Equibles

8-K

CBL & ASSOCIATES PROPERTIES INC (CBL)

8-K 2023-08-09 For: 2023-08-09
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Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 09, 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
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N/A
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(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2023, CBL & Associates Properties, Inc. (the "Company") reported its results for the second quarter ended June 30, 2023. The Company's earnings release and supplemental financial and operating information for the second quarter ended June 30, 2023 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 August 9, 2023 and Supplemental Financial and Operating Information - For the Three and Six Months Ended June 30, 2023.
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: August 9, 2023 By: /s/ Benjamin W. Jaenicke
Benjamin W. Jaenicke<br>Executive Vice President -<br>Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

img7069528_0.jpg

Earnings Release and

Supplemental Financial and Operating Information

For the Three and Six Months Ended

June 30, 2023

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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) 8
Same-center Net Operating Income (NOI) 10
Share of Consolidated and Unconsolidated Debt 12
Consolidated Balance Sheets 13
Condensed Combined Financial Statements - Unconsolidated Affiliates 14
Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows 15
Components of Rental Revenues 17
Schedule of Mortgage and Other Indebtedness 18
Schedule of Maturities 20
Property List 22
Operating Metrics by Collateral Pool 25
CBL & Associates HoldCo I, LLC Financial Statements 27
Leasing Activity and Average Annual Base Rents 29
Top 25 Tenants Based on Percentage of Total Annualized Revenues 31
Capital Expenditures 32
Development Activity 33
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans 34
News Release
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Contact: Katie Reinsmidt, Executive Vice President - Chief Operating Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

CBL PROPERTIES REPORTS RESULTS FOR SECOND QUARTER 2023

Second Quarter Operating Metrics Demonstrate Portfolio Strength;

Low-End of Full-Year Guidance Range Raised

CHATTANOOGA, Tenn. (August 9, 2023) – CBL Properties (NYSE: CBL) announced results for the second quarter ended June 30, 2023. 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.

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net loss attributable to common shareholders $ (0.67 ) $ (1.34 ) $ (0.61 ) $ (2.83 )
Funds from Operations ("FFO") $ 1.01 $ 0.97 $ 2.87 $ 2.20
FFO, as adjusted (1) $ 1.56 $ 1.88 $ 3.12 $ 3.92

(1) For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company’s reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 8 of this news release.

KEY TAKEAWAYS:

• Over 875,000 square feet of leases were executed in the second quarter, including comparable leases of approximately 411,000 square feet signed at 9.1% higher average rents versus the prior leases.

• Portfolio occupancy increased 20 basis points to 89.7% as of June 30, 2023, compared with portfolio occupancy of 89.5% as of June 30, 2022. Same-center occupancy for malls, lifestyle centers and outlet centers was 88.5% as of June 30, 2023, a 50-basis-point increase from 88.0% as of June 30, 2022.

• Same-center NOI declined 0.8% during the second quarter 2023 as compared with the prior-year quarter near the high end of the full-year guidance range. As anticipated due to the moderation in tenant sales, percentage rent declined $0.9 million. For the six months ended June 30, 2023, same-center NOI declined 2.7%, near the mid-point of the previously issued guidance range.

• FFO, as adjusted, per share for the second quarter 2023, was $1.56, in-line with expectations. FFO, as adjusted, per share was $1.88 for the second quarter 2022.

• CBL increased the low end of its 2023 FFO, as adjusted, per share, guidance to a range of $6.00 - $6.47 and 2023 same-center NOI guidance to the range of $423 million - $440 million.

• Same-center tenant sales per square foot for the second quarter 2023 declined 7.1%. Same-center tenant sales per square foot for the 12-months ended June 30, 2023, declined 3.8% to $425, compared with $442 for the prior period.

• As of June 30, 2023, the Company had $279.8 million of unrestricted cash and marketable securities.

• CBL's Board of Directors declared a regular cash dividend for the second quarter 2023 of $0.375 per share, representing an annualized dividend of $1.50 per share.

“Strong leasing was the highlight of our second quarter results as the CBL team successfully leveraged healthy tenant demand for our portfolio," said Stephen D. Lebovitz, CBL's chief executive officer. "Leasing metrics were the strongest in several years, with healthy positive new and renewal lease spreads and year-over-year occupancy growth, providing solid evidence of the constructive environment. We intend to take advantage of the more favorable supply/demand dynamic in our leasing negotiations going forward.

"Second quarter same-center NOI was near the high-end of our full-year guidance range. As a result of the year-to-date performance and our expectations for the remainder of the year, we raised the low-end of our FFO, as adjusted and same-center NOI guidance ranges. Leasing-led revenue gains were offset by an expected reduction in percentage rent. We successfully managed inflationary pressure on costs, generating a modest reduction in operating expense for the quarter on a same-center basis.

"We are also making progress addressing our loan maturities and de-risking our balance sheet. During the quarter, we closed a two-year extension on the loan secured by Cross Creek Mall and are currently in process on the refinancing of the loan secured by The Outlet Shoppes at Atlanta. While the financing markets remain challenging, we are encouraged by the reception we are seeing in the market. As we move into the second half of 2023, we remain focused on achieving further operational improvement, generating greater free cash flow and maintaining a disciplined approach to capital allocation."

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

Three Months Ended June 30,
2023 2022
Total Revenues $ 159,872 $ 161,006
Total Expenses $ (52,798 ) $ (53,054 )
Total portfolio same-center NOI $ 107,074 $ 107,952
Total same-center NOI percentage change (0.8 )%
Estimate for uncollectable revenues (recovery) $ 2,134 $ (841 )

(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 above and below market leases.

Same-center NOI for the second quarter 2023 declined by $0.9 million. Major variances impacting the quarter included a $3.0 million favorable variance from a year-end utility reimbursement accrual adjustment, offset by a $3.0 million unfavorable variance in the estimate for uncollectable revenues and a $0.9 million decline in percentage rents.

Six Months Ended June 30,
2023 2022
Total Revenues $ 323,549 $ 325,667
Total Expenses $ (110,952 ) $ (107,265 )
Total portfolio same-center NOI $ 212,597 $ 218,402
Total same-center NOI percentage change (2.7 )%
Estimate for uncollectable revenues (recovery) $ 968 $ (2,985 )

Same-center NOI for six months ended June 30, 2023, declined by $5.8 million or 2.7% from the prior-year period. The decline was driven by a $3.9 million unfavorable variance in the estimate for uncollectable revenues, a $2.8 million decline in percentage rents and a $3.7 million increase in operating expense, partially offset by a favorable variance from a year-end utility reimbursement accrual adjustment.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

As of June 30,
2023 2022
Total portfolio 89.7% 89.5%
Malls, Lifestyle Centers and Outlet Centers:
Total malls 88.0% 87.9%
Total lifestyle centers 92.7% 89.4%
Total outlet centers 88.4% 87.5%
Total same-center malls, lifestyle centers and outlet centers 88.5% 88.0%
All Other:
Total open-air centers 94.7% 94.4%
Total other 74.2% 91.7%

(1) Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied. The decline in total other occupancy was related to approximately 52,000-square-feet of vacancy at an office building.

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>June 30, Six Months Ended<br>June 30,
2023 2023
All Property Types 9.1% 5.1%
Stabilized Malls, Lifestyle Centers and Outlet Centers 7.2% 3.5%
New leases 29.6% 24.9%
Renewal leases 4.8% 1.7%

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 June 30,
2023 2022 % Change
Mall, Lifestyle Center and Outlet Center same-center sales per square foot $ 425 $ 442 (3.8)%

DIVIDEND

On August 9, 2023, CBL’s Board of Directors declared a regular quarterly cash dividend for the three months ended September 30, 2023, of $0.375 per share. The dividend, which equates to an annual dividend payment of $1.50 per share, is payable on September 29, 2023, to shareholders of record as of September 15, 2023.

