CBL CBL and Associates Properties Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 12, 2024

 

 

CBL & ASSOCIATES PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			1-12494	62-1545718
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee				37421-6000
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 423 855-0001

 

(Former Name or Former Address, if Changed Since Last Report)

 

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CBL		New York Stock Exchange

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

Emerging growth company ☐

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

 

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Item 2.02 Results of Operations and Financial Condition.

On February 12, 2024, CBL & Associates Properties, Inc. (the "Company") reported its results for the fourth quarter and year ended December 31, 2023. The Company's earnings release and supplemental financial and operating information for the fourth quarter and year ended December 31, 2023 are attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Earnings Release dated February 12, 2024 and Supplemental Financial and Operating Information - For the Three Months and Year Ended December 31, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CBL & ASSOCIATES PROPERTIES, INC.
Date:	February 12, 2024	By:	/s/ Benjamin W. Jaenicke
			Benjamin W. Jaenicke Executive Vice President - Chief Financial Officer and Treasurer

 

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Exhibit 99.1

 

 

 

 

 

Earnings Release and

Supplemental Financial and Operating Information

 

For the Three Months and Year Ended

December 31, 2023

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Earnings Release and Supplemental Financial and Operating Information

Table of Contents

 

		Page
Earnings Release		1
Consolidated Statements of Operations		6
Reconciliations of Supplementary Non-GAAP Financial Measures:
Funds from Operations (FFO)		7
Same-center Net Operating Income (NOI)		9
Share of Consolidated and Unconsolidated Debt		11
Consolidated Balance Sheets		12
Condensed Combined Financial Statements - Unconsolidated Affiliates		13
Ratio of Adjusted EBITDAre to Interest Expense and Reconciliation of Adjusted EBITDAre to Operating Cash Flows		14
Components of Rental Revenues		16
Schedule of Mortgage and Other Indebtedness		17
Schedule of Maturities		19
Property List		21
Operating Metrics by Collateral Pool		24
CBL & Associates HoldCo I, LLC Financial Statements		26
Leasing Activity and Average Annual Base Rents		28
Top 25 Tenants Based on Percentage of Total Annualized Revenues		30
Capital Expenditures		31
Development Activity		32
CBL Core Portfolio Exposure to Sears and Closed Bon-Ton Locations and Redevelopment Plans		33

 

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	News Release

Contact: Katie Reinsmidt, Executive Vice President & Chief Operating Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

 

CBL PROPERTIES REPORTS RESULTS FOR FOURTH QUARTER AND FULL-YEAR 2023

CHATTANOOGA, Tenn. (February 12, 2024) – CBL Properties (NYSE: CBL) announced results for the fourth quarter and year ended December 31, 2023. Results of operations as reported in the consolidated financial statements for these periods are prepared in accordance with GAAP. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Net income (loss) attributable to common shareholders		$	0.37			$	0.03			$	0.17			$	(3.20	)
Funds from Operations ("FFO")		$	1.80			$	1.99			$	6.59			$	5.78
FFO, as adjusted (1)		$	1.94			$	2.11			$	6.66			$	7.88

KEY TAKEAWAYS:

“2023 was an excellent year for CBL," said CBL's chief executive officer, Stephen D. Lebovitz. "Same-center NOI and FFO, as adjusted, were at the high end of our guidance ranges. This strong performance was driven by a record level of leasing production, which drove occupancy improvements throughout the year. Comparable leasing was stable with flat blended lease spreads. The favorable retail environment produced strong demand for new store openings and limited closings. Although portfolio sales were down for the year, results improved in the fourth quarter with a strong close to the holiday season. NOI was also helped by our ability to limit increases in same-center operating expenses despite inflationary pressures.

"While rising interest rates contributed to a challenging financing environment, we successfully addressed all of our 2023 maturities. The refinancing of the Outlet Shops at Atlanta, closed in October, extended our maturity schedule, locked in a favorable, long-term rate and generated new proceeds. The elimination of the corporate guarantee on our term loan on November 2nd removed nearly all of our corporate recourse obligations. Additionally, we demonstrated our commitment to return capital to shareholders, implementing a stock repurchase program and most recently announcing another increase in the dividend. This commitment will continue to be a priority as we work to maximize shareholder returns in the future.

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"Our 2024 guidance reflects the impact of operating momentum carried over from 2023, offset by certain anticipated headwinds this year. Our forecast assumes ongoing healthy tenant demand, improving specialty leasing income and the benefit of successful real estate tax appeals. Contributions from new large space openings, such as Thrill Factory at East Towne Mall and replacements for several Bed, Bath & Beyond spaces, such as Crunch Fitness at Coastal Grand and Schuler's Books at Meridian Mall will also positively impact revenues. Alternatively, the sales declines in 2023 will put pressure on near-term percentage rent and renewal lease spreads. Rising insurance costs will increase operating expenses and overall higher interest rates will continue to impact FFO. As we move forward in 2024, our team is working to offset these challenges and generate positive NOI growth. Our balance sheet is well-positioned with our strong cash balance and limited upcoming loan maturities. We are focused on sustaining strong leasing and operating momentum and generating further growth in free cash flow and shareholder value."

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

		Three Months Ended December 31,
		2023				2022
Total Revenues		$	173,155			$	176,947
Total Expenses		$	(53,689	)		$	(56,046	)
Total portfolio same-center NOI		$	119,466			$	120,901
Total same-center NOI percentage change			(1.2	)%
Estimate for uncollectable revenues (recovery)		$	(219	)		$	(410	)

Same-center NOI for the fourth quarter 2023 declined $1.4 million. Major variances impacting the quarter included a $4.0 million decline in percentage rents. Expenses declined $2.4 million including a $2.1 million decline in real estate taxes.

		Year Ended December 31,
		2023				2022
Total Revenues		$	654,525			$	664,422
Total Expenses		$	(216,013	)		$	(219,047	)
Total portfolio same-center NOI		$	438,512			$	445,376
Total same-center NOI percentage change			(1.5	)%
Estimate for uncollectable revenues (recovery)		$	1,308			$	(4,334	)

Same-center NOI for the year ended December 31, 2023, declined by $6.9 million or 1.5% from the prior-year period. The decline was driven by a $5.6 million unfavorable variance in the estimate for uncollectable revenues and a $7.0 million decline in percentage rents. Total expenses declined $3.0 million including a $2.5 million decline in real estate taxes.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

		As of December 31,
		2023		2022
Total portfolio		90.9%		91.0%
Malls, Lifestyle Centers and Outlet Centers:
Total malls		89.3%		89.1%
Total lifestyle centers		91.5%		92.7%
Total outlet centers		91.9%		90.8%
Total same-center malls, lifestyle centers and outlet centers		89.8%		89.6%
All Other:
Total open-air centers		95.6%		95.3%
Total other		78.2%		93.0%

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,
		2023		2023
All Property Types		(2.6)%		0.0%
Stabilized Malls, Lifestyle Centers and Outlet Centers		(3.4)%		(1.0)%
New leases		30.0%		26.2%
Renewal leases		(4.2)%		(2.6)%

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

		Sales Per Square Foot for the Trailing Twelve Months Ended December 31,
		2023				2022				% Change
Mall, Lifestyle Center and Outlet Center same-center sales per square foot		$	416			$	435			(4.4)%

DIVIDEND

On February 8, 2024, CBL’s Board of Directors approved a 6.7% increase in CBL's regular quarterly cash dividend for the three months ended March 31, 2024, to $0.40 per share. The dividend, which equates to an annual dividend payment of $1.60 per share, is payable on March 29, 2024, to shareholders of record as of March 15, 2024.

FINANCING ACTIVITY

In 2023, CBL completed more than $575.0 million in financing activity, successfully addressing all 2023 final loan maturities.

In October, CBL, along with its 50% joint venture partner, Horizon Group Properties, closed a new $79.3 million loan ($39.7 million at CBL’s 50% share) secured by The Outlet Shoppes of Atlanta, the premier outlet shopping destination located in Woodstock, GA. The new non-recourse ten-year loan bears a fixed interest-only rate of 7.85% and replaces two loans with an aggregate balance of $69.5 million (at 100%) that were set to mature in November 2023.

In October, CBL and its 35% joint venture partner closed on the extension and modification of the loan secured by The Outlet Shoppes at Laredo in Laredo, TX. The loan was modified to reduce the principal balance to $33.98 million and extend the loan through June 2025. The interest rate of SOFR plus 325 basis points remained the same.

In October, CBL exercised its option to extend the $17.6 million recourse loan secured by the Brookfield Square Anchor Redevelopment to December 2024. In connection with the extension, CBL made the optional election to reduce the outstanding principal balance by $2.0 million.

In November, CBL and the lender of the loan secured by Volusia Mall in Daytona Beach, FL, closed on the modification and extension of the loan. The loan was modified to apply escrow balances to reduce the principal balance by $1.7 million to $36.7 million and extend the maturity date two years to May 2026.

CBL is cooperating with the foreclosure or conveyance of WestGate Mall in Spartanburg, SC, ($28.7 million) and Alamance Crossing East in Burlington, NC, ($41.1 million).

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

STOCK REPURCHASE PROGRAM ACTIVITY

On August 10, 2023, CBL announced that its Board of Directors authorized a stock repurchase program for the Company to buy up to $25.0 million of its common stock. Purchases may be made through the program by August 10, 2024. In 2023, CBL repurchased 51,966 shares at an average price of $21.30 per share under the program.

