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): November 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 | ||
| --- |
(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 | CBL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 9, 2023, CBL & Associates Properties, Inc. (the "Company") reported its results for the third quarter ended September 30, 2023. The Company's earnings release and supplemental financial and operating information for the third quarter ended September 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 November 9, 2023 and Supplemental Financial and Operating Information - For the Three and Nine Months Ended September 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 hereunto duly authorized.
| CBL & ASSOCIATES PROPERTIES, INC. | |||
|---|---|---|---|
| Date: | November 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
Earnings Release and
Supplemental Financial and Operating Information
For the Three and Nine Months Ended
September 30, 2023
Earnings Release and Supplemental Financial and Operating Information
Table of Contents
| Page | |
|---|---|
| Earnings Release | 1 |
| Consolidated Statements of Operations | 6 |
| Reconciliations of Supplementary Non-GAAP Financial Measures: | |
| Funds from Operations (FFO) | 7 |
| Same-center Net Operating Income (NOI) | 9 |
| Share of Consolidated and Unconsolidated Debt | 11 |
| Consolidated Balance Sheets | 12 |
| Condensed Combined Financial Statements - Unconsolidated Affiliates | 13 |
| Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows | 14 |
| Components of Rental Revenues | 16 |
| Schedule of Mortgage and Other Indebtedness | 17 |
| Schedule of Maturities | 19 |
| Property List | 21 |
| Operating Metrics by Collateral Pool | 24 |
| CBL & Associates HoldCo I, LLC Financial Statements | 26 |
| Leasing Activity and Average Annual Base Rents | 27 |
| Top 25 Tenants Based on Percentage of Total Annualized Revenues | 29 |
| Capital Expenditures | 30 |
| Development Activity | 31 |
| CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans | 32 |
| News Release | |
| --- |
Contact: Katie Reinsmidt, Executive Vice President & Chief Operating Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com
CBL PROPERTIES REPORTS RESULTS FOR THIRD QUARTER 2023
Same-Center NOI Increase and Occupancy Gains Lead Strong Results in Third Quarter
CHATTANOOGA, Tenn. (November 9, 2023) – CBL Properties (NYSE: CBL) announced results for the third quarter ended September 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 September 30, | Nine Months Ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | ||||||||
| Net income (loss) attributable to common shareholders | $ | 0.41 | $ | (0.47 | ) | $ | (0.19 | ) | $ | (3.26 | ) |
| Funds from Operations ("FFO") | $ | 1.93 | $ | 1.55 | $ | 4.79 | $ | 3.78 | |||
| FFO, as adjusted (1) | $ | 1.60 | $ | 1.85 | $ | 4.72 | $ | 5.77 |
(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 7 of this news release.
KEY TAKEAWAYS:
• As of November 2, 2023, the limited guaranty provided by the Operating Partnership on the Secured Term Loan had been eliminated and the loan became fully non-recourse. With the elimination of the guaranty, CBL's borrowings are almost fully comprised of non-recourse loans.
• Same-center NOI increased 0.4% during the third quarter 2023 as compared with the prior-year quarter. For the nine months ended September 30, 2023, same-center NOI declined 1.7%.
• FFO, as adjusted, per share was $1.60 for the third quarter 2023, and $4.72 for the nine-months ended September 30, 2023, in-line with expectations. FFO, as adjusted, per share was $1.85 for the third quarter 2022 and $5.77 for the nine-months ended September 30, 2022.
• CBL now anticipates achieving full-year results near the mid-point of its 2023 FFO, as adjusted, per share, guidance range of $6.00 - $6.47 and 2023 same-center NOI guidance to the range of $423 million - $440 million.
• Portfolio occupancy increased 30 basis points to 90.8% as of September 30, 2023, compared with portfolio occupancy of 90.5% as of September 30, 2022. Same-center occupancy for malls, lifestyle centers and outlet centers was 89.7% as of September 30, 2023, a 60-basis-point increase from 89.1% as of September 30, 2022.
• Over 969,000 square feet of leases were executed in the third quarter, including comparable leases of approximately 691,000 square feet signed at 4.0% lower average rents versus the prior leases driven by a 6.5% decline in renewal lease spreads. The decline in renewal lease spreads was primarily the result of the execution of several portfolio-wide lease deals with underperforming tenants.
• As anticipated, same-center tenant sales per square foot for the third quarter 2023 declined 4.8%. Same-center tenant sales per square foot for the 12-months ended September 30, 2023, declined 4.5% to $420, compared with $440 for the prior period.
• As of September 30, 2023, the Company had $292.8 million of unrestricted cash and marketable securities.
• CBL's Board of Directors declared a regular cash dividend for the fourth quarter 2023 of $0.375 per share, representing an annualized dividend of $1.50 per share.
“CBL posted solid results in the third quarter highlighted by same-center NOI growth of 40 basis points," said Stephen D. Lebovitz, CBL's chief executive officer. "The increase was primarily the result of contributions from occupancy improvements as well as expense savings. Operating expense is benefiting from a new lower third-party contract rate, as well as the timing of certain maintenance and repair items, several of which should impact the fourth quarter. As a result of the year-to-date performance and our expectations for the remainder of the year, we anticipate achieving full-year results near the mid-point of the FFO, as adjusted and same-center NOI guidance ranges.
"We maintained a high volume of leasing in the third quarter and new lease spreads were well into positive territory, increasing more than 25%. While renewal spreads were negative for the quarter, this was driven by a subset of portfolio renewal packages with certain underperforming tenants. The combination of rising occupancy and strong leasing demand positions us to more readily replace underperforming tenants going forward.
"Despite the challenging capital markets, we were pleased to close a new 10-year non-recourse loan secured by The Outlet Shoppes at Atlanta. This loan generated approximately $10 million in net new proceeds for our joint venture. With this loan closing and the exercise of available options for extendable loans, we have fully addressed all 2023 loan maturities successfully extending our debt maturity schedule. With the elimination of the limited corporate guaranty on our term loan on November 2nd, we also have made significant progress de-risking our balance sheet. During the third quarter, we began a disciplined execution of our stock repurchase program, taking advantage of the discount to our view of the value of CBL's stock. As we approach the end of 2023 and look forward to 2024, we are focused on achieving further operational improvements, generating greater free cash flow and maintaining a disciplined approach to capital allocation."
Same-center Net Operating Income (“NOI”)(1):
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Total Revenues | $ | 159,404 | $ | 162,577 | ||
| Total Expenses | $ | (52,955 | ) | $ | (56,504 | ) |
| Total portfolio same-center NOI | $ | 106,449 | $ | 106,073 | ||
| Total same-center NOI percentage change | 0.4 | % | ||||
| Estimate for uncollectable revenues (recovery) | $ | 2,293 | $ | (301 | ) |
(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 third quarter 2023 increased $0.4 million. Major variances impacting the quarter included a $2.6 million unfavorable variance in the estimate for uncollectable revenues and a $0.3 million decline in percentage rents. Operating expenses declined $3.6 million driven by $1.8 million lower maintenance and repair and $1.7 million lower property operating expense. The declines were primarily due to lower third-party contract expense and the timing of certain maintenance projects.
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Total Revenues | $ | 482,953 | $ | 488,244 | ||
| Total Expenses | $ | (163,908 | ) | $ | (163,769 | ) |
| Total portfolio same-center NOI | $ | 319,046 | $ | 324,475 | ||
| Total same-center NOI percentage change | (1.7 | )% | ||||
| Estimate for uncollectable revenues (recovery) | $ | 3,147 | $ | (3,719 | ) |
Same-center NOI for nine months ended September 30, 2023, declined by $5.4 million or 1.7% from the prior-year period. The decline was driven by a $6.9 million unfavorable variance in the estimate for uncollectable revenues and a $3.1 million decline in percentage rents. Operating expenses were generally flat.
PORTFOLIO OPERATIONAL RESULTS
Occupancy(1):
| As of September 30, | ||
|---|---|---|
| 2023 | 2022 | |
| Total portfolio | 90.8% | 90.5% |
| Malls, Lifestyle Centers and Outlet Centers: | ||
| Total malls | 89.2% | 88.7% |
| Total lifestyle centers | 92.6% | 90.6% |
| Total outlet centers | 90.3% | 90.9% |
| Total same-center malls, lifestyle centers and outlet centers | 89.7% | 89.1% |
| All Other: | ||
| Total open-air centers | 95.0% | 94.7% |
| Total other | 82.5% | 93.0% |
(1) Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied.
New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:
| % Change in Average Gross Rent Per Square Foot: | ||
|---|---|---|
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |
| 2023 | 2023 | |
| All Property Types | (4.0)% | 1.2% |
| Stabilized Malls, Lifestyle Centers and Outlet Centers | (4.6)% | (0.0)% |
| New leases | 26.9% | 25.6% |
| Renewal leases | (6.5)% | (1.9)% |
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 September 30, | |||||
|---|---|---|---|---|---|
| 2023 | 2022 | % Change | |||
| Mall, Lifestyle Center and Outlet Center same-center sales per square foot | $ | 420 | $ | 440 | (4.5)% |
DIVIDEND
On November 8, 2023, CBL’s Board of Directors declared a regular quarterly cash dividend for the three months ended December 31, 2023, of $0.375 per share. The dividend, which equates to an annual dividend payment of $1.50 per share, is payable on December 29, 2023, to shareholders of record as of December 12, 2023.
FINANCING ACTIVITY
Year-to-date, CBL has completed more than $575.0 million in financing activity, successfully addressing all 2023 final loan maturities. Additionally, as of November 2, 2023, the limited guaranty provided by the Operating Partnership on the Secured Term Loan was eliminated and the loan became fully non-recourse.
In October, CBL along with its 50% joint venture partner, Horizon Group Properties, closed a new $79.3 million loan ($39.7 million at CBL’s 50% share) secured by The Outlet Shoppes of Atlanta, the premier outlet shopping destination located in Woodstock, GA. The new non-recourse ten-year loan bears a fixed interest-only rate of 7.85% and replaces two loans with an aggregate balance of $69.5 million (at 100%) that were set to mature in November 2023.
