Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document And Entity Information [Line Items] | ||
Entity Central Index Key | 0000910612 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | CBL | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 19,988,600 | |
CBL & Associates Limited Partnership | ||
Document And Entity Information [Line Items] | ||
Entity Central Index Key | 0000915140 | |
Document Fiscal Year Focus | 2021 | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 333-182515-01 | |
Entity Registrant Name | CBL & ASSOCIATES LIMITED PARTNERSHIP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 62-1542285 | |
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 | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
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 | Sep. 30, 2021 | Dec. 31, 2020 | |
Real estate assets: | |||
Land | $ 643,331 | $ 695,711 | |
Buildings and improvements | 4,867,017 | 5,135,074 | |
Real estate assets | 5,510,348 | 5,830,785 | |
Accumulated depreciation | (2,251,613) | (2,241,421) | |
Real estate investment property, net, before developments in progress | 3,258,735 | 3,589,364 | |
Developments in progress | 15,065 | 28,327 | |
Held for sale | 6,239 | ||
Net investment in real estate assets | 3,280,039 | 3,617,691 | |
Cash and cash equivalents | 267,982 | 61,781 | |
Available-for-sale securities - at fair value (amortized cost of $99,991 and $233,053 as of September 30, 2021 and December 31, 2020, respectively) | 99,998 | 233,071 | |
Receivables: | |||
Tenant | 72,574 | 103,655 | |
Other | 4,050 | 5,958 | |
Mortgage and other notes receivable | 1,696 | 2,337 | |
Investments in unconsolidated affiliates | 249,313 | 279,355 | |
Intangible lease assets and other assets | 252,495 | 139,892 | |
Total assets | 4,228,147 | 4,443,740 | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 1,019,084 | 1,184,831 | |
Accounts payable and accrued liabilities | 203,069 | 173,387 | |
Total liabilities not subject to compromise | [1] | 1,222,153 | 1,358,218 |
Liabilities subject to compromise | 2,551,686 | 2,551,490 | |
Commitments and contingencies (Note 9 and Note 12) | |||
Redeemable noncontrolling interests | (871) | (265) | |
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Common stock, $.01 par value, 350,000,000 shares authorized, 197,630,693 and 196,569,917 issued and outstanding in 2021 and 2020, respectively | 1,976 | 1,966 | |
Additional paid-in capital | 1,986,911 | 1,986,269 | |
Accumulated other comprehensive income | 7 | 18 | |
Dividends in excess of cumulative earnings | (1,533,800) | (1,456,435) | |
Total shareholders' equity | 455,119 | 531,843 | |
Noncontrolling interests | 60 | 2,454 | |
Total equity | 455,179 | 534,297 | |
Common units | |||
Accumulated other comprehensive income | 7 | 18 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,228,147 | 4,443,740 | |
CBL & Associates Limited Partnership | |||
Real estate assets: | |||
Land | 643,331 | 695,711 | |
Buildings and improvements | 4,867,017 | 5,135,074 | |
Real estate assets | 5,510,348 | 5,830,785 | |
Accumulated depreciation | (2,251,613) | (2,241,421) | |
Real estate investment property, net, before developments in progress | 3,258,735 | 3,589,364 | |
Developments in progress | 15,065 | 28,327 | |
Held for sale | 6,239 | ||
Net investment in real estate assets | 3,280,039 | 3,617,691 | |
Cash and cash equivalents | 267,974 | 61,772 | |
Available-for-sale securities - at fair value (amortized cost of $99,991 and $233,053 as of September 30, 2021 and December 31, 2020, respectively) | 99,998 | 233,071 | |
Receivables: | |||
Tenant | 72,574 | 103,655 | |
Other | 4,001 | 5,910 | |
Mortgage and other notes receivable | 1,696 | 2,337 | |
Investments in unconsolidated affiliates | 249,838 | 279,884 | |
Intangible lease assets and other assets | 252,376 | 139,772 | |
Total assets | 4,228,496 | 4,444,092 | |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 1,019,084 | 1,184,831 | |
Accounts payable and accrued liabilities | 203,138 | 173,458 | |
Total liabilities not subject to compromise | [2] | 1,222,222 | 1,358,289 |
Liabilities subject to compromise | 2,551,686 | 2,551,490 | |
Commitments and contingencies (Note 9 and Note 12) | |||
Redeemable noncontrolling interests | (871) | (265) | |
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Accumulated other comprehensive income | 7 | 18 | |
Partners' capital | |||
Preferred units | 565,212 | 565,212 | |
Common units | |||
General partner | (1,121) | (339) | |
Limited partners | (110,297) | (33,371) | |
Total partners' capital | 453,801 | 531,520 | |
Accumulated other comprehensive income | 7 | 18 | |
Noncontrolling interests | 1,658 | 3,058 | |
Total capital | 455,459 | 534,578 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,228,496 | 4,444,092 | |
Series D Preferred Stock | |||
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred stock outstanding | 18 | 18 | |
Series E Preferred Stock | |||
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred stock outstanding | $ 7 | $ 7 | |
[1] | As of September 30, 2021, includes $261,724 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $174,312 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 8 | ||
[2] | As of September 30, 2021, includes $261,724 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $174,312 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Available-for-sale securities, amortized cost | $ 99,991 | $ 233,053 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (shares) | 15,000,000 | 15,000,000 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock authorized (shares) | 350,000,000 | 350,000,000 |
Common stock issued (shares) | 197,630,693 | 196,569,917 |
Common stock outstanding (shares) | 197,630,693 | 196,569,917 |
Variable interest asset entities | $ 4,228,147 | $ 4,443,740 |
CBL & Associates Limited Partnership | ||
Available-for-sale securities, amortized cost | 99,991 | 233,053 |
Variable interest asset entities | 4,228,496 | $ 4,444,092 |
Variable Interest Entity Primary Beneficiary | ||
Variable interest asset entities | 261,724 | |
Variable Interest Entity Primary Beneficiary | CBL & Associates Limited Partnership | ||
Variable interest asset entities | 261,724 | |
Variable interest liability entities | 174,312 | |
Variable Interest Entity Primary Beneficiary | Nonrecourse | ||
Variable interest liability entities | $ 174,312 | |
Series D Preferred Stock | ||
Preferred stock outstanding (shares) | 1,815,000 | 1,815,000 |
Dividend rate of preferred stock (as a percent) | 7.375% | 7.375% |
Series E Preferred Stock | ||
Preferred stock outstanding (shares) | 690,000 | 690,000 |
Dividend rate of preferred stock (as a percent) | 6.625% | 6.625% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
REVENUES: | |||||
Rental revenues | $ 145,539 | $ 124,081 | $ 405,030 | $ 405,476 | |
Management, development and leasing fees | 1,780 | 2,104 | 4,888 | 5,251 | |
Other | 3,056 | 3,712 | 10,202 | 10,955 | |
Total revenues | [1] | 150,375 | 129,897 | 420,120 | 421,682 |
EXPENSES: | |||||
Property operating | (23,818) | (20,396) | (65,243) | (63,011) | |
Depreciation and amortization | (46,479) | (53,477) | (142,090) | (162,042) | |
Real estate taxes | (13,957) | (17,215) | (45,618) | (53,500) | |
Maintenance and repairs | (9,482) | (8,425) | (29,047) | (25,675) | |
General and administrative | (13,502) | (25,497) | (37,383) | (62,060) | |
Loss on impairment | (63,160) | (46) | (120,342) | (146,964) | |
Litigation settlement | 89 | 2,480 | 890 | 2,480 | |
Other | (104) | (391) | (400) | ||
Total expenses | (170,413) | (122,576) | (439,224) | (511,172) | |
OTHER INCOME (EXPENSES): | |||||
Interest and other income | 510 | 1,975 | 2,038 | 5,263 | |
Interest expense (unrecognized contractual interest expense was $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively) | (19,039) | (61,137) | (65,468) | (160,760) | |
Gain on extinguishment of debt | 15,407 | 15,407 | |||
Gain on deconsolidation | 55,131 | ||||
Gain (loss) on sales of real estate assets | 8,684 | (55) | 8,492 | 2,708 | |
Reorganization items | (12,008) | (52,014) | |||
Income tax benefit (provision) | 1,234 | (546) | (222) | (17,189) | |
Equity in losses of unconsolidated affiliates | (2,224) | (7,389) | (9,575) | (12,450) | |
Total other expenses | (22,843) | (51,745) | (61,618) | (167,021) | |
Net loss | (42,881) | (44,424) | (80,722) | (256,511) | |
Net loss attributable to noncontrolling interests in: | |||||
Operating Partnership | 1,085 | 609 | 2,013 | 19,100 | |
Other consolidated subsidiaries/Net loss attributable to noncontrolling interests | 76 | 937 | 1,344 | 1,631 | |
Net loss attributable to the Company | (41,720) | (42,878) | (77,365) | (235,780) | |
Preferred dividends undeclared | (11,223) | (33,669) | |||
Net loss attributable to common shareholders | $ (41,720) | $ (54,101) | $ (77,365) | $ (269,449) | |
Basic and diluted per share data attributable to common shareholders: | |||||
Net loss attributable to common shareholders | $ (0.21) | $ (0.28) | $ (0.39) | $ (1.43) | |
Weighted-average common and potential dilutive common shares/units outstanding | 196,454 | 193,481 | 196,474 | 188,211 | |
CBL & Associates Limited Partnership | |||||
REVENUES: | |||||
Rental revenues | $ 145,539 | $ 124,081 | $ 405,030 | $ 405,476 | |
Management, development and leasing fees | 1,780 | 2,104 | 4,888 | 5,251 | |
Other | 3,056 | 3,712 | 10,202 | 10,955 | |
Total revenues | 150,375 | 129,897 | 420,120 | 421,682 | |
EXPENSES: | |||||
Property operating | (23,818) | (20,396) | (65,243) | (63,011) | |
Depreciation and amortization | (46,479) | (53,477) | (142,090) | (162,042) | |
Real estate taxes | (13,957) | (17,215) | (45,618) | (53,500) | |
Maintenance and repairs | (9,482) | (8,425) | (29,047) | (25,675) | |
General and administrative | (13,502) | (25,497) | (37,383) | (62,060) | |
Loss on impairment | (63,160) | (46) | (120,342) | (146,964) | |
Litigation settlement | 89 | 2,480 | 890 | 2,480 | |
Other | (104) | (391) | (400) | ||
Total expenses | (170,413) | (122,576) | (439,224) | (511,172) | |
OTHER INCOME (EXPENSES): | |||||
Interest and other income | 510 | 1,975 | 2,038 | 5,263 | |
Interest expense (unrecognized contractual interest expense was $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively) | (19,039) | (61,137) | (65,468) | (160,760) | |
Gain on extinguishment of debt | 15,407 | 15,407 | |||
Gain on deconsolidation | 55,131 | ||||
Gain (loss) on sales of real estate assets | 8,684 | (55) | 8,492 | 2,708 | |
Reorganization items | (12,008) | (52,014) | |||
Income tax benefit (provision) | 1,234 | (546) | (222) | (17,189) | |
Equity in losses of unconsolidated affiliates | (2,224) | (7,389) | (9,575) | (12,450) | |
Total other expenses | (22,843) | (51,745) | (61,618) | (167,021) | |
Net loss | (42,881) | (44,424) | (80,722) | (256,511) | |
Net loss attributable to noncontrolling interests in: | |||||
Other consolidated subsidiaries/Net loss attributable to noncontrolling interests | 76 | 937 | 1,344 | 1,631 | |
Net loss attributable to the Company | (42,805) | (43,487) | (79,378) | (254,880) | |
Net loss attributable to common shareholders | $ (42,805) | (54,710) | $ (79,378) | (288,549) | |
Distributions to preferred unitholders undeclared | $ (11,223) | $ (33,669) | |||
Basic and diluted per share data attributable to common shareholders: | |||||
Net loss attributable to common shareholders | $ (0.21) | $ (0.27) | $ (0.39) | $ (1.43) | |
Weighted-average common and potential dilutive common shares/units outstanding | 201,559 | 201,690 | 201,587 | 201,551 | |
[1] | Management, development and leasing fees are included in the All Other category. See Note 4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Unrecognized contractual interest expense | $ 45,344 | $ 135,162 |
CBL & Associates Limited Partnership | ||
Unrecognized contractual interest expense | $ 45,344 | $ 135,162 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ (42,881) | $ (44,424) | $ (80,722) | $ (256,511) |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on available-for-sale securities | 13 | 75 | (11) | 33 |
Comprehensive loss | (42,868) | (44,349) | (80,733) | (256,478) |
Comprehensive loss attributable to noncontrolling interests in: | ||||
Operating Partnership | 1,085 | 609 | 2,013 | 19,100 |
Other consolidated subsidiaries | 76 | 937 | 1,344 | 1,631 |
Comprehensive loss attributable to the Company: | (41,707) | (42,803) | (77,376) | (235,747) |
Comprehensive loss attributable to the Operating Partnership: | 1,085 | 609 | 2,013 | 19,100 |
CBL & Associates Limited Partnership | ||||
Net loss | (42,881) | (44,424) | (80,722) | (256,511) |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on available-for-sale securities | 13 | 75 | (11) | 33 |
Comprehensive loss | (42,868) | (44,349) | (80,733) | (256,478) |
Comprehensive loss attributable to noncontrolling interests in: | ||||
Operating Partnership | (42,792) | (43,412) | (79,389) | (254,847) |
Other consolidated subsidiaries | 76 | 937 | 1,344 | 1,631 |
Comprehensive loss attributable to the Operating Partnership: | $ (42,792) | $ (43,412) | $ (79,389) | $ (254,847) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - shares | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Cancellation of restricted common stock (shares) | 7,737 | 14,326 | 111,139 | 1,162 | 20,059 | 116,781 |
Conversion of Operating Partnership common units into common stock (shares) | 3,814,729 | 16,333,947 | ||||
Issuance of common stock and restricted common stock (shares) | 5,891 | 1,633,345 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interests | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity | Noncontrolling Interests |
Beginning balance at Dec. 31, 2019 | $ 861,865 | $ 25 | $ 1,741 | $ 1,965,897 | $ (1,161,351) | $ 806,312 | $ 55,553 | ||
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2019 | $ 2,160 | ||||||||
Net loss | (138,136) | (122,673) | (122,673) | (15,463) | |||||
Net loss | (1,158) | ||||||||
Other comprehensive income (loss) | 22 | $ 22 | 22 | ||||||
Conversion of Operating Partnership common units into shares of common stock | 163 | 20,888 | 21,051 | (21,051) | |||||
Issuance of shares of common stock and restricted common stock | 537 | 17 | 520 | 537 | |||||
Cancellation of shares of restricted common stock | (97) | (1) | (96) | (97) | |||||
Amortization of deferred compensation | 633 | 633 | 633 | ||||||
Performance stock units | 390 | 390 | 390 | ||||||
Adjustment for noncontrolling interests | (60) | 60 | (10,341) | (10,341) | 10,281 | ||||
Distributions to noncontrolling interests | (731) | (731) | |||||||
Contributions from noncontrolling interests | 668 | 668 | |||||||
Ending balance at Mar. 31, 2020 | 725,091 | 25 | 1,920 | 1,977,891 | 22 | (1,284,024) | 695,834 | 29,257 | |
Ending balance of redeemable noncontrolling partnership interests at Mar. 31, 2020 | 1,062 | ||||||||
Beginning balance at Dec. 31, 2019 | 861,865 | 25 | 1,741 | 1,965,897 | (1,161,351) | 806,312 | 55,553 | ||
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2019 | 2,160 | ||||||||
Conversion of Operating Partnership common units into shares of common stock | 21,065 | ||||||||
Ending balance at Sep. 30, 2020 | 612,218 | 25 | 1,958 | 1,984,607 | 33 | (1,397,131) | 589,492 | 22,726 | |
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2020 | 193 | ||||||||
Beginning balance at Mar. 31, 2020 | 725,091 | 25 | 1,920 | 1,977,891 | 22 | (1,284,024) | 695,834 | 29,257 | |
Beginning balance of redeemable noncontrolling partnership interests at Mar. 31, 2020 | 1,062 | ||||||||
Net loss | (72,139) | (70,229) | (70,229) | (1,910) | |||||
Net loss | (654) | ||||||||
Other comprehensive income (loss) | (64) | (64) | (64) | ||||||
Issuance of shares of common stock and restricted common stock | 2 | 2 | 2 | ||||||
Cancellation of shares of restricted common stock | (14) | (14) | (14) | ||||||
Amortization of deferred compensation | 384 | 384 | 384 | ||||||
Performance stock units | 379 | 379 | 379 | ||||||
Adjustment for noncontrolling interests | (117) | 117 | 3,812 | 3,812 | (3,929) | ||||
Distributions to noncontrolling interests | (94) | (94) | |||||||
Contributions from noncontrolling interests | 25 | 25 | |||||||
Ending balance at Jun. 30, 2020 | 653,453 | 25 | 1,920 | 1,982,454 | (42) | (1,354,253) | 630,104 | 23,349 | |
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2020 | 525 | ||||||||
Net loss | (44,002) | (42,878) | (42,878) | (1,124) | |||||
Net loss | (422) | ||||||||
Other comprehensive income (loss) | 75 | 75 | 75 | ||||||
Conversion of Operating Partnership common units into shares of common stock | 38 | (25) | 13 | (13) | |||||
Cancellation of shares of restricted common stock | (1) | (1) | (1) | ||||||
Amortization of deferred compensation | 375 | 375 | 375 | ||||||
Performance stock units | 2,420 | 2,420 | 2,420 | ||||||
Adjustment for noncontrolling interests | (91) | 90 | (616) | (616) | 525 | ||||
Distributions to noncontrolling interests | (11) | (11) | |||||||
Ending balance at Sep. 30, 2020 | 612,218 | 25 | 1,958 | 1,984,607 | 33 | (1,397,131) | 589,492 | 22,726 | |
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2020 | 193 | ||||||||
Beginning balance at Dec. 31, 2020 | 534,297 | 25 | 1,966 | 1,986,269 | 18 | (1,456,435) | 531,843 | 2,454 | |
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2020 | (265) | ||||||||
Net loss | (28,067) | (26,763) | (26,763) | (1,304) | |||||
Net loss | (213) | ||||||||
Other comprehensive income (loss) | 3 | 3 | 3 | ||||||
Cancellation of shares of restricted common stock | (1) | (1) | (1) | ||||||
Amortization of deferred compensation | 304 | 304 | 304 | ||||||
Performance stock units | 93 | 93 | 93 | ||||||
Distributions to noncontrolling interests | (11) | (11) | |||||||
Ending balance at Mar. 31, 2021 | 506,618 | 25 | 1,965 | 1,986,666 | 21 | (1,483,198) | 505,479 | 1,139 | |
Ending balance of redeemable noncontrolling partnership interests at Mar. 31, 2021 | (478) | ||||||||
Net loss | (9,491) | (8,882) | (8,882) | (609) | |||||
Net loss | (70) | ||||||||
Other comprehensive income (loss) | (27) | (27) | (27) | ||||||
Cancellation of shares of restricted common stock | (18) | (1) | (17) | (18) | |||||
Amortization of deferred compensation | 256 | 256 | 256 | ||||||
Performance stock units | 94 | 94 | 94 | ||||||
Adjustment for noncontrolling interests | (5) | 5 | (17) | (17) | 12 | ||||
Distributions to noncontrolling interests | (343) | (343) | |||||||
Ending balance at Jun. 30, 2021 | 497,084 | 25 | 1,964 | 1,986,982 | (6) | (1,492,080) | 496,885 | 199 | |
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2021 | (543) | ||||||||
Net loss | (42,551) | (330) | (41,720) | (41,720) | (831) | ||||
Other comprehensive income (loss) | 13 | 13 | 13 | ||||||
Conversion of Operating Partnership common units into shares of common stock | 12 | 194 | 206 | (206) | |||||
Cancellation of shares of restricted common stock | (8) | (8) | (8) | ||||||
Amortization of deferred compensation | 252 | 252 | 252 | ||||||
Performance stock units | 93 | 93 | 93 | ||||||
Adjustment for noncontrolling interests | (2) | 2 | (602) | (602) | 600 | ||||
Contributions from noncontrolling interests | 298 | 298 | |||||||
Ending balance at Sep. 30, 2021 | $ 455,179 | $ 25 | $ 1,976 | $ 1,986,911 | $ 7 | $ (1,533,800) | $ 455,119 | $ 60 | |
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2021 | $ (871) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (80,722) | $ (256,511) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 142,090 | 162,042 | |
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts | 1,771 | 7,228 | |
Net amortization of intangible lease assets and liabilities | 573 | (719) | |
Gain on sales of real estate assets | (8,492) | (2,708) | |
Gain on insurance proceeds | (1,644) | ||
Gain on deconsolidation | (55,131) | ||
Write-off of development projects | 391 | 400 | |
Share-based compensation expense | 1,077 | 5,090 | |
Loss on impairment | 120,342 | 146,964 | |
Gain on extinguishment of debt | (15,407) | ||
Equity in losses of unconsolidated affiliates | 9,575 | 12,450 | |
Distributions of earnings from unconsolidated affiliates | 14,482 | 6,130 | |
Change in estimate of uncollectable revenues | 8,362 | 55,369 | |
Change in deferred tax accounts | 15,596 | ||
Changes in: | |||
Tenant and other receivables | 21,127 | (83,805) | |
Other assets | (1,577) | (8,259) | |
Accounts payable and accrued liabilities | 28,302 | 16,976 | |
Net cash provided by operating activities | 202,170 | 59,192 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (22,108) | (47,838) | |
Proceeds from sales of real estate assets | 21,014 | 3,593 | |
Purchases of available-for-sale securities | (553,810) | (153,193) | |
Redemptions of available-for-sale securities | 685,809 | ||
Proceeds from insurance | 904 | 988 | |
Payments received on mortgage and other notes receivable | 641 | 898 | |
Additional investments in and advances to unconsolidated affiliates | 272 | (11,170) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 10,662 | 6,250 | |
Changes in other assets | (4,204) | (1,032) | |
Net cash provided by (used in) investing activities | 139,180 | (201,504) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from mortgage and other indebtedness | 365,246 | ||
Principal payments on mortgage and other indebtedness | (31,609) | (139,829) | |
Additions to deferred financing costs | (493) | (705) | |
Proceeds from issuances of common stock | 5 | ||
Contributions from noncontrolling interests | 298 | 693 | |
Payment of tax withholdings for restricted stock awards | (11) | (87) | |
Distributions to noncontrolling interests | (353) | (837) | |
Net cash provided by (used in) financing activities | (32,168) | 224,486 | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 309,182 | 82,174 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 121,722 | 59,058 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 430,904 | 141,232 | |
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets: | |||
Cash and cash equivalents | 267,982 | 106,807 | |
Restricted cash (1): | |||
Restricted cash | [1] | 127,565 | 10,198 |
Mortgage escrows | [1] | 35,279 | 24,227 |
Cash included in assets held for sale | [1] | 78 | |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | 39,514 | 108,617 | |
Cash paid for reorganization items | 51,488 | ||
CBL & Associates Limited Partnership | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | (80,722) | (256,511) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 142,090 | 162,042 | |
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts | 1,771 | 7,228 | |
Net amortization of intangible lease assets and liabilities | 573 | (719) | |
Gain on sales of real estate assets | (8,492) | (2,708) | |
Gain on insurance proceeds | (1,644) | ||
Gain on deconsolidation | (55,131) | ||
Write-off of development projects | 391 | 400 | |
Share-based compensation expense | 1,077 | 5,090 | |
Loss on impairment | 120,342 | 146,964 | |
Gain on extinguishment of debt | (15,407) | ||
Equity in losses of unconsolidated affiliates | 9,575 | 12,450 | |
Distributions of earnings from unconsolidated affiliates | 14,482 | 6,130 | |
Change in estimate of uncollectable revenues | 8,362 | 55,369 | |
Change in deferred tax accounts | 15,596 | ||
Changes in: | |||
Tenant and other receivables | 21,127 | (83,805) | |
Other assets | (1,577) | (8,259) | |
Accounts payable and accrued liabilities | 28,303 | 16,972 | |
Net cash provided by operating activities | 202,171 | 59,188 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate assets | (22,108) | (47,838) | |
Proceeds from sales of real estate assets | 21,014 | 3,593 | |
Purchases of available-for-sale securities | (553,810) | (153,193) | |
Redemptions of available-for-sale securities | 685,809 | ||
Proceeds from insurance | 904 | 988 | |
Payments received on mortgage and other notes receivable | 641 | 898 | |
Additional investments in and advances to unconsolidated affiliates | 272 | (11,170) | |
Distributions in excess of equity in earnings of unconsolidated affiliates | 10,662 | 6,250 | |
Changes in other assets | (4,204) | (1,032) | |
Net cash provided by (used in) investing activities | 139,180 | (201,504) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from mortgage and other indebtedness | 365,246 | ||
