05/08/2026 | Press release | Distributed by Public on 05/08/2026 10:40
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. Unless stated otherwise or the context otherwise requires, references to the "Company," "we," "us" and "our" mean CBL & Associates Properties, Inc. and its subsidiaries.
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. In addition to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, such known risks and uncertainties include, without limitation:
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, outlet centers, lifestyle centers, open-air centers and other properties. See Note 1 to the condensed consolidated financial statements for information on our property interests as of March 31, 2026. We have elected to be taxed as a REIT for federal income tax purposes.
The following summarizes our net income and net income attributable to common shareholders (in thousands):
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Net income |
$ |
46,385 |
$ |
8,387 |
||||
|
Net income attributable to common shareholders |
$ |
45,403 |
$ |
8,212 |
||||
Significant items that affected comparability between the three-month periods include:
Our focus is on continuing to execute our strategy to improve occupancy, drive rent growth and transform the offerings available at our properties to include a targeted mix of retail, service, dining, entertainment and other non-retail uses, primarily through the re-tenanting of former anchor locations as well as diversification of in-line tenancy. This operational strategy is also supported by our balance sheet strategy of reducing overall debt, extending our debt maturity schedule and lowering our overall cost of borrowings to limit maturity risk, as well as improving net cash flow and enhancing enterprise value. During the first quarter of 2026, we reduced our debt balance and extended our debt maturity schedule through the refinancing of the $634.0 million secured term loan with two new loans, which extended the maturity date five years. Additionally, we acquired Gateway Mall in Lincoln, NE for approximately $43.8 million consistent with our strategic focus on growing our mall portfolio and increasing cash flow through capital recycling.
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 Income in Results of 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 2025 and the three months ended March 31, 2026 are referred to as the "Comparable Properties." Since January 2025, we have acquired, deconsolidated and disposed of the following properties:
Acquisitions
|
Property |
Location |
Date of Acquisition |
||
|
Ashland Town Center |
Ashland, KY |
July 2025 |
||
|
Mesa Mall |
Grand Junction, CO |
July 2025 |
||
|
Paddock Mall |
Ocala, FL |
July 2025 |
||
|
Southgate Mall |
Missoula, MT |
July 2025 |
||
|
Gateway Mall |
Lincoln, NE |
March 2026 |
Deconsolidations
|
Property |
Location |
Date of Deconsolidation |
||
|
Southpark Mall |
Colonial Heights, VA |
July 2025 |
||
|
Jefferson Mall |
Louisville, KY |
February 2026 |
Dispositions
|
Property |
Location |
Date of Disposition |
||
|
Monroeville Mall |
Monroeville, PA |
January 2025 |
||
|
Annex at Monroeville |
Monroeville, PA |
January 2025 |
||
|
Imperial Valley Mall |
El Centro, CA |
February 2025 |
||
|
840 Greenbrier Circle |
Chesapeake, VA |
June 2025 |
||
|
The Promenade |
D'Iberville, MS |
July 2025 |
||
|
Fremaux Town Center (1) |
Slidell, LA |
October 2025 |
We consider properties undergoing major redevelopment, properties being considered for repositioning, properties where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender as non-core. As of March 31, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Southpark Mall, The Outlet Shoppes at Gettysburg and York Galleria were designated as non-core.
Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025
Revenues
|
Three Months Ended March 31, |
||||||||||||||||||||||||||||||||
|
2026 |
2025 |
Change |
Malls |
Outlet Centers |
Lifestyle Centers |
Open-Air Centers |
All Other |
|||||||||||||||||||||||||
|
Rental revenues |
$ |
141,373 |
$ |
137,360 |
$ |
4,013 |
$ |
6,451 |
$ |
(296 |
) |
$ |
107 |
$ |
(1,941 |
) |
$ |
(308 |
) |
|||||||||||||
|
Management, development and leasing fees |
1,609 |
1,317 |
292 |
- |
- |
- |
- |
292 |
||||||||||||||||||||||||
|
Other |
2,986 |
3,091 |
(105 |
) |
(257 |
) |
59 |
1 |
72 |
20 |
||||||||||||||||||||||
|
Total revenues |
$ |
145,968 |
$ |
141,768 |
$ |
4,200 |
$ |
6,194 |
$ |
(237 |
) |
$ |
108 |
$ |
(1,869 |
) |
$ |
4 |
||||||||||||||
Rental revenues increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $10.0 million during the current-year period. The increase was partially offset by $6.6 million
of rental revenues associated with properties sold since the prior-year period. Also, rental revenues at the comparable properties increased $1.9 million compared to the prior-year period.
