FORM ~~10-Q~~ 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2019~~MARCH 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐~~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 ~~1-12494~~ (CBL & ASSOCIATES PROPERTIES, INC.)

COMMISSION FILE NO. 333-182515-01 ~~333-182515-01~~ (CBL & ASSOCIATES LIMITED PARTNERSHIP)

~~______________~~

CBL & ASSOCIATES PROPERTIES, ~~INC~~

INC.

CBL & ~~Associates Limited Partnership~~

ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of registrant as specified in its charter)

~~______________~~



Delaware	~~(CBL~~ (CBL & ASSOCIATES PROPERTIES, INC.)		62-1545718
Delaware	~~(CBL~~ (CBL & ASSOCIATES LIMITED PARTNERSHIP)		62-1542285
(State or other jurisdiction of incorporation or organization)		~~(I.R.S.~~ (I.R.S. Employer Identification Number)

2030 Hamilton Place Blvd., Suite 500,, ~~Chattanooga~~, TN~~37421-6000~~

Chattanooga, TN 37421-6000

(Address of principal executive office, including zip code)

423-855-0001

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



CBL & Associates Properties, Inc.	Yes	☒	No	☐
CBL & Associates Limited Partnership	Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).



CBL & Associates Properties, Inc.	Yes	☒	No	☐
CBL & Associates Limited Partnership	Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



CBL & Associates Properties, Inc.
Large accelerated filer	☒ ☐	Accelerated filer	☐ ☒
Non-accelerated filer	☐	Smaller reporting company	☐ ☒
Emerging growth company	☐

CBL & Associates Limited Partnership
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



CBL & Associates Properties, Inc.	Yes	☐	No	☒
CBL & Associates Limited Partnership	Yes	☐	No	☒

Securities registered under Section 12(b) of the Act:

CBL & Associates Properties, Inc.



Title of each Class	~~Trading~~ ~~Symbol(s)~~	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	~~CBL~~	CBL	New York Stock Exchange
7.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value	~~CBLprD~~	CBLprD	New York Stock Exchange
6.625% Series E Cumulative Redeemable Preferred Stock, $0.01 par value	~~CBLprE~~	CBLprE	New York Stock Exchange

CBL & Associates Limited Partnership: None

As of ~~August 6, 2019,~~May 29, 2020, there were ~~173,472,151~~191,970,853 shares of CBL & Associates Properties, Inc.'s common stock, par value $0.01 per share, outstanding.

EXPLANATORY NOTE

(Dollars in thousands, except share data)

This report combines the quarterly reports on Form 10-Q for the quarter ended ~~June 30, 2019~~March 31, 2020 of CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries. The terms "we," "us" and "our" refer to the Company or the Company and the Operating Partnership collectively, as the context requires.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 30, the Company relied on Release No. 34-88465 issued by the SEC on March 25, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934, as amended, to delay the filing of the Company’s Quarterly Report on Form 10-Q due to circumstances related to the current novel coronavirus (“COVID-19”) pandemic. The need to address the immediate and evolving impacts of COVID-19 on the Company’s business and operations, including impacts on the operations at each of its properties, increased the demands on its employees at a time when normal working conditions were altered, with health and safety precautions in mind, to accommodate a “work from home” model.

The Company is a real estate investment trust ("REIT") whose stock is traded on the New York Stock Exchange. The Company is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At ~~June 30, 2019,~~March 31, 2020, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an ~~85.6%~~94.2% limited partner interest for a combined interest held by the Company of ~~86.6%~~95.2%.

As the sole general partner of the Operating Partnership, the Company's subsidiary, CBL Holdings I, Inc., has exclusive control of the Operating Partnership's activities. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of the same individuals that manage the Operating Partnership. The Company's only material asset is its indirect ownership of partnership interests of the Operating Partnership. As a result, the Company conducts substantially all its business through the Operating Partnership as described in the preceding paragraph. The Company also issues public equity from time to time and guarantees certain debt of the Operating Partnership. The Operating Partnership holds all of the assets and indebtedness of the Company and, through affiliates, retains the ownership interests in the Company's joint ventures. Except for the net proceeds of offerings of equity by the Company, which are contributed to the Operating Partnership in exchange for partnership units on a one-for-one basis, the Operating Partnership generates all remaining capital required by the Company's business through its operations and its incurrence of indebtedness.

We believe that combining the two quarterly reports on Form 10-Q for the Company and the Operating Partnership provides the following benefits:

•

enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;

~~enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business;~~

•

eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

~~eliminates duplicative disclosure and provides a more streamlined and readable presentation, since a substantial portion of the disclosure applies to both the Company and the Operating Partnership;~~

•

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

~~creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.~~

To help investors understand the differences between the Company and the Operating Partnership, this report provides separate condensed consolidated financial statements for the Company and the Operating Partnership. Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the condensed consolidated financial statements of the Company and those of the Operating Partnership. A single set of notes to condensed consolidated financial statements is presented that includes separate discussions for the Company and the Operating Partnership, when applicable. A combined Management's Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents combined information and discrete information related to each entity, as applicable.

In order to highlight the differences between the Company and the Operating Partnership, this report includes the following sections that provide separate financial and other information for the Company and the Operating Partnership:

~~condensed consolidated financial statements;~~

•

condensed consolidated financial statements;

•

certain accompanying notes to condensed consolidated financial statements, including Note 7- Unconsolidated Affiliates and Noncontrolling Interests; Note 8- Mortgage and Other Indebtedness, Net; and Note 11- Earnings per Share and Earnings per Unit;

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•	controls and procedures in Item 4of Part I of this report;


•	information concerning unregistered sales of equity securities and use of proceeds in Item 2of Part II of this report; and

~~certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.~~

•

certifications of the Chief Executive Officer and Chief Financial Officer included as Exhibits 31.1 through 32.4.

Combined Guarantor Subsidiaries of the Operating Partnership

In January 2019, the Operating Partnership entered into a new $1,185,000 senior secured credit facility which replaced all of the Operating Partnership’s prior unsecured bank facilities. The secured credit facility is secured by 17 malls and 3 associated centers that are directly or indirectly owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional ~~five~~four malls, ~~one~~two associated ~~center~~centers and four mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” In addition to the secured credit facility, the Operating Partnership’s debt includes three separate series of senior unsecured notes (the “Notes”). Based on the terms of the Notes, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

This report also includes as an exhibit the condensed combined financial statements and notes to the condensed combined financial statements of the Combined Guarantor Subsidiaries. Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's condensed consolidated financial statements or within Management’s Discussion and Analysis which accompanies the condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide condensed combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These condensed combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

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PART I	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

CBL & Associates Properties, Inc.
	Condensed Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	1

	Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30, 2019~~ March 31, 2020 and ~~2018~~2019	2

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019	3
	Condensed Consolidated Statements of Equity for the Three ~~and Six~~ Months Ended ~~June 30, 2019~~ March 31, 2020 and ~~2018~~2019	3 4

	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2019~~ March 31, 2020 and ~~2018~~2019	5

CBL & Associates Limited Partnership
	Condensed Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	7 6

	Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30, 2019~~ March 31, 2020 and ~~2018~~2019	8 7

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019	8
	Condensed Consolidated Statements of Capital for the Three ~~and Six~~ Months Ended ~~June 30, 2019~~ March 31, 2020 and ~~2018~~2019	9

	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2019~~ March 31, 2020 and ~~2018~~2019	11 10

CBL & Associates Properties, Inc. and CBL & Associates Limited Partnership
	Notes to Unaudited Condensed Consolidated Financial Statements	13 11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40 34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60 54
Item 4.	Controls and Procedures	60 54

PART II	OTHER INFORMATION	61 55

Item 1.	Legal Proceedings	61 55
Item1A.	Risk Factors	62 56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62 59
Item 3.	Defaults Upon Senior Securities	62 60
Item 4.	Mine Safety Disclosures	62 60
Item 5.	Other Information	62 60
Item 6.	Exhibits	63 61

	SIGNATURES	64 62

PART I – FINANCIAL INFORMATION

ITEM 1: Financial Statements

CBL & Associates Properties, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

ASSETS ⁽¹⁾	March 31, 2020			December 31, 2019
Real estate assets:
Land	$	719,142		$	730,218
Buildings and improvements		5,360,133			5,631,831
		6,079,275			6,362,049
Accumulated depreciation		( 2,218,254	)		( 2,349,404	)
		3,861,021			4,012,645
Developments in progress		31,009			49,351
Net investment in real estate assets		3,892,030			4,061,996
Cash and cash equivalents		159,117			32,816
Available-for-sale securities - at fair value (amortized cost of $153,150 in 2020)		153,172			—
Receivables:
Tenant		72,157			75,252
Other		10,152			10,792
Mortgage and other notes receivable		2,928			4,662
Investments in unconsolidated affiliates		299,797			307,354
Intangible lease assets and other assets		131,962			129,474
	$	4,721,315		$	4,622,346
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	3,789,692		$	3,527,015
Accounts payable and accrued liabilities		205,470			231,306
Total liabilities ⁽¹⁾		3,995,162			3,758,321
Commitments and contingencies (Note 8 and Note 12)
Redeemable noncontrolling interests		1,062			2,160
Shareholders' equity:
Preferred Stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding		18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding		7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 191,965,622 and 174,115,111 issued and outstanding in 2020 and 2019, respectively		1,920			1,741
Additional paid-in capital		1,977,891			1,965,897
Accumulated other comprehensive income		22			—
Dividends in excess of cumulative earnings		( 1,284,024	)		( 1,161,351	)
Total shareholders' equity		695,834			806,312
Noncontrolling interests		29,257			55,553
Total equity		725,091			861,865
	$	4,721,315		$	4,622,346

~~(Unaudited)~~

ASSETS ⁽¹⁾
June 30,
2019 December 31,
2018
Real estate assets:
Land $ 756,946
$ 793,944
Buildings and improvements 6,153,444
6,414,886
6,910,390
7,208,830
Accumulated depreciation (2,477,552 ) (2,493,082 )
4,432,838
4,715,748
Held for sale 44,574
30,971
Developments in progress 47,666
38,807
Net investment in real estate assets 4,525,078
4,785,526
Cash and cash equivalents 20,483
25,138
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018 72,485
77,788
Other, net of allowance for doubtful accounts of $838 in 2018
8,450
7,511
Mortgage and other notes receivable 6,326
7,672
Investments in unconsolidated affiliates 270,860
283,553
Intangible lease assets and other assets 144,458
153,665
$ 5,048,140
$ 5,340,853

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Mortgage and other indebtedness, net $ 3,865,939
$ 4,043,180
Accounts payable and accrued liabilities 260,265
218,217
Liabilities related to assets held for sale 663
43,716
Total liabilities ⁽¹⁾
4,126,867
4,305,113
Commitments and contingencies (Note 8 and Note 12)

Redeemable noncontrolling interests 2,687
3,575
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred
Stock, 1,815,000 shares outstanding 18
18
6.625% Series E Cumulative Redeemable Preferred
Stock, 690,000 shares outstanding 7
7
Common stock, $.01 par value, 350,000,000 shares
authorized, 173,471,893 and 172,656,458 issued and
outstanding in 2019 and 2018, respectively 1,735
1,727
Additional paid-in capital 1,966,549
1,968,280
Dividends in excess of cumulative earnings (1,104,504 ) (1,005,895 )
Total shareholders' equity 863,805
964,137
Noncontrolling interests 54,781
68,028
Total equity 918,586
1,032,165
$ 5,048,140
$ 5,340,853

(1)
~~(1)~~	As of ~~June 30, 2019~~,March 31, 2020, includes ~~$601,069~~$367,622 of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and ~~$410,719~~$171,605 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. See Note 7.

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
REVENUES:
Rental revenues	$	161,173		$	190,980
Management, development and leasing fees		2,092			2,523
Other		4,309			4,527
Total revenues		167,574			198,030
OPERATING EXPENSES:
Property operating		( 25,709	)		( 28,980	)
Depreciation and amortization		( 55,902	)		( 69,792	)
Real estate taxes		( 18,448	)		( 19,919	)
Maintenance and repairs		( 11,208	)		( 12,776	)
General and administrative		( 17,836	)		( 22,007	)
Loss on impairment		( 133,644	)		( 24,825	)
Litigation settlement		—			( 88,150	)
Other		( 158	)		—
Total operating expenses		( 262,905	)		( 266,449	)
OTHER INCOME (EXPENSES):
Interest and other income		2,397			489
Interest expense		( 46,992	)		( 53,998	)
Gain on extinguishment of debt		—			71,722
Gain on sales of real estate assets		140			228
Income tax provision		( 526	)		( 139	)
Equity in earnings of unconsolidated affiliates		1,018			3,308
Total other income (expenses)		( 43,963	)		21,610
Net loss		( 139,294	)		( 46,809	)
Net loss attributable to noncontrolling interests in:
Operating Partnership		16,414			7,758
Other consolidated subsidiaries		207			75
Net loss attributable to the Company		( 122,673	)		( 38,976	)
Preferred dividends declared		—			( 11,223	)
Preferred dividends undeclared		( 11,223	)		—
Net loss attributable to common shareholders	$	( 133,896	)	$	( 50,199	)
Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders	$	( 0.75	)	$	( 0.29	)
Weighted-average common and potential dilutive common shares outstanding		179,133			173,252

CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
REVENUES:
Rental revenues $ 185,393
$ 207,568
$ 376,373
$ 420,297
Management, development and leasing fees 2,586
2,643
5,109
5,364
Other 5,398
4,387
9,925
9,137
Total revenues 193,377
214,598
391,407
434,798

OPERATING EXPENSES:

Property operating (26,532 ) (29,527 ) (55,512 ) (62,353 )
Depreciation and amortization (64,478 ) (73,566 ) (134,270 ) (145,316 )
Real estate taxes (19,148 ) (20,456 ) (39,067 ) (42,304 )
Maintenance and repairs (11,298 ) (12,059 ) (24,074 ) (25,238 )
General and administrative (14,427 ) (13,490 ) (36,434 ) (31,794 )
Loss on impairment (41,608 ) (51,983 ) (66,433 ) (70,044 )
Litigation settlement —
—
(88,150 ) —
Other (34 ) (245 ) (34 ) (339 )
Total operating expenses (177,525 ) (201,326 ) (443,974 ) (377,388 )

OTHER INCOME (EXPENSES):
Interest and other income 356
218
845
431
Interest expense (52,482 ) (54,203 ) (106,480 ) (107,970 )
Gain on extinguishment of debt —
—
71,722
—
Gain on investments —
387
—
387
Gain on sales of real estate assets 5,527
3,747
5,755
8,118
Income tax benefit (provision) (813 ) 2,235
(952 ) 2,880
Equity in earnings of unconsolidated affiliates 1,872
4,368
5,180
8,107
Total other income (expenses) (45,540 ) (43,248 ) (23,930 ) (88,047 )
Net loss (29,688 ) (29,976 )
(76,497 )
(30,637 )
Net loss attributable to noncontrolling interests in:

Operating Partnership 5,454
5,685
13,212
7,350
Other consolidated subsidiaries 57
494
132
393
Net loss attributable to the Company (24,177 ) (23,797 ) (63,153 ) (22,894 )
Preferred dividends (11,223 ) (11,223 ) (22,446 ) (22,446 )
Net loss attributable to common shareholders $ (35,400 ) $ (35,020 ) $ (85,599 ) $ (45,340 )

Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders $ (0.20 ) $ (0.20 ) $ (0.49 ) $ (0.26 )
Weighted-average common and potential dilutive common shares outstanding 173,473
172,662
173,363
172,304

The accompanying notes are an integral part of these condensed consolidated statements.

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CBL & Associates Properties, Inc.

Condensed Consolidated Statements of ~~Equity~~

Comprehensive Loss

(In thousands, except share data)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Net loss	$	( 139,294	)	$	( 46,809	)

Other comprehensive income:
Unrealized gain on available-for-sale securities		22			-

Comprehensive loss		( 139,272	)		( 46,809	)
Comprehensive loss attributable to noncontrolling interests in:
Operating Partnership		16,412			7,758
Other consolidated subsidiaries		207			75
Comprehensive loss attributable to the Company:	$	( 122,653	)	$	( 38,976	)

~~(Unaudited)~~

Equity
Shareholders' Equity

Redeemable
Noncontrolling
Interests

Preferred
Stock

Common
Stock

Additional
Paid-in
Capital

Dividends in
Excess of
Cumulative
Earnings

Total
Shareholders'
Equity

Noncontrolling
Interests

Total
Equity
Balance, January 1, 2018 $ 8,835
$ 25
$ 1,711
$ 1,974,537
$ (836,269 ) $ 1,140,004
$ 96,474
$ 1,236,478
Net income (loss) (94 ) —
—
—
903
903
(1,470 ) (567 )
Cumulative effect of accounting change —
—
—
—
70,380
70,380
—
70,380
Dividends declared - common stock ($0.200 per share) —
—
—
—
(34,531 ) (34,531 ) —
(34,531 )
Dividends declared - preferred stock —
—
—
—
(11,223 ) (11,223 ) —
(11,223 )
Issuances of 700,534 shares of common stock and restricted common stock —
—
7
734
—
741
—
741
Conversion of 915,338 Operating Partnership common units into shares of common stock —
—
9
3,050
—
3,059
(3,059 ) —
Cancellation of 47,867 shares of restricted common stock —
—
—
(233 ) —
(233 ) —
(233 )
Performance stock units —
—
—
419
—
419
—
419
Amortization of deferred compensation —
—
—
1,196
—
1,196
—
1,196
Adjustment for noncontrolling interests 1,399
—
—
(11,737 ) —
(11,737 ) 10,338
(1,399 )
Adjustment to record redeemable noncontrolling interests at redemption value (2,530 ) —
—
2,203
—
2,203
328
2,531
Distributions to noncontrolling interests (1,143 ) —
—
—
—
—
(7,804 ) (7,804 )
Balance, March 31, 2018 6,467
25
1,727
1,970,169
(810,740 ) 1,161,181
94,807
1,255,988
Net loss (324 ) —
—
—
(23,797 ) (23,797 ) (5,855 ) (29,652 )
Dividends declared - common stock ($0.200 per share) —
—
—
—
(34,532 ) (34,532 ) —
(34,532 )
Dividends declared - preferred stock —
—
—
—
(11,223 ) (11,223 ) —
(11,223 )
Issuances of 8,579 shares of common stock and restricted common stock —
—
—
37
—
37
—
37
Redemption of Operating Partnership common units —
—
—
—
—
—
(2,246 ) (2,246 )
Cancellation of 3,654 shares of restricted common stock —
—
—
(3 ) —
(3 ) —
(3 )
Performance stock units —
—
—
275
—
275
—
275
Amortization of deferred compensation —
—
—
814
—
814
—
814
Adjustment for noncontrolling interests 829
—
—
(2,300 ) —
(2,300 ) 1,469
(831 )
Adjustment to record redeemable noncontrolling interests at redemption value 2,865
—
—
(2,501 ) —
(2,501 ) (363 ) (2,864 )
Contributions from noncontrolling interests —
—
—
—
—
—
7,859
7,859
Distributions to noncontrolling interests (1,143 ) —
—
—
—
—
(7,169 ) (7,169 )
Balance, June 30, 2018 $ 8,694
$ 25
$ 1,727
$ 1,966,491
$ (880,292 ) $ 1,087,951
$ 88,502
$ 1,176,453

~~CBL & Associates Properties, Inc.~~

~~Condensed Consolidated Statements of Equity~~

~~(In thousands, except share data)~~

~~(Unaudited)~~

~~(Continued)~~

Equity
Shareholders' Equity

Redeemable
Noncontrolling
Interests

Preferred
Stock

Common
Stock

Additional
Paid-in
Capital

Dividends in
Excess of
Cumulative
Earnings

Total
Shareholders'
Equity

Noncontrolling
Interests

Total
Equity
Balance, January 1, 2019 $ 3,575
$ 25
$ 1,727
$ 1,968,280
$ (1,005,895 ) $ 964,137
$ 68,028
$ 1,032,165
Net loss (453 ) —
—
—
(38,976 ) (38,976 ) (7,380 ) (46,356 )
Dividends declared - common stock ($0.075 per share) —
—
—
—
(13,010 ) (13,010 ) —
(13,010 )
Dividends declared - preferred stock —
—
—
—
(11,223 ) (11,223 ) —
(11,223 )
Issuances of 863,174 shares of common stock
and restricted common stock —
—
9
708
—
717
—
717
Cancellation of 57,656 shares of restricted common stock —
—
(1 ) (133 ) —
(134 ) —
(134 )
Performance stock units —
—
—
313
—
313
—
313
Amortization of deferred compensation —
—
—
1,033
—
1,033
—
1,033
Adjustment for noncontrolling interests 1,038
—
—
(2,356 ) —
(2,356 ) 1,318
(1,038 )
Contributions from noncontrolling interests —
—
—
—
—
—
455
455
Distributions to noncontrolling interests (1,143 ) —
—
—
—
—
(4,450 ) (4,450 )
Balance, March 31, 2019 3,017
25
1,735
1,967,845
(1,069,104 ) 900,501
57,971
958,472
Net loss (317 ) —
—
—
(24,177 ) (24,177 ) (5,194 ) (29,371 )
Dividends declared - preferred stock —
—
—
—
(11,223 ) (11,223 ) —
(11,223 )
Issuances of 15,634 shares of common stock and restricted common stock —
—
—
21
—
21
—
21
Cancellation of 5,717 shares of restricted common stock —
—
—
(5 ) —
(5 ) —
(5 )
Performance stock units —
—
—
312
—
312
—
312
Amortization of deferred compensation —
—
—
587
—
587
—
587
Adjustment for noncontrolling interests 1,130
—
—
(2,211 ) —
(2,211 ) 1,081
(1,130 )
Contributions from noncontrolling interests —
—
—
—
—
—
4,148
4,148
Distributions to noncontrolling interests (1,143 ) —
—
—
—
—
(3,225 ) (3,225 )
Balance, June 30, 2019 $ 2,687
$ 25
$ 1,735
$ 1,966,549
$ (1,104,504 ) $ 863,805
$ 54,781
$ 918,586

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Equity

(In thousands, except share data)

(Unaudited)

				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, January 1, 2019	$	3,575		$	25	$	1,727		$	1,968,280		$	( 1,005,895	)	$	964,137		$	68,028		$	1,032,165
Net loss		( 453	)		—		—			—			( 38,976	)		( 38,976	)		( 7,380	)		( 46,356	)
Dividends declared - common stock ($0.075 per share)		—			—		—			—			( 13,010	)		( 13,010	)		—			( 13,010	)
Dividends declared - preferred stock		—			—		—			—			( 11,223	)		( 11,223	)		—			( 11,223	)
Issuance of 863,174 shares of common stock and restricted common stock		—			—		9			708			—			717			—			717
Cancellation of 57,656 shares of restricted common stock		—			—		( 1	)		( 133	)		—			( 134	)		—			( 134	)
Performance stock units		—			—		—			313			—			313			—			313
Amortization of deferred compensation		—			—		—			1,033			—			1,033			—			1,033
Adjustment for noncontrolling interests		1,038			—		—			( 2,356	)		—			( 2,356	)		1,318			( 1,038	)
Distributions to noncontrolling interests		( 1,143	)		—		—			—			—			—			( 4,450	)		( 4,450	)
Contributions from noncontrolling interests		—			—		—			—			—			—			455			455
Balance, March 31, 2019	$	3,017		$	25	$	1,735		$	1,967,845		$	( 1,069,104	)	$	900,501		$	57,971		$	958,472

				Equity
				Shareholders' Equity
	Redeemable Noncontrolling Interests			Preferred Stock		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income		Dividends in Excess of Cumulative Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, January 1, 2020	$	2,160		$	25	$	1,741		$	1,965,897		$	—	$	( 1,161,351	)	$	806,312		$	55,553		$	861,865
Net loss		( 1,158	)		—		—			—			—		( 122,673	)		( 122,673	)		( 15,463	)		( 138,136	)
Other comprehensive income		—			—		—			—			22		—			22			—			22
Conversion of 16,333,947 Operating Partnership common units into shares of common stock		—			—		163			20,888			—		—			21,051			( 21,051	)		—
Issuance of 1,633,345 shares of common stock and restricted common stock		—			—		17			520			—		—			537			—			537
Cancellation of 116,781 shares of restricted common stock		—			—		( 1	)		( 96	)		—		—			( 97	)		—			( 97	)
Amortization of deferred compensation		—			—		—			633			—		—			633			—			633
Performance stock units		—			—		—			390			—		—			390			—			390
Adjustment for noncontrolling interests		60			—		—			( 10,341	)		—					( 10,341	)		10,281			( 60	)
Distributions to noncontrolling interests		—			—		—			—			—		—			—			( 731	)		( 731	)
Contributions from noncontrolling interests		—			—		—			—			—		—			—			668			668
Balance, March 31, 2020	$	1,062		$	25	$	1,920		$	1,977,891		$	22	$	( 1,284,024	)	$	695,834		$	29,257		$	725,091

The accompanying notes are an integral part of these condensed consolidated statements.

CBL & Associates Properties, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	( 139,294	)	$	( 46,809	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		55,902			69,792
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts		1,990			2,304
Net amortization of intangible lease assets and liabilities		( 687	)		( 551	)
Gain on sales of real estate assets		( 140	)		( 228	)
Gain on insurance proceeds		( 511	)		( 690	)
Write-off of development projects		158			—
Share-based compensation expense		1,545			2,043
Loss on impairment		133,644			24,825
Gain on extinguishment of debt		—			( 71,722	)
Equity in earnings of unconsolidated affiliates		( 1,018	)		( 3,308	)
Distributions of earnings from unconsolidated affiliates		4,235			5,671
Change in estimate of uncollectable rental revenues		2,312			1,540
Change in deferred tax accounts		( 239	)		63
Changes in:
Tenant and other receivables		1,424			( 387	)
Other assets		( 3,746	)		( 3,826	)
Accounts payable and accrued liabilities		( 16,847	)		76,771
Net cash provided by operating activities		38,728			55,488
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		( 22,760	)		( 26,429	)
Proceeds from sales of real estate assets		520			35,260
Purchase of available-for-sale securities		( 153,193	)		—
Proceeds from insurance		600			548
Payments received on mortgage and other notes receivable		503			266
Additional investments in and advances to unconsolidated affiliates		( 2,679	)		( 566	)
Distributions in excess of equity in earnings of unconsolidated affiliates		4,668			4,979
Changes in other assets		( 290	)		( 321	)
Net cash provided by (used in) investing activities		( 172,631	)		13,737
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		365,000			941,217
Principal payments on mortgage and other indebtedness		( 103,582	)		( 978,006	)
Additions to deferred financing costs		( 1,300	)		( 15,107	)
Proceeds from issuances of common stock		3			17
Contributions from noncontrolling interests		668			455
Payment of tax withholdings for restricted stock awards		( 87	)		( 132	)
Distributions to noncontrolling interests		( 731	)		( 5,593	)
Dividends paid to holders of preferred stock		—			( 11,223	)
Dividends paid to common shareholders		—			( 12,949	)
Net cash provided by (used in) financing activities		259,971			( 81,321	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		126,068			( 12,096	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		59,058			57,512
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	185,126		$	45,416
Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Cash and cash equivalents	$	159,117		$	21,055
Restricted cash ⁽¹⁾:
Restricted cash		175			79
Mortgage escrows		25,834			24,282
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	185,126		$	45,416

SUPPLEMENTAL INFORMATION
Cash paid for interest, net of amounts capitalized	$	25,321			35,659

CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Six Months Ended
June 30,
2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (76,497 ) $ (30,637 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 134,270
145,316
Net amortization of deferred financing costs, debt premiums and discounts 4,306
3,593
Net amortization of intangible lease assets and liabilities (1,071 ) (1,436 )
Gain on sales of real estate assets (5,755 ) (8,118 )
Gain on insurance proceeds (421 ) —
Gain on investments —
(387 )
Write-off of development projects 34
339
Share-based compensation expense 2,938
3,398
Loss on impairment 66,433
70,044
Gain on extinguishment of debt (71,722 ) —
Equity in earnings of unconsolidated affiliates (5,180 ) (8,107 )
Distributions of earnings from unconsolidated affiliates 11,320
9,669
Change in estimate of uncollectable rental revenues 1,692
2,786
Change in deferred tax accounts 90
(1,993 )
Changes in:
Tenant and other receivables (473 ) 6,173
Other assets (2,036 ) (1,269 )
Accounts payable and accrued liabilities 68,104
(9,489 )
Net cash provided by operating activities 126,032
179,882

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate assets (51,148 ) (65,988 )
Acquisitions of real estate assets —
(2,051 )
Proceeds from sales of real estate assets 69,238
19,556
Proceeds from insurance 740
—
Payments received on mortgage and other notes receivable 1,346
516
Additional investments in and advances to unconsolidated affiliates (780 ) (1,529 )
Distributions in excess of equity in earnings of unconsolidated affiliates 8,565
31,537
Changes in other assets (857 ) (4,878 )
Net cash provided by (used in) investing activities 27,104
(22,837 )

CBL & Associates Properties, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)

Six Months Ended
June 30,
2019 2018
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness $ 1,019,369
$ 202,160
Principal payments on mortgage and other indebtedness (1,113,337 ) (263,486 )
Additions to deferred financing costs (15,546 ) (98 )
Proceeds from issuances of common stock 38
78
Purchases of noncontrolling interests in the Operating Partnership —
(2,246 )
Contributions from noncontrolling interests 4,603
7,859
Payment of tax withholdings for restricted stock awards (132 ) (232 )
Distributions to noncontrolling interests (11,722 ) (17,547 )
Dividends paid to holders of preferred stock (22,446 ) (22,446 )
Dividends paid to common shareholders (25,959 ) (68,748 )
Net cash used in financing activities (165,132 ) (164,706 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (11,996 ) (7,661 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 57,512
68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 45,516
$ 60,511

Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents $ 20,483
$ 23,428
Restricted cash ⁽¹⁾:

Restricted cash 84
5,829
Mortgage escrows 24,949
31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 45,516
$ 60,511

SUPPLEMENTAL INFORMATION:

Cash paid for interest, net of amounts capitalized $ 105,621
$ 100,185

(1)
~~(1)~~	Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CBL & Associates Limited Partnership

Condensed Consolidated Balance Sheets

(In thousands, except unit data)

(Unaudited)

ASSETS ⁽¹⁾	March 31, 2020			December 31, 2019
Real estate assets:
Land	$	719,142		$	730,218
Buildings and improvements		5,360,133			5,631,831
		6,079,275			6,362,049
Accumulated depreciation		( 2,218,254	)		( 2,349,404	)
		3,861,021			4,012,645
Developments in progress		31,009			49,351
Net investment in real estate assets		3,892,030			4,061,996
Cash and cash equivalents		159,110			32,813
Available-for-sale securities - at fair value (amortized cost of $153,150 in 2020)		153,172			—
Receivables:
Tenant		72,157			75,252
Other		10,104			10,744
Mortgage and other notes receivable		2,928			4,662
Investments in unconsolidated affiliates		300,327			307,885
Intangible lease assets and other assets		131,841			129,354
	$	4,721,669		$	4,622,706
LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL
Mortgage and other indebtedness, net	$	3,789,692		$	3,527,015
Accounts payable and accrued liabilities		205,541			231,377
Total liabilities ⁽¹⁾		3,995,233			3,758,392
Commitments and contingencies (Note 8 and Note 12)
Redeemable common units		1,062			2,160
Partners' capital:
Preferred units		565,212			565,212
Common units:
General partner		1,372			2,765
Limited partners		135,077			270,216
Accumulated other comprehensive income		22			—
Total partners' capital		701,683			838,193
Noncontrolling interests		23,691			23,961
Total capital		725,374			862,154
	$	4,721,669		$	4,622,706

~~(Unaudited)~~

ASSETS ⁽¹⁾
June 30,
2019 December 31,
2018
Real estate assets:
Land $ 756,946
$ 793,944
Buildings and improvements 6,153,444
6,414,886
6,910,390
7,208,830
Accumulated depreciation (2,477,552 ) (2,493,082 )
4,432,838
4,715,748
Held for sale 44,574
30,971
Developments in progress 47,666
38,807
Net investment in real estate assets 4,525,078
4,785,526
Cash and cash equivalents 20,482
25,138
Receivables:

Tenant, net of allowance for doubtful accounts of $2,337 in 2018 72,485
77,788
Other, net of allowance for doubtful accounts of $838 in 2018
8,401
7,462
Mortgage and other notes receivable 6,326
7,672
Investments in unconsolidated affiliates 271,393
284,086
Intangible lease assets and other assets 144,338
153,545
$ 5,048,503
$ 5,341,217

LIABILITIES, REDEEMABLE INTERESTS AND CAPITAL

Mortgage and other indebtedness, net $ 3,865,939
$ 4,043,180
Accounts payable and accrued liabilities 260,335
218,288
Liabilities related to assets held for sale 663
43,716
Total liabilities ⁽¹⁾
4,126,937
4,305,184
Commitments and contingencies (Note 8 and Note 12)

Redeemable common units 2,687
3,575
Partners' capital:

Preferred units 565,212
565,212
Common units:
General partner 3,448
4,628
Limited partners 336,997
450,507
Total partners' capital 905,657
1,020,347
Noncontrolling interests 13,222
12,111
Total capital 918,879
1,032,458
$ 5,048,503
$ 5,341,217

(1)

~~(1)~~

As of ~~June 30, 2019~~,March 31, 2020, includes ~~$601,069~~$367,622 of assets related to consolidated variable interest entities that can only be used to settle obligations of the consolidated variable interest entities and ~~$410,719~~$171,605 of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Operating Partnership. See Note 7 ...

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CBL & Associates Limited Partnership

Condensed Consolidated Statements of Operations

(In thousands, except per unit data)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
REVENUES:
Rental revenues	$	161,173		$	190,980
Management, development and leasing fees		2,092			2,523
Other		4,309			4,527
Total revenues		167,574			198,030
OPERATING EXPENSES:
Property operating		( 25,709	)		( 28,980	)
Depreciation and amortization		( 55,902	)		( 69,792	)
Real estate taxes		( 18,448	)		( 19,919	)
Maintenance and repairs		( 11,208	)		( 12,776	)
General and administrative		( 17,836	)		( 22,007	)
Loss on impairment		( 133,644	)		( 24,825	)
Litigation settlement		—			( 88,150	)
Other		( 158	)		—
Total operating expenses		( 262,905	)		( 266,449	)
OTHER INCOME (EXPENSES):
Interest and other income		2,397			489
Interest expense		( 46,992	)		( 53,998	)
Gain on extinguishment of debt		—			71,722
Gain on sales of real estate assets		140			228
Income tax provision		( 526	)		( 139	)
Equity in earnings of unconsolidated affiliates		1,018			3,308
Total other income (expenses)		( 43,963	)		21,610
Net loss		( 139,294	)		( 46,809	)
Net loss attributable to noncontrolling interests		207			75
Net loss attributable to the Operating Partnership		( 139,087	)		( 46,734	)
Distributions to preferred unitholders declared		—			( 11,223	)
Distributions to preferred unitholders undeclared		( 11,223	)		—
Net loss attributable to common unitholders	$	( 150,310	)	$	( 57,957	)
Basic and diluted per unit data attributable to common unitholders:
Net loss attributable to common unitholders	$	( 0.75	)	$	( 0.29	)
Weighted-average common and potential dilutive common units outstanding		201,258			200,010

The accompanying notes are an integral part of these condensed consolidated statements .

