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)

10

Selected Financial and Equity Information

12

Consolidated Balance Sheets

13

Condensed Combined Financial Statements - Unconsolidated Affiliates

14

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

15

Components of Rental Revenues

16

Schedule of Mortgage and Other Indebtedness

17

Schedule of Maturities

20

Mall Portfolio Statistics

21

Leasing Activity and Average Annual Base Rents

23

Top 25 Tenants Based on Percentage of Total Annualized Revenues

25

Capital Expenditures

26

Development Activity

27

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

28

Three Months Ended

March 31,

2021

2020

%

Net loss attributable to common shareholders per diluted share

$

(0.14

)

$

(0.75

)

81.3

%

Funds from Operations ("FFO") per diluted share

$

0.45

$

0.25

80.0

%

FFO, as adjusted, per diluted share ⁽¹⁾

$

0.34

$

0.26

30.8

%

(1)

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

•

FFO, as adjusted, per diluted share, was $0.34 for the first quarter 2021, compared with $0.26 per share for the first quarter 2020.  The increase in FFO, as adjusted, per diluted share, as compared with the prior year period is principally a result of the decline in net interest expense of $0.11 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.  

•

Other major variances in the first quarter 2021 FFO, as adjusted, per diluted share, compared with the prior year period included $0.13 per share of lower property NOI, which included $0.04 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 first quarter 2021 was approximately $0.03 lower, due to cost saving initiatives put in place earlier in 2020.  

•

Sales for the first quarter 2021 increased 12.5% as compared with the first quarter 2019.  

•

Total Portfolio same-center NOI declined 17.2% for the three months ended March 31, 2021.

•

Portfolio occupancy as of March 31, 2021, was 85.4%, representing a 410-basis point decline compared with 89.5% as of March 31, 2020.  Same-center mall occupancy was 83.2% as of March 31, 2021, representing a 480-basis point decline compared with 88.0% as of March 31, 2020.  An estimated 390-basis points of the decline in total mall portfolio occupancy was due to store closures related to tenants in bankruptcy.  

Three Months Ended

March 31,

2021

Portfolio same-center NOI

(17.2

)%

Mall same-center NOI

(18.3

)%

(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.

•

Same-center NOI declined $20.8 million, due to a $24.1 million decrease in revenues offset by a $3.3 million decline in operating expenses.  

•

Rental revenues declined $23.7 million, including a $17.7 million decline in minimum and other rents.  Rental revenues also include a $7.1 million decline in tenant reimbursements (net of any abatements), partially offset by a $1.1 million improvement in percentage rents.  Rental revenues for the three months ended March 31, 2021, included a total of $10.7 million related to uncollectable revenues and abatements compared with a total of $2.7 million in the prior year period.  

•

Property operating expenses declined $2.8 million compared with the prior year. Maintenance and repair expenses were flat. The improvement in property operating expense is primarily due to the benefit of the Company’s comprehensive programs to reduce operating expenses that were put in place in April 2020 to mitigate the impact of the COVID-19 pandemic. Real estate tax expenses declined by $0.9 million.  

As of March 31,

2021

2020

Total portfolio

85.4

%

89.5

%

Malls:

Total Mall portfolio

83.2

%

87.8

%

Same-center Malls

83.2

%

88.0

%

Stabilized Malls

83.2

%

88.0

%

Associated centers

91.0

%

93.2

%

Community centers

93.2

%

95.8

%

(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.

% Change in Average Gross Rent Per Square Foot:

Three Months Ended

March 31,

2021

Stabilized Malls

(22.3

)%

New leases

(25.3

)%

Renewal leases

(21.9

)%

Three Months Ended

March 31,

2021

2020

REVENUES:

Rental revenues

$

128,175

$

161,173

Management, development and leasing fees

1,659

2,092

Other

3,350

4,309

Total revenues

133,184

167,574

EXPENSES:

Property operating

(21,802

)

(25,709

)

Depreciation and amortization

(48,112

)

(55,902

)

Real estate taxes

(16,551

)

(18,448

)

Maintenance and repairs

(10,781

)

(11,208

)

General and administrative

(12,612

)

(17,836

)

Loss on impairment

(57,182

)

(133,644

)

Litigation settlement

858

—

Other

—

(158

)

Total expenses

(166,182

)