In October, CBL and it's 35% joint venture partner closed on the extension and modification of the loan secured by The Outlet Shoppes at Laredo in Laredo, TX. The loan was modified to reduce the principal balance to $33.98 million and add an additional one-year extension option through June 2025. The interest rate of SOFR plus 325 basis points remained the same.
In October, CBL exercised its option to extend the $17.6 million recourse loan secured by the Brookfield Square Anchor Redevelopment to December 2024. In connection with the extension, CBL made the optional election to reduce the outstanding principal balance by $2.0 million.
In November, CBL and the lender of the loan secured by Volusia Mall in Daytona Beach, FL, closed on the modification and extension of the loan. The loan was modified to apply escrow balances to reduce the principal balance by $1.7 million to $36.7 million and extend the maturity date two years to May 2026.
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 September, WestGate Mall was placed into receivership and deconsolidated.
STOCK REPURCHASE PROGRAM ACTIVITY
On August 10, 2023, CBL announced that its Board of Directors authorized a stock repurchase program for the Company to buy up to $25.0 million of its common stock. Purchases may be made through the program by August 10, 2024. Year-to-date, CBL had repurchased 51,966 shares at an average price of $21.30 per share under the program.
DISPOSITIONS
During the third quarter 2023, CBL completed the sale of two land parcels generating $3.6 million in gross proceeds at CBL's share. Year-to-date through the second quarter end, CBL has grossed more than $8.9 million from dispositions.
DEVELOPMENT AND REDEVELOPMENT ACTIVITY
Detailed project information is available in CBL’s Financial Supplement for Q3 2023, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.
OUTLOOK AND GUIDANCE
Based on third quarter 2023 results and Management's expectations for the remainder 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 | (0.79 | ) | (0.33 | ) | ||
| Depreciation and amortization | 6.43 | 6.43 | ||||
| Dividends allocable to unvested restricted stock | 0.03 | 0.03 | ||||
| Noncontrolling interest in earnings of Operating Partnership | (0.02 | ) | (0.01 | ) | ||
| Debt discount accretion, net of noncontrolling interests' share | 1.93 | 1.93 | ||||
| Adjustment for unconsolidated affiliates with negative investment | (0.04 | ) | (0.04 | ) | ||
| Adjustment for litigation settlement | (0.07 | ) | (0.07 | ) | ||
| Non-cash default interest expense | 0.03 | 0.03 | ||||
| Gain on deconsolidation | (1.50 | ) | (1.50 | ) | ||
| 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 | $45 million |
| 2023 Estimated development/redevelopment expenditures | $15 million | $18 million |
| 2023 Estimated principal amortization (including est. term loan ECF) | $75 million | $85 million |
| Total Estimate | $130 million | $148 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 7 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 September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| REVENUES: | ||||||||||||
| Rental revenues | $ | 124,783 | $ | 131,642 | $ | 379,949 | $ | 398,806 | ||||
| Management, development and leasing fees | 1,840 | 1,783 | 6,096 | 5,338 | ||||||||
| Other | 2,728 | 2,855 | 9,532 | 9,256 | ||||||||
| Total revenues | 129,351 | 136,280 | 395,577 | 413,400 | ||||||||
| EXPENSES: | ||||||||||||
| Property operating | (22,621 | ) | (24,390 | ) | (68,742 | ) | (69,046 | ) | ||||
| Depreciation and amortization | (45,118 | ) | (61,050 | ) | (148,129 | ) | (194,469 | ) | ||||
| Real estate taxes | (13,794 | ) | (13,880 | ) | (43,063 | ) | (42,569 | ) | ||||
| Maintenance and repairs | (8,487 | ) | (10,272 | ) | (30,002 | ) | (31,068 | ) | ||||
| General and administrative | (14,398 | ) | (14,625 | ) | (49,783 | ) | (51,149 | ) | ||||
| Loss on impairment | — | — | — | (252 | ) | |||||||
| Litigation settlement | 2,060 | 36 | 2,178 | 182 | ||||||||
| Other | — | — | (198 | ) | (834 | ) | ||||||
| Total expenses | (102,358 | ) | (124,181 | ) | (337,739 | ) | (389,205 | ) | ||||
| OTHER INCOME (EXPENSES): | ||||||||||||
| Interest and other income | 3,628 | 152 | 9,260 | 1,216 | ||||||||
| Interest expense | (42,891 | ) | (37,652 | ) | (130,588 | ) | (183,428 | ) | ||||
| Gain on deconsolidation | 19,728 | — | 47,879 | 36,250 | ||||||||
| Loss on available-for-sale securities | — | (39 | ) | — | (39 | ) | ||||||
| Gain on sales of real estate assets | 3,414 | 3,528 | 4,896 | 3,547 | ||||||||
| Reorganization items, net | — | 1,220 | — | 262 | ||||||||
| Income tax provision | (1,263 | ) | (2,422 | ) | (1,381 | ) | (2,751 | ) | ||||
| Equity in earnings of unconsolidated affiliates | 3,266 | 5,702 | 2,822 | 16,308 | ||||||||
| Total other expenses | (14,118 | ) | (29,511 | ) | (67,112 | ) | (128,635 | ) | ||||
| Net income (loss) | 12,875 | (17,412 | ) | (9,274 | ) | (104,440 | ) | |||||
| Net (income) loss attributable to noncontrolling interests in: | ||||||||||||
| Operating Partnership | 6 | (25 | ) | 6 | 34 | |||||||
| Other consolidated subsidiaries | 381 | 3,143 | 4,001 | 8,002 | ||||||||
| Net income (loss) attributable to the Company | 13,262 | (14,294 | ) | (5,267 | ) | (96,404 | ) | |||||
| Earnings allocable to unvested restricted stock | (305 | ) | (216 | ) | (837 | ) | (426 | ) | ||||
| Net income (loss) attributable to common shareholders | $ | 12,957 | $ | (14,510 | ) | $ | (6,104 | ) | $ | (96,830 | ) | |
| Basic and diluted per share data attributable to common shareholders: | ||||||||||||
| Basic earnings per share | $ | 0.41 | $ | (0.47 | ) | $ | (0.19 | ) | $ | (3.26 | ) | |
| Diluted earnings per share | 0.41 | (0.47 | ) | (0.19 | ) | (3.26 | ) | |||||
| Weighted-average basic shares | 31,305 | 30,973 | 31,307 | 29,725 | ||||||||
| Weighted-average diluted shares | 31,305 | 30,973 | 31,307 | 29,725 |
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)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income (loss) attributable to common shareholders | $ | 12,957 | $ | (14,510 | ) | $ | (6,104 | ) | $ | (96,830 | ) | |
| Noncontrolling interest in loss of Operating Partnership | (6 | ) | 25 | (6 | ) | (34 | ) | |||||
| Earnings allocable to unvested restricted stock | 305 | 216 | 837 | 426 | ||||||||
| Depreciation and amortization expense of: | ||||||||||||
| Consolidated properties | 45,118 | 61,050 | 148,129 | 194,469 | ||||||||
| Unconsolidated affiliates | 4,192 | 3,665 | 13,263 | 21,004 | ||||||||
| Non-real estate assets | (221 | ) | (123 | ) | (673 | ) | (524 | ) | ||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (562 | ) | (829 | ) | (1,935 | ) | (2,666 | ) | ||||
| Loss on impairment, net of taxes | — | — | — | 186 | ||||||||
| Gain on depreciable property | — | — | — | (629 | ) | |||||||
| FFO allocable to Operating Partnership common unitholders | 61,783 | 49,494 | 153,511 | 115,402 | ||||||||
| Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1) | 14,689 | 25,425 | 47,879 | 153,924 | ||||||||
| Adjustment for unconsolidated affiliates with negative investment (2) | (3,659 | ) | (13,116 | ) | (1,180 | ) | (36,123 | ) | ||||
| Senior secured notes fair value adjustment (3) | — | — | — | (395 | ) | |||||||
| Litigation settlement (4) | (2,060 | ) | (36 | ) | (2,178 | ) | (182 | ) | ||||
| Non-cash default interest expense (5) | 191 | (1,585 | ) | 972 | (19,805 | ) | ||||||
| Gain on deconsolidation (6) | (19,728 | ) | — | (47,879 | ) | (36,250 | ) | |||||
| Loss on available-for-sale securities | — | 39 | — | 39 | ||||||||
| Reorganization items, net (7) | — | (1,220 | ) | — | (262 | ) | ||||||
| FFO allocable to Operating Partnership common unitholders, as adjusted | $ | 51,216 | $ | 59,001 | $ | 151,125 | $ | 176,348 | ||||
| FFO per diluted share | $ | 1.93 | $ | 1.55 | $ | 4.79 | $ | 3.78 | ||||
| FFO, as adjusted, per diluted share | $ | 1.60 | $ | 1.85 | $ | 4.72 | $ | 5.77 | ||||
| Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted | 32,054 | 31,831 | 32,018 | 30,568 |
(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 nine-month periods ended September 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 nine months ended September 30, 2023 includes default interest on loans past their maturity dates. The three and nine months ended September 30, 2022 includes the reversal of default interest expense when waivers or forbearance agreements were obtained.
(6) For the three and nine months ended September 30, 2023, the Company deconsolidated WestGate Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process. For the nine months ended September 30, 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 nine months ended September 30, 2022, the Company deconsolidated Greenbrier Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process.
