8-K
CBL & ASSOCIATES PROPERTIES INC (CBL)
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): February 21, 2023 |
|---|
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 | ||
| --- | ||
| N/A | ||
| --- |
(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 February 21, 2023, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2022. The Company's earnings release and supplemental financial and operating information for the fourth quarter and year ended December 31, 2022 are 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 February 21, 2023 and Supplemental Financial and Operating Information - For the Three and Twelve Months Ended December 31, 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: | February 21, 2023 | By: | /s/ Ben Jaenicke |
| Ben Jaenicke<br>Executive Vice President -<br>Chief Financial Officer |
EX-99
Exhibit 99.1
Earnings Release and
Supplemental Financial and Operating Information
For the Three and Twelve Months Ended
December 31, 2022
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 | 26 |
| Property List | 28 |
| Operating Metrics by Collateral Pool | 31 |
| CBL & Associates HoldCo I, LLC Financial Statements | 34 |
| Leasing Activity and Average Annual Base Rents | 36 |
| Top 25 Tenants Based on Percentage of Total Annualized Revenues | 38 |
| Capital Expenditures | 39 |
| Development Activity | 40 |
| CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | 41 |
| News Release | |
| --- |
Contact: Katie Reinsmidt, EVP & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2022
Positive Operational Trends Contribute to Fourth Quarter and
Full-Year Financial Results Above Expectation
CHATTANOOGA, Tenn. (February 21, 2023) – CBL Properties (NYSE: CBL) announced results for the fourth quarter and year ended December 31, 2022. Financial results for the periods from January 1, 2021, through October 31, 2021, and for the month ended October 31, 2021, are referred to as those of the “Predecessor” period. Financial results for the periods from November 1, 2021 through December 31, 2021; and, from January 1, 2022, through December 31, 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 December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net income (loss) attributable to common shareholders | $ | 811 | $ | (151,545 | ) | $ | (393,262 | ) | |
| Funds from Operations ("FFO") | $ | 63,214 | $ | (92,968 | ) | $ | (360,265 | ) | |
| FFO, as adjusted (1) | $ | 67,173 | $ | 63,178 | $ | 43,163 | |||
| Successor | Predecessor | ||||||||
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net loss attributable to common shareholders | $ | (96,019 | ) | $ | (151,545 | ) | $ | (470,627 | ) |
| Funds from Operations ("FFO") | $ | 178,616 | $ | (92,968 | ) | $ | (144,738 | ) | |
| FFO, as adjusted (1) | $ | 243,521 | $ | 63,178 | $ | 286,649 |
(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 income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this news release.
For the Predecessor periods, FFO, as adjusted, allocable to Operating Partnership common unitholders, did not include interest expense related to the senior secured notes and credit facility. Interest payments on these loans were not required to be made during the Predecessor periods due to the Company’s bankruptcy filing on November 1, 2020.
KEY TAKEAWAYS:
• Consistent strong occupancy increases, higher percentage and other rents contributed to improvement in 2022 same-center NOI to $443.4 million. FFO, as adjusted for the year, for 2022 was $243.5 million, which was above previously issued guidance.
• CBL's Board of Directors declared a 50% increase in the regular quarterly dividend rate for the first quarter 2023 to $0.375 per share. During 2022, CBL’s Board of Directors declared a total of $2.95 per share in dividends on its common stock, including $0.75 per share in regular quarterly dividends as well as a special all-cash dividend of $2.20 per share, demonstrating CBL's commitment to returning value to shareholders.
• Portfolio occupancy as of December 31, 2022, was 91.0%, representing a 170-basis-point increase from occupancy of 89.3% as of December 31, 2021 and an increase of 50-basis-points from occupancy of 90.5% as of September 30, 2022. Same-center occupancy for malls, lifestyle centers and outlet centers was 89.6% as of December 31, 2022, a 170-basis-point increase from 87.9% as of December 31, 2021.
• Fourth quarter new and renewal comparable space leases were signed at 4.5% lower average rents versus the prior leases. The decline was driven by 10 renewal leases with one tenant. Excluding these 10 renewal leases, average renewal and total lease spreads were flat.
• Same-center tenant sales per square foot for the 12-months ended December 31, 2022, declined 2.6% to $435, compared with $447 for the prior period.
• As of December 31, 2022, the Company had $337.1 million of unrestricted cash and marketable securities.
• CBL issues 2023 FFO, as adjusted, per share, guidance in the range of $5.85 - $6.47 and 2023 same-center NOI guidance in the range of $418 million - $440 million. Guidance assumes that positive trends in occupancy and operations are offset by lower percentage rent, an unfavorable variance in the estimate for uncollectable revenues due to lower recoveries, and the net impact of lease spreads. FFO, as adjusted is also impacted by higher interest expense, primarily related to floating rate debt. More details outlined below.
“CBL enjoyed a strong and successful 2022 in all respects," said Stephen D. Lebovitz, CBL's chief executive officer. "We are pleased with our excellent fourth quarter and full-year 2022 operational and financial results, highlighted by adjusted FFO and NOI above expectations. This performance was driven primarily by strong occupancy growth both sequentially and year-over-year with portfolio occupancy improving 170 basis points over year-end 2021. Our results also benefited from higher specialty income and percentage rents and disciplined expense management. We were cautious going into the year given the macro-economic challenges, including interest rate hikes and inflationary pressure. Despite these headwinds, we enjoyed healthy tenant demand and limited store bankruptcies or closings. Traffic at our properties confirmed the consumers’ ongoing support of in-person shopping and experiences with full-year sales per square foot just 2.6% lower than 2021 levels, while remaining more than 12% above pre-pandemic levels in 2019.
"Our guidance for 2023 reflects our expectation for additional occupancy gains as new tenant demand remains at a high level. We are adding new restaurants, entertainment users and successful regional and local retailers. Additionally, expenses are expected to remain relatively in-line despite inflationary pressures. However, we expect a greater impact from bankruptcies and store closures in 2023 based on recent tenant announcements and reviews of tenant credit risk, and a lower contribution from percentage rents with the expectation that sales will moderate. Generally, new leasing demand remains healthy, and we have significant activity occurring across our portfolio that will contribute to our cash flows in 2023 and going forward.
"Our 2022 results and significant free cash flow has contributed to our strong cash balance, which funded the return of significant value to shareholders in 2022 through more than $91 million in cash dividends. We further demonstrated our commitment to our shareholders with the recently announced 50% increase in our regular quarterly dividend and are committed to pursuing opportunities that would meaningfully contribute to shareholder value in the future. The strength and flexibility of our balance sheet improved materially in 2022, with over $1.1 billion in financing activity completed. Major milestone achievements include refinancing our 10% Notes with non-recourse mortgage debt at favorable spreads to the prior rate, as well as several other notable financings through the year. As a result, we enjoy a balance sheet comprised almost-exclusively of non-recourse mortgage debt with significant ongoing amortization reducing leverage further."
Same-center Net Operating Income (“NOI”) (1):
| Successor | | | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended December 31, 2022 | For the Period November 1, 2021 through December 31, 2021 | | | For the Period October 1, 2021 through October 31, 2021 | |||||||
| Total Revenues | $ | 176,091 | $ | 122,799 | | $ | 53,643 | ||||
| Total Expenses | $ | 55,665 | $ | 36,981 | | | $ | 17,964 | |||
| Total portfolio same-center NOI | $ | 120,426 | $ | 85,818 | $ | 35,679 | |||||
| Estimate for uncollectable revenues (recovery) | $ | (416 | ) | $ | (784 | ) | $ | (782 | ) |
(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 growth in the fourth quarter benefited from new rent related to occupancy improvements and higher percentage rents, offset by the impact of negative renewal lease spreads and a lower recovery of uncollectable revenues.
| Successor | | | Predecessor | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, 2022 | For the Period November 1, 2021 through December 31, 2021 | | | For the Period January 1, 2021 through October 31, 2021 | ||||||
| Total Revenues | $ | 661,091 | $ | 122,799 | $ | 525,059 | ||||
| Total Expenses | $ | 217,732 | $ | 36,981 | $ | 172,019 | ||||
| Total portfolio same-center NOI | $ | 443,359 | $ | 85,818 | $ | 353,040 | ||||
| Estimate for uncollectable revenues (recovery) | $ | (4,339 | ) | $ | (784 | ) | $ | 2,882 |
(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 growth for the full-year 2022 benefited from new rent related to occupancy improvements, higher percentage rents and a positive variance due to the recovery of uncollectable revenues partially offset by the impact of negative renewal lease spreads and a moderate increase in operating expenses primarily related to inflationary pressure.
PORTFOLIO OPERATIONAL RESULTS
Occupancy(1):
| As of December 31, | ||
|---|---|---|
| 2022 | 2021 | |
| Total portfolio | 91.0% | 89.3% |
| Malls, Lifestyle Centers and Outlet Centers: | ||
| Total malls | 89.1% | 87.2% |
| Total lifestyle centers | 92.7% | 86.7% |
| Total outlet centers | 90.8% | 93.6% |
| Total same-center malls, lifestyle centers and outlet centers | 89.6% | 87.9% |
| All Other: | ||
| Total open-air centers | 95.3% | 94.8% |
| Total other | 93.0% | 90.5% |
(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>December 31, | Year Ended<br>December 31, | |
| 2022 | 2022 | |
| Stabilized Malls, Lifestyle Centers and Outlet Centers | (5.0)% | (5.9)% |
| New leases | 34.8% | 15.8% |
| Renewal leases | (5.8)% | (8.0)% |
Same-Center Sales Per Square Foot for In-line Tenants 10,000 Square Feet or Less:
| Sales Per Square Foot for the Trailing Twelve Months Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Mall, Lifestyle Center and Outlet Center same-center sales per square foot | $ | 435 | $ | 447 |
Same-center tenant sales per square foot for the twelve months ended December 31, 2022, declined 2.6% as compared with prior year.
DIVIDEND
On February 16, 2023, CBL’s Board of Directors declared a regular quarterly cash dividend for the three months ended March 31, 2023, of $0.375 per share, representing an increase of 50%. The dividend, which equates to an annual dividend payment of $1.50 per share, is payable on March 31, 2023, to shareholders of record as of March 15, 2023.
FINANCING ACTIVITY
In 2022, CBL completed more than $1.1 billion in financing activity. Details of financings completed in the fourth quarter 2022 and year-to-date 2023 are outlined below.
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 October, the foreclosure of Greenbrier Mall in Chesapeake, VA ($61.6 million) was completed. CBL is cooperating with the foreclosure or conveyance of Westgate Mall in Spartanburg, SC, ($29.0 million) and Alamance Crossing East in Burlington, NC, ($41.4 million) and anticipates that the properties will be placed into receivership imminently. 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 ($97.4 million). CBL is in discussions with the lender for a two-year extension/modification of the loan, which it anticipates closing within 90 days. 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 ($80.9 million at CBL’s share).
DISPOSITIONS
During the fourth quarter 2022, CBL completed the sale of five land parcels generating $4.5 million in gross proceeds at CBL's share. Year-to-date, CBL has generated more than $13.4 million from dispositions, at its share.
DEVELOPMENT AND REDEVELOPMENT ACTIVITY
In January 2023, CBL Properties and Vision Hospitality Group, Inc. announced a 50/50 joint venture to develop a 139-room Element by Westin at Mayfaire Town Center in Wilmington, North Carolina. The new hotel marks the brand’s entrance into the Wilmington market. The 83,000-square-foot hotel will be located on International Drive.
Detailed project information is available in CBL’s Financial Supplement for Q4 2022, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.
OUTLOOK AND GUIDANCE
CBL is providing the following guidance for FFO, as adjusted, and Same-Center NOI for full-year 2023:
| Low | High | |||
|---|---|---|---|---|
| 2023 FFO, as adjusted | 188 million | 208 million | ||
| 2023 FFO, as adjusted, per share | ||||
| Weighted Average Common Shares Outstanding | 32.1 million | 32.1 million | ||
| 2023 Same-Center NOI ("SC NOI") | 418 million | 440 million | ||
| 2023 Change in Same-Center NOI | )% | )% |
All values are in US Dollars.
