What changed in this filing

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Item 1. Financial Statements

2021-08-16 compared with 2021-05-17 · 320 added, 255 removed, 910 unchanged (39% of the section changed)

11 unchanged sentences

Available-for-sale securities - at fair value (amortized cost of $ 183,496 and $ 233,053 as of

March 31, 2021 and December 31, 2020, respectively)

June 30, 2021 and December 31, 2020, respectively)

Mortgage and other notes receivable

17 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Dividends in excess of cumulative earnings

1 unchanged sentence

Noncontrolling interests

As of March 31, 2021, includes $ 266,669 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 132,762 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company.

As of June 30, 2021, includes $ 263,404 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and $ 134,578 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company.

The accompanying notes are an integral part of these condensed consolidated statements.

4 unchanged sentences

Three Months Ended

Six Months Ended

Rental revenues

11 unchanged sentences

Interest and other income

Interest expense (unrecognized contractual interest expense was $ 44,764 for the three months ended March 31, 2021)

Interest expense (unrecognized contractual interest expense was $ 45,279 and $ 90,043 for the three and six months ended June 30, 2021, respectively)

Gain on deconsolidation

2 unchanged sentences

Income tax provision

Equity in earnings (losses) of unconsolidated affiliates

Total other income (expenses)

Equity in losses of unconsolidated affiliates

Total other expenses

Net loss attributable to noncontrolling interests in:

12 unchanged sentences

(In thousands, except share data)

Three Months Ended March 31,

Other comprehensive income:

Unrealized gain on available-for-sale securities

Three Months Ended

Six Months Ended

Other comprehensive loss:

Unrealized loss on available-for-sale securities

Comprehensive loss

11 unchanged sentences

Comprehensive

Income (Loss)

Shareholders'

11 unchanged sentences

Balance, March 31, 2020

Other comprehensive loss

Issuance of 5,891 shares of common stock and restricted common stock

Cancellation of 20,059 shares of restricted common stock

Performance stock units

Amortization of deferred compensation

Adjustment for noncontrolling interests

Distributions to noncontrolling interests

Contributions from noncontrolling interests

Balance, June 30, 2020

Shareholders' Equity

1 unchanged sentence

Comprehensive

Income (Loss)

Shareholders'

7 unchanged sentences

Balance, March 31, 2021

Other comprehensive loss

Cancellation of 14,326 shares of restricted common stock

Amortization of deferred compensation

Performance stock units

Adjustment for noncontrolling interests

Distributions to noncontrolling interests

Balance, June 30, 2021

The accompanying notes are an integral part of these condensed consolidated statements.

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

9 unchanged sentences

Loss on impairment

Equity in (earnings) losses of unconsolidated affiliates

Equity in losses of unconsolidated affiliates

Distributions of earnings from unconsolidated affiliates

7 unchanged sentences

Proceeds from sales of real estate assets

Purchase of available-for-sale securities

Redemption of available-for-sale securities

Purchases of available-for-sale securities

Redemptions of available-for-sale securities

Proceeds from insurance

3 unchanged sentences

Changes in other assets

Net cash used in investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

33 unchanged sentences

Available-for-sale securities - at fair value (amortized cost of $ 183,496 and $ 233,053 as of

March 31, 2021 and December 31, 2020, respectively)

June 30, 2021 and December 31, 2020, respectively)

Mortgage and other notes receivable

13 unchanged sentences

Limited partners

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Total partners' capital

1 unchanged sentence

Total capital

As of March 31, 2021, includes $ 266,669 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $ 132,762 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership .

As of June 30, 2021, includes $ 263,404 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and $ 134,578 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership .

The accompanying notes are an integral part of these condensed consolidated statements.

4 unchanged sentences

Three Months Ended

Six Months Ended

Rental revenues

11 unchanged sentences

Interest and other income

Interest expense (unrecognized contractual interest expense was $ 44,764 for the three months ended March 31, 2021)

Interest expense (unrecognized contractual interest expense was $ 45,279 and $ 90,043 for the three and six months ended June 30, 2021, respectively)

Gain on deconsolidation

2 unchanged sentences

Income tax provision

Equity in earnings (losses) of unconsolidated affiliates

Total other income (expenses)

Equity in losses of unconsolidated affiliates

Total other expenses

Net loss attributable to noncontrolling interests

10 unchanged sentences

(In thousands, except per unit data)

Three Months Ended March 31,

Other comprehensive income:

Unrealized gain on available-for-sale securities

Three Months Ended

Six Months Ended

Other comprehensive loss:

Unrealized loss on available-for-sale securities

Comprehensive loss

6 unchanged sentences

(In thousands)

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)

Noncontrolling

10 unchanged sentences

Balance, March 31, 2020

Accumulated Other Comprehensive Income

Other comprehensive loss

Issuances of common units

Cancellation of restricted common units

Performance stock units

Amortization of deferred compensation

Allocation of partners' capital

Contributions from noncontrolling interests

Distributions to noncontrolling interests

Balance, June 30, 2020

CBL & Associates Limited Partnership

(Debtors-In-Possession)

Condensed Consolidated Statements of Capital

(In thousands)

Accumulated Other Comprehensive Income (Loss)

Total Partner's

7 unchanged sentences

Balance, March 31, 2021

Other comprehensive loss

Cancellation of restricted common units

Allocation of partners' capital

Amortization of deferred compensation

Distributions to noncontrolling interests

Performance stock units

Balance, June 30, 2021

The accompanying notes are an integral part of these condensed consolidated statements.

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

9 unchanged sentences

Loss on impairment

Equity in (earnings) losses of unconsolidated affiliates

Equity in losses of unconsolidated affiliates

Distributions of earnings from unconsolidated affiliates

7 unchanged sentences

Proceeds from sales of real estate assets

Purchase of available-for-sale securities

Redemption of available-for-sale securities

Purchases of available-for-sale securities

Redemptions of available-for-sale securities

Proceeds from insurance

3 unchanged sentences

Changes in other assets

Net cash used in investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

36 unchanged sentences

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 March 31, 2021, the Operating Partnership owned interests in the following properties:

As of June 30, 2021, the Operating Partnership owned interests in the following properties:

All Other Properties

2 unchanged sentences

Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center).

Includes CBL's two corporate office buildings.

CBL's two corporate office buildings are included within the Office Buildings and Other category.

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.”

The Malls and All Other Properties ("Associated Centers, Community Centers, Office Buildings and Other") are collectively referred to as the “Properties” and individually as a “Property.”

CBL is the 100 % owner of two qualified REIT subsidiaries, CBL Holdings I, Inc.

and CBL Holdings II, Inc.

At March 31, 2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0 % general partner interest in the Operating Partnership and CBL Holdings II, Inc.

At June 30, 2021, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0 % general partner interest in the Operating Partnership and CBL Holdings II, Inc.

owned a 96.5 % limited partner interest for a combined interest held by CBL of 97.5 %.

