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CBL& Associates Properties (CBL)

Filed: 8 Apr 21, 5:20pm
0000910612 srt:ChiefExecutiveOfficerMember us-gaap:PerformanceSharesMember 2020-02-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)

COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP)

 

CBL & ASSOCIATES PROPERTIES, INC.

CBL & ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware (CBL & Associates Properties, Inc.)

Delaware (CBL & Associates Limited Partnership)

(State or Other Jurisdiction of Incorporation or Organization)

 

62-1545718

62-1542285

(I.R.S. Employer Identification No.)

 

 

 

2030 Hamilton Place Blvd., Suite 500

Chattanooga, TN

 

37421

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    423.855.0001

Securities registered pursuant to Section 12(b) of the Act:

CBL & Associates Properties, Inc.:

 

Securities registered under Section 12(b) of the Act:

 

Title of each Class

 

Trading

Symbol(s)

 

Name of each exchange on

which registered

Common Stock, $0.01 par value

 

CBLAQ

 

 *

7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10th fractional share)

 

CBLDQ

 

*

6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value (represented by depositary shares each representing a 1/10th fractional share)

 

CBLEQ

 

*

*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 on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. Since November 3, 2020, the Company’s common stock and such depositary shares are currently trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the respective trading symbols listed in the preceding table.

CBL & Associates Limited Partnership: None

Securities registered pursuant to Section 12(g) of the Act:

CBL & Associates Properties, Inc.: None

CBL & Associates Limited Partnership: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 


 

 

CBL & Associates Properties, Inc.

 

  Yes     

No  

CBL & Associates Limited Partnership

 

  Yes     

No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

CBL & Associates Properties, Inc.

 

  Yes     

No  

CBL & Associates Limited Partnership

 

  Yes     

No  

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

CBL & Associates Properties, Inc.

 

  Yes      

No  

CBL & Associates Limited Partnership

 

  Yes      

No  

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

CBL & Associates Properties, Inc.

 

  Yes      

No  

CBL & Associates Limited Partnership

 

  Yes      

No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

CBL & Associates Properties, Inc.

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller Reporting Company

 

Emerging growth company

 

 

 

 

 

 

 

 

 

 

 

 

CBL & Associates Limited Partnership

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller Reporting Company

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.

 

CBL & Associates Properties, Inc.

 

  Yes      

No  

CBL & Associates Limited Partnership

 

  Yes      

No  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

CBL & Associates Properties, Inc.

 

  Yes     

No 

CBL & Associates Limited Partnership

 

  Yes     

No 

 

The aggregate market value of the 172,054,512 shares of CBL & Associates Properties, Inc.'s common stock held by non-affiliates of the registrant as of June 30, 2020 was $46,454,718, based on the closing price of $0.27 per share on the New York Stock Exchange on June 30, 2020. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

As of April 1, 2021, 196,458,778 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference in Part III.

 


 

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2020 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. 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. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

As previously disclosed in the Current Report on Form 8-K filed on November 2, 2020 by CBL & Associates Properties, Inc. together with its majority owned subsidiary, CBL & Associates Limited Partnership, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”), commenced the filing of 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”) beginning on November 1, 2020. The Debtors have filed a series of motions with the Bankruptcy Court that, as granted, enable the Debtors to maintain their operations in the ordinary course of business.

The Company is a real estate investment trust ("REIT") whose stock was traded on the New York Stock Exchange (“NYSE”) prior to the NYSE’s announcement on November 2, 2020, that it had suspended trading in the Company’s stock due to “abnormally low” trading price levels and had determined to commence proceedings to delist the Company’s stock. As discussed further under “Listing Criteria” in Note 2 herein, the Company has appealed this decision in accordance with NYSE rules, and in the meantime the Company’s stock is trading on the OTC Markets, operated by the OTC Markets Group, Inc. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At December 31, 2020, 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 96.5% limited partner interest for a combined interest held by the Company of 97.5%.

As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.

We believe that combining the two annual reports on Form 10-K for the Company and the Operating Partnership provides the following benefits:

 

 

enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;

 

eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

 

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

 


 

In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:

 

consolidated financial statements;

 

certain accompanying notes to consolidated financial statements, including Note 3 - Summary of Significant Accounting Policies, Note 9 - Mortgage and Other Indebtedness, Net, Note 10 - Shareholders' Equity and Partners' Capital and Note 11 - Redeemable Interests and Noncontrolling Interests;

 

information concerning unregistered sales of equity securities and use of proceeds in Item 5 of Part II of this report;

 

controls and procedures in Item 9A of Part II of this report; and

 

certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

Number

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

1

 

 

 

PART I

 

 

 

 

1.

Business

3

1A.

Risk Factors

10

1B.

Unresolved Staff Comments

35

2.

Properties

35

3.

Legal Proceedings

50

4.

Mine Safety Disclosures

50

 

 

 

PART II

 

 

 

 

5.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

51

6.

Selected Financial Data

51

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

52

7A.

Quantitative and Qualitative Disclosures About Market Risk

78

8.

Financial Statements and Supplementary Data

79

9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

79

9A.

Controls and Procedures

79

9B.

Other Information

83

 

 

 

PART III

 

 

 

 

10.

Directors, Executive Officers and Corporate Governance

84

11.

Executive Compensation

84

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

84

13.

Certain Relationships and Related Transactions, and Director Independence

84

14.

Principal Accounting Fees and Services

84

 

 

 

PART IV

 

 

 

 

15.

Exhibits, Financial Statement Schedules

85

16.

Form 10-K Summary

85

Index to Exhibits

161

Signatures

169

 

 

 

 


 

Cautionary Statement Regarding Forward-Looking Statements  

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report. 

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. Currently, a significant factor that could cause actual outcomes to differ materially from our forward-looking statements is the impact of the risks and uncertainties associated with the Chapter 11 process on our operations and ability to develop and execute the Company’s business plans, and to satisfy the conditions and milestones applicable under an amended and restated Restructuring Support Agreement (the “Amended RSA”), for the duration of the Chapter 11 Cases. Another significant factor that could cause actual outcomes to differ materially from our forward-looking statements is the adverse effect of the COVID-19 pandemic, and state and/or local regulatory responses to control it, on our financial condition, operating results and cash flows, our tenants and their customers, the real estate market in which we operate, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the direct and indirect economic effects of the pandemic and containment measures, and potential changes in consumer behavior, among others. In addition to the risk factors discussed in Part I, Item 1A of this report, and those factors noted above, such known risks and uncertainties include, without limitation:

 

general industry, economic and business conditions;

 

the impact of the risks and uncertainties associated with the Chapter 11 process on our operations and ability to develop and execute the Company’s business plans, and to satisfy the conditions and milestones applicable under the Amended RSA, for the duration of the Chapter 11 Cases;

 

interest rate fluctuations;

 

costs and availability of capital, including debt, and capital requirements;

 

suspension of trading or delisting of our common stock and/or depositary shares representing interests in our Series D Preferred Stock and Series E Preferred Stock, from the NYSE;

 

costs and availability of real estate;

 

inability to consummate acquisition opportunities and other risks associated with acquisitions;

 

competition from other companies and retail formats;

 

changes in retail demand and rental rates in our markets;

 

shifts in customer demands including the impact of online shopping;

 

tenant bankruptcies or store closings;

 

changes in vacancy rates at our Properties;

 

changes in operating expenses;

 

changes in applicable laws, rules and regulations;

 

disposition of real property;

 

uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the recent COVID-19 pandemic;

 

cyber-attacks or acts of cyber-terrorism;

 

the withdrawal that occurred during 2020 of the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;

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the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and

 

other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

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PART I

ITEM 1. BUSINESS  

Background

CBL & Associates Properties, Inc. (“CBL”) was organized on July 13, 1993, as a Delaware corporation, to acquire substantially all of the real estate properties owned by CBL & Associates, Inc., which was formed by Charles B. Lebovitz in 1978, and by certain of its related parties. On November 3, 1993, CBL completed an initial public offering (the “Offering”). Simultaneously with the completion of the Offering, CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively, “CBL’s Predecessor”) transferred substantially all of their interests in its real estate properties to CBL & Associates Limited Partnership (the “Operating Partnership”) in exchange for common units of limited partner interest in the Operating Partnership. The interests in the Operating Partnership contain certain conversion rights that are more fully described in Note 10 to the consolidated financial statements. The terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the context requires. 

Developments since January 1, 2020

Voluntary Reorganization under Chapter 11

Beginning on November 1, 2020 (the “Commencement Date”), the Debtors commenced the filing of the Chapter 11 Cases. The Debtors are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, the Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re CBL & Associates Properties, Inc., et al., Case No. 20-35226Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at https://dm.epiq11.com/case/cblproperties/dockets.

We are currently operating our business as debtors-in-possession in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. After we filed our Chapter 11 petitions, the Bankruptcy Court granted certain relief requested by the Debtors enabling us to conduct our business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing us to pay employee wages and benefits, to pay taxes and certain governmental fees and charges, to continue to operate our cash management system in the ordinary course, and to pay the prepetition claims of certain of our service providers. For goods and services provided following the Commencement Date, we intend to pay service providers in the ordinary course.

Subject to certain exceptions, under the Bankruptcy Code, the filing of the Chapter 11 Cases automatically enjoined, or stayed, the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover, collect or secure a claim arising prior to the Commencement Date. Accordingly, although the filing of the Chapter 11 Cases triggered defaults under the Debtors’ funded debt obligations, creditors are stayed from taking any actions against the Debtors as a result of such defaults, subject to certain limited exceptions permitted by the Bankruptcy Code. Absent an order of the Bankruptcy Court, substantially all the Debtors’ prepetition liabilities are subject to settlement under the Bankruptcy Code.

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 have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. Due to the Chapter 11 Cases, however, the creditors’ ability to exercise remedies against the Debtors under their respective credit agreements and debt instruments was stayed as of the date of the Chapter 11 petition and continues to be stayed.

As further detailed in the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2021, after engaging in negotiations in a Bankruptcy Court-ordered mediation, on March 21, 2021 (the “Agreement Effective Date”), the Company entered into the Amended 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”) in excess of 69% (including joinders) of the aggregate principal amount of the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”), 4.60% senior unsecured notes due 2024 (the “2024 Notes”) and 5.95% senior unsecured notes due 2026 (the “2026 Notes,” and collectively with the 2023 Notes and the 2024 Notes, the “Notes”) and certain lenders party to the Company’s secured credit facility who hold in the aggregate in excess of 96% (including joinders) of the aggregate outstanding principal amount of debt under the secured credit facility (the “Consenting Bank Lenders” and together with the Consenting Noteholders, the “Consenting Stakeholders”). The Amended RSA amends and restates that

3


 

certain Restructuring Support Agreement, dated as of August 18, 2020 (the “Original RSA”), by and between the Company and the Consenting Noteholders and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the “Restructuring Transactions”) set forth in the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the “Plan Term Sheet”). The Amended RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases (the “Amended Plan”).

The Amended RSA requires that the Company file the Amended Plan and related disclosure statement no later than 25 days after the Agreement Effective Date and under the Amended RSA we must seek to have the Amended Plan confirmed and declared effective no later than November 1, 2021. Before a Bankruptcy Court will confirm the Amended Plan, the Bankruptcy Code requires at least one “impaired” class of claims votes to accept the Amended Plan. A class of claims votes to “accept” the Amended Plan if voting creditors that hold a majority in number and two-thirds in amount of claims in that class approve the Amended Plan. The Amended RSA requires the Consenting Stakeholders vote in favor of and support the Amended Plan. As of the date hereof, the Consenting Bank Lenders and Consenting Noteholders each represent the requisite amount of claims necessary to accept the Amended Plan in each of their respective classes. For the foregoing reasons, among others, the Debtors believe that they will be able to confirm the Amended Plan in the Chapter 11 Cases.

 

Under the Amended RSA, the proposed Amended Plan will provide for the elimination of more than $1.6 billion of debt and preferred obligations as well as a significant reduction in interest expense. In exchange for their approximately $1.375 billion in principal amount of senior unsecured notes and $133 million in principal amount of the secured credit facility, Consenting Noteholders and other noteholders will receive, in the aggregate, $95 million in cash, $555 million of new senior secured notes, of which up to $100 million, upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89% in common equity of the newly reorganized Company. Certain Consenting Noteholders will also provide up to $50 million of new money in exchange for additional convertible secured notes. The transactions outlined in the Amended RSA will be implemented in the Chapter 11 Cases and pursuant to the Amended Plan. The Amended RSA provides that the remaining Bank Lenders, holding $983.7 million in principal amount under the secured credit facility, will receive $100 million in cash and a new $883.7 million secured term loan. Existing common and preferred stakeholders are expected to receive up to 11% of common equity in the newly reorganized company. The Amended RSA is subject to Bankruptcy Court approval, which the Company will seek in accordance with the terms of the Amended RSA.  

 

We cannot predict the ultimate outcome of our Chapter 11 Cases at this time. For the duration of the Chapter 11 proceedings, the Company’s operations and ability to develop and execute its business plan are subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of the Company’s assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of the Company’s operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process.

Going Concern

Given the acceleration of the secured credit facility, the Notes and certain property-level debt, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and our ability to satisfy our financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date its consolidated financial statements are issued. The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Amended Plan set forth in the Amended RSA, which is pending approval of the Bankruptcy Court. Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated 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 our stock and (ii) it had determined to commence proceedings to delist our common stock, as well as the depositary shares each representing a 1/10th fractional share of our Series D Preferred Stock and the depositary shares each representing a 1/10th fractional share of our 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. We have appealed this decision in accordance with NYSE rules, and the appeal is still in process. In the meantime, effective November 3, 2020, our common stock and the

4


 

depositary shares representing fractional interests in our 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. A delisting of our common stock from the NYSE could negatively impact us by, among other things, reducing the trading liquidity of, and the market price for, our common stock.

COVID-19

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2020 for information on certain recent developments of the Company, including the impact of the COVID-19 pandemic

The Company’s Business

We are a self-managed, self-administered, fully integrated REIT. We own, develop, acquire, lease, manage, and operate regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office and other properties. Our Properties are located in 24 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all our business through the Operating Partnership, which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2020, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned an 96.5% limited partner interest in the Operating Partnership, for a combined interest held by us of 97.5%.

See Note 1 to the consolidated financial statements for information on our Properties as of December 31, 2020. As of December 31, 2020, we owned a mortgage on one Property, which is collateralized by assignment of 100% of the ownership interests in the underlying real estate and related improvements (the “Mortgage”). The Malls, All Other Properties ("Associated Centers, Community Centers, Office Buildings and Self-storage Facilities"), Properties under development ("Construction Properties") and Mortgage are collectively referred to as the “Properties” and individually as a “Property.”

We conduct our property management and development activities through CBL & Associates Management, Inc. (the “Management Company”) to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Operating Partnership owns 100% of the Management Company’s outstanding preferred stock and common stock.

The Management Company manages all but 14 of the Properties. Governor’s Square and Governor’s Square Plaza in Clarksville, TN, Kentucky Oaks Mall in Paducah, KY, Fremaux Town Center in Slidell, LA, Ambassador Town Center in Lafayette, LA, EastGate Mall - Self-Storage in Cincinnati, OH, Mid Rivers Mall – Self-Storage in St. Peters, MO, Hamilton Place – Self-Storage in Chattanooga, TN, Parkdale Mall – Self-Storage in Beaumont, TX, The Outlet Shoppes at El Paso in El Paso, TX, The Outlet Shoppes at Atlanta in Woodstock, GA and The Outlet Shoppes of the Bluegrass in Simpsonville, KY are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions. The Outlet Shoppes at Gettysburg in Gettysburg, PA and The Outlet Shoppes at Laredo in Laredo, TX are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services.

Rental revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at the Properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness, reduce outstanding balances on our indebtedness and for general corporate purposes. 

The following terms used in this Annual Report on Form 10-K will have the meanings described below:

 

GLA – refers to gross leasable area of space in square feet, including Anchors and Mall tenants.

 

Anchor – refers to a department store, other large retail store, non-retail space or theater greater than or equal to 50,000 square feet.

5


 

 

Junior Anchor - retail store, non-retail space or theater comprising more than 20,000 square feet and less than 50,000 square feet.

 

Freestanding – Property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.

 

Outparcel – land used for freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of the Properties.

Significant Markets and Tenants  

Top Five Markets

Our top five markets, based on percentage of total revenues, were as follows for the year ended December 31, 2020:

 

Market

 

Percentage of

Total Revenues

 

Chattanooga, TN

 

 

7.0

%

St. Louis, MO

 

 

6.1

%

Lexington, KY

 

 

5.1

%

Laredo, TX

 

 

5.0

%

Madison, WI

 

 

3.8

%

 

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2020:

 

 

 

Tenant

 

Number of

Stores

 

 

Square

Feet

 

 

Percentage

of Total

Revenues (1)

 

1

 

L Brands, Inc. (2)

 

 

117

 

 

 

691,349

 

 

 

3.96

%

2

 

Foot Locker, Inc.

 

 

106

 

 

 

502,473

 

 

 

3.55

%

3

 

Signet Jewelers Ltd. (3)

 

 

135

 

 

 

197,953

 

 

 

3.01

%

4

 

American Eagle Outfitters, Inc.

 

 

68

 

 

 

418,566

 

 

 

2.57

%

5

 

Dick's Sporting Goods, Inc. (4)

 

 

26

 

 

 

1,497,161

 

 

 

2.13

%

6

 

Genesco Inc. (5)

 

 

98

 

 

 

190,893

 

 

 

1.78

%

7

 

H & M Hennes & Mauritz AB

 

 

43

 

 

 

917,934

 

 

 

1.71

%

8

 

Luxottica Group S.P.A. (6)

 

 

96

 

 

 

218,393

 

 

 

1.49

%

9

 

Finish Line, Inc.

 

 

40

 

 

 

210,781

 

 

 

1.44

%

10

 

The Gap, Inc.

 

 

49

 

 

 

568,426

 

 

 

1.42

%

11

 

The Buckle, Inc.

 

 

42

 

 

 

217,042

 

 

 

1.37

%

12

 

Express Fashions

 

 

33

 

 

 

271,404

 

 

 

1.22

%

13

 

JC Penney Company, Inc. (7)

 

 

46

 

 

 

5,548,339

 

 

 

1.17

%

14

 

Cinemark Holdings, Inc.