FINANCING ACTIVITY

Year-to-date, CBL has completed more than $406.0 in financing activity.

On June 9, 2023, CBL closed on the extension and modification of the $94.8 million loan secured by Cross Creek Mall in Fayetteville, NC. The newly modified loan has a maturity date of June 9, 2025, and carries a fixed interest rate of 8.19%.

On March 16, 2023, CBL and its 50% joint venture partner closed on the extension and modification of the $161.9 million loan ($80.9 million at CBL’s 50% share) secured by West County Center, a high-performing enclosed mall in St. Louis, MO. At closing, the newly modified non-recourse loan had a principal balance of $156.9 million ($78.5 million at CBL’s share) and was extended for an initial term of two years to December 2024, with one two-year conditional extension available upon meeting certain requirements. The loan maintained the existing fixed interest rate of 3.4%.

On April 4, 2023, CBL and its 50% joint venture partner closed a new $148.0 million loan ($74.0 million at CBL’s 50% share) secured by Friendly Center and The Shops at Friendly Center, the premier lifestyle center located in Greensboro, NC. The new non-recourse five-year loan bears a fixed interest rate of 6.44% and replaces two loans with an aggregate balance of $145.2 million ($72.6 million at CBL’s share) that were set to mature in April 2023.

On April 28, 2023, CBL and its joint venture partner retired the $7.2 million (at 100%) recourse loan secured by Phase II of The Outlet Shoppes of the Bluegrass in Louisville, KY. The venture anticipates securing new financing for the entire project to coincide with the December 2024 maturity of the $64.5 million (at 100%) loan secured by Phase I.

On May 4, 2023, CBL entered into a $32.0 million swap to fix the interest rate on a portion of its $360.0 million loan secured by open-air centers and outparcels. The swap fixed the rate to 7.3975% through the initial maturity in June 2027. Collectively, $212.0 million of the $360.0 million loan has been fixed at a weighted average interest rate of 7.02%.

CBL is cooperating with the foreclosure or conveyance of Westgate Mall in Spartanburg, SC, ($28.7 million) and Alamance Crossing East in Burlington, NC, ($41.1 million). In March, Alamance Crossing East was placed into receivership and deconsolidated.

DISPOSITIONS

During the second quarter 2023, CBL completed the sale of one land parcel generating $0.4 million in gross proceeds at CBL's share. Year-to-date through the second quarter end, CBL has grossed more than $5.3 million from dispositions.

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

Detailed project information is available in CBL’s Financial Supplement for Q2 2023, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

OUTLOOK AND GUIDANCE

Based on second quarter 2023 results and Management's expectations for the second half of 2023, CBL is providing the following guidance for FFO, as adjusted, and same-center NOI for full-year 2023. Guidance excludes the impact of any unannounced transactions.

Reconciliation of GAAP Earnings Per Share to 2023 FFO, as Adjusted, Per Share:

Low High
2023 FFO, as adjusted 193 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") 423 million 440 million
2023 Change in Same-Center NOI )% )%

All values are in US Dollars.

Low High
Expected diluted earnings per common share $ (1.95 ) $ (1.48 )
Depreciation and amortization 6.76 6.76
Dividends allocable to unvested restricted stock 0.04 0.04
Debt discount accretion, net of noncontrolling interests' share 1.93 1.93
Adjustment for unconsolidated affiliates with negative investment 0.08 0.08
Non-cash default interest expense 0.02 0.02
Gain on deconsolidation (0.88 ) (0.88 )
Expected FFO, as adjusted, per diluted, fully converted common share $ 6.00 $ 6.47

2023 Estimate of Capital Items:

Low High
2023 Estimated maintenance capital/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 8 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)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
REVENUES:
Rental revenues $ 124,842 $ 131,832 $ 255,166 $ 267,164
Management, development and leasing fees 1,822 1,786 4,256 3,555
Other 3,203 3,400 6,804 6,401
Total revenues 129,867 137,018 266,226 277,120
EXPENSES:
Property operating (21,507 ) (21,312 ) (46,121 ) (44,656 )
Depreciation and amortization (49,742 ) (64,476 ) (103,011 ) (133,419 )
Real estate taxes (14,481 ) (14,254 ) (29,269 ) (28,689 )
Maintenance and repairs (9,991 ) (10,230 ) (21,515 ) (20,796 )
General and administrative (16,156 ) (18,450 ) (35,385 ) (36,524 )
Loss on impairment — (252 ) — (252 )
Litigation settlement 74 65 118 146
Other — (834 ) (198 ) (834 )
Total expenses (111,803 ) (129,743 ) (235,381 ) (265,024 )
OTHER INCOME (EXPENSES):
Interest and other income 2,967 910 5,632 1,064
Interest expense (44,173 ) (55,117 ) (87,697 ) (145,776 )
Gain on deconsolidation — — 28,151 36,250
(Loss) gain on sales of real estate assets (114 ) 3 1,482 19
Reorganization items, net — 613 — (958 )
Income tax (provision) benefit (219 ) 472 (118 ) (329 )
Equity in earnings (losses) of unconsolidated affiliates 812 2,039 (444 ) 10,606
Total other expenses (40,727 ) (51,080 ) (52,994 ) (99,124 )
Net loss (22,663 ) (43,805 ) (22,149 ) (87,028 )
Net loss attributable to noncontrolling interests in:
Operating Partnership — 44 — 59
Other consolidated subsidiaries 1,875 2,373 3,620 4,859
Net loss attributable to the Company (20,788 ) (41,388 ) (18,529 ) (82,110 )
Dividends allocable to unvested restricted stock (281 ) (210 ) (561 ) (210 )
Net loss attributable to common shareholders $ (21,069 ) $ (41,598 ) $ (19,090 ) $ (82,320 )
Basic and diluted per share data attributable to common shareholders:
Basic earnings per share $ (0.67 ) $ (1.34 ) $ (0.61 ) $ (2.83 )
Diluted earnings per share (0.67 ) (1.34 ) (0.61 ) (2.83 )
Weighted-average basic shares 31,313 30,973 31,309 29,091
Weighted-average diluted shares 31,313 30,973 31,309 29,091

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)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net loss attributable to common shareholders $ (21,069 ) $ (41,598 ) $ (19,090 ) $ (82,320 )
Noncontrolling interest in loss of Operating Partnership — (44 ) — (59 )
Dividends allocable to unvested restricted stock 281 210 561 210
Depreciation and amortization expense of:
Consolidated properties 49,742 64,476 103,011 133,419
Unconsolidated affiliates 4,433 8,819 9,071 17,339
Non-real estate assets (304 ) (203 ) (452 ) (401 )
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (708 ) (938 ) (1,373 ) (1,837 )
Loss on impairment, net of taxes — 186 — 186
Gain on depreciable property — — — (629 )
FFO allocable to Operating Partnership common unitholders 32,375 30,908 91,728 65,908
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1) 16,574 50,036 33,190 128,499
Adjustment for unconsolidated affiliates with negative investment (2) 888 (10,460 ) 2,479 (23,007 )
Senior secured notes fair value adjustment (3) — (593 ) — (395 )
Litigation settlement (4) (74 ) (65 ) (118 ) (146 )
Non-cash default interest expense (5) 287 (9,344 ) 781 (18,220 )
Gain on deconsolidation (6) — — (28,151 ) (36,250 )
Reorganization items, net (7) — (613 ) — 958
FFO allocable to Operating Partnership common unitholders, as adjusted $ 50,050 $ 59,869 $ 99,909 $ 117,347
FFO per diluted share $ 1.01 $ 0.97 $ 2.87 $ 2.20
FFO, as adjusted, per diluted share $ 1.56 $ 1.88 $ 3.12 $ 3.92
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 32,071 31,822 32,000 29,926

(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 of the three- and six-month periods ended June 30, 2023 and 2022 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 and six months ended June 30, 2023 includes default interest on loans past their maturity dates. The three and six months ended June 30, 2022 includes the reversal of default interest expense when waivers or forbearance agreements were obtained.