Historically, the noncontrolling interest in the Operating Partnership has been held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties.

At March 31, 2021, CBL’s Predecessor no longer owned any limited partner interest and third parties owned a 2.5 % limited partner interest in the Operating Partnership.

CBL's Predecessor owned 20.0 million shares of CBL’s common stock at March 31, 2021, for a total effective interest of 10.0 % in the Operating Partnership.

At June 30, 2021, CBL’s Predecessor no longer owned any limited partner interest and third parties owned a 2.5 % limited partner interest in the Operating Partnership.

CBL's Predecessor owned 20.0 million shares of CBL’s common stock at June 30, 2021, for a total effective interest of 10.0 % in the Operating Partnership.

As used herein, the term "Company" includes CBL & Associates Properties, Inc.

7 unchanged sentences

See Note 2 for additional details regarding the bankruptcy.

As a result, the Company has segregated prepetition unsecured or under secured liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the Chapter 11 proceedings and have classified these items as

“Liabilities subject to compromise” on the Company’s condensed consolidated balance sheets.

In addition, the Company has classified all expenses that were incurred as a result of the Chapter 11 proceedings since filing as “Reorganization items” in the Company’s condensed consolidated statements of operations.

5 unchanged sentences

Even though vaccines have started to be administered, the COVID-19 pandemic could worsen at any time, which could cause new or more restrictive measures to be implemented to prevent the spread of the virus.

In fact, certain markets have implemented new restrictions as a result of break-through cases and the increased spread of variants of COVID-19, including the Delta variant.

Tenants and customers have gradually adapted to current conditions with services such as curbside pickup and increased consumer risk-tolerance, but there is no guarantee that retail will return to levels seen prior to the pandemic.

10 unchanged sentences

On November 2, 2020, the Company filed an adversary proceeding in the Bankruptcy Court seeking among other things, a temporary restraining order (the “Order”) and for a preliminary injunction to enjoin, pending a determination of the parties’ rights, the administrative agent or any of its officers, agents, servants, attorneys and successors from taking any action to exercise any and all remedies under the terms of the secured credit facility or other agreements as a result of the events of default asserted by the administrative agent, or any other right or remedy that would otherwise accompany the occurrence of an event of default, including without limitation, any rights of acceleration under the terms of the secured credit facility, rights flowing from the notice of acceleration, rights exercised pursuant to the Notice of Exercise or any other rights or remedies properly exercisable solely upon an actual or determined event of default.

On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other

pending claims during the adversarial proceeding, which has now been stayed pending the confirmation of the Company’s plan, discussed below.

On November 2, 2020, the Bankruptcy Court granted the Order, and the Bankruptcy Court took up the other pending claims during the adversarial proceeding, which has now been stayed pending the confirmation of the Company’s plan, discussed below.

Following the Commencement Date, the Bankruptcy Court entered certain interim and final orders facilitating the Debtors’ operational transition into Chapter 11.

2 unchanged sentences

The Amended RSA amends and restates the Original RSA and sets forth, subject to certain conditions, the commitments to and obligations of, on the one hand, the Company, and on the other hand, the Consenting Noteholders and Consenting Bank Lenders, in connection with the restructuring transactions (the “Restructuring Transactions”) set forth in the Amended RSA and the plan term sheet attached as Exhibit B to the Amended RSA (the “Plan Term Sheet”).

The Amended RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases (the “Amended Plan”).

The Amended RSA requires that the Company file the Amended Plan and related disclosure statement no later than 25 days following the Agreement Effective Date and under the Amended RSA the Company must seek to have the Amended Plan confirmed and declared effective no later than November 1, 2021.

On April 15, 2021, the Company filed an amended Chapter 11 plan of reorganization (the “Proposed Plan”) and accompanying disclosure statement (the “Proposed Disclosure Statement”) with the Bankruptcy Court to implement the restructuring transactions.

Before the Bankruptcy Court will confirm the Proposed Plan, the Bankruptcy Code requires that at least one “impaired” class of claims vote to accept the Proposed Plan.

A class of claims votes to “accept” the Proposed Plan if voting creditors that hold a majority in number and two-thirds in amount of claims in that class approve the Proposed Plan.

The Amended RSA requires the Consenting Stakeholders vote in favor of and support the Proposed Plan.

As of the date hereof, the Consenting Bank Lenders and Consenting Noteholders each represent the requisite amount of claims necessary to accept the Proposed Plan in each of their respective classes.

For the foregoing reasons, among others, the Debtors believe that they will be able to confirm the Proposed Plan in the Chapter 11 Cases.

The Amended RSA provides that the ongoing litigation between the Company and the lenders of the Company’s secured credit facility (the “Bank Lenders”) arising from the prepetition enforcement actions taken by the Bank Lenders is stayed and is to be dismissed upon the Bankruptcy Court’s confirmation of the Proposed Plan.

Under the Amended RSA, the Proposed Plan provides for the elimination of more than $ 1,681,900 of debt and preferred obligations as well as a significant reduction in interest expense.

In exchange for their approximately $ 1,375,000 in principal amount of senior unsecured notes and $ 133,000 in principal amount of the secured credit facility, Consenting Noteholders and other noteholders will receive, in the aggregate, $ 95,000 in cash, $ 555,000 of new senior secured notes, of which up to $ 100,000 , upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89 % in common equity of the newly reorganized Company.

Certain Consenting Noteholders will also provide up to $ 50,000 of new money in exchange for additional convertible secured notes.

The transactions outlined in the Amended RSA will be implemented in the Chapter 11 Cases and pursuant to the Proposed Plan.

The Amended RSA provides that the remaining Bank Lenders, holding $ 983,700 in principal amount under the secured credit facility, will receive $ 100,000 in cash and a new $ 883,700 secured term loan.

Existing common and preferred stakeholders are expected to receive up to 11 % of common equity in the newly reorganized company.

On April 29, 2021, the Company received court approval to perform under the Amended RSA.

The Amended RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint plan of reorganization in the Chapter 11 Cases.

As required by the Amended RSA, (i) on April 15, 2021, the Company filed an amended Chapter 11 plan of reorganization and accompanying disclosure statement with the Bankruptcy Court;

(ii) on May 18, 2021, the Company filed the second amended Chapter 11 plan of reorganization and accompanying disclosure statement, as further amended on May 19, 2021;

and (iii) on May 25, 2021, the Company filed the third amended Chapter 11 plan of reorganization and, on August 9, 2021, filed technical modifications thereto (the “Plan”) and accompanying disclosure statement (the “Disclosure Statement”), to implement the restructuring transactions.

In addition, on May 26, 2021, the Bankruptcy Court entered an order that among other things, approved the Company’s Disclosure Statement and established dates and deadlines related to solicitation of, voting on, and confirmation of the Plan.