(262,905

)

OTHER INCOME (EXPENSES):

Interest and other income

776

2,397

Interest expense (unrecognized contractual interest expense was $44,764 for the three months ended March 31, 2021)

(24,130

)

(46,992

)

Gain on deconsolidation

55,131

—

Gain (loss) on sales of real estate assets

(299

)

140

Reorganization items

(22,933

)

—

Income tax provision

(751

)

(526

)

Equity in earnings (losses) of unconsolidated affiliates

(3,076

)

1,018

Total other income (expenses)

4,718

(43,963

)

Net loss

(28,280

)

(139,294

)

Net loss attributable to noncontrolling interests in:

Operating Partnership

698

16,414

Other consolidated subsidiaries

819

207

Net loss attributable to the Company

(26,763

)

(122,673

)

Preferred dividends undeclared

—

(11,223

)

Net loss attributable to common shareholders

$

(26,763

)

$

(133,896

)

Basic and diluted per share data attributable to common

   shareholders:

Net loss attributable to common shareholders

$

(0.14

)

$

(0.75

)

Weighted-average common and potential dilutive common shares

   outstanding

196,509

179,133

Three Months Ended

March 31,

2021

2020

Net loss attributable to common shareholders

$

(26,763

)

$

(133,896

)

Noncontrolling interest in loss of Operating Partnership

(698

)

(16,414

)

Depreciation and amortization expense of:

Consolidated properties

48,112

55,902

Unconsolidated affiliates

13,530

13,510

Non-real estate assets

(541

)

(917

)

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries

(581

)

(923

)

Loss on impairment

57,182

133,644

Loss on depreciable property

—

25

FFO allocable to Operating Partnership common unitholders

90,241

50,931

Litigation settlement ⁽¹⁾

(858

)

—

Non-cash default interest expense ⁽²⁾

11,470

690

Gain on deconsolidation ⁽³⁾

(55,131

)

—

Reorganization items ⁽⁴⁾

22,933

—

FFO allocable to Operating Partnership common unitholders, as

   adjusted

$

68,655

$

51,621

FFO per diluted share

$

0.45

$

0.25

FFO, as adjusted, per diluted share

$

0.34

$

0.26

Weighted-average common and potential dilutive common shares

   outstanding with Operating Partnership units fully converted

201,627

201,258

(1)

Represents a credit to litigation settlement expense related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.

(2)

The three months ended March 31, 2021 includes default interest expense related to loans secured by properties that were in default prior to the Company filing voluntary petitions under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, as well as loans secured by properties that are in default due to the Company filing voluntary petitions under Chapter 11 of title 11 of the United States Code. The three months ended March 31, 2020 includes default interest expense related to Greenbrier Mall and Hickory Point Mall.

(3)

During the three months ended March 31, 2021, the Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

(4)

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 and legal fees.

Three Months Ended

March 31,

2021

2020

Diluted EPS attributable to common shareholders

$

(0.14

)

$

(0.75

)

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

0.30

0.34

Loss on impairment

0.29

0.66

FFO per diluted share

$

0.45

$

0.25

Three Months Ended

March 31,

2021

2020

FFO allocable to Operating Partnership common unitholders

$

90,241

$

50,931

Percentage allocable to common shareholders ⁽¹⁾

97.46

%

89.01

%

FFO allocable to common shareholders

$

87,949

$

45,334

FFO allocable to Operating Partnership common unitholders, as adjusted

$

68,655

$

51,621

Percentage allocable to common shareholders ⁽¹⁾

97.46

%

89.01

%

FFO allocable to common shareholders, as adjusted

$

66,911

$

45,948

(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 12.