 

 

9

 

 

 

467,190

 

 

 

1.16

%

15

 

Hot Topic, Inc.

 

 

99

 

 

 

231,890

 

 

 

1.15

%

16

 

Shoe Show, Inc.

 

 

40

 

 

 

492,682

 

 

 

1.14

%

17

 

Abercrombie & Fitch, Co.

 

 

35

 

 

 

234,204

 

 

 

1.03

%

18

 

Barnes & Noble Inc.

 

 

17

 

 

 

521,273

 

 

 

0.93

%

19

 

The Children's Place, Inc.

 

 

39

 

 

 

171,395

 

 

 

0.90

%

20

 

Claire's Stores, Inc.

 

 

77

 

 

 

96,868

 

 

 

0.88

%

21

 

Ulta Beauty, Inc.

 

 

24

 

 

 

248,947

 

 

 

0.82

%

22

 

Ascena Retail Group, Inc. (8)

 

 

49

 

 

 

260,546

 

 

 

0.74

%

23

 

Focus Brands (9)

 

 

71

 

 

 

49,898

 

 

 

0.72

%

24

 

Chick-fil-A, Inc.

 

 

34

 

 

 

56,114

 

 

 

0.70

%

25

 

Macy's Inc. (10)

 

 

30

 

 

 

4,179,850

 

 

 

0.70

%

 

 

 

 

 

1,423

 

 

 

18,461,571

 

 

 

37.69

%

 

(1)

Includes the Company's proportionate share of total revenues from unconsolidated affiliates based on the Company's ownership percentage in the respective joint venture and any other applicable terms.

(2)

L Brands, Inc. operates Bath & Body Works, PINK and Victoria's Secret.

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(3)

Signet Jewelers Limited operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zales, Peoples and Piercing Pagoda.

(4)

Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy, and Field & Stream.

(5)

Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Hat Zone, and Clubhouse.

(6)

Luxottica Group S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.

(7)

JC Penney Company, Inc. owns 28 of these stores.

(8)

Ascena Retail Group, Inc. operates Ann Taylor, Catherines, Justice, Dressbarn, Maurices, Lane Bryant, LOFT and Lou & Grey.

(9)

Focus Brands operates certain Auntie Anne’s, Cinnabon, Moe’s Southwest Grill and Planet Smoothie locations.

(10)

Macy’s, Inc. owns 18 of these stores.

 

Operating Strategy

Our primary objective is to maximize the long-term value of our company for all of our stakeholders by reducing debt, lowering our cost of capital and stabilizing and growing net operating income (“NOI”), total earnings before income taxes, depreciation and amortization for real estate ("EBITDAre") and cash flows through a variety of methods as further discussed below.

NOI is a non-GAAP measure. For a description of NOI, a reconciliation from net income (loss) to NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in “Results of Operations.”

Property Transformation Strategy

Since the formation of the predecessor company in 1978, we have built our portfolio with a strategy of owning dominant properties in dynamic and growing middle markets. Our properties play a vital role in the communities in which we are located. They serve as a center of commerce and large employment base. We are a valuable community member, partnering with local and regional organizations in civic engagements. Our properties also generate significant property and sales taxes that support programs in our communities. While the shifts in retail and, more recently, the impact of COVID-19, have had an effect on our business, we believe that our strong locations and continued implementation of our redevelopment and portfolio transformation strategy, as outlined below, will allow CBL to first stabilize and ultimately return to growth.

Our strategy of owning dominant properties in thriving markets has served the company well as CBL’s dominant locations generate significant demand from retail and non-retail users alike. This broad demand allows CBL to shift and evolve our portfolio as consumer preferences change. More recently, the rise of e-commerce and other changes have resulted in major shifts in the retail industry. Retailers, including many traditional department stores have culled their store base either proactively or through bankruptcy, closing brick-and-mortar retail stores. Several large anchor retailers, such as Sears and Bon-Ton, have liquidated the majority or all of their stores. While there is near term income loss and vacancy that results from the closures, we also utilize the closures as an opportunity to transform our traditional enclosed malls into a portfolio of dominant suburban town centers that offer a diversity of tenants and uses to enhance the experience and shopping conveniences for visitors. We began this strategy with our first major anchor redevelopment in 2013 and have grown the program in more recent years. While this strategy will take time to effect, we have already been successful in delivering an increasing number of non-retail uses to our properties such as hotels, residential facilities, medical facilities, offices and in 2020 we opened our first casino. While these uses and redevelopments can oftentimes demand significant capital, we have utilized several strategies such as land sales, ground leases, and joint ventures to mitigate the capital infusion while, at the same time, allowing us to effect transformational redevelopments. 

In order to support the transformation of our assets into suburban town centers, our leasing and redevelopment efforts are focused on matching the targeted tenancy to the unique demands and demographics of the local market. We aggressively lease our properties in order to maximize cash flows, improve occupancy and facilitate an optimal merchandising mix that attracts today’s consumer, all with the end goal of enhancing the value of our assets. As leases mature, we seek to renew leases at higher gross rents as compared to the previous lease where possible. For underperforming tenants, rather than allow the lease to terminate, we may elect to renew leases at the same or lower gross rents generally for a shorter lease term of three years or less to limit downtime and revenue loss. This strategy allows us to maintain occupancy and revenue while providing our leasing team the time to identify a potential replacement. Additionally, this strategy provides the tenant with the opportunity to improve operations and sales, and eventually renew at a higher gross rent at the end of their lease term. Our new leasing efforts are focused on a broadening array of non-retail as well as

7


 

successful retail uses including local, regional and national tenants. We have extensive existing relationships and continually canvas our markets as well as online sources for potential new relationships.  

Redevelopments represent situations where we capitalize on opportunities to increase the productivity of previously occupied space through aesthetic upgrades, re-tenanting and/or changing the use of the space. We may use all or only a portion of the prior-tenant square footage. Many times, redevelopments result from acquiring or regaining possession of Anchor space (such as former Sears and Bon-Ton stores) and re-leasing to a single user, subdividing it into multiple spaces or razing the building for new development. When evaluating a redevelopment project, we review the stand-alone cost and returns, co-tenancy, as well as the impact that the project and new tenant(s) is expected to have on the rest of the property including the aesthetic impact and improvements to traffic and sales.

See Liquidity and Capital Resources section for information on the projects completed during 2020 and under construction at December 31, 2020.

Specialty Leasing, Branding and Sponsorship

We pursue opportunities to generate ancillary revenues and activate our properties when space is available for shorter terms through temporary leases and license agreements, as well as sponsorships and branding and promotional activities. These programs allow us to maximize revenues in our centers during downtime between permanent leases, as well as monetize other aspects of the property.  

Management and Operations

We actively manage our properties including a focus on controlling operating costs while maintaining a high-quality customer experience. Where possible, we utilize national or regional contracts with vendors and service providers to generate cost and service efficiencies.

Active Portfolio Management and Asset Recycling

We actively manage our asset base with the goal of enhancing the overall quality and value of our portfolio. We regularly review our portfolio to identify assets that no longer fit our strategy or where we believe it appropriate to redeploy resources into higher growth opportunities. We also selectively acquire properties we believe can appreciate in value by increasing NOI through our redevelopment, leasing and management expertise. However, our primary focus at this time is on opportunities to acquire anchors at our Properties and utilize vacant land for future redevelopment and development uses.

Balance Sheet Strategy

Our balance sheet strategy is focused on reducing overall debt, extending our debt maturity schedule and lowering our overall cost of borrowings in order to limit maturity risk, improve net cash flow and enhance enterprise value. Beginning on November 1, 2020, the Debtors filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, in Houston, TX in order to implement a plan to recapitalize the Company, including restructuring portions of its debt.

We also pursue opportunities to improve the terms of our secured property-level, mortgage loans including seeking lower interest rates and longer terms. We are exploring refinancing opportunities in the open lending market, as appropriate, in addition to working with our current lenders toward favorable modifications of existing loans.

Green Building Practices/ESG

We are committed to reducing waste through the use of environmentally friendly materials, domestic products, and the implementation of green building practices in our new development projects, redevelopments and renovations. We have completed more than 60 energy efficiency projects across our portfolio that have resulted in more than 40 million kWh saved annually. We have active cardboard or plastic recycling programs at 30 centers across our portfolio and have building management systems at nearly every property. These programs are ongoing as we strive to find ways to enhance our commitment to being environmentally conscious. More information on our sustainability, social responsibility and community involvement initiatives is available on dedicated web pages at cblproperties.com/about. The information on our web site is not, and should not be considered, a part of this Form 10-K.

8


 

Environmental Matters

A discussion of the current effects and potential impacts on our business and Properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments and Our Business.”

Competition

The Properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our Properties face competition from discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks, the internet and other retail shopping developments. The extent of the retail and non-retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and social media campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both digital and traditional retailing channels.

Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, the Malls earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

Equity

Common Stock and Common Units

Our authorized common stock consists of 350,000,000 shares at $0.01 par value per share. We had 196,569,917 and 174,115,111 shares of common stock issued and outstanding as of December 31, 2020 and 2019, respectively. The Operating Partnership had 201,687,773 and 200,189,077 common units outstanding as of December 31, 2020 and 2019, respectively.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.01 par value per share. See Note 10 to the consolidated financial statements for a description of our outstanding cumulative redeemable preferred stock.

Financial Information about Segments

See Note 13 to the consolidated financial statements for information about our reportable segments.

Human Capital

The driving force behind our business is our employees. We are committed to attracting, developing and retaining diverse individuals that further our inclusive culture. We promote collaboration and have employee led programs such as CBL Cares, which is designed to ensure engagement with and contributions to the communities we serve, including paid community service time. CBL Fit focuses on the whole person at work and serves as a strong advocate of perpetuating previous certification as a great place to work. CBL Social enables interconnectivity within the organization. In 2021, we are launching CBL Community as another employee-led program focusing on our collective commitment to advance diversity, equity, and inclusion in all forms.

We utilize a variety of means to ensure employee engagement remains high. In addition to providing competitive compensation and a comprehensive benefits program, CBL employees enjoy a wide range of learning and development opportunities: conferences, leadership programs including CBL U, our companywide sales force education conference, leadership and managerial content, introductory and refresher training in diversity, equity, and inclusion and cyber-security, and on-demand content including physical, mental/social, financial well-being as well as internal technology and tools for self-guided learning. As part of the benefits program, employees may further their formal education by way of a tuition reimbursement program.

CBL does not have any employees other than its statutory officers. Our Management Company had 418 full-time and 56 part-time employees as of December 31, 2020, of which 60% were female. Generationally, the population is nearly evenly represented across the Gen X, Gen Y and Baby Boomer array with an emerging presence of Gen Z and a meaningful

9


 

contribution by Traditionalists. A testament to the strength of our culture: more than 60% of the team has been with CBL for five or more years. We enjoy direct relationships as none of our employees are represented by a union.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “invest” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K. 

ITEM 1A. RISK FACTORS  

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows. Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1. In addition, these risks could be heightened as a result of the COVID-19 pandemic.

RISK FACTOR SUMMARY

The following is a summary of the most significant risks relating to our business activities that we have identified. If any of these risks occur, our business, financial condition or results of operation, including our ability to generate cash and make distributions, could be materially adversely affected. For a more complete understanding of our material risk factors, this summary should be read in conjunction with the detailed description of our risk factors which follows this summary.

Risks Related to Our Voluntary Bankruptcy Filing

The Amended RSA is subject to significant conditions and milestones that may be beyond our control and may be difficult for us to satisfy. If the Amended RSA is terminated, our ability to confirm and consummate the Amended Plan could be materially and adversely affected.

We are subject to the risks and uncertainties associated with chapter 11 proceedings and may not be able to obtain confirmation of the Amended Plan as outlined in the Amended RSA.

Upon emergence from bankruptcy, the composition of our Board of Directors may change significantly, and our historical financial information may not be indicative of our future financial performance.

Trading in our securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. It is possible that our equity securities will be cancelled pursuant to the Amended Plan and holders of any such equity securities will receive only such distributions as set forth in the Amended Plan, which may result in such holders being unable to recover their investments.

Negotiating the Amended RSA, and the chapter 11 proceedings, has and will continue to consume a substantial portion of our management’s time and attention, which may adversely affect us and may increase employee attrition.

If the Amended RSA is terminated our ability to confirm and consummate the Amended Plan could be materially and adversely affected.

We depend on the continued presence of key personnel for critical management decisions.

Transfers or issuances of equity before, or in connection with, our chapter 11 proceedings may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes.

We have determined that there is substantial doubt about our ability to continue as a going concern.

Risks Related to Real Estate Investments and Our Business

The current pandemic of the novel coronavirus, or COVID-19, has, and could continue to, materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as could any future outbreak of another highly infectious or contagious disease.

Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in the revenues and/or underlying value of one or more of our Properties. These include, among others:

 

Adverse changes to national, regional and local economic conditions, including increased volatility in the capital and credit markets, as well as changes in consumer confidence and consumer spending patterns.

 

Possible inability to lease space in our properties on favorable terms, or at all.

10


 

 

Potential loss of one or more significant tenants, due to bankruptcies or consolidations in the retail industry.

 

Local real estate market conditions, and the illiquidity of real estate investments.

 

Adverse changes that cause us not to proceed with certain developments, redevelopments or expansions.

 

Increased operating costs, such as repairs and maintenance, real property taxes, utility rates and insurance.

 

Adverse changes in governmental regulations and related costs, including potential significant costs related to compliance with environmental laws.

 

Competition from other retail facilities, and from alternatives to traditional retail such as online shopping.

Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to jointly owned retail Properties.

We identified a material weakness in internal control over financial reporting, which we may not remediate on a timely basis, and we may identify additional material weaknesses, which may result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations. We also face possible risks associated with climate change.

Increased expenses, decreased occupancy rates, tenants converting to gross leases and requesting deferrals and rent abatements may not allow us to recover the majority of our CAM, real estate taxes and other operating expenses.

Our Properties may be subject to impairment charges, which could impact our compliance with certain debt covenants and could otherwise adversely affect our financial results.

While cybersecurity attacks, to date, have not materially impacted our financial results, future cyber-attacks, cyber intrusions or other disruptions of our information technology networks could disrupt our operations, compromise confidential information and adversely impact our financial condition.

Pending litigation could distract our officers from attending to the Company’s business and could have a material adverse effect on our business, financial condition and results of operation.

Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties.

Uninsured losses could adversely affect us, and in the future our insurance may not cover acts of terrorism.

Risks Related to Debt and Financial Markets

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

Our indebtedness is substantial and could impair our ability to obtain additional financing.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.

The agreements governing our debt, including our senior credit facility and the indentures governing our Notes, contain various covenants that impose restrictions on us that may affect our ability to operate our business.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Risks Related to Dividends and Our Stock

A delisting of our stock from the NYSE could have materially adverse effects on our business, financial condition and results of operations.

Our post-bankruptcy capital structure is yet to be determined, and any changes to our capital structure may have a material adverse effect on existing debt and security holders.

We have suspended paying dividends on our common stock and preferred stock and distributions on our units and we cannot assure you of our ability to pay dividends or distributions in the future or the amount of any dividends or distributions.

As a result of the cumulative, unpaid dividends on our preferred stock we are no longer eligible to register the offer and sale of securities on SEC Form S-3.

Our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership, through which we conduct substantially all of our business.

Risks Related to Geographic Concentrations

Our Properties are located principally in the southeastern and midwestern United States, so our business is subject generally to economic conditions in these regions and, in particular, to adverse economic developments affecting the operating results of Properties in our five largest markets.  

11


 

Risks Related to Federal Income Tax Laws

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities, and failing to qualify as a REIT would reduce our funds available for distribution to stockholders.

Transfers of our capital stock to any person in excess of the ownership limits necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.

We must satisfy minimum distribution requirements to maintain our status as a REIT, which may limit the amount of cash available for use in growing our business.

Holders of common units and special common units in the Operating Partnership may have income tax liability attributable to their ownership of such units in excess of cash distributions.

Risks Related to Our Organizational Structure

The ownership limit described above, as well as certain provisions in our certificate of incorporation and bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.

Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership.  

RISKS RELATED TO OUR VOLUNTARY BANKRUPTCY FILING

Beginning on November 1, 2020, the Debtors filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, in Houston, TX in order to implement a chapter 11 plan to recapitalize the Company, including restructuring portions of its debt.

The Amended RSA is subject to significant conditions and milestones that may be beyond our control and may be difficult for us to satisfy. If the Amended RSA is terminated, our ability to confirm and consummate the Amended Plan could be materially and adversely affected.

The Amended RSA sets forth certain conditions we must satisfy, including the timely satisfaction of milestones in the Chapter 11 Cases, such as confirmation of the Amended Plan and effectiveness of the Amended Plan. Our ability to timely complete such milestones is subject to risks and uncertainties that may be beyond our control. The Amended RSA gives the Consenting Noteholders and Consenting Bank Lenders the ability to terminate the Amended RSA under certain circumstances, including the failure of certain conditions to be satisfied. Should a termination event occur, all obligations of the parties to the Amended RSA may terminate. A termination of the Amended RSA may result in the loss of support for the Amended Plan, which could adversely affect our ability to confirm and consummate the Amended Plan. If the Amended Plan is not consummated, there can be no assurance that any new plan would be as favorable to holders of claims as the current Plan and our chapter 11 proceedings could become protracted, which could significantly and detrimentally impact our relationships with vendors, suppliers, employees, and tenants.

We will be subject to the risks and uncertainties associated with chapter 11 proceedings.

As a consequence of our filing for relief under chapter 11 of the Bankruptcy Code, our operations and our ability to develop and execute our business plan, and our continuation as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following:

 

our ability to prosecute, confirm and consummate the Amended Plan or another plan of reorganization with respect to the chapter 11 proceedings;

 

the high costs of bankruptcy proceedings and related fees;

 

if required, our ability to obtain sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence;

 

our ability to maintain our relationships with our suppliers, service providers, tenants, employees and other third parties;

 

our ability to maintain contracts that are critical to our operations;

 

our ability to execute our business plan in the current depressed commodity price environment;

 

the ability to attract, motivate and retain key employees;

 

the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us;

 

the ability of third parties to seek and obtain court approval to convert the chapter 11 proceedings to chapter 7 proceedings; and

12


 

 

the actions and decisions of our creditors and other third parties who have interests in our chapter 11 proceedings that may be inconsistent with our plans.

