Operations Improvement Reflects Strength of Business Recovery

CBL Properties (OTCMKTS: CBLAQ) announced results for the second quarter ended June 30, 2021. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

KEY TAKEAWAYS:

• FFO, as adjusted, per diluted share, was $0.39 for the second quarter 2021, compared with $0.02 per share for the second quarter 2020. The increase in FFO, as adjusted, per diluted share, as compared with the prior year period is principally a result of $0.15 per diluted share lower net interest expense and a $0.17 per diluted share positive variance in the estimate for uncollectable revenues, rent abatements and write-offs for past due rents. The decline in net interest expense was 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. The positive variance in the estimate for uncollectable revenues, abatements and write-offs for past due rents was primarily a result of the tenant accommodations that were made in the prior-year period due to the impact of the pandemic.
• Other major variances in the second quarter 2021 FFO, as adjusted, per diluted share, compared with the prior year period included $0.07 per diluted share of higher property NOI, including the estimate for uncollectable revenues, rent abatements and write-offs for past due rents. The second quarter 2021 also benefited from a $0.06 per diluted share positive variance from undeclared preferred dividends accrued in the prior year period. G&A expense during the second quarter 2021 was approximately $0.04 per diluted share lower, due to cost saving initiatives.
• Sales for the second quarter 2021 increased 22.3% as compared with the second quarter 2019. Sales for the six months ended June 30, 2021, increased 17.2% over the six months ended June 30, 2019.
• Total portfolio same-center NOI increased 18.5% for the three months ended June 30, 2021. Total portfolio same-center NOI for the six months ended June 30, 2021, declined 1.9%.
• Portfolio occupancy as of June 30, 2021, was 87.0%, representing a 160-basis point improvement from the sequential quarter and a 110-basis point decline compared with 88.1% as of June 30, 2020. Same-center mall occupancy was 85.2% as of June 30, 2021, representing a 200-basis point increase sequentially and a 160-basis point decline compared with 86.8% as of June 30, 2020. An estimated 379-basis points of the decline in total mall portfolio occupancy was due to store closures related to tenants in bankruptcy.

“Shopping at the mall is back! The combination of pent-up demand, stimulus checks, positive consumer sentiment and cabin fever led to a rebound in sales across our portfolio over the last few months,” said Stephen Lebovitz, Chief Executive Officer. “Sales at nearly all our malls are exceeding 2019 levels, with many categories showing double-digit increases. Traffic has picked up as well and is approaching pre-pandemic levels. This recovery benefited second quarter results, with percentage rents and short-term income trending above expectations. Preliminary reports on back-to-school are positive, which bodes well for the holiday sales season. Same-center NOI increased more than 18%, much of which was driven by the $33 million positive variance in the estimate for uncollectable revenues and abatements. Even with inflation pressures, we kept expenses, as well as capital expenditures, in check.

“We are maintaining the positive momentum of redevelopments across our portfolio and are strengthening our properties by converting vacant parcels and former anchor stores into more productive uses. In June, we opened the HCA office building at Pearland Town Center, which will generate steady traffic for our stores and restaurants. Just a few days ago, we celebrated the grand opening of Hollywood Casino at York Galleria in York, PA, marking the second casino in our portfolio. In July, we sold a former anchor location at Eastgate Mall in Cincinnati that will be developed into a national grocer and another former anchor location at Dakota Square in Minot, ND, was sold to Scheel’s sporting goods to bring their latest prototype to the property. We are under negotiation on several other locations across our portfolio to a wide range of tenants including grocery, value retail, entertainment and e-sports, hotel, multi-family and others that represent a diversity of uses as we reinvent our malls. We are also adding exciting, new local and regional specialty stores that are broadening our tenant mix and revenues.

“We are pleased with the overwhelming support received for our Chapter 11 Plan of Reorganization from all constituencies, with over 95% of votes cast voting in favor of the plan. Following the confirmation hearing on August 11^th, the court entered the confirmation order, providing a clear path to emergence. Between now and our planned emergence date of November 1, we will be working diligently to close and effect the approved restructuring plan. The entire CBL organization is excited about our future. The balance sheet and cash flow flexibility CBL will enjoy positions us to implement our redevelopment strategy, as well as pursue new growth opportunities. We are energized by these opportunities and CBL’s future prospects.”

