CBL & ASSOCIATES PROPERTIES INC - FORM 8-K - EX-99.1

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8-K - 8-K - CBL & ASSOCIATES PROPERTIES INC	cbl-8k_20210409.htm

Exhibit 99.1

Earnings Release and

Supplemental Financial and Operating Information

For the Three Months and Year Ended

December 31, 2020

Earnings Release and Supplemental Financial and Operating Information

Table of Contents

		Page

Earnings Release		1

Consolidated Statements of Operations		7

Reconciliations of Supplementary Non-GAAP Financial Measures:

Funds from Operations (FFO)		8

Same-center Net Operating Income (NOI)		11

Selected Financial and Equity Information		13

Consolidated Balance Sheets		14

Condensed Combined Financial Statements - Unconsolidated Affiliates		15

Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows		16

Components of Rental Revenues		17

Schedule of Mortgage and Other Indebtedness		18

Schedule of Maturities		21

Unencumbered Consolidated Portfolio Statistics		22

Mall Portfolio Statistics		23

Leasing Activity and Average Annual Base Rents		26

Top 25 Tenants Based on Percentage of Total Annualized Revenues		28

Capital Expenditures		29

Development Activity		30

CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans		32

Contact: Katie Reinsmidt, Executive Vice President - Chief Investment Officer, 423.490.8301, katie.reinsmidt@cblproperties.com

CBL PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2020

CHATTANOOGA, Tenn. (April 9, 2021) – CBL Properties (OTCMKTS: CBLAQ) announced results for the fourth quarter and year ended December 31, 2020. 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 December 31,								Year Ended December 31,
	2020			2019		%			2020			2019			%
Net income (loss) attributable to common shareholders per diluted share	$	(0.32	)	$	0.12		(366.7	)%	$	(1.75	)	$	(0.89	)		(96.6	)%
Funds from Operations ("FFO") per diluted share	$	0.25		$	0.39		(35.9	)%	$	0.54		$	1.40			(61.4	)%
FFO, as adjusted, per diluted share ⁽¹⁾	$	0.37		$	0.37		—		$	0.70		$	1.36			(48.5	)%

(1)

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

KEY TAKEAWAYS:

•

CBL entered into a First Amended and Restated Restructuring Support Agreement with an Ad Hoc Group representing 69% (including joinders) of its unsecured noteholders and 96% (including joinders) of the lenders under its secured credit facility, paving the way for a fully consensual comprehensive restructuring.

•

FFO per diluted share, as adjusted, was $0.37 for the fourth quarter 2020, compared with $0.37 per share for the fourth quarter 2019. FFO per diluted share, as adjusted, was $0.70 for the twelve months ended December 31, 2020, compared with $1.36 per share for the prior year period.

•

Major variances in fourth quarter 2020 FFO per share, as adjusted, compared with the prior year period included $0.12 per share of lower property NOI, which included $0.02 per share related to the estimate for uncollectable revenues, rent abatements and write-offs for past due rents related to tenants that are in bankruptcy or struggling financially. G&A expense during the fourth quarter 2020 was approximately $0.02 lower, due to cost saving initiatives put in place earlier in 2020. Additionally, overall interest expense declined by a net $0.05 per share during the quarter, primarily due to the post-petition interest expense payments that are not required to be made on the senior unsecured notes and secured credit facility subsequent to the Company’s bankruptcy filing on November 1, 2020, and partially offset by incremental pre-petition interest expense related to the default rate imposed on the secured credit facility.

•

Total Portfolio same-center NOI declined 14.9% for the three months ended December 31, 2020, and 21.5% for the twelve months ended December 31, 2020, as compared with the respective prior-year periods.

•

Portfolio occupancy as of December 31, 2020, was 87.5%, representing a 70-basis point improvement from the sequential quarter and a 370-basis point decline compared with 91.2% as of December 31, 2019. Same-center mall occupancy was 85.5% as of December 31, 2020, representing a 30-basis point improvement sequentially and a 460-basis point decline compared with 90.1% as of December 31, 2019. An estimated 330-basis points of the decline in total mall portfolio occupancy was due to store closures related to tenants in bankruptcy.

“We were encouraged by the improvement in operations during the fourth quarter,” said Stephen Lebovitz, Chief Executive Officer. “Our rent collection rate increased to 84% for the April to February period. We have also started collecting on 2020 rent deferrals, with an 84% collection rate on the approximately 60% that has been billed. Occupancy rates improved sequentially as we celebrated a number of exciting openings across our portfolio during the fourth quarter, including a new Live! Casino at Westmoreland Mall in Pittsburgh, Whole Foods at our associated center in Chattanooga, TN and several new boutiques and restaurants that opened ahead of the holiday 2020 season. While we anticipate the effects of the pandemic on our business will persist through 2021, our properties’ strong locations are generating ongoing demand from a variety of users. We expect that leasing activity will benefit as the vaccine roll-out continues to gain steam and traffic levels return to pre-pandemic levels.

“The events of 2020 were unprecedented, and in response we took extraordinary and necessary actions. While the impact to our business and revenues was substantial, we were successful in our efforts to preserve cash, stabilize occupancy and revenues, and reduce operating expenses. Additionally, we have made huge strides towards completing our financial restructuring. Though the process has taken longer than we had initially expected, our persistent efforts have borne fruit as we now move forward with the fully consensual restructuring plan, announced last month. By reducing leverage and the preferred obligation by almost $1.7 billion, lengthening maturities, lowering interest expense and increasing free cash flow, upon emergence CBL will be well-positioned to execute on our strategic priorities and pursue future growth opportunities. We look forward to starting fresh with a newly energized and more financially flexible company later this year.”

FINANCIAL RESULTS

Net loss attributable to common shareholders for the fourth quarter 2020 was $63.0 million, or a loss of $0.32 per diluted share, compared with net income of $22.0 million, or $0.12 per diluted share, for the fourth quarter 2019. Net loss for the fourth quarter 2020 was impacted by an aggregate $39.1 million in reorganization items and prepetition charges and a $66.4 million loss on impairment of real estate to write down the carrying value of The Outlet Shoppes at Laredo in Laredo, TX, to its estimated fair value, as well as an additional write down in the carrying value of Greenbrier Mall in Chesapeake, VA and EastGate Mall in Cincinnati, OH, to each properties’ estimated fair values. Net income for the fourth quarter 2019 included a $37.4 million loss on impairment of real estate.

Net loss attributable to common shareholders for the twelve months ended December 31, 2020, was $332.5 million, or a loss of $1.75 per diluted share, compared with a net loss of $153.7 million, or a loss of $0.89 per diluted share, for the twelve months ended 2019. Net loss for 2020 was impacted by an aggregate $59.9 million in reorganization item and prepetition charges and a $213.4 million loss on impairment of real estate compared with a $239.5 million loss on impairment of real estate in 2019.

FFO allocable to common shareholders, as adjusted, for the fourth quarter 2020 was $73.3 million, or $0.37 per diluted share, compared with $64.7 million, or $0.37 per diluted share, for the fourth quarter 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter 2020 was $75.3 million compared with $74.7 million for the fourth quarter 2019.

FFO allocable to common shareholders, as adjusted, for the twelve months ended December 31, 2020 was $132.9 million or $0.70 per diluted share, compared with $235.3 million or $1.36 per diluted share, for the twelve months ended December 31, 2019. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the twelve months ended December 31, 2020, was $140.8 million compared with $271.5 million for the twelve months ended December 31, 2019.

Percentage change in same-center Net Operating Income (“NOI”) ⁽¹⁾:

	Three Months Ended December 31,			Year Ended December 31,
	2020			2020
Portfolio same-center NOI		(14.9	)%		(21.5	)%
Mall same-center NOI		(16.7	)%		(23.2	)%

(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 December 31, 2020, include:

•

Same-center NOI declined $20.5 million, due to a $26.5 million decrease in revenues offset by a $6.0 million decline in operating expenses.

•

Rental revenues declined $24.0 million, including a $11.0 million decline in minimum and other rents. Rental revenues also include a $9.9 million decline in tenant reimbursements (net of any abatements) and a $3.1 million decline in percentage rents. Rental revenues for the three months ended December 31, 2020, included $3.7 million related to uncollectable revenues and abatement.

•

Property operating expenses declined $3.2 million compared with the prior year. Maintenance and repair expenses improved $2.7 million. The improvement in property operating and maintenance and repair expense is primarily due to the benefit of the Company’s comprehensive programs to reduce operating expenses to mitigate the impact of the COVID-19 pandemic. Real estate tax expenses were relatively flat.

COVID-19 RENT COLLECTION UPDATE

The Company has collected approximately 84% of related gross rents for the period April 2020 through February 2021. As of December 31, 2020, CBL had deferred approximately $30.6 million in rents due in 2020. As of April 2021, approximately 60% of total deferred rents have been billed, of which, approximately 84% has been collected.

LIQUIDITY

As of December 31, 2020, on a consolidated basis, the company had $294.9 million available in unrestricted cash and marketable securities.