These risks and uncertainties could affect our business and operations in various ways. For example, negative events associated with our chapter 11 proceedings could adversely affect our relationships with our suppliers, service providers, tenants, employees, and other third parties, which in turn could adversely affect our operations and financial condition. Also, we need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit our ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with our chapter 11 proceedings, we cannot accurately predict or quantify the ultimate impact of events that occur during our chapter 11 proceedings that may be inconsistent with our plans.

We may not be able to obtain confirmation of the Amended Plan as outlined in the Amended RSA.

There can be no assurance that the Amended Plan as outlined in the Amended RSA (or any other plan of reorganization) will be approved by the Bankruptcy Court, so we urge caution with respect to existing and future investments in our securities.

The success of any reorganization will depend on approval by the Bankruptcy Court and the willingness of existing debt and security holders to agree to the exchange or modification of their interests as outlined in the Amended Plan, and there can be no guarantee of success with respect to the Amended Plan or any other plan of reorganization. We might receive official objections to confirmation of the Amended Plan from the various stakeholders in the chapter 11 proceedings. We cannot predict the impact that any objection might have on the Amended Plan or on a Bankruptcy Court's decision to confirm the Amended Plan. Any objection may cause us to devote significant resources in response which could materially and adversely affect our business, financial condition and results of operations.

If the Amended Plan is not confirmed by the Bankruptcy Court, it is unclear whether we would be able to reorganize our business and what, if any, distributions holders of claims against us, including holders of our secured and unsecured debt and equity, would ultimately receive with respect to their claims. There can be no assurance as to whether we will successfully reorganize and emerge from chapter 11 or, if we do successfully reorganize, as to when we would emerge from chapter 11. If no plan of reorganization can be confirmed, or if the Bankruptcy Court otherwise finds that it would be in the best interest of holders of claims and interests, the chapter 11 cases may be converted to cases under chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be appointed or elected to liquidate our assets for distribution in accordance with the priorities established by the Bankruptcy Code.

Upon emergence from bankruptcy, our historical financial information may not be indicative of our future financial performance.

Our capital structure will be significantly altered under the Amended Plan. Under fresh-start reporting rules that may apply to us upon the effective date of the Amended Plan (or any alternative plan of reorganization), our assets and liabilities would be adjusted to fair values and our accumulated deficit would be restated to zero. Accordingly, if fresh-start reporting rules apply, our financial condition and results of operations following our emergence from chapter 11 would not be comparable to the financial condition and results of operations reflected in our historical financial statements. Further, a plan of reorganization could materially change the amounts and classifications reported in our consolidated historical financial statements, which do not give effect to any adjustments to the carrying value of assets or amounts of liabilities that might be necessary as a consequence of confirmation of a plan of reorganization.

The pursuit of the Amended RSA has consumed, and the chapter 11 proceedings will continue to consume, a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition.

Although the Amended Plan is designed to minimize the length of our chapter 11 proceedings, it is impossible to predict with certainty the amount of time that we may spend in bankruptcy or to assure parties in interest that the Amended Plan will be confirmed. The chapter 11 proceedings will involve additional expense and our management will be required to spend a significant amount of time and effort focusing on the proceedings. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the chapter 11 proceedings are protracted.

During the pendency of the chapter 11 proceedings, our employees will face considerable distraction and uncertainty and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of

13


 

employee morale could have a material adverse effect on our ability to effectively, efficiently and safely conduct our business, and could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.

If the Amended RSA is terminated, our ability to confirm and consummate the Amended Plan could be materially and adversely affected.

The Amended RSA contains a number of termination events, upon the occurrence of which certain parties to the Amended RSA may terminate the agreement. If the Amended RSA is terminated as to all parties thereto, each of the parties will be released from its obligations in accordance with the terms of the Amended RSA. Such termination may result in the loss of support for the Amended Plan by the parties to the Amended RSA, which could adversely affect our ability to confirm and consummate the Amended Plan. If the Amended Plan is not consummated, there can be no assurance that any new Plan would be as favorable to holders of claims against the Company and its subsidiaries as contemplated by the Amended RSA.

We depend on the continued presence of key personnel for critical management decisions.

Retaining and understanding historical knowledge from our key personnel is critical to allowing the management team to more effectively progress our business plan. As part of the restructuring we anticipate our existing senior management team to remain in place, however there is a risk of loss of key personnel. Anytime personnel are replaced, there is a risk that there may be a loss of service, albeit temporary, that could result in an adverse effect on the business.

Upon our emergence from bankruptcy, the composition of our Board of Directors may change significantly.

Under the Amended Plan, the composition of our Board of Directors may change significantly. Any new directors are likely to have different backgrounds, experiences and perspectives from those individuals who previously served on the Board and, thus, may have different views on the issues that will determine our future. As a result, our future strategy and plans may differ materially from those of the past.

Trading in our securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. It is possible that our equity securities will be cancelled pursuant to the Amended Plan and holders of any such equity securities will receive only such distributions as set forth in the Amended Plan, which may result in such holders being unable to recover their investments.

A significant amount of our indebtedness is senior to the common stock and preferred stock in our capital structure. It is possible that these equity interests may be cancelled and extinguished upon the approval of the Bankruptcy Court and the holders thereof would not be entitled to receive, and would not receive or retain, any property or interest in property on account of such equity interests. In the event of a cancellation of these equity interests, amounts invested by such holders in our outstanding equity securities will not be recoverable. Under the Amended RSA, if holders of our common stock vote to accept the Amended Plan, as a class, each holder will receive its pro rata share of 5.5% of the new common equity interests (subject to dilution). Likewise, if holders of our preferred stock vote to accept the Amended Plan, as a class, each holder will receive its pro rata share of 5.5% of the new common equity interests (subject to dilution). If, however, holders of our preferred stock vote to reject the Amended Plan, as a class, each holder will receive nothing on account of its preferred stock interest. Further, if our plan of reorganization is not approved, our currently outstanding common stock and preferred stock may have no value. Trading prices for our equity securities are very volatile and may bear little or no relationship to the actual recovery, if any, by the holders of such securities in the Chapter 11 Cases. Accordingly, we urge that extreme caution be exercised with respect to existing and future investments in our equity securities and any of our other securities.

Transfers of our equity, or issuances of equity before or in connection with our chapter 11 proceedings, may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes during the current year and in future years.

Under federal income tax law, a corporation is generally permitted to offset net taxable income in a given year with net operating losses carried forward from prior years, and its existing adjusted tax basis in its assets may be used to offset future gains or to generate annual cost recovery deductions. We have significant “net unrealized built-in loss” (NUBIL) (i.e., adjusted tax basis in excess of the fair market value of our assets) and net operating loss carryforwards that are not subject to any section 382 limitations.

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Our ability to utilize future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income is subject to certain requirements and restrictions. In order to qualify for taxation as a “real estate investment trust,” we must meet various requirements including a requirement to distribute 90% of our taxable income; and, to avoid paying corporate income tax, we must distribute 100% of our taxable income. If we do experience an "ownership change," as defined in section 382 of the Internal Revenue Code, during or in connection with the restructuring process, then our ability to use future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income may be substantially limited, which could have a negative impact on our financial position and results of operations. Generally, there is an "ownership change" if one or more stockholders owning 5% or more of a corporation's common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over a prescribed testing period. Under section 382 and section 383 of the Internal Revenue Code, absent an applicable exception, if a corporation undergoes an "ownership change", certain future tax deductions, net operating loss carryforwards and other tax attributes that may be utilized to offset future taxable income generally are subject to an annual limitation (though “recognized built-in losses” arising from our NUBIL will only be subject to limitation if they are recognized within 5 years of the “ownership change”).

Whether or not future tax deductions, net operating loss carryforwards and other tax attributes are subject to limitation under section 382, net operating loss carryforwards and other tax attributes are expected to be further reduced by the amount of discharge of indebtedness arising in our Chapter 11 Cases under section 108 of the Internal Revenue Code.

We have received an order from the Bankruptcy Court approving potential restrictions on certain transfers of our stock to limit the risk of an "ownership change" prior to our emergence from restructuring in our chapter 11 proceedings. We anticipate that the implementation of our plan of reorganization will result in an "ownership change." If so, certain future tax deductions, net operating loss carryforwards and other tax attributes will become impaired, with the extent of such impairment dependent on the impact of special tax law rules under section 382(l)(6) of the Internal Revenue Code, applicable to an "ownership change" that occurs as part of a chapter 11 plan.

We have determined that there is substantial doubt about our ability to continue as a going concern.

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.

As described in Item 1 under Voluntary Reorganization under Chapter 11, the Debtors commenced the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code. 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 have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts.

Given the acceleration of the senior secured credit facility, the senior unsecured notes and certain property-level debt, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and our ability to satisfy our financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these consolidated financial statements are issued. The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Amended Plan set forth in the Amended RSA, which is pending approval of the Bankruptcy Court. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated 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.

RISKS RELATED TO REAL ESTATE INVESTMENTS AND OUR BUSINESS

The current pandemic of the novel coronavirus, or COVID-19 has, and could continue to, materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as could any future outbreak of another highly infectious or contagious disease.

Since being reported in December 2019, COVID-19 spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

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The COVID-19 pandemic has had, and may continue to have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, many - including the United States - have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Certain states and cities, including where we own properties and where our corporate headquarters is located, reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. The Company cannot predict if additional states and cities will implement similar restrictions or when any such new restrictions might be lifted. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including the retail industry in which the Company and our tenants operate.

A majority of our tenants implemented temporary closures and/or shortened the operating hours of their stores for a period of time and requested rent deferral or rent abatement during this pandemic or have failed to pay rent. In addition, state, local or industry-initiated efforts, such as tenant rent freezes, or governmental or court-imposed delays in the processing of landlord initiated commercial eviction and collection actions in various jurisdictions in light of the COVID-19 pandemic, may also affect our ability to collect rent or enforce remedies for the failure to pay rent. We believe our tenants do not have a contractual right to cease paying rent due to government-mandated closures and, subject to negotiated resolutions of rent deferral requests that we have entered into, and may continue to enter into with certain tenants, we intend to enforce our rights under our lease agreements. However, COVID-19 and the related governmental orders present fairly novel situations for which the ultimate legal outcome cannot be assured, and it is possible future governmental action could impact our rights under the lease agreements. The extent of tenant requests and actions, and the resulting impact to the Company’s results of operations and cash flows, is uncertain and cannot be predicted.

The COVID-19 pandemic, or a future pandemic, could also have further material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

 

complete or partial closures of, or other operational issues at, one or more of our properties beyond those that have already occurred resulting from government or tenant action;

 

the reduced economic activity severely impacts our tenants' businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;

 

the reduced economic activity, as well as any lasting reduction in consumer activity at brick-and-mortar commercial establishments due to changed habits in response to the prolonged existence and threat of the COVID-19 pandemic, could result in a prolonged recession and could negatively impact consumer discretionary spending;

 

difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants' ability to fund their business operations and meet their obligations to us;

 

permitting, inspections and reviews by jurisdictional planning commissions and authorities is also likely to be delayed or postponed which could materially impact the timeline and budgets for completing redevelopments;

 

projects in our redevelopment pipeline may not be pursued or may be completed later or with higher costs than anticipated, potentially causing a loss that exceeds our investment in the project;

 

the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our credit facility, indentures and other recourse and non-recourse debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our revolving credit facility and pay dividends;

 

any additional impairments in value of our tangible assets and intangible lease assets that could be recorded as a result of weaker economic conditions;  

 

a deterioration in our or our tenants' ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' efficient operations could adversely affect our operations and those of our tenants;

 

the ability to renew leases or re-lease vacant spaces on favorable terms, or at all; and

 

the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.

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The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could further reduce our cash flows, which could impact our ability to resume paying dividends to our stockholders at any point in the future. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. The COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in the operating revenues and/or the underlying value of one or more of our Properties.

A number of factors may decrease the income generated by a retail shopping center property, including: 

 

national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, adverse weather conditions, natural disasters, acts of violence, war, riots or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;

 

pandemic outbreaks, including COVID-19, or the threat of pandemic outbreaks, which could cause customers of our tenants to avoid public places where large crowds are in attendance, such as shopping centers and related entertainment, hotel, office or restaurant properties operated by our tenants;

 

adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);

 

local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;

 

increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;

 

delays or cost increases associated with the opening of new properties or redevelopment and expansion of properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;

 

perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center; and

 

the convenience and quality of competing retail properties and other retailing options, such as the internet and the adverse impact of online sales.

In addition, other factors may adversely affect the value of our Properties without affecting their current revenues, including:

 

adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our Properties;

 

potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our Properties;

 

any inability to obtain sufficient financing (including construction financing, permanent debt, secured and unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our Properties; and

 

an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate.

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our Properties and harm our financial condition.

Substantially all our consolidated assets consist of investments in real properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more Properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic

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conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any Property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a Property. In addition, current economic and capital market conditions might make it more difficult for us to sell Properties or might adversely affect the price we receive for Properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our Properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged Property without the payment of the associated debt and/or a substantial prepayment penalty, or transfer of debt to a buyer, which restricts our ability to dispose of a Property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Property.

Before a Property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the Property, or might be required to sell the Property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our Properties could adversely affect our financial condition and results of operations.

We may elect not to proceed with certain developments, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We intend to pursue developments, redevelopments and expansion activities as opportunities arise. In connection with any developments, redevelopments or expansion, we will incur various risks, including the risk that developments, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.

When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Certain of our Properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these Properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in 13 malls, 7 associated centers, 6 community centers, 2 office buildings, a hotel development, a residential development and 4 self-storage facilities. We have interests in 5 malls, 1 associated center, 2 community centers, a hotel development, a residential development and four self-storage facilities that are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner of each of these Properties controls the cash flow distributions, although our approval is required for certain major decisions. We have interests in two malls that are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services.

Where we serve as managing general partner (or equivalent) of the entities that own our Properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such Properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such Properties.

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With respect to those Properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail Properties.

In addition to the possible effects on our joint ventures of our bankruptcy filing, the bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant Property or Properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear. 

We may be unable to lease space in our properties on favorable terms, or at all.

Our results of operations depend on our ability to continue to lease space in our properties, including vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix, or leasing properties on economically favorable terms. Because we have leases expiring annually, we are continually focused on leasing our properties. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. For more information on lease expirations see Mall Lease Expirations and Other Property Type Lease Expirations.

There can be no assurance that our leases will be renewed or that vacant space will be re-let at rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.

We identified a material weakness in internal control over financial reporting. We may not remediate this material weakness on a timely basis or may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations. As a result, stockholders could lose confidence in our financial and other public reporting, which would then be likely to negatively affect our business and the market price of our securities.

A material weakness in internal control over financial reporting has been identified. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. See Part I, Item 4 above for further details. We are planning to remediate the material weakness by hiring additional personnel to enable the Company and the Operating Partnership to meet their financial reporting requirements, and we may utilize outside advisors to assist on a short-term basis. These remediation measures may be time consuming and costly, and might place significant demands on our financial, accounting and operational resources. In addition, there is no assurance that we will be successful in hiring the necessary personnel in a timely manner, or at all.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and is important in helping to prevent mistakes in our financial statements and financial fraud. Any failure to implement required new or improved controls, or difficulties encountered in our implementation to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or identification of any additional material weaknesses that may exist, may adversely affect the accuracy and timing of our financial reporting, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, we may be unable to prevent fraud, investors may lose confidence in our financial reporting, and the price of our securities may decline as a result.

Any testing conducted by us, or any testing conducted by our independent registered public accounting firm, may reveal additional deficiencies in our internal control over financial reporting that are deemed to be new material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention

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or improvement. In addition, our reporting obligations as a public company could place a significant strain on our management, operational and financial resources and systems for the foreseeable future and may cause us to fail to timely achieve and maintain the adequacy of its internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. There is no assurance that the measures we are currently undertaking or may take in the future will be sufficient to maintain effective internal controls or to avoid potential future deficiencies in internal control, including material weaknesses.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner's or operator's ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

All of our Properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the Properties, review of federal and state environmental databases and certain information regarding historic uses of the Property and adjacent areas and the preparation and issuance of written reports. Some of the Properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at the Properties. Certain Properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain Properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our Properties.

We believe that our Properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2020, we have recorded in our consolidated financial statements a liability of $2.8 million related to potential future asbestos abatement activities at our Properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former Properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will

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not impose any material environmental liability or (ii) the current environmental condition of the Properties has not been or will not be affected by tenants and occupants of the Properties, by the condition of properties in the vicinity of the Properties or by third parties unrelated to us, the Operating Partnership or the relevant Property's partnership.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the United States, and other acts of violence, including domestic or international terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our Properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our Properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations under their existing leases. Terrorist activities also could directly affect the value of our Properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

We face possible risks associated with climate change.

We cannot determine with certainty whether global warming or cooling is occurring and, if so, at what rate. To the extent climate change causes changes in weather patterns, our properties in certain markets and regions could experience increases in storm intensity and rising sea levels. Over time, these conditions could result in volatile or decreased demand for retail space at certain of our Properties or, in extreme cases, our inability to operate the Properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms and increasing the cost of energy and snow removal at our Properties. Moreover, compliance with new laws or regulations related to climate change, including compliance with "green" building codes, may require us to make improvements to our existing Properties or increase taxes and fees assessed on us or our Properties. At this time, there can be no assurance that climate change will not have a material adverse effect on us.

The loss of one or more significant tenants, due to bankruptcies or as a result of consolidations in the retail industry, could adversely affect both the operating revenues and value of our Properties.

We could be adversely affected by the bankruptcy, early termination, sales performance, or closing of tenants and Anchors. Certain of our lease agreements include co-tenancy and/or sales-based kick-out provisions which allow a tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels or retain specified named Anchors, or if the tenant does not achieve certain specified sales targets. If occupancy or tenant sales do not meet or fall below certain thresholds, rents we are entitled to receive from our retail tenants could be reduced. The bankruptcy of a tenant could result in the termination of its lease, which would lower the amount of cash generated by that Property. Replacing tenants with better performing, emerging retailers may take longer than our historical experience of re-tenanting due to their lack of infrastructure and limited experience in opening stores as well as the significant competition for such emerging brands. In addition, if a department store operating as an Anchor at one of our Properties were to cease operating, we may experience difficulty and delay and incur significant expense in replacing the Anchor, re-tenanting, or otherwise re-merchandising the use of the Anchor space. This difficulty could be exacerbated if the Anchor space is owned by a third party and we are not able to acquire the space, if the third party’s plans to lease or redevelop the space do not align with our interests or the third party does not act in a timely manner to lease or redevelop the space. In addition, the Anchor’s closing may lead to reduced customer traffic and lower mall tenant sales. As a result, we may also experience difficulty or delay in leasing spaces in areas adjacent to the vacant Anchor space. The early termination or closing of tenants or Anchors for reasons other than bankruptcy could have a similar impact on the operations of our Properties, although in the case of early terminations we may benefit in the short-term from lease termination income.

