Form 8-K - Current report

0000910612false00009106122024-05-102024-05-10

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): May 10, 2024

 

 

CBL & ASSOCIATES PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			1-12494	62-1545718
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer 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 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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On May 10, 2024, CBL & Associates Properties, Inc. (the "Company") reported its results for the first quarter ended March 31, 2024. The Company's earnings release and supplemental financial and operating information for the first quarter ended March 31, 2024 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 Number		Description
99.1		Earnings Release dated May 10, 2024 and Supplemental Financial and Operating Information - For the Three Months Ended March 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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:	May 10, 2024	By:	/s/ Benjamin W. Jaenicke
			Benjamin W. Jaenicke Executive Vice President - Chief Financial Officer and Treasurer

 

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Exhibit 99.1

 

 

 

 

 

Earnings Release and

Supplemental Financial and Operating Information

 

For the Three Months Ended

March 31, 2024

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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		10
Consolidated Balance Sheets		11
Condensed Combined Financial Statements - Unconsolidated Affiliates		12
Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows		13
Components of Rental Revenues		14
Schedule of Mortgage and Other Indebtedness		15
Schedule of Maturities		17
Property List		19
Operating Metrics by Collateral Pool		22
CBL & Associates HoldCo I, LLC Financial Statements		24
Leasing Activity and Average Annual Base Rents		25
Top 25 Tenants Based on Percentage of Total Annualized Revenues		26
Capital Expenditures		26
Development Activity		27

 

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	News Release

Contact: Katie Reinsmidt, Executive Vice President - Chief Operating Officer, 423.490.8301, [e-mail]

 

CBL PROPERTIES REPORTS STRONG RESULTS FOR FIRST QUARTER 2024

Same-center NOI increased 3.6% over the prior-year period

CHATTANOOGA, Tenn. (May 10, 2024) – CBL Properties (NYSE: CBL) announced results for the first quarter ended March 31, 2024. 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 March 31,
		2024				2023
Net (loss) income attributable to common shareholders		$	(0.01	)		$	0.06
Funds from Operations ("FFO")		$	1.21			$	1.86
FFO, as adjusted (1)		$	1.50			$	1.56

(1)

For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company’s reconciliation of net (loss) income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 7 of this news release.

KEY TAKEAWAYS:

•

CBL reported an increase in same-center NOI of 3.6% for first quarter 2024 compared with the prior-year period, and FFO, as adjusted, per share of $1.50, compared with $1.56 for first quarter 2023. Results were in-line with the previously issued guidance range for 2024 same-center NOI in the range of $428 million - $442 million and after adjusting for year-to-date share repurchase activity, 2024 FFO, as adjusted, per share guidance in the range of $6.24 - $6.69.

•

Over 1.1 million square feet of leases were executed in first quarter 2024. First quarter 2024 leasing results included comparable leases of approximately 775,000 square feet signed at a 10.2% increase in average rents versus the prior leases.

•

Portfolio occupancy was 89.4% as of March 31, 2024, a 50 basis point decline compared with portfolio occupancy of 89.9% as of March 31, 2023. Same-center occupancy for malls, lifestyle centers and outlet centers was 87.7% as of March 31, 2024, a 50-basis-point decline from 88.2% as of March 31, 2023.

•

Same-center tenant sales per square foot for the first quarter 2024 increased 0.2%, a reversal of previous sales trends. Same-center tenant sales per square foot for the 12-months ended March 31, 2024, declined 3.7% to $417, compared with $433 for the prior period.

•

As of March 31, 2024, the Company had $295.3 million of unrestricted cash and marketable securities.

•

More than $9.1 million in share repurchases completed year-to-date, continuing CBL's commitment to return capital to shareholders.

•

CBL's Board of Directors declared a cash dividend of $0.40 per common share for the quarter ending June 30, 2024. The dividend equates to an annual dividend payment of $1.60 per common share.

“As demonstrated by first quarter results, CBL is off to a solid start in 2024," said CBL's chief executive officer, Stephen D. Lebovitz. "We are pleased with the strong 3.6% growth in same-center NOI for the quarter. This growth reflects the improving fundamentals and overall quality of the CBL portfolio. NOI results also include the realization of a multi-year effort to reduce real estate taxes in certain markets, which was anticipated in our original guidance provided last quarter. In addition, results benefited from lower third-party contract expense related to the new contracts signed in third quarter 2023. Maintenance and repair expense was also lower in the quarter, primarily due to timing of projects which are expected to occur later in the year.

“Leasing volumes remained strong this quarter as we signed more than 220,000-square-feet of new leases, highlighted by new locations for Barnes & Noble's in-line mall concept, fast-growing global lifestyle retailer MINISO, Five Below, and food court stores for Popeye's. Comparable leasing spreads were notably up more than 10% as we replaced several spaces with below market prior rents. While we are pleased with this quarter’s leasing spreads, we anticipate experiencing some pressure going forward due to certain national tenants with higher occupancy costs. We were encouraged to see portfolio tenant sales improve modestly during the quarter. Although occupancy declined modestly in the quarter, the overall tenant environment is healthy, and we remain focused on capitalizing on tenant demand for new locations across the portfolio to generate occupancy growth.

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"Interest rate volatility and its impact on the overall financing market remains a concern; however, we are benefiting from our well-laddered maturity schedule with only three major loan maturities in 2024. Financing plans for all three are actively in process. We are also exploring various avenues, including potential sales of term loan properties, to meet our term loan extension test in 2025 while minimizing use of our corporate cash reserve.

"Our focus through the remainder of the year is to build on the strong momentum generated in the first quarter while working to improve our debt maturity profile and grow our strong cash position."

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

		Three Months Ended March 31,
		2024				2023
Total Revenues		$	159,521			$	162,648
Total Expenses		$	(50,709	)		$	(57,637	)
Total portfolio same-center NOI		$	108,812			$	105,011
Total same-center NOI percentage change			3.6	%
Estimate for uncollectable revenues (recovery)		$	1,498			$	(749	)

(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 first quarter 2024 increased $3.8 million. First quarter 2024 results included a $3.9 million benefit to real estate tax expense related to reduced assessments and refunds received from successful appeals, net of related reimbursement amounts due to tenants. Operating and maintenance and repair expenses were approximately $2.2 million lower related to timing of maintenance and repair projects as well as lower third-party contract expense. Insurance expense rose $0.3 million in the quarter. The estimate for uncollectible revenues negatively impacted the quarter by approximately $2.2 million. Percentage rents declined $0.3 million due to lower tenant sales.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

		As of March 31,
		2024		2023
Total portfolio		89.4%		89.9%
Malls, lifestyle centers and outlet centers:
Total malls		87.0%		88.0%
Total lifestyle centers		90.5%		90.9%
Total outlet centers		90.5%		87.3%
Total same-center malls, lifestyle centers and outlet centers		87.7%		88.2%
All Other Properties:
Total open-air centers		95.1%		96.0%
Total other		84.5%		79.9%

 

(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 March 31,
		2024
All Property Types		10.2%
Stabilized Malls, Lifestyle Centers and Outlet Centers		9.8%
New leases		109.3%
Renewal leases		1.0%

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

		Sales Per Square Foot for the Trailing Twelve Months Ended March 31,
		2024				2023				% Change
Malls, lifestyle centers and outlet centers same-center sales per square foot		$	417			$	433			(3.7)%

 

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DIVIDEND

On May 8, 2024, CBL’s Board of Directors declared CBL's regular quarterly cash dividend for the three months ended June 30, 2024, of $0.40 per share. The dividend, which equates to an annual dividend payment of $1.60 per share, is payable on June 28, 2024, to shareholders of record as of June 13, 2024.