Three Months Ended

March 31,

2021

2020

SUPPLEMENTAL FFO INFORMATION:

Lease termination fees

$

1,111

$

220

Per share

$

0.01

$

—

Straight-line rental income adjustment

$

(3,263

)

$

892

Per share

$

(0.02

)

$

—

Gain (loss) on outparcel sales

$

(299

)

$

165

Per share

$

—

$

—

Net amortization of acquired above- and below-market leases

$

52

$

903

Per share

$

—

$

—

Net amortization of debt premiums and discounts

$

—

$

343

Per share

$

—

$

—

Income tax provision

$

(751

)

$

(526

)

Per share

$

—

$

—

Non-cash default interest expense (property-level loans)

$

(11,470

)

$

(690

)

Per share

$

(0.06

)

$

—

Abandoned projects expense

$

—

$

(158

)

Per share

$

—

$

—

Interest capitalized

$

19

$

726

Per share

$

—

$

—

Litigation settlement

$

858

$

—

Per share

$

—

$

—

Estimate of uncollectable revenues

$

(6,486

)

$

(3,778

)

Per share

$

(0.03

)

$

(0.02

)

As of March 31,

2021

2020

Straight-line rent receivable

$

48,528

$

55,845

Three Months Ended

March 31,

2021

2020

Net loss

$

(28,280

)

$

(139,294

)

Adjustments:

Depreciation and amortization

48,112

55,902

Depreciation and amortization from unconsolidated affiliates

13,530

13,510

Noncontrolling interests' share of depreciation and amortization in other

  consolidated subsidiaries

(581

)

(923

)

Interest expense

24,130

46,992

Interest expense from unconsolidated affiliates

9,849

7,676

Noncontrolling interests' share of interest expense in other consolidated

  subsidiaries

(967

)

(582

)

Abandoned projects expense

—

158

(Gain) loss on sales of real estate assets

299

(140

)

Gain on deconsolidation

(55,131

)

—

Loss on impairment

57,182

133,644

Litigation settlement

(858

)

—

Reorganization items

22,933

—

Income tax provision

751

526

Lease termination fees

(1,111

)

(220

)

Straight-line rent and above- and below-market lease amortization

3,211

(1,795

)

Net loss attributable to noncontrolling interests in other

  consolidated subsidiaries

819

207

General and administrative expenses

12,612

17,836

Management fees and non-property level revenues

(2,580

)

(4,177

)

Operating Partnership's share of property NOI

103,920

129,320

Non-comparable NOI

(3,896

)

(8,542

)

Total same-center NOI ⁽¹⁾

$

100,024

$

120,778

Total same-center NOI percentage change

(17.2

)%

Three Months Ended

March 31,

2021

2020

Malls

$

87,039

$

106,600

Associated centers

6,524

7,460

Community centers

5,311

5,596

Offices and other

1,150

1,122

Total same-center NOI ⁽¹⁾

$

100,024

$

120,778

Percentage Change:

Malls

(18.3

)%

Associated centers

(12.5

)%

Community centers

(5.1

)%

Offices and other

2.5

%

Total same-center NOI ⁽¹⁾

(17.2

)%

(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 March 31, 2021, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending March 31, 2021. New properties are excluded from same-center NOI, until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are properties which are under major redevelopment or being considered for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender.

As of March 31, 2021

Fixed Rate

Variable

Rate

Total per

Debt

Schedule

Unamortized

Deferred

Financing

Costs ⁽¹⁾

Total

Consolidated debt ⁽²⁾

$

2,347,553

$

1,182,287

$

3,529,840

$

(3,194

)

$

3,526,646

Noncontrolling interests' share of consolidated debt

(29,922

)

—

(29,922

)

251

(29,671

)

Company's share of unconsolidated affiliates' debt

620,896

123,309

744,205

(2,865

)

741,340

Other debt ⁽³⁾

138,926

—

138,926

—

138,926

Company's share of consolidated, unconsolidated and other debt

$

3,077,453

$

1,305,596

$

4,383,049

$

(5,808

)

$

4,377,241

Weighted-average interest rate

5.04

%

8.62

%

⁽⁴⁾

6.11

%

As of March 31, 2020

Fixed Rate

Variable

Rate

Total per

Debt

Schedule

Unamortized

Deferred

Financing

Costs

Total

Consolidated debt

$

2,601,849

$

1,203,075

$

3,804,924

$

(15,232

)

$

3,789,692

Noncontrolling interests' share of consolidated debt

(30,505

)

—

(30,505

)

304

(30,201

)

Company's share of unconsolidated affiliates' debt

629,306

111,936

741,242

(2,774

)

738,468

Company's share of consolidated and unconsolidated debt

$

3,200,650

$

1,315,011

$

4,515,661

$

(17,702

)

$

4,497,959

Weighted-average interest rate

5.06

%

3.87

%

4.72

%

(1)

Unamortized deferred financing costs of $2,841 and $2,005 for certain consolidated and the Company’s share of unconsolidated property-level, non-recourse mortgage loans, respectively, may be required to be written off in the event that a waiver or restructuring of terms cannot be negotiated and the debt is either redeemed or otherwise extinguished.

