Press Release

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL Properties (NYSE: CBL) announced results for the third quarter ended September 30, 2021. 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,
		2021				2020				%				2021				2020				%
Net loss attributable to common shareholders per diluted share		$	(0.21	)		$	(0.28	)			25.0	%		$	(0.39	)		$	(1.43	)			72.7	%
Funds from Operations ("FFO") per diluted share		$	0.37			$	0.06				516.7	%		$	1.07			$	0.28				282.1	%
FFO, as adjusted, per diluted share (1)		$	0.47			$	0.04				1,075.0	%		$	1.21			$	0.32				278.1	%

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

KEY TAKEAWAYS:

• On November 1, CBL successfully completed its Chapter 11 reorganization. CBL emerged with a significantly improved capital structure, greater financial flexibility and a lowered cost of capital, positioning the company to pursue future growth opportunities.
• Following emergence from Bankruptcy on November 1, 2021, and $60 million redemption of 10% Notes, on a consolidated basis, the company had approximately $260 million available in unrestricted cash and marketable securities.
• Total portfolio same-center Net Operating Income (“NOI”) increased 26.5% for the three months ended September 30, 2021. Total portfolio same-center NOI for the nine months ended September 30, 2021, increased 6.7%.
• Sales for the third quarter and the nine-months ended September 30, 2021, increased 17% as compared with the third quarter and nine-months ended September 30, 2019.
• Portfolio occupancy as of September 30, 2021, was 88.4%, representing a 140-basis point improvement from the sequential quarter and a 180-basis point improvement compared with 86.6% as of September 30, 2020. Same-center mall occupancy was 86.3% as of September 30, 2021, representing a 110-basis point increase sequentially and an 80-basis point improvement compared with 85.5% as of September 30, 2020.
• FFO, as adjusted, per diluted share, was $0.47 for the third quarter 2021, compared with $0.04 per share for the third quarter 2020. The increase in FFO, as adjusted, per diluted share, as compared with the prior year period is principally a result of $0.21 per diluted share lower net interest expense and an $0.18 per diluted share positive variance in the estimate for uncollectable revenues, rent abatements and write-offs for past due rents. The positive variance in the estimate for uncollectable revenues, abatements and write-offs for past due rents was primarily a result of the tenant accommodations that were made in the prior-year period due to the impact of the pandemic. The third quarter 2021 also benefited from a $0.06 per diluted share positive variance from undeclared preferred dividends accrued in the prior year period.

“We are at an exciting time for CBL. Fresh from our successful emergence from bankruptcy, the entire CBL organization is energized to execute on our strategy and take advantage of our significantly enhanced balance sheet and free cash flow,” said Stephen Lebovitz, Chief Executive Officer. “We have seen an improving operating environment in 2021 and it is the ideal time to focus on new opportunities, including refinancing our high-interest rate secured notes and property-level loans, creating value across our portfolio from available land and new partnerships, and other growth strategies. We are primed and ready to bring to life the vision we have for the new CBL.

“Our portfolio performance in the third quarter was above expectations, as healthy traffic and sales growth fueled a strong rebound. Improvements in the leasing environment, including increasing tenant demand and lower bankruptcy-related store closures, drove healthy occupancy growth as new leases signed year-to-date took occupancy. It is worth noting that we achieved our first quarter of year-over-year occupancy growth since the first quarter of 2019. Lease spreads also improved from prior quarters. Robust sales by retailers are leading to higher levels of percentage rent, one driver of better NOI results. We have successfully held expenses in check despite inflation pressures.