Assumptions driving the projected change in 2023 Same-Center NOI:
| 2023 SC NOI Low End (in millions) | 2023 SC NOI High End (in millions) | Category Explanation | |||||
|---|---|---|---|---|---|---|---|
| 2022 Same-Center NOI | $ | 443.0 | $ | 443.0 | |||
| Rent from new leases and contractual rent increases | $ | 22.0 | $ | 25.0 | New gross rent contribution from stores that opened in 2022 or expected to open in 2023 and net increases from existing tenants from contractual rent bumps. | ||
| Percentage Rent | $ | (7.0 | ) | $ | (5.0 | ) | Lower percentage rent resulting from an anticipated decline in full-year sales. |
| Specialty Leasing, Branding and Other Misc. Rents | $ | (7.0 | ) | $ | (3.0 | ) | Represents an assumption of lower temporary and specialty leasing rents and lower branding and advertising revenue. |
| Store Closures/Non-Renewals | $ | (11.0 | ) | $ | (9.0 | ) | Represents gross rent loss in 2023 related to stores that closed for a partial year in 2022 or are expected to close before year-end 2023. |
| Lease Renewals/Modifications | $ | (7.0 | ) | $ | (5.0 | ) | Impact of net gross rent spreads related to renewals or lease modifications completed in 2022 and budgeted for 2023. |
| Operating Expense | $ | (5.0 | ) | $ | 0.0 | Low end represents potential increase in operating expenses driven by increases in wage expense and impact of inflation on materials. | |
| Credit Loss | $ | (3.0 | ) | $ | (1.0 | ) | Unbudgeted reserve for tenants that may file for bankruptcy/close stores. |
| Uncollectable Revenue Variance | $ | (7.0 | ) | $ | (5.0 | ) | Represents the estimated impact of an unfavorable variance in the estimate for Uncollectable Revenues. 2022 NOI included a reversal of the estimate for Uncollectable Revenues related to collected revenues that were previously written off. |
| Total Variance | $ | (25.0 | ) | $ | (3.0 | ) | |
| 2023 SC NOI Guidance | $ | 418.0 | $ | 440.0 | |||
| % Variance | (5.6 | )% | (0.7 | )% |
Reconciliation of GAAP Earnings Per Share to 2023 FFO, as Adjusted, Per Share:
| Low | High | |||||
|---|---|---|---|---|---|---|
| Expected diluted earnings per common share | $ | (3.20 | ) | $ | (2.58 | ) |
| Depreciation and amortization | 7.16 | 7.16 | ||||
| Debt discount accretion, net of noncontrolling interests' share | 1.89 | 1.89 | ||||
| Expected FFO, as adjusted, per diluted, fully converted common share | $ | 5.85 | $ | 6.47 |
2023 Estimate of Capital Items:
| Low | High | |
|---|---|---|
| 2023 Estimated deferred maintenance/tenant allowances | $40 million | $55 million |
| 2023 Estimated development/redevelopment expenditures | $15 million | $22 million |
| 2023 Estimated principal amortization (including est. term loan ECF) | $75 million | $85 million |
| Total Estimate | $130 million | $162 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. 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 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.
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.
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 (loss) 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 December 31, | Period from November 1, through December 31, | Period from October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| REVENUES: | |||||||||
| Rental revenues | $ | 143,441 | $ | 103,252 | $ | 45,892 | |||
| Management, development and leasing fees | 1,820 | 1,500 | 755 | ||||||
| Other | 4,350 | 4,094 | 1,263 | ||||||
| Total revenues | 149,611 | 108,846 | 47,910 | ||||||
| EXPENSES: | |||||||||
| Property operating | (23,080 | ) | (15,258 | ) | (7,492 | ) | |||
| Depreciation and amortization | (61,841 | ) | (49,504 | ) | (16,483 | ) | |||
| Real estate taxes | (14,550 | ) | (9,598 | ) | (5,169 | ) | |||
| Maintenance and repairs | (11,417 | ) | (7,581 | ) | (3,440 | ) | |||
| General and administrative | (16,066 | ) | (9,175 | ) | (5,779 | ) | |||
| Loss on impairment | — | — | (26,439 | ) | |||||
| Litigation settlement | 122 | 118 | 43 | ||||||
| Other | — | (3 | ) | (354 | ) | ||||
| Total expenses | (126,832 | ) | (91,001 | ) | (65,113 | ) | |||
| OTHER INCOME (EXPENSES): | |||||||||
| Interest and other income | 3,722 | 510 | 16 | ||||||
| Interest expense | (33,914 | ) | (195,488 | ) | (6,947 | ) | |||
| Gain on extinguishment of debt | 7,344 | — | — | ||||||
| Gain on deconsolidation | — | 19,126 | — | ||||||
| Gain (loss) on sales of real estate assets | 1,798 | (3 | ) | 3,695 | |||||
| Reorganization items, net | 36 | (1,403 | ) | (383,148 | ) | ||||
| Income tax (provision) benefit | (328 | ) | 5,885 | (856 | ) | ||||
| Equity in earnings (losses) of unconsolidated affiliates | 3,488 | 797 | (1,248 | ) | |||||
| Total other expenses | (17,854 | ) | (170,576 | ) | (388,488 | ) | |||
| Net income (loss) | 4,925 | (152,731 | ) | (405,691 | ) | ||||
| Net (income) loss attributable to noncontrolling interests in: | |||||||||
| Operating Partnership | — | — | 460 | ||||||
| Other consolidated subsidiaries | (2,003 | ) | 1,186 | 11,969 | |||||
| Net income (loss) attributable to the Company | 2,922 | (151,545 | ) | (393,262 | ) | ||||
| Dividends allocable to unvested restricted stock | (2,111 | ) | — | — | |||||
| Net income (loss) attributable to common shareholders | $ | 811 | $ | (151,545 | ) | $ | (393,262 | ) | |
| Basic and diluted per share data attributable to common shareholders: | |||||||||
| Net income (loss) attributable to common shareholders | $ | 0.03 | $ | (7.50 | ) | $ | (1.99 | ) | |
| Weighted-average common and potential dilutive common shares outstanding | 30,999 | 20,208 | 197,625 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Period from November 1, through December 31, | Period from January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| REVENUES: | |||||||||
| Rental revenues | $ | 542,247 | $ | 103,252 | $ | 450,922 | |||
| Management, development and leasing fees | 7,158 | 1,500 | 5,642 | ||||||
| Other | 13,606 | 4,094 | 11,465 | ||||||
| Total revenues | 563,011 | 108,846 | 468,029 | ||||||
| EXPENSES: | — | ||||||||
| Property operating | (92,126 | ) | (15,258 | ) | (72,735 | ) | |||
| Depreciation and amortization | (256,310 | ) | (49,504 | ) | (158,574 | ) | |||
| Real estate taxes | (57,119 | ) | (9,598 | ) | (50,787 | ) | |||
| Maintenance and repairs | (42,485 | ) | (7,581 | ) | (32,487 | ) | |||
| General and administrative | (67,215 | ) | (9,175 | ) | (43,160 | ) | |||
| Loss on impairment | (252 | ) | — | (146,781 | ) | ||||
| Litigation settlement | 304 | 118 | 932 | ||||||
| Other | (834 | ) | (3 | ) | (745 | ) | |||
| Total expenses | (516,037 | ) | (91,001 | ) | (504,337 | ) | |||
| OTHER INCOME (EXPENSES): | — | ||||||||
| Interest and other income | 4,938 | 510 | 2,055 | ||||||
| Interest expense | (217,342 | ) | (195,488 | ) | (72,415 | ) | |||
| Gain on extinguishment of debt | 7,344 | — | — | ||||||
| Gain on deconsolidation | 36,250 | 19,126 | 55,131 | ||||||
| Loss on available-for-sale securities | (39 | ) | — | — | |||||
| Gain (loss) on sales of real estate assets | 5,345 | (3 | ) | 12,187 | |||||
| Reorganization items, net | 298 | (1,403 | ) | (435,162 | ) | ||||
| Income tax (provision) benefit | (3,079 | ) | 5,885 | (1,078 | ) | ||||
| Equity in earnings (losses) of unconsolidated affiliates | 19,796 | 797 | (10,823 | ) | |||||
| Total other expenses | (146,489 | ) | (170,576 | ) | (450,105 | ) | |||
| Net loss | (99,515 | ) | (152,731 | ) | (486,413 | ) | |||
| Net loss attributable to noncontrolling interests in: | |||||||||
| Operating Partnership | 34 | — | 2,473 | ||||||
| Other consolidated subsidiaries | 5,999 | 1,186 | 13,313 | ||||||
| Net loss attributable to the Company | (93,482 | ) | (151,545 | ) | (470,627 | ) | |||
| Dividends allocable to unvested restricted stock | (2,537 | ) | — | — | |||||
| Net loss attributable to common shareholders | $ | (96,019 | ) | $ | (151,545 | ) | $ | (470,627 | ) |
| Basic and diluted per share data attributable to common shareholders: | |||||||||
| Net loss attributable to common shareholders | $ | (3.20 | ) | $ | (7.50 | ) | $ | (2.39 | ) |
| Weighted-average common and potential dilutive common shares outstanding | 30,046 | 20,208 | 196,591 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
The Company's reconciliation of net income (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 December 31, | Period from November 1, through December 31, | Period from October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net income (loss) attributable to common shareholders | $ | 811 | $ | (151,545 | ) | $ | (393,262 | ) | |
| Noncontrolling interest in loss of Operating Partnership | — | — | (460 | ) | |||||
| Dividends allocable to unvested restricted stock | 2,111 | — | — | ||||||
| Depreciation and amortization expense of: | |||||||||
| Consolidated properties | 61,841 | 49,504 | 16,483 | ||||||
| Unconsolidated affiliates | (191 | ) | 9,847 | 4,660 | |||||
| Non-real estate assets | (526 | ) | (132 | ) | (145 | ) | |||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (832 | ) | (622 | ) | (191 | ) | |||
| Loss on impairment, net of noncontrolling interests' share | — | — | 15,704 | ||||||
| Gain on depreciable property, net of taxes | — | (20 | ) | (3,054 | ) | ||||
| FFO allocable to Operating Partnership common unitholders | 63,214 | (92,968 | ) | (360,265 | ) | ||||
| Debt discount accretion, net of noncontrolling interests' share (1) | 22,131 | 184,637 | — | ||||||
| Adjustment for unconsolidated affiliates with negative investment (2) | (1,522 | ) | (4,574 | ) | — | ||||
| Senior secured notes fair value adjustment (3) | — | 395 | — | ||||||
| Litigation settlement (4) | (122 | ) | (118 | ) | (43 | ) | |||
| Non-cash default interest expense (5) | (9,148 | ) | (6,471 | ) | 3,107 | ||||
| Gain on deconsolidation (6) | — | (19,126 | ) | — | |||||
| Reorganization items, net of noncontrolling interests' share (7) | (36 | ) | 1,403 | 400,364 | |||||
| Gain on extinguishment of debt (8) | (7,344 | ) | — | — | |||||
| FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 67,173 | $ | 63,178 | $ | 43,163 | |||
| FFO per diluted share | $ | 1.99 | $ | (4.60 | ) | ||||
| FFO, as adjusted, per diluted share | $ | 2.11 | $ | 3.12 | |||||
| Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 31,840 | 20,219 |
(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 as additional interest expense 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 Successor and Predecessor period 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 three month Successor period ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021 includes the reversal of default interest expense when waivers or forbearance agreements were obtained, as well as default interest on loans past their maturity. The Predecessor period from October 1, 2021 through October 31, 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 were in default due to the Company filing bankruptcy.
(6) During the Successor period from November 1, 2021 through December 31, 2021, the Successor Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process.
(7) For the three month Successor period ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021, reorganization items, net, represents costs incurred subsequent to the Company filing the chapter 11 cases 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. For the Predecessor period from October 1, 2021 through October 31, 2021 reorganization items represent adjustments related to the fair value of the Successor Company, adjustments related to the write off of the Predecessor Company’s debt and the issuance of new debt of the Successor Company, as well as costs incurred subsequent to the Company filing the chapter 11 cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees.
(8) The three month Successor period ended December 31, 2022 includes a gain on extinguishment of debt related to the loan secured by The Outlet Shoppes at Gettysburg, which was modified and the modification was accounted for as an extinguishment for accounting purposes.
