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CBL Properties Reports Results for First Quarter 2025

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CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL Properties (NYSE: CBL) announced results for the first quarter ended March 31, 2025. 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.

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Three Months Ended March 31,

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2025

Ìý

Ìý

2024

Ìý

Net income (loss) attributable to common shareholders

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$

0.27

Ìý

Ìý

$

(0.01

)

Funds from Operations ("FFO")

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$

1.13

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Ìý

$

1.21

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FFO, as adjusted (1)

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$

1.50

Ìý

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$

1.50

Ìý

(1)

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

KEY TAKEAWAYS:

  • During Q1 2025, CBL closed on dispositions representing more than $73.3 million of gross proceeds at CBL's share, including the $34.0 million sale of Monroeville Mall in Monroeville, PA, and the $38.1 million sale of Imperial Valley Mall in El Centro, CA.
  • Consistent with our previously issued guidance range, same-center NOI for Q1 2025 declined 2.3% compared with the prior-year period, and FFO, as adjusted, per share was $1.50, flat with the prior-year period.
  • Portfolio occupancy was 90.4% as of March 31, 2025, a 100-basis-point-increase compared with portfolio occupancy of 89.4% as of March 31, 2024. Same-center occupancy for malls, lifestyle centers and outlet centers was 88.7% as of March 31, 2025, a 40-basis-point increase from 88.3% as of March 31, 2024. Bankruptcy related store closures, including the anticipated first quarter closures of three Forever21 locations and one Party City location, representing over 284,000-square-feet, negatively impacted mall occupancy by 182 basis points compared with the prior-year quarter.
  • Nearly 575,000-square-feet of leases were executed in first quarter 2025, including comparable leases of approximately 473,000 square feet signed at a 2.4% decline in average rents versus the prior rents. New comparable leases were signed at an increase of more than 21% in average rents versus the prior rents.
  • Same-center tenant sales per square foot for the first quarter 2025 declined approximately 1.6% as compared with the prior-year period. Same-center tenant sales per square foot for the 12-months ended March 31, 2025, of $423, were essentially flat as compared with the prior period.
  • As of March 31, 2025, the Company had $276.1 million of unrestricted cash and marketable securities.
  • CBL's Board of Directors declared a regular cash dividend of $0.40 per common share for the quarter ending June 30, 2025.
  • On April 30, 2025, CBL announced that it had successfully met the extension test for its non-recourse term loan to secure a one-year extension to November 2026. Based on current projections, CBL also anticipates meeting the second extension test later in 2026, to secure the final one-year extension to November 2027.
  • On May 1, 2025, CBL announced that its Board of Directors authorized a stock repurchase program for the Company to buy up to $25 million of its common stock.

"CBL is off to a solid start in 2025 with first quarter results in-line with expectations and previously issued guidance," said CBL's chief executive officer, Stephen D. Lebovitz. "Financial results reflected the anticipated decline in same-center NOI as we faced a difficult comparable period in the prior year that included one-time tax savings and lower operating expense related to timing of maintenance and repairs.

"While absolute leasing volumes in the first quarter moderated from the record volumes signed during the prior-year period, the resilience of our portfolio was demonstrated with the signing of a number of new in-demand tenants. These additions included Fabletics, LEGO, James Avery Artisan Jewelry, Hey Dude, Miss A, and nostalgic restaurant concept, Ford's Garage. New comparable shop leases were signed at positive lease spreads of more than 21% while renewal leases were signed at a 6.5% decline. The strong prior-year new leasing volumes contributed to a 100-basis point increase in portfolio occupancy compared with the prior-year period, including a 40-basis point increase in same-center malls, outlet and lifestyle centers. This new leasing activity more than offset the negative impact of several first quarter Forever21 and Party City closures. We anticipate additional Forever21 closures to occur in the second quarter but have already made significant progress in lining up strong backfills for the impacted locations to minimize downtime and bring new higher rents online.

"We continue to focus on actively pursuing opportunities to return capital to shareholders, which was demonstrated with the Board's authorization of a new $25 million stock repurchase program as well as the regular quarterly cash dividend and the special cash dividend paid in March. The stock repurchase program provides us with a powerful tool to allocate capital to capture significant discounts in our stock's valuation.