The Amended RSA provides that the ongoing litigation between the Company and the lenders of the Company’s secured credit facility (the “Bank Lenders”) arising from the prepetition enforcement actions taken by the Bank Lenders is stayed and is to be dismissed upon the order confirming the Plan becoming a “Final Order” (as defined in the Plan).

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an order confirming the Plan.

Pursuant to the Amended RSA, the Company is required to have the Plan become effective no later than November 1, 2021.

The Company cannot predict the ultimate outcome of its Chapter 11 Cases at this time.

1 unchanged sentence

As a result of these risks and uncertainties, the amount and composition of the Company’s assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of the Company’s operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process.

Once effective, the Plan provides for the elimination of more than $ 1,681,900 of debt and preferred obligations, including an aggregate cash payment of $ 195,000 as noted below, as well as a significant reduction in interest expense.

In exchange for their approximately $ 1,375,000 in principal amount of senior unsecured notes and $ 133,000 in principal amount of the secured credit facility, Consenting Noteholders, other noteholders, and certain holders of unsecured claims against the Company will receive, in the aggregate, $ 95,000 in cash, $ 555,000 of new senior secured notes, of which up to $ 100,000 , upon election by the Consenting Noteholders, may be received in the form of new convertible secured notes and 89 % in common equity of the newly reorganized company (subject to dilution, as set forth in the Plan).

Certain Consenting Noteholders will also provide up to $ 50,000 of new money in exchange for additional convertible secured notes.

The transactions outlined in the Plan will be implemented in the Chapter 11 Cases.

The Plan provides that the remaining Bank

Lenders, holding $ 983,700 in principal amount under the secured credit facility, will receive $ 100,000 in cash and a new $ 883,700 secured term loan.

Existing common and preferred s h a r eholders are expected to receive up to 11 % of common equity in the newly reorganized company .

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.

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.

8 unchanged sentences

Given the acceleration of the 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 the Company’s ability to satisfy its financial obligations that may arise , the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued.

The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Proposed Plan, set forth in the Amended RSA, which is pending confirmation by the Bankruptcy Court.

The Company’s ability to continue as a going concern is contingent upon its ability to successfully implement the Plan.

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

7 unchanged sentences

Any expenses, gains and losses that are realized or incurred as of or subsequent to November 1, 2020, the Commencement Date, and as a direct result of the Chapter 11 Cases, are recorded in the line item “Reorganization items” in the Company’s condensed consolidated statements of operations.

For the three months ended March 31, 2021, the $ 22,933 of reorganization items consists of $ 22,230 in professional fees and $ 703 of U.S.

For the three months ended June 30, 2021, the $ 17,073 of reorganization items consists of $ 15,480 in professional fees, $ 1,072 in compensation associated with reorganization efforts and $ 521 of U.S.

Trustee fees.

For the six months ended June 30, 2021, the $ 40,006 of reorganization items consists of $ 37,709 in professional fees, $ 1,072 in compensation associated with reorganization efforts and $ 1,225 of U.S.

Trustee fees.

Liabilities Subject to Compromise

As of March 31, 2021 and December 31, 2020, the Company has reclassified $ 2,551,354 and $ 2,551,490 , respectively, to the line item “Liabilities subject to compromise” in the Company’s condensed consolidated balance sheets.

As of June 30, 2021 and December 31, 2020, the Company has reclassified $ 2,591,706 and $ 2,551,490 , respectively, to the line item “Liabilities subject to compromise” in the Company’s condensed consolidated balance sheets.

These liabilities are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less.

As of March 31, 2021, the liabilities subject to compromise consisted of $ 1,375,000 related to the senior unsecured notes, $ 675,926 related to the secured line of credit, $ 438,750 related to the secured term loan, $ 57,644 in unpaid accrued interest as of the Commencement Date and $ 4,034 of prepetition unsecured or under secured liabilities.

of December 31, 2020 , the liabilities subject to compromise consisted of $ 1,375,000 related to the senior unsecured notes, $ 675,926 related to the secured line of credit, $ 438,750 related to the secured term loan, $ 57,644 in unpaid accrued interest as of the Commencement Date and $ 4,170 of prepetition unsecured or under secured liabilities .

The contractual interest expense on the senior unsecured notes and secured credit facility is in excess of recorded interest expense by $ 44,764 for the three months ended March 31, 2021.

This excess contractual interest expense is not included as interest expense in the condensed consolidated statements of operations for the three months ended March 31, 2021 because the Company discontinued accruing interest on the senior unsecured notes and the secured credit facility subsequent to the Commencement Date in accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims.

The Company has not made any interest payments on its senior unsecured notes or its secured credit facility since the Chapter 11 Cases commenced on November 1, 2020.

As of June 30, 2021, the liabilities subject to compromise consisted of $ 1,375,000 related to the senior unsecured notes, $ 675,926 related to the secured line of credit, $ 438,750 related to the secured term loan, $ 57,644 in unpaid accrued interest as of the Commencement Date, $ 39,462 related to the loan secured by The Outlet Shoppes at Laredo, $ 726 of unpaid accrued interest related to the loan secured by The Outlet Shoppes at Laredo as of May 26, 2021 and $ 4,198 of prepetition unsecured or under secured liabilities.

As of December 31, 2020, the liabilities subject to compromise consisted of $ 1,375,000 related to the senior unsecured notes, $ 675,926 related to the secured line of credit, $ 438,750 related to the secured term loan, $ 57,644 in unpaid accrued interest as of the Commencement Date and $ 4,170 of prepetition unsecured or under secured liabilities.

The contractual interest expense on the loan secured by The Outlet Shoppes at Laredo, the senior unsecured notes and secured credit facility is in excess of recorded interest expense by $ 45,279 and $ 90,043 for the three and six months ended June 30, 2021, respectively.

This excess contractual interest expense is not included as interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 because the Company discontinued accruing interest on the loan secured by The Outlet Shoppes at Laredo as of May 26, 2021, and the senior unsecured notes and the secured credit facility subsequent to the Commencement Date in accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims.

The Company has not made any interest payments on its senior unsecured notes or its secured credit facility since the Chapter 11 Cases commenced on November 1, 2020 and did not make any interest payments on the loan secured by The Outlet Shoppes at Laredo subsequent to its petition date on May 26, 2021.