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 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | Period from November 1, through December 31, | Period from January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net loss attributable to common shareholders | $ | (96,019 | ) | $ | (151,545 | ) | $ | (470,627 | ) |
| Noncontrolling interest in loss of Operating Partnership | (34 | ) | — | (2,473 | ) | ||||
| Dividends allocable to unvested restricted stock | 2,537 | — | — | ||||||
| Depreciation and amortization expense of: | |||||||||
| Consolidated properties | 256,310 | 49,504 | 158,574 | ||||||
| Unconsolidated affiliates | 20,813 | 9,847 | 45,126 | ||||||
| Non-real estate assets | (1,050 | ) | (132 | ) | (1,593 | ) | |||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (3,498 | ) | (622 | ) | (1,901 | ) | |||
| Loss on impairment, net of taxes and noncontrolling interests' share | 186 | — | 136,046 | ||||||
| Gain on depreciable property, net of taxes | (629 | ) | (20 | ) | (7,890 | ) | |||
| FFO allocable to Operating Partnership common unitholders | 178,616 | (92,968 | ) | (144,738 | ) | ||||
| Debt discount accretion, net of noncontrolling interests' share (1) | 176,055 | 184,637 | — | ||||||
| Adjustment for unconsolidated affiliates with negative investment (2) | (37,645 | ) | (4,574 | ) | — | ||||
| Senior secured notes fair value adjustment (3) | (395 | ) | 395 | — | |||||
| Litigation settlement (4) | (304 | ) | (118 | ) | (932 | ) | |||
| Non-cash default interest expense (5) | (28,953 | ) | (6,471 | ) | 35,072 | ||||
| Gain on deconsolidation (6) | (36,250 | ) | (19,126 | ) | (55,131 | ) | |||
| Loss on available-for-sale securities | 39 | — | — | ||||||
| Reorganization items, net of noncontrolling interests' share (7) | (298 | ) | 1,403 | 452,378 | |||||
| Gain on extinguishment of debt (8) | (7,344 | ) | — | — | |||||
| FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 243,521 | $ | 63,178 | $ | 286,649 | |||
| FFO per diluted share | $ | 5.78 | $ | (4.60 | ) | ||||
| FFO, as adjusted, per diluted share | $ | 7.88 | $ | 3.12 | |||||
| Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 30,888 | 20,219 |
(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 as additional interest expense 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 Successor and Predecessor period 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 Successor year ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021 includes the reversal of default interest expense when waivers or forbearance agreements were obtained, as well as default interest on loans past their maturity. The Predecessor period from January 1, 2021 through October 31, 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 were in default due to the Company filing bankruptcy.
(6) For the Successor year ended December 31, 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 Successor period from November 1, 2021 through December 31, 2021, the Successor Company deconsolidated EastGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the Predecessor period from January 1, 2021 through October 31, 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) For the Successor year ended December 31, 2022 and the Successor period from November 1, 2021 through December 31, 2021, reorganization items, net, represents costs incurred subsequent to the Company filing the chapter 11 cases 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. For the Predecessor period from January 1, 2021 through October 31, 2021 reorganization items represent adjustments related to the fair value of the Successor Company, adjustments related to the write off of the Predecessor Company’s debt and the issuance of new debt of the Successor Company, as well as costs incurred subsequent to the Company filing the chapter 11 cases associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees.
(8) The Successor year ended December 31, 2022 includes a gain on extinguishment of debt related to the loan secured by The Outlet Shoppes at Gettysburg, which was modified and the modification was accounted for as an extinguishment for accounting purposes.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended December 31, | For the Period November 1, through December 31, | |||||
| 2022 | 2021 | |||||
| Diluted EPS attributable to common shareholders | $ | 0.03 | $ | (7.50 | ) | |
| Add amounts per share included in FFO: | ||||||
| Unvested restricted stock | 0.08 | — | ||||
| 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 | 1.88 | 2.90 | ||||
| FFO per diluted share | $ | 1.99 | $ | (4.60 | ) | |
| Successor | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, | For the Period November 1, through December 31, | |||||
| 2022 | 2021 | |||||
| Diluted EPS attributable to common shareholders | $ | (3.20 | ) | $ | (7.50 | ) |
| Add amounts per share included in FFO: | ||||||
| Unvested restricted stock | 0.16 | — | ||||
| 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 | 8.83 | 2.90 | ||||
| Loss on impairment, net of taxes | 0.01 | — | ||||
| Gain on depreciable property, net of taxes | (0.02 | ) | — | |||
| FFO per diluted share | $ | 5.78 | $ | (4.60 | ) |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| SUPPLEMENTAL FFO INFORMATION: | |||||||||
| Lease termination fees | $ | 1,095 | $ | 3,597 | $ | 1,518 | |||
| Straight-line rental income adjustment | $ | 3,140 | $ | 1,361 | $ | (901 | ) | ||
| Gain (loss) on outparcel sales | $ | 2,132 | $ | (23 | ) | $ | (1 | ) | |
| Net amortization of acquired above- and below-market leases | $ | (4,286 | ) | $ | (3,291 | ) | $ | 40 | |
| Income tax (provision) benefit | $ | (328 | ) | $ | 5,885 | $ | (856 | ) | |
| Abandoned projects expense | $ | — | $ | (3 | ) | $ | (354 | ) | |
| Interest capitalized | $ | 87 | $ | 221 | $ | 101 | |||
| Estimate of uncollectable revenues | $ | 866 | $ | (782 | ) | $ | (2,007 | ) | |
| Successor | Predecessor | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| SUPPLEMENTAL FFO INFORMATION: | |||||||||
| Lease termination fees | $ | 5,115 | $ | 3,597 | $ | 4,843 | |||
| Straight-line rental income adjustment | $ | 12,540 | $ | 1,361 | $ | (2,051 | ) | ||
| Gain (loss) on outparcel sales, net of taxes | $ | 5,712 | $ | (23 | ) | $ | 3,584 | ||
| Net amortization of acquired above- and below-market leases | $ | (20,773 | ) | $ | (3,291 | ) | $ | 225 | |
| Income tax (provision) benefit | $ | (3,079 | ) | $ | 5,885 | $ | (1,078 | ) | |
| Abandoned projects expense | $ | (834 | ) | $ | (3 | ) | $ | (745 | ) |
| Interest capitalized | $ | 618 | $ | 221 | $ | 133 | |||
| Estimate of uncollectable revenues | $ | 4,920 | $ | (782 | ) | $ | (6,046 | ) | |
| Successor | |||||||||
| Year Ended December 31, | Year Ended December 31, | ||||||||
| 2022 | 2021 | ||||||||
| Straight-line rent receivable | $ | 15,600 | $ | 2,452 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Dollars in thousands)
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net income (loss) | $ | 4,925 | $ | (152,731 | ) | $ | (405,691 | ) | |
| Adjustments: | |||||||||
| Depreciation and amortization | 61,841 | 49,504 | 16,483 | ||||||
| Depreciation and amortization from unconsolidated affiliates | (191 | ) | 9,847 | 4,660 | |||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (832 | ) | (622 | ) | (191 | ) | |||
| Interest expense | 33,914 | 195,488 | 6,947 | ||||||
| Interest expense from unconsolidated affiliates | 22,877 | 11,425 | 3,507 | ||||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (177 | ) | (1,464 | ) | (282 | ) | |||
| Abandoned projects expense | — | 3 | 354 | ||||||
| (Gain) loss on sales of real estate assets | (1,798 | ) | 3 | (3,695 | ) | ||||
| Gain on sales of real estate assets of unconsolidated affiliates | (374 | ) | — | — | |||||
| Adjustment for unconsolidated affiliates with negative investment | (1,522 | ) | (4,574 | ) | — | ||||
| Gain on deconsolidation | — | (19,126 | ) | — | |||||
| Loss on impairment, net of noncontrolling interests' share | — | — | 15,704 | ||||||
| Litigation settlement | (122 | ) | (118 | ) | (43 | ) | |||
| Reorganization items, net of noncontrolling interests' share | (36 | ) | 1,403 | 400,364 | |||||
| Income tax provision (benefit) | 328 | (5,885 | ) | 856 | |||||
| Lease termination fees | (1,095 | ) | (3,597 | ) | (1,518 | ) | |||
| Straight-line rent and above- and below-market lease amortization | 1,146 | 1,930 | 861 | ||||||
| Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries | (2,003 | ) | 1,186 | 11,969 | |||||
| General and administrative expenses | 16,066 | 9,175 | 5,779 | ||||||
| Management fees and non-property level revenues | (9,979 | ) | (2,801 | ) | (19,462 | ) | |||
| Operating Partnership's share of property NOI | 122,968 | 89,046 | 36,602 | ||||||
| Non-comparable NOI | (2,542 | ) | (3,228 | ) | (923 | ) | |||
| Total same-center NOI (1) | $ | 120,426 | $ | 85,818 | $ | 35,679 |
(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 December 31, 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 December 31, 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. Same-center NOI of the Successor company was $120,426 for the three months ended December 31, 2022. Same-center NOI of the Successor company for the period from November 1, 2021 through December 31, 2021 was $85,818. Same-center NOI of the Predecessor company for the period from October 1, 2021 through October 31, 2021 was $35,679. Same-center NOI of the Successor company was 0.9% lower for the three months ended December 31, 2022.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Dollars in thousands)
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net loss | $ | (99,515 | ) | $ | (152,731 | ) | $ | (486,413 | ) |
| Adjustments: | |||||||||
| Depreciation and amortization | 256,310 | 49,504 | 158,574 | ||||||
| Depreciation and amortization from unconsolidated affiliates | 20,813 | 9,847 | 45,126 | ||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (3,498 | ) | (622 | ) | (1,901 | ) | |||
| Interest expense | 217,342 | 195,488 | 72,415 | ||||||
| Interest expense from unconsolidated affiliates | 88,331 | 11,425 | 34,514 | ||||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (7,960 | ) | (1,464 | ) | (2,790 | ) | |||
| Abandoned projects expense | 834 | 3 | 745 | ||||||
| (Gain) loss on sales of real estate assets | (5,345 | ) | 3 | (12,187 | ) | ||||
| Gain on sales of real estate assets of unconsolidated affiliates | (1,036 | ) | — | (70 | ) | ||||
| Adjustment for unconsolidated affiliates with negative investment | (37,645 | ) | (4,574 | ) | — | ||||
| Gain on deconsolidation | (36,250 | ) | (19,126 | ) | (55,131 | ) | |||
| Loss on available-for-sale securities | 39 | — | — | ||||||
| Loss on impairment, net of noncontrolling interests' share | 252 | — | 136,046 | ||||||
| Litigation settlement | (304 | ) | (118 | ) | (932 | ) | |||
| Reorganization items, net of noncontrolling interests' share | (298 | ) | 1,403 | 452,378 | |||||
| Income tax provision (benefit) | 3,079 | (5,885 | ) | 1,078 | |||||
| Lease termination fees | (5,115 | ) | (3,597 | ) | (4,843 | ) | |||
| Straight-line rent and above- and below-market lease amortization | 8,233 | 1,930 | 1,826 | ||||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 5,999 | 1,186 | 13,313 | ||||||
| General and administrative expenses | 67,215 | 9,175 | 43,160 | ||||||
| Management fees and non-property level revenues | (11,777 | ) | (2,801 | ) | (26,604 | ) | |||
| Operating Partnership's share of property NOI | 459,704 | 89,046 | 368,304 | ||||||
| Non-comparable NOI | (16,345 | ) | (3,228 | ) | (15,264 | ) | |||
| Total same-center NOI (1) | $ | 443,359 | $ | 85,818 | $ | 353,040 |
(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 December 31, 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 December 31, 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. Same-center NOI of the Successor company was $443,359 for the year ended December 31, 2022. Same-center NOI of the Successor company for the period from November 1, 2021 through December 31, 2021 was $85,818. Same-center NOI of the Predecessor company for the period from January 1, 2021 through October 31, 2021 was $353,040. Same-center NOI of the Successor company was 1.0% higher for the year ended December 31, 2022.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Continued)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Three Months Ended December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | ||||
| 2022 | 2021 | 2021 | ||||
| Malls | $ | 86,129 | $ | 62,824 | $ | 25,180 |
| Outlet centers | 5,030 | 3,120 | 1,433 | |||
| Lifestyle centers | 10,161 | 7,053 | 3,091 | |||
| Open-air centers | 13,423 | 8,868 | 4,236 | |||
| Outparcels and other | 5,683 | 3,953 | 1,739 | |||
| Total same-center NOI (1) | $ | 120,426 | $ | 85,818 | $ | 35,679 |
| Successor | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | ||||
| 2022 | 2021 | 2021 | ||||
| Malls | $ | 313,098 | $ | 62,824 | $ | 250,983 |
| Outlet centers | 18,480 | 3,120 | 13,613 | |||
| Lifestyle centers | 36,685 | 7,053 | 28,350 | |||
| Open-air centers | 53,215 | 8,868 | 42,166 | |||
| Outparcels and other | 21,881 | 3,953 | 17,928 | |||