PORTFOLIO OPERATIONAL RESULTS

Occupancy⁽¹⁾:

	As of December 31,
	2020			2019
Total portfolio		87.5	%		91.2	%
Malls:
Total Mall portfolio		85.5	%		89.8	%
Same-center Malls		85.5	%		90.1	%
Stabilized Malls		85.8	%		90.0	%
Non-stabilized Malls ⁽²⁾		74.4	%		83.8	%
Associated centers		93.2	%		95.6	%
Community centers		93.6	%		96.0	%

(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.

(2)	Represents occupancy for The Outlet Shoppes at Laredo.

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 December 31,			Year Ended December 31,
	2020			2020
Stabilized Malls		(18.4	)%		(14.3	)%
New leases		(19.0	)%		1.9	%
Renewal leases		(18.3	)%		(15.5	)%

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

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 per square foot for the fourth quarter 2020 or trailing twelve-month period.

FINANCING ACTIVITY AND LENDER DISCUSSIONS

During the quarter, the foreclosure of Burnsville Center in Minneapolis, MN ($64.2 million loan) was completed. The Company also anticipates cooperating with conveyance or foreclosure proceedings for Park Plaza in Little Rock, AR ($76.8 million), EastGate Mall in Cincinnati, OH ($31.2 million) and Asheville Mall in Asheville, NC ($62.1 million loan). Asheville Mall was transferred into receivership in January 2021 and Park Plaza was transferred into receivership in March 2021. EastGate Mall is expected to be transferred into receivership imminently.

In March 2021, CBL closed on the extension and modification of two loans secured by 50/50 joint venture properties including the $53.2 million loan (100% loan amount) secured by The Pavilion at Port Orange in Port Orange, FL and the $54.6 million loans (100% loan amount) secured by Hammock Landing in West Melbourne, FL. The loans were extended for four years, with one additional one-year extension option available at the Company’s option. The interest rate was modified to an initial floating rate of 250 basis point over LIBOR and increasing 25 basis points each subsequent year.

rESTRUCTURING UPDATE

On March 21, 2021, the Company entered into an amended and restated Restructuring Support Agreement (the “Amended RSA”) with its credit facility lenders and unsecured noteholders that provides for a fully consensual comprehensive restructuring plan. The Amended RSA was entered into by the Company, lenders representing more than 96% (including joinders) of the outstanding balance of its secured credit facility (the “Bank Lenders”) and an Ad Hoc Group representing in excess of 69% (including joinders) of its senior unsecured noteholders. The transactions outlined in the Amended RSA will be implemented in the cases commenced by the Company and certain related subsidiaries under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) and pursuant to a joint chapter 11 plan of reorganization to be filed in the Chapter 11 Cases.

More information, including terms of the Amended RSA, may be found in the Form 8-K filed with the SEC on March 22, 2021, available in the Invest – SEC Filings section of cblproperties.com. The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring.

DISPOSITIONS

CBL did not complete any major dispositions during the quarter. For the full-year 2020, CBL generated gross proceeds from outparcel and land sales of $8.0 million.

ANCHOR REPLACEMENT AND LEASING PROGRESS

In 2020, over 1.4 million square feet of new retail, dining and other uses have opened across CBL’s portfolio, furthering the transformation of CBL’s properties into a portfolio of market-dominant suburban town centers. New store openings across the CBL portfolio include unique uses such as Live! Casino Pittsburgh at Westmoreland Mall outside of Pittsburgh, PA, Main Event at Mall del Norte in Laredo, TX, Southerns Live Music and Entertainment and Conn’s Home Plus at Post Oak Mall in College Station, TX and EFO Furniture Outlet at Stroud Mall in Stroudsburg, PA. CBL welcomed the first OFFLINE by American Eagle location in the country at CoolSprings Galleria in Nashville, TN, as well as one-of-a-kind boutiques such as Hollie Ray Boutique at CoolSprings Galleria and Rose & Remington at Fayette Mall in Lexington, KY. Several new sporting goods locations celebrated grand openings in 2020 with the new DICK’S Sporting Goods/Golf Galaxy at Coastal Grand in Myrtle Beach, SC, DICK’S Sporting Goods at Hamilton Place in Chattanooga, TN, and the new DICK’S Sporting Goods clearance concept at the Annex at Monroeville in Monroeville, PA. Openings also included more than 14 new dining options, including Party Fowl at CoolSprings Galleria, four entertainment uses, as well as fitness, service and other uses, such as Whole Foods, which opened in December at Gunbarrel Pointe in Chattanooga, TN.

In 2021, CBL has additional openings planned to include a new 135-key Aloft hotel at Hamilton Place in Chattanooga, TN, an HCA medical office building at Pearland Town Center in Houston, TX, Hollywood Casino at York Galleria in York, PA, Hobby Lobby at West Towne Mall in Madison, WI, and Rooms to Go at Cross Creek in Fayetteville, NC. Additional offerings, including new restaurants, fitness, hotel and other uses are planned or under negotiation and will be announced as details are finalized.

REDEVELOPMENT

As part of overall cost reduction and cash preservation actions, which resulted in more than $60 million in cost savings in 2020, CBL has suspended or delayed certain redevelopment projects. Progress continues on select projects. Detailed project information is available in CBL’s Financial Supplement for Q4 2020, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

2021 GUIDANCE

CBL is not providing guidance for 2021 anticipated net income and FFO per share at this time.

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 63.8 million square feet across 24 states, including 64 high-quality enclosed, outlet and open-air retail centers and seven 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 Months and Year Ended December 31, 2020

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
REVENUES:
Rental revenues	$	148,588		$	179,889		$	554,064		$	736,878
Management, development and leasing fees		1,549			2,025			6,800			9,350
Other		4,042			8,124			14,997			22,468
Total revenues		154,179			190,038			575,861			768,696
OPERATING EXPENSES:
Property operating		(21,050	)		(26,049	)		(84,061	)		(108,905	)
Depreciation and amortization		(52,988	)		(59,308	)		(215,030	)		(257,746	)
Real estate taxes		(16,186	)		(17,699	)		(69,686	)		(75,465	)
Maintenance and repairs		(8,457	)		(11,955	)		(34,132	)		(46,282	)
General and administrative		(12,136	)		(15,280	)		(53,425	)		(64,181	)
Loss on impairment		(66,394	)		(37,400	)		(213,358	)		(239,521	)
Litigation settlement		5,375			3,708			7,855			(61,754	)
Prepetition charges		(3,112	)		—			(23,883	)		—
Other		(553	)		(50	)		(953	)		(91	)
Total operating expenses		(175,501	)		(164,033	)		(686,673	)		(853,945	)
OTHER INCOME (EXPENSES):
Interest and other income		1,133			552			6,396			2,764
Interest expense (unrecognized contractual interest expense was $30,084 for the three months and year ended December 31, 2020)		(39,903	)		(49,266	)		(200,663	)		(206,261	)
Gain on extinguishment of debt		17,114			—			32,521			71,722
Gain on investments/deconsolidation		—			56,068			—			67,242
Gain on sales of real estate assets		1,988			2,463			4,696			16,274
Reorganization items		(35,977	)		—			(35,977	)		—
Income tax benefit (provision)		353			(531	)		(16,836	)		(3,153	)
Equity in earnings (losses) of unconsolidated affiliates		(2,404	)		1,519			(14,854	)		4,940
Total other income (expenses)		(57,696	)		10,805			(224,717	)		(46,472	)
Net income (loss)		(79,018	)		36,810			(335,529	)		(131,721	)
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership		662			(3,433	)		19,762			23,683
Other consolidated subsidiaries		19,052			(108	)		20,683			(739	)
Net income (loss) attributable to the Company		(59,304	)		33,269			(295,084	)		(108,777	)
Preferred dividends declared		—			—			—			(33,669	)
Preferred dividends undeclared		(3,741	)		(11,223	)		(37,410	)		(11,223	)
Net income (loss) attributable to common shareholders	$	(63,045	)	$	22,046		$	(332,494	)	$	(153,669	)
Basic and diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders	$	(0.32	)	$	0.12		$	(1.75	)	$	(0.89	)
Weighted-average common and potential dilutive common shares outstanding		196,429			173,578			190,277			173,445

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Year Ended December 31, 2020

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

(in thousands, except per share data)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Net income (loss) attributable to common shareholders	$	(63,045	)	$	22,046		$	(332,494	)	$	(153,669	)
Noncontrolling interest in loss of Operating Partnership		(662	)		3,433			(19,762	)		(23,683	)
Depreciation and amortization expense of:
Consolidated properties		52,988			59,308			215,030			257,746
Unconsolidated affiliates		14,767			12,835			56,734			49,434
Non-real estate assets		(625	)		(931	)		(3,056	)		(3,650	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries		(809	)		(1,355	)		(3,638	)		(8,191	)
Loss on impairment, net of noncontrolling interest		48,372			37,400			195,336			239,521
(Gain) loss on depreciable property, net of taxes		—			(55,495	)		25			(77,250	)
FFO allocable to Operating Partnership common unitholders		50,986			77,241			108,175			280,258
Prepetition charges ⁽¹⁾		3,112			—			23,883			—
Litigation settlement, net of taxes ⁽²⁾		(5,375	)		(3,708	)		(7,855	)		61,271
Non-cash default interest expense ⁽³⁾		7,684			1,146			13,096			1,688
Gain on extinguishment of debt ⁽⁴⁾		(17,114	)		—			(32,521	)		(71,722	)
Reorganization items ⁽⁵⁾		35,977			—			35,977			—
FFO allocable to Operating Partnership common unitholders, as adjusted	$	75,270		$	74,679		$	140,755		$	271,495
FFO per diluted share	$	0.25		$	0.39		$	0.54		$	1.40
FFO, as adjusted, per diluted share	$	0.37		$	0.37		$	0.70		$	1.36
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted		201,690			200,201			201,586			200,169

(1)

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.