Table of Contents

CBL & Associates Limited Partnership

Condensed Consolidated Statements of Comprehensive Loss

(In thousands, except per unit data)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Net loss	$	( 139,294	)	$	( 46,809	)

Other comprehensive income:
Unrealized gain on available-for-sale securities		22			-

Comprehensive loss		( 139,272	)		( 46,809	)
Comprehensive loss attributable to noncontrolling interests		207			75
Comprehensive loss attributable to the Company:	$	( 139,065	)	$	( 46,734	)

CBL & Associates Limited Partnership
Condensed Consolidated Statements of Operations
(In thousands, except per unit data)
(Unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
REVENUES:
Rental revenues $ 185,393
$ 207,568
$ 376,373
$ 420,297
Management, development and leasing fees 2,586
2,643
5,109
5,364
Other 5,398
4,387
9,925
9,137
Total revenues 193,377
214,598
391,407
434,798

OPERATING EXPENSES:

Property operating (26,532 ) (29,527 ) (55,512 ) (62,353 )
Depreciation and amortization (64,478 ) (73,566 ) (134,270 ) (145,316 )
Real estate taxes (19,148 ) (20,456 ) (39,067 ) (42,304 )
Maintenance and repairs (11,298 ) (12,059 ) (24,074 ) (25,238 )
General and administrative (14,427 ) (13,490 ) (36,434 ) (31,794 )
Loss on impairment (41,608 ) (51,983 ) (66,433 ) (70,044 )
Litigation settlement —
—
(88,150 ) —
Other (34 ) (245 ) (34 ) (339 )
Total operating expenses (177,525 ) (201,326 ) (443,974 ) (377,388 )

OTHER INCOME (EXPENSES):
Interest and other income 356
218
845
431
Interest expense (52,482 ) (54,203 ) (106,480 ) (107,970 )
Gain on extinguishment of debt —
—
71,722
—
Gain on investments —
387
—
387
Gain on sales of real estate assets 5,527
3,747
5,755
8,118
Income tax benefit (provision) (813 ) 2,235
(952 ) 2,880
Equity in earnings of unconsolidated affiliates 1,872
4,368
5,180
8,107
Total other income (expenses) (45,540 ) (43,248 ) (23,930 ) (88,047 )
Net loss (29,688 ) (29,976 )
(76,497 )
(30,637 )
Net loss attributable to noncontrolling interests 57
494
132
393
Net loss attributable to the Operating Partnership (29,631 ) (29,482 ) (76,365 ) (30,244 )
Distributions to preferred unitholders (11,223 ) (11,223 ) (22,446 ) (22,446 )
Net loss attributable to common unitholders $ (40,854 ) $ (40,705 ) $ (98,811 ) $ (52,690 )

Basic and diluted per unit data attributable to common unitholders:
Net loss attributable to common unitholders $ (0.20 ) $ (0.20 ) $ (0.49 ) $ (0.26 )
Weighted-average common and potential dilutive common units outstanding 200,231
199,767
200,122
199,731

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

CBL & Associates Limited Partnership

Condensed Consolidated Statements of Capital

(In thousands)

(Unaudited)

				Number of								Common Units
	Redeemable Common Units			Preferred Units		Common Units			Preferred Units			General Partner			Limited Partners			Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2019	$	3,575			25,050		199,415		$	565,212		$	4,628		$	450,507		$	1,020,347		$	12,111		$	1,032,458
Net loss		( 453	)		—		—			11,223			( 590	)		( 56,914	)		( 46,281	)		( 75	)		( 46,356	)
Issuances of common units		—			—		863			—			—			717			717			—			717
Distributions declared - common units ($0.086 per unit)		( 1,143	)		—		—			—			( 151	)		( 15,897	)		( 16,048	)		—			( 16,048	)
Distributions declared - preferred units		—			—		—			( 11,223	)		—			—			( 11,223	)		—			( 11,223	)
Cancellation of restricted common units		—			—		( 58	)		—			—			( 133	)		( 133	)		—			( 133	)
Performance stock units		—			—		—			—			3			309			312			—			312
Amortization of deferred compensation		—			—		—			—			11			1,022			1,033			—			1,033
Allocation of partners' capital		1,038			—		—			—			( 34	)		( 1,004	)		( 1,038	)		—			( 1,038	)
Distributions to noncontrolling interests		—			—		—			—			—			—			—			( 1,412	)		( 1,412	)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			455			455
Balance, March 31, 2019	$	3,017			25,050		200,220		$	565,212		$	3,867		$	378,607		$	947,686		$	11,079		$	958,765

~~(Unaudited)~~

				Number of							Common Units
	Redeemable Common Units			Preferred Units		Common Units			Preferred Units		General Partner			Limited Partners			Accumulated Other Comprehensive Income		Total Partner's Capital			Noncontrolling Interests			Total Capital
Balance, January 1, 2020	$	2,160			25,050		200,189		$	565,212	$	2,765		$	270,216		$	—	$	838,193		$	23,961		$	862,154
Net loss		( 1,158	)		—		—			—		( 1,406	)		( 136,523	)		—		( 137,929	)		( 207	)		( 138,136	)
Other comprehensive income		—			—		—			—		—			—			22		22			—			22
Issuances of common units		—			—		1,633			—		—			536			—		536			—			536
Cancellation of restricted common units		—			—		( 116	)		—		—			( 97	)		—		( 97	)		—			( 97	)
Allocation of partners' capital		60			—		—			—		( 1	)		( 64	)		—		( 65	)		—			( 65	)
Amortization of deferred compensation		—			—		—			—		18			615			—		633			—			633
Adjustment to record redeemable interests at redemption value		—			—		—			—		( 8	)		8			—		—			—			—
Distributions to noncontrolling interests		—			—		—			—		—			—			—		—			( 731	)		( 731	)
Contributions from noncontrolling interests		—			—		—			—		—			—			—		—			668			668
Performance stock units		—			—		—			—		4			386			—		390			—			390
Balance, March 31, 2020	$	1,062			25,050		201,706		$	565,212	$	1,372		$	135,077		$	22	$	701,683		$	23,691		$	725,374

Number of Common Units

Redeemable
Common
Units

Preferred
Units

Common
Units

Preferred
Units

General
Partner

Limited
Partners

Total
Partners'
Capital

Noncontrolling
Interests

Total
Capital
Balance, January 1, 2018 $ 8,835
25,050
199,297
$ 565,212
$ 6,735
$ 655,120
$ 1,227,067
$ 9,701
$ 1,236,768
Net income (loss) (94 ) —
—
11,223
(122 ) (11,769 ) (668 ) 101
(567 )
Cumulative effect of accounting change —
—
—
—
722
69,658
70,380
—
70,380
Distributions declared - common units ($0.209 per unit) (1,143 ) —
—
—
(402 ) (40,215 ) (40,617 ) —
(40,617 )
Distributions declared - preferred units —
—
—
(11,223 ) —
—
(11,223 ) —
(11,223 )
Issuances of common units —
—
701
—
—
741
741
—
741
Cancellation of restricted common stock —
—
(48 ) —
—
(233 ) (233 ) —
(233 )
Performance stock units —
—
—
—
4
415
419
—
419
Amortization of deferred compensation —
—
—
—
12
1,184
1,196
—
1,196
Allocation of partners' capital 1,399
—
—
—
(48 ) (1,353 ) (1,401 ) —
(1,401 )
Adjustment to record redeemable interests at redemption value (2,530 ) —
—
—
26
2,505
2,531
—
2,531
Distributions to noncontrolling interests —
—
—
—
—
—
—
(1,718 ) (1,718 )
Balance, March 31, 2018 6,467
25,050
199,950
565,212
6,927
676,053
1,248,192
8,084
1,256,276
Net loss (324 ) —
—
11,223
(415 ) (39,966 ) (29,158 ) (494 ) (29,652 )
Distributions declared - common units ($0.209 per unit) (1,143 ) —
—
—
(403 ) (40,110 ) (40,513 ) —
(40,513 )
Distributions declared - preferred units —
—
—
(11,223 ) —
—
(11,223 ) —
(11,223 )
Issuances of common units —
—
8
—
—
37
37
—
37
Redemptions of common units —
—
(527 ) —
—
(2,246 ) (2,246 ) —
(2,246 )
Cancellation of restricted common stock —
—
(3 ) —
—
(3 ) (3 ) —
(3 )
Performance stock units —
—
—
—
3
272
275
—
275
Amortization of deferred compensation —
—
—
—
9
805
814
—
814
Allocation of partners' capital 829
—
—
—
(18 ) (805 ) (823 ) —
(823 )
Adjustment to record redeemable interests at redemption value 2,865
—
—
—
(29 ) (2,835 ) (2,864 ) —
(2,864 )
Contributions from noncontrolling interests —
—
—
—
—
—
—
7,859
7,859
Distributions to noncontrolling interests —
—
—
—
—
—
—
(1,188 ) (1,188 )
Balance, June 30, 2018 $ 8,694
25,050
199,428
$ 565,212
$ 6,074
$ 591,202
$ 1,162,488
$ 14,261
$ 1,176,749

~~CBL & Associates Limited Partnership~~

~~Condensed Consolidated Statements of Capital~~

~~(In thousands)~~

~~(Unaudited)~~

~~(Continued)~~

Number of Common Units

Redeemable
Common
Units

Preferred
Units

Common
Units

Preferred
Units

General
Partner

Limited
Partners

Total
Partners'
Capital

Noncontrolling
Interests

Total
Capital
Balance, January 1, 2019 $ 3,575
25,050
199,415
$ 565,212
$ 4,628
$ 450,507
$ 1,020,347
$ 12,111
$ 1,032,458
Net loss (453 ) —
—
11,223
(590 ) (56,914 ) (46,281 ) (75 ) (46,356 )
Distributions declared - common units ($0.086 per unit) (1,143 ) —
—
—
(151 ) (15,897 ) (16,048 ) —
(16,048 )
Distributions declared - preferred units —
—
—
(11,223 ) —
—
(11,223 ) —
(11,223 )
Issuances of common units —
—
863
—
—
717
717
—
717
Cancellation of restricted common stock —
—
(58 ) —
—
(133 ) (133 ) —
(133 )
Performance stock units —
—
—
—
3
309
312
—
312
Amortization of deferred compensation —
—
—
—
11
1,022
1,033
—
1,033
Allocation of partners' capital 1,038
—
—
—
(34 ) (1,004 ) (1,038 ) —
(1,038 )
Contributions from noncontrolling interests —
—
—
—
—
—
—
455
455
Distributions to noncontrolling interests —
—
—
—
—
—
—
(1,412 ) (1,412 )
Balance, March 31, 2019 3,017
25,050
200,220
565,212
3,867
378,607
947,686
11,079
958,765
Net loss (317 ) —
—
11,223
(414 ) (40,123 ) (29,314 ) (57 ) (29,371 )
Distributions declared - common units ($0.012 per unit) (1,143 ) —
—
—
—
(1,239 ) (1,239 ) —
(1,239 )
Distributions declared - preferred units —
—
—
(11,223 ) —
—
(11,223 ) —
(11,223 )
Issuances of common units —
—
15
—
—
(17 ) (17 ) —
(17 )
Cancellation of restricted common stock —
—
(5 ) —
—
(6 ) (6 ) —
(6 )
Performance stock units —
—
—
—
3
310
313
—
313
Amortization of deferred compensation —
—
—
—
6
581
587
—
587
Allocation of partners' capital 1,130
—
—
—
(14 ) (1,116 ) (1,130 ) —
(1,130 )
Contributions from noncontrolling interests —
—
—
—
—
—
—
4,148
4,148
Distributions to noncontrolling interests —
—
—
—
—
—
—
(1,948 ) (1,948 )
Balance, June 30, 2019 $ 2,687
25,050
200,230
$ 565,212
$ 3,448
$ 336,997
$ 905,657
$ 13,222
$ 918,879

The accompanying notes are an integral part of these condensed consolidated statements.

CBL & Associates Limited Partnership

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	( 139,294	)	$	( 46,809	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		55,902			69,792
Net amortization of deferred financing costs, premiums on available-for-sale securities and debt premiums and discounts		1,990			2,304
Net amortization of intangible lease assets and liabilities		( 687	)		( 551	)
Gain on sales of real estate assets		( 140	)		( 228	)
Gain on insurance proceeds		( 511	)		( 690	)
Write-off of development projects		158			—
Share-based compensation expense		1,545			2,043
Loss on impairment		133,644			24,825
Gain on extinguishment of debt		—			( 71,722	)
Equity in earnings of unconsolidated affiliates		( 1,018	)		( 3,308	)
Distributions of earnings from unconsolidated affiliates		4,235			5,671
Change in estimate of uncollectable rental revenues		2,312			1,540
Change in deferred tax accounts		( 239	)		63
Changes in:
Tenant and other receivables		1,424			( 387	)
Other assets		( 3,746	)		( 3,826	)
Accounts payable and accrued liabilities		( 16,851	)		76,770
Net cash provided by operating activities		38,724			55,487
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets		( 22,760	)		( 26,429	)
Proceeds from sales of real estate assets		520			35,260
Purchase of available-for-sale securities		( 153,193	)		—
Proceeds from insurance		600			548
Payments received on mortgage and other notes receivable		503			266
Additional investments in and advances to unconsolidated affiliates		( 2,679	)		( 566	)
Distributions in excess of equity in earnings of unconsolidated affiliates		4,668			4,979
Changes in other assets		( 290	)		( 321	)
Net cash provided by (used in) investing activities		( 172,631	)		13,737
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness		365,000			941,217
Principal payments on mortgage and other indebtedness		( 103,582	)		( 978,006	)
Additions to deferred financing costs		( 1,300	)		( 15,107	)
Proceeds from issuances of common units		3			17
Contributions from noncontrolling interests		668			455
Payment of tax withholdings for restricted stock awards		( 87	)		( 132	)
Distributions to noncontrolling interests		( 731	)		( 2,554	)
Distributions to preferred unitholders		—			( 11,223	)
Distributions to common unitholders		—			( 15,988	)
Net cash provided by (used in) financing activities		259,971			( 81,321	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		126,064			( 12,097	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		59,055			57,512
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	185,119		$	45,415
Reconciliation from consolidated statements of cash flows to consolidated balance sheets:
Cash and cash equivalents	$	159,110		$	21,054
Restricted cash ⁽¹⁾:
Restricted cash		175			79
Mortgage escrows		25,834			24,282
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	185,119		$	45,415

SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized	$	25,321		$	35,659

CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Six Months Ended
June 30,
2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (76,497 ) $ (30,637 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 134,270
145,316
Net amortization of deferred financing costs, debt premiums and discounts 4,306
3,593
Net amortization of intangible lease assets and liabilities (1,071 ) (1,436 )
Gain on sales of real estate assets (5,755 ) (8,118 )
Gain on insurance proceeds (421 ) —
Gain on investments —
(387 )
Write-off of development projects 34
339
Share-based compensation expense 2,938
3,398
Loss on impairment 66,433
70,044
Gain on extinguishment of debt (71,722 ) —
Equity in earnings of unconsolidated affiliates (5,180 ) (8,107 )
Distributions of earnings from unconsolidated affiliates 11,321
9,663
Change in estimate of uncollectable rental revenues 1,692
2,786
Change in deferred tax accounts 90
(1,993 )
Changes in:

Tenant and other receivables (473 ) 6,173
Other assets (2,036 ) (1,270 )
Accounts payable and accrued liabilities 68,102
(9,483 )
Net cash provided by operating activities 126,031
179,881

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate assets (51,148 ) (65,988 )
Acquisition of real estate assets —
(2,051 )
Proceeds from sales of real estate assets 69,238
19,556
Proceeds from insurance 740
—
Payments received on mortgage and other notes receivable 1,346
516
Additional investments in and advances to unconsolidated affiliates (780 ) (1,529 )
Distributions in excess of equity in earnings of unconsolidated affiliates 8,565
31,537
Changes in other assets (857 ) (4,878 )
Net cash provided by (used in) investing activities 27,104
(22,837 )

CBL & Associates Limited Partnership
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
(Continued)

Six Months Ended
June 30,
2019 2018
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness $ 1,019,369
$ 202,160
Principal payments on mortgage and other indebtedness (1,113,337 ) (263,486 )
Additions to deferred financing costs (15,546 ) (98 )
Proceeds from issuances of common units 38
78
Redemptions of common units —
(2,246 )
Contributions from noncontrolling interests 4,603
7,859
Payment of tax withholdings for restricted stock awards (132 ) (232 )
Distributions to noncontrolling interests (5,646 ) (5,193 )
Distributions to preferred unitholders (22,446 ) (22,446 )
Distributions to common unitholders (32,035 ) (81,102 )
Net cash used in financing activities (165,132 ) (164,706 )

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (11,997 ) (7,662 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 57,512
68,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 45,515
$ 60,510

Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
Cash and cash equivalents $ 20,482
$ 23,427
Restricted cash ⁽¹⁾:

Restricted cash 84
5,829
Mortgage escrows 24,949
31,254
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 45,515
$ 60,510

SUPPLEMENTAL INFORMATION:

Cash paid for interest, net of amounts capitalized $ 105,621
$ 100,185

(1)
~~(1)~~	Included in intangible lease assets and other assets in the condensed consolidated balance sheets.

The accompanying notes are an integral part of these condensed consolidated statements.

CBL & Associates Properties, Inc.

CBL & Associates Limited Partnership

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands, except per share and per unit data)

Note 1 – Organization and Basis of Presentation

Unless stated otherwise or the context otherwise requires, references to the "Company" mean CBL & Associates Properties, Inc. and its subsidiaries. References to the "Operating Partnership" mean CBL & Associates Limited Partnership and its subsidiaries.

CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully-integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers and office properties. Its properties are located in 26 states, but are primarily in the southeastern and midwestern United States.

CBL conducts substantially all of its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.

As of ~~June 30, 2019,~~March 31, 2020, the Operating Partnership owned interests in the following properties:

			All Other Properties
	Malls ⁽¹⁾		Associated Centers		Community Centers		Office Buildings and Other			Total
Consolidated Properties		53		20		1		4	⁽²⁾		78
Unconsolidated Properties⁽³⁾		10		3		5		2			20
Total		63		23		6		6			98

Other Properties

Malls ⁽¹⁾

Associated
Centers

Community
Centers

Office
Buildings/Other
Total
Consolidated properties 56 20 2 5
⁽²⁾
83
Unconsolidated properties ⁽³⁾
8 3 5 2 18
Total 64 23 7 7 101

(1)
~~(1)~~	Category consists of regional malls, open-air centers and outlet centers (including one mixed-use center).

(2)
~~(2)~~	Includes CBL's ~~two~~2 corporate office buildings.

(3)
~~(3)~~	The Operating Partnership accounts for these investments using the equity method because one or more of the other partners have substantive participating rights.

At ~~June 30, 2019,~~March 31, 2020, the Operating Partnership had ~~interests~~an interest in two self-storage facilities that were under development (the "Construction Properties").

The Malls, All Other Properties ("Associated Centers, Community Centers, Office Buildings and Other") and the ~~following properties under development:~~



	~~Consolidated Properties~~
	~~Malls~~	~~All Other~~
~~Redevelopments~~	6	—

Construction Properties are collectively referred to as the “Properties” and individually as a “Property.”

CBL is the 100% owner of ~~two~~2 qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. At ~~June 30, 2019,~~March 31, 2020, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.0% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned an ~~85.6%~~94.2% limited partner interest for a combined interest held by CBL of ~~86.6%~~95.2%.

The noncontrolling interest in the Operating Partnership is held by CBL & Associates, Inc., its shareholders and affiliates and certain senior officers of the Company (collectively "CBL's Predecessor"), all of which contributed their interests in certain real estate properties and joint ventures to the Operating Partnership in exchange for a limited partner interest when the Operating Partnership was formed in November 1993, and by various third parties. In March 2020, the Company issued 16,333,947 shares of the Company’s common stock to CBL’s Predecessor in exchange for a like number of common units of limited partnership interest in the Operating Partnership pursuant to exchange notices received from CBL’s Predecessor.At ~~June 30, 2019,~~March 31, 2020, CBL’s Predecessor owned a ~~9.1%~~0.9% limited partner interest and third parties owned a ~~4.3%~~3.9% limited partner interest in the Operating Partnership. CBL's Predecessor also owned ~~4.3~~21.3 million shares of CBL’s common stock at ~~June 30, 2019,~~March 31, 2020, for a total combined effective interest of ~~11.2%~~11.5% in the Operating Partnership.

The Operating Partnership conducts the Company’s property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company”), to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Table of Contents

The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the disclosures required by GAAP for complete financial

statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended ~~June 30, 2019~~March 31, 2020 are not necessarily indicative of the results to be obtained for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K, as amended, for the year ended December 31, ~~2018.~~

~~Reclassifications~~

~~Certain reclassifications~~2019.

COVID-19

The COVID-19 pandemic has had, and likely will continue to have, ~~been made~~repercussions across local, national and global economies and financial markets. COVID-19 has impacted all states where the Company’s tenants operate their businesses or where the Company’s properties are located and measures taken to ~~amounts~~prevent or remediate COVID-19, including “shelter-in place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on its business and the businesses of its tenants. The full extent of the adverse impact on, among other things, the Company’s results of operations, liquidity (including its ability to access capital markets), the possibility of future impairments of long-lived assets or its investments in unconsolidated joint ventures, its compliance with debt covenants, its ability to renew and re-lease its leased space, the ~~Company's prior-year financial statements~~outlook for the retail environment, potential bankruptcies or other store closings and its ability to ~~conform~~develop, acquire, dispose or lease properties, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted. The Company expects a material adverse impact on its revenues, results of operations, and cash flows for the year ended December 31, 2020. The situation is rapidly changing and additional impacts to the ~~current~~business may arise that the Company is not aware of currently.

Listing Criteria

On February 5, 2020, the Company received notice from the New York Stock Exchange ("NYSE") that its common stock is no longer in compliance with NYSE continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE, which require listed companies to maintain an average closing share price of at least $1.00 over a period ~~presentation.~~of 30 consecutive trading days. The Company ~~reclassified certain amounts related to operating expense reimbursements in its condensed consolidated statements~~has until October 14, 2020, inclusive of ~~operations for~~extensions of the ~~three and six months ended June 30, 2018 related to~~cure period provided by the adoption of ASC 606. As a result, operating expense reimbursements of $2,168 and $4,511, previously included in tenant reimbursements, were reclassified to other revenues for the three months and six months ended June 30, 2018, respectively. Additionally, the Company reclassified minimum rents, percentage rents, other rents and tenant reimbursements into one line item, rental revenues, for the three and six months ended June 30, 2018 related to the adoption of ASC 842. Lastly, in accordance with ASC 360, andNYSE in response to the ~~SEC's "Disclosure Update and Simplification" release effective November 5, 2018,~~COVID-19 pandemic, to regain compliance with the continued listing criteria. During this period, the Company ~~reclassified gains~~expects its common stock to continue to trade on the NYSE, which will allow for flexibility in addressing this matter. On May 7, 2020, the Company’s shareholders voted to approve an amendment to the Company’s Amended and ~~losses resulting from wholly owned real estate dispositions~~Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio between 1-for-5 and 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, to be determined at the discretion of the board of directors for the purpose of complying with NYSE Listing Standards, subject to the board of directors’ discretion to abandon this amendment. The Company’s board of directors has not yet taken action to effect the reverse stock split . The Company intends to actively evaluate and monitor the price of its common stock between now and October 2020. A delisting of the Company’s common stock from the ~~line item following "Income (loss) from continuing operations before gain on sales~~NYSE could negatively impact it by, among other things, reducing the trading liquidity of, ~~real estate assets"~~and the market price for, its common stock.

Liquidity and Going Concern Considerations

In accordance with the accounting guidance related to the ~~"Other Income (Expenses)" section~~presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its ~~condensed consolidated statements~~assessment, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months.

The Company was in compliance with the financial covenants of ~~operations. As~~its secured credit facility and the senior unsecured notes (the “Notes”) as of March 31, 2020, with the exception of one covenant under the secured credit facility. At March 31, 2020, the Company was not in compliance with a covenant under the secured credit facility, which provides that the Company may not have more than $100,000 of cash on hand that constitutes borrowings on the secured line of credit. In March 2020, the Company drew $280,000 from the secured line of credit and anticipated promptly purchasing $180,000 of U.S. Treasury securities, which would leave $100,000 of cash on hand from such borrowings. However, due to market conditions, the Company was not able to purchase the U.S. Treasury securities promptly, which resulted in the Company violating this covenant. Violation of this covenant provides the lenders with the option to accelerate the maturity of the senior secured credit facility. The administrative agent of the secured credit facility notified the Company that it was in default and that the administrative agent and lenders reserve all rights and remedies under the secured credit facility. The lenders have not exercised their right to accelerate the maturity of the secured credit facility. In March 2020, the Company used $154,228

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to purchase U.S. Treasury securities and subsequent to March 31, 2020 utilized an additional $ 26,366 to fund April debt service payments and operating expenses, which reduced the amount of cash on hand that constitutes borrowings on the secured line of credit to less than $ 100,000 . However, this did not cure the default per the terms of the senior secured credit facility. Management will pursue obtaining a waiver from the lenders. If management is not able to obtain a waiver directly, then management will seek to obtain a waiver as part of the alternatives it is exploring, as described below.

The Company has considered the projected impact of COVID-19 on its cash flows and its analysis of future compliance with the financial covenants and has determined that it is probable it will fail to meet the minimum debt yield covenant under the senior secured credit facility during the third quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021. The minimum debt yield covenant provides that the ratio of the adjusted net operating income, as defined, of the borrowing base properties that secure the senior secured credit facility to the total outstanding balance on the senior secured credit facility must be greater than 10.0%. Violation of this covenant provides the lenders with the option to accelerate the maturity of the senior secured credit facility. The Company could remain in compliance with the debt yield covenant if it (i) added additional unencumbered assets to the collateral pool, subject to lender approval, which is not to be unreasonably withheld, (ii) paid down the amount of debt outstanding with projected available cash or (iii) negotiated a waiver of the covenant with the lenders.

Management has engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist the Company in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of its debt including (i) the senior secured credit facility, which includes a revolving facility with a balance of $675,925 and term loan with a balance of $456,250 as of March 31, 2020, that matures in July 2023and (ii) the Notes with balances of $450,000, $300,000, and $625,000, as of March 31, 2020, that mature in December 2023 , October 2024 and December 2026 , respectively, as well as the cumulative unpaid dividends on the Company’s preferred stock and the special common units of limited partnership interest in the Operating Partnership. The Advisors recently commenced discussions with advisors to certain holders of the Notes and the credit committee of the senior secured credit facility. Management may pursue a comprehensive solution that includes a potential exchange of debt with the holders of the Notes, addressing the preferred stock of the Company and the special common units of limited partnership interest in the Operating Partnership, amendments to the financial covenants under the senior secured credit facility and the Notes and other options that may result in the reorganization of the Company.

As described in Note 15 – Subsequent Events, the Company elected to not make the $11,813 interest payment due and payable on June 1, 2020, with respect to the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the “2023 Notes”) (the “Interest Payment”). Under the indenture governing the 2023 Notes, the Operating Partnership has a 30-day grace period to make the Interest Payment before the nonpayment is considered an event of default with respect to the 2023 Notes. Any event of default under the 2023 Notes for nonpayment of the Interest Payment would also be considered an event of default under the Operating Partnership’s senior secured credit facility, which could lead to an acceleration of amounts due under the facility. Further, if the trustee for the 2023 Notes should exercise its right to accelerate the maturity of the full balance owed on the 2023 Notes as a result of such an event of default, that would also constitute an event of default under the Operating Partnership’s 4.60% senior unsecured notes due 2024 and the Operating Partnership’s 5.95% senior notes due 2026, which could lead to the acceleration of all amounts due under those notes. The Company has elected to enter the 30-day grace period with respect to the Interest Payment in order to advance discussions with its lenders and explore alternative strategies. The Company was notified by the administrative agent of the senior secured credit facility that the failure to make the Interest Payment constitutes a default under the senior secured credit facility and that, if not cured within the applicable 30-day grace period, it will be an event of default under the senior secured credit facility. The Company could prevent an event of default if it paid the Interest Payment prior to the expiration of the 30-day grace period or if it reached an alternative arrangement with the holders of the 2023 Notes.

Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets and significant uncertainties associated with each of these matters, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of ~~operations,~~America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company ~~reclassified $3,747 and $8,118~~be unable to ~~the "Other Income (Expenses)" section for the three and six months ended June 30, 2018, respectively.~~

continue as a going concern.

Note 2 – ~~Recent~~Summary of Significant Accounting ~~Pronouncements~~

Policies

Accounting Guidance Adopted

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Description

Expected

Adoption Date &

Application

Method

~~Description~~

~~Date Adopted &~~

~~Application~~

~~Method~~

Financial Statement Effect and Other Information

~~ASU 2016-02,~~ ~~Leases, and related subsequent amendments~~

~~January 1, 2019 -~~

~~Modified Retrospective (elected optional transition method to apply at adoption date and record cumulative-effect adjustment as of January 1, 2019)~~

The objective of the leasing guidance is to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Putting nearly all leases on the balance sheet is the biggest change for lessees, as lessees will now be required to recognize a right-of-use

Accounting Standards Update (“~~ROU”~~ASU”) asset and corresponding lease liability for leases with terms greater than 12 months. Under the FASB model, lessees will classify a lease as either a finance lease or an operating lease, while a lessor will classify a lease as either a sales-type, direct financing, or operating lease. A lessee should classify a lease based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases for lessees and sales-type leases for lessors, whereas leases where the lessee obtains control of only the use of the underlying asset, but not the underlying asset itself, will be classified as operating leases for both lessees and lessors. A lease may meet the lessee finance lease criteria even when control of the underlying asset is not transferred to the lessee, and in these cases the lease would be classified as an operating lease for the lessee and a direct finance lease by the lessor. The guidance to be applied by lessors is substantially similar to existing GAAP. In order to align lessor accounting with the principles in the revenue recognition guidance in ASC 606, a lessor is precluded from recognizing selling profit or sales revenue at lease commencement for a lease that does not transfer control of the underlying asset to the lessee. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense. The adoption did not result in a cumulative catch-up adjustment to opening equity. See ~~Note 4~~ ~~for further details.~~

~~Accounting Guidance Not Yet Effective~~



~~Description~~	~~Expected~~ ~~Adoption Date &~~ ~~Application~~ ~~Method~~	~~Financial Statement Effect and Other Information~~
~~ASU~~ 2016-13, Measurement of Credit Losses on Financial Instruments	January 1, 2020 - Modified Retrospective		The guidance replaces the current incurred loss impairment model, which reflects credit events, with a current expected credit loss model, which recognizes an allowance for credit losses based on an ~~entity's~~entity’s estimate of contractual cash flows not expected to be collected. The Company ~~is evaluating~~has determined that its available-for-sale debt securities, guarantees, mortgage and other notes receivable and receivables within the scope of ASC 606 fall under the scope of this standard. The adoption of this guidance did not have a material impact ~~that this update may have~~ on ~~its~~the Company’s condensed consolidated financial statements ~~and related~~or disclosures.

ASU 2018-13, Fair Value Measurement	January 1, 2020 - Prospective		The guidance eliminates, adds and modifies certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	January 1, 2020 - Prospective		The guidance addresses diversity in practice in accounting for the costs of implementation activities in a cloud computing arrangement that is a service contract. Under the guidance, the Company is to follow Subtopic 350-40 on internal-use software to determine which implementation costs to capitalize and which to expense. The guidance also requires an entity to expense capitalized implementation costs over the term of the hosting arrangement and include that expense in the same line item as the fees associated with the service element of the arrangement. The ~~Company does not expect the~~ adoption of this guidance ~~will~~did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Accounting Guidance Not Yet Adopted
Description		Financial Statement Effect and Other Information
ASU 2020-04, Reference Rate Reform		On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions as of March 31, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

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Lease Modification Q&A

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance related to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable

rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions. The Company is evaluating the impact that this update may have on its condensed consolidated financial statements orand related disclosures.

Carrying Value of Long-Lived Assets

The Company evaluates its real estate assets and investment in unconsolidated affiliates for impairment indicators whenever events or changes in circumstances indicate that recoverability of its investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic has resulted in sustained closure of the Company’s properties, as well as the cessation of the operations of certain of its tenants, which will likely result in a reduction in the revenues and cash flows of many of its properties due to the adverse financial impacts on its tenants, as well as reductions in other sources of income generated by its properties. In addition to reduced revenues, the Company’s ability to obtain sufficient financing for such properties may be impaired as well as its ability to lease or re-lease properties as a result of worsening market and economic conditions resulting from the COVID-19 pandemic.

As of March 31, 2020, the Company’s evaluation of impairment considered its estimate of cash flow declines caused by the COVID-19 pandemic, but its other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in the Company’s plans, policies, or views of market and economic conditions as it relates to one or more of its properties adversely impacted by the COVID-19 pandemic could result in the recognition of substantial impairment charges on its assets, which could adversely impact its financial results. For the period ended March 31, 2020, the Company recorded $133,644 of impairment charges for 2 of its malls and 6 other properties had impairment indicators; however, based on the Company’s plans with respect to those properties and the economic environment as of March 31, 2020, 0 additional impairment charges were recorded.

Note 3 – Revenues

~~Contract Balances~~

Revenues~~A summary of the Company's contract assets activity during the six months ended June 30, 2019 is presented below:~~

Contract Assets
Balance as of December 31, 2018 $ 289
Tenant openings (139 )
Executed leases 25
Balance as of March 31, 2019 175
Tenant openings (139 )
Executed leases 190
Balance as of June 30, 2019 $ 226

~~A summary of the Company's contract liability activity during the six months ended June 30, 2019 is presented below:~~

Contract Liability
Balance as of December 31, 2018 $ 265
Completed performance obligation (4 )
Contract obligation —
Balance as of March 31, 2019 261
Completed performance obligation —
Contract obligation —
Balance as of June 30, 2019 $ 261

~~The Company has the following contract balances as of June 30, 2019:~~

As of
June 30, 2019
Expected Settlement Period
Description Financial Statement Line Item
2019 ⁽¹⁾
2020 2021 2022 2023
Contract assets ⁽²⁾
Management, development and leasing fees $ 226
$ (155 ) $ (25 ) $ (42 ) $ —
$ (4 )
Contract liability ⁽³⁾
Other rents 261
(99 ) (54 ) (54 ) (54 ) —


~~(1)~~	~~Reflects fiscal period July 1, 2019 through December 31, 2019.~~


~~(2)~~	~~Represents leasing fees recognized as revenue in the period in which the lease is executed. Under certain third party and unconsolidated affiliates' contracts, the remaining~~ ~~50%~~ ~~of the commissions are paid when the tenant opens. The tenant typically opens within a year, unless the project is in development.~~


~~(3)~~	~~Relates to a contract in which the Company received advance payments in the initial year of the multi-year contract.~~

~~Revenues~~

The following table presents the Company's revenues disaggregated by revenue source:

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Rental revenues ⁽¹⁾	$	161,173	$	190,980
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements ⁽²⁾		2,389		2,143
Management, development and leasing fees ⁽³⁾		2,092		2,523
Marketing revenues ⁽⁴⁾		743		874
		5,224		5,540

Other revenues		1,177		1,510
Total revenues ⁽⁵⁾	$	167,574	$	198,030

Three Months Ended
June 30, 2019

Three Months Ended
June 30, 2018
Six Months Ended
June 30, 2019 Six Months Ended
June 30, 2018
Rental revenues ⁽¹⁾
$ 185,393
$ 207,568
$ 376,373
$ 420,297
Revenues from contracts with customers (ASC 606):
  Operating expense reimbursements ⁽²⁾
2,061
2,168
4,204
4,511
  Management, development and leasing fees ⁽³⁾
2,586
2,643
5,109
5,364
  Marketing revenues ⁽⁴⁾
1,218
928
2,092
2,223
5,865
5,739
11,405
12,098

Other revenues 2,119
1,291
3,629
2,403
Total revenues ⁽⁵⁾
$ 193,377
$ 214,598
$ 391,407
$ 434,798

(1)
~~(1)~~	Revenues from leases that commenced subsequent to December 31, 2018 are accounted for in accordance with ASC 842, Leases, whereas all leases existing prior to that date are accounted for in accordance with ASC ~~840,~~ ~~Leases. See~~ ~~Note 4~~. 840.

( 2 )

~~(2)~~

Includes ~~$1,892~~$2,321 in the Malls segment and ~~$169~~$68 in the All Other segment for the three months ended ~~June 30, 2019~~,March 31, 2020, and includes ~~$2,083~~$2,192 in the Malls segment and ~~$85~~$( 49) in the All Other segment for the three months ended ~~June 30, 2018. Includes~~ ~~$4,084~~ ~~in the Malls segment and~~ ~~$120~~ ~~in the All Other segment for the six months ended~~ ~~June 30, 2019, and includes~~ ~~$4,273~~ ~~in the Malls segment and~~ ~~$238~~ ~~in the All Other segment for the six months ended~~ ~~June 30, 2018~~.

March 31, 2019.

( 3 )
~~(3)~~	Included in All Other segment.

( 4 )

~~(4)~~

~~Includes~~ ~~$1,217~~ in

Marketing revenues solely relate to the Malls segment ~~and~~ $1 ~~in the All Other segment~~ for ~~the three months ended~~ ~~June 30, 2019, and includes~~ ~~$927~~ ~~in the Malls segment and~~ $1 ~~in the All Other segment for the three months ended~~ ~~June 30, 2018. Includes~~ ~~$2,093~~ ~~in the Malls segment and~~ ~~$(1)~~ ~~in the All Other segment for the six months ended~~ ~~June 30, 2019, and includes~~ ~~$2,221~~ ~~in the Malls segment and~~ $2 ~~in the All Other segment for the six months ended~~ ~~June 30, 2018~~.all periods presented. See description below.

( 5 )
~~(5)~~	Sales taxes are excluded from revenues.

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See Note 10for information on the Company's segments.

Revenue from Contracts with Customers

~~Operating expense reimbursements~~

~~Under operating and other agreements with third parties that own anchor or outparcel buildings at~~

Expected credit losses

During the ~~Company's properties and pay no rent,~~three months ended March 31, 2020, the Company ~~receives reimbursements for certain operating expenses such as ring road~~individually evaluated tenant receivables within the scope of ASC 606, of which a significant portion are short term. Based on this information and parking lot maintenance, landscaping and other fees. These arrangements are primarily either set at a fixed rate with rate increases typically every five years or are on a variable (pro rata) basis, typically as a percentage of costs allocated based on square footage or sales. The majority of these contracts have an initial term and one or more extension options, which cumulatively approximate 50 or more years as historically the ~~initial term and any extension options are reasonably certain of being executed by the third party. The standalone selling price of each performance obligation is determined based on the terms~~quarterly analysis of the ~~contract, which typically assign a price~~tenant receivables, the Company wrote off $220 that was deemed uncollectable related to ~~each performance obligation that directly relates to the value the customer receives~~this class of receivables for the ~~services being provided. Revenue is recognized as services are transferred to the customer. Variable consideration is based on historical experience and is generally recognized over time using the~~

cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

~~Management, development and leasing fees~~

The Company earns revenue from contracts with third parties and unconsolidated affiliates for property management, leasing, development and other services. These contracts are accounted for on a month-to-month basis if the agreement does not contain substantive penalties for termination. The majority of the Company's contracts with customers are accounted for on a month-to-month basis. The standalone selling price of each performance obligation is determined based on the terms of the contract, which typically assign a price to each performance obligation that directly relates to the value the customer receives for the services being provided. These contracts generally are for the following:

~~Management fees - Management fees are charged as a percentage of revenues (as defined in the contract) and recognized as revenue over time as services are provided.~~

•

Leasing fees - Leasing fees are charged for newly executed leases and lease renewals and are recognized as revenue upon lease execution, when the performance obligation is completed. In cases for which the agreement specifies ~~50%~~ of the leasing commission will be paid upon lease execution with the remainder paid when the tenant opens, the Company estimates the amount of variable consideration it expects to receive by evaluating the likelihood of tenant openings using the most likely amount method and records the amount as an unbilled receivable (contract asset).

