8-K

CBL & ASSOCIATES PROPERTIES INC (CBL)

8-K 2022-11-15 For: 2022-11-14
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Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2022

CBL & ASSOCIATES PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware 1-12494 62-1545718
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee 37421-6000
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 423 855-0001
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N/A
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value, with associated Stock Purchase Rights CBL New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2022, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2022. The Company's earnings release and supplemental financial and operating information for the third quarter ended September 30, 2022 is attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number Description
99.1 Earnings Release dated November 14, 2022 and Supplemental Financial and Operating Information - For the Three and Nine Months Ended September 30, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CBL & ASSOCIATES PROPERTIES, INC.
Date: November 15, 2022 By: /s/ Farzana Khaleel
Farzana Khaleel<br>Executive Vice President -<br>Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

img7069528_0.jpg

Earnings Release and

Supplemental Financial and Operating Information

For the Three and Nine Months Ended

September 30, 2022

img7069528_1.jpg

Earnings Release and Supplemental Financial and Operating Information

Table of Contents

Page
Earnings Release 1
Consolidated Statements of Operations 7
Reconciliations of Supplementary Non-GAAP Financial Measures:
Funds from Operations (FFO) 9
Same-center Net Operating Income (NOI) 13
Share of Consolidated and Unconsolidated Debt 16
Consolidated Balance Sheets 17
Condensed Combined Financial Statements - Unconsolidated Affiliates 18
Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows 19
Components of Rental Revenues 23
Schedule of Mortgage and Other Indebtedness 24
Schedule of Maturities 27
Property List 29
Operating Metrics by Collateral Pool 32
CBL & Associates HoldCo I, LLC Financial Statements 34
Leasing Activity and Average Annual Base Rents 35
Top 25 Tenants Based on Percentage of Total Annualized Revenues 37
Capital Expenditures 38
Development Activity 39
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans 40
News Release
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Contact: Katie Reinsmidt, EVP & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

CBL PROPERTIES REPORTS RESULTS FOR THIRD QUARTER 2022

Improved Operating Performance Drives Increase in Full-Year NOI Guidance

CHATTANOOGA, Tenn. (November 14, 2022) – CBL Properties (NYSE: CBL) announced results for the third quarter ended September 30, 2022. Financial results for the periods from January 1, 2021, through September 30, 2021, are referred to as those of the “Predecessor” period. Financial results for the period from January 1, 2022, through September 30, 2022, are referred to as those of the “Successor” period. Results of operations as reported in the consolidated financial statements for these periods are prepared in accordance with GAAP. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Net loss attributable to common shareholders $ (14,510 ) $ (41,720 )
Funds from Operations ("FFO") $ 49,494 $ 74,491
FFO, as adjusted (1) $ 59,001 $ 95,329
Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Net loss attributable to common shareholders $ (96,830 ) $ (77,365 )
Funds from Operations ("FFO") $ 115,402 $ 215,526
FFO, as adjusted (1) $ 176,348 $ 243,484

(1) For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company’s reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release.

KEY TAKEAWAYS:

• Ongoing increases in occupancy and improvement in lease spreads drive increased full-year expectations for NOI and narrows the range for FFO. 2022 FFO, as adjusted now expected in the range of $7.40 - $7.67 per diluted share vs. prior guidance of $7.18 - $7.67 per diluted share. 2022 same-center NOI guidance increased by $8.0 million to a range of $424.0 - $438.0 million.

• Portfolio occupancy as of September 30, 2022, was 90.5%. Portfolio occupancy was 88.4% as of September 30, 2021. Portfolio occupancy as of September 30, 2022, increased 210-basis points from the prior-year quarter-end and increased 100-basis points from June 30, 2022. Same-center occupancy for malls, lifestyle centers and outlet centers was 89.1% as of September 30, 2022. Same-center occupancy for malls, lifestyle centers and outlet centers was 86.7% as of September 30, 2021. The quarter-over-quarter improvement in same-center occupancy for malls, lifestyle centers and outlet centers was 240-basis points.

• Third quarter new and renewal comparable space leases for malls, lifestyle centers and outlet centers were signed at 5.2% higher average rents versus the prior leases, marking a notable reversal in trends.

• Same-center tenant sales per square foot for the trailing 12-months ended September 30, 2022, was $440. Same-center sales tenant per square foot for the trailing 12-months (excluding 2020) ended September 30, 2021, was $431. The year-over-year improvement in tenant sales per square foot was 2.1%.

• FFO, as adjusted, allocable to Operating Partnership common unitholders, for the three months ended September 30, 2022, was $59.0 million. FFO, as adjusted, allocable to Operating Partnership common unitholders was $95.3 million in the prior-year period. Interest payments on the senior secured notes and credit facility were not required to be made during the third quarter 2021, due to the Company’s bankruptcy filing on November 1, 2020.

• Same-center NOI for the three and nine months ended September 30, 2022, was $105.5 million and $322.9 million, respectively. Same-center NOI for the three and nine months ended September 30, 2021, was $113.5 million and $317.4 million, respectively. Same-center NOI declined 7% for the three months and increased 1.8% for the nine months ended September 30, 2022, from the prior year periods. NOI growth in the third quarter was impacted by a lower recovery of uncollectable revenues and increased operating expenses, primarily due to wage inflation.

• As of September 30, 2022, the Company had $335.7 million of unrestricted cash and marketable securities.

• CBL’s Board of Directors declared a $0.25 per share cash dividend for the second and third quarters of 2022, providing cash returns to shareholders.

“2022 has been an outstanding year for CBL, demonstrating the strength and resiliency of our portfolio and our company," said Stephen D. Lebovitz, CBL's chief executive officer. "We are pleased with our operating results in the third quarter, including 210-basis-point growth in quarter-over-quarter portfolio occupancy and our first quarter of overall positive lease spreads in several years, driving an increase in our full-year expectations for same-center NOI. Additionally, August and September sales growth was positive, a notable reversal of the year-to-date trend.

"Year-to-date, we completed over $1.1 billion in financing activity, significantly de-risking our balance sheet, reducing interest costs and increasing cash flow as we locked in favorable rates. As a result, we benefit from a simplified capital structure primarily comprised of non-recourse loans, a strong cash position, a pool of unencumbered assets and significant free cash flow. We are focused on maximizing shareholder returns and delivering capital to our shareholders through our dividend program. As announced, we expect to provide at least $1.00 per share of annualized regular cash dividends as well as a special dividend to be declared later this year. We are also committed to a highly disciplined approach to capital allocation as we evaluate opportunities to deploy capital at our properties as well as externally. We are in an ideal position to be selective and opportunistic.

"As we approach the holiday season, we are optimistic for a healthy close to 2022. Retailers are well stocked and aggressively promoting their business. Brick-and-mortar stores are a key ingredient to success in today’s retail world. Just a few weeks ago, we celebrated the grand opening of the new Von Maur premier fashion department store at West Towne Mall in Madison, Wisconsin. The community’s embrace of this opening is further evidence of the attraction of new and exciting stores and their power to drive traffic and sales. We are working on a number of value-enhancing projects across our portfolio, further demonstrating our expertise in delivering financially successful projects that create substantial value at the properties and for our company."

NON-GAAP FINANCIAL RESULTS

Net loss attributable to common shareholders for the three months ended September 30, 2022, was $14.5 million. Net loss for the three months ended September 30, 2021, was $41.7 million,

Net loss attributable to common shareholders for the nine months ended September 30, 2022, was $96.8 million. Net loss for the nine months ended September 30, 2021, was $77.4 million,

FFO, as adjusted, allocable to Operating Partnership common unitholders, for the three months ended September 30, 2022, was $59.0 million. FFO, as adjusted, allocable to Operating Partnership common unitholders was $95.3 million, for the three months ended September 30, 2021.

FFO, as adjusted, allocable to Operating Partnership common unitholders, for the nine months ended September 30, 2022, was $176.3 million. FFO, as adjusted, allocable to Operating Partnership common unitholders was $243.5 million, for the nine months ended September 30, 2021.

Same-center Net Operating Income (“NOI”) (1):

Successor   Predecessor
Three Months Ended September 30, 2022   Three Months Ended September 30, 2021
Total Revenues $ 161,218  $ 164,895
Total Expenses $ 55,671   $ 51,361
Total portfolio same-center NOI $ 105,547 $ 113,534
Estimate for uncollectable revenues (recovery) $ (302 ) $ (3,670 )

(1) CBL’s definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases.

Same-center NOI for the third quarter declined $8.0 million or 7.0% from the prior-year period. The decline was driven by a $3.7 million decline in total revenues and a $4.3 million increase in operating expenses. Revenues were unfavorably impacted by a $3.4 million variance in the total estimate for uncollectable revenues.

Successor   Predecessor
Nine Months Ended September 30, 2022   Nine Months Ended September 30, 2021
Total Revenues $ 484,232  $ 470,131
Total Expenses $ 161,298   $ 152,770
Total portfolio same-center NOI $ 322,933 $ 317,361
Estimate for uncollectable revenues (recovery) $ (3,719 ) $ 2,828

(1) CBL’s definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases.

Same-center NOI for nine months ended September 30, 2022, increased $5.6 million or 1.8% from the prior-year period. The increase was driven by a $14.1 million increase in total revenues, partially offset by an $8.5 million increase in operating expenses. Revenues were favorably impacted by a $6.5 million variance in the total estimate for uncollectable revenues.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

Successor Predecessor
As of September 30, As of September 30,
2022 2021
Total portfolio 90.5% 88.4%
Malls, Lifestyle Centers and Outlet Centers:
Total malls 88.7% 85.9%
Total lifestyle centers 90.6% 86.8%
Total outlet centers 90.9% 90.1%
Total same-center malls, lifestyle centers and outlet centers 89.1% 86.7%
All Other:
Total open-air centers 94.7% 94.7%
Total other 93.0% 98.7%

(1) Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied.

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:

% Change in Average Gross Rent Per Square Foot:
Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2022 2022
Stabilized Malls, Lifestyle Centers and Outlet Centers 5.2% (6.3)%
New leases 85.3% 14.3%
Renewal leases (2.3)% (9.1)%

Same-Center Sales Per Square Foot for In-line Tenants 10,000 Square Feet or Less(1):

Successor Predecessor
Sales Per Square Foot for the Trailing Twelve Months Ended September 30, Sales Per Square Foot for the Trailing Twelve Months Ended September 30,
2022 2021 (1)
Mall, Lifestyle Center and Outlet Center same-center sales per square foot $ 440 $ 431

(1) Due to the temporary property closures that occurred during 2020 related to COVID-19, the majority of our tenants did not report sales for the full reporting period. As a result, we are not able to provide a complete measure of sales per square foot for the periods in the year ended December 31, 2020. Sales per square foot for the trailing twelve months ended September 30, 2021, is comprised of tenant sales reported for the periods October 1 through December 31, 2019, and January 1 through September 30, 2021.