"We have actively worked to improve the strength and flexibility of our balance sheet over the past several years. As a result, today we enjoy a balance sheet comprised almost exclusively of non-recourse mortgage debt, with significant amortization reducing leverage further. Additionally, our maturity schedule continues to improve with the recent achievement of the extension test to extend our term loan maturity as well as the recent extensions of four property-specific loans.

"Last quarter, we noted that uncertainty would be a factor impacting 2025, and this has proven to be even more prescient than we expected. While it is difficult to project the impact the changes in tariffs will have on our tenants and customers, the majority of our leases are long-term and are diversified across higher credit tenants, which serves to mitigate the short-term impact. As such, we are maintaining our current guidance range and will keep our focus on the areas we can influence, including operating the portfolio efficiently, driving occupancy and revenues and allocating capital prudently."

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

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Three Months Ended March 31,

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2025

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Ìý

2024

Ìý

Total Revenues

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$

160,032

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$

158,637

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Total Expenses

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$

(56,834

)

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$

(52,991

)

Total portfolio same-center NOI

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$

103,197

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$

105,646

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Total same-center NOI percentage change

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(2.3

)%

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Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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Estimate for uncollectable revenues (recovery)

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$

1,046

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$

(1,784

)

(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 above and below market leases.

Same-center NOI for the first quarter 2025 declined $2.4 million. First quarter 2025 results were impacted by a $0.7 million decline in percentage rents. Total operating expense increased $3.8 million, primarily driven by one-time real estate and franchise tax refunds received in the prior-year period and timing of certain maintenance and repair expense. The estimate for uncollectable revenues favorably impacted the quarter by approximately $0.7 million.

PORTFOLIO OPERATIONAL RESULTS

Occupancy(1):

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As of March 31,

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2025

Ìý

2024

Total portfolio

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90.4%

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89.4%

Malls, lifestyle centers and outlet centers:

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Ìý

Ìý

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Total malls

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87.9%

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87.0%

Total lifestyle centers

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92.2%

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90.5%

Total outlet centers

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90.4%

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90.5%

Total same-center malls, lifestyle centers and outlet centers

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88.7%

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88.3%

Open-air centers

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95.7%

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95.1%

All Other Properties

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89.6%

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84.5%

(1)

Occupancy for malls, lifestyle centers and outlet centers represent percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied.

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

% Change in Average Gross Rent Per Square Foot:

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Three Months Ended
March 31,

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2025

All Property Types

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(2.4)%

Stabilized Malls, Lifestyle Centers and Outlet Centers

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(2.7)%

New leases

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21.5%

Renewal leases

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(6.5)%

Open Air Centers

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8.6%

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

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Sales Per Square Foot for the Trailing Twelve Months Ended March 31,

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2025

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Ìý

2024

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% Change

Malls, lifestyle centers and outlet centers same-center sales per square foot

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$

423

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$

424

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(0.2)%

DIVIDEND

On May 1, 2025, CBL announced that its Board of Directors declared a regular cash dividend of $0.40 per common share for the quarter ending June 30, 2025. The dividend is payable on June 30, 2025, to shareholders of record as of June, 13, 2025. The regular dividend equates to an annual dividend payment of $1.60 per common share. CBL also paid a special dividend of $0.80 per share on March 31, 2025.

FINANCING ACTIVITY

In February 2025, CBL and its joint venture partner exercised the one-year extension option on the loan secured by the Pavilion at Port Orange in Port Orange, FL, which extends the maturity date through February 2026.

In March, CBL and its joint venture partner closed on a modification of the $28.8 million loan (at 100%) secured by York Town Center in York, PA, to extend the maturity to September 2025. Additionally, the loan secured by Cross Creek Mall in Fayetteville, NC, was modified for an extended maturity date of August 2025.

Additionally in March, the conveyance of Alamance Crossing East, in Burlington, NC, was completed in satisfaction of the outstanding $41.1 million non-recourse loan.

In April 2025, CBL exercised the one-year extension option on the loan secured by Fayette Mall in Lexington, KY.

