CBL - CBL Properties Reports Results for Fourth Quarter and Full-Year 2022

February, 21 2023 08:30 AM CBL & Associates Properties Inc.

Positive Operational Trends Contribute to Fourth Quarter and Full-Year Financial Results Above Expectation

CBL Properties (NYSE: CBL) announced results for the fourth quarter and year ended December 31, 2022. Financial results for the periods from January 1, 2021, through October 31, 2021, and for the month ended October 31, 2021, are referred to as those of the “Predecessor” period. Financial results for the periods from November 1, 2021 through December 31, 2021; and, from January 1, 2022, through December 31, 2022, are referred to as those of the “Successor” period. Results of operations as reported in the consolidated financial statements for these periods are prepared in accordance with GAAP. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.



Successor



Predecessor



Three Months Ended December 31,


For the Period November 1, through December 31,



For the Period October 1, through October 31,



2022


2021



2021

Net income (loss) attributable to common shareholders

$
811


$
(151,545
)


$
(393,262
)
Funds from Operations ("FFO")

$
63,214


$
(92,968
)


$
(360,265
)
FFO, as adjusted ⁽¹⁾

$
67,173


$
63,178



$
43,163

























Successor



Predecessor



Year Ended December 31,


For the Period November 1, through December 31,



For the Period January 1, through October 31,



2022


2021



2021

Net loss attributable to common shareholders

$
(96,019
)

$
(151,545
)


$
(470,627
)
Funds from Operations ("FFO")

$
178,616


$
(92,968
)


$
(144,738
)
FFO, as adjusted ⁽¹⁾

$
243,521


$
63,178



$
286,649

(1)

For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company’s reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this news release.

For the Predecessor periods, FFO, as adjusted, allocable to Operating Partnership common unitholders, did not include interest expense related to the senior secured notes and credit facility. Interest payments on these loans were not required to be made during the Predecessor periods due to the Company’s bankruptcy filing on November 1, 2020.

KEY TAKEAWAYS:

Consistent strong occupancy increases, higher percentage and other rents contributed to improvement in 2022 same-center NOI to $443.4 million. FFO, as adjusted for the year, for 2022 was $243.5 million, which was above previously issued guidance.
CBL's Board of Directors declared a 50% increase in the regular quarterly dividend rate for the first quarter 2023 to $0.375 per share. During 2022, CBL’s Board of Directors declared a total of $2.95 per share in dividends on its common stock, including $0.75 per share in regular quarterly dividends as well as a special all-cash dividend of $2.20 per share, demonstrating CBL's commitment to returning value to shareholders.
Portfolio occupancy as of December 31, 2022, was 91.0%, representing a 170-basis-point increase from occupancy of 89.3% as of December 31, 2021 and an increase of 50-basis-points from occupancy of 90.5% as of September 30, 2022. Same-center occupancy for malls, lifestyle centers and outlet centers was 89.6% as of December 31, 2022, a 170-basis-point increase from 87.9% as of December 31, 2021.
Fourth quarter new and renewal comparable space leases were signed at 4.5% lower average rents versus the prior leases. The decline was driven by 10 renewal leases with one tenant. Excluding these 10 renewal leases, average renewal and total lease spreads were flat.
Same-center tenant sales per square foot for the 12-months ended December 31, 2022, declined 2.6% to $435, compared with $447 for the prior period.
As of December 31, 2022, the Company had $337.1 million of unrestricted cash and marketable securities.
CBL issues 2023 FFO, as adjusted, per share, guidance in the range of $5.85 - $6.47 and 2023 same-center NOI guidance in the range of $418 million - $440 million. Guidance assumes that positive trends in occupancy and operations are offset by lower percentage rent, an unfavorable variance in the estimate for uncollectable revenues due to lower recoveries, and the net impact of lease spreads. FFO, as adjusted is also impacted by higher interest expense, primarily related to floating rate debt. More details outlined below.

“CBL enjoyed a strong and successful 2022 in all respects," said Stephen D. Lebovitz, CBL's chief executive officer. “We are pleased with our excellent fourth quarter and full-year 2022 operational and financial results, highlighted by adjusted FFO and NOI above expectations. This performance was driven primarily by strong occupancy growth both sequentially and year-over-year with portfolio occupancy improving 170 basis points over year-end 2021. Our results also benefited from higher specialty income and percentage rents and disciplined expense management. We were cautious going into the year given the macro-economic challenges, including interest rate hikes and inflationary pressure. Despite these headwinds, we enjoyed healthy tenant demand and limited store bankruptcies or closings. Traffic at our properties confirmed the consumers’ ongoing support of in-person shopping and experiences with full-year sales per square foot just 2.6% lower than 2021 levels, while remaining more than 12% above pre-pandemic levels in 2019.