Same-center tenant sales per square foot for the trailing twelve months ended September 30, 2022, increased 2.1% as compared with the trailing twelve months ended September 30, 2021 (excludes 2020). Same-center tenant sales per square foot for the third quarter 2022, was $105.41. Same-center tenant sales per square foot for the third quarter 2021, was $107.32. Same-center tenant sales for the third quarter 2022 declined 1.8% as compared with the prior-year period.

DIVIDEND

On November 10, 2022, CBL’s Board of Directors declared a regular quarterly cash dividend for the three months ended December 31, 2022, of $0.25 per share. The dividend, which equates to an annual dividend payment of $1.00 per share, is payable on December 30, 2022, to shareholders of record as of December 1, 2022.

Additionally on November 10th, CBL announced that based on refined tax projections for the twelve months ending December 31, 2022, CBL expects to distribute a special one-time dividend in the range of $65 to $85 million to meet minimum distribution requirements. The exact amount of the special dividend will be determined by CBL’s Board of Directors before year-end and will be subject to the Board’s ongoing review of the Company’s tax projections over the remainder of the year in relation to current projections. Subject to IRS guidelines, the special dividend may be distributed in all cash or in a combination of cash and common stock, as determined at the time by CBL’s Board of Directors.

FINANCING ACTIVITY

Year-to-date, CBL completed more than $1.1 billion in financing activity. Details of financings completed in the third quarter 2022 and subsequent are outlined below.

During the third quarter, CBL completed the modification and extensions of the loan secured by Parkdale Mall in Beaumont, TX ($64.2 million). The loan was extended to March 2026, at the existing interest rate of 5.85%.

In October, CBL finalized the modification of the loan secured by Southpark Mall in Richmond, VA ($54.4 million). The loan was extended through June 2026 at the existing interest rate of 4.85%.

Additionally in October, the modification of the $35.2 million recourse loan secured by The Outlet Shoppes at Gettysburg in Gettysburg, PA was completed. The loan balance was reduced to $21.0 million ($10.5 million at CBL's share), and the loan was converted to non-recourse.

In August, CBL conveyed Asheville Mall in Asheville, NC, to the lender in exchange for cancelation of the $62.1 million loan secured by the property. In September, the foreclosure of Eastgate Mall in Cincinnati, OH, and in October, the foreclosure of Greenbrier Mall in Chesapeake, VA, were completed in satisfaction of an aggregate $91.6 million of loans. CBL is cooperating with a foreclosure or conveyance of Westgate Mall in Spartanburg, SC, ($29.6 million) and Alamance Crossing East in Burlington, NC, ($41.7 million) and anticipates both properties will be placed into receivership imminently. The foreclosures or conveyances of Westgate Mall, Alamance Crossing East and Greenbrier Mall result in a total of approximately $132.9 million of debt that will be removed from CBL’s pro rata share of total debt. The three loans generate an estimated debt yield of approximately 10%. CBL does not recognize earnings or receive cash flow from the properties in receivership.

In October, CBL completed a short-term extension to January 2023 for the loan secured by Cross Creek Mall in Fayetteville, NC ($98.7 million). CBL is in discussions with the lender for a two-year extension/modification of the loan, which it anticipates closing before year-end. CBL is also in discussions with the lender for a potential extension/modification of the loan secured by West County Center located in St. Louis, MO ($81.5 million at CBL’s share).

DISPOSITIONS

During the third quarter 2022, CBL completed the sale of three land parcels for $6.2 million. Year-to-date, CBL has grossed more than $9.4 million from dispositions.

REDEVELOPMENT ACTIVITY

On Saturday, October 15, CBL celebrated the opening of the Von Maur premier fashion department store at West Towne Mall in Madison, Wisconsin. The more than 82,000-square-foot store opened in the former Boston Store location and is one of only two department store openings in the country this year.

Detailed project information is available in CBL’s Financial Supplement for Q3 2022, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

OUTLOOK AND GUIDANCE

After incorporating results for the third quarter 2022, CBL is providing updated guidance for 2022 for FFO, as adjusted, in the range of $229.0 million - $237.0 million or $7.40 - $7.67 per diluted share. The assumption for same-center NOI for the year increased by $8.0 million at both the high and low end, to the range of $424.0 million to $438.0 million. The improved expectations are primarily as a result of better than anticipated leasing results and occupancy growth.

Key Guidance Assumptions:

Low High
2022 FFO, as adjusted 229 million 237 million
2022 FFO, as adjusted, per share
Weighted Average Common Shares Outstanding 30.9 million 30.9 million
2022 Same-Center NOI ("SC NOI") 424 million 438 million
2022 Change in Same-Center NOI )% )%

All values are in US Dollars.

Reconciliation of GAAP Earnings Per Share to 2022 FFO, as Adjusted, Per Share:

Low High
Expected diluted earnings per common share $ (4.83 ) $ (4.56 )
Depreciation and amortization 9.57 9.57
Debt discount accretion, net of noncontrolling interests' share 5.68 5.68
Loss on Impairment 0.01 0.01
Gain on depreciable property (0.02 ) (0.02 )
Adjustment for unconsolidated affiliates with negative investment (1.17 ) (1.17 )
Non-cash default interest expense (0.64 ) (0.64 )
Gain on deconsolidated (1.17 ) (1.17 )
Adjustment for litigation settlement (0.02 ) (0.02 )
Reorganization item, net (0.01 ) (0.01 )
Expected FFO, as adjusted, per diluted, fully converted common share $ 7.40 $ 7.67

2022 Estimate of Capital Items:

Low High
2022 Estimated Deferred Maintenance/Tenant Allowances $35 million $45 million
2022 Estimated Development/Redevelopment Expenditures $10 million $20 million
2022 Estimated Principal Amortization (Including Est. Term Loan ECF) $85 million $105 million
Total Estimate $130 million $170 million

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the

noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.

In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The Company then applies a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to its common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release for a description of these adjustments.

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

The Company computes NOI based on the Operating Partnership’s pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

Pro Rata Share of Debt

The Company presents debt based on the carrying value of its pro rata ownership share (including the carrying value of the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.

Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
REVENUES:
Rental revenues $ 131,642 $ 145,539
Management, development and leasing fees 1,783 1,780
Other 2,855 3,056
Total revenues 136,280 150,375
EXPENSES:
Property operating (24,390 ) (23,818 )
Depreciation and amortization (61,050 ) (46,479 )
Real estate taxes (13,880 ) (13,957 )
Maintenance and repairs (10,272 ) (9,482 )
General and administrative (14,625 ) (13,502 )
Loss on impairment (63,160 )
Litigation settlement 36 89
Other (104 )
Total expenses (124,181 ) (170,413 )
OTHER INCOME (EXPENSES):
Interest and other income 152 510
Interest expense (37,652 ) (19,039 )
Loss on available-for-sale securities (39 )
Gain on sales of real estate assets 3,528 8,684
Reorganization items, net 1,220 (12,008 )
Income tax (provision) benefit (2,422 ) 1,234
Equity in earnings (losses) of unconsolidated affiliates 5,702 (2,224 )
Total other expenses (29,511 ) (22,843 )
Net loss (17,412 ) (42,881 )
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership (25 ) 1,085
Other consolidated subsidiaries 3,143 76
Net loss attributable to the Company (14,294 ) (41,720 )
Dividends allocable to unvested restricted stock (216 )
Net loss attributable to common shareholders $ (14,510 ) $ (41,720 )
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders $ (0.47 ) $ (0.21 )
Weighted-average common and potential dilutive common shares outstanding 30,973 196,454

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
REVENUES:
Rental revenues $ 398,806 $ 405,030
Management, development and leasing fees 5,338 4,888
Other 9,256 10,202
Total revenues 413,400 420,120
EXPENSES:
Property operating (69,046 ) (65,243 )
Depreciation and amortization (194,469 ) (142,090 )
Real estate taxes (42,569 ) (45,618 )
Maintenance and repairs (31,068 ) (29,047 )
General and administrative (51,149 ) (37,383 )
Loss on impairment (252 ) (120,342 )
Litigation settlement 182 890
Other (834 ) (391 )
Total expenses (389,205 ) (439,224 )
OTHER INCOME (EXPENSES):
Interest and other income 1,216 2,038
Interest expense (183,428 ) (65,468 )
Gain on deconsolidation 36,250 55,131
Loss on available-for-sale securities (39 )
Gain on sales of real estate assets 3,547 8,492
Reorganization items, net 262 (52,014 )
Income tax provision (2,751 ) (222 )
Equity in earnings (losses) of unconsolidated affiliates 16,308 (9,575 )
Total other expenses (128,635 ) (61,618 )
Net loss (104,440 ) (80,722 )
Net loss attributable to noncontrolling interests in:
Operating Partnership 34 2,013
Other consolidated subsidiaries 8,002 1,344
Net loss attributable to the Company (96,404 ) (77,365 )
Dividends allocable to unvested restricted stock (426 )
Net loss attributable to common shareholders $ (96,830 ) $ (77,365 )
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders $ (3.26 ) $ (0.39 )
Weighted-average common and potential dilutive common shares outstanding 29,725 196,474

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Net loss attributable to common shareholders $ (14,510 ) $ (41,720 )
Noncontrolling interest in income (loss) of Operating Partnership 25 (1,085 )
Depreciation and amortization expense of:
Consolidated properties 61,050 46,479
Unconsolidated affiliates 3,665 13,480
Non-real estate assets (123 ) (416 )
Dividends allocable to unvested restricted stock 216
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (829 ) (571 )
Loss on impairment 63,160
Gain on depreciable property (4,836 )
FFO allocable to Operating Partnership common unitholders 49,494 74,491
Debt discount accretion, net of noncontrolling interests' share (1) 25,425
Adjustment for unconsolidated affiliates with negative investment (2) (13,116 )
Litigation settlement (3) (36 ) (89 )
Non-cash default interest expense (4) (1,585 ) 8,919
Loss on available-for-sale securities 39
Reorganization items, net (5) (1,220 ) 12,008
FFO allocable to Operating Partnership common unitholders, as adjusted $ 59,001 $ 95,329
FFO per diluted share $ 1.55 $ 0.37
FFO, as adjusted, per diluted share $ 1.85 $ 0.47
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 31,831 201,559

(1) In conjunction with fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted over the terms of the respective mortgage notes payable using the effective interest method.

(2) Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero.

(3) Represents a credit to litigation settlement expense in each of the three-month periods ended September 30, 2022 and 2021 related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.

(4) The three months ended September 30, 2022 includes the reversal of default interest expense when waivers or forbearance agreements were obtained. The three months ended September 30, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing bankruptcy, as well as loans secured by properties that remain in default due to the Company filing bankruptcy.