FINANCIAL RESULTS

Net loss attributable to common shareholders for the three months ended June 30, 2021 was $8.9 million, or a loss of $0.05 per diluted share, compared with net loss of $81.5 million, or a loss of $0.42 per diluted share, for the three months ended June 30, 2020.

Net loss attributable to common shareholders for the six months ended June 30, 2021 was $35.6 million, or a loss of $0.18 per diluted share, compared with net loss of $215.3 million, or a loss of $1.16 per diluted share, for the six months ended June 30, 2020.

FFO, as adjusted, allocable to common shareholders, for the three months ended June 30, 2021 was $77.5 million, or $0.39 per diluted share, compared with $4.7 million, or $0.02 per diluted share, for the three months ended June 30, 2020. FFO, as adjusted, allocable to the Operating Partnership common unitholders, for the three months ended June 30, 2021 was $79.5 million compared with $4.9 million for the three months ended June 30, 2020.

FFO, as adjusted, allocable to common shareholders, for the six months ended June 30, 2021 was $144.4 million, or $0.73 per diluted share, compared with $52.0 million, or $0.28 per diluted share, for the six months ended June 30, 2020. FFO, as adjusted, allocable to the Operating Partnership common unitholders, for the six months ended June 30, 2021 was $148.2 million compared with $56.5 million for the six months ended June 30, 2020.

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

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

• Same-center NOI increased $16.7 million, due to a $23.5 million increase in revenues partially offset by a $6.8 million increase in operating expenses.
• Rental revenues increased $22.9 million, including a $29.6 million increase in minimum and other rents and a $3.6 million increase in percentage rents. Rental revenues also include a $10.3 million decline in tenant reimbursements (net of any abatements). The increase in rental revenues for the quarter was primarily due to the $31.2 million positive variance from uncollectable revenues. The total estimate for uncollectable revenues and abatements for the second quarter 2021 was $8.6 million compared with a total of $39.9 million in the prior year period.
• Property operating expenses increased $5.0 million compared with the prior year, primarily due to the reopening of CBL’s portfolio. Maintenance and repair expenses increased $3.6 million. Real estate tax expenses declined by $1.5 million.

COVID-19 RENT COLLECTION UPDATE

The Company has collected approximately 90% of related gross rents for the period April 2020 through June 2021. As of July 2021, CBL had deferred approximately $40.5 million in rents. Of the approximately 73% of the deferred amounts billed to-date, CBL has collected approximately 93%.

LIQUIDITY

As of June 30, 2021, on a consolidated basis, the company had $329.5 million available in unrestricted cash and marketable securities.

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

Sales for the second quarter 2021 increased 22.3% as compared with the second quarter 2019, with 52 of CBL’s 56 reporting malls demonstrating an increase over the comparable period. For the six months ended June 30, 2021, sales increased 17.2% as compared with the six months ended June 30, 2019. Due to the temporary mall and store closures that occurred in 2020, the majority of CBL’s tenants did not report sales for the full reporting period. As a result, CBL is not able to provide a complete measure of sales for the trailing twelve-month period.

FINANCING ACTIVITY AND LENDER DISCUSSIONS

In July 2021, the Company reached a comprehensive settlement agreement with the existing lender to modify the loan secured by The Outlet Shoppes at Laredo, subject to court approval and documentation. The modified loan has a principal balance of $39.95 million, bears interest at LIBOR plus 3.25% and has a maturity date of July 2023, with a one-year extension option available at the Company’s election. As part of the settlement, the parties have agreed to a $5.0 million maximum unsecured deficiency claim, certain agreed-upon covenants and defaults, and mutual releases. The settlement is expected to be implemented through a stipulated dismissal of the Laredo Outlet Shoppes chapter 11 case.