Operating Expenses
|
Three Months Ended March 31, |
||||||||||||||||||||||||||||||||
|
2026 |
2025 |
Change |
Malls |
Outlet Centers |
Lifestyle Centers |
Open-Air Centers |
All Other |
|||||||||||||||||||||||||
|
Property operating |
$ |
(28,233 |
) |
$ |
(25,878 |
) |
$ |
(2,355 |
) |
$ |
(2,260 |
) |
$ |
11 |
$ |
155 |
$ |
38 |
$ |
(299 |
) |
|||||||||||
|
Real estate taxes |
(14,066 |
) |
(15,731 |
) |
1,665 |
1,298 |
107 |
159 |
223 |
(122 |
) |
|||||||||||||||||||||
|
Maintenance and repairs |
(12,333 |
) |
(13,466 |
) |
1,133 |
853 |
34 |
31 |
165 |
50 |
||||||||||||||||||||||
|
Property operating expenses |
(54,632 |
) |
(55,075 |
) |
443 |
(109 |
) |
152 |
345 |
426 |
(371 |
) |
||||||||||||||||||||
|
Depreciation and amortization |
(38,098 |
) |
(45,541 |
) |
7,443 |
5,894 |
94 |
14 |
1,116 |
325 |
||||||||||||||||||||||
|
General and administrative |
(18,587 |
) |
(20,707 |
) |
2,120 |
- |
- |
- |
- |
2,120 |
||||||||||||||||||||||
|
Other |
30 |
- |
30 |
30 |
- |
- |
- |
- |
||||||||||||||||||||||||
|
Total operating expenses |
$ |
(111,287 |
) |
$ |
(121,323 |
) |
$ |
10,036 |
$ |
5,815 |
$ |
246 |
$ |
359 |
$ |
1,542 |
$ |
2,074 |
||||||||||||||
Property operating expenses increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $2.3 million during the current-year period. Also, property operating expenses increased at the comparable properties compared to the prior-year period due to insurance related costs. The increase was partially offset by a reduction of $1.8 million of total property operating expenses associated with properties sold since the prior-year period.
Real estate taxes decreased primarily due to refunds received in the current period.
Depreciation and amortization expense decreased primarily due to tenant improvement and intangible in-place lease assets recognized upon consolidation of three malls in December 2024, as well as the adoption of fresh start accounting on November 1, 2021, becoming fully depreciated or amortized since the prior-year period. Also, dispositions accounted for a $1.8 million decrease in the current-year period as compared to the prior-year period. The decrease was partially offset by the addition of tangible assets and intangible lease assets recognized upon the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $4.3 million during the current-year period.
General and administrative expense decreased $2.1 million primarily due to lower compensation and stock-based compensation expense in the current-year period as compared to the prior-year period.
Other Income and Expenses
Interest expense decreased $4.3 million during the three months ended March 31, 2026 as compared to the prior-year period. The decrease was primarily due to lower interest expense on the secured term loan due to pay downs since the prior-year period, as well as refinancing the secured term loan during the current-year period. Also, the decrease was due to property-level debt discounts becoming fully accreted or deconsolidated since the prior-year period. The decrease was partially offset due to the modified 2032 non-recourse bank loan. The outstanding balance of the 2032 non-recourse bank loan was increased since the prior-year period in conjunction with the acquisition of four malls in July 2025.
For the three months ended March 31, 2026, we recorded a $35.3 million gain on deconsolidation related to Jefferson Mall. The property was deconsolidated due to a loss of control when it was placed into receivership in connection with the foreclosure process.
During the three months ended March 31, 2026, we recognized $1.4 million of gain on sales of real estate assets related to the sale of an outparcel. During the three months ended March 31, 2025, we recognized $21.5 million of gain on sales of real estate assets related to the sales of Imperial Valley Mall, Monroeville Mall, Annex at Monroeville, three outparcels associated with the Monroeville Mall properties and a land parcel associated with Imperial Valley Mall.
