Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Document And Entity Information [Line Items] | ||
Entity Central Index Key | 0000910612 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-12494 | |
Entity Registrant Name | CBL & ASSOCIATES PROPERTIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 62-1545718 | |
Entity Address, Address Line One | 2030 Hamilton Place Blvd. | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Chattanooga | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37421 | |
City Area Code | 423 | |
Local Phone Number | 855-0001 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 196,572,248 | |
Common Stock, $0.01 par value | ||
Document And Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | CBL | |
Security Exchange Name | NYSE | |
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value | ||
Document And Entity Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | CBLprD | |
Security Exchange Name | NYSE | |
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value | ||
Document And Entity Information [Line Items] | ||
Title of 12(b) Security | 6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value | |
Trading Symbol | CBLprE | |
Security Exchange Name | NYSE | |
CBL & Associates Limited Partnership | ||
Document And Entity Information [Line Items] | ||
Entity Central Index Key | 0000915140 | |
Document Fiscal Year Focus | 2020 | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 333-182515-01 | |
Entity Registrant Name | CBL & ASSOCIATES LIMITED PARTNERSHIP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 62-1542285 | |
Entity Address, Address Line One | 2030 Hamilton Place Blvd. | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Chattanooga | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37421 | |
City Area Code | 423 | |
Local Phone Number | 855-0001 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Real estate assets: | |||
Land | [1] | $ 717,048 | $ 730,218 |
Buildings and improvements | [1] | 5,255,663 | 5,631,831 |
Real estate assets | [1] | 5,972,711 | 6,362,049 |
Accumulated depreciation | [1] | (2,228,632) | (2,349,404) |
Real estate investment property, net, before developments in progress | [1] | 3,744,079 | 4,012,645 |
Developments in progress | [1] | 31,822 | 49,351 |
Net investment in real estate assets | [1] | 3,775,901 | 4,061,996 |
Cash and cash equivalents | [1] | 106,807 | 32,816 |
Available-for-sale securities - at fair value (amortized cost of $151,762 in 2020) | [1] | 151,795 | |
Receivables: | |||
Tenant | [1] | 108,123 | 75,252 |
Other | [1] | 6,121 | 10,792 |
Mortgage and other notes receivable | [1] | 2,534 | 4,662 |
Investments in unconsolidated affiliates | [1] | 291,040 | 307,354 |
Intangible lease assets and other assets | [1] | 121,722 | 129,474 |
Total assets | [1] | 4,564,043 | 4,622,346 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 3,729,686 | 3,527,015 | |
Accounts payable and accrued liabilities | 221,946 | 231,306 | |
Total liabilities | [1] | 3,951,632 | 3,758,321 |
Commitments and contingencies | |||
Redeemable noncontrolling interests | 193 | 2,160 | |
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Common stock, $.01 par value, 350,000,000 shares authorized, 195,765,021 and 174,115,111 issued and outstanding in 2020 and 2019, respectively | 1,958 | 1,741 | |
Additional paid-in capital | 1,984,607 | 1,965,897 | |
Accumulated other comprehensive loss | 33 | ||
Dividends in excess of cumulative earnings | (1,397,131) | (1,161,351) | |
Total shareholders' equity | 589,492 | 806,312 | |
Noncontrolling interests | 22,726 | 55,553 | |
Total equity | 612,218 | 861,865 | |
Common units | |||
Accumulated other comprehensive loss | 33 | ||
Noncontrolling interests | 22,726 | 55,553 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,564,043 | 4,622,346 | |
CBL & Associates Limited Partnership | |||
Real estate assets: | |||
Land | [2] | 717,048 | 730,218 |
Buildings and improvements | [2] | 5,255,663 | 5,631,831 |
Real estate assets | [2] | 5,972,711 | 6,362,049 |
Accumulated depreciation | [2] | (2,228,632) | (2,349,404) |
Real estate investment property, net, before developments in progress | [2] | 3,744,079 | 4,012,645 |
Developments in progress | [2] | 31,822 | 49,351 |
Net investment in real estate assets | [2] | 3,775,901 | 4,061,996 |
Cash and cash equivalents | [2] | 106,799 | 32,813 |
Available-for-sale securities - at fair value (amortized cost of $151,762 in 2020) | [2] | 151,795 | |
Receivables: | |||
Tenant | [2] | 108,123 | 75,252 |
Other | [2] | 6,072 | 10,744 |
Mortgage and other notes receivable | [2] | 2,534 | 4,662 |
Investments in unconsolidated affiliates | [2] | 291,570 | 307,885 |
Intangible lease assets and other assets | [2] | 121,603 | 129,354 |
Total assets | [2] | 4,564,397 | 4,622,706 |
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||
Mortgage and other indebtedness, net | 3,729,686 | 3,527,015 | |
Accounts payable and accrued liabilities | 222,016 | 231,377 | |
Total liabilities | [2] | 3,951,702 | 3,758,392 |
Commitments and contingencies | |||
Redeemable noncontrolling interests | 193 | 2,160 | |
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Accumulated other comprehensive loss | 33 | ||
Partners' capital | |||
Preferred units | 565,212 | 565,212 | |
Common units | |||
General partner | 252 | 2,765 | |
Limited partners | 24,819 | 270,216 | |
Accumulated other comprehensive loss | 33 | ||
Total partners' capital | 590,316 | 838,193 | |
Noncontrolling interests | 22,186 | 23,961 | |
Total capital | 612,502 | 862,154 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,564,397 | 4,622,706 | |
Series D Preferred Stock | |||
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred stock outstanding | 18 | 18 | |
Series E Preferred Stock | |||
Preferred Stock, $.01 par value, 15,000,000 shares authorized: | |||
Preferred stock outstanding | $ 7 | $ 7 | |
[1] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 | ||
[2] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | ||
Available-for-sale securities, fair value | $ 151,762 | ||
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 | |
Preferred stock authorized (shares) | 15,000,000 | 15,000,000 | |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | |
Common stock authorized (shares) | 350,000,000 | 350,000,000 | |
Common stock issued (shares) | 195,765,021 | 174,115,111 | |
Common stock outstanding (shares) | 195,765,021 | 174,115,111 | |
Variable interest asset entities | [1] | $ 4,564,043 | $ 4,622,346 |
Variable interest liability entities | [1] | 3,951,632 | 3,758,321 |
CBL & Associates Limited Partnership | |||
Available-for-sale securities, fair value | 151,762 | ||
Variable interest asset entities | [2] | 4,564,397 | 4,622,706 |
Variable interest liability entities | [2] | 3,951,702 | $ 3,758,392 |
Variable Interest Entity Primary Beneficiary | |||
Variable interest asset entities | 364,893 | ||
Variable Interest Entity Primary Beneficiary | CBL & Associates Limited Partnership | |||
Variable interest asset entities | 364,893 | ||
Variable interest liability entities | 171,625 | ||
Variable Interest Entity Primary Beneficiary | Nonrecourse | |||
Variable interest liability entities | $ 171,625 | ||
Series D Preferred Stock | |||
Preferred stock outstanding (shares) | 1,815,000 | 1,815,000 | |
Dividend rate of preferred stock (as a percent) | 7.375% | 7.375% | |
Series E Preferred Stock | |||
Preferred stock outstanding (shares) | 690,000 | 690,000 | |
Dividend rate of preferred stock (as a percent) | 6.625% | 6.625% | |
[1] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 | ||
[2] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
REVENUES: | |||||
Rental revenues | $ 124,081 | $ 180,616 | $ 405,476 | $ 556,989 | |
Management, development and leasing fees | 2,104 | 2,216 | 5,251 | 7,325 | |
Other | 3,712 | 4,419 | 10,955 | 14,344 | |
Total revenues | [1] | 129,897 | 187,251 | 421,682 | 578,658 |
OPERATING EXPENSES: | |||||
Property operating | (20,396) | (27,344) | (63,011) | (82,856) | |
Depreciation and amortization | (53,477) | (64,168) | (162,042) | (198,438) | |
Real estate taxes | (17,215) | (18,699) | (53,500) | (57,766) | |
Maintenance and repairs | (8,425) | (10,253) | (25,675) | (34,327) | |
General and administrative | (25,497) | (12,467) | (62,060) | (48,901) | |
Loss on impairment | (46) | (135,688) | (146,964) | (202,121) | |
Litigation settlement | 2,480 | 22,688 | 2,480 | (65,462) | |
Other | (7) | (400) | (41) | ||
Total operating expenses | (122,576) | (245,938) | (511,172) | (689,912) | |
OTHER INCOME (EXPENSES): | |||||
Interest and other income | 1,975 | 1,367 | 5,263 | 2,212 | |
Interest expense | (61,137) | (50,515) | (160,760) | (156,995) | |
Gain on extinguishment of debt | 15,407 | 15,407 | 71,722 | ||
Gain on investments/deconsolidation | 11,174 | 11,174 | |||
Gain (loss) on sales of real estate assets | (55) | 8,056 | 2,708 | 13,811 | |
Income tax provision | (546) | (1,670) | (17,189) | (2,622) | |
Equity in earnings (losses) of unconsolidated affiliates | (7,389) | (1,759) | (12,450) | 3,421 | |
Total other expenses | (51,745) | (33,347) | (167,021) | (57,277) | |
Net loss | (44,424) | (92,034) | (256,511) | (168,531) | |
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | 937 | (763) | 1,631 | (631) | |
Net (income) loss attributable to the Company/Operating Partnership | (42,878) | (78,893) | (235,780) | (142,046) | |
Net income (loss) attributable to common shareholders/unitholders | (54,101) | (90,116) | (269,449) | (175,715) | |
Net (income) loss attributable to noncontrolling interests in: | |||||
Operating Partnership | 609 | 13,904 | 19,100 | 27,116 | |
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | 937 | (763) | 1,631 | (631) | |
Net (income) loss attributable to the Company/Operating Partnership | (42,878) | (78,893) | (235,780) | (142,046) | |
Preferred dividends declared | (11,223) | (33,669) | |||
Preferred dividends undeclared | (11,223) | (33,669) | |||
Net income (loss) attributable to common shareholders/unitholders | $ (54,101) | $ (90,116) | $ (269,449) | $ (175,715) | |
Basic and diluted per share data attributable to common shareholders: | |||||
Net income attributable to common shareholders/unitholders | $ (0.28) | $ (0.52) | $ (1.43) | $ (1.01) | |
Weighted-average common and potential dilutive common shares/units outstanding | 193,481 | 173,471 | 188,211 | 173,400 | |
CBL & Associates Limited Partnership | |||||
REVENUES: | |||||
Rental revenues | $ 124,081 | $ 180,616 | $ 405,476 | $ 556,989 | |
Management, development and leasing fees | 2,104 | 2,216 | 5,251 | 7,325 | |
Other | 3,712 | 4,419 | 10,955 | 14,344 | |
Total revenues | 129,897 | 187,251 | 421,682 | 578,658 | |
OPERATING EXPENSES: | |||||
Property operating | (20,396) | (27,344) | (63,011) | (82,856) | |
Depreciation and amortization | (53,477) | (64,168) | (162,042) | (198,438) | |
Real estate taxes | (17,215) | (18,699) | (53,500) | (57,766) | |
Maintenance and repairs | (8,425) | (10,253) | (25,675) | (34,327) | |
General and administrative | (25,497) | (12,467) | (62,060) | (48,901) | |
Loss on impairment | (46) | (135,688) | (146,964) | (202,121) | |
Litigation settlement | 2,480 | 22,688 | 2,480 | (65,462) | |
Other | (7) | (400) | (41) | ||
Total operating expenses | (122,576) | (245,938) | (511,172) | (689,912) | |
OTHER INCOME (EXPENSES): | |||||
Interest and other income | 1,975 | 1,367 | 5,263 | 2,212 | |
Interest expense | (61,137) | (50,515) | (160,760) | (156,995) | |
Gain on extinguishment of debt | 15,407 | 15,407 | 71,722 | ||
Gain on investments/deconsolidation | 11,174 | 11,174 | |||
Gain (loss) on sales of real estate assets | (55) | 8,056 | 2,708 | 13,811 | |
Income tax provision | (546) | (1,670) | (17,189) | (2,622) | |
Equity in earnings (losses) of unconsolidated affiliates | (7,389) | (1,759) | (12,450) | 3,421 | |
Total other expenses | (51,745) | (33,347) | (167,021) | (57,277) | |
Net loss | (44,424) | (92,034) | (256,511) | (168,531) | |
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | 937 | (763) | 1,631 | (631) | |
Net (income) loss attributable to the Company/Operating Partnership | (43,487) | (92,797) | (254,880) | (169,162) | |
Distributions to preferred unitholders declared | (11,223) | (33,669) | |||
Distributions to preferred unitholders undeclared | (11,223) | (33,669) | |||
Net income (loss) attributable to common shareholders/unitholders | (54,710) | (104,020) | (288,549) | (202,831) | |
Net (income) loss attributable to noncontrolling interests in: | |||||
Other consolidated subsidiaries/Net (income) loss attributable to noncontrolling interests | 937 | (763) | 1,631 | (631) | |
Net (income) loss attributable to the Company/Operating Partnership | (43,487) | (92,797) | (254,880) | (169,162) | |
Preferred dividends declared | (11,223) | ||||
Net income (loss) attributable to common shareholders/unitholders | $ (54,710) | $ (104,020) | $ (288,549) | $ (202,831) | |
Basic and diluted per share data attributable to common shareholders: | |||||
Net income attributable to common shareholders/unitholders | $ (0.27) | $ (0.52) | $ (1.43) | $ (1.01) | |
Weighted-average common and potential dilutive common shares/units outstanding | 201,690 | 200,230 | 201,551 | 200,158 | |
[1] | Management, development and leasing fees are included in the All Other category. See Note 3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net loss | $ 44,424 | $ 92,034 | $ 256,511 | $ 168,531 |
Other comprehensive income: | ||||
Unrealized gain on available-for-sale securities | 75 | 33 | ||
Comprehensive loss | (44,349) | (92,034) | (256,478) | (168,531) |
Other consolidated subsidiaries | 937 | (763) | 1,631 | (631) |
Operating Partnership | (609) | (13,904) | (19,100) | (27,116) |
Comprehensive (income) loss attributable to noncontrolling interests in: | ||||
Operating Partnership | (609) | (13,904) | (19,100) | (27,116) |
Other consolidated subsidiaries | 937 | (763) | 1,631 | (631) |
Comprehensive loss attributable to the Company: | (42,803) | (78,893) | (235,747) | (142,046) |
CBL & Associates Limited Partnership | ||||
Net loss | 44,424 | 92,034 | 256,511 | 168,531 |
Other comprehensive income: | ||||
Unrealized gain on available-for-sale securities | 75 | 33 | ||
Comprehensive loss | (44,349) | (92,034) | (256,478) | (168,531) |
Other consolidated subsidiaries | 937 | (763) | 1,631 | (631) |
Operating Partnership | (43,412) | (92,797) | (254,847) | (169,162) |
Comprehensive (income) loss attributable to noncontrolling interests in: | ||||
Operating Partnership | (43,412) | (92,797) | (254,847) | (169,162) |
Other consolidated subsidiaries | $ 937 | $ (763) | $ 1,631 | $ (631) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interests | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Dividends in Excess of Cumulative Earnings | Total Shareholders' Equity | Non controlling Interest |
Beginning balance at Dec. 31, 2018 | $ 1,032,165 | $ 25 | $ 1,727 | $ 1,968,280 | $ (1,005,895) | $ 964,137 | $ 68,028 | ||
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2018 | $ 3,575 | ||||||||
Net loss | (46,356) | (38,976) | (38,976) | (7,380) | |||||
Net loss | (453) | ||||||||
Dividends declared - common stock | (13,010) | (13,010) | (13,010) | ||||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||||
Issuance of common stock and restricted common stock | 717 | 9 | 708 | 717 | |||||
Cancellation of restricted common stock | (134) | (1) | (133) | (134) | |||||
Performance stock units | 313 | 313 | 313 | ||||||
Amortization of deferred compensation | 1,033 | 1,033 | 1,033 | ||||||
Adjustment for noncontrolling interests | (1,038) | 1,038 | (2,356) | (2,356) | 1,318 | ||||
Distributions to noncontrolling interests | (4,450) | (1,143) | (4,450) | ||||||
Contributions from noncontrolling interests | 455 | 455 | |||||||
Ending balance at Mar. 31, 2019 | 958,472 | 25 | 1,735 | 1,967,845 | (1,069,104) | 900,501 | 57,971 | ||
Ending balance of redeemable noncontrolling partnership interests at Mar. 31, 2019 | 3,017 | ||||||||
Beginning balance at Dec. 31, 2018 | 1,032,165 | 25 | 1,727 | 1,968,280 | (1,005,895) | 964,137 | 68,028 | ||
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2018 | 3,575 | ||||||||
Preferred dividends declared | (33,669) | ||||||||
Ending balance at Sep. 30, 2019 | 808,783 | 25 | 1,735 | 1,965,230 | (1,194,620) | 772,370 | 36,413 | ||
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2019 | 1,864 | ||||||||
Beginning balance at Mar. 31, 2019 | 958,472 | 25 | 1,735 | 1,967,845 | (1,069,104) | 900,501 | 57,971 | ||
Beginning balance of redeemable noncontrolling partnership interests at Mar. 31, 2019 | 3,017 | ||||||||
Net loss | (29,371) | (24,177) | (24,177) | (5,194) | |||||
Net loss | (317) | ||||||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||||
Issuance of common stock and restricted common stock | 21 | 21 | 21 | ||||||
Cancellation of restricted common stock | (5) | (5) | (5) | ||||||
Performance stock units | 312 | 312 | 312 | ||||||
Amortization of deferred compensation | 587 | 587 | 587 | ||||||
Adjustment for noncontrolling interests | (1,130) | 1,130 | (2,211) | (2,211) | 1,081 | ||||
Distributions to noncontrolling interests | (3,225) | (1,143) | (3,225) | ||||||
Contributions from noncontrolling interests | 4,148 | 4,148 | |||||||
Ending balance at Jun. 30, 2019 | 918,586 | 25 | 1,735 | 1,966,549 | (1,104,504) | 863,805 | 54,781 | ||
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2019 | 2,687 | ||||||||
Net loss | (91,223) | (78,893) | (78,893) | (12,330) | |||||
Net loss | (811) | ||||||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||||
Issuance of common stock and restricted common stock | 2 | 2 | 2 | ||||||
Cancellation of restricted common stock | (4) | (4) | (4) | ||||||
Performance stock units | 313 | 313 | 313 | ||||||
Amortization of deferred compensation | 591 | 591 | 591 | ||||||
Adjustment for noncontrolling interests | (1,132) | 1,131 | (2,221) | (2,221) | 1,089 | ||||
Distributions to noncontrolling interests | (2,857) | (1,143) | (2,857) | ||||||
Deconsolidation of investment | (4,270) | (4,270) | |||||||
Ending balance at Sep. 30, 2019 | 808,783 | 25 | 1,735 | 1,965,230 | (1,194,620) | 772,370 | 36,413 | ||
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2019 | 1,864 | ||||||||
Beginning balance at Dec. 31, 2019 | 861,865 | 25 | 1,741 | 1,965,897 | (1,161,351) | 806,312 | 55,553 | ||
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2019 | 2,160 | 2,160 | |||||||
Net loss | (138,136) | (122,673) | (122,673) | (15,463) | |||||
Net loss | (1,158) | ||||||||
Other comprehensive income (loss) | 22 | $ 22 | 22 | ||||||
Conversion of Operating Partnership common units into shares of common stock | 163 | 20,888 | 21,051 | (21,051) | |||||
Issuance of common stock and restricted common stock | 537 | 17 | 520 | 537 | |||||
Cancellation of restricted common stock | (97) | (1) | (96) | (97) | |||||
Performance stock units | 390 | 390 | 390 | ||||||
Amortization of deferred compensation | 633 | 633 | 633 | ||||||
Adjustment for noncontrolling interests | (60) | 60 | (10,341) | (10,341) | 10,281 | ||||
Distributions to noncontrolling interests | (731) | (731) | |||||||
Contributions from noncontrolling interests | 668 | 668 | |||||||
Ending balance at Mar. 31, 2020 | 725,091 | 25 | 1,920 | 1,977,891 | 22 | (1,284,024) | 695,834 | 29,257 | |
Ending balance of redeemable noncontrolling partnership interests at Mar. 31, 2020 | 1,062 | ||||||||
Beginning balance at Dec. 31, 2019 | 861,865 | 25 | 1,741 | 1,965,897 | (1,161,351) | 806,312 | 55,553 | ||
Beginning balance of redeemable noncontrolling partnership interests at Dec. 31, 2019 | 2,160 | 2,160 | |||||||
Conversion of Operating Partnership common units into shares of common stock | 21,065 | ||||||||
Ending balance at Sep. 30, 2020 | 612,218 | 25 | 1,958 | 1,984,607 | 33 | (1,397,131) | 589,492 | 22,726 | |
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2020 | 193 | 193 | |||||||
Beginning balance at Mar. 31, 2020 | 725,091 | 25 | 1,920 | 1,977,891 | 22 | (1,284,024) | 695,834 | 29,257 | |
Beginning balance of redeemable noncontrolling partnership interests at Mar. 31, 2020 | 1,062 | ||||||||
Net loss | (72,139) | (70,229) | (70,229) | (1,910) | |||||
Net loss | (654) | ||||||||
Other comprehensive income (loss) | (64) | (64) | (64) | ||||||
Issuance of common stock and restricted common stock | 2 | 2 | 2 | ||||||
Cancellation of restricted common stock | (14) | (14) | (14) | ||||||
Performance stock units | 379 | 379 | 379 | ||||||
Amortization of deferred compensation | 384 | 384 | 384 | ||||||
Adjustment for noncontrolling interests | (117) | 117 | 3,812 | 3,812 | (3,929) | ||||
Distributions to noncontrolling interests | (94) | (94) | |||||||
Contributions from noncontrolling interests | 25 | 25 | |||||||
Ending balance at Jun. 30, 2020 | 653,453 | 25 | 1,920 | 1,982,454 | (42) | (1,354,253) | 630,104 | 23,349 | |
Ending balance of redeemable noncontrolling partnership interests at Jun. 30, 2020 | 525 | ||||||||
Net loss | (44,002) | (42,878) | (42,878) | (1,124) | |||||
Net loss | (422) | ||||||||
Other comprehensive income (loss) | 75 | 75 | 75 | ||||||
Conversion of Operating Partnership common units into shares of common stock | 38 | (25) | 13 | (13) | |||||
Cancellation of restricted common stock | (1) | (1) | (1) | ||||||
Performance stock units | 2,420 | 2,420 | 2,420 | ||||||
Amortization of deferred compensation | 375 | 375 | 375 | ||||||
Adjustment for noncontrolling interests | (91) | 90 | (616) | (616) | 525 | ||||
Distributions to noncontrolling interests | (11) | (11) | |||||||
Ending balance at Sep. 30, 2020 | 612,218 | $ 25 | $ 1,958 | $ 1,984,607 | $ 33 | $ (1,397,131) | $ 589,492 | $ 22,726 | |
Ending balance of redeemable noncontrolling partnership interests at Sep. 30, 2020 | $ 193 | $ 193 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Dividends/distributions declared - common stock/unit (USD per share/unit) | $ 0.075 | |||||
Conversion of Operating Partnership common units into common stock (shares) | 3,814,729 | 16,333,947 | ||||
Issuance of common stock and restricted common stock (shares) | 5,891 | 1,633,345 | 1,681 | 15,634 | 863,174 | |
Cancellation of restricted common stock (shares) | 1,162 | 20,059 | 116,781 | 4,310 | 5,717 | 57,656 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (256,511) | $ (168,531) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 162,042 | 198,438 | ||
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts | 7,228 | 6,328 | ||
Net amortization of intangible lease assets and liabilities | (719) | (1,212) | ||
Gain on sales of real estate assets | (2,708) | (13,811) | ||
Gain on insurance proceeds | (1,644) | (421) | ||
Gain on investments/deconsolidation | (11,174) | |||
Write-off of development projects | 400 | 41 | ||
Share-based compensation expense | 5,090 | 3,838 | ||
Loss on impairment | 146,964 | 202,121 | ||
Gain on extinguishment of debt | (15,407) | (71,722) | ||
Equity in (earnings) losses of unconsolidated affiliates | 12,450 | (3,421) | ||
Distributions of earnings from unconsolidated affiliates | 6,130 | 15,635 | ||
Change in estimate of uncollectable rental revenues | 55,369 | 1,504 | ||
Change in deferred tax accounts | 15,596 | 1,026 | ||
Changes in: | ||||
Tenant and other receivables | (83,805) | (2,926) | ||
Other assets | (8,259) | (5,541) | ||
Accounts payable and accrued liabilities | 16,976 | 75,071 | ||
Net cash provided by operating activities | 59,192 | 225,243 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Additions to real estate assets | (47,838) | (90,436) | ||
Proceeds from sales of real estate assets | 3,593 | 128,364 | ||
Purchase of available-for-sale securities | (153,193) | |||
Proceeds from disposal of investments | 9,225 | |||
Proceeds from insurance | 988 | 740 | ||
Payments received on mortgage and other notes receivable | 898 | 1,853 | ||
Additional investments in and advances to unconsolidated affiliates | (11,170) | (2,634) | ||
Distributions in excess of equity in earnings of unconsolidated affiliates | 6,250 | 11,255 | ||
Changes in other assets | (1,032) | (2,497) | ||
Net cash provided by (used in) investing activities | (201,504) | 55,870 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from mortgage and other indebtedness | 365,246 | 1,043,496 | ||
Principal payments on mortgage and other indebtedness | (139,829) | (1,232,480) | ||
Additions to deferred financing costs | (705) | (15,545) | ||
Proceeds from issuances of common stock | 5 | 39 | ||
Contributions from noncontrolling interests | 693 | 4,603 | ||
Payment of tax withholdings for restricted stock awards | (87) | (132) | ||
Distributions to noncontrolling interests | (837) | (15,722) | ||
Dividends paid to holders of preferred stock/Distributions to preferred unitholders | (33,669) | |||
Dividends paid to common shareholders/Distributions to common unitholders | (25,959) | |||
Net cash provided by (used in) financing activities | 224,486 | (275,369) | ||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 82,174 | 5,744 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 59,058 | 57,512 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 141,232 | 63,256 | ||
Reconciliation from consolidated statements of cash flows to consolidated balance sheets: | ||||
Cash and cash equivalents | 106,807 | [1] | 34,565 | |
Restricted cash (1): | ||||
Restricted cash | [2] | 10,198 | 180 | |
Mortgage escrows | [2] | 24,227 | 28,511 | |
SUPPLEMENTAL INFORMATION: | ||||
Cash paid for interest, net of amounts capitalized | 108,617 | 136,117 | ||
CBL & Associates Limited Partnership | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | (256,511) | (168,531) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 162,042 | 198,438 | ||
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts | 7,228 | 6,328 | ||
Net amortization of intangible lease assets and liabilities | (719) | (1,212) | ||