On April 30, 2025, CBL announced that the principal balance of CBL's non-recourse term loan has been reduced to $668.3 million, successfully meeting the extension test to secure a one-year extension. The loan’s maturity will automatically extend from November 2025 to November 2026.

Additionally, based on current projections, CBL anticipates meeting the second required extension test, which requires a principal balance of $615 million, in 2026 through natural amortization, enabling another one-year extension to November 2027.

DISPOSITION ACTIVITY

During Q1 2025, CBL closed on dispositions generating more than $73.3 million of gross proceeds including the sale of Monroeville Mall and Annex in Monroeville PA, for $34.0 million in January and the $38.1 million sale of Imperial Valley Mall in El Centro, CA, in February. CBL also completed the sale of one outparcel, generating aggregate proceeds at CBL's share of $1.2 million.

STOCK REPURCHASE PROGRAM

On May 1, 2025, CBL announced that its Board of Directors authorized a stock repurchase program for the Company to buy up to $25 million of its common stock.

The Company plans to repurchase shares from time to time on the open market, in privately negotiated transactions or otherwise, depending on market prices and other conditions and all in compliance with the rules of the United States Securities and Exchange Commission and other applicable legal requirements.

The size and timing of any purchases will depend on a number of factors, including share price, general business and market conditions, and other factors. The repurchase program does not obligate the Company to acquire any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. Purchases may be made through the program by May 1, 2026.

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

Detailed project information is available in CBL’s Financial Supplement for Q1 2025, which can be found in the Invest � Financial Reports section of CBL’s website at

OUTLOOK AND GUIDANCE

Based on Management's expectations, CBL is reiterating FFO, as adjusted, guidance for 2025 in the range of $6.98 - $7.34 per share. Management anticipates same-center NOI for full-year 2025 in the range of (2.0)% to 0.5%.

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Low

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High

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2025 FFO, as adjusted (in millions)

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$

213.0

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$

224.0

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2025 WA Share Count

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30.5

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30.5

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2025 FFO, as adjusted, per share

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$

6.98

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$

7.34

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2025 Same-Center NOI ("SC NOI") (in millions)

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$

427.0

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$

438.0

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2025 change in same-center NOI

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(2.0

)%

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0.5

%

Reconciliation of GAAP Earnings Per Share to 2025 FFO, as Adjusted, Per Share:

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Low

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High

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Expected diluted earnings per common share

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$

0.91

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$

1.27

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Depreciation and amortization

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Ìý

4.93

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Ìý

Ìý

4.93

Ìý

Gain on depreciable property

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Ìý

(0.71

)

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Ìý

(0.71

)

Expected FFO, per diluted, fully converted common share

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5.13

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Ìý

Ìý

5.49

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Debt discount accretion, net of noncontrolling interests' share

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1.13

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1.13

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Loss on extinguishment of debt

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0.01

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Ìý

Ìý

0.01

Ìý

Adjustment for unconsolidated affiliates with negative investment

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0.70

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Ìý

Ìý

0.70

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Non-cash default interest expense

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0.01

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Ìý

Ìý

0.01

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Expected FFO, as adjusted, per diluted, fully converted common share

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$

6.98

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Ìý

$

7.34

Ìý

2025 Estimate of Capital Items (in millions):

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Low

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High

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2025 Estimated maintenance capital/tenant allowances (1)

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$

40.0

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$

55.0

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2025 Estimated development/redevelopment expenditures

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7.5

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Ìý

Ìý

12.5

Ìý

2025 Estimated principal amortization (including est. term loan ECF)

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Ìý

90.0

Ìý

Ìý

Ìý

100.0

Ìý

Total Estimate

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$

137.5

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$

167.5

Ìý

(1) Excludes amounts related to properties which have 100% of the cash flows from such properties restricted under the terms of the respective loan agreements as further described on page 17 of the Financial Supplement.

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 88 properties totaling 55.4 million square feet across 20 states, including 52 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 .

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 AGÕæÈ˹ٷ½ 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.