| Total same-center NOI (1) | $ | 443,359 | $ | 85,818 | $ | 353,040 |
(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 December 31, 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 December 31, 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 December 31, 2022 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | $ | 1,023,634 | $ | 1,065,942 | $ | 2,089,576 | $ | (17,101 | ) | $ | (72,289 | ) | $ | 2,000,186 | ||||
| Noncontrolling interests' share of consolidated debt | (25,420 | ) | (13,387 | ) | (38,807 | ) | 317 | 7,448 | (31,042 | ) | ||||||||
| Company's share of unconsolidated affiliates' debt | 621,642 | 71,584 | 693,226 | (2,142 | ) | — | 691,084 | |||||||||||
| Company's share of consolidated and unconsolidated debt | $ | 1,619,856 | $ | 1,124,139 | $ | 2,743,995 | $ | (18,926 | ) | $ | (64,841 | ) | $ | 2,660,228 | ||||
| Weighted-average interest rate | 4.83 | % | 7.10 | % | 5.76 | % | ||||||||||||
| As of December 31, 2021 | ||||||||||||||||||
| 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 | $ | 1,461,927 | $ | 947,002 | $ | 2,408,929 | $ | (1,567 | ) | $ | (199,153 | ) | $ | 2,208,209 | ||||
| Noncontrolling interests' share of consolidated debt | (29,381 | ) | — | (29,381 | ) | — | 13,519 | (15,862 | ) | |||||||||
| Company's share of unconsolidated affiliates' debt | 612,322 | 90,691 | 703,013 | (1,971 | ) | — | 701,042 | |||||||||||
| Other debt (2) | 92,072 | — | 92,072 | — | — | 92,072 | ||||||||||||
| Company's share of consolidated, unconsolidated and other debt | $ | 2,136,940 | $ | 1,037,693 | $ | 3,174,633 | $ | (3,538 | ) | $ | (185,634 | ) | $ | 2,985,461 | ||||
| Weighted-average interest rate | 5.84 | % | 3.63 | % | 5.12 | % |
(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 debt discounts upon emergence from bankruptcy. The debt discounts are 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.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
| 2021 | |||||
| ASSETS | |||||
| Real estate assets: | |||||
| Land | 596,715 | $ | 599,283 | ||
| Buildings and improvements | 1,198,597 | 1,173,106 | |||
| 1,795,312 | 1,772,389 | ||||
| Accumulated depreciation | (136,901 | ) | (19,939 | ) | |
| 1,658,411 | 1,752,450 | ||||
| Developments in progress | 5,576 | 16,665 | |||
| Net investment in real estate assets | 1,663,987 | 1,769,115 | |||
| Cash and cash equivalents | 44,718 | 169,554 | |||
| Available-for-sale securities - at fair value (amortized cost of 293,476 and 149,999 as of December 31, 2022 and 2021, respectively) | 292,422 | 149,996 | |||
| Receivables: | |||||
| Tenant | 40,620 | 25,190 | |||
| Other | 3,876 | 4,793 | |||
| Investments in unconsolidated affiliates | 77,295 | 103,655 | |||
| In-place leases, net | 247,497 | 384,705 | |||
| Above market leases, net | 171,265 | 234,286 | |||
| Intangible lease assets and other assets | 136,563 | 104,685 | |||
| 2,678,243 | $ | 2,945,979 | |||
| LIABILITIES AND EQUITY | |||||
| Mortgage and other indebtedness, net | 2,000,186 | $ | 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 | 110,616 | 151,871 | |||
| Accounts payable and accrued liabilities | 200,312 | 184,404 | |||
| Total liabilities | 2,311,114 | 2,544,879 | |||
| Shareholders' equity: | |||||
| Common stock, .001 par value, 200,000,000 shares authorized, 31,780,109 and 20,774,716 issued and outstanding in 2022 and 2021, respectively | 32 | 21 | |||
| Additional paid-in capital | 710,497 | 547,726 | |||
| Accumulated other comprehensive loss | (1,054 | ) | (3 | ) | |
| Accumulated deficit | (338,934 | ) | (151,545 | ) | |
| Total shareholders' equity | 370,541 | 396,199 | |||
| Noncontrolling interests | (3,412 | ) | 4,901 | ||
| Total equity | 367,129 | 401,100 | |||
| 2,678,243 | $ | 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)
| December 31, 2022 | December 31, 2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS: | ||||||||||||||||||
| Investment in real estate assets | $ | 1,971,348 | $ | 2,364,154 | ||||||||||||||
| Accumulated depreciation | (829,574 | ) | (934,374 | ) | ||||||||||||||
| 1,141,774 | 1,429,780 | |||||||||||||||||
| Developments in progress | 10,914 | 7,288 | ||||||||||||||||
| Net investment in real estate assets | 1,152,688 | 1,437,068 | ||||||||||||||||
| Other assets | 170,756 | 188,683 | ||||||||||||||||
| Total assets | $ | 1,323,444 | $ | 1,625,751 | ||||||||||||||
| LIABILITIES: | ||||||||||||||||||
| Mortgage and other indebtedness, net | $ | 1,333,152 | $ | 1,452,794 | ||||||||||||||
| Other liabilities | 33,419 | 64,598 | ||||||||||||||||
| Total liabilities | 1,366,571 | 1,517,392 | ||||||||||||||||
| OWNERS' EQUITY: | ||||||||||||||||||
| The Company | 3,123 | 102,792 | ||||||||||||||||
| Other investors | (46,250 | ) | 5,567 | |||||||||||||||
| Total owners' equity (deficit) | (43,127 | ) | 108,359 | |||||||||||||||
| Total liabilities and owners’ equity | $ | 1,323,444 | $ | 1,625,751 | ||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||
| Total revenues | $ | 66,331 | $ | 69,948 | $ | 260,275 | $ | 251,933 | ||||||||||
| Depreciation and amortization | (16,651 | ) | (22,396 | ) | (72,390 | ) | (92,411 | ) | ||||||||||
| Operating expenses | (20,796 | ) | (24,717 | ) | (87,008 | ) | (87,321 | ) | ||||||||||
| Interest and other income | 379 | 332 | 1,379 | 1,400 | ||||||||||||||
| Interest expense | (15,268 | ) | (7,534 | ) | (51,507 | ) | (74,576 | ) | ||||||||||
| Gain on extinguishment of debt | 39,022 | 48,425 | 80,353 | 48,425 | ||||||||||||||
| Gain on sales of real estate assets | 3,059 | 10,763 | 6,352 | 11,146 | ||||||||||||||
| Net income | $ | 56,076 | $ | 74,821 | $ | 137,454 | $ | 58,596 | ||||||||||
| Company's Share for the Period | Company's Share for the Period | |||||||||||||||||
| Successor | Predecessor | Successor | Predecessor | |||||||||||||||
| Three Months Ended December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||||||||
| 2022 | 2021 | 2021 | 2022 | 2021 | 2021 | |||||||||||||
| Total revenues | $ | 35,071 | $ | 25,588 | $ | 10,511 | $ | 132,044 | $ | 25,588 | $ | 101,610 | ||||||
| Depreciation and amortization | (13,163 | ) | (9,847 | ) | (4,660 | ) | (55,075 | ) | (9,847 | ) | (45,126 | ) | ||||||
| Operating expenses | (11,048 | ) | (8,248 | ) | (3,669 | ) | (42,707 | ) | (8,248 | ) | (33,671 | ) | ||||||
| Interest and other income | 255 | 155 | 77 | 948 | 155 | 808 | ||||||||||||
| Interest expense | (22,877 | ) | (11,425 | ) | (3,507 | ) | (88,331 | ) | (11,425 | ) | (34,514 | ) | ||||||
| Negative investment adjustment | 14,876 | 4,574 | — | 71,907 | 4,574 | — | ||||||||||||
| Loss on impairment | — | — | — | (26 | ) | — | — | |||||||||||
| Gain on sales of real estate assets | 374 | — | — | 1,036 | — | 70 | ||||||||||||
| Net income (loss) | $ | 3,488 | $ | 797 | $ | (1,248 | ) | $ | 19,796 | $ | 797 | $ | (10,823 | ) |
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, gains on extinguishment of debt, 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 (loss), 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 December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net income (loss) | $ | 4,925 | $ | (152,731 | ) | $ | (405,691 | ) | |
| Depreciation and amortization | 61,841 | 49,504 | 16,483 | ||||||
| Depreciation and amortization from unconsolidated affiliates | (191 | ) | 9,847 | 4,660 | |||||
| Interest expense | 33,914 | 195,488 | 6,947 | ||||||
| Interest expense from unconsolidated affiliates | 22,877 | 11,425 | 3,507 | ||||||
| Income taxes | 443 | (5,847 | ) | 907 | |||||
| Loss on impairment | — | — | 26,439 | ||||||
| Gain on depreciable property | — | (20 | ) | (3,696 | ) | ||||
| Gain on deconsolidation | — | (19,126 | ) | — | |||||
| EBITDAre (1) | 123,809 | 88,540 | (350,444 | ) | |||||
| Gain on extinguishment of debt | (7,344 | ) | — | — | |||||
| Reorganization items, net of noncontrolling interests' share | (36 | ) | 1,403 | 400,364 | |||||
| Litigation settlement | (122 | ) | (118 | ) | (43 | ) | |||
| Abandoned projects expense | — | 3 | 354 | ||||||
| Adjustment for unconsolidated affiliates with negative investment | (1,522 | ) | (4,574 | ) | — | ||||
| Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries | (2,003 | ) | 1,186 | 11,969 | |||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (832 | ) | (622 | ) | (191 | ) | |||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (177 | ) | (1,464 | ) | (282 | ) | |||
| Company's share of Adjusted EBITDAre | $ | 111,773 | $ | 84,354 | $ | 61,727 |
(1) Includes $2,172 for the three month Successor period ended December 31, 2022, $(23) for the Successor period from November 1, 2021 through December 31, 2021 and $(1) for the Predecessor period from October 1, 2021 through October 31, 2021 related to sales of non-depreciable real estate assets.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Interest Expense: | |||||||||
| Interest expense | $ | 33,914 | $ | 195,488 | $ | 6,947 | |||
| Interest expense from unconsolidated affiliates | 22,877 | 11,425 | 3,507 | ||||||
| Debt discount accretion, net of noncontrolling interests' share | (22,131 | ) | (173,773 | ) | — | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 1,151 | (1,464 | ) | (282 | ) | ||||
| Company's share of interest expense | $ | 35,811 | $ | 31,676 | $ | 10,172 | |||
| Ratio of Adjusted EBITDAre to Interest Expense | 3.1 | x | 2.7 | x | 6.1 | x | |||
| Successor | Predecessor | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Company's share of Adjusted EBITDAre | $ | 111,773 | $ | 84,354 | $ | 61,727 | |||
| Interest expense | (33,914 | ) | (195,488 | ) | (6,947 | ) | |||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 177 | 1,464 | 282 | ||||||
| Reorganization items, net of noncontrolling interests' share | 36 | (1,403 | ) | (400,364 | ) | ||||
| Reorganization items (non-cash) | — | — | 256,433 | ||||||
| Income taxes | (443 | ) | 5,847 | (907 | ) | ||||
| Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts | 7,820 | 174,439 | 106 | ||||||
| Net amortization of intangible lease assets and liabilities | 4,265 | 3,346 | 86 | ||||||
| Depreciation and interest expense from unconsolidated affiliates | (22,686 | ) | (21,272 | ) | (8,167 | ) | |||
| Adjustment for unconsolidated affiliates with negative investment | 1,522 | 4,574 | — | ||||||
| Litigation settlement | 122 | 118 | 43 | ||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 832 | 622 | 191 | ||||||
| Net income (loss) attributable to noncontrolling interests in other consolidated subsidiaries | 2,003 | (1,186 | ) | (11,969 | ) | ||||
| (Gain) loss on outparcel sales | (1,798 | ) | 23 | 1 | |||||
| (Gain) loss on insurance proceeds | 118 | (433 | ) | — | |||||
| Equity in (earnings) losses of unconsolidated affiliates | (3,488 | ) | (797 | ) | 1,248 | ||||
| Distributions of earnings from unconsolidated affiliates | 5,720 | 2,247 | 1,876 | ||||||
| Share-based compensation expense | 3,469 | 282 | 109 | ||||||
| Change in estimate of uncollectable revenues | (820 | ) | 1,008 | (2,670 | ) | ||||
| Change in deferred tax assets | 2,104 | (10,853 | ) | — | |||||
| Changes in operating assets and liabilities | (22,398 | ) | 10,157 | 13,811 | |||||
| Cash flows provided by (used in) operating activities | $ | 54,414 | $ | 57,049 | $ | (95,111 | ) |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Ratio of Adjusted EBITDAre to Interest Expense
(Dollars in thousands)
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Net loss | $ | (99,515 | ) | $ | (152,731 | ) | $ | (486,413 | ) |
| Depreciation and amortization | 256,310 | 49,504 | 158,574 | ||||||
| Depreciation and amortization from unconsolidated affiliates | 20,813 | 9,847 | 45,126 | ||||||
| Interest expense | 217,342 | 195,488 | 72,415 | ||||||
| Interest expense from unconsolidated affiliates | 88,331 | 11,425 | 34,514 | ||||||
| Income taxes | 3,335 | (5,847 | ) | 2,138 | |||||
| Loss on impairment | 252 | — | 146,781 | ||||||
| Gain on depreciable property | (629 | ) | (20 | ) | (8,532 | ) | |||
| Gain on deconsolidation | (36,250 | ) | (19,126 | ) | (55,131 | ) | |||
| EBITDAre (1) | 449,989 | 88,540 | (90,528 | ) | |||||
| Gain on extinguishment of debt | (7,344 | ) | — | — | |||||
| Loss on available-for-sale securities | 39 | — | — | ||||||
| Reorganization items, net of noncontrolling interests' share | (298 | ) | 1,403 | 452,378 | |||||
| Litigation settlement | (304 | ) | (118 | ) | (932 | ) | |||
| Abandoned projects expense | 834 | 3 | 745 | ||||||
| Adjustment for unconsolidated affiliates with negative investment | (37,645 | ) | (4,574 | ) | — | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 5,999 | 1,186 | 13,313 | ||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (3,498 | ) | (622 | ) | (1,901 | ) | |||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (7,960 | ) | (1,464 | ) | (2,790 | ) | |||
| Company's share of Adjusted EBITDAre | $ | 399,812 | $ | 84,354 | $ | 370,285 |
(1) Includes $5,752 for the Successor year ended December 31, 2022, $(23) for the Successor period from November 1, 2021 through December 31, 2021 and $3,655 for the Predecessor period from January 1, 2021 through October 31, 2021 related to sales of non-depreciable real estate assets.