“As we say on the home page of our new website, which we debuted last week in conjunction with our emergence, we are redefining what the mall means to our communities by combining retail, dining, entertainment, and other mixed uses. We made progress this quarter in bringing this vision to life through anchor redevelopments, adding new uses that drive increased traffic and new customers. Highly productive Scheel’s All Sports commenced construction on their newly expanded store at Dakota Square, following their acquisition of the former Sears last month. Entertainment user, Main Event, is under construction in a portion of the former Sears at Sunrise Mall. We completed the sale of a former Sears at Harford Mall, which will be redeveloped into a future grocery store, and we sold a parcel of excess parking at Monroeville Mall for development into a future VA Center. At York Galleria, we recently opened Hollywood Casino and Life Storage is developing a new facility in a former anchor space. As outlined in our department store update in the supplemental, we are actively in negotiation or finalizing deals that will continue this significant progress.

“Take a fresh look at CBL. Our new capital structure allows us to pursue opportunities both within our portfolio and externally to create value for stakeholders. We have a new, highly engaged Board that brings fresh perspective. And the CBL management team is more committed than ever to the success and growth of the company.”

FINANCIAL RESULTS

Net loss attributable to common shareholders for the three months ended September 30, 2021 was $41.7 million, or a loss of $0.21 per diluted share, compared with net loss of $54.1 million, or a loss of $0.28 per diluted share, for the three months ended September 30, 2020. Net loss for the third quarter 2021 was also impacted by a $63.2 million loss on impairment of real estate to write down the carrying value of Parkdale Mall and Crossing, Laurel Park and a land parcel to their estimated fair values.

Net loss attributable to common shareholders for the nine months ended September 30, 2021 was $77.4 million, or a loss of $0.39 per diluted share, compared with net loss of $269.4 million, or a loss of $1.43 per diluted share, for the nine months ended September 30, 2020.

FFO, as adjusted, allocable to common shareholders, for the three months ended September 30, 2021 was $92.9 million, or $0.47 per diluted share, compared with $8.6 million, or $0.04 per diluted share, for the three months ended September 30, 2020. FFO, as adjusted, allocable to the Operating Partnership common unitholders, for the three months ended September 30, 2021 was $95.3 million compared with $9.0 million for the three months ended September 30, 2020.

FFO, as adjusted, allocable to common shareholders, for the nine months ended September 30, 2021 was $237.3 million, or $1.21 per diluted share, compared with $61.1 million, or $0.32 per diluted share, for the nine months ended September 30, 2020. FFO, as adjusted, allocable to the Operating Partnership common unitholders, for the nine months ended September 30, 2021 was $243.5 million compared with $65.5 million for the nine months ended September 30, 2020.

Percentage change in same-center Net Operating Income (“NOI”) (1):
		Three Months Ended September 30,		Nine Months Ended September 30,
		2021		2021
Portfolio same-center NOI		26.5%		6.7%
Mall same-center NOI		29.9%		7.2%

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

Major variances impacting same-center NOI for the three months ended September 30, 2021, include:

• Same-center NOI increased $23.5 million, due to a $27.4 million increase in total revenues partially offset by a $3.9 million increase in operating expenses.
• Rental revenues increased $26.8 million, including a $25.0 million increase in minimum and other rents, a $3.1 million increase in percentage rents and a $1.3 million decline in tenant reimbursements. The increase in rental revenues for the quarter was primarily due to the $26.4 million positive variance from uncollectable revenues and abatements. The total estimate for uncollectable revenues and abatements for the third quarter 2021 was a net reversal of $0.3 million compared with a total write-off of $26.1 million in the prior year period.
• Property operating expenses increased $4.9 million compared with the prior year, primarily due to the return to full operations following the reopening of CBL’s portfolio. Maintenance and repair expenses increased $1.6 million. Real estate tax expenses declined by $2.2 million, partially offsetting the above increases.

COVID-19 RENT COLLECTION UPDATE

The Company has collected 93% of related gross rents for the period April 2020 through September 2021. As of October 2021, CBL had deferred approximately $45.8 million in rents. Of the approximately 72% of the deferred amounts billed to-date, CBL has collected nearly 97%.

LIQUIDITY

Following emergence from Bankruptcy on November 1, 2021, and $60 million redemption of 10% Notes, on a consolidated basis, the company had approximately $260 million available in unrestricted cash and marketable securities.

