Exhibit 99.1
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Monthly/Quarterly Reporting Package

September 2021




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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Table of Contents
SECTION I- Monthly Reporting Schedules
Master Lease Retail Tenant Operating Performance for Retail Portfolio as of Determination Date
Master Lease Subtenants as of Fiscal Quarter Ended []
SECTION IV – Provided Quarterly – Penney Intermediate Holdings LLC Financial Statements
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Member’s Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Narrative Report
Statement of Consolidated Adjusted EBITDA
SECTION V – Definitions and Disclaimers
Definitions
Disclaimer

TrusteeManager
GLAS Trust Company, LLCHilco JCP, LLC
3 Second Street, Suite 2065 Revere Drive, Suite 410
Jersey City, NJ 07311Northbrook, IL
Contact: Yana KislenkoContact: Larry Finger
Phone: 201-839-2183Phone: 703-244-4588
Email: yana.kislenko@glas.agencyEmail: lfinger@ctltrust.net





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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Forward-Looking Statements & Non-GAAP Presentation

This distribution statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on our beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements.

Certain of the financial measures presented in this distribution statement are non-GAAP financial measures, other metrics and other information. We believe that non-GAAP financial measures, other metrics and other information provide useful information to investors regarding our financial condition, result of operations and other matters. The non-GAAP financial measures, other metrics and information as presented in this distribution statement may be adjusted in management’s reasonable judgment as appropriate, taking into account a variety of circumstances, facts and conditions. These adjustments may be material and may or may not be specifically identified in footnotes or otherwise. Our measures, metrics and other information (and the methodologies used to derive them) may not be comparable to those used by other companies.

Please refer to Section III of this distribution statement, titled “Disclaimer”, for additional information.






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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


SECTION I
Monthly Reporting Schedules






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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Monthly Certificate Distribution Detail

CUSIP
Aggregate Certificates
Outstanding
Aggregate Net Sales
Proceeds Distribution
Aggregate Net
Operations Distribution
Aggregate
Total Distribution
21751910775,000,000$118,150,023.75$6,484,666.36$124,634,690.11

Per Certificate
CUSIP
Aggregate Certificates
Outstanding
Aggregate Net Sales
Proceeds Distribution
Aggregate Net
Operations Distribution
Aggregate
Total Distribution
21751910775,000,000$1.575334$0.086462$1.661796





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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Monthly Cash Sources and Uses

Sources of Cash from Operations
Uses of Cash from Operations
Distribution Center Master Lease Rent
$2,948,333.36
Accounting and Financial Reporting
$151,967.33 
Retail Master Lease Rent
4,877,383.74
Investor Relations
12,393.63 
Total Rent
$7,825,717.10
Legal
380,542.75
Insurance
— 
Management Fees -Operations and Other Professional Fees
738,506.99
Sales & Use Tax Recovery$31,509.86
BOV’s and Other
6,226.25
Total Other Sources of Cash    
$31,509.86Total Operating Expenses$1,289,636.95
Taxes to be Recovered from Tenant
$82,923.65 
Formation, Closing & Related Costs
Total Other Uses of Cash
$82,923.65
Total Sources of Cash from Operations
$7,857,226.96
Total Uses of Cash from Operations
$1,372,560.60
Sources of Cash from Sales / Capital Activity
Uses of Cash from Sales / Capital Activity
Distribution Center Gross Sales Proceeds
$— 
Management Fees -Sales
$741,125.00
Retail Master Lease Gross Sales Proceeds
124,250,000.00 
Third Party Expenses: Distribution Center Sales
Total Gross Sales Proceeds
$124,250,000.00 
Third Party Expenses: Retail Sales
5,262,589.75
Prepaid Sales Expenses96,261.50 
Other Financing / Capital Activity
$— Other
Other
— 
Total Expenses of Sales
$6,099,976.25
Total Other
$— 
Cash Provided (Used) Sales / Capital Activity
$
Total Sources of Cash from Sales / Capital Activity
$124,250,000.00 
Total Uses of Cash from Sales / Capital Activity
$6,099,976.25
Net Cash Available for Distribution
Total Sources of Cash from Operations$7,857,226.96 
Total Uses of Cash from Operations(1,372,560.60)
Net Cash Provided by Operations
$6,484,666.36
Total Sources of Cash from Sales / Capital Activity
$124,250,000.00 
Total Uses of Cash from Sales / Capital Activity
(6,099,976.25)
Net Cash Provided by Sales / Capital Activity
$118,150,023.75 
Net Cash Available for Distribution
$124,634,690.11 

* Management Fees: Operations: Primarily Hilco's Asset Mgmt Fees
** Accounting, Financial Reporting & Tax: Includes all third party professional fees
*** Trustee & Other: BOV and Investment Banker Fees, if applicable





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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Monthly Cash Distributions

Distribution
 Date
Net Rental Income
Distribution
Sales and Capital Activity
Distribution
Total
Distributions
12-Oct-21$6,484,666.36$118,150,023.75$124,634,690.11
10-Sept-216,642,375.466,642,375.46
10-Aug-216,837,204.3131,544,164.5238,381,368.83
12-July-216,822,411.966,822,411.96
10-June-216,449,331.636,449,331.63
10-May-216,915,430.006,915,430.00
12-Apr-216,900,130.886,900,130.88
10-Mar-211,565,979.821,565,979.82
Trailing 12 mos.
$48,617,530.42$149,694,188.27$198,311,718.69
Inception to Date
$48,617,530.42$149,694,188.27$198,311,718.69