(5) Represents costs incurred subsequent to the Company filing bankruptcy associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees expensed in accordance with ASC 852.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)

Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Net loss attributable to common shareholders $ (96,830 ) $ (77,365 )
Noncontrolling interest in loss of Operating Partnership (34 ) (2,013 )
Depreciation and amortization expense of:
Consolidated properties 194,469 142,090
Unconsolidated affiliates 21,004 40,466
Non-real estate assets (524 ) (1,448 )
Dividends allocable to unvested restricted stock 426
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (2,666 ) (1,710 )
Loss on impairment, net of taxes 186 120,342
Gain on depreciable property (629 ) (4,836 )
FFO allocable to Operating Partnership common unitholders 115,402 215,526
Debt discount accretion, net of noncontrolling interests' share (1) 153,924
Adjustment for unconsolidated affiliates with negative investment (2) (36,123 )
Senior secured notes fair value adjustment (3) (395 )
Litigation settlement (4) (182 ) (890 )
Non-cash default interest expense (5) (19,805 ) 31,965
Gain on deconsolidation (6) (36,250 ) (55,131 )
Loss on available-for-sale securities 39
Reorganization items, net (7) (262 ) 52,014
FFO allocable to Operating Partnership common unitholders, as adjusted $ 176,348 $ 243,484
FFO per diluted share $ 3.78 $ 1.07
FFO, as adjusted, per diluted share $ 5.77 $ 1.21
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 30,568 201,587

(1) In conjunction with fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted over the terms of the respective mortgage notes payable using the effective interest method.

(2) Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero.

(3) Represents the fair value adjustment recorded on the senior secured notes as interest expense.

(4) Represents a credit to litigation settlement expense in each of the nine-month periods ended September 30, 2022 and 2021 related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.

(5) The nine months ended September 30, 2022 includes the reversal of default interest expense when waivers or forbearance agreements were obtained. The nine months ended September 30, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing bankruptcy, as well as loans secured by properties that remain in default due to the Company filing bankruptcy.

(6) For the nine months ended September 30, 2022, the Successor Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the nine months ended September 30, 2021, the Predecessor Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

(7) Represents costs incurred subsequent to the Company filing bankruptcy associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees expensed in accordance with ASC 852.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Diluted EPS attributable to common shareholders $ (0.47 ) $ (0.21 )
Add amounts per share included in FFO:
Unvested restricted stock 0.02
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from<br>   consolidated properties, unconsolidated affiliates, non-real estate<br>   assets and excluding amounts allocated to noncontrolling <br>   interests 2.00 0.29
Loss on impairment 0.31
Gain on depreciable property (0.02 )
FFO per diluted share $ 1.55 $ 0.37
Successor Predecessor
--- --- --- --- --- --- ---
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Diluted EPS attributable to common shareholders $ (3.26 ) $ (0.39 )
Add amounts per share included in FFO:
Unvested restricted stock 0.09
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from<br>   consolidated properties, unconsolidated affiliates, non-real estate<br>   assets and excluding amounts allocated to noncontrolling <br>   interests 6.96 0.89
Loss on impairment, net of taxes 0.01 0.59
Gain on depreciable property (0.02 ) (0.02 )
FFO per diluted share $ 3.78 $ 1.07

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees $ 1,572 $ 2,051
Straight-line rental income adjustment $ 2,058 $ 2,711
Gain on outparcel sales, net of taxes $ 3,561 $ 3,864
Net amortization of acquired above- and below-market leases $ (5,438 ) $ 60
Income tax benefit (provision) $ (2,422 ) $ 1,234
Abandoned projects expense $ $ (104 )
Interest capitalized $ 156 $
Estimate of uncollectable revenues $ (368 ) $ 4,348
Successor Predecessor
--- --- --- --- --- --- ---
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees $ 4,020 $ 3,329
Straight-line rental income adjustment $ 9,400 $ (1,146 )
Gain on outparcel sales, net of taxes $ 3,580 $ 3,655
Net amortization of acquired above- and below-market leases $ (16,487 ) $ 185
Income tax provision $ (2,751 ) $ (222 )
Abandoned projects expense $ (834 ) $ (391 )
Interest capitalized $ 531 $ 32
Estimate of uncollectable revenues $ 3,850 $ (6,561 )
Successor Predecessor
As of September 30, As of September 30,
2022 2021
Straight-line rent receivable $ 12,343 $ 50,609

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Dollars in thousands)

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Net loss $ (17,412 ) $ (42,881 )
Adjustments:
Depreciation and amortization 61,050 46,479
Depreciation and amortization from unconsolidated affiliates 3,665 13,480
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (829 ) (571 )
Interest expense 37,652 19,039
Interest expense from unconsolidated affiliates 25,297 10,647
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (2,688 ) (663 )
Abandoned projects expense 104
Gain on sales of real estate assets (3,528 ) (8,684 )
Gain on sales of real estate assets of unconsolidated affiliates (33 ) (70 )
Adjustment for unconsolidated affiliates with negative investment (13,116 )
Loss on available-for-sale securities 39
Loss on impairment 63,160
Litigation settlement (36 ) (89 )
Reorganization items, net (1,220 ) 12,008
Income tax provision (benefit) 2,422 (1,234 )
Lease termination fees (1,572 ) (2,051 )
Straight-line rent and above- and below-market lease amortization 3,380 (2,771 )
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 3,143 76
General and administrative expenses 14,625 13,502
Management fees and non-property level revenues (683 ) (1,344 )
Operating Partnership's share of property NOI 110,156 118,137
Non-comparable NOI (4,609 ) (4,603 )
Total same-center NOI (1)(2) $ 105,547 $ 113,534

(1) CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of September 30, 2022, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending September 30, 2022. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

(2) Same-center NOI of the successor company was $105,547 for the three months ended September 30, 2022. Same-center NOI of the predecessor company was $113,534 for the three months ended September 30, 2021. Same-center NOI of the successor company was 7.0% lower for the three months ended September 30, 2022.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Dollars in thousands)

Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Net loss $ (104,440 ) $ (80,722 )
Adjustments:
Depreciation and amortization 194,469 142,090
Depreciation and amortization from unconsolidated affiliates 21,004 40,466
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (2,666 ) (1,710 )
Interest expense 183,428 65,468
Interest expense from unconsolidated affiliates 65,454 31,008
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (7,783 ) (2,508 )
Abandoned projects expense 834 391
Gain on sales of real estate assets (3,547 ) (8,492 )
Gain on sales of real estate assets of unconsolidated affiliates (662 ) (70 )
Adjustment for unconsolidated affiliates with negative investment (36,123 )
Gain on deconsolidation (36,250 ) (55,131 )
Loss on available-for-sale securities 39
Loss on impairment 252 120,342
Litigation settlement (182 ) (890 )
Reorganization items, net (262 ) 52,014
Income tax provision 2,751 222
Lease termination fees (4,020 ) (3,329 )
Straight-line rent and above- and below-market lease amortization 7,087 961
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 8,002 1,344
General and administrative expenses 51,149 37,383
Management fees and non-property level revenues (1,798 ) (7,135 )
Operating Partnership's share of property NOI 336,736 331,702
Non-comparable NOI (13,803 ) (14,341 )
Total same-center NOI (1)(2) $ 322,933 $ 317,361

(1) CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of September 30, 2022, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending September 30, 2022. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

(2) Same-center NOI of the successor company was $322,933 for the nine months ended September 30, 2022. Same-center NOI of the predecessor company was $317,361 for the nine months ended September 30, 2021. Same-center NOI of the successor company was 1.8% higher for the nine months ended September 30, 2022.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Continued)

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Malls $ 73,562 $ 81,716
Outlet centers 4,604 4,189
Lifestyle centers 8,695 8,732
Open-air centers 13,534 13,369
Outparcels and other 5,152 5,528
Total same-center NOI (1) $ 105,547 $ 113,534
Successor Predecessor
--- --- --- --- ---
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Malls $ 226,968 $ 225,802
Outlet centers 13,450 12,180
Lifestyle centers 26,525 25,259
Open-air centers 39,793 37,931
Outparcels and other 16,197 16,189
Total same-center NOI (1) $ 322,933 $ 317,361

(1) CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of September 30, 2022, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending September 30, 2022. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

As of September 30, 2022 (Successor)
Fixed Rate Variable<br>Rate Total per<br>Debt<br>Schedule Unamortized<br>Deferred<br>Financing<br>Costs Unamortized<br>Debt<br>Discounts (1) Total
Consolidated debt $ 1,049,307 $ 1,074,839 $ 2,124,146 $ (16,621 ) $ (90,821 ) $ 2,016,704
Noncontrolling interests' share of consolidated debt (32,594 ) (13,493 ) (46,087 ) 85 13,548 (32,454 )
Company's share of unconsolidated affiliates' debt 624,670 73,356 698,026 (2,294 ) 695,732
Other debt (2) 61,647 61,647 61,647
Company's share of consolidated, unconsolidated and other debt $ 1,703,030 $ 1,134,702 $ 2,837,732 $ (18,830 ) $ (77,273 ) $ 2,741,629
Weighted-average interest rate 4.85 % 5.53 % 5.12 %
As of September 30, 2021 (Predecessor)
Fixed Rate Variable<br>Rate Total per<br>Debt<br>Schedule Unamortized<br>Deferred<br>Financing<br>Costs Unamortized<br>Debt<br>Discounts (1) Total
Consolidated debt (3) $ 2,330,175 $ 1,181,787 $ 3,511,962 $ (3,202 ) $ $ 3,508,760
Noncontrolling interests' share of consolidated debt (29,563 ) (29,563 ) 225 (29,338 )
Company's share of unconsolidated affiliates' debt 615,166 127,337 742,503 (2,404 ) 740,099
Other debt (2) 138,926 138,926 138,926
Company's share of consolidated and unconsolidated debt $ 3,054,704 $ 1,309,124 $ 4,363,828 $ (5,381 ) $ $ 4,358,447
Weighted-average interest rate 5.04 % 8.52 % (4) 6.09 %

(1) In conjunction with fresh start accounting, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount on the Effective Date. The debt discount is accreted over the term of the respective debt using the effective interest method.

(2) Represents the outstanding loan balance for properties that were deconsolidated due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

(3) Includes $2,489,676 of liabilities subject to compromise.