Condensed combined financial statement information of the Debtors is as follows:

Condensed Combined Financial Statements – Debtors (Debtors-In-Possession)

Condensed Combined Balance Sheet

March 31, 2021

Condensed Combined Balance Sheets

June 30, 2021

December 31, 2020

3 unchanged sentences

Net investment in real estate assets

Available-for-sale securities - at fair value (amortized cost of $232,774 and $233,053 as of March 31, 2021 and December 31, 2020, respectively)

Available-for-sale securities - at fair value (amortized cost of $183,496 and $233,053 as of

June 30, 2021 and December 31, 2020, respectively)

Cash and cash equivalents

1 unchanged sentence

Intercompany due from non-debtor entities

Intangible lease assets and other assets

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY:

3 unchanged sentences

Liabilities subject to compromise

Redeemable noncontrolling interests

Shareholders' equity

Noncontrolling interests

Total liabilities and owners’ equity

Condensed Combined Statement of Operations

Three Months Ended March 31, 2021

Shareholders' equity and noncontrolling interests of the Debtors

Total liabilities and equity

Condensed Combined Statements of Operations

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

Total revenues

2 unchanged sentences

Interest and other income

Interest expense (unrecognized contractual interest expense was $44,764 for the three months ended March 31, 2021)

Interest expense (unrecognized contractual interest expense was $45,279 and $90,043 for the three and six months ended June 30, 2021, respectively)

Reorganization items

Loss on sales of real estate assets

Gain (loss) on sales of real estate assets

Income tax provision

Condensed Combined Statement of Cash Flows

Condensed Combined Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:

Three Months Ended March 31, 2021

Six Months Ended June 30, 2021

Adjustments to reconcile net loss to net cash provided by operating activities:

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of available-for-sale securities

Redemption of available-for-sale securities

Purchases of available-for-sale securities

Redemptions of available-for-sale securities

Changes in other assets

Net cash used in investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

19 unchanged sentences

This ASU is effective as of March 12, 2020 through December 31, 2022.

The Company has not adopted any of the optional expedients or exceptions as of March 31, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period to determine the impact on its condensed consolidated financial statements.

The Company has not adopted any of the optional expedients or exceptions as of June 30, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period to determine the impact on its condensed consolidated financial statements.

Accounts Receivable

8 unchanged sentences

Considering the potential impact of these uncertainties, management’s collection assessment also took into consideration the type of retailer, billing disputes, lease negotiation status and executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation.

For the periods ended March 31, 2021 and 2020, revenues were reduced by $ 6,486 and $ 3,780 , respectively, associated with uncollectable revenues, which includes the write-off of $ 1,679 and $ 1,469 for straight line rent receivables for the periods ended March 31, 2021 and 2020, respectively.

For the three months ended June 30, 2021 and 2020, revenues were reduced by $ 6,704 and $ 36,912 , respectively, associated with uncollectable revenues, which includes the write-off of $ 2,623 and $ 1,088 , respectively, for straight line rent receivables.

For the six months ended June 30, 2021 and 2020, revenues were reduced by $ 15,525 and $ 40,692 , respectively, associated with uncollectable revenues, which includes the write-off of $ 4,302 and $ 2,557 , respectively, for straight line rent receivables.

Carrying Value of Long-Lived Assets and Investment in Unconsolidated Affiliates

2 unchanged sentences

The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of the Company’s properties for a period of time during 2020, as well as the cessation of the operations of certain of its tenants, which has resulted and will likely continue to result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties.

In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of worsening market and economic conditions resulting from the COVID-19 pandemic.

As of March 31, 2021, the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment.

In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of market and economic conditions resulting from the COVID-19 pandemic.

As of June 30, 2021, the Company’s evaluation of impairment of real estate assets considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment.

The worsening of estimated future cash flows due to a change in the Company’s plans, policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results.

For the three months ended March 31, 2021, the Company recorded impairment charges of $ 57,182 related to three of its malls.

As of March 31, 2021, six other properties had

impairment indicators;

however, no additional impairment charges were recorded .

For the period ended March 31, 2020, the Company recorded $ 133,644 of impairment charges for two of its malls and six other properties had impairment indicators as of March 31, 2020 .

No additional impairment charges were recorded.

As of March 31, 2021, the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs.

For the three months ended June 30, 2021, the Company did no t record any impairment charges.

For the six months ended June 30, 2021, the Company recorded impairment charges of $ 57,182 related to three malls.

For the three months ended June 30, 2020, the Company recorded an impairment charge of $ 13,274 related to one mall.

For the six months ended June 30, 2020, the Company recorded impairment charges of $ 146,918 related to three malls.

As of June 30 , 2021 , the Company’s estimates of fair value for each investment are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs.

Future declines in the fair value of the Company’s investments in unconsolidated affiliates, including those resulting from the adverse impact of the COVID-19 pandemic on the real estate assets owned by the unconsolidated affiliates, could result in the recognition of substantial impairment charges on its investments in unconsolidated affiliates to the extent such declines are determined to be other-than-temporary.

No impairments of investments in unconsolidated affiliates were recorded in the three-month periods ended March 31, 2021 and 2020.

No impairments of investments in unconsolidated affiliates were recorded in the three and six - month period s ended June 30 , 2021 and 20 20 .

Note 4 – Revenues

The following table presents the Company's revenues disaggregated by revenue source:

Three Months Ended March 31, 2021

Three Months Ended March 31, 2020

Three Months Ended June 30,

Six Months Ended June 30,

Rental revenues

5 unchanged sentences

Total revenues (4)

Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases , whereas all leases existing prior to that date are accounted for in accordance with ASC 840.

Includes $ 2,069 in the Malls segment and $ 87 in the All Other segment for the three months ended March 31, 2021, and includes $ 2,321 in the Malls segment and $ 68 in the All Other segment for the three months ended March 31, 2020.

Includes $ 1,582 in the Malls segment and $ 92 in the All Other segment for the three months ended June 30, 2021, and includes $ 2,024 in the Malls segment and $ 79 in the All Other segment for the three months ended June 30, 2020.

Includes $ 3,651 in the Malls segment and $ 179 in the All Other segment for the six months ended June 30, 2021, and includes $ 4,345 in the Malls segment and $ 147 in the All Other segment for the six months ended June 30, 2020.

Included in All Other segment.

5 unchanged sentences

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 March 31, 2021, the Company expects to recognize these amounts as revenue over the following periods:

As of June 30, 2021, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation

4 unchanged sentences

The components of rental revenues are as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Fixed lease payments

1 unchanged sentence

Total rental revenues

The undiscounted future fixed lease payments to be received under the Company's operating leases as of March 31, 2021, are as follows:

The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2021, are as follows:

Years Ending December 31,

1 unchanged sentence

Total undiscounted lease payments

Reflects rental payments for the fiscal period April 1, 2021 to December 31, 2021.

Reflects rental payments for the fiscal period July 1, 2021 to December 31, 2021.

Note 6 – Fair Value Measurements

11 unchanged sentences

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 $ 988,773 and $ 1,091,745 at March 31, 2021 and December 31, 2020, respectively.

The estimated fair value of liabilities subject to compromise was $ 1,862,147 and $ 1,606,959 at March 31, 2021 and December 31, 2020, respectively.

The estimated fair value of mortgage and other indebtedness was $ 941,440 and $ 1,091,745 at June 30, 2021 and December 31, 2020, respectively.

The estimated fair value of liabilities subject to compromise was $ 1,890,020 and $ 1,606,959 at June 30, 2021 and December 31, 2020, respectively.