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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Property Sales This Month

Sale
Date
Property
 ID
Property
Name
Square
 Feet
Rent for Lease Year at Closing Date 1
Gross GAAP
 Basis 2
Gross Sales
Price
Net Sales
 Price3
Net Sales Price
Per Square Foot
Implied Cap. Rate/
Rent Yield at Closing 4
Selling
 Cost
Selling Costs as Percentage
of Gross Sales Price5
Selling
 Broker
Retail Property Sales This Month
14-Sep-211959The Shops at Tanforan223,232$446,464$61,100,000$105,250,000$105,250,000$471.480.42%$5,443,2365.17%Newmark
30-Sep-21246SouthBay Pavilion at Carson200,6971,204,18215,200,00019,000,00019,000,00094.676.34%735,4303.87%Newmark
Total Retail Properties this Month423,929$1,650,646$76,300,000$124,250,000$124,250,000$293.091.33%$6,178,6664.97%
Distribution Center Property Sales This Month
Total Distribution Center Properties this Month
Total Property Sales this Month
423,929$1,650,646$76,300,000$124,250,000$124,250,000$293.091.33%$6,178,6664.97%
Property Sales this Month Average211,965$825,323$38,150,000$62,125,000$62,125,000$293.091.33%$3,089,3334.97%
Retail
Properties
583,952$2,226,393$31,200,000$32,250,000$32,250,000$55.236.90%$759,3482.35%
Distribution Centers
Previous Distribution Period Total:
583,9522,226,39331,200,00032,250,00032,250,00055.236.90%759,3482.35%
Previous Distribution Periods Average:
194,651$742,131$10,400,000$10,750,000$10,750,000$55.236.90%$253,1162.35%
Retail
Properties
1,007,881$3,877,039$107,500,000$156,500,000$156,500,000$348.322.48%$6,938,0144.43%
Distribution Centers
Cumulative Distribution to Date
Total:
1,007,8813,877,039107,500,000156,500,000156,500,000155.282.48%6,938,0144.43%
Cumulative Distribution to Date
Average:
201,576$775,408$21,500,000$31,300,000$31,300,000$155.282.48%$1,387,6034.43%
1 Annualized Monthly Rent (e.g. Monthly Rent due for in Sale Period X 12). Rental Abatement shall be disregarded.
2 GAAP Basis before depreciation and amortization. The Trust determined that fresh start accounting fair value (not cost) of the investment properties based upon the fair value of the individual assets and liabilities assumed as of the Effective Date (1/31/21).The total fair Value of the properties acquired was $1.935 Billion.                                                
3 Net of credits provided to Buyer other than pro-rations. Selling costs are not netted in Net Sales Price
4 Gross Sales Price divided by the Annual Rent as defined above
5 Selling Costs as percentage of Gross Sales Price. Selling costs may not tie into the Total Expenses of Sale as reported on the Monthly Sources and Uses Report.





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Investor Relations at (310) 526-1707
Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Retail Portfolio as of Determination Date

By Current Lease Year Rent Per Square Foot Tier:
By Property Ownership Type:
Tier
PropertiesSquare Feet
Current Lease Year
Rent 1
Ownership Type
PropertiesSquare Feet
Current Lease Year
Rent 1
Tier 1 -$9.00
334,091,827$36,826,443.00 Owned 13317,586,813$99,569,963.00
Tier 2 -$6.00
8210,771,14364,626,858.00 Ground Lease 223,117,25317,780,380.00
Tier 3 -$3.50
192,809,8979,834,644.00
Tier 4 -$2.00
213,031,1996,062,398.00
Total:15520,704,066$117,350,343.00Total:15520,704,066$117,350,343.00
By Current Lease Year Rent Per Property:By Property Type:
Tier
PropertiesSquare Feet
Current Lease Year
Rent 1
Property Type
PropertiesSquare Feet
Current Lease Year
Rent 1
>=$950,000376,373,989$45,738,618.00 Shopping Center 373,737,762$23,657,840.00
>=$700,000 & <$950,000
425,452,79435,897,317.00 Freestanding 4372,4202,533,116.00
>=$500,000 & <$700,000
404,452,54623,515,430.00 Mall 11416,593,88491,159,387.00
<=$500,000364,424,73712,198,978.00
Total:15520,704,066$117,350,343.00Total:15520,704,066$117,350,343.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.





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Investor Relations at (310) 526-1707
Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Retail Portfolio as of Determination Date (Cont’d)

By Geography:

State

Properties

Square Feet
Current Lease Year Rent 1

AR2186,745$1,120,470.00MO2229,8281,378,968.00
AZ5651,1643,848,169.00MS199,396894,564.00
CA253,740,79221,710,731.00NC1104,198208,396.00
CO3361,7751,376,834.00NH2230,8421,122,962.00
CT3464,682929,364.00NJ5882,9463,510,571.00
DE1159,878959,268.00NM2265,9102,014,848.00
FL91,292,3169,874,971.00NV3437,9373,941,433.00
GA2204,6341,143,372.00NY4673,8022,830,244.00
IA185,278298,473.00OH5645,4473,504,477.00
ID
1151,9851,367,865.00OK3332,2231,494,714.00
IL
5845,2244,414,248.00OR1157,928947,568.00
IN
199,317893,853.00PA4555,0872,984,042.00
KS2316,8561,471,852.00PR2185,9461,115,676.00
KY2251,2891,821,111.00TN3347,3311,241,828.00
LA2229,1811,749,054.00TX293,105,94520,314,284.00
MA1141,692495,922.00UT199,411347,939.00
MD4559,3122,424,176.00VA5736,5633,330,898.00
MI6863,0123,699,718.00WA4666,2724,515,948.00
MN2255,9411,535,646.00WI185,981515,886.00
Total:
15520,704,066$117,350,343.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.