(2)	Represents the accrued expense related to the settlement of a class action lawsuit.

(3)

The three months ended December 31, 2020 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 year ended December 31, 2020 includes default interest expense related to Asheville Mall, Burnsville Center, EastGate Mall, Greenbrier Mall, Hickory Point Mall and Park Plaza. The three months ended December 31, 2019 includes default interest expense related to Greenbrier Mall and Hickory Point Mall. The year ended December 31, 2019 includes default interest expense related to Acadiana Mall, Cary Towne Center, Greenbrier Mall and Hickory Point Mall.

(4)

The three months and year ended December 31, 2020 include a gain on extinguishment of debt related to the non-recourse loan secured by Burnsville Center, which was conveyed to the lender. The year ended December 31, 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. The year ended December 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019.

(5)

Represents 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, as well as unamortized deferred financing costs and unamortized debt discounts expensed in accordance with ASC 852.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Year Ended December 31, 2020

The reconciliation of diluted EPS to FFO per diluted share is as follows:

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Diluted EPS attributable to common shareholders	$	(0.32	)	$	0.12		$	(1.75	)	$	(0.89	)
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		0.33			0.35			1.32			1.48
Loss on impairment, net of noncontrolling interest		0.24			0.19			0.97			1.19
Gain on depreciable property, net of taxes		—			(0.27	)		—			(0.38	)
FFO per diluted share	$	0.25		$	0.39		$	0.54		$	1.40

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 December 31,						Year Ended December 31,
	2020			2019			2020			2019
FFO allocable to Operating Partnership common unitholders	$	50,986		$	77,241		$	108,175		$	280,258
Percentage allocable to common shareholders ⁽¹⁾		97.39	%		86.70	%		94.39	%		86.65	%
FFO allocable to common shareholders	$	49,655		$	66,968		$	102,107		$	242,844
FFO allocable to Operating Partnership common unitholders, as adjusted	$	75,270		$	74,679		$	140,755		$	271,495
Percentage allocable to common shareholders ⁽¹⁾		97.39	%		86.70	%		94.39	%		86.65	%
FFO allocable to common shareholders, as adjusted	$	73,306		$	64,747		$	132,859		$	235,250

(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 13.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Year Ended December 31, 2020

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees	$	2,701		$	856		$	6,076		$	3,794
Per share	$	0.01		$	—		$	0.03		$	0.02

Straight-line rental income adjustment	$	718		$	1,517		$	(1,254	)	$	3,819
Per share	$	—		$	0.01		$	(0.01	)	$	0.02

Gain on outparcel sales, net of taxes	$	1,988		$	3,021		$	4,721		$	5,915
Per share, net of taxes	$	0.01		$	0.02		$	0.02		$	0.03

Net amortization of acquired above- and below-market leases	$	28		$	930		$	1,369		$	2,962
Per share	$	—		$	—		$	0.01		$	0.01

Net amortization of debt premiums and discounts	$	118		$	334		$	1,158		$	1,316
Per share	$	—		$	—		$	0.01		$	0.01

Income tax benefit (provision)	$	353		$	(531	)	$	(16,836	)	$	(3,153	)
Per share	$	—		$	—		$	(0.08	)	$	(0.02	)

Gain on extinguishment of debt	$	17,114		$	—		$	32,521		$	71,722
Per share	$	0.08		$	—		$	0.16		$	0.36

Non-cash default interest expense (property-level loans)	$	(7,684	)	$	(1,146	)	$	(13,096	)	$	(1,688	)
Per share	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.01	)

Abandoned projects expense	$	(553	)	$	(50	)	$	(953	)	$	(91	)
Per share	$	—		$	—		$	—		$	—

Interest capitalized	$	424		$	692		$	1,954		$	2,661
Per share	$	—		$	—		$	0.01		$	0.01

Litigation settlement, net of taxes	$	5,375		$	3,708		$	7,855		$	(61,271	)
Per share, net of taxes	$	0.03		$	0.02		$	0.04		$	(0.31	)

Incremental credit facility interest expense related to imposition of default rate	$	(6,705	)	$	—		$	(26,022	)	$	—
Per share	$	(0.03	)	$	—		$	(0.13	)	$	—

Prepetition charges	$	(3,112	)	$	—		$	(23,883	)	$	—
Per share	$	(0.02	)	$	—		$	(0.12	)	$	—

Estimate of uncollectable revenues	$	6,040		$	(2,478	)	$	(49,329	)	$	(3,891	)
Per share	$	0.03		$	(0.01	)	$	(0.24	)	$	(0.02	)

							As of December 31,
							2020			2019
Straight-line rent receivable							$	53,157		$	47,507

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Year Ended December 31, 2020

Same-center Net Operating Income

(Dollars in thousands)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Net income (loss)	$	(79,018	)	$	36,810		$	(335,529	)	$	(131,721	)
Adjustments:
Depreciation and amortization		52,988			59,308			215,030			257,746
Depreciation and amortization from unconsolidated affiliates		14,767			12,835			56,734			49,434
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries		(809	)		(1,355	)		(3,638	)		(8,191	)
Interest expense		39,903			49,266			200,663			206,261
Interest expense from unconsolidated affiliates		8,974			7,204			32,975			27,046
Noncontrolling interests' share of interest expense in other consolidated subsidiaries		(603	)		(1,112	)		(2,329	)		(6,156	)
Abandoned projects expense		553			50			952			91
Gain on sales of real estate assets		(1,988	)		(2,463	)		(4,696	)		(16,274	)
Gain on sales of real estate assets of unconsolidated affiliates		—			—			—			(627	)
Gain on investments/deconsolidation		—			(56,068	)		—			(67,242	)
Gain on extinguishment of debt		(17,114	)		—			(32,521	)		(71,722	)
Loss on impairment, net of noncontrolling interest		48,372			37,400			195,336			239,521
Litigation settlement		(5,375	)		(3,708	)		(7,855	)		61,754
Prepetition charges		3,112			—			23,883			—
Reorganization items		35,977			—			35,977			—
Income tax benefit (provision)		(353	)		531			16,836			3,153
Lease termination fees		(2,701	)		(856	)		(6,076	)		(3,794	)
Straight-line rent and above- and below-market lease amortization		(746	)		(2,447	)		(115	)		(6,781	)
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries		19,052			(108	)		20,683			(739	)
General and administrative expenses		12,136			15,280			53,425			64,181
Management fees and non-property level revenues		(3,723	)		(3,171	)		(13,467	)		(12,202	)
Operating Partnership's share of property NOI		123,404			147,396			446,268			583,738
Non-comparable NOI		(6,707	)		(10,190	)		(25,935	)		(48,392	)
Total same-center NOI ⁽¹⁾	$	116,697		$	137,206		$	420,333		$	535,346
Total same-center NOI percentage change		(14.9	)%					(21.5	)%

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Year Ended December 31, 2020

Same-center Net Operating Income

(Continued)

	Three Months Ended December 31,					Year Ended December 31,
	2020			2019		2020			2019
Malls	$	102,136		$	122,583	$	365,949		$	476,607
Associated centers		7,812			8,110		29,055			32,720
Community centers		5,450			5,448		20,536			21,722
Offices and other		1,299			1,065		4,793			4,297
Total same-center NOI ⁽¹⁾	$	116,697		$	137,206	$	420,333		$	535,346
Percentage Change:
Malls		(16.7	)%				(23.2	)%
Associated centers		(3.7	)%				(11.2	)%
Community centers		—	%				(5.5	)%
Offices and other		22.0	%				11.5	%
Total same-center NOI ⁽¹⁾		(14.9	)%				(21.5	)%

(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 December 31, 2020, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending December 31, 2020. 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 December 31, 2020 and 2019

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

	As of December 31, 2020
	Fixed Rate			Variable Rate				Total per Debt Schedule			Unamortized Deferred Financing Costs				Total
Consolidated debt ⁽¹⁾	$	2,495,203		$	1,182,737			$	3,677,940		$	(3,433	)	⁽²⁾	$	3,674,507
Noncontrolling interests' share of consolidated debt		(30,177	)		—				(30,177	)		265				(29,912	)
Company's share of unconsolidated affiliates' debt		625,225			121,732				746,957			(2,844	)			744,113
Company's share of consolidated and unconsolidated debt	$	3,090,251		$	1,304,469			$	4,394,720		$	(6,012	)		$	4,388,708
Weighted-average interest rate		5.04	%		8.75	%	⁽³⁾		6.14	%

	As of December 31, 2019
	Fixed Rate			Variable Rate				Total per Debt Schedule			Unamortized Deferred Financing Costs				Total
Consolidated debt	$	2,695,888		$	847,275			$	3,543,163		$	(16,148	)		$	3,527,015
Noncontrolling interests' share of consolidated debt		(30,658	)		—				(30,658	)		318				(30,340	)
Company's share of unconsolidated affiliates' debt		633,243			104,408				737,651			(2,851	)			734,800
Company's share of consolidated and unconsolidated debt	$	3,298,473		$	951,683			$	4,250,156		$	(18,681	)		$	4,231,475
Weighted-average interest rate		5.10	%		4.00	%			4.85	%

(1)	Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of December 31, 2020.