"Our guidance for 2023 reflects our expectation for additional occupancy gains as new tenant demand remains at a high level. We are adding new restaurants, entertainment users and successful regional and local retailers. Additionally, expenses are expected to remain relatively in-line despite inflationary pressures. However, we expect a greater impact from bankruptcies and store closures in 2023 based on recent tenant announcements and reviews of tenant credit risk, and a lower contribution from percentage rents with the expectation that sales will moderate. Generally, new leasing demand remains healthy, and we have significant activity occurring across our portfolio that will contribute to our cash flows in 2023 and going forward.

"Our 2022 results and significant free cash flow has contributed to our strong cash balance, which funded the return of significant value to shareholders in 2022 through more than $91 million in cash dividends. We further demonstrated our commitment to our shareholders with the recently announced 50% increase in our regular quarterly dividend and are committed to pursuing opportunities that would meaningfully contribute to shareholder value in the future. The strength and flexibility of our balance sheet improved materially in 2022, with over $1.1 billion in financing activity completed. Major milestone achievements include refinancing our 10% Notes with non-recourse mortgage debt at favorable spreads to the prior rate, as well as several other notable financings through the year. As a result, we enjoy a balance sheet comprised almost-exclusively of non-recourse mortgage debt with significant ongoing amortization reducing leverage further."

Same-center Net Operating Income (“NOI”) ⁽¹⁾ :


Successor



Predecessor



Three months ended December 31, 2022


For the Period November 1, 2021 through December 31, 2021



For the Period October 1, 2021 through October 31, 2021

Total Revenues

$
176,091


$
122,799



$
53,643

Total Expenses

$
55,665


$
36,981



$
17,964

Total portfolio same-center NOI

$
120,426


$
85,818



$
35,679












Estimate for uncollectable revenues (recovery)

$
(416
)

$
(784
)


$
(782
)

(1)

CBL’s definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases.

Same-Center NOI growth in the fourth quarter benefited from new rent related to occupancy improvements and higher percentage rents, offset by the impact of negative renewal lease spreads and a lower recovery of uncollectable revenues.



Successor



Predecessor



Year Ended December 31, 2022


For the Period November 1, 2021 through December 31, 2021



For the Period January 1, 2021 through October 31, 2021

Total Revenues

$
661,091


$
122,799



$
525,059

Total Expenses

$
217,732


$
36,981



$
172,019

Total portfolio same-center NOI

$
443,359


$
85,818



$
353,040












Estimate for uncollectable revenues (recovery)

$
(4,339
)

$
(784
)


$
2,882

(1)

Same-Center NOI growth for the full-year 2022 benefited from new rent related to occupancy improvements, higher percentage rents and a positive variance due to the recovery of uncollectable revenues partially offset by the impact of negative renewal lease spreads and a moderate increase in operating expenses primarily related to inflationary pressure.

PORTFOLIO OPERATIONAL RESULTS

Occupancy ⁽¹⁾ :

As of December 31,

2022

2021

Total portfolio

91.0%

89.3%

Malls, Lifestyle Centers and Outlet Centers:

Total malls

89.1%

87.2%

Total lifestyle centers

92.7%

86.7%

Total outlet centers

90.8%

93.6%

Total same-center malls, lifestyle centers and outlet centers

89.6%

87.9%

All Other:

Total open-air centers

95.3%

94.8%

Total other

93.0%

90.5%

(1)

Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied.

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:





% Change in Average Gross Rent Per Square Foot:






Three Months Ended December 31,

Year Ended December 31,


2022

2022
Stabilized Malls, Lifestyle Centers and Outlet Centers

(5.0)%

(5.9)%
New leases

34.8%

15.8%
Renewal leases

(5.8)%

(8.0)%

Same-Center Sales Per Square Foot for In-line Tenants 10,000 Square Feet or Less:

Sales Per Square Foot for the Trailing
Twelve Months Ended December 31,

2022

2021

Mall, Lifestyle Center and Outlet Center same-center sales per square foot

435

447

Same-center tenant sales per square foot for the twelve months ended December 31, 2022, declined 2.6% as compared with prior year.

DIVIDEND

On February 16, 2023, CBL’s Board of Directors declared a regular quarterly cash dividend for the three months ended March 31, 2023, of $0.375 per share, representing an increase of 50%. The dividend, which equates to an annual dividend payment of $1.50 per share, is payable on March 31, 2023, to shareholders of record as of March 15, 2023.

FINANCING ACTIVITY

In 2022, CBL completed more than $1.1 billion in financing activity. Details of financings completed in the fourth quarter 2022 and year-to-date 2023 are outlined below.

In October, CBL finalized the modification of the loan secured by Southpark Mall in Richmond, VA ($54.4 million). The loan was extended through June 2026 at the existing interest rate of 4.85%.