Most recently, certain traditional department stores have experienced challenges including limited opportunities for new investment/openings, declining sales, and store closures. Department stores' market share is declining, and their ability to drive traffic has substantially decreased. Despite our Malls traditionally being driven by department store Anchors, in the event of a need for replacement, it has become necessary to consider non-department store Anchors. Certain of these non-department store Anchors may demand higher allowances than a standard mall tenant due to the nature of the services/products they provide.

Clauses in leases with certain tenants in our properties frequently may include inducements, such as reduced rent and tenant allowance payments, which can reduce our rents and Funds From Operations (“FFO”), and adversely impact our financial condition and results of operation.

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The leases for a number of the tenants in our properties have co-tenancy clauses that allow those tenants to pay reduced rent until occupancy at the respective property regains certain thresholds and/or certain named co-tenants open stores at the respective property. Additionally, some tenants may have rent abatement clauses that delay rent commencement for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our properties. As a result, our financial condition and results of operations may be adversely impacted.

Additionally, the prevalence and volume of such leases is likely to increase at an unpredictable rate in light of the recent proliferation of bankruptcy filings and closures by retailers occupying “big box”, anchor or other traditionally large spaces which can have an adverse impact on our financial condition and results of operations.

We are in a competitive business.

There are numerous shopping facilities that compete with our Properties in attracting retailers to lease space. Our ability to attract tenants to our Properties and lease space is important to our success, and difficulties in doing so can materially impact our Properties' performance. The existence of competing shopping centers could have a material adverse impact on our ability to develop or operate Properties, lease space to desirable Anchors and tenants, and on the level of rents that can be achieved. In addition, retailers at our Properties face continued competition from shopping through various means and channels, including via the internet, lifestyle centers, value and outlet centers, wholesale and discount shopping clubs, and television shopping networks. Competition of this type could adversely affect our revenues and cash available for distribution to shareholders.

As new technologies emerge, the relationship among customers, retailers, and shopping centers are evolving on a rapid basis and we may not be able to adapt to such new technologies and relationships on a timely basis. Our relative size may limit the capital and resources we are willing to allocate to invest in strategic technology to enhance the mall experience, which may make our Malls relatively less desirable to anchors, mall tenants, and consumers. Additionally, a small but increasing number of tenants utilize our Malls as showrooms or as part of an omni-channel strategy (allowing customers to shop seamlessly through various sales channels). As a result, customers may make purchases through other sales channels during or immediately after visiting our Malls, with such sales not being captured currently in our tenant sales figures or monetized in our minimum or overage rents.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include other REITs, investment banking firms, and private and institutional investors, some of whom have greater financial resources or have different investment criteria than we do. In particular, there is competition to acquire, develop, or redevelop highly productive retail properties. This could become even more severe as competitors gain size and economies of scale as a result of merger and consolidation activity. This competition may impair our ability to acquire, develop, or redevelop suitable properties, and to attract key retailers, on favorable terms in the future.

Increased operating expenses, decreased occupancy rates, tenants converting to gross leases and requesting deferrals and rent abatements may not allow us to recover the majority of our CAM, real estate taxes and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our Properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our Properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of the CAM and other operating expenses. While historically our lease agreements provided for variable CAM provisions, the majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries which serves to fix our tenants' CAM contributions to us. In these cases, a tenant will pay a fixed amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant's payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

There is also a trend of more tenants moving to gross leases, which provide that the tenant pays a single specified amount, with no additional payments for reimbursements of the tenant's portion of operating expenses. As a result, we are responsible for any increases in operating expenses, and benefit from any decreases in operating expenses.

Additionally, in the event that our Properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s).

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Our Properties may be subject to impairment charges, which could impact our compliance with certain debt covenants and could otherwise adversely affect our financial results.

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our probability weighted use of the asset and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the Property, and the number of years the Property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved. During 2020, we recorded a loss on impairment of real estate totaling $213.4 million, which primarily related to six malls. See Note 17 to the consolidated financial statements for further details.

Breaches or other adverse cybersecurity incidents on our systems or those of our service providers or business partners could expose us to liability and lead to the loss or compromise of our information, including confidential information, sensitive information and intellectual property, and could result in a material adverse effect on our business and financial condition.

As a regular part of our business operations, we rely on IT systems and network infrastructure, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records. We rely on our own systems and also outsource some of our business requirements through service providers and other business partners pursuant to agreements. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by internal actors, computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems and infrastructure – and those of our providers/partners – are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants.

We have experienced adverse security incidents. All incidents experienced to date have been minor in scope and impact, were resolved quickly, had no material impact on the Company’s reputation, financial performance, customer or vendor relationships, and posed no material risk of potential litigation or regulatory investigations or actions. We expect unauthorized parties to continue to attempt to gain access to our systems or information, and/or those of our business partners and service providers. Cyber-attacks targeting our infrastructure could result in a full or partial disruption of our operations, as well as those of our tenants.

A security incident, breach or other significant disruption involving our IT networks and related systems could occur due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. Such occurrences could disrupt the proper functioning of our networks and systems; result in disruption of business operations and loss of service to our tenants and customers; result in significantly decreased revenues; result in increased costs associated in obtaining and maintaining cybersecurity investigations and testing, as well as implementing protective measures and systems; result in increased insurance premiums and operating costs; result in misstated financial reports and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; subject us to regulatory investigations and actions; cause harm to our competitive position and business

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value; and damage our reputation among our tenants and investors generally. Moreover, cyber-attacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could subject us to significant litigation, liability and costs, adversely impact our reputation, or diminish consumer confidence and consumer spending and negatively impact our business.

The compromise of our or our business partners’ or service providers’ technology systems resulting in the loss, disclosure, misappropriation of, or access to, our information or that of our tenants, employees or business partners or failure to comply with ever-evolving regulatory obligations or contractual obligations with respect to such information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business. The costs to remediate breaches and similar system compromises that do occur could be material. In addition, as cybercriminals become more sophisticated, the cost of proactive defensive measures continues to increase.

Although we and our service providers/business partners have implemented processes, procedures and controls to help mitigate these risks, there can be no assurance that these measures, as well as our increased awareness of the risk of cyber incidents, will be effective or that attempted or actual security incidents, breaches or system disruptions that could be damaging to us or others will not occur. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

Pending litigation could distract our officers from attending to the Company’s business and could have a material adverse effect on our business, financial condition and results of operation.

The Company and certain of its officers and directors have been named as defendants in a consolidated putative securities class action lawsuit (“Securities Class Action Litigation”) and certain of its former and current directors have been named as defendants in eight shareholder derivative lawsuits (“Derivative Litigation”).

The 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. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. 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. See Item 3. Legal Proceedings for more information on both the Securities Class Action Litigation and Derivative Litigation.

We cannot assure you as to the outcome of these legal proceedings, including the amount of costs or other liabilities that will be incurred in connection with defending these claims or other claims that may arise in the future. To the extent that we incur material costs in connection with defending or pursuing these claims, or become subject to liability as a result of an adverse judgment or settlement of these claims, our results of operations and liquidity position could be materially and adversely affected. In addition, ongoing litigation may divert management’s attention and resources from the day-to-day operation of our business and cause reputational harm to us, either of which could have a material adverse effect on our business, financial condition and results of operations.

Certain agreements with prior owners of Properties that we have acquired may inhibit our ability to enter into future sale or refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders.

Certain Properties that we originally acquired from third parties had unrealized gain attributable to the difference between the fair market value of such Properties and the third parties' adjusted tax basis in the Properties immediately prior to their contribution of such Properties to the Operating Partnership pursuant to our acquisition. For this reason, a taxable sale by us of any of such Properties, or a significant reduction in the debt encumbering such Properties, could result in adverse tax consequences to the third parties who contributed these Properties in exchange for interests in the Operating Partnership. Under the terms of these transactions, we have generally agreed that we either will not sell or refinance such an acquired Property for a number of years in any transaction that would trigger adverse tax consequences for the parties from whom we acquired such Property, or else we will reimburse such parties for all or a portion of the additional taxes they are required to pay as a result of the transaction. Accordingly, these agreements may cause us not to engage in future sale or

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refinancing transactions affecting such Properties, which otherwise would be in the best interests of the Company and our stockholders, or may increase the costs to us of engaging in such transactions.

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our Properties. A sustained economic downward trend could impact our tenants' ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.

We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake and flood) and rental loss covering all of the Properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenues from the Property. If this happens, we, or the applicable Property's partnership, may still remain obligated under guarantees provided to the lender for any mortgage debt or other financial obligations related to the Property.

The general liability and property casualty insurance policies on our Properties currently include coverage for losses resulting from acts of terrorism, as defined by TRIPRA. While we believe that the Properties are adequately insured in accordance with industry standards, the cost of general liability and property casualty insurance policies that include coverage for acts of terrorism has risen significantly subsequent to September 11, 2001. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA") and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold will be raised from $180 million in 2019 to $200 million in 2020. Additionally, the bill increases insurers' co-payments for losses exceeding their deductibles, in annual steps, from 19% in 2019 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. In December 2019, Congress further extended TRIPRA through December 31, 2027. If TRIPRA is not continued beyond 2027 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon our credit facility as a source of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the credit facility to meet their funding commitments. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and many financial institutions may not have the available capital to meet their previous commitments. The failure of one or more significant participants to our credit facility to meet their funding commitments could have an adverse effect on our financial condition and results of operations. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although, prior to the commencement of our current Chapter 11 Cases, we have successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments and redevelopments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

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Our indebtedness is substantial and could impair our ability to obtain additional financing.

Prior to the filing of the Chapter 11 Cases, we were a highly leveraged company. At December 31, 2020, our pro-rata share of consolidated and unconsolidated debt outstanding was approximately $4,388.7 million, which is net of unamortized deferred financing costs. Our total share of consolidated and unconsolidated debt maturing in 2021, 2022 and 2023 giving effect to all maturity extensions that are available at our election, was approximately $539.2 million, $498.4 million and $1,764.1 million, respectively. Additionally, we had $61.6 million of debt, at our share, which matured in 2019, related to a non-recourse loan that was in default. See Note 8 and Note 9 to the consolidated financial statements for more information.

Our leverage and the limitations imposed on us by our financing arrangements and debt service obligations could have important consequences. For example, it could:

 

result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

 

result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;

 

materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

 

require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;

 

increase our vulnerability to an economic downturn;

 

limit our ability to withstand competitive pressures; or

 

reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

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 have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. Any efforts to enforce such payment obligations due under our debt instruments are subject to the applicable provisions of the Bankruptcy Code. See Note 2 and Liquidity and Capital Resources for additional information.

We may not be able to raise capital through financing activities.

Many of our assets are encumbered by property-level indebtedness; therefore, we may be limited in our ability to raise additional capital through property level or other financings. In addition, our ability to raise additional capital could be limited to refinancing existing secured mortgages before their maturity date which may result in yield maintenance or other prepayment penalties to the extent that the mortgage is not open for prepayment at par.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. As noted above, we currently have suspended all distributions on our outstanding common and preferred stock, as well as on outstanding Operating Partnership Units, which will magnify such adverse impacts. One of the factors that has likely influenced the price of our stock in public markets during prior periods when we were making such distributions is the annual distribution rate we paid as compared with the yields on alternative investments. Further, numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock. In addition, increases in market interest rates could result in increased borrowing costs for us, which could be expected to adversely affect our cash flow and the amounts available for distributions to our stockholders and the Operating Partnership’s unitholders.

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As of December 31, 2020, our total share of consolidated and unconsolidated variable-rate debt was $1,304.5 million. Increases in interest rates will increase our cash interest payments on the variable-rate debt we have outstanding from time to time. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might have further adverse effects on our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or any resumption of distributions to holders of our equity securities.

We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.

It is also important to note that our variable-rate debt uses LIBOR as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted but could include an increase in the cost of our variable-rate debt.

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks.

The agreements governing our debt, including our senior credit facility and the indentures governing our Notes, contain various covenants that impose restrictions on us that may affect our ability to operate our business.

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 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 have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. Due to the Chapter 11 Cases, however, the creditors’ ability to exercise remedies against the Debtors under their respective credit agreements and debt instruments was stayed as of the date of the Chapter 11 petition and continues to be stayed.

Other agreements that we enter into governing our debt, including in connection with the Chapter 11 Cases, have or will contain covenants that impose restrictions on us. These restrictions on our ability to operate our business could harm our business by, among other things, limiting our ability to take advantage of corporate opportunities. Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to meet our debt service obligations on, and to refinance, our indebtedness, and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.

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We may need to refinance all or a portion of our indebtedness, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

 

our financial condition, liquidity, results of operations and prospects and market conditions at the time; and

 

restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance any of our indebtedness, on favorable terms, or at all.

If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all of our debt service obligations. As a result, we would be forced to take other actions to meet those obligations, such as selling Properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to effect any of these actions on favorable terms, or at all.

Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all of the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our existing revolving credit facility, term loans, Notes and certain other indebtedness do, and the agreements governing our financing arrangements upon emergence from the Chapter 11 Cases will, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the limited guarantee of the Notes provided by CBL or any future guarantee issued by any subsidiary of the Operating Partnership, could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:

 

the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

 

the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

 

the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable subordination," which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. Bankruptcy Code.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

 

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

 

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

 

it could not pay its debts as they become due.

The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

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A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.

RISKS RELATED TO DIVIDENDS AND OUR STOCK

A delisting of our stock from the NYSE could have materially adverse effects on our business, financial condition and results of operations.

On November 2, 2020, the NYSE announced that it had suspended trading in the Company’s common stock due to its “abnormally low” trading price levels, and 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 Series D Preferred Stock and the depositary shares each representing a 1/10th fractional share of the Company’s Series E Preferred Stock. While the Company has appealed this decision in accordance with NYSE rules, and the appeal is still in process, there can be no assurance that an appeal will be successful. In the meantime, the Company’s common stock and the depositary shares are currently trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the symbols “CBLAQ”, “CBLDQ” and “CBLEQ”, respectively. The over-the-counter markets are a more limited market than the NYSE and it is likely that there will be significantly less liquidity in the trading of our common and preferred stock.

The suspension of trading and potential delisting of our common stock could have material adverse effects on our business, financial condition and results of operations due to, among other things:

 

reduced trading liquidity and market prices for our common and preferred stock ;

 

 

decreased number of institutional and other investors willing to hold or acquire our stock, coverage by securities analysts, market making activity and information available concerning trading prices and volume, as well as fewer broker-dealers willing to execute trades in our stock, thereby further restricting our ability to obtain equity financing;

 

 

resulting event of default or noncompliance under certain of our debt facilities and other agreements; and

 

 

reduced ability to retain, attract and motivate our directors, officers and employees by means of equity compensation.

Our post-bankruptcy capital structure is yet to be determined, and any changes to our capital structure may have a material adverse effect on existing debt and security holders.

Our post-bankruptcy capital structure has yet to be determined and will likely be set pursuant to a Chapter 11 plan that requires Bankruptcy Court approval. The reorganization of our capital structure may include exchanges of new debt or equity securities for our existing debt, equity securities, and claims against us. Such new debt may be issued at interest rates, payment schedules and maturities different than our existing debt securities. Existing equity securities are subject to a high risk of being cancelled or replaced with new equity securities representing a significantly reduced equity interest in our Company following completion of the reorganization. The success of a reorganization through any such exchanges or modifications will depend on approval by the Bankruptcy Court and the willingness of sufficient numbers of existing debt and security holders holding sufficient amounts of debt to agree to the exchange or modification, subject to the provisions of the Bankruptcy Code, and there can be no guarantee of success. If such exchanges or modifications are successful, holders of our debt or of other claims against us may find their holdings no longer have any value or are materially reduced in value, or they may be converted to equity and be diluted or may be modified or replaced by debt with a principal amount that is less than the outstanding principal amount, longer maturities and reduced interest rates. Holders of our common stock may also find that their holdings no longer have any value and face highly uncertain or no recoveries under a plan. There can be no assurance that any new debt or equity securities will maintain their value at the time of issuance. If existing debt or equity holders are adversely affected by a reorganization, it may adversely affect our ability to issue new debt or equity in the future. Although we cannot predict how the claims and interests of stakeholders in the Chapter 11 Cases, including holders of common stock, will ultimately be resolved, we expect that common stock holders will not receive a recovery through any Chapter 11 plan unless the holders of more senior claims and interests, such as secured and unsecured indebtedness (which indebtedness is currently trading at a significant discount), are paid in full. Consequently, there is a significant risk that the holders of our common stock would receive no recovery in the Chapter 11 Cases and that our common stock will be worthless.

 

 

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We have suspended paying dividends on our common stock and preferred stock and we cannot assure you of our ability to pay dividends in the future or the amount of any dividends.

Prior to the commencement of the Chapter 11 Cases, our board of directors determined to suspend paying a dividend on our common stock and preferred stock, as well as distributions to the Operating Partnership’s outstanding common units, preferred units, Series S special common units (the “S-SCUs”), Series L special common units (the “L-SCUs”) and Series K special common units (the “K-SCUs”) (collectively, the “OP Units”). In making this determination, our board of directors considered a variety of relevant factors, including, without limitations, REIT minimum distribution requirements, the amount of cash available for distribution, restrictions under Delaware law, capital expenditures and reserve requirements and general operational requirements.