FINANCING ACTIVITY

In February 2024, CBL retired the $15.3 million recourse loan secured by Brookfield Square Anchor Redevelopment in Brookfield, WI.

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).

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. Since commencement, CBL has repurchased 452,910 shares at an average price of $22.54 per share under the program including 400,944 shares repurchased year-to-date at an average price of $22.70 per share.

DISPOSITIONS

During the first quarter, CBL completed the sale of two land parcels, generating more than $7.7 million in gross proceeds at CBL's share.

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

Detailed project information is available in CBL’s Financial Supplement for Q1 2024, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

OUTLOOK AND GUIDANCE

Based on first quarter 2024 results, including any anticipated impact from the bankruptcy filings of Express and rue21, and Management's expectations for the remainder of 2024, CBL is reiterating the following guidance for FFO, as adjusted, and same-center NOI for full-year 2024. Per share amounts have been adjusted to reflect the impact of year-to-date share repurchase activity. Guidance excludes the impact of any unannounced transactions.

		Low				High
2024 FFO, as adjusted (in millions)		$	196.0			$	210.0
2024 WA Share Count			31.4				31.4
2024 FFO, as adjusted, per share		$	6.24			$	6.69
2024 Same-Center NOI ("SC NOI") (in millions)		$	428.0			$	442.0
2024 change in same-center NOI			(1.9	)%			1.3	%

Reconciliation of GAAP Earnings Per Share to 2024 FFO, as Adjusted, Per Share:

		Low				High
Expected diluted earnings per common share		$	0.18			$	0.63
Depreciation and amortization			4.78				4.78
Dividends allocable to unvested restricted stock			0.03				0.03
Less: Gain on depreciable property			(0.12	)			(0.12	)
Add: Loss on impairment			0.02				0.02
Debt discount accretion, net of noncontrolling interests' share			1.44				1.44
Adjustment for unconsolidated affiliates with negative investment			(0.09	)			(0.09	)
Expected FFO, as adjusted, per diluted, fully converted common share		$	6.24			$	6.69

2024 Estimate of Capital Items (in millions):

		Low			High
2024 Estimated maintenance capital/tenant allowances		$	40.0		$	55.0
2024 Estimated development/redevelopment expenditures			10.0			15.0
2024 Estimated principal amortization (including est. term loan ECF)			70.0			80.0
Total Estimate		$	120.0		$	150.0

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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 more than 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.

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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.

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

		Three Months Ended March 31,
		2024				2023
REVENUES:
Rental revenues		$	124,027			$	130,324
Management, development and leasing fees			1,905				2,434
Other			3,185				3,601
Total revenues			129,117				136,359
EXPENSES:
Property operating			(23,827	)			(24,614	)
Depreciation and amortization			(38,040	)			(53,269	)
Real estate taxes			(9,269	)			(14,788	)
Maintenance and repairs			(9,938	)			(11,524	)
General and administrative			(20,414	)			(19,229	)
Loss on impairment			(836	)			—
Litigation settlement			68				44
Other			—				(198	)
Total expenses			(102,256	)			(123,578	)
OTHER INCOME (EXPENSES):
Interest and other income			4,004				2,665
Interest expense			(39,812	)			(43,524	)
Gain on deconsolidation			—				28,151
Gain on sales of real estate assets			3,721				1,596
Income tax benefit			158				101
Equity in earnings (losses) of unconsolidated affiliates			4,594				(1,256	)
Total other expenses			(27,335	)			(12,267	)
Net (loss) income			(474	)			514
Net loss (income) attributable to noncontrolling interests in:
Operating Partnership			—				—
Other consolidated subsidiaries			524				1,745
Net income attributable to the Company			50				2,259
Earnings allocable to unvested restricted stock			(259	)			(280	)
Net (loss) income attributable to common shareholders		$	(209	)		$	1,979
Basic and diluted per share data attributable to common shareholders:
Basic earnings per share		$	(0.01	)		$	0.06
Diluted earnings per share			(0.01	)			0.06
Weighted-average basic shares			31,546				31,304
Weighted-average diluted shares			31,546				31,369

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

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

(in thousands, except per share data)

		Three Months Ended March 31,
		2024				2023
Net (loss) income attributable to common shareholders		$	(209	)		$	1,979
Earnings allocable to unvested restricted stock			259				280
Depreciation and amortization expense of:
Consolidated properties			38,040				53,269
Unconsolidated affiliates			3,989				4,638
Non-real estate assets			(259	)			(148	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(560	)			(665	)
Loss on impairment, net of taxes			619				—
Gain on depreciable property			(3,721	)			—
FFO allocable to Operating Partnership common unitholders			38,158				59,353
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1)			11,795				16,616
Adjustment for unconsolidated affiliates with negative investment (2)			(2,568	)			1,591
Litigation settlement (3)			(68	)			(44	)
Non-cash default interest expense (4)			—				494
Gain on deconsolidation (5)			—				(28,151	)
FFO allocable to Operating Partnership common unitholders, as adjusted		$	47,317			$	49,859
FFO per diluted share		$	1.21			$	1.86
FFO, as adjusted, per diluted share		$	1.50			$	1.56
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted			31,546				31,927

(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 a credit to litigation settlement expense, in each respective period, related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.

(4)

The three months ended March 31, 2023 includes default interest on loans past their maturity dates.

(5)

For the three months ended March 31, 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.

