Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2024 | |
Cover [Abstract] | |
Entity Central Index Key | 0000910612 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2024 |
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, $0.001 par value |
Trading Symbol | CBL |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Real estate assets: | |||
Land | [1] | $ 582,949 | $ 585,191 |
Buildings and improvements | [1] | 1,219,644 | 1,216,054 |
Real estate assets | [1] | 1,802,593 | 1,801,245 |
Accumulated depreciation | [1] | (263,950) | (228,034) |
Real estate investment property, net, before developments in progress | [1] | 1,538,643 | 1,573,211 |
Developments in progress | [1] | 8,905 | 8,900 |
Net investment in real estate assets | [1] | 1,547,548 | 1,582,111 |
Cash and cash equivalents | [1] | 57,679 | 34,188 |
Restricted cash | [1] | 83,559 | 88,888 |
Available-for-sale securities - at fair value (amortized cost of $238,300 and $261,869 as of June, 2024 and December 31, 2023, respectively) | [1] | 238,108 | 262,142 |
Receivables: | |||
Tenant | [1] | 38,213 | 43,436 |
Other | [1] | 2,795 | 2,752 |
Investments in unconsolidated affiliates | [1] | 82,553 | 76,458 |
In-place leases, net | [1] | 127,818 | 157,639 |
Intangible lease assets and other assets | [1] | 143,428 | 158,291 |
Total assets | [1] | 2,321,701 | 2,405,905 |
LIABILITIES AND EQUITY | |||
Mortgage and other indebtedness, net | 1,853,341 | 1,888,803 | |
Accounts payable and accrued liabilities | 169,374 | 186,485 | |
Total liabilities | [1] | 2,022,715 | 2,075,288 |
Shareholders' equity: | |||
Common stock, $.001 par value, 200,000,000 shares authorized, 31,551,142 and 31,975,645 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively (excluding 12,534 treasury shares as of June 30, 2024 and excluding 34 treasury shares as of December 31, 2023) | 32 | 32 | |
Additional paid-in capital | 709,307 | 719,125 | |
Accumulated other comprehensive income | 643 | 610 | |
Accumulated deficit | (401,193) | (380,446) | |
Total shareholders' equity | 308,789 | 339,321 | |
Noncontrolling interests | (9,803) | (8,704) | |
Total equity | 298,986 | 330,617 | |
Total liabilities, redeemable noncontrolling interests and equity | $ 2,321,701 | $ 2,405,905 | |
[1] As of June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 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 | Jun. 30, 2024 | Dec. 31, 2023 | |
Available-for-sale securities, amortized cost | $ 238,300 | $ 261,869 | |
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) | 31,551,142 | 31,975,645 | |
Common stock outstanding (shares) | 31,551,142 | 31,975,645 | |
Common stock, treasury shares | 12,534 | 34 | |
Variable interest asset entities | [1] | $ 2,321,701 | $ 2,405,905 |
Variable interest liability entities | [1] | 2,022,715 | $ 2,075,288 |
Variable Interest Entity Primary Beneficiary | |||
Variable interest asset entities | 178,452 | ||
Variable Interest Entity Primary Beneficiary | Nonrecourse | |||
Variable interest liability entities | $ 208,139 | ||
[1] As of June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
REVENUES: | |||||
Rental revenues | $ 124,071 | $ 124,842 | $ 248,098 | $ 255,166 | |
Management, development and leasing fees | 1,817 | 1,822 | 3,722 | 4,256 | |
Other | 3,777 | 3,203 | 6,962 | 6,804 | |
Total revenues | [1],[2] | 129,665 | 129,867 | 258,782 | 266,226 |
EXPENSES: | |||||
Property operating | (20,740) | (21,507) | (44,567) | (46,121) | |
Depreciation and amortization | (38,664) | (49,742) | (76,704) | (103,011) | |
Real estate taxes | (13,028) | (14,481) | (22,297) | (29,269) | |
Maintenance and repairs | (9,179) | (9,991) | (19,117) | (21,515) | |
General and administrative | (14,831) | (16,156) | (35,245) | (35,385) | |
Loss on impairment | (836) | ||||
Litigation settlement | 72 | 74 | 140 | 118 | |
Other | (127) | (127) | (198) | ||
Total expenses | (96,497) | (111,803) | (198,753) | (235,381) | |
OTHER INCOME (EXPENSES): | |||||
Interest and other income | 4,082 | 2,967 | 8,086 | 5,632 | |
Interest expense | (39,407) | (44,173) | (79,219) | (87,697) | |
Gain on deconsolidation | 28,151 | ||||
(Loss) gain on sales of real estate assets | (50) | (114) | 3,671 | 1,482 | |
Income tax provision | (650) | (219) | (492) | (118) | |
Equity in earnings (losses) of unconsolidated affiliates | 7,148 | 812 | 11,742 | (444) | |
Total other expenses | (28,877) | (40,727) | (56,212) | (52,994) | |
Net income (loss) | 4,291 | (22,663) | 3,817 | (22,149) | |
Net (income) loss attributable to noncontrolling interests in: | |||||
Other consolidated subsidiaries | 453 | 1,875 | 977 | 3,620 | |
Net income (loss) attributable to the Company | 4,744 | (20,788) | 4,794 | (18,529) | |
Earnings allocable to unvested restricted stock | (260) | (281) | (519) | (561) | |
Net income (loss) attributable to common shareholders | $ 4,484 | $ (21,069) | $ 4,275 | $ (19,090) | |
Basic and diluted per share data attributable to common shareholders: | |||||
Basic earnings per share | $ 0.14 | $ (0.67) | $ 0.14 | $ (0.61) | |
Diluted earnings per share | [3] | $ 0.14 | $ (0.67) | $ 0.14 | $ (0.61) |
Weighted-average basic shares | 31,150 | 31,313 | 31,348 | 31,309 | |
Weighted-average diluted shares | [3] | 31,156 | 31,313 | 31,351 | 31,309 |
[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 and six months ended June 30, 2024, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the treasury stock method. For the three and six months ended June 30, 2024, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2024, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,183 and 31,371 , respectively, including 27 and 20 , respectively, contingently issuable shares related to unvested restricted stock awards. For the three and six months ended June 30, 2023, the computation of diluted EPS does not include contingently issuable shares related to PSUs and unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2023, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,407 and 31,384 , respectively, including 94 and 75 , respectively, contingently issuable shares related to PSUs and unvested restricted stock awards. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 4,291 | $ (22,663) | $ 3,817 | $ (22,149) |
Other comprehensive income (loss): | ||||
Unrealized gain on interest rate swap | 35 | 880 | 497 | 880 |
Unrealized (loss) gain on available-for-sale securities | (118) | (17) | (464) | 513 |
Total other comprehensive (loss) income | (83) | 863 | 33 | 1,393 |
Comprehensive income (loss) | 4,208 | (21,800) | 3,850 | (20,756) |
Comprehensive loss attributable to noncontrolling interests in: | ||||
Other consolidated subsidiaries | 453 | 1,875 | 977 | 3,620 |
Comprehensive income (loss) attributable to the Company | 4,661 | (19,925) | 4,827 | (17,136) |
Earnings allocable to unvested restricted stock | (260) | (281) | (519) | (561) |
Comprehensive income (loss) attributable to common shareholders | $ 4,401 | $ (20,206) | $ 4,308 | $ (17,697) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Shareholders' Equity | Noncontrolling Interests |
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 (loss) | 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) | ||||
Amortization of deferred compensation | 1,843 | 1,843 | 1,843 | ||||
Compensation expense related to performance stock units | 1,409 | 1,409 | 1,409 | ||||
Distributions to noncontrolling interests | (3) | (3) | |||||
Ending balance at Mar. 31, 2023 | 357,605 | 32 | 711,956 | (524) | (348,699) | 362,765 | (5,160) |
Net income (loss) | (22,663) | (20,788) | (20,788) | (1,875) | |||
Other comprehensive income (loss) | 863 | 863 | 863 | ||||
Dividends declared - common stock | (12,022) | (12,022) | (12,022) | ||||
Amortization of deferred compensation | 1,797 | 1,797 | 1,797 | ||||
Compensation expense related to performance stock units | 1,410 | 1,410 | 1,410 | ||||
Distributions to noncontrolling interests | (1,889) | (1,889) | |||||
Ending balance at Jun. 30, 2023 | 325,101 | 32 | 715,163 | 339 | (381,509) | 334,025 | (8,924) |
Beginning balance at Dec. 31, 2023 | 330,617 | 32 | 719,125 | 610 | (380,446) | 339,321 | (8,704) |
Net income (loss) | (474) | 50 | 50 | (524) | |||
Other comprehensive income (loss) | 116 | 116 | 116 | ||||
Dividends declared - common stock | (12,870) | (12,870) | (12,870) | ||||
Issuance of share of common stock associated with performance stock units net of shares withheld for tax | (769) | (769) | (769) | ||||
Amortization of deferred compensation | 2,012 | 2,012 | 2,012 | ||||
Compensation expense related to performance stock units | 1,667 | 1,667 | 1,667 | ||||
Distributions to noncontrolling interests | (133) | (133) | |||||
Cancellation of shares of restricted common stock | (292) | (292) | (292) | ||||
Repurchases of common stock | (5,037) | (5,037) | (5,037) | ||||
Contributions from noncontrolling interests | 13 | 13 | |||||
Ending balance at Mar. 31, 2024 | 314,850 | 32 | 716,706 | 726 | (393,266) | 324,198 | (9,348) |
Net income (loss) | 4,291 | 4,744 | 4,744 | (453) | |||
Other comprehensive income (loss) | (83) | (83) | (83) | ||||
Dividends declared - common stock | (12,671) | (12,671) | (12,671) | ||||
Amortization of deferred compensation | 2,124 | 2,124 | 2,124 | ||||
Compensation expense related to performance stock units | 1,441 | 1,441 | 1,441 | ||||
Distributions to noncontrolling interests | (2) | (2) | |||||
Repurchases of common stock | (10,964) | (10,964) | (10,964) | ||||
Ending balance at Jun. 30, 2024 | $ 298,986 | $ 32 | $ 709,307 | $ 643 | $ (401,193) | $ 308,789 | $ (9,803) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - shares | 3 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of restricted common stock (shares) | 145,352 | 152,905 | |
Issuance of common stock associated with performance stock units net of shares withheld for tax (shares) | 164,837 | 133,221 | |
Cancellation of restricted common stock (shares) | 12,484 | ||
Repurchases of common stock (shares) | 482,797 | 239,411 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 3,817 | $ (22,149) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 76,704 | 103,011 | |
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts | 4,963 | 15,330 | |
Net amortization of intangible lease assets and liabilities | 6,148 | 10,715 | |
Gain on sales of real estate assets | (3,671) | (1,482) | |
Gain on insurance proceeds | (49) | ||
Gain on deconsolidation | (28,151) | ||
Write-off of development projects | 127 | 17 | |
Share-based compensation expense | 7,244 | 6,459 | |
Loss on impairment | 836 | ||
Equity in (earnings) losses of unconsolidated affiliates | (11,742) | 444 | |
Distributions of earnings from unconsolidated affiliates | 9,734 | 6,550 | |
Change in estimate of uncollectable revenues | 2,344 | 1,451 | |
Change in deferred tax accounts | 213 | (839) | |
Changes in: | |||
Tenant and other receivables | 2,667 | 5,091 | |
Other assets | 1,509 | 158 | |