(4) The administrative agent informed the Company that interest would accrue on all outstanding obligations at the post-default rate, which was equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate on September 30, 2021 was 9.50%.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

December 31,<br>2021
ASSETS
Real estate assets:
Land 598,201 $ 599,283
Buildings and improvements 1,188,200 1,173,106
1,786,401 1,772,389
Accumulated depreciation (107,462 ) (19,939 )
1,678,939 1,752,450
Developments in progress 5,343 16,665
Net investment in real estate assets 1,684,282 1,769,115
Cash and cash equivalents 85,754 169,554
Available-for-sale securities - at fair value (amortized cost of 249,638 and 149,999 as of September 30, 2022 and December 31, 2021, respectively) 249,912 149,996
Receivables:
Tenant 32,290 25,190
Other 3,441 4,793
Investments in unconsolidated affiliates 81,805 103,655
In-place leases, net 277,443 384,705
Above market leases, net 186,652 234,286
Intangible lease assets and other assets 125,248 104,685
2,726,827 $ 2,945,979
LIABILITIES AND EQUITY
Mortgage and other indebtedness, net 2,016,704 $ 1,813,209
10% senior secured notes - at fair value (carrying amount of 395,000 as of December 31, 2021) 395,395
Below market leases, net 121,741 151,871
Accounts payable and accrued liabilities 149,007 184,404
Total liabilities 2,287,452 2,544,879
Shareholders' equity:
Common stock, .001 par value, 200,000,000 shares authorized, 31,834,178 and 20,774,716 issued and outstanding in 2022 and 2021, respectively 32 21
Additional paid-in capital 708,768 547,726
Accumulated other comprehensive income (loss) 274 (3 )
Accumulated deficit (263,862 ) (151,545 )
Total shareholders' equity 445,212 396,199
Noncontrolling interests (5,837 ) 4,901
Total equity 439,375 401,100
2,726,827 $ 2,945,979

All values are in US Dollars.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)

September 30, 2022 December 31, 2021
ASSETS:
Investment in real estate assets $ 1,986,409 $ 2,364,154
Accumulated depreciation (816,218 ) (934,374 )
1,170,191 1,429,780
Developments in progress 8,802 7,288
Net investment in real estate assets 1,178,993 1,437,068
Other assets 192,930 188,683
Total assets $ 1,371,923 $ 1,625,751
LIABILITIES:
Mortgage and other indebtedness, net $ 1,403,629 $ 1,452,794
Other liabilities 52,707 64,598
Total liabilities 1,456,336 1,517,392
OWNERS' EQUITY:
The Company 2,541 102,792
Other investors (86,954 ) 5,567
Total owners' equity (deficit) (84,413 ) 108,359
Total liabilities and owners’ equity $ 1,371,923 $ 1,625,751
Three Months Ended September 30, Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2022 2021 2022 2021
Total revenues $ 64,656 $ 65,482 $ 193,944 $ 181,985
Depreciation and amortization (19,133 ) (23,570 ) (55,739 ) (70,015 )
Operating expenses (22,279 ) (22,365 ) (66,212 ) (62,604 )
Interest and other income 335 329 1,000 1,068
Interest expense (16,594 ) (23,465 ) (36,239 ) (67,042 )
Gain on extinguishment of debt 41,331 41,331
Gain on sales of real estate assets 383 3,293 383
Net income (loss) $ 48,316 $ (3,206 ) $ 81,378 $ (16,225 )
Company's Share for the Period Company's Share for the Period
Successor Predecessor Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Total revenues $ 32,323 $ 32,093 $ 96,973 $ 91,099
Depreciation and amortization (13,318 ) (13,480 ) (41,912 ) (40,466 )
Operating expenses (11,039 ) (10,490 ) (31,659 ) (30,001 )
Interest and other income 231 230 693 731
Interest expense (25,297 ) (10,647 ) (65,454 ) (31,008 )
Negative investment adjustment 22,769 57,031
Loss on impairment (26 )
Gain on sales of real estate assets 33 70 662 70
Net income (loss) $ 5,702 $ (2,224 ) $ 16,308 $ (9,575 )

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, abandoned projects expense, reorganization items, adjustments related to unconsolidated affiliates, losses on available-for-sale securities and litigation settlement.

The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income, cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.

Ratio of Adjusted EBITDAre to Interest Expense

(Dollars in thousands)

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Net loss $ (17,412 ) $ (42,881 )
Depreciation and amortization 61,050 46,479
Depreciation and amortization from unconsolidated affiliates 3,665 13,480
Interest expense 37,652 19,039
Interest expense from unconsolidated affiliates 25,297 10,647
Income taxes 2,290 (892 )
Loss on impairment 63,160
Gain on depreciable property (4,836 )
EBITDAre (1) 112,542 104,196
Loss on available-for-sale securities 39
Reorganization items, net (2) (1,220 ) 12,008
Litigation settlement (36 ) (89 )
Abandoned projects expense 104
Adjustment for unconsolidated affiliates with negative investment (13,116 )
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 3,143 76
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (829 ) (571 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (2,688 ) (663 )
Company's share of Adjusted EBITDAre $ 97,835 $ 115,061

(1) Includes $3,561 and $3,918 for the three months ended September 30, 2022 and 2021, respectively, related to sales of non-depreciable real estate assets.

(2) The predecessor period has been adjusted to reflect reorganizations items, net, to conform to the current period presentation.

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Interest Expense:
Interest expense $ 37,652 $ 19,039
Interest expense from unconsolidated affiliates 25,297 10,647
Debt discount accretion, net of noncontrolling interests' share (25,425 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (813 ) (663 )
Company's share of interest expense $ 36,711 $ 29,023
Ratio of Adjusted EBITDAre to Interest Expense 2.7 x 4.0 x

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Company's share of Adjusted EBITDAre $ 97,835 $ 115,061
Interest expense (37,652 ) (19,039 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries 2,688 663
Reorganization items, net 1,220 (12,008 )
Income taxes (2,290 ) 892
Net amortization of deferred financing costs, debt premiums and discounts 10,746 275
Net amortization of intangible lease assets and liabilities 5,455 188
Depreciation and interest expense from unconsolidated affiliates (28,962 ) (24,127 )
Adjustment for unconsolidated affiliates with negative investment 13,116
Litigation settlement 36 89
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries 829 571
Net loss attributable to noncontrolling interests in other consolidated subsidiaries (3,143 ) (76 )
Gain on outparcel sales (3,528 ) (3,848 )
Gain on insurance proceeds (2 )
Equity in (earnings) losses of unconsolidated affiliates (5,702 ) 2,224
Distributions of earnings from unconsolidated affiliates 5,602 7,806
Share-based compensation expense 2,855 338
Change in estimate of uncollectable revenues (944 ) (6,593 )
Change in deferred tax assets 358
Changes in operating assets and liabilities 7,214 9,827
Cash flows provided by operating activities $ 65,731 $ 72,243

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Ratio of Adjusted EBITDAre to Interest Expense

(Dollars in thousands)

Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Net loss $ (104,440 ) $ (80,722 )
Depreciation and amortization 194,469 142,090
Depreciation and amortization from unconsolidated affiliates 21,004 40,466
Interest expense 183,428 65,468
Interest expense from unconsolidated affiliates 65,454 31,008
Income taxes 2,892 1,231
Loss on impairment 252 120,342
Gain on depreciable property (629 ) (4,836 )
Gain on deconsolidation (36,250 ) (55,131 )
EBITDAre (1) 326,180 259,916
Loss on available-for-sale securities 39
Reorganization items, net (2) (262 ) 52,014
Litigation settlement (182 ) (890 )
Abandoned projects expense 834 391
Adjustment for unconsolidated affiliates with negative investment (36,123 )
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 8,002 1,344
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (2,666 ) (1,710 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (7,783 ) (2,508 )
Company's share of Adjusted EBITDAre $ 288,039 $ 308,557

(1) Includes $3,580 and $3,726 for the nine months ended September 30, 2022 and 2021, respectively, related to sales of non-depreciable real estate assets.

(2) The predecessor period has been adjusted to reflect reorganizations items, net, to conform to the current period presentation.

Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Interest Expense:
Interest expense $ 183,428 $ 65,468
Interest expense from unconsolidated affiliates 65,454 31,008
Debt discount accretion, net of noncontrolling interests' share (153,924 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (2,230 ) (2,508 )
Company's share of interest expense $ 92,728 $ 93,968
Ratio of Adjusted EBITDAre to Interest Expense 3.1 x 3.3 x

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Successor Predecessor
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Company's share of Adjusted EBITDAre $ 288,039 $ 308,557
Interest expense (183,428 ) (65,468 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries 7,783 2,508
Reorganization items, net 262 (52,014 )
Income taxes (2,892 ) (1,231 )
Net amortization of deferred financing costs, premiums on available-for-sale securities, debt premiums and discounts 109,669 1,771
Net amortization of intangible lease assets and liabilities 16,533 573
Depreciation and interest expense from unconsolidated affiliates (86,458 ) (71,474 )
Gain on depreciable property from unconsolidated affiliates 629
Adjustment for unconsolidated affiliates with negative investment 36,123
Litigation settlement 182 890
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries 2,666 1,710
Net loss attributable to noncontrolling interests in other consolidated subsidiaries (8,002 ) (1,344 )
Gain on outparcel sales (3,547 ) (3,656 )
Gain on insurance proceeds (805 )
Equity in (earnings) losses of unconsolidated affiliates (16,308 ) 9,575
Distributions of earnings from unconsolidated affiliates 18,185 14,482
Share-based compensation expense 8,416 1,077
Change in estimate of uncollectable revenues (3,643 ) 8,362
Change in deferred tax assets (976 )
Changes in operating assets and liabilities (28,608 ) 47,852
Cash flows provided by operating activities $ 153,820 $ 202,170

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Components of Consolidated Rental Revenues

The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Minimum rents $ 98,039 $ 104,391
Percentage rents 3,404 3,685
Other rents 1,742 1,508
Tenant reimbursements 27,911 29,547
Estimate of uncollectable amounts 546 6,408
Total rental revenues $ 131,642 $ 145,539
Successor Predecessor
--- --- --- --- --- ---
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Minimum rents $ 293,367 $ 307,358
Percentage rents 12,497 10,100
Other rents 5,700 4,030
Tenant reimbursements 83,780 92,664
Estimate of uncollectable amounts 3,462 (9,122 )
Total rental revenues $ 398,806 $ 405,030

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands)