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 (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.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

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Three Months Ended March 31,

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Ìý

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2025

Ìý

Ìý

2024

Ìý

REVENUES:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Rental revenues

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$

137,360

Ìý

Ìý

$

124,027

Ìý

Management, development and leasing fees

Ìý

Ìý

1,317

Ìý

Ìý

Ìý

1,905

Ìý

Other

Ìý

Ìý

3,091

Ìý

Ìý

Ìý

3,185

Ìý

Total revenues

Ìý

Ìý

141,768

Ìý

Ìý

Ìý

129,117

Ìý

EXPENSES:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Property operating

Ìý

Ìý

(25,878

)

Ìý

Ìý

(23,827

)

Depreciation and amortization

Ìý

Ìý

(45,541

)

Ìý

Ìý

(38,040

)

AGÕæÈ˹ٷ½ estate taxes

Ìý

Ìý

(15,731

)

Ìý

Ìý

(9,269

)

Maintenance and repairs

Ìý

Ìý

(13,466

)

Ìý

Ìý

(9,938

)

General and administrative

Ìý

Ìý

(20,707

)

Ìý

Ìý

(20,414

)

Loss on impairment

Ìý

Ìý

�

Ìý

Ìý

Ìý

(836

)

Litigation settlement

Ìý

Ìý

�

Ìý

Ìý

Ìý

68

Ìý

Total expenses

Ìý

Ìý

(121,323

)

Ìý

Ìý

(102,256

)

OTHER INCOME (EXPENSES):

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest and other income

Ìý

Ìý

3,468

Ìý

Ìý

Ìý

4,004

Ìý

Interest expense

Ìý

Ìý

(44,225

)

Ìý

Ìý

(39,812

)

Loss on extinguishment of debt

Ìý

Ìý

(217

)

Ìý

Ìý

�

Ìý

Gain on sales of real estate assets

Ìý

Ìý

21,532

Ìý

Ìý

Ìý

3,721

Ìý

Income tax benefit

Ìý

Ìý

471

Ìý

Ìý

Ìý

158

Ìý

Equity in earnings of unconsolidated affiliates

Ìý

Ìý

6,913

Ìý

Ìý

Ìý

4,594

Ìý

Total other expenses, net

Ìý

Ìý

(12,058

)

Ìý

Ìý

(27,335

)

Net income (loss)

Ìý

Ìý

8,387

Ìý

Ìý

Ìý

(474

)

Net (income) loss attributable to noncontrolling interests in:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Operating Partnership

Ìý

Ìý

(6

)

Ìý

Ìý

�

Ìý

Other consolidated subsidiaries

Ìý

Ìý

408

Ìý

Ìý

Ìý

524

Ìý

Net income attributable to the Company

Ìý

Ìý

8,789

Ìý

Ìý

Ìý

50

Ìý

Earnings allocable to unvested restricted stock

Ìý

Ìý

(577

)

Ìý

Ìý

(259

)

Net income (loss) attributable to common shareholders

Ìý

$

8,212

Ìý

Ìý

$

(209

)

Basic and diluted per share data attributable to common shareholders:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Basic earnings per share

Ìý

$

0.27

Ìý

Ìý

$

(0.01

)

Diluted earnings per share

Ìý

Ìý

0.27

Ìý

Ìý

Ìý

(0.01

)

Weighted-average basic shares

Ìý

Ìý

30,419

Ìý

Ìý

Ìý

31,546

Ìý

Weighted-average diluted shares

Ìý

Ìý

30,709

Ìý

Ìý

Ìý

31,546

Ìý

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)

Ìý

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

Net income (loss) attributable to common shareholders

Ìý

$

8,212

Ìý

Ìý

$

(209

)

Noncontrolling interest in income of Operating Partnership

Ìý

Ìý

6

Ìý

Ìý

Ìý

�

Ìý

Earnings allocable to unvested restricted stock

Ìý

Ìý

�

Ìý

Ìý

Ìý

259

Ìý

Depreciation and amortization expense of:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Consolidated properties

Ìý

Ìý

45,541

Ìý

Ìý

Ìý

38,040

Ìý

Unconsolidated affiliates

Ìý

Ìý

3,432

Ìý

Ìý

Ìý

3,989

Ìý

Non-real estate assets

Ìý

Ìý

(247

)