DISPOSITIONS

During the fourth quarter 2023, CBL completed the sale of one land parcel, generating $0.7 million in gross proceeds at CBL's share. In 2023, CBL grossed more than $9.6 million from dispositions.

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

Detailed project information is available in CBL’s Financial Supplement for Q4 2023, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

OUTLOOK AND GUIDANCE

Based on Management's expectations for 2024, CBL is initiating the following guidance for FFO, as adjusted, and same-center NOI for full-year 2024. Guidance excludes the impact of any unannounced transactions.

		Low				High
2024 FFO, as adjusted (in millions)		$	196.0			$	210.0
2024 FFO, as adjusted, per share		$	6.19			$	6.63
Weighted average common shares outstanding (in millions)		31.7				31.7
2024 Same-Center NOI ("SC NOI") (in millions)		$	428.0			$	442.0
2024 change in same-center NOI			(1.9	)%			1.3	%

 

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2023 vs. 2024 Same-Center NOI Guidance Bridge (in millions):

	2024 SC NOI Low End			2024 SC NOI High End			Category Explanation
2023 same-center NOI	$	436.5		$	436.5		Harford Mall removed from same-center NOI pool.
Net impact from new and renewal leasing activity		5.5			9.0		Net impact of new leases, renewal leases and contractual rent bumps.
Percentage rent		(4.0	)		(1.0	)	Lower percentage rent resulting from an anticipated decline in full-year sales.
Operating expense		(2.0	)		-		Low end represents potential increase in operating expenses.
Credit loss		(6.0	)		(1.5	)	Unbudgeted reserve for tenants that may file for bankruptcy/close stores.
Uncollectable revenue variance		(2.0	)		(1.0	)	Represents the estimated impact of an unfavorable variance in the estimate for uncollectable revenues.
2024 SC NOI Guidance	$	428.0		$	442.0
% change		(1.9	)%		1.3	%

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

		Low				High
Expected diluted earnings per common share		$	-			$	0.44
Depreciation and amortization			4.79				4.79
Dividends allocable to unvested restricted stock			0.03				0.03
Debt discount accretion, net of noncontrolling interests' share			1.46				1.46
Adjustment for unconsolidated affiliates with negative investment			(0.09	)			(0.09	)
Expected FFO, as adjusted, per diluted, fully converted common share		$	6.19			$	6.63

2024 Estimate of Capital Items (in millions):

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

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

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

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

The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership.

In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.

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

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The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 7 of this news release for a description of these adjustments.

Same-center Net Operating Income

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

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

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

Pro Rata Share of Debt

The Company presents debt based on the carrying value of its pro rata ownership share (including the carrying value of the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.

Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.

 

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
REVENUES:
Rental revenues		$	134,008			$	143,441			$	513,957			$	542,247
Management, development and leasing fees			1,821				1,820				7,917				7,158
Other			3,880				4,350				13,412				13,606
Total revenues			139,709				149,611				535,286				563,011
EXPENSES:
Property operating			(22,254	)			(23,080	)			(90,996	)			(92,126	)
Depreciation and amortization			(42,376	)			(61,841	)			(190,505	)			(256,310	)
Real estate taxes			(11,744	)			(14,550	)			(54,807	)			(57,119	)
Maintenance and repairs			(11,334	)			(11,417	)			(41,336	)			(42,485	)
General and administrative			(14,283	)			(16,066	)			(64,066	)			(67,215	)
Loss on impairment			—				—				—				(252	)
Litigation settlement			132				122				2,310				304
Other			(23	)			—				(221	)			(834	)
Total expenses			(101,882	)			(126,832	)			(439,621	)			(516,037	)
OTHER INCOME (EXPENSES):
Interest and other income			3,939				3,722				13,199				4,938
Interest expense			(42,317	)			(33,914	)			(172,905	)			(217,342	)
Gain on extinguishment of debt			3,270				7,344				3,270				7,344
Gain on deconsolidation			—				—				47,879				36,250
Loss on available-for-sale securities			—				—				—				(39	)
Gain on sales of real estate assets			229				1,798				5,125				5,345
Reorganization items, net			—				36				—				298
Income tax benefit (provision)			487				(328	)			(894	)			(3,079	)
Equity in earnings of unconsolidated affiliates			9,043				3,488				11,865				19,796
Total other expenses			(25,349	)			(17,854	)			(92,461	)			(146,489	)
Net income (loss)			12,478				4,925				3,204				(99,515	)
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership			(8	)			—				(2	)			34
Other consolidated subsidiaries			(657	)			(2,003	)			3,344				5,999
Net income (loss) attributable to the Company			11,813				2,922				6,546				(93,482	)
Earnings allocable to unvested restricted stock			(276	)			(2,111	)			(1,113	)			(2,537	)
Net income (loss) attributable to common shareholders		$	11,537			$	811			$	5,433			$	(96,019	)
Basic and diluted per share data attributable to common shareholders:
Basic earnings per share		$	0.37			$	0.03			$	0.17			$	(3.20	)
Diluted earnings per share			0.37				0.03				0.17				(3.20	)
Weighted-average basic shares			31,291				30,999				31,303				30,046
Weighted-average diluted shares			31,291				30,999				31,303				30,046

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

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

(in thousands, except per share data)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Net income (loss) attributable to common shareholders		$	11,537			$	811			$	5,433			$	(96,019	)
Noncontrolling interest in loss of Operating Partnership			8				—				2				(34	)
Earnings allocable to unvested restricted stock			276				2,111				1,113				2,537
Depreciation and amortization expense of:
Consolidated properties			42,376				61,841				190,505				256,310
Unconsolidated affiliates			4,145				(191	)			17,408				20,813
Non-real estate assets			(232	)			(526	)			(905	)			(1,050	)
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(507	)			(832	)			(2,442	)			(3,498	)
Loss on impairment, net of taxes			—				—				—				186
Gain on depreciable property			—				—				—				(629	)
FFO allocable to Operating Partnership common unitholders			57,603				63,214				211,114				178,616
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1)			13,909				22,131				61,788				176,055
Adjustment for unconsolidated affiliates with negative investment (2)			(6,062	)			(1,522	)			(7,242	)			(37,645	)
Senior secured notes fair value adjustment (3)			—				—				—				(395	)
Litigation settlement (4)			(132	)			(122	)			(2,310	)			(304	)
Non-cash default interest expense (5)			—				(9,148	)			972				(28,953	)
Gain on deconsolidation (6)			—				—				(47,879	)			(36,250	)
Loss on available-for-sale securities			—				—				—				39
Reorganization items, net (7)			—				(36	)			—				(298	)
Gain on extinguishment of debt (8)			(3,270	)			(7,344	)			(3,270	)			(7,344	)
FFO allocable to Operating Partnership common unitholders, as adjusted		$	62,048			$	67,173			$	213,173			$	243,521
FFO per diluted share		$	1.80			$	1.99			$	6.59			$	5.78
FFO, as adjusted, per diluted share		$	1.94			$	2.11			$	6.66			$	7.88
Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted			32,007				31,840				32,015				30,888

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Diluted EPS attributable to common shareholders		$	0.37			$	0.03			$	0.17			$	(3.20	)
Add amounts per share included in FFO:
Unvested restricted stock			0.01				0.08				0.03				0.16
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from    consolidated properties, unconsolidated affiliates, non-real estate    assets and excluding amounts allocated to noncontrolling    interests			1.42				1.88				6.39				8.83
Loss on impairment, net of taxes			—				—				—				0.01
Gain on depreciable property			—				—				—				(0.02	)
FFO per diluted share		$	1.80			$	1.99			$	6.59			$	5.78

 

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees		$	1,423			$	1,095			$	3,504			$	5,115
Straight-line rental income adjustment		$	1,432			$	3,140			$	6,840			$	12,540
Gain on outparcel sales, net of taxes and noncontrolling interests' share		$	229			$	2,132			$	5,607			$	5,712
Net amortization of acquired above- and below-market leases		$	(5,626	)		$	(4,286	)		$	(20,736	)		$	(20,773	)
Income tax benefit (provision)		$	487			$	(328	)		$	(894	)		$	(3,079	)
Abandoned projects expense		$	(22	)		$	—			$	(39	)		$	(834	)
Interest capitalized		$	111			$	87			$	453			$	618
Estimate of uncollectable revenues		$	1,081			$	866			$	(1,493	)		$	4,920
										As of December 31,
										2023				2022
Straight-line rent receivable										$	22,649			$	15,600

 

 

 

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Dollars in thousands)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Net income (loss)		$	12,478			$	4,925			$	3,204			$	(99,515	)
Adjustments:
Depreciation and amortization			42,376				61,841				190,505				256,310
Depreciation and amortization from unconsolidated affiliates			4,145				(191	)			17,408				20,813
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(507	)			(832	)			(2,442	)			(3,498	)
Interest expense			42,317				33,914				172,905				217,342
Interest expense from unconsolidated affiliates			17,753				22,877				71,867				88,331
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(1,089	)			(177	)			(6,156	)			(7,960	)
Abandoned projects expense			22				—				39				834
Gain on sales of real estate assets, net of taxes and noncontrolling interests' share			(229	)			(1,798	)			(4,839	)			(5,345	)
Gain on sales of real estate assets of unconsolidated affiliates			—				(374	)			(768	)			(1,036	)
Adjustment for unconsolidated affiliates with negative investment			(6,062	)			(1,522	)			(7,242	)			(37,645	)
Gain on extinguishment of debt			(3,270	)			(7,344	)			(3,270	)			(7,344	)
Gain on deconsolidation			—				—				(47,879	)			(36,250	)
Loss on available-for-sale securities			—				—				—				39
Loss on impairment			—				—				—				252
Litigation settlement			(132	)			(122	)			(2,310	)			(304	)
Reorganization items, net			—				(36	)			—				(298	)
Income tax (benefit) provision			(487	)			328				894				3,079
Lease termination fees			(1,423	)			(1,095	)			(3,504	)			(5,115	)
Straight-line rent and above- and below-market lease amortization			4,194				1,146				13,896				8,233
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries			(657	)			(2,003	)			3,344				5,999
General and administrative expenses			14,283				16,066				64,066				67,215
Management fees and non-property level revenues			(4,360	)			(2,635	)			(19,087	)			(4,433	)
Operating Partnership's share of property NOI			119,352				122,968				440,631				459,704
Non-comparable NOI			114				(2,067	)			(2,119	)			(14,328	)
Total same-center NOI (1)		$	119,466			$	120,901			$	438,512			$	445,376
Total same-center NOI percentage change			(1.2	)%							(1.5	)%