Property Location Non-<br>controlling<br>Interest % Original<br>Maturity<br>Date Optional<br>Extended<br>Maturity<br>Date Interest<br>Rate Balance as of September 30, 2022 Balance
Fixed Variable
Operating Properties:
Alamance Crossing (1)(2) Burlington, NC Jul-21 5.83 % $ 41,708 $ 41,708 $
Southpark Mall (3) Colonial Heights, VA Jun-22 4.85 % 54,417 54,417
WestGate Mall (1)(2) Spartanburg, SC Jul-22 4.99 % 29,560 29,560
Cross Creek Mall (4)(5) Fayetteville, NC Oct-22 4.54 % 98,662 98,662
Fayette Mall (6) Lexington, KY May-23 May-26 4.25 % 129,580 129,580
The Outlet Shoppes at Laredo Laredo, TX Jun-23 Jun-24 5.81 % 38,550 38,550
Brookfield Square Anchor Redevelopment Brookfield, WI Dec-23 Dec-24 5.46 % 18,465 18,465
Volusia Mall Daytona Beach, FL May-24 4.56 % 41,647 41,647
The Outlet Shoppes at Gettysburg (7) Gettysburg, PA Oct-25 4.80 % 35,209 35,209
Parkdale Mall & Crossing Beaumont, TX Mar-26 5.85 % 64,242 64,242
Northwoods Mall North Charleston, SC Apr-26 5.08 % 59,034 59,034
Arbor Place Atlanta (Douglasville), GA May-26 5.10 % 99,042 99,042
Hamilton Place Chattanooga, TN Jun-26 4.36 % 94,568 94,568
Jefferson Mall (8) Louisville, KY Jun-26 4.75 % 56,638 56,638
Open-air centers and outparcels loan (9) Jun-27 Jun-29 6.78 % 360,000 180,000 180,000
Hamilton Place open-air centers secured loan Jun-32 5.85 % 65,000 65,000
Total Loans On Operating Properties 1,286,322 1,049,307 237,015
Weighted-average interest rate 5.46 % 5.25 % 6.39 %
Corporate Debt:
Secured term loan Nov-25 Nov-26/Nov-27 5.31 % 837,824 837,824
Total Consolidated Debt $ 2,124,146 (10) $ 1,049,307 $ 1,074,839
Weighted-average interest rate 5.40 % 5.25 % 5.55 %
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Northgate Mall Developments (Sears) (11) Chattanooga, TN Nov-22 7.00 % $ 1,481 $ $ 1,481
West County Center Des Peres, MO Dec-22 3.40 % 81,509 81,509
Northgate Mall Developments (JC Penney) (12) Chattanooga, TN Feb-23 6.75 % 827 827
Friendly Center Greensboro, NC Apr-23 3.48 % 43,198 43,198
The Shops at Friendly Center Greensboro, NC Apr-23 3.34 % 30,000 30,000
The Outlet Shoppes of the Bluegrass - Phase II Simpsonville, KY Apr-23 7.01 % 7,647 7,647
The Outlet Shoppes at Atlanta Woodstock, GA Nov-23 4.90 % 33,523 33,523
The Outlet Shoppes at Atlanta - Phase II Woodstock, GA Nov-23 5.06 % 4,388 4,388
Coastal Grand Myrtle Beach, SC Aug-24 4.09 % 50,328 50,328
Coastal Grand Outparcel Myrtle Beach, SC Aug-24 4.09 % 2,428 2,428
Coastal Grand - Dick's Sporting Goods Myrtle Beach, SC Nov-24 5.05 % 3,438 3,438
Property Location Non-<br>controlling<br>Interest % Original<br>Maturity<br>Date Optional<br>Extended<br>Maturity<br>Date Interest<br>Rate Balance as of September 30, 2022 Balance
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Fixed Variable
Hamilton Place Aloft Hotel Chattanooga, TN Nov-24 5.08 % 8,310 8,310
The Outlet Shoppes of the Bluegrass Simpsonville, KY Dec-24 4.05 % 32,712 32,712
Hammock Landing - Phase I West Melbourne, FL Feb-25 Feb-26 5.06 % 18,985 18,985
Hammock Landing - Phase II West Melbourne, FL Feb-25 Feb-26 5.06 % 6,707 6,707
The Pavilion at Port Orange Port Orange, FL Feb-25 Feb-26 5.06 % 25,011 25,011
Ambassador Town Center Infrastructure Improvements Lafayette, LA Mar-25 3.00 % 7,001 7,001
York Town Center York, PA Mar-25 4.75 % 15,000 15,000
Oak Park Mall Overland Park, KS Oct-25 3.97 % 131,486 131,486
Fremaux Town Center Slidell, LA Jun-26 3.70 % 39,499 39,499
CoolSprings Galleria Nashville, TN May-28 4.84 % 71,963 71,963
The Outlet Shoppes at El Paso El Paso, TX Oct-28 5.10 % 35,205 35,205
Ambassador Town Center Lafayette, LA Jun-29 4.35 % 27,470 27,470
The Shoppes at Eagle Point Cookeville, TN May-32 5.40 % 19,910 19,910
SUBTOTAL 698,026 (10) 624,670 73,356
Plus Other Debt:
Greenbrier Mall (13) Chesapeake, VA Dec-19 5.41 % 61,647 61,647
Less Noncontrolling Interests' Share Of Consolidated Debt:
The Outlet Shoppes at Laredo Laredo, TX 35 % Jun-23 Jun-24 5.81 % (13,493 ) (13,493 )
The Outlet Shoppes at Gettysburg (7) Gettysburg, PA 50 % Oct-25 4.80 % (17,604 ) (17,604 )
Hamilton Place Chattanooga, TN 10 % Jun-26 4.36 % (9,457 ) (9,457 )
Hamilton Place open-air centers secured loan 8% - 10% Jun-32 5.85 % (5,533 ) (5,533 )
(46,087 ) (10) (32,594 ) (13,493 )
Company's Share Of Consolidated, Unconsolidated and Other Debt $ 2,837,732 (10) $ 1,703,030 $ 1,134,702
Weighted-average interest rate 5.12 % 4.85 % 5.53 %
Total Debt of Unconsolidated Affiliates:
Northgate Mall Developments (Sears) (11) Chattanooga, TN Nov-22 7.00 % $ 2,961 $ $ 2,961
West County Center Des Peres, MO Dec-22 3.40 % 163,018 163,018
Northgate Mall Developments (JC Penney) (12) Chattanooga, TN Feb-23 6.75 % 1,655 1,655
Friendly Center Greensboro, NC Apr-23 3.48 % 86,396 86,396
The Shops at Friendly Center Greensboro, NC Apr-23 3.34 % 60,000 60,000
The Outlet Shoppes of the Bluegrass - Phase II Simpsonville, KY Apr-23 7.01 % 7,647 7,647
The Outlet Shoppes at Atlanta Woodstock, GA Nov-23 4.90 % 67,045 67,045
The Outlet Shoppes at Atlanta - Phase II Woodstock, GA Nov-23 5.06 % 4,388 4,388
Coastal Grand Myrtle Beach, SC Aug-24 4.09 % 100,656 100,656
Coastal Grand Outparcel Myrtle Beach, SC Aug-24 4.09 % 4,857 4,857
Coastal Grand - Dick's Sporting Goods Myrtle Beach, SC Nov-24 5.05 % 6,876 6,876
Hamilton Place Aloft Hotel Chattanooga, TN Nov-24 5.08 % 16,620 16,620
The Outlet Shoppes of the Bluegrass Simpsonville, KY Dec-24 4.05 % 65,424 65,424
Hammock Landing - Phase I West Melbourne, FL Feb-25 Feb-26 5.06 % 37,971 37,971
Property Location Non-<br>controlling<br>Interest % Original<br>Maturity<br>Date Optional<br>Extended<br>Maturity<br>Date Interest<br>Rate Balance as of September 30, 2022 Balance
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Fixed Variable
Hammock Landing - Phase II West Melbourne, FL Feb-25 Feb-26 5.06 % 13,414 13,414
The Pavilion at Port Orange Port Orange, FL Feb-25 Feb-26 5.06 % 50,023 50,023
Ambassador Town Center Infrastructure Improvements Lafayette, LA Mar-25 3.00 % 7,001 7,001
York Town Center York, PA Mar-25 4.75 % 30,000 30,000
Oak Park Mall Overland Park, KS Oct-25 3.97 % 262,971 262,971
Fremaux Town Center Slidell, LA Jun-26 3.70 % 60,767 60,767
CoolSprings Galleria Nashville, TN May-28 4.84 % 143,926 143,926
The Outlet Shoppes at El Paso El Paso, TX Oct-28 5.10 % 70,411 70,411
Ambassador Town Center Lafayette, LA Jun-29 4.35 % 42,261 42,261
The Shoppes at Eagle Point Cookeville, TN May-32 5.40 % 39,820 39,820
$ 1,346,108 $ 1,211,429 $ 134,679
Weighted-average interest rate 4.24 % 4.13 % 5.24 %

(1) The loan is in maturity default.

(2) The Company is in discussions with the lender.

(3) Subsequent to September 30, 2022, the Company reached an agreement with the lender to extend the loan through June 2026, as well as waive the default triggered by the Company filing for bankruptcy.

(4) The Company is in discussions with the lender regarding an extension.

(5) Subsequent to September 30, 2022, the loan was extended through January 5, 2023.

(6) The loan has three one-year extension options for a fully extended maturity date of May 1, 2026.

(7) Subsequent to September 30, 2022, the loan secured by The Outlet Shoppes at Gettysburg was modified. The lender's claim against the general unsecured claim pool related to the Company's bankruptcy filing was allowed. The modified loan balance is $21,000.

(8) Subsequent to September 30, 2022, the Company entered into a loan reinstatement and reaffirmation agreement with the lender which waived the default triggered by the Company filing for bankruptcy.

(9) The interest rate is a fixed 6.95% for $180,000 of the $360,000 loan, with the other half of the loan bearing a variable interest rate based on the 30-day SOFR plus 4.10%.

(10) See page 16 for debt discounts and unamortized deferred financing costs.

(11) Subsequent to September 30, 2022, the Company and the lender modified the loan which provides a new loan amount of $3,062 ($1,531 at the Company's share), extends the term through November 2025 and bears a variable interest rate of Wall Street prime minus 0.25%.

(12) Subsequent to September 30, 2022, the Company and the lender modified the loan which provides a new loan amount of $1,725 ($863 at the Company's share), extends the term through November 2025 and bears a variable interest rate of Wall Street prime minus 0.25%.

(13) The loan is in default and the property was placed into receivership. Subsequent to September 30, 2022, the foreclosure process was completed.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Schedule of Maturities of Mortgage and Other Indebtedness

(Dollars in thousands)

Based on Maturity Dates As Though All Extension Options Available Have Been Exercised:

Year Consolidated<br>Debt CBL's Share of<br>Unconsolidated<br>Affiliates' Debt Other Debt (1) Noncontrolling<br>Interests' Share<br>of Consolidated<br>Debt CBL's Share of<br>Consolidated, Unconsolidated and Other<br>Debt % of Total Weighted<br>Average<br>Interest<br>Rate
2019 $ $ $ 61,647 $ $ 61,647 2.17 % 5.41 %
2021 41,708 41,708 1.47 % 5.83 %
2022 182,639 82,990 265,629 9.36 % 4.32 %
2023 119,583 119,583 4.21 % 4.15 %
2024 98,662 97,216 (13,493 ) 182,385 6.43 % 4.63 %
2025 35,209 153,487 (17,604 ) 171,092 6.03 % 4.08 %
2026 503,104 90,202 (9,457 ) 583,849 20.57 % 4.75 %
2027 837,824 837,824 29.52 % 5.31 %
2028 107,168 107,168 3.78 % 4.93 %
2029 360,000 27,470 387,470 13.65 % 6.65 %
2032 65,000 19,910 (5,533 ) 79,377 2.80 % 5.74 %
Face Amount of Debt $ 2,124,146 $ 698,026 $ 61,647 $ (46,087 ) $ 2,837,732 100.00 % 5.12 %
Based on Original Maturity Dates:
Year Consolidated<br>Debt CBL's Share of<br>Unconsolidated<br>Affiliates' Debt Other Debt (1) Noncontrolling<br>Interests' Share<br>of Consolidated<br>Debt CBL's Share of<br>Consolidated, Unconsolidated and Other<br>Debt % of Total Weighted<br>Average<br>Interest<br>Rate
2019 $ $ $ 61,647 $ $ 61,647 2.17 % 5.41 %
2021 41,708 41,708 1.47 % 5.83 %
2022 182,639 82,990 265,629 9.36 % 4.32 %
2023 186,595 119,583 (13,493 ) 292,685 10.31 % 4.42 %
2024 41,647 97,216 138,863 4.89 % 4.30 %
2025 873,033 204,190 (17,604 ) 1,059,619 37.34 % 5.10 %
2026 373,524 39,499 (9,457 ) 403,566 14.22 % 4.87 %
2027 360,000 360,000 12.69 % 6.91 %
2028 107,168 107,168 3.78 % 4.93 %
2029 27,470 27,470 0.97 % 3.22 %
2032 65,000 19,910 (5,533 ) 79,377 2.80 % 5.74 %
Face Amount of Debt $ 2,124,146 $ 698,026 $ 61,647 $ (46,087 ) $ 2,837,732 100.00 % 5.12 %

(1) During the successor period for the nine months ended September 30, 2022, the Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. Subsequent to September 30, 2022, the foreclosure process was completed.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Operating Metrics by Collateral Pool

Basis of Presentation

The tables below provide certain property level financial information by Property Type and by grouped into categories based on the debt supported. The Property Types include Malls, Lifestyle Centers, Outlet Centers, Open-Air Centers, Outparcels and Other, each as defined below:

Malls: The Malls are enclosed regional or super-regional shopping centers, generally anchored by two or more anchors or junior anchors and a wide variety of in-line stores.