Accounts payable and accrued liabilities | (5,929) | (12,320) | |
Net cash provided by operating activities | 94,964 | 84,236 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (13,939) | (17,464) | |
Proceeds from sales of real estate assets | 6,694 | 5,279 | |
Purchases of available-for-sale securities | (128,769) | (99,933) | |
Redemptions of available-for-sale securities | 154,036 | 142,793 | |
Additional investments in and advances to unconsolidated affiliates | (4,798) | (8,242) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 886 | 4,430 | |
Changes in other assets | (1,228) | (1,191) | |
Net cash provided by investing activities | 12,882 | 25,672 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Principal payments on mortgage and other indebtedness | (46,958) | (39,903) | |
Additions to deferred financing costs | (593) | ||
Repurchases of common stock | (16,001) | ||
Contributions from noncontrolling interests | 13 | ||
Payment of tax withholdings for restricted stock awards and performance stock units | (1,062) | (1,793) | |
Distributions to noncontrolling interests | (135) | (1,892) | |
Dividends paid to common shareholders | (25,541) | (94,083) | |
Net cash used in financing activities | (89,684) | (138,264) | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 18,162 | (28,356) | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 123,076 | 141,949 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 141,238 | 113,593 | |
Reconciliation from consolidated statements of cash flows to consolidated balance sheets: | |||
Cash and cash equivalents | 57,679 | [1] | 24,919 |
Restricted cash: | |||
Restricted cash | 43,116 | 47,650 | |
Mortgage escrows | 40,443 | 41,024 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 141,238 | 113,593 | |
SUPPLEMENTAL INFORMATION | |||
Cash paid for interest, net of amounts capitalized | $ 68,585 | $ 66,561 | |
[1] As of June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 . |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 4,744 | $ (20,788) | $ 4,794 | $ (18,529) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, the Operating Partnership owned interests in the following properties: Malls (1) Outlet Centers (1) Lifestyle Centers (1)(2) Open-Air Centers (3) Other (3)(4) Total Consolidated Properties 40 2 4 21 4 71 Unconsolidated Properties (5) 6 3 1 8 1 19 Total 46 5 5 29 5 90 (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) Alamance Crossing is made up of Alamance Crossing East and Alamance Crossing West. Alamance Crossing East was deconsolidated and placed into receivership in connection with the foreclosure process. Alamance Crossing West remains consolidated. The Company views Alamance Crossing as one property and therefore only Alamance Crossing West is reflected in the total count. (3) Included in “All Other” for purposes of segment reporting. (4) CBL's two consolidated corporate office buildings are included in the Other category. (5) 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 June 30, 2024, 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 98.98 % limited partner interest for a combined interest held by CBL of 99.98 %. As of June 30, 2024, third parties owned a 0.02 % 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 June 30, 2024 are not necessarily indicative of the results to be obtained for the full fiscal year. Reclassifications The Company reclassified above market leases, net, of $ 118,673 and below market leases, net, of $ 80,408 from individual line items to intangible lease assets and other assets and accounts payable and accrued liabilities, respectively, on the condensed consolidated balance sheets at December 31, 2023 to conform with the current period presentation. For the six months ended June 30, 2023, the Company reclassified payments received on mortgage and other notes receivable of $ 35 from an individual line item on the condensed consolidated statement of cash flows to changes in other assets from investing activities on the condensed consolidated statement of cash flows to conform with the current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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. Since adoption, there has been no impact on our condensed consolidated financial statements through the use of the expedient. Accounting Guidance Not Yet Adopted On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting , which amends the existing standard's disclosure requirements. Among other things, ASU 2023-07 will require companies to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker ("CODM") and disclosures of the CODM's title and position, as well as details of how the CODM uses the reported measures. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. The adoption of ASU 2023-07 is not expected to have a material impact on the Company's condensed consolidated financial statements. 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Rental revenues $ 124,071 $ 124,842 $ 248,098 $ 255,166 Revenues from contracts with customers: Operating expense reimbursements 1,960 1,875 4,220 4,091 Management, development and leasing fees (1) 1,817 1,822 3,722 4,256 Marketing revenues (2) 563 575 967 1,220 4,340 4,272 8,909 9,567 Other revenues 1,254 753 1,775 1,493 Total revenues (3) $ 129,665 $ 129,867 $ 258,782 $ 266,226 (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 noncancelable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2024, 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 $ 19,252 $ 42,865 $ 38,636 $ 100,753 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 | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Note 4 – Leases The components of rental revenues for the three and six months ended June 30, 2024 and 2023 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Fixed lease payments $ 97,833 $ 104,391 $ 196,137 $ 203,372 Variable lease payments 26,238 20,451 51,961 51,794 Total rental revenues $ 124,071 $ 124,842 $ 248,098 $ 255,166 The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2024, are as follows: Years Ending December 31, Operating Leases 2024 (1) $ 199,753 2025 337,271 2026 258,598 2027 197,304 2028 144,582 2029 96,436 Thereafter 242,828 Total undiscounted lease payments $ 1,476,772 (1) Reflects rental payments for the period July 1, 2024 to December 31, 2024. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 Accounting Standards Codification ("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 $ 1,743,913 and $ 1,806,486 as of June 30, 2024 and December 31, 2023, 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 The following table sets forth information regarding the Company's interest rate swap that was designated as a cash flow hedge of interest rate risk for the six months ended June 30, 2024. See Note 8 for more information. Fair Value Measurements at Reporting Date Using Asset Fair Value at June 30, 2024 Quoted Prices in Significant Significant Interest rate swap $ 835 $ — $ 835 $ — During the six months ended June 30, 2024, 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 six months ended June 30, 2024 and for the year ended December 31, 2023: U.S. Treasury securities June 30, 2024 December 31, 2023 Amortized cost (1) $ 238,300 $ 261,869 Allowance for credit losses (2) — — Total unrealized (loss) gain ( 192 ) 273 Fair value (3) $ 238,108 $ 262,142 (1) The U.S. Treasury securities held as of June 30, 2024 have maturities through May 2025 . (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 six months ended June 30, 2024, nor for the year ended December 31, 2023. (3) 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 2024 During the six months e nded June 30, 2024, the Company sold an outparcel for less than its carrying value and recorded impairment of $ 836 . Long-lived Assets Measured at Fair Value in 2023 During the six months ended June 30, 2023 , the Company recognized gain on deconsolidation of $ 28,151 when it 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 more information. |
Dispositions and Held for Sale
Dispositions and Held for Sale | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Held for Sale | Note 6 – Dispositio ns and Held for Sale 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. 2024 Dispositions During the three and six months ended June 30, 2024, the Company realized a loss of $ 50 and a gain of $ 3,671 , respectively, related to the sale of an anchor parcel. Gross proceeds from sales of real estate assets was $ 7,745 . In addition, the Company recorded a loss on impairment related to an outparcel that was sold. See Note 5 for more information. Subsequent to June 30, 2024, Layton Hills Mall was sold. See Note 14 for more information. 2023 Dispositions During the three months ended June 30, 2023, the Company realized a gain of $ 114 , primarily related to the sale of a land parcel. During the six months ended June 30, 2023, the Company realized a gain of $ 1,482 , primarily related to the sale of five land parcels. Gross proceeds from sales of real estate assets were $ 5,674 for the six months ended June 30, 2023. Held for Sale As of June 30, 2024 and 2023, there were no properties that met the criteria to be classified as held for sale. |
Unconsolidated Affiliates and N
Unconsolidated Affiliates and Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 and 2023, 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 June 30, 2024, the Company had investments in 25 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, 17 are owned in 50/50 joint vent ures. 2024 Activity - Unconsolidated Affiliates Mall of South Carolina, LP and Mall of South Carolina Outparcel, LP Subsequent to June 30, 2024, the loans secured by Coastal Grand Mall and Coastal Grand Crossing entered maturity default. See Note 14 for more information. Vision-CBL Hamilton Place, LLC Subsequent to June 30, 2024, the loan secured by Hamilton Place Aloft Hotel was modified and extended. See Note 14 for more information. WestGate Mall CMBS, LLC In May 2024, the Company transferred title of the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property, which had a balance of $ 28,661 . 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 pla ced in receivership. As of June 30, 2024, the loan secured by Alamance Crossing East had an outstanding balance of $ 41,122 . Se e Note 5 for more information. CBL-TRS Med OFC Holding, LLC In June 2023, the Company and its joint venture partner in Friendly Center and The Shops at Friendly Center entered into a new 50/50 joint venture, CBL-Med OFC Holding, LLC, for the purpose of entering into a joint venture, CBL DMC I, LLC, with a third party to develop a medical office building on a parcel of land adjacent to those centers. CBL-TRS Med OFC Holding, LLC contributed the parcel of land valued at $ 2,600 to CBL DMC I, LLC in exchange for a 50 % interest in CBL DMC I, LLC. The unconsolidated affiliate is a VIE. CBL-TRS Joint Venture, LLC 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 . Louisville Outlet Shoppes, LLC In April 2023, the $ 7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II was paid off. 