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

		Three Months Ended March 31,
		2024				2023
Diluted EPS attributable to common shareholders		$	(0.01	)		$	0.06
Add amounts per share included in FFO:
Unvested restricted stock			0.01				0.01
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from    consolidated properties, unconsolidated affiliates, non-real estate    assets and excluding amounts allocated to noncontrolling    interests			1.31				1.79
Loss on impairment, net of taxes			0.02				—
Gain on depreciable property			(0.12	)			—
FFO per diluted share		$	1.21			$	1.86

 

		Three Months Ended March 31,
		2024				2023
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees		$	983			$	1,161
Straight-line rental income adjustment		$	(515	)		$	1,633
Gain on outparcel sales		$	—			$	1,580
Net amortization of acquired above- and below-market leases		$	(3,492	)		$	(5,322	)
Income tax benefit		$	158			$	101
Abandoned projects expense		$	—			$	(17	)
Interest capitalized		$	134			$	106
Estimate of uncollectable revenues		$	(6,192	)		$	363
		As of March 31,
		2024				2023
Straight-line rent receivable		$	22,537			$	17,095

 

 

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Dollars in thousands)

		Three Months Ended March 31,
		2024				2023
Net (loss) income		$	(474	)		$	514
Adjustments:
Depreciation and amortization			38,040				53,269
Depreciation and amortization from unconsolidated affiliates			3,989				4,638
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(560	)			(665	)
Interest expense			39,812				43,524
Interest expense from unconsolidated affiliates			17,281				17,525
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(1,065	)			(2,043	)
Abandoned projects expense			—				17
Gain on sales of real estate assets			(3,721	)			(1,596	)
Loss on sales of real estate assets of unconsolidated affiliates			—				16
Adjustment for unconsolidated affiliates with negative investment			(2,568	)			1,591
Gain on deconsolidation			—				(28,151	)
Loss on impairment			836				—
Litigation settlement			(68	)			(44	)
Income tax benefit			(158	)			(101	)
Lease termination fees			(983	)			(1,161	)
Straight-line rent and above- and below-market lease amortization			4,007				3,689
Net loss attributable to noncontrolling interests in other consolidated subsidiaries			524				1,745
General and administrative expenses			20,414				19,229
Management fees and non-property level revenues			(6,447	)			(4,980	)
Operating Partnership's share of property NOI			108,859				107,016
Non-comparable NOI			(47	)			(2,005	)
Total same-center NOI (1)		$	108,812			$	105,011
Total same-center NOI percentage change			3.6	%

(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 March 31, 2024, 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 March 31, 2024. 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.

		Three Months Ended March 31,
		2024				2023
Malls		$	74,187			$	71,810
Outlet centers			5,620				5,114
Lifestyle centers			9,184				8,967
Open-air centers			14,694				13,918
Outparcels and other			5,127				5,202
Total same-center NOI		$	108,812			$	105,011
Percentage Change:
Malls			3.3	%
Outlet centers			9.9	%
Lifestyle centers			2.4	%
Open-air centers			5.6	%
Outparcels and other			(1.4	)%
Total same-center NOI			3.6	%

 

9

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

		As of March 31, 2024
		Fixed Rate				Variable Rate				Total Debt				Unamortized Deferred Financing Costs				Unamortized Debt Discounts (1)				Total, net
Consolidated debt		$	906,438			$	1,003,255			$	1,909,693			$	(12,086	)		$	(37,313	)		$	1,860,294
Noncontrolling interests' share of consolidated debt			(24,919	)			(11,718	)			(36,637	)			224				3,229				(33,184	)
Company's share of unconsolidated affiliates' debt			618,640				56,619				675,259				(2,890	)			—				672,369
Other debt (2)			69,783				—				69,783				—				—				69,783
Company's share of consolidated, unconsolidated and other debt		$	1,569,942			$	1,048,156			$	2,618,098			$	(14,752	)		$	(34,084	)		$	2,569,262
Weighted-average interest rate			5.26	%			8.42	%			6.53	%
		As of March 31, 2023
		Fixed Rate				Variable Rate				Total Debt				Unamortized Deferred Financing Costs				Unamortized Debt Discounts (1)				Total, net
Consolidated debt		$	972,999			$	1,052,704			$	2,025,703			$	(15,903	)		$	(63,371	)		$	1,946,429
Noncontrolling interests' share of consolidated debt			(25,320	)			(13,282	)			(38,602	)			294				6,051				(32,257	)
Company's share of unconsolidated affiliates' debt			614,947				70,847				685,794				(2,916	)			—				682,878
Other debt (2)			41,122				—				41,122				—				—				41,122
Company's share of consolidated, unconsolidated and other debt		$	1,603,748			$	1,110,269			$	2,714,017			$	(18,525	)		$	(57,320	)		$	2,638,172
Weighted-average interest rate			4.83	%			7.66	%			5.99	%

(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 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.

10

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

		March 31,				December 31,
		2024				2023
ASSETS
Real estate assets:
Land		$	582,949			$	585,191
Buildings and improvements			1,218,746				1,216,054
			1,801,695				1,801,245
Accumulated depreciation			(247,387	)			(228,034	)
			1,554,308				1,573,211
Developments in progress			7,479				8,900
Net investment in real estate assets			1,561,787				1,582,111
Cash and cash equivalents			60,311				34,188
Restricted cash			66,946				88,888
Available-for-sale securities - at fair value (amortized cost of $235,072 and $261,869 as of March 31, 2024 and December 31, 2023, respectively)			234,998				262,142
Receivables:
Tenant			37,588				43,436
Other			7,246				2,752
Investments in unconsolidated affiliates			77,818				76,458
In-place leases, net			142,683				157,639
Intangible lease assets and other assets			154,439				158,291
		$	2,343,816			$	2,405,905
LIABILITIES AND EQUITY
Mortgage and other indebtedness, net		$	1,860,294			$	1,888,803
Accounts payable and accrued liabilities			168,672				186,485
Total liabilities			2,028,966				2,075,288
Shareholders' equity:
Common stock, $.001 par value, 200,000,000 shares authorized, 32,033,939 and 31,975,645 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively (excluding 140,034 treasury shares as of March 31, 2024 and excluding 34 treasury shares as of December 31, 2023)			32				32
Additional paid-in capital			716,706				719,125
Accumulated other comprehensive income			726				610
Accumulated deficit			(393,266	)			(380,446	)
Total shareholders' equity			324,198				339,321
Noncontrolling interests			(9,348	)			(8,704	)
Total equity			314,850				330,617
		$	2,343,816			$	2,405,905

 

11

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)

		March 31, 2024				December 31, 2023
ASSETS:
Investment in real estate assets		$	2,013,008			$	2,010,269
Accumulated depreciation			(901,569	)			(886,712	)
			1,111,439				1,123,557
Developments in progress			19,305				17,261
Net investment in real estate assets			1,130,744				1,140,818
Other assets			198,788				200,289
Total assets		$	1,329,532			$	1,341,107
LIABILITIES:
Mortgage and other indebtedness, net		$	1,359,302			$	1,368,031
Other liabilities			42,477				45,577
Total liabilities			1,401,779				1,413,608
OWNERS' EQUITY (DEFICIT):
The Company			12,083				12,290
Other investors			(84,330	)			(84,791	)
Total owners' deficit			(72,247	)			(72,501	)
Total liabilities and owners’ deficit		$	1,329,532			$	1,341,107

 