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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Distribution Center Portfolio as of Determination Date

Property ID
900591309132931694359486
Location
Statesville, NC
Columbus, OH
Lenexa, KS
Reno, NV
Haslet, TX
Forest Park, GA
Square Feet
New JCP
595,2092,000,0002,308,1001,838,8001,133,0272,233,475
Other Tenants
Vacant
Total595,2092,000,0002,308,1001,838,8001,133,0272,233,475
Current Lease Year Rent 1
New JCP$1,785,627.00$6,500,000.00$6,294,058.75$8,734,300.00$4,248,851.25$7,817,162.50
Other Tenants
Total$1,785,627.00$6,500,000.00$6,294,058.75$8,734,300.00$4,248,851.25$7,817,162.50
Current Lease Year Rent -
PSF 2
New JCP
$3.00$3.25$2.73$4.75$3.75$3.50
Other Tenants
Total$3.00$3.25$2.73$4.75$3.75$3.50

1Current Lease Year Rent = Monthly Rent X 12
2Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet





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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Landlord and Tenant Option Properties as of Determination Date

Property ID
Option Type
Property Name
Location
Square Feet
Current Lease
Year Rent 1
Option
Notice (Y/N)
Option Exercise / Closing Date
246
Landlord
SouthBay Pavilion at Carson
20700 Avalon Boulevard, Carson, CA
N/AN/ANProperty Sold 09-30-21
389
Landlord
Stoneridge S/C
1500 Stoneridge Mall Road, Pleasanton, CA
155,919311,838.00N
1229
Landlord
The Oaks
280 Hillcrest Drive W, Thousand Oaks, CA
144,959289,918.00N
1572
Landlord
Westfield Culver City
6000 S Hannum Avenue, Culver City, CA
203,8321,222,992.00N
1959
Landlord
The Shops at Tanforan
1122 El Camino Real, San Bruno, CA
N/AN/ANProperty Sold 09-14-21
1417
Landlord
Westfield Santa Anita
400 S Baldwin Avenue, Arcadia, CA
204,563715,971.00N
2649
Landlord
Westminster Mall
400 Westminster Mall, Westminster, CA
152,567533,985.00N
2256
Landlord
Danbury Fair
7 Backus Avenue, Danbury, CT
136,375272,750.00N
2102
Landlord
Westfield Annapolis
1695 Annapolis Mall, Annapolis, MD
126,732760,392.00N
1623
Landlord
Twelve Oaks Mall
27150 Novi Road, Novi, MI
155,807545,325.00N
2247
Landlord
Pheasant Lane Mall
310 Daniel Webster Highway, Suite 103, Nashua, NH
104,836366,926.00N
2297
Landlord
Newport Centre
10 Mall Drive W, Jersey City, NJ
185,330648,655.00N
2477
Landlord
Freehold Raceway Mall
3710 Highway 9, Freehold, NJ
149,608299,216.00N
2814
Landlord
Queens Center
92-59 59th Avenue. Elmhurst, NY
204,3401,226,040.00N
197
Landlord
Gateway Shopping Center I &
II360 Gateway Drive, Brooklyn, NY
123,942247,884.00N
2040
Landlord
Barton Creek Square
2901 S Capitol of Texas Highway, Austin, TX
144,129864,774.00N
2763
Landlord
The Woodlands Mall
1201 Lake Woodlands Drive, Suite 500, Woodlands, TX
146,000511,000.00N
2881
Landlord
Memorial City S/C
300 Memorial City Way, Houston, TX
140,486842,916.00N
192
Landlord
Fair Oaks Mall
11801 Fair Oaks Mall, Fairfax, VA
193,422386,844.00N
1462
Landlord
Springfield Town Center
6699 Springfield Mall, Springfield, VA
205,7721,234,632.00N
2865
Tenant
Tamarack Village
8348 Tamarack Village, Woodbury, MN
81,973491,838.00N
2801
Tenant
Polaris Fashion Place
1450 Polaris Parkway, Columbus, OH
146,990881,940.00N
2921
Tenant
Robertson’s Creek
5751 Long Prairie Road, Flower Mound, TX
103,689362,912.00N
2934
Tenant
University Oaks S/C
151 University Oaks, Round Rock, TX
103,525621,150.00N
2982
Tenant
Village at Fairview
301 Stacy Road, Fairview, TX
117,641705,846.00N
2749
Tenant
Dulles Town Centre
21030 Dulles Town Circle, Sterling, VA125,917440,710.00N
Total:
3,558,354$14,786,454.00

1Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.