(2)

Unamortized deferred financing costs amounting to $3,106 and $2,099 for certain consolidated and 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.

(3)	Includes the 9.50% post default rate on our secured credit facility.

Total Market Capitalization as of December 31, 2020

(In thousands, except stock price)

	Shares Outstanding		Stock Price ⁽¹⁾
Common stock and operating partnership units		201,688	$	0.04
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00
6.625% Series E Cumulative Redeemable Preferred Stock		690		250.00

(1)	Stock price for common stock and Operating Partnership units equals the closing price of the common stock on December 31, 2020. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding

(In thousands)

	Three Months Ended December 31,				Year Ended December 31,
	Basic		Diluted		Basic		Diluted
2020:
Weighted-average shares - EPS		196,429		196,429		190,277		190,277
Weighted-average Operating Partnership units		5,261		5,261		11,309		11,309
Weighted-average shares - FFO		201,690		201,690		201,586		201,586
2019:
Weighted-average shares - EPS		173,578		173,578		173,445		173,445
Weighted-average Operating Partnership units		26,623		26,623		26,724		26,724
Weighted-average shares - FFO		200,201		200,201		200,169		200,169

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020 and 2019

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	As of
	December 31, 2020			December 31, 2019
ASSETS
Real estate assets:
Land	$	695,711		$	730,218
Buildings and improvements		5,135,074			5,631,831
		5,830,785			6,362,049
Accumulated depreciation		(2,241,421	)		(2,349,404	)
		3,589,364			4,012,645
Developments in progress		28,327			49,351
Net investment in real estate assets		3,617,691			4,061,996
Cash and cash equivalents		61,781			32,816
Available-for-sale securities - at fair value (amortized cost of $233,053 in 2020)		233,071			—
Receivables:
Tenant		103,655			75,252
Other		5,958			10,792
Mortgage and other notes receivable		2,337			4,662
Investments in unconsolidated affiliates		279,355			307,354
Intangible lease assets and other assets		139,892			129,474
	$	4,443,740		$	4,622,346
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	1,184,831		$	3,527,015
Accounts payable and accrued liabilities		173,387			231,306
Total liabilities not subject to compromise		1,358,218			3,758,321

Liabilities subject to compromise		2,551,490			—

Commitments and contingencies
Redeemable noncontrolling interests		(265	)		2,160
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, 196,569,917 and 174,115,111 issued and outstanding in 2020 and 2019, respectively		1,966			1,741
Additional paid-in capital		1,986,269			1,965,897
Accumulated other comprehensive income		18			—
Dividends in excess of cumulative earnings		(1,456,435	)		(1,161,351	)
Total shareholders' equity		531,843			806,312
Noncontrolling interests		2,454			55,553
Total equity		534,297			861,865
	$	4,443,740		$	4,622,346

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020 and 2019

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)

	December 31, 2020			December 31, 2019
ASSETS:
Investment in real estate assets	$	2,346,124		$	2,293,438
Accumulated depreciation		(862,435	)		(803,909	)
		1,483,689			1,489,529
Developments in progress		28,138			46,503
Net investment in real estate assets		1,511,827			1,536,032
Other assets		174,966			154,427
Total assets	$	1,686,793		$	1,690,459
LIABILITIES:
Mortgage and other indebtedness, net	$	1,439,454		$	1,417,644
Other liabilities		45,280			41,007
Total liabilities		1,484,734			1,458,651
OWNERS' EQUITY:
The Company		132,350			149,376
Other investors		69,709			82,432
Total owners' equity		202,059			231,808
Total liabilities and owners’ equity	$	1,686,793		$	1,690,459

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Total revenues	$	59,191		$	58,548		$	213,319		$	221,512
Depreciation and amortization		(23,516	)		(20,795	)		(91,578	)		(87,193	)
Operating expenses		(19,637	)		(18,351	)		(73,754	)		(67,784	)
Interest and other income		335			400			1,998			1,555
Interest expense		(16,893	)		(13,477	)		(62,644	)		(55,727	)
Gain on extinguishment of debt		—			—			—			83,635
Gain on sales of real estate assets		—			—			—			630
Net income (loss)	$	(520	)	$	6,325		$	(12,659	)	$	96,628


	Company's Share for the						Company's Share for the
	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Total revenues	$	31,470		$	30,806		$	112,348		$	113,500
Depreciation and amortization		(14,767	)		(12,835	)		(56,734	)		(49,434	)
Operating expenses		(10,367	)		(9,545	)		(38,849	)		(33,780	)
Interest and other income		234			297			1,356			1,073
Interest expense		(8,974	)		(7,204	)		(32,975	)		(27,046	)
Gain on sales of real estate assets		—			—			—			627
Net income (loss)	$	(2,404	)	$	1,519		$	(14,854	)	$	4,940

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

For the Three Months and Year Ended December 31, 2020

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, and the Company's share of abandoned projects expense, gain or loss on extinguishment of debt and litigation settlement, net of taxes.

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, 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						Year Ended
	December 31,						December 31,
	2020			2019			2020			2019
Net income (loss)	$	(79,018	)	$	36,810		$	(335,529	)	$	(131,721	)
Depreciation and amortization		52,988			59,308			215,030			257,746
Depreciation and amortization from unconsolidated affiliates		14,767			12,835			56,734			49,434
Interest expense		39,903			49,266			200,663			206,261
Interest expense from unconsolidated affiliates		8,974			7,204			32,975			27,046
Income taxes		(101	)		662			17,163			3,911
Loss on impairment		66,394			37,400			213,358			239,521
(Gain) loss on depreciable property		—			584			25			(10,125	)
Gain on investments/deconsolidation		—			(56,068	)		—			(67,242	)
EBITDAre ⁽¹⁾		103,907			148,001			400,419			574,831
Gain on extinguishment of debt		(17,114	)		—			(32,521	)		(71,722	)
Litigation settlement		(5,375	)		(3,708	)		(7,855	)		61,754
Abandoned projects		552			50			952			91
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries		19,052			(108	)		20,683			(739	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries		(809	)		(1,355	)		(3,638	)		(8,191	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries		(603	)		(1,112	)		(2,329	)		(6,156	)
Company's share of Adjusted EBITDAre	$	99,610		$	141,768		$	375,711		$	549,868

(1)	Includes $1,988 and $3,043 for the three months ended December 31, 2020 and 2019, respectively, and $4,721 and $6,565 for the twelve months ended December 31, 2020 and 2019, respectively, related to sales of non-depreciable real estate assets.

Interest Expense:
Interest expense	$	39,903		$	49,266		$	200,663		$	206,261
Interest expense from unconsolidated affiliates		8,974			7,204			32,975			27,046
Noncontrolling interests' share of interest expense in other consolidated subsidiaries		(603	)		(1,112	)		(2,329	)		(6,156	)
Company's share of interest expense	$	48,274		$	55,358		$	231,309		$	227,151
Ratio of Adjusted EBITDAre to Interest Expense		2.1	x		2.6	x		1.6	x		2.4	x

	Three Months Ended						Year Ended
	December 31,						December 31,
	2020			2019			2020			2019
Company's share of Adjusted EBITDAre	$	99,610		$	141,768		$	375,711		$	549,868
Interest expense		(39,903	)		(49,266	)		(200,663	)		(206,261	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries		603			1,112			2,329			6,156
Reorganization items (non-cash)		25,294			—			25,294			—
Income taxes		101			(662	)		(17,163	)		(3,911	)
Net amortization of deferred financing costs, debt premiums and discounts		1,536			1,988			8,764			8,316
Net amortization of intangible lease assets and liabilities		145			(597	)		(574	)		(1,809	)
Depreciation and interest expense from unconsolidated affiliates		(23,741	)		(20,039	)		(89,709	)		(76,480	)
Litigation settlement		5,375			3,708			7,855			(61,754	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries		809			1,355			3,638			8,191
Net income (loss) attributable to noncontrolling interests in other consolidated subsidiaries		(19,052	)		108			(20,683	)		739
Gain on outparcel sales		(1,988	)		(3,047	)		(4,721	)		(6,149	)
Gain on insurance proceeds		—			(41	)		(1,644	)		(462	)
Equity in earnings (losses) of unconsolidated affiliates		2,404			(1,519	)		14,854			(4,940	)
Distributions of earnings from unconsolidated affiliates		3,963			6,016			10,093			21,651
Share-based compensation expense		729			945			5,819			4,783
Change in estimate of uncollectable revenues		(6,040	)		1,959			49,329			3,463
Change in deferred tax assets		(1,038	)		1,642			14,558			2,668
Changes in operating assets and liabilities		25,366			(37,265	)		(49,722	)		29,339
Cash flows provided by operating activities	$	74,173		$	48,165		$	133,365		$	273,408

Components of Consolidated Rental Revenues

The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, effective January 1, 2019, which resulted in the Company revising the presentation of rental revenues in its consolidated statements of operations. In the past, certain components of rental revenues were shown separately in the consolidated statement of operations. Upon the adoption of ASC 842, these amounts have been combined into a single line item. As a result of the adoption of ASC 842, the Company believes that the following presentation is useful to users of the Company’s consolidated financial statements as it depicts how amounts reported in the Company’s historical financial statements prior to the adoption of ASC 842 are reflected in the current presentation in accordance with ASC 842.