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: June 30, December 31, ASSETS: Investment in real estate assets $ 2,008,116 $ 2,010,269 Accumulated depreciation ( 913,330 ) ( 886,712 ) 1,094,786 1,123,557 Developments in progress 25,370 17,261 Net investment in real estate assets 1,120,156 1,140,818 Other assets 197,016 200,289 Total assets $ 1,317,172 $ 1,341,107 LIABILITIES: Mortgage and other indebtedness, net $ 1,321,646 $ 1,368,031 Other liabilities 43,680 45,577 Total liabilities 1,365,326 1,413,608 OWNERS' EQUITY (DEFICIT): The Company 13,759 12,290 Other investors ( 61,913 ) ( 84,791 ) Total owners' deficit ( 48,154 ) ( 72,501 ) Total liabilities and owners’ deficit $ 1,317,172 $ 1,341,107 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total revenues $ 63,875 $ 62,943 $ 127,872 $ 123,476 Net income (1) $ 28,328 $ 11,092 $ 34,592 $ 20,273 (1) The Company's pro rata share of net income was $ 7,148 and $ 812 for the three months ended June 30, 2024 and 2023, respectively. The Company's pro rata share of net income (loss) was $ 11,742 and $( 444 ) for the six months ended June 30, 2024 and 2023, respectively. Variable Interest Entities The Operating Partnership and certain of its subsidiaries are VIEs primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company consolidates the Operating Partnership because it 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 June 30, 2024, the Company had investments in 10 consolidated VIEs with ownership interests ranging from 50 % to 92 %. Unconsolidated VIEs The table below lists the Company's unconsolidated VIEs as of June 30, 2024: Unconsolidated VIEs: Investment in Maximum Alamance Crossing CMBS, LLC (1) $ — $ — Ambassador Infrastructure, LLC (2) — 4,361 Atlanta Outlet JV, LLC — — BI Development, LLC 117 117 BI Development II, LLC 679 679 CBL-T/C, LLC — — CBL-TRS Med OFC Holding, LLC (3) 1,264 3,562 El Paso Outlet Center Holding, LLC — — Fremaux Town Center JV, LLC — — Louisville Outlet Shoppes, LLC — — Mall of South Carolina L.P. — — Vision - CBL Hamilton Place, LLC 3,570 3,570 Vision - CBL Mayfaire TC Hotel, LLC 6,174 6,174 $ 11,804 $ 18,463 (1) During the year ended December 31, 2023, the property was placed into receivership. (2) The Operating P artnership has guaranteed all or a portion of the debt. See Note 11 for more information. (3) The Operating Partnership has guaranteed the construction debt of CBL DMC I, LLC, the joint venture in which CBL-TRS Med OFC Holding, LLC owns a 50 % interest. See Note 11 for more information. |
Mortgage and Other Indebtedness
Mortgage and Other Indebtedness, Net | 6 Months Ended |
Jun. 30, 2024 | |
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. At June 30, 2024, all the Company's consolidated debt is non-recourse. The Company’s mortgage and other indebtedness, net, consisted of the following: June 30, 2024 December 31, 2023 Amount Weighted- (1) Amount Weighted- (1) Fixed-rate debt: Open-air centers and outparcels loan (2) $ 179,180 6.95 % $ 179,180 6.95 % Loans on operating properties 717,878 5.30 % 736,573 5.30 % Total fixed-rate debt 897,058 5.63 % 915,753 5.63 % Variable-rate debt: Secured term loan 787,590 8.19 % 799,914 8.21 % Open-air centers and outparcels loan (2) 179,180 9.43 % 179,180 9.44 % Loans on operating properties 33,180 8.83 % 33,780 8.84 % Recourse loan on an operating property — — 15,339 8.24 % Total variable-rate debt 999,950 8.44 % 1,028,213 8.44 % Total fixed-rate and variable-rate debt 1,897,008 7.11 % 1,943,966 7.12 % Unamortized deferred financing costs ( 10,952 ) ( 13,221 ) Debt discounts (3) ( 32,715 ) ( 41,942 ) Total mortgage and other indebtedness, net $ 1,853,341 $ 1,888,803 (1) Weighted-average interest rate excludes amortization of deferred financing costs. (2) The Operating Partnership has an interest rate swap on a notional amount of $ 32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975 %. (3) In conjunction with fresh start accounting upon emergence from bankruptcy on November 1, 2021, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing debt discounts upon emerging from bankruptcy. The debt discounts are accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at June 30, 2024 will be accreted over a weighted average period of 1.9 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 $ 1,367,368 at June 30, 2024. 2024 Loan Activity In February 2024, the Company redeemed U.S. Treasury securities and used the proceeds to pay off the $ 15,190 loan secured by Brookfield Square Anchor Redevelopment. In May 2024, the Company exercised the first one-year extension option on the loan secured by Fayette Mall. Scheduled Principal Payments As of June 30, 2024, 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: 2024 (1) $ 27,389 2025 1,042,967 2026 404,542 2027 359,255 2028 950 2029 1,007 Thereafter 60,898 Total mortgage and other indebtedness $ 1,897,008 (1) Reflects scheduled principal amortization for the period July 1, 2024 through December 31, 2024. The $ 27,389 of scheduled principal payments for the remainder of 2024 represents scheduled principal amortization, as all 2024 loan maturities have been addressed. Interest Rate Hedge Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that its counterparty will fail to meet their obligation. The Company records its derivative instruments in its condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt. Instrument Type Location in the Condensed Consolidated Balance Sheet Notional Index Fair Value at June 30, 2024 Maturity Date Pay fixed/Receive variable swap Intangible lease assets and other assets $ 32,000 1-month USD-SOFR CME $ 835 Jun-27 Three Months Ended June 30, Six Months Ended June 30, Hedging Instrument - Interest Rate Swap 2024 2023 2024 2023 Gain recognized in other comprehensive income (loss) (1) $ 35 $ 880 $ 497 $ 880 Gain recognized in earnings (1) $ 161 $ 95 $ 324 $ 95 (1) Gain reclassified from accumulated other comprehensive income into earnings shown in interest expense. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $ 502 will be reclassified from other comprehensive income (loss) as a decrease to interest expense. The Company has an agreement with each derivative counterparty that contains a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of June 30, 2024 , the Company did no t have any derivatives with a fair value in a net liability position including accrued interest but excluding any adjustment for nonperformance risk. As of June 30, 2024, the Company has posted $ 1,920 of cash collateral related to the interest rate swap. The Company is not in breach of any agreement provisions. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
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 as follows: Three Months Ended June 30, 2024 Malls (1) All (2) Total Revenues (3) $ 108,211 $ 21,454 $ 129,665 Property operating expenses (4) ( 39,365 ) ( 3,582 ) ( 42,947 ) Interest expense ( 15,457 ) ( 23,950 ) ( 39,407 ) Loss on sales of real estate assets — ( 50 ) ( 50 ) Other expense — ( 127 ) ( 127 ) Segment profit (loss) $ 53,389 $ ( 6,255 ) 47,134 Depreciation and amortization ( 38,664 ) General and administrative expense ( 14,831 ) Litigation settlement 72 Interest and other income 4,082 Income tax provision ( 650 ) Equity in earnings of unconsolidated affiliates 7,148 Net income $ 4,291 Capital expenditures (5) $ 7,174 $ 2,272 $ 9,446 Three Months Ended June 30, 2023 Malls (1) All (2) Total Revenues (3) $ 110,622 $ 19,245 $ 129,867 Property operating expenses (4) ( 41,668 ) ( 4,311 ) ( 45,979 ) Interest expense ( 19,968 ) ( 24,205 ) ( 44,173 ) Loss on sales of real estate assets — ( 114 ) ( 114 ) Segment profit (loss) $ 48,986 $ ( 9,385 ) 39,601 Depreciation and amortization ( 49,742 ) General and administrative expense ( 16,156 ) Litigation settlement 74 Interest and other income 2,967 Income tax provision ( 219 ) Equity in earnings of unconsolidated affiliates 812 Net loss $ ( 22,663 ) Capital expenditures (5) 4,977 3,527 8,504 Six Months Ended June 30, 2024 Malls (1) All (2) Total Revenues (3) $ 217,787 $ 40,995 $ 258,782 Property operating expenses (4) ( 78,980 ) ( 7,001 ) ( 85,981 ) Interest expense ( 31,194 ) ( 48,025 ) ( 79,219 ) Gain on sales of real estate assets — 3,671 3,671 Other expense — ( 127 ) ( 127 ) Segment profit (loss) $ 107,613 $ ( 10,487 ) 97,126 Depreciation and amortization ( 76,704 ) General and administrative expense ( 35,245 ) Litigation settlement 140 Interest and other income 8,086 Loss on impairment ( 836 ) Income tax provision ( 492 ) Equity in earnings of unconsolidated affiliates 11,742 Net income $ 3,817 Capital expenditures (5) $ 11,669 $ 3,844 $ 15,513 Six Months Ended June 30, 2023 Malls (1) All (2) Total Revenues (3) $ 226,505 $ 39,721 $ 266,226 Property operating expenses (4) ( 88,539 ) ( 8,366 ) ( 96,905 ) Interest expense ( 40,451 ) ( 47,246 ) ( 87,697 ) Gain on sales of real estate assets — 1,482 1,482 Other expense — ( 198 ) ( 198 ) Segment profit (loss) $ 97,515 $ ( 14,607 ) 82,908 Depreciation and amortization ( 103,011 ) General and administrative expense ( 35,385 ) Litigation settlement 118 Interest and other income 5,632 Gain on deconsolidation 28,151 Income tax provision ( 118 ) Equity in losses of unconsolidated affiliates ( 444 ) Net loss $ ( 22,149 ) Capital expenditures (5) $ 9,410 $ 6,629 $ 16,039 Total assets Malls (1) All (2) Total June 30, 2024 $ 1,458,325 $ 863,376 $ 2,321,701 December 31, 2023 $ 1,546,610 $ 859,295 $ 2,405,905 (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 | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic earnings per share Net income (loss) attributable to the Company $ 4,744 $ ( 20,788 ) $ 4,794 $ ( 18,529 ) Less: Earnings allocable to unvested restricted stock ( 260 ) ( 281 ) ( 519 ) ( 561 ) Net income (loss) attributable to common shareholders 4,484 ( 21,069 ) 4,275 ( 19,090 ) Weighted-average basic shares outstanding 31,150 31,313 31,348 31,309 Net income (loss) per share attributable to common shareholders $ 0.14 $ ( 0.67 ) $ 0.14 $ ( 0.61 ) Diluted earnings per share (1) Net income (loss) attributable to common shareholders $ 4,484 $ ( 21,069 ) $ 4,275 $ ( 19,090 ) Weighted-average diluted shares outstanding 31,156 31,313 31,351 31,309 Net income (loss) per share attributable to common shareholders $ 0.14 $ ( 0.67 ) $ 0.14 $ ( 0.61 ) (1) For the three and six months ended June 30, 2024, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the treasury stock method. For the three and six months ended June 30, 2024, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2024, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,183 and 31,371 , respectively, including 27 and 20 , respectively, contingently issuable shares related to unvested restricted stock awards. For the three and six months ended June 30, 2023, the computation of diluted EPS does not include contingently issuable shares related to PSUs and unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2023, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,407 and 31,384 , respectively, including 94 and 75 , respectively, contingently issuable shares related to PSUs and unvested restricted stock awards. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 11 – Co ntingencies The Company is currently involved in 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 June 30, 2024 and December 31, 2023: As of June 30, 2024 Obligation Unconsolidated Affiliate Company's Outstanding Percentage Maximum Debt (1) June 30, 2024 December 31, 2023 West Melbourne I, LLC - Phase I 50 % $ 34,447 50 % $ 17,224 Feb-2025 (2) $ 172 $ 177 West Melbourne I, LLC - Phase II 50 % 10,696 50 % 5,348 Feb-2025 (2) 54 56 Port Orange I, LLC 50 % 45,848 50 % 22,924 Feb-2025 (2) 229 236 Ambassador Infrastructure, LLC 65 % 4,361 100 % 4,361 Mar-2025 44 57 CBL-TRS Med OFC Holding, LLC (3) 50 % 2,298 100 % 3,895 Jun-2030 19 19 Total guaranty liability $ 518 $ 545 (1) Excludes any extension options. (2) These loans have a one-year extension option at the joint venture’s election. (3) The Operating Partnership has guaranteed the construction debt of CBL DMC I, LLC, a joint venture in which CBL-TRS Med OFC Holding, LLC owns a 50 % interest. For the three and six months ended June 30, 2024 and 2023, the Company evaluated each guaranty, listed in the table above, 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 or six months ended June 30, 2024 and 2023. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [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 a wards granted under the CBL & Associates Properties, Inc. 2021 Equity Incentive Plan ("EIP") was $ 2,089 and $ 4,077 for the three and six months ended June 30, 2024, respectively. The share-based compensation expense related to restricted stock awards was $ 1,797 and $ 3,640 for the three and six months ended June 30, 2023, respectively. Share-based compensation cost capitalized as part of real estate assets was $ 35 and $ 59 for the three and six months ended June 30, 2024, respectively. As of June 30, 2024, there was $ 12,838 of total unrecognized compensation cos t related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of 1.7 y ears. 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 unvested restricted stock awards as of June 30, 2024, and changes during the six months ended June 30, 2024, are presented below: Shares Weighted- Unvested at January 1, 2024 590,953 $ 27.02 Granted 145,352 $ 23.38 Vested ( 88,094 ) $ 26.24 Unvested at June 30, 2024 648,211 $ 26.31 The total grant-date fair value of restricted stock awards granted during the six months ended June 30, 2024 was $ 3,398 . The total fair value of restricted stock awards that vested during the six months ended June 30, 2024 was $ 2,096 . Performance Stock Unit Awards Compensation cost for the PSUs granted in February 2023 and February 2024 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. Share-based compensation expense related to the PSUs granted under the EIP was $ 1,441 and $ 3,108 for the th ree and six months ended June 30, 2024, respectively; and $ 1,410 and $ 2,819 for the three and six months ended June 30, 2023, respectively . The unrecognized compensation expense related to the PSUs was $ 13,816 as of June 30, 2024, which is expected to be recognized over a weighted-average period of 2.3 years assuming all PSUs are earned. A summary of the status of the Company’s outstanding PSU awards as of June 30, 2024, and changes during the six months ended June 30, 2024, are presented below: PSUs Weighted- Outstanding at January 1, 2024 563,581 $ 28.65 2024 PSUs granted 169,420 $ 24.30 Incremental PSUs granted (1) 23,148 $ 21.96 Outstanding at June 30, 2024 756,149 $ 27.47 (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 six months ended June 30, 2024 was $ 4,117 . The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs granted in 2024: 2024 PSUs Grant date February 7, 2024 Fair value per share on valuation date (1) $ 24.30 Risk-free interest rate (2) 4.19 % Expected share price volatility (3) 40.00 % (1) The value of the 2024 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 2024 PSUs consists of 50,825 PSUs at a fair value of $ 29.38 per share (which relates to the relative TSR) and 118,595 PSUs at a fair value of $ 22.12 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 for the 2024 PSUs was based on the historical volatility of CBL's shares of common stock for a trading period equal to the time from the grant date to the end of the performance period. Since the performance period exceeds CBL's trading history, volatility indications of comparable public companies were also considered. |
Noncash Investing and Financing
Noncash Investing and Financing Activities | 6 Months Ended |
Jun. 30, 2024 | |
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: Six Months Ended June 30, 2024 2023 Additions to real estate assets accrued but not yet paid $ 10,339 $ 8,595 Deconsolidation upon loss of control (1) : Decrease in real estate assets — ( 9,015 ) Decrease in mortgage and other indebtedness — 37,693 Decrease in operating assets and liabilities — 3,352 Decrease in intangible lease and other assets — ( 3,879 ) (1) See Note 5 for more information. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Sub sequent Events In July 2024, the Company redeemed $108,265 in U.S. Treasury securities and purchased $108,264 in new U.S. Treasury securities with maturities through June 2025. In July 2024, the loan secured by Hamilton Place Aloft Hotel was modified and extended. The modified loan bears a fixed interest rate of 7.2 % and matures in June 2029 . In August 2024, the Company was notified by the lender that the loans secured by Coastal Grand Mall and Coastal Grand Crossing were in maturity default. The Company is in discussions with the lender regarding a loan modification/extension. In August 2024, the Company sold Layton Hills Mall. Proceeds from the sale were used to pay down $35,785 on the secured term loan. In August 2024, the share repurchase program was extended through December 31, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Accounting Guidance Adopted and Not Yet 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. Since adoption, there has been no impact on our condensed consolidated financial statements through the use of the expedient. Accounting Guidance Not Yet Adopted On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting , which amends the existing standard's disclosure requirements. Among other things, ASU 2023-07 will require companies to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker ("CODM") and disclosures of the CODM's title and position, as well as details of how the CODM uses the reported measures. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. The adoption of ASU 2023-07 is not expected to have a material impact on the Company's condensed consolidated financial statements. |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Properties Owned by Operating Partnership | As of June 30, 2024, the Operating Partnership owned interests in the following properties: Malls (1) Outlet Centers (1) Lifestyle Centers (1)(2) Open-Air Centers (3) Other (3)(4) Total Consolidated Properties 40 2 4 21 4 71 Unconsolidated Properties (5) 6 3 1 8 1 19 Total 46 5 5 29 5 90 (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) Alamance Crossing is made up of Alamance Crossing East and Alamance Crossing West. Alamance Crossing East was deconsolidated and placed into receivership in connection with the foreclosure process. Alamance Crossing West remains consolidated. The Company views Alamance Crossing as one property and therefore only Alamance Crossing West is reflected in the total count. (3) Included in “All Other” for purposes of segment reporting. (4) CBL's two consolidated corporate office buildings are included in the Other category. (5) The Operating Partnership accounts for these investments using the equity method. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Rental revenues $ 124,071 $ 124,842 $ 248,098 $ 255,166 Revenues from contracts with customers: Operating expense reimbursements 1,960 1,875 4,220 4,091 Management, development and leasing fees (1) 1,817 1,822 3,722 4,256 Marketing revenues (2) 563 575 967 1,220 4,340 4,272 8,909 9,567 Other revenues 1,254 753 1,775 1,493 Total revenues (3) $ 129,665 $ 129,867 $ 258,782 $ 266,226 (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 June 30, 2024, 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 $ 19,252 $ 42,865 $ 38,636 $ 100,753 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Revenue | The components of rental revenues for the three and six months ended June 30, 2024 and 2023 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Fixed lease payments $ 97,833 $ 104,391 $ 196,137 $ 203,372 Variable lease payments 26,238 20,451 51,961 51,794 Total rental revenues $ 124,071 $ 124,842 $ 248,098 $ 255,166 |
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 June 30, 2024, are as follows: Years Ending December 31, Operating Leases 2024 (1) $ 199,753 2025 337,271 2026 258,598 2027 197,304 2028 144,582 2029 96,436 Thereafter 242,828 Total undiscounted lease payments $ 1,476,772 (1) Reflects rental payments for the period July 1, 2024 to December 31, 2024. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Interest Rate Swap Designated as Cash Flow Hedges of Interest Rate Risk | The following table sets forth information regarding the Company's interest rate swap that was designated as a cash flow hedge of interest rate risk for the six months ended June 30, 2024. See Note 8 for more information. Fair Value Measurements at Reporting Date Using Asset Fair Value at June 30, 2024 Quoted Prices in Significant Significant Interest rate swap $ 835 $ — $ 835 $ — |
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 six months ended June 30, 2024 and for the year ended December 31, 2023: U.S. Treasury securities June 30, 2024 December 31, 2023 Amortized cost (1) $ 238,300 $ 261,869 Allowance for credit losses (2) — — Total unrealized (loss) gain ( 192 ) 273 Fair value (3) $ 238,108 $ 262,142 (1) The U.S. Treasury securities held as of June 30, 2024 have maturities through May 2025 . (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 six months ended June 30, 2024, nor for the year ended December 31, 2023. (3) Fair value was calculated using Level 1 inputs. |
Unconsolidated Affiliates and_2