Development fees - Development fees may be either set as a fixed rate in a separate agreement or be a variable rate based on a percentage of work costs. Variable consideration related to development fees is generally recognized over time using the cost-to-cost method of measurement because it most accurately depicts the Company's performance in satisfying the performance obligation. Contract estimates are based on various assumptions including the cost and availability of materials, anticipated performance and the complexity of the work to be performed. The cumulative catch-up method is used to recognize any adjustments in variable consideration estimates. Under this method, any adjustment is recognized in the period it is identified.

Development and leasing fees received from an unconsolidated affiliate are recognized as revenue only to the extent of the third-party partner’s ownership interest. The Company's share of such fees is recorded as a reduction to the Company’s investment in the unconsolidated affiliate.

~~Marketing revenues~~

The Company earns marketing revenues from advertising and sponsorship agreements. These fees may be for tangible items in which the Company provides advertising services and creates signs and other promotional materials for the tenant or may be arrangements in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time. Revenue related to advertising services is recognized as goods and services are provided to the customer. Sponsorship revenue is recognized on a straight-line basis over the time period specified in the contract.

~~Performance obligations~~

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied over time, as services are provided, or at a point in time, such as leasing a space to earn a commission. Open performance obligations are those in which the Company has not fully or has partially provided the applicable good or services to the customer as specified in the contract. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable.

~~Practical Expedients~~

The Company does not disclose the value of open performance obligations for (1) contracts with an original expected duration of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice, which primarily relate to services performed for certain operating expense reimbursements and management, leasing and development activities, as described above. Performance obligations related to pro rata operating expense reimbursements for certain noncancellable contracts are disclosed below.

three months ended March 31, 2020.

Outstanding Performance Obligations

The Company has outstanding performance obligations related to certain noncancellable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of ~~June 30, 2019,~~March 31, 2020, the Company expects to recognize these amounts as revenue over the following periods:

Performance obligation

Less than 5

years

5-20 years

Over 20

years

Total

Fixed operating expense reimbursements

23,908

48,366

45,869

118,143

Performance obligation Less than 5 years 5-20 years Over 20 years Total
Fixed operating expense reimbursements $ 25,233
$ 48,825
$ 48,226
$ 122,284

The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, isare constrained.

Note 4 – Leases

~~Adoption of ASU 2016-02, and all related subsequent amendments~~

The Company adopted ASC 842 (which includes ASU 2016-02 and all related subsequent amendments) on January 1, 2019 and applied the guidance to leases that commenced on or after January 1, 2019. Historical amounts for prior periods were not adjusted and will continue to be reported using the guidance in ASC 840, Lessor~~Leases~~.

To determine whether a contract contains a lease, the Company evaluated its contracts and verified that there was an identified asset and that the Company, or the tenant, has the right to obtain substantially all the economic benefits from the use of the asset throughout the contract term. If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating or financing lease, if the Company is the lessee, or the lease is evaluated to determine whether it is an operating, direct financing or sales-type lease, if the Company is the lessor. After determining that the contract contains a lease, the Company identified the lease component and any nonlease components associated with that lease component, and through the Company’s election to combine lease and nonlease components for all asset classes, combined the components into a single lease component within each applicable lease where the Company is the lessor.

The discount rate to be used for each lease was determined by assessing the Company’s debt information, assessing the credit rating of the Company and the Company’s debt, estimating a synthetic “secured” credit rating for the Company and estimating an appropriate incremental borrowing rate. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

~~See~~ ~~Note 2~~ ~~for additional information about these accounting standards.~~

~~Lessor~~

~~Rental Revenues~~

The majority of the Company’s revenues are earned through the lease of space at its properties. All of the Company's leases with tenants for the use of space at our properties are classified as operating leases. Rental revenues include minimum rent, percentage rent, other rents and reimbursements from tenants for real estate taxes, insurance, common area maintenance ("CAM") and other operating expenses as provided in the lease agreements. The option to extend or terminate our leases is specific to each underlying tenant agreement. Typically, the Company's leases contain penalties for early termination. The Company doesn't have any leases that convey the right for the lessee to purchase the leased asset.

Minimum rental revenue from operating leases is recognized on a straight-line basis over the initial terms of the related leases. Certain tenants are required to pay percentage rent if their sales volumes exceed thresholds specified in their lease agreements. Percentage rent is recognized as revenue when the thresholds are achieved and the amounts become determinable.

The Company receives reimbursements from tenants for real estate taxes, insurance, CAM and other recoverable operating expenses as provided in the lease agreements. Any tenant reimbursements that require fixed payments are recognized on a straight-line basis over the initial terms of the related leases, whereas any variable payments are recognized when earned in accordance with the tenant lease agreements. Tenant reimbursements related to certain capital expenditures are billed to tenants over periods of 5 to 15 years.

Additionally, ASU 2018-19 clarifies that operating lease receivables are within the scope of ASC 842. Therefore, in conjunction with our adoption of ASC 842 on January 1, 2019, the Company began recognizing changes in the collectability assessment of its operating lease receivables as a reduction of rental revenues, rather than as a property operating expense. As a result, the Company recognized $152 and $1,692 of uncollectable operating lease receivables as a reduction of rental revenues for the three months and six months ended June 30, 2019, respectively, and recognized $745 and $2,786 of uncollectable operating lease receivables as a property operating expense for the three months and six months ended June 30, 2018, respectively.

The components of rental revenues are as follows:

	Three Months Ended March 31,
	2020		2019
Fixed lease payments	$	137,394	$	159,278
Variable lease payments		23,779		31,702
Total rental revenues	$	161,173	$	190,980

Lessee

Three Months Ended
June 30, 2019 Six Months Ended
June 30, 2019
Fixed lease payments $ 151,730
$ 311,002
Variable lease payments 33,663
65,371
Total rental revenues $ 185,393
$ 376,373

~~The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2019, are as follows:~~

Years Ending December 31, Operating Leases
2019 ⁽¹⁾
$ 276,503
2020 518,603
2021 450,475
2022 373,187
2023 307,880
2024 239,693
Thereafter 593,446
Total undiscounted lease payments $ 2,759,787


~~(1)~~	~~Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.~~

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future minimum rental income from lessees under non-cancellable operating leases where the Company is the lessor as of December 31, 2018 is also presented below:

Years Ending December 31, Operating Leases
2019 $ 497,014
2020 426,228
2021 363,482
2022 294,441
2023 234,191
Thereafter 531,792
Total $ 2,347,148

~~Lessee~~

The Company has ~~eight~~8 ground leases and ~~one~~1 office lease in which it is a lessee. The maturities of these leases range from 2021 to 2089 and generally provide for renewal options ranging from five to ten years. We included the renewal options in our lease terms for purposes of calculating our lease liability and ROU asset ~~because~~where we have no plans to ~~cease~~continue operating our assets under the current terms associated with each ground lease. The ground leases relate to properties where the Company owns the buildings and improvements, but leases the underlying land. The lease payments on the majority of the ground leases are fixed, but in the instances where they are variable they are either based on the CPI index or a percentage of sales. The one office lease is subleased as of ~~June 30, 2019.~~March 31, 2020. As of ~~June 30, 2019,~~March 31, 2020, these leases have a weighted-average remaining lease term of ~~39.3~~42.7 years and a weighted-average discount rate of ~~8.0%~~8.1%.

The Company's ROU asset and lease liability are presented in the condensed consolidated balance sheets within intangible lease assets and other assets and accounts payable and accrued liabilities, respectively. A summary of the Company's ROU asset and lease liability activity during the six months ended June 30, 2019 is presented below:

ROU Asset Lease Liability
Balance as of January 1, 2019 $ 4,160
$ 4,074
Cash reduction (242 ) (242 )
Noncash increase 127
210
Balance as of June 30, 2019 $ 4,045
$ 4,042

The components of lease expense are presented below:

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Lease expense:
Operating lease expense	$	125	$	218
Variable lease expense		85		32
Total lease expense	$	210	$	250

Three Months Ended
June 30, 2019 Six Months Ended
June 30, 2019
Lease expense:
Operating lease expense $ 207
$ 425
Variable lease expense (2 ) 30
Rent Expense $ 205
$ 455

~~The undiscounted future lease payments to be paid under the Company's operating leases as~~Table of ~~June 30, 2019, are as follows:~~

Year Ending December 31,
Operating
Leases
2019 ⁽¹⁾
$ 317
2020 567
2021 608
2022 332
2023 284
2024 263
Thereafter 12,019
Total undiscounted lease payments $ 14,390
Less imputed interest (10,348 )
Lease Liability $ 4,042


~~(1)~~	~~Reflects rental payments for the fiscal period July 1, 2019 through December 31, 2019.~~

As required by the Comparative Under ASC 840 Option, which is a transitional amendment that allows for the presentation of comparative periods in the year of adoption under ASC 840 (the former leasing guidance), the Company's future obligations to be paid under the Company's operating leases where the Company is the lessee as of December 31, 2018 is also presented below:

2019 $ 504
2020 610
2021 517
2022 321
2023 281
Thereafter 12,297
$ 14,530

~~Practical Expedients~~

In regard to leases that commenced before January 1, 2019, the Company elected to use a package of practical expedients to not reassess whether any expired or existing contracts are or contain a lease, to not reassess lease classification for any expired or existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected a practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. Additionally, the Company elected a practical expedient by class of underlying asset applied to all leases to elect not to separate lease and nonlease components as long as the lease and at least one nonlease component have the same timing and pattern of transfer and the lease is classified as an operating lease. The combined component is being accounted for under ASC 842. The Company made an accounting policy election to exclude sales and other similar taxes from revenues, and instead account for them as costs of the lessee. Lastly, the Company has elected not to apply the recognition requirements of ASC 842 to short-term leases.

~~See~~ ~~Note 2~~Contents ~~for additional information about these accounting standards.~~

Note 5 – Fair Value Measurements

The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:


Level 1 –	Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.


Level 2 –	Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.


Level 3 –	Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.

Fair Value Measurements on a Recurring Basis

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value. The estimated fair value of mortgage and other indebtedness was ~~$3,479,729~~$2,661,981 and ~~$3,740,431~~$2,970,246 at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. The fair value was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.

During March 2020, the Company purchased U.S. Treasury securities that are scheduled to mature between April 2021 and June 2021. The Company has designated these securities as available-for-sale (“AFS”). The fair value of these securities was calculated based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The Company believes the market for U.S. Treasury securities is an actively traded market given the high level of daily trading volume. The following table sets forth information regarding the Company’s AFS securities that were measured at fair value for the three months ended March 31, 2020:

AFS Security

Amortized

Cost

Allowance

for credit

losses ⁽¹⁾

Total unrealized gains/(losses)

Fair Value

U.S. Treasury securities

153,150

—

153,172

(1)

U.S Treasury securities have a long history with no credit losses. Additionally, the Company notes that U.S Treasury securities are explicitly fully guaranteed by a sovereign entity that can print its own currency and that the sovereign entity’s currency is routinely held by central banks and other major financial institutions, is used in international commerce, and commonly viewed as a reserve currency, all of which qualitatively indicate that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Therefore, the Company did not record expected credit losses for its U.S Treasury securities for the three months ended March 31, 2020.

The Company adopted the ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), on January 1, 2020. Under ASC Topic 326-30, the Company elected to exclude applicable accrued interest from both the fair value and the amortized cost basis of the available-for-sale debt securities, and separately present the accrued interest receivable balance within the Other Receivables line item of the condensed consolidated balance sheets. The accrued interest receivables balance totaled $1,082 as of March 31, 2020. The Company elected not to measure an allowance for credit losses on accrued interest receivable as an allowance on possible uncollectable accrued interest receivable is recorded in a timely manner.

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Fair Value Measurements on a Nonrecurring Basis

The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income ("NOI"), occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.

Long-lived Assets Measured at Fair Value in ~~2019~~

2020

The following table sets forth information regarding the Company's assets that are measured at fair value on a nonrecurring basis and related impairment charges for the ~~six~~three months ended ~~June 30, 2019:~~March 31, 2020:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
2020:
Long-lived assets	$	114,300	$	—	$	—	$	114,300	$	133,644

Fair Value Measurements at Reporting Date Using
Total
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total
Loss on
Impairment
Long-lived assets $ 127,319
$ —
$ —
$ 127,319
$ 66,433

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company recognized ~~an impairment~~impairments of real estate of ~~$66,662~~$133,644 related to ~~three malls and one community center.~~two malls.

Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Burnsville Center ⁽¹⁾	Burnsville, MN	Malls	$	26,562	$	47,300
March	Monroeville Mall ⁽²⁾	Pittsburgh, PA	Malls		107,082		67,000
				$	133,644	$	114,300

Impairment Date Property Location
Segment
Classification

Loss on
Impairment

Fair
Value
March
Greenbrier Mall ⁽¹⁾
Chesapeake, VA Mall $ 22,770
$ 56,300
March/April
Honey Creek Mall ⁽²⁾
Terre Haute, IN Mall 2,045
14,360
June
The Forum at Grandview ⁽³⁾
Madison, MS All Other 8,582
31,559
June
EastGate Mall ⁽⁴⁾
Cincinnati, OH Mall 33,265
25,100
January/March
Other adjustments ⁽⁵⁾
Various Mall (229 ) —
$ 66,433
$ 127,319

(1)

~~(1)~~

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of ~~$56,300~~.$47,300. The mall ~~has~~had experienced a decline ~~in cash flows~~of NOI due to store closures and rent reductions. ~~Additionally, one anchor was vacant as~~These factors resulted in a reduction of the ~~date of impairment.~~expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of ~~Greenbrier Mall~~Burnsville Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years,, with a sale at the end of the holding period, a capitalization rate of ~~11.0%~~14.5% and a discount rate ~~11.5%~~of 15.5%.

(2)
~~(2)~~	~~During the quarter ended March 31, 2019, the Company adjusted the book value of the mall to the net sales price of~~ ~~$14,360~~ ~~based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The mall was sold in April 2019 and~~ ~~$(239)~~ ~~was recorded related to a true-up of closing costs. See~~ ~~Note 6~~ ~~for additional information.~~


~~(3)~~	~~The Company adjusted the book value to the net sales price of~~ ~~$31,559~~ ~~based on a signed contract with a third party buyer, adjusted to reflect estimated disposition costs. The property was classified as held for sale at June 30, 2019 and was sold in July 2019. See~~ ~~Note 6~~ ~~for additional information.~~

~~(4)~~

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of ~~$25,100~~.$67,000. The mall ~~has~~had experienced a decline ~~in cash flows~~of NOI due to store closures and rent reductions. Management determined the fair value of ~~EastGate~~Monroeville Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years,, with a sale at the end of the holding period, a capitalization rate of ~~14.5%~~14.0% and a discount rate ~~15.0%~~of 14.5%.


~~(5)~~	~~Related to true-ups of estimated expenses to actual expenses for properties sold in prior periods.~~

Long-lived Assets Measured at Fair Value in ~~2018~~

2019

The following table sets forth information regarding the Company's assets that were measured at fair value on a nonrecurring basis and related impairment charges for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:

			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
2019:
Long-lived assets	$	70,800	$	—	$	—	$	70,800	$	24,825

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, the Company recognized ~~an impairment~~impairments of real estate of ~~$70,044~~$25,054 related to two malls:

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Impairment Date	Property	Location	Segment Classification	Loss on Impairment			Fair Value
March	Greenbrier Mall ⁽¹⁾	Chesapeake, VA	Malls	$	22,770		$	56,300
March	Honey Creek Mall ⁽²⁾	Terre Haute, IN	Malls		2,284			14,500
January/March	Other adjustments ⁽³⁾	Various	Malls		( 229	)		—
				$	24,825		$	70,800

Impairment Date Property Location
Segment
Classification

Loss on
Impairment

Fair
Value
March
Janesville Mall ⁽¹⁾
Janesville, WI Malls $ 18,061
$ —
⁽²⁾
June
Cary Towne Center ⁽³⁾
Cary, NC Malls 51,983
34,000

$ 70,044
$ 34,000

(1)

In accordance with the Company's quarterly impairment process, the Company wrote down the book value of the mall to its estimated fair value of $56,300. The mall had experienced a decline in cash flows due to store closures and rent reductions. Additionally, one anchor was vacant as of the date of impairment. These factors resulted in a reduction of the expected hold period for this asset based on Management’s assessment that there was an increased likelihood that the loan secured by the mall may not be successfully restructured or refinanced. Management determined the fair value of Greenbrier Mall using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of ten years, with a sale at the end of the holding period, a capitalization rate of 11.5% and a discount rate of 11.5%.

~~(1)~~

(2)

The Company adjusted the book value of the mall to the net sales price of ~~$17,640~~ in$14,360 based on a signed contract with a ~~third party~~third-party buyer, adjusted to reflect estimated disposition costs. The mall was sold in ~~July 2018.~~April 2019. See Note 6for additional information.

( 3 )
~~(2)~~	~~The long-lived asset was not included~~ Related to true-ups of estimated expenses to actual expenses for properties sold in ~~the Company's condensed consolidated balance sheets at December 31, 2018 as the Company no longer had an interest in the property.~~prior periods.

~~(3)~~

In June 2018, the Company was notified by IKEA that, as a result of a shift in its corporate strategy, it was terminating the contract to purchase land at the mall upon which it would develop and open a store. Under the terms of the interest-only non-recourse loan secured by the mall, the loan matures on the date the IKEA contract terminates if that date is prior to the scheduled maturity date of March 5, 2019. The Company engaged in conversations with the lender regarding a potential restructure of the loan. Based on the results of these conversations, the Company concluded that an impairment was required because it was unlikely to recover the asset's net carrying value through future cash flows. Management determined the fair value of Cary Towne Center using a discounted cash flow methodology. The discounted cash flow used assumptions including a 10~~-year holding period, a capitalization rate of~~ ~~12.0%~~ ~~and a discount rate of~~ ~~13%. See~~ ~~Note 8~~ ~~for additional information.~~

Note 6 – Dispositions and Held for Sale

The Company evaluates its disposals utilizing the guidance in ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. .. Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net ~~income~~loss for all periods presented, as applicable.

~~2019~~

2020 Dispositions

Net proceeds realized from the 2019 dispositions listed below were used to reduce the outstanding balance on the Company's credit facility. The following is a summary of the Company's 2019 dispositions:

Sales Price
Sales Date Property Property Type Location Gross Net Gain
April
Honey Creek Mall ⁽¹⁾
Mall Terre Haute, IN $ 14,600
$ 14,360
$ —
April The Shoppes at Hickory Point Mall Forsyth, IL 2,508
2,407
1,326
June Courtyard by Marriott at Pearland Town Center All Other Pearland, TX 15,100
14,795
1,910
$ 32,208
$ 31,562
$ 3,236

~~(1)~~

The Company ~~recognized~~realized a ~~loss on impairment~~gain of $2,284 in March 2019 when it adjusted the book value of the mall to the net sales price based on a signed contract with a third party buyer and recognized $(239) in April 2019 related to a true-up of closing costs. See ~~Note 5~~ ~~for additional information.~~

~~The Company also realized gains of $2,100~~$140 related to the sale of ~~one~~an outparcel ~~and $433 related to land contributed in the formation of the Parkdale Self Storage, LLC joint venture (See~~ ~~Note 7~~ ~~for additional information)~~ during the three ~~and six~~ months ended June 30, 2019. Also, the Company realized losses of $(242) and $(14) related to costs incurred during the three and six months ended June 30, 2019, respectively, for outparcel sales that occurred in prior periods.

The Company recognized a gain on extinguishment of debt for the properties listed below, which represented the amount by which the outstanding debt balance exceeded the net book value of the property as of the transfer date. See ~~Note 8~~ ~~for more information. The following is a summary of these dispositions:~~

Sale/Transfer
Date

Balance of
Non-recourse
Debt

Gain on
Extinguishment
of Debt
Property Property Type Location
January
Acadiana Mall ⁽¹⁾
Mall Lafayette, LA $ 119,760
$ 61,796
January
Cary Towne Center ⁽²⁾
Mall Cary, NC 43,716
9,926
$ 163,476
$ 71,722

~~(1)~~

~~The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property. A loss on impairment of real estate of~~ ~~$43,007~~ ~~was recorded in 2017 to write down the book value of the mall to its then estimated fair value. The Company also recorded~~ ~~$305~~ ~~of aggregate non-cash default interest expense during the first quarter of 2019.~~

~~(2)~~

~~The Company sold the mall for~~ ~~$31,500~~ and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven. The Company recorded a loss on impairment of real estate of ~~$54,678~~ ~~during 2018 to write down the book value of the mall to its then estimated fair value. The Company also recorded~~ ~~$237~~ ~~of aggregate non-cash default interest expense during the first quarter of 2019.~~

In a separate transaction, the Company also sold an anchor store parcel and vacant land at Acadiana Mall, which were not collateral on the loan, for a cash price of $4,000. A loss on impairment of real estate of $1,593 was recorded in 2018 to write down the book value of the anchor store parcel and vacant land to its then estimated fair value.

~~2019 Held for Sale~~

~~The following properties were classified as held for sale as of June 30, 2019:~~

Property Property Type Location Total Assets Total Liabilities
Percentage of
the Company's
Total Assets
850 Greenbrier Circle ⁽¹⁾
All Other Chesapeake, VA $ 10,233
$ 35
0.2 %
Foothills Plaza - Kroger ⁽¹⁾
All Other Maryville, TN 1,091
—
— %
The Forum at Grandview ⁽¹⁾
All Other Madison, MS 32,195
569
0.6 %
High Point - Barnes & Noble ⁽¹⁾
All Other High Point, NC 1,055
59
— %
$ 44,574
$ 663

~~(1) The property was sold subsequent to June 30, 2019. See~~ ~~Note 15~~ ~~for additional information.~~

March 31, 2020.

Note 7 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during ~~2019~~2020 and ~~2018,~~2019, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:

•

the pro forma for the development and construction of the project and any material deviations or modifications thereto;

~~the pro forma for the development and construction of the project~~

•

the site plan and any material deviations or modifications thereto;

~~the site plan~~

•

the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;

~~the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;~~

•

any acquisition/construction loans or any permanent financings/refinancings;

~~any acquisition/construction loans or any permanent financings/refinancings;~~

•

the annual operating budgets and any material deviations or modifications thereto;

~~the annual operating budgets~~

•

the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

~~the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and~~

•

any material acquisitions or dispositions with respect to the project.

~~any material acquisitions or dispositions with respect to the project.~~

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

At ~~June 30, 2019,~~March 31, 2020, the Company had investments in 2228 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from ~~10.0%~~20% to ~~65.0%~~65%. Of these entities, 1517 are owned in 50/50 joint ventures.

~~2019~~

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20 20 Activity - Unconsolidated Affiliates

~~Bullseye,~~

Atlanta Outlet JV, LLC

In ~~September 2018, the Company entered into a joint venture, Bullseye,~~February 2020, Atlanta Outlet JV, LLC, to develop a vacant land parcel adjacent to Hamilton Corner in Chattanooga, TN. During January 2019, the joint venture closed on the purchase of the land parcel for a gross purchase price of $3,310. The Company has a 20% membership interest in the joint venture. Additionally, the Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

~~Parkdale Self Storage, LLC~~

~~In May 2019, the Company entered into~~ a 50/50 joint venture, Parkdale Self Storage, LLC, to develop a self-storage facility adjacent to Parkdale Mall. The Company recorded a $433 gain on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in ~~Variable Interest Entities~~ ~~below. In conjunction with the formation of the joint venture, the unconsolidated affiliate~~ closed on a ~~construction~~new loan in the amount of $4,680, with an interest rate of LIBOR plus 2.5% and a maturity date of November 2023 .. Proceeds were used to retire the previous loan. The Operating Partnership and its joint venture partner have each guaranteed 100% of the loan. See ~~details below under~~ Note 12~~2019 Financings~~for more information.

Condensed Combined Financial Statements - Unconsolidated Affiliates

Condensed combined financial statement information of the unconsolidated affiliates is as follows:

	March 31, 2020			December 31, 2019
ASSETS:
Investment in real estate assets	$	2,288,173		$	2,293,438
Accumulated depreciation		( 819,034	)		( 803,909	)
		1,469,139			1,489,529
Developments in progress		70,039			46,503
Net investment in real estate assets		1,539,178			1,536,032
Other assets		141,501			154,427
Total assets	$	1,680,679		$	1,690,459
LIABILITIES:
Mortgage and other indebtedness, net	$	1,422,015		$	1,417,644
Other liabilities		32,675			41,007
Total liabilities		1,454,690			1,458,651
OWNERS' EQUITY:
The Company		146,192			149,376
Other investors		79,797			82,432
Total owners' equity		225,989			231,808
Total liabilities and owners’ equity	$	1,680,679		$	1,690,459

	Three Months Ended March 31,
	2020		2019
Total revenues	$	60,514	$	55,867
Net income ⁽¹⁾	$	5,043	$	6,010

June 30,
2019 December 31,
2018
ASSETS
Investment in real estate assets $ 2,103,300
$ 2,097,088
Accumulated depreciation (701,616 ) (674,275 )
1,401,684
1,422,813
Developments in progress 23,431
12,569
Net investment in real estate assets 1,425,115
1,435,382
Other assets 172,545
188,521
Total assets $ 1,597,660
$ 1,623,903

June 30,
2019 December 31,
2018
LIABILITIES
Mortgage and other indebtedness, net $ 1,315,885
$ 1,319,949
Other liabilities 37,152
39,777
Total liabilities 1,353,037
1,359,726

OWNERS' EQUITY
The Company 179,120
191,050
Other investors 65,503
73,127
Total owners' equity 244,623
264,177
Total liabilities and owners' equity $ 1,597,660
$ 1,623,903

Total for the Three Months
Ended June 30,
2019 2018
Total revenues $ 54,230
$ 55,083
Net income ⁽¹⁾
$ 2,993
$ 7,242

(1)
~~(1)~~	The Company's pro rata share of net income is ~~$1,872~~$1,018 and ~~$4,368~~$3,308 for the three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018~~,2019, respectively.

Total for the Six Months
Ended June 30,
2019 2018
Total revenues $ 110,097
$ 112,264
Net income ⁽¹⁾
$ 9,003
$ 12,551


~~(1)~~	~~The Company's share of net income is~~ ~~$5,180~~ ~~and~~ ~~$8,107~~ ~~for the six months ended~~ ~~June 30, 2019~~ ~~and~~ ~~2018, respectively.~~

~~Financings - Unconsolidated Affiliates~~

All of the debt on the properties owned by the unconsolidated affiliates is non-recourse, except for debt secured by Ambassador Infrastructure, Hammock Landing, The Pavilion at Port Orange, The Shoppes at Eagle Point and the self-storage developments adjacent to EastGate Mall, Mid Rivers Mall and Parkdale Mall. See ~~Note 12~~ ~~for a description of guarantees the Operating Partnership has issued related to these unconsolidated affiliates.~~

~~2019 Financings~~

~~The Company's unconsolidated affiliates had the following loan activity in 2019:~~

Date Property Stated
Interest Rate Maturity Date
Amount
Financed or
Extended
May
Parkdale Self Storage ⁽¹⁾
5.25%
⁽²⁾
July 2024 $ 6,500

~~(1)~~

Parkdale Self Storage, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. There were no draws on the construction loan at June 30, 2019. The Operating Partnership has a joint and several guaranty with its 50/50 partner. Therefore, the maximum guarantee is 100% ~~of the loan.~~ ~~See~~ ~~Note 12~~ ~~for more information.~~


~~(2)~~	~~The interest rate is variable and is the greater of 5.25% or LIBOR + 2.80%.~~

Noncontrolling Interests

Noncontrolling interests consist of the following:

	As of
	March 31, 2020		December 31, 2019
Noncontrolling interests:
Operating Partnership	$	5,566	$	31,592
Other consolidated subsidiaries		23,691		23,961
	$	29,257	$	55,553

As of

June 30,
2019
December 31, 2018
Noncontrolling interests:
Operating Partnership $ 41,559
$ 55,917
Other consolidated subsidiaries 13,222
12,111
$ 54,781
$ 68,028

Variable Interest Entities

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis,and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general

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partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.

Consolidated VIEs

As of ~~June 30, 2019,~~March 31, 2020, the Company had investments in 1912 consolidated VIEs with ownership interests ranging from 50% to ~~95%~~92%.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of ~~June 30, 2019:~~March 31, 2020:

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	9,360
BI Development, LLC		—		—
Bullseye, LLC		—		—
Continental 425 Fund LLC		7,231		7,231
EastGate Storage, LLC ⁽¹⁾		712		3,962
Hamilton Place Self Storage ⁽¹⁾		1,411		8,413
Parkdale Self Storage, LLC ⁽¹⁾		1,157		7,657
PHG-CBL Lexington, LLC		35		35
Self Storage at Mid Rivers, LLC ⁽¹⁾		683		3,677
Shoppes at Eagle Point, LLC ⁽¹⁾		16,579		29,319
Vision - CBL Hamilton Place, LLC		2,223		2,223
	$	30,031	$	71,877

Investment in Real
Estate Joint
Ventures and
Partnerships

Maximum
Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾
$ —
$ 10,050
Bullseye, LLC 5
5
EastGate Storage, LLC ⁽²⁾
939
3,000
G&I VIII CBL Triangle LLC⁽³⁾
—
—
Parkdale Self Storage, LLC ⁽⁴⁾
1,125
6,500
Self-Storage at Mid Rivers, LLC ⁽²⁾
912
2,717
Shoppes at Eagle Point, LLC⁽⁵⁾
16,344
16,344

(1)
~~(1)~~	The ~~debt is guaranteed by the~~ Operating Partnership at ~~100%~~.has guaranteed all or a portion of the debt of each of these VIEs. See Note 12for more information.


~~(2)~~	~~The debt is guaranteed by the Operating Partnership at~~ ~~50%. See~~ ~~Note 12~~ ~~for more information.~~


~~(3)~~	~~In conjunction with a loss on impairment recorded in September 2018, the Company wrote down its investment in the unconsolidated~~ 90~~/10 joint venture to~~ ~~zero. The maximum risk of loss is limited to the basis, which is~~ ~~zero. Subsequent to June 30, 2019, the lender foreclosed on the loan that is secured by the property. See~~ ~~Note 15~~ ~~for more information.~~


~~(4)~~	~~The Operating Partnership has a joint and several guaranty with its~~ 50~~/50 partner. Therefore, the maximum guarantee is~~ ~~100%of the loan.~~ ~~See~~ ~~Note 12~~ ~~for more information.~~


~~(5)~~	~~The debt is guaranteed by the Operating Partnership at a fixed amount of~~ ~~$12,740. See~~ ~~Note 12~~ ~~for more information.~~

Note 8 – Mortgage and Other Indebtedness, Net

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt. CBL is a limited guarantor of the ~~Senior Unsecured Notes~~senior unsecured notes (the "Notes"), as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates.

The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its secured credit facility and secured term loan as of ~~June 30, 2019.~~

March 31, 2020.

Table of Contents

Debt of the Operating Partnership

Net mortgage and other indebtedness consisted of the following:

	March 31, 2020						December 31, 2019
	Amount			Weighted- Average Interest Rate ⁽¹⁾			Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties	$	1,236,179			5.19	%	$	1,330,561			5.27	%
Senior unsecured notes due 2023 ⁽²⁾		448,016			5.25	%		447,894			5.25	%
Senior unsecured notes due 2024 ⁽³⁾		299,962			4.60	%		299,960			4.60	%
Senior unsecured notes due 2026 ⁽⁴⁾		617,692			5.95	%		617,473			5.95	%
Total fixed-rate debt		2,601,849			5.31	%		2,695,888			5.35	%
Variable-rate debt:
Recourse loan on operating Property		41,500			4.23	%		41,950			4.34	%
Construction loan		29,400			4.42	%		29,400			4.60	%
Secured line of credit		675,925			3.83	%		310,925			3.94	%
Secured term loan		456,250			3.83	%		465,000			3.94	%
Total variable-rate debt		1,203,075			3.86	%		847,275			3.98	%
Total fixed-rate and variable-rate debt		3,804,924			4.85	%		3,543,163			5.02	%
Unamortized deferred financing costs		( 15,232	)					( 16,148	)
Total mortgage and other indebtedness, net	$	3,789,692					$	3,527,015

June 30, 2019 December 31, 2018
Amount
Weighted-
Average
Interest
Rate ⁽¹⁾
Amount
Weighted-
Average
Interest
Rate ⁽¹⁾
Fixed-rate debt:

Non-recourse loans on operating properties
$ 1,581,780
5.21% $ 1,783,097
5.33%
Senior unsecured notes due 2023 ⁽²⁾
447,656
5.25% 447,423
5.25%
Senior unsecured notes due 2024⁽³⁾
299,956
4.60% 299,953
4.60%
Senior unsecured notes due 2026 ⁽⁴⁾
617,048
5.95% 616,635
5.95%
Total fixed-rate debt 2,946,440
5.31% 3,147,108
5.37%
Variable-rate debt:

Recourse loans on operating properties 56,721
5.05% 68,607
4.97%
Construction loan 16,684
5.33% 8,172
5.25%
Secured line of credit
383,084
4.69% —
—%
Unsecured lines of credit
—
—% 183,972
3.90%
Secured term loan 482,500
4.69% —
—%
Unsecured term loans —
—% 695,000
4.21%
Total variable-rate debt 938,989
4.72% 955,751
4.21%
Total fixed-rate and variable-rate debt 3,885,429
5.17% 4,102,859
5.10%
Unamortized deferred financing costs (19,490 ) (15,963 )
Liabilities related to assets held for sale ⁽⁵⁾
—
(43,716 )
Total mortgage and other indebtedness, net $ 3,865,939
$ 4,043,180

(1)
~~(1)~~	Weighted-average interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.

(2)
~~(2)~~	The balance is net of an unamortized discount of ~~$2,344~~$1,984 and ~~$2,577~~$2,106 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, respectively.

(3)
~~(3)~~	The balance is net of an unamortized discount of ~~$44~~$38 and ~~$47~~$40 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, respectively.

(4)
~~(4)~~	The balance is net of an unamortized discount of ~~$7,952~~$7,308 and ~~$8,365~~$7,527 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, respectively.


~~(5)~~	Represents a non-recourse mortgage loan secured by Cary Towne Center that was classified on the condensed consolidated balance sheet as liabilities related to assets held for sale as of December 31, 2018.

Non-recourse term loans, recourse term loans, the secured line of credit and the secured term loan include loans that are secured by Properties owned by the Company that have a net carrying value of $2,422,116 at March 31, 2020.

Senior Unsecured Notes

Description	Issued ⁽¹⁾	Amount		Interest Rate			Maturity Date ⁽²⁾
2023 Notes	November 2013	$	450,000		5.25	%	December 2023
2024 Notes	October 2014		300,000		4.60	%	October 2024
2026 Notes	December 2016 / September 2017		625,000		5.95	%	December 2026

Description
Issued ⁽¹⁾
Amount
Interest Rate ⁽²⁾

Maturity Date⁽³⁾
2023 Notes November 2013 $ 450,000
5.25% December 2023
2024 Notes October 2014 300,000
4.60% October 2024
2026 Notes December 2016 / September 2017 625,000
5.95% December 2026

(1)
~~(1)~~	Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.

( 2 )

~~(2)~~

~~Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from~~ ~~0.25%~~ to ~~1.00%~~ ~~from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than~~ ~~40%~~ ~~but less than~~ ~~45%. The required ratio of secured debt to total assets for the 2026 Notes is~~ ~~40%~~ ~~or less. As of~~ ~~June 30, 2019, this ratio was~~ ~~34%~~ ~~as shown below.~~

~~(3)~~

The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026, July 15, 2024, and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a make-whole premium calculated in accordance with the indenture. On or after the respective dates noted above, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.

See Note 15 – Subsequent Eventsfor information regarding the Company’s election to not make the interest payment related to the 2023 Notes that was due and payable on June 1, 2020.

