CBL & Associates Properties Inc.

05/08/2026 | Press release | Distributed by Public on 05/08/2026 10:40

Quarterly Report for Quarter Ending MARCH 31, 2026 (Form 10-Q)

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:

general industry, economic and business conditions;
interest rate fluctuations;
costs and availability of capital, including debt, and capital requirements;
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;
costs and availability of real estate;
inability to consummate acquisition or disposition opportunities and other risks associated with acquisitions and dispositions;
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;
cyberattacks or acts of cyberterrorism;
uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events; and
other risks referenced from time to time in filings with the Securities and Exchange Commission ("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, 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:

Items increasing net income for the three months ended March 31, 2026 compared to the prior-year period:
Rental revenues were $4.0 million higher;
Gain on deconsolidation was $35.3 million higher;
Depreciation and amortization expense was $7.4 million lower;
Interest expense was $4.3 million lower;
Equity in earnings was $3.4 million higher;
General and administrative expense was $2.1 million lower; and
Real estate tax expense was $1.7 million lower.
Items decreasing net income for the three months ended March 31, 2026 compared to the prior-year period:
Gain on sales of real estate assets was $20.1 million lower; and
Property operating expense was $2.4 million higher.

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

(1)
The property was owned by a joint venture that was accounted for using the equity method of accounting and was included in equity in earnings of unconsolidated affiliates in the accompanying condensed consolidated statements of operations.

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

(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.
(2)
We have reclassified amounts from management fees and non-property level revenues to the identified line items to conform to the current-year presentation. The current-year presentation is based on effective ownership percentages in certain unconsolidated joint ventures while the prior-year period was based on stated ownership percentages. The difference between the effective ownership and stated ownership percentages is due to differences in capital contributions between joint venture partners and related preferred returns.
(3)
We calculate same-center NOI based on stated ownership percentages.

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

(1)
Excluded Properties are not included.

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
Feet

Prior Gross
Rent PSF

New Initial
Gross Rent
PSF

% Change
Initial

New Average
Gross Rent
PSF

% Change
Average

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

%

(1)
Includes malls, lifestyle centers, outlet centers, open-air centers and other.
(2)
The change is primarily driven by malls.

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 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
Interests

Other Debt (1)

Unconsolidated
Affiliates

Total

Weighted-
Average
Interest
Rate
(2)

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
Interests

Other Debt (1)

Unconsolidated
Affiliates

Total

Weighted-
Average
Interest
Rate
(2)

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

(1)
Represents the outstanding loan balance for properties in receivership. Receivership properties are deconsolidated due to a loss of control when the property is placed into receivership in connection with the foreclosure process.
(2)
Weighted-average interest rate excludes amortization of deferred financing costs.
(3)
The interest rate is a fixed 7.70% for $367,956 of the outstanding loan balance through July 2030, with the remaining loan balance bearing a variable interest rate based on the 30-day SOFR plus 4.10%. The full principal balance will convert to a variable rate after July 2030. The Operating Partnership has an interest rate swap on a notional amount of $32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975%.
(4)
In conjunction with the acquisition of the Company's partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center and the implementation of fresh start accounting upon emergence from bankruptcy, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount, which is accreted over the term of the respective debt using the effective interest method.

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

(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. 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:

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.
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 for growth. 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.
We also pursue opportunities to contribute available land at our properties into joint venture partnerships for development of primarily non-retail uses such as hotels, office, self-storage and multifamily. We typically partner with developers who have expertise in the non-retail property types.

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

(1)
In conjunction with the acquisition of our partners' 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center and the implementation of fresh start accounting upon emergence from bankruptcy, we recognized debt discounts equal to the difference between the outstanding balance of mortgage notes payable and the estimated fair value of such mortgage notes payable. The debt discounts are accreted as additional interest expense over the terms of the respective mortgage notes payable using the effective interest method.
(2)
Represents our share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where we are recognizing equity in earnings (losses) on a cash basis because our investment in the unconsolidated affiliate is below zero.
(3)
The three months ended March 31, 2026 and 2025 includes default interest on loans past their maturity date.
(4)
During the three months ended March 31, 2026, we deconsolidated Jefferson Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process.
(5)
During the three months ended March 31, 2025, we made a partial paydown on the 2032 non-recourse bank loan and recognized loss on extinguishment of debt related to a prepayment fee.

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.

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