Additionally in October, the modification of the $35.2 million recourse loan secured by The Outlet Shoppes at Gettysburg in Gettysburg, PA was completed. The loan balance was reduced to $21.0 million ($10.5 million at CBL's share), and the loan was converted to non-recourse.

In October, the foreclosure of Greenbrier Mall in Chesapeake, VA ($61.6 million) was completed. CBL is cooperating with the foreclosure or conveyance of Westgate Mall in Spartanburg, SC, ($29.0 million) and Alamance Crossing East in Burlington, NC, ($41.4 million) and anticipates that the properties will be placed into receivership imminently. CBL does not recognize earnings or receive cash flow from the properties in receivership.

In October, CBL completed a short-term extension to January 2023 for the loan secured by Cross Creek Mall in Fayetteville, NC ($97.4 million). CBL is in discussions with the lender for a two-year extension/modification of the loan, which it anticipates closing within 90 days. CBL is also in discussions with the lender for a potential extension/modification of the loan secured by West County Center located in St. Louis, MO ($80.9 million at CBL’s share).

DISPOSITIONS

During the fourth quarter 2022, CBL completed the sale of five land parcels generating $4.5 million in gross proceeds at CBL's share. Year-to-date, CBL has generated more than $13.4 million from dispositions, at its share.

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

In January 2023, CBL Properties and Vision Hospitality Group, Inc. announced a 50/50 joint venture to develop a 139-room Element by Westin at Mayfaire Town Center in Wilmington, North Carolina. The new hotel marks the brand’s entrance into the Wilmington market. The 83,000-square-foot hotel will be located on International Drive.

Detailed project information is available in CBL’s Financial Supplement for Q4 2022, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com .

OUTLOOK AND GUIDANCE

CBL is providing the following guidance for FFO, as adjusted, and Same-Center NOI for full-year 2023:

Low

High

2023 FFO, as adjusted

$188 million

$208 million

2023 FFO, as adjusted, per share

5.85

6.47

Weighted Average Common Shares Outstanding

32.1 million

2023 Same-Center NOI ("SC NOI")

$418 million

$440 million

2023 Change in Same-Center NOI

(5.6

(0.7

Assumptions driving the projected change in 2023 Same-Center NOI:


2023 SC NOI Low End (in millions)

2023 SC NOI High End (in millions)

Category Explanation
2022 Same-Center NOI
$
443.0

$
443.0


Rent from new leases and contractual rent increases
$
22.0

$
25.0

New gross rent contribution from stores that opened in 2022 or expected to open in 2023 and net increases from existing tenants from contractual rent bumps.
Percentage Rent
$
(7.0
)
$
(5.0
)
Lower percentage rent resulting from an anticipated decline in full-year sales.
Specialty Leasing, Branding and Other Misc. Rents
$
(7.0
)
$
(3.0
)
Represents an assumption of lower temporary and specialty leasing rents and lower branding and advertising revenue.
Store Closures/Non-Renewals
$
(11.0
)
$
(9.0
)
Represents gross rent loss in 2023 related to stores that closed for a partial year in 2022 or are expected to close before year-end 2023.
Lease Renewals/Modifications
$
(7.0
)
$
(5.0
)
Impact of net gross rent spreads related to renewals or lease modifications completed in 2022 and budgeted for 2023.
Operating Expense
$
(5.0
)
$
0.0

Low end represents potential increase in operating expenses driven by increases in wage expense and impact of inflation on materials.
Credit Loss
$
(3.0
)
$
(1.0
)
Unbudgeted reserve for tenants that may file for bankruptcy/close stores.
Uncollectable Revenue Variance
$
(7.0
)
$
(5.0
)
Represents the estimated impact of an unfavorable variance in the estimate for Uncollectable Revenues. 2022 NOI included a reversal of the estimate for Uncollectable Revenues related to collected revenues that were previously written off.
Total Variance
$
(25.0
)
$
(3.0
)

2023 SC NOI Guidance
$
418.0

$
440.0


% Variance

(5.6
)%

(0.7
)%

Reconciliation of GAAP Earnings Per Share to 2023 FFO, as Adjusted, Per Share:



Low


High

Expected diluted earnings per common share

$
(3.20
)

$
(2.58
)
Depreciation and amortization


7.16



7.16

Debt discount accretion, net of noncontrolling interests' share


1.89



1.89

Expected FFO, as adjusted, per diluted, fully converted common share

$
5.85


$
6.47

2023 Estimate of Capital Items:

Low

High

2023 Estimated deferred maintenance/tenant allowances

$40 million

$55 million

2023 Estimated development/redevelopment expenditures

$15 million

$22 million

2023 Estimated principal amortization (including est. term loan ECF)

$75 million

$85 million

Total Estimate

$130 million

$162 million

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com .

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership.

In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 10 of this news release for a description of these adjustments.

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

The Company computes NOI based on the Operating Partnership’s pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income (loss) is located at the end of this earnings release.