Senior Secured Credit Facility

~~In January 2019, the~~

The Company ~~entered into~~has a ~~new~~ $1,185,000 senior secured credit facility, which ~~included a fully-funded $500,000 term loan and~~includes a revolving line of credit with a borrowing capacity of ~~$685,000. The facility replaced all of the Company's prior unsecured bank facilities, which included three unsecured~~$685,000 and a term ~~loans~~loan with an ~~aggregate~~outstanding balance of $695,000 and three unsecured revolving lines of credit with an aggregate capacity of $1,100,000. At closing, the Company utilized the line of credit to reduce the principal balance of the unsecured term loan from $695,000 to $500,000.$456,250 at March 31, 2020. The facility matures in July 2023 and bears interest at a variable rate of LIBOR plus ~~225 basis points.~~2.25%. The facility had an interest rate of ~~4.69%~~3.83% at ~~June 30, 2019.~~March 31, 2020. The Operating Partnership is required to pay an annual facility fee, to be paid quarterly, which ranges from 0.25% to 0.35%, based on the unused capacity of the line of credit. The principal balance on the term loan will be reduced by $35,000 per year in quarterly installments. At ~~June 30, 2019,~~March 31, 2020, the secured line of credit had an outstanding balance of ~~$383,084~~$675,925. In March 2020, the Company drew $280,000 on its secured credit facility to increase liquidity and preserve financial flexibility in light of the ~~secured term loan had an outstanding balance~~uncertainty surrounding the impact of ~~$482,500.~~

COVID-19.

Table of Contents

The secured credit facility is secured by 17 malls and 3 associated centers that are owned by 36 wholly owned subsidiaries of the Operating Partnership (collectively the “Combined Guarantor Subsidiaries”). The Combined Guarantor Subsidiaries own an additional ~~five~~ 4 malls, ~~two~~2 associated centers and ~~four~~4 mortgage notes receivable that are not collateral for the secured credit facility. The properties that are collateral for the secured credit facility and the properties and mortgage notes receivable that are not collateral are collectively referred to as the “Guarantor Properties.” The terms of the Notes provide that, to the extent that any subsidiary of the Operating Partnership executes and delivers a guarantee to another debt facility, the Operating Partnership shall also cause the subsidiary to guarantee the Operating Partnership’s obligations under the Notes on a senior basis. In January 2019, the Combined Guarantor Subsidiaries entered into a guarantee agreement with the issuer of the Notes to satisfy the guaranty requirement.

Each of the Combined Guarantor Subsidiaries meet the criteria in Rule 3-10(f) of SEC Regulation S-X to provide condensed consolidating financial information as additional disclosure in the notes to the Operating Partnership's consolidated financial statements or within Management’s Discussion and Analysis which accompanies the condensed consolidated financial statements because each Combined Guarantor Subsidiary is 100% owned by the Operating Partnership, the guaranty issued by each Combined Guarantor Subsidiary is full and unconditional and the guaranty issued by each Combined Guarantor Subsidiary is joint and several. However, the Operating Partnership has elected to provide condensed combined financial statements and accompanying notes for the Combined Guarantor Subsidiaries in lieu of including the condensed consolidating financial information in the notes to its condensed consolidated financial statements. These condensed combined financial statements and notes are presented as an exhibit to this quarterly report on Form 10-Q for ease of reference.

Financial Covenants and Restrictions

The agreements for the Notes and the senior secured credit facility contain, among other restrictions, certain financial covenants including the maintenance of certain financial coverage ratios, minimum unencumbered asset and interest ratios, maximum secured indebtedness ratios, maximum total indebtedness ratios and limitations on cash flow distributions. The Company believes that it was in compliance with all financial covenants and restrictions at June 30, 2019.

~~The following presents the Company's compliance with key covenant ratios, as defined, of the Notes and the senior secured credit facility as of June 30, 2019:~~



~~Ratio~~	~~Required~~	~~Actual~~
~~Total debt to total assets~~	~~< 60%~~	~~52%~~
~~Secured debt to total assets~~	~~< 40%~~⁽¹⁾	~~34%~~
~~Total unencumbered assets to unsecured debt~~	~~> 150%~~	~~191%~~
~~Consolidated income available for debt service to annual debt service charge~~	~~> 1.5x~~	~~2.3x~~


~~(1)~~	~~Secured debt to total assets must be less than~~ ~~40%~~ ~~for the 2026 Notes. Secured debt to total assets must be less than~~ ~~45%~~ ~~for the 2023 Notes and the 2024 Notes until January 1, 2020, after which the required ratio will be reduced to~~ ~~40%~~.

The agreements for the Notes and senior secured credit facility ~~described above~~ contain default provisions customary for transactions of this nature (with applicable customary grace periods). Additionally, any default in the payment of any recourse indebtedness greater than or equal to $50,000 of the Operating Partnership will constitute an event of default under the ~~Notes.~~

Notes and the senior secured credit facility. Additionally, the senior secured credit facility contains a provision that any default on a payment of non-recourse indebtedness in excess of $150,000 is also a default of the senior secured credit facility.

At March 31, 2020, the Company was not in compliance with a covenant under the secured credit facility, which provides that the Company will not have more than $100,000 of cash on hand that constitutes borrowings on the secured line of credit. The Company has also determined that it is probable that it will fail to meet the minimum debt yield covenant under the senior secured credit facility in the third quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021. The minimum debt yield covenant provides that the ratio of the adjusted net operating income, as defined in the senior secured credit facility agreement, of the properties that secure the senior secured credit facility to the total outstanding balance on the senior secured credit facility must be greater than 10.0%. Violation of each covenant provides the lenders with the option to accelerate the maturity of the secured credit facility.

See Liquidity and Going Concern Considerationsin Note 1 – Organization and Basis of Presentationand Note 15 – Subsequent Eventsfor additional information.

Mortgages on Operating Properties

~~2019 Financings~~

In April 2019, the loan secured by Volusia Mall was refinanced to increase the principal balance to $50,000. In addition, the maturity date was extended to April 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the new loan were used to retire the $41,000 existing loan.

~~In May 2019, the Company exercised an option to extend the loan secured by The Outlet Shoppes at Laredo to May 2021. In conjunction with the amendment, a payment of~~ ~~$10,800~~ ~~was made to reduce the outstanding balance of the loan to~~ ~~$43,000. The noncontrolling interest partner in the joint venture funded its 35% share of the $10,800 payment.~~

~~2019~~2020 Loan Repayments

Date

Property

Interest

Rate at

Repayment Date

Scheduled

Maturity Date

Principal

Balance

Repaid ⁽¹⁾

February

Parkway Place

6.50%

July 2020

33,186

February

Valley View Mall

6.50%

July 2020

51,360

84,546

Date Property
Interest
Rate at
Repayment
Date

Scheduled
Maturity Date

Principal
Balance
Repaid
April
Honey Creek Mall ⁽¹⁾
8.00% July 2019 $ 23,539

(1)
~~(1)~~	The Company retired the ~~loan using proceeds~~loans with borrowings from ~~the refinancing~~its secured line of ~~the loan secured by Volusia Mall as well as proceeds from the sale of Honey Creek Mall.~~credit.

~~2019 Dispositions~~

~~The following is a summary~~

Table of ~~the Company's 2019 dispositions for which the fixed-rate loan secured by the mall was extinguished:~~

Transfer
Date

Interest
Rate at
Repayment
Date

Scheduled
Maturity Date

Balance of
Non-recourse
Debt

Gain on
Extinguishment
of Debt
Property
January
Acadiana Mall ⁽¹⁾
5.67% April 2017 $ 119,760
$ 61,795
January
Cary Towne Center ⁽²⁾
4.00% June 2018 43,716
9,927
$ 163,476
$ 71,722


~~(1)~~	~~The Company transferred title to the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property.~~


~~(2)~~	Contents ~~The Company sold the mall for~~ ~~$31,500~~ ~~and the net proceeds from the sale were used to satisfy a portion of the loan secured by the mall. The remaining principal balance was forgiven.~~

Scheduled Principal Payments

As of ~~June 30, 2019,~~March 31, 2020, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, including construction loans and ~~lines~~the secured line of credit, are as follows:

2020 ⁽¹⁾	$	118,560
2021		557,328
2022		465,455
2023		1,491,825
2024		341,398
2025		36,105
Thereafter		711,636
		3,722,307
Net unamortized discounts and premium		( 9,330	)
Unamortized deferred financing costs		( 15,232	)
Principal balance of loan secured by Lender Malls in default ⁽²⁾		91,947
Total mortgage and other indebtedness, net	$	3,789,692

2019 ⁽¹⁾
$ 139,396
2020 247,495
2021 548,799
2022 470,312
2023 1,268,787
2024 405,909
Thereafter 815,071
3,895,769
Unamortized discounts (10,340 )
Unamortized deferred financing costs (19,490 )
Total mortgage and other indebtedness, net $ 3,865,939

(1 )
~~(1)~~	Reflects payments for the fiscal period ~~July~~April 1, ~~2019~~2020 through December 31, ~~2019.~~2020.

( 2 )

Represents the aggregate principal balance as of March 31, 2020 of two non-recourse loans, secured by Greenbrier Mall and Hickory Point Mall, which were in default. The loans secured by Greenbrier Mall and Hickory Point Mall matured in December 2019.

Of the ~~$139,396~~$118,560 of scheduled principal payments in ~~2019, $98,256~~2020, $64,233 relates to the maturing principal balance of ~~three~~1 operating property ~~loans.~~

loan.

The Company’s mortgage and other indebtedness had a weighted-average maturity of ~~4.3~~3.5 years as of ~~June 30, 2019~~March 31, 2020 and 3.7 years as of December 31, ~~2018.~~

2019.

Note 9 – Mortgage and Other Notes Receivable

~~Each of the~~

The Company’s mortgage ~~notes~~note receivable is collateralized ~~by either a first mortgage, a second mortgage, or~~ by an assignment of 100% of the partnership interests that own the real estate assets. Other notes receivable include amounts due from tenants or government-sponsored districts and unsecured notes received from third parties as whole or partial consideration for property or investments.

Mortgage and other notes receivable consist of the following:

			As of March 31, 2020			As of December 31, 2019
	Maturity Date		Interest Rate	Balance		Interest Rate		Balance
Mortgages	Dec 2016	⁽¹⁾	3.48%	$	1,100		4.28% - 9.50%		$	2,637
Other Notes Receivable	Sep 2021- Apr 2026		4.00% - 5.00%		1,828		4.00% - 5.00%			2,025
				$	2,928				$	4,662

As of June 30, 2019 As of December 31, 2018

Maturity
Date

Interest
Rate
Balance
Interest
Rate
Balance
Mortgages:
Columbia Place Outparcel Feb 2022 5.00% $ 271
5.00% $ 283
One Park Place ⁽¹⁾
May 2022 5.00% —
5.00% 783
Village Square ⁽²⁾
Jul 2019 5.00% 1,130
4.00% 1,308
Other ⁽³⁾
Dec 2016 - Jan 2047 4.90% - 9.50% 2,512
5.01% - 9.50% 2,510
3,913
4,884
Other Notes Receivable:
ERMC Sep 2021 4.00% 1,837
4.00% 2,183
Southwest Theaters LLC Apr 2026 5.00% 576
5.00% 605
2,413
2,788

$ 6,326
$ 7,672

(1 )
~~(1)~~	~~The loan was retired in May 2019.~~


~~(2)~~	~~The note was amended to extend the maturity date subsequent to June 30, 2019. See~~ ~~Note 15~~ ~~for more information.~~


~~(3)~~	Includes a ~~$1,100~~$1,100 note with D'Iberville Promenade, LLC with a maturity date of December 2016, that is in default. This is secured by the joint venture ~~partner's~~partner’s interest in the joint venture.

Expected credit losses

As of March 31, 2020, the one mortgage note receivable is in default, but as noted above, the Company has a noncontrolling interest recorded related to the defaulting partner’s interest that serves as collateral on the note, and that amount is greater than the outstanding balance on the note. Based on this information, the Company did not record a credit loss for this class of receivables for the three months ended March 31, 2020.

During the three months ended March 31, 2020, the Company assessed each of its three note receivables factoring in credit quality indicators such as collection experience and future expectations of performance to determine whether a credit loss should be recorded. Based on this information, the Company wrote off the $1,230 note receivable associated with amounts due from a government sponsored district at The Shoppes at St. Clair. The Company did not record any other credit losses for this class of receivables for the three months ended March 31, 2020.

Table of Contents

Note 10 – Segment Information

The Company measures performance and allocates resources according to property type, which is determined based on certain criteria such as type of tenants, capital requirements, economic risks, leasing terms, and short and long-term returns on capital. Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments.

Information on the Company’s segments is presented as follows:

Three Months Ended March 31, 2020	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	153,351		$	14,223		$	167,574
Property operating expenses ⁽³⁾		( 52,098	)		( 3,267	)		( 55,365	)
Interest expense		( 18,147	)		( 28,845	)		( 46,992	)
Other expense		—			( 158	)		( 158	)
Gain (loss) on sales of real estate assets		( 25	)		165			140
Segment profit (loss)	$	83,081		$	( 17,882	)		65,199
Depreciation and amortization								( 55,902	)
General and administrative expense								( 17,836	)
Interest and other income								2,397
Loss on impairment								( 133,644	)
Income tax provision								( 526	)
Equity in earnings of unconsolidated affiliates								1,018
Net loss							$	( 139,294	)
Capital expenditures ⁽⁴⁾	$	18,056		$	2,276		$	20,332

Three Months Ended March 31, 2019	Malls			All Other ⁽¹⁾			Total
Revenues ⁽²⁾	$	183,864		$	14,166		$	198,030
Property operating expenses ⁽³⁾		( 57,181	)		( 4,494	)		( 61,675	)
Interest expense		( 23,190	)		( 30,808	)		( 53,998	)
Gain on sales of real estate assets		—			228			228
Segment profit (loss)	$	103,493		$	( 20,908	)		82,585
Depreciation and amortization								( 69,792	)
General and administrative expense								( 22,007	)
Litigation settlement								( 88,150	)
Interest and other income								489
Gain on extinguishment of debt								71,722
Loss on impairment								( 24,825	)
Income tax provision								( 139	)
Equity in earnings of unconsolidated affiliates								3,308
Net loss							$	( 46,809	)
Capital expenditures ⁽⁴⁾	$	28,024		$	115		$	28,139

Total Assets	Malls		All Other ⁽¹⁾		Total
March 31, 2020	$	3,998,280	$	723,035	$	4,721,315

December 31, 2019	$	4,180,515	$	441,831	$	4,622,346

Three Months Ended June 30, 2019 Malls
All Other ⁽¹⁾
Total
Revenues⁽²⁾
$ 170,976
$ 22,401
$ 193,377
Property operating expenses ⁽³⁾
(53,599 ) (3,379 ) (56,978 )
Interest expense (21,556 ) (30,926 ) (52,482 )
Other expense —
(34 ) (34 )
Gain on sales of real estate assets 2,478
3,049
5,527
Segment profit (loss) $ 98,299
$ (8,889 ) 89,410
Depreciation and amortization expense (64,478 )
General and administrative expense (14,427 )
Interest and other income 356
Loss on impairment (41,608 )
Income tax provision (813 )
Equity in earnings of unconsolidated affiliates 1,872
Net loss $ (29,688 )
Capital expenditures⁽⁴⁾
$ 31,560
$ 1,413
$ 32,973

Three Months Ended June 30, 2018 Malls
All Other⁽¹⁾
Total
Revenues ⁽²⁾
$ 195,942
$ 18,656
$ 214,598
Property operating expenses ⁽³⁾
(57,940 ) (4,102 ) (62,042 )
Interest expense (25,962 ) (28,241 ) (54,203 )
Other expense (35 ) (210 ) (245 )
Gain on sales of real estate assets —
3,747
3,747
Segment profit (loss) $ 112,005
$ (10,150 ) 101,855
Depreciation and amortization expense

(73,566 )
General and administrative expense

(13,490 )
Interest and other income

218
Loss on impairment (51,983 )
Gain on investment 387
Income tax benefit

2,235
Equity in earnings of unconsolidated affiliates 4,368
Net loss

$ (29,976 )
Capital expenditures⁽⁴⁾
$ 32,779
$ 5,043
$ 37,822

Six Months Ended June 30, 2019 Malls
All Other ⁽¹⁾
Total
Revenues⁽²⁾
$ 354,840
$ 36,567
$ 391,407
Property operating expenses ⁽³⁾
(110,780 ) (7,873 ) (118,653 )
Interest expense (44,746 ) (61,734 ) (106,480 )
Other expense —
(34 ) (34 )
Gain on sales of real estate assets 2,478
3,277
5,755
Segment profit (loss) $ 201,792
$ (29,797 ) 171,995
Depreciation and amortization expense (134,270 )
General and administrative expense (36,434 )
Litigation settlement expense (88,150 )
Interest and other income 845
Gain on extinguishment of debt 71,722
Loss on impairment (66,433 )
Income tax provision (952 )
Equity in earnings of unconsolidated affiliates 5,180
Net loss $ (76,497 )
Capital expenditures⁽⁴⁾
$ 59,584
$ 1,528
$ 61,112

Six Months Ended June 30, 2018 Malls
All Other ⁽¹⁾
Total
Revenues⁽²⁾
$ 396,657
$ 38,141
$ 434,798
Property operating expenses ⁽³⁾
(121,769 ) (8,126 ) (129,895 )
Interest expense (51,736 ) (56,234 ) (107,970 )
Other expense (84 ) (255 ) (339 )
Gain on sales of real estate assets —
8,118
8,118
Segment profit (loss) $ 223,068
$ (18,356 ) 204,712
Depreciation and amortization expense (145,316 )
General and administrative expense (31,794 )
Interest and other income 431
Loss on impairment (70,044 )
Gain on investment 387
Income tax benefit 2,880
Equity in earnings of unconsolidated affiliates 8,107
Net loss $ (30,637 )
Capital expenditures⁽⁴⁾
$ 67,081
$ 7,392
$ 74,473

Total Assets Malls
All Other ⁽¹⁾
Total
June 30, 2019 $ 4,610,847
$ 437,293
$ 5,048,140

December 31, 2018 $ 4,868,141
$ 472,712
$ 5,340,853

(1)
~~(1)~~	The All Other category includes associated centers, community centers, mortgage and other notes receivable, office buildings, self-storage facilities, corporate-level debt and the Management Company.

(2)
~~(2)~~	Management, development and leasing fees are included in the All Other category. See Note 3 for information on the Company's revenues disaggregated by revenue source for each of the above segments.

(3)
~~(3)~~	Property operating expenses include property operating, real estate taxes and maintenance and repairs.

(4)
~~(4)~~	~~Amounts include~~ Includes additions to and acquisitions of real estate assets and investments in unconsolidated affiliates. Developments in progress are included in the All Other category.

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Note 11 – Earnings per Share and Earnings per Unit

Earnings per Share of the Company

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS assumes the issuance of common stock for all potential dilutive common shares outstanding. The limited partners’ rights to convert their noncontrolling interests in the Operating Partnership into shares of common stock are not dilutive. There were no0 potential dilutive common shares and there were no0 anti-dilutive shares for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2020 and 2019.

Due to a net loss for the three and six month periods ended June 30, 2018, the computation of diluted EPS does not include contingently issuable shares due to their anti-dilutive nature. Had the Company reported net income for the three months ended June 30, 2018, the denominator for diluted EPS would have been 172,867, including 205 contingently issuable shares related to performance stock unit ("PSU") awards. Had the Company reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPS would have been 172,715, including 411 contingently issuable shares related to PSU awards.

Earnings per Unit of the Operating Partnership

Basic earnings per unit (“EPU”) is computed ~~by dividing~~using the two-class method. The two-class method is required when either (i) participating securities or (ii) multiple classes of common stock exists. The Operating Partnership’s special common units, and common units issued upon the conversion or redemption of special common units, meet the definition of participating securities as these units have the contractual right and obligation to share in the Operating Partnership’s net income (loss) and distributions. Under this approach net income (loss) attributable to common unitholders is reduced by the amount of distributions made (declared) to all common unitholders and by the amount of distributions that are required to be made (declared and undeclared) to special common unitholders. Distributed and undistributed earnings is subsequently divided by the weighted-average number of common and special common units outstanding for the ~~period.~~period to compute basic EPU for each unit. Undistributed losses are allocated 100 percent to common units, other than common units issued upon the conversion or redemption of special common units. The special common units, and common units issued upon the conversion or redemption of special common units, only participate in undistributed losses in the event of a liquidation. Diluted EPU is computed by considering either the two-class method or the if-converted method, whichever results in more dilution. The if-converted method assumes the issuance of common units for all potential dilutive special common units outstanding. Due to the loss position (negative earnings) of the Operating Partnership for the three month periods ended March 31, 2020 and 2019 all special common units, and common units issued upon the conversion or redemption of special common units, are antidilutive. The calculation of diluted EPU through the if-converted method would reduce the loss per share (as a result of an increase number of shares in the denominator) for the common units. Therefore in a loss position diluted EPU is equal to basic EPU. There were no0 potential dilutive common units and there were no0 anti-dilutive units other than the special common units, and common units issued upon the conversion or redemption of special common units, outstanding for the three month periods ended March 31, 2020 and 2019.

The following table presents basic and diluted EPU for common and special common units for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2020 and 2019.

	Three Months Ended March 31,
(In thousands, except per unit data)		2020			2019
Net Loss Attributable to Common Unitholders	$	( 150,310	)	$	( 57,957	)
Distributions to Common Unitholders - Declared Only		—			( 14,594	)
Distributions to Special Common Unitholders - Declared and Undeclared
Common units issued on conversion of SCUs		—			( 178	)
S-SCUs		( 1,143	)		( 1,143	)
L-SCUs		( 433	)		( 433	)
K-SCUs		( 844	)		( 844	)
Total Undistributed Losses Available to Common and Special Common Unitholders	$	( 152,730	)	$	( 75,149	)

Distributed Earnings:
Common units issued on conversion of SCUs		—		$	178
S-SCUs		1,143			1,143
L-SCUs		433			433
K-SCUs		844			844
Common Units		—			14,594

Undistributed Losses:
Common units issued on conversion of SCUs	$	—		$	—
S-SCUs		—			—
L-SCUs		—			—

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~~Due~~

K-SCUs		—			—
Common Units		( 152,730	)		( 75,149	)

Weighted Average:
Common units issued on conversion of SCUs		2,300			2,373
S-SCUs		1,561			1,561
L-SCUs		572			572
K-SCUs		1,137			1,137
Common Units		195,688			194,368

Basic EPS:
Common units issued on conversion of SCUs	$	—		$	0.08
S-SCUs		0.73			0.73
L-SCUs		0.76			0.76
K-SCUs		0.74			0.74
Common Units		( 0.78	)		( 0.31	)

Total Basic EPS	$	( 0.75	)	$	( 0.29	)

Diluted EPS:
Common units issued on conversion of SCUs	$	—		$	0.08
S-SCUs		0.73			0.73
L-SCUs		0.76			0.76
K-SCUs		0.74			0.74
Common Units		( 0.78	)		( 0.31	)

Total Diluted EPS	$	( 0.75	)	$	( 0.29	)

For additional information regarding the participation rights and minimum distributions relating to ~~a net loss~~the common and special common units, see Note 9. Shareholders’ Equity and Partners’ Capital and Note 10. Redeemable Interests and Noncontrolling Interests of the Company’s Annual Report on Form 10-K, as amended, for the ~~three and six month periods~~year ended June 30, 2018, the computation of diluted EPU does not include contingently issuable units due to their anti-dilutive nature. Had the Operating Partnership reported net income for the three months ended June 30, 2018, the denominator for diluted EPU would have been 199,972, including 205 contingently issuable units related to PSU awards. Had the Operating Partnership reported net income for the for the six months ended June 30, 2018, the denominator for diluted EPU would have been 200,142, including 411 contingently issuable units related to PSU awards.

December 31, 2019.

Note 12 – Contingencies

Litigation

In April 2019, the Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement ~~states~~stated that the Company ishad to set aside a common fund with a monetary and non-monetary value of $90,000 to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60,000. The Court granted final approval to the proposed settlement on August 22, 2019. Class members ~~will be~~are comprised of past and current tenants at certain of the Company's shopping centers that it owns or formerly owned during the class period, which ~~will extend~~extended from January 1, 2011 through the date of preliminary court ~~preliminary~~ approval. Class members who are past tenants and ~~make~~made a claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28,000), any incentive award to the class representative (up to a maximum of $50), and class administration costs (which are expected to not exceed $100), have or will be funded by the common fund, ~~but must be~~which has been approved by the ~~court.~~Court. Under the terms of the settlement agreement, the Company ~~will~~did not pay any dividends to holders of its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict the Company's ability to declare dividends payable in 2020 or in subsequent years. The Company recorded an accrued liability and corresponding litigation settlement expense of $88,150 in the three months ended March 31, 2019 related to the settlement agreement.

The Company reduced the accrued liability by $26,396, a majority of which was related to past tenants that did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts. The Company also reduced the accrued liability by $23,050 related to attorney and administrative fees that were paid pursuant to the settlement agreement. The Company also received document requests in the third quarter of 2019, in the form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave

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Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to cooperate in these matters.

Securities Litigation

The Company and certain of its officers and directors were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. Those cases were consolidated on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation , 1:19-cv-00149-JRG-CHS.

The complaints filed in the Securities Class Action Litigation allege violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s contingent liabilities, business, operations, and prospects during the periods of time specified above. The plaintiffs seek compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the amount of damages sought. The outcome of these legal proceedings cannot be predicted with certainty.

Certain of the Company’s current and former directors and officers have been named as defendants in nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al. , 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “ Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, September 5, 2019 and September 25, 2019, respectively, other shareholders filed three additional putative derivative complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al. , 1:19-cv-01185-LPS (the “ Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al. , 1:19-cv-01665-LPS (the “ Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al. , 1:19-cv-01800 (the “ Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation , 1:19-cv-01038-LPS (the " Consolidated Derivative Action"). On July 25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties to the Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al. , 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ Shebitz Derivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al., 2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al., 2020-0070-JTL, in the Delaware Chancery Court (the “ Kurup Derivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al., 1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “ Kemmer Derivative Action”); and on April 14, 2020, a shareholder filed a putative derivative complaint captioned Hebig v. Lebovitz, et al., 1:19-cv-00149-JRG-CHS, in the United States District Court for the Eastern District of Tennessee (the “ Hebig Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On October 7, 2019, the Court stayed the Shebitz Derivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation; the Company expects the Chatman, Kurup, Kemmer, and Hebig Derivative Actions to be stayed as well.

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The complaints filed in the Derivative Litigation allege, among other things, breaches of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the federal securities laws. The factual allegations upon which these claims are based are similar to the factual allegations made in the Securities Class Action Litigation, described above. The complaints filed in the Derivative Litigation seek, among other things, unspecified damages and restitution for the Company from the individual defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and internal procedures. The outcome of these legal proceedings cannot be predicted with certainty.

The Company's insurance carriers have been placed on notice of these matters.

estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

~~Securities Litigation~~

The Company and certain of its officers and directors have been named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. The first such lawsuit, captioned ~~Paskowitz v. CBL & Associates Properties, Inc., et al.~~, 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive. The second such lawsuit, captioned ~~Williams v. CBL & Associates Properties, Inc., et al.~~, 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive. The third such lawsuit, captioned ~~Merelles v. CBL & Associates Properties, Inc., et al.~~, 1:19-CV-00193, was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019. The Court consolidated these cases on July 17, 2019, under the caption ~~In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS. After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption~~ ~~In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00181-JRG-CHS, on August 2, 2019.~~

Certain of the Company’s current and former directors and officers have been named as defendants in three shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned ~~Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield~~ ~~Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, another shareholder filed a putative derivative complaint captioned~~ ~~Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS, also in the United States District Court for the District of Delaware (the “Cohen~~ ~~Derivative Action”), asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the~~ ~~Garfield~~ ~~Derivative Action and the~~ ~~Cohen~~ ~~Derivative Action on July 17, 2019, under the caption~~ ~~In re CBL & Associates Properties, Inc. Derivative Litigation~~, 1:19-cv-01038-LPS, and on July 19, 2019, the parties jointly moved to stay the case pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, another shareholder filed a putative derivative complaint captioned ~~Shebitz v. Lebovitz et al.~~, 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee, asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On July 17, 2019, the Court consolidated the ~~Garfield~~ ~~Derivative Action and the~~ ~~Cohen~~ ~~Derivative Action under the caption~~ ~~In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS. On July 25, 2019, the Court stayed these two actions pending resolution of an eventual motion to dismiss in the related Securities Class Action Litigation.~~

~~The Company's insurance carriers have been placed on notice of these matters.~~

Environmental Contingencies

The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such

environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition.

The Company has a master insurance policy that provides coverage through 2022 for certain environmental claims up to $10,000 per occurrence and up to $50,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.

Guarantees

The Operating Partnership may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on the Operating ~~Partnership’s~~Partnership's investment in the joint venture.

The Operating Partnership may receive a fee from the joint venture for providing the guaranty. Additionally, when the Operating Partnership issues a guaranty, the terms of the joint venture agreement typically provide that the Operating Partnership may receive indemnification from the joint venture partner or have the ability to increase its ownership interest. The guarantees expire upon repayment of the debt, unless noted otherwise.

The following table represents the Operating Partnership's guarantees of unconsolidated affiliates' debt as reflected in the accompanying condensed consolidated balance sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

	As of March 31, 2020									Obligation recorded to reflect guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership		Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		March 31, 2020		December 31, 2019
West Melbourne I, LLC - Phase I	50%	$	39,612	50%		$	19,806	Feb-2021	⁽²⁾	$	198	$	199
West Melbourne I, LLC - Phase II	50%		15,557	50%			7,779	Feb-2021	⁽²⁾		78		78
Port Orange I, LLC	50%		53,792	50%			26,896	Feb-2021	⁽²⁾		269		270
Ambassador Infrastructure, LLC	65%		9,360	100%			9,360	Aug-2020			101		101
Shoppes at Eagle Point, LLC	50%		35,189	35%	⁽³⁾		12,740	Oct-2020	⁽⁴⁾		127		127
EastGate Storage, LLC	50%		6,377	50%	⁽⁵⁾		3,250	Dec-2022			33		33
Self Storage at Mid Rivers, LLC	50%		5,803	50%	⁽⁶⁾		2,994	Apr-2023			30		30
Parkdale Self Storage, LLC	50%		4,878	100%	⁽⁷⁾		6,500	Jul-2024			65		65
Hamilton Place Self Storage, LLC	54%		2,485	100%	⁽⁸⁾		7,002	Sep-2024			70		70
Atlanta Outlet JV, LLC	50%		4,680	100%	⁽⁹⁾		4,680	Nov-2023			—		—
Louisville Outlet Shoppes, LLC	50%		9,182	100%	⁽¹⁰⁾		9,182	Jul-2020			—		—
Total guaranty liability										$	971	$	973

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As of June 30, 2019 Obligation Recorded to
Reflect Guaranty
Unconsolidated
Affiliate Company's
Ownership
Interest Outstanding
Balance Percentage
Guaranteed
by the
Operating
Partnership Maximum
Guaranteed
Amount
Debt
Maturity
Date ⁽¹⁾
6/30/2019 12/31/2018
West Melbourne I, LLC
- Phase I ⁽²⁾
50% $ 40,197
50 % $ 20,099
Feb-2021 $ 201
$ 203
West Melbourne I, LLC
- Phase II ⁽²⁾
50% 15,827
50 % 7,914
Feb-2021 79
80
Port Orange I, LLC 50% 54,629
50 % 27,315
Feb-2021 273
280
Ambassador
Infrastructure, LLC
65% 10,050
100 % 10,050
Aug-2020 101
106
Shoppes at
Eagle Point, LLC
50% 35,189
35 %
⁽³⁾
12,740
Oct-2020
⁽⁴⁾
127
364
EastGate Storage, LLC 50% 6,000
50 %
⁽⁵⁾
3,000
Dec-2022 32
65
Self-Storage at
Mid Rivers, LLC
50% 5,434
50 %
⁽⁶⁾
2,717
Apr-2023 30
60
Parkdale Self Storage, LLC 50% —
100 %
⁽⁷⁾
6,500
Jul-2024 —
—
Total guaranty liability $ 843
$ 1,158

(1)
~~(1)~~	Excludes any extension options.

(2)
~~(2)~~	~~The loan is secured by Hammock Landing - Phase I and Hammock Landing - Phase II, respectively.~~ These loans have 2 one-year extension options at the joint venture’s election.

(3)
~~(3)~~	The guaranty is for a fixed amount of ~~$12,740~~$12,740 throughout the term of the loan, including any extensions.

(4)
~~(4)~~	The loan has 1 two-year~~one~~ ~~two-year~~ extension option, at the joint venture's election, for an outside maturity date of October 2022.

(5)
~~(5)~~	The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(6)
~~(6)~~	The Company received a 1% fee for the guaranty when the loan was issued in April 2018. The guaranty was reduced to 50% once construction was completed during the second quarter of 2019. The guaranty may be further reduced to 25% once certain debt and operational metrics are met.

(7)
~~(7)~~	Parkdale Self Storage, LLC, a 50/50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to ~~$6,500~~$6,500 for the development of a climate controlled self-storage facility adjacent to Parkdale Mall in Beaumont, TX. The Operating Partnership has a joint and several guaranty with its 50/50/50 partner. Therefore, the maximum guarantee is 100% of the loan.

(8)

Hamilton Place Self Storage, LLC, a 54/46 joint venture, closed on a construction loan with a total borrowing capacity of up to $7,002 for the development of a climate controlled self-storage facility adjacent to Hamilton Place in Chattanooga, TN. The Operating Partnership has guaranteed 100% of the construction loan, but it has a back-up guaranty with its joint venture partner for 50% of the construction loan.

(9)	In December 2019, the Company deconsolidated this entity.

(10)	In November 2019, the Company deconsolidated this entity.

The Company has guaranteed the lease performance of York Town Center, LP ("YTC"), an unconsolidated affiliate in which the Company owns a 50% interest, under the terms of an agreement with a third party that owns property as part of York Town Center. Under the terms of that agreement, YTC is obligated to cause performance of the third party’s obligations as landlord under its lease with its sole tenant, including, but not limited to, provisions such as co-tenancy and exclusivity requirements. Should YTC fail to cause performance, then the tenant under the third party landlord’s lease may pursue certain remedies ranging from rights to terminate its lease to receiving reductions

in rent. The Company has guaranteed YTC’s performance under this agreement up to a maximum of $22,000, which decreases by $800 annually until the guaranteed amount is reduced to $10,000. The ~~guaranty expires on December 31, 2020. The~~ maximum guaranteed obligation was ~~$12,400~~$11,600 as of ~~June 30, 2019.~~March 31, 2020. The Company entered into an agreement with its joint venture partner under which the joint venture partner has agreed to reimburse the Company 50% of any amounts it is obligated to fund under the guaranty. The Company did not include an obligation for this guaranty because it determined that the fair value of the guaranty was not material as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018.~~

2019.

Expected credit losses

During the three months ended March 31, 2020, the Company evaluated each guarantee individually by looking at the debt service ratio, cash flow forecasts and the performance of each loan. The result of the analysis was that each loan is current and performing, and if applicable, none of the loans that are guaranteed by the Company are in violation of their debt covenants, each operating property has positive cash flows that are sufficient to cover debt service and forecasted cash flows for each operating property do not indicate that there is more than a remote probability that the Company will be required to perform under each guaranty. Historically, the Company has not had to perform on any of its guarantees of unconsolidated affiliates’ debt. Based on current and future conditions, the Company does not expect to have to perform, and therefore did not record a credit loss for the three months ended March 31, 2020.

Performance Bonds

The Company has issued various bonds that it would have to satisfy in the event of non-performance. The total amount outstanding on these bonds was ~~$15,824~~$6,384 and ~~$16,003~~$13,660 at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Note 13 – Share-Based Compensation

As of ~~June 30, 2019,~~March 31, 2020, the Company has outstanding awards under the CBL & Associates Properties, Inc. 2012 Stock Incentive Plan ("the 2012 Plan"), which was approved by the Company's shareholders in May 2012. The 2012 Plan permits the Company to issue stock options and common stock to selected officers, employees and non-employee directors of the Company up to a total of 10,400,000 shares. As the primary operating subsidiary of the Company, the Operating Partnership participates in and bears the compensation expense associated with the Company's share-based compensation plan.

Restricted Stock Awards

The Company may make restricted stock awards to independent directors, officers and its employees under the 2012 Plan. These awards are generally granted based on the performance of the Company and its employees. None of these awards have performance requirements other than a service condition of continued employment, unless otherwise provided. Compensation expense is recognized on a straight-line basis over the requisite service period.

Share-based compensation expense related to the restricted stock awards was ~~$546~~$1,144 and ~~$709~~$1,713 for the three months ended ~~June 30,~~March 31, 2020 and 2019,~~and2018, respectively, and $2,259 and $2,476 for the six months ended June 30, 2019 and 2018,~~ respectively. Share-based compensation cost capitalized as part of real estate assets was ~~$27~~$7 and ~~$102~~$14 for the three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018, respectively, and $41 and $224 for the six months ended June 30,~~ 2019, ~~and 2018,~~ respectively.

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A summary of the status of the Company’s nonvested restricted stock awards as of ~~June 30, 2019,~~March 31, 2020, and changes during the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, is presented below:

	Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2020		971,846		$	5.16
Granted		1,628,397		$	0.86
Vested		( 1,051,783	)	$	2.86
Forfeited		( 4,852	)	$	5.81
Nonvested at March 31, 2020		1,543,608		$	2.19

Shares
Weighted-Average
Grant Date
Fair Value
Nonvested at January 1, 2019 875,497
$ 7.99
Granted 855,681
$ 2.23
Vested (744,574 ) $ 5.11
Forfeited (8,158 ) $ 6.29
Nonvested at June 30, 2019 978,446
$ 5.16

As of ~~June 30, 2019,~~March 31, 2020, there was ~~$4,142~~$3,165 of total unrecognized compensation cost related to nonvested stock awards granted under the plans, which is expected to be recognized over a weighted-average period of 2.6 years.