(6) For the six months ended June 30, 2023, the Company deconsolidated Alamance Crossing East due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the six months ended June 30, 2022, the Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process.

(7) 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 and U.S. Trustee fees.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Diluted EPS attributable to common shareholders $ (0.67 ) $ (1.34 ) $ (0.61 ) $ (2.83 )
Add amounts per share included in FFO:
Unvested restricted stock 0.02 0.04 0.03 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 1.66 2.26 3.45 4.96
Loss on impairment, net of taxes — 0.01 — 0.01
Gain on depreciable property — — — (0.02 )
FFO per diluted share $ 1.01 $ 0.97 $ 2.87 $ 2.20
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees $ 793 $ 1,052 $ 1,954 $ 2,448
Straight-line rental income adjustment $ 1,722 $ 4,425 $ 3,355 $ 7,342
Gain on outparcel sales, net of taxes and noncontrolling interests' share $ 725 $ 3 $ 2,305 $ 19
Net amortization of acquired above- and below-market leases $ (5,123 ) $ (4,892 ) $ (10,445 ) $ (11,049 )
Income tax (provision) benefit $ (219 ) $ 472 $ (118 ) $ (329 )
Abandoned projects expense $ — $ (834 ) $ (17 ) $ (834 )
Interest capitalized $ 111 $ 147 $ 217 $ 375
Estimate of uncollectable revenues $ (2,375 ) $ 940 $ (1,616 ) $ 3,301
As of June 30,
2023 2022
Straight-line rent receivable $ 18,902 $ 9,440

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Dollars in thousands)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net loss $ (22,663 ) $ (43,805 ) $ (22,149 ) $ (87,028 )
Adjustments:
Depreciation and amortization 49,742 64,476 103,011 133,419
Depreciation and amortization from unconsolidated affiliates 4,433 8,819 9,071 17,339
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (708 ) (938 ) (1,373 ) (1,837 )
Interest expense 44,173 55,117 87,697 145,776
Interest expense from unconsolidated affiliates 18,531 21,660 36,056 40,157
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (1,918 ) (2,525 ) (3,961 ) (5,095 )
Abandoned projects expense — 834 17 834
Loss (gain) on sales of real estate assets, net of taxes and noncontrolling interests' share 59 (3 ) (1,537 ) (19 )
Gain on sales of real estate assets of unconsolidated affiliates (784 ) — (768 ) (629 )
Adjustment for unconsolidated affiliates with negative investment 888 (10,460 ) 2,479 (23,007 )
Gain on deconsolidation — — (28,151 ) (36,250 )
Loss on impairment, net of taxes — 186 — 186
Litigation settlement (74 ) (65 ) (118 ) (146 )
Reorganization items, net — (613 ) — 958
Income tax provision (benefit) 219 (472 ) 118 329
Lease termination fees (793 ) (1,052 ) (1,954 ) (2,448 )
Straight-line rent and above- and below-market lease amortization 3,401 467 7,090 3,707
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 1,875 2,373 3,620 4,859
General and administrative expenses 16,156 18,450 35,385 36,524
Management fees and non-property level revenues (5,038 ) (525 ) (10,018 ) (1,049 )
Operating Partnership's share of property NOI 107,499 111,924 214,515 226,580
Non-comparable NOI (425 ) (3,972 ) (1,918 ) (8,178 )
Total same-center NOI (1) $ 107,074 $ 107,952 $ 212,597 $ 218,402
Total same-center NOI percentage change (0.8 )% (2.7 )%

(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 June 30, 2023, 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 June 30, 2023. 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

Same-center Net Operating Income

(Continued)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Malls $ 73,660 $ 75,491 $ 145,697 $ 153,693
Outlet centers 5,301 4,894 10,415 9,529
Lifestyle centers 8,898 8,727 18,099 17,830
Open-air centers 13,580 13,177 27,562 26,259
Outparcels and other 5,635 5,663 10,824 11,091
Total same-center NOI (1) $ 107,074 $ 107,952 $ 212,597 $ 218,402
Percentage Change:
Malls (2.4 )% (5.2 )%
Outlet centers 8.3 % 9.3 %
Lifestyle centers 2.0 % 1.5 %
Open-air centers 3.1 % 5.0 %
Outparcels and other (0.5 )% (2.4 )%
Total same-center NOI (1) (0.8 )% (2.7 )%

(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 June 30, 2023, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ended June 30, 2023. 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 June 30, 2023
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 $ 963,501 $ 1,048,478 $ 2,011,979 $ (15,407 ) $ (54,523 ) $ 1,942,049
Noncontrolling interests' share of consolidated debt (25,222 ) (13,177 ) (38,399 ) 298 4,680 (33,421 )
Company's share of unconsolidated affiliates' debt 622,022 62,919 684,941 (3,397 ) — 681,544
Other debt (2) 41,122 — 41,122 — — 41,122
Company's share of consolidated, unconsolidated and other debt $ 1,601,423 $ 1,098,220 $ 2,699,643 $ (18,506 ) $ (49,843 ) $ 2,631,294
Weighted-average interest rate 5.18 % 8.15 % 6.39 %
As of June 30, 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 $ 881,513 $ 1,270,871 $ 2,152,384 $ (16,028 ) $ (100,967 ) $ 2,035,389
Noncontrolling interests' share of consolidated debt (32,771 ) (13,597 ) (46,368 ) 92 15,424 (30,852 )
Company's share of unconsolidated affiliates' debt 627,434 71,786 699,220 (2,490 ) — 696,730
Other debt (2) 153,719 — 153,719 — — 153,719
Company's share of consolidated, unconsolidated and other debt $ 1,629,895 $ 1,329,060 $ 2,958,955 $ (18,426 ) $ (85,543 ) $ 2,854,986
Weighted-average interest rate 4.67 % 4.44 % 4.57 %

(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)

December 31,
2022
ASSETS
Real estate assets:
Land 589,557 $ 596,715
Buildings and improvements 1,200,096 1,198,597
1,789,653 1,795,312
Accumulated depreciation (183,529 ) (136,901 )
1,606,124 1,658,411
Developments in progress 6,431 5,576
Net investment in real estate assets 1,612,555 1,663,987
Cash and cash equivalents 24,919 44,718
Restricted cash 88,674 97,231
Available-for-sale securities - at fair value (amortized cost of 255,412 and 293,476 as of June 30, 2023 and December 31, 2022, respectively) 254,872 292,422
Receivables:
Tenant 34,764 40,620
Other 3,318 3,876
Investments in unconsolidated affiliates 74,138 77,295
In-place leases, net 197,245 247,497
Above market leases, net 143,453 171,265
Intangible lease assets and other assets 41,474 39,332
2,475,412 $ 2,678,243
LIABILITIES AND EQUITY
Mortgage and other indebtedness, net 1,942,049 $ 2,000,186
Below market leases, net 94,180 110,616
Accounts payable and accrued liabilities 114,082 200,312
Total liabilities 2,150,311 2,311,114
Shareholders' equity:
Common stock, .001 par value, 200,000,000 shares authorized, 32,054,421 and 31,780,075 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively (in each case, excluding 34 treasury shares) 32 32
Additional paid-in capital 715,163 710,497
Accumulated other comprehensive income (loss) 339 (1,054 )
Accumulated deficit (381,509 ) (338,934 )
Total shareholders' equity 334,025 370,541
Noncontrolling interests (8,924 ) (3,412 )
Total equity 325,101 367,129
2,475,412 $ 2,678,243