PORTFOLIO OPERATIONAL RESULTS
Occupancy(1):
		As of September 30,
		2021		2020
Total portfolio		88.4%		86.6%
Malls:
Total Mall portfolio		86.3%		85.0%
Same-center Malls		86.3%		85.5%
Stabilized Malls		86.3%		85.4%
Associated centers		94.8%		89.1%
Community centers		94.5%		94.4%

(1)	Occupancy for malls represents percentage of mall store gross leasable area under 20,000 square feet occupied. Occupancy for associated and community 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 September 30,		Nine Months Ended September 30,
		2021		2021
Stabilized Malls		(12.2)%		(17.5)%
New leases		(20.3)%		(18.4)%
Renewal leases		(10.4)%		(17.3)%

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

Sales for the third quarter 2021 increased 17% as compared with the third quarter 2019, with all but two of CBL’s 54 reporting malls demonstrating an increase over the comparable period. For the nine months ended September 30, 2021, sales increased 17% as compared with the nine months ended September 30, 2019. Due to the temporary mall and store closures that occurred in 2020, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, CBL is not able to provide a complete measure of sales for the trailing twelve-month period.

FINANCING ACTIVITY AND LENDER DISCUSSIONS

On November 1, 2021, pursuant to the Chapter 11 Plan of Reorganization, the Company issued $455 million of 10% senior secured notes (the “10% Notes”) and $150 million of 7% convertible senior secured notes (the “7% Notes”), including $50 million in notes issued in exchange for new money. CBL also entered into a new $883.7 million term loan on November 1, 2021, which replaced the Company’s previous credit facility.

On November 8, 2021, the Company completed the redemption of $60 million of 10% Notes. Following the redemption, the Company has $395 million in 10% Notes outstanding.

CBL anticipates cooperating with conveyance or foreclosure proceedings for EastGate Mall in Cincinnati, OH ($30.1 million), Asheville Mall in Asheville, NC ($62.1 million) and Parkdale Mall in Beaumont, TX ($70.5 million). Asheville Mall was deconsolidated during the first quarter 2021. CBL no longer controls the property following its transfer to receivership. EastGate Mall and Parkdale Mall are expected to be transferred into receivership in the near future. In October, the foreclosure of Park Plaza in Little Rock, AR ($76.8 million) was completed.

Subsequent to September 30, 2021, Brookfield Square Anchor S, LLC filed for bankruptcy, which is the borrower under the $27.5 million recourse term loan. The Company has entered in a confidential mediation under bankruptcy court order with the lender.

CBL is also in discussions with the lender on modification of the $36.0 million recourse loan secured by The Outlet Shoppes at Gettysburg in Gettysburg, PA, which is in default.

CBL is in the process of negotiating extensions and modifications of the remaining property level mortgage loans with maturities in 2021 and 2022.

RESTRUCTURING UPDATE

On November 1, 2021, CBL emerged from bankruptcy and entered a notice of Effective Date for the Company’s Plan of Reorganization. The notice and other documents related to the proceedings, can be found at https://dm.epiq11.com/case/cblproperties/info.

DISPOSITIONS

In July 2021, CBL completed the sale of the former Sears location at Dakota Square Mall in Minot, ND to Scheel’s for $4.0 million. Scheel’s plans to expand the former Sears building to approximately 100,000-square-feet to accommodate their new prototype and relocate from their existing location in the mall to the new store. Additionally, in July, CBL sold a former department store in Cincinnati, Ohio for $5.5 million, for redevelopment into a future grocer.

In September, CBL completed the sale of a parcel of excess parking at Monroeville Mall in Monroeville, PA, to a developer for the construction of a future VA center. The gross sales price was $3.5 million.

In October 2021, CBL completed the sale of a former Sears store at Harford Mall in Bel Air, MD, for $5.0 million and the sale of 62 residential units at Pearland Town Center in Houston, TX, for $8.75 million.

