PART I FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents unaudited financials reflecting fresh start accounting post-bankruptcy emergence [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202022%20and%20December%2031%2C%202021) ASSETS (In thousands) | ASSETS (In thousands) | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Net investment in real estate assets | $1,699,254 | $1,769,115 | | Cash and cash equivalents | $177,065 | $169,554 | | Available-for-sale securities - at fair value | $150,063 | $149,996 | | Total assets | $2,774,542 | $2,945,979 | | LIABILITIES AND EQUITY (In thousands) | | | | Mortgage and other indebtedness, net | $2,035,389 | $1,813,209 | | 10% senior secured notes - at fair value | — | $395,395 | | Total liabilities | $2,312,917 | $2,544,879 | | Total shareholders' equity | $464,313 | $396,199 | | Total equity | $461,625 | $401,100 | | Total liabilities and equity | $2,774,542 | $2,945,979 | - **Total assets decreased** from $2,945,979 thousand as of December 31, 2021, to $2,774,542 thousand as of June 30, 2022[8](index=8&type=chunk) - **Total liabilities decreased** from $2,544,879 thousand as of December 31, 2021, to $2,312,917 thousand as of June 30, 2022[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) Three Months Ended June 30 | (In thousands, except per share data) | Three Months Ended June 30, 2022 (Successor) | Three Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Total revenues | $137,018 | $136,561 | | Total expenses | $(129,743) | $(102,629) | | Total other income (expenses) | $(51,080) | $(43,493) | | Net loss | $(43,805) | $(9,561) | | Net loss attributable to common shareholders | $(41,598) | $(8,882) | | Basic and diluted net loss per share | $(1.34) | $(0.05) | Six Months Ended June 30 | (In thousands, except per share data) | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Total revenues | $277,120 | $269,745 | | Total expenses | $(265,024) | $(268,811) | | Total other income (expenses) | $(99,124) | $(38,775) | | Net loss | $(87,028) | $(37,841) | | Net loss attributable to common shareholders | $(82,320) | $(35,645) | | Basic and diluted net loss per share | $(2.83) | $(0.18) | - **Net loss attributable to common shareholders increased significantly** from $(8,882) thousand in Q2 2021 (Predecessor) to $(41,598) thousand in Q2 2022 (Successor)[13](index=13&type=chunk) - For the six months ended June 30, **net loss attributable to common shareholders increased** from $(35,645) thousand in 2021 (Predecessor) to $(82,320) thousand in 2022 (Successor)[18](index=18&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) Three Months Ended June 30 | (In thousands) | Three Months Ended June 30, 2022 (Successor) | Three Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Net loss | $(43,805) | $(9,561) | | Other comprehensive loss: Unrealized loss on available-for-sale securities | $(33) | $(27) | | Comprehensive loss | $(43,838) | $(9,588) | | Comprehensive loss attributable to common shareholders | $(41,631) | $(8,909) | Six Months Ended June 30 | (In thousands) | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Net loss | $(87,028) | $(37,841) | | Other comprehensive loss: Unrealized gain (loss) on available-for-sale securities | $9 | $(24) | | Comprehensive loss | $(87,019) | $(37,865) | | Comprehensive loss attributable to common shareholders | $(82,311) | $(35,669) | [Condensed Consolidated Statements of Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) Equity Changes (In thousands) | (In thousands) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Shareholders' Equity | Noncontrolling Interests | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance, December 31, 2021 (Successor) | $21 | $547,726 | $(3) | $(151,545) | $396,199 | $4,901 | $401,100 | | Net loss | — | — | — | $(40,722) | $(40,722) | $(2,501) | $(43,223) | | Conversion of exchangeable notes into common stock | $11 | $152,527 | — | — | $152,538 | — | $152,538 | | Balance, June 30, 2022 (Successor) | $32 | $705,884 | $6 | $(241,609) | $464,313 | $(2,688) | $461,625 | - **Total equity increased** from $401,100 thousand as of December 31, 2021, to $461,625 thousand as of June 30, 2022, primarily due to the conversion of exchangeable notes into common stock[24](index=24&type=chunk) - **Common stock shares issued and outstanding increased** from 20,774,716 in 2021 to 31,814,178 in 2022[8](index=8&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202022%20and%202021) Six Months Ended June 30 | (In thousands) | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Net cash provided by operating activities | $88,089 | $130,497 | | Net cash provided by investing activities | $2,690 | $44,188 | | Net cash used in financing activities | $(68,119) | $(24,220) | | Net change in cash, cash equivalents and restricted cash | $22,660 | $150,465 | | Cash, cash equivalents and restricted cash, end of period | $258,858 | $272,187 | - **Net cash provided by operating activities decreased by $42,408 thousand** from $130,497 thousand (Predecessor) to $88,089 thousand (Successor) for the six months ended June 30[26](index=26&type=chunk) - **Net cash provided by investing activities decreased significantly** from $44,188 thousand (Predecessor) to $2,690 thousand (Successor) for the six months ended June 30[26](index=26&type=chunk) - **Net cash used in financing activities increased** from $(24,220) thousand (Predecessor) to $(68,119) thousand (Successor) for the six months ended June 30[26](index=26&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 – Organization and Basis of Presentation](index=9&type=section&id=Note%201%20%E2%80%93%20Organization%20and%20Basis%20of%20Presentation) - CBL & Associates Properties, Inc is a self-managed, self-administered REIT engaged in the ownership, development, acquisition, leasing, management, and operation of various retail and other properties primarily in the southeastern and midwestern United States[29](index=29&type=chunk) - The company conducts substantially all its business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity (VIE)[29](index=29&type=chunk) - The company adopted **fresh start accounting** upon emergence from Chapter 11 bankruptcy on November 1, 2021, resulting in a new basis of accounting and making financial statements before and after this date (Predecessor vs Successor) not comparable[30](index=30&type=chunk) Property Portfolio | Property Type | Consolidated Properties | Unconsolidated Properties | Total | | :--- | :--- | :--- | :--- | | Malls | 41 | 9 | 50 | | Outlet Centers | 2 | 3 | 5 | | Lifestyle Centers | 4 | 1 | 5 | | Open-Air Centers | 21 | 8 | 29 | | Other | 4 | 1 | 5 | | Total | 72 | 22 | 94 | [Note 2 – Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) - Receivables are assessed for collectability based on management's best estimate, considering disputes, historical collection levels, and current economic trends[34](index=34&type=chunk) - For the three-month Successor period ended June 30, 2022, there was a **reversal of $1,831 thousand** related to uncollectable revenues, including $920 thousand for straight-line rent receivables[34](index=34&type=chunk) - For the three-month Predecessor period ended June 30, 2021, **revenues were reduced by $6,704 thousand** associated with uncollectable revenues, including $2,623 thousand for straight-line rent receivables[34](index=34&type=chunk) [Note 3 – Revenues](index=10&type=section&id=Note%203%20%E2%80%93%20Revenues) - Total revenues for the three months ended June 30, 2022, increased slightly to **$137,018 thousand** from $136,561 thousand in the prior-year period[35](index=35&type=chunk) - Total revenues for the six months ended June 30, 2022, increased to **$277,120 thousand** from $269,745 thousand in the prior-year period[37](index=37&type=chunk) Revenue by Source - Three Months Ended June 30 | Revenue Source (In thousands) | Three Months Ended June 30, 2022 (Successor) | Three Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Rental revenues | $131,832 | $131,316 | | Operating expense reimbursements | $1,929 | $1,674 | | Management, development and leasing fees | $1,786 | $1,449 | | Marketing revenues | $759 | $520 | | Other revenues | $712 | $1,602 | | Total revenues | $137,018 | $136,561 | Revenue by Source - Six Months Ended June 30 | Revenue Source (In thousands) | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Rental revenues | $267,164 | $259,491 | | Operating expense reimbursements | $4,118 | $3,830 | | Management, development and leasing fees | $3,555 | $3,108 | | Marketing revenues | $744 | $821 | | Other revenues | $1,539 | $2,495 | | Total revenues | $277,120 | $269,745 | [Note 4 – Leases](index=11&type=section&id=Note%204%20%E2%80%93%20Leases) Rental Revenue Components - Three Months Ended June 30 | Rental Revenue Components (In thousands) | Three Months Ended June 30, 2022 (Successor) | Three Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Fixed lease payments | $96,733 | $69,543 | | Variable lease payments | $35,099 | $61,773 | | Total rental revenues | $131,832 | $131,316 | Rental Revenue Components - Six Months Ended June 30 | Rental Revenue Components (In thousands) | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Fixed lease payments | $192,381 | $140,770 | | Variable lease payments | $74,783 | $118,721 | | Total rental revenues | $267,164 | $259,491 | Undiscounted Future Fixed Lease Payments | Undiscounted Future Fixed Lease Payments (In thousands) | Operating Leases | | :--- | :--- | | Years Ending December 31, 2022 (1) | $182,052 | | 2023 | $324,701 | | 2024 | $265,550 | | 2025 | $206,707 | | 2026 | $153,831 | | 2027 | $104,318 | | Thereafter | $227,526 | | Total undiscounted lease payments | $1,464,685 | [Note 5 – Fair Value Measurements](index=12&type=section&id=Note%205%20%E2%80%93%20Fair%20Value%20Measurements) - The company categorizes financial assets and liabilities at fair value into a three-level hierarchy (Level 1, 2, 3) based on the observability of valuation inputs[39](index=39&type=chunk) - The estimated fair value of mortgage and other indebtedness was **$1,886,786 thousand** as of June 30, 2022, calculated using Level 2 inputs[39](index=39&type=chunk) - The company completed the **redemption of all outstanding 10% senior secured notes** on June 7, 2022[39](index=39&type=chunk) - During the six months ended June 30, 2022, the Successor Company adjusted the negative equity in Greenbrier Mall to zero upon deconsolidation, representing its estimated fair value[44](index=44&type=chunk) - During the three and six months ended June 30, 2022, the Successor Company sold an outparcel at the Pavilion at Port Orange for $1,660 thousand, resulting in a **loss on sale of $252 thousand**[44](index=44&type=chunk) Available-for-Sale Securities | AFS Security (In thousands) | Amortized Cost | Allowance for credit losses | Total unrealized gain | Fair value as of June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | U.S. Treasury securities | $150,057 | $— | $6 | $150,063 | Impairment Losses | Impairment Date | Property | Location | Segment Classification | Loss on Impairment | Fair Value | | :--- | :--- | :--- | :--- | :--- | :--- | | March 2021 | Eastland Mall | Bloomington, IL | Malls | $13,243 | $10,700 | | March 2021 | Old Hickory Mall | Jackson, TN | Malls | $20,149 | $12,400 | | March 2021 | Stroud Mall | Stroudsburg, PA | Malls | $23,790 | $15,400 | | Total | | | | $57,182 | $38,500 | [Note 6 – Dispositions](index=14&type=section&id=Note%206%20%E2%80%93%20Dispositions) - The dispositions described do not meet the criteria for classification as discontinued operations and are not considered significant[47](index=47&type=chunk) - During the six months ended June 30, 2022, the Successor Company **deconsolidated Greenbrier Mall** due to loss of control when the property was placed in receivership[48](index=48&type=chunk) - During the six months ended June 30, 2021, the Predecessor Company **deconsolidated Asheville Mall and Park Plaza**[49](index=49&type=chunk) [Note 7 – Unconsolidated Affiliates and Noncontrolling Interests](index=15&type=section&id=Note%207%20%E2%80%93%20Unconsolidated%20Affiliates%20and%20Noncontrolling%20Interests) - The company accounts for investments in joint ventures using the equity method due to substantive participating rights held by other partners, despite majority ownership[51](index=51&type=chunk)[52](index=52&type=chunk) - As of June 30, 2022, the company had investments in **26 entities accounted for using the equity method**, with ownership interests ranging from 20% to 100%[52](index=52&type=chunk) - In March 2022, the company deconsolidated Greenbrier Mall, recognizing a **gain on deconsolidation of $36,250 thousand** for the six months ended June 30, 2022[54](index=54&type=chunk) Unconsolidated Affiliates Balance Sheet Summary | (In thousands) | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Net investment in real estate assets | $1,248,641 | $1,437,068 | | Total assets | $1,453,793 | $1,625,751 | | Mortgage and other indebtedness, net | $1,501,971 | $1,452,794 | | Total liabilities | $1,567,502 | $1,517,392 | | Total owners' equity (deficit) | $(113,709) | $108,359 | Unconsolidated Affiliates Operations Summary | (In thousands) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total revenues | $65,551 | $57,747 | | Net income (loss) | $12,384 | $(9,698) | | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | Total revenues | $129,288 | $116,503 | | Net income (loss) | $33,062 | $(13,019) | [Note 8 – Mortgage and Other Indebtedness, Net](index=17&type=section&id=Note%208%20%E2%80%93%20Mortgage%20and%20Other%20Indebtedness%2C%20Net) - CBL & Associates Properties, Inc has no direct indebtedness; all company debt is held by its consolidated subsidiaries[61](index=61&type=chunk) - The company completed the **redemption of all $395,000 thousand outstanding senior secured notes** in June 2022, eliminating the recourse guaranty[66](index=66&type=chunk) - In February 2022, **10,982,795 shares of common stock were issued** to holders of exchangeable notes, and all exchangeable notes were cancelled[69](index=69&type=chunk) Debt Summary | Debt Type (In thousands) | June 30, 2022 Amount | June 30, 2022 Weighted-Average Interest Rate | December 31, 2021 Amount | December 31, 2021 Weighted-Average Interest Rate | | :--- | :--- | :--- | :--- | :--- | | Fixed-rate debt | $881,513 | 4.90% | $1,066,927 | 5.32% | | Variable-rate debt | $1,270,871 | 4.48% | $947,002 | 3.71% | | Total debt | $2,152,384 | 4.65% | $2,013,929 | 4.56% | | Unamortized deferred financing costs | $(16,028) | | $(1,567) | | | Debt discounts | $(100,967) | | $(199,153) | | | Total mortgage and other indebtedness, net | $2,035,389 | | $1,813,209 | | Scheduled Principal Payments | Scheduled Principal Payments (In thousands) | Total | | :--- | :--- | | 2022 (1) | $162,736 | | 2023 | $220,033 | | 2024 | $108,423 | | 2025 | $790,796 | | 2026 | $281,741 | | 2027 | $360,896 | | Thereafter | $62,855 | | Total | $1,987,480 | | Principal balance of loans with maturity date prior to June 30, 2022 (2) | $164,904 | | Total mortgage and other indebtedness | $2,152,384 | [Note 9 – Segment Information](index=20&type=section&id=Note%209%20%E2%80%93%20Segment%20Information) - The company measures performance and allocates resources based on property type, including Malls and All Other[71](index=71&type=chunk)[74](index=74&type=chunk)[77](index=77&type=chunk) Segment Performance - Three Months Ended June 30 | (In thousands) | Malls (1) | All Other (2) | Total | | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2022 (Successor) | | Revenues | $117,191 | $19,827 | $137,018 | | Property operating expenses | $(40,708) | $(5,088) | $(45,796) | | Segment profit (loss) | $37,792 | $(2,518) | $35,274 | | Three Months Ended June 30, 2021 (Predecessor) | | Revenues | $125,504 | $11,057 | $136,561 | | Property operating expenses | $(41,132) | $(2,385) | $(43,517) | | Segment profit | $62,724 | $7,841 | $70,565 | Segment Performance - Six Months Ended June 30 | (In thousands) | Malls (1) | All Other (2) | Total | | :--- | :--- | :--- | :--- | | Six Months Ended June 30, 2022 (Successor) | | Revenues | $238,619 | $38,501 | $277,120 | | Property operating expenses | $(85,392) | $(8,749) | $(94,141) | | Segment profit (loss) | $43,377 | $(6,989) | $36,388 | | Six Months Ended June 30, 2021 (Predecessor) | | Revenues | $244,832 | $24,913 | $269,745 | | Property operating expenses | $(86,727) | $(5,924) | $(92,651) | | Segment profit | $113,287 | $16,899 | $130,186 | Total Assets by Segment | Total Assets (In thousands) | Malls (1) | All Other (2) | Total | | :--- | :--- | :--- | :--- | | June 30, 2022 | $1,792,415 | $982,127 | $2,774,542 | | December 31, 2021 | $1,961,061 | $984,918 | $2,945,979 | [Note 10 – Earnings per Share](index=22&type=section&id=Note%2010%20%E2%80%93%20Earnings%20per%20Share) - Basic EPS is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding[78](index=78&type=chunk) - Due to net losses for the three and six months ended June 30, 2022, contingently issuable shares were **excluded from diluted EPS calculation** as they were anti-dilutive[78](index=78&type=chunk) - For the three months ended June 30, 2022, diluted EPS would have been based on 31,159,633 shares if net income was reported, including 187,121 contingently issuable shares[78](index=78&type=chunk) [Note 11 – Contingencies](index=23&type=section&id=Note%2011%20%E2%80%93%20Contingencies) - The company is involved in securities class action litigation, with the court dismissing the company but not individual defendants on May 3, 2022[81](index=81&type=chunk) - Management records a liability for litigation if an unfavorable outcome is probable and the loss can be reasonably estimated; otherwise, it discloses the nature of the litigation[81](index=81&type=chunk) - The maximum potential exposure to loss from environmental matters is not expected to be material, with a master insurance policy providing coverage up to **$40,000 thousand per occurrence**[82](index=82&type=chunk) Debt Guarantees for Unconsolidated Affiliates | Unconsolidated Affiliate | Company's Ownership Interest | Outstanding Balance | Percentage Guaranteed by the Operating Partnership | Maximum Guaranteed Amount | Debt Maturity Date | | :--- | :--- | :--- | :--- | :--- | :--- | | West Melbourne I, LLC - Phase I | 50% | $38,331 | 50% | $19,165 | Feb-2025 | | West Melbourne I, LLC - Phase II | 50% | $13,579 | 50% | $6,789 | Feb-2025 | | Port Orange I, LLC | 50% | $50,547 | 50% | $25,274 | Feb-2025 | | Ambassador Infrastructure, LLC | 65% | $7,001 | 100% | $7,001 | Mar-2025 | | Shoppes at Eagle Point, LLC | 50% | $39,961 | — | $— | May-2032 | | Atlanta Outlet JV, LLC | 50% | $4,406 | 100% | $4,406 | Nov-2023 | | Louisville Outlet Shoppes, LLC | 50% | $7,797 | 100% | $7,797 | Oct-2022 | | Total guaranty liability | | | | | | [Note 12 – Share-Based Compensation](index=24&type=section&id=Note%2012%20%E2%80%93%20Share-Based%20Compensation) - The CBL & Associates Properties, Inc 2021 Equity Incentive Plan (EIP) authorizes grants of equity awards, with **3,222,222 shares initially available**[86](index=86&type=chunk) - Share-based