All values are in US Dollars.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)

June 30, <br>2023 December 31, <br>2022
ASSETS:
Investment in real estate assets $ 1,989,551 $ 1,971,348
Accumulated depreciation (859,514 ) (829,574 )
1,130,037 1,141,774
Developments in progress 13,826 10,914
Net investment in real estate assets 1,143,863 1,152,688
Other assets 191,648 170,756
Total assets $ 1,335,511 $ 1,323,444
LIABILITIES:
Mortgage and other indebtedness, net $ 1,345,090 $ 1,333,152
Other liabilities 42,266 33,419
Total liabilities 1,387,356 1,366,571
OWNERS' EQUITY (DEFICIT):
The Company 12,347 3,123
Other investors (64,192 ) (46,250 )
Total owners' deficit (51,845 ) (43,127 )
Total liabilities and owners’ deficit $ 1,335,511 $ 1,323,444
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
Total revenues $ 62,943 $ 65,551 $ 123,476 $ 129,288
Depreciation and amortization (17,389 ) (18,087 ) (34,252 ) (36,606 )
Operating expenses (19,062 ) (22,368 ) (38,791 ) (43,933 )
Interest and other income 603 336 1,147 665
Interest expense (17,572 ) (13,048 ) (32,844 ) (19,645 )
Gain on sales of real estate assets 1,569 — 1,537 3,293
Net income $ 11,092 $ 12,384 $ 20,273 $ 33,062
Company's Share for the Period Company's Share for the Period
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Total revenues $ 33,512 $ 31,568 $ 66,083 $ 64,650
Depreciation and amortization (11,468 ) (12,138 ) (23,568 ) (28,594 )
Operating expenses (10,048 ) (10,760 ) (20,495 ) (20,620 )
Interest and other income 416 232 806 462
Interest expense (18,531 ) (21,660 ) (36,056 ) (40,157 )
Negative investment adjustment 6,147 14,823 12,018 34,262
Loss on impairment — (26 ) — (26 )
Gain on sales of real estate assets 784 — 768 629
Net income (loss) $ 812 $ 2,039 $ (444 ) $ 10,606

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 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)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net loss $ (22,663 ) $ (43,805 ) $ (22,149 ) $ (87,028 )
Depreciation and amortization 49,742 64,476 103,011 133,419
Depreciation and amortization from unconsolidated affiliates 4,433 8,819 9,071 17,339
Interest expense 44,173 55,117 87,697 145,776
Interest expense from unconsolidated affiliates 18,531 21,660 36,056 40,157
Income taxes 236 (305 ) 181 602
Loss on impairment — 252 — 252
Gain on depreciable property from unconsolidated affiliates — — — (629 )
Gain on deconsolidation — — (28,151 ) (36,250 )
EBITDAre (1) 94,452 106,214 185,716 213,638
Reorganization items, net — (613 ) — 958
Litigation settlement (74 ) (65 ) (118 ) (146 )
Abandoned projects expense — 834 17 834
Adjustment for unconsolidated affiliates with negative investment 888 (10,460 ) 2,479 (23,007 )
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 1,875 2,373 3,620 4,859
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (708 ) (938 ) (1,373 ) (1,837 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries (1,918 ) (2,525 ) (3,961 ) (5,095 )
Company's share of Adjusted EBITDAre $ 94,515 $ 94,820 $ 186,380 $ 190,204

(1) Includes $717 and $3 for the three months ended June 30, 2023 and 2022, respectively, related to sales of non-depreciable real estate assets. Includes $2,296 and $19 for the six months ended June 30, 2023 and 2022, respectively, related to sales of non-depreciable real estate assets.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Interest Expense:
Interest expense $ 44,173 $ 55,117 $ 87,697 $ 145,776
Interest expense from unconsolidated affiliates 18,531 21,660 36,056 40,157
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (16,574 ) (50,036 ) (33,190 ) (128,499 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries, excluding noncontrolling interests' share of debt discount accretion (545 ) (721 ) (1,192 ) (1,417 )
Company's share of interest expense $ 45,585 $ 26,020 $ 89,371 $ 56,017
Ratio of Adjusted EBITDAre to Interest Expense 2.1 x 3.6 x 2.1 x 3.4 x
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
Company's share of Adjusted EBITDAre $ 94,515 $ 94,820 $ 186,380 $ 190,204
Interest expense (44,173 ) (55,117 ) (87,697 ) (145,776 )
Noncontrolling interests' share of interest expense in other consolidated subsidiaries 1,918 2,525 3,961 5,095
Reorganization items, net — 613 — (958 )
Income taxes (236 ) 305 (181 ) (602 )
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts 7,478 35,268 15,330 98,923
Net amortization of intangible lease assets and liabilities 5,378 4,755 10,715 11,078
Depreciation and interest expense from unconsolidated affiliates (22,964 ) (30,479 ) (45,127 ) (57,496 )
Gain on depreciable property from unconsolidated affiliates — — — 629
Adjustment for unconsolidated affiliates with negative investment (888 ) 10,460 (2,479 ) 23,007
Litigation settlement 74 65 118 146
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries 708 938 1,373 1,837
Net loss attributable to noncontrolling interests in other consolidated subsidiaries (1,875 ) (2,373 ) (3,620 ) (4,859 )
Loss (gain) on outparcel sales 114 (3 ) (1,482 ) (19 )
Gain on insurance proceeds (49 ) (803 ) (49 ) (803 )
Equity in (earnings) losses of unconsolidated affiliates (812 ) (2,039 ) 444 (10,606 )
Distributions of earnings from unconsolidated affiliates 3,215 4,743 6,550 12,583
Share-based compensation expense 3,207 2,818 6,459 5,561
Change in estimate of uncollectable revenues 1,589 (1,962 ) 1,451 (2,699 )
Change in deferred tax assets (1,064 ) (1,267 ) (839 ) (1,334 )
Changes in operating assets and liabilities 4,926 (17,607 ) (7,071 ) (35,822 )
Cash flows provided by operating activities $ 51,061 $ 45,660 $ 84,236 $ 88,089

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.

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Minimum rents $ 93,853 $ 98,038 $ 189,043 $ 195,629
Percentage rents 3,283 3,815 6,447 9,093
Other rents 1,754 2,244 3,450 3,958
Tenant reimbursements 27,753 25,907 57,271 55,869
Estimate of uncollectable amounts (1,801 ) 1,828 (1,045 ) 2,615
Total rental revenues $ 124,842 $ 131,832 $ 255,166 $ 267,164