		Three Months Ended March 31,
		2024				2023
Total revenues		$	63,997			$	60,533
Depreciation and amortization			(18,399	)			(16,863	)
Operating expenses			(21,488	)			(19,729	)
Interest and other income			612				544
Interest expense			(18,458	)			(15,272	)
Loss on sales of real estate assets			—				(32	)
Net income		$	6,264			$	9,181
		Company's Share for the Period
		Three Months Ended March 31,
		2024				2023
Total revenues		$	33,708			$	32,571
Depreciation and amortization			(10,802	)			(12,100	)
Operating expenses			(10,774	)			(10,447	)
Interest and other income			361				390
Interest expense			(17,281	)			(17,525	)
Negative investment adjustment			9,382				5,871
Loss on sales of real estate assets			—				(16	)
Net income (loss)		$	4,594			$	(1,256	)

 

12

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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, 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 March 31,
		2024				2023
Net (loss) income		$	(474	)		$	514
Depreciation and amortization			38,040				53,269
Depreciation and amortization from unconsolidated affiliates			3,989				4,638
Interest expense			39,812				43,524
Interest expense from unconsolidated affiliates			17,281				17,525
Income taxes			(158	)			(55	)
Loss on impairment			836				—
Gain on depreciable property			(3,721	)			—
Gain on deconsolidation			—				(28,151	)
EBITDAre (1)			95,605				91,264
Litigation settlement			(68	)			(44	)
Abandoned projects expense			—				17
Adjustment for unconsolidated affiliates with negative investment			(2,568	)			1,591
Net loss attributable to noncontrolling interests in other consolidated subsidiaries			524				1,745
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(560	)			(665	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(1,065	)			(2,043	)
Company's share of Adjusted EBITDAre		$	91,868			$	91,865

(1)

Includes $1,580 for the three months ended March 31, 2023 related to sales of non-depreciable real estate assets.

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

		Three Months Ended March 31,
		2024				2023
Interest Expense:
Interest expense		$	39,812			$	43,524
Interest expense from unconsolidated affiliates			17,281				17,525
Debt discount accretion, net of noncontrolling interests' share			(11,795	)			(16,616	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(588	)			(647	)
Company's share of interest expense		$	44,710			$	43,786
Ratio of Adjusted EBITDAre to Interest Expense			2.1	x			2.1	x

 

		Three Months Ended March 31,
		2024				2023
Company's share of Adjusted EBITDAre		$	91,868			$	91,865
Interest expense			(39,812	)			(43,524	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			1,065				2,043
Income taxes			158				55
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts			2,459				7,852
Net amortization of intangible lease assets and liabilities			3,449				5,337
Depreciation and interest expense from unconsolidated affiliates			(21,270	)			(22,163	)
Adjustment for unconsolidated affiliates with negative investment			2,568				(1,591	)
Litigation settlement			68				44
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			560				665
Net loss attributable to noncontrolling interests in other consolidated subsidiaries			(524	)			(1,745	)
Gain on outparcel sales			—				(1,596	)
Equity in (earnings) losses of unconsolidated affiliates			(4,594	)			1,256
Distributions of earnings from unconsolidated affiliates			3,692				3,335
Share-based compensation expense			3,679				3,252
Change in estimate of uncollectable revenues			1,522				(138	)
Change in deferred tax assets			1,331				225
Changes in operating assets and liabilities			(15,481	)			(11,997	)
Cash flows provided by operating activities		$	30,738			$	33,175

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 March 31,
		2024				2023
Minimum rents		$	93,908			$	95,463
Percentage rents			2,790				3,164
Other rents			1,832				1,696
Tenant reimbursements			26,879				29,518
Estimate of uncollectable amounts			(1,382	)			483
Total rental revenues		$	124,027			$	130,324

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands)

Property		Location		Original Maturity Date		Optional Extended Maturity Date		Interest Rate				Balance as of March 31, 2024 (1)				Balance
																Fixed				Variable
Operating Properties:
Fayette Mall (2)		Lexington, KY		May-24		May-26			4.25	%		$	117,181			$	117,181			$	—
Cross Creek Mall		Fayetteville, NC		Jun-25					8.19	%			90,732				90,732				—
The Outlet Shoppes at Laredo		Laredo, TX		Jun-25					8.83	%			33,480				—				33,480
The Outlet Shoppes at Gettysburg		Gettysburg, PA		Oct-25					4.80	%			20,563				20,563				—
Parkdale Mall & Crossing		Beaumont, TX		Mar-26					5.85	%			56,978				56,978				—
Northwoods Mall		North Charleston, SC		Apr-26					5.08	%			53,223				53,223				—
Arbor Place		Atlanta (Douglasville), GA		May-26					5.10	%			92,462				92,462				—
Volusia Mall		Daytona Beach, FL		May-26					4.56	%			35,957				35,957				—
Hamilton Place		Chattanooga, TN		Jun-26					4.36	%			91,046				91,046				—
Jefferson Mall		Louisville, KY		Jun-26					4.75	%			52,965				52,965				—
Southpark Mall		Colonial Heights, VA		Jun-26					4.85	%			51,151				51,151				—
Open-air centers and outparcels loan (3)				Jun-27		Jun-29			8.19	%			358,360				179,180				179,180
Hamilton Place open-air centers loan				Jun-32					5.85	%			65,000				65,000				—
Total Loans On Operating Properties													1,119,098				906,438				212,660
Weighted-average interest rate													6.33	%			5.63	%			9.33	%
Corporate Debt:
Secured term loan				Nov-25		Nov-26/Nov-27			8.19	%			790,595				—				790,595
Total Consolidated Debt												$	1,909,693			$	906,438			$	1,003,255
Weighted-average interest rate													7.10	%			5.63	%			8.43	%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Coastal Grand Mall		Myrtle Beach, SC		Aug-24					4.09	%		$	48,131			$	48,131			$	—
Coastal Grand Mall Outparcel		Myrtle Beach, SC		Aug-24					4.09	%			2,323				2,323				—
Coastal Grand Mall - Dick's Sporting Goods		Myrtle Beach, SC		Nov-24					5.05	%			3,361				3,361				—
Hamilton Place Aloft Hotel		Chattanooga, TN		Nov-24					7.87	%			8,055				—				8,055
The Outlet Shoppes of the Bluegrass		Simpsonville, KY		Dec-24					4.05	%			40,702				40,702				—
West County Center		Des Peres, MO		Dec-24		Dec-26			3.40	%			75,615				75,615				—
Hammock Landing - Phase I		West Melbourne, FL		Feb-25		Feb-26			8.33	%			17,455				—				17,455
Hammock Landing - Phase II		West Melbourne, FL		Feb-25		Feb-26			8.33	%			5,455				—				5,455
The Pavilion at Port Orange		Port Orange, FL		Feb-25		Feb-26			8.33	%			23,261				—				23,261
Ambassador Town Center Infrastructure Improvements		Lafayette, LA		Mar-25					3.00	%			4,361				4,361				—
York Town Center		York, PA		Mar-25					4.75	%			14,808				14,808				—
Oak Park Mall		Overland Park, KS		Oct-25					3.97	%			127,853				127,853				—
Northgate Mall Developments		Chattanooga, TN		Nov-25					8.25	%			2,393				—				2,393
Fremaux Town Center		Slidell, LA		Jun-26					3.70	%			37,293				37,293				—
CoolSprings Galleria		Nashville, TN		May-28					4.84	%			69,760				69,760				—
Friendly Center		Greensboro, NC		May-28					6.44	%			73,120				73,120				—
The Outlet Shoppes at El Paso		El Paso, TX		Oct-28					5.10	%			34,198				34,198				—
Ambassador Town Center		Lafayette, LA		Jun-29					4.35	%			26,517				26,517				—
Friendly Center Medical Office		Greensboro, NC		Jun-30					6.11	%			1,448				1,448
The Shoppes at Eagle Point		Cookeville, TN		May-32					5.40	%			19,485				19,485				—
The Outlet Shoppes at Atlanta		Woodstock, GA		Oct-33					7.85	%			39,665				39,665				—
		SUBTOTAL											675,259				618,640				56,619
Plus Other Debt:
Alamance Crossing (4)		Burlington, NC		Jul-21					5.83	%			41,122				41,122				—
WestGate Mall (4)		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 (35%)		Laredo, TX		Jun-25					8.83	%			(11,718	)			—				(11,718	)
The Outlet Shoppes at Gettysburg (50%)		Gettysburg, PA		Oct-25					4.80	%			(10,282	)			(10,282	)			—
Hamilton Place (10%)		Chattanooga, TN		Jun-26					4.36	%			(9,104	)			(9,104	)			—