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Interest Expense: | |||||||||
| Interest expense | $ | 217,342 | $ | 195,488 | $ | 72,415 | |||
| Interest expense from unconsolidated affiliates | 88,331 | 11,425 | 34,514 | ||||||
| Debt discount accretion, net of noncontrolling interests' share | (176,055 | ) | (173,773 | ) | — | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,079 | ) | (1,464 | ) | (2,790 | ) | |||
| Company's share of interest expense | $ | 128,539 | $ | 31,676 | $ | 104,139 | |||
| Ratio of Adjusted EBITDAre to Interest Expense | 3.1 | x | 2.7 | x | 3.6 | x |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Successor | Predecessor | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | |||||||
| 2022 | 2021 | 2021 | |||||||
| Company's share of Adjusted EBITDAre | $ | 399,812 | $ | 84,354 | $ | 370,285 | |||
| Interest expense | (217,342 | ) | (195,488 | ) | (72,415 | ) | |||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 7,960 | 1,464 | 2,790 | ||||||
| Reorganization items, net of noncontrolling interests' share | 298 | (1,403 | ) | (452,378 | ) | ||||
| Reorganization items (non-cash) | — | — | 256,433 | ||||||
| Income taxes | (3,335 | ) | 5,847 | (2,138 | ) | ||||
| Net amortization of deferred financing costs, discounts and premiums on available-for-sale securities and debt discounts | 117,489 | 174,439 | 1,877 | ||||||
| Net amortization of intangible lease assets and liabilities | 20,798 | 3,346 | 659 | ||||||
| Depreciation and interest expense from unconsolidated affiliates | (109,144 | ) | (21,272 | ) | (79,640 | ) | |||
| Gain on depreciable property from unconsolidated affiliates | 629 | — | — | ||||||
| Adjustment for unconsolidated affiliates with negative investment | 37,645 | 4,574 | — | ||||||
| Litigation settlement | 304 | 118 | 932 | ||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 3,498 | 622 | 1,901 | ||||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | (5,999 | ) | (1,186 | ) | (13,313 | ) | |||
| (Gain) loss on outparcel sales | (5,345 | ) | 23 | (3,655 | ) | ||||
| Gain on insurance proceeds | (687 | ) | (433 | ) | — | ||||
| Equity in (earnings) losses of unconsolidated affiliates | (19,796 | ) | (797 | ) | 10,823 | ||||
| Distributions of earnings from unconsolidated affiliates | 23,905 | 2,247 | 16,358 | ||||||
| Share-based compensation expense | 11,885 | 282 | 1,186 | ||||||
| Change in estimate of uncollectable revenues | (4,463 | ) | 1,008 | 5,692 | |||||
| Change in deferred tax assets | 1,128 | (10,853 | ) | — | |||||
| Changes in operating assets and liabilities | (51,006 | ) | 10,157 | 61,662 | |||||
| Cash flows provided by operating activities | $ | 208,234 | $ | 57,049 | $ | 107,059 |
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 December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | ||||||
| 2022 | 2021 | 2021 | ||||||
| Minimum rents | $ | 101,856 | $ | 73,589 | $ | 34,799 | ||
| Percentage rents | 11,010 | 9,526 | 2,277 | |||||
| Other rents | 2,976 | 2,199 | 645 | |||||
| Tenant reimbursements | 27,293 | 19,067 | 9,533 | |||||
| Estimate of uncollectable amounts | 306 | (1,129 | ) | (1,362 | ) | |||
| Total rental revenues | $ | 143,441 | $ | 103,252 | $ | 45,892 | ||
| Successor | Predecessor | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | ||||||
| 2022 | 2021 | 2021 | ||||||
| Minimum rents | $ | 394,986 | $ | 73,589 | $ | 337,751 | ||
| Percentage rents | 23,507 | 9,526 | 12,376 | |||||
| Other rents | 8,676 | 2,199 | 4,675 | |||||
| Tenant reimbursements | 111,073 | 19,067 | 102,197 | |||||
| Estimate of uncollectable amounts | 4,005 | (1,129 | ) | (6,077 | ) | |||
| Total rental revenues | $ | 542,247 | $ | 103,252 | $ | 450,922 |
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 December 31, 2022 | Balance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | Variable | ||||||||||||||||||
| Operating Properties: | |||||||||||||||||||
| Alamance Crossing (1)(2) | Burlington, NC | Jul-21 | 5.83 | % | $ | 41,417 | $ | 41,417 | $ | — | |||||||||
| WestGate Mall (1)(2) | Spartanburg, SC | Jul-22 | 4.99 | % | 29,002 | 29,002 | — | ||||||||||||
| Cross Creek Mall (3) | Fayetteville, NC | Jan-23 | 4.54 | % | 97,431 | 97,431 | — | ||||||||||||
| Fayette Mall (4) | Lexington, KY | May-23 | May-26 | 4.25 | % | 127,568 | 127,568 | — | |||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | Jun-23 | Jun-24 | 7.37 | % | 38,250 | — | 38,250 | |||||||||||
| Brookfield Square Anchor Redevelopment | Brookfield, WI | Dec-23 | Dec-24 | 7.02 | % | 18,240 | — | 18,240 | |||||||||||
| Volusia Mall | Daytona Beach, FL | May-24 | 4.56 | % | 40,967 | 40,967 | — | ||||||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | Oct-25 | 4.80 | % | 20,974 | 20,974 | — | ||||||||||||
| Parkdale Mall & Crossing | Beaumont, TX | Mar-26 | 5.85 | % | 63,136 | 63,136 | — | ||||||||||||
| Northwoods Mall | North Charleston, SC | Apr-26 | 5.08 | % | 57,059 | 57,059 | — | ||||||||||||
| Arbor Place | Atlanta (Douglasville), GA | May-26 | 5.10 | % | 97,244 | 97,244 | — | ||||||||||||
| Hamilton Place | Chattanooga, TN | Jun-26 | 4.36 | % | 93,997 | 93,997 | — | ||||||||||||
| Jefferson Mall | Louisville, KY | Jun-26 | 4.75 | % | 55,817 | 55,817 | — | ||||||||||||
| Southpark Mall | Colonial Heights, VA | Jun-26 | 4.85 | % | 54,022 | 54,022 | — | ||||||||||||
| Open-air centers and outparcels loan (5) | Jun-27 | Jun-29 | 7.59 | % | 360,000 | 180,000 | 180,000 | ||||||||||||
| Hamilton Place open-air centers loan | Jun-32 | 5.85 | % | 65,000 | 65,000 | — | |||||||||||||
| Total Loans On Operating Properties | 1,260,124 | 1,023,634 | 236,490 | ||||||||||||||||
| Weighted-average interest rate | 5.77 | % | 5.26 | % | 7.99 | % | |||||||||||||
| Corporate Debt: | |||||||||||||||||||
| Secured term loan | Nov-25 | Nov-26/Nov-27 | 6.87 | % | 829,452 | — | 829,452 | ||||||||||||
| Total Consolidated Debt | $ | 2,089,576 | (6) | $ | 1,023,634 | $ | 1,065,942 | ||||||||||||
| Weighted-average interest rate | 6.21 | % | 5.26 | % | 7.12 | % | |||||||||||||
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | |||||||||||||||||||
| West County Center (1)(3) | Des Peres, MO | Dec-22 | 3.40 | % | $ | 80,944 | $ | 80,944 | $ | — | |||||||||
| Friendly Center | Greensboro, NC | Apr-23 | 3.48 | % | 42,901 | 42,901 | — | ||||||||||||
| 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 | 9.12 | % | 7,397 | — | 7,397 | ||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 33,295 | 33,295 | — | ||||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 6.62 | % | 4,383 | — | 4,383 | ||||||||||||
| Coastal Grand | Myrtle Beach, SC | Aug-24 | 4.09 | % | 49,971 | 49,971 | — | ||||||||||||
| Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 2,411 | 2,411 | — | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 3,426 | 3,426 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 6.62 | % | 8,265 | — | 8,265 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 32,484 | 32,484 | — | ||||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 6.62 | % | 18,474 | — | 18,474 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 6.62 | % | 5,923 | — | 5,923 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 6.62 | % | 24,749 | — | 24,749 | |||||||||||
| 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 | — | ||||||||||||
| 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 December 31, 2022 | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed | Variable | ||||||||||||||||||
| Oak Park Mall | Overland Park, KS | Oct-25 | 3.97 | % | 131,264 | 131,264 | — | ||||||||||||
| Northgate Mall Developments | Chattanooga, TN | Nov-25 | 7.25 | % | 2,393 | — | 2,393 | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 39,139 | 39,139 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 71,606 | 71,606 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 35,043 | 35,043 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-29 | 4.35 | % | 27,315 | 27,315 | — | ||||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | May-32 | 5.40 | % | 19,842 | 19,842 | — | ||||||||||||
| SUBTOTAL | 693,226 | (6) | 621,642 | 71,584 | |||||||||||||||
| Less Noncontrolling Interests' Share Of Consolidated Debt: | |||||||||||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | 35 | % | Jun-23 | Jun-24 | 7.37 | % | (13,387 | ) | — | (13,387 | ) | |||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | 50 | % | Oct-25 | 4.80 | % | (10,487 | ) | (10,487 | ) | — | ||||||||
| Hamilton Place | Chattanooga, TN | 10 | % | Jun-26 | 4.36 | % | (9,400 | ) | (9,400 | ) | — | ||||||||
| Hamilton Place open-air centers loan | 8% - 10% | Jun-32 | 5.85 | % | (5,533 | ) | (5,533 | ) | — | ||||||||||
| (38,807 | ) | (6) | (25,420 | ) | (13,387 | ) | |||||||||||||
| Company's Share Of Consolidated, Unconsolidated and Other Debt | $ | 2,743,995 | (6) | $ | 1,619,856 | $ | 1,124,139 | ||||||||||||
| Weighted-average interest rate | 5.76 | % | 4.83 | % | 7.10 | % | |||||||||||||
| Total Debt of Unconsolidated Affiliates: | |||||||||||||||||||
| West County Center (1)(3) | Des Peres, MO | Dec-22 | 3.40 | % | $ | 161,887 | $ | 161,887 | $ | — | |||||||||
| Friendly Center | Greensboro, NC | Apr-23 | 3.48 | % | 85,802 | 85,802 | — | ||||||||||||
| 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 | 9.12 | % | 7,397 | — | 7,397 | ||||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | Nov-23 | 4.90 | % | 66,591 | 66,591 | — | ||||||||||||
| The Outlet Shoppes at Atlanta - Phase II | Woodstock, GA | Nov-23 | 6.62 | % | 4,383 | — | 4,383 | ||||||||||||
| Coastal Grand | Myrtle Beach, SC | Aug-24 | 4.09 | % | 99,942 | 99,942 | — | ||||||||||||
| Coastal Grand Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 4,823 | 4,823 | — | ||||||||||||
| Coastal Grand - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 6,851 | 6,851 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 6.62 | % | 16,530 | — | 16,530 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 64,969 | 64,969 | — | ||||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 6.62 | % | 36,947 | — | 36,947 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 6.62 | % | 11,846 | — | 11,846 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 6.62 | % | 49,498 | — | 49,498 | |||||||||||
| 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 | % | 262,528 | 262,528 | — | ||||||||||||
| Northgate Mall Developments | Chattanooga, TN | Nov-25 | 7.25 | % | 4,787 | — | 4,787 | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 60,214 | 60,214 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 143,213 | 143,213 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 70,086 | 70,086 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-29 | 4.35 | % | 42,023 | 42,023 | — | ||||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | May-32 | 5.40 | % | 39,683 | 39,683 | — | ||||||||||||
| $ | 1,337,001 | $ | 1,205,613 | $ | 131,388 | ||||||||||||||
| Weighted-average interest rate | 4.39 | % | 4.13 | % | 6.78 | % |
(1) The loan is in maturity default.