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Same-center Net Operating Income

(Continued)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Malls		$	84,789			$	86,129			$	303,365			$	313,384
Outlet centers			5,505				5,360				21,043				19,845
Lifestyle centers			9,079				9,938				35,662				35,646
Open-air centers			13,946				13,346				55,276				52,847
Outparcels and other			6,147				6,128				23,166				23,654
Total same-center NOI (1)		$	119,466			$	120,901			$	438,512			$	445,376
Percentage Change:
Malls			(1.6	)%							(3.2	)%
Outlet centers			2.7	%							6.0	%
Lifestyle centers			(8.6	)%							0.0	%
Open-air centers			4.5	%							4.6	%
Outparcels and other			0.3	%							(2.1	)%
Total same-center NOI (1)			(1.2	)%							(1.5	)%

---

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

		As of December 31, 2023
		Fixed Rate				Variable Rate				Total Debt				Unamortized Deferred Financing Costs				Unamortized Debt Discounts (1)				Total, net
Consolidated debt		$	915,753			$	1,028,213			$	1,943,966			$	(13,221	)		$	(41,942	)		$	1,888,803
Noncontrolling interests' share of consolidated debt			(25,021	)			(11,823	)			(36,844	)			249				3,706				(32,889	)
Company's share of unconsolidated affiliates' debt			622,169				57,274				679,443				(3,197	)			—				676,246
Other debt (2)			69,783				—				69,783				—				—				69,783
Company's share of consolidated, unconsolidated and other debt		$	1,582,684			$	1,073,664			$	2,656,348			$	(16,169	)		$	(38,236	)		$	2,601,943
Weighted-average interest rate			5.26	%			8.42	%			6.54	%
		As of December 31, 2022
		Fixed Rate				Variable Rate				Total Debt				Unamortized Deferred Financing Costs				Unamortized Debt Discounts (1)				Total, net
Consolidated debt		$	1,023,634			$	1,065,942			$	2,089,576			$	(17,101	)		$	(72,289	)		$	2,000,186
Noncontrolling interests' share of consolidated debt			(25,420	)			(13,387	)			(38,807	)			317				7,448				(31,042	)
Company's share of unconsolidated affiliates' debt			621,642				71,584				693,226				(2,142	)			—				691,084
Company's share of consolidated, unconsolidated and other debt		$	1,619,856			$	1,124,139			$	2,743,995			$	(18,926	)		$	(64,841	)		$	2,660,228
Weighted-average interest rate			4.83	%			7.10	%			5.76	%

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

		December 31,
		2023				2022
ASSETS
Real estate assets:
Land		$	585,191			$	596,715
Buildings and improvements			1,216,054				1,198,597
			1,801,245				1,795,312
Accumulated depreciation			(228,034	)			(136,901	)
			1,573,211				1,658,411
Developments in progress			8,900				5,576
Net investment in real estate assets			1,582,111				1,663,987
Cash and cash equivalents			34,188				44,718
Restricted cash			88,888				97,231
Available-for-sale securities - at fair value (amortized cost of $261,869 and $293,476 as of December 31, 2023 and 2022, respectively)			262,142				292,422
Receivables:
Tenant			43,436				40,620
Other			2,752				3,876
Investments in unconsolidated affiliates			76,458				77,295
In-place leases, net			157,639				247,497
Above market leases, net			118,673				171,265
Intangible lease assets and other assets			39,618				39,332
		$	2,405,905			$	2,678,243
LIABILITIES AND EQUITY
Mortgage and other indebtedness, net		$	1,888,803			$	2,000,186
Below market leases, net			80,408				110,616
Accounts payable and accrued liabilities			106,077				200,312
Total liabilities			2,075,288				2,311,114
Shareholders' equity:
Common stock, $.001 par value, 200,000,000 shares authorized, 31,975,645 and 31,780,075 issued and outstanding as of December 31, 2023 and 2022, respectively (in each case, excluding 34 treasury shares)			32				32
Additional paid-in capital			719,125				710,497
Accumulated other comprehensive income (loss)			610				(1,054	)
Accumulated deficit			(380,446	)			(338,934	)
Total shareholders' equity			339,321				370,541
Noncontrolling interests			(8,704	)			(3,412	)
Total equity			330,617				367,129
		$	2,405,905			$	2,678,243

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Condensed Combined Financial Statements - Unconsolidated Affiliates

(Unaudited; in thousands)

		December 31, 2023				December 31, 2022
ASSETS:
Investment in real estate assets		$	2,010,269			$	1,971,348
Accumulated depreciation			(886,712	)			(829,574	)
			1,123,557				1,141,774
Developments in progress			17,261				10,914
Net investment in real estate assets			1,140,818				1,152,688
Other assets			200,289				170,756
Total assets		$	1,341,107			$	1,323,444
LIABILITIES:
Mortgage and other indebtedness, net		$	1,368,031			$	1,333,152
Other liabilities			45,577				33,419
Total liabilities			1,413,608				1,366,571
OWNERS' EQUITY (DEFICIT):
The Company			12,290				3,123
Other investors			(84,791	)			(46,250	)
Total owners' deficit			(72,501	)			(43,127	)
Total liabilities and owners’ deficit		$	1,341,107			$	1,323,444

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Total revenues		$	69,453			$	66,331			$	255,283			$	260,275
Depreciation and amortization			(17,828	)			(16,651	)			(69,261	)			(72,390	)
Operating expenses			(22,502	)			(20,796	)			(82,197	)			(87,008	)
Interest and other income			606				379				2,257				1,379
Interest expense			(18,730	)			(15,268	)			(69,185	)			(51,507	)
Gain on extinguishment of debt			—				39,022				—				80,353
Gain on sales of real estate assets			—				3,059				1,537				6,352
Net income		$	10,999			$	56,076			$	38,434			$	137,454
		Company's Share for the Period								Company's Share for the Period
		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Total revenues		$	35,603			$	35,071			$	133,828			$	132,044
Depreciation and amortization			(10,761	)			(13,163	)			(44,910	)			(55,075	)
Operating expenses			(11,094	)			(11,048	)			(42,194	)			(42,707	)
Interest and other income			370				255				1,496				948
Interest expense			(17,753	)			(22,877	)			(71,867	)			(88,331	)
Negative investment adjustment			12,678				14,876				34,744				71,907
Loss on impairment			—				—				—				(26	)
Gain on sales of real estate assets			—				374				768				1,036
Net income		$	9,043			$	3,488			$	11,865			$	19,796

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

EBITDA for real estate ("EBITDAre") is a non-GAAP financial measure which NAREIT defines as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the dispositions of depreciable property and impairment write-downs of depreciable property, and after adjustments to reflect the Company's share of EBITDAre from unconsolidated affiliates. The Company also calculates Adjusted EBITDAre to exclude the non-controlling interest in EBITDAre of consolidated entities, gains on extinguishment of debt, losses on available-for-sale securities, abandoned projects expense, reorganization items, adjustments related to unconsolidated affiliates and litigation settlement.

The Company presents the ratio of Adjusted EBITDAre to interest expense because the Company believes that the Adjusted EBITDAre to interest coverage ratio, along with cash flows from operating activities, investing activities and financing activities, provides investors an additional indicator of the Company's ability to incur and service debt. Adjusted EBITDAre excludes items that are not a normal result of operations which assists the Company and investors in distinguishing changes related to the growth or decline of operations at our properties. EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to similar measures calculated by other companies. This non-GAAP measure should not be considered as an alternative to net income (loss), cash from operating activities or any other measure calculated in accordance with GAAP. Pro rata amounts listed below are calculated using the Company's ownership percentage in the respective joint venture and any other applicable terms.