Year-to-date, CBL has generated $35.3 million in gross proceeds from asset sales.

DEVELOPMENT AND LEASING PROGRESS

During the third quarter, Hollywood Casino at York Galleria in York, PA held its grand opening. Hobby Lobby at West Towne Mall in Madison, WI, celebrated its grand opening recently and Rooms to Go at Cross Creek in Fayetteville, NC will open later this year.

Construction recently commenced on a new LifeStorage facility at York Galleria in York, PA in a former anchor location. Entertainment user, Main Event, is under construction in a portion of the former Sears at Sunrise Mall in Brownsville, TX. Scheel’s All Sports commenced construction on an expanded store at Dakota Square in Minot, ND, following their acquisition of the former Sears last month.

Additional offerings, including new restaurants, fitness, hotel and other uses are planned or under negotiation and will be announced as details are finalized.

Detailed project information is available in CBL’s Financial Supplement for Q3 2021, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

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 portfolio is comprised of 104 properties totaling 63.9 million square feet across 24 states, including 62 high-quality enclosed, outlet and open-air retail centers and five properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

NON-GAAP FINANCIAL MEASURES
Funds From Operations

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

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

The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.

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

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

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 8 of this news release for a description of these adjustments.

Same-center Net Operating Income

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

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

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

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including 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
For the Three and Nine Months Ended September 30, 2021 and 2020
Consolidated Statements of Operations
(Unaudited; in thousands, except per share amounts)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
REVENUES:
Rental revenues		$	145,539			$	124,081			$	405,030			$	405,476
Management, development and leasing fees			1,780				2,104				4,888				5,251
Other			3,056				3,712				10,202				10,955
Total revenues			150,375				129,897				420,120				421,682
EXPENSES:
Property operating			(23,818	)			(20,396	)			(65,243	)			(63,011	)
Depreciation and amortization			(46,479	)			(53,477	)			(142,090	)			(162,042	)
Real estate taxes			(13,957	)			(17,215	)			(45,618	)			(53,500	)
Maintenance and repairs			(9,482	)			(8,425	)			(29,047	)			(25,675	)
General and administrative			(13,502	)			(25,497	)			(37,383	)			(62,060	)
Loss on impairment			(63,160	)			(46	)			(120,342	)			(146,964	)
Litigation settlement			89				2,480				890				2,480
Other			(104	)			—				(391	)			(400	)
Total expenses			(170,413	)			(122,576	)			(439,224	)			(511,172	)
OTHER INCOME (EXPENSES):
Interest and other income			510				1,975				2,038				5,263
Interest expense (unrecognized contractual interest expense was $45,344 and $135,162 for the three and nine months ended September 30, 2021, respectively)			(19,039	)			(61,137	)			(65,468	)			(160,760	)
Gain on extinguishment of debt			—				15,407				—				15,407
Gain on deconsolidation			—				—				55,131				—
Gain (loss) on sales of real estate assets			8,684				(55	)			8,492				2,708
Reorganization items			(12,008	)			—				(52,014	)			—
Income tax benefit (provision)			1,234				(546	)			(222	)			(17,189	)
Equity in losses of unconsolidated affiliates			(2,224	)			(7,389	)			(9,575	)			(12,450	)
Total other expenses			(22,843	)			(51,745	)			(61,618	)			(167,021	)
Net loss			(42,881	)			(44,424	)			(80,722	)			(256,511	)
Net loss attributable to noncontrolling interests in:
Operating Partnership			1,085				609				2,013				19,100
Other consolidated subsidiaries			76				937				1,344				1,631
Net loss attributable to the Company			(41,720	)			(42,878	)			(77,365	)			(235,780	)
Preferred dividends undeclared			—				(11,223	)			—				(33,669	)
Net loss attributable to common shareholders		$	(41,720	)		$	(54,101	)		$	(77,365	)		$	(269,449	)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders		$	(0.21	)		$	(0.28	)		$	(0.39	)		$	(1.43	)
Weighted-average common and potential dilutive common shares outstanding			196,454				193,481				196,474				188,211