compensation expense for restricted stock awards was **$1,696 thousand for the three months** and **$3,318 thousand for the six months** ended June 30, 2022 (Successor)[87](index=87&type=chunk) - In February 2022, the company issued **727,223 Performance Stock Units (PSUs)** to senior officers, with a weighted-average grant date fair value of $24.67[91](index=91&type=chunk) - Unrecognized compensation cost for nonvested restricted stock awards was **$19,582 thousand** as of June 30, 2022, to be recognized over a weighted-average period of 3.3 years[89](index=89&type=chunk) Nonvested Restricted Stock Awards | Nonvested Restricted Stock Awards | Shares | Weighted-Average Grant-Date Fair Value Per Share | | :--- | :--- | :--- | | Nonvested at January 1, 2022 | 784,999 | $27.57 | | Granted | 56,667 | $27.49 | | Nonvested at June 30, 2022 | 841,666 | $27.56 | [Note 13 – Noncash Investing and Financing Activities](index=26&type=section&id=Note%2013%20%E2%80%93%20Noncash%20Investing%20and%20Financing%20Activities) Noncash Activities Summary | (In thousands) | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Additions to real estate assets accrued but not yet paid | $10,195 | $8,332 | | Accrued dividends and distributions payable | $7,956 | $— | | Deconsolidation upon loss of control: Decrease in real estate assets | $(18,810) | $(84,860) | | Decrease in mortgage and other indebtedness | $56,226 | $134,354 | | Decrease in operating assets and liabilities | $5,686 | $5,808 | | Decrease in intangible lease and other assets | $(6,852) | $(171) | [Note 14 – Subsequent Events](index=26&type=section&id=Note%2014%20%E2%80%93%20Subsequent%20Events) - In July 2022, the company redeemed $150,019 thousand in U.S Treasury securities and purchased **$249,712 thousand in new U.S Treasury securities**[95](index=95&type=chunk) - In July 2022, the company purchased the JC Penney parcel at CoolSprings Galleria for a gross purchase price of **$6,040 thousand**[95](index=95&type=chunk) - In August 2022, the lender foreclosed on the loan secured by Asheville Mall, and the loan secured by Parkdale Mall and Crossing was extended to March 2026[95](index=95&type=chunk) - In August 2022, the board of directors declared a **dividend of $0.25 per common share** for the quarter ending September 30, 2022[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results post-bankruptcy, highlighting property transformation and debt reduction strategies - The company adopted **fresh start accounting** upon emergence from bankruptcy, making financial results for 2021 (Predecessor) not comparable to 2022 (Successor)[99](index=99&type=chunk) - The company is a self-managed, self-administered REIT focused on owning, developing, acquiring, leasing, managing, and operating various retail and other properties[100](index=100&type=chunk) - The company's strategy focuses on transforming properties into dominant centers with a mix of retail, service, dining, entertainment, and non-retail uses[102](index=102&type=chunk) - Net loss attributable to common shareholders for the three months ended June 30, 2022, was **$41.6 million**, compared to $8.9 million in the prior-year period[100](index=100&type=chunk) - Net loss attributable to common shareholders for the six months ended June 30, 2022, was **$82.3 million**, compared to $35.6 million in the prior-year period[100](index=100&type=chunk) [Executive Overview](index=28&type=section&id=Executive%20Overview) - The company's portfolio generated improved lease spreads for new leases and significant sequential and year-over-year occupancy growth[100](index=100&type=chunk) - Over **$663.0 million in financings** were closed during the quarter, funding the full redemption of all $395.0 million of outstanding senior secured notes[100](index=100&type=chunk) - The company announced the **re-start of its regular quarterly cash dividend program**[100](index=100&type=chunk) Financial Highlights | Financial Metric (In millions) | Three Months Ended June 30, 2022 (Successor) | Three Months Ended June 30, 2021 (Predecessor) | | :--- | :--- | :--- | | Net loss | $(43.8) | $(9.6) | | Net loss attributable to common shareholders | $(41.6) | $(8.9) | | Six Months Ended June 30, 2022 (Successor) | Six Months Ended June 30, 2021 (Predecessor) | | Net loss | $(87.0) | $(37.8) | | Net loss attributable to common shareholders | $(82.3) | $(35.6) | [COVID-19](index=29&type=section&id=COVID-19) - The company implemented strict procedures and guidelines for employees, tenants, and visitors based on health agency recommendations in response to the COVID-19 pandemic[103](index=103&type=chunk) - As of the report date, government-imposed capacity restrictions are no longer in place in the company's markets[103](index=103&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) - Since January 1, 2021, the company has **deconsolidated four properties** and disposed of six properties[104](index=104&type=chunk) Deconsolidations | Deconsolidations | Location | Date of Deconsolidation | | :--- | :--- | :--- | | Asheville Mall | Asheville, NC | January 2021 | | Park Plaza | Little Rock, AR | March 2021 | | EastGate Mall | Cincinnati, OH | December 2021 | | Greenbrier Mall | Chesapeake, VA | March 2022 | Dispositions | Dispositions | Location | Date of Sale | | :--- | :--- | :--- | | The Residences at Pearland Town Center | Pearland, TX | October 2021 | | EastGate Mall Self Storage | Cincinnati, OH | November 2021 | | Hamilton Place Self Storage | Chattanooga, TN | November 2021 | | Mid Rivers Mall Self Storage | St. Peters, MO | November 2021 | | Parkdale Mall Self Storage | Beaumont, TX | November 2021 | | Springs at Port Orange | Port Orange, FL | December 2021 | [Comparison of the Three Months Ended June 30, 2022 to the Three Months Ended June 30, 2021](index=30&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202022%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202021) - Rental revenues from Comparable Properties increased due to a significantly higher estimate of uncollectable revenues in the prior year and prior year rent concessions[106](index=106&type=chunk) - Property operating expenses at Comparable Properties increased due to actions taken in the prior year to reduce expenses post-COVID-19 and increases in utility rates[106](index=106&type=chunk) - **Interest expense increased by $32.8 million**, primarily due to debt discount accretion and recognition of interest expense on secured term loans and notes[106](index=106&type=chunk) Q2 Operations Comparison | (In thousands) | Successor Three Months Ended June 30, 2022 | Predecessor Three Months Ended June 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Total revenues | $137,018 | $136,561 | $457 | | Total operating expenses | $(129,743) | $(102,629) | $(27,114) | | Interest expense | $(55,117) | $(22,299) | $(32,818) | | Equity in earnings (losses) of unconsolidated affiliates | $2,039 | $(4,275) | $6,314 | [Comparison of the Six Months Ended June 30, 2022 to the Six Months Ended June 30, 2021](index=31&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202022%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202021) - Rental revenues from Comparable Properties increased due to higher uncollectable revenue estimates in the prior year and prior year rent concessions[109](index=109&type=chunk) - **Interest expense increased by $99.3 million**, primarily due to debt discount accretion of $98.2 million and recognition of interest expense on new corporate debt[112](index=112&type=chunk) - **Gain on deconsolidation decreased by $18.9 million**, with $36.3 million recorded in 2022 for one mall compared to $55.1 million in 2021 for two malls[112](index=112&type=chunk) H1 Operations Comparison | (In thousands) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Total revenues | $277,120 | $269,745 | $7,375 | | Total operating expenses | $(265,024) | $(268,811) | $3,787 | | Interest expense | $(145,776) | $(46,429) | $(99,347) | | Gain on deconsolidation | $36,250 | $55,131 | $(18,881) | | Reorganization items, net | $(958) | $(40,006) | $39,048 | | Equity in earnings (losses) of unconsolidated affiliates | $10,606 | $(7,351) | $17,957 | [Non-GAAP Measure - Same-center Net Operating Income](index=32&type=section&id=Non-GAAP%20Measure%20-%20Same-center%20Net%20Operating%20Income) - NOI is defined as property operating revenues less property operating expenses, computed based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties[113](index=113&type=chunk) - Same-center NOI excludes certain items like lease termination income and straight-line rent adjustments to enhance comparability[113](index=113&type=chunk) Same-center NOI Reconciliation - Three Months Ended June 30 | (In thousands) | Successor Three Months Ended June 30, 2022 | Predecessor Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net loss | $(43,805) | $(9,561) | | Operating Partnership's share of property NOI | $111,924 | $109,645 | | Non-comparable NOI | $(4,566) | $(3,962) | | Total same-center NOI | $107,358 | $105,683 | Same-center NOI Reconciliation - Six Months Ended June 30 | (In thousands) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net loss | $(87,028) | $(37,841) | | Operating Partnership's share of property NOI | $226,580 | $213,565 | | Non-comparable NOI | $(9,194) | $(9,738) | | Total same-center NOI | $217,386 | $203,827 | [Inline and Adjacent Freestanding Store Sales](index=35&type=section&id=Inline%20and%20Adjacent%20Freestanding%20Store%20Sales) - Inline and adjacent freestanding store sales include reporting