Ratio of Adjusted EBITDAre to Interest Expense

(Dollars in thousands)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Net income (loss)		$	12,478			$	4,925			$	3,204			$	(99,515	)
Depreciation and amortization			42,376				61,841				190,505				256,310
Depreciation and amortization from unconsolidated affiliates			4,145				(191	)			17,408				20,813
Interest expense			42,317				33,914				172,905				217,342
Interest expense from unconsolidated affiliates			17,753				22,877				71,867				88,331
Income taxes			(389	)			443				1,096				3,335
Loss on impairment			—				—				—				252
Gain on depreciable property from unconsolidated affiliates			—				—				—				(629	)
Gain on deconsolidation			—				—				(47,879	)			(36,250	)
EBITDAre (1)			118,680				123,809				409,106				449,989
Gain on extinguishment of debt			(3,270	)			(7,344	)			(3,270	)			(7,344	)
Loss on available-for-sale securities			—				—				—				39
Reorganization items, net			—				(36	)			—				(298	)
Litigation settlement			(132	)			(122	)			(2,310	)			(304	)
Abandoned projects expense			22				—				39				834
Adjustment for unconsolidated affiliates with negative investment			(6,062	)			(1,522	)			(7,242	)			(37,645	)
Net (income) loss attributable to noncontrolling interests in other consolidated subsidiaries			(657	)			(2,003	)			3,344				5,999
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			(507	)			(832	)			(2,442	)			(3,498	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			(1,089	)			(177	)			(6,156	)			(7,960	)
Company's share of Adjusted EBITDAre		$	106,985			$	111,773			$	391,069			$	399,812

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Interest Expense:
Interest expense		$	42,317			$	33,914			$	172,905			$	217,342
Interest expense from unconsolidated affiliates			17,753				22,877				71,867				88,331
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share			(13,909	)			(22,131	)			(61,788	)			(176,055	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries, excluding noncontrolling interests' share of debt discount accretion			(603	)			1,151				(2,414	)			(1,079	)
Company's share of interest expense		$	45,558			$	35,811			$	180,570			$	128,539
Ratio of Adjusted EBITDAre to Interest Expense			2.3	x			3.1	x			2.2	x			3.1	x

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Company's share of Adjusted EBITDAre		$	106,985			$	111,773			$	391,069			$	399,812
Interest expense			(42,317	)			(33,914	)			(172,905	)			(217,342	)
Noncontrolling interests' share of interest expense in other consolidated subsidiaries			1,089				177				6,156				7,960
Reorganization items, net			—				36				—				298
Income taxes			389				(443	)			(1,096	)			(3,335	)
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts			4,015				7,820				23,824				117,489
Net amortization of intangible lease assets and liabilities			5,668				4,265				21,425				20,798
Depreciation and interest expense from unconsolidated affiliates			(21,898	)			(22,686	)			(89,275	)			(109,144	)
Gain on depreciable property from unconsolidated affiliates			—				—				—				629
Adjustment for unconsolidated affiliates with negative investment			6,062				1,522				7,242				37,645
Litigation settlement			132				122				2,310				304
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries			507				832				2,442				3,498
Net income (loss) attributable to noncontrolling interests in other consolidated subsidiaries			657				2,003				(3,344	)			(5,999	)
Gain on outparcel sales			(229	)			(1,798	)			(5,125	)			(5,345	)
Loss (gain) on insurance proceeds			179				118				176				(687	)
Equity in earnings of unconsolidated affiliates			(9,043	)			(3,488	)			(11,865	)			(19,796	)
Distributions of earnings from unconsolidated affiliates			8,700				5,720				18,433				23,905
Share-based compensation expense			3,278				3,469				12,982				11,885
Change in estimate of uncollectable revenues			(2,224	)			(820	)			1,646				(4,463	)
Change in deferred tax assets			365				2,104				(1,283	)			1,128
Changes in operating assets and liabilities			(12,954	)			(22,398	)			(19,296	)			(51,006	)
Cash flows provided by operating activities		$	49,361			$	54,414			$	183,516			$	208,234

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Components of Consolidated Rental Revenues

The Company believes the following summary is useful to users of its consolidated financial statements because it provides more detail regarding the components of rental revenues in the consolidated financial statements and trends in these components for the periods shown.

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Minimum rents		$	97,307			$	101,856			$	380,548			$	394,986
Percentage rents			7,326				11,010				16,844				23,507
Other rents			2,800				2,976				8,005				8,676
Tenant reimbursements			25,840				27,293				109,852				111,073
Estimate of uncollectable amounts			735				306				(1,292	)			4,005
Total rental revenues		$	134,008			$	143,441			$	513,957			$	542,247

 

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Schedule of Mortgage and Other Indebtedness

(Dollars in thousands)

Property		Location		Original Maturity Date		Optional Extended Maturity Date		Interest Rate				Balance as of December 31, 2023				Balance
																Fixed				Variable
Operating Properties:
Fayette Mall (1)		Lexington, KY		May-24		May-26			4.25	%		$	119,303			$	119,303			$	—
Brookfield Square Anchor Redevelopment (2)		Brookfield, WI		Dec-24					8.24	%			15,339				—				15,339
Cross Creek Mall		Fayetteville, NC		Jun-25					8.19	%			92,363				92,363				—
The Outlet Shoppes at Laredo		Laredo, TX		Jun-25					8.84	%			33,780				—				33,780
The Outlet Shoppes at Gettysburg		Gettysburg, PA		Oct-25					4.80	%			20,646				20,646				—
Parkdale Mall & Crossing		Beaumont, TX		Mar-26					5.85	%			58,216				58,216				—
Northwoods Mall		North Charleston, SC		Apr-26					5.08	%			54,086				54,086				—
Arbor Place		Atlanta (Douglasville), GA		May-26					5.10	%			93,452				93,452				—
Volusia Mall		Daytona Beach, FL		May-26					4.56	%			36,613				36,613				—
Hamilton Place		Chattanooga, TN		Jun-26					4.36	%			91,649				91,649				—
Jefferson Mall		Louisville, KY		Jun-26					4.75	%			53,526				53,526				—
Southpark Mall		Colonial Heights, VA		Jun-26					4.85	%			51,719				51,719				—
Open-air centers and outparcels loan (3)				Jun-27		Jun-29			8.20	%			358,360				179,180				179,180
Hamilton Place open-air centers loan				Jun-32					5.85	%			65,000				65,000				—
Total Loans On Operating Properties													1,144,052				915,753				228,299
Weighted-average interest rate													6.35	%			5.63	%			9.27	%
Corporate Debt:
Secured term loan				Nov-25		Nov-26/Nov-27			8.21	%			799,914				—				799,914
Total Consolidated Debt												$	1,943,966		(4)	$	915,753			$	1,028,213
Weighted-average interest rate													7.12	%			5.63	%			8.44	%
Plus CBL's Share Of Unconsolidated Affiliates' Debt:
Coastal Grand Mall		Myrtle Beach, SC		Aug-24					4.09	%		$	48,507			$	48,507			$	—
Coastal Grand Mall Outparcel		Myrtle Beach, SC		Aug-24					4.09	%			2,341				2,341				—
Coastal Grand Mall - Dick's Sporting Goods		Myrtle Beach, SC		Nov-24					5.05	%			3,374				3,374				—
Hamilton Place Aloft Hotel		Chattanooga, TN		Nov-24					7.90	%			8,085				—				8,085
The Outlet Shoppes of the Bluegrass		Simpsonville, KY		Dec-24					4.05	%			41,014				41,014				—
West County Center		Des Peres, MO		Dec-24		Dec-26			3.40	%			76,192				76,192				—
Hammock Landing - Phase I		West Melbourne, FL		Feb-25		Feb-26			8.09	%			17,669				—				17,669
Hammock Landing - Phase II		West Melbourne, FL		Feb-25		Feb-26			8.09	%			5,553				—				5,553
The Pavilion at Port Orange		Port Orange, FL		Feb-25		Feb-26			8.09	%			23,574				—				23,574
Ambassador Town Center Infrastructure Improvements		Lafayette, LA		Mar-25					3.00	%			5,749				5,749				—
York Town Center		York, PA		Mar-25					4.75	%			14,904				14,904				—
Oak Park Mall		Overland Park, KS		Oct-25					3.97	%			128,549				128,549				—
Northgate Mall Developments		Chattanooga, TN		Nov-25					8.25	%			2,393				—				2,393
Fremaux Town Center		Slidell, LA		Jun-26					3.70	%			37,670				37,670				—
CoolSprings Galleria		Nashville, TN		May-28					4.84	%			70,138				70,138				—
Friendly Center		Greensboro, NC		May-28					6.44	%			73,373				73,373				—
The Outlet Shoppes at El Paso		El Paso, TX		Oct-28					5.10	%			34,371				34,371				—
Ambassador Town Center		Lafayette, LA		Jun-29					4.35	%			26,681				26,681				—
Friendly Center Medical Office		Greensboro, NC		Jun-30					6.11	%			83				83
The Shoppes at Eagle Point		Cookeville, TN		May-32					5.40	%			19,558				19,558				—
The Outlet Shoppes at Atlanta		Woodstock, GA		Oct-33					7.85	%			39,665				39,665				—
		SUBTOTAL											679,443		(4)		622,169				57,274
Plus Other Debt:
Alamance Crossing (5)		Burlington, NC		Jul-21					5.83	%			41,122				41,122				—
WestGate Mall (5)		Spartanburg, SC		Jul-22					4.99	%			28,661				28,661				—
													69,783				69,783				—
Less Noncontrolling Interests' Share Of Consolidated Debt:
The Outlet Shoppes at Laredo (35%)		Laredo, TX		Jun-25					8.84	%			(11,823	)			—				(11,823	)
The Outlet Shoppes at Gettysburg (50%)		Gettysburg, PA		Oct-25					4.80	%			(10,323	)			(10,323	)			—