(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 September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Diluted EPS attributable to common shareholders | $ | 0.41 | $ | (0.47 | ) | $ | (0.19 | ) | $ | (3.26 | ) | |
| Add amounts per share included in FFO: | ||||||||||||
| Unvested restricted stock | 0.02 | 0.02 | 0.02 | 0.09 | ||||||||
| Eliminate amounts per share excluded from FFO: | ||||||||||||
| Depreciation and amortization expense, including amounts from<br> consolidated properties, unconsolidated affiliates, non-real estate<br> assets and excluding amounts allocated to noncontrolling <br> interests | 1.50 | 2.00 | 4.96 | 6.96 | ||||||||
| Loss on impairment, net of taxes | — | — | — | 0.01 | ||||||||
| Gain on depreciable property | — | — | — | (0.02 | ) | |||||||
| FFO per diluted share | $ | 1.93 | $ | 1.55 | $ | 4.79 | $ | 3.78 | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| SUPPLEMENTAL FFO INFORMATION: | ||||||||||||
| Lease termination fees | $ | 127 | $ | 1,572 | $ | 2,081 | $ | 4,020 | ||||
| Straight-line rental income adjustment | $ | 2,053 | $ | 2,058 | $ | 5,408 | $ | 9,400 | ||||
| Gain on outparcel sales, net of taxes and noncontrolling interests' share | $ | 3,073 | $ | 3,561 | $ | 5,378 | $ | 3,580 | ||||
| Net amortization of acquired above- and below-market leases | $ | (4,665 | ) | $ | (5,438 | ) | $ | (15,110 | ) | $ | (16,487 | ) |
| Income tax provision | $ | (1,263 | ) | $ | (2,422 | ) | $ | (1,381 | ) | $ | (2,751 | ) |
| Abandoned projects expense | $ | — | $ | — | $ | (17 | ) | $ | (834 | ) | ||
| Interest capitalized | $ | 125 | $ | 156 | $ | 342 | $ | 531 | ||||
| Estimate of uncollectable revenues | $ | (2,692 | ) | $ | (368 | ) | $ | (4,194 | ) | $ | 3,850 | |
| As of September 30, | ||||||||||||
| 2023 | 2022 | |||||||||||
| Straight-line rent receivable | $ | 21,205 | $ | 12,343 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Same-center Net Operating Income
(Dollars in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income (loss) | $ | 12,875 | $ | (17,412 | ) | $ | (9,274 | ) | $ | (104,440 | ) | |
| Adjustments: | ||||||||||||
| Depreciation and amortization | 45,118 | 61,050 | 148,129 | 194,469 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 4,192 | 3,665 | 13,263 | 21,004 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (562 | ) | (829 | ) | (1,935 | ) | (2,666 | ) | ||||
| Interest expense | 42,891 | 37,652 | 130,588 | 183,428 | ||||||||
| Interest expense from unconsolidated affiliates | 18,058 | 25,297 | 54,114 | 65,454 | ||||||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,106 | ) | (2,688 | ) | (5,067 | ) | (7,783 | ) | ||||
| Abandoned projects expense | — | — | 17 | 834 | ||||||||
| Gain on sales of real estate assets, net of taxes and noncontrolling interests' share | (3,073 | ) | (3,528 | ) | (4,610 | ) | (3,547 | ) | ||||
| Gain on sales of real estate assets of unconsolidated affiliates | — | (33 | ) | (768 | ) | (662 | ) | |||||
| Adjustment for unconsolidated affiliates with negative investment | (3,659 | ) | (13,116 | ) | (1,180 | ) | (36,123 | ) | ||||
| Gain on deconsolidation | (19,728 | ) | — | (47,879 | ) | (36,250 | ) | |||||
| Loss on available-for-sale securities | — | 39 | — | 39 | ||||||||
| Loss on impairment, net of taxes | — | — | — | 186 | ||||||||
| Litigation settlement | (2,060 | ) | (36 | ) | (2,178 | ) | (182 | ) | ||||
| Reorganization items, net | — | (1,220 | ) | — | (262 | ) | ||||||
| Income tax provision | 1,263 | 2,422 | 1,381 | 2,751 | ||||||||
| Lease termination fees | (127 | ) | (1,572 | ) | (2,081 | ) | (4,020 | ) | ||||
| Straight-line rent and above- and below-market lease amortization | 2,612 | 3,380 | 9,702 | 7,087 | ||||||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 381 | 3,143 | 4,001 | 8,002 | ||||||||
| General and administrative expenses | 14,398 | 14,625 | 49,783 | 51,149 | ||||||||
| Management fees and non-property level revenues | (4,709 | ) | (683 | ) | (14,727 | ) | (1,732 | ) | ||||
| Operating Partnership's share of property NOI | 106,764 | 110,156 | 321,279 | 336,736 | ||||||||
| Non-comparable NOI | (315 | ) | (4,083 | ) | (2,233 | ) | (12,261 | ) | ||||
| Total same-center NOI (1) | $ | 106,449 | $ | 106,073 | $ | 319,046 | $ | 324,475 | ||||
| Total same-center NOI percentage change | 0.4 | % | (1.7 | )% |
(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 September 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 September 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 September 30, | Nine Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||
| Malls | $ | 72,878 | $ | 73,562 | $ | 218,575 | $ | 227,255 | ||
| Outlet centers | 5,125 | 4,956 | 15,539 | 14,486 | ||||||
| Lifestyle centers | 8,913 | 8,415 | 26,586 | 25,685 | ||||||
| Open-air centers | 14,034 | 13,534 | 41,596 | 39,793 | ||||||
| Outparcels and other | 5,499 | 5,606 | 16,750 | 17,256 | ||||||
| Total same-center NOI (1) | $ | 106,449 | $ | 106,073 | $ | 319,046 | $ | 324,475 | ||
| Percentage Change: | ||||||||||
| Malls | (0.9 | )% | (3.8 | )% | ||||||
| Outlet centers | 3.4 | % | 7.3 | % | ||||||
| Lifestyle centers | 5.9 | % | 3.5 | % | ||||||
| Open-air centers | 3.7 | % | 4.5 | % | ||||||
| Outparcels and other | (1.9 | )% | (2.9 | )% | ||||||
| Total same-center NOI (1) | 0.4 | % | (1.7 | )% |
(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 September 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 September 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 September 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 | $ | 925,963 | $ | 1,036,975 | $ | 1,962,938 | $ | (14,264 | ) | $ | (48,201 | ) | $ | 1,900,473 | ||||
| Noncontrolling interests' share of consolidated debt | (25,122 | ) | (13,072 | ) | (38,194 | ) | 274 | 4,192 | (33,728 | ) | ||||||||
| Company's share of unconsolidated affiliates' debt | 618,477 | 62,256 | 680,733 | (3,185 | ) | — | 677,548 | |||||||||||
| Other debt (2) | 69,783 | — | 69,783 | — | — | 69,783 | ||||||||||||
| Company's share of consolidated, unconsolidated and other debt | $ | 1,589,101 | $ | 1,086,159 | $ | 2,675,260 | $ | (17,175 | ) | $ | (44,009 | ) | $ | 2,614,076 | ||||
| Weighted-average interest rate | 5.18 | % | 8.40 | % | 6.49 | % | ||||||||||||
| As of September 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 | $ | 1,049,307 | $ | 1,074,839 | $ | 2,124,146 | $ | (16,621 | ) | $ | (90,821 | ) | $ | 2,016,704 | ||||
| Noncontrolling interests' share of consolidated debt | (32,594 | ) | (13,493 | ) | (46,087 | ) | 85 | 13,548 | (32,454 | ) | ||||||||
| Company's share of unconsolidated affiliates' debt | 624,670 | 73,356 | 698,026 | (2,294 | ) | — | 695,732 | |||||||||||
| Other debt (2) | 61,647 | — | 61,647 | — | — | 61,647 | ||||||||||||
| Company's share of consolidated, unconsolidated and other debt | $ | 1,703,030 | $ | 1,134,702 | $ | 2,837,732 | $ | (18,830 | ) | $ | (77,273 | ) | $ | 2,741,629 | ||||
| Weighted-average interest rate | 4.85 | % | 5.53 | % | 5.12 | % |
(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 | 585,476 | $ | 596,715 | ||
| Buildings and improvements | 1,208,266 | 1,198,597 | |||
| 1,793,742 | 1,795,312 | ||||
| Accumulated depreciation | (205,547 | ) | (136,901 | ) | |
| 1,588,195 | 1,658,411 | ||||
| Developments in progress | 6,555 | 5,576 | |||
| Net investment in real estate assets | 1,594,750 | 1,663,987 | |||
| Cash and cash equivalents | 34,509 | 44,718 | |||
| Restricted cash | 85,167 | 97,231 | |||
| Available-for-sale securities - at fair value (amortized cost of 258,507 and 293,476 as of September 30, 2023 and December 31, 2022, respectively) | 258,254 | 292,422 | |||
| Receivables: | |||||
| Tenant | 36,927 | 40,620 | |||
| Other | 3,786 | 3,876 | |||
| Investments in unconsolidated affiliates | 73,434 | 77,295 | |||
| In-place leases, net | 175,579 | 247,497 | |||
| Above market leases, net | 130,047 | 171,265 | |||
| Intangible lease assets and other assets | 43,898 | 39,332 | |||
| 2,436,351 | $ | 2,678,243 | |||
| LIABILITIES AND EQUITY | |||||
| Mortgage and other indebtedness, net | 1,900,473 | $ | 2,000,186 | ||
| Below market leases, net | 86,167 | 110,616 | |||
| Accounts payable and accrued liabilities | 120,741 | 200,312 | |||
| Total liabilities | 2,107,381 | 2,311,114 | |||
| Shareholders' equity: | |||||
| Common stock, .001 par value, 200,000,000 shares authorized, 32,014,631 and 31,780,075 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively (in each case, excluding 34 treasury shares) | 32 | 32 | |||
| Additional paid-in capital | 717,559 | 710,497 | |||
| Accumulated other comprehensive income (loss) | 957 | (1,054 | ) | ||
| Accumulated deficit | (380,258 | ) | (338,934 | ) | |