mall, lifestyle center, and outlet center tenants of 10,000 square feet or less[120](index=120&type=chunk) Same-Center Sales Per Square Foot | Sales Metric | Successor Sales Per Square Foot for the Trailing Twelve Months Ended June 30, 2022 | Predecessor Sales Per Square Foot for the Trailing Twelve Months Ended June 30, 2021 | % Change | | :--- | :--- | :--- | :--- | | Mall, Lifestyle Center and Outlet Center same-center sales per square foot | $443 | $417 | 6.2% | [Occupancy](index=35&type=section&id=Occupancy) - **Total portfolio occupancy increased** from 87.0% in the Predecessor period to 89.5% in the Successor period[120](index=120&type=chunk) Occupancy Rates | Occupancy Metric | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total portfolio | 89.5% | 87.0% | | Malls, Lifestyle Centers and Outlet Centers: Total malls | 87.9% | 85.2% | | Malls, Lifestyle Centers and Outlet Centers: Total lifestyle centers | 89.4% | 83.9% | | Malls, Lifestyle Centers and Outlet Centers: Total outlet centers | 87.5% | 86.2% | | Total same-center malls, lifestyle centers and outlet centers | 88.0% | 85.5% | | All Other: Total open-air centers | 94.4% | 92.2% | | All Other: Total other | 91.7% | 98.7% | [Leasing](index=35&type=section&id=Leasing) Leased Square Feet - Three Months Ended June 30 | Leased Square Feet (In thousands) | Successor Three Months Ended June 30, 2022 | Predecessor Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Operating portfolio: New leases | 395,752 | 210,225 | | Operating portfolio: Renewal leases | 633,563 | 693,787 | | Development portfolio: New leases | — | 56,759 | | Total leased | 1,029,315 | 960,771 | Leased Square Feet - Six Months Ended June 30 | Leased Square Feet (In thousands) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Operating portfolio: New leases | 630,642 | 354,422 | | Operating portfolio: Renewal leases | 1,450,369 | 1,292,105 | | Development portfolio: New leases | — | 60,059 | | Total leased | 2,081,011 | 1,706,586 | Average Annual Base Rents Per Space (PSF) | Average Annual Base Rents Per Space (PSF) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total portfolio | $24.99 | $25.52 | | Total same-center malls, lifestyle centers and outlet centers | $29.43 | $30.38 | | Total malls | $30.02 | $31.10 | | Total lifestyle centers | $27.88 | $27.05 | | Total outlet centers | $26.51 | $26.32 | | Total open-air centers | $15.10 | $15.15 | | Total other | $19.31 | $19.26 | Comparable Small Shop Space Leasing Activity | Comparable Small Shop Space Leasing Activity (Commencement 2022) | Number of Leases | Square Feet | Initial Rent PSF | Initial Rent Spread | Average Rent Spread | | :--- | :--- | :--- | :--- | :--- | :--- | | New leases | 72 | 198,699 | $37.00 | $(1.05) (-2.8%) | $0.52 (1.4%) | | Renewal leases | 408 | 1,283,061 | $30.02 | $(3.29) (-9.9%) | $(3.09) (-9.3%) | | Total | 480 | 1,481,760 | $30.95 | $(3.00) (-8.8%) | $(2.61) (-7.7%) | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2022, the company had **$327.1 million available** in unrestricted cash and U.S Treasury securities[125](index=125&type=chunk) - Total pro rata share of debt was **$2,959.0 million** at June 30, 2022[125](index=125&type=chunk) - The company had **$81.8 million in restricted cash** at June 30, 2022, held in escrow accounts[125](index=125&type=chunk) - The company intends to refinance and/or extend maturity dates for **$791.7 million of mortgage notes** payable maturing or callable within the next 12 months[129](index=129&type=chunk) [Cash Flows - Operating, Investing and Financing Activities](index=38&type=section&id=Cash%20Flows%20-%20Operating%2C%20Investing%20and%20Financing%20Activities) - Cash provided by operating activities decreased primarily due to **increased interest expense** on new corporate debt and higher general and administrative expenses[133](index=133&type=chunk) - Cash provided by investing activities decreased due to **fewer net redemptions of U.S Treasury securities** and lower proceeds from real estate sales[134](index=134&type=chunk) - Cash used in financing activities increased due to **principal payments on the secured term loan** and costs for new financings[135](index=135&type=chunk) Cash Flow Summary | (In thousands) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $88,089 | $130,497 | $(42,408) | | Net cash provided by investing activities | $2,690 | $44,188 | $(41,498) | | Net cash used in financing activities | $(68,119) | $(24,220) | $(43,899) | | Net cash flows | $22,660 | $150,465 | $(127,805) | [Debt](index=40&type=section&id=Debt) - As of June 30, 2022, the company's total outstanding debt was **$2,959.0 million**, comprising $2,074.6 million in non-recourse debt and $884.4 million in recourse debt[137](index=137&type=chunk) - The weighted-average remaining term of total debt was **3.0 years** at June 30, 2022, down from 3.3 years at December 31, 2021[139](index=139&type=chunk) - **Variable-rate debt constituted 38.8% of total debt** at June 30, 2022, an increase from 32.8% at December 31, 2021[139](index=139&type=chunk) Pro Rata Share of Debt | Debt Type (In thousands) | Consolidated | Noncontrolling Interests | Other Debt (1) | Unconsolidated Affiliates | Total | Weighted-Average Interest Rate (2) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fixed-rate debt | $881,513 | $(32,771) | $153,719 | $627,434 | $1,629,895 | 4.67% | | Variable-rate debt | $1,270,871 | $(13,597) | $— | $71,786 | $1,329,060 | 4.44% | | Total debt | $2,152,384 | $(46,368) | $153,719 | $699,220 | $2,958,955 | 4.57% | | Unamortized deferred financing costs | $(16,028) | $92 | $— | $(2,490) | $(18,426) | | | Debt discounts (4) | $(100,967) | $15,424 | $— | $— | $(85,543) | | | Total net mortgage and other indebtedness | $2,035,389 | $(30,852) | $153,719 | $696,730 | $2,854,986 | | [Equity](index=41&type=section&id=Equity) - In February 2022, **10,982,795 shares of common stock were issued** to holders of exchangeable notes, leading to their cancellation[140](index=140&type=chunk) - In June 2022, the board of directors established a regular quarterly dividend of **$0.25 per common share**[140](index=140&type=chunk) - The company filed a resale registration statement on Form S-11 on May 6, 2022, for up to **12,380,260 shares of common stock** by selling shareholders[141](index=141&type=chunk) [Capital Expenditures](index=42&type=section&id=Capital%20Expenditures) - **Total capital expenditures** for the six months ended June 30, 2022, increased to $13,974 thousand from $7,357 thousand in the prior-year period[145](index=145&type=chunk) Capital Expenditures - Three Months Ended June 30 | Capital Expenditures (In thousands) | Successor Three Months Ended June 30, 2022 | Predecessor Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Tenant allowances (1) | $4,173 | $3,375 | | Total deferred maintenance | $3,257 | $2,147 | | Capitalized overhead | $374 | $209 | | Capitalized interest | $147 | $13 | | Total capital expenditures | $7,951 | $5,744 | Capital Expenditures - Six Months Ended June 30 | Capital Expenditures (In thousands) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Tenant allowances (1) | $7,040 | $4,252 | | Total deferred maintenance | $5,736 | $2,606 | | Capitalized overhead | $823 | $467 | | Capitalized interest | $375 | $32 | | Total capital expenditures | $13,974 | $7,357 | [Developments](index=43&type=section&id=Developments) Projects Opened in 2022 | Property | Location | CBL Ownership Interest | Total Project Square Feet | Total Cost (1) | CBL's Share of Cost to Date (2) | 2022 Cost | Opening Date | Initial Unleveraged Yield | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Kirkwood Mall - Five Guys, Blaze Pizza, Thrifty White, Pancheros, Chick-fil-A | Bismarck, ND | 100% | 15,275 | $7,976 | $6,377 | $2,019 | Q2 '22 | 8.9% | Projects Under Development | Property | Location | CBL Ownership Interest | Total Project Square Feet | Total Cost (1) | Cost to Date (2) | 2022 Cost | Expected Opening Date | Initial Unleveraged Yield | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dakota Square Herberger's Redevelopment - Five Below | Minot, ND | 100% | 9,502 | $1,834 | $481 | $481 | Fall-22 | 8.7% | [Off-Balance Sheet Arrangements](index=43&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company has ownership interests in **26 unconsolidated affiliates**, accounted for using the equity method[148](index=148&type=chunk) - Joint ventures are considered for opportunities where third parties lack capital or expertise, or to capitalize on property value by selling interests to third parties[148](index=148&type=chunk) - The Operating Partnership may guarantee joint venture debt to obtain lower funding costs[148](index=148&type=chunk) [Critical Accounting Policies](index=44&type=section&id=Critical%20Accounting%20Policies) - The preparation of financial statements requires management to make estimates and assumptions that affect reported financial statements and disclosures[151](index=151&type=chunk) - There have been **no material changes** to critical accounting policies and estimates during the six months ended June 30, 2022[151](index=151&type=chunk) [Recent Accounting Pronouncements](index=44&type=section&id=Recent%20Accounting%20Pronouncements) - Information on recently issued accounting pronouncements is provided in Note 2 to the condensed consolidated financial statements[152](index=152&type=chunk) [Non-GAAP Measure - Funds from Operations](index=44&type=section&id=Non-GAAP%20Measure%20-%20Funds%20from%20Operations) - FFO is a non-GAAP measure of operating performance, defined by NAREIT as