The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

During January 2021, the Company purchased $ 21,999 in U.S.

Treasury securities that matured in February 2021 .

During February 2021, the Company purchased $ 31,999 in U.S.

Treasury securities that matured in March 2021 .

During March 2021, the Company purchased $ 82,393 in U.S.

Treasury securities that are scheduled to mature in June 2021 .

During the three and six months ended June 30, 2021, the Company has continued to reinvest in U.S.

Treasury securities using the cash that was drawn on the secured line of credit to preserve liquidity at the beginning of the COVID-19 pandemic.

The Company designated the U.S.

Treasury securities purchased in these transactions as available-for-sale (“AFS”).

The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the three months ended March 31, 2021 :

Total unrealized gain

Fair Value as of March 31, 2021

Treasury securities purchased as available-for-sale (“AFS”).

The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the six months ended June 30, 2021 :

Total unrealized loss

Fair value as of June 30, 2021

Treasury securities

Treasury securities have maturities ranging from July 2021 through September 2021 .

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 months ended March 31, 2021 .

Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the six months ended June 30, 2021.

Subsequent to June 30, 2021, the Company reinvested proceeds from matured U.S.

Treasury securities into additional U.S.

Treasury securities.

See Note 15 for more information.

During March 2020, the Company purchased U.S.

Treasury securities that are scheduled to mature between April 2021 and June 2021.

The Company has designated these securities as AFS.

Treasury securities that were scheduled to mature between April 2021 and June 2021.

The Company designated these securities as AFS.

The fair value of these securities was calculated based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy.

4 unchanged sentences

Treasury securities.

The Company has also designated these as AFS.

The Company also designated these as AFS.

The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the year ended December 31, 2020:

18 unchanged sentences

Long-lived Assets Measured at Fair Value in 2021

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 three months ended March 31, 2021:

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 six months ended June 30, 2021:

Fair Value Measurements at Reporting Date Using

7 unchanged sentences

Long-lived assets

During the three months ended March 31, 2021, the Company recognized impairments of real estate of $ 57,182 related to three malls.

During the six months ended June 30, 2021, the Company recognized impairments of real estate of $ 57,182 related to three malls.

Classification

16 unchanged sentences

The discounted cash flow used assumptions including a holding period of nine years , with a sale at the end of the holding period, a capitalization rate of 11.75 % and a discount rate of 12.5 %.

During the three months ended March 31, 2021, the Company adjusted the combined negative equity in Asheville Mall and Park Plaza to zero upon deconsolidation, which represents the estimated fair values of the Company’s investments in these properties.

During the six months ended June 30, 2021, the Company adjusted the combined negative equity in Asheville Mall and Park Plaza to zero upon deconsolidation, which represents the estimated fair values of the Company’s investments in these properties.

See Note 8 for additional information.

Long-lived Assets Measured at Fair Value in 2020

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the three months ended March 31, 2020:

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the six months ended June 30, 2020:

Fair Value Measurements at Reporting Date Using

7 unchanged sentences

Long-lived assets

During the three months ended March 31, 2020, the Company recognized impairments of real estate of $ 133,644 related to two malls:

During the six months ended June 30, 2020, the Company recognized impairments of real estate of $ 146,918 related to three malls:

Classification

3 unchanged sentences

Pittsburgh, PA

Asheville Mall (3)

Asheville, NC

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 .

7 unchanged sentences

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 %.

In accordance with the Company’s quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $ 52,600 .

The mall had experienced a decline in cash flows due to store closures and rent reductions.

These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced.

Management determined the fair value of Asheville Mall using a discounted cash flow methodology.

The discounted cash flow used assumptions including a holding period of ten years , with a sale at the end of the holding period, a capitalization rate of 13.25 % and a discount rate of 14.0 %.

Note 7 – 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 .

Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation.

1 unchanged sentence

2020 Dispositions

The Company realized a loss of $ 299 related to the sale of an outparcel during the three months ended March 31, 2021.

2020 Dispositions

The Company realized a gain of $ 140 related to the sale of an outparcel during the three months ended March 31, 2020.

The Company realized a gain of $ 2,623 related to the sale of two outparcels during the three months ended June 30, 2020;

and, realized a gain of $ 2,763 related to the sale of three outparcels during the six months ended June 30, 2020.

Note 8 – Unconsolidated Affiliates and Noncontrolling Interests

9 unchanged sentences

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

At March 31, 2021, the Company had investments in 29 entities, which are accounted for using the equity method of accounting.

At June 30, 2021, the Company had investments in 31 entities, which are accounted for using the equity method of accounting.

The Company's ownership interest in these unconsolidated affiliates ranges from 20 % to 100 %.

1 unchanged sentence

2021 Activity - Unconsolidated Affiliates

Ambassador Infrastructure, LLC

The Company reached an agreement with the lender to modify the loan secured by Ambassador Infrastructure.

The agreement provides an additional four-year term with a fixed interest rate of 3.0 %.

The extended loan, maturing in March 2025 , had an outstanding balance of $ 8,250 at June 30, 2021, as $ 1,110 was paid down in conjunction with the modification.

Additionally, the agreement provides a waiver related to the default triggered as a result of the Chapter 11 Cases.

Asheville Mall CBMS, LLC and Park Plaza Mall CBMS, LLC

During the three months ended March 31, 2021, the Company deconsolidated Asheville Mall and Park Plaza as a result of the Company losing control of these properties when each was placed in receivership as part of the foreclosure process.

During the six months ended June 30, 2021, the Company deconsolidated Asheville Mall and Park Plaza as a result of the Company losing control of these properties when each was placed in receivership as part of the foreclosure process.

The Company evaluated the loss of control of each property and determined that it was no longer the primary beneficiary of the respective wholly owned subsidiaries that own these properties.

As a result, the Company adjusted the combined negative equity in the two entities to zero , which represents the estimated fair value of the Company’s investments in these properties, and recognized a gain on deconsolidation of $ 55,131 .

West Melbourne I, LLC

In March 2021, the Company reached agreements with the lender to modify the loans secured by Hammock Landing Phases I & II.

Each agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026 .

Additionally, the agreements provide forbearance related to the default triggered as a result of the Chapter 11 Cases.

These loans had a combined outstanding loan balance of $ 54,260 at March 31, 2021.

Continental 425 Fund LLC

Subsequent to June 30, 2021, Continental 425 Fund LLC reached an agreement with the lender to amend to the construction loan secured by Springs at Port Orange.

See Note 15 for more information.

Port Orange I, LLC

2 unchanged sentences

Additionally, the agreement provides forbearance related to the default triggered as a result of the Chapter 11 Cases.

This loan had an outstanding balance of $ 52,898 at March 31, 2021.

Ambassador Infrastructure, LLC

The Company reached an agreement with the lender to modify the loan secured by Ambassador Infrastructure.