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Nine Months Ended September 30, 2021 and 2020
The Company's reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows: (in thousands, except per share data)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Net loss attributable to common shareholders		$	(41,720	)		$	(54,101	)		$	(77,365	)		$	(269,449	)
Noncontrolling interest in loss of Operating Partnership			(1,085	)			(609	)			(2,013	)			(19,100	)
Depreciation and amortization expense of:
Consolidated properties			46,479				53,477				142,090				162,042
Unconsolidated affiliates			13,480				14,437				40,466				41,967
Non-real estate assets			(416	)			(702	)			(1,448	)			(2,431	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(571	)			(1,118	)			(1,710	)			(2,829	)
Loss on impairment			63,160				46				120,342				146,964
(Gain) loss on depreciable property			(4,836	)			—				(4,836	)			25
FFO allocable to Operating Partnership common unitholders			74,491				11,430				215,526				57,189
Litigation settlement (1)			(89	)			(2,480	)			(890	)			(2,480	)
Non-cash default interest expense (2)			8,919				2,519				31,965				5,412
Gain on deconsolidation (3)			—				—				(55,131	)			—
Reorganization items (4)			12,008				—				52,014				—
Prepetition charges (5)			—				12,913				—				20,770
Gain on extinguishment of debt (6)			—				(15,407	)			—				(15,407	)
FFO allocable to Operating Partnership common unitholders, as adjusted		$	95,329			$	8,975			$	243,484			$	65,484
FFO per diluted share		$	0.37			$	0.06			$	1.07			$	0.28
FFO, as adjusted, per diluted share		$	0.47			$	0.04			$	1.21			$	0.32
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted			201,559				201,690				201,587				201,551

(1)	For the three and nine months ended September 30, 2021 and 2020, represents a credit to litigation settlement expense related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.
(2)	The three and nine months ended September 30, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, as well as loans secured by properties that are in default due to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code. The three and nine months ended September 30, 2020 includes default interest expense related to Greenbrier Mall, Hickory Point Mall, EastGate Mall, Asheville Mall, Burnsville Center and Park Plaza.
(3)	During the nine months ended September 30, 2021, the Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.
(4)	For the three and nine months ended September 30, 2021, reorganization items represent costs incurred subsequent to the Company filing voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas associated with the Company’s reorganization efforts, which consists of professional fees, legal fees, retention bonuses and U.S. Trustee fees.
(5)	For the three and nine months ended September 30, 2020, represents professional fees related to the Company’s negotiations with the administrative agent and lenders under the secured credit facility and certain holders of the Company’s senior unsecured notes regarding a restructure of such indebtedness prior to the filing of voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020.
(6)	The three and nine months ended September 30, 2020 includes a gain on extinguishment of debt related to the non-recourse loan secured by Hickory Point Mall, which was conveyed to the lender in the third quarter of 2020.

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Nine Months Ended September 30, 2021 and 2020
The reconciliation of diluted EPS to FFO per diluted share is as follows:
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Diluted EPS attributable to common shareholders		$	(0.21	)		$	(0.28	)		$	(0.39	)		$	(1.43	)
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			0.29				0.34				0.89				0.99
Loss on impairment			0.31				—				0.59				0.72
Gain on depreciable property			(0.02	)			—				(0.02	)			—
FFO per diluted share		$	0.37			$	0.06			$	1.07			$	0.28

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
FFO allocable to Operating Partnership common unitholders		$	74,491			$	11,430			$	215,526			$	57,189
Percentage allocable to common shareholders (1)			97.47	%			95.93	%			97.46	%			93.38	%
FFO allocable to common shareholders		$	72,606			$	10,965			$	210,052			$	53,403
FFO allocable to Operating Partnership common unitholders, as adjusted		$	95,329			$	8,975			$	243,484			$	65,484
Percentage allocable to common shareholders (1)			97.47	%			95.93	%			97.46	%			93.38	%
FFO allocable to common shareholders, as adjusted		$	92,917			$	8,610			$	237,300			$	61,149

(1)

Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 14.