net income (loss) excluding certain non-cash items like depreciation and gains/losses on property sales[152](index=152&type=chunk) - **FFO allocable to Operating Partnership common unitholders** for Q2 2022 was $30.9 million, a decrease of $19.9 million from $50.8 million in the prior-year period[154](index=154&type=chunk) - **Adjusted FFO allocable to Operating Partnership common unitholders** for Q2 2022 was $59.9 million, a decrease of $19.6 million from $79.5 million in the prior-year period[154](index=154&type=chunk) FFO Reconciliation - Three Months Ended June 30 | (In thousands) | Successor Three Months Ended June 30, 2022 | Predecessor Three Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net loss attributable to common shareholders | $(41,598) | $(8,882) | | Depreciation and amortization expense of consolidated properties | $64,476 | $47,499 | | FFO allocable to Operating Partnership common unitholders | $30,908 | $50,793 | | FFO allocable to Operating Partnership common unitholders, as adjusted | $59,869 | $79,499 | FFO Reconciliation - Six Months Ended June 30 | (In thousands) | Successor Six Months Ended June 30, 2022 | Predecessor Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net loss attributable to common shareholders | $(82,320) | $(35,645) | | Depreciation and amortization expense of consolidated properties | $133,419 | $95,611 | | FFO allocable to Operating Partnership common unitholders | $65,908 | $141,035 | | FFO allocable to Operating Partnership common unitholders, as adjusted | $117,347 | $148,155 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, primarily focusing on interest rate risk - A **0.5% increase or decrease in interest rates** on variable-rate debt would increase or decrease annual cash flows by approximately **$6.6 million**[156](index=156&type=chunk) - A **0.5% increase in interest rates** would decrease the fair value of debt by approximately **$13.1 million**, while a 0.5% decrease would increase it by approximately $14.0 million[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and the remediation of a material weakness - The company's disclosure controls and procedures were evaluated and concluded to be **effective as of June 30, 2022**[159](index=159&type=chunk) - A previously reported **material weakness** in internal control over financial reporting, related to insufficient accounting personnel, **has been remediated** as of June 30, 2022[160](index=160&type=chunk) - Remediation steps included evaluating responsibility assignments, hiring additional accounting personnel, and designing a specific quarterly control for enhanced oversight[160](index=160&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates information on legal proceedings from Note 11 of the financial statements - Information on legal proceedings is incorporated by reference from Note 11 of the condensed consolidated financial statements[162](index=162&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Annual Report for risk factors, noting no material changes - Readers should refer to the 'Risk Factors' in the Annual Report on Form 10-K for the year ended December 31, 2021[163](index=163&type=chunk) - There have been **no material changes** to the company's risk factors since the filing of its Annual Report[163](index=163&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is marked as not applicable for the reporting period - This item is not applicable[163](index=163&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is marked as not applicable for the reporting period - This item is not applicable[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is marked as not applicable for the reporting period - This item is not applicable[163](index=163&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) This section details a new $360.0 million loan entered into on June 7, 2022 - On June 7, 2022, the company entered into a **new $360.0 million loan**[164](index=164&type=chunk) - The loan has a fixed interest rate of 6.95% for $180.0 million and a variable interest rate (30-day SOFR plus 4.10%) for the other $180.0 million[164](index=164&type=chunk) - The loan has an initial term of five years with one two-year extension option and is secured by 90 outparcels and 13 open-air centers[164](index=164&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements and certifications - Exhibits include the Credit Agreement for the $360 million open-air centers and outparcels loan (Exhibit 4.1)[167](index=167&type=chunk) - Certifications by the Chief Executive Officer and Chief Financial Officer are included pursuant to Securities Exchange Act Rule 13a-14(a) and 13a-14(b)[167](index=167&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents are also filed[167](index=167&type=chunk) [SIGNATURES](index=50&type=section&id=SIGNATURES) - The report was signed on August 15, 2022, by Farzana Khaleel, Executive Vice President, Chief Financial Officer and Treasurer[172](index=172&type=chunk)

Table of Contents UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) CBL & ASSOCIATES PROPERTIES, INC. (Exact Nam ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) CBL & Associates Properties, Inc., a REIT, emerged from Chapter 11 bankruptcy, eliminating **$1.6 billion** in debt and focusing on property transformation, despite significant debt maturities - On November 1, 2021, the company emerged from Chapter 11 bankruptcy, which resulted in the cancellation of prior equity interests and the issuance of new common stock. The reorganization eliminated over **$1.6 billion** of debt and preferred obligations[20](index=20&type=chunk)[22](index=22&type=chunk)[278](index=278&type=chunk) - The company has substantial doubt about its ability to continue as a going concern due to **$1.2 billion** of property-level debt and related obligations maturing or callable within the next twelve months from the financial statement issuance date[23](index=23&type=chunk)[65](index=65&type=chunk) - The company's business model involves owning, developing, acquiring, leasing, and managing a portfolio of regional shopping malls, outlet centers, lifestyle centers, and other properties, primarily located in the southeastern and midwestern United States[25](index=25&type=chunk) Top Five Markets by Revenue (FY 2021) | Market | Percentage of Total Revenues | | :--- | :--- | | St. Louis, MO | 7.2% | | Chattanooga, TN | 6.0% | | Lexington, KY | 4.5% | | Laredo, TX | 4.0% | | Fayetteville, NC | 3.4% | - The company's operating strategy is to transform traditional malls into dominant centers with diverse tenants, including non-retail uses like hotels, medical facilities, and offices. This involves redeveloping former anchor spaces and prudently allocating capital through land sales, ground leases, and joint ventures[31](index=31&type=chunk) - As of December 31, 2021, the company's management company had **400 full-time** and **60 part-time** employees. The workforce was **13% racially diverse** and **64% female**[47](index=47&type=chunk) [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant post-bankruptcy risks, including adverse business relationships, internal control weaknesses, and substantial financial risks from high indebtedness and refinancing challenges - The company recently emerged from bankruptcy, which may adversely affect relationships with tenants, suppliers, and employees. Its historical financial information is not indicative of future performance due to significant capital structure changes and the application of fresh-start accounting[61](index=61&type=chunk)[62](index=62&type=chunk) - A material weakness in internal control over financial reporting was identified due to not maintaining a sufficient complement of personnel for accounting and financial reporting requirements. This creates a reasonable possibility of a material misstatement in financial statements[90](index=90&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk) - The company faces substantial risk from its significant indebtedness of approximately **$3.17 billion** (pro-rata share) as of December 31, 2021. This leverage could impair its ability to obtain additional financing and requires a substantial portion of cash flow for debt service[136](index=136&type=chunk)[138](index=138&type=chunk) - The business is highly susceptible to risks from the retail industry, including tenant bankruptcies, store closings, and competition from online shopping, which could reduce revenues and property values[100](index=100&type=chunk)[106](index=106&type=chunk) - The company's properties are geographically concentrated in the southeastern and midwestern United States, making it vulnerable to economic conditions in these regions. The top five markets accounted for **25.1%** of total pro-rata revenues in 2021[171](index=171&type=chunk)[172](index=172&type=chunk) [Item 1B. Unresolved Staff Comments](index=34&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[192](index=192&type=chunk) [Item 2. Properties](index=34&type=section&id=Item%202.