Unconsolidated Affiliates and Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, ASSETS: Investment in real estate assets $ 2,008,116 $ 2,010,269 Accumulated depreciation ( 913,330 ) ( 886,712 ) 1,094,786 1,123,557 Developments in progress 25,370 17,261 Net investment in real estate assets 1,120,156 1,140,818 Other assets 197,016 200,289 Total assets $ 1,317,172 $ 1,341,107 LIABILITIES: Mortgage and other indebtedness, net $ 1,321,646 $ 1,368,031 Other liabilities 43,680 45,577 Total liabilities 1,365,326 1,413,608 OWNERS' EQUITY (DEFICIT): The Company 13,759 12,290 Other investors ( 61,913 ) ( 84,791 ) Total owners' deficit ( 48,154 ) ( 72,501 ) Total liabilities and owners’ deficit $ 1,317,172 $ 1,341,107 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total revenues $ 63,875 $ 62,943 $ 127,872 $ 123,476 Net income (1) $ 28,328 $ 11,092 $ 34,592 $ 20,273 (1) The Company's pro rata share of net income was $ 7,148 and $ 812 for the three months ended June 30, 2024 and 2023, respectively. The Company's pro rata share of net income (loss) was $ 11,742 and $( 444 ) for the six months ended June 30, 2024 and 2023, respectively. |
Schedule of Variable Interest Entities | The table below lists the Company's unconsolidated VIEs as of June 30, 2024: Unconsolidated VIEs: Investment in Maximum Alamance Crossing CMBS, LLC (1) $ — $ — Ambassador Infrastructure, LLC (2) — 4,361 Atlanta Outlet JV, LLC — — BI Development, LLC 117 117 BI Development II, LLC 679 679 CBL-T/C, LLC — — CBL-TRS Med OFC Holding, LLC (3) 1,264 3,562 El Paso Outlet Center Holding, LLC — — Fremaux Town Center JV, LLC — — Louisville Outlet Shoppes, LLC — — Mall of South Carolina L.P. — — Vision - CBL Hamilton Place, LLC 3,570 3,570 Vision - CBL Mayfaire TC Hotel, LLC 6,174 6,174 $ 11,804 $ 18,463 (1) During the year ended December 31, 2023, the property was placed into receivership. (2) The Operating P artnership has guaranteed all or a portion of the debt. See Note 11 for more information. (3) The Operating Partnership has guaranteed the construction debt of CBL DMC I, LLC, the joint venture in which CBL-TRS Med OFC Holding, LLC owns a 50 % interest. See Note 11 for more information. |
Mortgage and Other Indebtedne_2
Mortgage and Other Indebtedness, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Pre-Emergence Net Mortgage Notes Payable | The Company’s mortgage and other indebtedness, net, consisted of the following: June 30, 2024 December 31, 2023 Amount Weighted- (1) Amount Weighted- (1) Fixed-rate debt: Open-air centers and outparcels loan (2) $ 179,180 6.95 % $ 179,180 6.95 % Loans on operating properties 717,878 5.30 % 736,573 5.30 % Total fixed-rate debt 897,058 5.63 % 915,753 5.63 % Variable-rate debt: Secured term loan 787,590 8.19 % 799,914 8.21 % Open-air centers and outparcels loan (2) 179,180 9.43 % 179,180 9.44 % Loans on operating properties 33,180 8.83 % 33,780 8.84 % Recourse loan on an operating property — — 15,339 8.24 % Total variable-rate debt 999,950 8.44 % 1,028,213 8.44 % Total fixed-rate and variable-rate debt 1,897,008 7.11 % 1,943,966 7.12 % Unamortized deferred financing costs ( 10,952 ) ( 13,221 ) Debt discounts (3) ( 32,715 ) ( 41,942 ) Total mortgage and other indebtedness, net $ 1,853,341 $ 1,888,803 (1) Weighted-average interest rate excludes amortization of deferred financing costs. (2) The Operating Partnership has an interest rate swap on a notional amount of $ 32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975 %. (3) In conjunction with fresh start accounting upon emergence from bankruptcy on November 1, 2021, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing debt discounts upon emerging from bankruptcy. The debt discounts are accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at June 30, 2024 will be accreted over a weighted average period of 1.9 years. |
Schedule of Pre-Emergence Principal Payments | As of June 30, 2024, 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: 2024 (1) $ 27,389 2025 1,042,967 2026 404,542 2027 359,255 2028 950 2029 1,007 Thereafter 60,898 Total mortgage and other indebtedness $ 1,897,008 Reflects scheduled principal amortization for the period July 1, 2024 through December 31, 2024. |
Schedule of Effective Portion of Changes In The Fair Value of Derivatives Designated As, and That Qualify As, Cash Flow Hedges | The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt. Instrument Type Location in the Condensed Consolidated Balance Sheet Notional Index Fair Value at June 30, 2024 Maturity Date Pay fixed/Receive variable swap Intangible lease assets and other assets $ 32,000 1-month USD-SOFR CME $ 835 Jun-27 Three Months Ended June 30, Six Months Ended June 30, Hedging Instrument - Interest Rate Swap 2024 2023 2024 2023 Gain recognized in other comprehensive income (loss) (1) $ 35 $ 880 $ 497 $ 880 Gain recognized in earnings (1) $ 161 $ 95 $ 324 $ 95 (1) Gain reclassified from accumulated other comprehensive income into earnings shown in interest expense. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Information on Reportable Segments | Information on the Company’s segments is as follows: Three Months Ended June 30, 2024 Malls (1) All (2) Total Revenues (3) $ 108,211 $ 21,454 $ 129,665 Property operating expenses (4) ( 39,365 ) ( 3,582 ) ( 42,947 ) Interest expense ( 15,457 ) ( 23,950 ) ( 39,407 ) Loss on sales of real estate assets — ( 50 ) ( 50 ) Other expense — ( 127 ) ( 127 ) Segment profit (loss) $ 53,389 $ ( 6,255 ) 47,134 Depreciation and amortization ( 38,664 ) General and administrative expense ( 14,831 ) Litigation settlement 72 Interest and other income 4,082 Income tax provision ( 650 ) Equity in earnings of unconsolidated affiliates 7,148 Net income $ 4,291 Capital expenditures (5) $ 7,174 $ 2,272 $ 9,446 Three Months Ended June 30, 2023 Malls (1) All (2) Total Revenues (3) $ 110,622 $ 19,245 $ 129,867 Property operating expenses (4) ( 41,668 ) ( 4,311 ) ( 45,979 ) Interest expense ( 19,968 ) ( 24,205 ) ( 44,173 ) Loss on sales of real estate assets — ( 114 ) ( 114 ) Segment profit (loss) $ 48,986 $ ( 9,385 ) 39,601 Depreciation and amortization ( 49,742 ) General and administrative expense ( 16,156 ) Litigation settlement 74 Interest and other income 2,967 Income tax provision ( 219 ) Equity in earnings of unconsolidated affiliates 812 Net loss $ ( 22,663 ) Capital expenditures (5) 4,977 3,527 8,504 Six Months Ended June 30, 2024 Malls (1) All (2) Total Revenues (3) $ 217,787 $ 40,995 $ 258,782 Property operating expenses (4) ( 78,980 ) ( 7,001 ) ( 85,981 ) Interest expense ( 31,194 ) ( 48,025 ) ( 79,219 ) Gain on sales of real estate assets — 3,671 3,671 Other expense — ( 127 ) ( 127 ) Segment profit (loss) $ 107,613 $ ( 10,487 ) 97,126 Depreciation and amortization ( 76,704 ) General and administrative expense ( 35,245 ) Litigation settlement 140 Interest and other income 8,086 Loss on impairment ( 836 ) Income tax provision ( 492 ) Equity in earnings of unconsolidated affiliates 11,742 Net income $ 3,817 Capital expenditures (5) $ 11,669 $ 3,844 $ 15,513 Six Months Ended June 30, 2023 Malls (1) All (2) Total Revenues (3) $ 226,505 $ 39,721 $ 266,226 Property operating expenses (4) ( 88,539 ) ( 8,366 ) ( 96,905 ) Interest expense ( 40,451 ) ( 47,246 ) ( 87,697 ) Gain on sales of real estate assets — 1,482 1,482 Other expense — ( 198 ) ( 198 ) Segment profit (loss) $ 97,515 $ ( 14,607 ) 82,908 Depreciation and amortization ( 103,011 ) General and administrative expense ( 35,385 ) Litigation settlement 118 Interest and other income 5,632 Gain on deconsolidation 28,151 Income tax provision ( 118 ) Equity in losses of unconsolidated affiliates ( 444 ) Net loss $ ( 22,149 ) Capital expenditures (5) $ 9,410 $ 6,629 $ 16,039 Total assets Malls (1) All (2) Total June 30, 2024 $ 1,458,325 $ 863,376 $ 2,321,701 December 31, 2023 $ 1,546,610 $ 859,295 $ 2,405,905 (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) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic earnings per share Net income (loss) attributable to the Company $ 4,744 $ ( 20,788 ) $ 4,794 $ ( 18,529 ) Less: Earnings allocable to unvested restricted stock ( 260 ) ( 281 ) ( 519 ) ( 561 ) Net income (loss) attributable to common shareholders 4,484 ( 21,069 ) 4,275 ( 19,090 ) Weighted-average basic shares outstanding 31,150 31,313 31,348 31,309 Net income (loss) per share attributable to common shareholders $ 0.14 $ ( 0.67 ) $ 0.14 $ ( 0.61 ) Diluted earnings per share (1) Net income (loss) attributable to common shareholders $ 4,484 $ ( 21,069 ) $ 4,275 $ ( 19,090 ) Weighted-average diluted shares outstanding 31,156 31,313 31,351 31,309 Net income (loss) per share attributable to common shareholders $ 0.14 $ ( 0.67 ) $ 0.14 $ ( 0.61 ) (1) For the three and six months ended June 30, 2024, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the treasury stock method. For the three and six months ended June 30, 2024, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2024, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,183 and 31,371 , respectively, including 27 and 20 , respectively, contingently issuable shares related to unvested restricted stock awards. For the three and six months ended June 30, 2023, the computation of diluted EPS does not include contingently issuable shares related to PSUs and unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2023, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,407 and 31,384 , respectively, including 94 and 75 , respectively, contingently issuable shares related to PSUs and unvested restricted stock awards. |
Contingencies (Tables)
Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023: As of June 30, 2024 Obligation Unconsolidated Affiliate Company's Outstanding Percentage Maximum Debt (1) June 30, 2024 December 31, 2023 West Melbourne I, LLC - Phase I 50 % $ 34,447 50 % $ 17,224 Feb-2025 (2) $ 172 $ 177 West Melbourne I, LLC - Phase II 50 % 10,696 50 % 5,348 Feb-2025 (2) 54 56 Port Orange I, LLC 50 % 45,848 50 % 22,924 Feb-2025 (2) 229 236 Ambassador Infrastructure, LLC 65 % 4,361 100 % 4,361 Mar-2025 44 57 CBL-TRS Med OFC Holding, LLC (3) 50 % 2,298 100 % 3,895 Jun-2030 19 19 Total guaranty liability $ 518 $ 545 (1) Excludes any extension options. (2) These loans have a one-year extension option at the joint venture’s election. (3) The Operating Partnership has guaranteed the construction debt of CBL DMC I, LLC, a joint venture in which CBL-TRS Med OFC Holding, LLC owns a 50 % interest. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Company Stock Awards | A summary of the status of the Company’s unvested restricted stock awards as of June 30, 2024, and changes during the six months ended June 30, 2024, are presented below: Shares Weighted- Unvested at January 1, 2024 590,953 $ 27.02 Granted 145,352 $ 23.38 Vested ( 88,094 ) $ 26.24 Unvested at June 30, 2024 648,211 $ 26.31 |