Long-Term Incentive Program

In 2015, the Company adopted a long-term incentive program ("LTIP") for its named executive officers, which consists of performance stock unit ("PSU") awards and annual restricted stock awards, that may be issued under the 2012 Plan. The number of shares related to the PSU awards that each named executive officer may receive upon the conclusion of a three-year performance period is determined based on the Company's achievement of specified levels of long-term total stockholder return ("TSR") performance relative to the National Association of Real Estate Investment Trusts ("NAREIT") Retail Index, provided that at least a "Threshold" level must be attained for any shares to be earned.

Beginning with the 2018 PSUs, two-thirds of the quantitative portion of the award over the performance period ~~will be~~is based on the achievement of TSR relative to the NAREIT Retail Index while the remaining ~~one-third will be~~one -third is based on the achievement of absolute TSR metrics for the Company. ToBeginning with the 2018 PSU grant, to maintain compliance with ~~the~~a 200,000 share annual equity grant limit ~~under~~(the “Section 162(m) Grant Limit”) that was included in the 2012 Plan ~~beginning with~~to satisfy the ~~2018 PSU grant,~~“qualified performance-based compensation” exception to the deduction limits for certain executive compensation under Section 162(m) of the Code, to the extent that a grant of PSUs could result in the issuance of a number of shares of common stock at the conclusion of the performance period that, when coupled with the number of shares of time-vesting restricted stock granted in the same year the PSUs were granted, would exceed ~~the annual~~such limit, any such excess will be converted to a cash bonus award with a value equivalent to the number of shares of common stock constituting such excess times the average of the high and low trading prices reported for CBL's common stock on the date such shares would otherwise have been issuable.

In conjunction with the February 2020 approval of the 2020 LTIP grants for the named executive officers, the 2012 Stock Incentive Plan was amended to remove the Section 162(m) Grant Limit, which no longer served its original purpose because the “qualified performance-based compensation” exception to the Section 162(m) deduction limits was repealed by the 2017 tax reform legislation. However, NYSE rules also include an annual equity grant limit which effectively limits the number of shares that can be subject to stock awards to any individual named executive officer, without additional shareholder approval, to one percent ( 1%) of the total number of outstanding shares of the Company’s Common Stock (the “NYSE Annual Grant Limit”). To maintain NYSE compliance following elimination of the Section 162(m) Grant Limit, the Company’s Compensation Committee revised PSU awards under the LTIP, beginning in 2020, to provide that if a grant of PSUs could result in the issuance of a number of shares to a named executive officer at the conclusion of the 3-year performance period that would exceed the NYSE Annual Grant Limit, when coupled with the number of shares subject to other stock awards (e.g., the time-vesting restricted stock component of the LTIP) issued in the same year that such PSUs were issued, any such excess will instead be converted to a cash bonus award, while remaining subject to vesting conditions as described below.

Any such portion of the value of the 2018 PSUs, the 2019 PSUs or the ~~2019~~2020 PSUs earned payable as a cash bonus will be subject to the same vesting provisions as the issuance of common stock pursuant to the ~~PSUs and is not expected to be significant.~~PSUs. In addition, to the extent any cash is to be paid, the cash will be paid first relative to the vesting schedule, ahead of the issuance of shares of common stock with respect to the balance of PSUs earned.

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Annual Restricted Stock Awards

Under the LTIP, annual restricted stock awards consist of shares of time-vested restricted stock awarded based on a qualitative evaluation of the performance of the Company and the named executive officer during the fiscal year. Annual restricted stock awards under the LTIP, which are included in the totals reflected in the preceding table, vest 20% on the date of grant with the remainder vesting in ~~four~~4 equal annual installments.

Performance Stock Units

A summary of the status of the Company’s PSU activity as of ~~June 30, 2019,~~March 31, 2020, and changes during the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, is presented below:

	PSUs		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2020		1,766,580	$	2.96
2020 PSUs granted ⁽¹⁾		3,408,083	$	0.84
Outstanding at March 31, 2020 ⁽²⁾		5,174,663	$	1.56

PSUs
Weighted-Average
Grant Date
Fair Value
Outstanding at January 1, 2019 910,911
$ 4.67
2019 PSUs granted ⁽¹⁾
1,103,537
$ 2.40
Outstanding at June 30, 2019 ⁽²⁾
2,014,448
$ 3.42

(1)
~~(1)~~	Includes ~~566,862~~211,375 shares classified as a liability due to the potential cash component described above.

( 2 )
~~(2)~~	~~None~~ NaN of the PSUs outstanding at ~~June 30, 2019~~March 31, 2020 were vested.

Shares earned pursuant to the PSU awards vest 60% at the conclusion of the performance period while the remaining 40% of the PSU award vests 20% on each of the first two anniversaries thereafter.

Compensation cost is recognized on a tranche-by-tranche basis using the accelerated attribution method. The resulting expense, for awards classified as equity, is recorded regardless of whether any PSU awards are earned as long as the required service period is met.

The fair value of the potential cash component related to the ~~2019~~2020 PSUs is measured at each reporting period, using the same methodology as was used at the initial grant date, and classified as a liability on the condensed consolidated balance sheet as of ~~June 30, 2019~~March 31, 2020 with an adjustment to compensation expense. If the performance criterion is not satisfied at the end of the performance period for the ~~2019~~2020 PSUs, previously recognized compensation expense related to the liability-classified awards would be reversed as there would be no value at the settlement date.

Share-based compensation expense related to the PSUs was ~~$443~~$478 and ~~$533~~$426 for the three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $869 and $952 for the six months ended June 30, 2019 and 2018,~~ respectively. Unrecognized compensation costs related to the PSUs was ~~$3,304~~$4,678 as of ~~June 30, 2019,~~March 31, 2020, which is expected to be recognized over a weighted-average period of ~~4.0~~4.1 years.

The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs:

	2020 PSUs			2019 PSUs			2018 PSUs
Grant date	February 10, 2020			February 11, 2019			February 12, 2018
Fair value per share on valuation date ⁽¹⁾	$	0.84		$	4.74		$	4.76
Risk-free interest rate ⁽²⁾		1.39	%		2.54	%		2.36	%
Expected share price volatility ⁽³⁾		57.98	%		60.99	%		42.02	%

2019 PSUs 2018 PSUs 2017 PSUs
Grant date February 11, 2019 February 12, 2018 February 7, 2017
Fair value per share on valuation date ⁽¹⁾
$ 4.74
$ 4.76
$ 6.86

Risk-free interest rate ⁽²⁾
2.54 % 2.36 % 1.53 %
Expected share price volatility⁽³⁾
60.99 % 42.02 % 32.85 %

( 1)

~~(1)~~

The value of the PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over a three-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the payoff of the award is also risk-free. The weighted-average fair value per share related to the ~~2019~~2020 PSUs classified as equity consists of ~~357,800~~2,131,245 shares at a fair value of ~~$2.45~~$0.88 (which relate to relative TSR) and ~~178,875~~1,065,463 shares at a fair value of ~~$2.29~~$0.75 per share (which relate to absolute TSR). The weighted-average fair value per share related to the ~~2018~~2019 PSUs classified as equity consists of ~~240,164~~357,800 shares at a fair value of ~~$3.13~~$2.45 per share (which relate to relative TSR) and ~~$120,064~~178,875 shares at a fair value of ~~$1.63~~$2.29 per share (which relate to absolute TSR).

(2)
~~(2)~~	The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the respective grant date listed above.

( 3)

~~(3)~~

The computation of expected volatility was based on a blend of the historical volatility of CBL's shares of common stock based on annualized daily total continuous returns over a five-year period for the 2020 PSUs and a three-year period for the 2019 and 2018 PSUs and implied volatility data based on the trailing month average of daily implied volatilities implied by stock call option contracts that were both closest to the terms shown and closest to the money.

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Note 14 – Noncash Investing and Financing Activities

The Company’s noncash investing and financing activities were as follows:

	Three Months Ended March 31,
	2020			2019
Accrued dividends and distributions payable	$	—		$	17,191
Additions to real estate assets accrued but not yet paid		19,478			19,757
Transfer of real estate assets in settlement of mortgage debt obligations:
Decrease in real estate assets		—			( 60,059	)
Decrease in mortgage and other indebtedness		—			124,111
Decrease in operating assets and liabilities		—			9,333
Decrease in intangible lease and other assets		—			( 1,663	)
Conversion of Operating Partnership units to common stock		21,051			—
Increase (decrease) in lease liabilities arising from right-of-use assets		( 200	)		4,024

Six Months Ended
June 30,
2019 2018
Accrued dividends and distributions payable $ 2,420
$ 41,656
Additions to real estate assets accrued but not yet paid 26,572
23,318
Conversion of Operating Partnership units for common stock —
3,059
Lease liabilities arising from obtaining right-of-use assets 4,042
—
Deconsolidation upon contribution/assignment of interests in joint venture: ⁽¹⁾

Decrease in real estate assets (566 ) (587 )
Increase in investment in unconsolidated affiliates 999
974
Transfer of real estate assets in settlement of mortgage debt obligation:
Decrease in real estate assets (60,059 ) —
Decrease in mortgage and other indebtedness 124,111
—
Decrease in operating assets and liabilities 9,333
—
Decrease in intangible lease and other assets (1,663 ) —


~~(1)~~	~~See~~ ~~Note 7~~ ~~for additional information.~~

Note 15 – Subsequent Events

~~In July 2019,~~

Subsequent to March 31, 2020, the United States continues to be severely impacted by the COVID-19 pandemic and by the economic effects of government responses, such as “stay-at-home” orders and various restrictions on certain business activities, which have materially disrupted the economy. The Company has received rent relief requests from a majority of its tenants at its properties, most often in the form of rent deferral requests, as a result of COVID-19. The Company is evaluating each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests will ultimately result in the Company ~~closed on~~granting any form of rent or other relief, nor does it plan to forgo its contractual rights under its lease agreements in connection with any such requests. While the ~~sale~~Company is not able to estimate the impact of the ~~office building~~COVID-19 pandemic at ~~850 Greenbrier Circle, located in Chesapeake, VA. The property was sold for a gross price of $10,500.~~

this time, the pandemic could materially affect its future financial and operational results.

In ~~July 2019,~~May 2020, the lender notified the Company ~~closed on the sale of a Kroger parcel at Foothills Plaza, located in Maryville, TN. The property was sold for a gross price of $2,350.~~

~~In July 2019, the Company closed on the sale of the Forum at Grandview, located in Madison, MS. The property was sold for a gross price of $31,750.~~

~~In July 2019, the Company closed on the sale of the Barnes & Noble parcel, located in High Point, NC. The property was sold for a gross price of $2,000.~~

~~In July 2019, the lender foreclosed on~~that the loan secured by ~~Triangle Town Center.~~

~~In August 2019,~~EastGate Mall was in default because the ~~Village Square note receivable~~April 2020 debt service payment was ~~amended~~not made.

The Company elected to ~~extend~~not make the $11,813 Interest Payment due and payable on June 1, 2020, with respect to the Operating Partnership’s 5.25% senior unsecured notes due 2023. Under the indenture governing the 2023 Notes, the Operating Partnership has a 30-day grace period to make the Interest Payment before the nonpayment is considered an event of default with respect to the 2023 Notes. Any event of default under the 2023 Notes for nonpayment of the Interest Payment would also be considered an event of default under the Operating Partnership’s senior secured credit facility, which could lead to an acceleration of amounts due under the facility. Further, if the trustee for the 2023 Notes should exercise its right to accelerate the maturity ~~date~~of the full balance owed on the 2023 Notes as a result of such an event of default, that would also constitute an event of default under the Operating Partnership’s 4.60% senior unsecured notes due 2024 and the Operating Partnership’s 5.95% senior notes due 2026, which could lead to ~~September 30, 2019.~~

the acceleration of all amounts due under those notes. The Company has elected to enter the 30-day grace period with respect to the Interest Payment in order to advance discussions with its lenders and explore alternative strategies. The Company was notified by the administrative agent of the senior secured credit facility that the failure to make the Interest Payment constitutes a default under the senior secured credit facility and that, if not cured within the applicable 30-day grace period, it will be an event of default under the senior secured credit facility. The Company could prevent an event of default if it paid the Interest Payment prior to the expiration of the 30-day grace period or if it reached an alternative arrangement with the holders of the 2023 Notes ..

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ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the condensed consolidated financial statements. In this discussion, the terms “we,” “us” and “our” refer to the Company or the Company and the Operating Partnership collectively, as the text requires.

Certain statements made in this section or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. Currently, one of the most significant factors that could cause actual outcomes to differ materially from our forward-looking statements is the potential adverse effect of the COVID-19 pandemic, and federal, state, and/or local regulatory guidelines to control it, on our financial condition, operating results and cash flows, our tenants and their customers, the real estate market in which we operate, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the direct and indirect economic effects of the pandemic and containment measures, and potential changes in consumer behavior, among others. In addition to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, ~~2018,~~2019, and in Part II, Item 1A of this report, such known risks and uncertainties, many of which may be influenced by the COVID-19 pandemic, include, without limitation:

•

general industry, economic and business conditions;

~~general industry, economic and business conditions;~~

•

interest rate fluctuations;

~~interest rate fluctuations;~~

•

costs and availability of capital, including debt, and capital requirements;

•

costs and availability of real estate;

•

inability to consummate acquisition opportunities and other risks associated with acquisitions;

•

competition from other companies and retail formats;

•

changes in retail demand and rental rates in our markets;

•

shifts in customer demands including the impact of online shopping;

•

tenant bankruptcies or store closings;

•

changes in vacancy rates at our properties;

•

changes in operating expenses;

•

changes in applicable laws, rules and regulations;

•

sales of real property;

•

uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the recent COVID-19 pandemic;

•

cyber-attacks or acts of cyber-terrorism;

Table of ~~capital, including debt, and capital requirements;~~Contents

•

changes in , or withdraw al of, the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;

~~costs and availability of real estate;~~

•

the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business; and

~~inability to consummate acquisition opportunities and other risks associated with acquisitions;~~

•

other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report.

~~competition from other companies and retail formats;~~

~~changes in retail demand and rental rates in our markets;~~

~~shifts in customer demands including the impact of online shopping;~~

~~tenant bankruptcies or store closings;~~

~~changes in vacancy rates at our properties;~~

~~changes in operating expenses;~~

~~changes in applicable laws, rules and regulations;~~

~~sales of real property;~~

~~cyber-attacks or acts of cyber-terrorism;~~

~~changes in the credit ratings of the Operating Partnership's senior unsecured long-term indebtedness;~~

~~other risks referenced from time to time in filings with the SEC and those factors listed or incorporated by reference into this report.~~

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

EXECUTIVE OVERVIEW

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office and ~~office~~other properties. See Note 1to the condensed

consolidated financial statements for information on our property interests as of ~~June 30, 2019.~~March 31, 2020. We have elected to be taxed as a REIT for federal income tax purposes.

On March 11, 2020, the World Health Organization classified COVID-19 as a pandemic. Due to the extraordinary governmental actions taken to contain COVID-19, we are unable to predict the full extent of the pandemic’s impact on our results of operations for the remainder of 2020. As a result, we previously withdrew our full-year 2020 same-center NOI and FFO per share, as adjusted, guidance and underlying assumptions and do not plan to reinstate full-year 2020 guidance until there is further clarity on the impact of the pandemic.

In response to local and state mandated closures, our entire portfolio, except for a few properties, closed. Beginning in late April, certain government agencies have begun allowing the re-opening of certain properties with specified health and safety restrictions or solely for curbside service. As of May 25, 2020, all but three of our malls had re-opened including twelve properties that were offering curbside or exterior only service. The safety and health of our customers, employees and tenants remains a top priority. With each re-opening, we instituted a comprehensive re-opening plan that includes strict procedures and guidelines for our employees, tenants and property visitors based on Centers for Disease Control and Prevention (“CDC”) and other health agency recommendations.

The majority of our tenants requested rent relief, either in the form of rent deferrals or abatements. We have placed a number of tenants in default for non-payment of rent. For the month of April, we received approximately 27% of billed cash rents. We estimate a collection rate for the month of May in the range of 25-30% based on preliminary cash receipts and conversations with retailers. We still anticipate a significant portion of April and May rents will be collected later in 2020 and into 2021 under agreed upon deferral plans and, to a lesser degree, certain rents may be abated. However, negotiations are ongoing, and it is premature to estimate a recovery rate at this time.

In addition, the negative impact of COVID-19 has resulted in certain retailers filing for bankruptcy. JCPenney recently filed for Chapter 11 bankruptcy protection and announced their plan to close approximately 30% of their owned and leased stores and pursue rent reductions for stores that would stay open. As of March 31, 2020, JCPenney had 47 stores in our portfolio comprising approximately $13.1 million in gross annual rent. Based on preliminary discussions with JCPenney, we anticipate up to eight owned or leased stores in our portfolio may close comprising $2.1 million of gross annual rent. JCPenney has also requested significant rent abatement and reductions for their remaining stores. We are in early discussions with JCPenney and are unable to predict the outcome at this time.

We implemented a full financial COVID-19 response to improve liquidity and reduce costs. These significant actions included drawing $280 million on our secured line of credit, eliminating all non-essential expenditures, implementing a company-wide furlough and salary reduction program and delaying and suspending capital expenditures, including redevelopment investments. See the "Liquidity and Capital Resources"section for more information.

As discussed in “Note 1 – Organization and Basis of Presentation” to the condensed consolidated financial statements and in “Liquidity and Capital Resources” herein, we are in violation of a covenant under our secured credit facility and it is probable that we will fail to meet another covenant in the third quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021. These factors raise substantial doubt about our ability to continue as a going concern within one year of the date that our condensed consolidated financial statements are issued.

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We have engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist us in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of our debt including (i) the senior secured credit facility, which includes a revolving facility with a balance of $675 .9 million and term loan with a balance of $456 .3 million as of March 31, 2020, that matures in July 2023 and (ii) the Notes with balances of $450 .0 million , $300 .0 million , and $625 .0 million , as of March 31, 2020, that mature in December 2023, October 2024 and December 2026, respectively, as well as the cumulative unpaid dividends on our preferred stock and the special common units of limited partnership interest in the Operating Partnership. The Advisors recently commenced discussions with advisors to certain holders of theN otes and the credit committee of the senior secured credit facility .We may pursue a comprehensive solution that includes a potential exchange of debt with the holders of the Notes, addressing our preferred stock and the special common units of limited partnership interest in the Operating Partnership, amendments to the financial covenants under the senior secured credit facility and the Notes and other options that may result in the reorganization of the Company.

We elected to not make the $11.8 million Interest Payment due and payable on June 1, 2020, with respect to the 5.25% senior unsecured notes due 2023 (the “2023 Notes”). Under the indenture governing the 2023 Notes, we have a 30-day grace period to make the Interest Payment before the nonpayment is considered an event of default with respect to the 2023 Notes. Any event of default under the 2023 Notes for nonpayment of the Interest Payment would also be considered an event of default under the senior secured credit facility, which could lead to an acceleration of amounts due under the facility. Further, if the trustee for the 2023 Notes should exercise its right to accelerate the maturity of the full balance owed on the 2023 Notes as a result of such an event of default, that would also constitute an event of default under the 4.60% senior unsecured notes due 2024 and the 5.95% senior notes due 2026, which could lead to the acceleration of all amounts due under those notes. We have elected to enter the 30-day grace period with respect to the Interest Payment in order to advance discussions with the lenders and explore alternative strategies.

We had a net loss for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 of ~~$(29.7)~~$139.3 million ~~and $(76.5) million, respectively,~~ compared to a net loss for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 of ~~$(30.0) million and $(30.6) million, respectively.~~$46.8 million. We recorded a net loss attributable to common shareholders for the three ~~and six~~ months ended ~~June 30, 2019~~March 31,2020 of ~~$(35.4)~~$133.9 million ~~and $(85.6) million, respectively,~~ compared to a net loss for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 of ~~$(35.0) million and $(45.3) million, respectively. For~~$50.2 million. Significant items that affected the three month period, earnings from Comparable Properties (defined below) were down primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019. This decline was offset by a lower loss on impairment as compared tocomparability between the prior period. The decline for the six month period was primarily due to lower earnings from Comparable Properties (defined below) due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019. Also contributing to the decline was theperiods include litigation settlement expense of $88.2 million ~~that was recognized in the first quarter of 2019, which was partially offset by gains~~and gain on extinguishment of debt of $71.7 million ~~that were also recorded~~ in the ~~first quarter~~three months ended March 31, 2019 and loss on impairment that is $108.8 million higher in the three months ended March 31, 2020 as compared to the prior year period. Additionally, the operating results of ~~2019.~~

~~During~~our Properties declined further during the ~~second quarter, Ascena announced~~three months ended March 31, 2020 due to the ongoing challenges in the retail environment that ~~it would be closing all its dressbarn stores at~~resulted in store closures and rental reductions for tenants with high occupancy costs, including tenants that declared bankruptcy in 2019 and 2020. Also, the ~~end~~majority of ~~2019. We have 12 dressbarn stores in~~ our portfolio that account for $1.3 million in annual rents. Additionally, Charming Charlie announced that it was closing all of its stores August 31, 2019. We have 11 stores in our portfolio that account for $0.9 million in annual rents.

~~Quarterly results were in-line with our expectations. Lease spreads improved and same-center sales increased over 4%~~closed during the second quarter. We have 24 replacements committed, under construction or open for the 40 closed anchors in our portfolio, demonstrating tremendous progress on our anchor replacement program. This program will help stabilize our income as we replace lost revenues, mitigate co-tenancy exposure and deliver new uses that drive traffic and strengthen the entire property. See the ~~"Liquidity and Capital Resources"~~ ~~section for information on our development, expansion and redevelopment projects as of June 30, 2019.~~

~~We continue~~March due to strengthen our balance sheet by extending our maturity schedule. In January 2019, we replaced all of our unsecured lines of credit and unsecured term loans with a new $1.185 billion secured credit facility, which is comprised of a $685.0 million line of credit and a fully funded $500.0 million term loan. With this closing, we have addressed our significant debt maturities for 2019 and have addressed all of our unsecured debt maturities until 2023. See ~~"Liquidity and Capital Resources"~~ ~~for more information on financing activity.~~

In March 2019, our Board of Directors approved the structure of a settlement in a class action lawsuit. We have denied, and continue to deny, any wrongdoing and believe that our actions at all times have been proper and lawful. However, given the class certification, the accelerated trial schedule, the inherent risk of any trial, and the potential cost of an adverse resolution of the litigation, we believed that a settlement was in the Company's best interest and in the best interests of our shareholders. We recognized litigation settlement expense of $88.2 million during the first quarter as a result of the settlement. See ~~Note 12~~government mandates related to the ~~condensed consolidated financial statements for more information.~~

We continue to capitalize on opportunities to raise attractively priced capital from non-core assets, as evidenced by the $120.0 million in gross asset sales that have been completed year-to-date. This combined with our estimated free cash flowimpact of ~~over $200.0 million provides liquidity to invest in our redevelopment program.~~

COVID-19.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income (loss) to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Incomein ““Results of ~~Operations~~Operations.”.” For a description of FFO, a reconciliation from net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see "Non-GAAP Measure - Funds from Operations."

RESULTS OF OPERATIONS

Properties that were in operation for the entire year during ~~2018~~2019 and the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 are referred to as the “Comparable Properties.” Since January 1, ~~2018,~~2019, we have opened ~~two~~one self-storage ~~facilities~~facility, deconsolidated three outlet centers and ~~one community center as follows:~~

disposed of ten properties:

Properties Opened

Property	Location	Date Opened

~~Property~~	~~Location~~	~~Date Opened~~
~~EastGate Mall - CubeSmart Self-storage~~ ⁽¹⁾	~~Cincinnati, OH~~	~~September 2018~~
~~The Shoppes at Eagle Point~~ ⁽¹⁾	~~Cookeville, TN~~	~~November 2018~~
Mid Rivers Mall -– CubeSmart Self-storage ⁽¹⁾	St. Peters, MO	January 2019

(1)
~~(1)~~	~~Each of these properties~~ This property is owned by a 50/50 joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.

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Deconsolidations

Property	Location	Date of Deconsolidation
The Outlet Shoppes at Atlanta ⁽¹⁾	Woodstock, GA	December 2019
The Outlet Shoppes at El Paso ⁽¹⁾	El Paso, TX	August 2019
The Outlet Shoppes of the Bluegrass ⁽¹⁾	Simpsonville, KY	November 2019

(1)

This property is owned by a joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.

Dispositions

Property	Location	Sales Date
850 Greenbrier Circle	Chesapeake, VA	July 2019
Acadiana Mall	Lafayette, LA	January 2019
Barnes & Noble parcel	High Point, NC	July 2019
Cary Towne Center	Cary, NC	January 2019
Courtyard by Marriott at Pearland Town Center	Pearland, TX	June 2019
Dick’s Sporting Goods at Hanes Mall	Winston-Salem, NC	September 2019
The Forum at Grandview	Madison, MS	July 2019
Honey Creek Mall	Terre Haute, IN	April 2019
Kroger at Foothills Plaza	Maryville, TN	July 2019
The Shoppes at Hickory Point	Forsyth, IL	April 2019

Non-core properties are defined as Excluded Malls - see definition that follows under "Operational Review."

Comparison of the Three Months Ended ~~June 30, 2019~~ March 31, 2020 to the Three Months Ended ~~June 30, 2018~~

March 31, 2019

Revenues

	Total for the Three Months Ended March 31,							Comparable Properties
	2020		2019		Change			Core			Non-core			Deconsolidation			Dispositions			Total Change
Rental revenues	$	161,173	$	190,980	$	(29,807	)	$	(11,288	)	$	(2,581	)	$	(10,497	)	$	(5,441	)	$	(29,807	)
Management, development and leasing fees		2,092		2,523		(431	)		(431	)		—			—			—			(431	)
Other		4,309		4,527		(218	)		8			136			(216	)		(146	)		(218	)
Total revenues	$	167,574	$	198,030	$	(30,456	)	$	(11,711	)	$	(2,445	)	$	(10,713	)	$	(5,587	)	$	(30,456	)

Total for the Three
Months
Ended June 30,

Comparable
Properties

2019 2018 Change Core Non-core Dispositions Change
Rental revenues $ 185,393
$ 207,568
$ (22,175 ) $ (12,083 ) $ (342 ) $ (9,750 ) $ (22,175 )
Management, development and leasing fees 2,586
2,643
(57 ) (57 ) —
—
(57 )
Other 5,398
4,387
1,011
$ 1,094
47
(130 ) 1,011
Total revenues $ 193,377
$ 214,598
$ (21,221 ) $ (11,046 ) $ (295 ) $ (9,880 ) $ (21,221 )

Rental revenues from the Comparable Properties declined ~~primarily~~ due to store closures, ~~and~~ rent concessions for tenants with high occupancy cost levels ~~including~~and tenants that ~~declared bankruptcy~~closed in ~~2018 and 2019.~~

2019 due to bankruptcy.

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Operating Expenses

	Total for the Three Months Ended March 31,									Comparable Properties
	2020			2019			Change			Core			Non-core			Deconsolidation		Dispositions		Total Change
Property operating	$	(25,709	)	$	(28,980	)	$	3,271		$	(661	)	$	77		$	2,423	$	1,432	$	3,271
Real estate taxes		(18,448	)		(19,919	)		1,471			(59	)		173			931		426		1,471
Maintenance and repairs		(11,208	)		(12,776	)		1,568			617			136			241		574		1,568
Property operating expenses		(55,365	)		(61,675	)		6,310			(103	)		386			3,595		2,432		6,310
Depreciation and amortization		(55,902	)		(69,792	)		13,890			4,691			4,441			3,454		1,304		13,890
General and administrative		(17,836	)		(22,007	)		4,171			4,171			—			—		—		4,171
Loss on impairment		(133,644	)		(24,825	)		(108,819	)		(107,082	)		(3,792	)		—		2,055		(108,819	)
Litigation settlement		—			(88,150	)		88,150			88,150			—			—		—		88,150
Other		(158	)		—			(158	)		(158	)		—			—		—		(158	)
Total operating expenses	$	(262,905	)	$	(266,449	)	$	3,544		$	(10,331	)	$	1,035		$	7,049	$	5,791	$	3,544

Total for the Three
Months
Ended June 30,

Comparable
Properties

2019 2018 Change Core Non-core Dispositions Change
Property operating $ (26,532 ) $ (29,527 ) $ 2,995
$ 1,232
$ 27
$ 1,736
$ 2,995
Real estate taxes (19,148 ) (20,456 ) 1,308
869
(12 ) 451
1,308
Maintenance and repairs (11,298 ) (12,059 ) 761
2
8
751
761
Property operating expenses (56,978 ) (62,042 ) 5,064
2,103
23
2,938
5,064

Depreciation and amortization (64,478 ) (73,566 ) 9,088
4,358
1,501
3,229
9,088
General and administrative (14,427 ) (13,490 ) (937 ) (937 ) —
—
(937 )
Loss on impairment (41,608 ) (51,983 ) 10,375
(38,136 ) (3,762 ) 52,273
10,375
Other (34 ) (245 ) 211
211
—
—
211
Total operating expenses $ (177,525 ) $ (201,326 ) $ 23,801
$ (32,401 ) $ (2,238 ) $ 58,440
$ 23,801

Property operating expenses at the Comparable Properties ~~decreased~~increased primarily due to a change in the classification of bad debt expense as a result of the adoption of ASC 842 effective January 1, 2019. Bad debt expense of $0.7 million was included in property operating expenses for the three months ended June 30, 2018; however, beginning January 1, 2019, rental revenues that are estimated to be uncollectable are reflected as a decrease in rental revenues. For the three months ended June 30, 2019, we recognized $0.2 million as a reduction to rental revenues for amounts that are estimated to be uncollectable, all of which wasmaintenance and repairs related to ~~the Comparable Properties. The remaining decrease in property operating expenses of the Comparable Properties was primarily due to lower utilities, security and payroll expenses.~~events covered by insurance. Real estate tax expense declined as a number of the Comparable Properties experienced reductions in real estate taxes in their respective ~~markets.~~markets due to favorable revisions to property assessments. Maintenance and repairs expenses at the Comparable Properties decreased primarily due to lower ~~janitorial costs partially offset by an increase in~~ snow removal ~~costs at certain properties.~~

costs.

The ~~$5.9~~$9.1 million decrease in depreciation and amortization expense related to the Comparable Properties primarily relates to a decrease in write-offs of tenant improvements and intangible lease assets related to store closings in the prior year period, as well as ~~store closures~~a lower basis in depreciable assets resulting from impairments recorded since ~~June 30, 2018.~~

the prior year period.

General and administrative expenses ~~increased~~decreased primarily due to ~~no longer capitalizing~~higher legal expenses in the ~~cost of leasing personnel for development projects as a result of adopting~~prior year period related to the litigation settlement and the new ~~leasing standard in 2019 and legal costs, which were partially offset by~~secured credit facility, as well as reductions in salary and stock compensation ~~costs.~~

expenses.

In the ~~second~~first quarter of ~~2019,~~2020, we recognized ~~$41.6~~$133.6 million of loss on impairment of real estate to write down the book value of ~~one mall and one community center.~~two malls. In the ~~second~~first quarter of ~~2018, we recognized a $52.0 million loss on impairment of real estate to write down the book value of a mall. See~~ ~~Note 5~~ ~~to the condensed consolidated financial statements for more information.~~

~~Other Income and Expenses~~

Interest expense decreased $1.7 million for the three months ended June 30, 2019 compared to the prior-year period. The decrease was primarily due to a $2.8 million decrease in property-level interest expense due to the dispositions in January 2019 of Acadiana Mall and Cary Town Center, which were encumbered by non-recourse mortgage loans. This decrease was partially offset by an increase in corporate-level interest expense due to higher variable rates on our corporate-level debt as compared to the prior-year quarter, partially related to the higher interest rate spread under our new credit facility as compared with the prior, as well as increases in LIBOR.

Equity in earnings of unconsolidated affiliates decreased by $2.5 million during the three months ended June 30, 2019 compared to the prior-year period. The decrease was primarily due to gains on two outparcel sales at unconsolidated affiliates in the prior-year period and decreases in rental revenues at several malls primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy.

~~During the three months ended June 30,~~ 2019, we recognized ~~$5.5~~$24.8 million of gain on sales of real estate assets primarily related the sale of a center, a hotel and an outparcel. During the three months ended June 30, 2018, we recognized $3.7 million of gain on sales of real estate assets related to the sale of two outparcels.

~~Comparison of the Six Months Ended June 30, 2019 to the Six Months Ended June 30, 2018~~

~~Revenues~~

Total for the Six
Months
Ended June 30,

Comparable
Properties

2019 2018 Change Core Non-core Dispositions Change
Rental revenues $ 376,373
$ 420,297
$ (43,924 ) $ (26,583 ) $ (263 ) $ (17,078 ) $ (43,924 )
Management, development and leasing fees 5,109
5,364
(255 ) (255 ) —
—
(255 )
Other 9,925
9,137
788
$ 846
62
(120 ) 788
Total revenues $ 391,407
$ 434,798
$ (43,391 ) $ (25,992 ) $ (201 ) $ (17,198 ) $ (43,391 )

Rental revenues from the Comparable Properties declined primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy in 2018 and 2019.

~~Operating Expenses~~

Total for the Six
Months
Ended June 30,

Comparable
Properties

2019 2018 Change Core Non-core Dispositions Change
Property operating $ (55,512 ) $ (62,353 ) $ 6,841
$ 4,093
$ 46
$ 2,702
$ 6,841
Real estate taxes (39,067 ) (42,304 ) 3,237
2,425
(9 ) 821
3,237
Maintenance and repairs (24,074 ) (25,238 ) 1,164
(306 ) 191
1,279
1,164
Property operating expenses (118,653 ) (129,895 ) 11,242
6,212
228
4,802
11,242
Depreciation and amortization (134,270 ) (145,316 ) 11,046
4,588
(315 ) 6,773
11,046
General and administrative (36,434 ) (31,794 ) (4,640 ) (4,640 ) —
—
(4,640 )
Loss on impairment (66,433 ) (70,044 ) 3,611
(38,137 ) (26,532 ) 68,280
3,611
Litigation settlement (88,150 ) —
(88,150 ) (88,150 ) —
—
(88,150 )
Other (34 ) (339 ) 305
305
—
—
305
Total operating expenses $ (443,974 ) $ (377,388 ) $ (66,586 ) $ (119,822 ) $ (26,619 ) $ 79,855
$ (66,586 )

Property operating expenses at the Comparable Properties decreased primarily due to a change in the classification of bad debt expense as a result of the adoption of ASC 842 effective January 1, 2019. Bad debt expense of $2.7 million was included in property operating expenses for the six months ended June 30, 2018; however, beginning January 1, 2019, rental revenues that are estimated to be uncollectable are reflected as a decrease in rental revenues. For the six months ended June 30, 2019, we recognized $1.7 million as a reduction to rental revenues for amounts that are estimated to be uncollectable, substantially all of which was related to the Comparable Properties. The remaining decrease in property operating expenses of the Comparable Properties was primarily due to lower utilities, security, marketing and payroll expenses. Real estate tax expense declined as a number of the Comparable Properties experienced reductions in real estate taxes in their respective markets. Maintenance and repairs expenses increased slightly primarily due to higher snow removal and repair expenses, partially offset by lower janitorial costs.

The $4.3 million decrease in depreciation and amortization expense related to the Comparable Properties primarily relates to a decrease due to write-offs of tenant improvements and intangible lease assets related to store closings in the prior year period, as well as store closures since June 30, 2018.

General and administrative expenses increased primarily due to higher legal expense related to litigation and no longer capitalizing the cost of leasing personnel for development projects as a result of adopting the new leasing standard in 2019, which were partially offset by reductions in salary and stock compensation costs.

For the six months ended June 30, 2019, we recognized $66.4 million of loss on impairment of real estate to write down the book value of three malls and one community center. In 2018, we recognized a $70.0 million loss on impairment of real estate to write down the book value of two malls. See Note 5to the condensed consolidated financial statements for more information.

~~For~~

During the ~~six~~three months ended ~~June 30,~~March 31, 2019, we recognized $88.2 million of litigation settlement expense related to the ~~proposed~~ settlement of a class action lawsuit. ~~See~~

~~Note 12~~ ~~to the condensed consolidated financial statements for more information.~~

Other Income and Expenses

Interest and other income increased $1.9 million during the three months ended March 31, 2020 compared to the prior-year period primarily due to additional interest income received related to a mortgage note receivable that was retired in the current year.

Interest expense decreased ~~$1.5~~$7.0 million for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 compared to the prior-year period. The decrease was primarily due to a ~~$5.6~~$5.7 million decrease in property-level interest expense ~~due to~~from the ~~dispositions in January 2019~~deconsolidation of ~~Acadiana Mall and Cary Town Center, which were~~three encumbered ~~by non-recourse mortgage loans, and a paydown in May 2019 of a portion of~~properties since the loan that is secured by The Outlet Shoppes at Laredo. This decrease was partially offset by an increase of $4.1 million in corporate-level interest expense due to higher variable rates on our corporate-level debt as compared to the prior-year quarter, partially related to the higher interest rate spread under our new credit facility as compared with the previous credit facility,prior period, as well as ~~increases~~a decrease in ~~LIBOR.~~

interest expense on our secured term loan due to scheduled principal amortization and lower LIBOR in the current year.