The dividend arrearage created by our board of directors’ decision to suspend the dividends that continue to accrue on our outstanding preferred stock (and the Operating Partnership’s distributions to its preferred units of limited partnership underlying our outstanding preferred shares) also require, pursuant to the terms of our relevant governing documents, that we not resume any payment of dividends on our common stock unless full cumulative dividends accrued with respect to our preferred stock (and such underlying preferred units) for all past quarters and the then-current quarter are first declared and paid in cash, or declared with a sum sufficient for the payment thereof having been set apart for such payment in cash. In addition, for so long as this distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), the terms of the Operating Partnership Agreement state that we (i) may not cause the Operating Partnership to resume distributions to holders of its outstanding common units of limited partnership until all holders of SCUs have received distributions sufficient to satisfy the SCU Distribution Shortfall for all prior quarters and the then-current quarter (which effectively also would prevent the resumption of common stock dividends, since our common stock dividends are funded by distributions the Company receives on the underlying common units it holds in the Operating Partnership) and (ii) may not elect to settle any exchange requested by a holder of common units of the Operating Partnership in cash, and may only settle any such exchange through the issuance of shares of common stock or other Units of the Operating Partnership ranking junior to any such units as to which a distribution shortfall exists. Our board of directors prospectively approved that, to the extent any partners exercise any or all of their exchange rights while the existence of the SCU Distribution Shortfall requires an exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock. We do not expect to pay any further dividends with respect to the Company’s outstanding common stock and preferred stock, or any distributions with respect to the Operating Partnership’s outstanding units of partnership interest, prior to the conclusion of our reorganization pursuant to the pending Chapter 11 Cases. We also expect our Chapter 11 reorganization to extinguish all claims related to the accrued and unpaid preferred stock dividends (including the currently stayed rights preferred stockholders otherwise would have to elect two additional directors to our board if preferred dividends are in arrears for six or more quarterly periods) and the Operating Partnership’s SCU Distribution Shortfall discussed above. Even if we successfully complete such reorganization, we cannot assure you that we will be able to make distributions in the future with respect to new equity securities issued pursuant to the Chapter 11 Cases. All of the foregoing could adversely affect the market price of our publicly traded securities, even following our pending Chapter 11 reorganization.

As a result of the cumulative, unpaid dividends on our preferred stock we are no longer eligible to register the offer and sale of securities on SEC Form S-3, which will impair our capital raising activities.

We are no longer eligible to use SEC Form S-3 to register offers and sales of our securities under the Securities Act, as a result of the existing dividend arrearage on our preferred stock, which will continue to accumulate following our board of directors’ decision in December 2019 to suspend such dividends. Historically, we have relied on shelf registration statements on Form S-3 for our public capital raising transactions, and also to register the offer and sale of shares of common stock under our DRIP. Our inability to use Form S-3 may harm our ability to raise capital in the future, as we will be required to use a registration statement on Form S-1 to register securities with the SEC, which may be expected to hinder our ability to act quickly in raising capital to take advantage of market conditions and to increase our cost of raising capital.

We may change the dividend policy for our common stock in the future.

Even if our board of directors should, in the future, determine based on the factors described in the preceding Risk Factors and in the paragraph below, that we are able to resume paying distributions on the outstanding equity securities of the Company and the Operating Partnership following the completion of a successful reorganization pursuant to the Chapter 11 Cases, depending upon our liquidity needs, we will still reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service ("IRS"). In the event that we should pay a portion of any future dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay

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such tax. If a U.S. stockholder sells any common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to any future dividends, including any dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on any future dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on any outstanding shares of our common stock following the conclusion of the Chapter 11 Cases, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness and any outstanding preferred stock, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our Board of Directors deems relevant. Any dividends payable will be determined by our Board of Directors based upon the circumstances at the time of declaration. Any change in our future dividend policy, assuming we are able to complete a successful reorganization pursuant to the Chapter 11 Cases, could have a material adverse effect on the market price of our future outstanding common stock.

Since we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on our common and preferred stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all of our operations through our Operating Partnership, our ability to service our debt obligations, as well as our ability to pay any future dividends on our common and preferred stock will depend almost entirely upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us on our ownership interests in our Operating Partnership. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. Further, as described above, the currently existing dividend arrearage with respect to our outstanding shares of preferred stock (and the underlying preferred units of the Operating Partnership), as well as the Operating Partnership’s existing SCU Distribution Shortfall, effectively preclude the Operating Partnership from resuming any distributions to holders of its common units (including distributions with respect to common units held by the Company, which fund our common stock dividend) until such preferred dividend arrearage and SCU Distribution Shortfall have been satisfied through the cash payment of all accumulated amounts due to the holders of such securities.

Additionally, the terms of our secured credit facility provide generally that distributions the Operating Partnership makes to us and the other partners in the Operating Partnership (i) may not exceed the greater of the amount necessary to maintain our status as a REIT or 95% of FFO, so long as there is no event of default (as defined), (ii) in the event of a default, may be restricted to the minimum amount necessary to maintain our status as a REIT and (iii) in the event of default for nonpayment of amounts due under the facility, the Operating Partnership may be prohibited from making any distributions. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay any future dividends to our stockholders for one or more dividend periods which, in turn, could jeopardize our ability to maintain qualification as a REIT.

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

Since our Properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions and, in particular, to adverse economic developments affecting the operating results of Properties in our five largest markets.  

Our Properties are located principally in the southeastern and midwestern United States. Our Properties located in the southeastern United States accounted for approximately 47.3% of our total revenues from all Properties for the year ended December 31, 2020 and currently include 28 malls, 12 associated centers, 6 community centers and 4 office buildings. Our Properties located in the midwestern United States accounted for approximately 25.3% of our total revenues from all Properties for the year ended December 31, 2020 and currently include 16 malls, 2 associated centers and 2 self-storage facilities. Further, the Properties located in our five largest metropolitan area markets - Chattanooga, TN; St. Louis, MO; Lexington, KY; Laredo, TX; and Madison, WI - accounted for approximately 7.0%, 6.1%, 5.1%, 5.0% and 3.8%, respectively, of our total revenues for the year ended December 31, 2020. No other market accounted for more than 3.6% of our total revenues for the year ended December 31, 2020.

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Our results of operations and funds available for distribution to shareholders therefore will be impacted generally by economic conditions in the southeastern and midwestern United States, and particularly by the results experienced at Properties located in our five largest market areas. While we already have Properties located in six states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

We have established several taxable REIT subsidiaries including our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm's length in nature.

If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.

We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and, in the future, will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.

If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors, with the consent of a majority of our stockholders, to revoke the REIT election.

Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to a non-affiliated charitable trust.

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by vote, value or number of shares (other than Charles Lebovitz, Executive Chairman of our Board of Directors and our former Chief Executive Officer, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules). The affirmative vote of 66 2/3% of our outstanding voting stock is required to amend this provision.

Our Board of Directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Historically, our Board of Directors has granted such waivers to certain institutional investors based upon the receipt of such opinions from the Company’s tax counsel. In connection with the previously disclosed Standstill Agreement entered into effective November 1, 2019 between the Company, Exeter Capital Investors, L.P., Exeter Capital GP LLC, WEM Exeter LLC, and Michael L. Ashner (collectively, the “Exeter Group”), pursuant to which Michael L. Ashner and Carolyn B. Tiffany

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also were appointed to the Company’s Board of Directors, the Board (following receipt of an appropriate opinion of tax counsel) approved the granting to the Exeter Group of a similar waiver (the “Exeter Ownership Limitation Waiver”) to enable the Exeter Group to beneficially own up to 9.8% of the Company’s outstanding common stock, subject to the terms of the Exeter Ownership Limitation Waiver. Exeter Capital Investors, L.P. is a single purpose entity controlled by Michael Ashner to acquire common shares in CBL. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust for the exclusive benefit of a charitable beneficiary to be designated by us, with a trustee designated by us, but who would not be affiliated with us or with the prohibited owner. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our certificate of incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all of our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. Also, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual Properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing Properties. The relatively low tax basis of such contributed Properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

Holders of common units and special common units in the Operating Partnership may have income tax liability attributable to their ownership of such units in excess of cash distributions.

It is possible that income taxes payable on taxable income allocated to a holder of common units or special common units in the Operating Partnership will exceed the cash distributions attributable thereto. This may occur because funds received by the Operating Partnership may be taxable income to the Operating Partnership (and thus allocated to holders of Operating Partnership units), while the Operating Partnership may use such funds for nondeductible operating or capital expenses of the Operating Partnership. This also could occur as a result of the voluntary or involuntary sale or other disposition (including a foreclosure sale) of one or more Properties owned by the Operating Partnership or subsidiaries of the Operating Partnership, or the retirement of any of the Operating Partnership’s or its subsidiaries’ debt at a discount. Thus, there may be years in which the tax liability attributable to the allocation of taxable income to holders of the Operating

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Partnership’s common units or special common units exceeds the cash distributions from the Operating Partnership attributable to such units. This is particularly true at the present time, as the Operating Partnership currently has suspended all distributions on its common units and special common units until further notice. In such a case, holders of such units would be required to fund (from other sources of funds) any resulting income tax liability on such taxable income allocations in excess of distributions from the Operating Partnership to the holders of such units. Allocations of income or loss to holders of the Operating Partnership’s common units or special common units continue while such holder owns such Operating Partnership units. If a holder of units exercises its right to exchange its Operating Partnership common units or special common units to Company stock (or the cash equivalent thereof, at the Company’s election), gain or loss may be triggered to such exercising holder on such exchange transaction, but such holder will not be allocated taxable income or loss attributable to such units with respect to any time period after the closing of such exchange except as otherwise required under the applicable tax rules.

Partnership tax audit rules could have a material adverse effect on us.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner's distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest, could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. The changes created by these rules are sweeping and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and certain provisions of Delaware law, may hinder any attempt to acquire us.

There are certain provisions of Delaware law, our amended and restated certificate of incorporation, our Third Amended and Restated Bylaws (the "Bylaws"), and other agreements to which we are a party that may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

 

The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our amended and restated certificate of incorporation generally prohibits ownership of more than 6% of the outstanding shares of our capital stock by any single stockholder determined by value (other than Charles Lebovitz, David Jacobs, Richard Jacobs and their affiliates under the Internal Revenue Code's attribution rules), subject to the ability of the Board of Directors to grant waivers in appropriate circumstances, such as the Exeter Ownership Limitation Waiver. In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our Board of Directors.

 

Supermajority Vote Required for Removal of Directors - Our governing documents provide that stockholders can remove directors with or without cause, but only by a vote of 75% of the outstanding voting stock. This provision makes it more difficult to change the composition of our Board of Directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

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Advance Notice Requirements for Stockholder Proposals – Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting. Alternatively, a stockholder (or group of stockholders) seeking to nominate candidates for election as directors pursuant to the proxy access provisions set forth in Section 2.8 of our Bylaws generally must provide advance written notice to our Secretary, containing information prescribed in the proxy access bylaw, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting.

 

Vote Required to Amend Bylaws – A vote of 66 2 / 3 % of our outstanding voting stock (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our Bylaws.

 

Delaware Anti-Takeover Statute – We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” (defined generally as a person owning 15% or more of a company's outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder unless:

 

(a)

before that person became an interested holder, our Board of Directors approved the transaction in which the interested holder became an interested stockholder or approved the business combination;

 

(b)

upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owns 85% of our voting stock outstanding at the time the transaction commenced (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

 

(c)

following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock not owned by the interested stockholder. Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving us and a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of our directors, if that extraordinary transaction is approved or not opposed by a majority of the directors who were directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such directors by a majority of directors then in office.

Certain ownership interests held by members of our senior management may tend to create conflicts of interest between such individuals and the interests of the Company and our Operating Partnership.  

Certain Property tenants are affiliated with members of our senior management. Our Bylaws provide that any contract or transaction between us or the Operating Partnership and one or more of our directors or officers, or between us or the Operating Partnership and any other entity in which one or more of our directors or officers are directors or officers or have a financial interest, must be approved by our disinterested directors or stockholders after the material facts of the relationship or interest of the contract or transaction are disclosed or are known to them. Our code of business conduct and ethics also contains provisions governing the approval of certain transactions involving the Company and employees (or immediate family members of employees, as defined therein) that are not subject to the provision of the Bylaws described above. Such transactions are also subject to the Company's related party transactions policy in the manner and to the extent detailed in the proxy statement filed with the SEC for the Company's 2019 annual meeting. Nevertheless, these affiliations could create conflicts between the interests of these members of senior management and the interests of the Company, our shareholders and the Operating Partnership in relation to any transactions between us and any of these entities.

ITEM 1B. UNRESOLVED STAFF COMMENTS  

None. 

ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to the Properties’ performance.

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Malls

We owned a controlling interest in 51 Malls and non-controlling interests in 10 Malls as of December 31, 2020. The Malls are primarily located in middle markets and generally have strong competitive positions because they are the only, or the dominant, regional mall in their respective trade areas. The Malls are generally anchored by two or more anchors or junior anchors and a wide variety of mall stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations.

We classify our regional Malls into three categories:

 

(1)

Stabilized Malls - Malls that have completed their initial lease-up and have been open for more than three complete calendar years.

 

(2)

Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the Stabilized Mall category. The Outlet Shoppes at Laredo was classified as a Non-stabilized Mall as of December 31, 2020 and 2019.

 

(3)

Excluded Malls - We exclude Malls from our core portfolio if they fall in the following categories, for which operational metrics are excluded:

 

Lender Malls - Properties for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the Property or convey the secured Property to the lender. Asheville Mall, EastGate Mall, Greenbrier Mall and Park Plaza were classified as Lender Malls as of December 31, 2020. Hickory Point Mall and Greenbrier Mall were classified as Lender Malls as of December 31, 2019. Burnsville Center and Hickory Point Mall were returned to the lenders in December 2020 and August 2020, respectively. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these Properties or they may be under cash management agreements with the respective servicers.

We own the land underlying each Mall in fee simple interest, except for Brookfield Square, Cross Creek Mall, Dakota Square Mall, EastGate Mall, Meridian Mall, St. Clair Square, Stroud Mall and WestGate Mall. We lease all or a portion of the land at each of these Malls subject to long-term ground leases.

The following table sets forth certain information for each of the Malls as of December 31, 2020. Due to temporary mall and store closures that occurred related to COVID-19, the majority of our tenants did not report sales for the full reporting period. As a result, we are not able to provide a complete measure of sales per square foot for the year ended December 31, 2020, and instead, presented below under the column Mall Store Sales per Square Foot the 2019 amounts (dollars in thousands, except for sales per square foot amounts):

 

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

2019 Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

TIER 1

Sales ≥ $375 or more per

   square foot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coastal Grand (6)

   Myrtle Beach, SC

 

2004

 

50%

 

 

 

1,037,502

 

 

 

341,803

 

 

$

400

 

 

 

90

%

 

Bed Bath & Beyond, Belk, Cinemark, Dick's Sporting Goods (7), former Dick's Sporting Goods (7), Dillard's, H&M, JC Penney, Sears

CoolSprings Galleria (6)

   Nashville, TN

 

1991

 

50%

 

 

 

1,166,284

 

 

 

430,938

 

 

 

595

 

 

 

95

%

 

Belk Men's & Kid's, Belk Women's & Home, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's

Cross Creek Mall

   Fayetteville, NC

 

1975/2003

 

100%

 

 

 

790,582

 

 

 

279,379

 

 

 

507

 

 

 

89

%

 

Belk, H&M, JC Penney, Macy's, Rooms To Go (8)

Fayette Mall

   Lexington, KY

 

1971/2001

 

100%

 

 

 

1,158,534

 

 

 

460,257

 

 

 

579

 

 

 

85

%

 

Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's

Friendly Center and The Shops at Friendly (6)

   Greensboro, NC

 

1957/ 2006/ 2007

 

50%

 

 

 

1,367,804

 

 

 

603,663

 

 

 

511

 

 

 

88

%

 

Barnes & Noble, Belk, Belk Home Store, Harris Teeter, Macy's, O2 Fitness, Regal Cinemas, REI, Sears, Truist, Whole Foods

36


 

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

2019 Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Hamilton Place

   Chattanooga, TN

 

1987

 

90%

 

 

 

1,160,861

 

 

 

331,240

 

 

 

418

 

 

 

93

%

 

Aloft Hotel (9), Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Dave & Buster's, Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women, former Forever 21, H&M, JC Penney

Hanes Mall

   Winston-Salem, NC

 

1975/2001

 

100%

 

 

 

1,435,164

 

 

 

468,462

 

 

 

390

 

 

 

91

%

 

Belk, Dave & Buster's, Dillard's, Encore, H&M, JC Penney, former Macy's (10), Novant Health (11)

Imperial Valley Mall

   El Centro, CA

 

2005

 

100%

 

 

 

762,695

 

 

 

214,055

 

 

 

404

 

 

 

88

%

 

Cinemark, Dillard's, JC Penney, Macy's, former Sears

Jefferson Mall

   Louisville, KY

 

1978/2001

 

100%

 

 

 

783,643

 

 

 

225,082

 

 

 

397

 

 

 

92

%

 

Dillard's, H&M, JC Penney, Round1 Bowling & Amusement, Ross Dress for Less, former Sears

Mall del Norte

   Laredo, TX

 

1977/2004

 

100%

 

 

 

1,219,244

 

 

 

408,251

 

 

 

444

 

 

 

88

%

 

Former Beall's, Cinemark, Dillard's, Foot Locker, H&M, JC Penney, Macy's, Macy's Home Store, Main Event, former Sears, TruFit Athletic Club

Northwoods Mall

   North Charleston, SC

 

1972/2001

 

100%

 

 

 

748,273

 

 

 

256,025

 

 

 

394

 

 

 

86

%

 

Belk, Books-A-Million, Burlington, Dillard's, JC Penney, Planet Fitness

Oak Park Mall (6)

   Overland Park, KS

 

1974/2005

 

50%

 

 

 

1,518,420

 

 

 

431,250

 

 

 

493

 

 

 

88

%

 

Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Forever 21, H&M, JC Penney, Macy's, Nordstrom

Old Hickory Mall

   Jackson, TN

 

1967/2001

 

100%

 

 

 

538,641

 

 

 

161,546

 

 

 

376

 

 

 

77

%

 

Belk, JC Penney, Macy's, former Sears

The Outlet Shoppes at

Atlanta (6)

   Woodstock, GA

 

2013

 

50%

 

 

 

405,146

 

 

 

380,339

 

 

 

450

 

 

 

89

%

 

Saks Fifth Ave OFF 5TH

The Outlet Shoppes at

El Paso (6)

   El Paso, TX

 

2007/2012

 

50%

 

 

 

433,046

 

 

 

411,007

 

 

 

444

 

 

 

92

%

 

H&M

The Outlet Shoppes of the Bluegrass (6)

   Simpsonville, KY

 

2014

 

65%

 

 

 

428,072

 

 

 

381,372

 

 

 

435

 

 

 

93

%

 