Ìý

Ìý

(259

)

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

Ìý

Ìý

(426

)

Ìý

Ìý

(560

)

Loss on impairment, net of taxes

Ìý

Ìý

�

Ìý

Ìý

Ìý

619

Ìý

Gain on depreciable property, net of taxes

Ìý

Ìý

(21,706

)

Ìý

Ìý

(3,721

)

FFO allocable to Operating Partnership common unitholders

Ìý

Ìý

34,812

Ìý

Ìý

Ìý

38,158

Ìý

Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1)

Ìý

Ìý

9,207

Ìý

Ìý

Ìý

11,795

Ìý

Adjustment for unconsolidated affiliates with negative investment (2)

Ìý

Ìý

1,534

Ìý

Ìý

Ìý

(2,568

)

Litigation settlement (3)

Ìý

Ìý

�

Ìý

Ìý

Ìý

(68

)

Non-cash default interest expense (4)

Ìý

Ìý

363

Ìý

Ìý

Ìý

�

Ìý

Loss on extinguishment of debt (5)

Ìý

Ìý

217

Ìý

Ìý

Ìý

�

Ìý

FFO allocable to Operating Partnership common unitholders, as adjusted

Ìý

$

46,133

Ìý

Ìý

$

47,317

Ìý

FFO per diluted share

Ìý

$

1.13

Ìý

Ìý

$

1.21

Ìý

FFO, as adjusted, per diluted share

Ìý

$

1.50

Ìý

Ìý

$

1.50

Ìý

Weighted-average common and potential dilutive common units outstanding

Ìý

Ìý

30,714

Ìý

Ìý

Ìý

31,546

Ìý

(1)

In conjunction with the acquisition of the Company's partners' 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center and the implementation of fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted as additional interest expense over the terms of the respective mortgage notes payable using the effective interest method. The Company began recognizing the debt discount accretion associated with the acquisition of its partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center during the three months ended March 31, 2025.

(2)

Represents the Company’s share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where the Company is not recognizing equity in earnings (losses) because its investment in the unconsolidated affiliate is below zero.

(3)

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.

(4)

The three months ended March 31, 2025 includes default interest on loans past their maturity dates.

(5)

During the three months ended March 31, 2025, the Company made a partial paydown on the open-air centers and outparcels loan and recognized loss on extinguishment of debt related to a prepayment fee.

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

Diluted EPS attributable to common shareholders

Ìý

$

0.27

Ìý

Ìý

$

(0.01

)

Add amounts per share included in FFO:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Unvested restricted stock

Ìý

Ìý

�

Ìý

Ìý

Ìý

0.01

Ìý

Eliminate amounts per share excluded from FFO:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests

Ìý

Ìý

1.57

Ìý

Ìý

Ìý

1.31

Ìý

Loss on impairment, net of taxes

Ìý

Ìý

�

Ìý

Ìý

Ìý

0.02

Ìý

Gain on depreciable property, net of taxes

Ìý

Ìý

(0.71

)

Ìý

Ìý

(0.12

)

FFO per diluted share

Ìý

$

1.13

Ìý

Ìý

$

1.21

Ìý

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

SUPPLEMENTAL FFO INFORMATION:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Lease termination fees

Ìý

$

963

Ìý

Ìý

$

983

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Straight-line rental income adjustment

Ìý

$

(542

)

Ìý

$

(515

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Gain on outparcel sales, net of taxes

Ìý

$

766

Ìý

Ìý

$

�

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Net amortization of acquired above- and below-market leases

Ìý

$

(3,720

)

Ìý

$

(3,492

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Income tax benefit

Ìý

$

471

Ìý

Ìý

$

158

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest capitalized

Ìý

$

113

Ìý

Ìý

$

134

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Estimate of uncollectable revenues

Ìý

$

(822

)

Ìý

$

(6,192

)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

As of March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

Straight-line rent receivable

Ìý

$

23,814

Ìý

Ìý

$

22,537

Ìý

Same-center Net Operating Income

(Dollars in thousands)

Ìý

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

Net income (loss)

Ìý

$

8,387

Ìý

Ìý

$

(474

)

Adjustments:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Depreciation and amortization