15

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Property		Location		Original Maturity Date		Optional Extended Maturity Date		Interest Rate				Balance as of March 31, 2024 (1)				Balance
																Fixed				Variable
Hamilton Place open-air centers loan (8% - 10%)				Jun-32					5.85	%			(5,533	)			(5,533	)			—
													(36,637	)			(24,919	)			(11,718	)
Company's Share Of Consolidated, Unconsolidated and Other Debt (5)												$	2,618,098			$	1,569,942			$	1,048,156
Weighted-average interest rate													6.53	%			5.26	%			8.42	%
Total Debt of Unconsolidated Affiliates:
Coastal Grand Mall		Myrtle Beach, SC		Aug-24					4.09	%		$	96,263			$	96,263			$	—
Coastal Grand Mall Outparcel		Myrtle Beach, SC		Aug-24					4.09	%			4,645				4,645				—
Coastal Grand Mall - Dick's Sporting Goods		Myrtle Beach, SC		Nov-24					5.05	%			6,723				6,723				—
Hamilton Place Aloft Hotel		Chattanooga, TN		Nov-24					7.87	%			16,110				—				16,110
The Outlet Shoppes of the Bluegrass		Simpsonville, KY		Dec-24					4.05	%			62,618				62,618				—
West County Center		Des Peres, MO		Dec-24		Dec-26			3.40	%			151,230				151,230				—
Hammock Landing - Phase I		West Melbourne, FL		Feb-25		Feb-26			8.33	%			34,909				—				34,909
Hammock Landing - Phase II		West Melbourne, FL		Feb-25		Feb-26			8.33	%			10,909				—				10,909
The Pavilion at Port Orange		Port Orange, FL		Feb-25		Feb-26			8.33	%			46,523				—				46,523
Ambassador Town Center Infrastructure Improvements		Lafayette, LA		Mar-25					3.00	%			4,361				4,361				—
York Town Center		York, PA		Mar-25					4.75	%			29,616				29,616				—
Oak Park Mall		Overland Park, KS		Oct-25					3.97	%			255,706				255,706				—
Northgate Mall Developments		Chattanooga, TN		Nov-25					8.25	%			4,787				—				4,787
Fremaux Town Center		Slidell, LA		Jun-26					3.70	%			57,374				57,374				—
CoolSprings Galleria		Nashville, TN		May-28					4.84	%			139,520				139,520				—
Friendly Center		Greensboro, NC		May-28					6.44	%			146,239				146,239				—
The Outlet Shoppes at El Paso		El Paso, TX		Oct-28					5.10	%			68,396				68,396				—
Ambassador Town Center		Lafayette, LA		Jun-29					4.35	%			40,795				40,795				—
Friendly Center Medical Office		Greensboro, NC		Jun-30					6.11	%			1,448				1,448				—
The Shoppes at Eagle Point		Cookeville, TN		May-32					5.40	%			38,971				38,971				—
The Outlet Shoppes at Atlanta		Woodstock, GA		Oct-33					7.85	%			79,330				79,330				—
												$	1,296,473			$	1,183,235			$	113,238
Weighted-average interest rate													5.03	%			4.72	%			8.26	%

(1)

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

(2)

The loan has two one-year extension options for a fully extended maturity date of May 1, 2026. Subsequent to March 31, 2024, the first one-year loan extension option was exercised.

(3)

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%.

(4)

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

(5)

As of March 31, 2024, CBL owns interests in 10 assets (8 malls and 2 outlet centers) with a pro rata share debt balance of $578,248 which have 100% of the cash flows from such properties restricted under the terms of the respective loan agreements. Of this amount, $546,204 of pro rata debt relates to malls and $32,044 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 three months ended March 31, 2024, CBL’s pro rata share of NOI was $108,812, of which NOI from cash trapped properties made up $15,266, with $14,130 relating to malls and $1,136 relating to outlet centers. For the three months ended March 31, 2023, CBL’s pro rata share of NOI was $105,011, of which NOI from cash trapped properties made up $16,811, with $15,876 relating to malls and $935 relating to outlet centers.