%20Properties) As of December 31, 2021, the company's portfolio comprised **60 properties** totaling **45.4 million square feet** with an **88% leased rate**, and **$3.86 billion** in mortgage loans outstanding Portfolio Summary (Malls, Lifestyle & Outlet Centers) as of Dec 31, 2021 | Property Type | Number of Properties | Total Center Square Footage | Total In-Line GLA | In-Line Sales per Square Foot | Percentage In-Line GLA Leased | | :--- | :--- | :--- | :--- | :--- | :--- | | Malls | 50 | 39,850,438 | 12,728,398 | $444 | 87% | | Lifestyle Centers | 5 | 4,236,637 | 1,674,902 | $466 | 87% | | Outlet Centers | 5 | 1,266,264 | 1,172,718 | $526 | 94% | | **Total** | **60** | **45,353,339** | **15,576,018** | **$454** | **88%** | Mall, Lifestyle Center & Outlet Center Lease Expirations (as of Dec 31, 2021) | Year Ending Dec 31, | Number of Leases Expiring | Annualized Gross Rent (in millions) | GLA of Expiring Leases | Expiring Leases as % of Total Annualized Gross Rent | | :--- | :--- | :--- | :--- | :--- | | 2022 | 659 | $57.6 | 1,724,479 | 13.7% | | 2023 | 786 | $102.1 | 2,797,417 | 24.3% | | 2024 | 597 | $68.9 | 1,969,147 | 16.4% | | 2025 | 348 | $52.6 | 1,217,737 | 12.5% | | Thereafter | 885 | $140.0 | 3,562,212 | 33.2% | - As of December 31, 2021, the properties had a total of **442 Anchors** and Junior Anchors, including **52 vacant locations**. Key anchors by number of stores include JC Penney (**42**), Dillard's (**36**), and Macy's (**23**)[223](index=223&type=chunk) - Total consolidated and unconsolidated debt outstanding as of December 31, 2021, was approximately **$3.86 billion**, with a pro-rata share of **$3.17 billion**[230](index=230&type=chunk)[232](index=232&type=chunk) [Item 3. Legal Proceedings](index=50&type=section&id=Item%203.%20Legal%20Proceedings) The company faces a pending securities class action lawsuit alleging false statements, while several shareholder derivative lawsuits were dismissed post-bankruptcy due to claim releases - The company and certain officers/directors are defendants in a consolidated securities class action lawsuit alleging false and misleading statements. A motion to dismiss is pending[123](index=123&type=chunk)[124](index=124&type=chunk)[556](index=556&type=chunk) - Nine shareholder derivative lawsuits that had been filed against directors and officers have all been voluntarily dismissed after the company's emergence from bankruptcy, as the claims were released by the approved bankruptcy plan[558](index=558&type=chunk) [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[234](index=234&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=51&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Upon bankruptcy emergence on November 1, 2021, all prior equity was cancelled, new common stock began trading on NYSE, and dividend payments remained suspended - On the Effective Date of the bankruptcy emergence (November 1, 2021), all old common and preferred stock was cancelled. New common stock was issued to various stakeholders, including previous shareholders, noteholders, and other claimants[237](index=237&type=chunk) - The newly issued common stock commenced trading on the NYSE under the symbol 'CBL' on November 2, 2021[237](index=237&type=chunk) - Dividend payments on all equity securities were suspended in 2019, and any future dividend policy will be determined by the board of directors based on earnings, liquidity, and REIT requirements[237](index=237&type=chunk) [Item 6. [Reserved]](index=51&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This item is reserved[238](index=238&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's 2021 financial results are split into Predecessor and Successor periods due to bankruptcy, showing a combined net loss of **$639.1 million** from reorganization expenses, with improved operational metrics, but liquidity remains a critical concern due to **$1.2 billion** in maturing debt - Due to the adoption of fresh start accounting upon bankruptcy emergence, the financial results are presented for two periods in 2021: a ten-month 'Predecessor' period (Jan 1 - Oct 31) and a two-month 'Successor' period (Nov 1 - Dec 31). The combined results are non-GAAP but provide a more meaningful comparison to prior years[240](index=240&type=chunk) Combined Financial Results Comparison (in millions) | Metric | Year Ended Dec 31, 2021 (Combined) | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Total Revenues | $576.9 | $575.9 | | Reorganization Items Expense, net | $436.6 | $36.0 | | Net Loss | ($639.1) | ($335.5) | - Same-center Net Operating Income (NOI) increased by **6.3%** for the year ended December 31, 2021, compared to the prior year, driven by a **$39.0 million** increase in revenues partially offset by a **$13.2 million** increase in operating expenses[269](index=269&type=chunk) Portfolio Occupancy Rates | Portfolio | As of Dec 31, 2021 | As of Dec 31, 2020 | | :--- | :--- | :--- | | Total Portfolio | 89.3% | 87.5% | | Malls, Lifestyle & Outlet Centers | 87.6% | 85.8% | | Open-Air Centers | 94.8% | 93.4% | - As of December 31, 2021, the company had **$319.5 million** in unrestricted cash and U.S. Treasury securities. Its total pro rata share of debt was **$3.17 billion**[278](index=278&type=chunk) Funds from Operations (FFO) Reconciliation Summary (in millions) | Metric | Year Ended Dec 31, 2021 (Combined) | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Net loss attributable to common shareholders | ($622.2) | ($332.5) | | FFO allocable to Operating Partnership common unitholders | ($237.7) | $108.2 | | FFO, as adjusted | $349.8 | $140.8 | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations, where a **0.5%** change in rates on variable-rate debt would impact annual cash flows by **$5.1 million** and total debt fair value by **$4.4 million to $4.5 million** - The company is exposed to interest rate risk. A **0.5%** increase or decrease in interest rates on its variable-rate debt would change annual cash flows by approximately **$5.1 million**[342](index=342&type=chunk) - A **0.5%** change in interest rates would impact the fair value of the company's total debt portfolio by approximately **$4.4 million to $4.5 million**[343](index=343&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=76&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to Item 15 for the company's financial statements and schedules - This item references the Index to Financial Statements and Schedules contained in Item 15[344](index=344&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=76&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[344](index=344&type=chunk) [Item 9A. Controls and Procedures](index=76&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to a material weakness in internal control over financial reporting, stemming from insufficient accounting personnel, with a remediation plan underway - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the period covered by this report[347](index=347&type=chunk) - A material weakness was identified in internal control over financial reporting because the company did not maintain a sufficient complement of personnel commensurate with its accounting and financial reporting requirements, partly due to turnover[349](index=349&type=chunk)[350](index=350&type=chunk) - The company's remediation plan includes hiring additional personnel and utilizing external parties to assist with reporting requirements. The plan is in the process of being implemented[353](index=353&type=chunk) [Item 9B. Other Information](index=80&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[361](index=361&type=chunk) Part III [Items 10-14](index=81&type=section&id=Items%2010-14) Information for Items 10 through 14, covering governance, executive compensation, and security ownership, is incorporated by reference from the company's 2022 proxy statement - Item 10 (Directors, Executive Officers and Corporate Governance) is incorporated by reference from the 2022 proxy statement[364](index=364&type=chunk) - Item 11 (Executive Compensation) is incorporated by reference from the 2022 proxy statement[366](index=366&type=chunk) - Item 12 (Security Ownership) and Item 13 (Certain Relationships and Related Transactions) are incorporated by reference from the 2022 proxy statement[367](index=367&type=chunk)[368](index=368&type=chunk) - Item 14 (Principal Accounting Fees and Services) is incorporated by reference from the 2022 proxy statement[369](index=369&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=82&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section contains the company's consolidated financial statements, auditor's report, and detailed financial schedules, including a critical audit matter on Fresh Start Accounting's fair value estimations - This section includes the consolidated financial statements and the report from the independent registered public accounting firm, Deloitte & Touche LLP[372](index=372&type=chunk)[375](index=375&type=chunk) - The auditor's report highlights the adoption of fresh-start accounting upon emergence from bankruptcy as a key aspect of the financial statements, noting that carrying values are not comparable with prior periods[377](index=377&type=chunk) - A critical audit matter identified was the application of Fresh Start Accounting, specifically the significant estimation uncertainty in determining the fair value of real estate assets using assumptions like terminal capitalization rates and discount rates[379](index=379&type=chunk)[381](index=381&type=chunk) - The section includes Schedule III (Real Estate and Accumulated Depreciation) and Schedule IV (Mortgage Loans on Real Estate), providing detailed supporting data for the financial statements[372](index=372&type=chunk) - An index of all exhibits filed with the Form 10-K is provided, including governance documents, debt agreements, and executive compensation plans[623](index=623&type=chunk) [Item 16. Form 10-K Summary](index=82&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no information for this item - None[372](index=372&type=chunk)

Table of Contents UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ...