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Nine Months Ended September 30, 2021 and 2020
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees		$	2,051			$	1,722			$	3,329			$	3,375
Per share		$	0.01			$	0.01			$	0.02			$	0.02
Straight-line rental income adjustment		$	2,711			$	(2,891	)		$	(1,146	)		$	(1,972	)
Per share		$	0.01			$	(0.01	)		$	(0.01	)		$	(0.01	)
Gain (loss) on outparcel sales, net of taxes		$	3,864			$	(55	)		$	3,655			$	2,733
Per share		$	0.02			$	—			$	0.02			$	0.01
Net amortization of acquired above- and below-market leases		$	60			$	229			$	185			$	1,341
Per share		$	—			$	—			$	—			$	0.01
Net amortization of debt premiums and discounts		$	—			$	353			$	—			$	1,040
Per share		$	—			$	—			$	—			$	0.01
Income tax benefit (provision)		$	1,234			$	(546	)		$	(222	)		$	(17,189	)
Per share		$	0.01			$	—			$	—			$	(0.09	)
Gain on extinguishment of debt		$	—			$	15,407			$	—			$	15,407
Per share		$	—			$	0.08			$	—			$	0.08
Non-cash default interest expense (property-level loans)		$	(8,919	)		$	(2,519	)		$	(31,965	)		$	(5,412	)
Per share		$	(0.04	)		$	(0.01	)		$	(0.16	)		$	(0.03	)
Abandoned projects expense		$	(104	)		$	—			$	(391	)		$	(400	)
Per share		$	—			$	—			$	—			$	—
Interest capitalized		$	—			$	438			$	32			$	1,530
Per share		$	—			$	—			$	—			$	0.01
Litigation settlement		$	89			$	2,480			$	890			$	2,480
Per share		$	—			$	0.01			$	—			$	0.01
Incremental credit facility interest expense related to imposition of default rate		$	—			$	(14,499	)		$	—			$	(19,311	)
Per share		$	—			$	(0.07	)		$	—			$	(0.10	)
Prepetition charges		$	—			$	(12,913	)		$	—			$	(20,770	)
Per share		$	—			$	(0.06	)		$	—			$	(0.10	)
Estimate of uncollectable revenues		$	4,444			$	(13,132	)		$	(6,068	)		$	(59,009	)
Per share		$	0.02			$	(0.07	)		$	(0.03	)		$	(0.29	)
										As of September 30,
										2021				2020
Straight-line rent receivable										$	50,609			$	53,421

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Nine Months Ended September 30, 2021 and 2020
Same-center Net Operating Income
(Dollars in thousands)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Net loss		$	(42,881	)		$	(44,424	)		$	(80,722	)		$	(256,511	)
Adjustments:
Depreciation and amortization			46,479				53,477				142,090				162,042
Depreciation and amortization from unconsolidated affiliates			13,480				14,437				40,466				41,967
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(571	)			(1,118	)			(1,710	)			(2,829	)
Interest expense			19,039				61,137				65,468				160,760
Interest expense from unconsolidated affiliates			10,647				8,646				31,008				24,001
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(663	)			(570	)			(2,508	)			(1,726	)
Abandoned projects expense			104				—				391				400
(Gain) loss on sales of real estate assets			(8,684	)			55				(8,492	)			(2,708	)
Gain on sales of real estate assets of unconsolidated affiliates			(70	)			—				(70	)			—
Gain on extinguishment of debt			—				(15,407	)			—				(15,407	)
Gain on deconsolidation			—				—				(55,131	)			—
Loss on impairment			63,160				46				120,342				146,964
Litigation settlement			(89	)			(2,480	)			(890	)			(2,480	)
Reorganization items			12,008				—				52,014				—
Income tax (benefit) provision			(1,234	)			546				222				17,189
Lease termination fees			(2,051	)			(1,722	)			(3,329	)			(3,375	)
Straight-line rent and above- and below-market lease amortization			(2,771	)			2,662				961				631
Net loss attributable to noncontrolling interests in other consolidated subsidiaries			76				937				1,344				1,631
General and administrative expenses			13,502				25,497				37,383				62,060
Management fees and non-property level revenues			(1,344	)			(4,415	)			(7,135	)			(9,746	)
Operating Partnership's share of property NOI			118,137				97,304				331,702				322,863
Non-comparable NOI			(5,843	)			(8,517	)			(17,037	)			(28,088	)
Total same-center NOI (1)		$	112,294			$	88,787			$	314,665			$	294,775
Total same-center NOI percentage change			26.5	%							6.7	%