Equity in earnings increased $3.4 million during the three months ended March 31, 2026 as compared to the prior-year period. The increase was due to recognizing equity in earnings on a distribution where our investment is below zero.
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 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 our properties 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 categorized as excluded properties. We exclude properties which are under major redevelopment or are being considered for repositioning, and where 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 ("Excluded Properties"). As of March 31, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Southpark Mall, The Outlet Shoppes at Gettysburg and York Galleria were classified as Excluded Properties.
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 income for the three months ended March 31, 2026 and 2025 is as follows (in thousands):
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Net income |
$ |
46,385 |
$ |
8,387 |
||||
|
Adjustments: (1) |
||||||||
|
Depreciation and amortization, including our share of unconsolidated affiliates and net of noncontrolling interests' share |
40,889 |
48,547 |
||||||
|
Interest expense, including our share of unconsolidated affiliates and net of noncontrolling interests' share |
45,397 |
50,501 |
||||||
|
Gain on sales of real estate assets |
(1,402 |
) |
(21,532 |
) |
||||
|
Loss (gain) on sales of real estate assets of unconsolidated affiliates |
94 |
(1,035 |
) |
|||||
|
Adjustment for unconsolidated affiliates with negative investment |
(2,884 |
) |
1,534 |
|||||
|
Loss on extinguishment of debt |
- |
217 |
||||||
|
Gain on deconsolidation |
(35,334 |
) |
- |
|||||
|
Income tax benefit |
(1,230 |
) |
(471 |
) |
||||
|
Lease termination fees |
(381 |
) |
(963 |
) |
||||
|
Straight-line rent and above- and below-market lease amortization (2) |
2,300 |
4,239 |
||||||
|
Net loss attributable to noncontrolling interests in other consolidated subsidiaries |
110 |
408 |
||||||
|
General and administrative expenses |
18,587 |
20,707 |
||||||
|
Management fees and non-property level revenues (2) |
(4,046 |
) |
(4,192 |
) |
||||
|
Operating Partnership's share of property NOI (2) |
108,485 |
106,347 |
||||||
|
Non-comparable NOI (2) |
(11,929 |
) |
(11,790 |
) |
||||
|
Total same-center NOI (3) |
$ |
96,556 |
$ |
94,557 |
||||
Same-center NOI increased 2.1% for the three months ended March 31, 2026 as compared to the prior-year period. The $2.0 million increase for the three months ended March 31, 2026 compared to the same period in 2025 primarily consisted of a $1.8 million increase in revenues and a $0.2 million decrease in operating expenses. Rental revenues were $1.6 million higher primarily due to higher minimum rents and percentage rents in the current-year period. The increase in rental revenues was partially offset by an unfavorable variance in the estimate for uncollectable revenues during the current-year period as compared to the prior-year period. Property operating expenses decreased in the current-year period
primarily due to lower real estate taxes, which was partially offset by higher property operating expenses primarily due to insurance related costs.
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, malls, lifestyle centers and outlet centers earn a large portion 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.