(2) The Company is in discussions with the lender.
(3) The Company is in discussions with the lender regarding an extension.
(4) The loan has three one-year extension options for a fully extended maturity date of May 1, 2026.
(5) 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%.
(6) See page 16 for debt discounts and unamortized deferred financing costs.
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 | Noncontrolling<br>Interests' Share<br>of Consolidated<br>Debt | CBL's Share of<br>Consolidated and Unconsolidated<br>Debt | % of Total | Weighted<br>Average<br>Interest<br>Rate | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | $ | 41,417 | $ | — | $ | — | $ | 41,417 | 1.51 | % | 5.83 | % | |||
| 2022 | 29,002 | 80,944 | — | 109,946 | 4.01 | % | 3.82 | % | |||||||
| 2023 | 97,431 | 117,976 | — | 215,407 | 7.85 | % | 4.42 | % | |||||||
| 2024 | 97,457 | 96,557 | (13,387 | ) | 180,627 | 6.58 | % | 5.00 | % | ||||||
| 2025 | 20,974 | 155,658 | (10,487 | ) | 166,145 | 6.05 | % | 4.10 | % | ||||||
| 2026 | 548,843 | 88,285 | (9,400 | ) | 627,728 | 22.88 | % | 4.88 | % | ||||||
| 2027 | 829,452 | — | — | 829,452 | 30.23 | % | 6.87 | % | |||||||
| 2028 | — | 106,649 | — | 106,649 | 3.89 | % | 4.93 | % | |||||||
| 2029 | 360,000 | 27,315 | — | 387,315 | 14.12 | % | 6.73 | % | |||||||
| 2032 | 65,000 | 19,842 | (5,533 | ) | 79,309 | 2.89 | % | 5.74 | % | ||||||
| Face Amount of Debt | $ | 2,089,576 | $ | 693,226 | $ | (38,807 | ) | $ | 2,743,995 | 100.00 | % | 5.66 | % | ||
| Based on Original Maturity Dates: | |||||||||||||||
| Year | Consolidated<br>Debt | CBL's Share of<br>Unconsolidated<br>Affiliates' Debt | Noncontrolling<br>Interests' Share<br>of Consolidated<br>Debt | CBL's Share of<br>Consolidated and Unconsolidated<br>Debt | % of Total | Weighted<br>Average<br>Interest<br>Rate | |||||||||
| 2021 | $ | 41,417 | $ | — | $ | — | $ | 41,417 | 1.51 | % | 5.83 | % | |||
| 2022 | 29,002 | 80,944 | — | 109,946 | 4.01 | % | 3.82 | % | |||||||
| 2023 | 281,489 | 117,976 | (13,387 | ) | 386,078 | 14.07 | % | 4.67 | % | ||||||
| 2024 | 40,967 | 96,557 | — | 137,524 | 5.01 | % | 4.30 | % | |||||||
| 2025 | 850,426 | 204,804 | (10,487 | ) | 1,044,743 | 38.07 | % | 6.42 | % | ||||||
| 2026 | 421,275 | 39,139 | (9,400 | ) | 451,014 | 16.44 | % | 4.87 | % | ||||||
| 2027 | 360,000 | — | — | 360,000 | 13.12 | % | 6.91 | % | |||||||
| 2028 | — | 106,649 | — | 106,649 | 3.89 | % | 4.93 | % | |||||||
| 2029 | — | 27,315 | — | 27,315 | 1.00 | % | 4.35 | % | |||||||
| 2032 | 65,000 | 19,842 | (5,533 | ) | 79,309 | 2.89 | % | 5.74 | % | ||||||
| Face Amount of Debt | $ | 2,089,576 | $ | 693,226 | $ | (38,807 | ) | $ | 2,743,995 | 100.00 | % | 5.66 | % |
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 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.
Outlet Centers: The Outlet Centers are open-air centers that are anchored by one or more large discount or off-price stores as well as a selection of brand name discount or off-price stores.
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 or convenience offerings. Open-Air Centers may be located adjacent to CBL’s existing Malls or Lifestyle 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. The outparcels are generally single-tenant or multi-tenant buildings that are either structured on a ground lease or building lease.
Other: Other includes other non-retail property types such as office, hotels or vacant land.
The information provided in the tables below, including historic operational and financial information, is for Properties owned as of December 31, 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 December 31, 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:
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended (1) | In-Line Occupancy (2) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||
| 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 | $ | 398 | $ | 402 | 91.4 | % | 89.0 | % | |||
| Lifestyle Centers: | |||||||||||
| Mayfaire Town Center | Wilmington, NC | ||||||||||
| Pearland Town Center | Pearland, TX | ||||||||||
| Southaven Towne Center | Southaven, MS | ||||||||||
| Total Lifestyle Centers | $ | 410 | $ | 421 | 93.9 | % | 90.8 | % | |||
| 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 | 98.7 | % | 95.9 | % | |||||
| Total Term Loan Assets (HoldCo I) | $ | 400 | $ | 405 | 92.3 | % | 89.8 | % | |||
| 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 | $ | 344 | $ | 378 | 82.7 | % | 80.3 | % | |||
| 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 | 89.0 | % | 88.5 | % | |||||
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended (1) | In-Line Occupancy (2) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||
| Total Consolidated Unencumbered | $ | 344 | $ | 378 | 85.3 | % | 83.3 | % | |||
| 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 | $ | 554 | $ | 536 | 91.6 | % | 89.8 | % | |||
| Outlet Centers: | |||||||||||
| The Outlet Shoppes at Atlanta | Woodstock, GA | ||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | ||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | ||||||||||
| Total Outlet Centers | $ | 504 | $ | 526 | 96.8 | % | 93.6 | % | |||
| Lifestyle Centers: | |||||||||||
| Friendly Center and The Shops at Friendly | Greensboro, NC | $ | 592 | $ | 541 | 92.6 | % | 89.6 | % | ||
| 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 | 93.6 | % | 93.2 | % | |||||
| Total Joint Venture Assets | $ | 544 | $ | 534 | 93.4 | % | 91.7 | % | |||
| 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 | $ | 450 | $ | 479 | 92.9 | % | 92.1 | % | |||
| Outlet Centers: | |||||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | ||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | ||||||||||
| Total Outlet Centers | $ | 259 | $ | 251 | 78.3 | % | 75.7 | % | |||
| Lifestyle Centers: | |||||||||||
| Alamance Crossing West | Burlington, NC | N/A | N/A | 73.7 | % | 73.7 | % | ||||
| 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 | ||||||||||
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended (1) | In-Line Occupancy (2) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||
| 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 | ||||||||||
| 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 | 94.7 | % | 94.8 | % | |||||
| Outparcels | N/A | N/A | 92.6 | % | 98.4 | % | |||||
| Total Consolidated Encumbered Assets | $ | 420 | $ | 442 | 91.8 | % | 91.4 | % | |||
| Total Same-Center Portfolio | $ | 435 | $ | 447 | 91.0 | % | 89.3 | % | |||
| EXCLUDED PROPERTIES | |||||||||||
| Alamance Crossing East | Burlington, NC | ||||||||||
| 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) 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 - Twelve Months Ended December 31, 2022 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 | $ | 115,079 | $ | (9,865 | ) | $ | - | $ | 105,214 | $ | - | $ | - | $ | - | $ | 105,214 | |||||
| Lifestyle Centers | 22,641 | (2,349 | ) | - | 20,292 | - | - | - | 20,292 | |||||||||||||
| Open-Air Centers | 3,982 | (91 | ) | - | 3,891 | - | - | - | 3,891 | |||||||||||||
| Term Loan Debt Service | - | - | - | - | (40,694 | ) | - | (50,639 | ) | (91,333 | ) | |||||||||||
| Total Term Loan Assets (HoldCo I) | 141,702 | (12,305 | ) | - | 129,397 | (40,694 | ) | - | (50,639 | ) | 38,064 | |||||||||||
| CONSOLIDATED UNENCUMBERED | ||||||||||||||||||||||
| Malls | 62,749 | (7,172 | ) | (1,995 | ) | 53,582 | - | - | - | 53,582 | ||||||||||||
| Open-Air Centers | 7,883 | (406 | ) | - | 7,477 | - | - | - | 7,477 | |||||||||||||
| Outparcels | 486 | - | - | 486 | - | - | - | 486 | ||||||||||||||
| Other | 2,312 | (357 | ) | - | 1,955 | (426 | ) | 135 | (342 | ) | 1,322 | |||||||||||
| Total Consolidated Unencumbered | 73,430 | (7,935 | ) | (1,995 | ) | 63,500 | (426 | ) | 135 | (342 | ) | 62,867 | ||||||||||
| JOINT VENTURE ASSETS | ||||||||||||||||||||||
| Malls | 41,117 | (3,372 | ) | - | 37,745 | (12,252 | ) | (1,827 | ) | (5,299 | ) | 18,367 | ||||||||||
| Outlet Centers | 14,855 | (748 | ) | - | 14,107 | (2,553 | ) | (2,786 | ) | (3,216 | ) | 5,552 | ||||||||||
| Lifestyle Centers | 12,178 | (1,590 | ) | - | 10,588 | (2,554 | ) | - | (1,172 | ) | 6,862 | |||||||||||
| Open-Air Centers | 18,719 | (1,661 | ) | (987 | ) | 16,071 | (4,573 | ) | (3,420 | ) | (7,268 | ) | 810 | |||||||||
| Total Joint Venture Assets | 86,869 | (7,371 | ) | (987 | ) | 78,511 | (21,932 | ) | (8,033 | ) | (16,955 | ) | 31,591 | |||||||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||||||||||
| Malls | 94,152 | (7,365 | ) | - | 86,787 | (98,633 | ) | 63,027 | (45,201 | ) | 5,980 | |||||||||||
| Outlet Centers | 3,625 | (306 | ) | - | 3,319 | (12,186 | ) | 10,114 | (1,215 | ) | 32 | |||||||||||
| Lifestyle Centers | 1,866 | - | - | 1,866 | (789 | ) | - | - | 1,077 | |||||||||||||
| Open-Air Centers | 22,632 | (1,724 | ) | (1,622 | ) | 19,286 | (8,722 | ) | - | (80 | ) | 10,484 | ||||||||||
| Outparcels | 18,958 | (171 | ) | (2,520 | ) | 16,267 | (8,170 | ) | - | - | 8,097 | |||||||||||
| Other | 125 | - | - | 125 | (45 | ) | - | - | 80 | |||||||||||||
| Total Consolidated Encumbered Assets | 141,358 | (9,566 | ) | (4,142 | ) | 127,650 | (128,545 | ) | 73,141 | (46,496 | ) | 25,750 | ||||||||||
| Secured Note Debt Service | - | - | - | - | (17,721 | ) | 788 | - | (16,933 | ) | ||||||||||||
| Total Same-Center | $ | 443,359 | $ | (37,177 | ) | $ | (7,124 | ) | $ | 399,058 | $ | (209,318 | ) | $ | 66,031 | $ | (114,432 | ) | $ | 141,339 |
(1) Represents the Successor Period.