H&M, former Saks Fifth Ave OFF 5TH

Parkway Place

   Huntsville, AL

 

1957/1998

 

100%

 

 

 

647,808

 

 

 

278,630

 

 

 

401

 

 

 

86

%

 

Belk, Dillard's

Richland Mall

   Waco, TX

 

1980/2002

 

100%

 

 

 

693,448

 

 

 

191,870

 

 

 

392

 

 

 

88

%

 

Former Beall's, Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women (12), former Dillard's for Women (12), JC Penney

Southpark Mall

   Colonial Heights, VA

 

1989/2003

 

100%

 

 

 

675,644

 

 

 

212,237

 

 

 

388

 

 

 

95

%

 

Dick's Sporting Goods, H&M, JC Penney, Macy's, Regal Cinemas, former Sears

St. Clair Square (13)

   Fairview Heights, IL

 

1974/1996

 

100%

 

 

 

1,067,610

 

 

 

290,355

 

 

 

388

 

 

 

92

%

 

Dillard's, JC Penney, Macy's, former Sears

Sunrise Mall

   Brownsville, TX

 

1979/2003

 

100%

 

 

 

799,379

 

 

 

234,644

 

 

 

439

 

 

 

91

%

 

Former Beall's, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, former Sears (14), Wave Fashion

West County Center (6)

   Des Peres, MO

 

1969/2007

 

50%

 

 

 

1,198,304

 

 

 

384,354

 

 

 

584

 

 

 

89

%

 

Barnes & Noble, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's, Nordstrom

Total Tier 1 Malls

 

 

 

 

 

 

 

 

20,036,104

 

 

 

7,376,759

 

 

$

463

 

 

 

90

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37


 

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

2019 Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

TIER 2

Sales ≥ $300 to < $375 per

   square foot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arbor Place

   Atlanta (Douglasville), GA

 

1999

 

100%

 

 

 

1,162,064

 

 

 

307,634

 

 

$

372

 

 

 

95

%

 

Bed Bath & Beyond, Belk, Dillard's, Forever 21, H&M, JC Penney, Macy's, Regal Cinemas, former Sears

Dakota Square Mall

   Minot, ND

 

1980/2012

 

100%

 

 

 

757,513

 

 

 

201,706

 

 

 

310

 

 

 

85

%

 

AMC Theatres, Barnes & Noble, JC Penney, Scheels, former Sears, Sleep Inn & Suites, Target

East Towne Mall

   Madison, WI

 

1971/2001

 

100%

 

 

 

801,252

 

 

 

211,963

 

 

 

336

 

 

 

78

%

 

Barnes & Noble, former Boston Store, Dick's Sporting Goods, Flix Brewhouse, former Gordman's, H&M, JC Penney, former Sears

Frontier Mall

   Cheyenne, WY

 

1981

 

100%

 

 

 

523,709

 

 

 

203,589

 

 

 

314

 

 

 

89

%

 

AMC Theatres, Dillard's, former Dillard's (15), Jax Outdoor Gear, JC Penney

Governor's Square (6)

   Clarksville, TN

 

1986

 

47.5%

 

 

 

696,075

 

 

 

249,193

 

 

 

354

 

 

 

87

%

 

AMC Theatres, Belk, Dick's Sporting Goods, Dillard's, JC Penney, Ross Dress for Less, former Sears

Harford Mall

   Bel Air, MD

 

1973/2003

 

100%

 

 

 

503,774

 

 

 

179,598

 

 

 

352

 

 

 

76

%

 

Encore, Macy's, former Sears

Kirkwood Mall

   Bismarck, ND

 

1970/2012

 

100%

 

 

 

820,490

 

 

 

216,626

 

 

 

303

 

 

 

90

%

 

H&M, former Herberger's (16), I. Keating Furniture, JC Penney, Scheels, Target

Layton Hills Mall

   Layton, UT

 

1980/2006

 

100%

 

 

 

482,120

 

 

 

212,674

 

 

 

366

 

 

 

88

%

 

Dick's Sporting Goods, Dillard's, JC Penney

Mayfaire Town Center

   Wilmington, NC

 

2004/2015

 

100%

 

 

 

654,345

 

 

 

334,964

 

 

 

354

 

 

 

89

%

 

Barnes & Noble, Belk, Flip N Fly, The Fresh Market, H&M, Michaels, Regal Cinemas

Northpark Mall

   Joplin, MO

 

1972/2004

 

100%

 

 

 

896,044

 

 

 

278,320

 

 

 

337

 

 

 

74

%

 

Dunham's Sports, H&M, JC Penney, Jo-Ann Fabrics & Crafts, Macy's Children's & Home, Macy's Women & Men's, former Sears, T.J. Maxx, Tilt, Vintage Stock

The Outlet Shoppes at Laredo

   Laredo, TX

 

2017

 

65%

 

 

 

358,122

 

 

 

315,375

 

 

N/A

 

*

 

74

%

 

H&M, Nike Factory Store

Parkdale Mall

   Beaumont, TX

 

1972/2001

 

100%

 

 

 

1,151,375

 

 

 

327,092

 

 

 

353

 

 

 

85

%

 

Former Ashley HomeStore, former Beall's, Dick's Sporting Goods, Dillard's, Forever 21, H&M, HomeGoods, JC Penney, former Macy's, former Sears, 2nd & Charles, Tilt Studio

Pearland Town Center (17)

   Pearland, TX

 

2008

 

100%

 

 

 

663,791

 

 

 

306,204

 

 

 

356

 

 

 

90

%

 

Barnes & Noble, Dick's Sporting Goods, Dillard's, Macy's

Post Oak Mall

   College Station, TX

 

1982

 

100%

 

 

 

787,554

 

 

 

300,029

 

 

 

332

 

 

 

93

%

 

Former Beall's, Conn's Home Plus, Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Macy's, former Sears

South County Center

   St. Louis, MO

 

1963/2007

 

100%

 

 

 

1,028,627

 

 

 

316,404

 

 

 

332

 

 

 

86

%

 

Dick's Sporting Goods, Dillard's, JC Penney, Macy's, former Sears

Southaven Towne Center

   Southaven, MS

 

2005

 

100%

 

 

 

607,529

 

 

 

184,433

 

 

 

331

 

 

 

82

%

 

Bed Bath & Beyond, Dillard's, former Gordman's, JC Penney, Sportsman's Warehouse, Urban Air Adventure Park

38


 

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

2019 Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Turtle Creek Mall

   Hattiesburg, MS

 

1994

 

100%

 

 

 

844,981

 

 

 

191,594

 

 

 

349

 

 

 

77

%

 

At Home, Belk, Dillard's, JC Penney, former Sears, Southwest Theaters, former Stein Mart

Valley View Mall

   Roanoke, VA

 

1985/2003

 

100%

 

 

 

863,447

 

 

 

336,687

 

 

 

364

 

 

 

96

%

 

Barnes & Noble, Belk, JC Penney, Macy's, Macy's for Home & Children, former Sears

Volusia Mall

   Daytona Beach, FL

 

1974/2004

 

100%

 

 

 

1,060,283

 

 

 

253,507

 

 

 

332

 

 

 

82

%

 

Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, Macy's, former Sears

West Towne Mall

   Madison, WI

 

1970/2001

 

100%

 

 

 

829,719

 

 

 

281,768

 

 

 

357

 

 

 

83

%

 

Dave & Buster's, Dick's Sporting Goods, Forever 21, Hobby Lobby (18), JC Penney, Total Wine & More, Von Maur (18), Urban Air Adventure Park

WestGate Mall (19)

   Spartanburg, SC

 

1975/1995

 

100%

 

 

 

950,781

 

 

 

241,022

 

 

 

346

 

 

 

74

%

 

Bed Bath & Beyond, Belk, Dick's Sporting Goods, Dillard's, H&M, JC Penney, Regal Cinemas, former Sears

Westmoreland Mall

   Greensburg, PA

 

1977/2002

 

100%

 

 

 

976,671

 

 

 

286,940

 

 

 

307

 

 

 

94

%

 

H&M, JC Penney, Live! Casino Pittsburgh, Macy's, Macy's Home Store, Old Navy, former Sears

York Galleria

   York, PA

 

1989/1999

 

100%

 

 

 

756,707

 

 

 

225,858

 

 

 

333

 

 

 

68

%

 

former Bon-Ton, Boscov's, Gold's Gym, H&M, Hollywood Casino (20), Marshalls

Total Tier 2 Malls

 

 

 

 

 

 

 

 

18,176,973

 

 

 

5,963,180

 

 

$

343

 

 

 

85

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TIER 3

Sales < $300 per square foot

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alamance Crossing

   Burlington, NC

 

2007

 

100%

 

 

 

904,662

 

 

 

255,132

 

 

$

269

 

 

 

67

%

 

Barnes & Noble, Belk, BJ's Wholesale Club, Carousel Cinemas, Dick's Sporting Goods, Dillard's, Hobby Lobby, JC Penney, Kohl's

Brookfield Square (21)

   Brookfield, WI

 

1967/2001

 

100%

 

 

 

864,339

 

 

 

306,306

 

 

 

261

 

 

 

84

%

 

Barnes & Noble, former Boston Store, H&M, JC Penney, Movie Tavern by Marcus, Whirlyball

CherryVale Mall

   Rockford, IL

 

1973/2001

 

100%

 

 

 

870,655

 

 

 

348,239

 

 

 

295

 

 

 

78

%

 

Barnes & Noble, Choice Home Center, JC Penney, Macy's, Tilt Studio

Eastland Mall

   Bloomington, IL

 

1967/2005

 

100%

 

 

 

732,651

 

 

 

247,509

 

 

 

282

 

 

 

76

%

 

former Bergner's, Kohl's, former Macy's, Planet Fitness, former Sears

Kentucky Oaks Mall (6)

   Paducah, KY

 

1982/2001

 

50%

 

 

 

774,764

 

 

 

286,505

 

 

 

257

 

 

 

68

%

 

Best Buy, Burlington, Dick's Sporting Goods, Dillard's, Dillard's Home Store, HomeGoods, JC Penney, Ross Dress for Less, Vertical Jump Park

Laurel Park Place

   Livonia, MI

 

1989/2005

 

100%

 

 

 

491,215

 

 

 

198,071

 

 

 

293

 

 

 

84

%

 

Dunham Sports, Von Maur

Meridian Mall (22)

   Lansing, MI

 

1969/1998

 

100%

 

 

 

945,997

 

 

 

267,302

 

 

 

288

 

 

 

74

%

 

Bed Bath & Beyond, Dick's Sporting Goods, H&M, High Caliber Karting, JC Penney, Launch Trampoline Park, Macy's, Planet Fitness, Schuler Books & Music, former Younkers

Mid Rivers Mall

   St. Peters, MO

 

1987/2007

 

100%

 

 

 

1,035,802

 

 

 

286,685

 

 

 

286

 

 

 

85

%

 

Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's, Marcus Theatres, former Sears, V-Stock

39


 

Mall / Location

 

Year of

Opening/

Acquisition

 

Our

Ownership

 

 

Total Center

SF (1)

 

 

Total

Mall Store

GLA (2)

 

 

2019 Mall

Store

Sales per

Square

Foot (3)

 

 

Percentage

Mall

Store GLA

Leased (4)

 

 

Anchors & Junior

Anchors (5)

Monroeville Mall

   Pittsburgh, PA

 

1969/2004

 

100%

 

 

 

985,073

 

 

 

446,576

 

 

 

282

 

 

 

82

%

 

Barnes & Noble, Cinemark, Dick's Sporting Goods, Forever 21, H&M, JC Penney, Macy's

Northgate Mall

   Chattanooga, TN

 

1972/2011

 

100%

 

 

 

660,790

 

 

 

181,157

 

 

 

296

 

 

 

72

%

 

Belk, Burlington, former JC Penney, former Sears

The Outlet Shoppes at Gettysburg

   Gettysburg, PA

 

2000/2012

 

50%

 

 

 

249,937

 

 

 

249,937

 

 

 

249

 

 

 

79

%

 

None

Stroud Mall (23)

   Stroudsburg, PA

 

1977/1998

 

100%

 

 

 

414,441

 

 

 

136,114

 

 

 

253

 

 

 

82

%

 

Cinemark, EFO Furniture Outlet, JC Penney, ShopRite

Total Tier 3 Malls

 

 

 

 

 

 

 

 

8,930,326

 

 

 

3,209,533

 

 

$

276

 

 

 

78

%

 

 

Total Mall Portfolio

 

 

 

 

 

 

 

 

47,143,403

 

 

 

16,549,472

 

 

$

389

 

 

 

86

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluded Malls (24)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lender Malls:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asheville Mall

   Asheville, NC

 

1972/1998

 

100%

 

 

 

973,371

 

 

 

265,467

 

 

N/A

 

 

N/A

 

 

Barnes & Noble, Belk, Dillard's for Men, Children & Home, Dillard's for Women, H&M, JC Penney, former Sears

EastGate Mall (25)

   Cincinnati, OH

 

1980/2003

 

100%

 

 

 

837,554

 

 

 

256,951

 

 

N/A

 

 

N/A

 

 

Dillard's Clearance, JC Penney, Kohl's, former Sears

Greenbrier Mall

   Chesapeake, VA

 

1981/2004

 

100%

 

 

 

897,040

 

 

 

269,798

 

 

N/A

 

 

N/A

 

 

Dillard's, former Gameworks, H&M, JC Penney, Macy's, former Sears

Park Plaza

   Little Rock, AR

 

1988/2004

 

100%

 

 

 

543,037

 

 

 

209,892

 

 

N/A

 

 

N/A

 

 

Dillard's for Men & Children, Dillard's for Women & Home, Forever 21, H&M

Total Lender Malls

 

 

 

 

 

 

 

 

3,251,002

 

 

 

1,002,108

 

 

 

 

 

 

 

 

 

 

 

 

* Non-stabilized Mall - Mall Store Sales per Square Foot metrics are excluded from Mall Store Sales per Square Foot totals by tier and Mall portfolio totals. The Outlet Shoppes at Laredo is a non-stabilized Mall.

(1)

Total center square footage includes square footage of attached shops, immediately adjacent Anchor and Junior Anchor locations and leased immediately adjacent freestanding locations immediately adjacent to the center.

(2)

Excludes tenants 20,000 square feet and over.

(3)

Due to temporary mall and store closures that occurred related to COVID-19, the majority of our tenants did not report sales for the full reporting period. As a result, we are not able to provide a complete measure of sales per square foot for the year ended December 31, 2020, and instead have presented the 2019 amounts. Totals represent weighted averages.

(4)

Includes tenants under 20,000 square feet with leases in effect as of December 31, 2020.

(5)

Anchors and Junior Anchors listed are immediately adjacent to the Malls or are in freestanding locations immediately adjacent to the Malls.

(6)

This Property is owned in an unconsolidated joint venture.

(7)

Coastal Grand - Dick’s Sporting Goods relocated to a new building near Dillard’s, which includes the addition of Golf Galaxy.

(8)

Cross Creek Mall – Redevelopment plans for this space include Rooms To Go.

(9)

Hamilton Place – Aloft Hotel is scheduled to open June 2021.

(10)

Hanes Mall – The former Macy’s was purchased by Truliant Credit Union for future offices. The timing of construction is still to be determined.

(11)

Hanes Mall – The former Sears was purchased in 2019 by Novant Health, which has indicated plans to redevelop this space for future medical office with the construction start and opening to be determined.

(12)

Richland Mall – Dillard’s relocated to the former Sears space in 2020.

(13)

St. Clair Square - We are the lessee under a ground lease for 20 acres. Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073. The rental amount is $41 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200.

(14)

Sunrise Mall – TruFit is under construction in the former Sears space.

(15)

Frontier Mall – Dillard’s downsized into one store during 2020.

(16)

Kirkwood Mall – The former Herberger’s space will be redeveloped for the addition of restaurants. Construction is expected to begin in 2021.

(17)

Pearland Town Center is a mixed-use center which combines retail, office and residential components. For segment reporting purposes, the retail portion of the center is classified in Malls and the office and residential portions are classified as All Other.

(18)

West Towne Mall – Hobby Lobby is expected to open in 2021 in the former Sears space. Von Maur is expected to open in 2022 in the former Boston Store space.

(19)

WestGate Mall - We are the lessee under several ground leases for approximately 53% of the underlying land. Assuming the exercise of renewal options available, at our election, the ground lease expires October 2044. The rental amount is $130 per year. In addition to base rent, the landlord receives 20% of the percentage rents collected. We have a right of first refusal to purchase the fee interest.

(20)

York Galleria – Construction for a new Hollywood Casino began in 2019 in the former Sears space with the opening scheduled for 2021.

(21)

Brookfield Square - The annual ground rent for 2020 was $59.

(22)

Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options. Fixed rent is $19 per year plus 3% to 4% of all rent.

(23)

Stroud Mall - We are the lessee under a ground lease, which extends through July 2089. The current rental amount is $70 per year, increasing by $10 every ten years through 2045. An additional $100 is paid every ten years.

40


 

(24)

Operational metrics are not reported for Excluded Malls.

(25)

EastGate Mall - Ground rent for the Dillard's parcel that extends through January 2022 is $24 per year.

Mall Stores

The Malls have approximately 4,724 Mall stores. National and regional retail chains (excluding local franchises) lease approximately 68.7% of the occupied Mall store GLA. Although Mall stores occupy only 34.8% of the total Mall GLA (the remaining 65.2% is occupied by Anchors and Junior Anchors and a small percentage is vacant), the Malls received 77.7% of their total revenues from Mall stores for the year ended December 31, 2020.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for mall stores as of December 31, 2020:

 

Year Ending

December 31,

 

Number of

Leases

Expiring

 

Annualized

Gross Rent (1)

 

 

GLA of

Expiring

Leases

 

 

Average

Annualized

Gross Rent

Per Square

Foot

 

 

Expiring

Leases as % of

Total

Annualized

Gross Rent (2)

 

 

Expiring

Leases as a %

of Total Leased

GLA  (3)

 

2021

 

704

 

$

67,026,974

 

 

 

1,761,118

 

 

$

38.06

 

 

 

13.7

%

 

 

13.3

%

2022

 

860

 

 

91,144,131

 

 

 

2,688,105

 

 

 

33.91

 

 

 

18.6

%

 

 

20.2

%

2023

 

634

 

 

86,986,318

 

 

 

2,315,323

 

 

 

37.57

 

 

 

17.8

%

 

 

17.4

%

2024

 

513

 

 

65,597,570

 

 

 

1,791,488

 

 

 

36.62

 

 

 

13.4

%

 

 

13.5

%

2025

 

353

 

 

51,811,352

 

 

 

1,270,250

 

 

 

40.79

 

 

 

10.6

%

 

 

9.6

%

2026

 

304

 

 

45,640,920

 

 

 

1,215,643

 

 

 

37.54

 

 

 

9.3

%

 

 

9.2

%

2027

 

230

 

 

36,430,710

 

 

 

882,205

 

 

 

41.30

 

 

 

7.5

%

 

 

6.6

%

2028

 

140

 

 

20,255,808

 

 

 

597,014

 

 

 

33.93

 

 

 

4.1

%

 

 

4.5

%

2029

 

115

 

 

13,695,509

 

 

 

485,640

 

 

 

28.20

 

 

 

2.8

%

 

 

3.7

%

2030

 

68

 

 

10,319,901

 

 

 

278,581

 

 

 

37.04

 

 

 

2.1

%

 

 

2.1

%

 

(1)

Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2020 for expiring leases that were executed as of December 31, 2020.