We derive the majority of our revenues from the malls. The sources of our revenues by property type were as follows:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Malls |
73.6 |
% |
71.4 |
% |
||||
|
Outlet Centers |
5.1 |
% |
5.3 |
% |
||||
|
Lifestyle Centers |
7.5 |
% |
7.5 |
% |
||||
|
Open-Air Centers |
8.7 |
% |
10.8 |
% |
||||
|
All Other Properties |
5.1 |
% |
5.0 |
% |
||||
Inline and Adjacent Freestanding Tenant Store Sales
Inline and adjacent freestanding tenant store sales include reporting mall, lifestyle center and outlet center tenants of 10,000 square feet or less and exclude license agreements, which are retail leases 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 tenant sales per square foot for mall, lifestyle center and outlet center tenants of 10,000 square feet or less (Excluded Properties are not included in sales metrics):
|
Sales Per Square Foot for the Trailing Twelve Months Ended March 31, |
||||||||||
|
2026 |
2025 |
% Change |
||||||||
|
Malls, lifestyle centers and outlet centers same-center sales per square foot |
$ |
453 |
$ |
433 |
4.6% |
|||||
Occupancy
Our portfolio occupancy is summarized in the following table (Excluded Properties are not included in occupancy metrics):
|
As of March 31, |
||||
|
2026 |
2025 |
|||
|
Total portfolio |
90.5% |
90.4% |
||
|
Malls, lifestyle centers and outlet centers: |
||||
|
Total malls |
88.3% |
87.9% |
||
|
Total lifestyle centers |
92.4% |
92.2% |
||
|
Total outlet centers |
90.5% |
90.4% |
||
|
Total same-center malls, lifestyle centers and outlet centers |
88.9% |
90.1% |
||
|
Open-air centers |
95.7% |
95.7% |
||
|
All Other Properties |
94.0% |
89.6% |
||
Leasing
The following is a summary of the total square feet of leases signed in the three months ended March 31, 2026 and 2025:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Operating portfolio: |
||||||||
|
New leases |
151,266 |
111,794 |
||||||
|
Renewal leases |
431,245 |
465,132 |
||||||
|
Total leased |
582,511 |
576,926 |
||||||
Average annual base rents per square foot are based on contractual rents in effect as of March 31, 2026 and 2025, 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:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Total portfolio (1) |
$ |
27.34 |
$ |
26.27 |
||||
|
Malls, lifestyle centers and outlet centers: |
||||||||
|
Total same-center malls, lifestyle centers and outlet centers |
32.01 |
32.12 |
||||||
|
Total malls |
31.72 |
31.72 |
||||||
|
Total lifestyle centers |
32.77 |
32.23 |
||||||
|
Total outlet centers |
32.75 |
30.20 |
||||||
|
Open-air centers |
16.27 |
16.31 |
||||||
|
All Other Properties |
21.32 |
20.98 |
||||||
Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the three months ended March 31, 2026 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are set forth below. Rent concessions typically consist of periods of free rent. The impact of such concessions was not material for the period presented below.
|
Property Type |
Square |
Prior Gross |
New Initial |
% Change |
New Average |
% Change |
||||||||||||||||||
|
Three Months Ended March 31, 2026: |
||||||||||||||||||||||||
|
All Property Types (1) |
371,680 |
$ |
43.39 |
$ |
44.72 |
3.1 |
% |
$ |
45.88 |
5.7 |
% |
|||||||||||||
|
Malls, Lifestyle Centers & Outlet Centers (2) |
363,845 |
43.45 |
44.72 |
2.9 |
% |
45.87 |
5.6 |
% |
||||||||||||||||
|
New leases (2) |
42,803 |
33.73 |
49.56 |
46.9 |
% |
52.44 |
55.5 |
% |
||||||||||||||||
|
Renewal leases (2) |
321,042 |
44.75 |
44.08 |
(1.5 |
)% |
44.99 |
0.5 |
% |
||||||||||||||||
|
Open-air Centers |
7,835 |
40.73 |
44.39 |
9.0 |
% |
46.40 |
13.9 |
% |
||||||||||||||||
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 |
Square |
Term |
Initial |
Average |
Expiring |
Initial Rent |
Average Rent |
|||||||||||||||||||||||||||||||||
|
Commencement 2026: |
||||||||||||||||||||||||||||||||||||||||
|
New |
56 |
140,205 |
7.28 |
$ |
50.12 |
$ |
54.66 |
$ |
35.74 |
$ |
14.38 |
40.2 |
% |
$ |
18.92 |
52.9 |
% |
|||||||||||||||||||||||
|
Renewal |
431 |
1,221,007 |
2.96 |
43.86 |
44.73 |
43.47 |
0.39 |
0.9 |
% |
1.26 |
2.9 |
% |
||||||||||||||||||||||||||||
|
Commencement 2026 Total |
487 |
1,361,212 |
3.45 |
44.51 |
45.75 |
42.67 |
1.84 |
4.3 |
% |
3.08 |
7.2 |
% |
||||||||||||||||||||||||||||
|
Commencement 2027: |
||||||||||||||||||||||||||||||||||||||||
|
New |
2 |
2,333 |
7.75 |
141.06 |
146.80 |
145.80 |
(4.74 |
) |
(3.3 |
)% |
1.00 |
0.7 |
% |
|||||||||||||||||||||||||||