(2)

Includes $2,489,676 included in liabilities subject to compromise in the accompanying consolidated balance sheets as of March 31, 2021.

(3)

During the three months ended March 31, 2021, the Company deconsolidated Asheville Mall and Park Plaza due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

(4)

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

Shares

Outstanding

Stock

Price ⁽¹⁾

Common stock and operating partnership units

201,577

$

0.13

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 March 31, 2021. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Three Months Ended

March 31,

Basic

Diluted

2021:

Weighted-average shares - EPS

196,509

196,509

Weighted-average Operating Partnership units

5,118

5,118

Weighted-average shares - FFO

201,627

201,627

2020:

Weighted-average shares - EPS

179,133

179,133

Weighted-average Operating Partnership units

22,125

22,125

Weighted-average shares - FFO

201,258

201,258

As of

March 31,

2021

December 31,

2020

ASSETS

Real estate assets:

Land

$

662,045

$

695,711

Buildings and improvements

4,966,381

5,135,074

5,628,426

5,830,785

Accumulated depreciation

(2,229,137

)

(2,241,421

)

3,399,289

3,589,364

Developments in progress

31,284

28,327

Net investment in real estate assets

3,430,573

3,617,691

Cash and cash equivalents

84,655

61,781

Available-for-sale securities - at fair value (amortized cost of $232,774 and $233,053 as of

    March 31, 2021 and December 31, 2020, respectively)

232,795

233,071

Receivables:

Tenant

80,590

103,655

Other

8,026

5,958

Mortgage and other notes receivable

2,113

2,337

Investments in unconsolidated affiliates

271,764

279,355

Intangible lease assets and other assets

169,671

139,892

$

4,280,187

$

4,443,740

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Mortgage and other indebtedness, net

$

1,036,970

$

1,184,831

Accounts payable and accrued liabilities

185,723

173,387

Total liabilities not subject to compromise

1,222,693

1,358,218

Liabilities subject to compromise

2,551,354

2,551,490

Commitments and contingencies

Redeemable noncontrolling interests

(478

)

(265

)

Shareholders' equity:

Preferred stock, $.01 par value, 15,000,000 shares authorized:

7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares

   outstanding

18

18

6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares

   outstanding

7

7

Common stock, $.01 par value, 350,000,000 shares authorized, 196,458,778 and

   196,569,917 issued and outstanding in 2021 and 2020, respectively

1,965

1,966

Additional paid-in capital

1,986,666

1,986,269

Accumulated other comprehensive income

21

18

Dividends in excess of cumulative earnings

(1,483,198

)

(1,456,435

)

Total shareholders' equity

505,479

531,843

Noncontrolling interests

1,139

2,454

Total equity

506,618

534,297

$

4,280,187

$

4,443,740

March 31,

2021

December 31, 2020

ASSETS:

Investment in real estate assets

$

2,433,766

$

2,346,124

Accumulated depreciation

(885,045

)

(862,435

)

1,548,721

1,483,689

Developments in progress

32,780

28,138

Net investment in real estate assets

1,581,501

1,511,827

Other assets

187,993

174,966

Total assets

$

1,769,494

$

1,686,793

LIABILITIES:

Mortgage and other indebtedness, net

$

1,574,879

$

1,439,454

Other liabilities

60,101

45,280

Total liabilities

1,634,980

1,484,734

OWNERS' EQUITY:

The Company

126,301

132,350

Other investors

8,213

69,709

Total owners' equity

134,514

202,059

Total liabilities and owners’ equity

$

1,769,494

$

1,686,793

Three Months Ended

March 31,

2021

2020

Total revenues

$

58,756

$

60,514

Depreciation and amortization

(22,973

)

(22,093

)

Operating expenses

(19,106

)

(19,286

)

Interest and other income

398

365

Interest expense

(20,396

)

(14,457

)

Net income (loss)

$

(3,321

)

$

5,043

Company's Share for the

Three Months Ended March 31,

2021

2020

Total revenues

$

29,600

$

32,037

Depreciation and amortization

(13,530

)