Ìý

Ìý

45,541

Ìý

Ìý

Ìý

38,040

Ìý

Depreciation and amortization from unconsolidated affiliates

Ìý

Ìý

3,432

Ìý

Ìý

Ìý

3,989

Ìý

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

Ìý

Ìý

(426

)

Ìý

Ìý

(560

)

Interest expense

Ìý

Ìý

44,225

Ìý

Ìý

Ìý

39,812

Ìý

Interest expense from unconsolidated affiliates

Ìý

Ìý

7,290

Ìý

Ìý

Ìý

17,281

Ìý

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

Ìý

Ìý

(1,014

)

Ìý

Ìý

(1,065

)

Gain on sales of real estate assets

Ìý

Ìý

(21,532

)

Ìý

Ìý

(3,721

)

Gain on sales of real estate assets of unconsolidated affiliates

Ìý

Ìý

(1,035

)

Ìý

Ìý

�

Ìý

Adjustment for unconsolidated affiliates with negative investment

Ìý

Ìý

1,534

Ìý

Ìý

Ìý

(2,568

)

Loss on extinguishment of debt

Ìý

Ìý

217

Ìý

Ìý

Ìý

�

Ìý

Loss on impairment

Ìý

Ìý

�

Ìý

Ìý

Ìý

836

Ìý

Litigation settlement

Ìý

Ìý

�

Ìý

Ìý

Ìý

(68

)

Income tax benefit

Ìý

Ìý

(471

)

Ìý

Ìý

(158

)

Lease termination fees

Ìý

Ìý

(963

)

Ìý

Ìý

(983

)

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

Ìý

Ìý

4,262

Ìý

Ìý

Ìý

4,007

Ìý

Net loss attributable to noncontrolling interests in other consolidated subsidiaries

Ìý

Ìý

408

Ìý

Ìý

Ìý

524

Ìý

General and administrative expenses

Ìý

Ìý

20,707

Ìý

Ìý

Ìý

20,414

Ìý

Management fees and non-property level revenues

Ìý

Ìý

(5,657

)

Ìý

Ìý

(6,447

)

Operating Partnership's share of property NOI

Ìý

Ìý

104,905

Ìý

Ìý

Ìý

108,859

Ìý

Non-comparable NOI

Ìý

Ìý

(1,708

)

Ìý

Ìý

(3,213

)

Total same-center NOI (1)

Ìý

$

103,197

Ìý

Ìý

$

105,646

Ìý

Total same-center NOI percentage change

Ìý

Ìý

(2.3

)%

Ìý

Ìý

Ìý

(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). 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, 2025, 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, 2025. 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.

Same-center Net Operating Income

(Dollars in thousands)

Ìý

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

Malls

Ìý

$

69,710

Ìý

Ìý

$

72,522

Ìý

Outlet centers

Ìý

Ìý

5,463

Ìý

Ìý

Ìý

5,622

Ìý

Lifestyle centers

Ìý

Ìý

8,555

Ìý

Ìý

Ìý

8,724

Ìý

Open-air centers

Ìý

Ìý

14,077

Ìý

Ìý

Ìý

13,934

Ìý

Outparcels and other

Ìý

Ìý

5,392

Ìý

Ìý

Ìý

4,844

Ìý

Total same-center NOI

Ìý

$

103,197

Ìý

Ìý

$

105,646

Ìý

Percentage Change:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Malls

Ìý

Ìý

(3.9

)%

Ìý

Ìý

Ìý

Outlet centers

Ìý

Ìý

(2.8

)%

Ìý

Ìý

Ìý

Lifestyle centers

Ìý

Ìý

(1.9

)%

Ìý

Ìý

Ìý

Open-air centers

Ìý

Ìý

1.0

%

Ìý

Ìý

Ìý

Outparcels and other

Ìý

Ìý

11.3

%

Ìý

Ìý

Ìý

Total same-center NOI

Ìý

Ìý

(2.3

)%

Ìý

Ìý

Ìý

Company's Share of Consolidated and Unconsolidated Debt

(Dollars in thousands)

