | $ 556 | $ 561 |
Ambassador Infrastructure, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 65% | |
Outstanding Balance | $ 5,749 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100% | |
Maximum Guaranteed Amount | $ 5,749 | |
Obligation Recorded to Reflect Guaranty | $ 70 | 70 |
West Melbourne I, LLC - Phase I | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50% | |
Outstanding Balance | $ 36,570 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50% | |
Maximum Guaranteed Amount | $ 18,285 | |
Obligation Recorded to Reflect Guaranty | $ 183 | 185 |
West Melbourne I, LLC - Phase II | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50% | |
Outstanding Balance | $ 11,673 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50% | |
Maximum Guaranteed Amount | $ 5,837 | |
Obligation Recorded to Reflect Guaranty | $ 58 | 59 |
Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50% | |
Outstanding Balance | $ 48,948 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50% | |
Maximum Guaranteed Amount | $ 24,474 | |
Obligation Recorded to Reflect Guaranty | $ 245 | $ 247 |
Atlanta Outlet Outparcels, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50% | |
Outstanding Balance | $ 4,375 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100% | |
Maximum Guaranteed Amount | $ 4,375 | |
Louisville Outlet Shoppes, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50% | |
Outstanding Balance | $ 7,247 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100% | |
Maximum Guaranteed Amount | $ 7,247 | |
West Melbourne I LLC Phase I, West Melbourne I LLC Phase II and Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Option extension term of debt instrument | 1 year |
Share-Based Compensation - Summ
Share-Based Compensation - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Feb. 17, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation cost | $ 2,743 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant-date fair value, granted | $ 6,120 | |||||
Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation cost | $ 1,843 | 1,622 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Nonvested, beginning of period (shares) | 662,875 | |||||
Granted (shares) | 355,278 | |||||
Vested (shares) | (265,341) | |||||
Forfeited (shares) | (5,279) | |||||
Nonvested, end of period (shares) | 747,533 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant-date fair value, nonvested, beginning of period (USD per share) | $ 27.42 | |||||
Weighted average grant-date fair value, granted (USD per share) | 26.21 | |||||
Weighted average grant-date fair value, vested (USD per share) | 26.25 | |||||
Weighted average grant-date fair value, forfeited (USD per share) | 24.86 | |||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ 27.28 | |||||
Unrecognized compensation cost related to nonvested stock awards | $ 18,507 | |||||
Compensation cost to be recognized over a weighted-average period | 2 years 8 months 12 days | |||||
Weighted average grant-date fair value, granted | $ 9,313 | |||||
Total fair value of shares vested | $ 6,755 | |||||
RSU component award vesting performance period | 3 years | |||||
Granted (shares) | 355,278 | |||||
weighted-average grant date fair value | $ 27.28 | |||||
Restricted Stock Awards | Minimum | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Component percentage in long-term incentive program | 40% | |||||
Restricted Stock Awards | Maximum | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Component percentage in long-term incentive program | 45% | |||||
Performance Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation cost | $ 1,409 | $ 1,121 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Nonvested, beginning of period (shares) | 607,128 | |||||
Granted (shares) | 157,789 | |||||
Forfeited (shares) | (51,019) | |||||
Nonvested, end of period (shares) | 724,807 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant-date fair value, nonvested, beginning of period (USD per share) | $ 24.69 | |||||
Weighted average grant-date fair value, granted (USD per share) | 38.79 | |||||
Weighted average grant-date fair value, forfeited (USD per share) | 24.87 | |||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ 38.79 | [1] | $ 27.90 | |||
Unrecognized compensation cost related to nonvested stock awards | $ 17,036 | |||||
Compensation cost to be recognized over a weighted-average period | 3 years 1 month 6 days | |||||
Pecentage of shares issued based on achievement of long term relative TSR performance | 40% | |||||
Percentage of shares issued based on achievement of TSR performance | 60% | |||||
PSU component performance period | 3 years | |||||
Performance period | 3 years | |||||
Granted (shares) | 157,789 | |||||
Incremental granted (shares) | [2] | 10,909 | ||||
Weighted average incremental grant-date fair value, granted (USD per share) | [2] | 24.54 | ||||
weighted-average grant date fair value | $ 38.79 | [1] | $ 27.90 | |||
Risk-free interest rate (as a percent) | [3] | 4.37% | ||||
Expected share price volatility (as a percent) | [4] | 62.50% | ||||
Performance Stock Awards | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (shares) | 63,114 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ 40.64 | |||||
Granted (shares) | 63,114 | |||||
weighted-average grant date fair value | $ 40.64 | |||||
Performance Stock Awards | Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (shares) | 94,675 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ 37.55 | |||||
Granted (shares) | 94,675 | |||||
weighted-average grant date fair value | $ 37.55 | |||||
Performance Stock Awards | Minimum | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Component percentage in long-term incentive program | 55% | |||||
Performance Stock Awards | Maximum | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Component percentage in long-term incentive program | 60% | |||||
[1] The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the 2023 PSUs consists of 63,114 shares at a fair value of $ 40.64 per share (which relates to the relative TSR) and 94,675 shares at a fair value of $ 37.55 per share (which relates to absolute TSR). PSUs granted shall be adjusted as if the shares of common stock represented by such PSUs had received any applicable stock or cash dividends declared. As for stock dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that would have been payable per such stock dividend on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs. As to cash dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that could have been acquired by the cash dividend payable on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs, and the calculation of the number of shares of common stock that could have been acquired shall be based on the closing price of the common stock on the record date for the cash dividend at issue. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the grant date listed above. The computation of expected volatility was based on the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a three-year period and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financi_3
Noncash Investing and Financing Activities - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Significant Noncash Transactions [Line Items] | ||
Additions to real estate assets accrued but not yet paid | $ 9,632 | $ 11,177 |
Deconsolidation Upon Loss of Control | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | (9,015) | (18,810) |
Decrease in mortgage and other indebtedness | 37,693 | 56,226 |
Decrease in operating assets and liabilities | 3,352 | 5,686 |
Decrease in intangible lease and other assets | $ (3,879) | $ (6,852) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||
May 10, 2023 | Apr. 30, 2023 | Apr. 01, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | ||
Subsequent Event [Line Items] | |||||||
Fair value carrying amount | $ 1,997,042 | ||||||
Interest rate percentage | 4.25% | ||||||
Modified loan balance | 1,946,429 | $ 2,000,186 | |||||
Short term extension with lender regarding loan secured | [1] | $ 180,237 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate percentage | 7.3975% | ||||||
Notional amount of the swap | $ 32,000 | ||||||
Debt instrument, maturity date | Jun. 07, 2027 | ||||||
Subsequent Event | CBL-TRS Friendly Center 2023, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Fair value carrying amount | $ 148,000 | $ 148,000 | |||||
Debt instrument face amount | $ 145,591 | ||||||
Interest rate percentage | 6.44% | ||||||
Debt instrument, maturity date | May 31, 2028 | ||||||
Subsequent Event | Outlet Shoppes of Bluegrass - Phase II | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | $ 7,247 | ||||||
Subsequent Event | U.S Treasury Securities | |||||||
Subsequent Event [Line Items] | |||||||
U.S. treasury securities redeemed | $ 44,150 | 46,994 | |||||
Purchases of U.S. treasury securities | $ 44,155 | $ 40,774 | |||||
Debt instrument, maturity date | Apr. 30, 2024 | Sep. 30, 2023 | |||||
[1] Reflects scheduled principal amortization and balloon payments for the fiscal period April 1, 2023 through December 31, 2023. |