Principal payments on mortgage and other indebtedness | (31,609) | (139,829) | |
Additions to deferred financing costs | (493) | (705) | |
Proceeds from issuances of common stock | 5 | ||
Contributions from noncontrolling interests | 298 | 693 | |
Payment of tax withholdings for restricted stock awards | (11) | (87) | |
Distributions to noncontrolling interests | (353) | (837) | |
Net cash provided by (used in) financing activities | (32,168) | 224,486 | |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 309,183 | 82,170 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 121,713 | 59,054 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 430,896 | 141,224 | |
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets: | |||
Cash and cash equivalents | 267,974 | 106,799 | |
Restricted cash (1): | |||
Restricted cash | [2] | 127,565 | 10,198 |
Mortgage escrows | [2] | 35,279 | 24,227 |
Cash included in assets held for sale | [2] | 78 | |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest, net of amounts capitalized | 39,514 | $ 108,617 | |
Cash paid for reorganization items | $ 51,488 | ||
[1] | Included in intangible lease assets and other assets in the condensed consolidated balance sheets | ||
[2] | Included in intangible lease assets and other assets in the condensed consolidated balance sheets. |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Capital - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Beginning balance of redeemable noncontrolling partnership interests | $ (265) | |||||
Redeemable Noncontrolling Interests | ||||||
Cancellation of shares of restricted common stock | $ (8) | $ (18) | (1) | $ (1) | $ (14) | $ (97) |
Performance stock units | 93 | 94 | 93 | 2,420 | 379 | 390 |
Amortization of deferred compensation | 252 | 256 | 304 | 375 | 384 | 633 |
Distributions to noncontrolling interests | (343) | (11) | (11) | (94) | (731) | |
Contributions from noncontrolling interests | 298 | 25 | 668 | |||
Ending balance of redeemable noncontrolling partnership interests | (871) | |||||
Total Shareholders' Equity | ||||||
Redeemable Noncontrolling Interests | ||||||
Cancellation of shares of restricted common stock | (8) | (18) | (1) | (1) | (14) | (97) |
Performance stock units | 93 | 94 | 93 | 2,420 | 379 | 390 |
Amortization of deferred compensation | 252 | 256 | 304 | 375 | 384 | 633 |
Noncontrolling Interests | ||||||
Redeemable Noncontrolling Interests | ||||||
Distributions to noncontrolling interests | (343) | (11) | (11) | (94) | (731) | |
Contributions from noncontrolling interests | 298 | 25 | 668 | |||
CBL & Associates Limited Partnership | ||||||
Beginning balance, partners' capital | 497,363 | 506,896 | 534,578 | 653,735 | 725,374 | 862,154 |
Beginning balance of redeemable noncontrolling partnership interests | (265) | |||||
Redeemable Noncontrolling Interests | ||||||
Net income (loss) | (42,551) | (9,491) | (28,067) | (44,002) | (72,139) | (138,136) |
Other comprehensive income (loss) | 13 | (27) | 3 | 75 | (64) | 22 |
Issuances of common units | 2 | 536 | ||||
Cancellation of shares of restricted common stock | (8) | (17) | (1) | (14) | (97) | |
Performance stock units | 104 | 95 | 91 | 2,419 | 379 | 390 |
Amortization of deferred compensation | 252 | 257 | 303 | 379 | 384 | 633 |
Allocation of partners' capital | (12) | (7) | (92) | (118) | (65) | |
Distributions to noncontrolling interests | (343) | (11) | (12) | (94) | (731) | |
Contributions from noncontrolling interests | 298 | 25 | 668 | |||
Ending balance, partners' capital | 455,459 | 497,363 | 506,896 | 612,502 | 653,735 | 725,374 |
Ending balance of redeemable noncontrolling partnership interests | (871) | |||||
CBL & Associates Limited Partnership | CBL & Associates Limited Partnership Redeemable Common Units | ||||||
Beginning balance of redeemable noncontrolling partnership interests | (543) | (478) | (265) | 525 | 1,062 | 2,160 |
Redeemable Noncontrolling Interests | ||||||
Net income (loss) | (330) | (70) | (213) | (422) | (654) | (1,158) |
Allocation of partners' capital | 2 | 5 | 90 | 117 | 60 | |
Ending balance of redeemable noncontrolling partnership interests | (871) | (543) | (478) | 193 | 525 | 1,062 |
CBL & Associates Limited Partnership | Accumulated Other Comprehensive Income (Loss) | ||||||
Beginning balance, partners' capital | (6) | 21 | 18 | (42) | 22 | |
Redeemable Noncontrolling Interests | ||||||
Other comprehensive income (loss) | 13 | (27) | 3 | 75 | (64) | 22 |
Ending balance, partners' capital | 7 | (6) | 21 | 33 | (42) | 22 |
CBL & Associates Limited Partnership | Total Shareholders' Equity | ||||||
Beginning balance, partners' capital | 495,927 | 504,668 | 531,520 | 630,600 | 701,683 | 838,193 |
Redeemable Noncontrolling Interests | ||||||
Net income (loss) | (42,475) | (9,042) | (27,248) | (43,065) | (71,652) | (137,929) |
Other comprehensive income (loss) | 13 | (27) | 3 | 75 | (64) | 22 |
Issuances of common units | 2 | 536 | ||||
Cancellation of shares of restricted common stock | (8) | (17) | (1) | (14) | (97) | |
Performance stock units | 104 | 95 | 91 | 2,419 | 379 | 390 |
Amortization of deferred compensation | 252 | 257 | 303 | 379 | 384 | 633 |
Allocation of partners' capital | (12) | (7) | (92) | (118) | (65) | |
Ending balance, partners' capital | 453,801 | 495,927 | 504,668 | 590,316 | 630,600 | 701,683 |
CBL & Associates Limited Partnership | Noncontrolling Interests | ||||||
Beginning balance, partners' capital | 1,436 | 2,228 | 3,058 | 23,135 | 23,691 | 23,961 |
Redeemable Noncontrolling Interests | ||||||
Net income (loss) | (76) | (449) | (819) | (937) | (487) | (207) |
Distributions to noncontrolling interests | (343) | (11) | (12) | (94) | (731) | |
Contributions from noncontrolling interests | 298 | 25 | 668 | |||
Ending balance, partners' capital | 1,658 | 1,436 | 2,228 | 22,186 | 23,135 | 23,691 |
CBL & Associates Limited Partnership | General Partner | ||||||
Beginning balance, partners' capital | (697) | (609) | (339) | 658 | 1,372 | 2,765 |
Redeemable Noncontrolling Interests | ||||||
Net income (loss) | (434) | (92) | (277) | (437) | (728) | (1,406) |
Performance stock units | 8 | 1 | 4 | 24 | 4 | 4 |
Amortization of deferred compensation | 2 | 3 | 3 | 8 | 11 | 18 |
Allocation of partners' capital | (1) | (1) | (1) | |||
Adjustment to record redeemable interests at redemption value | (8) | |||||
Ending balance, partners' capital | (1,121) | (697) | (609) | 252 | 658 | 1,372 |
CBL & Associates Limited Partnership | Limited Partner | ||||||
Beginning balance, partners' capital | (68,582) | (59,956) | (33,371) | 64,772 | 135,077 | 270,216 |
Redeemable Noncontrolling Interests | ||||||
Net income (loss) | (42,041) | (8,950) | (26,971) | (42,628) | (70,924) | (136,523) |
Issuances of common units | 2 | 536 | ||||
Cancellation of shares of restricted common stock | (8) | (17) | (1) | (14) | (97) | |
Performance stock units | 96 | 94 | 87 | 2,395 | 375 | 386 |
Amortization of deferred compensation | 250 | 254 | 300 | 371 | 373 | 615 |
Allocation of partners' capital | (12) | (7) | (91) | (117) | (64) | |
Adjustment to record redeemable interests at redemption value | 8 | |||||
Ending balance, partners' capital | (110,297) | (68,582) | (59,956) | 24,819 | 64,772 | 135,077 |
CBL & Associates Limited Partnership | Preferred Units | ||||||
Beginning balance, partners' capital | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 |
Beginning balance, partners' capital units (shares) | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 |
Redeemable Noncontrolling Interests | ||||||
Ending balance, partners' capital | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 |
Ending balance, partners' capital units (shares) | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 |
CBL & Associates Limited Partnership | Common Units | ||||||
Beginning balance, partners' capital units (shares) | 201,563,000 | 201,577,000 | 201,688,000 | 201,691,000 | 201,706,000 | 200,189,000 |
Redeemable Noncontrolling Interests | ||||||
Issuance of common units (shares) | 6,000 | 1,633,000 | ||||
Cancellation of restricted common units (shares) | (8,000) | (14,000) | (111,000) | (1,000) | (21,000) | (116,000) |
Ending balance, partners' capital units (shares) | 201,555,000 | 201,563,000 | 201,577,000 | 201,690,000 | 201,691,000 | 201,706,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 – Organization and Basis of Presentation Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. 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, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its properties are located in 24 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 September 30, 2021, the Operating Partnership owned interests in the following properties: All Other Properties Malls (1) Associated Centers Community Centers Office Buildings and Other Total Consolidated Properties (2) 49 20 1 4 74 Unconsolidated Properties (3) 12 3 5 4 24 Total 61 23 6 8 98 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) CBL's two corporate office buildings are included within the Office Buildings and Other category. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. The Malls and All Other Properties ("Associated Centers, Community Centers, Office Buildings and Other") are collectively referred to as the “Properties” and individually as a “Property.” CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. As of September 30, 2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 97.1% limited partner interest for a combined interest held by CBL of 98.1%. As of the Effective Date, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 98.9% limited partner interest for a combined interest held by the Company of 99.9%. Historically, the noncontrolling interest in the Operating Partnership has been held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. At September 30, 2021, CBL’s Predecessor no longer owned any limited partner interest and third parties owned a 1.9% limited partner interest in the Operating Partnership. CBL's Predecessor owned 20.0 million shares of CBL’s common stock at September 30, 2021, for a total effective interest of 10.0% 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. Bankruptcy Accounting The condensed consolidated financial statements included herein have been prepared as if the Company were a going concern and in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 852 – Reorganizations Note 2 for additional details regarding the bankruptcy. As a result, the Company has segregated prepetition unsecured or under secured liabilities and obligations whose treatment and satisfaction were dependent on the outcome of the Chapter 11 proceedings and have classified these items as “Liabilities subject to compromise” on the Company’s condensed consolidated balance sheets. In addition, the Company has classified all expenses that were incurred as a result of the Chapter 11 proceedings since filing as “Reorganization items” in the Company’s condensed consolidated statements of operations. In addition to expenses, reorganization items can include realized gains or losses. COVID-19 The COVID-19 pandemic has had, and likely will continue to have, repercussions across local, national and global economies and financial markets. COVID-19 has impacted all states where the Company’s tenants operate their businesses or where the Company’s properties are located and measures taken to prevent or remediate COVID-19, including “shelter-in place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on its business and the businesses of its tenants. The full extent of the adverse impact on, among other things, the Company’s results of operations, liquidity (including its ability to access capital markets), the possibility of future impairments of long-lived assets or its investments in unconsolidated joint ventures, its compliance with debt covenants, its ability to renew and re-lease its leased space, the outlook for the retail environment, potential bankruptcies or other store closings and its ability to develop, acquire, dispose or lease properties, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted. While the majority of the most restrictive mandates have been lifted, state and local governments and other authorities are in varying stages of lifting or modifying some of the measures used to mitigate or control the spread of the virus. Even though vaccines are widely available, the COVID-19 pandemic could worsen at any time, which could cause new or more restrictive measures to be implemented to prevent the spread of the virus. In fact, certain markets have implemented new restrictions as a result of break-through cases and the increased spread of variants of COVID-19, including the Delta variant. Tenants and customers have gradually adapted to current conditions with services such as curbside pickup and increased consumer risk-tolerance, but there is no guarantee that retail will return to levels seen prior to the pandemic. The Company has experienced, and expects to continue to experience, a material adverse impact on its revenues, results of operations, and cash flows throughout 2021. Further, there is a risk that both the Company and its tenants could experience future adverse impacts in complying with governmental COVID-19 vaccine mandates applicable to their respective workforces. The situation is unpredictable and additional impacts to the business may arise that the Company is not aware of currently. |
Chapter 11 Cases and Ability to
Chapter 11 Cases and Ability to Continue as a Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Chapter Eleven Cases And Ability To Continue As Going Concern [Abstract] | |
Chapter 11 Cases and Ability to Continue as a Going Concern | Note 2 - Chapter 11 Cases and Ability to Continue as a Going Concern Voluntary Reorganization under Chapter 11 On August 18, 2020, the Company entered into a Restructuring Support Agreement, (the “Original RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) representing in excess of 62%, including joining noteholders pursuant to joinder agreements, of the aggregate principal amount of the $450,000 of senior unsecured notes issued by the Operating Partnership in November 2013 that bear interest at 5.25% and mature on December 1, 2023 (the “2023 Notes”), the $300,000 of senior unsecured notes issued by the Operating Partnership in October 2014 that bear interest at 4.60% and mature on October 15, 2024 (the “2024 Notes”) and the $625,000 of senior unsecured notes issued by the Operating Partnership in December 2016 and September 2017 that bear interest at 5.95% and mature on December 15, 2026 (the “2026 Notes” and, collectively with the 2023 Notes and 2024 Notes, the "Notes"). On October 28, 2020, the Operating Partnership was notified by the administrative agent and lenders that they elected to exercise their rights pursuant to the terms of the secured credit facility to (i) require that rents payable by tenants at the properties that are collateral to the secured credit facility be paid directly to the administrative agent and (ii) exercise all voting rights and other ownership rights in respect of all the equity interests in the subsidiaries of the Operating Partnership that are guarantors of the secured credit facility. Beginning on November 1, 2020 (the “Commencement Date”), CBL and the Operating Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) In re CBL & Associates Properties, Inc., et al. , Case No. 20-35226 In connection with the Chapter 11 Cases, on August 11, 2021, the Bankruptcy Court entered an order, Docket No.1397 (Confirmation Order), confirming the Debtors’ Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) ( as modified at Docket No. 1521, the “Plan”). On November 1, 2021 (the “Effective Date”), the conditions to effectiveness of the Plan were satisfied and the Debtors emerged from the Chapter 11 Cases . The Company filed a notice of the Effective Date of the Plan with the Bankruptcy Court on November 1, 2021. Although the Company is no longer a debtor-in-possession, the Company was a debtor-in-possession through the three and nine months ended September 30, 2021. As such, the Company’s bankruptcy proceedings and related matters are discussed below. The filing of the Chapter 11 Cases constituted an event of default that resulted in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. On November 2, 2020, the Company filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default. On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other pending claims during the adversary proceeding, which was stayed pending the confirmation of the Plan. The filing of the Chapter 11 Cases constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in acceleration of the outstanding principal and other sums due. See Note 8 and Note 9 for further discussion. Following the Commencement Date, the Bankruptcy Court entered certain interim and final orders facilitating the Debtors’ operational transition into Chapter 11. These orders authorized the Debtors to, among other things, pay certain prepetition employee expenses and benefits, use their existing cash management system, maintain and administer customer programs, pay certain critical service providers, honor insurance-related obligations, and pay certain prepetition taxes and related fees on a final basis. On the Effective Date, in exchange for their approximately $1,375,000 in principal amount of senior unsecured notes and $133,000 in principal amount of the secured credit facility, Consenting Noteholders, other noteholders, and certain holders of unsecured claims against the Company received, in the aggregate, $95,000 in cash, $455,000 of new senior secured notes, $100,000 of new convertible secured notes, based upon the election by certain Consenting Noteholders, and 89% in common equity of the newly reorganized company (subject to dilution, as set forth in the Plan). Certain Consenting Noteholders also provided $50,000 of new money in exchange for additional new convertible secured notes. Pursuant to the Plan the remaining lenders of the senior secured credit facility, holding $983,700 in principal amount, received $100,000 in cash and a new $883,700 secured term loan. Existing common and preferred shareholders each received 5.5% of common equity in the newly reorganized company. On the Effective Date, the Company had an aggregate 20,000,000 shares of new common stock issued and outstanding. On the Effective Date, the Company reserved an additional (i) approximately 9,000,000 shares of new common stock for issuance upon the potential exercise of the new convertible notes and (ii) 3,222,222 shares of new common stock for issuance under an equity incentive plan. On the Effective Date, all prior equity interests of the Company issued and outstanding immediately prior to the Effective Date, including (1) the REIT’s common stock, par value $0.01 per share and the REIT’s preferred stock and related depositary shares and (2) the Operating Partnership’s limited partnership common interests and the limited partnership preferred interests related to the REIT’s preferred stock, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect. Exit Credit Agreement On the Effective Date, CBL & Associates HoldCo I, LLC (“HoldCo I”), a wholly owned subsidiary of the Operating Partnership, entered into an amended and restated credit agreement (the “Exit Credit Agreement”), providing for an $883,700 senior secured term loan that matures November 1, 2025. Upon satisfaction of certain conditions, the maturity date will automatically extend to November 1, 2026 and upon further satisfaction of certain conditions the maturity date will automatically extend to November 1, 2027. Borrowings under the senior secured term loan may be LIBOR loans or base rate loans (each as defined in the Exit Credit Agreement). Borrowings that are LIBOR loans bear interest at a rate per annum equal to LIBOR (as defined in the Exit Credit Agreement) for the applicable interest period plus 275 basis points, subject to a LIBOR floor of 1.0%. Borrowings that are base rate Loans bear interest at a rate per annum equal to the base rate (as defined in the Exit Credit Agreement) plus 175 basis points. The Exit Credit Agreement requires HoldCo I to comply with certain financial ratios in the aggregate for the collateral properties, including a covenant that it not permit the (i) interest coverage ratio (as defined in the Exit Credit Agreement) commencing with the fiscal quarter ending December 31, 2021, to be less than 1.50 to 1.00, (ii) minimum debt yield ratio (as defined in the Exit Credit Agreement) commencing with the fiscal quarter ending March 31, 2023 as of the last day of any fiscal quarter ending prior to the maturity date, to be less than eleven and a half percent (11.50%) and (iii) the occupancy rate (as defined in the Exit Credit Agreement) commencing with the fiscal quarter ending March 31, 2023, as of the last day of any fiscal quarter ending prior to the maturity date, to be less than seventy five percent (75%). The Exit Credit Agreement is secured by first-priority liens on substantially all the personal and real property assets of HoldCo I and its direct and indirect subsidiaries, including without limitation, HoldCo I’s and the subsidiary guarantors’ ownership interests in the capital stock, membership interests or partnership interests in the subsidiary guarantors. Secured Notes Indenture On the Effective Date, CBL & Associates HoldCo II, LLC (“HoldCo II”), a wholly owned subsidiary of the Operating Partnership, entered into a secured notes indenture relating to the issuance of 10% senior secured notes due 2029 (the “Secured Notes”) in an aggregate principal amount of $455,000. The Secured Notes mature November 15, 2029 and bear interest at a rate of 10% per annum, payable semi-annually on November 15 and May 15, beginning May 15, 2022. The Secured Notes are secured by first priority perfected liens on certain personal and real property assets owned as of the Effective Date by HoldCo II and certain secured notes subsidiary guarantors and certain assets of HoldCo II and each secured notes subsidiary guarantor acquired after the Effective Date. Upon the occurrence of certain permitted asset sales or dispositions and certain collateral release trigger events, HoldCo II is required to make an offer to the holders of the Secured Notes to repurchase the Secured Notes (in the case of such asset sales) or redeem the Secured Notes (in the case of such trigger events) in an aggregate principal amount equal to a certain specified portion of the proceeds of such sale, financing transaction or other disposition. Additionally, HoldCo II may redeem the Secured Notes at its option, subject to satisfaction of customary conditions thereof, including payment of accrued and unpaid interest through the date of such optional redemption and any applicable premium. HoldCo II redeemed $60,000 aggregate principal amount of the Secured Notes pursuant to an optional redemption on November 8, 2021, which left an outstanding balance of $395,000. The secured notes indenture contains customary affirmative covenants, including covenants regarding the maintenance of insurance and reporting requirements, and negative covenants, including covenants limiting the ability of Holdco II and certain of its subsidiaries to, among other things, incur debt, grant liens, enter into transactions with affiliates and sell or dispose of assets. Exchangeable Notes Indenture On the Effective Date, HoldCo II entered into a secured exchangeable notes indenture relating to the issuance of 7.0% exchangeable senior secured notes due 2028 (the “Exchangeable Notes”) in an aggregate principal amount of $150,000. The Exchangeable Notes mature November 15, 2028 and bear interest at a rate of 7.0% per annum, payable semi-annually on November 15 and May 15, beginning May 15, 2022. The Exchangeable Notes are secured by first priority perfected liens on certain personal and real property assets owned as of the Effective Date by Holdco II and certain of its subsidiaries and certain assets of HoldCo II and each of its subsidiaries acquired after the Effective Date. Upon the occurrence of certain permitted asset sales or dispositions and certain collateral release trigger events, HoldCo II is required to make an offer to the holders of the Exchangeable Notes to repurchase the Exchangeable Notes in an aggregate principal amount equal to a certain specified portion of the proceeds of such sale, financing transaction or other disposition. Additionally, on or after August 15, 2028, HoldCo II may elect to redeem the Exchangeable Notes, subject to satisfaction of customary conditions thereof, including payment of accrued and unpaid interest through the date of such optional redemption. Subject to certain conditions, the Exchangeable Notes may be exchanged upon a holder’s request for (at HoldCo II ’s option) cash, c ommon s tock or a combination thereof at any time from the Effective Date until the close of business on the second scheduled trading day immediately preceding the m aturity d ate. The applicable rate of exchange shall be calculated, and is subject to customary anti-dilution adjustments, in accordance with the terms of the Exchangeable Notes Indenture. In addition, HoldCo II may elect at its option to exchange all or any portion of the “exchange amount” in respect of the Exchangeable Notes for (at HoldCo II’s option) cash, common stock or a combination thereof in the event that the daily volume-weighted average price per share of the common stock is at least 160% of the exchange price then in effect on at least 20 of the 30 trading days immediately preceding the date HoldCo II gives notice of its intent to exercise such election, including the trading day immediately preceding the date such notice is given. The “exchange amount” shall include the present value of future interest payments to maturity on the Exchangeable Notes up to a maximum of 36-months. The exchangeable notes indenture also contains a customary “make-whole fundamental change” grid providing for the increase in the exchange rate for exchanges of Exchangeable Notes in connection with a “make-whole fundamental change,” and a customary right of holders to put their Exchange Notes to HoldCo II at par upon a “fundamental change,” in each case as defined and subject to the provisions of the exchangeable notes indenture. The exchangeable notes indenture contains customary affirmative covenants, including covenants regarding the maintenance of insurance and reporting requirements, and negative covenants, including covenants limiting the ability of HoldCo II and certain of its subsidiaries to, among other things, incur debt, grant liens, enter into transactions with affiliates and sell or dispose of assets. As of the first date on which no Secured Notes remain outstanding and the debt yield based on Consolidated Modified Cash NOI (as defined in the exchangeable notes indenture) on a trailing four quarter basis attributable to certain specified properties exceeds 15%, certain exchangeable notes subsidiary guarantors will be released from their note guarantee obligations, certain collateral (other than certain specified properties) will be released from applicable liens, and certain covenants relating to limitations on indebtedness and asset sales, among other things, will be substantially modified in accordance with the exchangeable notes indenture. 