(13,510

)

Operating expenses

(9,562

)

(10,082

)

Interest and other income

265

249

Interest expense

(9,849

)

(7,676

)

Net income (loss)

$

(3,076

)

$

1,018

Three Months Ended

March 31,

2021

2020

Net loss

$

(28,280

)

$

(139,294

)

Depreciation and amortization

48,112

55,902

Depreciation and amortization from unconsolidated affiliates

13,530

13,510

Interest expense

24,130

46,992

Interest expense from unconsolidated affiliates

9,849

7,676

Income taxes

981

523

Loss on impairment

57,182

133,644

Loss on depreciable property

—

25

Gain on deconsolidation

(55,131

)

—

EBITDAre ⁽¹⁾

70,373

118,978

Litigation settlement

(858

)

—

Abandoned projects

—

158

Net loss attributable to noncontrolling interests in other

   consolidated subsidiaries

819

207

Noncontrolling interests' share of depreciation and amortization in

   other consolidated subsidiaries

(581

)

(923

)

Noncontrolling interests' share of interest expense in other

   consolidated subsidiaries

(967

)

(582

)

Company's share of Adjusted EBITDAre

$

68,786

$

117,838

(1)

Includes $(299) and $165 for the three months ended March 31, 2021 and 2020, respectively, related to sales of non-depreciable real estate assets.

Interest Expense:

Interest expense

$

24,130

$

46,992

Interest expense from unconsolidated affiliates

9,849

7,676

Noncontrolling interests' share of interest expense in other

   consolidated subsidiaries

(967

)

(582

)

Company's share of interest expense

$

33,012

$

54,086

Ratio of Adjusted EBITDAre to Interest Expense

2.1

x

2.2

x

Three Months Ended

March 31,

2021

2020

Company's share of Adjusted EBITDAre

$

68,786

$

117,838

Interest expense

(24,130

)

(46,992

)

Noncontrolling interests' share of interest expense in other

   consolidated subsidiaries

967

582

Income taxes

(981

)

(523

)

Net amortization of deferred financing costs, debt premiums and

   discounts

923

1,990

Net amortization of intangible lease assets and liabilities

58

(687

)

Depreciation and interest expense from unconsolidated affiliates

(23,379

)

(21,186

)

Litigation settlement

858

—

Noncontrolling interests' share of depreciation and amortization in

   other consolidated subsidiaries

581

923

Net loss attributable to noncontrolling interests in other

   consolidated subsidiaries

(819

)

(207

)

(Gain) loss on outparcel sales

299

(165

)

Gain on insurance proceeds

—

(511

)

Equity in (earnings) losses of unconsolidated affiliates

3,076

(1,018

)

Distributions of earnings from unconsolidated affiliates

2,566

4,235

Share-based compensation expense

395

1,545

Change in estimate of uncollectable revenues

6,486

2,312

Change in deferred tax assets

—

(239

)

Changes in operating assets and liabilities

27,083

(19,169

)

Cash flows provided by operating activities

$

62,769

$

38,728

Three Months Ended

March 31,

2021

2020

Minimum rents

$

97,918

$

118,256

Percentage rents

2,686

1,639

Other rents

893

1,976

Tenant reimbursements

33,500

41,614

Estimate of uncollectable amounts

(6,822

)

(2,312

)

Total rental revenues

$

128,175

$

161,173

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⁾⁽³⁾

Beaumont, TX

Mar-21

5.85

%

73,313

73,313

—

EastGate Mall ⁽¹⁾

Cincinnati, OH

Apr-21

5.83

%

30,942

30,942

—

Hamilton Crossing & Expansion ⁽²⁾⁽³⁾

Chattanooga, TN

Apr-21

5.99

%

8,122

8,122

—

Fayette Mall ⁽²⁾⁽³⁾

Lexington, KY

May-21

5.42

%

139,682

139,682

—

The Outlet Shoppes at Laredo ⁽²⁾⁽³⁾

Laredo, TX

May-21

5.77

%

40,150

—

40,150

Alamance Crossing ⁽²⁾

Burlington, NC

Jul-21

5.83

%

43,300

43,300

—

Brookfield Square Anchor Redevelopment ⁽²⁾

Brookfield, WI

Oct-21