Pro Rata Share of Debt

The Company presents debt based on the carrying value of its pro rata ownership share (including the carrying value of the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.

Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.

Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts)


Successor



Predecessor



Three Months Ended December 31,


Period from November 1, through December 31,



Period from October 1, through October 31,



2022


2021



2021

REVENUES:










Rental revenues

$
143,441


$
103,252



$
45,892

Management, development and leasing fees


1,820



1,500




755

Other


4,350



4,094




1,263

Total revenues


149,611



108,846




47,910

EXPENSES:










Property operating


(23,080
)


(15,258
)



(7,492
)
Depreciation and amortization


(61,841
)


(49,504
)



(16,483
)
Real estate taxes


(14,550
)


(9,598
)



(5,169
)
Maintenance and repairs


(11,417
)


(7,581
)



(3,440
)
General and administrative


(16,066
)


(9,175
)



(5,779
)
Loss on impairment


—



—




(26,439
)
Litigation settlement


122



118




43

Other


—



(3
)



(354
)
Total expenses


(126,832
)


(91,001
)



(65,113
)
OTHER INCOME (EXPENSES):










Interest and other income


3,722



510




16

Interest expense


(33,914
)


(195,488
)



(6,947
)
Gain on extinguishment of debt


7,344



—




—

Gain on deconsolidation


—



19,126




—

Gain (loss) on sales of real estate assets


1,798



(3
)



3,695

Reorganization items, net


36



(1,403
)



(383,148
)
Income tax (provision) benefit


(328
)


5,885




(856
)
Equity in earnings (losses) of unconsolidated affiliates


3,488



797




(1,248
)
Total other expenses


(17,854
)


(170,576
)



(388,488
)
Net income (loss)


4,925



(152,731
)



(405,691
)
Net (income) loss attributable to noncontrolling interests in:










Operating Partnership


—



—




460

Other consolidated subsidiaries


(2,003
)


1,186




11,969

Net income (loss) attributable to the Company


2,922



(151,545
)



(393,262
)
Dividends allocable to unvested restricted stock


(2,111
)


—




—

Net income (loss) attributable to common shareholders

$
811


$
(151,545
)


$
(393,262
)
Basic and diluted per share data attributable to common shareholders:










Net income (loss) attributable to common shareholders

$
0.03


$
(7.50
)


$
(1.99
)
Weighted-average common and potential dilutive common shares outstanding


30,999



20,208




197,625

Consolidated Statements of Operations (Unaudited; in thousands, except per share amounts)


Successor



Predecessor



Year Ended December 31,


Period from November 1, through December 31,



Period from January 1, through October 31,



2022


2021



2021

REVENUES:










Rental revenues

$
542,247


$
103,252



$
450,922

Management, development and leasing fees


7,158



1,500




5,642

Other


13,606



4,094




11,465

Total revenues


563,011



108,846




468,029

EXPENSES:





—





Property operating


(92,126
)


(15,258
)



(72,735
)
Depreciation and amortization


(256,310
)


(49,504
)



(158,574
)
Real estate taxes


(57,119
)


(9,598
)



(50,787
)
Maintenance and repairs


(42,485
)


(7,581
)



(32,487
)
General and administrative


(67,215
)


(9,175
)



(43,160
)
Loss on impairment


(252
)


—




(146,781
)
Litigation settlement


304



118




932

Other


(834
)


(3
)



(745
)
Total expenses


(516,037
)


(91,001
)



(504,337
)
OTHER INCOME (EXPENSES):





—





Interest and other income


4,938



510




2,055

Interest expense


(217,342
)


(195,488
)



(72,415
)
Gain on extinguishment of debt


7,344



—




—

Gain on deconsolidation


36,250



19,126




55,131

Loss on available-for-sale securities


(39
)


—




—

Gain (loss) on sales of real estate assets


5,345



(3
)



12,187

Reorganization items, net


298



(1,403
)



(435,162
)
Income tax (provision) benefit


(3,079
)


5,885




(1,078
)
Equity in earnings (losses) of unconsolidated affiliates


19,796



797




(10,823
)
Total other expenses


(146,489
)


(170,576
)



(450,105
)
Net loss


(99,515
)


(152,731
)



(486,413
)
Net loss attributable to noncontrolling interests in:










Operating Partnership


34



—




2,473

Other consolidated subsidiaries


5,999



1,186




13,313

Net loss attributable to the Company


(93,482
)


(151,545
)



(470,627
)
Dividends allocable to unvested restricted stock


(2,537
)


—




—

Net loss attributable to common shareholders

$
(96,019
)

$
(151,545
)


$
(470,627
)
Basic and diluted per share data attributable to common shareholders:










Net loss attributable to common shareholders

$
(3.20
)

$
(7.50
)


$
(2.39
)
Weighted-average common and potential dilutive common shares outstanding