	Three Months Ended December 31,					Year Ended December 31,
	2020		2019			2020			2019
Minimum rents	$	107,888	$	130,359		$	446,980		$	529,853
Percentage rents		1,967		4,867			5,065			12,664
Other rents		459		3,892			1,741			10,560
Tenant reimbursements		32,051		42,731			148,518			187,265
Estimate of uncollectable amounts		6,223		(1,960	)		(48,240	)		(3,464	)
Total rental revenues	$	148,588	$	179,889		$	554,064		$	736,878

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands)

Property	Location	Non- controlling Interest %	Original Maturity Date	Optional Extended Maturity Date		Interest Rate			Balance				Balance
													Fixed			Variable
Operating Properties:
Greenbrier Mall ⁽¹⁾	Chesapeake, VA		Dec-19				5.41	%	$	61,647			$	61,647		$	—
Parkdale Mall & Crossing ⁽²⁾	Beaumont, TX		Mar-21				5.85	%		74,406				74,406			—
EastGate Mall ⁽¹⁾	Cincinnati, OH		Apr-21				5.83	%		31,181				31,181			—
Hamilton Crossing & Expansion ⁽²⁾	Chattanooga, TN		Apr-21				5.99	%		8,205				8,205			—
Park Plaza ⁽¹⁾	Little Rock, AR		Apr-21				5.28	%		76,805				76,805			—
Fayette Mall ⁽²⁾	Lexington, KY		May-21				5.42	%		141,393				141,393			—
The Outlet Shoppes at Laredo ⁽²⁾	Laredo, TX		May-21				5.80	%		40,600				—			40,600
Alamance Crossing ⁽²⁾	Burlington, NC		Jul-21				5.83	%		43,563				43,563			—
Asheville Mall ⁽¹⁾	Asheville, NC		Sep-21				5.80	%		62,121				62,121			—
Brookfield Square Anchor Redevelopment ⁽²⁾	Brookfield, WI		Oct-21	Oct-22	⁽³⁾		3.05	%		27,461				—			27,461
Cross Creek Mall	Fayetteville, NC		Jan-22				4.54	%		106,883				106,883			—
Northwoods Mall ⁽²⁾	North Charleston, SC		Apr-22				5.08	%		62,284				62,284			—
Arbor Place ⁽²⁾	Atlanta (Douglasville), GA		May-22				5.10	%		104,384				104,384			—
CBL Center	Chattanooga, TN		Jun-22				5.00	%		16,182				16,182			—
Southpark Mall ⁽²⁾	Colonial Heights, VA		Jun-22				4.85	%		57,039				57,039			—
WestGate Mall ⁽²⁾	Spartanburg, SC		Jul-22				4.99	%		31,578				31,578			—
Volusia Mall ⁽²⁾	Daytona Beach, FL		May-24				4.56	%		46,510				46,510			—
The Outlet Shoppes at Gettysburg ⁽²⁾	Gettysburg, PA		Oct-25				4.80	%		36,774				36,774			—
Jefferson Mall ⁽²⁾	Louisville, KY		Jun-26				4.75	%		60,852				60,852			—
Hamilton Place ⁽²⁾	Chattanooga, TN		Jun-26				4.36	%		98,396				98,396			—
Total Loans On Operating Properties										1,188,264				1,120,203			68,061
Weighted-average interest rate										5.10	%			5.12	%		4.69	%

Operating Partnership Debt:
Secured credit facility: ⁽⁴⁾
Secured line of credit (drawn to capacity)			Jul-23				9.50	%		675,926				—			675,926

Secured term loan			Jul-23				9.50	%		438,750				—			438,750

Senior unsecured notes: ⁽⁵⁾
Senior unsecured 5.25% notes			Dec-23				5.25	%		450,000				450,000			—
Senior unsecured 4.60% notes			Oct-24				4.60	%		300,000				300,000			—
Senior unsecured 5.95% notes			Dec-26				5.95	%		625,000				625,000			—
	SUBTOTAL									1,375,000				1,375,000			—

Total Consolidated Debt									$	3,677,940		⁽⁶⁾	$	2,495,203		$	1,182,737
Weighted-average interest rate										6.56	%			5.29	%		9.22	%

Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Ambassador Town Center Infrastructure Improvements ⁽²⁾	Lafayette, LA		Jan-21				3.74	%	$	9,360		⁽⁷⁾	$	9,360		$	—

Property	Location	Non- controlling Interest %			Original Maturity Date	Optional Extended Maturity Date	Interest Rate			Balance				Balance
														Fixed			Variable
Hammock Landing - Phase I ⁽²⁾	West Melbourne, FL				Feb-21	Feb-23		5.40	%		20,088		⁽⁸⁾		—			20,088
Hammock Landing - Phase II ⁽²⁾	West Melbourne, FL				Feb-21	Feb-23		5.40	%		7,211		⁽⁸⁾		—			7,211
The Pavilion at Port Orange ⁽²⁾	Port Orange, FL				Feb-21	Feb-23		5.40	%		26,617		⁽⁸⁾		—			26,617
The Shoppes at Eagle Point	Cookeville, TN				Oct-21	Oct-22		2.90	%		17,293				—			17,293
The Outlet Shoppes of the Bluegrass - Phase II	Simpsonville, KY				Oct-21			3.64	%		8,872				—			8,872
Springs at Port Orange	Port Orange, FL				Dec-21			2.50	%		15,889				—			15,889
York Town Center ⁽²⁾	York, PA				Feb-22			4.90	%		14,952				14,952			—
York Town Center - Pier 1 ⁽²⁾	York, PA				Feb-22			2.90	%		578				—			578
Eastgate Mall Self Storage ⁽²⁾	Cincinnati, OH				Dec-22			2.90	%		3,250				—			3,250
West County Center ⁽²⁾	Des Peres, MO				Dec-22			3.40	%		85,316				85,316			—
Friendly Shopping Center ⁽²⁾	Greensboro, NC				Apr-23			3.48	%		45,206				45,206			—
Mid Rivers Mall Self Storage ⁽²⁾	St. Peters, MO				Apr-23			2.90	%		2,948				—			2,948
The Shops at Friendly Center	Greensboro, NC				Apr-23			3.34	%		30,000				30,000			—
Ambassador Town Center	Lafayette, LA				Jun-23			3.22	%		27,725		⁽⁹⁾		27,725			—
The Outlet Shoppes at Atlanta ⁽²⁾	Woodstock, GA				Nov-23			4.90	%		35,037				35,037			—
The Outlet Shoppes at Atlanta - Phase II ⁽²⁾	Woodstock, GA				Nov-23			3.00	%		4,601				—			4,601
Parkdale Mall Self Storage ⁽²⁾	Beaumont, TX				Jul-24			5.25	%		6,160				—			6,160
Coastal Grand ⁽²⁾	Myrtle Beach, SC				Aug-24			4.09	%		53,373				53,373			—
Coastal Grand Outparcel ⁽²⁾	Myrtle Beach, SC				Aug-24			4.09	%		2,575				2,575			—
Hamilton Place Self Storage ⁽²⁾	Chattanooga, TN				Sep-24			2.90	%		3,545				—			3,545
Coastal Grand - Dick's Sporting Goods ⁽²⁾	Myrtle Beach, SC				Nov-24			5.05	%		3,406				3,406			—
Hamilton Place Aloft Hotel	Chattanooga, TN				Nov-24			2.60	%		4,680				—			4,680
The Outlet Shoppes of the Bluegrass ⁽²⁾	Simpsonville, KY				Dec-24			4.05	%		34,245				34,245			—
Oak Park Mall	Overland Park, KS				Oct-25			3.97	%		131,486				131,486			—
Fremaux Town Center ⁽²⁾	Slidell, LA				Jun-26			3.70	%		41,917				41,917			—
CoolSprings Galleria ⁽²⁾	Nashville, TN				May-28			4.84	%		74,339				74,339			—
The Outlet Shoppes at El Paso ⁽²⁾	El Paso, TX				Oct-28			5.10	%		36,288				36,288			—
	SUBTOTAL										746,957		⁽⁶⁾		625,225			121,732