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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 Debt				CBL's Share of Unconsolidated Affiliates' Debt				Other Debt (1)				Noncontrolling Interests' Share of Consolidated Debt				CBL's Share of Consolidated, Unconsolidated and Other Debt				% of Total				Weighted Average Interest Rate
2021		$	—			$	—			$	41,122			$	—			$	41,122				1.57	%			5.83	%
2022			—				—				28,661				—				28,661				1.09	%			4.99	%
2024			—				102,572				—				—				102,572				3.92	%			4.40	%
2025			144,775				149,415				—				(22,000	)			272,190				10.40	%			5.86	%
2026			550,963				159,079				—				(9,104	)			700,938				26.76	%			4.81	%
2027			790,595				—				—				—				790,595				30.20	%			8.19	%
2028			—				177,078				—				—				177,078				6.76	%			5.55	%
2029			358,360				26,517				—				—				384,877				14.70	%			7.92	%
2030			—				1,448				—				—				1,448				0.06	%			6.11	%
2032			65,000				19,485				—				(5,533	)			78,952				3.02	%			5.74	%
2033			—				39,665				—				—				39,665				1.52	%			7.85	%
Face Amount of Debt		$	1,909,693			$	675,259			$	69,783			$	(36,637	)		$	2,618,098				100.00	%			6.53	%
Based on Original Maturity Dates:
Year		Consolidated Debt				CBL's Share of Unconsolidated Affiliates' Debt				Other Debt (1)				Noncontrolling Interests' Share of Consolidated Debt				CBL's Share of Consolidated, Unconsolidated and Other Debt				% of Total				Weighted Average Interest Rate
2021		$	—			$	—			$	41,122			$	—			$	41,122				1.57	%			5.83	%
2022			—				—				28,661				—				28,661				1.09	%			4.99	%
2024			117,181				178,187				—				—				295,368				11.28	%			4.08	%
2025			935,370				195,586				—				(22,000	)			1,108,956				42.36	%			7.62	%
2026			433,782				37,293				—				(9,104	)			461,971				17.64	%			4.83	%
2027			358,360				—				—				—				358,360				13.69	%			8.19	%
2028			—				177,078				—				—				177,078				6.76	%			5.55	%
2029			—				26,517				—				—				26,517				1.01	%			4.35	%
2030			—				1,448				—				—				1,448				0.06	%			6.11	%
2032			65,000				19,485				—				(5,533	)			78,952				3.02	%			5.74	%
2033			—				39,665				—				—				39,665				1.52	%			7.85	%
Face Amount of Debt		$	1,909,693			$	675,259			$	69,783			$	(36,637	)		$	2,618,098				100.00	%			6.53	%

(1)

During the year ended December 31, 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.

17

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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 March 31, 2024, 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 March 31, 2024, 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.

 

18

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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)

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

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

Valley View Mall

Roanoke, VA

West Towne Mall

Madison, WI

Westmoreland Mall

Greensburg, PA

Total Malls

$

372

$

394

90.2

%

90.4

%

Lifestyle Centers:

Mayfaire Town Center

Wilmington, NC

Pearland Town Center

Pearland, TX

Southaven Towne Center

Southaven, MS

Total Lifestyle Centers

$

388

$

406

89.7

%

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

98.8

%

98.7

%

Other

N/A

N/A

86.9

%

100.0

%

Total Term Loan Assets (HoldCo I)

$

375

$

396

90.7

%

91.3

%

CONSOLIDATED UNENCUMBERED

Malls:

Brookfield Square

Brookfield, WI

Dakota Square Mall

Minot, ND

Eastland Mall

Bloomington, IL

Laurel Park Place

Livonia, MI

Meridian Mall

Lansing, MI

Mid Rivers Mall

St. Peters, MO

Monroeville Mall

Pittsburgh, PA

Northpark Mall

Joplin, MO

Old Hickory Mall

Jackson, TN

Parkway Place

Huntsville, AL

South County Center

St. Louis, MO

St. Clair Square

Fairview Heights, IL

Stroud Mall

Stroudsburg, PA

York Galleria

York, PA

Total Malls

$

309

$

336

77.9

%

80.1

%

Open-Air Centers:

Annex at Monroeville

Pittsburgh, PA

The Promenade

D'Iberville, MS

N/A

N/A

99.8

%

98.7

%

Outparcels and Other

N/A

N/A

82.2

%

75.5

%

Total Consolidated Unencumbered

$

309

$

336

81.0

%

82.3

%

JOINT VENTURE ASSETS

Malls:

19

---

 

Property

Location

Sales Per Square Foot for the Trailing Twelve Months Ended (1)

In-Line Occupancy (2)

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

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

$

545

$

554

89.8

%

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

$

506

$

496

95.1

%

93.2

%

Lifestyle Centers:

Friendly Center and The Shops at Friendly

Greensboro, NC

$

598

$

598

91.0

%

90.1

%

Open-Air Centers:

Ambassador Town Center

Lafayette, LA

Coastal Grand Crossing

Myrtle Beach, SC

Fremaux Town Center

Slidell, LA

Governor's Square Plaza

Clarksville, TN

Hammock Landing

West Melbourne, FL

The Pavilion at Port Orange

Port Orange, FL

The Shoppes at Eagle Point

Cookeville, TN

York Town Center

York, PA

Total Open-Air Centers

N/A

N/A

93.6

%

95.7

%

Total Joint Venture Assets

$

539

$

541

92.3

%

92.9

%

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

$

418

$

448

91.5

%

93.1

%

Outlet Centers:

The Outlet Shoppes at Gettysburg

Gettysburg, PA

The Outlet Shoppes at Laredo

Laredo, TX

Total Outlet Centers

$

293

$

268

80.9

%

74.6

%

Lifestyle Centers:

Alamance Crossing West

Burlington, NC

N/A

N/A

100.0

%

73.7

%

Open-Air Centers:

CoolSprings Crossing

Nashville, TN

Courtyard at Hickory Hollow

Nashville, TN

Frontier Square

Cheyenne, WY

Gunbarrel Pointe

Chattanooga, TN

Hamilton Corner

Chattanooga, TN

Hamilton Crossing

Chattanooga, TN

Harford Annex

Bel Air, MD

The Landing at Arbor Place

Atlanta (Douglasville), GA

Parkdale Crossing

Beaumont, TX

The Plaza at Fayette

Lexington, KY

The Shoppes at Hamilton Place

Chattanooga, TN

The Shoppes at St. Clair Square

Fairview Heights, IL

Sunrise Commons

Brownsville, TX

The Terrace

Chattanooga, TN

West Towne Crossing

Madison, WI

20

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Property		Location		Sales Per Square Foot for the Trailing Twelve Months Ended (1)								In-Line Occupancy (2)
				March 31, 2024				March 31, 2023				March 31, 2024				March 31, 2023
WestGate Crossing		Spartanburg, SC
Total Open-Air Centers				N/A				N/A					94.2	%			94.7	%
Outparcels				N/A				N/A					99.4	%			92.4	%
Total Consolidated Encumbered Assets				$	399			$	419				91.7	%			91.5	%
Total Same-Center Portfolio				$	417			$	433				87.7	%			88.2	%
EXCLUDED PROPERTIES
Alamance Crossing East		Burlington, NC
Harford Mall		Bel Air, MD
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.