During the ~~six~~three months ended ~~June 30,~~March 31, 2019, we recorded $71.7 million of gain on extinguishment of debt related to two malls. We transferred Acadiana Mall to the lender in satisfaction of the non-recourse debt secured by the property. We sold Cary Towne Center and used the net proceeds from the sale to satisfy a portion of the non-recourse loan that secured the ~~property and the~~property. The remaining principal balance was forgiven.

Equity in earnings of unconsolidated affiliates decreased by ~~$2.9~~$2.3 million during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 compared to the prior-year period. The decrease was primarily due to ~~gains on two outparcel sales at unconsolidated affiliates~~an increase in the ~~prior-year period and decreases in rental revenues at several malls primarily due to store closures and rent concessions for tenants with high occupancy cost levels, including tenants in bankruptcy.~~

~~During the six months ended June 30, 2019, we recognized $5.8 million~~amortization of ~~gain on sales of real estate assets primarily~~our inside/outside basis difference related to the ~~sale~~three properties that were deconsolidated since the end of ~~a center, a hotel and an outparcel. During~~ the ~~six months ended June 30, 2018, we recognized $8.1 million~~prior year period.

Table of ~~gain on sales of real estate assets primarily related to the sale of a community center and five outparcels.~~

Contents

Non-GAAP Measure

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our 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 our shopping center properties, we believe 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 our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets in order to enhance the comparability of results from one period to another.

We include a property in our same-center pool when we have owned all or a portion of the property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year and current year-to-date period. 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 being repositioned or properties where we are considering alternatives for repositioning, where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender and those in which we own a noncontrolling interest of 25% or less. ~~Triangle Town~~Burnsville Center, EastGate Mall, Hickory Point Mall, ~~and~~ Greenbrier Mall and Park Plaza were classified as Lender Malls at ~~June 30, 2019.~~

March 31, 2020.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net loss for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ is as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
Net loss	$	(139,294	)	$	(46,809	)
Adjustments: ⁽¹⁾
Depreciation and amortization		68,489			78,301
Interest expense		54,086			58,802
Abandoned projects expense		158			—
Gain on sales of real estate assets		(140	)		(858	)
Gain on extinguishment of debt		—			(71,722	)
Loss on impairment		133,644			24,825
Litigation settlement		—			88,150
Income tax provision		526			139
Lease termination fees		(220	)		(1,017	)
Straight-line rent and above- and below-market rent		(1,795	)		(1,045	)
Net loss attributable to noncontrolling interests in other consolidated subsidiaries		207			75
General and administrative expenses		17,836			22,007
Management fees and non-property level revenues		(4,177	)		(2,666	)
Operating Partnership's share of property NOI		129,320			148,182
Non-comparable NOI		(5,665	)		(12,720	)
Total same-center NOI	$	123,655		$	135,462

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
Net loss $ (29,688 ) $ (29,976 ) $ (76,497 ) $ (30,637 )
Adjustments: ⁽¹⁾

Depreciation and amortization 73,292
81,782
151,593
161,767
Interest expense 57,351
58,361
116,153
116,231
Abandoned projects expense 34
245
34
339
Gain on sales of real estate assets (5,524 ) (4,339 ) (6,382 ) (8,710 )
Gain on investment —
(387 ) —
(387 )
Gain on extinguishment of debt —
—
(71,722 ) —
Loss on impairment 41,608
51,983
66,433
70,044
Litigation settlement —
—
88,150
—

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
Income tax (benefit) provision 813
(2,235 ) 952
(2,880 )
Lease termination fees (1,073 ) (2,744 ) (2,090 ) (9,005 )
Straight-line rent and above- and below-market lease amortization (1,408 ) (662 ) (2,453 ) 2,166
Net loss attributable to noncontrolling interests in other consolidated subsidiaries 57
494
132
393
General and administrative expenses 14,427
13,490
36,434
31,794
Management fees and non-property level revenues (4,118 ) (3,632 ) (6,784 ) (7,481 )
Operating Partnership's share of property NOI 145,771
162,380
293,953
323,634
Non-comparable NOI (2,799 ) (10,714 ) (8,583 ) (22,205 )
Total same-center NOI $ 142,972
$ 151,666
$ 285,370
$ 301,429

(1)
~~(1)~~	Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties.

Same-center NOI decreased ~~5.7%~~8.7% for the three months ended ~~June 30, 2019~~March 31, 2020 as compared to the prior-year period. The ~~$8.7~~$11.8 million decrease for the three ~~month period~~months ended ~~June 30, 2019~~March 31, 2020 compared to the same period in ~~2018~~ 2019

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primarily consisted of ~~an $11.5~~a $1 2. 1 million decrease in revenues offset by a ~~$2.8~~$ 0.3 million decline in operating expenses. Rental revenues declined ~~$15.4~~ $1 3. 6million during the quarter primarily due to the impact of store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared ~~bankruptcy. The $2.8 million decrease~~bankruptcy in ~~operating expenses includes a decrease in real estate tax expenses of $1.1 million.~~

~~Same-center NOI decreased 5.3% for the six months ended June 30, 2019~~ ~~as compared to the prior-year period. The $16.1 million decrease for the six month period ended June 30,~~ 2019 compared to the same period in 2018 primarily consisted of a $24.5 million decrease in revenues partially offset by an $8.4 million decline in operating expenses. Rental revenues declined $28.5 million during the quarter primarily due to the impact of store closures and rent concessions for tenants with high occupancy cost levels, including tenants that declared bankruptcy. The decrease in rental revenues includes the impact of $1.7 million of uncollectable revenues, which was formerly described as bad debt expense that was included in property operating expense in the prior-year period. The $8.4 million decrease in operating expenses was primarily driven by bad debt expense of $2.9 million in the prior-year period. Maintenance and repair expenses decreased $0.6 million and real estate tax expenses decreased $2.9 million..

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, the malls earn most of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

In response to local and state mandated closures due to the COVID-19 pandemic, our entire portfolio, except for a few properties, closed. Beginning in late April, certain government agencies have begun allowing the re-opening of certain properties with specified health and safety restrictions or solely for curbside service. As of May 25, 2020, all but three of our malls have re-opened including twelve properties that are offering curbside or exterior only service.

We classify our regional malls into three categories:


(1)	Stabilized Malls – Malls that have completed their initial lease-up and have been open for more than three complete calendar years.

(2)

Non-stabilized Malls - Malls that are in their initial lease-up phase. After three complete calendar years of operation, they are reclassified on January 1 of the fourth calendar year to the stabilized mall category. The Outlet Shoppes at Laredo was classified as a non-stabilized mall as of ~~June 30, 2019~~March 31, 2020 and 2019. The Outlet Shoppes at Laredo will be classified as a stabilized mall starting January 1, 2021.~~2018~~.


(3)	Excluded Malls - We exclude malls from our core portfolio if they fall in one of the following categories, for which operational metrics are excluded:

Lender Malls - Malls for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender. ~~Triangle Town~~Burnsville Center, EastGate Mall, Hickory Point Mall, ~~and~~ Greenbrier Mall and Park Plaza were classified as Lender Malls as of ~~June 30, 2019~~,March 31, 2020, and ~~Acadiana~~Greenbrier Mall, Hickory Point Mall and ~~Cary Towne~~Triangle Town Center were classified as a Lender ~~Mall~~Malls as of ~~June 30, 2018~~.March 31, 2019. Lender Malls are excluded from our same-center pool as decisions made while in discussions with the lender may lead to metrics that do not provide relevant information related to the condition of these ~~properties or they may be under cash management agreements with the respective servicers.~~properties.

Repositioning Malls - Malls that are currently being repositioned or where we have determined that the current format of the mall no longer represents the best use of the mall and we are in the process of evaluating alternative strategies for the mall. This may include major redevelopment or an alternative retail or non-retail format, or after evaluating alternative strategies for the mall, we may determine that the mall no longer meets our criteria for long-term investment. The steps taken to reposition these malls, such as signing tenants to short-term leases, which are not included in occupancy percentages, or leasing to regional or local tenants, which typically do not report sales, may lead to metrics which do not provide relevant information related to the condition of these malls. Therefore, traditional performance measures, such as occupancy percentages and leasing metrics, exclude Repositioning Malls. There were no malls classified as Repositioning Malls as of March 31, 2020 and March 31, 2019.~~June 30, 2019. Hickory Point Mall was classified as a Repositioning Mall as of~~ ~~June 30, 2018~~.


c.	~~Minority Interest Malls - Malls in which we have a 25% or less ownership interest. There were no malls classified as Minority Interest Malls as of~~ ~~June 30, 2019. Triangle Town Center was classified as a Minority Interest Mall as of~~ ~~June 30, 2018~~.

We derive the majority of our total revenues from the mall properties. The sources of our total revenues by property type were as follows:

	Three Months Ended March 31,
	2020			2019
Malls		91.5	%		92.8	%
Other Properties		8.5	%		7.2	%

Six Months Ended June 30,
2019 2018
Malls 88.4% 91.2%
Other properties 11.6% 8.8%

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Mall Store Sales

Mall store sales include reporting mall tenants of 10,000 square feet or less for stabilized malls and exclude license agreements, which are retail contracts that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot:

Twelve Months Ended

February 29, 2020

Twelve Months Ended

February 28, 2019

% Change

Stabilized mall same-center sales per square foot

392

380

Twelve Months Ended June 30,
2019 2018 % Change
Stabilized mall same-center sales per square foot $381 $378 0.8%
Stabilized mall sales per square foot $381 $376 1.3%

~~Sales~~

Same-center sales per square foot for the ~~second quarter were positive. Categories that performed well included fast casual dining, electronics, children’s and family shoes, cosmetics and wellness.~~

twelve-months ended February 29, 2020, increased 3% to $392 per square foot compared with the prior-year period ended February 28, 2019. The majority of stores in our portfolio closed during the month of March 2020 as a result of the COVID-19 pandemic, which resulted in a decline in reported same-center sales per square foot for the month of 45% compared with the prior year month.

Occupancy

Our portfolio occupancy is summarized in the following table ⁽¹⁾:

	As of March 31,
	2020			2019
Total portfolio		89.5	%		91.3	%
Malls:
Total Mall portfolio		87.8	%		89.4	%
Same-center Malls		87.8	%		89.8	%
Stabilized Malls		88.0	%		89.7	%
Non-stabilized Malls ⁽²⁾		80.0	%		76.4	%
Other Properties:		94.7	%		97.3	%
Associated centers		93.2	%		96.9	%
Community centers		95.8	%		97.6	%

As of June 30,
2019 2018
Total portfolio 90.2% 91.1%
Malls:
Total mall portfolio 88.1% 89.2%
Same-center malls 88.1% 89.4%
Stabilized malls 88.3% 89.5%
Non-stabilized malls⁽²⁾
78.0% 71.9%
Other properties: 97.0% 97.2%
Associated centers 96.3% 97.9%
Community centers 97.6% 96.9%

(1)
~~(1)~~	As noted above, excluded properties are not included in occupancy metrics. Occupancy for malls represents percentage of mall store gross leasable area occupied under 20,000 square feet. Occupancy for other properties represents percentage of gross leasable area occupied.

(2)
~~(2)~~	Represents occupancy for The Outlet Shoppes at Laredo as of ~~June 30, 2019~~March 31, 2020 and 2019.~~2018~~.

~~Bankruptcy-related store closures impacted second quarter occupancy by approximately 322 basis points or 570,000 square feet. See~~

Leasing ~~below for an update on our progress in replacing these stores.~~

~~Leasing~~

The following is a summary of the total square feet of leases signed in the ~~three and six month periods~~three-month period ended ~~June 30, 2019:~~March 31, 2020:

	Three Months Ended March 31,
	2020		2019
Operating portfolio:
New leases		278,366		271,813
Renewal leases		632,760		692,127
Development portfolio:
New leases		7,929		149,737
Total leased		919,055		1,113,677

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
Operating portfolio:
New leases 256,648
366,697
528,461
608,136
Renewal leases 461,251
463,470
1,153,378
1,316,951
Development portfolio:
New leases 54,702
19,054
204,439
103,658
Total leased 772,601
849,221
1,886,278
2,028,745

Average annual base rents per square foot are based on contractual rents in effect as of ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each property ~~type~~ type:

Table of Contents⁽¹⁾:

	March 31,
	2020		2019
Malls ⁽¹⁾:
Same-center Stabilized Malls	$	31.82	$	32.52
Stabilized Malls		31.91		32.45
Non-stabilized Malls ⁽²⁾		24.89		25.21
Other Properties ⁽³⁾:		15.74		15.34
Associated centers		14.26		13.80
Community centers		17.02		16.82
Office buildings		19.13		17.32

As of June 30,
2019 2018
Malls: $ 32.38
$ 32.56
Same-center stabilized malls 32.48
32.85
Stabilized malls 32.48
32.64
Non-stabilized malls⁽²⁾
24.65
25.71
Other properties: 15.36
15.15
Associated centers 13.85
13.74
Community centers 16.65
16.15
Office buildings 17.94
18.64

(1)
~~(1)~~	~~As noted above, excluded~~ Excluded properties are not included.

(2)	Represents average annual base rents for The Outlet Shoppes at Laredo as of March 31, 2020 and 2019.

( 3 )

Average base rents for associated centers, community centers and office buildings include all leased space, regardless of size.


~~(2)~~	~~Represents average annual base rents for The Outlet Shoppes at Laredo as of~~ ~~June 30, 2019~~ ~~and~~ ~~2018~~.

Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the three ~~and six~~ month ~~periods~~period ended ~~June 30, 2019~~March 31, 2020 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are as follows:

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF⁽¹⁾		% Change Average
All Property Types ⁽²⁾		460,524	$	27.98	$	25.54		(8.7	)%	$	25.90		(7.4	)%
Stabilized Malls		444,724		27.75		25.36		(8.6	)%		25.71		(7.4	)%
New leases		49,204		22.47		28.17		25.4	%		29.55		31.5	%
Renewal leases		395,520		28.41		25.01		(12.0	)%		25.23		(11.2	)%

Property Type Square
Feet
Prior
Gross
Rent PSF

New
Initial
Gross
Rent PSF
% Change
Initial
New
Average
Gross
Rent PSF⁽¹⁾
% Change
Average
Quarter:
All Property Types ⁽²⁾
413,879
$ 36.40
$ 34.65
(4.8 )% $ 35.19
(3.3 )%
Stabilized malls 384,947
36.77
34.84
(5.2 )% 35.38
(3.8 )%
  New leases 46,105
44.49
41.95
(5.7 )% 43.88
(1.4 )%
  Renewal leases 338,842
35.72
33.87
(5.2 )% 34.23
(4.2 )%

Year-to-Date:
All Property Types ⁽²⁾
982,593
$ 37.84
$ 34.59
(8.6 )% $ 35.18
(7.0 )%
Stabilized malls 881,945
38.82
35.47
(8.6 )% 36.07
(7.1 )%
  New leases 93,845
50.08
49.95
(0.3 )% 52.39
4.6 %
  Renewal leases 788,100
37.48
33.75
(10.0 )% 34.12
(9.0 )%

(1)
~~(1)~~	Average gross rent does not incorporate allowable future increases for recoverable common area expenses.

(2)
~~(2)~~	Includes stabilized malls, associated centers, community centers and office buildings.

Spreads on new leases for stabilized malls declined 1.4% and renewal leases were signed at an average of 4.2% lower than the expiring rent. This quarter’s results demonstrate a significant improvement from recent past quarters.

New and renewal leasing activity of comparable small shop space of less than 10,000 square feet based on the lease commencement date is as follows:

	Number of Leases		Square Feet		Term (in years)		Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread					Average Rent Spread
Commencement 2020:
New		65		228,800		7.53	$	29.03	$	30.57	$	24.34	$	4.69		19.3	%	$	6.23		25.6	%
Renewal		290		937,250		2.69		27.91		28.15		32.07		(4.16	)	(13.0	)%		(3.92	)	(12.2	)%
Commencement 2020 Total		355		1,166,050		3.57		28.13		28.62		30.55		(2.42	)	(7.9	)%		(1.93	)	(6.3	)%


Commencement 2021:
New		1		794		7.42		211.58		215.38		211.58		—		—			3.80		1.8	%
Renewal		38		124,456		3.34		38.30		38.93		37.63		0.67		1.8	%		1.30		3.5	%
Commencement 2021 Total		39		125,250		3.44		39.40		40.05		38.74		0.66		1.7	%		1.31		3.4	%

Total 2020/2021		394		1,291,300		3.56	$	29.22	$	29.73	$	31.34	$	(2.12	)	(6.8	)%	$	(1.61	)	(5.1	)%

Number
of
Leases

Square
Feet

Term
(in
years)

Initial
Rent
PSF

Average
Rent
PSF

Expiring
Rent
PSF

Initial Rent
Spread

Average Rent
Spread
Commencement 2019:
New 74
154,606
7.25
$ 46.50
$ 48.96
$ 46.76
$ (0.26 ) (0.6 )% $ 2.20
4.7 %
Renewal 426
1,380,899
2.67
30.08
30.31
34.43
(4.35 ) (12.6 )% (4.12 ) (12.0 )%
Commencement 2019 Total 500
1,535,505
3.35
31.74
32.19
35.67
(3.93 ) (11.0 )% (3.48 ) (9.8 )%

Commencement 2020:
New 3
4,651
6.33
85.71
90.94
85.20
0.51
0.6 % 5.74
6.7 %
Renewal 49
136,656
3.71
41.03
41.93
40.34
0.69
1.7 % 1.59
3.9 %
Commencement 2020 Total 52
141,307
3.86
42.50
43.54
41.81
0.69
1.7 % 1.73
4.1 %

Total 2019/2020 552
1,676,812
3.40
$ 32.64
$ 33.14
$ 36.19
$ (3.55 ) (9.8 )% $ (3.05 ) (8.4 )%

We are successfully diversifying the tenant mix with 86% of new mall leasing and 64% of our total mall leasing this year signed with non-apparel tenants. We are currently under construction, have agreements executed or are in active negotiation on three multi-family projects, 14 entertainment operators, including two casinos, 9 hotels, 35 restaurants, four fitness centers, six medical uses, two self-storage facilities, two grocers and a number of other non-retail uses. We are making great progress replacing vacant anchors with two dozen locations committed including eight already open and another six set to open later this year. Beyond this we have active negotiations or LOIs for several others. Anchor replacements such as the Live! Casino at Westmoreland Mall and Shoprite Supermarket at Stroud Mall are tangible examples of how we are transforming our centers with minimal cash investment.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~June 30, 2019,~~March 31, 2020, we had ~~$383.1~~$675.9 million outstanding on our secured credit facility leaving ~~$301.9~~$4.3 million of availability, after considering outstanding letters of credit of $4.8 million, as well as unrestricted cash and cash equivalents of ~~$20.5~~$159.1 million. Our total pro rata share of debt at ~~June 30, 2019~~March 31, 2020 was ~~$4.4~~$4.5 billion. ~~Our consolidated unencumbered properties generated approximately 26.8% of total consolidated NOI for the six months ended June 30, 2019 (excluding dispositions and Excluded Malls).~~

In ~~April 2019, the loan~~February 2020, we utilized our secured credit facility to pay off two loans secured by ~~Volusia~~Parkway Place and Valley View Mall ~~was refinanced to increase the principal balance to $50.0~~totaling $84.5 million. ~~In addition, the maturity date was extended to April 2024 and the fixed interest rate was reduced from 8.00% to 4.56%. The net proceeds from the~~Also, we closed on a new loan were used to retire the $41.0 million existing loan. During the three months ended June 30, 2019, we sold three properties for a total gross sales price of $32.2 million. The excess sales proceeds were used to reduce the outstanding balance on our secured line of credit, and the portion of those proceeds from the Honey Creek Mall sale were combined with the net proceeds from the refinancing of the loan secured by Volusia Mall to retire the $23.5 million loan secured by Honey Creek Mall (See ~~Note 6~~ ~~for additional information on dispositions). In May 2019, we exercised an option to extend the~~ loan secured by The Outlet Shoppes at ~~Laredo~~Atlanta – Phase II in the amount of $4.7 million, with an interest rate of LIBOR plus 2.5% and a maturity date of November 2023. Proceeds were used to ~~May 2021.~~retire the $4.4 million existing loan. In ~~conjunction~~March 2020, we drew $280.0 million on our secured line of credit to increase liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of the COVID-19 pandemic. We purchased $154.2 million, including accrued interest, of U.S. Treasury securities with a portion of the borrowings on our secured line of credit.

Table of Contents

In response to the COVID-19 pandemic, w e implemented comprehensive programs to halt all non-essential expenditures, to reduce operating and overhead expenses and to reduce, defer or suspend capital expenditures, including redevelopment investments. These programs include a temporary 50% reduction to the compensation of our Chairman of the Board, our CEO and our President as well as independent director fees, a temporary 20% reduction to the compensation of our other named executive officers, salary reductions to all staff, a broad-based furlough program and 2020 capital expenditure reductions or deferrals estimated in the range of $60.0 million to $80.0 million. While we have paused several major projects, we are pursuing capital lite solutions for backfilling our remaining available anchors, including joint venture partnerships, favorable lease structures and third-party arrangements – all of which benefit our portfolio while preserving capital. Additionally, we were able to achieve debt service payment deferrals for a portion of our secured loans. Securitized lenders in general have shown minimal flexibility in amending loan payments.

We have addressed nearly all of our major debt maturities for 2020 and are in discussions with existing lenders for certain 2021 secured loan maturities. We have no significant unsecured debt maturities until December 2023. We are being proactive to determine the best strategies for addressing these future maturities and significantly reducing leverage.

See the section below titled Senior Unsecured Notesfor a discussion regarding the violation of a covenant under our secured credit facility and the projected probable violation of another covenant under our secured credit facility within the next twelve months.

We have engaged Weil, Gotshal & Manges LLP and Moelis & Company LLC (the “Advisors”) to assist us in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of our debt including (i) the senior secured credit facility, which includes a revolving facility with a balance of $675.9 million and term loan with a balance of $456.3 million as of March 31, 2020, that matures in July 2023 and (ii) the Notes with balances of $450.0 million, $300.0 million, and $625.0 million, as of March 31, 2020, that mature in December 2023, October 2024 and December 2026, respectively, as well as the cumulative unpaid dividends on our preferred stock and the special common units of limited partnership interest in the Operating Partnership. The Advisors recently commenced discussions with advisors to certain holders of the Notes and the credit committee of the senior secured credit facility. We may pursue a comprehensive solution that includes a potential exchange of debt with the ~~amendment, a payment of $10.8 million was made to reduce the outstanding balance~~holders of the ~~loan~~Notes, addressing our preferred stock and the special common units of limited partnership interest in the Operating Partnership, amendments to ~~$43.0 million. The noncontrolling interest partner~~the financial covenants under the senior secured credit facility and the Notes and other options that may result in ~~The Outlet Shoppes at Laredo joint venture funded its 35% share~~the reorganization of the ~~$10.8~~Company.

We elected to not make the $11.8 million ~~payment. We also formed a new 50/50 joint venture to develop a self-storage facility adjacent to Parkdale Mall~~Interest Payment due and ~~closed in May 2019~~payable on ~~a five-year $6.5 million construction loan which bears interest at the greater of 5.25% or LIBOR plus 2.80% to fund the project.~~

~~Subsequent to~~ June 30, 2019, we sold the 850 Greenbrier Circle office building, the Barnes & Noble parcel in High Point, NC, the Kroger parcel at Foothills Plaza and the Forum at Grandview in Madison, MS, for a total gross price of $46.6 million (See ~~Note 15~~ ~~for additional information).~~

~~In April 2019, we entered into a settlement agreement and release~~1, 2020, with respect to ~~a class action lawsuit.~~the 5.25% senior unsecured notes due 2023 (the “2023 Notes”). Under the ~~terms~~indenture governing the 2023 Notes, we have a 30-day grace period to make the Interest Payment before the nonpayment is considered an event of default with respect to the 2023 Notes. Any event of default under the 2023 Notes for nonpayment of the ~~settlement agreement, we will not pay any dividends~~Interest Payment would also be considered an event of default under the senior secured credit facility, which could lead to ~~holders~~an acceleration of ~~our common shares payable in~~amounts due under the ~~third~~facility. Further, if the trustee for the 2023 Notes should exercise its right to accelerate the maturity of the full balance owed on the 2023 Notes as a result of such an event of default, that would also constitute an event of default under the 4.60% senior unsecured notes due 2024 and ~~fourth quarters of 2019. The settlement agreement does not restrict our ability to declare dividends payable in 2020 or in subsequent years. See~~ ~~Note 12~~the 5.95% senior notes due 2026, which could lead to the ~~condensed consolidated financial statements for more information related~~acceleration of all amounts due under those notes. We have elected to enter the 30-day grace period with respect to the ~~settlement.~~

Interest Payment in order to advance discussions with the lenders and explore alternative strategies.

We derive athe majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with cash on hand and our ~~debt and equity sources and the availability under our credit facilities and proceeds from dispositions~~investment in U.S. Treasury securities will, for the foreseeable future, provide adequate liquidity to meet our cash needs. In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, ~~debt and equity offerings,~~ joint venture investments ~~issuances of noncontrolling interests in our Operating Partnership,~~ and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

Cash Flows - Operating, Investing and Financing Activities

There was ~~$45.5~~$185.1 million of cash, cash equivalents and restricted cash as of ~~June 30, 2019, a decrease~~March 31, 2020, an increase of ~~$12.0~~$126.0 million from December 31, ~~2018.~~2019. Of this amount, ~~$20.5~~$159.1 million was unrestricted cash and cash equivalents as of March 31, 2020. Also, at March 31, 2020, we had $153.2 million in U.S. Treasuries that are scheduled to mature between April 2021 and June ~~30, 2019.~~

2021.

Table of Contents

Our net cash flows are summarized as follows (in thousands):

	Three Months Ended March 31,
	2020			2019			Change
Net cash provided by operating activities	$	38,728		$	55,488		$	(16,760	)
Net cash provided by (used in) investing activities		(172,631	)		13,737			(186,368	)
Net cash provided by (used in) financing activities		259,971			(81,321	)		341,292
Net cash flows	$	126,068		$	(12,096	)	$	138,164

Six Months Ended
June 30,
2019 2018 Change
Net cash provided by operating activities $ 126,032
$ 179,882
$ (53,850 )
Net cash provided by (used in) investing activities 27,104
(22,837 ) 49,941
Net cash used in financing activities (165,132 ) (164,706 ) (426 )
Net cash flows $ (11,996 ) $ (7,661 ) $ (4,335 )

Cash Provided by Operating Activities

Cash provided by operating activities decreased ~~$53.9~~$16.8 million primarily due to a decline in rental revenues related to store closures and rent concessions for tenants with high occupancy cost levels, including tenants that closed in 2019 and 2020 due to bankruptcy, ~~and the disposition of two malls, two community centers and~~as well as a ~~hotel since June 30, 2018.~~

decline in rental revenues related to dispositions.

Cash Provided by (Used in) Investing Activities

~~Cash flows~~

Net cash used in investing activities for 2020 was primarily related to the purchase of $153.2 million of U.S. Treasury securities using a portion of the $280.0 million that we drew on our secured line of credit. We also expended $22.8 million on additions to real estate assets, primarily related to redevelopment projects. Net cash provided by investing activities ~~increased $49.9 million compared to~~in the prior ~~year.~~ year period related to $35.3 million of proceeds from dispositions of properties, which was partially offset by $26.4 million of additions to real estate assets.

Cash Provided by (Used in) Financing Activities

The net cash inflow for ~~2019 was~~2020 is primarily ~~related~~due to ~~a greater amount~~the $280.0 million draw on our secured credit facility in order to increase liquidity and preserve financial flexibility in light of ~~proceeds from sales in~~ the ~~current period combined with less cash~~uncertainty surrounding the impact of the COVID-19 pandemic. Additionally, there were no common or preferred stock dividends paid for ~~capital expenditures~~the three months ended March 31, 2020, as we continue to focus on controlling such expenditures. These increases were partially offset by a lower amount of distributions from unconsolidated affiliates in 2019 as we received a distribution from an unconsolidated affiliate in 2018 related to excess proceeds from the refinancing of a mortgage loan.

~~Cash Used in Financing Activities~~

~~Cash flows used in financing activities decreased $0.4 million in 2019~~ compared to ~~the prior year. Although the reduction in our common stock dividend resulted in savings of $48.6~~$12.9 million in dividends ~~and distributions~~ paid to holders of common ~~shareholders~~stock and $11.2 million in dividends paid to holders of preferred stock for the noncontrolling interest holders in the Operating Partnership, this was offset by the additional $32.6 million of principal payments on debt and the payment of $15.4 million of deferred financing costs, which were mostly related to our new secured credit facility.three months ended March 31, 2019.

Debt

Debt of the Company

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of our debt. CBL is a limited guarantor of the Notes, as described in Note 8to the condensed consolidated financial statements, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. We also provide a similar limited guarantee of the Operating Partnership's obligations with respect to our secured credit facility as of ~~June 30, 2019.~~March 31, 2020.

Table of Contents

Debt of the Operating Partnership

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated properties, because we believe this provides investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

March 31, 2020:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽²⁾	$	1,236,179		$	(30,505	)	$	619,946		$	1,825,620			4.80	%
Recourse loans on operating Properties ⁽³⁾		—			—			9,360			9,360			3.74	%
Senior unsecured notes due 2023 ⁽⁴⁾		448,016			—			—			448,016			5.25	%
Senior unsecured notes due 2024 ⁽⁵⁾		299,962			—			—			299,962			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾		617,692			—			—			617,692			5.95	%
Total fixed-rate debt		2,601,849			(30,505	)		629,306			3,200,650			5.06	%
Variable-rate debt:
Recourse loans on operating Properties		41,500			—			68,936			110,436			4.02	%
Construction loans		29,400			—			43,000			72,400			4.20	%
Secured line of credit		675,925			—			—			675,925			3.83	%
Secured term loan		456,250			—			—			456,250			3.83	%
Total variable-rate debt		1,203,075			—			111,936			1,315,011			3.87	%
Total fixed-rate and variable-rate debt		3,804,924			(30,505	)		741,242			4,515,661			4.72	%
Unamortized deferred financing costs		(15,232	)		304			(2,774	)		(17,702	)
Total mortgage and other indebtedness, net	$	3,789,692		$	(30,201	)	$	738,468		$	4,497,959

December 31, 2019:	Consolidated			Noncontrolling Interests			Unconsolidated Affiliates			Total			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating Properties ⁽²⁾	$	1,330,561		$	(30,658	)	$	623,193		$	1,923,096			4.88	%
Recourse loans on operating Properties ⁽³⁾		—			—			10,050			10,050			3.74	%
Senior unsecured notes due 2023 ⁽⁴⁾		447,894			—			—			447,894			5.25	%
Senior unsecured notes due 2024 ⁽⁵⁾		299,960			—			—			299,960			4.60	%
Senior unsecured notes due 2026 ⁽⁶⁾		617,473			—			—			617,473			5.95	%
Total fixed-rate debt		2,695,888			(30,658	)		633,243			3,298,473			5.10	%
Variable-rate debt:
Recourse loans on operating Properties		41,950			—			69,046			110,996			4.13	%
Construction loans		29,400			—			35,362			64,762			4.45	%
Secured line of credit		310,925			—			—			310,925			3.94	%
Secured term loan		465,000			—			—			465,000			3.94	%
Total variable-rate debt		847,275			—			104,408			951,683			4.00	%
Total fixed-rate and variable-rate debt		3,543,163			(30,658	)		737,651			4,250,156			4.86	%
Unamortized deferred financing costs		(16,148	)		318			(2,851	)		(18,681	)
Total mortgage and other indebtedness, net	$	3,527,015		$	(30,340	)	$	734,800		$	4,231,475

June 30, 2019 Consolidated Noncontrolling
Interests Unconsolidated
Affiliates Total
Weighted-
Average
Interest
Rate ⁽¹⁾
Fixed-rate debt:
  Non-recourse loans on operating
properties ⁽²⁾
$ 1,581,780
$ (93,450 ) $ 534,779
$ 2,023,109
4.89%
Recourse loan on operating property⁽³⁾
—
—
10,050
10,050
3.74%
  Senior unsecured notes due 2023 ⁽⁴⁾
447,656
—
—
447,656
5.25%
  Senior unsecured notes due 2024 ⁽⁵⁾
299,956
—
—
299,956
4.60%
  Senior unsecured notes due 2026 ⁽⁶⁾
617,048
—
—
617,048
5.95%
Total fixed-rate debt 2,946,440
(93,450 ) 544,829
3,397,819
5.10%
Variable-rate debt:

  Recourse loans on operating properties 56,721
—
79,251
135,972
4.93%
  Construction loans 16,684
—

16,684
5.33%
  Secured line of credit ⁽⁷⁾
383,084
—
—
383,084
4.69%
  Secured term loan ⁽⁷⁾
482,500
—
—
482,500
4.69%
Total variable-rate debt 938,989
—
79,251
1,018,240
4.73%
Total fixed-rate and variable-rate debt 3,885,429
(93,450 ) 624,080
4,416,059
5.01%
  Unamortized deferred financing costs (19,490 ) 747
(2,360 ) (21,103 )
Mortgage and other indebtedness, net $ 3,865,939
$ (92,703 ) $ 621,720
$ 4,394,956

December 31, 2018 Consolidated Noncontrolling
Interests Unconsolidated
Affiliates Total
Weighted-
Average
Interest
Rate ⁽¹⁾
Fixed-rate debt:

  Non-recourse loans on operating properties ⁽²⁾
$ 1,783,097
$ (94,361 ) $ 540,068
$ 2,228,804
5.01%
  Recourse loans on operating properties ⁽³⁾
—
—
10,605
10,605
3.74%
  Senior unsecured notes due 2023 ⁽⁴⁾
447,423
—
—
447,423
5.25%
  Senior unsecured notes due 2024 ⁽⁵⁾
299,953
—
—
299,953
4.60%
  Senior unsecured notes due 2026 ⁽⁶⁾
616,635
—
—
616,635
5.95%
Total fixed-rate debt 3,147,108
(94,361 ) 550,673
3,603,420
5.16%
Variable-rate debt:

Recourse loans on operating properties 68,607
—
96,012
164,619
4.91%
  Construction loan 8,172
—
3,892
12,064
5.20%
  Unsecured lines of credit ⁽⁷⁾
183,972
—
—
183,972
3.90%
  Unsecured term loans ⁽⁷⁾
695,000
—
—
695,000
4.21%
Total variable-rate debt 955,751
—
99,904
1,055,655
4.28%
Total fixed-rate and variable-rate debt 4,102,859
(94,361 ) 650,577
4,659,075
4.96%
  Unamortized deferred financing costs (15,963 ) 804
(2,687 ) (17,846 )
  Liabilities related to assets held for sale ⁽⁸⁾
(43,716 ) —
—
(43,716 )
Mortgage and other indebtedness, net $ 4,043,180
$ (93,557 ) $ 647,890
$ 4,597,513

(1)
~~(1)~~	Weighted-average interest rate includes the effect of debt premiums and discounts but excludes amortization of deferred financing costs.

(2)
~~(2)~~	An unconsolidated affiliate has an interest rate swap on a notional amount outstanding of ~~$44,249~~$43,305 as of ~~June 30, 2019~~March 31, 2020 and ~~$44,863~~$43,623 as of December 31, ~~2018~~2019 related to a variable-rate loan on Ambassador Town Center to effectively fix the interest rate on this loan to a fixed-rate of 3.22%.

(3)
~~(3)~~	The unconsolidated affiliate has an interest rate swap on a notional amount outstanding of $9,360 as of March 31, 2020 and $10,050 as of ~~June 30, 2019~~ ~~and $10,605 as of~~ December 31, ~~2018~~2019 related to a variable-rate loan on Ambassador Town Center - Infrastructure Improvements to effectively fix the interest rate on this loan to a fixed-rate of 3.74%.

(4)
~~(4)~~	The balance is net of an unamortized discount of ~~$2,344~~$1,984 and ~~$2,577~~$2,106 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, respectively.

(5)
~~(5)~~	The balance is net of an unamortized discount of ~~$44~~$38 and ~~$47~~$40 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, respectively.

(6)
~~(6)~~	The balance is net of an unamortized discount of ~~$7,952~~$7,308 and ~~$8,365~~$7,527 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, respectively.


~~(7)~~	~~We replaced our unsecured lines of credit and unsecured term loans in January 2019 with a new secured senior credit facility.~~

~~(8)~~

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~~Represents a~~ ~~$43,716~~ ~~non-recourse mortgage loan secured by Cary Towne Center that was classified on the consolidated balance sheet as liabilities related to assets held for sale.~~

The weighted-average remaining term of our total share of consolidated and unconsolidated debt was ~~4.5~~3. 7 years and ~~4.0~~3.9 years at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~201 9 , respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt was ~~4.7~~3. 9 and ~~4.8~~4. 1 years at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~201 9 , respectively.

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, our pro rata share of consolidated and unconsolidated variable-rate debt represented ~~23.2%~~29.2% and ~~22.8%~~22.5%, respectively, of our total pro rata share of debt.

See Note 7to the condensed consolidated financial statements for information concerning activity related to unconsolidated affiliates.