Table of Contents UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ASSO ...

Financial Performance - Total revenues for the three months ended March 31, 2021, were $133.2 million, a decrease of 20.5% compared to $167.6 million for the same period in 2020[21]. - Net loss for the three months ended March 31, 2021, was $28.3 million, compared to a net loss of $139.3 million for the same period in 2020, representing an improvement of 79.7%[21]. - Rental revenues decreased to $128.2 million for the three months ended March 31, 2021, down 20.5% from $161.2 million in the same period of 2020[21]. - Total expenses for the three months ended March 31, 2021, were $166.2 million, a reduction of 36.7% compared to $262.9 million for the same period in 2020[21]. - The company reported a comprehensive loss of $28.3 million for the three months ended March 31, 2021, compared to a comprehensive loss of $139.3 million for the same period in 2020[24]. - Basic and diluted net loss attributable to common shareholders was $0.14 per share for the three months ended March 31, 2021, compared to a loss of $0.75 per share for the same period in 2020[21]. - The net loss for the three months ended March 31, 2021, was $28,280 compared to a net loss of $139,294 for the same period in 2020[32]. - The company reported a net loss of $28,280,000 for the three months ended March 31, 2021, compared to a net loss of $139,294,000 for the same period in 2020, indicating a significant reduction in losses[49]. - The net loss attributable to common shareholders for the three months ended March 31, 2021, was $26.8 million, compared to a net loss of $133.9 million in the prior year[148]. Cash and Liquidity - Cash and cash equivalents increased to $84.7 million as of March 31, 2021, compared to $61.8 million as of December 31, 2020[19]. - Cash and cash equivalents at the end of the period on March 31, 2021, were $168,167, compared to $185,126 at the end of the previous year[32]. - Cash and cash equivalents increased to $84.646 million as of March 31, 2021, up from $61.772 million as of December 31, 2020[35]. - Cash paid for interest, net of amounts capitalized, was $14,055 for the three months ended March 31, 2021[32]. - Cash used in investing activities decreased significantly from $172.6 million in Q1 2020 to $2.6 million in Q1 2021[179]. - The company had $84.7 million in unrestricted cash and $232.8 million in U.S. Treasury securities[175]. Debt and Liabilities - Mortgage and other indebtedness, net, decreased to $1.0 billion as of March 31, 2021, from $1.2 billion as of December 31, 2020[19]. - Total liabilities subject to compromise were $2,551,354 as of March 31, 2021[112]. - The company has a senior secured credit facility of $1,185,000, which includes a revolving line of credit and a term loan[111]. - The total mortgage and other indebtedness amounted to $3,529,839, with a weighted-average interest rate of 7.25%[111]. - The company entered into a restructuring support agreement with secured credit facility lenders and senior unsecured noteholders in March 2021[111]. - The company has not made any interest payments on its senior unsecured notes or secured credit facility since the Chapter 11 Cases commenced on November 1, 2020[67]. - The company believes there is substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued[62]. Impairment and Asset Valuation - The company incurred a loss on impairment of $57,182 during the three months ended March 31, 2021[32]. - The company recorded impairment charges of $57,182 for the three months ended March 31, 2021, related to three malls[74]. - The company recognized a $57.182 million loss on impairment of real estate for the three months ended March 31, 2021, compared to a $133.644 million loss in the same period of 2020[166]. - The fair value of the Eastland Mall was determined to be $10,700, resulting in an impairment loss of $13,243 due to a decline in cash flows[88]. - The fair value of the Old Hickory Mall was assessed at $12,400, leading to an impairment loss of $20,149[88]. - The fair value of the Stroud Mall was estimated at $15,400, with an impairment loss of $23,790 recognized[88]. Operational Highlights - The company has been impacted by the COVID-19 pandemic, which has adversely affected its revenues, results of operations, and cash flows throughout 2021, with ongoing uncertainty regarding future impacts[56]. - The company is focusing on transforming properties into suburban town centers and diversifying tenant mix to stabilize portfolio and revenues[148]. - Same-center sales in the mall portfolio for the first two months of 2021 were down only 3% compared to the same period in 2020, while sales increased over 12% compared to Q1 2019[146]. - The total portfolio occupancy rate as of March 31, 2021, was 85.4%, down from 89.5% as of March 31, 2020[170]. - New leases signed in the operating portfolio decreased from 278,366 square feet in 2020 to 144,197 square feet in 2021, a decline of 48.1%[172]. Restructuring and Bankruptcy - The Company entered into a Restructuring Support Agreement with Consenting Noteholders representing over 69% of the aggregate principal amount of the Notes, aiming to eliminate more than $1,681,900 in debt and preferred obligations[59]. - The Proposed Plan includes a significant reduction in interest expense and offers Consenting Noteholders $95,000 in cash, $555,000 in new senior secured notes, and 89% in common equity of the newly reorganized Company[59]. - The company is currently operating as debtors-in-possession under Chapter 11, allowing it to continue business operations while restructuring[149]. - The ongoing litigation with the Bank Lenders is stayed and will be dismissed upon the Bankruptcy Court's confirmation of the Proposed Plan[59]. - The company anticipates restructuring its unsecured debt maturities through the Chapter 11 bankruptcy process[176]. Shareholder Information - The Company’s common stock was suspended from trading on the NYSE and began trading on the OTC Markets under new symbols due to low trading price levels[63]. - The total market capitalization as of March 31, 2021, was based on a common stock price of $0.13 and preferred stock prices of $250.00 for Series D and E[191]. - The company has 10,400,000 shares available for issuance under the 2012 Stock Incentive Plan, which was approved by shareholders[134]. Internal Controls and Governance - The company experienced a material weakness in internal control over financial reporting due to insufficient personnel to meet accounting and financial reporting requirements[211]. - The Company believes that the condensed consolidated financial statements fairly present its financial position despite identified material weaknesses[212]. - The Company plans to remediate the material weakness by hiring additional personnel and may utilize outside advisors on a short-term basis[213].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSHIP) CBL & ...

Table of Contents UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _______________ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ...

[Explanatory Note](index=2&type=section&id=Explanatory%20Note) Combined Form 10-Q filings for CBL & Associates Properties, Inc. and its Operating Partnership reflect integrated business operations - CBL & Associates Properties, Inc. is a REIT that conducts nearly all its business through the CBL & Associates Limited Partnership, holding a **95.2% combined interest** as of June 30, 2020[9](index=9&type=chunk)[10](index=10&type=chunk) - The report combines the filings of the Company and the Operating Partnership to streamline disclosure and reflect how the business is managed, while providing separate financial statements to clarify differences[11](index=11&type=chunk)[12](index=12&type=chunk) - The filing was delayed due to the departure of a financial reporting staff member and developments related to the Company's indebtedness[8](index=8&type=chunk) - In January 2019, the Operating Partnership's wholly-owned subsidiaries (Combined Guarantor Subsidiaries) guaranteed its senior secured credit facility and senior unsecured notes, with condensed combined financial statements provided as an exhibit[15](index=15&type=chunk)[16](index=16&type=chunk) [PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=ITEM%201%3A%20Financial%20Statements) Financial statements show significant net losses, declining revenues, and impairment charges, with notes detailing debt defaults and going concern issues for both entities [CBL & Associates Properties, Inc. Financial Statements](index=5&type=section&id=CBL%20%26%20Associates%20Properties%2C%20Inc.%20Financial%20Statements) CBL & Associates Properties, Inc. reported a **$212.1 million net loss** for H1 2020, with declining revenues, decreased equity, and reduced operating cash flows CBL & Associates Properties, Inc. - Condensed Consolidated Balance Sheet Data (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$4,655,159** | **$4,622,346** | | Net investment in real estate assets | $3,835,734 | $4,061,996 | | Cash and cash equivalents | $123,388 | $32,816 | | **Total Liabilities** | **$4,001,181** | **$3,758,321** | | Mortgage and other indebtedness, net | $3,774,034 | $3,527,015 | | **Total Equity** | **$653,453** | **$861,865** | CBL & Associates Properties, Inc. - Condensed Consolidated Statement of Operations Data (in thousands) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$124,211** | **$193,377** | **$291,785** | **$391,407** | | Rental revenues | $120,222 | $185,393 | $281,395 | $376,373 | | **Net Loss** | **($72,793)** | **($29,688)** | **($212,087)** | **($76,497)** | | **Net Loss Attributable to Common Shareholders** | **($81,452)** | **($35,400)** | **($215,348)** | **($85,599)** | | **Net Loss Per Share (Basic & Diluted)** | **($0.42)** | **($0.20)** | **($1.16)** | **($0.49)** | CBL & Associates Properties, Inc. - Condensed Consolidated Cash Flow Data (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $38,370 | $126,032 | | Net cash provided by (used in) investing activities | ($191,379) | $27,104 | | Net cash provided by (used in) financing activities | $244,079 | ($165,132) | | **Net Change in Cash** | **$91,070** | **($11,996)** | [CBL & Associates Limited