| Total shareholders' equity | 338,290 | 370,541 | |||
| Noncontrolling interests | (9,320 | ) | (3,412 | ) | |
| Total equity | 328,970 | 367,129 | |||
| 2,436,351 | $ | 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)
| September 30, <br>2023 | December 31, <br>2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS: | ||||||||||||
| Investment in real estate assets | $ | 1,999,133 | $ | 1,971,348 | ||||||||
| Accumulated depreciation | (872,045 | ) | (829,574 | ) | ||||||||
| 1,127,088 | 1,141,774 | |||||||||||
| Developments in progress | 18,552 | 10,914 | ||||||||||
| Net investment in real estate assets | 1,145,640 | 1,152,688 | ||||||||||
| Other assets | 201,415 | 170,756 | ||||||||||
| Total assets | $ | 1,347,055 | $ | 1,323,444 | ||||||||
| LIABILITIES: | ||||||||||||
| Mortgage and other indebtedness, net | $ | 1,366,133 | $ | 1,333,152 | ||||||||
| Other liabilities | 52,457 | 33,419 | ||||||||||
| Total liabilities | 1,418,590 | 1,366,571 | ||||||||||
| OWNERS' EQUITY (DEFICIT): | ||||||||||||
| The Company | 12,202 | 3,123 | ||||||||||
| Other investors | (83,737 | ) | (46,250 | ) | ||||||||
| Total owners' deficit | (71,535 | ) | (43,127 | ) | ||||||||
| Total liabilities and owners’ deficit | $ | 1,347,055 | $ | 1,323,444 | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Total revenues | $ | 62,354 | $ | 64,656 | $ | 185,830 | $ | 193,944 | ||||
| Depreciation and amortization | (17,181 | ) | (19,133 | ) | (51,433 | ) | (55,739 | ) | ||||
| Operating expenses | (20,904 | ) | (22,279 | ) | (59,695 | ) | (66,212 | ) | ||||
| Interest and other income | 504 | 335 | 1,651 | 1,000 | ||||||||
| Interest expense | (17,611 | ) | (16,594 | ) | (50,455 | ) | (36,239 | ) | ||||
| Gain on extinguishment of debt | — | 41,331 | — | 41,331 | ||||||||
| Gain on sales of real estate assets | — | — | 1,537 | 3,293 | ||||||||
| Net income | $ | 7,162 | $ | 48,316 | $ | 27,435 | $ | 81,378 | ||||
| Company's Share for the Period | Company's Share for the Period | |||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Total revenues | $ | 32,142 | $ | 32,323 | $ | 98,225 | $ | 96,973 | ||||
| Depreciation and amortization | (10,581 | ) | (13,318 | ) | (34,149 | ) | (41,912 | ) | ||||
| Operating expenses | (10,605 | ) | (11,039 | ) | (31,100 | ) | (31,659 | ) | ||||
| Interest and other income | 320 | 231 | 1,126 | 693 | ||||||||
| Interest expense | (18,058 | ) | (25,297 | ) | (54,114 | ) | (65,454 | ) | ||||
| Negative investment adjustment | 10,048 | 22,769 | 22,066 | 57,031 | ||||||||
| Loss on impairment | — | — | — | (26 | ) | |||||||
| Gain on sales of real estate assets | — | 33 | 768 | 662 | ||||||||
| Net income | $ | 3,266 | $ | 5,702 | $ | 2,822 | $ | 16,308 |
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 September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income (loss) | $ | 12,875 | $ | (17,412 | ) | $ | (9,274 | ) | $ | (104,440 | ) | |
| Depreciation and amortization | 45,118 | 61,050 | 148,129 | 194,469 | ||||||||
| Depreciation and amortization from unconsolidated affiliates | 4,192 | 3,665 | 13,263 | 21,004 | ||||||||
| Interest expense | 42,891 | 37,652 | 130,588 | 183,428 | ||||||||
| Interest expense from unconsolidated affiliates | 18,058 | 25,297 | 54,114 | 65,454 | ||||||||
| Income taxes | 1,304 | 2,290 | 1,485 | 2,892 | ||||||||
| Loss on impairment | — | — | — | 252 | ||||||||
| Gain on depreciable property from unconsolidated affiliates | — | — | — | (629 | ) | |||||||
| Gain on deconsolidation | (19,728 | ) | — | (47,879 | ) | (36,250 | ) | |||||
| EBITDAre (1) | 104,710 | 112,542 | 290,426 | 326,180 | ||||||||
| Loss on available-for-sale securities | — | 39 | — | 39 | ||||||||
| Reorganization items, net | — | (1,220 | ) | — | (262 | ) | ||||||
| Litigation settlement | (2,060 | ) | (36 | ) | (2,178 | ) | (182 | ) | ||||
| Abandoned projects expense | — | — | 17 | 834 | ||||||||
| Adjustment for unconsolidated affiliates with negative investment | (3,659 | ) | (13,116 | ) | (1,180 | ) | (36,123 | ) | ||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | 381 | 3,143 | 4,001 | 8,002 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | (562 | ) | (829 | ) | (1,935 | ) | (2,666 | ) | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | (1,106 | ) | (2,688 | ) | (5,067 | ) | (7,783 | ) | ||||
| Company's share of Adjusted EBITDAre | $ | 97,704 | $ | 97,835 | $ | 284,084 | $ | 288,039 |
(1) Includes $3,073 and $3,561 for the three months ended September 30, 2023 and 2022, respectively, related to sales of non-depreciable real estate assets. Includes $5,369 and $3,580 for the nine months ended September 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 September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Interest Expense: | ||||||||||||
| Interest expense | $ | 42,891 | $ | 37,652 | $ | 130,588 | $ | 183,428 | ||||
| Interest expense from unconsolidated affiliates | 18,058 | 25,297 | 54,114 | 65,454 | ||||||||
| Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share | (14,689 | ) | (25,425 | ) | (47,879 | ) | (153,924 | ) | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries, excluding noncontrolling interests' share of debt discount accretion | (619 | ) | (813 | ) | (1,811 | ) | (2,230 | ) | ||||
| Company's share of interest expense | $ | 45,641 | $ | 36,711 | $ | 135,012 | $ | 92,728 | ||||
| Ratio of Adjusted EBITDAre to Interest Expense | 2.1 | x | 2.7 | x | 2.1 | x | 3.1 | x | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Company's share of Adjusted EBITDAre | $ | 97,704 | $ | 97,835 | $ | 284,084 | $ | 288,039 | ||||
| Interest expense | (42,891 | ) | (37,652 | ) | (130,588 | ) | (183,428 | ) | ||||
| Noncontrolling interests' share of interest expense in other consolidated subsidiaries | 1,106 | 2,688 | 5,067 | 7,783 | ||||||||
| Reorganization items, net | — | 1,220 | — | 262 | ||||||||
| Income taxes | (1,304 | ) | (2,290 | ) | (1,485 | ) | (2,892 | ) | ||||
| Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts | 4,479 | 10,746 | 19,809 | 109,669 | ||||||||
| Net amortization of intangible lease assets and liabilities | 5,042 | 5,455 | 15,757 | 16,533 | ||||||||
| Depreciation and interest expense from unconsolidated affiliates | (22,250 | ) | (28,962 | ) | (67,377 | ) | (86,458 | ) | ||||
| Gain on depreciable property from unconsolidated affiliates | — | — | — | 629 | ||||||||
| Adjustment for unconsolidated affiliates with negative investment | 3,659 | 13,116 | 1,180 | 36,123 | ||||||||
| Litigation settlement | 2,060 | 36 | 2,178 | 182 | ||||||||
| Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries | 562 | 829 | 1,935 | 2,666 | ||||||||
| Net loss attributable to noncontrolling interests in other consolidated subsidiaries | (381 | ) | (3,143 | ) | (4,001 | ) | (8,002 | ) | ||||
| Gain on outparcel sales | (3,414 | ) | (3,528 | ) | (4,896 | ) | (3,547 | ) | ||||
| Gain on insurance proceeds | 46 | (2 | ) | (3 | ) | (805 | ) | |||||
| Equity in earnings of unconsolidated affiliates | (3,266 | ) | (5,702 | ) | (2,822 | ) | (16,308 | ) | ||||
| Distributions of earnings from unconsolidated affiliates | 3,183 | 5,602 | 9,733 | 18,185 | ||||||||
| Share-based compensation expense | 3,245 | 2,855 | 9,704 | 8,416 | ||||||||
| Change in estimate of uncollectable revenues | 2,419 | (944 | ) | 3,870 | (3,643 | ) | ||||||
| Change in deferred tax assets | (809 | ) | 358 | (1,648 | ) | (976 | ) | |||||
| Changes in operating assets and liabilities | 729 | 7,214 | (6,342 | ) | (28,608 | ) | ||||||
| Cash flows provided by operating activities | $ | 49,919 | $ | 65,731 | $ | 134,155 | $ | 153,820 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Components of Consolidated Rental Revenues
The Company believes the following summary is useful to users of its consolidated financial statements because it provides more detail regarding the components of rental revenues in the consolidated financial statements and trends in these components for the periods shown.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||
| Minimum rents | $ | 95,807 | $ | 98,039 | $ | 284,737 | $ | 293,367 | ||
| Percentage rents | 3,071 | 3,404 | 9,518 | 12,497 | ||||||
| Other rents | 1,755 | 1,742 | 5,205 | 5,700 | ||||||
| Tenant reimbursements | 26,741 | 27,911 | 84,012 | 83,780 | ||||||
| Estimate of uncollectable amounts | (2,591 | ) | 546 | (3,523 | ) | 3,462 | ||||
| Total rental revenues | $ | 124,783 | $ | 131,642 | $ | 379,949 | $ | 398,806 |
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
Schedule of Mortgage and Other Indebtedness (Dollars in thousands)