2021 Equity Incentive Plan Following the Effective Date, the board of directors of the Company adopted the CBL & Associates Properties, Inc. 2021 Equity Incentive Plan (the “EIP”). The EIP authorizes the grant of equity awards to eligible participants based on the new common stock, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards. Awards under the EIP may be granted to officers, employees, directors, consultants and independent contractors of the reorganized company. Initially, 3,222,222 shares of new common stock are available under the EIP. The initial new common stock under the EIP is subject to an annual increase of a number of shares equal to 3% of the number of shares of new common stock issued and outstanding at the end of the relevant calendar year (beginning January 2023), or such lesser amount as the board of directors may determine. The Plan will be administered by the compensation committee of the board of directors, which will determine the participants who will be granted awards under the EIP and the terms and conditions of EIP awards. Liquidity and Going Concern Considerations In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, as well as the status of the Chapter 11 Cases. The filing of the Chapter 11 Cases by the Debtors constituted an event of default that results in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in acceleration of the outstanding principal and other sums due. See Note 8 and Note 9 for further discussion. As a result of the Company’s financial condition and the near-term maturities of substantial indebtedness, substantial doubt existed as of September 30, 2021 that the Company would be able to continue as a going concern. On August 11, 2021, the Bankruptcy Court entered an order confirming the Plan which became effective after the close of business on November 1, 2021. The Successor, defined below, will have approximately $1,315,000 of property-level debt and related obligations maturing or callable within the next 12 months of the Effective Date, which represents approximately 25-35% of projected annual operating cash flows of the Successor. The Successor intends to refinance and/or extend the maturity date of such mortgage notes payable, however, in the instances where a refinancing and/or extension of maturity dates is unsuccessful the Successor would convey such property to the lender to satisfy its debt obligation. The Company has prepared its financial statements in conformity with accounting principles generally accepted in the United States of America applicable to a going concern. The financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. Delisting of Common Stock and Depositary Shares On November 2, 2020, the NYSE announced that (i) it had suspended trading in the Company’s stock and (ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10th fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10th fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company appealed this decision in accordance with NYSE rules. In the meantime, effective November 3, 2020, the Company’s common stock and the depositary shares representing fractional interests in its Series D Preferred Stock and Series E Preferred Stock began trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the symbols CBLAQ, CBLDQ and CBLEQ, respectively. On November 2, 2021, the newly issued common stock of the reorganized company commenced trading on the NYSE under the symbol CBL. Fresh-Start Reporting Upon emergence from bankruptcy on the Effective Date, the Company expects to qualify for fresh-start reporting. In order to qualify for fresh-start reporting (i) the holders of existing voting shares of the Company prior to its emergence must receive less than 50% of the voting shares of the Company outstanding following its emergence from bankruptcy and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan must be less than the post-petition liabilities and allowed claims. Under the principles of fresh-start reporting, a new reporting entity (the “Successor”) will be considered to have been created, and, as a result, the Successor will allocate the reorganization value of the Successor to its individual assets based on their estimated fair values. The process of estimating the fair value of the Successor’s assets, liabilities and equity upon emergence is currently ongoing and, therefore, such amounts have not yet been finalized. Reorganization Items Any expenses, gains and losses that are realized or incurred as of or subsequent to November 1, 2020, the Commencement Date, and as a direct result of the Chapter 11 Cases, are recorded in the line item “Reorganization items” in the Company’s condensed consolidated statements of operations. For the three months ended September 30, 2021, the $12,008 of reorganization items consists of $11,051 in professional fees, $441 in compensation associated with reorganization efforts and $516 of U.S. Trustee fees. For the nine months ended September 30, 2021, the $52,014 of reorganization items consists of $48,760 in professional fees, $1,513 in compensation associated with reorganization efforts and $1,741 of U.S. Trustee fees. Liabilities Subject to Compromise As of September 30, 2021 and December 31, 2020, the Company reclassified $2,551,686 and $2,551,490, respectively, to the line item “Liabilities subject to compromise” in the Company’s condensed consolidated balance sheets. These liabilities are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less. As of September 30, 2021, the liabilities subject to compromise consisted of $1,375,000 related to the senior unsecured notes, $675,926 related to the secured line of credit, $438,750 related to the secured term loan, $57,644 in unpaid accrued interest as of the Commencement Date and $4,366 of prepetition unsecured or under secured liabilities. As of December 31, 2020, the liabilities subject to compromise consisted of $1,375,000 related to the senior unsecured notes, $675,926 related to the secured line of credit, $438,750 related to the secured term loan, $57,644 in unpaid accrued interest as of the Commencement Date and $4,170 of prepetition unsecured or under secured liabilities. The contractual interest expense on the senior unsecured notes and secured credit facility is in excess of recorded interest expense by $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively. This excess contractual interest expense is not included as interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 because the Company discontinued accruing interest on the senior unsecured notes and the secured credit facility subsequent to the Commencement Date in accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims. The Company has not made any interest payments on its senior unsecured notes or its secured credit facility since the Chapter 11 Cases commenced on November 1, 2020. Condensed combined financial statement information of the Debtors is as follows: Condensed Combined Financial Statements – Debtors (Debtors-In-Possession) Condensed Combined Balance Sheets September 30, 2021 December 31, 2020 ASSETS: Investment in real estate assets $ 3,917,871 $ 4,056,257 Accumulated depreciation (1,576,277 ) (1,544,800 ) 2,341,594 2,511,457 Held for sale 6,239 — Developments in progress 14,450 27,853 Net investment in real estate assets 2,362,283 2,539,310 Available-for-sale securities - at fair value (amortized cost of $99,991 and $233,053 as of September 30, 2021 and December 31, 2020, respectively) 99,998 233,071 Cash and cash equivalents 255,280 46,346 Restricted cash 118,800 29,834 Intercompany due from non-debtor entities 76,499 76,095 Intangible lease assets and other assets 129,250 140,241 Total assets $ 3,042,110 $ 3,064,897 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY: Other liabilities $ 109,415 $ 102,910 Intercompany due to non-debtor entities 6,205 5,062 Total liabilities not subject to compromise 115,620 107,972 Liabilities subject to compromise 2,551,686 2,551,490 Shareholders' equity and noncontrolling interests of the Debtors 374,804 405,435 Total liabilities and equity $ 3,042,110 $ 3,064,897 Condensed Combined Statements of Operations Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total revenues $ 99,795 $ 277,877 Depreciation and amortization (33,046 ) (101,175 ) Loss on impairment (25,169 ) (82,351 ) Expenses (45,720 ) (132,152 ) Interest and other income 1,258 4,507 Interest expense (unrecognized contractual interest expense was $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively) (25 ) (1,062 ) Reorganization items (12,017 ) (52,014 ) Gain on sales of real estate assets 8,684 8,492 Income tax benefit (provision) 1,234 (222 ) Net loss $ (5,006 ) $ (78,100 ) Condensed Combined Statements of Cash Flows CASH FLOWS FROM OPERATING ACTIVITIES: Nine Months Ended September 30, 2021 Net loss $ (78,100 ) Adjustments to reconcile net loss to net cash provided by operating activities: Loss on impairment 82,351 Other assets and liabilities, net 113,974 Net cash provided by operating activities 118,225 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available-for-sale securities (553,810 ) Redemptions of available-for-sale securities 685,809 Changes in other assets 207 Net cash provided by investing activities 132,206 CASH FLOWS FROM FINANCING ACTIVITIES: Net distributions from non-Debtor subsidiaries 47,480 Other financing activities 67 Net cash provided by financing activities 47,547 NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 297,978 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 76,180 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 374,158 Reconciliation from condensed combined statement of cash flows to condensed combined balance sheet: Cash and cash equivalents $ 255,280 Restricted cash 118,800 Cash included in assets held for sale 78 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 374,158 SUPPLEMENTAL INFORMATION Cash paid for reorganization items $ 51,488 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Accounting Guidance Not Yet Adopted Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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 estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation. The duration of the COVID-19 pandemic and its impact on the Company’s tenants’ ability to pay rents has caused uncertainty in the Company’s ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, management’s collection assessment also 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. For the three months ended September 30, 2021 there was a reversal of $6,593 related to uncollectable revenues, which includes $2,635 related to straight line rent receivables. For the three months ended September 30, 2020, revenues were reduced by $13,771 associated with uncollectable revenues, which includes the write-off of $2,581 for straight line rent receivables. For the nine months ended September 30, 2021 and 2020, revenues were reduced by $8,362 and $54,463, respectively, associated with uncollectable revenues, which includes the write-off of $1,666 and $5,137, respectively, for straight line rent receivables. Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or changes in circumstances indicate that the carrying value of any of its long-lived assets or investment in unconsolidated affiliates may not be recoverable. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of the Company’s properties for a period of time during 2020, as well as the cessation of the operations of certain of its tenants, which has resulted and will likely continue to result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of market and economic conditions resulting from the COVID-19 pandemic. As of September 30 , 2021 , the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans , policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the three months ended September 30 , 2021 , the Company recorded impairment charges of $ 63,160 related to two mall s, a redeveloped anchor parcel, an associated center and a parcel of land . For the nine months ended September 30, 2021, the Company recorded impairment charges of $ 120,342 related to malls , a redeveloped anchor parcel, an associated center and a parcel of land . For the nine months ended September 30, 2020, the Company recorded impairment charges of $ related to three malls . The Company did no t record impairment during the three months ended September 30, 2020 . As of September 30, 2021, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary. No impairments of investments in unconsolidated affiliates were recorded in the three and nine-month periods ended September 30, 2021 and 2020. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 4 – Revenues Revenues The following table presents the Company's revenues disaggregated by revenue source: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Rental revenues $ 145,539 $ 124,081 $ 405,030 $ 405,476 Revenues from contracts with customers (ASC 606): Operating expense reimbursements (1) 2,076 2,360 5,906 6,852 Management, development and leasing fees (2) 1,780 2,104 4,888 5,251 Marketing revenues (3) 530 495 1,351 1,589 4,386 4,959 12,145 13,692 Other revenues 450 857 2,945 2,514 Total revenues (4) $ 150,375 $ 129,897 $ 420,120 $ 421,682 (1) Includes $2,033 in the Malls segment and $43 in the All Other segment for the three months ended September 30, 2021, and includes $2,217 in the Malls segment and $143 in the All Other segment for the three months ended September 30, 2020. $5,684 in the Malls segment and $222 in the All Other segment for the nine months ended September 30, 2021, and includes $6,562 in the Malls segment and $290 in the All Other segment for the nine months ended September 30, 2020. ( 2 ) Included in All Other segment. ( 3 ) Marketing revenues solely relate to the Malls segment for all periods presented. ( 4 ) Sales taxes are excluded from revenues. See Note 10 for information on the Company's segments. Revenues from Contracts with Customers Outstanding Performance Obligations The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of September 30, 2021, the Company expects to recognize these amounts as revenue over the following periods: Performance obligation Less than 5 years 5-20 years Over 20 years Total Fixed operating expense reimbursements $ 23,326 $ 45,135 $ 43,038 $ 111,499 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 | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 5 – Leases The components of rental revenues are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fixed lease payments $ 101,819 $ 99,255 $ 242,589 $ 335,799 Variable lease payments 43,720 24,826 162,441 69,677 Total rental revenues $ 145,539 $ 124,081 $ 405,030 $ 405,476 The undiscounted future fixed lease payments to be received under the Company's operating leases as of September 30, 2021, are as follows: Years Ending December 31, Operating Leases 2021 (1) $ 96,179 2022 347,568 2023 294,590 2024 237,254 2025 183,046 2026 133,553 Thereafter 295,878 Total undiscounted lease payments $ 1,588,068 (1) Reflects rental payments for the fiscal period October 1, 2021 to December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 – Fair Value Measurements The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure 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. Fair Value Measurements on a Recurring Basis The carrying values of cash and cash equivalents, receivables, accounts payable (including those included in liabilities subject to compromise) and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $941,801 and $1,091,745 at September 30, 2021 and December 31, 2020, respectively. The estimated fair value of the senior unsecured notes, the secured line of credit and the secured term loan included in liabilities subject to compromise was $2,042,994 and $1,606,959 at September 30, 2021 and December 31, 2020, respectively. The fair value 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. During the three and nine months ended September 30, 2021, the Company has continued to reinvest in U.S. Treasury securities using the cash that was drawn on the secured line of credit to preserve liquidity at the beginning of the COVID-19 pandemic. The Company designated the U.S. Treasury securities purchased as available-for-sale (“AFS”). The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the nine months ended September 30, 2021: AFS Security Amortized Cost (1) Allowance for credit losses (2) Total unrealized gain Fair value as of September 30, 2021 U.S. Treasury securities $ 99,991 $ — $ 7 $ 99,998 (1) The U.S. Treasury securities have maturities through October 2021 . ( 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 nine months ended September 30, 2021. Subsequent to September 30, 2021, the Company reinvested proceeds from matured U.S. Treasury securities into additional U.S. Treasury securities. See Note 15 for more information. During March 2020, the Company purchased U.S. Treasury securities that were scheduled to mature between April 2021 and June 2021. The Company designated these securities as AFS. The fair value of these securities was calculated based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. Treasury securities is an actively traded market given the high level of daily trading volume. In December 2020, the Company purchased additional U.S Treasury securities. The U.S. Treasury securities purchased in December 2020 matured between January 2021 and March 2021, and the Company subsequently reinvested in additional U.S. Treasury securities. The Company also designated these as AFS. The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the year ended December 31, 2020: AFS Security Amortized Cost Allowance for credit losses (1) Total unrealized gain Fair value as of December 31, 2020 U.S. Treasury securities $ 233,053 $ — $ 18 $ 233,071 (1) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the year ended December 31, 2020. 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. See below for a description of the estimates and assumptions the Company used in its impairment analysis. See Note 3 for additional information describing the Company's impairment review process. Long-lived Assets Measured at Fair Value in 20 2 1 The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2021: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2021: Long-lived assets $ 99,390 $ — $ — $ 99,390 $ 120,342 During the nine months ended September 30, 2021, the Company recognized impairments of real estate of $120,342 related to five malls, a redeveloped anchor parcel, an associated center and one outparcel. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Eastland Mall (1) Bloomington, IL Malls $ 13,243 $ 10,700 March Old Hickory Mall (2) Jackson, TN Malls 20,149 12,400 March Stroud Mall (3) Stroudsburg, PA Malls 23,790 15,400 July The Landing at Arbor Place - Outparcel (4) Douglasville, GA All Other 1,682 590 September Laurel Park Place (5) Livonia, MI Malls 14,267 9,800 September Parkdale Mall and Crossing (6) Beaumont, TX Malls/All Other 47,211 50,500 $ 120,342 $ 99,390 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $10,700. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Eastland Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 15.0%. (2) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $12,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Old Hickory Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 13.0% and a discount rate of 14.0%. (3) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $15,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Stroud Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 11.75% and a discount rate of 12.5%. (4) In July 2021, the Company sold an outparcel at The Landing at Arbor Place. Sales proceeds amounted to $590, which resulted in a loss on sale. (5) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $9,800. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 11.5% and a discount rate of 13.0%. (6) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall, a redeveloped anchor parcel and an associated center adjacent to the mall to their aggregate estimated fair value of $50,500. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for the mall and associated center (excluding the redeveloped anchor parcel) based on Management’s assessment that there was an increased likelihood that the loan secured by the mall and associated center may not be successfully restructured or refinanced. Management determined the fair value of Parkdale Mall, Parkdale Crossing and Parkdale Anchor using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a weighted-average capitalization rate of 12.3% and a weighted-average discount rate of 14.2%. During the nine months ended September 30, 2021, the Company adjusted the combined negative equity in Asheville Mall and Park Plaza to zero upon deconsolidation, which represents the estimated fair values of the Company’s investments in these properties. See Note 8 Long-lived Assets Measured at Fair Value in 2020 The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2020: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2020: Long-lived assets $ 166,900 $ — $ — $ 166,900 $ 146,964 During the nine months ended September 30, 2020, the Company recognized impairments of real estate of $146,964 related to three malls and one vacant land parcel. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Burnsville Center (1) Burnsville, MN Malls $ 26,562 $ 47,300 March Monroeville Mall (2) Pittsburgh, PA Malls 107,082 67,000 June Asheville Mall (3) Asheville, NC Malls 13,274 52,600 July Vacant land Pittsburgh, PA Malls 46 — $ 146,964 $ 166,900 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $47,300. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Burnsville Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.5%. ( 2 ) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $67,000. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Monroeville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 14.5%. (3) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $52,600. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Asheville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.25% and a discount rate of 14.0%. |