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 June 30, 2023 Balance
Fixed Variable
Operating Properties:
WestGate Mall (1)(2) Spartanburg, SC Jul-22 4.99 % $ 28,661 $ 28,661 —
Brookfield Square Anchor Redevelopment Brookfield, WI Dec-23 Dec-24 8.06 % 17,790 — 17,790
Volusia Mall Daytona Beach, FL May-24 4.56 % 39,584 39,584 —
Fayette Mall (3) Lexington, KY May-24 May-26 4.25 % 123,479 123,479 —
The Outlet Shoppes at Laredo Laredo, TX Jun-24 8.41 % 37,650 — 37,650
Cross Creek Mall Fayetteville, NC Jun-25 8.19 % 94,760 94,760 —
The Outlet Shoppes at Gettysburg Gettysburg, PA Oct-25 4.80 % 20,810 20,810 —
Parkdale Mall & Crossing Beaumont, TX Mar-26 5.85 % 60,129 60,129 —
Northwoods Mall North Charleston, SC Apr-26 5.08 % 55,510 55,510 —
Arbor Place Atlanta (Douglasville), GA May-26 5.10 % 95,198 95,198 —
Hamilton Place Chattanooga, TN Jun-26 4.36 % 92,836 92,836 —
Jefferson Mall Louisville, KY Jun-26 4.75 % 54,665 54,665 —
Southpark Mall Colonial Heights, VA Jun-26 4.85 % 52,869 52,869 —
Open-air centers and outparcels loan (4) Jun-27 Jun-29 8.11 % 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 1,198,941 963,501 235,440
Weighted-average interest rate 6.27 % 5.60 % 9.03 %
Corporate Debt:
Secured term loan Nov-25 Nov-26/Nov-27 7.92 % 813,038 — 813,038
Total Consolidated Debt $ 2,011,979 (5) $ 963,501 $ 1,048,478
Weighted-average interest rate 6.94 % 5.60 % 8.17 %
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
The Outlet Shoppes at Atlanta Woodstock, GA Nov-23 4.90 % 32,833 32,833 —
The Outlet Shoppes at Atlanta - Phase II Woodstock, GA Nov-23 7.67 % 4,355 — 4,355
Coastal Grand Myrtle Beach, SC Aug-24 4.09 % 49,246 49,246 —
Coastal Grand Outparcel Myrtle Beach, SC Aug-24 4.09 % 2,376 2,376 —
Coastal Grand - Dick's Sporting Goods Myrtle Beach, SC Nov-24 5.05 % 3,400 3,400 —
Hamilton Place Aloft Hotel Chattanooga, TN Nov-24 7.72 % 8,175 — 8,175
The Outlet Shoppes of the Bluegrass Simpsonville, KY Dec-24 4.05 % 41,628 41,628 —
West County Center Des Peres, MO Dec-24 Dec-26 3.40 % 77,324 77,324 —
Hammock Landing - Phase I West Melbourne, FL Feb-25 Feb-26 7.91 % 18,080 — 18,080
Hammock Landing - Phase II West Melbourne, FL Feb-25 Feb-26 7.91 % 5,742 — 5,742
The Pavilion at Port Orange Port Orange, FL Feb-25 Feb-26 7.91 % 24,174 — 24,174
Ambassador Town Center Infrastructure Improvements Lafayette, LA Mar-25 3.00 % 5,749 5,749 —
York Town Center York, PA Mar-25 4.75 % 15,000 15,000 —
Oak Park Mall Overland Park, KS Oct-25 3.97 % 129,920 129,920 —
Northgate Mall Developments Chattanooga, TN Nov-25 8.00 % 2,393 — 2,393
Fremaux Town Center Slidell, LA Jun-26 3.70 % 38,409 38,409 —
Friendly Center Greensboro, NC May-28 6.44 % 73,843 73,843 —
CoolSprings Galleria Nashville, TN May-28 4.84 % 70,881 70,881 —
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 June 30, 2023 Balance
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Fixed Variable
The Outlet Shoppes at El Paso El Paso, TX Oct-28 5.10 % 34,711 34,711 —
Ambassador Town Center Lafayette, LA Jun-29 4.35 % 27,000 27,000 —
The Shoppes at Eagle Point Cookeville, TN May-32 5.40 % 19,702 19,702 —
SUBTOTAL 684,941 (5) 622,022 62,919
Plus Other Debt:
Alamance Crossing (6) Burlington, NC Jul-21 5.83 % 41,122 41,122 —
Less Noncontrolling Interests' Share Of Consolidated Debt:
The Outlet Shoppes at Laredo Laredo, TX 35 % Jun-24 8.41 % (13,177 ) — (13,177 )
The Outlet Shoppes at Gettysburg Gettysburg, PA 50 % Oct-25 4.80 % (10,405 ) (10,405 ) —
Hamilton Place Chattanooga, TN 10 % Jun-26 4.36 % (9,284 ) (9,284 ) —
Hamilton Place open-air centers loan 8% - 10% Jun-32 5.85 % (5,533 ) (5,533 ) —
(38,399 ) (5) (25,222 ) (13,177 )
Company's Share Of Consolidated, Unconsolidated and Other Debt $ 2,699,643 (5) $ 1,601,423 $ 1,098,220
Weighted-average interest rate 6.39 % 5.18 % 8.15 %
Total Debt of Unconsolidated Affiliates:
The Outlet Shoppes at Atlanta Woodstock, GA Nov-23 4.90 % 65,665 65,665 —
The Outlet Shoppes at Atlanta - Phase II Woodstock, GA Nov-23 7.67 % 4,355 — 4,355
Coastal Grand Myrtle Beach, SC Aug-24 4.09 % 98,493 98,493 —
Coastal Grand Outparcel Myrtle Beach, SC Aug-24 4.09 % 4,753 4,753 —
Coastal Grand - Dick's Sporting Goods Myrtle Beach, SC Nov-24 5.05 % 6,800 6,800 —
Hamilton Place Aloft Hotel Chattanooga, TN Nov-24 7.72 % 16,350 — 16,350
The Outlet Shoppes of the Bluegrass Simpsonville, KY Dec-24 4.05 % 64,043 64,043 —
West County Center Des Peres, MO Dec-24 Dec-26 3.40 % 154,648 154,648 —
Hammock Landing - Phase I West Melbourne, FL Feb-25 Feb-26 7.91 % 36,159 — 36,159
Hammock Landing - Phase II West Melbourne, FL Feb-25 Feb-26 7.91 % 11,484 — 11,484
The Pavilion at Port Orange Port Orange, FL Feb-25 Feb-26 7.91 % 48,348 — 48,348
Ambassador Town Center Infrastructure Improvements Lafayette, LA Mar-25 3.00 % 5,749 5,749 —
York Town Center York, PA Mar-25 4.75 % 30,000 30,000 —
Oak Park Mall Overland Park, KS Oct-25 3.97 % 259,840 259,840 —
Northgate Mall Developments Chattanooga, TN Nov-25 8.00 % 4,787 — 4,787
Fremaux Town Center Slidell, LA Jun-26 3.70 % 59,091 59,091 —
Friendly Center Greensboro, NC May-28 6.44 % 147,685 147,685 —
CoolSprings Galleria Nashville, TN May-28 4.84 % 141,762 141,762 —
The Outlet Shoppes at El Paso El Paso, TX Oct-28 5.10 % 69,423 69,423 —
Ambassador Town Center Lafayette, LA Jun-29 4.35 % 41,538 41,538 —
The Shoppes at Eagle Point Cookeville, TN May-32 5.40 % 39,404 39,404 —
$ 1,310,377 $ 1,188,894 $ 121,483
Weighted-average interest rate 4.82 % 4.51 % 7.88 %

(1) The loan is in maturity default.

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

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

(4) 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%. The Operating Partnership has an interest rate swap on a notional amount of $32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975%.

(5) See page 12 for debt discounts and unamortized deferred financing costs.