|
Renewal |
44 |
124,327 |
3.19 |
46.77 |
48.28 |
45.38 |
1.39 |
3.1 |
% |
2.90 |
6.4 |
% |
||||||||||||||||||||||||||||
|
Commencement 2027 Total |
46 |
126,660 |
3.39 |
48.51 |
50.10 |
47.23 |
1.28 |
2.7 |
% |
2.87 |
6.1 |
% |
||||||||||||||||||||||||||||
|
Total 2026/2027 |
533 |
1,487,872 |
3.45 |
$ |
44.85 |
$ |
46.13 |
$ |
43.07 |
$ |
1.78 |
4.1 |
% |
$ |
3.06 |
7.1 |
% |
|||||||||||||||||||||||
Liquidity and Capital Resources
As of March 31, 2026, we had $283.0 million available in unrestricted cash and U.S. Treasury securities, as well as unrestricted cash of $22.5 million, at our share, associated with unconsolidated joint ventures. Our total pro rata share of debt, excluding unamortized deferred financing costs and debt discounts, at March 31, 2026 was $2,582.8 million. We had $88.6 million in restricted cash at March 31, 2026 related to cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable, as well as amounts related to cash management agreements with lenders of certain property-level mortgage indebtedness, which are designated for debt service and operating expense obligations. We also had restricted cash of $1.4 million related to the properties that secure the 2032 non-recourse bank loan of which we may receive a portion via distributions quarterly in accordance with the provisions of the 2032 non-recourse bank loan.
During the three months ended March 31, 2026, we continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. We designated our U.S. Treasury securities as available-for-sale. As of March 31, 2026, our U.S. Treasury securities have maturities through March 2027. Subsequent to March 31, 2026, we redeemed and purchased additional U.S. Treasury securities. See Note 15 for more information.
During the three months ended March 31, 2026, we sold an outparcel, which generated gross proceeds of $1.5 million.
In January 2026, the $48.6 million loan secured by Jefferson Mall entered default. In February 2026, the property was placed into receivership and we deconsolidated the property in conjunction with the property entering receivership. See Note 8.
In March 2026, we entered into a $425.0 million non-recourse loan (the "secured mall loan due 2031") that has a five-year term, maturing in April 2031, and a fixed interest rate of 7.40%. We used proceeds from redeemed U.S. Treasury securities and proceeds from the secured mall loan due 2031 to retire our existing $634.0 million secured term loan. The secured mall loan is secured by a pool of primarily mall properties that previously served as collateral for the secured term loan, which includes CherryVale Mall, Frontier Mall, Hanes Mall, Kirkwood Mall, Mall del Norte, Post Oak Mall, Richland Mall, Sunrise Mall, Turtle Creek Mall, Valley View Mall, West Towne Mall, Westmoreland Mall and Westmoreland Crossing.
In March 2026, we entered into a $176.1 million variable-rate, non-recourse loan (the "secured lifestyle centers loan due 2032") that has a five-year term, includes two one-year extension options, and is interest-only with a variable interest rate of SOFR plus 410 basis points. The secured lifestyle centers loan due 2032 is secured by Mayfaire Town Center, Pearland Town Center, Southaven Town Center and East Towne Mall, all of which served as collateral under the prior secured term loan. Also, the secured lifestyle centers loan due 2032 is subject to customary cross-default provisions with our $443.0 million 2032 non-recourse bank loan.
In March 2026, we acquired Gateway Mall in Lincoln, NE for a purchase price of approximately $43.8 million including acquisition costs. The acquisition of Gateway Mall was financed through a $21.0 million non-recourse, five-year loan, which carries a fixed interest rate of 6.46%.
In March 2026, the loan secured by Parkdale Mall and Parkdale Crossing entered maturity default. We are in discussions with the lender and intend to cooperate with the foreclosure or conveyance of the properties in satisfaction of the debt.
Subsequent to March 2026, we closed on a $43.0 million non-recourse, five-year loan secured by Northwoods Mall, a $97.5 million non-recourse, five-year loan secured by Fayette Mall, a $6.6 million non-recourse, five-year loan secured by Coastal Grand Mall - Dick's Sporting Goods and modified the $32.6 million loan secured by Volusia Mall. Also, subsequent to March 2026, the loan secured by Arbor Place entered maturity default. See Note 15 for more information.