Lifestyle Centers: The Lifestyle Centers are large regional or super-regional open-air centers, generally anchored by two or more anchors or junior anchors and a wide variety of stores that are often similar to the tenancy of Mall stores. CBL previously included Lifestyle Centers in the Mall category.

Outlet Centers: The Outlet Centers are open-air centers that are anchored by one or more large discount or off-price store as well as a selection of brand name discount or off-price stores. CBL previously included Outlet Centers in the Mall category.

Open-Air Centers: The Open-Air Centers are designed to attract local and regional customers. They are typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or may also feature traditional department stores. Open-Air Centers also feature a selection of shops that may include traditional retail stores, services, convenience offerings or other. Open-Air Centers may be located adjacent to CBL’s existing Malls or Lifestyle Centers. CBL previously reported its Open-Air Centers as Associated Centers and Community Centers.

Outparcels: The outparcels are subdivided improved parcels of land located at or adjacent to our Malls, Lifestyle Centers, Outlet Centers or Open-Air Centers that serve as collateral for the Secured Notes. The outparcels are generally single-tenant or multi-tenant buildings that are either structured on a ground lease or building lease. Outparcels were formerly reported as part of the Mall, Lifestyle Center, Outlet Center or Open-Air Center it is located at.

Other: Other includes other non-retail property types such as office, hotels, self-storage or vacant land.

The information provided in the tables below, including historic operational and financial information, is for Properties owned as of September 30, 2022, as listed on the Property List table. Information is provided on a “same-center” basis and any properties or interests in properties acquired or disposed of prior to September 30, 2022, were assumed to have been acquired or disposed for all periods presented.

Net Operating Income (NOI) and other financial information included in the presentation is reflected based on CBL’s share of ownership.

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes straight-line rents, above/below market lease rates, landlord inducement write-offs, lease buyouts and management fees.

Due to the exclusions noted above, NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss).

Interest is calculated on a GAAP basis including amortization of deferred financing costs and accretion of debt discounts.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Property List:

Successor Predecessor Successor Predecessor
Property Location Sales Per Square Foot for the Trailing Twelve Months Ended (1) Sales Per Square Foot for the Trailing Twelve Months Ended (1)(2) In-Line Occupancy (3) In-Line Occupancy (3)
9/30/22 9/30/21 9/30/22 9/30/21
TERM LOAN ASSETS (HOLDCO I)
Malls:
CherryVale Mall Rockford, IL
East Towne Mall Madison, WI
Frontier Mall Cheyenne, WY
Hanes Mall Winston-Salem, NC
Imperial Valley El Centro, CA
Kirkwood Mall Bismarck, ND
Layton Hills Mall Layton, UT
Mall del Norte Laredo, TX
Northgate Mall Chattanooga, TN
Post Oak Mall College Station, TX
Richland Mall Waco, TX
Sunrise Mall Brownsville, TX
Turtle Creek Mall Hattiesburg, MS
Valley View Mall Roanoke, VA
West Towne Mall Madison, WI
Westmoreland Mall Greensburg, PA
Total Malls $ 397 $ 392 91.5 % 88.2 %
Lifestyle Centers:
Mayfaire Town Center Wilmington, NC
Pearland Town Center Pearland, TX
Southaven Towne Center Southaven, MS
Total Lifestyle Centers $ 399 $ 408 91.0 % 91.9 %
Open-Air Centers:
Layton Hills Convenience Center Layton, UT
Layton Hills Plaza Layton, UT
Westmoreland Crossing Greensburg, PA
Total Open-Air Centers N/A N/A 98.0 % 95.9 %
Total Term Loan Assets (HoldCo I) $ 398 $ 395 91.8 % 89.3 %
CONSOLIDATED UNENCUMBERED
Malls:
Brookfield Square Brookfield, WI
Dakota Square Mall Minot, ND
Eastland Mall Bloomington, IL
Harford Mall Bel Air, MD
Laurel Park Place Livonia, MI
Meridian Mall Lansing, MI
Mid Rivers Mall St. Peters, MO
Monroeville Mall Pittsburgh, PA
Northpark Mall Joplin, MO
Old Hickory Mall Jackson, TN
Parkway Place Huntsville, AL
South County Center St. Louis, MO
St. Clair Square Fairview Heights, IL
Stroud Mall Stroudsburg, PA
York Galleria York, PA
Total Malls $ 354 $ 368 82.1 % 79.8 %
Open-Air Centers:
Annex at Monroeville Pittsburgh, PA
The Promenade D'Iberville, MS
N/A N/A 100.0 % 99.8 %
Outparcels and Other: N/A N/A 91.5 % 98.4 %
Successor Predecessor Successor Predecessor
--- --- --- --- --- --- --- --- --- --- --- ---
Property Location Sales Per Square Foot for the Trailing Twelve Months Ended (1) Sales Per Square Foot for the Trailing Twelve Months Ended (1)(2) In-Line Occupancy (3) In-Line Occupancy (3)
9/30/22 9/30/21 9/30/22 9/30/21
Total Consolidated Unencumbered $ 354 $ 368 84.9 % 83.5 %
JOINT VENTURE ASSETS
Malls:
Coastal Grand Myrtle Beach, SC
CoolSprings Galleria Nashville, TN
Governor's Square Clarksville, TN
Kentucky Oaks Mall Paducah, KY
Oak Park Mall Overland Park, KS
West County Center Des Peres, MO
Total Malls $ 550 $ 517 91.5 % 88.1 %
Outlet Centers:
The Outlet Shoppes at Atlanta Woodstock, GA
The Outlet Shoppes at El Paso El Paso, TX
The Outlet Shoppes at Gettysburg Gettysburg, PA
The Outlet Shoppes at Laredo Laredo, TX
The Outlet Shoppes of the Bluegrass Simpsonville, KY
Total Outlet Centers $ 440 $ 429 90.9 % 86.2 %
Lifestyle Centers:
Friendly Center and The Shops at Friendly Greensboro, NC $ 585 $ 530 90.3 % 87.4 %
Open-Air Centers:
Ambassador Town Center Lafayette, LA
Coastal Grand Crossing Myrtle Beach, SC
Fremaux Town Center Slidell, LA
Governor's Square Plaza Clarksville, TN
Hammock Landing West Melbourne, FL
The Pavilion at Port Orange Port Orange, FL
The Shoppes at Eagle Point Cookeville, TN
York Town Center York, PA
Total Open-Air Centers N/A N/A 92.6 % 93.3 %
Total Joint Venture Assets $ 511 $ 484 91.6 % 89.2 %
CONSOLIDATED ENCUMBERED ASSETS
Malls:
Arbor Place Atlanta (Douglasville), GA
Cross Creek Mall Fayetteville, NC
Fayette Mall Lexington, KY
Hamilton Place Chattanooga, TN
Jefferson Mall Louisville, KY
Northwoods Mall North Charleston, SC
Parkdale Mall Beaumont, TX
Southpark Mall Colonial Heights, VA
Volusia Mall Daytona Beach, FL
Total Malls $ 451 $ 473 91.8 % 89.5 %
Lifestyle Centers:
Alamance Crossing West Burlington, NC N/A N/A 100.0 % 100.0 %
Open-Air Centers:
CoolSprings Crossing Nashville, TN
Courtyard at Hickory Hollow Nashville, TN
Frontier Square Cheyenne, WY
Gunbarrel Pointe Chattanooga, TN
Hamilton Corner Chattanooga, TN
Hamilton Crossing Chattanooga, TN
Harford Annex Bel Air, MD
The Landing at Arbor Place Atlanta (Douglasville), GA
Parkdale Crossing Beaumont, TX
The Plaza at Fayette Lexington, KY
The Shoppes at Hamilton Place Chattanooga, TN
The Shoppes at St. Clair Square Fairview Heights, IL
Successor Predecessor Successor Predecessor
--- --- --- --- --- --- --- --- --- --- --- ---
Property Location Sales Per Square Foot for the Trailing Twelve Months Ended (1) Sales Per Square Foot for the Trailing Twelve Months Ended (1)(2) In-Line Occupancy (3) In-Line Occupancy (3)
9/30/22 9/30/21 9/30/22 9/30/21
Sunrise Commons Brownsville, TX
The Terrace Chattanooga, TN
West Towne Crossing Madison, WI
WestGate Crossing Spartanburg, SC
Total Open-Air Centers N/A N/A 94.5 % 94.2 %
Outparcels: N/A N/A 92.6 % 98.4 %
Total Consolidated Encumbered Assets $ 451 $ 473 92.9 % 91.8 %
Total Same-Center Portfolio $ 435 $ 432 90.5 % 88.6 %
EXCLUDED PROPERTIES
Alamance Crossing East Burlington, NC
Greenbrier Mall Chesapeake, VA
WestGate Mall Spartanburg, SC
Total Excluded Properties N/A N/A N/A N/A

(1) Represents same-center sales per square foot for tenants 10,000 square feet or less for malls, outlet centers and lifestyle centers. Sales are reported on a whole property basis. Sales for unencumbered portions or outparcels of a property with reporting tenants under 10,000 square feet are reflected with the sales of the main property.

(2) Due to the temporary property and store closures that occurred during 2020 related to COVID-19, the majority of our tenants did not report sales for the full 2020 reporting period. As a result, sales for the trailing twelve months ended September 30, 2021, is computed using the first nine months of 2021 and the last three months of 2019.