The agreement provides an additional four-year term with a fixed interest rate of 3.0 %.

The extended loan, maturing in March 2025 , had an outstanding balance of $ 8,250 at March 31, 2021, as $ 1,110 was paid down in conjunction with the modification.

Additionally, the agreement provides a waiver related to the default triggered as a result of the Chapter 11 Cases.

This loan had an outstanding balance of $ 52,448 at June 30, 2021.

West Melbourne I, LLC

In March 2021, the Company reached agreements with the lender to modify the loans secured by Hammock Landing Phases I & II.

Each agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026 .

Additionally, the agreements provide forbearance related to the default triggered as a result of the Chapter 11 Cases.

These loans had a combined outstanding loan balance of $ 53,810 at June 30, 2021.

Impact of Chapter 11 Proceedings

As described in Note 2 , the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts.

The loans have an aggregate outstanding balance of $ 689,695 at March 31, 2021.

The loans have an aggregate outstanding balance of $ 685,875 at June 30, 2021.

Condensed Combined Financial Statements - Unconsolidated Affiliates

Condensed combined financial statement information of the unconsolidated affiliates is as follows:

December 31, 2020

Investment in real estate assets

9 unchanged sentences

Total liabilities and owners’ equity

Three Months Ended March 31,

Three Months Ended June 30,

Total revenues

Net income (loss) (1)

The Company's pro rata share of net income (loss) is $( 3,076 ) and $ 1,018 for the three months ended March 31, 2021 and 2020, respectively.

Six Months Ended June 30,

Total revenues

The Company's pro rata share of net loss is $( 4,275 ) and $( 6,079 ) for the three months ended June 30, 2021 and 2020, respectively;

and, $( 7,351 ) and $( 5,061 ) for the six months ended June 30, 2021 and 2020, respectively.

Variable Interest Entities

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis , and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

The Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary.

8 unchanged sentences

Consolidated VIEs

As of March 31, 2021, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50 % to 92 %.

As of June 30, 2021, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50 % to 92 %.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of March 31, 2021:

The table below lists the Company's unconsolidated VIEs as of June 30, 2021:

Unconsolidated VIEs:

25 unchanged sentences

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 March 31, 2021 .

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 June 30, 2021.

Debt of the Operating Partnership

M ortgage and other indebtedness, net, consisted of the following:

March 31, 2021

June 30, 2021

December 31, 2020

9 unchanged sentences

Mortgage and other indebtedness included in liabilities subject to compromise consisted of the following:

March 31, 2021

June 30, 2021

December 31, 2020

7 unchanged sentences

Secured term loan (4)

Recourse loan on operating Property (5)

Total variable-rate debt

6 unchanged sentences

In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the senior unsecured notes subsequent to the filing of the Chapter 11 Cases.

The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.

The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.

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 March 31, 2021 and December 31, 2020 was 9.50 % .

The post-default interest rate at June 30, 2021 and December 31, 2020 was 9.50 % .

In accordance with ASC 852, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility subsequent to the filing of the Chapter 11 Cases.

The outstanding amount of the secured credit facility is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.

Represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases.

Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $ 2,085,230 at March 31, 2021.

The outstanding amount of the secured credit facility is included in liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.

On May 26, 2021, the subsidiary that owns The Outlet Shoppes at Laredo filed for bankruptcy.

As of June 30, 2021, represents interest accrued on the loan secured by The Outlet Shoppes at Laredo prior to May 26, 2021, and the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases.

As of December 31, 2020, represents interest accrued on the secured credit facility and senior unsecured notes prior to the filing of the Chapter 11 Cases.

Senior Unsecured Notes (1)

7 unchanged sentences

Senior Secured Credit Facility

The Company has a $ 1,185,000 senior secured credit facility, which includes a revolving line of credit drawn to its maximum borrowing capacity of $ 675,926 and a term loan with an outstanding balance of $ 438,750 at March 31, 2021.

As further described in Note 2 and in Financial Covenants and Restrictions below, the filing of the Chapter 11 Cases constituted an event of default that resulted in certain monetary obligations becoming immediately due and payable with respect to the secured credit facility .

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.

At March 31, 2021, the secured line of credit had an outstanding balance of $ 675,926 .

As a result of the events of default described under Financial Covenants and Restrictions below, the Operating Partnership cannot borrow any additional amounts under the secured line of credit.

2 unchanged sentences

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 2 for information on the event of default resulting from the filing of the Chapter 11 Cases.

1 unchanged sentence

The agreements for the Notes and senior secured credit facility contain default provisions customary for transactions of this nature (with applicable customary grace periods).

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.

Any default in the payment of any recourse indebtedness of the Operating Partnership greater than or equal to $ 50,000 will constitute an event of default under the Notes and the senior secured credit facility.

Additionally, the 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.

1 unchanged sentence

The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in acceleration of the outstanding principal and other sums due .

Certain of the Company’s properties that are pledged as collateral on non-recourse mortgage loans and the secured credit facility are subject to cash management agreements with the lenders, which restrict the cash balances associated with those properties to only be used for debt service and operating expense obligations.

Loans in Default

As of March 31, 2021, two non-recourse loans that are each secured by one of the Company’s malls were in default.

As of June 30, 2021, two non-recourse loans that are each secured by one of the Company’s malls were in default.

The default of the two non-recourse loans occurred prior to the filing of the Chapter 11 Cases.

As of March 2021, the lenders under each of these loans accelerated the outstanding amount due and payable on the loans.

As of June 2021, the lenders under each of these loans accelerated the outstanding amounts due and payable on the loans.

The foreclosure process has not yet commenced for EastGate Mall.

1 unchanged sentence

Management has previously impaired the mall that secures each loan due to a shortened expected hold period resulting from management’s assessment that there is an increased likelihood that the loan secured by each mall may not be successfully restructured or refinanced.

The non-recourse loans that are in default at March 31, 2021 are as follows:

The non-recourse loans that are in default at June 30, 2021 are as follows:

Interest Rate

5 unchanged sentences

As described in Note 2 , the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in the automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts.

The loans have an aggregate outstanding balance of $ 825,856 at March 31, 2021.

The loans have an aggregate outstanding balance of $ 817,757 at June 30, 2021.

On May 26, 2021, the subsidiary that owns The Outlet Shoppes at Laredo filed for bankruptcy.

Subsequent to June 30, 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall.

See Note 15 for more information.

In conjunction with the deconsolidation of Asheville Mall and Park Plaza, the Company deconsolidated the loan securing each property, which represented $ 138,926 of previously consolidated debt.

1 unchanged sentence

Scheduled Principal Payments

As of March 31, 2021, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including the secured line of credit, are as follows:

Principal balance of loans with maturity date prior to March 31, 2021 (3)

As of June 30, 2021, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including the secured line of credit, are as follows:

Principal balance of loans with maturity date prior to June 30, 2021 (3)

Total mortgage and other indebtedness, net

Reflects scheduled principal amortization and balloon payments for the fiscal period April 1, 2021 through December 31, 2021.