Credit Ratings

The credit ratings of the Operating Partnership's unsecured long-term indebtedness were as follows as of March 31, 2020:

Rating Agency	Rating	Outlook
Fitch	CCC+ ⁽¹⁾	Negative
Moody's	B2	Negative
S&P	B	Negative

(1 ) In May 2020, Fitch affirmed and withdrew its credit rating.

Senior Unsecured Notes

The following presents the Company's compliance with key covenant ratios, as defined, of the Notes and the senior secured credit facility as of March 31, 2020:

Debt Covenant Compliance Ratios ⁽¹⁾	Required	Actual
Total debt to total assets	< 60%		55	%
Secured debt to total assets	< 40%		36	%
Total unencumbered assets to unsecured debt	> 150%		198	%
Consolidated income available for debt service to annual debt service charge	> 1.5x		2.7	x
Minimum debt yield on outstanding balance ⁽²⁾	> 10%		12	%

(1 )	The debt covenant compliance ratios for the secured line of credit, the secured term loan and the senior unsecured notes are defined and computed on the same basis.

(2) The minimum debt yield on outstanding balance debt covenant compliance ratio only applies to the secured credit facility.

At March 31, 2020, we were not in compliance with a covenant under the secured credit facility, which provides that we may not have more than $100.0 million of cash on hand that constitutes borrowings on our secured line of credit. In March 2020, we drew $280.0 million from the secured line of credit and anticipated immediately purchasing $180.0 million of U.S. Treasury securities, which would leave $100.0 million of cash on hand from such borrowings. However, due to market conditions, we were not able to purchase the U.S. Treasury securities immediately, which resulted in us violating this covenant. Violation of this covenant provides the lenders with the option to accelerate the maturity of the senior secured credit facility. The administrative agent of the secured credit facility notified us that we were in default and that the administrative agent and lenders reserve all rights and remedies under the secured credit facility. The lenders have not exercised their right to accelerate the maturity of the secured credit facility. In March 2020, we used $154.2 million to purchase U.S. Treasury securities and subsequent to March 31, 2020 utilized an additional $26.4 million to fund April debt service payments and operating expenses, which reduced the amount of cash on hand that constitutes borrowings on the secured line of credit to less than $100.0 million. However, this did not cure the default per the terms of the senior secured credit facility. We will pursue obtaining a waiver from the lenders. If we are not able to obtain a waiver directly, then we will seek to obtain a waiver as part of the alternatives we are exploring, as previously described above under Liquidity and Capital Resources ..

We considered the projected impact of COVID-19 on our cash flows and our analysis of future compliance with the financial covenants and determined that it is probable we will fail to meet the minimum debt yield covenant under the senior secured credit facility during the third quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021. The minimum debt yield covenant provides that the ratio of the adjusted net operating income, as defined, of the borrowing base properties that secure the senior secured credit facility to the total outstanding balance on the senior secured credit facility must be greater than 10.0%. Violation of this covenant provides the lenders with the option to accelerate the maturity of the senior secured credit facility. We could remain in compliance with the debt yield covenant if we (i) added additional unencumbered assets to the collateral pool, subject to lender approval, which is not to be unreasonably withheld, (ii) paid down the amount of debt outstanding with projected available cash or (iii) negotiated a waiver of the covenant with the lenders.

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~~See~~ ~~Note 7~~ ~~to the condensed consolidated financial statements for information related to activity related to unconsolidated affiliates.~~

~~Credit Ratings~~

~~The Operating Partnership's credit ratings of its unsecured long-term indebtedness were as follows as of June 30, 2019:~~



~~Rating Agency~~	~~Rating~~	~~Outlook~~
~~Fitch~~	~~BB-~~	~~Negative~~
~~Moody's~~	B1	~~Stable~~
~~S&P~~	BB	~~Negative~~

Unencumbered Consolidated Portfolio Statistics

(Dollars in thousands, except sales per square foot data)

	Sales Per Square Foot for the Twelve Months Ended ^{(1) (2)}				Occupancy ⁽²⁾						% of Consolidated Unencumbered NOI for the Three Months Ended
	2/29/20		2/28/19		3/31/20			3/31/19			3/31/20			⁽³	⁾
Unencumbered consolidated Properties:
Tier 1 Malls	$	393	$	365		87.9	%		85.3	%		19.3	%	⁽⁴	⁾
Tier 2 Malls		341		334		82.9	%		87.7	%		33.7	%
Tier 3 Malls		282		276		84.3	%		87.7	%		25.7	%
Total Malls		327		317		84.4	%		87.3	%		78.7	%

Total Associated Centers	N/A		N/A			91.5	%		96.7	%		15.6	%

Total Community Centers	N/A		N/A			98.2	%		99.0	%		4.8	%

Total Office Buildings & Other	N/A		N/A			100.0	%		86.7	%		0.9	%

Total Unencumbered Consolidated Portfolio	$	327	$	317		87.3	%		90.6	%		100.0	%

Sales Per Square
Foot for the Twelve
Months Ended ^{(1) (2)}

Occupancy⁽²⁾

% of
Consolidated
Unencumbered
NOI for the
Six Months
Ended
6/30/19 ⁽³⁾

06/30/19 06/30/18 06/30/19 06/30/18
Unencumbered consolidated properties:
Tier 1 Malls N/A
N/A
N/A
N/A
6.9 %
⁽⁴⁾
Tier 2 Malls $ 336
$ 340
83.4 % 84.7 % 43.7 %
Tier 3 Malls 277
284
86.3 % 87.5 % 26.6 %
Total Malls $ 311
$ 316
84.7 % 85.9 % 77.2 %

Total Associated Centers N/A
N/A
96.2 % 97.4 % 15.2 %

Total Community Centers N/A
N/A
99.6 % 98.8 % 6.8 %

Total Office Buildings and Other N/A
N/A
94.9 % 84.0 % 0.8 %

Total Unencumbered Consolidated Portfolio $ 311
$ 316
89.5 % 90.3 % 100.0 %

(1)
~~(1)~~	Represents same-center sales per square foot for mall tenants 10,000 square feet or less for stabilized malls.

(2)
~~(2)~~	Operating metrics are included for unencumbered operating properties and do not include sales or occupancy of unencumbered parcels.

(3)
~~(3)~~	Our consolidated unencumbered properties generated approximately ~~26.8%~~33.6% of total consolidated NOI of ~~$259,353~~ ~~(which~~$103,029,448 (which excludes NOI related to dispositions) for the ~~six~~three months ended ~~June 30, 2019~~. March 31, 2020.

(4)
~~(4)~~	NOI is derived from unencumbered portions of Tier One properties ~~including~~that are otherwise secured by a loan. The unencumbered portions include outparcels, anchors and former anchors that have been ~~redeveloped, that are otherwise secured by a loan.~~redeveloped.

Equity

~~During the six months ended June 30,~~

In 2019, we ~~paid~~suspended all future dividends ~~of $48.4 million to holders of CBL's~~on our common stock and preferred stock, as well as ~~$11.7 million in~~ distributions to ~~the~~all noncontrolling interest investors in our Operating Partnership. The dividend arrearage created by our board of directors’ decision to suspend the dividends that continue to accrue on our outstanding preferred stock currently makes us ineligible to use the abbreviated, and less costly, SEC Form S-3 registration statement to register our securities for sale. This means we will be required to use a registration statement on Form S-1 to register additional securities for sale with the SEC, which we expect to hinder our ability to act quickly in relation to, and raise our costs incurred in, future capital raising activities. This preferred dividend arrearage (and the Operating Partnership’s related arrearage in distributions to its preferred units of limited partnership underlying our outstanding preferred shares) also will require that we not resume any payment of dividends on our common stock unless full cumulative dividends accrued with respect to our preferred stock (and such underlying preferred units) for all past quarters and the then-current quarter are first declared and paid in cash, or declared with a sum sufficient for the payment thereof having been set apart for such payment in cash. In addition, for so long as this distribution suspension results in the existence of a distribution shortfall (as described in the Partnership Agreement of the Operating Partnership) with respect to any of the S-SCUs, the L-SCUs or the K-SCUs (an “SCU Distribution Shortfall”), we (i) may not cause the Operating Partnership to resume distributions to holders of its outstanding common units of limited partnership until all holders of SCUs have received distributions sufficient to satisfy the SCU Distribution Shortfall for all prior quarters and ~~other consolidated subsidiaries. The~~the then-current quarter (which effectively also prevents the resumption of common stock dividends, since our common stock dividends are funded by distributions the Company receives on the underlying common units it holds in the Operating Partnership) and (ii) may not elect to settle any exchange requested by a holder of common units of the Operating Partnership ~~paid distributions~~in cash, and may only settle any such exchange through the issuance of ~~$22.4 million and $32.0 million on~~shares of common stock or other units of the ~~preferred~~Operating Partnership ranking junior to any such units ~~and common units, respectively,~~ as ~~well as distributions~~to which a distribution shortfall exists. Our board of ~~$5.7 million~~directors has prospectively approved that, to the ~~noncontrolling interests in other consolidated subsidiaries.~~

~~Future dividends payable will be determined by our Board~~extent any partners exercise any or all of ~~Directors based upon circumstances at~~their exchange rights while the time of declaration. The dividend was reduced to an annualized rate of $0.30 per share beginning with the dividend payable in January 2019 from the prior annualized rate of $0.80 per share. As previously noted, under the termsexistence of the ~~class action settlement agreement (see~~SCU Distribution Shortfall requires an exchange to be settled through the issuance of shares of common stock or other units of the Operating Partnership, the consideration paid shall be in the form of shares of common stock. We will review taxable income on a regular basis and take measures, if necessary, to ensure that we meet the minimum distribution requirements to maintain our status as a REIT.

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See Listing Criteriain Note 121to the condensed consolidated financial ~~statements),~~statements for additional information regarding a notice we ~~will not pay any dividends~~received from the NYSE regarding our non-compliance with the NYSE Listing Standards and our plans to ~~holders of our common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict our ability to declare dividends payable in 2020 or in subsequent years.~~address this non-compliance.

As a publicly traded company, and as a subsidiary of a publicly traded company, we previously have accessed capital through both the public equity and debt markets. We ~~currently~~ have a shelf registration statement on Form S-3 on file with the SEC ~~authorizing~~that previously authorized us to publicly issue unspecified amounts of senior and/or subordinated debt securities, shares of preferred stock (or depositary shares representing fractional interests therein), shares of common stock, warrants or rights to purchase any of the foregoing securities, and units consisting of two or more of these classes or series of securities and limited guarantees of debt securities issued by the Operating Partnership. This shelf registration statement also authorized the Operating Partnership to publicly issue unsubordinated debt securities. This shelf registration statement was due to expire in July 2021. However, as a result of both (i) the fact that the Company no longer qualifies as a well-known seasoned issuer under SEC rules and (ii) our loss of eligibility to use Form S-3 to register offers and sales of securities as described above, we ~~therefore~~ are unable to use this shelf ~~registration.~~

registration statement.

Additionally, while we had previously suspended quarterly dividend payments on our common stock during 2019, a very small amount of monthly “cash option” investments in shares have continued pursuant to the terms of the Company’s dividend reinvestment plan (“DRIP”). Due in part to impacts on the Company’s operations and staffing resulting from ongoing efforts to address the COVID-19 pandemic, we inadvertently failed to suspend the operation of these “cash option” investments during the months of March, April and May 2020, after we lost the ability to use the Form S-3 registration statement for the DRIP, effective with the filing of our Annual Report on Form 10-K in March, due to the dividend arrearage with respect to our preferred stock. We have now fully suspended the operation of our DRIP, including the cash option feature but, as a result of this oversight, we issued a total of 6,134 shares of common stock that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) for aggregate consideration of $1,346.94 prior to such suspension. The purchasers of these shares, issued pursuant to our DRIP when we were not eligible to issue shares on Form S-3, could bring claims against us for rescission and other damages under federal or state securities laws.

Market Capitalization

Our total-market capitalization as of ~~June 30, 2019~~March 31, 2020 was computed as follows (in thousands, except stock prices):

	Shares Outstanding		Stock Price ⁽¹⁾
Common stock and operating partnership units		201,706	$	0.20
7.375% Series D Cumulative Redeemable Preferred Stock		1,815		250.00
6.625% Series E Cumulative Redeemable Preferred Stock		690		250.00

Shares
Outstanding
Stock Price⁽¹⁾
Value
Common stock and operating partnership units 200,230
$ 1.04
$ 208,239
7.375% Series D Cumulative Redeemable Preferred Stock 1,815
250.00
453,750
6.625% Series E Cumulative Redeemable Preferred Stock 690
250.00
172,500
Total market equity

834,489
Company’s share of total debt, excluding unamortized deferred financing costs

4,416,058
Total market capitalization

$ 5,250,547

(1)
~~(1)~~	Stock price for common stock and Operating Partnership units equals the closing price of CBL's common stock on ~~June 28, 2019.~~March 31, 2020. The stock prices for the preferred stock represent the liquidation preference of each respective series of preferred stock.

Capital Expenditures

Deferred maintenance expenditures are generally included in the determination of CAM expense that is billed to tenants ~~as CAM expense, and most~~in accordance with their lease agreements. These expenditures are generally recovered over a 5 to 15-year period. Renovation expenditures are primarily for remodeling and upgrades of malls, of which a portion is recovered from tenants over a 5 to 15-year period. We recover these costs through fixed amounts with annual increases or pro rata cost reimbursements based on the tenant’s occupied space.

The following table, which excludes expenditures for developments, redevelopments and expansions, summarizes these capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the ~~three and six month periods~~three-month period ended ~~June 30, 2019~~March 31, 2020 compared to the same ~~periods~~period in ~~2018~~2019 (in thousands):

Table of Contents

	Three Months Ended March 31,
	2020		2019
Tenant allowances⁽¹⁾	$	7,223	$	2,254

Deferred maintenance:
Parking area and parking area lighting		254		88
Roof repairs and replacements		151		62
Other capital expenditures		3,090		3,586
Total deferred maintenance		3,495		3,736

Capitalized overhead		631		947

Capitalized interest		726		563

Total capital expenditures	$	12,075	$	7,500

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
Tenant allowances⁽¹⁾
$ 8,796
$ 13,097
$ 11,050
$ 28,221

Renovations —
—
—
563

Deferred maintenance:
  Parking lot and parking lot lighting 126
321
214
665
  Roof repairs and replacements 2,612
1,799
2,674
3,424
  Other capital expenditures 5,898
3,902
9,484
9,780
Total deferred maintenance 8,636
6,022
12,372
13,869

Capitalized overhead 425
1,872
1,372
3,291

Capitalized interest 619
951
1,182
1,538

Total capital expenditures $ 18,476
$ 21,942
$ 25,976
$ 47,482

(1)
~~(1)~~	Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.

Annual capital expenditures budgets are prepared for each of our properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. As noted above, in response to the impact from COVID-19 we have deferred or suspended capital expenditures, including redevelopment expenditures, in the range of $60.0 million to $80.0 million. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, and readily available cash on hand will provide the necessary funding for these expenditures.

Developments, Expansions and Redevelopments

The following tables summarize our development, expansion and redevelopment projects as of ~~June 30, 2019.~~

~~Properties Opened During the Six Months Ended June 30, 2019~~

~~(Dollars in thousands)~~

CBL's Share of
Property Location CBL
Ownership
Interest Total
Project
Square
Feet
Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

2019 YTD
Cost

Opening
Date
Initial
Unleveraged
Yield
Other - Outparcel Development:
Mid Rivers Mall - CubeSmart Self-
storage ^{(3) (4)}
St. Peters, MO 50% 93,540
$ 4,122
$ 3,646
$ 973
Jan-19 9.0%

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) Outparcel development adjacent to the mall.
(4) Yield is based on the expected yield of the stabilized project.

We opened our second self-storage facility in January. This joint venture project is located adjacent to Mid Rivers Mall. We contributed land as our share of equity which limited the amount of cash investment required.

March 31, 2020.

Redevelopments Completed During the ~~Six~~Three Months Ended ~~June 30, 2019~~

March 31, 2020

(Dollars in thousands)

							CBL's Share of
Property	Location	CBL Ownership Interest			Total Project Square Feet		Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2020 Cost		Opening Date	Initial Unleveraged Yield
Mall Redevelopments:
Dakota Square Mall - Herbergers Redevelopment (Ross/shops)	Minot, ND		100	%		30,096	$	6,410	$	4,537	$	188	Jan-20		7.2	%
Hamilton Place - Sears Redevelopment (Cheesecake Factory/Dicks Sporting Goods/Dave & Buster's/Office) ⁽³⁾	Chattanooga, TN		100	%		195,166		38,715		27,394		1,539	Mar-20		7.8	%
Mall del Norte - Forever 21 Redevelopment (Main Event)	Laredo, TX		100	%		81,242		10,514		6,599		941	Sep-19/Feb-20		9.3	%
The Promenade - (Five Below/Carter's)	D'Iberville, MS		100	%		14,007		2,832		2,241		230	Feb-20/Apr-20		11.4	%
Total Redevelopments Completed						320,511	$	58,471	$	40,771	$	2,898

CBL's Share of
Property Location CBL
Ownership
Interest Total
Project
Square
Feet
Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

2019 YTD
Cost

Opening
Date
Initial
Unleveraged
Yield
Mall Redevelopments:
Dakota Square Mall - HomeGoods Minot, ND 100% 28,406
$ 2,478
$ 2,292
$ 1,314
Apr-19 14.4%
East Towne Mall - Portillo's Madison, WI 100% 9,000
2,956
2,487
71
Feb-19 8.0%
Friendly Center - O2 Fitness Greensboro, NC 50% 27,048
2,285
1,694
287
Apr-19 10.3%
Hanes Mall - Dave & Buster's Winston-Salem, NC 100% 44,922
5,932
2,289
144
May-19 11.0%
Northgate Mall - Sears Auto Center Redevelopment (Aubrey's/Panda Express) Chattanooga, TN 100% 10,000
1,797
528
15
Feb-19 7.6%
Parkdale Mall - Macy's Redevelopment (Dick's Sporting Goods/Five Below/HomeGoods) ⁽³⁾
Beaumont, TX 100% 86,136
20,899
17,618
11,139
May-19 6.4%
Volusia Mall - Sears Auto Center Redevelopment (Bonefish Grill/Metro Diner) Daytona Beach, FL 100% 23,341
9,795
5,505
91
Apr-19 8.0%
Total Redevelopments Completed 228,853
$ 46,142
$ 32,413
$ 13,061

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Macy's building in 2017.

~~Properties Under Redevelopment at June 30, 2019~~

~~(Dollars in thousands)~~

CBL's Share of
Property Location CBL
Ownership
Interest Total
Project
Square
Feet
Total
Cost ⁽¹⁾

Cost to
Date ⁽²⁾

2019 YTD
Cost
Expected
Opening
Date Initial
Unleveraged
Yield
Mall Redevelopments:
Brookfield Square - Sears Redevelopment (Whirlyball/Marcus Theaters) ⁽³⁾
Brookfield, WI 100% 126,710
$ 26,627
$ 18,299
$ 5,128
Q3/Q4 '19 10.7%
CherryVale Mall - Sears Redevelopment (Tilt) Rockford, IL 100% 114,118
3,508
1,540
1,540
Q2 '20 8.3%
Dakota Square Mall - Herberger's Redevelopment (Ross/Retail Shops/T-Mobile) Minot, ND 100% 30,096
6,410
2,192
2,049
Q1 '20 7.2%
Hamilton Place - Sears Redevelopment (Aloft/Cheesecake Factory/Dick's Sporting Goods/Dave & Buster's/Office) ⁽³⁾
Chattanooga, TN 90% 193,083
32,585
14,652
5,437
Q2/Q3 '20 7.6%
Laurel Park Place - Carson's Redevelopment (Dunham's Sports) Livonia, MI 100% 45,000
3,886
546
525
Q4 '19 5.9%
Mall del Norte - Forever 21 Redevelopment (Main Event) Laredo, TX 100% 81,242
10,514
2,910
2,865
Q3 '19/Q2 '20 9.3%
Total Properties Under Redevelopment 590,249
$ 83,530
$ 40,139
$ 17,544

(1) Total Cost is presented net of reimbursements to be received.
(2) Cost to Date does not reflect reimbursements until they are received.
(3) The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears (Brookfield Square and Hamilton Place) buildings in 2017.

~~Shadow Pipeline of Properties Under Development at June 30, 2019~~

~~(Dollars in thousands)~~

(1)

~~Property~~

~~Location~~

~~CBL~~

~~Ownership~~

~~Interest~~

~~Total~~

~~Project~~

~~Square~~

~~Feet~~

~~CBL's Share of~~

~~Estimated Total~~

~~Cost~~ ⁽¹⁾

~~Expected~~

~~Opening~~

~~Date~~

~~Initial~~

~~Unleveraged~~

~~Yield~~

~~Other - Outparcel Development:~~

~~Parkdale Mall - Self-storage~~ ⁽²⁾

~~Beaumont, TX~~

~~50%~~

~~68,000 - 70,000~~

~~$4,000 - $5,000~~

~~Q1 '20~~

~~10.0% - 11.0%~~

~~(1)~~

Total Cost is presented net of reimbursements to be received.

(2)	Cost to Date does not reflect reimbursements until they are received.

(3)	The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017.

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Properties Under D evelopment atMarch 31, 2020

(Dollars in thousands)

							CBL's Share of
Property	Location	CBL Ownership Interest			Total Project Square Feet		Total Cost ⁽¹⁾		Cost to Date ⁽²⁾		2020 Cost		Expected Opening Date⁽³⁾	Initial Unleveraged Yield
Outparcel Developments:
Fremaux Town Center - Old Navy	Slidell, LA		90	%		12,467	$	1,919	$	1,549	$	95	Q2 '20		9.2	%
Hamilton Place - Self Storage ⁽⁴⁾ ⁽⁵⁾	Chattanooga, TN		60	%		68,875		5,824		2,668		1,549	Q2 '20		8.7	%
Hamilton Place Development - Aloft Hotel ⁽⁴⁾	Chattanooga, TN		50	%		89,674		12,000		2,672		2,029	Q2 '21		9.2	%
Mayfaire Town Center - First Watch	Wilmington, NC		100	%		6,300		2,267		1,169		803	Q3 '20		10.1	%
Parkdale Mall - Self Storage ⁽⁴⁾ ⁽⁵⁾	Beaumont, TX		50	%		69,341		4,435		3,437		933	Q2 '20		10.2	%
Pearland Town Center - HCA Offices	Pearland, TX		100	%		48,416		14,186		1,434		577	Q1 '21		11.8	%
						295,073		40,631		12,929		5,986
Mall Redevelopments:
CherryVale Mall - Sears Redevelopment (Tilt)	Rockford, IL		100	%		114,118		3,508		2,953		51	Q2 '20		8.3	%
Coastal Grand - Dick's Sporting Goods/Golf Galaxy/Flip N' Fly	Myrtle Beach, SC		50	%		132,727		7,071		2,865		1,800	Q3 '20		11.6	%
Cross Creek - Sears Redevelopment (Dave & Buster's/restaurants) ⁽⁶⁾	Fayetteville, NC		100	%		65,746		17,538		4,671		2,018	Q3 '21		10.3	%
Westmoreland Mall - JC Penney Redevelopment (Chipotle)	Greensburg, PA		100	%		2,300		1,017		502		257	Q3 '20		9.4	%
						314,891		29,134		10,991		4,126
Total Properties Under Development						609,964	$	69,765	$	23,920	$	10,112

(1)	Total Cost is presented net of reimbursements to be received.

(2)	Cost to Date does not reflect reimbursements until they are received.

(3)	As a result of government mandated construction halts due to the COVID-19 pandemic, opening dates may change from what is currently reflected.

( 4 )

Yield is based on expected ~~unleveraged return~~yield once project stabilizes.

Construction is in progress and is expected to be completed in the fall of 2019 on the first phase of redevelopment of the former Sears building at Brookfield Square, which includes new dining and entertainment options such as the Marcus Theater's Movie Tavern dine-in movie experience, Whirlyball entertainment center and Outback Steakhouse. Uncle Julio’s has already opened on a pad in the former Sears parking lot and construction has commenced on the new city-owned hotel and convention center, which will connect to our center through a new landscaped walkway. We are also adding a boutique fitness studio and medical office as part of the redevelopment. Construction is progressing on the Sears redevelopment at Hamilton Place. The project includes Dave & Busters, Aloft Hotel, Dick’s Sporting Goods, additional restaurants and office space - all joining Cheesecake Factory, which opened last December

( 5 )

Total cost includes an allocated value for the Company’s land contribution.

~~Except for the projects presented above, we do not have any other material capital commitments as of June 30, 2019.~~

( 6 )

The return reflected represents a pro forma incremental return as Total Cost excludes the cost related to the acquisition of the Sears building in 2017.

Off-Balance Sheet Arrangements

Unconsolidated Affiliates

We have ownership interests in 2228 unconsolidated affiliates as of ~~June 30, 2019~~March 31, 2020 that are described in Note 7to the condensed consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the condensed consolidated balance sheets as investments in unconsolidated affiliates.

The following are circumstances when we may consider entering into a joint venture with a third party:

•

Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

Table of ~~capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for~~ Contents

•

We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential forgrowth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.

Guarantees

We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture or have the ability to increase our ownership interest.

See Note 12to the condensed consolidated statements for information related to our guarantees of unconsolidated affiliates' debt as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our Annual Report on Form 10-K, as amended, for the year ended December 31, ~~2018~~2019 contains a discussion of our critical accounting policies and estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these policies and estimates during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. Our significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10‑K, as amended, for the year ended December 31, ~~2018.~~

2019.

Recent Accounting Pronouncements

See Note 2to the condensed consolidated financial statements for information on recently issued accounting pronouncements.

Impact of Inflation and Deflation

Deflation can result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices could impact our ability to obtain financings or refinancings for our properties and our tenants’ ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.

During inflationary periods, substantially all of our tenant leases contain provisions designed to mitigate the impact of inflation. These provisions include clauses enabling us to receive percentage rent based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. In addition, many of the leases are for terms of less than 10 years, which may provide us the opportunity to replace existing leases with new leases at higher base and/or percentage rent if rents of the existing leases are below the then existing market rate. Most of the leases require the tenants to pay a fixed amount, subject to annual increases, for their share of operating expenses, including CAM, real estate taxes, insurance and certain capital expenditures, which reduces our exposure to increases in costs and operating expenses resulting from inflation.

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Non-GAAP Measure

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. 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, joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our 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 real estate assets have historically risen or fallen with market conditions, we believe that FFO, which excludes historical cost depreciation and amortization, enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our properties and interest rates, but also by our capital structure.

We present both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as we believe that both are useful performance measures. We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership. We believe FFO allocable to common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to common shareholders.

In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. We then apply a percentage to FFO of the Operating Partnership common unitholders to arrive at FFO allocable to common shareholders. The percentage is computed by taking the weighted-average number of common shares outstanding for the period and dividing it by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units held by noncontrolling interests during the period.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our 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 significant 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 below for a description of these adjustments.

FFO of the Operating Partnership ~~decreased 25.6%~~increased 15.7% to ~~$68.5~~$50.9 million for the three months ended ~~June 30, 2019~~March 31, 2020 as compared to ~~$92.1 million for the prior-year period, and decreased 35.7% to $112.6 million for the six months ended June 30, 2019 as compared to $175.0~~$44.0 million for the prior-year period. Excluding the adjustments noted below, FFO of the Operating Partnership, as adjusted, decreased ~~26.1%~~14.7% for the three months ended ~~June 30, 2019~~March 31, 2020 to ~~$68.5~~$51.6 million compared to ~~$92.8~~$60.5 million for the same period in ~~2018, and decreased 26.9% for the six months ended June 30, 2019 to $129.1 million compared to $176.6 million for the same period in 2018.~~2019. The decrease in FFO, as adjusted, was primarily driven by lower property-level NOI and dilution from asset ~~sales and higher general and administrative expenses resulting from legal and third party fees related to the new secured term loan and legal fees related to litigation.~~

sales.

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The reconciliation of net loss attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands, except per share data):

	Three Months Ended March 31,
	2020			2019
Net loss attributable to common shareholders	$	(133,896	)	$	(50,199	)
Noncontrolling interest in income (loss) of Operating Partnership		(16,414	)		(7,758	)
Depreciation and amortization expense of:
Consolidated Properties		55,902			69,792
Unconsolidated affiliates		13,510			10,666
Non-real estate assets		(917	)		(897	)
Noncontrolling interests' share of depreciation and amortization		(923	)		(2,157	)
Loss on impairment		133,644			24,825
(Gain) loss on depreciable property		25			(242	)
FFO allocable to Operating Partnership common unitholders		50,931			44,030
Litigation settlement, net of taxes ⁽¹⁾		—			87,667
Non-cash default interest expense ⁽²⁾		690			542
Gain on extinguishment of debt ⁽³⁾		—			(71,722	)
FFO allocable to Operating Partnership common unitholders, as adjusted	$	51,621		$	60,517

FFO per diluted share	$	0.25		$	0.22

FFO, as adjusted, per diluted share	$	0.26		$	0.30

(1)	The three months ended March 31, 2019 is comprised of the accrued maximum expense of $88.2 million related to the proposed settlement of a class action lawsuit.

(2)	The three months ended March 31, 2020 includes default interest expense related to Greenbrier Mall and Hickory Point Mall. The three months ended March 31, 2019 include default interest expense related to Acadiana Mall and Cary Towne Center.

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
Net loss attributable to common shareholders $ (35,400 ) $ (35,020 ) $ (85,599 ) $ (45,340 )
Noncontrolling interest in loss of Operating Partnership (5,454 ) (5,685 ) (13,212 ) (7,350 )
Depreciation and amortization expense of:
Consolidated properties 64,478
73,566
134,270
145,316
Unconsolidated affiliates 11,462
10,338
22,128
20,739
Non-real estate assets (902 ) (917 ) (1,799 ) (1,838 )
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries (2,648 ) (2,122 ) (4,805 ) (4,288 )
Loss on impairment 41,608
51,983
66,433
70,044
Gain on depreciable property, net of taxes (4,599 ) —
(4,841 ) (2,236 )
FFO allocable to Operating Partnership common unitholders 68,545
92,143
112,575
175,047
Litigation settlement, net of taxes ⁽¹⁾
—
—
87,667
—
Gain on investments, net of taxes ⁽²⁾
—
(287 ) —
(287 )
Non-cash default interest expense ⁽³⁾
—
916
542
1,832
Gain on extinguishment of debt ⁽⁴⁾
—
—
(71,722 ) —
FFO allocable to Operating Partnership common unitholders, as adjusted $ 68,545
$ 92,772
$ 129,062
$ 176,592

FFO per diluted share $ 0.34
$ 0.46
$ 0.56
$ 0.88

FFO, as adjusted, per diluted share $ 0.34
$ 0.46
$ 0.64
$ 0.88

Weighted-average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 200,231
199,767
200,122
199,731

(1) The six months ended June 30, 2019 is comprised of the accrued maximum expense related to the proposed settlement of a class action lawsuit.
(2) The three months and six months ended June 30, 2018 includes a gain on investment related to the land contributed by the Company to the Self Storage at Mid Rivers 50/50 joint venture.
(3) The six months ended June 30, 2019 includes default interest expense related to Acadiana Mall and Cary Towne Center. The three months and six months ended June 30, 2018 includes default interest expense related to Acadiana Mall.
(4) The six months ended June 30, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019.

(3)

The three months ended March 31, 2019 includes a gain on extinguishment of debt related to the non-recourse loan secured by Acadiana Mall, which was conveyed to the lender in the first quarter of 2019, and a gain on extinguishment of debt related to the non-recourse loan secured by Cary Towne Center, which was sold in the first quarter of 2019.

The reconciliation of diluted EPS to FFO per diluted share is as ~~follows (in thousands):~~

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
Diluted EPS attributable to common shareholders $ (0.20 ) $ (0.20 ) $ (0.49 ) $ (0.26 )
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests 0.36
0.40
0.75
0.80
Loss on impairment 0.20
0.26
0.32
0.35
Gain on depreciable property, net of taxes (0.02 ) —
(0.02 ) (0.01 )
FFO per diluted share $ 0.34
$ 0.46
$ 0.56
$ 0.88

follows:

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
Diluted EPS attributable to common shareholders	$	(0.75	)	$	(0.29	)
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated Properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests		0.34			0.39
Loss on impairment		0.66			0.12
FFO per diluted share	$	0.25		$	0.22

	Three Months Ended March 31,
	2020			2019
FFO of the Operating Partnership	$	50,931		$	44,030
Percentage allocable to common shareholders ⁽¹⁾		89.01	%		86.62	%
FFO allocable to common shareholders	$	45,334		$	38,139

FFO allocable to Operating Partnership common unitholders, as adjusted	$	51,621		$	60,517
Percentage allocable to common shareholders ⁽¹⁾		89.01	%		86.62	%
FFO allocable to common shareholders, as adjusted	$	45,948		$	52,420

Three Months Ended
June 30, Six Months Ended
June 30,
2019 2018 2019 2018
FFO allocable to Operating Partnership common unitholders $ 68,545
$ 92,143
$ 112,575
$ 175,047
Percentage allocable to common shareholders⁽¹⁾
86.64 % 86.43 % 86.63 % 86.27 %
FFO allocable to common shareholders $ 59,387
$ 79,639
$ 97,524
$ 151,013

FFO allocable to Operating Partnership common unitholders, as adjusted $ 68,545
$ 92,772
$ 129,062
$ 176,592
Percentage allocable to common shareholders ⁽¹⁾
86.64 % 86.43 % 86.63 % 86.27 %
FFO allocable to common shareholders, as adjusted $ 59,387
$ 80,183
$ 111,806
$ 152,346

(1)
~~(1)~~	Represents the weighted-average number of common shares outstanding for the period divided by the sum of the weighted-average number of common shares and the weighted-average number of Operating Partnership units ~~held by noncontrolling interests~~outstanding during the period.

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ITEM 3: Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.

Interest Rate Risk

Based on our proportionate share of consolidated and unconsolidated variable-rate debt at ~~June 30, 2019,~~March 31, 2020, a 0.5% increase or decrease in interest rates on variable-rate debt would decrease or increase annual cash flows by approximately ~~$5.1~~$6.6 million and increase or decrease annual interest expense, after the effect of capitalized interest, by approximately ~~$5.0~~$6.5 million.

Based on our proportionate share of total consolidated and unconsolidated debt at ~~June 30, 2019,~~March 31, 2020, a 0.5% increase in interest rates would decrease the fair value of debt by approximately ~~$51.1~~$29.0 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately ~~$52.8~~$34.1 million.

ITEM 4: Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of the Company's and the Operating Partnership's disclosure controls and

procedures pursuant to Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's and the Operating Partnership's disclosure controls and procedures are effective to ensure that information that the Company and the Operating Partnership are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and to ensure that information we are required to disclose is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

~~In conjunction with the implementation of ASC 842,~~ ~~Leases~~, which was adopted on January 1, 2019, we modified some of our processes around lease accounting. As a lessee, the guidance impacted the Company's condensed consolidated financial statements through the recognition of right-of-use ("ROU") assets and corresponding lease liabilities for operating leases as of January 1, 2019. As a lessor, the guidance impacted the Company's condensed consolidated financial statements in regard to the narrowed definition of initial direct costs that can be capitalized, the change in the presentation of rental revenues as one line item and the change in reporting uncollectable operating lease receivables as a reduction of rental revenues instead of property operating expense.

There have been no ~~other~~ changes in the Company's or the Operating Partnership's internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1: Legal Proceedings

Litigation

In April 2019, wethe Company entered into a settlement agreement and release with respect to the class action lawsuit filed on March 16, 2016 in the United States District Court for the Middle District of Florida by Wave Lengths Hair Salons of Florida, Inc. d/b/a Salon Adrian. The settlement agreement ~~states~~stated that ~~we are~~the Company had to set aside a common fund with a monetary and non-monetary value of $90.0 million to be disbursed to class members in accordance with an agreed-upon formula that is based upon aggregate damages of $60.0 million. The Court granted final approval to the proposed settlement on August 22, 2019. Class members ~~will be~~are comprised of past and current tenants at certain of ~~our~~the Company's shopping centers that ~~we own~~it owns or formerly owned during the class period, which ~~will extend~~extended from January 1, 2011 through the date of preliminary court ~~preliminary~~ approval. Class members who are past tenants and ~~make~~made a claim pursuant to the Court's order will receive payment of their claims in cash. Class members who are current tenants will receive monthly credits against rents and future charges, beginning no earlier than January 1, 2020 and continuing for the following five years. Any amounts under the settlement allocated to tenants with outstanding amounts payable to ~~us,~~the Company, including tenants which have declared bankruptcy or declare bankruptcy over the relevant period, will first be deducted from the amounts owed to ~~us.~~the Company. All attorney’s fees and associated costs to be paid to class counsel (up to a maximum of $28.0 million), any incentive award to the class representative (up to a maximum of $50,000), and class administration costs (which are expected to not exceed $100,000), have or will be funded by the common fund, ~~but must be~~which has been approved by the ~~court.~~Court. Under the terms of the settlement agreement, ~~we will~~the Company did not pay any dividends to holders of ~~our~~its common shares payable in the third and fourth quarters of 2019. The settlement agreement does not restrict ~~our~~the Company's ability to declare dividends payable in 2020 or in subsequent years. WeThe Company recorded an accrued liability and corresponding litigation settlement expense of ~~$88,150~~$88.2 million in the three months ended March 31, 2019 related to the settlement agreement.