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

Operating Metrics - Three Months Ended March 31, 2024 at CBL Share
(Dollars in thousands)
	NOI				Capital Expenditures				Redevelopment				Unleveraged Cash Flow				Interest Expense				Non-Cash Interest Expense (1)				Amortization				Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls	$	27,668			$	(659	)		$	-			$	27,009			$	-			$	-			$	-			$	27,009
Lifestyle Centers		5,729				(339	)			-				5,390				-				-				-				5,390
Open-Air Centers		862				(29	)			-				833				-				-				-				833
Other		293				-				-				293				-				-				-				293
Term Loan Debt Service		-				-				-				-				(16,606	)			100				(9,319	)			(25,825	)
Total Term Loan Assets (HoldCo I)		34,552				(1,027	)			-				33,525				(16,606	)			100				(9,319	)			7,700
CONSOLIDATED UNENCUMBERED
Malls (2)		15,053				(1,228	)			-				13,825				(136	)			-				(150	)			13,539
Outlet Centers		(6	)			-				-				(6	)			-				-				-				(6	)
Open-Air Centers		2,767				-				-				2,767				-				-				-				2,767
Outparcels		36				-				-				36				-				-				-				36
Other		449				(446	)			-				3				-				-				-				3
Total Consolidated Unencumbered		18,299				(1,674	)			-				16,625				(136	)			-				(150	)			16,339
JOINT VENTURE ASSETS
Malls		10,295				(1,216	)			-				9,079				(3,467	)			161				(2,039	)			3,734
Outlet Centers		4,490				(437	)			-				4,053				(1,673	)			36				(485	)			1,931
Lifestyle Centers		2,940				(163	)			-				2,777				(1,235	)			41				(254	)			1,329
Open-Air Centers		4,971				(217	)			-				4,754				(3,129	)			79				(2,741	)			(1,037	)
Other		37				(12	)			-				25				(158	)			-				(30	)			(163	)
Total Joint Venture Assets		22,733				(2,045	)			-				20,688				(9,662	)			317				(5,549	)			5,794
CONSOLIDATED ENCUMBERED ASSETS
Malls		21,171				(2,406	)			(5	)			18,760				(13,122	)			4,281				(9,171	)			748
Outlet Centers		1,136				(25	)			-				1,111				(945	)			339				(237	)			268
Lifestyle Centers		515				-				-				515				(401	)			28				-				142
Open-Air Centers		6,094				(114	)			-				5,980				(4,018	)			244				-				2,206
Outparcels		4,312				(107	)			-				4,205				(3,815	)			269				-				659
Total Consolidated Encumbered Assets		33,228				(2,652	)			(5	)			30,571				(22,301	)			5,161				(9,408	)			4,023
Total Same-Center	$	108,812			$	(7,398	)		$	(5	)		$	101,409			$	(48,705	)		$	5,578			$	(24,426	)		$	33,856

(1)

Non-cash interest expense consists of the accretion of debt discounts and amortization of deferred financing costs.

(2)

In February 2024, the loan secured by Brookfield Square Anchor Redevelopment was paid off.

22

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

Operating Metrics - Three Months Ended March 31, 2023 at CBL Share
(Dollars in thousands)
	NOI				Capital Expenditures				Redevelopment				Unleveraged Cash Flow				Interest Expense				Non-Cash Interest Expense (1)				Amortization				Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls	$	26,165			$	(1,086	)		$	(720	)		$	24,359			$	-			$	-			$	-			$	24,359
Lifestyle Centers		5,433				(319	)			-				5,114				-				-				-				5,114
Open-Air Centers		768				(15	)			-				753				-				-				-				753
Other		209				-				-				209				-				-				-				209
Term Loan Debt Service		-				-				-				-				(15,089	)			99				(12,713	)			(27,703	)
Total Term Loan Assets (HoldCo I)		32,575				(1,420	)			(720	)			30,435				(15,089	)			99				(12,713	)			2,732
CONSOLIDATED UNENCUMBERED
Malls (2)		12,847				(1,050	)			-				11,797				(345	)			9				(225	)			11,236
Outlet Centers		(7	)			-				-				(7	)			-				-				-				(7	)
Open-Air Centers		2,090				-				-				2,090				-				-				-				2,090
Outparcels		47				-				-				47				-				-				-				47
Other		510				(92	)			-				418				-				-				-				418
Total Consolidated Unencumbered		15,487				(1,142	)			-				14,345				(345	)			9				(225	)			13,784
JOINT VENTURE ASSETS
Malls		10,117				(437	)			-				9,680				(3,399	)			33				(3,903	)			2,411
Outlet Centers		4,186				(206	)			-				3,980				(1,351	)			50				(784	)			1,895
Lifestyle Centers		3,045				(531	)			-				2,514				(631	)			9				(300	)			1,592
Open-Air Centers		4,889				(144	)			(281	)			4,464				(3,036	)			79				(2,418	)			(911	)
Other		66				-				-				66				(145	)			-				(30	)			(109	)
Total Joint Venture Assets		22,303				(1,318	)			(281	)			20,704				(8,562	)			171				(7,435	)			4,878
CONSOLIDATED ENCUMBERED ASSETS
Malls		22,679				(1,861	)			-				20,818				(14,368	)			5,982				(8,735	)			3,697
Outlet Centers		935				(28	)			-				907				(2,639	)			2,037				(237	)			68
Lifestyle Centers		490				-				-				490				(384	)			28				-				134
Open-Air Centers		6,172				(94	)			(65	)			6,013				(3,889	)			245				-				2,369
Outparcels		4,370				(237	)			(33	)			4,100				(3,657	)			270				-				713
Total Consolidated Encumbered Assets		34,646				(2,220	)			(98	)			32,328				(24,937	)			8,562				(8,972	)			6,981
Total Same-Center	$	105,011			$	(6,100	)		$	(1,099	)		$	97,812			$	(48,933	)		$	8,841			$	(29,345	)		$	28,375

(1)

Non-cash interest expense consists of the accretion of debt discounts and amortization of deferred financing costs.

(2)

In February 2024, the loan secured by Brookfield Square Anchor Redevelopment was paid off.

 

 

 

23

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

CBL & Associates HoldCo I, LLC - Consolidated Balance Sheet
(unaudited, in thousands)
		March 31, 2024				December 31, 2023
ASSETS
Real estate assets:
Land		$	174,157			$	174,157
Buildings and improvements			410,923				411,064
			585,080				585,221
Accumulated depreciation			(92,723	)			(85,464	)
			492,357				499,757
Developments in progress			1,196				571
Net investment in real estate assets			493,553				500,328
Cash			15,537				35,741
Receivables:
Tenant			14,110				16,464
Other			5,690				5,608
In-place leases, net			47,988				53,273
Above market leases, net			34,208				37,841
Other assets			7,856				6,344
		$	618,942			$	655,599
LIABILITIES AND EQUITY
Senior secured term loan, net of deferred financing costs		$	790,063			$	799,282
Below market leases, net			22,566				24,358
Accounts payable and accrued liabilities			29,893				38,621
Total liabilities			842,522				862,261
Owner's deficit			(223,580	)			(206,662	)
		$	618,942			$	655,599

 

CBL & Associates HoldCo I, LLC - Consolidated Income Statement
(unaudited, in thousands)
		Three Months Ended March 31,
		2024				2023
Revenues:
Rental revenues		$	48,693			$	49,785
Other			1,432				1,343
Total revenues			50,125				51,128
Expenses:
Property operating			(9,045	)			(9,445	)
Depreciation and amortization			(13,691	)			(20,195	)
Real estate taxes			(4,801	)			(5,089	)
Maintenance and repairs			(3,810	)			(4,703	)
Management fees			(2,250	)			(2,250	)
Total expenses			(33,597	)			(41,682	)
Other income (expenses):
Other income			246				121
Interest expense			(16,606	)			(15,097	)
Total other expenses			(16,360	)			(14,976	)
Net income (loss)		$	168			$	(5,530	)
Modified Cash NOI (1)		$	35,070			$	32,766
Interest Coverage Ratio (2)		2.2x				2.9x

(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 4, 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.