Dispositions and Held for Sale
Dispositions and Held for Sale | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Dispositions and Held for Sale | Note 7 – Dispositions 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 loss for all periods presented, as applicable. 2021 Dispositions The Company realized a gain of $8,684 primarily related to the sale of two anchors and three outparcels during the three months ended September 30, 2021. The Company realized a gain of $8,492 primarily related to the sale of three anchors and three outparcels during the nine months ended September 30, 2021. 2020 Dispositions The Company realized a gain of $2,708 related to the sale of three Held for Sale 2021 Held for Sale Analysis In the third quarter of 2021, the Company determined that the Residences at Pearland Town Center met the criteria to be classified as a held for sale (“HFS”). The sale closed on October 1, 2021 and generated gross proceeds of $8,750. The sale did not qualify as discontinued operations. See Note 15 for more information. |
Unconsolidated Affiliates and N
Unconsolidated Affiliates and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Unconsolidated Affiliates and Noncontrolling Interests | Note 8 – Unconsolidated Affiliates and Noncontrolling Interests Unconsolidated Affiliates Although the Company had majority ownership of certain joint ventures during 2021 and 2020, 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 September 30, 2021, the Company had investments in 31 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to 100%. Of these entities, 17 are owned in 50/50 joint ventures. 2021 Activity - Unconsolidated Affiliates Ambassador Infrastructure, LLC The Company reached an agreement with the lender to modify the loan secured by Ambassador Infrastructure. The agreement provides an additional four-year March 2025 Asheville Mall CMBS, LLC and Park Plaza Mall CMBS, LLC During the nine months ended September 30, 2021, the Company deconsolidated Asheville Mall and Park Plaza as a result of the Company losing control of these properties when each was placed in receivership as part of the foreclosure process. The Company evaluated the loss of control of each property and determined that it was no longer the primary beneficiary of the respective wholly owned subsidiaries that own these properties. As a result, the Company adjusted the combined negative equity in the two entities to zero, which represents the estimated fair value of the Company’s investments in these properties, and recognized a gain on deconsolidation of $55,131. In October 2021, the foreclosure of Park Plaza was completed. Continental 425 Fund LLC In July 2021, Continental 425 Fund LLC reached an agreement with the lender to amend to the construction loan secured by Springs at Port Orange, which extends the term of the note to December 31, 2021, increases the principal amount of the loan to $44,400, or $19,314 at the Company’s share, and provides an interest rate of LIBOR plus 2.0%. Continental 425 Fund LLC distributed $4,349 to the Company for its share of the net proceeds from the increase in the principal amount of the loan. Port Orange I, LLC In March 2021, the Company reached an agreement with the lender to modify the loan secured by The Pavilion at Port Orange. The agreement provides an additional four-year one-year February 2026 Shoppes at Eagle Point, LLC Subsequent to September 30, 2021, the loan secured by The Shoppes at Eagle Point was extended for one year with a new maturity date of October 2022 Note 15 . West Melbourne I, LLC In March 2021, the Company reached agreements with the lender to modify the loans secured by Hammock Landing Phases I & II. Each agreement provides an additional four-year one-year February 2026 Impact of Chapter 11 Proceedings As described in Note 2 , the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s unconsolidated affiliates, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. The unconsolidated affiliates entered forbearance and waiver agreements with many of the lenders, which waived defaults due to bankruptcy upon the Plan becoming effective. The Company remains in negotiations with lenders regarding loan extensions and loan defaults of the unconsolidated affiliates where a forbearance and/or waiver agreement have not been reached, and those loans have an aggregate outstanding balance of $622,959 at September 30, 2021. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows: September 30, 2021 December 31, 2020 ASSETS: Investment in real estate assets $ 2,463,912 $ 2,346,124 Accumulated depreciation (925,138 ) (862,435 ) 1,538,774 1,483,689 Developments in progress 10,375 28,138 Net investment in real estate assets 1,549,149 1,511,827 Other assets 193,924 174,966 Total assets $ 1,743,073 $ 1,686,793 LIABILITIES: Mortgage and other indebtedness, net $ 1,575,873 $ 1,439,454 Other liabilities 86,467 45,280 Total liabilities 1,662,340 1,484,734 OWNERS' EQUITY: The Company 103,214 132,350 Other investors (22,481 ) 69,709 Total owners' equity 80,733 202,059 Total liabilities and owners’ equity $ 1,743,073 $ 1,686,793 Three Months Ended September 30, 2021 2020 Total revenues $ 65,482 $ 46,953 Net loss (1) $ (3,206 ) $ (10,671 ) Nine Months Ended September 30, 2021 2020 Total revenues $ 181,985 $ 154,128 Net loss (1) $ (16,225 ) $ (12,139 ) (1) The Company's pro rata share of net loss is $(2,224) and $(7,389) for the three months ended September 30, 2021 and 2020, respectively; and, $(9,575) and $(12,450) for the nine months ended September 30, 2021 and 2020, respectively. Variable Interest Entities The Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors. Consolidated VIEs As of September 30, 2021, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50% to 92%. Unconsolidated VIEs The table below lists the Company's unconsolidated VIEs as of September 30, 2021: Unconsolidated VIEs: Investment in Real Estate Joint Ventures and Partnerships Maximum Risk of Loss Ambassador Infrastructure, LLC (1) $ — $ 8,250 Asheville Mall CMBS, LLC — — Atlanta Outlet JV, LLC (1) 23,437 27,941 CBL-T/C, LLC 60,283 60,283 CBL-TRS Joint Venture, LLC 18,619 18,619 Continental 425 Fund LLC 98 98 EastGate Storage, LLC (1) 463 3,693 El Paso Outlet Center Holding, LLC 7,888 7,888 Fremaux Town Center JV, LLC 5,747 5,747 Hamilton Place Self Storage (1) 892 4,393 Louisville Outlet Shoppes, LLC (1) (11,364 ) 8,512 Mall of South Carolina L.P. (17,338 ) — Mall of South Carolina Outparcel L.P. (2,695 ) — Park Plaza Mall CMBS, LLC — — Parkdale Self Storage, LLC (1) 500 7,000 PHG-CBL Lexington, LLC 35 35 Self Storage at Mid Rivers, LLC (1) 515 3,486 Shoppes at Eagle Point, LLC (1) 18,195 30,935 Vision - CBL Hamilton Place, LLC 3,750 3,750 $ 109,025 $ 190,630 (1) The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 |
Mortgage and Other Indebtedness
Mortgage and Other Indebtedness, Net | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness, Net | Note 9 – Mortgage and Other Indebtedness, Net Pre-Emergence Debt of the Company CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all the Company's debt. CBL is a limited guarantor of the senior unsecured notes (the "Notes"), as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured credit facility and secured term loan as of September 30, 2021. Pre-Emergence Debt of the Operating Partnership Mortgage and other indebtedness, net, consisted of the following: September 30, 2021 December 31, 2020 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating Properties $ 955,175 5.07 % $ 1,120,203 5.12 % Total fixed-rate debt 955,175 5.07 % 1,120,203 5.12 % Variable-rate debt: Recourse loans on operating Properties 67,111 3.19 % 68,061 4.69 % Total variable-rate debt 67,111 3.19 % 68,061 4.69 % Total fixed-rate and variable-rate debt 1,022,286 4.95 % 1,188,264 5.10 % Unamortized deferred financing costs (2) (3,202 ) (3,433 ) Total mortgage and other indebtedness, net $ 1,019,084 $ 1,184,831 Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following: September 30, 2021 December 31, 2020 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Senior unsecured notes due 2023 (3) $ 450,000 5.25 % $ 450,000 5.25 % Senior unsecured notes due 2024 (3) 300,000 4.60 % 300,000 4.60 % Senior unsecured notes due 2026 (3) 625,000 5.95 % 625,000 5.95 % Total fixed-rate debt 1,375,000 5.43 % 1,375,000 5.43 % Variable-rate debt: Secured line of credit (4) 675,926 9.50 % 675,926 9.50 % Secured term loan (4) 438,750 9.50 % 438,750 9.50 % Total variable-rate debt 1,114,676 9.50 % 1,114,676 9.50 % Total fixed-rate and variable-rate debt 2,489,676 7.25 % 2,489,676 7.25 % Unpaid accrued interest (5) 57,644 57,644 Prepetition unsecured or under secured liabilities 4,366 4,170 Total liabilities subject to compromise $ 2,551,686 $ 2,551,490 (1 ) Weighted-average interest rate excludes amortization of deferred financing costs. ( 2 ) Unamortized deferred financing costs of $2,310 for certain property-level, non-recourse mortgage loans may be required to be written off in the event a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. ( 3 ) In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. On the Effective Date, the senior unsecured notes were cancelled by operation of the Plan. See Note 2 for more information. ( 4 ) The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at September 30, 2021 and December 31, 2020 was 9.50% Note 2 ( 5 ) As of September 30, 2021 and December 31, 2020, represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases. Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $2,100,084 at September 30, 2021. Pre-Emergence Senior Secured Credit Facility As of September 30, 2021, the Company had a $1,185,000 senior secured credit facility, which included a revolving line of credit drawn to its maximum borrowing capacity of $675,926 and a term loan with an outstanding balance of $438,750. As further described in Note 2 and in Pre-Emergence Financial Covenants and Restrictions . In March 2020, the Company drew $280,000 on its secured credit facility to increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of the COVID-19 pandemic. Pre-Emergence Financial Covenants and Restrictions As of September 30, 2021, the secured credit facility was secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional four malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provided that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. See Liquidity and Going Concern Considerations Voluntary Reorganization under Chapter 11 Note 2 for information on the Debtors emergence from the Chapter 11 Cases and the transactions associated with the Plan. Pre-Emergence Financial Covenants and Restrictions The agreements for the Notes and senior secured credit facility contained default provisions customary for transactions of this nature (with applicable customary grace periods). Any default in the payment of any recourse indebtedness of the Operating Partnership greater than or equal to $50,000 would constitute an event of default under the Notes and the senior secured credit facility. Additionally, the secured credit facility contained a provision that any default on a payment of non-recourse indebtedness in excess of $150,000 was also a default of the senior secured credit facility. The filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in acceleration of the outstanding principal and other sums due . Certain of the Company’s properties that are pledged as collateral on non-recourse mortgage loans and the secured credit facility are subject to cash management agreements with the lenders, which restrict the cash balances associated with those properties to only be used for debt service, capital items and operating expense obligations. See Liquidity and Going Concern Considerations Voluntary Reorganization under Chapter 11 Note 2 for information on the Debtors emergence from the Chapter 11 Cases and the transactions associated with the Plan. Loans in Default As of September 30, 2021, two non-recourse loans that are each secured by one of the Company’s malls were in default. The default of the two non-recourse loans occurred prior to the filing of the Chapter 11 Cases. As of September 2021, the lenders under each of these loans accelerated the outstanding amounts due and payable on the loans. The foreclosure process has not yet commenced for EastGate Mall. The Company is in discussions with the lender regarding a restructure of the loan secured by Greenbrier Mall. Management has previously impaired the mall that secures each loan due to a shortened expected hold period resulting from management’s assessment that there is an increased likelihood that the loan secured by each mall may not be successfully restructured or refinanced. The non-recourse loans that are in default at September 30, 2021 are as follows: Property Location Interest Rate Scheduled Maturity Date Loan Amount Greenbrier Mall Chesapeake, VA 5.41% Dec-19 $ 61,647 EastGate Mall Cincinnati, OH 5.83% Apr-21 30,117 As described in Note 2 , the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. The Company entered forbearance and waiver agreements with many of the lenders, which waived defaults due to bankruptcy upon the Plan becoming effective. The Company remains in negotiations with lenders regarding loan extensions and loan defaults where a forbearance and/or waiver agreement have not been reached, and those loans have an aggregate outstanding balance of $727,603 at September 30, 2021. On May 26, 2021, the subsidiary that owns The Outlet Shoppes at Laredo filed for bankruptcy. In September 2021, the Company reached an agreement with the lender to amend the loan secured by The Outlet Shoppes at Laredo and dismiss the bankruptcy case . The loan term was extended through June 2023 and contains a one-year extension option. In conjunction with the deconsolidation of Asheville Mall and Park Plaza, the Company deconsolidated the loan securing each property, which represented $138,926 of previously consolidated debt. See Note 8 for additional information. Pre-Emergence Scheduled Principal Payments As of September 30, 2021, 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, including the secured line of credit, are as follows: 2021 (1) $ 41,365 2022 409,394 2023 1,566,756 2024 343,177 2025 37,960 2026 763,626 Total (2) 3,162,278 Principal balance of loans with maturity date prior to September 30, 2021 (3) 349,684 Total mortgage and other indebtedness, net $ 3,511,962 (1) Reflects scheduled principal amortization and balloon payments for the fiscal period October 1, 2021 through December 31, 2021. (2) Includes $2,489,676 of liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021, and as the expected maturity date was subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates were reflected in this table. See Note 2 ( 3 ) Represents the aggregate principal balance as of September 30, 2021 of the loans secured by Alamance Crossing, EastGate Mall, Fayette Mall, Hamilton Crossing, Greenbrier Mall and Parkdale Mall & Crossing, which are in default. The Company is in discussions with the lender regarding the loans secured by these properties. The loan secured by Greenbrier Mall matured in December 2019 March 2021 April 2021 April 2021 May 2021 July 2021 Of the $41,365 of scheduled principal payments for the remainder of 2021, $27,461 relates to the maturing principal balance of one operating Property loan, which was placed into bankruptcy subsequent to September 30, 2021. See Note 15 The Company’s mortgage and other indebtedness had a weighted-average maturity of 2.3 years as of September 30, 2021 and 3.0 years as of December 31, 2020. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10 – Segment Information The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. Information on the Company’s segments is presented as follows: Three Months Ended September 30, 2021 Malls All Other (1) Total Revenues (2) $ 131,870 $ 18,505 $ 150,375 Property operating expenses (3) (40,466 ) (6,791 ) (47,257 ) Interest expense (18,698 ) (341 ) (19,039 ) Gain on sales of real estate assets 4,836 3,848 8,684 Other expense — (104 ) (104 ) Segment profit $ 77,542 $ 15,117 92,659 Depreciation and amortization (46,479 ) General and administrative expense (13,502 ) Litigation settlement 89 Interest and other income 510 Reorganization items (12,008 ) Loss on impairment (63,160 ) Income tax benefit 1,234 Equity in losses of unconsolidated affiliates (2,224 ) Net loss $ (42,881 ) Capital expenditures (4) $ 11,853 $ 380 $ 12,233 Three Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 115,661 $ 14,236 $ 129,897 Property operating expenses (3) (43,628 ) (2,408 ) (46,036 ) Interest expense (18,845 ) (42,292 ) (61,137 ) Loss on sales of real estate assets — (55 ) (55 ) Segment profit (loss) $ 53,188 $ (30,519 ) 22,669 Depreciation and amortization (53,477 ) General and administrative expense (25,497 ) Litigation settlement 2,480 Interest and other income 1,975 Gain on extinguishment of debt 15,407 Loss on impairment (46 ) Income tax provision (546 ) Equity in losses of unconsolidated affiliates (7,389 ) Net loss $ (44,424 ) Capital expenditures (4) $ 2,524 $ 1,262 $ 3,786 Nine Months Ended September 30, 2021 Malls All Other (1) Total Revenues (2) $ 377,478 $ 42,642 $ 420,120 Property operating expenses (3) (130,364 ) (9,544 ) (139,908 ) Interest expense (63,441 ) (2,027 ) (65,468 ) Gain on sales of real estate assets 4,836 3,656 8,492 Other expense (65 ) (326 ) (391 ) Segment profit $ 188,444 $ 34,401 222,845 Depreciation and amortization (142,090 ) General and administrative expense (37,383 ) Litigation settlement 890 Interest and other income 2,038 Reorganization items (52,014 ) Loss on impairment (120,342 ) Gain on deconsolidation 55,131 Income tax provision (222 ) Equity in losses of unconsolidated affiliates (9,575 ) Net loss $ (80,722 ) Capital expenditures (4) $ 24,056 $ 2,996 $ 27,052 Nine Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 381,013 $ 40,669 $ 421,682 Property operating expenses (3) (134,111 ) (8,075 ) (142,186 ) Interest expense (55,952 ) (104,808 ) (160,760 ) Other expense — (400 ) (400 ) Gain (loss) on sales of real estate assets (25 ) 2,733 2,708 Segment profit (loss) $ 190,925 $ (69,881 ) 121,044 Depreciation and amortization (162,042 ) General and administrative expense (62,060 ) Litigation settlement 2,480 Interest and other income 5,263 Gain on extingushment of debt 15,407 Loss on impairment (146,964 ) Income tax provision (17,189 ) Equity in losses of unconsolidated affiliates (12,450 ) Net loss $ (256,511 ) Capital expenditures (4) $ 30,334 $ 4,915 $ 35,249 Total assets Malls All Other (1) Total September 30, 2021 $ 3,350,405 $ 877,742 $ 4,228,147 December 31, 2020 $ 3,702,523 $ 741,217 $ 4,443,740 (1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company. (2) Management, development and leasing fees are included in the All Other category. See Note 4 (3) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (4) 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 and Earnings
Earnings per Share and Earnings per Unit | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share and Earnings per Unit | Note 11 – Earnings per Share and Earnings per Unit Earnings per Share of the Company Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and there were no anti-dilutive shares for the three- and nine- month periods ended September 30, 2021 and 2020. Earnings per Unit of the Operating Partnership Basic earnings per unit (“EPU”) is computed using the two-class method. The two-class method is required when either (i) participating securities or (ii) multiple classes of common stock exists. The Operating Partnership’s special common units, and common units issued upon the conversion or redemption of special common units, meet the definition of participating securities as these units have the contractual right and obligation to share in the Operating Partnership’s net income (loss) and distributions. Under this approach net income (loss) attributable to common unitholders is reduced by the amount of distributions made (declared) to all common unitholders and by the amount of distributions that are required to be made (declared and undeclared) to special common unitholders. Distributed and undistributed earnings is subsequently divided by the weighted-average number of common and special common units outstanding for the period to compute basic EPU for each unit. Undistributed losses are allocated 100 percent to common units, other than common units issued upon the conversion or redemption of special common units. The special common units, and common units issued upon the conversion or redemption of special common units, only participate in undistributed losses in the event of a liquidation. Diluted EPU is computed by considering either the two-class method or the if-converted method, whichever results in more dilution. The if-converted method assumes the issuance of common units for all potential dilutive special common units outstanding. Due to the loss position (negative earnings) of the Operating Partnership for the three and nine months ended September 30, 2021 and 2020 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive. The calculation of diluted EPU through the if-converted method would reduce the loss per share (as a result of an increased number of shares in the denominator) for the common units. Therefore, in a loss position diluted EPU is equal to basic EPU. There were no potential dilutive common units and there were no anti-dilutive units other than the special common units, and common units issued upon the conversion or redemption of special common units, outstanding for the three- and nine- month periods ended September 30, 2021 and 2020. The following table presents basic and diluted EPU for common and special common units for the three and nine months ended September 30, 2021 and 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common unitholders $ (42,805 ) $ (54,710 ) $ (79,378 ) $ (288,549 ) Distributions to common unitholders - declared only — — — — Distributions to special common unitholders - declared and undeclared Common units issued on conversion of SCUs — — — — S-SCUs — (1,143 ) — (3,429 ) L-SCUs — — — (433 ) K-SCUs — (844 ) — (2,531 ) Total undistributed loss available to common and special common unitholders $ (42,805 ) $ (56,697 ) $ (79,378 ) $ (294,942 ) Distributed earnings: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — 1,143 — 3,429 L-SCUs — — — 433 K-SCUs — 844 — 2,531 Common units — — — — Undistributed loss: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — — — — L-SCUs — — — — K-SCUs — — — — Common units (42,805 ) (56,697 ) (79,378 ) (294,942 ) Weighted average: Common units issued on conversion of SCUs 936 1,696 936 1,697 S-SCUs 1,561 1,561 1,561 1,561 L-SCUs 565 572 570 572 K-SCUs 869 1,134 869 1,136 Common units 197,627 196,728 197,651 196,585 Basic EPU: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — 0.73 — 2.20 L-SCUs — — — 0.76 K-SCUs — 0.74 — 2.23 Common units (0.22 ) (0.29 ) (0.40 ) (1.50 ) Total basic EPU $ (0.21 ) $ (0.27 ) $ (0.39 ) $ (1.43 ) Diluted EPU: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — 0.73 — 2.20 L-SCUs — — — 0.76 K-SCUs — 0.74 — 2.23 Common units (0.22 ) (0.29 ) (0.40 ) (1.50 ) Total diluted EPU $ (0.21 ) $ (0.27 ) $ (0.39 ) $ (1.43 ) For additional information regarding the participation rights and minimum distributions relating to the common and special common units, see Note 10. Shareholders’ Equity and Partners’ Capital and Note 11. Redeemable Interests and Noncontrolling Interests of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Pursuant to the terms of the Series L special common units of limited partnership interest, the Series L special common units began receiving distributions equal to those on the common units beginning on June 1, 2020. The undeclared distributions on the preferred units and special common units ceased to cumulate as of the Commencement Date as a result of the Chapter 11 Cases. Common Unit Activity In September 2021, the Company issued 1,193,978 shares of common stock to a holder of 622,278 common units and 571,700 special common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holders’ contractual exchange rights. This transaction resulted in the remaining Series L special common units being redeemed. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | Note 12 – Contingencies Securities Litigation The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS, and a consolidated amended complaint was filed on November 5, 2019, seeking to represent a class of purchasers from July 29, 2014 through March 26, 2019. The operative complaint filed in the Securities Class Action Litigation alleges violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The defendants moved to dismiss all claims on December 20, 2019, and that motion remains pending. On November 2, 2021, the defendants filed a proposed supplemental motion to dismiss brief, arguing that the Company should be dismissed as a defendant in the case because the Plan and related confirmation order discharge any claims against the Company and enjoin the plaintiffs from taking any further action against the Company. The proposed supplemental motion to dismiss brief also argued that the operative complaint fails to state a viable claim against any individual defendant. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020. Certain of the Company’s current and former directors and officers were named as defendants in nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS (the “Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al., 1:19-cv-01665-LPS (the “Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al., 1:19-cv-01800 (the “Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS (the "Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “Kurup Derivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al., 1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “Kemmer Derivative Action”); and on April 14, 2020, a shareholder filed a putative derivative complaint captioned Hebig v. Lebovitz, et al., 1:19-cv-00149-JRG-CHS, in the United States District Court for the Eastern District of Tennessee (the “Hebig Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The actions pending in Delaware Chancery Court have been consolidated into one case, and likewise, the actions pending in Delaware federal court have been consolidated into one case. The Tennessee actions have not been consolidated, but have been stayed. The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020, and the Court in the various Delaware actions entered an order staying these matters in light of the Suggestion of Bankruptcy, as did the Court in the Tennessee actions. Pursuant to the Plan, all of the derivative claims have now been released by the Company and its bankruptcy estate. The Company intends to seek dismissal of the Derivative Litigation based upon those releases. All stays resulting from the Suggestion of Bankruptcy expired on November 1, 2021 when the Plan became effective. The Company's insurance carriers have been placed on notice of these matters. The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company. Environmental Contingencies The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 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 September 30, 2021 and December 31, 2020: As of September 30, 2021 Obligation recorded to reflect guaranty Unconsolidated Affiliate Company's Ownership Interest Outstanding Balance Percentage Guaranteed by the Operating Partnership Maximum Guaranteed Amount Debt Maturity Date (1) September 30, 2021 December 31, 2020 West Melbourne I, LLC - Phase I 50% $ 39,326 50% $ 19,663 Feb-2025 (2) $ 197 $ 201 West Melbourne I, LLC - Phase II 50% 14,034 50% 7,017 Feb-2025 (2) 70 72 Port Orange I, LLC 50% 51,998 50% 25,999 Feb-2025 (2) 260 266 Ambassador Infrastructure, LLC 65% 8,250 100% 8,250 Mar-2025 83 94 Shoppes at Eagle Point, LLC 50% 34,135 35% (3) 12,740 Oct-2021 127 127 EastGate Storage, LLC 50% 6,460 50% (4) 3,230 Dec-2022 32 33 Self Storage at Mid Rivers, LLC 50% 5,941 50% (4) 2,971 Apr-2023 30 30 Parkdale Self Storage, LLC 50% 6,462 100% (5) 6,500 Jul-2024 65 65 Hamilton Place Self Storage, LLC 54% 6,863 50% (4) 3,501 Sep-2024 35 35 Atlanta Outlet JV, LLC 50% 4,504 100% 4,504 Nov-2023 — — Louisville Outlet Shoppes, LLC 50% 8,512 100% 8,512 Oct-2021 — — Total guaranty liability $ 899 $ 923 (1) Excludes any extension options. (2) These loans have a one-year ( 3 ) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions. Subsequent to September 30, 2021, the joint venture exercised the one-year Note 15 . ( 4 ) Subject to the bankruptcy default being waived, the guaranty may be reduced to 25% once certain debt and operational metrics are met. ( 5 ) The guaranty was increased to 100% as a result of the Chapter 11 Cases filed by the Company. As described in Note 2 , the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. As of September 30, 2021, there is a default under each of the following guaranteed loans as a result of the filing of the Chapter 11 Cases: EastGate Storage, LLC; Self Storage at Mid Rivers, LLC; Parkdale Self Storage, LLC; Hamilton Place Self Storage, LLC and Atlanta Outlet JV, LLC. As of the Effective Date, the default related to each loan was waived. The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third-party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $10,000. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not record a credit loss related to this guaranty for the three and nine months ended September 30, 2021 and September 30, 2020. For the three and nine months ended September 30, 2021 and September 30, 2020, the Company evaluated each guaranty, listed in the table above, individually by evaluating the debt service ratio, cash flow forecasts, the performance of each loan and, where applicable, the collateral value in relation to the outstanding amount of the loan. The result of the analysis was that each loan is current, performing and, where applicable, the collateral value was greater than the outstanding amount of the loan. The Company did not record a credit loss related to the guarantees listed in the table above for the three and nine months ended September 30, 2021 and September 30, 2020. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | Note 13 – Share-Based Compensation As of September 30, 2021, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (the “2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan. The compensation committee of the board of directors administers the 2012 Plan. As of the Effective Date and pursuant to the Plan, all nonvested restricted stock was deemed vested and the 2012 Plan was terminated. See Note 2 for more information regarding the EIP. Pre-Emergence Restricted Stock Awards Share-based compensation expense related to the restricted stock awards was $241 and $375 for the three months ended September 30, 2021 and 2020, respectively; and $784 and $1,880 for the nine months ended September 30, 2021 and 2020, respectively. A summary of the status of the Company’s nonvested restricted stock awards as of September 30, 2021, and changes during the nine months ended September 30, 2021, is presented below: Shares Weighted- Average Grant-Date Fair Value Nonvested at January 1, 2021 1,519,606 $ 2.15 Granted — $ — Vested (480,463 ) $ 3.11 Forfeited (23,581 ) $ 2.73 Nonvested at September 30, 2021 1,015,562 $ 1.69 As of September 30, 2021, there was $1,083 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 1.7 years. Pre-Emergence Long-Term Incentive Program A summary of the Company’s long-term incentive program (“LTIP”) is disclosed in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2021 for awards made to named executive officers under the LTIP, is included in the information presented in the table above. Pre-Emergence Performance Stock Units There were no performance stock units (“PSUs”) granted in 2021. The 1,103,537 outstanding PSUs at September 30, 2021 were granted in the first quarter of 2019. Of that amount, 566,862 PSUs are classified as a liability due to the potential cash component, which is described in the summary of the Company’s LTIP program set forth in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020. None of the PSUs outstanding at September 30, 2021 were vested. As of the Effective Date and pursuant to the Plan, all outstanding PSUs were deemed cancelled. Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs was $94 and $2,410 for the three months ended September 30, 2021 and 2020, respectively; and $283 and $2,828 for the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation costs related to the PSUs was $264 as of September 30, 2021, which is expected to be recognized over a weighted-average period of 1.5 years. |
Noncash Investing and Financing
Noncash Investing and Financing Activities | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | Note 14 – Noncash Investing and Financing Activities The Company’s noncash investing and financing activities were as follows: Nine Months Ended September 30, 2021 2020 Additions to real estate assets accrued but not yet paid $ 11,527 $ 6,183 Deconsolidation upon loss of control (1) Decrease in real estate assets (84,860 ) — Decrease in mortgage and other indebtedness 134,354 — Decrease in operating assets and liabilities 5,808 — Decrease in intangible lease and other assets (171 ) — Transfer of real estate assets in settlement of mortgage debt obligations: Decrease in real estate assets — (11,834 ) Decrease in mortgage and other indebtedness — 25,956 Decrease in operating assets and liabilities — 1,371 Decrease in intangible lease and other assets — (86 ) Conversion of Operating Partnership units to common stock — 21,065 ( 1 ) See Note 8 for additional information. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events In October 2021, Brookfield Square Anchor S, LLC (the “Brookfield Debtor”) filed for bankruptcy. For avoidance of doubt, the Plan and the disclosures related thereto in this quarterly report do not apply with respect to the Brookfield Debtor, which remains a debtor-in-possession and was not subject to the Plan. In October 2021, the Company completed the sale of the Residences at Pearland Town Center for $8,750. In October 2021, the foreclosure of Park Plaza was completed. In October 2021, the loan secured by The Shoppes at Eagle Point was extended for one year with a new maturity date of October 2022 On November 1, 2021, the conditions to effectiveness of the Plan were satisfied and the Debtors emerged from the Chapter 11 Cases . See Note 2 for more information. In November 2021, HoldCo II redeemed $60,000 aggregate principal amount of the Secured Notes pursuant to an optional redemption, which left an outstanding balance of $395,000. On November 2, 2021, the newly issued common stock of the Company commenced trading on the NYSE under the symbol CBL. See Note 2 for more information. In November 2021, the Company used funds from its matured U.S. Treasury securities to purchase $149,997 in U.S. Treasury securities with maturities through November 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Accounting Guidance Not Yet Adopted | Accounting Guidance Not Yet Adopted Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
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 estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation. The duration of the COVID-19 pandemic and its impact on the Company’s tenants’ ability to pay rents has caused uncertainty in the Company’s ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, management’s collection assessment also 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. For the three months ended September 30, 2021 there was a reversal of $6,593 related to uncollectable revenues, which includes $2,635 related to straight line rent receivables. For the three months ended September 30, 2020, revenues were reduced by $13,771 associated with uncollectable revenues, which includes the write-off of $2,581 for straight line rent receivables. For the nine months ended September 30, 2021 and 2020, revenues were reduced by $8,362 and $54,463, respectively, associated with uncollectable revenues, which includes the write-off of $1,666 and $5,137, respectively, for straight line rent receivables. |
Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates | Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or changes in circumstances indicate that the carrying value of any of its long-lived assets or investment in unconsolidated affiliates may not be recoverable. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of the Company’s properties for a period of time during 2020, as well as the cessation of the operations of certain of its tenants, which has resulted and will likely continue to result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of market and economic conditions resulting from the COVID-19 pandemic. As of September 30 , 2021 , the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans , policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the three months ended September 30 , 2021 , the Company recorded impairment charges of $ 63,160 related to two mall s, a redeveloped anchor parcel, an associated center and a parcel of land . For the nine months ended September 30, 2021, the Company recorded impairment charges of $ 120,342 related to malls , a redeveloped anchor parcel, an associated center and a parcel of land . For the nine months ended September 30, 2020, the Company recorded impairment charges of $ related to three malls . The Company did no t record impairment during the three months ended September 30, 2020 . As of September 30, 2021, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary. No impairments of investments in unconsolidated affiliates were recorded in the three and nine-month periods ended September 30, 2021 and 2020. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Properties Owned by Operating Partnership | As of September 30, 2021, the Operating Partnership owned interests in the following properties: All Other Properties Malls (1) Associated Centers Community Centers Office Buildings and Other Total Consolidated Properties (2) 49 20 1 4 74 Unconsolidated Properties (3) 12 3 5 4 24 Total 61 23 6 8 98 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) CBL's two corporate office buildings are included within the Office Buildings and Other category. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. |
Chapter 11 Cases and Ability _2
Chapter 11 Cases and Ability to Continue as a Going Concern (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Chapter Eleven Cases And Ability To Continue As Going Concern [Abstract] | |
Summary of Condensed Combined Financial Statement Information Debtors | Condensed combined financial statement information of the Debtors is as follows: Condensed Combined Financial Statements – Debtors (Debtors-In-Possession) Condensed Combined Balance Sheets September 30, 2021 December 31, 2020 ASSETS: Investment in real estate assets $ 3,917,871 $ 4,056,257 Accumulated depreciation (1,576,277 ) (1,544,800 ) 2,341,594 2,511,457 Held for sale 6,239 — Developments in progress 14,450 27,853 Net investment in real estate assets 2,362,283 2,539,310 Available-for-sale securities - at fair value (amortized cost of $99,991 and $233,053 as of September 30, 2021 and December 31, 2020, respectively) 99,998 233,071 Cash and cash equivalents 255,280 46,346 Restricted cash 118,800 29,834 Intercompany due from non-debtor entities 76,499 76,095 Intangible lease assets and other assets 129,250 140,241 Total assets $ 3,042,110 $ 3,064,897 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY: Other liabilities $ 109,415 $ 102,910 Intercompany due to non-debtor entities 6,205 5,062 Total liabilities not subject to compromise 115,620 107,972 Liabilities subject to compromise 2,551,686 2,551,490 Shareholders' equity and noncontrolling interests of the Debtors 374,804 405,435 Total liabilities and equity $ 3,042,110 $ 3,064,897 Condensed Combined Statements of Operations Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Total revenues $ 99,795 $ 277,877 Depreciation and amortization (33,046 ) (101,175 ) Loss on impairment (25,169 ) (82,351 ) Expenses (45,720 ) (132,152 ) Interest and other income 1,258 4,507 Interest expense (unrecognized contractual interest expense was $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively) (25 ) (1,062 ) Reorganization items (12,017 ) (52,014 ) Gain on sales of real estate assets 8,684 8,492 Income tax benefit (provision) 1,234 (222 ) Net loss $ (5,006 ) $ (78,100 ) Condensed Combined Statements of Cash Flows CASH FLOWS FROM OPERATING ACTIVITIES: Nine Months Ended September 30, 2021 Net loss $ (78,100 ) Adjustments to reconcile net loss to net cash provided by operating activities: Loss on impairment 82,351 Other assets and liabilities, net 113,974 Net cash provided by operating activities 118,225 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available-for-sale securities (553,810 ) Redemptions of available-for-sale securities 685,809 Changes in other assets 207 Net cash provided by investing activities 132,206 CASH FLOWS FROM FINANCING ACTIVITIES: Net distributions from non-Debtor subsidiaries 47,480 Other financing activities 67 Net cash provided by financing activities 47,547 NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 297,978 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 76,180 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 374,158 Reconciliation from condensed combined statement of cash flows to condensed combined balance sheet: Cash and cash equivalents $ 255,280 Restricted cash 118,800 Cash included in assets held for sale 78 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 374,158 SUPPLEMENTAL INFORMATION Cash paid for reorganization items $ 51,488 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Accounting Guidance Not Yet Adopted Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by revenue source: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Rental revenues $ 145,539 $ 124,081 $ 405,030 $ 405,476 Revenues from contracts with customers (ASC 606): Operating expense reimbursements (1) 2,076 2,360 5,906 6,852 Management, development and leasing fees (2) 1,780 2,104 4,888 5,251 Marketing revenues (3) 530 495 1,351 1,589 4,386 4,959 12,145 13,692 Other revenues 450 857 2,945 2,514 Total revenues (4) $ 150,375 $ 129,897 $ 420,120 $ 421,682 (1) Includes $2,033 in the Malls segment and $43 in the All Other segment for the three months ended September 30, 2021, and includes $2,217 in the Malls segment and $143 in the All Other segment for the three months ended September 30, 2020. $5,684 in the Malls segment and $222 in the All Other segment for the nine months ended September 30, 2021, and includes $6,562 in the Malls segment and $290 in the All Other segment for the nine months ended September 30, 2020. ( 2 ) Included in All Other segment. ( 3 ) Marketing revenues solely relate to the Malls segment for all periods presented. ( 4 ) Sales taxes are excluded from revenues. |
Schedule of Expected Recognition of Remaining Performance Obligation | As of September 30, 2021, the Company expects to recognize these amounts as revenue over the following periods: Performance obligation Less than 5 years 5-20 years Over 20 years Total Fixed operating expense reimbursements $ 23,326 $ 45,135 $ 43,038 $ 111,499 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Revenue | The components of rental revenues are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fixed lease payments $ 101,819 $ 99,255 $ 242,589 $ 335,799 Variable lease payments 43,720 24,826 162,441 69,677 Total rental revenues $ 145,539 $ 124,081 $ 405,030 $ 405,476 |
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 September 30, 2021, are as follows: Years Ending December 31, Operating Leases 2021 (1) $ 96,179 2022 347,568 2023 294,590 2024 237,254 2025 183,046 2026 133,553 Thereafter 295,878 Total undiscounted lease payments $ 1,588,068 (1) Reflects rental payments for the fiscal period October 1, 2021 to December 31, 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-sale Measured at Fair Value | The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the nine months ended September 30, 2021 AFS Security Amortized Cost (1) Allowance for credit losses (2) Total unrealized gain Fair value as of September 30, 2021 U.S. Treasury securities $ 99,991 $ — $ 7 $ 99,998 (1) The U.S. Treasury securities have maturities through October 2021 . ( 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 nine months ended September 30, 2021. AFS Security Amortized Cost Allowance for credit losses (1) Total unrealized gain Fair value as of December 31, 2020 U.S. Treasury securities $ 233,053 $ — $ 18 $ 233,071 (1) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the year ended December 31, 2020. |
Schedule of Assets Measured at Fair Value on Nonrecurring Basis | The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2021: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2021: Long-lived assets $ 99,390 $ — $ — $ 99,390 $ 120,342 The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2020: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2020: Long-lived assets $ 166,900 $ — $ — $ 166,900 $ 146,964 |
Schedule of Impairment on Real Estate Properties | During the nine months ended September 30, 2021, the Company recognized impairments of real estate of $120,342 related to five malls, a redeveloped anchor parcel, an associated center and one outparcel. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Eastland Mall (1) Bloomington, IL Malls $ 13,243 $ 10,700 March Old Hickory Mall (2) Jackson, TN Malls 20,149 12,400 March Stroud Mall (3) Stroudsburg, PA Malls 23,790 15,400 July The Landing at Arbor Place - Outparcel (4) Douglasville, GA All Other 1,682 590 September Laurel Park Place (5) Livonia, MI Malls 14,267 9,800 September Parkdale Mall and Crossing (6) Beaumont, TX Malls/All Other 47,211 50,500 $ 120,342 $ 99,390 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $10,700. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Eastland Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 15.0%. (2) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $12,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Old Hickory Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 13.0% and a discount rate of 14.0%. (3) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $15,400. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Stroud Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of nine years, with a sale at the end of the holding period, a capitalization rate of 11.75% and a discount rate of 12.5%. During the nine months ended September 30, 2020, the Company recognized impairments of real estate of $146,964 related to three malls and one vacant land parcel. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Burnsville Center (1) Burnsville, MN Malls $ 26,562 $ 47,300 March Monroeville Mall (2) Pittsburgh, PA Malls 107,082 67,000 June Asheville Mall (3) Asheville, NC Malls 13,274 52,600 July Vacant land Pittsburgh, PA Malls 46 — $ 146,964 $ 166,900 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $47,300. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Burnsville Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.5%. ( 2 ) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $67,000. The mall had experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Monroeville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 14.5%. (3) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $52,600. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Asheville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.25% and a discount rate of 14.0%. |