Our board of directors declared a $0.45 per share regular quarterly dividend for the first quarter of 2026 and a special dividend of $0.175 per share of common stock. The regular quarterly dividend was paid in cash on March 31, 2026, to shareholders of record as of March 17, 2026. The special dividend was paid in cash on April 17, 2026, to shareholders of record as of April 10, 2026. The special dividend was made as a result of improved cash flows following the refinancing of the prior secured term loan with the secured mall loan due 2031 and the secured lifestyle centers loan due 2032.
As of March 31, 2026, our total share of consolidated, unconsolidated and other outstanding debt, excluding debt discounts and deferred financing costs, maturing during 2026, assuming all extension options are elected, is $662.1 million. Of the $662.1 million maturing during 2026, $96.9 million relates to two property loans that are in receivership. The $9.7 million loan, at our share, secured by The Outlet Shoppes at Gettysburg, which matured during 2025, remains outstanding. See Note 15 for information related to loans that have been refinanced subsequent to March 31, 2026.
Cash Flows - Operating, Investing and Financing Activities
There was $212.7 million of cash, cash equivalents and restricted cash as of March 31, 2026, an increase of $89.6 million from March 31, 2025. Of this amount, $122.7 million was unrestricted cash and cash equivalents as of March 31, 2026. Also, at March 31, 2026, we had $160.3 million in U.S. Treasuries with maturities through March 2027.
Our net cash flows are summarized as follows (in thousands):
|
Three Months Ended March 31, |
||||||||||||
|
2026 |
2025 |
Change |
||||||||||
|
Net cash provided by operating activities |
$ |
52,919 |
$ |
31,679 |
$ |
21,240 |
||||||
|
Net cash provided by investing activities |
83,287 |
51,448 |
31,839 |
|||||||||
|
Net cash used in financing activities |
(76,436 |
) |
(113,784 |
) |
37,348 |
|||||||
|
Net cash flows |
$ |
59,770 |
$ |
(30,657 |
) |
$ |
90,427 |
|||||
Cash Provided By Operating Activities
Cash provided by operating activities increased primarily due to a few factors. The acquisition of four malls in July 2025 and one mall in March 2026 increased rental revenues in the current-year period, as well as an increase at the comparable properties. Also, interest expense was lower on the secured term loan because of pay downs since the prior-year period and the refinancing during the current-year period. Lastly, real estate tax refunds received in the current-year period contributed to the increase.
Cash Provided By Investing Activities
Cash provided by investing activities increased primarily due to a higher amount of net redemptions of U.S. Treasury securities and distributions from unconsolidated affiliates during the current-year period. The increase was partially offset by the acquisition of a mall during March 2026 using a portion of funds from the redemption of U.S. Treasury securities, as well as significantly less proceeds from sales of real estate assets as compared to the prior-year period.
Cash Used In Financing Activities
Cash used in financing activities decreased primarily due to a lower amount of principal payments on loans, net of proceeds received on new loans, as well as significantly less dividends paid during the current-year period as compared to the prior-year period. During the prior-year period, a special dividend was paid during the first quarter of 2025, whereas the special dividend announced during the first quarter of 2026 will not be paid until the second quarter of 2026.