Schedule of PSU Activity | A summary of the status of the Company’s outstanding PSU awards as of June 30, 2024, and changes during the six months ended June 30, 2024, are presented below: PSUs Weighted- Outstanding at January 1, 2024 563,581 $ 28.65 2024 PSUs granted 169,420 $ 24.30 Incremental PSUs granted (1) 23,148 $ 21.96 Outstanding at June 30, 2024 756,149 $ 27.47 (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 2024: 2024 PSUs Grant date February 7, 2024 Fair value per share on valuation date (1) $ 24.30 Risk-free interest rate (2) 4.19 % Expected share price volatility (3) 40.00 % (1) The value of the 2024 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 2024 PSUs consists of 50,825 PSUs at a fair value of $ 29.38 per share (which relates to the relative TSR) and 118,595 PSUs at a fair value of $ 22.12 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 for the 2024 PSUs was based on the historical volatility of CBL's shares of common stock for a trading period equal to the time from the grant date to the end of the performance period. Since the performance period exceeds CBL's trading history, volatility indications of comparable public companies were also considered. |
Noncash Investing and Financi_2
Noncash Investing and Financing Activities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Noncash Investing and Financing Activities | The Company’s noncash investing and financing activities were as follows: Six Months Ended June 30, 2024 2023 Additions to real estate assets accrued but not yet paid $ 10,339 $ 8,595 Deconsolidation upon loss of control (1) : Decrease in real estate assets — ( 9,015 ) Decrease in mortgage and other indebtedness — 37,693 Decrease in operating assets and liabilities — 3,352 Decrease in intangible lease and other assets — ( 3,879 ) (1) See Note 5 for more information. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) Subsidiary State | Dec. 31, 2023 USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of states in which entity operates | State | 22 | |
Above market leases, net | $ 118,673 | |
Below market leases, net | $ 80,408 | |
Payments received on mortgage and other notes receivable | $ 35 | |
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) | 99.98% | |
Non-controlling limited partner interest ownership of CBL's related parties in the Operating Partnership (as a percent) | 0.02% | |
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) | 98.98% |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Properties Owned by Operating Partnership (Details) | 6 Months Ended |
Jun. 30, 2024 Mall Outlet_center Other_property Lifestyle_center OpenAir_center Property Segment Office_building | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | Mall | 46 |
Outlet Centers | Outlet_center | 5 |
Lifestyle Centers | Lifestyle_center | 5 |
Open-Air Centers | OpenAir_center | 29 |
Other | Other_property | 5 |
Total Properties | Property | 90 |
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 | 40 |
Outlet Centers | Outlet_center | 2 |
Lifestyle Centers | Lifestyle_center | 4 |
Open-Air Centers | OpenAir_center | 21 |
Other | Other_property | 4 |
Total Properties | Property | 71 |
Consolidated Properties | CBL & Associates Limited Partnership | |
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 | 1 |
Open-Air Centers | OpenAir_center | 8 |
Other | Other_property | 1 |
Total Properties | Property | 19 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Disaggregation Of Revenue [Line Items] | |||||
Rental revenues | $ 124,071 | $ 124,842 | $ 248,098 | $ 255,166 | |
Revenues from contracts with customers: | 4,340 | 4,272 | 8,909 | 9,567 | |
Total revenues | [1],[2] | 129,665 | 129,867 | 258,782 | 266,226 |
Operating expense reimbursements | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers: | 1,960 | 1,875 | 4,220 | 4,091 | |
Management, development and leasing fees | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers: | [3] | 1,817 | 1,822 | 3,722 | 4,256 |
Marketing revenues | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers: | [4] | 563 | 575 | 967 | 1,220 |
Other revenues | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | $ 1,254 | $ 753 | $ 1,775 | $ 1,493 | |
[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 | Jun. 30, 2024 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 100,753 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 19,252 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 42,865 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2044-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 38,636 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 20 years |
Revenues - Remaining Performa_2
Revenues - Remaining Performance Obligations (Details 1) $ in Thousands | Jun. 30, 2024 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 100,753 |
Leases - Components of Rental R
Leases - Components of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Fixed lease payments | $ 97,833 | $ 104,391 | $ 196,137 | $ 203,372 |
Variable lease payments | 26,238 | 20,451 | 51,961 | 51,794 |
Total rental revenues | $ 124,071 | $ 124,842 | $ 248,098 | $ 255,166 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments to be Received (Details) $ in Thousands | Jun. 30, 2024 USD ($) | |
Operating Leases | ||
2024 | $ 199,753 | [1] |
2025 | 337,271 | |
2026 | 258,598 | |
2027 | 197,304 | |
2028 | 144,582 | |
2029 | 96,436 | |
Thereafter | 242,828 | |
Total undiscounted lease payments | $ 1,476,772 | |
[1] Reflects rental payments for the period July 1, 2024 to December 31, 2024. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Interest Rate Swap Designated as Cash Flow Hedges of Interest Rate Risk (Details) - Interest Rate Swap $ in Thousands | Jun. 30, 2024 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, Asset | $ 835 |
Significant Other Observable Inputs (Level 2) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair Value, Asset | $ 835 |
Fair Value Measurements - Debt
Fair Value Measurements - Debt Securities, Available-for-sale Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of mortgage and other indebtedness | $ 1,743,913 | $ 1,806,486 | |
Available-for-sale securities, amortized cost | 238,300 | 261,869 | |
Available-For-Sale Securities Held, Fair Value | [1] | 238,108 | 262,142 |
U.S Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, amortized cost | 238,300 | 261,869 | |
Available-For-Sale Securities Held, unrealized (loss) gain | (192) | 273 | |
Available-For-Sale Securities Held, Fair Value | $ 238,108 | $ 262,142 | |
U.S. Treasury securities, maturity date | May 30, 2025 | ||
[1] As of June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 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 ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Loss on impairment | $ 836 | |
Gain on deconsolidation | $ 28,151 | |
Alamance Crossing East | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Gain on deconsolidation | $ 28,151 |
Dispositions and Held for Sale
Dispositions and Held for Sale - Summary (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) Property | Jun. 30, 2023 USD ($) Property | Jun. 30, 2024 USD ($) Property | Jun. 30, 2023 USD ($) Property LandParcel | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on sales of real estate assets | $ 3,671 | $ 1,482 | ||
Properties held for sale | Property | 0 | 0 | 0 | 0 |
Land Parcel Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on sales of real estate assets | $ 114 | $ 1,482 | ||
Number of stores sold (land parcel) | LandParcel | 5 | |||
Proceeds from sale of real estate | $ 5,674 | |||
Outparcel Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on sales of real estate assets | $ (50) | $ 3,671 | ||
Proceeds from sale of real estate | $ 7,745 |
Unconsolidated Affiliates and_3
Unconsolidated Affiliates and Noncontrolling Interests - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Entity | May 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Schedule Of Equity Method Investments [Line Items] | ||||
Number of entities - equity method of accounting (entity) | Entity | 25 | |||
Number of 50/50 joint ventures | Entity | 17 | |||
Loan, fixed interest rate | 7.3975% | |||
Alamance Crossing CMBS, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Loan outstanding balance | $ 41,122 | |||
CBL-TRS Joint Venture, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Fair value carrying amount | $ 148,000 | |||
Debt instrument face amount | $ 145,591 | |||
Loan, fixed interest rate | 6.44% | |||
Debt instrument, maturity date | May 31, 2028 | |||
Louisville Outlet Shoppes, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Debt instrument face amount | $ 7,247 | |||
CBL-TRS Med OFC Holding, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Ownership interest in joint venture (as a percent) | 50% | |||
WestGate Mall CMBS, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Fair value carrying amount | $ 28,661 | |||
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% | |||
CBL DMC I, LLC | CBL-TRS Med OFC Holding, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Ownership interest in joint venture (as a percent) | 50% | 50% | ||
Land contribution valuation amount | $ 2,600 |
Unconsolidated Affiliates and_4
Unconsolidated Affiliates and Noncontrolling Interests -Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | ||
ASSETS: | |||||||||
Investment in real estate assets | [1] | $ 1,802,593 | $ 1,802,593 | $ 1,801,245 | |||||
Accumulated depreciation | [1] | (263,950) | (263,950) | (228,034) | |||||
Net investment in real estate assets | [1] | 1,547,548 | 1,547,548 | 1,582,111 | |||||
Developments in progress | [1] | 8,905 | 8,905 | 8,900 | |||||
Total assets | [1] | 2,321,701 | 2,321,701 | 2,405,905 | |||||
LIABILITIES: | |||||||||
Mortgage and other indebtedness, net | 1,853,341 | 1,853,341 | 1,888,803 | ||||||
Total liabilities | [1] | 2,022,715 | 2,022,715 | 2,075,288 | |||||
OWNERS' EQUITY (DEFICIT): | |||||||||
The Company | 308,789 | 308,789 | 339,321 | ||||||
Noncontrolling interests | (9,803) | (9,803) | (8,704) | ||||||
Total equity | 298,986 | $ 325,101 | 298,986 | $ 325,101 | $ 314,850 | 330,617 | $ 357,605 | $ 367,129 | |
Total liabilities, redeemable noncontrolling interests and equity | 2,321,701 | 2,321,701 | 2,405,905 | ||||||
Total revenues | [2],[3] | 129,665 | 129,867 | 258,782 | 266,226 | ||||
Net income | 4,291 | (22,663) | 3,817 | (22,149) | |||||
BI Development II, LLC | |||||||||
ASSETS: | |||||||||
Investment in real estate assets | 2,008,116 | 2,008,116 | 2,010,269 | ||||||
Accumulated depreciation | (913,330) | (913,330) | (886,712) | ||||||
Net investment in real estate assets | 1,094,786 | 1,094,786 | 1,123,557 | ||||||
Developments in progress | 25,370 | 25,370 | 17,261 | ||||||
Net investment in real estate assets | 1,120,156 | 1,120,156 | 1,140,818 | ||||||
Other assets | 197,016 | 197,016 | 200,289 | ||||||
Total assets | 1,317,172 | 1,317,172 | 1,341,107 | ||||||
LIABILITIES: | |||||||||
Mortgage and other indebtedness, net | 1,321,646 | 1,321,646 | 1,368,031 | ||||||
Other liabilities | 43,680 | 43,680 | 45,577 | ||||||
Total liabilities | 1,365,326 | 1,365,326 | 1,413,608 | ||||||
OWNERS' EQUITY (DEFICIT): | |||||||||
The Company | 13,759 | 13,759 | 12,290 | ||||||
Noncontrolling interests | (61,913) | (61,913) | (84,791) | ||||||