Gain on sales of real estate assets | (2,708) | (13,811) | ||
Gain on insurance proceeds | (1,644) | (421) | ||
Gain on investments/deconsolidation | (11,174) | |||
Write-off of development projects | 400 | 41 | ||
Share-based compensation expense | 5,090 | 3,838 | ||
Loss on impairment | 146,964 | 202,121 | ||
Gain on extinguishment of debt | (15,407) | (71,722) | ||
Equity in (earnings) losses of unconsolidated affiliates | 12,450 | (3,421) | ||
Distributions of earnings from unconsolidated affiliates | 6,130 | 15,636 | ||
Change in estimate of uncollectable rental revenues | 55,369 | 1,504 | ||
Change in deferred tax accounts | 15,596 | 1,026 | ||
Changes in: | ||||
Tenant and other receivables | (83,805) | (2,926) | ||
Other assets | (8,259) | (5,541) | ||
Accounts payable and accrued liabilities | 16,972 | 75,067 | ||
Net cash provided by operating activities | 59,188 | 225,240 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Additions to real estate assets | (47,838) | (90,436) | ||
Proceeds from sales of real estate assets | 3,593 | 128,364 | ||
Purchase of available-for-sale securities | (153,193) | |||
Proceeds from disposal of investments | 9,225 | |||
Proceeds from insurance | 988 | 740 | ||
Payments received on mortgage and other notes receivable | 898 | 1,853 | ||
Additional investments in and advances to unconsolidated affiliates | (11,170) | (2,634) | ||
Distributions in excess of equity in earnings of unconsolidated affiliates | 6,250 | 11,255 | ||
Changes in other assets | (1,032) | (2,497) | ||
Net cash provided by (used in) investing activities | (201,504) | 55,870 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from mortgage and other indebtedness | 365,246 | 1,043,496 | ||
Principal payments on mortgage and other indebtedness | (139,829) | (1,232,480) | ||
Additions to deferred financing costs | (705) | (15,545) | ||
Proceeds from issuances of common stock | 5 | 39 | ||
Contributions from noncontrolling interests | 693 | 4,603 | ||
Payment of tax withholdings for restricted stock awards | (87) | (132) | ||
Distributions to noncontrolling interests | (837) | (8,369) | ||
Dividends paid to holders of preferred stock/Distributions to preferred unitholders | (33,669) | |||
Dividends paid to common shareholders/Distributions to common unitholders | (33,312) | |||
Net cash provided by (used in) financing activities | 224,486 | (275,369) | ||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 82,170 | 5,741 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 59,054 | 57,512 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 141,224 | 63,253 | ||
Reconciliation from consolidated statements of cash flows to consolidated balance sheets: | ||||
Cash and cash equivalents | 106,799 | [3] | 34,562 | |
Restricted cash (1): | ||||
Restricted cash | [4] | 10,198 | 180 | |
Mortgage escrows | [4] | 24,227 | 28,511 | |
SUPPLEMENTAL INFORMATION: | ||||
Cash paid for interest, net of amounts capitalized | $ 108,617 | $ 136,117 | ||
[1] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 | |||
[2] | Included in intangible lease assets and other assets in the condensed consolidated balance sheets | |||
[3] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7 | |||
[4] | Included in intangible lease assets and other assets in the condensed consolidated balance sheets. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Capital - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | |
Beginning balance of redeemable noncontrolling partnership interests | $ 2,160 | ||||||
Redeemable Noncontrolling Interests | |||||||
Dividends declared - common stock | $ (13,010) | ||||||
Preferred dividends declared | $ (11,223) | $ (11,223) | (11,223) | $ (33,669) | |||
Cancellation of restricted common stock | $ (1) | $ (14) | (97) | (4) | (5) | (134) | |
Performance stock units | 2,420 | 379 | 390 | 313 | 312 | 313 | |
Amortization of deferred compensation | 375 | 384 | 633 | 591 | 587 | 1,033 | |
Distributions to noncontrolling interests | (11) | (94) | (731) | (2,857) | (3,225) | (4,450) | |
Contributions from noncontrolling interests | 25 | 668 | 4,148 | 455 | |||
Deconsolidation of investment | (4,270) | ||||||
Ending balance of redeemable noncontrolling partnership interests | 193 | ||||||
Total Shareholders' Equity | |||||||
Redeemable Noncontrolling Interests | |||||||
Dividends declared - common stock | (13,010) | ||||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||
Cancellation of restricted common stock | (1) | (14) | (97) | (4) | (5) | (134) | |
Performance stock units | 2,420 | 379 | 390 | 313 | 312 | 313 | |
Amortization of deferred compensation | 375 | 384 | 633 | 591 | 587 | 1,033 | |
Non controlling Interest | |||||||
Redeemable Noncontrolling Interests | |||||||
Distributions to noncontrolling interests | (11) | (94) | (731) | (2,857) | (3,225) | (4,450) | |
Contributions from noncontrolling interests | 25 | 668 | 4,148 | 455 | |||
Deconsolidation of investment | (4,270) | ||||||
CBL & Associates Limited Partnership | |||||||
Beginning balance, partners' capital | 653,735 | 725,374 | 862,154 | 918,879 | 958,765 | 1,032,458 | 1,032,458 |
Beginning balance of redeemable noncontrolling partnership interests | 2,160 | ||||||
Redeemable Noncontrolling Interests | |||||||
Net loss | (44,002) | (72,139) | (138,136) | (91,223) | (29,371) | (46,356) | |
Other comprehensive income (loss) | 75 | (64) | 22 | ||||
Issuances of common units | 2 | 536 | 39 | (17) | 717 | ||
Dividends declared - common stock | (1,314) | (1,239) | (16,048) | ||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||
Cancellation of restricted common stock | (14) | (97) | (4) | (6) | (133) | ||
Performance stock units | 2,419 | 379 | 390 | 313 | 313 | 312 | |
Amortization of deferred compensation | 379 | 384 | 633 | 591 | 587 | 1,033 | |
Allocation of partners' capital | (92) | (118) | (65) | (1,134) | (1,130) | (1,038) | |
Distributions to noncontrolling interests | (12) | (94) | (731) | (1,581) | (1,948) | (1,412) | |
Contributions from noncontrolling interests | 25 | 668 | 4,148 | 455 | |||
Deconsolidation of investment | (4,270) | ||||||
Ending balance, partners' capital | 612,502 | 653,735 | 725,374 | 809,073 | 918,879 | 958,765 | 809,073 |
Ending balance of redeemable noncontrolling partnership interests | 193 | ||||||
CBL & Associates Limited Partnership | CBL & Associates Limited Partnership Redeemable Common Units | |||||||
Beginning balance of redeemable noncontrolling partnership interests | 525 | 1,062 | 2,160 | 2,687 | 3,017 | 3,575 | 3,575 |
Redeemable Noncontrolling Interests | |||||||
Net loss | (422) | (654) | (1,158) | (811) | (317) | (453) | |
Dividends declared - common stock | (1,143) | (1,143) | (1,143) | ||||
Allocation of partners' capital | 90 | 117 | 60 | 1,131 | 1,130 | 1,038 | |
Ending balance of redeemable noncontrolling partnership interests | 193 | 525 | 1,062 | 1,864 | 2,687 | 3,017 | 1,864 |
CBL & Associates Limited Partnership | Accumulated Other Comprehensive Income | |||||||
Beginning balance, partners' capital | (42) | 22 | |||||
Redeemable Noncontrolling Interests | |||||||
Other comprehensive income (loss) | 75 | (64) | 22 | ||||
Ending balance, partners' capital | 33 | (42) | 22 | ||||
CBL & Associates Limited Partnership | Total Shareholders' Equity | |||||||
Beginning balance, partners' capital | 630,600 | 701,683 | 838,193 | 905,657 | 947,686 | 1,020,347 | 1,020,347 |
Redeemable Noncontrolling Interests | |||||||
Net loss | (43,065) | (71,652) | (137,929) | (91,986) | (29,314) | (46,281) | |
Other comprehensive income (loss) | 75 | (64) | 22 | ||||
Issuances of common units | 2 | 536 | 39 | (17) | 717 | ||
Dividends declared - common stock | (1,314) | (1,239) | (16,048) | ||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||
Cancellation of restricted common stock | (14) | (97) | (4) | (6) | (133) | ||
Performance stock units | 2,419 | 379 | 390 | 313 | 313 | 312 | |
Amortization of deferred compensation | 379 | 384 | 633 | 591 | 587 | 1,033 | |
Allocation of partners' capital | (92) | (118) | (65) | (1,134) | (1,130) | (1,038) | |
Ending balance, partners' capital | 590,316 | 630,600 | 701,683 | 800,939 | 905,657 | 947,686 | 800,939 |
CBL & Associates Limited Partnership | Non controlling Interest | |||||||
Beginning balance, partners' capital | 23,135 | 23,691 | 23,961 | 13,222 | 11,079 | 12,111 | 12,111 |
Redeemable Noncontrolling Interests | |||||||
Net loss | (937) | (487) | (207) | 763 | (57) | (75) | |
Distributions to noncontrolling interests | (12) | (94) | (731) | (1,581) | (1,948) | (1,412) | |
Contributions from noncontrolling interests | 25 | 668 | 4,148 | 455 | |||
Deconsolidation of investment | (4,270) | ||||||
Ending balance, partners' capital | 22,186 | 23,135 | 23,691 | 8,134 | 13,222 | 11,079 | 8,134 |
CBL & Associates Limited Partnership | General Partner | |||||||
Beginning balance, partners' capital | 658 | 1,372 | 2,765 | 3,448 | 3,867 | 4,628 | 4,628 |
Redeemable Noncontrolling Interests | |||||||
Net loss | (437) | (728) | (1,406) | (1,056) | (414) | (590) | |
Dividends declared - common stock | (151) | ||||||
Performance stock units | 24 | 4 | 4 | 4 | 3 | 3 | |
Amortization of deferred compensation | 8 | 11 | 18 | 6 | 6 | 11 | |
Allocation of partners' capital | (1) | (1) | (1) | (14) | (14) | (34) | |
Adjustment to record redeemable interests at redemption value | (8) | ||||||
Ending balance, partners' capital | 252 | 658 | 1,372 | 2,388 | 3,448 | 3,867 | 2,388 |
CBL & Associates Limited Partnership | Limited Partner | |||||||
Beginning balance, partners' capital | 64,772 | 135,077 | 270,216 | 336,997 | 378,607 | 450,507 | 450,507 |
Redeemable Noncontrolling Interests | |||||||
Net loss | (42,628) | (70,924) | (136,523) | (102,153) | (40,123) | (56,914) | |
Issuances of common units | 2 | 536 | 39 | (17) | 717 | ||
Dividends declared - common stock | (1,314) | (1,239) | (15,897) | ||||
Cancellation of restricted common stock | (14) | (97) | (4) | (6) | (133) | ||
Performance stock units | 2,395 | 375 | 386 | 309 | 310 | 309 | |
Amortization of deferred compensation | 371 | 373 | 615 | 585 | 581 | 1,022 | |
Allocation of partners' capital | (91) | (117) | (64) | (1,120) | (1,116) | (1,004) | |
Adjustment to record redeemable interests at redemption value | 8 | ||||||
Ending balance, partners' capital | 24,819 | 64,772 | 135,077 | 233,339 | 336,997 | 378,607 | 233,339 |
CBL & Associates Limited Partnership | Preferred Units | |||||||
Beginning balance, partners' capital | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 |
Beginning balance, partners' capital units (shares) | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 |
Redeemable Noncontrolling Interests | |||||||
Net loss | $ 11,223 | $ 11,223 | $ 11,223 | ||||
Preferred dividends declared | (11,223) | (11,223) | (11,223) | ||||
Ending balance, partners' capital | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 | $ 565,212 |
Ending balance, partners' capital units (shares) | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 | 25,050,000 |
CBL & Associates Limited Partnership | Common Units | |||||||
Beginning balance, partners' capital units (shares) | 201,691,000 | 201,706,000 | 200,189,000 | 200,230,000 | 200,220,000 | 199,415,000 | 199,415,000 |
Redeemable Noncontrolling Interests | |||||||
Issuance of common units (shares) | 6,000 | 1,633,000 | 2,000 | 15,000 | 863,000 | ||
Cancellation of restricted common stock | $ (1) | ||||||
Cancellation of restricted common units (shares) | (21,000) | (116,000) | (4,000) | (5,000) | (58,000) | ||
Ending balance, partners' capital units (shares) | 201,690,000 | 201,691,000 | 201,706,000 | 200,228,000 | 200,230,000 | 200,220,000 | 200,228,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 – Organization and Basis of Presentation Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States. CBL conducts substantially all its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. As of September 30, 2020, the Operating Partnership owned interests in the following properties: All Other Properties Malls (1) Associated Centers Community Centers Office Buildings and Other Total Consolidated Properties 52 20 1 4 (2) 77 Unconsolidated Properties (3) 10 3 5 4 22 Total 62 23 6 8 99 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) Includes CBL's two corporate office buildings. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. The Malls, All Other Properties ("Associated Centers, Community Centers, Office Buildings and Other") and the Construction Properties are collectively referred to as the “Properties” and individually as a “Property.” CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At September 30, 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 96.1% limited partner interest for a combined interest held by CBL of 97.1%. Historically, t he noncontrolling interest in the Operating Partnership has been held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. In March 2020, the Company issued 16,333,947 shares of the Company’s common stock to CBL’s Predecessor in exchange for a like number of common units of limited partnership interest in the Operating Partnership pursuant to exchange notices received from CBL’s Predecessor. Additionally, in July and August 2020, the Company issued 1,783,403 shares of the Company’s common stock to CBL’s Predecessor in exchange for a like number of common units of limited partnership interest in the Operating Partnership pursuant to exchange notices received from CBL’s Predecessor. At September 30, 2020, CBL’s Predecessor no longer owned any limited partner interest and third parties owned a 2.9% limited partner interest in the Operating Partnership. CBL's Predecessor owned 20.1 million shares of CBL’s common stock at September 30, 2020, for a total effective interest of 10.0% in the Operating Partnership. The Operating Partnership conducts the Company’s property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company”), to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended September 30 , 2020 are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K, as amended, for the year ended December 31, 2019. COVID-19 The COVID-19 pandemic has had, and likely will continue to have, repercussions across local, national and global economies and financial markets. COVID-19 has impacted all states where the Company’s tenants operate their businesses or where the Company’s properties are located and measures taken to prevent or remediate COVID-19, including “shelter-in place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on its business and the businesses of its tenants. The full extent of the adverse impact on, among other things, the Company’s results of operations, liquidity (including its ability to access capital markets), the possibility of future impairments of long-lived assets or its investments in unconsolidated joint ventures, its compliance with debt covenants, its ability to renew and re-lease its leased space, the outlook for the retail environment, potential bankruptcies or other store closings and its ability to develop, acquire, dispose or lease properties, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted. The Company has experienced, and expects to continue to experience, a material adverse impact on its revenues, results of operations, and cash flows for the year ended December 31, 2020. The situation is rapidly changing and additional impacts to the business may arise that the Company is not aware of currently. Delisting of Common Stock and Depositary Shares On November 2, 2020, the NYSE announced that (i) it had suspended trading in the Company’s stock and (ii) it had determined to commence proceedings to delist the Company’s common stock, as well as the depositary shares each representing a 1/10th fractional share of the Company’s 7.375% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and the depositary shares each representing a 1/10th fractional share of the Company’s 6.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), due to such securities no longer being suitable for listing based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company intends to appeal this decision in accordance with NYSE rules. In the meantime, effective November 3, 2020, the Company’s common stock and the depositary shares representing fractional interests in its Series D Preferred Stock and Series E Preferred Stock began trading on the OTC Markets, operated by the OTC Markets Group, Inc., under the symbols “CBLAQ”, “CBLDQ” and “CBLEQ”, respectively. A delisting of the Company’s common stock from the NYSE could negatively impact it by, among other things, reducing the trading liquidity of, and the market price for, its common stock. Liquidity and Going Concern Considerations In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, as well as the status of the Chapter 11 Cases. The Operating Partnership received notices of default and reservation of rights letters from the administrative agent under the secured credit facility asserting that certain defaults and events of default, as applicable, have occurred and continue to exist as of the date of this report by reason of the Operating Partnership’s failure to comply with certain restrictive covenants under the secured credit facility. As a result of these asserted defaults and events of default, the lenders under the secured credit facility declared all outstanding principal, accrued interest and letters of credit to be immediately due and payable. Subsequent to the lenders accelerating the outstanding balances under the secured credit facility, other events occurred that each constitute an event of default under the secured credit facility, including (i) the Operating Partnership failed to meet the minimum debt yield covenant under the secured credit facility as of September 30, 2020, (ii) the NYSE suspension of trading in the Company’s common stock and commencement of proceedings to delist the Company’s common stock and depositary shares representing fractional interests in each of its series of preferred stock and (iii) CBL and the Operating 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”) results in the automatic acceleration of all outstanding principal, accrued and unpaid interest, and letters of credit to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries , which may result in automatic acceleration of the outstanding principal and accrued interest 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 Voluntary Reorganization under Chapter 11 As described in Note 8 – Mortgage and Other Indebtedness, Net , On August 18, 2020, the Company entered into a Restructuring Support Agreement, as amended, (the “RSA”) with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts or other entities for the holders of beneficial owners (the “Consenting Noteholders”) representing in excess of 62%, including joining noteholders pursuant to joinder agreements, of the aggregate principal amount of the Notes. The terms of the RSA provide for a comprehensive restructuring of the Company’s capital structure to be implemented through a chapter 11 plan of reorganization (the “Plan”) to be filed in the Chapter 11 Cases. The Plan would eliminate the $1,375,000 principal amount of the Notes in exchange for the issuance of $500,000 of new first-priority senior secured notes due June 2028, approximately $50,000 of cash and approximately 90% of the new common equity of the Company to holders of the Notes. As a result, the Plan, if implemented, will result in the elimination of approximately $900,000 of debt, extension of the Company’s debt maturity schedule and a reduction in annual interest expense of more than $20,000. The Plan also contemplates eliminating the Company’s $626,250 obligation on its preferred stock in exchange for new common equity, warrants and up to $5,000 in cash, at the Company’s election. On October 28, 2020, the Operating Partnership was notified by the administrative agent and lenders that they elected to exercise their rights pursuant to the terms of the secured credit facility to (i) require that rents payable by tenants at the properties that are collateral to the secured credit facility be paid directly to the administrative agent and (ii) exercise all voting rights and other ownership rights in respect of all the equity interests in the subsidiaries of the Operating Partnership that are guarantors of the secured credit facility. Beginning on November 1, 2020 (the “Commencement Date”), the Debtors commenced the Chapter 11 Cases by filing voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) In re CBL & Associates Properties, Inc., et al. , Case No. 20-35226 The filing of the Chapter 11 Cases constituted an event of default that results in the automatic acceleration of all outstanding principal, accrued and unpaid interest, and letters of credit to be immediately due and payable with respect to the secured credit facility and the senior unsecured notes. On November 2, 2020, the Company filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default. On November 2, 2020, the Bankruptcy Court granted the Order and the Company and the administrative agent are negotiating the terms of a standstill pending further determination by the Bankruptcy Court. Following the Commencement Date, the Bankruptcy Court entered certain interim and final orders facilitating the Debtors’ operational transition into Chapter 11. These orders authorized the Debtors to, among other things, pay certain prepetition employee expenses and benefits, use their existing cash management system, maintain and administer customer programs, pay certain critical service providers, honor insurance-related obligations, and pay certain prepetition taxes and related fees on a final basis. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in automatic acceleration of the outstanding principal and accrued interest or may give the applicable lender the right to accelerate such amounts. In particular, subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assume and assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Debtor’s estate for such damages. Generally, the assumption or assumption and assignment of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this quarterly report, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease with the Debtors is qualified by any overriding rights the Company has under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease and the Debtors expressly preserve all of their rights with respect thereto. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Accounting Guidance Adopted Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments January 1, 2020 - Modified Retrospective The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity’s estimate of contractual cash flows not expected to be collected. The Company has determined that its available-for-sale debt securities, guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. ASU 2018-13, Fair Value Measurement January 1, 2020 - Prospective The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract January 1, 2020 - Prospective The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. Lease Modification Q&A April 1, 2020 – Prospective In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance related to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases The Company has elected to apply the relief provided under the Lease Modification Q&A and will avail itself of the election to avoid performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the COVID-19 pandemic and (2) result in the cash flows remaining substantially the same or less than the original contract. The Lease Modification Q&A had a material impact on the Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2020. However, its future impact to the Company is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering such concessions. The Lease Modification Q&A allows the Company to determine accounting policy elections at a disaggregated level, and the elections should be applied consistently by either the type of concession, underlying asset class or on another reasonable basis. As a result, the Company has made the following policy elections based on the type of concession agreed to with the respective tenant. Rent Deferrals The Company will account for rental deferrals using the receivables model as described within the Lease Modification Q&A. Under the receivables model, the Company will continue to recognize lease revenue in a manner that is unchanged from the original lease agreement and continue to recognize lease receivables and rental revenue during the deferral period. Rent Abatements The Company will account for rental abatements using the negative variable income model as described within the Lease Modification Q&A. Under the negative variable income model, the Company will recognize negative variable rent for the current period reduction of rental revenue associated with any lease concessions we provide. At September 30, 2020, the Company’s receivables include $22,127 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The Company granted abatements of $13,097 and $14,945 for the three and nine months ended September 30, 2020, respectively. The Company continues to assess rent relief requests from its tenants but is unable to predict the resolution or impact of these discussions. For agreements that are in currently under negotiation, the Company does not expect the impact to be material. Accounting Guidance Not Yet Adopted Description Financial Statement Effect and Other Information ASU 2020-04, Reference Rate Reform On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting Accounts Receivable Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectible portion of the portfolio is recorded as an adjustment to rental revenues. Management’s estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation. The duration of the COVID-19 pandemic and our tenants’ ability to resume operations once governmental and legislative restrictions are lifted has caused uncertainty in the Company’s ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, management’s collection assessment also took into consideration the type of retailer and current discussions with the tenants, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three and nine months ended September 30, 2020, the Company recorded $13,771 and $54,463, respectively, associated with potentially uncollectible revenues, which includes to $2,581 and $5,137, respectively, for straight line receivables Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or changes in circumstances indicate that recoverability of its investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic r esulted in sustained closure of the Company’s properties for a period of time , as well as the cessation of the operations of certain of its tenants, which has resulted and will likely continue to result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of worsening market and economic conditions resulting from the COVID-19 pandemic. As of September 30, 2020, the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans, policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the nine months ended September 30, 2020, the Company recorded impairment charges of $146,964 related to three of its malls. As of September 30, 2020, five other properties had impairment indicators; however, based on the Company’s plans with respect to those properties and the economic environment as of September 30, 2020, no additional impairment charges were recorded. As of September 30, 2020, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary. No impairments of investments in unconsolidated affiliates were recorded in the three and nine-month periods ended September 30, 2020 and 2019. As of September 30, 2020, there were indicators that the fair value of two investments in unconsolidated affiliates had declined below the Company’s carrying value of the investment; however, the decline was determined to not be other-than-temporary. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 3 – Revenues Revenues The following table presents the Company's revenues disaggregated by revenue source: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Rental revenues (1) $ 124,081 $ 180,616 $ 405,476 $ 556,989 Revenues from contracts with customers (ASC 606): Operating expense reimbursements (2) 2,360 2,449 6,852 6,653 Management, development and leasing fees (3) 2,104 2,216 5,251 7,325 Marketing revenues (4) 495 1,056 1,589 3,148 4,959 5,721 13,692 17,126 Other revenues 857 914 2,514 4,543 Total revenues (5) $ 129,897 $ 187,251 $ 421,682 $ 578,658 (1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases ( 2 ) Includes $2,217 in the Malls segment and $143 ( 3 ) Included in All Other segment. ( 4 ) Marketing revenues solely relate to the Malls segment for all periods presented. ( 5 ) Sales taxes are excluded from revenues. See Note 10 for information on the Company's segments. Revenue from Contracts with Customers Expected credit losses During the three and nine months ended September 30, 2020, the Company individually evaluated tenant receivables within the scope of ASC 606, of which a significant portion are short term. These receivables are assessed for collectability based on management’s best estimate of collection considering balances outstanding, historical collection levels and current economic trends. Outstanding Performance Obligations The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of September 30, 2020, the Company expects to recognize these amounts as revenue over the following periods: Performance obligation Less than 5 years 5-20 years Over 20 years Total Fixed operating expense reimbursements $ 26,881 $ 53,984 $ 48,398 $ 129,263 The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 4 – Leases Lessor The components of rental revenues are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed lease payments $ 99,255 $ 149,582 $ 335,799 $ 460,584 Variable lease payments 24,826 31,034 69,677 96,405 Total rental revenues $ 124,081 $ 180,616 $ 405,476 $ 556,989 The undiscounted future fixed lease payments to be received under the Company's operating leases as of September 30, 2020, are as follows : Years Ending December 31, Operating Leases 2020 (1) $ 101,314 2021 387,447 2022 330,263 2023 277,859 2024 226,620 2025 171,312 Thereafter 418,785 Total undiscounted lease payments $ 1,913,600 (1) Reflects rental payments for the fiscal period October 1, 2020 to December 31, 2020. Lessee The Company has eight ground leases and one office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from five to ten years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset where we have plans to continue operating our assets under the current terms associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The one office lease is subleased as of September 30 , 2020 . As of September 30 , 2020 , these leases have a weighted-average remaining lease term of 4 3 . 2 years and a weighted-average discount rate of 8.1 %. The components of lease expense are presented below: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Lease expense: Operating lease expense $ 113 $ 10 $ 352 $ 435 Variable lease expense 82 247 198 277 Total lease expense $ 195 $ 257 $ 550 $ 712 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure Level 1 – Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date. Level 2 – Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability. Level 3 – Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment. The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance. Fair Value Measurements on a Recurring Basis The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was $2,756,633 and $2,970,246 at September 30, 2020 and December 31, 2019, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently. During March 2020, the Company purchased U.S. Treasury securities that are scheduled to mature between April 2021 and June 2021. The Company has designated these securities as available-for-sale (“AFS”). The fair value of these securities was calculated based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. Treasury securities is an actively traded market given the high level of daily trading volume. The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the nine months ended September 30, 2020: AFS Security Amortized Cost Allowance for credit losses (1) Total unrealized gains/(losses) Fair Value U.S. Treasury securities $ 151,762 $ — $ 33 $ 151,795 (1) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the three and nine months ended September 30 , 2020. The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments Fair Value Measurements on a Nonrecurring Basis The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models. Long-lived Assets Measured at Fair Value in 2020 The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2020: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2020: Long-lived assets $ 166,900 $ — $ — $ 166,900 $ 146,964 During the nine months ended September 30, 2020, the Company recognized impairments of real estate of $146,964 related to three malls and one vacant land parcel. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Burnsville Center (1) Burnsville, MN Malls $ 26,562 $ 47,300 March Monroeville Mall (2) Pittsburgh, PA Malls 107,082 67,000 June Asheville Mall (3) Asheville, NC Malls 13,274 52,600 July Vacant land Pittsburgh, PA Malls 46 — $ 146,964 $ 166,900 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $47,300. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Burnsville Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.5%. (2) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $67,000. The mall had experienced a decline of NOI due to store closures and rent reductions. Management determined the fair value of Monroeville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 14.5%. (3) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $52,600. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Asheville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.25% and a discount rate of 14.0%. Long-lived Assets Measured at Fair Value in 201 9 The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2019: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2019: Long-lived assets $ 160,740 $ — $ — $ 160,740 $ 202,121 During the nine months ended September 30, 2019, the Company recognized impairments of real estate of $202,121 related to five malls and one community center: Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Greenbrier Mall (1) Chesapeake, VA Malls $ 22,770 $ 56,300 March/April Honey Creek Mall (2) Terre Haute, IN Malls 2,045 — June The Forum at Grandview (3) Madison, MS All Other 8,582 — June EastGate Mall (4) Cincinnati, OH Malls 33,265 25,100 September Mid Rivers Mall (5) St. Peters, MO Malls 83,621 53,340 September Laurel Park Place (6) Livonia, MI Malls 52,067 26,000 January/March Other adjustments (7) Various Malls (229 ) — $ 202,121 $ 160,740 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.5% and a discount rate of 11.5%. (2) The Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019. (3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The property was sold in July 2019. (4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.0%. (5) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $53,340. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Mid Rivers Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 12.5% and a discount rate of 13.25%. (6) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $26,000. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.5% and a discount rate of 14.0%. ( 7 ) Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods. |
Dispositions and Held for Sale
Dispositions and Held for Sale | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Dispositions and Held for Sale | Note 6 – Dispositions and Held for Sale The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity 2020 Dispositions The Company realized a gain of $2,708 related to the sale of three outparcels during the nine months ended September 30, 2020. The Company recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 8 Sale/Transfer Date Property Property Type Location Balance of Non-recourse Debt Gain on Extinguishment of Debt August Hickory Point Mall (1) Malls Forsyth, IL $ 27,446 $ 15,407 (1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. |
Unconsolidated Affiliates and N
Unconsolidated Affiliates and Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Unconsolidated Affiliates and Noncontrolling Interests | Note 7 – Unconsolidated Affiliates and Noncontrolling Interests Unconsolidated Affiliates Although the Company had majority ownership of certain joint ventures during 2020 and 2019, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of: • the pro forma for the development and construction of the project and any material deviations or modifications thereto; • the site plan and any material deviations or modifications thereto; • the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto; • any acquisition/construction loans or any permanent financings/refinancings; • the annual operating budgets and any material deviations or modifications thereto; • the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and • any material acquisitions or dispositions with respect to the project. As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting. At September 30, 2020, the Company had investments in 29 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to 65%. Of these entities, 17 are owned in 50/50 joint ventures. 2020 Activity - Unconsolidated Affiliates Atlanta Outlet JV, LLC In February 2020, Atlanta Outlet JV, LLC, a 50/50 joint venture, closed on a new loan in the amount of $4,680, with an interest rate of LIBOR plus 2.5% and a maturity date of November 2023 Note 12 for more information. BI Development II, LLC In June 2020, the Company entered into a joint venture, BI Development II, LLC, to acquire, redevelop and operate the vacant Sears parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. The Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE"). CBL/T-C, LLC As of September 30, 2020, the non-recourse loan that is secured by Oak Park Mall was in default. The loan, which matures in October 2025 . See Note 15 – Subsequent Events for more information. Impact of Chapter 11 Proceedings As described in Note 1 – Organization and Basis of Presentation , the filing of the Chapter 11 Cases subsequent to September 30, 2020 also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in automatic acceleration of the outstanding principal and accrued interest or may give the applicable lender the right to accelerate such amounts. There are 17 of such loans related to unconsolidated affiliates that have an aggregate outstanding balance of $ at September 30, 2020. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows: September 30, 2020 December 31, 2019 ASSETS: Investment in real estate assets $ 2,348,669 $ 2,293,438 Accumulated depreciation (846,097 ) (803,909 ) 1,502,572 1,489,529 Developments in progress 25,556 46,503 Net investment in real estate assets 1,528,128 1,536,032 Other assets 180,235 154,427 Total assets $ 1,708,363 $ 1,690,459 LIABILITIES: Mortgage and other indebtedness, net $ 1,435,891 $ 1,417,644 Other liabilities 53,583 41,007 Total liabilities 1,489,474 1,458,651 OWNERS' EQUITY: The Company 141,989 149,376 Other investors 76,900 82,432 Total owners' equity 218,889 231,808 Total liabilities and owners’ equity $ 1,708,363 $ 1,690,459 Three Months Ended September 30, 2020 2019 Total revenues $ 46,953 $ 52,867 Net income (loss) (1) $ (10,671 ) $ 81,300 (1) The Company's pro rata share of net loss is $(7,389) and $(1,759) for the three months ended September 30, 2020 and 2019, respectively. Nine Months Ended September 30, 2020 2019 Total revenues $ 154,128 $ 162,964 Net income (loss) (1) $ (12,139 ) $ 90,303 (1) The Company's pro rata share of net income (loss) is $(12,450) and $3,421 for the nine months ended September 30, 2020 and 2019, respectively. Noncontrolling Interests Noncontrolling interests consist of the following: As of September 30, 2020 December 31, 2019 Noncontrolling interests: Operating Partnership $ 540 $ 31,592 Other consolidated subsidiaries 22,186 23,961 $ 22,726 $ 55,553 Accounts Receivable See Note 2 – Summary of Significant Accounting Policies The duration of the COVID-19 pandemic and the unconsolidated affiliates’ tenants’ ability to resume operations once governmental and legislative restrictions are lifted has caused uncertainty in the unconsolidated affiliates’ ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, the unconsolidated affiliates’ collection assessment also took into consideration the type of retailer and current discussions with the tenants, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three and nine months ended September 30, 2020, the unconsolidated affiliates recorded $5,517 and $19,052, respectively, associated with potentially uncollectible revenues, which includes $830 and $1,265, respectively, for straight-line rent receivables. At September 30, 2020, the unconsolidated affiliates’ Receivables include $4,621 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The unconsolidated affiliates granted abatements of $4,231 and $5,421, respectively, for the three and nine months ended September 30, 2020. The unconsolidated affiliates continue to assess rent relief requests from their tenants but are unable to predict the resolution or impact of these discussions. For agreements that are currently under negotiation, the impact is not expected to be material. Variable Interest Entities In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis Interests Held Through Related Parties That Are under Common Control, The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors. Consolidated VIEs As of September 30, 2020, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50% to 92%. Unconsolidated VIEs The table below lists the Company's unconsolidated VIEs as of September 30, 2020: Unconsolidated VIEs: Investment in Real Estate Joint Ventures and Partnerships Maximum Risk of Loss Ambassador Infrastructure, LLC (1) $ — $ 9,360 BI Development, LLC — — BI Development II, LLC — — Bullseye, LLC — — Continental 425 Fund LLC 7,051 7,051 EastGate Storage, LLC (1) 558 3,808 Hamilton Place Self Storage (1) 1,340 8,342 Parkdale Self Storage, LLC (1) 983 7,483 PHG-CBL Lexington, LLC 35 35 Self Storage at Mid Rivers, LLC (1) 565 3,559 Shoppes at Eagle Point, LLC (1) 17,053 29,793 Vision - CBL Hamilton Place, LLC 3,686 3,686 $ 31,271 $ 73,117 (1) The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 for more information. |
Mortgage and Other Indebtedness
Mortgage and Other Indebtedness, Net | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness, Net | Note 8 – Mortgage and Other Indebtedness, Net Debt of the Company CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt. CBL is a limited guarantor of the senior unsecured notes (the "Notes"), as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured credit facility and secured term loan as of September 30, 2020. Debt of the Operating Partnership Net mortgage and other indebtedness consisted of the following: September 30, 2020 December 31, 2019 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating Properties $ 1,193,997 5.17 % $ 1,330,561 5.27 % Senior unsecured notes due 2023 (2) 448,265 5.25 % 447,894 5.25 % Senior unsecured notes due 2024 (3) 299,966 4.60 % 299,960 4.60 % Senior unsecured notes due 2026 (4) 618,136 5.95 % 617,473 5.95 % Total fixed-rate debt 2,560,364 5.31 % 2,695,888 5.35 % Variable-rate debt: Recourse loans on operating Properties 68,511 2.91 % 41,950 4.34 % Construction loan — — 29,400 4.60 % Secured line of credit (5) 675,925 9.50 % 310,925 3.94 % Secured term loan (5) 438,750 9.50 % 465,000 3.94 % Total variable-rate debt 1,183,186 9.12 % 847,275 3.98 % Total fixed-rate and variable-rate debt 3,743,550 6.51 % 3,543,163 5.02 % Unamortized deferred financing costs (6) (13,864 ) (16,148 ) Total mortgage and other indebtedness, net $ 3,729,686 $ 3,527,015 (1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. (2) The balance is net of an unamortized discount of $1,736 and $2,106 as of September 30, 2020 and December 31, 2019, respectively. (3) The balance is net of an unamortized discount of $34 and $40 as of September 30, 2020 and December 31, 2019, respectively. (4) The balance is net of an unamortized discount of $6,864 and $7,527 as of September 30, 2020 and December 31, 2019, respectively. (5) The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at September 30, 2020 was 9.50%. The variable interest rate at LIBOR based on original terms of senior secured facility is 2.41% as of September 30, 2020. ( 6 ) Includes $10,524 of unamortized deferred financing costs related to the secured term loan, senior unsecured notes and certain property-level, non-recourse mortgage loans that may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. Additionally, intangible lease assets and other assets includes $7,180 of unamortized deferred financing costs related to the secured line of credit that may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $2,334,160 at September 30, 2020. Senior Unsecured Notes Description Issued (1) Amount Interest Rate Maturity Date (2) 2023 Notes November 2013 $ 450,000 5.25 % December 2023 2024 Notes October 2014 300,000 4.60 % October 2024 2026 Notes December 2016 / September 2017 625,000 5.95 % December 2026 (1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above. ( 2 ) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2023 Notes, the 2024 Notes and the 2026 Notes may be redeemed prior to September 1, 2023, July 15, 2024, and September 15, 2026, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus %, 0.35 % and % for the 202 3 Notes, the 2024 Notes and the 202 6 Notes, respectively. The Company elected to not make the $11,813 interest payment due and payable on June 1, 2020, with respect to the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”) (the “2023 Notes Interest Payment”). The Company also elected to not make the $18,594 interest payment due and payable on June 15, 2020, with respect to the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the “2026 Notes”) (the “2026 Notes Interest Payment”). The Operating Partnership did not make either the 2023 Notes Interest Payment or the 2026 Notes Interest Payment by the last day of the respective 30-day grace periods provided for in the indenture governing the 2023 Notes and the 2026 Notes. The Operating Partnership’s failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment during the applicable grace periods constituted an “event of default” with respect to each of the 2023 Notes and the 2026 Notes. On August 5, 2020, the Operating Partnership made the 2023 Notes Interest Payment to the holders of the 2023 Notes and the 2026 Notes Interest Payment to the holders of the 2026 Notes. Accordingly, from and after such payment, the nonpayment of each of the 2023 Notes Interest Payment and the 2026 Notes Interest Payment no longer constitutes (i) an “event of default” under the indenture governing the 2023 Notes and the 2026 Notes that occurred and is continuing or (ii) to the extent provided in that certain forbearance agreement, dated as of July 22, 2020 (as amended, the “Bank Forbearance Agreement”) with the Agent for the Lenders under the secured credit facility, an “event of default” under the secured credit facility. See Financial Covenants and Restrictions below for more information. As described in Note 15 – Subsequent Events Note 1 – Organization and Basis of Presentation Senior Secured Credit Facility The Company has a $1,185,000 senior secured credit facility, which includes a revolving line of credit with a borrowing capacity of $685,000 and a term loan with an outstanding balance of $438,750 at September 30, 2020. The facility matures in July 2023 As further described in Note 1 – Organization and Basis of Presentation and in Financial Covenants and Restrictions below, the lenders have declared the outstanding obligations under the secured credit facility to be immediately due and payable. n August 6, 2020, the Operating Partnership received a notice of imposition of base rate and post-default rate letter from the administrative agent under the secured credit facility, which (i) informed the Operating Partnership that following an asserted event of default on March 19, 2020, all outstanding loans were converted to base rate loans at the expiration of the applicable interest periods and (ii) sought payment of $4,812 related thereto for April through June 2020 (the “Demand Interest”). The base rate is defined as the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the LIBOR Market Index Rate plus 1.0%, plus 1.25%. The base rate on September 30, 2020 was 4.50% based on the prime rate plus 1.25%. The administrative agent also informed the Operating Partnership that from and after August 6, 2020, interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at the time of notification and at September 30, 2020 was 9.50%. The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The terms of the facility also require the principal balance on the term loan to be reduced by $35,000 per year in quarterly installments. In March 2020, the Company drew $280,000 on its secured credit facility to increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of the COVID-19 pandemic. Financial Covenants and Restrictions The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional four malls, two associated centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered into a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement. See Financial Covenants and Restrictions below and Liquidity and Going Concern Considerations and Voluntary Reorganization under Chapter 11 in Note 1 – Organization and Basis of Presentation for information on the ongoing alleged defaults and events of defaults asserted by the administrative agent under the secured credit facility and the Company’s adversarial proceeding in response to the administrative agent and lenders asserting rights and remedies. Financial Covenants and Restrictions The agreements for the Notes and senior secured credit facility contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the Notes and the senior secured credit facility. Additionally, the senior secured credit facility contains a provision that any default on a payment of non-recourse indebtedness in excess of $150,000 is also a default of the senior secured credit facility. On each of May 26, 2020, June 2, 2020, June 16, 2020, August 6, 2020 and August 19, 2020, the Operating Partnership received notices of default and reservation of rights letters from the administrative agent under the secured credit facility, which asserted that certain defaults and events of default occurred and continue to exist by reason of the Operating Partnership’s failure to comply with certain restrictive covenants under the secured credit facility and resulting from the failure to make the 2023 Notes Interest Payment and the 2026 Notes Interest Payment prior to the expiration of the applicable grace periods. Additionally, as described above under Senior Secured Credit Facility , the Operating Partnership received notices of imposition of base rate and post-default rate from the administrative agent under the secured credit facility. On August 19, 2020, the Operating Partnership received from the administrative agent (i) a notice of default and reservation of rights letter, which asserted that each of the failure to pay the Demand Interest and the entry into the RSA constituted events of default under the terms of the secured credit facility and (ii) a notice of acceleration of obligations under the secured credit facility based on the events of default previously asserted by the administrative agent, pursuant to which, the administrative agent declared all outstanding principal, interest accruing at the base rate and the post-default rate, which as previously disclosed are rates being disputed by the Company, and letters of credit to be immediately due and payable. The administrative agent also terminated the revolving and swingline commitments and the obligation to issue letters of credit under the secured credit facility and instructed the Operating Partnership to deliver approximately $1,300 in cash to collateralize outstanding letters of credit. As of the date of this report, the lenders under the secured credit facility have not commenced foreclosure proceedings, but they may seek to exercise one or more such remedies in the future. In addition, as a result of the events of default asserted by the administrative agent in such letters, the administrative agent may deny the Operating Partnership’s request for future LIBOR interest periods, which would result in an increase in annual interest expense of approximately $19,277 based on the base rate and $74,355 based on the post-default rate. On October 16, 2020, the Company received an additional notice of default and reservation of rights letter from the Agent which asserted that certain defaults exist and continue to exist by reason of the Operating Partnership’s failure to comply with certain restrictive covenants in the Credit Agreement and resulting from the failure to make the $6,900 interest payment that was due and payable on October 15, 2020, to holders of the 2024 Notes and that such default will constitute an event of default under the Credit Agreement if such interest is not paid within the 30-day grace period. On October 28, 2020, the Operating Partnership was notified by the administrative agent and lenders that they elected to exercise their rights pursuant to the terms of the secured credit facility to (i) require that rents payable by tenants at the properties that are collateral to the secured credit facility be paid directly to the administrative agent and (ii) exercise all voting rights and other ownership rights in respect of all the equity interests in the subsidiaries of the Operating Partnership that are guarantors of the secured credit facility. Mortgages on Operating Properties 2020 Loan Repayments Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid (1) February Parkway Place 6.50% July 2020 $ 33,186 February Valley View Mall 6.50% July 2020 51,360 $ 84,546 (1) The Company retired the loans with borrowings from its secured line of credit. 2020 Loan Modification The maturity date for the fixed-rate loan secured by Jefferson Mall was extended from June 1, 2022 to June 1, 2026. The loan will be interest only through March 2021 when monthly payments of principal and interest will be made through the maturity date. 2020 Dispositions The following is a summary of the Company’s 2020 disposition for which the fixed rate loan secured by the mall was extinguished: Sale/Transfer Date Property Property Type Location Balance of Non-recourse Debt Gain on Extinguishment of Debt August Hickory Point Mall (1) Malls Forsyth, IL $ 27,446 $ 15,407 (1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. Loans in Default As of September 30, 2020, five non-recourse loans that are each secured by one of the Company’s malls were in default. The Company has been in discussions with the lenders for each of these properties regarding a restructure of each respective loan. As of the date of this report, the lenders under each of these loans have not accelerated the outstanding amount due and payable on the loans or commenced foreclosure proceedings, but they may seek to exercise one or more of these remedies in the future. Property Location Interest Rate Scheduled Maturity Date Loan Amount Greenbrier Mall Chesapeake, VA 5.41% Dec-19 $ 61,647 Burnsville Center Burnsville, MN 6.00% Jul-20 64,233 EastGate Mall Cincinnati, OH 5.83% Apr-21 31,726 Park Plaza Little Rock, AR 5.28% Apr-21 77,064 Asheville Mall Asheville, NC 5.80% Sep-21 62,863 As described in Note 1 – Organization and Basis of Presentation Scheduled Principal Payments As of September 30, 2020, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and the secured line of credit, are as follows: 2020 (1) $ 18,988 2021 559,094 2022 408,235 2023 1,493,534 2024 343,601 2025 38,472 Thereafter 764,380 3,626,304 Net unamortized discounts and premium (8,634 ) Unamortized deferred financing costs (13,864 ) Principal balance of loans with a maturity date prior to September 30, 2020 (2) 125,880 Total mortgage and other indebtedness, net $ 3,729,686 (1 ) Reflects payments for the fiscal period October 1, 2020 through December 31, 2020. (2) Represents the aggregate principal balance as of September 30, 2020 of two non-recourse loans, secured by Greenbrier Mall and Burnsville Center, which were in default. The loan secured by Greenbrier Mall matured in December 2019. The loan secured by Burnsville Center matured in July 2020. The Company’s mortgage and other indebtedness had a weighted-average maturity of 3.1 years as of September 30, 2020 and 3.7 years as of December 31, 2019. |
Mortgage and Other Notes Receiv
Mortgage and Other Notes Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Accounts Notes Loans And Financing Receivable Gross Allowance And Net [Abstract] | |
Mortgage and Other Notes Receivable | Note 9 – Mortgage and Other Notes Receivable The Company’s mortgage note receivable is collateralized by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants and unsecured notes received from third parties as whole or partial consideration for property or investments. Mortgage and other notes receivable consist of the following: As of September 30, 2020 As of December 31, 2019 Maturity Date Interest Rate Balance Interest Rate Balance Mortgages Dec 2016 (1) 2.65% $ 1,100 4.28% - 9.50% $ 2,637 Other Notes Receivable Sep 2021- Apr 2026 4.00% - 5.00% 1,434 4.00% - 5.00% 2,025 $ 2,534 $ 4,662 (1) Includes a $1,100 note with D'Iberville Promenade, LLC with a maturity date of December 2016, that is in default. This is secured by the joint venture partner’s interest in the joint venture. Expected credit losses As of September 30, 2020, the one mortgage note receivable is in default, but as noted above, the Company has a noncontrolling interest recorded related to the defaulting partner’s interest that serves as collateral on the note, and that amount is greater than the outstanding balance on the note. Based on this information, the Company did not record a credit loss for this class of receivables for the nine months ended September 30, 2020. During the nine months ended September 30, 2020, the Company assessed each of its note receivables factoring in credit quality indicators such as collection experience and future expectations of performance to determine whether a credit loss should be recorded. Based on this information, the Company wrote off a $1,230 note receivable associated with amounts due from a government sponsored district at The Shoppes at St. Clair during the three months ended March 31, 2020. The Company did not record any other credit losses for this class of receivables for the nine months ended September 30, 2020. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10 – Segment Information The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. Information on the Company’s segments is presented as follows: Three Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 115,661 $ 14,236 $ 129,897 Property operating expenses (3) (43,628 ) (2,408 ) (46,036 ) Interest expense (18,845 ) (42,292 ) (61,137 ) Loss on sales of real estate assets — (55 ) (55 ) Segment profit (loss) $ 53,188 $ (30,519 ) 22,669 Depreciation and amortization (53,477 ) General and administrative expense (25,497 ) Litigation settlement 2,480 Interest and other income 1,975 Gain on extinguishment of debt 15,407 Loss on impairment (46 ) Income tax provision (546 ) Equity in losses of unconsolidated affiliates (7,389 ) Net loss $ (44,424 ) Capital expenditures (4) $ 2,524 $ 1,262 $ 3,786 Three Months Ended September 30, 2019 Malls All Other (1) Total Revenues (2) $ 171,514 $ 15,737 $ 187,251 Property operating expenses (3) (53,384 ) (2,912 ) (56,296 ) Interest expense (20,866 ) (29,649 ) (50,515 ) Other expense — (7 ) (7 ) Gain on sales of real estate assets 3,292 4,764 8,056 Segment profit (loss) $ 100,556 $ (12,067 ) 88,489 Depreciation and amortization (64,168 ) General and administrative expense (12,467 ) Litigation settlement 22,688 Interest and other income 1,367 Loss on impairment (135,688 ) Gain on investments/deconsolidation 11,174 Income tax provision (1,670 ) Equity in losses of unconsolidated affiliates (1,759 ) Net loss $ (92,034 ) Capital expenditures (4) $ 34,961 $ 1,530 $ 36,491 Nine Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 381,013 $ 40,669 $ 421,682 Property operating expenses (3) (134,111 ) (8,075 ) (142,186 ) Interest expense (55,952 ) (104,808 ) (160,760 ) Other expense — (400 ) (400 ) Gain (loss) on sales of real estate assets (25 ) 2,733 2,708 Segment profit (loss) $ 190,925 $ (69,881 ) 121,044 Depreciation and amortization (162,042 ) General and administrative expense (62,060 ) Litigation settlement 2,480 Interest and other income 5,263 Gain on extinguishment of debt 15,407 Loss on impairment (146,964 ) Income tax provision (17,189 ) Equity in losses of unconsolidated affiliates (12,450 ) Net loss $ (256,511 ) Capital expenditures (4) $ 30,334 $ 4,915 $ 35,249 Nine Months Ended September 30, 2019 Malls All Other (1) Total Revenues (2) $ 526,354 $ 52,304 $ 578,658 Property operating expenses (3) (164,164 ) (10,785 ) (174,949 ) Interest expense (65,612 ) (91,383 ) (156,995 ) Other expense — (41 ) (41 ) Gain on sales of real estate assets 5,770 8,041 13,811 Segment profit (loss) $ 302,348 $ (41,864 ) 260,484 Depreciation and amortization (198,438 ) General and administrative expense (48,901 ) Litigation settlement (65,462 ) Interest and other income 2,212 Gain on extinguishment of debt 71,722 Loss on impairment (202,121 ) Gain on investments/deconsolidation 11,174 Income tax provision (2,622 ) Equity in earnings of unconsolidated affiliates 3,421 Net loss $ (168,531 ) Capital expenditures (4) $ 94,545 $ 3,058 $ 97,603 Total Assets Malls All Other (1) Total September 30, 2020 $ 3,926,908 $ 637,135 $ 4,564,043 December 31, 2019 $ 4,180,515 $ 441,831 $ 4,622,346 (1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company. (2) Management, development and leasing fees are included in the All Other category. See Note 3 (3) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (4) Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Earnings per Share and Earnings
Earnings per Share and Earnings per Unit | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share and Earnings per Unit | Note 11 – Earnings per Share and Earnings per Unit Earnings per Share of the Company Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no potential dilutive common shares and there were no anti-dilutive shares for the three and nine month periods ended September 30, 2020 and 2019. Earnings per Unit of the Operating Partnership Basic earnings per unit (“EPU”) is computed using the two-class method. The two-class method is required when either (i) participating securities or (ii) multiple classes of common stock exists. The Operating Partnership’s special common units, and common units issued upon the conversion or redemption of special common units, meet the definition of participating securities as these units have the contractual right and obligation to share in the Operating Partnership’s net income (loss) and distributions. Under this approach net income (loss) attributable to common unitholders is reduced by the amount of distributions made (declared) to all common unitholders and by the amount of distributions that are required to be made (declared and undeclared) to special common unitholders. Distributed and undistributed earnings is subsequently divided by the weighted-average number of common and special common units outstanding for the period to compute basic EPU for each unit. Undistributed losses are allocated 100 percent to common units, other than common units issued upon the conversion or redemption of special common units. The special common units, and common units issued upon the conversion or redemption of special common units, only participate in undistributed losses in the event of a liquidation. Diluted EPU is computed by considering either the two-class method or the if-converted method, whichever results in more dilution. The if-converted method assumes the issuance of common units for all potential dilutive special common units outstanding. Due to the loss position (negative earnings) of the Operating Partnership for the three and nine month periods ended September 30, 2020 and 2019 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive. The calculation of diluted EPU through the if-converted method would reduce the loss per share (as a result of an increase number of shares in the denominator) for the common units. Therefore in a loss position diluted EPU is equal to basic EPU. There were no potential dilutive common units and there were no anti-dilutive units other than the special common units, and common units issued upon the conversion or redemption of special common units, outstanding for the three and nine month periods ended September 30, 2020 and 2019. The following table presents basic and diluted EPU for common and special common units for the three-month and nine-month periods ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per unit data) 2020 2019 2020 2019 Net Loss Attributable to Common Unitholders $ (54,710 ) $ (104,020 ) $ (288,549 ) $ (202,831 ) Distributions to Common Unitholders - Declared Only — — — (14,638 ) Distributions to Special Common Unitholders - Declared and Undeclared Common units issued on conversion of SCUs — — — (133 ) S-SCUs (1,143 ) (1,143 ) (3,429 ) (3,429 ) L-SCUs — (433 ) (433 ) (1,299 ) K-SCUs (844 ) (844 ) (2,531 ) (2,531 ) Total Undistributed Losses Available to Common and Special Common Unitholders $ (56,697 ) $ (106,440 ) $ (294,942 ) $ (224,861 ) Distributed Earnings: Common units issued on conversion of SCUs $ — $ — $ — $ 133 S-SCUs 1,143 1,143 3,429 3,429 L-SCUs — 433 433 1,299 K-SCUs 844 844 2,531 2,531 Common Units — — — 14,639 Undistributed Losses: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — — — — L-SCUs — — — — K-SCUs — — — — Common Units (56,697 ) (106,440 ) (294,942 ) (224,861 ) Weighted Average: Common units issued on conversion of SCUs 1,696 1,770 1,697 1,770 S-SCUs 1,561 1,561 1,561 1,561 L-SCUs 572 572 572 572 K-SCUs 1,134 1,137 1,136 1,137 Common Units 196,728 195,190 196,585 195,119 Basic EPU: Common units issued on conversion of SCUs $ — $ — $ — $ 0.07 S-SCUs 0.73 0.73 2.20 2.20 L-SCUs — 0.76 0.76 2.27 K-SCUs 0.74 0.74 2.23 2.23 Common Units (0.29 ) (0.55 ) (1.50 ) (1.08 ) Total Basic EPU $ (0.27 ) $ (0.52 ) $ (1.43 ) $ (1.01 ) Diluted EPU: Common units issued on conversion of SCUs $ — $ — $ — $ 0.07 S-SCUs 0.73 0.73 2.20 2.20 L-SCUs — 0.76 0.76 2.27 K-SCUs 0.74 0.74 2.23 2.23 Common Units (0.29 ) (0.55 ) (1.50 ) (1.08 ) Total Diluted EPU $ (0.27 ) $ (0.52 ) $ (1.43 ) $ (1.01 ) For additional information regarding the participation rights and minimum distributions relating to the common and special common units, see Note 9. Shareholders’ Equity and Partners’ Capital and Note 10. Redeemable Interests and Noncontrolling Interests of the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2019 . Pursuant to the terms of the Series L special common units of limited partnership interest, the Series L special common units began receiving distributions equal to those on the common units beginning on June 1, 2020. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | Note 12 – Contingencies Litigation As previously disclosed, in April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. Pursuant to the settlement agreement the Company set aside a common fund with a monetary and non-monetary value of $90,000 to be disbursed to class members in accordance with an agreed-upon formula that was based upon aggregate damages of $60,000. The Court granted final approval to the proposed settlement on August 22, 2019. The class members were comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which extended from January 1, 2011 through the date of preliminary court approval. Class members who are past tenants and made valid claim pursuant to the Court's order received payment of their claims in cash. Class members who are current tenants began receiving monthly credits against rents and future charges during the three months ended June 30, 2020 and, under the terms of the settlement agreement, will continue for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to class counsel (up to a maximum of $27,000), incentive award to the class representative (up to a maximum of $50), and class administration costs (which are expected to not exceed $100), have or will be funded by the common fund, which has been approved by the Court. Under the terms of the settlement agreement, the Company did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement did not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88,150 in the three months ended March 31, 2019 related to the settlement agreement. During the year ended December 31, 2019, the Company reduced the accrued liability by an aggregate $26,396, a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts. Additionally, the Company reduced the accrued liability during the three months ended December 31, 2019 by $23,050 related to attorney and administrative fees that were paid pursuant to the settlement agreement. During the nine months ended September 30, 2020, the Company reduced the accrued liability by $17,922. Of this amount, $6,488 was related to monthly credits against rents and other charges for current tenants, $4,915 was paid to past tenants, $4,039 was paid to plaintiff’s counsel and the claims administrator, and $2,480 represents amounts the Company was released from pursuant to the terms of the settlement agreement. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 3, 2020. The Company received document requests in the third quarter of 2019, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company continues to cooperate in these matters. Securities Litigation The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020. Certain of the Company’s current and former directors and officers were named as defendants in nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al. Garfield Robert Cohen v. Stephen D. Lebovitz et al. Cohen Travis Lore v. Stephen D. Lebovitz et al. Lore City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al. , 1:19-cv-01800 (the “ Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation , 1:19-cv-01038-LPS (the " Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al. , 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “ Kurup Derivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al., 1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “ Kemmer Derivative Action”) ; and on April 14, 2020, a shareholder filed a putative derivative complaint captioned Hebig v. Lebovitz, et al., 1:19-cv-00149-JRG-CHS , in the United States District Court for the Eastern District of Tennessee (the “ Hebig Derivative Action”) , each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The actions pending in Delaware Chancery Court have been consolidated into one case, and likewise, the actions pending in Delaware federal court have been consolidated into one case. The Tennessee actions have not been consolidated. On October 7, 2019, the Court stayed the Shebitz Derivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company expects the other Derivative Actions to be stayed as well . The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty. A notice of suggestion of bankruptcy was filed by the Company in this litigation on November 9, 2020. The Company's insurance carriers have been placed on notice of these matters. The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company. Environmental Contingencies The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place. Guarantees The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating Partnership's investment in the joint venture. The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise. The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019: As of September 30, 2020 Obligation recorded to reflect guaranty Unconsolidated Affiliate Company's Ownership Interest Outstanding Balance Percentage Guaranteed by the Operating Partnership Maximum Guaranteed Amount Debt Maturity Date (1) September 30, 2020 December 31, 2019 West Melbourne I, LLC - Phase I 50% $ 40,372 50% $ 20,186 Feb-2021 (2) $ 202 $ 199 West Melbourne I, LLC - Phase II 50% 14,513 50% 7,257 Feb-2021 (2) 73 78 Port Orange I, LLC 50% 53,513 50% 26,757 Feb-2021 (2) 268 270 Ambassador Infrastructure, LLC 65% 9,360 100% 9,360 Oct-2020 (3) 94 101 Shoppes at Eagle Point, LLC 50% 35,189 35% (4) 12,740 Oct-2020 (5) 127 127 EastGate Storage, LLC 50% 6,485 50% (6) 3,250 Dec-2022 33 33 Self Storage at Mid Rivers, LLC 50% 5,853 50% (7) 2,994 Apr-2023 30 30 Parkdale Self Storage, LLC 50% 6,065 100% (8) 6,500 Jul-2024 65 65 Hamilton Place Self Storage, LLC 54% 6,247 100% (9) 7,002 Sep-2024 70 70 Atlanta Outlet JV, LLC 50% 4,632 100% 4,632 Nov-2023 — — Louisville Outlet Shoppes, LLC 50% 9,122 100% 9,122 Oct-2021 — — Total guaranty liability $ 962 $ 973 (1) Excludes any extension options. (2) These loans have two one-year (3) In October 2020, the maturity date was extended to January 2021. ( 4 ) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions. ( 5 ) In October 2020, the loan was extended to October 2021 with one one-year ( 6 ) The guaranty may be reduced to 25% once certain debt and operational metrics are met. ( 7 ) The guaranty may be reduced to 25% once certain debt and operational metrics are met. ( 8 ) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. ( 9 ) Hamilton Place Self Storage, LLC, a 54/46 joint venture, closed on a construction loan with a total borrowing capacity of up to $7,002 for the development of a climate controlled self-storage facility adjacent to Hamilton Place in Chattanooga, TN. The Operating Partnership has guaranteed 100% of the construction loan, but it has a back-up guaranty with its joint venture partner for 50% of the construction loan. The guaranty may be reduced to 50% upon opening, and further reduced to 25% once certain debt and operations metrics are met. As described in Note 1 – Organization and Basis of Presentation , the filing of the Chapter 11 Cases subsequent to September 30, 2020 also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in automatic acceleration of the outstanding principal and accrued interest or may give the applicable lender the right to accelerate such amounts. There was a default under each of the guaranteed loans above as a result of the filing of the Chapter 11 Cases, except for Shoppes at Eagle Point, LLC, Self Storage at Mid Rivers, LLC and Louisville Outlet Shoppes, LLC. The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The maximum guaranteed obligation was $11,600 as of September 30, 2020. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of September 30, 2020 and December 31, 2019. Expected credit losses During the three and nine months ended September 30 , 2020, the Company evaluated each guarantee individually by looking at the debt service ratio, cash flow forecasts and the performance of each loan. The result of the analysis was that each loan is current and performing, and if applicable, none of the loans that are guaranteed by the Company are in violation of their debt covenants, each operating property has positive cash flows that are sufficient to cover debt service and forecasted cash flows for each operating property do not indicate that there is more than a remote probability that the Company will be required to perform under each guaranty. Historically, the Company has n ot had to perform on any of its guarantees of unconsolidated affiliates’ debt. Based on current and future conditions, the Company does not expect to have to perform, and therefore did not record a credit loss for the three and nine months ended September 30 , 2020. Performance Bonds |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | Note 13 – Share-Based Compensation As of September 30, 2020, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (the “2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan. Restricted Stock Awards The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period. Share-based compensation expense related to the restricted stock awards was $375 and $571 for the three months ended September 30, 2020 and 2019, respectively, and $1,880 and $2,830 for the nine months ended September 30, 2020 and 2019, respectively. Share-based compensation cost capitalized as part of real estate assets was $4 and $13 for the three months ended September 30, 2020 and 2019, respectively, and $16 and $54 for the nine months ended September 30, 2020 and 2019, respectively. A summary of the status of the Company’s nonvested restricted stock awards as of September 30, 2020, and changes during the nine months ended September 30, 2020, is presented below: Shares Weighted- Average Grant-Date Fair Value Nonvested at January 1, 2020 971,846 $ 5.16 Granted 1,628,397 $ 0.86 Vested (1,052,161 ) $ 2.86 Forfeited (25,520 ) $ 4.61 Nonvested at September 30, 2020 1,522,562 $ 2.16 As of September 30, 2020, there was $2,330 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 2.3 years. Long-Term Incentive Program In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year Beginning with the 2018 PSUs, two-thirds one Section 162(m) of the Code, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed such limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable. In conjunction with the February 2020 approval of the 2020 LTIP grants for the named executive officers, the 2012 Stock Incentive Plan was amended to remove the Section 162(m) Grant Limit, which no longer served its original purpose because the “qualified performance-based compensation” exception to the Section 162(m) deduction limits was repealed by the 2017 tax reform legislation. However, NYSE rules also include an annual equity grant limit which effectively limits the number of shares that can be subject to stock awards to any individual named executive officer, without additional shareholder approval, to one percent (1%) of the total number of outstanding shares of the Company’s Common Stock (the “NYSE Annual Grant Limit”). To maintain NYSE compliance following elimination of the Section 162(m) Grant Limit, the Company’s Compensation Committee revised PSU awards under the LTIP, beginning in 2020, to provide that if a grant of PSUs could result in the issuance of a number of shares to a named executive officer at the conclusion of the 3-year performance period that would exceed the NYSE Annual Grant Limit, when coupled with the number of shares subject to other stock awards (e.g., the time-vesting restricted stock component of the LTIP) issued in the same year that such PSUs were issued, any such excess will instead be converted to a cash bonus award, while remaining subject to vesting conditions as described below. Any such portion of the value of the 2018 PSUs, the 2019 PSUs or the 2020 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the PSUs. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned. In August 2020, in connection with the execution of the RSA that is described in Note 1 – Organization and Basis of Accounting Annual Restricted Stock Awards Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in four equal annual installments. Performance Stock Units A summary of the status of the Company’s PSU activity as of September 30, 2020, and changes during the nine months ended September 30, 2020, is presented below: PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 1,766,580 $ 2.96 2020 PSUs granted (1) 3,408,083 $ 0.84 2020 PSUs canceled (3,408,083 ) $ 0.84 Outstanding at September 30, 2020 (2) 1,766,580 $ 2.96 (1) Includes 1,247,098 shares classified as a liability due to the potential cash component described above. ( 2 ) None of the PSUs outstanding at September 30, 2020 were vested. Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter. Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs was $2,410 and $409 for the three months ended September 30, 2020 and 2019, respectively, and $2,828 and $1,278 for the nine months ended September 30, 2020 and 2019, respectively. Share-based compensation expense for the three and nine months ended September 30, 2020 includes $2,410 of previously unrecognized compensation cost related to the 2020 PSUs that was expensed when the 2020 PSUs were cancelled. Unrecognized compensation costs related to the PSUs was $907 as of September 30, 2020, which is expected to be recognized over a weighted-average period of 3.3 years. The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs: 2020 PSUs 2019 PSUs 2018 PSUs Grant date February 10, 2020 (1) February 11, 2019 February 12, 2018 Fair value per share on valuation date (2) $ 0.84 $ 4.74 $ 4.76 Risk-free interest rate (3) 1.39 % 2.54 % 2.36 % Expected share price volatility (4) 57.98 % 60.99 % 42.02 % (1) The 2020 PSU awards were cancelled during the three months ended September 30, 2020. ( 2 ) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year ( 3 ) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above. ( 4 ) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a five-year period for the 2020 PSUs and a three-year period for the 2019 and 2018 PSUs and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financing
Noncash Investing and Financing Activities | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Noncash Investing and Financing Activities | Note 14 – Noncash Investing and Financing Activities The Company’s noncash investing and financing activities were as follows: Nine Months Ended September 30, 2020 2019 Additions to real estate assets accrued but not yet paid $ 6,183 $ 23,148 Accrued dividends and distributions payable — 2,420 Increase (decrease) in lease liabilities arising from obtaining right-of-use assets (120 ) 3,975 Deconsolidation upon contribution/assignment of interest in joint venture: Decrease in real estate assets — (93,360 ) Increase in investment in unconsolidated affiliates — 17,903 Decrease in mortgage and other indebtedness — 73,283 Decrease in operating assets and liabilities — 2,443 Decrease in intangible lease and other assets — (908 ) Decrease in noncontrolling interest and joint venture interest — 4,271 Transfer of real estate assets in settlement of mortgage debt obligations: Decrease in real estate assets (11,834 ) (60,059 ) Decrease in mortgage and other indebtedness 25,956 124,111 Decrease in operating assets and liabilities 1,371 9,333 Decrease in intangible lease and other assets (86 ) (1,663 ) Conversion of Operating Partnership units to common stock 21,065 — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events As discussions with the advisors to the consenting noteholders of the Notes and lenders under the Company’s secured credit facility continued, the Company elected to not make the $6,900 interest payment (the “2024 Notes Interest Payment”) due and payable on October 15, 2020, with respect to the Operating Partnership’s 4.60% senior unsecured notes due 2024 (the “2024 Notes”). Under the indenture governing the 2024 Notes, the Operating Partnership has a 30-day grace period to make the 2024 Notes Interest Payment before the nonpayment is considered an “event of default” with respect to the 2024 Notes. Any event of default under the 2024 Notes for nonpayment of the 2024 Notes Interest Payment would also be considered an event of default under the Operating Partnership’s senior secured credit facility which could lead to an acceleration of amounts due under the facility; however, as discussed in Note 8 – Mortgage and Other Indebtedness, Net The maturity date of the loan secured by the Shoppes at Eagle Point, LLC that was scheduled to mature in October 2020 October 2021 one-year As described in Note 7 – Unconsolidated Affiliates and Noncontrolling Interests On November 2, 2020, NYSE announced that it has 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 common stock and the depositary shares representing fractional interests in its Series D Preferred Stock and Series E Preferred Stock. For more information, see “Listing Criteria” in Note 1 – Organization and Basis of Presentation . The maturity date of the loan secured by Ambassador Infrastructure, LLC that was scheduled to mature in October 2020 January 2021 Chapter 11 Proceedings As described further in Note 1 – Organization and Basis of Presentation, beginning on the Commencement Date, the Debtors commenced the Chapter 11 Cases by filing voluntary petitions for reorganization under Chapter 11 with the Bankruptcy Court. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Accounting Guidance Adopted and Not Yet Adopted | Accounting Guidance Adopted Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments January 1, 2020 - Modified Retrospective The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity’s estimate of contractual cash flows not expected to be collected. The Company has determined that its available-for-sale debt securities, guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. ASU 2018-13, Fair Value Measurement January 1, 2020 - Prospective The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract January 1, 2020 - Prospective The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. Lease Modification Q&A April 1, 2020 – Prospective In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance related to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases The Company has elected to apply the relief provided under the Lease Modification Q&A and will avail itself of the election to avoid performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the COVID-19 pandemic and (2) result in the cash flows remaining substantially the same or less than the original contract. The Lease Modification Q&A had a material impact on the Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2020. However, its future impact to the Company is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering such concessions. The Lease Modification Q&A allows the Company to determine accounting policy elections at a disaggregated level, and the elections should be applied consistently by either the type of concession, underlying asset class or on another reasonable basis. As a result, the Company has made the following policy elections based on the type of concession agreed to with the respective tenant. Rent Deferrals The Company will account for rental deferrals using the receivables model as described within the Lease Modification Q&A. Under the receivables model, the Company will continue to recognize lease revenue in a manner that is unchanged from the original lease agreement and continue to recognize lease receivables and rental revenue during the deferral period. Rent Abatements The Company will account for rental abatements using the negative variable income model as described within the Lease Modification Q&A. Under the negative variable income model, the Company will recognize negative variable rent for the current period reduction of rental revenue associated with any lease concessions we provide. At September 30, 2020, the Company’s receivables include $22,127 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The Company granted abatements of $13,097 and $14,945 for the three and nine months ended September 30, 2020, respectively. The Company continues to assess rent relief requests from its tenants but is unable to predict the resolution or impact of these discussions. For agreements that are in currently under negotiation, the Company does not expect the impact to be material. Accounting Guidance Not Yet Adopted Description Financial Statement Effect and Other Information ASU 2020-04, Reference Rate Reform On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Accounts Receivable | Accounts Receivable Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectible portion of the portfolio is recorded as an adjustment to rental revenues. Management’s estimate of the collectability of accounts receivable from tenants is based on the best information available to management at the time of evaluation. The duration of the COVID-19 pandemic and our tenants’ ability to resume operations once governmental and legislative restrictions are lifted has caused uncertainty in the Company’s ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, management’s collection assessment also took into consideration the type of retailer and current discussions with the tenants, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three and nine months ended September 30, 2020, the Company recorded $13,771 and $54,463, respectively, associated with potentially uncollectible revenues, which includes to $2,581 and $5,137, respectively, for straight line receivables |
Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates | Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or changes in circumstances indicate that recoverability of its investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic r esulted in sustained closure of the Company’s properties for a period of time , as well as the cessation of the operations of certain of its tenants, which has resulted and will likely continue to result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of worsening market and economic conditions resulting from the COVID-19 pandemic. As of September 30, 2020, the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans, policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the nine months ended September 30, 2020, the Company recorded impairment charges of $146,964 related to three of its malls. As of September 30, 2020, five other properties had impairment indicators; however, based on the Company’s plans with respect to those properties and the economic environment as of September 30, 2020, no additional impairment charges were recorded. As of September 30, 2020, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary. No impairments of investments in unconsolidated affiliates were recorded in the three and nine-month periods ended September 30, 2020 and 2019. As of September 30, 2020, there were indicators that the fair value of two investments in unconsolidated affiliates had declined below the Company’s carrying value of the investment; however, the decline was determined to not be other-than-temporary. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Properties Owned by Operating Partnership | As of September 30, 2020, the Operating Partnership owned interests in the following properties: All Other Properties Malls (1) Associated Centers Community Centers Office Buildings and Other Total Consolidated Properties 52 20 1 4 (2) 77 Unconsolidated Properties (3) 10 3 5 4 22 Total 62 23 6 8 99 (1) Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center). (2) Includes CBL's two corporate office buildings. (3) The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Accounting Guidance Adopted Description Expected Adoption Date & Application Method Financial Statement Effect and Other Information Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments January 1, 2020 - Modified Retrospective The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an entity’s estimate of contractual cash flows not expected to be collected. The Company has determined that its available-for-sale debt securities, guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. ASU 2018-13, Fair Value Measurement January 1, 2020 - Prospective The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract January 1, 2020 - Prospective The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. Lease Modification Q&A April 1, 2020 – Prospective In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance related to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases The Company has elected to apply the relief provided under the Lease Modification Q&A and will avail itself of the election to avoid performing a lease by lease analysis for the lease concessions that were (1) granted as relief due to the COVID-19 pandemic and (2) result in the cash flows remaining substantially the same or less than the original contract. The Lease Modification Q&A had a material impact on the Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2020. However, its future impact to the Company is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering such concessions. The Lease Modification Q&A allows the Company to determine accounting policy elections at a disaggregated level, and the elections should be applied consistently by either the type of concession, underlying asset class or on another reasonable basis. As a result, the Company has made the following policy elections based on the type of concession agreed to with the respective tenant. Rent Deferrals The Company will account for rental deferrals using the receivables model as described within the Lease Modification Q&A. Under the receivables model, the Company will continue to recognize lease revenue in a manner that is unchanged from the original lease agreement and continue to recognize lease receivables and rental revenue during the deferral period. Rent Abatements The Company will account for rental abatements using the negative variable income model as described within the Lease Modification Q&A. Under the negative variable income model, the Company will recognize negative variable rent for the current period reduction of rental revenue associated with any lease concessions we provide. At September 30, 2020, the Company’s receivables include $22,127 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The Company granted abatements of $13,097 and $14,945 for the three and nine months ended September 30, 2020, respectively. The Company continues to assess rent relief requests from its tenants but is unable to predict the resolution or impact of these discussions. For agreements that are in currently under negotiation, the Company does not expect the impact to be material. Accounting Guidance Not Yet Adopted Description Financial Statement Effect and Other Information ASU 2020-04, Reference Rate Reform On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by revenue source: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Rental revenues (1) $ 124,081 $ 180,616 $ 405,476 $ 556,989 Revenues from contracts with customers (ASC 606): Operating expense reimbursements (2) 2,360 2,449 6,852 6,653 Management, development and leasing fees (3) 2,104 2,216 5,251 7,325 Marketing revenues (4) 495 1,056 1,589 3,148 4,959 5,721 13,692 17,126 Other revenues 857 914 2,514 4,543 Total revenues (5) $ 129,897 $ 187,251 $ 421,682 $ 578,658 (1) Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases ( 2 ) Includes $2,217 in the Malls segment and $143 ( 3 ) Included in All Other segment. ( 4 ) Marketing revenues solely relate to the Malls segment for all periods presented. ( 5 ) Sales taxes are excluded from revenues. |
Schedule of Expected Recognition of Remaining Performance Obligation | As of September 30, 2020, the Company expects to recognize these amounts as revenue over the following periods: Performance obligation Less than 5 years 5-20 years Over 20 years Total Fixed operating expense reimbursements $ 26,881 $ 53,984 $ 48,398 $ 129,263 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Revenue | The components of rental revenues are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fixed lease payments $ 99,255 $ 149,582 $ 335,799 $ 460,584 Variable lease payments 24,826 31,034 69,677 96,405 Total rental revenues $ 124,081 $ 180,616 $ 405,476 $ 556,989 |
Schedule of Undiscounted Future Lease Payments to be Received | The undiscounted future fixed lease payments to be received under the Company's operating leases as of September 30, 2020, are as follows : Years Ending December 31, Operating Leases 2020 (1) $ 101,314 2021 387,447 2022 330,263 2023 277,859 2024 226,620 2025 171,312 Thereafter 418,785 Total undiscounted lease payments $ 1,913,600 (1) Reflects rental payments for the fiscal period October 1, 2020 to December 31, 2020. |
Schedule of Lease Expense | The components of lease expense are presented below: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Lease expense: Operating lease expense $ 113 $ 10 $ 352 $ 435 Variable lease expense 82 247 198 277 Total lease expense $ 195 $ 257 $ 550 $ 712 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt Securities, Available-for-sale Measured at Fair Value | The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the nine months ended September 30, 2020: AFS Security Amortized Cost Allowance for credit losses (1) Total unrealized gains/(losses) Fair Value U.S. Treasury securities $ 151,762 $ — $ 33 $ 151,795 (1) U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the three and nine months ended September 30 , 2020. |
Schedule of Assets Measured at Fair Value on Nonrecurring Basis | The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2020: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2020: Long-lived assets $ 166,900 $ — $ — $ 166,900 $ 146,964 The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the nine months ended September 30, 2019: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Loss on Impairment 2019: Long-lived assets $ 160,740 $ — $ — $ 160,740 $ 202,121 |
Schedule of Impairment on Real Estate Properties | During the nine months ended September 30, 2020, the Company recognized impairments of real estate of $146,964 related to three malls and one vacant land parcel. Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Burnsville Center (1) Burnsville, MN Malls $ 26,562 $ 47,300 March Monroeville Mall (2) Pittsburgh, PA Malls 107,082 67,000 June Asheville Mall (3) Asheville, NC Malls 13,274 52,600 July Vacant land Pittsburgh, PA Malls 46 — $ 146,964 $ 166,900 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $47,300. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Burnsville Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.5%. (2) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $67,000. The mall had experienced a decline of NOI due to store closures and rent reductions. Management determined the fair value of Monroeville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.0% and a discount rate of 14.5%. (3) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $52,600. The mall had experienced a decline of NOI due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Asheville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.25% and a discount rate of 14.0%. During the nine months ended September 30, 2019, the Company recognized impairments of real estate of $202,121 related to five malls and one community center: Impairment Date Property Location Segment Classification Loss on Impairment Fair Value March Greenbrier Mall (1) Chesapeake, VA Malls $ 22,770 $ 56,300 March/April Honey Creek Mall (2) Terre Haute, IN Malls 2,045 — June The Forum at Grandview (3) Madison, MS All Other 8,582 — June EastGate Mall (4) Cincinnati, OH Malls 33,265 25,100 September Mid Rivers Mall (5) St. Peters, MO Malls 83,621 53,340 September Laurel Park Place (6) Livonia, MI Malls 52,067 26,000 January/March Other adjustments (7) Various Malls (229 ) — $ 202,121 $ 160,740 (1) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall has experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.5% and a discount rate of 11.5%. (2) The Company adjusted the book value of the mall to the net sales price of $14,360 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019. (3) The Company adjusted the book value to the net sales price of $31,559 based on a signed contract with a third-party buyer, adjusted to reflect estimated disposition costs. The property was sold in July 2019. (4) In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $25,100. The mall had experienced a decline in cash flows due to store closures and rent reductions. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of EastGate Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 14.5% and a discount rate of 15.0%. (5) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $53,340. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Mid Rivers Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 12.5% and a discount rate of 13.25%. (6) In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $26,000. The mall has experienced a decline in cash flows due to store closures and rent reductions. Management determined the fair value of Laurel Park Place using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 13.5% and a discount rate of 14.0%. ( 7 ) Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods. |
Dispositions and Held for Sale
Dispositions and Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Gain on Extinguishment of Debt | The Company recognized a gain on extinguishment of debt for the property listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See Note 8 Sale/Transfer Date Property Property Type Location Balance of Non-recourse Debt Gain on Extinguishment of Debt August Hickory Point Mall (1) Malls Forsyth, IL $ 27,446 $ 15,407 (1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. |
Unconsolidated Affiliates and_2
Unconsolidated Affiliates and Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Schedule of Condensed Combined Financial Statements of Unconsolidated Affiliates | Condensed combined financial statement information of the unconsolidated affiliates is as follows: September 30, 2020 December 31, 2019 ASSETS: Investment in real estate assets $ 2,348,669 $ 2,293,438 Accumulated depreciation (846,097 ) (803,909 ) 1,502,572 1,489,529 Developments in progress 25,556 46,503 Net investment in real estate assets 1,528,128 1,536,032 Other assets 180,235 154,427 Total assets $ 1,708,363 $ 1,690,459 LIABILITIES: Mortgage and other indebtedness, net $ 1,435,891 $ 1,417,644 Other liabilities 53,583 41,007 Total liabilities 1,489,474 1,458,651 OWNERS' EQUITY: The Company 141,989 149,376 Other investors 76,900 82,432 Total owners' equity 218,889 231,808 Total liabilities and owners’ equity $ 1,708,363 $ 1,690,459 Three Months Ended September 30, 2020 2019 Total revenues $ 46,953 $ 52,867 Net income (loss) (1) $ (10,671 ) $ 81,300 (1) The Company's pro rata share of net loss is $(7,389) and $(1,759) for the three months ended September 30, 2020 and 2019, respectively. Nine Months Ended September 30, 2020 2019 Total revenues $ 154,128 $ 162,964 Net income (loss) (1) $ (12,139 ) $ 90,303 (1) The Company's pro rata share of net income (loss) is $(12,450) and $3,421 for the nine months ended September 30, 2020 and 2019, respectively. |
Schedule of Limited Partners' Capital Account by Class | Noncontrolling interests consist of the following: As of September 30, 2020 December 31, 2019 Noncontrolling interests: Operating Partnership $ 540 $ 31,592 Other consolidated subsidiaries 22,186 23,961 $ 22,726 $ 55,553 |