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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Substitution Properties as of Determination Date
(No Substitution Properties September, 2021)


Property ID

Property Name

Property Location
Substitution Type
(Outgoing / Incoming)

Square Feet
Current Lease
Year Rent 1

Notice Date

Exercise Date
— $— 
Total:

1Current Lease Year Rent = Monthly Rent X 12





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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Monthly Leasing Activity Distribution Centers
(No Leasing Activity September, 2021)

Property ID
Lease Start Date
Tenant Name
Square Feet
Current Lease
Year Rent -
PSF 1
Current
Lease
Year Rent 2
Real Estate Operating Expenses
Initial Term (Months)
Extension Options (Years)
Tenant Business Description
Manager Commentary
— $— 
Total: $ 

1Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet.
2Current Lease Year Rent = Monthly Rent X 12.





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Investor Relations at (310) 526-1707
Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Monthly Leasing Activity Retail Properties
(No Leasing Activity September, 2021)

Property ID
Lease Start Date
Tenant Name
Square Feet
Current Lease
Year Rent -
PSF 1
Current
Lease
Year Rent 2
Real Estate Operating Expenses
Initial Term (Months)
Extension Options (Years)
Tenant Business Description
Manager Commentary
— $— 
Total: $ 

1Current Lease Year Rent PSF = (Monthly Rent X 12) / Square Feet, excluding rental abatement.
2Current Lease Year Rent = Monthly Rent X 12, excluding rental abatement.




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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Summary Select Financial Information

For copies of our most recent financial statements, including management’s discussion and analysis of financial condition and results of operations, sales and capital activity, you can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.ctltrust.net as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov.

The SEC file number is 000-56236.





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Determination Date: 09/30/2021


SECTION II
(Provided Quarterly)
The following financial information was prepared by Penney Tenant I LLC and Penney Tenant II LLC.
As such, the Trust has not independently verified this Financial Information.




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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021

Master Lease Guarantor Operating Performance

Key Financial and Performance MetricsFiscal Quarter Ended July 31, 2021*Trailing 12 Months
Comparable store sales percent increase / (decrease) for Master Lease Properties **104.7%N/A
Liquid assets covenant compliance (as defined in the Master Leases)YesN/A
Tangible net worth (as defined in the Master Leases - in millions)***$1,513N/A
Key Portfolio MetricsFiscal Quarter Ended July 31, 2021*Trailing 12 Months
End of period number of stores - fee owned and ground leased208N/A
End of period number of stores - space leased464N/A
Gross Square Footage of stores (in millions)81.8N/A

* Reflects financial activity from May 02, 2021 through July 31, 2021 (Fiscal Q2 2021).
** Comparable sales against LY base having COVID closures.
*** Per unaudited interim Consolidated Financial Statements of Penney Intermediate Holdings LLC as of July 31, 2021.




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Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021


Master Lease Retail Tenant Operating Performance for Retail Portfolio as of Determination Date

Fiscal Quarter Ended July 31, 2021 *
Property Ownership# of PropertiesSquare FeetTenant’s Sales Per Square FootTenant’s Four-Wall EBITDARRentTenant’s Four-Wall EBITDATenant’s Four-Wall EBITDAR / Rent
Fee13518,010,742$212.9
Ground Lease223,117,253$263.1
Total15721,127,995$22$121,534,060$41,999,476$79,534,5842.9

Fiscal Quarter Ended July 31, 2021 *
Rent Tier **# of PropertiesSquare Feet
1 > $2.4405,097,875
2 > $1.9395,353,213
3 > $1.7395,056,160
4 < $1.7395,620,747
Total15721,127,995

* Reflects financial activity from May 02, 2021 through July 31, 2021 (Fiscal Q2 2021).
** Rent tier determined based on book Occupancy Expense per square foot.

Rent: includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes.
EBITDA: Tenant's Unallocated Store Contribution Profit, uses book rent.
EBITDAR: excludes Occupancy included in calculation of EBITDA.




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Investor Relations at (310) 526-1707
Distribution Date: 10/12/2021
Record Date: 10/08/2021
Determination Date: 09/30/2021

Master Lease Retail Tenant Operating Performance for Retail Portfolio as of Determination Date

Fiscal Quarter Ended July 31, 2021 *
Property Ownership# of PropertiesSquare FeetTenant’s Sales Per Square FootTenant’s Four-Wall EBITDARTenant’s Four-Wall EBITDAR to SalesTenant’s Four-Wall EBITDATenant’s Four-Wall EBITDAR / Rent
> $26.3404,632,727$3429.8%3.6
> $20.9395,146,127$2326.2%2.9
> $16.7395,753,619$1924.5%2.4
< $16.7395,595,522$1421.4%2.4
Total15721,127,995$22$121,534,06026.2%$79,534,5842.9

Fiscal Quarter Ended July 31, 2021 *
Property Ownership# of PropertiesSquare FeetTenant’s Sales Per Square FootTenant’s Four-Wall EBITDARTenant’s Four-Wall EBITDAR to SalesTenant’s Four-Wall EBITDATenant’s Four-Wall EBITDAR / Rent
> {$3.0}x **728,825,712$2628.6%3.7
< {$3.0}x **8512,302,283$1623.9%2.3
Total15721,127,995$22$121,534,06026.2%$79,534,5842.9

* Reflects financial activity from May 02, 2021 through July 31, 2021 (Fiscal Q2 2021).
** Stratifications consolidated due to insufficient store count.