Total equity | (48,154) | (48,154) | (72,501) | ||||||
Total liabilities, redeemable noncontrolling interests and equity | 1,317,172 | 1,317,172 | $ 1,341,107 | ||||||
Total revenues | 63,875 | 62,943 | 127,872 | 123,476 | |||||
Net income | [4] | $ 28,328 | $ 11,092 | $ 34,592 | $ 20,273 | ||||
[1] As of June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 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 was $ 7,148 and $ 812 for the three months ended June 30, 2024 and 2023, respectively. The Company's pro rata share of net income (loss) was $ 11,742 and $( 444 ) for the six months ended June 30, 2024 and 2023, respectively. |
Unconsolidated Affiliates and_5
Unconsolidated Affiliates and Noncontrolling Interests - Summarized Financial Information (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Equity in earnings (losses) of unconsolidated affiliates | $ 7,148 | $ 812 | $ 11,742 | $ (444) |
BI Development II, LLC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity in earnings (losses) of unconsolidated affiliates | $ 7,148 | $ 812 | $ 11,742 | $ (444) |
Unconsolidated Affiliates and_6
Unconsolidated Affiliates and Noncontrolling Interests - Variable Interest Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | [1] | $ 2,321,701 | $ 2,405,905 |
BI Development II, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 1,317,172 | $ 1,341,107 | |
Unconsolidated VIEs | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 11,804 | ||
Maximum Risk of Loss, Unconsolidated | 18,463 | ||
Unconsolidated VIEs | Ambassador Infrastructure, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Maximum Risk of Loss, Unconsolidated | [2] | 4,361 | |
Unconsolidated VIEs | BI Development, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 117 | ||
Maximum Risk of Loss, Unconsolidated | 117 | ||
Unconsolidated VIEs | BI Development II, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 679 | ||
Maximum Risk of Loss, Unconsolidated | 679 | ||
Unconsolidated VIEs | CBL-TRS Med OFC Holding, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | [3] | 1,264 | |
Maximum Risk of Loss, Unconsolidated | [3] | 3,562 | |
Unconsolidated VIEs | Vision-CBL Hamilton Place, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 3,570 | ||
Maximum Risk of Loss, Unconsolidated | 3,570 | ||
Unconsolidated VIEs | Vision - CBL Mayfaire TC Hotel, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Variable interest asset entities | 6,174 | ||
Maximum Risk of Loss, Unconsolidated | $ 6,174 | ||
[1] As of June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 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. See Note 11 for more information. The Operating Partnership has guaranteed the construction debt of CBL DMC I, LLC, the joint venture in which CBL-TRS Med OFC Holding, LLC owns a 50 % interest. See Note 11 for more information. |
Unconsolidated Affiliates and_7
Unconsolidated Affiliates and Noncontrolling Interests - Variable Interest Entities (Parenthetical) (Details) - CBL-TRS Med OFC Holding, LLC | Jun. 30, 2024 | Jun. 30, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest in joint venture (as a percent) | 50% | |
CBL DMC I, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest in joint venture (as a percent) | 50% | 50% |
Unconsolidated VIEs | CBL DMC I, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest in joint venture (as a percent) | 50% |
Mortgage and Other Indebtedne_3
Mortgage and Other Indebtedness, Net - Debt of Operating Partnership (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 897,058 | $ 915,753 | |
Mortgage and other indebtedness, variable-rate debt | 999,950 | 1,028,213 | |
Total fixed-rate and variable-rate debt | 1,897,008 | 1,943,966 | |
Unamortized deferred financing costs | (10,952) | (13,221) | |
Debt discounts | [1] | (32,715) | (41,942) |
Total mortgage and other indebtedness, net | $ 1,853,341 | $ 1,888,803 | |
Weighted average interest rate (as a percent) | [2] | 7.11% | 7.12% |
Notional amount of the swap | $ 32,000 | ||
Interest rate percentage | 7.3975% | ||
Five Mortgage Notes Payable | |||
Debt Instrument [Line Items] | |||
Remaining debt discount amortization period | 1 year 10 months 24 days | ||
Fixed Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 5.63% | 5.63% |
Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 8.44% | 8.44% |
Loans on Operating Properties | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 717,878 | $ 736,573 | |
Mortgage and other indebtedness, variable-rate debt | $ 33,180 | $ 33,780 | |
Loans on Operating Properties | Fixed Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 5.30% | 5.30% |
Loans on Operating Properties | Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 8.83% | 8.84% |
Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Mortgage and other indebtedness, variable-rate debt | $ 787,590 | $ 799,914 | |
Secured Term Loan | Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2] | 8.19% | 8.21% |
Open-Air Centers and Outparcels Loan | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | [3] | $ 179,180 | $ 179,180 |
Mortgage and other indebtedness, variable-rate debt | [3] | $ 179,180 | $ 179,180 |
Open-Air Centers and Outparcels Loan | Fixed Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2],[3] | 9.43% | 9.44% |
Open-Air Centers and Outparcels Loan | Variable Rate Interest | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (as a percent) | [2],[3] | 6.95% | 6.95% |
Recourse Loans on an Operating Property | |||
Debt Instrument [Line Items] | |||
Mortgage and other indebtedness, variable-rate debt | $ 15,339 | ||
Weighted average interest rate (as a percent) | [2] | 8.24% | |
[1] In conjunction with fresh start accounting upon emergence from bankruptcy on November 1, 2021, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing debt discounts upon emerging from bankruptcy. The debt discounts are accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at June 30, 2024 will be accreted over a weighted average period of 1.9 years. Weighted-average interest rate excludes amortization of deferred financing costs. The Operating Partnership has an interest rate swap on a notional amount of $ 32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975 %. |
Mortgage and Other Indebtedne_4
Mortgage and Other Indebtedness, Net - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2024 | Feb. 29, 2024 | Dec. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | ||
Debt Instrument [Line Items] | ||||||
Mortgage and other indebtedness, net | $ 1,853,341,000 | $ 1,888,803,000 | ||||
Fair value net liability | 0 | |||||
Long-Term Debt, Maturity, Remainder of Fiscal Year | [1] | 27,389,000 | ||||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Cash collateral | 1,920,000 | |||||
Scenario Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Gain recognized in other comprehensive income (loss) | $ 502,000 | |||||
Fayette Mall | ||||||
Debt Instrument [Line Items] | ||||||
Option extension term of debt instrument | 1 year | |||||
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 | $ 1,367,368,000 | |||||
Brookfield Square Anchor Redevelopment loan | U.S. Treasury Securities | ||||||
Debt Instrument [Line Items] | ||||||
Loan amount paid | $ 15,190,000 | |||||
[1] Reflects scheduled principal amortization for the period July 1, 2024 through December 31, 2024. |
Mortgage and Other Indebtedne_5
Mortgage and Other Indebtedness, Net- Scheduled Principal Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) | |
Debt Instrument [Line Items] | ||
2024 | $ 27,389 | [1] |
2025 | 1,042,967 | |
2026 | 404,542 | |
2027 | 359,255 | |
2028 | 950 | |
2029 | 1,007 | |
Thereafter | 60,898 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Total mortgage and other indebtedness | $ 1,897,008 | |
[1] Reflects scheduled principal amortization for the period July 1, 2024 through December 31, 2024. |
Mortgage and Other Indebtedne_6
Mortgage and Other Indebtedness, Net - Schedule of Effective Portion of Changes In The Fair Value of Derivatives Designated As, and That Qualify As, Cash Flow Hedges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Derivatives, Fair Value [Line Items] | |||||
Derivative, Notional Amount | $ 32,000 | $ 32,000 | |||
Pay fixed or Receive Variable Swap | Cash Flow Hedging | Intangible Lease Assets And Other Assets | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative, Notional Amount | 32,000 | $ 32,000 | |||
Debt instrument, maturity date | Jun. 07, 2027 | ||||
Pay fixed or Receive Variable Swap | Cash Flow Hedging | Intangible Lease Assets And Other Assets | 1-month USD-SOFR CME | |||||
Derivatives, Fair Value [Line Items] | |||||
Fair Value | 835 | $ 835 | |||
Interest Rate Swap | Cash Flow Hedging | |||||
Derivatives, Fair Value [Line Items] | |||||
Gain recognized in other comprehensive income (loss) | [1] | 35 | $ 880 | 497 | $ 880 |
Gain recognized in earnings | [1] | $ 161 | $ 95 | $ 324 | $ 95 |
[1] Gain reclassified from accumulated other comprehensive income into earnings shown in interest expense. |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | ||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1],[2] | $ 129,665 | $ 129,867 | $ 258,782 | $ 266,226 | |
Property operating expenses | [3] | (42,947) | (45,979) | (85,981) | (96,905) | |
Interest expense | (39,407) | (44,173) | (79,219) | (87,697) | ||
Gain (loss) on sales of real estate assets | (50) | (114) | 3,671 | 1,482 | ||
Other expense | (127) | (127) | (198) | |||
Segment profit (loss) | 47,134 | 39,601 | 97,126 | 82,908 | ||
Depreciation and amortization | (38,664) | (49,742) | (76,704) | (103,011) | ||
General and administrative expense | (14,831) | (16,156) | (35,245) | (35,385) | ||
Litigation settlement | 72 | 74 | 140 | 118 | ||
Interest and other income | 4,082 | 2,967 | 8,086 | 5,632 | ||
Gain on deconsolidation | 28,151 | |||||
Loss on impairment | (836) | |||||
Income tax provision | (650) | (219) | (492) | (118) | ||
Equity in earnings (losses) of unconsolidated affiliates | 7,148 | 812 | 11,742 | (444) | ||
Net income (loss) | 4,291 | (22,663) | 3,817 | (22,149) | ||
Capital expenditures | [4] | 9,446 | 8,504 | 15,513 | 16,039 | |
Total assets | [5] | 2,321,701 | 2,321,701 | $ 2,405,905 | ||
Malls | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1],[6] | 108,211 | 110,622 | 217,787 | 226,505 | |
Property operating expenses | [3],[6] | (39,365) | (41,668) | (78,980) | (88,539) | |
Interest expense | [6] | (15,457) | (19,968) | (31,194) | (40,451) | |
Segment profit (loss) | [6] | 53,389 | 48,986 | 107,613 | 97,515 | |
Capital expenditures | [4],[6] | 7,174 | 4,977 | 11,669 | 9,410 | |
Total assets | [6] | 1,458,325 | 1,458,325 | 1,546,610 | ||
All Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1],[7] | 21,454 | 19,245 | 40,995 | 39,721 | |
Property operating expenses | [3],[7] | (3,582) | (4,311) | (7,001) | (8,366) | |
Interest expense | [7] | (23,950) | (24,205) | (48,025) | (47,246) | |