 

 

24

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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 Feet				Prior Gross Rent PSF				New Initial Gross Rent PSF				% Change Initial				New Average Gross Rent PSF (1)				% Change Average
Three Months Ended March 31, 2024:
All Property Types (2)			774,632			$	31.64			$	33.90				7.1	%		$	34.88				10.2	%
Malls, Lifestyle Centers & Outlet Centers			732,688				31.82				34.04				7.0	%			34.94				9.8	%
New leases			87,387				21.79				41.81				91.9	%			45.60				109.3	%
Renewal leases			645,301				33.18				32.99				(0.6	)%			33.50				1.0	%

 

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 March 31, 2024:
Operating portfolio:								As of March 31,				As of March 31,
New leases			222,370					2024				2023
Renewal leases			924,431			Same-center Malls, Lifestyle & Outlet Centers		$	31.07			$	30.04
Development portfolio:						Total Malls			31.42				30.45
New leases			—			Total Lifestyle Centers			30.69				29.19
Renewal leases			—			Total Outlet Centers			29.12				27.78
Total leased			1,146,801			Total Malls, Lifestyle & Outlet Centers			31.07				30.04
						Open-Air Centers			15.47				15.31
						Other			20.61				19.82

(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 March 31, 2024, including the impact of any rent concessions. Average base rents for open-air centers and office buildings include all leased space, regardless of size.

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

For the Three Months Ended March 31, 2024 Based on Commencement Date

		Number of Leases				Square Feet				Term (in years)				Initial Rent PSF				Average Rent PSF				Expiring Rent PSF				Initial Rent Spread								Average Rent Spread
Commencement 2024:
New			47				168,458				6.94			$	35.89			$	39.16			$	22.92			$	12.97				56.6	%		$	16.24				70.9	%
Renewal			418				1,447,402				2.69				33.90				34.39				34.92				(1.02	)			(2.9	)%			(0.53	)			(1.5	)%
Commencement 2024 Total			465				1,615,860				3.12				34.10				34.88				33.67				0.43				1.3	%			1.21				3.6	%
Commencement 2025:
New			4				3,643				10.00				109.73				125.57				66.08				43.65				66.1	%			59.49				90.0	%
Renewal			26				81,380				3.33				38.91				40.09				36.05				2.86				7.9	%			4.04				11.2	%
Commencement 2025 Total			30				85,023				4.22				41.94				43.75				37.34				4.60				12.3	%			6.41				17.2	%
Total 2024/2025			495				1,700,883				3.18			$	34.50			$	35.33			$	33.85			$	0.65				1.9	%		$	1.48				4.4	%

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Top 25 Tenants Based On Percentage Of Total Annualized Revenues

		Tenant		Number of Stores				Square Feet				Percentage of Total Revenues (1)
1		Victoria's Secret & Co.			48				393,070				2.70	%
2		Signet Jewelers Ltd. (2)			108				165,455				2.68	%
3		Dick's Sporting Goods, Inc. (3)			26				1,662,221				2.39	%
4		Foot Locker, Inc.			64				312,616				2.23	%
5		American Eagle Outfitters, Inc.			60				363,615				2.14	%
6		Bath & Body Works, Inc.			57				235,092				1.92	%
7		Finish Line, Inc.			37				206,409				1.65	%
8		Genesco Inc. (4)			76				152,215				1.55	%
9		The Buckle, Inc.			34				176,604				1.23	%
10		Cinemark Corp.			9				467,190				1.23	%
11		Luxottica Group S.P.A. (5)			78				174,559				1.23	%
12		The Gap Inc.			42				513,428				1.18	%
13		Sycamore Partners (6)			75				325,107				1.11	%
14		Hot Topic, Inc.			100				251,394				1.02	%
15		The TJX Companies, Inc. (7)			19				542,607				0.95	%
16		Shoe Show, Inc.			28				357,714				0.89	%
17		Claire's Stores, Inc.			68				85,302				0.85	%
18		Express Fashions			27				219,691				0.85	%
19		Barnes & Noble, Inc.			16				457,337				0.84	%
20		Spencer Spirit Holdings, Inc.			47				110,033				0.83	%
21		H & M Hennes & Mauritz AB			38				803,797				0.80	%
22		Ulta Salon, Cosmetics & Fragrance, Inc.			23				237,961				0.75	%
23		Abercrombie & Fitch, Co.			28				189,942				0.75	%
24		Focus Brands LLC (8)			65				46,995				0.72	%
25		The Children's Place, Inc.			32				139,992				0.65	%
					1,205				8,590,346				33.14	%

(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. Includes a former Sears lease acquired by Dick's Sporting Goods, Inc. for future redevelopment.

(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)

Sycamore Partners operates Ann Taylor, Chico's, Lane Bryant, Lane Bryant (Cacique), Lane Bryant Outlet, Loft, Soma Intimates and White House Black Market.

(7)

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

(8)

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

Capital Expenditures

(In thousands)

 

		Three Months Ended March 31,
		2024				2023
Tenant allowances (1)		$	1,982			$	3,574
Deferred maintenance: (2)
Parking lot and parking lot lighting			280				331
Roof replacements			948				537
Other capital expenditures			4,189				1,658
Total deferred maintenance expenditures			5,417				2,526
Total capital expenditures		$	7,399			$	6,100

(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.

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Properties Under Development at March 31, 2024

(Dollars in thousands)

										CBL's Share of
Property		Location		CBL Ownership Interest		Total Project Square Feet				Total Cost (1)				Cost to Date (2)				2024 Cost				Expected Opening Date		Initial Unleveraged Yield
Outparcel Development:
Mayfaire Town Center - hotel development		Wilmington, NC		49%			83,021			$	15,435			$	4,065			$	867			Summer '25		11.0%
Redevelopments:
Hamilton Place - Crunch Fitness		Chattanooga, TN		100%			36,640				2,648				1,860				5			Summer '24		23.3%
Total Properties Under Development							119,661			$	18,083			$	5,925			$	872

(1)

Total Cost is presented net of reimbursements to be received.

(2)

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

27

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Document And Entity Information	May 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2024
Entity Registrant Name	CBL & ASSOCIATES PROPERTIES, INC.
Entity Central Index Key	0000910612
Entity Emerging Growth Company	false
Entity File Number	1-12494
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	62-1545718
Entity Address, Address Line One	2030 Hamilton Place Blvd., Suite 500
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421-6000
City Area Code	423
Local Phone Number	855-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	CBL
Security Exchange Name	NYSE

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