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Master Lease Subtenants
Fiscal Quarter Ended May 1, 2021
Subtenant NameSubleased PropertySquare FeetLease Commence Date
Lease Expiration Date ***
Rent / MonthRent Per Square Foot / Month
Percent of Total Rent **
Expense Provisions
Donald Bruce Drummond (Optometrist)3342266/1/175/31/20221000.40.2%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Norman Ratner (Optometrist)6342029/1/20168/31/20211000.50.1%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Xiao Meng Lu (Optometrist)1,5723396/10/20166/30/20211000.30.1%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Selena Steenbergen (Optometrist)1,9592503/1/20162/28/20221000.40.1%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Susan Shahriari (Optometrist)2,09615410/1/20159/30/20211000.60.2%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Brian W. Park, O.D. (Optometrist)2,46712010/1/20149/30/20211000.80.1%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Jeff Overbey (Optometrist)2,6491783/25/20183/31/20221000.60.2%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Dr. Laurence Rubin (Optometrist)2,6771269/1/20148/31/20221000.80.1%JCP retains 2% of sublessee's sales run through JCP credit card machines to cover interchange fees
Aspen Square, Inc.2,99018,05810/8/200810/7/208310—%
Total Subtenants *
19,653801-

* Excludes TBA leases consistent with Section 9.2(a) of the Master Lease Agreement.
** 3 months of sublease income divided by book rent for same period.
*** Subleases for Optometrist offices auto-renew for 12 months w/30-day right to terminate by either party.




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SECTION III






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Management’s Comments
(Management Commentary will be provided in our 10Q’s and 10K’s)





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SECTION IV
(Provided Quarterly)
The following financial statements were prepared by Penney Intermediate Holdings LLC.
As such, the Trust has not independently verified these Financial Statements.




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Penney Intermediate Holdings LLC
Consolidated Statement of Operations
(Unaudited)


($ in millions)Three Months Ended July 31,2021Six Months Ended July 31,2021
Total net sales$1,895 $3,488 
Credit income and other98 174 
Total revenues1,993 3,662 
Costs and expenses (income):
Cost of goods sold (exclusive of depreciation and amortization shown separately below)1,162 2,141 
Selling, general and administrative578 1,136 
Depreciation and amortization51 102 
Real estate and other, net(1)(6)
Restructuring
Acquisition and transition related costs19 
Total costs and expenses1,799 3,396 
Operating income194 266 
Interest expense, net(25)(50)
Income before income taxes169 216 
Income tax expense(5)(8)
Net income$164 $208 

See the accompanying notes to the Unaudited Interim Consolidated Financial Statements.




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Penney Intermediate Holdings LLC
Consolidated Balance Sheet
(Unaudited)


($ in millions)July 31, 2021
Assets
Current assets:
Cash and cash equivalents$611 
Merchandise inventory1,682 
Prepaid expenses and other363 
Total current assets2,656 
Property and equipment, net893 
Operating lease assets1,601 
Financing lease assets82 
Other assets349 
Total assets$5,581 
Liabilities and member’s equity
Current liabilities:
Merchandise accounts payable389 
Other accounts payable and accrued expenses760 
Current operating lease liabilities23 
Current financing lease liabilities
Current portion of long-term debt, net20 
Total current liabilities1,193 
Noncurrent operating lease liabilities1,765 
Noncurrent financing lease liabilities84 
Long-term debt780 
Other liabilities133 
Total liabilities3,955 
Member’s equity
Member’s Contributions300 
Accumulated other comprehensive income(2)
Reinvested earnings1,328 
Total member’s equity1,626 
Total liabilities and member’$5,581 

See the accompanying notes to the Unaudited Interim Consolidated Financial Statements.




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Penney Intermediate Holdings LLC
Consolidated Statement of Member’s Equity
(Unaudited)


($ in millions)Member’s
Contributions/(Distributions)
Accumulated Other
Comprehensive Income/(Loss)
Reinvested
Earnings
Total
Member’s Equity
January 30, 2021$300 — 1,299 $1,599 
Member tax distributions— — — — 
Net income— — 44 44 
May 1, 2021$300 1,343 $1,643 
Member tax distributions— — (123)(123)
Net income— — 164 164 
Other comprehensive income/(loss)— (2)— (2)
Purchase price adjustments— — (56)(56)
July 31, 2021$300 $(2)$1,328 $1,626 

See the accompanying notes to the Unaudited Interim Consolidated Financial Statements.




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Penney Intermediate Holdings LLC
Consolidated Statement of Cash Flows
(Unaudited)


($ in millions)Three Months Ended
July 31, 2021
Cash flows from operating activities:
Net income$208 
Adjustments to reconcile net income to net cash provided by operating activities
Gain on asset disposition— 
Gain on insurance proceeds received for damage to property(2)
Depreciation and amortization102 
Change in cash from operating assets and liabilities:
Inventory(162)
Prepaid expenses and other assets
Merchandise accounts payable238 
Accrued expenses and other98 
Net cash provided by operating activities$484 
Cash flows from investing activities
Capital Expenditures(21)
Proceeds from sale of operating assets— 
Insurance proceeds received for damage to property and equipment
Net cash used by investing activities$(19)
Cash flows from financing activities:
Proceeds from borrowings under the revolving credit facility— 
Proceeds from issuance of long-term debt— 
Repayments of principal portion of finance leases
— 
Payments of long-term debt(6)
Proceeds from equity contributions
— 
Member tax distributions
(123)
Net cash used by financing activities(129)
Net increase in cash and cash equivalents336 
Cash and cash equivalents at beginning of period275 
Cash and cash equivalents at end of period$611 

See the accompanying notes to the Unaudited Interim Consolidated Financial Statements.




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Penney Intermediate Holdings LLC
Notes to Unaudited Interim Consolidated Financial Statements


1. Basis of Presentation and Consolidation

Basis of Presentation
Penney Intermediate Holdings LLC (the Company), formed on October 22, 2020, is the direct subsidiary of Penney Holdings LLC (“Holdings”), a direct subsidiary of Copper Retail JV LLC (“Copper”), a Delaware limited liability company. The assets of Copper and Holdings consist solely of the 100% ownership in each direct subsidiary. Copper and its related legal entity structure were formed to acquire certain operating assets and related liabilities of J.C. Penney Company, Inc. (JCPenney) on December 7, 2020 (the acquisition date). All acquired assets and liabilities of JCPenney are owned and operated by the Company and its subsidiaries.

The JCPenney brand was founded by James Cash Penney in 1902. We operate the JCPenney brand through the operation of 690 department stores in 49 states and Puerto Rico, as well as through our eCommerce website at jcp.com and our mobile application. We sell family apparel and footwear, accessories, fine and fashion jewelry, beauty products through Sephora inside JCPenney, and home furnishings. In addition, our department stores provide services, such as styling salon, optical, and portrait photography.

These Unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States. The accompanying Unaudited Interim Consolidated Financial Statements, in our opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto for the fiscal year ended January 30, 2021. We follow the same accounting policies to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the notes to the Audited Financial Statements for the fiscal year ended January 30, 2021. Because of the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Fiscal Year
The Company’s fiscal year consists of the 52-week period ending on the Saturday closest to January 31. As used herein, “three months ended July 31, 2021” refers to the 13-week period ended July 31, 2021 and “six months ended July 31, 2021” refers to the 26-week period ended July 31, 2021. Fiscal 2021 will consist of the 52-week period ending on January 29, 2022.

Basis of Consolidation
All significant inter-company transactions and balances have been eliminated in consolidation.











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Penney Intermediate Holdings LLC
Notes to Unaudited Interim Consolidated Financial Statements

2. Global COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared a global pandemic related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). Subsequently, the COVID-19 pandemic has significantly impacted the economic conditions in the U.S. and globally. While all of our stores have been open from January 31, 2021 to July 31, 2021, the COVID19 pandemic has, and continues to have, an impact on the Company’s business operations, financial position, liquidity, capital resources and results of operations. While economic conditions in the U.S. are improving and restrictions imposed during the pandemic are easing, it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic. Current financial information may not be indicative of future operating results.

3. Acquisition

On October 28, 2020, Copper entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with JCPenney and certain of its subsidiaries to acquire substantially all of JCPenney’s retail and operating assets, and assume certain of JCPenney’s obligations associated with such purchased assets, pursuant to Section 363 of the U.S. Bankruptcy Code in connection with JCPenney’s voluntary chapter 11 cases pending in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Asset Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court on November 9, 2020. Copper subsequently designated the Company and its subsidiaries as purchasers under the Asset Purchase Agreement. The acquisition of substantially all of the retail and operating assets of JCPenney by the Company and its subsidiaries was completed on December 7, 2020. Pursuant to the Asset Purchase Agreement, the Company and its subsidiaries also assumed certain liabilities related to such assets.

The company accounted for the acquisition as a business combination in accordance with ASC 805. The consideration transferred for the acquisition is as follows:

($ in millions)December 7, 2020
Cash paid, net of cash acquired of $266$634
Term loan520
Estimated contingent consideration105
Total consideration transferred, net of cash acquired$1,259




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Penney Intermediate Holdings LLC
Notes to the Unaudited Interim Consolidated Financial Statements

The estimated contingent consideration consists of both (i) an earn-out liability with fair value of $74.1 million and (ii) a liability related to any future receipts of credit card company holdback deposits with a fair value of $31.2 million as of the acquisition date. The value of the earn-out liability depends on the twelve-month average of the net merchandise accounts payable applicable for FY 2021 and FY 2022 and was estimated using a Monte Carlo simulation approach. The credit card holdback liability is equal to 50% of any cash proceeds received in connection with the release of the bankruptcy related credit card company holdbacks.

In accordance with GAAP, the carrying value of the contingent consideration must be remeasured at the end of each reporting period. As of July 31, 2021, the fair value of the estimated earn-out liability increased by $6 million to $80 million. The increase in fair value is recorded as a current period expense in Acquisition and transition related costs in our consolidated statement of operations.

As noted in the Audited Consolidated Financial Statements for the fiscal year ended January 30, 2021, the assets acquired, and liabilities assumed in connection with the acquisition were recorded at fair value. Copper has a measurement period of up to a year after the acquisition date to adjust any provisional asset and liability amounts acquired. The Company recorded purchase price adjustments for provisional assets and liabilities acquired totaling ($56) million within the quarter. These adjustments related to the acquisition on December 7, 2020 and included a liability for surety bond collateral totaling ($51) million, an increase in the supplier prepayment reserve totaling ($6) million and the addition of a capital lease asset totaling $1 million.