~~We are currently involved in certain other litigation~~ The Company reduced the accrued liability by $26.4 million, a majority of which was related to past tenants that ~~arises~~did not submit a claim pursuant to the terms of the settlement agreement with the remainder relating to tenants that either opted out of the lawsuit or waived their rights to their respective settlement amounts. The Company also reduced the accrued liability by $23.1 million related to attorney and administrative fees that were paid pursuant to the settlement agreement. The Company also received document requests in the ~~ordinary course~~third quarter of ~~business, most of which is expected to be covered by liability insurance. Based on current expectations, such matters, both individually and~~2019, in the ~~aggregate, are not expected~~form of subpoenas, from the Securities and Exchange Commission and the Department of Justice regarding the Wave Lengths Hair Salons of Florida, Inc. litigation and other related matters. The Company is continuing to ~~have a material adverse effect on our liquidity, results of operations, business or financial condition.~~

cooperate in these matters.

Securities Litigation

The Company and certain of its officers and directors ~~have been~~were named as defendants in three putative securities class action lawsuits (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Eastern District of Tennessee, on behalf of all persons who purchased or otherwise acquired the Company’s securities during a specified period of time. ~~The first such lawsuit, captioned~~ ~~Paskowitz v. CBL & Associates Properties, Inc., et al.~~, 1:19-cv-00149-JRG-CHS, was filed on May 17, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between November 8, 2017 and March 26, 2019, inclusive. The second such lawsuit, captioned ~~Williams v. CBL & Associates Properties, Inc., et al.~~, 1:19-cv-00181, was filed on June 21, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between April 29, 2016 and March 26, 2019, inclusive. The third such lawsuit, captioned ~~Merelles v. CBL & Associates Properties, Inc., et al., 1:19-CV-00193,~~

~~was filed on July 2, 2019, and asserts claims on behalf of persons or entities that purchased CBL securities between July 29, 2014 and March 26, 2019. The Court~~Those cases were consolidated ~~these cases~~ on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00149-JRG-CHS. ~~After plaintiff Laurence Paskowitz voluntarily dismissed his case on July 25, 2019, the Court re-consolidated the two remaining cases under the caption~~ ~~In re CBL & Associates Properties, Inc. Securities Litigation, 1:19-cv-00181-JRG-CHS, on August 2, 2019.~~

Certain of the Company’s current and former directors and officers have been named as defendants in ~~three~~nine shareholder derivative lawsuits (collectively, the “Derivative Litigation”). On June 4, 2019, a shareholder filed a putative derivative complaint captioned Robert Garfield v. Stephen D. Lebovitz et al., 1:19-cv-01038-LPS, in the United States District Court for the District of Delaware (the “Garfield Derivative Action”), purportedly on behalf of the Company against certain of its officers and directors. On June 24, 2019, ~~another shareholder~~September 5, 2019 and September 25, 2019, respectively, other shareholders filed athree additional putative derivative ~~complaint captioned~~ ~~Robert Cohen v. Stephen D. Lebovitz et al., 1:19-cv-01185-LPS, also~~complaints, each in the United States District Court for the District of Delaware, captioned as follows: Robert Cohen v. Stephen D. Lebovitz et al. , 1:19-cv-01185-LPS (the “Cohen Derivative Action”); Travis Lore v. Stephen D. Lebovitz et al., 1:19-cv-01665-LPS (the “ Lore Derivative Action”), and City of Gainesville Cons. Police Officers’ and Firefighters Retirement Plan v. Stephen D. Lebovitz et al. , 1:19-cv-01800 (the “ Gainesville Derivative Action”), each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. The Court consolidated the Garfield Derivative Action and the Cohen Derivative Action on July 17, 2019, under the caption In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS ~~and on~~(the " Consolidated Derivative Action"). On July ~~19,~~25, 2019, the Court stayed proceedings in the Consolidated Derivative Action pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On October 14, 2019, the parties ~~jointly moved~~ to ~~stay~~ the ~~case~~Gainesville Derivative Action and the Lore Derivative Action filed a joint stipulation and proposed order confirming that each of those cases is subject to the consolidation order previously entered by the Court in the Consolidated Derivative Action and that

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further proceedings in those cases are stayed pending resolution of an eventual motion to dismiss in the Securities Class Action Litigation. On July 22, 2019, ~~another~~a shareholder filed a putative derivative complaint captioned Shebitz v. Lebovitz et al., 1:19-cv-00213, in the United States District Court for the Eastern District of Tennessee (the “ShebitzDerivative Action”); on January 10, 2020, a shareholder filed a putative derivative complaint captioned Chatman v. Lebovitz, et al.,2020-0011-JTL, in the Delaware Chancery Court (the “Chatman Derivative Action”); on February 12, 2020, a shareholder filed a putative derivative complaint captioned Kurup v. Lebovitz, et al.,2020-0070-JTL, in the Delaware Chancery Court (the “KurupDerivative Action”); on February 26, 2020, a shareholder filed a putative derivative complaint captioned Kemmer v. Lebovitz, et al.,1:20-cv-00052, in the United States District Court for the Eastern District of Tennessee (the “KemmerDerivative Action”) ; and on April 14, 2020, a shareholder filed a putative derivative complaint captioned Hebig v. Lebovitz, et al.,1:19-cv-00149-JRG-CHS , in the United States District Court for the Eastern District of Tennessee (the “HebigDerivative Action”) , each asserting substantially similar claims purportedly on behalf of the Company against similar defendants. On ~~July 17, 2019, the Court consolidated the~~ ~~Garfield~~ ~~Derivative Action and the~~ ~~Cohen~~ ~~Derivative Action under the caption~~ ~~In re CBL & Associates Properties, Inc. Derivative Litigation, 1:19-cv-01038-LPS. On July 25,~~October 7, 2019, the Court stayed ~~these two actions~~the ShebitzDerivative Action, pending resolution of an eventual motion to dismiss in the related Securities Class Action ~~Litigation.~~Litigation; the Company expects the

Chatman, Kurup, Kemmer , and HebigDerivative Actions to be stayed as well .

The Company's insurance carriers have been placed on notice of these matters.

The Company is currently involved in certain other litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

ITEM 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, ~~Item1A~~Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2019. The risk factor set forth below updates, and should be read together with, such risk factors. Moreover, risk factors set forth in the Annual Report on Form 10-K, as amended, for the year ended December 31, ~~2018. There~~2019 could be heightened as a result of the impact of the COVID-19 pandemic.

The current pandemic of the novel coronavirus, or COVID-19 has, and could continue to, materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as could any future outbreak of another highly infectious or contagious disease.

Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

The COVID-19 pandemic has had, and may continue to have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, many - including the United States - have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Certain states and cities, including where we own properties and where our corporate headquarters is located, have also reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules, restrictions on types of business that

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may continue to operate, and/or restrictions on the types of construction projects that may continue. The Company cannot predict if additional states and cities will implement similar restrictions or when restrictions currently in place will be lifted . As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including the retail industr y in which the Company and our tenants operate.

A majority of our tenants have announced temporary closures or other limits on the operations of their stores and requested rent deferral or rent abatement during this pandemic or have failed to pay rent. In addition, state, local or industry-initiated efforts, such as tenant rent freezes, or governmental or court-imposed delays in the processing of landlord initiated commercial eviction and collection actions in various jurisdictions in light of the COVID-19 pandemic, may also affect our ability to collect rent or enforce remedies for the failure to pay rent. We believe our tenants do not have a contractual right to cease paying rent due to government-mandated closures and we intend to enforce our rights under our lease agreements. However, COVID-19 and the related governmental orders present fairly novel situations for which the ultimate legal outcome cannot be assured, and it is possible future governmental action could impact our rights under the lease agreements. The extent of tenant requests and actions, and the resulting impact to the Company’s results of operations and cash flows, is uncertain and cannot be predicted.

In addition, in response to an executive order issued by state and local authorities, most of our employees based at our headquarters are currently working remotely. The effects of the executive order, including an extended period of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business.

The COVID-19 pandemic, or a future pandemic, could also have further material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

•

a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;

•

the reduced economic activity severely impacts our tenants' businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;

•

the reduced economic activity, as well as any lasting reduction in consumer activity at brick-and-mortar commercial establishments due to changed habits in response to the prolonged existence and threat of the COVID-19 pandemic, could result in a prolonged recession and could negatively impact consumer discretionary spending;

•

difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants' ability to fund their business operations and meet their obligations to us;

•

permitting, inspections and reviews by jurisdictional planning commissions and authorities is also likely to be delayed or postponed which could materially impact the timeline and budgets for completing redevelopments;

•

projects in our redevelopment pipeline may not be pursued or may be completed later or with higher costs than anticipated, potentially causing a loss that exceeds our investment in the project;

•

the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our credit facility, indentures and other recourse and non-recourse debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our revolving credit facility and pay dividends;

•

any impairment in value of our tangible assets and intangible lease assets that could be recorded as a result of weaker economic conditions;

•

a deterioration in our or our tenants' ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' efficient operations could adversely affect our operations and those of our tenants;

•

the ability to renew leases or re-lease vacant spaces on favorable terms, or at all; and

•

the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.

The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could further reduce our cash flows, which could impact our ability to resume paying dividends to our stockholders at any point in the future.

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The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. T he COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance .

We have determined that there is substantial doubt about our ability to continue as a going concern.

In evaluating whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued, our management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months.

At March 31, 2020, we were not in compliance with a covenant under our senior secured credit facility, which provides that we may not have more than $100.0 million of cash on hand that constitutes borrowings on our secured line of credit. Violation of this covenant provides the lenders with the option to accelerate the maturity of the senior secured credit facility. The administrative agent of the secured credit facility notified us that we were in default and that the administrative agent and lenders reserve all rights and remedies under the secured credit facility. The lenders have not exercised their right to accelerate the maturity of the secured credit facility. We will pursue obtaining a waiver from the lenders.

We also considered the projected impact of COVID-19 on our cash flows and our analysis of future compliance with the financial covenants and determined that it is probable we will fail to meet the minimum debt yield covenant under the senior secured credit facility during the third quarter of 2020, the fourth quarter of 2020 and the first quarter of 2021. The minimum debt yield covenant provides that the ratio of the adjusted net operating income, as defined, of the borrowing base properties that secure the senior secured credit facility to the total outstanding balance on the senior secured credit facility must be greater than 10.0%. Violation of this covenant provides the lenders with the option to accelerate the maturity of the senior secured credit facility. We could remain in compliance with the debt yield covenant if we (i) added additional unencumbered assets to the collateral pool, subject to lender approval, which is not to be unreasonably withheld, (ii) paid down the amount of debt outstanding with projected available cash or (iii) negotiated a waiver of the covenant with the lenders.

We have engaged advisors to assist us in exploring several alternatives to reduce overall leverage and interest expense and to extend the maturity of our debt including (i) the senior secured credit facility, which includes a revolving facility with a balance of $675.9 million and term loan with a balance of $456.3 million as of March 31, 2020, that matures in July 2023 and (ii) the Notes with balances of $450.0 million, $300.0 million, and $625.0 million, as of March 31, 2020, that mature in December 2023, October 2024 and December 2026, respectively, as well as the cumulative unpaid dividends on our preferred stock and the special common units of limited partnership interest in the Operating Partnership. The advisors recently commenced discussions with advisors to certain holders of the Notes and the credit committee of the senior secured credit facility. We may pursue a comprehensive solution that includes a potential exchange of debt with the holders of the Notes, addressing our preferred stock and the special common units of limited partnership interest in the Operating Partnership, amendments to the financial covenants under the senior secured credit facility and the Notes and other options that may result in the reorganization of the Company.

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the condensed consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets and significant uncertainties associated with each of these matters, we believe that there is substantial doubt that we will continue to operate as a going concern within one year after the date our condensed consolidated financial statements for the three months ended March 31, 2020 are issued.

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O ur common stock could be delisted from the NYSE if we fail to meet applicable continued listing requirements, which could have materially adverse effects on our business.

On February 5, 2020, we received notice from the New York Stock Exchange ("NYSE") that our common stock is no ~~material changes~~longer in compliance with NYSE continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE, which require listed companies to ~~suchrisk factors since~~maintain an average closing share price of at least $1.00 over a period of 30 consecutive trading days. We have until October 14, 2020, inclusive of extensions of the ~~filing~~cure period provided by the NYSE in response to the COVID-19 pandemic, to regain compliance with the continued listing criteria. During this period, we expect our common stock to continue to trade on the NYSE, subject to the additional considerations discussed below, which will allow for flexibility in addressing this matter. On May 7, 2020, our shareholders voted to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio between 1-for-5 and 1-for-25, and a proportionate reduction in the number of authorized shares of common stock, to be determined at the discretion of the board of directors for the purpose of complying with NYSE Listing Standards, subject to the board of directors’ discretion to abandon this amendment. Our board of directors has not yet taken action to effect the reverse stock split. We intend to actively evaluate and monitor the price of our ~~Annual Report.~~common stock between now and October 2020.

Our common stock could also be delisted if (i) our average market capitalization over a consecutive 30 trading-day period is less than $15 million, or (ii ) our commo n stoc k trade s a t a n “abnormall y low ” price .. I n eithe r case , our commo n stoc k woul d b e suspende d fro m tradin g o n th e NYSE immediately , an d th e NYS E woul d begi n th e proces s t o delis t ourcommo n stock , subjec t t o ourrigh t t o appea l unde r NYS E rules .. I f thi s wer e to occur , ther e i s n o assuranc e tha t an y appea l we undertak e i n thes e o r othe r circumstance s woul d b e successful , no r i s ther e an y assuranc e tha t we will continue to comply with the other NYSE continued listing standards. However, effective on March 20, 2020, the SEC granted the NYSE temporary relief until June 30, 2020 regarding the $15 million 30 trading day average minimum market cap threshold standard.

The threat of delisting and/or a delisting of our common stock could have adverse effects by, among other things:

•

Reducing the liquidity and market price of our common stock;

•

reducing the number of investors willing to hold or acquire our common stock, thereby further restricting our ability to obtain equity financing;

•

causing an event of default or noncompliance under certain of our debt facilities and other agreements; and

•

reducing our ability to retain, attract and motivate our directors, officers and employees.

As a result of the cumulative, unpaid dividends on our preferred stock we are no longer eligible to register the offer and sale of securities on SEC Form S-3, which will impair our capital raising activities and could result in the Company being required to repurchase a limited number of shares sold under our DRIP.

We are no longer eligible to use SEC Form S-3 to register offers and sales of our securities under the Securities Act, as a result of the existing dividend arrearage on our preferred stock, which will continue to accumulate following our board of directors’ decision in December 2019 to suspend such dividends. Historically, we have relied on shelf registration statements on Form S-3 for our public capital raising transactions, and also to register the offer and sale of shares of common stock under our DRIP. Our inability to use Form S-3 may harm our ability to raise capital in the future, as we will be required to use a registration statement on Form S-1 to register securities with the SEC, which may be expected to hinder our ability to act quickly in raising capital to take advantage of market conditions and to increase our cost of raising capital. Further, we inadvertently failed to suspend small monthly “cash option” investments in common stock under our DRIP during the months of March, April and May 2020, and as a result of this oversight, we issued a total of 6,134 shares of common stock that were not registered under the Securities Act for aggregate consideration of $1,346.94. The purchasers of these shares, issued pursuant to our DRIP when we were not eligible to issue shares on Form S-3, could bring claims against us for rescission and other damages under federal or state securities laws

ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share ⁽²⁾		Total Number of Shares Purchased as Part of a Publicly Announced Plan		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
Jan. 1–31, 2020		—	$	—		—	$	—
Feb. 1–29, 2020		111,929		0.78		—		—
Mar. 1–31, 2020		—		—		—		—
Total		111,929	$	0.78		—	$	—

(1)	Represents shares surrendered to the Company by employees to satisfy federal and state income tax requirements related to the vesting of shares of restricted stock.

(2)	Represents the market value of the common stock on the vesting date for the shares of restricted stock, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.

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~~None.~~Cash Option Investments Under DRIP Plan

While we had previously suspended quarterly dividend payments on our common stock during 2019, a very small amount of monthly “cash option” investments in shares have continued pursuant to the terms of the Company’s DRIP. Due in part to impacts on the Company’s operations and staffing resulting from ongoing efforts to address the COVID-19 pandemic, we inadvertently failed to suspend the operation of these “cash option” investments during the months of March, April and May 2020, after we lost the ability to use the Form S-3 registration statement for the DRIP due to the existing dividend arrearage with respect to our preferred stock. We have now fully suspended the operation of our DRIP, including the cash option feature but, as a result of this oversight, we issued a total of 6,134 shares of common stock that were not registered under the Securities Act for aggregate consideration of $1,346.94 prior to such suspension. The purchasers of these shares, issued pursuant to our DRIP when we were not eligible to issue shares on Form S-3, could bring claims against us for rescission and other damages under federal or state securities laws.

Operating Partnership Units

There is no established public trading market for the Operating Partnership’s common units and they are not registered under Section 12 of the Securities Exchange Act of 1934. Each limited partner in the Operating Partnership has the right to exchange all or a portion of its common units for shares of the Company’s common stock, or at the Company’s election, their cash equivalent. In March 2020, the Company issued 16,333,947 shares of the Company’s common stock in response to exchange notices received covering a like number of common units of limited partnership in the Operating Partnership. The Company believes that the issuance of these shares was exempt from the registration requirements of the Securities Act because it did not involve a public offering or sale. No underwriters, brokers or finders were involved in these transactions.

ITEM 3: Defaults Upon Senior Securities

~~None.~~

Dividends on the Series D and the Series E preferred stock are cumulative and therefore will continue to accrue at an annual rate of $18.4375 per share and $16.5625 per share, respectively. As of March 31, 2020, the cumulative amount of unpaid dividends on the preferred stock totaled $22.4 million.

Distributions on the Series K, L and S special common units are cumulative and therefore will continue to accrue at an annual rate of $2.96875 per unit, $3.0288 per unit and $2.92875 per unit, respectively. As of March 31, 2020, the cumulative amount of unpaid distributions on the special common units totaled $4.8 million.

ITEM 4: Mine Safety Disclosures

Not applicable.

ITEM 5: Other Information

None.

Table of Contents~~None.~~

ITEM 6: Exhibits

INDEX TO EXHIBITS

Exhibit Number		Description
10.2.6		Amendment No. 3 to CBL & Associates Properties, Inc. 2012 Stock Incentive Plan. Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 14, 2020.*
~~Exhibit~~ ~~Number~~ 10.2.15		~~Description~~ Revised Form of Performance Stock Unit Award Agreement under CBL & Associates Properties, Inc. 2012 Stock Incentive Plan (for awards in 2020 and subsequent years). Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 14, 2020.*
10.2.16		CBL & Associates Properties, Inc. Named Executive Officer Annual Incentive Compensation Plan (AIP) (Fiscal Year 2020). Incorporated by reference from the Company’s Current Report on Form 8-K, filed on February 14, 2020.*
31.1		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates ~~Propert~~Properties, Inc.~~ies, Inc.~~
31.2		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.3		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
31.4		Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.1		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.2		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.3		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
32.4		Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Limited Partnership
99.1		Condensed Combined Financial Statements of The Combined Guarantor Subsidiaries of CBL & Associates Limited Partnership
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
101.SCH		Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)

*	Commission File No. 1-12494 and 333-182515-01.

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SIGNATURES

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

~~CBL & ASSOCIATES PROPERTIES, INC.~~

CBL & ASSOCIATES PROPERTIES, INC.

/s/ Farzana Khaleel

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

CBL & ASSOCIATES LIMITED PARTNERSHIP

By: CBL HOLDINGS I, INC., its general partner

/s/ Farzana Khaleel

Farzana Khaleel

Executive Vice President -

Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

~~Farzana Khaleel~~

~~Executive Vice President -~~

~~Chief Financial Officer and Treasurer~~

~~(Authorized Officer and Principal Financial Officer)~~

~~CBL & ASSOCIATES LIMITED PARTNERSHIP~~

~~By: CBL HOLDINGS I, INC., its general partner~~

~~/s/ Farzana Khaleel~~

~~Farzana Khaleel~~

~~Executive Vice President -~~

~~Chief Financial Officer and Treasurer~~

~~(Authorized Officer and Principal Financial Officer)~~

Date: ~~August 9, 2019~~

June 5, 2020



ASSETS ⁽¹⁾	June 30, 2019			December 31, 2018
Real estate assets:
Land	$	756,946		$	793,944
Buildings and improvements	6,153,444			6,414,886
	6,910,390			7,208,830
Accumulated depreciation	(2,477,552		)	(2,493,082		)
	4,432,838			4,715,748
Held for sale	44,574			30,971
Developments in progress	47,666			38,807
Net investment in real estate assets	4,525,078			4,785,526
Cash and cash equivalents	20,483			25,138
Receivables:
Tenant, net of allowance for doubtful accounts of $2,337 in 2018	72,485			77,788
Other, net of allowance for doubtful accounts of $838 in 2018	8,450			7,511
Mortgage and other notes receivable	6,326			7,672
Investments in unconsolidated affiliates	270,860			283,553
Intangible lease assets and other assets	144,458			153,665
	$	5,048,140		$	5,340,853

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness, net	$	3,865,939		$	4,043,180
Accounts payable and accrued liabilities	260,265			218,217
Liabilities related to assets held for sale	663			43,716
Total liabilities ⁽¹⁾	4,126,867			4,305,113
Commitments and contingencies (Note 8 and Note 12)
Redeemable noncontrolling interests	2,687			3,575
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:
7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding	18			18
6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding	7			7
Common stock, $.01 par value, 350,000,000 shares authorized, 173,471,893 and 172,656,458 issued and outstanding in 2019 and 2018, respectively	1,735			1,727
Additional paid-in capital	1,966,549			1,968,280
Dividends in excess of cumulative earnings	(1,104,504		)	(1,005,895		)
Total shareholders' equity	863,805			964,137
Noncontrolling interests	54,781			68,028
Total equity	918,586			1,032,165
	$	5,048,140		$	5,340,853

CBL & Associates Properties, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUES:
Rental revenues	$	185,393		$	207,568		$	376,373		$	420,297
Management, development and leasing fees	2,586			2,643			5,109			5,364
Other	5,398			4,387			9,925			9,137
Total revenues	193,377			214,598			391,407			434,798

OPERATING EXPENSES:
Property operating	(26,532		)	(29,527		)	(55,512		)	(62,353		)
Depreciation and amortization	(64,478		)	(73,566		)	(134,270		)	(145,316		)
Real estate taxes	(19,148		)	(20,456		)	(39,067		)	(42,304		)
Maintenance and repairs	(11,298		)	(12,059		)	(24,074		)	(25,238		)
General and administrative	(14,427		)	(13,490		)	(36,434		)	(31,794		)
Loss on impairment	(41,608		)	(51,983		)	(66,433		)	(70,044		)
Litigation settlement	—			—			(88,150		)	—
Other	(34		)	(245		)	(34		)	(339		)
Total operating expenses	(177,525		)	(201,326		)	(443,974		)	(377,388		)

OTHER INCOME (EXPENSES):
Interest and other income	356			218			845			431
Interest expense	(52,482		)	(54,203		)	(106,480		)	(107,970		)
Gain on extinguishment of debt	—			—			71,722			—
Gain on investments	—			387			—			387
Gain on sales of real estate assets	5,527			3,747			5,755			8,118
Income tax benefit (provision)	(813		)	2,235			(952		)	2,880
Equity in earnings of unconsolidated affiliates	1,872			4,368			5,180			8,107
Total other income (expenses)	(45,540		)	(43,248		)	(23,930		)	(88,047		)
Net loss	(29,688		)	(29,976		)	(76,497		)	(30,637		)
Net loss attributable to noncontrolling interests in:
Operating Partnership	5,454			5,685			13,212			7,350
Other consolidated subsidiaries	57			494			132			393
Net loss attributable to the Company	(24,177		)	(23,797		)	(63,153		)	(22,894		)
Preferred dividends	(11,223		)	(11,223		)	(22,446		)	(22,446		)
Net loss attributable to common shareholders	$	(35,400	)	$	(35,020	)	$	(85,599	)	$	(45,340	)

Basic and diluted per share data attributable to common shareholders:
Net loss attributable to common shareholders	$	(0.20	)	$	(0.20	)	$	(0.49	)	$	(0.26	)
Weighted-average common and potential dilutive common shares outstanding	173,473			172,662			173,363			172,304



	Contract Assets
Balance as of December 31, 2018	$	289
Tenant openings	(139		)
Executed leases	25
Balance as of March 31, 2019	175
Tenant openings	(139		)
Executed leases	190
Balance as of June 30, 2019	$	226



	Contract Liability
Balance as of December 31, 2018	$	265
Completed performance obligation	(4		)
Contract obligation	—
Balance as of March 31, 2019	261
Completed performance obligation	—
Contract obligation	—
Balance as of June 30, 2019	$	261



		As of June 30, 2019		Expected Settlement Period
Description	Financial Statement Line Item	As of June 30, 2019		2019 ⁽¹⁾			2020			2021			2022			2023
Contract assets ⁽²⁾	Management, development and leasing fees	$	226	$	(155	)	$	(25	)	$	(42	)	$	—		$	(4	)
Contract liability ⁽³⁾	Other rents	261		(99		)	(54		)	(54		)	(54		)	—



	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Rental revenues ⁽¹⁾	$	185,393	$	207,568	$	376,373	$	420,297
Revenues from contracts with customers (ASC 606):
Operating expense reimbursements ⁽²⁾	2,061		2,168		4,204		4,511
Management, development and leasing fees ⁽³⁾	2,586		2,643		5,109		5,364
Marketing revenues ⁽⁴⁾	1,218		928		2,092		2,223
	5,865		5,739		11,405		12,098

Other revenues	2,119		1,291		3,629		2,403
Total revenues ⁽⁵⁾	$	193,377	$	214,598	$	391,407	$	434,798



Performance obligation	Less than 5 years		5-20 years		Over 20 years		Total
Fixed operating expense reimbursements	$	25,233	$	48,825	$	48,226	$	122,284



Years Ending December 31,	Operating Leases
2019 ⁽¹⁾	$	276,503
2020	518,603
2021	450,475
2022	373,187
2023	307,880
2024	239,693
Thereafter	593,446
Total undiscounted lease payments	$	2,759,787



	ROU Asset			Lease Liability
Balance as of January 1, 2019	$	4,160		$	4,074
Cash reduction	(242		)	(242		)
Noncash increase	127			210
Balance as of June 30, 2019	$	4,045		$	4,042



Year Ending December 31,	Operating Leases
2019 ⁽¹⁾	$	317
2020	567
2021	608
2022	332
2023	284
2024	263
Thereafter	12,019
Total undiscounted lease payments	$	14,390
Less imputed interest	(10,348		)
Lease Liability	$	4,042



			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss on Impairment
Long-lived assets	$	127,319	$	—	$	—	$	127,319	$	66,433



Impairment Date	Property	Location	Segment Classification	Loss on Impairment		Fair Value
March	Janesville Mall ⁽¹⁾	Janesville, WI	Malls	$	18,061	$	—	⁽²⁾
June	Cary Towne Center ⁽³⁾	Cary, NC	Malls	51,983		34,000
				$	70,044	$	34,000



				Sales Price
Sales Date	Property	Property Type	Location	Gross		Net		Gain
April	Honey Creek Mall ⁽¹⁾	Mall	Terre Haute, IN	$	14,600	$	14,360	$	—
April	The Shoppes at Hickory Point	Mall	Forsyth, IL	2,508		2,407		1,326
June	Courtyard by Marriott at Pearland Town Center	All Other	Pearland, TX	15,100		14,795		1,910
				$	32,208	$	31,562	$	3,236



	June 30, 2019			December 31, 2018
ASSETS
Investment in real estate assets	$	2,103,300		$	2,097,088
Accumulated depreciation	(701,616		)	(674,275		)
	1,401,684			1,422,813
Developments in progress	23,431			12,569
Net investment in real estate assets	1,425,115			1,435,382
Other assets	172,545			188,521
Total assets	$	1,597,660		$	1,623,903



	June 30, 2019		December 31, 2018
LIABILITIES
Mortgage and other indebtedness, net	$	1,315,885	$	1,319,949
Other liabilities	37,152		39,777
Total liabilities	1,353,037		1,359,726

OWNERS' EQUITY
The Company	179,120		191,050
Other investors	65,503		73,127
Total owners' equity	244,623		264,177
Total liabilities and owners' equity	$	1,597,660	$	1,623,903



	Total for the Six Months Ended June 30,
	2019		2018
Total revenues	$	110,097	$	112,264
Net income ⁽¹⁾	$	9,003	$	12,551



	As of
	June 30, 2019		December 31, 2018
Noncontrolling interests:
Operating Partnership	$	41,559	$	55,917
Other consolidated subsidiaries	13,222		12,111
	$	54,781	$	68,028



	June 30, 2019				December 31, 2018
	Amount			Weighted- Average Interest Rate ⁽¹⁾	Amount			Weighted- Average Interest Rate ⁽¹⁾
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,581,780		5.21%	$	1,783,097		5.33%
Senior unsecured notes due 2023 ⁽²⁾	447,656			5.25%	447,423			5.25%
Senior unsecured notes due 2024⁽³⁾	299,956			4.60%	299,953			4.60%
Senior unsecured notes due 2026 ⁽⁴⁾	617,048			5.95%	616,635			5.95%
Total fixed-rate debt	2,946,440			5.31%	3,147,108			5.37%
Variable-rate debt:
Recourse loans on operating properties	56,721			5.05%	68,607			4.97%
Construction loan	16,684			5.33%	8,172			5.25%
Secured line of credit	383,084			4.69%	—			—%
Unsecured lines of credit	—			—%	183,972			3.90%
Secured term loan	482,500			4.69%	—			—%
Unsecured term loans	—			—%	695,000			4.21%
Total variable-rate debt	938,989			4.72%	955,751			4.21%
Total fixed-rate and variable-rate debt	3,885,429			5.17%	4,102,859			5.10%
Unamortized deferred financing costs	(19,490		)		(15,963		)
Liabilities related to assets held for sale ⁽⁵⁾	—				(43,716		)
Total mortgage and other indebtedness, net	$	3,865,939			$	4,043,180



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	Honey Creek Mall ⁽¹⁾	8.00%	July 2019	$	23,539



Transfer Date		Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
Transfer Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Balance of Non-recourse Debt		Gain on Extinguishment of Debt
January	Acadiana Mall ⁽¹⁾	5.67%	April 2017	$	119,760	$	61,795
January	Cary Towne Center ⁽²⁾	4.00%	June 2018	43,716		9,927
				$	163,476	$	71,722



2019 ⁽¹⁾	$	139,396
2020	247,495
2021	548,799
2022	470,312
2023	1,268,787
2024	405,909
Thereafter	815,071
	3,895,769
Unamortized discounts	(10,340		)
Unamortized deferred financing costs	(19,490		)
Total mortgage and other indebtedness, net	$	3,865,939



		As of June 30, 2019			As of December 31, 2018
	Maturity Date	Interest Rate	Balance		Interest Rate	Balance
Mortgages:
Columbia Place Outparcel	Feb 2022	5.00%	$	271	5.00%	$	283
One Park Place ⁽¹⁾	May 2022	5.00%	—		5.00%	783
Village Square ⁽²⁾	Jul 2019	5.00%	1,130		4.00%	1,308
Other ⁽³⁾	Dec 2016 - Jan 2047	4.90% - 9.50%	2,512		5.01% - 9.50%	2,510
			3,913			4,884
Other Notes Receivable:
ERMC	Sep 2021	4.00%	1,837		4.00%	2,183
Southwest Theaters LLC	Apr 2026	5.00%	576		5.00%	605
			2,413			2,788

			$	6,326		$	7,672



Three Months Ended June 30, 2019	Malls			All Other ⁽¹⁾			Total
Revenues⁽²⁾	$	170,976		$	22,401		$	193,377
Property operating expenses ⁽³⁾	(53,599		)	(3,379		)	(56,978		)
Interest expense	(21,556		)	(30,926		)	(52,482		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,049			5,527
Segment profit (loss)	$	98,299		$	(8,889	)	89,410
Depreciation and amortization expense							(64,478		)
General and administrative expense							(14,427		)
Interest and other income							356
Loss on impairment							(41,608		)
Income tax provision							(813		)
Equity in earnings of unconsolidated affiliates							1,872
Net loss							$	(29,688	)
Capital expenditures⁽⁴⁾	$	31,560		$	1,413		$	32,973



Three Months Ended June 30, 2018	Malls			All Other⁽¹⁾			Total
Revenues ⁽²⁾	$	195,942		$	18,656		$	214,598
Property operating expenses ⁽³⁾	(57,940		)	(4,102		)	(62,042		)
Interest expense	(25,962		)	(28,241		)	(54,203		)
Other expense	(35		)	(210		)	(245		)
Gain on sales of real estate assets	—			3,747			3,747
Segment profit (loss)	$	112,005		$	(10,150	)	101,855
Depreciation and amortization expense							(73,566		)
General and administrative expense							(13,490		)
Interest and other income							218
Loss on impairment							(51,983		)
Gain on investment							387
Income tax benefit							2,235
Equity in earnings of unconsolidated affiliates							4,368
Net loss							$	(29,976	)
Capital expenditures⁽⁴⁾	$	32,779		$	5,043		$	37,822



Six Months Ended June 30, 2019	Malls			All Other ⁽¹⁾			Total
Revenues⁽²⁾	$	354,840		$	36,567		$	391,407
Property operating expenses ⁽³⁾	(110,780		)	(7,873		)	(118,653		)
Interest expense	(44,746		)	(61,734		)	(106,480		)
Other expense	—			(34		)	(34		)
Gain on sales of real estate assets	2,478			3,277			5,755
Segment profit (loss)	$	201,792		$	(29,797	)	171,995
Depreciation and amortization expense							(134,270		)
General and administrative expense							(36,434		)
Litigation settlement expense							(88,150		)
Interest and other income							845
Gain on extinguishment of debt							71,722
Loss on impairment							(66,433		)
Income tax provision							(952		)
Equity in earnings of unconsolidated affiliates							5,180
Net loss							$	(76,497	)
Capital expenditures⁽⁴⁾	$	59,584		$	1,528		$	61,112



Six Months Ended June 30, 2018	Malls			All Other ⁽¹⁾			Total
Revenues⁽²⁾	$	396,657		$	38,141		$	434,798
Property operating expenses ⁽³⁾	(121,769		)	(8,126		)	(129,895		)
Interest expense	(51,736		)	(56,234		)	(107,970		)
Other expense	(84		)	(255		)	(339		)
Gain on sales of real estate assets	—			8,118			8,118
Segment profit (loss)	$	223,068		$	(18,356	)	204,712
Depreciation and amortization expense							(145,316		)
General and administrative expense							(31,794		)
Interest and other income							431
Loss on impairment							(70,044		)
Gain on investment							387
Income tax benefit							2,880
Equity in earnings of unconsolidated affiliates							8,107
Net loss							$	(30,637	)
Capital expenditures⁽⁴⁾	$	67,081		$	7,392		$	74,473



	As of June 30, 2019										Obligation Recorded to Reflect Guaranty
Unconsolidated Affiliate	Company's Ownership Interest	Outstanding Balance		Percentage Guaranteed by the Operating Partnership			Maximum Guaranteed Amount		Debt Maturity Date ⁽¹⁾		6/30/2019		12/31/2018
West Melbourne I, LLC - Phase I ⁽²⁾	50%	$	40,197	50	%		$	20,099	Feb-2021		$	201	$	203
West Melbourne I, LLC - Phase II ⁽²⁾	50%	15,827		50	%		7,914		Feb-2021		79		80
Port Orange I, LLC	50%	54,629		50	%		27,315		Feb-2021		273		280
Ambassador Infrastructure, LLC	65%	10,050		100	%		10,050		Aug-2020		101		106
Shoppes at Eagle Point, LLC	50%	35,189		35	%	⁽³⁾	12,740		Oct-2020	⁽⁴⁾	127		364
EastGate Storage, LLC	50%	6,000		50	%	⁽⁵⁾	3,000		Dec-2022		32		65
Self-Storage at Mid Rivers, LLC	50%	5,434		50	%	⁽⁶⁾	2,717		Apr-2023		30		60
Parkdale Self Storage, LLC	50%	—		100	%	⁽⁷⁾	6,500		Jul-2024		—		—
				Total guaranty liability							$	843	$	1,158



	Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2019	875,497		$	7.99
Granted	855,681		$	2.23
Vested	(744,574	)	$	5.11
Forfeited	(8,158	)	$	6.29
Nonvested at June 30, 2019	978,446		$	5.16



	PSUs	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2019	910,911	$	4.67
2019 PSUs granted ⁽¹⁾	1,103,537	$	2.40
Outstanding at June 30, 2019 ⁽²⁾	2,014,448	$	3.42



	2019 PSUs			2018 PSUs			2017 PSUs
Grant date	February 11, 2019			February 12, 2018			February 7, 2017
Fair value per share on valuation date ⁽¹⁾	$	4.74		$	4.76		$	6.86
Risk-free interest rate ⁽²⁾	2.54		%	2.36		%	1.53		%
Expected share price volatility⁽³⁾	60.99		%	42.02		%	32.85		%