(2) Non-cash interest expense consists of default interest and the accretion of debt discounts. The $788 of non-cash interest expense related to the 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 - Period from November 1, 2021 through December 31, 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 | $ | 23,119 | $ | (799 | ) | $ | - | $ | 22,320 | $ | - | $ | - | $ | - | $ | 22,320 | ||||||
| Lifestyle Centers | 4,585 | (402 | ) | (2 | ) | 4,181 | - | - | - | 4,181 | |||||||||||||
| Open-Air Centers | 626 | - | - | 626 | - | - | - | 626 | |||||||||||||||
| Term Loan Debt Service | - | - | - | - | (5,601 | ) | - | (3,608 | ) | (9,209 | ) | ||||||||||||
| Total Term Loan Assets (HoldCo I) | 28,330 | (1,201 | ) | (2 | ) | 27,127 | (5,601 | ) | - | (3,608 | ) | 17,918 | |||||||||||
| CONSOLIDATED UNENCUMBERED | |||||||||||||||||||||||
| Malls | 13,356 | (1,001 | ) | - | 12,355 | - | - | - | 12,355 | ||||||||||||||
| Open-Air Centers | 1,226 | - | - | 1,226 | - | - | - | 1,226 | |||||||||||||||
| Outparcels | 127 | - | (2,378 | ) | (2,251 | ) | - | - | - | (2,251 | ) | ||||||||||||
| Other | 422 | (8 | ) | - | 414 | (173 | ) | 55 | (135 | ) | 161 | ||||||||||||
| Total Consolidated Unencumbered | 15,131 | (1,009 | ) | (2,378 | ) | 11,744 | (173 | ) | 55 | (135 | ) | 11,491 | |||||||||||
| JOINT VENTURE ASSETS | |||||||||||||||||||||||
| Malls | 7,912 | (422 | ) | - | 7,490 | 347 | (2,718 | ) | (822 | ) | 4,297 | ||||||||||||
| Outlet Centers | 2,344 | (188 | ) | - | 2,156 | 517 | (1,404 | ) | (791 | ) | 478 | ||||||||||||
| Lifestyle Centers | 2,080 | (209 | ) | - | 1,871 | 929 | (1,358 | ) | (191 | ) | 1,251 | ||||||||||||
| Open-Air Centers | 2,921 | (160 | ) | - | 2,761 | (1,387 | ) | 356 | (895 | ) | 835 | ||||||||||||
| Total Joint Venture Assets | 15,257 | (979 | ) | - | 14,278 | 406 | (5,124 | ) | (2,699 | ) | 6,861 | ||||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | |||||||||||||||||||||||
| Malls | 18,437 | (698 | ) | - | 17,739 | (94,646 | ) | 88,393 | (4,771 | ) | 6,715 | ||||||||||||
| Outlet Centers | 775 | (22 | ) | - | 753 | (2,175 | ) | 1,882 | (199 | ) | 261 | ||||||||||||
| Lifestyle Centers | 389 | - | - | 389 | - | - | - | 389 | |||||||||||||||
| Open-Air Centers | 4,095 | (197 | ) | - | 3,898 | 150 | (222 | ) | (53 | ) | 3,773 | ||||||||||||
| Outparcels | 3,404 | - | - | 3,404 | - | - | - | 3,404 | |||||||||||||||
| Other | - | - | - | - | - | - | - | - | |||||||||||||||
| Total Consolidated Encumbered Assets | 27,100 | (917 | ) | - | 26,183 | (96,671 | ) | 90,053 | (5,023 | ) | 14,542 | ||||||||||||
| Secured Note Debt Service | - | - | - | - | (8,335 | ) | - | - | (8,335 | ) | |||||||||||||
| Total Same-Center | $ | 85,818 | $ | (4,106 | ) | $ | (2,380 | ) | $ | 79,332 | $ | (110,374 | ) | $ | 84,984 | $ | (11,465 | ) | $ | 42,477 |
(1) Represents the Successor period.
(2) Non-cash interest expense consists of default interest and the accretion of debt discounts.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Period from January 1, 2021 through October 31, 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 | $ | 92,137 | $ | (4,828 | ) | $ | - | $ | 87,309 | $ | - | $ | - | $ | - | $ | 87,309 | |||||
| Lifestyle Centers | 17,134 | (1,324 | ) | (5,365 | ) | 10,445 | - | - | - | 10,445 | ||||||||||||
| Open-Air Centers | 2,847 | (73 | ) | - | 2,774 | - | - | - | 2,774 | |||||||||||||
| Total Term Loan Assets (HoldCo I) | 112,118 | (6,225 | ) | (5,365 | ) | 100,528 | - | - | - | 100,528 | ||||||||||||
| CONSOLIDATED UNENCUMBERED | ||||||||||||||||||||||
| Malls | 52,007 | (6,032 | ) | - | 45,975 | - | - | - | 45,975 | |||||||||||||
| Open-Air Centers | 6,394 | (191 | ) | - | 6,203 | - | - | - | 6,203 | |||||||||||||
| Outparcels | 328 | - | (4,532 | ) | (4,204 | ) | - | - | - | (4,204 | ) | |||||||||||
| Other | 2,721 | (73 | ) | - | 2,648 | (620 | ) | - | (658 | ) | 1,370 | |||||||||||
| Total Consolidated Unencumbered | 61,450 | (6,296 | ) | (4,532 | ) | 50,622 | (620 | ) | - | (658 | ) | 49,344 | ||||||||||
| JOINT VENTURE ASSETS | ||||||||||||||||||||||
| Malls | 32,044 | (702 | ) | - | 31,342 | (15,041 | ) | 3,200 | (4,660 | ) | 14,841 | |||||||||||
| Outlet Centers | 10,754 | (245 | ) | - | 10,509 | (7,916 | ) | 3,476 | (2,433 | ) | 3,636 | |||||||||||
| Lifestyle Centers | 9,505 | (763 | ) | - | 8,742 | (3,300 | ) | 1,136 | (941 | ) | 5,637 | |||||||||||
| Open-Air Centers | 15,105 | (91 | ) | - | 15,014 | (6,854 | ) | 1,736 | (5,213 | ) | 4,683 | |||||||||||
| Total Joint Venture Assets | 67,408 | (1,801 | ) | - | 65,607 | (33,111 | ) | 9,548 | (13,247 | ) | 28,797 | |||||||||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||||||||||
| Malls | 74,795 | (1,669 | ) | - | 73,126 | (51,684 | ) | 19,909 | (23,716 | ) | 17,635 | |||||||||||
| Outlet Centers | 2,859 | (465 | ) | - | 2,394 | (2,278 | ) | 651 | (1,034 | ) | (267 | ) | ||||||||||
| Lifestyle Centers | 1,710 | - | - | 1,710 | - | - | - | 1,710 | ||||||||||||||
| Open-Air Centers | 17,820 | (926 | ) | - | 16,894 | (558 | ) | 185 | (257 | ) | 16,264 | |||||||||||
| Outparcels | 14,737 | - | - | 14,737 | - | - | - | 14,737 | ||||||||||||||
| Other | 143 | - | - | 143 | - | - | - | 143 | ||||||||||||||
| Total Consolidated Encumbered Assets | 112,064 | (3,060 | ) | - | 109,004 | (54,520 | ) | 20,745 | (25,007 | ) | 50,222 | |||||||||||
| Total Same-center | $ | 353,040 | $ | (17,382 | ) | $ | (9,897 | ) | $ | 325,761 | $ | (88,251 | ) | $ | 30,293 | $ | (38,912 | ) | $ | 228,891 |
(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) | |||||||||
| December 31,<br>2022 | December 31,<br>2021 | ||||||||
| ASSETS | |||||||||
| Real estate assets: | |||||||||
| Land | $ | 174,157 | $ | 174,292 | |||||
| Buildings and improvements | 401,453 | 385,577 | |||||||
| 575,610 | 559,869 | ||||||||
| Accumulated depreciation | (51,134 | ) | (7,188 | ) | |||||
| 524,476 | 552,681 | ||||||||
| Developments in progress | 880 | 3,884 | |||||||
| Net investment in real estate assets | 525,356 | 556,565 | |||||||
| Cash | 39,105 | 17,887 | |||||||
| Restricted cash | — | 339 | |||||||
| Receivables: | |||||||||
| Tenant | 15,797 | 14,180 | |||||||
| Other | 4,638 | 354 | |||||||
| In-place leases, net | 85,840 | 133,806 | |||||||
| Above market leases, net | 55,810 | 77,466 | |||||||
| Other assets | 5,211 | 1,893 | |||||||
| $ | 731,757 | $ | 802,490 | ||||||
| LIABILITIES AND EQUITY | |||||||||
| Senior secured term loan, net of deferred financing costs | $ | 828,521 | $ | 878,949 | |||||
| Below market leases, net | 36,553 | 51,333 | |||||||
| Accounts payable and accrued liabilities | 43,061 | 41,042 | |||||||
| Total liabilities | 908,135 | 971,324 | |||||||
| Owner's deficit | (176,378 | ) | (168,834 | ) | |||||
| $ | 731,757 | $ | 802,490 | ||||||
| CBL & Associates HoldCo I, LLC - Consolidated Income Statement | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (unaudited, in thousands) | |||||||||
| Three Months Ended December 31, | Year Ended December 31, | For the Period November 1, through December 31, | |||||||
| 2022 | 2022 | 2021 | |||||||
| REVENUES: | |||||||||
| Rental revenues | $ | 55,412 | $ | 205,028 | $ | 38,630 | |||
| Other | 1,738 | 5,134 | 1,304 | ||||||
| Total revenues | 57,150 | 210,162 | 39,934 | ||||||
| EXPENSES: | |||||||||
| Property operating | (8,299 | ) | (32,481 | ) | (5,294 | ) | |||
| Depreciation and amortization | (22,329 | ) | (93,610 | ) | (18,285 | ) | |||
| Real estate taxes | (4,971 | ) | (19,510 | ) | (3,325 | ) | |||
| Maintenance and repairs | (4,489 | ) | (16,498 | ) | (2,897 | ) | |||
| Management fees | (2,250 | ) | (9,000 | ) | (1,500 | ) | |||
| Total expenses | (42,338 | ) | (171,099 | ) | (31,301 | ) | |||
| OTHER INCOME (EXPENSES): | |||||||||
| Other income | (120 | ) | 725 | 343 | |||||
| Interest expense | (13,726 | ) | (41,010 | ) | (5,650 | ) | |||
| Gain on sales of real estate assets | 1,325 | 1,325 | — | ||||||
| Total other expenses | (12,521 | ) | (38,960 | ) | (5,307 | ) | |||
| NET INCOME | $ | 2,291 | $ | 103 | $ | 3,326 | |||
| Modified Cash NOI (1) | $ | 37,665 | $ | 170,468 | $ | 28,939 | |||
| Interest Coverage Ratio (2) | 3.5x | 5.2x |
(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 5 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 December 31, 2022 represents actual Modified Cash NOI for the period divided by actual Facility Interest Expense for the period.