30,046



20,208




196,591

The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows: (in thousands, except per share data)










Successor



Predecessor



Three Months Ended December 31,


Period from November 1, through December 31,



Period from October 1, through October 31,



2022


2021



2021

Net income (loss) attributable to common shareholders

$
811


$
(151,545
)


$
(393,262
)
Noncontrolling interest in loss of Operating Partnership


—



—




(460
)
Dividends allocable to unvested restricted stock


2,111



—




—

Depreciation and amortization expense of:










Consolidated properties


61,841



49,504




16,483

Unconsolidated affiliates


(191
)


9,847




4,660

Non-real estate assets


(526
)


(132
)



(145
)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries


(832
)


(622
)



(191
)
Loss on impairment, net of noncontrolling interests' share


—



—




15,704

Gain on depreciable property, net of taxes


—



(20
)



(3,054
)
FFO allocable to Operating Partnership common unitholders


63,214



(92,968
)



(360,265
)
Debt discount accretion, net of noncontrolling interests' share ⁽¹⁾


22,131



184,637




—

Adjustment for unconsolidated affiliates with negative investment ⁽²⁾


(1,522
)


(4,574
)



—

Senior secured notes fair value adjustment ⁽³⁾


—



395




—

Litigation settlement ⁽⁴⁾


(122
)


(118
)



(43
)
Non-cash default interest expense ⁽⁵⁾


(9,148
)


(6,471
)



3,107

Gain on deconsolidation ⁽⁶⁾


—



(19,126
)



—

Reorganization items, net of noncontrolling interests' share ⁽⁷⁾


(36
)


1,403




400,364

Gain on extinguishment of debt ⁽⁸⁾


(7,344
)


—




—

FFO allocable to Operating Partnership common unitholders, as adjusted

$
67,173


$
63,178



$
43,163

FFO per diluted share

$
1.99


$
(4.60
)




FFO, as adjusted, per diluted share

$
2.11


$
3.12





Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted


31,840



20,219

(1)
In conjunction with fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted as additional interest expense over the terms of the respective mortgage notes payable using the effective interest method.
(2)
Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero.
(3)
Represents the fair value adjustment recorded on the senior secured notes as interest expense.
(4)
Represents a credit to litigation settlement expense in each Successor and Predecessor period related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.
(5)
The three month Successor period ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021 includes the reversal of default interest expense when waivers or forbearance agreements were obtained, as well as default interest on loans past their maturity. The Predecessor period from October 1, 2021 through October 31, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing bankruptcy, as well as loans secured by properties that were in default due to the Company filing bankruptcy.
(6)
During the Successor period from November 1, 2021 through December 31, 2021, the Successor Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process.
(7)
For the three month Successor period ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021, reorganization items, net, represents costs incurred subsequent to the Company filing the chapter 11 cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees expensed in accordance with ASC 852. For the Predecessor period from October 1, 2021 through October 31, 2021 reorganization items represent adjustments related to the fair value of the Successor Company, adjustments related to the write off of the Predecessor Company’s debt and the issuance of new debt of the Successor Company, as well as costs incurred subsequent to the Company filing the chapter 11 cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees.
(8)
The three month Successor period ended December 31, 2022 includes a gain on extinguishment of debt related to the loan secured by The Outlet Shoppes at Gettysburg, which was modified and the modification was accounted for as an extinguishment for accounting purposes.

The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows: (in thousands, except per share data)


Successor



Predecessor



Year Ended December 31,


Period from November 1, through December 31,



Period from January 1, through October 31,



2022


2021



2021

Net loss attributable to common shareholders

$
(96,019
)

$
(151,545
)


$
(470,627
)
Noncontrolling interest in loss of Operating Partnership


(34
)


—




(2,473
)
Dividends allocable to unvested restricted stock


2,537



—




—

Depreciation and amortization expense of:










Consolidated properties


256,310



49,504




158,574

Unconsolidated affiliates


20,813



9,847




45,126

Non-real estate assets


(1,050
)


(132
)



(1,593
)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries


(3,498
)


(622
)



(1,901
)
Loss on impairment, net of taxes and noncontrolling interests' share


186



—




136,046

Gain on depreciable property, net of taxes


(629
)


(20
)



(7,890
)
FFO allocable to Operating Partnership common unitholders


178,616



(92,968
)



(144,738
)
Debt discount accretion, net of noncontrolling interests' share ⁽¹⁾


176,055



184,637




—

Adjustment for unconsolidated affiliates with negative investment ⁽²⁾


(37,645
)


(4,574
)



—

Senior secured notes fair value adjustment ⁽³⁾


(395
)


395




—

Litigation settlement ⁽⁴⁾


(304
)


(118
)



(932
)
Non-cash default interest expense ⁽⁵⁾


(28,953
)