Gain (loss) on sales of real estate assets | [7] | (50) | (114) | 3,671 | 1,482 | |
Other expense | [7] | (127) | (127) | (198) | ||
Segment profit (loss) | [7] | (6,255) | (9,385) | (10,487) | (14,607) | |
Capital expenditures | [4],[7] | 2,272 | $ 3,527 | 3,844 | $ 6,629 | |
Total assets | [7] | $ 863,376 | $ 863,376 | $ 859,295 | ||
[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 June 30, 2024, includes $ 178,452 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 208,139 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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Basic earnings per share | |||||
Net income (loss) attributable to the Company | $ 4,744 | $ (20,788) | $ 4,794 | $ (18,529) | |
Less: Earnings allocable to unvested restricted stock | (260) | (281) | (519) | (561) | |
Net income (loss) attributable to common shareholders | $ 4,484 | $ (21,069) | $ 4,275 | $ (19,090) | |
Weighted-average basic shares outstanding | 31,150 | 31,313 | 31,348 | 31,309 | |
Net income (loss) per share attributable to common shareholders | $ 0.14 | $ (0.67) | $ 0.14 | $ (0.61) | |
Diluted earnings per share | |||||
Net income (loss) attributable to common shareholders | [1] | $ 4,484 | $ (21,069) | $ 4,275 | $ (19,090) |
Weighted-average diluted shares | [1] | 31,156 | 31,313 | 31,351 | 31,309 |
Net income (loss) per share attributable to common shareholders | [1] | $ 0.14 | $ (0.67) | $ 0.14 | $ (0.61) |
[1] For the three and six months ended June 30, 2024, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the treasury stock method. For the three and six months ended June 30, 2024, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2024, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,183 and 31,371 , respectively, including 27 and 20 , respectively, contingently issuable shares related to unvested restricted stock awards. For the three and six months ended June 30, 2023, the computation of diluted EPS does not include contingently issuable shares related to PSUs and unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2023, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,407 and 31,384 , respectively, including 94 and 75 , respectively, contingently issuable shares related to PSUs and unvested restricted stock awards. |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Calculation of Basic and Diluted EPS (Parenthetical) (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted-average common and potential dilutive common shares outstanding, diluted | [1] | 31,156 | 31,313 | 31,351 | 31,309 |
Performance Stock Units (“PSUs”) and Nonvested Restricted Stock Awards | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from the computation of EPS (shares) | 27 | 94 | 20 | 75 | |
Weighted-average common and potential dilutive common shares outstanding, diluted | 31,183 | 31,407 | 31,371 | 31,384 | |
[1] For the three and six months ended June 30, 2024, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the treasury stock method. For the three and six months ended June 30, 2024, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2024, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,183 and 31,371 , respectively, including 27 and 20 , respectively, contingently issuable shares related to unvested restricted stock awards. For the three and six months ended June 30, 2023, the computation of diluted EPS does not include contingently issuable shares related to PSUs and unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2023, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 31,407 and 31,384 , respectively, including 94 and 75 , respectively, contingently issuable shares related to PSUs and unvested restricted stock awards. |
Contingencies - Environmental C
Contingencies - Environmental Contingencies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental liability insurance, maximum coverage per incident (up to) | $ 40,000 |
Environmental liability insurance, annual coverage limit (up to) | $ 40,000 |
Contingencies - Guarantees (Det
Contingencies - Guarantees (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
Guarantor Obligations [Line Items] | |||
Obligation recorded to reflect guaranty | $ 518 | $ 545 | |
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 | ||
Ambassador Infrastructure, LLC | |||
Guarantor Obligations [Line Items] | |||
Company's Ownership Interest (as a percent) | 65% | ||
Outstanding Balance | $ 4,361 | ||
Percentage Guaranteed by the Operating Partnership (as a percent) | 100% | ||
Maximum Guaranteed Amount | $ 4,361 | ||
Obligation recorded to reflect guaranty | $ 44 | 57 | |
West Melbourne I, LLC - Phase I | |||
Guarantor Obligations [Line Items] | |||
Company's Ownership Interest (as a percent) | 50% | ||
Outstanding Balance | $ 34,447 | ||
Percentage Guaranteed by the Operating Partnership (as a percent) | 50% | ||
Maximum Guaranteed Amount | $ 17,224 | ||
Obligation recorded to reflect guaranty | $ 172 | 177 | |
West Melbourne I, LLC - Phase II | |||
Guarantor Obligations [Line Items] | |||
Company's Ownership Interest (as a percent) | 50% | ||
Outstanding Balance | $ 10,696 | ||
Percentage Guaranteed by the Operating Partnership (as a percent) | 50% | ||
Maximum Guaranteed Amount | $ 5,348 | ||
Obligation recorded to reflect guaranty | $ 54 | 56 | |
Port Orange I, LLC | |||
Guarantor Obligations [Line Items] | |||
Company's Ownership Interest (as a percent) | 50% | ||
Outstanding Balance | $ 45,848 | ||
Percentage Guaranteed by the Operating Partnership (as a percent) | 50% | ||
Maximum Guaranteed Amount | $ 22,924 | ||
Obligation recorded to reflect guaranty | $ 229 | 236 | |
CBL-TRS Med OFC Holding, LLC | |||
Guarantor Obligations [Line Items] | |||
Company's Ownership Interest (as a percent) | 50% | ||
Outstanding Balance | $ 2,298 | ||
Percentage Guaranteed by the Operating Partnership (as a percent) | 100% | ||
Maximum Guaranteed Amount | $ 3,895 | ||
Obligation recorded to reflect guaranty | $ 19 | $ 19 | |
CBL-TRS Med OFC Holding, LLC | CBL DMC I, LLC | |||
Guarantor Obligations [Line Items] | |||
Company's Ownership Interest (as a percent) | 50% | 50% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Feb. 07, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, granted | $ 4,117 | ||||||
Restricted Stock Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation cost | $ 2,089 | $ 1,797 | $ 4,077 | $ 3,640 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Unvested, beginning of period (shares) | 590,953 | ||||||
Granted (shares) | 145,352 | ||||||
Vested (shares) | (88,094) | ||||||
Unvested, end of period (shares) | 648,211 | 648,211 | |||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, unvested, beginning of period (USD per share) | $ 27.02 | ||||||
Weighted average grant-date fair value, granted (USD per share) | 23.38 | ||||||
Weighted average grant-date fair value, vested (USD per share) | 26.24 | ||||||
Weighted average grant-date fair value, unvested, ending of period (USD per share) | $ 26.31 | $ 26.31 | |||||
Unrecognized compensation cost related to nonvested stock awards | $ 12,838 | $ 12,838 | |||||
Compensation cost to be recognized over a weighted-average period | 1 year 8 months 12 days | ||||||
Weighted average grant-date fair value, granted | $ 3,398 | ||||||
Total fair value of shares vested | $ 2,096 | ||||||
Granted (shares) | 145,352 | ||||||
weighted-average grant date fair value | $ 26.31 | $ 26.31 | |||||
Share-based compensation cost capitalized as part of real estate assets | $ 35 | $ 59 | |||||
Performance Stock Unit Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation cost | $ 1,441 | $ 1,410 | $ 3,108 | $ 2,819 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Unvested, beginning of period (shares) | 563,581 | ||||||
Granted (shares) | 169,420 | ||||||
Unvested, end of period (shares) | 756,149 | 756,149 | |||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, unvested, beginning of period (USD per share) | $ 28.65 | ||||||
Weighted average grant-date fair value, granted (USD per share) | 24.3 | ||||||
Weighted average grant-date fair value, unvested, ending of period (USD per share) | $ 24.3 | [1] | $ 27.47 | $ 27.47 | |||
Unrecognized compensation cost related to nonvested stock awards | $ 13,816 | $ 13,816 | |||||
Compensation cost to be recognized over a weighted-average period | 2 years 3 months 18 days | ||||||
Performance period | 3 years | ||||||
Granted (shares) | 169,420 | ||||||
Incremental granted (shares) | [2] | 23,148 | |||||
Weighted average incremental grant-date fair value, granted (USD per share) | [2] | 21.96 | |||||
weighted-average grant date fair value | $ 24.3 | [1] | $ 27.47 | $ 27.47 | |||
Risk-free interest rate (as a percent) | [3] | 4.19% | |||||
Expected share price volatility (as a percent) | [4] | 40% | |||||
Performance Stock Unit 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) | 50,825 | ||||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, unvested, ending of period (USD per share) | $ 29.38 | ||||||
Granted (shares) | 50,825 | ||||||
weighted-average grant date fair value | $ 29.38 | ||||||
Performance Stock Unit Awards | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Granted (shares) | 118,595 | ||||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, unvested, ending of period (USD per share) | $ 22.12 | ||||||
Granted (shares) | 118,595 | ||||||
weighted-average grant date fair value | $ 22.12 | ||||||
[1] The value of the 2024 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 2024 PSUs consists of 50,825 PSUs at a fair value of $ 29.38 per share (which relates to the relative TSR) and 118,595 PSUs at a fair value of $ 22.12 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 for the 2024 PSUs was based on the historical volatility of CBL's shares of common stock for a trading period equal to the time from the grant date to the end of the performance period. Since the performance period exceeds CBL's trading history, volatility indications of comparable public companies were also considered. |
Noncash Investing and Financi_3
Noncash Investing and Financing Activities - Summary (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Other Significant Noncash Transactions [Line Items] | ||
Additions to real estate assets accrued but not yet paid | $ 10,339 | $ 8,595 |
Deconsolidation Upon Loss of Control | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | (9,015) | |
Decrease in mortgage and other indebtedness | 37,693 | |
Decrease in operating assets and liabilities | 3,352 | |
Decrease in intangible lease and other assets | $ (3,879) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | 1 Months Ended | |
Jul. 31, 2024 | Jun. 30, 2024 | |
Subsequent Event [Line Items] | ||
Interest rate percentage | 7.3975% | |
Subsequent Event | Hamilton Place Aloft Hotel | ||
Subsequent Event [Line Items] | ||
Debt instrument, maturity date | Jun. 30, 2029 | |
Interest rate percentage | 7.20% |