(6) The loan is in default and the property was placed into receivership. The Company anticipates returning the property to the lender.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Schedule of Maturities of Mortgage and Other Indebtedness

(Dollars in thousands)

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

Year Consolidated<br>Debt CBL's Share of<br>Unconsolidated<br>Affiliates' Debt Other Debt (1) Noncontrolling<br>Interests' Share<br>of Consolidated<br>Debt CBL's Share of<br>Consolidated, Unconsolidated and Other<br>Debt % of Total Weighted<br>Average<br>Interest<br>Rate
2021 $ — $ — $ 41,122 $ — $ 41,122 1.52 % 5.83 %
2022 28,661 — — — 28,661 1.06 % 4.99 %
2023 — 37,188 — — 37,188 1.38 % 5.22 %
2024 95,024 104,825 — (13,177 ) 186,672 6.91 % 5.30 %
2025 115,570 153,062 — (10,405 ) 258,227 9.57 % 5.61 %
2026 534,686 163,729 — (9,284 ) 689,131 25.53 % 4.80 %
2027 813,038 — — — 813,038 30.12 % 7.92 %
2028 — 179,435 — — 179,435 6.65 % 5.55 %
2029 360,000 27,000 — — 387,000 14.34 % 7.84 %
2032 65,000 19,702 — (5,533 ) 79,169 2.93 % 5.74 %
Face Amount of Debt $ 2,011,979 $ 684,941 $ 41,122 $ (38,399 ) $ 2,699,643 100.00 % 6.39 %
Based on Original Maturity Dates:
Year Consolidated<br>Debt CBL's Share of<br>Unconsolidated<br>Affiliates' Debt Other Debt (1) Noncontrolling<br>Interests' Share<br>of Consolidated<br>Debt CBL's Share of<br>Consolidated, Unconsolidated and Other<br>Debt % of Total Weighted<br>Average<br>Interest<br>Rate
2021 $ — $ — $ 41,122 $ — $ 41,122 1.52 % 5.83 %
2022 28,661 — — — 28,661 1.06 % 4.99 %
2023 17,790 37,188 — — 54,978 2.04 % 6.14 %
2024 200,713 182,149 — (13,177 ) 369,685 13.69 % 4.42 %
2025 928,608 201,058 — (10,405 ) 1,119,261 41.46 % 7.39 %
2026 411,207 38,409 — (9,284 ) 440,332 16.31 % 4.86 %
2027 360,000 — — — 360,000 13.34 % 8.11 %
2028 — 179,435 — — 179,435 6.65 % 5.55 %
2029 — 27,000 — — 27,000 1.00 % 4.35 %
2032 65,000 19,702 — (5,533 ) 79,169 2.93 % 5.74 %
Face Amount of Debt $ 2,011,979 $ 684,941 $ 41,122 $ (38,399 ) $ 2,699,643 100.00 % 6.39 %

(1) During the six months ended June 30, 2023, the Company deconsolidated Alamance Crossing East due to a loss of control when the property was placed into receivership in connection with the foreclosure process.

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 June 30, 2023, 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 June 30, 2023, 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)
June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
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 $ 384 $ 407 90.2 % 90.4 %
Lifestyle Centers:
Mayfaire Town Center Wilmington, NC
Pearland Town Center Pearland, TX
Southaven Towne Center Southaven, MS
Total Lifestyle Centers $ 395 $ 427 92.3 % 92.6 %
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 91.7 % 98.7 %
Total Term Loan Assets (HoldCo I) $ 385 $ 410 90.7 % 91.3 %
CONSOLIDATED UNENCUMBERED
Malls:
Brookfield Square Brookfield, WI
Dakota Square Mall Minot, ND
Eastland Mall Bloomington, IL
Harford Mall Bel Air, MD
Laurel Park Place Livonia, MI
Meridian Mall Lansing, MI
Mid Rivers Mall St. Peters, MO
Monroeville Mall Pittsburgh, PA
Northpark Mall Joplin, MO
Old Hickory Mall Jackson, TN
Parkway Place Huntsville, AL
South County Center St. Louis, MO
St. Clair Square Fairview Heights, IL
Stroud Mall Stroudsburg, PA
York Galleria York, PA
Total Malls $ 329 $ 364 80.5 % 79.7 %
Open-Air Centers:
Annex at Monroeville Pittsburgh, PA
The Promenade D'Iberville, MS
N/A N/A 99.1 % 98.7 %
Outparcels and Other N/A N/A 73.8 % 73.5 %
Total Consolidated Unencumbered $ 329 $ 364 82.4 % 81.7 %
JOINT VENTURE ASSETS
Property Location Sales Per Square Foot for the Trailing Twelve Months Ended (1) In-Line Occupancy (2)
--- --- --- --- --- --- --- --- --- --- --- ---
June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
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 $ 552 $ 549 90.9 % 90.8 %
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 $ 496 $ 506 94.0 % 93.3 %
Lifestyle Centers:
Friendly Center and The Shops at Friendly Greensboro, NC $ 600 $ 575 91.5 % 90.1 %
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 93.7 % 95.7 %
Total Joint Venture Assets $ 540 $ 539 92.6 % 93.0 %
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 $ 436 $ 462 93.2 % 93.2 %
Outlet Centers:
The Outlet Shoppes at Gettysburg Gettysburg, PA
The Outlet Shoppes at Laredo Laredo, TX
Total Outlet Centers $ 274 $ 254 76.9 % 74.6 %
Lifestyle Centers:
Alamance Crossing West Burlington, NC N/A N/A 100.0 % 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
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
Property Location Sales Per Square Foot for the Trailing Twelve Months Ended (1) In-Line Occupancy (2)
--- --- --- --- --- --- --- --- --- --- --- ---
June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
West Towne Crossing Madison, WI
WestGate Crossing Spartanburg, SC
Total Open-Air Centers N/A N/A 94.6 % 94.7 %
Outparcels N/A N/A 93.1 % 92.1 %
Total Consolidated Encumbered Assets $ 410 $ 428 91.9 % 91.5 %
Total Same-Center Portfolio $ 425 $ 442 89.7 % 89.8 %
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 - Six Months Ended June 30, 2023 at CBL Share
(Dollars in thousands)
NOI Capital<br>Expenditures Redevelopment Unleveraged<br>Cash Flow Interest Non-Cash<br>Interest Expense (1) Amortization Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls $ 53,644 $ (3,177 ) $ (797 ) $ 49,670 $ - $ - $ - $ 49,670
Lifestyle Centers 11,226 (780 ) - 10,446 - - - 10,446
Open-Air Centers 1,632 (36 ) - 1,596 - - - 1,596
Term Loan Debt Service - - - - (30,964 ) - (16,414 ) (47,378 )
Total Term Loan Assets (HoldCo I) 66,502 (3,993 ) (797 ) 61,712 (30,964 ) - (16,414 ) 14,334
CONSOLIDATED UNENCUMBERED
Malls 25,962 (2,807 ) - 23,155 - - - 23,155
Open-Air Centers 4,100 (133 ) - 3,967 - - - 3,967
Outparcels 167 (14 ) - 153 - - - 153
Other 976 (623 ) - 353 - - - 353
Total Consolidated Unencumbered 31,205 (3,577 ) - 27,628 - - - 27,628
JOINT VENTURE ASSETS
Malls 20,926 (1,074 ) - 19,852 (7,006 ) - (6,440 ) 6,406
Outlet Centers 8,700 (297 ) - 8,403 (2,867 ) - (1,574 ) 3,962
Lifestyle Centers 5,920 (1,174 ) - 4,746 (1,864 ) - (457 ) 2,425
Open-Air Centers 9,615 (492 ) (851 ) 8,272 (6,208 ) - (3,622 ) (1,558 )
Other 317 (4 ) - 313 (294 ) - (90 ) (71 )
Total Joint Venture Assets 45,478 (3,041 ) (851 ) 41,586 (18,239 ) - (12,183 ) 11,164
CONSOLIDATED ENCUMBERED ASSETS
Malls 45,166 (3,180 ) - 41,986 (28,677 ) 11,011 (18,545 ) 5,775
Outlet Centers 1,715 (193 ) - 1,522 (5,261 ) 3,987 (472 ) (224 )
Lifestyle Centers 953 - - 953 (783 ) - - 170
Open-Air Centers 12,214 (885 ) (72 ) 11,257 (8,068 ) - - 3,189
Outparcels 9,364 (289 ) (760 ) 8,315 (8,150 ) - - 165
Total Consolidated Encumbered Assets 69,412 (4,547 ) (832 ) 64,033 (50,939 ) 14,998 (19,017 ) 9,075
Total Same-Center $ 212,597 $ (15,158 ) $ (2,480 ) $ 194,959 $ (100,142 ) $ 14,998 $ (47,614 ) $ 62,201