(6,471
)



35,072

Gain on deconsolidation ⁽⁶⁾


(36,250
)


(19,126
)



(55,131
)
Loss on available-for-sale securities


39



—




—

Reorganization items, net of noncontrolling interests' share ⁽⁷⁾


(298
)


1,403




452,378

Gain on extinguishment of debt ⁽⁸⁾


(7,344
)


—




—

FFO allocable to Operating Partnership common unitholders, as adjusted

$
243,521


$
63,178



$
286,649

FFO per diluted share

$
5.78


$
(4.60
)




FFO, as adjusted, per diluted share

$
7.88


$
3.12





Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted


30,888



20,219

(1)
In conjunction with fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted as additional interest expense over the terms of the respective mortgage notes payable using the effective interest method.
(2)
Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero.
(3)
Represents the fair value adjustment recorded on the senior secured notes as interest expense.
(4)
Represents a credit to litigation settlement expense in each Successor and Predecessor period related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.
(5)
The Successor year ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021 includes the reversal of default interest expense when waivers or forbearance agreements were obtained, as well as default interest on loans past their maturity. The Predecessor period from January 1, 2021 through October 31, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing bankruptcy, as well as loans secured by properties that were in default due to the Company filing bankruptcy.
(6)
For the Successor year ended December 31, 2022, the Successor Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the Successor period from November 1, 2021 through December 31, 2021, the Successor Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the Predecessor period from January 1, 2021 through October 31, 2021, the Predecessor Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.
(7)
For the Successor year ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021, reorganization items, net, represents costs incurred subsequent to the Company filing the chapter 11 cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees expensed in accordance with ASC 852. For the Predecessor period from January 1, 2021 through October 31, 2021 reorganization items represent adjustments related to the fair value of the Successor Company, adjustments related to the write off of the Predecessor Company’s debt and the issuance of new debt of the Successor Company, as well as costs incurred subsequent to the Company filing the chapter 11 cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees.
(8)
The Successor year ended December 31, 2022 includes a gain on extinguishment of debt related to the loan secured by The Outlet Shoppes at Gettysburg, which was modified and the modification was accounted for as an extinguishment for accounting purposes.



Successor



Three Months Ended December 31,


For the Period November 1, through December 31,



2022


2021

Diluted EPS attributable to common shareholders

$
0.03


$
(7.50
)
Add amounts per share included in FFO:






Unvested restricted stock


0.08



—

Eliminate amounts per share excluded from FFO:






Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests


1.88



2.90

FFO per diluted share

$
1.99


$
(4.60
)



Successor



Year Ended December 31,


For the Period November 1, through December 31,



2022


2021

Diluted EPS attributable to common shareholders

$
(3.20
)

$
(7.50
)
Add amounts per share included in FFO:






Unvested restricted stock


0.16



—

Eliminate amounts per share excluded from FFO:






Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests


8.83



2.90

Loss on impairment, net of taxes


0.01



—

Gain on depreciable property, net of taxes


(0.02
)


—

FFO per diluted share

$
5.78


$
(4.60
)



Successor



Predecessor



Three Months Ended December 31,


For the Period November 1, through December 31,



For the Period October 1, through October 31,



2022


2021



2021

SUPPLEMENTAL FFO INFORMATION:










Lease termination fees

$
1,095


$
3,597



$
1,518












Straight-line rental income adjustment

$
3,140


$
1,361



$
(901
)











Gain (loss) on outparcel sales

$
2,132


$
(23
)


$
(1
)











Net amortization of acquired above- and below-market leases

$
(4,286
)

$
(3,291
)


$
40












Income tax (provision) benefit

$
(328
)

$
5,885



$
(856
)











Abandoned projects expense

$
—


$
(3
)


$
(354
)











Interest capitalized

$
87


$
221



$
101












Estimate of uncollectable revenues

$
866


$
(782
)


$
(2,007
)



Successor



Predecessor



Year Ended December 31,


For the Period November 1, through December 31,



For the Period January 1, through October 31,



2022


2021



2021

SUPPLEMENTAL FFO INFORMATION:










Lease termination fees

$
5,115


$
3,597



$
4,843












Straight-line rental income adjustment

$
12,540


$
1,361



$
(2,051
)











Gain (loss) on outparcel sales, net of taxes

$
5,712


$
(23
)


$
3,584












Net amortization of acquired above- and below-market leases

$
(20,773
)

$
(3,291
)


$
225












Income tax (provision) benefit

$
(3,079
)

$
5,885



$
(1,078
)











Abandoned projects expense

$
(834
)

$
(3
)


$
(745
)











Interest capitalized

$
618


$
221



$
133












Estimate of uncollectable revenues

$
4,920


$
(782
)


$
(6,046
)













Successor







Year Ended December 31,


Year Ended December 31,







2022


2021





Straight-line rent receivable

$
15,600


$
2,452

Same-center Net Operating Income (Dollars in thousands)