| Property | Location | Non-<br>controlling<br>Interest % | Original<br>Maturity<br>Date | Optional<br>Extended<br>Maturity<br>Date | Interest<br>Rate | Balance as of September 30, 2023 | Balance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed | Variable | ||||||||||||||||||
| Operating Properties: | |||||||||||||||||||
| Brookfield Square Anchor Redevelopment (1) | Brookfield, WI | Dec-23 | Dec-24 | 8.23 | % | $ | 17,565 | $ | — | $ | 17,565 | ||||||||
| Volusia Mall (2) | Daytona Beach, FL | May-24 | 4.56 | % | 38,880 | 38,880 | — | ||||||||||||
| Fayette Mall (3) | Lexington, KY | May-24 | May-26 | 4.25 | % | 121,402 | 121,402 | — | |||||||||||
| The Outlet Shoppes at Laredo (4) | Laredo, TX | Jun-24 | 8.58 | % | 37,350 | — | 37,350 | ||||||||||||
| Cross Creek Mall | Fayetteville, NC | Jun-25 | 8.19 | % | 93,582 | 93,582 | — | ||||||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | Oct-25 | 4.80 | % | 20,729 | 20,729 | — | ||||||||||||
| Parkdale Mall & Crossing | Beaumont, TX | Mar-26 | 5.85 | % | 59,166 | 59,166 | — | ||||||||||||
| Northwoods Mall | North Charleston, SC | Apr-26 | 5.08 | % | 54,666 | 54,666 | — | ||||||||||||
| Arbor Place | Atlanta (Douglasville), GA | May-26 | 5.10 | % | 94,274 | 94,274 | — | ||||||||||||
| Hamilton Place | Chattanooga, TN | Jun-26 | 4.36 | % | 92,246 | 92,246 | — | ||||||||||||
| Jefferson Mall | Louisville, KY | Jun-26 | 4.75 | % | 54,141 | 54,141 | — | ||||||||||||
| Southpark Mall | Colonial Heights, VA | Jun-26 | 4.85 | % | 52,462 | 52,462 | — | ||||||||||||
| Open-air centers and outparcels loan (5) | Jun-27 | Jun-29 | 8.19 | % | 358,830 | 179,415 | 179,415 | ||||||||||||
| Hamilton Place open-air centers loan | Jun-32 | 5.85 | % | 65,000 | 65,000 | — | |||||||||||||
| Total Loans On Operating Properties | 1,160,293 | 925,963 | 234,330 | ||||||||||||||||
| Weighted-average interest rate | 6.34 | % | 5.62 | % | 9.20 | % | |||||||||||||
| Corporate Debt: | |||||||||||||||||||
| Secured term loan (6) | Nov-25 | Nov-26/Nov-27 | 8.19 | % | 802,645 | — | 802,645 | ||||||||||||
| Total Consolidated Debt | $ | 1,962,938 | (7) | $ | 925,963 | $ | 1,036,975 | ||||||||||||
| Weighted-average interest rate | 7.10 | % | 5.62 | % | 8.42 | % | |||||||||||||
| Plus CBL's Share Of Unconsolidated Affiliates' Debt: | |||||||||||||||||||
| The Outlet Shoppes at Atlanta (8) | Woodstock, GA | Nov-23 | 4.90 | % | $ | 32,597 | $ | 32,597 | $ | — | |||||||||
| The Outlet Shoppes at Atlanta - Phase II (8) | Woodstock, GA | Nov-23 | 7.83 | % | 4,337 | — | 4,337 | ||||||||||||
| Coastal Grand Mall | Myrtle Beach, SC | Aug-24 | 4.09 | % | 48,879 | 48,879 | — | ||||||||||||
| Coastal Grand Mall Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 2,359 | 2,359 | — | ||||||||||||
| Coastal Grand Mall - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 3,388 | 3,388 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 7.88 | % | 8,130 | — | 8,130 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 41,322 | 41,322 | — | ||||||||||||
| West County Center | Des Peres, MO | Dec-24 | Dec-26 | 3.40 | % | 76,764 | 76,764 | — | |||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 8.08 | % | 17,874 | — | 17,874 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 8.08 | % | 5,648 | — | 5,648 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 8.08 | % | 23,874 | — | 23,874 | |||||||||||
| 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 | % | 129,238 | 129,238 | — | ||||||||||||
| Northgate Mall Developments | Chattanooga, TN | Nov-25 | 8.25 | % | 2,393 | — | 2,393 | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 38,043 | 38,043 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 70,512 | 70,512 | — | ||||||||||||
| Friendly Center | Greensboro, NC | May-28 | 6.44 | % | 73,610 | 73,610 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 34,543 | 34,543 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-29 | 4.35 | % | 26,842 | 26,842 | — | ||||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | May-32 | 5.40 | % | 19,631 | 19,631 | — | ||||||||||||
| SUBTOTAL | 680,733 | (7) | 618,477 | 62,256 | |||||||||||||||
| Property | Location | Non-<br>controlling<br>Interest % | Original<br>Maturity<br>Date | Optional<br>Extended<br>Maturity<br>Date | Interest<br>Rate | Balance as of September 30, 2023 | Balance | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed | Variable | ||||||||||||||||||
| Plus Other Debt: | |||||||||||||||||||
| Alamance Crossing (9) | Burlington, NC | Jul-21 | 5.83 | % | 41,122 | 41,122 | — | ||||||||||||
| WestGate Mall (9) | Spartanburg, SC | Jul-22 | 4.99 | % | 28,661 | 28,661 | — | ||||||||||||
| 69,783 | 69,783 | — | |||||||||||||||||
| Less Noncontrolling Interests' Share Of Consolidated Debt: | |||||||||||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | 35 | % | Jun-24 | 8.58 | % | (13,072 | ) | — | (13,072 | ) | ||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | 50 | % | Oct-25 | 4.80 | % | (10,364 | ) | (10,364 | ) | — | ||||||||
| Hamilton Place | Chattanooga, TN | 10 | % | Jun-26 | 4.36 | % | (9,225 | ) | (9,225 | ) | — | ||||||||
| Hamilton Place open-air centers loan | 8% - 10% | Jun-32 | 5.85 | % | (5,533 | ) | (5,533 | ) | — | ||||||||||
| (38,194 | ) | (7) | (25,122 | ) | (13,072 | ) | |||||||||||||
| Company's Share Of Consolidated, Unconsolidated and Other Debt (10) | $ | 2,675,260 | (7) | $ | 1,589,101 | $ | 1,086,159 | ||||||||||||
| Weighted-average interest rate | 6.49 | % | 5.18 | % | 8.40 | % | |||||||||||||
| Total Debt of Unconsolidated Affiliates: | |||||||||||||||||||
| The Outlet Shoppes at Atlanta (8) | Woodstock, GA | Nov-23 | 4.90 | % | $ | 65,194 | $ | 65,194 | $ | — | |||||||||
| The Outlet Shoppes at Atlanta - Phase II (8) | Woodstock, GA | Nov-23 | 7.83 | % | 4,337 | — | 4,337 | ||||||||||||
| Coastal Grand Mall | Myrtle Beach, SC | Aug-24 | 4.09 | % | 97,757 | 97,757 | — | ||||||||||||
| Coastal Grand Mall Outparcel | Myrtle Beach, SC | Aug-24 | 4.09 | % | 4,717 | 4,717 | — | ||||||||||||
| Coastal Grand Mall - Dick's Sporting Goods | Myrtle Beach, SC | Nov-24 | 5.05 | % | 6,775 | 6,775 | — | ||||||||||||
| Hamilton Place Aloft Hotel | Chattanooga, TN | Nov-24 | 7.88 | % | 16,260 | — | 16,260 | ||||||||||||
| The Outlet Shoppes of the Bluegrass | Simpsonville, KY | Dec-24 | 4.05 | % | 63,573 | 63,573 | — | ||||||||||||
| West County Center | Des Peres, MO | Dec-24 | Dec-26 | 3.40 | % | 153,528 | 153,528 | — | |||||||||||
| Hammock Landing - Phase I | West Melbourne, FL | Feb-25 | Feb-26 | 8.08 | % | 35,748 | — | 35,748 | |||||||||||
| Hammock Landing - Phase II | West Melbourne, FL | Feb-25 | Feb-26 | 8.08 | % | 11,295 | — | 11,295 | |||||||||||
| The Pavilion at Port Orange | Port Orange, FL | Feb-25 | Feb-26 | 8.08 | % | 47,748 | — | 47,748 | |||||||||||
| 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 | % | 258,476 | 258,476 | — | ||||||||||||
| Northgate Mall Developments | Chattanooga, TN | Nov-25 | 8.25 | % | 4,787 | — | 4,787 | ||||||||||||
| Fremaux Town Center | Slidell, LA | Jun-26 | 3.70 | % | 58,528 | 58,528 | — | ||||||||||||
| CoolSprings Galleria | Nashville, TN | May-28 | 4.84 | % | 141,023 | 141,023 | — | ||||||||||||
| Friendly Center | Greensboro, NC | May-28 | 6.44 | % | 147,220 | 147,220 | — | ||||||||||||
| The Outlet Shoppes at El Paso | El Paso, TX | Oct-28 | 5.10 | % | 69,085 | 69,085 | — | ||||||||||||
| Ambassador Town Center | Lafayette, LA | Jun-29 | 4.35 | % | 41,296 | 41,296 | — | ||||||||||||
| The Shoppes at Eagle Point | Cookeville, TN | May-32 | 5.40 | % | 39,262 | 39,262 | — | ||||||||||||
| $ | 1,302,358 | $ | 1,182,183 | $ | 120,175 | ||||||||||||||
| Weighted-average interest rate | 4.83 | % | 4.51 | % | 8.05 | % |
(1) Subsequent to September 30, 2023, the Company exercised the one-year extension option.
(2) Subsequent to September 30, 2023, the Company closed on a modification and extension of the loan. Escrow balances will be applied to pay down the principal balance by $1,682 and the loan will be extended to May 2026.
(3) The loan has two one-year extension options for a fully extended maturity date of May 1, 2026.
(4) Subsequent to September 30, 2023, the Company and its joint venture partner closed an extension and modification of the loan. The new principal balance is $33,980 with the interest rate remaining unchanged. An additional one year extension option has been added for a fully extended maturity date of June 2025.
(5) The interest rate is a fixed 6.95% for half of the outstanding loan balance, 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%.
(6) Subsequent to September 30, 2023, the Company's limited guaranty has been eliminated and the loan is fully non-recourse.
(7) See page 11 for debt discounts and unamortized deferred financing costs.