Partnership Financial Statements](index=11&type=section&id=CBL%20%26%20Associates%20Limited%20Partnership%20Financial%20Statements) The Operating Partnership's financial results mirrored the parent company, reporting a **$212.1 million net loss** for H1 2020, with declining revenues and decreased partners' capital CBL & Associates Limited Partnership - Condensed Consolidated Balance Sheet Data (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$4,655,512** | **$4,622,706** | | Net investment in real estate assets | $3,835,734 | $4,061,996 | | **Total Liabilities** | **$4,001,252** | **$3,758,392** | | Mortgage and other indebtedness, net | $3,774,034 | $3,527,015 | | **Total Capital** | **$653,735** | **$862,154** | CBL & Associates Limited Partnership - Condensed Consolidated Statement of Operations Data (in thousands) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$124,211** | **$193,377** | **$291,785** | **$391,407** | | **Net Loss** | **($72,793)** | **($29,688)** | **($212,087)** | **($76,497)** | | **Net Loss Attributable to Common Unitholders** | **($83,529)** | **($40,854)** | **($233,839)** | **($98,811)** | | **Net Loss Per Unit (Basic & Diluted)** | **($0.41)** | **($0.20)** | **($1.16)** | **($0.49)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail substantial doubt about going concern, significant impairment charges, debt defaults, and ongoing litigation, all exacerbated by COVID-19 impacts - Management has concluded there is **substantial doubt** about the Company's ability to continue as a going concern within one year, citing the impact of the COVID-19 pandemic, ongoing credit market weakness, and defaults on restrictive debt covenants[70](index=70&type=chunk) - The company received a notice from the NYSE on February 5, 2020, for non-compliance with the minimum **$1.00 average closing share price** requirement, with a deadline of October 14, 2020, to regain compliance[67](index=67&type=chunk) - Due to the COVID-19 pandemic's impact on tenants, the company recorded **$40.7 million** in provisions for uncollectible revenues for the six months ended June 30, 2020, and elected to use FASB relief for accounting for rent deferrals and abatements[76](index=76&type=chunk)[73](index=73&type=chunk)[302](index=302&type=chunk) Impairment Charges Recognized (Six Months Ended June 30, 2020) | Property | Location | Loss on Impairment (in thousands) | Fair Value (in thousands) | | :--- | :--- | :--- | :--- | | Burnsville Center | Burnsville, MN | $26,562 | $47,300 | | Monroeville Mall | Pittsburgh, PA | $107,082 | $67,000 | | Asheville Mall | Asheville, NC | $13,274 | $52,600 | | **Total** | | **$146,918** | **$166,900** | - The company elected not to make interest payments on its 2023 and 2026 senior notes in June 2020, leading to an "**event of default**," though payments were ultimately made on August 5, 2020, following forbearance agreements[127](index=127&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) - The company received multiple notices of default from the administrative agent of its secured credit facility for failure to comply with restrictive covenants, including the liquidity covenant, leading to the assertion of a higher base interest rate and a post-default rate[137](index=137&type=chunk)[140](index=140&type=chunk) - As of June 30, 2020, six non-recourse loans secured by malls with a total balance of **$328.8 million** were in default[142](index=142&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=ITEM%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses severe COVID-19 impacts, leading to property closures, increased uncollectible rent, a **$212.1 million net loss**, and debt restructuring efforts - The COVID-19 pandemic forced the temporary closure of nearly the entire property portfolio, leading to a major increase in uncollectible revenue estimates and numerous requests for rent deferrals and abatements[201](index=201&type=chunk) - The company has engaged advisors to explore alternatives for reducing leverage and extending debt maturities, which may result in a comprehensive reorganization[204](index=204&type=chunk) - As of early August 2020, the overall rent collection rate for April through July was **over 54%**, with the company estimating it will defer **$17.0 million** in rent for Q2 2020 based on executed or active negotiations[201](index=201&type=chunk)[240](index=240&type=chunk) Comparison of Results (in thousands) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | **Total Revenues** | $291,785 | $391,407 | | **Net Loss** | ($212,087) | ($76,497) | | **Same-Center NOI** | $212,348 | $266,615 | | **FFO, as adjusted** | $56,509 | $129,062 | - Portfolio occupancy declined to **88.1%** as of June 30, 2020, from 90.2% a year prior, with same-center mall occupancy falling to **86.6%** from 88.3%[247](index=247&type=chunk) - The company implemented significant cost-saving measures, including salary reductions, furloughs, and a reduction of **$60.0 million to $80.0 million** in planned 2020 capital expenditures[255](index=255&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=ITEM%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its variable-rate debt, impacting annual cash flows by approximately **$6.6 million** for a 0.5% change - A 0.5% increase or decrease in interest rates on variable-rate debt would decrease or increase annual cash flows by approximately **$6.6 million**[328](index=328&type=chunk) - A 0.5% increase in interest rates would decrease the fair value of the company's total debt by approximately **$28.4 million**, while a 0.5% decrease would increase its fair value by **$36.1 million**[329](index=329&type=chunk) [Controls and Procedures](index=70&type=section&id=ITEM%204%3A%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of June 30, 2020, due to a material weakness from insufficient financial reporting personnel - Management concluded that the company's disclosure controls and procedures were **not effective** as of June 30, 2020[331](index=331&type=chunk) - A material weakness was identified in internal control over financial reporting due to **not maintaining a sufficient complement of personnel** for accounting and financial reporting requirements after recent turnover[332](index=332&type=chunk)[333](index=333&type=chunk) - The remediation plan involves hiring additional personnel and potentially engaging outside advisors to strengthen financial reporting capabilities[338](index=338&type=chunk) [PART II – OTHER INFORMATION](index=72&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=72&type=section&id=ITEM%201%3A%20Legal%20Proceedings) The company is involved in significant legal matters, including a **$90.0 million** class-action settlement and ongoing securities and shareholder derivative lawsuits - The company is managing the payout of a **$90.0 million** settlement for the Wave Lengths class action lawsuit, which involves cash payments and rent credits to tenants, with the SEC and DOJ investigating related matters[341](index=341&type=chunk) - The company and its officers/directors are defendants in a consolidated securities class-action lawsuit and nine shareholder derivative lawsuits alleging false statements and breach of fiduciary duties, with an uncertain outcome[342](index=342&type=chunk)[344](index=344&type=chunk) [Risk Factors](index=73&type=section&id=ITEM%201A.%20Risk%20Factors) Key risks include severe COVID-19 impacts, substantial doubt about going concern, material internal control weakness, and potential NYSE delisting - The COVID-19 pandemic presents a material uncertainty and risk to the company's financial condition, results of operations, and cash flows, with impacts including tenant closures, rent collection issues, and difficulty accessing capital[345](index=345&type=chunk)[347](index=347&type=chunk) - There is **substantial doubt** about the company's ability to continue as a going concern, stemming from debt defaults, the impact of COVID-19, and ongoing weakness in credit markets[349](index=349&type=chunk) - The identified material weakness in internal control over financial reporting could result in material misstatements of financial statements and cause a **loss of investor confidence**[350](index=350&type=chunk) - The company's common stock is at risk of being delisted from the NYSE for failing to maintain the minimum average share price of **$1.00**, which could reduce liquidity and market price[352](index=352&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=77&type=section&id=ITEM%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company inadvertently issued **6,134 unregistered shares** through its DRIP between March and May 2020 due to Form S-3 ineligibility - The company inadvertently issued **6,134 unregistered shares** of common stock through its DRIP between March and May 2020, after losing Form S-3 eligibility due to preferred stock dividend arrearages[354](index=354&type=chunk) [Defaults Upon Senior Securities](index=77&type=section&id=ITEM%203%3A%20Defaults%20Upon%20Senior%20Securities) The company defaulted on senior unsecured notes and its secured credit facility, with significant dividend and distribution arrearages on preferred stock and special common units - The company defaulted on interest payments for its senior unsecured notes in June 2020 and has received notices of default for breaching covenants on its senior secured credit facility[355](index=355&type=chunk) Cumulative Unpaid Dividends and Distributions as of June 30, 2020 (in millions) | Security | Cumulative Amount Unpaid | | :--- | :--- | | Preferred Stock (Series D & E) | $33.7 | | Special Common Units (Series K, S, L) | $6.8 | [Exhibits](index=78&type=section&id=ITEM%206%3A%20Exhibits) This section lists exhibits filed with the Form 10-Q, including forbearance agreements, amendments, and executive certifications - Exhibits filed with the report include multiple forbearance agreements and their amendments related to the company's debt, as well as required executive certifications[362](index=362&type=chunk)

Table of Contents UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _ TO _ COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.) COMMISSION FILE NO. 333-182515-01 (CBL & ASSOCIATES LIMITED PARTNERSH ...