Unconsolidated Affiliates and_2
Unconsolidated Affiliates and Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Schedule of Condensed Combined Financial Statements of Unconsolidated Affiliates | Condensed combined financial statement information of the unconsolidated affiliates is as follows: September 30, 2021 December 31, 2020 ASSETS: Investment in real estate assets $ 2,463,912 $ 2,346,124 Accumulated depreciation (925,138 ) (862,435 ) 1,538,774 1,483,689 Developments in progress 10,375 28,138 Net investment in real estate assets 1,549,149 1,511,827 Other assets 193,924 174,966 Total assets $ 1,743,073 $ 1,686,793 LIABILITIES: Mortgage and other indebtedness, net $ 1,575,873 $ 1,439,454 Other liabilities 86,467 45,280 Total liabilities 1,662,340 1,484,734 OWNERS' EQUITY: The Company 103,214 132,350 Other investors (22,481 ) 69,709 Total owners' equity 80,733 202,059 Total liabilities and owners’ equity $ 1,743,073 $ 1,686,793 Three Months Ended September 30, 2021 2020 Total revenues $ 65,482 $ 46,953 Net loss (1) $ (3,206 ) $ (10,671 ) Nine Months Ended September 30, 2021 2020 Total revenues $ 181,985 $ 154,128 Net loss (1) $ (16,225 ) $ (12,139 ) (1) The Company's pro rata share of net loss is $(2,224) and $(7,389) for the three months ended September 30, 2021 and 2020, respectively; and, $(9,575) and $(12,450) for the nine months ended September 30, 2021 and 2020, respectively. |
Schedule of Variable Interest Entities | The table below lists the Company's unconsolidated VIEs as of September 30, 2021: Unconsolidated VIEs: Investment in Real Estate Joint Ventures and Partnerships Maximum Risk of Loss Ambassador Infrastructure, LLC (1) $ — $ 8,250 Asheville Mall CMBS, LLC — — Atlanta Outlet JV, LLC (1) 23,437 27,941 CBL-T/C, LLC 60,283 60,283 CBL-TRS Joint Venture, LLC 18,619 18,619 Continental 425 Fund LLC 98 98 EastGate Storage, LLC (1) 463 3,693 El Paso Outlet Center Holding, LLC 7,888 7,888 Fremaux Town Center JV, LLC 5,747 5,747 Hamilton Place Self Storage (1) 892 4,393 Louisville Outlet Shoppes, LLC (1) (11,364 ) 8,512 Mall of South Carolina L.P. (17,338 ) — Mall of South Carolina Outparcel L.P. (2,695 ) — Park Plaza Mall CMBS, LLC — — Parkdale Self Storage, LLC (1) 500 7,000 PHG-CBL Lexington, LLC 35 35 Self Storage at Mid Rivers, LLC (1) 515 3,486 Shoppes at Eagle Point, LLC (1) 18,195 30,935 Vision - CBL Hamilton Place, LLC 3,750 3,750 $ 109,025 $ 190,630 (1) The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 |
Mortgage and Other Indebtedne_2
Mortgage and Other Indebtedness, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Pre-Emergence Net Mortgage Notes Payable | Mortgage and other indebtedness, net, consisted of the following: September 30, 2021 December 31, 2020 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating Properties $ 955,175 5.07 % $ 1,120,203 5.12 % Total fixed-rate debt 955,175 5.07 % 1,120,203 5.12 % Variable-rate debt: Recourse loans on operating Properties 67,111 3.19 % 68,061 4.69 % Total variable-rate debt 67,111 3.19 % 68,061 4.69 % Total fixed-rate and variable-rate debt 1,022,286 4.95 % 1,188,264 5.10 % Unamortized deferred financing costs (2) (3,202 ) (3,433 ) Total mortgage and other indebtedness, net $ 1,019,084 $ 1,184,831 Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following: September 30, 2021 December 31, 2020 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Senior unsecured notes due 2023 (3) $ 450,000 5.25 % $ 450,000 5.25 % Senior unsecured notes due 2024 (3) 300,000 4.60 % 300,000 4.60 % Senior unsecured notes due 2026 (3) 625,000 5.95 % 625,000 5.95 % Total fixed-rate debt 1,375,000 5.43 % 1,375,000 5.43 % Variable-rate debt: Secured line of credit (4) 675,926 9.50 % 675,926 9.50 % Secured term loan (4) 438,750 9.50 % 438,750 9.50 % Total variable-rate debt 1,114,676 9.50 % 1,114,676 9.50 % Total fixed-rate and variable-rate debt 2,489,676 7.25 % 2,489,676 7.25 % Unpaid accrued interest (5) 57,644 57,644 Prepetition unsecured or under secured liabilities 4,366 4,170 Total liabilities subject to compromise $ 2,551,686 $ 2,551,490 (1 ) Weighted-average interest rate excludes amortization of deferred financing costs. ( 2 ) Unamortized deferred financing costs of $2,310 for certain property-level, non-recourse mortgage loans may be required to be written off in the event a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. ( 3 ) In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent to the filing of the Chapter 11 Cases. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. On the Effective Date, the senior unsecured notes were cancelled by operation of the Plan. See Note 2 for more information. ( 4 ) The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at September 30, 2021 and December 31, 2020 was 9.50% Note 2 ( 5 ) As of September 30, 2021 and December 31, 2020, represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases. |
Summary of Non Recourse Loans | The non-recourse loans that are in default at September 30, 2021 are as follows: Property Location Interest Rate Scheduled Maturity Date Loan Amount Greenbrier Mall Chesapeake, VA 5.41% Dec-19 $ 61,647 EastGate Mall Cincinnati, OH 5.83% Apr-21 30,117 |
Schedule of Pre-Emergence Principal Payments | As of September 30, 2021, 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, including the secured line of credit, are as follows: 2021 (1) $ 41,365 2022 409,394 2023 1,566,756 2024 343,177 2025 37,960 2026 763,626 Total (2) 3,162,278 Principal balance of loans with maturity date prior to September 30, 2021 (3) 349,684 Total mortgage and other indebtedness, net $ 3,511,962 (1) Reflects scheduled principal amortization and balloon payments for the fiscal period October 1, 2021 through December 31, 2021. (2) Includes $2,489,676 of liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of September 30, 2021, and as the expected maturity date was subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates were reflected in this table. See Note 2 ( 3 ) Represents the aggregate principal balance as of September 30, 2021 of the loans secured by Alamance Crossing, EastGate Mall, Fayette Mall, Hamilton Crossing, Greenbrier Mall and Parkdale Mall & Crossing, which are in default. The Company is in discussions with the lender regarding the loans secured by these properties. The loan secured by Greenbrier Mall matured in December 2019 March 2021 April 2021 April 2021 May 2021 July 2021 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Information on Reportable Segments | Information on the Company’s segments is presented as follows: Three Months Ended September 30, 2021 Malls All Other (1) Total Revenues (2) $ 131,870 $ 18,505 $ 150,375 Property operating expenses (3) (40,466 ) (6,791 ) (47,257 ) Interest expense (18,698 ) (341 ) (19,039 ) Gain on sales of real estate assets 4,836 3,848 8,684 Other expense — (104 ) (104 ) Segment profit $ 77,542 $ 15,117 92,659 Depreciation and amortization (46,479 ) General and administrative expense (13,502 ) Litigation settlement 89 Interest and other income 510 Reorganization items (12,008 ) Loss on impairment (63,160 ) Income tax benefit 1,234 Equity in losses of unconsolidated affiliates (2,224 ) Net loss $ (42,881 ) Capital expenditures (4) $ 11,853 $ 380 $ 12,233 Three Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 115,661 $ 14,236 $ 129,897 Property operating expenses (3) (43,628 ) (2,408 ) (46,036 ) Interest expense (18,845 ) (42,292 ) (61,137 ) Loss on sales of real estate assets — (55 ) (55 ) Segment profit (loss) $ 53,188 $ (30,519 ) 22,669 Depreciation and amortization (53,477 ) General and administrative expense (25,497 ) Litigation settlement 2,480 Interest and other income 1,975 Gain on extinguishment of debt 15,407 Loss on impairment (46 ) Income tax provision (546 ) Equity in losses of unconsolidated affiliates (7,389 ) Net loss $ (44,424 ) Capital expenditures (4) $ 2,524 $ 1,262 $ 3,786 Nine Months Ended September 30, 2021 Malls All Other (1) Total Revenues (2) $ 377,478 $ 42,642 $ 420,120 Property operating expenses (3) (130,364 ) (9,544 ) (139,908 ) Interest expense (63,441 ) (2,027 ) (65,468 ) Gain on sales of real estate assets 4,836 3,656 8,492 Other expense (65 ) (326 ) (391 ) Segment profit $ 188,444 $ 34,401 222,845 Depreciation and amortization (142,090 ) General and administrative expense (37,383 ) Litigation settlement 890 Interest and other income 2,038 Reorganization items (52,014 ) Loss on impairment (120,342 ) Gain on deconsolidation 55,131 Income tax provision (222 ) Equity in losses of unconsolidated affiliates (9,575 ) Net loss $ (80,722 ) Capital expenditures (4) $ 24,056 $ 2,996 $ 27,052 Nine Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 381,013 $ 40,669 $ 421,682 Property operating expenses (3) (134,111 ) (8,075 ) (142,186 ) Interest expense (55,952 ) (104,808 ) (160,760 ) Other expense — (400 ) (400 ) Gain (loss) on sales of real estate assets (25 ) 2,733 2,708 Segment profit (loss) $ 190,925 $ (69,881 ) 121,044 Depreciation and amortization (162,042 ) General and administrative expense (62,060 ) Litigation settlement 2,480 Interest and other income 5,263 Gain on extingushment of debt 15,407 Loss on impairment (146,964 ) Income tax provision (17,189 ) Equity in losses of unconsolidated affiliates (12,450 ) Net loss $ (256,511 ) Capital expenditures (4) $ 30,334 $ 4,915 $ 35,249 Total assets Malls All Other (1) Total September 30, 2021 $ 3,350,405 $ 877,742 $ 4,228,147 December 31, 2020 $ 3,702,523 $ 741,217 $ 4,443,740 (1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company. (2) Management, development and leasing fees are included in the All Other category. See Note 4 (3) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (4) 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 and Earnin_2
Earnings per Share and Earnings per Unit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted EPU for Common and Special Common Units | The following table presents basic and diluted EPU for common and special common units for the three and nine months ended September 30, 2021 and 2020. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss attributable to common unitholders $ (42,805 ) $ (54,710 ) $ (79,378 ) $ (288,549 ) Distributions to common unitholders - declared only — — — — Distributions to special common unitholders - declared and undeclared Common units issued on conversion of SCUs — — — — S-SCUs — (1,143 ) — (3,429 ) L-SCUs — — — (433 ) K-SCUs — (844 ) — (2,531 ) Total undistributed loss available to common and special common unitholders $ (42,805 ) $ (56,697 ) $ (79,378 ) $ (294,942 ) Distributed earnings: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — 1,143 — 3,429 L-SCUs — — — 433 K-SCUs — 844 — 2,531 Common units — — — — Undistributed loss: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — — — — L-SCUs — — — — K-SCUs — — — — Common units (42,805 ) (56,697 ) (79,378 ) (294,942 ) Weighted average: Common units issued on conversion of SCUs 936 1,696 936 1,697 S-SCUs 1,561 1,561 1,561 1,561 L-SCUs 565 572 570 572 K-SCUs 869 1,134 869 1,136 Common units 197,627 196,728 197,651 196,585 Basic EPU: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — 0.73 — 2.20 L-SCUs — — — 0.76 K-SCUs — 0.74 — 2.23 Common units (0.22 ) (0.29 ) (0.40 ) (1.50 ) Total basic EPU $ (0.21 ) $ (0.27 ) $ (0.39 ) $ (1.43 ) Diluted EPU: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — 0.73 — 2.20 L-SCUs — — — 0.76 K-SCUs — 0.74 — 2.23 Common units (0.22 ) (0.29 ) (0.40 ) (1.50 ) Total diluted EPU $ (0.21 ) $ (0.27 ) $ (0.39 ) $ (1.43 ) |
Contingencies (Tables)
Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and December 31, 2020: As of September 30, 2021 Obligation recorded to reflect guaranty Unconsolidated Affiliate Company's Ownership Interest Outstanding Balance Percentage Guaranteed by the Operating Partnership Maximum Guaranteed Amount Debt Maturity Date (1) September 30, 2021 December 31, 2020 West Melbourne I, LLC - Phase I 50% $ 39,326 50% $ 19,663 Feb-2025 (2) $ 197 $ 201 West Melbourne I, LLC - Phase II 50% 14,034 50% 7,017 Feb-2025 (2) 70 72 Port Orange I, LLC 50% 51,998 50% 25,999 Feb-2025 (2) 260 266 Ambassador Infrastructure, LLC 65% 8,250 100% 8,250 Mar-2025 83 94 Shoppes at Eagle Point, LLC 50% 34,135 35% (3) 12,740 Oct-2021 127 127 EastGate Storage, LLC 50% 6,460 50% (4) 3,230 Dec-2022 32 33 Self Storage at Mid Rivers, LLC 50% 5,941 50% (4) 2,971 Apr-2023 30 30 Parkdale Self Storage, LLC 50% 6,462 100% (5) 6,500 Jul-2024 65 65 Hamilton Place Self Storage, LLC 54% 6,863 50% (4) 3,501 Sep-2024 35 35 Atlanta Outlet JV, LLC 50% 4,504 100% 4,504 Nov-2023 — — Louisville Outlet Shoppes, LLC 50% 8,512 100% 8,512 Oct-2021 — — Total guaranty liability $ 899 $ 923 (1) Excludes any extension options. (2) These loans have a one-year ( 3 ) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions. Subsequent to September 30, 2021, the joint venture exercised the one-year Note 15 . ( 4 ) Subject to the bankruptcy default being waived, the guaranty may be reduced to 25% once certain debt and operational metrics are met. ( 5 ) The guaranty was increased to 100% as a result of the Chapter 11 Cases filed by the Company. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation [Abstract] | |
Schedule of Company Stock Awards | A summary of the status of the Company’s nonvested restricted stock awards as of September 30, 2021, and changes during the nine months ended September 30, 2021, is presented below: Shares Weighted- Average Grant-Date Fair Value Nonvested at January 1, 2021 1,519,606 $ 2.15 Granted — $ — Vested (480,463 ) $ 3.11 Forfeited (23,581 ) $ 2.73 Nonvested at September 30, 2021 1,015,562 $ 1.69 |
Noncash Investing and Financi_2
Noncash Investing and Financing Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Noncash Investing and Financing Activities | The Company’s noncash investing and financing activities were as follows: Nine Months Ended September 30, 2021 2020 Additions to real estate assets accrued but not yet paid $ 11,527 $ 6,183 Deconsolidation upon loss of control (1) Decrease in real estate assets (84,860 ) — Decrease in mortgage and other indebtedness 134,354 — Decrease in operating assets and liabilities 5,808 — Decrease in intangible lease and other assets (171 ) — Transfer of real estate assets in settlement of mortgage debt obligations: Decrease in real estate assets — (11,834 ) Decrease in mortgage and other indebtedness — 25,956 Decrease in operating assets and liabilities — 1,371 Decrease in intangible lease and other assets — (86 ) Conversion of Operating Partnership units to common stock — 21,065 ( 1 ) See Note 8 for additional information. |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Narrative (Details) shares in Millions | Nov. 01, 2021 | Sep. 30, 2021statesubsidiaryshares |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of states in which entity operates | state | 24 | |
Number of wholly owned subsidiaries | 36 | |
Consolidated Properties | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Non-controlling limited partner interest ownership of CBL's Predecessor in the Operating Partnership (as a percent) | 1.90% | |
Common stock owned by CBL's Predecessor (shares) | shares | 20 | |
Total effective interest of CBL's Predecessor in Operating Partnership (as a percent) | 10.00% | |
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) | 100.00% | |
CBL & Associates Limited Partnership | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of wholly owned subsidiaries | 2 | |
Combined ownership by the subsidiaries in operating partnership (as a percent) | 98.10% | |
CBL & Associates Limited Partnership | 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) | 1.00% | |
Limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership (as a percent) | 97.10% | |
CBL & Associates Limited Partnership | Subsequent Event | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Combined ownership by the subsidiaries in operating partnership (as a percent) | 99.90% | |
CBL & Associates Limited Partnership | Subsequent Event | 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) | 1.00% | |
Limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership (as a percent) | 98.90% |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Properties Owned by Operating Partnership (Details) | Sep. 30, 2021mallassociated_centercommunity_centeroffice_buildingproperty |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | mall | 61 |
Associated Centers | associated_center | 23 |
Community Centers | community_center | 6 |
Office Buildings/Other | 8 |
Total Properties | property | 98 |
Consolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | mall | 49 |
Associated Centers | associated_center | 20 |
Community Centers | community_center | 1 |
Office Buildings/Other | 4 |
Total Properties | property | 74 |
Consolidated Properties | CBL & Associates Limited Partnership | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Office Buildings/Other | 2 |
Unconsolidated Properties | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Malls | mall | 12 |
Associated Centers | associated_center | 3 |
Community Centers | community_center | 5 |
Office Buildings/Other | 4 |
Total Properties | property | 24 |
Chapter 11 Cases and Ability _3
Chapter 11 Cases and Ability to Continue as a Going Concern - Narrative (Details) - USD ($) | Nov. 02, 2020 | Aug. 18, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Secured credit facility | $ 3,162,278,000 | $ 3,162,278,000 | |||
Common stock issued (shares) | 197,630,693 | 197,630,693 | 196,569,917 | ||
Common stock outstanding (shares) | 197,630,693 | 197,630,693 | 196,569,917 | ||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Short term property-level debt and related obligations | $ 1,315,000,000 | ||||
Fresh-start reporting, description | In order to qualify for fresh-start reporting (i) the holders of existing voting shares of the Company prior to its emergence must receive less than 50% of the voting shares of the Company outstanding following its emergence from bankruptcy and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan must be less than the post-petition liabilities and allowed claims. Under the principles of fresh-start reporting, a new reporting entity (the “Successor”) will be considered to have been created, and, as a result, the Successor will allocate the reorganization value of the Successor to its individual assets based on their estimated fair values. The process of estimating the fair value of the Successor’s assets, liabilities and equity upon emergence is currently ongoing and, therefore, such amounts have not yet been finalized. | ||||
Maximum percentage of voting shares to qualify for fresh-start reporting | 50.00% | ||||
Reorganization items | $ 12,008,000 | $ 52,014,000 | |||
Professional fees | 11,051,000 | 48,760,000 | |||
Compensation associated with reorganization efforts | 441,000 | 1,513,000 | |||
U.S. Trustee fees | 516,000 | 1,741,000 | |||
Liabilities subject to compromise | 2,551,686,000 | 2,551,686,000 | $ 2,551,490,000 | ||
Interest expense | 45,344,000 | $ 135,162,000 | |||
Series D Preferred Stock | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Dividend rate of preferred stock (as a percent) | 7.375% | 7.375% | 7.375% | ||
Series E Preferred Stock | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Dividend rate of preferred stock (as a percent) | 6.625% | 6.625% | 6.625% | ||
Senior Unsecured Notes | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Liabilities subject to compromise | 1,375,000,000 | $ 1,375,000,000 | $ 1,375,000,000 | ||
Secured Line of Credit | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Liabilities subject to compromise | 675,926,000 | 675,926,000 | 675,926,000 | ||
Secured Term Loan | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Liabilities subject to compromise | 438,750,000 | 438,750,000 | 438,750,000 | ||
Unpaid Accrued Interest | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Liabilities subject to compromise | 57,644,000 | 57,644,000 | 57,644,000 | ||
Prepetition Unsecured Or Under Secured Liabilities | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Liabilities subject to compromise | 4,366,000 | 4,366,000 | $ 4,170,000 | ||
Restructuring Support Agreement | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Principal amount of unsecured notes | 1,375,000,000 | 1,375,000,000 | |||
New senior secured notes | 455,000,000 | 455,000,000 | |||
Cash | 95,000,000 | 95,000,000 | |||
Convertible secured notes | $ 100,000,000 | $ 100,000,000 | |||
Percentage of issuance of new common equity to holders of unsecured notes | 89.00% | ||||
Common stock issued (shares) | 20,000,000 | 20,000,000 | |||
Common stock outstanding (shares) | 20,000,000 | 20,000,000 | |||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | |||
Restructuring Support Agreement | Management Incentive Plan | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock reserved | 3,222,222 | 3,222,222 | |||
Restructuring Support Agreement | Secured Credit Facility | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Secured credit facility | $ 133,000,000 | $ 133,000,000 | |||
Restructuring Support Agreement | Subscription Option | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Cash | 100,000,000 | 100,000,000 | |||
Convertible secured notes | 50,000,000 | $ 50,000,000 | |||
Percentage of issuance of new common equity to holders of unsecured notes | 5.50% | ||||
Restructuring Support Agreement | Subscription Option | Secured Credit Facility | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Secured credit facility | 983,700,000 | $ 983,700,000 | |||
Restructuring Support Agreement | Subscription Option | Secured Term Loan | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Secured credit facility | $ 883,700,000 | $ 883,700,000 | |||
Restructuring Support Agreement | Exchangeable Notes Indenture | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock reserved | 9,000,000 | 9,000,000 | |||
Restructuring Support Agreement | Senior Unsecured Notes | 2023 Notes | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Aggregate principal amount of senior unsecured notes | $ 450,000,000 | ||||
Interest rate percentage | 5.25% | ||||
Debt instrument, maturity date | Dec. 1, 2023 | ||||
Restructuring Support Agreement | Senior Unsecured Notes | 2024 Notes | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Aggregate principal amount of senior unsecured notes | $ 300,000,000 | ||||
Interest rate percentage | 4.60% | ||||
Debt instrument, maturity date | Oct. 15, 2024 | ||||
Restructuring Support Agreement | Senior Unsecured Notes | 2026 Notes | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Aggregate principal amount of senior unsecured notes | $ 625,000,000 | ||||
Interest rate percentage | 5.95% | ||||
Debt instrument, maturity date | Dec. 15, 2026 | ||||
Exit Credit Agreement | Senior Secured Term Loan | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Debt instrument, maturity date | Nov. 1, 2025 | ||||
Secured credit facility | $ 883,700,000 | $ 883,700,000 | |||
Debt instrument, maturity date, description | senior secured term loan that matures November 1, 2025. Upon satisfaction of certain conditions, the maturity date will automatically extend to November 1, 2026 and upon further satisfaction of certain conditions the maturity date will automatically extend to November 1, 2027. | ||||