Includes $ 2,489,676 of liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, and as the expected maturity date is subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates are reflected in this table.

Represents the aggregate principal balance as of March 31, 2021 of the loans secured by Greenbrier Mall and Parkdale Mall & Crossing, which are both in default.

The Company is in discussions with the lender regarding the loan secured by Parkdale Mall & Crossing.

The loan secured by Greenbrier Mall matured in December 2019 and had a balance of $ 61,647 as of March 31, 2021.

The loan secured by Parkdale Mall & Crossing matured in March 2021 and had a balance of $ 73,313 as of March 31, 2021.

Of the $ 330,456 of scheduled principal payments for the remainder of 2021, $ 289,657 relates to the maturing principal balances of six operating Property loans.

The loan secured by Hamilton Crossing matured in April 2021 and is currently in default.

Reflects scheduled principal amortization and balloon payments for the fiscal period July 1, 2021 through December 31, 2021.

Includes $ 2,529,138 of liabilities subject to compromise in the accompanying condensed consolidated balance sheets as of June 30, 2021, and as the expected maturity date is subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates are reflected in this table.

Represents the aggregate principal balance as of June 30, 2021 of the loans secured by EastGate Mall, Fayette Mall, Hamilton Crossing, Greenbrier Mall, Parkdale Mall & Crossing and The Outlet Shoppes at Laredo, which are in default.

The Company is in discussions with the lender regarding the loans secured by these properties.

The loan secured by Greenbrier Mall matured in December 2019 and had a balance of $ 61,647 as of June 30, 2021.

The loan secured by Parkdale Mall & Crossing matured in March 2021 and had a balance of $ 71,278 as of June 30, 2021.

The loan secured by EastGate Mall matured in April 2021 and had a balance of $ 30,281 as of June 30, 2021.

The loan secured by Hamilton Crossing matured in April 2021 and had a balance of $ 8,039 as of June 30, 2021.

The loan secured by Fayette Mall matured in May 2021 and had a balance of $ 138,187 as of June 30, 2021.

Subsequent to June 30, 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall (see Note 15 ).

The loan secured by The Outlet Shoppes at Laredo matured in May 2021 and had a balance of $ 39,462 as of June 30, 2021.

Of the $ 97,868 of scheduled principal payments for the remainder of 2021, $ 70,507 relates to the maturing principal balance of two operating Property loans.

The loan secured by Alamance Crossing matured in July 2021 and is currently in default.

The Company is in discussions with the lender regarding a loan extension.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 2.8 years as of March 31, 2021 and 3.0 years as of December 31, 2020.

The Company’s mortgage and other indebtedness had a weighted-average maturity of 2.6 years as of June 30, 2021 and 3.0 years as of December 31, 2020.

Note 10 – Segment Information

2 unchanged sentences

Information on the Company’s segments is presented as follows:

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Property operating expenses (3)

Interest expense

Gain on sales of real estate assets

Other expense

Segment profit

Depreciation and amortization

General and administrative expense

Litigation settlement

Interest and other income

Reorganization items

Income tax provision

Equity in losses of unconsolidated affiliates

Capital expenditures (4)

Three Months Ended June 30, 2020

Property operating expenses (3)

Interest expense

Other expense

Gain on sales of real estate assets

Segment profit (loss)

Depreciation and amortization

General and administrative expense

Interest and other income

Loss on impairment

Income tax provision

Equity in losses of unconsolidated affiliates

Capital expenditures (4)

Six Months Ended June 30, 2021

Property operating expenses (3)

Interest expense

Other expense

Loss on sales of real estate assets

4 unchanged sentences

Interest and other income

Reorganization items

Loss on impairment

Gain on deconsolidation

Reorganization items

Income tax provision

1 unchanged sentence

Capital expenditures (4)

Three Months Ended March 31, 2020

Six Months Ended June 30, 2020

Property operating expenses (3)

8 unchanged sentences

Income tax provision

Equity in earnings of unconsolidated affiliates

Equity in losses of unconsolidated affiliates

Capital expenditures (4)

March 31, 2021

June 30, 2021

December 31, 2020

10 unchanged sentences

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 months ended March 31, 2021 and 2020.

There were no potential dilutive common shares and there were no anti-dilutive shares for the three- and six- month periods ended June 30, 2021 and 2020.

Earnings per Unit of the Operating Partnership

8 unchanged sentences

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 months ended March 31, 2021 and 2020 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive.

Due to the loss position (negative earnings) of the Operating Partnership for the three and six months ended June 30, 2021 and 2020 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive.

The calculation of diluted EPU through the if-converted method would reduce the loss per share (as a result of an 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 months ended March 31, 2021 and 2020.

The following table presents basic and diluted EPU for common and special common units for the three months ended March 31, 2021 and 2020.

Three Months Ended March 31,

The following table presents basic and diluted EPU for common and special common units for the three and six months ended June 30, 2021 and 2020.

Three Months Ended June 30,

Six Months Ended June 30,

Net Loss Attributable to Common Unitholders

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Note 12 – Contingencies

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.

As of May 4, 2021, $ 8,422 in tenant credits related to the settlement agreement remain outstanding and are expected to expire on or before December 31, 2024.

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 cooperated in these matters and has been advised by the Securities and Exchange Commission and the Department of Justice that the agencies have closed their investigations.

Securities Litigation

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On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v.

Lebovitz et al.

, 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “ Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors.

Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors.

On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows:

Robert Cohen v.

Lebovitz et al.

, 1:19-cv-01185-LPS (the “ Cohen Derivative Action”);

Lebovitz et al., 1:19-cv-01185-LPS (the “Cohen Derivative Action”);

Travis Lore v.

Lebovitz et al.

, 1:19-cv-01665-LPS (the “ Lore Derivative Action”), and City of Gainesville Cons.

Lebovitz et al., 1:19-cv-01665-LPS (the “Lore Derivative Action”), and City of Gainesville Cons.

Police Officers’ and Firefighters Retirement Plan v.

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.

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.

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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”);

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.

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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 .

On November 12, 2020, the Court in the various Delaware actions entered an order staying these matters in light of the Suggestion of Bankruptcy, as did the Court in the Tennessee actions on December 8, 2020.

The Company's insurance carriers have been placed on notice of these matters.

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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 March 31, 2021 and December 31, 2020:

As of March 31, 2021

As of June 30, 2021

recorded to reflect

Unconsolidated Affiliate

March 31, 2021

June 30, 2021

December 31, 2020

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As of March 31, 2021,there is a default under each of the guaranteed loans above as a result of the filing of the Chapter 11 Cases, except for Ambassador Infrastructure, LLC, Louisville Outlet Shoppes, LLC, Port Orange I, LLC, Shoppes at Eagle Point, LLC, West Melbourne I, LLC – Phase I and West Melbourne I, LLC – Phase II.