Schedule of Variable Interest Entities | The table below lists the Company's unconsolidated VIEs as of September 30, 2020: Unconsolidated VIEs: Investment in Real Estate Joint Ventures and Partnerships Maximum Risk of Loss Ambassador Infrastructure, LLC (1) $ — $ 9,360 BI Development, LLC — — BI Development II, LLC — — Bullseye, LLC — — Continental 425 Fund LLC 7,051 7,051 EastGate Storage, LLC (1) 558 3,808 Hamilton Place Self Storage (1) 1,340 8,342 Parkdale Self Storage, LLC (1) 983 7,483 PHG-CBL Lexington, LLC 35 35 Self Storage at Mid Rivers, LLC (1) 565 3,559 Shoppes at Eagle Point, LLC (1) 17,053 29,793 Vision - CBL Hamilton Place, LLC 3,686 3,686 $ 31,271 $ 73,117 (1) The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 for more information. |
Mortgage and Other Indebtedne_2
Mortgage and Other Indebtedness, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Net Mortgage Notes Payable | Net mortgage and other indebtedness consisted of the following: September 30, 2020 December 31, 2019 Amount Weighted- Average Interest Rate (1) Amount Weighted- Average Interest Rate (1) Fixed-rate debt: Non-recourse loans on operating Properties $ 1,193,997 5.17 % $ 1,330,561 5.27 % Senior unsecured notes due 2023 (2) 448,265 5.25 % 447,894 5.25 % Senior unsecured notes due 2024 (3) 299,966 4.60 % 299,960 4.60 % Senior unsecured notes due 2026 (4) 618,136 5.95 % 617,473 5.95 % Total fixed-rate debt 2,560,364 5.31 % 2,695,888 5.35 % Variable-rate debt: Recourse loans on operating Properties 68,511 2.91 % 41,950 4.34 % Construction loan — — 29,400 4.60 % Secured line of credit (5) 675,925 9.50 % 310,925 3.94 % Secured term loan (5) 438,750 9.50 % 465,000 3.94 % Total variable-rate debt 1,183,186 9.12 % 847,275 3.98 % Total fixed-rate and variable-rate debt 3,743,550 6.51 % 3,543,163 5.02 % Unamortized deferred financing costs (6) (13,864 ) (16,148 ) Total mortgage and other indebtedness, net $ 3,729,686 $ 3,527,015 (1) Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs. (2) The balance is net of an unamortized discount of $1,736 and $2,106 as of September 30, 2020 and December 31, 2019, respectively. (3) The balance is net of an unamortized discount of $34 and $40 as of September 30, 2020 and December 31, 2019, respectively. (4) The balance is net of an unamortized discount of $6,864 and $7,527 as of September 30, 2020 and December 31, 2019, respectively. (5) The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at September 30, 2020 was 9.50%. The variable interest rate at LIBOR based on original terms of senior secured facility is 2.41% as of September 30, 2020. ( 6 ) Includes $10,524 of unamortized deferred financing costs related to the secured term loan, senior unsecured notes and certain property-level, non-recourse mortgage loans that may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. Additionally, intangible lease assets and other assets includes $7,180 of unamortized deferred financing costs related to the secured line of credit that may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished. Description Issued (1) Amount Interest Rate Maturity Date (2) 2023 Notes November 2013 $ 450,000 5.25 % December 2023 2024 Notes October 2014 300,000 4.60 % October 2024 2026 Notes December 2016 / September 2017 625,000 5.95 % December 2026 (1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above. ( 2 ) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2023 Notes, the 2024 Notes and the 2026 Notes may be redeemed prior to September 1, 2023, July 15, 2024, and September 15, 2026, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus %, 0.35 % and % for the 202 3 Notes, the 2024 Notes and the 202 6 Notes, respectively. |
Schedule of Loan Repayments | Date Property Interest Rate at Repayment Date Scheduled Maturity Date Principal Balance Repaid (1) February Parkway Place 6.50% July 2020 $ 33,186 February Valley View Mall 6.50% July 2020 51,360 $ 84,546 (1) The Company retired the loans with borrowings from its secured line of credit. |
Summary of 2020 Dispositions | The following is a summary of the Company’s 2020 disposition for which the fixed rate loan secured by the mall was extinguished: Sale/Transfer Date Property Property Type Location Balance of Non-recourse Debt Gain on Extinguishment of Debt August Hickory Point Mall (1) Malls Forsyth, IL $ 27,446 $ 15,407 (1) The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. |
Summary of Non Recourse Loans | The non-recourse loans that are in default at September 30, 2020 are as follows: Property Location Interest Rate Scheduled Maturity Date Loan Amount Greenbrier Mall Chesapeake, VA 5.41% Dec-19 $ 61,647 Burnsville Center Burnsville, MN 6.00% Jul-20 64,233 EastGate Mall Cincinnati, OH 5.83% Apr-21 31,726 Park Plaza Little Rock, AR 5.28% Apr-21 77,064 Asheville Mall Asheville, NC 5.80% Sep-21 62,863 |
Schedule of Principal Repayments | As of September 30, 2020, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and the secured line of credit, are as follows: 2020 (1) $ 18,988 2021 559,094 2022 408,235 2023 1,493,534 2024 343,601 2025 38,472 Thereafter 764,380 3,626,304 Net unamortized discounts and premium (8,634 ) Unamortized deferred financing costs (13,864 ) Principal balance of loans with a maturity date prior to September 30, 2020 (2) 125,880 Total mortgage and other indebtedness, net $ 3,729,686 (1 ) Reflects payments for the fiscal period October 1, 2020 through December 31, 2020. (2) Represents the aggregate principal balance as of September 30, 2020 of two non-recourse loans, secured by Greenbrier Mall and Burnsville Center, which were in default. The loan secured by Greenbrier Mall matured in December 2019. The loan secured by Burnsville Center matured in July 2020. |
Mortgage and Other Notes Rece_2
Mortgage and Other Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounts Notes Loans And Financing Receivable Gross Allowance And Net [Abstract] | |
Schedule of Mortgage and Other Notes Receivable | Mortgage and other notes receivable consist of the following: As of September 30, 2020 As of December 31, 2019 Maturity Date Interest Rate Balance Interest Rate Balance Mortgages Dec 2016 (1) 2.65% $ 1,100 4.28% - 9.50% $ 2,637 Other Notes Receivable Sep 2021- Apr 2026 4.00% - 5.00% 1,434 4.00% - 5.00% 2,025 $ 2,534 $ 4,662 (1) Includes a $1,100 note with D'Iberville Promenade, LLC with a maturity date of December 2016, that is in default. This is secured by the joint venture partner’s interest in the joint venture. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Information on Reportable Segments | Information on the Company’s segments is presented as follows: Three Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 115,661 $ 14,236 $ 129,897 Property operating expenses (3) (43,628 ) (2,408 ) (46,036 ) Interest expense (18,845 ) (42,292 ) (61,137 ) Loss on sales of real estate assets — (55 ) (55 ) Segment profit (loss) $ 53,188 $ (30,519 ) 22,669 Depreciation and amortization (53,477 ) General and administrative expense (25,497 ) Litigation settlement 2,480 Interest and other income 1,975 Gain on extinguishment of debt 15,407 Loss on impairment (46 ) Income tax provision (546 ) Equity in losses of unconsolidated affiliates (7,389 ) Net loss $ (44,424 ) Capital expenditures (4) $ 2,524 $ 1,262 $ 3,786 Three Months Ended September 30, 2019 Malls All Other (1) Total Revenues (2) $ 171,514 $ 15,737 $ 187,251 Property operating expenses (3) (53,384 ) (2,912 ) (56,296 ) Interest expense (20,866 ) (29,649 ) (50,515 ) Other expense — (7 ) (7 ) Gain on sales of real estate assets 3,292 4,764 8,056 Segment profit (loss) $ 100,556 $ (12,067 ) 88,489 Depreciation and amortization (64,168 ) General and administrative expense (12,467 ) Litigation settlement 22,688 Interest and other income 1,367 Loss on impairment (135,688 ) Gain on investments/deconsolidation 11,174 Income tax provision (1,670 ) Equity in losses of unconsolidated affiliates (1,759 ) Net loss $ (92,034 ) Capital expenditures (4) $ 34,961 $ 1,530 $ 36,491 Nine Months Ended September 30, 2020 Malls All Other (1) Total Revenues (2) $ 381,013 $ 40,669 $ 421,682 Property operating expenses (3) (134,111 ) (8,075 ) (142,186 ) Interest expense (55,952 ) (104,808 ) (160,760 ) Other expense — (400 ) (400 ) Gain (loss) on sales of real estate assets (25 ) 2,733 2,708 Segment profit (loss) $ 190,925 $ (69,881 ) 121,044 Depreciation and amortization (162,042 ) General and administrative expense (62,060 ) Litigation settlement 2,480 Interest and other income 5,263 Gain on extinguishment of debt 15,407 Loss on impairment (146,964 ) Income tax provision (17,189 ) Equity in losses of unconsolidated affiliates (12,450 ) Net loss $ (256,511 ) Capital expenditures (4) $ 30,334 $ 4,915 $ 35,249 Nine Months Ended September 30, 2019 Malls All Other (1) Total Revenues (2) $ 526,354 $ 52,304 $ 578,658 Property operating expenses (3) (164,164 ) (10,785 ) (174,949 ) Interest expense (65,612 ) (91,383 ) (156,995 ) Other expense — (41 ) (41 ) Gain on sales of real estate assets 5,770 8,041 13,811 Segment profit (loss) $ 302,348 $ (41,864 ) 260,484 Depreciation and amortization (198,438 ) General and administrative expense (48,901 ) Litigation settlement (65,462 ) Interest and other income 2,212 Gain on extinguishment of debt 71,722 Loss on impairment (202,121 ) Gain on investments/deconsolidation 11,174 Income tax provision (2,622 ) Equity in earnings of unconsolidated affiliates 3,421 Net loss $ (168,531 ) Capital expenditures (4) $ 94,545 $ 3,058 $ 97,603 Total Assets Malls All Other (1) Total September 30, 2020 $ 3,926,908 $ 637,135 $ 4,564,043 December 31, 2019 $ 4,180,515 $ 441,831 $ 4,622,346 (1) The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company. (2) Management, development and leasing fees are included in the All Other category. See Note 3 (3) Property operating expenses include property operating, real estate taxes and maintenance and repairs. (4) Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. |
Earnings per Share and Earnin_2
Earnings per Share and Earnings per Unit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted EPU for Common and Special Common Units | The following table presents basic and diluted EPU for common and special common units for the three-month and nine-month periods ended September 30, 2020 and 2019. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per unit data) 2020 2019 2020 2019 Net Loss Attributable to Common Unitholders $ (54,710 ) $ (104,020 ) $ (288,549 ) $ (202,831 ) Distributions to Common Unitholders - Declared Only — — — (14,638 ) Distributions to Special Common Unitholders - Declared and Undeclared Common units issued on conversion of SCUs — — — (133 ) S-SCUs (1,143 ) (1,143 ) (3,429 ) (3,429 ) L-SCUs — (433 ) (433 ) (1,299 ) K-SCUs (844 ) (844 ) (2,531 ) (2,531 ) Total Undistributed Losses Available to Common and Special Common Unitholders $ (56,697 ) $ (106,440 ) $ (294,942 ) $ (224,861 ) Distributed Earnings: Common units issued on conversion of SCUs $ — $ — $ — $ 133 S-SCUs 1,143 1,143 3,429 3,429 L-SCUs — 433 433 1,299 K-SCUs 844 844 2,531 2,531 Common Units — — — 14,639 Undistributed Losses: Common units issued on conversion of SCUs $ — $ — $ — $ — S-SCUs — — — — L-SCUs — — — — K-SCUs — — — — Common Units (56,697 ) (106,440 ) (294,942 ) (224,861 ) Weighted Average: Common units issued on conversion of SCUs 1,696 1,770 1,697 1,770 S-SCUs 1,561 1,561 1,561 1,561 L-SCUs 572 572 572 572 K-SCUs 1,134 1,137 1,136 1,137 Common Units 196,728 195,190 196,585 195,119 Basic EPU: Common units issued on conversion of SCUs $ — $ — $ — $ 0.07 S-SCUs 0.73 0.73 2.20 2.20 L-SCUs — 0.76 0.76 2.27 K-SCUs 0.74 0.74 2.23 2.23 Common Units (0.29 ) (0.55 ) (1.50 ) (1.08 ) Total Basic EPU $ (0.27 ) $ (0.52 ) $ (1.43 ) $ (1.01 ) Diluted EPU: Common units issued on conversion of SCUs $ — $ — $ — $ 0.07 S-SCUs 0.73 0.73 2.20 2.20 L-SCUs — 0.76 0.76 2.27 K-SCUs 0.74 0.74 2.23 2.23 Common Units (0.29 ) (0.55 ) (1.50 ) (1.08 ) Total Diluted EPU $ (0.27 ) $ (0.52 ) $ (1.43 ) $ (1.01 ) |
Contingencies (Tables)
Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Guarantees | The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019: As of September 30, 2020 Obligation recorded to reflect guaranty Unconsolidated Affiliate Company's Ownership Interest Outstanding Balance Percentage Guaranteed by the Operating Partnership Maximum Guaranteed Amount Debt Maturity Date (1) September 30, 2020 December 31, 2019 West Melbourne I, LLC - Phase I 50% $ 40,372 50% $ 20,186 Feb-2021 (2) $ 202 $ 199 West Melbourne I, LLC - Phase II 50% 14,513 50% 7,257 Feb-2021 (2) 73 78 Port Orange I, LLC 50% 53,513 50% 26,757 Feb-2021 (2) 268 270 Ambassador Infrastructure, LLC 65% 9,360 100% 9,360 Oct-2020 (3) 94 101 Shoppes at Eagle Point, LLC 50% 35,189 35% (4) 12,740 Oct-2020 (5) 127 127 EastGate Storage, LLC 50% 6,485 50% (6) 3,250 Dec-2022 33 33 Self Storage at Mid Rivers, LLC 50% 5,853 50% (7) 2,994 Apr-2023 30 30 Parkdale Self Storage, LLC 50% 6,065 100% (8) 6,500 Jul-2024 65 65 Hamilton Place Self Storage, LLC 54% 6,247 100% (9) 7,002 Sep-2024 70 70 Atlanta Outlet JV, LLC 50% 4,632 100% 4,632 Nov-2023 — — Louisville Outlet Shoppes, LLC 50% 9,122 100% 9,122 Oct-2021 — — Total guaranty liability $ 962 $ 973 (1) Excludes any extension options. (2) These loans have two one-year (3) In October 2020, the maturity date was extended to January 2021. ( 4 ) The guaranty is for a fixed amount of $12,740 throughout the term of the loan, including any extensions. ( 5 ) In October 2020, the loan was extended to October 2021 with one one-year ( 6 ) The guaranty may be reduced to 25% once certain debt and operational metrics are met. ( 7 ) The guaranty may be reduced to 25% once certain debt and operational metrics are met. ( 8 ) Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% of the loan. ( 9 ) Hamilton Place Self Storage, LLC, a 54/46 joint venture, closed on a construction loan with a total borrowing capacity of up to $7,002 for the development of a climate controlled self-storage facility adjacent to Hamilton Place in Chattanooga, TN. The Operating Partnership has guaranteed 100% of the construction loan, but it has a back-up guaranty with its joint venture partner for 50% of the construction loan. The guaranty may be reduced to 50% upon opening, and further reduced to 25% once certain debt and operations metrics are met. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share Based Compensation [Abstract] | |
Schedule of Company Stock Awards | A summary of the status of the Company’s nonvested restricted stock awards as of September 30, 2020, and changes during the nine months ended September 30, 2020, is presented below: Shares Weighted- Average Grant-Date Fair Value Nonvested at January 1, 2020 971,846 $ 5.16 Granted 1,628,397 $ 0.86 Vested (1,052,161 ) $ 2.86 Forfeited (25,520 ) $ 4.61 Nonvested at September 30, 2020 1,522,562 $ 2.16 |
Schedule of PSU Activity | A summary of the status of the Company’s PSU activity as of September 30, 2020, and changes during the nine months ended September 30, 2020, is presented below: PSUs Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 1,766,580 $ 2.96 2020 PSUs granted (1) 3,408,083 $ 0.84 2020 PSUs canceled (3,408,083 ) $ 0.84 Outstanding at September 30, 2020 (2) 1,766,580 $ 2.96 (1) Includes 1,247,098 shares classified as a liability due to the potential cash component described above. ( 2 ) None of the PSUs outstanding at September 30, 2020 were vested. |
Schedule of Assumptions used in the Monte Carlo Simulation Pricing Models | The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs: 2020 PSUs 2019 PSUs 2018 PSUs Grant date February 10, 2020 (1) February 11, 2019 February 12, 2018 Fair value per share on valuation date (2) $ 0.84 $ 4.74 $ 4.76 Risk-free interest rate (3) 1.39 % 2.54 % 2.36 % Expected share price volatility (4) 57.98 % 60.99 % 42.02 % (1) The 2020 PSU awards were cancelled during the three months ended September 30, 2020. ( 2 ) The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year ( 3 ) The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above. ( 4 ) The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a five-year period for the 2020 PSUs and a three-year period for the 2019 and 2018 PSUs and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money. |
Noncash Investing and Financi_2
Noncash Investing and Financing Activities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Noncash Investing and Financing Activities | The Company’s noncash investing and financing activities were as follows: Nine Months Ended September 30, 2020 2019 Additions to real estate assets accrued but not yet paid $ 6,183 $ 23,148 Accrued dividends and distributions payable — 2,420 Increase (decrease) in lease liabilities arising from obtaining right-of-use assets (120 ) 3,975 Deconsolidation upon contribution/assignment of interest in joint venture: Decrease in real estate assets — (93,360 ) Increase in investment in unconsolidated affiliates — 17,903 Decrease in mortgage and other indebtedness — 73,283 Decrease in operating assets and liabilities — 2,443 Decrease in intangible lease and other assets — (908 ) Decrease in noncontrolling interest and joint venture interest — 4,271 Transfer of real estate assets in settlement of mortgage debt obligations: Decrease in real estate assets (11,834 ) (60,059 ) Decrease in mortgage and other indebtedness 25,956 124,111 Decrease in operating assets and liabilities 1,371 9,333 Decrease in intangible lease and other assets (86 ) (1,663 ) Conversion of Operating Partnership units to common stock 21,065 — |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Narrative (Details) | Nov. 02, 2020 | Aug. 18, 2020USD ($) | Aug. 31, 2020shares | Jul. 31, 2020shares | Mar. 31, 2020shares | Sep. 30, 2020statesubsidiaryshares | Mar. 31, 2020shares | Sep. 30, 2020statesubsidiaryshares | Dec. 31, 2019 |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Number of states in which entity operates | state | 26 | 26 | |||||||
Number of wholly owned subsidiaries | subsidiary | 36 | 36 | |||||||
Conversion of Operating Partnership common units into common stock (shares) | shares | 3,814,729 | 16,333,947 | |||||||
Restructuring Support Agreement | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Principal amount of unsecured notes | $ 1,375,000,000 | ||||||||
New senior secured notes maturity date | 2028-06 | ||||||||
Issuance of new senior secured notes due June 2028 | $ 500,000,000 | ||||||||
Cash | $ 50,000,000 | ||||||||
Percentage of issuance of new common equity to holders of unsecured notes | 90.00% | ||||||||
Elimination of debt as result of implementation of plan | $ 900,000,000 | ||||||||
Elimination of obligation on preferred stock in exchange for new common equity and warrants | $ 626,250,000 | ||||||||
Restructuring Support Agreement | Minimum | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Aggregate principal amount of operating partnership | 62.00% | ||||||||
Reduction in annual interest expense | $ 20,000,000 | ||||||||
Restructuring Support Agreement | Maximum | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Elimination of obligation on preferred stock in exchange for new common equity and warrants in cash | $ 5,000,000 | ||||||||
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Dividend rate of preferred stock (as a percent) | 7.375% | 7.375% | |||||||
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Dividend rate of preferred stock (as a percent) | 6.625% | 6.625% | |||||||
COVID 19 | 7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value | Subsequent Event | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Dividend rate of preferred stock (as a percent) | 7.375% | ||||||||
COVID 19 | 6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value | Subsequent Event | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Dividend rate of preferred stock (as a percent) | 6.625% | ||||||||
Consolidated Properties | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Non-controlling limited partner interest of third parties in Operating partnership (as a percent) | 2.90% | 2.90% | |||||||
Common stock owned by CBL's Predecessor (shares) | shares | 20,100,000 | 20,100,000 | |||||||
Total combined effective interest of CBL's Predecessor in Operating Partnership (as a percent) | 10.00% | 10.00% | |||||||
CBL Associates Properties Inc | Consolidated Properties | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Conversion of Operating Partnership common units into common stock (shares) | shares | 1,783,403 | 1,783,403 | 16,333,947 | ||||||
Consolidated Properties | CBL Holdings | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Ownership interest in qualified subsidiaries (as a percent) | 100.00% | 100.00% | |||||||
CBL & Associates Limited Partnership | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Number of wholly owned subsidiaries | subsidiary | 2 | 2 | |||||||
Combined ownership by the subsidiaries in operating partnership (as a percent) | 97.10% | 97.10% | |||||||
CBL & Associates Limited Partnership | CBL Associates Properties Inc | |||||||||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||||||||
Ownership of the sole general partner in partnership (as a percent) | 1.00% | ||||||||
Limited partnership interest owned by CBL Holdings II, Inc. in the operating partnership (as a percent) | 96.10% |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Properties Owned by Operating Partnership (Details) | Sep. 30, 2020mallassociated_centercommunity_centeroffice_buildingproperty |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |
Malls | mall | 62 |
Associated Centers | associated_center | 23 |
Community Centers | community_center | 6 |
Office Buildings/Other | 8 |
Total Properties | property | 99 |
Consolidated Properties | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |
Malls | mall | 52 |
Associated Centers | associated_center | 20 |
Community Centers | community_center | 1 |
Office Buildings/Other | 4 |
Total Properties | property | 77 |
Consolidated Properties | CBL & Associates Limited Partnership | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |
Office Buildings/Other | 2 |
Unconsolidated Properties | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |
Malls | mall | 10 |
Associated Centers | associated_center | 3 |
Community Centers | community_center | 5 |
Office Buildings/Other | 4 |
Total Properties | property | 22 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of New Accounting Pronouncements and Changes in Accounting Principles (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Accounting Policies [Abstract] | ||
Deferred rent included in receivables | $ 22,127 | $ 22,127 |
Rent abatements | $ 13,097 | $ 14,945 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in estimate of uncollectable rental revenues | $ 55,369 | $ 1,504 | |
Accounts Receivable | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in estimate of uncollectable rental revenues | $ 13,771 | 54,463 | |
Straight line receivables | $ 2,581 | $ 5,137 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)investment | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)mallother_propertyinvestment | Sep. 30, 2019USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Impairment charges of real estate | $ 46,000 | $ 135,688,000 | $ 146,964,000 | $ 202,121,000 |
Impairments of investments | $ 0 | $ 0 | $ 0 | $ 0 |
Number of investments in unconsolidated affiliates | investment | 2 | 2 | ||
Malls | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Impairment charges of real estate | $ 146,964,000 | |||
Number of malls with impairment | mall | 3 | |||
Other Properties | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Impairment charges of real estate | $ 0 | |||
Number of other properties with impairment | other_property | 5 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Disaggregation Of Revenue [Line Items] | |||||
Rental revenues | $ 124,081 | $ 180,616 | $ 405,476 | $ 556,989 | |
Revenues from contracts with customers (ASC 606): | 4,959 | 5,721 | 13,692 | 17,126 | |
Total revenues | [1] | 129,897 | 187,251 | 421,682 | 578,658 |
Malls | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | [1] | 115,661 | 171,514 | 381,013 | 526,354 |
Operating expense reimbursements | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 2,360 | 2,449 | 6,852 | 6,653 | |
Operating expense reimbursements | Malls | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 2,217 | 2,374 | 6,562 | 6,458 | |
Operating expense reimbursements | All Other Segments | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 143 | 75 | 290 | 195 | |
Management, development and leasing fees | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 2,104 | 2,216 | 5,251 | 7,325 | |
Marketing revenues | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues from contracts with customers (ASC 606): | 495 | 1,056 | 1,589 | 3,148 | |
Other revenues | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenues | $ 857 | $ 914 | $ 2,514 | $ 4,543 | |
[1] | Management, development and leasing fees are included in the All Other category. See Note 3 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Change in estimate of uncollectable rental revenues | $ 55,369 | $ 1,504 | |
Uncollectible Receivables | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Change in estimate of uncollectable rental revenues | $ (356) | $ 906 |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 129,263 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 26,881 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 5 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 53,984 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 15 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2040-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining performance obligation | $ 48,398 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 20 years |