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
For the Three and Nine Months Ended September 30, 2021 and 2020
Same-center Net Operating Income
(Continued)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020
Malls		$	98,202			$	75,577			$	274,254			$	255,863
Associated centers			7,189				7,184				20,614				20,475
Community centers			5,667				4,982				16,146				15,086
Offices and other			1,236				1,044				3,651				3,351
Total same-center NOI (1)		$	112,294			$	88,787			$	314,665			$	294,775
Percentage Change:
Malls			29.9	%							7.2	%
Associated centers			0.1	%							0.7	%
Community centers			13.7	%							7.0	%
Offices and other			18.4	%							9.0	%
Total same-center NOI (1)			26.5	%							6.7	%

(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). Same-center 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, 2021, 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, 2021. 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
As of September 30, 2021 and 2020
Company's Share of Consolidated and Unconsolidated Debt
(Dollars in thousands)
		As of September 30, 2021
		Fixed Rate				Variable Rate				Total per Debt Schedule				Unamortized Deferred Financing Costs (1)				Total
Consolidated debt (2)		$	2,330,175			$	1,181,787			$	3,511,962			$	(3,202	)		$	3,508,760
Noncontrolling interests' share of consolidated debt			(29,563	)			—				(29,563	)			225				(29,338	)
Company's share of unconsolidated affiliates' debt			615,166				127,337				742,503				(2,404	)			740,099
Other debt (3)			138,926				—				138,926				—				138,926
Company's share of consolidated, unconsolidated and other debt		$	3,054,704			$	1,309,124			$	4,363,828			$	(5,381	)		$	4,358,447
Weighted-average interest rate			5.04	%			8.52	%	(4)		6.09	%
		As of September 30, 2020
		Fixed Rate				Variable Rate				Total per Debt Schedule				Unamortized Deferred Financing Costs				Total
Consolidated debt		$	2,560,364			$	1,183,186			$	3,743,550			$	(13,864	)		$	3,729,686
Noncontrolling interests' share of consolidated debt			(30,275	)			—				(30,275	)			288				(29,987	)
Company's share of unconsolidated affiliates' debt			625,806				122,486				748,292				(2,594	)			745,698
Company's share of consolidated and unconsolidated debt		$	3,155,895			$	1,305,672			$	4,461,567			$	(16,170	)		$	4,445,397
Weighted-average interest rate			5.06	%			8.52	%			6.07	%

(1)	Unamortized deferred financing costs of $2,310 and $1,256 for certain consolidated and the Company’s share of unconsolidated property-level, non-recourse mortgage loans, respectively, may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished.
(2)	Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of September 30, 2021.
(3)	During the nine months ended September 30, 2021, the Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.
(4)	The administrative agent informed the Company that interest will accrue on all outstanding obligations at the post-default rate, which is equal to the rate that otherwise would be in effect plus 5.0%. The post-default interest rate at September 30, 2021 was 9.50%. In accordance with ASC 852, Reorganizations, which limits the recognition of interest expense during a bankruptcy proceeding to only amounts that will be paid during the bankruptcy proceeding or that are probable of becoming allowed claims, interest has not been accrued on the secured credit facility subsequent to the filing of voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas beginning on November 1, 2020. On November 1, 2021, an affiliate of the Company entered into an amended and restated credit agreement, which amended the pre-emergence secured credit facility.