Successor



Predecessor



Three Months Ended December 31,


For the Period November 1, through December 31,



For the Period October 1, through October 31,



2022


2021



2021

Net income (loss)

$
4,925


$
(152,731
)


$
(405,691
)
Adjustments:










Depreciation and amortization


61,841



49,504




16,483

Depreciation and amortization from unconsolidated affiliates


(191
)


9,847




4,660

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries


(832
)


(622
)



(191
)
Interest expense


33,914



195,488




6,947

Interest expense from unconsolidated affiliates


22,877



11,425




3,507

Noncontrolling interests' share of interest expense in other consolidated subsidiaries


(177
)


(1,464
)



(282
)
Abandoned projects expense


—



3




354

(Gain) loss on sales of real estate assets


(1,798
)


3




(3,695
)
Gain on sales of real estate assets of unconsolidated affiliates


(374
)


—




—

Adjustment for unconsolidated affiliates with negative investment


(1,522
)


(4,574
)



—

Gain on deconsolidation


—



(19,126
)



—

Loss on impairment, net of noncontrolling interests' share


—



—




15,704

Litigation settlement


(122
)


(118
)



(43
)
Reorganization items, net of noncontrolling interests' share


(36
)


1,403




400,364

Income tax provision (benefit)


328



(5,885
)



856

Lease termination fees


(1,095
)


(3,597
)



(1,518
)
Straight-line rent and above- and below-market lease amortization


1,146



1,930




861

Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries


(2,003
)


1,186




11,969

General and administrative expenses


16,066



9,175




5,779

Management fees and non-property level revenues


(9,979
)


(2,801
)



(19,462
)
Operating Partnership's share of property NOI


122,968



89,046




36,602

Non-comparable NOI


(2,542
)


(3,228
)



(923
)
Total same-center NOI ⁽¹⁾

$
120,426


$
85,818



$
35,679

(1)

CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of December 31, 2022, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending December 31, 2022. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender. Same-center NOI of the Successor company was $120,426 for the three months ended December 31, 2022. Same-center NOI of the Successor company for the period from November 1, 2021 through December 31, 2021 was $85,818. Same-center NOI of the Predecessor company for the period from October 1, 2021 through October 31, 2021 was $35,679. Same-center NOI of the Successor company was 0.9% lower for the three months ended December 31, 2022.

Same-center Net Operating Income (Dollars in thousands)










Successor



Predecessor



Year Ended December 31,


For the Period November 1, through December 31,



For the Period January 1, through October 31,



2022


2021



2021

Net loss

$
(99,515
)

$
(152,731
)


$
(486,413
)
Adjustments:










Depreciation and amortization


256,310



49,504




158,574

Depreciation and amortization from unconsolidated affiliates


20,813



9,847




45,126

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries


(3,498
)


(622
)



(1,901
)
Interest expense


217,342



195,488




72,415

Interest expense from unconsolidated affiliates


88,331



11,425




34,514

Noncontrolling interests' share of interest expense in other consolidated subsidiaries


(7,960
)


(1,464
)



(2,790
)
Abandoned projects expense


834



3




745

(Gain) loss on sales of real estate assets


(5,345
)


3




(12,187
)
Gain on sales of real estate assets of unconsolidated affiliates


(1,036
)


—




(70
)
Adjustment for unconsolidated affiliates with negative investment


(37,645
)


(4,574
)



—

Gain on deconsolidation


(36,250
)


(19,126
)



(55,131
)
Loss on available-for-sale securities


39



—




—

Loss on impairment, net of noncontrolling interests' share


252



—




136,046

Litigation settlement


(304
)


(118
)



(932
)
Reorganization items, net of noncontrolling interests' share


(298
)


1,403




452,378

Income tax provision (benefit)


3,079



(5,885
)



1,078

Lease termination fees


(5,115
)


(3,597
)



(4,843
)
Straight-line rent and above- and below-market lease amortization


8,233



1,930




1,826

Net loss attributable to noncontrolling interests in other consolidated subsidiaries


5,999



1,186




13,313

General and administrative expenses


67,215



9,175




43,160

Management fees and non-property level revenues


(11,777
)


(2,801
)



(26,604
)
Operating Partnership's share of property NOI


459,704



89,046




368,304

Non-comparable NOI


(16,345
)


(3,228
)



(15,264
)
Total same-center NOI ⁽¹⁾

$
443,359


$
85,818



$
353,040

(1)

Same-center Net Operating Income (Continued)