Revenues - Remaining Performa_2
Revenues - Remaining Performance Obligations (Details 1) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue From Contract With Customer [Abstract] | |
Remaining performance obligation | $ 129,263 |
Leases - Components of Rental R
Leases - Components of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Fixed lease payments | $ 99,255 | $ 149,582 | $ 335,799 | $ 460,584 |
Variable lease payments | 24,826 | 31,034 | 69,677 | 96,405 |
Total rental revenues | $ 124,081 | $ 180,616 | $ 405,476 | $ 556,989 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments to be Received (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Operating Leases | |
2020 | $ 101,314 |
2021 | 387,447 |
2022 | 330,263 |
2023 | 277,859 |
2024 | 226,620 |
2025 | 171,312 |
Thereafter | 418,785 |
Total undiscounted lease payments | $ 1,913,600 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2020ground_leaseoffice_lease |
Lessee, Lease, Description [Line Items] | |
Number of ground leases | ground_lease | 8 |
Number of office leases | office_lease | 1 |
Weighted-average remaining term of operating leases | 43 years 2 months 12 days |
Weighted-average discount rate of operating leases (as a percent) | 8.10% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease renewal term | 5 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease renewal term | 10 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease expense: | ||||
Operating lease expense | $ 113 | $ 10 | $ 352 | $ 435 |
Variable lease expense | 82 | 247 | 198 | 277 |
Total lease expense | $ 195 | $ 257 | $ 550 | $ 712 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of mortgage and other indebtedness | $ 2,756,633 | $ 2,970,246 | |
Available-for-sale securities - at fair value (amortized cost of $151,762 in 2020) | [1] | 151,795 | |
Available-for-sale securities, fair value | 151,762 | ||
U.S Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities - at fair value (amortized cost of $151,762 in 2020) | 151,762 | ||
Available-For-Sale Securities Held, unrealized gains/(losses) | 33 | ||
Available-for-sale securities, fair value | $ 151,795 | ||
[1] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets | $ 166,900 | $ 160,740 | $ 166,900 | $ 160,740 |
Loss on impairment | 46 | 135,688 | 146,964 | 202,121 |
Impairments of real estate | 202,121 | |||
Significant Unobservable Inputs (Level 3) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets | $ 166,900 | $ 160,740 | $ 166,900 | $ 160,740 |
Fair Value Measurements - Long-
Fair Value Measurements - Long-Lived Assets Measured at Fair Value (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 46 | $ 135,688 | $ 146,964 | $ 202,121 |
Long-lived assets | 166,900 | 160,740 | 166,900 | 160,740 |
Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 146,964 | |||
Burnsville Center | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 26,562 | |||
Long-lived assets | $ 47,300 | $ 47,300 | ||
Burnsville Center | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Burnsville Center | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 14.5 | 14.5 | ||
Burnsville Center | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 15.5 | 15.5 | ||
Monroeville Mall | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 107,082 | |||
Long-lived assets | $ 67,000 | $ 67,000 | ||
Monroeville Mall | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Monroeville Mall | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 14 | 14 | ||
Monroeville Mall | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 14.5 | 14.5 | ||
Asheville Mall | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 13,274 | |||
Long-lived assets | $ 52,600 | $ 52,600 | ||
Asheville Mall | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Asheville Mall | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 13.25 | 13.25 | ||
Asheville Mall | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 14 | 14 | ||
Vacant Land | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 46 | |||
Greenbrier Mall | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 22,770 | |||
Long-lived assets | 56,300 | 56,300 | ||
Honey Creek Mall | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 2,045 | |||
Assets book value | 14,360 | 14,360 | ||
The Forumat Grandview | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets book value | 31,559 | 31,559 | ||
The Forumat Grandview | All Other | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 8,582 | |||
Eastgate Mall | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | 33,265 | |||
Long-lived assets | $ 25,100 | $ 25,100 | ||
Eastgate Mall | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Eastgate Mall | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 14.5 | 14.5 | ||
Eastgate Mall | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 15 | 15 | ||
Mid Rivers Mall | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 83,621 | |||
Long-lived assets | $ 53,340 | $ 53,340 | ||
Mid Rivers Mall | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Mid Rivers Mall | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 12.5 | 12.5 | ||
Mid Rivers Mall | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 13.25 | 13.25 | ||
Laurel Park Place | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ 52,067 | |||
Long-lived assets | $ 26,000 | $ 26,000 | ||
Laurel Park Place | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Laurel Park Place | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 13.5 | 13.5 | ||
Laurel Park Place | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 14 | 14 | ||
Prior Sales Adjustment | Malls | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Loss on impairment | $ (229) | |||
Greenbriar Mall | Malls | Measurement Input, Expected Term | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Holding period | 10 years | |||
Greenbriar Mall | Malls | Cap Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 11.5 | 11.5 | ||
Greenbriar Mall | Malls | Discount Rate (as a percent) | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement input (as a percent) | 11.5 | 11.5 |
Dispositions and Held for Sale-
Dispositions and Held for Sale- Summary (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)outparcel | Sep. 30, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of real estate assets | $ 2,708 | $ 13,811 |
Outparcel Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of real estate assets | $ 2,708 | |
Number of stores sold (outparcel) | outparcel | 3 |
Dispositions and Held for Sal_2
Dispositions and Held for Sale - Gain on Extinguishment of Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on extinguishment of debt | $ 15,407 | $ 15,407 | $ 71,722 | |
Hickory Point Mall | Forsyth, IL | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on extinguishment of debt | $ 15,407 | |||
Hickory Point Mall | Malls | Forsyth, IL | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Balance of Non-recourse Debt | $ 27,446 | |||
Gain on extinguishment of debt | $ 15,407 |
Unconsolidated Affiliates and_3
Unconsolidated Affiliates and Noncontrolling Interests - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended |
Feb. 29, 2020USD ($) | Jun. 30, 2020 | Sep. 30, 2020USD ($)entityloan | |
Schedule Of Equity Method Investments [Line Items] | |||
Number of entities - equity method of accounting (entity) | entity | 29 | ||
Number of 50/50 joint ventures | entity | 17 | ||
Number of loans in default | loan | 15 | ||
Loans in default, aggregate outstanding balance | $ 855,864 | ||
Senior Unsecured Notes Due 2024 | |||
Schedule Of Equity Method Investments [Line Items] | |||
Balance of non-recourse debt | 300,000 | ||
Atlanta Outlet JV, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Ownership interest in joint venture (as a percent) | 50.00% | ||
Balance of non-recourse debt | $ 4,680 | ||
Partnership guarantee (as a percent) | 100.00% | ||
Debt instrument, maturity date | Nov. 30, 2023 | ||
Atlanta Outlet JV, LLC | LIBOR | |||
Schedule Of Equity Method Investments [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.50% | ||
BI Development II, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Ownership in variable interest entity (as a percent) | 20.00% | ||
CBL/T-C, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Balance of non-recourse debt | $ 262,971 | ||
Debt instrument, maturity date | Oct. 31, 2025 | ||
Number of loans in default | loan | 17 | ||
CBL/T-C, LLC | Senior Unsecured Notes Due 2024 | |||
Schedule Of Equity Method Investments [Line Items] | |||
Loans in default, aggregate outstanding balance | $ 811,081 | ||
Minimum | |||
Schedule Of Equity Method Investments [Line Items] | |||
Ownership interest in joint venture (as a percent) | 20.00% | ||
Ownership in variable interest entity (as a percent) | 50.00% | ||
Maximum | |||
Schedule Of Equity Method Investments [Line Items] | |||
Ownership interest in joint venture (as a percent) | 65.00% | ||
Ownership in variable interest entity (as a percent) | 92.00% |
Unconsolidated Affiliates and_4
Unconsolidated Affiliates and Noncontrolling Interests - Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | ||
ASSETS: | |||||||||||
Investment in real estate assets | [1] | $ 5,972,711 | $ 5,972,711 | $ 6,362,049 | |||||||
Accumulated depreciation | [1] | (2,228,632) | (2,228,632) | (2,349,404) | |||||||
Net investment in real estate assets | [1] | 3,775,901 | 3,775,901 | 4,061,996 | |||||||
Developments in progress | [1] | 31,822 | 31,822 | 49,351 | |||||||
Total assets | [1] | 4,564,043 | 4,564,043 | 4,622,346 | |||||||
LIABILITIES: | |||||||||||
Mortgage and other indebtedness, net | 3,729,686 | 3,729,686 | 3,527,015 | ||||||||
Total liabilities | [1] | 3,951,632 | 3,951,632 | 3,758,321 | |||||||
Shareholders' equity: | |||||||||||
The Company | 589,492 | 589,492 | 806,312 | ||||||||
Noncontrolling interests | 22,726 | 22,726 | 55,553 | ||||||||
Total equity | 612,218 | $ 808,783 | 612,218 | $ 808,783 | $ 653,453 | $ 725,091 | 861,865 | $ 918,586 | $ 958,472 | $ 1,032,165 | |
Total liabilities, redeemable noncontrolling interests and equity | 4,564,043 | 4,564,043 | 4,622,346 | ||||||||
Total revenues | [2] | 129,897 | 187,251 | 421,682 | 578,658 | ||||||
Net loss | (44,424) | (92,034) | (256,511) | (168,531) | |||||||
Equity in earnings (losses) of unconsolidated affiliates | (7,389) | (1,759) | (12,450) | 3,421 | |||||||
BI Development II, LLC | |||||||||||
ASSETS: | |||||||||||
Investment in real estate assets | 2,348,669 | 2,348,669 | 2,293,438 | ||||||||
Accumulated depreciation | (846,097) | (846,097) | (803,909) | ||||||||
Net investment in real estate assets | 1,502,572 | 1,502,572 | 1,489,529 | ||||||||
Developments in progress | 25,556 | 25,556 | 46,503 | ||||||||
Net investment in real estate assets | 1,528,128 | 1,528,128 | 1,536,032 | ||||||||
Other assets | 180,235 | 180,235 | 154,427 | ||||||||
Total assets | 1,708,363 | 1,708,363 | 1,690,459 | ||||||||
LIABILITIES: | |||||||||||
Mortgage and other indebtedness, net | 1,435,891 | 1,435,891 | 1,417,644 | ||||||||
Other liabilities | 53,583 | 53,583 | 41,007 | ||||||||
Total liabilities | 1,489,474 | 1,489,474 | 1,458,651 | ||||||||
Shareholders' equity: | |||||||||||
The Company | 141,989 | 141,989 | 149,376 | ||||||||
Noncontrolling interests | 76,900 | 76,900 | 82,432 | ||||||||
Total equity | 218,889 | 218,889 | 231,808 | ||||||||
Total liabilities, redeemable noncontrolling interests and equity | 1,708,363 | 1,708,363 | $ 1,690,459 | ||||||||
Total revenues | 46,953 | 52,867 | 154,128 | 162,964 | |||||||
Net loss | (10,671) | 81,300 | (12,139) | 90,303 | |||||||
Equity in earnings (losses) of unconsolidated affiliates | $ (7,389) | $ (1,759) | $ (12,450) | $ 3,421 | |||||||
[1] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 | ||||||||||
[2] | Management, development and leasing fees are included in the All Other category. See Note 3 |
Unconsolidated Affiliates and_5
Unconsolidated Affiliates and Noncontrolling Interests - Noncontrolling Interests (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Equity Method Investments [Line Items] | ||
Noncontrolling interests | $ 22,726 | $ 55,553 |
Operating Partnership | ||
Schedule Of Equity Method Investments [Line Items] | ||
Noncontrolling interests | 540 | 31,592 |
Other consolidated subsidiaries | ||
Schedule Of Equity Method Investments [Line Items] | ||
Noncontrolling interests | $ 22,186 | $ 23,961 |
Unconsolidated Affiliates and_6
Unconsolidated Affiliates and Noncontrolling Interests - Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule Of Equity Method Investments [Line Items] | |||
Change in estimate of uncollectable rental revenues | $ 55,369 | $ 1,504 | |
Deferred rent included in receivables | $ 22,127 | 22,127 | |
Accounts Receivable | |||
Schedule Of Equity Method Investments [Line Items] | |||
Change in estimate of uncollectable rental revenues | 13,771 | 54,463 | |
Straight line rent receivables | 2,581 | 5,137 | |
Unconsolidated Affiliates | Accounts Receivable | |||
Schedule Of Equity Method Investments [Line Items] | |||
Change in estimate of uncollectable rental revenues | 5,517 | 19,052 | |
Straight line rent receivables | 830 | 1,265 | |
Deferred rent included in receivables | 4,621 | 4,621 | |
Unconsolidated affiliates granted abatements | $ 4,231 | $ 5,421 |
Unconsolidated Affiliates and_7
Unconsolidated Affiliates and Noncontrolling Interests - Variable Interest Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | [1] | $ 4,564,043 | $ 4,622,346 |
Variable Interest Entity Primary Beneficiary | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 31,271 | ||
Maximum Risk of Loss, Unconsolidated | 73,117 | ||
Variable Interest Entity Primary Beneficiary | Ambassador Infrastructure, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Maximum Risk of Loss, Unconsolidated | 9,360 | ||
Variable Interest Entity Primary Beneficiary | Continental 425 Fund LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 7,051 | ||
Maximum Risk of Loss, Unconsolidated | 7,051 | ||
Variable Interest Entity Primary Beneficiary | EastGate Storage, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 558 | ||
Maximum Risk of Loss, Unconsolidated | 3,808 | ||
Variable Interest Entity Primary Beneficiary | Hamilton Place Self Storage, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 1,340 | ||
Maximum Risk of Loss, Unconsolidated | 8,342 | ||
Variable Interest Entity Primary Beneficiary | Parkdale Self Storage LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 983 | ||
Maximum Risk of Loss, Unconsolidated | 7,483 | ||
Variable Interest Entity Primary Beneficiary | PHG-CBL Lexington, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 35 | ||
Maximum Risk of Loss, Unconsolidated | 35 | ||
Variable Interest Entity Primary Beneficiary | Self-Storage at Mid Rivers, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 565 | ||
Maximum Risk of Loss, Unconsolidated | 3,559 | ||
Variable Interest Entity Primary Beneficiary | Shoppes at Eagle Point, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 17,053 | ||
Maximum Risk of Loss, Unconsolidated | 29,793 | ||
Variable Interest Entity Primary Beneficiary | Vision-CBL Hamilton Place, LLC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Assets, Unconsolidated | 3,686 | ||
Maximum Risk of Loss, Unconsolidated | $ 3,686 | ||
[1] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 |
Mortgage and Other Indebtedne_3
Mortgage and Other Indebtedness, Net - Debt of Operating Partnership (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 2,560,364 | $ 2,695,888 |
Mortgage and other indebtedness, variable-rate debt | 1,183,186 | 847,275 |
Total fixed-rate and variable-rate debt | 3,743,550 | 3,543,163 |
Unamortized deferred financing costs | (13,864) | (16,148) |
Total mortgage and other indebtedness, net | $ 3,729,686 | $ 3,527,015 |
Weighted average interest rate (as a percent) | 6.51% | 5.02% |
Senior Secured Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |
Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.31% | 5.35% |
Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 9.12% | 3.98% |
Post-Default Rate | Senior Secured Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Effective Percentage | 9.50% | |
LIBOR Market Index Rate | Senior Secured Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument variable interest rate | 2.41% | |
Non-Recourse Loans on Operating Properties | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 1,193,997 | $ 1,330,561 |
Non-Recourse Loans on Operating Properties | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.17% | 5.27% |
Senior Unsecured Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 299,966 | $ 299,960 |
Debt Instrument Unamortized Discount | $ 34 | $ 40 |
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 4.60% | 4.60% |
Senior Unsecured Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 618,136 | $ 617,473 |
Debt Instrument Unamortized Discount | $ 6,864 | $ 7,527 |
Senior Unsecured Notes Due 2026 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.95% | 5.95% |
Recourse loans on operating Properties | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt | $ 68,511 | $ 41,950 |
Recourse loans on operating Properties | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 2.91% | 4.34% |
Construction loan | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt | $ 29,400 | |
Construction loan | Variable Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 4.60% | |
Secured Line of Credit | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt | $ 675,925 | $ 310,925 |
Weighted average interest rate (as a percent) | 9.50% | 3.94% |
Secured Line of Credit | Intangible Lease Assets And Other Assets | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (7,180) | |
Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, variable-rate debt | $ 438,750 | $ 465,000 |
Weighted average interest rate (as a percent) | 9.50% | 3.94% |
Senior Unsecured Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 448,265 | $ 447,894 |
Debt Instrument Unamortized Discount | $ 1,736 | $ 2,106 |
Senior Unsecured Notes Due 2023 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.25% | 5.25% |
Secured Term Loan, Senior Unsecured Notes and Certain Property-level, Non-recourse Mortgage Loans | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (10,524) | |
Recourse and Nonrecourse Term Loans | ||
Debt Instrument [Line Items] | ||
Secured non-recourse and recourse term loans | $ 2,334,160 |
Mortgage and Other Indebtedne_4
Mortgage and Other Indebtedness, Net - Senior Unsecured Notes, Unsecured Lines of Credit and Unsecured Term Loans (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 6.51% | 5.02% |
Minimum | ||
Debt Instrument [Line Items] | ||
Notice required to redeem debt | 30 days | |
Maximum | ||
Debt Instrument [Line Items] | ||
Notice required to redeem debt | 60 days | |
Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.31% | 5.35% |
Senior Unsecured Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Balance of non-recourse debt | $ 450,000 | |
Senior Unsecured Notes Due 2023 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.25% | 5.25% |
Senior Unsecured Notes Due 2023 | Treasury Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate (as a percent) | 0.40% | |
Senior Unsecured Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Balance of non-recourse debt | $ 300,000 | |
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 4.60% | 4.60% |
Senior Unsecured Notes Due 2024 | Treasury Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate (as a percent) | 0.35% | |
Senior Unsecured Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Balance of non-recourse debt | $ 625,000 | |
Senior Unsecured Notes Due 2026 | Fixed Rate Interest | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (as a percent) | 5.95% | 5.95% |
Senior Unsecured Notes Due 2026 | Treasury Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate (as a percent) | 0.50% |
Mortgage and Other Indebtedne_5
Mortgage and Other Indebtedness, Net - Narrative (Details) | Oct. 15, 2020USD ($) | Aug. 19, 2020USD ($) | Sep. 30, 2020USD ($)mallassociated_centersubsidiaryloanmortgage_note_receivable | Mar. 30, 2020USD ($) | Aug. 06, 2020 | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 6.51% | 5.02% | ||||
Payment for loan | $ 11,973,000 | |||||
Mortgage and other indebtedness, variable-rate debt | $ 1,183,186,000 | $ 847,275,000 | ||||
Number of Malls Securing Credit Facility, Collateral | mall | 17 | |||||
Number of Associated Centers Securing Credit Facility, Collateral | associated_center | 3 | |||||
Number of wholly owned subsidiaries | subsidiary | 36 | |||||
Line of credit facility payment restrictions | 150,000 | |||||
Number of loans in default | loan | 15 | |||||
Loans in default, aggregate outstanding balance | $ 855,864,000 | |||||
Guarantor Subsidiaries | ||||||
Debt Instrument [Line Items] | ||||||
Number of malls not classified as collateral for the secured credit facility | mall | 4 | |||||
Number of associated centers not classified as collateral for the secured credit facility | associated_center | 2 | |||||
Number of Mortgage Notes Receivable not Classified as Collateral | mortgage_note_receivable | 4 | |||||
COVID-19 | ||||||
Debt Instrument [Line Items] | ||||||
Secured credit facility, impact of uncetainity | $ 280,000,000 | |||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,300,000 | |||||
Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 5.31% | 5.35% | ||||
Senior Unsecured Notes Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest payment | $ 11,813,000 | |||||
Debt Instrument, Face Amount | $ 450,000,000 | |||||
Senior Unsecured Notes Due 2023 | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 5.25% | 5.25% | ||||
Senior Unsecured Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest payment | $ 18,594,000 | |||||
Debt Instrument, Face Amount | $ 625,000,000 | |||||
Senior Unsecured Notes Due 2026 | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 5.95% | 5.95% | ||||
Senior Unsecured Notes Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest payment | $ 6,900,000 | |||||
Debt Instrument, Face Amount | $ 300,000,000 | |||||
Senior Unsecured Notes Due 2024 | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Interest payment | $ 6,900,000 | |||||
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 4.60% | 4.60% | ||||
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 4.60% | |||||
Line of Credit | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,185,000,000 | |||||
Debt instrument, maturity date | Jul. 31, 2023 | |||||
Payment for loan | $ 4,812,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||||
Quarterly Installment Payments on Debt | $ 35,000,000 | |||||
Line of Credit | Secured Debt | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
Line of Credit | Secured Debt | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | |||||
Line of Credit | LIBOR Market Index Rate | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 2.25% | |||||
Line of Credit | LIBOR Market Index Rate | Secured Debt | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||
Line of Credit | Federal Funds Rate | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||
Line of Credit | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 4.50% | |||||
Line of Credit | Base Rate | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Annual interest expense | 19,277,000 | |||||
Line of Credit | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as a percent) | 1.25% | |||||
Line of Credit | Post-Default Rate | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.50% | |||||
Annual interest expense | $ 74,355,000 | |||||
Revolving Credit Facility | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 685,000,000 | |||||
Secured Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 9.50% | 3.94% | ||||
Mortgage and other indebtedness, variable-rate debt | $ 438,750,000 | $ 465,000,000 | ||||
Secured Term Loan | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 438,750,000 | |||||
Secured Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 9.50% | 3.94% | ||||
Mortgage and other indebtedness, variable-rate debt | $ 675,925,000 | $ 310,925,000 | ||||
Non-Recourse Loans on Operating Properties | ||||||
Debt Instrument [Line Items] | ||||||
Debt default threshold, minimum loan amount (greater than) | $ 50,000 | |||||
Non-Recourse Loans on Operating Properties | Fixed Rate Interest | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (as a percent) | 5.17% | 5.27% |
Mortgage and Other Indebtedne_6
Mortgage and Other Indebtedness, Net - Loan Repayments (Details) $ in Thousands | 1 Months Ended |
Feb. 29, 2020USD ($) | |
Debt Instrument [Line Items] | |
Principal Balance Repaid (1) | $ 84,546 |
Mortgages | Parkway Place | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 6.50% |
Principal Balance Repaid (1) | $ 33,186 |
Mortgages | Valley View Mall | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 6.50% |
Principal Balance Repaid (1) | $ 51,360 |
Mortgage and Other Indebtedne_7
Mortgage and Other Indebtedness, Net - Summary of 2020 Dispositions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | |||
Gain on Extinguishment of Debt | $ 15,407 | $ 15,407 | $ 71,722 |
Hickory Point Mall | Forsyth, IL | |||
Debt Instrument [Line Items] | |||
Balance of Non-recourse Debt | $ 27,446 | 27,446 | |
Gain on Extinguishment of Debt | $ 15,407 |
Mortgage and Other Indebtedne_8
Mortgage and Other Indebtedness, Net - Summary of Non-recourse Loans (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Greenbrier Mall | Chesapeake, VA | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 5.41% |
Loan Amount | $ 61,647 |
Burnsville Center | Burnsville, MN | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 6.00% |