(2)

Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2020.

(3)

Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2020.

See page 62 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2020.

Mall Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by its sales. Mall store sales represent total sales amounts received from reporting tenants with space of less than 10,000 square feet.

The following table summarizes tenant occupancy costs as a percentage of total Mall store sales, excluding license agreements, for each of the past three years:

 

 

 

Year Ended December 31, (1)

 

 

 

2020

 

2019

 

 

2018

 

Mall store sales (in millions)

 

N/A (2)

 

$

4,386

 

 

$

4,498

 

Mall tenant occupancy costs

 

N/A (2)

 

 

12.07

%

 

 

12.30

%

 

(1)

In certain cases, we own less than a 100% interest in the Malls. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.

(2)

Due to the temporary mall and store closures that occurred, we do not believe occupancy cost to be an accurate measure for the year ended December 31, 2020.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2020” included herein for information regarding any liens or encumbrances related to our Malls. 

41


 

Other Property Types

Other property types include the following three categories:

 

(1)

Associated Centers - Retail properties that are adjacent to a regional mall complex and include one or more Anchors, or big box retailers along with smaller tenants. Anchor tenants typically include tenants such as T.J. Maxx, Michaels, Target and Kohl’s. Associated Centers are located adjacent to one of our Mall properties and are managed by the staff at the Mall.

 

(2)

Community Centers - Designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, or value-priced stores that attract shoppers to each center’s small shops. The tenants at our Community Centers typically offer necessities, value-oriented and convenience merchandise.

 

(3)

Office Buildings and Other

See Note 1 to the consolidated financial statements for additional information on the number of consolidated and unconsolidated Properties in each of the above categories related to our other property types. The following tables set forth certain information for each of our other property types at December 31, 2020:

 

Property / Location

 

Property

Type

 

Year of

Opening/ Most

Recent

Expansion

 

Company's

Ownership

 

 

Total

Center

SF (1)

 

 

Total

Leasable

GLA (2)

 

 

Percentage

GLA

Occupied (3)

 

 

Anchors &

Junior

Anchors

840 Greenbrier Circle

   Chesapeake, VA

 

Office

 

1983

 

100%

 

 

 

50,665

 

 

 

50,665

 

 

100%

 

 

None

Ambassador Town Center (4)

   Lafayette, LA

 

Community Center

 

2016

 

65%

 

 

 

419,301

 

 

 

265,328

 

 

97%

 

 

Costco (5), Dick's Sporting Goods, Marshalls, Nordstrom Rack

Annex at Monroeville

   Pittsburgh, PA

 

Associated Center

 

1986

 

100%

 

 

 

185,517

 

 

 

185,517

 

 

100%

 

 

Dick's Sporting Goods, Steel City Indoor Karting

CBL Center (6)

   Chattanooga, TN

 

Office

 

2001

 

92%

 

 

 

131,354

 

 

 

131,354

 

 

100%

 

 

None

CBL Center II (6)

   Chattanooga, TN

 

Office

 

2008

 

92%

 

 

 

74,941

 

 

 

74,941

 

 

97%

 

 

None

Coastal Grand Crossing (4)

   Myrtle Beach, SC

 

Associated Center

 

2005

 

50%

 

 

 

37,234

 

 

 

37,234

 

 

84%

 

 

PetSmart

CoolSprings Crossing

   Nashville, TN

 

Associated Center

 

1992

 

100%

 

 

 

366,451

 

 

 

78,810

 

 

82%

 

 

American Signature Furniture (5), Electronic Express (7), Gabe's (7), Target (5), Urban Air Adventure Park (7)

Courtyard at Hickory Hollow

   Nashville, TN

 

Associated Center

 

1979

 

100%

 

 

 

68,468

 

 

 

68,468

 

 

100%

 

 

AMC Theatres

EastGate Mall Self Storage (4)

   Cincinnati, OH

 

Other

 

2018

 

50%

 

 

 

93,501

 

 

N/A

 

 

N/A

 

 

None

Fremaux Town Center (4)

   Slidell, LA

 

Community Center

 

2014/2015

 

65%

 

 

 

616,339

 

 

 

488,339

 

 

89%

 

 

Best Buy, Dick's Sporting Goods, Dillard's (5), Kohl's, LA Fitness, Michaels, T.J. Maxx

Frontier Square

   Cheyenne, WY

 

Associated Center

 

1985

 

100%

 

 

 

186,552

 

 

 

16,527

 

 

100%

 

 

Ross Dress for Less (7), Target (5), T.J. Maxx (7)

Governor's Square Plaza (4)

   Clarksville, TN

 

Associated Center

 

1985/1988

 

50%

 

 

 

168,373

 

 

 

71,803

 

 

90%

 

 

Bed Bath & Beyond, Jo-Ann Fabrics & Crafts, Target (5)

Gunbarrel Pointe

   Chattanooga, TN

 

Associated Center

 

2000

 

100%

 

 

 

273,913

 

 

 

147,913

 

 

100%

 

 

Kohl's, Target (5), Whole Foods

Hamilton Corner

   Chattanooga, TN

 

Associated Center

 

1990/2005

 

90%

 

 

 

67,310

 

 

 

67,310

 

 

96%

 

 

None

Hamilton Crossing

   Chattanooga, TN

 

Associated Center

 

1987/2005

 

92%

 

 

 

192,074

 

 

 

98,961

 

 

100%

 

 

Electronic Express (5), HomeGoods (7), Michaels (7), T.J. Maxx

Hamilton Place Self Storage (4)

   Chattanooga, TN

 

Other

 

2020

 

50%

 

 

 

68,875

 

 

N/A

 

 

N/A

 

 

None

Hammock Landing (4)

   West Melbourne, FL

 

Community Center

 

2009/2015

 

50%

 

 

 

568,968

 

 

 

345,001

 

 

96%

 

 

Academy Sports + Outdoors, AMC Theatres, HomeGoods, Kohl's (5), Marshalls, Michaels, Ross Dress for Less, Target (5)

Harford Annex

   Bel Air, MD

 

Associated Center

 

1973/2003

 

100%

 

 

 

107,656

 

 

 

107,656

 

 

100%

 

 

Best Buy, Office Depot, PetSmart

42


 

Property / Location

 

Property

Type

 

Year of

Opening/ Most

Recent

Expansion

 

Company's

Ownership

 

 

Total

Center

SF (1)

 

 

Total

Leasable

GLA (2)

 

 

Percentage

GLA

Occupied (3)

 

 

Anchors &

Junior

Anchors

The Landing at Arbor Place

   Atlanta (Douglasville), GA

 

Associated Center

 

1999

 

100%

 

 

 

162,960

 

 

 

113,719

 

 

81%

 

 

Ben's Furniture and Antiques, Ollie's Bargain Outlet, former Toys R Us (5)

Layton Hills Convenience Center

   Layton, UT

 

Associated Center

 

1980

 

100%

 

 

 

92,942

 

 

 

92,942

 

 

76%

 

 

Bed Bath & Beyond

Layton Hills Plaza

   Layton, UT

 

Associated Center

 

1989

 

100%

 

 

 

18,836

 

 

 

18,836

 

 

100%

 

 

None

Mid Rivers Mall Self Storage (4)

   St. Peters, MO

 

Other

 

2019

 

50%

 

 

 

93,540

 

 

N/A

 

 

N/A

 

 

None

Parkdale Crossing

   Beaumont, TX

 

Associated Center

 

2002

 

100%

 

 

 

88,064

 

 

 

88,064

 

 

94%

 

 

Barnes & Noble

Parkdale Mall Self Storage (4)

   Beaumont, TX

 

Other

 

2020

 

50%

 

 

 

100,800

 

 

N/A

 

 

N/A

 

 

None

The Pavilion at Port Orange (4)

   Port Orange, FL

 

Community Center

 

2010

 

50%

 

 

 

398,030

 

 

 

398,030

 

 

89%

 

 

Belk, HomeGoods, Marshalls, Michaels, Regal Cinemas

Pearland Office

    Pearland, TX

 

Office

 

2009

 

100%

 

 

 

66,915

 

 

 

66,915

 

 

100%

 

 

None

The Plaza at Fayette

   Lexington, KY

 

Associated Center

 

2006

 

100%

 

 

 

215,745

 

 

 

215,745

 

 

84%

 

 

Cinemark, former Gordman's

The Promenade

   D'Iberville, MS

 

Community Center

 

2009/2014

 

85%

 

 

 

621,448

 

 

 

404,488

 

 

98%

 

 

Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Kohl's (5), Marshalls, Michaels, Ross Dress for Less, Target (5)

The Shoppes at Eagle Point (4)

   Cookeville, TN

 

Community Center

 

2018

 

50%

 

 

 

230,239

 

 

 

230,239

 

 

98%

 

 

Academy Sports + Outdoors, Publix, Ross Dress for Less

The Shoppes at Hamilton Place

   Chattanooga, TN

 

Associated Center

 

2003

 

92%

 

 

 

132,009

 

 

 

132,009

 

 

93%

 

 

Bed Bath & Beyond, Marshalls, Ross Dress for Less

The Shoppes at St. Clair Square

   Fairview Heights, IL

 

Associated Center

 

2007

 

100%

 

 

 

84,383

 

 

 

84,383

 

 

88%

 

 

Barnes & Noble

Sunrise Commons

   Brownsville, TX

 

Associated Center

 

2001

 

100%

 

 

 

205,571

 

 

 

104,126

 

 

91%

 

 

former Kmart (7), Marshalls, Ross Dress for Less

The Terrace

   Chattanooga, TN

 

Associated Center

 

1997

 

92%

 

 

 

158,175

 

 

 

158,175

 

 

100%

 

 

Academy Sports + Outdoors, Party City

West Towne Crossing

   Madison, WI

 

Associated Center

 

1980

 

100%

 

 

 

460,875

 

 

 

168,978

 

 

98%

 

 

Barnes & Noble, Best Buy, Kohl's (5), Metcalf's Markets (5), Nordstrom Rack, Office Max (7), former Shopko (5), former Stein Mart (7)

WestGate Crossing

   Spartanburg, SC

 

Associated Center

 

1985/1999

 

100%

 

 

 

158,262

 

 

 

158,262

 

 

91%

 

 

Big Air Trampoline Park, Hamricks, Jo-Ann Fabrics & Crafts

Westmoreland Crossing

   Greensburg, PA

 

Associated Center

 

2002

 

100%

 

 

 

278,995

 

 

 

278,995

 

 

99%

 

 

AMC Theatres, Dick's Sporting Goods, Levin Furniture, Michaels (7), T.J. Maxx (7)

York Town Center (4)

   York, PA

 

Associated Center

 

2007

 

50%

 

 

 

297,490

 

 

 

247,490

 

 

92%

 

 

Bed Bath & Beyond, Best Buy, Christmas Tree Shops, Dick's Sporting Goods (5), Ross Dress for Less, Staples

Total Other Property Types

 

 

 

 

 

 

 

 

7,542,771

 

 

 

5,197,223

 

 

94%

 

 

 

 

(1)

Total center square footage includes square footage of attached shops, attached and immediately adjacent Anchors and Junior Anchors and leased immediately adjacent freestanding locations.

(2)

All leasable square footage, including Anchors and Junior Anchors.

(3)

Includes all leased Anchors, Junior Anchors and tenants with leases in effect as of December 31, 2020.

(4)

This Property is owned in an unconsolidated joint venture.

(5)

Owned by the tenant.

(6)

We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 205,000 square feet, where our corporate headquarters is located. As of December 31, 2020, we occupied 45.3% of the total square footage of the buildings. 

(7)

Owned by a third party.

43


 

Other Property Types Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at Other Property Types as of December 31, 2020:

 

Year Ending

December 31,

 

Number of

Leases

Expiring

 

 

Annualized

Gross

Rent (1)

 

 

GLA of

Expiring

Leases

 

 

Average

Annualized

Gross Rent

Per Square

Foot

 

 

Expiring

Leases

as % of Total

Annualized

Gross

Rent (2)

 

 

Expiring

Leases as a

% of Total

Leased

GLA (3)

 

2021

 

 

58

 

 

$

7,450,172

 

 

 

346,177

 

 

$

21.52

 

 

 

9.2

%

 

 

7.9

%

2022

 

 

67

 

 

 

9,581,251

 

 

 

698,436

 

 

 

13.72

 

 

 

11.8

%

 

 

16.0

%

2023

 

 

56

 

 

 

8,771,804

 

 

 

400,863

 

 

 

21.88

 

 

 

10.8

%

 

 

9.2

%

2024

 

 

70

 

 

 

12,379,136

 

 

 

623,934

 

 

 

19.84

 

 

 

15.2

%

 

 

14.3

%

2025

 

 

74

 

 

 

15,133,409

 

 

 

887,157

 

 

 

17.06

 

 

 

18.6

%

 

 

20.3

%

2026

 

 

55

 

 

 

9,678,734

 

 

 

514,267

 

 

 

18.82

 

 

 

11.9

%

 

 

11.8

%

2027

 

 

28

 

 

 

6,568,482

 

 

 

295,979

 

 

 

22.19

 

 

 

8.1

%

 

 

6.8

%

2028

 

 

23

 

 

 

4,027,142

 

 

 

236,169

 

 

 

17.05

 

 

 

5.0

%

 

 

5.4

%

2029

 

 

24

 

 

 

3,605,540

 

 

 

147,778

 

 

 

24.40

 

 

 

4.4

%

 

 

3.4

%

2030

 

 

21

 

 

 

4,135,356

 

 

 

223,955

 

 

 

18.47

 

 

 

5.1

%

 

 

5.1

%

 

(1)

Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2020 for expiring leases that were executed as of December 31, 2020.

(2)

Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2020.

(3)

Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2020.

Debt on Other Property Types

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2020” included herein for information regarding any liens or encumbrances related to our Other Property Types. 

Anchors and Junior Anchors

Anchors and Junior Anchors are an important factor in a Property’s successful performance. However, over the past several years the number of traditional department store anchors has declined, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers, casinos, grocery stores and lifestyle retailers that engage consumers and encourage them to spend more time at our Properties. Anchors are generally a department store or, increasingly, other large format retailers, whose merchandise appeals to a broad range of shoppers and plays a significant role in generating customer traffic and creating a desirable location for the Property's tenants.

Anchors and Junior Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates for Anchor tenants are significantly lower than the rents charged to non-anchor tenants. Total rental revenues from Anchors and Junior Anchors accounted for 22.3% of the total revenues from our Properties in 2020. Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2020, the following Anchors and Junior Anchors were added to our Properties, as listed below:

 

Name

 

Property

 

Location

Dick’s Sporting Goods

 

Annex at Monroeville

 

Pittsburgh, PA

Dick’s Sporting Goods/Golf Galaxy

 

Coastal Grand

 

Myrtle Beach, SC

Levin Furniture

 

Westmoreland Crossing

 

Greensburg, PA

Live! Casino

 

Westmoreland Mall

 

Greensburg, PA

Main Event

 

Mall del Norte

 

Laredo, TX

Tilt

 

CherryVale Mall

 

Rockford, IL

44


 

 

As of December 31, 2020, the Properties had a total of 451 Anchors and Junior Anchors, including 56 vacant Anchor and Junior Anchor locations, and excluding Anchors and Junior Anchors at our Excluded Malls. The Anchors and Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2020 is as follows:

 

 

 

Number of Stores

 

 

Gross Leasable Area

 

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

Anchor/Junior Anchor

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total Gross Leased Area

 

JC Penney (1)

 

 

17

 

 

 

22

 

 

 

4

 

 

 

43

 

 

 

1,818,743

 

 

 

2,734,662

 

 

 

586,030

 

 

 

5,139,435

 

Dillard's

 

 

2

 

 

 

31

 

 

 

4

 

 

 

37

 

 

 

116,376

 

 

 

4,399,709

 

 

 

659,763

 

 

 

5,175,848

 

Macy's

 

 

10

 

 

 

15

 

 

 

3

 

 

 

28

 

 

 

1,075,483

 

 

 

2,290,257

 

 

 

658,388

 

 

 

4,024,128

 

Belk

 

 

5

 

 

 

12

 

 

 

4

 

 

 

21

 

 

 

430,017

 

 

 

1,651,861

 

 

 

397,480

 

 

 

2,479,358

 

Sears (1)

 

 

 

 

 

1

 

 

 

1

 

 

 

2

 

 

 

 

 

 

142,722

 

 

 

147,766

 

 

 

290,488

 

Academy Sports + Outdoors

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

199,091

 

 

 

 

 

 

 

 

 

199,091

 

AMC Theatres

 

 

5

 

 

 

 

 

 

1

 

 

 

6

 

 

 

191,414

 

 

 

 

 

 

56,255

 

 

 

247,669

 

American Signature Furniture

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

61,620

 

 

 

 

 

 

61,620

 

Ashley HomeStore

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,000

 

 

 

 

 

 

 

 

 

20,000

 

At Home

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

124,700

 

 

 

 

 

 

124,700

 

Barnes & Noble

 

 

16

 

 

 

 

 

 

 

 

 

16

 

 

 

485,305

 

 

 

 

 

 

 

 

 

485,305

 

Bed Bath & Beyond Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bed Bath & Beyond

 

 

10

 

 

 

 

 

 

 

 

 

10

 

 

 

281,868

 

 

 

 

 

 

 

 

 

281,868

 

Christmas Tree Shops

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

33,992

 

 

 

 

 

 

 

 

 

33,992

 

Bed Bath & Beyond Inc.