(8) Subsequent to September 30, 2023, the joint venture entered into a new $79,330, ten-year, non-recourse loan secured by the property. The new loan bears a fixed interest rate of 7.85%. Proceeds from the new loan were utilized to retire the previous loan.
(9) The loan is in default and the property was placed into receivership. The Company anticipates returning the property to the lender.
(10) As of September 30, 2023, CBL owns interests in 10 assets (8 malls and 2 outlet centers) with a pro rata share debt balance of $594,232 which have 100% of the cash flows from such properties restricted under the terms of the respective loan agreements. Of this amount, $559,590 of pro rata debt relates to malls and $34,642 relates to outlet centers. These loans are non-recourse to CBL. The restricted cash can only be used to pay the respective property’s real estate and insurance costs, debt service, operating expenses, and fund escrow accounts for capital expenditures and tenant allowances. Additionally, CBL receives management fees from the property cash flows. For the nine months ended September 30, 2023, CBL’s pro rata share of NOI was $319,046, of which NOI from cash trapped properties made up $47,325, with $44,880 relating to malls and $2,445 relating to outlet centers. For the year ended December 31, 2022, CBL’s pro rata share of NOI was $443,359, of which NOI from cash trapped properties made up $67,647, with $63,993 relating to malls and $3,654 relating to outlet centers.
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 | 1.54 | % | 5.83 | % | |||
| 2022 | — | — | 28,661 | — | 28,661 | 1.07 | % | 4.99 | % | ||||||||
| 2023 | — | 36,934 | — | — | 36,934 | 1.38 | % | 5.24 | % | ||||||||
| 2024 | 93,795 | 104,078 | — | (13,072 | ) | 184,801 | 6.91 | % | 5.36 | % | |||||||
| 2025 | 114,311 | 152,380 | — | (10,364 | ) | 256,327 | 9.58 | % | 5.61 | % | |||||||
| 2026 | 528,357 | 162,203 | — | (9,225 | ) | 681,335 | 25.47 | % | 4.81 | % | |||||||
| 2027 | 802,645 | — | — | — | 802,645 | 30.00 | % | 8.19 | % | ||||||||
| 2028 | — | 178,665 | — | — | 178,665 | 6.68 | % | 5.55 | % | ||||||||
| 2029 | 358,830 | 26,842 | — | — | 385,672 | 14.42 | % | 7.92 | % | ||||||||
| 2032 | 65,000 | 19,631 | — | (5,533 | ) | 79,098 | 2.96 | % | 5.74 | % | |||||||
| Face Amount of Debt | $ | 1,962,938 | $ | 680,733 | $ | 69,783 | $ | (38,194 | ) | $ | 2,675,260 | 100.00 | % | 6.49 | % | ||
| 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 | 1.54 | % | 5.83 | % | |||
| 2022 | — | — | 28,661 | — | 28,661 | 1.07 | % | 4.99 | % | ||||||||
| 2023 | 17,565 | 36,934 | — | — | 54,499 | 2.04 | % | 6.21 | % | ||||||||
| 2024 | 197,632 | 180,842 | — | (13,072 | ) | 365,402 | 13.66 | % | 4.44 | % | |||||||
| 2025 | 916,956 | 199,776 | — | (10,364 | ) | 1,106,368 | 41.36 | % | 7.59 | % | |||||||
| 2026 | 406,955 | 38,043 | — | (9,225 | ) | 435,773 | 16.29 | % | 4.86 | % | |||||||
| 2027 | 358,830 | — | — | — | 358,830 | 13.41 | % | 8.19 | % | ||||||||
| 2028 | — | 178,665 | — | — | 178,665 | 6.68 | % | 5.55 | % | ||||||||
| 2029 | — | 26,842 | — | — | 26,842 | 1.00 | % | 4.35 | % | ||||||||
| 2032 | 65,000 | 19,631 | — | (5,533 | ) | 79,098 | 2.96 | % | 5.74 | % | |||||||
| Face Amount of Debt | $ | 1,962,938 | $ | 680,733 | $ | 69,783 | $ | (38,194 | ) | $ | 2,675,260 | 100.00 | % | 6.49 | % |
(1) During the nine months ended September 30, 2023, the Company deconsolidated Alamance Crossing East and WestGate Mall due to a loss of control when the respective 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 September 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 September 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) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2023 | September 30, 2022 | September 30, 2023 | September 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 Mall | 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 | ||||||||||
| West Towne Mall | Madison, WI | ||||||||||
| Westmoreland Mall | Greensburg, PA | ||||||||||
| Total Malls | $ | 378 | $ | 404 | 92.0 | % | 90.4 | % | |||
| Lifestyle Centers: | |||||||||||
| Mayfaire Town Center | Wilmington, NC | ||||||||||
| Pearland Town Center | Pearland, TX | ||||||||||
| Southaven Towne Center | Southaven, MS | ||||||||||
| Total Lifestyle Centers | $ | 388 | $ | 421 | 92.2 | % | 92.0 | % | |||
| 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 | 97.1 | % | 98.7 | % | |||||
| Other | N/A | N/A | 90.8 | % | 100.0 | % | |||||
| Total Term Loan Assets (HoldCo I) | $ | 380 | $ | 407 | 92.4 | % | 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 | ||||||||||
| Valley View Mall | Roanoke, VA | ||||||||||
| York Galleria | York, PA | ||||||||||
| Total Malls | $ | 320 | $ | 355 | 82.3 | % | 79.7 | % | |||
| Open-Air Centers: | |||||||||||
| Annex at Monroeville | Pittsburgh, PA | ||||||||||
| The Promenade | D'Iberville, MS | ||||||||||
| N/A | N/A | 100.0 | % | 98.7 | % | ||||||
| Outparcels and Other | N/A | N/A | 76.8 | % | 73.5 | % | |||||
| Total Consolidated Unencumbered | $ | 320 | $ | 355 | 84.3 | % | 81.7 | % | |||
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended (1) | In-Line Occupancy (2) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, 2023 | September 30, 2022 | September 30, 2023 | September 30, 2022 | ||||||||
| JOINT VENTURE ASSETS | |||||||||||
| Malls: | |||||||||||
| Coastal Grand Mall | 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 | $ | 551 | $ | 553 | 90.5 | % | 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 | $ | 501 | $ | 502 | 94.5 | % | 93.3 | % | |||
| Lifestyle Centers: | |||||||||||
| Friendly Center and The Shops at Friendly | Greensboro, NC | $ | 594 | $ | 583 | 92.6 | % | 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 | 91.7 | % | 95.7 | % | |||||
| Total Joint Venture Assets | $ | 540 | $ | 540 | 91.9 | % | 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 | $ | 427 | $ | 459 | 94.0 | % | 93.2 | % | |||
| Outlet Centers: | |||||||||||
| The Outlet Shoppes at Gettysburg | Gettysburg, PA | ||||||||||
| The Outlet Shoppes at Laredo | Laredo, TX | ||||||||||
| Total Outlet Centers | $ | 277 | $ | 258 | 81.6 | % | 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 | ||||||||||
| Property | Location | Sales Per Square Foot for the Trailing Twelve Months Ended (1) | In-Line Occupancy (2) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, 2023 | September 30, 2022 | September 30, 2023 | September 30, 2022 | ||||||||
| 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 | 96.5 | % | 94.7 | % | |||||
| Outparcels | N/A | N/A | 96.1 | % | 92.1 | % | |||||
| Total Consolidated Encumbered Assets | $ | 404 | $ | 426 | 93.6 | % | 91.5 | % | |||
| Total Same-Center Portfolio | $ | 420 | $ | 440 | 90.8 | % | 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 - Nine Months Ended September 30, 2023 at CBL Share | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | |||||||||||||||||||||
| NOI | Capital<br>Expenditures | Redevelopment | Unleveraged<br>Cash Flow | Interest Expense | Non-Cash<br>Interest Expense (1) | Amortization | Cash Flow | ||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | |||||||||||||||||||||
| Malls | $ | 80,521 | $ | (5,843 | ) | $ | (1,193 | ) | $ | 73,485 | $ | - | $ | - | $ | - | $ | 73,485 | |||
| Lifestyle Centers | 16,195 | (1,965 | ) | - | 14,230 | - | - | - | 14,230 | ||||||||||||
| Open-Air Centers | 2,523 | (36 | ) | - | 2,487 | - | - | - | 2,487 | ||||||||||||
| Other | 643 | - | - | 643 | - | - | - | 643 | |||||||||||||
| Term Loan Debt Service | - | - | - | - | (47,720 | ) | - | (26,807 | ) | (74,527 | ) | ||||||||||
| Total Term Loan Assets (HoldCo I) | 99,882 | (7,844 | ) | (1,193 | ) | 90,845 | (47,720 | ) | - | (26,807 | ) | 16,318 | |||||||||
| CONSOLIDATED UNENCUMBERED | |||||||||||||||||||||
| Malls | 39,377 | (4,698 | ) | - | 34,679 | - | - | - | 34,679 | ||||||||||||
| Open-Air Centers | 6,143 | (297 | ) | - | 5,846 | - | - | - | 5,846 | ||||||||||||
| Outparcels | 226 | (14 | ) | - | 212 | - | - | - | 212 | ||||||||||||
| Other | 1,476 | (1,117 | ) | - | 359 | - | - | - | 359 | ||||||||||||
| Total Consolidated Unencumbered | 47,222 | (6,126 | ) | - | 41,096 | - | - | - | 41,096 | ||||||||||||
| JOINT VENTURE ASSETS | |||||||||||||||||||||
| Malls | 30,688 | (3,148 | ) | - | 27,540 | (10,522 | ) | - | (8,432 | ) | 8,586 | ||||||||||
| Outlet Centers | 13,115 | (958 | ) | - | 12,157 | (4,209 | ) | - | (2,233 | ) | 5,715 | ||||||||||
| Lifestyle Centers | 8,948 | (1,194 | ) | - | 7,754 | (3,120 | ) | - | (690 | ) | 3,944 | ||||||||||
| Open-Air Centers | 14,245 | (820 | ) | (1,670 | ) | 11,755 | (9,393 | ) | - | (4,834 | ) | (2,472 | ) | ||||||||
| Other | 461 | (16 | ) | - | 445 | (462 | ) | - | (135 | ) | (152 | ) | |||||||||
| Total Joint Venture Assets | 67,457 | (6,136 | ) | (1,670 | ) | 59,651 | (27,706 | ) | - | (16,324 | ) | 15,621 | |||||||||
| CONSOLIDATED ENCUMBERED ASSETS | |||||||||||||||||||||
| Malls | 67,989 | (6,398 | ) | - | 61,591 | (43,687 | ) | 16,521 | (26,922 | ) | 7,503 | ||||||||||
| Outlet Centers | 2,424 | (224 | ) | - | 2,200 | (6,267 | ) | 4,311 | (708 | ) | (464 | ) | |||||||||
| Lifestyle Centers | 1,443 | - | - | 1,443 | (1,187 | ) | - | - | 256 | ||||||||||||
| Open-Air Centers | 18,685 | (1,770 | ) | (127 | ) | 16,788 | (12,206 | ) | - | - | 4,582 | ||||||||||
| Outparcels | 13,944 | (289 | ) | (2,686 | ) | 10,969 | (12,359 | ) | - | - | (1,390 | ) | |||||||||
| Total Consolidated Encumbered Assets | 104,485 | (8,681 | ) | (2,813 | ) | 92,991 | (75,706 | ) | 20,832 | (27,630 | ) | 10,487 | |||||||||
| Total Same-Center | $ | 319,046 | $ | (28,787 | ) | $ | (5,676 | ) | $ | 284,583 | $ | (151,132 | ) | $ | 20,832 | $ | (70,761 | ) | $ | 83,522 |
(1) Non-cash interest expense consists of the accretion of debt discounts.
CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
| Operating Metrics - Nine Months Ended September 30, 2022 at CBL Share | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | ||||||||||||||||||||||
| NOI | Capital<br>Expenditures | Redevelopment | Unleveraged<br>Cash Flow | Interest Expense | Non-Cash<br>Interest Expense (1) | Amortization | Cash Flow | |||||||||||||||
| TERM LOAN ASSETS (HOLDCO I) | ||||||||||||||||||||||
| Malls | $ | 83,124 | $ | (7,340 | ) | $ | - | $ | 75,784 | $ | - | $ | - | $ | - | $ | 75,784 | |||||
| Lifestyle Centers | 15,298 | (1,632 | ) | - | 13,666 | - | - | - | 13,666 | |||||||||||||
| Open-Air Centers | 3,024 | (75 | ) | - | 2,949 | - | - | - | 2,949 | |||||||||||||
| Other | 840 | (16 | ) | - | 824 | 824 | ||||||||||||||||
| Term Loan Debt Service | - | - | - | - | (27,060 | ) | - | (42,268 | ) | (69,328 | ) | |||||||||||
| Total Term Loan Assets (HoldCo I) | 102,286 | (9,063 | ) | - | 93,223 | (27,060 | ) | - | (42,268 | ) | 23,895 | |||||||||||
| CONSOLIDATED UNENCUMBERED | ||||||||||||||||||||||
| Malls | 46,668 | (4,805 | ) | (1,891 | ) | 39,972 | - | - | - | 39,972 | ||||||||||||
| Open-Air Centers | 5,563 | (266 | ) | - | 5,297 | - | - | - | 5,297 | |||||||||||||
| Outparcels | 437 | - | - | 437 | - | - | - | 437 | ||||||||||||||
| Other | 1,688 | (265 | ) | - | 1,423 | (426 | ) | 135 | (342 | ) | 790 | |||||||||||
| Total Consolidated Unencumbered | 54,356 | (5,336 | ) | (1,891 | ) | 47,129 | (426 | ) | 135 | (342 | ) | 46,496 | ||||||||||
| JOINT VENTURE ASSETS | ||||||||||||||||||||||
| Malls | 29,478 | (1,758 | ) | - | 27,720 | (8,757 | ) | (1,827 | ) | (3,787 | ) | 13,349 | ||||||||||
| Outlet Centers | 11,792 | (526 | ) | - | 11,266 | (1,102 | ) | (3,259 | ) | (2,545 | ) | 4,360 | ||||||||||
| Lifestyle Centers | 9,009 | (342 | ) | - | 8,667 | (1,912 | ) | - | (876 | ) | 5,879 | |||||||||||
| Open-Air Centers | 13,862 | (972 | ) | (972 | ) | 11,918 | (2,466 | ) | (2,525 | ) | (5,109 | ) | 1,818 | |||||||||
| Other | 506 | - | - | 506 | (207 | ) | - | (90 | ) | 209 | ||||||||||||
| Total Joint Venture Assets | 64,647 | (3,598 | ) | (972 | ) | 60,077 | (14,444 | ) | (7,611 | ) | (12,407 | ) | 25,615 | |||||||||
| CONSOLIDATED ENCUMBERED ASSETS | ||||||||||||||||||||||
| Malls | 67,985 | (3,979 | ) | - | 64,006 | (92,868 | ) | 66,192 | (34,444 | ) | 2,886 | |||||||||||
| Outlet Centers | 2,694 | (245 | ) | - | 2,449 | (9,609 | ) | 8,147 | (883 | ) | 104 | |||||||||||
| Lifestyle Centers | 1,378 | - | - | 1,378 | (417 | ) | - | - | 961 | |||||||||||||
| Open-Air Centers | 17,344 | (534 | ) | (416 | ) | 16,394 | (4,807 | ) | - | (80 | ) | 11,507 | ||||||||||
| Outparcels | 13,785 | (149 | ) | (2,380 | ) | 11,256 | (4,262 | ) | - | - | 6,994 | |||||||||||
| Total Consolidated Encumbered Assets | 103,186 | (4,907 | ) | (2,796 | ) | 95,483 | (111,963 | ) | 74,339 | (35,407 | ) | 22,452 | ||||||||||
| Secured Note Debt Service | - | - | - | - | (17,721 | ) | 788 | - | (16,933 | ) | ||||||||||||
| Total Same-Center | $ | 324,475 | $ | (22,904 | ) | $ | (5,659 | ) | $ | 295,912 | $ | (171,614 | ) | $ | 67,651 | $ | (90,424 | ) | $ | 101,525 |
(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) | ||||||||||||
| September 30, <br>2023 | December 31, <br>2022 | |||||||||||
| ASSETS | ||||||||||||
| Real estate assets: | ||||||||||||
| Land | $ | 174,157 | $ | 174,157 | ||||||||
| Buildings and improvements | 407,434 | 401,453 | ||||||||||
| 581,591 | 575,610 | |||||||||||
| Accumulated depreciation | (76,939 | ) | (51,134 | ) | ||||||||
| 504,652 | 524,476 | |||||||||||
| Developments in progress | 1,112 | 880 | ||||||||||
| Net investment in real estate assets | 505,764 | 525,356 | ||||||||||
| Cash | 22,535 | 39,105 | ||||||||||
| Receivables: | ||||||||||||
| Tenant | 14,645 | 15,797 | ||||||||||
| Other | 5,220 | 4,638 | ||||||||||
| In-place leases, net | 60,414 | 85,840 | ||||||||||
| Above market leases, net | 42,129 | 55,810 | ||||||||||
| Other assets | 7,371 | 5,211 | ||||||||||
| $ | 658,078 | $ | 731,757 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Senior secured term loan, net of deferred financing costs | $ | 802,013 | $ | 828,521 | ||||||||
| Below market leases, net | 26,483 | 36,553 | ||||||||||
| Accounts payable and accrued liabilities | 39,021 | 43,061 | ||||||||||
| Total liabilities | 867,517 | 908,135 | ||||||||||
| Owner's deficit | (209,439 | ) | (176,378 | ) | ||||||||
| $ | 658,078 | $ | 731,757 | |||||||||
| CBL & Associates HoldCo I, LLC - Consolidated Income Statement | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (unaudited, in thousands) | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues: | ||||||||||||
| Rental revenues | $ | 49,520 | $ | 49,624 | $ | 148,625 | $ | 149,616 | ||||
| Other | 823 | 1,013 | 3,315 | 3,396 | ||||||||
| Total revenues | 50,343 | 50,637 | 151,940 | 153,012 | ||||||||
| Expenses: | ||||||||||||
| Property operating | (8,195 | ) | (8,397 | ) | (25,413 | ) | (24,182 | ) | ||||
| Depreciation and amortization | (17,462 | ) | (22,538 | ) | (56,648 | ) | (71,281 | ) | ||||
| Real estate taxes | (4,537 | ) | (4,878 | ) | (14,653 | ) | (14,539 | ) | ||||
| Maintenance and repairs | (3,379 | ) | (4,208 | ) | (11,997 | ) | (12,009 | ) | ||||
| Management fees | (2,250 | ) | (2,250 | ) | (6,750 | ) | (6,750 | ) | ||||
| Total expenses | (35,823 | ) | (42,271 | ) | (115,461 | ) | (128,761 | ) | ||||
| Other income (expenses): | ||||||||||||
| Other income | 6 | 12 | 215 | 845 | ||||||||
| Interest expense | (16,857 | ) | (10,791 | ) | (48,027 | ) | (27,284 | ) | ||||
| Total other expenses | (16,851 | ) | (10,779 | ) | (47,812 | ) | (26,439 | ) | ||||
| Net loss | $ | (2,331 | ) | $ | (2,413 | ) | $ | (11,333 | ) | $ | (2,188 | ) |
| Modified Cash NOI (1) | $ | 33,432 | $ | 33,589 | $ | 100,654 | $ | 132,803 | ||||
| Interest Coverage Ratio (2) | 2.3x | 4.1x |
(1) Modified Cash NOI is calculated in accordance with the terms of the exit credit agreement and is not comparable to the Company’s definition of NOI, presented on page 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. The Interest Coverage Ratio for the period ended September 30, 2023 represents actual trailing four-quarter Modified Cash NOI divided by actual trailing four-quarter Facility Interest Expense. The Interest Coverage Ratio for the period ended September 30, 2022 represents actual Modified Cash NOI for the period divided by actual Facility Interest Expense for the period.