Debt Instrument, covenant description | The Exit Credit Agreement requires HoldCo I to comply with certain financial ratios in the aggregate for the collateral properties, including a covenant that it not permit the (i) interest coverage ratio (as defined in the Exit Credit Agreement) commencing with the fiscal quarter ending December 31, 2021, to be less than 1.50 to 1.00, (ii) minimum debt yield ratio (as defined in the Exit Credit Agreement) commencing with the fiscal quarter ending March 31, 2023 as of the last day of any fiscal quarter ending prior to the maturity date, to be less than eleven and a half percent (11.50%) and (iii) the occupancy rate (as defined in the Exit Credit Agreement) commencing with the fiscal quarter ending March 31, 2023, as of the last day of any fiscal quarter ending prior to the maturity date, to be less than seventy five percent (75%). | ||||
Maximum debt yield ratio | 11.50% | ||||
Exit Credit Agreement | Senior Secured Term Loan | LIBOR | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Interest rate percentage | 1.00% | 1.00% | |||
Debt instrument basis points | 2.75% | ||||
Debt instrument, description of variable rate basis | Borrowings that are LIBOR loans bear interest at a rate per annum equal to LIBOR (as defined in the Exit Credit Agreement) for the applicable interest period plus 275 basis points, subject to a LIBOR floor of 1.0%. | ||||
Exit Credit Agreement | Senior Secured Term Loan | Base Rate | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Debt instrument basis points | 1.75% | ||||
Debt instrument, description of variable rate basis | Borrowings that are base rate Loans bear interest at a rate per annum equal to the base rate (as defined in the Exit Credit Agreement) plus 175 basis points. | ||||
Secured Notes Indenture | 10% Senior Secured Notes Due 2029 | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Interest rate percentage | 10.00% | 10.00% | |||
Debt instrument, maturity date | Nov. 15, 2029 | ||||
Secured credit facility | $ 455,000,000 | $ 455,000,000 | |||
Debt Instrument, payment terms description | payable semi-annually on November 15 and May 15, beginning May 15, 2022 | ||||
Debt instrument, frequency of periodic payment | semi-annually | ||||
Debt instrument, date of first required payment | May 15, 2022 | ||||
Debt instrument, redemption description | HoldCo II redeemed $60,000 aggregate principal amount of the Secured Notes pursuant to an optional redemption on November 8, 2021 | ||||
Redemption of aggregate principal amount | $ 60,000,000 | ||||
Debt instrument, outstanding balance after redemption | 395,000,000 | 395,000,000 | |||
Exchangeable Notes Indenture | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Aggregate principal amount of senior unsecured notes | $ 0 | $ 0 | |||
Exchangeable Notes Indenture | 7.0% Exchangeable Senior Secured Notes Due 2028 | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Interest rate percentage | 7.00% | 7.00% | |||
Debt instrument, maturity date | Nov. 15, 2028 | ||||
Secured credit facility | $ 150,000,000 | $ 150,000,000 | |||
Debt Instrument, payment terms description | payable semi-annually on November 15 and May 15, beginning May 15, 2022 | ||||
Debt instrument, frequency of periodic payment | semi-annually | ||||
Debt instrument, date of first required payment | May 15, 2022 | ||||
2021 Equity Incentive Plan | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Number for common stock available for grant | 3,222,222 | 3,222,222 | |||
Percentage of annual increase of number of shares | 3.00% | 3.00% | |||
Minimum | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Percentage of projected annual operating cash flows | 25.00% | ||||
Minimum | Restructuring Support Agreement | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Aggregate principal amount of operating partnership | 62.00% | ||||
Minimum | Exchangeable Notes Indenture | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock weighted average price percentage | 160.00% | ||||
Effect of exchangeable notes price period | 20 days | ||||
Percentage of modified cash NOI on trailing period basis | 15.00% | ||||
Maximum | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Percentage of projected annual operating cash flows | 35.00% | ||||
Maximum | Exit Credit Agreement | Senior Secured Term Loan | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Interest coverage ratio | 1.50% | ||||
Occupancy rate | 75.00% | ||||
Maximum | Exchangeable Notes Indenture | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Effect of exchangeable notes price period | 30 days | ||||
Debt instrument, period | 36 months |
Chapter 11 Cases and Ability _4
Chapter 11 Cases and Ability to Continue as a Going Concern - Summary of Condensed Combined Financial Statement Information Debtors (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
ASSETS: | |||
Investment in real estate assets | $ 3,917,871 | $ 3,917,871 | $ 4,056,257 |
Accumulated depreciation | (1,576,277) | (1,576,277) | (1,544,800) |
Investment in real estate assets, net | 2,341,594 | 2,341,594 | 2,511,457 |
Held for sale | 6,239 | 6,239 | |
Developments in progress | 14,450 | 14,450 | 27,853 |
Net investment in real estate assets | 2,362,283 | 2,362,283 | 2,539,310 |
Available-for-sale securities - at fair value (amortized cost of $99,991 and $233,053 as of September 30, 2021 and December 31, 2020, respectively) | 99,998 | 99,998 | 233,071 |
Cash and cash equivalents | 255,280 | 255,280 | 46,346 |
Restricted cash | 118,800 | 118,800 | 29,834 |
Intercompany due from non-debtor entities | 76,499 | 76,499 | 76,095 |
Intangible lease assets and other assets | 129,250 | 129,250 | 140,241 |
Total assets | 3,042,110 | 3,042,110 | 3,064,897 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY: | |||
Other liabilities | 109,415 | 109,415 | 102,910 |
Intercompany due to non-debtor entities | 6,205 | 6,205 | 5,062 |
Total liabilities not subject to compromise | 115,620 | 115,620 | 107,972 |
Liabilities subject to compromise | 2,551,686 | 2,551,686 | 2,551,490 |
Shareholders' equity and noncontrolling interests of the Debtors | 374,804 | 374,804 | 405,435 |
Total liabilities and equity | 3,042,110 | 3,042,110 | 3,064,897 |
Available-for-sale securities, amortized cost | 99,990 | 99,990 | 233,053 |
Total revenues | 99,795 | 277,877 | |
Depreciation and amortization | (33,046) | (101,175) | |
Loss on impairment | (25,169) | (82,351) | |
Expenses | (45,720) | (132,152) | |
Interest and other income | 1,258 | 4,507 | |
Interest expense (unrecognized contractual interest expense was $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively) | (25) | (1,062) | |
Reorganization items | (12,017) | (52,014) | |
Gain on sales of real estate assets | 8,684 | 8,492 | |
Income tax benefit (provision) | 1,234 | (222) | |
Net loss | (5,006) | (78,100) | |
Unrecognized contractual interest expense | 45,344 | 135,162 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | (78,100) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss on impairment | 82,351 | ||
Other assets and liabilities, net | 113,974 | ||
Net cash provided by operating activities | 118,225 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of available-for-sale securities | (553,810) | ||
Redemptions of available-for-sale securities | 685,809 | ||
Changes in other assets | 207 | ||
Net cash provided by investing activities | 132,206 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net distributions from non-Debtor subsidiaries | 47,480 | ||
Other financing activities | 67 | ||
Net cash provided by financing activities | 47,547 | ||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 297,978 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 76,180 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 374,158 | 374,158 | |
Reconciliation from condensed combined statement of cash flows to condensed combined balance sheet: | |||
Cash and cash equivalents | 255,280 | 255,280 | 46,346 |
Restricted cash | 118,800 | 118,800 | $ 29,834 |
Cash included in assets held for sale | 78 | 78 | |
SUPPLEMENTAL INFORMATION | |||
Cash paid for reorganization items | $ 51,488 | $ 51,488 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Change in estimate of uncollectable revenues | $ 8,362 | $ 55,369 | ||
Accounts Receivable | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Change in estimate of uncollectable revenues | $ 6,593 | $ 13,771 | 8,362 | 54,463 |
Straight line rent receivables | $ 2,635 | $ 2,581 | $ 1,666 | $ 5,137 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)mall | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)mall | Sep. 30, 2020USD ($)mall | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Impairment charges of real estate | $ 63,160,000 | $ 46,000 | $ 120,342,000 | $ 146,964,000 |
Number of malls with impairment | mall | 5 | 3 | ||
Impairments of investments | 0 | 0 | $ 0 | $ 0 |
Malls | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Impairment charges of real estate | $ 63,160,000 | $ 0 | $ 120,342,000 | $ 146,964,000 |
Number of malls with impairment | mall | 2 | 5 | 3 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Disaggregation Of Revenue [Line Items] | |||||
Rental revenues | $ 145,539 | $ 124,081 | $ 405,030 | $ 405,476 | |
Revenues from contracts with customers (ASC 606): | 4,386 | 4,959 | 12,145 | 13,692 | |
Total revenues | [1] | 150,375 | 129,897 | 420,120 | 421,682 |
Malls | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | [1] | 131,870 | 115,661 | 377,478 | 381,013 |
Operating expense reimbursements | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 2,076 | 2,360 | 5,906 | 6,852 | |
Operating expense reimbursements | Malls | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 2,033 | 2,217 | 5,684 | 6,562 | |
Operating expense reimbursements | All Other Segments | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 43 | 143 | 222 | 290 | |
Management, development and leasing fees | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 1,780 | 2,104 | 4,888 | 5,251 | |
Marketing revenues | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 530 | 495 | 1,351 | 1,589 | |
Other revenues | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | $ 450 | $ 857 | $ 2,945 | $ 2,514 | |
[1] | Management, development and leasing fees are included in the All Other category. See Note 4 |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 111,499 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 23,326 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 45,135 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 15 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2041-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 43,038 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 20 years |
Revenues - Remaining Performa_2
Revenues - Remaining Performance Obligations (Details 1) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue From Contract With Customer [Abstract] | |
Remaining performance obligation | $ 111,499 |
Leases - Components of Rental R
Leases - Components of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Fixed lease payments | $ 101,819 | $ 99,255 | $ 242,589 | $ 335,799 |
Variable lease payments | 43,720 | 24,826 | 162,441 | 69,677 |
Total rental revenues | $ 145,539 | $ 124,081 | $ 405,030 | $ 405,476 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments to be Received (Details) $ in Thousands | Sep. 30, 2021USD ($) | |
Operating Leases | ||
2021 | $ 96,179 | [1] |
2022 | 347,568 | |
2023 | 294,590 | |
2024 | 237,254 | |
2025 | 183,046 | |
2026 | 133,553 | |
Thereafter | 295,878 | |
Total undiscounted lease payments | $ 1,588,068 | |
[1] | Reflects rental payments for the fiscal period October 1, 2021 to December 31, 2021. |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of mortgage and other indebtedness | $ 941,801 | $ 1,091,745 |
Estimated fair value of secured line of credit and secured term loan liabilities subject to compromise. | 2,042,994 | 1,606,959 |
Available-For-Sale Securities Held, Amortized Cost | 99,991 | 233,053 |
Available-For-Sale Securities Held, Fair Value | 99,998 | 233,071 |
U.S Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-For-Sale Securities Held, Amortized Cost | 99,991 | 233,053 |
Available-For-Sale Securities Held, Unrealized gain | 7 | 18 |
Available-For-Sale Securities Held, Fair Value | $ 99,998 | $ 233,071 |
U.S. Treasury securities, maturity date | Oct. 31, 2021 |
Fair Value Measurements - Long-
Fair Value Measurements - Long-Lived Assets Measured at Fair Value (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2021USD ($) | Sep. 30, 2021USD ($)mall | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)malloutparcel | Sep. 30, 2020USD ($)mallvacantlandparcel | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 99,390,000 | $ 166,900,000 | $ 99,390,000 | $ 166,900,000 | |
Loss on impairment | 63,160,000 | 46,000 | $ 120,342,000 | $ 146,964,000 | |
Number of malls with impairment | mall | 5 | 3 | |||
Number of stores sold (outparcel) | outparcel | 1 | ||||
Number of vacant land parcel | vacantlandparcel | 1 | ||||
Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Loss on impairment | $ 63,160,000 | 0 | $ 120,342,000 | $ 146,964,000 | |
Number of malls with impairment | mall | 2 | 5 | 3 | ||
Eastland Mall | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 10,700,000 | $ 10,700,000 | |||
Loss on impairment | $ 13,243,000 | ||||
Eastland Mall | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 9 years | ||||
Eastland Mall | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14 | 14 | |||
Eastland Mall | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 15 | 15 | |||
Old Hickory Mall | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 12,400,000 | $ 12,400,000 | |||
Loss on impairment | $ 20,149,000 | ||||
Old Hickory Mall | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 9 years | ||||
Old Hickory Mall | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 13 | 13 | |||
Old Hickory Mall | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14 | 14 | |||
Stroud Mall | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 15,400,000 | $ 15,400,000 | |||
Loss on impairment | $ 23,790,000 | ||||
Stroud Mall | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 9 years | ||||
Stroud Mall | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 11.75 | 11.75 | |||
Stroud Mall | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 12.5 | 12.5 | |||
The Landing at Arbor Place - Outparcel | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Proceeds from sale of real estate | $ 590,000 | ||||
The Landing at Arbor Place - Outparcel | All Other | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 590,000 | $ 590,000 | |||
Loss on impairment | 1,682,000 | ||||
Laurel Park Place | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 9,800,000 | 9,800,000 | |||
Loss on impairment | $ 14,267,000 | ||||
Laurel Park Place | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 9 years | ||||
Laurel Park Place | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 11.5 | 11.5 | |||
Laurel Park Place | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 13 | 13 | |||
Parkdale Mall and Crossing | Malls All Other | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 50,500,000 | $ 50,500,000 | |||
Loss on impairment | 47,211,000 | ||||
Parkdale Mall Parkdale Crossing and Parkdale Anchor | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 50,500,000 | $ 50,500,000 | |||
Parkdale Mall Parkdale Crossing and Parkdale Anchor | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 10 years | ||||
Parkdale Mall Parkdale Crossing and Parkdale Anchor | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 12.3 | 12.3 | |||
Parkdale Mall Parkdale Crossing and Parkdale Anchor | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14.2 | 14.2 | |||
Asheville Mall and Park Plaza | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 0 | $ 0 | |||
Burnsville Center | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 47,300,000 | $ 47,300,000 | |||
Loss on impairment | $ 26,562,000 | ||||
Burnsville Center | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 10 years | ||||
Burnsville Center | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14.5 | 14.5 | |||
Burnsville Center | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 15.5 | 15.5 | |||
Monroeville Mall | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 67,000,000 | $ 67,000,000 | |||
Loss on impairment | $ 107,082,000 | ||||
Monroeville Mall | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 10 years | ||||
Monroeville Mall | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14 | 14 | |||
Monroeville Mall | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14.5 | 14.5 | |||
Asheville Mall | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 52,600,000 | $ 52,600,000 | |||
Loss on impairment | $ 13,274,000 | ||||
Asheville Mall | Malls | Measurement Input, Expected Term | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Holding period | 10 years | ||||
Asheville Mall | Malls | Cap Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 13.25 | 13.25 | |||
Asheville Mall | Malls | Discount Rate (as a percent) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value measurement input (as a percent) | 14 | 14 | |||
Vacant Land | Malls | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Loss on impairment | $ 46,000 | ||||
Significant Unobservable Inputs (Level 3) | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Long-lived assets | $ 99,390,000 | $ 166,900,000 | $ 99,390,000 | $ 166,900,000 |
Dispositions and Held for Sale-
Dispositions and Held for Sale- Summary (Details) $ in Thousands | Oct. 01, 2021USD ($) | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($)outparcelAnchor | Sep. 30, 2021USD ($)outparcelAnchor | Sep. 30, 2020USD ($)outparcel |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on sales of real estate assets | $ 8,492 | $ 2,708 | |||
Number of stores sold (outparcel) | outparcel | 1 | ||||
Subsequent Event | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gross proceeds from sale of property held-for-sale | $ 8,750 | $ 8,750 | |||
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 | $ 8,684 | $ 8,492 | $ 2,708 | ||
Number of stores sold (outparcel) | outparcel | 3 | 3 | 3 | ||
Number of anchor | Anchor | 2 | 3 |
Unconsolidated Affiliates and_3
Unconsolidated Affiliates and Noncontrolling Interests - Narrative (Details) | 1 Months Ended | 2 Months Ended | 9 Months Ended | |||
Oct. 31, 2021 | Jul. 31, 2021USD ($) | Mar. 31, 2021 | Nov. 15, 2021 | Sep. 30, 2021USD ($)entity | Sep. 30, 2020USD ($) | |
Schedule Of Equity Method Investments [Line Items] | ||||||
Number of entities - equity method of accounting (entity) | entity | 31 | |||||
Number of 50/50 joint ventures | entity | 17 | |||||
Long-lived assets | $ 99,390,000 | $ 166,900,000 | ||||
Gain on deconsolidation | 55,131,000 | |||||
Loans in default, aggregate outstanding balance | 727,603,000 | |||||
Extended Maturity | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt instrument, maturity date | Dec. 31, 2021 | |||||
Net proceeds from increase in principal amount of loan | $ 4,349,000 | |||||
Extended Maturity | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Debt instrument, maturity date | Oct. 31, 2022 | |||||
Extended Maturity | LIBOR | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.00% | |||||
Asheville Mall and Park Plaza | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Long-lived assets | 0 | |||||
Gain on deconsolidation | $ 55,131,000 | |||||
Ambassador Infrastructure, LLC | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Loan maturity date | Mar. 31, 2025 | |||||
Loan agreement term | 4 years | |||||
Line of credit fixed interest rate | 3.00% | |||||
Loan outstanding balance | $ 8,250,000 | |||||
Amount paid in conjunction with modification | $ 1,110,000 | |||||
Debtors emerged from bankruptcy date | Nov. 1, 2021 | |||||
Port Orange I, LLC | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Loan maturity date | Feb. 28, 2026 | |||||
Loan agreement term | 4 years | |||||
Loan outstanding balance | $ 51,998,000 | |||||
Debtors emerged from bankruptcy date | Nov. 1, 2021 | |||||
Loan term of extension option | 1 year | |||||
Shoppes at Eagle Point, LLC | Subsequent Event | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Loan maturity date | Oct. 31, 2022 | |||||
Loan agreement term | 1 year | |||||
West Melbourne I, LLC | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Loan maturity date | Feb. 28, 2026 | |||||
Loan agreement term | 4 years | |||||
Loan outstanding balance | 53,360,000 | |||||
Debtors emerged from bankruptcy date | Nov. 1, 2021 | |||||
Loan term of extension option | 1 year | |||||
Loans in default, aggregate outstanding balance | $ 622,959,000 | |||||
Minimum | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Ownership interest in joint venture (as a percent) | 20.00% | |||||
Ownership in variable interest entity (as a percent) | 50.00% | |||||
Minimum | Extended Maturity | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Aggregate principal amount of senior unsecured notes | $ 19,314,000 | |||||
Maximum | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Ownership interest in joint venture (as a percent) | 100.00% | |||||
Ownership in variable interest entity (as a percent) | 92.00% | |||||
Maximum | Extended Maturity | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Aggregate principal amount of senior unsecured notes | $ 44,400,000 |
Unconsolidated Affiliates and_4
Unconsolidated Affiliates and Noncontrolling Interests - Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | ||
ASSETS: | |||||||||||
Investment in real estate assets | $ 5,510,348 | $ 5,510,348 | $ 5,830,785 | ||||||||
Accumulated depreciation | (2,251,613) | (2,251,613) | (2,241,421) | ||||||||
Net investment in real estate assets | 3,280,039 | 3,280,039 | 3,617,691 | ||||||||
Developments in progress | 15,065 | 15,065 | 28,327 | ||||||||
Total assets | 4,228,147 | 4,228,147 | 4,443,740 | ||||||||
LIABILITIES: | |||||||||||
Mortgage and other indebtedness, net | 1,019,084 | 1,019,084 | 1,184,831 | ||||||||
Shareholders' equity: | |||||||||||
The Company | 455,119 | 455,119 | 531,843 | ||||||||
Noncontrolling interests | 60 | 60 | 2,454 | ||||||||
Total equity | 455,179 | $ 612,218 | 455,179 | $ 612,218 | $ 497,084 | $ 506,618 | 534,297 | $ 653,453 | $ 725,091 | $ 861,865 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,228,147 | 4,228,147 | 4,443,740 | ||||||||
Total revenues | [1] | 150,375 | 129,897 | 420,120 | 421,682 | ||||||
Net loss | (42,881) | (44,424) | (80,722) | (256,511) | |||||||
Equity in losses of unconsolidated affiliates | (2,224) | (7,389) | (9,575) | (12,450) | |||||||
BI Development II, LLC | |||||||||||
ASSETS: | |||||||||||
Investment in real estate assets | 2,463,912 | 2,463,912 | 2,346,124 | ||||||||
Accumulated depreciation | (925,138) | (925,138) | (862,435) | ||||||||
Net investment in real estate assets | 1,538,774 | 1,538,774 | 1,483,689 | ||||||||
Developments in progress | 10,375 | 10,375 | 28,138 | ||||||||
Net investment in real estate assets | 1,549,149 | 1,549,149 | 1,511,827 | ||||||||
Other assets | 193,924 | 193,924 | 174,966 | ||||||||
Total assets | 1,743,073 | 1,743,073 | 1,686,793 | ||||||||
LIABILITIES: | |||||||||||
Mortgage and other indebtedness, net | 1,575,873 | 1,575,873 | 1,439,454 | ||||||||
Other liabilities | 86,467 | 86,467 | 45,280 | ||||||||
Total liabilities | 1,662,340 | 1,662,340 | 1,484,734 | ||||||||
Shareholders' equity: | |||||||||||
The Company | 103,214 | 103,214 | 132,350 | ||||||||
Noncontrolling interests | (22,481) | (22,481) | 69,709 | ||||||||
Total equity | 80,733 | 80,733 | 202,059 | ||||||||
Total liabilities, redeemable noncontrolling interests and equity | 1,743,073 | 1,743,073 | $ 1,686,793 | ||||||||
Total revenues | 65,482 | 46,953 | 181,985 | 154,128 | |||||||
Net loss | (3,206) | (10,671) | (16,225) | (12,139) | |||||||
Equity in losses of unconsolidated affiliates | $ (2,224) | $ (7,389) | $ (9,575) | $ (12,450) | |||||||
[1] | Management, development and leasing fees are included in the All Other category. See Note 4 |
Unconsolidated Affiliates and_5
Unconsolidated Affiliates and Noncontrolling Interests - Variable Interest Entities (Details) - Investment in Real Estate Joint Ventures and Partnerships $ in Thousands | Sep. 30, 2021USD ($) | |
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | $ 109,025 | |