Loan Amount | $ 64,233 |
EastGate Mall | Cincinnati, OH | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 5.83% |
Loan Amount | $ 31,726 |
Park Plaza Mall | Little Rock, AR | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 5.28% |
Loan Amount | $ 77,064 |
Asheville Mall | Asheville, NC | |
Debt Instrument [Line Items] | |
Interest Rate at Repayment Date | 5.80% |
Loan Amount | $ 62,863 |
Mortgage and Other Indebtedne_9
Mortgage and Other Indebtedness, Net- Scheduled Principal Payments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
2020 | $ 18,988 | |
2021 | 559,094 | |
2022 | 408,235 | |
2023 | 1,493,534 | |
2024 | 343,601 | |
2025 | 38,472 | |
Thereafter | 764,380 | |
Long-term Debt, Gross | 3,626,304 | |
Net unamortized discounts and premium | (8,634) | |
Unamortized deferred financing costs | (13,864) | $ (16,148) |
Mortgage and other indebtedness, net | $ 3,729,686 | $ 3,527,015 |
Weighted-average remaining term to maturity | 3 years 1 month 6 days | 3 years 8 months 12 days |
Operating Property Loan | Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgage and other indebtedness, net | $ 125,880 |
Mortgage and Other Notes Rece_3
Mortgage and Other Notes Receivable - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Mortgage And Other Notes Receivable [Line Items] | |||
Assignment of the partnership interest (as a percent) | 100.00% | ||
Mortgage and other notes receivable | $ 2,534 | $ 4,662 | |
Mortgage Receivable | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 2.65% | ||
Mortgage and other notes receivable | $ 1,100 | $ 2,637 | |
Mortgage Receivable | D'Iberville Promenade, LLC | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Mortgage and other notes receivable | 1,100 | ||
Mortgage Receivable | Minimum | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 4.28% | ||
Mortgage Receivable | Maximum | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 9.50% | ||
Other Notes Receivable | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Mortgage and other notes receivable | $ 1,434 | $ 2,025 | |
Other Notes Receivable | The Shoppes At St Clair Square | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Writing off for tenant receivables | $ 1,230 | ||
Other Notes Receivable | Minimum | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 4.00% | 4.00% | |
Other Notes Receivable | Maximum | |||
Mortgage And Other Notes Receivable [Line Items] | |||
Interest Rate (as a percent) | 5.00% | 5.00% |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1] | $ 129,897 | $ 187,251 | $ 421,682 | $ 578,658 | |
Property operating expenses | [2] | (46,036) | (56,296) | (142,186) | (174,949) | |
Interest expense | (61,137) | (50,515) | (160,760) | (156,995) | ||
Gain (loss) on sales of real estate assets | (55) | 8,056 | 2,708 | 13,811 | ||
Segment profit (loss) | 22,669 | 88,489 | 121,044 | 260,484 | ||
Depreciation and amortization | (53,477) | (64,168) | (162,042) | (198,438) | ||
General and administrative | (25,497) | (12,467) | (62,060) | (48,901) | ||
Litigation settlement | 2,480 | 22,688 | 2,480 | (65,462) | ||
Interest and other income | 1,975 | 1,367 | 5,263 | 2,212 | ||
Gain on extinguishment of debt | 15,407 | 15,407 | 71,722 | |||
Loss on impairment | (46) | (135,688) | (146,964) | (202,121) | ||
Gain on investments/deconsolidation | 11,174 | 11,174 | ||||
Income tax provision | (546) | (1,670) | (17,189) | (2,622) | ||
Equity in earnings (losses) of unconsolidated affiliates | (7,389) | (1,759) | (12,450) | 3,421 | ||
Net loss | (44,424) | (92,034) | (256,511) | (168,531) | ||
Capital expenditures | [3] | 3,786 | 36,491 | 35,249 | 97,603 | |
Other expense | (7) | (400) | (41) | |||
Total Assets | [4] | 4,564,043 | 4,564,043 | $ 4,622,346 | ||
Malls | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1] | 115,661 | 171,514 | 381,013 | 526,354 | |
Property operating expenses | [2] | (43,628) | (53,384) | (134,111) | (164,164) | |
Interest expense | (18,845) | (20,866) | (55,952) | (65,612) | ||
Gain (loss) on sales of real estate assets | 3,292 | (25) | 5,770 | |||
Segment profit (loss) | 53,188 | 100,556 | 190,925 | 302,348 | ||
Capital expenditures | [3] | 2,524 | 34,961 | 30,334 | 94,545 | |
Total Assets | 3,926,908 | 3,926,908 | 4,180,515 | |||
All Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | [1],[5] | 14,236 | 15,737 | 40,669 | 52,304 | |
Property operating expenses | [2],[5] | (2,408) | (2,912) | (8,075) | (10,785) | |
Interest expense | [5] | (42,292) | (29,649) | (104,808) | (91,383) | |
Gain (loss) on sales of real estate assets | [5] | (55) | 4,764 | 2,733 | 8,041 | |
Segment profit (loss) | [5] | (30,519) | (12,067) | (69,881) | (41,864) | |
Capital expenditures | [3],[5] | 1,262 | 1,530 | 4,915 | 3,058 | |
Other expense | [5] | $ (7) | (400) | $ (41) | ||
Total Assets | [5] | $ 637,135 | $ 637,135 | $ 441,831 | ||
[1] | Management, development and leasing fees are included in the All Other category. See Note 3 | |||||
[2] | Property operating expenses include property operating, real estate taxes and maintenance and repairs. | |||||
[3] | Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category. | |||||
[4] | As of September 30, 2020, includes $364,893 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $171,625 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7 | |||||
[5] | The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company. |
Earnings per Share and Earnin_3
Earnings per Share and Earnings per Unit - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Undistributed losses allocated to participating common units percent | 100.00% | |||
Common Units | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Potentially dilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 |
Antidilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 |
Common Stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Potentially dilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 |
Antidilutive securities excluded from the computation of EPS (shares) | 0 | 0 | 0 | 0 |
Earnings per Share and Earnin_4
Earnings per Share and Earnings per Unit - Schedule of Basic and Diluted EPU for Common and Special Common Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Loss Attributable to Common Unitholders | $ (54,101) | $ (90,116) | $ (269,449) | $ (175,715) |
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 193,481 | 173,471 | 188,211 | 173,400 |
CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Loss Attributable to Common Unitholders | $ (54,710) | $ (104,020) | $ (288,549) | $ (202,831) |
Distributions to Common Unitholders - Declared Only | (14,638) | |||
Total Undistributed Losses Available to Common and Special Common Unitholders | $ (56,697) | $ (106,440) | $ (294,942) | $ (224,861) |
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 201,690 | 200,230 | 201,551 | 200,158 |
Basic EPU: | ||||
Basic EPU | $ (0.27) | $ (0.52) | $ (1.43) | $ (1.01) |
Diluted EPU: | ||||
Diluted EPU | $ (0.27) | $ (0.52) | $ (1.43) | $ (1.01) |
Common units issued on conversion of SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total Undistributed Losses Available to Common and Special Common Unitholders | $ (133) | |||
Distributed Earnings: | ||||
Distributed Earnings | $ 133 | |||
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 1,696,000 | 1,770,000 | 1,697,000 | 1,770,000 |
Basic EPU: | ||||
Basic EPU | $ 0.07 | |||
Diluted EPU: | ||||
Diluted EPU | $ 0.07 | |||
S-SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total Undistributed Losses Available to Common and Special Common Unitholders | $ (1,143) | $ (1,143) | $ (3,429) | $ (3,429) |
Distributed Earnings: | ||||
Distributed Earnings | $ 1,143 | $ 1,143 | $ 3,429 | $ 3,429 |
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 1,561,000 | 1,561,000 | 1,561,000 | 1,561,000 |
Basic EPU: | ||||
Basic EPU | $ 0.73 | $ 0.73 | $ 2.20 | $ 2.20 |
Diluted EPU: | ||||
Diluted EPU | $ 0.73 | $ 0.73 | $ 2.20 | $ 2.20 |
L-SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total Undistributed Losses Available to Common and Special Common Unitholders | $ (433) | $ (433) | $ (1,299) | |
Distributed Earnings: | ||||
Distributed Earnings | $ 433 | $ 433 | $ 1,299 | |
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 572,000 | 572,000 | 572,000 | 572,000 |
Basic EPU: | ||||
Basic EPU | $ 0.76 | $ 0.76 | $ 2.27 | |
Diluted EPU: | ||||
Diluted EPU | $ 0.76 | $ 0.76 | $ 2.27 | |
K-SCUs | CBL & Associates Limited Partnership | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total Undistributed Losses Available to Common and Special Common Unitholders | $ (844) | $ (844) | $ (2,531) | $ (2,531) |
Distributed Earnings: | ||||
Distributed Earnings | $ 844 | $ 844 | $ 2,531 | $ 2,531 |
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 1,134,000 | 1,137,000 | 1,136,000 | 1,137,000 |
Basic EPU: | ||||
Basic EPU | $ 0.74 | $ 0.74 | $ 2.23 | $ 2.23 |
Diluted EPU: | ||||
Diluted EPU | $ 0.74 | $ 0.74 | $ 2.23 | $ 2.23 |
Common Units | CBL & Associates Limited Partnership | ||||
Distributed Earnings: | ||||
Distributed Earnings | $ 14,639 | |||
Undistributed Losses: | ||||
Undistributed Losses | $ (56,697) | $ (106,440) | $ (294,942) | $ (224,861) |
Weighted Average: | ||||
Weighted-average common and potential dilutive common shares/units outstanding | 196,728,000 | 195,190,000 | 196,585,000 | 195,119,000 |
Basic EPU: | ||||
Basic EPU | $ (0.29) | $ (0.55) | $ (1.50) | $ (1.08) |
Diluted EPU: | ||||
Diluted EPU | $ (0.29) | $ (0.55) | $ (1.50) | $ (1.08) |
Contingencies - Litigation (Det
Contingencies - Litigation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Wave Lengths Hair Salons of Florida Inc | ||||
Loss Contingencies [Line Items] | ||||
Required amount reserved | $ 90,000 | |||
Amount awarded to other party | 60,000 | |||
Loss contingency accrual | 88,150 | |||
Litigation settlement expense | $ 23,050 | |||
Reduction in accrued liability | $ 17,922 | $ 26,396 | ||
Notice of suggestion of bankruptcy filed date | Nov. 3, 2020 | |||
Wave Lengths Hair Salons of Florida Inc | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Attorney fees and associated costs | 27,000 | |||
Incentive award costs | 50 | |||
Class administration costs | $ 100 | |||
Wave Lengths Hair Salons of Florida Inc | Settlement Agreement | ||||
Loss Contingencies [Line Items] | ||||
Period of settlement payments of monthly rent credits | 5 years | |||
Reduction in accrued liability | $ 2,480 | |||
Wave Lengths Hair Salons of Florida Inc | Past Tenants | ||||
Loss Contingencies [Line Items] | ||||
Reduction in accrued liability | 4,915 | |||
Wave Lengths Hair Salons of Florida Inc | Plaintiff's Counsel and Claims Administrator | ||||
Loss Contingencies [Line Items] | ||||
Reduction in accrued liability | 4,039 | |||
Wave Lengths Hair Salons of Florida Inc | Rents and Other Charges for Current Tenants | ||||
Loss Contingencies [Line Items] | ||||
Reduction in accrued liability | $ 6,488 | |||
Securities Class Action Litigation | ||||
Loss Contingencies [Line Items] | ||||
Notice of suggestion of bankruptcy filed date | Nov. 9, 2020 | |||
Derivative Litigation | ||||
Loss Contingencies [Line Items] | ||||
Notice of suggestion of bankruptcy filed date | Nov. 9, 2020 |
Contingencies - Environmental C
Contingencies - Environmental Contingencies (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Environmental liability insurance, maximum coverage per incident (up to) | $ 10,000,000 |
Environmental liability insurance, annual coverage limit (up to) | $ 50,000,000 |
Contingencies - Guarantees (Det
Contingencies - Guarantees (Details) | 9 Months Ended | |
Sep. 30, 2020USD ($)extension_option | Dec. 31, 2019USD ($) | |
Guarantor Obligations [Line Items] | ||
Obligation Recorded to Reflect Guaranty | $ 962,000 | $ 973,000 |
Shoppes at Eagle Point, LLC | ||
Guarantor Obligations [Line Items] | ||
Maximum Guaranteed Amount | $ 12,740,000 | |
Parkdale Self Storage LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Debt Instrument, Face Amount | $ 6,500,000 | |
Partnership guarantee (as a percent) | 100.00% | |
Hamilton Place Self Storage, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 54.00% | |
Reduction of guarantor obligations once certain debt and operational metrics are met (as a percent) | 25.00% | |
Debt Instrument, Face Amount | $ 7,002,000 | |
Partnership guarantee (as a percent) | 100.00% | |
Reduction of guarantor obligations upon opening (as a percent) | 50.00% | |
Ambassador Infrastructure, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 65.00% | |
Outstanding Balance | $ 9,360,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 9,360,000 | |
Obligation Recorded to Reflect Guaranty | $ 94,000 | 101,000 |
Hamilton Place Self Storage, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 54.00% | |
Outstanding Balance | $ 6,247,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 7,002,000 | |
Obligation Recorded to Reflect Guaranty | $ 70,000 | 70,000 |
West Melbourne I, LLC - Phase I | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 40,372,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 20,186,000 | |
Obligation Recorded to Reflect Guaranty | $ 202,000 | 199,000 |
West Melbourne I, LLC - Phase II | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 14,513,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 7,257,000 | |
Obligation Recorded to Reflect Guaranty | $ 73,000 | 78,000 |
Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 53,513,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 26,757,000 | |
Obligation Recorded to Reflect Guaranty | $ 268,000 | 270,000 |
Shoppes at Eagle Point, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 35,189,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 35.00% | |
Maximum Guaranteed Amount | $ 12,740,000 | |
Obligation Recorded to Reflect Guaranty | $ 127,000 | 127,000 |
Number of extension options available | extension_option | 1 | |
Option extension term of debt instrument | 1 year | |
EastGate Storage, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 6,485,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 3,250,000 | |
Obligation Recorded to Reflect Guaranty | $ 33,000 | 33,000 |
Reduction of guarantor obligations once certain debt and operational metrics are met (as a percent) | 25.00% | |
Self-Storage at Mid Rivers, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 5,853,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 50.00% | |
Maximum Guaranteed Amount | $ 2,994,000 | |
Obligation Recorded to Reflect Guaranty | $ 30,000 | 30,000 |
Reduction of guarantor obligations once certain debt and operational metrics are met (as a percent) | 25.00% | |
Reduction of guarantor obligations once construction is complete (as a percent) | 25.00% | |
Parkdale Self Storage LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 6,065,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 6,500,000 | |
Obligation Recorded to Reflect Guaranty | $ 65,000 | $ 65,000 |
Atlanta Outlet Outparcels, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 4,632,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 4,632,000 | |
Louisville Outlet Shoppes, LLC | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Outstanding Balance | $ 9,122,000 | |
Percentage Guaranteed by the Operating Partnership (as a percent) | 100.00% | |
Maximum Guaranteed Amount | $ 9,122,000 | |
West Melbourne I LLC Phase I, West Melbourne I LLC Phase II and Port Orange I, LLC | ||
Guarantor Obligations [Line Items] | ||
Number of extension options available | extension_option | 2 | |
Option extension term of debt instrument | 1 year | |
York Town Center Lp | ||
Guarantor Obligations [Line Items] | ||
Company's Ownership Interest (as a percent) | 50.00% | |
Undiscounted maximum exposure | $ 22,000,000 | |
Annual reductions to guarantors obligations | 800,000 | |
Guaranteed minimum exposure amount | 10,000,000 | |
Guaranteed amount of the outstanding loan based on percentage | $ 11,600,000 | |
Guarantor obligations recoverable (as a percent) | 50.00% |
Contingencies - Performance Bon
Contingencies - Performance Bonds (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
Malpractice loss contingency, letters of credit and surety bonds | $ 851 | $ 13,660 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary (Details) $ / shares in Units, $ in Thousands | Feb. 10, 2020$ / sharesshares | Feb. 11, 2019$ / sharesshares | Feb. 12, 2018$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)installment$ / sharesshares | Sep. 30, 2019USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares authorized (shares) | 10,400,000 | 10,400,000 | |||||
Share-based compensation cost capitalized as part of real estate assets | $ | $ 4 | $ 13 | $ 16 | $ 54 | |||
Weighted-Average Grant Date Fair Value | |||||||
Performance period | 3 years | ||||||
Vesting rate based on achievement of TSR relative to the NAREIT retail index (as a percent) | 33.33% | ||||||
Share based Compensation Arrangement by Share based Payment Award Award Vesting Rights Absolute Total Stockholder Return Metrics Percentage | 66.66% | ||||||
Number of granted annually shares removed as per amendement | 200,000 | 200,000 | |||||
Unrecognized compensation cost related to nonvested stock awards | $ | $ 2,330 | $ 2,330 | |||||
Compensation cost to be recognized over a weighted-average period | 2 years 3 months 18 days | ||||||
Shares | |||||||
Performance period | 3 years | ||||||
Vested each year for the first two anniversaries after conclusion of performance period | |||||||
Weighted-Average Grant Date Fair Value | |||||||
Vesting rate | 20.00% | ||||||
Executive Officer | Maximum | |||||||
Weighted-Average Grant Date Fair Value | |||||||
Percentage released stock awards granted | 1.00% | ||||||
Restricted Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 375 | 571 | $ 1,880 | 2,830 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Nonvested, beginning of period (shares) | 971,846 | ||||||
Granted (shares) | 1,628,397 | ||||||
Vested (shares) | (1,052,161) | ||||||
Forfeited (shares) | (25,520) | ||||||
Nonvested, end of period (shares) | 1,522,562 | 1,522,562 | |||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, nonvested, beginning of period (USD per share) | $ / shares | $ 5.16 | ||||||
Weighted average grant-date fair value, granted (USD per share) | $ / shares | 0.86 | ||||||
Weighted average grant-date fair value, vested (USD per share) | $ / shares | 2.86 | ||||||
Weighted average grant-date fair value, forfeited (USD per share) | $ / shares | 4.61 | ||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 2.16 | $ 2.16 | |||||
Number of annual installment for awards to vest | installment | 4 | ||||||
Shares | |||||||
Nonvested, beginning of period (shares) | 971,846 | ||||||
Granted (shares) | 1,628,397 | ||||||
Forfeited (shares) | (25,520) | ||||||
Nonvested, end of period (shares) | 1,522,562 | 1,522,562 | |||||
Total fair value of shares vested | 1,052,161 | ||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 2.16 | $ 2.16 | |||||
Granted (shares) | 1,628,397 | ||||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Nonvested, beginning of period (shares) | 1,766,580 | ||||||
Granted (shares) | 3,408,083 | ||||||
Vested (shares) | 0 | ||||||
Forfeited (shares) | (3,408,083) | ||||||
Nonvested, end of period (shares) | 1,766,580 | 1,766,580 | |||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, nonvested, beginning of period (USD per share) | $ / shares | $ 2.96 | ||||||
Weighted average grant-date fair value, granted (USD per share) | $ / shares | 0.84 | ||||||
Weighted average grant-date fair value, forfeited (USD per share) | $ / shares | 0.84 | ||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 0.84 | $ 4.74 | $ 4.76 | $ 2.96 | $ 2.96 | ||
Performance period | 3 years | ||||||
Unrecognized compensation cost related to nonvested stock awards | $ | $ 907 | $ 907 | |||||
Shares | |||||||
Nonvested, beginning of period (shares) | 1,766,580 | ||||||
Granted (shares) | 3,408,083 | ||||||
Forfeited (shares) | (3,408,083) | ||||||
Nonvested, end of period (shares) | 1,766,580 | 1,766,580 | |||||
Shares granted in period classified as liabilities (shares) | 1,247,098 | ||||||
Total fair value of shares vested | 0 | ||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 0.84 | $ 4.74 | $ 4.76 | $ 2.96 | $ 2.96 | ||
Risk-free interest rate (as a percent) | 1.39% | 2.54% | 2.36% | ||||
Expected share price volatility (as a percent) | 57.98% | 60.99% | 42.02% | ||||
Performance period | 3 years | ||||||
Granted (shares) | 3,408,083 | ||||||
Performance Shares | Vested each year for the first two anniversaries after conclusion of performance period | |||||||
Weighted-Average Grant Date Fair Value | |||||||
Vesting rate | 20.00% | ||||||
Performance Shares | Vested at conclusion of performance period | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 2,410 | $ 409 | $ 2,828 | $ 1,278 | |||
Weighted-Average Grant Date Fair Value | |||||||
Vesting rate | 60.00% | ||||||
Shares | |||||||
Share-based compensation expense unrecognized compensation cost expensed | $ | $ 2,410 | $ 2,410 | |||||
Performance Shares | Remaining percentage after performance period | |||||||
Weighted-Average Grant Date Fair Value | |||||||
Compensation cost to be recognized over a weighted-average period | 3 years 3 months 18 days | ||||||
Vesting rate | 40.00% | ||||||
Performance Shares | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Granted (shares) | 2,131,245 | 357,800 | |||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 0.88 | $ 2.45 | |||||
Shares | |||||||
Granted (shares) | 2,131,245 | 357,800 | |||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 0.88 | $ 2.45 | |||||
Granted (shares) | 2,131,245 | 357,800 | |||||
Performance Shares | Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Granted (shares) | 1,065,463 | 178,875 | |||||
Weighted-Average Grant Date Fair Value | |||||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 0.75 | $ 2.29 | |||||
Shares | |||||||
Granted (shares) | 1,065,463 | 178,875 | |||||
Weighted average grant-date fair value, nonvested, ending of period (USD per share) | $ / shares | $ 0.75 | $ 2.29 | |||||
Granted (shares) | 1,065,463 | 178,875 |
Noncash Investing and Financi_3
Noncash Investing and Financing Activities - Summary (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Other Significant Noncash Transactions [Line Items] | ||
Additions to real estate assets accrued but not yet paid | $ 6,183 | $ 23,148 |
Accrued dividends and distributions payable | 2,420 | |
Increase (decrease) in lease liabilities arising from obtaining right-of-use assets | (120) | 3,975 |
Decrease in real estate assets | (11,834) | (60,059) |
Decrease in mortgage and other indebtedness | 25,956 | 124,111 |
Decrease in operating assets and liabilities | 1,371 | 9,333 |
Decrease in intangible lease and other assets | (86) | (1,663) |
Conversion of Operating Partnership common units into shares of common stock | $ 21,065 | |
Deconsolidation upon contribution/assignment of interest in joint venture | ||
Other Significant Noncash Transactions [Line Items] | ||
Decrease in real estate assets | (93,360) | |
Increase in investment in unconsolidated affiliates | 17,903 | |
Decrease in mortgage and other indebtedness | 73,283 | |
Decrease in operating assets and liabilities | 2,443 | |
Decrease in intangible lease and other assets | (908) | |
Decrease in noncontrolling interest and joint venture interest | $ 4,271 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ in Thousands | Oct. 15, 2020USD ($) | Oct. 31, 2020 | Sep. 30, 2020USD ($)extension_option | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Weighted average interest rate (as a percent) | 6.51% | 5.02% | ||
Shoppes at Eagle Point, LLC | ||||
Subsequent Event [Line Items] | ||||
Number of extension options available | extension_option | 1 | |||
Option extension term of debt instrument | 1 year | |||
Shoppes at Eagle Point, LLC | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Oct. 31, 2020 | |||
Number of extension options available | extension_option | 1 | |||
Option extension term of debt instrument | 1 year | |||
Oak Park Mall LLC | Secured Debt | Forbearance Agreement | ||||
Subsequent Event [Line Items] | ||||
Debt instrument payment period | Pursuant to the terms of the forbearance agreement, all interest payments from June 2020 through November 2020 were deferred. The loan will be interest only through November 1, 2022; however, beginning on September 1, 2021 and continuing through November 1, 2022, the deferred interest is to be made in equal monthly installments in addition to the scheduled interest payments. | |||
Ambassador Infrastructure, LLC | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Oct. 31, 2020 | |||
Subsequent Event | Shoppes at Eagle Point, LLC | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Oct. 31, 2021 | |||
Subsequent Event | Oak Park Mall LLC | Secured Debt | Forbearance Agreement | ||||
Subsequent Event [Line Items] | ||||
Frequency of interest payment | monthly payments of principal and interest | |||
Subsequent Event | Ambassador Infrastructure, LLC | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Jan. 31, 2021 | |||
Fixed Rate Interest | ||||
Subsequent Event [Line Items] | ||||
Weighted average interest rate (as a percent) | 5.31% | 5.35% | ||
Senior Unsecured Notes Due 2024 | ||||
Subsequent Event [Line Items] | ||||
Interest payment | $ | $ 6,900 | |||
Senior Unsecured Notes Due 2024 | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Interest payment | $ | $ 6,900 | |||
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | ||||
Subsequent Event [Line Items] | ||||
Weighted average interest rate (as a percent) | 4.60% | 4.60% | ||
Senior Unsecured Notes Due 2024 | Fixed Rate Interest | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Weighted average interest rate (as a percent) | 4.60% |