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 September 30, 2023: | ||||||||||||||
| All Property Types (2) | 691,476 | $ | 44.46 | 42.22 | (5.0 | )% | $ | 42.69 | (4.0 | )% | ||||
| Malls, Lifestyle Centers & Outlet Centers | 639,399 | 46.17 | 43.59 | (5.6 | )% | 44.04 | (4.6 | )% | ||||||
| New leases | 31,030 | 54.53 | 65.41 | 20.0 | % | 69.18 | 26.9 | % | ||||||
| Renewal leases | 608,369 | 45.74 | 42.48 | (7.1 | )% | 42.76 | (6.5 | )% | ||||||
| Nine Months Ended September 30, 2023: | ||||||||||||||
| All Property Types (2) | 1,839,287 | $ | 38.72 | 38.55 | (0.4 | )% | $ | 39.17 | 1.2 | % | ||||
| Malls, Lifestyle Centers & Outlet Centers | 1,680,123 | 40.22 | 39.59 | (1.6 | )% | 40.21 | (0.0 | )% | ||||||
| New leases | 113,444 | 41.18 | 48.99 | 19.0 | % | 51.71 | 25.6 | % | ||||||
| Renewal leases | 1,566,679 | 40.15 | 38.91 | (3.1 | )% | 39.37 | (1.9 | )% | ||||||
| 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 September 30, 2023: | ||||||||||||||
| Operating portfolio: | As of September 30, | As of September 30, | ||||||||||||
| New leases | 749,615 | 2023 | 2022 | |||||||||||
| Renewal leases | 194,589 | Same-center Malls, Lifestyle & Outlet Centers | $ | 30.14 | $ | 29.55 | ||||||||
| Development portfolio: | Total Malls | 30.47 | 30.11 | |||||||||||
| New leases | 25,151 | Total Lifestyle Centers | 30.07 | 28.49 | ||||||||||
| Renewal leases | — | Total Outlet Centers | 27.79 | 26.45 | ||||||||||
| Total leased | 969,355 | Total Malls, Lifestyle & Outlet Centers | 30.14 | 29.55 | ||||||||||
| Open-Air Centers | 15.14 | 15.15 | ||||||||||||
| Nine Months Ended September 30, 2023: | Other | 18.76 | 19.18 | |||||||||||
| Operating portfolio: | ||||||||||||||
| New leases | 1,324,809 | |||||||||||||
| Renewal leases | 1,769,116 | |||||||||||||
| Development portfolio: | ||||||||||||||
| New leases | 25,151 | |||||||||||||
| Renewal leases | — | |||||||||||||
| Total leased | 3,119,076 |
(1) Average gross rent does not incorporate allowable future increases for recoverable common area expenses.
(2) Includes malls, lifestyle centers, outlet centers, open-air centers and other.
(3) Average annual base rents per square foot are based on contractual rents in effect as of September 30, 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 Nine Months Ended September 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 | 63 | 174,578 | 6.37 | $ | 39.45 | $ | 41.59 | $ | 32.92 | $ | 6.53 | 19.8 | % | $ | 8.67 | 26.3 | % | |||||
| Renewal | 558 | 1,815,663 | 2.62 | 35.07 | 35.40 | 35.41 | (0.34 | ) | (1.0 | )% | (0.01 | ) | (0.0 | )% | ||||||||
| Commencement 2023 Total | 621 | 1,990,241 | 3.00 | 35.45 | 35.95 | 35.19 | 0.26 | 0.7 | % | 0.76 | 2.2 | % | ||||||||||
| Commencement 2024: | ||||||||||||||||||||||
| New | 10 | 25,975 | 8.94 | 60.78 | 65.01 | 50.20 | 10.58 | 21.1 | % | 14.81 | 29.5 | % | ||||||||||
| Renewal | 122 | 327,276 | 2.95 | 48.29 | 48.69 | 50.20 | (1.91 | ) | (3.8 | )% | (1.51 | ) | (3.0 | )% | ||||||||
| Commencement 2024 Total | 132 | 353,251 | 3.40 | 49.20 | 49.89 | 50.20 | (1.00 | ) | (2.0 | )% | (0.31 | ) | (0.6 | )% | ||||||||
| Total 2023/2024 | 753 | 2,343,492 | 3.07 | $ | 37.53 | $ | 38.05 | $ | 37.45 | $ | 0.08 | 0.2 | % | $ | 0.60 | 1.6 | % |
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 | Victoria's Secret & Co. | 49 | 400,863 | 2.70 | % | |||
| 2 | Signet Jewelers Ltd. (2) | 108 | 164,271 | 2.67 | % | |||
| 3 | Foot Locker, Inc. | 73 | 357,594 | 2.60 | % | |||
| 4 | Dick's Sporting Goods, Inc. (3) | 25 | 1,462,150 | 2.29 | % | |||
| 5 | American Eagle Outfitters, Inc. | 63 | 382,073 | 2.09 | % | |||
| 6 | Bath & Body Works, Inc. | 58 | 236,088 | 1.96 | % | |||
| 7 | Finish Line, Inc. | 37 | 205,518 | 1.59 | % | |||
| 8 | Genesco Inc. (4) | 77 | 153,601 | 1.58 | % | |||
| 9 | The Buckle, Inc. | 36 | 186,133 | 1.23 | % | |||
| 10 | Luxottica Group S.P.A. (5) | 79 | 178,795 | 1.21 | % | |||
| 11 | The Gap, Inc. | 44 | 537,209 | 1.18 | % | |||
| 12 | Cinemark Corp. | 9 | 467,190 | 1.18 | % | |||
| 13 | Hot Topic, Inc. | 98 | 242,968 | 1.01 | % | |||
| 14 | Shoe Show, Inc. | 29 | 379,954 | 0.97 | % | |||
| 15 | Express Fashions | 30 | 246,437 | 0.92 | % | |||
| 16 | Spencer Spirit Holdings, Inc. | 48 | 112,483 | 0.91 | % | |||
| 17 | The TJX Companies, Inc. (6) | 18 | 520,475 | 0.89 | % | |||
| 18 | Claire's Stores, Inc. | 69 | 86,502 | 0.87 | % | |||
| 19 | H & M Hennes & Mauritz AB | 38 | 803,797 | 0.87 | % | |||
| 20 | Barnes & Noble, Inc. | 16 | 457,337 | 0.83 | % | |||
| 21 | Scheels All Sports, Inc. | 2 | 223,136 | 0.76 | % | |||
| 22 | Ulta Salon, Cosmetics & Fragrance, Inc. | 23 | 237,961 | 0.75 | % | |||
| 23 | The Children's Place, Inc. | 34 | 147,763 | 0.73 | % | |||
| 24 | Abercrombie & Fitch, Co. | 28 | 189,942 | 0.71 | % | |||
| 25 | Focus Brands LLC (7) | 66 | 47,785 | 0.71 | % | |||
| 1,157 | 8,428,025 | 33.21 | % |
(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 September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Tenant allowances (1) | $ | 6,616 | $ | 5,639 | $ | 13,265 | $ | 12,679 |
| Maintenance capital expenditures: (2) | ||||||||
| Parking lot and parking lot lighting | 1,604 | 1,702 | 2,800 | 3,215 | ||||
| Roof replacements | 1,396 | 149 | 2,821 | 275 | ||||
| Other capital expenditures | 4,014 | 2,761 | 10,003 | 6,858 | ||||
| Total maintenance capital expenditures | 7,014 | 4,612 | 15,624 | 10,348 | ||||
| Total capital expenditures | $ | 13,630 | $ | 10,251 | $ | 28,889 | $ | 23,027 |
(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
Developments Completed at September 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 | ||||
| Mall Expansion: | ||||||||||||
| Sunrise Mall - Bubba's 33 | Brownsville, TX | 100% | 7,575 | $ | 1,049 | $ | 1,393 | $ | 1,193 | Q3 '23 | 18.0% | |
| Redevelopments: | ||||||||||||
| Kirkwood Mall - Five Below | Bismarck, ND | 100% | 19,478 | 2,323 | 1,694 | 1,692 | Q3 '23 | 16.3% | ||||
| The Terrace - Nordstrom Rack (former Staples) | Chattanooga, TN | 92% | 24,155 | 2,513 | 1,750 | 127 | 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% | ||||
| 71,633 | 6,083 | 4,712 | 2,100 | |||||||||
| Total Properties Completed | 79,208 | $ | 7,132 | $ | 6,105 | $ | 3,293 |
(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 September 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 | ||||
| Open-Air Center: | ||||||||||||
| Fremaux Town Center - Marshall's | Slidell, LA | 65% | 22,132 | $ | 2,356 | $ | 1,452 | $ | 1,389 | Winter '23 | 10.5% | |
| Outparcel Development: | ||||||||||||
| Mayfaire Town Center - hotel development | Wilmington, NC | 49% | 83,021 | 15,435 | 2,350 | 1,177 | Spring '24 | 11.0% | ||||
| Redevelopments: | ||||||||||||
| Hamilton Place - Crunch Fitness | Chattanooga, TN | 100% | 36,640 | 2,648 | 1,012 | 994 | Winter '24 | 23.3% | ||||
| Total Properties Under Development | 141,793 | $ | 20,439 | $ | 4,814 | $ | 3,560 |
(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 Mall | 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. | Closed. |
| 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 | Tilt opened August 2023 in former anchor. New Chick-fil-A, Five Guys, Thrifty White Pharmacy, Blaze Pizza and Panchero's Restaurant opened in parking lot in 2022. | |
| 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 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 is a 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 | Owned by Third Party. Construction pending on multi-family project. | |
| 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 Transformco on ground lease. Under negotiation with Sporting Goods tenant. | Stadium Casino opened November 2020. |
| York Galleria | York, PA | Hollywood Casino opened August 2021. | Extra Space Storage purchased store and opened. |