Debt
The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties. Prior to consideration of unamortized deferred financing costs or debt discounts, of our $2,582.8 million outstanding debt at March 31, 2026, $2,581.8 million constituted non-recourse debt obligations and $1.0 million constituted recourse debt obligations. We believe the tables below provide investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):
|
March 31, 2026: |
Consolidated |
Noncontrolling |
Other Debt (1) |
Unconsolidated |
Total |
Weighted- |
|||||||||||||||||
|
Fixed-rate debt: |
|||||||||||||||||||||||
|
Non-recourse loans on operating properties |
$ |
1,095,697 |
$ |
(23,797 |
) |
$ |
96,918 |
$ |
339,558 |
$ |
1,508,376 |
5.16% |
|||||||||||
|
2032 non-recourse bank loan |
367,956 |
- |
- |
- |
367,956 |
7.70% |
(3) |
||||||||||||||||
|
Non-recourse secured mall loan due 2031 |
425,000 |
- |
- |
- |
425,000 |
7.40% |
|||||||||||||||||
|
Recourse loan on an operating property |
- |
- |
- |
1,012 |
1,012 |
7.26% |
|||||||||||||||||
|
Total fixed-rate debt |
1,888,653 |
(23,797 |
) |
96,918 |
340,570 |
2,302,344 |
5.98% |
||||||||||||||||
|
Variable-rate debt: |
|||||||||||||||||||||||
|
Non-recourse loans on operating properties |
31,055 |
(10,869 |
) |
- |
9,232 |
29,418 |
6.97% |
||||||||||||||||
|
2032 non-recourse bank loan |
75,000 |
- |
- |
- |
75,000 |
7.77% |
(3) |
||||||||||||||||
|
Non-recourse secured lifestyle centers loan due 2032 |
176,080 |
- |
- |
- |
176,080 |
7.77% |
|||||||||||||||||
|
Total variable-rate debt |
282,135 |
(10,869 |
) |
- |
9,232 |
280,498 |
7.68% |
||||||||||||||||
|
Total fixed-rate and variable-rate debt |
2,170,788 |
(34,666 |
) |
96,918 |
349,802 |
2,582,842 |
6.17% |
||||||||||||||||
|
Unamortized deferred financing costs |
(26,405 |
) |
68 |
- |
(2,807 |
) |
(29,144 |
) |
|||||||||||||||
|
Debt discounts (4) |
(65,856 |
) |
101 |
- |
- |
(65,755 |
) |
||||||||||||||||
|
Total mortgage and other indebtedness, net |
$ |
2,078,527 |
$ |
(34,497 |
) |
$ |
96,918 |
$ |
346,995 |
$ |
2,487,943 |
||||||||||||
|
December 31, 2025: |
Consolidated |
Noncontrolling |
Other Debt (1) |
Unconsolidated |
Total |
Weighted- |
|||||||||||||||||
|
Fixed-rate debt: |
|||||||||||||||||||||||
|
Non-recourse loans on operating properties |
$ |
1,133,962 |
$ |
(23,881 |
) |
$ |
48,271 |
$ |
342,081 |
$ |
1,500,433 |
4.97% |
|||||||||||
|
2032 non-recourse bank loan |
367,956 |
- |
- |
- |
367,956 |
7.70% |
(3) |
||||||||||||||||
|
Recourse loan on an operating property |
- |
- |
- |
2,797 |
2,797 |
7.26% |
|||||||||||||||||
|
Total fixed-rate debt |
1,501,918 |
(23,881 |
) |
48,271 |
344,878 |
1,871,186 |
5.51% |
||||||||||||||||
|
Variable-rate debt: |
|||||||||||||||||||||||
|
Non-recourse loans on operating properties |
31,380 |
(10,983 |
) |
- |
9,261 |
29,658 |
7.46% |
||||||||||||||||
|
2032 non-recourse bank loan |
75,000 |
- |
- |
- |
75,000 |
7.97% |
(3) |
||||||||||||||||
|
Non-recourse, secured term loan |
646,722 |
- |
- |
- |
646,722 |
6.74% |
|||||||||||||||||
|
Total variable-rate debt |
753,102 |
(10,983 |
) |
- |
9,261 |
751,380 |
6.89% |
||||||||||||||||
|
Total fixed-rate and variable-rate debt |
2,255,020 |
(34,864 |
) |
48,271 |
354,139 |
2,622,566 |
5.91% |
||||||||||||||||
|
Unamortized deferred financing costs |
(9,276 |
) |
83 |
- |
(3,006 |
) |
(12,199 |
) |
|||||||||||||||
|
Debt discounts (4) |
(74,959 |
) |
251 |
- |
- |
(74,708 |
) |
||||||||||||||||
|
Total mortgage and other indebtedness, net |
$ |
2,170,785 |
$ |
(34,530 |
) |
$ |
48,271 |
$ |
351,133 |
$ |
2,535,659 |
||||||||||||
The weighted-average remaining term of our total share of consolidated and unconsolidated debt, excluding debt discounts and deferred financing costs, was 3.4 years and 2.6 years at March 31, 2026 and December 31, 2025, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt, excluding debt discounts and deferred financing costs, was 3.3 years and 3.2 years at March 31, 2026 and December 31, 2025, respectively.
As of March 31, 2026 and December 31, 2025, our total share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 10.9% and 28.7%, respectively, of our total pro rata share of debt, excluding debt discounts and deferred financing costs.