Maximum Risk of Loss, Unconsolidated | 190,630 | |
Ambassador Infrastructure, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Maximum Risk of Loss, Unconsolidated | 8,250 | [1] |
Atlanta Outlet JV, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 23,437 | [1] |
Maximum Risk of Loss, Unconsolidated | 27,941 | [1] |
CBL-T/C, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 60,283 | |
Maximum Risk of Loss, Unconsolidated | 60,283 | |
CBL-TRS Joint Venture, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 18,619 | |
Maximum Risk of Loss, Unconsolidated | 18,619 | |
Continental 425 Fund LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 98 | |
Maximum Risk of Loss, Unconsolidated | 98 | |
EastGate Storage, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 463 | [1] |
Maximum Risk of Loss, Unconsolidated | 3,693 | [1] |
El Paso Outlet Center Holding, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 7,888 | |
Maximum Risk of Loss, Unconsolidated | 7,888 | |
Fremaux Town Center JV, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 5,747 | |
Maximum Risk of Loss, Unconsolidated | 5,747 | |
Hamilton Place Self Storage, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 892 | [1] |
Maximum Risk of Loss, Unconsolidated | 4,393 | [1] |
Louisville Outlet Shoppes, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | (11,364) | [1] |
Maximum Risk of Loss, Unconsolidated | 8,512 | [1] |
Mall of South Carolina L.P. | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | (17,338) | |
Mall of South Carolina Outparcel L.P. | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | (2,695) | |
Parkdale Self Storage LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 500 | [1] |
Maximum Risk of Loss, Unconsolidated | 7,000 | [1] |
PHG-CBL Lexington, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 35 | |
Maximum Risk of Loss, Unconsolidated | 35 | |
Self-Storage at Mid Rivers, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 515 | [1] |
Maximum Risk of Loss, Unconsolidated | 3,486 | [1] |
Shoppes at Eagle Point, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 18,195 | [1] |
Maximum Risk of Loss, Unconsolidated | 30,935 | [1] |
Vision-CBL Hamilton Place, LLC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Assets, Unconsolidated | 3,750 | |
Maximum Risk of Loss, Unconsolidated | $ 3,750 | |
[1] | The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 |
Mortgage and Other Indebtedne_3
Mortgage and Other Indebtedness, Net - Pre-Emergence Debt of Operating Partnership (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 955,175 | $ 1,120,203 |
Mortgage and other indebtedness, variable-rate debt | 67,111 | 68,061 |
Total fixed-rate and variable-rate debt | 1,022,286 | 1,188,264 |
Unamortized deferred financing costs | (3,202) | (3,433) |
Total mortgage and other indebtedness, net | $ 1,019,084 | $ 1,184,831 |
Weighted average interest rate (as a percent) | 4.95% | 5.10% |
Mortgage notes payable subject to compromise | $ 1,375,000 | $ 1,375,000 |
Mortgage and other indebtedness, variable-rate debt, subject to compromise | 1,114,676 | 1,114,676 |
Total fixed-rate and variable-rate debt | 2,489,676 | 2,489,676 |
Unpaid accrued interest | 57,644 | 57,644 |
Total liabilities subject to compromise | $ 2,551,686 | $ 2,551,490 |
Weighted average interest rate subject to compromise (as a percent) | 7.25% | 7.25% |
Senior Secured Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |
Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.07% | 5.12% |
Weighted average interest rate subject to compromise (as a percent) | 5.43% | 5.43% |
Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 3.19% | 4.69% |
Weighted average interest rate subject to compromise (as a percent) | 9.50% | 9.50% |
Post-Default Rate | Senior Secured Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Effective Percentage | 9.50% | 9.50% |
Non-Recourse Loans on Operating Properties | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 955,175 | $ 1,120,203 |
Non-Recourse Loans on Operating Properties | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.07% | 5.12% |
Recourse Loans on Operating Properties | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt | $ 67,111 | $ 68,061 |
Recourse Loans on Operating Properties | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 3.19% | 4.69% |
Senior Unsecured Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable subject to compromise | $ 450,000 | $ 450,000 |
Senior Unsecured Notes Due 2023 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate subject to compromise (as a percent) | 5.25% | 5.25% |
Senior Unsecured Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable subject to compromise | $ 300,000 | $ 300,000 |
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate subject to compromise (as a percent) | 4.60% | 4.60% |
Senior Unsecured Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable subject to compromise | $ 625,000 | $ 625,000 |
Senior Unsecured Notes Due 2026 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate subject to compromise (as a percent) | 5.95% | 5.95% |
Secured Line of Credit | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt, subject to compromise | $ 675,926 | $ 675,926 |
Total liabilities subject to compromise | $ 675,926 | $ 675,926 |
Secured Line of Credit | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate subject to compromise (as a percent) | 9.50% | 9.50% |
Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt, subject to compromise | $ 438,750 | $ 438,750 |
Total liabilities subject to compromise | $ 438,750 | $ 438,750 |
Secured Term Loan | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate subject to compromise (as a percent) | 9.50% | 9.50% |
Prepetition Unsecured Or Under Secured Liabilities | ||
Debt Instrument [Line Items] | ||
Total liabilities subject to compromise | $ 4,366 | $ 4,170 |
Certain Property-level, Non-recourse Mortgage Loans | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | 2,310 | |
Recourse and Nonrecourse Term Loans | ||
Debt Instrument [Line Items] | ||
Secured non-recourse and recourse term loans | $ 2,100,084 |
Mortgage and Other Indebtedne_4
Mortgage and Other Indebtedness, Net - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)mallassociated_centersubsidiarymortgage_note_receivableloan | Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||
Number of Malls Securing Credit Facility, Collateral | mall | 17 | |
Number of Associated Centers Securing Credit Facility, Collateral | associated_center | 3 | |
Number of wholly owned subsidiaries | subsidiary | 36 | |
Line of credit facility payment restrictions | 150,000 | |
Number of non-recourse loans | loan | 2 | |
Loans in default, aggregate outstanding balance | $ 727,603,000 | |
Deconsolidation of secured loans amount | $ 138,926,000 | |
Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Number of malls not classified as collateral for the secured credit facility | mall | 4 | |
Number of associated centers not classified as collateral for the secured credit facility | associated_center | 2 | |
Number of Mortgage Notes Receivable not Classified as Collateral | mortgage_note_receivable | 4 | |
COVID-19 | ||
Debt Instrument [Line Items] | ||
Secured credit facility, impact of uncertainty | $ 280,000,000 | |
Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 1,185,000,000 | |
Revolving Credit Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 675,926,000 | |
Secured Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 438,750,000 | |
Non-Recourse Loans on Operating Properties | ||
Debt Instrument [Line Items] | ||
Debt default threshold, minimum loan amount (greater than) | $ 50,000 |
Mortgage and Other Indebtedne_5
Mortgage and Other Indebtedness, Net - Summary of Non-recourse Loans (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Greenbrier Mall | Chesapeake, VA | |
Debt Instrument [Line Items] | |
Interest Rate | 5.41% |
Loan Amount | $ 61,647 |
EastGate Mall | Cincinnati, OH | |
Debt Instrument [Line Items] | |
Interest Rate | 5.83% |
Loan Amount | $ 30,117 |
Mortgage and Other Indebtedne_6
Mortgage and Other Indebtedness, Net- Schedule of Pre-Emergence Principal Payments (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)loan | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||
2021 | $ 41,365 | |
2022 | 409,394 | |
2023 | 1,566,756 | |
2024 | 343,177 | |
2025 | 37,960 | |
2026 | 763,626 | |
Total | 3,162,278 | |
Mortgage and other indebtedness, net | 1,019,084 | $ 1,184,831 |
Liabilities subject to compromise | $ 2,489,676 | |
Weighted-average remaining term to maturity | 2 years 3 months 18 days | 3 years |
Greenbrier Mall | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 61,647 | |
Debt instrument, maturity date | Dec. 31, 2019 | |
Parkdale Mall & Crossing | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 70,507 | |
Debt instrument, maturity date | Mar. 31, 2021 | |
EastGate Mall | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 30,117 | |
Debt instrument, maturity date | Apr. 30, 2021 | |
Hamilton Crossing | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 7,954 | |
Debt instrument, maturity date | Apr. 30, 2021 | |
Fayette Mall | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 136,670 | |
Debt instrument, maturity date | May 31, 2021 | |
Alamance Crossing | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 42,789 | |
Debt instrument, maturity date | Jul. 31, 2021 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 3,511,962 | |
Operating Property Loan | ||
Debt Instrument [Line Items] | ||
2021 | $ 27,461 | |
Number of operating property loans (loan) | loan | 1 | |
Operating Property Loan | Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 349,684 |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1] | $ 150,375 | $ 129,897 | $ 420,120 | $ 421,682 | |
Property operating expenses | [2] | (47,257) | (46,036) | (139,908) | (142,186) | |
Interest expense | (19,039) | (61,137) | (65,468) | (160,760) | ||
Gain (loss) on sales of real estate assets | 8,684 | (55) | 8,492 | 2,708 | ||
Other expense | (104) | (391) | (400) | |||
Segment profit (loss) | 92,659 | 22,669 | 222,845 | 121,044 | ||
Depreciation and amortization | (46,479) | (53,477) | (142,090) | (162,042) | ||
General and administrative | (13,502) | (25,497) | (37,383) | (62,060) | ||
Litigation settlement | 89 | 2,480 | 890 | 2,480 | ||
Interest and other income | 510 | 1,975 | 2,038 | 5,263 | ||
Gain on extinguishment of debt | 15,407 | 15,407 | ||||
Reorganization items | (12,008) | (52,014) | ||||
Loss on impairment | (63,160) | (46) | (120,342) | (146,964) | ||
Gain on deconsolidation | 55,131 | |||||
Income tax benefit (provision) | 1,234 | (546) | (222) | (17,189) | ||
Equity in losses of unconsolidated affiliates | (2,224) | (7,389) | (9,575) | (12,450) | ||
Net loss | (42,881) | (44,424) | (80,722) | (256,511) | ||
Capital expenditures | [3] | 12,233 | 3,786 | 27,052 | 35,249 | |
Total Assets | 4,228,147 | 4,228,147 | $ 4,443,740 | |||
Malls | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1] | 131,870 | 115,661 | 377,478 | 381,013 | |
Property operating expenses | [2] | (40,466) | (43,628) | (130,364) | (134,111) | |
Interest expense | (18,698) | (18,845) | (63,441) | (55,952) | ||
Gain (loss) on sales of real estate assets | 4,836 | 4,836 | (25) | |||
Other expense | (65) | |||||
Segment profit (loss) | 77,542 | 53,188 | 188,444 | 190,925 | ||
Capital expenditures | [3] | 11,853 | 2,524 | 24,056 | 30,334 | |
Total Assets | 3,350,405 | 3,350,405 | 3,702,523 | |||
All Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1],[4] | 18,505 | 14,236 | 42,642 | 40,669 | |
Property operating expenses | [2],[4] | (6,791) | (2,408) | (9,544) | (8,075) | |
Interest expense | [4] | (341) | (42,292) | (2,027) | (104,808) | |
Gain (loss) on sales of real estate assets | [4] | 3,848 | (55) | 3,656 | 2,733 | |
Other expense | [4] | (104) | (326) | (400) | ||
Segment profit (loss) | [4] | 15,117 | (30,519) | 34,401 | (69,881) | |
Capital expenditures | [3],[4] | 380 | $ 1,262 | 2,996 | $ 4,915 | |
Total Assets | [4] | $ 877,742 | $ 877,742 | $ 741,217 | ||
[1] | Management, development and leasing fees are included in the All Other category. See Note 4 | |||||
[2] | Property operating expenses include property operating, real estate taxes and maintenance and repairs. | |||||
[3] | Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. | |||||
[4] | The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company. |
Earnings per Share and Earnin_3
Earnings per Share and Earnings per Unit - Narrative (Details) - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CBL & Associates Limited Partnership | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Undistributed losses allocated to participating common units percent | 100.00% | ||||
Common Units | CBL & Associates Limited Partnership | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Potentially dilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 | |
Antidilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 | |
Common Stock | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Potentially dilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 | |
Antidilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 | |
Operating Partnership | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Redeemable noncontrolling interest, units exercised for conversion (shares) | 1,193,978 | ||||
Redeemable noncontrolling interest, shares issued upon exercise of common units (shares) | 622,278 | ||||
Redeemable noncontrolling interest, shares issued upon exercise of contractual exchange rights (shares) | 571,700 |
Earnings per Share and Earnin_4
Earnings per Share and Earnings per Unit - Schedule of Basic and Diluted EPU for Common and Special Common Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to common unitholders | $ (41,720) | $ (54,101) | $ (77,365) | $ (269,449) |
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 196,454 | 193,481 | 196,474 | 188,211 |
CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to common unitholders | $ (42,805) | $ (54,710) | $ (79,378) | $ (288,549) |
Total undistributed loss available to common and special common unitholders | $ (42,805) | $ (56,697) | $ (79,378) | $ (294,942) |
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 201,559 | 201,690 | 201,587 | 201,551 |
Basic EPU: | ||||
Total basic EPU | $ (0.21) | $ (0.27) | $ (0.39) | $ (1.43) |
Diluted EPU: | ||||
Total diluted EPU | $ (0.21) | $ (0.27) | $ (0.39) | $ (1.43) |
Common units issued on conversion of SCUs | CBL & Associates Limited Partnership | ||||
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 936,000 | 1,696,000 | 936,000 | 1,697,000 |
S-SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total undistributed loss available to common and special common unitholders | $ (1,143) | $ (3,429) | ||
Distributed earnings: | ||||
Distributed earnings | $ 1,143 | $ 3,429 | ||
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 1,561,000 | 1,561,000 | 1,561,000 | 1,561,000 |
Basic EPU: | ||||
Total basic EPU | $ 0.73 | $ 2.20 | ||
Diluted EPU: | ||||
Total diluted EPU | $ 0.73 | $ 2.20 | ||
L-SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total undistributed loss available to common and special common unitholders | $ (433) | |||
Distributed earnings: | ||||
Distributed earnings | $ 433 | |||
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 565,000 | 572,000 | 570,000 | 572,000 |
Basic EPU: | ||||
Total basic EPU | $ 0.76 | |||
Diluted EPU: | ||||
Total diluted EPU | $ 0.76 | |||
K-SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total undistributed loss available to common and special common unitholders | $ (844) | $ (2,531) | ||
Distributed earnings: | ||||
Distributed earnings | $ 844 | $ 2,531 | ||
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 869,000 | 1,134,000 | 869,000 | 1,136,000 |
Basic EPU: | ||||
Total basic EPU | $ 0.74 | $ 2.23 | ||
Diluted EPU: | ||||
Total diluted EPU | $ 0.74 | $ 2.23 | ||
Common Units | CBL & Associates Limited Partnership | ||||
Undistributed loss: | ||||
Undistributed loss | $ (42,805) | $ (56,697) | $ (79,378) | $ (294,942) |
Weighted average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 197,627,000 | 196,728,000 | 197,651,000 | 196,585,000 |
Basic EPU: | ||||
Total basic EPU | $ (0.22) | $ (0.29) | $ (0.40) | $ (1.50) |
Diluted EPU: | ||||
Total diluted EPU | $ (0.22) | $ (0.29) | $ (0.40) | $ (1.50) |
Contingencies - Litigation (Det
Contingencies - Litigation (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Securities Class Action Litigation | |
Loss Contingencies [Line Items] | |
Notice of suggestion of bankruptcy filed date | Nov. 9, 2020 |
Derivative Litigation | |
Loss Contingencies [Line Items] | |
Notice of suggestion of bankruptcy filed date | Nov. 9, 2020 |
Contingencies - Environmental C
Contingencies - Environmental Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Environmental liability insurance, maximum coverage per incident (up to) | $ 10,000 |
Environmental liability insurance, annual coverage limit (up to) | $ 50,000 |
Contingencies - Guarantees (Det
Contingencies - Guarantees (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Guarantor Obligations [Line Items] | ||
Obligation Recorded to Reflect Guaranty | $ 899,000 | $ 923,000 |
Shoppes at Eagle Point, LLC | ||
Guarantor Obligations [Line Items] | ||
Maximum Guaranteed Amount | $ 12,740,000 | |
Ambassador Infrastructure, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 65.00% | |
Outstanding Balance | $ 8,250,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 8,250,000 | |
Obligation Recorded to Reflect Guaranty | $ 83,000 | 94,000 |
Hamilton Place Self Storage, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 54.00% | |
Outstanding Balance | $ 6,863,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 3,501,000 | |
Obligation Recorded to Reflect Guaranty | $ 35,000 | 35,000 |
West Melbourne I, LLC - Phase I | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 39,326,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 19,663,000 | |
Obligation Recorded to Reflect Guaranty | $ 197,000 | 201,000 |
West Melbourne I, LLC - Phase II | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 14,034,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 7,017,000 | |
Obligation Recorded to Reflect Guaranty | $ 70,000 | 72,000 |
Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 51,998,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 25,999,000 | |
Obligation Recorded to Reflect Guaranty | $ 260,000 | 266,000 |
Shoppes at Eagle Point, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 34,135,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 35.00% | |
Maximum Guaranteed Amount | $ 12,740,000 | |
Obligation Recorded to Reflect Guaranty | $ 127,000 | 127,000 |
Option extension term of debt instrument | 1 year | |
EastGate Storage, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 6,460,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 3,230,000 | |
Obligation Recorded to Reflect Guaranty | $ 32,000 | 33,000 |
Reduction of guarantor obligations once certain debt and operational metrics are met (as a percent) | 25.00% | |
Self Storage at Mid Rivers, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 5,941,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 2,971,000 | |
Obligation Recorded to Reflect Guaranty | $ 30,000 | 30,000 |
Parkdale Self Storage LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 6,462,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 6,500,000 | |
Obligation Recorded to Reflect Guaranty | $ 65,000 | $ 65,000 |
Increased guarantee as result of filed chapter 11 case | 100.00% | |
Atlanta Outlet Outparcels, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 4,504,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 4,504,000 | |
Louisville Outlet Shoppes, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 8,512,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 8,512,000 | |
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 | |
York Town Center Lp | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Undiscounted maximum exposure | $ 10,000,000 | |
Guarantor obligations recoverable (as a percent) | 50.00% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized (shares) | 10,400,000 | 10,400,000 | ||
Share-based compensation cost capitalized as part of real estate assets | $ 2 | $ 4 | $ 8 | $ 16 |
Weighted-Average Grant Date Fair Value | ||||
Unrecognized compensation cost related to nonvested stock awards | 1,083 | $ 1,083 | ||
Compensation cost to be recognized over a weighted-average period | 1 year 8 months 12 days | |||
Restricted Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation cost | $ 241 | 375 | $ 784 | 1,880 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Nonvested, beginning of period (shares) | 1,519,606 | |||
Vested (shares) | (480,463) | |||
Forfeited (shares) | (23,581) | |||
Nonvested, end of period (shares) | 1,015,562 | 1,015,562 | ||
Weighted-Average Grant Date Fair Value | ||||
Weighted average grant-date fair value, nonvested, beginning of period (USD per share) | $ 2.15 | |||
Weighted average grant-date fair value, vested (USD per share) | 3.11 | |||
Weighted average grant-date fair value, forfeited (USD per share) | 2.73 | |||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ 1.69 | $ 1.69 | ||
Nonvested, end of period (shares) | 1,015,562 | 1,015,562 | ||
Total fair value of shares vested | 480,463 | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted (shares) | 0 | |||
Vested (shares) | 0 | |||
Nonvested, end of period (shares) | 1,103,537 | 1,103,537 | ||
Weighted-Average Grant Date Fair Value | ||||
Unrecognized compensation cost related to nonvested stock awards | $ 264 | $ 264 | ||
Granted (shares) | 0 | |||
Nonvested, end of period (shares) | 1,103,537 | 1,103,537 | ||
Shares granted in period classified as liabilities | 566,862 | |||
Total fair value of shares vested | 0 | |||
Performance Shares | Vested at conclusion of performance period | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation cost | $ 94 | $ 2,410 | $ 283 | $ 2,828 |
Performance Shares | Remaining percentage after performance period | ||||
Weighted-Average Grant Date Fair Value | ||||
Compensation cost to be recognized over a weighted-average period | 1 year 6 months |
Noncash Investing and Financi_3
Noncash Investing and Financing Activities - Summary (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Other Significant Noncash Transactions [Line Items] | ||
Additions to real estate assets accrued but not yet paid | $ 11,527 | $ 6,183 |
Decrease in real estate assets | (11,834) | |
Decrease in mortgage and other indebtedness | 25,956 | |
Decrease in operating assets and liabilities | 1,371 | |
Decrease in intangible lease and other assets | (86) | |
Conversion of Operating Partnership common units into shares of common stock | $ 21,065 | |
Deconsolidation Upon Loss of Control | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | (84,860) | |
Decrease in mortgage and other indebtedness | 134,354 | |
Decrease in operating assets and liabilities | 5,808 | |
Decrease in intangible lease and other assets | $ (171) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Jul. 31, 2021 |
Forecast | U.S Treasury Securities | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Nov. 30, 2021 | |||
U.S. Treasury securities, purchased | $ 149,997 | |||
Forecast | Secured Notes | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, redemption description | In November 2021, HoldCo II redeemed $60,000 aggregate principal amount of the Secured Notes pursuant to an optional redemption, which left an outstanding balance of $395,000. | |||
Redemption of aggregate principal amount | $ 60,000 | |||
Debt instrument, outstanding balance after redemption | $ 395,000 | |||
Extended Maturity | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Dec. 31, 2021 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Gross proceeds from sale of property held-for-sale | $ 8,750 | $ 8,750 | ||
Subsequent Event | Extended Maturity | ||||
Subsequent Event [Line Items] | ||||
Loans Held-for-sale, Term | 1 year | |||
Debt instrument, maturity date | Oct. 31, 2022 |