---

Property		Location		Original Maturity Date		Optional Extended Maturity Date		Interest Rate				Balance as of December 31, 2023				Balance
																Fixed				Variable
Hamilton Place (10%)		Chattanooga, TN		Jun-26					4.36	%			(9,165	)			(9,165	)			—
Hamilton Place open-air centers loan (8% - 10%)				Jun-32					5.85	%			(5,533	)			(5,533	)			—
													(36,844	)	(4)		(25,021	)			(11,823	)
Company's Share Of Consolidated, Unconsolidated and Other Debt (6)												$	2,656,348		(4)	$	1,582,684			$	1,073,664
Weighted-average interest rate													6.54	%			5.26	%			8.42	%
Total Debt of Unconsolidated Affiliates:
Coastal Grand Mall		Myrtle Beach, SC		Aug-24					4.09	%		$	97,014			$	97,014			$	—
Coastal Grand Mall Outparcel		Myrtle Beach, SC		Aug-24					4.09	%			4,681				4,681				—
Coastal Grand Mall - Dick's Sporting Goods		Myrtle Beach, SC		Nov-24					5.05	%			6,749				6,749				—
Hamilton Place Aloft Hotel		Chattanooga, TN		Nov-24					7.90	%			16,170				—				16,170
The Outlet Shoppes of the Bluegrass		Simpsonville, KY		Dec-24					4.05	%			63,098				63,098				—
West County Center		Des Peres, MO		Dec-24		Dec-26			3.40	%			152,383				152,383				—
Hammock Landing - Phase I		West Melbourne, FL		Feb-25		Feb-26			8.09	%			35,337				—				35,337
Hammock Landing - Phase II		West Melbourne, FL		Feb-25		Feb-26			8.09	%			11,106				—				11,106
The Pavilion at Port Orange		Port Orange, FL		Feb-25		Feb-26			8.09	%			47,148				—				47,148
Ambassador Town Center Infrastructure Improvements		Lafayette, LA		Mar-25					3.00	%			5,749				5,749				—
York Town Center		York, PA		Mar-25					4.75	%			29,809				29,809				—
Oak Park Mall		Overland Park, KS		Oct-25					3.97	%			257,098				257,098				—
Northgate Mall Developments		Chattanooga, TN		Nov-25					8.25	%			4,787				—				4,787
Fremaux Town Center		Slidell, LA		Jun-26					3.70	%			57,954				57,954				—
CoolSprings Galleria		Nashville, TN		May-28					4.84	%			140,276				140,276				—
Friendly Center		Greensboro, NC		May-28					6.44	%			146,747				146,747				—
The Outlet Shoppes at El Paso		El Paso, TX		Oct-28					5.10	%			68,743				68,743				—
Ambassador Town Center		Lafayette, LA		Jun-29					4.35	%			41,047				41,047				—
Friendly Center Medical Office		Greensboro, NC		Jun-30					6.11	%			83				83				—
The Shoppes at Eagle Point		Cookeville, TN		May-32					5.40	%			39,117				39,117				—
The Outlet Shoppes at Atlanta		Woodstock, GA		Oct-33					7.85	%			79,330				79,330				—
												$	1,304,426			$	1,189,878			$	114,548
Weighted-average interest rate													5.01	%			4.71	%			8.07	%

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

Schedule of Maturities of Mortgage and Other Indebtedness

(Dollars in thousands)

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

Year		Consolidated Debt				CBL's Share of Unconsolidated Affiliates' Debt				Other Debt (1)				Noncontrolling Interests' Share of Consolidated Debt				CBL's Share of Consolidated, Unconsolidated and Other Debt				% of Total				Weighted Average Interest Rate
2021		$	—			$	—			$	41,122			$	—			$	41,122				1.55	%			5.83	%
2022			—				—				28,661				—				28,661				1.08	%			4.99	%
2024			15,339				103,321				—				—				118,660				4.47	%			4.90	%
2025			146,789				151,595				—				(22,146	)			276,238				10.40	%			5.86	%
2026			558,564				160,658				—				(9,165	)			710,057				26.73	%			4.80	%
2027			799,914				—				—				—				799,914				30.11	%			8.19	%
2028			—				177,882				—				—				177,882				6.70	%			5.55	%
2029			358,360				26,681				—				—				385,041				14.50	%			7.93	%
2030			—				83				—				—				83				0.00	%			6.11	%
2032			65,000				19,558				—				(5,533	)			79,025				2.97	%			5.74	%
2033			—				39,665				—				—				39,665				1.49	%			7.85	%
Face Amount of Debt		$	1,943,966			$	679,443			$	69,783			$	(36,844	)		$	2,656,348				100.00	%			6.54	%
Based on Original Maturity Dates:
Year		Consolidated Debt				CBL's Share of Unconsolidated Affiliates' Debt				Other Debt (1)				Noncontrolling Interests' Share of Consolidated Debt				CBL's Share of Consolidated, Unconsolidated and Other Debt				% of Total				Weighted Average Interest Rate
2021		$	—			$	—			$	41,122			$	—			$	41,122				1.55	%			5.83	%
2022			—				—				28,661				—				28,661				1.08	%			4.99	%
2024			134,642				179,513				—				—				314,155				11.83	%			4.29	%
2025			946,703				198,391				—				(22,146	)			1,122,948				42.27	%			7.62	%
2026			439,261				37,670				—				(9,165	)			467,766				17.61	%			4.84	%
2027			358,360				—				—				—				358,360				13.49	%			8.20	%
2028			—				177,882				—				—				177,882				6.70	%			5.55	%
2029			—				26,681				—				—				26,681				1.00	%			4.35	%
2030			—				83				—				—				83				0.00	%			6.11	%
2032			65,000				19,558				—				(5,533	)			79,025				2.97	%			5.74	%
2033			—				39,665				—				—				39,665				1.50	%			7.85	%
Face Amount of Debt		$	1,943,966			$	679,443			$	69,783			$	(36,844	)		$	2,656,348				100.00	%			6.54	%

---

CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Operating Metrics by Collateral Pool

Basis of Presentation

The tables below provide certain property level financial information by Property Type and by categories based on the debt supported. The Property Types include Malls, Lifestyle Centers, Outlet Centers, Open-Air Centers, Outparcels and Other, each as defined below:

Malls: The Malls are enclosed regional or super-regional shopping centers, generally anchored by two or more anchors or junior anchors and a wide variety of in-line stores.

Lifestyle Centers: The Lifestyle Centers are large regional or super-regional open-air centers, generally anchored by two or more anchors or junior anchors and a wide variety of stores that are often similar to the tenancy of Mall stores.

Outlet Centers: The Outlet Centers are open-air centers that are anchored by one or more large discount or off-price stores as well as a selection of brand name discount or off-price stores.

Open-Air Centers: The Open-Air Centers are designed to attract local and regional customers. They are typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or may also feature traditional department stores. Open-Air Centers also feature a selection of shops that may include traditional retail stores, services or convenience offerings. Open-Air Centers may be located adjacent to CBL’s existing Malls or Lifestyle Centers.

Outparcels: The outparcels are subdivided improved parcels of land located at or adjacent to our Malls, Lifestyle Centers, Outlet Centers or Open-Air Centers. The outparcels are generally single-tenant or multi-tenant buildings that are either structured on a ground lease or building lease.

Other: Other includes other non-retail property types such as office, hotels or vacant land.

The information provided in the tables below, including historic operational and financial information, is for Properties owned as of December 31, 2023, as listed on the Property List table. Information is provided on a “same-center” basis and any properties or interests in properties acquired or disposed of prior to December 31, 2023, were assumed to have been acquired or disposed for all periods presented.

Net Operating Income (NOI) and other financial information included in the presentation is reflected based on CBL’s share of ownership.

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). NOI excludes straight-line rents, above/below market lease rates, landlord inducement write-offs, lease buyouts and management fees.

Due to the exclusions noted above, NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss).

Interest is calculated on a GAAP basis including amortization of deferred financing costs and accretion of debt discounts.

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Property List:

Property

Location

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

In-Line Occupancy (2)

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

TERM LOAN ASSETS (HOLDCO I)

Malls:

CherryVale Mall

Rockford, IL

East Towne Mall

Madison, WI

Frontier Mall

Cheyenne, WY

Hanes Mall

Winston-Salem, NC

Imperial Valley Mall

El Centro, CA

Kirkwood Mall

Bismarck, ND

Layton Hills Mall

Layton, UT

Mall del Norte

Laredo, TX

Northgate Mall

Chattanooga, TN

Post Oak Mall

College Station, TX

Richland Mall

Waco, TX

Sunrise Mall

Brownsville, TX

Turtle Creek Mall

Hattiesburg, MS

West Towne Mall

Madison, WI

Westmoreland Mall

Greensburg, PA

Total Malls

$

372

$

398

92.1

%

91.4

%

Lifestyle Centers:

Mayfaire Town Center

Wilmington, NC

Pearland Town Center

Pearland, TX

Southaven Towne Center

Southaven, MS

Total Lifestyle Centers

$

387

$

412

91.2

%

93.4

%

Open-Air Centers:

Layton Hills Convenience Center

Layton, UT

Layton Hills Plaza

Layton, UT

Westmoreland Crossing

Greensburg, PA

Total Open-Air Centers

N/A

N/A

98.5

%

98.7

%

Other

N/A

N/A

86.9

%

100.0

%

Total Term Loan Assets (HoldCo I)

$

375

$

400

92.4

%

92.3

%

CONSOLIDATED UNENCUMBERED

Malls:

Brookfield Square

Brookfield, WI

Dakota Square Mall

Minot, ND

Eastland Mall

Bloomington, IL

Harford Mall

Bel Air, MD

Laurel Park Place

Livonia, MI

Meridian Mall

Lansing, MI

Mid Rivers Mall

St. Peters, MO

Monroeville Mall

Pittsburgh, PA

Northpark Mall

Joplin, MO

Old Hickory Mall

Jackson, TN

Parkway Place

Huntsville, AL

South County Center

St. Louis, MO

St. Clair Square

Fairview Heights, IL

Stroud Mall

Stroudsburg, PA

Valley View Mall

Roanoke, VA

York Galleria

York, PA

Total Malls

$

312

$

344

81.4

%

82.7

%

Open-Air Centers:

Annex at Monroeville

Pittsburgh, PA

The Promenade

D'Iberville, MS

N/A

N/A

99.8

%

100.0

%

Outparcels and Other

N/A

N/A

72.7

%

89.0

%

Total Consolidated Unencumbered

$

312

$

344

83.3

%

85.3

%

---

Property

Location

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

In-Line Occupancy (2)

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

JOINT VENTURE ASSETS

Malls:

Coastal Grand Mall

Myrtle Beach, SC

CoolSprings Galleria

Nashville, TN

Governor's Square

Clarksville, TN

Kentucky Oaks Mall

Paducah, KY

Oak Park Mall

Overland Park, KS

West County Center

Des Peres, MO

Total Malls

$

544

$

554

92.1

%

91.6

%

Outlet Centers:

The Outlet Shoppes at Atlanta

Woodstock, GA

The Outlet Shoppes at El Paso

El Paso, TX

The Outlet Shoppes of the Bluegrass

Simpsonville, KY

Total Outlet Centers

$

506

$

495

95.7

%

94.0

%

Lifestyle Centers:

Friendly Center and The Shops at Friendly

Greensboro, NC

$

595

$

592

91.4

%

92.6

%

Open-Air Centers:

Ambassador Town Center

Lafayette, LA

Coastal Grand Crossing

Myrtle Beach, SC

Fremaux Town Center

Slidell, LA

Governor's Square Plaza

Clarksville, TN

Hammock Landing

West Melbourne, FL

The Pavilion at Port Orange

Port Orange, FL

The Shoppes at Eagle Point

Cookeville, TN

York Town Center

York, PA

Total Open-Air Centers

N/A

N/A

94.6

%

93.6

%

Total Joint Venture Assets

$

539

$

539

93.6

%

92.8

%

CONSOLIDATED ENCUMBERED ASSETS

Malls:

Arbor Place

Atlanta (Douglasville), GA

Cross Creek Mall

Fayetteville, NC

Fayette Mall

Lexington, KY

Hamilton Place

Chattanooga, TN

Jefferson Mall

Louisville, KY

Northwoods Mall

North Charleston, SC

Parkdale Mall

Beaumont, TX

Southpark Mall

Colonial Heights, VA

Volusia Mall

Daytona Beach, FL

Total Malls

$

418

$

452

93.7

%

92.9

%

Outlet Centers:

The Outlet Shoppes at Gettysburg

Gettysburg, PA

The Outlet Shoppes at Laredo

Laredo, TX

Total Outlet Centers

$

292

$

259

83.9

%

78.3

%

Lifestyle Centers:

Alamance Crossing West

Burlington, NC

N/A

N/A

100.0

%

73.7

%

Open-Air Centers:

CoolSprings Crossing

Nashville, TN

Courtyard at Hickory Hollow

Nashville, TN

Frontier Square

Cheyenne, WY

Gunbarrel Pointe

Chattanooga, TN

Hamilton Corner

Chattanooga, TN

Hamilton Crossing

Chattanooga, TN

Harford Annex

Bel Air, MD

The Landing at Arbor Place

Atlanta (Douglasville), GA

Parkdale Crossing

Beaumont, TX

The Plaza at Fayette

Lexington, KY

The Shoppes at Hamilton Place

Chattanooga, TN

The Shoppes at St. Clair Square

Fairview Heights, IL

---

Property		Location		Sales Per Square Foot for the Trailing Twelve Months Ended (1)								In-Line Occupancy (2)
				December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Sunrise Commons		Brownsville, TX
The Terrace		Chattanooga, TN
West Towne Crossing		Madison, WI
WestGate Crossing		Spartanburg, SC
Total Open-Air Centers				N/A				N/A					94.5	%			94.7	%
Outparcels				N/A				N/A					99.4	%			92.9	%
Total Consolidated Encumbered Assets				$	399			$	421				93.2	%			91.8	%
Total Same-Center Portfolio				$	416			$	435				90.9	%			90.8	%
EXCLUDED PROPERTIES
Alamance Crossing East		Burlington, NC
WestGate Mall		Spartanburg, SC
Total Excluded Properties				N/A				N/A				N/A				N/A

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

Operating Metrics - Year Ended December 31, 2023 at CBL Share
(Dollars in thousands)
	NOI				Capital Expenditures				Redevelopment				Unleveraged Cash Flow				Interest Expense				Non-Cash Interest Expense (1)				Amortization				Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls	$	113,095			$	(7,627	)		$	(1,052	)		$	104,416			$	-			$	-			$	-			$	104,416
Lifestyle Centers		21,717				(2,240	)			-				19,477				-				-				-				19,477
Open-Air Centers		3,388				(88	)			-				3,300				-				-				-				3,300
Other		859				-				-				859				-				-				-				859
Term Loan Debt Service		-				-				-				-				(64,483	)			-				(29,539	)			(94,022	)
Total Term Loan Assets (HoldCo I)		139,059				(9,955	)			(1,052	)			128,052				(64,483	)			-				(29,539	)			34,030
CONSOLIDATED UNENCUMBERED
Malls		55,451				(5,003	)			-				50,448				-				-				-				50,448
Outlet Centers		(28	)			-				-				(28	)			-				-				-				(28	)
Open-Air Centers		8,212				(317	)			-				7,895				-				-				-				7,895
Outparcels		255				(14	)			-				241				-				-				-				241
Other		2,028				(2,469	)			-				(441	)			-				-				-				(441	)
Total Consolidated Unencumbered		65,918				(7,803	)			-				58,115				-				-				-				58,115
JOINT VENTURE ASSETS
Malls		42,187				(4,632	)			-				37,555				(14,021	)			-				(10,451	)			13,083
Outlet Centers		17,633				(3,898	)			-				13,735				(5,924	)			-				(2,713	)			5,098
Lifestyle Centers		12,043				(2,397	)			-				9,646				(4,372	)			-				(926	)			4,348
Open-Air Centers		19,163				(1,229	)			(2,904	)			15,030				(12,577	)			-				(6,155	)			(3,702	)
Other		729				(27	)			-				702				(622	)			-				(180	)			(100	)
Total Joint Venture Assets		91,755				(12,183	)			(2,904	)			76,668				(37,516	)			-				(20,425	)			18,727
CONSOLIDATED ENCUMBERED ASSETS
Malls		92,632				(8,514	)			(1,837	)			82,281				(58,480	)			21,972				(38,979	)			6,794
Outlet Centers		3,438				(350	)			-				3,088				(7,243	)			4,633				(944	)			(466	)
Lifestyle Centers		1,902				-				-				1,902				(1,597	)			-				(84	)			221
Open-Air Centers		24,513				(2,781	)			(219	)			21,513				(16,022	)			-				(677	)			4,814
Outparcels		19,295				(289	)			(1,691	)			17,315				(16,979	)			-				(879	)			(543	)
Total Consolidated Encumbered Assets		141,780				(11,934	)			(3,747	)			126,099				(100,321	)			26,605				(41,563	)			10,820
Total Same-Center	$	438,512			$	(41,875	)		$	(7,703	)		$	388,934			$	(202,320	)		$	26,605			$	(91,527	)		$	121,692

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

Operating Metrics - Year Ended December 31, 2022 at CBL Share
(Dollars in thousands)
	NOI				Capital Expenditures				Redevelopment				Unleveraged Cash Flow				Interest Expense				Non-Cash Interest Expense (1)				Amortization				Cash Flow
TERM LOAN ASSETS (HOLDCO I)
Malls	$	115,079			$	(9,865	)		$	-			$	105,214			$	-			$	-			$	-			$	105,214
Lifestyle Centers		21,575				(2,326	)			-				19,249				-				-				-				19,249
Open-Air Centers		3,981				(91	)			-				3,890				-				-				-				3,890
Other		1,067				(23	)			-				1,044												-				1,044
Term Loan Debt Service		-				-				-				-				(40,694	)			-				(50,639	)			(91,333	)
Total Term Loan Assets (HoldCo I)		141,702				(12,305	)			-				129,397				(40,694	)			-				(50,639	)			38,064
CONSOLIDATED UNENCUMBERED
Malls		63,036				(7,172	)			(1,995	)			53,869				-				-				-				53,869
Outlet Centers		(30	)			-				-				(30	)			-				-				-				(30	)
Open-Air Centers		7,863				(406	)			-				7,457				-				-				-				7,457
Outparcels		466				-				-				466				-				-				-				466
Other		2,305				(357	)			-				1,948				(426	)			135				(342	)			1,315
Total Consolidated Unencumbered		73,640				(7,935	)			(1,995	)			63,710				(426	)			135				(342	)			63,077
JOINT VENTURE ASSETS
Malls		41,117				(3,372	)			-				37,745				(12,252	)			(1,827	)			(5,299	)			18,367
Outlet Centers		16,221				(748	)			-				15,473				(2,583	)			(3,259	)			(3,486	)			6,145
Lifestyle Centers		12,178				(1,590	)			-				10,588				(2,554	)			-				(1,172	)			6,862
Open-Air Centers		18,719				(1,661	)			(987	)			16,071				(4,573	)			(3,455	)			(7,268	)			775
Other		651				(5	)			-				646				(326	)			-				(135	)			185
Total Joint Venture Assets		88,886				(7,376	)			(987	)			80,523				(22,288	)			(8,541	)			(17,360	)			32,334
CONSOLIDATED ENCUMBERED ASSETS
Malls		94,152				(7,365	)			-				86,787				(98,633	)			63,027				(45,201	)			5,980
Outlet Centers		3,655				(306	)			-				3,349				(12,186	)			10,114				(1,215	)			62
Lifestyle Centers		1,893				-				-				1,893				(789	)			-				-				1,104
Open-Air Centers		22,283				(1,724	)			(1,622	)			18,937				(8,544	)			-				(80	)			10,313
Outparcels		19,165				(171	)			(2,520	)			16,474				(8,393	)			-				-				8,081
Total Consolidated Encumbered Assets		141,148				(9,566	)			(4,142	)			127,440				(128,545	)			73,141				(46,496	)			25,540
Secured Note Debt Service		-				-				-				-				(17,721	)			788				-				(16,933	)
Total Same-Center	$	445,376			$	(37,182	)		$	(7,124	)		$	401,070			$	(209,674	)		$	65,523			$	(114,837	)		$	142,082