The adjustments noted below reduced the bargain purchase gain to $1,238 million, which represents the excess of the fair value of net assets acquired over the consideration transferred.

($ in millions)July 31, 2021
Surety Bond Collateral$(51)
Prepayments Reserve(6)
Capital Lease Asset1
Total purchase price adjustments$(56)
Bargain purchase gain (original)1294
Adjusted bargain purchase gain$$1,238

4. Revenue

Our contracts with customers primarily consist of sales of merchandise and services at the point of sale, sales of gift cards to a customer for a future purchase, customer loyalty rewards that provide discount rewards to customers based on purchase activity, and certain licensing and profit sharing arrangements involving the use of our intellectual property by others. Revenue includes Total net sales and Credit income and other. Net sales are categorized by merchandise and service sale groupings as we believe it best depicts the nature, amount, timing and uncertainty of revenue and cash flow. The components of Net sales for the three months ended July 31, 2021 were as follows:

($ in millions)Three Months Ended
July 31, 2021
Six Months Ended
July 31, 2021
Men’s apparel and accessories$37420 %$72821 %
Women’s apparel44423 %72221 %
Women’s accessories, including Sephora32117 %58617 %
Home169%323%
Footwear and handbags176%325%
Kids’, including toys157%302%
Jewelry140%290%
Services and other114%212%
Total net sales$1,895 100 %$3,488 100%

Credit income and other encompasses the revenue earned from the agreement with Synchrony associated with our private label credit card and co-branded MasterCard programs. The Company has contract liabilities associated with the sales of gift cards and our customer loyalty program.




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Penney Intermediate Holdings LLC
Notes to the Unaudited Interim Consolidated Financial Statements



The liabilities are included in Other accounts payable and accrued expenses in the Consolidated Balance Sheet and were as follows:

($ in millions)July 31, 2021
Customer gift cards$99
Customer loyalty program31
Total contract liability$130

Contract liability includes consideration received for gift card and loyalty related performance obligations which have not been satisfied as of a given date.

A rollforward of the amounts included in contract liability for the three months ended July 31, 2021 are as follows:

($ in millions)July 31, 2021
Balance as of January 30,2021$143
Current period gift cards sold and loyalty reward points earned90
Net sales from amounts included in contract liability opening balances(28)
Net sales from current period usage(75)
Balance as of July 31, 2021$130

5. Long-Term Debt

($ in millions)July 31, 2021
Issue:
2020 Term Loan Facility (Matures in 2026)$518
FILO Loan Due 2025296
Total debt814
Unamortized debt issuance costs(14)
Less: current maturities(20)
Total long-term debt$780




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Penney Intermediate Holdings LLC
Notes to the Unaudited Consolidated Financial Statements

As of July 31, 2021, there were no outstanding borrowings under our $2.0 billion senior secured asset-based revolving credit facility (Revolving Credit Facility). Pricing under the Revolving Credit Facility is tiered based on our utilization under the line of credit. As of July 31, 2021, the applicable interest rates were LIBOR (subject to a 0.75% floor) plus 2.75% or Prime Rate plus 1.75%. The applicable rate for standby letters of credit was 2.75%, while the required unused commitment fee was 0.375% for the unused portion of the Revolving Credit Facility.

6. Litigation and Other Contingencies

We are subject to various legal and governmental proceedings involving routine litigation incidental to our business. While no assurance can be given as to the ultimate outcome of these matters, we currently believe that the final resolution of these actions, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.



























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Penney Intermediate Holdings LLC
Narrative Report


Three Months Ended July 31,2021Six Months Ended July 31,2021
($ in millions)ActualPlanB/(W)ActualPlanB/(W)
Total net sales$1895$1834$61$3488$3356$132
Credit income and other98821617415915
Total revenues1,993 1,916 77 3,662 3,515 147 
Cost and expenses/(income):
Cost of goods sold1,162 1,198 36 2,1412,234 93
Selling, general and administrative578 649 71 1,1361,253 117
Depreciation and amortization51 89 38 102176 74
Real estate and other, net(1)(2)(1)(6)(3)3
Restructuring, acquisition and transition33 24 2360 37
Total costs and expenses1,799 1,967 168 3,396 3,720 324
Operating income/(loss)194(51)245266(205)(471)
Net interest expense(25)(26)(50)(51)(1)
Income /(Loss) before income taxes169(77)246216 (256)(472)
Income tax expense5(5)80(8)
Net income/(loss)$164$(77)$241$44$(256)$(464)

Summary Results of Operations

Total net sales were $1.90 billion or $0.61 billion favorable for the three months ended July 31, 2021 and were $3.49 billion or $0.13 billion favorable for the six months ended July 31, 2021 when compared to Plan. Total net sales were impacted positively by the relaxation of COVID related restrictions and the delivery of stimulus checks. Favorable performance of credit income and other was due to timing that is expected to reverse in the second half of the year.

