UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
or
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NO.
(Exact Name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
(Address of principal executive office, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Act:
Title of each Class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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No |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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☒ |
No |
☐ |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes |
No ☒ |
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes |
No ☐ |
As of August 7, 2024, 31,466,806 shares of common stock were outstanding, excluding 34 treasury shares.
CBL & Associates Properties, Inc.
Table of Contents
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PART I |
1 |
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Item 1. |
1 |
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Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 |
1 |
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2 |
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3 |
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4 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 |
5 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
6 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
35 |
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Item 4. |
35 |
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PART II |
36 |
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Item 1. |
36 |
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Item1A. |
36 |
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Item 2. |
36 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 5. |
36 |
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Item 6. |
37 |
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38 |
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PART I – FINANCIAL INFORMATION
ITEM 1: Condensed Consolidated Financial Statements (Unaudited)
CBL & Associates Properties, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
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June 30, |
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December 31, |
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ASSETS (1) |
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2024 |
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2023 |
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Real estate assets: |
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Land |
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$ |
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$ |
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Buildings and improvements |
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Accumulated depreciation |
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Developments in progress |
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Net investment in real estate assets |
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Cash and cash equivalents |
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Restricted cash |
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Available-for-sale securities - at fair value (amortized cost of $ |
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Receivables: |
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Tenant |
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Other |
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Investments in unconsolidated affiliates |
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In-place leases, net |
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Intangible lease assets and other assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Mortgage and other indebtedness, net |
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$ |
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$ |
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Accounts payable and accrued liabilities |
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Total liabilities (1) |
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Shareholders' equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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( |
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( |
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Total shareholders' equity |
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Noncontrolling interests |
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( |
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( |
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Total equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated statements.
1
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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REVENUES: |
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Rental revenues |
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$ |
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$ |
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$ |
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$ |
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Management, development and leasing fees |
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Other |
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Total revenues |
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EXPENSES: |
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Property operating |
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( |
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( |
) |
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( |
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( |
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Depreciation and amortization |
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( |
) |
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( |
) |
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( |
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( |
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Real estate taxes |
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( |
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( |
) |
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( |
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( |
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Maintenance and repairs |
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( |
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( |
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( |
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( |
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General and administrative |
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( |
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( |
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( |
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( |
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Loss on impairment |
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— |
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— |
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( |
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— |
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Litigation settlement |
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Other |
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( |
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— |
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( |
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( |
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Total expenses |
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( |
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( |
) |
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( |
) |
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( |
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OTHER INCOME (EXPENSES): |
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Interest and other income |
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Interest expense |
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( |
) |
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( |
) |
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( |
) |
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( |
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Gain on deconsolidation |
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— |
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— |
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— |
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(Loss) gain on sales of real estate assets |
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( |
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( |
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Income tax provision |
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( |
) |
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( |
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( |
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( |
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Equity in earnings (losses) of unconsolidated affiliates |
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( |
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Total other expenses |
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( |
) |
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( |
) |
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( |
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( |
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Net income (loss) |
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( |
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( |
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Net (income) loss attributable to noncontrolling interests in: |
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Operating Partnership |
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— |
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— |
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— |
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— |
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Other consolidated subsidiaries |
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Net income (loss) attributable to the Company |
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( |
) |
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( |
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Earnings allocable to unvested restricted stock |
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( |
) |
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( |
) |
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( |
) |
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( |
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Net income (loss) attributable to common shareholders |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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Basic and diluted per share data attributable to common shareholders: |
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Basic earnings per share |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Diluted earnings per share |
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( |
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( |
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Weighted-average basic shares |
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Weighted-average diluted shares |
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The accompanying notes are an integral part of these condensed consolidated statements.
2
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands, except share data)
(Unaudited)
|
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net income (loss) |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Other comprehensive income (loss): |
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Unrealized gain on interest rate swap |
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Unrealized (loss) gain on available-for-sale securities |
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( |
) |
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( |
) |
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( |
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Total other comprehensive (loss) income |
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( |
) |
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Comprehensive income (loss) |
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( |
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( |
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Comprehensive loss attributable to noncontrolling interests in: |
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Other consolidated subsidiaries |
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Comprehensive income (loss) attributable to the Company |
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( |
) |
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( |
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Earnings allocable to unvested restricted stock |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Comprehensive income (loss) attributable to common shareholders |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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||
The accompanying notes are an integral part of these condensed consolidated statements.
3
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Equity
(In thousands, except share data)
(Unaudited)
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Equity |
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Shareholders' Equity |
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Common |
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Additional |
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Accumulated |
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Accumulated Deficit |
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Total |
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Noncontrolling |
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Total |
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Balance, December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Dividends declared - common stock |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
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Issuance of |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of |
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— |
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( |
) |
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— |
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— |
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( |
) |
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— |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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— |
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Compensation expense related to performance stock units |
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— |
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— |
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— |
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— |
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Distributions to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance, March 31, 2023 |
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( |
) |
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( |
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( |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Dividends declared - common stock |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
) |
Distributions to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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— |
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Compensation expense related to performance stock units |
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— |
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— |
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— |
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— |
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Balance, June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Equity |
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Shareholders' Equity |
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Common |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Balance, December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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|||||
Net income (loss) |
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— |
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— |
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— |
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( |
) |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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|||
Dividends declared - common stock |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
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Issuance of |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of |
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— |
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( |
) |
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— |
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— |
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( |
) |
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— |
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( |
) |
Distributions to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Amortization of deferred compensation |
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— |
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— |
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— |
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— |
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Compensation expense related to performance stock units |
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— |
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— |
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— |
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— |
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Cancellation of |
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— |
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( |
) |
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— |
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— |
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( |
) |
|
|
— |
|
|
|
( |
) |
Repurchases of |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Contributions from noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared - common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Amortization of deferred compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Compensation expense related to performance stock units |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Repurchases of |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
The accompanying notes are an integral part of these condensed consolidated statements.
4
CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts |
|
|
|
|
|
|
||
Net amortization of intangible lease assets and liabilities |
|
|
|
|
|
|
||
Gain on sales of real estate assets |
|
|
( |
) |
|
|
( |
) |
Gain on insurance proceeds |
|
|
— |
|
|
|
( |
) |
Gain on deconsolidation |
|
|
— |
|
|
|
( |
) |
Write-off of development projects |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
||
Loss on impairment |
|
|
|
|
|
— |
|
|
Equity in (earnings) losses of unconsolidated affiliates |
|
|
( |
) |
|
|
|
|
Distributions of earnings from unconsolidated affiliates |
|
|
|
|
|
|
||
Change in estimate of uncollectable revenues |
|
|
|
|
|
|
||
Change in deferred tax accounts |
|
|
|
|
|
( |
) |
|
Changes in: |
|
|
|
|
|
|
||
Tenant and other receivables |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
( |
) |
|
|
( |
)< |