| CBL & Associates HoldCo I, LLC - Consolidated Statement of Cash Flows | |||
|---|---|---|---|
| (unaudited, in thousands) | |||
| Six Months Ended December 31, 2022 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Net income | $ | 103 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Depreciation and amortization | 93,610 | ||
| Net amortization of deferred financing costs and debt discounts | 315 | ||
| Net amortization of intangible lease assets and liabilities | 6,907 | ||
| Gain on sales of real estate assets | (1,325 | ) | |
| Gain on insurance proceeds | (687 | ) | |
| Change in estimate of uncollectable revenues | (2,504 | ) | |
| Changes in: | |||
| Tenant and other receivables | (1,982 | ) | |
| Other assets | (358 | ) | |
| Accounts payable and accrued liabilities | 8,116 | ||
| Net cash provided by operating activities | 102,195 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Additions to real estate assets | (17,846 | ) | |
| Proceeds from sales of real estate assets | 1,483 | ||
| Proceeds from insurance | 624 | ||
| Changes in other assets | (2,868 | ) | |
| Net cash used in investing activities | (18,607 | ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Principal payments on mortgage and other indebtedness | (50,639 | ) | |
| Additions to deferred financing costs | (104 | ) | |
| Distributions to member | (11,966 | ) | |
| Net cash used in financing activities | (62,709 | ) | |
| NET CHANGE IN CASH EQUIVALENTS AND RESTRICTED CASH | 20,879 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 18,226 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 39,105 | |
| Reconciliation from consolidated statement of cash flows to consolidated balance sheets: | |||
| Cash and cash equivalents | $ | 39,105 | |
| Restricted cash | — | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 39,105 |
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) | 627,107 | $ | 37.46 | $ | 35.52 | (5.2 | )% | $ | 35.76 | (4.5 | )% | |||
| Malls, Lifestyle Centers & Outlet Centers | 588,351 | 38.68 | 36.50 | (5.6 | )% | 36.75 | (5.0 | )% | ||||||
| New leases | 13,862 | 33.82 | 42.87 | 26.8 | % | 45.59 | 34.8 | % | ||||||
| Renewal leases | 574,489 | 38.80 | 36.35 | (6.3 | )% | 36.53 | (5.8 | )% | ||||||
| Year-to-Date: | ||||||||||||||
| All Property Types (2) | 2,093,094 | $ | 35.35 | $ | 33.03 | (6.5 | )% | $ | 33.50 | (5.2 | )% | |||
| Malls, Lifestyle Centers & Outlet Centers | 1,929,512 | 36.75 | 34.11 | (7.2 | )% | 34.59 | (5.9 | )% | ||||||
| New leases | 149,689 | 41.63 | 45.23 | 8.7 | % | 48.22 | 15.8 | % | ||||||
| Renewal leases | 1,779,823 | 36.33 | 33.18 | (8.7 | )% | 33.44 | (8.0 | )% | ||||||
| Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet: | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Total Leasing Activity: | ||||||||||||||
| Square Feet | As of December 31, | As of December 31, | ||||||||||||
| Quarter-to-Date: | 2022 | 2021 | ||||||||||||
| Operating portfolio: | Same-center Malls, Lifestyle & Outlet Centers | $ | 29.58 | $ | 29.81 | |||||||||
| New leases | 354,555 | Total Malls | 30.01 | 30.16 | ||||||||||
| Renewal leases | 796,667 | Total Lifestyle Centers | 29.30 | 27.60 | ||||||||||
| Development portfolio: | Total Outlet Centers | 26.68 | 27.34 | |||||||||||
| New leases | — | Total Malls, Lifestyle & Outlet Centers | 29.58 | 29.63 | ||||||||||
| Total leased | 1,151,222 | Open-Air Centers | 15.21 | 15.05 | ||||||||||
| Other | 19.22 | 19.32 | ||||||||||||
| Year-to-Date: | ||||||||||||||
| Operating Portfolio: | ||||||||||||||
| New leases | 1,257,659 | |||||||||||||
| Renewal leases | 2,855,587 | |||||||||||||
| Development portfolio: | ||||||||||||||
| New leases | 15,703 | |||||||||||||
| Total leased | 4,128,949 |
(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 December 31, 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 Twelve Months Ended December 31, 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 | 85 | 238,700 | 6.38 | $ | 36.34 | $ | 40.51 | $ | 36.43 | $ | (0.09 | ) | (0.2 | )% | $ | 4.08 | 11.2 | % | ||||
| Renewal | 592 | 1,745,982 | 2.50 | 32.62 | 32.90 | 36.29 | (3.67 | ) | (10.1 | )% | (3.39 | ) | (9.3 | )% | ||||||||
| Commencement 2022 Total | 677 | 1,984,682 | 2.98 | 33.06 | 33.82 | 36.30 | (3.24 | ) | (8.9 | )% | (2.48 | ) | (6.8 | )% | ||||||||
| Commencement 2023: | ||||||||||||||||||||||
| New | 9 | 25,416 | 7.45 | 52.86 | 56.29 | 44.65 | 8.21 | 18.4 | % | 11.64 | 26.1 | % | ||||||||||
| Renewal | 195 | 600,285 | 2.64 | 35.26 | 35.55 | 34.29 | 0.97 | 2.8 | % | 1.26 | 3.7 | % | ||||||||||
| Commencement 2023 Total | 204 | 625,701 | 2.85 | 35.98 | 36.39 | 34.71 | 1.27 | 3.7 | % | 1.68 | 4.8 | % | ||||||||||
| Total 2022/2023 | 881 | 2,610,383 | 2.95 | $ | 33.76 | $ | 34.44 | $ | 35.92 | $ | (2.16 | ) | (6.0 | )% | $ | (1.48 | ) | (4.1 | )% |
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 | 2.80 | % | |||
| 2 | Victoria's Secret & Co. | 49 | 397,537 | 2.65 | % | |||
| 3 | Foot Locker, Inc. | 78 | 377,818 | 2.57 | % | |||
| 4 | American Eagle Outfitters, Inc. | 61 | 372,587 | 2.20 | % | |||
| 5 | Dick's Sporting Goods, Inc. (3) | 25 | 1,462,150 | 2.16 | % | |||
| 6 | Bath & Body Works, Inc. | 57 | 231,813 | 1.93 | % | |||
| 7 | Genesco Inc. (4) | 82 | 160,462 | 1.61 | % | |||
| 8 | Finish Line, Inc. | 36 | 194,138 | 1.45 | % | |||
| 9 | The Buckle, Inc. | 37 | 191,577 | 1.22 | % | |||
| 10 | Luxottica Group S.P.A. (5) | 81 | 179,125 | 1.20 | % | |||
| 11 | Cinemark Holdings, Inc. | 9 | 467,190 | 1.16 | % | |||
| 12 | The Gap, Inc. | 45 | 534,986 | 1.16 | % | |||
| 13 | Hot Topic, Inc. | 94 | 222,716 | 0.99 | % | |||
| 14 | Express Fashions | 30 | 246,437 | 0.98 | % | |||
| 15 | Shoe Show, Inc. | 29 | 378,849 | 0.91 | % | |||
| 16 | Spencer Spirit Holdings, Inc. | 48 | 110,906 | 0.89 | % | |||
| 17 | Claire's Stores, Inc. | 68 | 85,364 | 0.87 | % | |||
| 18 | H & M Hennes & Mauritz AB | 38 | 803,811 | 0.85 | % | |||
| 19 | The TJX Companies, Inc. (6) | 18 | 520,475 | 0.83 | % | |||
| 20 | Barnes & Noble | 17 | 465,199 | 0.83 | % | |||
| 21 | Abercrombie & Fitch, Co. | 28 | 189,942 | 0.78 | % | |||
| 22 | Ulta Salon, Cosmetics & Fragrance, Inc. | 23 | 237,961 | 0.76 | % | |||
| 23 | Regal Entertainment Group | 7 | 370,773 | 0.74 | % | |||
| 24 | The Children's Place, Inc. | 35 | 151,723 | 0.71 | % | |||
| 25 | Focus Brands LLC (7) | 69 | 48,270 | 0.69 | % | |||
| 1,176 | 8,568,311 | 32.93 | % |
(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) Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream.
(4) Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone and Clubhouse.
(5) Luxottica Group S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.
(6) The TJX Companies, Inc. operates T.J. Maxx, Marshalls, HomeGoods and Sierra Trading Post. In Europe, they operate T.K. Maxx, HomeSense.
(7) 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 December 31, | For the Period November 1, through December 31, | For the Period October 1, through October 31, | ||||
| 2022 | 2021 | 2021 | ||||
| Tenant allowances (1) | $ | 7,206 | $ | 1,013 | $ | 1,396 |
| Deferred maintenance: (2) | ||||||
| Parking lot and parking lot lighting | 2,313 | 198 | 179 | |||
| Roof replacements | 773 | 1,066 | 565 | |||
| Other capital expenditures | 3,981 | 1,955 | 510 | |||
| Total deferred maintenance expenditures | 7,067 | 3,219 | 1,254 | |||
| Total capital expenditures | $ | 14,273 | $ | 4,232 | $ | 2,650 |
| Successor | Predecessor | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Year Ended December 31, | For the Period November 1, through December 31, | For the Period January 1, through October 31, | ||||
| 2022 | 2021 | 2021 | ||||
| Tenant allowances (1) | $ | 19,885 | $ | 1,013 | $ | 10,639 |
| Deferred maintenance: (2) | ||||||
| Parking lot and parking lot lighting | 5,528 | 198 | 1,038 | |||
| Roof replacements | 1,048 | 1,066 | 1,103 | |||
| Other capital expenditures | 10,839 | 1,955 | 4,636 | |||
| Total deferred maintenance expenditures | 17,415 | 3,219 | 6,777 | |||
| Total capital expenditures | $ | 37,300 | $ | 4,232 | $ | 17,416 |
(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 During the Year Ended December 31, 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 | $ | 6,878 | $ | 2,520 | Q2 '22 | 8.9% | |
| Redevelopments: | ||||||||||||
| Dakota Square Herberger's - Five Below | Minot, ND | 100% | 9,502 | 1,834 | 1,995 | 1,995 | Q4 '22 | 8.7% | ||||
| Total Properties Completed | 24,777 | $ | 9,810 | $ | 8,873 | $ | 4,515 |
(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.
Properties Under Development at December 31, 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: | ||||||||||||
| The Terrace - Nordstrom Rack (former Staples) | Chattanooga, TN | 92% | 24,155 | 2,527 | 1,622 | 1,622 | Spring '23 | 13.0% | ||||
| York Town Center - Burlington (former Bed Bath & Beyond) | York, PA | 50% | 28,000 | 1,247 | 987 | 987 | Spring '23 | 18.5% | ||||
| 52,155 | 3,774 | 2,609 | 2,609 | |||||||||
| Total Properties Under Development | 135,176 | $ | 19,209 | $ | 2,609 | $ | 2,609 |
(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. Conn's under construction. Under negotiations with entertainment use. | |
| Brookfield Square | Brookfield, WI | Redeveloped in 2019 with Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's and a 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 2022 for opening in 2023. Pad lease executed with Bahama Breeze for opening in late 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 opened in fall 2022. |
| East Towne Mall | Madison, WI | Owned by Sears. | Owned by third party. |
| Eastland Mall | Bloomington, IL | Closed. Pursuing potential joint venture redevelopment. | Closed. Pursuing potential joint venture redevelopment. |
| 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 Sear 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. Construction commencing on building for entertainment user, Tilt. | |
| 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 | ||
| Property | Location | Sears Redevelopment Plans | BonTon Redevelopment Plans |
| --- | --- | --- | --- |
| 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 | ||
| Northgate Mall | Chattanooga, TN | Building purchased by third party for non-retail development. CBL is 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. Executed lease with Murdoch's Farm & Ranch. | |
| 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 opened October 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 purchased store and opened. |