Cost of goods sold as a percent of total net sales were 61.3% and 61.4% for the three months and six months ended July 31, 2021, respectively outperforming Plan by $0.36 billion and $0.93 billion, respectively. Selling, general and administrative expenses were $0.58 billion or 30.5% of total net sales compared to Plan of 35.4% for the three months ended July 31, 2021 and $1.14 billion or 32.6% of total net sales compared to Plan of 37.3% for the six months ended July 31, 2021 due to lower store expenses and continued tight expense control. Depreciation and amortization were lower than Plan due to impact of purchase price accounting vs historical net book values.

Financial Condition and Liquidity

As of July 31, 2021, the borrowing base under the ABL was $1.33 billion with $1.09 billion excess availability after deducting $0.24 billion in letters of credit. There were no outstanding borrowings. Including cash and cash equivalents of $0.61 billion, the Company had $1.70 billion in total liquidity.




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Penney Intermediate Holdings LLC
Statement of Consolidated Adjusted EBITDA
For the Six Months Ended July 31, 2021

($ in millions)Six Months Ended July 31, 2021
Net Income$208 
Plus:
Interest expense50 
Income tax expense
Depreciation and amortization102 
Restructuring expenses
Acquisition and transition costs19 
Minus:
Gain on insurance proceeds received for damage to property(2)
Consolidated adjusted EBITDA$389 






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SECTION V
Definitions and Disclaimers




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Monthly Distribution Date Statement
Definitions
The following metrics apply to Quarterly Reporting only:

(A)    “Tenant’s Sales per Square Foot” is not a measure of the Trust’s financial performance and is provided solely for investors’ informational purposes based on the information that the Trust receives from the Tenant. This measure of operations is derived from sales information reported to the Trust by the Tenant in accordance with the retail master lease and/or distribution center master lease (each, a “Master Lease”), as applicable. The Trust and the Manager do not have the ability to verify the calculation of this information. The calculation of this information by the tenant may be different than how similar measures of operations might be calculated by others. Finally, the Trust is unable to reconcile “Tenant’s Sales per Square Foot” to a comparable GAAP financial measure because no reconciliation is provided for in the applicable Master Lease. Therefore, investors should be cautious about relying upon “Tenant’s Sales per Square Foot.”

(B)    “Tenant’s Four-Wall EBITDAR” is not a measure of the Trust’s financial performance and is provided solely for investors’ informational purposes based on the information that the Trust receives from the Tenant. This measure of operations is calculated in accordance with the [Master Lease] and is reported to the Trust by the tenant in accordance therewith. The Trust and the Manager do not have the ability to verify the calculation of this measure of operations. In addition, the calculation of “Tenant’s Four-Wall EBITDAR” in accordance with the applicable Master Lease may be different than how similar measures of operating statistic might be calculated by others. Finally, the Trust is unable to reconcile “Tenant’s Four-Wall EBITDAR” to a comparable GAAP financial measure because no reconciliation is provided for in the applicable Master Lease. Therefore, investors should be cautious about relying upon “Tenant’s Four-Wall EBITDAR.”





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Monthly Distribution Date Statement
Disclaimer
Forward-Looking Statements: This distribution statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on our beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward- looking statements, which speak only as of the date on which they are made. The most important factors that could prevent us from achieving the stated goals include, but are not limited to: (a) the severity, duration and geographical scope of the COVID-19 pandemic and the effects of the pandemic and measures intended to prevent its spread on our business, results of operations, cash flows and financial condition, including declines in rental revenues and increases in operating costs in the portfolio, deterioration in the financial conditions of the tenants and their ability to satisfy their payment obligations, increased risk of claims, litigation and regulatory proceedings and the ability of federal, state and local governments to respond to and manage the pandemic effectively; (b) the ability and willingness of the tenants, operators, managers and other third parties to satisfy their obligations under their respective contractual arrangements, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (c) the ability of the tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties; (d) macroeconomic conditions such as a disruption of or a lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations; (e) the nature and extent of future competition, including new construction in the markets in which the our properties are located; (f) the ability of the tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the properties; (g) the ability and willingness of the tenants to renew their leases upon expiration of the leases, the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event the we exercises our right to replace an existing tenant or manager; and (h) the other factors set forth in the our periodic filings with the Securities and Exchange Commission.

Non-GAAP Presentation: Certain of the financial measures presented in this distribution statement are non-GAAP financial measures, other metrics and other information. We believe that non-GAAP financial measures, other metrics and other information provide useful information to investors regarding our financial condition, result of operations and other matters. The non-GAAP financial measures, other metrics and information as presented in this distribution statement may be adjusted in management’s reasonable judgment as appropriate, taking into account a variety of circumstances, facts and conditions. These adjustments may be material and may or may not be specifically identified in footnotes or otherwise.
Our measures, metrics and other information (and the methodologies used to derive them) may not be comparable to those used by other companies. The foregoing language applies to (and supersedes if different from) the specific definitions contained herein. Readers are cautioned to refer to our periodic filings furnished to or filed with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are prepared in accordance with GAAP. This distribution statement and the information contained herein should be reviewed in conjunction with such filings.

SEC Reporting: The information in this distribution statement should be read in conjunction with our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our earnings press release and other information filed with, or furnished to, the SEC. You can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.ctltrust.net as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov. We routinely post important information on our website at www.ctltrust.net in the “Investors” section, including financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the SEC. The information on or connected to our website is not, and shall not be deemed to be, a part of, or incorporated into this distribution statement.




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