See Note 8 to the condensed consolidated financial statements for information concerning activity related to unconsolidated affiliates.
Equity
Our board of directors declared a $0.45 per share regular quarterly dividend for the first quarter of 2026 and a special dividend of $0.175 per share of common stock. The regular quarterly dividend was paid in cash on March 31, 2026, to shareholders of record as of March 17, 2026. The special dividend was paid in cash on April 17, 2026, to shareholders of record as of April 10, 2026. The special dividend was made as a result of improved cash flows following the refinancing of the prior secured term loan with the secured mall loan due 2031 and the secured lifestyle centers loan due 2032. The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Any dividends payable will be determined by our board of directors based upon the circumstances at the time of declaration. Our actual results of operations will be affected by a number of factors, including the revenues received from our properties, our operating expenses, interest expense, capital expenditures and the ability of the anchors and tenants at our properties to meet their obligations for payment of rents and tenant reimbursements.
Subsequent to March 31, 2026, our board of directors declared a regular cash dividend of $0.625 per share for the quarter ending June 30, 2026. See Note 15.
Capital Expenditures
The following table, which excludes expenditures for developments, redevelopments and expansions, summarizes our capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the three months ended March 31, 2026 compared to the same period in 2025 (in thousands):
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Tenant allowances (1) |
$ |
4,578 |
$ |
6,543 |
||||
|
Maintenance capital expenditures: |
||||||||
|
Parking area and parking area lighting |
352 |
997 |
||||||
|
Roof replacements |
76 |
1,276 |
||||||
|
Other capital expenditures |
5,465 |
3,915 |
||||||
|
Total maintenance capital expenditures |
5,893 |
6,188 |
||||||
|
Capitalized overhead |
371 |
381 |
||||||
|
Capitalized interest |
122 |
113 |
||||||
|
Total capital expenditures |
$ |
10,964 |
$ |
13,225 |
||||
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. 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.
Off-Balance Sheet Arrangements
Unconsolidated Affiliates
We have ownership interests in 24 unconsolidated affiliates as of March 31, 2026 that are described in Note 8 to 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:
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 for the year ended December 31, 2025 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 three months ended March 31, 2026. Our significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT. 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 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 believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all our business through our Operating Partnership and, therefore, it reflects the performance of our properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership.
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.
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.
We believe that it is important to identify the impact of certain significant items on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have 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.
The reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders for the three months ended March 31, 2026 and 2025 is as follows (in thousands):
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Net income attributable to common shareholders |
$ |
45,403 |
$ |
8,212 |
||||
|
Noncontrolling interest in income of Operating Partnership |
8 |
6 |
||||||
|
Earnings allocable to unvested restricted stock |
(878 |
) |
- |
|||||
|
Depreciation and amortization expense of: |
||||||||
|
Consolidated properties |
38,098 |
45,541 |
||||||
|
Unconsolidated affiliates |
3,144 |
3,432 |
||||||
|
Non-real estate assets |
(213 |
) |
(247 |
) |
||||
|
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries |
(353 |
) |
(426 |
) |
||||
|
Gain on depreciable property, net of taxes |
- |
(21,706 |
) |
|||||
|
FFO allocable to Operating Partnership common unitholders |
85,209 |
34,812 |
||||||
|
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1) |
5,679 |
9,207 |
||||||
|
Adjustment for unconsolidated affiliates with negative investment (2) |
(2,884 |
) |
1,534 |
|||||
|
Non-cash default interest expense (3) |
547 |
363 |
||||||
|
Gain on deconsolidation (4) |
(35,334 |
) |
- |
|||||
|
Loss on extinguishment of debt (5) |
- |
217 |
||||||
|
FFO allocable to Operating Partnership common unitholders, as adjusted |
$ |
53,217 |
$ |
46,133 |
||||
The increase in FFO, as adjusted, for the three months ended March 31, 2026 was primarily driven by the acquisition of four malls in July 2025 and one mall in March 2026. Also, interest expense was lower on the secured term loan because of pay downs since the prior-year period and the refinancing during the current-year period. Lastly, real estate tax refunds received and lower compensation and stock-based compensation expense in the current-year period as compared to the prior-year period contributed to the increase.