(3) Includes occupancy metrics for stores with gross leasable area under 20,000 square feet for unencumbered portions or outparcels of a property.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Operating Metrics - Nine Months Ended September 30, 2022 at CBL Share
(Dollars in thousands)
NOI Capital<br>Expenditures Redevelopment Unleveraged<br>Cash Flow Interest Non-Cash<br>Interest Expense (1) Amortization Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls $ 83,124 $ (7,340 ) $ - $ 75,784 $ - $ - $ - $ 75,784
Lifestyle Centers 16,139 (1,648 ) - 14,491 - - - 14,491
Open-Air Centers 3,024 (75 ) - 2,949 - - - 2,949
Term Loan Debt Service - - - - (27,060 ) - (42,268 ) (69,328 )
Total Term Loan Assets (HoldCo I) 102,287 (9,063 ) - 93,224 (27,060 ) - (42,268 ) 23,896
-
CONSOLIDATED UNENCUMBERED -
Malls 46,381 (4,805 ) (1,891 ) 39,685 - - - 39,685
Open-Air Centers 5,841 (266 ) - 5,575 - - - 5,575
Outparcels 437 - - 437 - - - 437
Other 1,688 (265 ) - 1,423 (426 ) 135 (342 ) 790
Total Consolidated Unencumbered 54,347 (5,336 ) (1,891 ) 47,120 (426 ) 135 (342 ) 46,487
-
JOINT VENTURE ASSETS -
Malls 29,478 (1,758 ) - 27,720 (8,757 ) (1,827 ) (3,787 ) 13,349
Outlet Centers 13,450 (729 ) - 12,721 (10,810 ) 5,361 (3,227 ) 4,045
Lifestyle Centers 9,009 (342 ) - 8,667 (1,912 ) - (876 ) 5,879
Open-Air Centers 13,862 (972 ) (972 ) 11,918 (2,466 ) (2,525 ) (5,109 ) 1,818
Total Joint Venture Assets 65,799 (3,801 ) (972 ) 61,026 (23,945 ) 1,009 (12,999 ) 25,091
-
CONSOLIDATED ENCUMBERED ASSETS -
Malls 67,985 (3,979 ) - 64,006 (92,868 ) 66,192 (34,444 ) 2,886
Lifestyle Centers 1,378 - - 1,378 (417 ) - - 961
Open-Air Centers 17,065 (534 ) (416 ) 16,115 (4,807 ) - (80 ) 11,228
Outparcels 13,958 (149 ) (2,380 ) 11,429 (4,238 ) - - 7,191
Other 114 - - 114 (24 ) - - 90
Total Consolidated Encumbered Assets 100,500 (4,662 ) (2,796 ) 93,042 (102,354 ) 66,192 (34,524 ) 22,356
-
Secured Note Debt Service - - - - (17,721 ) 788 - (16,933 )
Total Same-Center $ 322,933 $ (22,862 ) $ (5,659 ) $ 294,412 $ (171,506 ) $ 68,124 $ (90,133 ) $ 100,897

(1) Non-cash interest expense consists of default interest and the accretion of debt discounts. Also, the $788 of non-cash interest expense related to the Exchangeable Secured Notes Debt Service represents accrued interest settled in shares of common stock issued by the Company upon conversion of the exchangeable notes.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Operating Metrics - Nine Months Ended September 30, 2021 at CBL Share (1)
(Dollars in thousands)
NOI Capital<br>Expenditures Redevelopment Unleveraged<br>Cash Flow Interest Non-Cash<br>Interest Expense (2) Amortization Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls $ 83,009 $ (4,402 ) $ - $ 78,607 $ - $ - $ - $ 78,607
Lifestyle Centers 15,297 (1,282 ) (5,365 ) 8,650 - - - 8,650
Open-Air Centers 2,721 (73 ) - 2,648 - - - 2,648
Total Term Loan Assets (HoldCo I) 101,027 (5,757 ) (5,365 ) 89,905 - - - 89,905
CONSOLIDATED UNENCUMBERED
Malls 46,678 (5,468 ) - 41,210 - - - 41,210
Open-Air Centers 5,780 (191 ) - 5,589 - - - 5,589
Outparcels 295 - (4,532 ) (4,237 ) - - - (4,237 )
Other 2,352 (57 ) - 2,295 (559 ) - (591 ) 1,145
Total Consolidated Unencumbered 55,105 (5,716 ) (4,532 ) 44,857 (559 ) - (591 ) 43,707
JOINT VENTURE ASSETS
Malls 29,135 (314 ) - 28,821 (13,632 ) 2,986 (4,250 ) 13,925
Outlet Centers 12,180 (662 ) - 11,518 (9,281 ) 3,809 (3,518 ) 2,528
Lifestyle Centers 8,426 (370 ) - 8,056 (2,964 ) 1,022 (846 ) 5,268
Open-Air Centers 13,643 (91 ) - 13,552 (6,151 ) 1,554 (4,788 ) 4,167
Total Joint Venture Assets 63,384 (1,437 ) - 61,947 (32,028 ) 9,371 (13,402 ) 25,888
CONSOLIDATED ENCUMBERED ASSETS
Malls 66,980 (917 ) - 66,063 (46,558 ) 17,940 (21,510 ) 15,935
Lifestyle Centers 1,537 - - 1,537 - - - 1,537
Open-Air Centers 15,786 (902 ) - 14,884 (503 ) 167 (231 ) 14,317
Outparcels 13,434 - - 13,434 - - - 13,434
Other 108 - - 108 - - - 108
Total Consolidated Encumbered Assets 97,845 (1,819 ) - 96,026 (47,061 ) 18,107 (21,741 ) 45,331
Total Same-Center $ 317,361 $ (14,729 ) $ (9,897 ) $ 292,735 $ (79,648 ) $ 27,478 $ (35,734 ) $ 204,831

(1) Represents the Predecessor period.

(2) Non-cash interest expense consists of default interest.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

CBL & Associates HoldCo I, LLC - Consolidated Balance Sheet
(unaudited, in thousands)
September 30,<br>2022 December 31,<br>2021
ASSETS
Real estate assets:
Land $ 174,313 $ 174,292
Buildings and improvements 398,383 385,577
572,696 559,869
Accumulated depreciation (39,841 ) (7,188 )
532,855 552,681
Developments in progress 765 3,884
Net investment in real estate assets 533,620 556,565
Cash 26,387 17,887
Restricted cash 1,075 339
Receivables:
Tenant 11,579 14,180
Other 4,537 354
In-place leases, net 96,623 133,806
Above market leases, net 61,142 77,466
Other assets 3,773 1,893
$ 738,736 $ 802,490
LIABILITIES AND EQUITY
Senior secured term loan, net of deferred financing costs $ 836,901 $ 878,949
Below market leases, net 40,092 51,333
Accounts payable and accrued liabilities 39,222 41,042
Total liabilities 916,215 971,324
Owner's deficit (177,479 ) (168,834 )
$ 738,736 $ 802,490
CBL & Associates HoldCo I, LLC - Consolidated Income Statement
--- --- --- --- --- --- ---
(unaudited, in thousands)
Three Months Ended September 30, Nine Months Ended September 30,
2022 2022
REVENUES:
Rental revenues $ 49,624 $ 149,616
Other 1,013 3,396
Total revenues 50,637 153,012
EXPENSES:
Property operating (8,397 ) (24,182 )
Depreciation and amortization (22,538 ) (71,281 )
Real estate taxes (4,878 ) (14,539 )
Maintenance and repairs (4,208 ) (12,009 )
Management fees (2,250 ) (6,750 )
Total expenses (42,271 ) (128,761 )
OTHER INCOME (EXPENSES):
Other income 12 845
Interest expense (10,791 ) (27,284 )
Total other expenses (10,779 ) (26,439 )
NET LOSS $ (2,413 ) $ (2,188 )
Modified Cash NOI (1) $ 33,589 $ 132,803
Interest Coverage Ratio (2) 4.1x
Interest Coverage Ratio - pro forma (2) 4.1x

(1) Modified Cash NOI is calculated in accordance with the terms of the exit credit agreement and is not comparable to the Company’s definition of NOI presented on page 6 that is used for NOI and same-center NOI metrics.

(2) The Interest Coverage Ratio represents Modified Cash NOI divided by Facility Interest Expense, as defined in the exit credit agreement. Interest Coverage Ratio for the period ended September 30, 2022 represents actual Modified Cash NOI for the period divided by actual Facility Interest Expense for the period. The pro forma Interest Coverage Ratio represents actual trailing four-quarter Modified Cash NOI divided by actual Facility Interest Expense for the period November 1, 2021 through September 30, 2022 that has been annualized.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet

Property Type Square<br>Feet Prior Gross<br>Rent PSF New Initial<br>Gross Rent<br>PSF % Change<br>Initial New Average<br>Gross Rent<br>PSF (1) % Change<br>Average
Quarter-to-Date:
All Property Types (2) 371,178 $ 35.20 $ 37.03 5.2 % $ 37.48 6.5 %
Malls, Lifestyle Centers & Outlet Centers 321,756 37.76 39.28 4.0 % 39.72 5.2 %
New leases 28,278 36.47 64.08 75.7 % 67.56 85.3 %
Renewal leases 293,478 37.89 36.89 (2.6 )% 37.03 (2.3 )%
Year-to-Date:
All Property Types (2) 1,465,986 $ 34.44 $ 31.97 (7.2 )% $ 32.54 (5.5 )%
Malls, Lifestyle Centers & Outlet Centers 1,341,160 35.90 33.06 (7.9 )% 33.64 (6.3 )%
New leases 135,827 42.42 45.47 7.2 % 48.49 14.3 %
Renewal leases 1,205,333 35.16 31.66 (9.9 )% 31.97 (9.1 )%
Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet:
--- --- --- --- --- --- --- ---
Total Leasing Activity: Successor Predecessor
Square Feet As of September 30, As of September 30,
Quarter-to-Date: 2022 2021
Operating portfolio: Same-center Malls, Lifestyle & Outlet Centers $ 29.57 $ 30.03
New leases 272,462 Total Malls 30.14 30.55
Renewal leases 608,551 Total Lifestyle Centers 28.53 27.00
Development portfolio: Total Outlet Centers 26.45 27.32
New leases 15,703 Total Malls, Lifestyle & Outlet Centers 29.57 29.87
Total leased 896,716 Open-Air Centers 15.14 14.97
Other 19.18 19.35
Year-to-Date:
Operating Portfolio:
New leases 903,104
Renewal leases 2,058,920
Development portfolio:
New leases 15,703
Total leased 2,977,727

(1) Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

(2) Includes malls, lifestyle centers, outlet centers, open-air centers and other.