In July 2021, the Company reached an agreement with the lender to amend the loan secured by Springs at Port Orange, which extends the term of the note to December 31, 2021 and increases the principal amount of the loan to $44.4 million ($19.3 million at CBL’s share). The interest rate was reduced from LIBOR plus 235 basis points to LIBOR plus 200 basis points.

In August 2021, CBL entered into a forbearance agreement with the lender for the $137.6 million non-recourse loan secured by Fayette Mall in Lexington, KY, that provides that, subject to certain conditions, the lender would forbear from exercising any rights with respect to the loan maturity default until December 1, 2021. CBL has reached an agreement, in principle, on the modification and extension of the loan secured by Fayette Mall in Lexington, KY. The agreement is subject to additional lender approvals and due diligence. The loan is expected to be extended for two years, with three additional one-year extension options, subject to certain requirements. The fixed interest rate was reduced from 5.42% to 4.25%.

CBL anticipates cooperating with conveyance or foreclosure proceedings for Park Plaza in Little Rock, AR ($76.8 million), EastGate Mall in Cincinnati, OH ($30.3 million) and Asheville Mall in Asheville, NC ($62.1 million). Park Plaza and Asheville Mall were deconsolidated during the first quarter 2021. CBL no longer controls either property following their transfer to receivership. EastGate Mall is expected to be transferred into receivership imminently.

The $71.3 million loan secured by Parkdale Mall and Crossing matured in March 2021 and is currently in default. The $8.0 million loan secured by Hamilton Crossing matured in April 2021 and is currently in default. Additionally, the $43.0 million loan secured by Alamance Crossing matured in July 2021 and is currently in default. CBL is in discussion with each respective existing lender regarding loan modifications and extensions.

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

RESTRUCTURING UPDATE

Following the confirmation hearing held on August 11, 2021, the United States Bankruptcy Court for the Southern District of Texas entered an order approving the Company’s Plan of Reorganization. The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring or https://dm.epiq11.com/case/cblproperties/info.

DISPOSITIONS

In July 2021, CBL completed the sale of the former Sears location at Dakota Square Mall in Minot, ND to Scheel’s for $4.0 million. Scheel’s plans to expand the former Sears building to approximately 100,000-square-feet to accommodate their new prototype and relocate from their existing location to the new store. Additionally, in July, CBL sold a former department store in Cincinnati, Ohio for $5.2 million, for redevelopment into a future grocer.

In July 2021, CBL entered into a contract for the sale of 62 residential units at Pearland Town Center in Houston, TX, for $8.75 million. The disposition is subject to due diligence, customary closing conditions and approval by the Bankruptcy Court and is expected to close in late ’21.

Year-to-date, CBL has generated $15.7 million in gross proceeds from asset sales.

DEVELOPMENT AND LEASING PROGRESS

During the second quarter, CBL celebrated the opening of a new 135-key Aloft hotel at Hamilton Place in Chattanooga, TN, and the HCA medical office building at Pearland Town Center in Houston, TX.

On August 12^th, 2021, Hollywood Casino at York Galleria in York, PA held its grand opening. Hobby Lobby at West Towne Mall in Madison, WI, celebrated its grand opening recently and Rooms to Go at Cross Creek in Fayetteville, NC will open later this year.

During the second quarter, CBL commenced construction on the redevelopment of the former Herberger’s location at Kirkwood Mall in Bismarck, ND. Kirkwood Mall will welcome fast casual restaurant, Pancheros Mexican Grill, Thrifty White Pharmacy in addition to Chick-fil-A, Five Guys, and Blaze Pizza.

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

Detailed project information is available in CBL’s Financial Supplement for Q2 2021, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com.

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s portfolio is comprised of 105 properties totaling 63.9 million square feet across 24 states, including 63 high-quality enclosed, outlet and open-air retail centers and six properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

NON-GAAP FINANCIAL MEASURES

Funds From Operations

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

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

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

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

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

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

Same-center Net Operating Income

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

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

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

Pro Rata Share of Debt

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

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