 

 

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

CBL & Associates HoldCo I, LLC - Consolidated Balance Sheet
(unaudited, in thousands)
		December 31, 2023				December 31, 2022
ASSETS
Real estate assets:
Land		$	174,157			$	174,157
Buildings and improvements			411,064				401,453
			585,221				575,610
Accumulated depreciation			(85,464	)			(51,134	)
			499,757				524,476
Developments in progress			571				880
Net investment in real estate assets			500,328				525,356
Cash			35,741				39,105
Receivables:
Tenant			16,464				15,797
Other			5,608				4,638
In-place leases, net			53,273				85,840
Above market leases, net			37,841				55,810
Other assets			6,344				5,211
		$	655,599			$	731,757
LIABILITIES AND EQUITY
Senior secured term loan, net of deferred financing costs		$	799,282			$	828,521
Below market leases, net			24,358				36,553
Accounts payable and accrued liabilities			38,621				43,061
Total liabilities			862,261				908,135
Owner's deficit			(206,662	)			(176,378	)
		$	655,599			$	731,757

 

CBL & Associates HoldCo I, LLC - Consolidated Income Statement
(unaudited, in thousands)
		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Revenues:
Rental revenues		$	53,369			$	55,412			$	201,994			$	205,028
Other			1,622				1,738				4,937				5,134
Total revenues			54,991				57,150				206,931				210,162
Expenses:
Property operating			(8,361	)			(8,299	)			(33,774	)			(32,481	)
Depreciation and amortization			(16,428	)			(22,329	)			(73,076	)			(93,610	)
Real estate taxes			(3,912	)			(4,971	)			(18,565	)			(19,510	)
Maintenance and repairs			(4,680	)			(4,489	)			(16,677	)			(16,498	)
Management fees			(2,250	)			(2,250	)			(9,000	)			(9,000	)
Total expenses			(35,631	)			(42,338	)			(151,092	)			(171,099	)
Other income (expenses):
Other income			199				(120	)			414				725
Interest expense			(16,862	)			(13,726	)			(64,889	)			(41,010	)
Gain on sales of real estate assets			—				1,325				—				1,325
Total other expenses			(16,663	)			(12,521	)			(64,475	)			(38,960	)
Net income (loss)		$	2,697			$	2,291			$	(8,636	)		$	103
Modified Cash NOI (1)		$	40,488			$	37,665			$	141,142			$	170,468
Interest Coverage Ratio (2)										2.2x				3.5x

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CBL & Associates HoldCo I, LLC - Consolidated Statement of Cash Flows
(unaudited, in thousands)
		Year Ended December 31,				Year Ended December 31,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(8,636	)		$	103
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			73,076				93,610
Net amortization of deferred financing costs and debt discounts			399				315
Net amortization of intangible lease assets and liabilities			5,788				6,907
Write-off of development projects			17				—
Gain on sales of real estate assets			—				(1,325	)
Gain on insurance proceeds			—				(687	)
Change in estimate of uncollectable revenues			(43	)			(2,504	)
Changes in:
Tenant and other receivables			(1,593	)			(1,982	)
Other assets			(595	)			(358	)
Accounts payable and accrued liabilities			(3,589	)			8,116
Net cash provided by operating activities			64,824				102,195
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets			(14,602	)			(17,846	)
Proceeds from sales of real estate assets			—				1,483
Proceeds from insurance			—				624
Changes in other assets			(564	)			(2,868	)
Net cash used in investing activities			(15,166	)			(18,607	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage and other indebtedness			(29,539	)			(50,639	)
Additions to deferred financing costs			(100	)			(104	)
Distributions to member			(23,383	)			(11,966	)
Net cash used in financing activities			(53,022	)			(62,709	)
NET CHANGE IN CASH AND CASH EQUIVALENTS			(3,364	)			20,879
CASH AND CASH EQUIVALENTS, beginning of period			39,105				18,226
CASH AND CASH EQUIVALENTS, end of period		$	35,741			$	39,105
Reconciliation from consolidated statement of cash flows to consolidated balance sheets:
Cash and cash equivalents		$	35,741			$	39,105
CASH AND CASH EQUIVALENTS, end of period		$	35,741			$	39,105

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

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

Property Type		Square Feet				Prior Gross Rent PSF				New Initial Gross Rent PSF				% Change Initial				New Average Gross Rent PSF (1)				% Change Average
Three Months Ended December 31, 2023:
All Property Types (2)			874,587			$	34.49			$	33.49				(2.9	)%		$	33.59				(2.6	)%
Malls, Lifestyle Centers & Outlet Centers			830,959				35.29				34.04				(3.5	)%			34.10				(3.4	)%
New leases			43,881				16.06				20.38				26.9	%			20.88				30.0	%
Renewal leases			787,078				36.36				34.81				(4.3	)%			34.84				(4.2	)%
Year Ended December 31, 2023:
All Property Types (2)			2,713,874			$	37.36			$	36.92				(1.2	)%		$	37.37				0.0	%
Malls, Lifestyle Centers & Outlet Centers			2,511,082				38.59				37.76				(2.2	)%			38.19				(1.0	)%
New leases			157,325				34.17				41.01				20.0	%			43.11				26.2	%
Renewal leases			2,353,757				38.89				37.54				(3.5	)%			37.86				(2.6	)%

 

Total Leasing Activity:						Average Annual Base Rents Per Square Foot (3) By Property Type For Small Shop Space Less Than 10,000 Square Feet:
		Square Feet
Three Months Ended December 31, 2023:
Operating portfolio:								As of December 31,				As of December 31,
New leases			214,945					2023				2022
Renewal leases			1,042,474			Same-center Malls, Lifestyle & Outlet Centers		$	30.19			$	29.58
Development portfolio:						Total Malls			30.40				30.01
New leases			—			Total Lifestyle Centers			30.53				29.30
Renewal leases			—			Total Outlet Centers			28.36				26.68
Total leased			1,257,419			Total Malls, Lifestyle & Outlet Centers			30.19				29.58
						Open-Air Centers			15.37				15.21
Year Ended December 31, 2023:						Other			20.37				19.22
Operating portfolio:
New leases			1,485,375
Renewal leases			2,865,969
Development portfolio:
New leases			25,151
Renewal leases			—
Total leased			4,376,495

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

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

For the Twelve Months Ended December 31, 2023 Based on Commencement Date

		Number of Leases				Square Feet				Term (in years)				Initial Rent PSF				Average Rent PSF				Expiring Rent PSF				Initial Rent Spread								Average Rent Spread
Commencement 2023:
New			68				197,719				6.56			$	39.21			$	41.32			$	32.74			$	6.47				19.8	%		$	8.58				26.2	%
Renewal			632				2,030,791				2.68				36.65				37.04				37.22				(0.57	)			(1.5	)%			(0.18	)			(0.5	)%
Commencement 2023 Total			700				2,228,510				3.06				36.88				37.42				36.82				0.06				0.2	%			0.60				1.6	%
Commencement 2024:
New			17				64,786				6.90				30.42				31.82				23.48				6.94				29.6	%			8.34				35.5	%
Renewal			260				862,866				2.70				34.91				35.16				36.59				(1.68	)			(4.6	)%			(1.43	)			(3.9	)%
Commencement 2024 Total			277				927,652				2.96				34.60				34.92				35.67				(1.07	)			(3.0	)%			(0.75	)			(2.1	)%
Total 2023/2024			977				3,156,162				3.03			$	36.21			$	36.69			$	36.49			$	(0.28	)			(0.8	)%		$	0.20				0.5	%

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Top 25 Tenants Based On Percentage Of Total Annualized Revenues