(1) Non-cash interest expense consists of the accretion of debt discounts.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Operating Metrics - Six Months Ended June 30, 2022 at CBL Share
(Dollars in thousands)
NOI Capital<br>Expenditures Redevelopment Unleveraged<br>Cash Flow Interest Non-Cash<br>Interest Expense (1) Amortization Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls $ 56,361 $ (3,210 ) $ - $ 53,151 $ - $ - $ - $ 53,151
Lifestyle Centers 10,815 (982 ) - 9,833 - - - 9,833
Open-Air Centers 1,985 (49 ) - 1,936 - - - 1,936
Term Loan Debt Service - - - - (16,344 ) - (26,761 ) (43,105 )
Total Term Loan Assets (HoldCo I) 69,161 (4,241 ) - 64,920 (16,344 ) - (26,761 ) 21,815
CONSOLIDATED UNENCUMBERED
Malls 31,780 (2,319 ) (481 ) 28,980 - - - 28,980
Open-Air Centers 3,477 (190 ) - 3,287 - - - 3,287
Outparcels 282 - - 282 - - - 282
Other 1,264 (203 ) - 1,061 (426 ) 135 (342 ) 428
Total Consolidated Unencumbered 36,803 (2,712 ) (481 ) 33,610 (426 ) 135 (342 ) 32,977
JOINT VENTURE ASSETS
Malls 19,955 (1,408 ) - 18,547 (5,232 ) (1,827 ) (2,517 ) 8,971
Outlet Centers 7,729 (407 ) - 7,322 368 (3,259 ) (1,699 ) 2,732
Lifestyle Centers 6,071 (97 ) - 5,974 (1,275 ) - (581 ) 4,118
Open-Air Centers 9,349 (347 ) - 9,002 (293 ) (2,525 ) (3,994 ) 2,190
Other 333 - - 333 (117 ) - (45 ) 171
Total Joint Venture Assets 43,437 (2,259 ) - 41,178 (6,549 ) (7,611 ) (8,836 ) 18,182
CONSOLIDATED ENCUMBERED ASSETS
Malls 45,598 (2,865 ) - 42,733 (80,932 ) 62,881 (22,693 ) 1,989
Outlet Centers 1,800 (156 ) - 1,644 (6,280 ) 5,382 (567 ) 179
Lifestyle Centers 944 - - 944 (74 ) - - 870
Open-Air Centers 11,447 (375 ) - 11,072 (1,182 ) - (80 ) 9,810
Outparcels 9,212 - (2,019 ) 7,193 (790 ) - - 6,403
Total Consolidated Encumbered Assets 69,001 (3,396 ) (2,019 ) 63,586 (89,258 ) 68,263 (23,340 ) 19,251
Secured Note Debt Service - - - - (17,721 ) 788 - (16,933 )
Total Same-Center $ 218,402 $ (12,608 ) $ (2,500 ) $ 203,294 $ (130,298 ) $ 61,575 $ (59,279 ) $ 75,292

(1) 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

CBL & Associates HoldCo I, LLC - Consolidated Balance Sheet
(unaudited, in thousands)
June 30, <br>2023 December 31, <br>2022
ASSETS
Real estate assets:
Land $ 174,157 $ 174,157
Buildings and improvements 402,074 401,453
576,231 575,610
Accumulated depreciation (68,663 ) (51,134 )
507,568 524,476
Developments in progress 2,416 880
Net investment in real estate assets 509,984 525,356
Cash 19,877 39,105
Receivables:
Tenant 13,578 15,797
Other 5,093 4,638
In-place leases, net 68,166 85,840
Above market leases, net 46,410 55,810
Other assets 15,862 5,211
$ 678,970 $ 731,757
LIABILITIES AND EQUITY
Senior secured term loan, net of deferred financing costs $ 812,306 $ 828,521
Below market leases, net 30,178 36,553
Accounts payable and accrued liabilities 38,330 43,061
Total liabilities 880,814 908,135
Owner's deficit (201,844 ) (176,378 )
$ 678,970 $ 731,757
CBL & Associates HoldCo I, LLC - Consolidated Income Statement
--- --- --- --- --- --- --- --- --- --- --- --- ---
(unaudited, in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenues:
Rental revenues $ 49,320 $ 48,131 $ 99,105 $ 99,992
Other 1,149 1,319 2,492 2,383
Total revenues 50,469 49,450 101,597 102,375
Expenses:
Property operating (7,773 ) (7,423 ) (17,218 ) (15,785 )
Depreciation and amortization (18,991 ) (23,385 ) (39,186 ) (48,743 )
Real estate taxes (5,027 ) (4,908 ) (10,116 ) (9,661 )
Maintenance and repairs (3,915 ) (4,018 ) (8,618 ) (7,801 )
Management fees (2,250 ) (2,250 ) (4,500 ) (4,500 )
Total expenses (37,956 ) (41,984 ) (79,638 ) (86,490 )
Other income (expenses):
Other income 88 805 209 833
Interest expense (16,073 ) (8,245 ) (31,170 ) (16,493 )
Total other expenses (15,985 ) (7,440 ) (30,961 ) (15,660 )
Net (loss) income $ (3,472 ) $ 26 $ (9,002 ) $ 225
Modified Cash NOI (1) $ 34,456 $ 62,288 $ 67,222 $ 99,214
Interest Coverage Ratio (2) 2.5x 4.5x

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

(2) The Interest Coverage Ratio represents Modified Cash NOI divided by Facility Interest Expense, as defined in the exit credit agreement. The Interest Coverage Ratio for the period ended June 30, 2023 represents actual trailing four-quarter Modified Cash NOI divided by actual trailing four-quarter Facility Interest Expense.

CBL & Associates HoldCo I, LLC - Consolidated Statement of Cash Flows
(unaudited, in thousands)
Six Months Ended June 30, Six Months Ended June 30,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (9,002 ) $ 225
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 39,186 48,743
Net amortization of deferred financing costs and debt discounts 200 149
Net amortization of intangible lease assets and liabilities 3,031 3,391
Write-off of development projects 17 —
Gain on sales of real estate assets — (3 )
Gain on insurance proceeds — (803 )
Change in estimate of uncollectable revenues (278 ) (1,739 )
Changes in:
Tenant and other receivables 2,042 3,061
Other assets (925 ) (645 )
Accounts payable and accrued liabilities (4,571 ) 1,281
Net cash provided by operating activities 29,700 53,660
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets (5,299 ) (6,954 )
Proceeds from sales of real estate assets — 5
Proceeds from insurance — 743
Changes in other assets (293 ) (192 )
Net cash used in investing activities (5,592 ) (6,398 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness (16,414 ) (26,761 )
Additions to deferred financing costs — (4 )
Distributions to member (17,408 ) (5,897 )
Net cash used in financing activities (33,822 ) (32,662 )
NET CHANGE IN CASH EQUIVALENTS AND RESTRICTED CASH (9,714 ) 14,600
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 39,105 18,226
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 29,391 $ 32,826
Reconciliation from consolidated statement of cash flows to consolidated balance sheets:
Cash and cash equivalents $ 19,877 $ 24,371
Restricted cash 9,514 8,455
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 29,391 $ 32,826