   Subtotal

 

 

11

 

 

 

 

 

 

 

 

 

11

 

 

 

315,860

 

 

 

 

 

 

 

 

 

315,860

 

Ben's Furniture and Antiques

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

35,895

 

 

 

 

 

 

 

 

 

35,895

 

Best Buy

 

 

5

 

 

 

 

 

 

1

 

 

 

6

 

 

 

182,485

 

 

 

 

 

 

44,239

 

 

 

226,724

 

Big Air Trampoline Park

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

33,938

 

 

 

 

 

 

 

 

 

33,938

 

BJ's Wholesale Club

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

85,188

 

 

 

 

 

 

 

 

 

85,188

 

Books-A-Million, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Books-A-Million

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,642

 

 

 

 

 

 

 

 

 

20,642

 

2nd & Charles

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

23,538

 

 

 

 

 

 

 

 

 

23,538

 

Books-A-Million, Inc. Subtotal

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

44,180

 

 

 

 

 

 

 

 

 

44,180

 

Boscov's (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

150,000

 

 

 

 

 

 

150,000

 

Burlington (2)

 

 

1

 

 

 

2

 

 

 

 

 

 

3

 

 

 

63,013

 

 

 

94,049

 

 

 

 

 

 

157,062

 

Carousel Cinemas

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

52,000

 

 

 

 

 

 

 

 

 

52,000

 

Choice Home Center

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

128,330

 

 

 

 

 

 

 

 

 

128,330

 

Cinemark

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

382,506

 

 

 

 

 

 

 

 

 

382,506

 

Conn's Home Plus

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

38,312

 

 

 

 

 

 

38,312

 

Costco

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

153,973

 

 

 

 

 

 

153,973

 

Dave & Buster's (2)

 

 

2

 

 

 

1

 

 

 

 

 

 

3

 

 

 

61,316

 

 

 

26,509

 

 

 

 

 

 

87,825

 

Dick's Sporting Goods Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dick's Sporting Goods

 

 

23

 

 

 

1

 

 

 

1

 

 

 

25

 

 

 

1,289,529

 

 

 

50,000

 

 

 

80,515

 

 

 

1,420,044

 

Dick's Warehouse

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

77,117

 

 

 

 

 

 

 

 

 

77,117

 

Dick's Sporting Goods Inc.

   Subtotal

 

 

24

 

 

 

1

 

 

 

1

 

 

 

26

 

 

 

1,366,646

 

 

 

50,000

 

 

 

80,515

 

 

 

1,497,161

 

Dunham's Sports

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

125,551

 

 

 

 

 

 

 

 

 

125,551

 

EFO Furniture & Mattress Outlet

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

92,732

 

 

 

 

 

 

 

 

 

92,732

 

Electronic Express (1)

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

87,573

 

 

 

 

 

 

87,573

 

Encore

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

76,096

 

 

 

 

 

 

 

 

 

76,096

 

Flip N Fly

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

27,972

 

 

 

 

 

 

 

 

 

27,972

 

Flix Brewhouse

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

39,150

 

 

 

 

 

 

 

 

 

39,150

 

Foot Locker

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

22,847

 

 

 

 

 

 

 

 

 

22,847

 

Forever 21

 

 

6

 

 

 

 

 

 

 

 

 

6

 

 

 

157,141

 

 

 

 

 

 

 

 

 

157,141

 

The Fresh Market

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

21,442

 

 

 

 

 

 

 

 

 

21,442

 

Gabe's (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

29,596

 

 

 

 

 

 

29,596

 

Gold's Gym

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

30,664

 

 

 

 

 

 

 

 

 

30,664

 

45


 

 

 

Number of Stores

 

 

Gross Leasable Area

 

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

Anchor/Junior Anchor

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total Gross Leased Area

 

H&M

 

 

28

 

 

 

 

 

 

 

 

 

28

 

 

 

615,342

 

 

 

 

 

 

 

 

 

615,342

 

Hamrick's

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

40,000

 

 

 

 

 

 

 

 

 

40,000

 

Harris Teeter

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

72,757

 

 

 

72,757

 

High Caliber Karting

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

75,077

 

 

 

 

 

 

 

 

 

75,077

 

Hobby Lobby

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

52,500

 

 

 

 

 

 

 

 

 

52,500

 

I. Keating Furniture

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

103,994

 

 

 

 

 

 

 

 

 

103,994

 

Jax Outdoor Gear (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

83,055

 

 

 

 

 

 

83,055

 

Jo-Ann Fabrics & Crafts

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

73,738

 

 

 

 

 

 

 

 

 

73,738

 

Kings Dining & Entertainment

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

22,678

 

 

 

 

 

 

 

 

 

22,678

 

Kohl's

 

 

2

 

 

 

4

 

 

 

1

 

 

 

7

 

 

 

142,205

 

 

 

312,731

 

 

 

83,000

 

 

 

537,936

 

LA Fitness

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

41,000

 

 

 

 

 

 

 

 

 

41,000

 

Launch Trampoline Park

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

31,989

 

 

 

 

 

 

 

 

 

31,989

 

Levin Furniture

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

55,314

 

 

 

 

 

 

 

 

 

55,314

 

Live! Casino Pittsburgh

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

129,552

 

 

 

 

 

 

 

 

 

129,552

 

LIVE Ventures, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

V-Stock

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

23,058

 

 

 

 

 

 

 

 

 

23,058

 

Vintage Stock

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

46,108

 

 

 

 

 

 

 

 

 

46,108

 

LIVE Ventures, Inc. Subtotal

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

69,166

 

 

 

 

 

 

 

 

 

69,166

 

Main Event

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

61,844

 

 

 

 

 

 

 

 

 

61,844

 

Marcus Theatres

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

57,500

 

 

 

 

 

 

 

 

 

57,500

 

Metcalfe's Market (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

67,365

 

 

 

 

 

 

67,365

 

Michaels (1)

 

 

6

 

 

 

1

 

 

 

 

 

 

7

 

 

 

132,595

 

 

 

23,645

 

 

 

 

 

 

156,240

 

Movie Tavern by Marcus

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

40,585

 

 

 

 

 

 

 

 

 

40,585

 

Nickles and Dimes, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tilt

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

64,658

 

 

 

 

 

 

 

 

 

64,658

 

Tilt Studio

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

121,949

 

 

 

 

 

 

 

 

 

121,949

 

Nickles and Dimes, Inc. Subtotal

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

186,607

 

 

 

 

 

 

 

 

 

186,607

 

Nike Factory Store

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

22,479

 

 

 

 

 

 

 

 

 

22,479

 

Nordstrom

 

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

385,000

 

 

 

385,000

 

Nordstrom Rack

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

56,053

 

 

 

 

 

 

 

 

 

56,053

 

O2 Fitness

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

27,048

 

 

 

 

 

 

 

 

 

27,048

 

Office Depot

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

23,425

 

 

 

 

 

 

 

 

 

23,425

 

OfficeMax (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

24,606

 

 

 

 

 

 

24,606

 

Old Navy

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,257

 

 

 

 

 

 

 

 

 

20,257

 

Ollie's Bargain Outlet

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

28,446

 

 

 

 

 

 

 

 

 

28,446

 

Party City

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,841

 

 

 

 

 

 

 

 

 

20,841

 

PetSmart

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

46,248

 

 

 

 

 

 

 

 

 

46,248

 

Planet Fitness

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

63,509

 

 

 

 

 

 

 

 

 

63,509

 

Publix

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

45,600

 

 

 

 

 

 

 

 

 

45,600

 

Regal Cinemas

 

 

4

 

 

 

1

 

 

 

1

 

 

 

6

 

 

 

211,725

 

 

 

57,854

 

 

 

60,400

 

 

 

329,979

 

REI

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,427

 

 

 

 

 

 

 

 

 

24,427

 

Ross Dress for Less (1)(2)

 

 

8

 

 

 

2

 

 

 

 

 

 

10

 

 

 

215,747

 

 

 

71,034

 

 

 

 

 

 

286,781

 

Round1 Bowling & Amusement

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

50,000

 

 

 

 

 

 

 

 

 

50,000

 

Saks Fifth Avenue OFF 5TH

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,807

 

 

 

 

 

 

 

 

 

24,807

 

Scheel's

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

200,536

 

 

 

 

 

 

 

 

 

200,536

 

Schuler Books & Music

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,116

 

 

 

 

 

 

 

 

 

24,116

 

ShopRite

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

87,381

 

 

 

 

 

 

 

 

 

87,381

 

Sleep Inn & Suites

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

123,506

 

 

 

123,506

 

Southwest Theaters

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

29,830

 

 

 

 

 

 

 

 

 

29,830

 

Sportsman's Warehouse (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

48,171

 

 

 

 

 

 

48,171

 

Staples

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,388

 

 

 

 

 

 

 

 

 

20,388

 

Steel City Indoor Karting

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

64,135

 

 

 

 

 

 

 

 

 

64,135

 

46


 

 

 

Number of Stores

 

 

Gross Leasable Area

 

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

 

 

 

 

 

Anchor Owned

 

 

 

 

 

Anchor/Junior Anchor

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total

 

 

Leased

 

 

Owned

 

 

Ground

Leased

 

 

Total Gross Leased Area

 

Target

 

 

 

 

 

8

 

 

 

 

 

 

8

 

 

 

 

 

 

948,730

 

 

 

 

 

 

948,730

 

The TJX Companies, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HomeGoods (1)

 

 

4

 

 

 

1

 

 

 

 

 

 

5

 

 

 

97,277

 

 

 

26,355

 

 

 

 

 

 

123,632

 

Marshalls

 

 

7

 

 

 

 

 

 

 

 

 

7

 

 

 

207,050

 

 

 

 

 

 

 

 

 

207,050

 

T.J. Maxx (1)

 

 

4

 

 

 

1

 

 

 

 

 

 

5

 

 

 

109,031

 

 

 

28,081

 

 

 

 

 

 

137,112

 

The TJX Companies, Inc. Subtotal

 

 

15

 

 

 

2

 

 

 

0

 

 

 

17

 

 

 

413,358

 

 

 

54,436

 

 

 

 

 

 

467,794

 

Total Wine and More (2)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

28,350

 

 

 

 

 

 

28,350

 

TruFit Athletic Club

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

45,179

 

 

 

 

 

 

 

 

 

45,179

 

Truist

 

 

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

60,000

 

 

 

60,000

 

Urban Air Adventure Park (1)

 

 

2

 

 

 

1

 

 

 

 

 

 

3

 

 

 

82,498

 

 

 

30,404

 

 

 

 

 

 

112,902

 

Vertical Trampoline Park

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,972

 

 

 

 

 

 

 

 

 

24,972

 

Von Maur (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

150,000

 

 

 

 

 

 

150,000

 

Wave Fashion

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

27,978

 

 

 

 

 

 

 

 

 

27,978

 

WhirlyBall

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

43,440

 

 

 

 

 

 

 

 

 

43,440

 

Whole Foods (1)

 

 

1

 

 

 

 

 

 

1

 

 

 

2

 

 

 

26,841

 

 

 

 

 

 

34,320

 

 

 

61,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacant Anchor/Junior Anchor:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacant - former Ashley HomeStore

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

20,487

 

 

 

 

 

 

 

 

 

20,487

 

Vacant - former Bealls

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

 

151,209

 

 

 

 

 

 

 

 

 

151,209

 

Vacant - former Bergner's

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

131,616

 

 

 

 

 

 

 

 

 

131,616

 

Vacant - former The Bon-Ton (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

131,915

 

 

 

 

 

 

131,915

 

Vacant - former Boston Store (1)

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

354,205

 

 

 

 

 

 

354,205

 

Vacant - former Dick's Sporting Goods

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

52,054

 

 

 

 

 

 

 

 

 

52,054

 

Vacant - former Dillard's (1)

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

159,142

 

 

 

 

 

 

159,142

 

Vacant - former Forever 21 (3)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

57,500

 

 

 

 

 

 

57,500

 

Vacant - former Gordman's

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

 

209,303

 

 

 

 

 

 

 

 

 

209,303

 

Vacant - former Herberger's (4)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

92,500

 

 

 

 

 

 

 

 

 

92,500

 

Vacant - former JC Penney (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

173,124

 

 

 

 

 

 

173,124

 

Vacant - former Kmart (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

101,445

 

 

 

 

 

 

101,445

 

Vacant - former Macy's (1)

 

 

1

 

 

 

2

 

 

 

 

 

 

3

 

 

 

69,974

 

 

 

271,678

 

 

 

 

 

 

341,652

 

Vacant - former Saks Fifth Avenue OFF 5TH

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

24,558

 

 

 

 

 

 

 

 

 

24,558

 

Vacant - former Sears (1)(2)

 

 

9

 

 

 

15

 

 

 

3

 

 

 

27

 

 

 

983,134

 

 

 

1,942,952

 

 

 

476,059

 

 

 

3,402,145

 

Vacant - former Shopko

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

97,773

 

 

 

 

 

 

97,773

 

Vacant - former Stein Mart (1)

 

 

1

 

 

 

1

 

 

 

 

 

 

2

 

 

 

30,463

 

 

 

21,200

 

 

 

 

 

 

51,663

 

Vacant - former Toys "R" Us (1)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

49,241

 

 

 

 

 

 

49,241

 

Vacant - former Younkers

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

93,597

 

 

 

 

 

 

 

 

 

93,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Developments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hollywood Casino (5)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

79,500

 

 

 

 

 

 

 

 

 

79,500

 

Rooms To Go (6)

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

45,000

 

 

 

 

 

 

 

 

 

45,000

 

Von Maur (7)

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

85,000

 

 

 

 

 

 

85,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Anchors/Junior Anchors

 

 

274

 

 

 

147

 

 

 

30

 

 

 

451

 

 

 

13,567,726

 

 

 

17,381,099

 

 

 

3,925,478

 

 

 

34,874,303

 

 

(1)

The following Anchors/Junior Anchors are owned by third parties: the former The Bon-Ton at York Galleria, Boscov’s at York Galleria, the former Boston Store at Brookfield Square, the former Boston Store at East Towne Mall, the former Dillard’s for Women at Richland Mall, Electronic Express at Hamilton Crossing, Gabe’s at CoolSprings Crossing, HomeGoods at Hamilton Crossing, Jax Outdoor Gear at Frontier Mall, JC Penney at Frontier Mall, the former JC Penney at Northgate Mall, the former Kmart at Sunrise Commons, the former Macy’s at Hanes Mall, Metcalfe’s Market at West Towne Crossing, Michaels at Hamilton Crossing, Michaels at Westmoreland Crossing, OfficeMax at West Towne Crossing, Ross Dress for Less at Frontier Square, Sears at Coastal Grand, the former Sears at Hanes Mall, the former Sears at Mall del Norte, the former Sears at Mid Rivers Mall, the former Sears at Northgate Mall, the former Sears at Parkdale Mall, the former Sears at Richland Mall, the former Sears at Sunrise Mall, the former Sears at Turtle Creek Mall, Sportsman’s Warehouse at Southaven Towne Center, the former Stein Mart at West Towne Crossing, T.J. Maxx at Frontier Square, T.J. Maxx at Westmoreland Crossing, the former Toys “R” Us at The Landing at Arbor Place, Urban Air Adventure Park at CoolSprings Crossing, Von Maur at West Towne Mall and Whole Foods at Friendly Center.

47


 

(2)

The following are owned by Seritage Growth Properties: Burlington at Kentucky Oaks Mall, Burlington at Northwoods Mall, Dave & Buster’s at West Towne Mall, Ross Dress for Less at Kentucky Oaks Mall, the former Sears at Imperial Valley Mall, the former Sears at West Towne Mall and Total Wine and More at West Towne Mall.

(3)

The upper floor of Belk for Men at Hamilton Place Mall was formerly subleased by Belk to Forever 21 and is now vacant.

(4)

The former Herberger’s space at Kirkwood Mall will be redeveloped for the addition of restaurants. Construction is expected to begin in 2021.

(5)

Hollywood Casino operates in the lower level of the former Sears at York Galleria. The upper level remains vacant.

(6)

The former Sears at Cross Creek Mall will be demolished and replaced with Rooms To Go.

(7)

A portion of the former Boston Store at West Towne Mall is being redeveloped into a Von Maur. The remainder remains vacant.

Mortgages Notes Receivable

We own one mortgage, which is collateralized by assignment of 100% of the ownership interests in the underlying real estate and related improvements. The mortgage is more fully described on Schedule IV in Part IV of this report.

Mortgage Loans Outstanding at December 31, 2020 (in thousands):

Property

 

Our

Ownership

Interest

 

 

Stated

Interest

Rate

 

 

Principal

Balance as

of

12/31/20 (1)

 

 

2021

Annual

Debt

Service (2)

 

 

Maturity

Date

 

Optional

Extended

Maturity

Date

 

 

Balloon

Payment

Due

on

Maturity (2)

 

 

Open to

Prepayment

Date (3)

 

Footnote

Consolidated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malls:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alamance Crossing

 

 

100

%

 

 

5.83

%

 

$

43,563

 

 

$

2,003

 

 

Jul-21

 

 

 

 

$

43,046

 

 

Open

 

(4)

 

Arbor Place

 

 

100

%

 

 

5.10

%

 

 

104,384

 

 

 

7,948

 

 

May-22

 

 

 

 

 

100,861

 

 

Open

 

(4)

 

Asheville Mall

 

 

100

%

 

 

5.80

%

 

 

62,121

 

 

 

6,115

 

 

Sep-21

 

 

 

 

 

60,582

 

 

Open

 

(5)

 

Brookfield Square Anchor Redevelopment

 

 

100

%

 

 

3.05

%

 

 

27,461

 

 

 

983

 

 

Oct-21

 

Oct-22

 

 

 

27,461

 

 

Open

 

(4)

(6)

Cross Creek Mall

 

 

100

%

 

 

4.54

%

 

 

106,883

 

 

 

9,931

 

 

Jan-22

 

 

 

 

 

101,688

 

 

Open

 

 

 

EastGate Mall

 

 

100

%

 

 

5.83

%

 

 

31,181

 

 

 

1,373

 

 

Apr-21

 

 

 

 

 

30,724

 

 

Open

 

(5)

 

Fayette Mall

 

 

100

%

 

 

5.42

%

 

 

141,393

 

 

 

5,613

 

 

May-21

 

 

 

 

 

138,943

 

 

Open