Less Noncontrolling Interests' Share Of Consolidated Debt:
Hamilton Crossing & Expansion ⁽²⁾	Chattanooga, TN		8	%	Apr-21			5.99	%		(656	)			(656	)		—
CBL Center	Chattanooga, TN		8	%	Jun-22			5.00	%		(1,294	)			(1,294	)		—
The Outlet Shoppes at Gettysburg ⁽²⁾	Gettysburg, PA		50	%	Oct-25			4.80	%		(18,387	)			(18,387	)		—
Hamilton Place ⁽²⁾	Chattanooga, TN		10	%	Jun-26			4.36	%		(9,840	)			(9,840	)		—
											(30,177	)	⁽⁶⁾		(30,177	)		—

Company's Share Of Consolidated And Unconsolidated Debt										$	4,394,720		⁽⁶⁾	$	3,090,251		$	1,304,469
Weighted-average interest rate											6.14	%			5.04	%		8.75	%

Total Debt of Unconsolidated Affiliates:
Ambassador Town Center Infrastructure Improvements ⁽²⁾	Lafayette, LA				Jan-21			3.74	%	$	9,360		⁽⁷⁾	$	9,360		$	—
Hammock Landing - Phase I ⁽²⁾	West Melbourne, FL				Feb-21	Feb-23		5.40	%		40,177		⁽⁸⁾		—			40,177
Hammock Landing - Phase II ⁽²⁾	West Melbourne, FL				Feb-21	Feb-23		5.40	%		14,423		⁽⁸⁾		—			14,423
The Pavilion at Port Orange ⁽²⁾	Port Orange, FL				Feb-21	Feb-23		5.40	%		53,233		⁽⁸⁾		—			53,233

Property	Location	Non- controlling Interest %	Original Maturity Date	Optional Extended Maturity Date	Interest Rate			Balance				Balance
												Fixed			Variable
The Shoppes at Eagle Point	Cookeville, TN		Oct-21	Oct-22		2.90	%		34,585				—			34,585
The Outlet Shoppes of the Bluegrass - Phase II	Simpsonville, KY		Oct-21			3.64	%		8,872				—			8,872
Springs at Port Orange	Port Orange, FL		Dec-21			2.50	%		36,527				—			36,527
York Town Center ⁽²⁾	York, PA		Feb-22			4.90	%		29,904				29,904			—
York Town Center - Pier 1 ⁽²⁾	York, PA		Feb-22			2.90	%		1,157				—			1,157
Eastgate Mall Self Storage ⁽²⁾	Cincinnati, OH		Dec-22			2.90	%		6,500				—			6,500
West County Center ⁽²⁾	Des Peres, MO		Dec-22			3.40	%		170,632				170,632			—
Friendly Shopping Center ⁽²⁾	Greensboro, NC		Apr-23			3.48	%		90,412				90,412			—
Mid Rivers Mall Self Storage ⁽²⁾	St. Peters, MO		Apr-23			2.90	%		5,896				—			5,896
The Shops at Friendly Center	Greensboro, NC		Apr-23			3.34	%		60,000				60,000			—
Ambassador Town Center	Lafayette, LA		Jun-23			3.22	%		42,654		⁽⁹⁾		42,654			—
The Outlet Shoppes at Atlanta ⁽²⁾	Woodstock, GA		Nov-23			4.90	%		70,074				70,074			—
The Outlet Shoppes at Atlanta - Phase II ⁽²⁾	Woodstock, GA		Nov-23			3.00	%		4,601				—			4,601
Parkdale Mall Self Storage ⁽²⁾	Beaumont, TX		Jul-24			5.25	%		6,160				—			6,160
Coastal Grand ⁽²⁾	Myrtle Beach, SC		Aug-24			4.09	%		106,746				106,746			—
Coastal Grand Outparcel ⁽²⁾	Myrtle Beach, SC		Aug-24			4.09	%		5,151				5,151			—
Hamilton Place Self Storage ⁽²⁾	Chattanooga, TN		Sep-24			2.90	%		6,564				—			6,564
Coastal Grand - Dick's Sporting Goods ⁽²⁾	Myrtle Beach, SC		Nov-24			5.05	%		6,811				6,811			—
Hamilton Place Aloft Hotel	Chattanooga, TN		Nov-24			2.60	%		9,360				—			9,360
The Outlet Shoppes of the Bluegrass ⁽²⁾	Simpsonville, KY		Dec-24			4.05	%		68,491				68,491			—
Oak Park Mall	Overland Park, KS		Oct-25			3.97	%		262,971				262,971			—
Fremaux Town Center ⁽²⁾	Slidell, LA		Jun-26			3.70	%		64,487				64,487			—
CoolSprings Galleria ⁽²⁾	Nashville, TN		May-28			4.84	%		148,678				148,678			—
The Outlet Shoppes at El Paso ⁽²⁾	El Paso, TX		Oct-28			5.10	%		72,575				72,575			—
								$	1,437,001			$	1,208,946		$	228,055
Weighted-average interest rate									4.06	%			4.05	%		4.10	%

(1)	The loan is in default. The Company is in discussion with the lender.

(2)	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 constituted an event of default with respect to the loan.

(3)	The Company is in discussions with the lender regarding the ability to exercise the extension option as a result of the Company filing for bankruptcy.

(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 December 31, 2020 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. In accordance with ASC 852, unamortized deferred financing costs of $4,098, previously included in mortgage and other indebtedness, net in the Company’s consolidated balance sheets, related to the secured term loan were charged to reorganization items in the accompanying consolidated statement of operations as part of the Company’s reorganization. Additionally, unamortized deferred financing costs amounting to $6,965, previously included in intangible lease assets and other assets in the Company’s consolidated balance sheets, related to the secured line of credit were charged to reorganization items in the accompanying consolidated statement of operations as part of the Company’s reorganization. The outstanding amount of the secured credit facility is included in liabilities subject to compromise in the Company’s consolidated balance sheets as of December 31, 2020.

(5)

In accordance with ASC 852, 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 senior unsecured notes 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. In accordance with ASC 852, unamortized deferred financing costs and debt discounts of $14,231, previously included in mortgage and other indebtedness, net in the Company’s consolidated balance sheets, related to the senior unsecured notes were charged to reorganization items in the accompanying consolidated statement of operations as part of the Company’s reorganization. The outstanding amount of the senior unsecured notes is included in liabilities subject to compromise in the Company’s consolidated balance sheets as of December 31, 2020.

(6)	See page 13 for unamortized deferred financing costs.

(7)

The joint venture has an interest rate swap on a notional amount of $9,360, amortizing to $9,360 over the term of the swap, related to Ambassador Town Center Infrastructure Improvements to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate. Subsequent to December 31, 2020, the loan was extended for four years, with a new maturity date of 2025 and a fixed interest rate of 3.0%. In conjunction with the loan extension, the Company paid down $1,110 of principal, bringing the outstanding balance to $8,250.

(8)	Subsequent to December 31, 2020, the loan was extended for a new maturity date of February 2026.

(9)	The joint venture has an interest rate swap on a notional amount of $42,654, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020

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 ⁽¹⁾		CBL's Share of Unconsolidated Affiliates' Debt		Noncontrolling Interests' Share of Consolidated Debt			CBL's Share of Consolidated and Unconsolidated Debt		% of Total			Weighted Average Interest Rate
2019 ⁽²⁾	$	61,647	$	—	$	—		$	61,647		1.40	%		5.41	%
2021		505,735		34,121		(656	)		539,200		12.27	%		5.33	%
2022		378,350		121,389		(1,294	)		498,445		11.34	%		4.55	%
2023		1,564,676		199,433		—			1,764,109		40.14	%		7.81	%
2024		346,510		107,984		—			454,494		10.34	%		4.47	%
2025		36,774		131,486		(18,387	)		149,873		3.41	%		4.07	%
2026		784,248		41,917		(9,840	)		816,325		18.58	%		5.57	%
2028		—		110,627		—			110,627		2.52	%		4.93	%
Total	$	3,677,940	$	746,957	$	(30,177	)	$	4,394,720		100.00	%		6.14	%

Based on Original Maturity Dates:
Year	Consolidated Debt ⁽¹⁾		CBL's Share of Unconsolidated Affiliates' Debt		Noncontrolling Interests' Share of Consolidated Debt			CBL's Share of Consolidated and Unconsolidated Debt		% of Total			Weighted Average Interest Rate
2019 ⁽²⁾	$	61,647	$	—	$	—		$	61,647		1.40	%		5.41	%
2021		505,735		105,330		(656	)		610,409		13.89	%		5.27	%
2022		378,350		104,096		(1,294	)		481,152		10.95	%		4.61	%
2023		1,564,676		145,517		—			1,710,193		38.91	%		7.89	%
2024		346,510		107,984		—			454,494		10.34	%		4.47	%
2025		36,774		131,486		(18,387	)		149,873		3.41	%		4.07	%
2026		784,248		41,917		(9,840	)		816,325		18.58	%		5.57	%
2028		—		110,627		—			110,627		2.52	%		4.93	%
Total	$	3,677,940	$	746,957	$	(30,177	)	$	4,394,720		100.00	%		6.14	%

(1)	Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of December 31, 2020, and as the expected maturity date is subject to the outcome of the Chapter 11 Cases, the original, legal maturity dates are reflected in this table.