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
Three Months Ended June 30, 2023:
All Property Types (2) 410,725 $ 38.33 $ 40.99 6.9 % $ 41.82 9.1 %
Malls, Lifestyle Centers & Outlet Centers 352,206 40.81 42.89 5.1 % 43.73 7.2 %
New leases 40,014 34.10 41.56 21.9 % 44.21 29.6 %
Renewal leases 312,192 41.67 43.07 3.4 % 43.67 4.8 %
Six Months Ended June 30, 2023:
All Property Types (2) 1,147,811 $ 35.26 $ 36.34 3.1 % $ 37.06 5.1 %
Malls, Lifestyle Centers & Outlet Centers 1,040,724 36.57 37.13 1.5 % 37.85 3.5 %
New leases 82,414 36.15 42.81 18.4 % 45.14 24.9 %
Renewal leases 958,310 36.61 36.65 0.1 % 37.22 1.7 %
Total Leasing Activity: Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet:
--- --- --- --- --- --- --- ---
Square Feet
Three Months Ended June 30, 2023:
Operating portfolio: As of June 30, As of June 30,
New leases 289,181 2023 2022
Renewal leases 586,036 Same-center Malls, Lifestyle & Outlet Centers $ 30.03 $ 29.43
Total leased 875,217 Total Malls 30.43 30.02
Total Lifestyle Centers 29.30 27.88
Six Months Ended June 30, 2023: Total Outlet Centers 27.76 26.51
Operating Portfolio: Total Malls, Lifestyle & Outlet Centers 30.03 29.43
New leases 575,194 Open-Air Centers 15.29 15.10
Renewal leases 1,574,527 Other 19.94 19.31
Total leased 2,149,721

(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 June 30, 2023, 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 Six Months Ended June 30, 2023 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 2023:
New 53 159,063 6.34 $ 37.38 $ 39.42 $ 31.92 $ 5.46 17.1 % $ 7.50 23.5 %
Renewal 411 1,369,901 2.65 34.35 34.69 33.88 0.47 1.4 % 0.81 2.4 %
Commencement 2023 Total 464 1,528,964 3.07 34.67 35.18 33.68 0.99 2.9 % 1.50 4.5 %
Commencement 2024:
New 3 6,953 7.67 47.35 51.16 39.50 7.85 19.9 % 11.66 29.5 %
Renewal 64 161,556 2.61 47.39 47.70 46.73 0.66 1.4 % 0.97 2.1 %
Commencement 2024 Total 67 168,509 2.84 47.39 47.84 46.43 0.96 2.1 % 1.41 3.0 %
Total 2023/2024 531 1,697,473 3.04 $ 35.93 $ 36.44 $ 34.94 $ 0.99 2.8 % $ 1.50 4.3 %

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) 108 164,271 2.73 %
2 Victoria's Secret & Co. 50 404,466 2.70 %
3 Foot Locker, Inc. 73 357,594 2.58 %
4 Dick's Sporting Goods, Inc. (3) 25 1,462,150 2.26 %
5 American Eagle Outfitters, Inc. 63 382,073 2.12 %
6 Bath & Body Works, Inc. 58 236,088 1.92 %
7 Genesco Inc. (4) 81 158,961 1.60 %
8 Finish Line, Inc. 37 201,852 1.52 %
9 Luxottica Group S.P.A. (5) 79 178,795 1.23 %
10 The Buckle, Inc. 36 186,133 1.22 %
11 Cinemark Holdings, Inc. 9 467,190 1.19 %
12 The Gap, Inc. 44 537,209 1.17 %
13 Hot Topic, Inc. 99 245,477 0.99 %
14 Shoe Show, Inc. 29 377,980 0.96 %
15 Express Fashions 30 246,437 0.95 %
16 The TJX Companies, Inc. (6) 18 520,475 0.89 %
17 Spencer Spirit Holdings, Inc. 48 111,729 0.88 %
18 H & M Hennes & Mauritz AB 38 803,797 0.86 %
19 Claire's Stores, Inc. 68 85,364 0.85 %
20 Barnes & Noble, Inc. 16 457,337 0.83 %
21 Ulta Salon, Cosmetics & Fragrance, Inc. 23 237,961 0.75 %
22 Abercrombie & Fitch, Co. 28 189,942 0.71 %
23 The Children's Place, Inc. 34 147,763 0.70 %
24 Focus Brands LLC (7) 66 47,785 0.70 %
25 Scheels All Sports, Inc. 2 223,136 0.70 %
1,162 8,431,965 33.01 %

(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)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Tenant allowances (1) $ 3,075 $ 4,173 $ 6,649 $ 7,040
Maintenance capital expenditures: (2)
Parking lot and parking lot lighting 865 980 1,196 1,513
Roof replacements 888 2 1,425 126
Other capital expenditures 4,331 2,275 5,989 4,097
Total maintenance capital expenditures 6,084 3,257 8,610 5,736
Total capital expenditures $ 9,159 $ 7,430 $ 15,259 $ 12,776

(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 maintenance capital expenditures.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Redevelopments Completed at June 30, 2023

(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) 2023<br>Cost Opening<br>Date Initial<br>Unleveraged<br>Yield
Redevelopments:
The Terrace - Nordstrom Rack (former Staples) Chattanooga, TN 92% 24,155 $ 2,513 $ 1,694 $ 72 Q2 '23 13.0%
York Town Center - Burlington (former Bed Bath & Beyond) York, PA 50% 28,000 1,247 1,268 281 Q1 '23 18.5%
Total Properties Completed 52,155 $ 3,760 $ 2,962 $ 353

(1) Total Cost is presented net of reimbursements to be received.

(2) Cost to Date does not reflect reimbursements until they are received.

Properties Under Development at June 30, 2023

(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) 2023<br>Cost Expected Opening<br>Date Initial<br>Unleveraged<br>Yield
Mall Expansion:
Sunrise Mall - Bubba's 33 Brownsville, TX 100% 7,575 $ 1,049 $ 997 $ 797 Summer '23 18.0%
Open-Air Center:
Fremaux Town Center - Marshall's Slidell, LA 65% 22,132 2,356 632 570 Fall '23 10.5%
Outparcel Development:
Mayfaire Town Center - hotel development Wilmington, NC 49% 83,021 15,435 2,255 1,082 Spring '24 11.0%
Redevelopments:
Hamilton Place - Crunch Fitness Chattanooga, TN 100% 36,640 2,648 74 56 Winter '24 23.3%
Kirkwood Mall - Five Below Bismarck, ND 100% 19,478 2,323 707 704 Fall '23 16.3%
56,118 4,971 781 760
Total Properties Under Development 168,846 $ 23,811 $ 4,665 $ 3,209

(1) Total Cost is presented net of reimbursements to be received.

(2) Cost to Date does not reflect reimbursements until they are received.

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 opened on lower level (summer 2023). Under negotiation with entertainment use for remainder.
Brookfield Square Brookfield, WI Redeveloped in 2019 with Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's, convention center/hotel. Sold to third party for future office use.
CherryVale Mall Rockford, IL Redeveloped with Tilt in 2020. Gallery Furniture opened 2021
Coastal Grand Myrtle Beach, SC Owned by Sears. Under negotiation with sporting goods retailer for lower level.
CoolSprings Galleria Nashville, TN Redeveloped in 2015.
Cross Creek Mall Fayetteville, NC Sale of parcel to Rooms to Go. New store opened December 2021. Longhorn Steakhouse opened. Pad sale to Main Event completed in August 2022. Opening in 2023. Construction underway on new Bahama Breeze for opening in late 2023. Razoo's lease executed.
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 Whole Foods sub-leases a third of the box from Sears. Sears closed in Q2 2023 and ground lease terminated 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 Seritage sold to third party for future redevelopment.
Jefferson Mall Louisville, KY Currently occupied by Overstock. PSA executed 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. Actively leasing women's store and 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 50% partner.
Northpark Mall Joplin, MO Building owned by Sears.
Northwoods Mall North Charleston, SC Owned by third party. Partially 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 uses.
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. Under negotiation with sporting goods tenant.
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 third party. 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.

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