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of September 30, 2021 and 2020
Total Market Capitalization as of September 30, 2021
(In thousands, except stock price)
		Shares Outstanding (1)				Stock Price (2)
Common stock and Operating Partnership units			201,555			$	0.18
7.375% Series D Cumulative Redeemable Preferred Stock			1,815				250.00
6.625% Series E Cumulative Redeemable Preferred Stock			690				250.00

(1)

On the November 1, 2021, by operation of the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) (as modified at Docket No. 1521), all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company, including the REIT’s common stock, and the REIT’s preferred stock and related depositary shares, issued and outstanding immediately prior to November 1, 2021, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect. On November 2, 2021, the newly issued common stock of the Company commenced trading on the NYSE under the symbol CBL.

(2)

Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on September 30, 2021 on the OTC Markets, operated by the OTC Markets Group, Inc. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.

Reconciliation of Shares and Operating Partnership Units Outstanding
(In thousands)
		Three Months Ended September 30,								Nine Months Ended September 30,
		Basic				Diluted				Basic				Diluted
2021:
Weighted-average shares - EPS			196,454				196,454				196,474				196,474
Weighted-average Operating Partnership units			5,105				5,105				5,113				5,113
Weighted-average shares - FFO			201,559				201,559				201,587				201,587
2020:
Weighted-average shares - EPS			193,481				193,481				188,211				188,211
Weighted-average Operating Partnership units			8,209				8,209				13,340				13,340
Weighted-average shares - FFO			201,690				201,690				201,551				201,551

CBL & Associates Properties, Inc.
Supplemental Financial and Operating Information
As of September 30, 2021 and December 31, 2020
Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
		As of
		September 30, 2021				December 31, 2020
ASSETS
Real estate assets:
Land		$	643,331			$	695,711
Buildings and improvements			4,867,017				5,135,074
			5,510,348				5,830,785
Accumulated depreciation			(2,251,613	)			(2,241,421	)
			3,258,735				3,589,364
Developments in progress			15,065				28,327
Held for sale			6,239				—
Net investment in real estate assets			3,280,039				3,617,691
Cash and cash equivalents			267,982				61,781
Available-for-sale securities - at fair value (amortized cost of $99,991 and $233,053 as of September 30, 2021 and December 31, 2020, respectively)			99,998				233,071
Receivables:
Tenant			72,574				103,655
Other			4,050				5,958
Mortgage and other notes receivable			1,696				2,337
Investments in unconsolidated affiliates			249,313				279,355
Intangible lease assets and other assets			252,495				139,892
		$	4,228,147			$	4,443,740
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net		$	1,019,084			$	1,184,831
Accounts payable and accrued liabilities			203,069				173,387
Total liabilities not subject to compromise			1,222,153				1,358,218
Liabilities subject to compromise			2,551,686				2,551,490
Commitments and contingencies
Redeemable noncontrolling interests			(871	)			(265	)
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding			18				18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding			7				7
Common stock, $.01 par value, 350,000,000 shares authorized, 197,630,693 and 196,569,917 issued and outstanding in 2021 and 2020, respectively			1,976				1,966
Additional paid-in capital			1,986,911				1,986,269
Accumulated other comprehensive income			7				18
Dividends in excess of cumulative earnings			(1,533,800	)			(1,456,435	)
Total shareholders' equity			455,119				531,843
Noncontrolling interests			60				2,454
Total equity			455,179				534,297
		$	4,228,147			$	4,443,740

 

Source: CBL Properties