(2)	Represents a non-recourse loan that is in default.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020

Unencumbered Consolidated Portfolio Statistics

	Sales Per Square Foot for the Twelve Months Ended ^{(1) (2)}				Occupancy ⁽²⁾						% of Consolidated Unencumbered NOI for the Year Ended
	12/31/20	⁽³⁾	12/31/19		12/31/20			12/31/19			12/31/20			⁽⁴	⁾
Unencumbered consolidated Properties:
Tier 1 Malls	N/A		$	388		86.3	%		88.7	%		19.6	%	⁽⁵	⁾
Tier 2 Malls	N/A			338		82.1	%		87.2	%		34.4	%
Tier 3 Malls	N/A			278		81.1	%		86.9	%		23.3	%
Total Malls	N/A			323		82.3	%		87.3	%		77.3	%

Total Associated Centers	N/A		N/A			93.3	%		96.0	%		16.6	%

Total Community Centers	N/A		N/A			97.7	%		96.8	%		5.4	%

Total Office Buildings & Other	N/A		N/A			100.0	%		100.0	%		0.7	%

Total Unencumbered Consolidated Portfolio	N/A		$	323		86.4	%		90.4	%		100.0	%

(1)	Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.

(2)	Operating metrics are included for unencumbered consolidated operating properties and do not include sales or occupancy of unencumbered parcels.

(3)	Due to the temporary mall and store closures that occurred, 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 per square foot for the quarter or trailing twelve months

(4)	Our consolidated unencumbered properties generated approximately 35.8% of total consolidated NOI of $350,628,628 (which excludes NOI related to dispositions or lender properties) for the twelve months ended December 31, 2020.

(5)	NOI is derived from unencumbered Tier One Malls as well as unencumbered portions of Tier One Malls that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been redeveloped.

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020

Mall Portfolio Statistics

TIER 1

Sales ≥ $375 per square foot

Property

Location

Total

Center

SF ⁽¹⁾

Sales Per Square

Foot for the Twelve

Months Ended ⁽²⁾

Mall Occupancy

% of Total

Mall NOI

for the

Year Ended

12/31/20 ⁽³⁾

12/31/19

12/31/20

12/31/19

12/31/20 ⁽⁴⁾

Coastal Grand

Myrtle Beach, SC

1,037,502

CoolSprings Galleria

Nashville, TN

1,166,284

Cross Creek Mall

Fayetteville, NC

790,582

Fayette Mall

Lexington, KY

1,158,534

Friendly Center and The Shops at

Friendly

Greensboro, NC

1,367,804

Hamilton Place

Chattanooga, TN

1,160,861

Hanes Mall

Winston-Salem, NC

1,435,164

Imperial Valley

El Centro, CA

762,695

Jefferson Mall

Louisville, KY

783,643

Mall del Norte

Laredo, TX

1,219,244

Northwoods Mall

North Charleston, SC

748,273

Oak Park Mall

Overland Park, KS

1,518,420

Old Hickory Mall

Jackson, TN

538,641

Parkway Place

Huntsville, AL

647,808

The Outlet Shoppes at Atlanta

Woodstock, GA

405,146

The Outlet Shoppes at El Paso

El Paso, TX

433,046

The Outlet Shoppes of the Bluegrass

Simpsonville, KY

428,072

Richland Mall

Waco, TX

693,448

Southpark Mall

Colonial Heights, VA

675,644

St. Clair Square

Fairview Heights, IL

1,067,610

Sunrise Mall

Brownsville, TX

799,379

West County Center

Des Peres, MO

1,198,304

Total Tier 1 Malls

20,036,104

N/A

463

89.5

93.2

47.1

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020

Mall Portfolio Statistics (continued)

TIER 2

Sales of ≥ $300 to < $375 per square foot

Property

Location

Total

Center

SF ⁽¹⁾

Sales Per Square

Foot for the Twelve

Months Ended ⁽²⁾

Mall Occupancy

% of Total

Mall NOI

for the

Year Ended

12/31/20 ⁽³⁾

12/31/19

12/31/20

12/31/19

12/31/20 ⁽⁴⁾

Arbor Place

Atlanta (Douglasville), GA

1,162,064

Dakota Square Mall

Minot, ND

757,513

East Towne Mall

Madison, WI

801,252

Frontier Mall

Cheyenne, WY

523,709

Governor's Square

Clarksville, TN

696,075

Harford Mall

Bel Air, MD

503,774

Kirkwood Mall

Bismarck, ND

820,490

Layton Hills Mall

Layton, UT

482,120

Mayfaire Town Center

Wilmington, NC

654,345

Northpark Mall

Joplin, MO

896,044

The Outlet Shoppes at Laredo ⁽⁵⁾

Laredo, TX

358,122

Parkdale Mall

Beaumont, TX

1,151,375

Pearland Town Center

Pearland, TX

663,791

Post Oak Mall

College Station, TX

787,554

South County Center

St. Louis, MO

1,028,627

Southaven Towne Center

Southaven, MS

607,529

Turtle Creek Mall

Hattiesburg, MS

844,981

Valley View Mall

Roanoke, VA

863,447

Volusia Mall

Daytona Beach, FL

1,060,283

West Towne Mall

Madison, WI

829,719

WestGate Mall

Spartanburg, SC

950,781

Westmoreland Mall

Greensburg, PA

976,671

York Galleria

York, PA

756,707

Total Tier 2 Malls

18,176,973

N/A

343

84.8

89.1

34.3

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

As of December 31, 2020

Mall Portfolio Statistics (continued)

TIER 3 Sales < $300 per square foot
Property	Location	Total Center SF ⁽¹⁾		Sales Per Square Foot for the Twelve Months Ended ⁽²⁾			Mall Occupancy						% of Total Mall NOI for the Year Ended
				12/31/20 ⁽³⁾	12/31/19		12/31/20			12/31/19			12/31/20 ⁽⁴⁾
Alamance Crossing	Burlington, NC		904,662
Brookfield Square	Brookfield, WI		864,339
CherryVale Mall	Rockford, IL		870,655
Eastland Mall	Bloomington, IL		732,651
Kentucky Oaks Mall	Paducah, KY		774,764
Laurel Park Place	Livonia, MI		491,215
Meridian Mall	Lansing, MI		945,997
Mid Rivers Mall	St. Peters, MO		1,035,802
Monroeville Mall	Pittsburgh, PA		985,073
Northgate Mall	Chattanooga, TN		660,790
The Outlet Shoppes at Gettysburg	Gettysburg, PA		249,937
Stroud Mall	Stroudsburg, PA		414,441
Total Tier 3 Malls			8,930,326	N/A	$	276		77.7	%		84.9	%		13.1	%

Total Mall Portfolio			47,143,403	N/A	$	389		85.5	%		90.1	%		94.5	%

Excluded Malls ⁽⁶⁾

Property

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF⁽¹⁾		% Change Average
Quarter:
All Property Types ⁽²⁾		704,053	$	37.77	$	30.99		(18.0	)%	$	31.43		(16.8	)%
Stabilized Malls		650,565		38.39		30.96		(19.4	)%		31.34		(18.4	)%
New leases		36,515		38.23		28.33		(25.9	)%		30.96		(19.0	)%
Renewal leases		614,050		38.40		31.11		(19.0	)%		31.36		(18.3	)%

Year-to-Date:
All Property Types ⁽²⁾		1,590,494	$	33.57	$	28.54		(15.0	)%	$	28.98		(13.7	)%
Stabilized Malls		1,443,733		34.16		28.84		(15.6	)%		29.26		(14.3	)%
New leases		105,128		32.01		30.72		(4.0	)%		32.62		1.9	%
Renewal leases		1,338,605		34.32		28.69		(16.4	)%		28.99		(15.5	)%

			Average Annual Base Rents Per Square Foot ⁽³⁾ By Property Type For Small Shop Space Less Than 10,000 Square Feet:
Total Leasing Activity:
	Square Feet			As of December 31,
Quarter:				2020		2019
Operating portfolio:			Same-center stabilized malls	$	29.34	$	31.97
New leases		78,729	Stabilized malls		29.41		32.06
Renewal leases		742,257	Non-stabilized malls ⁽⁴⁾		24.45		24.25
Development Portfolio:			Associated centers		13.23		13.84
New leases		55,621	Community centers		16.65		17.04
Total leased		876,607	Office buildings		19.28		19.04

Year-to-Date:
Operating Portfolio:
New leases		542,500
Renewal leases		2,062,536
Development Portfolio:
New leases		63,550
Total leased		2,668,586

	Number of Leases		Square Feet		Term (in years)		Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread					Average Rent Spread
Commencement 2020:
New		79		239,162		6.94	$	28.65	$	30.30	$	28.09	$	0.56		2.0	%	$	2.21		7.9	%
Renewal		418		1,318,397		2.57		26.09		27.26		32.00		(5.91	)	(18.5	)%		(4.74	)	(14.8	)%
Commencement 2020 Total		497		1,557,559		3.27		26.48		27.73		31.40		(4.92	)	(15.7	)%		(3.67	)	(11.7	)%