Successor



Predecessor



Three Months Ended December 31,


For the Period November 1, through December 31,



For the Period October 1, through October 31,



2022


2021



2021

Malls

$
86,129


$
62,824



$
25,180

Outlet centers


5,030



3,120




1,433

Lifestyle centers


10,161



7,053




3,091

Open-air centers


13,423



8,868




4,236

Outparcels and other


5,683



3,953




1,739

Total same-center NOI ⁽¹⁾

$
120,426


$
85,818



$
35,679



Successor



Predecessor



Year Ended December 31,


For the Period November 1, through December 31,



For the Period January 1, through October 31,



2022


2021



2021

Malls

$
313,098


$
62,824



$
250,983

Outlet centers


18,480



3,120




13,613

Lifestyle centers


36,685



7,053




28,350

Open-air centers


53,215



8,868




42,166

Outparcels and other


21,881



3,953




17,928

Total same-center NOI ⁽¹⁾

$
443,359


$
85,818



$
353,040

(1)

Company's Share of Consolidated and Unconsolidated Debt (Dollars in thousands)






As of December 31, 2022



Fixed Rate


Variable Rate


Total per Debt Schedule


Unamortized Deferred Financing Costs


Unamortized Debt Discounts ⁽¹⁾


Total

Consolidated debt

$
1,023,634


$
1,065,942


$
2,089,576


$
(17,101
)

$
(72,289
)

$
2,000,186

Noncontrolling interests' share of consolidated debt


(25,420
)


(13,387
)


(38,807
)


317



7,448



(31,042
)
Company's share of unconsolidated affiliates' debt


621,642



71,584



693,226



(2,142
)


—



691,084

Company's share of consolidated and unconsolidated debt

$
1,619,856


$
1,124,139


$
2,743,995


$
(18,926
)

$
(64,841
)

$
2,660,228

Weighted-average interest rate


4.83
%


7.10
%


5.76
%






























As of December 31, 2021



Fixed Rate


Variable Rate


Total per Debt Schedule


Unamortized Deferred Financing Costs


Unamortized Debt Discounts ⁽¹⁾


Total

Consolidated debt

$
1,461,927


$
947,002


$
2,408,929


$
(1,567
)

$
(199,153
)

$
2,208,209

Noncontrolling interests' share of consolidated debt


(29,381
)


—



(29,381
)


—



13,519



(15,862
)
Company's share of unconsolidated affiliates' debt


612,322



90,691



703,013



(1,971
)


—



701,042

Other debt ⁽²⁾


92,072



—



92,072



—



—



92,072

Company's share of consolidated, unconsolidated and other debt

$
2,136,940


$
1,037,693


$
3,174,633


$
(3,538
)

$
(185,634
)

$
2,985,461

Weighted-average interest rate


5.84
%


3.63
%


5.12
%

(1)

In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing debt discounts upon emergence from bankruptcy. The debt discounts are accreted over the term of the respective debt using the effective interest method.

(2)

Represents the outstanding loan balance for properties that were deconsolidated due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

Consolidated Balance Sheets (Unaudited; in thousands, except share data)


December 31,



2022


2021

ASSETS






Real estate assets:






Land

$
596,715


$
599,283

Buildings and improvements


1,198,597



1,173,106




1,795,312



1,772,389

Accumulated depreciation


(136,901
)


(19,939
)



1,658,411



1,752,450

Developments in progress


5,576



16,665

Net investment in real estate assets


1,663,987



1,769,115

Cash and cash equivalents


44,718



169,554

Available-for-sale securities - at fair value (amortized cost of $293,476 and $149,999 as of December 31, 2022 and 2021, respectively)


292,422



149,996

Receivables:






Tenant


40,620



25,190

Other


3,876



4,793

Investments in unconsolidated affiliates


77,295



103,655

In-place leases, net


247,497



384,705

Above market leases, net


171,265



234,286

Intangible lease assets and other assets


136,563



104,685



$
2,678,243


$
2,945,979

LIABILITIES AND EQUITY






Mortgage and other indebtedness, net

$
2,000,186


$
1,813,209

10% senior secured notes - at fair value (carrying amount of $395,000 as of December 31, 2021)


—



395,395

Below market leases, net


110,616



151,871

Accounts payable and accrued liabilities


200,312



184,404

Total liabilities


2,311,114



2,544,879

Shareholders' equity:






Common stock, $.001 par value, 200,000,000 shares authorized, 31,780,109 and 20,774,716 issued and outstanding in 2022 and 2021, respectively


32



21

Additional paid-in capital


710,497



547,726

Accumulated other comprehensive loss


(1,054
)


(3
)
Accumulated deficit


(338,934
)


(151,545
)
Total shareholders' equity


370,541



396,199

Noncontrolling interests


(3,412
)


4,901

Total equity


367,129



401,100



$
2,678,243


$
2,945,979

View source version on businesswire.com: https://www.businesswire.com/news/home/20230221005337/en/

Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com

Company Name:	CBL & Associates Properties Inc.
Stock Symbol:	CBL
Market:	NYSE
Website:	cblproperties.com

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