(3) Average annual base rents per square foot are based on contractual rents in effect as of September 30, 2022, including the impact of any rent concessions. Average base rents for open-air centers and office buildings include all leased space, regardless of size.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet

For the Nine Months Ended September 30, 2022 Based on Commencement Date

Number<br>of<br>Leases Square<br>Feet Term<br>(in<br>years) Initial<br>Rent<br>PSF Average<br>Rent<br>PSF Expiring<br>Rent<br>PSF Initial Rent<br>Spread Average Rent<br>Spread
Commencement 2022:
New 81 222,588 6.38 $ 41.03 $ 42.97 $ 38.17 $ 2.86 7.5 % $ 4.80 12.6 %
Renewal 471 1,490,972 2.55 30.29 30.58 33.32 (3.03 ) (9.1 )% (2.74 ) (8.2 )%
Commencement 2022 Total 552 1,713,560 3.11 31.69 32.19 33.95 (2.26 ) (6.7 )% (1.76 ) (5.2 )%
Commencement 2023:
New 6 18,617 8.36 29.84 42.36 31.57 (1.73 ) (5.5 )% 10.79 34.2 %
Renewal 99 258,840 2.75 45.72 46.10 46.02 (0.30 ) (0.7 )% 0.08 0.2 %
Commencement 2023 Total 105 277,457 3.07 44.66 45.85 45.05 (0.39 ) (0.9 )% 0.80 1.8 %
Total 2022/2023 657 1,991,017 3.10 $ 33.50 $ 34.09 $ 35.50 $ (2.00 ) (5.6 )% $ (1.41 ) (4.0 )%

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Top 25 Tenants Based On Percentage Of Total Annualized Revenues

Tenant Number of<br>Stores Square<br>Feet Percentage<br>of Total<br>Revenues (1)
1 Signet Jewelers Ltd. (2) 112 166,502 2.86 %
2 Victoria's Secret & Co. (3) 49 397,537 2.62 %
3 Foot Locker, Inc. 79 381,257 2.57 %
4 American Eagle Outfitters, Inc. 60 366,320 2.35 %
5 Dick's Sporting Goods, Inc. (4) 25 1,463,010 2.17 %
6 Bath & Body Works, Inc. (3) 57 231,813 1.95 %
7 Genesco Inc. (5) 82 160,462 1.58 %
8 Finish Line, Inc. 36 189,264 1.45 %
9 The Buckle, Inc. 37 191,577 1.23 %
10 Luxottica Group S.P.A. (6) 81 179,125 1.20 %
11 Cinemark Holdings, Inc. 9 467,190 1.15 %
12 The Gap, Inc. 45 534,986 1.14 %
13 Express Fashions 30 246,437 1.01 %
14 Hot Topic, Inc. 92 215,412 0.99 %
15 Shoe Show, Inc. 29 378,849 0.92 %
16 H & M Hennes & Mauritz AB 38 803,811 0.90 %
17 Spencer Spirit Holdings, Inc. 48 110,906 0.89 %
18 Claire's Stores, Inc. 69 86,405 0.86 %
19 Barnes & Noble, Inc. 17 465,199 0.84 %
20 Abercrombie & Fitch, Co. 27 185,243 0.80 %
21 The TJX Companies, Inc. (7) 18 520,475 0.79 %
22 The Children's Place, Inc. 35 151,723 0.75 %
23 Ulta Salon, Cosmetics & Fragrance, Inc. 23 237,961 0.73 %
24 Focus Brands LLC (8) 67 46,818 0.66 %
25 Regal Entertainment Group 7 370,773 0.65 %
1,172 8,549,055 33.06 %

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

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

(3) Formerly part of L Brands, LLC. Separated into individual legal entities effective August 2021.

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

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

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

(7) The TJX Companies, Inc. operates T.J. Maxx, Marshalls, HomeGoods and Sierra Trading Post. In Europe, they operate T.K. Maxx, HomeSense.

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

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Capital Expenditures

(In thousands)

Successor Predecessor
Three Months Ended September 30, Three Months Ended September 30,
2022 2021
Tenant allowances (1) $ 5,639 $ 4,990
Deferred maintenance: (2)
Parking lot and parking lot lighting 1,702 802
Roof replacements 149 220
Other capital expenditures 2,761 1,873
Total deferred maintenance expenditures 4,612 2,895
Total capital expenditures $ 10,251 $ 7,885
Successor Predecessor
--- --- --- --- ---
Nine Months Ended September 30, Nine Months Ended September 30,
2022 2021
Tenant allowances (1) $ 12,679 $ 9,242
Deferred maintenance: (2)
Parking lot and parking lot lighting 3,215 859
Roof replacements 275 538
Other capital expenditures 6,858 4,126
Total deferred maintenance expenditures 10,348 5,523
Total capital expenditures $ 23,027 $ 14,765

(1) Tenant allowances, sometimes made to third-generation tenants, are recovered through minimum rents from the tenants over the term of the lease.

(2) The capital expenditures incurred for maintenance such as parking lot repairs, parking lot lighting and roofs are classified as deferred maintenance expenditures.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Developments Completed at September 30, 2022

(Dollars in thousands)

CBL's Share of
Property Location CBL<br>Ownership<br>Interest Total<br>Project<br>Square Feet Total<br>Cost (1) Cost to<br>Date (2) 2022<br>Cost Opening<br>Date Initial<br>Unleveraged<br>Yield
Outparcel Developments:
Kirkwood Mall - Five Guys, Blaze Pizza, Thrifty White, Pancheros, Chick-fil-A Bismarck, ND 100% 15,275 $ 7,976 $ 6,738 $ 2,380 Q2 '22 8.9%

(1) Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor company and the successor company.

(2) Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor company and the successor company.

Redevelopments in Progress as of September 30, 2022

(Dollars in thousands)

CBL's Share of
Property Location CBL<br>Ownership<br>Interest Total<br>Project<br>Square Feet Total<br>Cost (1) Cost to<br>Date (2) 2022<br>Cost Expected Opening<br>Date Initial<br>Unleveraged<br>Yield
Outparcel Development:
Mayfaire Town Center - hotel development Wilmington, NC 49% 83,021 $ 15,435 $ - $ - Spring '24 11.0%
Redevelopments:
Dakota Square Herberger's - Five Below Minot, ND 100% 9,502 1,834 1,891 1,891 Fall '22 8.7%
The Terrace - Nordstrom Rack (former Staples) Chattanooga, TN 92% 24,155 2,527 416 416 Spring '23 13.0%
York Town Center - Burlington (former Bed Bath & Beyond) York, PA 50% 28,000 1,247 972 972 Spring '23 18.5%
61,657 $ 5,608 $ 3,279 $ 3,279
Total Properties Under Development 144,678 $ 21,043 $ 3,279 $ 3,279

(1) Total Cost is presented net of reimbursements to be received. Represents total cost incurred by the predecessor company and the successor company.

(2) Cost to Date does not reflect reimbursements until they are received. Represents total cost to date incurred by the predecessor company and the successor company.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans

Property Location Sears Redevelopment Plans BonTon Redevelopment Plans
Arbor Place Atlanta (Douglasville), GA Sears sold to third party developer for redevelopment. Lease executed with Conn's and UNG with entertainment use.
Brookfield Square Brookfield, WI Redeveloped in 2019 with Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's, convention center/hotel. Sold to third party for future office use.
CherryVale Mall Rockford, IL Redeveloped with Tilt in 2020. Gallery Furniture opened 2021.
Coastal Grand Myrtle Beach, SC Owned by Sears. Under negotiation with sporting goods retailer for lower level.
CoolSprings Galleria Nashville, TN Redeveloped in 2015.
Cross Creek Mall Fayetteville, NC Sale of parcel to Rooms To Go. New store opened December 2021. Longhorn Steakhouse opened. Pad sale to Main Event completed in August. Opening in 2023.
Dakota Square Mall Minot, ND Sold to Scheel's and new expanded store opened in fall 2022. Ross Dress For Less opened. Five Below estimated opening in fall 2022.
East Towne Mall Madison, WI Owned by Sears. Owned by third party.
Eastland Mall Bloomington, IL Closed. Closed.
Fayette Mall Lexington, KY Redeveloped in 2016.
Friendly Center and The Shops at Friendly Greensboro, NC Owned by Sears. Whole Foods sub-leases a third of the box. Sears still operating in remainder. Ground lease termination under negotiation for future redevelopment.
Frontier Mall Cheyenne, WY Owned by third party. Jax Outdoor Gear purchased location and opened November 2019.
Governor's Square Clarksville, TN 50/50 joint venture property. Under negotiation/LOIs with tenants.
Hamilton Place Chattanooga, TN Redevelopment with Cheesecake Factory (December 2019), Dick's Sporting Goods and Dave & Busters (March 2020). Malone's (opening TBD). Aloft hotel opened June 2021.
Hanes Mall Winston-Salem, NC Owned by third party. Novant Health, Inc. purchased Sears and Sears TBA for future medical office.
Harford Mall Bel Air, MD Sold to third party developer. New grocer under construction.
Imperial Valley Mall El Centro, CA Owned by Seritage.
Jefferson Mall Louisville, KY Currently occupied by Overstock. Under negotiation for sale to wholesale club.
Kentucky Oaks Mall Paducah, KY Owned by Seritage. Redeveloped with Burlington and Ross Dress for Less. 50/50 joint venture asset. HomeGoods and Five Below opened November 2019.
Kirkwood Mall Bismarck, ND New Chick-fil-A, Five Guys, Thrifty White Pharmacy, Blaze Pizza and Panchero's restaurant opened in parking lot. Building lease out for signature with entertainment use.
Laurel Park Place Livonia, MI Dunham's Sports opened November 2019.
Layton Hills Mall Layton, UT
Mall del Norte Laredo, TX Owned by Sears.
Mayfaire Town Center Wilmington, NC
Meridian Mall Lansing, MI High Caliber Karts opened fall 2019. Activey leasing women's store - pursuing non-retail use.
Mid Rivers Mall St. Peters, MO Owned by Sears.
Monroeville Mall Pittsburgh, PA
Property Location Sears Redevelopment Plans BonTon Redevelopment Plans
--- --- --- ---
Northgate Mall Chattanooga, TN Building purchased by third party for non-retail development. CBL 50% partner.
Northpark Mall Joplin, MO Building owned by Sears.
Northwoods Mall North Charleston, SC Owned by Seritage. Redeveloped with Burlington.
Oak Park Mall Overland Park, KS
Old Hickory Mall Jackson, TN Actively leasing.
Parkdale Mall Beaumont, TX Owned by Sears.
Parkway Place Huntsville, AL
Pearland Town Center Pearland, TX
Post Oak Mall College Station, TX Location purchased from Sears by third party. Conn's opened. Home supply store under negotiation.
Richland Mall Waco, TX Dillard's opened Q2 2020.
South County Center St. Louis, MO Sears still paying rent under ground lease.
Southaven Towne Center Southaven, MS
Southpark Mall Colonial Heights, VA Under negotiation with non-retail use/healthcare.
St. Clair Square Fairview Heights, IL Building owned by Sears on ground lease.
Stroud Mall Stroudsburg, PA EFO Furniture Outlet opened February 2020. Shoprite opened October 2019.
Sunrise Mall Brownsville, TX Sears sold to third party developer. TruFit and Main Event opened.
The Outlet Shoppes at Atlanta Woodstock, GA
The Outlet Shoppes at El Paso El Paso, TX
The Outlet Shoppes at Gettysburg Gettysburg, PA
The Outlet Shoppes at Laredo Laredo, TX
The Outlet Shoppes of the Bluegrass Simpsonville, KY
Turtle Creek Mall Hattiesburg, MS Owned by Sears.
Valley View Mall Roanoke, VA Owned by Sears.
Volusia Mall Daytona Beach, FL Sears sold to third party developer for future redevelopment.
West County Center St. Louis, MO
West Towne Mall Madison, WI Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby opened June 2021. Portillo's restaurant opened fall 2022. Von Maur opening fall 2022.
Westmoreland Mall Greensburg, PA Building owned by Sears on ground lease. Potential for non-retail. Stadium Casino opened November 2020.
York Galleria York, PA Hollywood Casino opened August 2021. Extra Space Storage (store purchased and converted).