Ìý

Ìý

Ìý

As of March 31, 2025

Ìý

Ìý

Ìý

Fixed Rate

Ìý

Ìý

Variable
Rate

Ìý

Ìý

Total Debt

Ìý

Ìý

Unamortized
Deferred
Financing
Costs

Ìý

Ìý

Unamortized
Debt
Discounts (1)

Ìý

Ìý

Total, net

Ìý

Consolidated debt (2)

Ìý

$

1,387,453

Ìý

Ìý

$

871,887

Ìý

Ìý

$

2,259,340

Ìý

Ìý

$

(7,480

)

Ìý

$

(101,298

)

Ìý

$

2,150,562

Ìý

Noncontrolling interests' share of consolidated debt

Ìý

Ìý

(24,234

)

Ìý

Ìý

(11,298

)

Ìý

Ìý

(35,532

)

Ìý

Ìý

135

Ìý

Ìý

Ìý

1,339

Ìý

Ìý

Ìý

(34,058

)

Company's share of unconsolidated affiliates' debt

Ìý

Ìý

369,366

Ìý

Ìý

Ìý

28,836

Ìý

Ìý

Ìý

398,202

Ìý

Ìý

Ìý

(2,528

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

395,674

Ìý

Company's share of consolidated, unconsolidated and other debt

Ìý

$

1,732,585

Ìý

Ìý

$

889,425

Ìý

Ìý

$

2,622,010

Ìý

Ìý

$

(9,873

)

Ìý

$

(99,959

)

Ìý

$

2,512,178

Ìý

Weighted-average interest rate

Ìý

Ìý

5.16

%

Ìý

Ìý

7.44

%

Ìý

Ìý

5.93

%

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

As of March 31, 2024

Ìý

Ìý

Ìý

Fixed Rate

Ìý

Ìý

Variable
Rate

Ìý

Ìý

Total Debt

Ìý

Ìý

Unamortized
Deferred
Financing
Costs

Ìý

Ìý

Unamortized
Debt
Discounts (1)

Ìý

Ìý

Total, net

Ìý

Consolidated debt (2)

Ìý

$

906,438

Ìý

Ìý

$

1,003,255

Ìý

Ìý

$

1,909,693

Ìý

Ìý

$

(12,086

)

Ìý

$

(37,313

)

Ìý

$

1,860,294

Ìý

Noncontrolling interests' share of consolidated debt

Ìý

Ìý

(24,919

)

Ìý

Ìý

(11,718

)

Ìý

Ìý

(36,637

)

Ìý

Ìý

224

Ìý

Ìý

Ìý

3,229

Ìý

Ìý

Ìý

(33,184

)

Company's share of unconsolidated affiliates' debt

Ìý

Ìý

618,640

Ìý

Ìý

Ìý

56,619

Ìý

Ìý

Ìý

675,259

Ìý

Ìý

Ìý

(2,890

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

672,369

Ìý

Other debt (3)

Ìý

Ìý

69,783

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

69,783

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

69,783

Ìý

Company's share of consolidated, unconsolidated and other debt

Ìý

$

1,569,942

Ìý

Ìý

$

1,048,156

Ìý

Ìý

$

2,618,098

Ìý

Ìý

$

(14,752

)

Ìý

$

(34,084

)

Ìý

$

2,569,262

Ìý

Weighted-average interest rate

Ìý

Ìý

5.26

%

Ìý

Ìý

8.42

%

Ìý

Ìý

6.53

%

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

(1)

In conjunction with the acquisition of the Company's partners' 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center and the implementation of fresh start accounting upon emergence from bankruptcy, the Company recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted as additional interest expense over the terms of the respective mortgage notes payable using the effective interest method. The Company recognized the debt discounts associated with the acquisition of its partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center in December 2024.

(2)

At March 31, 2025, includes $529,919 of debt and $82,248 of unamortized debt discounts related to three properties in which the Company acquired its joint venture partner's 50% interest and now consolidates the properties.

(3)

Represents the outstanding loan balance for Alamance Crossing East and WestGate Mall, which were deconsolidated due to a loss of control when the properties were placed into receivership in connection with the foreclosure process. The foreclosure processes for Alamance Crossing East and WestGate Mall were completed in March 2025 and May 2024, respectively.

Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

Ìý

Ìý

Ìý

March 31,

Ìý

Ìý

December 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

2024

Ìý

ASSETS

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

AGÕæÈ˹ٷ½ estate assets:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Land

Ìý

$

592,056

Ìý

Ìý

$

588,153

Ìý

Buildings and improvements

Ìý

Ìý

1,512,377

Ìý

Ìý

Ìý

1,505,232

Ìý

Ìý

Ìý

Ìý

2,104,433

Ìý

Ìý

Ìý

2,093,385

Ìý

Accumulated depreciation

Ìý

Ìý

(303,946

)

Ìý

Ìý

(283,785

)

Ìý

Ìý

Ìý

1,800,487

Ìý

Ìý

Ìý

1,809,600

Ìý

Held-for-sale

Ìý

Ìý

�

Ìý

Ìý

Ìý

56,075

Ìý

Developments in progress

Ìý

Ìý

6,381

Ìý

Ìý

Ìý

5,817

Ìý

Net investment in real estate assets

Ìý

Ìý

1,806,868

Ìý

Ìý

Ìý

1,871,492

Ìý

Cash and cash equivalents

Ìý

Ìý

29,822

Ìý

Ìý

Ìý

40,791

Ìý

Restricted cash

Ìý

Ìý

93,325

Ìý

Ìý

Ìý

112,938

Ìý

Available-for-sale securities - at fair value (amortized cost of $246,216 and $242,881 as of March 31, 2025 and December 31, 2024, respectively)

Ìý

Ìý

246,290

Ìý

Ìý

Ìý

243,148

Ìý

Receivables:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Tenant

Ìý

Ìý

37,876

Ìý

Ìý

Ìý

45,594

Ìý

Other

Ìý

Ìý

2,618

Ìý

Ìý

Ìý

2,356

Ìý

Investments in unconsolidated affiliates

Ìý

Ìý

84,121

Ìý

Ìý

Ìý

83,465

Ìý

In-place leases, net

Ìý

Ìý

167,852

Ìý

Ìý

Ìý

186,561

Ìý

Intangible lease assets and other assets

Ìý

Ìý

155,742

Ìý

Ìý

Ìý

160,846

Ìý

Ìý

Ìý

$

2,624,514

Ìý

Ìý

$

2,747,191

Ìý

LIABILITIES AND EQUITY

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Mortgage and other indebtedness, net

Ìý

$

2,150,562

Ìý

Ìý

$

2,212,680

Ìý

Accounts payable and accrued liabilities

Ìý

Ìý

190,190

Ìý

Ìý

Ìý

221,647

Ìý

Total liabilities

Ìý

Ìý

2,340,752

Ìý

Ìý

Ìý

2,434,327

Ìý

Shareholders' equity:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Common stock, $.001 par value, 200,000,000 shares authorized, 30,935,677 and 30,711,227 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively (in each case, excluding 34 treasury shares)

Ìý

Ìý

31

Ìý

Ìý

Ìý

31

Ìý

Additional paid-in capital

Ìý

Ìý

694,855

Ìý

Ìý

Ìý

694,566

Ìý

Accumulated other comprehensive income

Ìý

Ìý

307

Ìý

Ìý

Ìý

782

Ìý

Accumulated deficit

Ìý

Ìý

(400,167

)

Ìý

Ìý

(371,833

)

Total shareholders' equity

Ìý

Ìý

295,026

Ìý

Ìý

Ìý

323,546

Ìý

Noncontrolling interests

Ìý

Ìý

(11,264

)

Ìý

Ìý

(10,682

)

Total equity

Ìý

Ìý

283,762

Ìý

Ìý

Ìý

312,864

Ìý

Ìý

Ìý

$

2,624,514

Ìý

Ìý

$

2,747,191

Ìý

Ìý

Katie Reinsmidt, Executive Vice President - Chief Operating Officer, 423.490.8301, [email protected]

Source: CBL Properties

Cbl & Assoc Pptys Inc

NYSE:CBL

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REIT - Retail
AGÕæÈ˹ٷ½ Estate Investment Trusts
United States
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