Commencement 2021:
New		19		56,143		7.32		31.51		34.11		29.78		1.73		5.8	%		4.33		14.5	%
Renewal		174		564,190		2.02		27.98		27.96		34.28		(6.30	)	(18.4	)%		(6.32	)	(18.4	)%
Commencement 2021 Total		193		620,333		2.55		28.30		28.52		33.87		(5.57	)	(16.4	)%		(5.35	)	(15.8	)%

Total 2020/2021		690		2,177,892		3.06	$	27.00	$	27.95	$	32.10	$	(5.10	)	(15.9	)%	$	(4.15	)	(12.9	)%

	Tenant	Number of Stores		Square Feet		Percentage of Total Revenues ⁽¹⁾
1	L Brands, Inc. ⁽²⁾		117		691,349		3.96	%
2	Foot Locker, Inc.		106		502,473		3.55	%
3	Signet Jewelers Ltd. ⁽³⁾		135		197,953		3.01	%
4	American Eagle Outfitters, Inc.		68		418,566		2.57	%
5	Dick's Sporting Goods, Inc. ⁽⁴⁾		26		1,497,161		2.13	%
6	Genesco Inc. ⁽⁵⁾		98		190,893		1.78	%
7	H & M Hennes & Mauritz AB		43		917,934		1.71	%
8	Luxottica Group S.P.A. ⁽⁶⁾		96		218,393		1.49	%
9	Finish Line, Inc.		40		210,781		1.44	%
10	The Gap, Inc.		49		568,426		1.42	%
11	The Buckle, Inc.		42		217,042		1.37	%
12	Express Fashions		33		271,404		1.22	%
13	JC Penney Company, Inc. ⁽⁷⁾		46		5,548,339		1.17	%
14	Cinemark Holdings, Inc.		9		467,190		1.16	%
15	Hot Topic, Inc.		99		231,890		1.15	%
16	Shoe Show, Inc.		40		492,682		1.14	%
17	Abercrombie & Fitch, Co.		35		234,204		1.03	%
18	Barnes & Noble Inc.		17		521,273		0.93	%
19	The Children's Place, Inc.		39		171,395		0.90	%
20	Claire's Stores, Inc.		77		96,868		0.88	%
21	Ulta Beauty, Inc.		24		248,947		0.82	%
22	Ascena Retail Group, Inc. ⁽⁸⁾		49		260,546		0.74	%
23	Focus Brands ⁽⁹⁾		71		49,898		0.72	%
24	Chick-fil-A, Inc.		34		56,114		0.70	%
25	Macy's Inc. ⁽¹⁰⁾		30		4,179,850		0.70	%
			1,423		18,461,571		37.69	%

	Three Months Ended December 31,				Year Ended December 31,
	2020		2019		2020		2019
Tenant allowances ⁽¹⁾	$	1,354	$	14,494	$	11,971	$	36,325
Deferred maintenance: ⁽²⁾
Parking lot and parking lot lighting		57		3,694		327		4,223
Roof repairs and replacements		139		1,030		2,373		5,787
Other capital expenditures		325		5,628		5,279		20,722
Total deferred maintenance expenditures		521		10,352		7,979		30,732
Total capital expenditures	$	1,875	$	24,846	$	19,950	$	67,057

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CBL & ASSOCIATES PROPERTIES INC Reports

	2020		2019
Quarter ended:
March 31,	$	773	$	565
June 30,		157		444
September 30,		513		790
December 31,		455		498
	$	1,898	$	2,297

					CBL's Share of
Property	Location	CBL Ownership Interest	Total Project Square Feet		Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2020 Cost		Opening Date	Initial Unleveraged Yield
Outparcel Development:
Fremaux Town Center - Old Navy	Slidell, LA	90%		12,467	$	1,918	$	1,553	$	100	May-20	9.2%
Hamilton Place - Self Storage ^{(3) (4)}	Chattanooga, TN	54%		68,875		5,824		4,416		3,297	Jul-20	8.7%
Mayfaire Town Center - First Watch	Wilmington, NC	100%		6,300		2,267		1,500		1,134	Oct-20	10.1%
Parkdale Mall - Self Storage ^{(3) (4)}	Beaumont, TX	50%		69,341		4,435		3,543		1,039	Apr-20	10.2%
Total Outparcel Developments Completed				156,983	$	14,444	$	11,012	$	5,570

TIER 1 Sales ≥ $375 per square foot
Property	Location	Sears Status as of December 31, 2020 ⁽¹⁾	Sears Redevelopment Plans	BonTon Redevelopment Plans
Coastal Grand	Myrtle Beach, SC	Open (O)	Owned by Sears.
CoolSprings Galleria	Nashville, TN		Redeveloped in 2015.
Cross Creek Mall	Fayetteville, NC	Est. '21 Opening	Pad sale to Rooms to Go completed and ground lease to Longhorn. Est. 2021 opening.
Fayette Mall	Lexington, KY		Redeveloped in 2016.
Friendly Center and The Shops at Friendly	Greensboro, NC	Open (O)	Owned by Sears. Whole Foods sub-leases 1/3 of the box.
Hanes Mall	Winston-Salem, NC	Closed (O)	Owned by third party. Novant Health, Inc. purchased Sears and Sears TBA for future medical office.
Hamilton Place	Chattanooga, TN		Cheesecake Factory Open. Dick's Sporting Goods, Dave & Busters opened March 2020 and Malone's (opening TBD). Under Construction with Aloft hotel (opening 2021).
Imperial Valley Mall	El Centro, CA	Closed (O)	Owned by Seritage. Interest from educational user.
Jefferson Mall	Louisville, KY	Closed	Purchased in Jan 2017 sale-leaseback for future redevelopment. Under negotiation with grocery user.
Mall del Norte	Laredo, TX	Closed (O)	Owned by Sears.
Northwoods Mall	North Charleston, SC		Owned by Seritage. Redeveloped with Burlington.
Oak Park Mall	Overland Park, KS
Old Hickory Mall	Jackson, TN	Closed	Actively leasing.
Parkway Place	Huntsville, AL
Richland Mall	Waco, TX		Sears sold location to Dillard's in 2018. Dillard's opened Q2 '20.
St. Clair Square	Fairview Heights, IL	Closed (O)	Building owned by Sears.
The Outlet Shoppes at Atlanta	Woodstock, GA
The Outlet Shoppes at El Paso	El Paso, TX
The Outlet Shoppes of the Bluegrass	Simpsonville, KY
Southpark Mall	Colonial Heights, VA	Closed	LOI under negotiation for sale to home improvement/supply store.
Sunrise Mall	Brownsville, TX	Under construction (O)	Sears sold to third party developer. TruFit under construction. Entertainment under negotiation.
West County Center	Des Peres, MO

TIER 2 Sales ≥ $300 to < $375 per square foot
Property	Location	Sears Status as of December 31, 2020 ⁽¹⁾	Sears Redevelopment Plans	BonTon Redevelopment Plans
Arbor Place	Atlanta (Douglasville), GA	Closed (O)	Sears sold to third party developer for redevelopment. Under negotiation with entertainment/fitness.
Dakota Square Mall	Minot, ND	Closed	Under LOI for sale to sporting goods user (relocation/expansion of existing store).	Ross Dress For Less Opened.
East Towne Mall	Madison, WI	Closed (O)	Owned by Sears.	Owned by third party. Under negotiation with non-retail use.
Frontier Mall	Cheyenne, WY		Jax Outdoor Gear purchased location (O) and opened November 2019.
Governor's Square	Clarksville, TN	Closed	50/50 joint venture property. Under negotiation/LOIs with tenants.
Harford Mall	Bel Air, MD	Closed	Under negotiations with grocer.
Kirkwood Mall	Bismarck, ND			Leases executed with restaurants. Construction expected to commence in 2021.
Layton Hills Mall	Layton, UT
Mayfaire Town Center	Wilmington, NC
Northpark Mall	Joplin, MO	Closed (O)	Building owned by Sears.
The Outlet Shoppes at Laredo	Laredo, TX
Parkdale Mall	Beaumont, TX	Closed (O)	Owned by Sears.
Pearland Town Center	Pearland, TX
Post Oak Mall	College Station, TX		Location purchased from Sears by third party. Conn's opened. Fitness under negotiation.
South County Center	St. Louis, MO	Closed	Sears still paying rent under ground lease.
Southaven Towne Center	Southaven, MS
Turtle Creek Mall	Hattiesburg, MS	Closed (O)	Owned by Sears.
Valley View Mall	Roanoke, VA	Closed (O)	Owned by Sears. Under negotiation with sporting goods/entertainment.
Volusia Mall	Daytona Beach, FL	Closed (O)	Sears under contract for sale to third party developer for redevelopment.
WestGate Mall	Spartanburg, SC	Closed (O)	Sears sold to third party developer for redevelopment. Non-retail under negotiation.
Westmoreland Mall	Greensburg, PA	Closed (O)	Building owned by Sears. Potential for non-retail.	Stadium Casino opened November 2020.
York Galleria	York, PA	Under Construction	Hollywood Casino under construction. Est. 2021 opening.	Owned by third party. Under contract for sale to non-retail use.
West Towne Mall	Madison, WI		Owned by Seritage. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby under construction - opening 2021.	Von Maur opening 2022.