		Tenant		Number of Stores				Square Feet				Percentage of Total Revenues (1)
1		Signet Jewelers Ltd. (2)			108				164,271				2.73	%
2		Victoria's Secret & Co.			49				400,863				2.71	%
3		Foot Locker, Inc.			73				357,594				2.35	%
4		Dick's Sporting Goods, Inc. (3)			25				1,462,150				2.32	%
5		American Eagle Outfitters, Inc.			63				382,073				2.16	%
6		Bath & Body Works, Inc.			58				239,031				1.95	%
7		Finish Line, Inc.			38				210,745				1.61	%
8		Genesco Inc. (4)			76				152,215				1.54	%
9		The Buckle, Inc.			36				186,133				1.24	%
10		Luxottica Group S.P.A. (5)			79				178,795				1.22	%
11		The Gap, Inc.			44				537,209				1.19	%
12		Cinemark Corp.			9				467,190				1.17	%
13		Hot Topic, Inc.			100				249,881				1.04	%
14		Shoe Show, Inc.			29				379,954				0.94	%
15		Spencer Spirit Holdings, Inc.			48				112,483				0.91	%
16		Claire's Stores, Inc.			69				86,502				0.91	%
17		The TJX Companies, Inc. (6)			18				520,475				0.90	%
18		Express Fashions			30				246,437				0.89	%
19		Barnes & Noble, Inc.			16				457,337				0.84	%
20		H & M Hennes & Mauritz AB			38				803,797				0.81	%
21		Ulta Salon, Cosmetics & Fragrance, Inc.			23				237,961				0.75	%
22		The Children's Place, Inc.			34				147,763				0.73	%
23		Focus Brands LLC (7)			66				47,095				0.72	%
24		Abercrombie & Fitch, Co.			28				189,942				0.71	%
25		Chick-fil-A, Inc.			27				54,895				0.64	%
					1,184				8,272,791				33.02	%

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

Capital Expenditures

(In thousands)

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
Tenant allowances (1)		$	3,814			$	7,206			$	17,079			$	19,885
Maintenance capital expenditures: (2)
Parking lot and parking lot lighting			2,531				2,313				5,331				5,528
Roof replacements			498				773				3,319				1,048
Other capital expenditures			6,243				3,981				16,246				10,839
Total maintenance capital expenditures			9,272				7,067				24,896				17,415
Total capital expenditures		$	13,086			$	14,273			$	41,975			$	37,300

 

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

 

Developments Completed at December 31, 2023

(Dollars in thousands)

										CBL's Share of
Property		Location		CBL Ownership Interest		Total Project Square Feet				Total Cost (1)				Cost to Date (2)				2023 Cost				Opening Date		Initial Unleveraged Yield
Mall Expansion:
Sunrise Mall - Bubba's 33		Brownsville, TX		100%			7,575			$	1,049			$	1,252			$	1,052			Q3 '23		18.0%
Redevelopments:
Kirkwood Mall - Five Below		Bismarck, ND		100%			19,478				2,323				1,694				1,691			Q3 '23		16.3%
The Terrace - Nordstrom Rack (former Staples)		Chattanooga, TN		92%			24,155				2,513				1,841				219			Q2 '23		13.0%
York Town Center - Burlington (former Bed Bath & Beyond)		York, PA		50%			28,000				1,247				1,266				279			Q1 '23		18.5%
							71,633				6,083				4,801				2,189
Open-Air Center:
Fremaux Town Center - Marshall's		Slidell, LA		65%			22,132				2,356				2,688				2,625			Q4 '23		10.5%
Total Properties Completed							101,340			$	9,488			$	8,741			$	5,866

Properties Under Development at December 31, 2023

(Dollars in thousands)

										CBL's Share of
Property		Location		CBL Ownership Interest		Total Project Square Feet				Total Cost (1)				Cost to Date (2)				2023 Cost				Expected Opening Date		Initial Unleveraged Yield
Outparcel Development:
Mayfaire Town Center - hotel development		Wilmington, NC		49%			83,021			$	15,435			$	3,197			$	2,025			Summer '25		11.0%
Redevelopments:
Hamilton Place - Crunch Fitness		Chattanooga, TN		100%			36,640				2,648				1,855				1,837			Winter '24		23.3%
Total Properties Under Development							119,661			$	18,083			$	5,052			$	3,862

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CBL & Associates Properties, Inc.

Supplemental Financial and Operating Information

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

Property		Location		Sears Redevelopment Plans		BonTon Redevelopment Plans
Arbor Place		Atlanta (Douglasville), GA		Sears sold to third party developer for redevelopment. Conn's opened on lower level (summer 2023). Under negotiation with entertainment use for remainder.
Brookfield Square		Brookfield, WI		Redeveloped in 2019 with Movie Tavern, Whirlyball, Outback Steakhouse, Uncle Julio's, convention center/hotel.		Sold to third party for future office use.
CherryVale Mall		Rockford, IL		Redeveloped with Tilt in 2020.		Gallery Furniture opened 2021.
Coastal Grand Mall		Myrtle Beach, SC		Owned by Sears.
CoolSprings Galleria		Nashville, TN		Redeveloped in 2015.
Cross Creek Mall		Fayetteville, NC		Parcel sold to Rooms To Go. New store opened December 2021. Longhorn Steakhouse opened. Pad sale to Main Event completed in August 2022 and opened in 2023. Bahama Breeze opened in fall 2023. Razoo's restaurant under construction and is scheduled to open in 2024.
Dakota Square Mall		Minot, ND		Sold to Scheel's and new expanded store opened in fall 2022.		Ross Dress For Less opened. Five Below opened in fall 2022.
East Towne Mall		Madison, WI		Owned by Sears.		Owned by third party.
Eastland Mall		Bloomington, IL		Closed.		Closed.
Fayette Mall		Lexington, KY		Redeveloped in 2016.
Friendly Center and The Shops at Friendly		Greensboro, NC		Whole Foods sub-leases a third of the box from Sears. Sears closed in Q2 2023 and ground lease terminated. Store demolished for future redevelopment.
Frontier Mall		Cheyenne, WY		Owned by third party. Jax Outdoor Gear purchased location and opened November 2019.
Governor's Square		Clarksville, TN		50/50 joint venture property. Under negotiation/LOIs with tenants.
Hamilton Place		Chattanooga, TN		Redeveloped with Cheesecake Factory (December 2019), Dick's Sporting Goods and Dave & Busters (March 2020), Aloft hotel (June 2021) and Malone's (opening 2024).
Hanes Mall		Winston-Salem, NC		Owned by third party. Novant Health, Inc. purchased Sears for future medical office.
Harford Mall		Bel Air, MD		Sold to third party developer. New grocer under construction.
Imperial Valley Mall		El Centro, CA		Seritage sold to third party for future redevelopment.
Jefferson Mall		Louisville, KY		Currently occupied by Overstock. PSA executed for sale to wholesale club.
Kentucky Oaks Mall		Paducah, KY		Owned by Seritage. Redeveloped with Burlington and Ross Dress for Less.		50/50 joint venture asset. HomeGoods and Five Below opened November 2019.
Kirkwood Mall		Bismarck, ND				Tilt opened August 2023 in former anchor. New Chick-fil-A, Five Guys, Thrifty White Pharmacy, Blaze Pizza and Panchero's restaurant opened in parking lot in 2022.
Laurel Park Place		Livonia, MI				Dunham's Sports opened November 2019.
Layton Hills Mall		Layton, UT
Mall del Norte		Laredo, TX		Owned by Transformco. Under negotiation with furniture user.
Mayfaire Town Center		Wilmington, NC

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Property		Location		Sears Redevelopment Plans		BonTon Redevelopment Plans
Meridian Mall		Lansing, MI				High Caliber Karts opened fall 2019. Actively leasing women's store - pursuing non-retail use.
Mid Rivers Mall		St. Peters, MO		Owned by Sears.
Monroeville Mall		Pittsburgh, PA
Northgate Mall		Chattanooga, TN		Building purchased by third party for non-retail development. CBL is a 50% partner.
Northpark Mall		Joplin, MO		Building owned by Sears.
Northwoods Mall		North Charleston, SC		Owned by third party. Partially redeveloped with Burlington.
Oak Park Mall		Overland Park, KS
Old Hickory Mall		Jackson, TN		Actively leasing.
Parkdale Mall		Beaumont, TX		Owned by Sears.
Parkway Place		Huntsville, AL
Pearland Town Center		Pearland, TX
Post Oak Mall		College Station, TX		Location purchased from Sears by third party. Conn's opened. Executed lease with Murdoch's Farm & Ranch.
Richland Mall		Waco, TX		Dillard's opened Q2 2020.
South County Center		St. Louis, MO		Sears still paying rent under ground lease.
Southaven Towne Center		Southaven, MS
Southpark Mall		Colonial Heights, VA		Under negotiation with non-retail uses.
St. Clair Square		Fairview Heights, IL		Building owned by Sears on ground lease.
Stroud Mall		Stroudsburg, PA		EFO Furniture Outlet Opened February 2020.		Shoprite opened October 2019.
Sunrise Mall		Brownsville, TX		Sears sold to third party developer. TruFit and Main Event opened.
The Outlet Shoppes at Atlanta		Woodstock, GA
The Outlet Shoppes at El Paso		El Paso, TX
The Outlet Shoppes at Gettysburg		Gettysburg, PA
The Outlet Shoppes at Laredo		Laredo, TX
The Outlet Shoppes of the Bluegrass		Simpsonville, KY
Turtle Creek Mall		Hattiesburg, MS		Owned by Sears.
Valley View Mall		Roanoke, VA		Owned by Sears. Under negotiation with sporting goods tenant.
Volusia Mall		Daytona Beach, FL		Owned by third party. Construction pending on multi-family project.
West County Center		St. Louis, MO
West Towne Mall		Madison, WI		Owned by third party. Redeveloped with Dave & Busters and Total Wine. Hobby Lobby opened June 2021. Portillo's restaurant opened fall 2022.		Von Maur opened October 2022.
Westmoreland Mall		Greensburg, PA		Building owned by Transformco on ground lease. Under negotiation with sporting goods tenant.		Stadium Casino opened November 2020.
York Galleria		York, PA		Hollywood Casino opened August 2021.		Extra Space Storage purchased store and opened.

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v3.24.0.1

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

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