As of June 30, 2021, there is a default under each of the following guaranteed loans as a result of the filing of the Chapter 11 Cases:

EastGate Storage, LLC;

Self Storage at Mid Rivers, LLC;

Parkdale Self Storage, LLC;

Hamilton Place Self Storage, LLC and Atlanta Outlet JV, LLC.

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.

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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 $ 10,800 as of March 31, 2021.

The Company has guaranteed YTC’s performance under this agreement up to a maximum of $ 10,000 .

The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50 % of any amounts it is obligated to fund under the guaranty.

The Company did not record a credit loss related to this guaranty for the three months ended March 31, 2021 and March 31, 2020.

For the three months ended March 31, 2021 and March 31, 2020, the Company evaluated each guaranty, listed in the table above, individually by looking at the debt service ratio, cash flow forecasts, the performance of each loan and, where applicable, the collateral value in relation to the outstanding amount of the loan.

The Company did not record a credit loss related to this guaranty for the three and six months ended June 30, 2021 and June 30, 2020.

For the three and six months ended June 30, 2021 and June 30, 2020, the Company evaluated each guaranty, listed in the table above, individually by evaluating the debt service ratio, cash flow forecasts, the performance of each loan and, where applicable, the collateral value in relation to the outstanding amount of the loan.

The result of the analysis was that each loan is current, performing and, where applicable, the collateral value was greater than the outstanding amount of the loan.

The Company did not record a credit loss related to the guarantees listed in the table above for the three months ended March 31, 2021 and March 31, 2020.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance.

The total amount outstanding on these bonds was $ 412 at March 31, 2021 and December 31, 2020.

The Company did not record a credit loss related to the guarantees listed in the table above for the three and six months ended June 30, 2021 and June 30, 2020.

Note 13 – Share-Based Compensation

As of March 31, 2021, the Company has outstanding awards under the CBL & Associates Properties, Inc.

As of June 30, 2021, the Company has outstanding awards under the CBL & Associates Properties, Inc.

2012 Stock Incentive Plan (the “2012 Plan"), which was approved by the Company's shareholders in May 2012.

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Restricted Stock Awards

Share-based compensation expense related to the restricted stock awards was $ 297 and $ 1,144 for the three months ended March 31, 2021 and 2020, respectively.

Share-based compensation cost capitalized as part of real estate assets was $ 4 and $ 7 for the three months ended March 31, 2021 and 2020, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2021, and changes during the three months ended March 31, 2021, is presented below:

Share-based compensation expense related to the restricted stock awards was $ 246 and $ 361 for the three months ended June 30, 2021 and 2020, respectively;

and $ 543 and $ 1,505 for the six months ended June 30, 2021 and 2020, respectively.

Share-based compensation cost capitalized as part of real estate assets was $ 2 and $ 5 for the three months ended June 30, 2021 and 2020, respectively;

and, $ 6 and $ 12 for the six months ended June 30, 2021 and 2020, respectively.

A summary of the status of the Company’s nonvested restricted stock awards as of June 30, 2021, and changes during the six months ended June 30, 2021, is presented below:

Nonvested at January 1, 2021

Nonvested at March 31, 2021

As of March 31, 2021, there was $ 1,634 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 2.0 years.

Nonvested at June 30, 2021

As of June 30, 2021, there was $ 1,352 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 1.9 years.

Long-Term Incentive Program

A summary of the Company’s long-term incentive program (“LTIP”) is disclosed in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020.

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.

Outstanding restricted stock, and related grant/vesting/forfeiture activity during 2021 for awards made to named executive officers under the LTIP, is included in the information presented in the table above.

Performance Stock Units

There were no PSUs granted in the first quarter of 2021.

The outstanding PSUs at March 31, 2021 was 1,103,537 , which solely relates to the PSUs granted in the first quarter of 2019.

Of that amount, 566,862 shares are classified as a liability due to the potential cash component, which is described in the summary of the Company’s LTIP program set forth in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020.

None of the PSUs outstanding at March 31, 2021 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.

There were no PSUs granted in 2021.

The 1,103,537 outstanding PSUs at June 30, 2021 were granted in the first quarter of 2019.

Of that amount, 566,862 PSUs are classified as a liability due to the potential cash component, which is described in the summary of the Company’s LTIP program set forth in Note 18 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020.

None of the PSUs outstanding at June 30, 2021 were vested.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method.

The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

Share-based compensation expense related to the PSUs was $ 94 and $ 478 for the three months ended March 31, 2021 and 2020.

Unrecognized compensation costs related to the PSUs was $ 453 as of March 31, 2021, which is expected to be recognized over a weighted-average period of 1.6 years.

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:

February 11, 2019

Fair value per share on valuation date (1)

Risk-free interest rate (2)

Expected share price volatility (3)

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 performance period.

The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free.

The weighted-average fair value per share related to the 2019 PSUs classified as equity consists of 357,800 shares at a fair value of $ 2.45 per share (which relate to relative TSR) and 178,875 shares at a fair value of $ 2.29 per share (which relate to absolute TSR).

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 grant date listed above.

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 three-year period for the 2019 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.

Share-based compensation expense related to the PSUs was $ 94 and $( 60 ) for the three months ended June 30, 2021 and 2020, respectively;

and $ 189 and $ 418 for the six months ended June 30, 2021 and 2020, respectively.

Unrecognized compensation costs related to the PSUs was $ 453 as of June 30, 2021, which is expected to be recognized over a weighted-average period of 1.6 years.

Note 14 – Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Additions to real estate assets accrued but not yet paid

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Note 15 – Subsequent Events

In April 2021, the Company filed the Proposed Plan and the Proposed Disclosure Statement with the Bankruptcy Court to implement the restructuring transactions.

See Note 2 for additional information.

During April 2021, the Company purchased $ 49,998 in U.S.

Treasury securities that mature in July 2021 .

The Company designated the U.S.

Treasury securities purchased as AFS.

In July 2021, the Company reached an agreement with the lender to amend the loan secured by Springs at Port Orange, which extends the term of the note to December 31, 2021 , increases the principal amount of the loan to $ 44,400 , or $ 19,314 at the Company’s share, and provides an interest rate of LIBOR plus 2.0 %.

In July 2021, the Company used funds from its matured U.S.

Treasury securities to purchase $ 149,985 in U.S.

Treasury securities with maturities that range from September 2021 to October 2021 .

In August 2021, the Company entered into a forbearance agreement with the lender regarding the loan secured by Fayette Mall.

The forbearance agreement provides for a modified loan contingent upon the Debtors' emergence from bankruptcy and final approval from the lender.

On August 11, 2021, following the confirmation hearing, the Bankruptcy Court entered an order confirming the Plan.

Pursuant to the Amended RSA, the Company is required to have the Plan become effective no later than November 1, 2021 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements